The Mare of The Waterfall

by RainbowSixtySix

Rating: teen
Tags: Random, Slice of Life, Dark, Romance, Comedy
Length: 19356

Comet Tail remembers seeing a beautiful mare since colt hood dancing within a waterfall and using magic to move the water around her. It was a beautiful site to behold, just two questions? Who was that beautiful mare and why does she make his heart melt? Comet and his friends are about to find out.

Also I quit doing the story "Flying Towards Success" it takes too long, plus some of the chapters kept getting deleted off my word document.

Published 1970-01-01 00:00:00 UTC
Last updated 2013-07-12 04:46:44 UTC

That Beautiful Mare

It was beautiful day for Comet Tail and his five friends, Thunderlane, Soarin, Caramel, Pokey Pierce and Noteworthy. They were all having a picnic hangout like they usually do around every weekend. They would get some food, eat it and talk about their day or just simply do various activities. Either way, they loved hanging out and it couldn't get any better than this. Right now, Pokey and Thunderlane are having a conversation about something. Caramel is relaxing against a tree, Noteworthy writing a song and Soarin is doing some aerial tricks.

However, Something was wrong with Comet. He was quiet, very quiet; he hasn't said a word since they got to their usual spot. That's when Noteworthy decide to say something if nopony wasn't.

"Hey...uhh...Comet? You okay?" He asked.

Comet slowly turned to the blue earth pony and slowly smiled which was creepy to the singer. His smile grew shorter as the yellow stallion sighed. He nodded and then continue on reading.

"Why do you ask?"

"Well...you've been reading the same page for 20 minutes, it only takes you 5 minutes to read 2 pages and your just staring into it. Is there something on your mind?" Noteworthy asked again.

All of Comet's friends soon stopped what they were doing and turned their attention to their yellow friend.

"Umm....I'm okay?" He lied.

Caramel trotted over to him and wrapped a hoof around Comet's back, He gave a suspicious look and spoke.

"Uhh Comet? We've known each other for 3 years now. Just tell us what's on your mind"

Comet took a deep breathe, all of his friends gather around him as he begin to speak.

"Well, I had that dream again, about the mare that was at the waterfall. She was beautiful with the water dancing around her and moving with her magic. It was just so alluring, I couldn't get a good look of her since it was only silhouette. But the way the night made her sparkle was just amazing enough" He blushed.

Soarin looked like he was about to barf while the others simply just nod and blush.

"I say Comet, She sounds very enticing, When did all this happen?" asked Pokey.

Comet begins to tell the tale of how met this beautiful mare at the waterfall. "Well, It all began in Celestia's Magic School of Gifted Unicorns"

Flashback

It was around night time, Comