The Overworked Alicorn

Chapters

I need a vacation
The Vacation: Day 1
The Vacation: Day 2 Pt. 1
The Vacation: Day 2 Part 2
The Vacation: Day 2 Part 3
The Vacation: Day 2 Part 4
The Vacation: Day 3 Part 1
The Vacation: Day 3 Part 2
The Vacation: Day 3 Part 3
The Vacation: Day 3 Part 4
The Vacation: Day 3 Part 5
The Hippocampi: Part 1
The Hippocampi: Part 2
The Hippocampi: Part 3
The Hippocampi: Part 4
The Tower: Part 1
The Tower: Part 2
Bonus: Letters to Faust... and others
The Tower: Part 3
The Tower: Part4
The Tower: Part 5
The Necronomicon Pt1
The Necronomicon Pt2
Plans
THE SMOOZE PT1
THE SMOOZE Pt2
Special: The Night of Samhain
Q&A BONUS: Alicorns Assemble!
Special: Mother's Day 2
THE SMOOZE PT3
Halloween Special: The Sisters' First Fall Festival
Bonus: The Past pt.1
Extra: A Hearths Warming Special
THE SMOOZE Pt.4
Monsters
Special: Mother's Day
Special: Are You Afraid of the Dark?

I need a vacation

There is in the magical land of Equestria, far from prying eyes, a mare left hidden from the world.

Few if any know of her or what she does, she keeps the records of all in Equestria safe and in order.

Unfortunately it is a lonely and thankless duty she fulfills, and eventually every pony grows weary of doing the same thing every day...

Even an alicorn is no exception, and so our lofty archivist would soon wish for one thing, to take a vacation.

But one must wonder what consequences such an action would entail for the rest of Equestria…

The Overworked Alicorn Archivist…

Beyond a far mountain range in the southernmost lands of Equestria. Rising up from a vast dark forest lay a grand and brilliant tower. Within the depths of this ancient place lay a mare of singular importance to Equestria, and perhaps even, the entire world. One room in particular is where we find this ancient important mare. She goes about the room, going from here to there, and trying desperately to keep up with an ever growing amount of scrolls, books, and records.

The papers among her work are spread this way and that in high towers and columns. The books are spread out here and there, on tables and the floor, some open and others laying down or flying onto the shelves. The books are only able to move about as such thanks to an odd crimson glow. There are also quills and inkwells scattered about the room, some having been long broken by the mare from overuse as she marks this or that down.

Among the flying debris and scattered implements, there is a tall white mare. Her mane is auburn like the burnt red of autumn leaves. Her eyes are an endless sky blue, soft and gentle despite the worry lines beneath them. She is tall and lanky, long limbed almost like a graceful deer rather than a pony. Her eyes dart all about as she tries to keep up with this ever mounting workload. The crimson glow of her horn and sound of her magic a constant companion.

She dashes here and there with a quill grasped in her magic and a pencil in her mouth. She fixes and edits forms and records as quickly as she is able. Her pace is harrowing and would leave many a lesser mare ragged, even the famous Twilight Sparkle would not be able to keep such a pace. She moves with a quickness that is an obvious cause for her sweat and ragged breathing. For though old and powerful, even her boundless energy had its limits...

Finally she slumped down in front of a book. She took several rapid breaths and let out a breath through her nose. The pages of the book fluttered and flew back from her. She glared at the book for a moment and then groaned as she forced herself up onto her haunches and looked at it. She scanned it for errors and discrepancies. The job should've been simple, it should have been a cinch, but sadly it was not. For these old tomes had been altered some time ago and only now had she finally reached them...

Her duty was a simple one; for she was the archivist, not to the great Canterlot archives, but to everything in all of Equestria. Every action that was taken was written down somewhere in her archives. Every ponies birth, everyplace settled, every spell created, every invention invented, nothing was left undocumented. This was the work that she had completed and the work she continued to go about day in and day out ceaselessly.

In days long passed there were those who would spend their entire lives in search of the fabled Archives. However they had only ever sought them out to further their own ambitions. None had ever succeeded in their search, for even now the Grand Archives remain hidden from Equestria. Even the princesses, Celestia, Luna, and Cadence are unaware of its exact location. All were barred from this place without distinction, save only for a select few.

It was for this reason, that Faust was left to toil and slave in her duties, utterly alone...

Her name had been lost to time and circumstance by the common pony. They did not know the work she did, nor would they likely understand why she did it. She who had kept constant vigil and tracked every bit of information both minor and major for every single pony and visitor to Equestria. She who had copied down every spell or inventions schemata, collected every book, and made certain that certain things were kept locked away.

It was a lonely thankless duty, a chore unlike any other which only added to her isolation from the ponies of Equestria.

Yet despite such things there was but one truth to this mare. She was simply an Overworked Alicorn. A mare with duty far too great for her to handle on her own. Much like any pony in Equestria she desired friendship and harmony. Yet sadly she had been unable to partake in such things for quite some time. Locked away for ages so that she could fulfill her duty. Her name, unlike Celestia or Luna or even Cadence was a simple one.

Her name was simply, Faust.

It was a simple name for a far less simple mare. She, a mare who lives on her own in a tower far from the prying eyes of most ponies. The tower placed in such a location for both protection, and secrecy. There was no, story behind this name, or even history behind it. Few knew of the name, and fewer still of the mare who bore it. She who had in ages passed been some pony of great renown had been left forgotten in the tales of history.

Until one day...

It started out like any other day in the tower, Faust worked ever onwards as per usual. She was clearly overworked if one were honest. Her mane was a disheveled mess of tangles and snares. Her eyes twitch as she shifts her gaze about, subtle bags having formed beneath them. The way her ears twitch in time with each passing piece of parchment. It is all really quite telling if one was to be perfectly honest.

She looked around and then grasped some files with her magic. She spread her great wings and flew into the air in order to put them in their proper place. She moved back silently as more records approached her from the side and she levitated more quills in order to date and edit them. Putting the records aside the overworked mare fell sharply to the ground to duck several passing books. She quickly rose back up and glared at the books before she fell back with a yelp. She glanced down and saw she had slipped on a few stray papers that had gotten under hoof.

She laid there for some time and just stared at the ceiling. Her pencil fell from her mouth with a clatter and she sighed, ears folded back and eyes closed. For but a moment she took a quick breather before she was off once more. She sat up, rubbed her head with a hoof and deftly avoided several oncoming books. She watched as they flew around on wings of magic for only a moment before she grabbed up her pencil and was off once more.

Gripping the pencil between her teeth she flies up and begins her work on a nearby parchment. However she is forced to roll out of the way of several more sets of records that shoot by and into their proper places on the walls. Her crimson magic seems to have become a part of it all, moving this and that as if she weren't even thinking of it.

A gold watch suddenly catches her attention, her eyes twitch when she notices the time. A grumble under her breath she lowers herself to the ground and trots over to another parchment. She corrects it swiftly and like the others sends it on its way. The parchment rolls itself closed by her magic and is placed into one of the many cubbyholes on the walls. A plate of metal is stationed beneath each of them to mark what they are.

With that done she prepares to return to work, only to take a step back as dozens of quills drop down to several inkwells in quick succession. An hourglass falls from... somewhere... and spins in front of her before it stops just long enough for the sands to spill to one side. Her left eye twitched slightly yet again and she galloped off. She moved several pieces of parchment off to be filed away only to curse inwardly when she recalls that she is the one who must file them.

She stomps over to the parchments, still evading random flying objects, and begins to file them as needed. She ensured that everything was in order on each of them first. One of them she noticed had images of an Earth Pony, a Pegasus, and a Unicorn on it. However it was swiftly rolled up alongside three other pages showing other ponies and creatures. Together the scrolls were put away and Faust let out a breath as she quickly moved on.

The next parchment that came to her attention began with the words 'Once upon a time, in the magical land of Equestria...' and was part of a clump of a great many more papers. It was clearly a story and while Faust loved a good story she had no time to dilly-dally. So instead she scanned every page for errors and then quickly bound them together and stored them away. The next parchment however gives her a brief moment of pause and a look of melancholy overtakes her features.

On this parchment were but six words, Honesty, Loyalty, Kindness, Generosity, Laughter, and Magic.

She smiled softly at the sight of the six words. They were six words which held a much greater meaning in the grand scheme of things. But these words were also a promise as behind that page were more. Letters, personal and otherwise typically beginning with the words 'Dear Princess Celestia'. These words echoed in her mind and she took a moment to stop. It was the first moment she had slowed down for quite some time.

She brought out each letter and began to read them. The magic around her began to calm and slow as well, the many objects she was moving taking greater care to reach their destination. Soon a disheartened look crossed her features as she gazed at her surroundings. Her home was a place of wonder and beauty to some, but to her it had become hollow and empty. It lacked the warmth of friends and the carefree air of her youth.

In her long life she had made friends, but she had never had many at one time. In the long distant past she had known many ponies who she called friend, yes, but she was not truly well acquainted with all of them. Those tender few she had had the privilege to call friend and who in turn did so her her had died long long ago. Yet not her. Here she was, still alive and now utterly alone. Even Celestia and Luna had friends, Cadence a husband for ponies sake...

Yet somehow she remained solitary and alone...

She realized then, how unfair it felt. She too deserved happiness just as much as the next pony! Right? However despite that thought her eyes strayed towards one of the previous scrolls. A song from her youth echoed in the depths of her mind and she closed her eyes. There had been only one pony to have such thoughts as Faust did, but she had no intention of ending up like her. So instead, with a sad sigh the mare set back to work. She silently rolled the scrolls up and put them away.

Mere moments later, a pair of books fell from their perch and landed on her head with a plunk. She gave a brief grimace of pain and glanced at the books with a groan. The books in question were old, and needed to be checked. She needed to do so for they were books from the time when Discord had decided to have fun with her archives. He apparently liked changing the books and giving her more work to deal with. This of course both frustrated and angered the mare.

She let out a quiet sigh and brought the books with her to a nearby desk. She cracked open the first book and began to scan through its contents. Her eye twitched and she brought a hoof to her face. Discord had decided to change a few sections of the book into mindless nonsense and insanity. The nonsensical phrases and paragraphs were easily on par with the works of Dr. Seuss. So upon seeing this Faust let out a distinctly unladylike grunt and glanced to the side.

Her horn gave a crimson glow as she brought an inkwell and quill to her side. Discord's idea of a 'little prank' would likely mean more than a week's worth of work for her. Correcting and retrieving whatever information he'd decided to change was no easy task after all. It was a time consuming, tedious, and absolutely mind-numbingly boring task. In all honesty she hardly felt distinctly unappreciated for all the work she put into it.

She was quick to remind herself that she kept these records for a reason. But then again, no one really acknowledged how much time and effort that took. None of the ponies who knew what she did, Discord certainly didn't care enough not to make extra work for her to do. She doubted any other ponies would either. Even Celestia wouldn't understand why she kept such diligent records. It left a bitter taste in her mouth if she were honest. She was naught but a glorified record keeper, one without a life and one the world likely didn't know existed...

Oh, and she didn't even get paid to do it either!

Well she did get free food, but only from her own store rooms. She wasn't much of a cook either so even that didn't make her feel any better. A glass cup floated over to Faust alongside a bottle of cider. She sighed as the bottle poured some of its contents in the glass and she took it with a grateful look. She then stopped and wondered if she was actually feeling grateful to a bottle that she had levitated over with her own magic.

She groaned and rubbed her temples, that was a strange thought to say the very least.

Ignoring that she stopped to enjoy her cider and smiled. It was a nice vintage bit from Sweet Apple Acres, one of their early barrels if she weren't mistaken. She had quite the extensive cider collection, and wine, and coffee, and quite a bit else actually. The coffee was basically nirvana in her line of work. She noticed her quill as it rapped on her desk in wait for her. Her instruments and the many floating objects around her were not alive, though she could admit it would be an easy mistake given their behavior.

No, she just liked to make them a bit more animate to make the tower seem a little less lonely. Unfortunately it didn't have the desired effect. Instead the animate objects just seemed to make her even more aware of her isolation. It also made the fact that she had no friends or life outside her work more apparent as well. She let out a soft sigh and drank more of her cider. She then sent it on its way and wished that she could go away with it.

That thought lingered and she stilled. She brought her quill up and scratched her chin with a slight hum. Her thoughts normally came quickly but all she knew was that she was tired. She didn't like her job anymore. She felt as if she were imprisoned in her home and... she needed a vacation? Yes, that sounded about right. She needed a little time to herself. Perhaps she could even make a few friends again!

"Yeah, a vacation away from books, and scrolls, and pages, and parchments, and records to just get away from work in general!" she declared with a nod. She then blinked was momentarily startled by the sound of her voice. It had been... a very long time since last she had spoken. So long now that she was honestly surprised by how her voice sounded. She had little to no one to speak with in the tower after all. Just portraits and ghosts really.

"Oh, wow I haven't spoken in so long I actually forgot what I sound like," she admitted with a laugh. She then stifled a fit of amused giggles and sighed. She moved her quill and inkwell to the side of her desk neatly. She then stood up and stretched out her legs and wings. She heard a few cracks and gave a pleased groan before several pops echoed in the quiet as she cracked her neck.

"Ho boy, so much stress," she mumbled as she straightened up, "yeah I really need a vacation," she decided with a nod. That in mind she turned and trotted out of the room. She idly closed the door behind her and locked the archives away. The tower was separated into several layers some of which were below ground level. The lowest part of the tower were the most secure, while the uppermost were the least secure despite being where her bedroom was.

Honestly she was vaguely immortal, she felt security for her was kind of pointless.

She passed into the Cider Cellar with a quiet hum. She loved cider, as many could attest, but none of it had quite the kick of a few that had been brewed a hundred or so years ago. That was the reason why she had many of those barrels and bottles stored and hidden. She kept them under lock and key for a special occasion. She also admitted that in the old days she had shared such things with friends. Back before she had become 'The Archivist' that is.

She let out a sigh as she trotted up a flight of stairs and passed into a large circular room. A glance back confirmed that the staircase down had already vanished. So she walked into the entry-hall, she glanced at the large double doors at her side, and then went to one of the twin staircases opposite them. The doors were large and impressive, twice Faust's height and nearly three times that of Celestia at full height. It was with some annoyance she recalled why these doors were closed and so continued on her way.

The door was mostly for show, few ponies could actually open them. She was one of course, but she had a special trick to doing it. Others would have problems for they were made of wrought iron, which had a nullifying effect on magic. Many ponies had forgotten this over the years, mostly because iron was seldom used in this age. Wrought iron's properties were unusual, and even Faust herself had some minor trouble with moving the doors. She doubted even Celestia would be able to move the doors given iron's qualities.

On the upper portion of the entry hall, just passed the stairs, she finds several portraits have been arranged. These ancient paintings are a thing of interest as well as sorrow. They hang all around her and depict many a famous pony of all shapes and sizes. Celestia, Luna, Cadence, Shining Armor, The Elements of Harmony, Starswirl the Bearded, King Sombra, Queen Chrysalis, Clover the Clever, Smart Cookie, Private Pansy, Commander Hurricane, Princess Platinum, Chancellor Puddinghead, and still many more.

One in particular caught her eye, herself and two small ponies beneath her wings...

She turned away and marched off. The paintings were here to remember the great individuals of Equestria. This was not her gallery, but simply a place at the entryway. A place where visitors, if she ever had any, could see some of histories greatest. Many of those portraits held memories, and those memories would invite melancholy to leave her lost in her mind. She has tried many a time to avoid this and so continues on her trip through the tower, ever closer to her ultimate goal.

Next she came upon an area that would leave Twilight Sparkle to squeal like a filly who had just found a candy store giving up its stock for free. This place was the great library of the Grand Archives. It was the single greatest collection of literature and books in the whole of Equestria. It was not with arrogance she stated this, but fact. Her archives were literally the greatest collection in all of Equestria!

She had a copy for every piece of fiction or non-fiction had that ever been written by ponies. Some which had not been written by ponies were also stored in the library of her archives. Were this place known to Twilight Sparkle, Faust had every reason to believe that she would not rest until she had found it. At which point she would most likely sequester herself away for the next century in pursuit of knowledge. That thought brought a giggle from her as she continued to yet another stair-case and continued on her way once more.

She climbed three flights of stares to leave the library, massive as it was. When she did she entered a floor that was made up of halls and corridors. On this level a pony could find the kitchen and the dining room. Neither of which saw a lot of use if she were honest with herself. The kitchen saw more than the dining room, but only because she still needed to eat. Much of her tower was built like this floor. It was a bit odd since she sometimes found more than one kitchen which suggested multiple cooks as well as what would be a staff, but she lived alone.

As such that meant that while she was alone here, she was not originally meant too. It made sense of course, especially since she had to do all the cleaning around the tower. It was one of the things she hated most about living in the tower. Almost as much as she hated all her work and being without friends. There were plenty of closets filled with cleaning supplies all throughout the tower. She was never too far from them. Sometimes she wondered where such things actually came from and why she had never had to restock them herself.

She had of course tried to find out why that was... but got lost in the tower when she did.

Aside from the mane rooms and levels in the tower there were still more rooms. One such room was a labyrinth in and of itself she had gotten lost in on multiple occasions. Oddly enough that wasn't even the strangest room she had found over her millennia of life. There were so many strange rooms in the tower with shapes and sizes that she barely comprehended. Some of the strangest rooms had of course been barred as they had left her head practically spinning with confusion.

Among these unusual rooms were some she simply couldn't find a point for. One was an enormous swimming pool, although she did appreciate and use it quite often. Despite having a hoof in its construction she couldn't figure out whether or not the architect had been a certifiable mad pony or a genius. All she really knew now was that the tower was hers, that it was big, it was strange, and that she stayed away from the door with the locks and chains that had a crazy monster behind it.

Centuries ago she had believed she had found where the cleaning supplies actually came from. Only to discover what appeared to be a servants' quarters as well as a few dozen guest rooms. While it wasn't what she had been seeking at the time, it certainly reinforced the idea that the tower was meant for more than just her.

It was then that she stopped her thoughts and shook her head. She glanced around and sighed tiredly. She had let her thoughts run away with her instead of paying attention. That could have cost her if she hadn't noticed it. The tower itself was almost like an enormous maze, near impossible to fully navigate. Even she had some difficulty, but she could 'force' the tower to make sense so long as she kept on task.

She walked up another flight of stairs to another level of the tower. This floor had the baths, yes baths, as in plural. It reinforced the idea that the tower was for many rather than just the one. Her baths were large and rather luxurious actually, but Faust had long found her time in them to be somewhat unpleasant. Not that they weren't relaxing and comfortable, just that it was somewhat boring there. She honestly wished that she had some friends for some idle chatter she could enjoy.

The baths as they were were just silent and filled with echoes.

She sighed quietly and made her way up the next flight of stairs. This floor had her own chambers, which dominated most of the floor actually. It was a single massive chamber which could, in theory, host dozens of ponies of even Celestia's size. Her things were held here, what little material possessions she had gathered over the centuries. Yet even with those she had been unable to put much of a dent in the rooms massive size.

Making her way to a nearby door, Faust pulled it open and entered into a large closest. It alone would be able to store most, if not all, of the things she owned. If she had put a bed inside of it it could likely even pass as a second bedroom. "Maybe that would be better than the big room outside," she considered. However she shook her head and made her way to what few clothes she had. In her younger years clothes weren't exactly necessary, so she hadn't collected too many even centuries later.

They had fur to keep them warm, and her home had never been known for cold winters, so she never saw a need for them. Horseshoes for their hooves and ribbons for their manes and tails were the closest thing they had to fashion back then. In this 'modern' era such a minimalist approach would be considered out of style. To be honest, Faust could do without such trappings as fashion. They seemed more than a little pointless. It was yet another reason that she missed the good old days...

And her friends...

"No!" she stated with a shake of her head. "Don't think about Firefly and the others; just keep your mind on having a vacation or you'll just wind up making yourself sad and lonely," she ordered herself. She inhaled and exhaled a few times then stopped and glanced at a nearby mirror. She noticed her haggard reflection, she grimaced at the sight. She then rubbed her chin and considered what she could do with herself.

"What should I do with you?" she mumbled to herself. A hoof idly pet her mane as she considered her options. She then nodded her head and concentrated on her magic. Her horn gave a crimson glow a moment before her mane turned into a curly mess of crimson locks. She grimaced and then shook her head. "No, looks too much like the old style," she muttered to herself. She then concentrated on her magic once more and changed her mane yet again. She slowly opened an eye and then blinked as she regarded it.

She hummed and reached a hoof to her hair. It was pulled back into a spiky ponytail at the top-back of her head, a bit spilling down her neck, two purple clips under her ears holding all but her now spiky bangs out of her face. For a moment she considered the style, then shook her head. "Nah, I feel like I've had this one before... or somepony else did it for me," she mused to herself. With a shrug of her shoulders she then concentrated and her mane was changed once more.

This time it was simply wavy rather than straight or curly, however she shook her head and changed it again. This time it was a far more elaborate style she couldn't make heads or tails of. She blinked and frowned as she changed it yet again. It, for some reason, became a curly mess again and caused her to growl. She changed it once more only to find it longer and somehow flowing in an ethereal wind...

She regarded her reflection with a flat expression.

"No... I don't need ponies thinking of me as Celestia," she muttered to herself. She then closed her eyes and changed it once more. This time she opened her eyes and stared incredulously. Her mane was now that of a Crystal Pony, ergo somehow made of crystal. "How does that even make sense?" the mare demanded. She scowled and glared at her reflection, most importantly on her mane, as if she dared it to take on another crazy style even as she changed it.

She opened her eyes and was pleasantly surprised by what she saw. Her mane was now straight albeit had taken on a slightly messy style, which brought a smile to her face. "There we go," she decided with a nod. She ignored the fact that it was the same style she had originally started with. She regarded herself for a moment and then noticed a crucial part of her appearance.

"I'm really tall... like Celestia level tall," she murmured quietly. Even in her youth she'd been tall and willowy, as an Alicorn it was simply more apparent. However if she was to walk among normal ponies she would need to stand out less. That in mind she concentrated her magic for a spell like the one she used for her hair. With a sudden flash she opened her eyes and was pleased to see that she had shrunk. However she was still quite willowy, appearing more like a supermodel such as Fleur de Lis.

"I don't want to be a supermodel," she grumbled with a huff, "I just want to look normal," she insisted. With a stamp of her hoof she concentrated her magic once more. Her body changed in another flash and she appeared like a slightly tall lanky mare. The only problem was she had both a horn and wings.

"Okay this might be harder to change," she admitted to herself. Height and mane style was one thing, but her horn and wings were a lot harder to change. "Maybe I can pass myself off as a Winged Unicorn," she mumbled then frowned as she regarded her wings. "Well if they weren't so long," she noted to herself. She of course meant to pretend to be a type of pony with a high pegasus / unicorn ancestry. They did exist even in this era, however Faust had to hope they were more well known now than in the past.

Unlike an Alicorn however they didn't have earth pony heritage. Rather, the earth pony bit was so minor as to be non-existent. They were also unable to fly and use magic at the same time. Most were limited to only one of the two. Those that could use magic couldn't fly but could glide, while on the flipped side a Horned Pegasus could fly but not use unicorn magic. Both types were somewhat rare now that she thought about it, however after centuries of peaceful coexistence they probably popped up a lot more often now.

Ultimately she'd have to pretend to be a winged unicorn, as it was her best bet. It was easy to change her hair or even to alter her height. But she was so used to having both wings and a horn that it'd really mess with her head. Not to mention that it was harder to hide them away for extended periods of time.

“Ugh, have my horn and wings always been so big?” she wondered while with a tap of her horn. With a shake of her head she noted that it came out a full half-meter off of her head. She let out a sigh and concentrated on her magic once more. She used her magic and once more she was enveloped in a sudden flash of light. The spell did its work, reducing the size and sharpness of her horn, and making her wings appear like a common Pegasus. “Much better.” she stated with a smile. She then turned back to her mirror and examined the rest of her changed body.

“It’s kind of nice to be short again,” she admitted to herself. With a quiet hum she then trotted out of the closet and into her bedroom. “Do I have anything I’d want to bring with me?” she idly wondered to herself. She glanced here and there before she spotted an old worn pair of saddlebags. “Well if I’m going on vacation I should have a way to carry any souvenirs,” she mused to herself. With a nod of her head she picked up the bags, only to stop and shake them. She heard a noise from within them and arched a brow.

"Didn't I unload these?" she questioned. However she couldn't recall so instead opened the bags and took a look inside. She found several old coins resting within. She studied one of them for a moment and grimaced. They were from before the Preclassical era of Equestria, long before Celestia had taken power. While that wasn't her last trip out of the tower, she did recall it wasn't too far from it.

"Me oh my, I've really got to get out more," she mumbled under her breath. She then dumped the rest of the bags contents out and took stock. She noticed a few notes, quills, even some parchment and frowned deeply. "Have I really done nothing but work for the last couple millennia?" she grumbled irritably. Instead of waiting for an answer she through the bags on and made her way to the stairs. She went up to the next level and exited into an observatory.

The room was covered in dust since last it was used. Faust had few nights to herself where she wasn't fast asleep. She did occasionally come and gaze at the stars every now and again. However it had always been more fun when she could do so with her friends. That thought was quickly quashed however and the mare snorted. "Don't think about them," she told herself. If she didn't stop thinking of the past she'd never get on with her vacation and finally relax. That thought firmly imbedded in her head she marched over to the large telescope that dominated the room.

As she approached the telescope she lowered the eyepiece and adjusted the sights. She quickly scanned the many distant cities of Equestria and hummed quietly as she considered where she might spend her vacation. Canterlot was her first thought, but she had never liked nobles for one thing, and she didn't want Celestia and Luna to find her for another. She may very well be immortal, and know a few nice ones, but she wanted to meet new people...

So she turned to Cloudsdale as a possible vacation spot. Horned Pegasi would hopefully be numerous, yet it wouldn't be worth it. She liked to fly, true, but she preferred to use her magic. She would honestly drive herself crazy if she couldn't even use a simple levitation charm when she wanted. That in mind she turned to Las-Pegasus, a notable vacation spot of course, but her lack of bits would make for a vacation there a poor one at best.

Then came Dodge Junction, or even the out of the way town of Appleloosa. However the arid climate would wreak havoc with her mane and leave her in a grouchy mood. Manehatten was certainly nice enough, but then again it wasn't called the 'city that never sleeps' for nothing and she was looking to relax on her vacation. Constant noise, not to mention rude ponies, everywhere would be counter productive if she wanted to relax.

There were other places like Shadow Hollow and Trottingham to consider, but she had reasons to avoid both of them...

“What I need is a quiet simple place that’s nice and friendly to newcomers," she decided with a nod. "A place where I can relax and not have to worry about anything at all,” she mused. Her eyes lighted as sudden inspiration took her and she turned the telescope with a brilliant smile. She soon rested it on the tiny town of Ponyville and nodded her head. “Oh of course, what better place is there to go for a nice quiet and friendly vacation than Ponyville?” she asked aloud. No one answered but that didn't put a damper on her mood.

Her decision made she released her telescope and galloped to the final staircase in her home. This one lead out to a platform for pegasus to take off from. Over several centuries she'd only ever used it to take off and stretch her wings. She did so to prevent them from cramping up after long periods of disuse. The only other times she had much use for her wings was when she wanted to go high up fast, and that wasn't often in her line of work.

Now however it would be used for much more practical purposes as she looked out to the horizon to find Ponyville.

“Alright then, I just have to get a lock on it and,” Faust murmured under her breath. Her horn began to glow a brilliant crimson and the mare smiled. “Over the mountain, and passed the doldrums, look out Ponyville, here Faust comes!” she declared laughingly. With that and an amused giggle she vanished in a flash of crimson light to begin her long overdue vacation…

TBC…

Author's Note

Hello everypony! Sorry I honestly couldn't resist. Anyways this is my first story and my own take on Lauren Faust's Alicorn OC, this time made out as an Overworked Alicorn, which I've actually never seen before... which is weird considering her art has her appearing pretty overworked.

I should probably say this now but I actually took bits and pieces from the art of her used as the cover image for the story itself. Floating objects, the watch and hourglass, cider and whatnot, even some of the pages she read are from a colored version of Faust's drawing. I thought it'd make more sense. I also slipped in a few other little interesting bits. Such as Franky Foster's hair style popping onto Faust here, Franky was basically a caricature of Lauren after all, so it seemed appropriate. Also added a mention of Firefly, Lauren's favorite Gen 1 pony in there as well in case no one noticed.

[EDIT]: This chapter was edited on 12/25/2014.

[EDIT]: This Chapter was re-edited on 06/24/2015

The Vacation: Day 1

The town of Ponyville was settled many years ago by the Apple and Rich families. This quaint little town has retained a relatively peaceful setting even after so much time. It is well known for its famous Zap-Apple Jam and the ever popular Cider of Sweet Apple Acres. It is also known for how it retains the age-old traditions of Winter Wrap-Up, and for its close proximity to the notorious Everfree Forest, within which The Royal Pony Sisters once made their home…

Yet it is mostly known in this age, as the home of The Six Elements of Harmony.

But for the moment it is the place where Faust wishes to spend her vacation. It is a place of peace and tranquility, and just enough excitement to keep her entertained. Unfortunately her vacation is about to take a rather bumpy start. For you see it has obviously been quite some time since Faust has teleported anywhere outside of her tower. And as such she didn’t get the exact location quite right and instead appeared above Sweet Apple Acres, rather than on the outskirts of town…

“W-WHOA!!” Faust cried as she fell from the sky and into a tree. She brushed through branches, her saddlebags falling onto a nearby branch while her right rear fetlock got caught between two branches. The mare was thus left hanging upside down, her tail having fallen between her hind legs. She blinked for a moment and looked up to her stuck hoof and sighed. 'That just figures,' she thought and exhaled. She then tried to shake herself loose, but the branches were close enough together that her fetlock wouldn’t budge from its position.

She frowned and then tried to pull herself free with her wings. She flapped them and then fell flat as she continued to hung upside down. 'This is so undignified,' she thought to herself. She looked down / up and tried to kick at the branch that held her leg. Despite her efforts she missed the branch each time until she finally gave up. She hummed lightly and narrowed her eyes on the branch. She then looked to the ground and considered her options.

She could possibly break the branches with her magic of course. Yet she had a feeling the landing would be rather painful, and she'd much rather avoid that. She wasn't invulnerable after all, not even Celestia or Luna were invulnerable. Then again, it was humiliating for her to be trapped in a tree. She'd been through some of the worst dangers in history, she couldn't be bested by a mere tree! Not to mention her vacation couldn't even start until she managed to get down.

Unfortunately she could think of no other ideas to accomplish that feat. She already tried to shake herself loose, she tried to pull herself free, she tried to break the branch with a good buck, she even considered using her magic to break the branch, but that would have left her to fall and hurt herself. Again she is not a fan of pain. So she let out a huff and crossed her forelimbs over her chest and stared blankly at the ground.

“You know it just figures that the moment I leave my tower, something like this happens,” she groused unhappily. She also silently pondered what her next attempt for freedom should entail. She considered another teleportation spell, but given her last one she wasn’t so certain that was a good idea. “I might end up inside of a tree or something; I really need to practice more with that spell,” she admitted to herself. She then giggled quietly as she remembered that the Ponyville Library actually was inside a tree.

“That’d be just my luck, I’d end up inside of Twilight Sparkle’s Library and she’d freak out or something,” Faust noted mostly to herself before considering that and tapped her chin with her hoof for a moment. “You know that might not be such a bad idea; I haven’t pulled a prank like that in a quite while…” Faust considered for only a moment then brought a hoof up to her head with a grimace.

“I think all the blood is rushing to my head. I really need to get down.” She mused and then took a deep breath before attempting to lift herself with her back hoof. She made it surprisingly far before exhaling and falling back. Letting out a few panting breaths the mare glared down at her trapped hoof. “There is no way a hoof in a tree branch is keeping me here!” She growled out and then took in several more breaths in preparation.

Straining to heft her own weight up the mare groaned and winced as her fetlock was twisted painfully. Gritting her teeth the alicorn mare reached out with her forelimbs and wrapped them around a branch above her. Letting out panting breaths the mare smiled happily but heard a sudden crack and looked down. The branch instantly gave way and the mare cried out as she fell back and her head impacted with the tree.

Wincing in pain Faust brought her hooves to the back of her head and rubbed at what was quickly becoming a knot. Shaking her head the alicorn mare then glanced to the broken branch for a moment. She then let out a sigh and glanced at her flanks, idly wondering if maybe she’d indulged just a bit too much in her favorite snacks over the centuries…

“Maybe I need to exercise more.” She idly considered before remembering how hectic her work was, what with dodging random objects, flying after crazy scrolls, chasing runaway reports, and scaling veritable mountains of paperwork… “Never mind, I’m good.” Faust decided flatly and then closed her eyes and let out a soft sigh. A moment later her ears perked at a sudden sound of a twig snapping and she opened her eyes to find an orange blond maned mare staring at her in confusion.

“Uh, howdy there partner.” She offered unsurely while raising one hoof in greeting and then tilted her hat to one side. “Any reason y’all are hanging there?” The mare questioned and Faust breathed a sigh of relief seeing her. Mostly because now she could get down, preferably without pain, and finally start her vacation.

“Oh thank the stars, could you maybe get me down from here? I think the blood is rushing to my head and my hoof is starting to hurt.” Faust pleaded and the blond mare stared at her a moment longer before silently nodding her head. She then reached under her hat, a Stetson which Faust thought was cool, and pulled out a lasso. “Why do you have a lasso under your hat?” The mare questioned and Applejack smirked.

“Long story sugar cube, let’s just say I like having it when I need it.” The mare replied before spinning her lasso overhead and tossed it at Faust. The lasso looped around her trapped hoof and the blond mare yanked back pulling Faust free and causing her to fall with a yelp. The off-white mare fell and landed with a grunt, the fall depositing her in a heap and causing the tree to shake enough for her saddlebags to fall and land on top of her head.

“Ohhhh… well so much for getting down without pain…” Faust muttered under her breath as she brought her hooves to her head and groaned. Again, she is not a fan of, nor a supporter in pain of any sort. Wincing momentarily Applejack slowly approached the red maned mare and offered her a hoof.

“Sorry ‘bout that. You sure y’all are okay, miss?” Applejack asked the mare worriedly, Faust merely letting out another groan as she reached up and took hold of the offered hoof. Giving the Apple mare a grateful look as she was pulled back to her hooves, Faust quickly grabbed hold of her saddlebags and pulled them back on.

“It’s okay; I was teleporting from far away and didn’t take the time to think where I wanted to land besides outside of Ponyville. I really do need to practice more.” Faust replied while opening a wing and uses it to brush herself off, Applejack’s eyes bolting when she noticed that the mare had both a horn and wings. “But in any case I’m quite fine, thank you for asking.” Faust replied amicably as she stretched her wings a bit then folded them into her sides.

“Holy Sweet Celestia! Are you a princess?” The orange mare demanded while looking at her and Faust felt her eye twitch. She inwardly remembered her pre-decided cover-story was going to be while she was on vacation. However Applejack’s reaction to her wings and horn sort of made it seem like a Winged Unicorn was even rarer than she had originally thought. And that didn’t make much sense in her mind, what with the great number of Pegasus Unicorn couples.

“No, but you wouldn’t believe how many ponies think I am.” Faust finally replied with a giggle, telling more or less the truth and Applejack slowly nodded her head, calming down greatly. “I’m actually just a Winged Unicorn.” The white mare stated and started to brush herself off with a hoof. Applejack on the other hoof started to look at Faust funny, head tilted slightly as she scratched at her hair with one hoof.

“Uh… right… and the difference is?” Applejack questioned with a nervous look and Faust couldn’t help a giggle.

“A Winged Unicorn is simply a Unicorn with Wings. Such cases are often born from Unicorn families with high Pegasus heritage. A Winged Unicorn is every bit a unicorn, with no Earth Pony genetics to offer any strength, endurance, or stamina from that line. They have the ability to use magic and have wings, but their wings are too small to lift them on their own power.” Faust explained curtly and then stretched open one of her wings.

“See, my wings are short just like a Pegasus, but unlike a Pegasus I lack the magic necessary to allow me to fly. I can glide for short distances if I get a good running start, or potentially slow my descent if I fall from a great height, but I lack the wing size to actively fly on my own. A Princess Pony or “Alicorn” has both the intrinsic magic of a Pegasus as well as larger wings to allow them to fly.” Faust explained while Applejack stared at her for a long moment then slowly nodded her head.

“Huh, never heard of a pony like that before, though that does explain that one little filly in Apple Bloom’s class.” Applejack admitted and Faust thought for a moment, bringing a mental picture of the registry of Cheerilee’s class. Based on the registry she did have one filly with a horn and wings; however she was actually a Horned Pegasus, not a Winged Unicorn.

“If she had wings and a horn she could also be a Horned Pegasi, they are just as rare and are basically just a Pegasus with a horn. Just like a Winged Unicorn is just a Unicorn with Wings.” The ancient Archivist stated and Applejack blinked and then gave the mare a strange look.

“Y’all sure do know a lot, partner.” She noted and Faust rolled her eyes.

“I happen to be an Archivist back home; I take some time to read some of the records that pass me from time to time.” Faust explained simply while idly making sure that she hadn’t damaged her Saddlebags, they had originally been a gift from her friend Bowtie after all. Applejack silently watched the strange off-white mare for a moment, and then gave a bright smile.

“Well in any case, I should welcome ya to Sweet Apple Acres, the name’s…” Applejack started only for Faust to grin widely.

“You’re Applejack, Element of Honesty; you’re a worker here at Sweet Apple Acres, and a member of The Apple Clan. You’re special talent pertains to working here at Sweet Apple Acres and on most days you are either Apple-Bucking or out in town selling apples at your families stand.” Faust reported with a smile while Applejack just stared at the mare with her mouth agape.

Faust then stopped as she realized she was now expected to give Applejack her own name in return. However she couldn’t quite decide whether or not she should use her real name or some kind of pseudonym. Admittedly she wasn’t a well-known pony by any stretch of the imagination due to her centuries of isolation. However even she had to admit that her name, Faust, which had nothing to do with her special talent or cutie-mark, was quite strange to modern ponies.

That was because she came from a time before pony’s names always matched their cutie-mark or special talent. For instance, her friend Firefly was a speedster; whose special talent had been stunts, her cutie-mark had been twin lightning bolts. Her friend Surprise had had three balloons, and her special talent had been, big surprise, surprising ponies. Her friend Glory had been a tom-colt who loved rolling around on a pair of roller skates, and her cutie-mark was a shooting star.

Then again Inkwell was the only name she could possibly use that she could think of. But as far as she knew there was already an Inkwell in Trottingham, and another somewhere in manehattan, and if those papers to change location had finally gone through another lived in Canterlot. Plus, it wasn’t like Faust wanted to change her name, and this was The Element of Honesty, not telling Applejack her true name was the easiest way to earn her suspicion.

Her mental quandary complete, and Applejack still gaping at her, Faust smiled towards the apple-mare. “Well in any case it’s very nice to meet you Applejack, I’m Faust the Archivist.” Faust offered while picking up one of Applejack’s hooves and shaking it in a friendly shake.

“Buh…” The mare replied while still staring at Faust in wide eyed shock.

“Anyways I’m sorry about that bit of business earlier, I’m sort of taking a holiday from work and as you can plainly see my practice with Teloportation Spells is severely under par.” Faust explained before glancing to the sky and widening her eyes. “Oh dear, is it really so late already, where does the time go?” She questioned before giving Applejack another smile. “In any case I must be off, have a wonderful day miss Applejack.” Faust bade as she turned on her hoof and cantered off, Applejack still looking at her in shock.

“Oh wait!” Faust then stated and turned back towards the apple mare. “You might want to tell Big Macintosh that he can write off medical expenses on your taxes and any charity work as well, you might be surprised by how much that helps. Bye now!” Faust offered with a friendly wave as she trotted down the road for Ponyville while Applejack stared at her retreating form.

“Sweet Celestia above, how in the hay did she know all that!?” Applejack demanded before shaking her head and narrowing her eyes. Applejack wasn’t normally a suspicious mare, but the fact that this “Faust” knew so much about her and her family just didn’t sit right with her. It was also something else though, when she mentioned being a winged Unicorn she could swear that the mare was lying, but she wasn’t lying about not being a princess…

“I’m gonna go ask Twilight about an Archivist named “Faust”. An’ really, what kind a name is Faust for an Archivist?” Applejack wondered before dashing off in the direction of Ponyville Library, taking the quickest way that also deviated off of the path Faust was taking.

Faust hummed a familiar tune as she made her way through Sweet Apple Acres and then out onto the road to Ponyville. Glancing to the sky the mare let out a happy sigh as the fresh morning air passed by. “This really was a good idea. No scrolls, no books, no records, just a bright sunny day with nothing to do.” Faust noted aloud, and idly wondered why she didn’t ever seem think anything to herself, before shrugging it off.

Returning to her humming, Faust found her hooves moving in time with the tune, a song coming to mind from when she was young. “My little pony, my little pony, isn’t the world a lovely place. My little pony, my little pony, everywhere you go a smiling face! Running and skipping, merrily tripping, watching the morning unfold. My little pony, my little pony, what does the future hold?” The mare sang softly before humming once more as she went along her way and crossed an old bridge into Ponyville.

“Jolly and pleasant, just for the present, no sign of trouble in sight, my little pony, my little pony, may all your days be bright. May all your days be bright…” The mare finished softly, stray tears forming at the corners of her eyes as she entered Ponyville and let out a sigh. “Great, I want to relax and enjoy myself on my first vacation and as soon as I stop working I start thinking about my old friends.” She murmured under her breath with her ears folded back.

She only partially noticed that as she passed by she left more than a few startled ponies. Clearly they were shocked by her appearance. In the back of her mind mentally groaned at the fact it meant that Winged Unicorns were still quite rare in Equestria. “You’d think with all the Pegasus Unicorn couples in Equestria more would start popping up.” She noted as she had seen every marriage certificate in all of Equestria and knew the numbers quite well.

“More what?” A bouncy voice that sounded heartbreakingly like her friend Surprise asked from her side and she let out a sigh.

“Winged Unicorns. They have a horn and wings but aren’t Princess Ponies or rather “Alicorns” as some term them.” Faust replied quickly, never missing a beat and practically incapable of restraining the vast well of knowledge she held.

“Oooh, is that what you are then?” The voice questioned and Faust idly nodded her head as she glanced here and there and her eyes fell on a green mare that looked like her and Firefly’s old friend Medley. She had the same coat, the same face, even the same cutie-mark! “Well silly me, I was thinking you were a princess, a small princess but still a princess!” The bubbly voice noted and Faust idly nodded her head as she had to practically tear her eyes away from the green mare.

“Yeah, I get that a lot. But I’m in no way a princess, never have been and never will be if I have anything to say about it. They have way too many expectations and important decisions than I could handle.” Faust replied and finally realized some pony was holding a conversation with her, thus finally drew her attention and surprised her greatly.

“Hello!” The blindingly pink mare with a pink coat and darker pink mane and tail declared happily, her brilliant blue eyes shining brightly. The mare, while a pink Earth Pony, greatly resembled her old Pegasus friend Surprise to an extent that made her wonder if they were related. She inwardly admitted it was a very likely possibility considering she was ten thousand years old… give or take.

“Hi, I…” Faust started to say only for Pinkie to cut her off.

“No no, allow me! I’m really getting good at guessing games!” The pink party pony declared as she circled around Faust for a moment. Stopping at her saddlebags she tapped her chin with a hum and then moved to look at her cutie-mark. Nodding her head the pony then took note of her wings and horn as well as her coat and mane color. The mare finished examining her by staring at her face, particularly her blue eyes and the slight bags beneath them.

“Alright I’ll guess your name is, Inkwell!” Pinkie tried and Faust smirked before shaking her head to the negative. “Really? Well shoot.” Pinkie grumbled for only a moment before tapping at her head in thought. “Hmm, well how about, Quill Point?” She asked and again Faust shook her head with a smirk. “Awww wrong again? Pen Stroke?” She asked and Faust giggled slightly while shaking her head in the negative.

“Dark Swan?” She asked and Faust raised a brow at that one before shaking her head once more. Pinkie growled at this point and started to tap her head and pace in front of the off-white mare with a frown. “Frankie Foster?” She asked hopefully and Faust briefly wondered why that name sounded so familiar before shaking her head again. Letting out a breath Pinkie fell down and started to rub her chin with a contemplative look on her face.

“Wow, your name is really hard to figure out…” Pinkie mumbled and then dashed back to her saddlebags and checked them over once more. “Hmm… oh hey! Your name is written in these, silly me.” Pinkie noted with a giggle and then zipped back in front of the auburn haired mare. “Hello Miss Faust, nice to meet you!” Pinkie declared and Faust rolled her eyes with a smile.

“It’s a pleasure I’m sure, and it’s just Faust, no miss needed.” Faust replied and Pinkie smiled happily.

“Okey Dokey Lokey, Faustie!” The pink mare declared while bouncing around the red head and then suddenly stopped in front of her with a wide grin. “Now I totally bet you can’t guess my name! Can you, can you, can you?” Pinkie challenged of the off-white mare and Faust merely rolled her eyes and looked her up and then down.

“You are Pinkamena Diane Pie, better known as Pinkie-Pie, Element of Laughter who works at Sugar Cube Corner, party pony extraordinaire, friend to ever pony in Ponyville and I mean every pony, and you’re also the unofficial welcome wagon. Your cutie-mark pertains to parties, and on most days you are either baking at Sugar Cube Corner, or of course throwing a party.” Faust recited much as she had with Applejack and saw a bright smile cross the mare’s face.

“You’re totally correct! Oh that was a really good guess, and if I could I would totally give you an awesome prize too… in fact!” Pinkie exclaimed before stopping and then jumped into a nearby bush before jumping back out and holding a present to the off-white mare.

“Where did you get that present?” Faust questioned with a look of shock and Pinkie grinned.

“I have them stashed all over Ponyville, in case of present or prize emergencies. You never know when a Pony’ll need a present to cheer ‘em up or a prize for doing something amazing.” The pink mare replied while Faust took the present, looked at it, and then smiled gratefully.

“Thank you, I don’t really get presents very often.” Faust supplied while slipping the present into her saddlebags while Pinkie continued to smile.

“Aw shucks it’s nothing Faustie, but how did you guess all that by just looking at me? Are you psychic? Ooh ooh ooh! Tell me what I’m thinking right now!” The mare demanded while putting her hooves to her head and concentrating hard on a single thought. Faust couldn’t help a snicker as she watched the Party Pony, and then rolled her eyes.

“No I’m not psychic, I’m an archivist and a lot of records pass through my place of work.” Faust replied and Pinkie opened one eye with a disappointed look.

“So you really can’t read minds? Not even a little?” She asked hopefully and Faust giggled.

“No I’m afraid not, my special talent is technically in writing not reading minds.” Faust replied with a nudge in the direction of her flank which Pinkie only spared a passing glance at.

“Aww… I wanted to meet a psychic pony.” Pinkie said with a pout, Faust patting her on the head.

“Oh don’t be like that, not when you get to do your patented Welcome song and dance for me.” Faust reminded, as Pinkie actually had patented the song and the dance for some reason. As soon as Faust’s suggestion registered in Pinkie’s brain, her eyes lit up and she grinned widely.

“You’re right!” The mare declared happily while jumping up to her hooves and reached over to the side to pull her, also patented, welcome-wagon forward. Clearing her throat for a moment the mare then pressed a button on the wagon. The wagon instantly opened up to produce a number of baked goods, several different horns, multiple waving flags, as well as a working oven.

“Welcome, welcome, welcome, a fine welcome to you!” The pink mare sang as she bounced around the still smiling mare. “Welcome, welcome, welcome, I say how do you do.” The mare continued while putting a party hat onto Faust’s head. “Welcome, welcome, welcome, I say hip hip hooray!” The mare continued to sing as she played a large drum and continued to circle around the off-white mare.

“Welcome, welcome, welcome to Ponyville todaaaaayyyy!” The mare finished singing while dancing around and then jumped into a slide forward with her forelimbs held to her sides in the air. “Wait for it…” She added while glancing back and a cake popped out of the oven and confetti shot out of several pipes beside it. “Hey I remembered where to put everything this time!” Pinkie said happily before bringing the cake to Faust, her eyes sparkling when she saw it.

“Cake, I haven’t had a descent cake in like… forever.” Faust muttered quietly, the main reason for that being that she wasn’t exactly the best baker in Equestria.

“Really? Well then you’re really in for one heck of a treat! This is one of my special one of a kind welcome cakes, free of charge and guaranteed to be absolutely positively delicious!” Pinkie declared brightly and Faust didn’t dare take her eyes off of the treat before biting her lip.

“Oh thank you Pinkie, but I don’t think I can eat it all by myself… would you maybe want to share?” Faust questioned unsurely and Pinkies eyes began to sparkle.

“Oh boy would I ever! I love eating cake with friends almost as much as I love baking them for friends!” The mare declared and quickly kicked her wagon, a knife shooting out of it which Pinkie quickly grabbed and cut herself and Faust a piece each. Smiling to one another they each took a bite of the cake. An instant later Faust eyes sparkled and she practically inhaled her slice of cake with a shudder of delight, Pinkie giggling when she did.

“So Faustie, where are you heading now?” Pinkie asked as she kicked her wagon once more, causing it to fold back into itself. Blinking at the question, Faust hummed lightly and thought about what she had planned… then realized she had no bits for a hotel or friends to stay with.

“Oops, I knew I was forgetting something.” The mare muttered with a groan and brought her hoof over her face, then sighed as she looked to the expectant Pinkie. “I’m… honestly not sure. I just sort of walked into town not too long ago and figured I’d try and find a place to stay for the night.” The off-white mare replied and Pinkie gasped dramatically.

“Wait you mean you don’t have any place to stay!?” She demanded and Faust slowly shook her head. “Oh there is no way I can let a new friend be out in the cold all night! I was going to throw you a surprise party, but that can wait. How ‘bout you stay with me tonight and we can find you a better place in the morning?” Pinkie asked the off-white mare seriously, Faust seeming a tad unsure.

“Are you sure that’d be alright? Would Mister and Misses Cake really be alright with you having a strange mare stay with them and the twins?” Faust asked the pink party pony and the mare waved it off with a bright smile. The mare simply brought Faust close in a half hug and ignored the fact that she knew far too much about her to be normal.

“Aw don’t worry your pretty head, your auntie Pinkie Pie will take care of everything.” The pink party pony replied and a smirk crossed Faust’s features. Had the pink party pony been aware of just how old she was, pushing ten thousand years old and still counting, she’d understand how ludicrous the idea of her being her aunt really was.

“Trust me Pinkie; I am far too old for you to be my aunt.” Faust stated and Pinkie snickered for a moment and patted her on the head.

“Well if you are, you look really good for your age Faustie! I could swear that you look younger than I do!” Pinkie responded while Faust looked more than a little guilty at that, and then shook her head. Eternal youth did have some perks, she’d admit that, but she had never really been one to obsess over her appearance.

“Yeah… well anyways, I guess staying with you would be alright Pinkie…” Faust replied slowly before a bright smile crossed her features. “In fact that’d be wonderfully kind of you.” The off-white mare replied and Pinkie hopped up and down.

“Alrightie then, Faustie! Let’s head to Sugar-Cube Corner, and tomorrow I can throw you a proper welcome party!” The Pink mare declared while bouncing in the direction of her home / place of work. Following behind her at a sedate pace the off-white mare had a sudden idea and quickly caught up with the party pony.

“You know Pinkie, we might not be able to have a welcome party, but that doesn’t mean we can’t have a slumber party.” Faust offered and the pink pony grinned in response and practically buzzed with excitement.

“Oh you are so totally right Faustie! Why didn’t I think of that, I mean I’ve never really had a slumber party before, well I have but that was back when I was a filly with my sisters, so this would totally be my first Slumber Party with a friend instead of my sisters. And we’ll totally have fun and play games and maybe even tell scary stories and…” The Pink Party Pony Prattled on as she pranced through Ponyville.

Faust stifled a giggle as she followed the bubbly pink mare through the streets of Ponyville. While she seemed to have a bit of a rocky start she was glad that she was already making friends on her trip. All and all it was looking like this was going to be just what the doctor had ordered… wait, speaking of doctors, was that Time Turner? It was! Inwardly the off-white smiled as it seemed her old friend was still around and made a mental note to drop in on him sometime…

Twilight Sparkle, student to Princess Celestia and Element of Magic galloped around her library. Ever since Applejack had mentioned her new acquaintances name the lavender mare had been desperately searching for a book. “No, that’s not it.” She muttered while tossing a book away and then galloped to the other side of the library. Spike and Applejack watched her as she did, idly turning their heads as she went this way and that in search of some lost information.

“Uh, sorry ‘bout this Spike, I had no idea she’d go and get so worked up over that mares name.” Applejack apologized, knowing that it’d be the baby dragon who would be putting all the books away when Twilight was done. Said baby dragon watched on with a flat expression as his older sister figure tore through the library in her quest for knowledge.

“It’s no problem AJ; I’m actually kind of used to this.” The Baby dragon responded as they watched Twilight pull several books off one of the top shelves and he sighed. “I just wish the books on the top shelves were easier to put back…” He stated with a sigh and both looked up as Twilight was buried under a sudden avalanche of books.

“Twilight!” Applejack and spike cried out before quickly rushing over to dig out the mare, only for an explosion of books to hold them at bay. The said purple mare emerged from the depths of the books with a triumphant grin, holding an old book in her magic’s glow.

“Aha! I knew we had a copy of equestrian names and their roots somewhere around here.” Twilight declared with a smile as she trotted out of the books and Spike groaned.

“I’ll get the broom…” He grumbled as he went off to the side, Twilight idly nodding her head as she looked through the book.

“You do that Spike, now then AJ are you sure her name was Faust?” Twilight questioned of her blond friend and Applejack blinked before nodding her head.

“Yeah an’ like I said before, she was right strange, she knew things she shouldn’t have known and had both wings and a horn but wasn’t a princess, and she weren’t lying ‘bout that part neither. She also said she was an Archivist or somethin’ so I figured you’d have known her.” Applejack replied and Twilight idly nodded her head with a hum, looking through the book silently before finally stopping.

“I know and that’s actually what surprised me. I knew every Archivist in Canterlot and I’ve never heard of a Faust. At first I considered the possibility she worked in the Cloudsdale Archives but given the fact that she’d clearly seen ponyville records, Tax records at that, I knew something was wrong.” Twilight explained as she turned back to her book and Applejack looked at it from over her shoulder.

“A’ight, then who the Sam hill is that filly and how the hay did she know so much ‘bout me and my family! I mean how’d she know Mac never took off medical or charity expenses from our taxes?” Applejack wondered and that caused Twilight to blink and look at her strangely.

“He didn’t?” She asked curiously and Applejack rolled her eyes.

“Sugarcube, Mac is a smart cookie but even he don’ know everythin’ ‘bout them fancy numbers an’ such.” Applejack replied and Twilight slowly nodded her head before looking back to the book she’d been searching for.

“Yes and I agree with you AJ, such knowledge alone is disturbing. I even sent a letter to Princess Celestia to ask her if someone has broken into the Canterlot Archives recently, but this “Faust” of yours doesn’t sound like a bad mare by any stretch of the imagination.” Twilight noted while stopping and narrowing her eyes on the book. Its contents were rather straightforward, but the single passage on the name “Faust” was somewhat unusual.

“I know and that was the weird part, she was so… so nice an’ open, it was kind of refreshing but with all she knew ‘bout me it was also kind of creepy.” Applejack replied with a shiver as Spike approached them from behind with his broom.

“If you ask me you’re just overreacting, maybe she’s a retired clerk from one of the tax collection agencies or something and got a new job as an archivist.” Spike offered and Twilight stopped to consider that possibility however shook her head.

“Unfortunately Spike, she knew more than just taxes. She knew Applejacks special talent, her home, her family, her daily routine, and her element of harmony. None of which is hidden, but for a mare who only just came into town that’s a bit too much to be normal.” Twilight explained and Spike frowned and scratched his head, trying to come up with a better explanation.

“What’s even weirder is her name! I mean who ever heard of an Archivist named Faust before?” Applejack questioned with a huff and Twilight glanced at her friend before letting out a sigh.

“Actually Faust is like Celestia, a single word name which is used by only one mare in all of history. Luna and cadence are as well, but to a much lesser extent. Ponies will use Celestial or Lunar in their children’s names if they wish to honor the princesses or name them after them. Faust on the other hand is a rare and almost unheard of name dating back to before the pre-classical era.” Twilight explained as she read the passage on that name.

“So what does that mean?” Spike questioned and Twilight raised a hoof for a moment, before humming and rubbing her chin.

“Honestly, it could mean her parents had a good idea of what her special talent would be when she grew up.” Twilight replied and AJ raised a brow then looked at the passage with a frown.

“Faust is a name of unknown origin; the earliest known use is given to an Alicorn of unknown origins from before the pre-classical-era said to have been an Archivist.” Applejack read and then raised a brow as she thought back to the Faust she’d met.

“Wait, an Archivist of what?” Spike questioned and Twilight shrugged her shoulders.

“Sadly all documentation from before The Pre-Classical Era is sketchy at best. There’s barely a mention of a mare named Faust here, let alone any kind of record of what she archived. All that’s still known about her is her name.” Twilight replied and both Spike and Applejack looked to one another before glancing back at the purple mare.

“An’ this has what to do with that mare I met?” Applejack questioned and Twilight looked at her for a moment before bringing her hoof to her face and shaking her head. As AJ and Twilight went back to their discussion, the Baby Dragon decided he didn’t really want to know any more about this weird mare and went back to cleaning the library. As far as he was concerned AJ was just overreacting, and even if she wasn’t the guard would deal with this “Faust” eventually.

“Think about it Applejack, what’s that mare’s job?” Twilight questioned of her friend flatly and Applejack raised a brow.

“Well she’s an Archivist.” Applejack replied and Twilight nodded her head.

“Exactly! She’s an Archivist, Faust is the name of an Archivist, thus your idea that it doesn’t fit is incorrect. She’s actually in the perfect line of work to have that name.” Twilight replied with a nod of her head before closing the book and sending it back to its place on the shelves.

“A’ight I’ll give you that one Twilight, but that still don’ explain why she knew so much ‘bout me an’ my family.” Applejack reminded stubbornly and Twilight nodded her head in agreement with the apple mare.

“True, that’s why we’ll just have to wait until Princess Celestia replies to my letter before we decide what we should do next. For all we know she could be a normal archivist, although I still find how much she knew about you disturbing, it’s nothing really damning if she has a relative who lives around here.” Twilight replied and a sour look crossed Applejack’s face.

“I don’ know Twilight, it doesn’t seem normal for a mare of any kind to know that much.” Applejack replied and Twilight idly nodded her head, admitting that there were indeed some things that no pony should know.

“I know AJ, but for now let’s just let it be.” Twilight stated and Applejack glanced out a window.

“A’ight I’ll wait, but if Celestia says something’s fishy ‘bout her I want to be the first to know.” Applejack stated with a stern look and Twilight nodded her head in understanding. She’d be just as cautious if this strange Archivist knew that much about her after all, it just wasn’t normal. “In any case I’ll see y’all later sugar-cube.” AJ stated with a tip of her hat and made her way back to Sweet Apple Acres, leaving Spike and Twilight to their own devices.

“Since AJ’s gone now, you want to tell me what you really think of this “Faust” mare?” Spike asked as he passed by his sister figure, Twilight letting out a breath.

“My thoughts are that I don’t know what to think about her right now. I’ve never met her and so I reserve the right to wait until I do before I make any kind of decision.” Twilight replied honestly and Spike nodded his head in agreement.

“Seems like the best thing to me, I still think AJ is just overreacting.” Spike assured as he picked up a stack of books and idly sorted through them. As he did Twilight rubbed her chin and tried to think of a time where AJ had ever overreacted to some pony new. The only time she could think of was with Zecora, but that wasn’t the same. AJ had been scared of Zecora, she was just suspicious of this new mare and given how much she knew of AJ, it was for good reason.

“I certainly hope you’re right Spike.” Twilight whispered quietly as one of Celestia’s lessons suddenly struck her with an ominous feeling. “Magic is powerful, but knowledge is the greatest weapon of them all.” Twilight murmured to herself as she picked up a couple of books with her magic and sent them flying back onto the shelves…

Faust and Pinkie had made it to Sugar-Cube Corner with much incident. The Cake’s had been more than willing to let the off-white mare stay for the evening. In fact Faust found them just a little too accommodating, but decided not to comment on it. Thus far Faust had been enjoying a the simple little slumber party with Pinkie. She’d even opened the prize / present she had gotten earlier, now finding herself on green sweat shirt richer.

She wasn’t sure why but she absolutely loved the sweat shirt, it was comfortable and had a zipper for when it got cold and a hood hanging from the back. In fact she was already wearing it while sitting on a sleeping bag, the sweater strangely loose on her frame and would likely fit her even in her full size. How Pinkie did that was beyond even Faust’s well of Knowledge. But as it began to get dark and Luna’s moon started to rise, it was clear that it was time to sleep at last.

Unfortunately she’d had one minor problem sense earlier…

“Achoo!” Faust had found herself sneezing quite a bit all evening. She idly wondered who could possibly be talking behind her back since she barely knew any pony in Ponyville, and one of them was right in front of her! Wiping at her nose with a sleeve of her new green sweater, the off-white mare slid her hind legs into her sleeping bag while Pinkie looked down at her from her bed in worry.

“Are you absolutely sure that you’re okay Faustie, I mean I’m fine getting sick but the Cake Twins are only foals.” Pinkie reminded and the off-white held up a hoof and nodded her head in understanding.

“Yeah I’m fine; I think some pony has just been talking about me is all.” The red maned mare replied with a smile and Pinkie giggled while sitting back on her bed.

“I always thought that was just a silly old superstition!” Pinkie declared and Faust shrugged her shoulders.

“You’d think so, but I’ve actually seen enough records of and research into the matter to say that it’s likely a very real phenomenon.” Faust replied while happily snuggling into her oversized sweater and Pinkie’s curiosity was clearly peaked.

“Really? Oh that is so cool!” Pinkie declared brightly before a sudden thought struck her. “Ooh! What else isn’t just a superstition? Like, can you really break your mothers back by stepping on a crack?” The pink part pony questioned of the off-white mare and Faust laughed lightly.

“Well no, that really is just a superstition.” Faust admitted and then took a moment to think of the different superstitions that were out there. “However I can confirm that old myth about a Pegasus wings is very real.” Faust stated with a smile and Pinkie snickered to herself.

“Really?” Pinkie questioned eagerly, the off-white mare silently nodding to the affirmative and sending the pink mare into a fit of laughter. Quickly regaining her composure the pink party pony took several breaths before wiping a tear from her eye. “Rainbow Dash always told me it was a bunch of garbage spread by unicorns because of their horns!” The Pink mare admitted with a giggle and Faust chuckled lightly.

“There’s actually a study on it called “Mood Wings”, it’s really quite fascinating but I have to admit he should’ve put the warning about staring at their wings in the front.” Faust replied and sent Pinkie into a fit of laughter even greater than before, but quickly stuffed a hoof into her mouth to quiet herself. Calming herself soon after the bubbly pink mare looked to her new friend excitedly.

“So are those rumors about a unicorn’s horn true as well?” The pink mare questioned and Faust rolled her eyes.

“No. The horn is incapable of transferring feelings of pain or pleasure because there are no nerves on it. Those rumors are actually unfounded and came from the fact that during instances of high emotional stress a Unicorn will often have some trouble controlling his or her magic.” Faust explained and Pinkie made an oh with her mouth and considered some other rumors she had always thought were fake.

“Ummm… I can’t think of anything else to ask about.” Pinkie admitted with a pout, then grinned at her new friend. “But boy Faustie you really know a lot about all kinds of interesting stuff!” Pinkie declared while hopping on her bed and Faust chuckled nervously while rubbing the back of her neck.

“Who me? Nah, I’m just really well read is all.” The mare replied truthfully, since she really didn’t get out much, and Pinkie nodded her head in agreement.

“Yeah I know! And that’s why you should totally meet my friend Twilight sometime. I mean you’re a smart pony and she’s a smart pony I bet you two would totally get along. I bet you could swap stories or compare your favorite books or talk about those research papers you know so much about.” The pink mare declared and Faust considered doing that, before reaching a hoof to her stiff shoulders.

“Actually, I kind of think I should visit that spa in town before I do anything else. My job is actually really stressful and I could use a nice relaxing day there.” Faust reported as she stretched out one wing and shuddering as several pops sounded from it. Upon hearing the mess of pops from the single wing Pinkie leaped over to Faust and tapped her back. Both of the off-white mare’s wings shooting from her sides like lightning bolts, and greatly annoying her.

“Oh wow you aren’t kidding Faustie; you’re even more stressed out than Dashie was at the best young fliers’ competition.” Pinkie stated with no small amount of surprise, then steeled her resolve. “You’re totally right about going to that spa, Aloe and Lotus will fix you up, and then you can meet the rest of my friends!” The mare decided and Faust gave her a grateful look in response as the pink party pony quickly hopped back into her bed.

“Thanks Pinkie, you’re a good friend.” Faust offered and brought a bright smile from the pink party pony.

“Oh it’s nothing really, I love seeing all my friends happy! Sometimes they need a party so they can meet a lot of ponies and make a lot of friends. Other times all they need is to relax and lose all the stresses in their life. But whatever it is they need Pinkie Pie will always be there to help!” The Pink Party Pony declared quite proudly and Faust almost reminded the party pony of a certain “Cranky Doodle Donkey” but felt that would be in bad taste.

“Well thanks anyways Pinkie, see you in the morning.” Faust offered with a yawn, her host silently nodding her head before turning out the lights and slipping under the covers. Shifting into her sleeping bag and snuggling into her new sweater, the off-white mare stared at the star filled sky outside of the window. Closing her own eyes, Faust smiled as she quietly fell to sleep, wondering what the new day would bring…

TBC…

Author's Note

Hello again, I managed to finish this one fairly quickly I think. In any case I hope you're enjoying the story and I know it's starting off kind of slow, but I'm trying to set up everything. Admittedly Faust's meetings with all the Mane six won't be the same, as seen she can't really quell her well of knowledge and blurts out information without really meaning too. This will definitely get her in trouble later, to be sure.

The Vacation: Day 2 Pt. 1

The Vacation: Day 2…

A Bit of Chaos…

The morning sun spilled through the windows of one Pinkamena Diane Pie. The light made its way across the room, its warming rays stretching out like it too was only just rousing from slumber. It crawled across her room, over bits and bobs that Pinkie had scattered across the room, her pet Gummie giving a gurgle as the sun disturbed him. It slowly passed the quietly sleeping pink pony herself, and finally it seemed to stop and settle on Faust.

Said off-white mare had been dreaming, a calm peaceful dream. A dream of bygone days of yore, long since lost. Of days spent with lost friends and nights under the stars. It was a good dream, but the sun would wait for no pony. The mare groaned quietly and muttered something under her breath that distinctly sounded like “leave me be you stupid sun”. She turned over in bed and brought her hooves over her head and tried to sleep once more.

Try being the key word here as it seemed to be futile. The mare wanted to sleep so very badly; she didn’t want the dream to end and her friends to fade into memory once more. Her friends had been a source of joy in her youth, though admittedly she was a bit of a ‘late bloomer’ back then when it came to friendship in general. But in her old age her friends had become a source of sadness, brought about whenever she thought about them and they were no longer present.

Her vacation had yet to help either, as it seemed a great many ponies greatly looked or acted like her lost friends in this quaint little town. Yet in her dreams there were no ponies that merely looked or acted like her lost friends. In her dreams she could return to old adventures and troubles from before her so called “Destiny” had come to pass. Back when she was just a relatively simple mare, albeit one who studied under Princess Majesty…

But the warmth of the sun beckoned, and like all ponies she was diurnal and thus meant to be awake in the day. Muttering under her breath the off-white mare slowly roused from slumber with a quiet groan. Shaking her head in a futile attempt to become more aware she opened a single bleary eye to look around, and then squinted it half shut. She sat up and brought a hoof to her head, her mane an absolute mess like most mornings, sticking out in any direction it could.

Smacking her lips and yawning Faust silently shook her head and blinked her eyes to try and wake up. The problem with this is that Faust is by no make or merit a morning pony. It often takes her hours before she’ll be alert enough to be cheerful. Either that or ingest enough caffeine to animate the dead, which she felt like most mornings. Faust idly wondered how she’d ever got along without the stuff, then shuddered remembering how cranky she was in the old days.

Pinkie on the other hoof…

“Good morning, Faustie!” Pinkie called out while stretching her limbs and the off-white mare muttered something she could barely understand. “I’m gonna guess that you’re really not a morning pony.” Pinkie noted aloud and Faust pushed her way to her hooves and stumbled towards a door leading to the pink pony’s bathroom. “I’ll take that as a yes.” Pinkie decided with a roll of her eyes before she leaped out of bed and trotted over to the door to the bathroom.

Inside the bathroom Faust was leaning against the mirror and sleeping once more, her snores sounding quietly against the tile. The sight of her friend in such a state caused Pinkie to giggle, then compose herself and shake her head. “Oh Faustie, c’mon it’s not sleepy time anymore, now it’s wakey time!” Pinkie declared and turned on her water, then placed her hoof under the flowing stream to sent a splash of it up into Faust’s face. Yelping the startled mare jumped back and fell onto her back, then blinked up at Pinkie.

“Why’d you do that?” She demanded of her new friend and Pinkie grinned.

“So we can start the new day silly! You’re on a vacation and every pony needs to make new friends on a vacation! But you can’t make new friends in your sleep so you have to wake up first… well, unless you’re Princess Luna. I bet she can make all kinds of friends in her sleep, what with the dream walking and whatnot.” Pinkie replied and Faust grunted while picking herself up off of the floor. Shaking her head and sending rivulets of water flying from her wet mane, Faust then took a few calming breaths before glaring at Pinkie.

“You do realize the point of a vacation is for me to relax, right?” Faust questioned of her new friend and Pinkie nodded her head.

“Of course, but how can you relax if you never wake up? I mean sure sleep is resting and all but it’s not relaxing, they aren’t the same thing you know. That’s why they call it “R and R” for Rest and Relaxation and not just “R” for Restation, or Relest, or something like that. Hmmm… what do you think they’d call it, Faustie?” Pinkie questioned and Faust’s sleep addled brain had clearly failed to keep up with the point the pink party pony tried to make.

“Ugh… can we please just get ready, then grab something to eat; I need food before I can be alive at this hour… preferably with coffee, lots and lots of coffee.” The tired mare droned with a hoof to her aching head and the pink pony nodded her head.

“Okie-dokie-lokie, Faustie! That’s no problem at all, just let me brush my teeth and mane and I’ll go make us a super duper breakfast and then we can start the rest of the day!” Pinkie declared while Faust just leaned back and stared at the pink party pony. When she realized that Faust wasn't going to leave the pink pony couldn't help but sigh. She then grabbed the off-white mare, and pushed her out of the bathroom so that she could go about her morning routine in relative peace.

Admittedly her morning routine normally only consisted of brushing her mane and teeth and of course she also washed her hooves. But it was the principle of the thing! And while most other ponies would also take some time to brush their coats as well, Pinkie didn’t as it took time she’d rather spend partying, baking, or out with her friends. She washed her hooves because she was a baker, and over the years she'd become very paranoid that she would get other ponies sick.

After all, everypony knew that you couldn’t party or even smile if you were sick!

Regardless, as Pinkie went about her routine, Faust stumbled around the pink party pony’s room while still half asleep. Smacking her lips the off-white mare took a moment to look at a few of Pinkie’s pictures. Most of them focused on Pinkie’s life in Ponyville with surprisingly few, if any, even hinting at her past on the rock farm. Faust idly wondered why that was, but given how groggy she was her brain couldn’t really process much.

Instead the mare allowed her mind to drift in an attempt to figure out how she was going to pay for a trip to the spa. Pinkie had done more than enough for her as is and she’d never allow the party pony to pay for her trip. After all, Pinkie had already fed her, gave her a wonderful new sweater, allowed her to stay over for a while at least, and become her first friend in ponyville. Only a truly bad pony would ever take further advantage of such a kind mare.

Besides, it was her vacation and she was in no way going to allow some pony else to pay for it. Sure she didn’t have a bit to her name but she was a responsible mare, and she would take responsibility for not having bits. Even if she had to earn every last bit for a trip to the spa by herself, she would not let Pinkie pay for her!

Unfortunately, that left Faust with few other options. And it didn’t hurt that she had a nagging feeling that she’d forgotten something important. She mentally examined the feeling, only to come up short of an answer. It was something important, and she knew that, but with her brain addled by sleep she couldn’t quite place it. And if that weren’t the worst of things she also felt as if she was forgetting a slew of other things, which was unusual to say the least.

“Alright Faustie, bathroom’s all yours!” Pinkie declared as she bounced out of the bathroom and broke the off-white mare from her internal reverie. Faust idly nodded her head and trotted into the room, her eyes still dazed. “So um, Faustie, what do you plan to do today?” Pinkie questioned unsurely and Faust sighed quietly. “I mean I know you wanted to head to the spa, but um… they sort of charge bits.” The Pink Party Pony noted nervously and Faust idly nodded her head in agreement as she used her magic to brush her teeth and fix her hair.

“Don’t worry about it Pinkie, I’ll figure something out.” Faust assured her friend after she spat into the sink and frowned in thought. Her list of skills were admittedly low, besides what she’d been doing for centuries, she wasn’t skilled in much else. It wasn’t surprising really, she’d pretty much never needed to know how to do much else, and her job had never really let her experiment in the kitchen with how demanding it was and so she had little skill there.

Not to say she couldn’t cook, she’d learned from Cotton-Candy back in the day, but her skills were nothing compared to a pony like Pinkie who practically specialized in baked goods.

“But how are you going to earn any bits? I mean it’s not like you can just walk up to some random pony, offer to do an equally random job, and get paid for it when you’re done.” Pinkie reminded the off-white mare and Faust grimaced, she hadn’t really considered that after all.

“Well I guess that’s true… maybe I could try something at The Library. I’m an archivist and I’m pretty sure my skills could be used there.” Faust noted aloud while idly using her horn to levitate some water and wash her face and hooves.

“But you’re on vacation Faustie! That means no work; you can’t earn bits doing your job when you’re trying to get away from your job!” Pinkie declared with a nod of her head and Faust giggled quietly and shook her head.

“I suppose you have a point. But it’s not like I can do much of anything else, my special talent technically precludes to writing.” Faust stated as she idly flicked the water from her hooves and collected the water droplets in midair. She then deposited the water back into the sink and let off a soft sigh, trying to think of a way to earn some bits. Her skills in levitation were all she knew were above average, far above average, but that skill was more or less useless unless she was doing a big job or three.

“If you’re sure, but would you at least like to earn a few extra bits helping out around Sugar-Cube Corner? I’m sure the cakes wouldn’t mind helping out a little Faustie.” Pinkie offered and the off-white mare hummed and considered her friend’s offer for a moment.

“Sure.” Faust replied while walking out of the bathroom, still wearing her green sweater. In all honesty she didn’t understand the need for such clothing, it was silly, it was pointless, but she actually liked the sweater. For one, it was comfortable, for another it was practical as Winter-Wrap-Up had only been a few weeks before, and there was still a bit of chill in the air. The fact it was a few sizes too big didn't matter either as it would probably fit her true form as well.

“Awesome! C’mon Faustie, I’ll even show you a fun couple of games we can play to make cleaning seem less like work!” Pinkie offered and Faust smiled gratefully and followed the mare down into the bakery with a friendly smile.

Faust’s tower was almost unnaturally quiet without it’s mistress to roam its ancient halls. The place was dead and deserted. Until with an explosion of light, a mismatched creature formed with its forelimbs stretched into the air. “Hellooooooo, Faust! I’m home!” The Draconequus exclaimed before blinking and looking around the entry hall. “Hello? Is anyone even here?” Discord, spirit of chaos and newly reformed villain questioned before scratching his head.

Making his way through the tower, Discord first went up as it was fairly early and if Faust would be anywhere it was getting her coffee. After all, the mare could barely function in the morning without it. That thought made Discord wonder how she had survived back before the discovery of coffee, and amused him greatly imagining how the mare had likely been even more irritable and overworked than she was in recent years.

Snickering to himself, Discord put such thought on the back burner, instead focusing on finding the mare who owned the tower. Thus Discord snapped his fingers and vanished with a sudden flash of light, only to reappear in the towers kitchen. “C’mon now Faust, there’s no need to be shy I don’t bite anymore.” Discord stated while looking around, then frowned and jumped into one of her pots, only to come out under her table.

“Faust come out, I’m here to…” He stopped to shudder and shake in revulsion before glancing around. “Apologize for messing up your records, I know how boring having to change them back had to be and I figured I could make it up to you.” Discord stated as he glanced around the dining room. “Look I even have some delicious ice cream as a peace offering, marvelous stuff and I know you don’t have any in the tower.” Discord offered while forming a tub of the icy treat in his claw and frowned when the mare continued to be a no show.

Humming lightly the Spirit of Chaos made his way into the kitchen and opened up an oven before sticking his head inside. His head then came out inside of the pantry and he took a bite out of an apple therein. Taking the fruit with him as he came out of the oven / pantry Discord continued to eat it and wander around searching for Faust. It was when he came to a pot of unmade coffee that the Draconequus widened his eyes in shock.

“Alright, something is very wrong here, Faust is a zombie without caffeine to get her going.” Discord stated to himself and then tossed his apple, which was no on fire, into a trashcan which spontaneously combusted behind him. Sparing the spectacle a passing glance he snapped his fingers to restore the trashcan and made his way to Faust’s chambers. “Ooh, maybe I actually get to scare her awake!” He considered with a grin while snapping his fingers and vanishing in a flash once more.

Reappearing in the off-white mare’s bed chambers Discord was now dressed like a fancy butler, complete with mustache. “Good evening madam Faust, I have your newspaper ready as well as a list of the hundreds of chores and jobs that you are absolutely required to do before you can even think to have any sort of fun.” Discord stated with a smirk while holding out a newspaper, The “Chaotic” Times, only to raise a brow when he saw no sign of Faust in her room.

“Alright now I know something is wrong.” Discord growled out before snapping his fingers and vanishing once more. The Spirit of Chaos reappeared in the main hall of the tower and glanced around before reaching up with a paw. Pulling down a strange horn the reformed Draconequus, then smacked his head in order to change himself; now sporting a strange mustache, a monocle, and a snazzy little Top hat.

“Miss Faust, Miss Faust, your presence is required in the foyer. Please come posthaste and remember, no galloping in the halls!” The Draconequus stated in a distinctly stuffy voice, one arm bent behind his back. However when Faust didn’t appear, or more likely start yelling at him, Discord looked around more than a little unnerved. Not only because his jokes were being left unappreciated, for once, but because as of now he was almost certain that Faust wasn’t home.

It was no lie that Faust was likely the best mare for her job. Recording and then archiving History was no fool’s errand after all. Even he wouldn’t say that her job was pointless. If she didn’t exist no one would record his chaos for posterity! But there was an even more dire reason for Faust to exist, and a greater purpose to her presence in The Tower. It was not so much to record everything, but more to protect all that collected knowledge from those who would use it to their own advantage.

“Now look here Faust, I know we don’t get along but that’s no reason to ignore me!” Discord shouted loudly while looking around for any sign of life. Unfortunately the Spirit of Chaos was starting to feel antsier and thus snapped his fingers to disappear. He reformed inside of a strange, crazed room with what looked like endless stairs bending and turning in all directions. Strangely enough, this was actually a room in The Tower and not one of his own creations.

“Ahhh… that’s so much better, sweet sweet chaos you never let me down.” The Draconequus declared with a shudder of joy and then cupped his chin. “Alright, so Faust isn’t home, what’s the worst thing that could possibly happen?” Discord questioned while floating among the stairs, his very nature as the spirit of all things disharmonious suddenly conjuring the worst possible scenario from somewhere in the depths of his mind.

Said scenario was actually simple enough, some stupid unicorn, he liked Trixie so she’d be his inner scape-goat, could waltz right into the tower. Once inside and with no all-powerful Alicorn to stop her, the unicorn would have full access to all the most powerful spells in all of history, even the lost ones. Not only that but have access to the notes which had originally lead to Faust becoming an Alicorn, thus the secret would be blown, and the unicorn would also become all powerful and…

“No! While that would be an admittedly amusing bout of chaos on Faust’s watch. I’m supposed to be good now so I can’t let that happen!” Discord declared, being surprisingly noble for once in his extended life. “Besides that, I really don’t want more of those annoying spoilsport Alicorns running around! Four of ‘em are more than enough to bug me as is!” He added, thus completely ruining any possible idea that he was ever noble…

The Draconequus frowned to himself as he considered ways he could protect the tower. First up was that he could stay, and while the Crazy Stairs room, the Labyrinth, and the plethora of other chaotic rooms Faust had would likely keep him very entertained, he liked being free a bit more. It also didn’t hurt that Faust’s tower was hidden away and it was unlikely that anypony could get at it, but that didn’t make it impossible.

It was the fact that it was possible for some random pony to stumble on Faust’s tower that worried him so much. He’d done so as well back when he was the ruler of Equestria, and took to picking on Faust whenever he got the chance. He admitted that doing so was in very poor taste, and that Faust’s job was boring enough without him messing with her. But then again it was also so much fun to mess with her! She always made the most amusing faces when she got mad at him!

Shaking his head of such thoughts Discord returned to his original train of thought, a sudden idea sparking in his mind and causing him to grin darkly. “Well now that is a positively delicious idea.” He said to himself as he sat up and began to rub his paw / claw together with an evil grin across his face. His idea was crazy, it’d leave Equestria in utter panic and chaos, and it would also be so worth it!

And the best part was that he even had a valid reason for doing it. Celestia and Luna couldn’t punish him for doing something to protect Equestria, so it was a win win on his part!

“Oh yes, I think I know of a way to make a little chaos, and also be a good little soldier for Celestia.” The so-called “reformed” villain noted before grinning to himself and snapping his claws once more, an amused chuckle echoing throughout the tower as he suddenly vanished in a flash of light…

Faust ducked down below a finished cake and placed it onto a tray while levitating the tray to a counter. At the same time she was stirring several bowls of batter and putting some cakes and pastries into and out of the many ovens in the bakery. Also at the same time she had cleaning supplies moving through the area to clean any mess left in the wake of the many floating baked goods being shifted all around.

Faust found it oddly fun to be using her skill with levitation in this way. It wasn’t because she was earning bits, but because she had a friend making it more enjoyable. After a brief song and dance on making cupcakes, the off-white mare had been put on cupcake duty while Pinkie worked on a cake or two. Halfway through her first batch, Faust started humming an old song and then began to levitate everything around them with her magic.

Pinkie herself watched it all with amusement, weaving and moving through the objects with surprising ease and delight. She giggled as a broom walked by on its bristles, a mop following behind it and a bucket of water trailing behind that. “This is soooo awesome!” Pinkie declared happily, Faust giggling and smiling as she continued to hum a merry little tune. Pinkie joined in on humming the tune, thinking it familiar for a moment before continuing her own work.

The Pink Party Pony soon found herself literally walking on bowls Faust moved for her to use as steps. Digging into a cabinet and still humming the tune, her tail shaking in time with its beat, the pink party pony brought out a few bags of sugar. Her desired confection located she jumped to the side and slid down a trail of red magic with a squeal of delight. Landing on her hooves and giggling happily the mare glanced around for her sugar.

The corner of a bag suddenly tapped her shoulder and the party pony grinned seeing her bags trapped in a crimson magical glow. “Oh thanks!” The mare declared happily while taking the sugar, Faust rolling her eyes and smiling to herself. It was definitely more fun using her magic with someone around to enjoy it. Pinkie was probably the only adult mare that would enjoy such a silly use of levitation, but it was still far more enjoyable than her usual workday.

Still humming quietly Faust let out a slight yawn as she started to bob her head to the tune. Her magic continued moving even as she struggled to keep herself awake and at least somewhat coherent. Unfortunately the last time she’d had such trouble… well, let’s just say her tower was never quite that clean again. Keeping one eye open as she continued humming and using her magic, Faust took a batch of cupcakes out and place them onto the counter.

“Oh Faustie, this is so much fun!” Pinkie declared while riding one of her bags of sugar around the room, opening it over a bowl to allow it to spill out. “I normally love baking, but it’s never been so much fun before!” The pink party pony declared with a laugh as she was whisked away by the floating bag of sugar. Faust smiled in appreciation, watching Pinkie as she somehow kept up and worked with the floating and seemingly living objects around them.

“Really? You’ve never had a unicorn do this before?” Faust questioned and Pinkie silently shook her head while stirring one of her own bowls of batter. “That’s weird, Cotton-Candy and I used to do this all the time.” Faust noted aloud, only to frown as memories of the past crept into her mind, and Pinkie looked up with a confused look on her face.

“Hey, I thought you said you couldn’t bake?” Pinkie noted and Faust nodded her head.

“I can’t, not really at least. But Cotton-Candy was a master with sweets; it was her special talent after all, but in any case she sort of tried teaching me. Although I honestly think she preferred eating sweets to baking them.” The off-white mare replied and Pinkie made an oh with her mouth then returned to her own sweets. She licked a floating spoon for a quick taste test, grinned widely, and returned to her work with a bounce in her step.

“Still, I’m glad you decided you’d work here for some bits. Not that I don’t think you could’ve found something else to do in Ponyville, but this is the most fun I’ve had in the kitchen in forever!” Pinkie declared with a giggle as she hopped to the side and kicked a cake into an oven.

“But I thought you loved baking things for your friends, and every pony in Ponyville is your friend, so you’re always baking for your friends.” Faust reminded the pink party pony, which caused Pinkie to stop for a moment and then grin.

“Hey yeah you’re right! I totally never thought of it like that! That means I’m always baking for my friends no matter what I do!” The pink mare chirped happily then hopped over to Faust to silently watch the pastries as they continued to float around them.

“Pinkie, what is that racket in there?” Mrs. Cake questioned as she walked into the kitchen, only to yelp and duck beneath a floating tray of cookies which one of them had baked… though when they did was any ponies’ guess at this point.

“Hi Misses Cake!” The pink party pony exclaimed while Faust silently hummed and bobbed her head to the tune, idly making more and more treats without so much as thinking about it. “Look at all the treats we’ve made!” Pinkie declared and waved over to an ever growing mountain of cake and pastries which made the older mare’s eyes widen.

“Oh my… um, Pinkie I think this might be a bit too much!” Mrs. Cake declared with wide eyes and Pinkie raised a brow and then stopped to look at the mass of baked goods. She idly noted that besides cakes there were also muffins, cookies, cupcakes, and somehow a few other pastries she’d never even seen before sticking out here and there… and the pile was still growing as Faust silently did all the work.

“Whoa, uhh… Faustie I think we need to stop baking now.” Pinkie said and yet the off-white mare seemed to either ignore her or didn’t hear her as she continued to hum and bob her head to the tune. Mrs. Cake listened to the tune for a moment, picking up the ups and downs in her head before she finally realized why it sounded so familiar.

“Is that “The Princess’s Apprentice” she’s humming?” Mrs. Cake questioned seriously and Pinkie looked from her employer to the other mare and shrugged.

“I don’t know, I just thought it was a fun little tune.” Pinkie admitted and then yelped as more baked goods started to pile up and nearly fell on her.

“Well I was asking because it’s an old symphony I heard as a filly. According to my mother it was written about a student to the Princess who used magic too powerful for her and flooded her master’s home. It also involved living brooms and cleaning utensils if memory serves.” Mrs. Cake explained while watching one of the living brooms sweep the floor. “So maybe this is that famous apprentice…” The mare wondered suspiciously as she stared at Faust intently.

“Well I don’t know about that, I think Twilight would mention if the princess had another student.” Pinkie noted while trotting over to Faust and dodging the ever moving mass of baked goods and cleaning utensils. Ducking under some of the flying objects Pinkie popped up next to Faust and shook her awake. “Faustie stop it already! We have way more than enough cake and treats to feed all of Ponyville!” The pink party pony exclaimed loudly, which served to startle her friend awake.

Faust blinked her eyes open and looked around to see the chaos she had wrought. She let out a groan and brought a hoof to her face, then dragged it down and sighed tiredly. This wasn’t the first time she’d let her magic run away with her, not by a long shot, and it wasn’t even the most impressive incident. However that still didn’t make Faust feel any better about the fact that she had, yet again, caused havoc by losing track of herself.

“Not again…” The mare bemoaned quietly then let out a breath and concentrated on stopping all the baked goods. Those that were already filled quickly went to bake and those that weren’t went to the side. Looking to Mrs. Cake sheepishly Faust bowed her head. “Sorry about that, I’ll sometimes lose track of myself if I’m having too much fun or when I’m really sleepy.” The mare offered with a thin blush on her face, and Mrs. Cake let out a quick breath.

“It’s alright dear, no harm no foul.” Mrs. Cake assured with a friendly smile, and then looked to the small mountain of treats. “Just… never ever try to use your magic like that ever again. It saves time sure, but I’d rather not have so many treats. We can only sell so many in a day and they don’t keep for long, even with magic.” Mrs. Cake pleaded and the off-white mare nodded her head in agreement with the baker.

“I’m so sorry Misses Cake, Faustie and I tried to finish all the baking for you as fast as possible. And well… she has some really awesome levitation magic!” Pinkie explained with a sheepish grin while Faust chuckled nervously. Mrs. Cake on the other hoof looked around and then stopped on a broom that walked by sweeping up the floor while a mop and bucket followed behind it and decided that this was a bit much, even for Pinkie.

“Err yes… I see. Well I think you girls have really done more than enough. So if you wouldn’t mind disenchanting everything I’ll pay you and you can have the rest of the day off…” Mrs. Cake offered then twitched as more objects flew overhead. “… and maybe even the rest of the week as well.” She mumbled while glancing at how the objects defied all laws of gravity thanks to the off-white mare Pinkie had recently befriended.

“Really? Awesome! C’mon Faustie let’s put everything away and head over to the spa!” Pinkie stated with a grin and Faust nodded silently. Narrowing her eyes the off-white mare stood on her hooves and the dishes began to float to the sink where they began to wash themselves in beat to the tune Faust started humming once more. The broom continued to sweep, the mop continued to mop, and now several towels came and dried everything behind them.

Soon enough everything was clean and even sparkled, Mrs. Cake gaped in a mixture of shock and awe, and Pinkie practically buzzed with excitement. “That was so awesome, Faustie! The only Unicorn I’ve ever seen do something like that is Rarity, and even she can’t make all that move all at once! I mean Twilight might be able to, but I’ve never seen her do so much with the ease you do it all!” Pinkie gushed excitedly while Faust let out a breath and blew into her mane.

“I actually got so powerful because of Archiving; I’ll move all my work around at once just like that for filing and such. I’ve just gotten good at doing it over the years.” Faust replied casually, Pinkie tilting her head before bouncing over to Mrs. Cake. Said blue mare stared at Faust for a moment longer before finally pulling her jaw from the floor and looked back to Pinkie.

“Pinkie, are you absolutely positive she’s a normal mare and not a princess… cause that display really seemed like a bit much for a normal unicorn.” The older mare stated and Pinkie looked to Faust who chuckled nervously. Pinkie sighed, turned back to Mrs. Cake, and nodded her head.

“She says she isn’t a princess, and I don’t know of any princess that looks like her.” Pinkie replied and Mrs. Cake looked to Faust a moment longer before she turned and made her way to the register in the main room. “You know Faustie; I bet it gets annoying how ponies think you’re a princess all the time.” Pinkie noted and Faust let out a breath and nodded her head.

“Somehow I have the feeling it’ll become more annoying as time goes by.” She replied honestly before the two mares walked out to see Mrs. Cake taking some bits from the register.

“Alright, here you are girls. Try not to spend it all in one place.” Mrs. Cake said as she gave the bits to the two mares, Faust grasped hers in her magic while Pinkie somehow managed to hold hers in one hoof. The off-white mare actually stared when she saw this, and wondered how a flat hoof could possibly hold a bag. She inwardly theorized a few possibilities, but Pinkie was an Earth Pony which made it even more confusing.

“Thanks Mrs. Cake!” Pinkie happily announced before she slipped her bits into her mane. Faust couldn’t help but star when this happened, idly turning all around to try and see where the bits had gone. “Whelp, we’re heading over to the spa, see you later! Oh, and there’s still a cake in the oven.” Pinkie declared happily then grabbed Faust and pulled her off behind her. Mrs. Cake let out a breath she hadn’t known she was holding in when they were finally gone.

She loved Pinkie dearly; the other mare was almost like a little sister to her. She couldn’t really think of Pinkie as a daughter since she wasn’t quite that much older than her. But even she could admit that the pink party pony was a bit too much to handle. Living with her for a few years had dulled the effects by a wide margin, she was used to Pinkie’s “Uniqueness”, but when you added other strange ponies to the mix it tended to get out of hoof…

“I swear, sometimes it’s like Pinkie gets stranger and stranger friends every week.” The older mare murmured under her breath before silently making her way into the kitchen. With the work done for the day, more or less, she’d now have to take inventory and likely set up a sale. If for nothing else then to get rid of all the baked goods before they went stale.

Meanwhile, Pinkie and Faust trotted through Ponyville, Faust humming a soft tune. “Hey, I think I’ve heard Fluttershy singing that before.” Pinkie noted with a smile only to tilt her head as Faust let out a sigh. The off-white mare was lost in her memories, idly remembering the past when she would bake with her own friends. Cotton Candy and Surprise were both notorious sweet addicts after all, although Cotton Candy was far worse about it than Surprise had ever been.

“It’s actually the oldest song in recorded history. It predates Celestia and Luna, Starswirl the Bearded, and even the Crystal Empire. Its lyrics have been lost to time but parents still sing the tune to their foals to help them get to sleep at night.” Faust replied without thinking, still traveling down memory lane and a sad expression crossing her face as she remembered her long lost friends…

“Oh that is so cool! I wonder if Fluttershy knows how old the song is or if she knows its lost lyrics?” Pinkie questioned and Faust giggled quietly.

“Probably not Pinkie, but new lyrics have been given to the tune over the centuries; Princess Celestia even commissioned a new set of lyrics in honor of her student and the other elements of Harmony.” Faust replied and a wide grin spread across the pink party ponies face.

“Really? That is so awesome!” Pinkie declared with a happy bounce and Faust couldn’t hold in a giggle at her antics. Sure Pinkie was immature, it was very clear to the off-white mare, but she actually found it rather refreshing. Unfortunately as they trotted into the busy streets of Ponyville, more than a few of its citizens started looking at Faust warily. The looks were only somewhat subtle as they were at least trying not to stare, but still more than a few were curious.

Of course Faust was becoming more and more aware that her “Disguise” hadn’t been the best of choices for a disguise. She had assumed that Winged Unicorns and Horned Pegasi were normal in this age, and she had records which stated as such. However thinking back to those records, Faust remembered that some of the ponies on them had only vestigial wings at best, or their horns were misshapen. At worst the horns / wings weren’t even fully developed or were extremely fragile.

And if that were the case then Faust reasoned that the pony, or perhaps their parents, would have the useless appendages / growths entirely removed at a young age. In fact, now that she took the time to think about it, it seemed very likely to have happened. Sure the few foals born with both fully intact would likely have kept them. But on the flip side those with wings that weren’t fully developed or horns that were broken or otherwise deformed would likely have had them removed at a young age.

“That would certainly explain why so few of them are around after all this time. And it might even explain all the looks if they were more confused with why I kept both…” Faust reasoned aloud and Pinkie shot her a curious look.

“Uh, what was that Faustie?” Pinkie questioned of her off-white friend and Faust smiled softly.

“Oh nothing Pinkie, I was just thinking out loud for a moment.” Faust replied dismissively and the pink party pony shrugged. They returned to their companionable silence; however it seemed that Pinkie was now more acutely aware of the stares around them. The Pink Party Pony glanced around several times, each time some pony or other tried to quickly look away so as not to be blatantly caught staring at them.

Glancing around, Pinkie couldn’t help but notice the looks and frowned. “Boy, ponies sure seem confused by you huh, Faustie?” Pinkie couldn’t help but notice and the off-white mare nodded her head.

“Yeah, I think having both wings and a horn is still a bit of an oddity, especially in a small town like this. Admittedly more and more foals are popping up with both of them, but now that I stop to think about it only one in every ten of those have both fully developed while the others have them removed. The fact I have both, fully intact I might add, is more than an oddity and clearly they are curious about them.” Faust explained to her friend with a wave of her hoof.

It was the best explanation she had at the moment, and it seemed the most likely reason for the stares in her mind. Pinkie however merely shrugged, she wasn’t as curious about the why, and merely hoped that the ponies would eventually stop staring at Faust like she was strange. In her mind it couldn’t be fun to have every pony constantly staring at you, well unless you liked that kind of thing, but clearly Faust did not.

“Well in any case, I hope that ponies get used to you soon Faustie, it wouldn’t be any fun to be on vacation if ponies are always nervous around you.” The pink pony noted and a smile crossed her off-white friend’s face, before she glanced to the sky.

“Sun in the sky, I certainly hope you’re right Pinkie.” Faust mumbled to herself, Pinkie looking to her with a raised brow.

“Sun in the sky?” She questioned curiously and Faust froze and mentally cursed. She’d actually forgotten that ponies didn’t swear by the sun or moon anymore, now it was all “Celestia” this or “Luna” that. Sometimes she really missed the good old days when you could swear by a heavenly body without having to refer to some pony.

“In ancient times Ponies actually worshiped the sun as a deity and the moon as her sister. In fact, ponies only started to use Celestia and Luna’s names in place of simply “Sun” or “Moon” around the time that they became princesses. Some ponies even believed that they were the sun and moon made manifest, although this couldn’t be further from the truth.” Faust explained as calmly as possible, given she was trying not to alert ponies to her. Pinkie made an understanding noise, then stopped and raised a brow when she realized something.

“Wait, you know about stuff from before the Princesses were even princesses?” Pinkie asked with a suspicious look, and the off-white mare mentally kicked herself for the slip. And she really did wonder what was wrong with her today.

“Oh well, um… yeah. There are a still a scant few records of the old days that have survived the ages. I read through some of them and discovered the old saying. Even Celestia herself still swears by the sun and moon.” Faust explained quickly although felt a bit bad for the outright lie she was telling her friend. Pinkie on the other hoof rubbed at her chin thoughtfully for a moment. The Pink Party Pony then cast a suspicious look at Faust, the off-white mare feeling more than a little unnerved by the attention.

“Are you sure there’s nothing else you wanted to tell me?” She asked the off-white mare suspiciously and Faust shook her head quickly with a strained grin.

“No, nothing at all! What else could I possibly have to add?” The mare declared a little too loudly and watched nervously as Pinkie regarded her once more. Soon enough the Pink Party Pony shruuged her shoulders and smiled at Faust.

“Well c’mon then Faustie, let’s get you over to the spa!” Pinkie declared with a smile and Faust breathed a sigh of relief. The off-white mare was glad to get off such a sensitive topic, she didn’t like lying to Pinkie, but she honestly didn’t want to be treated differently just because she was an Alicorn. Especially since being an Alicorn was more or less taken in tandem with being a Princess in this day and age.

“Right, let’s do that before I stress myself out even more.” Faust murmured in agreement with the pink pony. Pinkie herself looked at her new friend with concern, and noted just how jumpy the mare was acting. She idly wondered if perhaps she was always so highly strung, before she realized something about the off-white mare.

“You know, you’re a lot like my friend Twilight. She’s always stressing herself out, even about little things. Like this one time she thought she needed to send a new friendship report to the princess and kind of caused the town to go nuts. Or there was this other time where she tried to figure out my Pinkie-Sense. Or another when…” Pinkie explained and went into a bit of a tangent while Faust couldn’t help a wince in sympathy for the purple unicorn.

After all, while it had been many years, she had once been a relatively normal mare with a normal, if not stressful, life. And as Faust was lost in her memories, Pinkie suddenly stopped her story. Faust didn’t notice in the slightest however, as Pinkie spotted a regal white unicorn trotting in the same general direction they were. She then grinned widely when she saw the familiar marshmallow white mare with the curled violet mane and tail.

“Hi Rarity!” She declared loudly, the cry startled the white mare and she looked around before finally spotting her friend. Rarity quickly composed herself and smiled as she approached the pink party pony.

“Why hello there darling, how are you?” Rarity questioned of her friend cheerfully, the sudden voice drawing Faust out of her reverie. The off-white in-disguise alicorn mare blinked and glanced at the new pony. She instantly recognized the mare as none other than Rarity, of course Pinkie shouting her name had helped a bit. However she also noted that the mare bore a passing resemblance to her old mentor and friend, Princess Majesty.

“Oh I’m fine.” Pinkie assured Rarity with a grin then brought a foreleg over Faust’s withers. “I’m just out helping my new friend, Faustie!” Pinkie explained with a grin and the fashionista raised a brow and looked to Faust with a curious glance. Only to twitch when she saw the baggy green sweater Faust wore.

“Darling I do hope that it’s not too forward of me to ask this, but umm… why exactly are you wearing that sweater?” Rarity questioned of the off-white mare with a visible shudder. Faust idly raised a brow; inwardly she wondered why she shuddered like that and why she was staring at her sweater like she was.

“Because I like it…” Faust replied unsurely and before Rarity could say anymore Pinkie intervened with a slight snicker.

“Don’t mind Rarity, Faustie, she’s had a bit of a “thing” about the color green since Trixie turned her mane green.” Pinkie explained with a grin and Rarity fixed Pinkie with a sudden look. Faust on the other hand made an oh with her mouth and gave a silent nod. She idly remembered that incident but hadn’t thought it would have such an effect on the unicorn mare. Then again she’d seen lesser incidents have even stranger effects on Ponies.

“I do not have a “thing” against the color green!” The said white mare insisted then exhaled a breath and tried to regain her composure. In truth she didn’t have a thing about the color green; she just thought the baggy old sweater was a bit much. Especially since the sweater was clearly made to be worn by a mare of a rather significant size larger than Faust. “In any case darling, do pardon my rudeness, I’m…” Rarity started only for Faust to quickly interrupt her.

“Rarity, Element of Generosity, owner of Carousel Boutique, Ponyville’s Premiere Fashionista. On most days you can be found making dresses or hunting for gems. Although your special talent at a cursory glance pertains to finding gems, it’s actually for finding inner beauty, like discovering a diamond hidden within a bit of coal.” Faust stated crisply, and then looked to Rarity to see the mare staring at her strangely.

“Yes, actually.” Rarity responded unsurely at first, and then smiled proudly. “Well it’s nice to see that my reputation precedes me. Although the bit about my cutie-mark is rather interesting, I’d never actually thought of it like that.” Rarity admitted while idly taking a moment to consider the off-white mare’s idea of what her special-talent was. “In any case I don’t believe I caught your name, miss…?” Rarity questioned and Faust rolled her eyes.

“Faust, my name is Faust.” The off-white mare replied with a slight incline of her head. “And before you ask, I’m a Winged Unicorn, not an Alicorn.” Faust added with a frown, clearly tired of explaining the difference, which Rarity wisely left alone. The white mare was actually more surprised and confused by her name, as she had never heard such a name before.

“Well I admit I wondered about that too, I’m actually a bit more curious about your rather interesting name. I dare say that I’ve never heard of any quite like it.” Rarity admitted curiously and Faust chuckled lightly.

“Yeah, it’s kind of from a really old legend.” Faust responded with a wave of one hoof, which was basically a half truth. Faust was a name from legend, true, but that was because it was her name and she was essentially a myth to most Ponies.

“Well in any case it’s a pleasure to meet you Miss Faust.” Rarity offered with a curt bow of her head, which Faust found fitting of the proper pony. Rarity then looked up for a moment then clicked her tongue and turned to Pinkie. “Do forgive me Pinkie, I’d love to stay and chat some more but I actually have a prior engagement that I simply must attend too.” The fashion pony stated only for Pinkie to slip to her side with a grin.

“You’re heading for your weekly spa-visit with Fluttershy right?” Pinkie questioned of her friend and Rarity gave a slow nod of her head. “Then no worries! Faustie and I were just on our way to the spa as well!” Pinkie explained and Rarity looked back to the said off-white mare.

“So I suppose since you two are heading to the Day Spa, that she has a rather stressful job and is in dire need of relaxation.” Rarity reasoned and Pinkie snorted and nodded her head.

“Totally, but I also kind of think Faustie might be really highly strung like Twilight. Cause she seems to overreact and get really stressed out a lot.” The Pink Pony replied with a wave of her hoof and in earshot of the off-white mare. Faust understandably shot her friend a rather sour look, eyes narrowed and lips pulled back in a tight frown.

“In my defense, Archiving is a lot more work than it sounds. Especially when I have to keep up with constant influxes of records, date every single report, and…” Faust started to rant only to stop when she noticed Pinkie and Rarity giving her a look. The off-white mare then chuckled nervously and scraped her hoof along the ground as she looked down. “Sorry about that, my job is kind of a sore spot for me.” The off-white mare apologized and Rarity trotted to her side.

“Oh it’s quite alright darling; I know how troublesome it can be trying to keep up with ever mounting piles of work day in and day out without any free time to relax and unwind. Even if you love what you do it can still wear on your nerves.” Rarity replied with a sympathetic look to the mare, and she shot Rarity a grateful smile in return. However both mares gave a yelp as Pinkie suddenly jumped between them and brought them close to her sides.

“Alright girls lets shake those tails and get a move on! Woo!” Pinkie exclaimed before bouncing off in the direction of the Day Spa. Once the pink party pony was out of earshot Faust looked to an equally bewildered Rarity.

“I know I haven’t known her long, but I have to ask, is she always soo…?” Faust tried to question and Rarity slowly nodded her head.

“On most days, though sometimes she can actually be worse.” The white unicorn replied with a shudder and Faust felt no small amount of surprise.

“How bad are we talking?” The off-white mare questioned and Rarity rolled her eyes.

“Let’s just say she can be somewhat prone to antics… and leave it at that.” Rarity replied with a knowing smile, and Faust decided to leave it at that. After all, some things were just better left alone, and Pinkie Pie was certainly one of those things…

Princess Celestia, Co-Ruler of Equestria silently walked the halls of Canterlot Castle. Her horn enveloped in a golden glow as she looked over her faithful students notice. A frown marred her visage at the idea of a mare with access to such sensitive information. Rolling the parchment with her magic she frowned in thought. She had just finished speaking with the head-archivist and Archive Guards about the possibility of a break in.

However much to her confusion not only had there been no such break in, but neither the archivists nor the guards had ever so much as seen a mare like Faust. Celestia trusted her staff implicitly, and those who worked in the archives were all loyal to a fault. It was not without reason that there was a rather lengthy screening process for becoming an archivist in Canterlot.

The most important reason being the amount of sensitive information they would be required to handle, not to mention the amount of potentially dangerous spells that they would have to store. But regardless, the idea of some pony with personal information on one of Twilight’s friend was very worrying. And by the moon and stars she swore that she would get to the bottom of it!

“Sister, you seem perturbed.” The sudden voice of her sister startled Celestia out of her reverie though she hid it well. She silently glanced to her side and saw Luna looking at her, a curious look on the younger mare’s face. “Tell me, has something happened?” Luna questioned of her sister and Celestia clicked her tongue.

“Twilight has reported that there is a strange mare taking a vacation in Ponyville, one who had access to sensitive not to mention personal information on her friend Applejack.” Celestia responded and then looked away from her sister as she looked over what she knew of this mare named Faust. “The mare has stated she is an archivist, and the only archivists who would have access to the information mentioned are either in Ponyville or here Canterlot.” Celestia explained and Luna hummed as a frown crossed her face.

“I see. That is most distressing news, dear sister.” Luna noted seriously and Celestia nodded her head in agreement with the younger alicorn. “But pray tell; are any of our Archivists on vacation in Ponyville then?” Luna asked and Celestia narrowed her eyes. They were still walking the halls of the castle, a stray Guard here and there saluting as they passed by. Idly, Celestia noted that they were heading in the direction of their quarters, which suited her just fine.

She needed to think, and she did her best thinking in her study. And she had much to think about on this matter; who this strange mare was, and how she had acquired such information were but one part of it. Another was why the mare’s name had been so familiar to her. Not only that but she had felt a brief moment of happiness when she read the name out loud. She also felt that she wasn’t taking this breach of security as seriously as she should be, more because of that name than anything.

“No, I actually just finished speaking with the head-archivist on such matters and it seems every pony is present and accounted for.” The ancient mare responded while continuing to ponder the situation and Luna hummed once more.

“Did you happen to get this mare’s name then?” Luna questioned and Celestia nodded her head.

“Faust.” She stated simply and Luna raised a brow.

“What?” The lunar diarch questioned and Celestia released a soft sigh.

“Her name is Faust.” Celestia reported and saw an odd look cross Luna’s face.

“Truly?” The starry maned mare inquired and Celestia nodded her head, a frown crossing Luna’s face soon after. “Hmm… an Archivist named Faust. That seems oddly familiar.” Luna murmured and Celestia glanced to her sister curiously.

“Luna, could you possibly tell me how you feel when you heard the name?” Celestia questioned of her sister and Luna gave her a confused look.

“Why?” Luna asked bluntly, Celestia sighing when she did. Luna had never been one for beating around the bush. Even as a foal she’d always been rather blunt and to the point. Then again it didn’t hurt that a thousand years ago it was normal for them to be blunt. There was a reason that the “Traditional Royal Canterlot Voice” was little better than screaming with enough force to shatter stone…

“When I first read the name out loud I felt it was familiar. At first I had believed I’d known a mare by that name before. Given my age it wouldn’t be unusual for me to have known a different Faust.” Celestia admitted as they turned down a hall and approached the doors to her study. “However, I also felt strangely happy to hear the name, especially coupled with her work as an Archivist, as if I knew the mare at some time.” Celestia explained and Luna raised a brow.

“I see, well I can say that I…” Luna started before she silenced herself and narrowed her eyes. “Sister, did you leave the door to your study open?” Luna questioned and the solar diarch frowned deeply.

“No. I didn’t.” She replied as both royal pony sisters approached the door and threw it open with a flourish. Both sisters were thus surprised to see a familiar Draconequus reclining in midair with an old leather bound book in hand. He seemed to ignore both princesses in favor of the book as well, silently flipping through it before snickering into his claw.

“My my Celly, who knew that you could actually be fun…” Discord mumbled with an amused grin as he flipped through the book, Celestia’s eyes narrowing on him dangerously.

“Discord!” The Solar Diarch growled at the intruder angrily before trying to lung at him. Luna quickly placed a hoof on her sister’s tail to stop her, the older pony stumbling forward then glaring at her for protecting the mad Draconequus. Said mismatched mad pony had his left eye turn on his head to look at them while still reading the book with his right eye.

“Oh hello there you’re most esteemed royal majesties, how is every little thing?” Discord questioned with a grin stretched across his face. Celestia scowled and glared daggers at the Draconequus while Luna took a closer look at the book he was reading from. She then brought a hoof to her face and groaned in her throat while still holding Celestia back by her tail.

“Really, you’re reading from her diary? Really?” Luna questioned flatly and Discord shrugged his shoulders, even as he continued to flip through the book. Letting out a groan and continuing to restrain her livid sister, adding a bit of magical restraint to the physical, Luna fixed the Draconequus with a flat look. “Don’t you have better things to do than act like a foal?” The Lunar diarch questioned while Celestia growled angrily, and the mad Draconequus merely scoffed.

“For your information I’m actually here on important business.” Discord replied seriously, and then smirked as he continued to flip through Celestia’s diary. “I just got a bit sidetracked…” Discord mused as he stopped and read about a potentially juicy little tidbit from the solar diarchs past. “Ooh wouldn’t want that one getting out now would we?” He mused with a particularly evil grin on his face, and Celestia’s pupils dilated as all color instantly drained from her features.

Clearly the solar diarch had an inkling of what he’d discovered, and it clearly wasn’t something she wanted getting out. And while Luna was admittedly curious about what could turn her sister sheet white, she was not about to let Discord pick on her for chuckles.

“Discord, I believe that you have had more than enough fun at Celestia’s expense. Return my sisters belongings and get to the point.” Luna ordered sternly, her horn alight with midnight blue magic. The mad Draconequus gave a dramatic sigh as he rolled his eyes and turned upside down in midair.

“Oh fine, have it your way… miss spoilsport.” Discord harrumphed while crossing his arms, then sent the book flying at Celestia with a snap of his fingers. The Solar Diarch snatched the book out of the air all but quivering as she clutched it close to her chest and gave a grateful look to her sister.

“Honestly sister, you must hide your secrets more securely.” Luna chastised and Celestia’s look of gratitude turned to a flat one.

“Hide them, from the very spirit of chaos?” Celestia questioned flatly while she kept her diary as secure in her grasp as physically and magically possible. “You mean try to hide a book from the very same being that can warp reality itself to suit his whims.” She questioned flatly and Luna blinked and then smiled sheepishly.

“You make a good point.” Luna admitted , having briefly forgotten just who they were dealing with given how childish he was acting. Then again while he was indeed a genius, of sorts, Discord had never been one to pass up the chance to annoy her and Celestia. The mad Draconequus reading her sisters diary hardly seemed outlandish considering the other things he’d done simply to annoy them since earning his freedom.

The mass of spiders he beset upon Celestia, which she was deathly afraid of, had been proof of the fact he enjoyed a good prank. In fact, it seemed that now that he was essentially free he was using it as an excuse to prank them as often as he could. Somewhere in the back of her head, Luna believed that it was some kind of revenge for trapping him in stone for so long…

“Yeah, I’m pretty great.” Discord agreed while he buffed a claw against his chest and glanced at his nails. Grunting in annoyance, Luna briefly wondered whether or not she preferred Discord when he was their enemy. At least back then she didn’t have to suffer through his antics.

“What do you want Discord?” Celestia demanded with barely restrained anger, the mad Draconequus shooting the mare a mock hurt look.

“Why Celestia I’m shocked, simply shocked!" The Draconequus declared as he crossed his arms and shook his head. "I mean can’t I even visit old friends without being accused of wanting something?” The mad Draconequus questioned dramatically, both royal pony sisters looked to one another for only a second, before shooting him an un-amused stare.

“No.” They stated together and the spirit of chaos chuckled and wiped a mock tear from his eye.

“Oh you girls, you really do know me so well.” Discord admitted and then snapped his claws, where he then vanished in a sudden flash of light. The Mad Draconequus then reformed between the two sisters with an arm draped across their withers a wide grin stretched across his face. “Sadly I don’t really have time to explain everything here, and I really need you two to come with me.” The Mad Draconequus stated with a nod of his head as he watched both sisters.

And before either alicorn could react, the spirit of chaos quickly brought them close to his sides. “So since I’m a bit pressed for time… it’s time to go!” He stated jubilantly then snapped both his claw and paw before all three vanished in a sudden flash of light...

TBC…

Author's Note

And it's finally done! I've been working on this one on and off for the past while, sadly Real Life can get in the way. Doesn't help that I'm kind of lazy but what can you do. Anyways, I hope you enjoyed the chapter and continue to enjoy the story, until next time dear readers.

The Vacation: Day 2 Part 2

The Vacation Day 2:

Memories…

The Tower was silent and cold without Faust. It was dormant, alone, but when a presence began to form in its walls, it seemed almost as if the Tower came alive. Fires were lit in every hall, torches blazed and burned. The wind stirred within the ancient structure and a haunting noise echoed about its ancient halls and corridors. The Tower was not like normal buildings, for it was made with magic, and like all objects created with magic, it had taken a life of its own…

There was a sudden Pop and Discord appeared in the center of the Tower’s Entry Hall, Celestia and Luna in arm. The fact that the tower was somewhat alive was why a smile crossed his lips and he glanced around. “Huh, seems like it likes you two.” He noted as a sour frown worked its way across his face. The Tower wasn’t fond of him, not in the least; and he suspected it was mainly due to how Faust disliked him.

Unfortunately, neither did the two alicorns he’d just foal-napped from their castle.

“Discord what is the meaning of this!?” Luna demanded as the Draconequus released her and Celestia from his grasp. The ancient spirit of chaos then snickered as he vanished, his mouth left hovering in the air above them.

“Oh, nothing much? I’m just making absolutely certain that no stupid unicorns come around and invade the Tower for my dear old friend, Faust.” Discord replied while his mouth turned upside down and formed a frown. “Well, at least until I can find her that is.” He amended and Celestia blinked and looked at the Draconequus strangely. Luna however was clearly not amused in the slightest, as she had taken to glaring at Discord with enough venom to poison a basilisk.

“Discord this is not a game, you cannot simply pull us from Canterlot and our subjects, then expect us to look after one of your ‘friends’ home for you!” Luna shouted at the Chaotic Spirit while Celestia’s eyes widened and she looked to the Draconequus seriously.

“Wait, did you say Faust?” Celestia inquired and yet Discord ignored her in favor of playing with Luna a bit. Celestia just wasn’t any fun when she was being serious, and Luna was so amusing when she was mad.

“Actually I can, and I just did, little Lulu.” Discord replied and snickered into his claw as the Princess of the night stomped towards the door of the tower. Luna narrowed her eyes onto the door and charged some magic into her horn, the spirit of Chaos appearing above her as she did.

“Discord I’m trying to ask you a question, did you say that your friend is named Faust?” Celestia tried to ask the mod-spirit of chaos once more, only to be promptly ignored as Discord turned upside down and shook his head while watching Luna.

“I really wouldn’t do that if I were you.” Discord noted while buffing his paw against his chest then glanced at his claws while Celestia dragged a hoof across her face. The Princess of the Sun honestly had to wonder why it seemed like Discord only ignored her when she actually wanted his attention. Then decided it was because he was the spirit of Chaos, which seemed to preclude to a great deal of randomness on his part…

“Be silent Discord! I will not be held at bay by simple walls, and you shall not have your way!” Luna growled at Discord, the spirit of chaos rolling his eyes and tsking.

“Don’t say I didn’t warn you.” Discord said in a sing-song tone, which piqued Celestia’s interest as Luna snorted and narrowed her eyes on the door. The magic gathered at her horn for a few more moments before Luna spread her hooves and aimed at the door, the magic gathering to the tip of her horn as she did.

“Have at thee!” She exclaimed and fired a bolt of magic at the door… only for it to fizzle on contact with it. “Wha… what is this! How did a mere door withstand my magic?” Luna demanded and Discord let out a breath and vanished. “Discord?” Luna questioned looking for the mad draconequus, and soon found him tapping on the door which gave a might metallic ring.

“This is not just a “mere door” little Lulu.” Discord stated flatly, and then waved to the massive door with a sudden flourish. “This right here is one solid foot of wrought iron. A material which just so happens to nullify any magic that it comes into contact with.” Discord explained and then snapped his fingers to appear behind Celestia. “Even I can’t get through that door… well… if I wasn’t able to bend space to my whims at least.” Discord admitted with a chuckle and Luna let out a snort and glared at the walls.

“Very well, as we cannot leave through yon door, then we shall make an exit through the walls!” Luna snarled while forming into a mist of shadowy magic and shot toward the wall, only for Discord to roll his eyes as she was held at bay once more. “What sorcery is this!?” Luna demanded as she tried to pass through the wall, only for it to hold just as firm as the door.

“No sorcery actually, the walls are just lined with another foot of iron Lulu.” Discord stated as he formed in front of the princess of the night, Luna snarling as he then clicked his tongue with a thoughtful frowned. “In fact, the chances of any magical creature actually escaping this tower are slim to none.” He explained and Luna lunged at the mad draconequus, only for him to snap his fingers and appear out of harm’s way.

“Enough foolishness Discord, we have had more than we can take of thy antics! Release us this instant and we might not return thee to thy stone prison!” Luna declared and yet Discord merely grinned, Celestia letting out a breath.

“Hey now! I’m actually doing something for the good of Equestia and you’re threatening me for it!” Discord growled at the princess of the night, while Celestia decided that Luna had been riled enough and trotted to Discord and glared at him herself.

“What do you mean for the good of Equestia? What does guarding this place have to…” She started only to be cut short as Luna collapsed. “Luna!” Celestia cried and was by her sisters side a moment later, the lunar diarch groaning as her coat paled to a midnight blue, she shrank to a far smaller size, and her mane and tail both shrank and turned powder blue.

“Well it looks like you two are being effected by this place a lot sooner than I thought… go figure.” Discord noted to himself with a smirk while rubbing his chin with a grin. Celestia narrowed her eyes on the mad draconequus, and tried to think of what he could mean and why Luna had shrunk.

“What are you talking about Discord?” Celestia demanded only to stop and sway in place, barely bracing herself as she began to change as well. Her body shrank down significantly, her mane fell flat in a long straight pink that cascaded partially over her face, and her tail followed after. Panting and barely managing to stand on her hooves, her shoes, torc, and crown far too large for her smaller frame, Celestia gave Discord a weak glare as he snickered.

“Oh Celly, I forgot how cute you used to look!” Discord cried and started to laugh uproariously at the weakened Solar diarch. Celestia on the other hand groaned and concentrated for a moment, her magic quickly resizing her regalia to a manageable size for her altered frame.

“What… what just happened… to me?” Celestia panted out and noted how much higher her voice sounded. The mismatched mad-pony snickered at the voice coming from the “mighty” celestia and grinned cheekily.

“The walls, ceiling, and floors are all lined with Wrought Iron, which nullifies magic. So not only can’t you get out, but neither can the magic of the sun and moon reach either of you, which also means you get to go back to looking like the normal little alicorns you used to be.” Discord replied calmly, idly buffing his claw on his chest while Celestia’s pupils dilated and the scope of what had happened made itself known.

“Discord this is madness! Without Luna and I connected to them no pony will be able to raise and lower the sun and moon!” The solar mare cried and Discord scoffed and gave Celestia a flat look.

“I know of at least one pony that is still linked to the sun and moon.” Discord replied cryptically, much to the solar diarch’s confusion. “But in any case I’ll take over the sun and moon cycle, it’s not like I can’t keep them spinning you know.” Discord reminded the mare and Celestia narrowed her eyes on him dangerously.

“I swear Discord, if you harm any of my ponies I’ll…” Celestia started only for Discord to mock her voice and appear in her face.

“You’ll what, turn me to stone? Can’t, Fluttershy won’t help you. Banish me to the moon? Again, you can’t, because you need the elements for that too.” The mismatched mad-pony reminded the white mare who merely glared at him. “Oh I know, you’ll probably just nag me to death for the rest of eternity…” Discord mused to himself and Celestia let out a snort and tried to look as intimidating as she could… which wasn’t much considering her drastically reduced size.

“Ugh… thou wouldst be wise to silence thy tongue; lest we see thee suffer for thy foalosh actions once our power is restored…” Luna mumbled from the floor and Discord rolled his eyes, then watched as the lunar mare was helped up by Celestia. “Thank thee sister…” Luna mumbled and then noticed she’d reverted back to her archaic speech patterns. “I really must stop that.” She grumbled and Discord shrugged with a grin across his face.

“If you ask me it’s a lot more fun when you talk like that!” The mismatched mad-pony noted aloud and both royal pony sisters merely gave him a look. “Ugh, what is it with Alicorns! I swear it’s like you’re all just a bunch of uptight no fun spoil-sports!” Discord declared and crossed his forelimbs over his chest, and Celestia rolled her eyes and silently approached him.

“Well maybe if you explained what is so important about this place we’d actually be more inclined to believe you’re doing this for a good reason…” Celestia reminded only a moment before Discord grabbed her and Luna and then snap his fingers. The three formed within the tower’s library, Celestia’s eyes bolting open upon seeing a library that was over five stories tall with hundreds of rows of books… “Oh my…” The solar diarch whispered with wide eyes as she tried to take in the sight of so many books.

“Allow me to welcome you both, to The Grand Archives! The single greatest collection of knowledge in all of Equestria!” Discord exclaimed as he threw his arms wide, and then stroked his goatee and glanced at two stunned princesses. Luna looked all around, barely able to imagine such a massive collection of books; it made the entirety of the royal library look like a mere foal’s book case by comparison!

“Whe-where did all of this come from?” Luna inquired of the mismatched mad pony and Discord clicked his tongue and flew into the air.

“The resident Archivist has been alive for the past ten, not one nor two or even three, but ten thousand years.” Discord declared and then crossed his forelimbs with a nod of his head. “And in that vast amount of time she has collected and copied every piece of history and literature in its entirety. Even personal books, such as your diaries, are copied via a spell and stored in here.” Discord explained while pulling an exact copy of Celestia’s diary, though it had far less wear and tear, from one of the shelves.

The mismatched mad-pony then grinned and spun up into the air to stand on one of the many shelves. “And that’s not all! For the tower holds secrets far more ancient than even that! For instance, maybe you want to learn a little magic?” Discord asked while leaning down from his perch and grinned at a wide eyed Celestia as he caused four very old books to start floating around both her and Luna as well.

“Then take your pick of the litter! Perhaps you’d enjoy reading from the personal notes of Star-Swirl The Bearded?” Discord mused while taking hold of the book and cupping his chin with a thoughtful nod. “No? Then how about Clover the Clever’s research into ancient Pony rituals designed to move the sun and moon…” Discord offered, much to Luna and Celestia’s shock as those notes had been lost for centuries.

“You don’t need those you say?” Discord asked mockingly and suddenly vanished and appeared as a tiny version of himself sitting on a large black / red leather book. “Then if you’re looking to the dark arts, why not take a gander at some of King Sombra’s old spells then; I guarantee that you won’t be disappointed.” Discord urged as he waggled his eyebrows, Luna hissing and backing away from the book as if it were a venomous snake.

Not even batting a lash at Luna’s extreme reaction Discord suddenly reappeared over a glass case and tapped on it with a grin. “Sombra’s level of dark magics a bit too much for you to handle, then why not try the personal notes of Nightmare Moon herself, every twisted little spell or potion she ever came up with!” Discord offered with a grand wave while Luna looked to the book with clear distress.

“B-But that book was destroyed! We personally threw it into the sun!” Luna exclaimed while Celestia frowned and made a note to look through that book later on. There had to be a reason that Luna was so distressed from spells and potions she came up with as Nightmare… though whether or not she’d like or despise those spells, that was quite another question, but she wouldn’t blame Luna for what happened under The Nightmare’s influence.

“Too true and good work with that, this book has some seriously nasty spells in it. But like I said, Faust records every book, even ones she would honestly rather hurl into the sun herself…” Discord replied with a nod of his head, then spun on his goat leg and jumped into the air, landing on yet another case. “Take for instance this baby right here!” He declared and motioned down to a new case that gave Celestia pause.

For within a strange glass case was a disturbing looking book. The book seemed to be sewn together from animal hide, with dragon bones made into the spine, a paw from a lion used as a clasp, and a griffon’s eye glared from the center of the book. A lock on the case was equally strange as it seemed to have FANGS and was somehow glaring at Discord and letting out a low growl as he motioned down to its contents.

“For this little number here is the real coup-de-gra, the utter pinnacle of all things dark and malevolent. Ladies I give to you, The Necronomicon itself!” Dicord declared and both princesses leaped back with wide eyes. Luna whimpered and backed into a wall farthest from the book, every fiber of her being screamed at her to run away from the thing. Not because of what it held, but because of the things that book could do on its own.

At Luna’s side, although Celestia was able to stand somewhat against the book she still shook as she looked at the book. She actually shook in fear as she gazed at the most fabled and feared book in all Equestrian history. Its contents were perhaps the most forbidden magic in Equestria, and with good reason. It was written by the single most twisted unicorn in the history of ponies, it was blight on the land, and she had desperately hoped that it was only legend…

Clearly, her hopes were in vain, for now she was staring at a thing of true nightmares.

“Yes you heard me right, The Necronomicon, its contents known far and wide as perhaps the only true BLACK magic in Equestria. Bring the dead to life as an army against your enemies, damn the souls of those who wronged you, or just turn yourself into an undead creature of the night, it’s all right here!” Discord declared while waving to the evil book which both princesses were trying their hardest to keep as far away from the book as physically possible.

“That’s right folks, it’s all yours. All you have to do is crack this baby open and the most forbidden and dangerous spells in Equestrian history could be yours…” Discord declared while reaching down, then yelped and jumped back as the lock actually bit him. Celestia and Luna, who had been keeping their attention on the book, suddenly looked to the strange look with confused expressions as Discord grunted.

“That is, if you can figure out how to get that lock to let you have it!” Discord admitted while glaring at the lock, which glared and growled right back at the mismatched mad-pony. “I tried everything but it’s made of iron and yet somehow Faust managed to enchant the blasted thing to keep every pony out!” Discord exclaimed and then chuckled. “Admittedly I liked the idea of this lock so much that I used it on some ponies… but it wasn’t that effective. Hooves are a bit too hard to bite…” Discord noted with a shake of his head and then snickered to himself.

“But put it on a couple of Griffon’s things! Now that’s funny! They kept getting their claws bitten whenever they try to open these babies! I have to admit it’s an ingenious idea and I positively love how Faust came up with it! She’s got all the knowledge in the world and what does she do to protect the single most evil thing here? She puts a living lock on it that bites you!” Discord cried with a wide grin and roaring laughter, and was it any wonder why he seemed to like Faust so much?

“Discord!” Celestia and Luna shouted at the mismatched mad-pony and Discord shook his head and wiped a stray tear from his eye. He realized he was getting a bit off track, not without good reason in his opinion, but that was debatable. The mismatched mad-pony then grinned at Celestia and Luna for a moment, snapped his fingers, and the three vanished once more. They reappeared in another section of the library, closer to the ground and with Discord leaning into a book case.

“In any case, if it’s not raw magical power you’re interested in, then how about a little blackmail material instead.” Discord offered and pointed one of his fingers to a large case that bore a royal emblem upon it. “Celestia, Luna, Cadence, Blueblood, Twilight Sparkle, or any pony else, we’ve got every diary and journal ever written right here all of them ready and ripe for the taking! Every dirty deed and dark secret they’ve ever hidden could be yours if you just reach out and take it!” Discord exclaimed while clenching his claw shut and then cleared his throat and calmed down, arms crossed behind his back.

“But I digress; within these walls every book that has ever been written is stored! It has both fiction and nonfiction alike. From the rare to the mundane to the forbidden and even the childish, so many books and tomes are held here… but there’s still more.” Discord continued and snapped his fingers, vanishing in a sudden flash with the two alicorn princesses.

This time the three appeared in a sitting room, a nearby fireplace alight and crackling softly, the mad-draconequus resting in a comfortable chair dressed in a comfortable robe and fez, a pipe held in one hand. Luna and Celestia on the other hand glanced around quickly, and couldn’t shake the feeling of familiarity that the comfortable sitting room had for them. Idly taking a puff of his pipe the mismatched mad-pony looked to Celestia and Luna and turned stone serious.

“For you see, beneath the tower and currently locked tight as a drum, are the true archives. These Archives hold perhaps the most damning and sensitive of information. Records, surveys, legal documents, birth certificates, and even genealogical trees, everything a pony would want desperately to hide, all copied and stored in the deepest part of the tower, all known to one mare, Faust the Archivist.” Discord declared and then snapped his fingers once more, all three appearing back in the entranceway.

The mad mismatched draconequus then gave a surprisingly stern look to Luna and Celestia as he crossed his arms behind his back. Neither Princess had ever seen such a serious expression on the draconequus face before, nor did it help to put either of them at ease as they finally realized the true gravity of the situation. “And as you well know if knowledge is power, then the one who controls the tower…” Discord began and Celestia’s eyes narrowed.

“… is a god.” The solar diarch replied and Discord gave a curt nod of his head.

“By the sun, this place is a disaster waiting to happen! Why has no pony told us of its existence! It needs more than mere guards or iron laden walls; it needs an army to insure nothing gets in here!” Luna declared while looking around and then suddenly stopped and trotted over to one of the pictures on the wall, while Discord scoffed.

“The tower is far from prying eyes Little Lulu, it’s hidden in what was once “Dream Valley” and other than myself and a few griffons, no pony has every managed to find it.” Discord assured and then looked around nervously as he thought of the sheer volume of knowledge in the tower. Things even he didn’t want loose were held within its walls. Ancient and terrible things that had been long since trapped within the walls of the tower never to be released…

“But then again, Faust is gone and I really don’t want to take any chances with this place falling into the wrong hooves.” Discord admitted and Celestia scowled at the mismatched mad pony. “Or paws. Or claws. Or hands. Or whatever the case might be for whatever different species could potentially stumble upon this place while Faust is away.” The mismatched mad-pony added more as an afterthought and Celestia silently nodded in agreement.

“Then why bring us here? Why not get Faust to…” She started only for Discord to pop up in her face. And as he did he glanced behind Celestia to see Luna staring at one of the pictures that lined the entry hall, namely, one of Faust herself.

“Maybe because I don’t have any clue where Faust is, or perhaps because I didn’t want to stay here, or even because I knew you two could take better care of it than I can.” Discord stated and then clicked his tongue for a moment. Truth was he just didn’t want to end up bored in the tower; cause then he’d start messing with the records again. Faust was angry enough with him and he was honestly trying to get on her good side.

The fact Faust was the personal student and archivist to Princess Majesty, who had to be the single most frightening pony to ever live, had absolutely nothing to do with it. No, none at all!

“At least until I find Faust that is… no matter how long it takes. Even if I have to search every cave in the mountains or stone in the sea, I will find her!” Discord declared with a fist held high before a sudden grin crossed his features. “Speaking of, I think I’ll start my search in The Bahamares, I hear they’re just lovely this time of year.” Discord stated with a snap of his fingers, a straw hat and a pair of sunglasses materializing on his person.

“Wait, Discord! She’s…” Celestia started to say only to groan and drag a hoof down her face as the mismatched mad-pony snapped his fingers and vanished once more. “… in Ponyville.” Celestia grumbled and then looked back to her sister to see her staring at a portrait. “What did you find that’s so interesting Luna?” The solar diarch questioned with a sigh and Luna silently raised a hoof to point at the portrait.

Celestia followed her sister’s instructions and found her own eyes widening as she saw a portrait of an off-white alicorn mare with a red mane and tale, the name “Faust” on a copper plate at its base. “T-Tia, is that, was she… is she…” Luna tried to ask, her mind a jumble as she saw who the archivist was. Celestia on the other hand blinked and then let out a soft sigh.

“Well at least that explains why her name is so familiar.” Celestia noted even as a smile crossed her lips, old memories that were half forgotten bubbling to the surface. Giggling lightly she then looked to Luna who continued to stare at the portrait with wide eyes. “Come on Luna, Discord will probably be gone for a while and I honestly have no idea how to get out of here. We should at least look around and familiarize ourselves with the building until she returns.” Celestia stated before trotting away and Luna quickly shook her head and followed after her.

“W-wait for me Tia!” Luna cried as she galloped after the older mare, the portrait of Faust with an open book in front of her, and two fillies under her right wing, one white with a pink mane, the other dark blue with a powder blue mane, left behind them…

(??)

A flash of light was the only forewarning the ponies had as a sphere of light ripped its way to freedom from their castle home. Five frightened mares hurried to their princess as she gazed at the spectacle silently. “Princess Majesty what the heck is going on!?” A magenta blue maned Pegasus demanded of the ruler while the said tall white violet maned mare glanced at her from the corner of her eye.

“Something amazing.” Majesty replied cryptically, a mysterious smile gracing her lips as the light suddenly broke apart. Now six swirling lights spun around a seventh much larger light and slowly lowered toward the ground. Mere moments later, a soft familiar voice echoed on the wind as the swirling lights began to change from pure white, to all the colors of the rainbow.

“In order to establish order one must first understand Harmony, for harmony and order are one and the same. And in order for Harmony to exist there must be certain Elements to sustain it... I have found these elements in every pony, but they are strongest in six special ponies that I have come to know as my friends.” The voice of their friend echoed softly on the wind, a soft pink mare with white / purple mane raising a brow.

“Is that…” She started to question only for one of the six spinning lights to turn the same shade of purple as her star shaped cutie-mark.

“When offered one wish of her own, she gave it up so that every pony else could have their own chance to make their dreams come true. She is a mare whose heart is without greed and whose Charity has inspired every pony she’s ever met. Twilight…” The voice whispered as the light shot down spinning around the mare for a moment before latching itself around her neck. The light then formed into a golden necklace with a star shaped purple gem in its center. The pink mare brought a hoof to her neck and lightly touched the gem, the star shaped jewel giving a pulse.

“Charity? I’ve never seen it as charity; I’m just a little generous at best.” Twilight murmured under her breath before another light began to change and the voice returned.

“Compassion is a trait that is sadly rare in the world, but she has it in spades, both friend and foe alike have known this compassion, for she offers it willingly to all things. Posey…” The voice continued in a soft whisper as a butter yellow earth pony with a pink mane blushed. A second later a pink light like the petals of her flower cutie mark shot down and spun around her neck for a moment, before latching onto her as the other had. And a golden necklace with a pink flower shaped gem was left in its wake…

“Oh… um, I’m flattered really, but honestly, I was just showing them all a little Kindness.” The yellow mare stated with a bashful smile. Moments later another light changed, turning bright red and spiraling down.

“I’ve seen monsters and beasts and yet she never abandoned me nor any of our friends, she’s stood by us through thick and thin. Devotion is an element worthy of praise, but so too is the one who bares it. Firefly…” The whisper continued as the red light spun around the neck of the magenta mare for a moment before forming another necklace. Gold like the others this one bore a red lightning bolt in its center.

“Heh, I don’t know about “Devotion”, but I do know I’m pretty loyal.” The magenta mare declared with a smile and Twilight rolled her eyes.

“That’s what being devoted means.” She stated pointedly and Firefly blinked and scratched her head.

“Then why didn’t she just call me loyal in the first place?” The magenta mare questioned with a confused frown but before Twilight could explain another light lowered and began to change.

“She knows who she is and who other ponies are, and bears the Integrity needed to always be true to herself and others. Applejack…” The whisper continued as an orange light spun around an orange blonde maned Earth pony for a moment before latching to her neck. A golden necklace with an orange apple shaped gem was thus left in its wake.

“Well gosh, I mean I don’t know what to say, honestly I never thought I was that special.” The orange mare mumbled while idly running a hoof over the apple shaped gem of her necklace.

“Dear, being clumsy and accident prone doesn’t detract from who you are or make you any less special.” Twilight suddenly noted with a kind smile directed to the apple mare. “It’s being true to yourself despite what other ponies say that makes you special.” Twilight told her and the orange freckled mare blushed and started to kick dirt when another light began to change.

“Looking to the brighter side of things when everything is dark is hard, but she’s always been there to help me. She’s hopelessly optimistic in even the worst of times, and I’m proud to call her my friend. Surprise…” The voice whispered and a white Pegasus grinned widely before practically bouncing on her hooves as the blue light lowered and spun around her neck.

“Woohoo! My turn!” She cried out and her friends rolled their eyes as the light spun around her neck. A second later it latched onto her, and a golden necklace with a blue party balloon was left in its wake. “But yeah, I guess I am kind of optimistic, but c’mon, a little Laughter is all you need to make the day look brighter!” The white mare declared with a grin before they watched as the final light lowered itself.

“Individually these elements are special, but it takes something more to make them amazing. For the final elements one must have the Leadership to inspire those around her to use their gifts. She is the one who has led me for years, and who ignited the Spark which helped me meet my wonderful friends. Princess Majesty…” The voice finished as the last light flowed down to hover over the princesses head for a moment, before exploding into a shower of light.

The lights faded and the other ponies gasped upon seeing an ornate golden tiara with a Spark shaped gem at its apex. Glancing up, the unicorn Princess rolled her eyes and smiled with a shake of her head. “I suppose Sparkler will be pleased; now I actually have a crown...” The white mare noted more to herself than anyone. “Although, I think it should be noted that that spark and the bonds it forms are just a bit… magical.” The princess noted mysteriously while the final light began to lower.

“And thanks to my friendship with these six wonderful mares, I have also come to understand myself and my own talents. At first I thought all I could do was write, a talent that was useless in helping my friends. To write is fine, but that is not the end of my talent. For I have discovered the Creativity within myself, and with it, I’ll bring about a new age for every pony!” The whispered voice continued as the final light touched down. The six mares watched with barely contained anticipation, a smile crossing Princess Majesty’s face.

“Okay, what’s happening now?” Applejack questioned even as her necklace began to glow brightly.

“I don’t know but I really hope she’s alright…” Posey replied worriedly, her own necklace giving off a brilliant glow.

“She’ll be fine, she’s got us with her remember!” Firefly reminded the butter yellow mare and her own necklace gave off a brilliant glow.

“Of course she has us with her! And when she gets out I’m gonna throw her the biggest surprise party ever!” Surprise declared with a grin, her necklace giving off its own brilliant glow.

“It’s not much of a surprise if you announce that you’ll throw it to the world.” Twilight noted with a sly smirk, and the white Pegasus stopped to ponder her statement for a moment. At the same time, Twilight’s necklace also began to glow. Smiling as she looked from her little ponies glowing necklaces to the swirling mass of light, Princess Majesty let out a happy sigh.

“Good work, my most faithful student, you’ve certainly come such a long long way… and I couldn’t possibly be any more proud of you.” The princess whispered then closed her eyes as the gem on her tiara began to glow brightly. A moment later the princess opened her now brightly glowing eyes as a beam of energy shot from her tiara. At the same time, power was sent flying from the necklaces worn by the other mares, combining into a brilliant rainbow before it began to spin around the last orb.

The rainbow of light twirled around the orb of light, and the orb itself between the colors of the rainbow. The wind began to pick up around the rainbow colored sphere as it landed on the ground. It distorted for a second and then began to expand. A moment later, the orb simply vanished and where it had been a pony now stood. The off-white pony slowly rose up, before a pair of wings flew open and her eyes opened, a spark shining within the depths of her eyes.

“H-Holy bucking mother of Tartarus!” Firefly exclaimed with wide eyes upon seeing her friend, the now tired mare looking up and swooning. She was stopped from hitting the ground by Majesty, the white unicorn moving to her side before she could fall.

“Easy now, you’ve been through quite the ordeal.” Majesty stated kindly as she allowed the mare to lean into her side. A second later Surprise zipped to Faust’s side and tapped on her horn before pulling one of her wings open with wide eyes.

“Whoa, you have wings and a horn now!” The white Pegasus exclaimed and the off-white mare gave her a look.

“What are you talking about; it’s not possible for a pony to just spontaneously…” The mare started to say before bringing a hoof to her head, and then glanced to her sides, her eyes widening at what she saw. “Oh… I do, never mind then…” Faust noted with a great deal of calm, and then began to twitch and look to her friends. “I think I’m going to freak out now.” The mare stated with a nod of her head, Majesty merely giggling as she nuzzled her neck.

“Be at peace my faithful student, all is well and you have no reason to “Freak out” as you so eloquently put it.” The older mare stated with a smile, the younger mare blinking and then fidgeting in place.

“But Princess, I’ve never in all my studies encountered any kind of reference to some pony suddenly growing new limbs! I mean for pony’s sake what just happened to me!?” Faust demanded while trying desperately to calm herself down, which was quite easy as Majesty nuzzled her lightly.

“Please now dear, try to calm down.” Twilight urged and trotted next to the off-white mare. “I mean really, we’ve fought dark gods and monsters made of lava. I grant wishes and have talked to the moon; Firefly chases rainbows on a daily basis…” Twilight started and the said magenta mare huffed and crossed her forelimbs.

“Hey! Say what you want, but Rainbows are fast! I swear, if a pony could channel a rainbow’s speed, she’d totally be the fastest ever!” Firefly declared quite loudly, only to be promptly ignored by her friends.

“Yes well, and we’re all friends with Princess Majesty who not only leads every pony but also turns our enemies to stone… or to trees, like that time she turned an army of trolls into a forest. Or just makes them bubble away into nothing like she did to that one dragon.” Twilight finished before they all glanced to their princess, who merely smiled and waved a hoof happily.

“In my defense they all had it coming.” She stated with a nod, still smiling even as an ominous dark aura formed around the normally gentle mare. “Nothing tries to harm my little ponies without answering to me.” She stated ominously and her friends chuckled nervously, and Twilight quickly looked back to Faust. Said mare shivered as her mind conjured the images of her princess angry... there was a reason she tried her hardest to never make Majesty angry.

“Yes well, compared to all of that, I honestly think that you growing an extra appendage or two is probably the tamest thing to ever happen to us.” Twilight finished with a nod of her head, Faust silently looking to the ground as she thought it over. It was true that they had been on quite a bit of adventures, even a few without Majesty there to protect them…

“But then… what does this make me now? I’m not any kind of Pony I know of, and I know Sea Ponies and Flutter Ponies for crying out loud!” The mare exclaimed frantically while physically leaning into the princess to try and keep herself calm. Said mare merely smiled and looked to the mares friends for any ideas, only to shake her head upon seeing them looking to her.

“Well then, I suppose it makes you a new kind of pony.” Majesty replied before tapping a hoof against her chin. A moment later she smiled as an idea presented itself in her mind. “So, how about we just call you, an Alicorn?” Majesty questioned of the younger smaller pony and she took a breath and then released it.

“Well, I suppose that works…” Faust decided then grunted as Applejack tumbled into her. The two ended up in a jumbled pile, Applejack quickly trying to untangle herself before helping Faust back to her hooves as well. Looking more than a little sheepish, the clumsy apple mare quickly tried to apologize to her friend.

“I’m so sorry! I really didn’t mean to do that!” Applejack’s hasty apology was silenced as the other mare rolled her eyes and wrapped her forelimbs around the apple mare’s neck. The clumsy apple mare blinked for a moment before hugging her back with a smile.

“Never change Jackie…” She whispered before Surprise pounced on them with a hug of her own, the two mares smiling despite how tight it was. The three then felt Posy wrap her forelimbs around them unsurely, the butter yellow mare smiling softly as they looked to her.

“Well I’m just happy that you’re alright, I can’t imagine how frightening it must’ve been to be all alone in that ball of light.” Posey whispered while hugging Faust from behind, Firefly gagging at the side.

“Ugh… this is way too much mushy stuff for my tastes…” The Pegasus began only to help as Twilight pushed her into the hug before joining in at her side. “You did that on purpose!” Firefly shouted and glared at the pink mare, Twilight smiling in response.

“Maybe. But then again, all you needed was a little push.” Twilight replied and a slight blush spread across the Pegasus face before she muttered something under her breath and hugged her friend. Smiling in the back ground, Princess Majesty trotted forward and rested behind the mass of ponies, who then looked up to her. A moment later the princess wrapped her own forelimbs around them all, a smile across her face…

And as she was surrounded by her friends, Faust troubles seemed to melt away. The questions about what had happened didn’t echo in her mind. And she didn’t worry about what was yet to come. All that mattered was that she was with her friends, and she felt happy and safe with them at her side… However a haze seemed to come over her mind a moment later a sudden voice cried out from all around her.

“Faust!”

Faust was startled from her slumber and quickly tried to figure out where she was. It took a moment for her mind to catch up and remind her that she was in the Ponyville Day Spa. She idly remembered that she’d gone there with Rarity and Pinkie-Pie, and met their friend Fluttershy on arrival. She also remembered that Rarity insisted on paying for her spa day, no matter how she tried to insist she didn’t need too, and that she’d fallen asleep during her massage.

Her mind caught up, Faust tried to calm her rapid breathing, before she looked to her side. There she saw that Rarity, Pinkie Pie, and Fluttershy were staring at her with concern. Taking another calming breath the off-white mare tilted her head and managed a weak smile. “Is something wrong?” The red maned mare questioned and mentally groaned at how soft and weak her voice sounded.

Pinkie looked to the off-white mare nervously before slowly motioning to the mares eyes. “Um… Faustie, we were just wondering…” Faust was treated to a sight of Pinkie looking unsure of herself as she struggled for the words. “Why are you crying?” The pink party pony finally questioned and Faust quickly brought a hoof up to her eyes. The wetness she felt beneath them was a reminder of her dream, which was a reminder of old friends.

As much as it pained her to admit it, she really missed her old friends. Pinkie, Fluttershy, and Rarity reminded her of some of them. Rarity was a bit more like Sparkler than Twilight, Pinkie of Cotton Candy as well as Surprise, and Fluttershy was a bit like Posey. Her time with the three had probably dragged her memories of her friends to the surface, and of course, that day. That day she changed, and after which where everything changed.

Inhaling a breath the off-white mare sighed tiredly and looked to Pinkie Pie. She wasn’t smiling or even trying to fake one at this point, it would be pointless given how she felt. She knew Pinkie wouldn’t want fake smiles any more than she wanted frowns, so decided on neither.

“It’s nothing you need to worry about, Pinkie.” Faust assured though her voice was quiet as she released a breath from her nose. “Just some old memories.” Faust whispered while staring at the ground, and closed her eyes as more memories pricked at her mind. Pinkie frowned seeing the downcast look on the mare’s face and quickly decided it was best to get the mare out of her memories.

“So Faustie, what do you think you’ll do when we leave the spa?” Pinkie questioned and Faust blinked and frowned in thought. Rubbing her chin the off-white mare gave it more than a little thought before Rarity suddenly spoke up.

“Well if you don’t have anything to do, you could come to my shop. I’m certain I’ll be able to find something that looks good on you… besides that old sweater that is.” Rarity offered while looking at the green sweater strangely. Rolling her eyes and yet smiling to Rarity all the same the off-white mare idly nodded her head.

“Sure Rarity, that’d be fine.” Faust decided while stretching her forelimbs out until they gave a sudden pop. She’d honestly never known just how much stress she’d worked up over the years, but then again, as sad as it was she was pretty used to being stressed. “Personally, I’m just happy to finally relax. I haven’t had a break in forever.” Faust stated only for Pinkie to somehow pop into existence at her side.

“I think you mean foooreeeveeerrr.” Pinkie stated with a grin before zipping back to her place and leaving Faust more than a little confused. Even knowing beforehand that Pinkie could be somewhat Random, she was found the reality to be far more than even she had anticipated. Even on her worst days, Surprise had never managed to really break the laws of space… well at least not too horribly.

“Err, right. Anyways, I think it’d be nice to try out a few new styles Rarity.” Faust replied and then thought back to her wardrobe… or lack thereof. “I have to admit my own wardrobe is a bit… dated.” Faust admitted nervously, the truth being all she had in the ways of clothing was winter clothes and a few ribbons given to her by her friend Bow-Tie. And those ribbons had only ever been tied around the base of her tail and occasionally her in mane…

“Um, Miss Faust?” Fluttershy questioned timidly and the off-white mare glanced in her direction and raised a brow. She knew that the butter yellow Pegasus had severe confidence issues, and because of that it was hard for her to be comfortable around new or strange ponies. The fact that Fluttershy was so at ease around her was impressive, and likely a testament to how relaxing the Ponyville Day Spa really was.

“Well if it’s not too much trouble, would you maybe have some stories you could tell us?” Fluttershy questioned, and inwardly hoped her idea would get Faust off of whatever was making her so sad. While it was true that she wasn’t Pinkie Pie, she didn’t like to see ponies sad any more than the pink mare did. The only difference was that Fluttershy was a bit gentler with other ponies, especially ones she didn’t really know too well.

“I do… but what kind of story do you want to hear?” Faust questioned honestly, and mentally thought back to the stories she knew. Of course she knew practically every story ever written, and had made up more than a fair amount of the oldest of them herself. But then again every Pony had a certain kind of story they liked, Celestia for instance liked stories that were laid back and silly, a contrast to herself, while Luna loved action and even violence in her stories…

“Oh well, any story would do, but um… if it’s not too much trouble, could you maybe tell one without any scary parts?” Fluttershy questioned with a timid smile and Faust hummed for a moment and tried to think of a story for the butter yellow mare. After a few moments she remembered a story with no conflict that would be perfect for the kindly Pegasus.

“Alright, then have any of you heard the tale of, Twilight the Wish Granter?” Faust questioned with a slight smile as memories of her old friend ran through her mind. She also snickered seeing her new friends look more than a little surprise.

“There’s a story about a pony named Twilight?” Pinkie questioned and Faust nodded her head.

“Umm-hmm, back in ancient times it was sort of a fairy tale told to foals. But over the years the story has been… well, it’s sort of a myth now and most ponies don’t remember it.” Faust replied and a sad frown crossed her face, and wished that the story had lived on longer, if for nothing else than so ponies could remember her friend as she did.

“Well color me surprised Miss Faust; you know we actually have our own friend named Twilight. Though I think she’d see the idea of wishes as a bit silly, and of a wish granter as ludicrous. No offense.” Rarity replied and a mysterious smile crossed the off-white mare’s face, and couldn’t help a snicker at the rather drastic differences between the like named mares.

Her Twilight had been a bit of a dreamer, she would always gaze at the stars when it was late and besides granting a pony’s wishes was rather inept at magic. Not only that but she was very calm, cool, and collected, having a good level head and years of worldly experience from traveling. She was also very friendly to every pony she met, even when she didn’t know them, offering a wish to any pony she met, and granting them without ever asking anything in return.

“Oh I have no doubt; I’d say they’re probably as different as night and day.” Faust replied with an amused smirk, and then looked to Fluttershy. “But would you like to hear the tale?” Faust questioned and Fluttershy started to fiddle with her hooves again.

“Um, is this a sad story? Cause, I don’t really like sad stories either…” Fluttershy admitted and Faust shook her head. “Oh okay then, please start… if that’s okay.” Fluttershy replied timidly and a grin slipped across Faust’s face before she tapped her chin. The old story was well known to her of course, having been the pony who first told it to foals, but it was somewhat difficult to remember how to tell it outside of the old language. Inwardly translating it, Faust took a deep breath and closed her eyes, her horn giving a soft red light as the lights around them dimmed…

As it did the water of the heat baths began to bubble and boil, creating a soft hazy mist within the room. “Oooh, great atmosphere Faustie.” Pinkie praised and Faust inclined her head in the party pony’s direction before opening her eyes and beginning the story in earnest.

“A long time ago, long before Equestria or even Discord, on a warm misty night, a lone unicorn filly with no cutie mark of her own wandered out onto a lonely hill in order to make a wish. Looking to the heavens her keen eyes roamed the night sky, but it was for naught. ‘I don’t see a single star tonight.’ She said as she reared and pointed her horn to the moon. ‘Oh, dear Moon, please bring out a star for me tonight.’ The little filly pleaded and suddenly the sky was ablaze with light.” Faust began and then closed her eyes as the memories flowed.

“Then every single star that existed suddenly began to shine down on Twilight and bathe her in their pale glow. And from the moon, a voice echoed softly on the wind. ‘Make your wish quickly, Twilight.’ The moon whispered and the little mare closed her eyes. And, with a whispered ‘I wish, I wish, I wish.’ The little filly made her wish.” Faust continued to tell the tale and then smiled brightly. She remembered the next part quite well, as it was a true show of how generous her friend could be.

“‘I wish that all the stars would shine so bright on this night every year.’ She declared and smiled to the moon kindly. ‘So every pony can come out to make their own special wishes on these starry, starry nights.’ She cried and so the little mare gave away her one wish to every pony else, so that their own dreams might come true. Twilight would thank the moon for her wish and wander into the mists, nine stars shining on her flank as she disappeared.” Faust continued and remembered how the fillies of dream valley loved the story, and especially Twilight herself.

“They say that Twilight would travel through the mists always, encountering many ponies and granting many wishes to all who asked, never once asking anything in return. The greatest wish she ever granted though was the wish of a little filly who only wanted a home. For Twilight took in and raised that filly, as if she were her own.” Faust finished and Pinkie clapped her hooves.

“Aw that’s so sweet! She sounds like such a nice pony.” Pinkie noted with a bright smile then frowned and tapped her chin for a moment. “Hey wait… how does a pony talk to the moon?” Pinkie questioned and scratched her head in confusion. She could understand talking to the pony who moved the moon, but had never heard of the moon talking to some pony before. And if it could talk then it was probably so lonely given how long it’d been since any pony talked to it!

“Well actually, several historical records suggest that early Ponies in Twilight’s time had rituals to bind them to the sun or moon. The rituals had no other purpose until the time of the warring tribes when Unicorns used them to absorb magic from the sun and moon and move them around the sky.” Faust explained and then tapped her chin. “Supposedly that was what allowed Twilight to talk to the moon, she and it were linked.” Faust finished and Pinkie made an oh with her mouth.

“That’s kind of neat, how come they stopped doing that?” Pinkie questioned and Faust winced.

“Mostly because when Celestia and Luna took charge ponies used the links to try and drain them of their magic in order to usurp the throne…” Faust replied and the three other ponies gasped.

“Somepony actually tried to usurp the throne?” Rarity questioned in interest and Faust nodded her head.

“The most notorious try was actually by an Earth Pony, he thought by absorbing their magic he could ascend and become like them. Instead his own body was torn apart and his spirit bound to an enchanted suit of armor. He then started laying waste to the land before vanishing under mysterious circumstances.” Faust replied while omitting the part where she was the pony who captured and then trapped that psycho knight…

“Whoa, I wonder what happened to him…” Pinkie wondered while rubbing her chin and Faust inwardly smirked. The “Black Pony Knight” was now trapped in her tower, locked in the deepest level, chained up, and trapped by a mass of runes and magic absorbing seals. He was so well trapped that the only possible way he could escape was if he was released by some foal stupid enough to mess with his chains.

“Who knows.” Faust replied with a shrug, idly wondering if that idiot had finally learned his lesson about attacking her ponies or not.

“But then when is the night that the stars shine bright?” Pinkie suddenly questioned and Faust sighed tiredly and laid her head down. She hated this part more than losing her friends, the fact that they were forgotten by every pony besides her hurt. No matter how good they had been or how wonderful, time still managed to bury their memory…

“No pony remembers, it was some time in the summer and originally a holiday called “Star-Shine Night” but it fell out of practice when Discord ruled. Every pony just stopped believing in wishes and making their dreams come true thanks to him.” Faust explained sadly, another loss for what had been, and another reason she really hated Discord. But as the off-white mare inwardly planned several painful ways to hurt Discord, a deep frown crossed Rarity’s face.

“Well that simple won’t do! I can’t imagine such generosity going unrewarded, a chance to have anything at all, fame, fortune, or anything her heart desired and instead she gave it up for every pony else! I say we find out when that night is and petition Princess Celestia to reinstate it!” The white unicorn declared with a nod of her head as if that was that. A slight smile crossed Faust’s lips at Rarity’s declaration, and she raised her head to look at her..

“Technically Luna would be the pony you’d have to petition, since she runs the night and all.” Faust responded and Rarity blinked and chuckled lightly.

“Oh yes, of course.” Rarity sheepishly replied and then started to run a hoof along her mane. “Sometimes I forget that Princess Luna rules the night now, we honestly don’t see her as often as Princess Celestia after all.” Rarity mused aloud and Faust nodded her head in understanding. The Dark Alicorn sister was often holed up after all, she seemed shy and reserved now that she was free, but given the sheer amount of culture shock she was going through it was understandable.

“Um, you know…” Fluttershy’s voice quietly rose to gain their attention and Faust looked to the little mare. “I think Luna might like to see it reinstated even if she doesn’t remember it herself.” Fluttershy noted aloud and her friends suddenly looked at her. “O-or maybe not… j-just forget I said anything.” The butter yellow Pegasus pleaded while trying to hide her face behind her mane. Rarity rolled her eyes, and patted the mare on her wither, a soft smile on her face.

“Come now dear, no need to be shy among friends. Please speak your mind.” Rarity urged and both Faust and Pinkie nodded their heads in agreement. The nervous Pegasus merely scraped her hooves for a moment and looked down for a moment, before sighing and explaining her idea.

“W-well, um, since Luna w-wants ponies to like the night, wouldn’t a night of wishing on stars make it more popular?” Fluttershy questioned of her friends and Pinkie hummed and rubbed at her chin thoughtfully.

“Well no pony hates wishes, and even if they don’t come true, just imagining that they might would be awesome!” Pinkie declared with a wide grin and Rarity rolled her eyes at the party pony’s enthusiasm. “Ooh! And we could totally have star and night time decorations that are all festive without looking creepy, maybe turn out all the lights and go outside to see the stars, Faustie could tell stories to foals, and…” Pinkie listed only fro Faust to intercept her tirade.

“W-w-what!? Me? No no no no no no! Absolutely not! Get Z… some pony else to tell stories!” Faust insisted, her days as a story teller having long since passed, and her job wouldn’t really allow her to just come and go as she pleased.

“But you’re the only pony who knows the stories of Star-Shine Night darling, and I’m certain that Luna could speak with your superiors to get you off for at least one night.” Rarity replied and then frowned as a thought occurred to her. “Of course you’d probably have to go from one city to the next yearly, sort of like Celestia does for the Summer Sun Celebration.” Rarity idly noted to herself and Faust fought the sudden urge to scream.

Faust knew that she couldn’t explain just how much work she had to do to the other mare, not without explaining other sensitive topics at least. But she did wish she could think of a way to weasel out of telling stories for foals, colts, and fillies. Not to say she wouldn’t enjoy such a thing, just that she… well… honestly, she was mostly worried about Luna being involved, and how clingy she was to her.

Luna had always thought of her as her real mother, she wasn’t by blood or birth, but she had raised her and Celestia. That was back during the reign of Discord, where he did something to their real parents, she didn’t really have any details since she didn’t record the nonsense portion of Discord’s rule. And she had only ever considered the two as good friends and students, not as her daughters.

She’d honestly gone out her way to keep distant from the two, if for no other reason than because she thought she’d outlive them. When they became Alicorns she really hadn’t known what to think or do, but hadn’t felt she needed to keep an eye on them afterwards all the same. They were full grown mares at the time, although it was true that Luna had been a bit young at the time she was still a mare, so why would they need her looking over their withers?

“No! I am not telling stories; I’ll write them down or something, I’ve raised two fillies, I am so not getting involved with more!” Faust declared with a resolute nod, only to blink when she realized what she had just said. Looking to see interested stares from her company, the mare brought a hoof to her face and groaned. “Oh Pony Feathers…” She muttered, inwardly thanking Fire Fly for that particular curse for what felt like the millionth time in her long life…

TBC…

Author's Note

The information on Majesty, Twilight, Fire Fly, Applejack and the other Gen1 ponies are about as accurate as I could get with the information I've looked up. Yes, AJ back then was actually a bit like Derpy, strangely enough they never tried to hide it either, her story card has her somehow ending up stuck in an Apple tree when she tried to pick some apples, a Pegasi had to help her down. I also picked Twilight as the original Generosity because I couldn't see her as magic, and I had more information on her character. Majesty is actually qouted as being the most magical unicorn of her age, as well as their princess, and really did have spells to turn enemies into stone, or into trees, or just bubble away into nothing, and she used them to protect her ponies. Ironically enough Majesty was cut from the original series in order to put Megan in as Majesty would of course be the Defacto leader of all the ponies.

Also, Faust mentions her Creativity, this was originally going to be Rarity's element of Harmony, Creativity, not generosity, it was changed because kids wouldn't understand it or something. Faust being an alicorn of Creativity, creator of the Elements, and the one who tells stories all seemed to work to make her a bit different to Twilight whom she clearly has more in common with than Majesty or the original Twilight.

The Vacation: Day 2 Part 3

The Vacation Day 2:

Exploration…

Twilight Sparkle is a mare of prodigious Magical power and potential. She is The most Faithful Student of the Solar Diarch Princess Celestia. She is the sister of Shining Armor, captain of the royal guard and prince of the Crystal Empire. She is the Element of Magic, a Knight of Equestria, and the defacto Leader of The Elements of Magic. She is a bibliophile of a most extreme caliber, having read more than enough books to have a mental Library to go on. And she is a well known stargazer, who takes some time off from time to time to simply watch the night sky.

Twilight Sparkle is all of these things... and at the moment, she is also beside herself with worry.

Twilight was used to speaking to Princess Celestia, especially through letters as she could hardly be expected to speak with the princess in person at any time. The problem was that in all the years that they had exchanged letters, Princess Celestia had never taken more than a few hours to reply at the very most. She'd gone to sleep and had expected a letter from the princess the next morning. She had been waiting since she had woken up, and since she had yet to receive any kind of reply to her letter, Twilight was becoming increasingly anxious.

"Why hasn't the Princess replied yet?" The lavender mare questioned while pacing back and forth, Spike idly wondering if she was going to wear a groove into the ground.

"Calm down Twilight, I'm sure that Princess Celestia is just taking her time to check things out." Spike assured the mare as gently as he could, even while he dusted a nearby book shelf. Admittedly he found dusting to be a bit boring, but with Twilight on the verge of another of her famous mental breakdowns, he knew that she needed him. Not to mention if he wasn't around he couldn't really give her the letter... which meant that until it arrived he couldn't go spend time with Rarity.

"I wish I could believe that Spike, but the Princess never takes more than one night for these things!" Twilight declared while continuing to pace the floor. The purple dragon in question took a moment to think back to all the other times Celestia had replied to Twilight's letters. It was a fact that she would get back to Twilight as soon as possible, for example was the incident with Nightmare Moon. Not to mention the fact that this was actually a much more pressing matter, even in his own opinion, and Spike could understand her worry.

"Alright I'll give you that." Spike replied while hopping to the floor and stopping to take a brief moment to rub at his aching shoulders. The young dragon had noticed that for a few weeks now, his shoulders had hurt, his head too, but mostly his shoulders. He figured he was simply doing too much work, but they hadn't rotated the Libraries stock in a while, which was really the most strenuous work he did. Once his shoulders stopped aching, the young Dragon crossed his arms and fixed the lavender mare with a stern look.

"But that still doesn't mean that anything is wrong. Maybe you just caught Celestia at a bad time or something." The young dragon stated pointedly and Twilight finally came to a stop and nodded her head.

"True, I suppose that could be it... and it's not like anyone knew I sent her a letter about that mare." Twilight admitted before her worries hit her with conspiracy theories and plots to usurp the throne. It was true that Twilight was a very bright mare, but unfortunately, she was also very prone to worry and exaggeration. Thankfully Spike normally had a pretty level head on his own shoulders, unless Rarity was involved, and so knew exactly what Twilight's curling mane and twitchy eye meant.

"Twilight seriously, calm down!" The young dragon stated and winced as his back gave another ache, this one a bit stronger than before before numbing down. He rubbed at his shoulder once more and shivered at the feeling before walking over to Twilight and patter her on the withers. "You know what happens when you get all worked up, calm down and take a breather. I'm sure Princess Celestia is just busy with court or something." Spike assured the mare calmly, the lavender mare taking a few quick breaths before sighing and slumping down.

"Thanks Spike, I really needed the reality check." She mumbled with a grateful smile and the purple dragon smirked.

"No problem, now why don't you go out and get a breath of fresh air to calm down." Spike offered the older mare and Twilight looked pensive for a moment before nodding her head in agreement. She knew she was prone to overreaction, and she remembered what happened the last time it got the better of her. A nice relaxing walk was really what she needed at this point.

"Yeah, that sounds good. And who knows, maybe Celestia will have replied by the time I get back." Twilight decided cheerfully and Spike nodded his head.

"Yeah, and then you'll see that you were worrying over nothing." Spike agreed and got a look from Twilight in response.

"Oh ha ha, just because I'm overreacting does not mean that Faust isn't potentially a dangerous pony." Twilight stated and the purple dragon shrugged.

"I know, but it doesn't hurt to be optimistic you know." He retorted while walking over to his duster and got back to his work. He hoped that his shoulders would stop aching soon, the passed few weeks had wreaked havoc on his back. "I mean c'mon, with all the other stuff that happens to Ponyville, I'm really hoping for this to be a silly incident with a normal mare." The young dragon added and Twilight couldn't help but agree with the sentiment. After dealing with Discord, Nightmare Moon, Sombra, The Changeling Queen, and all manor of other strange happenings, it'd be nice to have a false alarm.

"True..." Twilight allowed and then shook her head and released another calming breath. "In any case, if Princess Celestia does answer back Spike, be sure to hold onto the scroll until I get back. I think I'll take a walk and maybe head over to Sugar Cube Corner for something to eat." The lavender mare replied while trotting to the door and the purple dragon glanced back over his shoulder.

"Be sure to bring me back a cupcake!" He cried and Twilight nodded her head to her number 1 assistant with a smile.

Luna was a very old pony, she knew this, but times like this made her feel like a filly again. The massive halls and rooms of Faust’s tower made her feel tiny by comparison. Her hooves echoed as she walked along the polished floors, and she idly wondered who polished them. And of course it brought her mind to her mother, Faust. She knew that Faust wasn’t her birth mother, nor were they related by blood, but she was still her mother all the same.

She had been a foal when Faust found her and Celestia, she had only met her parents once she was a mare, so she thought of Faust as a mother. Admittedly, a thousand plus years and she had more or less forgotten her, but the reminder of their caretaker, friend, and teacher had caused the memories to come flooding back. She idly remembered days when she had been a silly filly always trying to go on adventures.

She remembered days when Faust would teach them both things besides magic, like how to cook… though unfortunately Celestia could burn water. There was a reason they had royal chefs and Celestia wasn’t allowed within five feet of a stove. She giggled as she remembered one time Celestia had tried to make a cake; it had ended up with her sister covered in enough soot to pass off as a tiny Nightmare Moon.

Faust wasn’t a great cook either, but she did manage to get them dinner on time and with relative ease on a nightly basis. Another thing was that it was Faust who taught her about the stars in the sky, and about the moon, and about everything the heavens had to offer. Faust was old even by her own standards, older than some mountains and older still than Discord. She was a mare who had lived a very long, but sadly very lonely life since becoming an Alicorn.

Luna didn’t miss her days before her banishment, no; she missed her days as a filly. She missed days when all she needed was a single mare’s attention and she was content with the world. Celestia was different, she knew Faust wasn’t their mother, but their own mother hadn’t aged when they returned her to normal. She and their father had never aged since being turned into… actually she didn’t remember what they’d been changed into.

She did remember that it was awkward around them afterwards, and Celestia hadn’t ever been the same.

Their parents had gone on to have a wonderful new foal from whose family Blueblood and Cadence had come. They were mares at the time, full grown and ready to go out on their own, but Celestia had hoped for something more from them. Luna didn’t know what she expected, she had only ever saw Faust as her parent, the mare and stallion who gave birth to her didn’t matter in her mind.

Blood was thicker than water, but Faust had taken care of them, raised them, and protected them from Discord and all manner of other beasts.

Whatever Celestia had expected from them, she hadn’t received it. And she changed as a result, never quite as Luna once knew her. She even changed her name from “Celestial Majesty” to simply Celestia to disassociate herself with her parents. She had of course also changed her name, where she was once “Lunar Glory”, she became simply Luna. Unlike her sister though, the change was to be closer to Faust, whose name was still unique even in this modern era.

In time, Celestia and Luna would take in a wandering unicorn stallion named Starswirl and teach him the secrets of magic as they learned from Faust. But unlike them, he would never ascend and instead become a cold and bitter old stallion. He too would train a student, a wonderful mare named Clover who would discover what he did not, the magic of friendship, which would lead all of ponydom to their care and prosperity.

But regardless, Princess Luna walked the halls of Faust’s tower and wondered why she hadn’t seen Faust in all this time. She didn’t question that Faust cared for them, you didn’t take in a pair of fillies for twenty sum years without getting attached, but it was the fact that they didn’t see her for over a thousand years. Some part of her remembered that Faust had likely seen many foals and fillies she cared for die, just as she had…

“Like Snow Drop.” She mumbled quietly to herself, her lost friend’s loss weighing more upon her for the fact she never got to say goodbye.

“Remembering the past again Luna?” Celestia questioned and the lunar pony yelped and turned to her sister with narrowed eyes.

“Don’t sneak up on me like that!” She cried and a smile crossed her sister’s face.

“Oh calm down Luna, I’m just playing with you.” The older mare replied with a smile, and trotted passed her and down another one of the many halls of the tower. Letting out a huff Luna followed after the older mare as they explored the massive structure. It was a wonder that Faust never got lost in the place given the sheer scope and scale, it made Canterlot Castle feel tiny by comparison and that was a feat in and of itself.

“You find anything down that other hall?” Luna questioned of her sister and Celestia let out a tired sigh and rubbed her temple with one hoof.

“A broom closet and a bathroom, but when I closed the door and came out of one, the hall changed and I found an arena from ancient Roam…” Celestia replied tiredly and continued down the hall of the tower. Luna however barely resisted laughing; it was refreshing to see her sister in a more casual setting. Since returning the older diarch had been nothing but work work work, Luna gladly appreciated Discord’s antics if for nothing else then to stop the monotony.

“You do realize this building is magical, right?” Luna questioned and Celestia nodded her head with a groan.

“Yes yes, and magical artifacts and objects often develop a personality or magical traits that weren’t expected when they were first created.” The older mare replied simply, well aware of that, yet still not amused by how the tower seemed to change its design just to mess with her.

“Well then maybe the tower is trying to play a game with us.” Luna suggested and her sister snorted and scoffed at the very idea. The tower was ancient even by their standards; it had probably been around when Discord was in diapers. If in that amount of time it still liked to mess with ponies, then Celestia felt sorry for Faust having to deal with it on a daily basis.

“Luna, this building alone is likely older than the both of us combined. I doubt it would still play foalish games at its age.” Celestia stated with a nod of her head as they continued to make their way through the tower’s many halls. Their trek brought them towards a large door, one made from solid gold rather than iron. The door was large, at least four times her full height, with a series of golden steps leading to it and odd spires of some kind around it.

Oddly enough it also had a sign on it that simply said “Do not open”.

“By the moon! Who would waste so much gold on a door?” Luna demanded with an incredulous stare and Celestia frowned and approached the door instead. She examined the gold for only a moment before concluding it was pure gold, not only that but it was giving off enough magic to match her in raw quantity.

“It’s a magical door Luna, it likely leads somewhere special.” Celestia stated and trotted up to the door. Seeing her sister approaching the door Luna quickly blinked, or teleported, in front of her and narrowed her eyes.

“Wait! We are not opening this door!” Luna stated while stamping her hoof and Celestia raised a brow with an amused smirk.

“Why?” Celestia questioned curiously and Luna gave her sister a flat look.

“The sign says not to open it.” Luna replied and Celestia rolled her eyes.

“Calm down Luna, what harm can I do by opening a door. I just want to see where it leads.” Celestia replied and Luna gave her a look even as her sister used her magic to yank the door open behind her and knock her onto her face. The lunar mare growled and glared up at the solar diarch as she trotted passed her.

“That wasn’t funny Tia.” Luna growled while she rose back up to her hooves and watched her sister closely. Celestia merely giggled in response, the older mare idly noting that she felt a bit more playful than normal. Celestia also noticed that she was being just a bit reckless with this particular door, but then again, why would Faust have even more dangerous artifacts in her home when she already had The Necronomicon?

“Oh Luna, you really must calm down.” The solar princess urged her sister with a friendly smile, Luna merely staring at her sternly. “I’m just taking a quick peak and check to make sure that it isn’t a way out of here.” Celestia stated while idly nudging the door open with her nose. “If it is then I’m finding the biggest iron mallet I can and smashing it into Discord’s skull repeatedly and often.” Celestia finished with a smile which got a decidedly evil grin from Luna.

“Ahh, then let us check then dear Sister! I wish to exact some revenge upon Discord’s skull as well!” The lunar princess declared and both looked into the door… only to see a black void within its depths. “Sister, why does mother have an empty void in her home?” Luna questioned of the older princess and Celestia shrugged.

“I have no idea.” Celestia replied honestly, then turned away from the door and kicked it with her back hoof. “Let’s try searching the library, Luna. Perhaps Faust has a map of this place in there.” Celestia offered and Luna nodded her head in agreement, both ponies walking away from the golden door, which was left somewhat opened.

“Truly Tia, why do you still refuse to call her Mother?” Luna questioned of her sister with a flat expression and Celestia rolled her eyes.

“Because she’s not our mother, and we’re not her daughters.” Celestia replied and Luna gave her sister a look.

“So the mare, who took us in, raised us, protected us, fed us, taught us, and was there for us is not our mother in your eyes sister?” Luna questioned with a noticeable amount of indignation and her sister brought a hoof to her face.

“Luna, Faust herself never wanted us to think of her as our mother.” Celestia reminded her sister hotly and Luna rolled her eyes.

“It matters not what she wished, I think of her more as our mother than that mare that ignored us after Discord was defeated.” Luna grumbled and Celestia winced and sighed tiredly.

“Luna we were practically full grown, not to mention alicorns, knew more about magic than most unicorn elders, and were both powerful enough to move the sun and moon… what did you expect her to do?” Celestia questioned with a shake of her head and Luna gave her older sister a sidelong look.

“Tis not I who should be asked that Tia, t’was you who were hurt most when she ignored us.” Luna replied simply, a sudden twitch breaking Celestia’s normally calm façade.

“I suppose it was…” The solar princess replied quietly and slowly inhaled and then exhaled a calming breath. “But that no longer matters, we have more important matters to attend to.” The solar princess decided and trotted off quickly down the halls. Luna halted and watched her go for a moment, then shook her head sadly.

“Tia, thou knoweth we are here for thee, so why doth thee choose to hide thy sorrows?” She mumbled under her breath and then glanced back toward the Golden Door. “Did we shut the door?” She wondered for a moment, before shrugging her shoulders. “I suppose no harm can come from leaving a door to nothingness open.” She decided and made her way after Celestia, she turned down a corner and soon saw her sister’s tail, thus left the door to its own devices.

The door itself slowly opened, a khaki colored hoof pushing it open as a Pegasus mare walked out. The mare glanced around and caught the gleam of gold behind her, before turning around to see the Golden Door in its splendor. Her magenta colored eyes widened and she leaned her head back far enough for her pith helmet to fall from her head. As she took in the door, her jaw slackened and her wings rose from her sides in alarm.

“Holy hay! Is this the Golden Door?” She wondered before zipping into the air a monochrome trail following her as she circled around the door several times and lowered back to the ground. “It is the Golden Door!” The Gray-scale maned mare declared with a grin as she darted all around the door. “Buck yes! I’ve actually found THE Golden Door!” She exclaimed happily and galloped around the door, leaving none the wiser to her appearance…

Faust groaned as she and the girls left the Ponyville Day Spa, Pinkie bouncing around her while Rarity and Fluttershy followed. The Pink Party Pony had been bouncing ever since she found out that Faust raised two fillies. Given how youthful Faust was, it was no surprise that the pink party pony found it amazing that she was actually far older than her.

“I mean really Faustie! Who would ever guess you were a mom! You totally don’t look any older than Fluttershy or Rarity!” Pinkie exclaimed and Rarity shot the pink mare a look. “What? I was saying your young and Faustie looks your age.” Pinkie stated and the white fashionista frowned for a moment before turning to a highly annoyed Faust.

“Yes, be that as it may I must agree with Pinkie-Pie, Darling. You really must tell me your secret.” Rarity insisted with a winning smile and Faust merely rolled her eyes. Internally she joked about needing to grow a few extra appendages, but even she thought that would be in bad taste.

“Just the usual things you know, I exercise regularly, watch what I eat, the usual stuff…” Faust replied while never looking the white unicorn in the eye. Rarity idly nodded her head in understanding, while Fluttershy slowly trotted to Faust’s side.

“Um, Miss Faust, if you wouldn’t mind, but what were you’re fillies like?” Fluttershy questioned timidly and the off-white mare felt a mental groan come again. Especially when she remembered how much of a handful Celestia and Luna had been as fillies…

“Well technically they weren’t mine; I actually adopted them both when they lost their parents.” Faust began, telling the truth but withholding a lot of information about when where and how she found the two fillies.

“Really? Oh dear, that’s so sad for them… but at least you and your husband were there for them.” Fluttershy said softly and Faust began to twitch violently. As much as she would honestly love to have a special somepony, the fact that she was practically immortal really put a damper on that particular idea.

“Husband! No no no no! I’m a free mare! No Husband for me!” The mare exclaimed a bit too loudly, a noticeably manic quality to her eyes. The exclamation from the off-white mare caused Fluttershy to blush and shrink back to attempt to hide in her mane.

“Oh I-I-I’m so sorry, it’s just that fillies are such a handful and you’re only… um… n-no n-never mind.” Fluttershy said quietly while Faust tried to regain control of her rapid breathing, Rarity looking at the mare more than a little surprised.

“While I admit it was a bit presumptuous of Fluttershy to think you had a husband dear, I am surprised you managed to care for two fillies all on your own. I mean really, I have so much trouble with just Sweetie Belle, and she’s only my sister. I can’t imagine trying to take care of two fillies all by myself full time.” Rarity admitted with a shudder and Pinkie nodded her head.

“Totally, The Cake Twins are cute, but I’d probably go crazy if I had to take care of them all the time!” The Pink Party Pony declared and Rarity and Faust shared a look before wisely deciding not to question Pinkie-Pie’s sanity.

“Well thanks, but it wasn’t so bad. Cel… err, Celestial Majesty was about eight when I took her in. Her sister was admittedly very little but she did help take care of her. Celly was always really good about helping me take care of Lulu. I also got to teach her about magic and would tell them both stories when it was time for bed… my only problem with her was she was always trying to get more desert.” Faust admitted and then giggled as she remembered Celestia as a filly.

Contrary to the popular theory that the Alicorn Princesses were some kind of Goddesses or Demi-Gods, they had started off as normal ponies. This also meant that they had more than a few rather embarrassing quirks of which she was aware of. Celestia’s love of sweets was only one of those embarrassing secrets, and Faust had a veritable arsenal of them she was holding back.

“Yeah, she’s really had a problem with it too. There was this one time she actually used a spell to make her cake invisible, so I kept thinking she hadn’t got any. Come morning I found out how much she had because she was wallowing in misery from an overstuffed tummy.” Faust replied with a snicker, that had probably been the funniest thing Celestia had ever done back when she was a filly. Unfortunately, the mare still hadn’t gotten over her craving for sweets.

“Ooh, that’s so awesome! If I was a filly I’d totally do that too, but maybe not eat so much I got sick.” Pinkie declared while bouncing around, both Fluttershy and Rarity giggling quietly.

“Dear I’d say you’d eat even more.” Rarity replied back with a smile and Pinkie stopped hopping and thought about it for a moment.

“Eh, you’re probably right.” Pinkie admitted with a shrug of her shoulders. That got full-blown laughter from her friends, or in Fluttershy’s case a simple batch of giggles. Eventually calming down, Faust wiped a stray tear from her eye as she got back to her memories of the young fillies she’d taken in so long ago.

“In any case, I spent most of their early years taking care of Lulu or “Lunar Glory”. And boy was she a handful when she was little, always exploring and getting into trouble. I remember this one time she took a map of mine and made it into a pirate’s hat and went on an “adventure”. When I found her, she insisted that several rocks were alive and she was their queen.” Faust replied and mentally giggled, Luna as a filly had been absolutely adorable, even she admitted that much.

“Awww! That’s just so cute!” Rarity gushed while Faust rolled her eyes. She knew that little Luna had been absolutely adorable, it was hard not to be at that age, but she was also a bit of a terror.

“Don’t let her cuteness fool you, I swear that filly could be a little monster. She even used one of my books as a makeshift saddle, not to mention got into an old trunk of mine and took a bunch of old jewelry, she called it “Princess stuff” or something…” Faust stated with a shake of her head, only to cover her ears at the squeal from the other mares.

“Sounds like “Woona” was totally adorable.” Pinkie declared which got strange looks from all but a confused Faust.

“Wait, how’d you know I used to call her that?” Faust asked the pink party pony seriously and she merely shrugged.

“I just know things.” Pinkie replied honestly while Faust scratched her head in confusion, Rarity shaking her head.

“Dear, it’s best to let it go, it’s just Pinkie Pie being Pinkie Pie.” Rarity assured and a look crossed Faust’s face. However, upon remembering the “Pinkie Sense” incident with Twilight, and not desiring to have massive head trauma, the off-white mare sighed and rubbed her temples.

“Alright, it’s Pinkie Pie being Pinkie Pie.” She decided and then continued on her way with the other three mares. “So Rarity, what kind of outfit are you going to be making for me?” Faust questioned curiously and the white unicorn hummed and took a look at Faust. The off-white mare's colors were very... dull, Rarity hated to admit it but Faust had a very dull look. Her off-white coat was simple, her mane and tail were a messy auburn red, she was physically very tall slender and willowy, more-so than even Fluttershy, and her horn and wings were, while unique as she had both, of average length and span.

To put it quite bluntly, Faust was a very average looking mare, even her gentle blue eyes didn't stand out much.

"Hmmm... I'm not sure. You are rather thin..." Rarity noted while thinking of what could look good on the tall slender mare.

"Ooh! How about a black suit with a red tie!" Pinkie offered with a grin and Rarity looked at her pink friend strangely.

"Why?" The fasionista questioned and the pink party pony grinned widely.

"Because she's tall, slender, and white!" She stated with a nod of her head and Rarity huffed and looked back over to Faust.

"Yes well, while I don't think a suit would suit her... perhaps something black might." Rarity mused while looking Faust over for a moment longer. Pinkie on the other hand suddenly stopped and felt her eye flop and her back hoof kick out. Glancing back for a moment the pink party pony grinned and looked to her friends.

"Yeah um, while I would love to stick around, I really think I better get back to Sugar Cube Corner. The cakes probably need some help selling all those pastries we made this morning." Pinkie decided before bouncing off and leaving Rarity, Fluttershy, and Faust behind. As Pinkie bounced off Fluttershy shifted her hooves for a moment before rising into the air and looking to Faust and Rarity shyly.

"Um, I'd love to see what you make for Faust Rarity, but I need to get home as well. It's almost supper time for my animals." Fluttershy stated and Rarity smiled to the timid mare kindly.

"Oh it's quite alright Fluttershy, I understand that you have to take care of your animals." Rarity assured with a wave and the butter yellow mare smiled kindly. "But I'll see you next week, right?" Rarity questioned of the timid pegasus and Fluttershy nodded her head.

"Oh of course, I really do enjoy these trips to the spa." Fluttershy confirmed before flying off leaving Rarity and Faust to their own devices. With Fluttershy gone, Faust idly looked back over to Rarity and shifted on her own hooves unsurely, while it was easy to talk with Pinkie, Rarity was a bit different. Pinkie was very open so made it that much easier to talk to her, Rarity on the other hoof was a bit harder to read and far less open.

"So, um... I guess we should head to your boutique then." Faust noted and Rarity nodded her head.

"Indeed." Rarity agreed and continued to stare at Faust and tried to get a bead on what the mare could wear. "Although perhaps more of a minimalist approach would be more suited to your particular frame and colors." The mare murmured mostly to herself while Faust rolled her eyes and idly ran a hoof over her sweater. The off-white mare glanced around as they continued on and noticed she was still getting odd looks.

"Well, Minimalist is what I normally go for." Faust admitted while they trotted down the street and Rarity glanced her way. She was honestly hoping for a little input as other than Fluttershy she'd never seen a pony with Faust's body type before, but Fluttershy's colors were far easier to compliment. Faust had a dull coloration which was rare among ponies, Time Turner also had a somewhat dull coloration, but his were far easier to compliment than the off-white and auburn of Faust.

"Really darling, if you don't mind my asking, but what do you normally wear?" Rarity asked the off-white mare curiously and Faust grinned sheepishly in response. Even she knew that saying her usual ribbons and horseshoes were "Minimalist" was being generous. The truth was she was certain that style of dress was so out of style as to be archaic in the current age.

"For the most part before I got this sweater, I've only ever worn a couple of ribbons and some horseshoes on occasion." Faust replied with a nervous chuckle and Rarity stared at Faust with her mouth agape.

"Really darling, only Ribbons and horseshoes?" Rarity all but demanded and Faust nodded her head. "My word, how in Celestia's name have you gone so long with so little? I mean even Twilight has a dress or two and winter clothes to wear!" The fashionista exclaimed and the red maned alicorn in disguise chuckled lightly.

"I've really never needed anything more, I pretty much live where I work after all and it's kept warm or cool as needed." Faust replied honestly, then watched a look of horror cross the fashion ponies face.

"I... I don't even have words for that miss Faust." Rarity stated bluntly while Faust felt more than just a little uncomfortable. The white unicorn soon regained her senses and cleared her throat, she knew her reaction was quite uncouth and unfitting of a lady, but she had honestly never had a pony tell her they had only ever worn accessories before. "Do forgive me for that moment of surprise miss Faust." Rarity pleaded of the off-white mare, while also trying to think of what she could make for the mare that would suit her physique.

"It's really no problem Rarity." Faust assured kindly, a soft smile on her face as they continued on their way to Rarity's Boutique. "I'm honestly not surprised by your reaction." The disguised alicorn stated and glanced upwards as she remembered a similar situation with another mare. "In fact, my old friend Sparkler was always trying to get me to wear this or that back when I was younger." Faust admitted and took a brief moment to remember the old friend who Rarity reminded her of.

"Really darling, well if you don't mind my asking, what did she have for you to wear?" Rarity questioned of the off-white mare and Faust mentally winced. At first Sparkler had only had necklaces and other such jewelry for her. But after becoming an Alicorn, not to mention eternally young as they later discovered and Majesty made her her successor, Sparkler had tried constantly to get her into more royal attire...

"Um, a bunch of jewelry and such, tiara's necklaces and bracelets and the like, occasionally she'd make a saddle and other such things. Her special talent was with gemstones so it wasn't really much of a surprise that she only ever had accessories for me to wear." Faust explained and Rarity hummed lightly, trying to think if she'd ever heard of a pony whose talent pertained to gemstones.

"I see, then perhaps something to mimic the Princesses would suit you then... yes, you are rather tall and willowy like they are, and you have both wings and a horn as well." Rarity considered and Faust's eyes bolted open and she rapidly shook her head.

"No! I'm confused for a princess more than enough already, I don't think dressing like one would help." Faust declared and Rairyt idly inclined her head in understanding and frowned deeply. "Besides that, you and your friends are "Knights of Equestria" you're all more royal than I am." Faust added more as an after thought and Rarity stared at her in confusion.

"Excuse me, but did you say I was a Knight?" Rarity questioned and Faust mentally groaned while nodding her head. She was becoming increasingly aware that centuries of isolation had wreaked havoc on her social abilities. The thing that was most severely affected seemed to be her ability to keep her muzzle shut, not to mention that she had a habit of blabbing.

"Yes, you and the other Elements of Harmony are considered "Knights of Equestria". You each have the tittle of "Dame" and are basically lower royalty. Your in no way as entitled as say a Lord or Baron, but you're technically not commoners." Faust replied in explanation and Rarity looked surprised to say the least, then shook her head.

"Yes well, while "Dame Rarity" does have a certain ring to it, I think I'm happier with just Rarity." The white unicorn replied and Faust nodded her head in understanding. She had never particularly liked tittles either, having been a Regent for Princess Majesty in her later years and her replacement for a hundred years after she passed on, she honestly preferred to be a simple Archivist. She did admit that her reign was short, and had she remained Discord likely wouldn't have taken over, but when the tribes started to expand and after that fight, she couldn't bear to see them tear each other apart.

The Sea-Ponies had been of the same mind having retreated to the ocean when The Great Divide occurred and hadn't been seen since. The Flutter Ponies on the other hand were not willing to run or hide, and as such had been right in the middle of the fighting. Although originally The Flutter Ponies had been in charge of caring for animals, something Fluttershy had seemingly inherited, they had been far more confident. They had even protected several of her friends when they were attacked back in the old days, fearlessly swarming the monster.

The Flutter Ponies were one of the greatest casualties of The Great Divide, although if rumors were to be believed the "Changelings" were possibly a remnant of their kind... and a true show of just what unicorn magic could do when it was used with hatred.

"In any case darling, hopefully we'll find something for you to wear. It may not be easy but I've worked miracles before." The white unicorn declared, pulling Faust out of her memories and the dark thoughts those memories summoned. Smiling faintly to the fashion pony, Faust turned to see they were fast approaching Rarity's boutique. The off-white mare then frowned as she saw a familiar green Pegasus fly over head, her appearance a dead ringer for her old friend Medley...

Not for the first time, Faust wondered why it seemed that Ponyville had so many ponies so similar to her old friends.

Celestia found it odd to watch Luna stare at a book, she found it even stranger as her little sister tried to burn the book. But it was funny to watch the book become a mist, before reconstituting back on the shelf. Luna tried to burn the book several more times, much to Celestia's amusement, before finally snarling at it. "ARGH! Why is it no matter how many times I burn you, you come back!?" The lunar mare demanded furiously while glaring at the book, which Celestia noted was the one she had written as Nightmare Moon.

"Because Faust likely put a charm on it that makes it return here if burned." Celestia replied calmly while looking through Starswirl the Bearded's journal, a sad frown crossing her face as she got to know the stallion a bit more. She hadn't known that he was actually half Earth-Pony when they took him in, nor that because of that the other tribes had always tended to look down on him. Especially the so-called purebred ponies of the old days.

"Bah! So then mother uses the same enchantment that you use on the parchment you and Spike use?" Luna questioned while continuing to glare at the book and Celestia nodded her head.

"Yes, it's called the "Burn Away Charm". Faust told me when she was studying with her own teacher they had a dragon around. He was prone to accidentally burning papers so she developed the spell so he wouldn't destroy anything useful. I wager she put it on every book here as a precaution, and has likely heavily enchanted them to ensure they aren't otherwise dismantled or destroyed." Celestia replied while continuing through Starswirl's journal, and raised a brow when she found that the grumpy old stallion had had a family.

"Why would mother go to so much trouble to protect a book like this?" Luna demanded with a scowl and Celestia sighed.

"Faust always said that there is nothing more evil than to destroy knowledge. She said that yes some things are made with evil intentions but could also be used for good. Just as things made for good have been used for evil intentions." Celestia replied while making a note to look for a genealogical tree for Starswirl's family, mostly to confirm a suspicion she had about it. Luna merely huffed at the response and continued to glare at the book she had written so long ago, before she glanced in the direction of The Necronomicon and shivered.

"Then pray tell sister, why is The Necronomicon here?" Luna questioned of her sister flatly, the solar diarch allowing a frown to cross her face as she looked back to her sister.

"Honestly, I have no clue." Celestia admitted and then released a shaky breath. The mere fact that the Necronomicon existed still worried her, the fact that it was so nearby scared her beyond reason. But even she had to admit that of all places, the Tower was likely the only one able to hold it. "Perhaps because this place is practically a prison unless you know your way around." Celestia finally offered to her sister and Luna hummed lightly and considered her sister's answer for a moment, then nodded her head.

"True, I can think of no place safer than with an Alicorn guarding it." Luna admitted and Celestia nodded her head in agreement, both sisters doing their best to put the cursed book out of their minds. As such they heard a ruckus nearby and glanced at one another. "Tia, did you do that?" Luna questioned worriedly and Celestia slowly shook her head, both feeling more than a little unnerved. While Celestia liked a good prank as much as the next pony, if it was Rainbow Dash that is, she was not about to go pranking her sister while they were locked in a tower with the sun knew how many dangerous relics.

Both sisters got to their hooves and slowly cantered in the direction of the noise. The silence after the ruckus was deafening, and as they approached the walls around them became more and more confining. The sisters stopped when the noise returned, both holding still and looking down a long dark hall. The hall was still for a moment, before a figure trotted passed, the sound of four hoof steps and wings flapping lightly echoing in the distance. Luna felt a bit of hope and looked to Celestia, the older mare far more reserved as she considered who the winged pony could be.

"Could mother have returned already?" Luna questioned hopefully and Celestia bit her lip.

"I would hope so, but given that Discord only brought us here today, I'd have to reason it's some pony else." Celestia replied honestly and Luna felt her ears droop. Seeing her sister look so sad was not something that Celestia enjoyed, so she moved to her and nuzzled her neck. "But if it is, I suppose it would be nice to spend at least a day with her." The solar diarch offered and a bright smile crossed her younger sisters face.

Both prepared the two alicorn sisters made their way down the hall, the noises from before growing louder and louder as they approached. Soon coming to the source of the noises, both sisters felt their jaws drop at what they saw in front of them. It was a mare, her coat was khaki colored and her mane and tail messy and gray-scale colored, her eyes were magenta and a compass rose cutie-mark adorned her flank. She was dressed in a green explorers shirt and what looked like a pith-helmet of all things...

"Man oh man I can't believe my luck! This is an actual map to the lost city of the Sea Ponies!" The mare declared while looking over a map and then zipped off in the other direction, a gray-scale trail following after her as she stopped in front of the Necronomicon. "Oh my sweet bucking Tartarus! The Necronomicon!" The mare exclaimed and then jumped away from the lock when it tried to bite her hoof. "Okay, stay away from that..." She muttered while shaking her hoof and then turned to see Celestia and Luna staring at her with wide eyes.

"T-Tia... is that who I think it is?" Luna questioned and barely managed to keep herself from gaping in shock. While she hadn't been back long, she had found some books to read that interested her, ones with even a mention of Nightmare Moon a chief among them. The mare in front of them had one such book, and she'd actually read a few of the other stories in which she'd featured.

"I... I believe so... but how it's possible is beyond me." Celestia admitted, openly shocked to see the pony as she approached them and then rubbed her chin as she looked them over. Celestia knew of the mare thanks mostly to her student, and while not a fan, it was hard not to at least hear of her with Twilight.

"Whoa, so Alicorn's are guarding this place? Makes sense." The mare noted with a nod of her head while Celestia and Luna glanced to one another.

"T-Technically our mother looks over this place, w-we are only here because she is missing..." Luna responded while the khaki colored mare approached them and tilted her head.

"Yeah, okay I guess that makes sense..." The mare replied before grinning as she realized she was talking to two Alicorns. "Oh! Wait, you two are Alicorns, which totally means that there really are more of them! I knew it!" The khaki colored mare declared and both Celestia and Luna glanced at one another and watched the mare. Said mare quickly regained her composure and grinned at the alicorns and offered them both a hoof. "Anyways, the name is Daring Do, treasure hunter extraordinaire. Pleasure to meet you." The gray-scale maned pegasus stated with a smile and both Luna and Celestia silently wondered how a storybook character was standing before them...

TBC…

Author's Note

Boy was it lucky I had most of this saved on my flash drive? If not I'd have had to totally rewrite a good portion of this chapter from scratch, which would have annoyed me so much that I would have probably put it off for a while. And yes, I am still on my old laptop, and it is still slow, but at least I was able to finish this chapter. I wouldn't expect updates regularly, but I can at least do so now and hopefully add a chapter here and there until my normal laptop is fixed.

Also, yes, little Luna is based after "Moon Stuck" it seemed appropriate for her to be the adorable one between the two and for Faust to have called her "Woona" at some point. Celestia's cake obsession comes to play, but I wondered why ponies never use magic to get more dessert, so I figured Celestia would be clever enough to try. Clearly, the ends didn't exactly work out too well for her, but I digress, it also makes use of and mention of her pranking habits.

The Golden Door is actually from Gen 1, if you didn't know, and both it and a batch of other objects from Gen 1 are indeed locked in Faust's tower making it a collection of some of the oldest and most powerful relics in Equestria.

The Vacation: Day 2 Part 4

The Vacation Day 2:

The Reveal...

Twilight wandered into Sugar Cube Corner quietly, while she wasn't quite as worried as before she was still more than a little concerned over the fact Celestia still hadn't answered her letter. She knew that the princess had a lot to do on most days, but she was usually very prompt with replies to letters of importance. And last time she checked, a strange mare knowing things she shouldn't was rather important.

"I really hope the princess is alright." Twilight murmured under her breath while approaching the counter of Sugar Cuber Corner. She knew it was rather silly to worry over Celestia, whom had been alive far longer than any pony and was perhaps the most powerful force in Equestria. But then again, she had seen what The Changeling Queen had managed to do to her princess, which suggested Celestia was a bit... err... out of practice at least when it came to combat.

So deep in her thoughts was the lavender mare that she didn't even notice when she stopped in front of the counter, her pink coated friend grinning widely.

"Hiya Twilight!!" Pinkie Pie declared loudly, startling Twilight and nearly causing her to jump out of her fur. Bringing a hoof to her chest and taking in several deep breaths, the lavender unicorn fixed her spunky friend with a stern look.

"Pinkie Pie don't scare me like that!" Twilight admonished through shaky breaths, still holding her chest while the pink party pony smiled cheerfully.

"Okie Dokie Loki Twilight, but what brings you my way?" Pinkie questioned for a moment before tapping her chin and grinning widely once more. "Ooh! I bet your here for a snack!" She declared with a nod of her head while Twilight sighed and let Pinkie go on a tangent. Sometimes it was just better to let the pony get it out of her system... "How about a cupcake, or a couple of cookies, or a cake, or any other sweet that starts with a C." Pinkie offered before tapping her chin once more.

"Actually, you could totally get just about any kind of sweet today, we've kind of got a surplus seeing as Faustie and I kind of got a little carried away with the baking this morning." Pinkie admitted with a shrug and had Twilight's immediate attention at the mention of Faust. While she hoped it was merely a coincidental thing, a strange mare who knows a bit too much about AJ just happening to meet Pinkie Pie as well... actually with the ponies outgoing personality that wasn't so unusual, but it was still a little suspicious.

"Wait, Pinkie do you mean to tell me that you've met a mare named Faust?" Twilight questioned seriously and the pink party pony nodded her head with a happy smile.

"Yeah! I met her the other day and got to do my welcome wagon thing, although it's kind of odd how she knew I patented my Welcome Song." Pinkie noted mostly to herself and Twilight raised a brow.

"Wait, why did you patent that song?" Twilight asked with a strange look and the pink party pony rolled her eyes.

"Silly filly, I patent all my songs!" Pinkie stated and then glanced around shiftily before leaning towards Twilight and pulling her close to whisper in her ear. "Because it seems like every pony always starts singing my songs after a while. I mean, have you noticed how there's like a dozen versions of my smile song?" Pinkie questioned and glanced around as if looking for the song thief...

"Uhhh... okay..." Twilight replied, though admittedly felt even more confused, she'd honestly never heard any pony singing any of pinkie's songs before.

"Anyways, Faustie is really cool Twilight and you should totally meet her!" Pinkie pie declared before rubbing her chin. "In fact you two are a lot alike, she's really smart, kind of high strung, seems really confused by the crazy things I do, and she can do wicked cool magic, it's all red and she made mops come to life and such!" Pinkie replied in one breath, and then tapped the counter and stared at Twilight as she realized something she hadn't noticed before.

"Actually now that I think about it, you kind of look like her too... but she's way skinnier and a little taller. No offense." Pinkie added and Twilight sighed and rubbed the side of her head with a hoof. Pinkie was honestly a good friend, you could always depend on her when you needed her, but... well... Rainbow Dash had said it best, she was just so random...

"Alright Pinkie, I asked if you met her, not for her lifes story." Twilight stated rather blandly, a neutral expression on her face while Pinkie happily nodded her head.

"I know that silly, but I thought it was a good opportunity for some exposition." Pinkie replied, confusing Twilight yet again with her spontaneous bouts of nonsense. "Besides, it really is weird how she knew I patent my songs. But then again, she is an Archivist." Pinkie mused aloud with a thoughtful tone, her lavender friend releasing a breath.

"Yes, I'll agree that is kind of weird, anyways, I was actually wondering if you noticed anything else off about Faust?" Twilight questioned of the pink party pony, and hoped that her friend wouldn't just tell her random facts about the mare. The pink party pony hummed for a moment with frown as she thought back to her interactions with Faust.

"Well, she did kind of have this weird habit of just blurting things out about Ponies. It really freaked out Fluttershy when we met up with her at the Spa. But then again, Rarity thought that it was their reputations preceding them or something." Pinkie replied and a frown crossed Twilight's lips. One friend was coincidence, two was happenstance, but four of her friends? Something had to be up with Faust, there was just no way she could just happen to be meeting her friends... right?

"I see... anything else?" Twilight questioned and Pinkie clicked her tongue and tapped a hoof on the counter.

"Well, she's really good at storytelling, and I think she knows all kinds of old stories. Like have you ever heard of some pony named "Twilight The Wish Granter" who talked to the moon before?" Pinkie asked the lavender mare curiously and Twilight nodded her head.

"Of Course, Twilight The Wish Granter is a really old story, I found a written version of it in the Canterlot Library when I was filly. Although I think the idea of a filly being able to grant wishes as silly, it's still a good story." Twilight replied, though omitted the fact she used to pretend she was Twilight when she stared at the stars at night... what? She was still just a filly who loved the stars, that story had another filly who she could relate to at the time! Wait a second. "Did you say she talked to the moon?" Twilight questioned of the pink party pony with a frown and Pinkie looked at her strangely.

"Well duh, Faustie was saying that the moon spoke to Twilight then there was a flash or something and the stars shined really bright and she made her wish." Pinkie explained with a roll of her eyes and Twilight frowned deeply as she thought back to the version she had read.

"So there was no mention of Luna in that story at all?" Twilight asked and Pinkie gave her a strange look.

"Twilight, Faustie said the story comes from before Celestia and Discord, why would Luna be there?" Pinkie asked and Twilight nodded her head and rubbed her chin.

"Because one of the version I read as a filly had Luna in it... I think." Twilight replied and then hummed lightly and made a note to look for that story when she got back to the library.

"Yeah, well anyways, she also said she took care of two fillies a long time ago, but she barely looks older than me!" Pinkie added with a wide grin and Twilight actually rolled her eyes.

"Actually, it's been scientifically proven that most advanced Magic users will retain their youth and vitality much longer than normal Pinkie. Given what you said about her magic being so powerful, it's really no surprise that she still looks young." Twilight admitted and Pinkie blinked before scratching her head.

"Really? Huh... she said it was from keeping in shape and eating well." Pinkie noted and Twilight actually smiled.

"While magic keeps us looking young, if she's also taken care of her body I wouldn't be surprised if she looks like me and is actually in her late fifties. Having both high level magic and a healthy and active life style guarantees a pony will live a very long life." Twilight replied with a nod of her head, then shook her head and blew a breath into her bangs. "But that's not the point, where is Faust right now Pinkie?" Twilight asked her friend and Pinkie grinned.

"Rarity offered to make Faustie an outfit, apparently she's really out of style or something." Pinkie replied and Twilight idly nodded her head. If any of Faust's story about being an archivist, not to mention a mother and a story teller, were true then it made sense that she didn't get out much.

"I see..." Twilight murmured quietly and made a mental note to check in on this "Faust" mare herself... then glanced outside and noticed that the sun was going down. "Strange, I thought we had a couple more minutes before nighttime." Twilight noted before shaking her head and looking back to Pinkie. "Anyways Pinkie, I'd actually like a couple of cupcakes, one with gemstones for Spike." Twilight admitted and the pink party pony grinned and gave her friend a quick salute.

"A couple of cupcakes, one with pretty rocks coming right up!" Pinkie declared and ducked to the side to gather her friends desired dessert. As she did Twilight looked out the window once more and let out a sigh.

"I'll head over to Rarity's early tomorrow and check up on this Faust." Twilight decided with a nod of her head, though hoped that she was just over thinking things and worrying about noting. "I really hope it's all just a series of crazy coincidences, I don't think I can stand another evil queen or crazy mad pony bent on destroying Equestria." The lavender unicorn groaned out while rubbing her head tiredly, after all, it seemed like something was bent on her destruction every other week.

Celestia and Luna had seen a great deal in their admittedly extended lifetimes. From insane beings of unlimited power to evil pony kings, from possessed suits of armor to the undead walking. They had seen more than most other ponies could ever claim. Even Twilight Sparkle and the other Elements of Harmony had yet to truly see as much as they had. And yet even with all they had seen, all they had done, and all that had occurred in their lives, they were still surprised to see a character from a book come to life.

Case in point, Daring Do actually standing in front of them.

"How... how are you here?" Celestia liked to think that she was normally quite calm and collected, but in all honesty, today had been one surprise after another. So if she seemed a bit out of sorts after it all, she really hoped she could be forgiven for it...

"Shouldn't you introduce yourselves before asking me questions?" Daring quipped with a grin, one brow arched upwards as she leaned towards them. Both royal pony sisters looked at the khaki coated mare in no small amount of surprise, then to one another as they realized she was correct. Celestia was the first to recover and so took a moment to clear her throat before properly introducing herself.

"I am Princess Celestia, regent of the sun and co-ruler of Equestria." The solar princess stated plainly and yet Daring didn't seem fazed in the least.

"And I am Princess Luna, regent of the moon and co-ruler of Equestria." Luna stated while openly staring at the story book character who had somehow come to life. With the introductions complete Daring grinned at both Princesses and sat down.

"Alright, much better. As I said I'm Daring Do, but as for how I got here..." The mare started and thought back to how she had entered the tower. "I walked through the golden door." Daring replied with a shrug, and then trotted over to a table with a series of maps and started to sift through them. Feeling that her explanation was rather... lacking, Luna marched over to the table and slammed her hoof.

"Thou art saying that thee came by way of a door, but 'tis impossible! Thou art from a book, how could thou simply walk through a door!" Luna growled in the old tongue, which got an amused smirk from the khaki coated mare she was trying to glare at. Feeling more and more annoyed by how the mare was acting, Luna snorted and leaned forward, nose to nose with the story book mare. "Besides we hath looked within the door of which thou speak, it led to nothing!" Luna stated plainly while glaring into the amused eyes of the strange story book mare.

Celestia watched Daring, she wasn't really sure what to expect from the mare. Luna was known for being quite blunt even a thousand years before, while Celestia herself was a tad more subtle. Regardless of that, Daring Do was strange and she honestly didn't know what to expect from her. Unlike most ponies she acted like they were normal, she didn't bow or scrape or act like they were important. It was actually a breath of fresh air all things considered, but then again what little she knew of "Daring Do" seemed to paint the mare as rather adventurous and bold.

Truly, she was not unlike Twilight's own Pegasus friend, Rainbow Dash in more than just superficial appearance.

However that was merely an observation, and while she wondered what Daring would do with Luna in her face, what happened was certainly not what she expected. The khaki coated mare's smirk never left her face, not even as she licked Luna's snout. Luna's reaction was far more animated, and admittedly much more amusing than Celestia would care to admit. She suddenly let out a sound not unlike a squeak that wanted to be a yelp and jumped back from the mare. There was a noticeably deep blush visible on her cheeks as she looked to the treasure hunter with wide eyes.

Daring was no less amusing in her reaction as she sputtered for a moment then fell over backwards holding her sides and laughing uproariously. Luna's eyes narrowed and her nostrils flared as she glared at the laughing mare, and then turned the glare on Celestia as she tried to hide her own giggles behind a hoof. The Lunar Princess snorted furiously, glaring from her sister to the treasure hunter before stomping a hoof.

"Tis not funny!" She exclaimed angrily and Daring took a moment to sit up with a wide grin on her face.

"Yes it is." She stated quite plainly and then fell back over and continued her laughter. Celestia rolled her eyes and shook her head, wiped a stray tear from her eye and trotted over to her fuming sister. Luna glared at her as she approached, but she smiled cheerfully and nuzzled the younger alicorn.

"Calm down Luna, she just wants to get a rise out of you." Celestia told her seriously and Luna snorted while glaring at the still laughing Treasure Hunter. Daring was still laughing, she stomped a hoof into the ground even as she tried desperately to calm down.

"And it worked..." Luna grumbled moodily and Celestia rolled her eyes.

"Yes, yes it did." The solar princess agreed with a nod of her head, then trotted over to the still laughing story book character. The solar princess shook her head for a moment and then lifted the Pegasus into the air with her magic, Daring releasing a yelp as she was brought into the air.

"Hey! Lemme down!" The khaki coated mare shouted and flailed her limbs in a futile attempt to free herself over the solar princesses grasp. Raising a brow for only a moment, Celestia instead hummed and rubbed at her chin with a thoughtful frown. The princess considered it for far longer than was necessary, before she then looked to the treasure hunter with a deceptively pleasant smile.

"No. I don't think I will." Celestia finally replied and Daring scowled down at the princess and crossed her forelimbs over her chest with a pout.

"Alright what do you want?" Daring questioned with a decidedly angry tone.

"I want you to answer my sisters question, how did you get here through the Golden Door?" Celestia questioned plainly, her eyes hardening as she gazed at the treasure hunter. "We opened it and found nothing inside, so how could you have come out of it?" Celestia continued while staring at the story-book character, Daring merely bringing a hoof to her face and letting out a groan.

"Oh c'mon, you two seriously don't know about the Golden Door?" Daring questioned irritably and the sisters looked at her with confused expressions. Bringing a hoof up to her face and dragging it down it's length, the mare gave both princesses a flat look. "You two aren't very bright... are you?" The treasure hunter questioned and Luna shifted into a mist and popped back into place in her face.

"Thy disrespect for our sister and I is becoming most tiresome whelp!" Luna growled darkly while keeping a distance from the odd mare, thought the treasure hunter seemed rather bored. "Doth thee have nothing to say for thyself?" Luna demanded and Daring let out a sigh and glanced down to Celestia.

"Is she always so..." Daring started and halted for a moment as she tried to find the right word. "Moody?" She finally settled on and Celestia silently nodded her head. "Jeez, and here I thought you immortals knew how to lighten up..." Daring muttered to herself only for Luna to grab her by her shirt and glare into her eyes.

"No more games! We grow weary of thy foalish actions, we refuse to allow you to continue this foalishness, and demand a proper answer from thee this instant!" Luna roared into Daring's face with the royal canterlot voice, Celestia winced as she saw the treasure hunters eyes twitch and her hooves shoot to her ears. The Pegasus mare seemed to shake for a moment, a look of pain on her face before shaking her head and glaring heatedly at Luna in return.

"OW! What the bucking hay princess!" Daring shouted at the alicorn with a fire in her eyes, Celestia bringing a hoof to her face as the two got into one each others face.

"Does thy insolence truly know no bounds!" Luna demanded of the treasure hunter, who snorted and snarled.

"Well excuse me for not going out of my way to bow before you!" Daring shouted in return and Luna scoffed.

"Nary did we demand that thee bow! We only asked for an answer, and though hath only given us lip and insolence!" Luna returned and Daring growled in her throat.

"I told you already! I came through the bucking Golden Door! What part of that didn't you follow?!" Daring demanded of the princess as they were now literally in each others face. Celestia mentally sighed and shook her head at the spectacle, and she couldn't help but wonder how this would all pan out. It was true that they didn't have many ponies who would act like Daring around them, but honestly, Celestia actually found it quite refreshing from the usual yes ponies she met.

Luna on the other hand, well even before Nightmare Moon, she was never one to tolerate foalishness...

"Doth thee truly think us a foal? We hath told thee already that thy words ring false! We have seen the Golden Door and there is nothing within or beyond it!" Luna shouted at Daring furiously though thankfully had lowered the decibels away from using the Royal Canterlot Voice. Daring growled low in her throat, he breaths coming in deep pants as she glared at Luna for a moment longer before looking to the sky.

"I swear! Are all Alicorns this much of a pain?" The treasure hunter questioned of heavens, and then looked back to Luna with a scowl on her face. "Look! Listen to me cause I am not repeating myself. The Golden Door is not just a door, and of course you didn't see anything in there, it's a gateway between Reality and The Realm of Imagination! When it's opened it allows beings of imagination to wander out. One of you two probably left the thing open and that's how I came out!" Daring shouted in Luna's face, the lunar princess growling at her darkly.

"So you are aware you aren't real?" Celestia's voice broke the glaring / growling between the two and Daring looked down to the solar princess.

"Uh duh. Of course I'm not real!" Daring shouted before a thought occurred to her and she shook her head. "Wait, scratch that, I'm real right now, but I know that I don't really exist." Daring corrected her earlier statement while Luna returned to the ground with a scowl. "Anyways, it was kind of obvious since I walked from the back of the Golden Door to the front. That means I walked out of the realm of imagination so I'm technically just a figment of some ponies imagination or something." Daring explained and watched Celestia who frowned and tilted her head with a confused look on her face.

"And that doesn't bother you? Not even a little?" Celestia questioned of the treasure hunter seriously, if she found out she wasn't real, she didn't think she'd take it quite as well as Daring was... especially since the mare started laughing again.

"Okay seriously, what should I do? Be all sad and mopey about it or something? Please, that's totally not my thing. I'm Daring Do!" The mare declared quite proudly and Celestia gave her that much. "Sure I only exist in the imagination, but think about it, that means that tons of pony's know me, not only that, but so long as there are books about me, I'm always going to be around!" Daring replied with a wide grin, and then glanced down and looked to Celestia with a flat look. "So could you maybe let me down now?" The treasure hunter questioned seriously and Luna snorted.

"Thou should remain aloft forever for thy insolence!" The lunar princess stated plainly, which got Daring to glare at her once more while Celestia face hoofed. The Solar Princess hated to admit it, but Luna was acting just as Foalish as Daring, and it was about time that she put her hoof down and put a stop to it.

"Alright that's enough from both of you!" Celestia stated sternly, glaring at both Daring and her sister heatedly. "Now then, I understand that you got off on the wrong hoof, but arguing with one another won't help any of us." The solar princess stated with a nod of her head, Luna and Daring taking a moment to glare at one another. Seeing that it was unlikely either were going to listen to her, Celestia groaned internally before lowering Daring back to her hooves. "Anyways, miss Do, did you close the Golden Door after you got out?" Celestia questioned and Daring rolled her eyes and straightened her shirt.

"Of course I did, I'd have to be a total idiot to leave it hanging open, there's an evil dragon trapped in there you know." The khaki mare stated while brushing herself off, Luna and Celestia looking to one another and the back to the treasure hunter.

"There's an Evil Dragon in the Golden Door?" Celestia and Luna both questioned and the khaki coated mare stared at them and then brought a hoof to her face.

"Seriously, why am I the only one who knows this?" The treasure hunter grumbled under her breath and then sighed. "Yes, there's a dragon in there, when the door was first made a powerful Magic-User forced an evil Dragon into it. It was trapped for a thousand years because inside it couldn't age or even change, so when it finally got out and tried to destroy everything, but it was finally stopped by the ponies of Dream Valley and trapped inside of it again." Daring explained before frowning and tapped her chin thoughtfully.

Celestia on the other hand felt her eyes widen and her body tremble. The thought of a dragon getting out of the door was bad enough, but if that dragon got out of the door it would also run rampant in Faust's home. Not only that but it would be her fault, well her's and Luna's, but mostly her's as she was the one who had wanted to open the door in the first place. The solar princess looked over to her sister, and the distressed look on Luna's face clearly said that she had similar thoughts.

"Yes well, as interesting as that is, I think we should go and make sure the door is closed." Celestia said a bit too quickly and then galloped off in the direction of the door. Luna looked at Daring for only a moment, before biting her lip and turned in the direction Celestia had galloped off.

"Er yes, indeed! Sister wait for me!" The Lunar mare cried out as she galloped after the older mare, while Daring rolled her eyes and trotted over to the maps she'd been looking over. Shaking her head for a moment the mare hopped onto a cushion and moved a few of the maps around.

"Finally. Now maybe I can get something interesting done." Daring muttered to herself before she remembered something else about The Golden Door. "Wait a second, isn't there a creature called "The Nightmare" trapped in there as well?" Daring wondered quietly, then shrugged her shoulders and got back to her maps. "Eh even if there is, those two can probably take care of it." She stated and opened a map that showed the way to the lost city of The Sea Ponies...

Faust grunted and winced as Rarity tightened a saddle that she believed would suit the mare. Admittedly her search for something that suited the off-white mare had yielded her very little success. In fact, Rarity was trying harder and harder to find something, anything, that would look good on the older mare. Once the saddle was cinched shut Rarity took a step back to look at her work, only to growl and stomp her hoof into the ground. "This doesn't make any sense!" The fashionista cried and rushed over to look through all of her other designs.

"No..." She said and looked to another. "No." She stated and grit her teeth, eye twitching dangerously. "No!" She shouted and tossed the designs into the air. Bringing her hooves down she took several deep calming breaths and turned back to Faust. She idly removed the saddle with her magic, Faust letting a breath out that she'd been forced to hold in. "I've worked with hundreds of ponies, I've mastered all forms of fashion and design, but nothing feels right on you!" The fashionista declared and Faust smiled sheepishly.

"Well, at least you tried." Faust replied while stretching her wings and then leaned forward and felt her shoulders pop. She hadn't held that still in years, not since that one time Majesty had a pony paint their portrait together. Finished stretching the off-white mare glanced to Rarity to see she was still going over designs. "Besides, I don't get out much so I've never had much need for dresses." The in-disguise alicorn reminded and the fashion pony glanced her way with a stiff frown.

"Yes Darling I understood, but it never hurts to be prepared for a formal occasion." Rarity stated with a nod of her head and then tossed another design to the side. "I mean what if one of your daughters were to be married, would you not wish to have something nice to wear to their wedding?" Rarity stated as she trotted over to the side and started looking over materials and colors in an attempt for inspiration. Faust on the other hand raised a brow and tried to imagine Celestia or Luna getting married... and then rolled her eyes and shook her head.

"Somehow I doubt it, they aren't exactly ones for much ceremony when it comes to such intimate relationships." The off-white mare replied honestly, as the two alicorns had on occasion had suitors. Of course between them Celestia was probably the only one to go beyond simple courting, but even then she had kept that a secret. "Of course when you have access to her diary it's not much of a secret..." Faust whispered to herself, only slightly guilty that she'd read through the solar diarch's personal thoughts.

"Be that as it may miss Faust, it's also a matter of pride. I take great pride in my work and in my talent for bringing out the beauty in any pony." Rarity stated and then halted, her eyes wide as she turned to Faust. "If I can't find something that looks good on you then my talent is pointless!" Rarity exclaimed with a shudder and trotted off to find several accessories and looked them over. Faust on the other hoof suddenly face hoofed and groaned at a sudden realization.

Rarity's special talent was not for finding gems, unlike the common misconception, it was for finding the true inner beauty in anything and bringing it to the surface. Even a rock had such inner beauty, as the story of how she got her cutie-mark could attest. However, the problem with this was that Faust was in disguise, the reason Rarity couldn't find anything that looked right on her was probably because she wasn't being herself, or any real pony for that matter.

"Sweet Celestia why can't I find anything?" The fashion pony all but demanded and slumped to the floor with a pout. Feeling more than just a little uncomfortable, the off-white mare approached Rarity and sat down next to her. Idly placing a hoof on her shoulder, the red maned mare offered a weak smile to the distraught fashionista.

"Rarity, I really appreciate all the work you've been doing... but maybe you should take a breather." Faust urged while mentally trying to think of a way to get around letting Rarity make her an outfit. "At least for a little while." Faust added and Rarity sighed tiredly and nodded her head in agreement.

"Yes I think perhaps a bit of a break would help with the creative juices..." The white unicorn replied and released a sigh before looking back to Faust. "Um, if it's not too much trouble Miss Faust, but would you happen to have any more stories?" Rarity questioned of the older mare with a sheepish look on her face.

"What kind?" Faust asked the far younger mare and Rarity hummed lightly and considered. She considered it for roughly a minute before idly nodding her head.

"Perhaps something about one of the princesses." Rarity suggested and a slight frown crossed Faust's features and she rubbed at her chin.

"Which Princess? I mean honestly there are just so many of them, there's Luna, Celestia, Cadence, Platinum, Primrose, Royal Blue, Serena, Sparkle, Starburst, Tiffany, Majesty..." Faust listed off from memory but was halted by Rarity's hoof as she looked at her in shock.

"Princess... SPARKLE?" The white mare all but demanded and Faust nodded her head, then pulled the white unicorn's hoof from her mouth.

"Yeah, she was one of the six original princesses of the land. The six ponies maintained the balance of Equestria's magic using six powerful wands. Princess Sparkle was a lavender Unicorn in charge of plants." Faust explained while Rarity sat back for a moment and then shook her head.

"Wait a moment darling, there were Six of them?" Rarity questioned seriously and Faust nodded her head.

"Two Unicorns, Two Pegasi, and Two Earth-Ponies." The disguised alicorn affirmed and Rarity hummed and rubbed at her chin as a thought occurred to her. Perhaps it was a bit of a long shot, but it seemed a bit coincidental that there were once six ponies with six special artifacts that kept the balance of magic.

"So where those wands perhaps the original Elements of Harmony?" Rarity questioned and Faust grinned nervously and then shook her head.

"No, in fact the princess Ponies were most well known for fighting one another and arguing over who should be queen at the time. It was because of that in fighting that Princess Majesty rose to prominence and protected all the ponies." Faust replied with a bit of a half truth, admittedly the wands were not the original elements... they were just a part of them really, the Rainbow of Light and a few other artifacts they had found over the years had been combined into the true elements.

"Oh I see... well could you tell me of this Princess Majesty then?" Rarity questioned and saw a pained look on Faust's face as she sighed but nodded her head. Closing her eyes Faust used her magic, the entire room was instantly covered in shadow and Rarity watched as a brilliant red light formed before them. The light then became a red square with black silhouettes forming into a landscape and a tall looking unicorn mare...

"Long ago, long before Equestria was even a dream, before the tribes were at war, in the era of the six Princess Ponies, their lived a magical unicorn, one named Majesty." Faust began and the unicorn silhouette began to trot along the landscape Faust's magic had made. "Majesty was a pony of great power, while others only had a bit of magic which precluded to their special talent, Majesty knew all magic and could conjure any spell she desired." Faust continued while Rarity looked thoroughly surprised as it seemed yet another ancient mare resembled her friend Twilight to some extent.

"For years Majesty traveled, the land was rife with monsters and fear, The Princess Ponies too busy feuding with one another to hear their subjects pleas." Faust's story continued as a silhouette of six arguing mare's in rather interesting hats showed up, Rarity frowning slightly with a shake of her head. "Eventually, Majesty found a place free of monsters and free of hate, a place of peace which she named, Dream Valley." Faust continued in barely a whisper, her head bowed and her bangs hiding her eyes in shadow.

"In that place of peace Majesty used her great power and built a sturdy castle from which she could live in peace. Within the walls of her castle she continued to study magic, and grow stronger and more powerful with each passing day." Faust continued to explain as the silhouettes changed, showing each development and the unicorn mare entering her castle and reading a book. "She studied and grew, and each day was the same, that is until one cold rainy day, something unexpected happened." Faust stated and a small smile came across her face as the silhouettes of several ponies appeared at the castle's drawbridge.

"Please oh please, we don't mean to intrude, but it's so cold out here and we're all so scared won't you please help us out from the cold?" came the cry from the scared little ponies who begged to enter the castle. Majesty was reluctant to help them, she was warm and safe herself, why should she help strange ponies she didn't know?" Faust questioned quietly and her magic showed the unicorn mare look down for a moment, before her horn gave a soft glow and lowered the draw bridge for the other little ponies. "Because what good is it to be safe and warm, if others are cold and scared?" Faust replied with a smile as the little ponies ran into the castle and were warmed by a sudden flame conjured by the unicorn.

"Be safe and warm, My Little Ponies, you may stay here as long as you like." Majesty told the little ponies and offered them to with her have tea. "Here you go, please drink it up, warm up and be well." Faust continued with a small smile while Rarity smiled as well seeing the black silhouette offer the drink to help warm the cold ponies. "Majesty took in each pony, and in exchange they offered her friendship and love." Faust noted while never looking to rarity as the little ponies seemed to dance around Majesty.

The scene then changed, showing the five ponies building a few other buildings around the castle, a stable and a few more that Rarity couldn't quite place. "Not long after when the sun shined upon the land, Majesty's little ponies scampered outside. They explored and they played, but never did they stray, from the kind mare who had given them a home." Faust continued and the scene changed once more to a star filled night and even more ponies at her door. "And soon again, more ponies did come, seeking a place to stay." Faust noted and Rarity continued to watch as Majesty lowered the bridge once more for the little ponies.

"Please oh please, we don't mean to intrude, please let us stay for but a day, we're so tired and hungry, and the trolls won't let us rest." The ponies begged, and Majesty did smile and usher them inside. "Come My Little Ponies, inside you will be safe and warm, to you my cupboards are laid bare, think nothing of strife and leave the trolls to me." The unicorn bade before she made her way out into the storm." Faust continued with Rarity leaning forward as the silhouette of the unicorn marched into a storm, several creatures twice her size soon standing against her.

"Leave now!" Majesty cried to the trolls and they only laughed. "Why should we go little mare? Our playthings are inside, and it's warm and with food, within we'll happily make do, and you ponies shall not be spared!" Faust continued and a scowl slowly spread across her lips while Rarity saw the "Trolls" lift large clubs. "I warn you right now..." Majesty said sternly, her eyes cold like ice. "If you threaten my ponies, there will be no remorse. Leave now, while you still can." Faust uttered and she felt Rarity shiver as the trolls were shown to laugh.

"They laughed and guffawed, what did they have to fear, she was but a simple measly little mare. Without fear or regret the trolls did charge, and yet... their bravado brought them defeat. For with a twirl of her horn and a flash of light, Majesty's magic was then released. As one did they stop, held forever silent and still, flesh to bark and blood to sap, where once were fierce trolls... now a humble forest, did grow." Faust uttered softly the scene showing twisted trees with snarls and sneers, ones that Rarity recognized quite well.

"The Everfree forest..." Rarity whispered with a shudder while the scene continued, Majesty twirling her horn in the air again.

"With another twirl of her horn, and even those trees were gone, banished to parts and places unknown. Her job done and her ponies safe, Majesty then returned home." Faust continued as the silhouette of Majesty made her way from the field and went back inside her castle. Inside the ponies quickly surrounded the mare and seemed to dance once more, their numbers now doubled. "Within Majesty was beset by questions, and so put the ponies minds at ease." Faust continued and then took a deep breath.

"All is well My Little Ponies eat now and rest, the trolls shall trouble you no more." Majesty said warmly, and brought tea and cakes for the ponies to eat. Now happy and fed, these new ponies would also offer friendship and love. And like those before when it was sunny and warm they never went away, from the mare who protected them from harm." The off-white mare continued with a soft smile and the scene changed once more, showing a calm quiet night with the little ponies sleeping in their homes, and Majesty reading in her castle.

"Many many nights later, when all was quiet and at rest, when Majesty rested by a fire reading once more. A soft knock came from the draw bridge." Faust almost whispered while Rarity watched the silhouette of Majesty make her way to the draw bridge, and lower it. "Outside this time was not many ponies nor besetting trolls, no this time was only a tiny little filly who looked oh so alone, whose horn was broken in half, who was thin and weak from hunger, and shaking from the cold." Faust actually choked for a moment and then wiped at her eye while Rarity looked to her in concern.

"Please oh please, I don't mean to intrude I ask only..." Faust started before taking a calming breath and a small ghost of a smile crossed her lips. "To not be alone." The filly did plead so softly it was barely heard. Yet Majesty heard and with a smile she scooped the filly in hoof. "Oh little one, do not fear, I will keep you safe and near. I'll teach the things you must know. And then when strong enough, I'll help you find friends." Faust stated with tears in her eyes while Rarity smiled softly as Majesty carried the little filly inside.

The scene changed once more, showing a plethora of monsters and ponies passing by. "For years Majesty lived in that castle, always protecting her ponies. Monsters were vanquished, ponies were saved, and new friends were made. In all that time her magic grew and she made many ways to always keep an eye on them, a magic mirror and a crystal ball that could see all ends of her home. Soon Dream Valley was no longer just a place... but a kingdom all its own." Faust stated with what could only be pride and joy in her voice as Rarity watched on.

"In their time together they all learned so much, each type of pony became special and unique. The Pegasi mastered an art of music which could call forth a storm. The Unicorns learned magic and many spells. And the Earth Ponies, sturdy and strong, learned to grow food for all." Faust said happily while Rarity smiled and could imagine that to be the true beginning of pony society. Long before Discord, and long before the tribes were at one each others throats, they stood together to be secure and safe.

"And like her ponies, a little filly did grow, as a student she could never replace." Faust stated with a smile a little filly at Majesty's side slowly grew into a mare. Rarity noted that her horn was still broken and she had what looked like a baby dragon riding on her back. "Her student learned and grew so much at Majesty's side. And eventually with a little help from her beloved teacher, she made many wonderful friends." Faust continued while Rarity watched five new ponies appear, one a unicorn, two Pegasi, and two Earth Ponies.

"And with her friends alongside her, that little filly grew even more." Faust stated as it showed the once filly now mare seemingly studying six wands, what looked like a rainbow and several more objects. "And so, as she went to study and learn, an amazing discovery was made." Faust whispered and then formed six glowing spheres around the silhouette of the pony with a broken horn. "Six elements to light the darkness, six elements to bring order to the land." Faust stated and immediately saw Recognition in Rarity's eyes.

"The Elements of Harmony!" She cried in recognition and a soft smile crossed Faust's face as she gave a single silent nod.

"Yes. And with that creation the world would be given new hope." The mare stated before waving her horn and the scene was changed to show a great tower being built over what had once been Majesty's castle. "For years Majesty would protect her little ponies, a princess in their hearts, and yet never taking the title for herself. In the waning years of her rule she commissioned a grand tower built, magic in every stone. The tower rose and eventually, when all was done, Majesty was a very old mare." Faust said softly as the scene moved to a room where the now ancient mare was surrounded by friends.

"For two hundred long years, she looked after her little ponies. Faithfully caring for each and every one of them." Faust said with tears in her eyes as she remembered the mare who took her in so long ago. "And in the end, she chose a mare to look after them, a mare who would stand far longer than she." Faust stated as a white alicorn broke the black and red of the scenes and nuzzled Majesty softly. "The student she took in so very long ago." Faust stated and saw Rarity gape as the scene changed to show the white alicorn her head bowed with a crown as a single tear fell.

"As her time finally came, her tower completed and gifted to her student, the land itself did grieve. For three days and three nights there was a great torrential rain. It was said by the student that day, "So too does the sky weep, for Queen Majesty, is no longer here." Faust finished, her eyes closed and old tears falling down her cheeks. With her story done Faust's horn dimmed, her eyes fell and she allowed a slight ghost of a smile to grace her lips.

"Q-Queen? I-I've never heard of a Queen. W-well, aside from that horrid Queen Chrysalis that is." Rarity said through sniffles and Faust idly nuzzled the tearing mare. "Oh do forgive me darling, but it's been quite some time since I've heard a story quite like that." Rarity admitted and Faust nodded her head and sighed softly.

"Majesty wasn't royalty by blood, nor did she ever truly accept the tittle of Princess. She believed that the greatest tittles she ever accepted were simply, teacher and friend. But when she died, her student believed, that for all the good she did and all the ponies she saved, she deserved to be queen." Faust explained and closed her eyes as she remembered that day from so very long ago.

"I see. It's almost hard to believe she was a princess at the same time as those other six mares." Rarity noted while Faust nodded her head.

"Strangely enough, some of Majesty's subjects actually saved the Princess Ponies. They finally buried the hatchet afterwards and worked together to keep the balance of magic in the land." Faust admitted and Rarity smiled slightly.

"Seems to me that everything Majesty ever did ended up working out well for ponies. She builds a castle, ponies come and she protects them, the ponies she protected save the Princess Ponies, and balance is restored to the lands. She takes in a little filly, and she turns out to be a powerful Alicorn who makes the Elements of Harmony, which have saved Equestria on more than one occasion." Rarity noted aloud, idly rubbing her chin and wondering what else the ancient princess / queen had done that they had benefited from.

"Anyways Rarity, I hope you enjoyed the story. It's actually one of my personal favorites." Faust admitted and watched as the fashion pony sudden sat straight up with a sparkle in her eyes.

"Ideeeaaa!" She declared and jumped to her hooves before shooting off to work. Faust blinked in surprise, then yelped as Rarity grabbed then yanked her to her hooves and pulled her over to stand beside her dress-forms. Looking at her strangely Faust watched as Rarity sifted through her designs for a moment, grabbed a pencil in her magic and began to make some moderate changes. "Yes, I have to say miss Faust, I don't know what it was, but something about that story, it spoke to me!" Rarity gushed while spinning Faust around, the mare stumbling on her hooves as Rarity shot off.

"I don't know why, I can't really explain it, it's almost like hearing that story, of all the wonderful things Majesty did, have somehow inspired me." The white unicorn gushed as she started to work, taking a moment to look to her dress-forms and pulled them over to her sides. "Not only for you mind you, but for other designs as well!" The fashionista declared with a smile as she used her magic to command multiple objects which began to float all around her. Watching the fashion pony work, Faust cracked a smile and giggled into her hoof.

"Huh, and here I thought I was the only one who knew how to multitask like this." The off-white mare noted to herself as Rarity continued her work, moving this and that over to her dress-forms. Faust watched her new friend as she shot this way and that, moving a plethora of items with her magic even as she worked to complete each dress.

"Miss Faust, would you be a dear and open your wings please?" Rarity questioned and the disguised alicorn raised a but did as bade, opening her wings and stretching them out. "Ah, thank you." Rarity stated as she then circled around Faust a few times before using her magic to open a cabinet and bring several bolts of cloth over, dragging a mass of dust along with it. The dust passed close and Rarity brushed it away, although Faust sniffled as some tickled at her nose a bit. The older mare then inhaled deeply several times before suddenly letting loose a sneeze.

Rarity yelped and ducked down as their was an explosion of light, fabric and such sent flying in all directions. Looking up when all had passed, Rarity found Faust buried under a veritable mountain of cloth. Quickly using her magic to uncover Faust's head the unicorn mare couldn't help but think she looked a little different. "Oh my, miss Faust are you alright?" Rarity questioned and the buried mare let out a sigh as she shook the fabric off of herself.

"Yeah I'm fine, there was just a lot of dust." Faust replied while lifting her back legs and shook the cloth off of them. Had she taken a moment to look at the white unicorn, she might have noticed her eyes going wide. "How often do you dust this place anyways? I know you're really neat and tidy, but a good dusting never hurts. I mean there was this one time when I have tons of dust back home, it didn't even bother me until I was doing a spell and sneezed and... and..." Faust started to explain before she stopped completely and looked to the wide eyed Rarity.

"And my spell canceled itself out..." She stated in realization and looked herself over to see that her transformation spell had been canceled out... "Uhh... well, um, I can totally explain this." Faust assured Rarity and yet the white unicorn continued to stare at the older mare.

"Y-Y-You really are an alicorn!" The mare exclaimed and Faust quickly looked around to make certain no pony had heard her. Once she was certain no pony was spying on them, the off-white alicorn offered a nervous chuckle and rubbed the back of her neck nervously.

"Yeah, about that..." Faust stated to say only for Rarity to sit back and bring a hoof to her head.

"S-So, h-how much have you told me and Pinkie that's actually true?" Rarity questioned shakily and Faust looked more than a little uncomfortable, idly shifting her wings at her sides.

"Well, it's all been more or less true. I'm not a Princess, though really it should be I'm not a Princess anymore, my reign only lasted a hundred or so years. And I am really an Archivist, but it's more a self appointed tittle than anything really. I really do only have some ribbons, jewelry, and such to my name, again, in my day we weren't big on dresses and such. I think stables and bridles and such were still used though..." Faust replied nervously while Rarity twitched and then used her magic to bring a cup of tea from... somewhere.

Faust wasn't going to question it, the poor mare seemed really out of sorts from all this.

"And well... I am on vacation, sort of, I've spent like two thousand years locked in my tower and figured I could use a break. I did use to tell stories as well... but technically I was actually there for most of them, since I actually knew Twilight The Wish Granter Personally. And I did raise two fillies once a while back, but that was when Discord was around and..." Faust continued to admit with a nervous grin while Rarity continued to shake and then her eyes widened.

"W-Wait a second, y-you raised two fillies, one named Celestial Majesty and the other you called Woona..." She whispered and then gasped and pointed at the other mare. "Sweet Mother of Celestia! You're the mother of Celestia!" Rarity exclaimed and Faust rapidly shook her head.

"No! I mean sort of, I did raise her and Luna when Discord was in power but I didn't give birth to them or anything! There real parents were turned into something by Discord so I took them in and kind of taught them about magic and such, but that's all!" Faust stated and yet Rarity continued to look at the mare with her eyes wide.

"You're still there mother!" The white-unicorn insisted and then began to hyperventilate. "Oh dear oh dear, I'm actually talking to the mother of Celestia and Luna! I'm shouting at the mother of Celestia and Luna!" Rarity whispered desperately while Faust shifted nervously once more and brought her sweater over to slip it back on, unfolding the sleeves so it would fit her larger frame. With that done the ancient alicorn slowly walked over to Rarity and sat down beside her, the white-unicorn looking more and more distressed.

"Um... well, I suppose since I'm being honest here, you remember my story about Majesty?" Faust questioned while opening a wing and wrapping it comfortingly around the fashinista.

"Y-Yes... it was all true wasn't it?" Rarity questioned softly and Faust nodded her head.

"Yeah well I'm... I was actually her student." Faust admitted and Rarity clearly could take no more as she swooned, brought a hoof to her head and passed out into Faust's open wing. Letting out a sigh, Faust then looked to the unconscious mare for a moment before hitting herself on the head and groaning. "I'm barely here for a day and my secret is already blown, good work Faust, good work." She muttered and lifted Rarity with her magic before carrying her up the stairs to find her room. She really hoped that Rarity would hear reason in the morning and could be convinced to keep her secret to herself.

She also had to wonder what else could possibly go wrong...

Twilight trotted back into the library with a bag of cupcakes floating at her side. The lavender mare looked around for Spike for a moment, and finally saw the Baby Dragon putting a couple of books on a shelf. "I'm back Spike, did Celestia's letter arrive?" The lavender mare questioned of her number 1 assistant and Spike glanced at her pensively for a moment before shifting on his claws.

"Uh... actually, no." Spike admitted sheepishly and Twilight lunged forward until she was nose to nose with the Baby Dragon.

"What do you mean no!?" Twilight demanded and began to pace around the floor once more, Spike breathing a sigh of relief and leaning heavily into the shelf. "What could be taking her so long? Princess Celestia would never just forget about something so important!" Twilight exclaimed while pacing, Spike quietly grabbing the bag of cupcakes from her magic to make sure that she didn't drop them.

"Okay Twilight I know this seems bad, but maybe Princess Celestia is... uhh... okay, I really don't have anything this time." Spike admitted while watching his companion pace around worriedly. She soon stopped to see Spike shifting through the bag to pull out his gem coated cupcake. "Oh boy, emeralds, amethyst, and rubies!" The baby dragon gushed with his mouth watering. Twilight snorted and narrowed her eyes on her assistant, her horn flared for a moment and the cupcake was encased in her magic and pulled away from Spike as he tried to take a bite.

"Hey!" The baby dragon cried at the lavender unicorn as she brought the cupcake to her side.

"Focus Spike! This could be serious!" Twilight reminded the baby dragon seriously and then narrowed her eyes and tapped a hoof into the ground. "Princess Celestia hasn't answered us back even though it's almost been a full day since I sent my notice of Faust to her. I can only assume that something is preventing her from answering back to us, so either Faust is some evil being who wants to disable the Elements of Harmony, something else has taken her hostage, or less likely it's all just a big coincidence." Twilight stated while Spike gave the lavender unicorn a strange look.

"Why would you think she's after the Elements of Harmony?" Spike questioned and Twilight let out a soft sigh.

"Every time something has tried to destroy Equestria, The Elements have managed to stop it, or at least been a part of the solution. My theory is that if Faust is as intelligent and well read as it seems then if she was evil the first thing she would target would be my friends. Given how I haven't heard from Celestia, I would also assume she's found a way to block any magic heading to Celestia leaving us cut off from Canterlot unless we take the train, in which case she could potentially..." Twilight started to explain, Spike widening his eyes as he realized just how thoroughly the mare had thought this out.

"Uh... you've really given this a lot of thought, haven't you." Spike noticed and the lavender unicorn blushed slightly and looked away from her friend.

"In my defense it seems like evil attacks the town every other week." Twilight stated and sent the baby dragon his cupcake with her magic. "And it never hurts to be prepared." Twilight finished and cantered over to the bag of cupcakes to get her own. Spike on the other hand merely rolled his eyes and started to munch on his cupcake.

"If you ask me, you need to relax. I get that things are looking suspicious and all, but you haven't even met this Faust mare yet." Spike noted aloud with a bit of gemstones flying from his mouth, Twilight giving him a dirty look in response.

"Spike, don't talk with your mouth full!" Twilight admonished and the baby dragon rolled his eyes and happily returned to his cupcake. "And as for things being suspicious, they've become more so. Pinkie Pie met Faust yesterday, and while I can believe that is a coincidence given that it's Pinkie, she also met both Rarity and Fluttershy today." Twilight explained and pulled a cupcake forward to take a bite out of it.

"So you're saying she's meeting up with all your friends, I get that is kind of strange... but why is that suspicious?" Spike questioned worriedly, now feeling very concerned for Rarity.

"I... I don't know." Twilight admitted and took another bite of her cupcake, chewed it precisely for a few moments and then swallowed. "Pinkie actually mentioned quite a bit about Faust, she's not a morning pony, very smart, has impressive magical abilities, a mother of two, very high strung, older than she looks, an archivist of course, a story teller, but nothing incriminating." Twilight explained and Spike blinked and scratched at his head.

"So she's a bit old, but is otherwise a normal mare?" Spike asked and Twilight shrugged her shoulders.

"Seems like it, but at the same time she also knew odd things, like how Pinkie has apparently patented all her songs." Twilight replied and leaned back with her cupcake floating in front of her as she took another bite out of it.

"Well it's actually stranger to me that Pinkie has taken the time to patent all her songs." Spike noted aloud and Twilight inclined her head in agreement with the baby dragon.

"She thinks ponies are making their own versions of them or something." Twilight explained and Spike scratched his head with a hopelessly confused look on his face.

"What?" He asked and then shook his head, deciding that it was just a case of Pinkie Pie being Pinkie Pie. "Anyways it all seems like maybe this has all been one big coincidence." Spike stated and took another bite out of his cupcake and happily devoured both gems and baked good. Twilight idly inclined her head, admitting that it all did seem just a tad coincidental, but she then frowned deeply and glanced to one of her bookshelves. She remembered what Pinkie had said about the story of Twilight The Wish Granter and narrowed her eyes.

"Spike, do we have a book with the story of Twilight The Wish Granter around here?" Twilight questioned and Spike stopped eating his cupcake for a moment. The baby dragon tapped a claw against his chin for only a moment before nodding his head.

"Yeah, it's with all the other fairy tales." He replied and Twilight rolled her eyes but turned to the shelf in question and began to sift through the books with her magic, idly munching on her cupcake as she did.

"No... no... no..." She whispered under her breath before pulling out a very old book. "Aha, here you are." The lavender unicorn said happily and brought the book over before opening it to her desired story. "Let me see now..." She mumbled while reading and then smirked when she found the passage. "And the little filly spoke to the mare of the moon... aha, I knew it!" The unicorn mare happily crowed, which drew Spike's attention to her once more.

"What is it now?" Spike questioned as he finished his cupcake and walked over to the lavender unicorn, Twilight lifting the book up for him to see.

"I confirmed my suspicion Spike! Faust told Pinkie and the others about Twilight The Wish Granter, but her version had Twilight speaking with the moon itself, this version here has her speaking with The Mare of The Moon, who would have to be Luna." Twilight explained and finished her cupcake before tossing the wrapper into a nearby trashcan. Looking at the book for a minute, the baby dragon looked back to Twilight and crossed his arms.

"Okay, so how is that important?" The Baby Dragon questioned with a frown and Twilight sighed and gave her friend an annoyed look.

"It's important Spike, because Twilight The Wish Granter is a story far older than most ponies know. Princess Celestia once told me she heard the story back when she was still just a filly." Twilight began and then clicked her tongue and pulled another book from a nearby shelf. "That means Luna couldn't possibly have helped Twilight, she was probably still just a foal at the time or it could even have been before she was born! My point is, Faust has a legible copy of the original story." Twilight stated and opened the new book to scan it's contents for a moment while Spike scratched his head in confusion.

"Okay... but I'm still not seeing your point, Twilight." Spike admitted and Twilight let out a sigh.

"Basically what I'm trying to explain is that Faust has a copy of the original story. To have an original means that it had to have existed before The Pre-Classical Era during Discords reign." Twilight explained as she sifted through the book and smirked as she found the page she wanted. "And according to this book, during Discord's reign he was well known to make the writing in books into complete nonsense because they were just "Too Boring" before he got his grimy claws on them." Twilight continued and a look of realization suddenly dawned on Spike's face.

"So because Faust has one, that means wherever she works as an archivist, there are a bunch of ancient books that shouldn't exist?" Spike questioned and Twilight nodded her head with a grin.

"Yes!" Twilight declared and happily clapped her hooves, before a sudden thought occurred to her. "Wait a second, that means that Faust can't be an Archivist from Canterlot, none of the books there are that old!" Twilight realized and then rubbed at her chin. "It also means that Faust potentially has access to books we couldn't even imagine, possibly older journals and diaries of powerful unicorns from ages lost..." Twilight realized, her mind going over thousands of possibilities, and more than a few daydreams of finding such a lost repository of knowledge...

"So then Faust works in some super secret Archives or something then?" Spike questioned of his companion curiously and Twilight hummed lightly and leaned back in her seat.

"Possibly..." She admitted and then glanced outside and sighed. "But it's getting late, we should head to bed Spike. Tomorrow morning I'm heading over to Rarity's to meet this unusual mare named Faust." Twilight stated and a grin crossed the baby dragon's face.

"Really! Can I come?" Spike asked happily and Twilight smiled and rolled her eyes.

"Alright Casanova, but just remember we're there to learn what we can about Faust, not so you can make goo-goo eyes at Rarity." Twilight stated seriously as she got to her hooves and trotted to the stairs to her room. Spike walked at the lavender unicorn's side, a happy grin on his face as he patted her leg.

"Aw I'm not that bad about it Twilight, I can totally handle this." Spike assured her and the mare looked down at him, clearly not convinced...

TBC...

The Vacation: Day 3 Part 1

The Vacation Day 3:

Twists and Turns...

Dream Valley, perhaps the most peaceful and wonderful land in all of Ponyland. It is a place where many ponies have gathered in order to enjoy the safety and protection of the wonderful Princess Majesty. It is sunny and warm, with plentiful food and water for every pony. The Pegasi dance and play in the skies above, while the earth-ponies and unicorns gallop in the fields below. And at the very heart of Dream Valley is Majesty's castle.

Majesty's castle was not grand, no, it was actually a very simple castle. Four simple stone walls with a tower at each corner, a fifth tower in the center in which Majesty lived, the typical battlements along it's walls and and atop its towers as seen on many castles. The castle had no true door, only a draw bridge which Majesty lowered or raised and a sparse few windows around it. Within this refuge is a small library, and within that small library a magenta colored lizard with a pink underside and triangular green spines sleeps quietly on one of the book shelves, his arms crossed under his chin.

"Spike! Spike!" A mare's voice cried and a baby dragon blinked, yawned and looked down from his perch on top of a series of shelves. Leaning over to look down, the baby dragon saw an off white mare with a short unruly red mane and tail, a series of bandages wrapped partially around her left hoof and leg, a quill and inkwell Symbol on her flank, green ribbon tied into a bow at the base of her tail, bright sapphire colored eyes, and a broken horn at the center of her forehead. "Spike get down here!" The mare shouted and the baby dragon stretched for a moment before scurrying down the shelf with practiced ease.

"Alright Faust I'm down, what'd I do this time?" The baby dragon asked in a nasally voice, the significantly young Faust fixing a stern look on the baby dragon. The mare then trotted to the side and grasped a book in her mouth, she then brought it over to the baby dragon and dropped it at his claws.

"Mind explaining why this book is half burnt?" The unicorn questioned in a strained tone, her eye twitching while Spike took several steps back.

"Uh... well I didn't do it on purpose, I just kind of sneezed and..." Before he was forced to finish his explanation, the baby dragon bolted, scurrying away from the mare as fast as his little legs could carry him.

"Oh no you don't!" Faust growled and lunged after the baby dragon, galloping out of the library and through the castle. "You won't get away this time you little troublemaker!" Faust cried out as she chased the surprisingly fast Baby Dragon through the castle, although mentally admitted with how often she chased him he was likely getting better at it.

"Ha! You'll never catch me!" Spike crowed in response with a determined look in his eyes, speeding through the castle and towards the central tower where Majesty did dwell. Said royal unicorn walked out, her white coat immaculate and violet mane curled perfectly, she spent little to no time on it and yet somehow it always looked perfect. The royal mare idly read a scroll before she glanced from the corner of her eye and smiled upon seeing Faust and Spike.

"Good Morning Spike." Majesty said pleasantly to her "Pet", sitting down as the baby dragon passed her by. The magenta dragon turned on his claw for only a moment to grin at his mistress.

"Morning Majesty!" He cried, then turned back around and ran off through the castle, Faust hot on his tail.

"Good morning my faithful student." Majesty offered cheerfully as Faust passed her as well, the off-white mare stopping and bowing her head to Majesty.

"Good morning Majesty. Now if you'll pardon me, I have an unruly lizard to catch." Faust growled and galloped after the baby dragon, Majesty raising a hoof to attempt to hide her giggles as her "Pet" lead her Most Faithful Student on a merry chase through the castle. Smiling cheerfully, the mare went on her way, still reading the scroll which was simply a request for an audience from Sparkler, who was still insisting on making her a crown... Meanwhile Spike looked behind him to check if Faust was still following him, the baby-dragon grinned when he thought he'd escaped her wrath, only to gasp upon seeing her come around the corner.

"Feet don't fail me now!" He cried and lunged off towards the kitchen. Within the kitchen, a certain pink Earth-Pony with a dark pink candy colored mane and tail was preparing a rather delicious looking cake, a series of pale flakes colored her flanks and a purple ribbon tied into a bow around the base of her tail, her purple eyes sparkled as she beheld the sweet snack and she licked her lips and opened her mouth to take a bite of her cake. However before she could enjoy her treat a certain Baby Dragon hopped onto the long table and somehow slid through her cake.

"Sorry Cotton Candy!" Spike cried out while the pink mare sat there silently, tears practically welling in her eyes at the loss of her treat. A moment later Faust passed her, only to stop and then wince when she saw the look on Cotton Candy's face, not to mention the mess left in Spike's wake.

"Uh... don't worry Cotton Candy, I'll catch Spike and make him clean this up, okay?" Faust offered and yet the other mare was silent, the unicorn silently backing away. "Er right, well I better get off then, heh heh..." Faust mused aloud and then quickly rushed off after Spike, leaving the shell shocked mare behind. Faust narrowed her eyes and steeled her resolve to catch the trouble making lizard. Keeping her eyes open for any sign of the lizard, Faust growled when she saw a scaly tail make it's way out of the castle.

"Oh no you don't!" She growled and galloped out across the draw bridge in hot pursuit of the troublesome lizard. Across the bridge an orange pony with a messy blond mane and tail stood on a stool and trying to reach the last apple in a tree. She stretched upwards and tried to bite into it, however Spike scurried passed the mare, his tail accidentally knocking into her stool and causing her to loose her balance as she often did.

A moment before she would've tumbled to the ground, the mare fell on top of Faust, knocking the wind out of the mare as she hit the ground with an oomph. "Well golly, that sure was a lucky save, thanks Faust!" Applejack offered the off-white mare with a bright smile, Faust letting out a groan and looking up to her orange friend.

"No problem Jackie... but could you please get off my back!" Faust demanded and Applejack chuckled nervously and started to get off of the younger mare. "Ow! Watch the Horse Shoes!" Faust shouted and the apple-mare shot off of Faust's back and looked at the other mare sheepishly. Releasing a breath Faust rose back to her hooves and stretched for a moment before looking around for Spike. "Great, I'd love to stay and chat Jackie, but I have a pesky lizard to catch!" Faust stated and then shot off, Applejack scratching her head and shrugging as she left.

Faust continued after Spike, and eventually saw the Baby Dragon panting and half leaning into a nearby tree. Grinning widely, Faust lunged after the tiny terror. "... k out below!" A voice came a moment before a magenta Pegasus mare rammed into Faust from the air and both were sent tumbling to the ground. Releasing a groan of pain Faust glanced up and found her friend Fire-Fly on top of her.

"Really Fire-Fly, couldn't you wait like five more seconds before crashing into me?" Faust asked the mare irritably, and growled when she saw Spike scampering off.

"Uh sorry, I was working on my Double Inside Out Loop again. I want to be able to do it whenever I want instead of just when you guys are in trouble." Fire-Fly admitted sheepishly and helped the off-white mare to her feet and glanced up to her broken horn. "I uh... I didn't break anything did I?" Fire-Fly questioned worriedly, while she knew Faust's horn had long been broken, she was worried about hurting her even more.

"No, I should be fine." The off-white mare replied while brushing herself off, then glanced to the side as a green Pegasus mare landed beside them. The mare was mint green with a darker curly green mane and tail, dark green musical notes for her Symbol, and minty colored eyes with a dark green ribbon tied around the base of her tail.

"Oh dear, are you two alright?" Medley questioned of the two in concern, Fire-Fly waving it off while Faust got back to her hooves, again, and brushed herself off, again.

"Pfft, we're fine." Fire-Fly assured and Faust nodded her head and then glared in the direction Spike had scampered off.

"Sure, now if you'll excuse me I have a certain mischievous Baby Dragon to catch..." Faust stated and lunged off, Fire-Fly and Medley looking to one another for a moment before flying back into the air. Faust on the other hand continued after Spike, the baby dragon clearly slowing down from exhaustion. "Ha! You may be spry, but I've got you beat in endurance!" Faust noted aloud with a grin, then looked to her side to see a white unicorn mare with a shooting star Symbol, her mane and tail a mixture of blue and light blue, a purple bow around the base of her tail and roller-skates on her hooves.

"Hi Faust." The mare stated while leisurely skating beside of the mare, Faust giving a slight smile in response.

"Good morning Glory, what brings you out here?" Faust questioned of the other mare and Glory shrugged while turning on her hooves and rolling backwards.

"Not much, just out for a little fun around the castle." Glory replied honestly and then turned on her hooves and rolled off into the distance. "See you later!" Glory cried out as she skated towards a cliff and rolled up it's length and nearly flew into the air. Shaking her head Faust turned away from the other mare and focused on catching Spike, the baby dragon slowing down. Spike let out several panting breaths as he tried to push forward, only for Faust to leap forward and wrap her forelegs around the baby-dragon's torso.

"Ha! I gotcha this time buster!" Faust happily crowed while Spike tried desperately to pull free.

"Wait no! Let me go!" Spike shouted and flailed futilely in the mare's grasp.

"Oh no, you are in so much trouble! Not only are you going to apologize to Cotton Candy, but you're making her a new cake, and after that you're helping me re-shelve the library, and after that..." Faust shouted at the baby dragon who slumped in her arms, pouting childishly in her grasp...

Faust yawned as she walked down the stairs of Rarity's home and place of work. The dream of her younger days still on her mind as she remembered the past a bit more. She still had to wonder what it was about Ponyville that seemed to bring out so many old memories. Yet she couldn't help but reflect on how similar, yet equally dissimilar things were. She had yet to put her disguise back on, mostly because she got better sleep when she wasn't using her magic. Keeping a transformation spell like that going for a full day wasn't exactly straining, but it did leave her with quite the headache.

The off-white mare trotted into the boutique's kitchen and winced when she saw Rarity nursing a cup of coffee, her mane a mess. Faust silently entered, Rarity glanced her way for only a moment, before quickly returning her gaze to her steaming mug. The Alicorn Archivist mentally groaned and used her magic to check the mare's shelves. "Third cabinet to the right..." Rarity mumbled and Faust offered her a grateful smile, before pulling a mug from the preferred cabinet and trotted over to the coffee pot and made sure there was still some left.

The mare then poured herself a cup and gathered a little sugar for it, it was too bitter black, and sat down at the table in front of Rarity. The said Fashinista silently watched her for several moments, briefly opening her mouth as if to say something, but closed her mouth a moment later and shifted in her seat. Faust on the other hand shifted on the cushion for a moment, inwardly thinking it was just a tad too small to be comfortable. However she also glanced down and wondered if the mass of sweets she'd had with Pinkie might've exasperated her weight gain a bit.

Faust shook her head of such thoughts and glanced back at Rarity to see her looking at her, only to look away when she was noticed. The off-white alicorn let out a sigh at this and brought her hooves up to rub the sides of her face and then took a sip of her coffee. She couldn't help but think it was far too early for her to deal with this, she'd need a lot more coffee before she would be able to really deal with this. Explaining to a known gossip that she was an ages old alicorn from a time forgotten was going to be hectic...

"So, how should we start this?" Faust finally questioned of Rarity and the unicorn shifted uncomfortably in her seat.

"S-Start what dear?" Rarity questioned nervously and Faust groaned and took a sip of her coffee. It was clearly going to be one of those days.

"My explaining to you what's going on." Faust replied and Rarity made a slight noise of acknowledgement and then returned to staring into her mug of coffee.

"I-I'm not sure. Thankfully Sweetie-Bell is with our parents today or I'd worry about her barging in unexpectedly." The white mare replied and shifted her hooves over the mug. The mention of Sweetie-Bell got a smile from Faust as she idly remembered similar fillies from when she was actually young.

"Let me guess, she's adorable but always seems to get into trouble?" Faust questioned and Rarity rolled her eyes and nodded her head.

"Oh you have no idea darling, and I honestly have to wonder where all that sap keeps coming from." Rarity replied and Faust chuckled and took a sip of her coffee.

"Actually, Luna was the same way when she was little. I swear, when she wasn't trying to find her Symbol... err, Cutie-Mark, she was off on make believe adventures, there was this one time she actually took one of my books and used it as a saddle, took one of my maps and made it into a little "Cartographers Hat" and went out exploring. It took me weeks to get all the mud and grime off of her when she was finally done with her adventure." The off-white alicorn noted and Rarity snorted and tried desperately to hold in her laughter.

"Oh dear, Luna was really like that then, you aren't just making it up?" Rarity questioned and Faust rolled her eyes.

"I wish, and Celestia wasn't much better when she was a filly. I swear she actually looked for a spell that would show her what her Symbol... err, Cutie-Mark would be." Faust admitted with a shake of her head and Rarity giggled quietly and tried to imagine the almighty god-empress of Equestria looking like an adorable filly looking for her cutie-mark...

"Oh dear, did she actually manage it?" Rarity questioned with a smile and Faust snorted and giggled.

"No, she just turned herself pink for a few weeks." Faust admitted and both mares fell into a fit of laughter imagining Celestia after she turned herself pink. "Oh, and Luna was so loving it, she even called her "Pinklestia" for another month after it happened." Faust stated and Rarity placed a hoof over her mouth as she snickered to herself. Even she could admit that the sight of Celestia turning pink would be absolutely hilarious, especially if she was full grown. It was cute if she was a filly, maybe a little amusing, but an adult Celestia being turned pink would absolutely slay her.

"Then there was the time the girls tried to get me a colt friend..." Faust noted and shook her head with a grimace. "Let's just say there's a reason I don't go looking for a husband and leave it at that." The off-white mare noted with a shudder and Rarity giggled to herself again and smiled to the older mare.

"I must admit miss Faust, you really aren't what I'd expect of Celestia's mother." Rarity noted and Faust rolled her eyes.

"Really, then so what did you expect?" Faust questioned with a raised brow and Rarity chuckled nervously.

"Well... I actually don't know. I never really gave any thought to the princesses even having a mother." Rarity admitted and Faust chuckled in her throat and took another sip of her coffee. The fashion pony then looked away from the mare and glanced at a clock worriedly. "You know Darling, perhaps you should put your disguise back on. Much as I like speaking with the mother of Celestia, should some pony come by unexpectedly we might have a few, err... problems." Rarity noted with a grimace and Faust idly nodded her head in agreement.

"Yeah." The older mare agreed and got back onto her hooves, Rarity following her lead. "So do you have a mirror I can borrow? Visualization really helps with this spell." Faust questioned and Rarity nodded her head and led the older mare into her into the main room of her boutique. Walking over to a full length mirror, Rarity was only slightly surprised that Faust was a bit too tall for it.

"Oh dear, you certainly are much bigger than most ponies." Rarity noted and Faust nodded and then concentrated on her spell, her horn glowing bright crimson red. A moment later their was a flash and she was small again, however resembled Fluer-de-Lis...

"Seriously! Ugh, why does it always take me so long to get this spell right?" The off-white mare demanded of no pony while Rarity silently watched her. With another flash, Faust was small and her body closer to an average ponies, her horn and wings were also sized proportionally with her smaller frame. "Ah, much better." Faust stated with a nod, then rolled the sleeves of her green sweater up and rubbed her chin. "Maybe I should do something with my mane?" She wondered and with a sudden flash her mane changed to be curly, Rarity's jaw practically dropping as she watched with wide eyes.

"No, I got enough of that ages ago." Faust noted with a shake of her head and with yet another flash her mane and tail were short and unruly, much like they were in her younger days. The off-white mare idly raised a hoof to her mane and frowned for a moment before shaking her head. "It's been a while since I've used this style, but no..." She stated and with a flash her mane was back to being straight yet a little messy. "Eh, why mess with a good look?" Faust mused with a smile and then looked to a shocked Rarity.

"Th-There's actually a spell for styling your mane?" Rarity asked in both awe and utter disbelief and Faust nodded her head with a smirk.

"Yeah, I helped Princess Majesty develop it. She was never one to take her time and brush out her mane every day, so instead we came up with a spell for it. She used it every morning and her mane was always immaculate, though how she always kept her coat so clean when she was stark white, I'll never know." Faust replied while running a hoof through her mane, and then grinned at Rarity. "So Rarity, how about I teach you the spell and you keep me being an Alicorn a secret?" Faust questioned and took a step back when the fashion pony nodded her head with a wide grin.

"Oh yes yes yes yes yes!" She declared happily while bouncing around the older mare in pure joy. However, Rarity quickly came to her senses and blushed and looked away from the older mare when she realized how she'd just behaved. "Err, what I meant to say was, yes, I would very much love to learn such a spell." Rarity said with a slight bow of her head then looked away from the off-white mare. "Oh, and do excuse my earlier reaction darling. I honestly don't know what came over me." The unicorn pleaded and Faust giggled and nodded her head.

"No Problem Rarity, now then, this spell is fairly simple to use and to learn, but pay attention, last pony who got it wrong ended up setting their mane on fire. Although admittedly it was only a cosmetic change, it did look pretty cool though." Faust began to explain with a shake of her head, idly remembering that pony... who strangely enough kept her mane on fire and was happy with it afterwards. She would honestly never understand some ponies.

Princess Celestia, ruler of Equestria galloped through the tower like a pony possessed. The amount of distress on the mare's face was clear as she slid at a corner and bolted down the next hall. "Where is it, where is it!" The princess demanded as she tried desperately to locate the "Golden Door" she and Luna had discovered earlier. She turned at another corner and ran down another hall, only to slide to a halt and gape. Where the door should be, she found only a normal door instead.

"What!?" She demanded with disbelief in her tone, then turned and bolted down the corridor, only to ram into Luna, the smaller princess crumbling beneath the weight of her older sister. The two were locked together for a few moments before struggling and trying to pull free.

"Tia get off!" Luna growled while trying to kick her sister off of her person, Celestia letting out an unladylike grunt as she rolled off of the younger princess and looked all around. "Honestly Tia, thou needs to..." Luna started only to groan and shake her head, idly tapping a hoof to the side of her skull and shifting her eyes back onto her sister. "You really need to limit your cake intake." The younger alicorn stated and Celestia idly nodded her head and then looked around with a very worried expression.

"Luna, have you noticed that the halls in the tower have changed?" Celestia questioned of her sister worriedly and the lunar princess idly glanced around before nodding her head.

"Aye, we... I noticed it a short while ago. It seems mother's tower is a bit more playful than you give it credit for." Luna noted and Celestia rolled her eyes before looking around urgently.

"I know, but it doesn't make any sense that a door like that would just move!" Celestia exclaimed and her sister clicked her tongue and glanced around.

"Actually it makes perfect sense. The halls of the tower change so that intruders cannot find their way through it." Luna mused and Celestia stopped to consider that possibility. "And if that be the case then it would also stand to reason that as the tower's one true mistress, only Mother is able to properly navigate it." Luna added while Celestia was lost in her thoughts when a sudden realization hit her. She widened her eyes as she realized that not only would that be a good way to protect the tower, but also.

"It could keep anything inside the tower futilely searching for an exit forever!" Celestia shouted with her eyes darting in all directions as if to spot something that was watching her, her entire body shaking like a leaf. Luna blinked for a moment and then reached to her sisters side to gently pat a hoof against her side.

"It will be fine Tia, I'm certain that Mother's tower would not wish to hold us here. And even if we don't find a way out, certainly some pony will notice we are gone by now." Luna reminded the solar princess and Celestia inhaled several deep breaths as she tried to calm down. But unfortunately the ever present feeling of being trapped had become all too much for the solar princess to bare. She hated being trapped in small places, she'd always hated it, thanks in part to her foalishness when she was just a filly.

She had been playing with one of Faust's chests for the sake of amusement, turning it into a makeshift boat or something. Her memory of the event was a bit hazy, but she knew that she'd been trying to entertain herself while Faust had been caring for Luna, foals needed more attention is what Faust had said at the time. Regardless, she did remember that she had caused the chest to shut on herself and she'd been trapped inside of it for several hours before Faust had finally found and released her.

"L-Luna, think about it. If the t-tower changes itself to keep p-ponies trapped. Then the r-reason we have yet to find a way out, is because The Tower itself isn't letting us find one!" Celestia stated while continuing to look all around, now almost entirely certain the Tower itself was somehow watching them. Taking a moment to glance around herself, Luna shivered at the distinct feeling that the Tower actually might be watching them before looking back to her panicking sister.

"I understand that Tia, but if we don't find that Door who knows what could happen!" Luna reminded and Celestia bit her lip and nodded her head in agreement. As much as the idea of The Tower keeping her trapped terrified her, the idea of an evil dragon escaping The Golden Door and destroying Faust's tower was far more frightening. While she wasn't as adamant that Faust was their mother as Luna, she was just as terrified of the mare being disappointed in her.

"Right... then let's go and find that door." Celestia stated and Luna nodded her head in agreement with her sister as they both trotted into the depths of the tower. The halls now clearly changed with each turn they made, Celestia growing more and more nervous the further they went. The sisters soon found their way to a staircase that lead further down into the tower, both princesses looked down into it before looking back to one another. "This doesn't seem all that safe." Celestia noted and Luna quietly nodded her head in agreement with the solar princess.

"Perhaps not, but we must locate the door so that nothing more gains it's freedom." Luna replied and Celestia released a sigh before trotting down the stairs with Luna following behind her. The two glanced to either side and noticed that torches had been inset a ways into the ground, lighting the way down without blinding them. "I wonder who designed this tower, the architecture is really quite impressive." Luna noted aloud, more for the sake of distracting her sister from the idea that she was trapped than anything else.

"True, but I'd say that its likely as old as Faust so I would suggest asking her about it." Celestia urged while keeping her eyes trained forward so that she didn't trip and fall.

"Why do you insist on calling her that? She raised us Tia!" Luna reminded the older alicorn and Celestia took in a breath and then exhaled.

"She raised you, I wasn't a foal when she found me." Celestia retorted and the lunar princess snorted and glared at her older sister.

"You may not have been a foal but you were still too young to care for yourself." Luna reminded the older mare bluntly and Celestia visibly winced and wilted.

"Yes, I know..." Celestia replied and took a deep breath through her nose.

"Is there something you wish to tell me sister?" Luna questioned of the older alicorn and Celestia shook her head.

"It's nothing Luna..." Celestia replied and the younger sister resisted the urge to growl and shake her sister. She loved Celestia dearly, but she really wished that she would just talk to her about her problems.

"If thou insist, sister." Luna replied in the old tongue, a frown marring her features while Celestia silently trudged down the stairs further and further. Keeping her eyes open the lunar alicorn eventually noticed that the stairs would loop around every now and again as they went down. "Sister, have you noticed that this stairway is far too long?" Luna questioned seriously and Celestia shook her head as they continued down yet another loop of stairs.

"The Tower is probably having more fun at our expense." Celestia mumbled with a frown, then glanced around in an attempt to find out just how The Tower was watching them. "I'm starting to realize that it's just as childish as you earlier assumed." The Solar Alicorn replied with a frown, and Luna couldn't help but agree with her sisters assessment of The Tower. It seemed that while it was born of magic, it had taken very little from their mother in terms of personality, and instead acted a bit more like Discord for some reason.

"Perhaps Discord has had something to do with how The Tower is acting." Luna suggested while looking around as they went further and further down into the depths of the tower. Celestia merely made a slight sound of acknowledgement, although glanced at the walls every now and then with a shiver. The halls in the upper portion of the tower were quite spacious, and while the stairway was far from tiny, it was still a far cry from being as open as she would have liked.

The downward spiral eventually came to an end, Celestia slowly trotted out onto a cold stone floor and looked around with narrowed eyes. The room she walked into was dark and cold for only a moment before large fire pits were suddenly lit and illuminated everything. "Oh my..." Celestia whispered seeing what looked like a suit of iron and brass armor split into just under a dozen pieces and left chained to multiple stands around them.

The armor was clearly ancient and had been made in the old style of guard armor. Unlike current age armor which was more for appearances, this armor was designed to maximize protection both physical and magical. It had Iron "Gauntlets" which would nearly encase the forelimbs, Iron "Greaves" which would almost totally cover the hind limbs with Brass knee guards, a Iron / Brass Helmet with a false horn that left only the eyes visible, a large Brass chest-plate with a Brass Gorget at the neck, Wing-Guards that were made from Brass and Iron, a tail-plate that was equal parts brass and iron, and the "Saddle" portion of the armor for the back and hind quarters of the wearer which was almost entirely made from iron.

"An Iron suit of armor..." Celestia whispered quietly, the armor surprising her greatly since her mother was never the violent type, and it had a Symbol on it's flank. The older alicorn walked further into the room and approached the armor, a frown crossing her features as she looked it over. It was a Brass Flame at the "Flank" portion of the Greaves, an Omega cut out of it. "That seems so familiar." Celestia noted to herself and trotted over to the Gauntlets / Greaves and found Brass Horse-Shoes covered the bottom of the armor.

"Sweet moon above, what is all this then?" Luna demanded as she trotted into the room as well, and Celestia hummed lightly while rubbing her chin thoughtfully. Brass and Iron had only been used in Early Equestian times, back when they had first taken rule and more than a few unicorns wanted them dead. The Iron armor's nullification of magical attacks had been used by their guard to great effect, although only the most hearty of ponies could possibly wear it.

"I'm not sure, I know this is one of our old Guard Armors, but I haven't seen one made from Iron in centuries." Celestia replied distractedly and then glanced at the stands and chains the armor was bound to. Her eyes narrowed on the chains suspiciously and a quick scan confirmed her suspicions. The chains were enchanted to absorb magic, the stands were enchanted to bind magic, and over all it was clear that Faust hadn't wanted this armor getting loose... but for what purpose it was held, that was any pony's idea.

"Tia, is it just me or does this armor seem really familiar?" Luna questioned, breaking the older sister from her musings, while the Lunar Alicorn looked at the brass chest-plate. She idly tapped the omega symbol on it for a moment, and took a step back when there was a sudden surge of power from her hoof into the chest plate. The Lunar-Alicorn narrowed her eyes, a worrying sense of familiarity as the Omega began to glow a deep crimson for a moment. The crimson glow did not last however, as the chains seemed to sap the strength from the chest plate, pulling the power out of it and causing it to dull.

"I've actually noticed that as well, and it also seems as if Faust didn't want this particular suit of armor to escape." Celestia noted aloud, while Luna looked away from the chest plate and marched over to the armor's helmet with a scowl. "She actually has more enchantments on it than I've ever seen before, I see magical absorption charms, magical entrapment charms, more binding charms than I can count, more than a few disruption charms." The solar alicorn noted aloud as she continued examining the armor, idly trotting around the room to do so.

Luna on the other hoof found the helmet, and her eyes narrowed in recognition. She knew this armor quite well, after all, she and Celestia had had it commissioned for their captain of the guard in ages passed. Unfortunately that was before a certain Earth-Pony with delusions of grandeur had come around. "Tia, I suggest that you come look at this." The lunar alicorn urged and her older sister looked to her with concern.

"Is something the matter Luna?" The solar alicorn questioned and Luna nodded her head gravely, eyes narrowed onto the helmet dangerously.

"It's War-Helm." She stated darkly, Celestia's eyes widening before a stern look crossed her face.

"Ah, well now that would certainly explain all the chains and charms then." Celestia admitted, before trotting over to stand next to Luna and look at the empty helmet. The Solar Princess Narrowed her eyes and glared into the empty eye-holes of his helm for a moment, before taking notice that his armor looked much as it had when last they met. "He hasn't changed much since we last saw him." Celestia noted with a smirk and Luna snorted derisively.

"Hardly Tia, when last we saw him he was still whole and setting fire to our subjects homes for little more than amusement." Luna replied with a scowl, Celestia glaring at the helmet again at the reminder of the pony's crimes. However both sisters suddenly jumped back as a pair of crimson red eyes briefly flashed within the depths of the helm. "Sweet merciful sun! He's still alive!" The lunar alicorn cried in shock, while Celesita snorted and brought a wing over her sister's back.

"Calm yourself Luna, War-Helm hasn't really been what I would call "alive" since he possessed that suit of armor in ages passed." Celestia reminded her sister pointedly, however that did little to calm down the lunar princess.

"What part of the fact that an undead, potentially immortal, pony wants us both dead supposed to make me feel better?" Luna questioned of her sister bluntly, the solar alicorn chuckling nervously when she realized her sister had a point. As much as she hated admitting it, having an undead spirit possessing a suit of iron armor was probably the worst part about War-Helm. He was very near impossible to stop, his ancient rampages having literally been the stuff of legends and had earned him the name "The Black Pony Knight".

In fact, now Celesita really wished she knew just how Faust managed to subdue the psychotic spirit in the first place.

"Well in any case, at least in this sorry state he's found himself in, he can hardly be counted as a threat." Celestia offered, Luna snorting for a moment than idly nodding her head in agreement with the older alicorn. She considered War-Helm a threat even in this sorry state, insane or not, War-Helm had always been a force to be reckoned with. If not for the iron armor that made up his body, then for the fact that he was practically immortal in his current state.

"Tia, I suggest we touch nothing more and return to our search for The Golden Door. Lets allow War-Helm to continue to exist in this sorry state, I have no desire to see him released." Luna stated bluntly, and Celestia sighed but agreed with the younger alicorn, both making their way back to the stairs and leaving the suit of armor behind. Yet as they left, a pair of glowing red draconic eyes opened within the helmet before narrowing dangerously on the retreating alicorns. The individual pieces of armor moved for only a moment before falling still, and the eyes closed with a strangled cry of fury echoing within the helmet...

In her own personal opinion, Twilight had waited more than long enough, more than a day had passed and still Celestia had yet to respond to her letter. She was beside herself with worry for her teacher, and greatly concerned with the mare named Faust who several of her friends had met thus far. And with that thought in mind, the lavender unicorn with purple dragon in tow marched to Rarity's with a stern frown on her face. Approaching the boutique the mare calmed herself, not wanting to come off as too forceful or suspicious when she met the mare.

Knocking on the door, Twilight awaited her friend Rarity to answer with Spike rolling on his heels at her side. Glancing to the baby dragon, Twilight gave him a look and her calmed down and stood still. Turning back to the door as it opened, Twilight was surprised to see a white mare in a green sweater with a straight red mane instead of her friend. "Umm... hi." Twilight offered with a raised hoof and the mare smiled pleasantly and waved a hoof.

"Oh hello, you must be Twilight Sparkle. Nice to finally meet you." Faust offered pleasantly and Twilight frowned for only a moment before offering a slight smile of her own.

"Hello, and yes, I am Twilight Sparkle. I take it you're Faust then?" Twilight questioned and the off-white mare nodded her head before glancing down at Spike. She was silent for a moment, her eyes cloudy like she was lost in thought before shaking her head. The off-white mare then smirked and leaned down to meet Spike face to face, the baby dragon raising a brow as he looked at the mare.

"And who might this little fellow be?" Faust questioned while looking up at Twilight, the lavender unicorn rolling her eyes and patting the baby dragon on his head.

"This is my number one assistant, Spike." Twilight stated plainly and only just saw the wince on the face of the off-white mare.

"I see, well he certainly is a cute little guy." Faust noted quietly and rose back to her hooves to step aside. "Please come on in, I was actually trying to show Rarity a spell." Faust offered and Twilight calmly walked inside, Spike following behind her. Faust's eyes were drawn to the baby dragon and she couldn't help but notice some of the scales on his back looked a bit odd. Ignoring that Faust closed the door to the boutique behind Twilight and Spike and trotted into the main room where Rarity was greeting her friends.

"Oh why hello Twilight! And Spikey-Wikey too. How are you doing darlings?" Rarity questioned from a cushion and Twilight glanced to Faust to see her calmly trotting over to a cushion to have a seat as well.

"I'm fine Rarity." Twilight replied and took a seat on a nearby cushion while Spike zipped over to Rarity with a wide grin.

"Yeah, everything's A-Ok back at the Library, we just figured we could visit." Spike supplied and Twilight nodded her head in affirmation, still taking a few quick glances at Faust.

"Oh I see, well that certain is nice darling, I was actually learning an interesting spell from Miss Faust here." Rarity stated while nodding to the off-white mare who simply nodded her head. "Did you know there's actually a way to style your mane with magic?" Rarity questioned and Twilight raised a brow and glanced back at the off-white mare.

"Isn't that kind of a waste of magical power?" Twilight noted plainly and Faust scoffed and waved her off.

"Pointless maybe, but for mare's who really don't have time to brush and brush and brush it can make all the difference." Faust stated with a nod of her head and Twilight seemed less than pleased while Spike looked back to Rarity.

"So you want to learn the spell so you wont have to take as much time to style you mane?" Spike questioned and Rarity clicked her tongue for a moment.

"Well not exactly, I suppose I could but it would also be helpful if I ever wanted to style some-pony else's mane." Rarity replied and then let out a sigh. "Unfortunately the spell is a bit more complicated than Faust suggested, but then again I suppose for a mare with a lot of time to read and learn it wouldn't seem too complicated." Rarity noted while shooting Faust a look, the off-white mare merely shrugging her shoulders.

"In my defense, I did warn you that the worst case of that spell going wrong had a mare turning her mane and tail into living fire." Faust pointed out and Rarity nodded her head, Twilight looked more than a little disturbed, and Spike tapped his chin in thought.

"So basically they looked like Twilight when she gets really mad?" The baby dragon questioned, much to Twilight's embaressment, and Rarity and Faust's amusement.

"Ugh, Spike! Don't say that!" Twilight grumbled while covering her face with a forelimb as Rarity and Faust snickered quietly.

"Oh I know dear. Hopefully I'll be able to get it mastered sooner or later." Rarity mused to herself before frowning and looking at Faust questioningly. "Though I have to ask if it always seems to randomly jump between styles?" Rarity questioned of the off-white mare and Faust shook her head.

"Not always, if you just use it to look for a style it'll jump between like fifty of them until you know what you want." Faust replied honestly and Rarity nodded her head in understanding. Twilight on the other hoof stared at Faust and Rarity, but couldn't see anything strange about either mare.

"Ah, so then it's like narrowing down your choices until you know which one you want?" Rarity suggested and Faust nodded her head, Twilight idly paying attention and inwardly admitting it might be nice to not have to brush her mane in the morning to be rid of her usual bed mane.

"Pretty much. There was this one time I ended up with a dozen different styles for my mane before I just put it back like this." Faust stated while raising a hoof to her straight, albeit slightly messy, mane. Rarity giggled slightly and smiled to the older mare, before looking to Twilight.

"Oh dear me, I'm sorry Twilight, did you have anything you wanted to talk to me about?" Rarity questioned and Twilight grinned nervously and shook her head.

"Actually no, Pinkie just mentioned a new pony was in town and I was surprised she hasn't had a party yet." Twilight replied and Rarity nodded her head in understanding.

"I must admit that is a bit odd, why is it that Pinkie hasn't thrown you a party yet miss Faust?" Rarity questioned of the older mare curiously, then tapped at her chin. "After all, she seemed awfully taken with you yesterday." Rarity noted and Faust nodded her head and smiled.

"I convinced her to throw me a "Slumber Party" the other night since it was too late for her to throw me a proper party. And yesterday morning we were baking a bunch of sweets..." Faust noted aloud which Twilight assumed had something to do with The Cake's recent surplus. "And after that we went to the spa for most of the evening, and I came by Rarity's for a dress fitting after that." The in-disguise Alicorn continued and then smiled cheerfully. "So I guess she just hasn't had time to throw me one is all." The off-white mare mused with a shrug of her shoulders and Twilight hummed quietly to herself.

"Given how Pinkie throws parties so ponies will meet new friends, you should probably expect her to throw you one tonight." The lavender unicorn mused aloud and Faust nodded her head in agreement.

"Yeah, I guessed as much." Faust admitted and then glanced at a nearby clock, got up and looked to Rarity with a sigh. "Well in any case, it's been fun Rarity but I probably shouldn't take up anymore of your time." The off-white mare mused and then grinned. "But I hope I'll get to spend some more time with you latter, last night was surprisingly fun." Faust told the white unicorn with a smile and Rarity chuckled and nodded her head.

"Certainly darling, I always have time for friends." Rarity assured and the off-white mare trotted off, Twilight narrowing her eyes for a moment before getting up as well.

"Miss Faust, would you mind a bit of company?" Twilight questioned of the mare quickly and Faust glanced back and her with a raised brow. "I know you're new to Ponyville, and while Pinkie is excellent at welcoming new ponies perhaps you wouldn't mind a tour with some pony who isn't so... random." The lavender unicorn offered with a pleasant smile while hoping that the mare wouldn't think it odd that she was offering. Faust considered Twilight's offer for a moment, and while she was curious about Celestia's student on a personal level, she glanced at Spike with a bit of concern.

"While I would love to have you tag along Twilight, I have to ask what you'd want to do about Spike?" Faust questioned and the lavender mare looked to the older mare with a confused expression.

"What do you mean?" Twilight asked and the off-white alicorn in disguise let out a sigh and smiled kindly.

"I'm just saying that I don't think it's such a good idea for a Baby Dragon to try and keep up with us. After all, they aren't exactly known for their stamina until they get bigger." Faust explained and Twilight made an oh with her mouth, although was very surprised that Faust knew anything about Baby Dragons as such information was exceedingly rare in Equestria. 'There's yet another sign that she's not all that she seems and knows way too much to be normal.' The lavender Unicorn thought to herself while turning to Rarity.

"Rarity, do you think that you can take care of spike while I'm out with Miss Faust?" Twilight asked her fashionista friend and the white unicorn waved a hoof with a smile.

"Certainly darling, I'm always happy to have Spikey-Wikey over to help." Rarity replied while bringing a joyful baby dragon into a tight hug. Rolling her eyes Twilight looked to Spike with a decidedly amused smirk as the baby dragon nearly melted into the hug from his "secret" crush.

"So Spike, would you mind staying with Rarity for a while?" Twilight questioned while already knowing the answer as the baby dragon grinned widely.

"You'll get no complaints from me, Twilight!" The baby dragon replied happily and the lavender mare rolled her eyes and looked back to Faust.

"There you go, Spike's all taken care of." Twilight stated and Faust nodded her head in agreement.

"Well alright then, I was actually just going to look around town for a bit." The off-white mare noted and smiled to Twilight cheerfully. "But if you really want to tag along I wont stop you." The off-white mare noted while making her way out of the Boutique with Twilight following after her and leaving Spike and Rarity behind. Closing the boutique's door behind her, Twilight took a moment to scrutinize Faust a bit more properly in the light of the sun.

'Hmmm... she's a bit tall and slender for a normal pony, she has wings and a horn but I've yet to see her use any magic, although Applejack, Pinkie-Pie, and Rarity have suggested she can use magic anyways so she's probably just a winged uniocorn. She's also supposed to be moderately powerful, although I don't know to what extent exactly.' Twilight thought to herself while following behind the off-white mare and then blinked when Faust turned to look at her.

"So Twilight, your Sym... I mean Cutie-Mark is for Magic isn't it?" Faust questioned curiously, Twilight narrowing her eyes and frowning at the new slip. 'She has noticeable stress lines under her eyes, clearly she is tired and I suppose her being on vacation is credible. But she was about to say Symbol just now, but Ponies haven't called Cutie-Mark's Symbols since The Pre-Classical Era.' Twilight noted inwardly but smiled to the off-white mare and nodded her head.

"Yeah, it's actually why Princess Celestia accepted me as her personal student." Twilight replied proudly, and watched the off-white mare as she smiled brightly.

"Makes sense, I can't think of any pony better to teach a mare with a special talent like yours." Faust stated cheerfully and Twilight smiled awkwardly at the praise. 'Is she just trying to get on my good side or something?' The lavender unicorn wondered before noticing the Cutie-Mark on Faust's flank.

"So if you don't mind my asking Miss Faust, what's your cutie-mark stand for?" The lavender unicorn questioned and Faust glanced back at her flank and smiled to the younger mare.

"It's for writing, or as some of my friends used to tell me "Creativity"." Faust replied and Twilight idly nodded her head, but frowned internally as that seemed perfectly reasonable.

"So I've heard from Pinkie that you're an Archivist." Twilight noted aloud and the off-white mare nodded her head.

"Yeah, I've been doing it for what almost feels like forever." Faust replied cheerfully and Twilight nodded her head.

"Well I'm not just Princess Celestia's personal student, I'm also the Ponyville Librarian." The lavender unicorn stated quote proudly and Faust giggled.

"Well from an Archivist to a Librarian, I hope that you have a way to make sure books aren't burned away. Spike is a Baby Dragon now, but as they get older their fire breath can get a little sporadic." Faust noted and Twilight blinked and then stared at the off-white mare with a frown.

"How do you know that? Baby Dragons aren't exactly common in Equestria." Twilight noted plainly, her eyes narrowed on the off-white mare as she chuckled nervously. Faust had actually forgotten about that bit, she'd only wanted to help Twilight prevent some of the situations she remembered from her own days with Majesty's "Pet" baby Dragon Spike. The off-white Alicorn in disguise thought quickly however and came up with a reasonable enough explanation.

"I know, but it's really just logic when you think about it, most Dragon's breath fire and so could potentially do so at almost any time." Faust replied calmly and Twilight inclined her head, giving the off-white mare that much at least. "Personally, I'd suggest simply marking the books with a Burn-Away Charm and then linking it to their place on the shelves." Faust suggested and Twilight frowned and considered the idea. She knew of The Burn-Away Charm, which Celestia used for the notes she and Spike sent back and forth, but she'd never really considered it for uses beyond letters to the Princess.

"That actually makes sense, but what about when you have to re-shelve or even replace books, taking the charm off could prove more of a problem than just putting them on." Twilight replied curiously, honestly curious about the other mare's knowledge in magic. More so she could gauge how much of a threat she was than anything, but she was also curious about ways to protect her books from spikes flames. Faust herself frowned as she thought about Twilight's point, having once been a librarian of sorts she knew what the mare was talking about and idly nodded her head in understanding.

"Good point, I guess I never had to worry about that since I basically just archive books..." The off-white mare admitted and then tapped her chin with a thoughtful frown. "What about a Fire-Repelling Charm, not quite as simple as the Burn-Away Charm but just as effective." Faust suggested, and the lavender unicorn blinked and rubbed her chin with a thoughtful frown. Fire-Repelling Charms were not new, by any means, but as Faust said they were fairly more complicated than the Burn-Away Charm she had suggested.

The difference was that a Burn-Away Charm was basically tacking a teleportation spell on top of a minor preservation spell. As such when the book was burned the teleportation spell activated while the preservation spell basically preserved the message so that it was legible when the note reformed. A fire-repelling charm was far more complicated because it had to actively protect a book or piece of paper from fire, therefore it had to make the flames bend around the book and also keep the heat itself from igniting the paper.

"That could work, but I've never had much luck with Fire-Repelling Charms, they're pretty advanced as far as Enchantments go." Twilight repelled honestly, Faust frowning and clicking her tongue for a moment. She liked Twilight, the little mare really reminded her of herself when she was young, albeit with more magic than she ever had and without the broken horn...

"I see. Well if that's the problem I could cast them for you, charms and enchantments are actually kind of my magical specialization." Faust admitted truthfully, Charms and Enchantments had always been easier than some of the other branches of magic. Through sheer power she could cast most spells but she had always had an easier time learning and casting charms and enchantments. Twilight was honestly caught off guard by the offer, she hadn't had any pony offer her help with magic since she was still a filly, mostly because she was Princess Celestia's student.

"Uh... are you sure that wouldn't take time away from your vacation?" The lavender unicorn questioned, she was still suspicious of the mare, but she did seem a bit tired with those stress lines under her eyes.

"Oh it's no problem at all. I have fun casting charms, I've actually charmed and enchanted a majority of my home." The off-white alicorn replied with a wave of her hoof, and she really had charmed most of the tower. The majority of those charms however had been simply to ensure nothing destroyed the place on the off chance any of her more... err... destructive, tenants got loose.

"Well if you really wouldn't mind I guess that would be okay." Twilight replied, before smiling as a certain gleam came to her eyes. "Oh! And maybe you could give me some pointers on charms." Twilight practically gushed and bounced on her hooves, Faust giggling behind a hoof and smiling at the lavender mare. Realizing what she was doing Twilight quickly looked to the older mare with a nervous chuckle. "Uh sorry about that, Miss Faust." Twilight said sheepishly, Faust merely waving it off and grinning at the younger mare.

"Oh it's no problem at all Twilight, but please just call me Faust. I'm old, but I hope I don't really look like a "Miss Faust"." The off-white mare pleaded, Twilight nodding her head although internally frowning as she looked at the older mare. 'She really does look young. I know magical power keeps a pony appearing young, but she barely looks my age! Just how much magic does Faust really have?' The lavender mare wondered inwardly, before smiling and nodding her head.

"Right, mi... er, Faust. And thank you for the offer to charm my books. It'll really be useful when Spike starts sneezing in spring." Twilight admitted aloud, and thought of the couple of books that Spike accidentally burned over the years. She never blamed Spike for it, he wasn't always able to control his sneezes after all. And with Faust offering to not only enchant her books but teach her a little about charms, she could potentially learn how powerful the other mare really was.

"Let me guess, the little guy gets Hay Fever?" The off-white mare questioned with a smirk, Twilight groaning and looking at the older mare pleadingly.

"Please don't call it that. My mom once called it that and Spike really thought hay was causing him to sneeze back when he was still little." Twilight groaned, Faust giggling in amusement and bumping the younger mare's flank with her own.

"Oh really, so was he only that gullible back then or is he still gullible now?" Faust questioned curiously, Twilight frowning as she thought about it for a moment.

"Seems to depend on his mood. He can be gullible sometimes, and others he's able to surprise you with how world wise he is." Twilight replied with a shrug, and Faust whistled lowly and turned back towards town. Much like the day before, ponies were basically giving her a wide berth, which Twilight was quick to notice of.

"You'd think they never saw a Winged Unicorn before." Twilight noted with a shake of her head, Faust looking at the younger mare with more than a little surprised.

"Well I'm surprised that you actually know about them." Faust stated honestly and Twilight rolled her eyes.

"I grew up in Canterlot, the majority of the guard are Pegasi and most civilians are Unicorns, Pegasi Unicorn couples are really common and as a result so are Winged Unicorns and Horned Pegasi." The lavender unicorn explained, Faust smiling happily until she noticed Twilight looking at her strangely. "Although I have to admit, you are the most well balanced Winged Unicorn I've ever seen. Most of them have smaller wings." Twilight admitted with a frown, Faust grinning and chuckling nervously in response.

"Yeah well, what can I say, I was really lucky to be born this way." Faust replied, Twilight silently nodding her head in agreement while continuing to watch the mare. 'Is it strange that she is so... so likeable? I mean, she even knows a bit about magic which is rare in Ponyville but I'm supposed to be making sure she isn't evil!' Twilight thought inwardly, before glancing away from the off-white mare.

"So Faust, why did you want to come to Ponyville for you vacation?" Twilight questioned curiously, hoping that the mare might make a slip. "I mean I know it's a small out of the way town, but we are really close to The Everfree Forest, not to mention it seems like something crazy happens around here almost every week." The lavender unicorn noted, but Faust merely smiled in response.

"Yeah I know, but in all honesty I just wanted to get away from it all and this seemed like the perfect place for that." Faust replied, Twilight mentally agreeing that Ponyville was a good place to escape to if one wanted to get away from it all. Most other places in Equestria were much larger, barring Shady Hollows, but it still struck her as odd that the older mare had wanted to come to Ponyville.

"So you didn't have any other reasons?" Twilight inquired of the mare, Faust merely shrugging her shoulders in response.

"Not really." The older mare replied honestly, Twilight sighing in resignation before glancing up to see that they were approaching her library.

"Well in any case my library is over there." The lavender unicorn stated, while pointing a hoof over to the massive tree. Faust merely smiled when she saw the Library, and grinned down at Twilight.

"Well what are you waiting for Twilight? We've got work to do!" Faust declared with a slight whinny, then happily galloped off to the library. Watching the older mare silently for only a moment, trying desperately to understand why she was so happy, Twilight then followed after the off-white alicorn in disguise. Clearly, figuring out what was up with Faust was going to be a lot harder than she had originally believed...

TBC...

Author's Note

This chapter, and the one before it, are more to show just how different Twilight and Faust actually are. Early on it's shown that they are very similar to one another, but I didn't want it to be that the two were virtually identical otherwise things could get boring. Spike and his counterpart are much the same, while the FiM one is portrayed to mostly be a helpful assistant, I remember the original spike was a bit of an overeager dragon, who would likely cause a bit of mayhem, and was supposed to be Majesty's "Pet" baby-dragon. Also, the bit about Celestia and Luna trying to get Faust a Colt-Friend is actually because Lauren Faust was the Writer for the episode of PowerPuff Girls where they tried to get The Professor a girlfriend, I figured it'd be funny for Faust to go through the same incident that The Professor had too. And yes, the flaming pony is a bit of a spoof of the "Rapidash in Equestria" thing that seems so popular. And War-Helm is sort of a parody of the typical Gary Stu alicorn, as he resembles a black Alicorn with a flaming mane / tail, the difference is he's made of armor and he's evil which I've honestly never seen before.

The Vacation: Day 3 Part 2

The Vacation Day 3:

Seeking the truth...

Princess Mi Amore Cadenza, Cadence to her friends and Sister in law, did not gallop into Canterlot Castle. If asked she would inform you that it was merely a brisk trot. She most certainly was not distressed when she learned that she was to look after Equestria. She was merely concerned when news of her aunts sudden and inexplicable disappearance arrived by Courier. And she was most definitely not scared out of her bucking mind at the thought of filling in for her aunts... okay, so the majority of that was actually a lie.

Cadence was utterly terrified.

"What happened?" The crystal princess questioned as she fell in step with the new captain of the guard, her husband's replacement. He was an Earth pony, which she thought just a bit strange, his mane was cropped short and colored blue and silver, while his tail was longer, the color of which seemed natural on him, his hooves were blue, and his coat was enchanted to seem white by the armor he was wearing, his eyes were a crystal blue and shined with wisdom belied by his youth. His armor on the other hand, was the same as what Shining Armor had worn during his own tenure as Guard-Captain.

"Yesterday evening both Princess Celestia and Princess Luna vanished. Princess Celestia had been inquiring as to the whereabouts of all the royal archivists. She was informed that they were all present and accounted for, after which she left and we assume encountered Princess Luna. We found traces of their magic within Celestia's quarters as well as what appear to be traces of a multiple high level charms that completely camouflaged the room from view." The pony informed Cadence without missing a beat, his voice deep and calm, the pink alicorn frowning to herself.

"Not many ponies can still cast Charms like that." Cadence noted to herself and the other pony nodded his head. Charms were somewhat of a dying art, due in no small part to a stigma surrounding them that "Charm-Casters" would mess with other ponies minds. It was true that several ancient Charm-Casters had in fact developed such charms, but it was also a fact that Charm-Casters were also the only ponies able to cast Protective Charms, better known as Wards. Wards, unlike Shining Armor's shield, were a far more subtle protection that was practically invisible to the naked eye.

"I've already had a word with the known ponies with the talent to do so. All of them have iron-clad alibis and little to no motive for abducting the Princesses." The guard pony informed while looking to Cadence from the corner of his eye. "For obvious reasons I've also had the guard keep Princess Celestia and Princess Luna's disappearance a secret, as we do not wish to incite a panic." The stallion continued, Cadence nodding her head in agreement. She could easily understand his reasoning and made a mental note to keep this incident a secret as well.

"I see... was there any kind of residual trace of the magic used then?" Cadence questioned and the pony nodded his head.

"There was and our analysts are looking it over as we speak." The stallion stated and Cadence nodded, although she had to admit she felt a little out of place. Ruling the Crystal Empire was different than ruling Equestria, Equestria was several times larger than the empire after all, and not only that but she also had Shining Armor to help rule the empire. At the moment she would be ruling Equestria all alone...

"Have there been any other incidents?" Cadence questioned with a sigh, the stallion frowning and shaking his head.

"No, the most unusual part is that the sun and moon are also still rising and setting. However our astrologists have noticed that their timing seems to be off." The red stallion replied and a frown crossed Cadence face.

"Okay, then why was I even called here? It seems like you have everything well in hoof." Cadence noted and the guard stallion smiled softly in response.

"Princess Celestia left orders that you were to be brought to Canterlot should ever she be unable to perform her duties or if no other pony was available." He replied and Cadence rolled her eyes.

"I think you're already a better replacement than me." Cadence replied, more because she had never wanted to try and rule a kingdom the size of Equestria. The Crystal Empire was already taxing and she had help with it from Shining Armor, who like this other pony had been Captain of The Guard and knew a bit about running the kingdom.

"Then you underestimate what a princess is." The stallion noted and Cadence shot him a confused look.

"We're rulers of our kingdoms..." She noted and the stallion shook his head.

"Yes, but you are also so much more than that. Although it may seem that that is all you are, you are actually far more than mere rulers," the blue maned stallion stated and turned to look at a stained glass window with Celestia and Luna on it. "You are the heart of the people, it is only by knowing that the princesses are there for them that the citizens of Equestria feel safe and secure. It is when they feel that safety that the people are able to stand as one, in peace and harmony." The red stallion explained, a calm wisdom shining in his eyes that surprised the crystal alicorn.

"Oh um... well thank you, I've never thought of us as that way." Cadence admitted while the red pony silently turned away from her and continued on his way.

"Few ever see what is right in front of them," he noted sagely, the pink princess idly nodding her head before falling back into step at his side. She couldn't help but think that while he wouldn't be an effective Guard in terms of magic or ability, his wisdom would more than make up for it. A sudden thought that he was not so much a Guard himself, so much as a leader for the other guards to look to, made her believe she understood why he was chosen to be the new Guard Captain in the first place.

"I have to admit, I was actually worried about auntie Celestia and Luna finding a replacement for Shining. But you seem to have things handled pretty well." Cadence admitted, yet the guard pony merely nodded his head once and continued on his way. Shifting on her hooves as she followed the guard-captain, the pink princess then smiled nervously. "So umm... what guard division were you part of before becoming captain?" Cadence questioned curiously and a strange smile crossed the guard pony's face.

"I was not a guard before Princess Celestia honored me with my current position." The pony replied honestly, Cadence arching a brow and looking at him in surprise.

"What were you then?" She asked curiously and the guard pony closed his eyes.

"I was actually a simple clerk in the Royal Archives." He replied truthfully and then turned and continued down the hall, Cadence looking at him in surprise. She had honestly had no idea what to expect after he told her he hadn't even been in the guard before becoming captain. She didn't know what she was expecting of him either, but she had to admit that a clerk in the Royal Archives had not been it.

"I know auntie has her quirks, but does she often pick random ponies for such prestigious positions?" Cadence questioned of the guard pony and he merely nodded his head.

"In my time as captain I have found that her highness often knows more than she lets on, and less than she would like to admit. Sometimes she sees greatness in a pony, and it is when she sees that greatness that she wishes it to be brought to light. Although I fear that there have been times that greatness was not as she hoped it would be, and instead turned to something dark." The guard pony explained with a calm tone, Cadence nodding her head in agreement with his assessment of her aunt.

"I believe that Twilight Sparkle was a similar case, a pony in whom she saw the potential for greatness," the guard pony noted aloud, Cadence smiling and humming idly in full agreement with that assessment. She also had a feeling that her Sister-In-Law was destined for great things herself.

"So what kind of great things does auntie expect from you?" Cadence questioned of the earth-pony curiously and he was silent for a moment.

"I do not know," he admitted and Cadence felt a bit cheated, although she put that to the back of her mind and went back to the task at hand.

"So what exactly are my duties while I'm here?" Cadence questioned and the red pony closed his eyes for a moment.

"Nothing much I assure you. For the most part The Guard will ensure that all is well in Equestria, but if you are up to it it would be appreciated if you could simply appear in court, perhaps if you are asked as to their whereabouts say that the Princesses are visiting The Crystal Empire and you are here in there stead." The red pony replied, Cadence humming in understanding before a thought suddenly occurred to her.

"Oh I totally forgot!" she thought while smacking her head with a hoof, the red pony looking to her with concern. "Please forgive me for not asking sooner, but what's your name?" Cadence questioned of the red pony and her smiled kindly with a soft chuckle in his throat.

"I am Orion Prime." He replied with a slight nod and then sighed as they approached the throne room. "Now if you'll pardon me, I wish to assist in the analysis of the magic found on the scene of the Princesses disappearance." Orion noted with a slight bow, then turned and made his way through the castle leaving Cadence to her own devices. The Crystal Princess bit her lip for a moment before entering the throne room, a frown across her face as she worried about her aunts. She knew that they were nigh immortal, but that didn't mean she couldn't hope that they were both safe and sound.

"At least the sun and moon are still turning, I guess that's a good sign." Cadence whispered as she approached the throne distractedly before a thought occurred to her. "I should probably tell Twilight that Auntie Celestia is missing..." she mused before thinking of how her sister-in-law would react to such news... "Err, I'll do that after we have more evidence as to what happened. No use sending her into a frenzy." The Crystal Princess decided with a nervous chuckle and made her way to sit on the throne. Idly, she noted it was a lot less comfortable than the one she had in the Crystal Empire...

Ponyville is used to many things, it is used to Pinkie Pie and her random parties, it is used to being right next to The Everfree Forest and it's creatures, its even used to strange things happening on a weekly basis. Sadly, the one thing that Ponyville will likely never be used too, is Twilight Sparkle when she is angry, or when she is frustrated.

"WHY CAN'T I GET THIS!?!" the lavender mare's voice echoed out of her library in a boom worthy of the Royal Canterlot Voice. Within the library Twilight was glaring at a book with one eye twitching dangerously, while Faust relaxed nearby and giggled and continued enchanting books with a simple flame repellent charm. Simple for her at least. It seemed that Twilight was a bit of a slow learner when it came to charms.

"You need to stop trying so hard." Faust singsonged playfully, the lavender unicorn snorting and shooting her a glare.

"How am I supposed to get this, if I stop trying?" Twilight demanded, clearly more than a little annoyed with her lack of success with this brand of magic. Given that magic was supposed to be her special talent, she felt that her annoyance with her complete and utter lack of success was more than justified. Faust on the other hand rolled her eyes and grinned at the lavender unicorn playfully.

"I never said for you to stop trying, I just want you to stop trying so hard. You can't force this kind of magic to work with raw power, you have to... feel it out," Faust tried to explain, although given then flat look on Twilight's face it was more than apparent she had come a little short.

"That makes absolutely no sense," Twilight stated with a frown. Faust let out a groan and rubbed her head, still pulling book after book from the shelves to enchant them. What? Just because Twilight was proving difficult didn't mean she wasn't going to do like she said she would and enchant the books of her library.

"Look Twilight, Charms are not like other types of spells, they don't have any kind of formula you can follow, you have to feel the magic in order for the spell to work." Faust stated with a smile. She idly remembered how Princess Majesty had taught her charms, not to mention how to feel her magic without the use of her horn. Back when it was broken she'd barely been able to use magic, but thanks to that she'd at least managed a few low level levitation spells.

"That's impossible!" Twilight all but shouted at Faust and the significantly older mare brought a hoof over her face and groaned lightly. "How can a spell function properly if you have no formula! All spells have a formula to allow them to function properly, without a proper formula to follow the spell will overload!" The lavender mare shouted at Faust who rolled her eyes and turned to give the unicorn a pointed look.

"Yeah, if you're just pumping enough raw magical power to overload it, you will." Faust agreed wholeheartedly and saw a deep scowl cross the lavender mare's face.

"Then why haven't you told me what to do!? I get that I need to cast the spell, but you haven't set any perimeters for the spell, you haven't explained how it's supposed to form or how I know it's worked, all you've done is told me to cast the spell and 'Feel' the magic. But as I've told you before, that makes no sense!" Twilight growled with air-quotes, Faust shaking her head and looking away even as she brought out more and more books and cast the flame-repellent charm on them.

"Ugh,getting rid of The Smooze wasn't this difficult." Faust muttered to herself before looking back at Twilight with a stern frown. "Look Twilight, Charms are not like other magics. In order to cast a charm you must not only perform the magic but also change it based on your target. If it's a wall the charm must be sturdy, if it's fragile, you have to be gentle, and so on and so on, etc etc. As such you cannot plan the spell in advance because every charm has to be different in order to work," the off-white mare explained while pulling yet another book down and placing the flame repellent charm on it.

"But. But. But." Twilight repeated with wide eyes while staring at Faust strangely. Said off-white mare turned to see the lavender unicorn staring at her with a look of confusion she couldn't really describe. Putting the next book away Faust trotted over to the lavender mare and poked her in the head.

"Uh, are you alright?" She questioned and Twilight rapidly shook her head and got into the older mare's face.

"WHAT DO YOU MEAN YOU CANT PLAN CHARMS IN ADVANCE?" The lavender unicorn demanded loudly, Faust bringing her hooves to her ears and falling back onto her plot. Rubbing her ears for a few moments the off-white alicorn in disguise then shook her head and cleaned her ears with the edge of her hooves.

"Whoa, now that was a good one, not quite as good as the charm Luna uses to use the "Royal Canterlot Voice" but still impressive." Faust noted with a slight smile, only for Twilight to get in her face again, now nose to nose with the significantly older mare.

"How in Celestia's name is it impossible to plan a charm in advance!" the little lavender unicorn demanded with a ferocity that greatly surprised the off-white mare. "Sure, I know of more than a few spells that take time to cast, or ones that are extremely difficult, but I've never had to do more than study them!" The purple unicorn continued with a ferocity belied by her typically gentle and bookish nature. "How can you expect me to believe that charms can't be planned out?" the little pony demanded of the off-white mare angrily. Faust rolled her eyes and pushed her back with a hoof.

"With that attitude you'll never master Charms. You need to pay attention, forget what you know about magic, and listen to me for once," Faust stated simply and brought yet another book over, only for Twilight to snap a hoof down and pin it to the table with a growl. "Or you can act like a spoiled child who isn't getting her way," Faust grumbled with a shake of her head while Twilight suddenly snorted and glared at the older mare.

"Stop that! I need you to actually try to teach me what I have to do to get this right!" Twilight ordered and a stern look crossed Faust's face.

"Look, I've been trying to teach you, the problem is that you refuse to learn what I have to teach!" Faust told the younger mare, poking her in the chest in an attempt to get her point across.

"But you aren't making any sense!" Twilight repeated for what Faust honestly felt like the hundredth time by this point. She knew that was just a gross exaggeration, but at this point she really didn't care.

"How in the world did you teach this pony Celestia? She's as stubborn as a mule!" Faust muttered under her breath, she then took a deep breath and exhaled, an old trick she had learned from Heart-Throb when it came to dealing with stubborn situations, or ponies. "Alright Twilight, clearly I can't just tell you what to do," Faust began before giving her a look, "even though I was telling you exactly what to do..." She muttered grumpily and then took another deep breath and exhaled, she had a feeling that she was going to be using that method to relax for the majority of this "Lesson".

"So I'll just have to be a little less than orthodox with this lesson." Faust finally finished before grinning at Twilight.

"Why do I get the feeling I really don't like that look?" The lavender mare questioned warily and Faust snickered to herself before causing the books around them to suddenly rise up and lift them. "What in Equestria are you doing?!" Twilight demanded as she was picked up by an unnaturally large book that seemed to pop out of nowhere.

"Teaching you." Faust replied with a smile and Twilight shot the older mare a look.

"And how does floating into my ceiling- Wait, how have we not hit the ceiling yet?" Twilight questioned. Faust rolled her eyes.

"Because we haven't." Faust noted playfully and the lavender unicorn shot her an annoyed glare.

"I know that, but why haven't we hit the roof? My ceiling isn't half this high up!" Twilight exclaimed and the off-white mare brought a hoof to her head and groaned.

"I told you I'm going to be unorthodox with my teaching from now on..." Faust replied and Twilight gave the older mare a flat look.

"You mean there was a point when your teaching was actually orthodox?" Twilight snarked in response and the red maned mare frowned deeply.

"I'll have you know that my teaching method is perfectly normal, you are just being really difficult." Faust stated with a snort and Twilight growled.

"Me difficult?!" The little lavender unicorn demanded and pointed a hoof at the off-white mare. "You're the mare who won't explain what you want me to do!" She shouted and Faust groaned in her throat and brought a hoof to her head. She was starting to wonder just why Twilight was having such a difficult time with Charms, her special talent was with magic for ponies sake!

"Twilight listen and listen well, not everything has to have an definite answer, not everything is able to be controlled in this world. There are just some things that you need to let go of if you really want to understand anything at all." Faust stated sagely and yet Twilight frowned deeply and gave the older mare a look.

"That's not true, Pegasi control the weather, Earth-Ponies control plants and the seasons, The Princesses control The Sun and Moon, and Unicorns control Magic." The little lavender mare stated resolutely with a simple nod of her head as if that was that and Faust brought a hoof to her face.

"Oh Pony Feathers," the off-white mare murmured under her breath. Twilight gave her a stern look for her language. "This is going to take longer than I thought," Faust muttered quietly and then looked up and smirked as they came to a sudden stop, Twilight yelping as she was thrown up only to land in a sprawled out position back on top of the large book.

"What just happened?" Twilight questioned and then looked up, her jaw dropping as they appeared to have somehow traveled into the depths of Space. "H-h-how are we breathing?" the lavender unicorn demanded. Faust raised a brow for a moment before smirking.

"That's easy. We're currently in a Perception Charm, not actually in space." Faust replied honestly. Twilight slowly looked over the side of her enormous book before glancing back at the older mare.

"S-so this is all just an illusion?" She questioned softly, the off-white mare brought a hoof to her face and let a groan slip passed her lips.

"No," Faust stated and then took a deep breath before giving Twilight an even look. "A Perception Charm is an advanced magical spell that literally creates a world within the mind of the Target. The world you are in is just as real as it appears, to you at least, but to any pony not within the charm you would just be behaving strangely. A basic illusion is very similar, but without any of the added physical sensations." Faust explained and then watched Twilight shakily rise back to her hooves and look down warily.

"Wait... if that's the case then why haven't I died of asphyxiation?" Twilight questioned and Faust shot her a look as if to ask her if she was being serious. "What? I'm in a charm specifically designed to make be believe I'm here right?" The little lavender unicorn questioned and Faust slowly nodded her head. "Then how am I breathing?" Twilight questioned pointedly. Faust shot her a flat look.

"I made it to create a world similar to space but with limitations, thus you are still able to breathe because I wanted you to be able to breathe. It wouldn't be much of a lesson if you died within the first couple of minutes of speaking to me you know." Faust explained to the lavender unicorn. Twilight raised a brow and glanced over the side of the book again.

"Uhh... so if I fell off of this book?" She questioned and Faust frowned in thought.

"You know I've never actually tested something like that without a Perception Filter before, I can only imagine that one of two things would happen. The resulting shock of hitting the ground would snap you out of the charm, or it would cause your brain to put the fall on "Loop" indefinitely in your mind and you wouldn't even feel the ground when you finally hit it." Faust admitted and then grinned. "Want to test it?" She asked the lavender mare excitedly, only for Twilight to quickly shake her head with her left eye twitching madly.

"Spoil sport." Faust muttered with a pout and then smirked as, to Twilight's eyes, a second version of her seemed to step out of her side. Twilight gaped in shock as the second one sat down next to her. The other Faust had no wings and was for the most part a normal unicorn, though strangely she wasn't as tall and slender as her original self, and had a short and messy mane and tail, her left hoof was covered in bandages, a green ribbon was tied into a bow at the base of her tail, and her horn was broken with only a few pointy splinters left of it.

"Well you can't exactly blame her, testing out a theory that could potentially leave her falling into an abyss forever doesn't exactly sound like too much fun if you ask me," the Unicorn stated. The original Faust nodded her head in agreement.

"Too true Faust two, what do you think three?" Faust questioned with a grin and a third Faust walked out of her other side, Twilight's eyes bolted open as this one was far different than the last. This one could only be a true alicorn, her coat was somehow a polished and pristine true white, her eyes sparkled and shined with wisdom, a heavenly light seemed to shine behind and bathe her in a gentle glow, she even wore Regalia, which included a laurel crown, torq, wing-guards with a few gilded feathers, four hoof-shoes, and a fur lined cloak of dark purple satin.

"Personally, I think you're scaring the poor dear," the alicorn replied with a slim smile on her face. Faust one and Faust two both looked to her afterwards. Twilight looked at the alicorn Faust with barely restrained awe, whether the reason from the off-white mare's "imagination" or the fact she had made a "fake" alicorn version of herself, Faust wasn't really certain. Technically that wasn't a fake either, it was just her old princess garb from her hundred year stint.

"How are you doing this?!" Twilight asked as she looked from one Faust to the next and all three giggled.

"It's part of the Perception Charm. It causes your perception of reality to be altered, though it's not quite like Discord as it isn't a literal change. Rather, all of this is an alteration of what you see, hear, feel, taste, and smell into what I desire them to be. Thus this Charm actually alters whatever your senses should be into whatever is within the world the charm creates. A secondary charm, known as a Perception Filter, can also be added into this for an even greater immersion," the original Faust started to explain with a grin on her face.

"The 'Filter' removes any inconsistencies with the reality that the charm has created for you. For instance if you were to approach a wall and walk into it, unless there was a wall in the charm's world you wouldn't even feel it. Another way to add immersion is a basic "Time Charm" which can be used to speed up or slow down your perception of the passage of time, thus making a relatively short hall seem longer by slowing time or shorter by speeding it up," Unicorn Faust continued explaining while idly looking at her bandaged hoof.

"So it's just a really advanced illusion?" Twilight asked the older mare flatly. The unicorn Faust twitched for a moment and narrowed her eyes.

"Not exactly, it's extremely similar, yes, but Illusions have to be maintained by the caster, Charms are 'placed' and stay so long as they aren't released. This is why they are typically used as Enchantments," the unicorn replied. She then moved some of her bandages to take a peek under and visibly grimaced.

"Oh, I forgot I used to have such a bad case of Thrush," she noted under her breath and her counterparts winced as they remembered that as well. Alicorn Faust was the first to recover, clearing her throat and schooling her features into a calm and serene visage that seemed oddly similar to the one Celestia had mastered.

"In short, My Little Pony, even though you see, hear, and can actually feel and smell us, we're not really here, the charms we cast are simply making you react as though we were actually here." Princess Faust explained, although Twilight inwardly thought that "Queen" seemed somehow more appropriate for the royal looking mare. 'Okay, does she kind of have some kind of God-Complex or something? Although I will admit that that alicorn is extremely well crafted,' Twilight admitted to herself as there was a literal glow about the clearly royal alicorn mare who lay before her, even if she wasn't real.

Daring Do had finished looking through the maps in the library, well, she had honestly only looked through a scant few of them. The sheer number of maps would be staggering if she tried to read them all, and instead had settled on a map which would lead to the ancient city of the Hippocampi and a map leading to "Dream Castle" an ancient place where pony society had begun. Daring, with her destination set, had then wandered through the tower in search of the exit, but had quickly realized that that was going to be very difficult.

"Why did it have to be a magic tower?" Daring questioned with a frown as she continued to wander through the tower's halls. The main problem was that Dream Castle was somewhere in the lower levels of the tower, or buried beneath it. None of the legends clearly stated which though. Discovering the existence of Dream Castle, in all the myths and legends within the tower's books, had been a stroke of sheer luck. It was highly unlikely any pony had been within the ancient castle in quite some time given it's rather obscure location.

"I mean really, who builds a massive tower over an ancient castle?" Daring had to question with a shake of her head. She could understand building a castle over top a tower, making it a part of the castle, but she had never heard of ponies actually building a tower on top of a castle. Rolling her eyes and blowing into her bangs, the explorer smiled to herself as she continued down into the tower. All and all, she was more happy to be looking through the real world than she was about finding the castle.

She didn't mind being from a story, she thought that was actually kind of cool as she was essentially immortal so long as ponies remembered her, and she did like the idea of exploring a new world she was unfamiliar with. A quick look through a few history books had confirmed her suspicion that several events in her world had never occurred in this one. That meant that although she could find several similarities, the two worlds were distinct and different in their own ways. She was really quite eager to get to explore those differences.

"It's a brand new world and I wanna see it all!" The Khaki coated mare declared with a grin as she continued to trot through the tower. She honestly didn't care if she found Dream Castle or the exit first, either way she found something new and exciting. Daring had learned that she wasn't happy unless she was out exploring and discovering new things, or raiding ancient tombs for treasure. She already knew that Dream Castle would have no treasure of any worth to her, not that she could take it with her anyways. After all, she wasn't exactly 'real'.

"It's better than wandering around aimlessly at least," Daring noted with a frown. She continued down the halls of the tower, idly noted that they had been shifting and changing as she went. She realized this when she'd passed a mark she'd left three times in the past hour alone. So she was either being moved around the tower at random, or she was hopelessly lost, either one. Regardless of whether or not she was trotting in circles, Daring approached a staircase that led down into the tower and grinned.

"Finally!" She declared and reared back on her hind legs with a grin. "Maybe now I can finally find something interesting!" The khaki mare exclaimed and galloped to then made her way down the stairs. The khaki mare soon came out into a cider cellar, she felt a moment of annoyance before she brought a hoof to her face. "Really... I mean who needs this much cider anyways?" The khaki mare all but demanded then sighed and trotted through the room to look for an exit. Yet she found none, which included the door she had originally trotted through.

"Oh you have gotta be bucking kidding me!" The khaki mare exclaimed. She glared heatedly at the wall where the doorway had originally been. Her eye twitched before she bit back a scream and took a deep breath to calm herself down. She hated it when ancient places pulled that kind of stuff. "What is it with me and crazy ancient places with doors that randomly vanish?" Daring growled out in question. She didn't wait for or expect an answer and turned away from the door-less wall instead. As she trotted by she noticed that one Cider Keg looked different than the others and rubbed her chin with a hoof.

"I wonder," she murmured quietly and approached the keg. She bit into the spout on the keg and turned it, a grin lit up her face as she heard a quiet click. Daring chuckled in her throat and pulled the keg-face open and backed up to see a hidden staircase behind it. "Okay, hidden door behind a cider keg, I'll admit it, that's a new one." Daring noted to herself. Then made her way down the staircase with a smirk, though wondered what Celestia and Luna were doing.

"Probably got lost in this crazy place looking for The Golden Door." Daring reasoned to herself. It was a fair assessment considering she'd gotten lost as well. Of course she meant no offense to the two princesses, but she had been treasure hunting and tomb raiding since she was practically a filly. Err, actually, she wasn't sure when she first started to explore tombs and ruins. She assumed it was a part of being a character out of a story book that she wasn't sure when she started. It was most likely that her full back-story just hadn't been fully explored, so her "Past" didn't really exist.

"Meh, eventually some pony will write me one." Daring decided with a shrug of her shoulders. She then came out of the staircase into a room with a suit of iron and brass armor. As soon as she caught sight of the armor her eyes widened and she rushed to the helmet. "Whoa! I've never seen armor made like this before!" she gushed while noticing the comb on the top of the helmet had no plume. Instead it merely had a brass base for holding a plume. "Huh... I guess the mane of the pony wearing it is supposed to come out of the top." She mused while brushing away the chains holding the helmet and pulling it free of it's stand.

"Definitely not from Graze or Roam, although it does resemble their style, it also doesn't look like a Griffon design," Daring noted to herself. She then glanced at the rest of the armor then returned her attention to the helm in her hooves. "Iron and Brass, I think Ram's use those metals in most of their armor, so maybe they made it. It would also explain the design since they took inspiration from ancient Graze and Roam," Daring considered quietly. She idly continued to glance over the strange helm and noted a few small spikes leading to the long blade shaped false-horn on it's head.

"It's clearly a combat helm, but designed for a Pegasus to wear and appear like an Alicorn," Daring mumbled under her breath. She then clicked her tongue and turned it to face her. "Okay, so it's designed to look like an Alicorn so it clearly belonged to a person of authority. Its designed to protect almost the entire body, and has a number of blades built into it, so it's clearly meant for actual combat rather than being ceremonial," The Khaki colored mare noted. She then flipped the helmet in her hooves to look inside of it, silently searching for a mark to tell her who made it.

"Huh... I think this is a royal emblem," She mumbled quietly when she spotted a seal that resembled a Sun encircled by a crescent moon. "Given the shape and their cutie-marks, I'd say it's probably from Luna and Celestia's reign... so, Guard Armor?" Daring considered and silently her head. She felt that was the most likely situation given what she had looked over thus far. "And given it's appearance is like that of an Alicorn. I'd say it belonged to the Guard Captain of whatever era it's from." The khaki colored mare guessed with a nod of her head. She then put the helmet down and looked around the room for a moment longer.

"Hmm, but why is a suit of armor in a place like this?" She wondered to herself as she trotted around the room. As she did, a pair of draconic red eyes opened within the shadows of the now freed helm. The watched Daring silently as she trotted around. The helm's eyes narrowed for only a moment before they suddenly closed. A low rumbling chuckle echoed within it's depths as she turned away from it and approached a cracked wall. The mare didn't notice the sound, instead she found a large crevice in the wall and grinned. Beyond the crack was what could only be an ancient tunnel.

"Ha, there's no way the tower can control that." She stated with a grin and stood on her hind-legs. She then slowly slipped into the crevice and made her way down into it. As she left behind the helmet came to life once more, a mass of flames rising out of the empty comb-base. The flames flared dangerously as the helmet tried to move the rest of it's body. Unfortunately the chains and seals held strong against his will and kept them trapped. The helmet let out a strangled roar of frustration for a moment before it used it's flames and pushed itself closer to the rest of it's body.

Unfortunately it shot over it and rammed into a wall before falling down with a clatter. Clearly, this would be far harder than it had originally anticipated.

Faust found that with Twilight properly distracted, she could much more easily complete the task of enchanting the books in her library. All and all Faust had used roughly a dozen different charms on the little mare, all of which she had weaved together into a fictional world. Within that fictional world were three separate versions of herself who would take the time to teach Twilight about Charms, or at least show her the basics. She hoped that after she learned the basics, that the little lavender unicorn would be able to figure the rest out on her own. Actually, that probably wasn't very likely.

"The major difference between Charms, Wards, and Enchantments when compared to the other schools of magic is simple," the off-white alicorn mare began to say. A clearly amused smile played at her lips as she rested in the main room of the library. "They are the only kind of magic that can have multiple spells interwoven together for greater effect, as well as the only school of magic where there is no strict formula for the spells." The in-disguise alicorn noted with a nod of her head. She then glanced to a nearby clock and sighed. It had been about an hour and she had yet to see hide nor tail of any pony.

It was with a bit of luck that no pony had come by, Twilight was within a Perception Filter herself, so no pony but she could see or hear her. But if she tried to explain just where Twilight was, it would likely lead to a great many questions that the off-white mare really didn't want to get into. Charm-Casters were, in this day and age unfortunately, exceedingly rare in Equestria. While a charm-caster of her skill, well, she was actually the only one. Then again, she was also Ten-Thousand years old and had been learning and mastering charms for quite some time now.

"Although it'd be nice to have some pony else to compare notes with," Faust noted as she picked up a book and looked at it. "I've already read it," she grumbled and then looked around the library a frown across her face. "You know, it really bites to have read every book ever written," She grumbled under her breath with a sigh. She then stopped for a moment and tapped her chin with a thoughtful expression. "I wonder if they have any of those "Cinema" things playing in town?" She idly questioned, more than a little interested in the new form of entertainment.

Sadly it seemed that the universe had other plans for her, as a pony approached the library. She had a bag slung over one shoulder and hummed to herself before knocking on the door. The knock of course drew Faust's attention, but the mare desperately hoped that... the knock returned and Faust sighed. "Yeah yeah, I'm coming," Faust grumbled irritably. She sighed while she got up to her hooves and stretched out for a moment. Properly limber, the off-white mare trotted to the door and opened it, only to blink when she saw a cyan rainbow maned pegasus.

"Wha... who the hay are you?" The pegasus questioned with a tilt of her head. She had a saddle bag slung over her shoulder with a Wonderbolt Trainee outfit partly visible. Faust stared at her for a very long while, the resemblance to her old friend Firefly was rather, uncanny, to say the very least. And not just the slight physical resemblance, Firefly's mane had always been far more unruly, it was her mannerisms and body language that resembled firefly as well. "Uh, hello, any pony home?" the cyan mare questioned as she waved a hoof in front of her face. Faust blinked then took a step back, a frown on her face as she watched the other mare.

"I'm Faust." The off-white mare finally replied. The cyan pegasus merely hummed and looked her over for a moment.

"Yeah," she muttered and zipped forward to pull one of Faust's wings open. "Huh, you've got a horn and wings, what's up with you? Are you a Horned Pegasus or something?" the cyan mare questioned of the off-white mare. Faust stared at the sporty pegasus for a moment. She really had to wonder if she was always so, direct with every pony she met.

"Sort of, I'm actually a Winged Unicorn." Faust replied. The Cyan Mare hummed lightly and flew around the off-white mare for a moment before she stopped in front of her once more.

"Really?" The cyan mare questioned while moving close to her. Faust silently nodded her head, though wondered why she was so close. Rainbow Dash sighed at the news and shook her head sadly. "Man, that's really too bad, I mean it must be such a drag to have such nice wings and not be able to really use 'em." The cyan mare noted aloud. Faust had to bite back an angry insult, she tried to remind herself that she was in disguise and not to blow her cover. Honestly though, that was a lot harder than it sounded.

"Anyways, judging by your mane, I take it that you're Rainbow Dash, Element of Loyalty, Weather Captain of Ponyville, Wonderbolt Trainee, and winner of the most recent Best Young Fliers competition." Faust mused aloud. She then brought a hoof to her face when she realized that, yet again, she'd said way too much about the mare she'd only just met. Strangely Rainbow didn't seem the least bit unnerved by her knowledge, instead she smirked with pride.

"Ha! Yeah that's me alright, nice to know that my awesomeness is so recognizable." The cyan mare boasted with a smirk. Faust merely rolled her eyes in response. Somehow she felt she should be less surprised that the mare was a little full of herself. In all honesty, Firefly hadn't been much better back in the day.

"Yeah, totally," The off-white mare replied. She then turned back into the library and trotted over to the Library's desk, while Rainbow followed behind her. "So what did you need?" Faust questioned of the cyan mare and Rainbow glanced around with a frown.

"Uh yeah, is Twilight around? I kind of had a question for her," The speedster replied nervously. Faust shook her head with a smile when she saw this. She also remembered that Twilight was more than a little indisposed at the moment. She quickly thought up an explanation for Twilight's absence, and decided another half-truth would most likely be for the best at this point. Besides, hopefully if any pony else asked her the same explanation would work.

"No, she's studying a new brand of magic. I'm looking after the library until she finishes." The off-white alicorn in disguise replied. At the same time that she idly brought a book over and laid it down at her side. Rainbow grimaced at the bad news and rubbed the back of her mane. She then took another glance around the library nervously, before she sat down in front of Faust.

"Umm, well then do you know when she'll get back?" the cyan mare questioned worriedly. Faust hummed in her throat for a moment as she tapped her chin with a hoof, then smirked at the tom-coltish mare.

"Given how long it's taken thus far. Not to mention how thick she is with Charms, I'd say she'll be studying for quite a while longer," Faust replied. She then watched as Rainbow continued to look around nervously. Clearly the rainbow mare was looking for something, and it wasn't too hard to figure out what it likely was.

"Uh okay, so, umm..." Rainbow started to say. She beat around the bush and fidgeted nervously in front of the off-white mare. Faust idly wondered if Rainbow was only this nervous because she wasn't used to ponies knowing that she liked to read Daring Do. Or if it was because she wasn't used to new ponies finding out like this. Either way, Faust felt that the poor Pegasus had suffered more than enough and raised a book up with her magic.

"I'm going to take a wild guess here and say you had this reserved," the off-white alicorn in disguise noted with a smile as she held up the newest Daring Do book with her magic that had a sticky note with Rainbow's name on top of it's cover. The cyan mare blushed upon seeing the book, but quickly grabbed it with her forelimbs and held it close to her chest.

"Oh uh, heh heh, yeah." Rainbow admitted sheepishly. Faust silently rolled her eyes and leaned forward with a smirk.

"So anyways, you're a WonderBolt Trainee right?" The off-white mare questioned. Rainbow Dash grinned quite proudly and nodded her head.

"Yep, but I'm totally going to be a full fledged WonderBolt before you know it," the cyan mare declared with a raised hoof. Faust mentally rolled her eyes. As much as she wanted the cyan mare to attain her dream of being a WonderBolt some day, she thought that maybe her ego could do with being taken down a few pegs. That thought caused a thought to shoot through Faust's mind and a grin suddenly split her face as she looked to the mare.

"So I suppose you know all kinds of great tricks then." Faust questioned with a barely suppressed grin. At the off-white mare's question, Rainbow Dash nodded her head proudly.

"Of course!" the cyan mare replied with a wave of her hoof and mentally took stock of the moves she knew. "I have my signature move The Sonic Rainboom, then there's The Buccaneer Blaze, the-" Rainbow started to list off only for Faust to quickly interrupt her. Not that she wasn't interested in the many moves Dash knew, but she wanted to see if a certain old move was still as difficult as she remembered.

"But have you ever done a Double Inside-out Loop?" Faust questioned in a mock innocent tone. Rainbow blinked for a moment at her question, then looked at her with a confused stare.

"A what?" The cyan speedster questioned while scratching at her head and Faust smirked.

"A Double Inside-out Loop. You do a slow aileron roll then two loops." the off-white alicorn in disguise started to explain. She then watched Rainbow roll her eyes before she added. "While your body is tucked inside of the loops" Faust finished and watched as the cyan speedster's interest was clearly piqued. She watched the pegasus hum and rub her chin thoughtfully. A frown of concentration crossed her features before she sat down and considered the trick.

"Eh, a spin and a few loops doesn't seem like much," Rainbow finally decided with a wave of her hoof. Faust's eyes narrowed dangerously at the rainbow mare's dismissive tone. As much as the mare reminded her of Firefly, that attitude needed a severe adjustment in her opinion. Firefly was a bit brash and blunt, but this mare had her beat when it came to that cocky arrogant attitude of hers.

"So basically you can't do it," Faust stated with a flat look. The rainbow pegasus' eyes narrowed and she jumped up into the off-white mare's face.

"No! I could do it in my sleep!" Rainbow stated with her wings flared outward. The off-white mare idly pushed her back with a smirk across her lips.

"Prove it." she challenged. Rainbow Dash growled and poked her in the chest with a hoof.

"Why should I?" she demanded of the off-white mare. Which only caused Faust's smirk to grow wider.

"Because if you don't, I'll call you a chicken." The off-white mare replied honestly and Rainbow snorted.

"Oh yeah! Well then I'll show you!" the cyan-mare growled out, and shot off out of the library. Faust quietly following after her, with an amused grin stretched across her face. Although the Double Inside-Out Loop sounded simple in theory, Faust knew from personal experience that the trick was far more difficult to pull off than some of Rainbow's other moves. Why? Because the only way to successfully manage it, not to mention the reason why Firefly had had so much trouble with it, was actually because you had to slow down...

In ages past, in the time before Equestria, during the reign of Princess Faust, there was a Unicorn of dark and terrible power. At the height of his power, he was able to resurrect the dead as his slaves, he was able to conjure the most malevolent of curses, and devour the souls of his victims. His name was Mortis The Black, and he was perhaps the single most evil being to ever trot upon the world, for it was he who had ultimately created The Necronomicon, a book which held dark evils far greater than even he could ever imagined.

He was a Necromancer, a term that was now mere myth as no pony was willing to tread the black magic needed to study such arts. Mortis however, was a master of death, he knew how to cheat it, he knew how to stop it, he knew how to change it, he knew how to incite it. And yet in the end, he had been taken into the hands of death, dragged unwillingly into the very depths that he had delivered so many others to himself. But alas, for it was only by truly understanding death, by knowing it, and ultimately by allowing it to take him, that he was also able to surpass it.

For Mortis The Black, did not truly die that day so very long ago.

However, he was not alive either. Mortis ascended his physical and magical limitations and became an Alicorn. He became a creature of true deathlessness, neither living nor dead, free of sickness, free of age, free of the worries of the living. But he had to pay a price for his knowledge of Death, even the powers that made him Deathless were not so cruel as to actually reward him for the atrocities he had committed. No, and his punishment befitted his crimes, for although he was no longer stalked by death, or chased by time, his body was not so lucky...

For a short time he was fine, mere months really. He had power, he was without death, and without equal in terms of magic with only Princess Faust able to stand against him. But he had been a very arrogant Pony, often believing that he would win a fight if forced to challenge her. It was only when he was content with his life, was he forced to endure his personal curse. His body rotted, his efforts to stop it were in vain, and he was forced to know that he would never be accepted by any pony, for he was truly an Alicorn, and every Alicorn had their station, every Alicorn had a power they commanded.

Faust was the Alicorn of Creativity and Invention, Imagination was her playground, and she could even incite creativity into ponies, and not even meant to do so.

But Mortis, he was a sorry creature, for he was the Alicorn of Death and decay, rot was all he could incite in ponies, he could not bring any glory or greatness, only end it.

Mortis The Black tried desperately to stop the decay of his own body, but by the end of Faust's reign he was naught but a skeleton with rotten black feathered wings. Mortis wandered aimlessly afterwards, not alive, but not truly dead either. A sad and pitiful excuse for a creature that would know neither peace nor joy ever again. It was a lonely, horrible excuse for an existence for any creature. And yet in time, Mortis grew complacent to his torment, and eventually learned not to care that he was a creature of rot and decay.

He did change his name though, from Mortis, to simply Mort. Mort, The Grim Galloper, The Pale Pony, and many other such names, he had been called all of them, and many names he would much rather forget. But for the moment, he was simply Mort. And he was very disturbed. He stood on a desolate mountaintop, his long black cloak wafting in the breeze, his pearly white scythe shaped horn glowing an ominous obsidian black. The Pale Pony looked on, twin plumes of sickly green glowing within the depths of his hood.

He stood alone on the mountainside, more than aware that something was wrong, a dark cloud hung in the distance, and began to spread. "SOMETHING... IS NOT RIGHT." He whispered quietly, his mind telling him that in the distance was The Grand Archives, Faust's Tower, her home and once the single greatest seat of power in all the world. "I SHOULD SEEK OUT CELESTIA OR LUNA, THEY KNOW FAUST BEST." The ancient alicorn of death whispered before a memory prickled at his mind and wrenched a bout of guilt from his soul.

Celestia... he knew her quite well, they were not friends by any means. She hated him, she hated what he stood for, and she hated what he had been in his early life. A Powerful Necromancer with no qualms about torturing the living merely for a sick little game he no longer understood himself. He understood her anger, he agreed with it, but seven hundred years ago, he had still done something to Celestia that he now regretted.

Celestia had been lonely without Luna, the two were Alicorns of Balance, and so one without the other would clearly feel no small amount of distress. And much as Faust had mastered her Creativity and Imagination, and Mortis had mastered Death, Celestia and Luna had mastered Balance and Harmony. It was because of this that they were able to move the sun and moon, Discord had knocked the celestial objects out of orbit, causing them to spin randomly, until Luna and Celestia had taken charge of them after defeating the mad Draconequus.

It was for that reason that Celestia was lonely, and why she was unable to fight alone, it was only when together were the sisters of any real threat to creatures of power. Queen Chrysalis hadn't known this, she had merely been lucky that Luna wasn't with Celestia when she'd attacked. Regardless, seven hundred years ago she had come to him and asked him to save and even extend the life of a dying pony. He had still been a bitter lonely stallion at the time, and had only done so at the price that she could never be a part of that ponies life.

It was only a century or two later that he had discovered the truth of who that pony had been, and that knowledge had tormented him ever since.

"NO... I'VE CAUSED HER ENOUGH PAIN..." Mort decided before looking into the distance and considered his options. "CADENCE..." He whispered with a nod of his head. Cadence was once a Pegasus who had mastered love, and as of yet the only pony who had not once been a unicorn among the alicorn's ranks. She was Alicorn of Love and Live, his polar opposite, just as Luna had Celestia, now he had Cadence to balance his powers of death. Eventually he was certain another Alicorn would come to balance Faust, though it was hopefully not soon coming.

"SHE SHOULD BE ABLE TO HELP, IF NOTHING ELSE PERHAPS I CAN CONVINCE HER TO TAKE ME TO DISCORD, THIS WREAKS OF HIS HANDIWORK." The ancient pony of death noted to himself and turned on his hoof and vanished into a swirl of black magic...

TBC...

Author's Note

Hello! Not much to say this time around, Twilight being so bad at Charms is because she doesn't seem all that creative, she has only mastered pre-made spells before and Charms take a certain amount of creativity to use effectively. It's also another difference / similarity between her and Faust, Faust is great at Charms, but lousy at most of the other spells which Twilight is able to cast easily. Essentially they are both brilliant magicians, however their fields of magical expertise are polar opposites in nature, Twilight's is neat and orderly while Faust's is chaotic and spontaneous.

Mortis The Black / Mort is in fact my own version of the typical "Death Pony" in Pony Fan-Fiction. I like the idea of Mort, but given how Twilight, and even Cadence, basically "ascended" making it possible for others I figured Mort would have to have a similar story, and since I had The Necronomicon in here and a pony has to "Master" something to ascend, namely their Special Talent, so I felt that a Necromancer who mastered death and made that book made the most sense.

The Vacation: Day 3 Part 3

The Vacation Day 3:

Training...

On most days Canterlot castle was nigh impossible to breach. It had a massive wall surrounding it. Its built into the side of a mountain. It had dozens of guards stationed throughout every crack and crevice. They have sensor spells used to detect any kind of teleportation magic in an instant. And unlike before the royal wedding of Cadence and Shining Armor, they now knew to look for Changeling spies. Typically, unless a pony was very very stupid, they would never even get close to the castle.

Then again most ponies, aren't Mort.

Said Pale Pony of Death arrived inside of Canterlot Castle in a flash of black feathers. The feathers were his own, from his own rotting wings which never seemed to completely decay. He had studied that decidedly odd phenomena for some time now. He had all but decided that because they were only gained upon becoming an Alicorn, they were not subjected to the same rot the rest of him was. In any case, it meant that wherever he 'Winked', as the spell was originally called, he would leave a burst of feathers in his wake.

"HMMM, NOW WHY WOULD SHE BE IN CANTERLOT?" Mort questioned curiously. He of course expected no answer for his question. It was a simple question true, but even he thought it was pointless as he trotted through the castle. "THEY REALLY SHOULD PUT SOME IRON IN THE WALLS, THAT WAY THEY WOULDN'T HAVE TO WORRY ABOUT SOME PONY WINKING INTO THIS PLACE." Mort noted to himself in a bored drone. He was often bored, in fact he had found most things to be quite boring after the thousandth year of his immortal life.

Mort ignored those thoughts, he wandered through the halls of the palace and right up to a guard. The Grim Galloper had placed a "Perception Charm" upon himself in eons passed. The Charm was simple as it made most ponies ignore his appearance. They basically just saw some strange pale pony in a black cloak, then ignored him utterly when he left their presence. Some ponies even forget they ever saw him in the first place, which had turned out to be useful as he started to guide souls to their next life.

Oh, and for the occasional parties too, those were fun.

"PARDON ME SIR, BUT WOULD YOU HAPPEN TO KNOW THE LOCATION OF PRINCESS CADENCE?" Mort questioned of the guard politely.

"The throne room," the guard replied with a nudge in the needed direction.

"AH, THANK YOU KINDLY SIR," Mort stated with a bow before he trotted in the direction pointed out.

"What just happened?" The guard questioned when Mort walked off, having forgotten the entire encounter. The Guard shrugged his shoulders, schooled his features back into a stern frown and continued to guard his post.

Mort trotted to the doors to the throne room and looked them up and down. "A BIT ON THE WEAK SIDE, I'D WAGER THAT THESE DOORS WON'T BE HERE FOR MORE THAN ANOTHER HUNDRED YEARS." Mort mused aloud as he trotted straight through the doors. He silently entered into the throne room where Cadence rested upon the throne, idly she read a report incased in her magical aura. "AHH, SO WE FINALLY MEET, PRINCESS CADENCE." Mort's voice echoed and the mare almost jumped from her seat.

"Who's there?" the sufficiently spooked mare demanded. Mort silently trotted forward which immediately drew her eyes to the pale pony. There was a brief flash of confusion on her face as she stared at Mort. Like other ponies the perception filter briefly hid his true identity. However, alicorns had a certain kind of 'Sight' that made such charms useless. So when she saw who he was, her face twisted into an angry glare. "You." She all but growled at the pale pony, wings flared dangerously.

"HMM, AND TO WHAT DO I OWE ALL THIS... ANIMOSITY?" Mort questioned of the mare curiously. Cadence narrowed her eyes further on the pale pony. She silently brought her wings close to her sides and let out a snort.

"After what you did to Auntie Celestia, how can you even ask that?" Cadence snarled through clenched teeth. Mort twitched for just a moment, a pang of guilt stabbing at where his heart used to reside.

"AH... SO SHE TOLD YOU ABOUT THAT," Mort mumbled quietly. He knew he shouldn't be surprised, even though Celestia wasn't exactly open about such things. Cadence was an Alicorn of Love, if any pony could be spoken with about such things, it was her. "YOU KNOW, I DID SAY I WAS SORRY." Mort admitted while shuffling his hooves. Cadence merely snorted and crossed her forelimbs over her chest.

"That doesn't make it right." She stated resolutely. Mort silently nodded his head, well aware that he'd harmed Celestia far more than any 'villain' had ever managed to. Had he been a much younger alicorn, he would have found it entertaining. He knew that too, which is why he felt even more horrible.

"I-I KNOW THAT," Mort replied and continued to shuffle on his hooves. Cadence sighed, glared a Mort a moment longer before she exhaled a calming breath. She'd learned that trick long ago, she'd found it helped greatly with situations where she had to deal with thing's she'd rather not. Or when she was angry.

Many ponies assumed, incorrectly she might add, that because she was 'Alicorn of Love' she was incapable of hate. Actually, the opposite of love was not hate, but indifference, which meant not only could she hate a pony. When she did hate a pony, she hated them as much as she loved Shining Armor. Thus far, she only hated Queen Chrysalis more than she hated Mort. Mort wasn't too far behind Crysalis either, because the quickest way to earn her ire was to mess with her family...

"What do you want, Mort?" the crystal princess demanded sternly. The pale pony shifted nervously, he wasn't exactly feeling too great about himself right now. But he regained his composure quickly. He looked to Cadence and conjured a window of magic which showed Faust's tower in the distance.

"RECENTLY WHILE I WAS EXPLORING THE SOUTHERN WASTES I NOTICED SOMETHING OFF." Mort began while a dark cloud hovered over the tower in the window. "THE GRAND ARCHIVES, ALSO KNOWN AS FAUST'S TOWER HAS BEEN SATURATED IN DARK MAGIC." Mort explained and waved a wing. The window vanished while the Pale Pony looked to Cadence gravely. "I BELIEVE THAT SOMETHING HAS HAPPENED TO THE TOWER, AND IT REEKS OF DISCORD'S HANDIWORK." The grim galloper finished and Cadence frowned and rubbed her chin.

"You don't say," Cadence murmured quietly. "that's odd considering Auntie Clestia and Luna both vanished yesterday." The crystal princess noted aloud. Mort frowned deeply, rather would have if he still had lips.

"THEN I SUSPECT THAT DISCORD HAS BEEN QUITE THE BUSY DRACONEQUUS." Mort noted gravely. Cadence couldn't help but agree with the grim galloper on that. Much as she hated Mort, there had been quite a bit of chaos recently, which might as well have been Discord's calling card.

"Perhaps," Cadence murmured in agreement, then clicked her tongue. "but what is so special about this Tower?" The crystal princess questioned and Mort glanced to the ground.

"IT IS HOME TO FAUST, THE ALICORN OF CREATIVITY AND INVENTION. SHE IS THE OLDEST OF US ALL AND HAS BEEN RECORDING ALL THINGS SINCE LOCKING HERSELF AWAY NINE THOUSAND AND FIFTY TWO YEARS AGO. HER TOWER IS FILLED WITH THE KNOWLEDGE OF AGES. SHOULD ANY PONY HAVE ACCESS TO IT, THEY WOULD HAVE ACCESS TO BOTH LOST SPELLS AND FORGOTTEN KNOWLEDGE." Mort explained gravely. Cadence frowned however and looked at the pale pony with a frown.

"Then how has no pony ever heard of this place? Better yet, why hasn't Auntie Celestia ever told me about it?" Cadence questioned seriously. Mort chuckled slightly and shook his head in response.

"FAUST IS EXTREMELY PRIVATE, CELESTIA AND LUNA DON'T KNOW THE EXACT LOCATION OF THE TOWER. THEY HAD ALSO LIKELY FORGOTTEN THAT SHE WAS THE PONY WHO RAISED THEM." Mort replied. Cadence was silently for a moment as she digested what the pale pony told her.

"So... she's there mother, and they haven't visited her because they had no idea where she was?" Cadence questioned. Mort merely nodded his head in response and the princess leaned back with a hoof to her head. "Okay. I'll have to wait for the Canterlot analysts to confirm it was Discord's magic before I do anything else. But I suppose we should send The Elements of Harmony to The Tower." Cadence stated.

"THAT WOULD BE PRUDENT, ALTHOUGH..." Mort began and then shivered at a sudden thought. "MAYBE WE SHOULD KEEP TWILIGHT AWAY FROM THE TOWER." Mort mumbled nervously. Cadence shot him a confused stare and he sighed. "IT'S A PLACE WITH EVERY BOOK EVER WRITTEN." He stated and imagined Twilight's reaction to The Tower. Cadence did as well, both wincing as they imagined the squeal of utter joy she would emit, followed by bouncing around screaming yes over and over.

"Uh, unfortunately we kind of need Twilight since she's the element of magic." Cadence stated with a barely suppressed grin. Much as she loved her sister-in-law, she was well aware of just how she was around books.

"INDEED." Mort agreed with an inward smirk.

"So, what now?" Cadence questioned. Mort hummed for a moment and then tapped his hoof. A few seconds later a rat crawled out of his hood holding a deck of cards out to the mare.

"WANT TO PLAY A FEW ROUNDS OF POKER?" Mort questioned of the crystal princess. Cadence merely stared at the rat on Mort's head for a moment, then slowly nodded her head. She also made a note to ask why Mort had a pet rat of all things. She honestly expected him to have a Raven or Crow or something else related to Death, but a rat?

In all the years that Twilight Sparkle had learned under Princess Celestia, she had never experienced anything quite like this. She sat before three clones of Faust, each different than the last. A unicorn with a broken horn and a hoof infected with thrush. A Winged Unicorn who looked tired but overall normal. And finally, an alicorn who seemed almost too perfect to be real. She admitted inwardly that while this was an unusual instance, it wasn't the strangest thing that had ever happened to her.

Meeting a future version of herself, that was the strangest thing to ever happen to her.

"So what now?" Twilight questioned unsure of what was to come. The Unicorn version of Faust with the broken horn trotted forward and sat at her side.

"Simple," Unicorn Faust began with a smile. "each of us will teach you about the three fundamental rules of Charms." The off-white mare explained and Twilight glanced to the other two.

"Okay... so what are the rules?" Twilight questioned and Winged Unicorn Faust smirked.

"Flow, Focus, and Control." She stated with a nod. Twilight had to suppress a sudden urge to scream, the three rules didn't make any sense to her. Okay that was a gross overstatement on her part. She actually could understand focus and control, but what was flow supposed to be, and why didn't they mention how you actually cast the spells!

"First you will learn about flow, have fun." Alicorn Faust stated. A moment later the winged-unicorn and alicorn vanished into a shimmer of sparks, leaving Twilight with the unicorn.

"Alright then lets begin by having a change of scenery," unicorn Faust stated with a smile. She trotted forward for a moment and with a sudden shimmer the area around them changed. Where they had been in an endless void of space and stars, now they sat in a lush green field. Twilight glanced around the field for a moment, happy her hooves were on solid ground again, then looked to Faust with a frown.

"So what's this first lesson about?" Twilight questioned while the broken unicorn trotted around happily.

"Flow is the movement of magic, understanding and controlling that is what allows a charm to be cast." Faust explained academically. Twilight smiled slightly at the straight explanation, and hoped that this would be easier to understand than Faust's earlier attempts to teach her had been.

"Alright so what do I need to know first?" Twilight asked with a smile. Faust merely glanced at her for a moment before suddenly shaking her head.

"You can't just learn the flow of magic Twilight." She admonished with a frown. The off-white unicorn then turned and looked to an old castle in the distance. "You have to feel the magic flow through you to understand it. Once you feel it, then you can find it in any pony else." Faust explained with a nod. The off-white mare almost smirked when Twilight nearly screamed in frustration.

"Ugh! Are you just trying to confuse me?" Twilight demanded of the mare. Faust shrugged her shoulders and smiled at her pleasantly.

"No, but it is an amusing side effect." She replied honestly. Twilight let out a snort and let out a harrumph as she turned her head from the other mare.

"I'm sorry Miss Faust, but it will be impossible for me to learn anything if you can't take this seriously." Twilight stated with a resolute nod of her head. Faust released a sad sigh and turned around to face the little purple unicorn.

"You just don't get it..." She stated with a shake of her head. Twilight looked to her with confusion as the off-white mare trotted over and sat right in front of her. "Charms are not logical, they are not based around knowledge. They are unique because unlike other spells they are simple for those who are in touch with their imagination." Faust stated then smirked. "I bet that Rarity would probably get this by now and be half way to finishing these lessons." The off-white mare noted honestly. Twilight having to bite back a growl at the veiled insult.

"So what are you trying to say?" Twilight asked with a scowl. Faust hummed and then hopped up, the wind solidifying into a step which she stood on.

"I'm saying we're like two halves of the same coin, you're logic and reason while I'm creativity and imagination." Faust replied mysteriously. "I took the low road, while you took the high road, yet in the end we still somehow met up at the same point at the end." Faust continued to muse aloud a deeply thoughtful expression on her face.

"I fail to see what you're talking about." Twilight admitted.

"Of course you do, like I said, you lack a flare for creativity. You spend all your time studying what other ponies have written, the magics they created, meanwhile I go out and make new ways to do things." Faust explained with a sudden grin. "It's really kind of fascinating." The off-white mare admitted. The purple pony twitched slightly at Faust's accusation, however inwardly admitted she wasn't really the most creative of ponies. If charms really did require a flare for creativity then she also admitted Rarity would be the perfect pony to learn them, while she would be a difficult student at best.

"Alright I'm not creative, I get it, but then what do you plan to do about that?" Twilight questioned irritably. Faust smiled in response and hopped down from her step in the air and landed in front of the other mare.

"So you won't give up?" She questioned with a raised brow. Twilight nodded her head resolutely, a look of determination and fire in her eyes.

"I have to learn this. If I can't learn this then I can't honestly say that my special talent is magic, now can I?" Twilight replied. Faust nodded her head in agreement, and then hummed in thought.

"Alright, since you can't grasp the concept easily I suppose I'll have to lead you through this step by step." Faust decided as she tapped her chin. "So first, close your eyes, take a deep breath, and look for the magic within you like you would when casting a spell, but stop." Faust ordered. Twilight looked at her strangely for only a moment before doing as bade. She took a breath and exhaled, her eyes closed, and she sought to find the magical well within her. The moment she found it, she nearly drowned in it's sheer size. She tried to hold it back, to stop it from out right crushing her beneath it.

But that was the problem, if a normal pony had a 'well' within them, then she was certain that this was an ocean.

"F-Faust... it's t-too much..." Twilight noted as she held and Faust smiled.

"Don't hold it in Twilight." Faust stated. The little purple unicorn whimpered and began to shake, her magic was far more wild than she had ever imagined. She worried what the magic would do when released, last time she had been a filly and Celestia had had to fix the chaos her wild magic had wrought on Canterlot, there was no telling what it could do now!

"B-but there's so much!" She tried to say, yet Faust merely smiled.

"Listen to me Twilight, you're safe so long as you let it flow, you don't have to worry unless you try to hold it in. It builds pressure that will ultimately explode out. My little pony let it go..." Faust started and then grinned cheekily. "just let the magic flow." She whispered in song. Twilight bit back a groan while she continued to hold the magic in, her head hurt and it felt like something was about to give. "Just let it go, don't let the magic grow, just take a breath, and let the magic flow." Faust sang with a smile on her face.

"B-but what if I..." Twilight tried to say. But Faust placed a hoof into her mouth and smirked.

"Twilight please don't worry, it'll all be fine." Faust assured the younger mare comfortingly. "Just feel the flow inside, it'll always be your guide, so please let go, and let the magic flow..." The off-white mare pleaded in song, a slow tune echoing across the field.

"D-do you really have to sing?" Twilight questioned in a whisper.

"Yes." The off-white mare replied pleasantly and heard her groan.

"W-why?" Twilight questioned.

"I like to sing." Faust replied with a nod. Twilight grunted for a moment, sparks shooting off the end of her horn as she continued to hold her magic back. Faust couldn't help but smile as she did, and sat down at her side to help her. "I know that you are worried, and I know that you are scared, but listen to my voice and know that I will be here. I'll sit beside you as you learn this lesson, and teach you all I know, so please listen dear... and let the magic flow." Faust continued to whisper in song. Twilight took several deep breaths, she released some of the magic slowly but surely, afraid of what might happen if she allowed too much out at once.

"My little pony, my little pony, just let the magic flow..." Faust whispered to the purple unicorn soothingly. Twilight took one last breath and finally released the magic she'd been held in and allowed it to flow. And rather than be crushed as she expected, it moved through her in ways she'd never experienced before. Her eyes bolted open and she felt a sudden surge of magical energy at her side, she glanced there and saw only Faust.

"W-whats going on." Twilight questioned as she felt something move through her. "What was that?" She questioned nervously. Faust giggled at the mare's confusion for only a moment before she schooled her features and cleared her throat.

"What you are currently experiencing is literally the flow of magic. A pony has to open up to it to really understand charms but they have dulled themselves to this sensation due to the amount of magic at work around them. Magic can be felt in instances when a Pegasus controls the weather or flies, when an earth pony works with plants, or when another unicorn casts a spell, as well as other minor instances. If the sensations weren't dulled, most unicorns would be overwhelmed the second they walked outside." Faust explained academically while Twilight became utterly fascinated by waving her hoof around to make a batch of sparks float around.

"What about these little sparks I see everywhere?" The little lavender unicorn questioned curiously. Faust grinned widely as she watched the mare try to grab the sparks with her hooves, and looked almost like a filly chasing a butterfly.

"That is the magic of the charms which created this realm and even myself. You can now feel it and probably understand why I couldn't explain to you why I can't just teach you charms like Celestia and other teachers taught you various spells." Faust replied while watching the lavender mare. Twilight silently trotted around, she attempted to catch the sparks a few more times before closing her eyes, taking a breath, and tried to feel them instead. This time she managed it and blinked her eyes open.

"They feel so... old, but they also feel smart I guess, yeah, I think they feel smart... yet also very very sad, and lonely as well." Twilight whispered before her eyes shot wide open. "They almost... they almost feel like you Faust." Twilight realized while looking to the older mare. Faust grinned and clapped her hooves happily and then cleared her throat with a smile.

"That my dear is a charm. Every charm is different because unlike the spells you normally use, we rely on feeling instead. For instance a charm for say, a clone of me, would as such feel like I do." The off-white mare explained with a nod of her head. She then smiled and raised a brow to Twilight. "And yet, no two ponies can ever cast the exact same charm, can you tell me why?" Faust asked curiously of her student. Twilight frowned for a moment as she considered what she had learned or explained to her by the older mare, and then it occurred to her.

"Because no two ponies feel the exact same way about something." Twilight realized and Faust grinned widely once more.

"Exactly! No two ponies can produce charms the same way because no two ponies are perfectly identical!" Faust declared with a bounce to her hooves. "This also means that you can track who created a charm by looking at the magic used in their creation." Faust explained. Twilight idly nodded her head in understanding.

"Because if no two ponies can create the same charm then it stands to reason that no two ponies leave the same magical signature on a charm." Twilight mused aloud. Faust grinned and trotted over to the mare then sat down at her side and smiled brightly.

"Well Twilight, thank you for proving you actually can get charms," Faust praised, only to tap her chin thoughtfully for a moment. "or at least the basics." She amended with a smirk. Twilight shot the older mare a glare then exhaled and looked to the distant castle.

"So what now?" The mare questioned and Faust clicked her tongue. In all honesty the unicorn had grasped the concept of flow faster than she had thought. Not that it was too complicated of course, and she had admittedly gone out of her way by actively showing her the way to feel the flow. Then again, these were only the basics of charms, Twilight would have to discover the more advanced parts of it on her own.

"Well you've learned enough about the flow of magic, so I guess now you get to learn about Focus." Faust replied and trotted to the side. "So have fun and remember," The off-white mare began before she smirked at the younger unicorn. "don't freak out." She ordered while the world was consumed in a field of white. Twilight blinked and looked around before a frown crossed her features.

"Why would I freak out?" She wondered aloud, only for the field of white to bleed away. Her eyes widened as she saw it, a library, but it was a library that was twenty stories tall and had more books than she had ever seen before in her entire life. For only a moment, all was silent and calm, and so Twilight squealed like a happy little filly who had been left unsupervised in the worlds biggest candy shop...

War-Helm was not a very patient pony, not in any way shape or form. He never really had been. Which is why he was in a very bad mood as he tried to pull himself back together. Of course he was always in a bad mood, but that wasn't the point. He had figured out that he could use his flames to shoot up towards his still held body parts. Unfortunately controlling himself in the air was something he had yet to master. He made an internal vow to burn Faust alive for his capture all those many years ago. He didn't remember how she did it, just a feeling of confusion before finding himself trapped in this place.

For what had felt like an eternity.

Which wasn't a surprise given he was a spirit of destruction and violence. He shook such thoughts from his mind, figuratively speaking of course, and returned to his attempts at retrieving his body parts. He shot through the air for what was possibly the tenth time and toward his forelegs braces. He couldn't aim but he mentally grinned as his helmet fell on top of the chains holding them. With that done he quickly superheated his helmet in order to melt the chains which snapped a second later and dropped him back to the ground.

His forelegs twitched and shook for a moment before rolling from their pedestal and approached him. He concentrated on them and had them attach to one another and awkwardly waddle over to him. The managed to get under his helm and lift him up before heading to his hind legs greaves. Together they approached them and War-Helm had his forelimbs toss him up at the chains holding his hind-legs. Unfortunately he missed and cursed his poor aiming abilities. He fell to the hard ground with a clatter and grunted as his forelimbs retrieved his helm.

He attempted to get onto the chains again, a quick toss and a miss. He repeated this process several times before he finally managed to land on the chains. Much like before he superheated them until they snapped and his hind-legs were able to barely roll free of the binding charm on their pedestal. His hind and fore limbs approached and awkwardly lifted him up with far more stability than before. Together they approached his chest plate, he wanted something to be attached too, and it would help with reaching his 'saddle plates'. Leaning up War-Helm superheated his horn this time and used it to cut the chains on his chest plate.

He then moved up with his hind-legs and kicked it off of it's pedestal with his forelegs. His chest-plate hit the ground with a clatter and the omega at it's center burned a bloody crimson red at his approach. His forelimbs attached where needed and nudged his gorget into place to hold his helmet up. He stumbled for a moment as this left him without his flank or back, then slowly approached his saddle-plates. Like before he superheated his horn and cut the chains before knocking it free of the charms binding it, they hit the ground with a clatter like the rest.

War-Helm grinned internally as he lowered down and backed into the saddle-plates, they attached and buckled into his chest plate, while his Greaves attached at his flanks. Finally War-Helm rose up on all four limbs, the majority of his body back in his control. Looking around he approached his 'wings' which were actually just wing guards and like before cut the chains and knocked them down. Unlike a Unicorn he was unable to lift the pieces of armor with magic, but thankfully he wasn't unable to attach them.

He carefully lifted one of them with a hoof and brought it close to his shoulder. Their was a spark of fire as it soon attached and became a part of his shoulder. He repeated this action with the other wing-guard and approached the last piece of armor that made up his body, a tail guard. Unlike the rest this piece was for little more than aesthetics, the hair of the tail wouldn't be completely covered, true, but the actual structure of the tail would. He added it any way, cut it free, knocked it loose, and brought it to his rear where like the rest it attached with a brief flicker of crimson energy.

It was only when his armor was finally completed did he finally feel whole.

To feel whole also meant that the voices in his head started to echo out incessantly. One voice wished to burn everything, to watch and laugh as everything was turned to ash and cinders. Another voice wanted simple destruction, to see everything wiped off the face of Equestria and the world left in an endless silence. Another voice wanted to see blood and death and feel it ooze over his armor. His own voice, it wanted the power that the princesses held, it wanted their power and to prove that he wasn't weak! The smallest, the quietest voice he could barely hear at the back, it wanted to stop... he didn't listen to that one much.

And as the voices returned, so did his power and strength. There was a sudden rise in heat around him, the temperature soared and his eyes blazed to life like twin pools of molten fire. He reared back and whinnied loudly, flames rushed from his tail plate, out of the comb on his head, and even spread out from his wing guards. The flaming mane and tail crackled red, yellow, and blue at the center. His wings were spread outward, every bit as magnificent as the flaming feathers of a phoenix.

War-Helm was whole once more and as he took in a breath and shook his body he looked around and took in his surroundings.

He knew this room well, but it often changed due to the nature of the tower. He finally found a stairway, his eyes hardened and then flaming pony rushed them and galloped up their length. Flames trailed behind him as he all but flew out of the stairway and into the many halls of the tower proper. He whinnied once more and lunged forward, a trail of fire burning behind him as his armored horse-shoes beat into the stone floors of the tower. He passed hall after hall, his heard turned for only a moment to search for a trace of the two princesses.

He would find them, he knew it, but something caused him to stop and halt his mad pursuit. A Golden Door. No, THE Golden Door! If he were able, War-Helm would have grinned as he approached the ancient doorway. He had been listening to the princesses when they mentioned they sought out this doorway. He didn't know why they did, nor did he especially care about their reasons for looking for it. What he did know was that they both desperately wanted the door shut, which was excuse enough for him to open it.

War-Helm approached the ancient Golden-Door and kicked it open with a snort. Within it's depths was naught but an endless void. He didn't really care, he turned from the door and looked for the next path he could take into the tower, and then sprinted forward. His eyes flared and he rushed down the towers many halls and corridors, he would find Celestia and Luna, and show them that he was their better. Then he would find Faust, and he would show her just how much he had hated being trapped in that room for all these years.

Oh yes, he was going to show them all, and make them regret ever having crossed him.

But had War-Helm cared he would have noticed as an inky black substance oozed out of the golden door, a very tall slender figure trotting out soon after.

Faust was having an absolute blast watching Rainbow struggle with the Double Inside-Out Loop. Why? Because she was absolutely horrible at the trick. Sure, she could get passed the aileron roll, but that was when she started living up to her old nickname, Rainbow Crash. Thus far she had crashed a grand total of twelve times, each time worse than the last and far more amusing. Currently she was face down in the dirt with her plot in the air, one of her eyebrows twitched and she slowly sat up with a scowl.

"I really hate you..." she stated as she glared at a snickering Faust.

"I told you it's harder than it sounds." Faust told her teasingly. Rainbow merely snorted through her nose and pushed herself back up to brush off her withers.

"Yeah yeah, only one mare has ever done this trick before and all that rot," Rainbow complained angrily. She hated to admit it, but the trick was disturbingly difficult considering how simple it sounded. She could do loops in her sleep and an aileron roll was even easier. The slowed down aileron roll was a bit more tasking than normal, she admitted that much as it through off her timing. It was those inside-out loops that were killing her! She didn't know why but every time she tried one she lost control and ended up crashing. HARD.

She actually felt sore, her face hurt like buck and she was fairly certain if she kept this up she'd actually break something.

"I also forgot to mention this move is kind of dangerous, if you don't manage it you usually end up hurting yourself real bad. The last mare who did it broke her wing once when she was trying it and she slammed into a tree." Faust admitted sheepishly. Rainbow didn't really care how some other mare got her wing broke. Okay that wasn't true, she felt a bit better knowing the trick was actually that dangerous, but it still annoyed her. Why was a move made up of three simple maneuvers so bucking difficult?

"Yeah yeah, just let me try that again." Rainbow grumbled as she cracked her neck and shot up into the air. Faust smirked and watched the rainbow pegasus closely. Rainbow managed the slowed aileron roll again and twisted into the first inside-out loop. She managed to rise up and seemed fine for a moment, until she lost control when she made it to the descent part of the loop. She swerved away from Faust, she barely managed to avoid hitting a building but instead collided face first with a certain apple-cart, not to mention a familiar apple-mare.

Faust grimaced and raced over to check on the two, only to slow and feel a hint of nostalgia at the scene. Rainbow had knocked right into the cart, Applejack had been bowled over and her hat knocked off, a barrel was now half-covering the cyan pegasus while AJ was covered in bits of crushed apples. Besides that scene several apples had been knocked loose, and several barrels now lay on their sides. Faust managed to keep an eye on the apples to make sure no pony made off with any, though they seemed more interested in the mares who had just been knocked over.

"Ugh... applesauce anyone?" AJ managed to ask while her eyes nearly rolled in her head from the sudden hit she took. There were more than just a few stifled snickers from various ponies on the street, though a certain green mare looked more worried than amused. Faust winced slightly and approached the two, she pulled the barrel from Rainbow, who looked more than a little annoyed, and then glanced at Applejack.

"Are you okay there Applejack?" Faust questioned worriedly. Rainbow quickly looked to her friend and shot to her side shaking her in an attempt to get her back to normal.

"AJ I'm so sorry! I was practicing a trick and I..." Rainbow started to say only for the apple-mare to shake herself off, bits of apple flying everywhere and covering the pegasus. "Ugh... never mind." Rainbow grumbled while brushing herself off. Applejack snorted and grabbed her hat, dumped an amount of crushed apples from it, and placed it back onto her head with a scowl as she glared at Rainbow.

"What in tarnation do you think you're doing Rainbow! Do you know how many apples you just crushed, not to mention you could've been killed or hurt, or hurt some pony else while flying around like that!" Applejack shouted angrily at the cyan pegasus. Rainbow grinned nervously and slowly backed away from the livid mare. Faust winced, one of the major differences between her friend Jackie, and this Applejack was that Jackie had always been more easygoing. Applejack on the other hand was a bit more stern and serious, which admittedly made it easier for Faust to disassociate them.

"Applejack it was all my fault," Faust stated while moving between Rainbow and the Apple-mare. "I told Rainbow about an old trick a friend of mine used to do and she's been trying to do it ever since. But I kind of forgot how out of control the trick can get, and forgot to warn her about it." Faust explained with a nervous grin. Applejack frowned then glanced at Rainbow, then looked back to Faust.

"Well that may be, and Ah'm right glad Dash is alright, but what am Ah supposed to do about all this?" AJ questioned while nudging in the direction of her turned over apple-cart. Faust visibly winced, and wondered what kind of force the cyan mare had had behind her when she hit to cause something like that. It was clearly a lot more than what Firefly had ever managed, but then again, Firefly was never that fast.

"Don't worry, I can fix it." Faust assured and quickly hopped to work. Her horn flared with crimson magic just a second before every apple was lifted from the ground, the barrels followed and both were set back down where they needed to go. The off-white alicorn in disguise then grabbed the apple-cart and lifted it up and turned it right-side up and set it back down as well. She then concentrated and began cleaning the bits of apple off of them and brought them to the side where she clicked her tongue and looked to a shock Applejack.

"Would you have anywhere I can put this?" Faust questioned and Applejack mouthed something before Rainbow replied.

"There's a trash-can over there." The cyan-pegasus stated while pointing a hoof to the receptacle in question.

"Thanks." Faust offered with a grateful smile. The off-white mare then closed her eyes and moved the mess over to the trash bin, opened it with her magic and put it away with ease. "There, all better." Faust stated with a nod of her head. Rainbow glanced around at where she'd crashed, she couldn't quite help a smirk when she saw that unless some pony had seen it, no one would even know she'd crashed.

"Not bad Faust, you've got some seriously wicked magic don't you?" Rainbow questioned with a smirk. The off-white mare rolled her eyes and waved off the complement.

"Not really, I'm actually more of a Charm-Caster than a straight up Spell-Caster." Faust replied modestly. Rainbow on the other hand scratched her head and looked at Faust funny. Applejack was much the same, although stowed away her being a Charm-Caster to ask Twilight about later.

"There's a difference?" Rainbow asked curiously and Faust nodded.

"A Spell-Caster uses incantations, spells, rituals, and whatnot in their use of magic. For instance Twilight is a high-tier Spell-Caster. While on the flip side, I am a Master Charm-Caster. I use charms, wards, and enchantments rather than straight up spells." Faust explained with a nod of her head. Rainbow looked back at what she'd done not even a few minutes before and then gave her a flat look.

"Then what was all that just now?" The cyan-mare questioned of the in-disguise alicorn.

"A basic Levitation Charm." Faust replied with a roll of her eyes.

"Yer saying that was Basic? But you just lifted up more in one go than I've seen since Twilight lifted an Ursa Minor!" Applejack noted aloud, Rainbow Dash nodded her head in full agreement with the apple-mare.

"Basic is something of a relative term with Charms." Faust replied with a roll of her eyes.

"Okay... so what's the difference between that and what Twilight or Rarity do?" Rainbow questioned curiously. Faust sighed for a moment and clicked her tongue as she thought over what she could say.

"A Charm requires use of feelings and imagination, while the Levitation Spell requires more concentration. With charms the spell is as easy as imagining something picking up the object. For instance if you imagine a dragon lifting that cart you'll understand what my charm was. While the Levitation Spell in more common magic is basically having to concentrate and exert enough power to lift everything yourself." Faust explained and then tapped her chin. "I also think Rarity subconsciously uses Charms rather than the basic spell." The off-white mare admitted while Applejack frowned inwardly.

'So wait, has she met all my friends or something?' The apple-mare inwardly wondered while worriedly watching the mare and Rainbow Dash.

"So is there like a Charm for every spell or something?" Rainbow suddenly questioned and Faust frowned before shaking her head.

"No, unfortunately there are some things Charms can't outright copy. I've encountered quite a few of them and have more trouble with them than I like." Faust admitted with a sigh. Truth was her Transformation spells were like that, her hair spell was similar, but over all she could at least manage basic spell-casting. Before the off-white mare could continue her train of thoughts, she blinked and found Pinkie in her face.

"Hiya Faustie!" The pink party pony declared loudly. Faust yelped and jumped back in surprise, blinked for a moment and then sighed. Dash however fell over laughing, earning her a glare from the off-white alicorn in-disguise for her trouble.

"Hi Pinkie." Faust replied with a flat look. The Pink Party Pony then produced a paper from... somewhere... and presented it to the off-white mare with a bright smile. Taking the offered piece of paper Faust raised a brow and looked it over for a moment. "An invitation to my welcoming Party?" Faust noted aloud and gave the mare a look. Pinkie merely nodded her head with a smile. "Why would you need to invite me to my own welcoming party?" Faust asked the mare as she scratched her head. Pinkie rolled her eyes and leaned forward.

"Well duh, how else would you know to come?" The pink party pony questioned with a grin. Faust stared at her for a moment, poked about a dozen holes into that idea, and then sighed and decided it was just Pinkie being Pinkie.

"I guess that means I'll see you at the party." Faust stated, only to look around when she realized that the pink party pony had vanished into thin air. When the off-white mare looked to the other ponies with her, she noticed that both Rainbow and Applejack were both one invitation richer.

"Okay, I've said it before, I'll say it again... that pony is so random." Rainbow stated resolutely. Faust nodded in agreement while Applejack rubbed at her head.

"Ye'll get no arguments from me, that's for sure." Applejack muttered under her breath then glanced up and sighed tiredly. "Anyways I best be heading back home," the Apple-mare stated while moving the sign on her apple-cart to closed. "So I'll see you both at the party later." Applejack stated with a nod as she trotted off.

"Catch you later AJ!" Rainbow declared loudly. Faust merely nodded and watched her trot off to Sweet Apple Acres. "So Faust, you got anything else we can do before the party?" Rainbow asked the off-white mare curiously. Faust frowned in thought for a moment, considered testing a charm or two on Rainbow, but decided better of it. For one thing Rainbow was a bit too wild and would be too into it, for another the only charm she wanted to test on a pony right now was her friction reducing charm, but that would likely be disastrous in Rainobow's hooves.

"Not really, you know anything we can do?" Faust questioned with a raised brow. Rainbow hummed for a moment, she considered what little there was to do in Ponyville for a moment, before a grin split her face.

"Race you to my place?" She asked with a teasing grin. Faust gave the rainbow pegasus a look, one brow raised and a flat expression across her face.

"We both know you'd win." Faust stated flatly. The rainbow mare chuckled lightly and shrugged.

"Can't blame a mare for trying." She replied and Faust snorted.

"Watch me." She teased playfully.

"Yeah yeah, anyways, I really need to drop off my stuff back home. We can totally head out to do something more interesting afterwards." Rainbow offered as she trotted over to her bags and picked them up. Faust considered going back to the library for a moment, however when she noticed how late it was getting she figured no pony would head there except for perhaps Spike. And even if he did return, from her experiences with Baby Dragons they tired out pretty easily so it was likely if he came to the party he'd be too tired to speak afterwards.

"Sounds good to me." Faust replied and the two mares headed off to Rainbow's home.

Twilight bounced around screaming yes over and over again. She had no clue where the charm had brought her too this time, but it could only be heaven for her. She bounced a few more times before she finally shot off and started looking through the books. She found many she was familiar with before eventually coming to a room with maps and charts, within which Faust was sitting. The Winged Unicorn Faust that was.

"Hi." Faust stated with a wave of her hoof. Twilight stared at the off-white mare for a moment and then blinked, a sigh passed from her lips as she remembered this was to teach her about charms.

"I actually forgot about my lessons for a moment there." Twilight admitted while sitting down with an adorable pout. Faust snickered, then grinned at the little lavender unicorn.

"Oh c'mon now Twilight. You've already gotten passed the hard part, this should be cake compared to leaning the flow of magic." Faust replied with a wave of her hoof. Twilight gave a slight smile but sighed and looked around at the books around her longingly. "You know I brought us here specifically for your next lesson." Faust noted, breaking Twilight from the trance of the many books.

"Huh?" She questioned intelligently. Faust smirked for a moment and rolled her eyes at Twilight's expense.

"Think about it, the next lesson is in Focus, so where better to learn it than the place most likely to leave you unfocused and impatient?" Faust replied with a teasing grin. Twilight pouted then glanced around at the books that had apparently betrayed her simply by existing. Even she had to admit that with a well of knowledge like this around her, thinking of anything else was going to be very difficult. To say the very least.

"Alright, so according to my first lesson I have to feel out the spell rather than simply cast it." Twilight noted aloud. Faust nodded her head, pleased that the little lavender unicorn had remembered that much. "But how exactly do I focus it?" Twilight questioned with a frown. Faust hummed for a moment and leaned forward, her forelimbs crossed under her chin as she thought about it.

"Well first of all you have to know the kind of charm you want to cast." Faust replied as she rose up to her hooves. "So first you need to feel the magic as you learned in the first lesson." Faust ordered of the little lavender unicorn with a smile. Twilight nodded her head and took a breath, closed her eyes and exhaled. She released her inner well and allowed her senses to pick up the magic around her as well as within her. The sudden flood of sensation still nearly took her head off but the more she did it the easier it became.

"Alright, I feel the magic." The lavender unicorn noted while looking to the books around her for a moment. She idly noted that they all had a different magical aura around them, which surprised her greatly.

"Good, now every book here has a different magical resonance and is supposed to represent different charms. Normally if this was real this wouldn't be true, but in a charm it's an easy affect to create." Faust explained to the lavender unicorn. Twilight frowned however and looked at her strangely.

"Wait, I thought you said every pony feels things differently." Twilight noted and Faust nodded her head.

"Indeed they do, which is why the books here draw on your own feelings rather than mine." Faust explained. Twilight nodded her head in understanding, then glanced around and walked over to the books and read their tittles. She found quite a few she was interested in and felt them, but stopped at a book with no tittle. The lavender unicorn closed her eyes and felt the book's aura.

The feeling confused her for a moment, it felt so familiar and yet also so new. "Find one?" Faust asked from behind, with a smirk across her lips. Twilight briefly frowned back at the mare, before looking to the book pensively. She knew that her lesson was supposed to be about Focus, and honestly she was curious about the feeling the book gave off. What could it be, what would it do, it interested her more than she would've admitted.

"I think so." Twilight replied as she backed away from the book and turned around to face Faust. "So now what?" She questioned with her held tilted slightly. Faust hummed in response, tapped her chin and then nodded her head.

"Next you let the magic flow, but focus on that feeling you got from the book." Faust ordered while she looked at the mare. "When you do you have to keep focused, don't let your mind wander for even a moment. I'll be here to help if you do, but try to keep your mind clear." Faust pleaded while watching the little mare carefully. Twilight nodded her head, confident in her ability to do this. She was of course tempted to look to the books that still surrounded her, but that temptation was drowned out by a desire to learn.

Yes she loved books, but she also loved to learn in general, especially about magic in all it's forms.

"Alright, here I go." The little lavender unicorn whispered under her breath. The mare exhaled a breath and tried to focus on the feeling she'd gotten from the book. It wasn't as easy as she had hoped, but it also wasn't as hard as she had imagined it would be. She felt the magic flow through her body. She felt it shift and change as she focused on that feeling she'd gotten from the book. She kept her mind focused and on track, and easy feat since she focused on everything she did on a daily basis.

She focused on her studies, she focused on her friends, this was simple...

"Uh Twilight, you might want to stop thinking and get back to focusing on your magic." The voice of Faust came suddenly. Twilight mentally cursed her mind and then went back to the feeling she'd gotten from the strange book. Again the feeling was so familiar, it made her heart soar and her spirits brightened greatly. It was so familiar, almost as if it was something she felt on an almost daily basis.

"Alright Twilight reel it in, you're starting to mess up again." Faust warned and the lavender mare frowned while focusing back onto the charm / feeling. She hated to admit it but maybe it was how her mind wandered so much that charms were so difficult for her. She thought a lot and so feelings could become fleeting to the point that she was unable to recognize feelings she knew well, like whatever the feeling she was trying to focus on was.

Twilight mentally growled and stopped her mind from wandering yet again. Clearly she needed to focus, and this time she wasn't going to let her mind wander off track! She took a deep breath and exhaled deeply, she focused on that feeling and let it mix with the magic she was shaping. A moment later, she felt it suddenly cease and opened a single eye. In front of her, was a simple, humble little spark.

"A spark?" Twilight questioned with a raised brow. Faust reached out tentatively and took hold of the object, she cradled it in her hooves and smiled softly.

"Ummhmm, a little spark that can become something so much greater." Faust replied while holding the spark between her hooves. "This spark is something you know well, and as a charm it can be a very useful tool. It makes ponies trust you, it makes them rely on you, it is a special little thing that few ponies ever really appreciate." Faust explained while Twilight frowned and raised a brow in question.

"Then what is it?" The little lavender unicorn questioned of the off-white mare curiously.

"The same thing you study for Celestia, the same thing you left Canterlot for. Twilight the feeling, the charm you picked out," Faust started before a bright smile crossed her face. "it's Friendship." She stated while looking down to the spark held between her hooves.

"B-but it's so small." Twilight noted with wide eyes as she took a look at the spark.

"Friendship is in equal parts the strongest and the most fragile thing in the world. It is small, but it can grow into something greater. Friendship Twilight, is perhaps the single most confusing thing in all of ponydom." Faust replied and lifted her hooves and allowed the spark to float upwards. "The charm you picked out, is one that binds ponies together in friendship. It doesn't instill a feeling of friendship, but binds two friends together so that they always know that the other is safe or happy." Faust explained and then closed her eyes with a sigh.

"This charm was created before the time of Discord and was lost for a very long time. It was made by a Master Charm-Caster, who wanted to always know that her friends were safe. The charm worked, and even when they died, the feeling of having them at her side never really went away. But it made it so much more tragic as well, because even though she always felt them near, every time she turned to see them they were never really there." Faust explained while her eyes feel and she sighed tiredly.

"In any case Twilight, I'll have you try a few more charms, but it looks like you might get through Focus faster than either of us thought." Faust ordered as she looked down from the spark. Twilight looked at her for a moment, she wanted to say something, but shook it off and trotted over to the books. She was honestly curious about Faust's sudden change in mood, but it wasn't her business. As such she went back to looking through the books, and wondered what the next part of her lessons would be like.

TBC...

Author's Note

New chapter, and I finally established the more major difference between Faust and Twilight in terms of magical ability. They are basically polar opposites in how they use magic, which was something I thought up on a whim. Charms being so different to normal magic, again to set up differences to Twilight as they really were too similar early on in the story. Also, yes Mort is based on the Discworld version of Death. Why? Because that is probably my favorite version of Death. Well him and the "Sand Man" variation, but I figured having every Alicorn as a female would be a little strange so went with the skeletal male Alicorn instead. Not much else to say, but thanks to all my readers, I'm glad my work is appreciated and hope you continue to enjoy the story.

The Vacation: Day 3 Part 4

The Vacation Day 3:

The Trial...

Orion trotted into the throne room with a stern frown. A scroll with the results to their investigation into the charm magic at the scene of Celestia and Luna's disappearance in the loop of his armor. The guard captain glanced around the throne room as he entered. He spotted Cadence casually playing a game of cards with a pony in a hood and cloak. A frown marred his features as he noticed what looked like ancient black armor covering what wasn't hidden by the cloak and unusually large black wings. Orion considered it strange for a moment, but something made him dismiss it.

"Milady." Orion stated calmly as he approached the crystal princess and her companion. Cadence looked his way, put down her cards and smiled.

"Orion, it's good to see you again," Cadence noted warmly. "I just hope you have good news." The crystal princess admitted while glancing to her strange companion. Orion took another look at the odd pony and raised a brow when he saw a rat holding its own set of cards, and somehow it appeared to be winning.

"Do I need to call an exterminator?" Orion questioned with a raised brow. Cadence glanced down to the rat and gave it a scathing look, then turned back to Orion and shook her head.

"No, that's Dormy, he's perfectly harmless," Cadence replied and then muttered under her breath. "besides that he beat me in a game and I apparently owe him somewhere around a thousand bits." Orion chose to ignore her muttering and instead retrieved the scroll from the loop of his armor and offered it to the curious princess. Cadence took the offered scroll into her magic and brought it over with a frown.

"Our analysis of the magic present at Celestia and Luna's disappearance has yielded quite a few intriguing results." The earth pony stated and Cadence frowned deeply.

"Discord." She mumbled with a scowl. Mort hummed, tapped his hoof and Dormy, better known as Death of Rats, gathered their cards. Their game was now done, and the little rat quickly scurried into his master's cloak.

"I THOUGHT THIS SMELLED OF HIS HANDIWORK." Mort noted aloud which drew Orion's attention to him.

"Forgive me princess, but who is this?" Orion questioned curiously. Cadence sighed while rolling up the scroll and glanced to Mort with a frown. She shouldn't blame the pale pony for being there, she knew he was trying to help. Yet she still blamed him for what happened to Celestia all those years ago.

"This is Mort, he's a 'friend' I'm catching up with." Cadence replied while giving Mort a stern look. Orion hummed idly as he looked the pale pony over, he noticed he wasn't able to get a clear picture of him in his head and frowned. The undead pony didn't seem to react either way, he was too busy going over what he'd just learned.

"NOW WHY WOULD DISCORD TAKE CELESTIA AND LUNA, YET NOT ATTACK CANTERLOT WITH MINDLESS CHAOS?" Mort questioned aloud and then continued under his breath. "IT MAKES NO REASONABLE SENSE AS FAR AS HE GOES. IF HE HAD A CHANCE LIKE THIS TO SPREAD CHAOS, WHY HASN'T HE TAKEN IT?" Cadence frowned as she realized that Mort had a valid point, as random as Discord could be, why had he taken Celestia and Luna then just vanished? Orion had similar thoughts and a frown crossed his features when he realized they were most likely missing something.

"Most likely we're missing some piece of the puzzle. While Discord has made liberal use of pranks against the princesses as of late, I highly doubt he'd risk his freedom by actually kidnapping them." Orion mused with a frown. Mort nodded his head in agreement while Cadence groaned and rubbed her head.

"But that puts us back to square one!" Cadence declared while throwing up her hooves. "All we know is that Discord most likely took Auntie Celestia and Luna. We still have no clue where they are, nor do we know why they were taken, or why the Sun and Moon are off time!" Mort suddenly shot up, he turned to Cadence and shot her a stern look.

"WAIT, THE RISING AND SETTING OF THE SUN AND MOON ARE OFF?" Mort questioned with a seriousness that surprised his companions. Cadence was taken aback by his tone, she looked to see Orion raise a brow before she looked back to Mort and nodded her head.

"By a few minutes at least." She explained truthfully. Mort mentally scowled and began to rub a hoof against the chin of his mandible.

"NOW THAT IS VERY INTERESTING." Mort noted aloud. Cadence and Orion both looked to the pale pony for more of an explanation, however instead he stood up and trotted to Orion. "NOW IF EVERY PONY WOULD EXCUSE ME, i HAVE SOMETHING i NEED TO DO." Mort stated as he trotted passed the guard captain. However Cadence was quite tired of Mort's need to be cryptic and mysterious with them and stomped a hoof to get his attention.

"Mort stop for a second and tell me what is going on here!" Cadence shouted at the pale pony with a scowl. The undead pony merely turned to look at her, then chuckled lightly.

"YOU WILL UNDERSTAND SOON ENOUGH CADENCE." He replied and vanished into a torrent of black feathers. The undead alicorn made his way into a space between space, eventually appearing at a large mansion. The Mansion had once been in Dream Valley, many millennia ago. Home to many ponies, until Mortis the Black had desired it for his own. He had taken the mansion and transported it to a realm between life and death. A place where no pony but he could reach it. A place where he could practice his dark arts undisturbed.

Of course that was many many eons ago, in an age when madness consumed his mind. Now it was simply his home, and a place for him to reflect on the many wrongs he had done. The mansion sat on a lonely hill in barren world devoid of life. In the distance were a number of twisted mountains and large seemingly endless fields of wheat and tall grass. At the foot of a beaten path leading to the mansion was a simple mailbox. A stable was near the house with a stall left open, a plate with the name "Binky" over it.

The Grim Galloper passed a grinding wheel on his way to the mansion. He didn't even spare it a passing glance as he trotted the path to the mansion's door. He trotted up to the mansion and entered as if he owned the place. Mostly because he did in fact own the place. He trotted inside and wandered through a large entryway with portraits of himself and a few others. Mort wandered to the side to a large mahogany door and pushed it open with a hoof. The grim galloper entered into his study, a room with enough books to fill a library, several relics, and a desk in front of a large window.

Many of the books were merely notes on necromancy. Others were autograph books he'd collected over the centuries, for whenever he met a famous pony. Still more of the books were memoirs and biographies of various ponies he knew over the years. Mort was quite proud of his extensive collection of literature, but that was not why he was there. No, instead he approached his desk. The green lights of his eyes dimmed as he looked upon it. The desk was littered with all manner of brick a brack from his long long life. But the most unusual artifact was actually a simple crystal ball.

"NOW TO FIND THAT PESKY DRACONEQUUS." He mumbled to himself as he sat on a cushion and looked to his crystal ball. The undead pony waved a hoof over the ancient artifact to activate it. The Crystal Ball was, a relic from Dream Castle forged by Queen Majesty. It was part of a set, it's sister a Magic Mirror was currently in Faust's possession. Both artifacts had the power to show the viewer any pony within a set of seals. While the original seals had only been around Dream Valley, both Mort and Faust had, over many years, extended the view to all of Equestria and it's allies.

Mort knew that if Faust ever found out he had the ball, she'd likely demand it returned. He also knew that as Majesty's heir she was entitled to the Crystal Ball. But he didn't care, and he kind of needed it. Anyways! A swirling mist formed within the crystal sphere, a glowing light soon followed and the ancient pony breathed deeply. "SHOW ME DISCORD." He whispered to the sphere and the light and mists within it began to twist and turn. Soon enough Mort groaned upon seeing Discord reclining on a beach, sunglasses over his eyes, with a fruity umbrella drink in his paw.

The ancient alicorn of death brought a hoof to his face, a clop echoing as it connected with his skull. "I DO HOPE I DIDN'T CRACK MY SKULL AGAIN." The alicorn of death murmured to himself. Mort shook that thought from his head and frowned deeply. He now knew where Discord was, but he didn't seem to be doing anything too chaotic. "SO WHY KIDNAP LUNA AND CELESTIA?" Mort questioned and looked back down at his crystal ball. "SHOW ME LUNA AND CELESTIA." He ordered the sphere and with a glow and a swirl of mist he saw what he desired.

The image within the crystal ball puzzled him for a moment. For he saw Luna and Celestia as if they weren't empowered by the sun and moon. "ODD... SOMETHING ISN'T RIGHT WITH THIS PICTURE." The ancient undead alicorn noted to himself. "SHOW ME MORE." Mort ordered the sphere and the image pulled back to show a familiar hallway. "OH STARS ABOVE, PLEASE TELL ME HE DIDN'T." The undead pony pleaded desperately. However his pleading was in vain as the picture pulled back to show that the two were within Faust's Tower.

"HE DID..." Mort groaned and brought his hoof to his face once more. There was yet another loud clop as a result, and the ancient undead pony grunted. At this rate his skull was going to become a patchwork mess of spiderweb cracks. Mort grunted and placed his hoof back down on his desk. Now at least the pieces of the puzzle were making a lot more sense to him, but that didn't explain what possessed Discord to put Luna and Celestia into Faust's tower. Though he was far more worried about what Luna and Celestia had released in Faust's Tower.

"I'M GOING TO NEED TO COLLECT THE ELEMENTS OF HARMONY, GET THEM TO CANTERLOT, AND FIND SOME WAY INTO THE TOWER." Mort decided to himself and leaned back with a hum. The Tower was an ancient building far older than even he was. He'd seen it as a mere colt in his youth and it'd already been very old. He'd also seen Faust in her prime in his youth, he admitted he'd thought her the most beautiful mare alive. He still did actually. But the problem was that the Tower was built like a fortress. It had only one real entrance and exit, the sky-way at it's top.

"BUT WITH ALL THE DARK MAGIC AROUND IT THAT WOULD HAVE CLOSED." Mort noted to himself with a grunt. The Tower was not only designed to keep ponies out, but also to keep things in. Ancient and powerful things that Faust had seen too dangerous to allow to run loose. That meant that any chance of trying a physical assault on the Tower would end in failure. There were no entrances that he knew of that ponies could use. The only pony who would know of any such entrances and exits would be Faust herself.

"REGARDLESS, I MUST GATHER THE ELEMENTS, AND PRAY THAT NOTHING HAPPENS TO CELESTIA AND LUNA BEFORE WE GET THERE." The grim galloper decided and vanished in a burst of ebony black feathers...

Twilight was only a little annoyed that she had been unable to read any new books from the library she'd been in. However her studies needed to progress and so she walked from the library into a shower of sparks. The sparks soon dissipated into a new bit of scenery. However she slowed down and found herself enchanted by the surreal scenery she'd walked into. Unlike before the scenery was in no way realistic, it was a simple starry expanse. She looked down and found her hooves walking on a trail of star-light that reached out into the distance, while a soft song seemed to echo all around her.

"Alright I admit it, Faust is really creative." Twilight decided as she looked around in wonder.

"Why thank you." Faust's voice carried from seemingly no where. Twilight yelped and jumped back, she looked all around until she finally spotted Faust. She found it was the Alicorn in regalia this time, resting nearby with her cloak covering the majority of her body. Though she was loathe to admit it, she felt significantly more comfortable learning from this one. She surmised it to be a bit of a carry over from learning from Celestia for so long.

"So now I learn about Control right?" Twilight asked, then raised a brow as Faust materialized a cup of tea and sipped from it. The pure-white alicorn was silent for a jarringly long time, merely sipping from her cup and then finally looking to the little lavender unicorn.

"Somewhat." She replied cryptically and went back to her tea.

"How do I 'somewhat' learn about control?" Twilight questioned, and felt far more patient with this Faust than the others. Again it was probably because she was reminded of her teacher Princess Celestia. She even idly wondered if Faust had engineered that into the charm intentionally.

"Because the form of control you must learn is not over power, think of your other lessons and tell me what it means." Faust replied crisply and then returned to her tea. Twilight blinked, then frowned in thought for only a moment before a grimace passed over her features.

"It means control over my emotions while casting the charms, doesn't it?" The lavender unicorn questioned. She didn't need an answer and Faust knew that from the slight smile on her lips.

"Perfectly correct." Faust replied with a friendly smile. Twilight on the other hoof was not so pleased. She was in no way as bad as Rainbow or Pinkie, but she knew that she had trouble keeping herself in check. Her emotions could run wild with her and she was afraid of what would happen if she cast a charm and lost control. Which is why she asked the alicorn who was currently her teacher.

"So what happens when you lose control?" Faust was silent for a moment, looked at Twilight and then sighed.

"Bad things happen." She replied cryptically, and then closed her eyes and elaborated further. "In one case, a pony who hated another pony cast a charm in anger. It became known as "The Burning Charm" setting a fire and blazing out of control. Another fell into sadness so completely that her charm deadened her senses and emotions, and left her unable to cast charms ever again. She became a veritable husk of her former self, she didn't care or worry about anything, but she was also lifeless and dull." Faust replied and watched Twilight shiver violently.

"But, umm..." Twilight began and then looked at Faust apologetically. "... no offense, but you're always so open and well, you wear your heart on your hoof." Faust nodded her head, a soft smile on her lips as she regarded the purple pony.

"Indeed I do, but you seem to think that control means I must subjugate my feelings and always remain calm, but that is the furthest thing from the truth." The pure-white alicorn stated, and then looked to the sky with a soft smile. "Our emotions are what allow us to cast charms, subjugating them makes it harder to do so, one must let them remain free yet still keep them from running wild. One needs..." Faust stopped and considered her words, then nodded to herself. "One needs balance in order to control their emotions." She decided with a nod of her head.

Twilight paused at that, a frown formed across her features as she considered Faust's words. She could see how Faust's words had merit and made quite a bit of sense. Without emotion one could never hope to cast a charm. If one restricted their emotions the charm would likely be weak and possibly useless. Yet if one allowed them to run wild so too did the charm run wild. One needed a balance between wild and tame, allowing the emotion to flow freely yet restricting it just enough to keep a charm manageable.

"I understand, but how does one control their emotions?" Twilight asked the alicorn mare curiously.

"Controlling your emotions is harder than I can explain," Faust admitted with a click of her tongue. "merely tempering them on the other hoof." She added with an incline of her head and glanced to Twilight.

"Tempering? What does a process in metallurgy have to do with Charms?" The little lavender unicorn questioned with a frown. Faust giggled in response and smiled brightly to the unicorn.

"I meant that you shouldn't attempt to actually control your emotions, just try and restrain them when you're feeling stressed." Faust explained with an teasing grin. Twilight silently made an oh with her mouth, comprehension finally dawning on her. However she still worried. She was not well known for being a hot head, true, but when she did lose her temper things tended to burn. Her mane and tail for instance. Not to mention Pinkie said her eyes turn red when angry enough, and her coat a creamy yellow white... she really had to test the validity of that at some point.

"How?" Twilight questioned nervously of the older mare.

"To each their own. Every pony has their own way of calming down, even me." Faust replied and then tapped her chin, an amused smile coming to her lips. "You, my little pony, could perhaps use a mental checklist to help you." Faust offered and smirked at the suddenly bright expression on Twilight's face. It was clear that the little unicorn liked that particular idea.

"So how should it go?" Twilight asked while she tapped a hoof impatiently. Faust gave her a flat look.

"It's not my list, Twilight." Faust replied and rolled her eyes as Twilight blushed.

"Oh, right." The little lavender mare mumbled and hummed in thought. She thought back to the techniques she knew on calming down and relaxing. Counting to ten. Imagining a calm quiet place. And the one Cadence had showed her, inhale through the nose then exhale. She could potentially use a list of all three, it seemed like more than enough to herself. "I think I got it." Twilight decided. Faust hummed and then glanced into the distance, a stern frown crossing her features.

"Perhaps, but maybe we should put that to the test." Faust replied rather ominously.

"How?" Twilight questioned with no small amount of worry. The pure-white alicorn merely closed her eyes for a moment, then looked up into the sky.

"You'll see." Faust whispered cryptically as a crimson glow surrounded her horn. A moment later Twilight felt a dropping sensation and cried out as she seemed to fall into a deep abyss. She soon landed with a grunt and brought a hoof down to rub at her aching flanks.

"Ouch, give a pony a little warning next time Faust." Twilight muttered to herself and then looked around to get her bearings. Her surroundings were surprisingly tame, a quite and somewhat familiar forest surrounding a castle. Twilight had honestly expected something far more troubling for a test from Faust. The lavender unicorn silently made her way to the castle, over and passed a strong stone bridge. As Twilight trotted closer and closer to the castle, a feeling of dread slowly filled the pit of her stomach.

'I've been here before.' She realized internally, feeling no reason to speak aloud. She looked around for some kind of marker to remind her of where she was, yet none could be seen. The mare felt the feeling of dread well and grow, soon leaving the mare entirely on edge. The castle was completely abandoned, not a single soul anywhere. 'Something isn't right.' She noted to herself, a shiver running the length of her spine. She continued her trek further into the ancient castle and soon found herself wondering where any pony was.

"H-hello?" She questioned timidly, and yet no pony answered her. Nothing answered her. She was completely alone in this dark and terrible place. That realization did little to calm her nerves, which alerted her to Faust's intent. 'Catch me off guard, leave me terrified rather than angry. If I lose control of my fear it'd be no different than if I lost control of my temper, clever...' Twilight admitted to herself. She was prepared for Faust to make her angry, not for her to try to scare her. She mentally sighed, inhaled through her nostrils, exhaled and pictured a scenic setting while counting down to ten.

Her nerves steadied, but she checked her internal list twice, just to be safe. Assured that she had double checked her mental checklist, the lavender unicorn mare her way into the castle. Her hoof briefly tapped something metallic and she looked down and found a tarnished gold pendant. The little lavender unicorn raised a brow and tried to lift the pendent with her magic. However she grimaced as only a few small sparks shot out of the end of her horn instead. 'Did Faust cut off my magic?' The purple pony questioned and sighed tiredly.

Twilight slowly knelt down and speared an old cord onto her horn and lifted the pendent. She used a hoof to move the pendent back a small margin and frowned at it's design. It was a simple design really. It was a gold circle surrounded by a black crescent surrounded by a larger gold crescent with a small circle cut from the larger crescent. The little mare turned the pendent around for a moment, but found the back was solid tarnished gold. Yet as she continued to look at the pendent, she couldn't shake the feeling she'd seen it before.

"But where?" Twilight questioned lowly. She idly tried to remember from where the symbol was from. However she shook that off, put the pendent down, and wandered further into the castle. "Faust is probably just pulling random memories loose to catch me off guard. Remember Twilight, you need to keep calm." The little lavender unicorn ordered firmly. She traveled into the castle, and noticed banners and tapestries. She saw dark blue banners with silver versions of the symbol on the pendent that made a bit more sense than the tarnished gold had.

"These banners sort of seem like something Luna would have." Twilight mused and she brought a hoof to her face. "Oh of course, that symbol is a representation of the moon shadowing the world!" She stated to herself with a shake of her head. She then blinked and looked around warily. 'B-but, does that mean Nightmare Moon is here?' Twilight wondered warily. She nearly jumped at any of the sounds around her. However remembering not to let her fears get the best of her, Twilight took several deep breaths and returned to her mental checklist.

Soon finished, the little mare continued on her way through the castle when a soft song echoed in her ears. The song had no real music to speak off, it was but a simple series of "La's" that formed together into a soothing melody. The singer quite clearly female. Her ears strained to pick up the song which soothed her to the point of nearly falling to sleep. Her hooves soon had her trotting through the castle in search of the pony singing the enchanting song. Twilight briefly wondered if one could actually infuse a charm into a song, and if so she felt it would be nice to learn how.

But the song called to her, it held her attention and didn't want to let go. She felt her hooves clop against the stone floors as she continued her way through the castle. She continued even as it stopped and started all over again multiple times. Yet no matter how long she looked, she couldn't seem to find it's source. She looked through room after room, she wandered corridors, and yet she could never find the songs source. The little lavender pony soon wandered out of the back of the castle, there a pony sat in an ancient spring.

The pony was an alicorn, her mane and tail a soft powder blue, her coat a darker blue, and eyes closed as she sang. It was only the black inkblot on her flank, with a silver crescent that showed who the pony was. 'Luna?' Twilight questioned, and then approached as the alicorn continued to sing softly. Twilight knew she was in some kind of illusory charm, but she had no idea how realistic it was supposed to be. 'Can she hear me?' Twilight wondered as she approached the softly singing princess quietly.

'I wonder if she really sings so well... and if she does, why doesn't she sing anymore?' Twilight wondered as she slowly came to rest next to the singing princess, only slightly surprised to see she wore no regalia. She ignored that however and closed her eyes, her body relaxing as she listened to the haunting melody of the lunar princess. She reasoned she should probably try and speak with the princess, but... she'd rather just sit and listen to the song just a little more. She didn't move, simply stayed silent and listened to the haunting melody.

Soon Luna sighed and looked to the sky, a sad frown crossing her face. The moon hovered overhead and shined down upon her. "Another night alone." She mumbled quietly, her voice soft and gentle. Twilight remained silent, even as she came out of the spell the older mare's song had put her under. She looked to the princess, and for the first time noticed how sad she appeared. She wanted to say something, but the alicorn vanished an instant later, the land itself suddenly changing around her as she did.

The castle began to crumble, the spring dried, and the forest grew dark and oppressive. All the while a far more sinister voice sang, this song sounded deeper and bore an unmistakable trace of evil. Twilight shivered as she looked around, now easily recognizing the place she was in. "The Castle of the Royal Pony Sisters." Twilight murmured and jumped back with a yelp as an echoing laughter echoed from within the castle. The purple pony steeled her nerves, narrowed her eyes, and frowned. "Nightmare." She whispered and galloped forward, into the ancient castle and all that awaited her within.

Daring found the tunnel was far longer than she originally anticipated. However it was nothing compared to some of her other adventures. Galloping all around the world, often times with a broken wing or leg, had left her amazingly resourceful. Though even she could admit that this was a new one on her. Locked in an ancient tower looking for an even more ancient castle beneath it. Meeting a pair of living alicorns, and learning they had a mother. Discovering the Golden Door among other more minor feats. It had honestly been a good day.

"Now I just need to find the end of this tunnel and it'll be a great day." Daring grunted as she continued to slowly make her way down the tunnel. She noticed that she'd been correct, the tower wasn't able to change the ancient tunnel. She had a theory that it was likely due to the fact that it wasn't part of the tower. "But then again, if it's magic seeped down this far it could still change the tunnel if it wanted too." Daring admitted to herself, even as she continued to wander down into the ancient tunnel.

"How far does this thing go?" Daring wondered to herself as she continued and came to a corner. She grimaced to herself and slowly slipped around the corner. A rock poked into her back from behind, it's point dangerously sharp. The explorer halted for a moment and breathed in and leaned forward. She slowly passed the sharp rock and exhaled her breath. That done she continued down the thin tunnel. The khaki mare mentally sighed and wished she had something more interesting to do than shimmy down a tunnel for hours.

'Aw who am I kidding, most of my time I'm dodging death traps, this is like a well deserved vacation!' The khaki mare admitted to herself with a smile. Much as she really hated being bored, she could appreciate the more humble trip she was on now. She was fine with death traps, but after a thousand tombs and ancient temples, it got old real fast. Of course she only felt it was old now that she was in the real world. She reasoned that it had something to do with her presence in the real world.

'Likely when I'm in the realm of imagination my thoughts and personality are influenced by my writer and the ponies who read my story. But when I'm out here, my thoughts are my own so are only influenced by my memories.' Daring mused as she continued further into the tunnel. She decided that while she still didn't mind coming from a book, she really didn't like ponies influencing her personality. She also decided that she really hated how long this tunnel had turned out to be.

Daring quickly shook that off, she narrowed her eyes and returned to her voyage into the unknown. Silently the khaki pegasus made her way through the tunnel. She passed several more turns and jagged rocks before she finally arrived at an exit. "It's about bucking time." She muttered under her breath and slipped out into a large open space. Daring took a moment to simply observe, and felt a feeling she couldn't quite explain. Dream Castle in many legends had been a simple, but happy and warm place. The reality wasn't quite so nice. Or perhaps time had merely changed it.

Dream Castle was a simple four walled castle with a guard tower at every corner, a single larger tower in it's center, and a large draw bridge. The outer structure was made of some kind of stone, but had been covered in moss and vines. It's walls had half collapsed after decades of disuse and millennia buried. The central tower was missing a massive chunk yet still standing. And the land all around it was barren and cold.

"This didn't happen naturally." Daring whispered quietly as she looked at the rocks. Some of them were jutting up at odd angles. It was almost like something had moved all the earth and rock to close in on the ancient castle. Whether or not such a being had existed was beyond her, but it didn't matter. Daring trotted forward and came to the old draw bridge leading into Dream Castle. It's wood had long since rotted, and the chains holding it had rusted and broken apart. It was clear that the castle's door could no longer rise to ward off any intruders.

"Jeez, this place is a mess." Daring muttered as she opened her wings and flew into the castle. Slowly the mare explored the ruins of Dream Castle, that same feeling growing inside her chest. The interior wasn't much better than the exterior. Everything looked to have been removed, a few bookcases here or there were barren. A couple of old benches and tables had fallen in on themselves. Tapestries had been shredded or ripped apart by something. All and all the ancient castle had been left as less than a hollow shell of it's former self.

"I guess I won't find anything here." Daring noted quietly as she glanced around. She took stock of what was left and decided it would be best to just leave. The castle had nothing of interest to her, and she was starting to feel... depressed. Really depressed. She turned on her hoof and began to leave the ancient crumbling castle, only stopping to look at the central tower. It was with great trepidation that she even considered entering the tower. Even if her knowledge was minor she knew who had lived there once.

Majesty, the only "Queen" unicorn who really mattered in her eyes.

Taking a deep breath Daring approached the ancient tower and entered. The wooden stairs had rotted away just as the majority of wood within the castle had. It still depressed her to see all of this. She wasn't really sure why it would depress her so bad. She'd seen worse in her own world. "Then again, in my world those places aren't actually real. This is like the birth place of pony society I'm walking through, and it's in ruins." Daring mumbled quietly. She then opened her wings and shot up into the tower. She found herself in an ancient bedroom, one left just as bare as the rest of the castle.

"Okay, just a quick check around, then I leave." Daring stated while making her way through the ancient room. She took only a step forward and her hoof fell through a part of the rotten wooden floor. "Yeah, this totally won't work." She muttered and flapped her wings. She flew over the wooden floor and started looking around the ancient room. Not much was left, what little there was could barely be identified. Daring knew for certain nothing of Majesty's would be left behind. Or at least she sincerely hoped not.

"Majesty was, and supposedly still is, the single most powerful Unicorn to ever live. Her artifacts would be extremely dangerous if they fell into the wrong hooves." Daring noted under her breath, then stopped and raised a brow. A nearby floor board had fallen through, revealing it was a sort of trap door. Beneath the trap door, something metallic and gold shined through. "Oh Hay no..." Daring whispered, eyes wide as she approached the boards. "please don't be what I think it is." She pleaded and slowly opened the trap door to see what had been hidden.

Four golden horseshoes lay beneath, ancient yet still shining brilliantly, and giving off a very powerful magic.

Daring slowly reached her hooves down and gathered the shoes into her arms. She pulled back for a moment to quickly look around then shot down into the castle proper. She dropped the horseshoes to the ground and journeyed back up into the tower. She collected several pieces of old wood and zipped back down stairs. Dumping the wood she sat down and pulled a flint and bit of steel from her pocket. "Always be prepared." She murmured as she placed the flint down and gripped the steel between her teeth.

Flint ready the khaki mare took a breath and then twisted her head to drag the steel against the flint. It gave a sudden intense spark which shot off into the old rotten wood. The wood didn't light, though it was dry Daring feared it may be useless to her. But she tried once more if only to be sure. With another twist of her head and another spark was sent flying into the wood. This time the spark burned and Daring quickly leaned forward to blow on the wood. A moment later the wood blazed and a small fire crackled to life. The fire, while decidedly small, was all she needed.

Daring quickly galloped back to the shoes, took only one, and tossed it into the flames. She waited, she kept away from the fire as it burned with the shoe within it. 'Please don't be what I think it is, please don't be what I think it is.' She mentally pleaded and watched the smoke flow from the small fire. Slowly, the mare approached the fire as it began to fade, smoke rising and spreading through the cave. The khaki pegasus watched as the fire soon died, and then watched the golden horseshoe. She gave a sigh as after several moments nothing happened.

"Okay, so they aren't..." She started to say, yet halted as something happened. The shoe still hot from the fire changed, a series of burning red runes forming along it. "Oh buck me." The mare muttered in a hushed breath and trotted around the shoe for a moment. She tapped the shoe, idly noted it was cool to the touch, and quickly knocked the shoe away into the pile with the rest of them.

She knew of these horseshoes, truth be told many explorers knew the old stories. While fact had been lost, the horseshoes had become a thing of myth alongside many other ancient artifacts. Daring had only found actual information on them by accident, and even that had been by sheer luck. All she found was that they were made by Majesty in her youth with forgotten magics and runes. In her age she had used them to protect the ponies of Dream Valley, and so stories of their power spread. Those stories became legends and those legends became myth. Now they were sitting right in front of her.

And she had no bucking clue what they could actually do.

"The Mystic Horseshoes." Daring whispered as the markings on the shoe she'd moved slowly vanished. The pegasus approached the horseshoes with great caution. Within her mind dozens of the old legends and myths about the horseshoes warred. A few stories also came to mind, not the least of which had always depicted the shoes as having a will all their own. "They are enchanted, and enchanted artifacts often gain a mind of their own." Daring admitted to herself. She tapped one of the shoes with a hoof, and then breathed when she felt no pull from them.

While she was no unicorn, she'd encountered more than her fair share of enchanted artifacts. As a result she had built up a kind of sense, which allowed her to tell when something was enchanted at a touch. These horseshoes were enchanted, but unlike the living ones, it had no pull or voice to them. The tower had a mind and unlike these shoes, she was able to tell that it was very much alive. "But that just makes me wonder which parts of the stories are true, and which are false." The khaki pegasus admitted to herself as she looked over the old horseshoes.

"Invisibility and long life are the most recurring powers the shoes are supposed to carry." Daring admitted to herself and then clicked her tongue. "But Majesty was a powerful unicorn, so the extended lifespan isn't that surprising in her case. And no pony has actually worn them since she passed on." Daring admitted to herself. She was still mentally glad that the "Will of their own" bit about the shoes was wrong. The whole long-life thing would still be hard to test, but she at least had reason to doubt they could endow a pony with such a thing. Though, even invisibility alone was a very dangerous ability.

"Not to mention I can literally feel all the magical power coming off of these things and I'm not a unicorn." Daring murmured to herself. The pegasus trotted in place for several moments, worriedly looking here and there. "Alright, buck it, I'm testing 'em." The pegasus muttered and approached the shoes. Flipping them into formation the pegasus hopped onto the shoes and felt them attach to her hooves without nails. An instant later she shivered as the world around her shifted for a moment, before she looked down at herself.

"Uh... well, I don't feel invisible." Daring mumbled to herself and lifted a hoof to look at the shoe. "How do these things even work?" She questioned and turned her hoof around to gaze at the shoe on her hoof. A moment later a sound like thunder tore the mare from her thoughts. She looked all around, the thunder echoing out across the castle and leaving her wary. The thunder continued, growing louder and louder. "What the?" She questioned, and then widened her eyes when a loud roar suddenly echoed.

"Oh buck." Daring muttered and turned as something slithered nearby. "Why does everything I find always end up having some kind of guardian?" The mare questioned no one, then yelped as a massive pair of wings opened up above the castle. She was left wide eyed as a dragon's head rose up and a pair of violet eyes narrowed on her dangerously. "Well, that certainly seems like my cue to get the buck out of Dodge Junction." The khaki pegasus decided and lunged out of the castle as the full grown magenta dragon breathed a stream of fire at her.

The mare slipped into a skid out of the castle, missing the flames by barely an inch. She quickly leaped to her hooves and lunged out of the castle. She jumped over the dragons tail and quickly looked for a way out of the cave. The crevice she'd used earlier would likely be a death trap if she tried to use it to escape. With that in mind, the grey-scale maned mare looked all around and then deadpanned when she saw a massive pair of doors.

"That tower is just trying to mess with me now, isn't it?" The mare grumbled to herself. At a roar from the dragon Daring turned around for only a moment. The beast was crawling down from the castle, a deep snarl stretched across its face. "Well even if it is, I am not standing in front of an angry dragon! There's being daring, and then there's just being stupid, and I'm no idiot!" Daring declared as she galloped for the doors. She heard the dragon roar behind her, its snarls echoing within the cave beneath the tower.

She looked back only once, and saw a now thoroughly angry dragon glaring at her. The beast then pulled itself free of the dozens of centuries worth of rock and stone that had built up over top its body. It shook for a moment, throwing loose pieces here and there and then roaring loudly. Daring turned and galloped to freedom, the doors to the tower opening for her on her approach. "Now it helps me." The khaki coated pegasus muttered as she galloped into the tower and hopefully away from the angry Dragon...

Faust sat below Rainbow Dash's cloud home. The cyan pegasus was busy putting away her academy uniform. After she was finished with that they were going to busy themselves with something until time rolled around for Pinkie's party. The off-white mare sighed happily as a warm breeze brushed against her coat. "It's a beautiful day in Ponyville." The ancient alicorn decided to herself. However she then glanced to the side in time to see three fillies rush towards her.

"C'mon, guys! Rainbow Dash gets home today!" The voice of an excited filly cried. A smile tugged at Faust's face as she turned in time to see an orange purple maned / tailed pegasus pony galloping towards her. Following closely behind was a yellow earth-pony filly with red mane and tail with a bow. And finally trailing behind was a snow colored unicorn with a pink and purple striped mane and tail. The three, rather notorious fillies, brought an amused giggle to the ancient alicorn as she remembered three similar trouble makers from her youth.

"Of course Ember, Baby Surprise and Baby Moon Dancer were never quite as adamant about finding their symbols." Faust admitted to herself. She then frowned and thought back to the two fillies who were named after their mothers. "Surprise said she named her that because she was literally a surprise. While Moon Dancer named her filly that because... well, she was really lazy." Faust noted to herself with a shake of her head. She remembered Moon Dancer fairly well, a typically sleepy and lazy pony who specialized in sleep and dream magic.

"Sort of like Luna now that I think about it." Faust mumbled to herself. Now she had to wonder if Luna was in some way a descendent of her old acquaintance. She and Moon Dancer had never been friends, not since the lazy pony had put Cotton Candy under a sleep spell. Had it not been for Twilight, Cotton Candy would've been forced to sleep until winter. She admitted that Cotton Candy shouldn't have eaten her bluegrass and flowers, but putting her under a sleep spell was just going way too far.

"Hey, who are you?" The voice of a brash young filly questioned, breaking the ancient mare from her reverie. The older mare blinked for a moment and then smiled upon seeing three fillies.

"My name is, Faust." The older mare replied watched saw the yellow filly scrunch up her nose cutely.

"At's kind of a weird name." She noted aloud, her friends nodding in full agreement.

"Yes well, perhaps you three could introduce yourselves?" Faust questioned, mentally restraining the urge to introduce them herself. After several odd looks from the ponies she'd met over the last few days, she realized most normal ponies didn't really appreciate her introducing them.

"I'm Apple Bloom!" The yellow filly cried.

"Name's Scootaloo." The orange pegasus declared with a buss of her wings.

"And I'm Sweetie Bell." The unicorn stated with a smile.

"Together we seek out our special talents!" Scootaloo declared.

"So we can finally get our cutie-marks!" Apple Bloom stated, her friends nodding their heads in agreement.

"And so we are..." the three fillies began in unison, then took a quick breath. "THE CUTIE MARK CRUSADERS!" The fillies exclaimed as one, Faust quickly bringing her hooves to her ears. The sheer volume that the little fillies managed was impressive to say the least. Even Rarity hadn't managed to scream at her quite that loudly. Once the ringing in her ears had finally passed, the off-white mare chuckled nervously.

"Uh, right." She mumbled and watched the three.

"Hey!" Sweetie suddenly called as she pulled Faust's wings open, however was looking at her cutie-mark instead. "Look at this, she has a quill and inkwell as a cutie-mark." Sweetie noted and her two friends looked at it with her.

"Huh, what in tarnation does 'at mean?" Apple Bloom questioned aloud. Faust giggled into one hoof and cleared her throat.

"It means my special talent is writing, or creativity." Faust replied with a smile.

"So you just write books?" Scootaloo questioned with a frown.

"No. While my specialty is technically writing, I'm also a Story Teller, Librarian, Archivist, a Songstress, not to mention I happen to be a Master Charm-Caster, Enchantress, and Warder." Faust listed with a proud smile.

"What's a Charm-Caster?" Scootaloo questioned as she scratched her mane. Faust couldn't stop a minor twitch, then mentally groaned as Apple Bloom frowned cutely.

"Or a Warder?" The yellow apple filly questioned innocently. Faust twitched once more, she only just barely stopped herself from bringing her hoof to her face. Why was it that no pony knew about charms, wards, or enchantments in this age? She'd always thought it a fairly easy field of magic to learn. Then again perhaps that was why it had fallen into disuse, or it could have been because of the stigma with Charms in general.

"How do you master being Enchanting?" Sweetie asked finally and Faust nearly face faulted. "I know Rarity is really pretty and nice but she's never called herself a 'Master' Enchantress before." The white filly noted aloud. This time Faust couldn't resist bringing her hoof to her muzzle. She groaned under her breath, put her hoof back down, and shook her head sadly.

"A Charm is a type of spell that is powered by imagination and feeling rather than intellect and power. A Ward is a form of protective spell that can cause a variety of differing effects. The most basic merely repels unwanted intruders, more advanced wards can actually due more interesting things. As for an Enchantress, that means I specialize in Enchanting, which means I can create powerful magical relics." Faust explained to the three fillies. At once they each made an Oh with their mouths then looked to one another.

"So should we get Sweetie to try for a charm cutie-mark?" Scootaloo questioned and Apple Bloom frowned.

"Nah, don't sound that interesting." She replied much to Faust's annoyance.

"What about Enchanting things? I could be like Rarity, but instead of pretty dresses I could make magical jewelry!" Sweetie declared with a grin and the other crusaders frowned.

"What would a cutie-mark like that even look like?" Scootaloo demanded and Faust answered without thinking.

"If you base it off of Sparkler, who happened to be a master Enchantress herself, or a number of other enchanters then it'd likely be several diamonds like Rarity. However given her personality I would assume it would be a bell of some kind. If not it'd look like the first object she ever enchanted." As soon as the words passed, Faust mentally cursed and quickly brought her hooves over her mouth. The crusaders blinked and then looked from one another, back to Faust suspiciously.

"Wha..." Scoots finally said with wide eyes. Faust however smacked her head and groaned.

"N-never mind, forget I said anything!" The mare pleaded and wished she could turn off her brain if only for a few moments.

"Hey! What's going on down there?" The voice of Rainbow cried out as the mare looked down from her cloud home. Upon seeing Faust surrounded by the Cutie-Mark Crusaders, the mare sighed and zipped down to her new friend. "Jeez what are you girls doing to her?" Rainbow asked with a raised brow. Much as she liked Scootaloo, even she could admit that the kid and her friends could be a terrible trio.

"Oh hi Rainbow Dash!" Scootaloo exclaimed while instantly forgetting about Faust. Said off white mare sighed in relief, and made a mental note to control her mouth. Emotions, that was easy for her to control, but her intellect, she honestly had problems keeping it in check. In fact, back in her younger days she'd always been considered to be a bit of a know it all for her mouth.

"Yeah, nice seeing you again Scoots," Rainbow Dash told the filly and ruffled her mane. "Say, me and Faust here were about to head over to a party with Pinkie. You girls wanna come with?" The cyan pegasus questioned. The grins from the three fillies was all the answer she needed. The prismatic Pegasus left, Faust followed behind the mare, while the Cutie-Mark Crusaders bounded all around them. Although happy that Rainbow had temporarily prevented the crusaders of getting too suspicious of her. She couldn't help but feel an ill wind pass through town.

Twilight galloped through the strange castle, a sense of unease growing in the pit of her stomach. That sense of unease was soon increased ten fold as the castle changed around her once more. The ruined castle changed into the one from before, strong and sturdy. Nightmare's song was gone, and instead she saw a familiar alicorn trotting down a corridor. "Princess Luna." Twilight realized and trotted to the mare. She followed the princess as she passed several guards in armor that covered nearly their entire bodies.

Had she been in the mood, Twilight would probably take a moment to study the armor. It wasn't very often she got to see what ancient ponies wore. Though this was technically an illusion, the lavender unicorn was almost entirely certain that Faust had taken her time to research everything possible for it. Regardless, Twilight followed Luna down twists and turns and long hallways. She soon found the princess of the night approaching a room, one with her banner hanging outside of it's doors.

"Ma'am." A guard uttered as Luna passed into what Twilight assumed was her royal chambers.

"Sir knight." Luna muttered under her breath and entered her chambers. Twilight quickly galloped after Luna, however much to her annoyance the corridor changed just as she neared the door. Instead of the castle she found herself suddenly walking into a sunny glade. The little lavender unicorn was understandably disorientated by the shift, and glanced here and there curiously. The sunny glade had an old beaten path leading to a tiny village. She noticed with no small amount of surprise the occasional pony on the road waving as she passed.

The little lavender unicorn waved as well, and idly noted she was wearing an old beaten cloak. She raised a brow for only a moment, then decided it was unimportant. The fact she could feel the sun on her coat, the smell of spring flowers carried on the wind as it blew through her mane, and the soft crunch of dirt beneath her hooves, that interested her far more. She couldn't decide whether or not she was amazed or excited. She really felt like she was walking down the beaten path. It was all so real, and yet so relaxing at the same time.

'What is Faust playing at?' Twilight questioned as she continued down the path, only to stop at a strange stone arch. The odd arch was made of a simple grey stone with a number of runes cared into it. The little lavender mare looked through the arch, and frowned upon seeing a different scene passed it. 'Okay this is a bit more like what I expected... I think.' Twilight thought with a frown and looked all around the arch for a few moments. The lavender unicorn soon sighed and silently trotted through the arch.

An instant later, her eyes bolted wide and a voice whispered into her mind. "Fear has been passed, peace left behind, journey through rage and sorrow to reach the end." The voice echoed ominously, Twilight swaying in place for a brief moment before regaining her balance. Shaking her head Twilight continued forward into a world of fire, a forest lit ablaze, fields roaring and in the distance a massive tower. 'Something tells me I'm supposed to go there.' Twilight reasoned and continued to trot towards the tower.

As Twilight trotted forward she began to notice an intense feeling at the back of her mind. It wasn't exactly a painful feeling, truth be told she found it annoying but not at all painful. As she continued forward she noticed the feeling become more and more unbearable. She stopped for only a moment then grit her teeth as she continued to march towards the tower. Her body shook and her breaths came in short hisses. The little lavender unicorn soon realized that the more unbearable the feeling became, the hotter it seemed to be.

A moment later she heard a growl and looked up for what made the noise. However she then heard it a second time and recognized it as her own voice. She snorted a burst of steam from her nose and continued to march forward. The feeling constantly growing stronger and stronger. Her hooves stomped into the path, dirt sizzled beneath her hooves and her entire body felt as if it were on fire. The heart had become a raging inferno and the unicorn stopped and tried to block out the feeling that had plagued her.

She stopped and panted, her eyes became bleary as the world wavered before her. The heat grew and for a moment Twilight could swear that the tips of her mane started to light. Her hooves turned a creamy white color as well. She assumed she was hallucinating from the strange heat all around her. The unbearable feeling at the back of her mind persisted and grew stronger. It pulsed and she grit her teeth, her mane completely blazing as red rings formed around her pupils. She snorted once more, a stream of fire flew from her nostrils and the heat grew stronger all around her.

'What's wrong with me?' Twilight mentally demanded before her eyes bolted wide open. 'Faust mentioned anger and a burning charm, fire, heat! She's trying to make me angry!' Twilight realized and took several deep breaths and used her mental checklist in order to calm down. The little lavender unicorn then marched forward, her hooves lighter as she went towards the tower in the distance. She constantly maintained a strict control, never once letting her anger grow any worse than it had been as she approached a new arch.

This arch was made of obsidian with glowing blue runes.

She honestly didn't care at this point. Anything that would get her out of this mess would be a vast improvement. So she galloped forward and jumped through the arch into the next world. She landed on her side, her coat a simple lavender again, her mane made of hairs. Her eyes opened and she took several breaths as she entered into a calm cool world... and then she gasped. All around her it was raining, the forest surrounding her was dead, the dirt beneath her hooves was barren and dull. Graves lined the path to the tower which seemed even darker than it had.

Twilight had left the fire, true, but had ran head long into a grave yard.

The little lavender unicorn whimpered quietly and rose to her hooves. 'And here I thought I already got passed fear!' The mare thought and took a step forward, thunder echoing in her ears as she went. Lightning flashed passed the dead trees to illuminate the headstones around her. As she continued on her way she found her eyes pulled toward each and every stone. The names on them seemed familiar, yet at the same time she just couldn't place them. A part of her mind knew these names and the ponies who bore them, but she couldn't remember who they were.

Onward down the path she went until finally the names started to become clearer. Ponies she knew in Celestia's school, old acquaintances from before Ponyville, guards who protected her when she began to live in the castle. None of them were of much note or merit to her, but that didn't stop the tears. She continued forward she felt her eyes water and tears flow as she continued to more and more familiar names. Pony Joe, The Cakes and their twins, Lyra and Bonbon, Berry Punch, Derpy Hooves, the names went on and on and tore at her mind.

She used her mental checklist to stop it, she continued forward into the graveyard and nearly broke down. She couldn't close her eyes as she passed the names of her friends and family. Of the princesses and even Spike. Names of those she deeply cared for left on withered old graves. The little lavender unicorn felt her tears flow and choked on a sob she had to stop and wipe at her eyes as the unbearable feeling of sorrow started to eat at her. Everything and every pony was dead, nothing was alive around her.

'It's not real!' She screamed in her mind. She sniffled for a moment and reused her mental checklist, she breathed and stood back up. The rain pounded on her now as she approached the next arch. The wind blew a chilling breeze against the thoroughly drenched mare as she approached the arch. Thunder roared in her ears and yet she breathed, she counted, and she tried desperately to imagine the sunny glade from before. The peaceful setting in which she'd been so safe. Though, truth be told, anyplace was better than where she was right now.

She finally approached the next arch and walked forward. She passed through and found herself within the tower at last, a song echoed across the halls. Much as Nightmare and Luna's songs, this song had no music or words, just a tune song by a single mare. But it was neither Nightmare nor Luna this time, the voice was different, and the song was as well. Luna's song had been a gentle lullaby, a melody as sweet and gentle as the night, Nightmare's song had been harder and more aggressive, just as Nightmare was, but this was something else... it was a dirge.

A soft song that spoke of grief and lament.

Twilight gulped and slowly cantered through the halls. She noticed that they were now significantly more decimated than those she had seen before. It was older than it had been when she and her friends had went to battle against Nightmare moon. Twilight wasn't sure if she was more frightened by that prospect or the soft haunting dirge still echoing through the castle. 'I thought I reached the end?' Twilight mentally questioned as she continued to make her way through the ancient castle and finally found the source of the dirge.

In the throne room, resting in shadow was an alicorn. She rested on a dais with no throne, a series of windows broken around the room, laying down and seemingly unaware of her surroundings. Her head was bowed and a long black mane fell to the side of her head, a streak of pink and purple cutting through the black. Her tail was the same as her hair, black with stripes of pink and purple cutting through it. Silver armor covered a large portion of her body and her purple wings had been spread slightly to obscure her. Yet the most tragic thing Twilight could see, where the tears still spilling from her eyes.

"Um... hello?" Twilight whispered as she approached the weeping mare. Her dirge briefly ceased and a pair of dark violet eyes looked at her from behind a wing. Twilight also noticed that this Alicorn more closely resembled a normal pony with a short muzzle, her body was a bit taller and curvier than normal but that was likely from exercise given her armor. "I'm sorry to interrupt you, but would you happen to know where I am?" The little lavender unicorn questioned. The alicorn lowered her head and closed her wings around her body.

"The end." The voice was still young, but Twilight noted a loss of feeling and life from it. Strange considering an Alicorn was essentially immortal. Her tone was dry, blunt, and presented in a perfect monotone. Had it not been for her dirge Twilight would have assumed she was an emotionless husk. A reminder of what happened to the pony who was consumed so completely by sorrow.

"Uh... then have I passed my test?" Twilight questioned of the mare and she sighed.

"No pony ever fully passes the test. It's a never ending struggle. Especially for those with time." The alicorn responded in turn, a single eye looking to the little lavender unicorn with a silent intensity that frightened Twilight. 'Something about her really unsettles me.' The young mare thought to herself while shifting uncomfortably under the alicorn's gaze. She also couldn't shake the strange feeling that the alicorn was somehow familiar to her.

"Well, I don't mean to be rude, but how do I know when the test is over?" Twilight questioned and the alicorn mare suddenly rose up to her hooves. She wore a helm, wing guards, chest plate, and bracers of sterling silver with a strange star on her chest. Her wings were long and she used them to obscure her cutie-mark. Finally her eyes Twilight could now see had a sort of black eyeliner around them that sort of resembled the style Rarity had always worn. The strange alicorn looked to Twilight and vanished in a flash, before she popped back into existence in front of the little lavender mare.

The strange part was that her height was significantly less than other Alicorns, only standing a bit taller than Twilight herself.

"You'll know when you're ready." The mare stated and Twilight chuckled while taking a step back. Something unnerved her about the monotone and blunt way this mare spoke. It was almost dead in the way she approached.

"Err, right. Well I'm Twilight. Twilight Sparkle, student to Princess Celestia and Ponyville Librarian." Twilight offered with a smile and yet the alicorn merely tilted her head. "Umm would you happen to have a name?" Twilight questioned nervously and the strange alicorn nodded her head.

"Nocturne." She replied softly while looking away. 'That seems oddly appropriate.' Twilight admitted if only to herself given the voice Nocturne was blessed with could be compared to that of Luna herself. Although Twilight also had to wonder what Nocturne governed over given how each Alicorn seemed to have a station. 'Or at least what Faust made her to govern over.' Twilight mentally amended while staring at Nocturne. Had the little lavender unicorn seen the alicorn's cutie-mark, she wouldn't need to ask that question for far more would need be answered instead. For on her flank, rested a simple magenta star-burst with six black stars surrounding it...

TBC...

Author's Note

Finally! It took me quite a while before I was satisfied with this chapter, but I think I finally got it. Also, Majesty DOES have four magic horseshoes that turn her invisible, she would use them as well as a Crystal Ball, or Magic Mirror, to protect her ponies. All three artifacts are now accounted for in this story. As a little bit of observation, given the number of "Lord of The Rings" inspired stories with MLP, I'm actually very surprised these artifacts from Gen-1 have never been used before.

Luna being a songstress came from an old video-game I used to play, and still love, Lunar, Silver Star Harmony, which took place on THE MOON, with a main female character named Luna who could sing beautifully, and was briefly corrupted into a dark godess who sung a song of death. Basically the two songs sung by Luna were from that game as it seemed almost disturbingly appropriate in my head, and worked out oddly well.

As for Daring, yes, she's being chased by a Dragon while Luna and Celestia are being hunted down by an ancient spirit of fire... and ponies wonder why Faust doesn't like visitors! I also realize the bit with Faust and the crusaders was a bit rushed, but I didn't want to just randomly skip to Pinkie's party, I felt I needed at least a little more time between the last chapter and the party for some reason. It did help the she met the crusaders, and probably surprised them with the bit about their cutie-marks.

As for Nocturne, she is not the typical depressed Twilight is corrupted by The Nightmare. Yes she sings a dirge but that does not mean she's the new Nightmare, I actually have a reason for her physical changes in appearance as well. But I suppose you'll have to wait and see the next chapter to understand that.

Also, more exposition and Twilight gets to go through another test on her path to becoming an Alicorn. I suppose you could say this story is meant to happen directly before Magic Mystery Cure. Anyways nuff said I'll talk to you later, bye bye!

The Vacation: Day 3 Part 5

The Vacation Day 3:

Nocturne...

Nocturne watched Twilight with interest. She had been, somewhat, impatiently awaiting her arrival for some time now. Her violet eyes, a match to Twilight's own, gazed at the younger pony silently as she wandered around her body. Her wings obscured her cutie-marks for the moments, or Emblems as Ponies had come to call them. Nocturne found it a much more fitting name. It was also somewhat ironic if one looked at how Cutie-Marks were originally called Symbols.

They started as Symbols, became Cutie-Marks thousands of years later, and later still would likely be changed to a more gender neutral "Emblems". Symbols had also been Gender Neutral, why it was changed to Cutie-Marks, Faust had adamantly hidden from her. Though there was some talk of a weird pony named Tootsy Flute or Toola Roola or something calling them that. It was debatable in whether or not Cutie-Mark was Gender Neutral, but even she heard a more feminine ring in Cutie-Mark than Symbols or Emblems.

"So your name is Nocturne," Twilight murmured as she trotted around the mare. "you're an Alicorn," She continued while Nocturne watched her. "and you seem to wear battle armor." Twilight finished with a thin frown.

"It's actually Combat Regalia, quite common among royalty I assure you." The admittedly short alicorn responded dully. "Celestia and Luna have some as well, but in your era they rarely need it." Nocturne explained softly, her monotone voice breaking Twilight from her musings. "And really, the only reason I wore this is because I have like a thousand different Regalia and change them when I get bored of wearing the same thing." The alicorn stated as she watched the lavender unicorn blink for a moment.

"Wait, so you actually change your clothes?" Twilight questioned and watched the alicorn look at her with a frown. "Oh, um, yes well I mean, I've seen Celestia's before. But I would have to assume Luna's was the armor Nightmare Moon wore." Twilight replied nervously. Nocturne felt a stray ghost of a smile tug at her lips before closing her eyes and sighing.

"No. That was actually crystallized magic hardened onto her a thousand years ago." The alicorn explained and looked at an armored hoof. "Luna's actual armor is actually more detailed than what Nightmare wore." Nocturne stated, her eyes dull and almost listless. She watched Twilight shiver and shift uncomfortably in her presence. She knew that the little mare was very nervous around her. At her age she would've been as well. Then again, at her age she was very afraid of her. Looking back now, older and wiser, she actually found this all quite amusing.

"A-are you the pony who lost her emotions to a charm?" Twilight questioned nervously. She shifted nervously on her hooves while the alicorn watched her. Nocturne mentally smiled, the mare was curious and frightened, and she was right to assume she had lost her emotions. Unfortunately she was wrong, she hadn't lost them, merely maintained control of them as she needed. As for charms they were, while not impossibly, annoyingly difficult for her to cast. She had complete control over her emotions but her imagination still left quite a bit to be desired.

"No." Nocturne stated, still in a monotone. "I simply have a tighter grip on them than..." She halted her speech and clicked her tongue. "... others." She finished with a noticeable frown on her face. She meant Faust of course, Twilight could know that, but explaining that Faust was still alive, that would be a bit harder. Then again explaining to Twilight that she was one of roughly a dozen probably outcomes of her future, that would be a mess as well.

"So, why do you sound so..." Twilight struggled for a word, then shrunk back. "... dead?" The little lavender unicorn was still scared of her. Nocturne wondered why, if it was because she was so calm, because she had sung a dirge not long ago, or because she resembled a short Nightmare. Then again she could simply be terrified of angering an alicorn. Which, in her own opinion, was a fairly intelligent fear. Alicorns, even in her time, were still quite possibly the single most formidable beings in all of Equestria, and she was more so than some others.

"I just do. Do I have to have a reason?" The alicorn questioned with a curious tilt of her head. She watched Twilight sputter for a moment, then struggle with her answer. She clearly assumed there was a reason for her being so monotone and dull. In all honesty there really wasn't besides the fact her fellow alicorns were all somewhat zany. She cared for each of them dearly, but after thousands of years she tired of their antics. She also hated all the short jokes from Discord, he seemed to think it was hilarious. Oh, and she got bored of most things rather easily, that was also a part of her monotone and dullness.

"I guess not, I sort of assumed you were really sad and trying to hide it." Twilight admitted. Nocturne wasn't sure if she was amused or disappointed in the mare. Had her dirge really led her to believe that she was sad? Perhaps she had envisioned her as a depressed alicorn on the cusp of falling to the same darkness as Luna. Well she was sorely mistaken. Her dirge was in honor of her first friends, once every hundred years she came here to sing it for them. The day was chosen for it was the last day that the last of them had lived to. The dirge was a song not only of grief and longing, but also of hope.

"I am afraid that I must inform you that I am neither depressed, nor am I especially evil." Nocturne noted with a roll of her eyes and trotted around the lavender mare. "Sometimes I wish to sing a somber tune, not all music need be happy after all." She stated with a nod, fluffing her wings for a moment and returning to the dais. She had time to talk to Twilight, at least if memory served, and perhaps she could show her a glimpse of a future she could make. She stepped onto the dais and sighed tiredly, closed her eyes and waited for Twilight to approach.

Faust had created her and this world, or rather her charm had done so, based on probability and the information she had access too. She was the most likely outcome, of a dozen, of what Twilight would grow into at this point in time. If Twilight's life didn't go through any radical changes, she would eventually become like her. There was still a rather slim probability that something would change and so Twilight would change. But then again it was just as likely that nothing would change and Twilight would grow into her at some point.

"So you look like a short Nightmare by chance?" Twilight questioned as she approached her. Nocturne inwardly chuckled and outwardly rolled her eyes. Her appearance wasn't "by chance" there was a definitive reason for her appearance. The truth was that long ago, when she was still called Twilight, Princess Luna and Celestia had noticed how she never grew or changed. They attempted an old ritual that bound her to the sun and moon, which also had the effect of changing her physical appearance a bit as apparently she took to the night a bit too well.

"There is a reason for that, but it's kind of a boring story." Nocturne admitted and opened a wing to examine her feathers. She actually hadn't had feathers for quite a while now. That had been caused by a different incident than her dark mane, and the black marks around her eyes. "And I'd rather not go into it if I don't have too." She stated calmly and watched Twilight pout. She had to wonder if she'd really been so adorable at that age, or if perhaps she was just so old now that young ponies were always adorable to her.

"Well can you at least tell me why you're wearing armor?" Twilight questioned curiously. Nocturne hummed quietly and tapped a hoof to her bottom lip. Unlike many of her other questions, that one would actually be rather simple to answer and had no overlying ramifications.

"I'm wearing it because there is a rumor that once every hundred years, Nightmare Moon appears in this place." She finally replied and watched the proverbial mental gears turn in Twilight's head. A moment later the little lavender mare shot her a flat look.

"You're the 'Nightmare Moon' who appears here aren't you?" She questioned. Nocturne resisted an urge to giggle and merely smirked instead. The rumor of Nightmare Moon had been started as a way for her to scare off ponies. She liked to sing in peace and quiet these days. She would still sing from time to time for reasons besides the loss of her friends. She would also occasionally sing to a subject who wished for her too. Yet, every so often, she wished to be alone and sing a somber tune, rather than those she usually did. Besides that, sometimes it was fun scaring her little ponies.

"Can't an ancient alicorn have a little fun at her ponies expense?" Nocturne questioned the younger mare, her voice laced with a teasing tone. The little lavender mare glared at her, she honestly found it quite amusing. She idly wondered if she'd glared back then as well. Probably.

"Doesn't that seem just a little immature?" The unicorn questioned quite pointedly. Nocturne merely rolled her eyes and glanced out one of the broken windows. She knew she was being immature, but honestly, she didn't really care. In her first thousand or so years she'd been the most mature of the alicorns. Luna had been serious until she had discovered video-games and became almost addicted to them. Celestia still pulled the occasional pranks on her for laughs and had a sweet tooth to put Pinkie to shame. Cadence, well actually Cadence had always been a bit silly...

"Maybe, but no pony can be serious all the time," Nocturne replied with a shake of her head. "and I should know, because I actually tried." Clearly from the look on her face, the alicorn's reply had caught Twilight off guard. However she quickly recovered, shook her head and huffed.

"Well in any case can you tell me how I finish this trial?" Twilight questioned with a frown. Nocturne hummed lightly and leaned her head back to look at the ceiling. Or rather where the ceiling had been thousands of years ago. Now she could just look up to see the stars of the night sky.

"Must you be so impatient?" the alicorn mare questioned and glanced at Twilight with a frown. "I would think a break would be enjoyable, even to a workaholic like you." The said lavender pony merely rolled her eyes and frowned. Nocturne sighed, a pout on her face as she looked to Twilight. "Oh very well. In order to wake up you have to answer one question." The alicorn replied and idly tapped her hoof. Truth be told she could end the charm at any point she wanted, but she was kind of enjoying seeing how she was back then.

"And that question is?" Twilight questioned anxiously. Nocturne mentally sighed and looked at the little lavender unicorn with a frown. Had she always been so impatient? If so, why had no pony ever told her how impatient and rude she could be. 'Actually, that might be why I didn't have any friends besides Spike, Shining Armor, and Cadence before I moved to Ponyville...' Nocturne admitted with a mental grimace. That thought now spun in her head, but Twilight's anxiousness was clearly not abated. So the alicorn sighed and thought of a question before she spoke.

"Of the three Fausts you met today, who has survived the Test of Time." The dark alicorn went silent, her question asked she watched the lavender mare. Twilight looked understandably confused, and stared at Nocturne for the longest time.

"Test of Time?" Twilight questioned and Nocturne silently nodded her head. "Aren't you at least going to give me a hint?" She asked the ancient alicorn impatiently. But Nocturne silently shook her head and laid down to watch Twilight. The little lavender unicorn huffed and then crossed her forelimbs with a frown. Nocturne silently watched her, almost able to visualize the mental gears turning in the mares head.

"Clearly the Alicorn of the three has survived time, she would be practically immortal." Twilight noted aloud with a tap to her chin. Nocturne frowned inwardly, yet outwardly remained as stoic and dull as ever. It was a good assumption, but one based on the idea that the true test of time was to live long. "But... no," Twilight decided with a shake of her head and clicked her tongue. "maybe the winged-unicorn." She reasoned thoughtfully. "She's older than the unicorn, she looks tired and she has a good job." Twilight noted to herself. Again Nocturne inwardly frowned, her younger self was close, but that also wasn't the test of time...

"Yet somehow I get the feeling it's not her." Twilight's admittance caught the alicorn off guard. Perhaps she had been wrong and the mare would understand what the Test of Time truly was. "The unicorn... she has a broken horn, an advanced case of thrush, lives in a castle in the middle of nowhere, yet somehow has still managed to master charms to the same extent as the others. The alicorn has all the time she needs to master them. The winged-unicorn is an archivist with access to notes and spells." Twilight said to herself and then looked to Nocturne. The alicorn merely watched her with great interest.

"I think the unicorn was the one who survived the Test of Time. She had less time and a lot against her, but she still did what the other two did." Twilight stated with a nod of her head and watched as a true smile crossed Nocturne's face at last.

"Correct," The alicorn stated and brought her hooves to her helmet. "for you see, it's not how long you live that matters, but how fully you've lived." Nocturne stated as she removed her helmet and laid it down at her side. "Some ponies live for a million years, conquer a million fears, and shed a million tears, yet remain unfulfilled." Nocturne stated as an inky black substance began to slither off of her body, her coat a familiar lavender, mane and tail a dark violet with stripes of pink and purple, a magenta star-burst suddenly visible on her flank...

"While others, who live only a hundred years, constantly battle against their fears, and look to others when they shed their tears, yet they live a life of fulfillment." Twilight 'Nocturne' Sparkle stated softly as the inky black magic became a part of her shadow. She silently looked at her mane, brushed it to the side for a moment and looked to her shocked counterpart. She imagined than when she woke up she was in for a far greater surprise.

"Y-y-you're!" Twilight tried to say, her voice failing her as her brain tried to process what she was seeing. Nocturne smiled softly and rose back to her hooves.

"You've answered my question, but here's a little advice from me to you." Nocturne whispered as she trotted to stand before Twilight, the tips of their horns touching. "Live every day as if it were your last, don't worry about what might have been or what could be. Cherish every moment as if it were precious, for when that moment is gone, it'll never come again." She urged as her horn glowed softly and her shadow rose back up and spun around Twilight. "Till next we meet, in another time, in another place." The mare stated with a smile as Twilight was consumed in darkness and pulled back to the waking world...

Twilight shot up with a gasp and quickly looked around. She was in her room, in her bed, in her library. None of that mattered, what did was the dream / test / illusion she'd just gone through. She'd give Faust one thing, for an illusion it'd been extraordinarily complex and intricate. Nothing had been out of place or... her mind stopped as she spotted something at the foot of her bed. It sat there defying any form of logic she had left by this point. Looking at it was bringing her an ever increasing sense of worry and urgency.

It was a simple silver helmet, a long slit at the top from the base of the horn to the top back portion of the head, a pair of holes for ears and folds of metal falling down the 'neck', and finally a crimson gem centered where the forehead would be directly beneath a horn. The helmet was old, it did not shine in the light nor reflect it, it just existed there. It sat there like it was a real object, but she knew that it couldn't really exist.

It was Nocturne's helmet.

"I'm still in the charm." Twilight assured herself, yet looked around worriedly and bit her lip. "I-I guess could check." She reminded herself and opened up her senses to magic once more. The rush she got was less than what she'd felt before, it scared her. When she opened her eyes she saw her room, it had magic true, but it was in colors and no sparks that formed charms were anywhere around her. Magic still existed around her but it looked different, she found the majority of it was coming from her, the rest from the tree she lived in. The only thing strange was that the helmet was glowing brightly.

"How is this possible!" Twilight demanded as she poked the helmet with a hoof. She turned around, circling the object as it continued to defy logic. She knew that it shouldn't exist, it shouldn't be sitting in front of her, it was part of an illusion. So how was it now resting before her? As she looked at it, she also noticed that it was giving a light pulse. She watched silently for a long while, and then moved away from it. The helmet broke into a silver mist that spiraled out and circled around her body, it twisted and turned and suddenly shrunk down.

The mist condensed and formed into a familiar pendent, only it was in silver. A circle with a black crescent surrounding it, a larger crescent around them with a small circle cut out of it. The same pendent she'd seen in the illusion, yet it was new, silver and positively pulsing with magic. Gravity soon came to the pendent and it landed on her bed with a sudden bounce and a soft plop. Twilight eyed the pendent for several moments. She lightly reached a hoof out to tap it, and frowned as it visibly shimmered with magic.

"What is this?" Twilight questioned and studied the shimmering magic that made up the metal of the pendent.

"Whatever it is, it sure is pretty!" The sudden appearance and voice of Pinkie Pie was so unexpected, Twilight had only one reaction.

"GAH!" She exclaimed and fell back. The result was Pinkie giggling like a mad mare and grinning at her friendly widely.

"Heya silly filly! What're you doing here? Faustie's party is starting soon!" Pinkie declared loudly with her hooves in the air. "So grab your pretty pendent," Pinkie cried as she grabbed the pendent and slipped it around the other mare's neck. "and lets get to the party!" The bubbly mare crowed while she grabbed her friend by her shoulders.

"Wait Pinkie!" The lavender unicorn shouted only for Pinkie to ignore her and zip off with her friend in tow.

A form trotted through the halls of the tower. Crystal shoes adorned black hooves of the slender figure who trotted through the tower. The soft clops of the figure passing echoed through the halls. A pair of slitted eyes glanced here and there. They lingered for but a moment on a room before moving to the next. Ebony wings shifted at the figures side, a restless pace was set. The figure approached a large pair of doors and vanished into a starry mist. The mist shot forward into a large room with dozens of strange objects and magical artifacts.

A slim smile graced the lips of the figure, a pair of fangs barely concealed behind them. The figure's star filled mane and tail shifted and twisted unnaturally as she began to search the room. She knew what it is she wanted from this place, a specific and special relic from ages long passed. A voice echoed in the depths of her mind, urging her ever onward. She grimaced and placed a crystal shod hoof to her head. She wished that the voice would fall silent, but it continued regardless. The voice was dark and terrible, more so than any she had ever heard before.

She knew she had never heard another voice before. Not a real one anyways. But the voice at the back of her head would not be silent. It echoed in the depths of her mind, it reminded her of how the sun annoyed her. That was one reason she was here now, searching for a relic to aid her in this endeavor. How she knew of it didn't matter, the shadowy voice in her head was her guide at this point. She looked over many objects, some big and some small, but none of them where what she wanted or needed.

When she came to a mirror, Nightmare Moon smirked darkly. She stopped and admired her own visage for a moment. A crystal shod hoof raised to her face. She felt a strange sense of pride in her appearance, she was quite beautiful in her own opinion. Though she supposed that she was a bit vane as well. Looking at herself she felt a brief moment of hesitation as she opened her mouth to see her sharpened canines. Her mind tried to tell her why a pony would have such dangerous teeth, but drew a blank.

The voice in her head soon spoke of stories about her, they had them all over Equestria. Stories of a dark mare who desired to devour the fillies and colts of Equestria unless given sweets. Honestly, the idea of eating fillies and colts disgusted her, she wasn't a Griffon after all. Sweets on the other hand, now those sounded appetizing. While she did not think the taste of fillies or colts would be enjoyable, the thought of scaring sweets out of them didn't sound horrible. She also felt a bit peckish at the moment and wished she had some sweets.

"Hmmm... we must remember to gather something sweet to slake our hunger after we dispatch the solar mare." Nightmare decided with a nod of her head. She then shook her head and reminded herself why she had searched for the mirror in the first place. She placed a crystal shod hoof upon it's reflective surface and smirked darkly. "Show us our enemy, she who moves the sun." She whispered into the mirror and it shimmered and gave a bright glow. Soon the glow gave way and showed the tower itself.

Nightmare raised a brow, confused by this turn of events, however silently watched on. The mirror shifted, the halls of the tower passed its gaze as it searched for Celestia. It soon found both Celestia and Luna still wandering through the tower. However, a sudden look of confusion passed Nightmare's features at the sight of the lunar diarch. Her eyes narrowed and she leaned forward to watch the two. She silently watched Luna until she finally saw the mark upon her flank. Her eyebrows raised in surprise and she frowned deeply.

"Yon mare also bears our mark. How can this be so?" She questioned and grimaced as a sudden pain stabbed at her temples. "Something is wrong..." She muttered quietly as the pain grow. She soon shook her head, eyes narrowed as she waved her hoof over the mirror once more. "We hath seen enough, the sun mare will fall. Who this moon mare is shall be revealed once we find them." She decided as the vision faded and winced once more. The deep dark voice echoed in the back of her mind, urging caution. She cared not for the voice and so shook her head to rid herself of it's incessant nagging.

The voice annoyed her, she knew not where it came from or what it wanted. It spoke of night eternal, and she felt like she wanted that too. Her teeth gritted and Nightmare felt her confusion mix with anxiety. She was scared of something, she felt cold and utterly alone. Why would that scare her? She was the night! Right? Her head ached and she forced the voice to the back of her mind. She looked at the mirror one last time and then turned to leave the room. Yet a heart shaped locket suddenly caught her eye as she passed.

The voice warned her, it urged her to hide the locket, destroy it, or crush it... she did nothing. She simply stared at the locket as her mind warred with the voice. Something about it worried the voice, but she felt strangely calm around it. "T'is but a mere trinket, we hath better things to do with our time than destroy trinkets." Nightmare decided and trotted out of the room. The voice growled and snarled, but she ignored it and snorted. She had to find Celestia, all else was secondary to her at this point. She marched through the halls of the tower in search of her quarry.

A shadow slipped off of Nightmare as she went, the voice in her mind grew silent, and the shadow slipped away, retreating back to the Golden Door...

Faust had discovered one thing that Pinkie shared with Surprise. Or really yet another thing that they shared. The both had pretty much the same style to their parties. Okay that wasn't exactly true, Pinkie's parties were a lot, louder. At the beginning of the party Pinkie had gone to the trouble of introducing her to several ponies. A few had been dull, till Time Turner's eyes bugged out of his skull. That got a laugh out of her and he'd been avoiding her ever since. She and Turner had a bit of a rocky history, but she'd rather not get into that.

Regardless the party was interesting, and now Faust wondered where Pinkie had run off too. "WOOHOO!" Said party pony was currently in a conga line. Faust shook her head with an amused smile. She was sitting at the back of the room watching the party from a safe distance. Much like the streets, a large majority of the ponies around the room had been avoiding her. Those who weren't avoiding her acted nervous around her.

Well, all but one unusual mare...

"Jeez, I tell you, this town may not be as big as Canterlot, but the parties are definitely way more fun." The other mare stated with a grin. She was a sandy colored Pegasus with brown eyes, a dark brown straight mane and tail, and a flaming wheel for a cutie-mark. The mare's name was Wildfire, she was a Canterlot Pegasus who's special talent was, oddly enough, setting wheels on fire. Though somehow she was a cartoonist, at least if Faust remembered correctly, and she had moved to Ponyville to get away from Canterlot for one reason or another.

"I wouldn't know, I've never been to a party in Canterlot." Faust replied from her seat. She had a warm smile on her face as she spoke with the other mare. Wildfire merely rolled her eyes and pointed a hoof at her.

"Believe me sister, you aren't missing out on anything." She stated with a nod of her head and brought a hoof down to the ground with a frown. "It's full of snobby ponies with a stick shoved so far up their..." Wildfire started only for Pinkie to pop out of nowhere and shove a hoof into her mouth. Both Wildfire and Faust looked at Pinkie in surprise, the pink party pony grinning nervously and glancing around. The Cutie Mark Crusaders passed by a moment later and Pinkie let out a relieved breath as they passed.

"Wildfire try and watch what you say! There are fillies and colts at this party too you know!" Pinkie stated and removed her hoof from the older mare's mouth. The pink party pony then looked to Faust with a grin. "Hiya Faustie! Glad you're making some friends! Bye now!" The party pony declared and seemed to duck under the table. Wildfire quickly checked under the table, only to sit back up with a hopelessly confused expression.

"How the buck does she disappear like that!" The mare demanded. Faust managed a giggle at her expense, a smirk crossing her lips as she lightly shoved the other mare.

"It's just Pinkie being Pinkie, don't let it get to you." Faust suggested and the pegasus snorted and rolled her eyes.

"Yeah yeah, I've heard that before." She muttered with a roll of her eyes and cracked her neck. "Anyways, like I was saying, you ain't missing out on much from Canterlot. Ponyville is way nicer in my opinion." Wildfire stated with a smile as she took a sip from a glass of punch.

"I guess so, it certainly has a rustic charm you don't find in most other places." Faust suggested while idly using her magic to bring a cup of punch her way. Wildfire watched the cup of magic float over in a crimson aura and pouted. She then raised a hoof and tapped at her forehead before heaving a sigh.

"Man I really wish I could do magic like that. I mean if for no other reason that because it'd sure make drawing a heck of a lot easier." The sandy coated mare noted aloud. Faust suppressed a giggle and smiled to Wildfire warmly, feeling more welcome now than she had for quite a while.

"Magic can be a real pain too, and besides that," Faust took a moment to sip of her punch, then continued. "you do well enough even though you don't have access to any unicorn magic." The off-white mare insisted. Wildfire scoffed and took a gulp of her punch with a frown.

"Yeah well it'd still be nice to have an extra hoof to work with." The sandy coated mare replied and took another sip of her punch. Faust gave the other mare that much and smiled warmly. Much as she didn't like the party, for her own reasons, she was enjoying her chat with Wildfire.

"Anyways, I gotta admit Ponyville is really nice, and since I moved here I've made a ton of friends." Wildfire admitted and looked to her side with a smile. Faust on the other hand smirked as a certain part of Wildfire's life was well known to her.

"So do you have a special some pony?" Faust inquired of the other mare with a smirk. Wildfire's response was to snort into her drink and cough as she nearly choked herself. The off-white mare snickered to herself as she patted the sandy mare on the back. Wildfire took a sudden gasping breath and glared at Faust heatedly.

"I might, but how does that matter to you!" Wildfire demanded with a bright blush on her face. Faust couldn't help but laugh at the younger mare's expense.

Nearby Twilight watched with a frown. She wasn't quite sure what she wanted to say to Faust yet. She had perhaps dozens of questions bouncing around her head, much the same way Pinkie was bouncing. She tapped the pendent around her neck and glanced at the happy mare with a frown. "Uncle Mort!" However Pinkie's sudden exclamation of sheer joy caused Twilight to look away from the off-white mare. Instead she saw Pinkie hugging a tall slender stallion in a long black tattered robe with dark armor over his legs.

"HELLO PINKIE, HOW HAVE YOU BEEN?" 'Mort' questioned while raising a forelimb to hug Pinkie back. The pink party pony grinned at her 'uncle' and stepped back from the grim galloper. Nearby, Twilight moved closer to Pinkie and the strange cloaked pony she was with.

"I'm fine Uncle Mort, just throwing the usual parties and making every pony smile." Pinkie replied while practically bouncing on her hooves. Mort silently took a look around at the party, noted a few ponies he would need to collect soon, and nodded his head.

"AH WELL THAT'S CERTAINLY GOOD NEWS," Mort replied with a nod of his head, then rubbed his chin. "BUT WOULD YOU BE A DEAR AND GATHER YOUR FRIENDS?" The grim galloper asked of the young pink pony and then scraped a hoof along the ground. "I NEED TO SPEAK WITH THEM ABOUT A MOST URGENT MATTER." The pale pony explained and Pinkie hummed for a moment.

"Well, I guess so, if it's really important." Pinkie replied.

"I ASSURE YOU THAT IT IS A VERY GRAVE SITUATION PINKIE." Mort replied honestly and spotted Twilight watching him.

"Well okay then, but you know how crowds react to you." Pinkie reminded the grim galloper seriously, then grinned widely. "So I'll meet you out back uncle Mort!" She declared while bouncing off to find her friends. Mort silently nodded his head and made his way out of the party. In the back of Sugarcube Corner, Faust frowned deeply as she saw Mort Leave. Faust then smiled to Wildfire and excused herself. The off-white mare quickly got up and rushed after the grim galloper, inwardly wondering what he was even doing in Ponyville.

Out back behind Sugarcube Corner, Pinkie Pie had quickly gathered her friends together. She now sat with a smile waiting for Mort to arrive. She had no idea what was going on, nor did she really care, her uncle Mort needed something and that was enough for her. Around the pink party pony, her friends look at her anxiously, Rainbow Dash the most antsy of the group. "Alright Pinks, what's so important you had to drag us all out here?" Rainbow demanded of her friend with a frown.

"I'm more curious about that stallion she was talking to." Twilight noted aloud while staring at her pink coated friend. Said pink party pony merely glanced her way and grinned.

"Well that was my Uncle Mort! He's not really my uncle by blood but he's an old friend of my family." Pinkie first replied to Twilight, then turned to Rainbow. "And it's important cause Uncle Mort said it's important." The pink party pony stated with a nod of her head and clicked her tongue. "I wonder what he wants to talk about," The pink coated mare questioned and a grin suddenly lit up her face. "Ooh! What if he got us all presents!" Pinkie considered and got flat looks from the majority of her friends.

"Pinkie, I really don't think you're uncle would randomly get presents for us." Rarity stated quite plainly. Even given how, err, unique Pinkie was she doubted that the rest of her family was that way. Especially since 'Mort' wasn't even a blood relative.

"Hmmm... I guess that makes sense." Pinkie admitted and then clicked her tongue.

"TRUTH BE TOLD, I'M AFRAID THAT I HAVE A BIT OF BAD NEWS." The voice of Mort echoed. Twilight was the first to spot the grim galloper, her eyes narrowed as he walked from the shadows like some kind of wraith. Rainbow Dash felt a sudden bout of fear and shivered. Rarity twitched ever so slightly, more from his tattered rag of a cloak and armor, than anything else. While Applejack shivered upon seeing the pale pony, briefly feeling like he was somehow familiar.

"What kind of bad news pardner?" Applejack questioned with a worried frown. Mort sighed tiredly and approached the six mares. He idly noticed that the closer her got to her, the more that Fluttershy tried to disappear into her mane.

"I'M AFRAID THAT PRINCESS CELESTIA AND PRINCESS LUNA HAVE BEEN KIDNAPPED BY DISCORD." Mort explained and waited for the mares reaction. 'Five, four, three, two...' The grim galloper internally counted. He then took a step back just as they six mares registered what he just told them.

"What!" Most of them demanded, although Pinkie and Fluttershy seemed more confused than anything.

"W-what, b-but Discord is my friend, w-why would he kidnap the princesses?" Fluttershy questioned desperately. The grim galloper sighed, he had not been looking forward to this discussion. Discord was technically in the wrong, but hadn't done anything too horrible. Grabbing Celestia and Luna and taking them to the tower, annoying sure, but it wasn't like he was actively trying to hurt some pony.

"I HONESTLY HAVE NO CLUE, BESIDES THAT HE MERELY TOOK THEM TO THE GRAND ARCHIVES AND WENT TO THE BAHAMARES. HE ALSO APPEARS TO BE MOVING THE SUN AND MOON, SO I HAVE NO EARTHLY IDEA WHAT HE IS UP TOO." Mort explained and then paced around.

"So wait, Discord is moving the sun and moon?" Rainbow questioned with a confused frown. The grim galloper silently nodded his head, idly watching the mare as she threw her hooves into the air. "Well why is he doing that then? Isn't he the one who likes to cause Chaos?" Rainbow questioned of the undead alicorn. Mort frowned, his mind worked overtime as he tried to come up with an answer for the pegasus. Truth be told he honestly didn't know what Discord was thinking either.

"Personally, I think we should concentrate on finding the Princesses and deal with Discord afterwards." Twilight suddenly suggested with a frown, drawing the attention of Mort and her friends. The Grim Galloper found his eyes drawn to the little lavender unicorn's new pendent and frowned. 'Now where did she get that I wonder?' Mort internally questioned and then hummed lightly.

"Umm, I d-don't think Discord meant to hurt any p-pony, maybe he had a good reason for what he did." Fluttershy suggested and got a flat look from Rainbow Dash.

"Seriously Flutters, Discord is crazy! I know you like him for some reason but there is no way that he's in the right here!" Rainow stated before she zipped over to Fluttershy. "He bucking kidnapped the princesses for Celestia's sake!" Rainbow reminded the butter yellow mare. Fluttershy demurely looked down and began to scratch her hooves on the ground.

"Look, I don' like Discord any more than the next Pony." Applejack stated and then frowned deeply. She really didn't want to admit this. "But for now Ah'm more interested in finding out why in the hay he's moving the sun and moon for the princesses." The apple-mare stated with a frown. Twilight nodded her head in agreement, and all six mares looked to Mort for an explanation.

"TO BE PERFECTLY HONEST, I HAVE NO CLUE WHAT HE'S DOING." The pale mony admitted with a shrug of his shoulders. "AND TO BE PERFECTLY HONEST I'M MORE CONCERNED ABOUT ALL THE DARK MAGIC THAT HAS STARTED SURROUNDING THE ARCHIVES." Mort stated gravely and turned his head at a mares approach. He found himself face to face with a very irritated Faust.

"Hi Faustie!" Pinkie declared with a wave to the mare and Mort groaned. Now things were finally starting to make some sense. Discord grabbing Celestia and Luna and dumping them in the tower, why he was moving the sun and moon, and most importantly, why that dark magic was loose around the tower. It was all because Faust had left the tower, clearly Discord panicked and dragged Celestia and Luna there. Once inside the curious alicorns had begun exploring and likely unleashed some ancient evil or another...

"WELL NOW, THIS CERTAINLY EXPLAINS WHY DISCORD TOOK CELESTIA AND LUNA." Mort grumbled with a shake of his head. 'It also explains quite a few other things that have been happening.' The pale pony noted to himself as he discretely glanced back to Twilight.

"Uh, Uncle Mort how does saying hi to Faustie explain anything?" Pinkie asked the grim galloper naively. The undead alicorn chuckled lightly and patted the pink mare on her head.

"LETS JUST SAY FAUST HAS A PART IN ALL THIS." He replied mysteriously and turned to the off-white mare. Seeing her in disguise was a very surreal feeling. She looked so normal right now that if he didn't know who she was he might actually confuse her with a normal mare.

"Alright Mort, what the buck is going on here, and what is going on in my tower?" Faust demanded of the grim galloper with a frown. Mort merely hummed for a moment and turned on his hoof. The Elements of Harmony were confused by the older mare. He could understand why, but right now was not the time for exposition. No, he had work to do and if not handled quickly there was no telling what could be loosed upon Equestria. Faust's presence outside of the tower presented a new danger, one that he had not considered before.

"I'LL EXPLAIN IN CANTERLOT, BUT FOR NOW WE MUST MAKE HASTE," The pale pony urged as he glanced to the distance. "THE HOUR IS LATE AND I FEAR THAT OUR TIME GROWS SHORT." Mort stated and with a sudden surge of power the elements of harmony, plus Faust and Mort, vanished in a swirl of dark magic and ebony feathers...

TBC...

Author's Note

Wildfire is the OC of Sybsy AKA Sabrina Alberghetti, one of the senior storyboard artists for the show. Since she is cannon to the series, having appeared in "A Canterlot Wdding Part 1", it made sense for her to show up and meet Faust. She is apparently a somewhat devious mare so I tried to go that route with her, hope I did well enough. Though now I wonder if I'm missing any Pony-Sona's from the rest of the MLP Development team.

As a note, this will technically end the 'SLICE OF LIFE' portion of this story as I think I'm heading in a more adventure direction with it now. For one, while Slice of Life can be fun, I believe that if I don't include at least a little adventure things will get dull. Besides that I wanted to do a little bit of world building for this story so there's that as well. Till next time, talk to you later!

The Hippocampi: Part 1

The Hippocampi:

Forgotten Memories

All is quiet within Canterlot. The city while not dark, is muted as the ponies began to retire, the sun having lowered and the hour growing late. Cadence was one of a handful of ponies who did not wish to go to bed. Instead she sat on the throne and listened to some pony drone on and on. She'd forgotten why she was listening to him some time ago. All she knew was that he had the most boring voice she'd ever heard. She also noted that his monotone way of speaking didn't help matters in the least.

All and all, the pony was a dull and boring stallion who was droning on and on to the point of putting her to sleep.

'Is it illegal for me to throw myself out the window just to try and wake up, or would the guards arrest me for trying to assassinate myself?' The crystal princess wondered while she rubbed her temples. Listening to the pony drone on and on growing steadily more infuriating. This stallion actually made all of Twilight's little lectures to her stuffed animals seem interesting! Admittedly, Cadence thought they were adorable regardless, but even if she didn't she'd much rather listen to Twilight than this stallion.

"And in conclusion, I'd just like to say thank you for your time Princess," The stallion droned in that same dull monotone voice. The crystal princess chuckled nervously and grinned, trying desperately not to jump for joy. A part of her wondered if this stallion ever actually met with Celestia before, or if she'd just been unlucky.

"Uh, yes, well I'm certainly glad you brought this to my attention," Cadence assured. "Now then the guards will see you out now." Cadence stated with a glance to her guards. The ponies nodded their heads and trotted to the dull stallion, who simply walked out with them and left the crystal princess to her thoughts. Once the pony was out of earshot Cadence slumped in the throne. "Oh thank you sweet Sun above! I don't know how much more of that I could stand!" The crystal princess declared, idly rubbing her forehead.

"Are you alright Princess?" One of the guards questioned as they returned to their posts at the foot of the throne.

"I'm fine, but has that stallion ever showed up here before?" Cadence inquired of the guards. One of them frowned and hummed in thought for a moment before he answered her.

"A few times before now. Princess Celestia has a standing order to evacuate her to her quarters in situations where he comes to the castle. But I think her majesty Princess Luna actually fell asleep when she tried to listen to him," The guard replied honestly. Cadence couldn't help a giggle at her aunt's expense, and then looked at the guards curiously.

"How come you guards didn't?" The crystal princess questioned curiously. The main guard then glanced to his left, then his right and sighed. The guard slowly reached up and removed a pair of earplugs from somewhere in his helmet.

"We've prepared for a situation wherein the enemy uses him to disable our troops ma'am." The guard replied stoically. Cadence snorted at the answer and quickly giggled behind a raised hoof. Quickly regaining her composure, though smiling the whole time, the mare smiled to the guard.

"Oh, well I'm certainly in good hands then," Cadence mused aloud. The guard made no comment either way, merely turned his head and watched the entrance. The crystal princess sighed, wishing that she had some pony to at least talk too. Well any pony besides the boring stallion who'd very nearly caused her to lobotomize herself. As if in answer to her desire a ball of magic appeared in the center of the throne room. The air around it swirled and grew heavy, a pulse of black magic suddenly flowing off of it.

A moment later there was a burst of dark magic and a flurry of feathers shot out in a wave. Mort now stood in the center of the throne room, the elements of Harmony and Faust along for the ride. A moment later the guards attempted to attack the grim galloper, only for magical auras of crimson and obsidian and hold them down. "Really, you didn't think to warn her we were arriving?" Faust growled at Mort as she held three guards down with her magic.

"IT'S MORE FUN THIS WAY," Mort replied, the rest of the guards held by his own magic. Faust rolled her eyes and pushed the guards back to their stations and held them there. Mort did likewise, his own black magic also closing the doors to the throne room for good measure.

"Wha-wha-what the! How did we get to Canterlot so fast?" Twilight demanded with wide eyes, long range teleportation wasn't exactly common after all. Her friends however were busy picking themselves off of the ground, Applejack holding a hoof to her mouth to keep from retching.

"What the buck just happened!" the prismatic pegasus demanded.

"Sweet Celestia, can ah never go on 'at trip again?" Applejack pleaded with a groan.

"C-can some pony, p-please tell me wh-why we're in Canterlot?" Fluttershy questioned timidly. Rarity just looked around silently, eyes wide as they found themselves in Canterlot. Pinkie Pie on the other hand giggled and bounced over to Mort, a blinding smile across her face.

"Woohoo! That was awesome uncle Mort! Can we do it again?" Pinkie pleaded. The grim galloper merely hummed and looked to Cadence instead.

"CADENCE, GLAD TO SEE YOU'RE STILL AWAKE," the pale pony noted. The crystal princess wasn't sure what she felt more of. Annoyance from Mort just appearing like he owned the place, or anger for him dragging Twilight and her friends from Ponyville.

"Oh please, it's late but its not that late," Cadence was torn from her less than princessly desires by the voice of the off-white mare she'd never seen before. The pink princess frowned to herself as she looked at the off-white coated mare in a green hooded sweater. Her frown deepened when she noticed how much raw power was flowing off of the mare in pulsing waves. It was invisible to the naked eye, but her senses picked it up and she shuddered. Whoever the mare was, she was no pony to trifle with.

"Who are you?" Cadence asked the mare cautiously. Faust sighed and turned to the princess with a flat look.

"ALLOW ME TO INTRODUCE YOU ALL," Mort started with a thinly disguised smirk in his tone. His horn was quickly encased in an obsidian aura and Faust turned to him with a snarl.

"Don't you dare!" she started to say but in an instant Mort was done. There was a brief explosion of smoke as the alicorn in disguise opened and beat her wings to blow the smoke away. There was a gasp from some pony, it sounded like Fluttershy to Faust, while every pony besides Rarity, Mort, and strangely enough Pinkie, gaped in shock. Cadence stared openly, she noticed instantly how the mare was not only more slender but also taller than Celestia with massive wings. Twilight only idly noticed that she looked identical to her alicorn variation from the charm, but far more tired and sans regalia.

"Sweet Celestia above!" Applejack exclaimed. Nearby Twilight stared at Faust with a mix of awe and confusion, Rainbow simply gaped, and Fluttershy tried her best to hide in her mane and tail. Faust turned and fixed the grim galloper with an annoyed glare. Mort simply chuckled and turned to face Cadence, who was trying to comprehend what she was looking at.

"TO LADY FAUST," Mort finished and gave a bow to the said mare. "SHE WHO IS MISTRESS OF THE GRAND ARCHIVES, PRINCESS OF DREAM VALLEY, TECHNICALLY THE MOTHER TO CELESTIA AND LUNA, AND ALSO A LIVING MUSE," The pale pony finished with a smirk barely hidden in his tone.

"You're a muse, you didn't mention that before darling," Rarity noted with a smile. Faust huffed and glanced at Rarity with a roll of her eyes.

"Do you remember how you suddenly got inspired when I was with you the other day?" Faust questioned tiredly. The marshmallow unicorn nodded her head for a moment, before her eyes suddenly widened.

"That was you?" She questioned with a smile. Faust merely sighed, leaned her head back and twisted, satisfied when she heard several pops she then looked back to Rarity.

"Technically it was just my magic, close proximity to me causes bursts of inspiration and creativity. Music, poetry, art, magic, it's all sort of random. There was this one time I somehow inspired a few books I'd really rather not get into. Suffice it to say I have no control of it," The pure-white alicorn replied. However Rarity merely smiled warmly and rolled her eyes, idly wishing that the alicorn could just take a compliment. It was at that moment that Twilight finally came out of her stupor, eyes wide as she pointed a hoof at Faust.

"Y-You're Princess Celestia's mother!" Twilight nearly shrieked. "Oh no, oh no, oh no, oh no!" The mare started shouting as she ran around her friends in circles. Faust watching her for a moment before dragging a hoof down her face and fixing the little lavender pony with a flat look.

"Twilight calm down, I'm only their adopted mother at best," Faust stated with a frown. However this did little to calm down the mare as she suddenly stopped, the hairs of her mane springing out of place.

"Calm down!? How can I calm down when I suspected the mother of Celestia was actually an evil villain who was out to destroy me and my friends!" The little lavender pony exclaimed. Faust made to comfort the little lavender unicorn, however stopped and looked at her incredulously when she realized what she said.

"Wait, you thought what?" Faust demanded. The little lavender mare gave a sudden twitch and grinned at the ancient alicorn.

"Nothing!" She exclaimed a bit too loudly.

"Uh, actually, ah might've been a might suspicious of y'all when we first met an' mentioned it to her." Applejack stated nervously. Faust sighed and blew a breath into her bangs.

"Well that makes sense." The pure-white mare decided tiredly.

"So wait, this is the mother of Celestia?" Rainbow Dash questioned while flying around Faust's head.

"How many bucking times do I need to tell ponies I only raised them!" Faust gritted out, practically grinding her teeth at this point. She really had to wonder why every pony assumed that she was Celestia and Luna's mother. Yes she raised them, yes she taught them magic, and yes she essentially cared for them... okay, maybe she could understand where they got the idea, but that didn't mean she liked it.

"Alright every pony please calm down!" Cadence suddenly cried. The crystal princess then let out a breath and rubbed her head with a tired sigh. "Now seeing as it is getting late, and I'd rather not be up all night. Every pony should stay for the night so we can get this all sorted out in the morning," Cadence stated tiredly.

"Wait, but what about Spike, I-I can't leave him alone, and w-we left him at the party," Twilight questioned worriedly while still twitching badly, her mane a mess.

"My animals, they're fine now but I have to make breakfast for them tomorrow or they get cranky," Fluttershy noted timidly.

"And don't forget that most of us have work tah do back in ponyville." Applejack stated.

"Not me! Even with the party we had, thanks to Faustie we're still packed with baked goods!" Pinkie declared with a wide grin. Her friends looked to her for a moment and then turned to the pure-white alicorn instead.

"I helped her bake a few sweets at Sugar Cube Corner in order to earn a few bits. Unfortunately I might have gotten a little carried away," Faust explained with a shrug.

"Okay, that aside, I'll take care of your problems," Cadence assured and looked to a nearby guard. "Could you have a message sent to Mayor Mare, the Ponyville Weather Team, Sugarcure Corner, and Sweet Apple Acres telling them that the elements of harmony have been brought to Canterlot for urgent business?" the crystal princess questioned sweetly. The guard in question silently nodded his head, not really able to do much else with Faust holding him.

"Good. Oh, and please find some pony to watch Fluttershy's animals and Spike while they are away," Cadence added with a smile. She then turned to Faust and Mort and sighed tiredly. "Now would you two please release the guards?" Cadence pleaded with the other alicorns. Faust rolled her eyes but complied, the guard Cadence had been talking to quickly rushing off to do as told. Once he was gone Mort released the rest of the guards, all of whom looked more than a little disturbed.

"Alright, now does any pony else have any concerns about staying the night?" Cadence inquired. The gathered ponies all shook their heads, bringing a smile to the crystal princess face. "Good, then lets meet tomorrow morning to discuss what is going on." Cadence stated with a smile. "Please guards, escort Twilight and her friends to suitable lodgings," Cadence asked and the guards silently nodded their heads. The armored ponies trotted forward, wary of Faust and Mort, and motioned for the elements to follow them. As they did Cadence hopped down to Faust and grinned nervously.

"Miss Faust, if it's not too much trouble would you mind coming with me?" Cadence pleaded. The older mare raised a brow for a moment before sighing and smiling back.

"Sure Cadence." the pure-white alicorn mare replied and rolled her eyes when Cadence grinned.

"Great! I have so much that I want to ask you!" she happily cried and all but bounced off. Faust following behind her with a chuckle as she thought of Twilight. It didn't take a millennia old alicorn to realize that Twilight was going to freak out soon enough. At the moment she was probably suppressing her desire to run around screaming or even just hide from the pure-white mare's 'wrath'.

"Ten bits say Twilight freaks out until she tires herself out and falls to sleep," Faust offered to Cadence with a smirk. The crystal princess merely rolled her eyes in response. She was well aware of how Twilight was, especially how she could over react. Only some pony who didn't know the mare would actually take a bet like that.

"That's a suckers bet," She replied and both alicorns smiled. The two made their way into the castle, sparing only a passing glance at Mort as they left. The grim galloper hummed in his spot for only a moment, and then vanished in a swirl of black magic and feathers. He returned to his home to rest as well, for tomorrow was promising to be a very trying day...

Celestia yawned tiredly as she and Luna continued their search for the Golden Door. 'How long have we been awake, I wonder?' The solar mare wondered to herself. A glance back rewarded the elder alicorn with the sight of her sister barely managing to keep her eyes open. Luna wasn't nocturnal, contrary to popular belief, it was just that she dream walked while sleeping. This meant that she could protect their ponies, even while her physical body was resting. Regardless, Celestia believed that they had been awake for far too long and they were both feeling it's affects.

"Tia, I fear this confounded tower wishes us to trot in circles till doomsday," Luna slurred tiredly, a yawn following. Celestia smiled at her sister and nuzzled her neck affectionately.

"It seems that way Lulu," Celestia admitted. She was certain that the tower was trying to mess with them, however it's sense of humor left much to be desired. The solar mare glanced at her sister with concern and frowned deeply. It was clear to her that Luna was growing tired, and it was equally clear that they weren't finding the Golden Door anytime tonight. Much as she hated to admit it, she also realized that she was feeling tired beyond all reason as well. Their search for the Golden Door could wait until they had each rested up.

"Luna, lets find somewhere to sleep for the night," Celestia urged. The younger alicorn nodded her head in agreement and yawned tiredly. Smiling fondly, Celestia led the blue alicorn through the tower's halls. The halls seemed to change as they went, soon coming to a door. A frown crossed Celestia's features as she approached the door and opened it with her magic. Within she saw a familiar room, untouched by time that caused both her and Luna to halt.

It was a small room, at least compared to their bedrooms in Canterlot Castle. But that really didn't matter to either of them. To one side was an old bunk bed with an oaken frame, the mattresses still made and kept neat. On the bottom bed was a stylized C, a more simple L on the one over it. At the foot of the bunk beds was a large trunk for anything they may wish to put inside. Across from the beds was a fireplace, a small red carpet laid out in front of it, perfect for stories by the fire. Speaking of stories, a bookcase was also held in the room, several books Celestia and Luna recognized placed within.

"T-tia, isn't this..." Luna whispered as she looked around the room. The solar mare did not answer, instead silently trotted into the room and felt tears well in her eyes.

"Our old room." The solar mare whispered. She silently realized that not a thing had changed about the room. It was just as they had left it so very long ago. The solar mare approached the book case and looked through the old selection with a smile. Many of the books were childish now, but had been her favorite stories while she was growing up. What's more, was that not a speck of dust or dirt had collected even after so many years. So clearly, though not in use, Faust had been taking care of the room for some time. It was almost as if they had taken a step back in time to their days as fillies.

"Happier days, without worry or care," Celestia stated quietly. A smile soon crawled across her face as she saw an old vanity nearby, one which she remembered fighting with Luna to use on a near daily basis. Of course that was when they had started to grow up, but it was still a happier time. The solar mare reached a foreleg up to wipe at her eyes, then looked to Luna. The lunar alicorn had opened the old trunk and was now holding an old rock in her forelegs.

"Tis the wild rock we befriended." She mumbled with a happy smile. Celestia smiled back and then turned to the rug before the fireplace. She approached quietly and sat down, her eyes closed and she laid her head down. A smile soon crossed her lips as the old memories played through her minds eye...

Celestial Majesty, the filly who would grow to be Celestia, trotted beside of Faust with a smile. The older mare had her sister Lunar Glory, who would one day be Luna, riding on her back. The little lunar unicorn was half asleep and yawning tiredly as she snuggled into Faust's back. "Seems like some pony has had quite a busy day," Faust noted. Celestia nodded her head, hopping beside of the pure-white alucorn with a beaming smile.

"Uh huh, Luna and I were trying to find Dream Castle again," little Tia replied, only to pout suddenly. "But we still haven't found any trace of it though," she complained cutely. Faust giggled quietly to herself and nuzzled the tiny unicorn gently. Lil' Tia happily nuzzled the larger pony back, a smile stretched across her face.

"Well now my very adventurous little ponies, perhaps you're not looking in the right place," Faust suggested. Lil' Tia looked up at the much larger mare with an adorably confused expression that only Fillies could make.

"Then where should we look?" the little pale-pink unicorn questioned. Faust hummed and tapped her chin for a moment, then grinned at the unicorn.

"Try in your dreams. After all, it is Dream Castle," Faust replied with a nod, as if that was that. The little filly didn't take too kindly to the suggestion and fixed the mare with a look.

"I thought Dream Castle was a real place," She noted pointedly. Faust snickered and nodded her head in response. "Then why won't you tell us how to find it for real?" The filly demanded with a pout. Faust smiled and wrapped the unicorn in a blanket of crimson magic. Lil' Tia yelped as she was suddenly lifted up and placed onto the mare's back alongside the nearly sleeping Lunar Glory.

"Because, my little pony, your imagination can take you to places you've never been to before," Faust replied with a smile.

"But I wanna see it for real!" lil' Tia declared with a pout. Faust sighed with a shake of her head and gave the little filly a stern look.

"You must realize that you cannot have everything you want," Faust stated with a nod.

"Lulu gets whatever she wants." Lil' Tia replied with another adorable pout. Faust sighed in response and shook her head with a frown.

"No she doesn't Tia, she gets what she needs," Faust stated.

"Then why do you always let her pick the bedtime story?" lil' Tia questioned cutely. Faust hummed for a moment and then glanced at her with a smirk.

"Oh, so I suppose she was the one who picked that story about how the ponies in Dream Valley met Surprise?" Faust inquired and lil' Tia blushed.

"Um, well," Lil' Tia mumbled quietly as she and her sister were carried through the halls of the tower.

"See, she doesn't get everything she wants either. She's also a little pony, and little ponies need more attention than others Tia," Faust stated with a nod of her head. The elder mare then smiled brightly and turned her head to the little ponies as they approached their bedroom. "And as Princess of Dream Valley, it is both my duty and honor to protect two very special little ponies," Faust stated playfully. Lil' Tia smiled in response, then yawned as her own eyes drooped while next to an already sleeping Lulu.

Faust trotted into the fillies' bedroom and made her way to the fireplace. The fire warmed the mare as she laid down and brought a book down from the shelves. Her crimson magic wrapped around the fillies on her back and brought them down onto the rug at her sides. Lil' Tia remained awake, even as her eyes dropped, Lulu however snuggled into Faust's side. The pure-white alicorn's wings opened a moment later and folded over the fillies, giving them warmth and comfort. The alicorn hummed lightly as she brought up the book to look through it.

"Now what story haven't you heard?" the pure-white alicorn questioned. A smile crossed her lips as lil' Tia moved forward and yawned sleepily.

"Maybe... story 'bout you," the filly mumbled. Faust silently nodded and closed the book, lowered her head and nuzzled both fillies affectionately.

"Once upon a time, there was a filly named Faust, who had nothing not even a symbol of her own" The pure-white mare began. "She was a lonely little filly with no place to call home. Since she was little she wandered from place to place seeking a home of her very own. Yet everywhere she went she was turned away. 'No no, go away there's no room for you here,' a unicorn crowed. 'Leave us be we have to many mouths to feed,' an earth pony growled. 'Go away, our clouds are no place for you,' a pegasus would cry. Place after place, she was turned away." Faust continued with a frown.

"Never deterred by their unkind words, the little filly continued to travel on. Through bogs and swamps she traveled, her hooves grew pained in their depths. Across plains and through forests she made her way, escaping wolves at the cost of her horn. Through deserts and over mountains she wandered, till she grew thin from hunger. The filly continued on, she never complained, for there were so many ponies less fortunate than her. Though she had no horn at least monsters did not chase her, though hungry she found enough food to get by, and though her hooves ached she at least had all four," Faust continued quietly.

"She continued onward, till one cold rainy night she found a sturdy castle, and wandered to it's drawbridge. She scratched her aching hooves on the closed bridge, and cried to anyone inside. 'Oh please oh please, I mean not to intrude, I ask only..." Faust paused for a moment, a stray tear falling from her eye. "... to not be so alone.' And with that the drawbridge began to lower, the filly ran back to see who would come to meet her from the castle," Faust continued and paused once more. Lil' Tia kept her eyes opened, she listened on as the story continued, even as sleep beckoned her to it's embrace.

"A magnificent mare as white as snow walked forward, her mane like amethyst and eyes kind and blue as the gentle sea. The little filly was left in awe of the regal mare, and shivered until her hooves scooped her up. The mare smiled kindly and nuzzled her, the warmth radiating from her warming the lonely fillies heart. 'Oh little one do not fear, I will keep you safe and near. I will teach you all that you need to know, and care for you so that you will grow. And one day when you're healthy and strong, I'll help find the friends you've sought for so very long.'" Faust whispered while nuzzling Lil' Tia's cheek affectionately.

"And so at long last the filly was not so alone, she lived with the regal mare as her student and friend. For many years she went on like this, an ever faithful student who owed her so very much. For now at long last she had a home. And though her hooves still ached she was no longer cold. And though her horn was still broken she was no longer scared. And though she was thing she was no longer hungry. And though on some nights she still felt alone, Princess Majesty was always there to keep her warm." Faust whispered as Lil' Tia finally began to fall to sleep.

"For what is the point of being safe and warm yourself, if others aren't as well?" Faust whispered as Tia's eyes closed. The alicorn smiled and nuzzled the little filly as she began to fall to sleep. Then nuzzled Luna as well who snuggled closer to her in her dreams. "Good night to you both, my little sun and stars." She whispered as she gave each fillies forehead a kiss, and lil' Tia was finally whisked away into her dreams.

Celestia slowly opened her eyes, a few tears fell, but she paid them no heed. Her sister sat beside her, a sniffle here or there as she held an old map folded into a hat in her hooves. "Tia, m-mother left everything as it was then, it is also clean so she's worked to keep it that way," Luna stated while holding the hat and wiped at her eyes. "and we forgot about her," the lunar mare whispered. Her sister's voice was so soft that Celestia barely heard her speak at all. The solar diarch sighed and lowered her eyes as she realized she had done the same.

Over a thousand years they had lived, one could forget so much in that time true, but how did one forget being cared for by such a wonderful mare?

"I know Lulu." Celestia whispered while she nuzzled the younger mare. She looked around the room quietly, more memories echoed in her mind of other times Faust had been there for them. Whether it was to teach them of magic, or to care for them when they sad or hurt, or to simply tell them stories at night. Faust had been a mother to them both when they had none. She had been to them, what Majesty had been for her. 'Because what point is it to be safe and warm, if others aren't as well,' Celestia thought, remembering an old lesson from Faust herself.

"C'mon Lulu, lets get to bed," Celestia urged and nudged her sister toward the old bunk beds. Luna silently nodded and quietly trotted over to them. Celestia rose up and followed behind her, both removing their regalia and placing them into the trunk at the foot of the beds. Celestia quietly slipped into the lower bed as Luna climbed atop the upper one. Both sisters crawled under the covers and felt a bout of nostalgia as they remembered bi-gone days. The beds were, perhaps, just a bit small, but it didn't matter to either mare in the slightest.

No, small beds didn't matter to either of them, for as they fell to sleep, old memories returned, and for just a moment they weren't Princess Celestia and Luna. They were just Lil' Tia and Lulu again...

Faust awoke with a groan. The sun shined in her face as it seemed to do every day. The pure-white alicorn slowly rose up and rubbed her head. She glanced around to see she was still in Cadence's bedroom. It was a large room with all the usual amenities as well as a large bed, though she'd elected to sleep on a simple mattress. She was significantly taller than the crystal princess after all, or really most ponies. The mare smacked her lips and yawned while she stretched her forelegs into the air. She lowered her forelimbs back to the ground a moment later and rubbed at her face.

Cadence was still asleep, unlike her it seemed that the sun had nothing against her. Faust muttered about the sun being against her under her breath. She knew it was silly but she felt it had to be why the sun only ever seemed to wake her up. Yawning once more the mare shakily rose up to her hooves. She stumbled for a moment before shaking her head and blinking her eyes open. Still drowsy as all buck the mare slowly made her way over to Cadence's private bathroom. Slipping inside Faust wandered over to the sink and turned it on.

Rather than splash herself, the pure-white alicorn allowed her head to fall forward into the sink. She rose back up a second later with a gasp and her eyes wide open. Now fully awake the pure-white mare brought a hoof to her head and looked around. A moment later she remembered where she was and let out a sigh. "At least Cadence is nice enough," Faust admitted with a smile. All the night before Cadence had been asked her about this and that. Even if it had only been for a little while, it had been nice to be a teacher again.

Faust sighed and turned out of the bathroom. She trotted back into the bedroom as a drowsy Cadence passed by her. The pure-white alicorn smirked slightly as she passed. She was happy to know that she wasn't the only alicorn who had trouble waking up. Of course Luna had somehow inherited that trait from her as well, but that was a different story. She sighed and made her way over to the windows in Cadence room and pushed them open. She looked out over Canterlot for the first time and a small smile crossed her features.

"Not bad silly little Celly," Faust whispered fondly. She then turned to the bathroom as a somewhat more alert Cadence trotted out with a yawn.

"Morning Faust," She mumbled passed a hoof, yawning tiredly and then shaking her head. "So what first?" the crystal princess questioned curiously. The pure-white alicorn merely rolled her eyes and smiled in Cadence direction.

"Don't we have to meet with Twilight and her friends to discuss what is going on with Celestia and Luna being missing?" Faust questioned with a raised brow. Cadence was quiet for a moment, and then sighed tiredly.

"Oh right, sorry I'm just a bit out of sorts when I've just woken up," the pink princess stated and turned to trot out of her room. Faust followed behind the younger mare and fell into step at her side, the palace guards saluting as they passed. The pure-white alicorn couldn't keep a frown from her face when she noticed the vast majority of guards were Pegasi.

"Seems like their more war-like traits never really went away," Faust noted aloud. Cadence sighed tiredly at her side.

"Unfortunately. While Auntie Celestia assures me that the military isn't as integrated into Pegasi society as it was thousands of years ago, you'll find a lot more of us volunteering for military duty," Cadence stated with a shake of her head.

"They weren't originally like that you know, it was because of General Storm-Wing that that started. He was a military genius and the main reason the Flutter Ponies were bombed with lightning. He was afraid that the Flutter Ponies "Utter Flutter", an ability to generate massive gusts of wind, could be used against them or something. I'm not really as well versed in him as I am in the Unicorn lord at the time." Faust idly explained. Cadence winced visibly, though she had heard of Flutter Ponies before, they were mostly through myth and legend, which made it easy to see what had happened to them.

The two alicorns trotted in relative silence and soon entered into the palace's dining hall. Pinkie Pie was already present and wolfing down stack after stack of pancakes. Twilight was nursing a cup of coffee, while the only other Element who was present was Fluttershy. The butter yellow pegasus was silently nibbling on her own pancakes, demurely taking small bites of her meal. "Morning Faustie!" Pinkie cried out with a wave. Faust silently waved her hoof in response, while Twilight and Fluttershy looked to her as she sat down.

"What am I, rotted oats?" Cadence asked with a smirk. Pinkie smiled and waved a hoof her way as well.

"Naw, but Faustie is a lot older than you are." Pinkie repeated. Cadence giggled into her hooves while Faust dragged a hoof down the length of her face.

"Oh ha ha, very funny." The pure white Alicorn grumbled.

"In any case, when do you think your other friends will wake up, Twilight?" Cadence asked her sister-in-law with a smile. The little lavender mare sighed and shook her head.

"Rainbow is any ponies guess, I think AJ is already up and running around somewhere to calm her nerves, and as for Rarity, well, she really likes her beauty sleep," Twilight replied.

"Why would Applejack need to clear her head?" Faust questioned with a raised brow. At the same time a servant brought her a large stack of pancakes and left with a bow. Cadence also received a stack of pancakes from another, though it was smaller than Faust's.

"It probably has something to do with the fact she was suspicious of a mare who turned out to be Princess Celestia's mother," the crystal princess replied. She then raised some syrup with her magic and poured it over her own pancakes.

"Ah, that would make sense," the pure-white mare admitted with a nod. The room was left in relative silence afterwards, those present either continuing with their own devices. Soon enough Applejack made her way into the room, followed by Rarity who practically pranced into the dining hall.

"Well I must admit, that was perhaps the best nights sleep I've had in quite a while," Rarity declared cheerfully. The unicorn mare took the seat at Faust's side and was promptly served by the staff.

"You seem awfully cheerful Rares," Applejack noted. The marshmallow unicorn smiled and nodded her head.

"Why indeed I am, I'm feeling quite refreshed," the unicorn replied and then tapped her chin. "Although I must wonder how your night was, darling," Rarity questioned while looking to Faust. The pure-white alicorn swallowed a bit of pancake and then smiled before answering.

"It was fine. Cadence just wanted to know a few things about Alicorns," the ancient alicorn admitted and took another bite of her pancakes.

"Couldn't she have asked Princess Celestia about that?" Twilight questioned with a frown. Faust nodded while chewing on her pancakes then swallowed and answered the little lavender mare.

"I meant she asked about things that they couldn't answer," The pure-white alicorn replied.

"Oh," Twilight mumbled and looked down into her coffee. Again the group fell into a silence, at least until Rainbow zipped into the room. The prismatic pegasus yawned loudly and stretched in midair before landing at the table as a final stack of pancakes was brought out for her.

"Sweet, breakfast!" Rainbow crowed with a grin. The rainbow maned pegasus thus began her meal, enjoying the flat cakes with gusto.

"Ugh, really darling, must you really be so uncouth?" Rarity questioned of her cyan friend. The prismatic pegasus stopped her meal for only a moment to tap her chin and grin.

"Not really, I just prefer it this way," the prismatic pegasus replied. A frown crossed Rarity's features and she shook head head, then groaned as she realized that Pinkie Pie and Applejack's table manners weren't much better.

"In any case I'm just glad every pony is here," Cadence stated as she wiped at her mouth.

"Me too, I wanna know who I have to buck in the face for ruining my vacation," Faust grumbled irritably.

"Uh, ah don't mean to pry now, but why are you so set on time off?" Applejack suddenly questioned as she scratched the side of her head.

"Maybe because I've been locked in my tower for several millennia doing nothing but work work and even more work," Faust replied with a flat look directed at the apple-mare. The orange pony quickly looked away from the ancient mare and nervously scraped a hoof on the floor.

"YOU REALLY COMPLAIN FAR TOO MUCH FAUST," Mort stated as he appeared at the table in a burst of feathers and a flash of black magic. Several of the elements nearly jumped out of their seats as the undead alicorn sat down and pulled a cup of tea from... somewhere.

"Hi again uncle Mort!" Pinkie cried with a happy wave. The undead alicorn nodded his head in the pink party pony's direction and then glanced to Faust.

"YOU ARE THE ONE WHO APPOINTED YOURSELF AS THE ARCHIVIST OF THE GRAND ARCHIVES. SO DON'T COMPLAIN SO MUCH ABOUT A JOB YOU GAVE YOURSELF," Mort noted and took a sip of his tea. Faust snorted with a deep frown then shot the undead alicorn a dirty look.

"Oh yeah Mort, I should really stop, what I'm doing. It's not at all like I didn't save thousands of years of knowledge from Discord," Faust commented sarcastically, a sneer across her face.

"ADMITTEDLY YOU HAVE DONE A GREAT DEAL OF GOOD FAUST. BUT I ONLY MEANT YOU SHOULDN'T COMPLAIN SO MUCH ABOUT YOUR JOB. CELESTIA, LUNA, AND I ALL HAVE RATHER TRYING DUTIES BUT WE AREN'T COMPLAINING," Mort replied. Faust scoffed and fixed the grim galloper with a flat look. However Cadence quickly intervened before the pure-white alicorn and the grim galloper could get into an argument.

"Now now, every pony, we're here to discuss Celestia and Luna, not fight with one another," Cadence reminded the two.

"Hey yeah, what happened to the princesses anyways?" Rainbow questioned while watching Mort intently. The rest of the elements looked to the grim galloper as well. Shifting uncomfortably in his seat, Mort heaved a sigh and put his tea onto the table.

"IT WOULD SEEM THAT AFTER FAUST LEFT HER TOWER UNATTENDED, DISCORD PAID HER A VISIT," the undead alicorn began, then harrumphed. "MOST LIKELY HE PANICKED SINCE SHE WASN'T THERE, SO HE TOOK CELESTIA AND LUNA TO THE TOWER TO WATCH IT FOR HER," Mort explained bluntly. Faust twitched for a moment, she stared at the grim galloper and then brought a hoof to her face.

"Ugh, of course Discord would decide to visit the one time I'm not home," Faust grumbled. In her own personal opinion the spirit of chaos had probably only popped in to annoy her. They weren't exactly the best of friends after all.

"YES WELL, BE THAT AS IT MAY THE TOWER HAS BEEN COMPLETELY SURROUNDED IN DARK MAGIC. I FEAR THAT THE PRINCESSES HAVE BEGUN TO EXPLORE THE TOWER AND ACCIDENTALLY LET SOMETHING LOOSE," Mort noted gravely. The pure-white alicorn groaned and rubbed her temples with her hooves, sitting back with a pained look on her face. She then growled and glared into the sky angrily.

"One week, I just want one week without something going crazy around me! Is that really too much to ask for!" The mare demanded of the heavens. She obviously received no reply, though now several ponies were very confused.

"So then Celestia and Luna are in Faustie's home and making a mess of it?" Pinkie questioned.

"Yes." Mort, Cadence, and Faust replied bluntly.

"Okay, so why don't you just teleport in there and get them out?" Twilight asked Mort with a frown. The grim galloper took a moment to look at Faust, who glared at him when he did.

"TRUTH BE TOLD, IN MY YOUTH I WAS A NECROMANCER AND ATTEMPTED TO TAKE THE TOWER AND THE VALLEY IT RESTS IN BY FORCE. IN ORDER TO STOP MY RAIDS FAUST CAST A SPELL THAT PROHIBITS ME FROM ENTERING," the grim galloper admitted. Faust scoffed and looked at the grim galloper incredulously. She remembered what his so called 'raids' had been like after all.

"Umm, excuse me..." Fluttershy suddenly mumbled in a quiet tone. The undead alicorn looked to the butter yellow pegasus and she shifted uncomfortably in her seat. "D-don't feel obligated to answer, but if you don't mind, whats a Necromancer?" the mare questioned curiously. Twilight was the one to reply however, a deep frown on her face.

"A Necromancer is a type of spell-caster who specializes in animating and controlling the dead," the little lavender mare explained. "But Necromancy is supposed to be an old mare's tale," Twilight added curiously as she looked to the oldest alicorn in the room.

"Oh no, it's real alright, this is the pony who invented it," Faust growled while pointing a hoof at Mort. The grim galloper shifted uncomfortably in his seat as the elements all looked at him in shock. As was quickly becoming a very common occurrence, Pinkie didn't seem surprised in the least as she continued to munch on her pancakes.

"So this guy can make zomponies and such?" Rainbow questioned. Mort nodded.

"Uh, can y'all talk to ghosts then?" Applajack wondered. Again, Mort nodded.

"Err, can you actually control the undead?" Rarity inquired nervously. Yet again, Mort silently nodded his head.

"Oh-oh my," Fluttershy whispered while shrinking down to hid in her mane and tail.

"YES WELL, I HAVEN'T USED NECROMANCY TO RAISE ANY UNDEAD FOR QUITE SOME TIME NOW. NOT SINCE I SENT RAIDS INTO FAUST'S LANDS OF DREAM VALLEY," Mort stated. Unfortunately for him, Faust brought a hoof down on the table and sent a scathing glare his way.

"Is that what you're call unleashing a massive army of the undead on my ponies?" The mare inquired snidely. Mort visibly winced at the reminder and brought an armored hoof to his skull.

"CAN WE PLEASE NOT TALK ABOUT THAT RIGHT NOW?" The grim galloper pleaded. Faust scoffed and poked the undead alicorn with her hoof.

"Buck no! You and your stupid army of Sinisteeds, Zomponies, and Windigos tried to trample my ponies and overrun my tower!" Faust roared at the undead alicorn with a snarl. Mort merely glared back at her, the flames that made up his eyes glowing brighter and brighter in the shadows of his hood. "Do you have any idea how hard it was to deal with those freaks?" Faust demanded with a low growl. Meanwhile the Elements and Cadence silently watched the alicorns, not sure how they could get involved, or if they even should.

"IN MY DEFENSE I WAS INSANE AT THE TIME." Mort grumbled. Faust rolled her eyes and glared at the undead alicorn.

"Insane or not you killed dozens of my ponies, raised them from the dead, and tried to capture me while you were at it!" The off-white mare shouted, her eyes narrowing with each word. Not surprisingly Cadence and Pinkie merely sighed and glanced to the other elements. The majority of whom were now openly staring at the grim galloper in a mix of shock and horror. "Buck Mort, if I hadn't finally managed to take the Necronomicon away from you I'd have been turned into your private concubine or something," Faust grumbled with a visible shiver of disgust.

"ALRIGHT NOW THAT I AM SORRY FOR," Mort admitted while looking anywhere but at the older mare.

"Oh no, I'm not through yet buster, I'm unleashing ten-thousand years of pint up fury on your bucking head!" Faust snarled at the grim galloper.

"Y'all are ten thousand years old!?" Applejack demanded while openly staring at Faust. The off-white mare rolled her eyes and gave the apple-mare a flat look. She also ignored the equally shocked looks of the other elements and Cadence.

"Not right now Jackie I have a tirade to lay on this sorry skeletons stupid skull!" Faust growled and turned back to the pale pony. Mort mentally groaned and hoped that the mare didn't have too much to be angry for... oh wait. "Then when I manage to finally push your forces back, what do you do? You make off with Dream Manor and turn it into your own private vista in the netherworld! Do you have any idea how many ponies you killed or made homeless with that stunt!" the pure-white alicorn shouted at the pale pony furiously.

"Oh so that's where Uncle Mort's house came from," Pinkie noted aloud. She was promptly ignored as Faust stood up and banged her hooves against the table.

"Now lets get to that stupid book of yours! The Necronomicon, I mean how the buck did you think that making it would be a good idea? For bucks sake Mort, I've barely kept that thing contained for all these years!" Faust roared furiously. "Discord kept trying to play with it so I had to put a living lock on it, he was way more interested in the lock than the book afterwards but still!" Faust shouted at the pale pony. Mort wincing and sinking into himself as he looked anywhere but at the now irate pure-white mare.

"The Necronomicon is actually real!" Twilight exclaimed with wide eyes. Cadence didn't look much better as she openly gaped at Mort and Faust. The said pure-white mare rolled her eyes and looked to Twilight with a flat look.

"Yes, and he was the bucking moron who made! Now be quiet down, I'm on a roll here and I haven't had a decent rant in thousands of years!" the ancient alicorn grumbled as she turned back to Mort. "I mean really Mort, do you have any inkling of just how many zomponies I had to slay to get at that book? Not to mention how the majority of them were my own subjects before you raised them from their graves into an unholy legion!" the ancient alicorn snarled. Mort looked properly cowed and idly twirled his hooves, the elements merely gaping at the grim galloper.

"You're a zompny slayer?" Rainbow questioned of the pure-white mare. Faust rolled her eyes and nodded her head, then turned back to glaring at the grim galloper. "That is so bucking awesome!" Rainbow crowed with a grin.

"Not like I had a choice, it was either slay zomponies or let them overwhelm my guards," Faust grumbled with her eyes trained on the grim galloper.

"UH YES, I'M ACTUALLY REALLY SORRY ABOUT THAT, BUT YOU DID TECHNICALLY TEACH ME THE FIRST NECROMATIC SPELL I EVER LEARNED," Mort replied quietly. Faust groaned and brought a hoof to her face.

"Oh right, Soul-Sight is such an evil spell..." the ancient mare replied sarcastically, "... it's not at all like you took it way too far and started doing unholy experiments on ponies!" she snarled at the grim galloper furiously.

"Uh, maybe you two should, I don't know, calm down?" Cadence pleaded of the two tiredly. The crystal princess then leaned back as both older alicorns fell silent. "Alright, now back to the problem at hand. How do we get to Celestia and Luna?" Cadence questioned while looking to Faust. The older mare sighed tiredly and rubbed at her eyes with her hooves.

"Unfortunately if the tower is surrounded by dark magic all entrances and exits would have closed," The pure-white alicorn admitted and then clicked her tongue. "The only way inside in that instance is through an underwater passage at the bottom of the tower," Faust muttered with a frown and Rainbow smirked.

"So we just swim inside, big deal," The prismatic pegasus stated with a nod.

"Not really, we still have to get to the tunnel, which happens to be several miles underwater and south of Manehatten," the pure-white alicorn responded flatly. Rainbow blinked and then grimaced in response, the other elements not looking much more enthused than she was.

"Alright that could be a problem," the prismatic pegasus admitted sheepishly. Twilight frowned to herself and then looked to Faust with a deeply confused look.

"Can't you just teleport us into the tower?" she asked the pure-white mare with a frown.

"No, I can barely teleport myself from the tower to Ponyville," the pure-white mare noted with a frown.

"So 'ats what y'all were doing in my orchard," Applejack noted with a smirk. Faust grinned sheepishly and nodded her head.

"Yeah, and because of that I don't want to think about what might happen to passengers if I tried it," the pure-white alicorn mumbled with a shudder. The rest of the elements couldn't help but agree with the mare, especially Twilight who had an inkling of what could happen to them.

"So you can't teleport in, and the only way inside is under water," Cadence mumbled under her breath with a frown. "can you use a water breathing spell or something?" the crystal princess questioned curiously. Both Twilight and Faust glanced to one another, then Cadence and shook their heads.

"That kind of spell wouldn't protect us from the pressure, we'd likely be crushed if we tried to get down as far as Faust has suggested," the little lavender unicorn replied. Faust nodded her head, clicked her tongue and frowned as a thought came to her.

"Actually, I might know of one way down there," the pure-white alicorn admitted. Twilight looked to the older mare with a surprised expression.

"And that would be?" the little lavender unicorn questioned curiously. The pure-white mare chuckled to herself as she looked to Mort, the grim galloper bringing a hoof to his skull when he realized what she meant.

"OH PLEASE NOT THEM, ISN'T THERE ANY OTHER WAY?" Mort pleaded. Faust rolled her eyes and shook her head, the grim galloper thus allowed his head to fall forward and slam into the table. "OF ALL THE PONIES IN THE WORLD, WHY DID IT HAVE TO BE THEM?" the pale pony pleaded over dramatically. Rolling her eyes, Faust fixed the grim galloper with a flat expression.

"What do you care, you don't have to go visit them." Faust reminded the grim galloper pointedly.

"NO, BUT AS SOON AS THEY REALIZE THE OTHER TRIBES ARE NO LONGER DIVIDED THEY'LL JOIN UP WITH EQUESTRIA, AND THEN I'LL BE SEEING THEM ALL OVER THE PLACE," Mort grumbled and rubbed his skull tiredly. Twilight looked between both ancient alicorns, she wondered what they were talking about for only a moment before interrupting them.

"Uh, pardon me, but who are you ponies talking about?" the little lavender mare all but demanded. The other elements and even cadence nodding their heads in agreement. Faust suddenly snickered and grinned while Mort groaned and banged his head into the table.

"Has any pony here ever heard of the Hippocampi?" the ancient alicorn questioned. Twilight blinked and nodded her head, as did the majority of the ponies present. Most of them had heard of them at one time or another through old stories, they weren't exactly a hidden myth.

"Well yeah they're supposed to be to the ocean, what pegasi are to the sky right?" Rainbow asked with a shrug.

"Yeah that's them!" Pinkie declared and then looked to Faust with a grin. "I mean duh, of course we've heard of them Faustie, there are all kinds of stories about 'em!" Pinkie declared happily. "The Little Hippocampi is one of my favorites from when I was a foal," the pink party pony declared happily. Faust blinked and then fixed the mare with a frown.

"Which version?" the pure-white alicorn questioned curiously.

"Both!" Pinkie declared happily. Faust looked at her more than a little shocked, but decided to take her word for it while the other elements seemed confused.

"There's more than one version of The Little Hippocampi?" Rainbow questioned while scratched her head as Faust grimaced. However the pure-white mare quickly shook her head and looked at the prismatic pegasus with a frown.

"That's not important right now, what is important is that Hippocampi are real," Faust stated and smirked when Twilight gaped at her.

"B-but how's that possible! They're just a myth!" the little lavender unicorn exclaimed. Faust merely rolled her eyes and grinned cheekily.

"So were Nightmare Moon and Discord," She stated teasingly. The ancient alicorn then took a breath and looked at the others seriously. "But in any case, yes Hippocampi are real, and you're in luck because I just so happen to know a way to get in contact with them," the pure-white alicorn stated. "So pack your bags every pony, we're heading to the ocean to meet with the Sea-Ponies!" Faust declared while Mort groaned. It was clear to every pony present that the grim galloper wasn't exactly a fan of the under-water dwelling equines...

TBC...

Author's Note

I suppose I should note how I didn't have Twilight's full freak out this chapter... yeah well I didn't think adding how Twilight started pacing her room worried about the wrath of Faust falling on her head would really add to the story. Well I mean not any more than a few cheap laughs at her expense of course.

Celestia and Luna as fillies, I have no idea why I added that in. I guess I just though it'd be nice, besides that the memory has them under Faust's wings by the fire. The banner for the 'Lauren Faust's OC' Group has that same scene as it's banner and I figured it'd be a good way to continue showing that Faust is a story teller, not a scientist / researcher like Twilight.

And yes, I realize the 'boring' stallion in the beginning was probably a bit much, I actually imagined the voice of that one really boring sounding actor who plays the Pixxies in Fairly Odd Parents when made him. So yeah, he drones on like they do. Anyways I was surprised by how quickly I managed to write this chapter, I hope it's still up to par with my last few. In any case I hope to update soon but work may not allow me. Till next time, ciao.

The Hippocampi: Part 2

The Hippocampi:

Mortis the Black

A flash of black magic and a burst of feathers was the only warning before Mort and the elements appeared back behind Sugarcube Corner. The elements were for the most part merely disorientated from the long range teleportation. Pinkie and Applejack on the other hoof had far more extreme reactions. Pinkie pie bounced around happily, pleading with her uncle Mort to let her 'do it again', over and over. Applejack however, groaned and ducked over to a garbage pail to heave up the contents of her stomach.

"Ugh... Ah asked to not do that again!" the apple-mare groaned pitiably. Rainbow Dash couldn't contain a snicker as she looked at her southern accented friend while she practically hung off of the trash can.

"Aw suck it up AJ, it's not that bad," the cyan mare stated with a wave of her hoof. The prismatic pegasus got a scathing look from Twilight, who then turned to her orange coated friend.

"Sorry about that Applejack, Mort's the fastest way from Canterlot to Ponyville. If we're going to properly get ready for this trip we had to let him teleport us," Twilight stated. She was concentrating on the task at hand, getting together whatever provisions she would need for the trip to see the Hippocampi and save the princesses from Faust's tower. That was all that was keeping the little lavender unicorn from completely freaking out about thinking her teachers 'mother' was an evil villain. Once all was said and done and the princesses were saved, she planned on throwing herself at their mercy.

Which meant she was trying to think of what she might need at the place she would be banished to...

"Don't mean ah have 'ta like it," Applejack muttered. She didn't know what it was about the way Mort teleported around, but it seemed to make her violently ill.

"Aww c'mon girls! Stop procrastinating! We have to get all our stuff ready for a real live old fashioned adventure! Woo!" Pinkie exclaimed with a wide grin. The pink party pony wasn't, in the slightest, surprised that Faust was an alicorn. Nor was she surprised that Celestia and Luna had managed to unleash some ancient evil in Faust's tower. She wasn't even all that surprised that the Hippocampi were real. Honestly, the most surprising thing she'd heard all day was that Faust was actually even older than her uncle Mort.

"Pinkie Darling, how does any of this count as an 'old fashioned adventure'?" Rarity questioned with a frown. The pink party pony suddenly stopped her bouncing and frowned. She looked at Rarity with a flat expression and raised a brow with a shake of her head.

"We're a group of friends on a quest to save two princesses from a distant tower infested with ancient evil. It is a tower that no pony has ever been too, or that none have ever returned from in several centuries, and we have no idea what waits for us inside. Not only is the embodiment of death our ally, but an ancient immortal being is our guide to the undersea city of the hippocampi. Which by the way, is the location of the only way into her tower," the pink party pony explained flatly. Rarity blinked for a moment, opened her mouth, and then closed it.

"Oh dear, you're right," Rarity realized with her eyes wide. Pinkie nodded her head with a roll of her eyes, then stopped and tapped at her chin.

"Oh yeah, and did I forget to mention that since we're all 'Knights of Equestria' we're technically the gallant knights off to save the princesses?" Pinkie added thoughtfully. Twilight openly gaped and stared at pinkie, then closed her mouth and widened her eyes when she realized that the pink party pony was right.

"That's actually a text-book example of a classic adventure story," Twilight stated with wide eyes. Though technically they were actually missing the classic 'knight in shining armor' from the equation. Or even the youthful hero who comes into his / her own along the journey. Then again, that character always ended up in a romantic relationship with at least one of the princesses or his / her companions. As far as Twilight knew, there was no pony with any of those traits among their group. Oh, and there was no Dragon, all those old adventures typically had a dragon.

"AS INTERESTING AS ALL THAT IS, I FEEL I MUST REMIND YOU THAT WE HAVE A BIT OF A SCHEDULE TO KEEP," Mort reminded the elements. His voice caused the majority of them to jump, Pinkie doing so with a grin. Clearly the pink party pony only wanted to jump because she thought it looked like fun.

"Oh right of course!" Twilight exclaimed and galloped off. The rest of the elements glanced at one another and then rushed off alongside the little lavender unicorn. Pinkie merely grinned and bounced off to Sugarcube Corner, leaving Mort to await them in silence. The grim galloper sat down and lowered his head, his sickly green flames for eyes dimming as he awaited their return. He hated to admit it, but Faust had dredged up quite a few memories that he would have preferred to leave buried. If for no other reason then to save himself the shame of knowing them.

Unfortunately, that was not the case, and as he sat alone, his memories seemed to consume his mind and pull him back to when he was still young...

Mortis was a blind pony, his eyes were dead from the time he was born. He was abandoned as a foal by his parents, and adopted by Lord Umbra, who had placed a magical tether on him. The link allowed Mortis to 'follow' him around, but would still often bump into things. The link worked differently for Lord Umbra, he could call on Mortis' power to bolster his own. He felt it fair because in his opinion, a blind unicorn had no right to use magic at all. The little colt knew this, he also knew that he was only with his 'father' now because the older unicorn wanted to have an ace up his sleeve.

They had traveled with a convoy of unicorn guards into a mountain ringed place known as Dream Valley. From what Mortis had learned by listening to the guards, it was a very strange place. Every pony worked together, the Pegasi controlled the weather, the Unicorns of course used magic but did so for the betterment of others, Earth-Ponies grew splendid food for all, Flutter-Ponies or 'Breezies' cared for animals and manipulated the winds, and Sea-Ponies or 'Hippocampi' controlled the tides and currents of rivers and seas.

Lord Umbra was of the mind that unicorns were superior to all other races. After all, only a unicorn could actually use magic. The colt didn't speak against his 'father', but he wasn't sure if that was right. He didn't really have much of a choice in the matter anyways. He was to be silent unless spoken too, and right now his father was more concerned with the ruler of Dream Valley. Tales of her power were widely known even in to the tribes beyond the hidden valley. Ponies from the outer tribes were growing more and more curious about the strange being, an 'Alicorn' if the stories be true.

A pony with the wings of a pegasi, the magic of a unicorn, and the raw stamina and endurance of an earth-pony. Beyond all that, it was also said to be an immortal. If the stories of this being were true, then not even his father could possibly battle it. Of course Lord Umbra didn't believe the tales, he didn't think it possible for such a being to exist. After all, in his mind a unicorn was perfect, if this 'Alicorn' did exist it would be even greater than the unicorns. As such, Lord Umbra assumed the stories were just that, simple stories, ones that were spread by the populace of Dream Valley to ward off invaders.

Again, Mortis didn't know, and as they continued to make their way into Dream Valley, he wondered what would happen next. "Look sire, there is the tower in which it lives," one of the guards declared and Mortis ears swiveled in the guards direction. He couldn't see them, but he heard the clinking and clanking of their armor as they surrounded he and his father on all sides.

"It is, impressive," Lord Umbra admitted, his voice deep and jarring. Mortis knew that his father planned to take Dream Valley for his own. However, his father hoped to use his words in order to do so, rather than brute force. He was a very charismatic pony, he could convince others to do what he wanted quite easily and had done so for years. Even if the being was an alicorn, which he denied actually existed, he would sweet talk it into an alliance and find a way to do away with it. He was certain that nothing about this creature was immortal.

Mortis felt his father was, honestly, in denial.

Regardless of what he thought, he was now on his way to the Tower in which this 'Alicorn' lived. Mortis felt his hooves itch, his tail twitch, and his teeth shake and knew something would happen. Whether it would be good or bad he couldn't really tell. But he knew something was going to happen. He listened and continued to trot at his fathers side, he heard ponies whisper about them. They seemed surprised and even scared by armored unicorns. The colt wasn't sure what to make of that. In his own home it was quite common to see armored unicorns.

Or at least he had assumed so, he always heard their armor as they trotted around back home.

"Mortis, stop slouching," Lord Umbra suddenly hissed. The little colt's head shot up and his dead green eyes looked around, unseeingly. His father's own armor made a noise he couldn't quite place. His fathers armor seemed to be made of something different then what his guards wore. It was probably lighter, or perhaps heavier, he really didn't know. All he knew was that it sounded different than that of the guards. The colt on the other hand was given saddlebags, horseshoes for the trip that were quite painful, and a little hooded cloak of sorts to keep him warm.

"Sire, perhaps Mortis needs to rest, he is just a colt," one of the guards noted from the side. Mortis ears twitched and he thought the voice was familiar. Ah yes, it was Light-Bringer. Light-Bringer was perhaps one of the most noble of the guards under his father's command. However unfortunately that did little to help him rise to prominence in his fathers guard. His father was not a stallion who particularly liked the more noble warrior.

"He is also my son," Lord Umbra growled. "and we are almost to the tower, I see no reason to stop now," the lord stated sternly. Mortis merely sighed, he heard Light-Bringer mutter under his breath and all fell silent amongst the guards. His father was not a gentle stallion. He was harsh and perhaps even cruel, Mortis was well aware of that fact, but there was little he could do about it. Mortis suddenly noticed a sound he'd never heard before, his hooves clopped against a new kind of stone, it was all new and his senses were barely able to adapt to them.

And then he heard a voice he would never forget.

"Hello, my little ponies, what brings you here?" the voice belonged to a mare, it sounded kind and gentle to Mortis. It sounded of warmth and love, but also of a lonely sadness. Mortis found that perhaps he liked this voice, and he wondered to whom it belonged.

"A-are you the one wh-who rules this land?" His father stuttered, that was a surprise. Perhaps the tales of the 'Alicorn' were true after all. That also meant Lord Umbra had been wrong, something he was actually not used too. If the alicorn really was real that also meant the stories were true. If the stories were true that meant that he was standing in front of a potentially immortal, all-powerful being. Suddenly Mortis really wished to shrink in on himself and disappear.

"Indeed I am, my name is Faust," The kind warm loving voice replied. Oh and the all-powerful, potentially immortal being also turned out to be a mare. His father was horrible around mares, he always thought he was better than them. This wasn't going to end well, he didn't need to feel his ear twitch to know that. Mortis shuddered as a sudden feeling welled within him. His ears swiveled all around yet he became lost in a fog of sound he could not escape from.

"I am Lord Umbra of the outer unicorn tribes," his father began but his voice was soon drowned out by another.

"And just who might you be little one?" The voice was unnervingly close, his father and the guards hadn't budged, how had she gotten so close to him? "Hmm, let me guess, your father doesn't want you to speak?" The voice questioned and he slowly nodded his head, practically shaking in fear. How could she move when his father was still speaking to her as if she remained in the same spot? "Don't worry, he can't see or hear anything I don't want him too right now," the kind voice explained, yet that only made Mortis worry even more.

Clearly his father had not only been in denial, but had completely underestimated the true power of this 'Alicorn'.

"I-I am Mortis," Mortis replied and listened as the mare hummed.

"I see, and would you happen to be blind little Mortis?" she questioned curiously, he nodded his head once more, shaking like a leaf beneath her gaze. He couldn't be sure where she was, but he could feel her eyes on him, it was a strange sensation somewhere between frightening and exciting that he didn't know how to deal with. "Do you like it where you live?" the mare questioned softly.

Mortis twitched, he didn't know how to answer that. He wasn't exactly fond of his home, ponies tended to treat him differently, not good different, bad different. He was blind and the son of the leader of his tribe, but he would be passed over for his blindness. Besides that it was a non-issue, his father had him magically tethered to him.

"I-I'm m-magically t-t..." he tried to say but a hoof to his muzzle stopped him.

"I didn't ask about that, I knew the second I scanned you with my magic," The mare stated. "I asked if you are happy where you live?" The mare's kind voice asked him once more. Mortis felt his eyes fall and scraped a hoof against the floor sadly.

"N-no," he admitted and listened as Faust hummed.

"Do you wish you could see?" she questioned.

"Y-yes," he admitted once more and noticed his father's voice was becoming quieter. He also noticed that he could no longer feel the magical tether binding him to the stallion. "W-what's going on?" He questioned, a confused expression etched across his features.

"I've actually been watching you and your father for some time now. Ever since you first entered Dream Valley to be specific. I've noticed how your father treats you, and I thought I could at least help you to see. He'll be outside for a while talking to 'me' so you need not worry." Faust's voice echoed while Mortis felt a warmth behind him. "You see, my mentor Majesty created a few special relics that let me see anywhere and everywhere I so desire in Dream Valley," the mare explained. Mortis was left in awe, he could hardly imagine such a relic, let alone comprehend that it was real.

"Th-that's amazing," he declared softly. He heard a soft sigh and felt a pair of wings wrap around him. The wings were, to put it mildly, massive or at least he assumed so. They wrapped around him so completely in a soft downy blanket that his tired little body fell back and he nearly fell to sleep on the spot. Then he felt something metallic at his head but the rest was an impossibly soft furred chest, it was clearly several times larger than his fathers. Given that Faust was a mare, that was impressive to say the very least, thus he assumed that the mare was very very tall.

"Majesty was an amazing mare," Faust's voice stated from over head and he tried to look up at her. "But for you, I think I know a simple way to see," she mused aloud, a laughing tone to her voice.

"H-how?" Mortis questioned and felt a warmth nuzzle his side.

"Can you feel magic?" the mare asked instead. Mortis blinked and slowly nodded his head. That was part of how his father's tether worked after all. "Good, then close your eyes," She ordered and he did as bade. "Now, feel the magic within yourself," She continued and Mortis bit his lip. His father's tether was no longer there so he could no longer feel his father's magic. But he knew what that felt like, so he tried to feel for something similar. He eventually found something similar, but it somehow felt darker, heavier, older, he couldn't really know how to explain it, but it felt different.

"Good, now I want you to bring your magic to your eyes," Faust ordered and the little colt grit his teeth and tried to obey. His skill with magic was pitiable at best, but he knew how to control it's motions within his own body. He'd only learned to do it with his father's tether, and only when he was especially bored. He would make it feel like it was tethered to a hoof instead of his horn, or to his tail, his mane, his nose, he'd put the tether in all kinds of places simply to amuse himself. As such the little colt had little trouble moving the magic into his eyes.

"Now, I need you to focus on your eyes for a moment and spread the magic outward," the mare ordered, much to Mortis' confusion. He did as bade regardless and felt a sudden sense of loss, stumbling on his hooves as it happened. "Good, now pull it back in, keep it within your eyes, and open them slowly," Faust finished with a smile in her voice. Mortis frowned but did as bade, he felt a strange feeling well up within him as he did. The little colt stopped for a moment, he took a breath and slowly opened his eyes. For the first time in his life, he saw something besides endless black.

He felt his eyes widen as he saw wings, he saw feathers that shined so brightly he could barely comprehend them.

The wings then opened and he saw a large room, a throne directly in front of him with a carpet leading up to it. He saw portraits of ponies to all sides of him, and slowly turned to see the 'Alicorn' herself. He was not sure what he had expected, he had never seen any pony before, but this mare had to be a beauty all her own. She was every bit as tall as he'd imagined, taller than he was while standing up even while she was laying down. She had a straight albeit messy mane and tail, her wings were large and folded at her sides, her horn was long and fluted, and her eyes were soft and kind.

He barely even realized she was wearing a shining regalia, or that her body seemed to shimmer and shake with raw power ever so slightly.

"Soul Sight," Faust stated with a pleasant smile. "It allows you to see, not the physical, rather you are seeing the spiritual world around you," the mare explained. Mortis merely stared at her, and then at the world around him and stumbled on his hooves. It was all so different, so new and he wasn't sure how he should react to everything.

"I-I-I... how d-do I th-thank you?" Mortis questioned with tears in his eyes. The mare merely smiled warmly and nuzzled his little neck.

"Just live your life and be happy, my little pony," Faust replied while rising up and making her way to her throne. Watching the mare for a moment the little colt slowly turned and left. He looked back only one more time and the alicorn waved a hoof at his retreat. A slight smile worked it's way across his features as he left the tower. When next the colt would return to Dream Valley it would be fifty years later. When next he would return to the tower, he would be grown and desire not only the tower for his own.

But also the mare who lived there...

"Uncle Mort?" Pinkie's voice suddenly snapped Mort from his memories. The ancient alicorn glanced around and settled on the pink party pony. "Are you okay? My spine went all cold and usually that means your sad," Pinkie stated with a worried frown. Mort merely sighed and patted his 'niece' on the head. Pinkie was the granddaughter of his best friend, Binkman Daniel Pie, better known as Binky. Binky had been a servant to Mort for centuries, his life extended so long as he served the grim galloper.

When Binky had eventually met Pinkie's grandmother, well, he stopped serving Mort. Mort had never been bitter about it though, he was happy for him. He'd been named god-father to Binky's son, and Pinkie had always endearingly called him 'Uncle Mort'. The grim galloper had taken a shine to the pink party pony, perhaps because she was so unlike himself. In any case he considered the pink pony as much his niece as she considered him an uncle. It was a rather strange relationship, he knew that, after all Pinkie was all about laughter and life, and he was, admittedly, a rotted out skeleton.

"WHAT DO YOU NEED PINKIE?" Mort asked the mare curiously.

"Oh, I was wondering if I'll need to bring my Party Cannon or not," Pinkie replied with a smile. The grim galloper stopped and hummed in thought. He admitted that the 'party cannon' would be useful only as artillery if they took it, but he doubted they would need a cannon. Rather, he doubted a cannon would be of much use against anything they went up against within the walls of Faust's Tower.

"NO, I HIGHLY DOUBT IT'D BE OF MUCH USE," Mort replied honestly. Pinkie pouted for only a moment, then smiled and bounced away.

"Oh well, guess that just leaves me some extra room," the pink party pony decided.

"WAIT PINKIE," Mort called softly. The pink party pony, somehow, stopped in mid air and turned her head to the grim galloper. Mort wasn't sure, but he believed that a majority of Binky's otherworldly powers had been transferred to Pinkie. Walking on air had been one of them, as had passing through solid mass, and moving through other dimensions. It would at least explain why Pinkie could do the things that she did. Even if that was how she did such things Mort wouldn't remove the magic from her, she was his favorite little niece after all.

"What'cha need Uncle Mort?" The party pony questioned with a smile.

"BLUEBERRY AND PISTACHIO MUFFINS," Mort replied gravely. The muffins were important, not to him, he didn't really need to eat. They would be important for some pony else, one of two parties he'd hurt a very long time ago. Unfortunately that pony was going to be a bit of a pain to reason with, he was notoriously grumpy. The pink party pony raised a brow for only a moment before shrugging.

"Okie dokie loki Uncle Mort!" She declared and fell back into her bounce to continue on her way. As she left Mort retreated back into his thoughts, and once there the grim galloper felt his mind cloud over. Memories of his horrid actions, of sick and twisted experiments. Of a unicorn gone mad with power. He also remembered how he had wanted Faust, how his desire for her had been an obsession. But most of all, he remembered one thing above all else, something he knew now had to be done to save Pony kind. He'd been sick, insane, had they left him alone he'd have likely done far worse than he managed.

Which is why he remembered how she killed him...

It had been fifty years since Mortis had gained his sight. It had been forty five years since he had discovered Black Magic. It had been thirty years since he'd started work on his greatest work, The Necronomicon. It had been only a scant two years since he had completed the book. It was a compendium of every Necromatic spell he had created, every potion he'd concocted, and every experiment he'd conducted. It was a living book with more than enough enchantments to kill any pony else who touched it. Besides him of course.

And right now, he was marching through Dream Valley, an army of the living dead at his back.

Two years ago he'd finished his book, and after that he'd felt he could finally take Dream Valley, and its beautiful ruler, for his own. His soldiers marched obediently, the lack of a mind or free-will made it easy. Zomponies were the most basic of his foot soldiers. They were utterly brainless with nothing to drive them but his will and their need to feed. They were little better than cannon fodder in all honesty. He had little use for them as a few Pegasi and Unicorn guards could easily take them down. Admittedly they had, which had surprised him. He thought the ponies of Dream Valley would roll over in a fight.

He'd been wrong.

The Ponies of Dream Valley did not just roll over in a fight. No. Apparently much like their ancestors they took matters into their own hooves in desperate situations. Yes, they had an all-powerful ruler, but they wouldn't force her to solve all their problems for them. The Earth-Ponies and Unicorns had worked together with Hippocampi to fashion extremely sturdy, yet light armor. The Pegasi used that and the clouds to call down lightning storms to fry the Zomponies with startling efficiency. That tactic had been what had kept his armies at bay for several months.

Then he'd decided he'd had enough and introduced them to his next creation, the Windegos. They were shock-troops, they were slightly more intelligent than the Zomponies, created freezing cold winds, and both inspired as well as fed off of hate and anger. With the pegasi fighting off the Zomponies, growing to hate them over time, it was a massacre. The Windegos had quickly decimated the supposed aerial superiority that the pegasi had held out for so long. The Windegos continued forward, destroying any pegasi in their way which allowed Mortis to resurrect them to bolster his dwindling Zompony army.

Or so he had assumed. If only he'd taken even a moment to look back, he might've realized the numbers were strangely light on enemy casualties in the first place. Or he might've noticed how there were few, if any, corpses rising to actually bolster his ranks. In fact, had he turned back he'd have seen those bodies seemingly smirk, then turn to ash as his magic touched them. It was strange how hindsight made him feel like such a foolish idiot.

Regardless, after that the unicorns had their turn. They had erected powerful multi-layered barriers to keep the Windegos at bay. Mortis knew that the unicorns of Dream Valley couldn't have created the barriers on their own. Faust had clearly helped them this time. That had spurred him on, and so he had unleashed his most dangerous creations. Creatures even he had been reluctant to release on the world. Of course he felt it was necessary to achieving his goals, thus he released the Sinisteeds onto Faust's Tower.

Sinisteeds.They were a horror unto themselves. Crafted from the spirits of the living then twisted and changed into a nightmarish beast. Wraith like entities that move like the wind itself and leave only devastation in their wake. They feed off of fear, misery, and despair. Only the most pitiable of Mortis' enemies had ever been changed into such creatures. So naturally 'Lord Umbra' his former father had been among the first of their number. The Sinisteeds were seemingly immortal, untouchable, and indestructible. At the time, Mortis had only found one weakness in them, besides his control over them.

Regardless, he had unleashed the Sinisteeds onto Faust's Tower. Alongside the Windegos the two spirits of anger and misery had worn down the mental fortitude of the ponies within their barrier. Once they were unable to hold the barriers up, he had marched inside. He had thought that with all those defenses taken down he would have little trouble dispatching whatever remained inside. He'd been wrong. He'd been so very wrong. It was the very moment he entered the tower that all his careful plans and dreams had been utterly derailed.

Still he'd trotted within calmly, a smirk on his face as his glowing eyes shined like sickly green flames. In the entryway Faust herself sat, a very stern scowl on her face. Unlike him she hadn't changed, still the same, still as beautiful as always. "So we meet again," he had said while approaching. Fifty years and decades of research might have made his magic powerful. However his body had aged greatly, a beard hung from his chin and the black armor he wore felt annoyingly heavy. He had wished so much to be as everlasting and eternal as Faust was, to be able to remain a youthful stallion into infinity.

"Seems that way," Faust had not been happy to see him, her voice was cold as ice. She had glared at him with enough hatred to leave him utterly terrified. He hadn't shown it at the time, and he'd felt so confident with his Windegos and Sinisteeds at the ready. If he hadn't been such an arrogant fool he'd have realized that he was trotting to his doom and staring at his executioner.

"I have the advantage here Faust, your guards will do you no more good," the necromancer stated. Of course it had been like a bit of Lord Umbra's arrogance had rubbed off on him. Of course if ever asked he'd never admit to that, instead he would deny being arrogant.

"You really think my guards need to protect me?" Faust had asked with such a calm tone. Her head tilted, lips lifted into an amused smirk, and a single brow raised. It was clear that she found his, admittedly, laughable attempt at her as little more than a joke. He'd not appreciated that in the least.

"Of course not, but I do know that even you can't possibly stop everything I have at my disposal!" Mortis replied sternly. He didn't know what he expected, a moment she'd been across from him, then suddenly, he had to look up. Now she was standing directly in front of him, a pair of heavy chains hanging at her sides via crimson magic. Faust had been frowning deeply, her eyes set into a stern glare.

"Then you forget that I can make you see what I want you to," the pure-white alicorn stated and then knocked the Necronomicon from his hooves. Her magic grasped it from the air and then teleported it away a second later. All tartarus broke loose a moment later as Faust jumped back. The chains went taught and yanked the heavy iron-doors closed behind him, cutting him off from the rest of his forces. His Sinisteeds and Windegos made to attack her, but she'd shined a light on the Sinisteeds. The single weakness of their kind was that they were like shadows, so of course the light could destroy them.

The pure-white alicorn had then landed on her hooves and smiled serenely, her eyes closed as if lost in her memories, her horn glowing brightly. The Windegos were hit by what Mortis could only call a warmth, a warmth that melted them away and knocked him back. Another second, his Zomponies were incinerated with a Burning Charm. In a matter of moments, the necromancer was disarmed and isolated from his army, his remaining minions destroyed, and now Faust was glaring at him heatedly. What was more frightening than the fact she had done so, was the fact it had seemed almost effortless to her.

"H-how did you," Mortis tried to question her, but the mare interrupted him.

"You remember my teachers artifacts? The ones that let me see anywhere and everywhere in Dream Valley?" the pure-white mare questioned sternly. The utter calm on her face had been terrifying, she had decimated all his forces in a matter of moments, and somehow she was still calm.

"Y-yes," he had stuttered fearfully. In that moment it had almost been like he was a colt again, a stuttering and fearful little colt before an all-powerful being.

"Then you should realize that my forces weren't just holding you back all this time. They were also leading you here so I could lock you inside, away from your army. Sure I'll probably have a heck of a time trying to take out all the stragglers, but at least without you I won't have an unending army of them," the mare stated, eyes narrowing onto him further. Mortis own eyes widened as he realized what had happened and why so few had actually died from protecting the mare.

The pure-white alicorn had been watching the whole time, saving all she could while also keeping an eye on his troops for weakness. Zomponies, Fire. Sinisteeds, Light. Windegos...

"W-wait, h-how did you d-destroy my Windegos?" the defeated necromancer had questioned. For the first time since this had started, Mortis saw a smile cross Faust's face.

"The Windegos are an entity which feeds off of anger and hatred, so I simply exposed them to something without anger or hatred," the mare replied academically. She had then took in a breath and looked down, her eyes misting over with un-shed tears. "So to be rid of them, I simply remembered my friends, and let that feeling tear them apart," the mare explained, then looked back to Mortis with a scowl. "And now we come to you, Mortis the Black," She stated darkly, scowl deepening as she approached the necromancer.

Mortis shook, his father's armor felt even more annoyingly heavy as the mare soon stood over him. He backpedaled slowly, trying desperately to escape from her. However her magic dragged him back by his tail, her scowl deepening as she took in a breath through her nose. She then exhaled and her scowl turned to a disappointed frown, she shook her head and began to tap her hoof into the floor. Mortis didn't know what she would do next, he was without his army, the majority of his magic was necromatic and he didn't have any curses he wanted to hit this mare with.

He desired her after all, what would the point of this insane campaign be if he had to destroy her?

"As much as I would love to simply be rid of you, I'm not a violent mare," she had said so with a sigh. "So I will give you one last chance to give up and leave my lands forever," the pure-white alicorn stated. She glared at Mortis as he shook in her magical grasp. "So, what say you, Mortis the Black?" the mare asked him pointedly. The stallion felt his ear twitch and his back leg kicked slightly. He took several deep breaths but his panic was becoming overwhelming. Which is why, Mortis made the last mistake of his mortal life.

He shot a quick sleeping curse at the mare. It wouldn't harm her in any way, she would just fall to sleep for a while. The necromancer still didn't want to hurt her, some part of his mind still thanked her for granting him his sight. Yet still he had miscalculated and underestimated the mare once more. The spell seemingly passed through her, a deep scowl crossing her face. This was because she hadn't been where he had thought she was. She had caught him in a perception charm, and he suspected he had been within one the entire time.

"Really? I mean c'mon, really?" she questioned incredulously. He had squirmed under her gaze as she snorted furiously. "I give you one chance, one chance to turn back and leave my lands peacefully. One bucking chance to get out of my sight with your hide intact and what do you do? You try to curse me!" she roared furiously. The Necromancer did not whimper, but he did shake as she glared at him. "That's it Mortis! No more chances, I am so done!" the pure-white alicorn growled and stomped a hoof into the ground.

The stone was cracked by her great strength and Mortis shuddered fearfully. The mare didn't seem to notice as she leaned back and tapped her hoof thoughtfully. "Now how do I deal with you exactly?" She wondered with a frown. She looked over the aged unicorn several times to try and decide on her next action. Eventually the alicorn stopped and closed her eyes, a look of resignation passing over her features. She turned back to Mortis and snorted a breath through her nose, eyes calm yet stern.

"I suppose I'll have to use one of Majesty's three spells to be rid of you," Faust decided with a frown, less angry and more unsure of herself. "The first I could use is apparently very painful," she began while tapping her chin. "It would turn you into a tree, petrifying your body and slowly changing you into one in the most excruciating way it can," the mare stated flatly, without any emotion. Mortis felt his blood run cold. "The next one is mind breaking, you'd be turned to stone potentially forever, frozen forever and unable to move, yet still fully aware," Faust explained while lifting Mortis into the air.

The Necromancer would admit that he whimpered pitifully as he prepared himself for the last spell.

"Finally, the last spell is utterly painless, and Majesty used it only once" Faust stated while staring Mortis in the eye. The Necromancer watched the mare's horn began to glow crimson, and wondered what was going to happen. That was when he heard a sudden 'pop'. There was another, and yet another. Soon Mortis looked down and his eyes widened in shock and fear. His back hooves had started to turn into bubbles. Those same bubbles that made up what had once been his hooves were now popping out of existence with startling speed.

"While painless, this spell makes you bubble away into nothingness, erasing you completely," Faust explained. Mortis looked up to the mare with wide eyes. The mare merely sighed tiredly and turned away from the Necromancer, trotting away as the bubbles continued to pop. "My little ponies don't protect me Mortis, I protect my little ponies," She said cryptically as she left. The necromancer was silent, unsure of what to do or say, and before he knew it the bubbles had reached his neck, his jaw, his face. Soon all that was left of him were his eyes, and a few moments later, even those would be gone as well.

And when that final 'pop' finally sounded, no pony would expect that Mortis the Black would return someday.

"Uncle Mort, are you sure you're alright?" Pinkie questioned while waving a hoof before the grim gallopers eyes. He 'blinked' for a moment and tilted his head as the pink party pony looked at him worriedly. Unfortunately he didn't have an answer for his niece, not this time. "Um, well, look I got the muffins," Pinkie offered with a worried smile. She was somehow holding the bag of muffins on her outstretched hooves while looking to him. The grim galloper merely nodded his head and the flames that made up his eyes went out. They were essentially closed right now and he was returned to the darkness.

Blindness was a much more apt description in his case. After all, he'd been blind before he had met Faust, it was only thanks to her kindness that he could see. Equally, it was only thanks to her killing him that he became an Alicorn. He owed everything to her. and how did he repay her? The pale pony felt a sigh pass though his body, whatever he still had that passed as a heart constricted within his chest. In his youth he'd been insane, he'd hurt the pony who had given him his sight. In the back of his mind, the grim galloper knew that he'd likely live Faust's anger at him for all of eternity.

"I DON'T KNOW..." he finally answered and in his conscious mind, he felt he didn't deserve her forgiveness...

Celestia and Luna felt extremely well rested. While their beds back in Canterlot castle were far more luxurious, the old bunk beds had something that they lacked. They had memories in them, memories of a better time. They had left their regalia behind in their old room and trotted through the tower as average ponies. It also didn't hurt that the regalia could be a bit cumbersome after a while. It also didn't hurt that the didn't have any appearances to maintain, thus could 'let their hair down' so to speak.

Regardless, once they had awoken from their slumber they had set out with renewed vigor. They were determined to find the Golden Door today, and would let nothing stand in their way. They had already looked through several new doors, found dozens of interesting rooms, yet no Golden Door. "I am beginning to hate this tower," Celestia admitted with a frown. She was trying very hard not to lose her calm demeanor, but this fruitless search and the confining spaces were really starting to take a toll on her.

"Tia, I have been having a thought," Luna suddenly stated. Celestia glanced to the younger alicorn with a raised brow. "The tower, all day when we looked for the Golden Door we found nothing, yet when we tired the tower led us to our old room," the lunar alicorn noted with a frown. The older alicorn frowned as well, her thoughts traveling back to when they had been young. Their every search for Dream Castle had ended with a disappointing failure. Every time they grew tired Faust always found them and took them to bed.

Was it possible that the tower had missed them, and wanted to play as if they were still fillies?

"Then do you believe this is all a game to the tower?" Celestia inquired. She wasn't sure how she felt, but if it was all a game to the tower she didn't see a point to it. She also had to wonder why the hall they were trotting through was stretching and growing. She didn't mind a less confining space but it did strike her as being a bit odd.

"Perhaps, it would make some sense considering all that has happened," Luna replied. The lunar mare was even less sure of how any of this really worked. The only pattern she'd seen thus far was that the tower kept them away from whatever they actively looked for. However on the flip side it seemed to lead them to places that they needed to go to, War Helm had been such a thing as it had answered a long unanswered question. It had given them a bit of peace of mind to know the psychotic specter wasn't just laying dormant somewhere a pony could accidentally awaken him.

"If it is a game, then what are the rules?" Celestia wondered aloud.

"Tis possible there are no rules," Luna murmured, then clicked her tongue. "Or more likely, that the rules are meant only for the tower itself," the lunar diarch suggested. Her suggestion earned her a raised brow from her older sister. "We seem to have no limit to what we can do, barring of course the obvious limitations of the tower itself. The tower however likely cannot simply keep us in one spot indefinitely as we have yet to come across such a situation," the younger alicorn explained thoughtfully. The older alicorn hummed for a moment, thinking over her sisters observation.

"Seems about right, but that means the tower has no limit to how often it can change it's halls so long as they don't come to a dead end," Celestia reminded with a frown. Luna inclined her head, realizing how much of a problem that could be for them. If nothing else the tower could keep them aimlessly wandering for the rest of eternity, or at least until their mother finally returned.

"Truly sister, we have found ourselves in a most perplexing situation," the lunar alicorn grumbled. She raised a hoof to her head as she thought about the insane 'game' the tower was playing with them. Even if they were to by some miracle find the Golden Door, closing it would be the least of their worries. After they closed it, Luna felt that they would likely continue to aimlessly wander the tower merely searching for a way to entertain themselves.

"Do you hear that?" Celestia suddenly questioned, breaking Luna from her thoughts. The lunar alicorn frowned and narrowed her eyes. Her ears swiveled all around until she heard a loud thundering sound, as well as the sound of a pony galloping. A scowl crossed the younger alicorn's features as she remembered who the only other pony in the tower currently was.

"Aye, I would assume the pony is that ruffian from before," Luna grumbled irritably. Celestia smirked and bumped her flank into her sisters.

"Oh come now Luna, I thought you two were really hitting it off," the solar diarch teased playfully.

"Tia, we sincerely hope that thou speak in jest, if thou aren't then we must inform thee that thou art not amusing," the lunar diarch stated flatly. Celestia giggled quietly and smiled to her sister. However a second later they watched Daring race passed them. The two alicorns blinked and watched the mare race off for a way, then suddenly stop and turn to look at them with wide eyes.

"What are you two looking at? Don't just stand there looking pretty! Run while you still can!" She shouted, then continued to gallop down the hall. The royal pony sisters were silent for a moment, then looked to one another. They blinked, clearly confused, and then turned as the deep thunder like sounds grew louder and louder. The halls of the tower shook and the thundering was soon accompanied by a deafening roar. The older alicorn sister felt her eyes widen when she recognized that sound and took a step back.

"That sounds like a dragon," Celestia stated as Luna gulped. The thundering and shuddering halls did little to ease either sister, their hooves began to shake as the sounds grew ever louder.

"A full grown dragon," Luna added while backing away.

"A full grown and very angry dragon," Celestia continued with urgency in her tone. It was with that thought that the magenta dragon Daring had awakened came into view. The massive creature saw the princesses and snarled furiously. It inhaled and then exhaled a torrent of flames at the two. They didn't wait even a second before they quickly dashed into the tower in search of Daring. They heard the dragon roar as they galloped and yet still, only one question came to mind.

"Where the buck did she find a dragon!?"

Twilight sighed as she sat on the front step of her library. She had long since gathered what she felt she would need for their coming journey. She was now simply waiting for every pony else, Spike resiting at her side. "So she's Celestia's mother?" the said baby dragon asked with clear disbelief. He had always assumed that Celestia had no real parents, and was born from the sun itself.

"Yes," Twilight replied miserably.

"So then Celestia actually has a mother?" Spike continued to question. He was really just trying to wrap his mind around the idea that Celestia wasn't an ageless deity who had been around sense the beginning of time.

"Yes, and Faust only adopted her when she was a filly," Twilight added. Now Spike gaped and sat back, not only did Celestia have a mother, but there were ponies around before her!

"I think my perception of reality has been shaken to the core," Spike declared with wide eyes. Twilight felt a ghost of a smile cross her lips, then sighed tiredly.

"Yeah well, how do you think I feel? I thought she was an evil villain!" Twilight reminded her assistant hotly. Spike merely rolled his eyes and looked at his sister figure with a smirk.

"Twilight, I really doubt Princess Celestia would hold that against you," the baby dragon stated with a nod of his head.

"How about Princess Luna?" the little lavender unicorn questioned flatly. Spike stopped, then thought about what might happen with Luna. Faust was her mother, Faust had taken her in apparently and raised her even though she was not her flesh and blood, and Faust likely had been the one to teach them about Magic. Given how Luna could over react at times, the idea of accusing the mare she thought of as a mother of being an evil villain? Oh...

"I probably wouldn't mention it to her," Spike replied with a shudder. He knew Luna had a bad wrap, but it was no secret that she could really over react.

"Gee, here I thought I'd go shout it off the nearest mountain," Twilight replied sarcastically. She then released a breath and closed her eyes, a hoof idly raised to the pendent she was still wearing. The little lavender unicorn had no idea where it came from, she assumed Faust had made it for her. But at the same time 'Nocturne' had been a part of a Charm, one that Faust had put on her and then left her within. That meant that it was the charm itself that made the pendent, or rather, it had been Nocturne that had made it.

"Hey Twilight, It's kinda been bugging me for a while now, but what is that?" Spike asked while looking at the silver pendent. The little lavender unicorn blinked and then turned to face him. She frowned and looked down at the pendent as it shined in the light of the sun.

"I honestly have no idea, I sort of got it from..." Twilight paused and then grimaced "... a dream," she admitted with a nervous grin. Spike raised a brow, staring at his sister figure silently for a long while. He then shook his head and muttered an 'only you' under his breath.

"THAT'S ACTUALLY A LUNAR PENDENT," Mort's voice came, nearly shocking both mare and baby dragon out of their skins. Spike took several deep breaths, eyes wide as he looked at Mort.

"Don't do that!" the baby dragon exclaimed, the grim galloper chuckling lightly.

"Hiya Twilight, you ready to go?" Pinkie questioned with a wide smile. The lavender mare had to wonder, for the thousandth time, why the pink pony was so happy. She was also a little curious as to how Mort could possibly be her uncle.

"What do you mean it's a Lunar Pendent?" Twilight asked Mort instead. The pale pony merely tilted his head for a moment, then hummed lightly.

"I MEAN THAT'S WHAT ONE IN SILVER WAS CALLED, A GOLDEN ONE IS A SOLAR PENDENT," Mort began and then yawned.

"Is there any significance to them?" Twilight questioned curiously of the grim galloper. Mort remained silent however, then hummed lightly.

"I HAVE A FEELING YOURS IS SIGNIFICANT, REGARDLESS WE SHOULD GO AND MEET UP WITH THE OTHERS, TIME IS OF THE ESSENCE," the pale pony replied. Before Twilight could question him further, the grim galloper trotted off. Pinkie grinned and bounced after her uncle, leaving Twilight alone with Spike. The little lavender mare sighed and then got up to follow them. She wished Spike a quick farewell and was on her way. The purple pony also had to wonder, what it would be like when they finally met the Hippocampi.

TBC...

Author's Note

This chapter was mostly filler as well as a bit of exposition with Mort / Mortis the Black, as well as showing Faust during her rule. Also, yes, Majesty did have three spells like that, she was quite well known for using them, her magic horseshoes, and her mirror / crystal ball. Yes the third spell Faust used to make Mortis "Bubble Away" is a spell from Majesty, an actual one I might add, from her comic iteration I believe. Basically, you do not attack Majesty or her ponies without some kind of death wish. She didn't need The Elements of Harmony or the Rainbow of Light to turn you to stone, into a tree, or just erase you from existence entirely. That was how ridiculously powerful she was, and why it's said she was the 'most magical unicorn' ever born. To those of you who might think she seems a bit OP, well, she kind of was, I admit it readily and now you get why Faust was absolutely terrified of her own teacher. But let us not forget, she was only a unicorn, not an alicorn.

In my own opinion, Alicorn Majesty would basically be over kill as nothing but old age could actually kill her.

The Hippocampi: Part 3

The Hippocampi:

Simply Signal S.O.S.

Applejack and Rainbow Dash were resting under and apple tree. The poor apple-mare had all but collapsed as soon as she was home. While it was true that she was physically strong and mentally sound, mostly, the mare had been through a bit too much recently and desperately needed to decompress. Rainbow, being the element of Loyalty, had simply rested next to her friend and listened as she vented. It also didn't hurt that the prismatic pegasus was also trying to wrap her mind around the idea of Faust as a millinea old alicorn.

"Ah've always thought Celestia was like ageless or somethin', now I found out she has a mother! It's crazy!" the mare exclaimed and then rubbed her head. "An' not only does she have a mother, but her mother is literally older 'en the hills!" She added with a sigh. Rainbow snickered to herself, though wouldn't be surprised if she was older than the hells. "Ah mean how in the hay am ah supposed to react to all this?" Applejack all but demanded. She idly rubbed her temples and closed her eyes, a migraine causing her more pain than she wanted to admit.

"Got me," Rainbow admitted with a shrug. Clearly she wasn't as affected as the apple-mare was, but then again, she hadn't thought Faust was evil or suspicious.

"An if 'at weren't bad enough, ah was suspecting the bucking mother of Celestia herself of bein' evil!" Applejack continued to vent. Rainbow shivered, she doubted that Celestia would blame her all things considered, but if any other ponies found out about that, it would not end well.

"Yeah, I wouldn't mention that around town," Rainbow admitted with a nod.

"A course ah ain't gonna mention 'at!" the mare snapped irritably, then took a deep breath and exhaled. "Ah'm jus' trying to figure out how to deal with it," the apple mare replied. Rainbow shrugged her shoulders, unsure herself. If she'd ever been put into a situation like Applejack she had a feeling she'd freak out beyond belief. One did not simply accuse the mother of the benevolent Celestia of wrongdoings in Equestria, sure no pony knew she existed, but it just wasn't done.

"If you ask me AJ, you're really worrying too much about this, Faust didn't even care," Rainbow reminded her friend. However the orange coated apple-mare grimaced and groaned at the reminder.

"'at right there only makes me feel worse," she admitted quietly. "Ah admit to suspecting her an' she don' even care a bit about it. She was all nice about it an' it makes me feel like a right eel for even suspecting her!" The apple-mare groaned. The prismatic pegasus rolled her eyes and hopped onto her hooves with a yawn. Smacking her lips tiredly, she glanced to the sky and then turned back to her sullen friend.

"Look, I get that you're all mopey right now and I'd normally be fine with that and just go on my way," Rainbow noted and then sighed. "But we've kind of got some princesses to save so we should really head out and get our stuff together for the trip," the prismatic pegasus suggested. Applejack sighed and nodded her head in agreement with her friend. Rising back up to her hooves the orange coated apple-mare smiled to the prismatic pegasus.

"Y'all won't mention me being all depressed and venting to any pony, will ya?" the farm pony inquired nervously. Rainbow scoffed and waved a hoof, an amused smirk on her face.

"AJ if I wanted to rattle your cage I have way better dirt than this," the prismatic pegasus replied. Applejack rolled her eyes and set a flat look on the pegasus.

"Yeah, ah'll remember 'at next time y'all come looking for mah help," the apple-mare grumbled. The prismatic pegasus blinked and landed with a frown. Her friend seemed just a bit more hostile than normal, not that she blamed her, but it was no reason to be a jerk.

"Look AJ, you made a mistake, Faust forgave you, it's water under the bridge. The only pony making a big deal about any of it is you," Rainbow stated. "So if you want to feel better then just forget about what happened and get on with your life already!" the prismatic pegasus demanded as she poked the apple-mare in the chest. Applejack blinked and then rubbed at her head.

"Yeah, ah guess you're right Rainbow, sorry 'bout how I was acting there," the apple-mare offered with a smile. Her prismatic friend waved it off with a smirk, then hopped back into the air.

"Eh, it's no problem AJ, now if you'll excuse me I'll meet you back with the others," the prismatic pegasus replied and shot off to her home. Taking a moment to simply stare out over her home, Applejack then tipped her hat back and made her way back to her house.

"Gonna need some rope, couple a horseshoes, mah saddlebags, a bushel of apples..." She murmured under her breath, listing what she would need for the journey ahead.

Pinkie trotted alongside Rarity and Fluttershy. For the first time in what seemed like years, a sad frown marred the party pony's features. Her frown was born from the fact her dear Uncle Mort seemed to be in pain or unhappy. Such things were of course quite common with him. He wasn't called the 'grim galloper' for nothing after all. But the pink party pony had made it her duty to making ponies happy. Mort was unfortunately one of the few for whom she had yet to find a way to do so. The fact that he was her dear uncle only made matters even worse for her.

"Err, Pinkie darling, are you alright?" Rarity questioned worriedly. Strangely, in Pinkie's mind at least, Rarity had forgone her usual fashion choices for this venture. Although she was wearing a rather stunning necklace and what appeared to be hoof-shoes of similar make to the princesses. Pinkie vaguely remembered Rarity saying that Sea-Ponies likely didn't wear clothes due to them living underwater, where clothes would be useless. Apparently, she thought jewelry would make much more sense and be somewhat easier to carry. The hoof-shoes had the added benefit of protecting her 'delicate' hooves.

"P-pinkie, um, could you please stop staring, if you don't mind," Fluttershy pleaded timidly. Pinkie only half listened to the butter yellow pegasus. She didn't mean to be rude but her mind really was somewhere else. She also thought it somewhat strange how Fluttershy only had to be slightly coaxed into coming with them. Then again, as far as she knew there was no hungry dragon or monsters waiting for them. They also had an immortal nigh all-powerful being accompanying them to the tower for protection.

"Pinkie!" Rarity shouted at her friend with clear concern. Pinkie blinked and shook her head to regain track of her thoughts. Her mind had been rather jumbled as of late, if she wasn't thinking of her Uncle Mort she was over analyzing everything else around her.

"Oh sorry, I'm just worried about uncle Mort," the pike party pony admitted. Both Rarity and Fluttershy glanced to one another nervously. Neither pony was exactly certain what they should make of Pinkie's unique uncle. On the one hoof, she seemed very fond of him. That was good, right? But on the other hoof, he was the living incarnation of death and decay. He was in essence the polar opposite of the party pony. Yet despite that, Pinkie showed to care greatly for the ancient undead stallion. For ponies sake, she'd even nuzzled his side once or twice!

"Err, if it's not too sensitive dear I have to admit I am a bit curious about your... um, 'Uncle Mort'," Rarity admitted with a frown. She was more or less certain that Pinkie's relationship with Mort was based on a family connection. The fact she called him uncle hinted that she knew him fairly well and for a fair amount of time. Pinkie was also very affectionate with the grim galloper, more proof she'd known him for some time. Finally, no pony in Ponyville actually knew much about Pinkie's family. In fact, the 'Pie' family seemed to be nigh unknown to most ponies in general.

"What about him?" Pinkie asked with surprising seriousness. The fashion pony was rightly surprised by the seriousness in the mare's tone. As far back as she could remember, Pinkie never took anything seriously, the fact she was a 'friend' of death sort of put why that was the case in full perspective. Death to her was not a monster just waiting for her to make a mistake so he could claim her, it was an old friend quietly waiting to meet with her at the end of a very long journey. The poignant thought aside, the marshmallow mare nervously shifted and thought about her many questions.

"Err, well I was wondering, how is it that you know... well, death?" Rarity was quite sure such a question had never been asked before. How could any pony actually know death was far more appropriate in her mind. Yet somehow, Pinkie Pie, the pony most likely to laugh and sing, who enjoyed life to its fullest, not only knew but was very close with death. How that came about was quite possibly the one thing Rarity wanted to know, far more than her desire to know anything else!

"My grandpa Binky was his assistant," Pinkie replied with a shrug. Rarity felt her brow twitch as she stared at the pink party pony. She didn't really think that a good answer to her question. Especially as it only raised even more questions about the party pony's apparently very strange family.

"Um, if it's not too much trouble Pinkie, but how was your grandpa his assistant?" Fluttershy questioned. Rarity was simply happy that she didn't have to ask that herself. She was feeling very invasive with her current questions about the issue and Pinkie was being strangely evasive and vague.

"His special talent was, just like Uncle Mort, death," Pinkie replied, much to the shock of both mares. Not to say that they didn't believe Pinkie, it was more that they weren't sure how to respond to such an admission. Mort's past wasn't well known to them, but what they heard from Faust had been rather damning. The idea that other ponies had the same talent as Mort, well it was quite frightening to say the least.

"H-how are you so calm about that?" Rarity demanded with wide eyes. The pink party pony rolled her eyes in response and yawned tiredly.

"Uncle Mort taught him to use that talent in a different way than he did. Besides that, he was an Earth-Pony not a Unicorn, he couldn't use Necromancy even if he wanted to," Pinkie replied with a shrug.

"B-but how was he his assistant then?" Fluttershy questioned with wide eyes. Pinkie brought a hoof to her face and glanced at her friend with a flat look. It seemed that unlike with other things, Pinkie was really quite serious and secretive about her family history.

"Uncle Mort made him a Spirit Warder, he gained a couple of supernatural powers and that's how it went," the pink party pony stated with a frown.

"Spirit Warder?" Rarity questioned. The pink party pony blinked and giggled to herself as she realized her friends likely wouldn't know anything about such things.

"Well unlike your typical warders, who make "Wards" to keep ponies or monsters away, a Spirit Warder is a guide who leads the dead to their final rest. This not only allows the dead to really rest, but makes certain they don't become a ghost or especially a natural undead," Pinkie explained with a smile. Her two friends glanced at one another, unsure of what to make of the explanation.

"N-natural undead?" Fluttershy questioned with wide eyes. Pinkie visibly grimaced and shuddered as well, it was not a good sign.

"Yeah, ponies and other species that are too stubborn to stay dead. They'll possess their body or others or if they're powerful enough become a poltergeist, specter, phantom, banshee, or even a wraith," Pinkie explained and then hummed lightly. "That's why Uncle Mort has his Reapers, they're servants who sever the ties a stubborn soul has to the mortal plain which makes it impossible for them to become natural undead," Pinkie explained with a smile. However the admission of the existence of these 'reapers' surprised both her friends.

"You mean Mort has even more ponies to do his bidding?" Rarity questioned with wide eyes. The pink party pony scoffed and rolled her eyes.

"Not really, the Reapers are former Necromancers who have had their free will stripped from them, their memories erased, and bodies made to match uncle Mort in appearance. Uncle Mort doesn't take too kindly to Necromancers," the party pony replied with a nod of her head.

"But then what does Mort do with other ponies with a special talent for death?" Rarity questioned warily and Pinkie frowned.

"Honestly, that talent is extremely rare. I think Uncle Mort has only ever had one or two assistants at a time. Not only that, but the number of Necromancers is also really low, so he doesn't have any more than two reapers working either," the pony stated with a shrug. It was becoming quite clear to both Rarity and Fluttershy that Pinkie knew far too much about Death and it's workings to be normal. However the fact her grandfather had worked for him did explain that, and they decided they really didn't want to know anything else.

Which is why the rest of the trip was in relative silence. They arrived inside of Sugarcube Corner with little fanfare and saw that Twilight was awaiting them with a frown. "Twilight Darling, where is Mort?" Rarity questioned nervously. She wasn't exactly looking forward to having the grim galloper pop up out of no where after all.

"He said he had to get a few things for Faust and left," Twilight replied with a shrug. Being around the grim galloper was not an experience that the little lavender mare liked in the least. It wasn't even because of the things he did, but rather that she was nervous due to what he was. Death itself.

"Huh, well then I guess we'll just have to wait for him as well as Dashie and Applejack," Pinkie decided with a shrug. She then sat down next to Twilight, Fluttershy and Rarity following suit. The four mares were silent, Pinkie breaking it as she got up and brought out a few pastries for them. The offered treats were accepted graciously and then nibbled on quietly. The party pony merely sat down and stole the occasional glance outside as she waited for her 'uncle' and friends to arrive...

Celestia was many things. She was a princess, a scholar, a teacher, and even on occasion a warrior. Unfortunately none of that mattered in the face of an angry dragon. While Alicorns were practically immortal, none of them were willing to test just how immortal they were. It didn't matter if she could move the sun and moon on her own, that wasn't like fighting a dragon. No. Dragons had toughened scales and were easily able to shrug off most magical hits as if they were nothing. Not only that but they breathed fire and had the strength to crush mountains.

It didn't hurt that the one chasing them was full grown and furious.

Regardless, Celestia found herself galloping full tilt away from the enraged reptile. Dragons, contrary to popular belief, were actually not lizards. While they did indeed look a great deal like one, they were actually more closely related to snakes and other serpents. Some dragons even had a sort of venom that would poison or paralyze their prey. Of course this was only in the smaller breeds of dragons. It also seemed that she was internally rambling, something that actually happened when she was nervous or even scared.

She had actually hid that fact quite well over her many years of life. No pony knew that if she was talking a lot, rambling, ranting, or going on a tangent, she was very nervous. It hadn't really come up too often actually. Not much scared her anymore besides tight places and the occasional peace talks. During such talks with other nations she used her coping mechanism to her advantage and explained exactly why war would be bad for both sides. It had come in handy being able to go off like that, but only in situations where Talking was needed.

This was not one of those situations.

So instead of speaking the pale-pink mare kept the monologue in her head. Her sister galloped at her side and was equally wide eyed and frightened. Neither of them had ever fought a Dragon before, especially not a full grown dragon the size of the one chasing them. Celestia stole a quick glance back at the beast. It was only a moment long but it burned the image of this dragon into her minds eye. She mentally shuddered as this was not one of the typical dragons seen during the dragon migrations of Equestria.

This beast was at the very least fifty feet tall on all fours, it body at least twice that length, it's blade tipped tail reaching around thirty feet long on its own. The beast had ivory teeth shining like polished swords in it's maw, some poking up over it's upper lip. It's head was less slender and had powerful jaws built for crushing, it's violet eyes were close to the front but somewhat small for it's head. Judging by it's prominent ears and enlarged snout she reasoned that it likely relied on olfactory and auditory senses over its visual senses anyways.

Unlike an Equestrian dragon, which was typically slender and long, this beast was bulky and heavily muscled. It's forelimbs were still tipped by claws, it's hind legs by paws of some sort. It's wings were simply massive, easily reaching twice the length of it's body and with a tattered and torn membrane from it's great age. It's tail was shorter than she expected, but it had a deadly looking spade shaped blade at it's tip built for stabbing and cutting. It's scales were magenta and tough, save on it's pink underbelly which looked to have been rubbed raw from it dragging it's massive form around.

It's spines were a dark green, small, and rounded down, not pointed and sharp as the dragons she was used too. They lined it's head and spine in a perfectly straight line, not unusual but she'd seen dragons with odder arrangements. Adding to the ferocity of this beast was how it's scales lengthened and hardened into spikes and barbs across it's body. The barbs and spikes were hardened and appeared extremely tough and durable, and unlike it's scales were tipped in black.

Given the amount of old stone on it's body, it was clear that it had been sleeping for a very long time, and now that it was awake it was not happy. Daring had likely wandered into whatever territory the beast had claimed in the tower, and did something that woke it up. If so the beast would likely chase them until it finally caught them. Dragons were notoriously stubborn and this one seemed even more bull-headed than the thin and slender dragons of Equestria.

"Tia I am not liking our odds against that beast!" Luna suddenly shouted, breaking Celestia from her thoughts. "From what I have managed to gleam from it's body, it is a perfect killing machine. Aside from it's sharpened teeth and claws it's body is built for withstanding heavy assault, it's tail for cutting and stabbing, it's fire burns hotter than normal, it's wings are massive but still viable for flight, and I believe it's scales have been hardened by eating large quantities of diamonds!" the lunar princess listed with wide eyes. Celestia shivered mentally but nodded in agreement with her sisters evaluation.

"Indeed, what's worse is that I think it's reached the age where Dragons start eating metal ores," the solar alicorn replied through labored breaths. Luna's eyes bolted wide open and a look of sheer terror formed on her face. When dragons became very old they stopped eating gems and started eating metals. They did so because it sharpened their teeth, whereas eating gems actually dulled them over time. This is why a dragon's horde would always have gems and metals rather than just gems in general.

"B-but Sister, we're in Dream Valley!" Luna cried with wide eyes. Typically in Equestria dragons of advanced age would eat silver or gold due to the over abundance of those particular ores. Since they were soft and useless Celestia had no problem with it. Unfortunately those metals were rare in Dream Valley. Both sisters also knew the old stories of Dream Valley straight from Faust. The problem was that the only metal abundant in Dream Valley was Iron-Ore, meaning this particular dragon had likely been eating it.

Thus, given that Iron naturally nullified magic, this beast was very likely extremely resistant to magic.

"I am aware, which is why I am thankful this dragon is slow," Celestia replied while glancing back at the beast. It's massive size made it impossible for it to move with any kind of speed that could catch them. It was a predatory beast to be sure, but unlike the equestrian dragons, or the wyverns of the Crystal Empire, this dragon was built to hunt much larger creatures.

"We are equally gladdened sister, but may-hap we should think of some way to escape!" Luna suggested through panting breaths. Celestia silently nodded her head in agreement with the younger alicorn. She was in no hurry to try and outlast this beast, and honestly could not think of any pony who would wish to try. However as that thought passed she and Luna turned down a corner, where they were suddenly grabbed and pulled into a room. The dragon passed them with a snarl, it's deafening roars echoed deep in the tower as it disappeared from view.

"Jeez, that thing is crazy persistent," Daring declared as she released both princesses. The khaki mare leaned back and closed her eyes, slowly falling down to her tail. The princesses regained their bearings and turned to the khaki mare, a scowl crossing Luna's face when she saw her. However Celestia's eyes immediately shot to the golden horseshoes she was wearing. "Remind me to never let a dragon chase me like that ever again," the explorer pleaded with an amused grin.

"Is this all a joke to you?" Luna all but roared at the khaki mare. "Not only have you insulted me, but now you've unleashed a dragon that nearly killed us and is now running rampant through our mothers tower!" the lunar alicorn snarled at the pegasus. Daring blinked and backed into the wall as Luna stalked ever closer, by the end of her short tirade face to face with her and eyes glowing a bright pearly white. However the lunar mare was suddenly and inexplicably yanked from the pegasus as Celestia closely examined the horseshoes.

"Where did you get those horseshoes?" Celestia questioned intently. The khaki pegasus chuckled nervously and looked anywhere but at the alicorn mare. Her eyes darted too and fro while Luna glanced at the shoes with a frown, a nagging feeling at the back of her mind insisting she knew what they were.

"Would you believe I found them in Dream Castle?" The pegasus questioned with a nervous grin. Celestia twitched for only a moment. Luna merely gaped and then brought a hoof to her head and groaned. Both sisters remembered their youth and searching high and low for Dream Castle. It had been something of a game for them true, but that didn't mean they hadn't seriously looked for it. However after twenty plus years they had never found any trace of it. Yet in a single day, Daring had managed to not only find it, but to add further insult to injury she had found Majesty's golden horseshoes as well.

It was for that reason that Celestia felt her inner filly roar in indignation and suddenly burst free of her restraints. Her brow twitched and she growled low in her throat. Her frustrated inner filly leaped to freedom as she threw her forelimbs into the air with an incredulous expression. "Oh c'mon!" She cried indignantly. Daring blinked and raised a brow at the admittedly over animated reaction from the princess. Luna rolled her eyes and glared at Daring with an annoyed frown. Now she had one more reason to dislike the pegasus, she'd essentially made them look like foals.

With a flash and burst of black feathers, Mort appeared with the elements. Momentarily disorientated the six mares looked around to find themselves back in the Canterlot throne room. There they found Faust resting beside of Cadence at the foot of the throne. The pink mare was giggling as Faust told her an old story from Celestia and Luna's youth. The amused smirk on the older mare's face did not go unnoticed. Sadly, they had only just arrived as the ivory alicorn finished her tale.

"... and that is why it's called Mothers day," Faust finished with a smirk. Cadence giggled quietly and smiled at the ivory alicorn.

"That's so adorable! I had no idea my aunties were so cute as fillies," the pink princess admitted with a smile.

"Cute, maybe, pint-sized terrors, definitely," the ancient alicorn stated flatly, which brought a giggle from Cadence. The ivory alicorn then glanced over to the newly arrived ponies and smirked. "So Mort, was your trip profitable?" She questioned mysteriously, confusing the elements. Mort rolled her eyes and approached both mares, the elements silently following after him. Cadence leaped to her hooves and trotted over to Twilight to speak with her and her friends. As she did, the grim galloper produced Faust's saddlebags a and leaned close to her.

"THE ALICORN AMULET AND A FEW OTHER TRINKETS ARE INSIDE," Mort stated. Faust discreetly pulled the bag from Mort and glanced inside, a low whistle following as she turned back to the grim galloper.

"I see your old ring as well, a couple of baubles I'd forgotten about, but I don't see your old cloak in here," Faust noted with a sidelong glance at the grim galloper.

"IT SHALL REMAIN WITH THE TROTTER FAMILY, THEY HAVE EARNED IT," Mort replied gravely. A smirk crossed Fauts's features as she closed the bag and slung it over her flanks.

"Seems you really favor Earth Ponies Mort," Faust noted aloud. "The Trotters, Epona, Pinkie, Binky and the other Pies," Faust idly listed with a slight smile. "Seems rather unusual considering your father's view of them," She admitted. Mort's 'eyes' narrowed and her snorted a burst of steam from the shadows his cloak.

"PERHAPS, BUT I DO NOT INTEND TO CONTINUE HIS MISTAKES," Mort grumbled irritably. Faust rolled her eyes and flicked her tail in Mort's face. The grim galloper looked at her dryly as she stopped and looked at him over her shoulder.

"No, you just made bigger ones," the ivory mare replied with a frown. Mort winced as she trotted over to the elements, a sigh echoing from his hood a moment before following behind her. The two ancient alicorns approached the other ponies, Pinkie bouncing to Faust with a grin.

"So Faustie, what do we do first?" the pink party pony questioned curiously. Faust hummed and tapped her chin, a thoughtful frown working it's way across her face. She considered their options for only a moment before she nodded her head and looked to the assembled ponies.

"First of all, Cadence will have to remain in Canterlot in order to keep the peace around here," Faust began. Cadence pouted and looked to the older alicorn.

"But I could help," She reminded. Faust merely rolled her eyes and shot the mare a look.

"Maybe, but you're a more valuable asset to us here, rather than galloping around my tower," Faust replied. The elements, sans Twilight, snickered as Cadence pouted and hung her head. Clearly the crystal princess was not happy to be stuck 'holding down the fort' as it were. "Alright, now then, Mort I need you to take us to the ocean, and I mean over the ocean. We are not waiting around in an airship when we can just pop over there in a second," the ivory alicorn stated. Mort merely raised a brow and stared at the mare.

"Wait, if we arrive over the ocean we'll fall right into it!" Twilight declared with wide eyes.

"Duh Twilight, we'll just swim for a bit. It's not like a little water ever hurt any pony," Rainbow stated with a wave of her hoof.

"But my mane will be positively ruined by all that saltwater!" Rarity complained in a whiny voice.

"Um well, I actually think an airship sounds a lot safer," Fluttershy admitted bashfully.

"An' ah can't swim!" Applejack exclaimed.

"You guys realize they aren't even listening to us right?" Pinkie questioned flatly. Her friends then looked to the ancient alicorns and found the pink pony was correct. Both Faust and Mort had apparently ignored them and their complaints, instead concentrating on their own argument.

"WHY WOULD YOU WANT ME TO TAKE YOU THERE DIRECTLY?" Mort questioned and then tapped his chin. "ESPECIALLY WHEN I COULD TAKE YOU TO AN AIRSHIP PILOT INSTEAD," the grim galloper offered. In all actuality he had his reasons for the pilot, the particular pilot he had in mind was some pony he'd wronged. Admittedly sending him off on a dangerous mission seemed almost cruel. But then again, it seemed like adventures such as this always ended well for the heroes.

At that moment, Mort finally took notice of a dark glare being sent his way by the oldest alicorn in the room.

"I know exactly who you are trying to get on this venture, and I will be damned before we put him through more than he's already gone through Mort," Faust growled and pawed at the ground angrily. The grim galloper took a step back and silently nodded his head in acknowledgement. He was not willing to test out his own immortality any more than the other Alicorns were. Besides that, even if he wanted to try and make up for past sins, he was not going against the mare who had originally killed him. He wasn't a foal after all.

"Faust, Mort, would you two please listen to us," Twilight pleaded as she looked to both ancient alicorns. The other elements had crowded around the two alicorns as well. Applejack looking more and more nervous with each passing second. "I mean are you two forgetting that not all of us can fly or even swim!" the little lavender unicorn demanded of the two alicorns. However much as the first time, she was promptly ignored by them as Mort sighed tiredly.

"SO BE IT THEN," the grim galloper replied crisply, a moment before he enveloped himself, Faust, and the elements in his magic. The group vanished from Canterlot in a flash and sudden burst of black feathers. The group left behind a rather annoyed princess, who made a note to prank them when she next she had the chance.

The ocean was surprisingly calm. The waves moved gently across its surface, while deep below fish and other creatures swam around peacefully. A moment later, there was a sudden flash and a burst of black feathers. The elements, Mort, and Faust had arrived. The ponies who didn't have wings fell towards the water an instant later, screaming as they went. Faust rolled her eyes and her horn gave a brief crimson glow. A moment later they were were caught on a floating red platform. Rainbow was the first to react, flying down and then tapping the platform with a hoof. Fluttershy timidly landed next to her.

Their friends were a bit different in their own reactions. Applejack was shaking like a leaf, her face a bit green from Mort winking them, her eyes refusing to look to the water below. Rarity was surprised to say the very least, she looked around then fixed Faust with a glare. Twilight blinked and then looked down at the platform with interest. She tapped her hoof against it a few times, then hummed quietly. It was sturdy, and apparently able to support the combined wait of her non-winged friends. As for Pinkie, well...

"Let's do it again! Woo!" the pink party pony declared with a grin.

"What the hay?" Rainbow demanded. She was glad to see her friends were alright, to be sure, but she had to wonder where the platform came from. She also noted a rather intricate pattern took up most of it's surface, appearing less a platform and more some kind of strange 'spell circle' or something of the like.

"You ponies really need to calm down, did you think I'd just let you drown or something?" Faust inquired with a raised brow. Several of the ponies nervously looked away from the mare and sheepishly tried to disappear.

"Not me!" Pinkie declared with a happy smile. Twilight glared at her friend for a moment, then looked down at the platform with clear interest. It wasn't like most spells she knew, magical constructs were a specialized field she was still only dabbling in, Faust seemed to have mastered the art.

"What kind of spell did this?" the lavender unicorn questioned of the ancient mare. Faust rolled her eyes and glanced down into the water for a moment before answering.

"It's a charm that hardens mana into a solid object, you can also use it for other things but I've never had much use for it besides making stairs," Faust replied. Twilight hummed, inwardly wondering if all Magical Constructs were actually created using charms. She'd seen a few that weren't, or assumed they weren't as few ponies studied, let alone mastered, charms.

"Alrigh' so why the buck are we out here?" Applejack demanded with a hoof over her eyes. She did not really know how to swim. The most she could do was walk out into shallow water, if it was too deep Big-Mac had always had to pull her out. It hadn't helped that he was always a bit smug when he did.

"We have to meet with the Sea-Ponies of course," Faust replied as if it were obvious.

"AND ON THAT NOTE," Mort muttered and looked to his niece, "PINKIE THE MUFFINS," he asked. The pink party pony grinned and kicked her legs into the air. The bag of muffins flew from her saddlebags into the air and were grasped by Mort's magic. "I'M GOING TO VISIT THAT PILOT YOU REFUSED TO SEE," the grim galloper stated crisply and winked away. Applejack breathed a sudden sigh of relief with him gone. She wasn't really sure she could stand all the winking around, it made her feel violently ill whenever Mort did it.

"Alright, so how do we contact the Sea-Ponies?" Twilight inquired. She was honestly fighting the urge to squeal in joy. She was getting to meet a long forgotten fifth tribe after all! What could possibly be better than that? Oh wait, she was also going to the greatest collection of knowledge in all Equestria...

... Inner Twilight was dancing around like an excited school filly at this point, while Twilight struggled to keep her in check.

"Well that's easy, if I remember their song right all we have to do is 'Simply Signal SOS'," Faust replied with a smirk.

"Uh, how do we do 'at?" Applejack asked warily. Faust suddenly grinned and her horn glowed once more. A second later, the platform beneath them disappeared. The girls gave a collective yelp / scream, Rarity actually shouting 'my hair' and Pinkie giving a whoop of joy, hitting the water a moment later. Faust merely opened her wings and gently floated down. A moment later the ivory alicorn sent a magical burst into the water as she silently sank beneath the waves. She cast a quick spell over her eyes to see around and moved down to grab Applejack, while the other mares swam to the surface.

Faust grabbed Applejack with her magic as they fell downwards. The apple-mare struggled and tried to kick her way to the surface. Faust merely rolled her eyes, then looked down as they sank. She kind of hoped this still worked, if not she'd just Wink Applejack to the surface, but a bit of nostalgia had hit her for the moment. Her magical burst went off in the distance and caused a smile to cross her face. A moment later a massive clam opened and a large bubble caught her and Applejack. The apple-mare took a deep breath once she was certain she was safe, then glared at the ivory alicorn furiously.

"What the buck were y'all thinkin' doing somethin' crazy like 'at! I could'a drowned down there," the apple-mare screamed at the ancient mare. Faust merely smiled and shushed the apple-mare. Her eyes narrowed while her smile widened into a wide grin as she saw something approaching in the distance.

"Wait for it," the ivory alicorn pleaded. The mare then giggled and pulled Applajack into a hug as a swirling stream of tiny bubbles formed around their bubble and began to lift it up.

SHOO-BEE-DOO-SHOOP-SHOOP-BEE-DOO!

"What the hay?" Applejack questioned, mouth agape, then yelped as they were propelled upwards by the stream of smaller bubbles. Besides the brief bit of song, there was no indication that the bubbles were alive, however their insane speed was telling a much different story. "What's going on 'ere?" the apple-mare demanded. Faust merely laughed and whooped happily as they were brought up to the other elements. Their bubble flew into the air for a moment, absorbing the other mares, before falling back down into the ocean.

"What just happened?" Twilight questioned.

"I think we're in a bubble," Pinkie replied while she tapped the outer surface of the bubble.

"Pinkie don't do that! We don't know how sturdy this thing is," Rarity reminded cautiously.

"Um girls, what are those other bubbles?" Fluttershy questioned timidly. The other ponies looked to see what Fluttershy was talking about. Rainbow tilted her head as she watched the bubbles spin around them. She narrowed her eyes and followed the movement of the stream of bubbles closely. She could see something making the bubbles, however they were moving with a speed that dwarfed anything she'd ever seen before. Well, faster than anything that wasn't in the air.

"I think, there's a pony in there," the prismatic pegasus finally replied.

"Actually, there should be at least three somethings in that stream," Faust replied with a smile. The six elements looked to the mare with unsure expressions, her smile merely confusing them more than they had been. After a moment, the bubbles dispersed and three creatures appeared before them. Each of them had the head of a pony, their bodies were long and thin with wing like fins on their backs. Faust idly noted that it seemed a few traits from normal ponies had somehow gotten mixed into the Sea-Ponies as they were bigger now and had forelegs with hooves.

To the elements of harmony, the strangest thing about the Sea-Ponies was their complete and utter lack of cutie-marks. Faust however didn't care either way, maybe they were a bit bigger, maybe they had changed a bit, clearly they were still the same ponies she remembered from her youth. She looked at the three and couldn't help but smile widely, they reminded her so much of her first friends among the Sea-Ponies. One of them was pink with a straight blue mane, one looked a lot like Pinkie, and the last one was blue with a wavy pink mane.

"Hi girls!" Faust cried with a wave to the sea-ponies, whose tails curled as they then spun around the bubble. They then moved and using their forelimbs pushed against the bubble. They manipulated the bubble in a similar manner as a Pegasus would the clouds as the bubble bounced apart, pulling Faust from the the elements. The Sea-Ponies then spun around Faust's bubble and examined her for a moment, then grinned widely.

"Hi lady!" one cried cheerfully with a friendly wave to the ancient alicorn.

"We saw the SOS!" the next declared happily as she swam around the bubble while upside down.

"You called?" the Pinkie look a like questioned with a smile, idly laying back to float around Faust's bubble.

"Sure did," Faust replied with a nod. "I was wondering if you girls could take us to your city, I need to get into Dream Valley," Faust questioned, then sighed. "It seems that my daughters have done something to my tower while I was away," the ivory alicorn admitted and the Sea-Ponies were silent and then grinned.

"Auntie Faust!" the three cried as one. They then managed to poke their forelimbs through the bubble without popping it and grabbed the mare in a bone-crushing hug. The ivory alicorn grunted as the three over eager Sea-Ponies happily hugged the life from her. Although honestly, she had to wonder why they were calling her that, only one sea-pony ever called her that before.

"Have we met before?" the ivory alicorn inquired. The three Sea-Ponies merely grinned and released the mare from their death-hug.

"Nope!" the first replied as she happily circled around the alicorn.

"But every Sea-Pony knows the stories of Auntie-Faust," the next stated with a nod of her head.

"Yeah! You had all kinds of adventures and stuff with our ancestors," the Sea-Pinkie replied with a wide grin. Faust blinked in surprised and then looked to where Twilight and her friends were.

"Alright, so you'll take me and my friends to your city? I kind of need to use the old passage there to get home," the ivory alicorn inquired. The Sea-Ponies grinned and nodded their heads, only to stop and huddle together a second later. The three spoke in hushed tones, looking up at the Elements or Faust every couple of seconds. Once finished with their huddled discussion, they dispersed and then looked at Faust seriously.

"We can take you to the city," the first admitted and then looked to the blue pony.

"But you have to see Queen Aquaria first," the blue Sea-Pony stated with a nod of her head.

"She's the only pony who can get the guards to let you go through the tunnel," the Sea-Pinkie stated with a nod and a hoof to her cheek.

"Since when do Sea-Ponies have a queen?" Faust questioned, but the three playful Sea-Ponies merely grinned.

SHOO-BEE-DOO-SHOOP-SHOOP-BEE-DOO!

With their cry done, the Sea-Ponies spun around Faust's bubble and propelled it back into the elements bubble. The two bubbles were merged into one, the elements barely having the time to brace themselves when it hit. The ivory mare was momentarily disorientated by her sudden movement, then shook her head and frowned. She could already tell the three sea-ponies were up to something. "Faustie are you alright?" Pinkie questioned worriedly. The ivory alicorn merely nodded her head and then watched to the Sea-Ponies as they started to spin around the bubble.

"Well, the good news is they'll take us to the Sea-Pony city," Faust stated. Twilight grimaced at the mare's choice of words. One did not need to be Celestia's student to know something else

"I'm sensing a 'but' is about to come up," Twilight stated. The ivory alicorn silently nodded her head and frowned deeply.

"But they say we have to meet with their queen before we can use the tunnel," Faust explained. Rarity gasped dramatically at the news, eyes wide as she brought a hoof to her mane.

"What! We're meeting with royalty?" Rarity cried and then pulled a mirror from her saddlebags. "Oh but I look simply dreadful darlings, I'm in no shape to be seen by some pony of such standing!" the marshmallow unicorn declared even as she fussed with her mane. Rolling their eyes Faust and the other elements felt a strange sensation as the Sea-Ponies propelled their bubble further into the ocean. As they went into the distance, Pinkie's overly excited 'Awesome!' was accompanied by an old song that Faust remembered from her youth...

SHOO-BEE-DOO-SHOOP-SHOOP-BEE-DOO!

Within what had once been known as Dream Valley. Passed the black forest, beyond a valley torn asunder, hiding in an ancient frigid cave. A single glowing eye opened within the darkness. A being as ancient and terrible as the Windegos slowly trotted from the cave. Armored hooves crunched deeply against rock and dirt as the being marched out. A tattered cape fluttered over it's form, briefly showing an ancient and rotted pony. A soft mist rolls off of the single blue eye while silver hair falls from beneath his ancient helmet. Numerous blades and depictions of ram skulls litter his obsidian armor.

As he trotted into the gloom of the land once known as Dream Valley, his heart broke for what felt like the millionth time. The land was barren and twisted, the water polluted by a mix of undead blood and corrupted unicorn magic. Where once rolling plains and farms had been, now only stood craters, deep wounds in the earth from magic bombs and lightning. The sky was always cloudy and dark thanks in part to the Windegos, but so to had the pegasi caused their damage in ages long passed. The trees dark and dead, no animal dared to live in this forsaken land anymore.

The sight of it all was just horrifying, and he'd had a hoof in creating this horror.

In the early years of his experiments, Mortis the Black had tried to create the perfect undead warrior. His most successful attempt, was in four powerful warriors formed from his personal guard. Each one intelligent but obedient, each one powerful and unyielding. Each one able to command portions of his armies. Mortis had even named these four creatures, beings who had been neither living nor dead. They were his generals, and they had served him well. Not present during his assault on Faust's tower, the generals had instead laid in wait.

When Mortis returned as an alicorn he had called upon his generals to aid in taking Dream Manor. They had assisted him without question, just as they always had. Once Dream Manor was taken, Mortis had planned for further conquest, his generals at the ready. It was this that had lead to Faust finally taking drastic action against Mortis and his armies. Whereas before she had focused on destroying his undead hordes, this time she focused on being rid of him and his magic. Faust had created a seal array which she used to great effect, moving all around Dream Valley and ultimately banishing Mortis and his power from her lands once and for all.

With Mortis power gone, cleansed from the lands and all he had touched, the four generals minds were freed. But like the other undead, the necrotic power within them had not allowed them to die. They had endured. Two of them immediately killed themselves, unable to bear the horrors they had committed. The next had asked Faust to destroy him, not weak enough to take his own life, but not strong enough to keep living as he did. The final general, he had disappeared into the mists, vanishing without a trace and abandoning all ties to the name Mortis had given him.

Now he stood on the backdrop of the very devastation and all else that he had wrought. Perhaps not intentionally, but he had helped to cause this. The Windegos had caused anger, the Sinisteeds had caused fear and paranoia, and the generals had caused sorrow. These three things had come together to tear apart the unit y of the ponies of dream valley, which had truly been what had caused this devastation. Those things had destroyed harmony, and without harmony, this land had been lost.

"Something, I sense something..." the pony whispered and his eyes flared, "... dark," the horrid voice of the former general echoed from within his helm. His single blue eye gazed to Faust's tower, and there he saw a swirling mass of darkness hanging over it. "Perhaps, it is time that I finally reclaim that which I have lost," the ancient undead pony whispered, then trotted forward. Ancient hooves marched him forward to Faust's tower. He knew no way into the tower, he knew not how he could help, all he knew was that something was wrong...

... and that 'Light-Bringer the Spell-Sword' was needed once more.

TBC...

Author's Note

I just wanted to say, Thank you, to every one who has read and / or liked my story. I'm glad you all have enjoyed my little tale, and sincerely hope you continue to enjoy it into the future. This chapter officially starts the 'Adventure' portion of the story, and as such I'll be changing the tags on this story to reflect as such. Also, the dragon in Faust's tower, imagine it as being to the Equestrian Dragons what Red / Green Death was to the dragons of 'How to train your dragon'.

Celestia's reaction to Daring finding Majestie's Horseshoes, well I honestly just wanted something to finally ruffle her feathers, it doesn't happen too often after all. A pony doing in a single day what she wasn't able to do in twenty years seemed like just the thing. The Sea-Ponies changed appearance from Gen-1, namely their increased size and added forelimbs, will be explained next chapter. Also, as for 'Light-Bringer' appearing further in this story, did you honestly think I just introduced him for no reason than Mort's back story?

The Hippocampi: Part 4

The Hippocampi Part 4:

Queen Aquaria

The trip to the city of the sea-ponies was progressing in relative peace. Twilight and her friends watched the passing undersea landscape with awe. They were, after all, some of the first ponies to actually see such things. The advent of Airships had all but killed sea based travel long ago. While some ships were still around, for the most part airships were just more reliable. It didn't hurt that they were faster too. Regardless, as they continued to speed across the landscape, the ponies noticed that the sea-ponies pushing them were making noises.

Rainbow tilted her head and swiveled her ears in their direction. A moment later she blinked and then frowned when she heard what was being said. Most of it was nonsense to her, and the rest was just silly. "Its official," Rainbow started flatly, "Hippocampi are weird," the prismatic pegasus decided with a nod of her head. The six elements of harmony, plus Faust, were riding within a large bubble. Three sea-ponies were pushing the bubble in the direction of their city by creating a strong current. Unfortunately, the majority of the ponies within had already made up their minds on the sea-ponies.

"I think they're great!" Pinkie declared with a grin.

"Of course y'all like 'em Pinkie, but to the rest of us they're a might strange," Applejack stated while looking around nervously. She wasn't able to swim after all, the idea of so much water held at bay by a flimsy bubble didn't help matters. It's not like she expected the sea-ponies to kill them, but they did have two unicorns and an alicorn present, all of whom had horns.

"Um, I kind of think they're nice," Fluttershy admitted timidly. She was barely heard by the others, Faust merely smiling in her direction. The ancient alicorn was glad at least some pony could appreciate the free-spirited sea-ponies. Rarity was still fussing over her mane, trying desperately to straighten it out for their impending meeting with a Queen.

"Yeah, although I really wish they'd have sung their song," Pinkie suddenly stated with a pout. She'd heard of the song from her uncle Mort. The grim galloper apparently couldn't stand the song, or sea-ponies in general. Pinkie on the other hoof had always been rather interested in hearing the song. If for no other reason then because it would be fun to see them dance as well.

"Pinkie, they've sung like five times now," Rainbow reminded her bubbly friend. The pink party pony merely rolled her eyes and gave the prismatic pegasus a look. She liked Dashy, she really did, but she had to wonder why the pony could be so silly sometimes. The brief bit of song the sea-ponies had been letting out thus far hardly qualified as a full song.

"No silly filly, I mean the full song!" Pinkie replied happily. Applejack suddenly shuddered and looked to Pinkie with a visible cringe.

"Ugh, there's more?" Applejack demanded. Pinkie merely nodded her head to the apple-mare. Meanwhile Twilight hummed and looked at the bubbles produced by the sea-ponies as they continued to swirl around them. She was also watching the magic they produced now, thanks in no small part to the trick Faust had shown her. It seemed that their magic was unique in that it formed wave-lengths not unlike vibrations.

"Personally, I'm trying to figure out why they keep singing," Twilight stated with a frown across her features. She knew most ponies couldn't resist singing in times of heightened emotions. Lots of unicorns had done research into the phenomena for years now. However the sea-ponies, or Hippocampi, seemed to sing even more than a normal pony. The fact that their magic formed vibrations could've been a part of that, but she'd rather hear from an expert. Faust was the only expert at the moment. Said ancient alicorn giggled quietly at the question and cleared her throat.

"When I was young it was a part of their magic," Faust explained. The little lavender mare turned to the ancient alicorn with interest on her face. The idea of song or even music based magic more than a little intriguing to her.

"So then sea-pony magic really is music based then?" the little lavender mare questioned curiously. "I had figured that was just a part of the Little Hippocampi," the lavender unicorn admitted. Faust nodded her head, fluffed her wings, and hummed in thought. She closed her eyes and tried to remember how the sea-ponies magic had worked back when she was young. Admittedly it had been in a decidedly young state back then. Hopefully the sea-ponies had managed to perfect the music and song magic since becoming isolated.

"If things haven't changed much in Ten-Thousand years then yes, sea-ponies can create tides with their speed, but they also have a shocking affinity for singing," Faust admitted then tapped her chin thoughtfully.

"Is that why they sing every five minutes?" Rainbow questioned. Faust silently nodded her head and then looked to the sea-ponies spinning around them. She idly wondered if the sea-ponies had changed beyond their physical appearance. Admittedly, she hadn't expected such changes from them, but then again she'd been rather preoccupied over the passed few thousand years.

"What Ah'd like tah know is why there city is hidden so far under the gosh darned ocean," Applejack grumbled irritably. An instant later the three sea-ponies stopped spinning and swam around them.

"Cause our ancestors built it there," the magenta pony stated.

"It's not like we can just get out and push it someplace else after all," her blue teammate continued.

"Yeah, that 'd just be really silly!" the Sea-Pinkie finished with a nod of her head. Applejack chuckled and nodded her head sheepishly. She didn't want to come off as rude or mean, but all this water and being this far under really wasn't helping her feel exactly safe.

"Okay, I guess that makes sense," Twilight admitted, then frowned, "but why did your ancestors build the city out here?"

"So we wouldn't be attacked silly," the magenta Sea-Pony stated.

"There are all kinds of things that like eating sea-ponies after all," the blue Sea-Pony mare added.

"Yep, so we had to put our home someplace that none of 'em would come for us," the Sea-Pinkie finished with a smile. Twilight nodded her head, she could see the wisdom in building their home away from dangers. She also had to admit that the terrain they were in wasn't exactly built for larger predators to follow them through.

"I see, then what about the depth, is that for protection as well?" Twilight questioned of them curiously. The three sea-ponies nodded their head and would've explained how, but Pinkie interrupted them.

"C'mon Twilight! We can't keep the sea-ponies distracted or we'll never get to their city!" the pink party pony exclaimed. The little lavender mare blushed and nodded her head in agreement. To the side of the bubble Faust sighed and shot the pink pony a flat look.

"We know that Pinkie, and while I'm honestly glad the sea-ponies have a working government now, I cant help but feel a little annoyed," Faust admitted with a tired sigh. That got the attention of all six mares, none of whom had expected her to say anything like that.

"Why's that?" Twilight asked the mare. As far as Twilight could tell, Faust was happy to see sea-ponies again. In fact, the only thing that had seemed to irk Faust was Mort. Although given what Mort had done to her kingdom, the little lavender mare couldn't blame the ancient alicorn. Being angry with him was perfectly reasonable in her own opinion.

"Because of all the information I have to update in the archives now!" Faust exclaimed loudly. "I'll have to find out all about their government, their magic, their history, their culture and their art and update it! I'll have to research genealogical trees and figure out how they evolved! I mean for bucks sake I didn't even know they had forelimbs now!" the ancient alicorn declared. The Sea-Pinkie took that opportunity to wave a hoof at the mare with a smile, which caused Faust to twitch and turn to the elements with a wild look in her eyes.

"I mean look at that!" Faust shouted while she pointed at the Sea-Pinkie. Instantly the magenta and blue sea-ponies grabbed their friend and grinned nervously as they lowered her forelimb. The three then got back to spinning around the bubble and went back to getting them to the undersea city. "They have forelimbs and are only slightly smaller than a normal pony now! When did that happen and why! I'm supposed to be the 'Grand Archivist' and yet here I've gone and missed out on thousands of years of new developments in the sea-ponies alone!" Faust continued to rant.

"Uh Faustie," Pinkie started, but was interrupted by the high-strung alicorn.

"And if that's just their biology, then by the sun and the moon can you imagine their art or history? They might even have undersea museums or orchestras by now!" Faust shouted and then widened her eyes. "Oh buck me they didn't have to deal with Discord!" she shouted and began to hyper ventilate. "For several thousand years they didn't have to deal with Discord's antics which means they didn't stop developing! They could even be centuries more advanced than Equestria by now!" the alicorn exclaimed as her hair started to curl.

"Faust you need to calm down," Twilight tried but the mare didn't listen. At this point the other elements and the sea-ponies, were watching the mare with wide eyes. Twilight especially looked scared as she realized this all seemed really familiar. As the mare stopped and thought about it, she realized she did something similar. In fact, she seemed to remember that she did something like this quite a lot. "Do I get worked up like this?" Twilight asked her friends. The other five ponies looked to each other and then chuckled nervously.

"What, oh of course not..." Rarity stated with a wave.

"Yeah, you're not quite this bad," Rainbow stated and scratched her head.

"W-well maybe a little..." Fluttershy admitted timidly.

"Yeah, whenever you start to worry," Pinkie stated with a nod of her head.

"Which is actually most of the time," Applejack finished honestly.

The little lavender unicorn's gaze grew more and more flat at each of her friends responses. Finally she blew a breath into her bangs and frowned. "Gee, thanks," the little lavender unicorn muttered. She then looked to Faust and found that the mare was still going on a tangent about all the work she'd have to do. For what felt like the first time, Twilight understood why the ancient alicorn had wanted a vacation.

"Boy, it's too bad Faustie's vacation got interrupted," Pinkie murmured aloud, "she really needed it," The rest of the elements could only agree with the pink party ponies assessment. It seemed that the ivory alicorn really needed to relax. However before anything else could be said, Pinkie gasped and shot to the front of the bubble. "Oh wow!" she declared with wide eyes. The other elements, and Faust quickly followed her gaze and were shocked to see the city of the sea-ponies.

As they approached the mares looked in wonder at the city. Faust however frowned as she noticed that the city was made primarily out of corral. It also looked as if they had been using other elements of the underwater terrain around them to build the city. Several sea-shells and other such objects had been used in it's construction, which gave it a strangely artistic appearance. What's more, it looked like they used sunken ships in the construction of the city as they could see wood and metal here and there.

Besides the odd materials, the seven ponies couldn't help but notice a great many things like fountains and parks. Why they had fountains was any ponies guess, though it looked like they had a great many coins in them. Their parks were also a bit 'odd' since they were made up of under-water terrain. Regardless, it was clear what was what as it all vaguely resembled buildings and places up above.

"I must say darlings, it really is such a beautiful city," Rarity declared as she looked around.

"It all seems a bit overdone ta me," Applejack grumbled.

"You just don't appreciate the aesthetic beauty of this place," the marshmallow unicorn retorted.

"Ah never said nothin' like 'at Rares, it's real pretty an' all, but it just seems like a bit much if'n ya' ask me," the orange apple-mare replied with a frown. Fluttershy chose not to comment as she looked out and found several sea-ponies. They were swimming beside their bubble and whispering to one another while pointing to Faust.

"Um, well they certainly seem really curious," the butter yellow pegasus mumbled. She then eeped and jumped behind Faust, then shuffled down to hide in her mane. The ancient alicorn blinked and giggled as she looked to the meek mare, then grunted as Pinkie hopped on her back.

"Ooh ooh ooh! Hi sea-ponies!" she cried with a wave of her hoof. Several of the sea-ponies smiled and waved back to the pink party pony. Said pink pony turned on Faust's back and waved to several more on the other side of the bubble. "Hi other sea-ponies!" she cried happily. The other sea-ponies merely giggled and then waved to the pink party pony as well. This started a chain reaction of Pinkie spinning on Faust to say hi to every sea-pony she could, which had the ever playful sea-ponies giggling and waving right back to her.

The ancient alicorn merely allowed the mare to do as she wanted, though hoped she tired of it soon.

"Yeah yeah, it's all pretty, and they're really friendly," Rainbow grumbled with a roll of her eyes. "But what I'd like to see is how fast they can go and the stunts they can pull down here," the prismatic pegasus declared with a grin. Her friends rolled their eyes at her declaration. They hadn't been surprised by the pegasus desire to see the sea-ponies race or perform stunts. Truth be told Faust kind of wanted to see that as well, it'd been a very long time since she'd seen one off their stunt shows.

"Personally I'm finding the architecture of this city quite familiar. In fact I think I might've seen it somewhere before," Twilight noted as she lightly rubbed her chin. "It actually bears a resemblance to Canterlot," the little lavender unicorn added thoughtfully.

Faust merely shrugged and watched the city pass them by. She mentally thought back to how the city had looked when she visited several thousand years ago. In all honesty besides a few new buildings, it seemed to her that they hadn't changed it too much. There was a new building here or there, a couple of new landmarks, what looked like some kind of park. But it seemed that the sea-ponies had had no reason to change their designs for the city. The palace however, that was new and quite expansive compared to the other buildings. Faust only hoped that Queen Aquaria was a reasonable mare...

Celestia pouted as she trotted next to Luna, Daring ahead of them. The three had decided to stick together. However both Luna and Celestia had agreed that Daring should lead them around. It was two fold really. Daring's special talent was exploration, which had been proven when she had discovered Dream Castle. Secondly, both of the sisters were more than a little irked with the mare for finding Dream Castle. Before they did at least. The khaki mare was aware of this, so groaned and turned to the sisters, "I said I was sorry already!"

Celestia frowned and turned her head up. Luna giggled, her sister hadn't acted so childish and carefree in a long time. She hated to admit it, but the lunar alicorn was happy that her sister was relaxing. She also made a note that they should vacation to Faust's tower more often. That way they could relax and possibly relive their days as children. Which would include searching for Dream Castle themselves. Although Daring had found the place, they still hadn't. While she hated to think about how they had lost the chance to be the first to find it, they could still be the first real ponies to find it.

"Forgive our sister, tis not often she is denied that which she desires," Luna finally told the khaki mare. She resisted another chuckle at her sister's annoyed glare. She was teasing her, not inviting her to try and send her to the moon without the elements of harmony.

"How did I deny her something?" Daring questioned while scratching her head. Majesty's horseshoes were still upon her hooves. Celestia had tried all manner of spell to remove them yet they had held firm. Apparently, Majesty's spells still held power beyond even the solar diarchs skill. Had she not been so annoyed, Celestia would have been happy. Majesty was her idol, whom she had spent most of her life trying to emulate. It was with a mix of emotions that Celestia admitted she was still nowhere near Majesty's skill.

Not out loud of course, but it was hanging over her head.

"Thou hath taken from us, the satisfaction of being first in finding Dream Castle," Luna replied to Daring. Celestia huffed and muttered to herself. The khaki mare visibly winced and chuckled lightly.

"Uh well, it's not like I knew you two had been looking for it," the mare replied. Luna nodded her head in agreement with the khaki mare. She admitted that Daring had not been at fault for finding the castle. And she had, in fact, proven that it did in fact exist somewhere. The problem was that Celestia had always wanted to be the first to find the place. So now the fact that some pony else had already done so irked her to no end.

"Ye have no reason to apologize explorer, tis only our sisters pride thee hath truly injured," Luna replied. She had been speaking in the old tongue for a while now, she knew it, but she also knew it irked her sister. She wasn't sure why it irked her sister either, she just knew that it did and used it to irk her. Though she often tried to hide it, teasing the solar alicorn was always entertaining. Discord always agreed with her on that much.

"Luna, shut up," Celestia growled darkly. The lunar diarch arched a brow, then rolled her eyes. Her sister was in a foul mood, that was certain. Luna knew that she didn't want to make her anymore cross than she already was, thus wisely shut her muzzle. She was not exactly afraid of Celestia, but she had never been one to kick a bee-hive for no good reason either... barring that one time when she was still just a filly.

"Look Princess, I'm sorry if I stole your thunder," Daring told the solar mare, then narrowed her eyes, "but that's no reason to take it out on your sister like that!" Celestia frowned deeply. She was really not in the mood for this. Her annoyance with the mare was really more childish than she liked. Regardless, she still got nose to nose with the significantly smaller mare and glared at her angrily. That is, before Luna suddenly broke the tension.

"What's this?" the question came and both Celestia and Daring turned to her. She was no in front of a large door, one that had odd symbols etched into it's outer frame and runes over it's surface. Daring frowned and glanced around it for a moment, then rubbed her chin thoughtfully.

"Not sure, I've never seen it before so if it's legendary it's not well known," the explorer responded. Celestia nodded her head and trotted forward as well. All three mares looked over the door and examined the runes and symbols etched into it for several long moments.

"The symbols are pre-equestrian, and look almost like the dialect of Dream-Valley," Celestia noted aloud. Luna nodded her head in agreement with the older alicorn. Her eyes silently looked over the runes and frowned deeply.

"Tia, these runes are old, far too old to be any modern form," the lunar diarch noted. Celestia concurred with her sister. The runes appeared to be of the same make as those used by Majesty. Runes in the modern era were typically used by Deer, Caribou or the more common 'Reindeer' to be more specific. They had actually developed a type of rune they could carve into their hooves, which would let them 'walk on air'. She'd seen it once or twice in her life, it was really quite fascinating to be perfectly honest.

"So, think it's more of Majesty's work?" Daring questioned of the princesses. Both glanced to one another and then turned back to the khaki mare. They nodded their heads and looked at the door with a great deal of scrutiny. Finding the door had been sheer chance, or the tower just trying to cheer up Celestia. Regardless, this was an opportunity for them to see a potentially forgotten relic of Majesty.

"Alright, but we're being careful this time," Celestia stated. Luna scoffed and shot her older sister a flat look.

"You were the one who opened the Golden Door Tia, not me," the younger alicorn reminded. Celestia had the decency to blush and look properly cowed. But quickly schooled her features and focused her magic on the massive door. The door slowly opened up, revealing beyond it to be another hall. Unlike the other halls, the new one was lit by magical lines of energy that passed along the floor of the hall. It also had no true doors, merely doorways that remained open. Within each of the doorways was a brilliant glow that seeped outwards and flooded the hall.

"Okay," Daring whispered as she trotted into the hall. "I have no idea what any of this is," she admitted with a frown. Luna and Celestia silently followed the mare into the hall and looked around alongside her. The three ponies slowly trotted into the hall and glanced here and there. The empty doorways only seemed to glow and held nothing within their depths. A frown crossed Celestia's features as she wondered what any of this was. Daring merely wondered why it was created since it appeared to be little better than a light show.

As for Luna, she wandered where that soft singing was coming from.

"Do you hear that?" the lunar mare questioned. Both Celestia and Daring listened and frowned when they heard a soft gentle and most of all familiar voice echo down the hall.

You've come, such a long long way
and I've watched you from that very first day
to see how you might grow, to see what you might do
to see what you've been through, and all the ways you've made me proud of you

"Tia, isn't that you?" Luna questioned with wide eyes. The solar alicorn silently nodded her head as she listened to the song. A soft smile crossed her lips as the song continued, a happy feeling welling within her chest. The annoyance she had been feeling before, it just melted away as the song passed over her. She had never sung this song. She had never heard it before either. But she did know what the song likely meant, and why she would sing it. Ponies tended to sing when their emotions were too great to be expressed in other ways.

It's time now, for a new change to come
you've grown up, and your new life has begun
to go where you will go, to see what you will see
to find what you will be, for it's time for you, to fulfill your destiny

"Okay I'm feeling lost here, what's going on?" Daring questioned once the song had ended. Celestia smiled faintly and wiped a tear of pride from her eyes. She merely smiled at the khaki mare and walked down the hall. Luna raised a brow and then smirked as she realized what the song was for. The lunar mare quickly trotted to her sisters side and gave her a look.

"T'would seem that this hall is not a mere hall," she noted aloud. Celestia nodded her head in agreement, yet stopped as voices echoed around them. Luna and Daring stopped as well. The voices came not only in songs, but also in whispers and echoes.

"I suppose this would be a 'Hall of Echoes' then," Celestia murmured quietly. Luna nodded her head in agreement with the older mare, then glanced back at Daring. The explorer pony had her eyes closed and frowned deeply.

"Some of these echoes are talking about the tower," the mare stated. A frown crossed Celestia's features at the unwelcome news, before she closed her eyes and tried to listen as well. However the sheer number of voices were too many, and they passed too quickly for her to recognize them.

"What I wish to know is why Majesty made this?" Luna questioned as she looked all around the hall with a frown. She couldn't quite understand the point of a hall of echoes, nor how it could capture sounds of the future. She also wished to know just how Majesty had created such a place. She had known that their mother's teacher was powerful, but it seemed like she had actually underestimated her.

"She probably made it to keep an ear out for plots to hurt her ponies," Celestia replied. That was what she would have used it for anyways. The hall could have other potential uses, certainly, but for her she'd simply use it to learn of any pony who wanted to hurt her subjects. The solar alicorn hoped that Majesty had been of the same mind in that.

"Yeah yeah, can we get out of here already? This place is starting to creep me out," Daring complained. Celestia and Luna both nodded their heads, all three ponies trotting down through the hall of echoes. Yet as they did, a familiar black alicorn followed behind them...

Faust and the elements' bubble landed on a 'landing platform' of the palace. The three sea-ponies then reformed out of the swirl of bubbles around them as they were quickly pushed inside. Once inside, a large pair of double doors closed behind them, Faust idly noting they were in an entrance hall. She then turned her eyes to the sea-ponies who spun around the room several times then suddenly calmed down. One of them shot off into the palace while the others lowered down with the seven land-ponies. A moment later the magenta mare returned with seven strange looking collars.

"Put these on!" the magenta pony ordered while pushing the collars into the bubble. Rarity eyed the necklaces for a moment and smiled as she took one. Each of them seemed to be made of silver, with an odd series of glowing blue lines through them that pulsed. As Rarity brought one closer she turned it around and raised a brow at the latch, as it resembled a shark biting it's tail. The shark had a single pearl for it's eye, while a series of odd colored gemstones lined the inside of the odd necklace and would be invisible when worn.

"Ooh, gifts, you really shouldn't have darling," the fashion pony stated with a bow of her head. She then unlatched the necklace and put it on. She opened the little sharks mouth and pulled it apart, the metal strangely flexible, and then wrapped it around her throat. The marshmallow unicorn then blinked as it gave a brief glow before resizing to her exact size, the sea-shell glowing faintly with azure magic. "Oh my, enchanted necklaces?" Rarity questioned and the magenta Sea-Pony nodded. Faust took the next of them, and placed the necklace on without complaint.

Much like with Rarity's own, Faust's necklace changed it's size to suit her. The rest of the elements quietly accepted the necklaces as well, but halted as they examined them. "Do we really have tah put 'ese on?" Applejack questioned warily and the sea-ponies nodded. Resigned to her fate, Applejack looked to Twilight for aide. The little lavender unicorn unclasped the necklace and put it on her friend, while Rarity and Faust helped the others with their own.

"Alright we're wearing them, but I still don't see why," Twilight began to say only for the sea-ponies to pop their bubble. The elements practically shrieked as they did, then stopped when they didn't drown. Applejack however was a quivering mass of flesh, shaking and shivering as Fluttershy went to comfort her friend. Twilight mere looked around with wide eyes, Rarity not fairing much better as they breathed freely. Rainbow however glared at the now laughing sea-ponies, a fire in her eyes as she let out a snort of air.

"W-what the hay? Are you trying to kill us?" the prismatic pegasus demanded. The three sea-ponies giggled and laughed and spun around the elements cheerfully. The magenta one soon landing on Rainbow's back and hugging her from behind with a smile.

"You silly, we couldn't just push your big ol' bubble in to see Queen Aquaria," the magenta mare stated. Rainbow struggled to extricate herself from her hold, yet the Sea-Pony held firm. Faust merely rolled her eyes and frowned as she looked at the other mares.

"The Necklaces create a magical field around the body, it's all but invisible to the naked eye. It not only relieves the pressure of being at this depth but also allows for a full range of movement," Faust began, flapping her wings and jumping to show what she meant, "and also converts oxygen from the water for us to breath as if we had gills," the ancient alicorn explained. The sea-ponies grinned and nodded their heads, soon shooting down.

"Yep, Queen Aquaria made the chokers so land ponies could visit us down here," the blue mare explained. While to the side the Sea-Pinkie gigged and watched Rainbow try to buck the magenta mare from her back. Meanwhile Twilight looked at the chokers with wide eyes.

"Why would your queen have necklaces for letting land ponies live down here?" the little lavender mare questioned. The blue mare gave Twilight a look and then rolled her eyes as she swam upside down.

"Because we knew that someday we'd meet with land ponies again, duh," she stated and then shot over to her magenta friend. She quickly pried the other Sea-Pony from the bucking Pegasus and began to speak with her. They spoke for several moments before the magenta mare nodded and shot off into the palace. Once she was no longer bucking, Rainbow snorted and glared at where the magenta mare had gone. Looking to Faust the prismatic pegasus frowned deeply with a question on her mind.

"Are these ponies ever not happy?" the prismatic pegasus questioned with a frown. The ancient alicorn merely chuckled and ignored the cyan-mare's question. She then noticed that Applejack didn't look too well. She was shaking and shivering and looking around wildly. Fluttershy had managed to calm her down so she was no longer babbling incoherently, but it was clear she was not okay. Since she wasn't able to swim, the ancient alicorn assumed that she was terrified of drowning. Even with the necklaces, she was not liking being at this depth.

"Uh not that ah ain't glad to have mah hooves back on solid ground," Applejack began and then looked around nervously. If being in that giant bubble hadn't been bad enough, now she was underwater with only a bit of magic to keep her from death! "But can we please hurry this along!" the apple-mare pleaded desperately.

"We have to wait for Sea-Breeze to get back with the guards first," the Sea-Pinkie responded. "They'll be the ones who'll take you to Queen Aquaria, we just brought you down here," the pink Sea-Pony continued and then began to swim around in a series of loops and spins. Rainbow began to watch her as she did, idly noticing that being underwater allowed for a much freer range of tricks.

"Well as long as we're waiting, what are your names girls?" Faust questioned of the two. She also made a mental note that the magenta Sea-Pony was named 'Sea-Breeze'. The two sea-ponies grinned and nodded their heads, the blue pony swimming forward.

"My name is Current Chaser, but most ponies just call me CC," the blue Sea-Pony explained, then moved to the side as the Sea-Pinkie shot forward and offered a hoof.

"And my names Bubbles!" the pink Sea-Pony cried loudly. A second later Pinkie hopped over to the pony and gave her a hoof-bump.

"Ooh! Good name! I'm Pinkie Pie!" the pink party pony declared. "Hey, do you wanna be my friend?" she questioned and Bubbles grinned widely.

"Well duh, that sounds like it'd be awesome!" the pink sea-pony exclaimed happily. Bubbles and Pinkie then quickly went into a series of hoof-bumps. Once finished with that they spun around one another and finished with a bump of their flanks and a quick friendly hug. Twilight merely watched the two ponies while a look of absolute horror formed on her face.

"Oh sweet Celestia, there are two of her!" the purple pony exclaimed while rearing back in distress. Faust rolled her eyes and shook her head, then glanced over to CC. Said pony was outright laughing as Pinkie and Bubbles started talking rather animatedly about parties. The ancient alicorn shook her head, idly wondering how Pinkie and Bubbles would react to Surprise.

"Huh what do you know, land, sea, and air, they'd dominate parties everywhere," the ancient alicorn noted to herself. She then shuddered at the idea and trotted over to CC. "Anyways, now that we have some time I'm a bit curious about how your size and forelimbs," Faust admitted. The blue Sea-Pony rolled her eyes and began to swim around, the 'nervous energy' common among their tribe kicking in.

"Well to be honest, I think it's cause we've bred with the other tribes for so long that some of their traits have started showing up in ours," CC admitted with her forelimbs crossed over her chest. Faust raised a brow and then mentally groaned as she realized what was going on.

"How?" Twilight questioned as she trotted over to the two. She ignored Pinkie and Bubbles as they continued to talk animatedly. One Pinkie was bad enough, she did not want to have to deal with two of them. Besides that she was also quite curious about the sea-ponies and their apparent change.

"Oh, well you know how sailors will sometimes disappear at sea?" CC questioned with a cheeky grin. Twilight blinked then nodded her head. Faust however blushed profusely and felt her eye start to twitch.

"They weren't lost were they? They all just had a batch of sea-pony Foals," Faust noted flatly. CC giggled and blushed, but nodded her head all the same. Twilight raised a brow, then frowned in thought. A blush quickly broke out across the little lavender mare's face as she realized what Faust had meant. Thankfully Sea-Breeze finally returned, three guards following behind her. Unlike the guards they were used too, all of the sea-guards seemed to be mares. One of the guards bowed and motioned them to follow.

"Welcome, her majesty Queen Aquaria is eager to meet with you, please follow us," the sea-guard bade. She then glanced at Sea-Breeze, the magenta pony smiled and swam over to her friends. The three sea-ponies then swam around one another and shot out of the palace.

"So longer every pony!" Bubbles cried as they swam out of the palace. The seven land ponies glanced to one another and then trotted to the sea-guards. They followed behind the three guards through a large hallway that broke off into three directions. The guards merely continued down the main corridor and Faust and the others followed. None of them were exactly willing to test out how long their necklaces apparent power would last for. Least of all Applejack who wanted to find the queen as soon as possible.

Although if the necklace could never run out of magic, the farm-pony was keeping the thing so she'd never have to worry about drowning ever again.

As they passed through the palace, the ponies couldn't help but notice that strange white crystals were being used as torches. Each one giving off a soft azure glow that lit the halls without being too bright. They also noted that, much as Rarity predicted, the sea-ponies had no cloth for tapestries or banners. Instead they had numerous arches with symbols, the arches vaguely resembling the ribs of a whale. The palace also lacked windows and even a few walls, allowing fish and other such creatures to pass through the palace without harm.

Fluttershy giggled as a school of fish passed her, some of them circling around and swimming through her mane. The butter yellow mare made a mental note to come back to this city someday, so she could learn more about undersea animals. The seven were lead to a pair of large double doors, which two of the guards opened. Beyond it was a magnificent throne-room, much like the one in Canterlot, which was lit much brighter than the other rooms. Unlike canterlot however, there seemed to be a great deal of silver and azure stone used in the throne room, as well as a bit of quartz.

However, across from them and resting on a dais was the mare they came to meet. Whatever they had expected, Queen Aquaria certainly seemed to go beyond it. For one thing she was almost Luna's size and she had, unlike the rest of her ponies, a horn that curved off of her head. Her mane was long and resembled a living wave, her tail was longer than the others and ended with a fin, the membrane of which was a translucent blue. The scales of her 'coat' were sea-green, though were a bit pale around her eyes, while her back fins were significantly longer and almost resembled wings.

The queen wore regalia as well, though her's was a tad bit more intricate than Celestia or Luna's, all of it seemed to be made of silver, pear, and tear-shaped gemstones. The regalia included a circlet of some kind, an armlet, a pair of earrings, a necklace, and a few bands around her tail. The elements merely looked in shock at the queen, Twilight wondering if she was the equivalent to an undersea Celestia and Luna. Faust however was more surprised than she'd have liked to admit. She wasn't sure if Aquaria was really an alicorn, however her appearance did seem similar to one.

The said mare smiled and inclined her head as the seven walked in. "Welcome, my little and not so little ponies," the queen stated with a friendly smile. "I am happy to see you are well, I do hope you didn't have to wait long."

"N-no of course not, we're s-sorry if we somehow managed t-to take time out of your schedule," Twilight replied nervously. Her friends made much the same impression, nervous and unsure of how to act before the queen. Faust idly noted that it was the same way they acted around Celestia and Luna. Thankfully, they seemed more at ease around her, but she doubted that would last much longer. Regardless, the ancient alicorn looked up at Aquaria and trotted forward.

"I assure you, the pleasure of meeting you is all ours, Queen Aquaria" Faust replied, then frowned. "Wait, you look familiar," the ancient suddenly alicorn noted. "Have we met before?" the ancient mare inquired. Queen Aquaria giggled behind a hoof and smiled brightly, a certain twinkle in her eyes.

"I should hope so auntie," she stated, then stopped and tapped her lip, "though I admit, it has been quite some time since we last saw each other." Faust raised a brow and then narrowed her eyes. She approached the mare and then tilted her head as she scrutinized her appearance. Aquaria's smile never faded one bit, nor did the amused twinkle in her eyes as Faust got nearly nose to nose with her. A moment later Faust's eyes widened and she grinned widely.

"Riptide?" the ivory mare questioned as her smiled widened, "Riptide, is that really you?" She questioned excitedly. Rather than answer Queen Aquaria merely leaped forward and wrapped her forelimbs around the ancient alicorn. Faust quickly returned the hug, a smile across her face. Soon the two pushed away from each-other, both smiling brightly. "Sweet sun and stars Riptide! Oh, just look at you! You were no bigger than a guppy the last time I saw you!" the ancient mare exclaimed. Aquaria merely grinned at the ivory alicorn and flipped back onto her dais.

"Kids grow up auntie, it happens all the time," Aquaria stated with a nod of her head. Faust rolled her eyes and smirked at the 'sea-alicorn'. She remembered when this particular little pony had been young. She'd been a handful of a most rare and extraordinary caliber.

"Well yeah, but since when do Tom-Colts who like racing against pony eating sharks turn into beautiful queens?" Faust asked the sea-mare with an amused smirk. Aquaria blinked and then grinned, the ancient alicorn feeling a shudder run down her spine at that look.

"Oh I still race against pony eating sharks auntie, I also still do stunts," the queen stated with a nod of her head. She then stopped and considered for a few moments, "oh speaking of, I really should show you my 'Riptide Ravage', its probably one of my better stunts," the sea-mare decided. Faust blinked and then groaned inwardly.

"Please tell me it doesn't involve you and a dozen sharks," the ancient alicorn pleaded. Aquaria shot the other mare a look as if she were appalled by the idea.

"Oh of course not auntie," she replied with a wave of her hoof, "it's three dozen sharks, a killer whale, and a coral reef," the queen stated with a nod of her head. Faust face-hoofed and groaned at her 'nieces' inability to do anything even remotely safe. She had actually hoped that the sea-mare would outgrow her dangerous stunts. Unfortunately, immortality hadn't calmed the mare down even a bit.

"Whoa, that sounds bucking awesome!" Rainbow-Dash crowed with a grin. Aquaria smiled and grinned back at the prismatic pegasus.

"I think I like her auntie," Aquaria noted with a nod, then looked to Faust, "care to introduce me to your friends?" Faust let out a sigh and nodded her head, then waved a hoof to the six elements.

"Riptide, I'd like you to meet the six elements of harmony, Rarity," the ancient alicorn stated motioning to the marshmallow unicorn. Rarity gave a grand bow in response. "Fluttershy," the ancient alicorn continued. The butter yellow mare 'eeped' and quickly shot behind Rarity. "Applejack," Faust continued. The apple-mare chuckled nervously and tipped her hat to the queen. "Pinkie Pie," the ivory alicorn added with a smirk. The Pink Party Pony whooped then literally jumped for joy and waved at the sea-queen.

"Next is Rainbow Dash, resident speedster and stunt-flyer," Faust introduced. Aquaria's eyes gleamed as the prismatic pegasus shot into the air and did a triple back flip. "And last but certainly not least, Princess Celestia's personal student in all things magical, Twilight Sparkle," the ancient alicorn finished. The lavender unicorn bowed slightly and looked around nervously. "Girls, this is Queen Aquaria, or Riptide as she used to go by, the rowdiest sea-pony to ever swim the seas," Faust introduced with a smile. The sea-queen merely hummed and turned to Faust with a frown.

"Well I was right, I like 'Rainbow Dash', she seems like my kind of mare," Aquaria decided with a grin. Said prismatic pegasus couldn't help but agree with the strangely rowdy sea-queen. "But, uh, who is Princess Celestia?" the sea-mare questioned with a scratch of her head. Faust merely rolled her eyes and looked over her shoulder to Twilight. The little lavender pony cleared her throat and began.

"Princess Celestia is the co-ruler of Equestria as well as the pony who raises and sets the sun," Twilight began then took a breath. "Her sister and fellow co-ruler Princess Luna raises and sets the moon and watches over dreams," the little lavender mare finished with a smile. Queen Aquaria blinked for a moment and then hummed with a frown.

"I see, then can some pony please tell this 'Luna' to stop bringing the moon so close, it's wreaking havoc with the tides," the sea-queen pleaded with an exasperated tone. Twilight blinked for a moment, while Rainbow tilted her head.

"Wait, how can the moon affect the tides? Isn't the ocean your thing?" the prismatic questioned of the sea-mare. Aquaria nodded her head with a soft sigh, then looked to Faust for help.

"The Moon actually possesses its own gravitational pull that affects the tides, when the moon is close the tides rise, when it's far they lower," the ivory alicorn explained. Rainbow made an oh with her mouth before scratching at her head.

"Beggin' ye'r pardon ma'am, but if'n the moon does 'at, what do y'all do down here?" Applejack questioned while pointing to Aquaria. The sea-queen merely chuckled lightly and stretched out for a moment.

"I actually control quite a bit, such as keeping the icy north icy, keeping the currents of the sea in check and what not. Basically if it has to do with the ocean, I'm the mare who gets it done," Aquaria explained proudly. Faust sighed, nodded her head and then glanced back at the elements for a moment. The ivory alicorn then leaned forward and whispered to the queen questioningly.

"Yeah, but when did you grow forelimbs?" the ancient alicorn questioned in a whisper. Aquaria blinked and then glanced down at her forelimbs and leaned forward to whisper back at Faust.

"It happened when I got my horn, my tail changed and I got these," she responded with a shrug of her forelimbs for emphasis. "I swear it took me months to get back to how I used to swim," the sea-queen added with a frown. Faust idly nodded her head and made a note to write that down. That however reminded her of all the other research she'd have to do on sea-ponies. The ancient alicorn shuddered and then looked to Aquaria with a hopeful look.

"Uh, you wouldn't happen to have some records I could borrow?" Faust questioned nervously. The sea-queen giggled into a hoof for a moment, a decidedly playful look in her eyes. She then schooled her features and shot the ancient alicorn a stern look. Although every pony could see she was trying hard not to outright laugh.

"Now auntie, shouldn't you be able keep up with your own work load?" the sea-mare inquired. In her defense it'd been several thousand years since she'd last seen her auntie. It was also highly likely that she wouldn't be able to poke fun at her for quite a while. Faust however, clearly didn't find it funny and shot the younger mare a flat look.

"Why don't you try keeping up with Equestria and it's crazy antics and see how long you last doing my job missy," the ancient alicorn snapped. Aquaria chuckled and looked away from the ancient mare with a grimace. Much as she loved her auntie, she was never going to trade jobs with her. She loved her ponies for one thing, and she also liked having her free-time so she could do stunts.

"Uh, no thanks," Aquaria assured and then smiled. "I'll just have a few of my record keepers get everything you'll need together," the sea-mare assured. Faust sighed and smiled to the sea-queen gratefully, then glanced back to the elements and schooled her features.

"Thanks Riptide, but we're actually here to ask if you'd open the tunnel to my tower," Faust admitted. Aquaria arched a brow for a moment and then hummed lightly. The tunnel had been closed since the last time that Faust had visited the undersea city. While they had maintained it over the years, the sea-queen admitted that it was quite a journey. She could easily take them through it of course, but unfortunately she was needed for a meeting with a sea-serpent. She was trying to negotiate a peace treaty with them, and that took priority.

No offense meant to her auntie, but the safety of her little ponies always came first.

"Well of course you can use the tunnel auntie," Aquaria replied and then got up and swam forward. "Just let me get a few guards together and you can be on your way," the sea-mare assured before she swam off into her palace. As she disappeared, Faust hoped the rest of their mission was this pleasant. Though she inwardly admitted that it was very unlikely that it would. Especially if the girls had managed to find 'the Smooze' or any of the other evils locked in the tower and released them...

In the land that was once Dream-Valley, Light-Bringer trotted towards an ancient castle. "Midnight Castle stills stands," he noted and narrowed his eyes, "if only just barely." The ancient warrior pony merely continued on, silently approaching the ancient structure.

Much like the rest of Dream-Valley and it's surrounding lands, Midnight Castle was long ruined. It had once been a fortress to the being known as Tirek, a terrifying monster who had been mere legend even in his time. Later on, Mortis the Black took the castle as the place from which he staged his assault on Dream-Valley.

It had taken them months to simply take this castle. It was nestled on a high cliff and surrounded by water. The sea-ponies and their songs had lured many of the Zomponies to the water where they were quickly disposed of. Mortis had been in a hurry at the time, and so the four generals marched forward. They had silenced any and all resistance within, then raised them and forced them to fight, and then they presented the castle to their master. Mortis would commit many experiments within that place, until finally abandoning it. Now the castle stood as a ruin, it's halls empty save for one creature.

Revenants.

Most ponies knew them as 'Skeletons' a 'simple' or even 'basic' undead. That was the furthest thing from the truth. The truth was, that they were spirits who had possessed their own bodies and kept walking. A Revenant typically never left it's corpse, which would continue to rot until only bones were left. Even then, a Revenant would not stop, would not rest, would not die. It was a horrible Undead with only one method of truly killing them. Break and destroy any and all remains of their body. Mortis had never used such creatures in his attack on Dream Valley for one reason.

A Revenant retained it's mind and free-will when created.

They had been few, but swarmed after Mortis with a determination that would frighten even the bravest soul. Midnight castle became the grounds of an undead revolution in which the forsaken dead waged a war on their murderers. Cunning and creative, the Revenants had gathered what remained of their weapons and armor. They had worn them once more and charged into battle to destroy their foe. The Four Generals had tried to control them, but nothing could curb the rage within the minds of those creatures. Nothing save for the satisfaction of impaling them that is.

In the end the generals had been forced to fight them. It had not been a fight that they could win, it had been a struggle for survival against enraged spirits. They cut them in half, the Revenants would sew their flesh back together. They burned the flesh from their bones, a skeleton would march forward. They would break their bones, they would piece themselves back together. No matter what they did, they just kept coming. Mortis had been forced to abandon Midnight Castle soon after and march further into the valley. Midnight Castle was retaken by the Revenants, and a pact made with Faust soon after.

They would continue to guard their home and leave her ponies alone, so long as the mare left them alone.

It was a simple bargain, and Midnight Castle held no value to Faust save for nostalgia. Even then, the memories of that place were not so pleasant for her. So she had agreed. That pact had remained into effect long after the living ponies had left. They still guarded the castle, their home even now. Unfortunately, it was in his way, he would have to approach Midnight Castle. He would have to remain undetected and cross the forsaken bogs in order to reach the Black Forest if he was to make it to Faust's tower. He really didn't like his odds.

Still he trotted forward, his single eye passed over to Midnight Castle. The walls had crumbled long ago leaving holes in it. It's draw-bridge was long rotted away with ancient rusted chains merely hanging from it. Light-Bringer felt a shiver as he saw a Revenant shuffle along one of the towers. It was a skeleton, obviously, dressed in ancient armor he had not seen since his time under Mortis control. The fact he had seen no armor since that time was beside the point.

He lowered himself and crawled forward quietly. Unlike the chattering bones of the Revenants, Light-Bringer still had meat on his bones. Dead though it may be, it was more than enough to keep his bones from rattling. The Necrotic Energy surging through every fiber of his being saw to it that he would not rot completely. It was a much better bargain than what the Revenants had had to endure. He was certain they would personally skin him should they notice his passing. Which is why he made absolutely certain they did not.

His armor creaked and clanked, he stopped and glanced up. Revenants had the ability of 'Soul-Sight' naturally. They could see for great distance, and never forgot their killers. They would be relentless if they saw him, and they would make certain he died this time. But he could not die yet, not before he reached Faust's Tower. Not before he reclaimed what he had lost so long ago. So once he was sure the Revenants had yet to spot him, the undead soldier crawled forward once more. His eyes darted to the castle every now and again to ensure a safe passage.

His journey was without error, he made it passed the castle and approached the forsaken bogs. Much like Midnight Castle, the bogs had been different once upon a time. Once a large lake, the undead had started to poison it with their blood, which had begun to effect the sea-ponies. Faust had managed to close off all links to the lake, trapping the water which was slowly corrupted over centuries. Now it was a murky bog, horrible things trapped within it such as Sirens and other such beings of despair and misery.

Again, he had had a hoof in their make.

Regardless he rose up and trotted through the bog. As he was undead himself those lost within the bogs waters ignored him. They were only interested in the flesh of the living now, and he doubted any living soul would come to this place. No. None would ever walk this place, and if they did, Faust would see them protected from the creatures hidden beneath the surface of the water. She would not stand another of her ponies taken by the undead, she'd seen far too much of that thanks to Mortis.

The bogs were easier to traverse than Midnight Castle. A spell to form an icy bridge across it's surface and he practically skated across. He could have trotted the length of the bog, but that would have taken too long. He needed to make up for time spent carefully avoiding Midnight Castle's guardians. Which meant he had to make the fastest way across the bog as possible. Nothing bothered him, so he did not see a problem with making the trip shorter, and hopped from the bogs and looked to his next destination. The ruined fields of Flutter Valley, a place that held things that would not ignore him...

Undead ignore undead, that was the very basic law of living in this place. If you were undead you could trot around screaming like a foal and nothing would care. Unless you wandered into the ruined plains of Flutter Valley, somehow found yourself inside of Midnight Castle, or even worse, The Black Forest. Midnight Castle was filled to the brim with Revenants who were highly territorial, and hated him with a passion. The ruins of Flutter Valley were filled with nightmarish creatures that weren't exactly dead, but nor were they alive.

The Black Forest, well, nothing wanted to wander into that forsaken place save for Faust.

Unfortunately, Light-Bringer had little choice in the matter. He knew for a fact he could get through Flutter Valley. It'd be an annoying trip to be sure, but he could do it. The Black Forest would be much more difficult. Not because it was larger, but because of the thing guarding it. A thing that didn't like trespassers, a thing that only Faust could trot away from without harm, a thing that wandered among the trees.

It was a thing he did not wish to encounter.

Worse still, he'd have to cross the remains of Flutter-Valley just to reach the forest. The problem with that was what had happened to the valley millenia ago. The valley was completely covered by ancient storm clouds that never seemed to abate. Lightning struck daily in multiple places and was drawn to anything that moved. The only living creatures there were not so much alive, more... ruined. They were not dead, but neither were they alive, or even undead, there were a sorry and ruined form of existence.

Light-Bringer shook his head of such thoughts and marched forward. His ancient armor creaked and scraped as he trotted into the valley. The sharp curved blade that formed from his helmet and along his horn shined with ancient runes. Their glow was what allowed the ancient general to see. As he walked forward he would glance up for signs of a lightning strike. The signs were simple, a flash in the sky, a few electric arcs, and then utter devastation. Right now all Light-Bringer was assured was that the sky was rumbling.

His eyes strayed from the sky and he passed a glance at his surroundings. The rocky barren surface of what was once a beautiful valley. Life had grown here once, but now nothing could grow thanks to the turbulent storms that constantly destroyed it. Holes had been burrowed from the only inhabitants of this ancient valley. Light-Bringer turned his eyes back to the sky and frowned. This was starting to seem far too easy, he could understand making it through the marsh and even passed the castle. But the valley should have been much more dangerous.

True his journey was not complete. True he had managed to avoid detection at the castle by way of stealth. True he had basically skated across the forsaken marshes rather than trot through them. And true, he was being cautious of anything in this place. But he still expected something to go wrong.

His thoughts were interrupted by a chattering sound. His muscles tensed and he spun around in time to impale a creature on his horn-blade. The creature was only vaguely pony shaped now with holes throughout the majority of it's emaciated black body, green necrotic energy appearing from cracks in the shell of it's body, and sickly green chasms for eyes. He quickly tossed it to the side and backed away. More of the creatures were rising from the holes around the field. They smelled him, and while he would not be especially appetizing, these things only knew to attack.

Light-Bringer readied himself, his nerves were steeled and he lunged forward into the fray. These beings had once been numerous in these lands. Still were actually. However over the countless centuries their minds had been lost. A few had escaped in ages long since passed, less ruined and capable of coherent thought, they had managed to leave the ruined lands. They made it to the badlands to the north, what had happened to them there Light-Bringer could not be certain. He only hoped that they had fared better than the rest of these sorry creatures.

He ducked as another of the creatures lunged at him. His horn was then rammed into it's underside and he through it away with a twist of his head. He was getting far too side-tracked from the battle. Light-Bringer decided that he would think later, when he wasn't being attacked by wild monsters. The ancient general reared and stomped on the ground, a burst of necrotic energy flowing from him. It knocked the creatures back and he raised his hind legs and bucked the next who came from behind in the face.

The creature flew back into a wall of the valley, yet two more came after him. Much like a hydra, for every one of them felled two more would take its place. The undead stallion grunted and twirled his horn once. A moment later a ring of ethereal swords formed around his body. A second later Light-Bringer lunged forward, the swords spinning around his body to slice through the creatures with deadly precision. The stallion then twisted his head and the blades shot out at the creatures. They impaled them almost instantly.

The beings were not intelligent and did not feel pain, they knew no fear or hunger or exhaustion, only the urge to attack. They were stopped if only briefly, but severally ripped themselves from the blades. They bled profusely upon doing so, slowed down from injury, but still trotted forward to attack him. If that weren't bad enough, a sound like static alerted Light-Bringer to a greater danger. The stallion spared a glance to the sky and saw electric arcs forming over him. The number of things moving had invited the lightning. Wonderful.

"And here I was worried things were too simple," he muttered under his breath. He made a note to buck himself in the face if he ever thought things were going too easy again.

The stallion decided he'd fought enough for today and lunged to the side. A nearby cave caught his eye and the stallion slid inside. He twisted around and with a twirl of his horn the collapsed the mouth of the cave. One of the creatures was caught beneath the rubble and crushed. The rest had a far more horrible fate as the lightning came down in waves outside. They were electrocuted and burned at the same time. They would not survive and Light-Bringer could not bring himself to feel sorry for them.

He actually felt gladdened that they no longer lived as monsters and could maybe find some manner of peace in death.

Regardless of such thoughts, Light-Bringer brushed himself off. He turned and trotted further into the cave with a mental frown. The creatures had obviously dug the caves, how was due to their serrated little hooves. They way they dug left a very recognizable pattern in the dirt and stone. However given the numbers that had been attacking him, Light-Bringer hoped most of this colony had been destroyed. If not, well, he'd never tried fighting a swarm of those things before. It mattered little in the end, as he came to the end of the cave soon enough.

There was no sign of the creatures, but there was an ancient wall with light coming from behind it via several cracks. Light-Bringer frowned for only a moment and then turned around. He lifted his hind legs and broke the wall with a powerful buck. It crumbled and revealed a great chasm had been hidden beyond it. Within the chasm was a mass of water, as well as numerous holes and tunnels in the wall. In the distance he could see a brilliant glow and narrowed his eyes. The ancient undead trotted forward into the water and sighed in content for a moment.

He closed his eyes and stilled, the feeling of pure water was a luxury he had not experienced in millennia. But the ancient undead stallion quickly shook his head. While nice he had more important things to do. Namely, he still had to make his way out of these tunnels and to make it to Faust's Tower. With that in mind, Light-Bringer trotted forward, his sole eye glancing here or there in search of more of the creatures. For the moment he was alone, but he had a feeling that wouldn't be the case for very long...

TBC...

Author's Note

Queen Aquaria AKA Riptide being a tom-colt yet beautiful was an idea I had based on the ocean. It can be both beautiful as well as wild, thus so is Aquaria. The Necklaces were an idea I had to explain how the ponies who 'disappear' and are taken in by the Sea-Ponies can live with them. Yes, AJ will probably be keeping hers, as will the others, Aquaria can just make more if the Sea-Ponies ever need them.

The 'Hall of Echoes' id an idea I've been toying with in my head for a while. It is essentially a place where echoes of the past present and future collide. I just thought the idea for the hall was kind of neat and so I added it to the story. It also gave me more places to put inside of the tower. It was originally going to be much smaller and not alive, the idea of a living tower appealed to me, and that allowed me to make it a lot bigger as well. Basically the original idea for the tower was a smaller and more predictable building, but the new one is more fun.

Light-Bringers journey is mostly just world-building for the ruined Dream-Valley, I figured showing him in epic battles the whole time would be... really time-consuming. Not only for me, but also for him because it'd be pointless for him to go looking for a fight. He had a few, but as shown he tried to avoid them at all costs. He's focused on getting to Faust's tower, so I thought it made sense that he would avoid prolonging his trip to her tower.

The Tower: Part 1

The Tower Part 1:

Old Legends

Three Guards led the elements and Faust through the palace. The journey was oddly quiet, only Pinkie oohing or aahing at this or that breaking the silence. Faust glanced at the pink party pony for a moment, then rolled her eyes with a smirk. It was nice to see that the Sea-Ponies had endured. Then thousand years had destroyed many civilizations. Either having been completely erased, or simply changed. Many species she'd befriended in ancient days had been lost, Fur-Bobs, the Bushwoolies, The Stonebacks, the Grundles, and the Flutter Ponies. But, at least the Sea-Ponies had endured.

It was a small victory, but still a victory in her mind.

"So Faust, what's your tower like?" Rainbow suddenly questioned, breaking the ancient mare from her thoughts. Faust regarded the prismatic pegasi for a moment, then tilted her head with a frown.

"What do you mean?" the ancient alicorn questioned. The prismatic pegasi gave a grunt and shot the older mare a look.

"Oh c'mon! We've been hearing about the Tower all day, yet we have yet to really learn much of anything about it!" the cyan mare exclaimed.

"U-um, if it's not too much trouble, I'm a b-bit curious as well, you know, if that's okay," Fluttershy timidly admitted.

"I have to admit, I've been curious about this 'tower' of yours since hearing about it," Twilight admitted with a sheepish grin.

"Oh yes Darling, you simply must tell us all about it," Rarity pleaded with a flutter of her eyes. Applejack merely grunted, while Pinkie hummed happily. The apple-mare was more interested in getting to the tower and out of all this water. So long as she wasn't beneath tons of water, she could care less what they were getting into. Pinkie, well, Pinkie was just being Pinkie as she often did.

"Ah," Faust commented and then hummed thoughtfully. "Well, my tower is approximately two-hundred stories tall at it's best, with several lower levels, has over a thousand rooms, dozens of halls, a four floor library, a two floor record room, a map-room, a fully functioning alchemical lab, an observatory," that admission caused Twilight to slow and begin to drool, "an entire cellar filled with some of the best cider of the passed ten thousand years," Rainbow's eyes glazed over as a grin crossed her face, "a conservatory, a servants quarters, indoor hot spring, indoor pool," the ancient alicorn continued.

"a scullery, sitting room, lounge, entry hall, long gallery, a Colosseum, about three dozen bedrooms, pantry, kitchen, more than five hundred secret passages, a few hundred rooms I barely know the use of, a Hall of Echoes, a Trophy Room, a room that's basically just stairs going in random directions into infinity," Pinkie blinked and then giggled something about 'crazy stairs', "a room that's literally made of stardust and starlight, a room filled with portraits of some of the most famous ponies in history, a room that's a scale model of the world, the Golden Door," Faust continued, much to the ponies shock.

"Oh wow, your tower is, uh, really really big," Pinkie noted with wide eyes.

"Huh, oh yeah, I guess it is," Faust replied sheepishly. "Honestly, there are probably more rooms I'm forgetting, and a couple I've just never found," the mare admitted with a shrug.

"How in Celestia's name did you build it?" Twilight demanded with wide eyes. "Canterlot alone took over a hundred years of work done by hundreds of unicorns, pegasi, and earth-ponies to build!" the little lavender mare exclaimed. "Meanwhile your tower can potentially hold Canterlot, Cloudsdale, and Ponyville combined! The kind of time and the labor force needed to build your tower is immeasurable, you'd have to have thousands of ponies working together to build the place, and that's only the actual floors, I can't even imagine with the added lower levels!" the purple pony exclaimed with wide eyes.

"Yeah, well Majesty and I actually did a lot of the work ourselves," Faust admitted with a quiet smile. She closed her eyes for a moment to remember how it had been back then. Even when she'd been working to help her ponies finish the tower, it'd been so nice to be with Majesty. Before Twilight could question her further, the guards suddenly turned to them.

"Alright, here we are," one of the guards stated. The elements plus Faust looked to see that they had been stopped in front of a large ornate door. Unlike the other doors they had seen, this one more closely resembled a large hatch for some kind of portcullis. It was made of the same odd blue stone and silver as most of the castle, yet it had what appeared to be an onyx depiction of Faust's Cutie-Mark / Symbol.

"I know this probably isn't the best time, but what is this blue stone we keep seeing everywhere?" Pinkie suddenly questioned with a frown. "I may not know much, but I know rocks, and I've never seen a stone that's actually blue before!" the pink party pony declared. The trio of guards rolled their eyes and their leader, a blue / black mare, swam forward.

"It's actually just Lapis Lazuli," the mare replied calmly, a slight quirk of her lips in an almost smile.

"I've never heard of Lapis before," Pinkie admitted with a confused stare.

"It's not common in Equestria, it's native to Zebra lands," Faust explained, a slight frown across her face. Two of the guards nodded and swam to either side, working with an old rotating lever system to move the door to the tunnel. The third guard, whom seemed to be the leader, nodded her head.

"Yeah, we've actually had a few dealings with the Zebra, the Lapis was something our queen liked so we traded them some things for it," the guard explained with a shrug. Faust suddenly snorted and giggled at the admission. In her mind, no pony was dumb enough to actually trade anything for Lapis. It was one of the most notoriously useless stones in existence.

"You traded for Lapis?" Faust asked incredulously. She took a moment to stifle a laugh, then smirked at the guard playfully. "Okay, what did you trade for 'em? And please don't tell me it was silver," the ancient alicorn pleaded, Silver, unlike Gold, was actually a very useful metal. It wasn't soft and weak like Gold, and it was easier to enchant. Certainly gold was more abundant, as Equestria's basic currency was Gold Bits, but Silver was far more useful.

"Nah," the guard replied with a wave of one hoof. Faust nodded her head, happy that the sea-ponies had at least some sense. "It was actually a bunch of chests of gemstones, we have less use for them down here," she finished, causing the ancient alicorn to groan.

"You mean to tell me that you actually traded gemstones for one of the most useless ores in existence? And that you're actually using it in construction?" Faust demanded of the guard with a confused expression. "I mean sure, it's really pretty and all, but the walls must be really weak, especially with how much of it you've used down here," the ancient alicorn noted with a frown. The guard pony merely rolled her eyes, glanced back at the door and frowned. It seemed that time had not been good on the old doorway. While they had taken great care of it, it still required far too much time to open.

"It's actually really easy to enchant," the mare admitted with a shrug.

"So you mean this palace is enchanted?" Twilight questioned of the guard. She merely nodded her head, then turned to Rainbow Dash as the mare looked her over.

"Say, how come none of you look alike?" the mare questioned with a frown. The guard raised a brow and glanced to Faust for an explanation. The ancient alicorn sighed and rubbed her forehead with a hoof.

"Princess Celestia and Luna have given their Guards enchanted armor that gives the appearance that all of their guards are identical," Faust explained with a shrug. The guard hummed and nodded her head in understanding, then turned to face Rainbow Dash.

"We don't do that down here, our armor is enchanted but instead of useless aesthetic spells we enchant them to be stronger and lighter," the mare stated. Rainbow frowned for only a moment, then shrugged her shoulders. She could kind of see how the idea of making the armor stronger and lighter made more sense. Especially since it was probably hard to tell all the guards apart.

"Um, ma'am, w-would you mind telling us your name?" Fluttershy questioned, and then backed up behind Faust, "I-if that's okay," she finished timidly. The guard merely smiled, and nodded her head.

"My name is Radiant Corral, Queen Aquaria's guard captain, but most every pony just calls me RC," the blue mare replied with a smirk. Pinkie suddenly giggled and jumped over to the mare.

"Arcee huh? Nice name, makes a lot of sense what with Orion back home," the pink mare declared and then bounced away. The sea-mare raised a brow and looked to the other elements.

"It's just Pinkie Pie being Pinkie Pie," the group droned flatly, Faust releasing a sigh when they did. That saying was quickly becoming the bane of her existence. She honestly liked the pink party pony, but it seemed like she broke reality and did strange things where ever she went.

"Uh right," RC replied with a frown, then turned as the door finally opened. "In any case we better roll out," the sea-captain stated and motioned her fellow guards over. The two nodded and quickly spun around Faust and the elements, creating a bubble around them once more.

"Hey! What's with this junk again?" Rainbow demanded as she looked to the captain. "I thought these necklaces let us breath down here?" the prismatic pegasus questioned with a frown. RC merely rolled her eyes and then swam forward and shot the cyan mare a look.

"You don't need us, it's just faster if we push you to the tower," RC stated flatly. Rainbow blinked for a moment, made an oh with her mouth and then smiled sheepishly. That made sense.

"So you girls will just push us all the way to the tower?" Faust questioned with a worried frown. She knew that Sea-Ponies were much like the 'pegasi of the sea' in many ways. But she worried that they didn't have the stamina for such a lengthy journey, unlike the pegasi.

"We'll be fine," RC replied curtly and then shot forward. The other two guards followed her lead and all three spun around the bubble. Rainbow instantly noticed that the guards were far faster than Bubbles and the others had been. This was further proven when they shot off with twice the speed of the three civilian sea-ponies. With their transportation taken care of, Faust sighed and looked around to the elements.

"So, what do you girls want to do to pass the time?" Faust questioned as she sat down to rest for a moment. The other six mares looked amongst themselves for a moment before Pinkie hopped forward.

"Ooh ooh! How about a story Faustie!" the pink party pony cried with a grin. The other five mares slowly nodded their heads in agreement. A smile worked it's way across the ancient alicorn's face as she hummed for a moment.

"What kind?" Faust questioned with a smile. The six mares quickly looked between themselves and thought for a moment, before Pinkie clicked her tongue.

"Well, Fluttershy already got to suggest a story," the pink party pony noted while looking to the butter yellow mare. Rarity nodded her head, remembering how that had gone. However she then frowned when she remembered the story of Majesty. Much as she didn't want to admit it, she had had a story as well.

"I must admit that I've also had a story of my own," the marshmallow unicorn admitted sheepishly. Twilight raised a brow, she honestly wondered about the stories that Faust had told her friends. Besides the fact that Faust was ten-thousand years old, she was also Celestia's mother. While it'd been rare when she was a filly, Celestia had always told some of the most amazing stories. The little lavender unicorn honestly had to wonder if perhaps Faust had told those stories to her teacher. If so, then what other stories did she have? Then again, she'd technically gotten a 'story' of her own as well.

'At least if you count that imaginary world she made for me a story, it was certainly an interesting adventure,' Twilight mused to herself. She then frowned as she wondered if that did count as a story. True, it'd been an adventure all it's own, it'd been inventive, and she'd been surprised by it all, but did that count as a story? The weight of her pendant caught her attention and she glanced down with a frown. Much as she would like to hear a story from the mare, she could admit that the strange lesson had been it's own tale. Though, now she was curious about the necklace again.

"I guess I technically had a story as well," the little lavender unicorn mused with a sigh. One hoof idly tapped the necklace, while Pinkie, Rainbow and Applejack looked to one another.

"Okay, so it's between me, Pinkie, and AJ then," Rainbow guessed. Faust silently nodded her head and the three ducked and started to talk in hushed whispers. The ancient alicorn silently closed her eyes and swiveled her ears to listen to the three. Applejack didn't seem very enthusiastic about hearing a story. Pinkie and Rainbow however were. The apple-mare allowed them to argue as she went to the side and tried to calm her nerves. The ivory alicorn frowned as she realized the orange mare was still scared of drowning.

Regardless the ancient alicorn returned to listening to Pinkie and Rainbow. The two talked and talked, they bounced ideas around and then ultimately Rainbow suggested one to Pinkie. The pink party pony was confused and then curious, thus agreed to the idea. Rainbow pumped a hoof and turned around to face Faust with a wide grin.

"Alright Faust, how 'bout a scary story?" Rainbow questioned with a grin. Fluttershy immediately yelped and jumped over to hide under one of the ancient alicorn's wings. Faust silently raised a brow as she looked to the butter yellow mare, then turned to regard Pinkie and Rainbow.

"Why a scary story?" she questioned honestly. As far as she knew, the two should have picked a comedy to lighten the mood. True, she was giving them a choice in what story she would tell. But a scary story from her was like asking her to retell the worst monster in Equestrian history.

"'cause we're already on an adventure so that would be redundant, Flutters got a slow story, Rarity probably got a romance or something, and knowing Twilight she asked about the princesses or something," Rainbow began, which got her looks from the said mares, "so we figured we'd go with something exciting, and what's more exciting than a scary story?" the prismatic pegasus finished with a grin.

"Yeah, besides that, my favorite uncle is Death itself, my favorite holiday is Nightmare Night, and I love spooky stuff! Just cause I like seeing ponies smile doesn't mean I have to have comedy all the time. Sometimes being scared is fun too," the pink party pony added with a smile. Faust merely rolled her eyes and then hummed, a thoughtful frown crossing her lips.

"The Deathly Hallows," she offered casually. However Twilight frowned and looked at her when the story was mentioned.

"I remember that one, I researched it for school once," the little lavender mare noted. "My classmate Harry actually had one of them too," she added with a shrug. Pinkie and Faust glanced to one another at that, then the ivory alicorn cleared her throat and clicked her tongue.

"The Rainbow Factory?" Faust considered aloud. Rainbow's snout curled and she huffed with a frown.

"No way!" the prismatic pegasi cried with flared wings. Her friends looked to her strangely and she shifted nervously for a moment. She then cleared her throat and crossed her forelimbs over her chest. "That's more of a song anyways," the cyan mare stated with a huff. Faust rolled her eyes and then clicked her tongue, idly going over her mental list of stories. She also made a note to clear some of them out, as it seemed she had far too many. Or at least she would find a way to better organize the stories.

"Right, Godfather Mort?" the ancient alicorn suggested. However Pinkie widened her eyes and rapidly shook her head.

"We are so not hearing a true story about what happened to my Uncle Rudy!" the pink party pony stated. That got looks from her friends, while Faust rolled her eyes.

"Alright, alright, so how about the Story of The Blanks?" the ivory mare continued. Applejack suddenly shuddered and rapidly shook her head.

"Not only have ah heard 'at one, but it hits a might too close ta home," the apple-mare stated with a shudder. Faust frowned and blew a breath into her mane. She also had to wonder why these ponies all had something against her stories.

"Fine!" the mare grumbled and rubbed her face tiredly. Fluttershy was holding out on the hope that Faust couldn't think of a story to tell. That way she wouldn't be utterly terrified by whatever story she told. "Then how about 'The Tree-Mane'," the ancient alicorn suggested tiredly. The other mares blinked and looked at her in confusion. Even Fluttershy was a bit curious about the story, still scared, but curious nonetheless. None of them had ever heard of a story by that name before.

"Tree-Mane? What's a tree-mane?" Rainbow questioned as she scratched her mane. Faust smirked and then allowed her magic to flow as the light within the bubble seemed to dim. Much as it had done in Rarity's home. A moment later an eerie fog formed within the bubble. The ancient alicorn closed her eyes and a white portal seemed to form in the center of the bubble, the other mares silently sitting around it. Fluttershy however stayed beneath Faust's wing, quietly looking out as the portal showed old Equestria.

"Once upon a time, in the age where Griffons and Ponies warred with one another, a scout team of four griffons were lost in a storm," the ancient alicorn began. "The five flew for what felt like days, lost and alone, until finally they were released in a place no pony nor griffon had trotted in ages. The land was barren on all sides, the water undrinkable, the sky dark and gloomy, cast in eternal twilight. Only a dim and dismal light could even hope to enter that horrid place, it was a land with only death, and yet the griffons wandered to a nearby forest," the ivory mare whispered with a smirk.

Much as it had been for rarity, the story was shown within the portal. However this time, they could see details of each object as if it were real. The five griffons were individuals, none of whom seemed familiar to the mares. They were even dressed in armor that was appropriate for the time-period, something Twilight took note of. In fact, the little lavender unicorn frowned as she thought something about the story sounded really familiar. She could almost swear that she'd heard it, or even a version of it somewhere before.

"Not even the forest was alive, the bark of the trees was pallor gray, the trees themselves were tall and skinny, and bore only blackened leaves. They reached height into a canopy that blocked out the feint light. Beneath their branches it was as if the griffons had wandered into the night, for the light that shined through was almost as stars in it's scarcity. Onward the griffons wandered, searching for some sign of life. Yet none was to be found in that barren place. When Night finally fell, there was no stars that night, only darkness." Faust continued. The elements silently watching the story unfold.

"They rested for the night, eating from what little supplies they carried with them, and come morning they continued to search. As the day waned they stopped and decided that they would need light, warmth and shelter. One of the griffons pulled an axe from his back and set about chopping down a tree. The first fell, and a great howl tore through the forest, a shriek that could deafen any griffon or dragon," the mare continued, taking a brief moment to glance at the elements. Fluttershy was the only one scared of the story thus far, but then again it was only just beginning.

"Come night the griffons had light and warmth, they heated their meager supplies and ate. Their rest was fitful, but none more so than the axe-griff among them. His mind was plagued by horrible dreams and worrisome thoughts, and soon he awoke with a fright. In the distance he saw a figure, pale as the moon and staring at him silently. He rose up, but rather than awake his fellows, instead he hefted his axe and grabbed a bit of wood in his beak. He lit the wood and rushed into the brush, seeking out the pale being," Faust continued, a soft and steady beat echoing in her own and the elements' ears.

"The axe-griff wandered through the forest, he sought out the strange figure relentlessly. Yet every time he thought he'd caught it, the figure would vanish among the trees. Onward and onward the griffon sought after the pale figure. Through the brush and trees, he sought it out yet a feeling told him to turn back. He searched and he searched, till the night grew dark and cold. His torch lit so little, and soon his feeling of unease grew worse. He found the being and watched it from a distance, shocked by what he had found," Faust continued, then closed her eyes, an odd sound echoing with the beat.

"A tall white tree, unlike any of the others stood high like a beacon in the night. His eyes scanned for the pale figure, certain he had seen it, yet not a sound echoed in the dark. Then, a rustle of leaves and a groan of old wood as a pair of branches reached down. The griffon yelped in fright, swinging his axe wildly as the branches hefted him up. With a sudden snap the branches knocked his axe away. His next and last sight what appeared like a gnarled and mottled head of a pony, no face to speak of, only endless white..." Faust continued as Rainbow's pupils dilated, she knew this story.

"Come morning, the axe-griffs' fellows awoke with a fright, a shriek echoed out and sounded in the distance. In an instant they left to find their lost comrade. They searched for three days and three nights for their friend, yet all they would find of him was his axe. On the fourth day, they rested once more, two of them wandering into the forest alone as the last prepared the fire. The two wandered deep into the forest and cut down another tree for more wood. Another unearthly shriek tore through the forest and chilled the griffons to their bones," Faust whispered as the noise grew worse than before.

"Spooked by the sound they quickly turned around to make their way back to camp. But alas for them for in the distance, a figure pale and white. In an instant the younger axe-wielder of the two rushed after the white figure, his fellow quickly chasing after him. The older griff rushed through the brush and trees, soon finding himself all alone. The hour grew late, the sky grew dark once more, and the sounds of voices echoed. He searched high and low for the younger griff, till suddenly he was attacked," Faust said suddenly, the elements yelping and falling back.

"Biting and clawing he struggled and fought, though his assailant was quick and strong. They turned and twisted on the ground, till the old griff knocked the other away. With a screech and a lunge he slashed at his enemy, drawing blood. He bit and he clawed until it was done, the enemy silent and still. Only then did he realize, with horror and guilt, that it was the young griff he had killed," the ancient alicorn stated quietly, a whisper added to the increasing noise. The beat was still there, like a heart, yet added to it were many other sounds that unnerved the little ponies around her.

"He reared and he squawked, then brought his face down into the dirt. Then his eyes went wide, his ears swiveled to the side. A rustle, and snap, and the old griff turned with a snarl, wings flared and claws let loose. He looked for the source, and yet of course, nothing was there at all. His breathing came in labored breaths as he tried to see where it was. Then with a yelp he was hefted from the earth, and as his fellow before, he met with a pale ponies face. Taller than before it stood in the armor of his fellow, then in an instant, all was silent and still, the pale pony and griff were gone," Faust continued.

"Much as before, the last of the griffs awoke, this time all alone. He searched for his fellows, he searched high and he searched low. But this time, the thing did not wait. In the day it appeared in the distance it stood, staring and silent. The griff, all alone felt no compulsion to chase and so ran away instead. He ran through the forest, away from the thing, yet every where he turned, it was there. A lowly drone echoed amongst the trees, a quiet groan, a horrid moan, as the creature stalked its prey. The longer he ran and the more often he saw it, the taller the thing would grow. Soon he was alone, the night coming once more, but unlike his fellows he found a place," Faust continued and then smirked.

"A grand old tower stood in the forest, piercing the very heavens like a sword. He cared little for such things, instead he clawed and he pounded against the doors. He tried desperately to alert someone inside. He turned here and there, as the thing came near, closer and closer. Soon he lost his strength, and so he fell down, shaking and shivering in the cold. He turned to the thing which stood on six branches. It's gnarled and mottled head tilted to one side, gleaming griffon armor protecting it's hide. Then at long last, the final griffon was lost, and the thing had won," Faust stated as the noises suddenly ended.

"Years later one was found, lost in the griffon lands. Skinny and weak, driven mad by his fears, he spoke only in gibberish. The Griffon king himself spoke with the mad-griffon only once, and learned only one thing from his ramblings. A warning of a fearsome creature hidden in the trees. His warning was passed to young chicks and cubs, so all would know his tale. Beware the Black Forest, for within it is a thing, a pony yet also not, body pale and white, in armor that gleams and with branches that grasp and reach, the Tree-Mane is a fearsome sight. Beware young ones, for he is still there, merely watching and waiting among the trees. Watching and waiting for thee," the ancient alicorn finished with a bow of her head.

The light returned to normal, and the fog dissipated within the bubble. The elements instantly calmed, the portal fading as Faust smiled at them all. "That was actually a pretty scary story," Rainbow admitted with a shudder. Gilda had told her a version of that story, more modern, the creature called 'Slender'. There were no references to the massive dead forest, to the strange tower, and their had only been one griffon. The ancient version was more frightening, four griffons trapped in a dark forest. Each of them lost in the span of what seemed like a week. One driven to madness, the others simply gone.

"Perhaps, but what happened to the other three griffons?" Twilight inquired curiously.

"No pony knows, the Tree-Mane simply took them," Faust replied honestly.

"W-well darling, I must agree with Rainbow Dash, that was most certainly a frightening tale," Rarity admitted with a shudder. Pinkie suddenly giggled to herself and hopped over to Faust, taking a brief moment to look at the trembling Fluttershy. The butter yellow mare was shaking so bad that she had pulled Faust's wing over top her body to hide. The pink party pony giggled quietly to herself and then turned back to her friends with her usual wide grin.

"Well I thought it was a great story," Pinkie declared with a smile. Her friends clearly didn't share the pink party ponies enthusiasm. While Rainbow liked scary stories, she at least had a limit to how much scary / creepy she could take. Pinkie on the other hoof had no such limit, and seemed to love creepy and scary things just as much as she liked sweets. Clearly that was really saying something about the party pony.

"In any case," Twilight began with a frown, "perhaps Faust should tell us about her tower," the little lavender unicorn suggested. Faust nodded her head, glanced to Fluttershy and then thought about what else she could tell them about her tower. The ancient alicorn furrowed her brow and closed her eyes, tapped her chin and thought hard about what they may need to know. Not only to locate Celestia and Luna, but also so they didn't wake something up by accident...

Deep within the tower, the Golden Door shuddered. It shook and then from within it a dark shadow crawled out. It was the same shadow that had once whispered to Nightmare. The shadow grinned evilly and then hid in plain sight. A moment later a massive claw reached out of the golden door. The door itself almost seemed to grow, or the being within it shrank, as it pulled its way free. The beast slithered out of the door like a great serpent. The shadow grinned as it watched the beast come out of it's prison at long last.

Soon the massive body of an enormous green dragon pulled itself free. It took a moment to shake it's body and stretch once it was free from the door. It's body was oddly small for a dragon, its underside a dull orange color. Upon it's head rested a crown and great jewels were worn around it's neck. It's wings seemed strangely small on its frame and were ripped and tattered from age. The ancient beast glared about with dangerous crimson red eyes. It's forked tongue flicked out as it crawled into the tower.

"Where am I?" the ancient beast questioned. Its voice was little more than a guttural rumble that could easily shake stone. It then halted as the halls of the tower seemed to grow to accommodate its size. Admittedly he was not the largest dragon in the world, but he was certainly larger than the average pony. The dragon king frowned and stalked away from the golden door. It's tail twisted and flicked from side to side. The shadow that had lured him out of the Golden Door grinned to itself. It had a great many plans for this tower, but it's primary concern would be keeping Faust and the others busy.

So who better to keep them busy than the Dragon King?

The shadow chuckled darkly as the ancient king marched forward. It glanced here and there as it traveled through the hall it found itself in. The ancient king was unsure how he should react to his sudden freedom. In ages long passed he had been freed for a time, only to return back to the 'Land of Legends' shortly after. He had had a reason for his return of course, within that realm he was virtually immortal. His subjects were the many beings who existed in that land. Yet as centuries passed he had come to despise his captivity, and longed to return to the destructive ways of his youth.

However his thoughts, and those of the shadow, died at a sudden deafening roar. The sound alone reverberated out through the tower and shook it in its entirety. The sound brought a sudden chill down the dragon king's back, yet he steeled his nerves all the same. "Another of my kind?" the dragon king questioned. However the monstrous roar came once more. Although ancient, the Dragon King had not aged since he was trapped within the Golden Door. He was every bit as powerful as he had been, and every bit as wise as well. The sound of the roar rumbled and echoed in a deep terrible tremor.

"Big, very big," the dragon king whispered with a frown. His eyes then widened as the enormous magenta dragon appeared down the hall from him. The halls even shifted and grew even larger than they had been before. The beast was perhaps double his size and length, it had crushing jaws and dagger like teeth, enormous wings and sharpened claws that were more like razors. The enormous dragon saw him and narrowed its eyes dangerously. The dragon king felt a grin cross his features as he crouched and prepared himself.

The beast wasted no time, nor did it charge, instead it opened it's mouth and expelled a stream of flame. The dragon king rolled out of the way of the flames, his eyes quickly darting back to the beast. Unlike most dragons, who 'blew' their fire out of their mouth, this beast had to keep its jaws open in order to breath fire. He inwardly assumed that the heat from its flames was too great for its mouth to contain. That didn't help him much, the creature was physically bigger, its flames hotter, and its body built for utter destruction. The chances for him to survive such a fight were slim to none...

But he lived for such odds, to partake in such a one sided battle.

He had not been named the dragon king because he was smartest or biggest of the dragons. He had been named dragon king because he'd beaten down all who opposed him. After that, he had managed to stomp any and all who had dared to challenge him for his crown. Not long after he'd gotten bored, thus started to attack ponies at random for his own amusement. That was until he'd been trapped inside of the Golden Door. Within that place the legends and myths of the world came to life. They could never die, and some had been true challenges to his might. It'd been a perfect world for him.

And now, when he was bored of that world, he found a new challenge just waiting for him. His grin widened and smoke drifted from his snout. The opposing Dragon let out a rumbling roar and then lunged at him. Its eyes narrowed on him dangerously while the dragon king smirked to himself. The dragon king lunged forward at the same time, and slid underneath the beast. He rolled slightly and landed on all fours behind it, the massive dragon stumbling as it tried to turn and face him.

Small he may be, but he was faster than most dragons. The dragon king lunged at the larger beast and leaped onto its back and tried to bite into its neck. However he grunted in pain as his teeth could find no purchase. The beasts hide was thick, too thick for even him to bite through. However it managed to bite into his tail and threw him from its back. The beast then inhaled and breathed a torrent of fire at the dragon king. He cursed and rolled out of the way, his crown falling from his head where it was melted down into smoldering junk.

The dragon king snorted and narrowed his eyes on the massive beast. He had no love for his crown, in fact he felt it and his necklace were worthless. Unlike other dragons who were ruled by there greed and the size of mountains, he just wanted to fight. That was all he desired, to tear down anything that thought he was too weak to rule. He didn't need or even want to have a hoard. All that mattered was that he defeated any and all challengers. Right now, he had a challenger, and he was looking forward to defeating him.

The shadow watched the two dragons for a moment, then quickly left the two dragons to fight. He was a shadow, there and gone in a flash. But the light of their fire was deadly to him. He couldn't risk stray fire destroying him when he was so close to his goal. He slithered and slunk down the many halls of the tower in search of one of the older creatures trapped within the tower. His shadows slipped under doors to look inside of rooms to find what he was seeking. He passed dozens of doors, ignored the sounds of battle from the warring dragons, and soon found his prize.

He slipped into a large chamber and found dozens of old crystals. The remains of 'Lavan' a demonic entity from the past. It had been one of many creatures to be annihilated by the ponies of Dream Valley. However he knew of some who had survived the ages. The Dragon King was but one of those creatures. Squirk the undersea octopus had also survived, though had been banished to the bottom of the sea where he was held prisoner by the Sea-Ponies. He had been greatly weakened by his defeat, and without his 'FlashStone Amulet' was utterly powerless.

The Flashstone Amulet would have made an excellent tool for him to use against his enemies. However there was an unfortunate problem with the Flashstone Amulet. It had been one of the artifacts lost to the creation of the Elements of Harmony. Another survivor of that age was Arabus, a storm demon, who had been trapped somewhere in the tower by Faust. However he was in no hurry to find that creature. It devoured shadows and he was in no way foolish enough to meet with such a creature. No, he was not that foolish, and he doubted anyone in his place would look for such a being.

That was why he was making his way passed the broken remains of Lavan. Placed in this room as a deterrent to anyone dumb enough to face Faust. He had to admit, while the mare was a bit too noble for his liking, she still had some ruthlessness in her. Yet that was of little consequence to him. He grinned to himself and shot further into the tower, he had a certain 'old goat' he needed to visit. After all, he had been the only creature in existence to ever match Majesty in terms of raw magical power and the use there of...

Light Bringer decided that he really hated caves. The dark and dismal place he trotted was barren of life save for that of the malformed creatures. His hoof steps echoed out in the depths of the cave as he traveled. His single glowing eye glanced here and there the further he went. He was concerned about encountering more of the creatures, and did not want them to surprise him in the tunnels. He followed the glow regardless, and knew that it was not from an exit. Something else had made the shining glow, and he was curious about it.

It was on his way, that was reason enough to investigate. He only hoped that he wouldn't waste any time on this search. His ears twisted and swiveled around in search of even the slightest of sounds. He listened intently for any indication of one of the creatures approaching. The shadows shifted around him, yet still the light beckoned the undead stallion closer. He knew not what produced the light, but he was intent on finding out what it was. His armored hooves made several splashes in the water of the tunnel as he continued on his way.

He noticed the shifting shadows all around him and narrowed his eyes. It was clear that the creatures would soon be coming out of hiding. Once they did, the undead stallion had little doubt he'd be swarmed by them. After all, that was the only kind of strategy the creatures really knew. He glanced to the side, the shadows became more and more persistent as the moved all around him. He turned his eyes back to the light in the distance and narrowed his eyes. He wondered what it could be and why it was in these tunnels?

Better yet, why were the creatures keeping their distance?

It was obvious that they were too. They stayed away from the water, merely watching him as he trudged through it down into the cavern. Their sickly glowing eyes glared at him from the shadows and his own glared right back at them. He had no fear of these creatures. He pitied them at best, and at worst he was merely apathetic to their existence. Regardless, the fact that they were keeping a distance unnerved him. He glanced around to find a reason, but besides the fact that the water was unnaturally fresh, he could see nothing that would cause such odd behavior.

Wait a second.

His magical senses suddenly alerted him to an odd feeling in the water. He slowed but did not stop as his senses picked out the feeling. There was dust in the water, Flutter-Pony dust to be perfectly precise. How it could possibly be in the water when Flutter-Ponies hadn't existed for millenia was a mystery to him. Their dust was an interesting substance to say the very least. It was able to remove parasitic magic, destroy corrupting influences, and even helped plants grow. Their dust had also been an integral part in the defeat of the Smooze.

It had covered the Smooze to remove its hold, and their 'Utter-Flutter' had then blown the creature away. Without the Flutter-Ponies dust, the Smooze would've clung to the land and likely never been stopped. Even without the 'Utter-Flutter' of the Flutter-Ponies, their dust was necessary to defeat him. A number of Pegasi could potentially do the same as the Flutter-Ponies so long as they had access to their dust. 'So how did it end up down here?' the undead stallion internally wondered to himself.

He frowned and then glanced back to the creatures. One tried to come at him, but it hissed as the water burned its body. He felt another moment of pity for them. Their bodies had been so completely ravaged by corrupting magics that the mere presence of Flutter-Pony Dust was like acid to them. It was a sorry fate that these creatures had found themselves in. Light-Bringer frowned as the dust had no effect on him at all. His entire body should've burst into flame by this point. Yet instead the water was refreshing and cool.

'Best not to question it,' the undead stallion decided as he continued on his way. A second later he looked on and braced himself. Their was a pulse of magic before a burst of Flutter-Pony dust was sent out from the source of light in the distance. The creatures cried out in agony as it seared their flesh and slowly destroyed their bodies. Light-Bringer noticed a brief moment of discomfort, before continuing forward. He did not bother to look at the shrieking and pained creatures this time. No. He instead broke out into a full gallop and raced down through the tunnel.

He only inwardly noticed more of the creatures shrieking in agony further down the river. Yet as before it mattered little to him. He didn't have time to fight and kill all of them, nor was he inclined to try. He just wanted to find the light, find a way out, and get to Faust's tower. His thoughts halted suddenly and he slid to a halt. Four holes were the source of the glow, each one closed off by rocks. Light-Bringer narrowed his eye and approached the glow, then began to pull down the rocks. He didn't stop for even a moment, his armored hooves worked quickly and soon the first hole was opened.

Within was a curious sight. Several glowing golden spheres surrounded by deadened blackened spheres. The ancient warrior raised a brow and touched one of them with his armored hooves. It felt warm, it felt so warm he was surprised. He brought his hoof back for a moment and stared at the strange sphere. Within it there was a brief bit of movement, and an idea of what it was suddenly struck him. He turned and looked for more of the creatures, many were still howling in pain but others had started to approach as well.

He turned back to the spheres and grasped one with his hooves. If they were what he thought they were, he wouldn't dare to touch them with his magic. Oh so slowly, the undead stallion pulled them out, then moved his cloak with his magic. Beneath it was a pair of saddlebags, which he opened and began to fill with the glowing spheres. He was careful not to damage any of them. He noticed some were dim, and then felt his heart break as a few turned black in his hooves. He had to hurry, they had very little time left.

He finished with all the spheres in the first hole and moved to the next. He unearthed it and was horrified to find even fewer spheres were still alive inside. He moved them quickly yet equally carefully into his saddlebags, then moved to the next hole. He continued this pattern for a time until all four holes were empty and his saddlebags filled to capacity. He, for only a moment, wondered how the spheres had survived, before shaking such thoughts from his mind. How didn't matter to him, all that did was that they had. Clearly not all as he only had a few dozen of them in total from what looked like hundreds...

Hopefully it would be enough.

"Now I have another reason to find Faust," the undead stallion noted under his breath and then glared at the creatures at the sides of the river. He could see an exit this time, a dim light at it's end. But the creatures now stood in his way. Of course this time he had little reason to pity them. He not only had his original mission, but another, and he would not fail either of them. Nor would he allow these creatures to stand in his way. His horn gave a sudden glow and the ancient war-horse caused the water around him to explode outwards.

The creatures shrieked as they were covered and burned by the Flutter-Dust laced water. Light-Bringer merely broke into yet another gallop. He did not stop for anything, ramming through several of the creatures and rushing up the length of tunnel. He heard their shrieks no matter how far he ran yet also heard another sound. Their chattering sounds grew loud and obnoxious the further up the tunnel. He glanced around to see numerous holes in the walls and took a quick breath. With nary a pause he galloped through the tunnel full tilt, never stopping and with his horn lowered.

If anything stupidly stood in his way, he'd impale them for it!

His thoughts were soon brought to life as several creatures came from the walls. One was impaled and he quickly threw it from his horn. Its body bounced back along the tunnel knocking over several other creatures. Light-Bringer made certain the creatures never touched his saddlebags, a mighty buck here an icy sword through the heart there, and none got within a distance to harm the spheres inside. The stallion continued to gallop full tilt, his horn impaled several more of the creatures, his magic even more.

Soon he rushed out onto the surface and slid to a halt. The border of the Black Forest loomed before him, the creatures rushed to catch him from behind. He turned and watched as the creatures slid to a halt, they looked on in fear toward the forest. Light-Bringer knew why, the forest was dangerous, its guardian even more so. The undead-stallion watched the creatures hiss and slink back into the darkness. Their glowing eyes trained onto him with hate clear in there sickly green depths. He didn't really care, merely turned and trotted into the Black Forest.

He knew what lay within, he knew the horrible creature that had lived in this forest for so long. But he had two reasons to get to Faust's tower now. The spheres in his saddlebags were precious, even the creature would not harm them. More over, it would protect them. They were a lost part of this land that had once been so beautiful. If they survived it was highly possibly that their dust could be used to restore some of Dream-Valley to its former glory. The creature wouldn't jeopardize the possible restoration of its home.

No matter the fact it was a monster, it loved its home more than anything else. Light-Bringer knew this, however the bones of a griffon gave him pause. It was in a tree, several branches holding it up from an angle that showed how those same branches once impaled the creature. It was one of the fools who had woken the guardian of the Black Forest up. He had heard of them, but seeing their fate was quite different. He looked at the skeleton for only a moment, noted its armor was missing, and then moved on.

The fallen mattered little to him, and he would not resurrect the griffon as a slave. The days he damned others to the same curse he bore were long behind him. Yet as he trotted through the Black Forest, he heard a lowly drone, a quiet moan, and suddenly came to a halt. His eyes narrowed and he turned quickly to find a blank faced creature looking at him. The undead stallion was startled and moved back. The creature tilted its head as he did, no eyes to see, no snout to smell, no mouth to taste, its ears merely twitched on his head yet heard no sounds.

Yet even without any of that, the creature was always watching its forest.

It was tall and thin as the stories said, remarkably to him it was much like Faust in its build. its flesh was naught but bleached gnarled wood, its head like that of a bald earth-pony. Contrary to myth, looking at the rest of it's body showed only a being of wood, no flesh nor blood. Six blackened branches rose out of its back and curved like eerie spider legs to lift it up further than it could stand. It towered over Light-Bringer, and it would certainly tower over any other pony it met. It's only clothing was an ancient suit of armor, worn since the griffons had dared harm its forest so long ago.

Whether the guardian was a mare or stallion he couldn't really tell, and really, he didn't think it mattered much right now.

The creature had no name, it was merely a guardian to the Black Forest and all within it. It also took great pleasure in protecting Faust's Tower from any would be intruders. She was the only being living or dead to whom this creature would swear allegiance without question. She was the only pony who still remembered when Dream Valley was beautiful. She was the only pony left who had once protected Dream Valley when she was young. The creature would not harm her, for she had protected it when it was young.

Light-Bringer was certain that Faust didn't like this creature. In fact he would wager a guess that she truly despised it. After all, it was the living breathing vision of what horrors had been done to her home. It was a bi-product of her ponies horrible actions so long ago. A mutant tree-spirit which harmed any pony or thing that dared to invade its home. Sometimes through impalement, sometimes by burning them, sometimes by simply taking them. Only once had it driven a griffon mad and then freed him, deciding that madness was a suitable punishment. But that had only been one time...

Right now however, it was staring at him. Or he assumed that it stared at him, its lack of eyes made that difficult to tell. Its head was tilted slightly and with a creak it tilted its head the other way. Light-Bringer fought off a shiver as the eerie sound echoed in his ears. The creature seemed to grow as it stared at him, becoming larger and larger. Light-Bringer knew that the guardian didn't like him. He'd helped destroy its home in ages long since passed. What was left was a cheap mockery of the glory of Dream Valley.

The creature started to approach, Light Bringer lifted his cloak to reveal his saddlebags. The creature did not slow nor stop until he opened his saddlebags and showed the glowing spheres. Its head tilted suddenly, a jerking motion as its body halted completely. The undead-stallion stayed perfectly still as the creature leaned forward to look at the spheres. Its forelimbs rose and it touched one. It was gentle and careful, because it did not wish to harm them. It drew back as suddenly as it leaned forward and stared at him. Light-Bringer breathed a sigh of relief.

"I need to reach Faust, her tower is covered in dark magics," he explained then nodded to his bags, "and these little ones may not have much time left," he finished. The creature twisted its head from side to side. It then turned and pointed a hoof in a direction before trotting off without so much as a word. Light-Bringer followed behind, closing his bags and pulling his cloak over it. He dared not speak again, for fear it decided he was useless. It could easily take the spheres to Faust itself. It would likely be even more careful with them than he was being.

So instead, he remained silent as the creature, the guardian of the Black Forest led him into its domain and to Faust's Tower. Where hopefully he would be able to make up for the evils of his past, and finally reclaim what he had lost...

TBC...

Author's Note

'The Tree-Mane' was an attempt to make an actual back-story for 'Slender-Mane', essentially explaining where the legends of him began in Equestria. I basically just wanted there to be an actual start for where he came from and in a place that isn't the Everfree Forest for once. Not that the forest isn't a good place for him, just that I wanted to go with something new.

As many of you have likely deduced by this point, Gen 1's storyline is somewhat, different, in this story. Essentially I think of it like this, when Faust was telling stories to Celestia and Luna they were the same as the TV-Show. Ergo, the stories they heard were the 'Foal Friendly' versions of what actually happened. As such the Dragon King, Arabus, Lavan, the Smooze, Squirk, Crunch, Grogar, and Tirek were actually far more sinister than they already were.

That is basically how I see things for the old Gen 1 stuff fitting in with Friendship is Magic. Faust is a story teller, and in order to make her adventures less frightening to her daughters, she made them more childish.

The Tower: Part 2

The Tower Part 2:

Ancient Evils

There was a sudden surge of bubbles in the lowest depths of the tower. In an ancient chamber carved from stone with an equally ancient pool in the center. Soon the bubbles shot up into a spire, throwing the Elements of Harmony and Faust into the air. The ponies with wings floated down, while Faust grasped the others in her crimson magic. The seven ponies soon landed on their hooves. They took a moment to take stock of themselves, and then looked around. Faust heaved a relieved sigh, she hadn't been certain that the ancient chamber hadn't collapsed.

Mostly because she hadn't exactly kept every part of the tower maintained over the millenia.

"Oh thank you sweet Celestia, dry land at last!" Applejack crowed as she hugged the ground. Literally, hugged the ground and nuzzled it as if it'd leave her. Her friends tried desperately not to laugh at her, well, most of them did anyways. Faust couldn't stop a giggle as she watched the earth-pony. Pinkie however laughed outright at the orange apple-mare's expense.

"Geez AJ, I don't think the ground is going anywhere," Rainbow noted with a snort. Said apple-mare glared at her and then rolled her eyes.

"I don' like water," the apple-mare grumbled irritably. Her friends snickers continued, yet Faust turned to the door and pushed it open.

"Alright, that's enough making fun of Jackie, we've still got to find Celestia and Luna after all," the ivory alicorn reminded and the other ponies nodded. Faust then turned to the pool of water where RC and her fellow guards were and smiled kindly. "You girls will be alright while we're gone, right?" the alicorn questioned worriedly. Not that she wasn't certain they would be fine mind you. She just tended to worry for every pony.

"We'll be fine miss, we'll wait here until further notice," RC replied simply. Her fellow guards nodded their heads in agreement at her side. Faust smiled and turned to the door to open it with her magic. She idly hoped that the three Sea-Ponies wouldn't get too bored while they went after Celestia and Luna. While it was clear that RC and the guards were a fair bit more mature than the Sea-Ponies of her youth, she had a feeling they could still be energetic and playful. Regardless the ancient alicorn marched into the tower with the elements hot on her heels.

"How do you plan to find the princesses?" Twilight questioned worriedly. Faust hummed lightly and closed her eyes in thought. The tower was nigh impossible to navigate for a normal pony. They could potentially be lost inside of it for weeks or even months. She had a moderate level of control of the tower, enough to force it to take her where she wanted, but that was all. She could navigate it, but more often than not she'd prefer to see where it would take her. After all, that was how she'd discovered some of the more interesting rooms in the tower.

"I suppose I'll have to force the tower to put us on the most direct route to them," Faust finally admitted. Twilight blinked and looked to the older pony with a confused frown.

"Why would you have to force the tower to do something?" the little lavender mare questioned curiously. Faust had already explained how the tower was 'alive' for lack of a better term. Twilight was honestly curious about that, but had decided that she would rather not question it. Said ivory alicorn mentally sighed at her question and looked to the younger pony with a frown.

"The tower has a habit of leading you on an endless wild goose chase. It considers it a game, a way to have fun with anyone inside of the tower. Thus the only way I can actually find what I want is to magically assert my control over it," Faust explained. It also didn't hurt that that would be the quickest way to finding Celestia and Luna. Well, unless the tower had decided to play a game with them.

"Does any pony else feel like these halls are unnaturally big?" Rarity suddenly questioned. Faust blinked then looked up and around. Her brows shot up as she saw the sheer size of the halls had grown from normal, and now towered over them.

"That can't be right," she mumbled quietly to herself, "the tower only shifts it's shape when something big is inside," she noted and then flicked her ears all around. She could hear sounds coming from deep within the tower. The sounds were too light for her to properly understand, but they were there. A frown marred the ancient alicorn's features and her eyes narrowed. She turned back to the elements with a grave expression. "Girls, I suggest putting on your elements and staying alert, something is wrong here," Faust ordered gravely.

The six ponies nodded and did as bade. Twilight quickly used her magic to float each necklace to it's owner while she kept the tiara in her saddlebags. Unlike the others with their necklaces, she was certain that the tiara would be completely impractical for running. Each pony put their necklace on, just below their chokers from the Sea-Ponies, and looked to Faust as she stole a glance at her own saddlebags. The ancient alicorn frowned and considered using a few of the relics she'd gotten from Mort to bolster her powers. Sadly, more than a few of them were cursed or outright evil in nature.

'I can't risk being corrupted, I'm older than any other Alicorn, if I lose control of myself...' Faust thought and then trailed off. It wasn't her power she was afraid of. Faust was perhaps the single most experienced Alicorn in terms of combat. Mort had always been a supplementary combatant, preferring to bolster his army's skills. Celestia and Luna always had magic. Cadence was a lover, not a fighter. Clockwork was an inventor, not a destroyer, his realm over time also didn't help matters as he could simply vanish without having to fight. Even Riptide, err, 'Aquaria' wasn't a fighter, she was a stunt pony at best.

Faust had no such stigma on her in her youth. Unlike Celestia and Luna, she had been without her magic when she was young. However loath as she was to admit it, she would have the easiest time defeating the two alicorns. Not because she was more powerful, but because Luna wouldn't be able to fight her. Even though she had honestly tried not to let the girls get too attached to her, Luna had. As a result, Luna would be unable to fight her, and without Luna, Celestia would be little better than a sitting duck.

Mort was a pony who would openly appose her should she be corrupted. Whether it was out of the desire to protect others, or something else, she didn't know. He would try to defeat her, but due to the fact he was a supplementary mage at his best, he would still fall. True, she couldn't bolster others like Mort did, her early magics with charms had been immature at best. Most of which had been simple attempts to use the skills other ponies had. But she had an edge in her illusions, Mort was also blind and cutting him off from the spirit world would leave him completely at her mercy.

Unlike Cadence she was not afforded a time of peace and thus was forced to be a fighter rather than a lover. Her pegasus friend Heartthrob had been allowed the chance to be a lover and was strangely similar to Cadence in that she understood the ins and outs of love. The only reason she hadn't ascended herself was because she had been a hopeless romantic who believed in the perfect fairy tail ending. However that was of little consequence and so Faust returned to her earlier train of thought.

Last would be Riptide, the undersea Alicorn and queen of the Sea-Ponies. While she knew little of her current abilities, she knew that Riptide had always been reckless. She was quick to anger, not to mention a dare-devil, and had very little in the ways of diplomacy. Clearly a few thousand years had been good to her, teaching her patience and perhaps tempering her anger, but that would matter little. In a fight Faust was methodical, much like with Mortis, she would only attack when she was ready, and the strike would be quick and surgical. There would be no time for Riptide or any pony to fight back.

Unless Clockwork Gears, the 'alicorn' of Time and Machines became involved, and she only called him an Alicorn by proxy. War-Helm was another combatant although 'False' alicorn, close as he was to true ascension he was still a ways off from it. Unfortunately, War-Helm was even easier to anger than Riptide had been in her youth. He was not only reckless, but potentially suicidal in his tactics. And of course, the crazed flaming pony would be easily subdued by her if she were to be corrupted. Mostly because she'd managed to subdue him when she wasn't corrupted.

All and all, should she ever be corrupted, she was of the mind her fellow Alicorns wouldn't stand a chance. Even being 'immortal' wouldn't really save them, they would be decimated. Unless they tried to fight and defeat her with sheer numbers there would be no contest. True, Faust hadn't been in a fight in some thousand years now, but she had managed to subdue War-Helm. That had been no small feat either. War-Helm was disturbingly close to becoming an Alicorn himself, an alicorn of war, destruction, violence, and bloodshed, but still an alicorn.

"Are you alright there, Faustie?" Pinkie questioned suddenly. The voice of the pink party pony snapped Faust from her thoughts. She blinked for a moment, shook her head, and then nodded to the younger pony silently. "Oh okay, just making sure nothing was wrong, you had this really pensive look on your face," the pink party pony stated with a nod of her head. Faust rolled her eyes and turned away from the energetic pony, as well as her own thoughts. Much as she didn't want to admit it, she had a bad habit of thinking only the worst would happen.

"Girls stick together, if we don't wander off the tower has to take us to Celestia and Luna," Faust ordered the elements. She also focused on her magic and narrowed her eyes. The tower gave a groan of annoyance in her head, but complied as the halls changed into a long stretch for them to follow. The ancient alicorn trotted forward with the six elements following behind her. She idly glanced here and there, a frown formed across her lips when she saw burning tracks had been left in the floors, alongside claw marks.

"Just what kind of trouble did you two get into this time girls?" Faust questioned with a frown as she and the elements continued into the depths of the tower. Her 'daughters' had once been much like the notorious Cutie-Mark crusaders in their youth. Often getting into trouble and causing mayhem wherever they went. It was a wonder that Discord hadn't taken a shine to them with how often they got into mischief. Thankfully, a few thousand years had finally managed to calm the two down to more manageable levels. For the most part at least.

Back behind the other elements and Faust, Fluttershy stopped at a strange sound and turned. Nothing was there save for a large door with a depiction of a tree on its front. The butter yellow mare frowned and tilted her head, the tree shaped depiction seemed so familiar to her. She approached it and then looked it over more seriously, idly noting that words had actually made up the entire depiction. It was not a picture, but some kind of spell that formed a massive tree. She wondered what it was for a moment, then yelped as a hoof touched her withers.

"Honestly darling," Rarity stated with a shake of her head, "you shouldn't be so jumpy," she chastised playfully, then frowned, "nor should you wander off when Faust asked us to stick together!" The said butter yellow pegasus winced.

"I-I'm so sorry, b-but I thought I h-heard something," the willowy mare replied. Rarity sighed and then looked at the door that her friends had found so interesting. Her eyes widened as she saw the depiction of a tree on the front. She felt that the depiction was familiar, however put that at the back of her mind.

"Be that as it may, we should return to Faust before," the marshmallow unicorn began only to halt when she realized they were alone. "Oh dear, well, perhaps we should wait inside then," Rarity murmured quietly. She was not about to go wandering around the tower aimlessly after all. Not only would that be murder on her hooves, but she remembered how Faust had told them the tower was alive. Judging by Fluttershy's expression she was of the same mind, both mares made their way into room.

Both mares were thus surprised and awed by the sight of a massive room filled with plants of all shapes and sizes. Some of which neither of them had ever seen before. "It's beautiful," Fluttershy whispered quietly and looked up to find a blue sky with clouds and a sun.

"Indeed," Rarity admitted, then looked up, "though I wonder how that sky is there," she wondered curiously. After all, they were still inside of the tower, and the door they opened certainly hadn't been the 'solid iron door' Faust had said led outside. Fluttershy didn't really question it, instead happily trotting into the room to smell some nearby flowers. Rarity followed behind her, idly making a note of several of the different flowers appearances. If for no other reason then because she could potentially use them in some of her designs back in Ponyville.

However a sudden rustling caught the attention of both mares. They turned to the side where a bush was shaking. The two ponies cautiously approached the shivering bush. They glanced at one another from the corner of their eyes, then turned back to the bush. Fluttershy gulped, her ears splayed back on her head a moment before something jumped out at them. The butter yellow mare was knocked onto her back while Rarity jumped to the side with a yelp. She then blinked and raised a brow as Fluttershy giggled while a strange dog licked her face.

"Oh, it's just an adorable little puppy," Fluttershy declared while raising a hoof to pat the dogs head.

"Err, do excuse me Darling, but I don't think that's a puppy, most assuredly not adorable, and it's also almost as large as we are," Rarity noted cautiously while Fluttershy struggled to push the animal from her person. Once she was finally free, the little butter yellow mare got back to her hooves and smiled to the fashionista.

"Oh but Rarity, just look at him," the butter yellow pony declared happily, said 'dog' giving a small bark, "he's so adorable," the mare gushed happily. Rarity however frowned as she cast a glance at the strange creature. Said 'dog' could only loosely be called that. It was rather large, albeit a bit stocky, with a short tail, made from a plethora of rocks and stone, had large eyes and sharp looking fangs. The strangest thing about it was a crimson collar around it's neck with a name on it. The name seemed strange to Fluttershy though, since she couldn't imagine naming any creature something like 'Crunch'.

War-Helm found this tower to be increasingly annoying. Mostly because of how large the damnable place was. He'd turned down dozens of corridors, he'd tried hundreds of rooms, and he'd traversed millions of halls. Yet he was still unable to find Celestia or Luna! His mind raged as he tried to think of how they continued to evade him. Even if the tower was far larger than he'd anticipated, he still should've encountered them by now! The averages were on his side! Even if they were moving he still should've met up with them by this point!

But instead, he'd been wandering around this sun-forsaken tower for what felt like days. If he'd literally be galloping around the place for days, some pony was going to die! His voice echoed in a low growl within the depths of his helm. The metallic ring accompanying it echoing out across the halls of the tower. The metallic stallion had long stopped galloping, preferring to move at a brisk trot instead. It was better that he conserve his energy for Celestia and Luna, oh, and Faust. Which meant his flaming mane was smaller than normal, as was his tail, and his wings were folded into metal plates at his sides.

His hooves had cooled as well, and no longer left burning hoof-prints in his wake. His crimson eyes had also cooled, now showing the slitted pupils within the field of red. His inner voices still echoed, but now they were growing increasingly aggressive. Every moment he spent just wandering the nigh endless corridors of this tower caused the voices to become just a bit more enraged. The one voice at the back of his mind, soft and gentle as it was, was oddly quiet. Perhaps it was content with how little was happening around him.

War-Helm himself, or at least the persona conjured by the 'collective' thoughts of his inner voices, was feeling more and more angry. Admittedly, he was a being of fire, thereby rage passion and destruction, so that wasn't really too surprising. He also felt like he had to force his flames to remain cooled at this point, otherwise he'd go into a psychotic rage. His main desire at this point was to find Celestia or Luna and then burn them alive. If he found Faust or that 'Daring' pony before one of them, he'd try to burn them alive instead.

It was nothing personal with Daring, he was just furious.

A snort passed through his helm, his eyes glared here and there and he continued on his way. His body was tense and his flames flickered angrily. However as he continued to trot through the tower, he soon came to a halt. A new voice invaded his thoughts, old and furious. His hooves moved of their own accord and led him through the tower. He approached a door and pushed it open silently. Within were a plethora of old crystals. The largest of them seemed to call out to him, draw him forth to it. The voice grew stronger within his mind, a deep terrible rumble echoing within the depths of his helm.

The crystals intrigued and terrified him. The voices inside of his helm became quiet as the new voice rumbled. He slowly approached the crystals, his eyes and flames dimming. He shook his head and pressed a hoof onto the crystal, it shifted and briefly there was a passing of flames. The fire surged forth from his helm's eye-holes and surged out into the crystal. War-Helm immediately backed away from the crystal, shook his head and glared at the rock furiously. Within the crystal a flame formed, and then seemed to melt the crystal, creating a captured mass of lava.

War-Helm stared at the crystal for several long moments. The voices in his head all agreed, even the weak and gentle one, that he should leave the crystal and go. He glared at the crystal for only a moment longer, his eyes narrowed onto it dangerously. He then turned with a snort and resisted the sudden urge to smash the crystal. It was not his own thought, no, something else wanted him to smash it. He would not obey, instead he trotted out of the room and away from the strange crystal. A horrible scream of fury echoed in the depths of his helm as he trotted away.

Within the room, the crystal say, the mass of lava twisted and convulsed. A single yellow eye opened in its depths to peer out at the world around it. It did so silently, and then narrowed dangerously as it looked to War-Helms retreating form. The being struggled within the crystal a moment longer before falling still and silent. A name echoed out, from the crystal and into War-Helm's mind. The metallic pony halted for only a moment. His eyes narrowed as the name echoed in the depths of his mind. The name belonged to no pony, that he knew, for no pony had ever been named 'Lavan'.

Rainbow Dash wasn't really sure how she and Pinkie Pie had gotten lost. She remembered chasing her friend, then tried to turn to tell the others, but they were just gone. In fact, it'd been eerily quiet since then, only Pinkie humming a strange tune breaking the silence. She wasn't sure if she liked this or not, but at the moment, she didn't have much of a choice. The cyan pegasus was as such notably annoyed with Pinkie as she happily bounced about. The prismatic pegasus had to wonder where the pink party pony got all her energy. Even she could tire out long before Pinkie Pie was even winded for pony's sake!

"Pinkie, why are you bouncing around like that?" Rainbow questioned with a frown, "we're kind of lost in here," the cyan mare grumbled irritably. The pink party pony merely grinned as she continued to bounce through the halls. She understood that they were lost and why her friend was being so grumpy. But then again, the pink party pony was hardly worried. The tower would eventually lead them somewhere. It couldn't just keep them trotting around aimlessly forever. As such she just continued to hum her little song and bounce on her hooves.

'I feel like great grandpa Belmane when he used to travel to old castles!' the pink party pony thought to herself. Her great grandpa Belmane had been a fairly well known 'Vampony Hunter' in his youth. He even told her and her siblings stories of the castles he'd searched through. 'And boy, did great grandpa and uncle Mort not get along,' she added with a mental grimace. From what her parents were willing to say on the matter, her great grandfather had not be fond of the undead. He was even less fond of Mort for some reason, though it supposed had something to do with a vampony.

"What are you humming?" Rainbow suddenly questioned. The pink party pony was instantly brought out of her memories of the fight between her grandpa and surrogate uncle. She then craned her head back and grinned to her friend.

"Vampony Killer," she responded, then returned to her humming. The answer was clearly not what Rainbow had been expecting and it showed on her face. The fact that the tune was rather 'upbeat' made it hard to believe that such a song was named 'Vampony Killer'. Admittedly she was learning new things about her pink friend more and more recently. Then again the fact that Pinkies tastes were rather dark was a clear sign of just how wrong she'd been. Pinkie was, at her best, always surprising. That had at least prepared her for that, but now Rainbow was trying to wrap her mind around it.

Pinkie had always come off as a clown, she'd equally expected the pink party pony to like comedy and such. Instead, she liked horror. Her room was bright pink and girly, at least to Rainbow, but she kept an alligator as a pet. True it was toothless, but it was still an alligator. Her favorite holiday was Nightmare Night, a day that was all but dedicated to fear and terror. Admittedly the Candy was probably a factor, but Pinkie always really got into being scared. Lastly, the pink party pony was friends with Death itself. Not only that, but she considered him her 'uncle' and was related to his servants!

"Uh, Pinkie, do you mind if I ask you a question," Rainbow asked and the pony in question grinned.

"You just did," she noted cheerfully. The cyan mare gave her friend a bland look in response. "But you can ask me another question if you want," she responded with a smile. Rainbow frowned and gave her friend a look, then let out a sigh as they continued through the tower.

"I was wondering how you can always be so happy," the prismatic pegasus admitted. Pinkie blinked then looked to the other mare with a raised brow. "I mean, you like all kinds of really... well, creepy stuff, yet you're always laughing and smiling. I'm just wondering how that even works?" the cyan mare asked her friend honestly. Pinkie tilted her head with an amused smirk on her face and then shook her head.

"Just cause I like dark and creepy stuff doesn't mean I have to be dark and creepy too," she began with a grin, "it just means I like dark and creepy stuff!" the pink party pony declared with a bounce. "Yes, I like Nightmare Night, yes, I enjoy a good horror story every now and again, yes, my favorite uncle is Death himself, yes, I have relatives who were servants to death, yes, I feed the bats and spiders who live in the old Ponyville clock-tower, yes, I have an old collection of bones stashed in the basement of Sugarcube Corner for safe keeping," she started which caused Rainbow's eyes to bold open.

"Wait, what!?" the prismatic pegasus demanded in alarm. However Pinkie mentally laughed and grinned wider still. It was just so easy to mess with her friend sometimes! The pink party pony had to put her hooves over her muzzle for a moment, just to keep from laughing at Dash's expense. Quickly regaining her composure, the pink party pony brought a forelimb around her friends withers.

"But that doesn't mean I can't be happy or playful or silly or even a little random!" Pinkie declared with a nod. "My favorite color is pink, and I don't care that it's not a slimy color or dark. I have a pet alligator, I'm not sure if that's creepy or not either but whatever! My favorite pass-time is throwing parties for my friends and other ponies, and I love baking! Just cause I like a few creepy things doesn't change who I am!" The pink party pony declared with a hoof pointed to the sky. Rainbow raised a brow and then rolled her eyes with a smirk.

"You know that speech would've been a whole lot more impressive if you weren't grinning through most of it," the prismatic pegasus noted dryly. Pinkie merely snickered and then rolled her eyes in response.

"Oh Dashie, can you honestly see me saying all that with a straight face?" the pink pony questioned playfully. Rainbow shook her head and then glanced around the hall they had been trotting through. It was, like all the halls in the tower, large and extraordinarily long considering it was supposed to be inside of a building. Considering that it was supposed to be a tower and not a castle, Rainbow was understandably surprised by the sheer size of the place. However a nearby door with a lightning bolt carved into it suddenly caught the prismatic pegasus eye.

"What the...," the mare mumbled and approached the door. Pinkie noticed it as well, however frowned when she noticed something off about it. Her Pinkie-Sense was going off, her hooves itched, her tail twitched, and her teeth shook. 'A combo, but I don't think I've had that one before,' the pink party pony noted to herself. She then frowned and rubbed her chin while Rainbow opened the door to find a large circular room with an ivory pedestal in the center.

All around the room were dozens of musical instruments on large shelves, from drums to symbols and beyond. The roof on the other hoof seemed to be made up entirely of dark thunderclouds. The clouds twisted and turned in a circle around the ceiling of the room, bolts of lighting arching down around the pedestal. They bolts turned around the pedestal forming bars of some kind as if to keep the pedestal contained. Upon the pedestal rested a strange bottle, within which was another mass of storm clouds. However the clouds within the bottle were significantly darker than those at the ceiling.

Rainbow frowned as she trotted into the room and looked around curiously. The thunderbolt on the door and the number of storm clouds had led her to believe that it the room had something to do with Pegasi. However the number of musical instruments was a little confusing to the cyan mare.

"Oh cool! These are old storm instruments," Pinkie noted as she bounded into the room with a smile.

"Storm instruments?" Rainbow questioned while turning to her friend. The pink party pony nodded her head and trotted around the room.

"Yeppers, these are instruments that Pegasi used back before they could physically move clouds and cause storms. Back then they actually had to use music and dance to call storms to start," Pinkie explained and tapped an old drum with a smile.

"Why wouldn't Pegasi be able to move clouds?" Rainbow asked with a frown, "that's what makes a pegasus a pegasus!" the cyan mare exclaimed. The pink pony merely giggled and then turned to face the prismatic pegasus.

"Well, according to Uncle Mort, pegasi didn't always have the ability to move clouds and cause rain or storms on their own. They actually used to use music and dance to call storms, and you'd often find Pegasi with musical talents or dancing talents instead of weather talents," the pink party pony explained with a smile. Rainbow on the other hand blinked and then tilted her head slightly in confusion. Far as she knew there were few, if any, pegasi with a talent in music. The only one she could recall was 'Wooden Toaster' but Toaster was a cousin of Vinyl Scratch, a unicorn DJ.

"So when and why did we start moving 'em the modern way?" the prismatic pegasus questioned curiously. Normally, history bored the buck out of her, but this was actually interesting. Pinkie hummed and thought back for a moment, only to frown as she realized she didn't know. While she loved hearing stories from her uncle Mort, she had actually preferred the interesting stories to 'boring' ones.

"Uh, maybe we could ask Faustie about that, it never seemed interesting enough to ask about," Pinkie suggested with a nervous grin. Rainbow idly nodded her head in agreement with the other mare. She knew that her friend wouldn't know everything about this particular subject. Especially since Pinkie wasn't even a Pegasus, thus likely uninterested in their history. The prismatic pegasus admitted that she typically wouldn't care, but then again this was actually interesting. Especially since most 'musical' ponies in the modern era were either earth-ponies or unicorns.

"Yeah, speaking of we better head out and find her," Rainbow suggested with a nod to the door. Pinkie merely grinned and bounced out of the room. The cyan mare rolled her eyes and followed behind her, only to stop and stare back into the music room. Something about the room, something inside of it, called to her and echoed in her head. She didn't know what it was, but she knew she didn't like it. A frown slipped across her muzzle as she wandered away, a name echoing in the back of her mind as a pair of glowing yellow eyes watched her leave from within the bottle in the room... 'Arabus'.

Celestia, Luna, and Daring had long exited the Hall of Echoes. They had passed through it some time ago, and wandered back into the tower halls. At this point they had come to the unanimous decision that they hated the halls with a passion. It was mostly for the fact that they seemed to go on forever. Unfortunately, such thoughts had long fallen to the wayside. Celestia had been watching Daring with increasing worry since leaving the Hall of Echoes. The khaki mare looked more and more drained with each passing second.

"Are you sure you're alright Daring?" Celestia questioned with concern. Said khaki mare tried her best to appear fine, however it was made less believable by the fact she was literally several shades paler.

"I'm fine, jus-just a little tired," the explorer pony insisted with a stumble. She shook her head and tried to focus on the task at hand. Finding the Golden Door should have been easy, she'd found Dream Castle in a day after all. Yet the explorer pony couldn't help but feel like she'd forgotten something about the door.

"Falsities truly do not suit thee," Luna noted quite plainly. While not fond of the explorer, even Luna could tell that something was wrong with her. She also had a sneaking suspicion that it had something to do with how she was from the Golden Door.

"I'm t-tellin' ya, I'm perfectly alrigh'," Daring slurred though struggled to remain on her hooves as she did. The explorer pony groaned and brought a hoof to her head. Her mind felt so fuzzy, it was almost like she was loosing herself or something. "Gah, why does it feel like I'm forgettin' somethin' important?" the pony demanded out loud. Both Celestia and Luna looked at the explorer pony with worry. The solar diarch more than her sister, though even Luna felt worry for the little khaki pegasus mare.

"Daring, perhaps it would be best if one of us carried you, you really don't look well," the solar diarch told the younger mare kindly. The explorer pony tried to wave her concern off, however instantly lost her balance and fell to the ground when she did. An instant later Celestia and Luna tried to get her back onto her hooves. The solar diarch more and more concerned by Daring's failing health. In the span of a few hours her coat had lost it's luster, her eyes had dulled, and if possible her mane seemed to darken even more. Far more troubling was the fact that her cutie-mark seemed almost transparent.

"Ugh... okay, maybe I'm a little out of sorts," Daring murmured pitifully. The two alicorns could only agree, though were unsure of what was happening to her.

"Tia, what is wrong with her?" Luna asked her sister worriedly. The solar diarch shook her head, completely stumped by what was happening. However she mentally shook her head and went over the symptoms. Daring was losing color, her cutie-mark was vanishing, she was getting weaker, it was almost as if Discord had somehow cursed her. However Discord hadn't been in the tower for some time, that she knew, and his curses never caused this kind of physical weakness. The only other possibility was that something was eating away her magic. But what?

Her eyes then strayed to the golden horseshoes that Daring wore and frowned deeply. The Horseshoes were enchanted and ancient. The only ponies she knew had worn them were Majesty herself, and perhaps Faust at some point. Both ponies were absurdly powerful by unicorn standards. If the horseshoes required large quantities of magic to work, that would mean they would drain a normal pony in seconds. However that theory was illogical as Daring didn't even know how to use the horseshoes, and hadn't been invisible even once!

"I-I honestly don't know," Celestia finally admitted.

"Then what do we do?" Luna asked urgently. Daring grunted and looked up at the two alicorns. Her head was fuzzy, but she still had enough presence of mind to know what was going on.

"W-would you two stop talkin' so loud, y-you're givin' me a headache," the khaki mare moaned tiredly. Her entire body was tired, and not the exhausted kind of tired. No, she felt as if all the energy in her body had been suddenly sucked from her entire being. "Now, s-somepony help me up, we's got to get to the Golden Door," Daring insisted as she tried to get back to her hooves. However a bout of nausea hit and caused her to fall back down. A moment before she would've hit the floor, a golden aura formed around her body.

"No, I'll be carrying you Daring, whatever is happening has already left you far too weak to move," Celestia insisted, much to the explorer pony's chagrin. While she understood why the elder alicorn was worried for her, she wasn't the type to accept help from any pony. Call her stubborn, call her prideful, but that was just how she was. However, the lurching of her stomach made it really hard to be stubborn or prideful.

"Fine..." the khaki mare groaned out. Celestia and Luna looked to one another and gave a quick nod. The two alicorns quickly galloped into the tower to find the Golden Door. Behind them, Nightmare Moon trotted out from behind a corner and frowned deeply.

"Golden Door, could it be the same from whence we came?" the dark alicorn questioned with a frown. "If so, we should learn of what ails the pegasus, t'would be most unseemly for one of our power to be done in by a door's curse," the dark alicorn decided. With a nod of her head the armored alicorn followed behind Celestia and Luna. Clearly there was much that she still didn't know about this strange place.

The library of Faust's towers had once had stories dedicated merely to it. It had once been the center of learning for all of pony kind. It had been a place for scholars from all around to come to pursue further knowledge in their chosen fields. Yet, in more recent ages it was merely a place for books to be stored. To Faust it was merely another part of the tower she took care of. To Celestia and Luna, it was a place of memories of their youth. To Mort, it was a reminder of that which he'd helped destroy. To Twilight Sparkle, it was a literal dream come true.

Thus why the little lavender mare had actually squealed with total and complete joy when she found it.

Currently the purple pony was bouncing around the library, a stack of books encased in her magic. Every few seconds the little lavender mare seemed to find some new book to add to her growing collection of literature. She knew she was getting very side-tracked. She knew she was supposed to be looking for Celestia and Luna. But honestly, who could blame her for getting side-tracked. The library she was in was so massive it could fit her entire tree-library into it multiple times! It was so massive she could literally make a full sized and functional fort out of books!

The little lavender pony hated to admit it, but she'd been so tempted to make that fort too. It was only through sheer will power that she'd restrained herself. Instead she had started to collect books to read and bounce around the place like a happy filly. She hummed a silly tune to herself as she picked up book after book. Her magic pulled several from the shelves and she trotted on them as if they were stairs. The books returned to the places on the shelves as Twilight stepped onto the upper floor of the library and onto the top floor.

She looked here and there and found that these shelves were mostly filled with spell-books. The little lavender pony still couldn't get over just how many books were in the library. She wondered how many books a pony could possibly collect, even with how old Faust was.Then she remembered that Faust had every book ever written. It was in that moment that Twilight decided that she had somehow trotted into a dream. If it was a dream, then she honestly didn't want any pony to wake her up.

The purple pony briefly took a moment to look at her ever growing stack of books. By this point it was more a small tower of books she wanted to read. Much as she wanted too, even her magic had it's limits and she was not damaging a single book in this place! Some of them were likely hundreds of times older than she was for bucks sake! So she carefully placed her selection of literature at a table and bench to the side and began searching through the spell books. Much like the other books in the library, the selection was all encompassing, every kind of magic and every spell-caster who had ever written a spell book was here.

Twilight had to resist pinching herself for the thousandth time, and only managed because if this was a dream she wanted to stay asleep! "Lets see now, read it, read it, read it, read it," the pony muttered as she trotted down the long line of books. She came to a stop at a book that was blue with stars and moons on the cover. "Hmm, I saw that one in the restricted section of the Canterlot library," she mumbled then ignored it and continued through the long line of books. Her eyes scanned across each spine and title.

As she did her ears flicked to the side at the sound of incoming hooves. The little lavender mare turned just in time to see an off-pink alicorn with a pink mane and sun cutie-mark carrying Daring Do on her back, with Luna at her side. For a moment Twilight was silent, until the three ponies saw her and their own eyes widened. "P-Princess Celestia?" the purple pony questioned shakily. The off-pink mare widened her eyes and then shook her head.

"Twilight, what are you doing here?" she questioned with obvious surprise. Although Twilight noticed that her voice actually seemed much younger than normal. 'It must have something to do with her reduced size,' the little lavender pony mentally decided as she stared at her teacher.

"Actually, Faust brought us to find you," Twilight admitted and trotted over to the two.

"M-Mother is here?" Luna asked with wide eyes.

"Yeah, she's the one who lead us in here to find you," Twilight replied with a frown. She then watched both Celestia and Luna pale and start to shake.

"Mother is going to be furious when she sees that dragon, isn't she?" Luna questioned of Celestia.

"Dragon, what dragon?" Twilight inquired of the two. However she was promptly ignored as the solar diarch grimaced further.

"I'm more worried about how she'll react to Daring here," Celestia replied with a glance back to the sickly pegasus. Twilight followed her teachers gaze to the pegasus on her teachers back and felt her jaw gape.

"W-wait, Is t-that really Daring Do?" she questioned quietly. Luna snorted and nodded her head with a smirk. "B-but how is she here? Is she a real pony who just has Daring's name and looks? Is she a changeling? Are the Daring Do books based on actual events and Daring just has them made out as fiction for her privacy?" the little lavender mare quickly questioned of her teacher.

"Actually, she's the real Daring Do from the books, and she walked out of the Golden Door," Celestia replied honestly. Twilight looked from Daring to her teacher with a hopelessly confused expression.

"How does that explain," she tried to ask but was interrupted by Daring herself.

"Ugh, w-would you ponies quiet d-down, my head still h-hurts," the khaki mare groaned out as her entire body lost another shade of color. Celestia's eyes widened when she saw the pegasus literally lose another shade of color. Worse was that her eyes were becoming duller, and had started to form dark bags. All and all the explorer pony was looking worse and worse the more time went by. A frown crossed the princesses features for only a moment before she smiled to her faithful student.

"Now while I would love to answer your questions Twilight, I'm afraid we really must be going," Celestia said urgently, then trotted off with Luna at her side. Twilight quickly followed after the two, though she took only one last longing glance at the books she had been collecting. She then tore her eyes away, groaned in her throat, and quickly galloped after the two. She really hoped that Faust would let her stay and read some of the books in her library after they fixed everything...

He wandered into a misty realm. Entering this place was harder than he liked. Majesty and Faust had managed to concoct a method of completely separating The Realm of Darkness from their world. They did so by creating a magical veil between the realms. The magic that created and maintained the veil could not be destroyed, and he knew that. The only way into the realm of darkness since Majesty and Faust's time was a single crack in the veil separating it from their world. The crack was a sort of release valve, allowing a small bit of the dark magic beyond it to escape rather than shatter the veil.

Regardless, reaching that crack was a chore. He was a shadow however, which made it much more simple than it would be for a pony. He searched through the tower and found the crack in the veil before using it. Of course Majesty would put her tower right on top of that crack. It was a perfect way to ensure that nothing would leave this realm again. Fortunately she had not anticipated a being such as he trying to enter the realm instead of leave it. Which is why he was able to slip by the veil and take note of where the crack was located on the other side.

He then looked around and felt a shudder. The stories had been wrong about this place. It was nothing like the tales had always painted it. Or perhaps he'd merely never thought of it in this way before. Tambelon, the name of a city lost to the powerful mage known as 'Grogar'. He'd heard tales of him as far as his city in his time. A Ram with more magic than any unicorn. He'd always assumed the tales were just that, tales, stories to scare foals. Yet now he was in the darkened city, irrefutable proof of the validity of Grogar's existence.

The world was dark and cold. It was massive and spacious, seemingly reaching out into infinity. Yet surrounding him were tall buildings. Each one was more twisted and crooked than the last. None of them had ever been a thing of beauty. No. This was a city that had always been dark and dreary. It was not built like any city he knew of either. Instead it was like endless walls and spires, a massive fortress or castle the size of a great city. A quiet eerie mist traveled down abandoned streets and through empty homes. Yet most prominently, all was shrouded in shadow.

He shook his head of his fear and continued forward. The place was dark, it was utterly silent. Grogar's army the 'Troggles' had abandoned him and the city in ages passed. Faust and Majesty had found a place for them to live in peace. None had been heard from since then. They had kept to themselves, out of Pony business. He wasn't sure if that was out of gratitude or fear. Faust had always been a good pony, she never tried to hurt anyone unless they left her no choice. Majesty had always been far less kind and forgiving. Hurting her ponies was the fastest route to inciting her wrath.

He had a feeling that the Troggles had been terrified of retribution from Majesty.

Regardless of that, the shadow made its way to the central tower of the city. His eyes darted here and there as sounds echoed in his ears. He saw no pony, no thing around him, and yet the noises persisted. Had Tambelon always been so horribly eerie? He didn't really know, he only knew that he was ill at ease in this place. His body twisted and turned and soon pulled it's way to the central tower. He entered and then found himself before a massive doorway. He glanced around and halted. There was the skeleton of a donkey nearby, a spear wedged through his ribcage...

The shadow shuddered and considered his actions once more. He knew this being was powerful, but until now he'd always assumed the tales had been exaggerated. He was starting to realize there had been no exaggeration. If anything the stories had downplayed his power. Before he could convince himself to turn back, there was a heavy creak as the ancient doorway opened.

"Enter," a dark and terrible voice uttered. The shadow was briefly surprised, but made his way inside of the room all the same. His eyes looked around to find numerous torches lit around him. They cast prominent shadows all around. The throne-room also contained a large ornate golden clock to the side. The ticking from the clock echoed out across the large throne-room. His eyes then found their way to the throne itself, made from gold and inset with gemstones. It had depictions of skulls and monsters, spikes poking off of it here and there.

However all of that paled in comparison to Grogar himself.

In the stories, Grogar was a blue Ram, tall and broad shouldered with blackened cloven hooves and large dark blue horns that curled around his head to point forward. A mouth filled with dagger like teeth that were uneven and crooked. His body was said to be strong and sturdy, as he was both a mage as well as a powerful warrior. He was said to wear a prominent collar, from it hanging a single ivory bell which was the source of his powers. Finally where his eyes, glowing an ominous red as if they were made from hellfire. The reality of what Grogar looked like was different than the stories had made out.

The reality was still a Ram but had a darkened midnight colored coat that was dull and listless. He had a long grey beard hanging from his chin and long hanging grey eyebrows. His horns were dark grey and curved out and forward around his head. He had black cloven hooves that were hard and cracked. His body was hunched over from age, and his physique had suffered from his many years within the realm of darkness. No longer strong and sturdy, he was now an old goat. His collar was real and admittedly ornate and strangely silver collar, the bell hanging from it onyx rather than ivory.

"What do you want here?" Grogar, the ancient terrible mage demanded. His eyes remained closed the whole time, never once opening.

The shadow mentally snorted and glared at the ancient goat that rested before him. He had expected a being of power and malice, not a washed up old goat. However his complaints died in his throat a mere moment later. The shadow felt fear retake him as he saw the one part of the legends that were not exaggerated. However his eyes did not truly glow, no, they did the opposite of glow. The orbs within the head of this old goat were red, but they almost seemed to suck in all the light around them. They were made even more prominent as a result, and brought all attention to them.

"Do not waste my time whelp," the ancient ram stated simply. "I do not take well to peons wasting my time," the old goat growled darkly. The shadow fought a shudder as he looked at the old goat warily. Had he been a much smarter creature he would flee this place. But he was never considered the smartest being to exist.

"I wish for your aide, in destroying the pony named Faust," the whispered voice came. Grogar arched a brow and raised a cloven hoof to his beard. He stroked it for a moment, stared at the shadow, and then lowered it soundlessly. He then closed his eyes and leaned back in his throne.

"No," Grogar's terrible voice stated resolutely.

"But, I can offer you anything you desire," the shadow tried to coerce. However Grogar's lips slid open to reveal the sharpened teeth mentioned in the stories. A sinister chuckle echoed from his throat and caused a shudder to run down the length of the shadows spine.

"You think me a fool?" the ancient goat questioned darkly. His lips curled in distaste as his fang like teeth began to rise over his upper lip. "I have seen the pitiable fate of which you suffer whelp," the Ram lord of Tambelon noted and then smirked darkly once more. "I know who you are, Lord Umbra, father of Mortis the Black, first of the Sinisteeds," Grogar stated and another mirthless chuckle escaped from his throat. "Ancestor, to King Sombra, a worthless unicorn wretch who sought to match my greatness," the old ram stated with a shake of his head.

"Y-Yes, I am indeed Lord Umbra," the shadow admitted warily. The old mage knew far too much about him. He wondered how he could learn such things. But then again, this was also one of the few beings who could potentially match an alicorn in terms of raw power. "But I can still aide you, Grogar, ask any task of me and it shall be fulfilled," the shadow offered. "In return, I ask only to be given the power I seek!" Grogar listened to the request, his eyes hardened and he snorted.

"You are a fool," he stated plainly, "and all you shall ever be, is a fool." His cloven hooves idly reached up and he stroked his beard once more. "I have no use for you, nor do I desire to grant you any power worm," the old ram growled irritably. His hoof soon stopped stroking his beard and he grinned toothily towards the shadow. His horns, much like his eyes, did not 'glow' red as he channeled his magic. Instead they pulled in light at their tips and made a shadowy crimson shroud around them. "So you can leave now, with your life, or continue to annoy me," the old ram stated, his eyes trained upon the shadow.

"W-wait! I can show you a way out!" the shadow assured. The old ram merely frowned and his power continued to gather at the tips of his horns.

"I already know from whence your entered this realm, you worthless peon," the old goat grumbled. He was seeing more and more of the coward in 'Lord Umbra'. Then again, Unicorns had never been very well known for their bravery. Faust not withstanding as she had never been much of a unicorn. She was more of an Earth-Pony in his eyes, having originally lived without any magic. He was actually quite impressed with how she had grown, not to say he liked her, but her death would be quick once he was freed of this prison.

"Th-the Smooze," the shadow stated randomly. That broke Grogar's concentration and interested him. What would this worthless peon know of the Devourer? It was sealed away after the ponies had managed to best him. It was a creature that was actually worthy of respect. Unlike a vast majority of the worthless ants he was forced to deal with.

"What?" the old goat questioned flatly.

"The Smooze, it lives within Faust's tower, trapped in a jar like Arabus," the shadow explained quickly. It shifted and waited as Grogar began to stroke his beard once more, the crimson shroud around his horns dying down. The shadow breathed a sigh of relief as the ancient goat suddenly chuckled and looked at him. His lower teeth rose over his upper lip prominently, a twisted smile stretched across his withered face. Oh that information was amusing, if nothing else, and he had an idea for his own plans...

"I see then, I suppose you might actually have some use to me," the old goat admitted and grinned darkly. "Awaken the Smooze, release him upon her tower, and you shall no longer be a mere shadow," Grogar promised.

"How do I know you can give me what I desire?" the shadow demanded of the old goat. Grogar frowned and arched a brow for only a moment. A dark smirk then crossed his lips as a second later power gathered at his horns and shot at the wraith like being. It twisted and swirled around his body, undoing the magic Mort had performed in ages passed and returned him to his true self. A charcoal colored unicorn stallion with long black mane and tail and a blade shaped horn. His green eyes widened as he looked at his hooves again for the first time in millennia.

Only to revert back to a shadow a moment later.

"No!" he cried and Grogar chuckled darkly.

"Do you think me a fool, Lord Umbra?" the old goat questioned plainly. The shadow moved around, clearly agitated, but then settled down. It glared at him for a moment, and then shot away from Grogar. The old goat chuckled darkly as he leaned back into his throne. Yes, the peon known as Umbra was a fool, and would only ever be a fool. He would soon be free of his shadowy form, but it would not be in the way he desired. The Smooze was an unstoppable, uncontrollable devourer, it would ensure that Lord Umbra would not return.

And it would also keep Faust and the other little ponies properly, distracted...

On any other day, Faust was a very patient mare. However the last few days had been far more than she could stand. Her daughters were in her tower unsupervised, that alone was terrifying. Some pony had unleashed untold evil within her tower. And finally, the elements of harmony had somehow managed to get lost while following her. She'd actually told them to follow her so it was no surprise that she was more than a little perturbed. Case in point...

"I cannot believe them!" the ivory alicorn exclaimed loudly, "all they had to do was stay by me, and they couldn't even get that bucking right!" the ancient mare continued as she stomped through the tower. Applejack remained at the mare's side, however looked noticeably nervous as the ivory alicorn became more and more annoyed. Not that any pony could possibly blame her for that. Alicorns were known for their immortality, their wisdom, their beauty, but most importantly the sheer level of magic they had access too. Faust was no exception as she was disturbingly powerful.

Not to mention that since she was a muse, she was also technically a goddess.

"Well in their defense, y'all know yer tower is kind'a big and the halls are all twisty," the apple mare reminded the ivory alicorn seriously. Faust rolled her eyes and glanced around at the halls of her tower. Their size of the halls suggested that something really big was somewhere in her tower. She also noticed very few were as 'twisty' as they normally were suggesting it was long as well. That meant that her friend from the castle had finally woken up from his nap. It also meant that if she didn't have to find her 'daughters' and fix whatever they had unleashed, she'd be happy to know he was awake.

"Jackie, I told them to stay by me, and they still wandered off," Faust replied to the mare with a frown. The orange apple-mare winced and nodded her head. Much as she hated to admit it, the ancient alicorn had a right to be mad. From what she'd gleamed from the ancient alicorn, the tower was filled the most ancient knowledge in the world. True, knowledge alone wasn't bad, but if some pony played with it without knowing what they were doing...

"A'ight, y'all got a point there," the orange mare admitted then looked at the older mare sternly. "But you being angry don't help us find the princesses any faster," Applejack replied in kind. Faust snorted and grumbled under her breath. She was actually far more worried than she was angry. While Celestia and Luna were full grown, she still considered them her little ponies, and the things that dwelt in her tower would probably eat them both alive. Even if they were truly immortal, she doubted living in a monsters stomach would be very fun.

"I'm not angry Jackie, I'm worried," Faust finally replied. "My tower is home to things that would make Discord cringe," the mare stated seriously. The apple-mare blinked but didn't reply as she watched the ancient alicorn sigh. "Not only do I have some of the worlds most dangerous magics locked away. I also have some of the worlds most dangerous objects and creatures as well," Faust intoned seriously. Applejack shifted nervously at her side, even as they wandered into the main entry-hall / portrait area of the tower.

"Like what?" the orange apple-mare questioned quietly. A look crossed Faust's features, her eyes became hard, her lips turned into a frown, and her ears fell back against her head.

"The lava beast turned crystal titan, Lavan. The rock dog with a 'stone touch', Crunch. The shadow consuming storm demon, Arabus. The dark and terrible ram wizard, Grogar. The living book powered by a thousand lost souls, the Necronomicon. The flaming and furious false alicorn, War-Helm," the ancient alicorn intoned with a seriousness that made the apple-mare shudder. "But all of them pale in comparison to perhaps the most devastating monster Pony-Kind has ever known," Faust stated as her frown deepened.

"The great devourer who was all but completely unstoppable, the Smooze," Faust finished with a sudden shudder. "I've faced each of them in the past Jackie, none of them are to be trifled with. Unlike Discord they don't play games, you either serve them or they destroy you. Some didn't even care about ruling, some of them just wanted to destroy ponies for the sake of destroying ponies. There was no rhyme nor reason, just destruction for the sake of destruction," Faust explained and then let out a tired sigh.

"So your not only an archivist, but a jailer?" Applejack questioned cautiously of the ancient mare. Faust sighed and then looked around at the portraits around the room.

"I didn't want to be, but I couldn't just let them walk around unchecked," the ivory alicorn whispered quietly. Her eyes fell and Applejack could swear that she saw her age by at least a thousand years. Not literally of course, but the ancient mare looked significantly older for a moment. "I just didn't want them to hurt my little ponies ever again, what else could I do?" the ancient alicorn questioned tiredly. Applejack opened and closed her mouth several times, then looked down and scuffed a hoof against the floor.

"Don't know, t'aint fair y'all got to do it all alone though," the orange apple-mare replied. Faust scoffed and looked at her with a sad smile. A moment later a deep roar echoed out through the tower, and pulled both mares attention away from their somber thoughts. "Uh, what the buck was that?" Applejack questioned with wide eyes. Faust frowned deeply, her eyes narrowed as she trotted forward with a sigh.

"C'mon Jackie, I have a misbehaving dragon I need to give a stern talking too," the ancient alicorn grumbled as she made her way back into the halls of the tower. Her declaration caused Applejack's eyes to bolt open and look at her incredulously.

"Did you say a dragon?" she demanded of the significantly older mare. However when she received no answer, the orange apple-mare reluctantly chased after the ancient alicorn. Hopefully, this dragon wouldn't be as bad as the last one she met. Then again, that roar had sounded a lot deeper and a lot meaner than the one she had met before.

The Black Forest was truly a dark place. As the stories said it was as if trotting into night itself. The trees were tall and slim, yet their branches were long and reaching. The black leaves of the trees allowed very little light to shine through. What little did was like stars at night, scattered and dim. It was only just barely enough to get by in the day. At night it would be a darkness that could not be navigated. At night, this place would belong to Tree-Mane. The sole being who knew this forest's twists and turns. That horrid being which had taken the lives of any who would harm its forest.

Fortunately, Light-Bringer had that beings aide in reaching Faust's Tower.

The undead stallion shivered slightly as he trotted behind the Tree-Mane silently. He dared not speak to the creature. It was a temperamental thing after all. Instead he allowed his eyes to wander here and there. He examined the darkened forest, and realized it truly was as if it were night. It was a dark and terrible place he trotted through. The griffon he'd seen before had soon been joined by other skeletons. He counted at least four dead griffons, one dressed in what looked like an old straight jacket. Where the one in the straight jacket had come from, he didn't know.

Tree-Mane suddenly stopped. Light Bringer looked to the creature and it tilted its head to the side with a jerk. The undead stallion blinked and looked around. They were still in the forest, no sign of Faust's tower. Why had it stopped? The Tree-Mane suddenly jerked its head down. Light Bringer followed its gaze to see a sapling in front of his hooves. He blinked once more, the sapling was like the trees around him, but somehow still managed to grow. Then he watched as Tree-Mane's head suddenly jerked up to look at him once more.

Light Bringer was confused for only a moment, and then grimaced. The creature wanted him to go around the sapling. Either that or it was waiting for him to crush it. He knew that the latter would likely be his demise. Thus he went with the former and moved around the sapling. The Tree-Mane watched him silently, intently. It was, in all honesty, far more jarring than he liked. Once Light Bringer had moved around the sapling, Tree-Mane's head shot up and it continued on its way. The undead stallion released an uneasy breath, and then followed the creature once more.

Their trek through the dark forest was consumed in silence once more. As the journey continued on, Light Bringer allowed his mind to wander. A question that had always tormented him nagged at his mind. The question of what Tree-Mane had been before it became as it was now. Perhaps a wood-spirit. Perhaps a Timber-Wolf. Perhaps something he had never encountered before. He didn't know, but it worried him that he didn't know. Unlike other wood-spirits it did not fear fire. Unlike a Timber-Wolf it was solid and sturdy. Whatever it had been, he was certain it had fallen very far.

His ears twitched, the silence was starting to get to him. Much as he hated to admit it, even the groans of the undead would be more comforting than the utter silence. At least then he would have something to fight. Against the Tree-Mane he was fairly certain he couldn't win. Even if he managed to harm it, it would likely give far worse than it would endure. Besides that, it was the guardian of this forest, and by proxy, the guardian of Faust's Tower. He wondered briefly about that.

Did Faust truly allow this creature to wander the forest around her home?

The Tree-Mane suddenly halted and Light Bringer looked up once more. They had arrived. The Tower's main doorway stood tall as ever. The tower itself standing far taller, reaching so far into the heavens as to rise above the clouds themselves. The tower was a marvel of construction, the tallest structure of its kind in any age. Even now, he had little doubt that nothing had managed to challenge it. His eyes turned to the side as Tree-Mane trotted to the door, its head twitched from side to side before a hoof was raised.

It knocked upon the door three times. Three loud bangs echoed against the massive iron doors. The bangs echoed out in the quiet of the dark forest. With that done, Light Bringer let out a quiet sigh and sat back on his haunches. Tree-Mane merely stood at the doors, silent and unmoving as always. Now all that remained for them to do, was sit and wait. He sincerely hoped that Faust would hurry and let them in.

TBC...

Author's Note

A brown pegasus pony rests on a bed with laptop before him. He has a black brace on his left hind-leg, yellow green eyes, dark brown shaggy mane and tail. His chin is covered in a short scruffy beard, and his flank is covered by a scroll shaped cutie-mark with a sun in one corner. He has a stick in his mouth he uses to press down on the tiny keys, as his hooves weren't able to press the keys. He soon stops, blinks, drops his stick, and then glances down at his body with a frown. "When did I become a pony?" he mumbled quietly.

"Oh, this is the author's note, your a pony because me being here would be strange otherwise," a voice noted and caused the pegasus wings to flare a second before he fell back with a yelp. Looking around the brown pony found Faust herself smirking down at him, her eyes twinkling mischievously.

"Uh... Faust?" the brown pony questioned with wide eyes. The ivory alicorn merely nodded her head and then looked at his lap tap with a thin frown.

"You really shouldn't procrastinate BreakDown, ponies are waiting for you to update," the mare stated with a nod. BreakDown merely frowned and scoffed.

"Yeah yeah, I know," he grumbled irritably, then gave the alicorn a flat look. The ivory mare merely shook her head and turned to face a camera. "Where did that come from?" the brown pony questioned. His only answer was a look from the ivory alicorn before she turned back to the camera.

"Well in any case, the author here would like to say he was sorry for not updating sooner," Faust began, then glared at BreakDown, "at least he would if he weren't so stubborn," she growled at the brown pony. Said pony rolled his eyes and looked at his wings curiously. Having never had a pair of wings before, he was noticeably curious about them. Faust brought her hoof to her face and groaned as he flapped his wings and tried to stretch them out but was impeded by the walls of the room.

"Anyways, seeing as he's been lazy for the past few days, I thought I'd apologize by offering to answer any letters you might have about me, the story, my history or whatever. As such the next chapter will be dedicated to letters to me, or any of the other princesses or alicorns herein. That includes Nocturne, and yes Celestia and Luna, or Cadence, Morte, Riptide and so on and so on. Just tittle it with 'dear 'princess' or 'queen' or Lord' or whatever you think fits the pony in question and we shall promptly answer it next chapter," the ivory alicorn explained cheerfully.

"Yeah, fine, and before I forget, check out my latest blog if you want to see a few pictures of some of the characters in the story. All of them were drawn by me as well, thank Faust here for the inspiration," BreakDown piped up from the side as he folded his wings into his sides...

Bonus: Letters to Faust... and others

(This is a Non-Canon chapter, done merely for the sake of my own amusement and because I thought it might be fun.)

Bonus Chapter:

Letters to Faust... and others

Within Faust's Tower, or at least an alternate one, the ivory mare sits in a quaint study. A smirk is on her face as she watched a certain brown pegasus sweep the floor... with his wings. "Why am I still a pegasus?" the brown pony questioned with a scowl. The ivory alicorn smiled and rolled her eyes.

"Because we don't want to add a 'human' tag to this story," she replied honestly. That did little to alieve the annoyance clear on the brown pegasus face. Instead it merely seemed to make him even more annoyed as he continued to sweep around the room with his wings.

"Alright, then why am I still doing this?" BreakDown growled at the mare darkly. The ancient alicorn merely giggled behind a hoof before she answered him.

"Because you took a week to get this out when it's supposed to be an apology for taking so long with the last chapter," she said with a nod of her head as if that was that. BreakDown grunted under his breath and quietly continued to sweep the floor with his wings. Faust watched him for a moment before turning and smiling in a seemingly random direction. "Hello every pony, sorry this took so long but our esteemed author here is notoriously lazy," Faust stated with a slight bow of her head. Clearly the said author took great offense as he glared at the ivory mare darkly.

"In my defense, you keep blasting me with dozens of ideas that you think would be cool for the story," the brown pegasus reminds with a scowl. "It's hard to finish a chapter if I have dozens of ideas running rampant in my skull," the author grumbled under his breath irritably. Ignoring the author with an amused smirk, the ivory mare turned back to the 'audience'.

"Please forgive the author," Faust started then raised a hoof to her mouth, "he's really grumpy," the mare mock whispered. The whisper was hardly quiet however as the brown pegasus in question glared at her yet again. The ancient alicorn giggled in response and then sighed and looked to the audience. "In any case, first I'd like to say thank you on behalf of the author for reading this story, he appreciates it more than you know," the ivory mare stated with a nod of acknowledgement. The brown pegasus in question raised a brow and glanced to the muse.

"Haven't I already thanked everyone who faved this story?" the brown pegasus questioned with a frown. Faust sighed tiredly and shot the author a brief look. He snorted lightly and returned to sweeping the floor, though clearly did so under extreme protest. Once the pegasi had returned to sweeping the floors, the ancient alicorn turned back to the audience with a soft smile.

"Anyways, as we said last chapter, this chapter will be dedicated to letters from the audience," Faust explained, then sighed. "Unfortunately it seems like either most didn't have a question, or just didn't read the Author's Note, so we only have three letters to read," the ivory mare explained with a sigh.

"I told you that hardly any pony ever reads the AN," BreakDown grumbled as he passed the mare. Faust felt her brow twitch and then smirked as a red glow surrounded her horn. A second later it surrounded the authors head and he widened his eyes. "Gah! Stop that! I don't need even more ideas for the story!" he cried out loudly. With her work done, a noticeably evil smirk on her lips, the ancient alicorn turned back to the audience.

"In any case, the first letter is a bit surprising as it isn't actually for me. As such we'll be heading down to the Sea-Pony city as it's for every ponies favorite Sea-Pony, Queen Aquaria," Faust explained as she rose up onto her hooves. She then grabbed BreakDown's tail with her magic and dragged him into the tower. The ancient alicorn hummed a jaunty tune as she maneuvered through her home and into the room that held the entrance to the Sea-Ponies city. The mare took a brief moment to pull a pair of chokers from a hook to the side and slipped one on around her neck.

With a shimmer of magic the ancient alicorn was encased into a body covering field of magic to allow her to breathe under water. A second later and BreakDown had one around his neck as well. The ivory mare then jumped into the water, pulling BreakDown behind her as she went. In the water she found a couple of Sea-Pony guards and smiled. "Alright girls, take us to see Queen Aquaria," she bade and the guards silently nodded and lunged forward. The two spun around Faust and BreakDown then shot down into the tunnel at breakneck speed.

Once they arrived at the palace of the sea-ponies, BreakDown was dragged out by Faust. "C'mon BreakDown get up and walk on your own four legs, the ideas should've stopped by now," the ancient alicorn grumbled with a frown. The brown pegasus in question merely growled and glared at her instead. "Fine then," the ivory mare mumbled with a shake of her head and continued to drag the pegasus behind her. The fact that she was dragging him by his tail certainly seemed to amuse several sea-ponies, who were also watching the brown pony with strange intensity.

"I really don't like those looks they're given me," BreakDown suddenly noted. The admission drew Faust's attention, as well as a smirk from the mare.

"He speaks," she said in mock surprise. Clearly not amused the author shot his current capture a glare. Faust snickered into a hoof and smiled as she trotted into the palace throne room. "Hey Riptide, I got a letter for you," the ivory mare stated while holding up said letter with her magic.

"I see, and what am I supposed to do with it?" Riptide questioned with a raised brow.

"Just tell us how you'd answer it and we'll see to it that the pony gets your reply," Faust replied with a knowing smirk and a wink. The sea-pony queen was a little confused however grasped the letter with her own magic regardless. She quickly brought it over to read it and then rolled her eyes.

Dear Queen Riptide

Have you ever experimented with super cavitation? Sincerely,

-clonezero

"First of all, if you must call me 'Queen' use Aquaria instead of Riptide it's only my personal preference but it would be much appreciated," the sea-pony queen began with a sigh. "Secondly, I have indeed looked into super-cavitation and what I could potentially do with it," Riptide admitted before a grin stretched across the length of her face. "I also have to admit it was really quite fun, I managed to break my old sea-speed record that time! Although the explosion of bubbles caused a few tidal-waves as a result," the sea-pony queen explained with a grin.

"Wait, you caused mass devastation because of a trick?" BreakDown questioned incredulously. The sea-pony queen chuckled and waved his worries off.

"Oh no, we made sure the tidal wave didn't reach shore," she replied honestly, then chuckled lightly. "And besides a couple of fishing boats, no pony even knew the waves started," she assured, though that did little to make BreakDown feel better.

"Well in any case, thank you for your time Riptide," Faust began with a bow, "we'll make sure that clonezero hears your reply to his letter," the ivory mare assured with a smirk. Riptide merely shrugged and waved as Faust dragged BreakDown out of the throne room by his tail. Again, they traveled through the palace, BreakDown's eyes focused on the sea-pony mares that stared at him intently. Soon enough the two came out of the tunnel from the city and returned back to the tower. BreakDown shook off his body much like a dog would, rivulets of water spreading every which way.

Faust frowned as she was drenched by the spray, then sighed and motioned for the brown pony to follow her. As BreakDown did the mare pulled a letter from her mane and smiled. "Now then, seeing as the other two letters are for me, I'll answer them myself," the ancient alicorn stated with a smile. BreakDown merely rolled his eyes and continued beside of the mare. "So to begin with, lets see what the first of these two letters is," the ivory mare stated then held the letter out so that the audience could see the letter.

Dear Faust

Besides the Smooze, what enemy from your past do you fear and hate the most? Signed,

-nightmaster0

"An excellent question nightmaster0," Faust admitted while rolling the letter up.

"How's that, it's probably Tirek," BreakDown grumbled. The ivory mare twitched and brought a hoof to her face.

"No, it's not Tirek! Why the buck would I be afraid of some pony who barely had any power!?" the ancient alicorn demanded. BreakDown blinked and then looked at his companion strangely.

"Uh, hello, he changed a bunch of your friends into evil fell-beast dragon things," the brown pony reminded. Faust sighed and shook her head tiredly.

"Actually no, Tirek himself had seemingly zero power beyond controlling the Rainbow of Darkness. Now Tirek did boast impressive physical abilities, but was lazy as he never seemed to use them until absolutely needed. Now the rainbow itself was a very real threat against us, however with it absorbed by the Rainbow of Light Tirek was of little threat. As far as hate goes, I admit that Tirek was one of the few villains to turn a friend of mine against us, Applejack in this instance, however again, that was the Rainbow of Darkness work," the ancient alicorn explained with a nod of her head. BreakDown blinked for a moment, then nodded his head in understanding.

"Okay, well that makes a strange kind of sense," the brown pony admitted. "So who was the enemy you fear or hate the most?" the author questioned of the mare.

"Grogar," she admitted with a frown.

"The old goat?" BreakDown questioned incredulously. The ancient alicorn silently nodded her head and sighed tiredly.

"Unlike Tirek, we only beat Grogar with luck. Had we not remembered the legends of the bell to defeat him, and had we not found it, Grogar would have won. Not only that but Grogar is more magical than any unicorn in magical power, and is potentially the most powerful villain we ever faced. Grogar was powerful, intelligent, and every bit as vicious as any other villain, he didn't need his troops to be a threat either. Grogar was nothing like Tirek, while Tirek usually had Scorpan, Stratodons, or other monsters to fight for him, Grogar would often fight on his own," Faust explained with a frown.

"I also hate Grogar, unlike the others Grogar kept us in a dungeon with little food or water for days. Mare, filly, stallion, or colt didn't matter to him. Flutter ponies, sea-ponies, unicorns, pegasi, and earth-ponies were rounded up like animals. Unicorns couldn't escape by 'winking' because he just pulled us back into the dungeon with his magic. We couldn't fight because he'd just blast us with his magic. He only needed his servants for the sake of spreading out quickly, he could have potentially captured all of us alone, however it would have taken far more time than he had available to him," the ivory mare explained with a frown.

"Okay, the old goat is a lot more dangerous than I give him credit for," BreakDown murmured quietly. Faust merely nodded her head in agreement.

"Now off of such depressing things and onto the last letter," the ivory mare insisted. The brown pegasus mutely nodded his head in agreement. Bringing out the final letter, Faust raised a brow upon seeing it's contents.

Dear Faust

By reading this it seems that your tower defy's some pretty basic laws of physics, the message it's giving me is that ANYTHING is possible in your tower of power is this true or false? If you answer yes or no how is this possible/not possible.

-Flutter Whyyy, Philosopher, Thinker, Dreamer, and whyyy-er

"Okay, I'm surprised any pony wondered about that," Faust admitted to herself. BreakDown grunted and then jumped into the air to read the letter himself. However unfortunately for him, he had no idea how flight worked beyond flapping his wings. Thus why he landed face first not even a few seconds later. Faust blinked and then giggled as the brown pony slowly got back to his hooves with a scowl.

"Great," the brown pony grumbled, "note to self, learn how to fly," the author noted under his breath then glared at the ancient alicorn. Said mare took a moment to compose herself and then smiled to BreakDown as she showed him the letter. The author raised a brow upon seeing what the letter said.

"I think I'm going to need your help to explain about this," Faust noted aloud. The brown pegasus nodded his head in understanding, then waited for the ancient alicorn to start. "First of all, my tower's floors ceiling and walls are lined with iron. As explained in the story, Iron naturally nullifies magic and does not allow it to pass through itself," the ivory mare began, "my tower is also a magical entity itself by proxy of developing a persona of its own," the mare continued with a nod of her head. BreakDown sighed and picked up where the ancient alicorn left off, a frown across his face.

"Now because Faust is an alicorn, she gives off tremendous amounts of magical power. As seen in the story when in close proximity to Rarity, her 'leaking' magic caused the fashion pony to have a flash of inspiration," BreakDown began and pulled a pair of glasses from within his wings. "Not only that, but there are dozens, if not hundreds, of magical objects held inside of the tower and thereby adding further magical power to the mix," the brown pony explained while slipping the pair of glasses on.

"Right," Faust noted cheerfully, then tapped BreakDown's head. The brown pony shot his companion a glare and brought a smirk to her face. "What's with the glasses?" The ivory mare questioned curiously. The author merely let out a grunt and adjusted the spectacles with a hoof.

"They make me look smart," he replied honestly. Faust bit back a snort and then giggled into a hoof, while BreakDown grunted and returned to his explanation. "Now then, the Tower being lined with iron and a magical entity itself means that all this power is trapped inside of the tower and has been for multiple millenia. This means it has no vent to release all this power unless Faust opens one of the exits. However, this also allows the tower to manipulate all the magic within its halls and thereby cause the 'effects' within her 'tower of power'," the brown pony explained with a curt nod.

"Umm hmm, this also means that because my magic naturally encourages creativity that the tower itself is quite creative. It can easily stretch or skew the perspective of some pony, change the shape of the halls or rooms, or just add on new rooms if it feels like it. The tower literally has no limits to what it can do so long as it has a sufficient amount of magic available to it at any given time. Given it now has three alicorns, two unicorns, a sinisteed, and the sun only knows how many magical relics inside it right now and you can probably imagine how much magic it's running on," Faust noted with a shudder.

"Yeah, in any case, the answer to your question is 'its magic' and it doesn't need to bow to logic or physics, Pinkie doesn't, so why should the tower," BreakDown concluded with a curt nod of his head. Faust then looked around and sighed, they really had nothing else to do without anymore letters.

"Well, we're all out of letters," Faust noted with a pout, "and here I was having fun too," the ivory mare mumbled quietly. BreakDown merely rolled his eyes and rubbed a hoof against the side of his face.

"Yeah yeah, well if any of the readers actually liked this little experiment, perhaps they'll write letters for another one in the future," the author noted aloud. Faust smiled and nodded her head. It sounded like the brown pony had actually liked this little experiment as much as she had.

"In any case, sorry this isn't longer every pony, and that it's not an actual chapter," Faust began.

"Just be patient, I'm working on the next one," BreakDown grumbled from the side. Faust shook her head for a moment and then smiled brightly once more.

"Anyways, we hope you enjoyed this and can't wait to hear from you, till next time, have fun reading every pony!" Faust stated cheerfully. BreakDown merely rolled his eyes as they walked back into her study... and he was forced to sweep up yet again.

TBC...

The Tower: Part 3

The Tower Part 3:

Evil Dead

"Did you really just say a dragon is in here?" Applejack asked for what felt like the hundredth time. Faust mentally sighed and turned to look at the orange apple mare.

"Yes," she replied honestly.

"How the buck is there a dragon in here?" the orange apple-mare all but demanded of the ivory alicorn. Faust merely rolled her eyes and shook her head. She knew that most ponies in the new age were terrified of dragons, but all this seemed like a bit much in her opinion.

"He lived here back when he was just a baby," the ancient alicorn explained.

"An' y'all didn' mention this ta us before because?" Applejack questioned with a frown. Faust glanced at the orange apple mare for a moment, then rolled her eyes.

"Because before now he has been sleeping," Faust replied simply.

"So why couldn' y'all maybe mention ya have a dragon in your home?" the orange apple-mare questioned tersely. Faust rolled her eyes and blew into her bangs.

"Maybe cause I didn't think it'd matter. He's been asleep for over a thousand years, why would I think he'd wake up now of all times," the ancient alabaster alicorn replied, then tapped her chin thoughtfully. "In fact, now I'm curious about what actually woke him up," Faust admitted mostly to herself. "I mean I tried everything from loud noises to tickling him but he never woke up," the ancient alicorn noted with a sigh.

"Uh, I get that y'all are happy bout seeing yer ol' friend again, but don' forget that mah friends are somewhere in here!" Applejack reminded the ancient alicorn with a glare. The ancient mare snorted and shot the significantly younger pony a dark look.

"Just cause he's a dragon doesn't mean he'll eat them," she grumbled out. However she then stopped and grimaced, "but on the other hoof, he might be hungry," she admitted with a shiver. The admission of course did little, if anything, to calm the orange apple-mares fears of her friends being devoured by a rampaging dragon.

"Then can we hurry up and get to 'em already?" Applejack demanded quite loudly. Faust sighed and shook her head, feeling more than a little annoyed with the young pony. While she honestly didn't mind being addressed so informally, it was actually a nice breath of fresh air, she wished Applejack wouldn't worry so much. As far as she knew, her Spike wouldn't really eat any pony. Burn them alive, maybe if he was significantly angered, but not eat them. Crush them, well, okay, he might crush them as that wasn't hard for him given his titanic size.

"Jackie, just calm down," Faust pleaded desperately. She also took to rubbing her forehead as she felt a headache coming on. "We'll find the girls and your friends, I swear that no pony is going to be eaten by the dragon, he's actually rather playful," the ancient alicorn tried to assure. However judging by how worried the orange apple-mare looked, her little speech had been pointless. 'Dear sun please give me strength,' Faust pleaded with an internal groan. She could really only hope that they found some pony soon.

If not, she had a feeling Applejack would become rather insufferable.

The ancient mare sighed as she and Applejack continued through the many halls of the tower. The sound of their hoof falls was all that filled the halls for a time. Applejack looking more and more worried for her friends safety the longer they went without seeing them. As for Faust, the ancient mare couldn't help but notice how they didn't seem to be making any ground. It was thus quite clear what was her tower was up to.

'It's purposely trying to lead us through every twist and turn, though I'm drawing a blank on why it would do that,' she thought with a frown. Even with the multitude of years she'd lived in her tower, Faust was the first to admit that she knew very little about it. The majority of the spell-work that went into its creation were engineered by Majesty, while she had mainly been in charge of designing the outside and interior. 'Where are we now?' the mare questioned while looking around. Her eyes widened and a grimace crossed her lips as they passed a room.

'The simulacrum chamber,' she noted with a frown. That particular chamber hadn't seen the light of day for quite some time. It'd been barred off while Celestia and Luna had lived with her, and she'd barely had any reason or time to mess with it afterwards. History wouldn't just record itself after all, some pony had to do it. 'Why would the tower lead us here?' the ivory alicorn wondered to herself with a frown. Another of the tower's unusual traits was that while it had a warped sense of humor, it often knew things and lead ponies to where they needed to be.

Why, well that was any ponies guess.

Regardless, it seemed as if the tower had something else in mind for her and Applejack. Had it wanted them to enter the simulacrum chamber, it wouldn't have had it at their side. 'Maybe it was trying to remind me that that chamber exists,' Faust considered. The sad truth was that that was a very distinct possibility. Not only because the tower led people where they needed to go, but also because as a whole, Alicorns forgot things. It was a natural part of living for as long as they did. Sometimes small facts or incidents would just slip away.

Celestia and Luna had likely noticed this problem by now, especially with her. True, Faust had raised them, however it was not so unusual for a pony to forget their 'early' childhood. For the Alicorns of balance, that just happened to be the time they spent with her. Faust also had this memory problem, however it seemed far worse as she sometimes forgot nearly everything. Such incidents caused her to become like a lifeless machine, doing her work without thought or effort. Sure, a spark would always 'awaken' her personality and she'd return to her senses, but it could take decades for it to occur.

"Where are we?" Applejack suddenly questioned. It broke the ancient alicorn from her internal reverie and back to the world outside her mind. Faust looked at her companion for a moment, then glanced all around. She idly noticed that they were heading towards the 'Hall of Echoes', and felt a grimace cross her face. 'I really have to wonder why Majesty made all these weird chambers and rooms,' the ivory alicorn thought to herself with a frown.

"Looks like we're heading through the hall of echoes," the ancient alicorn replied to the orange apple mare. Applejack looked to older mare with a frown, then turned to the door in question.

"So what's through here?" the orange mare questioned curiously. Faust smirked slightly as she opened the doorway to the hall of echoes.

"It is one of the many rooms within my tower that I honestly have no explanation for," Faust admitted. "That's mainly for the fact that it was Majesty who built it, not me," the ancient alicorn continued, then tapped her chin thoughtfully. "In fact, she never really tried to explain what this room is for," Faust admitted with a frown. She didn't like to admit it, but she had been hurt that Majesty kept it from her. Whatever she had done to the chamber was a magic far beyond any Faust had ever managed to accomplish on her own.

While it was true that Majesty was 'just a unicorn' when compared to her status as an Alicorn. While it was also true that she had only lived for a few centuries, when compared to the millenia Faust had lived. Majesty was still no pony to sneeze at as her special talent in magic had not been for show. Even now, her spell-work was literally the stuff of legends.

"Uh okay, but what's it do?" Applejack questioned as she gazed into the hall with a frown. Faust chuckled nervously and rubbed the back of her mane. Truth be told, she had no idea what exactly the hall of echoes did. She had once assumed it was some kind of 'memory receptacle', thus held the memories of the ponies of the world. However she had decided that this wasn't the case when she found several 'future' memories within it. Her second theory was that it was a sort of 'time nexus' allowing past, present, and future, to exist in the same space. However that seemed even less likely.

Then again, Clockwork could confirm if it was or not, same with Time-turner... she really needed to get one of them to look at that room.

"I'm actually not sure," the ivory mare admitted sheepishly.

"How can ya not be sure?" Applejack questioned of the older pony. Faust sighed and shot the orange apple mare a look.

"Maybe because I didn't make it," the ancient alicorn replied flatly. Applejack frowned at the answer, then glanced all around as voices started to come out of nowhere. The orange apple mare looked all over, her eyes wide as several familiar voices echoed in her ears. The glowing doorways didn't help a growing feeling of unease welling within the apple mare.

"What in tarnation?" she mumbled under her breath. The voices didn't stop, some of them were her friends and even the ponies she knew. But also among those familiar voices were voices that were different, those of ponies she had never met in all her life.

"This room seems to hold 'echoes' of ponies from all over," the alicorn began, "I've heard the voices of Celestia and Luna, Discord, and even my friends in here, none of them from the same times. In fact, sometimes I hear them before they've ever said what I hear," the ancient alicorn explained. Applejack looked to the ancient mare with no small amount of surprise before looking around once more. Her eyes locked on a door and a frown crossed her lips.

"So what 'bout them doors?" the apple mare questioned curiously. Faust actually bit her lip as she glanced at the odd glowing doors, then sighed tiredly. Truth be told, she was also rather curious about the glowing doors in the hall. However it was the fact that she knew nothing about them that kept her away. There was a rather high chance that the doorways were some kind of temporal gates, or something similar. There was an equal possibility that they were some kind of 'viewing stations' attuned to specific times. If they were, then she'd likely spend eternity reliving her memories of her friends...

"To be honest, I have no idea what they are," the ivory mare admitted as they continued through the hall.

"Now how in the hay do ya' not know what these things are?" Applejack all but demanded of the mare incredulously. The ancient alicorn in question merely sighed and shot the young mare a look.

"Maybe because unlike some ponies I don't like poking my nose where it doesn't belong," Faust growled at the orange apple mare hotly. Applejack winced and looked away from the older mare. She had forgotten for a moment that Faust wasn't a normal pony. She was a timeless mare who had probably seen and done more than most ponies could imagine. If she didn't want to poke around with something she didn't understand, she should respect that.

"Sorry 'bout that, jus' seems strange is all," the apple mare mumbled quietly. Faust sighed and blew a breath into her bangs. She wasn't really angry at Applejack, it was mostly how things had been going thus far. Not only had she been dragged from her vacation, but Discord, Celestia, and Luna had apparently invaded her tower. Oh, and did she mention how the elements of harmony had decided to get lost in her tower as well? She brought a hoof to her face and groaned tiredly. She dragged her hoof down her face and then huffed out a breath.

Today was just not her day.

"No, I'm sorry Jackie, I'm just under a lot of stress right now," Faust admitted tiredly. "Anyways, this hall was also some of Majesty's later work," the ancient alicorn began with a sigh, "so in all honestly those doors could lead anywhere. I've never tried to go through any of them because I have no idea where they might dump me or if I could even get back," the ancient alicorn admitted. She held back a 'or if I would even want to get back' as she didn't need the younger mare worrying about her. Applejack chuckled nervously and rubbed the side of her face with a hoof.

"Oh well, I suppose that does sound mighty reasonable, guess I've just been hanging 'round Dash a bit too much," the orange apple mare decided. Faust chuckled lightly and smiled at the element of honesty. A second later the two heard yet another roar from deep in the tower. However this time it sounded much closer, and caused Applejack to shift behind Faust. While she'd 'engaged' a dragon before, she was not keen on tangling with one again. It also didn't hurt that she had an alicorn with her that was no stranger to war.

"Sounds like your friend is a might angry bout somethin'," the orange apple-mare noted warily. However Faust narrowed her eyes and swiveled her ears around to listen for the roar again. While it was true that she wasn't really an expert on dragons, she knew the difference between a pained roar and an angry roar. That last one had been pained, not exactly angry...

It was for that reason that Faust picked up her pace into a gallop. Applejack tried to keep pace with the older mare, however her smaller size, not to mention shorter legs, made that difficult to say the least. Regardless, the two quickly came out of the hall of echoes and into the entryway of the tower. Faust frowned and slid to a halt and turned to the tower doors. Applejack bounded into the room then stopped to catch her breath, a hoof raised to her chest.

"Now I know y'all are worried bout the princesses, but could ya please warn me 'fore you gallop like 'at," the orange apple mare pleaded though labored breaths. Faust glanced to the young mare for only a moment before she turned to the front doors as a loud bang echoed forth. "What the," Applejack questioned with a frown. Faust however focused her crimson magic and grasped two heavy chains around the rooms. A moment later she began to pull upon them, pulling open the doors of her tower for the first time in ages.

Soon enough, a tall slender creature stood within the threshold of the doorway. It was silhouetted by the backdrop of a dark and dreary forest. Applejack felt her eyes widen as she saw it in more detail. Dressed in ancient steel armor and pale as the moon, it slowly entered the tower. It's jerking uneven motions so inequine that it left the mare trembling. Its face was empty of expression, for it had no face, only a smooth wooden head. If that weren't bad enough, it towered over her as well. The six blackened branches which twisted out of its back to act as long spider like legs certainly didn't help.

"Tree Mane," Faust noted calmly as the creature approached her. All color instantly drained from Applejack's features at that bit of news.

"W-wait, T-tree-Mane, from the story, t-that thing is r-real?" the now thoroughly alarmed mare all but demanded. The sound of her voice instantly drew Tree-Mane's attention to her. The orange apple-mare slowly backed away as its head turned to regard her. The motion was more like a jerking twisting parody of actual movement. The eyeless creature stared at her as a lowly drone, a quiet groan echoed within the tower halls. The young mare felt her fur stand on end and her body quiver beneath the intense gaze of the slender pony.

As she stared at the creature, it felt almost as if time slowed as she watched it began to grow. The six blackened branches from its back stretched it further over her. The shadows stretched from it and reached out for her, as the creature stared and she stared back. Its head twisted and jerked on its neck as it slowly began to approach her. Its blackened branches thundered against the floor, and against her mind. She shivered and lowered down as the thing stretched and towered further over her. Then two of its blackened branches slowly began twisting up and then began reaching for her...

However a sharp clop from Faust's hoof brought its attention back to the older of the two mares. Applejack let out a sudden breath she didn't know she'd been holding in. The Tree-Mane was no longer so large, the shadows receded, its branches returned, and all was well. The inequine creature, Tree-Mane, turned its attention back to Faust. Meanwhile Applejack tried to regain some semblance of calm. She had felt like she was a filly again. A filly that was terrified of the creatures hidden within the dark. But in this case their had been no hiding, because this creature was the dark.

Applejack wisely remained silent so as not to draw the attention of the slender pony again. The inequine creature instead approached Faust, then stood before her silently. Even as the tallest pony she'd ever seen before, Faust was dwarfed in size by Tree-Mane and its long branch like limbs. Although just as slender and skinny, she simply did not have the height of this strange inequine creature. Although in the scheme of things, that mattered very little. For the Tree-Mane then lowered down onto its hooves.

Its blackened branches raised and then wrapped around its sides in a parody of wings. Now Faust and Tree-Mane were equal, not only in size but in how slender they were. Had it not been for a few obvious differences, one might mistake the two for one another. But then it did something that terrified Applejack once more. It knelled down before Faust with one leg swept into a grand bow. The Tree-Mane then looked up, its motions jerking and twisting as always. The ancient alicorn frowned for only a moment. She regarded Tree-Mane then sat down and raised a hoof to order it back to its hooves.

"What do you need Tree-Mane?" Faust questioned sternly. Instantly, Tree-Mane jerked a wooden hoof back to the door. Both Faust and Applejack followed the hoof to find another pony outside. This one dressed in a long tattered cloak and ancient armor, a single glowing eye visible within his helmet. "So what brings Light-Bringer the Spell-Sword to my humble home?" the ancient alicorn questioned of the newcomer with a frown. Applejack remained silent as this new pony entered into the tower, his hooves trailed by icy hoof-prints.

This new pony ignored Applejack entirely, for which she was thankful, instead he speedily approached and bowed to Faust. The ancient alicorn sighed and motioned the armored pony up as she had for Tree-Mane before him. The armored pony, which AJ noted was clearly a stallion, then threw his cloak back to show a saddlebag. However he also showed his armor, and what looked like clearly rotted flesh. Applejack widened her eyes and was unsure of what to feel. She of course remembered Faust had said that undead ponies were real, but to actually see one was a bit different.

"Milady," a dark inequine voice thundered in Applejack's head, "I bring to you something of great import," the undead stallion stated. Faust raised a brow, however her eyes widened as Light-Bringer opened his saddlebags. Within were what looked like glowing green stones, to Applejack at least. Faust however widened her eyes and examined the stones far more closely.

"Where did you find these?" the ivory mare questioned softly. To Applejack it looked almost like she was trying hard not to smile, or cry. The icy undead stallion let out a chilling breath, an eerie vapor following it as he responded to the mares question.

"Within the ancient tunnels beneath shock valley, where the creatures roam," he began then tapped his chin, "I'm not certain but more could've been down there, but I know that most are long dead or dying," he admitted with a bow of his dead.

"I see," Faust whispered quietly, then turned to Tree-Mane. "I need you to go to the tunnels and retrieve any more down there," she ordered and the Tree-Mane jerked one hoof up in salute. "Then go, every lost minute could be the end of them," Faust ordered swiftly. Instantly the Tree-Mane's blackened branches exploded out and lifted it back up, however Faust held a hoof up to stall its departure. "Let none of the creatures stand in your way, and remember I'll close the door behind you," the ancient alicorn stated and Tree-Mane nodded its head.

Instantly, Tree-Mane shot out of the tower. The impressive amount of speed it had surprised Applejack into stunned silence. Meanwhile Faust pulled two new chains in order to close the doors behind it. As the massive doors closed, the ancient alicorn let out a sigh and looked back to Light-Bringer. "Now then, as for you, you're going to follow us as we try to find my daughters, while protecting those with your un-life," the ancient alicorn ordered with a scowl. Light-Bringer closed his cloak and gave a single stiff nod of his head. That done, Faust turned to Applejack and motioned for her to follow.

"C'mon Jackie, lets find Celestia and Luna before something else happens," the ivory mare ordered and cantered over to a hallway. Applejack watched her go then looked to Light-Bringer. The orange apple-mare gave a nervous grin and a chuckle before quickly rushing to follow the ancient alicorn. Light-Bringer himself merely rolled his eyes and followed both mares at a much more sedated pace. Not only because he didn't think he needed to rush, but also so he wouldn't damage the eggs in his saddlebags...

Umbra moved back into Faust's tower with a mental scowl. The words of Grogar echoed in his head and left the undead unicorn annoyed. He wanted to be back to normal, the foolish goat was going to pay for his stupidity later, but for now he'd play his game. Admittedly, Grogar's presence was intense and frightening, but he was certain that was the only real power he held in his advanced age.

He knew he was being foolish in his assumption. However, it was the only thing that kept him from further fear of that deranged goat. The Ram's of his age had lost any and all magic Grogar had access too. Whether or not more had similar power worried him greatly. 'It would certainly explain why Faust never challenged them,' he admitted to himself. It also didn't hurt that Ram's were the single most war-like society he knew of. Their metal-work alone was legendary, their skill and tenacity in battle was far more worrisome.

Regardless, Umbra had a mission to complete.

His shadowy, ethereal form flowed through the halls of the tower. He twisted and turned down the halls while trying to remember where the Smooze was held. He knew it was in the deepest, darkest part of the tower, he just didn't know how to get there. Faust was of course paranoid and cautious of the Smooze escaping. Few could blame her as the beast had all but totally devoured her kingdom once. It certainly didn't make things any easier for him.

However that also brought a point to mind. Umbra might be able to find and free the Smooze, but it was likely that Faust had an alarm of some kind near it. A scowl made its way to the undead stallions features as he considered this likelihood. He couldn't just slip into the Smooze's prison and release it. Not without Faust finding him and unleashing her magic onto him. He had seen what happened to the other sinisteeds she'd faced, he did not wish to end up like they had. Which meant that he would have to find a distraction.

However, few creatures in the tower would be viable as a distraction. Arabus would devour him, and likely do so to stop him from freeing the Smooze. Crunch was little better than a puppy at the moment due to Faust and her friends casting a spell upon him in ages passed. Lavan was dead to the world now, his spirit lost within the crystals his body had once become. Squirk was held by the Sea-Ponies and would be nigh impossible to retrieve without alerting them to his presence. Grogar obviously wouldn't help him.

Even Nightmare Moon and War-Helm, while distracting, would likely destroy him rather than allow the Smooze to be freed.

A scowl worked it's way across his face, the ancient dragons roars echoing through the tower. That also wouldn't be a distraction for long. While the dragon king was powerful, he and the ponies of dream valley had an accord. Faust could speak to him to get him to stop fighting. While the other beast would require far less effort given he was known to be her 'friend' of some kind. The scowl on Umbra's face deepened as he realized his predicament was more and more dire.

However it was then he remembered another he could call for aide.

A grin formed across his shadowy visage and he shot down the halls of Faust's home. His body moved like a wraith through the depths of the tower before he entered the library. His eerie grin grew as he shot down through the halls and neared a familiar glass case. His grin did not leave as the lock upon it growled at him darkly. Instead he merely shot forward, no body for the lock to bite. He then expanded and destroyed the lock from within. The lock fell as so much discarded waste as the shadowy wraith of a pony opened the case.

The shadowy pony then opened the book, the dreaded 'Necronomicon ex-mortis' and grinned as he found a particular passage. "That is not dead which can eternal lie, and with strange aeons even death may die." The undead stallion spoke aloud in an ancient tongue. Instantly the eye upon the Necronomicon came alive, it gazed out at him and then swiveled all around erratically. The pages of the book began to turn and flip themselves rapidly, Umbra letting an insidious chuckle. Shadowy tendrils began to form from it and spread outwards.

Umbra chuckled darkly as he then twisted into the shape of a ball and shot off into the halls of the tower once more.

Meanwhile the Necronomicon began to rise of its own accord. It hovered over the ground, its pages turning incessantly and shadows twisting from it like a living thing. When finally the pages ceased their turning the book turned upside down it's pages pointed to the ground. Shadows twisted and turned digging into the ground as eerie portals began to open up around the library. From the portals moans and groans began to rise soon followed by a rotted grey hoof...

Fluttershy and Rarity made their way through the tower. The marshmallow mare idly looking for any sign of Faust or their other friends. She also kept an eye open for either princess of course. However, she was almost entirely certain that if they didn't find Faust, they'd be wandering around aimlessly for years. 'I know this place is alive, but does it really have to keep leading us to no where?' Rarity wondered with a frown.

"Who's a good boy? Who's a good boy?" Fluttershy questioned as she played with the 'rock dog' they'd located. Rarity felt her brow twitch as she glanced back at the butter yellow mare. She was much less nervous now, however she wouldn't stop playing with the rock-puppy. Currently she had it on it's back as she rubbed it's belly, its tail wagging happily.

"Really now Fluttershy, don't you think it a tad unwise to bring that with us?" Rarity questioned with a frown. She had nothing against dogs. Really she didn't. It was honestly just a bit worrying that Fluttershy was playing with a potentially dangerous creature. They knew next to nothing about this 'Crunch' creature, and what little they did know was merely from what they had seen of it.

"Oh I'm sure it's fine Rarity," Fluttershy assured as she hugged the rock-dog happily. Rarity mentally groaned and let out a breath of frustration. She understood that her friend loved animals, however bunnies and this creature were decidedly not the same thing. In fact, Rarity had a strange feeling this particular creature was not to be underestimated, nor cuddled as Fluttershy was doing.

"In any case dear, we should keep searching for the others," Rarity reminded as she turned and continued through the halls of the tower. Fluttershy was quick to follow, Crunch bounding after her and still happily wagging his tail. The three made their way through the expanded halls of the tower. However soon enough a familiar roar echoed into them. Fluttershy instantly yelped and lunged behind Rarity with a frightened squeak. Crunch tilted his head to one side, his rocky tongue hanging from his mouth.

"Dr-dra-dragon," the timid pegasus squeaked from behind her friend. Rarity shivered as the roar had in fact sounded quite like the beast in question. Though for the life of her, she couldn't think of why Faust would keep a dragon in her home of all places. 'Then again, I can't think of any other place that would need a dragon to guard it,' the marshmallow unicorn admitted to herself. She then turned to the butter yellow pegasus and put on her least frightened smile.

"Darling I'm sure it's alright," Rarity tried to assure, only to halt and shiver violently. A sudden chill seemed to completely envelop the tower. She was no expert on such things however even she could tell it was some kind of surge in magic. It wasn't a good surge either, it was dark and cold and left her quaking in fear. She had to force herself to remain calm for Fluttershy. As a pegasus the butter yellow mare should have been immune, however the surge was so powerful that even she had felt it and was now whimpering.

'That's worrying, very worrying,' Rarity noted to herself. A magical surge was typically only able to affect unicorns in a certain range. However, the fact one was so strong it could affect a pegasus was extremely worrying. It meant that whatever caused it had more power than even the most powerful of the typical unicorn could muster.

"W-what was th-that?" Fluttershy questioned worriedly. Rarity bit her lip, not wanting to upset the little mare further with the truth. Oddly though, Rarity noticed Crunch was completely unaffected by the surge. Most animals were highly attuned to their surroundings and could feel such things. However Crunch, for whatever reason, was completely fine. 'That bares looking into,' Rarity thought with a frown before looking back to Fluttershy. However before she could try to comfort the frightened mare, a boisterous voice decided to interrupt her.

"Look Dashy, I told you I could find the others!" the voice of Pinkie-pie declared from the other end of the hall. Rarity turned around to see the pink mare with a frown, the presence of Rainbow-Dash not even surprising.

"Flutters! Rares! Where were you girls?" Rainbow demanded as she shot over to them. She then moved to her oldest friend's side and placed a wing around her comfortingly. "Geez, what's got Flutters so scared?" the prismatic pegasus asked with a frown, then glanced at Crunch, "and where did you find that thing?"

"He's not a thing," Fluttershy suddenly snapped, "his name is Crunch," she stated with a nod of her head. Rainbow-Dash rolled her eyes and looked to Rarity.

"Alright, where did you find 'Crunch' then," the cyan mare asked flatly.

"We found him in an arboretum of some kind," Rarity replied with a dismissive wave of her hoof. Pinkie however had fixed Crunch with a strangely intense gaze. "As for where we were, Fluttershy was terrified so I went to comfort her, the next thing we knew the rest of you were gone," Rarity explained honestly. Rainbow frowned and rubbed her chin thoughtfully. It sounded almost too similar to how she and Pinkie had gotten lost. Almost like the tower had meant to separate them for one reason or another...

But why, and for what purpose?

"Okay, then what has Flutters shaking like a life during the running of the leaves?" the prismatic pegasus questioned. However before Rarity could answer, and almost as if in response to her query another loud roar echoed out within the halls of the tower.

"Dragon!" Fluttershy cried and tried to hide behind Rainbow-Dash. The prismatic pegasus in question widened her eyes then shivered violently.

"Oh great not only are we lost, searching for the princesses, and trying not to mess with any ancient artifacts, but now we have to deal with a dragon too?" the cyan mare grumbled while rubbing her head tiredly. It was starting to look like things would only go from 'bad' to 'worse' the longer they were inside the tower.

"Yes, it appears that way," Rarity replied uneasily.

"Ugh, what's next, a legion of the undead?" Rainbow exclaimed with her hooves thrown into the air. Pinkie at her question suddenly stopped and did an odd back-flip followed by landing on her head, her body then began to spin around like a tornado before she suddenly fell forward and shook, her then hooves started to thunder against the ground rapidly as if trying to gallop away. The other ponies were silent as this happened, though Rarity shivered as another surge suddenly passed through her.

"Oh please tell me that's something good," the cyan mare pleaded desperately. However Pinkie shrugged with wide eyes, having never felt anything like that before in her life. Even the doozy hadn't really felt like that. Rarity bit her lip and fidgeted on her hooves, her mind ill at ease with so many things happening at once. The fact those surges of dark magic were still coming further frightening the fashionista.

"Perhaps we should make haste to locate Faust and the princesses, I for one know I shall feel much safer with them nearby," the marshmallow unicorn urged. Rainbow frowned however conceded the fashionista's point. It would be better to have heavy hitters nearby for the dragon alone. Whatever Pinkie had just sensed was likely a 'super-doozy' of some kind and she did not want to meet it without at least Twilight nearby. Pinkie and Fluttershy just wanted to find the alicorns for the sake of safety. Each of them could feel something wasn't right within the tower, something dark and cold was loose...

"Yeah," Rainbow mumbled as she glanced around for a moment, "lets get out of here."

"Right with you Dashie," Pinkie declared shakily. The party pony quickly hopped back to her shaky hooves and galloped after the pegasus. She was followed by a frantic Fluttershy, with Crunch happily racing after all of them. Rarity took a moment to look around, then galloped after her friends as well. An eerie fog and mist began to form where they had been, portals of dark magic forming as eerie moans and groans echoed out of them followed by rotted grey beings...

Twilight raced to keep pace with Celestia and Luna. The two alicorns were galloping through the halls of the tower at a brisk speed. Given their diminished size it was not much hassle for Twilight to keep up with them. However it seemed that the two oldest princesses of Equestria were in much better shape than she was. 'I've really got to get out more,' the little lavender mare thought as she panted softly. Then stopped to shiver violently as a surge of magic passed through her. The two alicorns were not far behind her as they both halted long enough to shiver.

"W-what was that?" Twilight all but demanded. She'd felt surges before, but none of them had ever caused a reaction like that. It had felt so cold and hollow that it had left her physically rooted to the ground and shivering as if knee deep in solid ice. The princesses seemed to have an inkling of an idea. However both looked more worried and frightened than the little lavender mare had ever seen before.

"Sister, could that have been," Luna began, only for Celestia to interrupt her.

"I know not Luna, it was similar to his magic, but far darker," the older mare replied tersely. Neither princess looked at all composed anymore. Each was worried and frightened, however a groan from Daring drew their attention. The mare looked worse than ever, the dark bags around her eyes deeper than ever. Her colors were now completely gone save for the golden horseshoes she was wearing. Her cutie-mark had also vanished completely by this point, and along with it she also seemed to have lost her strength and vitality.

"D-don't wann'a be a burden... but I's feeling sort of weak," Daring whispered in what could only be called a ghostly voice. It sounded like her, true, but it was almost as if she wasn't all there anymore. 'Faded' seemed like an apt way to describe the voice of the explorer pony at this point. Celestia and Luna looked to one another worriedly, then to a wide eyed Twilight.

"Whatever that surge was can wait, Daring's health is far more important," the solar diarch decided. Both her sister and student nodded in full agreement with her. For the moment, it would have to wait, a life was potentially at stake. The three as such broke out into full gallop and made their way down the many halls and corridors of the tower. The halls seemed to lesson as they did and soon the three had to slide to a halt. Before them sat the Golden Door, however before that were two dragons, one massive, one somewhat 'small', and both fighting the other.

"Oh dear, it seems that our scaly friend from before found something else to play with," Celestia remarked with wide eyes. Twilight looking to her with an incredulous expression.

"You mean to tell me that Faust has Dragons living in her tower?" the little lavender mare exclaimed with an incredulous expression. Unfortunately, the little lavender mare's shout drew the attention of both dragons. The smaller dragon was wrapped around the neck of its much larger opponent, however both turned to look at the ponies. Celestia and Luna looked to a sheepish Twilight as both beasts narrowed their eyes on them. "Uhh, oops," Twilight offered sheepishly, at the stern looks of the two alicorns.

The dragons stared at the three ponies for a moment. Their eyes trailed back to each other a second later into a fierce glare. However a second later they looked back to the three interlopers darkly. They weren't really sure how they should react to this situation. They were in the middle of trying to prove their superiority to the other dragon, and now they had ponies watching them.

The Dragon King wanted to shout at them to go away so he could continue with his match against the behemoth. Meanwhile said massive Dragon wanted to stomp on them for invading the home of his ancient friend. The only thing keeping them from doing either was the fact they didn't want to chance their opponent attacking them. Thankfully, another distraction presented itself as both began to untangle themselves.

"Twilight!" The voice of Rarity cried as four of the other elements ran from a nearby hall and grasped the purple mare into a hug. "Oh darling we were so worried we would," the marshmallow mare started to say, only to turn and widen her eyes upon seeing the two nearby dragons. Both were glaring down at them, each highly irritated from the looks on their faces. "Umm, darling I see you've found the princesses, but who might your other friends be?" Rarity questioned, which drew the attention of the other mares to their massive 'guests'. "At least, I hope their friends of yours," the fashionista murmured quietly.

"Dragons!" Fluttershy shrieked. The butter yellow mare then shot behind Celestia and Luna and began shaking like a leaf. The others reactions were much more reserved, Rainbow gulping and paling as she looked at the big dragon. Pinkie chuckling nervously as she tried to shrink down to escape their gaze. Crunch however, the rock puppy merely yipped happily, which caused the big dragon to growl.

"Crunch," his voice rumbled out like an earthquake. The deep monstrous voice actually caused the floors to shake and the very little ponies to shiver.

"It... he can talk?" Luna questioned quietly.

"Well most dragons can Luna, it shouldn't be that surprising," Celestia whispered to her sister. However both princesses then backed up as the massive dragon leaned down towards them.

"I hope you know, these big things at the sides of my head," the dragon began while pointing to his pointed ears, "they do more than just frame face," the dragon rumbled darkly. The two chuckled nervously while backing away, eyes wide as the dragon scowled down at them. The other dragon blew out a bit of fire from his mouth before approaching as well, then reached out to pick up Daring by the back of her shirt.

"Here's a question, why do you have one of my subjects on your back?" the dragon king questioned with a frown. Rainbow's eyes widened when she saw the mare.

"Holy buck! That's Daring Do!" the prismatic pegasus exclaimed. The two dragons ignored the cyan mare, instead the big one narrowed his eyes on the weakened Daring.

"That's the pony who made off with Majesty's horseshoes," he growled out through a deep scowl.

"Ah, I thought you looked familiar, your Majesty's pet whelp," the dragon king noted mockingly, the large dragon's eyes flaring dangerously.

"Who are you calling a whelp worm," the massive dragon demanded with a snarl. The dragon king glared at the larger beast, both ignoring the ponies who had interrupted their earlier brawl. Celestia let out a sigh and approached both dragons cautiously. While it seemed that they were intelligent and likely wouldn't eat her, she still felt it would be smart to err on the side of caution.

"Pardon me," the pale pink princess began, gaining the attention of both dragons. "But what did you mean Daring is one of your subjects?" the solar alicorn asked curiously. The Dragon King snorted a bit of smoke and then nodded back to where the Golden Door rested.

"I rule the Realm of Legends within the Golden Door, she is one of my subjects because she came out of my kingdom," the dragon king replied curtly. Celestia blinked and then nodded in understanding, before a worried frown crossed her face.

"Then, might I ask why she looks as she does?" the solar alicorn questioned and yet it was the massive dragon who answered her query.

"Those who are but legends only truly exist within the Golden Door, if they leave it for too long their body withers and eventually dies," the massive dragon explained with a scowl. After all, he had rather intimate knowledge on such things. "Not only that, but if she dies here, her 'stories' books and whatnot will fade away until their is no trace left of her anywhere," the massive dragon added with a shrug. It was clear by the shocked looks on the ponies faces that they weren't sure what to think of that tidbit.

"Exactly right," Faust noted as she came from yet another hall, Light-Bringer and Applejack close behind her.

"Mother!" Luna declared before bounding over to the ancient alicorn. She rubbed into the ivory mare's side happily, Faust rolling her eyes and bringing a wing over the smaller pony.

"Hello Luna, you're looking well," Faust noted cheerfully, then looked to Celestia with a frown. "Celestia we really must have a talk about entering places your not supposed too," the ancient alicorn noted flatly. Celestia brought her ears flat against her head and looked anywhere but at the disappointed expression on the mares face. Sighing tiredly, Faust then began looking around before spotting Daring, and more importantly, the golden horseshoes. "Hey, I've been looking everywhere for those," she noted honestly and trotted over to the mare in the dragon kings grip.

"Faust," the dragon king stated with a nod.

"Drake," the ivory mare acknowledged in kind. The green dragon then lowered Daring down, Faust quickly removing the golden horseshoes from her before putting them on herself. The shoes instantly resizing for her much larger size while the dragon king held daring in one claw.

"So then," the massive dragon began with an amused grin, "Mother eh? so who's the lucky stallion I need to kill?" the massive dragon suddenly snickered out in question. Faust shot the dragon an annoyed look before shaking her head with a sigh.

"They're technically adopted," the ancient alicorn explained.

"Ah," the massive dragon noted with a nod, then actually smiled and lowered his head to meet her at eye level. Faust instantly hopped onto the bridge of the dragon's nose and grinned towards him. "I have to say Faust, you're certainly looking pretty good for an old nag," the dragon noted playfully. The said 'old nag' frowned and narrowed her eyes on the enormous drake.

"You too, although I think your ego is getting too large for your head," Faust responded with a smug smirk.

"Oh you cut me to the quick Faust," the massive dragon mocked dramatically, a claw brought to his chest. However the wide grin on its face did little to portray any kind of hurt. It was by this point that the elements, and even the princesses found themselves looking at Faust in confusion.

"Umm... what's going on here?" Rainbow questioned. Faust glanced back at the rainbow mare and the other equally confused mares and grinned widely. The ivory mare then cleared her throat, hopped from the dragons nose and landed with a flourish.

"Fillies and... gentle drakes," Faust began with slight snicker towards the dragon king. "May I present to you all my old assistant, Majesty's 'pet' dragon, Spike!" Faust declared while motioning to the massive magenta mountain of a dragon. Said beast smirked and waved a massive claw at the shocked speechless expressions on the mares faces.

"Charmed," he stated simply. The ponies were left speechless for far longer than Faust had imagined, Twilight finally coming out of it and looking at the dragon with wide eyes.

"S-so your n-name is, Spike?" she questioned shakily. The enormous drake raised a brow and glanced to Faust who snickered into one hoof. She then breathed out a breath and looked up at the massive dragon with a smirk.

"She has a little baby dragon named Spike as her 'number one assistant'," Faust explained with a grin. The large dragon grinned back at the ancient alicorn and laughed with a shake of his head.

"Aye my little pony, my name is Spike," the enormous drake replied. Twilight slowly nodded her head, then took a step back and stared at the massive dragon silently.

"Anyways, we should return to more pressing matters," Drake, the dragon king, noted sternly. Faust nodded in agreement as she schooled her features into a neutral expression.

"Exactly what do you want Drake?" the ancient alicorn questioned and the green dragon rolled his eyes.

"The same things I always want, a challenging battle," the dragon began then looked to daring worriedly, "and the continued safety and survival of my subjects," he stated with a nod. Faust smiled and rolled her eyes, before looking around, idly noting a shadow out of place but decided to act on it later.

"Then feel free to take her back to your realm, I won't stop you or let harm come to any of your subjects as always," the ancient alicorn stated and Drake nodded his head, then glared at Spike. The massive magenta dragon quickly returning the sentiment with equal ferocity.

"I also wish to note I will be coming back for a rematch with your pet," the dragon king stated mockingly. Spike's eyes narrowed dangerously but he was ignored as Drake retreated to the Golden Door with Daring. "Till next we meet Faust, take care," the dragon king stated and passed through the threshold of the golden door and into the realm of legends.

"I seriously don't like that guy," Spike growled out and Faust shot him a look.

"Oh quiet you, your no better than he is," the ancient alicorn admonished. The massive drake merely harrumphed and crossed his arms over his chest. "Now then," Faust began and turned back to the other ponies, only to stop when she saw Crunch. "Who the buck let Crunch out?!" She demanded with wide eyes. Fluttershy heard the alarm and fell into herself while Rarity quickly tried to defuse the situation.

"Um miss Faust, perhaps anger is not the best way to," she began only for Faust to shoot her a look.

"Quiet Rarity, that Rock Dog there is nothing but bad news, not only did he turn several of my friends into stone, he also tried to force a volcano to erupt and destroy all of Dream Valley!" Faust stated while glaring at the rock-puppy. Currently he was panting happily, his tongue lolling out of his mouth.

"What the buck? How does a puppy do all that?" Rainbow demanded in alarm. She'd assumed the rock puppy was harmless. After all, it'd done nothing but act like an ordinary puppy as far as she could see.

"He wasn't a puppy at the time," Spike replied with a frown, "Faust and the others actually used a spell to trap him in the body and mind of a puppy, rather than outright destroy him," the massive dragon finished with a shrug of his shoulders. That got the other ponies looking at the puppy with no small amount of surprise, until Fluttershy decided to speak up for the puppy.

"B-but he's so sweet and cute," the shy pony began then turned back to the ancient alicorn, "couldn't you j-just give him a good puppy-hood so he'd be nice when he's grown up," she pleaded desperately. Faust snorted and looked to an equally unamused Spike. The two then looked back to the butter yellow mare with deep frowns.

"Trust me, Fluttershy, without that spell he's actually very similar to a diamond dog," Faust stated, much to the shock of the other mares, "and there's also no rehabilitating a stubborn old rock-dog out of his ways," the ancient alicorn noted with a nod of her head. She then stopped, all of the unicorns and alicorns shuddering as a familiar surge of dark magic passed through each of them. "Alright, who the buck let out one of the ancient evils?" Faust questioned and the ponies shook their heads, denying any such action. However Spike then sniffed at the air and groaned while covering his noise with one claw.

"Does anyone else smell that stink?" the massive drake inquired curiously.

"I'm more worried about the feeling of necrotic magic in the air," Light-Bringer suddenly stated. It was the stallion finally speaking which drew the attention of the mares in the hall. Each had noticed him walking with Faust and Applejack but never really paid him much mind.

"Hey, who's this guy?" Rainbow questioned bluntly. Instantly Pinkie zipped over to the stallion and sniffed the air before waving a hoof in front of her face.

"He smells like a zompony," she noted, which made every pony else wonder how she knew what a zompony smelled. The pink mare then moved around the undead stallion and gagged, "a really old zompony too," Pinkie added with a nod. Luna and Celestia both glanced to one another and frowned. They could feel the necrotic magic coming off of the undead stallion quite easily. Though they both had to wonder how Pinkie could possibly identify an undead pony so easily.

"Er yes, well that aside perhaps we should allow the gentle colt to introduce himself," Rarity offered with a winning smile. The undead stallion gave a curt bow in marshmallow unicorn's direction. He then swept a hoof up and bowed his head in greeting to the other mares.

"My name was once Light-Bringer the Spell-Sword, I was once the protector of Mortis the Black," the undead stallion began, ignoring a wince from Pinkie. The party pony had heard about the four generals from Mort before. However she had hoped that all of them had found peace by now. Clearly, at least one of the generals was still alive, or 'undead' as the case truly was.

"Okay you've all met Light-Bringer," Faust suddenly interrupted and rubbed the side of her head with one hoof. "Now can we please focus on the fact that some ancient evil has been unleashed in my tower?" the ancient alicorn grumbled out, only to shoot back as a swirling vortex opened up from the ground. Faust carefully approached the portal with a frown, then looked inside. However the instant she did she swore and leaped up onto Spike's nose. "If you value your skin get up here now!" the mare screamed at the others frantically.

"But, what is it?" Twilight questioned, only to widen her eyes as a rotted grey hoof rose out of the portal. The moment she saw the hoof, Pinkie widened her eyes and rushed to grab Fluttershy and practically flew up and onto Spike's head. The pink party pony instantly started to hug Fluttershy for dear life with wide frightened eyes. Said magenta scaled beast raised a brow before glancing to Faust with his eyes.

"How did she just do that?" The massive drake questioned with a raised brow.

"You remember how you were never supposed to question the things Surprise did?" Faust asked the dragon flatly. He winced slightly but nodded his head with a somber expression. Truth be told he had had a crush on the white party pony back in his youth, her saving his life having played a part in it. "Well Pinkie is the same way," Faust explained with a frown. Spike looked like he wanted to know more, however a low moan sounded from the portal instead. A moment later the first 'thing' pulled its way free of the portal.

Its body was a blue grey in color, rotted and with dozens of gashes and open wounds discolored a sickly green. Its eyes were milky white with blindness, and its fur missing in patchy clumps. Its hooves, oddly enough, had holes in them which caused them to crack and break as it lumbered towards them slowly.

"Holy sweet mother of Celestia!" Rainbow exclaimed with wide eyes. "That's a bucking Zompony!" the mare declared while practically shaking in fear as more of the creatures slowly lumbered out of the portal. Light-Bringer widened his eyes as he saw more and more portals begin to open up all around them. He then narrowed his eyes, knowing that with his current cargo he couldn't risk attempting to confront such impossible odds.

"I suggest we follow the pink pony's example and leave the floor, the dragon's hide would be far too thick for them to chew or claw through, even in amassed numbers," Light-Bringer stated as he rushed over to Rarity, then 'winked' them both onto Spike's head. Luna and Celestia nodded before grabbing Rainbow and Applejack and followed the undead stallions lead. Twilight needed no further coaxing than the knowledge that her friends were all safe before she 'winked' onto the massive dragon's head as well.

Faust took only a moment to take a head count and ensure she had every pony. She idly noticed a certain black mare was attempting to hide in the junction of Spike's wings and shoulders, however had far more important things to worry about. "Alright Spike, get us the buck out of here!" Faust ordered urgently. The dragon needed no coaxing in this case as he then lunged out of the hall, the dozens of portals now spilling out hundreds of zomponies into the tower.

"M-mother, what is happening? Where are these things coming from?" Luna questioned as she saw more and more undead fill the tower. Celestia remained silent however was also curious as to what was happening. She was almost entirely certain that neither she nor Luna had touched anything which could cause something like this! Faust however glanced at her 'daughter' for only a moment before she bit her lip, a worried expression crossing her features.

"Only one thing could cause something like this," she admitted and began to nervously scratch her hoof into Spike's scales, "Some pony has let the Necronomicon out of its cage," the ivory mare stated flatly, the princesses widening their eyes at the decidedly disturbing bit of news. After all who would be fool enough to release the dreaded Necronomicon Ex-Mortis. It was a legend unto itself, and was also well known for it's own individual desires. Namely, a singular, and all encompassing desire to end all life without discrimination.

TBC...

Author's Note

First of all, I'm really sorry that I haven't gotten this chapter out sooner. Not only has real life decided to kick me in the teeth, but I've been catching up on my reading as well.

The passage that Umbra reads from the Necronomicon is a passage from the book taken from Lovecraft as a source. I thought that particular passage fit what was happening fairly well.

Also, to everyone whose guessed that the 'big' dragon was Spike, you were indeed correct. He certainly grew up different didn't he.

The Tower: Part4

The Tower Part 4

Army of Darkness

War-Helm felt exhilarated as he dashed down the corridors of the tower. The strange green portals and spilling out undead monsters were a welcome change of pace from his previous boredom. His fiery mane and tail blazed and seemingly lashed out at the monsters. His great flaming wings almost seemed to act as blades and slice through them. His horn was now a spear, impaling any of them foolish enough to stand before him. His massive metal hooves did the most damage however, trampling anything in his way.

In short, War-Helm was leaving a path of blood and destruction in his wake as he effortlessly tore through the zomponies. And he was loving every second of it!

His hooves crushed bones as he continued to trample the zomponies. His horn pierced both flesh and bone before he threw them into their fellows. His wings seemed to slice and sheer through the throngs of monstrous creatures. His burning crimson red eyes shown with a glee that would disturb even the most insane of ponies. Had he a mouth a grin most unseemly would likely be present across it. However he had no mouth, instead he released a whinny and reared back onto his hind hooves.

His fore hooves lashed out, knocking a Zompony down before he crushed it under his weight. His heavy iron armor was now all but glowing from the heat of his flames. The golden adornments seemed to hiss as they practically melted and reformed from the intensity of the heat coming from him. The voices in his head, they cheered and cried out joyously as he crushed yet another pony beneath his fore hooves. He then leaned forward and bucked a Zompony with enough force to knock it's head off and send it flying.

He had once been an earth pony, in a past he had practically forgotten. While he'd been very bad at being an earth pony, he still remembered some tricks. Earth Ponies couldn't use magic, so their ability to fight was... different, to say the very least. By different, he of course it was meant more 'hooves on'. Pegasi constantly used storm clouds to bomb enemies, or snatched them up and dropped them from great heights. Unicorns, well they were just cheaters with the wide verity of spells at their disposal. Alicorns, they were even worse than unicorns, however Faust had proved she could be an upfront fighter.

He should know, she'd managed to take him down without her illusions.

Regardless, War-Helm hadn't used Earth-Pony combat in many centuries. Even before his imprisonment it'd been useless as the majority of his enemies were unicorns, pegasi, or alicorns. Right now however, he was fighting what essentially equated to earth ponies. To be certain, a majority of the zomponies numbers were actually unicorns, but they didn't use magic. Even the rare few pegasi among the zompony horde didn't make any attempt to fly into the air. The fact most of their wings had been left rotted and useless a clear indication of why.

War-Helm shook his head and tore himself from his revelry. Much as he might like to lose himself in his memories, right now he wanted to destroy. The voices in his head agreed, even the normally soft voice wanted these creatures dead. For once, War-Helm's soul was in perfect harmony, and his ferocity and power were left unmatched. The false alicorn let out a snort of breath and lunged forward. A whinny echoed within his helm as he ripped through the masses of zomponies.

He soon lowered one shoulder and twisted into a spinning turn. Sparks shot from his hooves as they were ground into the marble floors. His wings opened and lashed out like blades against the zompony horde. The zomponies were cut or burned or shredded into bits by his surprisingly deadly wings. He came to a stop soon after, a snort passing alongside a tongue of flames from his snout. The false alicorn turned and looked to the still living zomponies with annoyance. What was worse was when those he'd torn apart, trampled, speared, and burned started to get back up.

They didn't stay down, twisted evil magic so vile it disgusted even him did not allow them to. Instead they crawled to one another and began to reassemble themselves. War-Helm felt his eyes narrow as a mass of flesh and bone began to rise. Now only vaguely pony shaped it and more closely resembled a 'centaur', like the dreaded Tirek of legend. War-Helm felt his eye twitch and his flames burn ever hotter. His anger rose alongside his annoyance with this turn of events. He wanted these worthless zomponies dead, the voices in his head wanted them dead. So why wouldn't they just die?

The horrid fleshy 'centaur' let out an odd sound like a mix between a groan and whinny. It lunged at him with surprising speed and yet War-Helm snorted a bit of flame. The 'false' alicorn gave his wings a sudden flap and shot up over the creature. The creature, it's motor skills sorely lacking, thus only rammed into the zompony horde. War-Helm landed in front of the horde and faced them. The 'centaur' had fallen on several of them and left a bloody mess in its path. 'Worthless,' the sudden thought echoed ominously in War-Helm's mind.

The creature got back up, several new wounds on its body all it had to show for its stupidity. It lunged forward once more, trampling its fellows as it approached the 'false' alicorn. War-Helm let out another snort and then bowed his head and charged. His blade like horn pierced the torso of the 'centaur' easily. It's flesh as still soft and weak like that of the other zomponies after all. It tried to harm him with useless hoof ended 'arms' on its torso. The 'false' alicorn merely turned his head and threw the beast to the ground almost effortlessly. 'Pathetic,' the voices within him snarled furiously.

The creature tried to rise up once more, however War-Helm did not wish to suffer its foolishness any longer. He gave a sudden beat of his wings and shot into the air. The 'false' alicorn then spun in the air, flames flowing from his mane and tail as he did. The flames soon formed a circle, and then a tornado of fire was born. The heat alone should've cooked all in its path, yet the winds pulled the zomponies and 'centaur' right to War-Helm. They were yanked off of the ground to the iron armored pony. Had he a mouth, he would actually have grinned at his next idea.

The 'false' alicorn then proceeded to buck each of the zomponies at their fellows. However due to his tornado each of them had been set aflame. Thus, each of the now flaming projectiles were shot from the flaming tornado directly into the throngs of zomponies. They were knocked over, they were set aflame as well, they were crushed and trampled. Yet still they refused to just die. War-Helm felt what little patience he had begin to wear thin with these annoying creatures. With a snort he bucked the 'centaur' into the throng of Zomponies and began to concentrate.

War-Helm felt his power and bunched it up within himself, he pulled it inwards. The tornado was pulled inward as well, shrinking down until it was a slender pipe. War-Helm then stopped completely and pulled that inwards as well. The flaming war-horse created a flaming sphere which hovered over the war-zone. The armored iron pony then launched himself into the ground. He landed on his hooves and yet with a great bang an explosion of fire was forced outward from his body. The heat was enough to scorch the halls of the tower several dozen feet in any direction.

War-Helm snorted and turned to leave the site of devastation. However a moment later there was a great sound. War-Helm turned and watched as a pillar of blackened magic began to spin and swirl. The great horrible tornado took up most of the passageway. The 'false' alicorn snorted and folded his wings into his sides. His eyes narrowed and he watched on silently the pieces began to form together again. Once they had a hideous roar / whinny echoed out from the tonado before a spear / blade sliced it open to reveal what the blackened magic had created.

Soon another 'centaur' rose up from the remains, only this one was even worse than the last. This one had four long thin legs ending in blackened hooves. Its body was at least twice the size of large earth-pony on average, with a heavily muscled build. It had no skin nor hair or coat of any kind and a strange torso rose from where its neck should be. Both of its arms were like blades or spears. A ponies head that was both nose-less and ear-less. While its single eye burned like red flame. However besides the obvious strangeness of its head, it also had a massive gaping maw filled with razor sharp teeth.

War-Helm felt his eyes widen for a moment, before a chuckle echoed in his helm. The creature scuffed a hoof across from him, an unbearable stench wafting from its body. Luckily for War-Helm, he couldn't smell this horrid beast. Instead he could only see it's body, however that had it's own amusement. The 'false' alicorn remembered old Coltic stories on the Orkhay islands about such a creature. His hoof began to tap as he recalled the tale, his eyes closed. The creature on the other hand, it let out a mix between a roar and a whinny then charged at War-Helm.

Oh, I'll tattle a tale that is terribly true,
started out as a rumor but suddenly grew.
And it deals with a man and a horse and a ring.
So settle on in and a song I shall sing.

War-Helm bobbed his head as he ducked to the side. The creature's long sharp arm just barely missed knocking his helm from his shoulders. The creature snarled and turned, its entire body turning as it skidded to a halt. With a snort and a roar the creature lunged at him once more. War-Helm couldn't control himself as his opened his eyes and lunged into a charge at the beast. It swung its arm at him once more, however he deftly avoided it. The two turned and skidded to a halt before lunging at one another yet again.

It happened one day in a ring by a farm,
something that tragically brought us much harm.
How could a place abundant with charm,
create such a beast with a spear for an arm.

War-Helm lowered his head into a bow and tried to ram into the creature with his horn. However the beast merely avoided its impalement by jumping over the iron armored pony. War-Helm skidded to a halt and turned to face the creature once more. However the skinned 'centaur' like beast was already upon him. It swung one of its blade / spear like arms down at him. However the iron armored pony jumped back into a flip out of the way. His wings opened soon after and he gently fell to the ground across from the beast.

On death destruction that is what ye' will get,
when he's coming for you and you're kilt you will wet,
and he's big and he's strong and it's plain to see,
that this is the Tale of the Nuckelavee...

War-Helm lunged at the creature once more, it let out a roar and did the same. This time it tried to trample the iron armored pony. However he quickly skidded to the side and galloped beside of it. The Nuckelavee tried to spear him with one of its arms. The iron armored pony merely avoided the attack by slowing his pace. The 'false' alicorn then came up on the other side of the Nuckelavee. He quickly shoved into its side in an attempt to knock it off of it's balance. However the Nuckelavee righted itself and swung both arms at him.

War-Helm slowed once more and moved behind the skinned 'centaur'. The Nuckelavee gave a roar / whinny and made to buck the surprised armored pony. War-Helm quickly slid forward, under the creature and jumped out in front of it. The black iron armored pony came out in mid air before it and bucked it in the chest. The Nuckelavee slid back a few paces and then let out another roar / whinny of fury. War-Helm merely rolled his eyes and continued on his path as the Nuckelavee began to catch up to him.

The tune of the song of old continued to echo in his ears as he galloped at full tilt. The Nuckelavee did so as well, both tearing through the towers halls. War-Helm soon saw another mass of Zomponies ahead and mentally grinned as he trampled through them. The Nuckelavee followed behind him, and trampled its fellows without thought or concern. War-Helm snorted and then swung his wings at the large 'centaur' like creature. The Nuckelavee easily avoided, yet was forced to trample a new path through the Zomponies.

War-Helm snorted and then superheated his armor. Zomponies in his way were burned and trampled by the iron-armored pony while the Nuckelavee pursued him. The creature sucked in a breath and then let loose a surge of evil plague from its massive gaping maw. War-Helm narrowed his eyes and moved to avoid the plague breath. The iron armored war-horse then turned cutting a swathe of zomponies down before skidding to a halt. The Nuckelavee slid to a halt as well, and both glared at one another.

War-Helm snorted and began to drag his hoof across the ground. The Nuckelavee hissed and began to drag its blade / spear like limbs across one another. War-Helm opened his wings and his body began to glow brightly with the heat of his flames. The Nuckelavee let out a roar / whinny and lunged forward with its arms spread apart. War-Helm lunged forward as well, his eyes burning bright crimson red. Flames trailed behind the metal stallion, while a horrible plague trailed behind the Nuckelavee.

War-Helm and the Nuckelavee approached one another, they eyes locked onto one another. War-Helms armor began to burn hot white, his every breath creating a tongue of flame from his nostrils. The Nuckelavee merely aimed its arms forward, a horrific plague seeming to wither all in its path and turn the halls a shade of grey. War-Helm opened and pointed his wings forward, flaming feathers aching to burn into the Nuckelavee. As one, War-Helm and the Nuckelavee jumped and lunged at one another. Also as one their attacks struck home against their enemy.

Bits of metal fell to the ground as War-Helm fell to the ground and then skidded into a heap. The Nuckelavee landed on its hooves. Its breathing deep and labored for a few moments before it fell backwards. Its extra torso slid off of its large pony shaped body and fell to the ground. Its pony like body followed suit moments later. War-Helm managed a chuckle as he then pushed his way to his hooves. He trotted over to the pieces of metal that the Nuckelavee had managed to knock loose and began to repair himself. Metal seemed to melt then reform into his body, and soon he was whole again.

Though he had to admit, he really hoped there were more of them. As if in answer to his mental plead, there was a sudden surge of necrotic power and horrid groans assaulted his ears. Turning quickly, War-Helm watched ten smaller tornadoes of black magic swirl into being. Mere moments later, and ten new Nuckelavee stood before him, each ready for battle. The iron armored pony blinked and stared at them. Part of him groaned as the beasts approached. Another wondered why there were so many. Finally, the last one ordered him to start tearing them apart.

Of course, he listened to the that last voice...

Faust mentally growled as she rode on Spike's head. The sheer number of undead being summoned was ridiculous. Given what they would have to fight it was understandable, but there were still far too many in her opinion. She clicked her tongue and glanced to the elements and princesses to make sure they were alright. They were holding on at least, and that was a good sign as far as she was concerned. 'Now how do I get rid of all these undead freaks?' the ancient alicorn wondered with a deep scowl set across her face.

"Mother, they are still coming!" Luna suddenly cried in alarm. Faust silently nodded, a stern expression on her face. Her eyes narrowed as more and more Zomponies rose out of portals or fell out of them. She saw that a great number of them were blue and partially frozen, while others were green and pruned. 'Some are from the frozen mountain, others the forsaken bogs, the book is pulling Mort's army from their resting places,' the ivory mare noted to herself with no small amount of anger welling within her.

'Calm down Faust, remember what happened last time you got angry,' the mare told herself with a shudder. Her last instance of anger hadn't ended well to say the least. If she was remembering correctly, she ended up casting the Burning Charm of such magnitude it was like she set off a miniature sun. Not only has a rather large room in the tower lost all its furnishings, but she hadn't been able to get the smell of charcoal, singed fur, and burnt hair out for years after. 'Although maybe that would be good in this instance,' she mused with a glance at the Zomponies.

'Then again, incinerated Zomponies would smell even worse than burnt hair charcoal and needing to regrow my coat mane and tail,' the mare admitted to herself. Besides that it was never a good idea to set Zomponies on fire, not only did it take forever for them to actually burn, but then you'd have flaming Zomponies chasing after you. 'The fact I can barely control that kind of explosion, and don't want the others hurt certainly helps,' she added internally.

"Mother, please tell us you have some way to stop these thing?" Luna pleaded from her side. Faust glanced to the young alicorn and mentally winced at the frightened look on her face. Luna wasn't often scared of much, but the ivory mare supposed the living dead was one of those things she didn't like. Then again, Luna literally had not combat magic to speak of that would really affect the undead. 'Unless I taught her the Cutting Charm,' Faust mused to herself with a tap of her chin. 'No, that one isn't effective on these kinds of Zomponies,' the mare decided with a shake of her head.

'If they were the kind from those 'Trotting Dead' comics, we could simply severe the spine with the cutting charm and thereby cripple them. Then we could take our time and simply smash their heads one at a time,' Faust noted with a frown, 'however these Zomponies have been reanimated with magic, simply targeting the brain or spinal column won't actually stop them, the magic in their bodies is what's actually forcing them to move, and it will keep them moving even without a head,' the ancient alicorn noted to herself with a deep frown.

"Mother!" Luna shouted to get the mare's attention. Faust blinked, shook her head and turned to the younger alicorn with a soft sigh.

"Unless some pony has a way of draining every Zompony here of all the magic keeping them moving, then not really," Faust replied bluntly.

"Why would magic be involved with Zomponies? Don't you just buck 'em in the head to stop 'em?" Rainbow Dash asked the older mare curiously. Faust brought a hoof to her face with a groan while Pinkie shook her head and answered for her.

"Those 'Trotting Dead' Zomponies are different to these Dashie, these you can't just remove their heads to stop them, you have to find their source and take it out instead," the pink party pony replied. Celestia's ears flicked her way at the explanation and she hopped over to Faust.

"Actually, that wouldn't stop them," the ivory alicorn noted with a frown.

"What?" Pinkie questioned with wide eyes. Being the only resident 'expert' on death, she had more or less assumed she could name off how to stop these things. The idea that they couldn't be stopped in the way she'd learned from her uncle Mort was... worrying, to say the very least.

"These creatures are saturated in necrotic magic, have been for centuries, as such closing the book wouldn't stop them," Faust explained with a frown. She then rubbed her chin and thought of the other ways they could stop them. "However silver naturally nullifies necrotic magic, it could be used to hurt them, and healing magic could as well," the ancient alicorn noted to herself. Twilight blinked and then looked to the ivory mare with a confused expression.

"How would healing magic hurt them?" she asked curiously. Pinkie chose to answer for Faust instead.

"Healing Magic and Necrotic Magic work on opposite wave lengths. So they basically cancel each other out," the pink party pony explained cheerfully. Twilight made an oh with her mouth and then gulped.

"That's nice to know, but I only know some basic healing magic," Twilight stated worriedly. Faust glanced to Celestia and Luna, however the two scuffed their hooves and looked away from the older mare.

"We never saw any reason to learn healing magic, we're practically immortal," Celestia admitted sheepishly. Faust groaned and brought a hoof to her face, then looked to Rarity.

"Err, I'm sorry but I only know enough to heal cuts and scrapes," the marshmallow mare admitted. Faust blew a sudden breath into her bangs and then snorted.

"Wonderful, and the only kind of healing magic I know is glyph based," Faust grumbled out irritably. Spike chuckled in response and glanced to the mare on his snout. The action caused the ponies riding him to shake and nearly fall off, while Faust shot him a look. "Is there something you find amusing?" the ancient alicorn demanded of the massive dragon. He chuckled once more, the rumbling sound and vibrations shaking the ponies on his back once more.

"You really should've taken Majesty's advise and learned more spells," the great dragon noted with a very condescending tone. Faust snorted and struck the dragon on his snout with her hooves. He merely smirked as he barely felt the tiny hit on his armored scales. "Aw, was that supposed to hurt?" the great beast questioned mockingly. However his eyes then widened as he saw Faust's eye twitch. "Wait, don't do anything rash!" the massive dragon tried to plead with his old taskmaster.

Faust merely smirked as a great force seemed to slam into him. The force of which was enough to knock him down and crush the Zomponies beneath him. The ponies however yelped and fell over, sprawled out save for Faust. The said mare was snickering despite the situation as every pony, and dragon, got back up. Spike groaned lightly and rose back to his paws, then shook his head. The ponies yelped as they were jostled about, all save for a strangely stationary Faust. "Okay I might've deserved that," Spike admitted with a frown. Faust merely nodded her head.

Letting out a grunt Spike continued on his way through the tower once more. However as he made his way down the corridors a sudden thought came to mind. "Just where the buck am I going anyways?" he questioned with a frown. Faust hummed in thought for a moment, before a sudden memory prickled at the back of her mind.

"The Simulacrum Chamber, its lined with iron and should be large enough to house us," Faust replied. Spike mutely nodded his head, having aided in building the tower and lived with the mare for many millennia he could guess what her plan was.

"Right then, hang on!" the great dragon cried out. The ponies did as bade, grabbing anything they could as the massive dragon lunged through the tower. Zomponies were crushed by his claws and slammed to either side by his tail. Faust however watched the undead with clear unease. They weren't acting as they had when Mort invaded Dream Valley. The Necronomicon clearly had a different way of doing things. However she had at least assumed that it'd be similar to what he had done back in the old days.

'The book must be using my magic to inspire it and become more creative with its troops,' the ancient alicorn mused sourly. It was times like this she wished she had a vent for all the magic she put out. True, none of her enemies had ever managed to get into the tower and use it like the Necronomicon was. But it'd at least be nice to have a way to get rid of all the stagnant magic in her tower.

"Mother, something is happening behind us," Luna stated with wide eyes. Faust shook her head and trotted onto Spike's head to see what was going on. Her eyes then widened when she saw a tornado of blackened magic absorbing all of the fallen undead. The tornado was centered by an eerie glowing red light that seemed to pulse ominously. 'Oh that just can't be good,' Faust thought to herself with a slight grimace.

"What is that?" Twilight questioned while looking from Pinkie, to Celestia, and then to Faust. Strangely all three were stumped for once, having never encountered such a situation before.

"Twilight, to be honest with you, I have no bucking clue what that is," Pinkie admitted worriedly. She was technically an expert on most kinds of undead. You didn't hang around with Mort without picking up a few things after all. However, she also admitted her experience was limited to stories, not actual undead.

"So does any pony else have an idea?" Twilight questioned of the others, specifically Light-Bringer. The said icy stallion was glaring dangerously at the insidious maelstrom as bodies began to rise and become a part of it. He then grunted and trotted over to Fluttershy, the yellow mare shaking and clutching Crunch tightly. The rock-dog merely sat happily in her grasp occasionally licking her with a rocky tongue. A second later the tornado seemed to seep away and reveal just what had been created.

"Holy bucking Celestia!" Rainbow exclaimed while rearing back in fright. A massive ball floated towards them, hundreds, if not thousands of undead ponies making up its mass. The bodies seemed to be locked together by magic, while an ominous hole was left out of the center to reveal a massive red eye.

"That is possibly the most horrifying thing I've ever seen," Rarity admitted from Fluttershy's side. The butter yellow mare in question just gave off a tiny squeak of fear as the sphere of flesh approached with surprising speed.

"A Legion," Light-Bringer noted darkly. Twilight and Faust both looked to the undead stallion warily.

"Legion?" Both mares questioned. The undead stallion merely nodded his head with narrowed eyes.

"We are Legion, for we are many," Light-Bringer began ominously, "A Legion is a massive collective of undead controlled by a singular brain at its center. They fight and think as one and were nearly uncontrollable. We never tried to create a Legion because they would be too dangerous," the undead stallion explained briskly. He then twisted his head around on his neck until he could look behind himself. Fluttershy let out a yelp / shriek as he then picked his saddlebags from his back and righted his head on his neck.

"Milady," the undead stallion started and bowed with a look to Fluttershy, "I ask that you look after these in my stead," the undead unicorn pleaded courteously. The butter yellow mare blushed for a moment and scuffed a hoof idly. Crunch merely tilted his head slightly while panting heavily.

"U-um, okay," the little mare replied quietly. With a nod of his head, Light-Bringer placed his saddlebags onto the little mares back and turned away. "But um, if it's not too much trouble, what's inside them?" the willowy mare questioned curiously. Light-Bringer merely glanced at her from the corner of his eye, and answered as he trotted away.

"Perhaps a bright new future for a lost race," the icy unicorn replied as he trotted to Faust's side. "I shall hold the Legion off for as long as I can. If I can destroy its brain, the undead linked to it will die as well," the undead stallion stated. Faust merely nodded her head as the icy stallion then lunged forward and jumped off of Spike's body to the ground below.

"Just don't get yourself killed too soon tiny," Spike called out to Light-Bringer with a smirk. The undead stallion rolled his eyes and shot the dragon a flat look.

"You seem to have forgotten that I'm already dead," Light-Bringer replied flatly. The dragon merely chuckled and lunged off into the tower. Thus the stallion turned and glared at the Legion as it approached him. He formed several dozen icy blades around his body as several zomponies fell from the Legion. He cracked his neck, their approach was as slow and sluggish as ever. It gave a certain ebony mare more than enough time to form at his side. "You shouldn't follow me," he stated coldly.

Nightmare merely rolled her eyes. "We shall do whatever we wish, peasant," the mare in the moon stated simply. "Had thee nary decided to face this creature, we wouldn't need to assist thee," she added in a matter of fact way. Light-Bringer merely raised a brow and gave her a look.

"I'm undead, they would more or less ignore me as I attack them," he stated flatly, "You on the other hoof, are little better than a target," the icy undead stallion grumbled out angrily. The dark mare blinked and actually blushed as a result. She hadn't exactly considered that when she had decided to assist the stallion.

"Err, perhaps we were hasty in our decision," she admitted sheepishly. Light-Bringer snorted and turned back to the Legion as it continued it's approach. More Zomponies were falling from its whole, moving far faster than those which had not been a part of it. "Prithee sir knight, hath thee a plan?" Nightmare asked the undead stallion with a frown. The icy undead stallion mentally sighed. He then glanced at their surroundings to ascertain if they had any kind of terrain advantages. He was thus more than displeased to find all the halls were flat and thus gave more of an advantage to the Legion.

With a click of his tongue the ancient icy stallion quickly decided on what his plan of action would be. "Live long enough for Faust to deal with them," he finally replied bluntly. Nightmare nearly fell over at his answer. She then turned to the undead stallion and looked at him aghast.

"Certainly thou hath a better plan than that!" she pleaded of the stallion desperately. He merely shrugged and then started to shoot blades at the zomponies as they approached them. Growling in her throat, Nightmare formed a bit of ebony magic along her horn. "Very well, enough talk!" she declared and reared back. Then with a twist of her neck she sent a blade of shadows through the zomponies. The massive magical ark of shadows mowed down numerous zomponies, slicing through flesh and bone with surprising ease.

Light-Bringer raised a brow as he bore witness to the impressive assault. As of yet he had yet to see any of the modern ponies fight with such tenacity. True, he had a feeling Nightmare was old, but compared to him she was still just a filly. A modern filly as well, which didn't really say much for her combat ability. Regardless, he had something he needed to accomplish. He thus turned from the mare and narrowed his eyes on the Zompony hoard. Letting out a snort and dragging a hoof along the ground, Light-Bringer then lunged into the fray in a full gallop.

"Have at thee!" he roared and lunged into the fray...

Further into the tower, Spike continued to make his way towards the simulacrum chamber. His eyes darted here and there as more and more Zomponies fell through or crawled up from portals. 'I really wanna find this 'necronomicon' book and torch it,' the ancient dragon decided with a frown. True, he disliked most books anyways, but he found he really really disliked this particular book.

Meanwhile, Faust continued to keep a constant vigil from Spike's head. She glanced here and there to take note of the situation. She clicked her tongue as she realized that the tower had seemingly made near endless hallways to contain the majority of undead. 'Clever, its making sure they can't find cover or surprise us, the few turns aren't sharp either,' the ancient alicorn noted to herself. She also made a note that the undead swarms were being supplemented more and more often with new undead.

'The Necronomicon is probably using my magic to enhance its creativity and make new undead,' the mare decided with a frown. Unfortunately, this wasn't the first time a villain had done that either. With a shake of her head she noted what looked like Skeletons walking around now, several with arrow filled quivers and bows. A smaller number of a different kind of skeleton also walked around, this one in armor with a floating sword next to it. Thankfully their current position on Spike's head made them a near impossible target.

"Are we really just gonna let him fight that thing alone?" Rainbow dash demanded of the present alicorns. Celestia and Luna merely looked to Faust for her decision. This was her tower after all, they had no right to 'call the shots' as it were. Especially considering how abysmal their early decisions within the tower had been for every pony.

"Light-Bringer is already undead, he has a better chance of surviving against that thing than any pony else," Faust finally replied. She also took note that they were short one ebony colored alicorn and mentally smirked. 'Besides, he's not totally alone,' the ancient alicorn thought to herself. Unfortunately, her declaration didn't abate the worry of the other ponies.

"But he's fightin' somethin' bigger 'en most dragons!" Applejack shouted with wide eyes. She knew she could be stubborn, but attacking something the size of that 'Legion' was just insane! Faust grunted and turned to shoot Applejack and Rainbow both a look. She was well aware of the 'Legions' size, she also knew it seemed like a very one sided fight. However, she also knew that Light-Bringer was not a pony you underestimated. His time as a guard had been filled with a great deal of one sided fights since he'd lived in the outer territories.

Though if she were honest with herself, Faust would find this rather endearing. They'd known Light-Bringer less than an hour and were already worried for him as if he were a friend. It almost reminded her of her own time in Dream-Valley, back before Mort at least. Back when they worked and played together and fought together when the times called for it. The thought brought a pleasant warmth to her chest. Yet she also knew that for the time being such thoughts were best left for another time.

"I know Jackie," Faust replied with a sigh. "However, I also trust Light-Bringer will be alright," the ancient alicorn noted with a small smile.

"And that's supposed to be enough?" Rainbow demanded of the mare. Faust merely smirked and looked her way, her eyes twinkling madly.

"You'd be surprised how far a little faith can go," the ivory mare stated with a nod. However the ponies then yelped as Spike suddenly shook his head. They all fell over, save for a smirking Faust, then glared at the great beast. Said dragon merely snorted a tongue of flame and narrowed his eyes.

"Would you all shut up about tiny, he'll be fine," Spike shouted at the ponies in annoyance. "I'm more concerned about what that stupid book will throw at us next," the massive dragon grumbled out. Faust instantly sobered and nodded her head in agreement with the elder dragon. Much as she hated to admit it, the Necronomicon had an absurd number of undead to throw at them. There really was just no telling what it might send at them next.

"Not to be the bearer of bad news darlings, be we seem to be running out of hallway," Rarity suddenly declared. Faust grimaced and looked up to see a dead end coming there way. 'Ugh, that joke is way too corny, even for me,' the ancient alicorn thought with a frown. However she also noticed that there was a familiar door on the wall and smiled.

"Oh thank you sun and stars, that's the simulacrum chamber," the ivory mare noted with a sigh of relief.

"Huzza!!" Luna cheered happily. Faust glanced at Luna, then looked to Celestia with a raised brow. Said solar diarch merely groaned and brought a hoof to her face.

"Uh, anyways," Faust began with a frown, "we had better get down and into the chamber quickly, it's lined with iron so we shouldn't have any undead popping inside for the time being," Faust explained quickly.

"Why is it lined with iron?" Twilight questioned curiously. Faust merely grunted and shot the little lavender mare a flat look.

"I'll explain once every pony is safely inside," the ancient alicorn stated flatly. Twilight chuckled nervously and nodded her head in understanding. A moment later, Spike slid to a halt before the door and crouched down so that the ponies could get off of his head. One by one the ponies quickly leaped to the ground below. Faust stayed back on Spike's muzzle to keep an eye out for Zomponies. Spike himself merely smirked as the last of the ponies leaped down.

"Last stop, simulacrum chamber, please remove all luggage before you leave the dragon," Spike crowed. Faust shot the dragon a look. She wasn't annoyed though, Spike could see the ghost of a smile on her muzzle. That was enough to get a full grin to cross Spike's face. However he then turned as a deep rumble shook the ground. His eyes narrowed as a massive portal opened up behind them.

"Oh what fresh new slice of Tartarus is this then?" Faust wondered pitifully. Spike however payed her no mind as his eyes narrowed and his nostrils flared. His instincts suddenly kicked in and warned of an intruder in his territory. Spike narrowed his eyes at the feeling. For he knew that a dragons instincts were rather specific. A pony couldn't 'intrude' on territory because they were tiny. Far as his instincts were concerned so long as they didn't take anything, unlike Daring, they didn't exist. This meant only one thing, whatever was coming, it was big.

"Faust, get moving," Spike growled, his eyes narrowed and pupils dilated, "I'll handle this one." The ivory mare looked to the great beast for only a moment before she gave a stiff nod. She then leaped off of his head and flew to the ground below. Spike then rose back to his full height just as a bony dragonic claw rose out of the portal.

"Spike, just... please be careful," Faust pleaded worriedly. The ancient dragon blinked for only a moment before a grin stretched across his face. His eyes turned downward to regard the miniscule mare with amusement dancing in their depths.

"Sure thing slave-driver," he quipped humorously. Faust shot the dragon a look, still almost smiling at him though he was practically insulting her.

"Please, you need a slave-driver just to wake your lazy butt up," the ivory mare quipped back. Both dragon and pony seemed to smile despite their insults, then turned as a deep guttural groan / moan rumbled from the nearby portal.

"Mother we must make haste!" Luna suddenly cried out from the door to the simulacrum chamber. Faust looked back and nodded to the lunar diarch. With a final glance back to one of her oldest friends, the ivory mare galloped to the chamber and ushered the other ponies inside. Once they were all inside she lit her horn and concentrated on a spell. Faust then moved her hoof around the floor in front of the door to create a ward against undead. Finished with that, the ivory mare quickly moved inside as well, leaving Spike alone with the bone-dragon.

Once all the ponies were gone, Spike grinned and turned to the bone-dragon with a grin. The horrible creature pulled its way out of the ground and stood across from Spike. Skeletons and zombies marched forward behind it, yet Spike focused only on the larger threat. His great scales could ward off any attack from the miniscule zomponies, he was far more concerned with the bone-dragon. 'Forced to move even after death,' Spike mused as he watched the bone-dragon approach. 'Even lord Tirek was never this cruel,' the ancient dragon noted to himself.

Spike gave a snort of hot air from his nose and glared at the approaching horde. No matter how much he felt sorry for, or pitied these creatures, they threatened his last friend. Faust may have been a slave driver, not to mention they often picked on and insulted each-other for fun, but she was still his friend. "Alright you ugly sack of bones! Let me show you what a real dragon can do!" the great beast roared. The bone dragon roared as well, a horrid hollow sound that echoed out against the towers halls.

The two great beasts lunged at one another as one, and a titanic battle between titans began...

Faust let out a sigh as the door to the simulacrum chamber closed behind her. 'Be safe Spike,' she thought worriedly then turned to the other ponies. Some of them like Twilight and Celestia, were looking with interest to bits and pieces of the simulacrums. While others were staring out into the chamber, looks of shock or even horror on their faces. 'Right, I forgot how bad this room could be,' Faust admitted with a shiver as she took a moment to look around herself.

The room was actually rather nondescript despite its size, being large with dozens of tables and devices around it. The tables and devices held dozens of eerie objects, some appearing like the body parts of a pony. Others looked like simple parts from puppets. Still more were mechanized devices that many of the ponies could hardly see the point of. Faust however knew more about the bits and bobs than most. Yet it made this room even more ominous to her than it did to those who knew nothing about them.

The 'Simulacrum Chamber' was a large room which held dozens if not hundreds of dismantled simulacrums. A simulacrum for the most part was just supposed to be a 'living doll' able to follow basic commands. Unfortunately that wasn't always a case, a simulacrum wasn't so cut in dry in its appearance either. Some were but simple puppets made to resemble ponies only to the barest extent. While others were far more elaborate, looking almost lifelike in appearance. However, the horrifying thing was how they had all been dismantled and left scattered about the room in bits and pieces.

"M-miss Faust," Fluttershy called timidly. The ancient alicorn turned to the butter yellow mare and raised a brow. "U-um, well, do you think Spike will b-be okay?" the little pegasus questioned worriedly. Faust sighed and turned to regard the door leading outside with a worried glance.

"I certainly hope so," she finally replied. Luna scoffed and trotted to the two, a look on her face.

"Verily mother, thou should have more faith in thy friend, he hath survived eons, certainly a skeleton cannot defeat him," the lunar alicorn declared with a nod. Faust gave the younger alicorn a look before turning back to Fluttershy with a smile.

"In any case, thank you for worrying Fluttershy, I know you don't do well around large dragons like Spike," the ivory mare offered cheerfully. The little mare blushed lightly and hugged Crunch tight to her chest once more. The sight of the rock dog caused Faust a frown, yet she turned at a curious sound. Faust thus found Twilight tapping her chin and recording several things in a note-pad with Celestia at her side. However the other elements were spreading all around and examining the many curious things the chamber contained.

"What's all this then?" Applejack questioned with a shiver. She had found herself staring at several glass eyes and what she hoped was a fake leg. She hoped so because it looked far too real for her tastes if it was. Though she could admit it'd be nice for ponies to have a chance to walk again, seeing one just lying around was right creepy.

"Ugh, darling, I know you like to collect and record, but do you really need to collect such ghastly things?" Rarity questioned while looking at a series of fake heads on a nearby table in various states of disrepair. Some of them were missing eyes, others teeth, still more were missing large chunks of their skulls. She had no idea what any of them where, she just knew that they were eerie.

"Buck those, what is this thing?" Rainbow all but demanded. She stared at what appeared like a pony, its limbs suspended by dozens of wires in a large frame. Metal attachments had also been sealed around each hoof as well as its neck to hold it spread eagle. Its torso had been split open to reveal dozens of cogs, gears, springs and wires. There was also a large hole in its chest with a metal frame, almost at the exact position for where its heart would be.

"Holy sweet Celestia," Pinkie cried and zipped over to the suspended pony. Her eyes went wide and her mouth opened as she took in the simulacrum with a more scrutiny. The 'pony' in question appeared to be an earth pony mare, with a stylized silhouette of a heart cut out of its flank to reveal cogs and gears beneath. Its pelt was pale white with black hooves, a black diamond marking on the bridge of its muzzle that was cut by a white X to make four smaller diamonds, and a wavy black and white striped mane and tail. "Its Bloodstone Mary!" the pink party pony exclaimed.

Celestia and Luna seemed to pale at the news, both moving as far away from the eerie 'pony' as they could, which just so happened to be behind Faust.

"Who?" Twilight questioned with a look to Pinkie and Faust. The ancient alicorn rolled her eyes and trotted forward.

"Bloodstone Mary, real name 'Marionette', also known as 'Bloody Mary', 'the puppet pony', and 'the living doll'," Faust replied curtly. The mention of the name 'Bloody Mary' caused Rainbow Dash to snort and then snicker into her hoof.

"Bloody Mary, really?" the prismatic pegasus asked humorously. Faust stiffly nodded her head, her eyes locked in a heated glare on the simulacrum. Suddenly realizing the severity of the name, Rainbow shifted uncomfortably and turned to Pinkie. "So Pinks, what did Mary here do that was so bad?" the cyan mare asked curiously. She then bore witness to Pinkie looking nervously at the puppet pony.

"Well, Faustie could probably tell the story better than me," Pinkie replied with a knowing look to the said mare. Faust merely nodded her head and closed her eyes with a sigh.

"Well it's kind of a long depressing and scary story if, but here goes. Marionette was made by a toy-maker a long time ago, an earth-pony toy-maker. His creations were so great and grand that the ponies said no one could match his skill or his craft. A unicorn lord despised him as a result, believing only a unicorn could make marvels of such make. He called on the earth-pony and ordered him to make a device as alive as a pony. The toy maker made a great many devices and toys, yet with each new marvel the lords fury grew," the ancient alicorn began as the ponies gathered around her.

"He scoffed and he sneered at each one, each more impressive than the last. Finally, the toy-maker procured a spectra crystal and used all his skill to make the most lifelike simulacrum ever built. He poured all his skill and love into his final creation. His masterpiece and true gift to the world. Its body was streamlined and flawless, its coat and hair almost real, its eyes lively, and its face could even move. It stood and moved on its own and it could even talk. He named her Marionette, and with the crystal it even had a heart so she could feel,"

"He led Marionette to the lord to prove his craft, so that he could finally gain the recognition he so deserved. The Lord was shocked when he beheld Marionette. So lifelike and real on the outside yet also cold and mechanical inside. The heart shaped hole in her flank showing the gears within and proving to him she was not a real mare. Surely he could never see a more marvelous creation. Yet his pride and his fury at such skill in the unworthy hooves of an earth pony angered him. He scoffed and sneered and declared Marionette a fraud, saying she was a real pony, not a fake,"

"The toy-maker tried to explain yet the lord would not listen and had him thrown out as a charlatan. The toy-maker and Marionette journeyed back to his home. News spread of what happened and ponies never went to him again. The toy-maker, the greatest to ever live, lost his confidence, his livelihood, and his friends. All but Marionette abandoned him, and she tried to be all he'd need. But it was for naught, and soon he faded away. Marionette was left all alone, and when her father died her heart was broken. Any pony would fade as he did, but not Mary, for she wasn't a pony at all,"

"Although beautiful on the outside, and bearing a kind and loving heart, she could just as easily hate. Which is why she felt anger, she felt blinding boiling rage, it was a feeling far stronger than she ever had before. Hurt and angry, Marionette wandered into the night. Her hooves carried her to the home of the lord, and her desires became clear. To hurt the one who caused her fathers death and make him know pain as well. She hurt the lord, scarred his face and snapped off his horn, then stole the spectral shard inside. Finished she dragged the lord out to the streets and left him alone,"

"Come dawn the ponies went about their daily lives, til guards searched for the lord. Several times they passed him by, until eventually he was forgotten. A new kinder lord took his place while the cruel lord wandered out into the world. As for Mary, well there are many stories of what happened next. In some tails she shed a million tears for her father and finally wasted away. Others say she continued her horrible game, hunting down prideful arrogant unicorns and snapping off their horns. Another says an alicorn came in the dead of the night scooped her up and took her away," Faust continued ominously.

"All any pony really knows, is that Mary garnered herself a new name, Bloody Mary, that day..." Faust finished and regarded the little ponies around her. The two present unicorns looked pale, Rarity paler than normal, while Celestia and Luna looked about the same. Fluttershy merely seemed frightened and was almost hiding behind Crunch while staring at the simulacrum fearfully. Applejack and Pinkie, well it seemed that the apple-mare was trying to figure out how she felt, while Pinkie just looked at Mary uncomfortably. Finally, Rainbow was looking at 'Mary' with wide eyes.

"Holy buck," she whispered then turned to Faust, "do you have anything in this tower that isn't ancient and evil?" she demanded with her mouth agape. The ancient alicorn blushed lightly and chuckled under her breath. She hated to admit it but sometimes it did seem like all she had in her tower were the most evil things imaginable...

"Well, there's me and Spike, as well as a few things here and there that aren't outright evil," the ivory mare replied.

"Okay, but perhaps you could tell us a story without ancient evil in it, I wouldn't mind a bit of sleep and don't want that story to be fresh on my mind," Rarity pleaded desperately. Faust idly nodded her head and then tapped her chin and considered what she could tell the ponies.

"Perhaps you could tell one of the stories of your friends, or even Spike," Celestia suddenly suggested. Faust blinked and then nodded her head with a smile. Taking a deep breath the ancient alicorn thought for only a moment before smirking when a story came to mind.

"Alright, I'll tell you the story of how Spike met one of the most random ponies I've ever known," the ivory mare replied.

"Who?" the ponies questioned and Faust took a deep breath.

"SURPRISE!" She cried out loudly. The elements gave a yelp and nearly leaped out of their skins, the three alicorns simply snickering instead. Huffing Rainbow dropped back down and gave Faust an annoyed look.

"Why'd you do that?" the cyan mare grumbled irritably. With a roll of her eyes Faust smiled brightly to the pegasus mare.

"My friends name was Surprise, and she used to do that to me and our other friends all the time," Faust replied with a shrug. She then cleared her throat and closed her eyes as she thought back to her old friends. "Once upon a time in a place called 'Ponyland'," Faust began, only to stop when Twilight groaned.

"You called this place Ponyland?" the little lavender unicorn questioned incredulously. Faust frowned for a moment, then rolled her eyes and blew a breath into her bangs.

"Yes, now let me tell the story," Faust grumbled. Twilight and the others were silent as the ancient alicorn then let out a sigh and returned to her story. "Once upon a time, in a place called 'Ponyland' there lived a baby dragon named Spike. This little dragon was pet to Princess Majesty and lived with her in Dream Castle. Unfortunately he was a mischievous and tricky little fellow. No matter where he went it seemed like he'd always get into trouble. One day he noticed the hot air balloon used by the ponies of Dream Castle to reach their friends in Paradise Estate, and had a sudden idea..." the ancient alicorn began.

"No Spike, you can't take the balloon to Paradise Estate to visit Sparkler," a significantly younger Faust growled at the baby dragon. She was currently checking on Majesty's hot air balloon, ensuring that nothing was amiss. She had been charged with its care as well as that of the library within Dream Castle.

"Oh c'mon Faust I'm bored!" Spike exclaimed dramatically. The little baby dragon had little to amuse himself around Dream Castle. Besides the occasional evil villain popping out of the wood-work, Dream Castle and Ponyland in general were quite peaceful and dull. Unfortunately, for a baby dragon dull was the last thing they wanted. Faust on the other hand just didn't care about what the dragon wanted. Her eye twitched as she tried to check the ropes holding the balloon to the basket, then turned to Spike with a scowl.

"Then go read a book!" the off white unicorn shouted at the baby dragon. Spike merely scoffed and crossed his arms over his chest.

"Reading is boring, I wanna do something exciting and dangerous!" the baby dragon declared with a sparkle to his eyes. Faust merely frowned and rolled her eyes, then looked at the baby dragon expectantly.

"And visiting Sparkler is dangerous or exciting how?" she questioned bluntly. The baby dragon blinked then shrugged his shoulders. He could admit that the ponies of Paradise Estate were no more exciting than those at Dream Castle. Actually when he thought about it, the ones living at Dream Castle were actually more exciting...

"Well it isn't, but I could at least get a few gems from her," Spike admitted. Faust snorted and shook her head, idly turning back to her work.

"Princess Majesty has put you on a diet Spike, you're getting pudgy from all the gems and sweets," Faust stated pointedly. The baby dragon groaned and sat down with his arms and legs crossed. An scowl crossed his face and he glared at the balloon where Faust worked.

"What does it matter if I get pudgy, I'm supposed to be a 'pampered pet' aren't I," the baby dragon grumbled irritably. Faust merely sighed and looked out from the basket to the baby dragon.

"Spike I know you hate ponies calling you a pet, but it's just until every one else gets used to you," Faust replied and then ducked back into the basket. Spike harrumphed and snorted a tongue of bright golden flame from his nose in response. As far as he was concerned the ponies of Dream Castle were plenty used to him. It was only because he didn't visit Paradise Estate too often that they weren't used to him as well.

"Well how can any of the ponies up there get used to me if I'm never around?" Spike demanded while pointing a claw up to where Paradise Estate was. Letting out a sigh Faust merely continued her inspection as she replied to the magenta lizard.

"Spike we don't go up there much because next to nothing happens up there, if more happened we'd be there every day," the off-white mare noted pointedly.

"Well then I'm gonna go find Twilight and wish for stuff to start happening at Paradise Estate," the baby dragon grumbled under his breath. Faust grunted and then hopped out of the basket to give her young charge a look.

"Spike don't even joke about that, you know Twilight can't control herself whenever someone makes a wish," the off-white mare stated seriously. Spike shrugged, but nodded his head all the same. Twilight's talent / gift was well known and had caused quite a few problems for them. Wishes being granted at random whenever she was in the area was only one of the many trials that they had had to deal with. It wouldn't be so bad if it weren't for how often some of those wishes managed to go awry.

"Yeah yeah, I know," the baby dragon replied with a sigh. Faust shook her head and then leaned down to scoop Spike onto her back with a smirk. The baby dragon, while a bit on the pudgy side, wasn't so heavy that she couldn't carry him. It also didn't hurt that Majesty considered it 'endurance training' for some reason. The unicorn princess of Dream Castle apparently believed in being strong in both body and mind.

"Good, now lets go you have your own training. I think today Majesty wants to see how far you can breathe fire," Faust noted aloud. Spike's eyes seemed to sparkle and he grinned at the news. While he was treated by most ponies, for the most part, as a pet, Majesty still treated him like a dragon. Which meant she allowed him to indulge, within reason, in all things that dragons were supposed too. Besides feeding him gems she had allowed him to gather a relatively small horde which he had kept in a basket he slept on at night.

"Cool, I wonder if I'll finally break the six hoof margin," the little dragon hoped. Faust merely rolled her eyes and trotted into Dream Castle to find her mentor. Their day was then spent with training, both Faust and Spike learning from Princess Majesty what she had to teach. Soon however, night fall came, and Spike was left restless once more. All day his training had been simple, yet also un-fulfilling. His flames had torched several apples, yet he still couldn't breathe them passed six hooves in length. It was as such that the mischievous baby dragon realized something quite important.

That both Majesty and Faust were asleep.

With that thought in mind Spike snuck out of Dream-Castle. He crept through the halls and to an open window on the ground floor. He slipped out into the night and landed with a soft plop. Looking around to ensure no one was watching, the baby dragon then dashed over to the hot air balloon. Clambering inside Spike then looked around and breathed a burst of fire on the rope holding it down. The rope burned and crackled from the flames while Spike looked out into the night. In his head danced potential adventures and excitement, not to mention great treats.

it was with that thought that the rope finally snapped, and both Spike and the balloon rose into the air and drifted away in the night. As he flew through the air, Spike watched as the world passed him by. Yet as the hour grew late his eyes grew heavy. Soon enough, the baby dragon yawned and fell to sleep. His balloon did not stop and instead flew further away, a sleeping baby dragon in its basket. Come morning, the poor little fellow would realize he had no idea where he was or how to get back home.

That is when she appeared.

Across the ways from the balloon, a happy bouncy pegasus hopped across the clouds. She was white as snow, with four burgundy balloons on her flank, burgundy eyes, a wavy blond mane and tail, and a burgundy ribbon tired into a bow around the base of her tail. He name was Surprise, the happiest and strangest pony in all of Pony-Land. The little pegasi loved to surprise ponies with pranks, jokes, and especially surprise parties.

So as she bounced through t close she hummed a jaunty tune to herself, saddlebags tossed over her flanks. From one of the bags a little pegasus filly's head and forelimbs were seen as she laughed at her mother's silly antics. As the mare bounced and hopped she came to notice something nearby. It appeared, to her, almost as if a great rainbow was rising from the clouds. She quickly jumped back and watched as, instead, a large runaway hot-air balloon rose up instead.

"Ooh, what's that mommy, is it lost?" her daughter questioned. The bouncy happy pegasus merely shrugged and then grinned to her daughter widely.

"Lets go ask it!" She crowed and zipped down to the balloon. "Hey, are you lost?" Surprise asked the balloon curiously, yet saw a head poke out instead. From the balloon she saw Spike look at her with wide eyes.

"Y-yeah, um, c-could you maybe take me home to Dream Castle?" the baby dragon pleaded. Surprise smiled and then flew over to the dragon, only to turn upside down and get nose to nose with him.

"Sure thing, but what's your name stranger, I need to set a good example for Baby Surprise and not talk to strangers you know," Surprise told him matter of factly with a nod of her head. "Besides, my mommy always told me I shouldn't trust strange lizards, and you're pretty strange," the blond pony added with a smirk. Baby Surprise nodded her agreement, still riding in her mother's saddlebags even as they were turned upside down.

"Yeah! No trust strange lizards!" the little filly crowed with a brilliant smile. Spike however blinked owlishly and stared at the strange pegasus.

"Why are you upside down?" the baby dragon asked curiously. Surprise merely smiled impishly and crossed her forelimbs.

"Why aren't you?" she asked him a nod. Her filly giggled cutely and pointed a hoof at the confused baby dragon.

"Yeah, why aren't you?" Baby Surprise parroted happily.

"That doesn't even make any sense!" Spike cried. Both Surprise and her filly giggled happily, the blond pony turning right-side up and hanging off the side of the balloon's basket.

"What do you mean, of course it does! How else would I be able see the ground to fly you home," Surprise noted with a nod of her head, Baby surprise nodding in agreement. Spike blinked and stared at the strange ponies for a moment before he decided not to question them.

"Oh well... er, I'm Spike, Princess Majesty's pet," the burgundy dragon offered casually. Surprise instantly reached out and began to vigorously shake one of Spike's claws.

"Well hi Spikey, it's so totally nice to meet you, me I'm," she took a suddenly deep breath, "SURPRISE!" the mare cried loudly. Spike yelped and jumped high into the air, soon grasping at one of the balloons ropes with wide eyes. Surprise snorted and laughed, nearly falling back in the air while Baby Surprise grinned.

"Ooh ooh ooh, me too mommy, me too!" the filly pleaded with bright eyes gleaming. Surprise nodded her head and flew up closer to spike, her daughter smiling as she reached out to hug the surprised Baby-Dragon. "Hi Spike, I'm," the filly began then took a deep breath, "BABY SURPRISE!" she shouted just as her mother had. The poor baby-dragon yelped once more and dropped from his rope back into the basket. Nerves frazzled he looked up to see both the strange ponies were now giggling and laughing at his misfortune.

"R-right, c-can you take me home n-now?" Spike suddenly pleaded. The energetic blond pony merely nodded her head then placed her forelimbs on the basket.

"Hang on Spikey, next stop Dream-Castle!" Surprise declared.

"Yeah!" Baby-Surprise happily crowed with her forelimbs in the air. Spike just watched then both then held on as Surprise flapped her wings and began to guide the balloon back home. When the two finally reached Dream-Castle a great celebration was held for Surprise as a royal 'thank you' for aiding Majesty's pet. So happy to make so many friends for herself, and for her daughter, Surprise decided she'd stay in Dream Valley with the new friends she had made. As for Spike, well, for making off with the balloon Faust forced him to clean Dream Castle from top to bottom...

As Faust finished the story her lips spread in a brilliant smile she also looked to her audience. Many of whom were openly staring at her, mouths agape. "A Pegasus that acts like Pinkie?" Rainbow Dash demanded with wide eyes. Pinkie herself hummed and tapped at her chin thoughtfully.

"You know, I actually have a great uncle who's a Pegasus," the pink party pony admitted with a smile. Faust snickered to herself and then shook her head with a sigh.

"Um, not to question you miss Faust, but weren't you a little harsh on Spike? He was just a baby dragon after all," Fluttershy questioned timidly. Faust scoffed and fluffed her wings at her sides.

"Please, that little trouble maker deserved it," Faust stated with a snort.

"Was he really that bad?" Twilight questioned curiously. Faust huffed and frowned as she remembered a great many times Spike had gotten himself into trouble. Or times where he got into trouble with the equally mischievous mare Cotton Candy. Either way, whether alone or with help, it seemed to her that Spike just couldn't keep his tail out of trouble.

"Oh yes he definitely was," she stated with a nod, "and it doesn't hurt he once served Tirek," she added under her breath. The ancient king of darkness wasn't exactly the worst villain she'd ever faced, but he had been the first. "Anyways, how bout I tell you a different story," Faust suddenly suggested. The ponies nodded their head and watched as Faust considered for a moment, then nodded her head.

"Okay. Then I'll tell you the story about how my friend Cotton Candy was put under a sleep spell by Moon Dancer for eating her sweet grass and flowers," Faust suggested.

"What's sweet grass?" Applejack questioned with a raised brow.

"Back in my youth, Dream Valley was home to an incredibly sweet kind of grass that almost tasted like sugar," Faust explained. Applejack and several of the other mares made 'Ohs' with their mouths and then sat back to listen to the next tale. "Right, now once upon a time, in a place called Pony-Land, in the kingdom of Dream Valley, there lived a very mischievous mare who was pink from her hooves to her tail with pale flakes for a symbol and bright purple eyes. Her name was Cotton Candy, and she loved sweets," Faust began with a smile.

The old memories flowed like water and she told story after story of the friends she used to know...

Tree Mane slipped through the black forest swiftly. It allowed nothing to give it pause or concern as it made its way to the creatures caverns. It stopped only once, below the skeleton of a griffon, and absconded with the saddle bags upon it. It did not really care it was taking from the dead. The dead had no use for the bags, nor the armor it wore. Tarnished and old as the armor was, it belonged to it. Tree Mane tightened the bag and continued through the trees and towards the caves. Its monstrous branches moving faster than equinely possible.

The cave was large by average pony standards. Unfortunately Tree Mane's size was unmatched by any pony, save for Faust, and so it was a tight fit. The Tree Mane made its way through the tunnels and caverns with purpose. A creature here and there foolishly got in his way. They were quickly crushed beneath his blackened branches. The blank faced entity soon noticed that the creatures became more numerous down a certain path. Tree Mane instantly knew that that was the path he would need to take.

He rushed down the length of the tunnel, and allowed nothing to stand in his way. Two of his branch like limbs bashing and knocking creatures from its path. It continued to make its way through the tunnels and down into the earth. It passed by the bodies of other creatures, likely left by Light-Bringer, which it otherwise ignored. All it cared about was reaching its destination and retrieving what it needed. Anything else was secondary to that mission.

Tree-Mane soon launched itself from the tunnel and into a massive ravine. With a quick glance around it spotted several dug out holes and rushed to them. It quickly searched those which were dug out, knocking dead spheres out of the way. A few beneath them were still alive and were swiftly moved to its saddle bags. However with a great commotion there came dozens of the creatures. Tree-Mane turned its body and dropped onto its hooves. The branches closest to the holes began to bring spheres forward for inspection. Its remaining limbs were readied for battle.

The creatures approached Tree-Man from all sides. However its great blackened branches lashed out with deadly precision. The branches easily batted the creatures away or simply smashed them into the dirt. As its four branches dealt with the creatures, its back branches continued to bring spheres for inspection. The majority of spheres really were dead, each of them black as coal. A few were alive, glowing a soft shifting gold and green. Some of them were 'somewhat' alive, however they would not survive for long.

Tree-Mane stared at the nearly dead spheres for a moment. However turned its attention back to the creatures as they continued to charge at him. It continued to attack the creatures and search for living spheres. However a sudden pulse knocked the creatures back. They shrieked in pain and galloped away as if physically injured. Tree-Mane however felt a pulse and seemed to shake. Not in pain, no, that burst of golden dust had felt heavenly. It was as if some of the taint which created it was washed away in that burst.

Tree-Mane stopped its thoughts, then used its limbs to move over to the next hole. It quickly sifted through the hole while the creatures were away. Which each hole it thoroughly searched it found more still living spheres. The number was less than what Light-Bringer had located, but no less pleasing. With each one found alive, there was a greater chance of their race returning. Tree-Mane knew this, and so treated each living sphere with tender care, so as not to damage them. Yet soon the creatures returned.

The slender pony used its branches to move to a still buried hole and placed itself at its entrance. Its back most branches worked quickly and opened the new hole, while its forward branches defended. Tree-Mane soon noticed that the creatures were becoming more and more aggressive. Why they did so, it could not say, however it did not let them deter it. It would fulfill its mission. Its branches lashed out at the creatures viciously. One was smashed in the jaw and sent reeling back. Another was crushed beneath one of his branches, its black exoskeleton splitting beneath the pressure.

The viciousness of the creatures became more and more apparent. With each new living sphere it discovered, they attacked him with more fervor. Tree-Mane soon found it actually had to deflect and block several attacks from the creatures. One of them managed to lay a hoof onto its head, however was then viciously smashed beneath his hooves. Black ooze like blood dribbled down from a thin wound on its head. Soon enough another burst of golden dust was released from the still closed holes. As with what happened before, the creatures shrieked and galloped away.

Once they were gone Tree-Mane felt its body shake and shudder. The bleeding wound itched for a moment, yet it ignored it and turned back to its work. It moved to the next and last hole and quickly uncovered it. The first thing it found were dozens of glowing gold green spheres, the majority of which were still alive. Its branches were like blackened blurs as they moved sphere after sphere to search for those still among the living. It heard the eerily clicking sounds of the creatures approach coming from all around.

They came like a swarm this time, dozens of them moving out of every cave and crevice in the ravine. Tree-Mane quickly found what few living spheres remained and put them into its saddle bags. Yet it halted at the last sphere, this one far more golden than the others with a splash of rainbow colors in its center. The slender pony was even more careful with this one, for it was far more important than all the others. Not even Light-Bringer had managed to find one in the masses he had procured earlier.

It was placed into his bags with care before they were sealed tight. Tree-Mane felt a brief moment of happiness as it realized that soon they would return. Perhaps then, its home could be healed of the ancient scars which plague it. However such thoughts could wait. So with a shake of its head its long branches moved once more. This time they twisted and folded around the bags to act as a wooden defensive barrier. That done Tree-Mane turned to the oncoming swarm fearlessly. It reared up on its hind legs and then dropped down on the first of the creatures, crushing it beneath its weight.

However that did little to deter the others. They moved like a blight, attacking the slender pony viciously and without relent. Their sharpened hooves ripped and tore at Tree-Mane's pale wooden body. While others started to attack at its blackened branches. It twitched and bucked at a creature behind it. The creature was crushed into the back wall and yet still more attacked. It felt its branches creak and ache against the onslaught, yet they held and protected its cargo. Tree-Mane felt its body ache, its branches were near to breaking, and its body covered in its own blood.

It knew that it needed to escape from this place or die. More still, its cargo had to survive if there was ever to be hope for its home to be healed. It could be broken, beaten, battered, and bruised, but so long as the spheres survived it would not care. Their tiny and insignificant lives were worth a million of its own. It could not allow them to die now, not after so many eons alone in these horrid caves!

It was with that thought that the slender pony was filled with renewed vigor as well as something more. The pale slender pony felt its body shake, and then something sprouted from its wounded head. The creatures attack didn't pause their assault, and the slender pony was forced to attack with its forelimbs. Yet it lunged forward, its head ramming into a creature and lifting it into the air. The Tree-Mane then twisted its neck to toss the creature into its fellows and reveal what had grown.

It was twisted and gnarled, a long sharpened branch which jutted from its head like a unicorns horn.

Using its new horn, Tree-Mane began to stab and slice into several creatures. However just as its forelimbs had been the implement was sorely lacking against the hordes of creatures. Numerous wounds bleeding blackened sap like blood were opened across its pale slender body. Realizing that it could not take much more of this abuse, Tree-Mane quickly began to think of a new course of action. So the slender pony quickly ducked down and jumped forward. Its body landed atop several of the creatures and crushed them beneath its great weight.

A sufficient amount of room created, Tree-Mane galloped forward and trampled more of the creatures. He then lowered his head and used his new horn to impale anything in his way. Its hooves crushed any while its back branches protected the spheres. The silent slender pony made his way through the masses of creatures. They gave horrid shrieks as they died, their fellows attacking more fiercely with each who died. Although tired, Tree-Mane knew had to get back to Faust with the cargo it had procured. Spotting a tunnel to the side the pale pony lunged in that direction.

The creatures followed him en-mass, horrid sounds echoing throughout the cavernous ravine. More seemed to come as if called, and yet Tree-Mane concentrated only on escape. It only hoped that the masses weren't filling the tunnel as well, for it wasn't sure it could take another prolonged battle as it was. Its cargo also couldn't take much more of this, its branches only offered so much protection after all. With a twitch Tree-Mane lowered its head and galloped up the ancient tunnel. Its horn impaled a creature here or there as it continued its ascent.

The creatures behind it shrieked shrilly as they followed. They clearly did not want it to escape with its cargo. However it truly did not care for what they wanted as it soon saw a bit of brightness at the end of the tunnel. It wasn't light, so it likely wasn't shock valley, yet it also couldn't be the black forest. Wherever it was, Tree-Mane knew that it would be preferable to being in these forsaken tunnels. It moved faster and faster, the creatures swarmed behind it. They pushed and climbed over one another in an attempt to reach it first.

The moment it got to the mouth of the cave Tree-Mane felt a sudden pulse and jumped forward. With a burst from between its branches, a golden dust was loosed within the narrow tunnel. It was with a horrible shriek that the creatures fell back on one another. They turned and pushed and shoved against one another in an attempt to escape. Tree-Mane paused at the mouth of the cave to watch the leave. Once they had recessed into the depths of the tunnel, the slender pony wandered out into an ancient village.

The pale pony wandered forth, its wounds tingling as they were healed by the golden dust. The blackened horn on its head receded as well, leaving him completely pale once more. Tree-Mane turned its head from side to side to loosen its neck. It then looked to either side and trotted through the ancient village. It knew this place, it was where Faust's former subjects lived in ages passed. Back before they had so foolishly ruined dream valley. The slender pony felt rage build within it. The memories of the horrors that they had caused echoed in its mind.

It quickly shook its head to rid itself of the feelings of anger welling within it. It needed to focus on returning to Faust and giving her its cargo. However, it also knew Faust would have sealed the tower by now. It would need to figure out another way into the tower. The only one it knew would be open was in the city of the sea-ponies, but there was one other it could think of. Unfortunately it would be much more irritating to go through than the closed ways inside.

Looking around for a moment to ensure the creatures weren't around, Tree-Mane went over to an ancient well and slipped inside. It placed its hooves against the sides and slid down to the bottom where it opened up into a large open tunnel. The tunnel had fared quite well over the many millenia, with little visible wear and tear present. Satisfied with the size and condition of the tunnel, Tree-Mane made its way down through its tunnels. It only hoped that Faust would be able to help the little spheres come into life, and maybe help their home as well...

TBC...

WARNING: PLEASE READ AUTHORS NOTE :WARNING

Author's Note

Hello every one, I'm sorry this chapter is a little late, it took me a while to motivate myself into writing it though I had it planned out for a while. First of all, yes, that is actually how Surprise got to Dream Valley, she brought Spike home after finding him floating around, though why he was in the balloon was never explained, I put my own spin on things. Anyways that is not the point, I was wondering if you would like a chapter for Faust to 'tell stories' about some of the Gen-1 ponies. Most of them will be based after their 'Back Cards' just like Surprises was. If you'd prefer I just move on with the main story instead I can do that, but if you'd rather 'get to know' some of the gen-1 ponies a little better, I'll start with Cotton Candy's story next chapter and then move on to several others. Either way, thanks for reading the alert and catch you next time!

The Tower: Part 5

The Tower Part 5

Frost and Fire

Spike had one rule above all others. He will always finish whatever he starts. At the moment, that precludes to crushing a certain skeletal dragon. His tail lashed out and knocked the bony beast back into a mass of small zomponies. The little nuisances had tried to bite through his scales, or climb his titanic form, but met with failure on both parts. As a result the titanic dragon had little to worry about aside from the skeletal dragon. Then again, that skeletal dragon was proving quite the annoying nuisance.

Unlike a normal dragon it didn't crumble beneath the force of his 'tail-whip'. Instead it reformed its bones and climbed back onto its claws. 'What does it take to smash this thing?' the magenta dragon mentally demanded. He had tried everything from physically breaking the creatures bones, to crushing it under his weight. He was under no delusions that he wasn't titanic and heavy. He knew he was enormous, he also knew he weighed several dozen tons. But at this point none of that weight or muscle had done him any good.

'No matter how many times I smash him, he just gets back up,' the ancient beast mentally complained. He was becoming increasingly annoyed with this situation. He hated monotony, a trait that hadn't changed at all since he was a baby dragon. Being bored just didn't agree with the magenta titan in the least. Far as he was concerned, the old 'attacks' on Dream Valley had been amusing. Granted they were dangerous, but he preferred that to being bored out of his scales. It was also true that he often got into trouble because of that, but it wasn't like he was malicious in his intent. He was just bored.

Spike was suddenly jarred from his thoughts and knocked back. Landing on his back with a grunt, the great titan glared at the annoying beast. Twisting his body around for a bit, Spike placed a massive claw to the ground. Several zomponies were crushed beneath his claws as he did and amused Spike. With a twist and a lurch the great titan turned his body over. His hind paws came down on more zomponies as he righted himself. He then quickly ducked low to avoid a swipe of the bony beasts claws.

He trained a glare onto the creature for the attack. He tensed for only a moment before he lunged forward and bodily rammed into the bony beast. His full strength and weight were impressed upon the creature and easily broke it apart. Bones went flying, some of the larger ones crushing several stray Zomponies. Spike merely snorted, watched, and hoped that they didn't get back up again. His hopes were, however, in vain as the beast soon reformed. Bones rose up in a black aura, or crawled back together to reform the bony beast.

'I'm getting really really tired of this,' Spike mentally growled and glared daggers at the bony beast. It didn't seem to care, instead letting out another hollow shriek / howl. The sound was in no way similar to the roar of a dragon. It was much shriller, and sounded empty and dead. It was a horrid sound that Spike felt anger over, that made him desire to crush this thing even more than he already did. The sad part was the desire did not stem from anger, but from pity. He pitied it for the sorry state it was in and wanted to end it.

With a snort Spike lunged at the bony beast once more. He ducked below its claws as it lashed out at him, and rammed into it with a grunt. The bony beast was knocked back, hundreds of Zomponies instantly being crushed as it skidded over them. Spike however reached up and rubbed at his head. Unlike some dragons who had horns, his skull wasn't reinforced. His dull spines made it possible for him to ram into something, but it wasn't exactly practical. 'Useful for crushing those little pests though,' Spike inwardly admitted with a chuckle.

Every downed Zompony was one less for Faust to deal with. In his mind that was a victory in and of itself. Small it may be, but it could easily prove the difference between life and death for the ponies. Which is why he decided he needed to use his breath weapon. Much as Faust was against burning the Zomponies, Spike had a special fire. Two or three thousand years prior Faust had visited him in his home. She had also found him sprinkling something onto the iron he'd been eating. That something turned out to be magnesium.

Magnesium was apparently an extremely flammable metal, however it was only like that in a dust or shard form. The problem was he'd been using it as a spice, and considered it like salt or paprika. Although it actually tasted a bit like ground peppers. Much like iron he'd gained some properties from it as well. Namely, his fire was now fueled by that magnesium. As a result his breath could easily melt solid steel if he wanted it too. Had he ever managed to hit Daring or one of the other ponies with it, they likely would be smoldering cinders in seconds.

This unfortunately had several draw backs. The most obvious was that he could no longer simply close his mouth and 'blow' fire. No. The heat of his flames was so great he'd melted one of his front teeth by accident. As a result, Spike had to keep his mouth wide open and breathe out the flames. The second problem was that he couldn't regulate the radius of the fire now. It came out in a huge wave, there was no way for him to concentrate it into a thin stream or into a fire-ball. This meant that he couldn't use his fire for more mundane purposes like simply starting a fire or roasting a meal.

He had also found that he couldn't just stop it 'mid-blast'. Instead he had to exhale all the flames before he could close his mouth again. Depending on how deep a breath he took Spike could thus be exhaling flames for minutes or seconds. It also meant he had to be sure he wanted to breathe the fire in the first place. If he decided too late that he didn't need to torch something and it couldn't get away...

Spike shook such thoughts from his head and glared at the bony beast. He quickly inhaled a deep breath and narrowed his eyes. He then leaned his body forward, opened his mouth, and breathed a torrent of magnesium fueled flames at the bony beast and zomponies. The white hot flames roared forward with the force of an explosion. The zomponies were stripped of their flesh in a matter of moments and even their bones were melted shortly after. The bone dragon lasted half that time, its entire body melting into a smoldering heap.

It took him several minutes to fully exhale his magnesium fueled fury. Once finished he closed his great jaws with a snap and took in the devastation he had wrought. Smoldering piles were all around him. Some of them still burning and would still burn for some time. The only real way to put out the flames was to suffocate them. Water would be useless as magnesium would burn even if doused in the ocean. But then again, that didn't really matter anymore. He'd dealt with the zomponies and bone dragon. Unless they could rise up from nothing but cinders he would be...

A moment later an eerie black aura formed from the air and began to pull the smoldering ashes. The ashes twisted and twirled in the air before becoming a part of a single mass. Spike watched in a mix of frustration and barely restrained fury as a now flaming being formed from this same ashes. The ashes compiled upon one another while Spike resisted the urge to snarl furiously. He had honestly thought he was done fighting the zomponies and bone dragon. Now he had to deal with their remains forming something else too?

'I am so torching that 'Necronomicon' book if I ever find it,' the magenta dragon decided with a scowl. The fiery being was shorter than him and soon stood on two digitigrade legs that ended in razor sharp talons. It had two arms ending in sharpened dragonic claws. Its upper torso resembled a dragons only thinner. It's long tail ended in a monstrous barbed end. A pair of large tattered wings stretched from its back. Finally, its head had a short muzzle, two long forward sweeping horns, and a pair of horrible red eyes. Added to all that was that it was seemingly made of fire and shadow.

"Oh you have got to be kidding me!" The creature ignored Spike's incredulous exclamation, instead lunging forward to attack. Spike ducked under the flaming hell beast and twisted his tail to knock it to the ground. The fiery hell beast lunged at him once more, swinging its wicked burning claws in wide wild arcs. Spike ducked and dodged the swift claws of the creature as best he could. While it was smaller than him the creature was insanely fast. This meant that although Spike could out muscle the creature, it had an advantage in flexibility.

'That stupid book probably picked it knowing how slow I am,' the magenta dragon idly realized with a growing scowl. If the book was able to plan, that meant it had some form of intelligence and sapience. If it was sapient, then Spike was fairly certain this would not be an easy fight. Not only could the book reanimate the dead, but it also showed an incredible gift in shifting the dead into different forms. 'Creative for a book, wait... Faust, it must be using her magic,' the dragon noted with his worry growing ever stronger.

Spike knew that Faust's magic influenced creativity in ponies. However he had never entertained the thoughts it could influence other beings as well. Part of him felt foolish for never considering it a possibility. Another wondered if she could do the same thing with him. However for the moment neither thought proved useful. So instead Spike snorted out a bit of soot and glared at the great beast of shadow and fire. It roared back at him, a scarlet flame igniting within its horrible fanged maw. Spike lowered his body while the creature flapped its wings and shot forward.

The great dragon merely smirked and slid beneath the creature, his tail knocking it down. The flaming beast hit the ground hard but soon got back up. Spike merely grinned and then stuck his tongue out at the creature childishly. The beast roared out indignantly but Spike had already turned and began to rush through the towers halls. Much as he wanted to fight the creature, he doubted that Faust would appreciate a flaming monster right outside her door. The magenta dragon also hoped that Light Bringer wouldn't mind some company heading his way...

The simulacrum chamber was silent. The elements of harmony and resident princesses had decided it was time to rest. They knew not when they would next be afforded such an opportunity after all. Thus they had dispersed around the chamber to find places to rest. Rainbow Dash was now sleeping on a large shelf, her hooves crossed under her chin. It wasn't the most comfortable place to sleep, but it could've been much worse. Applejack was asleep to the side with her hat lowered over her eyes. Her head rested against the surprisingly soft pieces of a doll of some kind.

Rarity and Fluttershy had leaned against one another, Light-Bringer's saddlebags placed delicately to the side. Both mares were curious of their contents, yet had resisted the urge to look within. Crunch was softly sleeping, curled up under a table near Fluttershy. Pinkie was sleeping on her back with all four legs spread outwards. Not surprisingly she was also snoring and twitching, proving she could be loud even when she was asleep. Finally, Celestia and Luna were sleeping next to one another, a space between them filled by the still awake form of Faust.

The ancient alicorn was still alert, and had no intention of sleeping anytime soon. She needed to be certain that absolutely nothing would get into the chamber. Much as she prided herself on being a master of wards, she had always preferred to err on the side of caution. However, when she felt Celestia start to squirm at her side, the ivory mare turned to the solar alicorn. She frowned for only a moment, then smiled and lowered her head down next to the younger mare. She closed her eyes and began to hum a soft tune, hoping to lull the other alicorn to a more peacefully slumber.

At her other side, Luna began to stir as well. Smiling softly, Faust extended her wings over their backs and softly nuzzled both younger alicorns. Luna began to shift into her side more, while Celestia leaned into the warmth from her wing. Still softly humming to the younger mares, the ancient alicorn suddenly smiled. An odd thought suddenly struck her and she hummed a bit more, then softly began to sing...

She was cold, alone and very scared. Her little sister was all but wailing at this point and she didn't know what to do. It had all happened so fast. A strange creature had just appeared and snapped its fingers. Then in a flash her parents were changed into plants. The thing tried to play with her afterwards, but she was trying to console her sister. He lost interest quickly once the wailing foal was made more apparent. Then in another flash he just vanished. Now she was alone, hiding beneath the tree that had once been her mother. The stable that had once been her home had been torn asunder by great branches from either parent.

That was when she heard hoof steps.

She shivered and crawled protectively over top her sister. She slowly shifted back to try and hide herself. It was a futile effort really, there was little that could hide her in the broken stable. She waited for something to come for her while her sister cried and wailed. She tried to quiet her, but could do nothing as the hoof steps drew ever nearer. She let out a soft sob and closed her eyes, awaiting whatever fate was to come. The hoof steps suddenly stopped, and for a moment all was silent. The little filly slowly opened a single purple eye to see what had come for them.

Standing before her was a sight she could not comprehend. A being as white as purest snow with a mane the shade of leaves in fall. The being was a mare, and she stood several hooves taller than any pony she had ever seen before. Her horn was more like a kind of fluted spear. Dressed in a rather drab cloak with the hood down. Her eyes however, those grabbed the fillies immediate attention. She was not able to read body language, nor could she read facial expressions. But those eyes, she didn't need to know how in order to see the kindness there. They were utterly blue and shining like the gentle sea.

The mare's eyes passed from her to her sister. A frown, soft and worried crossed over her features. She approached slowly, but the filly backed away. Her sisters wails grew louder and caused her to wince. She didn't know what to do, then yelped as a crimson glow surrounded her and her sibling. They were pulled from the ground until a pair of soft forelegs wrapped around them both. The mare grasped them both softly, and then shushed her little sibling soothingly. The foal let out hiccups for a moment before the mare smiled softly and hummed softly for a time, before she began to sing...

Come stop your crying it'll be alright
Just take my hoof, hold it tight,
I will protect you from all around you,
I will be here, don't you cry...

The voice was soft and surprisingly warm. It soothed the chill she'd been feeling for some time now. Her body relaxed and she all but collapsed against the mare. Her sibling blinked her cyan eyes open and looked up to the mare. She followed, purple eyes looking to the auburn maned mare. Said mare continued to smile, and then continued to sing to them.

For ones so small, you seem so strong,
My wings will hold you, keep you safe and warm,
This bond between us can't be broken,
I will be here, don't you cry,

It was as she was starting to fall to sleep that she and her sister shivered. Though the song warmed their spirits, their bodies were still cold. But a moment later, the filly felt as a pair of large soft wings wrapped around them like a blanket. Questions bombarded her on how the mare had wings. Yet she was just so tired to bother to ask. The mare's song slowly sent her off to sleep and to her dreams.

'Cause you'll be in my heart,
Yes you'll be in my heart,
From this day on,
now and forever more,

The filly didn't do anything more. The song echoed in her ears as the mare continued to hold her and her sister. Her sister had stopped crying at last. Instead she shifted and wiggled against the enormous unicorn mare. Once settled she started to fall to sleep. The filly was not far behind her. Her mind was covered in a haze as the song continued.

You'll be in my heart,
No matter what I say,
You'll be here in my heart,
Always...

The filly yawned tiredly once more. Her sister was fast asleep and she was unable to keep her eyes open any longer. Instead, she slowly drifted off, wrapped in soft downy feathers and held gently by the strange mare. She didn't know what may await upon her waking, but she didn't care. She just wanted to rest her eyes for a moment, and the song echoed in her ears as she finally drifted to sleep. The mare smiled softly and then whispered the final word softly to both little ponies.

Always...

Once her song was done and both the foal and filly were asleep, the alicorn smiled and shifted them to one forelimb. A single wing wrapped around them as she made her way out of the ruined stable. She continued to hum to the weary foal and filly sleeping peacefully in her grasp. As she wandered off, humming softly, she idly drew out a map and made her way home. The ruined stable was no place for a foal and filly to live, and with a certain Draconequus around, her home was far safer. It was with that thought in mind that the mare wandered off into the mists and away from the ruined stable...

Faust's soft singing had echoed across the simulacrum chamber. The soft echo of her voice had even risen a certain marshmallow fashionista from her slumber. A single blue eye looked to the ancient alicorn with a hidden smile. The scene she was seeing was far too precious. The ancient alicorn had extended her wings over either princess. Luna had fallen into Faust's side with a look of content across her muzzle. Celestia had laid her head against Faust, a look of serenity upon her face. Faust herself had finally fallen asleep, a soft ghost of a smile across her lips.

Rarity merely smiled at the scene of the princesses wrapped in their mother's wings. For all the bluster Faust spouted about not being their mother, she certainly acted the part. Besides that, as far as Rarity was concerned, blood didn't mean everything. 'Sometimes, merely loving them is enough,' she thought to herself. A quick glance around the chamber alerted the fashionista to the fact she wasn't the only one awake.

Applejack did well to hide it, but a slight stream of tears was visible beneath the brim of her hat. Rarity felt a pang in her chest as she watched the cow-pony reach up and rub vigorously at her eyes. With her eyes, mostly, dry the orange apple mare then turned and tried to sleep once more. 'She must miss her own mother terribly,' Rarity noted inwardly. However she then shifted for a moment and laid her head on her forelegs. It was with a final glance at the princesses and Faust that Rarity drifted into slumber with a single errant thought lingering in her mind.

'And she says she isn't their mother.'

Nightmare panted heavily and tried desperately to catch her breath. The fight had not gone quite as she or Light-Bringer had hoped. The 'Legion' was an aptly named being. It sent out its undead spawn in nigh unending waves. Concentrating on the 'central mass' of the legion had proved highly ineffective. Not only was it far easier to cut down the zomponies around it. It also used any and all zomponies that clung to its body in order to protect its core. This meant that Nightmare and Light-Bringer had been forced to try and rip apart the thousands of zomponies.

At first it had truly been a test of their metal to fight so many all at once. Waves of zomponies marching forward without fear of death. Yet as time wore on, she and Light-Bringer chipped away at it's shell of undead flesh and bone. It was a disturbing sight to be perfectly honest. Masses of undead ponies falling away in droves as they were rendered truly dead. Some were cut down by her shadowy blades or mist form. Others were frozen or pierced by icy swords from Light-Bringer. Either way, once its undead horde had finally fallen, she began to see what lay beneath that shell.

She honestly wanted the shell of undead back.

It was a horrid creature, that was all she could say. Its appearance defied her comprehension as she couldn't truly see it all. Or as strange as it was, what she could see of it she couldn't fully understand. All she could see was a red eye surrounded in a glow which seemed to cause her to feel ill. The longer she stared at it the more ill she felt. Nightmare wasn't sure why, but it unnerved her. As an alicorn, she was almost physically impervious. Whatever it was about this creature that could cause her to be ill, it didn't bode well at all.

"You shouldn't stare at it," Light-Bringer suddenly noted. The sound of his voice snapped Nightmare from her trance and she backed away. Her eyes landed on its shadow instead. Unfortunately, even that was strange, not only was it red like the eye, but somehow it was even three-dimensional!

"Why?" Nightmare questioned hastily. She did not know why, but she felt even more ill by staring at the creature's shadow.

"..."

"Speak knave! Why should we not stare at this creature most foul?" the ebony mare demanded of the undead stallion.

"That creature doesn't exist in the same way as mortals," Light-Bringer began, "in all actuality, it exists in such a way that it shouldn't exist. As a result, your mind cannot fully comprehend its shape or form, causing you nausea and discomfort while staring at it. Stare too long and it could potentially drive you mad," the icy stallion explained bluntly. Nightmare merely grunted, still feeling ill even as she turned her eyes away from the creature. Once it, and its shadow, were both out of sight she felt her stomach settle and her mind calm.

"We understand, though why art thou not afflicted by this horrid curse then, sir knight?" Nightmare questioned flatly. "You are clearly far younger than we, not to mention a mortal, we are immortal and it discomforts us greatly merely to look upon it," Nightmare noted. The icy stallion merely snorted out a breath and glared at the Legion. It was oddly still, as if it were waiting for something.

"I'm ten thousand years old, undead, and I've seen far worse than this thing's true form, thus I can comprehend it, unlike you," Light Bringer replied flatly. The ebony mare blinked owlishly for a moment and stared at the stallion in clear surprise. She was honestly unsure of how she should react to that admission. While she felt a small bit annoyed by his blunt tone, she could sense no deception from him. She ultimately decided not to anger the one being older than her and turned away with a light blush.

"Ah, forgive us elder, yet neither are we mortal," the ebony mare offered softly.

"True, however your mind is still mortal, immortal body or not," the icy stallion replied. That got a raised brow from Nightmare, but she didn't comment on it further. Though she was curious how her 'mind' was still mortal and her body wasn't, it could wait until after the Legion was dealt with.

"So, if we are unable to look upon the horror of this creature's true form, how doth thee expect us to combat it?" Nightmare asked the icy stallion. Her gaze was turned to a hallway to the side, anywhere but at that foul beast. She wondered idly why it wasn't moving. She considered it was trying to make a plan of some kind, but that was unlikely. Thus far it has shown only limited intelligence.

"You need not do any more, I can face this thing alone from here," Light-Bringer replied. Nightmare's head snapped to the side and glared at the undead war-pony.

"Surely thou can't expect us to sit by and do naught as thee fights this beast alone," Nightmare growled at the stallion. There was a sudden clatter from the hallway to the side. Nightmare and Light-Bringer both glanced to it to see a flaming metal stallion approaching. He slid to a halt glaring down the hall, only to widen his eyes and stare at the Legion in shock. The legion itself began to pulse and writhe in the air, its body briefly visible to show twisting pulsating flesh and numerous tentacles. The armored pony, War-Helm, shook his head and snorted as he glared from the Legion to the Nuckelavee.

Light-Bringer frowned and glanced back to what approached from the hall. The skinned centaurs unnerved him for a moment. "Nuckelavee," he mentally groaned. He then turned back to the Legion, his eyes narrowed dangerously. "It would seem we have more to deal with, something that doesn't afflict your mind as the legion does," the icy stallion noted to Nightmare.

"Verily sir knight, we are beginning to find the undead more and more disturbing," Nightmare admitted with a shiver. The ebony mare then shook her head while War-Helm scraped a hoof and snorted. Light-Bringer glanced at the living armor and quietly nodded his head.

"Yes, it's quite the repulsive monstrosity is it not," Light-Bringer commented calmly. War-Helm shot him a confused look. "Of course I can understand you, why wouldn't I?" Light-Bringer replied to an unheard question. Nightmare ignored both stallions as the Nuckelavee approached. While they were horrid to see they did not harm her or make her ill at a glance. That was why she was more than happy to deal with them and leave the Legion to Light-Bringer.

'And to that other strange knight also, and really, how many knights are we to meet this day?' the ebony alicorn wondered to herself with a frown. However that was besides the point, the three ponies quickly went to work against the creatures.

Unlike War-Helm, Nightmare used magic in spades against the Nuckelavee. Her horn shown with an ominous light as she swung her head here and there. Great arcs of shadows sliced and cut through the masses of undead with ease. The mistress of the night narrowed her eyes and then reared back and stomped on the ground. Instantaneously the shadows of the Nuckelavee rose up as a mass of spears to impale the creatures. Nightmare winced slightly at the gruesome display, yet felt no remorse for the deed itself.

'These creatures are no longer alive, yet are forced to continue on. I will release them from this torment,' the ebony alicorn thought to herself. More Nuckelavee approached her, each brandishing blade like limbs to use against her. However the mistress of the night smirked and then formed into a mist. Her amorphous form shot forward with blinding speed and became a blade of its own. It sliced and sheered through the Nuckelavee, tearing limbs and flesh away. The mist soon turned and went back to the spot at the crossroads before reforming.

As Nightmare dealt with the skinned centaur, War-Helm and Light-Bringer stood against the Legion. The armored war-pony snorted a gout of flame and glared at the hideous monstrosity. The squirming pulsating sharpened fang ridden flesh of the legion and flailing tentacles were disgusting. However unlike Nightmare he was already insane, which meant this wasn't so bad to him. True, he still felt sick to his stomach just looking at it. But unlike her he didn't have a stomach, nor did he really care about the feeling. Instead he began to drag his hoof along the ground and lower his head.

He glanced to the icy stallion at his side a moment later. The body of the stallion was intact, unlike his own, with icy hoof prints beneath his hooves. Truly it was almost like staring at his exact polar opposite. Whereas he had lost his body the icy stallion had not. Whereas he had the power of flame the other stallion had ice. Whereas he was totally silent, the undead warrior could speak eloquently. Whereas he was basically a pegasus, the icy stallion was a unicorn. Whereas he was quite clearly insane, the undead unicorn was also clearly not.

It was unnerving to consider he had finally met his match in almost all ways.

The only thing they shared was that the stallion and he were both undead. However he was allowing his mind to wander, and that was not a good thing. War-Helm turned his head back to the Legion and narrowed his eyes. It hovered and rippled and shook in disgusting ways. Beneath it, it's three dimensional shadow had reformed into a reflection that shouldn't be there. The sight would be enough to leave most too ill to move. However War-Helm cared not for such trivial matters. He reared back with a whinny and then suddenly lunged forward.

Light-Bringer watched as the armored pony galloped toward the legion. He felt a very brief moment of annoyance before narrowing his eyes. The legion had been silently hovering for far too long to be normal. He knew that something was going on. However the problem was that he didn't know what it was. The creature could have been planning, or it could have called more zomponies to add to it. However instead of anything happening, it just hovered there silently. The icy stallion knew that something was about to happen. He just didn't know what that something was going to be.

Unfortunately, he got his answers a moment later.

The eye in the center of the legions main body began to glow. The flaming pony's approach had finally triggered a response from the legion. Its eye gave off a malevolent glow for only a brief moment, before a crimson beam of light and heat was expelled forward. War-Helm saw it coming and quickly flapped his wings and shot over to the side with wide eyes. Light-Bringer did the same, a deep scowl on his face. 'It's compressing magic into a beam and using it as a weapon, not hard, but annoying,' the icy stallion noted to himself.

As the beam passed him, Light-Bringer galloped towards the legion. War-Helm watched him pass for a moment before following behind him. The legion formed its tendrils forward, eyes opening at their ends and glowing as its central one had a moment before. Light-Bringer narrowed his eyes and dodged and weaved through a series of beams. His armor limited his maneuverability, however not too greatly. He noted several of the beams had managed to scorch his armor or tear chunks from some of his exposed flesh. He ignored that and galloped at full tilt as the beams ceased.

War-Helm merely followed behind the older stallion, dodging the beams far easier than he had as well. Soon the flaming stallion watched Light-Bringer create a series of icy steps and got an idea. Lunging to the side, War-Helm approached the underside of the legion. With them split the beams split to try and attack each of the stallions. War-Helm easily avoided the spray and turned into a fiery spin beneath the legion. His body soon became a torrent of flames that shot up into the beast. Light-Bringer merely dodged and then jumped over the legion. He created an icy shell around his body and then dropped.

The flames below and the ice above, the legion was hit on both top and bottom. The flames burned and seared, the icy pierced and froze. Soon the ice began to change into hundreds of blades of different sizes. The single eye in the center of the legion pulsed and shook as the blades began to tear it apart. War-Helm however merely shot upwards like a great beam, shooting straight through the creature and into the sky. Light-Bringer allowed himself to fall into the hole made by the flaming pony. Once within he called on his magic and sent a mass of blades outwards, tearing the legion's core apart.

The blades shot from the body and into the walls of the hall. From the remains of the creature, War-Helm and Light-Bringer leaped forth. The two armored ponies landed and skidded to a halt across from the downed legion. War-Helm's armor steamed from heat while ice had formed around Light-Bringer. The two turned to Nightmare, Light-Bringer idly knocking a little of the legion's remains from his armor. The ebony alicorn glanced to what remained of the legion with no small amount of surprise.

"Impressive," she admitted. War-Helm ignored her and checked around for more zomponies, or whatever else the book would send there way. Light-Bringer on the other hand began the arduous task of removing the vast amount of ice from his armor and body. "Thou hath the strength of a great many ponies, sir knight," Nightmare noted aloud. However the armored pony remained silent and removed the ice from his left forelimb. Instantly it fell off and Nightmare reared back. "Dear moon above!" the mare cried. Light-Bringer merely rolled his eyes and shot her a look.

"Just a scratch," he stated with a nod.

"Thy leg's off!" the ebony alicorn exclaimed.

"No it isn't," the undead stallion stated with a roll of his eyes. Nightmare snorted and pointed to the severed limb.

"Then what's that then?" the mare demanded. Light-Bringer blinked and glanced down. The sight of his own severed limb barely seemed to affect the icy stallion. In all honesty he actually hadn't felt the limb fall loose. The sight of it on the ground also didn't really bother him all that much. He was undead after all. Limbs falling off was a common occurrence when you take enough punishment.

"I've had worse," the icy stallion stated with a shrug. He idly picked the severed limb up with his magic as Nightmare fixed him with a look.

"Thou art a liar," The ebony alicorn huffed. Light-Bringer merely rolled his eyes and stuck his severed leg back onto his body. Using a bit of necrotic magic, the undead stallion reattached the limb properly. That finished he then gave Nightmare an amused look. The ebony alicorn narrowed her eyes onto the stallion then turned with a huff. War-Helm ignored both of them and trotted around anxiously. The floors suddenly shaking beneath their hooves brought all three to a cautious halt.

"That can't be good," Light-Bringer muttered before looking back to see Spike running their way. The enormous dragon then turned into a skid and slid to a stop over the three. War-Helm's eyes bolted open and he felt the sudden urge to hide. While he could fight alicorns, that was because he was inherently immune to magic due to his iron armor. A dragon of that size was pure bulk and muscle, it'd tear him apart like he was paper! Said dragon panted lightly, then took a quick breath and then glared at the hall.

"Beast, what art thou doing here?" Nightmare demanded angrily. The magenta dragon in question glanced at the ebony alicorn for only a moment before his eyes narrowed back onto the hall.

"That damnable book has been playing with its troops again," Spike replied with a scowl. Light-Bringer grunted and flexed his forelimb for a moment. Once he was certain it wouldn't fall off again he trotted over to stand beside of one of the dragons claws.

"So what did it create this time?" the undead icy stallion questioned curiously. A screeching roar answered his question and caused his head to snap to the side. "Sweet sun above!" the icy stallion exclaimed upon seeing the beast of shadows and fire. Spike chuckled lightly and rolled his neck until he heard several satisfying pops.

"What is that monstrosity?" Nightmare all but demanded.

"I don't really know what to call it," the dragon began with a shrug, then looked to Light-Bringer, "Hey tiny, any ideas?" Said undead stallion merely looked to Spike with a single wide glowing eye.

"I... I'm at a loss, I've never seen something like that before!" the stallion exclaimed. War-Helm snorted a gout of flame and then narrowed his eyes on the approaching monster. He scraped a hoof along the ground and gave a great whinny as he lunged at the beast. "Wait you fool! We have no idea how dangerous that thing is!" Light-Bringer shouted at the living armor.

"Elder, perchance thou could freeze the beast?" Nightmare suggested. Light-Bringer frowned, considering the idea for a moment. However in the end he shook his head and looked to the creature with a frown.

"Neigh, unfortunately I can't tell if the creature generates fire or is mere set on fire," the icy stallion replied with a frown. War-Helm approached the flaming creature fearlessly. The living suit of flaming armor galloped towards the creature, his armor turning white as his heat rose. The stallion attempted to burn through the creature, however was merely batted away by a single arm. War-Helm flew back, skidded across the floor before finally falling into a heap at Nightmare's hooves.

"Well, that did naught," the ebony alicorn noted aloud. War-Helm growled and shot the mare a harsh glare. Nightmare merely ignored him and turned back to Light-Bringer. "What difference would generating or being set on fire make?" the ebony alicorn demanded. War-Helm got back to his hooves slowly, his body shaking and creaking as he did so.

"If it was only set on fire it'd have a core which would act as a fuel source for its flames. Tiny's ice could freeze the damn thing and then I could smash it and it'd be gone," Spike began, then snorted a bit of smoke from his nostrils. "However, if the thing generates flames it's body simply makes them. That would mean it has no core to freeze and would instantly melt any ice around it," the magenta dragon explained with a thoughtful frown.

"Then pray tell what thee suggest we do about this creature, beast?" Nightmare questioned with a glare. Spike snorted a puff of smoke and then rubbed his shoulder with a frown. The beast itself slid to a stop across from them, its eyes glaring at Spike who glared back just as fiercely. The dragon dared not move his eyes, instead merely released another snort of smoke from his nostrils.

"No idea," he admitted with a shrug. "Faust and the others never had to deal with anything like this," the dragon noted more to himself than any of the ponies. The beast suddenly roared and lunged forward, Spike spread his limbs and prepared to face it once more. However before the dragon could attack an icy blast managed to halt the creatures forward sprint. Light-Bringer's horn gave off a chilly mist as he glared at the creature with his sole remaining eye.

"Perhaps not, yet I need not have fought one before to know what to do about it," Light-Bringer stated darkly. "I'll freeze its path, even if it can break through it'll buy us enough time to plan our next attack," the stallion began as he trotted forward. The icy stallion then concentrated on his magic and with a quick wave of his horn conjured an ice barrier between them and the beast. Letting out a breath the undead stallion backed away as the creature began to slam its arms into the barrier. 'Now to plan,' Light-Bringer thought to himself, a frown crossing his face.

The beast's continued assault against the barrier quickly began to bear fruit. The ice began to melt and piece of it flew off. Spike snarled and bared his fangs to prepare for a fight. War-Helm snorted a gout of flames and began to scrape his hoof along the ground. Nightmare however looked to Light-Bringer for guidance. The ancient undead pony mentally sighed as he looked to the burning beast. 'And hope we survive long enough for Faust to fix this mess...'

The moment that they were alert, the ponies had set out. Faust had led them to a secret passage within the Simulacrum Chamber. It had been hidden behind a portrait, the portrait had been of an unusual stallion even Twilight didn't know. All Faust had said was that he'd been a dear friend centuries before and left it at that. The group followed behind the ivory alicorn into a downward staircase, however Faust stated they were actually going up... which of course Twilight couldn't understand.

"How can we go up by walking down a set of stairs?" she demanded. The ancient alicorn shrugged her shoulders in response. This particular passage had always been more than a bit of a mystery to her. In all honesty, most of the tower was actually quite a mystery. The many passages and how they worked had a habit of confusing the mare.

"To tell the truth I have no idea, I just know we're going down, but by the end we'll have somehow ended up going up," Faust admitted with a smirk. Twilight's eye twitched and she started a brief rant about how that didn't make any sense. The others wisely kept their own comments to themselves. But at this point, the majority of them had decided there was only one thing to know about Faust's tower. If it could happen, most likely it would happen, even if it made no logical sense. Celestia sighed and shook her head. She then trotted the the lavender mare's side and smiled down at her.

"Twilight perhaps discussing how it shouldn't..." the solar alicorn started to say. However she then came to a halt as she realized they had somehow walked up into a room... when they'd been going down... "How?" she questioned as she looked back to see the stairs going down behind her. That wouldn't be so bad, were it not for the fact that they had been going down, not up.

"That doesn't make any sense!" Twilight shouted with wide eyes. "We went down, not up! How did we end up up here?" the little lavender unicorn demanded with a mad twitch to her eye. Twilight's friends exchanged nervous glances as the mare started to loose it. All of them were very aware of just how manic the mare could get when something didn't make sense. Faust however merely snickered and trotted into the room.

"I don't know, we just did," the ancient alicorn called over her shoulder and looked around the room. This one was known simply as the gallery. It was a large marble room with red carpets, dozens of paintings, sculptures, and other such art collected over the millennium. 'Now to find the passage that leads to the library and put a stop to that book,' the mare thought with a stern frown.

"Where are we anyways?" Applejack questioned with a glance around the gallery. She soon decided that wherever they were, wasn't quite as exciting as the rest of the tower.

"Oh my goodness, look at all this! I had no idea you had a museum in here as well," Rarity gushed and trotted around to view the art and sculptures. Faust turned to give the marshmallow mare a look, a frown across her lips.

"Rarity, not only am I a muse but basically the living embodiment of creativity. Writing and art are two of the most common forms of creative works. I'd think me having art and such in my tower was practically a given," the ancient alicorn stated flatly. Rarity blinked for only a moment and considered Faust's point. Then sheepishly nodded her head. She had forgotten that Faust was technically a muse.

"Interesting as all that is, what are we even doing here?" Rainbow questioned while staring at a painting. The painting depicted perhaps the stuffiest looking unicorn she'd ever seen.

"There's a secret passage from the gallery down to the library," Faust explained without missing a beat.

"Where is it then?" Twilight questioned, only to stop and trot over to a portrait of Starswirl the bearded.

"I'll have to look around, I haven't been in the gallery in some thousand years now," Faust admitted with a shrug. Behind the ancient mare, a painting suddenly moved. The painting was the same one which Rainbow had been staring at, and was now gaping at in shock. The stuffy stallion within it stroked his mustache for a moment before clearing his throat. His doing so got the attention of those closest to him, Faust included.

"If I may Lady Faust, it's to the east behind the portrait of Queen Majesty," the stuffy stallion in the portrait noted. Faust blinked and then brought a hoof to her head.

"Duh, of course it'd be behind Majesty's portrait," the ancient alicorn noted. "Thanks Huffy," she then stated to the painting with a smile. The portrait stallion smiled with pride and adjusted the monocle over his eyes.

"Twas nothing milady, tis an honor to help you," the stuffy stallion stated pleasantly. Faust rolled her eyes and turned to the other ponies. However she then realized that talking paintings weren't that normal in Equestria. This was made painfully clear by the looks of shock on the faces of every pony. 'Maybe I should teach a few ponies some Pictomancy later,' she considered to herself.

"Holy sweet mother of bucking Celestia!" Rainbow shouted and pointed a hoof at the painting. "It talked!" she cried while looking to Faust with wide eyes. The said portrait stallion suddenly scowled deeply and glared at the prismatic pegasus

"Of course I talk! What kind of fool are you mare?" the stuffy stallion demanded. Faust mentally groaned and brought a hoof to her face. It was looking like it was going to be a long day.

"Oh shut up Huffy, some of us are trying to sleep back here!" a mare's angered voice came from a ways away.

"Really Hurricane, could you at least try and be civil," a cultured voice called out in response. Luna's eyes suddenly bolted open and her jaw dropped when she recognized the voices.

"Th-that was Princess Platinum and Commander Hurricane!" Luna declared with no small amount of shock.

"W-what! But they've been dead for centuries!" Twilight declared with wide eyes. The ponies quickly turned to Faust who chuckled nervously and rubbed the back of her neck. The ancient alicorn quickly looked to either side for a distraction, only to groan when a new voice sounded out in the gallery.

"Princess perhaps you shouldn't egg her on, you know that when she starts she'll be at it for a while," the new voice noted. The voice caused Celestia and Luna to shoot one another a look of shock, then turn to Faust.

"Was that Clover the Clever just now?" Celestia asked the ancient alicorn with no small amount of interest. Twilight's attention snapped to the ancient alicorn with an eager look. Feeling the gaze of the rest of the ponies upon her, the ancient alicorn grinned sheepishly.

"Uhh... sort of," Faust replied nervously. There was a groan from behind Twilight and then clearing of some ponies throat.

"Excuse Faust, seems that she forgot to mention we're not normal paintings," a deep authoritative voice commented. That voice caused Celestia's head to snap to where the painting of Starswirl hung. The stallion in the portrait was now stroking his beard, an amused smirk playing across his muzzle. The instant Twilight saw the painting moving she was rendered wide eyed and speechless. She merely stared at him for a long moment, before he raised a brow and looked to Faust. "Is there something wrong with her?" he asked with conscern.

"No, you're just kind of her hero," Faust replied with a shrug. Starswirl made an Oh with his mouth and then looked back to Twilight.

"H-how are you talking?" Twilight asked the painting with wide eyes. The bearded stallion merely stroked his beard for a moment before finally replying.

"Pictomancy."

"What?" Twilight asked with a confused expression.

"Pictomancy, you know Picture Magic," Faust replied as she trotted over to the little lavender mare. "It's an ancient school of magic a great many artists would use it to bring their paintings and pictures to life," the ancient alicorn continued with a smirk. "Some of my subjects came up with it during my reign, and since then I've used it on some of my portraits," the ivory mare explained while coming to a stop next to the portrait of Starswirl.

"Indeed," the portrait pony stated with a nod of his head.

"So it's not really Starswirl?" Twilight questioned curiously.

"Well actually that's kind of hard to explain, Starswirl here is as close to the original as possible since he is based on the original Starswirl the Bearded. He has all the memories and such I implanted into him, his quirks and other things, it's just not his soul or whatever," Faust replied with a frown. The portrait pony merely hummed and pulled a pipe from his cloak before placing it in his mouth.

"Additionally, the art of pictomancy is a lost art, the exact mechanics behind its inner works have long since been forgotten. Faust has only learned the basics in the magic of pictomancy, rather than invented it, as such their is no record of the mechanics involved with its creation or how it actually works," Starswirl noted aloud. "As such while Faust knows how to use it, she never bothered to learn the exact mechanics behind it," the portrait pony added with a nod. Faust turned and gave the bearded stallion a dark glare.

"Shut up," the ivory mare growled. Twilight blinked and then turned to Faust with an incredulous expression.

"You use a spell you don't fully understand?" the little lavender mare questioned incredulously. Faust snorted and then let out a huff while turning her head to the side.

"I understand the basics, I just didn't learn all the advanced parts," the mare stated flippantly. Celestia brought a hoof to her face and shook her head. Twilight looked at the ancient alicorn aghast.

"But you could be doing it wrong!" Twilight shouted. Luna gave the young mare a rather scathing glare for the remark. True her mother should understand what a spell does and how it works. But the mare didn't have to be so blunt about it!

"I know what I'm doing!" said ancient alicorn growled. Starswirl finally grew tired of the two arguing and let out a breath. He pulled his pipe from his lips and settled a glare onto the mares.

"Mares if it's not too much trouble, perhaps this discussion can wait for another time," the portrait pony noted sternly. Twilight instantly claimed up and nodded her head stiffly, while Faust huffed and turned her nose into the air.

"She started it," the ancient alicorn stated childishly. Rainbow and Pinkie both broke into laughter, Rarity giving them a look and then turning back to Faust.

"Be that as it may dear, perhaps Twilight is right," the marshmallow unicorn began gently, "I mean, using a spell you only know the basics for can't be safe." Faust rolled her eyes and blew a breath into her bangs. The ancient alicorn then turned and trotted deeper into the gallery with a frown.

"Yeah yeah whatever," the ivory mare grumbled with a flippant wave of her hoof, "Lets just find that stupid book before it causes anymore damage to my tower." The other ponies merely gave a wave to Starswirl and then followed after the ancient alicorn. Rarity quickly trotted up beside of Faust and looked to her curiously.

"So miss Faust, how is it you know pictomancy but never learned how it works?" the marshmallow unicorn questioned curiously.

"By being reckless," Twilight grumbled irritably. Faust shot the little lavender mare a glare, then blew a breath into her bangs.

"Back when pictomancy was first created I was still princess, because of that I wasn't recording everything as I do now. As such no pony took the time of recording the advanced equations and formulas for pictomancy," Faust explained tiredly.

"Wait, then who taught it to you?" Luna questioned curiously. A smile suddenly crossed the ancient alicorn's face as she remembered her 'teacher' in the art of Pictomancy.

"A traveling artist and dear friend named Arrow Realm taught me," Faust began with a giggle, "she was a feisty little filly whose special talent actually was Pictomancy," the ancient alicorn stated with a sigh. The memories of the blond filly were amusing to say the least. From using pictomancy to conjure random objects. To creating horrible monsters to attack the ponies who picked on her. Realm had been an extremely feisty little filly for her age.

"So wait, not only is there another lost school of magic that you are proficient in, but it's a school of magic that some pony could have a cutie-mark in and never know about?" Twilight suddenly questioned incredulously. Faust rolled her eyes for a moment then silently nodded her head. "Then why aren't you teaching any pony any of these lost arts?" The little lavender mare demanded. Faust took a deep breath and then turned to give the lavender unicorn a flat look.

"Maybe because I'm always recording everything and don't have time to teach," the ancient alicorn noted flatly.

"You taught the princesses," Twilight countered. Celestia mentally groaned and brought a hoof to her face. She also noted she was doing that quite a bit recently. Moreover, if it wasn't her mother causing it, it was Twilight. 'Those two are far too alike, yet equally dissimilar, it's uncanny really,' the celestial diarch noted inwardly. She then trotted to Twilight's side and hoped she could defuse this situation before it got out of hoof.

"Twilight we were taught during the Dicordian Era, it was all nonsense which Faust felt didn't need to be recorded," the solar alicorn explained calmly. Luna merely nodded her head stiffly and then looked to the ancient alicorn.

"It also doesn't hurt that there were far fewer ponies in that era, thus less to document," the lunar alicorn decided to add in.

"Yes indeed, an excellent point Luna," Celestia beamed at her little sister, then turned back to her student. "Now as you can imagine Twilight, teaching ponies any of these lost arts would take a significant amount of time, of which Faust doesn't truly have with her duties as an archivist." Twilight merely frowned and scraped a hoof along the floor. She could understand keeping records more than any pony. But she also felt that the lost knowledge should be shared, and no pony could teach the lost schools of magic better than someone who learned them herself!

"But couldn't some pony else do all the recording while she teaches at least a few ponies who can teach others?" Twilight questioned seriously. The two alicorns blinked for a moment and then looked to Faust. The ancient alicorn groaned and then shook her head.

"Considering the fact that my tower also houses some of the most evil beings in existence," Faust began with a smirk, then shook her head "I'm not letting any pony in here any time soon." Applejack also decided to add in her own two bits to the conversation. She remembered her earlier conversation with the ancient alicorn. She especially remembered some of the creatures that she had mentioned were trapped in the tower. Much good as Faust could do as a teacher, it was quite clear she was needed more urgently as a jailer. No matter how unfair it was for her to have to do it alone.

"Look sugar cube, ah know y'all mean well, but Faust kind of has enough on her plate without a bunch a students ta teach. She's pretty much a jailer for this place when ya consider all the monsters inside it," the orange apple mare reminded. Twilight hummed softly as she considered the ancient mare's point. The Golden Door. The Necronomicon ex Mortis. The Puppet Pony 'Marionette'. Crunch the Rock Dog. Not to mention only Faust knew what else was held in the tower. The exact number of evil or malicious creatures locked in the tower was staggering to say the least.

The little lavender pony grimaced and shivered at the mere thought of any of them or Celestia forbid, all of them, free.

"Point," Twilight admitted with an incline of her head.

"Yeah yeah, that's great and all but I still have a question," Rainbow suddenly declared with a raised hoof. The other ponies looked to the mare, Faust arching a brow. "What the buck would a cutie-mark in pictomancy even look like?" the cyan pegasus questioned with her face scrunched up in confusion. Faust blinked and tapped her chin as she tried to remember.

"It was a weird symbol, I'll give you that, and for the life of me I can't remember what it was," Faust admitted with a frown.

"Do you mean 'symbol' as in something like a rune or glyph, or 'Symbol' the old term for cutie-marks?" Twilight suddenly questioned. Faust turned to the little mare with a flat look.

"Both," she answered bluntly. The ancient alicorn didn't wait for the little mare's reply as she continued through the gallery. She soon stopped before a portrait of a beautiful white unicorn, her purple mane lightly curled. However before she could open the secret passage, Fluttershy galloped to her side. The timid pegasus looked positively worried as she stared up to the ancient alicorn.

"Um m-miss Faust, I really don't mean to bother you but, have you seen Crunch anywhere?" the butter yellow mare asked urgently. Faust's eyes bolted open and she looked all around for the rock puppy. With a scowl the mare brought a hoof to her face with a growl.

"Great, now that little monster is loose as well," she muttered under her breath. With a sigh Faust's shoulders slumped and she looked back to Fluttershy. "Look, we'll find him later, right now I'm more concerned with stopping the Necronomicon, okay?" the ivory mare pleaded. The timid pegasus looked to her hooves worriedly for a moment but nodded her head in understanding. Stopping the book to save Spike and Light-Bringer was important. She just hoped that the rock-puppy would be alright on its own...

Crunch padded through the tower with his tongue lolling out of his mouth. The rock-puppy made his way through the towers halls. The undead ignored him entirely as he was made from rock and stone. The Necronomicon ignored him for other reasons. Regardless, the rock-puppy made his way to a familiar room. The storm instrument chamber and made his way inside. The rock-puppy blinked his eyes and looked all around for a moment. He soon stopped when he spotted his quarry within a glass bottle.

The rock-puppy made his way to the pedestal and tried to reach the bottle. However his body was too short for him to reach over it. Instead the rock puppy growled cutely and fell onto his back. Shaking and turning back over onto his paws he padded over to a large drum. Biting into its side he gripped it and pulled it over to the pedestal instead. Hopping atop the old storm drum caused Crunch to be thrown up. He gripped the bottle in his teeth and fell back down to the drum. He was then bounced off of it and landed with a yelp.

The bottle fell from his teeth and hit the ground yet did not break. The spirit within seemed to shift and turn angrily while Crunch tilted his head in confusion. The rock puppy then yipped and got back to his feet and padded over to the drum. He gripped it in his teeth and put it back where it belonged. That done he went and grabbed up the bottle holding Arabus in his teeth and left the storm chamber. The rock-puppy went through a great many halls and corridors. He passed by dozens of different kinds of undead ponies.

Finally he reached another familiar chamber. Within were a plethora of crystals. However one was of interest to the rock-puppy. He saw it among the others, a deep red glow within its center burning like molten lava. That was the one he needed to get. He padded forward and maneuvered it into his mouth along with the bottle. Blinking stupidly the rock-puppy then made his way towards an adjacent corridor. Walking inside he looked around until he saw a glowing seam. The rock puppy hopped through the seem in space and into the shadow realm.

Upon landing on the other side, Crunch looked up to see Grogar. The old goat had a cruel smirk upon his lips, his twin horns alight in an evil glow. The ram idly grasped the bottle and crystal up in his magic and brought them over to him. He then patted the rock puppy on the head. Crunch crooned and rubbed against the ram's clover hoof happily. The said ram let out a sinister chuckle as he eyed the two objects, as well as Crunch himself. "Good work, now come we have much to do," the old goat ordered as he turned and made his way back to his castle.

Crunch let out a few pants before following the old ram with a happy bark. He had no idea what the old ram wanted him or the objects for. But in the mind of the happy rock puppy, it couldn't be anything bad. Although deep and buried within that same mind, the true mind of Crunch the rock-dog began to stir...

TBC...

Author's Note

I'm really sorry that this didn't get out sooner. Work decided to kick me in the teeth the passed few weeks so I haven't had much time to work on this, or at least didn't have as much time as I wanted. In any case I hope you liked this chapter, I figured that given how Faust is creativity, Pictomancy would have to be a 'skill' she would possess. Besides that, Lauren Faust can draw and write, it'd make sense for Faust to be able too as well.

The Necronomicon Pt1

The Necronomicon

Part 1: Prison of Lost Souls

War-Helm was sent flying back by a backhand from the beast of shadow and flame. His body skidded across the hall before landing in a heap behind Light-Bringer. The icy stallion hadn't fared much better than he had either. His body had several new cuts, several missing patches of flesh to reveal bone beneath, his armor was practically ruined, and to top it off, his lower jaw was now missing. War-Helm was only glad his own iron armor was resistant enough to survive this battle. If it'd been just a bit less magically resistant, he'd also be missing limbs like the icy stallion.

"This battle is an effort in futility," Nightmare growled through gritted teeth. The mare of the moon was the least injured of them all. Her attacks having come from a distance had saved her more than once. The rest of them were not so lucky. "All our attacks have been for naught, the beast still stands" the ebony mare stated through panting breaths. War-Helm agreed with her on that much at least. The massive creature had suffered little to no visible damage from their continued assault. Even the dragon's flames had done little better than annoy it.

"If hwe hould onwy fihure hout ish weahness, hwe hould shop ish," Light-Bringer mumbled / replied. The no lower jaw thing clearly made it hard for him to speak. This was clear because Nightmare looked at him with obvious confusion. War-Helm however merely grunted and pushed his body back up. He instantly noted one of his limbs was stiff. Glancing down he felt no small amount of irritation. The joint had been crushed in on itself to a point where his armored limb could barely even move. If he suffered much more damage like that he'd be immobile and useless.

"Finding it's weakness is secondary to surviving if you ask me," Spike grumbled while rubbing his head. He had gained a flaming shadowy hammer to the head. Not only had it obviously hurt him, but it had sent the dragon flying back into a wall. War-Helm frowned as it became more and more clear that they were fighting a losing battle against a superior force. He was not one to admit defeat, ever, but this was not a fight any pony could win. The creature was ethereal rather than material, making attacking it effectively near impossible.

"Well beast if thou hath a plan to do so, pray tell what it would be?" Nightmare hissed at Spike. The massive magenta dragon gave a grunt and then rolled onto all fours. Standing up, the great dragon narrowed his eyes on the beast of shadows and flame. It stood across from them, watching and waiting for their next attack. It had basically started to toy with them once it realized they were no threat to it. It irked War-Helm to no end that it would dismiss him so readily. However there was very little he could do about it.

"Perhaps we've been going about this the wrong way," Spike considered with a frown. He rubbed his chin in thought for a moment before a sudden look crossed his features. A grin split his lips and caused the beast of shadows and flame to glare at him. "Instead of attacking," he considered with a click of his tongue, "could you two absorb the shadows and fire out of it?" Spike questioned of Nightmare and War-Helm with a grin. The flaming pony blinked then nodded his head, Nightmare mirroring his action.

With that decided War-Helm galloped towards the beast with a great whinny. His hooves left a fiery trail in his wake while Nightmare vanished into an ethereal mist. The great dragon that was spike picked up Light-Bringer and spoke to him as well. War-Helm didn't care what he had to say to the icy warrior. He just wanted this battle to end and the creature of shadows and fire to die. It hurt his pride to dismiss him as readily as he would a common pony. He would not let such an affront to his power stand. The beast would die, and it would die at his hooves!

The creature of shadow and flame saw the approaching ponies and gave a great roar. It swung one of its arms and a whip of shadows and flame crackled into existence. It cracked its whip only once before twisting and lashing out with it. War-Helm lunged to the side and out of it's path. Nightmare did the same, moving like an ethereal wraith in her current form. The two dark 'alicorns' approached the beast of shadow and flame quickly. War-Helm was the first to make his move, getting in close until his mane and tail seemed to merge into the beasts own flames.

The creature let loose a great cry as the flames of its body surged towards the fiery pony. War-Helm felt a great elation as it felt pain. He was finally causing it some form of hurt for the damage done to his own body. Nightmare soon joined, her ethereal body flying high up and above the creature. She twisted around it and began to pull the shadows from its body as if unwrapping a present. The massive creature of shadows and flame gave another cry and fell forward onto its hands and knees. It roared and glared towards where Spike and Light-Bringer were.

Spike, a grim expression on his face looked to Light-Bringer. The undead stallion glanced up and mutely nodded his head to the great beast. War-Helm raised a brow, wondering what the exchange was about. Little did he know that he would not have to wait long to find out.

Spike snorted a gout of white flame and closed his claw around Light-Bringer. He sat back and then reared his arm back as well. The massive magenta dragon then roared as he threw his arm forward. Light-Bringer was sent flying towards the great beast of shadow and flame. The beast howled and tried to rise up, yet Nightmare and War-Helm held it back, held it down, so that it could not escape. Light-Bringer began to glow as he approached the creature. His body gave off an icy blue glow that soon began to brighten. The wounds of his body gave off the glow as well, an icy wind began to form over his form...

That is when he hit the creature of shadow and flame.

There was an explosion of icy wind. Nightmare was sent flying away with a shrill yelp. War-Helm was knocked to the side and into a wall. Spike quickly folded his wings around his body. The creature let out a horrible shriek, one that could pierce the very soul of all who heard it. There was a sudden blinding light that escaped from the creature and then all was silent. War-Helm grunted and opened his eyes. He saw... snow? It covered the hall in its entirety. His body melted that which was near him, and some that fell on him.

He looked up and saw snow sticking to the ceiling as well, but falling down upon them as it began to melt. War-Helm then looked to the creature of Shadow and Flame. Instead he saw a frozen sphere with hundreds of swords of ice stuck into it. He then looked around to see Spike shaking snow from his body. Nightmare shot out of the snow as well and reformed into her true body. However she looked horrified towards something else. War-Helm grunted and pushed his body back up onto his hooves. He felt shaky and weak after that explosion, but didn't care.

The beast was finally dead, that was all that mattered, or, at least he thought so. War-Helm trotted over to Nightmare and then followed her gaze. He saw an icy spear, from it waved a tattered black cloth. Yet beneath it were the shattered and broken remains of armor. Finally, his flaming red eyes came to rest upon a frozen shattered helmet. The same helmet once worn by Light-Bringer. War-Helm felt a mix of amusement, and irritation, as well as what felt like sadness from that one small part of him he tended to ignore. The icy stallion was dead, his equal and opposite was dead... Good.

He didn't want to have to fight him later when he went after Faust and her 'daughters' after all.

"He's... beast, what did you do?" Nightmare questioned of Spike softly as she trotted to Light-Bringers helmet. The magenta dragon grunted and then cracked his neck.

"He was already dead," Spike began while stretching out his wings. "So we figured it'd make more sense for him to fully die, so that the rest of us could live," the great beast finished with a look. Nightmare merely looked to the broken pieces of Light-Bringer's helmet. She then sighed sadly and bowed her head.

"Rest now elder," the mare of the moon whispered softly, "know that we thank thee for thy sacrifice," she finished. Spike merely frowned and then turned on his heel.

"We better get going," the great beast stated, "no telling the kind of trouble Faust and the others are in by now," he noted with a frown. Nightmare mutely nodded her head, still sitting and staring at Light-Bringer's shattered helmet. She remained that way for a brief time. War-Helm felt irritated that she was taking so long. They hadn't even known the icy stallion for all that long. Mourning for the dead was pointless anyways. If that book had its way 'Light-Bringer' wouldn't stay among the true dead for very long.

Giving a whinny and a snort, War-Helm watched Nightmare snap her attention to him. She blinked and then sighed with a nod of her head. "Yes of course, we should be off," she noted distractedly. Rising ip the mare of them moon turned and trotted after Spike. War-Helm watched her for a moment, then glanced to Light-Bringers remains and snorted a gout of flame. Turning and following behind Spike and Nightmare, the flaming stallion ignored all distraction. The book had annoyed him greatly thus far. It was high time he burned the thing and be done with it.

Although he did have to wonder what it would throw at them next.

Faust marched down the staircase to the library. They had come up with a simple plan of attack. Rather than outright attack the book with brute force, Faust decided on a small group. Thus, she and three others would sneak into the library. While the three others fought the Zompony horde, she would use the Golden Horseshoes to approach and capture it. Once the book was captured they could close it and end the zompony threat for good.

Following behind her to accomplish this task was the trio of Applejack, Twilight, and Rainbow Dash. The ancient alicorn had decided that the three would be the most ideal team up against the zompony horde that the Necronomicon would have guarding it. Applejack was strong first and foremost. She also had her lasso so had a ranged method of dealing with Zomponies. Rainbow Dash was fast, not to mention the force she could hit a barn with was not unlike a bolt of lightning. Twilight was a genius with magic to spare. All and all, it was a good team up for their mission.

At least in her mind it was a good team up.

The other three ponies were not so sure about this plan. Well, Rainbow Dash was fine with it. Being in the thick of things was her style after all. True, she'd have to be more careful than she normally was, letting any of the Zomponies bite her was definitely out... wait. "Do these guys turn you into a Zompony from a bite?" Rainbow asked Faust curiously. She knew they couldn't die from a 'head-shot' as it were. But she wondered if that myth about turning into a Zompony after a bite from one was actually true.

"Depends," Faust replied honestly.

"On what?" the prismatic mare questioned.

"Whether or not they're giving off tainted spectra," the ivory alicorn replied in kind.

"Tainted Spectra, but isn't Spectra just the stuff pegasi use to make rainbows," Rainbow noted with a frown. Faust sighed and brought a hoof to her face with a shake of her head. Twilight felt the urge to mimic Faust, but refrained from doing so in order to answer the pegasus.

"Actually Dash, spectra is a special element inherent in all ponies and has several key traits," the lavender mare began. "First of all It is what allows our coats, manes and tails to have such bright and vibrant colors," the little lavender unicorn stated with a hoof to her mane. "Without it, our colors would be much more dull in comparison," Twilight noted with a nod of her head. "Spectra also allows a pony to use magic, Unicorns have a crystallized spectra shard in the center of our horns, earth ponies and pegasi have spectra in their hooves or wings, etc, etc," Twilight continued.

"Spectra is also present in the air, earth, water, and everywhere around us. Sometimes it will crystallize naturally into the gems that dragons or diamond dogs eat. Other times it will take on a more liquid based form, such is the case with the Rainbow Factory. It has also been found that spectra is the cause for Cutie Marks to appear. How and why they appear is still being investigated in Canterlot, but in any case, spectra is perhaps the most magical as well as important element in all of Equestria," the little lavender mare finished with a smile.

"Okay... so its not just rainbow juice," Rainbow noted with a blink. She then frowned and tapped her chin as a memory prickled at her mind. "So wait, does that mean that Pinkie basically drank raw magic when we visited Cloudsdale?" Rainbow suddenly questioned. Twilight face hoofed. Faust snickered despite herself and nodded her head.

"Yes Dash, pretty much," the ancient alicorn replied with a smile.

"Huh, is 'at why it was so gosh darn spicy?" Applejack questioned curiously. Faust actually stopped, then blinked and looked at the other ponies incredulously.

"It was spicy?" the ancient alicorn questioned with a raised brow. The three other ponies silently nodded their heads. The ancient alicorn was silent for a moment, then pouted and clopped a hoof against the floor. "Well darn, I owe Surprise five cakes then," she grumbled irritably.

"Who?" Applejack questioned. Faust blinked and then chuckled lightly as she remembered where she was.

"Oh sorry, just a bet from when I was young," Faust began with a shake of her head and a fond smile. "My pegasus friend Surprise kept saying Rainbows tasted spicy, even though ponies hadn't located any liquid spectra back then," the ivory mare continued and chuckled lightly. "It was roughly ten years later that an earth pony named Starswirl actually found a pool of liquid spectra, then she and her friends got coated in the stuff," she continued with a snicker. "Their coats, manes, and tails colors were swirled up after that, but none of them managed to get a taste of it so we never settled the bet."

"Isn't that a silly bet," Twilight noted pointedly. Faust merely waved a hoof at the younger pony.

"Oh please that's nothing, there was this one time Firefly and Glory tried to outdo one another, I thought they'd never stop," the ancient alicorn noted with a shake of her head. "Firefly was a pony who specialized in dancing, so she was super graceful and able to move through the air like you wouldn't believe, she also loved doing stunts," Faust explained fondly. "Then Glory was a speedy little unicorn pony, equally graceful on her hooves, but loved to move fast," she continued with a smirk across her face.

"So who won?" Rainbow asked with a grin. She vaguely remembered this 'Firefly' had invented that Double Inside Out Loop, but the story also sounded pretty interesting.

"Neither of them, they caused such a ruckus around the castle that I had to break them up," Faust admitted with a frown. "I mean playing around is all well and good, but between Glory skating across buildings and Firefly bowling ponies over, some pony had to stop 'em," the ancient alicorn finished with a nod of her head. The three were quiet after that and so Faust got up and continued down the stairs to reach the library.

Applejack took that moment to think about their current situation herself. Now, she was not the smartest pony alive. She didn't have half the kind of book learning that Twilight had. Nor did she have the kind of wisdom from living nigh forever like Faust or the princesses. She knew this, and she accepted this. That did not mean that she was stupid. Which meant she knew that things could go bad if they weren't careful.

Zomponies, from what she saw earlier were slow and stupid. Twilight had her magic to fight them at a distance. Rainbow could easily mow through them with sheer speed. Faust was practically a goddess who had fought zomponies on her own in the past. That left her as the odd mare out. Her strength was great, true, her land speed second to none, again true, and she had her lasso to rope in zomponies. It was all true.

The problem was that she wasn't looking forward to having to get close to a zompony.

This was honestly a very rational fear and she knew it. Zompony bites could potentially cause her to become one of they had tainted spectra. That however caused her to wonder what the difference would be. "Say, y'all never told us how we could tell one a them tainted zomponies from a normal one," the orange apple mare noted aloud. Faust idly nodded her head then tapped her chin with a quite hum.

"A zompony with tainted spectra will glow, the others won't," she explained curtly. Applejack nodded her head and spoke her thanks. Then mulled over the number she saw earlier with a frown. The vast majority had been gray, few had been blue. That meant they had to be careful or the blue ones would sneak up on them. They weren't smart, but that didn't meant the Necronomicon wasn't either. The book was also a factor into her worry.

Capturing the book would be hard with it likely having guards. The book had shown a great level of intelligence thus far. But she had to wonder just how smart a book could possibly be. She honestly didn't know, and that worried her as the book was ultimately a greater threat than the Zomponies. All and all, Applejack was unsure of their chances in this upcoming fight. The plan was sound, but then again it rested heavily on the book underestimating them.

"Alright the passage should be right about," Faust uttered aloud. The sudden voice pulled Twilight from her thoughts and back to the present. She looked to see the ancient alicorn tapping several bricks and steps in an odd pattern. A few moments later and the wall gave off a bright red glow. Glyphs formed across the bricks for a moment before they started to shift and move aside. Soon, a new passage was revealed to the ponies. "Here," the ivory mare stated with a smile. A frown crossed Twilight's lips as she approached the passage and looked into its dark depths.

"Where does this lead?" the little lavender mare questioned worriedly. No offense was meant, but she wasn't taking any chances with the tower anymore.

"It leads to my old trophy room," the ancient alicorn replied. "There should be some armor and weapons for you three to use against the Zomponies in there," she noted aloud. Rainbow blinked at the admission and scratched at her hair.

"Why do you have weapons and armor in a trophy room?" the cyan pegasus questioned with a frown.

"It's where I put ancient relics and weapons I've collected over the millenia," Faust replied with a shrug. The answer made sense to Rainbow Dash, who could understand keeping such items. After all, what better way to make sure no pony else used them than to hide them away in your own home? Applejack was just happy she wouldn't be walking into a mass of Zomponies unarmed. Brave as she was, she wasn't stupid enough to fight hordes of zomponies without at least a little protection. Twilight on the other hoof was curious of the objects that Faust had collected.

"What kind of relics have you collected that we could use?" Twilight asked the ancient alicorn curiously. Faust hummed in reply and rubbed her chin in thought. In all honesty, the ivory mare had lost count of the artifacts she'd confiscated over the centuries. Some of them were rather well known, others were annoyingly obscure. However, it had been quite some time since last she had taken stock of her inventory. As such, she wasn't completely certain of what she had within.

"Honestly, besides a few mementos from my early years, I've forgotten what I keep in there," the ancient alicorn admitted. Twilight groaned at the admission and brought a hoof to her face. In her own opinion, it was a wonder that the ivory mare had lived as long as she had. Not only did she only know the basics of an entire school of magic, but she also seemed to forget very valuable pieces of information.

"Jeez, for an archivist you sure don't keep up with everything in this place, huh?" Rainbow noted with a smirk. Faust gave her a glance and then sighed tiredly.

"I may be an alicorn, but my mind is as mortal as any pony else," the ancient alicorn stated flatly.

"Meaning?" Twilight questioned with an arched brow. As much as she knew about the princesses, she knew relatively little about alicorns in general. Faust sighed and then closed her eyes and thought of how she would explain this. Though, given Twilight's thirst for knowledge, more information was better than less.

"Alicorns are the most unusual of all pony races," Faust began, "in general, we can live for millennia without fear of dying of old age. As such our bodies retain our youth, we also grow larger than most normal ponies. Our magic is also far more potent than most normal unicorn magic, and we rarely get sick," the ivory mare frowned as she continued, "Though somehow the cold and other small illnesses are still able to affect us. Finally, our minds are still mortal in that we can only hold so many memories at a time, and we still forget like a normal pony would," the ancient alicorn explained.

"So that means that because you live such long lives, you forget things easier than other ponies?" Twilight questioned. Faust nodded her head and sighed tiredly.

"Normal ponies only live for a few decades at a time and even they forget things," she began tiredly. "As a result, Alicorns forget even more easily than normal ponies. After a millennia passes, we start to forget more and more easily, ponies, places, things, we forget all about them," she noted wearily. A sigh passed her lips as she looked up and thought back onto the things she had been remembering as of late. So many memories lost to her long long life, so many little things she had forgotten over time.

"Faust? Y'all okay?" Applejack questioned worriedly. The voice of the orange apple-mare snapped the ancient alicorn from her musings. She shook her head and turned to the three smaller ponies with a pensive smile.

"Sorry, just lost myself for a moment there," the ancient alicorn stated with a sigh. "Because we forget, we sometimes lose who we are and become simple in our actions," the ivory mare noted aloud.

"Simple? How have you ever been 'simple'?" Twilight questioned with an arched brow. As far as she'd seen, Faust was one of the more unusual ponies she'd ever met. That included ponies who lived in Ponyville, such as Pinkie Pie.

"I am currently the oldest living alicorn," the mare began, "as such I have lived the longest life out of us all and have the most memories," she started and closed her eyes. "What that means, is that sometimes I can forget hundreds if not thousands of years of my life at a time," the alicorn admitted tiredly. "Before I went to ponyville, I'd forgotten most of how I'm supposed to act around other ponies," she noted with a shiver.

"Ya mean how y'all pretty much knew everything about me and listed it off for me?" Applejack questioned with a shiver. She might respect the mare now, but that had been more than a little creepy. The ivory mare grimaced for a moment but nodded her head all the same.

"Yes, and I forgot other things as well," the ancient alicorn admitted with a sigh. However before one of the other ponies could question her further, they approached a wall. "We're here," she noted and touched her horn to the wall. Much as the bricks before, the wall was covered in crimson glyphs. It then started to twist and move, forming into a doorway into a large room with all manner of different objects. Rainbow instantly shot inside of the room and circled it in the air with a slight frown on her face.

"So these are all trophies?" the cyan mare questioned while looking at her reflection. Faust chuckled lightly and entered the room as well. She ignored the mirror and instead approached a set of brass and silver regalia.

"That mirror is actually one of Majesty's creations, it allows a pony to see anywhere in all the pony kingdoms," the ivory mare explained over her shoulder. Rainbow blinked and looked at the mirror with more interest. Twilight and Applejack also approached the mirror and looked it over as well.

"So how does it work?" Twilight questioned curiously.

"Just put a hoof on it, say the pony or the place that you want to see, and the mirror does the rest," Faust replied while she removed her saddlebags. Once off, she pulled several objects from them and went about putting them away around the room. Twilight watched this happen in the mirror, then hummed lightly. She placed a hoof onto the mirror and closed her eyes in thought.

"Show me Ponyville," she finally said. Instantly the mirror began to glow and Twilight pulled her hoof from it. A second later she could see all of ponyville within the mirror. "This is incredible," the little lavender mare whispered. Rainbow rolled her eyes and placed her own hoof to the mirror. She frowned in thought and considered what she might want to see within it.

"Alright, show me the Necronomicon," the cyan pegasus ordered. The mirror gave another brilliant glow as the mare removed her hoof. Once the glow had faded she finally got her first look at the horrible book. She shivered seeing it, stitched together flesh and bone making up most of it, a single golden eye staring out from it, the text upon its great many pages written in blood. "Yikes, that is one seriously nasty looking book," Rainbow noted with a shiver, "I doubt even an egghead like Twilight would want to read that," she added.

Twilight shot the prismatic pegasus a scathing look in response. "I'm not an egghead, I'm just well read!" the little lavender mare stated. Rainbow merely rolled her eyes. Applejack on the other hoof frowned and looked at the picture of the mirror with a frown.

"Er, is it just me, or are there no zomponies near 'at thing," the orange apple mare questioned with a frown. The question caused a bit of surprise in the other mares. Twilight looking at the mirror with a more scrutinizing gaze with Rainbow following suit. A moment later, Faust walked over and looked at the image within the mirror as well. She then placed a hoof onto the mirror and narrowed her eyes.

"Show me the Necronomicon's protectors," she stated. With a bright glow the image of the Necronomicon moved outwards. Faust felt her eyes widen as she saw an enormous black deadened tree came into view. Its entire form was upside down with its roots in the air, purple miasma seeped out of cracks in its bark, and what looked like eerie iron body shaped cages hung from its gnarled branches with silhouetted figures trapped within them. Perched upon the tree in swarms were masses of crows, their eyes glowing bloody red.

"Holy sweet Celestia! What is that thing?" Twilight all but demanded with wide eyes. Faust shivered as she saw the crows on the tree, and the tree itself didn't help matters either.

"Those birds are called Carrion Crows, flesh eating birds tainted by eating necrotic flesh," the ancient alicorn stated while pointing to the birds in question. The younger mares shivered at that bit of information.

"Then what about that tree?" Applejack asked with a shudder. She'd seen trees that were dead before, but this one just didn't seem right. Faust bit her lower lip and scuffed a hoof on the floor. The tree was something she'd honestly never seen before. Although whatever it was, she knew that it couldn't be good.

"I'm not sure," the ancient alicorn admitted, then turned on her hoof, "but we're wasting time. I've got a few things for you over here," the ivory mare stated. Rainbow and Applejack glanced to one another, then the eerie tree for a moment. They then quickly trotted after the ancient alicorn. Twilight however continued to stare at the image within the mirror, and the tree that the Necronomicon had created. 'Could it be some kind of monster?' she inwardly wondered to herself.

"Not exactly," a familiar monotone voice intoned. Twilight's eyes widened as the mirror's image shifted and twisted until she saw a familiar pony in its depths. It was a pony that had scared Twilight, not because she was frightening, but because of what she represented. 'She's what I could become,' the mare's thoughts reminded her.

"Nocturne," the little lavender mare whispered. "How," she started to question. However the lilac mirror alicorn merely rolled her eyes and tilted her head with a frown.

"I'm a part of you, whether or not you acknowledge me is beside the point," the mare responded curtly. Twilight snorted and narrowed her eyes on the mirror mare.

"Then why haven't you shown up before now?" the little lavender mare all but demanded. The mirror mare gave her younger self a flat look and then brought a hoof to her face.

"Maybe because you didn't need me, or ponies would think you were crazy if we talked out in the open," the lilac alicorn replied flatly. Twilight blinked and chuckled nervously, a light blush staining her cheeks.

"Oh, well that is a pretty good reason," the little lavender mare admitted sheepishly. Nocturne merely smirked and then let out a soft sigh. She was silent for a moment then fluffed her wings and tapped her chest.

"In any case, suffice it to say, that little pendent is for more than mere decoration," Nocturne intoned seriously. Twilight blinked and brought a hoof to the pendent. The cool metal seemed to pulse lightly, and brought a frown to the mares lips.

"You're inside of this then?" the little lavender mare questioned. Nocturne merely shrugged her shoulders.

"If it helps you sleep at night, then fine, I'm in the pendent," the other mare replied. Twilight frowned at the vague answer, then looked behind Nocturne to the eerie tree. A shudder traveled down her spine at the mere sight of the eerie plant. Whatever it was, it truly frightened her more than she wanted to admit. Whether it was because it was a creation of the Necronomicon, or something else, she wasn't really sure. However, her meeting with Nocturne did offer her a rather unique opportunity to learn about it.

"You're a future me," Twilight stated more than questioned. Nocturne merely raised a brow then nodded her head. Technically she was only a 'probable' outcome for the other mare. But that was just semantics. Besides that explaining what that meant would take too much time. "Then do you know what that tree is then?" Twilight questioned. Nocturne turned with a frown and examined the tree herself. Her eyes seemed to shine as she took in the form of the eerie tree. Turning back to Twilight, the mirror mare let out a soft sigh.

"I have a theory," she admitted. However, Twilight noted the worried look on the other mare's face. The fact that this was essentially an older and wiser version of her meant this was a very worrying being.

"So what is it?" Twilight questioned. The lilac mirror mare looked to the tree one last time and then turned back to her younger self with a frown.

"I think that tree is a physical representation of the prison for all the souls that the Necronomicon has devoured," Nocturne replied. Twilight widened her eyes and looked at the tree with horror clear across her face.

"Th-then those cages hold," she whispered quietly. Nocturne merely nodded her head, a pained look on her face.

"Lost souls," the lilac alicorn replied. "But listen," Nocturne ordered softly. The little lavender unicorn blinked and turned from the tree back to her 'future self'. The lilac alicorn brought a hoof to move her mane to the side of her face and looked at her younger self with a frown. "The reason I contacted you wasn't to explain that, I just wanted you to know a little something about that pendent I left you." Twilight raised a brow and looked at the mirror mare warily. She still wasn't sure if she could trust her or not, and her randomly appearing in front of her didn't help things.

"What did you want me to know about it?" the little lavender mare questioned. Rather than answer her, Nocturne's horn gave a brief flash of light. There was a pulse of magic and Twilight found herself staring at herself in the mirror. However, her eyes widened and her jaw was left agape as she saw what had been added. The necklace had vanished from her neck, and instead she was clad in Nocturne's combat regalia. She slowly raised a hoof and looked at it clad in the shining silver armor of her 'future self'. 'How did she, I mean a necklace is one thing, but full barding?' the mare wondered to herself.

While she was happy for something to protect her from the coming battle, she also wished she wasn't the 'knight in shining armor' for this adventure.

Princess Lunar Glory paced in front of the picture of Majesty with worry etched across her features. Her sister Celestial Majesty however was examining the picture of Majesty instead. Rarity and Fluttershy were examining other portraits around the long gallery. Finally, Pinkie Pie had decided to explore the gallery since she wasn't allowed to fight Zomponies. Faust's reasoning for keeping the pink party pony was actually very sound. While she knew a great deal about the undead, she had never been trained to fight them. As such she would only be effective against them in theory.

Regardless, Luna was worried. She knew that Faust was a warrior, unlike many ponies in this age. She also knew that if any pony could face the Necronomicon it was her. Yet the worry for her mother's safety remained. The lunar mare sighed and then looked to Celestia. The solar mare was still examining the portrait, a slight frown across her muzzle. "Sister, must you stare at that portrait?" Luna questioned. The older alicorn merely hummed and took a step back from the portrait.

"Sorry Lulu," the solar mare began, "I'm trying to discern if this is a pictomancy portrait or a normal one," the older mare admitted absently. Luna sighed and brought a hoof to her face and wondered why she hadn't expected this. Her sister had practically idolized Majesty since they were fillies. The possibility of actually talking to the mare, or a reasonable facsimile at least, was probably like putting a cake in front of the mare. And every pony knew how much Celestia loved her cake.

"Not to be rude your majesty, but since it hasn't started talking to you, I'd assume it that isn't," Rarity noted honestly. Celestia blinked and then nodded her head. A soft sigh passed her lips as she turned away from the portrait.

"Disappointing, though I suppose Majesty wasn't alive when Pictomancy was discovered," the solar mare admitted with a disappointed frown.

"In any case your highness, do you think Twilight and the others will be alright?" Rarity questioned worriedly. The solar mare smiled softly and turned to the young pony.

"While Faust is often a bit 'eccentric' she is also a very capable combatant," the pale-pink alicorn noted, "if any pony can keep them safe from this threat, it'd be her." The pale-pink mare's response seemed to ease the mind of Rarity and Fluttershy, however Luna did not seem relieved in the least.

"I only hope Mother has not lost any of her skill," the lunar mare whispered worriedly. Celestia looked to her sister for a moment and sighed tiredly. She knew that Luna worried for Faust, but she seemed to forget that the mare was an alicorn. Not only was she practically immortal, but she was also extremely powerful.

"I'm sure she'll be fine Luna," the solar mare told her sister with a reassuring smile. The lunar mare merely scuffed a hoof on the ground and looked away from her sister. Releasing a sigh, the pale pink alicorn took a quick glance around and took note that Pinkie Pie wasn't present. "Where has Pinkie Pie wandered off to?"

"I'm right here silly," the pink party pony's exuberant voice declared cheerfully. The other ponies instantly began to look for the pink mare. However strangely enough there was no sign of her anywhere they could see.

"Uh, darling I don't see you," Rarity admitted. The party pony's voice echoed in the gallery, a snort following it as she replied to the fashionista.

"Well duh Rarity, you're looking in the wrong place!"

The pink mare's declaration did little to explain exactly where she was. Rarity actually found herself even more confused than she had been. "Er, darling, this is basically a hall, there's only two ways you could be," the marshmallow mare noted. The sound of her friend giggling only became louder, soon becoming full blown laughter.

"Oh you'd think so, but no, I'm where you're not looking!" the pink party pony declared happily. Luna snorted and continued to look around for the strange mare. However much as Rarity had said there were few, if any, places for the mare to hide in what amounted to a hallway.

"Pinkamena, art thou having fun with us?" Luna questioned with a frown. Pinkie giggled for a moment and then replied in a cheerful singsong tone.

"Nooo."

A twitch came to Luna's brow and she narrowed her eyes and looked all around for the mare. However much like before she could see no trace of the pink party pony. "Pinkamena stop this foalish behavior and reveal thyself to us!" the lunar mare demanded sternly. Pinkie merely laughed this time, while Fluttershy glanced around.

"Um Pinkie, if it's not too much trouble, maybe you could give us a better hint," the butter yellow pegasus suggested timidly. Pinkie hummed for a moment and then snickered as her voice seemed to grow louder.

"Yeah I guess you got a point flutters, so here's your hint!" the pink party pony declared. "I'm right behind you," she stated with yet another snicker and snort. Fluttershy yelped and leaped to her hooves, only to blink when she saw no pony was behind her. Celestia raised a brow and looked over to Fluttershy, however the mare was alone and there was no trace of the pink po... wait a second.

"B-but Pinkie, I don't see you behind me," Fluttershy noted timidly. Pinkie merely giggled to herself cheerfully, while Celestia felt her eyes widen and her jaw drop.

"That's not possible," she whispered quietly. None of the other ponies heard her however as Luna started to growl and glare all around.

"This foalishness is becoming most annoying Pinkamena, we demand that thee show thyself at once!" the lunar mare ordered. Pinkie merely giggled once more and caused the powder blue princess to growl darkly under her breath. However, before she could set about on a tirade, Princess Celestia trotted forward with her mouth agape.

"Pinkie, h-how are you inside of that portrait?" the pale pink princess all but demanded. The other ponies followed the older mare's vision and then gaped at what they saw. Pinkie, snickering to herself, was somehow sitting inside of a portrait. The pink party pony then burst into laughter and fell onto her back within the painting, before sighing and wiping a tear from her eye.

"Oh I don't know exactly 'how' I got in here, normally I have to break reality to do stuff like this," the party mare noted with a nod of her head. "But my new friend basically just pulled me inside of this portrait if that's what your asking," Pinkie stated then frowned in thought. "Well technically I was pulled into one of the portraits down that way," the pink party pony admitted while pointing down the gallery, "but that's just semantics," she finished with a shrug. However she then frowned and tapped her chin before bringing a hoof to her head and added, "and my new friend also showed me how to move from painting to painting."

Celestia tried to listen to Pinkie, she really did, but the fact she was now inside of a portrait hadn't quite sunk in. Yes, the pink party pony did strange things on a daily basis. Yes, she also tended to break reality for her amusement. Yes, she was a close personal friend with death itself. But somehow randomly jumping into paintings just seemed out there even for the mare in question! The only pony that Celestia could imagine doing this kind of thing was Discord, but even Pinkie wasn't quite that chaotic. She then frowned as that got her worried about his 'new friend' of Pinkie's.

"Pinkie Pie, are you certain this friend of yours isn't trying to harm you," Celestia questioned worriedly. The pink party pony scoffed and waved a hoof.

"Oh c'mon Princess, I'm not a total idiot," the mare stated with a frown, "I do know when some pony is trying to hurt me," the cotton candy mare stated seriously. Celestia frowned but nodded her head. While Pinkie was childish she wasn't helpless. She just tended to forget that with the way the eccentric pony tended to act.

"I see, then might you come out of there then darling," Rarity pleaded with a shiver, "this is all very most unnerving," she added under her breath. Pinkie grinned, crossed her forelimbs over her chest, and then shook her head.

"Nope," she stated simply. "But how 'bout you girls come in!" the mare offered exuberantly. Celestia raised a brow and looked over to Luna. It was clear by the look on her sister's face that she was just as unsure as she was. While Pinkie was trustworthy, hopping inside of a painting sounded insane.

"I don't know Pinkie, w-wouldn't the portrait ponies be a little mad if we bothered them?" Fluttershy questioned meekly. The pink party pony scoffed and waved a hoof in response.

"Oh please, these ponies are awesome! I mean did you know Clover the Clever had a green mane and tail?" the cotton candy mare questioned excitedly. Rarity looked notably surprised at the admission, however Luna huffed and trotted to the portrait with a frown.

"Pinkamena, we are begining to tire of thy antics, we..." however before the princess could continue, Pinkie came halfway out of the portrait and wrapped her forelimbs around Luna. The princess gave a yelp as she was then pulled into the portrait, a brief ripple like distortion on it's surface as they passed through it. Celestia widened her eyes as Luna landed in a heap on the other side of the portrait. The lunar mare quickly got up to her hooves and shot a scathing look at a now grinning Pinkie.

"Welcome to the picture world princess!" the pink party pony declared cheerfully. Luna merely frowned and looked around warily.

"This is... not as horrible as we feared," she admitted slowly. She then took note of some pony Celestia and the others couldn't see in the distance. "Prithee Pinkamena, how wouldst I go about leaving this portrait to find and speak with the founders?" the lunar mare questioned curiously. It had been quite a long while since she'd last spoken with the founders after all. Well over a thousand years now, though most of that time she'd been sealed and asleep within the moon.

"You just walk to the side of this portrait and hop through," Pinkie replied and trotted to the side of the painting. Celestia and the others followed them, then watched as Pinkie jumped into the next portrait over. The cotton candy mare then spun on her hooves and looked to Luna with a wide grin. "See, just as easy as that!" she cheerfully crowed. Luna idly nodded her head then slowly trotted to the side of the painting as well. She then placed a hoof forward to the barrier between the two paintings. To Celestia, Rarity, and Fluttershy it looked as if Luna was touching the frame around the portrait.

"Simply hop through," Luna murmured and then took a step back before lunging forward. Much as Pinkie had before her, Luna landed in the next painting over. She blinked and then glanced around for a moment, before a smile graced her muzzle. "Huzzah! We have done it!" the princess happily cheered. Pinkie cheered as well and clapped her hooves together, then looked to Celestia and the others.

"So girls what do ya say? Wanna be in the painting as well?" Pinkie questioned with a raised brow. Celestia frowned for a moment before she trotted forward.

"Very well," the solar diarch decided with a sigh. Pinkie instantly came out and wrapped her forelimbs around the solar diarch, then pulled her inside of the painting as well. Once inside of the painting, Celestia felt a brief moment of disorientation before shaking her head to clear it. Looking around, the mare couldn't help but find the inside of the painting looked surprisingly lifelike. She was within a peaceful valley, a series of mountains in the distance, and what looked like a quaint little castle near a small waterfall.

"Okay, now for Rarity and Fluttershy, you two ready?" Pinkie questioned as she looked out 'the fourth wall' as Celestia thought of it. Mostly because she could now see outside of the painting, though it was a bit disorientating to do so. Rarity and Fluttershy looked to one another cautiously for a moment, then slowly nodded their heads to their friend. "Great!" Pinkie declared and then stuck her forelimbs out for the other two ponies. Fluttershy and Rarity cautiously grasped hold of the mare's forelimbs, and yelped as she pulled them into the painting as well.

The entire world of paint seemed to ripple and shake, until it finally settled down. Celestia raised a brow and idly wondered if this was yet another aspect of Pictomancy. 'A lost art that can create entire worlds to explore, ponies to speak with, and perhaps even more,' the solar diarch thought to herself. 'I really must convince Faust to teach this art to some pony, if for no other reason than to study it,' the pale-pink alicorn mused inwardly. Luna noticed the look on her sister's features and cantered up beside her.

"Tis a most unusual magical art, is it not?" the lunar mare questioned. Celestia silently nodded her head in agreement with the younger alicorn's assessment.

"Makes one wonder what else it can do," the solar mare noted. Pinkie was instantly in front of the princesses and grinned widely.

"Well why don't you just ask my new friend," the pink party pony offered. Celestia hummed and then nodded her head. The cotton candy mare grinned and then shot to the side. She bounced into another portrait and waved for the others to follow her. Celestia quickly galloped after the mare, followed by the others, and hopped into the next portrait as well. She stopped to note she was now in a portrait of a small village, guards here and there moving about in crystal armor. Luna came through shortly after and then grinned.

"Tia is this not the Crystal Empire before Sombra's rule," Luna questioned curiously. Celestia hummed for a moment and then nodded her head. The differences were minor, of course, but the village definitely had a few traits of the pre-Sombra Crystal Empire.

"It's probably one of the smaller towns outside of the capital, but yes I believe it is," the solar diarch replied. She took a brief moment to appreciate the sight before watching as Pinkie galloped into yet another portrait. "However, if we are to find Pinkie's 'new friend' perhaps we shouldn't dawdle," Celestia suggested crisply. Luna nodded her head in agreement and set out after the mare. Rarity however looked around pensively, then sighed and nodded her head.

"Well fine, but I'd really like to come explore this painting more thoroughly afterwards," the marshmallow unicorn stated and galloped after Luna. Celestia raised a brow as she left, then shook her head and looked to Fluttershy. Motioning for the butter yellow pegasus to follow, the solar diarch galloped into the next portrait as well. Fluttershy fidgeted in place for a moment before galloping after the princesses and her friends. She entered into the next portrait to find they were on a grassy hill in a peaceful valley, a calm stream off the the side.

"There you are!" Pinkie suddenly exclaimed. Fluttershy looked to the source of the voice and saw the pink party pony was talking to a very young pegasus. The pegasus was in that awkward phase between mare and filly, where she was too big to be a filly, but too little to be a mare. Stranger still, the pony had swirling patterns of red and black for her coat and the tips of her primary feathers were each stained in the different colors of the rainbow. Otherwise she was normal enough, with a curly blond mane and tail, and bright blue eyes.

She wore a pair of artists saddlebags that covered her cutie-mark and held a great many gemstones, pieces of paper, parchment, and other such items inside it, and a red bandanna with gold trim tied into a large bow at the back of her head.

"Oh hi Pinkie," the painted pegasus offered cheerfully as she glanced away from her easel. She then turned her head to look to the other ponies and raised a brow. "Who are your friends?" she questioned curiously. Celestia took that moment to trot forward and smiled.

"I am Princess Celestia of equestria," she offered with a curt nod of her head, "and I was wondering who you might be," the solar diarch admitted. The painted pegasus merely hummed for a moment, then looked to Luna and tapped her chin.

"More alicorns, though you're both a lot smaller than Faust," she murmured quietly then shrugged. "Well whatever, I'm Arrow Realm, but just call me Realm," the painted pegasus replied and turned back to her easel. She thus missed the look of shock that crossed Celestia's face.

"B-but you're a pegasus," the pale-pink alicorn stated. Pinkie snickered at the look on Celestia's face, then fell over laughing when she saw a similar look on Luna's face. The painted pegasus on the other hoof quickly turned and gave the alicorn a sharp glare.

"What is that supposed to mean?" the painted pegasus questioned darkly. Celestia had the decency to blush then raised her hooves up in a placating gesture.

"Oh no I meant no offense, but I wish to be absolutely certain," the solar diarch stated quickly. Realm merely narrowed her eyes onto the pale pink alicorn. "You are Arrow Realm, yes?" Celestia questioned and the painted pegasus nodded her head. "The same Arrow Realm Faust knew?" she continued. Again, Realm nodded her head. "The same Arrow Realm who taught her Pictomancy?" the painted pegasus smirked and nodded her head proudly. "The same Arrow Realm who's special talent was Pictomancy?" Realm rolled her eyes but nodded her head all the same.

"Do all these questions have a point?" the painted pegasus questioned with a sigh. Rarity was the first to speak slowly approaching the painted pegasus.

"Er, not that we don't believe you dear, but how does a Pegasus go about using Pictomancy?" the marshmallow mare questioned curiously. Realm sighed and reached to her bag to retrieve a few of the crystals within it. Biting down on one of the crystals she then steadily held it in place. Raising a wing she brushed one of her primary feathers against the gem, her feathers seemed to glow the tip changing to match the color of the gem. Once her primary was perfectly coated in whatever residue she had retrieved, Realm then began to brush her feather along her latest painting.

Rarity looked at what the panted pegasus was working on with great interest. It appeared to be a strange purple octopus with ghastly yellow eyes and a multitude of sharpened teeth. Soon, Realm had finished painting the strange residue on the painting and folded her wings back into her sides. Moving forward she tapped the crystal she was holding against the painting and made a symbol over it. That done she put the crystal away and quickly took several steps back and glanced at Rarity.

"You might want to move," she idly noted. As if to emphasize the painted pegasus point, the painting suddenly shifted and moved on its own. The marshmallow unicorn needed no more warning as she moved back from the painting. Mere moments later the octopus in the painting came alive. Its tentacles reached out of the painting before it pulled itself to freedom. The eerie purple octopus then slithered and crawled away towards the nearby stream. As the purple octopus moved away, Fluttershy watching it with great interest, Realm turned back to Rarity with a smirk.

"That answer your question?" the painted pegasus questioned in a haughty tone. Rarity merely nodded her head with an awed expression across her features. Not sure what she should think after witnessing the painted pegasus's painting come to life. Celestia on the other hoof merely opened and closed her mouth for a moment, then looked to Luna. Judging by the look on her face she was trying hard not to grin.

"The nobles will absolutely love this," she stated laughingly. Luna herself was trying hard not to laugh uproariously.

"They..." Luna paused and snorted a laugh out, "they will not take well to a pegasus surpassing every unicorn and alicorn to ever use Pictomancy, will they?" she questioned with a cheeky grin. Celestia merely smirked and idly thought of all the pegasi and earth ponies who had wanted to learn magic over the years. Clearly none had, the only acceptation to the rule generally being in the field of Alchemy. The nobles also tended to make fun of such ponies whenever they tried and failed in mastering any of the magical arts.

But apparently pegasi could not only use Pictomancy, but excel in it beyond unicorns as well. It was therefore not unlikely an earth pony could master and excel with it as well. She admittedly believed some Unicorns could probably do so to. But then again, the greatest of all Pictomancers had been a Pegasus. Not only had she been a pegasus but she'd basically been a filly when she mastered it. Clearly she had been a rare prodigy, not unlike Twilight, but that was beside the point.

'I really really want Faust teach Pictomancy to some pony now, preferably a pegasus or earth-pony so I can rub it in the nobles noses,' the solar diarch inwardly admitted. That wasn't to say she hated the nobles, just that they really needed to be taken down a peg. It just seemed that Pictomancy would be the easiest way to do it. While the thought was amusing another thought suddenly occurred to the pale pink alicorn. 'Perhaps I could even start a new school, one to teach the magics usable by non unicorns,' she considered for a moment, then widened her eyes as another idea came to her.

'Or perhaps I could have Twilight start a school like that instead.'

Deep beneath Faust's tower lay a room. The room is enchanted and protected by great magic. The room is wide and open, but with dozens of traps protecting a single artifact. A simple glass jar, one no pony would ever think twice about. The jar is round and holds a twisting turning mass of purple gray matter of some kind. Below it is an iron work that curves and twists over a deep well. The traps around it encompass more of the room than the well itself. For within that jar is a creature more foul than any other. And as a certain Sinisteed approaches the chamber, dozens of eyes open and close within the jar.

And an eerie tune began to sound out in the darkness.

TBC...

Author's Note

I am really really incredibly sorry about this chapter coming out so late. Last month was probably the worst month for me to try and write, between personal issues and work, I just had too much on my plate to finish this chapter on time. Doesn't help I had far too many ideas for this chapter and basically rewrote it a half dozen times. You can blame that last issue on my muse, but don't tell her I said so or she'll probably get mad...

In any case I am hoping to have the next chapter up by next week. I am also planning on making another 'Bonus' chapter which will be based around Halloween, just like the mothers day chapter. Either the next chapter, or the Bonus chapter, will be up next. Anyways I'm rambling now so I'll say thank you to every one who has faved my story thus far, and to every one who has reviewed my story. Seriously, it means a lot to know you like this story so much.

The Necronomicon Pt2

The Necronomicon

Part 2: Devourer Unleashed

Within the snow covered hall of Faust's tower. The 'grave' of both the beast of shadows and flame as well as Lightbringer. A dark tendril of black magic suddenly shifted and twisted around. The shifting mass twisted and turned in the air for a moment before swirling around. It created a vortex, pulling snow and ice into its center. Bones and pieces of the fallen dead collected into a skeletal being. The skeletal being was shaped like a pony, all bone and ice with no flesh or muscle.

The skeletal creature let out a groan and began to trot forward. Its bony body was made of jagged curves of ice covered bones. A series of glowing blue runes visible along each bone. A heart of black ice formed in the center of its chest within its ribcage. A single ball of light forms in its skull, glowing cool a icy blue. The dark energy continues to twist and swirl around it, pulling bits of metal from the ground. The metal formed into a suit of eerie armor over-top the skeleton.

A series of spinal plates lined its back. A helmet shadowed most of its skull. A single blade horn rose from its forehead with a tiny skull at it's base and runes along the blade. An icy mist rose from a crest along its head in place of a mane. A blackened gorget formed around its neck and throat in thin segmented plates. A ram's skull seemed to make up its chest plate, the horns curving back enough to wrap around its shoulders. It wore armor over its legs and hooves that were made up of sharp blades and blackened metal. An icy mist trailed from its back end in place of a tail.

As the icy skele-pony marched forward, a few scraps of black cloth rose and wrapped around its neck. A single skull shaped broach rose and attached to the 'scarf' that formed. The skele-pony soon came to a stop and looked all around. Soon, a ghostly haunted voice echoed from the shadows of its helm.

"Where... am... I..." the eerie voice echoed. A hoof rose to its helm as it tried to remember, as it tried to make sense of what had happened. But only confusion came to it as the memories made no sense. It then looked up as the familiar ebony energy began to swirl over him. The ebony energy that had formed him then seemed to seep into his very bones, staining them a dark onyx color. The skele-pony shook and quivered as it happened, a corruption consuming all that it was.

Soon the shaking and quivering came to a sudden halt. The skele-pony raised its legs and slowly stood back up. Its single eye gazed forward. A voice echoed in its mind and it trudged forward. Its movements were slow and jerking, as if it were fighting against itself. Yet still, the skele-pony continued to march forward without more than a moments pause. It trudged forward, following a heated trail left by a certain old 'war-horse'...

Tree Mane stealthily stalked the silent sewers. It glanced here and there as it did to make certain nothing was waiting for it. The ancient sewers felt old, but not quite as old as it was. It had never had a reason to enter them before now. It honestly wished it had never had a reason to enter in the first place. Memories of the past were prominent within the ancient catacombs. Memories that were best left forgotten and buried.

It remembered the event that created it.

It could vaguely recall a life before. A life where it wasn't the monster it was now. It wasn't sure if it had been a pony or a tree first, only that it had existed before. Sometimes it believed it had been a spirit, one bound to nature that was twisted. But regardless, its original shape no longer mattered. But the memories of what had happened to that original form, they screamed to the surface.

The day it all changed had been a horrible one. It had been a short time after Mort rose to prominence as an Alicorn of Death. The pegasi and unicorns attacked the flutter ponies and brought about a great storm. A spell-storm, a wild and untamed mass of raw untamed magic that twisted and changed everything in its path. Plants, animals, ponies, even the very land itself, nothing was safe from the storm. Faust returned when the storm was at its worst and put a stop to it herself.

Furious with the dealings of her ponies, she banished them from Dream Valley just as Mort had been. She locked herself in her tower and stayed within it for decades if not centuries.

It knew little of what became of the ponies afterwards. Though it seemed they had managed to get by. All it knew was that a few managed to retreat into the forest under cloak of darkness. They refused to leave, they refused to go, and so they tried to live in the black forest. Its home. It was young then, it remembered anger and hatred for those foolish ponies actions. The land was in such pain, torn apart and changed into something twisted.

It was no better. It too was twisted and changed into the thing it was now by the Spell Storm. An eternal guardian to a dead land. A monster at its best and worst. But the memories echoed in the silence. Some of the ponies tried to return to Dream Valley, decades later of course. They had hoped that Faust would forgive them their foalish actions. While it was possible that 'she' might... it was clear that 'it' would not.

Much like the gryphons who came millennia later, the ponies were taken. Some merely vanished into the dark never to be seen or heard from again. Some were burned in fires they tried to set up to flush it out. Some were impaled upon the branches of trees they tried to cut down. Some were driven to raving madness and attacked their fellows. Ultimately, when all was said and done, none had survived. Tree Mane had then gone to rest, and slept as a tree for many many years...

Then those gryphons had shown up. Tree Mane was awoken by the feeling of the trees dying unnaturally. It had felt such rage as they defiled its home. It had then done to them, what it did to the ponies before them. They too vanished, but this time it had purpose for one. It left Dream Valley for a short time, leaving a gryphon in the gryphon lands, half starved and all mad. He had warned the gryphons, and perhaps the ponies as well, not to enter the black forest, for that was its home.

Then it took him back.

Tree-Mane's memories halted and the monstrous creature turned down a corner. He spotted what could only be a drainage pipe and approached it. It glanced around for a time before one of its limbs shot out and turned a crank. The ancient crank turned with a low grind and a gate opened. Tree Mane looked to the gate, then to his long branch like limbs. Using them would make it too tall to walk through. So it lowered itself and folded its legs protectively over its saddlebags.

It made its way through the gate and into a long tunnel. The eerie white being continued to traverse the depths of the catacombs. It started to notice odd things flashing here or there. It halted and approached one of the flashing objects and found a Spectra Sphere. Two of its branches reached out and picked up the sphere. It brought it close and turned it in all directions to examine it. Spectra Spheres or 'Light Orbs' were an ancient construct.

They were primarily used in subterranean areas because they gave a steady stream of light unlike a flickering flame. The Tree Mane idly looked at the sphere, then turned to the wall. It noticed ancient markings which denoted directions. Ancient ponies used them to navigate the labyrinthine tunnels of the catacombs beneath Faust's tower. The markings were alien to Tree Mane. While it knew what they were for, it could not read them itself.

The Light Orb however was useful in other ways. It did not 'see' in the same way that ponies did. Not did it see in the way that Mortis the Black did. Its method of sight was nigh unexplainable even to it. Truly, it did not have the words to really express how it could see. However it could also feel, and as it continued through the tunnels it felt something new. It felt almost like more ponies first and foremost.

Tree Mane felt a quiet rage build before it felt something familiar. The sense was not unlike that of two fillies Faust had protected once upon a time. One had liked it, the other had feared it. The one that feared it feared spiders because of its appearance. It personally tolerated them because they were Faust's. It would not take what belonged to the ancient mare. Tree Mane absorbed the feelings of these new ponies then halted.

It felt something far worse than new ponies. It felt the undead and something more odious. Tree Mane's head tilted from side to side. Its extra branches lunged out and lifted it up into the air. The feeling was so similar to what it had felt in those ancient days. It moved quickly down the tunnels, towards a doorway that would lead inside of the Tower. It would not allow such creatures to exist. Nor would it allow them to destroy what belonged to Faust...

The Eerie Tree rested within the library of the Grand Archives. The enormous and horrid undead tree stood as a true testament to the power of the Necronomicon ex Mortis. Yet on the uppermost floor of the library, one of the shelves shifted. It then moved back and to the side and allowed three ponies inside of the library. Twilight padded out first, an annoyed frown on her muzzle. 'We were going down, how did we end up going up?' the lavender mare inwardly demanded. She was still very irked by the nonsense of the tower.

Rainbow trailed behind the lavender unicorn with a grin. A pair of thick 'Skid Boots' wrapped around her forward and rear cannons. The mare had an excited look across her face. Trailing behind and entering the library last was Applejack. The orange apple mare was wearing a set of metal skid boots, similar to Rainbow's yet much heavier. The orange mare wore silver horseshoes as well, just in case.

Quietly, Twilight slowly approached the railing of the library and surveyed the situation. Her eyes scanned the tree filled room with great caution and no small amount of worry. The tree was worrying, but for the moment it was the 'Carrion Crows' that would pose the greater threat. She also saw the book, perched high and protected by the branches of the eerie tree. What the tree really was danced in her mind. Her eyes were drawn to the horrible cages. The same cages which trapped lost souls. Souls that once belonged to ponies so very long ago.

The little lavender mare quickly shook her head of such thoughts. It would only make her feel bad if she thought about those cages. That is why she hadn't mentioned anything to Rainbow or Applejack. She found it hard enough to cope with what those were. She didn't want to burden her friends as well. She inhaled a calming breath and tried to take her mind off of the tree. 'Don't think about it Twilight, just don't think about it,' she told herself inwardly.

"Jeez Twi, what's taking you so long?" Rainbow grumbled from behind the lavender unicorn. "We're supposed to be attacking that thing remember," the prismatic pegasus stated with a grin. Twilight merely rolled her eyes and then glared at the tree and Carrion Crows.

"Actually Rainbow, Faust only wants us to draw the Necronomicon's attention, we don't need to attack anything, just keep it busy," the little lavender unicorn reminded her friend pointedly. The cyan mare scoffed and waved a hoof with a smirk. On her forelimbs and hind limbs she was now wearing sets of Splint Boots. The light armor would be good for the pegasus considering her usual speeds. The boots protected her front and rear cannons, with simple black hoof boots fitted over her hooves.

"Yeah yeah, I'll keep those bird brains nice and distracted for her," Rainbow stated, "I'm just itching to put these babies to work!" she declared with a grin. She then opened a wing and spread her primaries, revealing shapened silver feathers between them. "I don't know where Faust got actual wing-blades, but they are awesome!" the prismatic pegasus gushed. Twilight frowned for a moment and looked at Rainbow with a flat expression. She knew that her friend wasn't the most well informed mare, but even she should've realized Faust's age was a factor in having those old weapons.

"Considering her age, I'd assume they're from when they still made them," the little lavender unicorn stated flatly. Rainbow blinked and tapped her chin for a moment. She then silently shrugged her shoulders. She could admit that Twilight had a good point after all.

"Would y'all hush up," Applejack hissed as she came up behind the two. Much like Rainbow she had been given Splint and Hoof Boots. Though unlike Rainbow's she had been given some made of a light albeit durable metal. "Ah don' know 'bout you two, but personally ah don' like the idea a getting caught," the orange apple mare grumbled. Twilight inclined her head, agreeing with her friend. They really did need to be a bit quieter. Rainbow however rolled her eyes and shot her friend a look.

"Jeez AJ, calm down," the cyan mare grumbled with a shake of her head. She honestly didn't see what the big deal was. Yeah, she knew that things were more than a little dire. But Faust had a plan, and it wasn't like they hadn't dealt with crazy situations before.

"Rainbow Applejack is just being cautious," Twilight stated with a frown, "and you could stand to be just a little more careful yourself," she noted sternly. The cyan mare in question merely rolled her eyes and then glanced into the tree branches. The Carrion Crows were perched upon the eerie tree's many branches. Strangely, the birds did nothing but rest on their perches. Not moving or watching for anything.

"Twi, those bird brains aren't even watching for us or anything," the speedy pegasus stated with a roll of her eyes. Twilight mentally groaned and shot her friend a look.

"They aren't watching for us because they don't expect us," the little lavender mare reminded the pegasus, "and personally I'd like to keep it that way."

"You an' me both," Applejack muttered in agreement. With that Twilight proceeded to slowly move off to the side. She was followed closely by Applejack with Rainbow trailing behind them. The cyan mare rolled her eyes but remained silent as she followed her friends.

"Hey Twi, where is Faust at?" Rainbow questioned with a frown, "I thought she was gonna be here."

"She's sneaking in using the Golden Horseshoes to remain invisible," Twilight replied simply.

"Okay, then why are we doing most of the leg work?" the pegasus questioned with a frown. She honestly didn't mind, but she was curious. Faust had fought the undead before, so it seemed a little silly for her to be using them as a distraction.

"Maybe cause she don' wanna fight an army of the undead for hours when she could just grab that dern book. Not to mention it'd be no better iff'n the princesses tried to go after it instead it," Applejack grumbled. Rainbow idly inclined her head at the explanation, it made sense after all. The cyan mare then glanced back and noticed the door out of the library closed itself off.

"Looks like the secret passage is closed," the prismatic pegasus noted aloud.

"Good, we don't need that book sending an army after the princesses," Twilight replied.

"Not ta mention Rarity an' the others," Applejack added.

"I still don't know why we couldn't bring Pinkie," Rainbow grumbled, then looked to Twilight with a frown, "isn't she like an expert on these things or something?" The purple unicorn merely let out a sigh and shook her head at her friend's question.

"In theory she is, but not in practical application," the little lavender unicorn replied. Rainbow blinked and scratched her head, then looked to AJ with a raised brow.

"She means Pinkie only knows 'bout 'em, she ain't never fought 'em before," the orange apple mare began, then tapped her chin with a hoof. She then smirked as a perfect example came to mind. "It's kinda like how Faust tried to teach you 'at one trick, you know how ta do it, but 'at don' mean you can do it," the orange apple mare explained. Rainbow frowned, but nodded her head in understanding all the same. It did make a lot of sense in a certain way. The three fell silent as they slowly slunk around the upper floor of the library, soon approaching the stairway to the next floor down.

Twilight slowed and then looked towards the Necronomicon as they approached the stairs. The book gave off slow and steady pulsations. She idly noted that they came about every couple of moments. The slow and steady pulses reminded the little lavender mare of a heartbeat. However, she was almost positive this 'thing' taking the shape of a book had no heart to speak of. 'And it doesn't even deserve to be called a book either. Books give us knowledge, books are windows to other worlds, that thing is a monster, plain and simple,' the purple unicorn thought with a frown.

"So what now?" Rainbow questioned quietly. Twilight frowned for a moment and then glanced to the carrion crows around the room. They weren't particularly alert of course, but the sight of several books off to the side flying alerted her that Faust was preparing to make her move.

'She's probably going to use the books as stepping stones to approach the Necronomicon from behind. I assume that she isn't just making platforms to either conserve her magic, or because the Necronomicon would notice it. The levitation spell is a basic one and uses little magic, her charm variation even less. The likelihood of it noticing her is slim this way. But if the Carrion Crows notice those books then they'll start tearing them apart. She needs us to distract them from that,' the little lavender mare realized.

"Me and AJ will continue heading down towards the ground floor. You can fly up and distract the Carrion Crows now," the little lavender mare finally replied. The cyan pegasus grinned and gave a quick salute before shooting up into the air. The speedy mare then kicked off of a book shelf and towards the crows with a burst of speed. The speedy pegasus shot passed and startled the carion crows. With a laugh the mare turned in mid air and stuck her tongue out at the birds.

"Yo bird brains, catch me if you can!" she crowed and quickly shot off. The crows cawed and flapped their wings to take off. As a group the birds chased after the speedy pegasus while her friends quietly continued to travel down towards the ground. Applejack took a moment to watch her friend dodge and evade the birds. She then looked to Twilight with a worried frown.

"You think Rainbow 'll be okay?" the orange apple mare questioned worriedly. She knew Rainbow was fast, there was no chance of the birds actually catching up to her. But she wondered if Rainbow's stamina would be enough considering the birds were undead and likely didn't tire.

"She should be assuming she doesn't do anything reckless like try an indoor sonic rainboom," Twilight replied. Applejack snorted and barely held back a snicker. The two mares then continued on their trip down towards the bottom floor of the tower's library.

Above them, Rainbow whooped as she twisted around a Carrion Crow. The birds squawked as she then bucked them to the side and laughed. "Oh c'mon, you guys are pathetic!" Rainbow crowed mockingly. She then twisted in the air and spun around three of the Carrion Crows before swinging a wing. The silver wing-blades she wore sliced through the birds in a shallow cut, but it was still enough to destroy them.

Blowing a breath into her bangs, Rainbow shook her head in disappointment. She'd honestly expected a little more from the Necronomicon's forces after all. If these crows were really the best it had left, then this was going to be painfully easy. With that thought in mind the mare crossed her forelimbs and glared at the Necronomicon. The book turned in midair to glare right back at the spunky pegasus. A moment later it started to glow and sent out a pulse of necrotic magic.

Down below, Twilight and Applejack had just reached the bottom floor when the pulse passed over them. "Uh, what was 'at?" Applejack questioned warily. The orange apple mare then looked to Twilight expectantly. The little lavender unicorn blinked and then frowned.

"It was another magical pulse," the purple pony replied. Mere moments later the pony shaped cages began to glow. Twilight watched warily as smaller pulses of magic came off of the cages. 'I've got a really bad feeling about this,' the mare thought to herself. Strings of light began to reach out of the cages and sank into the ground. Twilight and Applejack could only watch as the ground shook and bony hooves started to reach out of the ground.

"Uh, Twi, I think we aught a move 'fore somethin' grabs us," Applejack insisted as the ground beneath their hooves began to shake and quiver. The little lavender mare needed no other coaxing as she and the orange cow-pony lynged to the side. The ground where they had been bulged outwards a moment later. Out of the ground came a skeletal pony, its body covered in bony armor. The creature let loose a sudden howl and even more skeletons began to rise.

Unlike the 'skull knight' these skeleponies were simple with only slight variation due to race. The unicorns wore light armor and carried bows and arrows. The earth ponies wore heavy armor and lumbered forward slowly. Finally the pegasi looked to have blades grafted into their armor and wing bones for cutting and slashing. The pegasi and earth pony skeletons approached both Applejack and Twilight. Meanwhile, the unicorns were coated in eerie black magic.

As one the unicorn skeleponies aimed their bows upwards. Looking from the skeleponies to their target Twilight mentally grimaced. Rainbow Dash was nearly gaping as she saw what the book had summoned this time. Thus was distracted from more imminent danger. "Rainbow look out!" the little lavender mare cried loudly. The cyan speedster looked down and yelped as an arrow nearly impaled her.

The cyan mare cursed under her breath and zipped away as the Carrion Crows gave pursuit. The mare yelped as she now had to dodge a hail of arrows while also evading the crows behind her. 'I just had to egg the stupid book on,' the mare thought with a scowl. While it wasn't the first time her over-confidence had gotten her in trouble, it was certainly one of the more memorable.

Down below Twilight yelped and jumped to the side as one of the skeleponies came at her. Applejack merely twisted around and bucked them in the head. The skeleponies head was sent flying back into two of its cohorts. The orange cow-pony smirked for a moment, before gaping as the bony undead started to piece themselves back together. "Well buck, how do we stop these things?" the cow pony all but demanded.

"I'll let you know when I figure something out," Twilight replied distractedly. She then quickly formed a shield around herself to stop the oncoming Skeleponies. Breathing a quick sigh of relief the little lavender mare considered their options. 'Okay, Skeleponies are faster than Zomponies, and can piece themselves back together after a solid hit. However they seem brittle, and I'll bet that with enough damage they'd break,' the purple unicorn mused inwardly.

"I don' mean ta rush ya Twi," Applejack began as she bucked a skelepony into its fellows. She then turned on her hooves and brought her forehoof to the skull of another. Letting out a quick breath the orange apple mare lunged towards her friend while taking out as many of the skeleponies as she could. "But could ya maybe figure it out just a bit faster!" Applejack pleaded as she jumped over a skelepony and bucked it away.

"I would but these things are surrounding us too quickly," Twilight replied tersely. It was then that she had a sudden flash of inspiration and quickly turned to Applejack. "AJ get over here!" she shouted. The orange apple mare offered no resistance as she rushed over to her friend. Twilight quickly dispelled her shield then formed it around Applejack as well. Once finished the cow pony gave a sigh of relief.

"Well thank ya Twi, but what do we do 'bout Rainbow?" the orange apple mare questioned with a glance to their friend. Twilight also looked up to see the cyan speedster barely evading the Carrion Crows and arrows. However the little lavender mare took a breath and closed her eyes.

"I have an idea to at least give us some room, once I do that I'll try to take out as many of the arrow-skeleponies as I can but I'll need you to defend me as I do," the little lavender mare stated. Applejack mutely nodded her head and watched her friend close her eyes. "Okay, here goes everything," the little lavender unicorn whispered. Her horn gave off a glow of energy before her shield suddenly expanded and shot the bony skeleponies around them flying in all directions.

Once that was done the shield quickly went down and Twilight concentrated her magic to her horn again. She aimed her horn at the arrow-skeleponies and then fired several rapid bursts of magic. The bursts slammed into the skeleponies with surprising force, knocking them apart with singular hits. As she did, Applejack reached beneath her hat and pulled out her lasso. Moving quickly the mare roped a nearby skelepony and twisted her neck to the side.

The skelepony was yanked to the side as well, smashing through several of its fellows. The cow pony grinned as she repeated this with another yank. The skelepony smashed even more of his fellows before falling apart itself. The orange apple mare pulled her lasso back and quickly bucked a skelepony as it came at her from the side. Letting out a breath the cow-pony looked up to check on Rainbow.

The cyan mare made a mental note to thank Twilight when this was over. She also made a note to never agitate a magical book ever again! With a snort the prismatic pegasus shot down away from the carrion crows and into the mass of skeleponies. The speedy mare narrowed her eyes and twisted in mid air, slicing through several skeleponies with her silver wing blades. She tore through a row of the skeleponies then quickly shot upwards into the air.

The skeleponies quickly regrouped and took aim, but Twilight pelted them with more magical bursts. 'I've really got to thank her later,' the prismatic pegasus decided. Shaking the thought from her mind, the cyan speedster shot into the distance with the Carrion Crows hot on her tail. She frowned as they followed her, then smirked as she shot towards the side of the library.

The cyan speedster quickly pulled up at the last second and then shot upwards. She looked back with a grin to see several of the crows slam beak first into the library wall. However she grunted as a few of them followed after her and the skeleponies regrouped enough to fire arrows once more. Moving around the arrows with blinding speed the prismatic pegasus glanced down to Twilight and Applejack.

The little lavender mare had erected another shield around her and their mutual friend. With a quick glance around, the speedy pegasus had to admit that things weren't good. The number of skeleponies was simply staggering. They outnumbered them at least twenty to one at this point. 'What I wouldn't give for some help about now,' Rainbow admitted to herself. As if in answer to the speedy pegasus wish the doors to the library suddenly gave a great shudder.

Moments later Spike busted through and unleashed a torrent of magnesium fueled fire onto the skeleponies. Soon after War-Helm and Nightmare burst into the room as well. The flaming war-pony reared back then gave a great whinny and lunged into the fray. Nightmare merely snorted and then gathered magic into the length of her horn. With a twist of her head the nocturnal alicorn sent out an arc of magic. The arc formed into a blade which tore through the mass of skeleponies with ease.

"Is that Nightmare Moon!" Rainbow gaped in awe at the sight of the mare of the moon. How and why the mare was there was any ponies guess. She just hoped that it wasn't Luna having another tantrum. Shaking her head of such thoughts the prismatic pegasus turned as the Carrion Crows flew at her. Quickly evading the birds the mare felt a growl echo in her throat. 'I'll think about that later, right now I've got some birds to deal with,' the cyan speedster noted with a snort. She then lunged at the Carrion Crows, attacking them once more.

Spike let out a sudden roar, the force of which shot out like a hurricane. His roar alone knocked dozens of skeleponies over while Nightmare twisted her head to either side. Arcs and blades of magic were sent in all directions to deal with the ever mounting number of skeleponies. The massive magenta drake narrowed his eyes and then swung his tail. The enormous limb flailed to either side, crushing and smashing dozens of skeleponies under its weight.

The dragon couldn't hide the grin across his face if he tried.

"Spike!" Twilight called out as she blasted several more skeleponies. She and applejack approached the titanic beast while fending off skeleponies. Oddly, to them at least, Nightmare Moon lunged at several skeleponies near them and smashed them with her magic. The mare of the moon turned quickly to the two ponies.

"Make haste my ponies, the army of the dead shall not rest!" she declared and shot yet another arc of magic into the bony undead ranks. Twilight and Applejack were silent for a moment, before the orange apple mare looked to her lavender friend.

"Uh Twi, was that Nightmare Moon just now?" the orange apple mare questioned slowly. The purple pony in question silently nodded her head. "Good, 'least ah know ah ain't goin' crazy then," Applejack murmured quietly. Twilight merely nodded again with a wide eyed look on her face. A million questions were moving through her mind trying to make sense of how she was seeing Nightmare Moon. She and the other elements had defeated her after all.

"Would both of you be confused later," Spike demanded as he lifted a titanic arm. He then brought his hand down on top of a legion of skeleponies. "I think we have more pressing matters to attend to for the moment," the great drake snarled. The ponies yelped and quickly went back to work dealing with the skelepony horde. Twilight blasting them with magic while Applejack used her hooves and lasso. Above them all Rainbow was dealing with the Carrion Crows or dive bombing the skeleponies below her.

Meanwhile, War-Helm snorted a gout of flame and turned on his hooves. He twisted into a flaming spin that burned all the skeleponies in his path. He idly noted a lavender mare in silver armor but ignored her in favor of trampling the undead instead. Unlike the Zomponies these annoyances were fast, they also had more tenacity. War-Helm assumed it was due to their nature. Unlike the Zomponies who had muscles and organs and what not, the Skeleponies only needed to move.

The Necronomicon probably had to hold them together, but that granted greater control. These skeleponies didn't have the durability of a Zompony, but that hardly detracted from them. At least it would had he been a normal pony. But against a suit of living armor, these bony husks were little more than annoyances. As such he super heated his armor and gave a great whinny into the air. The war-pony lunged forward leaving a trail of fire burning behind him.

His body slammed through the bony nuisances that was the skelepony army. They fell and crumbled beneath him as easily as he would trample colts and fillies. The armored war-stallion slid to a halt and then snorted another gout of flame before twisted and turning into a flaming tornado. The twister of fire pulled several of the skeleponies into him and he burned the bones to ashes. Once a sufficient number were reduced to nothing he moved on to the next batch.

The tactics of allowing him and Spike to burn the bony nuisances soon proved highly effective. The skelepony army began to dwindle and fade against their combined might. War-Helm inwardly smirked as he saw the scorched remains of the skeleponies that had fallen before him. True, the dragon had dealt with more but he could pulverize them with sheer strength and muscle.

"We're winning," Nightmare noted then grinned, "ha ha! That blasted book shall soon know true fear once I rip it asunder to avenge the elder!" the mare of the moon crowed. Twilight and Applejack exchanged confused looks for a moment. They then glanced to Spike for an explanation. The elder dragon groaned and brought a hand to his face.

"You remember Light-Bringer?" he questioned and the ponies nodded.

"Yeah, and speaking of which where did he get off ta?" Applejack questioned with a scratch of her head. Spike looked down at them pensively for a moment before letting out a sigh.

"Lets just say it's only thanks to him that we got here so fast," the dragon intoned seriously. The tone of his voice brokered no argument, and Twilight easily understood the unsaid message. Her eyes widened for a moment, then she turned back to the skeleponies. Applejack also realized what he meant and bowed her head for a moment. Her moment done the orange apple mare snorted and glared up at the Necronomicon.

"Twilight I mean no disrespect for Books, but I'm tearin' that thing ta pieces," the cow-pony stated seriously. Twilight scoffed and narrowed her eyes.

"Get in line AJ, and for the record that thing is no book. Books give us knowledge or let us explore new worlds and ideas," the little lavender unicorn stated with a nod. She then scowled and glared up at where the Necronomicon was perched with barely restrained disgust. "That thing up there isn't a book at all, all it gives or causes is pain and suffering," the purple pony intoned with a deep frown. Applejack mutely nodded her head then turned back to dealing with the few remaining skeleponies.

Nightmare twisted her head and sent arc after arc of magic screaming through the skeleponies. They were ripped apart and torn to pieces. The ebony mare of the moon soon found herself standing across from the skull knight. The massive beast was unlike the other skeleponies. It bore the skull of a ram hollowed out and made into a helmet with two curved horns at the sides of its head. Yet it also had wings with blades grafted to its sides, as well as bony spikes along its armor.

'This beast differs greatly from the rest,' Nightmare noted with a frown. She slowly circled around the Skull-Knight. However the odd skelepony twisted its head to either side and let out a howl. The piercing sound caused Nightmare to grit her teeth and fold her ears back. The Skull-Knight lunged forward a moment later. Nightmare quickly changed into a mist as it swung a bladed wing at her. Reforming behind it, the mare of the moon bucked the Skull-Knight away.

A smirk crossed the ebony alicorn's muzzle as she watched the Skull-Knight rise back up. It shook its head and let loose another piercing howl before lunging at Nightmare once more. The ebony mare of the moon smirked and changed into a mist to pass through it. However as she reformed the Skull-Knight turned and slashed at her with it's blades with blinding speed. The ebony alicorn cursed and jumped back. She then brought a hoof to her chest plate ware a large gash was left in the wake of the Skull-Knight's bladed wings.

A snarl crossed the ebony alicorn's muzzle as she gathered magic to her horn. "Thou art impressive, but thy power pales in comparison to that of the Queen of the Night!" the mare of the moon declare. With a twist of her neck the mare sent out an arc of magic towards the Skull-Knight. The spiked skelepony was knocked back by the force of the arc and its bones were quickly scattered across the ground.

The ebony alicorn took a breath and swooned as the Skull-Knight was felled. The mare of the moon groaned and shook her head. Her body felt strangely heavy, her magic was draining her more than it used to. 'Something is wrong,' she noted inwardly. A glance at her body showed the color draining from both her Cutie-Mark and armor. Her eyes widened as she remembered what had happened to that 'Daring' pony. 'I'm fading,' she realized.

The ebony alicorn grunted and pushed her way up to her hooves. She shook her head only to turn at a rattling sound. The bones of the Skull-Knight shook and began to rise up. They pieced themselves back together until the Skull-Knight stood once more. Its bladed wings were broken and useless so it threw the useless wings away. Letting loose a howl the Skull-Knight lowered its head and lunged at Nightmare.

Before the Skull-Knight could ram into the weakened mare abeam of magic slammed into it's side and sent it flying. Twilight let out a breath and trotted over to Nightmare. She instantly noticed how the ebony alicorn looked. 'She's from the Land of Legends like Daring was,' the little lavender pony realized. 'So then this would be the 'Nightmare Night' version of Nightmare Moon,' she thought to herself.

"Th-thank thee, star pony," Nightmare stated weakly while staring at Twilight's chest plate. "Were it only we had the strength, we would offer the a boon," the midnight alicorn slurred. Twilight frowned for a moment, then channeled her magic and helped the ebony alicorn back onto her hooves. Turning away from the ebony alicorn, Twilight noted that the ranks of the skeleponies were starting to thin.

'That Skull-Knight was probably their leader,' the mare mused to herself, 'with him gone they are reduced to fighting blind.' That thought in mind, Twilight looked to Applejack who had her lasso around a skelepony and was using it like a flail. She twisted her head to either side, flicking the skelepony into its fellows. Meanwhile above them Rainbow Dash continued to draw the attention of the Carrion Crows and dive bombed the skeleponies below.

'At this rate the Necronomicon's army should be dealt with in record time,' the purple pony noted inwardly. Nightmare suddenly groaned at her side, nearly falling onto her from fatigue. Twilight looked to the ebony alicorn with worry. While Nightmare moon had been her first real enemy, this wasn't that mare. With that in mind, Twilight created a shield around herself and Nightmare to keep the skeleponies out.

Nearby, War-Helm snorted and looked for more skeleponies. The ranks had been thinned greatly since their timely arrival. Less than a dozen or so remained and they were quickly being dealt with. Soon they could move on to deal with the Necronomicon itself. Then he could concentrate on more important...

War-Helm's thought's were interrupted by a sudden chill and he was sent flying to the side. His body bounced across the floor twice before landing in a heap. His already damaged armor was even worse off now. While not crippled his wings felt bent and crooked. Several other plates were also bent or dented inwards. With a shake of his head War-Helm got up and glared at his attacker. Needless to say he was surprised by what he saw.

A skelepony in blackened armor that was eerily familiar and seemed like it had been shattered then pieced back together. Unlike the rest it had icy vapor for a mane and tail. The bones that made up its body had been stained black with glowing blue runes. Ice covered each of it's bones and formed into a shell around a black icy heart. The skull shaped broach and tattered black scarf were the clincher.

'Light-Bringer,' the flaming war-pony noted to himself. He let out a snort of fire and pushed his way back up to his hooves. His eyes trailed from the bony undead back to where the Necronomicon was perched. The evil book looked almost pleased as his furious gaze fell upon it. 'The book brought him back,' one of the inner voices within War-Helm realized. With a snort, War-Helm twisted his helm on his neck and scuffed his hoof across the floor.

The icy skelepony paid him no heed. It seemed unfocused and lacked the intelligence of Light-Bringer. It shuffled forth in a jerking manor. It was almost as if its body protested against each movement forward that it took. Twilight turned to War-Helm for only a moment. However when she saw the icy skelepony her eyes widened. "Dear sweet Celestia," the little lavender mare whispered upon seeing the icy skelepony. Spike snorted and scowled at the sight of the creature.

"Why am I not surprised that blasted book wont let the dead rest," he muttered darkly. The great beast then cracked his knuckles and looked to a shocked Nightmare. "How you holding up down there blackie?" the magenta dragon questioned. The weakened mare of the moon was silent for a moment before shaking her head and glaring at the Necronomicon.

"We feel as though yon book hath existed for far far too long!" the ebony mare snarled weakly. The drake honestly couldn't agree with the mare more if he tried. The Necronomicon gave out another pulse, Spike grunting as the necromatic magic washed over him. Narrowing his eyes the great drake snorted a haze of smoke as a black tornado rose up around the eerie tree. The tornado picked up the bones of the scattered Skelepony army.

Soon enough the bones began to piece themselves together into a new form. Spike mentally groaned as it seemed that the accursed book just wouldn't give up. The ponies gave a shriek as the tornado started to pull them in. Spike narrowed his eyes and quickly caught them in one of his wings. He also grabbed Rainbow dash in one claw and held her in his wings as well. Looking back to the reanimated Light-Bringer, Spike noticed he was rooted to the floor with ice.

'Clever, though I wonder how much was him and how much was the book,' the magenta dragon noted to himself with a frown. He then glanced at War-Helm, the iron armored pony was struggling to stay rooted to the ground. Rolling his eyes the magenta dragon grabbed him as well. The tiny war-stallion glared at him but was ignored as the great beast turned back to the swirling tornado of necrotic magic.

'Just what is that blasted book up to this time?' the magenta drake wondered with a scowl. Soon the tornado began to slow, a great dragon of bone replacing it. 'Oh great, this guy again,' the titanic dragon noted with a frown. The skeletal dragon let out a low shrieking roar. Spike snorted a bit of smoke and lowered the ponies to one of the floors of the library. "I'd suggest finding someplace out of the way, this is about to get ugly," the titanic entity ordered.

Twilight nodded and helped the weakened Nightmare to limp away weakly. Rainbow and Applejack looked to one another for a moment before following after the two. With the ponies out from under claw, Spike turned to the bony dragon while War-Helm faced off against Light-Bringer. 'Guess its time for round two bone head,' the magenta dragon noted with a roar. As one the two lunged at one another, Spike easily bowling the bony drake over.

Meanwhile, War-Helm stood across from Light Bringer. The flaming war pony let out a snort of fire and lunged at his enemy. The icy stallion tilted his head for a moment, and fast as lightning a wall of ice came up. The wall slammed into War-Helm's chin and knocked him flat on his back. The flaming war pony grunted and rolled back to his hooves. He idly brought a hoof to his chin and noted that it and most of his 'muzzle' had been knocked away to reveal the flames within.

The flaming war pony narrowed his eyes and dragged a hoof along the ground. His hooves superheated and began to glow bright white as he glared at the icy skelepony. The voices in his head, all of them, they demanded that the icy stallion be felled. Each for different reasons, but he wouldn't argue. With a whinny the flaming war pony galloped forward and aimed his horn at Light-Bringer.

The icy skelepony merely stood there and dozens of icy blades formed around him. The blades were then sent flying at a surprised War-Helm who dodged and weaved around them. A stray blade knocked him back and managed to cut a large gash in his side. His flames began to spill out of the new hole, but War-Helm shook his head and snarled. His eyes burned a bright and bloody crimson red as he glared at Light Bringer furiously.

'Just die already!' he thought furiously. The flaming war pony lunged forward yet again, however stopped and turned into a flaming maelstrom. The flames spun and protected his body from a surge of ice before he finally impacted with Light Bringer. However his momentum had been lessened by the icy waves of magic and barely caused the icy stallion to slide back at all. War-Helm grunted and rose back to his hooves to glare into the single eye of the icy skelepony.

War-Helm only idly noticed Spike tearing apart the bony dragon. In all honesty he didn't really care. As he looked into the eye of the skeletal pony he felt rage. Light Bringer was not his friend, had never been his friend. But he could at least respect him for his skill in battle. This thing before him, it wasn't Light Bringer anymore. There was a cold emptiness behind that icy eye. No trace of the skill, experience, or mind of the pony he once was.

War-Helm snorted a gout of flame, Light Bringer let out a low groan as an icy mist formed around him. The two ponies lunged at one another a moment later. War-Helm grunted as an icy blade sliced off his right forelimb. However he paid the icy skelepony back by burning off its left rear leg with a single flaming buck. The icy skelepony retaliated with a swing of his horn, slicing into War-Helm and nearly bisected him with his blade.

The flaming war pony grunted as more of his flames spilled forth. His eyes blazed with rage as he brought his left forelimb down on the icy skelepony. It was knocked down and he then lowered his head and tossed the icy skelepony away. The iron armored false alicorn felt his flames begin to cool as he glared at the icy stallion. Light Bringer merely rose back to his remaining hooves, standing unevenly and glaring at War-Helm.

As the did the Necronomicon watched the two try to kill one another with interest. The bone dragon and Spike also amused the ancient book. But the fight between ice and fire was far more entertaining. It proved ample distraction for Faust as she stalked towards the book from behind. 'That's right, just watch the two undead ponies try to kill one another,' the ancient alicorn thought as she approached.

Once she was close enough, the magic of the golden horseshoes faded to reveal the mare. She then pounced on the book from behind. Gritting her teeth she held it down and turned several of its pages before stopping at a list of names. The books eye swiveled wildly as the mare pressed her fore hooves down and yanked the pages out with her magic. The book gave a pained shriek as she held the pages to the side and then quickly closed the book.

However the Necronomicon struggled and fought against her to remain open. Grunting and struggling against the evil book, Faust held firm against it. The ivory alicorn grunted and then remembered a spell to close the book. 'The one good thing Mort did with this book was make a spell to pacify it,' the mare thought to herself. Thinking back on the spell for a moment, Faust took a breath.

"Klaatu..." she stated and the book began to shake even more wildly, "verata..." the book sudden shot up and smacked Faust in the chin. However the ivory alicorn merely shook her head and grasped the book firmly in her forelimbs. However she stopped when she realized that she had forgotten the last word. 'Oh buck me,' she thought to herself as the book pulled her to the side.

"Necktie," she tried only for the book to continue pulling her. "Nectar," her second try ended much the same as the first, only the book tried to throw her off of itself. "Noodle?" the mare questioned hopefully. Sadly this proved just as ineffective as the last few tries. She yelped as the book flew into the air and spun her around, however she continued to hold onto it. The book then slammed her into the base of the tree and dragged her along behind it as she tried to remember the spell...

As the ancient alicorn struggled against the evil book, Spike continued to brawl with the bone dragon. Much like before the titanic drake dominated the battle against the skeletal drake. He smashed his head into it with enough force to knock it back. While his head wasn't reinforced, it was still hard enough to do some damage. With a smirk, the great beast swung his body, slamming its tail into the side of the bone dragon and knocking it to the side.

Licking his lips, Spike let out a dark chuckle as he approached the bone dragon. Smoke rose from his nostrils a moment before he inhaled deeply. The bone dragon let out a hollow shriek and lunged at him. Yet it was a second too late as Spike unleashed a torrent of magnesium fueled fire onto it. Soon the bony dragon was reduced to nothing but soot and ash. With his opponent done, the great beast looked up in time to see Faust struggling with the Necronomicon.

'Well that isn't too surprising,' he admitted to himself with a shake of his head. The titanic drake then opened his claws and started to lift himself up towards the mare and evil book. However down below him another battle was still taking place. War-Helm and Light Bringer stood across from one another. The flaming war pony glared at where Spike was, then turned back to Light Bringer. The flaming war pony examined the icy stallion for a moment before narrowing his eyes on his black icy heart.

War-Helm grunted and tried to balance on his near decimated armored hooves. The armored skull that Light Bringer wore to protect the black heart would be hard to piece. He knew that much at least. However, he super heated his horn until it turned bright white and lowered his head. His worthless wing guards would be of use as War-Helm concentrated a stream of fire through them. They pushed his body forward like a rocket straight for Light Bringer.

The icy stallion reacted with great speed, creating an icy barrier between him and War-Helm. The flaming war pony plowed through the icy barrier with ease. Several piece of his armor were knocked off by the force of the blow. He ignored it and rammed into Light Bringer. The icy skelepony widened his single eye as War-Helm pierced his heart. However with the last of his strength he conjured icy blades that pierced through the iron armored war pony.

War-Helm's eyes widened as his flames streamed out of the armor. He began to shake, bursts of fire pouring from the many gaps and gashes in his armor. Light Bringer on the other hand began to freeze over, his ice spreading into War-Helm and the ground beneath them. A moment later, War-Helm's body burst into flames that shot straight into the air. The flames seemed to shift forming the head of a pony that whinnied loudly into the air.

A moment later, a ring of fire burst from the flaming pillar.

Spike cursed seeing the ring and opened his wings to block it from reaching Faust. Twilight created a barrier around herself, Nightmare and the others. Faust merely looked on as the flames spread and began to burn down the eerie tree. The mare grunted only to blink then bring a hoof to her forehead. "Oh right, that's it!" she noted and glared at the struggling Necronomicon.

"Klaatu verata nikto!" she cried out. The book gave a strangled cry, its pages gave off a sudden glow before it was sealed shut. The book struggled futilely against the spell in an attempt to break free. However its struggles were for naught. Nodding her head, Faust looked around for a moment then galloped to the side and jumped off of the tree and into the air. She opened her wings and landed on Spike's shoulder before tossing the pages she'd ripped from the Necronomicon into the flames.

"What're those?" Spike questioned as the pages began to burn.

"The Necronomicon gets its power from souls," Faust began while hiding behind one of his wings, "those pages held all the souls it captured over the millennia," she explained quickly. "In all honesty I've wanted to burn those pages for centuries, but I couldn't just open the book and let the Necronomicon unleash an army of the dead," the ancient alicorn admitted. Spike blinked and then turned to the pages warily as they burned in War-Helm's freed flames.

"So what happens when the pages are destroyed?" the great beast questioned warily. The ivory mare blinked and then shrugged her shoulders with a sheepish grin.

"Honestly, besides freeing the souls and thus rendering the book powerless, I have no idea," she admitted. The great beast grunted and brought a claw to his face. Not for the first time in his life he couldn't help but wonder why she did things like that. However his questions would have to wait as he turned to the pages. They gave off a brilliant light for a moment before a mass of white light blinded the titanic drake and spread across the library. However, he and the others still managed to hear the words of thousands whisper in the air...

'Thank you...'

War-Helm lay in pieces upon the floor, a transparent grey earth pony staring at his remains. Oddly, the pony had no symbol, his flank as blank as if he were a colt. 'It's all gone now,' the stallion thought as he looked to his transparent hooves. 'The hate, the rage, the fury, and even the power. It's all finally gone,' he continued and closed his eyes. 'So where do I go now?' he wondered to himself. However with a glance around he noticed the body of Light Bringer.

Looking down at it was a transparent white unicorn with a blade shaped horn and a sword wreathed in light for a symbol. His eyes were magenta and his mane silver grey. The unicorn stared at Light Bringer for a moment then shook his head. "It's been a long time coming," he noted with a slight smile. The strange stallion then turned away from the broken body and looked to the grey earth pony. "You know, I have to admit I'd never pictured you as an earth pony," the unicorn admitted.

"Whatever," the grey stallion replied tersely. The white stallion, whom he assumed to be the original Light Bringer, raised a brow.

"I meant no offense," the unicorn offered. The earth pony merely rolled his eyes and looked to the broken remains of War-Helm.

"It doesn't matter anymore, I'm not angry," the ashen pony stated honestly. Light Bringer raised a brow for a moment before a smile crossed his lips.

"So what do I call you exactly?" Light Bringer asked curiously. The grey pony looked to Light Bringer with a raised brow, clearly confused. "Well I assume that War-Helm wasn't you actual name... but if it was, then I'm sorry," the pale stallion replied amicably. The grey earth stallion merely looked away, into the vast white void they were within.

"What happened?" he questioned. Light bringer shook his head for a moment and then let a small smile cross his lips.

"Faust set us free," he replied then tapped his chin, "well every pony but you, you set yourself free," he admitted with a smirk. The grey earth stallion merely stared at the vast white. His eyes picked up numerous figures moving into the distance. He assumed that they were finally passing on. 'Good for them, now they can rest,' the grey stallion mused.

"So what happens to us now?" the grey earth stallion questioned. Light Bringer merely shrugged his shoulders.

"No idea, I've never really died before. Undeath maybe, but never true death," the pale pony replied. The grey earth stallion silently nodded and then turned away.

"Aren't you afraid, I assume that you've done horrible things," the grey earth pony whispered. Light Bringer merely nodded his head and then smirked.

"Death shouldn't be feared, to me, it is the last great adventure on a long road," the pale pony mused aloud. The grey stallion hummed and looked down. He was starting to vanish, as was Light Bringer. With that thought in mind the grey stallion closed his eyes and sighed.

"Flint," he finally said. Light Bringer turned to the dark pony with a raised brow. "My name, it was Flint a long time ago," he stated once more. Light Bringer merely nodded his head with a smirk. A moment later the light covered them and they vanished. Soon there was nothing left, only two suits of armor, both broken and torn apart...

In the depths of the tower, Lord Umbra slipped passed the final traps around the Smooze and picked up the jar that held it. The jar was larger than any he'd ever seen before, circular and with a cork stopper to keep the smooze held at bay. The shadowy sinisteed grinned as he held it in his hooves. Dozens of eyes seemed to blink within the jaw of eerie purple grey slime. However Lord Umbra ignored that and shot out of the room.

'I'll just let the Smooze loose and get back to Grogar for my reward,' he decided with a grin. However the shadowy wraith soon slowed and then widened his eyes. A pulse of magic flowed through his entire being and shook him to his core. The shadowy stallion shook and watched as a pure white light approached him. He shook his head and tried to find a way to escape.

Yet he couldn't see any way out of the hall. He was trapped, and the blinding light was approaching him. He was a Sinisteed, one of Mort's creations. A shadow given life, unable to survive in the light. The light that was approaching would easily be the end of him. Lord Umbra turned and shot back into the Smooze's prison. He darted to every wall trying to find a door or hidden passage of some kind. However it was for naught and he turned back to the light with wide eyes.

'No,' he thought with a shake of his head as he backed up into the wall of the prison. "No!" he cried out desperately. Though soon enough the light over took him and his body was burned away into burning cinders. His final scream echoed in the air even as he vanished entirely. As he burned away the jar that held the Smooze fell to the ground. It hit the ground and shattered instantly releasing a mass of purple grey ooze that quickly began to spread across the floor.

The purple grey protoplasmic ooze gave off a low groan as several eyes formed and unformed randomly. The mass shook and quivered for a moment before spreading out across the floor. The eerie sludge spread and mouths began to open upon it. "Bow... bow... bow..." a whispered weakened voice sang softly yet slowly grew in strength. The Smooze then seemed to shake and its mouths opened and closed randomly, grins and wicked smiles forming across them as the song grew louder and louder.

"Bow bow bow, bow bow bow, bow bow bow," the creature suddenly surged outwards. Its entire being spread and began to cover everything in its path. It wandered down the hall to its prison. It flowed up a set of stairs and into a large room. The eerie purple muck grinned and continued to sing as it started to devour everything in its path, singing its song as it did...

Within the painted world Pinkie, Rarity, Fluttershy, and the princesses followed Arrow Realm into yet another painting. As they entered into the painting, Celestia and Luna halted at a sudden feeling of warmth. The two alicorns looked to one another, and noticed the smiles that crossed each others features. "Tia do you think that?" Luna began to question. Celestia merely nodded her head and turned to examine the new world they had entered.

This one seemed like a rather lovely field of flowers, Celestia also noticed some mountains in the distance as per usual. However as it was likely based on somewhere in Dream Valley, which was surrounded by mountains, that made sense. As she walked thought the field Fluttershy relaxed and let out a calm sigh. She rested on her haunches and closed her eyes in content.

Pinkie saw this and rolled her eyes. She then turned to Realm with a grin. "You sure know your way around these paintings, don'cha Realm," she noted aloud. The painted pegasus in question merely rolled her eyes and leveled a look on the pink party pony.

"I should, considering how long I've been here you know," she replied flatly. Pinkie nodded her head with a giggle and bounced ahead of the group. Idly, the pink party pony started to survey the land while Realm turned to the princesses. "She sure is something isn't she?" the portrait pony noted with a smirk. Celestia merely nodded her head while Luna brought a hoof to her head.

"Truly lady Realm? We hadn't noticed," Luna replied sarcastically. Celestia shot Luna a stern look then breathed a sigh and turned back to the painted pegasus.

"In any case, I find myself wondering why Faust isn't aware of you?" the solar diarch admitted. Realm idly hummed and set up her easel to the side. However she turned to Celestia and shrugged her shoulders.

"Because she's never found me," the portrait pony replied. She then turned and started to coat her primary feathers in the colors from her spectra crystals and began to paint. However Rarity raised a brow and stared at the little pony strangely. She had to wonder why Realm wouldn't at least show herself to Faust. From what she understood Faust and Realm had been good friends in ancient times. So why wouldn't the pony want to continue their friendship?

"Err, then why haven't you gone out to find her then darling?" the marshmallow unicorn wondered aloud. Realm merely sighed and turned away from her painting with a frown. She then leveled an annoyed look onto the marshmallow mare.

"I have my reasons," the painted pegasus replied then turned back to her painting. Fluttershy idly approached and looked to her painting curiously. The butter yellow mare saw what looked like the beginnings of a pink blob, probably Pinkie, bouncing in fields of flowers. The timid pegasus looked away from the painting to see that Pinkie was actually bouncing around the flowers.

"Y-you're very good miss Realm," Fluttershy complimented with a soft smile. The painted pegasus nodded her head and looked to the mare with a smirk.

"With my age and how long I've been painting, I better be," she replied rather smugly. Fluttershy merely nodded her head. The little pony was quite a bit older than she looked after all. The same could be said for the alicorns, but with Realm it was even more true. Rarity idly approached the two and sat next to Realm, a curious expression across her face.

"Pardon me if this is a bit forward darling," the fashinista began, "but how did you come to discover Pictomancy?" the marshmallow unicorn asked curiously.

"My grandpa Stratos gave me some paints when I was a filly. I liked to paint a lot back then and over time I discovered I was really good at it. But I didn't get my Symbol until years later when I discovered Pictomancy by accident. I was trying to use some Spectra Crystals to paint, it worked and my Symbol appeared. I was pretty happy for obvious reasons," the painted pegasus replied. She then slowed her painting and closed her eyes tiredly. "It also doesn't hurt that Pegasi used to be the creative ponies," she added more as an after thought. Rarity raised a brow and tilted her head confusedly.

"Beg pardon?" Realm hummed and rubbed at her man, then nodded her head.

"Well back in the day Pegasi were the ones who came up with art like music and paintings and such. Earth-Ponies were the farmers and such. Breezies or 'Flutter Ponies' were animal caretakers. Hippocampi or 'Sea-Ponies' managed the tides and sea-creatures. Meanwhile, most unicorns were mostly just mages and scholars," the painted pegasus explained. She then smiled to herself and shook her head.

"And then you had the sub-tribes like the 'Rainbow Ponies' the 'Color Swirl Ponies, or the 'Twinkle Eye ponies' running around. The Rainbow Ponies were unique for their 'rainbow manes and tails'. Then you got Color Swirl Ponies like me, we're really rare. Then the Twinkle Eye Ponies who had gemstones for eyes and eventually came to be known as 'Crystal Ponies' or something," the painted pegasus explained with a shrug.

"Wait, doesn't that mean that our friend Rainbow Dash is a Rainbow Pony?" Pinkie noted with surprise.

"Probably," Realm replied, then turned to Fluttershy. "Wait a minute, your name is 'Fluttershy' right?" she questioned. The butter yellow mare merely nodded her head. "And what do you do exactly?" the little painted pegasus questioned with a barely suppressed grin.

"Oh, well I'm an animal caretaker," the butter yellow mare admitted. Realm let out a snort and brought her hooves to her face to try and stem a stream of laughter. She then held up a hoof, still snickering, and began to circle Fluttershy. When she reached her side she lost control and fell over laughing loudly.

"Oh sweet sun above that's too rich!" she declared loudly, much to the confusion of the other ponies.

"Uh what's so funny Realm?" Pinkie questioned slowly. While normally prone to antics herself, she wasn't sure what to make of her friend randomly bursting into laughter like that. She liked laughter to be sure, but she just wondered what the joke was and why it was so funny. The pony in question merely raised a hoof to signal she needed a moment, then got up and took several steady breaths. Still snickering dispite herself Realm turned to Fluttershy with a grin.

"I knew a Rainbow Pony named 'Flutterbye' back when I was still just a filly!" she explained laughingly, "she could talk to bees and probably other animals too, and had four red butterflies as her symbol!" Realm added. She then devolved into a laughing fit as she remembered that particular pony. She had been quite 'silly' to say the least. Whenever she was excited in any way she tended to 'word up her mixes' as the mare would put it. Realm had always managed to get a laugh just by flustering the poor mare! Not surprisingly, the other ponies were quite surprised by the admission.

"Really?" Rarity questioned understandably nonplussed. The idea of an ancient mare with both a similar name, talent, and cutie-mark to her friend was unusual. True, their appearance was probably quite a bit different, but the rest was a surprise. Realm merely nodded her head with a snicker. She honestly needed that laugh more than she wanted to admit. It'd been ages since she'd had a good laugh.

"Yeah, ol' Flutterbye also had a verbal tic, whenever she was anxious or nervous she'd mix up her words," Realm continued and snickered once more. "For instance, the first time we met she said 'my name is Butterfly, oh wait, I mean Flutterbye,'" the painted pegasus added in a passable imitation of the ancient mare's voice.

"As interesting as all that is," Celestia began, "I wonder if I might be able to convince you to teach some ponies about Pictomancy," the solar diarch admitted. Realm merely turned and looked at Celestia with a thin frown across her muzzle.

"Why?" the painted pegasus asked warily. She was mostly concerned with why they would need her to teach some pony. True, Faust only knew the bare basics of pictomancy, having no desire to learn any more, but that should be more than enough for most ponies.

"Well, Faust is always recording and collecting information or I'd ask her, and no pony else knows the lost art," Celestia began to explain. Realm casually nodded her head in understanding. It was true that Faust was an archivist, which she had actually forgotten. 'Stupid, I really am an old fuddy duddy if I'm forgetting something like that,' the painted pony thought with a shudder. 'Great, I've turned into grandpa Stratos,' she added with yet another shudder.

"I see, anything else?" the painted pegasus wondered curiously.

"Well yes, I'm also quite curious about the advanced mechanics involved with Pictomancy," Celestia admitted. Realm nodded her head. She could tell that Celestia was the type who liked to know things. Not necessarily learn them, she just liked to know. 'Curiosity killed the cat, but she's an immortal alicorn so I can let that go,' the painted pegasus mused to herself. She then looked to her easel and started to fold it up.

"I guess I could teach a few ponies," the painted pegasus mused, then smiled as she put her easel into her saddlebags, "besides I really should say hi to Faust after all this time." Luna smiled and nodded her head vigorously as she followed behind the painted pony.

"Aye, mother will most certainly enjoy seeing her friend once more," the lunar alicorn stated cheerfully. Realm stopped and turned to the alicorn with wide eyes.

"Faust is your mother," the painted pegasus all but demanded. Luna blinked, tilted her head, and nodded slowly. She wasn't really sure why that would be so surprising to the mare. "Jeez, what poor stallion did she shack up with?" the painted pony questioned with a shake of her head. Luna almost instantly glared at the pony for the remark. Meanwhile Celestia groaned and brought her hoof to her face. She had to admit she was starting to hate having to explain this over and over again to every pony.

"We're technically adopted," Celestia grumbled with a frown. The admission caused Realm to blink then rub her chin thoughtfully. Addoption was very common back in Faust's time, due in part to the fact that larger ponies had more meat for predators than colts and fillies. Those poor ponies were often picked up and taken in by others. Much later on it wasn't so common, what with ponies being safe from most threats.

"Well that certainly makes a bit more sense," the painted pegasus admitted then shrugged, "In any case lets head out," the portrait pony declared. However Fluttershy slowly approached the much smaller pony and looked at her with confusion.

"Um, but aren't you a portrait pony," the butter yellow mare stated. Realm nodded her head in response. "Then how will you get out to look for miss Faust?" the timid pony questioned curiously. Realm blinked for a moment and then brought a hoof to her head.

"Oh yeah, you guys wouldn't know about that," the painted pony mused aloud, "Guess I really should've insisted Faust learn all the advanced mechanics of Pictomancy," noted more to herself than any pony else. She then trotted towards the 'fourth wall' and hummed lightly. "It has been a while since I've tried this, hope I've still got it," she mumbled before taking a few steps back, then galloped through the 'Fourth Wall'.

The painted world around them began to shake shimmer and distort. As it did Realm seemed to pass through an invisible barrier and into the real world. The portrait pony landed outside of the painting and in the real world with a grin. "Ha! Yep, still got it," she happily crowed while rearing back on her hind legs. The little painted pegasus then turned around to the shocked ponies within the painting.

"Hey, c'mon you slow pokes, we've got a cranky old alicorn to find," the portrait pony stated with a snicker. Pinkie was the first to react, letting out a giggle and following behind Realm without a second thought. Slower to act were Rarity and Fluttershy, however both soon trotted out of the paintings as well. Finally, Luna looked to her sister warily, while Celestia just stared.

"Er, come Tia, we should not tarry here any longer, we must make haste and find mother once more," the lunar mare stated. She then trotted out of the painting as well, leaving her stunned older sister to her thoughts.

"How," Celestia tried to ask as she stared at the little pony. 'You mean these ponies can just get up and walk right out of their paintings! What kind of magic is Pictomancy, it defies every law of magic I know of!' the solar princess thought to herself. Her left eye gave a slight twitch but she quickly shook her head and snorted. True, she still wanted some pony to teach it to the new generation, but she also wanted some pony to tell her how it did any of this...

Within one of the many halls of Faust's tower, a mass of ooze slithered forth with the force of a tidal wave. Its horrid body crushed or smashed anything in its path. It was truly a terrible, indescribable thing vaster than could ever be imagined, a shapeless congeries of protoplasmic bubbles, faintly self-luminous, and with myriads of temporary eyes and mouths forming and un-forming as it flowed its way through the tower.

"Bow bow bow, bow bow bow, bow bow bow, bow bow bow, bow bow bow, bow bow bow," the thing seemed to 'sing' as it slithered forth. Its dozens of mouths seemed to smile or grin horribly as it continued on its path. The eerie flood of slime and ooze continued to surge forth through the tower. Doors were crushed beneath the great mass of the eerie substance. Objects were seemingly devoured by its endlessly hungry maws. Yet through it all it continued to sing an oddly bouncy song.

"Bow bow bow, bow bow bow, bow bow bow, bow bu-bow, bow bu-bow, bow bu-bow bow, bow bow bow bow," it never stopped no matter what came in its path. The eerie ooze surged through the depths of the tower and rose upwards. The cider cellar was consumed within moments as the great and terrible mass continued onward. Its song changed for only a moment as it began to rise up the length of the stairs to the next floor. "Bow bow bow, bow bow bow, bow bow bow."

"Bow... bow bow, bow... bow bow, bow... bow bow," the slightly slower tune soon changed once more as the mass of sludge and slime swayed up the length of the stairs. The eerie mass continued forward, tearing through every hall and chamber and corridor without stop or pause. "Bow bow bow, bow bow bow, dip dip dip dip, dip dip dip dip, dibby dibby dibby, ba-laba laba laba laba," the great purple mass continued on ceaselessly. It continued on with its song echoing throughout the many halls that it filled with all of its great mass. It didn't stop for anything.

"Bow bow bow, bow bow bow, bow bow bow," doors were knocked over or simply passed through by the eerie muck. "Bow bow bow, bow bow bow, bow bow bow," magical enchantments were simply devoured to offer the great devourer more power to continue forward. "Bow bow bow, bow bow bow, bow bow bow," even walls were knocked over without so much as a pause from the great and terrible creature.

"Bow bow bow, bow bow bow, bow bow bow," the eerie ooze continued to sing as it made its way through the tower. The creature continued to sing its funky gunky song as it tore its way through the tower. Never once did it halt or slow, instead it seemed to get faster. As it continued through the halls and chambers of the tower it soon noticed the scent of ponies. It was a scent that the ancient creature knew all too well.

"Bow bow bow, bow bow bow, bow bow bow," the creature sung as it turned and headed for the ponies. It remembered them, one in particular, an annoying little unicorn with a broken horn. "Bow bow bow, bow bow bow, bow bow bow," its mind conjured images of its creators. They had made it to decimate the ponies, that was its only real purpose. It was given a job to get rid of them and it would.

"Bow bow bow, bow bow bow, bow bow bow," the creature continued to sing. It's entire mass surged forth like an unstoppable force in the direction of the ponies. The ground shook, the walls rattled, all began to tremble as the creature moved towards its prey. "Bow bow bow, bow bow bow, bow bow bow," the thing continued with its song. If any of the ponies remembered him they would know his song. Once they heard the song they were as good as his, after all...

"Nothing can stop, the Smooze!"

TBC...

Author's Note

The three 'Sub-Tribes' mentioned by Realm actually did exist in Gen1. The fact that they have kind of appeared in Gen4 in one way or another is pure coincidence. I figured I'd mention the three sub-tribes, if for no other reason than because of how no one else uses them in any stories focusing on Gen1... at least not that I know of.

Yes, Rainbow Ponies are technically a 'sub-tribe' for ponies in general. Gen1 had them as a specific and unique group of ponies with rainbow colored manes and tails. They can pop out of any of the normal three tribes from what I've seen in Gen1. That means that technically Rainbow Dash is also a 'Rainbow Pony' as well as a Pegasus Pony. This also means that Rainbow Ponies have become a genetic quirk in ponies and could show up at any time. There is nothing especially special about them beyond their vibrant colors.

Color Swirl Ponies are a brand that haven't shown up in Gen4, though the other two 'sub-tribes' have appeared in one way or another. The Color Swirl Ponies were known for having two colors 'swirled' along their coats. I forget if their manes were the same or not. In any case if I'm remembering correctly what happened to make the color swirl ponies was that several ponies were looking for the 'source' of rainbows. They found it in a rainbow pool, similar to what is in the Rainbow Factory, which exploded and swirled their colors. They came to be called 'Color Swirl Ponies' afterwards as a result. Realm is a descendant of one of those ponies, hence her unique coloration.

Twinkle Eye Ponies also existed, they were just normal ponies of any tribe with their iris replaced with a gem stone. Like the Rainbow Ponies or Color Swirl Ponies they could be of any of the three main tribes. However with the idea that they eventually became 'Crystal Ponies' means that the Pegasi and Unicorn traits have long since been lost. If I'm remembering right, Twinkle Eye Ponies were granted their unique eyes by stardust getting into their eyes. I know for a fact that at least Galaxy, the first and only unicorn to use 'Levitation' in Gen1 gained her eyes because of Stardust.

Flutterbye, mentioned by Realm, was a real Gen1 pony. She could talk to bees as she once asked for their honey, she had a verbal tic when she was nervous or excited that caused her to mess up her words, she had four red butterflies on her flank, and she had a rainbow mane and tale, thus was a Rainbow Pony. Flutterbye having a similar name to Fluttershy is a coincidence, but still a hilarious one considering the similarities between them.

Plans

Mort typically prided himself in being hard to excite. Rare was the day that the Grim Galloper had reason to be excited. It was no fault of any pony really. It was just after nine millinea of living his cursed un-life, he'd pretty much seen and done everything worth note. Every now and again, when someone famous died, he'd meet them and collect their autograph. It wasn't exciting anymore, but he did enjoy doing it very much. He also got front row seats to every major battle and conflict Equestria was in. That was a part of his job and thus expected, thus it was also not exciting to him.

Right now however, something exciting had happened.

He had been speaking with an old friend, of sorts. Formerly a pilot, it turned out he'd recently taken a job as the royal courier. 'I really should keep better track of him,' Mort noted absently. However that was truly just an errant thought as he gazed at the sky. If he could smile, if he could do anything to show his level of jubilation, he would. Instead, his eyes softened as he gazed to the heavens. For at this moment, they were alight with thousands of shooting orbs of ivory light.

It had been night time mere moments ago, and now the sky was as bright as if it were day. The shooting orbs of light streaked across the sky and into the distance. They came from a distant pillar that rose into the very heavens and blotted out the stars and the night. Honestly though, the sun and the day would fair no better. They were the lights of thousands of freed souls, released from millinea of torment.

'Torment I placed them in...' Mort reminded himself and closed his flaming eyes.

"Whoa, what's with the light show?" a stallion questioned behind him. Mort glanced at his 'friend' the strange pony who seemed to wind up in more life and death situations than he had a right too. 'And yet he never seems to die from any of it,' the pale pony noted with a bit of a frown. Not that him staying alive was bad, it's just that he got annoyed following the fool around and waiting for him to actually keel over.

"IT WOULD SEEM THAT FAUST HAS SET RIGHT ONE OF MY ANCIENT MISTAKES," the grim galloper noted in reply. His friend arched a brow and then rubbed his chin thoughtfully.

"'Kay... then who is Faust exactly?" the brown pegasus inquired. Mort sighed tiredly and shook his head. He'd explained this before, but his friend forgot easily. His short term memory was atrocious and his long term was even worse. There were oft times he'd forgotten what he'd done mere moments earlier. As if that weren't enough, the poor stallion often found himself in trouble. If it were rabid Timber Wolves chasing him, then it was the Sky-Pirates capturing him. If it wasn't that, then he'd accidentally land face first into a door... plainly put, the stallion had horrible luck. He really should have been dead by now.

And that was only back when he was just a pilot...

"I'VE ALREADY EXPLAINED THAT TO YOU, I WON'T REPEAT MYSELF," Mort grumbled. A sly smirk crossed the pegasus lips as he gaized at the grim galloper.

"Say what now?" he asked innocently.

"I SAID I WON'T REPEA..." Mort stopped as his friend fell to his side laughing. He narrowed his eyes and snorted, then brought a hoof to his face. "VERY MATURE," he groaned sarcastically. The pegasus merely wiped a stray tear from his eye and sighed in content.

"Yeah well you need to lighten up," the stallion responded. He then glanced at a clock and visibly grimaced. "In the meantime I've gotta be heading out. I've got a package to deliver to Saddle Arabia," the brown pegasus noted with a grunt. He got up and winced as his left hind leg gave a shudder. Mort frowned as the brown pony had to take a moment more than necessary to put a black brace over it.

Mort could remember why the pony needed the brace. Early in his career as a sky-ship pilot, he'd taken an adventurous rich pony to the jungle. Unfortunately they were attacked by Sky-Pirates on the way there. They managed to escape but his ship went down in the jungle, forcing them to literally hoof it. There situation got worse as time went on of course, though his employer loved every second of it.

Along their trip to find help, the brown pony ended up knocking his employer out of the way of stray log. He'd ended up with his own hind leg smashed and had to be carried to civilization. His employer had graciously seen to his health and purchased him a new air-ship to replace his downed one. However leg wounds really healed well for ponies and so the pegasus was even more handicapped than he had been.

'I need to stop thinking like that,' Mort noted with a frown, 'He wasn't handicapped by being raised by Earth-Ponies.' Though he told himself that, he couldn't help but think it a lie. He sighed and arched a brow when he noted the package in question. Strangely their was no destination nor recipient written on the package, only coordinates in latitude and longitude. 'Hmmm... I think that's actually supposed to go somewhere in the Crystal Empire, most likely to Shining Armor,' Mort noted.

However upon recalling his friend's earlier joke, decided not to correct him. 'Then again, do I really want another experience of him only nearly dying?' the pale pony wondered with a mental grimace. The last few times had him following the stallion for a month. He'd been a pilot at the time, but Sky-Pirates had seen fit to attack his vessel again. He'd escaped and landed in a jungle in the middle of nowhere, outran a hydra, then ended up nearly roasted by an angry dragon...

'Yeah, I need to circumvent this disaster waiting to happen,' the pale pony decided with a flat expression. It wasn't that it wasn't amusing to watch him nearly die, it was just kind of annoying after the first dozen or so times it'd happened.

"THOSE COORDINATES ACTUALLY LOOK CLOSER TO THE CRYSTAL EMPIRE," Mort casually noted. His friend blinked then stared at the package for a moment. He then trotted over to a map and looked it over. Unfortunately, he was not only unlucky, but also really bad at reading maps. Mort had to wonder who thought it would be a good idea to give him a job that technically required him to know how to use a map.

"Huh, yeah I guess that makes sense," the brown pegasus noted to himself. With a nod of his head the brown pony slipped on a pair of skid-guards and a light harness. His own 'guard-armor' was limited to light gear as he was merely a Courier, not a combatant. The light armor was practical as he was carrying valuable materials... or at least Mort thought he was. For all he knew, Celestia just wanted him to have a decent job. It'd certainly explain why he was a courier with his laundry list of faults and well known knack for getting into trouble.

"HAVE FUN," Mort offered casually. His friend rolled his eyes, pulled a pair of welders goggles on over his forehead and tossed his saddle bags on. After a quick check to make sure he hadn't forgotten anything, the pegasi flapped his unusually large wings and rose into the air.

"Yeah yeah, I'll catch you later dude," the brown pegasus declared and shot up and landed on a cloud. The brown pony then yawned and flapped his wings to propel himself and the cloud away. This was one of the ponies tricks to delivering packages without notice. It was actually quite ingenious if Mort were honest with himself. The cloud acted as both cover and with it he flew long distances with only his wings. The cloud carried his weight allowing him to move far longer than normal.

He'd never been fast, every pony knew that, but he could go far longer than most other couriers. Mort could admit that his many near death experiences had gifted the stallion with stamina to spare. He wasn't strong, or smart, or fast, but he could keep going when others would have long since stopped. Mort could respect that about the stallion. No matter how annoying it was. 'I'm just glad I prevented another 'near Breakdown experience'...' the grim galloper noted with a sigh.

Faust found herself in a world of white light. She blinked and looked all around, but could see only the endless expanse of white. It seemed to stretch into infinity and completely surrounded her. A sudden itch at her hoof caused her to frown and raise it for a look. She was thus surprised by what she saw. Her hoof was wrapped in bandages, much as it had been in her youth. Back before her wings, back before her magic, back when she was barely any different than an Earth Pony.

Her hoof instantly raised to her horn, only to find it broken and splintered to a nub. It was thus rendered a mere fraction of its usual length. The ancient mare idly craned her neck back to see her wings were also gone, and her coat had taken a more ruddy and dirty hue of white. Her tail and mane however, were still as they had been for some time now, rather than short and choppy.

Regardless, she found it strange to look as she did. So familiar yet also so alien at the same time. She felt a phantom urge to fluff her wings yet it did not come. She felt an insatiable desire to make certain her magic worked, but it also did not come. For a moment the mare merely stood there, then she sighed and smiled ruefully. 'I've actually forgotten what it was like not having magic or wings,' she admitted to herself.

"You've come such a long long way, no?" a familiar voice whispered in her ear. The mare felt her body freeze and her breath hitch in her throat. She knew that voice, she knew it well even after so long. But it wasn't possible... right? She slowly turned and saw an ivory white mare with a long indigo mane with a single white streak at the side that was matched by her tail. Her purple eyes seemed to dance with merriment as Faust fell onto her haunches and stared at her.

"Pr-princess?" she whispered with tears at the corners of her eyes. The tall regal unicorn hummed lightly and tapped at her chin for a moment.

"I think that's your title dear," she noted, then smirked, "or maybe your daughters," she mused with a wink. An instant later, Faust lunged at the mare and wrapped her forelimbs around her neck in a hug. Tears fell and the long dead mare merely raised a limb to wrap around the smaller pony. "Shh shh, it's alright," she soothed gently. Faust let a few more choked sobs pass before struggling to regain control of herself. Wiping at her eyes with a forelimb she took a few steps back from the other mare.

"Why are you here?" Faust questioned. She felt a desire to wrap the mare in another hug and never let go, but fought with it. She needed to know what was going on. She just hoped she hadn't died from that wave of souls and spirits. The ivory unicorn in question looked to the heavens before she responded.

"Did you know," Majesty began with a smile, "that there is a place between life and death?" The larger pony rose up and trotted a distance away, followed closely by the broken unicorn. "A place where the living can still speak with those who have passed?" the former princess questioned. Faust merely shook her head, having never heard of such a place in all of her days.

"This is that place," Majesty stated with a smile. "When you freed those lost souls, it broke the barrier between life and death," she continued and sighed. "So, for a moment, this place was left open to you and all those within the tower," she explained and then waved a hoof to show a certain orange apple mare. She was crying and desperately hugging a pair of ponies.

"Her parents?" Faust questioned softly. Majesty merely nodded her head with a smile then waved her hoof again. Next she saw Pinkie talking excitedly with an older mare. "Her granny Pie?" Faust questioned with a smirk. Majesty merely nodded and waved her hoof once more. This time it showed Spike, younger like her though older than he was as a baby and hugging Surprise. "Why am I not surprised?" Faust wondered with a shake of her head. Majesty merely chuckled and the vision vanished.

"He always did have a soft spot for her," the regal unicorn noted kindly. Faust scoffed and flattened her ears against her head with a frown.

"He tried to get me to make a Simulacrum of her," the ancient mare grumbled irritably. She loved Spike like a brother, but sometimes he was just a bit too clingy for his own good. Majesty merely raised a brow, making no judgment on his actions before waving her hoof and closing the window.

"Don't judge him Faust, we all deal with loss in different ways," the regal mare ordered kindly. Faust blushed and scuffed a hoof against the ground. It was strange feeling as she did over ten thousand years ago, she wondered if it would be so hard to return to her real form.

"Will they remember this?" Faust wondered quietly.

"Not exactly," she began and smiled, "not consciously at least," she finished.

"So it'll be like a dream?" Faust proposed and the ivory unicorn nodded.

"A dream that will leave them all with a sense of peace and fulfillment," she replied. "And maybe they will carry that peace and fulfillment with them for years to come," the ivory unicorn offered mysteriously. Faust merely nodded and sighed as she felt a great weight lift from her shoulders. She finally knew and understood what this place was doing for her. Unlike Applejack or Spike or Pinkie she had no pony she needed to see here. She had said her goodbyes long ago.

No, what she needed was a bit less complicated. She needed to be able to rest, and in this place she was able to let go of tittles and power. She was able to rest and relax in a true sense. She wasn't Faust the immortal Alicorn of Creativity, Princess of Dream Valley, Mother of Celestia and Luna, or Keeper of The Grand Archives. She was just Faust, a skinny broken unicorn, mortal, and resting beside her oldest friend.

And she was perfectly fine with that.

"So how much longer do I have with you?" Faust questioned softly. Majesty merely smiled and nuzzled her former student fondly. Faust leaned into her former teacher, a smile on her own lips. Soon Majesty and Faust laid down, and the smaller mare yawned and moved into the warmth of her teacher. It'd been a great many years since she'd felt so relaxed, far too many if she were honest with herself.

"As long as you need dear," she finally replied.

"Then can we stay like this for a moment?" the little mare asked. Majesty merely nodded her head. Faust yawned and fell into a deep peaceful slumber. Majesty looked to the sky and watched as the white light began to dim. Soon her time would be up, but at least her student finally got a chance to rest. She had said her goodbyes long ago, this moment was more so she could rest without eternity weighing on her back more than anything else.

And for Faust, that single moment resting in the embrace of her oldest friend, seemed to last for an eternity.

Grogar watched with a slim grin. His dark evil eyes never left the scene in the crystal ball. He had been watching the ponies for some time. Watching silently as they did exactly as he planned. Umbra coming to him was unexpected, but it had proven fortuitous. 'Soon, soon it will all come to fruition,' the elder ram thought with a nod. He then tore his eyes from the orb and waved his cloven hoof. The orb went dark while the elder ram slowly approached three familiar objects.

One was Crunch the Rock Puppy. Once a fearsome evil being who despised the soft and kind. He had been the complete antithesis to that 'Fluttershy' pony. Wherever there was kindness, wherever a pony or animal was soft and gentle. Crunch would turn them to cold unfeeling stone. He would turn water, he would turn animals, he turned all to stone until only a wasteland was left in his wake. Now he was naught but a pathetic puppy. Changed by pony magic. He looked up at Grogar innocently enough, but a spark of his old hate was now visible in his eyes.

The next object was the crystal with lava within it. This was the remains of Lavan, a terrible monster who had once taken the power of the princess ponies for his own. He changed himself into a crystal being of absolute power. But much like Crunch he was bested by the ponies. He was split into shards of his former self, some kind, others dormant. The dormant ones had been collected and eventually placed into Faust's tower. One such shard now carried a remnant of what Lavan had been in his heyday, a horrible and cruel lava monster. Soon he would return.

The final object was, of course, the glass bottle holding Arabus. Arabus was a being of great and horrible power. He had been a storm demon capable of devouring the shadows of ponies, he had once devoured all the shadows of every pony. Had they not bested him he would still be in power, rather than trapped in a bottle like he was. His powers were control of storms, a power that had been passed on to the Pegasi as a result of their shadows touching his tainted magic. Another result was the Pegasi's increased aggression and war like nature. Grogar found it quite amusing to be honest.

Had he been able he would have recruited one more into this alliance. Squirk the squid, former overlord of Ponyland, much like he had been. Squirk had also been a powerful mage, though had required his 'Flashstone' amulet to be of use. That relic had been lost, now a part of the accursed 'Elements of Harmony'. Aside from that, Squirk had been imprisoned by the Sea-Ponies. Unlike Grogar, he had been subject to ten-thousand years. He had died long before now of course. He had already been old when imprisoned. He died in captivity, though the Sea-Ponies had made his death comfortable.

In the end, Squirk had gone off to the next life peacefully, lamenting his former evil ways... it disgusted Grogar.

Grogar suddenly stepped forward, his ancient body was withered and worn. His jaw set and he looked down upon his twisted gnarled body with fury. He had once been powerful in both body and mind. A keen intellect and powerful magics had allowed him to rule all of ponyland. He had taken the once proud city of Tambelon as his capital, he had enslaved all those who were beneath him. But he was still defeated and trapped in the Shadow Realm. More than once he had been cursed to exist in this forsaken realm. Years of imprisonment in this world had led to his sorry state, led to the decay of his body into a withered husk...

But soon that would change.

"We have each suffered at the hooves of those insufferable little ponies," Grogar growled. He could feel Arabus shift even within his glass prison. He could hear the screams of rage from Lavan. He knew the sound of Crunch growling, hidden beneath the surface. Grogar smiled cruelly and nodded his head to the three other beings. "I will free you from your bondage," Grogar declared. His horns suddenly darkened and absorbed the light. His magic was the polar opposite to that of Ponies. Where they used friendship, harmony, peace, love, and light he commanded evil, chaos, destruction, war, and the dark.

"And then all will be as it should," Grogar whispered. A dark beam shot from his horns and connected with Crunch. The beam then split and hit Arabus bottle and Lavan's crystal at once. The elder ram smiled cruelly as the prisons that contained each of the ancient evils began to give way. His body would remain weak true, but that was only going to be a temporary setback... until then,The Smooze could have its fun with them...

Twilight felt a strange sense of euphoria. Her entire being felt as if all the stress of her life had simply melted away. Her eyes slowly fluttered open. She noticed she was still in the tower's library and that the books were in ashes. Moments later those ashes began to turn towards the shelves. There they began to piece themselves together, reforming into the books they had once been.

Her mind addled by euphoria, Twilight could only think one thing. 'Pretty,' she noted with a goofy smile. The hundreds of streams of ashes and the sparks of crimson light coming from them entertaining her greatly. Addled though her mind was she soon found thought returning to her. As it did she realized what was happening. 'Oh right, Faust has a burn-away charm put on all her books,' the little lavender mare recalled absently.

She allowed herself to remain on the ground, laying on her side comfortably. Nocturne's armor was still covering her yet it didn't feel cold. 'Probably a charm of some kind,' she thought absently. However she shook that thought off, eyes closed as she remembered Nocturne and she were one and the same. 'No, not a charm, unless Faust cast it for her,' the purple pony decided with a nod. The idea was actually quite plausible to be honest.

A sudden yawn caught the addled mare's attention. Her sleepy mind protested but she managed to lift a hoof and press it against the floor. With a grunt of effort she turned herself over onto her back. With a yawn of her own Twilight looked up / back to see Rainbow Dash. The cyan speedster was yawning and slowly opening her eyes. Her wings were open and allowed to drag, unusual as she'd never seen Dash that lazy before.

"Wow, I feel really good," Rainbow muttered. The rainbow pony then giggled and a goofy smile crossed her lips. "And I don't mean just woke up good, I mean really good. I could make it into the Wonderbolts and not care right now," the prismatic pegasus stated with a firm nod. Twilight yawned but nodded her head in agreement. She could admit that she felt, well, amazing right now.

"It must have something to do with that light," the purple unicorn mumbled tiredly. Applejack merely rested on her side under a table, her hat askew and a look of content on her face. She inhaled deeply through her nose, then exhaled soft breaths as she allowed the feeling to wash over her. For once she didn't really want to get up or get to work. She wanted to rest and be lazy, if only for a moment. But she knew that she shouldn't, no matter how nice it might be.

"Don' know what 'at was, but it sure was nice," the cow pony noted aloud. Twilight idly nodded her head and stretched out her limbs. As she did she saw what had become of Nightmare and it gave her pause. She rolled onto her front and blinked her bleary eyes a few times. What she saw was not what she had expected. Nightmare lay on her side in a very weakened state. Much like daring her colors were dull, her cutie-mark fading, and she almost seemed to be rapidly aging.

While Twilight was not, in any way or form, a fan of the Nightmare. Not only had she been her first real enemy as an element of Harmony, but she also hadn't forgiven her for the whole 'Nightmare Rarity' incident either. It was only the fact that this wasn't that Nightmare that she found herself worried. More so as she saw the poor pony groan and struggle to move. Her present condition was enough for her to shake off her lethargy and rise back to her hooves.

The little lavender pony grunted as her muscles protested the sudden motion. She took several breaths and shook her body. A yelp and nearly falling back to the ground was her only reward for doing so. Her legs still felt shaky but she was at least more alert now. She looked to her friends and slowly approached them both. "Girls! Wake up, Nightmare is starting to fade," the little lavender mare cried. Rainbow blinked and then scratched at her mane for a moment.

"When did we start caring 'bout Nightmare Moon?" the rainbow pony questioned, "no seriously, I'm a little fuzzy on things right now, 'cause last I checked she was kind of our enemy." Applejack blinked and nodded her head. Her hat carelessly falling from her head as she looked up.

"Yeah, no offense meant Missy, but y'all ain't really our favorite pony," the orange apple mare slurred. Twilight raised a brow, then brought a hoof to her face. Her friends weren't normally this tactless, right? It was just whatever remained of the feeling of lethargy addling their cognitive functions... right?

"Girls snap out of it! Euphoric feelings aside, this is serious! This Nightmare Moon is the one from the stories, if she ceases to exist then Nightmare Night will cease to exist as well!" Twilight declared with a snort of air. Her friends blinked owlishly for a moment and considered that. After they had thought it over for a moment they then looked to one another.

"I guess that is a good reason, I like candy," Rainbow admitted absently. With a yawn the prismatic pegasus stretched like a cat. That done she smacked her lips and fluffed her wings before folding them at her sides.

"Yeah, Applebloom would be right peeved if'n her second favorite holiday just up an' disappeared," Applejack admitted as she brought her hat back onto her head. With a hoof raised to her mouth the orange apple-mare got back up as well. She stumbled for only a moment before shaking the fog from her mind. Together all three ponies looked to Nightmare and realized something important. She was rather... large...

"D-do not worry on our account," Nightmare muttered weakly, "w-we are fine," she insisted. However the fact she was unable to lift herself up ruined any validity to that statement. With a frown Twilight turned to her friends, who sheepishly grinned and looked anywhere but into the disappointed gaze of their friend.

"Okay okay, we get it egghead," Rainbow grumbled then trotted to the railing overlooking the library and glanced over it. The library was mostly repaired by this point. Only a scant few of the remaining ashes attempted to reform into their prior shape. That which remained primarily covered Spike, the enormous magenta giant asleep and snoring softly. "All things considered I thought things would look worse," the rainbow mare admitted to herself.

"Faust cast burn-away charms on her books and such," Twilight replied tersely. She looked over Nightmare with a frown, the significantly larger pony would prove difficult to move. 'Celestia had to carry Daring around after she started to fade like this, but no pony but Faust or Spike are big enough to carry her,' the lavender mare thought to herself.

"Uh Twilight, ah don' mean ta state the obvious, but I don' think we can move her," the orange cowpony noted with a frown. Twilight idly nodded her head in agreement. Then clicked her tongue and paced in place as she considered there options. 'We need some pony big to carry her, or some pony with a lot of magic. Spike has the sheer size to do so, and Faust should be able to life her with her magic...' the lavender mare mused. She turned to see Rainbow observing the lower levels of the library.

"What about Faust or Spike?" she asked the prismatic pegasus. The cyan mare merely grimaced and turned to her lavender friend.

"I can see Spike sleeping down there, but I don't see Faust anywhere," Rainbow replied. Twilight bit her lip and turned back to Nightmare worriedly. The dark mare was trying, but failing, to rise back to her hooves. She had clearly been left near powerless by her continued existence outside of the Land of Legend. 'I really want to study that place and its inhabitants, it must be fascinating. Every legendary hero or villain, every storybook character, every story given life,' the little lavender pony thought to herself.

"Maybe we can make something ta carry her," Appeljack offered. Twilight blinked and shook her head of her errant thoughts. The little lavender mare frowned and considered the idea for a moment. Making something to carry the larger mare was an option. However that would require materials that they didn't really have access too. She somehow doubted Faust would be too happy if they started to break her tables and such apart.

"Hey girls," Rainbow cried to her friends, "I think I see the princesses down there!" Twilight rushed to the railing with Applejack at her side. The two looked down and quickly spotted the ponies in question among the soot and ash covered ground. They also took note that Pinkie, Rarity, and Fluttershy were with them, as well as some pony else.

"I think you might be right," Twilight admitted. The rainbow mare shot her a look in response.

"Of course I'm right!" she declared with a nod of her head. "When have I ever been wrong?" she quipped with a smirk. She then noticed the looks her friends were giving her. "Don't answer that," she grumbled, ears drooped. Twilight smirked in response, while Applejack blew a breath into her bangs and stepped forward.

"C'mon now ponies, what are we waiting fer? Le's go get tha' princesses to help us carry her," Applejack crowed with a nudge in Nightmare's direction. The midnight mare seemed to bristle at the idea of being helped, especially by Princess Celestia. However given how weak she felt she could hardly protest.

"I agree, but some pony should stay with Nightmare," Twilight stated. Rainbow rolled her eyes and hopped onto the railing with a flap of her wings.

"Well obviously since I'm fastest I'll go get the others," the cyan pegasus stated with a smirk. Her friends merely rolled there eyes, used to the mare and her boasts by now. "So why don't you two stay here and watch black snooty," she stated and then zipped off without waiting for a reply. Twilight brought a hoof to her face while Applejack snorted a breath once she was gone. Nightmare merely watched them and groaned as her body continued to deteriorate at a rapid rate.

'We've never been mortal before,' she noted to herself. With a shudder she laid back and tried to preserve what little strength she had left. 'We have decided that we do not like being mortal, at all,' she decided tiredly and closed her eyes to rest. She knew that Celestia would be there soon. But she honestly hoped somepony else was going to be carrying her. She just couldn't stand that sunny pony and her obnoxious light...

Tree-Mane continued its silent journey through the tower. Its ears twitched from side to side every so often. The voice of the tower whispered directions into them. Unlike Faust or her ponies, Tree-Mane truly understood the tower. They spoke to one another when close. The spirit of the tower wanted to achieve one goal. To reach that goal it had been guiding the ponies within it. Tree-Mane found the Tower to be an entity of great knowledge and power.

The tower was now enlisting it into its plan. Tree-Mane didn't know what goal the tower had, just what its plan was. Its plan had apparently all gone accordingly thus far. Tree-Man didn't really care either way so long as its cargo was preserved. It also wanted to deal with the recently awakened disaster traipsing through the tower. The tower was of the same mind in that. However it wanted Tree-Mane to take a quick detour before it did.

That is why the faceless pony found himself in one of the forgotten corridors of the tower. In all honesty many of the rooms of the tower had been lost. They moved around seemingly at random, with only the tower itself privy to the truth. It had allowed Tree-Mane only the basics of what was going on. The tower changed based on need, it did not lead you where you wanted to go. Instead, it lead ponies where they needed to be.

In doing so it planned for the Necronomicons release. It led Luna and Celestia to the Golden Door and War-Helm for that reason. In doing so, War-Helm was available to fight the undead, Daring located the Golden Horseshoes and awakened Spike. And finally Umbra located the door and released Nightmare. All had went as planned by the tower. All for the sake of freeing the lost souls within that cursed book so that Faust could find a bit of peace. The smooze was an unfortunate circumstance, but it knew Faust could deal with it.

Truly, the tower had great faith in its mistress.

Tree-Mane was not so certain in her abilities. However it still trusted the ancient alicorn regardless. She had overcome far worse odds than what lay before her now. Underestimating the mare was the quickest way to find yourself bested by her. Tree-Mane had seen it happen again and again. While Faust didn't always physically best her enemies, nor did she beat them magically a majority of the time... it was her creativity and ability to adapt to almost any possible situation that allowed her to surpass her enemies.

Tree-Mane knew and respected Faust for this. Of course it respected her for many other reasons as well. However such thoughts were pointless. Tree-Mane was broken from his musings as he approached a large chamber. Unlike the previous ones this one was shielded with Iron. Tree-mane knew Faust only kept dangerous relics in such rooms. The tall wooden pony warily looked at the doorway. It wondered why the tower would bring it to one of these rooms.

However the tower didn't explain, instead merely urged him inside. Tree-Mane felt like it was foolish, but did as bade. Opening the door and looking around the room. It was a large room with what appeared like random objects and weapons. The Tower explained that they were enchanted weapons and armor. However, these specific relics were from ages long passed and tended to be detrimental to those who wore them.

Tree-Mane idly looked at the different pieces of armor. Some skid-boots it recognized as those of Fleet-Foot, the fastest pegasi of his age. A nearby set of silver armor appeared to have belonged to Iron-Back the sturdy, a Unicorn of mythic strength and power. A set of horse-shoes made from obsidian and bearing glowing markings, likely the horseshoes of Dark Brand, an Earth-Pony known for his ability to move the earth. There was more here or there, and weapons as well, but Tree-Mane looked away from them and towards what the Tower sent him to find.

It was an ornate silver helmet with a blade like horn with glowing runes along its length. A silver crest for the typical comb of a ponies helmet, and a series of segmented plates that would cover the back of the neck. Over the eye-holes of the helmet was a grilled visor as well as a pair of horns pointing back that looked almost draconic in nature. Tree-Mane idly approached the helmet. It knew this particular piece of armor well. What it didn't already know the tower told it.

It was once known as the Crown of the Griffon King. Later, it was known as the 'Crown of Madness'. The story of the helmet began with naught but an old hunk of metal. It supposedly fell from the heavens into griffon territory. The Griffon who found it brought it to the king. Soon after attempts to break the metal were made, only to end in failure. It was then taken to the Ram's, who were legendary for their craft.

The ram's smelted the metal with silver to make it easier to work with. It took on the color of silver but remained nigh impervious as they fashioned a helm. Once it was done it was taken to a shaman. The shaman was commissioned to enchant the Griffon Kings helmet. It was meant to make those who wore it invincible in battle. The Shaman had known that would be impossible, but did something unique. Rather than imbue the helmet with invincibility, he made it so that the instincts of the one wearing it were heightened.

He did so by placing the spirit of a great predator within the helmet. This predators spirit was able to see and hear all around the helmet. The instincts of that great beast were then added onto the wearer of the helmet. This allowed the wearer to know instinctively what was happening all around him. It didn't make the wearer invincible, but the enchantment allowed the Griffon King to win many battles.

Until he was killed in his sleep that is. The helmet changed claws for years afterwards. Eventually it was sold to a pegasus who had it altered to include the horn at the forehead. The horn was added by the rams as well, it was there to allow it to be used like a weapon as well as a helmet. The pegasus won a great many battles, however something was discovered about the helmet. Griffons had never had trouble with it, but they were predators. The preadtory spirit within the helmet twisted the pegasus mind.

He began to crave meat, he began to desire battle and conflict, and then the spirit within the helmet spoke to him. Soon enough he was a raving mad pony. No pony knew that it was the predatory spirit within the helmet that caused him to go mad. The pegasus was ultimately put down, but the helmet was allowed to survive. It had been no fault of the spirit. It was because of the predatory instincts given off by the helmet. A Prey's instincts is to run, a predators is to fight, a pony is prey first and foremost. As such, only predators could wear the helm without repercussion.

Tree-Mane stared at the helm for a moment. The tower urged him to pick it up. He did so, two of his branches reached out to lift the helmet from its perch. Tilting his head to either side, Tree-Mane heard a voice from the helmet. Much like the tower, it was alive. It even seemed to know what had happened. The tower had most likely informed it of its intent. Tree-Mane didn't know either way, he merely held the helm in one branch. The helmet in hoof, the faceless pony turned around and left the room. He made his way down the halls of the tower and made his way to the library...

It wasn't certain it understood the reasoning of the tower for this course. The Tower was old and wise, but Tree-Mane still worried. The Helmet seemed just as worried as he. In fact, Tree-Mane could agree with many of the helmets projected thoughts. Regardless, it didn't know what to make of the Tower's plan. As for Tree-Mane, all it knew were the words that echoed in its head. 'Violence, Destruction, and Fire will always exist, if left unchecked they equate to naught but madness. However, if given focus they can be used to our benefit,' whatever that meant...

Faust felt her mind slowly return to the waking world. The sense of peace and relaxation remained even as she did. The ancient alicorn blinked her eyes several times and yawned. With a smack of her lips the ivory mare looked around to take stock of her surroundings. She instantly noticed the Necronomicon was in her hooves. She quickly scanned it and smirked, the book was powerless now. 'Bout time,' she thought to herself.

She went back to her surroundings and found she was beneath a great mass of magenta and pink. 'Probably Spike's wings,' she mused to herself. She also noticed that Spike had gone back to sleep. 'I'll just wake him back up,' she decided with a smirk. Yawning once more the ancient alicorn stretched for a moment and got back to her hooves. Taking the Necronomicon in hoof, the ancient alicorn frowned deeply. 'I'm gonna need to put this somewhere more secure this time,' she decided with a nod of her head.

In all honesty she probably should've done that a long time ago. However at the time she'd thought putting the book somewhere more secure in her tower was a bit redundant. if only because no pony ever really came to the tower to begin with. However the ancient alicorn frowned as a sudden thought occurred to her. 'Who unleashed this thing?' she wondered with a deep frown. She knew Celestia and Luna weren't fool enough too. War-Helm was too crazed to be interested in books. Even Nightmare wouldn't unleash the forces of the undead.

'I'll have to look into that after I get everything fixed,' she decided with a sigh. She fluffed her wings at her sides and then trotted out from under the great dragon's wing. As she trotted out she stopped upon seeing a familiar black and red filly. The ancient alicorn blinked and stared at the filly / mare for a moment then shook her head. "Realm?" she questioned incredulously. The filly in question smirked and rolled her eyes.

"Sort of," she replied.

"Mother!" Luna cried out and wrapped the older mare in a hug. Faust yelped and nearly fell back as the younger alicorn nearly bowled her over. However she quickly regained her balance and wrapped a wing around the younger alicorn. "We are filled with joy to see that thee hath ended the undead swarm," the young lunar mare declared happily. Faust raised a brow and then sighed tiredly.

"Of course Luna, I've been in far worse situations than this before," the ivory alicorn stated. Luna blinked for a moment and then nodded her head in understanding. She'd hadn't forgotten that, but she still worried for the mare who had raised her. Faust however unwrapped her wing from Luna and approached the other ponies. Celestia smiled seeing that she was alright, but Rarity approached her far more quickly.

"Miss Faust, I'm so relieved to see..." the marshmallow unicorn began before she noticed the mare's armor / regalia. "You actually have regalia?" she questioned with wide eyes. Faust blinked and then chuckled nervously, had she forgotten to mention that before? 'Oh right I said we didn't wear regalia in my day,' the ancient alicorn recalled. It wasn't really a lie either, back when Majesty was Princess they hadn't. Now that she thought about it she wasn't really wearing regalia either.

It was forged back before Mort, true, but it'd been made as armor. Back then Faust still got into more trouble than she cared to admit. The guards who protected her ponies had decided she needed some kind of armor after a rather nasty fight with the northern griffon tribes. The 'regalia' she wore there on was actually that armor. It was made in her honor, presented to her in a ceremony and everything. But technically speaking it was all just fancy looking armor.

"Technically, this is armor my guards had forged for me," the ivory alicorn replied. Rarity didn't answer, instead tilting her head and rubbing at her chin.

"Seems to be missing something," she mumbled under her breath. Faust rolled her eyes and nodded, well aware of what was 'missing' from the ensemble.

"Yeah, I took off the cape since it's impractical for actually fighting," the ancient alicorn admitted. Luna nodded her head, she knew exactly what her mother meant.

"Aye, we never understood the purpose of the capes other royals would wear," the lunar mare admitted. Rarity continued to ignore her and instead began to examine her regalia with intense scrutiny. She first approached her Hoof-Boots and studied them before circling around to see more. Faust sighed then turned from the fashionista and back to the others. As Celestia approached the ivory alicorn frowned deeply, idly noticing Pinkie and Fluttershy were sticking close to her.

"So where did you find Realm?" Faust questioned with a nudge in the Portrait Pony's direction. Realm herself was staring at Spike with wide eyes and mouth left agape. She'd seen the dragon before, but he'd been a lot smaller when she had. Before Celestia could answer the question, Pinkie Pie jumped ahead of her with a smile.

"She was in one of the paintings in your gallery," the pink party pony responded merrily. The ivory mare raised a brow and then turned to Celestia with a curious expression. The pale pink mare sighed but nodded her head all the same. That question answered Faust turned and looked at the portrait pony with a glare.

"You mean to tell me that you've be in the gallery all these years and you've never once just said hi?" Faust demanded of the color swirled pegasus. Realm had the decency to look sheepish under the intense look from the ancient alicorn. She took a few steps back and then looked anywhere but at the angered mare.

"Well yeah I guess that wasn't one of my better ideas," the portrait pony admitted. Faust snorted and turned away from the portrait pony. With that bit of nastiness out of the way the ancient alicorn instead turned and looked at the slumbering Spike. 'Time to wake you up lazy bones.' That thought in mind, Faust focused her magic and then brought enough concussive force down on the slumbering dragon to shock him awake. Spike blinked and shook his head, then glared down at Faust. The slender alicorn merely smirked back at him.

"Do you have to do that?" the titanic beast demanded furiously. The mare nodded her head as if it should be obvious. Spike grunted and then stretched out his entire body.

"Whoa watch it!" Rainbow suddenly shouted. The shout drew the attention of the other ponies upwards as the prismatic pegasus landed with a snort.

"Wow, she really is a Rainbow Pony," Realm noted aloud. Rainbow blinked and turned to the pony with a raised brow.

"What's that supposed to mean?" the cyan mare questioned.

"Nothing darling," Rarity quickly intervened, "just something from an earlier discussion we were having." Rainbow huffed and turned from the strange painted pony, instead zipping down to Faust and the princesses.

"Whatever, look Nightmare is looking really really bad and Twilight is afraid she's fading away," Rainbow stated quickly.

"What Nightmare?" Celestia questioned with a frown. Rainbow blinked and then backed away with a nervous chuckle. 'Apparently she actually can hold a grudge Twilight,' the rainbow pegasus thought with a shiver. She then noticed that Luna had her eyes narrowed dangerously.

"Indeed, please enlighten us," the lunar mare bade darkly. Faust let out a breath and knocked both ponies upside their heads with a frown. The princesses yelped and hopped to either side as the older alicorn approached the cyan speedster.

"Both of you calm down, she's from the land of legends like Daring was," the ancient alicorn stated.

"So then she's the foal eating version from Nightmare Night?" Celestia questioned with a raised brow. Faust blinked for a moment and then groaned. She had a feeling this was going to be a very long day. With a shake of her head the mare looked over to Rainbow.

"So Nightmare is fading then?" the ancient alicorn asked the rainbow mare worriedly. Rainbow nodded her head quickly and hopped into the air.

"Yeah and she's already started to lose her cutie-mark and colors," the prismatic pegasus replied. A frown crossed Faust's lips at that. She sat back on her haunches for a moment to mentally calculate how long Nightmare would've had to have been out of the land of legends for it to be so far along. 'Roughly a day after Daring was let loose, but before we arrived, some pony had to have let her out but it wasn't Celestia or Luna,' the ancient alicorn thought to herself.

'Some pony besides the girls was wandering around my tower. They let out Nightmare only a day after Daring got out of the Land of Legends. They also unleashed The Necronomicon and its forces. Whoever it was knew where things in my tower were and how to get to them. My only question is who they were and where are they now?' the ivory mare noted with an ever deepening frown. She could deal with villains, but she hated the 'shadowy' kind who didn't show themselves.

"Faust we have to hurry!" Rainbow shouted while shaking the oldest alicorn. Faust blinked and then nodded her head in agreement. She turned to Spike and the great dragon huffed.

"Fine, I'll grab the ponies," he grumbled irritably. With a single motion the great beast reached to his side and grasped Twilight, Applejack, and Nightmare in one claw. Lowering his claw afterwards he allowed Faust to approach and check on the nocturnal mare. Luna glared at the mare of the moon silently. Celestia however kept her features mostly neutral, albeit with a deep frown. Nightmare herself grunted and gave a half glare back to the solar princess.

"Thou should know we hate thee as well, solar nag," the mare of the moon growled weakly. Celestia merely rolled her eyes and snorted a breath from her nose. She didn't dignify the barb with a response. Instead she looked to Faust as the ancient alicorn examined Nightmare.

"Spectra deficiency has caused decay of color," She whispered and noticed several wrinkles on Nightmare's face. "Rapid aging, likely a side effect of extended use of magic," the mare murmured and then closed her eyes and scanned the mare of the moon. "Strange, she should've had another day out at least," the ivory mare mumbled quietly. Twilight idly cantered up beside of the mare and looked at her curiously. Faust merely ignored the purple pony and instead turned to the others.

"Every pony get on the dragon," she ordered sternly then turned to Spike, "as for you, get us to the Golden Door so you and Drake can have your rematch." The great beast grinned darkly at the order and then watched as the ponies gathered onto his claw. Once all were ready Spike snorted out a bit of smoke and made his way out of the library and made his way to the Golden Door...

A relatively small world of sand within a great vortex. It was here that a certain old pony stood silently. His eyes gave off a steady glow as he gazed here and there. Behind him the sand was broken every once in a while by bits and pieces of different metals. Cogs and gears the most prevalent of them. A plunger and what looked somewhat like a pepperpod dotted the sand here or there. Rendered in pieces with a scorch or shattered bit of metal upon their sides. Yet the old pony merely ignored such trivialities and concentrated on a spinning mass of clockwork components shining before him.

"Yes, right there, that looks good," he murmured as he turned the sphere in his brass covered hooves. His voice was young despite his true age with an accent that denoted he was from Trottingham. His eyes turned here and there as the spinning lights tried to break apart here or there. "Oh no you don't," he murmured with a frown. The horn at his forehead gave a brief green glow, matched by the crystal at its tip. With a whirring chime several clockwork components were picked up and moved into the sphere. As soon as they touched the glowing shining components they too began to glow brightly.

"There we are, that should keep things stable," he mused with a smile. However he stopped when he saw another piece suddenly shift outwards. "Or maybe I spoke too soon," he grumbled and brought more pieces forward to fix the sphere. The strange pony trotted around the ever expanding sphere with a frown. He idly brought parts from here or there and fitted them into place where needed.

"I swear things never seem to stay fixed for more than a few seconds," he muttered quietly. Thought he complained from time to time he couldn't see himself doing anything else with his time. The truth of the mater was that he was too proficient at this to not continue doing it. Moving more clockwork components into the maze of twisting and turning machinery had become something of an art form for him.

In the beginning it'd been mere curiosity that got him working on the sphere. Over time he'd made more than one of them. They always came out differently though so he oft had to keep them separated. What they were for, now that was a question he was looking forward to answering. Far as he knew they were just enormous shifting masses of parts, but they could also be something far greater.

The curiosity of what was literally starting to drive him mad.

"Though in all honesty sanity is a bit over rater," he admitted to himself suddenly. It were almost as if someone had asked him a sudden question, or he'd just decided to enlighten someone. Either way he wasn't sure himself, he oft did things that didn't make a load of sense to anyone. Many of the odd things he did typically served only to confuse the ponies around him. The most notable of which were his fellows who also walked in eternity.

"Lovely ponies really, bit too high strung, but what can you do," the daft old pony noted to himself pleasantly. He spoke of course of the Alicorns. Mort the lord of death. Celestia lady of the day and the sun. War-Helm lord of violence and fire. Aquaria lady of the seas. Tree-Mane Lord of fear and shadows. Luna lady of the night and moon. Cadence lady of love. Faust lady of creativity and invention, his personal favorite among them all he might add. He was of course lord of time and machines. And finally, Twilight, lady of magic and... oh wait.

"That hasn't happened yet has it?" the brass and copper pony noted to himself. With a shrug of his shoulders he continued to work on the sphere of glowing pieces of machinery. His name is Clockwork Gears, lord of time and machinery of course. He was the Alicorn of Time, though he technically existed outside of its boundaries. As a result, Clockwork was allowed to view all of time and its intricacies. He could see past or future, he could watch history itself unfold, and even see into other possible worlds...

but he hadn't always had that power.

"Nope, used to be an earth pony," he noted with a fond smile. He closed his shutter like eyes and allowed the memories of who he had been to flow. His name had originally been 'Temporal Machina' born and raised in Trottingham before Luna's banishment to a less than proper family. His sire was a unicorn time keeper, his dam an earth pony baker. Not at all the makings of greatness really. But Temporal had a craft and a way of doing things that were amazing.

His first talent was of course time itself, he had an amazing sense of timing and was always punctual. That wasn't the case in this age, but he'd been young and quite irritable at the time. His second talent was towards machines and invention. Thus he was a bit of an inventor and always liked to keep everything in its proper place. For years in his youth Temporal worked on machines and time. Needless to say, his sire took interest in him with this discovery and his path as a time-keeper all but set in stone. Eventually he gained a cutie-mark that would become his calling card...

A simple hourglass.

His dam was a wonderful mare. She took care of him for years before his sire took interest in his rearing. She even made the most delectable sweets for him. Unique to her and her shop actual, somewhat popular actually. She had called them 'Jelly-Fillies' and to this day, no pony makes them quite as she had. He even recalled a strange pony that always seemed to come in for more of them. At the time he'd wondered who he was, with his ridiculously long scarf and wild hair. He would always smile and wink at Temporal, then be on his way with the largest bag of sweets one could imagine. All else he recalled about him was his cutie-mark...

An hourglass with turning cogs and gears within it.

Aside from that, he was raised around the time when hourglasses and sundials were still in use. Back when time was a bit more flexible dependent on Celestia or Luna's moods. As he grew up he'd often see day longer than night and vice-verse depending on whether or not Celestia or Luna was in a good mood. Temporal had found this quite inefficient and disliked it greatly when he was a child. He had meant no harm nor insult to the princesses, just wished they keep things a bit more tidy.

"Nowadays I wish I could keep things neat and orderly," the pony noted to himself with a fond smile. As time went on, Temporal went into his fathers business and did surprisingly well. He always had exactly the right amount of sand in an hourglass. He always had exactly the correct placement of sundials so that they showed precise time. Well, so long as the princesses didn't decide to extend or shorten the day that is.

When Luna was ultimately banished, Temporal had been living in a small village of Equestria. He'd decided to strike out on his own years before and was making a name for himself in the land of the princesses. Around his, what... twenty fifth? yes, that was it, his twenty fifth birthday Temporal heard a royal decree for all the time keepers in the land. Princess Celestia in her infinite wisdom, now without her sister, asked every one of them to work and create a more accurate measure of time...

Needless to say, Temporal jumped at the chance to fix time for good.

He worked tirelessly of course, his first few ideas were dashed as utter folly. He eventually turned to his second passion to change history. Machines. In doing so, Temporal created what would be known as the first fully functioning clock. It was a work of art in his own humble opinion. Far ahead of its time. It not only told minutes, hours, and seconds, but it also showed the sun and moon, telling when they should be switched over. It was presented to Celestia, and Temporal awaited judgment.

In the end, she loved it.

Temporal was awarded for his creation and made the 'royal time-keeper'. When told of his accomplishment, his parents could not be more proud. With his new tittle, Temporal went on to create a grand clock tower in the center of Canterlot. One that stands to this very day which he often returns to take care of himself. The first clock, it is still owned and used by Celestia, requiring a repair here or there.

But that was not the full story, now, Temporal Machina's tale continued. For he became not only a Royal Time-Keeper, but also a friend to Celestia. His inquisitive and often times insatiable curiosity drew the older mare in and she and he worked often on more inventions and studies of time itself. His study of time and its intricacies fascinated her as only one other had made similar discoveries. Her former student, Starswirl the Bearded, who was a legend all his own.

Celestia decided to work beside of the earth pony and together they made many discoveries. Temporal aged as time went by, as all mortal do. He went from an irritable young pony, to an even more irritable old pony. He had a family and a brilliant grand daughter who lived with him when allowed so she could attend Celestia's school. Temporal even 'abducted' two of her teachers once to have a few adventures with them in the far east.

His life was one big adventure really, always searching and exploring the vast reaches of time. Always a new discovery or a new invention. Then when he returned to Canterlot he had one final experiment. He'd worked on perhaps the most amazing adventure yet, if it worked it would allow him and others to view all of time itself. Celestia had been wary, his 'companions' even more so with his... reputation. But the preparations were made and the experiment commenced.

It failed, spectacularly. Temporal's machine exploded and his body hurled into what could only be referred to as a 'Time Vortex' of some kind. In that instant he was allowed to see it all. All of history and time itself in every world and universe. He was gifted with a sight no pony before or after could ever possibly imagine. Yet when all was said and done and he felt something once more. His first action was not to look in awe at what he had discovered. Nor was it to bask in its glory. No...

He ran, and he never stopped running.

Temporal's only thought was to get away from what he was seeing. It was too big, simply too much for a mortal pony to really comprehend it all. In the end he found his way back to Equestria mere moments after he'd been hurled into the Time Vortex. But the damage was already done. For no pony can enter the Time Vortex and merely come back out of it. No. Temporal lost his body within it, all that returned was his mind. That was when he ascended.

In a spectacular show, a golden light had filled the room where Temporal had been lost. Even the loss of his body wouldn't stop Temporal from escaping the Time Vortex. Oh no, he was far too clever for that. Celestia, his granddaughter, and his companions watched on in shocked silence. The mist of gold had filtered into each and every piece of what had been his greatest work. The mist lifted them and began to piece him back together.

It was a work of art before them, a clockwork pony. Cogs, gears, springs and the like. All of them were used in the creation of his 'second' body. Soon enough he took a form that was obviously a pony. But this time he had a horn, and his 'hourglass' cutie-mark had noticeable turning gears within it. In that moment Celestia was many things. Elated, for now she had a new friend for eternity. Amazed, for she had never seen such an ascension before it. And of course, frightened, for the haunted look in his then blue eyes.

But then he spoke, said that he was not Temporal, not anymore at least. He said that with what he had seen he could be no mere time-keeper. Said that with all that he knew he was beyond any mere inventor. Said that as such he would require a new name. A name that would never be known or recorded, for it would be a being who would never truly exist. Temporal Machina was a mortal pony, and so this new pony took a new name with his new form. Clockwork, Clockwork Gears.

The life that followed could only be described as 'Fantastic'. An amazing journey or adventure every-time he decided to go out. He crafted new bodies every now and again as well. A new one for a new occasion or when an old one was disabled beyond repair. Thus far he'd had 12 individual bodies aside from his first. He was on the '13th' body at the moment. The first and only one to truly be an alicorn. He'd been everything else, even took a new name every now and again, he'd been an Earth Pony, a Pegasus, a Unicorn, even a Sea-Pony once...

Celestia had seen his final form for centuries as if it were his most familiar to her. She even said she knew it well, as it tended to stay in one place unlike his adventurous early selves. The ones before him had scoffed, none had really believed that he would ever truly slow down. His other forms were always running around at different times though were rarely seen in history, merely keeping an eye on things.

It wasn't until the 12th that he finally started to slow down and understand. The adventure was still there, but it became so predictable by then. He lost his love for it, and finally decided it was time to try something new. When he decided for a new body, he decided that the 13th would be his last. And so Clockwork Gears went as far back as he could without disturbing any pony, and became the alicorn of time. The 'Artificial Alicorn' as some called him, though that was far from true.

He was as much a True Alicorn as Mort or War-Helm were. Even Tree-Mane was technically an Alicorn. In fact, Clockwork had it on good authority that all male Alicorns have a somewhat 'unique' body. Not all of them were made with metal, but all of them would seem unusual compared to Celestia or Luna or the females. They were physical and motherly to an extent, softer even. Male alicorns were harder more daunting and stern and far more practical. Physically sturdy as they were made from the elements.

Regardless, now Clockwork Gears was the Alicorn of Time. He was known and recognized by the court of Equestria as a Lord. Rather than a prince as he thought the tittle far too stuffy. Prince Blueblood treated him with respect though, though he did call him a 'Time Lord' rather jokingly. Clockwork had the strangest feeling that the name might stick in a few centuries, but didn't look too much into it.

At the moment he's watching over his latest time sphere. Idly he wonders what it'll grow into, it's the fortieth he's ever made and it's giving him the most trouble thus far. 'Wonder what all that's about, never had this much trouble before,' the alicorn of time noted to himself with a frown. His musings about his fortieth time-sphere and what it might turn into were put aside. The alicorn instead looked into the time-vortex with a frown.

In centuries since his first viewing he hadn't stopped running from it. But now he could at least glance into it without fear. He managed a few seconds before he had to turn away. What he saw was not at all pleasant. 'Things better left forgotten are starting to wake up, Faust is going to need some help,' the brass pony decided with a frown. With a click of his tongue he considered his options.

He could go grab a few guards of course. But he had the feeling Faust wouldn't appreciate it. She was kind of stubborn about doing things her way. 'I actually have to respect that about her,' the copper pony admitted to himself. That in mind the copper pony scuffed a hoof in the sands. 'Sands of time, heh, I should make an hourglass with this and see what happens,' the time pony mused to himself with a shake of his head.

However a strange sound suddenly drew his attention.

"What's this then?" the copper pony wondered. He turned to his fortieth time-sphere and raised a brow. It was giving off a strange sound. A warbling kind of noise he'd never heard from any of the others. He slowly approached the sphere and watched it shift and change, growing at an exponential rate. Soon enough the copper pony couldn't hide a grin and it nearly split his face open. "Oh you clever girl!"

TBC...

Author's Note

Yo! Decided to update this since I had most of it done. I'll probably take a break from this story for a bit to work on 'A Titan in Equestria, or, Shadows of Friendship' for a while. You can kind of blame thanksgiving for this being so late, I'm really busy during the holidays as a result of work. I had honestly wanted this out a lot sooner but, meh. In any case I hope this chapter was satisfactory. It is more of an interlude between the previous 'arc' and the next one. The next arc will almost exclusively feature the 'ancient evils' set up thus far. Thus we have The Smooze, Grogar, Lavan, Crunch, and Arabus. I'll actually watch the episodes of Gen1 in which they appeared so they will be as similar to their original selves as possible, though a bit darker as my story seems to make them.

Clockwork Gears is clearly a bit of a play on the whole 'Doctor Who' in Equestria thing. Honestly, I couldn't think of anything else that would go better with an alicorn of Time. Clockwork has been alluded too several times in the story thus far, but this is the first time he's been shown. I've watched a bit of Doctor Who, and read some Doctor Whooves stories. I've seen two types of this story, well three really. First you have the Time-Lord doctor arriving in Equestria, then you have the 'pony' doctor as an alien species native to equestria, then you have the 'Time Turner' bit where he's a normal guy. Or any combination of the previous.

However I wanted to try something a bit different with my own version. Not only because I see the same thing happen again and again, but because I thought it'd be interesting. Much like how my version of Mort and Tree Mane are a different spin on the concepts of Death and Slenderman in Equestria, Clockwork is a far different spin on things as well. At least I think he's a new version, I've certainly never seen one done like this before. Anyways I need to be going, till next time, enjoy the chapter. Ciao!

THE SMOOZE PT1

THE SMOOZE

Part 1: Return

The ancient halls of Faust's tower had never seemed so long to Spike. This was partly because they had expanded or grown to suit his own titanic size. He didn't really mind aside from how irritating it was trying to traverse the place. Even then most of his worry was for Nightmare. He'd only known the dark mare a short time, but he'd fought and killed zomponies with her, that had to count for something in his book. The said mare was on his head, looking worse for wear as her body had gone full monochrome by this point.

Aside from the drastic loss of color, that wasn't so drastic considering her color scheme, she also seemed to have aged. Her feathers were falling out, her eyes seemed wearier than should be natural for an alicorn, and her hooves and horn had all cracked at some point. To be honest, Celestia and Luna weren't sure if they could hate her while she was in such a sorry state. True, the Nightmare was a menace, but this wasn't that pony. Twilight had similar thoughts, but then again who could blame her.

If one were to ask Twilight Sparkle if she'd ever help The Nightmare, under normal circumstances, she'd tell you no. Thankfully these were far from normal circumstances. The Nightmare with them was not the ancient dark entity that had possessed Luna and Rarity. It was instead a storybook character vilified for devouring foals if they didn't give her their candy. 'You know... that makes me less willing to help her,' Twilight admitted to herself.

As this thought passed through the purple mare's mind her friends had other thoughts to occupy themselves. Applejack was merely resting, happy that the undead were finally at peace. She also couldn't help a strange sense of peace and serenity that had been within her since waking up. It was like all was fine with her life, like she had nothing to hold her down. It was strange to think about as she'd always had a feeling of something weighing her down.

Rarity was merely chatting with Realm about this or that. While Realm had never been much into fashion, or clothes in general, she did remember the old styles. "So you're saying ponies typically wore bows and ribbons and that was it?" the fashion pony questioned. Realm silently nodded her head, though there were a few instances ponies had worn dresses. They were rare and the dresses had been a bit... strange, even to her.

"In our defense, functionality was more important than fashion," Faust noted aloud, drawing Rarity's attention. "Dream Valley is warmer than Equestria. We were also constantly chased by monsters so couldn't afford to be weighed down or restrict movement," the ivory alicorn explained. Rarity nodded her head in understanding, happy she lived in an era that wasn't a necessity. Moderation was fine for some ponies, but the minimalist styles of the past would probably drive her batty.

"Mother, did thou ever wear such accoutrements?" Luna asked curiously. While she had lived with her mother for twenty sum years, she'd never thought to ask about her old attire. Mostly because she'd never seen her wear anything, aside from a cloak on occasion, some saddlebags and even her armor every now and again when she wanted to play. 'Rare though it was that she wore the armor,' Luna admitted to herself.

"Of course I did Lulu, it'd be hard not too have at least a few of them. I mean Bow Tie gave every pony a bow or ribbon for their birthday and winter solstice," Faust replied with a slim smile. Truth be told Bow Tie would give a ribbon to any pony for any occasion. She had also really liked wearing them as well. Faust had once been forced to untangle the mare when she wore too many ribbons in her mane and tail and started putting them on her legs as well.

'And that took me a full week to straighten out, since she wouldn't let me cut any of them,' the ancient alicorn recalled fondly. She then frowned and recalled that some ponies had had dresses and the like. The Princess ponies had hats at least, though that wasn't saying much. Her friend Heartthrob had also had a... well... a strange outfit. Faust wasn't really sure where she got it, but it'd been a very strange one.

"Aside from ribbons, the Princess Ponies of my era wore interesting hats," Faust began, then tapped her chin. "In fact, they really looked like those stereotypical hats you see on damsels kidnapped by dragons in stories," the ancient alicorn admitted. Spike suddenly snorted and looked up with a grin.

"And that is really interesting since the Princess Ponies each had a baby dragon to raise," the mammoth wyrm noted aloud. Faust idly nodded her head, a fond smile across her lips.

"Technically speaking Spike, they took care of the princess ponies," Faust retorted. Spike rolled his eyes and smirked up towards his oldest friend.

"Sounds about right, we dragons making sure you ponies don't get yourselves into trouble," he stated with a slight nod. The ponies on his head held on as he did, though Faust didn't even budge.

"Riiiiggghhht, and I suppose the dragons managed to find gems for themselves?" the ancient mare question crossly. Spike chuckled nervously and rubbed the back of his neck. In the old days gemstones were rare, especially in Dream Valley and the rest of Pony Land. The most abundant were diamonds, which hardened their scales, but that hardly made for much variety in their meals. Truth be told Spike would've killed, actually killed, some 'thing' for a ruby or a sapphire when he was a whelp. It wouldn't be a pony however, he liked them too much to kill one... however a griffon, rock dog, or some other creature was fair game.

"Wait, I'm confused," Twilight admitted. Neither Spike nor Faust were at all surprised by the admission. Truth be told they had almost forgotten about their little entourage. "Are you saying dragons and ponies used to have good relations? As far as I know the dragon don't have a ruling body. They also seem highly territorial and vicious to any pony or otherwise who come near their nests. We even had to evict a dragon when he made roost on a mountain near ponyville," Twilight noted allowed. That got Spike's attention, causing the massive drake to face-claw.

"Oh yeah we were fine, till Dream Valley fell," he grumbled irritably.

"What do you mean Spike?" Twilight questioned. She then stopped and frowned. It felt so weird to utter that sentence, mostly because she was so used to her spike coming to her for answers.

"Ponies and Dragons originally had amicable relations," Spike began with a sigh, "a Princess Pony was actually expected to have a baby Dragon among her entourage. Typically as an assistant or attendant," the massive dragon explained. This wasn't lost on Twilight, who recalled Nocturne was technically a princess. 'Does that mean I'm fulfilling an obligation of other princesses without even knowing it?' she wondered to herself silently.

"This is for two purposes," Spike took a breath, "first is to protect the princesses, even a baby dragon is tough enough to deal with most minor threats. Secondly, it's to show the whelps the trials of leadership," the massive drake explained. That peaked the interest of Princess Celestia. She had tried, many times, to speak with the leaders of the dragons. However she never found any kind of leadership among the dragons who lived in Equestria.

"Why would they need to know the trials of leadership? I admit that I know little of dragons, however I have never met a leader. Nor have I ever been told I'd need to raise a baby dragon. I raised our Spike of course, but that was because I could find no dragon to do so and Twilight was too young," the pale pink pony questioned curiously.

"Don't know, from what I know the elders were sending out baby dragons to any pony princess they could find, princes work too but they are rarer due to the number of mares to stallions," the massive dragon admitted. He then stopped and scratched his chin as a thought occurred to him. "Hey, off topic but are mare to stallion ratios still in favor of mares?" the magenta drake asked.

"Pretty much," Faust replied with a shrug.

"Huh, well I guess the more things change," the dragon muttered then sighed. "Anyways, the Dragons are ruled over by a group of elders. The elders are the dragons raised by princess ponies. They learn the lessons of leadership from the princess ponies, return to the dragon lands, and lead the dragons as they learned," the dragon explained.

"Wait, but didn't the princess ponies of your age feud with one another for years over who would be queen?" Rarity questioned incredulously. Spike chuckled for a moment and sighed.

"Yeah... well, no one ever said the system was well thought out. Take me for instance, I was originally taken in by Lord Tirek so he could raise me into an evil weapon of mass destruction. It might've worked if not for the fact my caretaker Scorpan went against him and tried to raise me to be whoever I wanted to be since he let me be a bit childish and impulsive. I was then raised by Majesty after Tirek's defeat and Scorpan returning to his kingdom, and she taught me how to rule through example. Finally Faust finished raising me, and taught me responsibility," the magenta drake explained.

"So you were raised by no less than four ponies," Twilight noted and clicked her tongue, "but if that's the case why aren't you one of the dragon elders?" she questioned curiously.

"I am," the dragon stated with a wide grin, "and I'm technically their boss," he added with an even wider grin. The statement caused no small amount of surprise in the ponies riding on the dragon's head. Faust however merely rolled her eyes, then sighed and looked to the others. She decided it was time she explained something about dragons herself, before her ponies got the wrong idea.

"He's only their boss because he's bigger, meaner, and stronger than the others," Faust offered flatly, "dragons rule by way of strength. The strongest dragon is king, no questions asked, the king has final say in all things. That dragon in the Golden Door, he was the first and mightiest of all the dragon kings. He is small, but he used that to basically strangle his larger opponents. What he lacks in size he more than makes up for in speed and brains," the ancient alicorn explained. Spike merely chuckled for a moment and lightly nodded his head.

"It's true," he admitted with a grin.

"So basically you just went and beat up all the other elders," Twilight summarized with a frown.

"Pretty much," the great wyrm responded with an unabashed grin.

"Are you actually proud of being a brute?" Rarity demanded hotly. The dragon snorted and then rolled his eyes.

"It's tradition doll, 'sides, I took down those wimps without much of a fight," the great drake declared proudly. Faust could tell by the looks on the ponies faces that they couldn't understand why he was so... brutal. She admitted that Spike, in his youth, had been a mischievous fellow, but his upbringing by Tirek didn't really shine through until he became much older. As an adult dragon he'd been prone to ruthlessness, partially cause he was angry over Surprise's death, but mostly because it was how he was raised by Tirek.

"Spike was raised by Tirek to be ruthless and vicious in battle," Faust stated. She then glared down at her oldest friend as he whistled to himself. "Not only that, but his particular breed of dragon are known to hunt down, kill, and eat other dragons. His opponents were also his friends, raised by the princess ponies, and from smaller breeds of dragon, they were literally no match for him in a fair fight. Each refused to fight two or three on one because they were honorable and noble, so of course he beat them into the dirt," the ivory mare stated hotly. Spike merely yawned and flexed his wings.

"Yeah yeah, I know I got a little carried away but it's not like they didn't survive," the massive drake responded bluntly. Twilight openly gaped at the creature, and silently wondered if her spike would end up like him.

"They were in intensive care for months," Faust stated flatly.

"I said they survived, not that they didn't get hurt," the drake replied curtly. Faust snorted but let it be, she knew better than to try to talk to him when he was being stubborn.

"Who the buck is this Tirek guy," Rainbow dash suddenly demanded, "and why the buck did he raise this guy to be such a jerk?"

"Tirek was both a centaur and a Bephomet as well as the former lord of darkness. My friends and I were forced to contend with him when Majesty was away trying to convince the Princess Ponies to stop their feud. Tirek was a monster who had the ability to twist and distort living creatures into terrifying shadow forms. His primary goal however was far simpler and one you all know quite well, his desire was to bring about darkness eternal by making the night last forever," the ivory alicorn explained.

"Sounds like Nightmare Moon," Applejack noted casually.

"It should," Faust began ominously, "Tirek's power is darkness itself. As such we couldn't truly kill Tirek for so long as light exists, so to must darkness. Tirek's spirit lived on as a shapeless formless entity of darkness. It had no means to attack for centuries until it latched onto the darkness within Luna and tried to use her to bring about Eternal Night. When that failed it tried again, causing the Elements of Harmony nightmare's and latched onto Rarity, and again tried to bring eternal night," the mare explained with a frown.

"Mother, does that mean we were possessed by a stallion?" Luna demanded with wide eyes.

"No, Nightmare is a spirit and thus has no gender," the ancient alicorn replied.

"But Tirek was male, yes?" Twilight questioned. Faust frowned then nodded her head. "Nightmare is Tirek's disembodied spirit, yes?" the lavender unicorn continued. Again, Faust nodded her head. "Then technically speaking, Luna and Rarity were possessed by a stallion," she stated with a nod of her head. Faust merely hummed in thought and then shrugged her shoulders.

"Okay, point to you Twilight," the ancient alicorn replied. Luna however shuddered and shook in revulsion. She had nothing against stallions, but having one running around in her head was more than a little disturbing. 'That does explain a few things though,' she admitted to herself.

"Ugh, I suddenly feel even more violated now than when the Nightmare possessed me," Rarity admitted with a shudder. Luna silently nodded her head in agreement with the marshmallow unicorn. Much as she hated the nightmare before, she had always thought it was a genderless entity. Though finding out the thing was technically male did explain why it was so aggressive.

"Well that is all well and good," Celestia began only to be interrupted.

"Good!" Luna demanded incredulously. "Sister, we just found out we were possessed by a millenia old stallion that tried to kill our mother!" the lunar mare growled at her sister angrily.

"Don't forget about me," Rarity grumbled in agreement with the lunar mare. Celestia held up her hooves and smiled calmly to both ponies. She had honestly meant know harm by the comment, but her own question still hadn't been answered.

"Yes, and I'm sorry for what you both went through. I merely wished to remind Faust she never really explained why the dragons are so isolated now," the solar mare reminded.

"Dragon's have a long memory," Realm piped up.

"Excuse me?" Celestia questioned of the portrait pony. The mare in question let out a breath and fixed Faust with a look. The ivory alicorn in question sighed tiredly and turned to the solar mare.

"The current Dragon Elders lived in Dream-Valley for years," Faust stated.

"I see but that doesn't," Celestia began only for Faust to cut her off.

"Who decimated Dream Valley?" the ivory alicorn questioned flatly. Celestia blinked and thought back for a moment, then flattened her ears as she remembered the old stories. She slowly sat back and mentally winced as it became readily apparent why Dragons no longer had such peaceful relations with Ponies.

"Oh," she mumbled quietly. The other ponies were mostly aware of what happened to Dream Valley as well. They recalled Faust explaining it happening a long time ago, and that her ponies... oh... oh!

"Yeah, lets get off that topic," Realm pleaded. The other ponies silently nodded thier heads in agreement. Bringing up what the ancient ponies had done was not something they wanted to talk about. None of them could condone, understand, or even fathom why they had done it either. They destroyed their home as well as a species for no apparent reason other than fear.

"So," Pinkie began suddenly while shifting on her hooves, "who are the dragon elders?"

"Fiery, Prickles, Smokey, Flash, Sparks, and Spiny are the six current Dragon Elders alongside Spike," she replied. She then shook her head at the snickers from the other ponies. Celestia seemed to be the only one who didn't find their names funny. Most like she actually did, but was controlling herself. Luna wasn't being so conserved as she laughed at the names once used by the dragon elders.

"Okay, Spike is one thing, but did the princess ponies really name them that?" Rainbow asked with a snicker. Faust nodded her head with an amused smile. She'd never say it out loud, but she'd always thought their original names had been a bit silly.

"Yes, however Smokey goes by Smaug, Sparks is called Pyro, Fiery changed his name to Ignitus, Prickles wanted to be called Thorn, Spiny goes by Drago, and Flash is the only one who kept his old name," the ancient alicorn admitted. The younger ponies regained control of their snickers when she did. Celestia rolled her eyes and then looked back to her former caretaker with a curious frown.

"Faust, I know you are busy but do you think you could speak with the dragons on our behalf? I realize their is bad blood between us but things have changed," the pale pink mare pleaded. Her former caretaker frowned for a moment then rolled her eyes and looked down to Spike.

"Hey Spike, you think you could go talk some sense into our friends in the dragon lands?" she questioned of the greater drake. The massive magenta monster reached a claw up to cup his chin in mock thought for a moment. He then looked up with an eerie looking grin stretched across his face.

"By that do you mean go there and beat them senseless till they listen to me?" he questioned mockingly. Faust frowned deeply and shot her friend a dark look.

"No," she stated sternly, "I mean talk to them. Not everything has to end in an all out fight you know," the ancient alicorn replied flatly. Spike shrugged his shoulders and yawned.

"But I like getting into all out fights," the massive magenta monster noted playfully. Faust stared at the greater drake for a moment, then brought a hoof to her face. Sometimes, she honestly wondered about her oldest friends sanity.

"No... just... just no," she groaned. The magenta drake merely snickered for a moment then glanced forward.

"Golden Door up ahead," Spike called out. The ancient alicorn blinked and glanced forward to see the rapidly approaching aperture.

"Well at least this wasn't too difficult," she admitted to herself. Compared to some of her adventures over the years, this was more like a walk in the park. Admittedly it was a bit tideous to navigate the tower's halls but that was it. A quick glance to Nightmare showed that they were just in time as well. The story-mare was clearly faded and looked positively ancient. Faust frowned for only a brief moment as Spike came to a stop before the golden door and laid down. Faust hopped off of Spike's head, while the drake picked up Nightmare and the earth-ponies and unicorns. The pegasi and alicorns followed Faust's lead, all of them now standing before the golden door.

"I have to admit, it really is quite a lovely door," Rarity noted casually.

"Bit too fancy if y'all ask me," Applejack replied in kind. Faust rolled her eyes and approached the door, with a brief shine of red magic the door was opened. Inside appeared a black void, until Drake stepped out with a frown. He looked around for a moment, glared at Spike heatedly which the larger drake returned, then noticed Nightmare.

"Ahh, there she is," he mumbled and approached the dark mare of the moon.

"It seems something lured her out Drake, she also doesn't remember much," Faust stated. Drake frowned for only a moment before sliding his neck under Nightmare and lifting her up onto his back. She let out a slight groan in discomfort before falling silent.

"Thank you for bringing her back," the dragon king offered with a courteous bow. He then glanced back at Nightmare and back to Faust with a slight smirk. "Although I certainly hope we don't keep meeting under these circumstances Faust. Once was bad enough, twice a bit annoying, but three times? I'm starting to see a pattern here," the green dragon noted playfully. Faust rolled her eyes and grinned.

"Don't worry, I'll try not to let your subjects wander into my tower anymore," the mare replied in kind. Drake merely smirked, then glared at Spike, which the younger dragon returned in kind. The millenia old dragons glowered at one another for a short time before Drake snorted.

"Whelp," he growled at Spike.

"Runt," Spike returned darkly. Faust groaned and brought her hoof to her face once more as smoke started to trail from the two dragon's nostrils.

"Would you two stop with the testosterone fueled stupidity already!" the ancient alicorn demanded. Drake snorted for a moment then slowly backed up into the Golden Door. He kept his eyes locked on Spike in a hateful glare even as Faust shut the door.

"I really don't like him," Spike growled irritably.

"Clearly, the feeling is mutual," Twilight noted aloud. Faust couldn't help but agree with the young unicorn. Spike and Drake really needed to work out whatever it was that made them hate one another. 'Though it's probably a territorial thing or something else that is unreasonable,' she inwardly admitted. Either way, it was becoming more than a little annoying. She also... wait, why was the ground shaking.

"Faust shouldn't we be going?" Twilight questioned. The alicorn in question promptly ignored her and focused on the shuddering of her hooves. The ground really was shaking, but it was a minor tremor. The tremor began to grow and Faust twitched her ears to either side. Something was making a racket and it caused her no small amount of worry.

"Miss Faust are you alright?" Fluttershy questioned timidly. Faust shushed her and held up a hoof as her ears twitched to either side to try and pick up the noise. It was faint but steadily growing louder, at the same time the minor tremors she'd been hearing grew steadily worse as well.

"Does any pony else feel the ground moving?" Applejack suddenly questioned while looking around warily.

"I thought it was just me," Pinkie Pie admitted.

"I don't feel anything," Rainbow stated. Fluttershy and Rarity nodded in agreement with the speedy pegasus. Realm however frowned and moved hear ears as Faust was, subtly picking up a strange noise.

"Rainbow your a pegasus, Earth Ponies developed on the ground in such a way that they can tell when it's shaking even if it's only a minor tremor," Twilight stated pointedly.

"Okay so what about the princesses?" the cyan speedster questioned. The ponies turned to the princesses, while Faust continued to listen with a frown.

"We admit we hath noticed a slight tremor, but tis strange," Luna admitted with a frown. "It does not feel as though the land shakes, rather feels as if a stampede were approaching," the lunar mare noted aloud.

"I don't mean to argue, but it ain't like no stampede Princess," Applejack stated seriously. "I've been around 'nough stampedes to know what they feel like. And Ah can swear to you that stampedes feel more like a 'rumble' while this here feels different. It's a lot more subtle and almost smooth, I'd say almost like a flood of some kind," the orange apple mare mused. Luna frowned for only a moment before idly nodding her head. While she was centuries old, she admitted Applejack had likely seen more stampedes in her days on her farm than she had.

"A flood... and that noise..." Faust murmured before her eyes widened in horror.

"Bow bow bow, bow bow bow, bow bow bow," the noise was soft and subtle like the feeling of the ground quaking. But to Faust it might as well be the beat of a drum in her mind. She knew that sound well, she had nightmares of that sound! What was worse was that the sound was growing steadily louder. It was getting closer, and as it got closer the feeling of a flood grew worse!

"Does any pony else here that?" Rainbow asked while idly flicking her ears.

"Aye," Luna replied with a frown. The lunar mare stopped listening to the noise and instead focused on her mother, the ancient mare who was shivering with wide frightened eyes. Seeing the ancient alicorn in such a state caused the younger mare to rush to her. "Mother, art thou alright?" she questioned worriedly. However Faust merely glanced behind her, her ears twitching to a familiar beat she knew all too well.

"Bow bow bow, bow bow bow, bow bow bow," the noise was all too familiar for she had heard it once before. It was for this reason that she was afraid, because she knew they had nothing to stop it this time. 'No flutter ponies no utter flutter, so nothing can stop it now,' she thought fearfully.

"No, not that, anything but that," Faust whispered desperately. Luna raised a brow, wondering what was wrong with her mother.

"Mother please what is wrong?" Luna questioned only for her ears to flick to the path Faust stared at.

"Bow bow bow, bow bow bow, bow bow bow," the sound was now easily recognized by every pony. They could hear it steadily growing in an admittedly funky beat.

"Say, not bad," Pinkie noted with a smile. She idly tapped her hooves to the beat of the noise even as it grew ever closer to them. But as she did Faust began to whisper a song, but it wasn't a pleasant one.

Filth, fungus, rust, and slime,

Please don't forget the floom this time,

Mold, mildew, murk, and mire,

Boiled within a volcanic fire,

Rarity grimaced, feeling no small amount of disgust for whatever this song was about. It sounded absolutely disgusting! Judging by the looks on her friends faces they were in agreement with her. Though for some reason the princesses seemed more wide eyed and possibly even fearful.

Spike however narrowed his eyes and took a slow step back. He knew this mixture that Faust was steadily singing about. He'd been there when she'd first encountered it after all. Unfortunately, Faust was frozen in place, eyes wide as the steady noise continued to grow louder and louder with every second. "Bow bow bow, bow bow bow, bow bow bow." 'It's coming,' Spike thought with narrowed eyes as Faust continued her slow eerie song.

A monster from your darkest dreams,

It revels in your fearful screams,

A deadly mixture, a witches brew,

And now it's coming after you,

"Bow bow bow, bow bow bow, bow bow bow."

"I fear something approaches my little ponies, prepare yourselves for the worst," Celestia ordered swiftly. Mere moments later she got her first look at what approached. The mere sight of it made her heart stop. As a filly Faust had told her and Luna many stories of her adventures. Many of those stories had most likely been made more 'foal friendly' for their sake. She had little doubt that none of the beings Faust had faced were as 'silly' as the mare made them out to be. Case in point, the creature she now stared at.

It was not like she had imagined it as a filly. In her mind she had always imagined a gooey purple grey mass with dozens of eyes that was silly rather than scary. The truth was that she did so only so that she could sleep at night. It was truly a terrible, indescribable thing vaster than she had ever imagined, a shapeless congeries of protoplasmic bubbles, faintly self-luminous, and with myriads of temporary eyes and mouths forming and un-forming as it flowed their way.

Celestia knew the name of this horrid creature, but she struggled to come to terms with the reality of how hideous it really was.

You can't escape this evil ooze,

Cause nothing can stop...

THE SMOOZE!

Nightmare felt as the power within the Land of Legends filled her. Her return had started her recovery the moment she stepped a hoof within the world beyond the golden door. Rather, Drake had carried her within the door so that she wouldn't strain herself even further. As he did, she realized something that hadn't occurred to her before. Out in the 'real world' she had acted as if she were not aware she was a story.

But that couldn't be. She knew she was a story, a legend, immortal in that so long as she was remembered she could not die. She was fine with this, she remembered coming to terms with being a story in ages long since passed. She had had to as a result of being a myth, unlike the 'recorded' stories she was of spoken word. As a result she could be changed to suit the storytellers tastes and as such her personality was varied.

"Is she going to be alright?" Daring asked Drake. She idly noticed them from the corner of her eye, a blur of khaki and green. She didn't know Daring very well, the pony was 'young' by way that she hadn't been around for centuries. Drake on the other hoof was the king of the Land of Legends. He had ruled for centuries and was older than even mother Faust. He was the oldest living creature in all of ponydom and most of his subjects feared him. Nightmare was one of the rare few who didn't. After all, she was a creature of fear and terror as well. Ponies may love a hero, but it takes a truly great villain for them to really shine.

She realized that her memories were starting to come back. As if a fog was finally lifted and her eyes slowly widened. A shadow had entered the open golden door. She'd seen the creature and knew it was not of their world. It was a shadowy wraith that had had a purpose most sinister. She recalled chasing the thing, within the land of legends she knew she could subdue it. But it had led her out of the land and then quickly shadowed and clouded her mind.

"She should be fine, you weren't much better and you're fine now," Drake replied to the pegasus. Nightmare barely paid the voice any heed as her mind worked over what had happened. She needed to know what the shadow wanted, what it was up too and why it had captured her. It must have had a purpose for her aside from wandering around the tower aimlessly. Voices in her mind, she recalled those as well. The voices must have been the shadow whispering its lies to her.

'I thought that was my shtick...' Nightmare noted with a scowl. She could forgive it for being an evil shadow. But she was going to have words with that shadow for stealing her act! She was mistress of the night! She was the dame of darkness! She was the Princess of fear! No pony took her thing! Least of all a pathetic shadow that did nothing but set her on... 'Celestia?' she realized. That made her frown. Why had the shadow set her on Celestia in the first place? The pale pink alicorn wasn't half as threatening as Faust.

'Setting me on Faust or the Elements of Harmony would've been more prudent if it wanted to disable them for an attack,' the mare of the moon noted to herself. She also noticed her colors were coming back now. That would mean her magic was returning to her. That was good, and likely why the shadow's memory spell was being broken now. 'But why did it cast that rediculous spell in the first place? It did it no good to my knowledge, I didn't even slightly maim any of those ponies...' the mare of the moon noted to herself with a frown.

A look of realization suddenly dawned on her. 'Because it didn't want me to maim them! It wanted a distraction!' The realization brought a deep scowl to her face. 'Insult after insult is heaped upon me by that damnable shadow!' she thought furiously. Not only was she used as a pawn in whatever little game it'd concocted, but she had been an expendable pawn! That shadow would rue the day that it dared to trifle with Nightmare Moon!

'It's death will be slow and painful if I get my hooves on it, Sir Light-Bringer died because of it!' the ebony mare nearly snarled. Though she admitted he had already been dead, it was worse that he was risen again as a mindless beast. That she couldn't forgive. She was a cold and dark mare, true, but even she could see evil for what it was. The Necronomicon may have done the deed but if any pony had released that blasted book, then it was the Shadow.

"She's looking better already," Daring's voice came more clearly than before. Nightmare shook her head and took a calming breath to steady herself. Her emotions were running wild. Light-Bringer had been undead long before she met him. He'd been cursed by the Necronomicon to forever walk as an undead. While the Shadow had caused his 'second' undeath, it had also brought about his final freedom. Though the Shadow had also caused War-Helm's death as well.

'I'll take that one, War-Helm was a merciless pony but he fought with me in battle. Pray that you never meet me again my dear shadow, or Nightmare Moon will teach you true terror,' the dark alicorn thought with a frown.

Though perhaps if she knew the Shadow died with a whimper in light it unintentionally unleashed, no one even knowing it'd done anything. She would laugh for it was a pitiful creature unworthy of even a memory...

Tree-Mane trotted into the library silently. It looked around at the scorches littering the ground. the few ashes that remained of the eerie tree catching its gaze. It wasn't at all sad for the death of the eerie tree, it was pleased that it had been released. The feeling it got from the eerie-tree's remains was that of an Elder Tree. A corrupted Elder-Tree to be precise but an Elder Tree none the less. The voice of the helmet beneath it's forelimb suddenly drew its attention. It nodded and turned from the ashes.

They still had work to do.

Tree-Mane trotted forward and approached the remains of War-Helm and Light-Bringer's armor. Both had been devastated utterly by their battle. Half melted, large gashes, and broken joints abound. These suits of armor were worthless in their current condition. Not even the iron within them was worth salvaging in the limited amounts left intact. But Tree-Mane cared little for the armor, it was more interested in the plan the Tower had. It placed the Mad-Crown down and began to trot around on it's hooves.

The voice of the tower echoed in its head, telling it what it needed to do. Its branches reached out and began to draw on the ground as if tipped with charcoal. The lines formed a spell array, one that encompassed most of the floor and surrounded the two sets of armor. That done Tree-Mane rose up on it's spidery limbs and approached the mad-crown. It lifted the object up with it's forelimbs and carried it to the center of the array. The voice of the crown asked if this was going to hurt it.

Tree-Mane didn't know the answer and didn't bother with a reply. The spirit within the crown fell equally silent as it was placed in the precise center of the array. Tree-Mane moved away from the array, then twitched as the Tower spoke to it once more. The eerie tree pony nodded its head and raised a hoof. It began to slam its hoof against its head, soon a crack formed against the alabaster white of it's forehead. The crack split and a familiar curvy and jagged black horn slowly slid free.

Black blood oozed from the wound and trailed down its face to drip from it's chin. The blood oozed and seemed to mingle with the charcoal array on the ground. The tree pony's horn suddenly seemed to absorb the light around it, forming an eerie inkly blackness around it that slowly spread outwards. The tree pony lowered his head and lightly touched the array with its horn. The 'magic' from Tree-Mane surged to life in the array. The tower added its own power to the mix, the array burning bright bloody crimson as it did.

At that moment red orange flames roared to life a mere moment later. A whinny sounded and a flaming war-horse formed in the air. The flames twisted and turned and formed into a flaming pillar that rose into the air. Tree-Mane watched it all silently, even as the pillar rose up, before forming into a new form. A wolf of blue white flames, its body fell from the heights of the library to land on the ground silently. The wolf shook it's body for a moment and then howled as flames surged out into the ruined suits of armor.

Instantly the metal of the two suits of armor began to melt. Gold and steel seemed to evaporate, leaving only the wrought iron and silver behind. The two remaining metals slid over to the mad-crown and caused it to melt as well. The pool of light and dark metals then rose upwards. The metal thinned, folded, and formed into familiar plates and armor. A large black form soon took form, its shape seemed like that of a pony, but there were differences.

The silver soon formed across the armor into distinctive plates. A torq around its neck with a single ruby in the center and chains reaching down under its forelimbs. Knee pads on it's back-knees that resembled War-Helm's but much thinner and smaller. Hoof-Boots formed afterwards, appearing more like paws with four distinct claws that carved long gashes out of the floor. The armor opened six blades from each side of its body that formed like a pair of wings, silver forming into 'arms' to gather them.

A neck and silver segments rose up from the torq, soon forming a familiar grilled muzzle-plate that curved into a slight point. Over the plate was a helm, different to the mad-crown in design. It was formed into a bladed trident shape that curved along where the head would be, a single runed blade reaching from the forehead with a tiny ruby beneath it. The top part of the trident split like a crest to allow a mane to flow freely.

Finally the silver slid along the metal pony's body till it reached its flank. There the silver shifted into a flame, a crescent moon left silhouetted within it. As soon as the emblem appeared the armor pony's body began to shake, rather, heat began to rise and give the illusion that it was shivering. A sudden burst of heat and roaring white / blue flames roared to life from within the armor pony's body. It surged from every crack and crevice, bathing the armor pony in heat so great that it melted the floor beneath his hooves.

Soon the heat and the flames retreated within the armor itself. Soon a flaming mane and tail of white / blue flames flowed and whipped about from the armor. Steam rose off of the armor for a moment before it too settled down. The armor shook and creaked for a moment before falling to it's side. A paw / hoof rose up and the armor struggled before slowly rising up. It shook and shivered a moment more before turning it's head towards Tree-Mane.

The tree pony watched the armor pony as he slowly got up to his hooves. The crimson magic from the array died down until all that remained of it was the refuse metal it had discarded. Tree-Mane twitched and turned its head as the armor pony / wolf / thing got up and onto its hooves... err... paws. The creature finally seemed to stand with strength, a pair of yellow eyes opened and glared at Tree-Mane. For a moment all was quiet, the armor pony / wolf / thing stretching its neck to either side then letting out a snort of fire.

"That," it began hoarsely, "really... really... hurt," it finished. Tree-Mane didn't respond or really care if it had hurt.
"Name... me," he growled out and the tower answered him. The name was familiar of course, it was the 'alicorn' he was to replace. Although the idea of being war incarnate was... daunting, it knew a predator was the perfect creature to have such a tittle. "War-Helm," it noted softly, testing the name for a moment.

With a nod it the new flaming war-pony snorted once more then shook his entire body. He then stretched out and let out a yawn before standing tall and looking around. "So... what... now?" he asked in a hoarse voice. He raised a paw to his neck and then internally grumbled about needing to get used to speaking again. It'd been thousands of years since he could actually talk, he was very out of practice. The tower responded with a simple message to both ponies.

Tree-Mane silently nodded its head and turned on its hoof. Its horn slowly slid back within it's body, the crack it came from sealing as it went. It needed no further coaxing to make its way through the tower to locate Faust and her companions. It would have to work to make sure it didn't try to take the ponies, but that was a small feat. It admitted to itself it had no practice in doing so, but Faust, Celestia, and Luna were all present. It wasn't going to make all three of them into enemies. With that though in mind the tree pony left the library on spidery limbs.

The new 'War-Helm' waited a moment, he silently watched as Tree-Mane trotted off. He wondered if he should even bother to introduce himself to the other 'alicorns'. It would be a pointless effort as he was the second to carry his particular name, tittle as alicorn of war, and even appearance. They would always compare him to the original, always think he was a psychotic mad pony. Perhaps he should leave and go about his business. He was a wolf first and a lone wolf of old at that, not a pony, so their problems didn't really matter to him.

Then again, the problems of ponies always came back to haunt the other species. None would be more dangerous than the one currently roaming around the halls of the tower. Much as he hated to admit it, he would need to cement his place among their number if he was to gain any standing. While fear had always been his preferred way of gaining power, respect would work better with prey species. He was a predator, true, but he had been attached to both predator and prey over the centuries. He as such had a unique view on both.

That aside he needed to test the upper limits of his new magic. The previous War-Helm had only known the most basic of abilities he could use. From what it had been told, he was a vicious and psychotic enemy. He had no real control of himself or his actions, preferring to allow his passions to drive and rule him. He knew that such a fate would await him if he weren't careful. He also knew that control of fire was basically useless against the other, seemingly immortal, alicorns in a fight.

As such he would have to give the name 'War-Helm' at least some measure of honor. If for no other reason then to get on the good sides of his 'comrades' of sorts. No small task considering how the blasted barbarian had unleashed flaming death on everything including children and infants. It was a despicable and utterly ignorant act, even to a predator like him. A child was a potential meal if allowed to grow, an infant was also, killing them short was pointless and wasteful.

A sudden snort of fire and the new War-Helm knew his anger was starting to rise. Probably a result of his new form and power was increased and potentially exaggerated aggression. He would have to be careful not to allow his passions to rule him as they had the previous war-horse. Flames could consume all in their paths, even itself if it weren't careful. Ruling his passions would be a necessity of this new life he was thrust into.

That aside he'd also have to become acclimated to his new body. Unlike his previous hosts he would not be blessed with 'eyes in the back of his head'. This meant he would have only his own instincts, honed in countless wars and battles, to aide him. He was fine with this. But first he'd need to master walking, as the ponies body was unusual in comparison to the one he was used too. True his forelimbs appeared more lupine than equine, but his back legs head the distinctive shape of a ponies... with paws.

'This will be a very trying chapter in my life,' the once lone wolf thought with a mental sigh. Although he had to admit, while it would be trying, it was nice to have legs again...

"RUN!" Faust's scream tore through the normal silence of the tower. She and the ponies were riding on Spike as he tore a path through the towers halls. Hot on their trail was a purple / grey protoplasmic goo bent on their destruction. Celestia and Luna were shivering as the watched the mass surge forth like an unyielding flood. The continuous little song it continued to sing did little to make it any less threatening. Moments later the princesses watched as the Smooze rose up, numerous arms and hands and bodies forming along it's mass before it hurled balls of protoplasmic goo at them.

"Twilight, girls, make a shield to stop those from hitting Spike!" Faust ordered quickly.

"But it's only..." Twilight tried to say only for Faust to glare at her.

"Just do it!" she roared. The little lavender mare yelped and did as bade. Celestia and Luna needed no coercing to do as the ancient alicorn ordered. They quickly formed shields and used them to block every gooey ball of gunk hurled by the unyielding mass of purple protoplasmic muck. Unfortunately the spheres came more and more often, some one after another in rapid succession by dozens of hands and temporary bodies.

Twilight mentally gaped at the mere absurdity of the creature. It didn't seem to have any kind of solidity, it was strictly a murky glob of goo. All it did is move and surge like a never ending flood. It had no practical purpose aside from destruction. However she couldn't really understand why it was singing, nor could she understand why it was hurling pieces of itself at them. Was there some point to it she wasn't aware of? For that matter, why was it chasing them? Faust clearly knew it and she assumed that had something to do with it, but seeing the ancient alicorn so scared was worrying.

Celestia and Luna had no such questions. They recalled the stories from their mother. Details were a bit sketchy after so long, but they knew what the spheres of goo would do when they attached to you. They twisted your mind made you miserable and mean. It'd happened to several ponies, however Spike had had only a bit on his tail in his youth, yet it hadn't effected him. It was possible the substance didn't affect dragons, or more likely, the amount on him hadn't been enough to do so. 'Mother likely doesn't want to take chances either way,' Luna assumed and thought it was prudent.

Spike himself cursed and ducked the few stray balls that Celestia, Luna, Faust, or Twilight didn't stop. He glanced back to see the Smooze approaching and shivered violently. He recalled this beast well. He'd been there when it was first unleashed on the ponies of Dream Valley. He'd only been a baby dragon at the time, but he'd seen enough of this protoplasmic horror to last him a life time. He stopped his reverie to leap over a tendril of protoplasmic goo that tried to wrap around his legs. He certainly didn't remember it ever doing anything like that!

"Shit! Faust I thought we took care of this stuff back in the old days!" Spike roared at his oldest friend as he actually jumped forward to avoid more of the slithering mass of goo. It was sending out more of those eerie tendrils, trying to catch his legs and trip him. 'I seriously don't remember this stuff being this smart,' he noted with no small amount of panic. While the Smooze had never been exactly mindless, it'd mostly seemed an instinctual beast before. He assumed that ten thousand years had something to do with that. Though what pit the stuff managed to slither out of, that he didn't know.

"Yes I know, but remnants were found on the outskirts of Mount Gloom. Majesty and I collected them and stored them in a bottle which we locked in the bottom of the tower. Over a bottomless pit I might add," the ancient mare replied.

"Then how the buck did it get loose?" Spike demanded in a snarl. Faust threw her forearms up into the air and glared at the massive magenta drake.

"I don't know!" she admitted loudly.

"What the buck is that stuff!?" Rainbow Dash demanded with wide eyes. The purple flood continued on its path, never stopping or stilling as it chased the massive magenta drake.

"The Smooze is a witches brew, also known as 'the great devourer', it's an ancient spell which unleashes destruction on a massive scale," Faust replied with a scowl. "Back when I was young, three witches who lived on Mount Gloom created this stuff and set it out to destroy all of Dream Valley. We tried everything to stop it, we tried everything to stop it. Even Majesty tried to stop it only for it to continue forward like she didn't even tickle it! We only managed to stop it before because it had a weakness," the ancient alicorn replied.

"Did you try to use the Elements of Harmony?" Twilight asked quickly.

"Well no, but..." Faust started, only to widen her eyes when she saw Twilight's crown start to glow. "Wait! No!" Faust cried out. However she was too late, as the six ponies unleashed a blast of rainbow energy. "Bucking pony feathers!" Faust cried loudly. The six fell down and shook their heads, then watched as the rainbow energy began to cut and slice through the Smooze. The purple mass slowed down, but continued chasing them. Spike grunted and glanced back only to groan.

"Are they complete idiots?" the massive magenta drake snarled, "that didn't work last time!" The dragon's decliration caused no small amount of worry in Celestia and Luna. They trusted the power of the Elements of Harmony to defeat most of, if not all, the most dangerous creatures they faced. Certainly a creature from their mothers early years wasn't more powerful than the like of Discord or the Chrysalis, or the Nightmare.

"Mother surely the elements are different to the Rainbow of Light," Luna pleaded. Faust snorted and then crossed her forelimbs as she watched the rainbow continue to cut and slice through the Smooze. What it didn't cut was strangled and ripped off of the rest of it's mass. However the purple grey monster easily recognized the tactics of the rainbow, it was the same that had been used by The Rainbow of Light. 'It'll be easier for it this time, this version has Floom added to the mix,' the ancient alicorn noted darkly.

"Only in that they are a combination of other powerful relics," the ancient alicorn grumbled irritably.

"Then shouldn't they be strong enough to stop the Smooze?" Celestia questioned worriedly.

"The Smooze that the Rainbow of Light fought and lost to was incomplete, it was only later that Floom was added to it. This version is the complete version of the Smooze," Faust replied flatly, much to the princesses horror. If an incomplete and weakened version of The Smooze could beat the Rainbow of Light, then a complete version...

"Oh my," Celestia whispered. The element bearers however shook their heads and slowly sat up. Twilight instantly noticed she felt weaker than normal. Almost like all the magic had been drained from her body. She idly looked to see her friends had fared no better, each of them moving sluggishly. Rainbow was the last to sit up, a hoof pressed to her head as she nursed a headache.

"Oh my head, why did that hurt so bad?" Rainbow questioned.

"The Elements of Harmony require the magic of a pony to function properly. Normally the Elements of Harmony only use a minor bit of magic to awaken. It then only needs a faint bit more to cast whatever spell or effect it needs to stop what they are pointed at. When distributed between multiple ponies this amount becomes a fraction of the normal amount so you don't notice it. The Smooze can't be beaten by the same means as the other beings you've faced, thus the elements needed a lot more magic," Faust responded blandly as she watched the battle with a frown.

"Whoa, look'it that rainbow, its tearing that purple gunk ter pieces!" Applejack happily crowed. Twilight watched the battle as well with a more calculative expression. While it did seem as if the Rainbow was winning, it wasn't doing much damage to the Smooze. In fact, it didn't look like cutting or strangling pieces free was doing any damage.

"No... it's not," Twilight whispered as a horrifying realization came to her.

The rainbow continued to twist and turn, circling the Smooze and ripping it apart piece by piece. Strangely it never once stopped singing its funky gunky song. Instead the million mouths that formed along its gargantuan mass merely started to grin eerily. The rainbow shot down and the Smooze opened a mouth and gobbled it up. The rainbow instantly blasted it's way free of the Smooze and shot into the air. But the halls of the tower were too narrow and small to be of any aid to it. A massive gooey hand shot into the air and grasped the rainbow then yanked it down where a new mouth swallowed it whole.

"W-what, b-but that stopped Discord, N-nightmare Moon..." Rainbow whispered with wide frightened eyes.

"Oh-oh dear," Fluttershy whimpered and backed up till she was hiding beneath a wide eyed Luna.

"Sweet moon above, we... we have no words..." Luna muttered.

"Da-darlings, sh-shouldn't that horrid stuff be g-gone now?" Rarity questioned desperately. Applejack just tried to comprehend what she was seeing. She'd seen the Elements of Harmony deal with twisted gods and monsters, how could it fail against whatever that purple muck was?

"Th-this can't be ha-happening," Twilight murmured with wide eyes. "The Elements of Harmony are the most powerful magic in all of Equestria! Why is that stuff still moving? How could it eat their power?" she demanded frantically. She noticed a shadow over her and turned to see Faust, a deep frown on her face.

"Five words," Faust stated sternly. The other element bearers slowly turned to the ancient alicorn who narrowed her eyes. "Nothing can stop, The Smooze," the mare stated.

"DON'T EVEN TRY!" The Smooze itself suddenly declared. The ponies turned back to the unending mass of purple muck with wide eyes.

"I remember it singing, but I didn't know it could talk!" Faust admitted with wide eyes. However that was a minor concern at best as the stuff started to gain on them.

"Miss Faust is their anything we can do to stop that horrid icky mess?" Rarity pleaded desperately. Faust frowned and shot the mare a look only to be interrupted by an irritated Realm.

"What part of 'nothing can stop the smooze' didn't you understand?" the portrait pony demanded. Rairty blinked and then widened her eyes with a look to Faust. The ancient alicorn merely shrugged her shoulders in reply.

"Y-you mean you w-weren't just embellishing?" she questioned quietly. Faust silently shook her head, which caused Rarity to turn back to the oncoming mass of muck and grime with wide eyes. "Then what do we do now?" she wondered aloud. However before any pony could answer the Smooze started to hurl more gobs of ooze at them.

"Girls give me a hand with those, Twilight will be too tired to do anything with 'em," Faust ordered the two other alicorns. Each quickly set back to work blocking the orbs of purple ooze with their magic. As they did Spike was back to hopping and jumping over lashing tendrils from the infinite muck. 'We can't keep this up forever,' Spike noted to himself. He then turned to the side and jumped forward to evade a torrent of purple goo. 'It'd take a miracle to save us now,' the massive magenta drake thought with narrowed eyes.

As if in answer to his prayers, he noticed something ahead of them. It was a shining shimmering mass of twisting and turning machinery. As they approached it, Spike noticed a strange almost warbling grinding noise coming from it. He frowned as he approached and glanced back to the Smooze. "Uh Faust there's something up ahead," the greater drake noted aloud. However Faust chose to ignore him and instead focused on deflecting the orbs of purple goo.

"Just avoid it," Faust shouted back. Spike frowned and turned back to the strange sphere of shimmering shining metal. 'Avoid the thing, right...' he thought sarcastically. The strange sphere was growing in size, it was already far too large for him to be able to avoid it. 'Then again, I don't think it could possibly be as bad as being covered by the Smooze,' he admitted to himself and lunged for it. His increase in speed knocked the alicorns down, the other ponies yelped and held on desperately to anything that they were able.

"Spike what do you think your..." Faust began only to trail off as she saw the shimmering light. "Isn't that," she murmured then grinned widely. "Finally someone with a plan!" she exclaimed while Celestia turned and smiled widely.

"So he's pulling my tail out of the fire again, I think I owe him a dinner by now," the pale pink alicorn mused aloud. Luna blinked and turned to her sister and mother with a raised brow.

"Wait, what is going on?" Luna demanded only for Faust to grab her and Celestia.

"Never mind, we'll explain later, for now, hold on every pony it's going to be a bumpy ride!" the ancient alicorn crowed with a laugh just as Spike reached the sphere. In that instant the many twisting turning churning gears and mechanisms that made up the sphere quickly spread along the drakes body. Once they completely covered him they just as quickly retracted back into a sphere. The Smooze narrowed its many eyes and surged forward, it attempted to engulf the sphere, only for it to vanish in a flash of light.

The Smooze shifted and turned in place for a moment. The confusion it was feeling was readily apparent to any who cared to look at it. However a moment later all the halls within the tower shrank, causing the purple mass to be crushed and packed into the halls tightly. An irritated expression appeared on several of its faces before it suddenly surged forward with a warbling grunt, its song began anew as it surged through the towers halls in search of its elusive prey.

The light was vast but soon gave way to a spinning vortex. Shifting and shimmering pieces of machinery completely surrounded them on all sides. Spike yelped as he found gravity leave him entirely. He idly noted Pinkie squeal in joy and start to 'swim' in the weightlessness. 'Totally something Surprise would do,' the massive magenta drake noted with a smile. However that didn't matter, more concerning was the strange vortex they had found themselves in. Glancing up, Spike saw what looked like an eerie eye. But the eye was... wrong.

It was large and glared down with an yellow-orange five point star shaped iris with rounded ends, black sclera, and a strange squid shaped pupil with a spot of red in the center. A sound like drums and flutes seemed to echo in his mind for a moment before he grunted. He quickly tore his eyes away from the eerie eye and let a shudder rock his body. Whatever that thing was he didn't think it was a good idea to stare at it for too long. The ponies didn't seem to see or notice the eye, instead they were watching their pink friend as she spun around in midair.

Spike quickly decided it was best that they not see the eerie eye. His wings expanded and he wrapped his body around the little ponies as they continued to fly through the vortex. He looked down to see Faust and the others were okay, then glanced back up to see that the eerie eye was suddenly gone. A shiver crawled the length of his spine, but he paid it no more head even as the familiar warbling grinding noise sounded once more. He didn't know what was happening but he hoped that this strange trip would be ending soon.

As if in answer to his question the warbling sped up. Spike prepared himself however as it did the ponies in his grasp seemed to flash out of existence. "What?" he questioned incredulously. However his shock was short lived as he found himself outside of the tower. He quickly opened his wings and gave a mighty beat to keep himself from slamming into the ground. As it was he landed roughly in the dirt just outside of the 'Black Forest' that surrounded Faust's tower. He knew what was in that forest but he honestly didn't care. Let that annoying little runt try to hurt him!

'What the buck just happened?' the massive magenta drake wondered with a frown. The light had sent them threw a strange vortex, then separated him from them. 'But why? Was it a trap or something?' he had no answers for the questions and that is what really irritated him. He needed to get back to the tower, find some way back inside, and make sure the Smooze didn't destroy Faust and her little ponies. 'Let's just hope I can do all that before they end up being gunked by the Smooze,' the magenta drake thought as he gave a snort and flapped his wings once more. He had to hurry, time was running out for all of them.

Luckily, the girls were in the capable hooves of some pony with a lot of time on his hooves...

Twilight slowly returned to consciousness. She also made a mental note to figure out a way to prevent falling unconscious again for the foreseeable future. She idly noticed the cool floor first and then groaned as she opened her eyes. 'What happened,' she wondered as she took a glance at her surroundings. She saw they were in one of the many different rooms within the tower. Her friends were laying around her and slowly coming to as well. 'Right, there was that sphere of light, a strange vortex, and then... nothing?' the little lavender mare questioned with a frown.

"Ah it's good to see you as well Celestia," a stallion stated. "But don't you think you're being just a bit too friendly. I think your little ponies might find you hugging a strange stallion a bit off," the same voice noted playfully. Twilight blinked and looked all around for the owner of the voice. Upon finding it's source, she widened her eyes. She found the stallion being hugged by Princess Celestia with Faust snickering nearby, that alone was strange.

However far stranger in her opinion was that the stallion in question was also an alicorn. Admittedly he was a very striking and tall stallion, about Luna's height to be exact, his coat was copper in color, his wings were large and folded at his sides with bits of metal interwoven within them, his eyes were a striking blue, strangely inorganic in some way, and seemed to give off a feint glow, a long fluted horn with a green gem at the tip was situated at his forehead, finally his mane and tail were black with golden streaks.

She also noticed that his hooves were covered in brass coverings of some kind, he also wore a white button down shirt with the sleeves rolled up and a black tie, he also had a black waist-coat over that, a pair of black welder's goggles situated a bit bellow his horn, a silver pocket watch with a chain hung from one of his pockets. Finally was his cutie-mark, which was an hourglass with what looked like a series of turning cogs gears and other such clockwork mechanisms within it.

Twilight silently stared at the stallion for a moment before he glanced in her direction. A wide grin crossed his face and he tapped Celestia on the wing. She blinked and glanced over to the awakening ponies and quickly released the stallion. She cleared her throat and composed herself, but a slight pink dusted her cheeks. Faust smirked and shook her head at her actions, while Luna merely gaped towards the copper coated stallion.

"Th-thou art an alicorn, and a stallion," the lunar mare stated. The stallion in question smirked and glanced to the younger sister with a playful grin.

"That I am, sorry, didn't know 'alicorn-ness' was reserved for mares," the stallion teased. Luna sputtered and Faust let out laughter at her expense. Huffing Luna stomped a hoof and turned from the strange stallion as he turned back to the other ponies. "Now then 'ello there, pleasure to meet you all," the stallion stated as he approached the confused ponies. Well most were confused, Twilight recognized that look on Rarity's face and resisted the urge to face-hoof. 'Ugh, not again,' she thought with a shake of her head.

"Uh, pardon me sir, but who are you?" the fashionista questioned with a bat of her eyelashes. The stallion raised a brow for a moment and then straightened out his clothes a bit.

"In ancient times I was known as Temporal Machina, the time keeper of Canterlot," he began, "but since then I have had a great many names and tittles such as Lord of Trottingham, 'Time Lord' by Prince Blueblood, Alicorn of Time and Invention," the alicorn listed then gave a grand bow to the mares. "But for the sake of simplicity you all may call me, Clockwork Gears. Or just Clockwork if that's too much of a mouthful," he began then raised a hoof with a wide grin, "and as Faust said earlier, I have a plan!"

Recipe for the Smooze: {Muck, Mire, Mold, Filth, Slime, Mildew, Fungus, Rust, and Floom} This is cannon, this is what the witches used to brew the Smooze in the MLP movie. It is literally made up of the most disgusting things they could find and would be the kind of stuff a neat freak like Rarity would abhor.

TBC...

Author's Note

Hello once more! Sorry for the late update, I've been reading the MLP comics on my tablet. Fun-Fact: The comics include a menagerie of different cameos from other series shows and such. I've even seen Drake Mallard and Gosilyn from Dark-Wing Duck ponified in them. I saw the sailor scouts, Harry Potter, and dozens of other cameo's I'm probably forgetting all ponified so my Optimus Prime and other Transformer Cameos, not to mention Slender, are all perfectly allowed. Funnily enough I also saw Time-Turner in the comics looking at a Sonic Screwdriver, no fooling either, but those are the comics. Anyways! Point is that is partially why I took so long to update, but you can also blame a few video-games and work for it as well. In any case I hope to get the next chapter out a lot sooner, if I don't then I'm working on 'A Titan in Equestria' again and so it might take longer. Either way, I'm glad you've all stuck it out this long, and hope you continue to do so. Till next time, ciao!

THE SMOOZE Pt2

THE SMOOZE

Part 2: A plan unfolds...

Simulacrum.

A device built to imitate a living being. They were a subject long banned by the magical community. Banned not only for ethical reasons, but also for reasons far more sinister. The earliest recorded Simulacrums were simple. They were puppets. Created by toy makers for foals to play with or watch. But as things often do, Simulacrums became more and more advanced as time continued to march onward. In Faust's time, one such Simulacrum was even nearly sapient, though not quite due to its simplicity. Later she found atrocious Simulacrums, sapient yet also twisted by the magic used in their creations.

In the end they could not be reasoned with, so she was forced to capture and then dismantle them all.

Over time, Simulacrums came to be seen as monsters. One such Simulacrum was from a story, it was called Frankensteed's monster. Another Simulacrum story, far more innocent in nature, was that of Ponnochio. These two stories, so vastly different from one another, sadly share a common root. The origin of this root is the stories told to foals when they were little. One particular tale to be exact. The tale of a Simulacrum most vile. The Tale of Bloody Mary.

She started out simple enough of course. She was built by her father to impress the king of the land. His earlier works, although grand marvels of their own, had never impressed him. The kindly old toymaker was certain that he was merely looking for something special from him. He knew not that the king merely despised his abilities. Despised that he was such a gifted pony in his craft. For how could a simple Earth Pony be so gifted, beyond any Unicorn in his land. He never knew that the King would never acknowledge him.

So he worked, unknowing of the fate that would befall him.

She was forged with love and care and devotion to his craft. The kindly old toymaker named his special creation 'Marionette'. A Spectra-Gem was used as a power-source so she could move around. She awoke to meet her father, and loved him on sight. She was pure and innocent, having nary a bad thought in her head. Her father taught her the basics of life after she was born. The most basic of which was 'fire bad' when she nearly burned her hoof. For she could not feel the heat of the flame, and so did not know otherwise.

When the time came that the jealous King ruined the poor old toymaker, Marionette tried to help her father. She tried to cheer him up, she tried to make him feel better. But his life was ruined. The people believed the King's word, that he was a fraud, and so his business fell to ruin. Marionette watched as her father faded and died. In the end, this caused something inside of Mary to break, to shatter and all that was left within her was an unending hatred for the wrong done to her loved one.

She took her revenge on the king in time. She stalked and watched him, like a predator hunting its prey. The sound of a music box haunted him, followed him, chased him in the night. Finally, Marionette took her revenge, she removed the kings horn, disfigured him, ripped out his vocal cords, and then left him out on the streets. As the life of her father was ruined, so too was the king's life taken from him. The king would die on those streets a month later, poor, forgotten, and utterly broken.

Yet this petty bit of revenge did not quench Marionette's thirst. Her hatred was too strong to be satisfied by the suffering of one lone pony. Her hate began to grow and change and desire more. A hate so pure and innocent that it was all the more cruel and unforgiving. Her hate was for those who hurt her father. For those who abandoned him when he needed their support. But most importantly, her hate was for everyone that had allowed him to die.

It was then that the age of 'Bloody Mary' truly began...

Long ago, there were tales of this particular Simulacrum that spread across the land. Ponies whispered in fear, Unicorn, Earth-Pony, and Pegasi alike. This fearful creature traveled the land like a plague. It's very name struck fear into the hearts of those who heard it. The idea of this thing walking around, that looked like a pony, yet wasn't, terrified them all. The sounds it made like a music box's lullaby became something to fear. The glow of its eyes in the dark something to watch for.

Yet the tales ended one lonely winter night. They say a mare was the one who stopped her. She was an alicorn, at least if the stories be true. Her coat white as the fallen snow, her main like autumn leaves, her eyes like the boundless sky. Beautiful yet somehow ethereal was how one storyteller described her. All others agree however, that the mare lured Mary into a ring of fire. The Simulacrum, still obeying her father, froze in place to stay away from it.

Then they vanished in a flash of light, and never again did Mary trouble Pony-kind.

As time marched on the stories would change. Time did what it always had, changing stories of a monster into simple faerie tales. Turning cautionary tales of a deranged beast into a boogeymare for foals. Turning the once fearsome name of Bloody Mary into naught but a memory. It is for this reason that so few know of Bloody Mary. It is for this reason, that she is left broken and forgotten by all. Time makes fools of us all, including Marionette.

The Smooze knew naught of such tales. Nor did it particularly care for them. All it knew was that it's mission was yet to be fulfilled. Its mission was simply the eradication of all the little Ponies. It would fulfill its chosen task despite any setbacks. It did not care that the ones who had summoned it were long dead. It did not care that the ponies it was to destroy were also long dead. More ponies existed, those ponies would be eradicated. It would do so with the same joy and glee with which it fulfilled anything else.

The Smooze surged and churned into the Simulacrum chamber like a flood. It knocked over a great many devices and things it didn't really know. It also didn't care, not even when it slammed into a particular strongbox which flew open. Within were a number of Spectra-Gems which gave off a feint glow. Most were covered in dust, save only for one. The Smooze didn't care for the gems, not even as one seemed to move of its own volition.

It rode the waves of the purple-grey goo until it found itself seated within a particularly familiar socket. The Smooze's main body surged out of the Simulacrum chamber. Still singing its usual song and leaving the chamber behind it. The Ponies were not there, so it saw no reason to stay there any longer. Instead it went out in search of the little ponies. It left the Simulacrum chamber, left it to the oppressive silence that dominated it entirely.

Soon after, a soft ticking began to sound in the silent room.

The ticking and churning of gears and clockwork brick'a'brack began to sound. They could be seen turning within her chest and the heart cut out on her flank. They broke the quiet and soon chimes like a music box began to play as well. The eerie tune echoed out like a symphony in the cold and empty chamber. Soon after there was a flutter and a single eye was suddenly revealed. Bright amber gold and similar to a 'Twinkle Eye Pony' in appearance the eye gazed out languidly. The other socket was empty, save only for the small feint glow of red that made it all the more eerie.

The Simulacrum looked down and noticed the hole in it's chest. The Spectra-Gem seated into it's proper socket also had a crack running through its center. She paid it no real mind before looking from side to side. She saw her limbs trapped in strange cuffs and blinked. She then pulled on her left forelimb. It didn't budge even an inch and a frown crossed her lips. She pulled on her hind limbs yet met with much the same result.

Soon the mare started to pull on her left forelimb once more. She shoved and pulled and twisted the limb until she heard a groan of metal. With that she started to pull harder on the limb, twisted more strongly, and finally her arm fell slack as she ripped it free. Her hoof was ripped free, yet she did not pay it any heed as she looked to her still cuffed hooves. The purple-grey goo below her hardened into something like stone, yet like her damaged body, still paid it no mind.

She pulled and she twisted on her hind-legs as well. Twisting and yanking on them all frantically. Her metal skeleton groaned in protest yet still she pulled and twisted on her limbs in odd angles. Soon, much like her left forelimb, she pulled her legs free. Now she hung silently by her right foreleg. She looked up for only a moment before she began to build up her momentum. She then started to twist and turn herself in her place in midair.

The metal within her groaned in protest once more but she continued to ignore it. She used her momentum and flipped forward. Her full weight was put onto the limb and with a groan the metal inside it snapped. However she was now left hanging by her false flesh. Her flesh which began to rip and tear as her weight pulled down on it. It revealed a number of thick cord like cables inside of her, those same cables soon gave way and snapped. The Simulacrum fell to the ground with a thunk a moment later.

The Simulacrum blinked, then turned onto her belly. She looked to her damaged limbs to assess her situation. Her situation was a distinct lack of hooves. However she also noted all of the spare parts that had been left laying around. She looked away from her severed limbs and started to crawl toward one of the piles. There was a distinct scraping noise caused by her exposed metal plating, but she really didn't care. She had more important things to worry about.

A certain mare to be exact, one that had kept her locked away for so very very long...

She came to the parts soon enough and started to sift through them. She tossed away anything that was undesirable. The few useful bits were put into a pile nearby. She briefly halted as she found a wicked looking piece of metal. A cruel smile worked its way across her lips as she looked at the blade. A number of ideas for how she could use it had already started to pop into her head. Yet that could wait for the moment. After all, she still had more work to do.

Yes... Bloody 'Marionette' Mary certainly had very much work to do.

Plans to make.

Tests to run.

A monster that tried to kill her to punish.

Oh it was going to be so much fun...

Princess Celestial Majesty looked around the room with a frown. Though she trusted Clockwork implicitly, she couldn't help but wonder where he'd brought them. Not only that but she was well aware of the dangers that lurked in the depths of the Tower. Things that should never see the light of day. Things that could make grown mares and stallions tremble and quake with fear. She was not an easy pony to frighten, but even she was reasonably wary of the things in the Tower. Thus she found that since she had no memory of ever being in this room before was more than enough cause for worry.

"Where are we exactly?" she wondered aloud. She noticed that it was a relatively large room, compared to her and Luna's old bedroom anyways. Not only that but she saw large circular gems stationed in all eight walls... oh right, there was also the fact the room had eight walls rather than the usual four. Not only that but there was a pyramid of sorts in the center of the room that had a large gem on top, a similar pyramid mirrored on the ceiling. Celestia didn't pretend to know magical constructs but she could almost say with absolute certainty that they were in a visualization chamber of some kind.

'The gems act as focusing agents all through the room to create an image,' she assumed. However even if she wasn't correct she could just ask Faust what this was.

"I'm telling you Clockwork, Riptide is hardly the right mare for the job!" If she wasn't arguing with their savior about his plan that is.

"Who is Riptide?" Luna questioned curiously.

"Basically queen of the seas and the Sea-Pony equivalent to an Alicorn," Faust replied.

"Sea-Ponies are still around?" Luna asked with obvious curiosity.

"There's another Alicorn out there?" Celestia demanded with a slight pout. More for the fact she had another potential friend out there that she'd never met...

"Yes to both questions, and before you ask she's normally called Queen Aquaria, she's kind of like my niece, and the sea-ponies are the reason sailor ponies sometimes disappear," Faust replied dismissively as she considered Clockworks idea to call on her for aide. Luna however locked onto the sentence and one part in particular.

"We have a cousin?" she questioned eagerly. Celestia frowned and shot her sister a look.

"Luna, need I remind you that Faust basically adopted us," the older mare reminded. Luna merely snorted and crossed her forelimbs.

"We still see her as mother, so she would still be our cousin," the younger alicorn replied with a nod. Celestia sighed and brought a hoof to her face. Luna then ignored her sister and turned to the elder alicorn eagerly. "Mother, is our cousin nice?" she questioned with a bright smile. A cousin was something she'd never had the pleasure of having. Nieces and Nephews, yes, even a sister and brother, a cousin would be a nice addition.

"She's basically a stunt mare," Faust replied with a shrug.

"So she is like Rainbow Dash?" Luna questioned. She also ignored the indignant look from Rainbow, whose friends snickered despite themselves.

"Something like that," Faust replied with a smirk. Rainbow scoffed and muttered to herself angrily. Faust rolled her eyes and then tapped her chin when she recalled something. "Oh right, she also wanted you to stop bringing the moon so close, apparently it's wreaking havoc with the tides," the ancient alicorn told the lunar mare.

"Our moon really does control the tides?" the lunar alicorn questioned.

"I told you Luna," Celestia singsonged.

"Quiet Tia! How were we to know that our moon controls the tides!" the lunar pony growled. Celestia merely giggled in response.

"Yes yes that's all very interesting," Clockwork grumbled and then pointed at Faust. "But not as interesting as the fact that she's a water Alicorn with powers designed for healing and purification, she should be able to at least dilute the Smooze enough to move it," Clockwork countered. Faust snorted and glared at the automaton Alicorn.

"We tried that when it first formed, water actually causes it to spread faster," Faust growled at the younger alicorn. Clockwork actually seemed surprised by that and rubbed at his chin.

"Alright I didn't know that, scrap my earlier plan then it's useless," he stated. Faust and Celestia stared at the alicorn, then groaned and brought their hooves to their faces. 'He didn't even think his plan through before hand...' Celestia though with a sigh. Clockwork was her friend, and he could be brilliant, unfortunately he sometimes forgot he didn't know everything. Then again, the few things he didn't know were few and far between. Typically he'd just pop into the past or future if there was something he needed to know.

"Why didn't you ask Faust about something like that?" Twilight questioned. Clockwork had the decency to appear sheepish.

"Slipped my mind actually," the time-pony admitted with a shrug. Twilight blinked and then stared at the odd pony with a flat expression. It was abundantly clear that she wasn't sure what to make of Clockwork. However she did know a pony who had dealt with the Smooze before hand. Technically they all did, but Twilight was the first to turn to Faust.

"So how did you defeat the Smooze in your time?" she questioned.

"The Flutterponies used their 'Utter Flutter' which when combined with their Flutter Dust removed the Smooze from what it covered. Once they released the Rainbow of Light it combined with their flutter dust and together they lifted the Smooze back into Mount Gloom," Faust replied. Twilight frowned as she considered that bit of information.

"What is the 'Utter Flutter'?" the lavender mare questioned curiously.

"Basically the Flutter Ponies banded together, flapped their wings really hard and created a vacuum to move the Smooze around. When combined with the purifying properties of the Flutter Dust it was the only thing capable of physically moving the Smooze," Faust replied with a shrug. Truth be told the ancient alicorn wasn't entirely sure how the Utter Flutter worked. She'd never gotten a chance to study Flutter Ponies thanks to their untimely eradication.

"I see," Twilight murmured with a hoof to her chin. 'Nothing can stop the Smooze, a vacuum is the absence of air, so literally nothing... wow, that's actually quite clever,' the lavender mare admitted to herself.

"Faust, pardon but what room is this?" Celestia questioned. Faust took a quick glance around and then sighed.

"The Map Room," she replied. Luna looked around then turned back to her mother and tilted her head.

"We see no maps," the lunar mare admitted. Faust allowed a slight smile to cross her lips and then concentrated her magic. She then sent a beam of it into the gem on the ceiling. Instantly more beams of light shot from the gem and into the others around the room. Once all of the gems were lit up into a large semi-transparent construct of energy formed into the shape of the tower and the surrounding landscape, including a small town, appeared. "Dear moon above, tis this truly a map?" Luna questioned with her wings flared. She was also quite intrigued as the construct showed more halls and rooms, than they had ever been in.

"It's the only accurate map of the tower I know of," Faust replied. She then opened her wings and flew up to the construct and somehow pulled it. When she did it grew larger allowing them to see the interior more easily. Celestia was the first to notice several entrances she'd never seen before. Two entrances were in the subterranean parts of the tower, one leading to what appeared to be a sewer system, the other to what could only be a castle. A very small castle, but still a castle all the same.

"Holy sweet mother of Celestia, this place is bucking huge!" Applejack exclaimed. Faust frowned as a Pinkie and Fluttershy looked from her to the orange apple mare. Applejack blinked and then rubbed at her head with a nervous grin. "Uh, pardon," the orange apple mare murmured nervously. She was well aware of the fact Faust wasn't fond of being called Celestia's mother, for whatever reason she didn't know.

"Don't worry, I know it's a reflex and it's not like you think of me when you say it," Faust replied gently. Applejack chuckled nervously and looked aware from the other mare. "Right?" Faust questioned with a look. However the orange apple mare refused to look her in the eyes.

"Um... since I found out 'bout you kind'a bein' her mother, I kind'a do," Applejack sheepishly admitted. The ancient alicorn groaned and brought her hoof to her face at the admission. That was part of the reason she didn't want Celestia and Luna calling her mother. The other part was that technically she wasn't their mother, more like their caretaker at best...

"Be that as it may I have to agree with Applejack, this tower of yours is simply enormous!" Rarity declared as she tried to navigate the twisting halls of the tower. Some of those halls and corridors didn't even make sense! Stranger than that, several rooms didn't even seem to fit inside of the tower properly! "Dear me, how ever do you manage to navigate this place miss Faust?" the marshmallow unicorn questioned curiously.

"I just got used to it after a while," Faust admitted with a shrug.

"Prithee mother, do not the tower's halls and corridors change?" Luna questioned with a frown. Faust blinked and then nodded her head. "Ah, then how is it that thou managed to 'get used to it' if it art changing at all times?" she questioned curiously. The ancient alicorn blinked and then tapped her chin in thought. She then shrugged her wings.

"No idea," she admitted. Luna seemed a little perturbed by that but decided to let it go all the same. Her mother was unreasonably old after all. She was allowed to forget such negligible things. Rainbow on the other hoof had flown up to the map and was all but gaping at what she had found.

"Is that a bucking castle down there?" Rainbow demanded incredulously as she turned to Faust, "did you actually fit a bucking Castle in this place?"

"Yeah, I think that's the remains of Dream Castle actually," Faust replied. That caused Celestia to perk up and look to her mother figure curiously.

"Dream Castle is below the tower?" Celestia questioned. She had always known that, but she hadn't realized just how far below the tower the castle was. From what she could tell from this map it was several miles below. Realm hummed behind her and rubbed at her chin. The blond painted pony then turned to Faust with a curious expression.

"Didn't the castle get sunk by that one witch," she questioned.

"No, I think that was rat tail woods," the elder alicorn replied.

"Right right, so it was the ram that did the castle," Realm offered. Faust shook her head.

"No, the ram attacked Paradise Estate and destroyed it," she replied.

"Ah yeah, wasn't his name Groaner or something?" Realm questioned. The ponies around the two listened curiously, save for a brooding Clockwork, and turned to Faust.

"No, you're thinking of 'Grogar' and he didn't attack the castle or Paradise Estate, he tried to trap us in the Shadow Realm," Faust responded. The others wondered about this 'Shadow Realm' for a moment while Clockwork grinned and his eyes suddenly lit up.

"Oh right, so then it was that crazy old squid that did the Castle in?" Realm tried. However much to the portrait ponies frustration Faust shook her head once more. Clearly her memories of the past were a lot more spotty than she would like to admit.

"No, Squirk tried to enslave us and turned those who didn't obey to stone with his amulet," Faust replied patiently. She also looked as if she were trying to remember something herself.

"Aha! That's it!" Clockwork suddenly declared. Faust shook her head of her stray thoughts and flew over to Realm.

"Pardon me a moment," the ancient alicorn bade to Realm. The portrait pony silently nodded her head. With that Faust turned to the practically giddy Alicorn of Time. "So did you finally come up with a better plan?" the ancient alicorn quipped with her head slightly tilted. Clockwork grinned in response and then zipped up to the map and started flying all around it.

"Yes actually! Now tell me what we know about the Smooze?" the time stallion questioned. Faust frowned and shot him a withering stare.

"Nothing can stop it," she replied bluntly. If he noticed her hostility, Clockwork paid it no mind.

"Yep, now what else?" he questioned with a grin. Twilight was the one to answer him this time.

"Technically speaking 'Nothing can stop the Smooze' is disturbingly apt. It refers to the fact that only 'nothing' as in the absence of substance or even air, can stop the Smooze. Hence why a vacuum created by the Flutter Ponies can move it," the lavender mare replied as if she were taking a test. Clockwork grinned in response and then zipped over to Celestia.

"Yes, what else?" he asked with a gleam in his eyes. Celestia arched a brow for only a moment and then hummed.

"It can stretch and grow infinitely," she offered with a shrug. She wasn't really sure where the stallion was going with this.

"Uhuh, what else?" he questioned. He looked around but the other ponies didn't seem to know what he was looking for. "Oh c'mon it's obvious! The Smooze doesn't die!" he replied. That got looks from the other ponies until he trotted over to Faust and pulled her against his side. "Despite the fact the Rainbow of Light managed to dump it in lava, bits and pieces still survived, those bits and pieces managed to return to full size, suggesting it has some kind of regenerative qualities!" he explained. Faust blinked and then rubbed at her chin with a frown.

"That does explain a few things," she admitted warily.

"Indeed it does! But, here is where things get interesting," the stallion replied as he slid over next to Twilight. "Twilight, why did it take so long for the Smooze to return to full size?" he questioned. The little lavender pony frowned and then tilted her head as she thought about it. Honestly though, it sounded like the Smooze should've returned to full size the instant enough of its mass was brought back together to move... wait...

"Flutter Dust," the lavender mare whispered. Clockwork silently nodded his eyes and motioned for the little mare to continue. Her eyes grew wide as she put it all together. "Flutter Dust! Unlike Aquaria's water based purifying magic the Flutter Dust is a solid with natural purifying qualities, as such it should be able to undo The Smooze's ability to regenerate!" she declared. Clockwork knocked a hoof against the ground and then hopped away from the mare.

"Exactly! The Smooze is comprised of an array of foul things, it's an 'impure' creature and therefore can be purified. This merely renders it inert as it can't destroy. However, water causes it to spread despite it's inherent purifying properties so that can't stop it. As such it took something like Flutter Dust to completely nullify the Smooze even if it was for a relatively short amount of time," the time stallion explained. Faust idly nodded her head, but looked at the stallion with a frown.

"That may be, but how does that help us now?" Celestia questioned. "Last I checked we have no Flutter Ponies around," the pale pink princess pointedly reminded. Clockwork blinked and then grimaced. He actually hadn't taken that into account to be honest. Faust cleared her throat to gain the attention of the other ponies. There was a half smile on her face as she trotted over to Fluttershy.

"Oh don't worry, I think I have a way to fix that," the mare stated.

"Wait, hold up, when did the Flutter Ponies stop existing?" Realm questioned. She'd known a few Flutter Ponies in her day. Heck, a lot of them had been friends of hers.

"A unicorn named Mortis the Black decided to come back and unleashed an undead scourge on the valley and so I went out to stop it," Faust began with a scowl. "Lets just say a few ponies made bad choices and ravaged Dream Valley beyond recognition," the mare admitted. She then closed her eyes and thought back to when she returned with an internal wince. "When I got back from getting rid of the Zomponies, I kind of banished them from Dream Valley for what they had done. Since then I've been living here more or less alone with the odd few occasional excursions," the ancient alicorn finished. Realm was silent for a long while and then folded her ears back.

"Don't talk to somepony long enough and you miss the bucking apocalypse," she muttered to herself. She also rubbed her temples as she felt a major headache coming on.

"So back on topic, do you have a storage vault of Flutter Dust or something?" Clockwork questioned.

"No," Faust admitted then hummed. "But that is an excellent idea, I need to remember to put some Flutter Dust into storage if we survive this," the mare admitted with a nod of her head. You never knew when Flutter Dust would come in handy after all. Twilight frowned and considered what she'd learned from the ancient mare thus far.

"Did the Flutter Ponies have descendents with a viable source of Flutter Dust?" the lavender unicorn questioned. Faust actually paused and tapped her chin thoughtfully.

"Well yes, the Changelings and Breezies are their descendants but I highly doubt," whatever else Faust wanted to say was quickly forgotten.

"Changelings are Flutter Ponies?!" Celestia demanded with wide eyes. Faust blinked, then giggled as she realized she'd never explained that.

"Well not anymore, the same spell-storm that was created to eradicate the Flutter Ponies had a few... unforeseen side effects," the ancient alicorn admitted. The looks from the other ponies faces were all she needed to see to know they didn't feel well.

"Um, pardon now darling, I may be wrong but I believe you once said that it was the Pegasi and Unicorns who made that storm?" Rarity questioned. Faust silently nodded her head as her answer. The gathered ponies looked around pensively, as if they couldn't decide how they felt about that. Clockwork merely went silent and pulled his goggles over his eyes with a stern frown. Faust didn't doubt that he'd seen horrors of his own on his trips through time.

"So doesn't that mean we kind of made the Changelings?" Rainbow questioned nervously.

"Well... your ancestors maybe, but not you per say," Faust replied with a shrug.

"Still, you're saying our far gone ancestors had a hoof in undoing an entire race of ponies," Twilight reminded. Her ears were folded back and Faust could tell the little lavender mare had an idea of what happened. "Physical calcification suggests constant bombardment, the wounds never healed right thus turned into holes, they couldn't find food because everything withered and died, so they had to survive on whatever else they could find, meat most likely given the fangs, eventually they were forced to subsist on their mutual love for one another until... until they became permanently linked in a hive-mind, unable to distinguish one another as separate entities anymore," the little lavender unicorn whispered in slowly mounting horror.

"Err... I'd say the Queen's are still vaguely separate but for the most part yes, it happened something like that," Faust admitted. She then ignored the look on Twilight's face as she looked to a nearly weeping Fluttershy. "However, despite that I do have good news," the mare admitted as she took back the saddlebags she'd given to Fluttershy.

"Ugh! Is there anything else I've missed?" Realm suddenly demanded. "First I find out the undead are real, then I learn that Flutter Ponies are now extinct, not to mention that Dream Valley is a total wreck, and now I find out what's left of the Flutter Ponies are mutant freaks that barely resemble their old selves!" the painted pony screamed in frustration. She then sat back on her haunches and tried to catch her breath, a few tears visible in her eyes.

"Well, to be fair you did kind of hide yourself away," Faust reminded. Realm merely shot the ancient alicorn a snarl. Faust thus looked away and then flipped open the Saddlebags Fluttershy was wearing. "But on a much brighter note, thanks to Light Bringer at least we have these," the mare stated with a half smile. The ponies looked into the bag to see the faintly glowing balls, when Clockwork zipped over and looked at them with keen interest.

"Oh they are positively saturated in Chronoton Particles and Arton Energy," he muttered. He then sniffed at the air and seemed to lick it. With a smack of his lips he leaned back and rubbed his chin. "Time Dilation Spell, first activated circa nine-thousand five hundred and sixty three years, it basically dilated time from years to mere nano-seconds as far as these little dears are concerned," he murmured and then frowned. "Wait, who cast this spell, the scent of the magic is really familiar," he mumbled under his breath with narrowed eyes.

"Wait, little dears? What is that supposed to mean?" Pinkie questioned.

"Allow me to introduce you to the future of an entire race," the ancient alicorn began with a flourish. "These little dears my young friends, are genuine Flutter Pony eggs," the mare replied. She then lifted them out of the saddlebags with her magic, holding up several dozen at once with a grin. Each orb pulsed and gave off a slight glow that made the mares eyes sparkle. "Meaning that despite everything that happened, somepony saw fit to preserve these little darlings for the future!" she declared with a smile.

"You seem really happy about that," Realm noted.

"Of course I'm happy Realm. Not only can I undo probably the most tragic wrong of my rule, but it also means that somepony had either the common sense or moral fortitude to know that outright exterminating every Flutter Pony was wrong," the ancient alicorn replied. Realm idly inclined her head. She could see where her old friend was coming from with that.

"So we have Flutter Pony eggs, does that mean we have Flutter Dust now?" Twilight questioned. She also made a note that they needed some way to protect the eggs, especially since they were the last of an entire race. 'I wonder how the Changelings would react? Pure Flutter Ponies might not get along with them anymore,' the lavender mare admitted to herself. Not to mention the rest of pony kind would have to get used to an entirely new race of ponies. Two if one included the Sea-Ponies in the equation.

"Not so much," Faust admitted as she returned the eggs to the saddlebags. "Despite the time spell they have been constantly releasing large amounts of Flutter Dust for the passed several thousand years to protect themselves from The Creatures down below," Faust replied.

"And 'The Creatures' are?" Twilight pried.

"What happened to the rest of the Changelings when they didn't leave," Faust admitted with a grimace. "Feral and hungry for anything that moves or remotely looks edible, you really don't want to run into one. Then again you have a lot of magic, you might survive one of 'em, it's the swarms you have to watch out for," she stated plainly. Twilight honestly felt inclined to agree with the ancient mare.

"Okay so we have Flutter Pony Eggs, but no Flutter Dust, how does this help us?" Rainbow demanded with a frown.

"That should be obvious," Clockwork muttered aloud. The ponies thus turned to him and he let out a breath through his nose. "We attune the Tower's floors, walls, and ceiling to the same spectral signature as Flutter Dust. That way the Smooze can't stick to it," he explained with a shrug. It seemed obvious enough to him at least.

"Oh right!" Twilight declared with bright eyes. "We'd just need to change the magical frequency of the tower to match Flutter Dust, then the Smooze wouldn't be able to stick to everything!" she exclaimed.

"Exactly," Faust replied.

"But that still doesn't solve our problem of what to do with the Smooze," Celestia reminded her compatriots. "Even if it can't stick to the Tower we'll have nothing to do with it!" Luna nodded her head in agreement. Even if the Smooze couldn't stick or stay in place it wasn't like they had somewhere to put it. Unless Faust had some kind of bottomless pit they weren't aware of she doubted they could get rid of it all in one fell swoop.

"Oh no true but it help things quite a bit, while we can't create a vacuum like the Flutter Ponies, maybe we could use magic and physically push it away," the time stallion suggested. "Luna and Celestia move the Sun and Moon, certainly moving the Smooze shouldn't be as much trouble as all that," Clockwork offered with a smirk. Celestia arched a brow then inclined her head. Luna however felt far less confident, more for the fact physically pushing the Smooze seemed impossible.

"Clockwork, hast thou forgotten we have been cut off from the powers of the sun and moon. In our weakened state we are no more powerful than Twilight at best," Luna told Clockwork sternly. He blinked for only a moment and grimaced before taking a step back as she came forward. "Furthermore, we cannot hope to move every bit of the Smooze with it so thoroughly spread throughout mother's tower," the lunar mare reminded. Clockwork blinked and then frowned as that sad fact came back. While they could, possibly, use Flutter Dust and the Royal Sisters to move the Smooze, more of it would just keep overrunning the Tower unless they could get it all...

"Right, that is a bit of a problem," the stallion admitted.

"Unless you turn the tower into a straight away," Pinkie noted casually. The idea caught all the alicorns, and Twilight, off guard. Almost as one they turned to regard the pink mare as she looked at the Tower's map.

"What do you mean, turn the tower into a straight away?" Clockwork asked the mare. He was trying hard not to grin, he honestly missed days like this.

"Well, technically I mean a bottleneck, shift the Tower till all the halls with the Smooze are in a straight line with you all at one end and then you could just push it where ever you need," she replied casually. She then rubbed at her chin and tilted her head to one side. "You could also get a few Pegasi to make a Vacuum, but it might take a lot more effort for them than it would for the Flutter Ponies and only last so long. Bug ponies have wings that don't tire out after all. Or you just have Uncle Mort use his powers, he has the ability to rot anything after all. I bet he could even do it to this Smooze if he puts his mind to it," the mare noted with a shrug.

Clockwork again resisted the urge to grin, instead smiling smugly towards Faust. The mare merely frowned and folded her ears back and crossed her forelegs over her chest. The look she directed to the stallion was all he really needed to know she really didn't like the idea of Mort in her tower. Not that he could blame her, what he knew of their past was less than pleasant after all.

Still, he was probably a good bet in getting rid of the Smooze if his other plan didn't pan out.

"Mort might be able to kill the Smooze," Clockwork reminded the mare. Faust narrowed her eyes and snorted.

"No way. I won't let Mort back in my tower, least of all when the Necro..." Faust actually stopped at that, her eyes wide. She stopped and fluffed her wings at her sides for a moment. "Pony feathers!" she suddenly exclaimed. She then opened her wings and checked around her person. "The Necronomicon is gone!" she exclaimed. The looks on the elements faces did nothing to soothe her worries.

"Oh great, the evil book is on the loose again?" Rainbow groaned.

"Does that mean more zomponies gonna be showin' up?" Applejack questioned warily. She was mare enough to admit those things freaked her out. She also really didn't want to have to deal with the undead ever again if she could help it.

"No, it hasn't the souls needed to raise the dead," Faust replied. She resisted a smile, still quite happy she'd managed to free all those poor lost souls from the book. It also meant she didn't have to deal with that stupid book resurrecting anypony from the past.

"When did you drop it?" Twilight questioned.

"It might've been when the Smooze appeared, or even when Clockwork picked us up," Faust replied with a sigh.

"Is there anywhere it could've gone?" Celestia questioned. She worried about what that thing might do should it fall to anypony in Equestria... the sheer horror that thing could wreak was not something she wanted her ponies to experience.

"No, it lost all the souls it'd held so it's dormant for the moment," Faust replied with a sigh. She just hoped that the Smooze didn't pick that book up or she'd never find it. 'Then again maybe I should just shut that stupid book into the Shadow Realm,' she considered with a hum. It would certainly be more secure than locking it in another lead lined box after all...

"Anyways, my other idea involves moving the Smooze out of the tower," Clockwork interrupted. Faust blinked and then frowned in thought. The logistics of pushing the entirety of the Smooze was nearly insane. However, they had Celestia, Luna, Twilight, Clockwork, Rarity and herself to do so. Rainbow and Fluttershy might be useful, but two pegasi couldn't do too much to help in pushing the Smooze away from them. Though maybe they could keep things from getting passed them if they formed a wall. She also admitted they would need to locate Tree-Mane before they tried this or risk it being caught along with the Smooze.

"Fine, we might be able to move it," she admitted, "but just where in Tartarus do you plan on putting it?" the mare demanded. Clockwork clicked his tongue and started to tap his hoof on the ground in four precise beats.

"I was thinking we could lock it in the Shadow Realm," he admitted nervously. Faust blinked and then stared at the alicorn stallion warily.

"That would require us to move the bottleneck straight into it," she stated flatly. Clockwork nodded his head, his grin nowhere in sight as he nudged up to the map.

"Could it be done?" he questioned flatly. The ancient alicorn frowned and then flew up to the map and moved around it several times. Faust knew from experience there was only one way in or out of that realm. That one way happened to be magic, but the Smooze had no magic it could use to exit from the Shadow-Realm, so once there it would be trapped forever. In theory. Grogar had also once magically pulled his kingdom of Tambelon out of the Shadow-Realm and into Ponyland. Also, they were relying on the fact the tear in the veil between their realm and the shadow realm was even open.

Needless to say, she didn't want their lives hanging by a flimsy thread.

"I'm seeing a lot of if's with this plan," Faust noted with a frown.

"I assure you, the tear in the veil is open. It opens once every five hundred years for about a week, this week just happens to be the right one. Now we just need to pop through it, force it open to allow for more physical travel, push the Smooze in, then close it behind it as we escape," the time pony replied with a grin. He knew Faust was reluctant, she had had some very bad experiences in the Shadow-Realm after all.

Faust continued to regard the map with a critical eye. She admitted that it was a decent plan, it was certainly better than any she had at the moment. However that didn't mean that the plan was fool proof. "Are you absolutely sure about this?" Faust questioned worriedly. Clockwork's plan was sound enough in theory that most strategists would go with it. Faust found more subtle flaws and causes for worry in the plan. She thanked her personal brand of abstract thinking for that.

"Faust, running from it won't do anything," Clockwork began with a frown, "trying to blast it with the Elements was pointless," he noted with a look at Twilight. The little lavender mare lowered her head and folded back her ears. She felt bad enough about that. She really didn't want to be reminded about it. She'd never encountered something that could actually stop the elements before. She had thought that it was impossible! The Elements were supposed to be the most powerful weapon in all of ponydom, so how could some purple slime stop them? 'Apparently very easily,' she admitted to herself.

"I didn't know," she mumbled demurely. Clockwork sighed and nodded his head. He knew he was being a bit harsh with the little pony. But he didn't do it out of any malice. He just hoped that she learned from this and didn't rely so heavily on the elements of harmony in the future. Not that she'd have them much longer, he was well aware that the elements would be a non-factor soon enough. That thought in mind he turned back to regard Faust with a frown.

"And we know nothing can block or otherwise stop it so trapping it is the best option we have," he added. Faust shivered but nodded her head all the same. She had seen just how unstoppable the Smooze was in her youth. Fighting it now would be little more than an exercise in futility. The beast couldn't be contained by average means. Remaking the glass that had once contained it would take weeks. That was time they just didn't have. The tower had a finite amount of space within it. Sure it could stretch and bend that space to appear larger, but eventually it would be overrun.

With a sigh and a frustrated frown Faust looked back to the time pony.

"Fine, but I have to see if this idea will even work first, then I have somepony else in the tower I need to collect," the mare admitted. Clockwork blinked and then hummed to himself. He had a feeling that he knew exactly who she was talking about.

"Ol' Treebie I take it?" he questioned. Celestia twitched at the name, Luna grinned widely, and Faust nodded her head. The ancient alicorn then went around the tower to look for them. She rubbed at her chin and hung in the air for a moment, before finally pulling a specific corridor up on the map. At the end of the corridor was a room, which she made larger. Inside the room were several large pieces of some kind of crystal or rock. The ancient alicorn looked them over and frowned deeply.

"I think Lavan is missing," she muttered under her breath. She shook such worries off however and then looked at the portal at the end of the room. It was open, true, that was the biggest break they'd had thus far. The only problem she saw was the possibility of the Smooze coming back out. "I might be able to coerce the tower to move into the correct format after we modify it to resist the Smooze's sticking ability, but then we'd need to figure out some way of sealing it in the Shadow Realm," she replied. Clockwork frowned and tapped his hoof once more in four precise beats. Twilight felt her ear twitch as he did and shot a look at the stallion.

"Why are you drumming?" she questioned. The stallion spared her a passing glance and hummed lightly.

"Force of habit mostly," he murmured. "You sometimes hear drums and flutes when you travel through time, the beat gets stuck in your head after a while," he admitted. Twilight thought back to when they were picked up by Clockwork. She did recall the sound of drums in the background, but she couldn't recall the beat. She wondered if that was only because she'd only traveled the one time, or if it was because Clockwork only moved them through space rather than time.

"In any case perhaps we shouldn't tarry any longer than we already have," Clockwork stated. Faust nodded her head in agreement and glanced up to the map.

"We should also keep an eye out for the Smooze, while I'm sure the Tower will try to divert its flow from us, we can't be too careful in this situation," the ancient alicorn decided. She got no arguments from the other ponies. Even Rainbow Dash wasn't in the mood to press her luck against that stuff. Though to be fair, considering it ate the power of the elements, few could blame her.

"Um, sh-shouldn't we p-put these eggs somewhere l-less dangerous?" Fluttershy questioned worriedly. She hadn't even known she was carrying them before. If she had she would've been far more careful with how she ran or sat or anything else! There was no telling what kind of damage might've happened to them if she'd done something reckless!

"Not a good idea, we need them to alter the Tower," Faust replied.

"But we don't need all of them," Fluttershy argued.

"Well no, but I also don't have anywhere to put them," the ivory mare admitted.

"Why not put them in a safe, or your garden room, or anywhere out of the path of that purple gray ooze or," Fluttershy tried to say only for Faust to put her hoof on her mouth. Once the butter yellow mare was silent Faust removed her hoof and shook it to the side with a frown.

"I understand that you're worried Fluttershy, but the eggs have literally just come out of stasis, I want them close to something warm until I can help them hatch," the alicorn mare stated.

"So why Flutters?" Rainbow questioned.

"She's the only pony I'd trust with 'em, that's why," Faust stated plainly.

"That seems like a bit of a broad term mother," Luna noted. Faust fixed the mare with a sudden look.

"Twilight, Applejack, and Rainbow are our best offensive ponies, I want them on the front lines so I want those eggs far away from them. Clockwork has no natural body heat and worse he's basically made out of metal. Pinkie or Rarity might work but don't have the same experience actively working with eggs, which Fluttershy has in spades. Realm is a portrait pony and don't get me started on the things she wrecked when she was younger," Faust explained flatly. The elements looked to Realm and she shrugged her shoulders.

"Meh, it's true," she admitted with an unrepentant grin.

"Well what about us mother," Luna offered. Faust merely folded her ears back and fixed her with a flat look. Memories of the horrors that she and Celestia managed to get into came into mind. The two had been utter terrors as fillies, sure they were better now but not by much considering they unleashed War-Helm and the sun only knew what else...

"You and Celestia brought Oatmeal to life," she deadpanned. The lunar alicorn blushed and made to argue when the ancient alicorn continued, "four times, with each version more deadly than the last. I should also remind you of the incident where you somehow made friends with a 'wild rock' as you called it, and the time Celestia utterly destroyed one of my rooms because she thought she saw a spider. Worse, you both constantly managed to get yourselves covered in ink, requiring me to bathe you both fifteen times a week, how is beyond me since I never left any ink in the places it happened." Luna's ears folded back and she mumbled to herself with a blush. Celestia just groaned and covered her face with a hoof.

Did she really have to mention that in front of her subjects?

"Jeez, they're like the original Cutie Mark Crusaders," Rainbow whispered to Applejack. Faust's ear twitched back towards them and she grinned despite herself.

"They were actually called the 'Symbol Seekers' back when they were fillies," Faust admitted aloud. That got looks from the Elements to the sisters, who looked away from them with blushes.

"To be honest, we were most impatient," Luna admitted.

"Considering we were almost thirty when we finally figured them out, that's saying a lot," Celestia added. Seeing the incredulous looks of her ponies she rolled her eyes. "Alicorns age differently than other ponies," she explained. Mostly because letting them know about ascension might ruin a few plans she had for the future.

"Yeah, right," Faust deadpanned with a look in her direction. Celestia made a pointed effort not to look at the older mare. A frown crossed Faust's face then vanished as she looked back to the others. "Anyways, c'mon everypony we have work to do," Faust ordered. The others followed behind her while Clockwork clicked his tongue and rubbed his chin.

'I know I've felt that magical signature before, but where?' he wondered to himself. Deciding to put such thoughts on hold he followed the other ponies. Though to be honest he felt like he should be paying more attention to the fact he'd felt the same magical signature that had been on those eggs before. It was where and when he was drawing a blank on.

'I just hope it isn't somepony important,' the time pony mused to himself.

Grogar smirked as he watched the Smooze continue to run amok. He also smirked as he watched Faust and her little ponies come up with a 'plan' to deal with it. Unfortunately for her, their plan was working right into his cloven hooves. He brought his hooves together and leaned back on his throne. Lavan, Crunch, and Arabus were arrayed before him, still glowing as his magics worked through their prisons. Soon enough he would be ready, so would they, and his plan would finally come together. He needed only be patient until then. Thankfully, ten thousand years trapped in the Shadow Realm had at least taught him the value of patience.

His eyes were then drawn to the swirling pool in front of him. Within the pool was a vision of Faust and her little band of ponies.

'Certainly her taste in followers has somewhat improved,' he admitted to himself. The three alicorns, borderline alicorn, and bearers of the elements of harmony were a much better force than her old friends. Well, save for Majesty, she was a borderline Alicorn herself after all. She merely never ascended, unlike Faust and these others. The Puppet pony also didn't matter as far as he was concerned, she was merely a reflection of a memory. Hardly worth thinking of or worrying over. Grogar waved a hoof and watched as the scene shifted to show Marionette. The puppet pony was hard at work fixing and improving herself.

'Her foolish anger blinds her. She survived against Faust by chance the first time they met. This time, it will be her undoing,' the ancient elder ram noted. He stroked his beard for a moment as he watched the puppet pony work. Her anger was admirable, an endless hate he could see would ultimately consume her. He already knew that she would, like a wildfire, end up destroying herself. It was inevitable, and why he had not sought her aide in his own coming revenge. Despite what little use she could offer, she would ultimately be a short-lived asset. That in mind he turned from her and with a wave of his hoof looked to The Smooze itself instead.

'A perfect killing machine, destroying whatever is deemed necessary with glee and joy,' the elder ram noted with a dark grin. He could honestly admire the Smooze. Most other creatures were complicated in their reasoning, having to gain something to do anything. The Smooze did what it was summoned to do without question, and didn't stop until it's purpose was fulfilled. The ancient witches who had summoned it truly had no clue the power of the being they had set loose. To them it was an ancient spell, something to use to utterly ruin their enemies. It was not the eldritch horror that it deserved to be.

'I am wasting time on the Smooze, I have other things to look into,' Grogar reminded himself. With that thought and a wave of his cloven hoof he brought War-Helm and Tree-Mane into view. 'Make that five alicorns in Faust's menagerie,' he mentally amended his earlier thought with a frown. He also studied these particular alicorns closely. Unlike the others, these had never truly been ponies before and that worried him. The new War-Helm more than Tree-Mane for War-Helm was the spirit of a Wolf, and he was, albeit powerful, still technically a ram.

'Tis' almost fitting that my worst species predator is also one of my greatest enemies,' the ram mused to himself. Rams, Sheep, and Wolves had a very well known history after all. Much like Griffons hunted ponies in ancient times, Wolves had hunted Rams and Sheep. Unlike Ponies and Griffons, who had worked out a tenuous peace, Rams and Wolves were still bitter enemies. He knew this because he had made a point to keep up to date on the world at large through Faust. Watching her archive for any bit or piece of information he could find on his people over the years.

'Which wasn't much to be honest,' he admitted with a scowl. Faust honestly didn't care much for Rams, for obvious reasons of course. The ancient elder ram shook his head of such thoughts. He was becoming far too reminiscent in his old age. His glory days were far from over as far as he was concerned. But he was not too proud to denounce the truth that he was old. Ignoring that he turned back to the two alicorns he was watching.

'Now as for the living spider-tree,' Grogar began with narrowed eyes. Unlike War-Helm he was not truly afraid of Tree-Mane, the elder-tree turned alicorn was less dangerous than its companion. What it did to its enemies was horrific, true, but Grogar knew a few secrets for dealing with him. The first was obvious, Tree-Mane was the alicorn of fear, as such he could draw power from and inspire fear into his victims. So long as one didn't fear him his power over you was far from absolute. Grogar knew this to be fact and would use it against the monster if forced.

'But that is unlikely,' he admitted as he waved his hoof once more. Sadly he couldn't see outside of Faust's tower with his scrying pool. Despite his immense power he couldn't get passed the iron of Faust's tower. Not only that but there was a spell in place that made it impossible for him to open a portal outside of the tower. In spite of the fact that it was a proverbial prison he wanted the notes and spells and knowledge held within it for his own. He just needed to put down an old mare to get it. Which is why he found the instrument of his coming victory so very very amusing.

'Yes, how fitting that it is something fashioned by a pony that brings my plan to fruition,' he thought darkly. There, half buried in Smooze goo was the Necronomicon Ex-Mortis. Grogar was aware of the dangers of the book, but he was also perfectly fine with using it for his plan. Lavan, Arabus, Crunch, they were all fools blinded by a desire for revenge. As was that idiot Umbra blinded by his pride and his greed. Grogar was not a fool, and he was beyond petty things such as revenge. He could certainly make those idiots think otherwise of course, and easily make them dance to his tune.

'Now to bring you to me,' Grogar thought and narrowed his eyes. His horns began to eat the light around them, the reverse glow making them seem darker than they actually were. A toothy smile crossed his lips as the book vanished in the scrying pool and formed on the floor before him. His horns gave another inverted glow as the book was lifted from the floor and brought to him. He placed a single cloven hoof onto the cover and grinned darkly. 'And so the next piece falls into place,' he thought to himself. With that he opened the book and began to look for one spell in particular. One that would lead him to achieving his destiny.

A horrid grin crossed his lips as he read the book in the silence of his forgotten city...

TBC...

Author's Note

Yes it is finally published, finally! MWAHAHAHAHAHAHAHAHAHA!!!

WARNING!!!WARNING!!!WARNING

Within the tower a very familiar ancient mare is glaring down at a certain pony. A familiar brown pony who sits on his haunches while his head is held by Faust. The ancient mare cast an annoyed glare at him as he struggled and tried to escape her grasp. "Seriously BreakDown, you did it again!" she growled at him.

"Sorry! Not only did I have to rewrite almost the entire chapter, but I was really busy!" the brown pegasi declared. However Faust snorted in response.

"Playing video games, reading comic books, watching movies and TV doesn't count as busy," she replied icily. The pony in her grip groaned and tried to pull his neck free of her grip.

"Well... work also got kind of bad... and my great grandmother kind of died so there is that," the brown pony growled in reply. Faust arched a brow for a moment then brought a notebook over from her desk. She checked it and then folded her ears back and released the pegasus from her grasp.

"Fine, you get a pass," she stated flatly. She then crossed her forelimbs over her chest and narrowed her eyes on the brown pony, "just don't make a habit of this!"

"Alright!" BreakDown replied with a hoof rubbing his neck. "Jeez, crazy psycho pony," he muttered.

"I heard that!" Faust stated. BreakDown yelped and hopped away while the auburn haired mare smirked and looked to the audience. "Sorry for the wait folks, our esteemed author really took his sweet time with this chapter," the mare apologized.

"I still feel like it's too rushed for some reason. Though it's not like you really care," BreakDown muttered under his breath. He thus received a notebook to the head from the ancient alicorn.

"Anyways! The Author and I just want to thank you all for your patience with him. We know how annoying it can be to be forced to wait for the next chapter of a good story. Added to that is our most sincere apologies for how long you had to wait for this chapter to be published," the mare admitted with a smile.

"Oi, you don't really exist!"

"Shut up!" Faust snapped. BreakDown backed down and muttered to himself angrily. "Anyways, as a bit of a reward he's a list of all the creatures held in my tower. Note, this is not all the ancient evils, just the sapient ones that can talk and reason," Faust offered. She then pulled out a scroll and unraveled it. With that done she cleared her throat and read the names on list.

"Wait! That would take too long," BreakDown stated.

"Well what would you suggest then?" Faust queried.

"Look, we both know it'd take like an hour for me to write all this out so lets go with something simple. Like last time we'll just have a bit of a Q&A session. The readers can send me questions in the comments and after the next chapter I'll have them answered, simple as that," the author replied with a nod of his head.

"But we did that once already," Faust reminded.

"Yeah, but that doesn't mean we have to do something different every time," he replied. Faust hated to admit it but he did have a point there. She then decided that he wasn't worth the effort of arguing and so turned back to the audience with a smile.

"Alright, in any case that is all for this chapter, hope you enjoyed it, buh bye!" the mare declared with a wave of her hoof. BreakDown merely rolled his eyes, waved a hoof, then laid down to get some rest. He could swear that this was so much easier back when he first started writing the story.

Special: The Night of Samhain

Faust, lady of and sole archivist within the tower which held the Grand Archives sat before a fire. She sat within her study in the tower, resting upon cushions as she reads a worn leather bound book. She idly turns the pages, before settling upon one in particular. Upon this page is a creature surrounded by fire, eyes like yellow orange flame, head like a pumpkin, body made of twisting gnarled vines, a dragging robe of autumn leaves, and a wicked long scythe. "Samhain," she whispered quietly. There was an ominous almost foreboding way in which she spoke the name. As if the mere mention would call that creature forth once more.

"The Harbinger of Summers End," Faust continued. The ancient mare read the legend for a time, and then closed her eyes as memories of the creature came to the forefront of her mind. The Harbinger of Summers End, Shadow of Winter, Lord of the Harvest, this particular creature bore a great many monickers. But only one mattered. Samhain. She had only met this particular creature once in her very long life, and that had been more than enough for her. "But I suppose this story isn't exactly my own to tell," Faust quietly admitted to herself.

She turned the page and soon settled herself in for a read. This would likely take up some time after all. "Once upon a time, in the magical land of Equestria," she began with a smile. "There was a little town known as Ponyville. This sleepy little town was founded by the Apple family and their friends the Rich family. For many years it prospered thanks to a crop known as Zap-apples that came but once a year. But truth be told, there was a third party involved in the settlement of this quiet little town. A creature that few, if any, truly know," she read aloud and turned the page in the book.

"Samhain," she whispered. An ominous wind blew through the tower and gave Faust a moment of pause. With that she fluffed her wings and buckled down for a long night. "The second year of their settlement, their crops refused to grow. They believed it to be the influence of the nearby Everfree Forest. They worried that they couldn't afford to stay. That they would be forced to leave alongside their special crop, the Zap-Apple. Till one night, while wondering alone, a little mare found a spirit at roam," Faust continued while looking to the page, then turned to the next.

"Outside the forest stood a tall spindly figure, it's head like a carved pumpkin, eyes glowing like flame," she continued to read aloud. "The mare was frightened for but a moment, before she approached. The creature offered her no malice, merely looked down upon her. 'Pardon kind sir, tell me your name,' the little mare pleaded. The tall spindly creature looked down at her then spread it's spindly arms wide. 'Listen my little pony, for I shall speak this only once,' he warned, 'I am Samhain, harbinger of summer's end, shadow of winter, lord of the harvest!' he declared with great pride," Faust continued and turned the page once more.

"The little mare was taken aback by it's claim, but wasn't so sure of it's sincerity. 'You are master of the harvest? Then would you give us a bountiful harvest?' she questioned. Samhain stared and then knelt down to glare into the mare's eyes. 'Why should I help your kind?' the spirit demanded, 'your bounty brings to me nothing.' The little mare thought fast and then she spoke her mind. 'We would offer you a share of our bounty, so that you might share in our joy,' she replied. 'I need not your bounty, nor your joy, I am Samhain and I need for nothing,' the winter spirit insisted," Faust continued to read aloud and turned the page.

"'If not for our bounty or our joy, would you help us for something else?' she asked. The spirit was silent a moment as he considered her words. Finally he grinned and looked her in the eye. 'Once every year, as the summer dies, as the night grows ever cold, I wish for you to bring me one thing,' he replied. 'What?' the little mare questioned. 'The knowledge that Samhain is remembered and not forgotten,' the spirit replied. 'Samhain is forgotten by many,' he admitted, 'the farmers no longer pay heed, no longer know my stories, no longer know of my night,' he continued."

"'so I would ask you to remember, you and your kin, to know my name, that is my price,' he stated. The mare was frightened but nodded, said that she would remember him always. Samhain kept his bargain, the next harvest was the most bountiful they had ever had. The Apples would know the name, Samhain, and know to pay him tribute for many years. But time has a way of making you forget the promises of old. The Apples died, one by one, till only one remembered the tale, the one who had made the deal and who still remembered him," Faust continued and turned the page.

"Granny Smith was her name, an apple of apples who knew more than she let on. Each year on Nightmare Night she didn't celebrate with the other ponies. Instead she wandered alone to an old stone and paid tribute to the spirit of the harvest, one that had helped her family in their time in need. In doing so she proved she remembered Samhain, and that was all the spirit truly needed. The knowledge that he was remembered, as all immortal things wish to be," Faust continued and then smirked. "But then one faithful Nightmare Night, poor old Granny Smith fell ill... and didn't make her trip..."

Twilight 'Nocturne' Sparkle sighed as she approached Sweet Apple Acres. It was Nightmare Night, or would be at sunset, yet she wasn't going to enjoy the festivities tonight. She had offered to help Applejack with anything she needed after her Granny took ill. 'I wonder what she caught exactly,' the alicorn wondered to herself. She also wondered if Applejack had so readily accepted her offer for help because she was worried. 'Granny Smith is getting on in years, she won't last forever,' she admitted to herself. Not to be insensitive but that was simply how things were. The mare soon found herself at Sweet Apple Acres and idly looked around.

The trees looked ominously bare already. The few trees with leaves had turned burnt orange, yellow, and brown. The cacophony of colors rather beautiful if she were honest. She turned away from the trees and looked to the Apple Farmhouse with a sigh. She saw Applejack running in and out of her home. It was clear that she was running herself ragged once more. 'That mare really needs to learn to ask us for help,' the purple pony decided. Though she admitted that she at least accepted help when she needed it now.

"Applejack," Twilight called to her friend. However the mare was ignoring her as she rushed passed her to grab a basket of apples. Twilight allowed a frown to cross her lips, then noticed Apple Bloom. The filly had a strange look on her face, half confused and half unsure. Twilight decided it would be easier to deal with Apple Bloom than Applejack at the moment. "Apple Bloom," she stated. The filly blinked then looked to the older pony and smiled.

"Oh Twilight, what brings y'all round?" the filly questioned.

"I offered to help around here yesterday," Twilight replied. She then looked to the frantic Applejack with a sigh. "Though it looks like your sister forgot I was coming," she muttered sourly. Apple Bloom idly nodded her head then scrunched up her muzzle.

"Twilight y'all know all kinds of stories right?" the filly questioned. Twilight blinked for a moment and then nodded her head.

"Well I have read quite the extensive list of fictitious and non-fictitious materials over the years," she replied proudly. Apple Bloom blinked owlishly for a moment and Twilight sighed. "Make Believe and real stories..." she explained. Apple Bloom made an oh with her mouth and nodded her head. She could understand that better. She then bit her lip and looked towards the farmhouse.

"Um, y'all ever heard of somethin' called Samhain?" she questioned unsurely. Twilight arched a brow and tapped her chin with a thoughtful expression. 'Samhain? Strange name, has a distinct Coltic twinge to it. So it would likely be some form of Coltic word, Samhain, Samhain, Samhain,' she thought then blinked. 'I've... I've never heard that word before,' she admitted to herself. That wasn't a first, but it was quite strange. She'd studied a lot of obscure facts over her tenure in Ponyville after all.

"Is it just a word or a name?" Twilight questioned quickly.

"Name for something," Apple Bloom replied. Twilight nodded and racked her brain for any mention of a Samhain. 'Coltic myth most likely and most probably a spirit of some kind, Samhain. Err, I'm still not getting anything,' the lavender mare noted with a frown. She then looked to the filly with a curious gaze.

"Where did you hear the name exactly?" she questioned.

"Granny Smith told me ta get AJ to go visit 'Samhain' 'fore sunset," the filly replied.

"Where exactly?" Twilight questioned.

"Y'all know that real creepy pumpkin patch out by Whitetail Woods?" Apple Bloom questioned. Twilight nodded her head. Calling the pumpkin patch creepy was putting it mildly. It made for a decent place to get Pumpkins for Nightmare Night, but the rest of the year it was just creepy. Twilight had even done a few experiments and found that it was giving off a strange energy she'd never encountered before. 'I think I just found out why,' the mare admitted to herself.

"So a Coltic Spirit named Samhain that resides in a pumpkin patch," Twilight murmured quietly. She rubbed her chin and considered her options. Option 1: She could alert Applejack to what her Granny wanted her to do. Option 2: She could go research this 'Samhain' a bit more and decide if it was even necessary. Option 3: She could go and see what this 'Samhain' thing was herself. Option 4: she could ignore this as one of Granny's strange episodes, though that was probably a bad idea.

To be honest she was leaning more towards Option 3, she was kind of curious.

"Hmm... what is Applejack doing right now?" Twilight questioned.

"She's getting stuff for Granny, Mac's in town talking to the doctors," Apple Bloom replied.

"I see... so AJ doesn't have any spare time?" the purple pony questioned. She was fairly certain Applejack didn't need to be doing all this, her Granny was probably sleeping right now.

"Not sure, she keeps getting wet rags and such when Granny wakes up real hot or gets her water when she gets thirsty," Apple Bloom replied. Twilight nodded her head and tapped her hoof in four precise beats. She then clopped it on the ground and nodded her head.

"Alright, I'll talk to AJ about it and if she's fine with it I'll go see about this... Samhain... thing for her," Twilight offered. Apple Bloom looked dubious for a moment but bit her lip and shifted on her hooves.

"Alright, jus' come get AJ if ya' need any help. Granny seemed real worried 'bout this Samhain thing," the filly admitted. Twilight arched a brow but nodded her head all the same. She then frowned while Apple Bloom sped off, likely to find her friends in the Cutie-Mark-Crusaders. With a shake of her head Twilight looked for Applejack and teleported in front of her friend. She then caught her in a magical bubble and gave her a flat look.

"AJ slow down," she stated flatly. Her frantic friend merely blinked and then tried to get out of the bubble.

"Consarn it Twilight let me out a' this thing! I got a mess of chores ta' do without Granny to help!" the apple mare stated. Twilight merely frowned and then pointed a hoof at her.

"Look AJ, I said I was going to help you today and I meant it," the lavender mare stated firmly. Applejack frowned for a moment before she nodded with a sigh. "Good, now Apple Bloom said Granny wanted you to visit something called Samhain at the Pumpkin Patch at Whitetail Wood before sunset," the purple pony explained. "Any idea who or what that might be?" she questioned. She was genuinely curious too, she liked reading about old myths and legends after all.

"Samhain, samhain," Applejack considered then shook her head. "Nope, sorry Twilight but it's not ringing any bells right now," the apple mare admitted. Twilight let out a sigh and rubbed her face tiredly. She glanced at the sun and then frowned deeply. 'Great, so even AJ doesn't know anything about this Samhain thing,' she thought to herself.

"Right, so would you mind terribly if I go visit this thing for you?" the purple pony questioned. Applejack merely smiled at her friend.

"To be honest Twi, that would be a great help, I really don't want to leave Granny by her lonesome till Mac gets back and there ain't no telling when he'll be done getting Granny's medicine. If you could check on this 'Samhain' thing it'd be a right load off of mah back," the apple mare replied. Twilight merely nodded her head and released the other mare from her bubble. Applejack looked around for a moment then tilted her stetson in Twilight's direction. "Now if'n y'all will excuse me I got to get back to work!" the apple mare cried and was off in a flash. Twilight shook her head and then trotted off from the farm with a frown.

'Alright, help AJ by visiting an old Pumpkin Patch for Granny Smith, easy enough,' Twilight mused to herself. 'Now lets see about that pumpkin patch,' the lavender alicorn thought to herself. With that in mind she lit her horn and flashed out of sight. She soon reappeared just outside of Whitetail Woods. She trotted around the small forest until she found the pumpkin patch Apple Bloom had meant.

'Again, this place is seriously creepy,' Twilight noted with a shiver. Shaking her head and steeling her nerves she marched forward. An owl suddenly hooted nearby and caused her to yelp. She turned to the owl and glared at it heatedly. The owl ignored her and flew off unperturbed. 'Calm down Twilight,' she ordered herself firmly, 'it was just an owl,' she reminded herself. The little mare trotted into the pumpkin patch, she looked around with curious eyes. 'Maybe a little enhanced eyesight would help,' she mused to herself.

She closed her eyes a moment later and used the spell for mage-sight. Once that was done she opened her now red eyes to look around the pumpkin patch. The 'creepy' feeling continued and even grew as she looked around. The shadows all around her seemed to twist and turn, all springing forth from an old tree-stump with a white pumpkin in front of it. Wedged into the old tree-stump was an ancient scythe. Twilight felt a shiver shoot down her spine as she approached the stump. She looked around for any signs of a spirit, but aside from the stump and the scythe she didn't see much of anything.

'If I were a spirit, where would I hide?' she wondered to herself. She approached the scythe and looked it over, then at the white pumpkin, neither of which seemed too odd save the energy they were saturated in. 'Wait, the scythe has an engraving,' she noted. She looked closer at the scythe and arched a brow. "Samhain," she whispered. There was a sudden breeze and a chill rolled down Twilight's spine. She looked to and fro for the source of the breeze, then turned back to the scythe. 'Was this what Granny wanted AJ to visit?' she wondered to herself.

"Um... Samhain sir? Or is it madam?" she questioned. She then brought a hoof to her face and muttered about asking a spirit about it's gender. There was silence as neither scythe nor pumpkin moved. "Err, Granny Smith is sick and thus unable to visit," the lavender alicorn reported to the pumpkin patch. 'I feel absolutely ridiculous right now,' she admitted to herself. "Anyways, since I'm here could I maybe ask you a few questions? I was really curious about what kind of spirit you are when Apple Bloom mentioned you. I'm also curious if you're really Coltic or not," the lavender alicorn continued. Much like before there was no answer from anything.

"Um... is any pony home?" she questioned. She let out a huff and brought a hoof to her face. 'I wonder if Apple Bloom was just messing with me? It is Nightmare Night after all,' the mare considered. With a roll of her eyes she looked around one last time. "Well if you don't want to talk or more likely simply don't exist, then I've got to be going. If I do I might just be able to come up with a descent costume for Nightmare Night," the little lavender alicorn reported. With that she trotted in the direction of Ponyville...

As she did a shadow rose up in the lonely pumpkin patch, fiery eyes glaring as she left...

Twilight idly worked on her costume. She frowned as she held her mane to one side and then let out a breath. 'I can't believe I'm reduced to doing this for a costume,' she thought with a shake of her head. She had literally no time to come up with an original costume. She also hadn't wanted to be Starswirl the Bearded again. As such she had decided to scrape the bottom of her barrel of ideas. She was currently dressed as her 'future self' Nocturne.

Her mane and tail had been lengthened and were also black with a red and pink streak, her coat violet, her Star-burst cutie-mark was red with blackened stars, the feathers of her wings darkened gradually to black at the tips, her eyes were red thanks to Mage-sight, she had put on black eyeliner, and she had fashioned magical constructs in the guise of the armor that Nocturne wore. All and all she was now a perfect copy of her 'potential' future self.

'I just wish I could go out as something more inspired,' she admitted to herself.

"Jeez Twilight, are you supposed to be an evil version of yourself?" Spike questioned as he walked by. Twilight shot the dragon a look and her rolled his eyes. "So what was so important at AJ's that kept you out all day?" Spike questioned curiously.

"Nothing really, AJ was too busy with Granny Smith for me to talk to her or even offer to help her take care of Granny Smith. I talked to Apple Bloom and got sent to the old Pumpkin Patch out by Whitetail Woods. She said Granny told her that there was something called Samhain out there," Twilight explained.

"Was there?" the purple dragon questioned.

"Honestly, aside from an old scythe I saw no sign of anything called Samhain," Twilight admitted. She then looked at her assistant and took notice that he wasn't in a costume. "So you trick or treating tonight?" Twilight asked the baby dragon. Spike shrugged and wandered over to a door that Twilight and Faust had set up in the Tree-Castle-Library... thing... It lead to Faust's tower, allowing the friends Faust had made in ponyville to visit the ancient alicorn if they wanted.

"Nah, I'm heading to talk to the other Spike and Sylph again," the baby dragon replied. Twilight arched a brow as Spike walked through the door. It didn't seem like Spike to skip on candy, but then again he was trying to catch up on decades without knowing anything about his species. 'I just hope the other Spike isn't rubbing off on him,' she thought to herself with a frown. She then turned and trotted out of the castle and into Ponyville proper. She noted all the games that were being played by every pony. 'I wonder if I should play one of the games or just wait for Luna at Fluttershy's cottage,' she considered for a moment.

However she heard a sudden tolling of bells in the distance. 'What?' she wondered with a small bit of surprise. The bells tolled several times before they finally fell silent. The little purple pony suppressed the odd shiver that crawled up her spine as it passed. 'The clock tower bells shouldn't be going off yet,' she noted to herself. She found herself making her way to the clock tower. But as she did she also noticed something else. Nearby Big Macintosh was running the apple-bobbing stand yet something was amiss with it.

'The apples have somehow... have somehow rotted? That doesn't seem possible,' she admitted to herself with a shiver. Other stands had similar problem, food seeming to have spoiled within mere moments of the tolling bells. The ponies were quickly growing concerned over what was going on. Ponies were already a very skittish species, this sudden rot was more than enough for several to begin panicking.

"Yo Twilight! We've got serious problems!" Rainbow Dash reported, while dressed like Commander Hurricane.

"I've noticed," Twilight replied. She looked around with a worried frown and wondered what had happened.

"Yeah... why are you an evil version of yourself?" Rainbow questioned. Twilight's ear twitched and she gave her prismatic friend a flat look. "Err never mind, anyway it's totally crazy! All the food and crops around town just suddenly spoiled," the prismatic pony stated. Twilight merely nodded and then looked around.

"Rainbow, please keep calm and go see about calming down every pony else. Get the others to help you if it gets really bad. I need to head back to the library and try to figure out what happened here," the princess stated. Rainbow saluted and shot off into the distance. Twilight vanished in a sudden flash and reappeared in her library. She quickly rushed to her books and started looking for anything on this unusual phenomena. 'Tolling bells, sudden rot, tolling bells, sudden rot,' she chanted internally. However as she looked she could find one or the other, but nothing on both happening.

'This is very strange,' she admitted to herself. With that in mind the purple princess pony went to a book on obscure legends. She looked up the... wait... "Samhain," she whispered in surprise. She'd forgotten to look up what she could on the spirit earlier, having wanted to prepare for Nightmare Night instead. "Lord of the Harvest, Harbinger of Summer's End, Shadow of Winter, a spirit of the night and king of spirits," Twilight read with a shiver. "The sound of tolling bells signals this ancient spirits power," she noted with a sense of dread welling within her chest. Just as she started to consider the worst her door opened with a bang.

"Twilight!" Applejack cried frantically. The purple princess pony quickly turned to face her friend. She widened her eyes upon seeing her normally calm friend panting and shivering.

"AJ what's wrong?" she questioned. The orange mare held up a hoof as she worked to catch her breath, then let out a sigh.

"First of all... why the hay are you dressed up like an evil version of yer'self?" the apple pony questioned. Twilight muttered under her breath and let out a sudden snort. Why did every pony think she was an evil version of herself?

"I'm not... it's a potential future version of myself I met once," Twilight stated flatly. Applejack blinked and looked at her friend strangely for a moment. She then shook her head when she remembered why she came into town in the first place.

"Right well look, there's real trouble at the farm! The tree's just started turning black, all the stored apples and cider suddenly turned rancid! I honestly ain't never seen nothing like it before!" the mare explained. Twilight had to restrain herself from growling at the double negative her friend used.

"AJ calm down, I..." Twilight started only for her friend to continue.

"Oh and that isn't even the worst of it, the rancid food is bad, but the trees are dead! Not like with winter, but straight up dead! They look like they came right out of Faust's black forest!" the orange pony frantically explained. Twilight frowned at that tidbit as she'd only seen the Black Forest once. The trees had been frightening for they lacked any Spectra, instead being twisted and malformed into a monstrous shadow of their former glory. 'He is the Lord of the Harvest, so could Samhain done this?' the purple pony considered. It seemed like the only thing that would make sense considering the signs.

"Alright AJ, I'll have a look with you," the purple pony offered. Applejack merely nodded her head and shifted in place nervously. Twilight then used her magic to teleport them to Sweet Apple Acres so she could see what was going... "What the buck?" she demanded. The entire farm was barren and dead, the trees had somehow turned black and brittle which didn't make sense since she saw them earlier in the day. "How... this can't be right!" she insisted as she walked around the farm. 'If it is Samhain, he's a lot more powerful than I ever considered,' Twilight worriedly admitted to herself.

"See! Evil magic! I don't know who would want to mess with my farm but whoever it is is gonna have to answer to me!" the orange apple mare insisted. Twilight barely paid her any mind as she used Mage-Sight to examine the ambient magic in the air. The only problem was that there wasn't any. 'The trees are turning black due to a lack of Spectra, Spectra gives ponies their magical abilities and is transferred to all things when we use our magic. It's the primary reason that everything is so bright and colorful,' Twilight noted to herself.

"I don't think you'd be able to do much AJ," Twilight stated. She also poked a tree and widened her eyes as it fell over with the barest of taps. 'Wow, this is Spectra-Depletion on an incredible scale,' she noted to herself. If she wasn't so worried about what was going on she might actually be impressed. I mean how often did a pony find something capable of completely removing magic from everything around it? If Samhain truly had this kind of power his many tittles and names were more than well deserved.

"Why not?" Applejack asked.

"The thing that did this depleted all the spectra out of the trees," Twilight explained.

"Meaning?" Applejack asked with a frown.

"Meaning it could likely do the same to ponies," Twilight admitted. That caused Applejack to stop and look around with wide eyes.

"So... like that Breakdown fella," she considered with a grimace. Twilight shook her head.

"Worse, full loss of Spectra," she reported. She also noticed something in the distance that... wait... wasn't that the Pumpkin Patch that was glowing? 'Confirmation that it's Samhain doing all this,' she noted to herself.

"So we're looking at something really really dangerous then," Applejack mused to herself. Twilight nodded her head as a grimace crossed her lips. 'Unfortunately that might be the case, and I think I made him angry,' she admitted to herself. It wasn't like there was much else she could think that would be able to cause this kind of damage. An angry spirit was tops on that list and as a harvest / winter spirit it wouldn't have much trouble sapping spectra out of the surrounding areas food and crops.

"Um... AJ, has Granny Smith ever mentioned a 'Samhain' to you before today?" Twilight gently asked her friend. The orange apple mare frowned and then nodded her head slowly.

"Not to my knowledge, might've done so when I was little but I don' reckon she has recently," the apple mare replied.

"Great... well I feel slightly better about this then," she admitted aloud.

"Bout what?" Applejack questioned with a glare. Twilight chuckled nervously and rubbed the back of her neck.

"Well... I might've accidentally upset a spirit your Granny wanted you to visit," she admitted.

"What!?"

"I'm sorry! But you remember how your Granny wanted you to visit something called Samhain and I volunteered to go, I might've upset it somehow so it's taking it's anger out on the farm and," the purple pony began to explain. However Applejack quickly silenced her with a hoof and let out a breath.

"Nope, no time Twi, lets just find this thing and put things right," the apple mare stated. Twilight slowly nodded her head and the two of them were off. They quickly galloped to Whitetail Woods and spotted the old pumpkin patch. Twilight suppressed a shiver when she noticed how all of the Pumpkins had been carved into Jack-o-Lanterns. 'But no pony did this,' she realized upon seeing the ghostly flames inside of the pumpkins. "Well... this is definitely the right place," Applejack murmured. Twilight nodded her head and the two friends carefully made their way through the pumpkin patch.

The two friends soon found themselves before the stump with the scythe and white pumpkin. Twilight took a breath and stepped forward. "Samhain," she stated aloud. All of a sudden everything went quiet all around them. Twilight and Applejack looked to one another and then back to the scythe. "Samhain, I ask you please speak," she stated as firmly as she could. For a moment nothing happened. Applejack looked from Twilight to the scythe then took a step back as something twisted and rose out of the ground.

Vines grew and wrapped and twisted into a spindly figure, the white pumpkin atop it and carved into a wicked grin, leaves from all over swirled and wrapped over the figure forming a long cloak of autumn colors, while it's spindly vine like limbs grasped the wicked long scythe. The creature fell to one knee a moment later and looked at the two, a yellow-orange flame forming within its pumpkin head to bathe the two in its luminous glow. Unfortunately that did little to comfort them, as the tall spindly creature seemed to top out at at least ten feet tall.

"Well... I certainly didn't expect it to look like this," Twilight admitted. She had to fight not to gape at the sheer size of the creature. 'Spirit King... right that makes sense that he'd be extremely impressive,' she admitted to herself. Faust was the tallest Alicorn and potentially the most dangerous so it kind of made sense in that way too. Applejack felt no such compulsion to hide her shock and instead she openly stared at the spirit.

"I am Samhain," a wintery voice stated. Twilight and Applejack took a step back as the creature leaned forward and glared at them. "Lord of the Harvest, Shadow of Winter, Harbinger of Summer's End," he stated. He then reached out a hand and pointed a spindly gnarled limb towards Applejack. "You are of the Apple family, you have broken our deal," he stated sternly. The apple mare seemed confused and looked at the creature strangely.

"What do ya' mean? What deal?" the apple mare questioned.

"Proof that it is broken," the creature responded darkly.

"Um, excuse me," Twilight began. Samhain turned to look at her and his pumpkin grin seemed... less frightening somehow.

"Ah, the one who visited me, hello," Samhain offered with a slight bow of his head.

"Wha... wait, you aren't angry at me?"

"No, why would you think that?" he questioned curiously.

"All the food in town started to rot and Sweet Apple Acres is withering that's why!" she replied.

"It withers for the broken deal, not for your visit," Samhain replied.

"But... you didn't speak to me!" Twilight stated.

"Aye, would you expect a Spirit of the Night to traipse about in broad daylight? It was far too bright, my power is greatest in the dark," the spirit replied. Twilight blinked and considered that for a moment. It made a painful amount of sense if she were honest with herself. It also explained why Granny had said sunset specifically. Sunset was likely when he first came out into the open.

"Then... what deal did AJ break?" Twilight questioned. The creature turned and glared at the apple mare, causing her to take a step back at the intensity with which he did so.

"Many years ago when the Apple family settled here, a mare made a deal with me to secure good crops. In exchange for a visit from someone from her family each year before sunset, I would grant them a bountiful harvest each year. This year you came came before sunset, true, but you are not one of the apple mares, so the deal was broken," Samhain explained.

"B-but I had to take care of Granny! She was sick and I didn't..." Applejack tried to say.

"I care not for your worries or whims! The deal was made and accepted, your family did not keep their word, so I will end the harvests once and for all," Samhain hissed. Twilight widened her eyes for a moment as a thought occurred to her.

"Wait a second, I'm an honorary Apple!" she stated. That got the attention of the spirit and he stared at her intently. "Several years ago I along with several other friends were made honorary apples for helping in a time of need," Twilight began, "as such I am part of the Apple Family and since that is the case the deal between you and the apples was kept," the purple pony stated quickly. 'Please work, please work, please work, please work,' she desperately chanted in her head. Samhain stared at her for a moment, leaned close, and then looked to Applejack.

"Does she speak truth, little apple mare?" the spirit questioned. Applejack rapidly nodded her head in response. "How do I know that you speak true?" he questioned.

"She's the element of Honesty," Twilight quickly blurted out. She then placed her hooves over her mouth only for Samhain to have another 'friendly' smile cross his pumpkin face.

"Ah the elements, you were Magic then," he stated more than questioned. Twilight silently nodded her head in response. "I see, then you are indeed family of a sort, an Apple who is an Element. The two are interchangeable, one cannot be an element without seeing the other elements as family," Samhain noted with a nod of his head. Twilight and Applejack both nodded their heads in agreement. Considering all the stuff they'd done they could certainly see one another as family.

"So... you'll fix the farm?" Applejack pleaded quietly. Samhain looked at the little apple mare for a moment then nodded his head.

"Samhain is a spirit of his word," the spirit stated, "family of an apple has visited me this year before sunset, Samhain's name is remembered, so the apples will know another bountiful harvest come summer." Applejack let out a breath she hadn't known she was holding and shot her friend a look.

"Twi, next time Granny says she wants me to do something, remind me of this," the apple mare ordered. Twilight was more than willing to agree with her. 'I am never letting my curiosity get the better of me again... even if it kind of saved everything, if I hadn't come and AJ didn't stop worrying about Granny, things could've ended badly,' she thought to herself. 'Still, if it's apple business, it should be AJ who deals with it, it's less confusing that way,' she inwardly decided.

"So mister Samhain, what you gonna do now?" Applejack questioned.

"I will return and rest till next year," he replied.

"So you just sleep here all year long?" Twilight questioned. She also took a look around and noted how barren and lonely the place was.

"Aye, it is what I have always done," Samhain replied.

"So you've never wanted to go explore a little?" Applejack questioned.

"Pony you fear me merely for my visage," Samhain stated flatly, "would others not fear me for it as well?"

"Well, you got me there," Applejack admitted. However Twilight had an idea of her own.

"Actually I might know some pony who would love to meet you," the purple pony admitted, then grinned, "a few of them actually," she amended. Samhain tilted his head to one side and regarded Twilight curiously.

"Truly, of whom do you speak of?" he questioned. Twilight smiled and looked from Samhain to the direction of Ponyville.

"Wait one second," she stated and vanished in a flash of light. Samhain looked from her spot to Applejack who grinned nervously.

"Um, I know who she's gettin', so just wait it out partner," she offered calmly. Samhain merely sat down and placed his scythe on his lap. He then looked to the stars and started to examine the area around him.

"Things change very little around here," he noted aloud. Applejack scratched at her head and couldn't help but agree with the ancient spirit. Ponyville really hadn't changed much since she was a filly, the loss of the library and Twilight's castle being the only real changes she could think of. Aside from new ponies of course, but that wasn't much.

"Um, yeah, it's been 'bout the same since I was a filly," Applejack replied nervously. She wasn't sure how she should act around the ancient spirit. It had apparently helped the Apple Family for a century or more, it should be respected. But she couldn't help but find the enormous scythe a bit unnerving... "So why the scythe?" Applejack questioned.

"I am Lord of the Harvest," Samhain stated flatly. Applejack made to argue, but that did make an amount of sense.

"Okay, then why the cloak of leaves?" she questioned. It was a right pretty get up if she were honest, all those reds, oranges, yellows, and browns blended beautifully, but they were also a bit jarring.

"I am Harbinger of Summer's End, what else would I wear?" he questioned. Applejack blinked and shrugged. She couldn't actually think of anything else that would fit. He was essentially an autumn spirit or maybe a winter one, so the cloak itself made sense. Though wearing a cloak of leaves still seemed a bit strange, he was a spirit though so she'd forgive him for that.

"Right... then the Pumpkin head?" she questioned.

"I... do not actually know," Samhain admitted.

"So what do y'all do as a Spirit?" Applejack questioned curiously. Samhain looked up for a moment and then grinned widely.

"I am Samhain, I am a spirit who brings your family their bounty every year," the ancient spirit replied. However he then looked down as a memory prickled his immortal mind. "But once I was a more celebrated spirit, I even once had a great festival in my honor, one where the spirits of the dead could walk once more to visit their loved ones," the spirit replied. Applejack shivered but wondered what had happened to his festival.

"So what happened to the festival?" she questioned.

"Time happened," Samhain admitted. "As time wore on, fewer and fewer ponies remembered me and my festival, till eventually I was all but forgotten," he admitted. "I wandered the land like a specter for many years, till finally I found this land and met the little pony, Green Apple Smith," he replied. He then looked to the clouds in the sky and let out a sigh. "On that night the deal was struck, so that Samhain would never be forgotten again..." he admitted. Applejack looked to Samhain and patted his arm with her hoof. He looked to her, then turned at a sudden crack.

"I'm back!" Twilight declared as she reappeared. "The food and Sweet Apple Acres are all back to normal AJ," she reported. Applejack let out a breath in relief. Beside of Twilight was Princess Luna, who openly grinned when she saw Samhain.

"Twilight thou never mentioned we would be meeting the great Samhain!" Luna exclaimed.

"You... you actually know him?" Twilight questioned. She couldn't help but feel a bit irritated about that too, since it meant she could have asked Luna about Samhain if she wanted.

"Of course! How could we not know the Great Samhain? Tis his very festival our Nightmare Night emulates, Samhain Eve," the mare replied happily. She then started circling the winter spirit with a giddy expression. "We admit that as a filly we always found Samhain Eve our favorite festival," the princess stated with a fond nod. Memories of the festival were a bit scattered, like her memories of Faust had been, but she could easily recall it had been fun.

"You recall my festival?" Samhain asked as he followed the mare with his eyes.

"Aye! Twas a wonderful night and day, the great night of Samhain Eve," the princess replied. "Twas revered as the night when the dead would walk the earth once more, as well as the night of Summers End. Many traditions from Samhain eve are even a part of Nightmare Night, though admittedly it is quite dissimilar despite those similarities," the ancient mare admitted with a frown.

"Well Princess Luna, Samhain wakes up every year on this day and we thought he could do with a friend of his own for once," Twilight admitted. Luna looked to the enormous spirit and smiled widely.

"We would be honored to befriend thee, great Samhain," the princess stated with a slight bow. Samhain looked down at her and then gave a bow at the waist.

"As would I, be honored to be your friend dear Princess of the night," he replied. Luna grinned happily and nearly bounced next to the enormous spirit.

"Then come my new friend! The night is still young and there are a great many treats that need to be collected! As an old hand at such things I would have thy help!" the princess declared. Samhain's grin seemed to widen as he reached down and picked up Luna in the crook of his arm. The lunar mare grinned up at the spirit and pointed a hoof towards Ponyville. "Onwards to Ponyville!" she declared. Samhain chuckled and began a steady march towards the sleepy little town. He raised his scythe and the sound of tolling bells rung out once more. He spun his scythe over his head and swung it only once.

There was a sudden shift in the air and balls of light known as Will-o-wisps began to pour forth into the little town. Samhain raised his scythe once more, the Will-o-Wisps gathered around him. He then swung his scythe down and the Will-o-Wisps shot out into the distance. They surged forward into Ponyville and then into other towns beyond. Luna laughed happily as the souls danced and twirled in the air around them. Samhain grinned down at her and then marched onward once more into the little town.

Twilight and Applejack watched them leave, then looked to one another.

"Well, least he's happy," Applejack stated nervously.

"Yeah... so is Luna," Twilight replied unsurely.

"So Twi, you ever think it was Luna's weird taste in friends that Ponies were always so scared of her," Applejack questioned casually. Tree-Mane, The Headless Horse, War-Helm, Void-Walker, and even Mort were all friends with her. How she could have such odd friends and not think she would be considered scary was beyond the apple mare.

"More often than you'd expect," the purple pony replied. She respected Celestia's student, but she was aware Luna had odd tastes in friends. True, she respected that she didn't judge by appearance, but Tree-Mane was a noted murderer several times over. The Headless Horse had decapitated Ponies. Mort well, nuff said there. Samhain was probably going to be the absolute least 'monstrous' of all her friends. She then shook her head and headed back to Ponyville with Applejack in tow. "C'mon AJ, lets make sure they don't get into too much trouble," she ordered. Applejack nodded her head in agreement and they were off to find the two.

Given everything that had happened thus far at least it promised to be an unforgettable Nightmare Night...

The story was finished and so Faust closed the book. She placed a hoof over it's cover and then smiled softly. "Oh Luna, you always did have such strange friends," the mare mused to herself and then looked back. "As for you, you really do have to admit that it's a way to be remembered," she told a familiar figure.

"I suppose," he replied.

"Better than just one mare coming to visit once a year for a hundred years," she added.

"True," he agreed.

"Besides, staying here means you have friends," she reminded. The figure's expression remained unchanged. It stepped back into the shadows, burning flames causing it's pumpkin grin and eyes to glow. Faust glanced to Tree-Mane and then back to the figure. "So you don't like Tree-Mane?" she questioned with a smirk. The figure and Tree-Mane regarded one another for a moment then both shrugged.

"He is... a fine friend, for one like me," the creature admitted. "As is Mort, despite your insistence that he not be allowed inside your home," he added. Faust snorted and turned her nose away in response.

"To be honest, I'm not so fond of Mort," Faust grumbled. The pumpkin like grin grew wide, it seemed to widen beyond any possible length on his pumpkin like head. "Besides, the Headless Horse seems to like hanging around you as well," she reminded. The said 'headless horse' was resting beside of Tree-Mane. The real Headless-Horse was garbed in black armor and a long cape, its head was entirely gone, with a carved pumpkin resting where one should be.

"I suppose so... which means I have good friends,"he admitted.

"Luna also likes you," Faust added in thought. The creature regarded the ancient alicorn for a moment, and then nodded his head.

"Yes, your daughter does seem to like me," he admitted. Faust shot the spirit a look, one which only caused its glowing grin to grow wider still. Rolling her eyes, Faust looked away from the creature and regarded the book where the story had been.

"So what will you do now?" she questioned curiously. The Shadow of Winter thought for a moment, and then nodded his head.

"I shall still bring the Apples a bountiful harvest. They have earned that much for the gift of my new friends," he stated. Faust smiled slightly and then nodded her head.

"Thanks for that, but what will you do aside from that?" she questioned. The creature with the pumpkin grin was silent for only a moment before he nodded his head.

"I have decided to stay here, with my friends, and visit Mort and Luna on occasion, when their duties allow it... most likely one night a year," Samhain replied. "If miss Faust would allow an old spirit to put down his roots in her home," the Lord of the Harvest bade. The ancient alicorn rolled her eyes and nodded her head. Samhain gave a sudden bow and was gone in a flurry of leaves, along with the Headless Horse and Tree-Mane. With a shake of her head, Faust picked up her book and left her reading room.

"There is a time when we go out to play, though I sorely wish it would come everyday. A night of wonder and magic galore, a night that I have come to truly adore. Its on this night when spirits will roam, that I shall wander from home to home. Only now on the eve of fear and fright, in the darkness of Nightmare Night..." Samhain's voice whispered on a chilling wind. Faust allowed a slim smirk to cross her lips, and then continued on her way...

TBC...

Author's Note

Well I certainly didn't expect to make something like this. But the idea of Samhain got stuck in my head and wouldn't leave me alone! Somehow this chapter feels rushed just like the last one. But that is mostly because I finished it in the span of two days, literally, I started work yesterday and just finished it today. Impressive no?

Anyways!

Now for those who didn't read the AN last time, or didn't know I updated this story before now, I'm planning to have another Q&A session with miss Faust. So if anyone has any questions for Miss Faust or any of the other Alicorns, Ponies, or other creatures to appear in the story thus far, feel free to ask 'em! And yes, if you really want to you can even ask Samhain anything you want.

Q&A BONUS: Alicorns Assemble!

Faust sits in her office with a smile. She waves to the audience and then clears her throat. "Welcome back everybrony!" she states humorously. "A few weeks ago," she begins with an annoyed frown, "our esteemed Author promised another Q&A chapter," she explained. She then took on an annoyed expression. "Unfortunately the Author got distracted by a number of things, not the least of which was Five Nights at Freddy's," she explained. "Because of this this chapter is, as usual lately, fairly late in getting out to you," she admits with a sigh. She then rubs her hoof on her chest and regards it.

"Now normally I'd put the author in a headlock or force him to clean the tower," she notes aloud. She then smirks darkly as she looks to the audience. "However I felt like being ironic and so decided that the punishment will have to fit the crime," she declared. With that her horn began to glow and a screen appeared next to her. "So since he was so busy getting ready for Freddy, I decided to have some fun of my own," she states and then turns to the screen. "Let's take a look," she states cheerfully.

BreakDown groaned as he woke up strapped into a chair. He looked around and feels his eye twitch. He was in a small dirty looking office with a single light above him. There were several TV's in front of him, a small fan, and what looked like a purple cupcake with eyes. There were also children's pictures on the wall of familiar characters, and a poster that says 'Celebrate' with the same characters. To either side is a large open door with two buttons. He idly notices he can reach out to either side to press the buttons.

BreakDown quickly lifts a screen in front of him. He finds he can change several views via-camera's. He soon spots three very familiar creatures and gulps. Bonnie the Bunny. Chica the Chicken, though was oft confused for a duck. Freddy Fazbear. He also noticed Pirates Cove, including a purple curtain, where Foxy the Pirate was likely waiting. The author looked around frantically for a moment and then tried to get out of his restraints.

Suddenly the phone started ringing. BreakDown looked to the phone as it rings and is suddenly answered.

"Hello... Hello?" Faust's voice comes from the phone. BreakDown tries to speak, only to reach a hoof up when he realizes he can't speak. "Yeah, I cast a spell so you wouldn't interrupt me," Faust admits cheekily. "Now anyways, welcome to Freddy Fazbears Pizzeria! You know how I always get annoyed with you for forgetting to update? Well, you really need to learn your lesson! Anyways, I just wanted to leave a message for you since that's part of the game. You seemed to be having so much fun with it I thought, 'Faust, lets really teach him a lesson this time'!" BreakDown glares at the phone as he hears an evil chuckle.

"So anyways, with how much you've seen this game, you should know the rules already so have fun! Oh, and don't forget to be ready for Freddy," the ancient alicorn singsonged. A moment later the recording ended and BreakDown growled low in his throat. He then looked to the camera's and then pulled up the controls so he could look at the stage...

Bonnie was out already!

BreakDown scowled darkly. "Faust, I don't know where you are, but I am so getting you back for this!"

Faust still smirks evilly as the magic screen vanishes. She clears her throat and regards the audience with a much less evil smile. "As you can see, the author's well deserved punishment is already underway," she states with a nod. "Now, this was originally going to be a 'Q&A' chapter, however we only got one question from multiple readers. As such the chapter is less Q&A and more Bonus. That means that for the most part it will be based on that single question you all asked me," the ancient alicorn explains.

"The question everybrony asked was 'How Many Alicorns are there?' and 'What / who are all the other alicorns,' or something to that effect," the ivory alicorn explained. "As such we shall start this with the oldest Alicorn, me, and work our way up to the youngest of our number. Now please remember that while I do know quite a bit I am not aware of everything. As such it is very likely a few beings similar to an Alicorn exist that I simply don't know about," the ancient alicorn admitted.

"That aside I will try to keep the explanations concise while also occasionally making sure The Author isn't horribly maimed by his friends in Freddy's Pizzeria," Faust continued. She then cleared her throat and stretched her wings.

"Now, the oldest Alicorn is of course myself," she admits, "but that is not a go ahead to make cracks at my age," she states with a look. She then smirked darkly as she regarded her audience for a moment. "Course if you want to test me on that Freddy and the gang could probably use more company," she notes with a nod. "I am a former resident of Dream Valley, former student to Princess Majesty, creator of the Elements of Harmony, former Caretaker of Celestia and Luna, and guardian of the Grand Archives," she began.

"Now then, as you should know by now my field of influence is over creativity and imagination, as such I am comparable to a muse," the ancient alicorn begins. "As a result of this my mere presence can cause inspiration in ponies of all types. An example of this was when I brought about inspiration in Rarity despite only being in her presence a relatively short time. Another unfortunate example is the Necronomicon as it learned and grew more creative. This was more because it'd been in the tower alongside me for so long. This also means that despite my best efforts I can be the cause of some of the worst ideas ponies have," Faust admits.

"Not only am I the oldest, I am also the most powerful alicorn," Faust admits. She then grimaced and rubbed her temples with her hooves. "This is not me being arrogant however. As you have learned in the story Dream Valley was a magnet for ancient evils and monsters of great power. As such I grew up and had to defend myself. While magically I'm not the strongest I am far from weak. My greatest boon is, of course, my creativity and the fact I know how to actually fight unlike many of the others," Faust admits.

The ancient alicorn suddenly closes her eyes and her horn begins to glow. With a sudden flash she appears in a monotone world with a large mansion. Upon her arrival the ivory mare walks into the mansion passed a butler. She casually greets the butler and makes her way to the study of the next Alicorn. "Next in line is Mort, AKA Mortis The Black," she explains. With that she enters into Mort's study to see the Grim Galloper himself. He rests behind a desk with a stack of paperwork in front of him. He sees the ancient alicorn enter and tilts his head to one side.

"FAUST, TO WHAT DO I OWE THE VISIT?" Mort questions. Faust figited for a moment, she wasn't so enthusiastic about being around Mort. But she did have a job to do and questions to answer.

"Q&A day," Faust states and then clears her throat. "Now Mort was originally an Outer Unicorn from the outer tribes. In his youth he was blind and bound to his father. I felt bad for him when I saw him this way and taught him the 'Soul Sight' spell," Faust begins. She then folds her ears back and shoots Mort a look. "Of course Mort then saw fit to use that spell as a base and created the art of Necromancy. Mort is, as such, the father of Necromancy and it's only true master," the ancient mare noted with a nod.

"ACTUALLY THERE IS AN ARCH-LICH IN THE GRIFFON KINGDOM WHO IS ALMOST ON PAR WITH ME IN THAT RESPECT," Mort admits. Faust stops and stares at the pale pony with a frown.

"How powerful we talking?" she questions slowly.

"POWERFUL ENOUGH TO LITERALLY BLACKEN THE SKIES OVER A SMALL COUNTRY," Mort admits. Faust stares at the pale pony for a moment and then brings her hoof to her face.

"And you've never mentioned this before... why?" she questioned incredulously.

"I NEVER GOT A CHANCE TO DEAL WITH HIM BEFORE HE BECAME A LICH. DEALING WITH HIM NOW MIGHT BE A BIT TOO DIFFICULT. ASIDE FROM THAT HE ONLY BECAME AN ARCH-LICH TO KILL THE KING OF THE GRIFFONS A FEW CENTURIES BACK. YOU RECALL BLOOD-CLAW THE FOURTH OR BLOOD-CLAW THE BLOATED, YES?" Mort questioned. Faust stopped and thought for a moment, only to scowl deeply as she recalled that particular king of the Griffons.

"Oh yes, I recall how he let his subjects starve while he feasted every night until his death..." she remarked darkly. She then looked to Mort with an admittedly curious gaze. "So this Lich isn't a threat?" she questioned. Mort shrugged his wings in response.

"NO MORE SO THAN ANY OTHER LICH," he admitted. Faust stared at Mort, the pale pony stared back. Faust brought a hoof to her face while he watched her.

"..." All was quiet until Faust let out a breath through her nose.

"That really doesn't fill me with confidence Mort," Faust replied flatly. Mort nodded his head in agreement, then looked to some paperwork he still had to deal with. "Now then where was I?" she wondered and tapped her chin. She then clopped her hoof on the floor and smiled brightly. "Oh right! Mort became an Alicorn when he mastered all forms of death both giving and taking, this means that he had to die in order to achieve his state as an alicorn," Faust explained.

"FUNNY HOW YOU WERE THE ONE THAT KILLED ME," Mort suddenly noted. Faust turned and glared at the stallion. He merely sat there with his face hidden by the shadows of his hood. Not that he even had a face anymore, it was all bone and such now.

"Mort, be a dear and shut up," Faust growled. "In any case, Mort is the incarnation of Death and Decay. This means that Mort has control of all aspects of death and even Un-Death, which honestly isn't surprising. He was a necromancer before he became an alicorn after all. Now not only does he have control of death but decay as well, this includes a passive ability to induce rot in things around him, as such he can actually rot things by mere touch if he isn't careful," Faust explained. Mort stilled at that with what amounted to a haunted look on his face.

"THOSE POOR PONIES... I HAD NO IDEA A HOOF BUMP COULD GO SO WRONG," he murmured with a shake of his head. Faust choose to completely ignore that disturbing image.

"Now as Mort is second oldest he is also the second most powerful of the Alicorns. Despite some debate by ponies now, Death and Creativity are not evenly matched. Creativity is constantly changing and evolving, it is something that can in some ways surpass itself if given time. Death... Death is stagnation, as such Death never changes it always just is. That means that while Mort should be more powerful by now, he isn't because he can't grow stronger, or on the inverse, weaker," Faust explained.

"Moving on," Faust began and winked out of Mort's home. Mort stared at where Faust had been for a moment then sighed. He'd talk to her more later, for now he had to get back to his paperwork...

Faust appeared in a large familiar forest. The trees were large and grey, their leaves black and night. While little light was to be seen came from pinpricks between the leaves and branches. These small pinpricks looked more like stars than a true source of light. The ancient alicorn soon noticed something move and narrowed her eyes. She turned as a familiar tall pony lowered himself behind her. It was the faceless one, the tall stallion, the slender mare, Tree-Mane.

"Hello Tree-Mane," Faust stated with an incline of her head. She was formal with Tree-Mane. Mostly because she wasn't friends with it.

"..." Of course Tree-Mane's answer was impossible for the mundane to hear. Regardless Faust stood beside of Tree-Mane and looked to the audience.

"Tree-Mane, the faceless one, the tall stallion, the slender mare, and about a dozen other names. They all refer to this creature," Faust admitted with a nod to her side. "Unlike many other alicorns, Tree-Mane's origins are unknown, even to it," Faust admitted. Tree-Mane twisted its head to the side and then nodded. "Its true beginnings have been lost to time and circumstance, all that I know is that it first appeared in a small village in the Black Forest," Faust explained. She then closed her ears and pinned her ears back.

"His first appearance was when it began to steal away fillies and colts in the night. If they wandered into the forest it would collect them, if they actually saw it well that was basically a death wish," Faust admitted. Tree-Mane didn't seem to react either way though it twisted its head to the other side. "Further, when the ponies tried to set the forest on fire, Tree-Mane reacted... badly," Faust admitted with a visible grimace. She then shivered as Tree-Mane raised itself up high, looming over all beneath it ominously.

"If you wander into the forest you can actually still find traces of those poor ponies," Faust admitted, "but not all of them are just bones," she noted her ears pinned back once more. She then took a breath and shot a look at the tall pony. It regarded her for a moment then lowered itself down to its hooves. Its long branches twisted and then folded at its side in a twisted parody of an alicorns wings while Faust turned to look at the audience.

"Tree-Mane is the 'Alicorn' of Shadows and Fear, his power is the fears within a ponies mind. It can use these fears against them, twisting their perception of reality into a nightmare from which there is no escape. Constant exposure to Tree-Mane's power causes paranoia and what has been dubbed 'Slender-Sickness'. Due to his abilities with shadows, Tree-Mane can move itself where ever shadows exist, as such there is literally nowhere safe from it," Faust admitted. Tree-Mane merely tilted its head in response.

"Despite all in its favor, Tree-Mane is not the most dangerous alicorn alive. It is powerful, it is dangerous, but the rest of us can just as easily be considered dangerous. Because of its abilities with fear and paranoia it is often considered the most evil of us, these traits make it seem like it would also be the most dangerous. However to ponies like me, who have had to face our fears, Tree-Mane's powers are far less dangerous and it is less of a threat," Faust admitted. Tree-Mane didn't seem to react.

"Further, despite his abilities with fear and shadows, it has no magical abilities to use if it needs to fight. Typically Tree-Mane prefers to use a more psychological approach, using paranoia and fear to do away with enemies rather than outright fight them. While this can be a great tactic, it can also be dangerous. As proven with 'The Creatures' who do not have any fear its physical abilities are sorely limited and it can be hurt very easily," Faust explained. Tree-mane merely tilted its head.

"On occasion these injuries force open its 'white flesh' to reveal an oozing black mass," Faust admitted, "this ooze is in fact Tree-Mane's truest form. Tree-Mane is not a pony despite appearing as one, it is quantified as an alicorn more by way of power, longevity, and of course the fact we can't really call it anything else," Faust admitted. Tree-Mane tilted its head to the other side and then looked to the distance where an old ruined village was visible.

"Now I," Faust started only to notice Tree-Mane had vanished. She halted for a moment and then breathed a sigh of relief. Only to still at a far away scream... "I am so out of here," she stated and vanished in a flash. Faust reappeared in the kingdom of the Sea-Ponies. Around her neck the breath-choker given to her by them. She grinned as she saw a mildly surprised Aquaria. "Morning Riptide," she stated with a wave. The other alicorn arched a brow then smiled.

"Morning Auntie, is this visit business or pleasure this time?" the sea-pony queen questioned.

"Bit of both, some ponies asked how many alicorns were around," Faust admitted. Aquaria nodded only to ponder that herself.

"I must admit I'm a bit curious about that myself," the sea alicorn admitted. Faust smiled slightly to her surrogate niece.

"I'll send you a letter detailing all of us later," Faust assured. She then took a breath and grinned to the audience. "Now we have Aqauria, she is the Sea-Pony queen. But originally she was an everyday Sea-Pony by the name of Riptide. Her special talent was current manipulation, this allowed her to achieve speeds otherwise unheard of down here. She was also a rebel, constantly seeking danger and trouble, not to mention she invented several maneuvers Sea-Ponies use to this very day," Faust explained.

Aquaria looked to her surrogate aunt with a smirk. "Some pony has been using the notes I sent with her I see," the ocean mare noted aloud. Faust merely gave her 'niece' a look then turned back to the audience.

"Now then Aquaria is the Alicorn of Sea and Healing, meaning she has power over the oceans and an ability to heal. As an inversion of Mort, Riptide has a passive ability that literally causes ponies to have healthier longer lives than strictly necessary. This can be seen by the fact the oldest Sea-Pony is around two hundred and still very spry for her age," Faust explained. Aquaria smiled as she thought of her friend, well one of them since she had a great many friends. Most of whom tended to live very extended lives.

"Needless to say, some other Alicorns are annoyed by the fact she alone has this ability," Faust stated flatly. Aquaria merely shrugged, it wasn't like she could control what was essentially a passive ability. Nor was it her fault none of them had a similar ability to her. "Anyways, she is the fourth oldest of our number, as far as I know, and potentially one of the most powerful beings in the entire ocean without Squirk around that is," Faust explained. However she then noticed Aquaria hum and let out an internal sigh.

"Technically speaking auntie, the Dazzlings used to be a bit of a problem," she admitted.

"Didn't you banish them to another universe," Faust questioned.

"Well yes, but my point still stands," Aquaria admitted. Faust merely shot her a look then rolled her eyes.

"Now while Aquaria is an exceptionally talented sea-mare, this doesn't mean she's powerful. She is, in fact, one of the least outright powerful Alicorns when you look at her combat ability. She even needs a suit of armor to take on an old ghost!" Faust explained. Aquaria winced and shot her 'aunt' a look.

"You still haven't forgiven me for that?" she questioned with a blush.

"Nope," Faust replied with a smirk. "Anyways, she is primarily a healer, not a fighter, despite her rough and tumble nature. I personally think that its karma getting back at her," Faust admitted. Aquaria merely rolled her eyes. You send a few dozen sharks to parts unknown with currents and suddenly Karma is against you... "Among many other things, Sea-Pony biology has been affected since Riptide began her rule. They have gained forelimbs as a result of continuous breeding with sailors who were lost at sea," Faust explained. Aquaria tilted her head and looked to her 'aunt' she then grinned.

"We treated them very well," she assured. Faust sent her 'niece' a look in response.

"Did you let any of 'em leave?" the ancient alicorn questioned. Aquaria looked thoughtful for a moment then grinned.

"They kind of didn't want too," the ocean alicorn admitted. Faust stared at her bluntly for a moment then brought a hoof to her face and groaned.

"Sailors," she muttered. Aquaria idly nodded her head, a smile across her face. However the smile soon died and she leaned back in her throne.

"Admittedly though, I personally never had much if any fun with them," the sea alicorn admitted. "There isn't much point too having fun with sailor ponies considering I'm immortal and can't have foals myself," she stated with a sigh. Faust merely cleared her throat and didn't think about that. It was the most common thing alicorns shared between one another. They were immortal and incapable of having foals of their own...

"Now then, Riptide is the ruler of the Hippocampi, who are a subset of the Sea-Ponies. Another Subset are the 'Mer-Mares' who have been seen on occasion and resemble the more traditional Sea-Ponies, only are much bigger. The last subset are Sirens, larger Sea-Ponies who use their musical abilities for more... nefarious purposes," Faust explained. Aquaria nodded with narrowed eyes as she recalled the Dazzlings. She also made a note to have them executed if they tried to get back...

"Now moving on," Faust stated and vanished in a flash. Aquaria arched a brow for a moment then sat back with a pout. As ruler of the Hippocampi she had quite a bit of work to do. Unlike normal ponies Sea-Ponies tended to be very... active. Unfortunately this didn't mean they did their jobs, no, they preferred goofing off to doing work. As such she'd likely have to get them all back on track a few thousand times a day.

'Sometimes it's not easy being queen,' she inwardly admitted.

BreakDown really didn't like this. He twitched as he closed the door on his right again. Chica was being a jerk and standing outside that door almost constantly. 'Keep the chicken, now where is Bonnie?' he wondered to himself. He quickly checked all of his cameras to look for the purple bunnie. He groaned when he found it sitting in the broom closet. 'Why?' he wondered to himself only to sigh. He then checked for Chica outside of his door. Thankfully the chicken had decided to mess with the kitchen instead.

He then checked on Foxy in Pirates Cove and grimaced. He was looking out from the curtain and staring at the camera. Suppressing a shiver he then checked on Freddy. Thankfully the bear hadn't moved since last he checked on him. BreakDown immediately put the tablet down and checked the doors. Bonnie's face appeared in the darkness and he quickly hit the button to shut the door. Letting out a breath BreakDown looked to the other door. Thankfully Chica hadn't decided to come back to bug him.

Instead BreakDown checked the camera's again only to halt. He could see several posters in one of the cameras and widened his eyes. On it was a familiar vision of a child crying. Triplicated and lining the hall. The brown pegasus shivered and then went back to work on not dying. He checked outside the right door and opened it when he saw Bonnie's shadow wasn't present. He then checked the right and didn't see Chica so moved on. He checked on Foxy only to close the door to his left when he saw he wasn't there anymore.

Though the sign that said 'Its Me' made things just a bit more unnerving.

He heard a bang against the door and let out a breath. He noticed his power was dwindling and lowered his tablet. He checked outside of the doors, nothing was present. He opened them and then let out a breath as he tried to think of a way out of this situation. Barring that he was trying to think of the most painful way he could get revenge on Faust. He allowed these thoughts to continue before checking around and quickly shutting both doors. Bonnie and Chica were really active tonight.

He also used the tablet to check on Freddy and widened his eyes...

He was gone...

Faust arrived in Canterlot, she looked around to make sure she hadn't hit any bumps on the way. She then nodded and winked to the castle. Once there she walked inside, nodded to the guards and went to the throne room. There she found Celestia and Luna, the younger sister looked rather bored while the older listened to a stallion drone on and on about something. Faust arched a brow and cast a quick freezing charm, not the typical freezing charm, one that literally froze him in a moment. As such he would have no memory of ever being frozen and simply continue with his droning after she was finished.

"Mother!" Luna declared happily and galloped to the older alicorn. Faust nuzzled the lunar mare for a moment then trotted to Celestia, the solar diarch arched a brow.

"I take it there is a reason for this unexpected visit?" she questioned.

"I was asked about how many alicorns there are," Faust replied with a shrug.

"Truly, we have oft wondered that," Luna admitted. Celestia had as well, she had a fair idea how many of them there were of course but she could use a little confirmation. Although she admitted the likelihood of Faust giving her a straight answer was slim at best.

"So I take it we're next?" the solar mare questioned. Faust simply nodded and then cleared her throat.

"Celestia and Luna, AKA Celestial Majesty and Lunar Glory, they are the alicorns of Light and Balance," Faust began. Luna blinked and looked to Celestia.

"I thought we were the Sun and Moon," she admitted. Celestia smiled slightly in response. A lot of ponies tended to make that mistake.

"We are, but our element is illumination in general Luna," the solar alicorn replied.

"Hey!" Faust stated and the sisters were silent. "Anyways, these two got their cutie-marks for moving the sun and moon. They were also alicorns before they got their cutie-marks," Faust admitted with a frown. Luna tilted her head and looked at her mother curiously.

"Mother, how is it we became Alicorns before finding our talents?" she questioned. Faust frowned and shrugged her shoulders in response.

"I have like a dozen theories but the most likely is that being close to me and Tree-Mane for some many years had a something to do with it," she admitted. Celestia shuddered as she remembered Tree-Mane. It was that horrible thing's fault that she was so terrified of spiders after all! "Now then, Luna and Celestia represent the sun and moon, but back when they were fillies this wasn't always so obvious. Celestia was bookish and Luna had a love of adventure and pranks a mile wide," the ancient alicorn noted.

"We have come to enjoy pranks once more," Luna admitted.

"With help from Pinkie Pie," Celestia added with a smirk.

"Aye," Luna admitted and looked away from her sister.

"Yeah... anyways, when they originally left my tower to stop Discord they were of course surprised that he had left on his own," Faust continued. Celestia frowned deeply and sighed.

"Apparently he was bored of ruling the ponies and went to find something more amusing to do," she noted. Luna nodded her head with a frown.

"In any case," Faust stated with a glare on Celestia. She was kind of getting sick of every pony interrupting her. "When they came to the pony lands they met Starswirl the Bearded in his youth. Now they were also still young at the time but since I had taught them they in turn taught him what they knew of magic. At which point Starswirl quickly found a proficiency for creating spells and went on to become the arch mage of the unicorn kingdom," Faust continued. However as had been the case Luna added her own two bits.

"Aye, Starswirl was a grand student, we wish only that he had been slightly less gruff," Luna admitted.

"True, and then we became Alicorns and looked even younger than we had before," Celestia added. "I found that kind of fun, especially when Starswirl took us as 'students' to help us find our talents, not that it helped with our parents of course," she admitted. She also wished their birth parents had at least taken a token interest in them. Outside of them being the rulers of Equestria later on that is...

"Twas not fun for us Sister, twas strange and annoying," Luna noted flatly.

"Yes, well after Celestia and Luna attained their forms as Alicorns they were eventually made rulers of Equestria. At which point they started to build a castle in the everfree and learned that Luna has the ability to communicate with most species, including Manticores," Faust explained. Luna smiled as she recalled her Manticore friend, she then frowned and wondered if he was still around, or if he had had descendants in the Everfree...

"Eventually they discovered their talent for raising the sun and moon, the tree of harmony, yadda yadda," Faust noted with a roll of her hoof. Celestia looked at Faust with an arched brow. She wondered why she seemed so impatient today. "Now as you should know, Celestia and Luna are essentially linked to the sun and moon. This link grants them increased magical ability and even alters their physical forms slightly, Luna is actually adorable and Celestia is an off shade of pink," Faust explained. Celestia grumbled under her breath while Luna snickered to herself.

"That shade of pink is a result of her trying a spell to gain her cutie-mark early going awry, instead it turned her bright pink," Faust continued to explain. She had an amused smirk on her face while Celestia glared at her. Luna however burst out laughing and fell onto her side. She too received a glare from Celestia for her trouble. Luna soon took a breath and sat up with a wide grin.

"Come now sister, certainly the mare who invented 'Chuckle-Lot' can appreciate a little self-depreciating humor due to your foalishness as a filly," the lunar mare stated. Celestia muttered under her breath and Faust went back to her explanation.

"Now while Celestia and Luna are both powerful, neither are especially dangerous unless angered. Celestia is the more defensive and Luna the more offensive. While Celestia can fight, and well I might add, she prefers a tactical approach and defending her allies rather than outright fighting. Luna makes up for this with a brash harsh and quick style of combat when motivated, while the need for her to fight has been minimal in this era, in their early days she was needed to make use of her abilities quite often," Faust explained.

Faust then frowned deeply and glared at the two. They glanced at one another and looked at the older mare questioningly. "And before anyone mentions the Changelings, these two purposely allowed the elements, Shining Armor, and Cadence to deal with that," the elder mare stated. Celestia grimaced and looked away while Luna shot a look at her sister.

"We told thee it was a bad idea," she muttered quietly.

"It worked didn't it," Celestia responded. Faust rolled her eyes and went back to her explanation.

"Aside from that Celestia has also had problems like Cockatrice and other such creatures, she had Spike help her in that fight despite not needing it and the elements requiring help against invading Changelings, before then shes had ponies help her defend Canterlot despite yet again being perfectly capable of fighting. Celestia says she does so because she believes it will help them learn. Because she doesn't want her ponies to depend on her because she is more a teacher than anything, and prefers that to all other tittles," Faust continued to explain. Luna looked at her sister with a flat expression.

"Sister, we believe we may need to have a talk about thy heavy hoofed teaching methods," Luna stated flatly.

"Oh, and did I forget to mention she had the elements face a dragon once?" Faust suddenly questioned.

"She did what!?" Luna demanded.

"Anyways I have other places to be, later Celly, Lulu," the mare started and winked out of existence. Celestia grimaced internally. Luna was now glaring at her eyes demanding an explanation. Worse was that the stallion from before was now back to droning on and on in a dull monotone. Not for the first time, she wondered why Faust took so much amusement out of picking on her.

Faust reappeared in a world of sand. Among the sand were bits of and pieces of strange things. Metal limbs and what resembled broken pepper pods. Around the sand was a vast void, a schism of sorts. It was a place where time had no meaning. Soon however she spotted the mass of twisting turning gears at the center. There sat Clockwork Gears, and she approached him from behind calmly. He glanced back to see her and grinned.

"Ello Faust," he stated simply.

"Not going to ask why I'm here?" Faust questioned. The time stallion's eyes twinkled as he merely grinned in response. "Right, I almost forgot who I'm talking too," Faust noted with a shake of her head. She then cleared her throat and looked to the audience with a smile. "Clockwork Gears, Temporal Machina, The Lonely God, The Time Lord, he has many names and even more tittles. He is the lord of Trottingham and a vastly powerful Alicorn for he controls Time and Machines," Faust explained. Clockwork raised a hoof and waved.

"He is also a little crazy as a result of his trip through the time vortex," Faust admitted. Clockwork merely shrugged his shoulders. That wasn't exactly incorrect after all. "Clockwork was originally named Temporal Machina, and his special talent was telling time. He used this talent to create clocks and other measures of time. Eventually he also created a time-machine, however it backfired and trapped him in the Time-Vortex," Faust explained. Clockwork then interrupted her with his own two bits.

"While trapped in the Time-Vortex all time lost meaning, I could've been there for a million years or a million seconds and it wouldn't have mattered. I lost my sanity while I was there, got bored of being insane and got back to normal, and then finally tried to find a way out," he explained. He then rapped his hoof four times and let out a sigh. "Though not before the drums in the time-vortex got a bit stuck in my head," he admitted. Faust looked a little uncomfortable with that as she cleared her throat and continued.

"Yeah, anyways Clockwork's original body was elderly so it was unable to sustain itself in the Time-Vortex. As a result he ascended, because he mastered time. In doing so Clockwork became an alicorn, of sorts. His truest form is immaterial more like a golden mist or flame than a pony," Faust noted. Clockwork nodded his head. "However he is the master of machines and so he used that and the pieces of machines to build himself new bodies in order to walk among ponies," Faust explained.

"Right! It was a bit confusing of course since I wasn't always able to control the end product, specially that one time I ended up as a mare," he noted mostly to himself. Faust looked at Clockwork strangely and then shook her head with a sigh.

"In any case Clockwork can be considered one of the significantly powerful Alicorns. This is because he can manipulate time, for most foes all he needs to do is speed up time and or dump them in a different time period. He finds both ways useful for dealing with the forces that have come out to face him," Faust explained. Clockwork idly looked around and whistled as he listed a few other ways he had gotten rid of them in his head.

"Among other things Clockwork's presence can make time fluid. This allows him to move through time at a whim and to bring other ponies with him if he needs too. Often times Clockwork has had companions, allies, and other such ponies or other beings who have followed him on his journeys. Sometimes he has friends he likes to visit in certain time periods and keep an eye on beings who will be important to history. Plainly put, Clockwork likes to jump around history," Faust explained. Clockwork made not attempt to deny this and instead grinned widely.

"I also hop around the planet," the time-stallion stated and then tapped his chin, "you know Griffany is beautiful in the spring." Faust rolled her eyes and then considered things for a moment. A grimace crossed her lips as a result as she remembered what else Clockwork did for Equestria.

"Yes well, Clockwork is also an early warning for when certain otherworldly horrors start showing up," she admitted. Clockwork's smile faded and a shudder traveled the length of his spine. Otherworldly horrors didn't necessarily mean aliens, it meant far worse things that had visited their tiny world. Things he was not at liberty to discuss or even think about without having a way to make himself forget on hoof...

"Can we please skip that bit," Clockwork pleaded. Faust silently nodded her head, only to frown.

"Have you managed to find The Necronomicon yet?" she questioned. Clockwork grimaced and let out a tired sigh.

"West Wind has it again," he replied. Faust shivered and rubbed her forelimbs as if suddenly stricken by cold.

"Great, the pony who likes reviving the dead and replacing her own body parts has that stupid book," she muttered to herself. "Have you gotten Mort to look for her?" she questioned.

"Herr West likes to hide in places we really can't go," Clockwork replied.

"So Griffany then?" she questioned. Clockwork silently nodded his head. The ivory alicorn let out a grunt and brought her hoof to her face. "Great, I'll have War-Helm talk to the Griffon king, that book is too dangerous in any thing's hooves or hands or claws or whatever!" she stated. Clockwork nodded his head in full agreement with the ancient alicorn. "Anyways I best be off Clockwork," she stated and vanished in a flash. Clockwork however looked to his turning gears with a serious expression. The future was never completely certain and that really worried him...

Faust reappeared in the Crystal Empire. She looked around for only a moment before she winked to the castle. Inside she found Cadence resting on her throne. She looked a little sleepy, though more from boredom than anything else. Faust approached and the pink princess' was instantly more alert.

"Hello Miss Faust, how are you today?" she questioned. Faust smiled and approached the other mare.

"Fine, some ponies asked me about all the alicorns and I figured I'd get a list of 'em," she explained. Cadence seemed interested, though that was not surprising. A lot of the alicorns were curious about one another.

"Okay, so you're here for me now?" Cadence questioned. Faust merely nodded her head and then cleared her throat.

"Princess Mi Amore Cadenza," Faust began and got a look from Cadence. "Otherwise known as Princess Cadence," she added and Cadence sat back with a nod. "She is the princess of Love, simple as that, she is also the second alicorn to have healing type magic alongside Queen Aquaria," Faust explained. That caught Cadence by surprise and she looked at Faust with a pout.

"You know it's a bit unfair I still haven't gotten to meet this queen pony," Cadence noted flatly. Faust smirked despite herself.

"She's meeting Celestia in Canterlot for talks soon, maybe you could show up there and meet her yourself," the ancient alicorn suggested. Cadence frowned in thought and considered that potential idea. "Anyways, Cadence is the ruler of the Crystal Empire, wife to Shining Armor, and most importantly one of the nicest mares you could ever meet. She started off as a Pegasus in Cloudsdale, however she mastered love and ascended to become an alicorn," Faust explained. Cadence blinked at that and looked to the older mare.

"Technically one cannot truly master love until they find love for them self," she stated sagely. Faust smiled and nodded her head in agreement.

"Yes, but you certainly mastered Love more fully than my old friend Heart Throb, she was... well, she had very strange views on what love should be like. She was also a hopeless romantic and well," Faust left hanging and Cadence grimaced.

"Ah, I've met her type before," she admitted. She had in fact met a great many ponies like that, unfortunately they always seemed to think she could solve their relationship woes. Most of the problems with their relationships were how they wanted them to be perfect or something. She sighed to herself and rubbed her face with a hoof just thinking of how those relationships would fail even when she had tried to help them...

"Yeah, she did get better but she always had this idea of how romance should be," Faust admitted with a grimace. It was that one reason that Heart Throb hadn't ascended herself. Her own foolish idea of how love was rather than realizing what it was like Cadence had. "In any case, Cadence isn't the best fighter as most ponies can probably imagine," Faust noted aloud. Cadence nodded her head, though she could fight she was worse at it than Twilight.

"I'm a lover, not a fighter, its pretty apt in this situation though I can make a descent shield," Cadence admitted. Faust nodded though looked at Cadence sheepishly.

"Although Shining Armor is better at defensive magic," she noted. Cadence sighed and nodded her head. "Although, when Cadence gets angry this might not be the case. While Love and Hate seem different they are similar enough that when Cadence hates some pony, she really hates some pony with all her heart and soul," Faust explained. Cadence could literally count on her hooves how many ponies she truly hated. She didn't like that she hated them, but they had all done something or other to earn her ire...

"A rather well known rumor is that Cadence can force ponies to fall in love. However this is the farthest thing from the truth, she requires that the ponies in question feel something for one another. If they hate one another her powers typically have no effect on them. If they are indifferent then this is assured. Now if they are friends she can sometimes mistakenly cause them to deepen the relationship by accident," Faust admitted. Cadence blushed and brought a hoof to her face.

"It only happened once! Once! It wasn't like I knew they were only friends at the time!" she exclaimed with a blush. She then sighed and slumped in her seat. "It's also kind of funny since they're still together," she admitted. Faust blinked at that tidbit, not too surprised by it if she were completely honest. Instead she cleared her throat and looked to the audience once more.

"Now then, there's another very misguided rumor that close proximity to Cadence, like with me and inspiration, causes ponies to more easily fall in love. Rather, close proximity to Cadence actually causes ponies to locate a pony they truly love more easily. This has been tested and rather strangely most ponies who end up together after spending a time with Cadence nearby have admitted to having always wanting to get together but being too scared to try. We've even seen situations with best friends getting together despite fears for their friendships," Faust admitted. Cadence grinned sheepishly in response.

"Yeah, I also have a lot of guards who are married as a result," she admitted. Faust rolled her eyes and took a breath.

"Anyways, now I need to head out, bye Cadence," Faust stated and vanished in a flash. Cadence rolled her eyes with a smile and then sat back with a bored look on her face. Sometimes she wished she had something to keep her occupied...

Faust appeared in a cold snow covered land. She looked around for a moment and then winked to a nearby castle. It was less ornate than Canterlot Castle or the Crystal Palace. Instead it seemed sturdy and of course strong. She trotted through it's many halls avoiding several sets of armor until she came to the main throne room. Therein sat War-Helm 2.0. The 'stallion' of sorts sat there and arched a non-existent brow as she approached him.

"Making a list of alicorns," she stated crisply. War-Helm merely nodded his head. He was curious about such a list himself, he might ask Faust or one of the others for it so he could meet them all later. "Now then, War-Helm is the Alicorn of Destruction and Violence," Faust began. War-Helm made no move to change, alter, or correct the mare for she was correct. He had to make a very prominent effort to hold himself back however as his power had a tendency to increase his anger.

"The original War-Helm was also known as the 'Black Pony Knight' and became an Alicorn when Celestia and Luna battled him and caused his body to disintegrate. However prior to that fight War-Helm had bound himself to the sun and in doing so absorbed some of Celestia's magic which allowed him to continue to exist. Unfortunately his new state of being exasperated his already insane mind to the point became a rampaging beast," Faust explained. War-Helm nodded his head. That idiot had been a disgrace to true predators...

"I was eventually forced to lock War-Helm in my tower and split him into pieces. However when my tower was invaded by undead he was also destroyed in a battle against a reborn Light-Bringer. War-Helm was then resurrected, or rather a new War-Helm was born, by the use of the 'Mad Crown' created by an ancient Griffon king. The new War-Helm is significantly more calm and far more powerful than his predecessor. He is considered a master tactician with thousands of years worth of experience in war," Faust explained.

"You flatter me," War-Helm spoke for the first time. Faust smiled nervously and then cleared her throat.

"Of course despite this War-Helm has admitted that he will sometimes feel the same urge to destroy and burn anything in his path that his predecessor did," Faust admitted. War-Helm twitched slightly but made no other reaction. Faust was correct after all. The voices were more quiet in his head but they were still there. He would occasionally lose his temper when sufficiently provoked though that was hardly anything new for him.

"Like several other Alicorns, War-Helm has a natural passive ability. This ability is that his mere presence inspires increased violence around him. This can be used to devastating effect of course, as it can cause ponies who would otherwise be peaceful to lash out at any pony around them viciously," Faust explained. War-Helm merely rolled his eyes, wasn't like he did it on purpose after all. "As a result War-Helm has located his 'home' in the land of griffons who are less affected by his presence than a pony," the mare continued.

She then stopped and looked at the flaming warhorse curiously.

"Say, why aren't they affected like ponies?" she asked curiously.

"When I was still the 'Mad-Crown' it was my instincts as a predator that caused the insanity in ponies. I believe this is similar but instead of having to wear me it is simply being too close to me that causes it. Predators aren't affected by my instincts because they are also predators," he replied. It was honestly the only explanation he currently had for that particular phenomena. Not that he cared enough to look too deeply into it of course. Faust accepted that explanation and cleared her throat once more.

"Now then of course War-Helm is a high-tier Alicorn in terms of raw power, he is also extremely dangerous, due in no small part to the fact he controls fire, yet I am still considered the most dangerous for a number of reasons," Faust began and was interrupted by the alicorn in question.

"Not the least of which is your proficiency with charms, wards, and enchantments. Any of which you can utilize to absolutely deadly effect on a number of different situations. Such as when you drew in-numerous runes in mid-battle to decimate your opponents," the flaming war-stallion noted aloud. Faust blushed slightly and chuckled nervously.

"It wasn't that impressive," she insisted. He arched his non-existent brow yet again and stared at her.

"You then slammed a magical construct in the shape of a hammer down on it repeatedly until it stopped twitching," he stated flatly. Faust grimaced as she remembered how that had panned out.

"Yeah... my temper can get the better of me too," she admitted. War-Helm snorted and wondered what she considered overreacting if that was simply her temper getting the best of her. "Anyways, War-Helm I was wondering if you could keep an eye out for Herr West Wing, she apparently managed to get her hooves on the Necronomicon again," Faust requested. War-Helm's eyes narrowed and the flames that made up his mane and tail surged.

"I will do so, however despite my intentions the Griffons still distrust me, I will need you to be patient," War-Helm stated. Faust nodded her head. She knew that despite being a predator himself, War-Helm wasn't exactly well liked by other predators. "If you are truly worried then perhaps you should speak with her about this instead. The Griffons seem rather fond of her after all," he offered. Faust idly inclined her head then vanished in a flash of light. When she was gone War-Helm let out a gout of flame from his nostrils, or rather the slits in the front of his helmet, and closed his eyes...

Faust reappeared in Ponyville. A few ponies walking down the street waved and she waved back with a smile. She then trotted to the familiar tree-shaped castle in the center of town. 'Kind of an eyesore,' she admitted to herself. Not that it was necessarily a bad castle it was just that it didn't seem to fit in with the rest of Ponyville. However that wasn't really a problem she had to deal with on most occasions. As such she simply made her way into the castle and cantered into the throne room.

Only one pony was present and she was sitting in a throne staring at a picture.

"Morning," Faust offered. The pony in questioned blinked and looked up. Red eyes stared at Faust for a moment before she arched a brow.

"Hello Faust," Nocturne, formerly Twilight Sparkle, stated with a nod. "To what do I owe the pleasure of your visit?" she questioned. Faust grinned and trotted over to the significantly smaller alicorn.

"I'm making a list of all known Alicorns," she replied. Nocturne arched a brow and then hummed.

"That would be a worthwhile endeavor, but I must ask why you specify 'known'?" the other alicorn questioned.

"Because the Discordian Period was crazy and I have no idea if any alicorns ascended around that point," Faust admitted with a tired sigh. Nocturne nodded her head in understanding. The Discordian Period was the stuff of nightmares for many a historian. Whatever texts were still legible were basically gibberish after Discord was done with them. A sudden thought prickled at the back of her mind and she looked at Faust unsurely.

"Is Discord among that list?" Nocturne questioned. Faust shook her head in response. Nocturne nodded and was thankful for that much. No offense to Discord but they had enough crazy among their ranks without him being added to it.

"Now then, Twilight 'Nocturne' Sparkle is perhaps the youngest current Alicorn and former student of Celestia. She is the alicorn of Magic and Friendship as you well know," Faust began. Nocturne idly wondered who she was talking too but decided it wasn't that important. Pinkie Pie did this kind of thing a bit too often for her not to get used to it. "Now this means that she is able to, of course, use most spells and has more magical potential than a great many ponies, including most Alicorns, and is also proficient at making friends or helping friends with their problems," Faust further explained.

Nocturne merely remained silent.

"Now like some other Alicorns Twilight's presence can be considered to cause friendships to be much stronger. Unlike Cadence however, she is unable to directly channel this ability. Despite seeming otherwise this power is truly non-invasive, instead of forcing ponies to like one another it merely causes a sense of calm around Twilight that relaxes ponies and other creatures and allows them to more easily speak to one another without bias. Since becoming an alicorn Twilight has used this ability to negotiate peace treaties with many other species," Faust explained. She then hummed thoughtfully and looked to the lavender mare.

"Oh, speaking of other species, Twilight I need you to talk to the griffons at some point. Some of them seem to be helping West Wind and she has The Necronomicon again," the ivory alicorn asked of the younger alicorn. The little lavender alicorn frowned to herself. She recalled West Wind from the last report from Mort. She was insane, to say the very least, as she liked to rip ponies apart then put them back together. Although when she did put them back together it wasn't necessarily the way she found them.

It didn't hurt that her history with the Necronomicon was well-known to her...

"I'll be sure to alert them to the dangers of her presence. At least a few of my friends in the Griffon Kingdom will undoubtedly keep their eyes out for her," Nocturne assured. Faust smiled and nodded her head. She then turned back to the audience.

"Now, Twilight is like me in that she has had to actively fight a great many times in her life, in no small part thanks to Celestia. As a result Twilight is often sited as the second most dangerous alicorn just behind me," Faust explained.

"I'm second because of that one time you decided you'd had enough of playing around and crushed the Griffon King without any mercy," Nocturne stated in a monotone. Faust grimaced but in her defense the stupid grif had slapped her flank. She was nice a majority of the time but she took offense to that kind of thing!

"I didn't kill him," she reminded. It was a weak defense since she knew what happened to the poor griff.

"He was in traction for a year, and then he couldn't eat solid foods ever again," she reminded flatly.

"Okay so I might've overreacted just a bit," Faust admitted. Nocturne arched a brow and Faust muttered to herself.

"Need I remind you of what you did to Spike," she stated. Faust frowned and looked at Nocturne with an arched brow.

"Elder or kid?" she questioned.

"The elder," Nocturne replied.

"So? I've done that to him a million times!" Faust defended.

"He's bigger, meaner, tougher, and outright more dangerous than all the other dragons and you flipped him on his back and forced him to say uncle with only your magic," she stated flatly. Faust grimaced once more and rubbed the back of her neck. In her defense Spike tended to get a bit full of himself and she was used to knocking him down a few pegs. She'd never really thought about how it looked to other ponies, or dragons, or griffons that she was taking on the biggest beast on the planet and winning with minimal effort...

"Well when you put it that way," she muttered quietly. Nocturne merely rolled her eyes. Sometimes she felt like Faust didn't take her own power at all seriously. She was dangerous, yes, but there was a very good reason she was considered so dangerous. The faster she realized that was the faster she could make an honest attempt to hold herself back. Then again this was the mare whose temper was literally the stuff of legends.

"In any case Twilight, have fun and say Hi to Pinkie and Fluttershy for me when you see 'em next," Faust asked. Twilight silently nodded her head and then frowned.

"Where are you going next?" she questioned. The ancient alicorn sighed and glanced at a nearby clock with a frown.

"I actually need to collect some pony I was teaching a lesson about getting things done," she replied. Nocturne arched a brow for a moment then watched as Faust vanished in a flash. Nocturne let out a sigh and closed her eyes, she then lifted the picture she had been looking at before and slipped it into her armor. She tended to wear her combat Regalia more often than was strictly necessary. Sometimes she would wear her other clothes, but most of it was a bit uncomfortable...

She really needed to find out what Mort made her combat regalia from, it was insanely durable not to mention comfortable.

Faust appeared in Freddy Fazbear's Pizzaria and looked around curiously. The animatronics were all in their proper places, she also noticed it was a few minutes before twelve. 'So second night,' she mused to herself. She trotted through the place and went down one of the halls to the security office. However she halted and widened her eyes at what she found. The sight being that the straps that had been used to hold BreakDown into his seat looked to have been ripped apart.

"Um... well, I'm sure he's okay," she assured herself. She knew of only one place he could hide. She checked the broom closet however it was empty. She shifted uncomfortably as she slowly made her way to the back of the building. Inside she found a Freddy Fazbear costume... but it's head had been ripped off. 'Wait, what?' she wondered to herself. She turned to see Freddy was still on stage, then turned back to the one in the back.

She circled the disabled bear and noticed a familiar hand-print on its face. 'So it's the normal Freddy,' she noted to herself. Though she wondered why it's head had been ripped off. Unless it had done it to itself in which case that one poster that sometimes popped up was even creepier than normal. Instead she hummed and trotted out of the back room and continued to look fro BreakDown. She then noticed when the clock turned over to midnight. She was about to wink out of the place when she heard a phone ringing.

Admittedly curious the mare trotted into the security office and hit a glowing red button on the phone therein.

"Uh, hello? Hello?" BreakDown's voice came out. Faust frowned slightly and wondered what the author was up too this time. "Now if you're Faust, well I'm sure you had fun with this little idea of yours, but things are about to get really interesting for you," he stated. Faust rolled her eyes, less than afraid of whatever the author had in store for her. Possessed animatronics or not. "You see, I didn't get loose last night as you're probably thinking by now, no, but boy did I have a good run. Despite that I figured out a way to get back at you regardless," Breakdown admitted.

"Wait, what?" she questioned. She then noticed a familiar distant laugh echo through the building.

"Yeah, you see the animatronics in this place are possessed by angry spirits. You undoubtedly know that already, but then I suddenly had this idea. Even if I don't make it out of this place, well, lets face it Faust I'm going to get you back. So don't bother trying to wink out of there, I've made sure that won't work," BreakDown assured. Faust shifted uncomfortably as a plethora of disturbing sounds started to echo in the building. "What's more, if the rumors about the phone guy are correct then the animatronics were willing to leave the building just to get to him," the author mused.

"What does that have to do with anything?" the ancient alicorn mumbled under her breath.

"Now I'm sure you're a little curious about why I'd mention something like that. Well, the thing is that means these guys really wanted to get their revenge. Given it's kind of your fault I ended up in whatever position I'm in right now, well, I'm really going to want to get back at you," the author stated simply. "As such I'll give you some advice that should be obvious, get ready for Freddy," the author stated ominously. She then stopped as she heard the sounds of Freddy screaming in the background.

Then everything went deathly quiet until she heard something being dragged off...

'Oh that's not at all bad,' the ivory mare thought sarcastically. She then lifted the tablet in front of the security station and flipped through a few cameras. She confirmed that Freddy was on the move as he wasn't where he was supposed to be now. However the other animatronics weren't moving at all. Instead they were just staring at the cameras. Chica was down the left hall. Bonnie was in the back room. Foxy was looking out from his curtain. So where was Freddy?

She stilled and widened her eyes as a laugh echoed once more. However it was far too close for comfort. She turned to either side to slam the doors shut however they made a familiar sound. 'What? Why won't they close?' she inwardly demanded. However she then stilled and turned around. Standing directly behind her was Freddy Fazbear. Two white pinpricks loomed in the dark before he leaned down and she found herself staring into a pair of familiar green eyes.

"Oh buck me," the ancient alicorn muttered. 'Freddy' tilted his head to one side and his eyes narrowed on her dangerously. A moment later he grabbed Faust's withers and lunged forward, jaws wide open...

SKREEEEEEEEEEEEEEEEEEE-AAAAAAAAAAAAAAAAAAHHHHHHHHH!

...

Faust arched a brow while 'Freddy' looked at her unsurely. She smirked at him and shook her head. "BreakDown I'm a nigh immortal being, why would I be afraid of a giant simulacrum screaming in my face?" she questioned with a humorous tone. 'Freddy' frowned, or tried too given he was an animatronic, and glared at her. "Now let me go so we can get out of here," she ordered. 'Freddy' released her and crossed his arms. "Oh don't pout, you're not really real so I can easily get you put back to normal for next time," she assured.

'Freddy' started to make grumbling noises as his response...

TBC...

Author's Note

I blame Five Nights at Freddy's for why I haven't updated in so long... well that and a few other things I've been playing. In any case really sorry about how long it took to get this out. I meant to have it out a week after the last chapter but yeah... err, well Faust did try to get back at me for that. But what can I say, that kind of backfired on her... if she wasn't immortal that is... not to mention the fact she can make herself immaterial... okay so I can't really get back at her. She's my muse for one thing, and for another it's near impossible to get back at something like her...

Sigh...

Oh well, on to the next chapter! Hopefully I won't take forever with it too.

Special: Mother's Day 2

Not a part of the main story, not necessary to read, just something a little light hearted special for mothers day...

Special:

Mother's Day 2

Faust slept soundly in her bed. Albeit she was sprawled out across it from haphazardly jumping in the night before. She didn't snore though, so at least no one could accuse her of that. However her ear flicked to the side at the sound of the door opening. Despite it she remained asleep, quietly breathing. A familiar, yet older, blue filly tip-hooved towards her. She then grinned and jumped onto her bed. "Wake up!" the filly exclaimed. Faust woke with a start, she yelped and then fell off of the bed. Little Luna watched her and giggled.

"L-lulu," Faust began as she climbed up her bed. Her mane was a tangled mess and her eye twitching. "Why did you scream like that?" she demanded. The older-filly grinned and raised her hooves high.

"Cause today is your birthday silly!" she declared. Faust fixed a stare on the pony and then leaned into one hoof with a sigh.

"Is it wrong that I long for the days you would actually let me sleep in on my birthday?" she quipped dryly. Lulu's eyes sparkled as she hopped from the bed and then pranced over to the ancient alicorn.

"C'mon Mother! Me and Celly made presents for you!" she declared happily. Faust paused and fixed a deadpan look on her home raised bundle of chaos.

"I'm going back to sleep," she stated as she tried to crawl back into bed. However her daughter hopped back onto the bed and then pointed a hoof at her.

"No!" she declared. "You shall not sleep!" she exclaimed and brought a hoof down. Faust brought her own hoof to her cheek and leaned into it with a raised brow.

"And how, pray tell, do you plan to stop me?" she questioned. Lulu answered by taking a breath and then opening her now shimmering eyes pleadingly... Faust stared at her daughter and then sighed miserably. "You're too cute for your own good," she remarked with a pout. Lulu whooped in joy and hopped off of the bed once more. Faust sighed but smiled as she looked down at the excited filly. "Right so presents then..." she paused for a moment and looked at the filly warily.

"Please tell me it isn't breakfast again," she pleaded desperately. The last few attempts had been horrific. Between oatmeal monsters and self-aware hay she'd had more than enough of their cooking, thank you very much.

"No!" Lulu chirped. She then fixed a look on her mother. "And stop bringing that up! Our cooking is loads better now!" the filly reminded. Faust paused and then shuddered violently.

"I seem to recall your last meal made me sick for a month," she reminded. Lulu tried to speak but was interrupted, "I'm immortal Lulu, or close to it, anything that makes me sick is likely toxic in the extreme," she remarked dryly. Lulu pouted and then huffed.

"We have told thee once, and we shall speak of it no more!" Lulu ordered. Faust smirked and arched a brow.

"Oh so now it's princess Lulu is it?" Faust remarked teasingly.

"Indeed!" the filly stated with a stiff nod. Faust fought to hold back laughter as she looked down at her.

"Alright then princess, do you really think you can order me around?" she questioned. Lulu made to respond, only for Faust to interrupt her yet again, "I mean it's not like I was already a princess long before you. Or had a kingdom, a castle, a tower, knights, adventures," she left hanging with a smirk. Her surrogate daughter was silent for a moment and then huffed.

"No fair," she pouted with her ears folded back.

"All is fair in love and war," Faust quipped. She then stood up and stretched for a moment. Lulu halted and stared at her wings longingly.

"I wish I had wings too," she murmured. Faust glanced at the filly from the corner of her eyes and frowned.

"Nah, you're better off without 'em, they're really hard to take care of," she remarked casually.

"But then I could fly," Lulu reminded. Faust smiled and rolled her eyes.

"True, but then you'd also have to learn how to fly and take care of your new wings. And that would take time away from being able to look for your Symbol," she reminded. Lulu stopped and then tapped her chin thoughtfully.

"Maybe I can get wings after I find my Symbol," she remarked. Faust just chuckled and wandered over to her vanity to get her brush. It was time to get her mane under control.

"Now Lulu," she began as her magic grasped her brush, "You know we can't always have everything we want," she stated pointedly. Lulu just huffed and crossed her forearms. Faust giggled and picked the filly up with her magic. She quickly nuzzled her before she put her on her back. The filly smiled and sighed happily as her mother carried her out of the room. "So what did you girls make for me?" the ancient alicorn questioned curiously. Lulu grinned in response.

"It's a secret! Celly said we should give our gifts to you together," the filly stated. Faust arched a brow and glanced back at the filly.

"Can I have a clue at least?" she pleaded. Luna smiled and nodded her head.

"Me and Celly decided to make you enchanted items since you've been teaching us about it," she offered. Faust paused for a moment and her eye started to twitch. She then continued to walk out of her room and looked around for anything that might be amiss.

"Err, you mean Celly went and tried to enchant something on her own then?" she questioned warily. Lulu actually took to enchantment quite well, Faust had barely had to teach her anything beyond the basics. Celly on the other hoof... well... she had a few hangups. Namely she tended to cause disaster when she tried to enchant anything.

"Uh-Huh," Luna replied animatedly. Faust's eye twitched once more and she mentally started to count down. She only got to three when a flood of water spilled from a nearby staircase. Despite the water heading for her, she could only sigh. Somehow she felt she should've seen this coming.

"Why do I bother to teach you little terrors magic?" she idly wondered just as the flood of water slammed into her. She was then washed away with Lulu still riding on her back. The Ancient Alicorn eventually opened her wings to help her stay afloat. Lulu giggled and whooped as they soon approached another staircase. "Hang on Lulu!" she ordered. A second later they were sent careening down a long spiraling staircase. Lulu whooped and cheered as they went, Faust just tried to keep from heaving. Eventually they were thrown out of the staircase and into the library.

Unfortunately the Library now appeared to be a pool...

"Oh Celly what did you do?" Faust wondered to herself. Lulu giggled and whooped from her back.

"Woo! Let's go again!" she crowed cheerfully. Faust smiled at her young ward's enthusiasm. She then frowned and set about the task of looking for her other ward. Mostly to find out what kind of insanity she'd unleashed on her tower this time. Last time she'd started screaming about spiders and torched a room into cinders with a burn-away charm the size of a small sun. She was probably going to love whatever it was that caused this newest bit of insanity to befall her home... note sarcasm.

Finally she spotted the pale pink pony on one of the upper levels of the library and let out a snort. She flapped her wings once and shot into the air. Once there she held Lulu down with magic and shook the water out of her coat. She blew a breath into her bangs before she shot forward and landed next to the young pony. Presently, it appeared she was trying to hold a mop back with her magic. Unfortunately she was also failing at it spectacularly. Faust idly raised a brow as the mop tried to 'walk' away with its bristles, while Celly tried to hold it back.

"Get back here you crazy mop! You have to stop this right now!" the young pony snarled. Unfortunately the mop didn't listen. Faust idly noted that there were more mops darting all around the library. Most of which were trying to mop the floor and somehow flooding them as a result. 'I am so glad I put water repellent charms on the bookshelves on the off chance of flooding,' the ancient alicorn thought to herself.

"Wow, how did you get all this water up here Celly?" Lulu questioned. Celly just waved behind her back distractedly.

"Not now Lulu, I'm trying to stop this mop from making things even worse!" she stated, "go distract Faust! I just need a little more time to stop this thing before she finds out!" she ordered. Faust idly arched a brow and sat down behind the older filly with a plunk.

"But Celly," Lulu tried to say. Celestial Majesty let out a snort and rounded on Lulu, only to go pale when she saw Faust as well. The pale pink pony chuckled nervously and looked around the water sodden library.

"Oh... Umm... surprise, I made you a self-cleaning self-ringing mop that's enchanted to never dry out... or a few dozen of them anyways," she offered lamely. Faust silently arched a brow and then brought a hoof to her face. She inhaled for a moment then breathed out a tired sigh.

"Really?" she questioned as she lowered her hoof. "That's what you're going with?" she questioned incredulously. Celly's ears folded back and she nodded her head unsurely. Faust shook her head and then looked around at the flooded library. "What am I going to do with you girls?" she wondered to herself. She then looked at several mops that were still trying to clean the floors and sighed. "Are these all linked by the same enchantment?" she questioned. Celly nodded her head. "Good, I'm also going to hazard a guess that you used conjured water," she noted. Again, Celly nodded her head.

"Right then, easy enough to fix," the mare stated. She pulled Lulu from her back and plopped her down next to Celly. She then hopped into the air and turned to the fillies, "I'll be done in a sec," she offered. With that she zipped down into the water and started to quickly cast spells against the many animated mops. As soon as she had left Lulu regarded her sister with a flat look.

"Conjured water and a never drying enchantment... really Celly?" Lulu questioned.

"It seemed like a good idea at the time! I mean she wouldn't have to constantly carry buckets or anything, the mops even wring themselves and clean stuff for her," the pale pink pony reminded.

"Then why make a dozen of them?" Lulu questioned. Celly looked to the water and then blushed brightly.

"Uh... lets just say I didn't and not go into why there are so many of them," she stated shiftily. She then touched Lulu on the nose with narrowed eyes, "Ever," she finished. She then looked at the level of water that had somehow been created and groaned. "I am in so much trouble for this, aren't I?" she questioned. Lulu just nodded her head.

"Yep!" she chirped. Celly shot her sister a look.

"Aren't you supposed to tell me it's all going to be fine?" she grumbled.

"Mother told me its bad to lie," the filly remarked. Celly groaned pitifully. She then yelped as Faust returned, the splintered remains of her mops carried in the elder-pony's magic. She dropped the enchanted wood down and then looked at Celestia sternly.

"Next time, just clean the library for me," she pleaded. However she then took note of a look on Celly's face. Her eyes were drawn to the splintered mops which were actually twitching now. Faust was silent for a moment before she face hoofed once more. Although she had to wonder why she could hear some kind of music. 'I'll figure that out later,' she decided with a breath. "You put a self replicating enchantment on them too," she stated flatly. Celly's ears folded back and she pawed at the ground.

"It was only supposed to be a self restoring enchantment so it wouldn't wear out," she mumbled in reply. Faust internally felt like she needed to cry or scream as the mass of splinters started to grow into a veritable army of mops. The mops quickly set to work, however all they managed to do was make more water that spilled over into the library and caused the water level to rise. She looked to the army for a moment and then let out a breath through her nose.

"Right then, time to burn them," she decided.

"Fire repellent," Celly stated. Faust paused and then wondered why the buck the filly did all this. 'She has way too much time on her hooves,' she mused to herself. She then inhaled and exhaled slowly. She needed to calm down and consider her options. Most of which were out of the question since Celly had apparently made the original mop to survive the bucking apocalypse! However she did have at least one idea for what she could do to stop this madness. However before she began she turned and looked at her eldest warn with a deep frown.

"Celly, no more magic from you for a week," she stated flatly. The pale pink pony's ears flattened back in response. However she didn't argue which Faust was thankful for. So with that in mind she closed her eyes, concentrated and then let loose a magical burst. The burst instantly caused the mops to straighten and then fall over. Most of them even turned into dust with only a few stray splinters lift of the army. The water vanished soon after and Celly looked around with wide eyes.

"What did you do?" she breathed in awe. Faust fluffed her wings and frowned.

"Just a basic magic dissolution charm," she replied casually. She then blew a breath into her mane and regarded Lulu. "Alright Lulu, lets have it. What did you make me? A fire breathing dragon statue that moves? A pot that boils for eternity? A lamp that blinds whoever looks at it?" she questioned exasperatedly. However Lulu just grinned and pulled a rock out from somewhere... "A rock. You got me a rock?" she questioned. "Well at least that's safe," Faust murmured to herself. Though she also hoped it wasn't an explosive rock...

"Neigh! Tis the greatest rock of them all!" the pony declared. She then offered the rock to Faust, who watched it cautiously. "Take it silly," the little pony ordered. Faust warily took the stone, only to stop as it changed color and texture in her hoof. Rather than a simple rock it was now a crimson crystal. It also gave off a very slight, albeit very soothing, song. "Behold, the song-shifting mood-stone!" the little pony declared. Faust idly arched a brow, the stone turned yellow and played a new song when she did. 'That also explains the music from before,' she noted to herself. That was one mystery solved at least.

"This is incredibly impressive Lulu. It takes most ponies decades to make something like this," she admitted. She sat down and held the stone in her hooves. Celly approached and looked at the stone as well. She then turned to her sister with an incredulous look.

"You mean to tell me that all you made in the passed month was a glorified musical rock?" she demanded. Faust frowned and shot a look at the older filly, only to look down as the stone changed, becoming rough and jagged. The song also turned harsh. 'Anger,' she noted to herself as it returned to its prior shape when she calmed down. 'I'm really going to have to study this thoroughly when I get a chance to,' she noted to herself. She then glanced at Lulu as she threw her forelimbs out to her sides.

"Neigh I say! This be not some simple meager rock! Once more I declare it to be the greatest rock of them all!" Lulu declared. She then hopped in front of Faust and grabbed the rock out of her hooves. It turned into a large pearl in her hooves and gave off a pale silver light almost like the moon. They also noticed that it now played a new song, one which Faust idly listened too. 'Is that Moonlight Sonata?' she internally questioned. She then paid attention to Lulu once more as she held the rock out to Celly.

"My rock changes its appearance and song based on mood! It is the greatest rock of them all!" Celly frowned and took the rook in her hooves. Almost instantly it formed into an shape they couldn't see passed the brilliant yellow orange glow it gave off. The tune to 'you are my sunshine' idly coming from it. "See, I knew that mother would enjoy it," Lulu stated with a nod. She then looked at Faust with shimmering eyes, "You do like it, right?" she questioned hopefully. Faust smiled and patted the filly on the head.

"It's wonderful Lulu," she told the filly graciously. She then blinked as Celly's 'sun' turned a sickly shade of green and an irritating song began to play. Judging by the look on her face she could tell what she was feeling. 'So jealousy really is green?' she noted to herself. She then grasped the stone with her magic and held it aloft at her side. It turned bright red once more, with a song like a military march playing. "So why don't we go dry off, and then you can go play, I think me and Celly have to have a talk about," Faust noted with a look. She didn't need Celly to be holding the stone to know that she was worried.

"Yeah!" Lulu declared happily, she trotted in place for a moment then frowned in thought. She then brightened and looked to Faust curiously, "May I bring my rock friends?" she questioned. Faust would have answered only to halt and then stare at the little pony. Celly had also noticed the wording and promptly face-hoofed.

"You brought rocks to life, didn't you?" she questioned flatly.Her new stone turned purple and a bouncy comical tune started to play. Lulu smiled widely.

"Neigh!" she began, both Faust and Celly breathed sighs of relief, that relief was promptly smashed, "We made tiny rock ponies to be our subjects!" she declared boisterously. Faust had a feeling that this was going to be a very long day...

TBC...

Author's Note

Another Mother's Day special, figured it was kind of appropriate. Another of Faust's long passed birthdays in the tower. This particular one is less about the feels, and more just to show how Celly and Lulu were utter and complete terrors when they were fillies... is it any wonder that Faust considers them terrors?

THE SMOOZE PT3

THE SMOOZE

Part 3:

Within Dream Valley, or what was left of it, there were very few entrances to the home of Faust.

The most prominent entrance being the front doors. The doors are made from iron, over a foot thick, and impossibly heavy. In ancient times it took a team of earth ponies to pull the doors open. Or, if they felt like asking, Faust could tug on the chains to the doors to open them. Unfortunately for attackers, the only way to open those doors was from the inside of the tower. Making that method of entrance nigh unusable if one were to attempt to lay siege to the ancient tower.

The second method of entry was threw the sewers beneath the nearby town of Coltsdale. One of the later settlements of Dream Valley, it was one of the few that still stood. It had once been one of the larger towns, alongside Brightville, to exist in Dream Valley. It had also been one of the earliest recorded instances of indoor plumbing and a sewer in known history. Unfortunately while it was once easy enough to locate, the times had changed. The Creatures now infested the ancient sewers and made them their home.

The third entrance was nearby Dream Castle. Unfortunately, the castle was underground and few could actually dig through the rock and stone needed to reach it. Diamond Dogs could try of course but they would find bits of iron, magnesium, and diamond blocking their path to the ancient castle. Further, with the Dragon King once known as Spike sleeping within the ancient castle and guarding that entrance loyally, it was a fools errand to try.

The fourth entrance was by the flight entrance at the very top of the tower. Many a griffon had once attempted to get within that entrance in a war long since forgotten. Unfortunately for them the sky entrance was also guarded, not by a dragon, but by a set of magical runes. The runes would simply mess up the equilibrium of any griffon or pony not keyed into them. As such they lost their balance and were unable to fly close to the top of the tower.

The final entrance was by the sea. Few creatures could swim long enough to reach this underwater entrance. Further, it was miles more that they would have to swim just to get inside of the tower. Even with a spell to create a bubble of air they would have no time to reach the tower entrance. Further, with the Sea Pony queen guarding that entrance herself, it was even less likely that any pony or otherwise would ever breach the towers defenses.

The only pony, to breach those walls had been the Necromancer Mortis the Black. Given his fate after he breached the towers walls, that wasn't a very impressive feat. Faust had allowed the necromancer into her home so that she could deal the final blow and end his reign of terror. Given that fact his breaching of the walls of the tower were hardly considered as impressive as it should.

However ironically enough, it was actually his book, the infamous Necronomicon Ex Mortis, that had ever truly breached the tower. It had done so through its own power and pulled an army of the undead in to invade her tower. It was for this reason that ultimately, that book was the single entity that would be recorded in history for achieving this amazing feat.

At the moment however, lady Aquaria, Queen of the Seaponies, raced towards the tower. Her loyal guards followed as closely as they could. They had alerted her to the invasion by the Necronomicon the moment the undead had tried to reach them. The queen had decided that with the undead on the move she should locate Faust and assist her. Unfortunately she had taken the time to fortify her own kingdom to defend against them. The Undead were slow underwater, more so than normal, so her guards would pick them apart. But she wanted to ensure all her ponies were safe.

Thus, once preparations had been completed, the alicorn of the seas had decided to ensure the safety of her ponies by going to Faust's tower herself. Granted, Faust was an able bodied undead slayer in her own right, but Aquaria didn't want to leave the lives of her ponies solely in Faust's hooves. She was not a pony who delegated her duties. She was a pony who liked to get things done herself. As such she hurried towards the tower to offer her assistance to the ancient alicorn in dealing with whatever undead remained once she arrived.

She shot out of the pool and shook her head as she and her guards entered the tower. She had forgone her usual regalia in favor of the closest thing she had to armor. That meant a necklace which produced a magical field around her body, a scale-mail shawl with a spiral broach at her neck, a circlet that protected her mind from invasion, and a pair of simple coral hoof boots with scale-mail skid guards. She looked around for a moment then frowned at her guards.

"You're certain that undead were roaming the tower?" she questioned. She couldn't see anything to suggest the undead were about, though there was certainly a foul order in the air.

"Completely ma'am," RC replied. "We saw several of them and decided it'd be best to alert you and raise the city's defenses on the off chance they got through," she continued. Aquaria looked around for a moment and then frowned deeply. She briefly wished she had the ability to cast a scanning spell or something similar. Despite being an alicorn, and centuries old, her magical skills were sub-par. This was mostly due to the fact she started as a Sea-Pony and thus gained magic later. She knew and could use song based magic or water magic like any other Sea-Pony, but she knew very few spells that required her horn to use.

'I should ask auntie Faust to teach me a few extra spells,' she decided with a mental sigh. She then regarded her guards and turned to RC. "Radiant, I want you and the others to hold back and defend this position," she ordered. The guard sea-pony nodded her head.

"What about you ma'am?" she questioned. Aquaria smiled and placed her fore hooves onto the floor outside of the pool.

"I'm going to find Faust of course," she replied. With that she lifted her body out of the pool of water and focused her magic. While Spell-Casting was nearly beyond her, she had still managed to learn a few tricks. One such trick she'd never particularly needed, but had learned just in case she needed to visit the surface world. As such some of the water lifted with her body and formed into a pair of hind legs and hooves which quickly solidified beneath her. She paused and looked back at her new hind legs before she lifted one, lowered it, then lifted the other and lowered it as well.

She took a moment to trot around the room to ensure she could actually walk with her new legs. After stumbling here and there she stilled and pulled her shawl up over her head in a hood. The moment she did she touched her necklace a flash of magic rippled across her body and formed a body covering field of magic around her. With that and a quick nod to her guards she made her way into the tower. RC and the other guards merely ducked down into the water to prepare to defend their position. She opened the door outward and paused. The moment she entered the tower she could feel something moving around.

'Well I don't know about undead but there is definitely something wrong here,' she decided with a frown. She walked out of the room and sealed it behind her. She paused to seal it with magic as well. While she trusted her guards she didn't want anything to get at them. True, their duty was to defend her, but she was virtually immortal, she really didn't need to be defended. They were not invincible so she wouldn't let them needlessly be placed in dangers way.

With that done the alicorn of the ocean made her way into the tower. But as she went she couldn't help but think that something was watching her. She turned quickly to look behind her, yet nothing was there. A frown tugged at her lips before she turned back around and continued on her way. As soon as she turned a familiar faceless stallion and flaming warhorse walked from the shadows. They glanced at one another for a moment, and then followed after the other alicorn silently...

The halls of Faust's tower were simplistic. Celestia remembered, now at least, that that had always been the case. As a filly she'd always wondered why they had seemed so bare. No portraits hung from the walls. No great tapestries lined them. Nothing to show the greatness of Faust's Tower. The Grand Archives were grand, in name and in scope, but the interior was more spartan. Celestia had only asked why this was once. Faust had replied that it was due to the nature of the halls. As a filly Celestia didn't understand what that really meant.

Now, sum thousand years later, she finally did.

It was almost painfully obvious why they weren't decorated. One part was that it was simply Faust's way, she didn't like extravagant things. Another part was that the Tower had to actively create, or perhaps summon, each hall and corner and crossroad as it was needed. The halls had no set path for that very reason. The rooms were much the same, certainly some were placed in exactly one space, but many of the others were wherever they were needed at any given time. One room could be on the top floor one moment, then at the bottom the next. In some ways it was the perfect security system. In others it was bucking annoying...

She and her little ponies were not like Faust. The ancient mare had trotted these halls since before she'd been born. She knew every trick and turn in the tower by now. It's fits and changes didn't effect the ancient mare's sense of direction. It also didn't hurt that unlike Celestia, Faust had never stopped being active. In recent years, Celestia could admit to being a bit sedentary. She wasn't a sloth, but she hadn't really needed to walk for miles on end in a long time. It certainly didn't hurt that Faust was talking about her time as a filly.

"And that is why I've forbidden Celestia from ever casting charms in my tower," the ancient alicorn finished with a smirk. Celestia grimaced as Rainbow Dash started to laugh uproariously. Pinkie wasn't too far behind her with Applejack holding her breathe with a twitch to her eye as she tried desperately not to laugh. Rarity and Twilight just looked at her with a mix of confusion and pure disbelief. Fluttershy merely had a smile as she walked forward, she likely thought it sounded cute. Realm and Clockwork merely smirked, they had seen worse in their time after all. Luna groaned as the memory also reminded her of her own mistake that day.

"Seriously?!" Rainbow demanded with mirth.

"Yep, she seriously flooded most of my tower," Faust responded with a nod. Celestia twitched and brought a hoof to her temple. Faust then paused and tapped her chin. "Oh, and Luna somehow made sentient rock ponies that tried to usurp..." she paused and looked to Luna with a smirk, "what did they call me again?" Luna grimaced and folded her ears down.

"The cookie tyrant," she murmured with a pout. Faust clopped a hoof upon the ground with a nod.

"Ah yes, that was it," she stated with a nod. That caused Rainbow to fall over onto Pinkie's back from laughing so hard. The pink party pony had tears in her eyes, yet still managed to carry her friend and not fall over from laughter. Luna groaned and brought a wing up to hide her fierce blush while Celestia looked to the ancient alicorn.

"Certainly you have better stories to tell than that," she pleaded desperately. Faust merely glanced back at Celestia with a devilish smirk.

"And miss out on the opportunity to get revenge for the hundreds of antics you two were part of?" she asked incredulously. She then waved a hoof with a wide grin on her face. "Not likely," she declared with a firm nod of her head. Celestia let out a pitiful noise from the back of her throat and then looked to Twilight. At the look she was given she let out a sigh.

"Yes Twilight?" she questioned.

"How did you mess up those charms that bad?" she demanded. "I mean I can understand a minor mistake, but you somehow managed to cast two charms so completely wrong that you caused a flood in the tower! Not to mention the sheer size of this place suggests that you managed to conjure enough water to fill a small ocean. Oh and lets not forget you somehow brought mops to life! I mean who makes living mops?" the lavender mare ranted. She then started to let out pants while Faust glanced back at her with a smirk.

"Feel better?" she questioned. Twilight briefly nodded her head then then let out a breath and sighed.

"Okay I'm done," she stated calmly. She then looked to her mentor expectantly. Celestia grimaced and rubbed her temple once more.

"Faust has likely already explained to you that each charm is more or less based on feeling, correct?" she questioned. Twilight nodded her head and Celestia let out a breath. "To be honest I've never been good at that part. The part about control, I excel in control, power was never a problem, but figuring out how each spell 'felt' was more difficult than I care to admit. Many of the Charms felt too similar in my case while others didn't really feel like anything," she explained tiredly. Twilight mulled that over as she realized she hadn't really understood the 'feeling' part of Charms at first either.

"Why didn't you just ask for Luna's help?" Fluttershy questioned. Celestia twitched in response and let out a breath through her nose. Fluttershy shifted uncomfortably and hid partially in her mane. "I-I mean it s-sounds like she w-was quite gifted in ch-charms," the mare stated. Celestia sighed and made to reply before she was interrupted by Faust.

"She was stubborn," the elder alicorn stated simply. Celestia muttered under her breathe and refused to acknowledge that. "Oh c'mon silly little Celly, you were stubborn and you know it," Faust stated with a roll of her eyes. Celestia snorted a breath into her bright pink mane and narrowed her eyes.

"This from the mare who refuses to leave her tower," the off-pink alicorn remarked flatly. Faust shot her a look.

"Oh I'm sorry, you want every evil or malevolent relic, object, or prisoner locked in my tower to run loose with the untold knowledge I have stored here?" the ancient alicorn questioned. Celestia muttered a 'no' and her mother figure nodded her head. "I thought not," she stated with a slight smirk. Applejack noticed how the solar diarch was looking uncomfortable and quickly looked to Realm.

"So 'en, miss Realm," she began. The bandanna wearing pony turned to her with a raised brow. "Now ah'm a might curious 'bout this, but how did y'all discover Pictomancy?" the apple mare questioned. Twilight instantly halted then zipped back to listen with a smile on her face. Truth be told she'd been curious since she'd met the odd pegasus, and was kind of curious about what Pictomancy's limits were. Realm herself glanced at Twilight curiously, then shrugged her shoulders. She'd seen weirder ponies back in her day to be honest.

She then hummed lightly and looked up in thought. It'd been a long time since she'd thought about when she first created Pictomancy to be perfectly honest. Added to that she was nothing more than a spectra portrait with her personality implanted onto it. While she had her memories, some of them were a little 'faded' for lack of a better word. She idly tapped her chin as she thought back to the old days, and then nodded her head.

"I basically discovered it by accident," she admitted with a shrug. Twilight blinked then looked at her in surprise. Faust chuckled and glanced back with a grin.

"You'd be amazed at some of the things ponies have discovered by accident," the ancient mare offered cheerfully. Twilight idly inclined her head. She had read about such discoveries of course, but this was the first time someone had discovered something inherently magical in nature by accident. Typically you could make discoveries with alchemy or chemistry by accident. Spellcraft was usually a lot more intent based.

"So how'd ya figure it out?" the apple pony questioned. Realm smirked in response.

"Well when I was a filly I loved to draw and paint, my uncle Stratos always kept an eye out for dyes and such for me to use to paint. Well one day he found some spectra shards about the size of chalk and thought they were like colored chalk or something. So he brings them home, and me being a filly, I figured that they were for painting after he gave them to me. So I tried like fifty different ways to use them before I started to literally rub my feathers on them," she began. She then paused to open her left wing and allowed Applejack to examine her paint tipped feathers. The farm pony idly scratched at her mane as she looked at her feathers.

"So y'all stained ye'r feathers with the shards or somethin'?" she questioned. Realm actually grinned and shook her head.

"Nope," she stated, "I actually just got frustrated and started crushing the spectra gems, after I did that I added them to some dye to make what I called 'Spectra Paints'," she explained with an unrepentant grin. Twilight blinked then hummed in thought.

"Spectra gems are raw magic solidified into a hardened state of matter. Despite that spectra gems are actually very brittle and easily crushed, smashed, or broken. By crushing them you created powdered spectra, which you then mixed with dye's and water to make paint. Because of the spectra gems you added an inherently magical element to the paints which would allow them to be used to perform some kinds of magic," she murmured aloud. Realm nodded her head and grinned widely in response.

"I know that now, didn't back then though. I figured that the gems would make the pain sparkle or shimmer or something," she admitted. She got a look from Twilight and shrugged her wings. "Hey I was a filly, cut me some slack," she commented. Twilight shook her head while the painted pony snickered to herself. "Anyways, eventually I figured out that you can use a spectra-gem on spectra paint, the two magics kind of pull on one another for some reason and I brought my first painting to life," the painted pony explained. Faust snorted and placed a hoof to her forehead with a grimace.

"Ugh, that purple terror of an octopus," she grumbled to herself. Realm blushed in response.

"Yeah... I'm never living that one down," she admitted with a shiver.

"Do we want to know?" Twilight questioned warily. Faust and Realm glanced at one another as they recalled the purple octopus in question. Both blushed hotly as they recalled how it had acted and groaned. After a moment they both looked at Twilight with identical frowns.

"No," they deadpanned. Twilight wondered what they meant, but she decided it was probably better not to ask. Finally, Realm blew a breath into her bangs and rubbed a hoof along the bridge of her muzzle.

"Anyways," she began, "after we dealt with that first incident I met Faust," she explained. Faust nodded her head and sighed.

"That was back when Majesty still ruled Dream Valley so I had a lot more time on my hooves. I was able to find Realm and we studied the properties of what I eventually named 'Pictomancy' together," she explained. Realm frowned and shot the mare a look.

"I still think that name is silly," the painted pony stated. Faust scoffed and shot her old friend a look.

"You never thought up a better name," she reminded. Realm waved a hoof flippantly.

"I would've come up with something eventually," she assured her. Faust rolled her eyes.

"Realm, have you forgotten how old I am?" the ancient alicorn questioned. Realm blinked, opened her mouth to answer, then paused. She then frowned as what the mare told her before actually meant.

"Oh, so you meant I literally never came up with a better name?" she guessed. Faust awkwardly nodded her head. The painted pony frowned and rubbed the side of her head with a hoof. "Ugh, it's so weird knowing that I'm just a copy and the real me is technically dead," she murmured with a shiver. She'd originally created her self-portrait just to outlast her, but she hadn't realized what it would be like for the portrait itself. She had outlived herself, it was... odd.. she honestly really know how to describe it.

"Technically?" Twilight questioned. Faust answered for Realm instead.

"While the pictomancy portraits aren't the actual ponies they are based on, most if not all of them retain at least some of their memories. The best portraits could even retain years worth of memories and act like them as well. Unfortunately the portraits often took on the basic personality of the pony at the moment it was painted. So if the pony acted differently later, the portrait wouldn't change. Essentially trapped in that mindset permanently. Realm here is probably her best attempt to make a self-portrait that would last and still retain most of her memories," she explained. Realm herself idly nodded while Twilight trotted to her side.

"So Realm, how are portraits like you made?" the purple pony questioned.

"First of all you need to understand how ponies are supposed to learn Pictomancy," Realm began academically. Twilight nodded and pulled a notepad and quill out from seemingly nowhere. "First and foremost, Pictomancer's have to master the most crucial part of Pictomancy, which is painting and art," she stated. Faust nodded her head in agreement. While Twilight hummed.

"That makes sense," she admitted to herself.

"Next you have to master the ability to create inanimate objects with Pictomancy," Realm continued without pause. Faust looked back to them with a grin.

"Realm's first was a frying pan she used to hit her grandfather over the head for being an 'old fuddy duddy'," she explained. Realm pouted and stuck her tongue out at the older mare. She then composed herself and looked back to Twilight.

"After that you have to master creating elements, like fire, or water, or lightning," she continued. Rainbow frowned when she heard that.

"Wait, you're a pegasus, can't you already make most of those?" she questioned. Realm placed a hoof to her face with a groan.

"I meant with Pictomancy," she grumbled. Rainbow rolled her eyes in response.

"Yeah I get that, but why would you need Pictomancy for that?" she questioned. "I mean no offense Realm, Pictomancy sounds cool and all, but you can buck a cloud to make lightning or rain and probably fire if you need it," she admitted. Realm merely looked at Rainbow strangely and then to Faust who sighed.

"Pegasi have learned to control the weather with their hooves, Rainbow just happens to be a weather pegasus specifically," she explained. Realm gaped for a moment and looked looked from Rainbow to Fluttershy.

"Wow, when did you guys learn to do that?" she asked curiously. Rainbow just looked at her strangely while Faust sighed.

"In her era, Pegasi still needed instruments to call storms," Faust explained. Rainbow made an oh with her mouth and then flew to the ancient alicorn.

"Oh yeah, speaking of I was really curious about that," the prismatic pony admitted. She then scratched her hair with a frown, "I mean why did we need instruments and how did that get fixed?" she questioned. Faust frowned for a moment a moment then rolled her eyes.

"That is too long a story to tell," she replied bluntly. Rainbow pouted and Pinkie giggled to herself. She then hopped forward and glanced up at Faust curiously.

"So why did Pictomancer's make paintings of the elements?" the pink party pony asked curiously. Not that that didn't sound absolutely amazing to her, just that she couldn't see much of a point for it. Faust smiled in response and sighed as she allowed herself to think back to her old kingdom.

"It's kind of a funny story but the pictomancer's in my era would sell a 'single use' variant of their art to the travelers so they could defend themselves," she explained. Pinkie tilted her head in confusion frown while Applejack scratched her head in confusion.

"How the hay does 'at work?" the apple pony asked her curiously. Faust snickered to herself and smiled brightly.

"As I just said, it's basically a single use picture you throw at the ground. It creates a short but often useful pinctomancy spell that could be carried anywhere. They use them to create a brief fires to scare off monsters or wild animals that doesn't spread, or wash away something with a flood, or even just create a bridge for a short time then continue on their way," she explained then idly tapped her chin, "it was actually one of the more popular ways to use Pictomancy now that I think about it. Although to be honest we only had a hoof full of ponies who could do it and the demand for the art was pretty intense. Pictomancer's were rare even in my era so they tended to be pretty expensive. Probably why art is seen as so valuable by ponies today," she admitted to herself.

"Huh, y'know that actually explains a lot," Applejack noted with a scratch of her head. In her opinion if that was the kind of art that was so expensive then it wasn't undeserved. She could think of quite a few times where some of that pictomancy would've really come in handy when they were on their own adventures. She then frowned and looked at Realm curiously. "Was there anythin' else Pictomancy was used fer?" she questioned.

"Sure," Realm replied, "I think some wealthy ponies used it to hide their stuff," she remarked. Faust chuckled in response.

"That was actually a thing for a long time. But it really only worked when ponies didn't expect you to hide stuff in the paintings in your home. It did help stop a lot of thieves though," she explained, then frowned deeply, "although certain assassins and thieves who were trained in pictomancy also used it to get inside of peoples homes," she admitted. Realm nodded her head in agreement. She could recall a few of her students who had done that. She'd chewed them out afterwards, then thrown them into a dungeon she made in a portrait herself...

"That sounds so cool!" Pinkie declared chipperly. She then noticed the looks Faust and Realm shot her and chuckled nervously, "I mean being able to hide stuff in paintings, that would be a super cool hiding place," she explained. Realm and Faust rolled their eyes in response while the pink pony hummed. "Say, could they also be used to travel? from place to place" she questioned.

"Ummhm," Faust began, "when two paintings were linked ponies could jump in one, then make their way to the other safely. Funny enough but a lot of paintings were linked to my tower in the old days so that my ponies could quickly get to safety," the ancient alicorn explained with a smile. Pinkie nodded her head and then thought about the paintings she'd seen in Faust's gallery. Specifically, the ones that were of food.

"So did it also work with food?" Pinkie questioned curiously. Faust frowned in response.

"No, no it did not," she said with a shake of her head. "Pictomancy is still only paint and magic, ponies can't eat paint so it can't make real food," she explained. Realm grimaced in response.

"Yeah, we learned that the hard way," she admitted with a shudder. The other ponies looked at Realm curiously but she didn't bother to elaborate. She coughed awkwardly a moment later and didn't meet any of their eyes. "Anyways," she began and then blew a breath into her bangs, "next you learn world building," she explained. Twilight blinked and then looked at her in confusion.

"World Building? How does a literary device matter in Pictomancy?" Twilight questioned. Realm looked at her in confusion for a moment before it dawned on her what the purple pony meant. She shook her head and then rolled her eyes.

"I don't mean that kind of world building," she stated. "I meant the kind where you make a pictomancy world," she admitted. Rarity idly realized what she meant and made a hum sound.

"Ah you mean like the paintings we jumped inside in the gallery?" she guessed. Realm nodded her head with a smile.

"Exactly! World building is an intermediate part of Pictomancy. You get a canvas treated for Pictomancy and make the 'ground' and then hop inside. You then build the world inside of it with your paints in any way you want. For instance, I once created a painting of my old home town for when I got homesick or wanted some privacy," she explained. "More advanced pictomancer's could even create a day night cycle or wind or anything they wanted in their world or link it to other paintings like Faust mentioned. It was totally up to them how the world would act," she continued with a fond smile. She missed being able to make stuff like that...

"Is there any limitation to the size of the world you can create?" Celestia suddenly questioned. Realm shook her head and hummed.

"Aside from the amount of paint you'd need to use, not really," she replied honestly. She then tapped her chin with a soft hum. "I think the biggest world I ever created was a tropical island so me and Faust could go on vacation," she admitted. Faust snorted in response.

"We got lost in that painting for a week," she chimed. Realm's ears folded back and she grimaced.

"Yeah... not one of my finer moments," she muttered quietly. She then cleared her throat and continued, "Now once you get all that down, then you have to master creating animals. The animals don't have to act like they recognize you or know anything, they just have to be able to move on their own. This part is supposed to be learning the most basic part of making portraits after all," the painted pony continued. Fluttershy smiled brightly in response.

"That sounds wonderful," she admitted. "Can you make your own unique animals too?" she asked the little pony curiously. She loved all animals after all. Realm frowned to herself and shifted uncomfortably.

"Yeah... it can be, and of course you can make animals," she admitted, "unfortunately it can also be pretty dangerous," she added. Luna looked to her in surprise.

"In what way?" she questioned. Realm sighed and brushed some of her mane out of her face.

"Pictomancy creations by that stage can be a little unpredictable," she admitted. Faust nodded her head in agreement.

"That purple octopus we mentioned earlier is a perfect example, Realm made it on a whim but couldn't control it, we ended up having to chase it for a month before we finally managed to catch it then shove it back inside its picture," she explained. Realm nodded with a visible grimace across her face. It wasn't her fault that she couldn't control the thing. It'd been the most random thing she could think to make at the time and she'd been completely bored. How the buck was she supposed to know it'd be so wacky as a result?

"Yeah, it's just better not to make anything too abstract or random, or without purpose," she stated. Fluttershy looked curious but didn't question her further. Instead Realm closed her eyes and thought back so she could get back on track. "Now to make animals that move you have to master 'layering' in pictomancy. This is also the essential component to making pictomancy portraits. This is because layers allow a painting to have more life and vibrancy," she explained. Faust merely smiled in response.

"Which is why Realm here is layered like fifteen times," the ancient alicorn noted aloud. That got Twilight's attention and she looked at Realm thoughtfully.

"So does layering cause the picture ponies and animals to act more lifelike?" she questioned. Faust shook her head.

"No that's actually accomplished with runes," she admitted. Twilight arched a brow in confusion and the ancient alicorn smirked. "While pictomancy can cause paintings and art to move, runes are what give the paintings the ability to think and remember, otherwise you have a static moving image that can't be interacted with," she explained. Twilight made an oh with her mouth. She then activated her 'mage-sight' to look at Realm and frowned.

"I take it that the runes are on the first layer and covered so ponies can't see them?" she guessed. It would explain why she couldn't see any runes on Realm anyways. Faust idly nodded her head and beamed brightly at the little pony.

"Yeah, part of it is that each layer adds more magic, with more magic the picture pony or animal has more to draw on in order to function properly and more room to add on to. Most animals only have the most basic functions and aren't all that layered as a result, most portraits can move and recall some of who they were so have to be layered to work right. Realm here is unique because she can not only do that but also jump out of her portrait, and has a lot of her personality and memory intact," the ancient alicorn explained, "if she could still use pictomancy I'd say she was the perfect portrait pony," she added. Twilight looked to Realm in concern.

"You can't use pictomancy anymore?" she questioned. It was a well known fact that ponies who couldn't use their talent were always a bit... off... to say the very least. Realm winced and then looked down. She could, but only inside of a painting and even then it didn't last too long. She was still a good artist but her own paints weren't real and she didn't have magic she could give up to make paintings that moved. Her magic was finite and if she used any of it she'd also run the risk of making herself weaker and weaker until she wasn't able to talk or move anymore. As much as she wanted to use her talent, she really couldn't.

"Not outside of a painting I can't," she muttered quietly. Celestia looked to the painted pony in concern. She too was concerned, a pony without her talent was tantamount to a griffon without wings, a ram without horns, etc etc, it just didn't end well. Mostly for the pony who tended to be more than a little 'unhinged' by the experience.

"But it's your special talent," she remarked. Realm winced again and nodded.

"Was," she remarked somewhat bitterly. Before she could linger on that depressing topic Faust cleared her throat. The ancient mare could only imagine how the picture pony was dealing with the loss of her talent. While she could still paint, maybe use Pictomancy within paintings, she was a pony without her talent all the same. In the old era where she was princess, such things were never good. Ponies who lost the use of their talent never really recovered from it. She didn't want Realm to focus on that anymore than strictly necessary.

"So does anypony else hear that?" she questioned aloud. Her companions quieted and then opened their ears. For a moment they seemed to twitch back and forth before Clockwork clicked his tongue.

"Sounds like someone is fighting," he noted aloud. Faust nodded her head in agreement. 'So Tree-Man is back then,' she mentally decided. Though who the faceless pony was fighting concerned her. Despite the tower's security it seemed like everyone had found a way inside recently. 'I seriously need to fix the security around here,' she decided with a frown.

"C'mon every pony, lets find out what's going on now," she bade and quickly hurried through the towers halls. She was followed by the other ponies, although Clockwork hummed and glanced over his shoulder. He looked at an intersection as he heard a strange almost rumbling sound. However he shrugged after a moment and rushed to catch up with Faust and the others while a mass of purple grey goop surged down one of the other halls...

A very long time ago, Queen Aquaria had been a simple Sea-Pony known as Riptide. She'd been a tom-colt with a penchant for getting herself into trouble. She'd agitated sharks and let them chase her for the fun of it. She'd caused so much trouble that her friends had often considered her a trouble magnet. She couldn't count the number of times she'd gotten herself into trouble, then somehow managed to get herself back out of it. Her reputation had been the stuff of infamy, until that is, she became the queen of the Sea-Ponies all those many years ago.

Since becoming Queen, Aquaria had become much more responsible. She'd taken less risks to protect her little ponies. It'd been something she barely noticed to be honest. The subtle change in attitude, the loss of a trait that had gotten her into trouble more often than not. That it was gone at all was a surprise to her. But now, now she could tell that it was gone. Because at the moment she was in a bit of trouble again. Part of her was strangely elated, a part of her from her youth which enjoyed the thrill of danger. Though the majority of her was a bit exasperated she'd somehow already found trouble.

She slipped from her thoughts and flipped back to avoid a fireball from one of her assailants. One of whom seemed to be made of wood, while the other appeared to be living armor... which was somehow on fire. 'Auntie has the strangest things living in her home,' Aquaria noted to herself. She then ducked as a pair of branches from the faceless wooden pony tried to grab at her. She rolled to the side and glanced at the Living armor. It seemed more talkative than the wooden pony. That felt more odd than the fact she had a suit of living armor and a wooden pony attacking her.

"You should not be here, return from whence you came," case in point. Aquaria rolled her eyes and focused on her water magic. Water dripped from her body to the floor and she hopped up and landed on top of it. She then surged towards the flaming suit of armor which leaped high in the air to avoid her. She turned into a skid while the flaming war-horse landed with a bang. The faceless wooden pony twitched unnaturally, it's neck moving at inequine angles. It caused a shudder to run the length of Aquaria's spine. She was a daredevil and feared little, but even she thought that was creepy.

"I'll have you know I have more reason to be here than either of you," she responded crossly. However that merely annoyed the flaming war-horse who snorted a gout of blue flames. The faceless wooden pony twitched unnaturally once more and then lunged at her with impossible speed. Aquaria used the water beneath her to create a tower that shot her over the unnatural creature. She then summoned the water back to her hooves and rode on it back to the ground. However she ducked and dodged around the flaming wings of the living armor.

"This is the home of Faust, none should be here aside from her," the war-horse stated firmly. His wings lashed out with unreal heat, the blue flames that made them causing the water she rode upon to sizzle. Normally she could handle fire simply enough and snuff it out with a little water. This stallion produced too much heat for her to do that. Mostly because she didn't have a large enough body of water with her. That in mind Aquaria quickly shot away from the flaming war-stallion as his body began to heat up even further. However the faceless pony came at her the moment she did.

'Two on one,' she noted, then narrowed her eyes, 'but I'm not some helpless mare,' she thought as a whip of water slammed into the side of the faceless wooden pony's head. He was sent stumbling back and Aquaria lunged forward and ducked under him and then jumped up to knock the creature off of it's spindly branches. Once the creature was in the air a water whip lashed out and sent the faceless wooden pony away. It's branches near instantly wrapped protectively around the saddlebags it was carrying, though a few reached out to halt it's path into the wall to further protect it's saddlebags.

Aquaria let out a breath of relief. She then turned to regard the flaming war-horse who narrowed his eyes dangerously. "You're beginning to try my patience wench!" the flaming war horse snarled. Auaria felt her brow twitch and narrowed her eyes on the flaming stallion. Her water started to rise up and she sent a plethora of watery whips at him. War-Helm mentally groaned and then leaped away as the whips tore deep gashes out of the floor. He ducked and weaved around several more before he flapped his wings and shot back. He saw a clearly annoyed look on Aquaria's face as she got onto her hooves and narrowed her eyes on him.

"Who the buck do you think you're you calling a wench?!" she demanded furiously. The flaming war-horse mentally kicked himself for saying that. 'I should have chosen my words more cautiously,' War-Helm decided. He swore inwardly as the ocean mare sent another whip at his head. He ducked below it then flapped his flaming wings to surge towards her. However she shot up on a pillar of water and then sent a stream of water at the back of his helmet. His helm was knocked from his body, which caused it to fall helplessly to the ground while his helmet bounced away.

War-Helm internally grunted as his helmet finally stopped bouncing. He then growled as he came to rest against the far wall. Aquaria smirked to herself as she blew a breath into her mane. "Well that's one problem out of my mane," she stated. She then yelped as the faceless wooden pony slammed into her from the side. She fell into a roll and then looked up as the faceless pony came at her. A large gash torn out of it's head in a twisted mockery of a mouth. It oozed a pussy black slime, which vaguely resembled tar, and that dripped down it's chin from the gash she made in it's head.

'Ugh, what is this thing?' she wondered to herself. She also wondered what was so important about it's saddlebags. It now had its branch like 'wings' wrapped protectively around them after all. She slowly circled the strange wooden pony while it circled her as well, clearly it didn't want her near it's back. 'What does it have in those that it wants to protect so badly?' she wondered to herself. Whatever it had though, it clearly wasn't going to tell her. Instead it's head snapped to the side at an unnatural angle and it lunged at her with inequine speed.

However before it could try to attack her further, a crimson magical aura surrounded it's hooves and held it to the ground. It tried to lift its hooves for a moment and then looked behind it. Aquaria blinked at this and then gasped as she was bodily lifted into the air then turned upside down by the same aura. Aquaria flailed helplessly in the air for a moment before she looked up as somepony cleared their throat. There was Faust, clearly annoyed by the look on her face, with a menagerie of ponies behind her. Some of the ponies she had met earlier, but three of them were new... they were also alicorns.

However her attention was on her clearly annoyed aunt.

"What exactly do you think you're doing?" Faust demanded sharply. She then looked to War-Helm's helmet and blinked in surprise. "Wait a second, is that War-Helm?" she questioned. Luna and Celestia looked to the helmet, then the body and frowned. Unlike the War-Helm of their youth, this one was primarily silver with bits of obsidian, not to mention the body had been radically altered from what it used to. Those claws on its 'hooves' and vaguely wolf like legs were also new.

"He does not look like the War-Helm I remember," Celestia remarked. Luna nodded her own agreement on the matter. Faust hummed and then trotted towards the helmet. However before she could reach it the helmet in question snorted a gout of flame to rocket itself back and try to reattach to it's body. However Faust quickly grabbed it in her magical aura and brought it over to get a better look at it. She needed only a short moment to notice the altered helmet and growled.

"Is this the Mad-Crown!?" she demanded. Tree-Mane silently nodded it's head, and the ancient mare placed her hoof to her face. Twilight looked at the 'crown' curiously for a moment but before she could ask Faust about it, Rainbow jumped in front of her.

"Holy sweet mother of buck! Is that Slender-Mane?" the prismatic pony demanded with a hoof pointed at Tree-Mane.

"It prefers Tree-Mane," Faust responded distractedly. The other ponies honestly didn't care what it preferred to be called. The story of what this thing had done to griffons was prominent in their minds as they stared at it. If they had looked back, they might've noticed that Celestia was now hiding behind Clockwork. She had had a few too many encounters with Tree-Mane in her youth. Most of which were the reason she was bucking terrified of spiders!

"So you mean to tell me that story you told us was real?" Twilight demanded of Faust. The ancient alicorn blinked and then looked to Twilight with a curious frown.

"Yes, most of the stories I tell have a basis in fact," she replied. Twilight looked back to Tree-Mane with a shudder while Luna happily trotted over to the faceless pony.

"Hail Treeby! How art thou this fine evening?" the lunar mare questioned. Tree-Mane's head snapped to Luna, literally, and it raised a branch from it's back which patted her on the head. Luna smiled brightly while Tree-Mane then looked to Faust. It idly moved a branch to show her it's saddlebags and the ancient alicorn sighed.

"Good you got those at least," she breathed, "so why did also you revive War-Helm?" she questioned. Tree-Mane nodded its head, while War-Helm himself grunted to get the ancient mare's attention.

"Perhaps I might be able to answer that," said typically flaming war horse suggested. Faust looked down at the helmet with narrowed eyes. 'She's certainly in a mood,' he noted to himself. Not that Faust wasn't allowed to be annoyed, just that it seemed she was in a particularly bad mood. Then again, her tower had been invaded by numerous ponies today so perhaps she was allowed to be at least a little annoyed...

"I'd rather Tree-Mane explained itself," Faust insisted then looked back to the faceless pony, "and pull yourself together would you?" she demanded. The faceless pony's neck cracked as it's head tilted to the side. It then straightened and the black tar slowly flowed back up into the gash there. Bits and pieces of white wood followed and slowly sealed the gash back up, leaving a pristine white wooden faceless head in its wake. However the ponies looked on with no small amount of disgust.

"Ewww," Realm muttered with a shudder. She'd seen weird before, Dream Valley was somewhat known for weird stuff after all, but that honestly took the cake. She then noticed that Rarity was staring at Tree-Mane intently and frowned. "What's with you?" she questioned. Rarity hummed for a moment and tapped her chin.

"I don't know why darling," Rarity began then clicked her tongue, "but I have the strangest urge to put that stallion in a suit," she admitted.

"It's not a stallion or a mare, it's just Tree-Mane" Faust suddenly chimed. Rarity looked at Faust for a moment and then turned away with a hum. She continued to stare at Tree-Mane and then tilted her head.

"I wonder which would look better," she muttered to herself, "A red or a black tie," she added as she continued to stare at the faceless pony. Realm raised a brow then looked to Faust who shrugged her wings.

"My presence causes inspiration in ponies, I guess it inspired Rarity," she offered. Realm merely rolled her eyes. "Now back to you," she grumbled as she turned to Tree-Mane. It remained silent as ever, but Faust's ears twitched slightly and she placed her hoof to her face. "Great, so now my own tower is conspiring with you lot," she muttered to herself. She then sighed and looked at Aquaria. "So why are you here?" she questioned. The sea-pony queen cleared her throat and crossed her forelimbs.

"Perhaps you could put me back down first, auntie," she suggested. Faust rolled her eyes and released Aquaria from her hold. The sea-pony queen yelped as she fell to the ground, then quickly got back up and brushed herself off. She shot a look at an amused Faust as she grumbled under her breath, "I meant put me back on my hooves." She then took a step back as Luna rushed over to her and grabbed her in a hug.

"Greetings cousin!" she declared with a smile. "Tis most glorious to meet thee!" she stated brightly. Aquaria blinked and then looked from Luna to Faust.

"Is this one of your 'daughters'?" she questioned with air quotes. Faust rolled her eyes and sighed in response. "I'll take that as a yes," she decided. She then looked from Luna to Clockwork and noticed the pony hiding behind him was also an alicorn. "Okay seriously, how many alicorns exist and why have we never met before?" she all but demanded. She'd lived most of her long life thus far without a friend she could have for more than a few decades after all. Faust was the oldest and she was more like an aunt than anything. The fact that there was apparently a half dozen more alicorns out there that she could probably do stuff with really annoyed her.

"We're not sure how many of us there are exactly," Clockwork began. It was a fact that more of them tended to pop up as the years went by, but Cadence seemed to be the last thus far. "But as for why we haven't met, mostly just too busy on my part," Clockwork replied with a shrug of his wings. In his defense he was always out and about in time keeping things running smoothly. He didn't have time to make friends with the other pseudo immortal beings in Equestria.

"Tia and I rule over Equestria, which is itself a very demanding job, added to it however we also move the sun and moon," Luna replied then grimaced, "although admittedly I have only recently returned from a thousand year banishment to the moon," she admitted. That got a look from Aquaria but she was ignored as Tree-Mane made an eerie sound. She turned to look at the faceless pony and yet it went totally silent.

"Tree-Mane lives in the Black Forest," Faust spoke for him, then clicked her tongue, "Cadence lives in Equestria with Celestia, and Mort is also busy shepherding the souls of the dead," she continued. She then looked down as War-Helm's helmet grunted in annoyance.

"I was locked in Faust's tower," he deadpanned. Faust rolled her eyes and then looked back at Aquaria with a frown.

"Now that that is out of the way why are you here?" she demanded. The sea-pony queen fixed a look on her aunt.

"My guards returned to my city to tell me the undead swarmed your tower," she stated flatly. She then straightened her clothes and looked at the ancient mare pointedly, "I came to offer my assistance." Faust pulled a wing over her face with a groan at the admittance. While she appreciated Aquaria's concern it was totally unnecessary. Faust was old, sure, but she was still powerful. Unfortunately she couldn't send Aquaria back to her city right now. There was the chance she'd end up running afoul of the Smooze if she did. 'Ugh, there are way too many of us here right now,' she decided. The large group of ponies would undoubtedly attract the Smooze if they stayed idle...

"Alright," she began and lowered her wing, "we're going to the heart of the tower," she stated as she tossed War-Helm's helmet onto the rest of his armor. The armor stood up a moment later while Faust released Tree-Mane from her grip, "we're going to be moving quickly so you three better keep up!" she ordered sternly. Tree-Mane twitched and looked at the nearby ponies, it rose up on its branches to tower over them, the shadows seeming to rise around it and reach out for them threateningly...

"And if you so touch any of the little ponies I swear I will bucking set you on fire!" Faust shouted at Tree-Mane. Instantly the wooden pony dropped back to its hooves then turned with a crack to follow Faust. The rest of the ponies just stared as the two went deeper into the tower.

"How is it she controls that thing?" Twilight questioned quietly more than a little intimidated by the silent creature. Her friends shook their heads with wide eyes. The other alicorns shrugged, none of them were sure how Faust tamed Tree-Mane, and to be honest few of them wanted to know. Luna was the only exception as she was honestly friends with the wooden pony. However that mattered little at the moment. They had more important things to be worried about after all.

"Come friends, we mustn't tarry any longer! To the heart of the tower!" Luna declared and trotted after Faust and Tree-Mane. The other ponies slowly followed after them into the depths of the tower. Although War-Helm perked as he heard the tower, and knew where it was actually leading them. 'Finally,' he thought to himself, 'I'll get to burn something,' he noted to himself...

Tick...

The sound echoed in the wide room. Alongside the sound was music, soft and slow, a music boxes lullaby. The sound echoed, and yet she ignored it. Instead she focused upon a tiny dancing figure. It was placed delicately upon the only un-smoozed table. A tiny figure made of bronze and brass that danced. It was a simple little thing, but internally it was complex. It was a design her father had made, but never created. But she silently watched it all the same. Entranced and enraptured by it for a moment.

It was a simple little thing. Made from bits and bobs she'd found in the simulacrum chamber she hadn't needed. It had a wind up key at the side, not in use right now. She would wind the toy again once it stopped its little dance. But right now she just wanted to continue to watch it move. It didn't jerk like some machines were won to do. Its movement was fluid and graceful, and it brought a smile to her lips. She remembered that her father's work was always like that.

He could make the most amazing machines. Toys for the most part, but he had also built other things. Rare as they were she had always thought that they were interesting. Even then, the simplistic toys and music boxes he made had always been interesting. In that moment she could recall the days of her, well, 'youth' she supposed was the wrong word. She did not age so youth was not a thing she could understand. But it was from her early days that the memories sprung forth.

She recalled her father's shop. She recalled it and the sights and sounds and smells that first greeted her. The sight of the simple oaken wood of the shop and the brass and bronze and silver and gold of metal all over. The sounds of her father as he circled her to ensure she was complete. The smell of oil and wood and that ever so wonderful cedar smell that seemed to follow her father wherever he went. She remembered it all, and she remembered how happy she'd been back then.

Her father was a simple stallion, all things considered. He loved to build complicated machines, but he had hated overly complicated things like philosophy. Machines were simple, he understood how they worked so he liked them. He didn't need to understand people to understand machines. She was his daughter because he brought her into the world. It didn't matter that she was a machine. It didn't matter that she hadn't been 'born' in the traditional sense. It didn't even matter that she wasn't, technically, even an Earth Pony, though she certainly looked like one. Outward appearance aside she was a Simulacrum, and yet he still treated her like a daughter.

One time back then she had gotten an errant thought, and asked if she had a mother as well. Her father had admitted that the crimson stone that gave her life came from an odd mare. However, he hadn't seen her for quite a while. Her father hadn't known much about the mare. Only that she was a unicorn, she was brilliant, and her magic was the same crimson as the stone. She had even helped with some of the prep work for her creation. It was, in part, thanks to her that she even existed. So in a way, she did have a mother, but to her knowledge she had never met her.

She was a complicated piece of work too. Very very complicated. In all the time she'd known her father she could never really wrap her head around how he had made her. The mare that helped him had done far more work than she cared to admit. Enough to turn her from what would have been a moving doll, into a walking talking simulacrum as close to alive as possible. Her father's earlier designs and ideas had been for a machine, not a mare, not her. A dancing toy made to look almost real. Back then when she'd seen them she had honestly wondered what it would've been like if she'd been that way instead.

She came from her memories and watched the dancing toy once more. Well, it was simple, elegant, and in her opinion more wonderful than a pony. It was scaled down from the original design of course, she thought the smaller size was cute. It was simple and she enjoyed it's little dance. Ponies were far too complicated and unruly. The toy before her had a simple and pure purpose, to dance and entertain. It twirled and it moved in graceful little arks while she watched it.

For a moment she almost envied it. It didn't understand anything. It didn't feel anything. It didn't know anything. It just was what it was. A simple dancing toy. No emotions, no pain, nothing but its purpose. She hadn't had a purpose since her father died. She had been designed to prove her father was the greatest toy maker in all the lands. That was her purpose, but she had also been his daughter. When the lord had denied her father, and then made others believe him a fraud...

Her father became dull and listless, his business was ruined and the lord denied him the right to sell his toys ever again. She tried, she tried desperately to keep him stable. But in the end it hadn't been enough. She'd been alone. The one pony she loved unconditionally had been hurt in the worst possible way and had died for it. She could remember what happened next all too clearly. She could remember the pain of his death, and the anger for the wrongs of that lord. She remembered it welled within her, until finally something had cracked inside of her. The rest was like a blur of emotions and pain.

She followed the lord. She recalled she had done so for weeks. The stallion had become a paranoid mess soon after. The song her internal music box played had become a sign of danger to him. He knew the song for he remembered her and her father. He had known her father built her, not birthed her like he claimed. She was a machine and he knew it, he had simply been jealous. Jealous of a skill that an Earth Pony possessed that the Unicorn Lord did not.

It had not taken long for the lord to retreat to his home. He denied the court, he denied visitors, and his subjects grew worried for his mental health. She had listened and knew it was time. The lord lived in a mansion on a hill. She remembered that she climbed that hill in the dead of night. She remembered that she had slunk though his home and caught him in the dark. She recalled how she broke off his horn, robbed him of his magic as he robbed her father of his craft.

She had then done worse. She recalled how she had hurt him, cut at his face and body and removed his tongue. Soon there was nothing left but what would eventually be a scarred up mess. She had paid special attention to his Symbol, so that no one could recognized him. She had used a healing tonic to speed that process along. Such things had been common in those days. The era of alchemy had been at its peak after all. Then she had put him in rags before she dragged him through the streets and tossed him into the filth. The last thing she did was smile and wave as she left him to his fate.

She had let the music box play loudly, allowed it to echo in the streets so he would never forget it, or her.

She had robbed that lord of his magic and of his life. She hadn't killed him though. No. That would have been a mercy she was sure. To live as a tongueless scarred mess on the streets. Without his wealth, without his prestige, without anything he had come to see as his own. She had felt it a fitting punishment at the time. She didn't know much about what had happened next. She hadn't cared enough to check up on him. Maybe he had killed himself, maybe he had simply wasted away, who cared really.

She had never been quite the same after it though. Unicorns made her just a bit... moody, she supposed was the right word. She quite plainly couldn't stand them. Their stuffy attitudes. The way they felt it was their right to rule. Bah! All they did was a bunch of silly little tricks. The Earth Ponies made the food. The Pegasi controlled the weather. What did Unicorns really do? They collected books, they learned spells, but did they ever do anything of any real value to anypony but themselves?

No!

All they did was stay in their stupid little towers and castles and mansions, lording over everypony else like they were some great gift to ponydom! It made her so sick and mad and errgh!

She slammed her forelimbs onto the table with gritted teeth. Her vision blurred while the table shuddered and creaked and very nearly buckled under her. Her breaths came in labored pants. She looked to her forelimbs, no longer ended in hooves but something else. The new implements made finite detail easier for her. It was only because she couldn't otherwise achieve such details that she had altered her forelimbs so. She didn't want to alter her father's work, it had been necessary.

She looked down to see her toy had stopped moving. It sat low and posed in what appeared to be a sleeping position. Almost as if it's task was done and so it laid down to 'rest'. She took a moment to collect herself and snorted. She didn't technically have lungs. She didn't even need to breathe. She just liked to think that 'taking a breath' could help you calm down and snorting felt right for when she was angry. Mimicking the motions of ponies had become second nature after that incident with the lord.

She'd tried to integrate with ponies of course, she tried to be 'normal' but it'd been difficult. While physically she'd been a 'mare' in age, mentally she'd been so much much younger. Her mind was filled with knowledge true, but she hadn't had any experiences to go with it. Sometimes she had acted like a giant filly. She had wanted to play with the foals, but they called her weird. She didn't like being singled out and it just made things for her worse. Eventually she'd realized she needed a job, if for no other reason then to appear be normal.

But there was a problem with that.

She didn't actually have Earth Pony magic so she couldn't grow crops like they could. In that era it hadn't been like she could realistically do anything else. Earth Ponies had had their place in society after all. They grew the food. That seemed to always be what Earth Ponies did now that she thought about it. In Faust's reign that hadn't been true, but that was a different time. A much better time honestly. But she wasn't in that time. So her options had been... limited, to say the very least.

She had ended up as a Scullery Maid in a unicorns employ...

It was just one more reason she hated bloody unicorns. They had called her incompetent, useless, worthless, and a host of other things. She couldn't seem to do anything a normal pony could. Her hooves were made of a sort of wood, or maybe something else, so they couldn't pick things up like normal ponies. That alone had made her job a thousand times harder. It didn't help that she couldn't feel things like ponies. Children tugging at her tail or apron didn't register to her. She'd said she was 'essentially nerve dead' when they demanded to know why she hadn't paid them any attention.

She'd been fired within a week. She'd tried other jobs. But none of them had fit. It didn't help that a few times when ponies bumped into her they started to feel something distinctly not like a pony. She never paid it any mind at first. But then the whole unicorn dominated thing started to get more and more apparent. It had started to make her edgy. Soon enough it just made her mad. Mad enough that she had gone on a mad spree of snapping off their horns in the night.

It had turned her one isolated incident with the lord into something more. It had also made her into a legend. Bloody Mary they came to call her. They had tried only once to capture or stop her themselves. The Unicorns and, surprisingly, the Pegasi that is. They had tried to hurt her, only for her true self to be revealed. A machine, powered by magic, and able to mimic a pony to perfection. Her father's finest work finally laid bare for them. They had ran at that. The Unicorns anyways. Apparently fighting roughly half a ton of metal in the shape of a pony was not their idea of an ideal fight.

The Pegasi, being as foolhardy as they were known to be, had still tried to attack her. Their speed did little more than annoy her. When she didn't want to move she was like a rock. That whole 'half a ton of metal' thing had not been an exaggeration. There was a reason she had never left the ground floor of most homes. When they couldn't rush or dive bomb her, without injury to themselves anyways, they had resorted to other methods. Lightning actually hurt. That was the only thing she'd say on that matter. Aside from when fire started to spread all around her... she really didn't like fire. Her father had always told her fire was bad after all.

Thankfully, she had managed to escape them without damage to her internal workings. She returned to her home and retrieved a spare suit of skin... er... pelt... whatever you called her coat. It wasn't real fur, or hair actually. Her father had made only a few of them and most had been damaged by that point. The last of them had been used so she could escape the pursuit of the pegasi. But Bloody Mary wasn't done quite yet. She wasn't sure if she wanted to start with the Pegasi as well. But at that point she had really considered it. It'd be easy to break their wings or something similar after all...

But then she had met her. Faust.

Mary hadn't stood a ghost of a chance. A unicorn could get lucky if she didn't catch them off guard and get a spell in on her. She wasn't immune to magic after all, though the unicorns hadn't exactly known that and had assumed she was. Idiots. Faust on the other hoof was a pony who could and would fight with her own hooves. The strength of an Earth Pony of her size and weight, yeah, that had actually managed to dent her.

Added on top of that, Faust had conjured a ring of fire to paralyze her with fear. She had had no way to escape, no way to fight, she'd been alone against the oldest creature to ever exist. Truth be told, it had taken the much larger, faster, older, stronger mare nearly no time to capture her. Then she'd taken her away, transported her to the grand archives. Her tower, he home, a place that few had ever seen before. Then she had strapped her into that diabolical thing she'd been in and ripped her heart out.

And they said snapping off a unicorns horn was extreme. Ha!

Sure her 'heart' was just a Spectra Gem but it was the principle of the matter! Faust had ripped her heart out while she was still aware! Even worse it had, somehow, caused her to relive every last memory of her life up to that point again and again and again and again and again and again and again! She grit her teeth and bit her lower lip as the memories pushed against her mind. She didn't know how she hadn't gone completely insane by it. Well, she wasn't completely sane, she was sure, but she also wasn't a jibbering mass of insanity either.

Regardless she leaned back and looked around herself. She looked to the devices around her. The devices collected by Faust over a millennia of life. Simulacrums that had been built, then torn apart by the mare. Few of them still had the ability to move. So she had used their parts for her own ends. She replaced her hooves first of course, though that had been a task in and of itself. Once it was finished she'd replaced her eyes and made a few other... 'modifications' to her body.

It had been sheer luck that she'd found any viable parts. Most of the ones that were still intact had been covered in the odd purple-grey slime. The same slime had hardened not long after the main body had moved. She'd tried to break it already but it was absurdly sturdy. The machine-mare was actually curious about how hard the stuff was, but had no real way to test it. She'd already decided that she was going to put off such experiments until after she'd dealt with Faust. Science was all well and good, but she wasn't going to make plans until after she'd dealt with Faust.

Although now that she thought about it if she really wanted to be careful she shouldn't just attack Faust head on. No, she could use some assistance in dealing with Faust. She glanced around at what little remains she had to work with and grinned. While mane of the parts were covered in whatever that purple grey muck was, there were some on shelves that were out of the way. She could get to them thanks to her modifications. She wouldn't have to worry about that at the very least. Faust was powerful, no pony could deny that, and she was going to be careful when she finally faced her.

Although she couldn't help but think it was almost ironic, how 'the Marionette' would soon become the Puppet Master!

TBC...

Author's Note

Okay I am really sorry that this took so long to get out! At first I was having some problems with finding the time to actually write, then I got lazy for a while, then life just decided it wanted to kick me in the teeth... ugh... anyways.

My point is it's been kind of a chore trying to find the time to get this written. I'm not trying to make excuses for myself, as I always do I'm going to put a bonus chapter out soon to apologize for the lateness of this chapter regardless, and I'll obviously have a Halloween Chapter out as per usual.

I honestly can't help but feel this chapter was mostly filler and exposition on a few fronts. It does help develop a few characters though which is always good in my opinion. Much like it is with Steven Universe, world building takes time when done right. Although I doubt my story is anywhere near as good at that part.

In any case I'll try really hard to get the Halloween Special out on Halloween, and I'll get you a bonus chapter after that! The Bonus is usually a Q&A special thing, though I'm planning for this one to explain how Alicorns function and the way they develop, at least in my mind. If you'd prefer to learn something else as well feel free to ask any questions you might have about the world I'm making.

Halloween Special: The Sisters' First Fall Festival

Within the grand tower of Faust, the mare herself rests upon a cushion. She rests before a crackling fire, in her private study. Before her rests a strange book, it's cover deep crimson. It bears the marks of many years gone by. Scratches and tears across its form. The title of the book remains hidden, as the front cover is left against the ground. Faust idly turns the pages of the book, she pauses for a moment to blink, and then looks up with a smirk.

"Welcome back every pony," she offers with a curt nod, "or otherwise," she offered playfully. "Its that most magical time of year, the time when spirits rise and roam the land of the living once more," the ancient alicorn stated. She then turned the page of her book and lifted it up into the air. The book was covered in a crimson glow as the mare turned it away from herself. Upon the page was an image of Faust herself, alongside two fillies at what could only be a festival.

"This year we get to take a trip back in time," the ancient mare declared. She turned the page in the book once more, this time revealing a familiar pumpkin headed creature. "Back to a time you've seen, but to a story yet untold," she declared. She then smiled as she looked to the nearby fire as it crackled and popped. "It was long ago now, more than a thousand years," she admitted. She closed her eyes as ancient music filled her ears. Music and dancing and old magic that was all but unknown to this modern age.

But that was for a later time...

"Back when Celly and Lulu still lived at my tower," she continued. She turned the page once more, this time revealing a set of pumpkin headed ponies, a sign with the words 'welcome to Pottsfield' behind them. "In a place that perhaps, you've seen in your dreams," she stated with a smile. "An old friend asked me for a favor and I accepted. I decided to bring the girls as well, so we could visit a festival after the favor was done," she admitted. She then smiled as she turned the page to show ponies circling a large bonfire.

"The Fall Festival, the Autumn Harvest, Allhallows Night, Samhain Eve," she intoned. She then turned the page once more, this time it showed her pulling a cart filled with pumpkins. The young Clestia and Luna rode upon the cart, a pointed black hat on her head, and false fangs clearly visible in a grinning Luna's maw. Faust herself wore autumn leaves as a shawl and in the shape of a laurel crown on her head. "So listen well, ponies and others, for this is the tale of..." Faust began then breathed a breath into the flames of the fire, which suddenly rose...

The Sisters' First Fall Festival...

On the edge of the ruined Dream Valley is a vast range of mountains. Beyond those mountains is an equally vast forest. It's trees are tall and gnarled, and yet they are also healthy and alive. Unlike the rest of Dream Valley, this land remains verdant and green. In the summer anyways. In the autumn it turns a cacophony of brilliant colors. The painted trees leaves fall upon a beaten path as a large mare pulls her wagon along her way. It is a familiar mare, the lady Faust, of the Tower of Dream valley who trots this path.

She is dressed in a shawl of autumn leaves which bears an iron clasp in the shape of a raven's talon, with yet more autumn leaves in the shape of a laurel crown on her head. Her hooves are protected by brass shoes, which have scuffs and bits of dirt across them. She also bears a harness with an old wooden wagon attached moving behind her. She hauls cargo in the wagon, most notably a mess of pumpkins. Although seated on the wagon are two familiar fillies.

Celly sits in the wagon with a frown, a book held in her hooves and garbed in a feather lined black cloak and mask that covered half her face and resembled a skull with the hood of the cloak drawn up. Faust had insisted they dress up as it was supposed to be traditional for this time of year. Apparently it was so the spirits and ghosts of those who had passed and came out this night would leave them be. Admittedly, Celly was more than a little skeptical that their outfits would have any effect on spirits. Discord was a Spirit after all and she doubted simple disguises would fool him. Lulu didn't care either way and simply enjoyed dressing up in the guises.

Said filly of course rested beside of her older sister and practically vibrated from excitement. Celly glanced at her and could make out her bright grin even with the odd pumpkin shaped mask she was wearing. Her tattered old cloak was colored in a dark shade of orange and red. According to Faust they each had a costume to represent a 'spirit' of sorts. Lulu looking like the spirit of the harvest, and Celly in the guise of the 'reaper of souls'. The ancient alicorn had told Celly that it was somewhat appropriate as both were able to call on spirits, though had admitted they were also the only guises she had that would fit them.

"Are we almost there mother?" Lulu questioned excitedly. Faust chuckled lightly and glanced back at the younger of the sisters with a bright smile.

"No Lulu, we have to make a stop elsewhere before we reach the festival," the ancient mare replied. Lulu pouted while Celly merely rolled her eyes.

"I still don't see why we're going to this festival," the off-pink filly stated aloud. She turned a page in her book while Faust sighed.

"C'mon Celly, at least try to get into the spirit of things," the ancient mare pleaded. Celly rolled her eyes and returned to her book. Faust frowned and muttered to herself in response. Sometimes she had to wonder why Celly was always so difficult.

"Where are we stopping first mother?" Lulu questioned. Faust internally thanked her for the distraction and smiled.

"A little town called Trottsfield," she replied, "I have to deliver some pumpkins to the mayor," she explained. Celly idly looked up and raised a brow.

"Trottsfield," she mumbled, "is that short for a 'Trotters Field' by chance?" she questioned. Faust blinked and glanced back.

"Where did you learn about those?" she questioned. Celly idly held up her book.

"I'm studying about the Griffon Pony wars," she admitted, "they mention that at one point the Griffons started to attack earth pony settlements and leave no pony alive. Because of the sheer number of dead the defending army was forced to bury them in shallow mass unmarked graves. They eventually called places like that a 'Trotters Field' because of how they trotted over the dead," she explained. Lulu shivered in response while Faust hummed and looked up.

"Well this was one of the old Griffon Pony battlefields, so it could be an old trotters field," she admitted. Celly glanced to either side.

"Then why are we here to deliver pumpkins?" the older filly questioned. "It looks like they have more than enough," she noted with a glance to the pumpkin fields to either side of the beaten path. Truth be told she'd much rather be in the tower right now. Unfortunately Lulu had insisted they go with Faust to this 'fall festival' thing. Celly had argued that she was old enough to be left on her own, but Faust had said that she couldn't stay in the library all day. Celly honestly wanted to argue that point, but hadn't been given the chance. Faust had grinned in response, a mischievous twinkle in her eyes.

Next thing she knew, the ancient mare had all but foal napped her for this trip.

"My friend Enoch asked me to collect some for the villagers," she stated mysteriously. Lulu giggled while Celly frowned to herself. The elder sister rolled her eyes and returned to her book. Lulu looked at the countryside as they crossed it with a bright smile. The autumn colors and fresh air were a nice change of pace from the tower. It was so rare that Faust took them outside that she sometimes forgot what outside looked like. So the filly choose to absorb the sights of the cool autumn day as if it would be her last.

"The trees are so pretty here!" she declared. Faust chuckled lightly as she glanced to the trees. The burnt colors of yellows, reds, oranges, and browns were quite pleasing to the eye. Lulu then looked to Faust curiously. "Does some pony paint the leaves like this every year?" she questioned. Faust giggled in response and grinned widely.

"No Lulu, the trees just change colors when it starts getting colder," she explained with a smile. Celly mumbled to herself about why the leaves changed colors, but Lulu ignored her. Celly frowned slightly when she realized that Lulu was ignoring her. She then huffed and looked to the forest herself. She paused however when she noticed something in the distance. A long tattered cloak all she could make out of the strange figure, alongside it's eerie glowing eyes. Yet she turned away from the sight when she saw that they were approaching a small town.

"Is that Trottsfield?" she questioned. Faust idly nodded as they walked into a quiet little town. Faust walked to the center of town and unhitched her wagon with her magic. As the ancient alicorn started to unload pumpkins into town square Celly shut her book and hopped off of the wagon alongside Lulu. The fillies looked around the near deserted town curiously. 'Is this place abandoned?' she wondered to herself. Celly felt more than a little trepidation as she noticed most of the doors were ajar, and that there was sometimes even food on the tables. She then noticed as Lulu approached a large barn and sighed.

"Lulu," she stated and broke into a quick gallop to catch up with her sister. She briefly paused when she heard music and frowned to herself. The younger filly had halted in front of the barn and looked inside curiously. Celly paused at her side with a frown, "What are you," she murmured as she then followed the younger fillies gaze inside of the barn. What she saw caused her eyes to widen. Odd creatures dressed in nice clothes that vaguely resembled ponies with pumpkin heads and other gourds for bodies. They danced around an enormous pumpkin with a wide grin stretched across its face.

"Neat huh?" Celly nearly jumped as she turned to a see Faust looking at her with a smirk. "C'mon girls, we still have places to be," the mare stated. Lulu looked into the barn and then to the mare.

"This isn't the festival?" she questioned. Faust merely smiled as she lifted the fillies with her magic.

"It's a festival, that's to be certain," she admitted. "However let's not disturb the peace or Enoch might have to punish you girls," she warned. She then moved to the side for a pumpkin headed pony to enter the barn. He paused to look at her and inclined his head in her direction.

"Pardon me, ma'am," he offered politely. Celly noticed that his voice was muffled, so she assumed he wore some form of costume for the festival. Faust swept her wing out and inwards in a grand bow.

"No need for that, good sir stallion," she replied. She then straightened and waved a wing inside the barn, "be sure to say hello to Enoch for me, and tell him I delivered his pumpkins as promised," she bade. The pumpkin costumed stallion nodded his head. Faust smiled at the pumpkin headed pony who trotted into the barn to join the rest of the merriment inside.

"Oh so those are just costumes," Celly breathed with a sigh of relief. Faust snickered.

"Well of course, pumpkins don't just get up and start to move on their own," she stated. She then paused and hummed. "Well not without an animation charm or spell of some kind," she admitted. "Which now that I think about it," she murmured as she carried the sisters back to their wagon. She thus fell into thoughts of animating the inanimate while Luna pouted as they returned to the town square. Once they had returned Faust idly returned the girls to the wagon as she reattached the harness.

"Why can't we stay for this festival?" Lulu questioned, "it looks fun!" she declared happily. Celly looked at Faust, her own curiosity brimming. She didn't really want to stay for this festival, something about it just seemed creepy to her, but it was a descent enough question. Why go to some other festival, when this one was so much closer? Faust was silent for a moment as she attached the harness and then turned to look at the fillies with a soft smile.

"You're too early to join," she replied softly. She then trudged forward while Celly arched a brow. Lulu merely crossed her forelegs with a huff.

"Why do older ponies always get to have all the fun?" she wondered to herself. Celly rolled her eyes and then glanced back at Trotsfield as they made their way out of town. She paused when she saw a colt with a red cone shaped hat and blue cloak that appeared about her age trot into town. Beside of him was a young colt around Lulu's age with a frog on his back, a pumpkin on his hind hoof, and a tea kettle on his head. Finally she noticed what looked like a bluebird sitting on the first colt's cone shaped hat.

'Who are they?' Celly wondered briefly, then turned with a shrug. It wasn't her problem if the colts were going to the Trottsfield festival after all. It also wasn't her problem if they disturbed the peace and this 'Enoch' had to punish them. So with that she returned to her book while Faust continued on her way. The gentle sounds of nature around her gave the young pony a pleasant backdrop to read in. Lulu fidgeted in her seat and looked all around. She paused as she noticed a shadowed figure in the woods. Though it was the pair of glowing eyes that she fixated on.

However as soon as she saw it, the figure vanished into the shadows of the forest. Lulu hummed to herself then looked back to Faust. "Mother, are there any creatures in this forest with glowing eyes?" she questioned curiously. Celly glanced at her sister curiously for a moment, then looked to Faust expectantly. She'd almost forgotten about that thing she saw in the forest earlier and hadn't thought to ask the elder pony about it at the time. Faust herself hummed lightly and thought about the local wildlife for a moment.

"Some," she admitted, she then looked to the forest herself. She narrowed her eyes and turned to the smaller ponies with a grave expression. "Although none of them are safe for fillies to be around," she stated gravely. Celly blinked and then nodded her head in understanding. Lulu however pouted.

"But perhaps we could befriend it," she suggested. Faust shook her head and smiled softly.

"Sorry Lulu, some things out there just don't want to make nice," she warned. Lulu mumbled to herself while Faust turned back to the road. Her eyes narrowed as she glanced towards the forest once more. A shadow shifted and moved through the darkness in the forest and she frowned. 'So you're still here,' she thought to herself. She would have to keep an eye on the girls tonight. It was a night when he was at his strongest.

"Mother, where is it we're going now?" Lulu questioned. Faust glanced back and grinned.

"We're visiting a few nomads I know come to this area every year," she replied mysteriously. Lulu tilted her head while Celly looked up in intrigue.

"So are these nomads ponies?" she questioned. Faust rolled her eyes in response.

"Nah, they're deer," Faust responded. Celly placed her book to the side and sat up.

"Really? I've read that the Deer developed an impressive runic language. Is that true? Do you think they might let me learn some of it?" the off pink filly questioned. Faust chuckled lightly and smiled brightly in response.

"Celly I'm sure they won't mind. I know for a fact that at least Red-Tail will be happy to teach you," she replied. Celly tilted her head to one side and flicked her ear.

"Red-Tail?" she questioned. Faust nodded her head.

"Aye, he's the nomads elder and a master of runic crafting. I met him when he was a fawn and we became good friends. I especially loved learning about runes with him, the Deer's runes aren't the best but they are pretty versatile all things considered. Then again I shouldn't be so surprised since the deer are masters of them after all. I think Majesty was the only pony who could equal them in that," she explained. Celly made an oh with her mouth and smiled brightly. Lulu rolled her eyes.

"Only you would turn a festival into an excuse to learn another language Celly," the littlest pony commented. Celly merely huffed and glared at her little sister.

"I'm just trying to broaden my horizons Lulu," she replied tersely. She then sniffed and stared down her muzzle at the smaller pony, "you could certainly stand to learn something from this festival yourself," she remarked off-hoofedly. Lulu rolled her eyes and then grinned brightly.

"I do plan to learn something, I plan to learn the joys of a new festival and it's traditions!" she declared with her fore-hooves raised into the air. She then fell back with a yelp and Celly smirked. "I'm okay!" she declared which caused Faust to giggle.

"You're adorable is what you are," the ancient alicorn stated with a nod. Celly nodded in agreement while Lulu sat up with a huff. She turned her nose into the air while Faust looked away from her with a grin. She then focused on where she was going. 'Lets see, Red-Tail and the deer usually set up fairly early. If I want the girls to enjoy the whole festival I'll need to get to the hill before dark, they start at sunset after all,' she noted to herself. She thus picked up her pace while the girls held on as she continued on her way. They took the time to admire the countryside some more, as they likely wouldn't be getting out again for a long while.

While they loved Faust's tower, sometimes they did miss the outside world.

It was some time later that the trio came upon a lonely hill. Upon that hill was a set of tents and a large bonfire. Celly sat up straight as she noticed several Deer ahead, the tall willowy race being new to her. She also took note of their antlers, which reminded her of the antler that Discord had on his head. She shook such thoughts away when she noticed that the deer weren't wearing guises like them quite yet. She looked to Faust curiously when she realized that.

"Why aren't thy dressed up?" Celly questioned. Faust smiled in response.

"They don't dress up till sunset Celly, Samhain Eve starts at sunset and ends at sunrise," she explained. Celly mouthed the words 'Samhain Eve' for a moment and then grunted as they came to a sudden stop. Lulu grinned happily as they stopped and hopped from her seat while Faust unhooked herself from the wagon.

The filly quickly leaped from her seat and looked around curiously. Celly gave a sigh and hopped after her little sister. Faust herself glanced at them then shook her head. 'Ah, girls will be girls,' she thought to herself. She then paused, "I hope they don't cause any trouble," she murmured to herself. She then started to unload pumpkins which a few deer came to collect and thank her for bringing. As she did Celly chased after her little sister. The younger pony ran between and even under several deer and the elder had to pause and apologize to them. They waved it off, but she felt that her sister needed to stop all the same.

"Lulu!" she cried as the littler pony rushed towards the bonfire. She quickly followed and rounded the corner of the bonfire only to pause and yelp as she came face to face with a carved pumpkin. Celly blinked and then looked down to see the carved pumpkin was placed on a stump and a plethora of autumn colored leaves surrounded it. There was also the enormous scythe that was stuck into the stump which gave the filly a shiver. She slowly backed away from the eerie pumpkin and looked for her errant little sister. 'Where did that filly run off too?' she wondered with frown.

She rushed away from the stump and the pumpkin, just as the pumpkin's eyes started to glow...

Celly looked all around for her sister. Finally she spotted her talking with an old deer with a long grey beard dressed in a strange kind of robes with a pipe in his mouth. She frowned and hurried over to the younger filly. "Lulu!" she growled as she grabbed her sibling. The littler pony yelped and then struggled to get out of her grasp. As she did Celly looked to the elder deer with a nervous smile. "Sorry if she bothered you," she stated. However the old deer laughed and then grinned widely.

"Be no trouble at all lass, the wee thing jus' wanted ter ask a few questions," the deer assured her. He had a noticeable coltish accent. Celly frowned for a moment, but before she could comment Faust appeared in a flash of magic.

"There you two are," she started then paused when she saw the deer, "Red-Tail?" she questioned. The old deer grinned toothily.

"Aye lass, though maybe 'Grey-Beard' would be more appropriate now," the old stag commented jocularly. Faust rolled her eyes and smiled at the deer all the same.

"Hard to believe you're that same little fawn who could hardly grow a beard," the ancient alicorn noted pleasantly. Red-Tail scoffed and stroked at the beard hanging from his chin with a frown.

"Aye, now I wish it'd stayed 'at way," he grumbled. Faust snickered behind a raised hoof and her old friend grinned at her. "So I take it 'ese are ye youngin's then?" he questioned. Faust sighed and rolled her eyes.

"I'm taking care of them if that's what you mean," she replied, "I figured they might like to see a real fall festival," she commented with a grin. Red-Tail barked out a laugh and then winced and rubbed at his back.

"Aye, 'ats good d'en. Too few ponies know of and celebrate Samhain eve as is, d'ough maybe I'm a wee bit too old fer this," he commented. Faust patted the old stag on his wither with a soft smile. "Anyways ye wan' me ter show the fillies 'round 'en?" he questioned. However Faust frowned as she looked at the fillies and then shook her head.

"Sorry, I think these two just got a quick look around, but I'd appreciate it if you'd keep an eye on 'em till the festival starts, maybe tell them stories or show them a little of what your runes can do," she suggested. Red-Tail arched a brow for a moment. The old stag had had fawns of his own once upon a time. He'd been a much younger deer a the time but that didn't mean he couldn't at least keep an eye on the two. He just hoped the older one could keep the younger one under control... 'Not likely,' he admitted to himself. Still he could at least do that much for his old friend so nodded his head. Faust smiled brightly.

"Thanks red, I'll go help out with preparations for the festival then," with that Faust vanished in a flash of red light. Red-Tail shook his head and looked to the two fillies. They had gotten back to their hooves and looked at him strangely. He grinned toothily and scratched at his head.

"Alright, so ye want ter hear a story?" he questioned. Celly frowned however Lulu grinned brightly.

"Yeah!" the littler filly declared loudly. Celly placed her hooves over her ears while Red nodded and stroked his beard.

"Hmmm... bit excitable inn't she?" the old stag quipped. Celly nodded with a sigh. "Well in any case, how 'bout I tell ye d'e story of d'e Tricksy Cat 'en?" he offered. Celly blinked and then raised a brow. Lulu however was somewhat oblivious to her sister's thoughts as she trotted over to sit by Red with a smile.

"Yes please good sir," she bade. The old stag chuckled and looked to Celly. He patted the grass next to him and the off-white filly trotted over to sit by his side. The old stag nodded once she was seated and stroked his beard with a thoughtful frown on his face. He considered where to begin and how the old story went. It'd been an age since he'd gotten to tell that tale after all. Most of the fawns of his tribe were more interested in hearing other stories after all. After a moment he clicked his tongue and reached up for the pipe in his mouth to breathe out a bit of smoke.

"Once upon a time, long ago now, d'ere was an old cat with purest white fur, unnatural good luck, and a crafty mind. His true name is lost now, but his deeds are not forgotten," the old stag began. "This tricksy cat liked nothing more 'en being d'e center of attention, and wit' his luck he usually was. If all eyes didn't lay upon him though, he got mean. He'd play nasty tricks on d'ose foolish enough to look away from 'im and always got away from punishment. But what he hated most of all, were d'ose days in d'e year no' dedicated to 'im," the stag explained. He took a moment to take a drag from his pipe and closed his eyes.

"One day came d'e great fall festival, when all were reverent of spirits who come to our world and when kin who've been lost return for one night ter feast. Twas a time when no one could nay pay attention to an arrogant cat. 'Why should d'ey celibrate a bunch of spirits,' d'e Tricksy Cat thought, 'the dead are buried, I'm still here and deserve the attention,' he decided," the old stag continued. He frowned and blew out another puff of smoke into the air, "D'en when d'e festival finally came, d'e cat planned to pull a great prank so all would see him once more," he continued.

"No one will want to go to this festival without the pumpkins,' he decided. For the pumpkins were a sign of the spirit of the festival. Without d'em he felt none would be d'ere. 'I'll just fix that,' he declared. So in d'e dark of d'e night d'e tricksy cat collected all d'e pumpkins for d'e festival and gathered d'em up. He placed 'em in a bonfire and set d'em ablaze. He laughed as d'e pumpkins burned and d'e townsfolk came to see what he'd done. D'ey tried ter catch him, but d'e tricksy cat's luck allowed him ter get away. He escaped of course but all now knew and hated his name," he explained. He then sighed and shook his head.

"How wonderful,' he decided despite their hate, 'now e'eryone knows me and my name!' he declared. But d'e cat didn'e understand d'e truth, for his luck couldn'e help him from what was yet to come. Ye see, he'd ruined a festival held in the honor of the dead and the spirits who roam. On the night when d'ey were at their strongest. Worst of all, he'd angered the king of all spirits, of whom d'at night was named, the great Samhain," he uttered gravely. Celly felt a shudder go down her spine and looked at Red curiously.

"Samhain?" she questioned. Red nodded and took another puff of his pipe.

"Aye, d'e spirit of d'e harvest, d'e oaken king, d'e lord of all spirits, and bringer of summers end, d'e great Samhain," he intoned. He d'en blew another puff of smoke as he continued his story. "D'e great Samhain was enraged by d'e cat's actions and so he sought him out. He traveled from town to town till finally he cornered d'e tricksy cat. D'e cat's luck had saved him from punishment for years, but d'e spirit n'e let d'at happen d'is time. D'e tolling of bells proclaimed his coming and Samhain caught d'e cat by his whiskers and bound him in straw, d'e cat was taken back to be judged in the very place of the festival he'd ruined," the old stag continued.

"D'e Tricksy Cat tried to make excuses for his actions of course, tried to barter for his freedom, but none can bribe d'e great Samhain. Samhain declared 'at d'e cat would never again live only for himself, never again be d'e center of attention, and never again would he ignore d'e desires of others for his own. In 'at moment the soot from the fires rose and turned d'e cats once beautiful fur a deep pitch black, it lost its luster and became dull. But Samhain wasn't finished wit' him yet, he turned d'e cats great fortune on its head, so 'at only bad luck would follow him from d'at day forward," he stated.

"D'e cat tried to plead and beg for forgiveness but Samhain silenced him with a word. D'e great Samhain stretched out his arms and spoke in a deep voice, 'For ye crimes ye shall toil for d'e spirits whom ye insulted, ye shall gift them guises so d'ey might enjoy d'eir own festival this night each year, ye shall replace d'e pumpkins ye destroyed with new ones and ye shall do so until ye penance is earned,' Samhain declared. D'e cat begged and pleaded for mercy, tried to say 'at he wasn't at fault. But d'e great Samhain would ne hear it from d'e arrogant cat. He left d'e cat in an old land of shallow graves where he was forced to toil," he explained gravely.

"Each year on the night of Samhain Eve, the Tricksy cat would collect pumpkins and uncover the dead so 'at he might give their spirits guises so that they might finally find peace one night and pass from this world. He would throw a festival grander than any other so that he could earn his penance," he continued then closed his eyes. "To 'is day d'e Tricksy cat remains in 'at land of shallow graves, he continues to toil for d'e spirits, till finally d'e great Samhain says his penance is earned and he sets him free," the old deer finished. Lulu pouted and scuffed a hoof on the ground.

"Poor kitty," she mumbled. Celly rolled her eyes.

"It's just a story Lulu," she stated. Lulu shot a look at her older sister.

"Lots of things are stories, but that doesn't mean they aren't true!" she declared. Celly hummed in response.

"So you're saying that the arrogant cat who ruined a festival to celebrate spirits and the dead getting punished for it is a 'poor kitty'?" the older sibling questioned flatly. Lulu stomped her hoof in response.

"No! I think he's a poor kitty cause he's still being punished!" she declared firmly and looked to the ground, "That just seems so unfair," she murmured quietly. Celly merely shook her head in response.

"Lulu Spirits are nigh immortal, not to mention they tend to overreact, especially when someone messes with a festival in their honor. I'm honestly surprised this 'great samhain' only made him toil one day in the year even if it is for as long as it's been," she admitted. It seemed somewhat less cruel than what other spirits would do. Even turning the cat black wasn't all that bad... and it kind of explained why black cats were associated with bad luck.

"Still doesn't mean the kitty has to suffer for so long," Lulu muttered. Red chuckled lightly and leaned back.

"Well anyways, is d'ere anythin' else ye wanted ter learn?" he questioned. Celly sat up sharply.

"Could you show us some runes?" she asked excitedly. Old Red-Tail chuckled and grinned.

"Lass ye be asking the tribes runic expert, a'course I can teach ye 'bout d'em," he crowed good naturedly. Lulu frowned and looked up at him with watery eyes.

"Aw, I wanted more stories," she pleaded. The old stag chuckled nervously and scratched at his beard.

"Ach, lass ye be right dangerous ye know," he stated. He then shook his head and looked at both fillies. "How 'bout I show ye both a little somethin', a story for ye," he said with a look at Lulu, "after I show ye sister d'e basics of runes," he suggested. Lulu pouted for a moment and then nodded her head. "Good d'en," he stated with a nod and blew a puff of smoke from his nose. He then scratched at his beard and contemplated how he'd start the lesson...

Celestial Majesty found runes to be simply fascinating for a number of reasons. Not the least of which being that her mother figure, Faust, and hero, Princess Majesty, were both masters of runes. She'd read about a number of runes in the tower, but nearly no ponies had written down anything about how to use them. As it turned out this was because most Unicorns scoffed at the idea of a 'magical language' and preferred their own kinds of spells. Celly was a filly who loved to read, so combining reading and magic was like the most amazing thing in the world to her.

It was with some surprise that she learned that there was a lot to runes she'd never thought of. First and foremost all runes needed magic to work. Second, Runes didn't work well on flimsy materials like paper, they needed something sturdy to work well like stone or metal. Third, if you did want to use runes on something flimsy then you couldn't overpower them or they tended to explode or catch fire rather quickly. Fourth, runes had to be exact or they wouldn't work, which meant they were a bit finicky. Lastly, she learned that the runic language was vast and that all deer had mastered at least a few verses of them before they were considered adults.

Red-Tail for instance, had mastered runes pertaining to fire.

Celly was currently looking over a few of the runes that Red-Tail had made in the dirt. She only half noticed the setting sun as she looked at the runes curiously. One of them was a rune that set things on fire but only burned anything that touched what it was on. Another rune was one that protected from fire and made it a non-issue. The last of them was a rune that would cause whatever it was inscribed into to set on fire until it was completely burned or melted. Apparently the tribe used those last runes to set the bonfires for Samhain Eve, the first runes were used to cook, and the middle runes were put on their hooves so they could walk even on fire.

"Why would you need to walk on fire?" Lulu questioned. Celly glanced at her sister with a frown.

"We nay need too lass, its also used ter walk on hot coals or in deserts, our hooves don't get heated up after all," the stag replied.

"Seems silly," Lulu decided. Red-Tail idly nodded his head.

"Aye it is a bit, d'ough our cousins d'e caribou actually have a rune on d'eir hooves 'at lets 'im walk on air currents ter fly," he admitted. Lulu looked at him with sparkling eyes at the admittance. Red-Tail idly clicked his tongue then shook his head. "Sorry lassy, but we don' have d'at rune in our tribe," he admitted. Lulu huffed and crossed her forelimbs. Celly rolled her eyes as she looked at the runes for a moment longer.

"So you mastered all the fire based runes?" she questioned. Red-Tail scoffed.

"Nay lass, I'm sure d'at d'ere is at least a few I haven't had d'e chance ter master yet," he admitted. "But I have mastered making d'e runes ye be looking at, and d'e be useful to d'e tribe. I also mastered a few others when I was young, but I jus' seem ter be particularly talented with fire runes," he explained. Celly nodded her head in understanding as she looked over the runes and how they were made. She only hoped she could memorize them so she could practice with them later. She was then brought out of her thoughts as Faust appeared in a flash of crimson magic.

"Hey girls," the ancient alicorn declared, "I come bearing soul lanterns for you," she offered with a grin. Celly blinked while Lulu rushed to give Faust a hug. The older filly looked at the 'lanterns' in question and shivered. They seemed to be turnips, or at least were, and had been fashioned into eerie faces with grinning mouths and eyes from which the blue flames within were plainly visible. Lulu accepted one without question. Faust then tossed the other at Celly who caught it with a yelp, and stared into it's carved out eyes warily.

"Soul lanterns?" she questioned with a glance at the ancient alicorn. Faust nodded her head and beamed.

"Another tradition, the lanterns are said to protect you from evil spirits," she explained. Celly arched a brow and looked at her turnip more than a bit skeptical of that. "And it has a few runes so the flame won't ever go out," she added then frowned, "at least until the turnip rots anyways," she amended. Celly blinked and tried to look inside the turnip, more curious about how they got the flame to turn blue than anything. Meanwhile Red-Tail rolled his eyes and fixed a look on his old friend.

"Ye could put a rune to preserve d'e turnip on it d'en lass," he noted aloud. Faust nodded her head then grinned at her old friend.

"Yeah but it wouldn't be as much fun," she admitted. Red-Tail scoffed and got onto his hooves with a grunt of exertion. He stood for a moment and then looked to Lulu and Celly.

"Well ye too, I bes' be goin' on me way, it looks like d'e feast be startin' soon," he stated. He then hobbled off and out of sight. Faust watched him leave and sighed tiredly.

"He's so old now," she mumbled quietly. Lulu looked up at her curiously.

"Is something wrong mother?" the little filly questioned. Faust blinked and then shook her head.

"Nah Lulu, just talking to myself," she replied. She then waved for Celly to get up and picked up Lulu and placed her on her back. "C'mon silly little Celly, we don't want to miss the feast," she declared. Celly frowned but followed after her regardless. She idly looped the rope from the turnip around her neck and carried it that way. Lulu merely carried hers in her hooves and decided to barrage Faust with questions about the festival. Celly ignored her younger sister and instead glanced around to see that many of the deer had taken to wearing guises like their own, some more and some less elaborate. 'Well it is sunset,' she admitted to herself.

She idly noticed the deer were all congregating at a large tent and glanced to Faust who smiled. "It's the great feast, it's held in honor of the spirits with open places for the souls of lost kin to come and join in," she explained. Celly raised a brow and scoffed.

"How would you know if someone was a spirit," she challenged. Faust smiled patiently.

"They'd be sitting in the open seats of course," she replied.

"But what if some pony just miscounted," Celly challenged further. Faust sighed and shook her head.

"They won't because they always count the number of seats needed and add several extras for any who might show up," she explained. The older sibling merely hummed and looked forward with a frown. She noticed some pumpkins had been hollowed out and had what appeared to be treats placed inside them and frowned.

"Then what are those for?" she questioned. Faust idly wondered if Celly was just trying to get on her nerves by this point.

"For the spirits of course, they are to appease any who happen to be out," she explained. Celly merely hummed and looked to the large bonfire that had been lit. Before she could ask Faust placed a hoof on her mouth and fixed her with a look. "I'm not going to explain everything to you Celly, just please try to enjoy yourself," Faust pleaded. The older filly huffed and looked away while Lulu giggled.

"Celly just doesn't know how to have fun," she stated with a nod. Her sister shot a look at her.

"I do so know how to have fun," she retorted, "I just don't see why there are all these strange traditions," she grumbled. Lulu rolled her eyes and snickered in response.

"Not everything has to be explained Celly," Lulu challenged. Her sister scoffed as they walked into the large tent. Celly immediately took note of the cheer and laughter around them. It seemed all were in good cheer despite what she thought would be more of a 'somber' feast given it was in celebration of the dead.

"Why is everyone so happy?" she questioned. Faust chuckled lightly in response.

"Because we celebrate the dead Celly, not mourn, tonight they come back to be with family and friends," she explained as they sat down at a table that had been placed to the side. It was a smaller table, though still more than enough for them to have 'spare' places for anyone who dropped in. Still Celly glanced to where all the deer were with a slight frown.

"Why do we have our own table?" she questioned. Faust tried not to laugh and merely smiled down at the older filly.

"Because we're not part of their family of course, we have to have our own seats for any spirits or souls who come to eat with us instead," she replied. Celly muttered to herself while she sat down beside of Faust with Lulu taking up position on the other side and placed her 'soul lantern' down on the table. She idly noticed the spread of food and collected some for herself, as did Lulu. Although then the littlest filly looked up to Faust with a wide eager smile.

"Do you think we'll have any visitors mother?" she questioned. The ancient alicorn shrugged her wings in response. Truth be told she hadn't been to a Samhain Eve feast in quite some time. She couldn't quite remember if anyone had ever... She paused as a unicorn pony in a hooded cloak sat down with them, she bore a pumpkin shaped mask and rags wrapped over and concealing her limbs. Her tail wasn't visible, but appeared to be white with purple streaks. The mare nodded to her for a moment and then started to collect some food for herself. Faust blinked for a moment then looked to Lulu with a sad smile.

"I... I think so, yes," she replied softly. She paused as a few more ponies wandered into the tent to sit with them, even more deer wandering in to join with their kin. Red-Beard even hugged one tightly from what Celly could see before both sat down next to one another. Celly turned her attention from the deer and focused on the ponies, one being very tall and willowy though was mostly hidden under her guise.

"So, how about we feast then!" she offered cheerfully. Celly merely stared at the ponies who had appeared with surprise then made to ask Faust who they were. But paused when she noticed someone outside the tent. A pony, or so she thought, with glowing green eyes. When it saw she noticed it vanished in a swirl of black feathers and Celly felt a cold shiver run down her spine.

"Right," she murmured quietly as she turned to regard the 'spirits' she supposed. "Lets feast," she whispered a grim feeling of unease laying over her mind. The feast commenced in earnest soon after. The deer continued their feast and had a few games as well, although Faust assured Celly and Lulu that they were too young to get involved in them. She idly took to speaking with the other ponies who had sat with them, while Celly noticed Lulu would glance outside every now and then. Soon enough the filly thought she saw something and hopped from her seat and wandered outside.

Celly, who had been watching Faust talk rather animatedly with one of the ponies across from her, turned to her sister and saw she was gone. "Lulu," she questioned. She looked around and so slipped out of her seat and made her way over to pick up Lulu's lantern.

"Going somewhere Celly?" Faust questioned. Celly yelped and turned back to the ancient mare then shook her head.

"Just going to find Lulu," she replied. Faust arched a brow then frowned.

"Do you need some help?" she questioned. Celly shook her head.

"No, I can handle it," the older filly replied. Faust frowned and looked at her in concern, then blew a breath into her mane.

"If your sure, but Just don't go too far from the settlement Celly, and keep your lantern with you," Faust urged. Celly rolled her eyes in response. She still wasn't sure that the would even do anything other than be a lantern. It was kind of silly to think it'd do something like ward away evil in her mind. Still if it would put Faust at ease she could bare with it. She nodded her head and quickly rushed outside as well. She looked about for the filly and paused as she heard something echo on the wind.

'What?' she wondered before she rushed into the darkness to find her sister. She shivered as a chill passed over her, she wandered around the camp before she noticed something move in the distance. Behind her a certain pumpkin mounted stump began to shudder and shake... 'The forest?' she wondered warily. 'Why would Lulu go there?' she inwardly questioned. With a gulp of air the elder filly galloped towards the forest. She slipped down the hill and landed in a heap at the bottom, only to quickly get up and brush herself off. She looked to her lantern to see it still glowed brightly, then looked up to Lulu's as well.

'It's so silly carrying both of these,' she thought. Only to pause when she saw... something... pass by her. It moved too quick to be seen, but whatever it had been caused a shudder to run the length of her spine. 'M-Maybe not,' she decided and pulled the lantern close. She shook her head and rushed into the forest, the lantern lighting her way. She passed many trees, some of which almost looked to have eerie faces in them. She paused suddenly as a voice in the darkness began to sing an eerie song on the wind. It caused her no joy nor sorrow, only fear as the song went on.

She couldn't place why or where the song was coming from, only that it truly worried her for her sister's safety. She looked around the forest warily then yelped as she bumped into something. She turned to see Lulu sleeping on the ground and breathed a sigh of relief. "There you are you silly filly," she muttered to herself. Then paused as she heard a dark chuckle. She gulped and looked up to see a pair of fiery green eyes glaring down at her. "Wh-who, what are you?" Celly questioned as she stood protectively over her little sister. She raised her lantern to see a white scythe shaped horn and a pair of black wings suddenly opened wide behind the creature.

"I HAVE MANY NAMES CHILD," the creature intoned as it took a step forward. It's voice was odd, Celly could hear no true inflection or tone or even gender, it just was. "THE GRIM GALLOPER, THE PALE PONY, THE REAPER OF SOULS, THE BEAST IN THE DARK," the thing continued as it took another step forward. "YOUR MOTHER KNEW ME ONCE AS MORTIS THE BLACK," he continued, "ALL PONIES KNOW ME NOW, AS THE MASTER OF DEATH," he finished as he stood over the two fillies.

"Wh-what do you want?" Celly demanded shakily. The pale pony merely leaned forward, Celly barely suppressed a terrified shriek as a ponies skull suddenly looked out at her from within the darkness of his hood.

"YOU WANDER THE FOREST ALONE, YOU WHO ARE PRECIOUS TO THE OLD MARE," it stated darkly. The tone was hard to hear but yet it also nearly boomed with barely suppressed venom.

"We would be h-happy to leave sir," Celly assured. However the pale pony chuckled in response.

"LEAVE? HOW VERY NAIVE YOU ARE," he said and suddenly leaned forward, "WHO SAID YOU COULD JUST LEAVE?" he challenged. "FAUST HURT ME ONCE, SO PERHAPS I SHOULD HURT HER AS WELL," he suggested. However Celly quickly tossed Lulu's lantern onto the grim galloper to set his cloak ablaze. He cried out while Celly quickly picked her sister up and galloped away as fast as her hooves would carry her. She moved between and around tree's, Lulu on her back before she came to a stop with a yelp as the grim galloper landed before her his half rotted wings outstretched.

"DID YOU REALLY THINK IT WOULD BE THAT EASY TO ESCAPE FROM ME?" he questioned. Celly merely backed away and looked all around, then paused as she heard something on the wind. 'Bells?' she wondered to herself. The deep rumbling tone distracted her enough for the grim galloper to knock her back and against a tree. Lulu fell with a groan but remained asleep. Celly looked up as the pale pony loomed over her and gripped her sister tightly. As she did a sudden thought came to mind, the tolling bells grew louder and she looked up at the pale pony as sternly as possible.

"Y-You do r-realize it's Samhain eve, right?" she questioned. The grim galloper scoffed.

"WHAT NONSENSE IS THAT SUPPOSED TO BE?" he questioned flatly. Celly merely looked up as something started to move through the now completely silent forest around them.

"N-not nonsense, on this night the spirits are free to roam once more," she stated. The pale pony scoffed and glared down at her.

"UTTER TRITE, IT'S AMAZING THE FOOLISHNESS THAT FAUST TEACHES THE YOUNG NOW," the pale pony stated with a shake of his head, "DEATH IS THE END, THERE IS NOTHING GREATER," he assured her.

"M-maybe," Celly allowed. She then glanced up and gulped with wide eyes. "B-but I think h-he m-might have something to say about th-that," she muttered quickly. The pale pony tilted his head then looked up, only for the flat end of a scythe to slam into the side of his skull and send him flying to the side. The grim galloper bounced once and skidded into the side of a tree. He slowly got up while a massive figure dressed in a cloak of autmum leaves, with a head of a pumpkin, and carrying a massive scythe looked down at Celly and Lulu. It was silent as it bowed at the waist to the two, then turned and marched over to the pale pony and plucked him up.

The grim galloper growled and ghastly green energy gathered around his scythe like horn. He lifted his head and then shot a beam to the ground below. Several bony limbs reached up to grasp at Samhain's cloak and pull him down. The pale pony fell as well and rolled away from the spirit to brush his own cloak off. "I KNOW NOT WHAT FOOLISHNESS PUTS YOU ARE IN MY WAY, BUT I SHALL NOT LET YOU STAY THERE! NONE SHALL IN THE WAY OF DEATH'S MASTER!" He declared furiously. However Samhain merely looked up and then swung his scythe, the pale pony flapped his wings and shot into the air.

The bony limbs that had grasped at Samhain were severed and the spirit king rose up to his full height. He then chuckled darkly as he reached up to pluck his pumpkin head from his shoulders. The cloaked entity then reared his arm back and flung the grinning flaming pumpkin at the grim galloper. The pale pony blinked and then gasped as the grinning pumpkin exploded into a wicked blaze of fire that knocked him from the air. Samhain chuckled darkly once more while his quarry looked up. The pale pony watched as a new pumpkin grew on the shoulders of Samhain and he marched forward to grab him by his neck.

"None shall challenge Samhain upon his night," the spirit king rumbled ominously. Flames practically poured forth from his carved head as he glared at the pale pony. "None shall harm those who adhere to my traditions," he continued to rumble as he slammed the pale pony through a tree. "You are not welcome here, defiler," he growled and swung his scythe, a menagerie of glowing balls of fire formed and shot at the pale pony, and set his cloak aflame. "Begone!" Samhain ordered fiercely. The pale pony rolled for a moment and then quickly shot into the air and quickly shot out of sight.

As the pale pony vanished Samhain turned to Celly and Lulu. He approached the two and lifted them up in one of his large arms and held them gently. The king of the spirits then marched away, towards the small festival and placed them into Faust's wagon. While she was still conscious, Celly breathed deep and labored breaths then inclined her head in his direction. "Th-Thank you," she breathed. Samhain merely smiled down at them. As he did Celly let out a final exhausted breath before her eyes rolled up and she fell to sleep as well... as she did Samhain's voice echoed in her ears.

"Lanterns light glow strong and bright, upon this most hallowed of nights," she heard him, "protect these young ponies from the creatures of the night, till morning comes with the suns first light..." he finished. Then all Celly knew was darkness as she fell into fitful sleep and dreams.

Faust suddenly closed the book and smiled once more. "Come morning, Celly and Lulu were home again, I told them she found them sleeping in the wagon and assumed they had been too tired to stay up for all of Samhain eve. Celly of course told me what happened," she admitted with a sigh. "But I wasn't able to thank lord Samhain for what he did for me for a long time," she added, a mischievous glint in her eyes as she lifted the book up to reveal it's title at last. The prominent words 'The Tome of the Unknown' left in bold view for but a moment. The ancient mare then slips the book away and slips it into an open spot in a nearby bookshelf.

"The end," she states. She then closes her eyes and hums a few bars of the ancient festival song. She finishes soon after and looks to a clock to see the time. "But it seems that I've held all you busy ponies up," she noted to herself. She slowly stood up and then gave a curt bow, her left wing swept inward. "So adieu my little ponies," she stated then stood straight. "Or whatever you might be," she stated with a mysterious little smile. "But never forget," she began as she trotted out of the room.

"There is a time when we go out to play, though I sorely wish it would come everyday. A night of wonder and magic galore, a night that I've come to adore. Its on this night when spirits will roam, that I shall wander from home to home. Only now on the eve of fear and fright, in the darkness of," she briefly paused as the fireplace suddenly went out. She turned back towards the room, her eyes suddenly glowing a deep crimson red... "Nightmare Night..." she whispered as she vanishes into the dark...

TBC...

Author's Note

Once again my readers, I give to you a tale for my favorite holiday, Halloween! Or All Hallows Eves or even 'Nightmare Night' if you so prefer. I've tried not to miss a single Halloween or Mother's Day upload as I've written this story. Mostly because those are the best times to expand on the world of this story I think. I also decided that I still wouldn't miss out on them this year despite how much I might procrastinate or what life throws at me!

As you can see I've watched 'Over the garden wall' recently and it really helped to inspire more than a few bits for this chapter. Then again, I thought that the tone of Over The Garden Wall was perfect for a Halloween story. Plus I really thought it'd be fun to see Lulu and Celly's first 'Fall Festival' since Lulu knew of Samhain in previous Halloween chapters.

The Tricksy cat is based on Enoch from Over the Garden Wall, and as a reason for black cats to cause bad luck in equestria. It's also just me making more 'lore' / fairytales for Equestria in general as they have a surprising lack of them given how many monsters and the like are in their world. I also have to admit that I just like telling stories on Halloween.

None of the traditions the Deer used are exactly what is done on Samhain, couldn't actually find anything accurate on that front so for the most part it was just stuff I came up with that I thought made the most sense in Equestria. And yes, the Caribou having a rune to walk on air-currents is a nod to Santa's Reindeer, I thought it'd be a bit funny.

And finally, did no one ever wonder why it is that Celestia hates Mort so much? Before anyone tries to say this is very out of character for him, recall that he was 'still bitter' around the time that this happened. This is how he acted between his time as 'Mortis the Black' and the 'Mort' of the current age of ponies. He clearly got better around the time he met Binky Pie, Pinkie's grandfather, which isn't for a long while yet in this chapter.

In any case, til I next update, Happy Halloween!

EDIT: I had to add a few parts, I worked on this before work but had to publish it with a few things missing or I would have completely missed the Halloween deadline I made for myself. As such if anyone reads this then know a few things were changed and a few mistakes fixed after I got off of work.

Bonus: The Past pt.1

Dream Valley was once a verdant and green land. It teemed with life and it was filled with the love of its people. Many know the tale of how it fell thanks to the machinations of a few shortsighted ponies. How the land was corrupted, how the flutterponies were left all but extinct, and how pony kind's bonds were shattered. But there is also a tale from that time that few know. The story of the banishment of the ponies from Dream Valley. The day where Faust was first left alone in her tower, and the tale of what she did afterwards. For though it may sound simplistic, cut and dry even, the truth is that it was anything but...

Faust decided she didn't like hunting undead. They were smelly, they were annoying, and it hurt her to see her ponies reduced to such a sorry state. It certainly didn't help this kept her from her ponies that were still alive. She hated being away from them, mostly because she feared what else might attack in their weakened state. While she and her friends had formed alliances with a few races in the past, they had recently encountered new ones. Those new ones weren't always as willing to be friends, the Griffons for instance had been particularly rude to them at first...

But that was beside the point.

She supposed she was just a little homesick more than anything else. It had been more than a year since she'd been back home after all. She reached a hoof to brush a tear from her eye as she looked at a vast river on the farthest edge of her kingdom. The waters of that river now teemed with the undead. She'd been forced to collect the bodies and put them there herself. It had taken her months just to get that done. It was unfortunately the only way she could find to truly stop them. Silver could hurt the undead, but it was tedious to try and use it against them in such amassed numbers.

So instead she'd looked for a way to, if not destroy them, then contain them. It had taken a lot of experimentation before she'd finally figured out a way to do just that. Ultimately it was a simple mater of casting an enchantment on a river that essentially bathed the undead in healing magic. Because they were dead the healing energy naturally canceled out the necrotic magic that animated them. Unfortunately it didn't completely destroy necrotic magic, merely placed it into stasis. So while they couldn't move while in the water, they were still effectively 'undead' enough to get back up if they weren't submerged.

Now instead of walking, they slumbered, still and lifeless as they should be.

'Now if only they truly were lifeless,' she thought to herself. But no, these poor ponies were not allowed to rest. But she didn't allow herself to dwell on such thoughts, instead she flapped her wings and shot into the air. She was dressed in familiar bronze armor, with a hooded cloak and saddlebags, silver wing blades, and an iron chain wrapped around a familiar sinister book. The chains looped around her barrel to hold the book to her, which she'd done on purpose. She wasn't going to let the bucking book out of her sights if she could help it! She'd much rather destroy the thing, but she wanted to free the souls held within it first.

She would free those ponies someday, she promised herself that much at least.

She turned from such thoughts and began to fly back home. It had been so long since last she'd seen her little ponies. She worried that they might've gotten into trouble since she'd been gone. After all, it seemed like whenever she was gone things turned for the worst. 'Then again, they can take care of themselves,' she admitted to herself. But with a look down she felt sad once more. The land was tainted with necrotic magic. The magic caused most things to rot. Mortis had used far too much of it, enough to essentially poison the land and turn it bleak and barren.

'Fixing this will take time,' Faust admitted to herself. She didn't dare think of a possibility that it couldn't be fixed. She'd seen and done so much that she was certain something could repair the broken land. She paused her thoughts as she looked at the terrain. Places that Mortis' army hadn't reached looked... tainted somehow. The land was twisted and it felt as if there was barely any magic in the air at all. It also felt like it was taking more and more effort just to keep herself aloft. As if the background magic she and pegasi used to fly was growing weaker and weaker the closer she got to home.

She knew something was wrong, but then she saw it. The land was horribly scarred, the soil turned grey, and the mountains and valley were bereft of trees. But that wasn't what most disturbed her, no. It was because this looked to be close to Flutter Valley, home of the Flutter Ponies, and she knew the Undead hadn't gone there. The Flutter Ponies had natural purifying powder that came off of their wings, even Mortis couldn't figure out a workaround to deal with that in large numbers. He'd avoided the Flutter Ponies for that reason, and the timid ponies had avoided him as well.

'So what happened here?' she wondered to herself. A frown crossed her lips as she looked at the ruined landscape. Unlike what she'd seen thus far, this looked different. It wasn't necrotic magic that was causing everything to rot and be left to ruin. No, something else had happened here, and it was recent. Something that had caused the magic to wither and fade. Her frown deepened and she shot into the sky to get a better vantage on it. Then she looked up and her eyes widened in horror. A storm raged across the horizon as bolts of magical lightning slammed into the ground.

"Oh no! The Flutter Ponies!" she cried in alarm and shot in that direction. The land was decimated, once verdant and green, despite the undead swarm, it was now less than ruins. Charred remains of what had once been a beautiful land were all that was left. However she soon felt the magic in the air become nearly non-existent so quickly flew down to land. She skidded on the dirt and stone and looked around for survivors. She yelped however as a purple bolt of lightning slammed into the ground in front of her. She fell back and then quickly rushed out of the way of more bolts of lightning.

'What is with this lightning?' she wondered to herself as the lightning followed her. She then gathered magic at her horn and teleported away from the lightning. Only to lunge to the side as a larger bolt of lightning slammed down where she had appeared. She looked to the spot with wide eyes as rock and stone were torn from the ground. She then looked up and began to gape. 'A spell storm,' she thought to herself. The appearance of which shocked and terrified her. Magic turned into a storm that was continuously recasting itself. Magic itself absorbed into and then set against anything beneath it... who would do this?

However she then felt worry for her own ponies. If Flutter Valley looked like this, what must her tower look like!?

However despite her worries she quickly calmed her mind and flapped her wings. With a gust of wind she shot high into the sky. The spell-storm raged around her as she flew higher and higher into the air. She then flew towards the outskirts of the horrible storm and narrowed her eyes. Thus far she had only dealt with small Spell Storms. However, they always had to be dealt with the same way. A Spell Storm would recast itself so long as it had enough magic to do so. It would absorb the magic in the air around it in order to recast itself and continue its pace. Thankfully, Faust had ways to stop this.

She beat her wings a few more times to stay aloft. The lack of background magic in the air made sense now. It meant that she'd have to use twice as much to keep herself in the air as she was. But with a quick inhale she shot forward and began to circle the spell storm. She beat her wings faster and faster as she concentrated and her horn began to glow with crimson light. She used her horn as a foci in order to start gathering the stolen magic out of the Spell-Storm. She let out a breath of exertion and then shot forward. A crimson trail followed her as she spiraled around the storm.

She cut through the near deadened magic with all her might and slowly the storm began to shrink. The storm that once had completely covered Dream Valley was left smaller and smaller. She saw ruined towns and settlements beneath her as she flew. She saw the remains of paths and roads as she flew. She saw the remains of everything she had come to care for beneath her as she flew. All of it was gone, ruined by the spell storm, torn apart and left to rot. But she still held out hope that it could be repaired. Perhaps not in a hundred years, but eventually...

She yelped as a bolt of lightning struck her from the air. She swerved and turned in midair before she landed against the ground. The power she had collected thus far nearly pulled away from her, but she held firm. She slammed into the ground and landed with a bang. The earth beneath her gave way easily and cratered. Faust groaned in pain and then slowly sat up, a hoof raised to the side of her head. She looked up and saw that while she'd managed to diminish the Spell-Storm, the central most portion remained and bombarded the valley with lightning. It hovered there ominously, it cast an inky shadow and let no light from the sun shine upon the land.

She splayed back her ears and then looked down to the vile magic she'd collected. She took a quick breath and closed her eyes as she focused on it. She began to force the magic she collected from the storm down into a single point. Her crimson magic surrounded and compressed it down until an ugly crimson stone was all that remained. The stone fell from her magic's grasp to the ground with a clatter. She looked down on it with narrowed eyes and picked it back up. It wasn't a perfect solution to the Spell Storm, but at least it was contained for the moment. She glanced back at the storm only once, then turned away.

She quickly teleported out from under the remains of the storm and appeared in a vast forest. However she felt tears sting at her eyes as she beheld the ruin that was the trees. Something had turned the bark deep grey like ash, their leaves had turned pitch black, and as she looked up she couldn't see the sky anymore. The deep darkness within this forest carried with it not a lack of magic, but an unsettling corruption of the natural magic of the land. She slowly stepped hoof into the forest and began to make her way to her tower. Though changed she could still recognize her home... no matter how much she wished she couldn't.

She didn't want to see her home look this way.

She paused when she heard a sound. She looked around for a moment, then spotted something beneath one of the trees. She slowly approached and widened her eyes. A thing in white, vaguely resembling a very little pony, but made from wood and completely faceless rested there. A few black branches sprouted from its back like eerie spider legs and curled around its tiny body protectively. She blinked and the thing looked up towards her. Well its head did. She tilted her her for a moment and slowly approached the wooden thing. Her horn began to glow with scarlet energy as she lowered herself towards it and placed her horn lightly against its head.

It shivered and twitched and she looked at it softly. "You poor thing," she whispered. The thing didn't seem to understand, it tilted its head and then its head jerked to the other side with an unnatural crack. She shivered slightly and then slowly wrapped the creature in her magic. It looked up sharply but she smiled softly. "Lets me help you," she whispered. The thing twitched for a moment but allowed her to lift it up. She placed it onto her back and wrapped her cape around it. It shifted for a moment and then settled onto her back while the mare looked around a moment longer.

"This is wrong," she whispered. She closed her eyes and hurried to her tower with the little thing on her back. It nuzzled into her neck and she smiled softly then breathed a sigh of relief when she saw her tower. She quickly approached it and found no guards at the gates. 'Not too surprising,' she admitted to herself. Given what had become of the land she could blame no pony for avoiding being outside of the tower. She quickly focused her magic on the tower as she placed a hoof upon the door. It opened for her and she hurriedly trotted inside. Within a pair of guards turned only to look at her in surprise.

"Milady!" one cried in glee. Both guards wore armor, though unlike later guards, theirs was a bit more diverse. The one who spoke was a unicorn who wore what had been dubbed 'Mage-Armor' in that it was a light half-plate armor with a sturdy material added onto it. Though His most recognizable trait being that he wore a pair of green shades along with it. The second one was an earth pony who wore bright red full plate male armor that covered him from hoof to mane and left only his eyes visible. Upon fully recognizing her the one who spoke then bowed to her while she looked around for anything to be amiss.

"Ma'am, where have you been?" the earth pony guard questioned her worriedly. Faust took only a moment longer to ensure that nothing had happened inside the tower before she turned to the guards. She recognized them both. But then again she was the one who had appointed her guards. She'd appointed them because she could trust them, not for their skills. Although no pony would ever say her personal guard were weak, they weren't exactly... conventional.

"Spark, Tuck, I'm so glad you're both okay!" Faust declared cheerfully. Both guards merely chuckled in response, the unicorn rising to his hooves. "So where is every one else?" she questioned quickly, "Are they okay?" she further questioned. Spark, the unicorn, rubbed at the back of his neck. Tuck, the earth pony, coughed into his hoof and looked away.

"There all fine ma'am," Tuck replied. He also looked to Spark who adjusted his shades for a moment.

"Every pony has convened in the library for the moment," Spark explained, then leaned towards her with his hoof drawn towards his mouth, "of course given it was the largest room in the tower that they could reliably find, that should've been expected," he admitted a bit shiftily. Faust rolled her eyes. This particular guard was a bit of a character if she was perfectly honest. Although to be fair, most of her guards were quite the characters.

"Good, I'm glad every pony is okay," she stated with a breath of relief. She didn't think she could stand to see anymore death right now. There had been more than enough of that from Mortis. However that still begged the question of who had unleashed the Spell Storm on the valley. So she looked to Tuck and Spark for answers. "So then who attacked us?" she questioned. Spark and Tuck glanced at one another and then back to her.

"Attacked?" Spark questioned in confusion as he scratched his mane. Tuck nodded his head and looked at her in confusion.

"Ma'am, no one has attacked since you left," he admitted. Faust looked at him just as confused and then pointed outside.

"Then what happened to the valley?" she demanded. The guards turned to look and then openly gaped at the side.

"Ho boy! What the buck is this?!" Spark demanded as he galloped out of the tower. He then started to run all around just to see what had happened. However as he did Tuck merely babbled and then looked at what had happened outside sadly.

"So that's what happened," he muttered. However he then yelped as Faust looked at him curiously.

"What's that mean?" she questioned. Tuck seemed to get very quiet and she fixed him with a look. Tuck gulped and drew his eyes up so he wouldn't look at her. However she focused her magic and forced him to face her. "Tuck, what happened?" she questioned sternly. The earth pony gulped and chuckled nervously.

"Now before I say anything else, I just have to say this was totally not my fault," he stated. Faust arched a brow and knew she wasn't going to like what she was about to hear. Tuck only deflected blame like that if it was the worst kind of blame. True, it likely didn't have anything to do with him or the rest of her personal guard, but it was the fact he took the time to deflect the blame that made her suspicious. Her guard didn't obey anyone other than herself, but that was because the other tribes hadn't put together their own militias to help deal with the Undead Scourge when it swarmed them.

So if it wasn't her guards fault, then it was the Militias and their leaders fault.

"Tuck," she stated sternly. The earth pony was very brave, she knew this to be fact. She also knew he was creative and a bit unorthodox in how he did things. He was also fiercely loyal to her above all else, as where his friends, her other guards. He would naturally be able to hide things from ponies, other ponies really, because she needed ponies she could trust with secrets. However when faced by the mare he served with a look like that aimed at him, it was no wonder that Tuck caved instantly.

"General Storm Wing and Lord Blood Stone had a meeting a few months ago!" Tuck exclaimed. Faust frowned deeply at the 'general' comment. 'Storm Wing?' she questioned internally for a moment. It took her a minute to realize that the 'general' was probably the leader of the pegasus militia that had helped stem the tide of the undead and lead ponies to safety. Lord Blood Stone however was a pony she was more well acquainted with. He was a brilliant unicorn mage, the same one who had created the spell that allowed them to summon back their forces before they could be turned by the undead.

"I see," she murmured. However that still begged the question, "what does this meeting have to do with what happened to the valley?" she questioned. Tuck whimpered while Spark trotted back into the tower with a look of horror on his face.

"It's all corrupted and tainted and gross and..." he muttered. However Faust raised a hoof to silence him. Spark blinked then shut his mouth as she nodded her head and looked back to Tuck expectantly.

"Look," the earth pony guard began, "to be honest I don't know what they were talking about when they had that meeting. Chancellor Sieve was busy keeping every pony fed and we just kept every pony away from the heart and the rest of the important rooms like you wanted. But after it happened the pegasi and unicorn militias up and left for a while. When they got back they looked like they went through Tartarus and back," Tuck explained. Faust frowned deeply and a dark glower covered her face. Chancellor Sieve was the Earth Pony representative. He was basically just the pony that all the other settlements used to go too when they needed food.

With that in mind it made sense he wasn't included in these talks if it was militia based. The Earth Ponies had been kept off of the front lines for the fact they didn't have an 'easy out' against the Undead. Unicorns had shields or magic spells. Pegasi had the weather magic they recently started to form. Earth Ponies were kind of unlucky in that their abilities typically didn't allow them to effectively fight large hordes of the undead. Faust could say from experience that getting up close and personal wasn't fun and was entirely too dangerous for any one that wasn't nigh immortal.

"I see," she stated tersely and began to shake. Had she been paying attention, she might've noticed the crimson stone she'd formed start to pulse with energy. The horrible forces she'd collected from that spell storm struggled to break back out. But they were still contained within that crystal. Her magic was powerful as well after all. "Where are they now?" she questioned. Tuck glanced to Spark for help and the unicorn idly adjusted his shades once more.

"Last I saw of them they were using the throne room to discuss some stuff," he replied. Tuck gave him a look like, you are an idiot, while Faust hummed. She tapped her chin and then looked at the bundle on her back. She removed her cloak and handed it and the bundle within to Spark. The unicorn saw the wooden pony and looked back to her with a raised brow.

"I think this was made out in that mess," she admitted. Spark looked down at the bundle with a soft frown and then looked back up to Faust and raised a hoof.

"I'll make sure it's kept safe milady," Spark stated resolutely. Faust smiled and nodded her head. She knew Spark would do what he said. He was a good pony who kept his word if nothing else... well, most of the time anyways. Even with all the pranks he'd try pull on you, he was honestly a great friend to have. Especially since his friends tended to prank back... actually she kind of missed their antics in her time away. 'It'll be nice when things finally go back to normal,' she thought to herself. She blew a breath into her bangs and allowed a tired look to pass over her features. 'Maybe then I can finally get a decent nights rest,' she inwardly hoped.

"Ma'am, do you want me to come with?" Tuck questioned. Faust looked to the other guard and then shook her head.

"No, I'll be fine," she replied then frowned, "I want you to find Void, Fox, and the rest of my guards. I have a feeling things are about to get ugly," she stated. However Tuck uttered a low sound.

"For who exactly?" he questioned. Faust snorted and narrowed her eyes.

"It bucking depends on how stupid Blood Stone and Storm Wing are," she replied darkly, "they should know that its dangerous to mix high level unicorn and pegasus magic," she stated and then frowned, "Especially with weather magic, it's only started coming out in pegasi recently and its impossible to tell their upper limits with it. Storm calling is less predictable but its also safer as we know what were dealing with with it. Arabus' magic residue on pegasi however," she reminded and left hanging. Tuck chuckled nervously and looked at Spark. The unicorn only frowned and nodded his head.

"Trust me Tuck, if you could feel how bad it is out there like us, you'd be pretty angry too," the pony stated. Tuck however slapped his armored face in annoyance.

"Spark, I'm an Earth Pony! Of course I can feel how bad it is!" he shouted at his friend. Spark blinked and then scratched at his mane.

"Oh... I thought you being a Blood Mage would," he began only for Tuck to interupt him.

"Hey! Blood Magic so doesn't interfere with my natural Earth Pony abilities... and anyways it's my special talent!" he shouted. Faust ignored her guards with a roll of her eyes. She smiled as she turned and trotted into the towers depths. She moved quickly and used several shortcuts to swiftly reach the throne room. However rather than simply barge in she paused and leaned her ear against the door to listen in on the two inside.

"- been too long, we need to end the storm now!" one stated. Faust checked her memories and managed to link it to Storm Wing.

"Ending the storm isn't possible, at least not for my unicorns. We tried that a month ago and half of them lost their magic to the storm in the attempt. They're in intensive care as it is for severe magic depletion," a second voice reported calmly. 'That's definitely Blood Stone,' Faust thought to herself. She then narrowed her eyes as they continued their discussion.

"You never said the storm would rage across the entire kingdom! It was supposed to be a quick strike, one that wouldn't affect our own forces! Instead we got a bucking storm that's tearing our home apart and we can't do anything about it!" Storm Wing snarled. Faust paused and her eyes widened. 'What?' she wondered disbelievingly.

"I never anticipated it would grow so fast!" Blood Stone replied. "We made it as small as we could, but the ambient magic from Mortis Necromancy must have interfered with it somehow. It was never supposed to leave Flutter Valley," he stated with a sigh. 'Why would they want to make a spell storm over Flutter Valley?' she internally questioned. She had thought they had made the storm by accident. Maybe they had been trying to study the limits of what the Pegasi's new 'weather magic' could do and things had gotten out of hoof. An accidental spell storm was bad, yes, but she could forgive them for that.

Sure she was angry, but if it was an honest mistake... but from the sounds of it, it wasn't... this was accidental, but only so far as the land in the kingdom being poisoned. They had still intentionally created a Spell-Storm over Flutter Valley. They had wanted a Spell Storm over Flutter Valley. A Spell Storm that was bombarding the valley with lightning and was leaving nothing there left alive. All those ponies who she was friends with there were... She took a breath to steady her nerves and then slammed the doors to the throne room open. Storm Wing and Blood Stone started and then calmed as she trotted into the room, her entire body tense.

"Milady, it is good to see you are well," Storm Wing stated honestly. Faust merely glanced at him then turned to regard Blood Stone. If she weren't so completely furious with the both of them, she might've noticed how haggard they appeared. Neither looked like they had slept much for the passed couple of months. They had deep hanging bags under their eyes. But she wasn't in the frame of mind to wonder if they were stressed and tired because of what they caused, or if they caused it because they were tired and stressed.

"Were you successful in stemming the tide of undead?" the unicorn questioned. Faust stiffly nodded as she entered the room and trotted along the red carpet towards her throne. But as she passed the two ponies, it felt as if something boiled in the depths of her chest. It clawed and roared to be let out but she didn't want too.

"I did, and I stopped the Spell Storm on my way back," she stated bluntly. She passed the two ponies swiftly and turned as she all but fell into her throne. She sat limply, her head lowered and wings limp on the rests at her sides. Her eyes were shadowed by her bangs and she dared not look up at either of the ponies as tears formed at the corners of her eyes.

"What of the valley? Is there anything left?" Storm Wing questioned. Faust's head snapped up, with a literal crack and she eyed him darkly. Whatever was within her chest suddenly snarled, incredulous voices in her head demanded to know how he could possibly ask that after what he had done. After the storm he'd helped to unleash had torn across the land like a plague and decimated everything that had been left after Mortis' attack!

"No," she replied tersely. Blood Stone sighed and brought a hoof over his face.

"That is unfortunate," the unicorn stated. Faust snorted and bit her lower lip to keep from growling at him. Had she taken the time to look at her flank at that moment, she would see that ink was somehow spilling out of her symbol and crawling over her previously pure white coat to slowly turn it deepest black. However she didn't notice this, instead she focused on the two ponies before her and let out a shaky breathe. It took all her concentration to keep herself calm as she lowered her head slightly.

"So, where did that Spell Storm come from?" she questioned tersely. Storm Wing and Blood Stone flinched and splayed their ears back.

"I..." Storm Wing began, but Blood Stone continued.

"We may have taken preemptive measures against a possible threat in the form of the Flutter Ponies. Unfortunately the Spell Storm we created raged out of control far faster than we could have ever anticipated upon creating it," the unicorn lord replied. Faust felt herself start to shake with anger. She took a breath to try and calm down while her wings shook at her sides, slowly rising up.

"What possible threat could you believe the Flutter Ponies posed to us?" she demanded, "further, how did they possibly warrant the use of a Spell Storm, which I might add I banned for a bucking reason?!" she demanded hotly her wings flared at her sides. "Not only do Spell Storms cast random magical effects on anything they hit but they also absorb all ambient magic in an area, deadening it entirely or poisoning it! It's a bucking cataclysm on par with the bucking Smooze!" she briefly ranted. The two ponies before her took quick steps back and looked to one another worriedly, then turned back to the alicorn.

Faust took a deep inhale and narrowed her eyes dangerously.

"So tell me, what in the suns name were you feather brains thinking when you made one to attack the Flutter Ponies of all things?!" she snarled. Storm Wing gulped for a moment and then slowly stepped forward. He shook slightly before he exhaled a breath and stood tall. Faust narrowed her eyes while black ink started to crawl all along her body.

"Ma'am we're at an extremely vulnerable position at the moment. Past dealings with the Flutter Ponies have been... less than stellar from my recollection. From my readings in the library they almost always remain isolated from other ponies. Further, though they did assist with the Smooze, they have barely offered us aide in other dire situations, and barely wanted to help us against the Smooze to begin with. In fact more often than not we've been forced to help them instead!" he explained. Faust snorted a breath and narrowed her eyes on the 'general' into a dark glare.

"They are half our size, weight, and can only hover for the most part," she replied darkly. Storm Wing nodded his head in agreement. As he did, Blood Stone arched a brow as he saw something glowing a bright crimson red in Faust's saddlebags.

"True enough, but their Utter Flutter can be used to devastating effect, especially against us Pegasi. Further, if their acclaimed purifying dust is as useful as the stories claim, why didn't they try to use it against the undead horde to at least slow them down," Storm Wing replied. Faust brought a hoof to her face and growled low in her throat.

"They've helped us when we needed it," she remarked. Storm Wing scoffed in response.

"Yes, I'm aware of their help against the Smooze. But from what is recorded they barely tried to help us and if not for a little coaxing would have left all of us to our fate so long as they were safe," he replied. "I hardly consider such an isolationist tribe a viable ally in the long run," he added. "Although to be fair," he began with a sigh, "we only really meant to scare them away from the Spell Storm, it just got out of our control," he admitted. Faust started to paw at the ground and clenched her jaw. Blood Stone backed up towards the doors to the throne room, his eyes wide as he saw an eerie shadow rise over the mare.

"And that is supposed to make it okay?" she questioned, "You think trying to run those ponies out of their home was perfectly fine?" she questioned. She then stood up, the black ink traveled alongside her and swirled around her body. "You think that it's okay that your stupidity probably killed all those poor ponies, or possibly did something even worse to them!?" she demanded. Storm Wing backed away as she stalked forward with narrowed eyes trained on him.

"Milady please calm down, you're not thinking rationally," Blood Stone cried. Faust's attention snapped to the unicorn who took a step back as she glared at him.

"Calm down?" she demanded furiously. "You destroyed and poisoned my home, you've hurt my friends, and you expect me to calm down?!" she demanded incredulously. She hissed and narrowed her eyes onto him dangerously. "All I've ever done was try to protect you ponies. I tried to teach you the difference between right and wrong. I thought I showed you ponies better than to do something like this to any one," she growled then chuckled bitterly, "but apparently not," she murmured quietly. She paused and raised her hooves to her eyes. "But you hurt so many ponies and for such petty reasons," she mumbled to herself.

"Milady please listen to me," Blood Stone began. "You're clearly hysterical and something," he began only for Faust's eyes to snap open.

"Would you just shut up?!" she roared at him. A wave of crimson magic roaring from her to knock both ponies back. They grunted and then looked up as Faust took slow steady breaths to try and calm down. Storm Wing and Blood Stone looked on fearfully as pulses of crimson magic began to roll off of her body. The ink from her symbol slowly consuming her. "I just... I can't take anymore of this," she mumbled and closed her eyes tightly, "All my friends are gone, my home is lost, and yet I'm still here, I'm always still here," she murmured with a half sob and covered her face with her hooves.

"M-milady," Blood Stone whispered. "I'm... how can I say," he began only for her to silence him with her magic. She panted heavily and leveled teary eyes on both of the ponies.

"I hate being alone," she mumbled brokenly, "I was all alone in the beginning, no pony ever wanted me around," she continued. She slowly trudged forward, her wings lowered and eyes downcast. "It wasn't until I came here, found Majesty, that I was ever accepted by other ponies, even as broken as I used to be and I was happy," she continued. She then stopped, and glared at the two ponies before her heatedly. "But now... now I think I'd rather just be alone again," she stated and then flared her wings, "I'd rather be all alone," she declared and then glared at the two ponies. The crimson stone in her saddlebags pulsed with power and vial intent, but she ignored it.

She ignored its call for blood and violence. She wanted no part of these ponies. She wanted nothing from them.

"I want you and all your ponies to get out of my tower," she growled as her eyes turned crimson, "get out of my valley," she continued as she stalked forward and her coat turned fully black, "get out of my kingdom," she continued as her symbol appeared to have an empty inkwell, "and never return!" she finished with a snarl. Her mane and tail both turned a deep blue black and slowly lengthened until it pooled below and around her and looked like spilled ink. "That's all I want from any of you," she whispered eerily, "just go away, and leave me ALONE!" she screamed...

"Faust are you alright?" Twilight suddenly questioned. The sound of her voice broke the ancient mare from her worried thoughts and troubled memories. The clop of hooves echoed in the tower as they continued on their trek. Faust felt the memories and then felt her eyes darken. 'Don't think about it,' she told herself. 'Don't ever think about it,' she thought sternly. She would much rather never deal with those memories ever again. She would honestly rather that those memories didn't even exist. She shook her head of such thoughts and glanced at Twilight from the corner of her eye.

"I'm fine," she stated softly. Even she knew she didn't sound fine. But she hoped that they would drop it all the same. 'Don't think about it,' she told herself once more, "don't ever think about it," she continued. She lowered her head enough for her bangs to shadow her eyes as she continued down into the depths of the Tower. A slow trail of tears fell as she splayed her ears back. 'Just don't think about it, and forget, just like last time, just forget,' her thoughts continued to command her... but unfortunately for her, some memories couldn't be escaped, or ever be forgotten.

TBC...

Author's Note

A look at Faust's past, if you want more that will come later... maybe, or I might continue. I plan on the 'past' chapters coming up every now and then to show you why Faust acts like she does. Other 'Past' segments will show her interactions with ponies like Riptide and potentially Bloody Mary. But that isn't until next time. Till then, I hope you enjoyed the chapter.

Extra: A Hearths Warming Special

A Hearths Warming Special...

In the depths of an ancient tower, hidden beyond vast mountains, there lay a very old mare. She is in the bottom of her tower, in the archives of her home. There she works tirelessly as always. The glow from her magic, and the dim light of the lanterns on shelves her only source of light. The cubbies around seem mostly empty, and the bookshelves here and there lay mostly bare. But stacks of books stand all around, looking like great towers in the darkness. The mare slowly trots through the archives, her eyes dart here and there and yet seem to lack a certain shine to them.

She moves from shelf to shelf and book to book. She checks facts and figures without pause or rest. A pencil is clenched between her teeth, a set of quills and inkwells trapped in a crimson aura of her magic. She has two books to either side, a scroll in front of her, and several sets of paper ready to be written and drawn on. She shifts her eyes between them seamlessly, her magic writing for her before she shifts back to write on the scroll in front of her. Soon the scroll before her flies up into the air and rolls itself. A ribbon floats up and wraps around the scroll then shoots into a random cubby.

Another scroll replaces the first and she begins to write on it. Facts and figures of Equestria and its day to day life. From the simplest of things regarding family lines, to more damning knowledge she has obtained. She records and writes all of it down on the many books and scrolls surrounding her. She does so without pause and without concern for anything else. Her mind works on 'autopilot' with her body going through the motions. Her eyes never blink, her magic never stills as she silently trots around the archives and continues her work. She doesn't tire, she doesn't get hungry, she just works. She is silent and swift, until something gives her pause.

The words 'Hearth Warming' appear on a piece of paper, alongside a drawing of a fillies head.

'She looks familiar,' the ancient alicorn noted to herself. She blinked as the stray thought brought her out from the depths of her mind. She glanced around for a moment and then sent all the parchment and books to either side. They were laid out neatly on tables and counters while she sat back. A frown crossed her face as she looked at the fillies head, she seemed familiar to the old mare for some reason. It was like some distant, forgotten dream tried to remind her of itself after years abandoned. She hummed and tilted her head for a moment, then blinked.

"Lulu?" she murmured. Her mind paused and she stilled. Her eyes slowly started to fall as she looked around. It was the archives beneath her tower, still mostly bare. The archives had seen so little use during her reign as Princess of Dream Valley that she had had them sealed. They were always putting all their information into the upper library, so the actual Archives had been pretty pointless. Her ponies had never worried about secrets, the nation was, as a whole, very open and friendly after all. Still, even she had rarely come down to the Archives, something about the place had always felt... empty, hollow even...

"Why... when did I come down here?" she wondered. She then brought a hoof to her head as she tried to recall when she had. But it hurt, it hurt to think about it, so she shook her head. "Well, I better go find the girls," she decided with a sigh. She trotted out of the archives and up a flight of stairs to her cider-cellar. She paused and noticed the place seemed bigger than usual. "The Tower must have a lot more magic built up," she murmured to herself. The old place did have a habit of adding on or expanding stuff if it had too much magic to store after all. It was like a drain for excess magic more than anything, and it certainly kept the place interesting.

Faust shook her head with a fond smile as she made her way out of the cellar. She journeyed up to the entryway and paused once more. 'New portraits,' she noted to herself. They weren't magic though, which was a little odd. She liked to use Pictomancy on portraits of other ponies. It made the mostly empty tower less lonely having all of the portraits around to talk too after all. Still she shook her head and continued on wards. She journeyed into the tower halls and yawned slightly as she went. She raised a wing to her mouth to fan it and then lowered it as she smacked her lips.

"How long was I down there? I feel like I haven't eaten or slept in years," she muttered to herself. She then paused to raise a wing and sniffed. She grimaced and pulled the wing away with a disgusted snort. "Or even bathed," she muttered with a shudder. She then turned at a hall and saw an open door. At the open door she saw a rock puppy was playing with a rubber ball and frowned. "Crunch," she muttered to herself. She snorted and marched over to the puppy and picked it up with her aura. "Alright buster, back inside," she ordered. The puppy yipped cheerfully and she rolled her eyes.

"Oh no, I'm not falling for your games buster," she stated with a firm nod. She held him up in her magic, then grabbed his ball with one forelimb and carried him into the arboretum. She dropped the rock puppy off in her arboretum and then slowly backed out. "Now you stay here," she ordered with a hoof pointing at him. Crunch panted happily, tail wagging and head tilted to one side. She sighed for a moment then tossed his ball into the room. Crunch lunged at the ball and leaped on top of it. The ball rolled forward and left Crunch on his back with his legs up in the air to hold it.

The Rock puppy growled happily as it started to chew on the, thankfully reinforced, rubber ball. Faust merely narrowed her eyes, raised her hoof to point at them, then pointed back at Crunch as she slipped out of the arboretum. She closed the door afterwards and blew a breath into her bangs. She then started back into the depths of the tower and came to the old bathes. Much like the cider-cellar she absently noted that the place was bigger than usual. Now it seemed like a vast public bath, complete with large heated pools already filled, rather than her own personal baths.

'Not that communal baths don't have their own kind of charm,' she admitted to herself. She silently slipped into one of the pools with a sigh and began to wash herself off. If she thought she stank, then the girls would mockingly wear tiny gas masks or close pins to hide from the smell. She snorted at the mental image of the girls tossing her into a cast-iron tub to scrub her of the filth in such apparel and nickered softly. She then used her magic to bring a bottle of shampoo over and began on her mane. She quickly washed, rinsed, then repeated, and finally started to use a different kind of shampoo on her coat.

With that finished she leaped out of her bath and shook herself off, much like a dog, before she called a towel over and began to dry off her coat. She then wrapped a towel around her mane, and another around her tail, then sat down and started to preen her wings. It was harder to do on her own, but she could manage. She vaguely recalled that the girls had always tried to help her with her wings, but they just didn't have patience for it. Well... Lulu didn't anyways. Celly tried, and could pass at it, but she was always asking her about the different functions of each feather.

She nickered under her breath as she finished her preening.

Once that was all done she walked out of the baths and made her way over to a flight of stairs. She made her way up into the tower and then hummed. The hallway to Lulu and Celly's room seemed... dimmer, darker than usual. 'What's with that?' she wondered then shrugged her wings. She soon approached the door to their shared room and slipped it open quietly, only to blink. The beds were made with the blankets folded, the shelves looked pristine, the room was utterly spotless... as the caretaker of two crazy fillies, she knew that this wasn't normal.

'Okay... they haven't been in here for a while,' she noted and backed up with a frown. 'Kitchen,' she considered. But she felt an odd sort of pressure on her heart as she did. She made her way to the kitchen quickly, idly unfolding the towels around her mane and tail as she went. She laid them on her back as she entered the kitchen... but it was bare. 'Dining room,' she considered and moved a bit quicker this time. Empty. 'Library,' she thought desperately and galloped through the tower. She soon slid into the library but all was silent and still inside...

"Girls where did you go?" she wondered. But then she winced and brought a hoof to her head... and a memory sounded.

"We need to do this Faust. Discord won't stop himself, and we have the best chance to do it," Celly's voice sounded. But she sounded so much older. Like she was an adult, or at least close to it.

"I understand that, but you're both still so young," she heard herself reply.

"You were younger than us when you battled Tirek, the Smooze, Crunch, Lavan, Arabus," Celly listed and then left hanging. Faust honestly had nothing to respond to that with.

"True, but perhaps we could wait, just a little while more," Lulu offered softly. She sounded older too. More teen aged than she cared to admit. She heard the memory of Celly sigh and saw brief flashes of too older fillies trot past her.

"If we wait we'll just end up staying here forever Lulu," Celly stated resolutely. The visions of the girls appeared by the exit of the library. "Faust... I... you've taught us so much, taken care of us for so long, but we have to do this," Faust idly thought Celly was talking to herself just as much as she was speaking to her. "We have to..." she trailed off. Faust heard herself sigh and then walked to the ghostly images and raised her wings over their backs.

"Just go," she whispered softly. She nuzzled Lulu once, felt a wetness on her neck and looked to Celestia. "Just take care of Lulu Celly, she's your sister and she's still pretty young," she ordered softly. She saw the vision of Celly nod her head, then walked back into the library. "And... and don't worry 'bout me," she said through tears, "I'll be here if you ever want to come back," she had stated without turning to the two. She heard their hoof-falls as the two trotted away. "I'll still be here," she whispered as she slowly began to break down, "alone," she whispered in a half-sob...

Faust blinked her tear-filled eyes and sat down on her haunches.

"They're gone," she whispered. Forgetting the memory made sense, from her experience she always blocked out bad memories. Sad memories too actually. It made it easier to cope with her long life. But right now that was hard to do. After all... she was all alone again. 'Maybe that's why I went down there,' she considered, her bangs shadowing her eyes as she sniffled. 'This place is too big when I'm alone,' she continued to think to herself. 'At least down there it isn't so big,' she thought as she began to cry. 'But it's just as empty,' she thought to herself.

She quickly shook her head and wiped at her tears. She then blinked her eyes and galloped into the tower. She ran up the stairs so she could reach her room. 'Just how long was I down there?' she wondered to herself. 'Just... just trying not to think about it. Cause I know that's all I was doing at first,' she noted to herself. 'It can't have been too long, right? I mean I couldn't just stay down there like that for years... right? I... I mean... I can at least visit the girls now, they might even like a visit!' she thought to herself. She shook her head and slipped into her room with a yelp.

She blinked and then noticed she'd tripped on an old tattered dark-grey cloak.

'Perfect!' she thought. She quickly bounced back to her hooves and then lifted the cloak up and wrapped it around herself with a flourish. She idly pulled an old rope from a drawer and then a horseshoe shaped broach and used them to close the cloak around her neck, hood down. She then trotted into her closet to find a mirror waiting for her. She turned around in the cloak and then raised a hoof to her mane. It was longer than normal, and a lot messier than it'd been back when the girls were around. 'I really let myself go,' she noted to herself.

She shook her head of such thoughts and began to concentrate on her magic. With a flash her mane was cut and returned to her usual only somewhat messy style. 'Maybe I've had this same old look for too long,' she considered. That thought in mind frowned to herself as she stared at it and tried again. This time her mane was long and wavy, but she shook her head. 'Nah, I've never looked goo with really long hair,' she thought to herself. Her mane flashed again and this time was in a bob-cut. 'No, that's more Buttercup's style,' she thought to herself. She then concentrated one last time, and her mane shifted back into her most common style...

"Meh, why ruin a classic look," she decided with a shrug. She then paused and looked at herself with a critical frown. There was no way she could pass for an average mare. 'I'm way too tall and willowy to pass off as a normal pony,' she noted with a frown. She sighed as her horn glowed once more and with a flash she was a tall willowy pony, but thankfully much smaller... 'No, still not normal or unassuming enough,' she thought as she concentrated once more. There was yet another crimson flash and she was changed yet again. Now she was a much shorter pony with a rounded muzzle. 'Perfect!' she decided with a nod of her head.

That done she turned and stopped as something occurred to her.

"I have no bucking clue where the girls are now," she realized. She then turned and galloped into the tower. She idly looked around and was somewhat intrigued by how massive the tower seemed to normal sized ponies. Usually it seemed so much smaller to her. Then again normally she was much bigger in comparison. She turned down a hall and entered into her old trophy room and ran to Majesty's enchanted mirror. She panted slightly as she walked to it and then placed her hoof onto the mirror's surface.

"Show me where Celly and Lulu are," she whispered. The mirror's surface shifted and changed to a distant land across the mountains to the north. It was a vast, snow covered land with a large castle in a vast forest just outside of a small unassuming valley. "Oh it's winter, better bundle up," Faust mused as she turned to hurry back to her room. As such she missed the mirror as it focused on a pair of 'fillies'... alicorn fillies... Instead Faust entered into her room and grabbed an old scarf from her closet. She wrapped it around her neck and then hopped into some brass hoof-boots.

With a nod of her head the ancient mare hummed a tune to herself as she grabbed a pair of fuzzy earmuffs and then looked at them with a frown. 'Boring,' she thought as she then grabbed a quill and some ink from a nearby desk. She idly started to draw symbols and runes on the earmuffs before she concentrated on her horn. She closed one eye and stuck her tongue to one side as she focused on a crimson glow at the tip of her horn. The glow then slowly darkened and a tiny red crystal fell from the tip of her horn to the floor beneath her.

The ancient alicorn grabbed the crystal in her magic and affixed it to the earmuffs with a slow bob of her head. She idly painted a few symbols around the crystal, then drew lines along the band of the earmuffs to the individual cups. Once she was finished she pulled them onto her ears and gave a pulse of magic. She then idly bobbed her head as a tune began to play inside of the cups of the muffs. When she was a young pony, exploring and learning spells after her ascension, she had taken to enchanting and runes. In them she'd discovered a way to make music play out of seemingly random objects, as well as dampen it outside of a set area.

The area just so happened to be hear earmuffs, meaning only she would hear the music.

'Much better,' she noted with a smirk and a slow nod of her head to the beat of the music. She then lifted her hood over her head and made her way out of the tower. She continued to nod her head to the beat as she wandered to the top of the tower. Once there she made her way to her telescope and looked through it. She lowered it down so she could look across the land and licked her lips. The beat of music continued to play in her ears as she sought out the castle she'd seen in the mirror. Eventually she spotted it in the distance and grinned to herself.

'North-by north-east, a good few thousand miles away,' she noted to herself, 'A bit too difficult to traverse on hoof or by wing, should probably just Wink there,' she decided with a nod. She then backed up from the telescope and hummed the tune of her music to herself as she approached a hatch at the ceiling of the observatory. She opened the door to the upper exit, only to turn back to the inside of the tower. "I'll be back later, don't wait up," she said aloud to seemingly no one. However the lights within the tower suddenly went out, the doors sealed shut and left only the upper door open.

Faust grinned as she closed the door and then trotted across the upper platform. The wind blew strong so high off of the ground and caused her cloak to billow behind her. She shifted on her hooves for a moment and then opened her wings. She leaped off of the tower and fell into a dive. She smiled as she allowed herself to fall for a time, completely ignoring the ruined land around her, and then pulled up into a rise. She beat her wings a time or two and then focused on her magic. She closed her eyes and her horn began to give off a soft crimson light before she suddenly vanished with a flash...

Faust appeared in the distance... upside down. With a yelp she fell head first into a snowy bank and began to scream as she rolled downhill. A snowball formed around the ancient pony which then rolled straight into a tree. The jolt caused more snow to fall from the tree and impact with the snowball she was already inside of. With a groan Faust stuck her head out of the snowball and brought a hoof to her head with a grimace. 'Note to self, I need to work on my long distance Winking,' she decided internally. She then shook her head, of snow mostly, and looked around.

She found herself in a small village with ponies dressed for winter. The majority of them appeared to be Earth Ponies, with a couple of Pegasi here or there. With a small hum, Faust pulled herself out of the snow and made her way down a path. She silently walked with a slight bob of her head to the beat of her music. She drew an odd few stares as she hummed the song to herself, but didn't pay any of them any mind. Her cloak, thankfully, concealed her wings so no pony thought anything of her. A white unicorn being a little odd was hardly something that merited much attention after all.

She hummed to herself as she approached the castle in the forest. A stone path had been built, and as she walked along it she looked to either side at the forest. 'This place seems familiar,' she remarked internally. She shrugged her withers and continued down the path without giving it any more thought. She noted a few ponies as they went towards the castle in the distance. They wore strange clothes in her opinion. They caused the ancient mare to raise a brow, then roll her eyes. 'Ah fashion, the one kind of 'art' I've never been able to get into,' she noted with a nicker of amusement.

She then paused her thoughts and whistled as she approached the castle. She wasn't into fashion, but on the other hoof she did have an appreciation for architecture. The castle before her was an impressive piece of work if she were honest. Much better than anything she'd seen back in Dream Valley, save the Tower, and was bigger and fancier too. The Tower was probably the only thing that could compare, and even it had a more simplistic design to it. The Tower was built to be part fortress after all. This place was seemingly built with the idea of impressing others in mind.

'Lulu and Celly had a hoof in this, I just know it,' Faust decided. She could see suns and moons everywhere. The two fillies had always had an obsession with the Sun and Moon when they were little. Oh, and the stars as well. She had never really got the obsession with the sun and moon, despite many Dream-Valley ponies all but worshiping the sun, and Twilight had talked to the moon, but she had loved the stars as a filly. She could quite easily recall taking either filly to stargaze with her telescope on their slow days. But there didn't appear to be any stars around this place, or if there were they were far less obvious than the Sun and Moon gimmick.

She slowed her pace as she approached the castle and saw a grey pony with a white beard in a hat with...

'Are those bells?' she wondered to herself, she then lifted a cup from her ear and heard a jangling from the stallion, 'yeah, those are bells,' she noted with a roll of her eyes. Leave it to Celly and Lulu to have some weird bell wearing pony around. She shook her head and walked forward, only to slow when she saw two ponies with the stallion. One was an off pink color with a pink mane and tail, she had a sun shaped cutie-mark with purple eyes. The second had a short powder blue mane and tail, with a blue coat and a splotch of black on her rump with a crescent moon. What gave her pause was she recognized the two... save that they were alicorns.

'Celly... Lulu...' she thought with wide eyes. The two were taller now, taller than the stallion in bells. Celly dressed in a gold torq and shoes with a crown on her head. Lulu had an obsidian chest plate with a crescent, crystal shoes and tiara on her head. 'How,' she wondered to herself. Celly, she looked so much older, more willowy almost like Faust herself. But Lulu still had a relatively smaller build and rounded muzzle. 'I... how long was I down there just working?' she wondered as she backed up. She brought a hoof to her mane and a grimace crossed her face.

'How long was I working for? How long has it been for them? Alicorns age differently, I think, but I do know the memory problems start pretty early... has it already hit for them? Do they even know me anymore? Would they recognize me at a glance? Would they want too? It might've been so long for them now that they don't care. I could just be a distant memory to them...' her mind raced with questions and worries. She fell back and brought both hooves to her head as it started to hurt. She took slow steady breaths to calm her frazzled nerves and then yelped when she felt someone place their hoof on her wither.

She turned quickly and saw the stallion from before. She blinked as he said something and then reached into her hood to move one of the cups from the earmuffs from her ears. "Um, sorry, but what did you say?" she questioned. The stallion arched a brow, sighed and then looked at her curiously.

"Once again," he muttered under his breath, "Excuse me miss, but are you alright?" a stallion questioned. She blinked in response and then glanced to see Celly and Lulu staring at her as well.

"I... I'm fine, just a headache," she replied sheepishly.

"I see," the stallion replied, he then hummed and looked at her head. "You have... something magical on your head," he remarked and Faust blinked. 'He can see that? Huh... must be like Swirlock,' she decided. Swirllock the Grey had been one of her own teachers after her ascension. He had been a combat mage of unparalleled skill and cunning. She'd learned a large number of combat based spells from the stallion at the request of Queen Majesty. Not that the Queen needed her student to do much fighting by that point, more that it had been to prepare her for the future.

"Yeah, I enchanted my earmuffs," she admitted. The stallion looked intrigued.

"Really? Might I see?" he requested. Faust frowned for a moment then pulled back her hood and offered her earmuffs to the stallion. She idly noticed that Lulu had squinted her eyes and was staring at her intently, like she recognized her but couldn't figure out why she did. Celly on the other hoof was looking at the stallion with a wry smile as he turned the cups of her earmuffs and placed it against his ears curiously. 'Huh, I... I guess they don't remember me,' Faust reasoned with a sigh. She then watched the odd stallion as he hummed and then offered her her earmuffs back.

"A most remarkable bit of spell work and enchantment madam," the stallion admitted, "I've never seen a pony use a Spectra-Crystal as a power source before," he added. Faust chuckled lightly and slipped the earmuffs back on, one cup turned from her ear so she could still listen to the stallion.

"It's just something I picked up from a toy maker once," she admitted. Although to be honest working on Marionette hadn't been solely where the idea came from. It had also been used on a few other contraptions the toy maker had tinkered with. Then again, that crazy old stallion had had a love for tinkering.

"Really?" the stallion questioned and she nodded, "Huh... might I know the name? I don't think I've ever met a Unicorn who used Spectra Crystals to power toys before," the stallion noted. Faust snorted slightly and then grinned.

"He was an Earth Pony," she stated bluntly. The stallion blinked and then coughed into his hoof with a blush.

"Ah... yes... that would explain it," he remarked. Faust nickered softly and glanced at the girls once more. "So what brings you to the Royal Sister's castle?" the stallion questioned. Faust blinked and then raised a brow. 'Royal sisters? Since when are the girls royals? Last I checked they still caused chaos wherever they went... especially when breakfast is involved' she noted to herself. Faust then considered her answer for a moment. She didn't want to just barge into the girls lives randomly. They clearly had a life now that didn't really involve her anymore... and well... maybe it was better that way.

No need for their old nag of a nanny to come bother them after all.

"Just passing through," she replied softly, "Thought I'd check the place out," she added.

"I see," the stallion remarked. Lulu then tilted her head to the side.

"Prithee ma'am, but hast we met before?" she questioned. Faust blinked and then snorted at the way the girl spoke. 'Oh my stars that is just so adorable!' she thought with a nicker to herself.

"M-Maybe," she replied mysteriously, a grin across her face. Lulu frowned and shot a look at the mare while the stallion cleared his throat.

"Yes... in any case ma'am, I am Starswirl the Bearded, a pleasure to meet you," the stallion stated with a bow of his head. Faust nodded with an eye closed and a slight smirk. "These two are the royal sisters, co-rulers of Equestria," he offered with a hoof raised and motioned to Celly and Lulu. "This is her majesty Princess Celestia," he said and Celly nodded her head, "and her sister Princess Luna," he noted and the blue alicorn sniffed and glared at the ancient mare.

"And whom might you be?" the lunar alicorn questioned. Faust blinked and then hummed internally.

"Inkwell," she replied after a moment of thought, "just call me Inkwell," she stated. Starswirl nodded, though he had a funny look on his face as he did. 'Luna' frowned as she looked at the ancient alicorn, as if something was wrong. 'Sorry Lulu, but you girls have better things to do than worry 'bout an old nag like me,' Faust thought to herself. "So what has you three out and about?" she asked them with her head tilted slightly. She idly raised her hood over her head while Celly replied.

"We are heading for the village outside the Everfree," she replied. Faust blinked and looked in the direction she came from with a frown.

"Why?" she questioned. Celestia arched a brow and looked at Faust strangely.

"It's Hearths Warming Eve of course. We're going to visit the orphan foals and tell them stories," the alicorn replied. Luna snorted and muttered under her breath which caused Faust to glance at her for a moment. She then turned back to Celestia with a raised brow. She knew what a Hearth was, and Hearths warming made sense, but what was 'Hearths Warming Eve' supposed to be?

"Hearths what now?" she questioned.

"A holiday," Starswirl elaborated, "It's known to everypony as Hearths Warming Eve. On this day we give gifts, visit family and friends, and celebrate togetherness between the three tribes. We celebrate it in honor of the original joining of the three tribes by our trusted founders. The Princesses like to visit the orphans so that they don't feel left out," the stallion explained. Faust made an oh with her mouth and slowly nodded her head. Given that the girls were orphans too, that made a lot of sense. She then backed up a pace as Luna got up close to her with narrowed eyes.

"How is it that thou do not know of Hearths Warming?" Luna questioned, "Tis a most respected holiday cross all of Equestria," she stated. Faust merely nickered once more at the odd way the pony spoke. She found it to be adorable that Lulu had taken up such a flowery way of speaking since becoming a Princess. 'Actually makes sense given how she used to talk,' she noted to herself.

"Sorry, I'm from..." she paused and considered her answer, "very very far away," she settled on with a nervous titter. Luna frowned while Starswirl hummed.

"The Crystal Empire maybe?" he questioned. However he dismissed the idea at the blank look from the white mare. "Perhaps a different settlement then... are you from the south?" Starswirl questioned and Faust nodded. The bearded stallion hummed and stroked his beard then looked at her strangely. "I say, would you happen to be from Trotsfield then?" he questioned. A look crossed both Celestia and Luna's faces at the mention of the name. Both ponies looking to one another with confused.

"That sounds so familiar," the both breathed aloud. Faust however just grinned in response.

"Yeah, I'm from Trotsfield," she replied. Not really, but it was kind of close to where she lived, well, when compared to the other settlements anyways.

"Ah, that explains a lot then," the stallion noted. Faust frowned in response, idly wondering if she'd just been insulted. However the stallion idly glanced at the sky and turned to Luna and Celestia. "Princesses, I believe we've delayed enough, if we're to reach the orphanage before sunset we should leave now," the old stallion suggested. Celestia immediately nodded her head while Luna frowned.

"What's wrong with sunset?" she muttered under her breath. Faust looked at the younger sister in concern and then back to Starswirl as he bowed his head in her direction.

"Forgive us miss Inkwell, but we must be off," he stated and hurried off. Celestia inclined her head in Faust's direction as well and then followed Starswirl. Luna paused and stared at Faust strangely, then bit her lip and hurried after her sister and the bell wearing pony. She watched the trio hurry towards the village and her face fell. She sighed and turned back to the castle, a small nicker crossing her lips as she looked at the castle.

"Not bad girls, you've really made a name for yourselves," she murmured. She then blinked as a pegasus in armor fell to the ground. He breathed heavily as he got up, a few burns visible on his body. 'What the hay?' she wondered. The pegasus rushed to one of the guards on the castle grounds and grabbed him manically.

"Where are the princesses!? War-Helm is attacking again!" the stallion declared loudly. The guard looked at him in alarm.

"Where?!" he demanded.

"Shady Hollow, or what's left of it!" the burned guard replied. Faust frowned to herself, 'War-Helm' didn't sound like somepony friendly and given those burns...

"Is this War-Helm dangerous?" she questioned. The guards blinked and turned to her.

"Who are you?" the first questioned.

"A mare the princesses briefly spoke too," the second replied stiffly. Faust rolled her eyes.

"Look, who or what is this War-Helm thing?" she questioned bluntly.

"A pony made out of fire," the first guard replied shakily, his eye twitched and he began to shake. "Years ago the Princesses fought him and he did... something... it allowed him to come back from death! But now he's a flaming beast! No body, just fire and armor and death!" the stallion exclaimed frantically. His comrade grabbed him by the withers while Faust frowned deeply. 'Hearths Warming is a really important holiday to these ponies... well, might as well give the girls a little gift of my own, besides I haven't stretched out my legs in a long time,' the ancient mare decided.

"Shady Hollow, where might that be exactly?" she questioned. The second guard merely scoffed and looked at her strangely.

"Ma'am if you're sightseeing I can assure you a monster like War-Helm is not a place you want to go," the pony stated. Before he could blink though Faust sighed and her horn flashed crimson. A sleep spell suddenly surged outwards and all the guards in the immediate area fell asleep. With that done Faust looked up, her eyes began to glow crimson and she spotted the Pegasus' trail. 'Just follow that and I should find this War-Helm thing,' she decided. She then raised then beat her wings and shot up high into the air. She then stopped high up, took a quick breath, and shot in the direction of Shadow-Hollow.

Thankfully, it didn't take much to see the place from the air, especially since it was in a forest... and on fire...

'Huh, that's pretty obvious. So not a 'Chess-Master' villain then. Good, I hate those,' the mare noted to herself as she lowered down into the burning village. She then exhaled a quick breath into her bangs and focused on her magic once more. She could feel the magic in the fires around her, so she cast a simple spell. 'Spectra-Dissolution charm,' she thought as a wave pulsed outwards. The spell did exactly what it sounded like, dissolved spectra. This was very useful for disabling random magic as Spectra was a part of all magic. Internal Spectra was fine, but external, well, it was best not to let it get hit with such a charm.

The fires around the small settlement all went out while Faust marched forward. She noticed as ponies galloped from the center of town and whistled to herself. She idly reached a hoof up and tapped the side of her earmuffs through her hood. Instantly a different song began to play for her. She felt the beat of the song pulse through her body and smiled to herself as she approached the center of town silently. She idly watched as a pony made of iron and copper armor appeared, it's mane and tail made of fire with an omega shaped Symbol on it's flank.

Faust fearlessly trotted passed the fleeing ponies and approached the flaming stallion. It's burning red eyes locked onto her as she approached and a gout of flame extended from the end of it's metal muzzle. The ancient alicorn idly continued to bob her head to the beat of her music as she saw the pony open it's flaming wings and rear back to whinny in a deep burning tone. 'Last time I heard someone with a 'burning' tone was Lavan,' she noted to herself with a nicker. This guy was nothing compared to Lavan however, she could tell that much with a glance.

"Alright bub," she began fearlessly. The ponies of Shady Hollow had already vanished, moving to hide while she and War-Helm faced off against one another, "let me give you a bit of advice, if you keep going on like you are right now..." Faust began. War-Helm merely snorted a gout of fire and glared at her heatedly. He pawed at the ground and crouched down, making ready to charge at the mare. Faust ignored him and raised a hand to her earmuffs, her left eye closing while her right began to glow bright red, "Then you're in for a bad time," she stated firmly. However War-Helm whinnied and charged at her at full tilt.

His hooves beat against the ground and tore chunks of dirt free as he approached the mare. She merely arched a brow and moved to the side as War-Helm came at her. The stallion brought his forehooves down hard and turned into a skid to face the ancient mare. She nickered softly as she grinned towards War-Helm mockingly. The flaming warhorse snarled and his flaming mane roared upwards as he let out a gout of flame. Faust herself just shook her head, still idly bobbing her head to the beat of her music. She didn't even care as War-Helm slowly circled around her...

"Meh, they never listen," Faust murmured with a shrug. War-Helm lunged at her with another loud whinny, his eyes blazing in fury. Faust merely dodged to the side, avoiding him once more while he skidded into his turn and lunged at her again. This time the ancient alicorn nickered as she conjured a wall of spectra that the warhorse impacted with head on. She then grinned as she conjured a floor of solidified spectra under War-Helm and bounced him up into the air. War-Helm merely roared in fury as it began to spin into a ball of fire that fell towards the ground, and Faust, below.

Faust whistled lightly, and then formed a pillar of red-spectra. The hardened pillar slammed into War-Helm from the side and sent him flying. She then conjured a second that slammed him to the side before she conjured dozens of pillars that started to bounce the spinning flaming warhorse around. She still bobbed her head up and down as War-Helm bounced from pillar to pillar. The flaming warhorse suddenly snarled and unfurled his flaming wings, destroying her pillars and causing him to fall into the ground with an explosion of dust and dirt.

Faust merely smirked as she saw War-Helm's glowing form glaring at her.

"Imm'a go ahead and guess that you somehow got your power from my girls. Cause the magic you give off feels a lot like theirs," Faust mused aloud. War-Helm snarled and lunged at her once more, then ducked into a spinning wheel of fire. Faust merely winked out of the way and appeared where War-Helm had started. The flaming warhorse came out of his spin and glared at her furiously as she nickered at him. "So that means when they fight you, you just go and absorb more power from them, am I right?" she questioned. War-Helm didn't answer, instead he let out a gout of fire from his helm and charged at her, only to swing a flaming wing at her.

She dodged to the side. War-Helm turned to her with wide furious eyes while she yawned in boredom. War-Helm snorted a gout of fire and lunged at her once more, horn pointed straight at her. Faust merely unclasped her cloak and tossed at him as she dodged to the side. War-Helm skidded forward and into a heap as he tried to toss the cloak off. However he then gave up and his flames roared outwards, burning the cloak from his horn as he turned to the, for now, tiny white alicorn. She merely smirked as she lifted a hoof up, her horn glowing brightly.

War-Helm grunted as a magic hoof made from spectra formed under him and lifted him up into the air. Faust then raised her other hoof over the first and a second magical hoof formed above a surprised War-Helm. She then slammed both hooves together and War-Helm was all but flattened with a crack. Faust whistled to herself as she brushed off her hooves, the magic hooves in the air doing the same before the dissipated into a fine crimson mist. War-Helm's broken and battered body fell to the ground, only for flames to roar to life and super-heat the metal.

It bent and twisted outwards until it was fully repaired and the flaming warhorse stood once more. He panted as he stood there, his flames had dimmed but with a shake of his head returned to full burst. His eyes blazed with actual fire as he glared at the ivory mare and lunged at her once more. She rolled her eyes and then smirked as crimson tiles formed under War-Helm's hooves. The warhorse blinked as the tiles started to turn into a spiral as they raised him over Faust and he turned to her, only to slam into a wall she formed at the end. Faust waved her hoof, the tiles and wall vanishing and War-Helm fell to the ground with a bang.

The warhorse slowly got back up onto his hooves while she clicked her tongue.

"I'll guess the girls kind of stay away from you, if they don't you get stronger and burn more ponies after all," she continued. War-Helm roared as he lunged forward and swung at her with his wings again. She ducked under him and then slid below him. He looked down while she idly rested a hoof under her chin as she looked up at him. "And if you do fight them, you're basically guaranteed to win or at least tire them out, am I right?" she questioned. War-Helm reared back and stomped down with his hooves to crush the mare, however Faust winked away. The flaming warhorse's eyes darted all around in search of the mare, but he didn't...

"But with that in mind," her voice came from behind and War-Helm turned quickly, only for his hooves to be swept out from under him by an ivory wing. An auburn tail was then wrapped around his neck and he was flicked to the side. He spotted Faust as she looked down at him with a smirk. "Since I'm not my girls, I can use my magic on you all I want," she stated and then bucked him in the face. The flaming warhorse grunted as it was punted into the distance. A wall of solid red spectra forming for him to crash into while Faust languidly approached him.

"Which is good, seeing as my girls are busy spending this 'Hearths Warming' thing with some orphan foals and I'm not about to let you ruin that for them or the foals," she continued. War-Helm snorted a gout of flame, the voices in his head demanded that he shut the mare up! Celestia and Luna were annoying, but at least they weren't always talking! They just preached endlessly about the lives of ponies and how he should feel bad and... actually they were more annoying. At least this Alicorn was beating him senseless as she rambled, he could respect a mare with that kind of power at the least... but still, she needed to die!

He lunged forward with a whinny and Faust silently rolled her eyes. She formed a spell on her horn and swung her head at an angle. An arc of crimson magic extended from her horn towards the flaming warhorse. He leaped to the side, only for a beam of magic she had conjured shortly after to slam into him head on. She nickered quietly to herself while War-Helm snarled and roared in outrage. He lunged at her again. However the ancient alicorn's horn began to glow once more. She grasped at War-Helms hooves with her magic and lifted him up into the air with them, much to his surprise. He hung upside down helplessly while Faust looked tired.

"Cause I don't really want to intrude on my girls lives. They don't need me, and no pony wants their dam looking over there shoulder forever, and I'm just an old nanny to 'em, or a teacher, or maybe just a caretaker," she noted as she then slammed War-Helm into the ground, the iron-armor bending inwards from the sheer force she applied. "But still, while I might not bother my girls anymore, an old mare like me can at least keep an eye out for 'em. And with a pony like you around, I figure I should step in just one last time. My Hearths Warming gift to them, is not having to worry 'bout you anymore!" she stated as she lifted the stallion up.

"Cause compared to the things I used to fight, you're a joke. Your a flaming stallion, big whoop. I fought gods of darkness, monstrous world eaters, creatures made out of molten rock, demons of storm and shadow, a rock dog that petrified whatever it touched, and I did all that without magic!" she declared with a grin. "With magic I trained with some of histories most powerful battle-mages, I've fought necromancers, and taken on the armies of the bucking undead," she stated with a sigh then glared at War-Helm, "compared to all that, you're just annoying to me at the very best," she noted with a smirk and a slow shake of her head.

With that said, she sent War-Helm flying upwards, crimson pillars of spectra formed at his side and he was slammed from side to side, into the ground and then into a roof. He was moved by the mare's magic and into the walls, ground, and roof at an unrelenting pace. She then flicked her head upwards and tossed him high into the sky. War-Helm flailed for a moment and then his flames surged to life and fixed his armor. He then focused his fire and rocketed towards Faust furiously. The ancient mare smirked as he approached and formed a wall of spectra between them. War-Helm turned out of the way of the wall and then widened his eyes.

Faust had already formed dozens of pillars and walls out of her magic and forced the flaming warhorse to dodge and weave all around them. The mare herself idly bobbed her head up and down as she watched, and then smirked as her little plan ended... and War-Helm slammed head first into the ground. "You might want to pay more attention to which direction your going!" she crowed with a nicker. War-Helm roared out furiously as he shot out of the ground and then lunged at her once more. He swung his horn-blade down at the mare but she merely ducked under him and he glared down at her.

Faust gave a cheeky wave and then focused her magic to her horn. She then fired beam of crimson magic slammed into War-Helm and sent him flying up into the air. She quickly flipped back onto her feet and then swung her head upwards, crimson energy surged from her horn to form magical chains that gripped War-Helm tightly. She then swung her head to the opposite side and the chains pulled War-Helm with them and slammed him into the ground. Faust then began to reel the chains inwards while War-Helm struggled against them futilely. Faust idly started to mark on the ground with her hooves, making runes and seals that started to glow.

She then sucked in a breath as she pulled War-Helm onto them. A moment later the flaming warhorse screamed in pain as they did their work. The ground began to glow with magic and lightning arched into and out of his armor. Soon his body began to steam and his flames slowly began to die. His burning red eyes managed to lock onto Faust hatefully one last time before they too vanished. With them gone Faust stepped back as he fell silent and still. His armor slumped down lifelessly and Faust exhaled a sigh into her bangs. With that finished Faust idly whistled to herself as she started to disassemble War-Helm into bits and pieces.

She then looked at her magical chains and concentrated on them with one eye closed. Runes and seals formed along the chains and they wrapped tightly around War-Helm's bits and pieces. Faust then lifted the pieces into the air and blinked. She saw stunned ponies staring at her from the buildings all around. She grinned cheekily in their direction and raised a hoof to her head. "Sorry about any damages everyone, just felt like cleaning this up for my girls," she stated. She then turned and started to trot off, only to tap her chin and turn back to them with a grin.

"Oh and if anyone asks 'bout this, just ask 'em to wish the princesses a happy Hearths Warming from a friend!" she exclaimed cheerfully. The stunned ponies just stared at her as she left with a nicker. She trotted out of Shady Valley at a brisk pace, still bobbing her head to the beat of her song. She paused when she felt the armor in her magic shift. She glanced at War-Helm's armor as she felt the flaming warhorse's spirit roar at her. However given his present situation he was quite impotent. So she merely rolled her eyes and cocked her head to the side."Yeah yeah I've heard all the threats and curses before," she stated with a shake of her head.

"I swear, you'll really fit in well with the rest of the guys back home," she noted with a smirk. She then vanished in a crimson flash of magic back home to the tower... she really hoped that the girls appreciated her little gift to them.

TBC...

Author's Note

Maybe not the best of my chapters thus far, but it is another story we heard from Faust given a little more light... and showcasing how beastly Faust can be in a full fight if she wants to be. A lot of people wanted a Hearts Warming Tale, but unfortunately, Celly and Lulu weren't staying with Faust when the Holiday became a thing... so yeah, sorry but that's partly why I never did it before. So instead I decided I could flesh out War-Helm's capture a bit more... and got kind of carried away with the actual fight.

That said, let there be a Merry Christmas to all, and to all... a good night.

THE SMOOZE Pt.4

THE SMOOZE

Part 4:

The halls of Faust's tower were almost universally uniform in nature. The flooring was tiled in a simple black and white checkerboard pattern with a well-worn red carpet down the center with the occasional golden embroidery, large sturdy marble pillars lined the halls, the walls were made of a dark wood with the occasional painting, door, vase, potted plant, banner, carving, crest, or suit of armor to break up the monotony of the otherwise unnervingly similar halls. With how similar each hall was, it was nearly impossible for any pony to truly navigate these hallways.

The halls were also notoriously long and labyrinthine in nature... or at least many assumed them to be. The truth was, that the Tower moved many of its 'halls' around so as to give the illusion that they went on forever. This method was one of many defenses that had been built into the tower to protect it, and any inhabitants, from invasion. Additionally there were wards built into the tower to protect it, with only one mare keyed into them at any given time. Faust was this mare, and as such she could, in theory, command the tower so as to produce the best path to her destination.

In practice the tower seemed to enjoy making things difficult for her, as the ancient mare had constantly found herself wandering through the ever changing halls every day of her life for the passed several millennia. She honestly attributed it to the Tower having developed a 'playful' personality over the years, but also knew for a fact that it was up to something. Gathering Tree-Mane to do its bidding and resurrecting a new War-Helm told her that much at the very least. What the tower's end goal was, she didn't know, but she did know that she didn't like it taking things into it's non-existent hooves...

"Ugh, does anyone else feel like we've been walking for months on end?" Rainbow dash suddenly questioned. Faust idly glanced back as she heard several murmurs of agreement from the other elements. Realm didn't seem to care one way or another, though part of being a painting pony was that she didn't have to give a buck about much. The other Alicorns didn't bother to comment, instead they focused on their own conversations. Clockwork was speaking with Celestia about something, Luna was eagerly speaking with Riptide, and both War-Helm and Tree-Mane were silent as they remained behind them.

Faust ignored them and flicked her ears back to focus on what Luna was talking to Riptide about.

"And that twas how Equestria was founded," the lunar mare finished. Faust frowned at that while Riptide, AKA Queen Aquaria, frowned deeply.

"Alright, so before they all made nice you had a bunch of unicorns who bullied the earth ponies into feeding them or they wouldn't raise the sun or moon, and the pegasi pretty much did the same by threatening to hit them with torrential storms?" the seapony queen remarked. Luna grimaced at the gross oversimplification of the... actually, now that she stopped to think about it, that was pretty accurate. While it was true that the Earth Ponies hadn't exactly been 'nice' to either of the other tribes back then, it was also true that they had had it worse than either other tribe before the unification.

"Perhaps that isn't the best subject to talk about," Twilight wisely suggested with her ears splayed back. Faust agreed with the little unicorn, she doubted that the sea pony mare would like hearing of some of the worst hate crimes that had come about prior to the founding of Equestria. Faust idly paused that thought and arrested her movements, eyes wide when she saw a long stretch of hall, bits of blank ink staining the walls and floors and creating eerie symbols all over the place.

"Whoa, what happened here?" Pinkie Pie questioned. Faust was silent for a moment as she felt a flash of memory, her anger sending her into a blind rage as she chased the ponies out of her tower. She could recall literally seeing red, she could recall their fear, and she could recall how empty she'd felt when all was said and done... She shook her head and brought a hoof to her temple, a few stray tears at the edges of her eyes.

"This seems new," Celestia murmured. Faust knew that wasn't true, Celestia and Luna had run into this part of the tower before, but that was back when they were still living with her. She'd been able to hide it from them prior to them stumbling upon it by random chance nearing the end of their stay with her. She also recalled being particularly annoyed when Celestia went looking for the hall, curious about the symbols and what they were. Faust had had to be very very explicit when she told the filly that in no uncertain terms she was not ever allowed to go looking for this place ever again...

"What are these symbols?" Twilight questioned as she looked around. Luna hummed in response while Riptide grimaced.

"Looks like the written variant of old Equish," Realm idly commented casually. Being one of very few ponies who still knew said language it wasn't too out of the realm of possibility for her to know something like that. Faust merely wished she hadn't mentioned it as she really didn't need them knowing what all this was. Though if he were perfectly honest, she was the one who didn't want to remember what this was and what those symbols meant.

"Really?" Twilight asked curiously. The painted pony idly nodded her head and squinted her eyes in concentration.

"Yeah... but it's really weird how it repeats the same phrases over and over," the painted pony noted aloud. She then felt something on her back and looked up at a shadow, only to see Pinkie Pie had hopped on her back and looked down at her with a wide grin on her face.

"Ooh, what does it say?" Pinkie Pie questioned cheerfully. Realm yelped and looked at the pink pony warily as she suddenly appeared in front of her. She still wasn't sure what she made of the strange pony quite yet. But regardless she shifted in place and looked at all the different symbols with a frown. As she did Faust also looked at the symbols, flashes of the past dancing in her vision. Flashes of her own inky black hooves carrying her across this floor and leaving the symbols in her wake as she went, while her wings had been flared and dragged ink across the walls, leaving those symbols there.

"I think it mostly says... 'Get out'?" she admitted with a raised brow. She then paused at another set of symbols and shivered, "Oh and 'leave me alone' too," she added. She didn't notice one of Faust's wings twitch or how her eyes were shadowed by her bangs. "Jeez, did someone vandalize the place while I was away or what?" the painted pony questioned with a look to Faust. The ancient mare mutely looked at Realm, her eyes decidedly dull and listless, before she continued on her way without comment. "Okay," Realm murmured while Twilight hurried to the ancient mare's side with a concerned look at the much older mare.

"Are you alright?" she questioned. The elder pony didn't respond beyond a quiet nod as she continued forward. Twilight paused and looked to Celestia with clear concern on her face. The off-pink alicorn frowned and trotted ahead to the elder alicorn's side.

"Faust you seem tense are you sure you're," she began only for Faust to abruptly stop.

"We're here," she stated suddenly. Celestia blinked and turned to look ahead, only to see a plain wall in front of them.

"What, but there's nothin' 'ere?" Applejack noted with a confused frown. Realm idly rolled her eyes and fixed the orange apple mare with an amused look.

"You do remember that Faust can make runes and the like, right?" she questioned and got a nod from the apple pony in reply, "well among many other things that includes runes that'll create illusions and the like," she explained. Clockwork idly nodded his head in understanding and clicked his tongue.

"Makes sense given how well known she is for them," he mumbled mostly to himself. Faust herself ignored the lot of them as she put her hoof down on a specific tile. Instantly a number of runes started to appear on the wall, before they vanished and a large iron door appeared before them.

"Whoa, that thing is huge!" Rainbow remarked and received several nods of agreement from her friends. Rarity on the other hoof softly hummed and rubbed her chin as she looked at the strange door. It was large, made of iron, and aside from that was relatively bland and boring in her opinion.

"Bit drab though," she noted. She got looks from some of her friends while Faust walked forward and placed her hoof against the door and sighed. A second later there was a shimmer of magic as another series of runes were washed away and a hole appeared in the center of the door. Faust stepped back from the doorway a moment later and then narrowed her eyes on what she knew was the keyhole to the tower heart's chamber.

"Really hate having to summon the key," she murmured as her horn lit with crimson magic. A moment later there was a flash as an oddly intricate clockwork device appeared floating before her. "I hope Breakdown didn't need to walk anywhere for a bit," she mumbled under her breath as she pulled the key to herself and placed her hoofs on the sides of it. She then turned one side until their was a click and let go of the odd device. It started to shift and change out of her hooves, taking on a new shape and dimension as she reached out to pluck it from the air once more.

"What's that?" Twilight asked curiously. Faust glanced at her and then turned her eyes back to the device as she turned one of the segments on it and it began to shift and change on its own. Twilight watched it with clear interest as it continued to change, until finally the mechanics of the key halted and Faust hummed as she turned it around with her magic.

"Key to the Heart Chamber," she replied shortly as she continued to fiddle with the key.

"Huh, is it me or is that key too small for all those transformations," Clockwork remarked as he trotted over to the mare with clear interest alight in his eyes. Faust glanced at him only once and then turned the center most segment of the key and caused a large spike to shoot out of one end while a pair of handles opened at the other end.

"Done," Faust murmured as she lifted the key with her magic and then put it into the keyhole on the door. She then turned the key and their was a sudden sound of turning tumblers while the key turned on its own and sank inside of the keyhole where it vanished from sight. A moment later the iron door started to open, plates and segments shifting about before revealing a large open chamber. It was wide open with a red carpet leading within, the walls seemed to pulse with blue energy while large marble pillars lined the room alongside six statues of ponies and what appeared to be a glowing number of crystals on the center of the ceiling and floor.

"Oooh pretty!" Pinikie stated as she hopped passed Faust.

"It is quite lovely," Rarity noted then focused on the statues around the room. "Though pardon my curiosity Darling, but whom are these statues depicting?" she questioned. Faust glanced at them and sighed tiredly.

"My friends," she whispered as she trotted to one. "This was Firefly, the best flyer and stunt pony in all of Dream Valley," she stated with a soft smile. Rainbow flew over and grinned when she saw the confident looking pegasi in question.

"Sweet, this is that pony who made that one trick right?" she asked. However Faust had already turned and teleported to another statue, and giggled when she saw her.

"Here's Surprise, literally the most surprising pony any pony could meet," she began then sighed, "Spike had the biggest crush on her," she noted with a shake of her head. Pinkie bounced over and looked at the mare, only to rub her jaw with a frown.

"Huh... she actually doesn't look that much like the wonder-bolt named Surprise," the pink party pony noted to herself. As she did Faust vanished in another crimson flash and smiled warmly as she looked at the next statue.

"Applejack, or Jackie as we called her, was the first of the Apple family, a bit clumsy at times but an honest and true friend all the same," she noted. Applejack, of the present, walked over and looked at her ancestor and smiled.

"Heh, looks like 'ah might get mah looks from 'er," she noted as she saw a great deal of similarities between them. Aside from their manes and tails, they did look nearly identical. Although the 'original' Applejack had a different cutie mark. Faust smiled softly for a moment and then flashed to the next of the statues.

"Posey, the local gardener and schoolteacher, the kindest pony I knew back then," Faust noted and Fluttershy flew over. She paused when she saw Posey, who oddly enough looked like herself if she'd been born an Earth Pony. Fluttershy actually smiled at that.

"She looks nice," she remarked and Faust idly nodded her head.

"She was, and patient too, she was actually a lot like that Cheerilee mare in Ponyville," the ancient alicorn admitted. Fluttershy blinked at that and then slowly nodded her head. She could kind of see that, although mostly just because Faust had called the other mare a 'school teacher'. A moment later Faust turned and flashed to the next statue, this one she looked at with a strange look on her face.

"Twilight the Wish Granter, who gave up her wish so that others would come true," she stated. Rarity approached this statue and paused at the sight of the other mare. When she'd first heard the story of this particular mare she'd actually imagined Twilight herself, or perhaps even her mother, yet Twilight the Wish Granter looked like neither. Her mane was wavy and messy, much like many of the other 'original elements' actually, and her cutie-mark featured a much greater number of stars than Sparkle and Velvet. Still, it was clear to Rarity that the mare in question was quite lovely, not to mention she had a more... mature charm to her than Twilight Sparkle did.

"My my, she seems a bit older than the others," Rarity noted aloud and Faust nodded her head.

"Aside from Majesty she was probably the oldest of us. She was the one who had to try and keep every pony else from doing reckless or stupid things, not to mention all the times we abused her wish granting ability," Faust remarked with a sigh as she rubbed at her temples with her hooves. Truth be told it'd been Glory, Firefly, and Spike who'd abused that ability far too much for her liking. After the first time they found out her magic tended to mess with selfish wishes one would think ponies would learn not to make silly selfish wishes but nooooo...

"Wait you did what!?" Rarity all but demanded. Faust sighed in response and nodded.

"Yeah, turns out if you make a 'selfish' wish around Twilight it would be granted but there would be a horrible consequence to it," she explained and Twilight popped over beside them.

"So it's like the story of the Monkeys Paw?" she questioned curiously. Faust frowned in thought for a moment and then nodded her head. "Huh... is that the actual origin of that saying, 'be careful what you wish for'?" Twilight questioned curiously. Faust idly nodded her head and then turned around to face the crystals in the center of the room and anywhere but at the last of the statues.

"Yes, but for now we have more important matters to attend too," she stated. As she did she flapped her wings and flew to the center of the room and looked over the crystal structure. Meanwhile Twilight frowned then turned from Rarity and instead focused on the last of the statues around the room. She didn't know why Faust seemed to have ignored it but the little lavender mare was curious who it was and so approached it. As she got closer she could see that it was a tall willowy mare with a cutie-mark which resembled sparks of some kind. Twilight didn't know why, but something about the mare seemed almost... familiar to her.

"Princess Majesty," Celestia noted from behind Twilight. The lavender mare gave a start and then turned to see her mentor offer a gentle smile, "Faust's mentor and the original element of Magic," Celestia explained. Twilight blinked and then turned back to the statue with a grimace. 'Oh wow, I... don't really seem like much when compared to her,' she thought with her ears folded back. While she was far from ugly, Majesty was quite simply gorgeous. She was just as tall and willowy as Luna and had a long horn as if she were an alicorn as well, on top of that there was an almost regal look to her despite lacking any regalia aside from the crown on her head.

"Celestia, Twilight!" Faust called out. The two turned and the ancient alicorn bade them come to her with a wave of her hoof. Teacher and Student stepped away from the statue and made their way over to Faust as she raised a hoof and flicked it above the crystal on the floor. Instantly there was a beam of light was sent up into the other crystal formation, between the two of them another holographic model of The Tower appeared, but to the side was a number of rooms seemingly turned into a perfect circle with four rooms coming off of them.

"Looks like the tower took a few preventative measures," Faust murmured softly.

"Really?" Luna questioned curiously. Faust idly nodded her head.

"It's taken all of the places The Smooze has already infected and separated them from the main body of the tower to prevent it from infecting more," she explained and then clicked her tongue. "So moving the Smooze is possible, but we'll still have to push it out of those rooms," she remarked. Clockwork hummed and tapped his chin as he looked over the map.

"Or we could just delete them and let it fall into the leyline the towers keyed into," he remarked. However Faust scowled in response.

"So you're telling me you actually want to find out what happens to the Smooze when it infects a Leyline?" she questioned snarkily. Clockwork grimaced and then shook his head in response.

"No no, I'm just worried you and the sisters won't be enough to move all this," he replied. Faust snorted and then narrowed her eyes.

"Celestia and Luna will focus on the Coliseum and armory, I'll handle the Smooze in the Simulacrum Chamber, Twilight will have to take the Smooze in the Storm Chamber," she responded. Twilight blinked and looked askance at the ancient mare.

"M-Me?!" she all but demanded. Faust idly nodded her head as she focused on the map. "B-But I've never done anything like this before!" she called out with clear concern. Faust fixed the little lavender mare with a flat expression.

"You moved an Ursa Minor on your own," she reminded her. Twilight felt her eye twitched violently in response.

"The Ursa was nothing like this!" she responded. "It was sleeping at the time! I didn't have to fight it to push it like I will to move something like the Smooze! Not to mention the fact it's endlessly expanding which could therefore overpower my with sheer mass if it wanted!" she exclaimed as she started to hyperventilate. Faust mutely flew down and then looked Twilight in the eye.

"Twilight you're going to be fine," she assured her. The lavender mare scoffed.

"How can you," she began only for Faust to quickly interrupt her.

"Because I have faith in you," the ancient alicorn stated. "You've been through too much for me to think you can't do this," she responded with a soft smile. She then looked to Celestia with a pointed look, "I mean you and the others have been through more than enough to inspire a great deal of confidence, I mean c'mon look at your track record!" she stated and tapped her hooves together to count. "There's taking on Discord, Nightmare Moon, a Dragon, Sombra, the alicorn amulet, the changelings and the changeling queen," she listed with a slight smirk. Celestia groaned as she did and brought her hoof to her face.

"I think we get it already," the solar alicorn grumbled. The levity of the moment was short lived however as Clockwork cleared his throat to draw their attention. Faust glanced at the stallion with a raised brow and he pointed to the map and made an observation.

"Uh, Miss Faust, if you're pushing the Smooze then who will be controlling the tower?" the clockwork stallion questioned. He glanced at the transparent representation with a frown and Faust flew up to it.

"Its simple enough to work while in this room, all you have to do is move the map pieces to move the actual sections of the tower," the ancient alicorn remarked as she did just that. To give a demonstration she literally reached out and removed the hall from outside of the heart chamber. Instantly the door to the chamber shimmered and a glowing field appeared to block their path out of the room. Faust then reached to the side and grasped one hall, specifically one that lead to the Gallery, and placed it to the chamber. Upon doing so they saw the field of magic at the entrance to the room vanish and the interior of the gallery appear beyond it.

Upon seeing this Rainbow Dash surged to the door and then reached out through the doorway with a hoof. She blinked as it passed through and then hopped into the gallery. She took a moment to trot around and then grinned widely. "Okay I gotta' admit, that's kind of awesome," she declared as she trotted back into the room with a wide grin. Faust rolled her eyes in response while Realm walked to her friend and sighed.

"With that door there," she mumbled and then looked up, "Faust I'm heading back to my painting," she stated. Faust glanced down at her, but it was Pinkie who shot to her side with a concerned look.

"What! But why?!" the pink pony questioned. Realm idly opened a wing and then sighed. If one looked close enough at her wings one might notice how they were starting to discolor and crack. Realm could notice it, she could feel it happening to her and so inhaled a breath through her nose and turned back to Pinkie.

"Cause I can't be out of my painting for too long or I dry out," she responded. She then folded her wing against her barrel and looked at Faust curiously. "You going to be alright?" she questioned worriedly. The Ancient Alicorn silently looked at her friend and gave a singular nod. "Good," Realm stated and trotted to the door. She paused at the doorway to turn back to the other ponies and gave a wide grin. "It was a blast meeting you all, hope we can see each other again real soon!" the painted pony exclaimed as she then hurried into the gallery and vanished into the distance.

As soon as she was gone the field reappeared at the door and Faust quickly switched it to a different hall.

"Aquaria," she whispered and glanced at her 'niece' of sorts. "Would you happen to have any rings I could borrow?" she questioned. However before the sea-pony could reply Clockwork held up five rings with an amused grin. Faust blinked in surprise at that and then frowned deeply. "Spoiler?" she questioned. However Clockwork gave a slight salute with his hoof and she rolled her eyes. "Right then, every pony else will stay behind," she murmured as she started to enchant the rings.

"What! But I can," Rainbow began only for Faust to fix her with a deadpan stare.

"Do absolutely buck against the Smooze since you can't so much as touch it," the ancient mare told her bluntly. "Jackie and Pinkie are in the same boat, Rarity doesn't have the power or constitution to help, and Fluttershy needs to look after those flutter-pony eggs," the mare remarked as she hummed. "War-Helm, I want you Aquaria and Tree-Mane to keep the little ponies safe for us while we're working on getting rid of the Smooze," she explained as she finished enchanting the rings and then sent a few of them over to Twilight, Luna, Celestia, and Clockwork.

"What are these?" Twilight questioned. Luna hummed as she looked over her ring and clicked her tongue.

"If we are not mistaken then there seems to be some form of binding enchantment upon these bands," she murmured and turned the ring all around. Her eyes squinted as she tried to make heads or tails of the few runes on the rings. Her sister however, who was very well versed in runes hummed softly.

"Indeed," Celestia noted. "I believe it's a combination of a binding enchantment, speech rune, and mind rune," the alicorn remarked and then made a soft nose. "I see, so it's a way to communicate with each other then," she realized. Both Luna and Twilight looked from Celestia up to Faust who placed her ring around her horn and nodded.

"Yep, back in my era my guards came up with the idea," the ancient alicorn drawled out and smiled. "Being around me as often as they were they were some of the most creative ponies in my entire kingdom so they came up with a lot of crazy ideas. This version of one of them was used by unicorns obviously, while the earth ponies and pegasi used earrings. Essentially these rings are linked together and allow us to project our speech to one another over a relatively great distance," she explained. She then tapped at her chin after a brief moment of thought, "though to be fair they're useless outside of a mile or so," she admitted.

"Okay," Twilight mumbled and then frowned, "why don't the Equestrian Royal Guard have something like this?" she questioned. Celestia shrugged in response.

"We've simply never had a situation where they might be useful," she admitted. "Given the relatively short distance in which this kind of artifact is actually functional it's safe to say they could only be used within... well the limits of a single village or a section of a decently sized city," she remarked. Canterlot, Manehatten, Cloudsdale, Los Pegasus, and even Ponyville itself were all fairly big so even then it wouldn't be that useful or even practical to outfit all of the guards in all those cities with them. "Not to mention the cost of making them," she added after a moment of thought.

"But," Twilight began only for Clockwork to put a hoof to her mouth.

"Now miss Sparkle while I'm sure you can think of quite a few ways this could be used to the betterment of the royal guard, we do have to keep our priorities straight," he reminded the little lavender mare. She frowned for a moment then nodded her head in agreement. That said Clockwork removed his hoof from Twilight's mouth and turned to Faust. "So, given you gave me a ring as well I'll hazard a guess that I'm helping in some way?" Clockwork questioned as he took one of the rings. Faust mutely looked at him with a frown.

"You knew to bring the rings, so you have to at least have an idea of what is happening," she reminded him and he held up a hoof.

"Not entirely true. You see Spoiler told me to keep the rings on me but not exactly what they were for," he began then grinned cheekily, "The git has a nasty habit of only giving me some of the story some of the time," he admitted. Faust raised a brow at that, then shook her head with a sigh. 'Of course Clockwork would find a way to annoy himself,' she thought to herself. However with a shake of her head she focused on the map of the tower and brought a secret passage to the Coliseum portion of the tower to the doorway. The magical field at the doorway vanished as she did and a dark tunnel appeared beyond it.

"Celestia," Faust began with a look at the off-pink mare, "this passage leads to the coliseum. I know its a bit of a tall order but I'm confident that you can clear it out on your own," the ancient alicorn stated seriously. Celestia blinked at the off-hoofed compliment and then nodded her head. She looked to Twilight with a smile and then hurried off into the passage. As soon as Celestia was gone Faust moved the rooms once more, this time bringing up a passage that would lead to the armory. "Luna, this one's to the Armory," the ivory alicorn stated. The lunar mare nodded and ducked down for a moment before she then launched herself into the passageway.

Once Luna was gone Faust reached out and moved the halls once more, this time bringing up one that was linked to the Storm Chamber. "Twilight you'll have the Storm Chamber," Faust began and then sighed softly, "Out of all the rooms that the Smooze covered thus far, this one is by far the smallest, I'll also be able to contact you with that ring if you happen to need me at anytime while dealing with it down there," she explained. The little pony nodded her head and Faust smiled softly, "With all that said I'm confident you'll be fine," she stated. Twilight looked pensively at the mare for a moment only to look to the side as Rainbow patted her withers.

"C'mon Twilight chill, if Faust believes in you then you know we've got your back," the prismatic pegasus declared with a grin. Twilight looked from the rainbow maned pegasus to the rest of her friends.

"Y-you really think I can do it?" she questioned softly and Rarity scoffed.

"Of course darling," she stated and smiled, "of all the unicorns I've had the privilege to meet in my life, I can say with confidence that you are by far and away the most powerful," she replied. Twilight smiled softly and Pinkie and Applejack both came over to the mare.

"Can't say I know many unicorns, but I do know you and I know you'll give it your all sugar cube," AJ stated and Pinkie bounced around her friend with a wide grin.

"Yep yep yep! If anypony has the potential to do something like this it would have to be you Twilight!" Pinkie exclaimed while Fluttershy nodded her head.

"You did manage to fix that one bridge when it was breaking, and this can't be too dissimilar," Fluttershy remarked. The admission caused Twilight to blink as she'd forgotten about that. Then again she'd also tried not to think too much about that whole Mare Do Well incident anymore. Regardless she smiled brightly and brought all of her friends in close for a hug. As the elements hugged, Faust tiredly turned to Clockwork and waved him over. She needed to show him how to change the magical signature to match that of the Flutter Dust if only temporarily so that the Smooze wouldn't stick.

Of course that was only one reason she choose to focus on the situation at hoof. Another was her memories, they were coming back and she wasn't able to stop them. The more her memories returned, the worse she felt. She could recall her actions and how poorly she had handled them, and she could recall all the ponies she'd hurt. Worse still that... thing... she'd become hadn't been idle after the ponies were banished. It was still there for well over a hundred years and she could recall every last moment of it. Every last moment of the seething burning blinding hatred that'd been her life for hundreds of years.

She wondered, if only briefly, when that hatred had fizzled out and she'd returned to being just Faust. Yet as she did her eyes were left shadowed by her mane, hiding the fact they had started to turn a familiar burning crimson from the little ponies around her. As she worked a sudden stray thought hit her, and it filled her with a sense of worry and dread. A thought about that hatred from back then, and all the anger she'd felt towards ponies in general... 'Did it ever really go away?' she considered with a sigh...

The Crystal Empire was beautiful, albeit in Breakdown's opinion it was a bit too opulent. All the crystals kind of gave him a headache and he was of the opinion that less was more. Perhaps it was due to his... unique nature... or maybe just because he didn't need much to be comfortable or happy. Whatever it was, he didn't often visit the empire if he could help it and much preferred to stick to the main territories of Equestria. It didn't hurt that his mental map of the empire was decidedly lacking and in his line of business that could be a very bad thing indeed. Thankfully, the 'crystal palace' was easily visible even from a distance, so he didn't need a mental map of the empire to find where he was going.

He flapped his larger than average wings to get a burst of speed as he approached the palace. He got the occasional look from the crystal ponies as he went by. Despite being open to equestria and commerce, only a rare few pegasi had migrated to the empire, partially due to the fact the empire was always sunny and clear. What little variation in whether they did have was primarily controlled by the magic of the crystal heart. As a result the only pegasi seen in the empire lacked a weather based cutie-mark and trended heavily to guard work instead.

Breakdown hummed as he considered how the crystal ponies felt about the 'war-ponies' as they were often known in the empire. The name was due to a number of reasons, but the major one was just them assuming that pegasi hadn't changed since they vanished a thousand years ago. In ancient times the pegasi had been at war with the Griffons on and off for centuries, and some of the traditions from that era had stayed with the tribe up until the reunification during the Wendigo incident a thousand years before. As such it wasn't too difficult to see why the crystal-ponies thought of pegasi in such a way.

It also explained the looks he was getting when he stopped to think about it for a moment. He was a very lightly armored pegasi riding around on a cloud for seemingly no reason. They must've thought the sight was beyond strange and wondered what he was doing. If it were any other time he'd simply hop off of his cloud and trot to the palace, unfortunately he had a bit of a problem. It seemed that Faust had decided to abscond with some part of his indoskeleton, so now he couldn't move his back legs even the tiniest bit. Granted she probably needed whatever she took but it was certainly a major inconvenience for the messenger pony.

Sometimes he wondered if keeping an eye on Celestia and Luna for Faust, not to mention maintaining all the runic arrays she used to monitor the writings in the kingdom, was worth the hassle she put him through. When he wondered about it, he reminded himself that he technically owed her his life, not to mention his continued existence, and so sucked it up and continued on anyways. Sure she was a bit of a taskmaster at times, but she was better than some ponies he'd known over the years. Plus he only really had to check on the arrays once a decade, and the princesses were thankfully very sedentary so keeping an eye on them wasn't too difficult either.

The biggest hassle of it all was...

He paused his thoughts as he approached the palace, he lowered himself till he hovered a foot off of the ground and came to a halt at the front gates to the palace. Two pegasi guards stood across from him, Shield Breaker and Lance Striker if he wasn't mistaken. The two raised their brows as the brown stallion lazily raised a hoof in salute. "Package for Captain Armor," he drawled out. Shield Breaker frowned and narrowed his eyes.

"Proof of identity," he stated. Breakdown internally groaned and then turned his head to pull a bit of paperwork from his saddlebags before hoofing them over to the guard. The stoic gaurd looked at the papers for a moment before he nodded his head and then seemed to relax. "Everything seems to be in order," he noted while he hoofed the papers back to the brown stallion. Breakdown stowed his papers away while the other guard looked at him strangely.

"The buck are you doing on a cloud like that?" he questioned. Breakdown glanced at him lazily and sighed. He couldn't say that his 'real boss' stole some part of his body for some reason without any warning, not only would that get him thrown in jail for treason he wasn't sure what they'd make of his boss pulling something out of him... Instead he decided that the simplest explanation was also one that put him in a decidedly... lazy light... meh, he was already considered a procrastinating lazy bum anyways, it wasn't like reinforcing that stereotype would hurt his rep any.

"My back legs fell asleep," he replied. Both guards shot him a look and he cleared his throat. "So would one of ya mind getting Shining, I figure he'll want this before the sun sets," the brown stallion questioned as he tapped the package. Lance nodded and turned to enter the palace. As he left Breakdown looked to Breaker and hummed quietly, idly kicking his fore-hooves back and forth. "So... anything new happening up here?" he questioned. Breaker looked at him then snorted.

"I am not at liberty to talk of such things," he replied bluntly. Breakdown's ears folded back against his head and he muttered to himself in a language the other stallion couldn't understand. "What was that?" he questioned. Breakdown mutely rolled his eyes and smirked.

"Griffish," he replied crisply and then looked down at his fore-hooves. He began to murmur to himself in 'griffish' as he considered how things had gone thus far. He'd been given a package to deliver as was his duty as Royal Courier, he'd had a talk with Mort before he'd set off, ran into those crazy Bomb pirates again, managed to escape them, lost some part of his body that Faust had likely needed for some reason, and now he was waiting for Shining to get his package. Of all of that, the wait was by far the worst part. He didn't mind being busy, it was when he was bored that he became really annoyed.

He paused those thoughts as Lance returned with Shining armor on his tail. The blue maned, white stallion spotted Breakdown and smirked. "Downs, how's it going bud?" the stallion questioned. Breakdown scowled at the use of the nickname, he honestly and truly hated that stupid name! He'd prefer iron-hoof or something, at least then he could think he was tough!

"Fine, just don't call me that," the brown pony replied crisply. "This is for you," he stated as he hoofed the stallions package to him and held out a clipboard with a pen. "Sign here," he stated while pointing to a line, Shining grasped the pen and did as bade only for Breakdown to flip the page over, "and here," he continued. Shining frowned and rolled his eye as he signed the papers once more, only to narrow his eyes as Breakdown flipped the page over once more, "and initial here," he finished. Shining grunted and did as bade before he put the pen back in its place and Breakdown slipped the clipboard into his saddlebags.

"So," Breakdown began after a beat, "what's in the box?" he asked curiously. Shining looked at him and shook his head.

"I like you Downs, but I do have to keep my kingdoms security in mind," he told the brown stallion plainly. He then patted the pegasi on his withers and grinned. "But how 'bout you hang around and we can chat, I've kind of been curious whats happening down in Equestria," he admitted. Breakdown frowned, then glanced back to where his hind-legs remained motionless. He considered leaving for only a moment before he through the idea away.

"Sure, I should wait for my legs to wake up before I head back home anyways," he admitted. Shining raises a brow at that then rolled his eyes.

"Whatever Downs, c'mon," he stated and trotted into the palace. Breakdown followed on his cloud, ignoring the looks he got from the guards as he followed after Shining Armor. However as he did he suddenly halted and a cold shiver raced up the length of his spine. Given his unusual physiology this was decidedly not normal. The brown stallion idly glanced back as the doors to the outside closed, a pit formed in his stomach and a shudder rocked his body. 'Something bad is coming,' he realized, his eyes narrowed before he hurried after the captain...

Twilight was a smart pony, she knew this and always attributed it to how well read she was. Despite this she did not believe herself to be a genius, she merely believed that, again, she was incredibly well read. She could dictate near anything she had read from nearly any book she'd seen from Starswirl the Bearded's magical theories to Haycart's treatise on ponies. She'd used this ever expansive knowledge to help herself make sense of the world around, to help her keep calm in the face of any possible situation...

Unfortunately she consistently found herself falling into more and more ludicrous situations as of late.

'Between an ancient possessed alicorn mare, monsters from the everfree forest, a changeling invasion, a chaos spirit, one of my friends being possessed, more changelings, and a crazy adventure that feels like something straight out of an Oubliettes and Ogres campaign I think I've cornered the market on ludicrous situations,' the mare thought to herself. She paused at that thought, only to giggle then smile to herself. 'I bet Faust would love to play O and O,' she considered. Given that her sphere of influence was 'creativity', and her extensive knowledge of monsters and beasts, the lavender mare just bet that Faust would be an absolute monster of a GM at her favorite RPG.

Still she was already on a crazy mission and she didn't need the distraction of considering what an O and O campaign in Faust's tower would be like. 'Though that does still sound kind of awesome,' she admitted to herself. She shook her head of the thought and continued through a secret tunnel into the room she was to clear of the Smooze. She was still a little nervous on whether she could do it or not, given how the Smooze had completely wrecked the Elements of Harmony and one could forgive her lack of confidence. This was an entity that'd shrugged off the most powerful magical weapons Equestria had known, fear and worry were allowed.

[Twilight, it's Clockwork can you hear me?] a voice came through the 'mind-rings' Faust had enchanted. Twilight gave a sudden start and then sighed as she calmed. The rings were impressive, and Twilight still didn't understand why the Royal Guard didn't have something similar that they could use to keep in touch. At the very least they could be used by the field commanders to keep in touch with his or her troops while they were out and about on missions. [Uh, Twilight?] Clockwork questioned. The said lavender pony shook her head and sighed.

"Sorry, I got a little lost in thought for a moment," she finally replied.

[Its no trouble, happens to the best of us after all,] Clockwork replied.

"So what'd you need?" the lavender pony questioned.

[I needed to tell you that Celestia and Luna 'ave already reached their destination,] Clockwork responded briefly, [Also Faust seems to be taking her time... no idea what 'at's about,] he admitted. Twilight paused and looked up with concern.

"Is she okay?" she questioned and heard a soft click.

[I'd say she is... she's just taking a bit long to get to the Simulacrum Chamber,] he replied. Twilight raised a brow at that and wondered what was wrong with the ancient pony. She'd been in such a hurry before, why slow down now? [In any case you should get a move on so we can finally get rid of this purple sludge,] Clockwork added. Twilight nodded her head in agreement and quickly hurried down the passage to the chamber she'd been 'assigned' to clear out. She hurried forward and then paused at a large circular grate on the floor. 'This must be it,' she internally decided and focused her magic on the grate.

It was with a great deal of effort that the pony managed to lift and shove the grate to the side. She gave a soft exhale when she did and looked down into the 'storm chamber' which was supposed to house Arabus in a jar as well as all the old 'storm calling' instruments used by Pegasi in ancient times. 'I really need to ask if Faust has a book on that old custom when this is all over,' Twilight decided. 'If for no other reason then to document something that had otherwise been lost to time,' she noted with a firm nod. A few other things like Pictomancy, Glyph use, and who knew what else also came to mind on that front.

'Ugh... so much lost knowledge so little time,' Twilight thought as she rubbed at her temple with a hoof. If she thought about the sheer amount of lost knowledge that was stored in the tower, she was sure she'd go a little nuts. Most likely she stage a coup with the sole purpose being spreading the knowledge of the tower back to the ponies of equestria or something. She snorted at the thought and shook her head, 'It'd be funny... but I'm not that crazy,' she decided. She then exhaled a breath and leaped down into the storm-chamber. She caught herself in a magenta glow of her magic and then gulped.

"Alright Clockwork, I'm in the storm chamber," Twilight reported.

[Excellent, Faust has reached the Simulacrum chamber as well, I'll change the tower halls to match the flutter dust now,] the stallion replied swiftly. Twilight internally hoped that he hurried, while she could float with her magic she wasn't sure just how long she could sustain it for. 'My last test showed I could stay aloft for approximately twenty minutes before I tired out and had to sit down,' she reminded herself. She was thus thankful when the walls started to glow with golden light only a moment later. Unfortunately that thankfulness was short lived when she saw the 'Smooze' start to twitch and move as a result.

"Um Clockwork I think the Smooze noticed!" Twilight said with concern.

[Aye, Celestia and Luna reported the same, but Faust still isn't talking,] the stallion replied. [Unfortunately there's nothing for it, Twilight. Just do your best to make yourself a place to set down,] he responded. The lavender pony internally agreed and with a sudden deep breath she then focused her magic. She concentrated on the far part of the room, away from the door where the Smooze was coming from. She then pushed with all her might and gritted her teeth as the Smooze fought back against her. She grit her teeth and then pushed with all her might and saw a small space open up.

'It's risky to set myself down there... but I can't stay in the air and push this at the same time!' she thought through gritted teeth. As such she shot to the open ground and pushed back against the Smooze with as much magical force as she was able. However the sheer mass and size of the Smooze allowed it to give just as much effort and caused her to struggle just to keep it back from the small area she'd already cleared out. "Ugh... there's too much! I can't..." she gritted out as she pushed against the Smooze with all of her magical might. Still the Smooze pushed back against her and she was forced into a stalemate.

[Twilight,] the voice of Faust came, she was quiet but also her voice lacked the usual levity that Twilight had come to associate with her. Instead she was stone serious and spoke in a measured tone. [Remember when I taught you to feel the magic?] she questioned. Twilight internally nodded but was concentrating too hard to respond. [Don't speak, just listen,] the alicorn ordered. Twilight was more than happy to do so. [I need you to feel the magic around you again, concentrate on it,] Faust ordered, the lavender pony did as bade, feeling the surging currents of magic around her aside from her own caused her a momentary distraction.

The Smooze took it and pushed forward, Twilight gave a yelp as she pushed back with double the force and gritted her teeth. [You feel it right? Now I need you to grab hold of it,] Faust ordered. However Twilight huffed and gritted her teeth.

"I-I can't! There's j-just t-too much of the Smooze!" she grit out, "If I don't keep it back it'll get me!" she stated urgently. Faust sighed in response and told her calmly.

[Then make a shield,] she responded.

"What!?" the lavender mare demanded.

[Make a shield around yourself,] Faust responded once more.

"B-But what about...?" she began only for the ancient alicorn to interrupt her.

[Don't argue,] she ordered. Twilight gulped and licked her dry lips before she pulled her magic inwards and formed a shell around herself and the ground below her. The Smooze instantly surged forward and swirled around her. The purple-grey goo twisted and mocked her with numerous temporary eyes staring down at her in clear amusement. [Now Twilight I need you to trust me,] she heard the voice of the ancient alicorn, [do you trust me?] she questioned.

"I-I do but," she began only for Faust to interrupt her once more.

[Don't, just don't... stay calm, just listen and you'll be fine,] Faust replied with an unnerving amount of calm. 'Is she struggling at all?' Twilight had to wonder. Though granted Faust was an Alicorn, there was a certain amount of power involved with being one, added to that was Faust's sheer age, she'd likely learned more than Twilight would ever know... [Now keep your shield up, but block out all other distractions,] Faust began and Twilight did as bade. She folded her ears back and closed her eyes to keep the sights and sounds of being in a bubble of... 'Don't think about that!' Twilight ordered her mind.

[Now, remember what I taught you at your library, feel for the magic around you, find it and hold onto that feeling as tightly as you're able,] Faust began. Twilight did as told, feeling the surge of magic rush into her once more, but focused at her hooves where it was the strongest.

"I-I feel it," she responded softly.

[Good, now you know the feel of your magic,] she began.

"I do," Twilight responded.

[Alright, then change the feel of your magic to match that of the magic around you,] the ancient mare ordered. Twilight frowned at the request, unsure of what that meant.

"But... how?" she tried to question and Faust sighed.

[Relax, but concentrate, you need to feel the way that your magic shifts and moves within you,] the ancient alicorn began. [Then feel how it moves all around you,] she continued and Twilight inhaled a breath. [Finally, control the flow of your magic, from your horn to your hooves, and manipulate it to move like the magic around you,] she finished and then all went silent. Twilight exhaled a breath as she slowly lowered herself to her haunches and, eyes still closed, she felt the arcane energies all around her. She first focused on herself, and finding what the magic within her felt like.

It took some time, a minute or more which felt more like an eternity, but eventually she managed to get a grasp on what it was that the ancient alicorn had been trying to explain. Her magic did have a certain way it moved, a way that it swayed and bent, it was actually a funny feeling, almost like dancing. She felt her body relax as, slowly, she became to the feel of her magic, no where near as intense as it was when Faust first showed her how to feel it. While in no way used to the feeling, she could definitely see herself growing to like it if given time to study it.

Though her eyes remained closed, Twilight began to see. The world around her became dark, yet not entirely unwelcoming. She briefly noticed that she seemed to be glowing, but paid it little thought beyond that. The air was free and endless and she felt herself move about it almost as if she were swimming. She had to move against current which seemed to come from the ground, pushing up and against her. She focused on the currents, followed them into the depths of this strange world, and there she saw it, a glowing sea of pure ethereal color. Twilight marveled at the side of it for only a moment, before she touched her hooves against the ethereal sea.

She had no words to truly describe it, though vast seemed very fitting, she had nothing that she could actually call it. Then she felt something prickle at her mind, like a stray thought but different all the same. 'Aether,' a word suddenly appeared in her mind. She paused and looked all around herself, 'Aether' the word was oddly fitting somehow. Twilight didn't know why and didn't question where the word came from. Instead she inhaled a breath and sat down once more. Her eyes closed and she focused on matching the feel of her magic to that of the 'Aether' surrounding her.

She sat there silent, she ignored everything around her. She ignored the soft whispers in her mind, all of them telling her the secrets of the arcane and so much more. While curious of what exactly was going on, the urgency of the Smooze made her decide better of trying to understand... for now. Instead she felt the aether as it twisted and moved beneath her hooves and focused on the magic within herself. First she calmed the torrential sea within herself, and then she focused on stirring and guiding it along the same currents as the world around her. As she did her horn began to glow and her eyes, now a brilliant luminescent white, began to open...

As this happened within the aether, Twilight's physical body began to relax. Glowing white marks began to form and spread across the length of her body. They formed into delicate swirls and twisting curls that began to dominate her lavender coat beneath her armor. They formed into what could only be the unique shape of wings at her withers, and trailed down her back before terminating at her flanks. Slowly both her horn and the shield around her body began to turn a brilliant white. Only then did Twilight open her eyes, no long the violet they normally were, instead the pupils and iris of her eyes had turned a stark brilliant white in color.

But unlike when she had used the Elements of Harmony, this time they were focused and clear. Her eyes narrowed as her horn began to glow brighter still and a sudden pulse of magic was emitted by her body. The pulse knocked the Smooze back a short way, and as it recovered, Twilight stood up on all four hooves. She watched as the Smooze gave a sudden warble and surged towards her, however she shot into the air and flicked her horn. A white barrier formed between her and the Smooze and the purple-grey sludge slammed into it yet was unable to move the barrier at all.

Twilight felt something twitch at her sides as the glowing white marks on her back suddenly spread out, forming into an ethereal pair of wings. They gave a single beat while the white magic began to twist around her and she pushed it all forward and towards the door. The Smooze gave a shudder as the little lavender mare managed to push it back. She landed on the ground, ethereal wings flared as she marched forward with silent grim determination. She put one hoof before the other while her magic wall pushed the Smooze back, farther and farther before it shoved it out of the storm chamber and into the halls of the tower.

Twilight continued to march forward, and as she did she took note of the golden and midnight colored magic which contained the Smooze and continued to push it back. She paid it little heed as she gave a sudden shove with all the arcane might she could muster and sent the Smooze surging back. She exhaled a breath as she walked out of the room, ethereal wings still flared and marks glowing brighter and brighter. She walked into the hall and spotted Celestia and Luna, but how could she not with how brilliantly their magic was glowing, even within a place like the Tower.

"T-Twilight?" her mentor questioned, the shock and surprise visible in her voice.

"Sweet Moon above," Luna whispered as the lavender mare walked forward.

"Faust wouldn't," Celestia breathed as she approached her student. Twilight was silent as she continued to march forward, the pale-pink alicorn waved a hoof in front of her face only to groan. "She did," she muttered and brought a hoof to her face. "I can't believe her! She knows how dangerous learning to do this can be for a pony!" she growled. Luna grunted as the Smooze pushed back on their magic, with Celestia distracted only she and Twilight were putting their full effort forward. Despite Twilight's sudden boost in power it was not enough for the two of them to hold the Smooze back on their own without losing ground.

"Tia! You can complain about Mother later, focus on the Smooze now!" the midnight mare ordered. Celestia inhaled through her nose and nodded in ascent. She then turned to face the Smooze and focused her magic to push it back. With the other alicorn's help they slowly began to push and shove the Smooze back farther and father, closer to the room at the end of the hall. As they went Luna stole a few glances at Twilight and noticed her body seemed to literally be cracking. Cracks of glowing white were forming at her hooves and along the length of her horn and sparking erratically as they continued to push the Smooze back.

As much as she would like to say otherwise, Celestia was right about one thing. Faust had definitely made a mistake in teaching this to Twilight. Pulling magic out of the Aether was already hard enough, but actually using it? If that weren't bad enough Twilight was pulling magic out of the Aether and using it to push the Smooze back. Unfortunately her body wasn't ready for the kind of power she was channeling, and she could clearly tell that she was straining to contain all that power. While her spell was using a tremendous amount of magic, the rest was physically tearing Twilight's body apart in an attempt to escape her.

'Mother, what were you thinking teaching a pony still so young something like this?' Luna wondered to herself, then focused on getting rid of the Smooze, so that Twilight could rest... preferably before her body gave up and she became a part of the Aether herself. Though on the subject of her mother, she had to wonder where she was. While the Smooze had been shoved out of the Simulacrum chamber some time ago, the doors had closed and they hadn't heard from Faust at all. Luna desperately hoped that the elder alicorn was alright, but inhaled and focused on the Smooze all the same. Priorities after all, the Smooze was the biggest threat in the tower.

Though if she or Celestia had bothered to look back at the Simulacrum chamber, the sight of black ink slowly seeping out from beneath its door might've convinced them otherwise...

TBC...

Author's Note

Just an FYI, the 'Bonus' chapter referred to as 'The Past' happens directly prior to this chapter and is partially why Faust is acting so strange right now. Well there's that and the fact that she's remembering herself. As I explained earlier in the story, alicorns forget easily, and Faust was one of the ones who'd forgotten more about herself than she remembered.

Anyways, that said has it really been this long since I last updated? Did you guys really assume that this story was dead? Wow! I mean sorry! I am really sorry I wasn't able to get this out sooner, but as always I try to get some chapter out for Halloween, and while it isn't a bonus I did feel like I needed to move the plot forward instead. A few of you guys did note I was putting out more bonus and 'extra' chapters than plot-centric ones so it kind of evens out.

That said I am, again, really sorry that I haven't been updating for such a long time. I'd like to say it was solely my laziness and procrastination but I got a semi-promotion at work that kind of ate up all my time, and still does for the most part, and so I haven't been able to sit down for any length of time and concentrate on the story. Added to that I had hundreds of ideas for how this chapter should go and well... yeah, creativity can be a good thing at times but if you let it run away with you it can be a pretty bad one as well.

In any case I am planning on updating this story eventually... not sure when exactly but hopefully before or around Christmas. I won't make any guarantees as I really can't make promises with the way my work has been going as of late. In any case I'm hoping you all enjoyed this chapter and stick around for the next one where we find out what happened to Faust while she was in the Simulacrum Camber. I can only say one thing... it's going to be a doozey!

Monsters

Monsters...

In a realm beyond time, beyond space, and beyond sanity lay the home of the mighty Discord, Spirit of Chaos and Disorder. In this realm, which made about as much sense as it's master, things that shouldn't be were and that couldn't exist did. Also in this realm, strangely enough, was a picturesque house atop a floating mass of land, complete with white picket fence and mailbox, and seemingly out of place among the chaos of the realm. Of course it was by being so normal in such a chaotic place that it was, in turn, one of the more random things there.

Within that home however... well, it was a very different story, for this was the home of Discord after all.

Such was proven truth when the spirit appeared mere moments later in an explosion of confetti. He seemed a bit... off... however. He was wearing a pair of sunglasses, a sun-hat made from straw, and several rings of flowers around his neck. In his claw was also a fruity umbrella drink, which he casually sipped from. The spirit of chaos then smacked his lips and stretched his limbs in all directions... literally...

"Ahhhhh," he groaned as his body broke into pieces which scattered across the floor, "I haven't felt so relaxed in aeons,"
his head remarked. "There's nothing like a nice relaxing vacation to really relieve stress," he remarked as he melted into a puddle and then reformed into himself. Albeit his arms were reversed, his wings upside down, and his horns had somehow replaced his legs. The spirit of Chaos realized this a moment later and idly pulled on his goatee with a frown.

"Although maybe there is such a thing as being too relaxed," he admitted to himself. Then, with a snap of his claw and a flash of light, his limbs were put back in their 'proper' places... meaning he'd somehow turned into a small zoo's worth of different animals.

"Well this is new," the admittedly tiny dragon among them commented casually while idly petting a snake laying across it's right forelimb. The little green snake idly hissed it's pleasure as the larger creature managed to work one of the many aches out of it's coils.

"We should definitely show this to Fluttershy," the deer remarked with a grin while a sleeping bat hung from one of his antlers.

"Well then isn't it our good fortune that we're just in time for Tuesday Tea with dear Fluttershy," the old goat from the group noted with a stroke of his goatee.

"But I thought I was the deer," said stag noted, which caused the sleeping bat on his antlers to groan and slap a wing to it's face. An action which was mirrored by a majority of the other animals in the room.

"That was horrible," an eagle remarked with a shake of it's head, "Good job," he allowed with a smirk.

"Yes yes, but all fun aside, it is indeed our good luck that today is Tuesday," a lion declared boisterously. He then idly looked around at the other animals that made up his, well... self... and nodded slowly. "Yes, I'm sure she'll get a real kick out of this," the lion noted and received several agreements from his compatriots.

"Well then, which of us should take us to see Fluttershy?" the pegasus of the chaotic group wondered as he hovered in the air. He also happened to be upside down, with his wings still at his side, forelimbs folded behind his neck and rear limbs crossed one over the other. Strangely it looked the most like Discord's 'head', what with the grey coat and cropped mane, albeit his own head seemed a bit more squished / morphed to fit properly on a pony's body.

"Oh please, do allow me, I've always wanted to do this," the crocodile of the group offered, and with a snap of his jaws the small zoo's worth of creatures vanished in a flash of light. Less than a fraction of a second later and with yet another flash, the menagerie reappeared in the home of the butter yellow pegasus mare. The instant they arrived the majority of Fluttershy's animals scattered with startled cries of fright, amusing the menagerie greatly.

"Ahhh, I do so love making an entrance memorable," the snaggle-toothed lion remarked. Meanwhile the goat among them, who oddly had the bushy brows and goatee of Discord, couldn't help but note how the mare they had come to see didn't seem to be home.

"Strange, I don't hear Fluttershy," the bat remarked as it's ears twitched from side to side. However the eagle rolled his eyes as he lazily flew over to the bat.

"Oh please old boy, we both know that darling Fluttershy is about as quiet as a mouse when she," it began to say before the snake of the group suddenly piped up as well.

"I don't smell Fluttershy anywhere," the snake noted. That caused the rest of the animals to still while the lion sniffed at the air as well and frowned.

"Strange I don't either... nor do I smell tea," the lion remarked and the crocodile idly made it's way into the kitchen as the bat flew up to the pegasus' mare's room.

"She hasn't even put on the tea," the crocodile cried out from the kitchen.

"Nor has she slept in her bed in a while," the bat called out in a somewhat squeaky voice.

"So she hasn't been home for at least a day or two," the goat murmured softly as it stroked it's goatee.

"Which probably means Tia sent her off on yet another cockamamie adventure into who knows what kind of danger," the deer noted and then frowned. "Remind me again, why were we considered evil when she has been known to knowingly send a group of tiny ponies up against dragons and things that have literally crawled out from the pits of tartarus?" the deer suddenly questioned and received a shrug as it's response from the pegasus of the group.

"Really good PR," it suggested casually.

"Monsters from the literal pits of tartarus!" the deer reiterated loudly and the pegasus grinned sheepishly.

"Really really good PR," it suggested and the lion gave a snort.

"Saying the same thing multiple times doesn't make it sound any smarter," the deer noted with a bemused expression.

"No, but that never stopped anyone from trying," the pegasus replied with a smirk.

"In any case," the dragon declared and the rest of the menagerie turned to it. "Perhaps we should visit Twilight's dragon to see if he knows where Fluttershy and the other's went this week," he suggested.

"Or we could wait like thirty minutes for it to all be over," the crocodile remarked with a grin and received eye-rolls from the rest of the smirking menagerie.

"Cute, but seeing as she's not been home for a day or two, I'd hazard a guess this will take a bit longer than that," the goat noted and the menagerie idly agreed with him. "So, do we go as is or reform?"

"I vote we go with a giant mecha style transformation sequence!" one of the menagerie declared and the rest hummed with looks that suggested that liked the sound of that.

"Unfortunately we can't," the pegasus noted with a pout, "visual aids would be necessary for it to look cool after all," it remarked and all the menagerie groaned in disappointment. "So we might as well change back during transit," the pegasus added and the lion suddenly huffed.

"Oh fine," it grumbled and snapped it's fingers. With another flash of light the menagerie vanished and, with yet another flash, Discord himself reappeared in Twilight's library. The spirit of chaos idly looked around with a frown and began to hover through the library. "Now if I were a baby dragon, where would I..." he began only to pause when he saw a statue of spike seemingly screaming not far from his bed...

"Well I definitely know that feeling," Discord murmured with a grimace of sympathy. "Though at least yours are only temporary," he muttered then took a sniff of the air and promptly gagged and ripped his nose off to toss it away so he wouldn't have to smell the tiny dragon. "Oh by Samhain I forgot how foul that smell actually was!" he declared with a visible shudder. "I'm all for chaos dear boy but you really do need to put on some deodorant if you're going to be going through a molt this bad," the spirit remarked as he pulled a can of air freshener from... somewhere.

He then sprayed around Spike for a moment, "There, that should do for the moment," he mumbled and then pulled an old gold pocket watch from... somewhere. Oddly the watch had several hands that seemingly made no sense with no numbers but odd symbols ringing around the outside of it's face. "It's a bit on the early side for him to go through the molt," the mad spirit mumbled as he rubbed at his jaw. "Well Spike certainly won't be of any help to me like this," he muttered and idly noted what sounded like a large bird screeching.

"Oh right, the Roc, it was probably drawn by the smell," he recalled with a slow nod of his head then looked to Spike with a hum. "Well I suppose Fluttershy would be quite cross with me if I allowed you to get eaten in such a vulnerable state," the spirit mused to himself as he tapped his claw against his cheek. "Not to mention the Roc would probably destroy the library if I didn't do something," he added to himself, "and I know that definitely wasn't supposed to happen for a while," he murmured with yet another hum.

"First to put you somewhere where I can't smell you," Discord said as he looked at Spike, "Or, well... I mean somewhere safe," he corrected on the off chance the dragon could still hear him, as he snapped his claws and the dragon vanished, "I think the basement should do nicely," he mused aloud. "Now to go build up my good karma," he mumbled to himself as he snapped his fingers to appear in front of the library. He idly noticed that everypony was literally running around and screaming while the Roc was screeching and circling over the library overhead.

With a roll of his eyes and an exasperated sigh, Discord snapped his lion's paw and the Roc vanished in a flash of light. The mad spirit then smirked as a glass bottle appeared in his eagle's talon. Within the glass bottle was the Roc, clearly confused by screeching despite it's less than threatening state. Discord snickered to himself as he held up the bottle and looked at the now minuscule creature with a grin.

"You'll look just darling next to the tiny manticore on my mantle," he remarked to himself as with yet another snap of his claws, the minuscule Roc vanished. This time the bottle and Roc appeared on a seemingly normal mantle, right next to another glass bottle with a strange looking tiny manticore on it. But back with the mad spirit, Discord idly brushed off his claw / talon as he looked to the clear sky with a smirk.

"Not bad if I do say so myself," he remarked with clear amusement. To be fair though, it'd literally taken him next to no effort to deal with the Roc. However he was not going to tell anypony that, certainly not when what seemed like the entire town suddenly swarmed him with there thanks. They surrounded the briefly surprised spirit, some hugging him, while other's thanked him fro his 'timely intervention' with the Roc...

Needless to say, Discord basked in their praise of course, "why thank you, it was absolutely no trouble at all, I assure you," the mad spirit stated and then grinned widely. He gave several grand bows to the ponies, casually accepting a few offers for a meal, and then thought back to why he'd even been in town. 'I suppose no one would mind if I enjoyed the benefits of being a hero for a little while,' the mad spirit mused as he decided to ham it up a bit...

Besides, he could get back to looking for Fluttershy later, he was sure she wasn't doing anything too dangerous after all.

In ancient times, the tower of Faust was seen as a sanctuary by the ponies of dream valley. A place which they could retreat too should their homes or lives be threatened. It was also a place of knowledge, where scholars and sages congregated and stored whatever they learned.

But that was in far better times... before he attacked and destroyed the valley.

'I haven't seen this place in years,' Mort, once Mortis the Black, thought as he silently moved through Dream Valley. He had returned after feeling something was amiss. He remained only to see the ruin his ancient self had caused. He had of course heard of it, from the spirits of explorers who dared venture this far out, and from Faust herself. Yet none of their words could match the horror he felt actually seeing it again. This time, with his sanity intact and his morals restored, he truly understood the kind of monster he had become back then.

Truly, seeing what he had wrought was more horrible than hearing about it. Faust had a right to hate him, he was sure, given how decimated the land was. The still walking dead who yet inhabited parts of it, the scarred landscape which could never be healed. Certainly the Spell-Storm above had done a great deal of damage, but only because his own actions all those many millennia ago had allowed it to be created.

His undead army, which had included windigos, sinisteeds, and zomponies among a host of others, had driven the ponies to paranoia. Fighting the corpses of your loved ones after he raised them, really, it was no wonder they were quite literally jumping at shadows after he was done! They had probably seen enemies in every corner at that point, so of course they had seen even the most harmless creature as an enemy. The flutterponies had paid the price, and if Mort were honest with himself, it was all on his head.

He shook his head of such thoughts as he passed into a ruined village.

'Hundreds died here,' he thought as his eyes darted here and there. It had been one of the first places he'd attacked, the surprise had allowed him to take more lives than he did later on in the war. Certainly the death-toll had been kept to a minimum by Faust, but it had still been a great tragedy. Back then they had merely been a means to an end, make Faust angry, lure her out into the open so he could claim her as his... somehow... he'd never really figured out the details of how that would work actually.

To be fair though, he had been genuinely insane at the time.

Although... likely he would've killed her then raised her corpse as some kind of ghoulish zombie servant... or made her brain dead... or he could've possibly pulled her soul out and kept her body around... or...

'Please no more,' the pale pony internally pleaded as he tried not to think of the horrific ways his once insane mind would've 'kept' Faust for himself. The majority of which caused pure disgust to well within him. Most were half-baked at best with others being the delusions of a true mad-pony!

'Was I really such a monster? That I was willing to destroy what made her her just to have her to myself?' he wondered to himself. 'Yes... because if I'd actually succeeded then she'd have no longer been Faust, but a soulless doll at best and at worst something foul,' he mused and raised a hoof to cover his face. 'I was such a fool,' he thought with a shake of his head. He looked back up as he passed the final building in the small village, and saw the distant shadow of Faust's tower.

The tower was visible from all around Dream Valley of course, being as tall as it was and had been designed that way, but from his new vantage it seemed different. Different from what he'd seen so very long ago. In his youth he'd marched into the tower fearlessly, drunk on power and 'victory' without any worry of what Faust could do. Truly he was a fool, Faust's magical prowess trumped his, she'd had decades of practice and a much wider array of spells to pull from...

Yet in the end all she needed was a few illusions, a well placed trap, and that bubble spell of hers.

"IT CERTAINLY WASN'T THE WORST WAY TO DIE," Mort admitted to himself, he could think of many worse ways he could have been killed. Faust had honestly been kind, if she'd been looking for true revenge she could've turned him into a tree, petrifying him painfully slow and leaving him to silently bear with that pain for however long he could endure it before he was inevitably cut down.

Instead he felt no pain, merely a strangely numb sensation as each bubble floated off and popped away...

Unless that numbness had been her form of revenge. Her way of saying he wasn't worth hurting, wasn't worth thinking about as he'd drifted away to nothing. Wasn't worth so much as a memory as he disappeared into the Aether, never to be seen or heard from again.

Or that was how it should've been at least.

Yet things hadn't gone that way, fate it seemed had had another plan for him. Instead of death he had come back, as an alicorn like her no less. An alicorn cursed to eternal rot, but an alicorn all the same. What must she have felt when he had returned? How much anger had welled within the ancient mare? How much had she hated him and hated the world that allowed him to continue when so many had been slaughtered by him...

He didn't know, but given how long she'd carried her grudge, it was a substantial amount indeed.

He suppressed a shudder at the thought and then paused his thoughts as a sound caught him. He remained perfectly still, watching on silently as a massive shadow slowly crawled up the length of Faust's tower. The bulk of the creature was quite obvious and as a pair of massive wings blocked out the dim light in Dream Valley Mort took a slow step back. Magenta scales, partially blackened by the consumption of iron, and spiky due to the consumption of diamonds, green eyes narrowed as he let loose a bellowing roar that shook the entire valley and left Mort feeling so very small.

For, in all this time, he'd forgotten that Faust was not the only one to remember Dream Valley as it had been. She was not the only one who recalled what he had done to this once beautiful place. She was not the only one who's home he had so irrevocably ruined in his madness. No, there were others, but one was unlike Faust who tried desperately to restrain her hate, to curb her near limitless rage. It was plain she did so, after all, despite all he'd done she mostly just limited herself to a few snide comments and clear disgust.

However Spike, King of all Dragons, absolutely reveled in such savagery...

Said dragon looked down on Mort, confused for only a moment before his vision narrowed in on the pony. Much like a bird of prey, a Dragon's vision was extraordinarily good, even at insane distances. It was due to this fact that he was able to see the little pony dressed in black. Further, upon recognizing the pony, his vision was then bordered in bright red.

He recognized the armor he wore quite easily, he also recognized his posture, but more importantly, even at this distance he recognized the foul smell of an undead. There was but one undead in that armor he knew of, one undead who he had sworn with all his fire to destroy. With a snarl Spike leaped off of the Tower and crashed into the ground with the force of a meteorite. The ground shook and cratered beneath his claws as it kicked up a cloud of dust and dirt into the air. He passed a wing through the dust cloud, dispersing it effortlessly and growled darkly.

He slowly stalked forward, every fall of his claws sounding more like explosions than a steady approach. He passed the ruins of several villages with surprising care, never once stepping on any of them. Of course the fact that he had known those places in his youth, and the ponies who lived there, were the only reasons he was so careful. Yet Spike's focus was still on Mort, his eyes narrowed hatefully as his shadow passed over the little pony.

Spike could say without any hyperbole that he absolutely hated Mortis the Black. He who had destroyed and defiled his home, Dream Valley, with the filthy Undead. He who had tried to capture and own his oldest living friend! He who created that horrible book, the Necronomicon, which had cost so many their lives and caused him so much trouble recently. But most importantly, he had been the source, the very reason that Faust had gone down such a self-destructive spiral of hate and self-loathing after she'd banished all the ponies from Dream Valley.

Faust of course blamed herself, feeling that at the time she'd been irrational and out of control. Spike put all the blame on Mortis the Black, who had been the reason she'd been away at the time, the reason she'd needed to fight again, the reason the ponies were so paranoid, and the reason that everything had turned out so horribly. And now there he was standing beneath him, just standing there, as if he Spike posed no threat to him at all!

It made him furious!

"WELL... THIS IS CERTAINLY A SURPRISE," Mort murmured while Spike narrowed his eyes. "GIVEN YOUR FAIRLY ADVANCED AGE, I WAS CERTAIN YOU'D BEEN CLAIMED BY THE LONG SLEEP," he remarked, yet was completely ignored by the dragon.

The 'Long Sleep' was a dragon's term for death. But not a death in battle, no, Long Sleep referred to a dragon who had grown so massive that they could no longer sustain themselves and so passed into eternal slumber. Their bodies would eventually turn to stone, the many gems they had eaten in their life and the magic that made them returning to the soil from whence they came to sustain the next generation. Spike knew this of course, but he was actually insulted that Mort had the audacity to think he of all dragons would be so weak as to let the long sleep claim him!

"You," the gargantuan dragon growled as smoke began to pour from his mouth and nostrils.

"SO... I TAKE IT YOU RECOGNIZE ME?" he questioned and Spike narrowed his eyes, lips pulled back to show all of his many sharp teeth.

"Mortis the Black," he hissed with enough venom to make a snake ill. Mort flinched and then cleared his throat.

"YES... THAT WAS MY NAME ONCE, I PREFER MORT NOW ACTUALLY, BUT I TAKE IT YOU'RE ALSO STILL," the pale pony began and Spike dragged his claws through the dirt, digging deep gouges from the land.

"A little bit absolutely livid," the dragon commented as his wings spread and soot and ash fell from between his jaws.

"QUITE," Mort squeaked. While he was for all intents and purposes immortal, not to mention cursed to eternal rot, he was not in the habit of letting dragons set him on fire or trying to destroy him. Mostly because somehow it still really really really really bucking hurt something fierce!

"Yes," Spike snarled and inhaled a breath, "so could you maybe be a pal," he began and then quickly raised his claw before he slammed it into the ground where Mort was. "And just hold still and die like the bug you are!" he roared furiously while Mort himself reappeared in the air. His black wings kept him aloft and Spike spotted him, only to snarl at what he saw and what the pale pony had become.

"I don't know who commands fate or destiny, but they have a sick sense of humor letting you of all ponies ascend," the dragon growled as he sucked in his breath.

"OH PONY FEATHERS," Mort muttered as he shot off like a dart while Spike let loose a magnesium powered stream of fire in his direction...

Clockwork didn't like it when things didn't go according to plan. Not because he was arrogant mind you, but because when things went off the rails things tended to get ugly quick. Case in point, something seemed to have happened to Faust, as he couldn't contact her, and he couldn't get in touch with Twilight either, which was incredibly worrying on their own. However, the Tower also seemed... off... as it was showing a mass of black where the Simulacrum chamber should have been and he had no idea what that was supposed to mean.

Why it showed naught but pure black was a mystery to the stallion. Though surprisingly simple in design, the Tower was very intricate in detail. 'Clearly this was Majesty's work,' he reasoned. Between Majesty and Faust, Majesty had obviously been more inclined towards technical knowledge, while Faust had offered creative ideas and a flare for on the spot alterations. With that in mind, he could only surmise that Faust had actually had limited involvement with the creation of the Tower-Heart itself, and that Majesty had likely put her heart and soul into it's creation.

Actually...

Clockwork paused that train of thought as his ear flicked back to catch some of the nearby conversation. "So you're like super-old right," Clockwork heard one of the little ponies question of the three other alicorns in the room.

"Yes, though I'll remind you it's rude to mention someone's age," Aquaria noted.

"But it's true," War-Helm commented bluntly and received a look from the water-alicorn. The living-armor then looked at her and snorted. "Don't give me that look girl, it's true and you know it," he stated flatly. The other alicorn grumbled under her breath while War-Helm focused on Rainbow. "So was there a point to bringing up our age?" he questioned. Rainbow shifted a bit and chuckled nervously.

"Actually I was just wondering if you guys know about storm-calling really," she admitted. Having heard so many mentions of the old pegasus magic had really gotten her curious.

"Huh... I was actually kind of wonderin' bout that myself," Applejack admitted and then looked at Rainbow strangely. "But I didn't think y'all would care 'bout somethin' like 'at," she admitted. Rainbow snorted and glared at her friend in response.

"Well yeah! I mean I'm like one of the best Pegasi when it comes to the weather, so why shouldn't I be curious about the old ways we manipulated it?" she questioned. It was, if the other's were honest, actually a pretty decent point. While yes, Rainbow's talent mainly dealt with pure-speed, she did clearly have a great aptitude for weather magic as well. However War-Helm and Aquaria both looked to one another.

"Do you remember the old Storm-Calls or how it worked?" War-Helm questioned. However the undersea queen frowned in response.

"I'm pretty sure everypony here knows that my people more or less kept to ourselves since the fall of Dream Valley," she remarked and received a few nods from the assembled ponies. "Aside from that, I may be old but I'm not that old," she added with a slim frown across her lips. With a roll of his eyes War-Helm let out a gout of flames from his snout and looked to the little ponies himself.

"Sorry, but neither of us are really old enough to have," he began only to stop as Tree-Mane, who was usually silent, made a few noises which drew the flaming war-pony's attention. "Wait you mean that's how it worked?" he questioned and Tree-Mane nodded his head in response.

"Uh... pardon darling, but what did they say?" Rarity questioned curiously.

"Apparently Storm Calling was done with music magic, and only pegasi with a talent in music could do it," he began as Tree-Mane continued to 'speak' to him. "Also it wasn't exact or even easy, some ponies were better at it than others, and by the time Dream Valley fell, the modern method of manipulating storms was starting to surface," he continued to translate for the wooden-pony. "Also, Faust was apparently against the modern method due to it coming from a... wait, do you mean those powers come from a literal storm demon?" he all but demanded of the wooden pony.

"What?!" Rainbow demanded with wide eyes.

"Now hold on, how the hay did weather manipulation come from a storm demon?" Applejack questioned and the wooden-pony made a few strange 'sounds' to War-Helm.

"Unfortunately Tree-Mane wasn't actually around for that part, just knows that it was a thing," he replied and then listened further to the wooden pony and grimaced. "But it does know that modern weather manipulation was a lot more wild and unpredictable back in his era, and when used with unicorn magic created the Spell-Storm that basically annihilated most of Dream Valley," he added and saw most of the ponies flinch. As they did Rarity cantered over to Clockwork and peaked at the tower heart curiously.

Unfortunately Clockwork seemed worried, his eyes were moving from place to place, an uneasy frown across his lips. "Forgive me for prying darling, but is something the matter?" she questioned and Clockwork gave a brief start. He then raised a hoof to his chest and offered an uneasy grin.

"I'm not really sure," he admitted as he looked back to the heart. "Faust has gone completely silent and I don't know if it's because the Simulacrum Chamber is solid iron or if she just doesn't want to talk," he admitted and then looked elsewhere to a glowing white spot. "I'm not sure what's happened to Twilight since she's also not responding, nor are the princesses, and I can't tell if something is blocking my attempts to reach them or not," he admitted with a sigh.

"Oh dear... that doesn't sound very good at all," Rarity remarked and Clockwork chuckled nervously.

"No it doesn't," he admitted, then cleared his throat and offered a comforting smile. "But I'm fairly certain that if anything were wrong Miss Faust would be able to handle it," he remarked and Rarity breathed a slow sigh of relief. However it was then that they all heard a disturbing noise. For a moment, all the gathered ponies looked from place to place, trying to see where the noise had come from. That is till they noticed War-Helm staring straight at Tree-Mane. The ponies looked at the wooden pony as well and then to War-Helm unsure.

"What is it doing?" Pinkie questioned slowly, an unsure expression on her face. She'd heard a lot of strange sounds over the years, between her time as an element and occasional visits from Uncle Mort that was a given. However that said, whatever sound Tree-Mane was uttering was by far and away the single most disturbing thing she'd ever heard in her life. In response to her query, War-Helm glanced back at the party pony with clear unease.

"It's laughing," he replied somewhat ominously. The assembled ponies took that... somewhat well. Most simply grimaced as they stared at the wooden pony, while Pinkie decided she really didn't like it's laugh. Most of the time she liked laughter, it was her element after all, but when this pony laughed it felt wrong. She wasn't sure why it felt so wrong, but she knew that it felt entirely wrong to hear it.

"P-Pardon me, Mister War-Helm sir, b-but why is Tree-Mane laughing?" Fluttershy questioned softly, wary looks occasionally directed towards the creature. She was the first to admit she was a very timid and fearful pony. As such she had no qualms admitting to herself or anyone else that the wooden pony scared her beyond rational thought. It was only the fact she had precious cargo on hoof that prevented her from sprinting to the other side of the room and hiding.

"Hey yeah! What's so funny!" Rainbow agreed, flapping her wings and hovering just above and to the right of Fluttershy. To say that she was not absolutely bucking terrified however would be a bold faced lie. Unlike most of the other's she'd heard the stories of what Tree-Mane actually did to ponies and griffons directly from her once friend Gilda. Most of those stories tended to end with the words 'and then he died too' or some permutation thereof.

In response, Tree-Mane ceased it's laughter, going completely silent before twisting it's neck to one side with a sickening crunch. Fluttershy grimaced in response, ears splayed back, while she slowly backed away from both it and War-Helm. "M-Maybe forget I said anything," she suggested with a shiver while Rainbow quietly gulped. With a roll of his eyes War-Helm turned to Tree-Mane and then hummed when the creature began to explain why it had laughed.

"Ahhh... I see," he whispered softly.

"Well? What'd it say!?" Rainbow all but demanded impatiently. War-Helm glanced at her for a moment and then rolled his eyes with a sigh. In his youth he'd have torn the mare's throat out for being so rude. She was very lucky he'd mellowed out with age. With a snort he turned back to Tree-Mane and narrowed his eyes, sending an impression of a question to the creature and awaiting it's response. Tree-Mane, finally, ceased it's laughter and then focused on the flaming stallion. It then used it's branches to cause several odd noises and War-Helm hummed.

"Tree-Mane will answer your question with another question," he began, then turned to look at the other ponies, "Why do you think Faust locks herself up in this tower?" he questioned. He then watched a few of the ponies blink in response.

"Because she needs to protect this place, duh," Rainbow responded.

"Not to mention keep them 'ancient evils' locked up," Applejack noted with a visible shudder.

"And she also records and stores knowledge," Rarity finished. War-Helm slowly nodded his head, yet Tree-Mane began to laugh once more, a cruel horrible sound echoing around them.

"W-would you please stop that?" Fluttershy pleaded softly, shaking like a leaf while War-Helm turned to Tree-Mane as it answered the ponies.

"Why would Faust need to protect this place? The tower is centered in Dream Valley, a desolate wasteland of in-numerous undead monsters and a spell-storm that attacks anything that moves, not to mention all the revenants in midnight castle," War-Helm translated for the wooden pony. "Then, even should they get passed all of that, they still need to get passed me," he continued to translate for the alicorn of fear.

"As for keeping things locked up, well that is partially true, but why would she need to be inside of the tower with them?" he continued, "She could just as easily lock the doors to them, lock the tower, and then leave whenever she wants, so why doesn't she?" he questioned. Tree-Mane didn't bother to wait for the ponies to reply as he quickly continued, "as for recording, have you forgotten that that is a self-given job. She doesn't need to do it, her spells do it for her mostly, all she needs to do is sort them and even then it's not entirely necessary," he remarked coldly.

"Wait, what are you trying to say?" Pinkie questioned, a bad feeling welling in her chest. Something about this didn't feel good to her.

"I am old and I have lived in this valley since it's fall, I was cared for by Faust, and respect and admire her. I have learned many secrets of this world, unable and unwilling to speak them, for the damage they could do. But here, here I will speak one such secret, unknown to all by two," War-Helm translated as he slowly turned to the other ponies. "That secret, rather, a question long unanswered, when do you think Faust stopped hating ponies?" he questioned slowly.

The assembled ponies were momentarily confused by the question. After all, Faust had been amicable to all of them, she hadn't seemed hateful at all. In fact the few times she'd seemed angry since meeting her had mostly pertained to Mort or some other ancient incident. She rarely spoke about what had happened to dream valley, and even when she did she tried to avoid the topic or steer it away.

"Wasn't that like a really really long time ago," Rainbow commented and got a look from Aquaria.

"Actually... she never really did," the ocean queen admitted and the ponies turned to her. "About well, five thousand years ago or so is when I first met Auntie Faust," she admitted and idly rubbed at her forelimb. "She was... different back then, angry mostly, but also so... so very very sad, it broke our hearts to see her that way," she noted and sighed. "It was pretty bad at the time, so we helped her to 'clear her mind' of whatever was making her so angry, but the sadness never really went away," she explained and Clockwork sat up and turned to her.

"What did you do?" he questioned with a deadly serious tone.

"N-Nothing intrusive I assure you," Aquaria admitted swiftly, "It was just an old song that flushed the anger out of her system and into a necklace she made," she explained, "I mean the only odd part was just how... wrong the necklace was," she admitted mostly to herself. However it was clear that she'd been loud enough for the others to hear her as Clockwork focused intently on the ocean mare.

"Are you telling me you created a necklace filled with all of her hate and rage," he all but demanded incredulously and she chuckled nervously.

"To be fair, at the time we just wanted to help her and couldn't think of anything else to do," she admitted and Clockwork brought a hoof to his face and groaned.

"What about therapy?!" he demanded and Aquaria tilted her head.

"Thera-what now?" she questioned and Clockwork groaned.

"Right... five thousand years ago therapy didn't even exist did it," he muttered to himself. That had to have been the chief cause of so many of their modern problems now that he thought about it. Powerful spellcasters without access to therapy doing insane things because they could and no one talked them out of it. Faust wasn't even the first pony to do it, and he couldn't really blame the Sea-Ponies for wanting to help the mare...

But still!

"Now you said the necklace was odd?" he questioned grumpily as he rubbed his temples and Aquaria nodded.

"Yeah, when she made it it was made from some lapis and a diamond," she admitted and Clockwork arched a brow, "when auntie channeled all of her hate into it, it turned the gem blood red and the lapis turned pitch black," she explained and several of the little ponies suddenly stilled.

"D-Did it also have a little unicorn head on it?" Applejack questioned slowly.

"Yeah," Aquaria replied and tilted her head. "Oh, and little wings too," she added.

"You know what, that sounds really familiar for some reason," Pinkie commented while Rarity's mind quickly pulled up the logical conclusion.

"Wait darling, are you telling me that the Alicorn Amulet is actually charged with five-thousand years worth of Faust's hate and rage at ponies?" the marshmallow unicorn questioned, only to pause, "Oh dear, that would certainly explain all the power in it," she admitted to herself while Aquaria tilted her head to one side.

"Is that what you land ponies are calling it now?" she wondered and then shrugged her forelimbs, "we just called it as Faust's Amulet," she admitted. She then noticed the sudden oppressive air in the room. "Is... is something the matter?" she questioned slowly and Clockwork suddenly got up and looked to Tree-Mane.

"You said you have a secret to tell, but I'll assume that the Alicorn Amulet's origin wasn't it," he noted crisply. The wooden pony silently nodded it's head and the time stallion took a few steps towards him. "Right, then what is the secret? Why does Faust keep herself locked in this place?" he questioned and Tree-Mane looked to War-Helm. The flaming pony let out a soft grunt as he listened to the wooden pony and narrowed his eyes.

"More questions must be asked for the answer... Why does Faust collect so much knowledge if she has no need for it? Why did she have the Necronomicon in an easily accessible bookcase instead of locked in an iron-vault? Why does she have a Simulacrum Chamber? Why does she collect simulacra and their pieces at all when she already has their blueprints stored? Why did she help build Marionette?" Tree-Mane questioned and Clockwork frowned.

"I don't know," he admitted softly. Tree-Mane suddenly began to raise itself on it's branches, growing taller and taller and looming over all of the much small ponies as it twisted it's head to the side.

"She does so, to right an ancient wrong, for which she cannot forgive herself," it explained while War-Helm closed his eyes.

"What? What could she have possibly done that requires so much of her?" Rarity questioned softly, though was unsure if she even wanted the answer. Some part of her mind told her that she didn't want to know, and when Tree-Mane's neck snapped as it turned to her, she was inclined to agree...

"When she banished all the ponies from this place, she conjured an army of their worst nightmares to drive them out," it began and slowly looked around the room, "In fact she did not truly banish them, she instead chased them out of this tower," the wooden pony continued to explain. "Her guards stood against her to protect the ponies as best that they could, all but one left to further defend them in the forsaken wastes, while the last remained behind to lock herself and Faust in the tower," War-Helm continued to translate and closed his eyes.

He knew where this story was going...

"S-So how did her guard get back out? D-Did she like get to another exit or..." Rainbow began to question warily only to stop when Tree-Mane's head snapped in her direction. All was silent for a moment, as the wooden pony loomed over the rainbow mare. After a moment it made several final sounds that War-Helm translated with a sigh...

"What makes you think she survived?"

In the depths of the tower, an ancient mare sat silent and grieving...

Memories forgotten where at last reclaimed...

Yet they brought no comfort or joy...

Only sorrow... and guilt...

'All your fault...'

'I'm so sorry...' the thought echoed in her mind endless. Ancient armor lay discarded, scattered to the floor.

'Not worthy,'

'I'm so sorry...' she continued to think as she looked at the bits of armor. Mind conjuring images of good ponies, good friends, who had once gifted it to a friend and ruler.

'Not worthy,'

'I didn't mean for this...' she continued to think as she instead turned eyes to a pitch black amulet.

'All your fault,'

'I'm so sorry...'

An image appeared within her mind of an old friend, breaking apart, vanishing into motes of light...

'All your fault...'

'I'm so sorry...'

In the depths of the tower, an ancient mare sat silent and grieving...

'All your fault.'

'I'm so sorry...'

And as she looked up, tears of regret and sorrow would not cease...

'All your fault.'

'I'm so sorry...'

And in her mind, a secret yet unspoken, a promise yet unbroken...

'All your fault!'

'I'll put you back together...'

A pony suddenly sat up, ears twitched and turned from side to side. For a moment, all was still as the echoes of a voice whispered to the pony. Till soon enough it was gone. With a frown, they turned to the nearest window and looked to the distance.

"Hey, you okay there Downs?" Shining Armor questioned. Yet the false pony didn't respond, instead they focused on the sky outside. "Breakdown?" Shining questioned slowly as he placed a hoof onto their shoulder. The false pony turned and looked at Shining, yet strangely seemed to look passed him for a moment. "Downs?" the prince questioned slowly and his friend slowly blinked his eyes.

"Shining... did you hear that?" they questioned slowly. The prince simply looked at his friend strangely for a moment before he replied.

"Hear what?" he questioned.

"I... don't know," the false pony admitted.

In the distant lands owned by the dragonic horde, an enormous dragon groaned as he felt a pulsing tingle from between his spines. He grunted and grumbled as he tried to ignore the feeling entirely. He was tired, looking after all the whelps in the dragon lands took a lot more energy than he liked to admit and he was really getting on in years. Sure he was basically a glorified baby-sitter, but at least his head was still attached and his wings worked.

That was more than he could say for some dragons who had dared challenge the king...

With a shudder he recalled his youth, how a young strong and arrogant dragon had dared challenge the king for his throne. Many had done so, most were beaten to within an inch of their lives, or were burned by a fire so hot it was like he had the very power of the sun itself backing it. He had been one of many, but he'd been lucky, the king had liked him and so had gone 'easy' on him. He made him 'Dragon-Lord' which sounded important, but it was really just a glorified way of calling him a baby-sitter.

He also hadn't been able to complain about it, what with how his 'king' had literally ripped his chest open in their fight, leaving him to forever wear a chest-plate to hide the horrifically deformed flesh and scales beneath. If any dragon was willing to argue with the dragon-king before, when he'd only killed his challengers, then they all shut-up quick after seeing what he did to the challengers he 'liked'. It had also effectively killed his ego as well as rid him of the worthless arrogance he'd built up in his youth.

At first he'd hated it, it had been demeaning and of course the king had laughed at him when he complained about it. Their king wasn't nice after all, he was honestly a monster of the worst sort in his opinion. He'd never say that to his face of course, but he would think it pretty loudly. With a snort he recalled those early days of thanklessly looking after a horde of whelps while their parents lounged in magma pits and scavenged for food. Meanwhile he was stuck with a legion of crazy whelps, none of which listened to him unless he used the blood-stone scepter to keep them in line!

Said scepter had actually been made for that purpose, keeping whelps in line so they didn't do anything too stupid was apparently a lot harder than it sounded. In theory it should've been easy, he was hundreds of times their size and they were such tiny runts... in practice, they were tiny and could get into places easier than he could which had often ended with him chasing them or outright using the scepter to keep them still. Eventually he'd gained the respect of the whelps, but that had taken a lot of time and effort.

With a snort he shook his body as the tingling pulse in his spines continued, but he also continued to ignore it. He heard a small sound and realized he'd probably jostled his tiny daughter around in his attempts to shake the feeling. He stilled and felt her shift and then settle on his snout, lightly breathing and bringing a smile to his face. Honestly... even if being Dragon Lord was nothing but a tittle for a glorified baby-sitter, he felt that it had been worth it.

As it was only thanks to being 'Dragon Lord' that he'd eventually met his mate, a lovely dragoness, slender and with the most beautiful white scales he'd ever seen. She'd chosen to help him reign in some of the more rambunctious whelps at the time, and had been surprised by how well he could handle them all. Apparently, some females really liked a male who could look after whelps without chewing on them, which he had never guessed before. Most male dragons were of the opinion that you had to be big and strong to attract a mate...

Heh, the truth was a bit more complicated than that.

He remembered that time fondly, and his mate as well. Together they had looked after the whelps and for a long long time all was right and good in his world. Eventually, when the king had gone to take a nap, the whelps he helped raise had seen 'Dragon Lord' as a tittle with more weight behind it than being a glorified baby-sitter. The older they got with whelps of their own the more respect he received from them. Eventually, while the true dragon 'king' was still an honored tittle, Dragon Lord was seen as someone who looked out for the whole of their species.

Unlike the Dragon King, who was seen as either a lazy bully, or an outright monster to be feared. Even the dragon council, made up of the oldest and wisest of their species, respected him.

Yet strangely enough, he didn't care about any of that. He didn't care that the dragon-king had made him a glorified baby-sitter, he'd found his mate because of it. He didn't care that he had horrific scars across his chest from when said dragon-king had all but ripped his heart out, his mate had thought the armor he wore looked rather dashing on him. He didn't care that dragons respected him more now than when he was young and powerful, he recalled them all when they were still a bunch of crazy whelps. And even if his mate was gone now, claimed by the Long-Sleep, he still had his daughter to remember her, and even though she was a runt, he didn't care...

He paused his thoughts as the pulsing tingle between his spines came back with even more intensity and let out a groan.

'Oh bugger me... what now?' the dragon wondered as he opened an amber eye and let out a massive yawn. With a smack of his lips he reached back between his spines and pulled a tiny scepter free and brought it up to his face to get a better look at it, only to pause when he saw it pulsing. The scepter was made from purple stone which formed a claw to hold a bright crimson stone in place. Said gem was pulsing wildly with power, as if something was happening. Yet as far as he knew there was nothing wrong, the whelps were all sleeping and even then they couldn't do this to the scepter.

Tartarus, even he couldn't make the scepter pulse like this and he was the Dragon Lord!

Wait... he couldn't do this, but what about...

Oh...

Oh no...

Oh no no no no no...

"He's awake," he uttered with a grimace and brought a claw to his face. If the king was awake, then he'd have to go find him. He considered finding the council and informing them... no... the lot of them had more than enough to deal with without having to find and placate the king. Further, he was bigger than all of them and closest to the king in terms of sheer size. With the king's temper, it was probably a bad idea for them to look for him or he might just eat them...

With a grunt, Dragon Lord Torch climbed up onto his claws and let loose another yawn. The bulky dragon had ruddy blue-green diamond shaped scales, two massive horns at the sides of his head that pointed forward, three sharp spines at the middle of his back, enormous wings with a tattered orange membrane, a tattered orange spade / fan at the tip of his tail. He, unlike most dragons, also wore a black chest plate with segmented pauldrons and gold accents. With another yawn, Torch idly reached to the side with one claw as he rubbed at his eyes with the other to grab his crown.

It was, in his opinion, a gaudy number with pinkish-red crystals on a simple black base which he placed on his head. The only reason he wore the bloody thing was because his mate had made it for him and he was loath to deny her anything. He only continued to wear it because... well... honestly it just made him feel closer to her. With a sigh, Dragon Lord Torch stomped out of his cave and into the dragon lands. He spotted many of the adult dragons sleeping, while their whelps were cuddled near them for warmth.

Torch paid the dragons no mind as he ducked down and then with a few beats of his massive wings rose into the air and shot off into the distance. He had an idea of where the dragon king might be, likely the forsaken lands as many dragons called them. The Dragon King still referred to them by their proper name, Dream Valley, but the rest saw a desolate wasteland with few redeeming qualities, hence why they referred to them as 'forsaken'. It was only the fact that the king and the council had lived there that they didn't torch the place to try and burn away whatever undead or other misshapen monsters still remained there.

All Dragons and their types and a job in nature much like many of the other smaller species, no matter what the king said. The jobs that they did were just of a simply greater scale than what Ponies did. Some simply burned away what was unnecessary, some built mountains or carved out the leylines beneath the ground, others maintained the icecaps or created the wind-currents of the world.

In Torch's opinion, the forsaken lands should've been turned over to the Wyrms and Lindwyrms to be burned ages ago, burn away the rot and the death to leave their ashes to aid in the growth of something new. But the king wouldn't have it, stubborn to a fault he'd said that 'Dream Valley' was to be left alone and any who dared challenge his decision also challenged him. None were brave enough to challenge him then, and few even recalled why that place still existed now.

Torch paused his musings as a thought suddenly occurred to him.

'I'm forgetting something,' he realized and looked to his snout where his daughter was still seated. Only now she too was awake and giving him a sleepily annoyed look.

"Ugh... Dad, what're you doing?" she questioned. His daughter 'Princess Ember' was a tiny thing despite her age, standing only a little taller than the average pony.... when she stood up on her hind legs as was common for whelps. On all fours, as was common for most adult dragons, she stood at roughly the same size as a pony. She was truly a runt and every dragon in all the dragon lands knew it, but didn't dare comment on it out of fear, or maybe respect, of Torch.

She had diamond shaped scales like her father only they were blue save for several 'freckles' beneath her eyes and the softer scales along her underbelly where they were sea-foam colored, she was slim and slender like her mother, with her mother's deep crimson eyes and dark blue spines, she had her father's curved horns at the sides of her heads, with an average wingspan for her size with a light blue membrane, and a similar spade / fan to Torch at the tip of her tail only in dark blue.

Idly the tiny dragoness looked around and then fixed her eyes on her father.

"Wait... where are we going?" she questioned curiously and Torch sighed. Ember wasn't like most dragons, she was always thinking, she spent too much time around the council in his opinion. She was also very curious, but that was more in line with a whelp than the thinking part. Whelps tended to just do things without any thought, curiosity was there, it was just curiosity for the sake of curiosity. Ember wasn't like that, she was only curious with a purpose and that made things so much worse in his opinion.

With any other whelp all you had to do was warn them it was dangerous and they left well enough alone.

With Ember however, you had to explain why it was dangerous and then answer a bunch of other questions on top of it. Even then she often went off to check whatever it was just to be sure. It had led to more than a few headaches and worry for Torch in her younger years. Now it wasn't so bad, but she was still tiny and so he still worried about her getting hurt. Sure he was probably a little overprotective, but in his defense, Ember was all he had left of her mother.

"We," he emphasized as he narrowed his eyes on the much smaller dragon, "aren't going anywhere," he stated as he reached up to pluck the dragoness from his snout. Ember frowned as she was lifted up by her wings, forelimbs crossed and a clear twitch to her eye. "I have business to get too," he stated, then snorted, "you on the other claw are going to go and stay with Ignitus until I return," he stated firmly. Ember scowled in response, she liked Ignitus, she really did, but she didn't see why she couldn't go with her dad.

"Are you doing something dangerous?" she questioned and Torch palmed his face.

"Not really," he murmured then paused in thought. Well no more dangerous than going to find out why the king had either summoned him or was beyond angry causing the blood-stone scepter to go haywire... okay so it could be pretty dangerous. "Well, maybe," he allowed. And it would especially be dangerous for Ember, Spike might just eat her if he thought she was a runt, he wasn't known as a 'dragon-eater' for nothing after all. Ember would probably look like little more than 'Finger Food' to the big dragon.

"Why?" she questioned and Torch flinched. He was not going to tell her about the king, mostly because then she would really want to see him. Even if he said he was a dragon eater, she'd still find some way to follow him just to see what the king actually looked like.

"No particular reason," he said with a grimace and idly rubbed his snout. He saw Ember's eyes narrow and then frowned as she glared at him.

"Then why exactly do I have to go stay with Ignitus instead of going with you?" she questioned bluntly.

"Well," he tried to reply but Ember continued.

"And if it isn't going to be dangerous then should it even matter?" she continued and Torch frowned.

"I never said," he again tried to say but she cut him off again.

"Also, even if I stayed behind why would I need Ignitus to look after me?" she questioned, eyes narrowed, "I'm not a whelp anymore dad, I can take care of myself," she stated resolutely and Torch internally snorted at that idea. Ember was grown and very mature, yes he'd agree with that, but she could hardly take care of herself given how small she was and the size of her peers. Also... he was kind of annoyed with her constantly interrupting him.

"Because I said so!" he responded in a roar and she growled. She hated when he got like this! "No get your tail in gear and get to Ignitus!" he ordered and Ember started to grumble as he released her. "Now!" he added when he saw she was sluggishly moving. He saw her growl in response as she then shot off and he watched her intently.

Torch snorted as he watched her fly away and then quickly turned his attention back around. 'Now to find the king and hope he's in a reasonable mood,' he thought to himself. However had he turned back around he would've seen Ember smirk as she herself turned and landed on Torch's armored back. She was thankful for his armor as she climbed the length of it, and then flew up to hide in his crown.

'Nice to know this stupid thing is useful for something,' she thought as she hid among the crystals of her father's crown. She also couldn't help but wonder where exactly it was that they were going...

TBC...

Author's Note

I feel that I must apologize to all of you my most faithful readers as I have been terrible at updating anything of late. While, yes, a portion of it was just life rearing its ugly head and keeping me busy, I was also kind of slacking off. That combined with writers block made it to where I didn't even try to do anything with the story save writing a few paragraphs here and there.

Unfortunately, it wasn't Mort or the part with Torch that was so difficult. No, it was the part with Faust and Bloody Mary. For some reason I was having a lot of trouble with that part. So if it felt a bit off for some reason, it's likely because in the end I had to brute force myself to write that part and even then I'm not sure how much I like it. The worst part is that I had a bunch of ideas for it, but at the same time I wasn't sure what'd work best for it and... yeah... you get the point.

To any who wonder, I've always assumed that Dragons on Equestria were the same as ponies. In so much as their are many different 'tribes' of dragons who serve different purposes to help nature along. The big difference is that they have more 'large scale' duties than Ponies do, which is in line with their size. As an aside, yes, Twilight Sparkle's Spike is a Drake, a wingless dragon, but physically stronger and with a better 'sense of smell' when it comes to gemstones. Essentially he'd be the equivalent of an Earth Pony.

I've also got to admit I loved Gauntlet of Fire and Ember in particular, but as is perfectly obvious, I also liked Dragon Lord Torch. Ember being a runt is an idea I've had since I saw the episode, and made a lot of sense to me. It didn't hurt that Torch commented that Ember wasn't much bigger than Spike, who they both refer to as a runt. What this means in story is that because Ember is so much smaller than she should be, she compensates for it by being smarter than her peers.

Special: Mother's Day

Not a part of the main story, not necessary to read, just something a little light hearted special for mothers day...

Special:

Mother's Day

Lunar Glory awoke early, for today was to be a special day! Lulu, as she was called by those closest to her, tossed away her covers and hopped down from her bed. She knew jumping from a bunk-bed, when you have the upper bunk, wasn't exactly wise, but she didn't care. The little filly happily landed on her hooves and grinned to herself as she turned around to face her older sister.

Her sister, who was known by the name Celestial Majesty though was sometimes called Celly or Tia, was still sleeping soundly. The older unicorn's eyes were lidded, she was bundled up tightly, and soft snores that were more like breathes passed rhythmically. Lulu frowned, little snout crinkled up in distaste at how lazy her sister was. The little unicorn often found her sister to be far too lazy, especially since today was a most special day indeed!

"Wake up Tia!" the little unicorn shouted at her sister. The pink maned pony awoke suddenly and jumped up in bed. Her head bumped with the upper bunk and a grimace crossed her face. The older pony moaned in pain while rubbing her head, looked to her sister and frowned.

"What is it Lulu," Tia grumbled irritably. She felt it was far too early in the morning for, well, whatever it was Lulu was up to. She often found Lulu's little adventures tiring, especially as she got older. She still on occasion would search for Dream Castle, but had more or less resigned herself that it was a fools errand.

"Today's the day, Tia!" Lulu happily crowed. She hopped on her hooves as only an excited filly can, which brought an unbidden smile to Tia's face. Much as she hated to admit it, she wished she could share in Lulu's enthusiasm, but she was too old and mature for such antics. Instead she brushed a few strands of her straight pink hair out from her eyes and fixed the filly with a look.

"And exactly what day would that be?" the older unicorn asked with a brow raised. Lulu stopped, then looked at Tia with a decidedly nasty expression.

"You forgot didn't you!" she accused with an equally accusing hoof pointed at her older sister. The pink unicorn, who cursed her sweet tooth for the permanent pink tinge to her fur, grinned nervously. She didn't know what Lulu was talking about, which of course meant she had forgotten. Unless Lulu failed to tell her about whatever it was, which wasn't likely since Lulu was a bit of a chatterbox at times.

"Of course not," she denied, her snout crinkled up into a look clearly stating she was lying. Lulu didn't miss it, her eyes narrowed onto her sister and made the older unicorn begin to fidget uncomfortably. "Err, but refresh my memory, what exactly is it that I haven't forgotten?" the older unicorn inquired. Lulu rolled her eyes and shook her head, she clearly didn't buy the older alicorn's excuse.

"Tia! Today's the day we give mother a day off!" Lulu reminded and stomped her little hooves impatiently.

"Oh," Tia responded less enthusiastically than her sister. The older unicorn wasn't exactly sure why they were going to give their caretaker a day off. "Must you call her mother?" Tia asked instead, she preferred to remind herself that they had an actual mother, even if she didn't exactly remember her too well.

"Yes!" Lulu stated with a firm nod and seriousness belied by her youth. Tia sighed and slowly pulled herself from her sheets.

"You do realize that we have an actual mother out there, Lulu," the older unicorn reminded. Lulu snorted and turned her nose up into the air.

"Oh right, well how do we know that Faust isn't our real mother?" Lulu asked with a stubborn frown. Tia sighed mentally for a moment and climbed off her bed. She had begun to realize that Lulu was absurdly attached to Faust. She loved her as an actual mother regardless of blood, she acted more like her and tried to use magic like her, she even came up with crazy ideas to explain how they could be her real children. Tia wasn't as receptive to such ideas, though even she admitted that there had been times when she wished Faust was their real mother.

"Maybe because I remember our real parents and the night Faust found us," the older unicorn replied. That was the one thing Lulu had trouble fighting against. Tia wasn't prone to making up tails, nor was she especially good at lying, as far as the younger sibling knew, her sister had seen what she described. But there was one thing Lulu could guess that could make the older unicorn believe that to be true and still not be.

"Well, how do you know Discord didn't just make that up in your head!" Lulu responded. Tia actually froze, the idea that her real parents were just one of Discord's many tricks was jarring. To say the very least. The idea that he'd been inside her head just to mess with her memories? Not all that surprising if she was honest with herself. But it didn't really seem like the type of joke he'd play, especially on a filly. He was never overly cruel to fillies, he actually loved fillies and colts and especially playing games with them. He said it was something or other about them appreciating his work.

"I... don't," Tia admitted and watched a grin cross Lulu's face. "However that is not in the here or the now, you wanted to do something for Faust?" Tia asked quickly, hoping desperately to avoid further delving into that particular topic. At least for now, she was too sleepy to come up with reasonable reasons Lulu was wrong.

"Yeah! Today we should go tell her to rest and we'll make her breakfast and clean around the tower and such," Lulu replied with a nod of her head. Tia grimaced, she'd seen how much work Faust actually did day in and day out, and apparently it was a light load to her. Faust's routine was mind numbingly monotonous to Tia's young mind, even though she was far more mature than Lulu. She knew she was still young, she also knew she was still filled with youthful energy and that Faust's work was extremely boring.

To start off, she brushed her mane and coat, after which she brushed her teeth, washed her hooves and woke them up. After that she made them breakfast and went to clean around the tower while leaving them to their fun. Once lunch time rolled around she called them back and made them lunch, then they had a few lessons on magic. Faust would then go about cleaning, again, until dinner time rolled around. Once dinner was finished the mare would take them up to the observatory and show them a new star or constellation, tell them a wonderful story, then take them to bed.

What Faust did in the single hour she had all to herself, Tia had no idea.

"I suppose she does deserve a break," Tia admitted with a grimace, and idly wondered how the mare could stand such monotony. If she had to do the same bucking thing every day for the rest of her life, she swore she would go insane!

"Of course she does! She's the best mother ever!" Lulu stated with a nod of her head as if that was that. Tia smiled, she at least found Lulu's enthusiasm to be surprisingly infectious. She also admitted that Faust did so much for them, and asked for nothing in return. She really did deserve a break, even if she wasn't their real mother.

"Alright, so what's first?" Tia questioned with a raised brow. The younger unicorn bounced over to their vanity and grabbed a brush with a wide grin.

"We help brush mother's coat and mane!" She declared happily.

Faust was dead to the world in the early hours of the day. Not literally of course, as she is technically immortal, just figuratively. She did not wish to be woken, she did not wish to wake, she did not wish to do anything. This was the time in which she simply relaxed. She enjoyed the peace and the quiet. She enjoyed her soft bed. She enjoyed the fact that her tower had no windows, and thus the sun couldn't annoy her. She loved taking care of Tia and Lulu, to be sure, but every pony needed a moment to themselves every now and again.

"WAKE UP!" which is why Lulu's sudden scream scared her enough for her to literally shoot up to the roof. She literally stuck to the roof from shock, panting wildly with wide eyes. The pure white alicorn looked down to the ground to see what had shocked her from her sleep. Below she saw a confused Lulu, and a highly embarrassed Tia.

"G-girls, w-what are you doing up so early?" the alicorn mare questioned tiredly.

"We've decided that today is going to be your day off," Lulu stated with a nod of her head. Faust blinked, and looked at her 'daughters' as she thought about their response. Her brain was still addled by sleep, but the alicorn mare couldn't help but feel that their explanation didn't add up.

"So on my day off, you come into my room and wake me up in order to tell me I have the day off?" Faust questioned with a confused stare.

"Yep," Lulu responded with a smile. Tia had the decency to look embarrassed, but Faust felt her head start to ache. She glanced down at her hooves and remembered she was still upside down. She sighed and released the magic from her hooves and jumped from the ceiling. The mare opened her wings and gently floated down to the ground, a bemused look on her face. Between Lulu's bright smile and Tia's nervous grin, the older alicorn saw a few brushes raised in the girls magic. She raised a brow, silently asking her 'daughters' just what they had in mind now.

"Um, we were also going to brush your mane and tail," Tia stated while shifting on her hooves nervously. Faust inhaled a breath for a moment, and then exhaled and smiled tiredly.

"Alright fine it's too early to try and fight with you about this. So you can brush my mane and tail, just don't be too rough," Faust pleaded as she went to lay down. The alicorn allowed her wings to remain open so that the sisters could get at her coat that was usually hidden beneath them. It was unlikely that the two would attempt to preen her feathers, nor did she want them too. It'd taken her years to learn how to do that, and she had little doubt it'd take the girls far longer to learn how.

Lulu grinned widely, clearly eager to begin, which really surprised Faust. She had to wonder why the little sister was so eager to brush her, it wasn't like it was a very exciting job after all. Regardless Tia soon followed, far more apprehensive as she shifted behind her. Lulu was at her front and brushing her coat with quick uneven strokes, Tia was far more slow and careful. The two sisters were like night and day, Faust idly wondered why that was and how it had come about. She was certain she'd raised them about the same, thus decided that maybe they were just different like that.

"Mother your coat is so-ooo soft," Lulu murmured as she nuzzled her head into Faust's chest. The alicorn mare giggled and smiled as the little unicorn happily cuddled into her fur. Tia rolled her eyes from behind the alicorn, instead focusing on the task of brushing her tail. She focused on the task intently and drowned out her sisters giggles as she snuggled into the older pony's chest. 'Now I know why she was so happy to do this,' the unicorn noted to herself with a roll of her eyes. It figured that her sister would be interested in snuggling into the mare.

Regardless, Tia continued her work and soon finished the alicorn's tail and moved to her coat. She used a different brush for the mare's coat, making certain not to leave any of it ruffled or messed up. When she finished with Faust's back she halted and looked at the mare's mane. The auburn crimson mane was in a mess of tangles from only being woken up a short time ago. The older sister frowned and retrieved her hair brush and began work on the older pony's mane, intent on taming it at long last.

The chances of doing so were slim, she'd seen her mane on a regular basis and ten times out of ten it was messy. She soon became focused on the task of straightening out the mares mane. Her eyes narrowed and she frowned as she came to a knot. She used her magic to hold the mare's hair so it wouldn't yank on her head, then started to tug on the knot with the brush. She stuck her tongue out the side of her mouth and pulled once more and... riiiippp.

"What was that?" Faust suddenly questioned. Tia felt her eyes widen as she stared at a length of Faust's mane, now hanging from the teeth of her brush.

"Nothing!" She said a bit too quickly. Lulu glanced back at her and her own eyes widened.

"Yes! It's uh, nothing at all!" The little unicorn declared with a nervous grin. Faust raised a brow, she wondered why the girls were acting so strange for a moment, then shrugged.

"Okay, but are we done yet? I really should start breakfast soon," the ancient alicorn noted. However both siblings dashed in front of her, Faust frowning when she thought she saw a shock of crimson behind Tia's back.

"No! You stay here, we're going to make breakfast today!" Lulu insisted, Tia silently nodding her head while she hid the length of hair behind her back.

"Are you girls sure? I don't," Faust started but Lulu quickly interrupted her.

"No no no no no no! Today is your day off, we're the ones who will do all the work!" Lulu insisted. Tia merely glanced around and rolled up Faust's missing length of hair around the base of her tail as a means of hiding it.

"But girls, last time you tried to cook, I ended up with burnt pots," Faust reminded the two with a sigh. Both siblings blinked and winced as they remembered their attempt to cook. It had also been when they learned that Tia could literally burn water. Though how she actually managed to set fire to water was still a mystery to both sisters.

"We'll be fine, have at least a little faith in us," Tia pleaded with her hooves brought together. The alicorn mare pouted and sighed, resigned to her fate.

"Oh alright, don't shoot those big doe eyes at me," the mare grumbled out mock angrily. Lulu chuckled, grabbed her sister and then yanked her out of the room. Faust raised a brow, idly wondered why Tia was wearing a strangely frayed auburn ribbon around her tail. She also wondered why the girls were so insistent on doing everything for her today. Then again, she also wondered why she was thinking about this when she could get back to sleeping...

"What did you do?" Lulu hissed at her sister. The two trotted through the tower, heading for the kitchen on the lower floor. While the halls always seemed to shift and change, the two had noticed that the stairs were set in stone, as were the basic four floors. This meant that while they couldn't find Dream Castle, or anything else of interest, finding the kitchen or other important rooms was rather simple.

"I was just trying to pull a knot out of her mane!" Tia replied. She shifted uncomfortably as she looked at the length of mane she'd ripped from Faust's head. How the mare hadn't noticed the missing length was a struck of sheer luck she didn't expect to have ever again.

"How do you rip out so much of a pony's hair while trying to pull out a knot!" Lulu demanded as they trotted into the kitchen.

"I don't know! It just sort of happened!" Tia replied uncomfortably. The older sister wasn't sure what to do, she was used to Lulu causing problems. But even Lulu had never done something like this!

"In any case I will work on breakfast, you go and do the cleaning," Lulu ordered as she trotted into the kitchen.

"And why should I be the one cleaning?" Tia asked incredulously. Her sister stopped and turned to her with a flat look.

"You can burn water, literally burn water," the younger sibling reminded pointedly. Tia winced and shuffled on her hooves.

"Oh right, I forgot about that," the older sister mumbled quietly. It wasn't her fault the stupid water caught fire, at least she assumed it wasn't her fault. She'd put the pot on the fire and let it boil, she hadn't even added anything to it, it just sort of burst into flame when she went to check on it. Honest!

"Yes, now go!" Lulu ordered and used her magic to eject Tia from the kitchen. The little pony released a breath and smiled to herself as she pranced into the kitchen. "Finally, now to make mother a most wondrous breakfast!" the filly declared happily, then galloped around and got to work.

Tia made her way back up through the tower. She knew Faust's basic cleaning schedule, she started at the top and worked her way down. 'Why does she trot all the way down to wake us, then all the way back up to clean?' Tia wondered to herself. She then sighed and realized that it was just another reason that Faust deserved this day off. Regardless of how silly it seemed to her, the alicorn had been nothing but good to them for all these years. Even if she wasn't her real mother, she did deserve to be treated as one.

"Now I suppose I should start off with," the older unicorn started only to stop when she realized something. "I have no idea where Faust keeps all her cleaning things," she realized and brought her hoof to her face with an audible groan. The off-pink unicorn then turned on her hoof and marched into the tower. "And so goes another day in Faust's tower," Tia muttered under her breath with a shake of her head. It seemed like no matter what she did she always ended up searching for something or other in the mare's enormous tower.

Once she'd gone looking for a window and ended up in an arboretum, why Faust had one in her tower was still a mystery to the little off-pink unicorn. The unicorn sighed as she made her way down the stairs into the tower. The most likely place she would find cleaning things would be a storage room. Last time she had gone looking around she had found a storage room on the kitchen floor. Hopefully it was still there and she could avoid Lulu. Her sister was being unusually serious about their caretaker having the day off.

"Is there something special about today besides Faust having the day off?" Tia questioned, then shrugged her shoulders. As she did she glanced down at her coat and frowned deeply. She'd never been pure-white like Faust, but her coat had once been far less pink than it was. She'd tried to use a spell to discover what her Symbol would be. Unfortunately it had turned her pink instead. For over a week Lulu had relentlessly teased her by calling her 'Pinklestia' a name she had come to hate. To add insult to injury, she had retrained a pink tinge to her coat even after the spell finally wore off.

Since then, Tia had tried to scrub the pink out, she'd tried spell breakers, she'd even tried ancient cleansing rituals, but nothing could remove the pink tinge from her coat! Faust and Lulu still teased her over it too, it was just too funny for them not to laugh about. Admittedly it wasn't as annoying as it had been when it first happened, but it was still annoying. Ignoring that Tia started to check random rooms for the supply closet. She soon found herself wandering into room after room in search of the closet.

She went through all kinds of random rooms, from simple bedrooms to outlandish throne rooms and everything in between. Tia honestly wondered if the tower was perhaps even more chaotic than Discord, especially given how crazy the place could be on even the best day. She didn't know how that could be possible, but at this point she was willing to believe anything. However a sudden and rather loud banging followed by her sister screaming alerted her that something was very wrong. Releasing a sigh the older unicorn rushed off to find her sister.

When she finally did, she'd wished she was still looking for cleaning supplies.

Faust sighed happily as she finally woke up and stretched out. Her 'nap' had been just what she needed to get her day back on track. "Well, I don't know about much else, but at least I was able to sleep in for a while," the mare decided with a yawn. Smacking her lips, the ancient alicorn got up to her hooves and began stretching out her wings and legs. That done Faust trotted across her room, only to stop at her vanity and turn around. She then stared at the missing section of her mane and brought a hoof to her face.

"Tia, your symbol is definitely not in mane styling," the mare stated with a shake of her head. The ancient alicorn then sighed and focused her magic, her mane regrowing back an instant later. Making certain it was the correct length, the pure-white alicorn smiled with a nod of her head. "Much better," She decided and then trotted out of her room without further delay. "I wonder how breakfast..." she started to say, only to stop when an explosion suddenly shook the tower. She blinked for only a moment before releasing a tired sigh.

"Never mind," the alicorn muttered under her breath. She trotted through the tower and down towards the kitchen. When she reached the kitchen, the mare stopped and widened her eyes at what she saw. Lulu was covered in some unnamed sticky substance and struggled to free herself of it's grasp. Meanwhile Tia was trying to fight back some form of food monster that actually seemed like living sludge. Faust actually blinked, then tilted her head and tried to reason out how the two had managed to make food so foul that it was actually attacking them.

"This is one for the history books," Faust murmured and then tapped her chin. "I'll have to make a note of it and write it down later," she decided with a nod of her head. She then winked forward, she reappeared a second later to cast a quick burning charm on the food monster, and a cleaning charm on Lulu. The sisters blinked as Faust then watched the food monster burn away for a moment, before turning to look at them with a smirk. "Oatmeal?" She asked the two and Lulu silently nodded her head. The ancient alicorn shook her head and gave both girls a look.

"So, who did it?" She asked flatly. Tia instantly pointed at Lulu, the younger sister glaring at her older sibling. "Alright, seems like Lulu needs a few more cooking lessons," Faust decided while her crimson magic quickly went about it's work and cleaned up the kitchen. Lulu's face fell and she looked down, idly scuffing her hoof against the floor. "Something wrong Lulu?" the ancient alicorn questioned curiously. Lulu sniffled and nodded her head.

"I-I wanted to make your day special," She muttered sadly. Faust merely rolled her eyes and patted the little filly on her head.

"Lulu I don't need a day off for it to be special, every day I have with you girls is special to me," Faust stated and frowned as Lulu sniffled again.

"B-but it's your birthday!" The little filly shouted. Faust blinked, her eyes wide as she tilted her head and frowned deeply. A moment later she giggled.

"Oh, I completely forgot about that," Faust admitted with a shrug. "And honestly, at my age the less birthdays I have the better," Faust added with a frown, not liking that she could literally be called older than the hills. Tia looked at the ancient alicorn with a bland look, then dragged her hoof down her face. The younger unicorn however lunged at Faust and hugged one of her long slender legs.

"But it's supposed to be a special day!" Lulu cried. Faust frowned and looked down at the little unicorn unsurely as she sniffled and wiped away tears from her eyes. "I-I, I just wanted you to have the day off, cause you do so much for us all the time an-and," The little unicorn tried to explain passed her sniffles. Faust sighed and quickly scooped both unicorns into a hug, her eyes closed and a smile on her face.

"Oh girls," Faust whispered warmly. Lulu sighed and snuggled into the mare while Tia blushed and shifted uncomfortably. "You both should know that the only thing I need for my birthday, is to know both of you are happy and well," the mare stated while nuzzling the unicorns, a strange look crossing Tia's face as she closed her eyes. For a moment, the pink tinged filly pretended. She wasn't just a unicorn being held by a mare taking care of her. She imagined for only a moment, Faust really was her mother, and she was really her daughter.

The rest of the day was a blur to both Tia and Lulu, spent with the mare who cared for them. It was a day filled with fun and games, where Faust relaxed for once in her life. But like all things, the day gave way to night, and Faust carried both exhausted unicorns on her back. She trotted through the halls and soon came to their room, where she tucked both fillies in and kissed their foreheads. However, Tia stopped the mare as she made to leave. "W-would you mind singing?" the older unicorn asked timidly, and a smile found it's way across Faust's lips.

"Alright," the pure-white mare replied and laid down, eyes closed for only a moment. Her horn gave a sudden crimson glow as a soft tune began to float hauntingly through the room.

You are my sunshine, my only sunshine,
you make me happy when skies are grey,
you'll never know dear, how much I love you.
Please don't take my Sunshine away.

The other night dear, when I lay sleeping,
I dreamed I held you in my arms.
When I awoke dear, I was mistaken,
and so I hung my head and cried.

You are my sunshine, my only sunshine,
you make me happy, when skies are grey,
you'll never know dear, how much I love you.
Please don't take my sunshine away.

As Tia finally fell to sleep, Faust wiped a single tear away from her eye and nuzzled the pink tinged unicorn. She closed her eyes for only a moment and her mind took her back to all the years she'd cared for the fillies. She loved both girls, she knew that, they were probably the only thing she cared for anymore. Her work was pointless, her tower empty, her life more or less pointless. At least, until she found them. But, in her heart she knew that their time together would not last forever. She knew that someday, like all children they would leave. But it would still hurt so much when they did. Further, some day they would...

"Please don't take my sunshine away." the ancient alicorn sung quietly. Somewhere in the back of her mind she prayed that Mort wouldn't take her children from her. As she closed her eyes her head beside the sleeping Tia, she fell to sleep alongside them both... Someday in the far future, after Equestria was founded, a day of celebration would be held for all mothers. It would be a good day, and though neither Celestia nor Luna would remember it as such, it was also the day which coincided with the birthday of Faust. Though it was called Mothers Day, Luna once mistakenly called it "Mother's Day".

TBC...

Author's Note

Please tell me I am not the only person who thought of something like this? I mean c'mon! With how many of us always think of Faust as the mother of Celestia and Luna I'm surprised I've never found a story with a simple Mothers Day connection in Equestria. Well anyways, this chapter is merely something I had in my head, literally wrote it in less than six or so hours and figured it'd at least be a cool little connection between Faust and Mothers Day in Equestria.

Also, who knows where the bit with Tia ripping Faust's hair came from?

Special: Are You Afraid of the Dark?

Halloween Special

Are You Afraid of the Dark?

Princess Twilight 'Nocturne' Sparkle slowly trotted through the Everfree Forest. She carried with her only her saddlebags into the forest. She came only at the behest of one of her friends, but was beginning to wish she hadn't. 'Why did I let her talk me into this?' she inwardly questioned. She of course cared greatly for each of her friends, but she wondered why she had been asked to come out tonight of all nights. 'It couldn't be any night other than Nightmare Night,' she thought with a shiver.

In her own opinion, Nightmare Night was the worst possible time to go out into the Everfree. Not to say that she could think of a particularly good night to wander into the forest. But she honestly believed that this was the absolute worst night to do so.

The sudden hooting of an owl broke the mare from her train of thought. She glanced all around and saw a snowy white owl in the branches of a nearby tree. 'Kind of reminds me of Harry's owl,' she noted inwardly, meaning her old classmate 'Harry Trotter' from back in Canterlot. The owl then fluttered its wings and shot off into the air, flying over head and disappearing into the night. With the owl gone, the little lavender alicorn continued on her way through the forest.

She soon turned off of the beaten path and traveled through the darkness. A shudder crawled down the length of her spine as an eerie sound echoed all around her. It was slow and steady like the beating of a heart. It seemed to echo out all around her, never stopping for even a moment. 'Where is that coming from?' she wondered nervously. Her hooves rustled and crunched the leaves beneath her as she continued her trek through the forest.

The sounds of rushing water sounded from nearby. Twilight had to remind herself of the small stream in the forest lest she think it something else. The wind blew through the trees and their branches, causing them to creak and groan. The little lavender pony nearly leaped as she heard a few of the branches knock against each other. The little mare came to a sudden halt to take a calming breath. She brought a hoof to her chest and noticed her heart was racing.

'Get a grip Twilight, it's just the wind,' she told herself sternly. Then her eyes dilated as the eerie sound of children laughing echoed on the wind. She slowly turned too and fro, searching for the ponies. "H-Hello, is a-any pony th-there?" she questioned timidly. Her question remained unanswered, however she suddenly heard the sound of heavy hoof steps. The slow steady beat also seemed to grow louder, more eerie and the wind began to calm. Yet this calm wind only enhanced the eerie footsteps and heartbeat.

Now sufficiently unnerved the little lavender pony yelped as a shadow overtook her. She turned and dashed in the opposite direction of the shadowed figure. Her hooves carried her deep into the forest, her breath came in labored pants. Soon the little lavender mare slowed in a clearing as a fire roared to life seemingly out of nowhere. All at once, the moon came out from behind the clouds and the eerie sounds ceased.

Twilight blinked and noticed her friends were around the fire. Pinkie and Rainbow Dash were snickering to themselves. AJ had an amused smirk playing across her muzzle. Rarity just shook her head and sighed. And finally, Fluttershy had seemingly attached herself to Faust's side and hid beneath one of her wings. Also present were Celestia and Luna, sans regalia and both in their 'weakened' forms.

Celestia was, as such, no bigger than Cadence and with a pale pink coat and long straight standard pink mane. Luna was smaller still with a dusky blue coat and short powder blue mane. Spike sat beside of Celestia, holding a stick with some marshmallows roasting over the fire. Finally, directly across from her was a smirking Faust. The ivory mare had a brow raised as she took in Twilight's disheveled and fearful state.

"What's the matter Twilight, Are You Afraid of the Dark?" the ivory alicorn questioned with a barely suppressed grin.

"Mother, thou should not poke fun at our friend," Luna stated with a slight smile. The ancient alicorn in question merely giggled and smiled brightly. Twilight however huffed and sat down in the only open space around the fire. She cast an annoyed glare Faust's way and the mare raised her hooves.

"I'm sorry Twilight, I had no idea you'd react so badly to my illusions," the ivory mare admitted. Twilight narrowed her eyes and turned away from the ancient alicorn to her friend. Most of them were dressed in costumes for Nightmare Night. Pinkie was dressed as an owl for some reason. Rarity had donned to dress in a black pre-classical era dress with a pair of false fangs. 'A vampony, simple but with an elegant twist,' the little lavender pony mused to herself.

Rainbow dash was, once again, dressed as a Shadow-Bolt. Fluttershy wasn't dressed up at all, instead shivering beneath Faust's wing. She turned to see Applejack was wearing a wolf costume and sipping some apple cider. Celestia had chosen to use magic in order to appear as Queen Majesty in her youth, Faust's old teacher. Luna had not donned a costume, instead going without like she and Faust had chosen.

"So, what's this all about?" Twilight questioned with a raised brow. Faust smiled and looked to Pinkie.

"You bring what I asked for?" the ancient alicorn questioned. The pink party pony snorted and then nodded her head with a wide grin across her face.

"Totally! It's not like it was all that hard either," the pink party pony replied and pulled a burlap bag from... somewhere. Faust merely grasped the bag in her magic and pulled it over to herself. Opening the bag for a moment, the mare then hummed and took a taste of its contents. The mare then nodded her head and placed it at her side.

"Now then, when I was a filly my friends and I had a tradition, once a week we'd tell each other scary stories," the ancient alicorn began, "we called it our 'Midnight Society' as we would stay up telling tales to one another until midnight came. Obviously as we got older the tradition was passed on to the fillies and colts that came after us, but the tradition was then lost due to Discord," the mare noted with a frown.

"You know I've said I was sorry about that already," Discord himself grumbled from a tree. He was also without a costume, though considering how strange he looked that wasn't a surprise.

"Yeah and I'm going to continue to berate you for it Discord," the mare replied with a frown. The draconeequs muttered under his breath grumpily. With a roll of her eyes Faust turned away from the miss matched mad pony and back to the ponies around the fire. The mare cleared her throat for a moment and then took a breath. "In any case, tonight I wanted to celebrate the old tradition with my new friends," the mare began with a smile. She then sat back with a smirk.

"So I declare this meeting of the midnight society, open," the ancient alicorn stated with a nod.

"Alright so what now?" Rainbow questioned.

"Well darling, considering its stories round a campfire we should probably pick out stories," Rarity offered. Faust instead shook her head.

"Nope, too many stories in one night would make this boring. Instead we take turns, once a week two ponies tell their tales they have found or come up with. Since I am reviving this and since Pinkie brought what I needed, we will be the ponies telling the stories tonight," Faust explained. The other ponies didn't seem too thrilled by that, however Faust then smiled and cleared her throat.

"Have any of you ever wondered where Jack-O-Lanturns came from?" the mare questioned. Several of the ponies exchanged glances before nodding their heads. "Well then, this is the story I intend to tell, It is a tale as old as can be, about a pony who managed to trick Discord," the mare began while raising the burlap sack. Discord grimaced and Celestia smirked at that tidbit of information.

"Submitted for the approval of the Midnight Society, this is..." the mare began then threw some dust from the back into the fire. The ponies nearly leaped back as the flames rose up and turned bright blue. An eerie smoke wafting up into the air as Faust cast her magic...

The Tale of Stingy Jack...

Once upon a time, a very long time ago. There lived a miserable, old drunk of a stallion who liked to play cruel pranks on any pony and every pony. He lived for years until one night he met with Discord himself in an old tavern bar. The spirit of chaos had heard tales of Jack and his pranks. The lord of chaos wanted to prove himself against the old prankster so challenged him. Jack agreed, but asked Discord to buy him one last drink.

Seeing nothing wrong with this, Discord turned himself into a coin to pay for the drink. However the crafty stallion quickly grabbed him up and placed him into his saddle bags. Stingy Jack was old crafty, greedy, and cruel and so had had his bags lined with iron to protect his coins. Discord struggled and fought for his freedom, however the iron held him at bay and kept him from changing back to normal.

Eventually Discord pleaded with Jack to set him free, the conniving old stallion agreed but only if Discord would extend his life by ten years. Being as old as he was, Jack had known he would not live for long, and so decided to gain some more time to live. Discord reluctantly agreed to Jack's terms, and so was set free. Thus with a snap of Discord's claws Jack was allowed to live for ten more years.

For ten years, Jack continued to be a cruel and miserly old stallion. The only indulgence he had was his drink. Yet after ten years of his antics, Discord finally returned. Feeling as if he could beat Jack this time the spirit of chaos challenged him once more. Jack agreed and thinking quickly he said, "Okay, but before we begin, will you get me an apple from that tree?"

Feeling he had nothing to lose Discord quickly jumped into the tree to retrieve the apple. However, Jack had been prepared for the Draconeequs to return. This time he tossed an iron net over the tree and yanked Discord down. Discord struggled and fought against his bonds but they held firm. Jack laughed cruelly and made his approach. This time the nasty old stallion wanted for The Grim Galloper to be unable to take him when he finally died.

Reluctant as he was before, Discord agreed to old Jack's terms. Thus with a snap of his claws Discord granted Jack's desire. For many more years, Jack continued to be a cruel and nasty stallion to all who he knew. Not even his family could stand to be around him. Finally, on his death bed he was left all alone. And when he passed, Jack realized the truth of what happened.

For there stood Discord, mad grin and all. He laughed and he jeered, mocking Jack for his desires. He told him that The Grim Galloper only took ponies to their final rest, and that by staying him, Jack would be forced to roam the nether plains forever more.

"B-But where will I go?" Jack questioned. Discord sneered and snorted angrily at the stallion.

"Back to where you came," the missmatched mad pony growled.

But the way back to the world was windy and dark. Jack pleaded with Discord for at least a way to light his way. The mad draconeequs hummed and laid in midair for a moment. He then smirked and snapped his claw. A tiny miniscule ember appeared in the air. Jack asked what he was to do with the ember. Discord merely shrugged and told him it was up to him from there. With one final laugh Discord vanished and left Jack to his fate.

The greedy and cruel stallion looked around for a way to save the ember. Then reached into his bag and pulled free a turnip. One of Jack's favorites which he carried with him whenever he could steal one. He hollowed the turnip and quickly placed the tiny flickering ember within it for safe keeping. From that day forward, Stingy Jack wandered and roamed the world without a resting place. Doomed to forever wander with only a turnip turned lantern to light his way.

And thus he came to be called, Jack of the Lantern... or...

"Jack O'lantern!" Pinkie crowed cheerfully. Faust giggled and nodded her head. Celestia raised a brow and sent an appraising look Discord's way.

"That was actually quite cunning Discord, using Jack's greed against him," the solar alicorn noted. The mad draconeequs merely smirked and flexed his claw.

"Please, I did a lot of great work in that age," the mismatched mad pony replied with a wave of his claw. Rainbow rolled her eyes but did admit that the story was pretty good. Not exactly 'scary' but it was in the spirit of Nightmare Night.

"An' here I though ol' Filthy was a bit miserly, that Jack feller make's him an' his daughter seem right neighborly," Applejack noted with a shake of her head. Fluttershy idly nodded her head in agreement with the orange apple mare. While she tried not to judge, 'Stingy Jack' certainly sounded like a rather mean pony.

"Well at least that explains why we have Jack-O'Lanterns, though when did it go from turnips to pumpkins?" Twilight asked curiously and Faust smirked.

"Pumpkins were easier to carve and put candles in," she stated with a chuckle. Twilight groaned and brought a hoof to her face. She agreed that it was easier and could fit a larger candle than a turnip. But what happened to tradition!

"Oooh ooh! It's my turn now!" Pinkie declared while bouncing on her hooves. Faust rolled her eyes but nodded her head all the same. "Would you do the bag part for me Faustie?" the pink party pony questioned hopefully. The ancient alicorn nodded her head. Pinkie as such cleared her throat and let out a breath. "Most ponies have heard of my uncle Mort by now and my grandpa Binkie, but don't know the story of my uncle Rhubarb 'Rudy' Pie," the pink party pony began.

"Submitted for the approval of the midnight society, I present to you," Pinkie began and Faust tossed the contents of the bag onto the flames once more. Their was another sudden rise of blue flames and billowing of smoke as the story truly began...

The Tale of Godfather Mort...

Once upon a time, though not so long ago. There was a pure white stallion named Binkman Daniel Pie, or simply 'Binky' to his friend. This strange stallion bore an odd cutie-mark, shaped like a scythe behind a skull, his talent was a mystery to most. But in his long life, Binky had found a good mare whom he settled down with. Together they had a great many years until finally they had a foal together.

The foal was weak but alive and Binky feared for him. Thus the white stallion set out on a lonely old road in order to find some pony to watch out for his son. On the path he came upon a glowing mare. She turned out to be the sun princess, Celestia herself. "Sir Binkman," said the solar alicorn, "If you would have me I shall watch over your son," she offered. However Binky shook his head.

"You look out for too many already, and besides that, only the rich prosper under rule," and with that he trotted away. For he did not truly understand how it was that Celestia had always ruled. Attempting to bring balance to the land.

As he continued on the path he soon came across Nightmare Moon, her voice came down from the heavens to speak with the stallion. "If thou seek one to watch over thy son, then look no farther, good sir. Allow me to and I shall grant him riches and all the joy he would desire under my eternal night," the mare in the moon offered. However again Binky shook his head and trotted on.

"No, for you look out for and think only for yourself and deceive too many this way," the stallion explained and went out on his way once more.

Thus Binky continued on the road until he approached a pale ghastly figure. Cloaked in black and a scythe like horn the form of Death itself approached. "Take me as the childs godfather," Mort the grim galloper stated. Binky and Mort had met before, worked before, but he was not convinced.

"Why should I accept you?" he questioned.

"Through me, all are equal," the pale pony replied honestly. Binky nodded his head and smiled.

"Yes, you are the right one, I should know well old friend," the pale stallion replied. Mort gave a bow to his old friend and then stood strong and tall.

"I will aid the boy in his life, for he who has me as a friend cannot fail," Mort intoned Binky nodded his head and returned to his home, confident his son would be well. Binky lived with his life and his son for a great many years, he had many more children but none quite like his first. When Rhubarb or 'Rudy' finally came of age Mort appeared before him. He led the stallion out into the woods and taught him of medicine and cures.

"So you see Rudy, this is my gift to you, I shall make you a great healer," Mort explained then pointed to a special herb. "For you see, whenever you are called to a sick ponies bed and I stand at their head, then give them this herb and they shall live," the pale pony began then warned. "However, if I stand at a sick ponies feet, then they are mine and nothing in the world can save them. But beware of using this herb against my will, or something very bad will happen to you."

Rudy nodded and felt that he understood. It was not long before he went out into the world and came to be known far and wide for his great skill as a healer. Perhaps the most famous of all physicians in all of equestria. Ponies spoke of his power to know almost instantly if some pony would live or die. Ponies from far and wide came to Rudy seeking his aide and so he soon became very wealthy as well.

However one day a lord grew ill and so Rudy was called to heal him. However as he approached he saw Mort at the sick ponies feet. He knew that no normal herb could cure him. However promise of great wealth or fame blinded the foolish stallion.

"If I could only deceive death for once," Rudy thought to himself. "He will be angry, of course, but because I am his godson he will shut one eye. I will risk it." He therefore took hold of the sick lord and laid him the other way around, so that Mort was now standing at his head. Then he gave the lord some of the herb, and he recovered and became healthy again.

Then in the dead of night, Mort came to Rudy enraged. "You've betrayed me," he declared dark and angry yet calmed soon enough, "I will forgive this slight once, but only because you are my godson," Mort stated then stalked closer to a fright filled Rudy. "However, should you do it again I will not forgive, and shall take you away with me," he stated and vanished in a burst of black feathers.

Soon after the lords daughter became deathly ill. She was his only child and the lord cried himself till he was blind. He soon declared that whosoever saved her from death would become her husband and inherit his lands and wealth.

Many came and tried to save her, yet all failed. Rudy was frightened of his godfather's wrath however answered the lords call all the same. "I will but take one look," he told himself, "what could one look harm," he insisted and approached the mare. However with one look at her, Rudy lost his head and made another mistake. Her beauty enchanted him, and though Mort sat at her feet the prospect of being her husband caused him to abandon reason.

He did not see Mort stare at him angrily, he did not watch as ancient chains rattled beneath his cloak like vipers. Instead he lifted the sick mare and turned her around so that Mort was at her head. Then he gave her some of the herb and within moments she began to return to life. Mort, seeing that he had been cheated once more approached Rudy from behind, "you are finished," he angrily hissed, "now it is your turn," his cold voice declared.

In a burst of black feathers Mort and Rudy vanished. They soon appeared in a large room with thousands of thousands of candles lit all around them. The candles burned in endless rows, large ones, small ones, and some medium-sized. Every instant some died out, and others were relit, so that the little flames seemed to be jumping about in constant change.

"See," said Mort, "these lights are the flickering flames of every being in Equestria. To each race or species a different candle, and in a hidden place, the hourglasses that count out how long they have left," Mort explained, "and for most those hour glasses are quite small," the grim galloper intoned.

"Show me mine," Rudy whispered in wonder. Mort chuckled and brought forth a tiny candle that was starting to dim. "W-wait, please dear godfather," the horrified physician started to beg, "please light a new one for me. Do it as a final favor to me, so I can live out my life with my new bride." However Mort merely inclined his head and brushed his hoof across his chest, then sent the candle to the side.

"I cannot," he replied. "One must go out before a new one is lighted."

"Then set the old one onto a new candle so that it might continue burning," Rudy begged. Mort merely narrowed his glowing eyes on his godson. He pretended to consider his godson's wish as he brought a new candle over, but one does not make a fool of death. A simple mistake and the tiny flame fell from the candle, it remained alight for a moment, then was snuffed out by Mort's hoof. Rudy fell dead, and Mort took him as payment for the life of the lord's daughter...

And at the same time, at the exact moment which Rudy's flame went out a new one burned bright. It belonged to Binky's granddaughter and Rudy's niece Pinkamena Diane Pie, though her friends simply call her 'Pinkie'...

"The End," Pinkie smiled and sat back as her story was finished. Rainbow and her friends gaped in shock as they looked at the pink party pony. "Holy buck! Mort can be seriously nasty when he wants to be!" Rainbow exclaimed. Pinkie idly nodded her head and yawned tiredly.

"Yeah, but it doesn't help that uncle Rudy was kind of an idiot for not listening to uncle Mort when he had the chance," the pink party pony noted aloud.

"Now wait a gosh darned minute here!" Applejack nearly shouted with her mouth agape. "Y'all mean to tell me that this Binky feller could've had Princess Celestia or even Nightmare Moon as godmothers for his son, but he picked Mort?" the orange apple mare demanded incredulously. Celestia snorted and then crossed her forelimbs as she sat back on her haunches.

"Indeed he did," the solar diarch confirmed with a single nod.

"O-Oh my," Fluttershy whispered with wide eyes. Twilight gaped openly at the admission. She tried to reason out just what possessed Binky to do what he did but drew a blank.

"Oh my, I assume there was at least a reason for your dismissal then?" Rarity questioned hopefully. Celestia sighed and nodded her head. It was a bit of a let down that Binky's family was so introverted that they barely counted as her ponies anymore. Most of them lived in areas far less 'hospitable' as they were a much hardier pony than most. Pinkie was actually the 'black sheep' of her family as it were.

"In his defense though, he did know Mort better than myself or Luna," the solar princess added.

"Aye, and he wasn't exactly wrong about the Nightmare either," Luna noted with a frown across her face. It was no secret she wasn't exactly 'comfortable' with the things she had done so long ago.

"In any case," Twilight interjected and looked to Faust. "I would assume that this is the part where we close for the night?" the little lavender mare questioned curiously. Faust merely nodded her head and called a bucket from nearby.

"I hereby declare this meeting of the midnight society, closed," the ancient alicorn stated and poured the water over the flames. They hissed and fizzled out soon after, the ponies quickly getting up and heading on their way. Faust idly picked up the burlap sack and carried it in her magic. Twilight trotted over to her 'friend's' side and glanced at the bag curiously.

"So what's in there anyways?" the little lavender pony questioned. Faust merely smiled and chuckled wryly.

"You wouldn't believe me if I told you," she responded. However Twilight raised a brow and smirked.

"Try me," she replied. The ancient alicorn rolled her eyes and then opened the bag and let Twilight see. The little lavender mare looked and raised a brow. It seemed like white dust but as she brought some to her mouth for a taste her eyes widened and her jaw dropped. "Sugar?" she gaped. Faust burst out laughing and rushed off towards Ponyville. Twilight shook her head and quickly chased after the ivory mare.

As all the ponies left, a certain Draconeequs glanced to the side. Mort stood in the shadows of a few nearby trees, before looking up to Discord. "So you do have a spine," Discord noted humorously. Mort merely glared at the draconeequs for a moment before letting out a breath.

"PERHAPS, BUT NOW IS NEITHER THE TIME NOR THE PLACE," the ancient necromancer stated. Discored rolled his eyes and then yawned tiredly.

"Yeah yeah, whatever bone head, I think I'll head to bed," the missmatched mad pony declared. Mort silently watched as the draconeequs snapped his claw and vanished in a flash. Looking out into the distance Mort chuckled lightly and turned with a flourish of his cloak as he walked into the shadows.

"ONCE A YEAR WE GO OUT AND PLAY, THOUGH I WISH IT WOULD COME EVERY DAY. A NIGHT OF WONDER AND MAGIC GALORE, A NIGHT THAT I ALWAYS LOVE TO EXPLORE. ITS ON THIS NIGHT WHEN SPIRITS ROAM, THAT I SHALL WONDER FROM HOME TO HOME. ONLY NOW ON EVE OF FEAR AND FRIGHT, IN THE DARKNESS OF NIGHTMARE NIGHT."

TBC...

Author's Note

HAPPY NIGHTMARE NIGHT EVERY PONY!!!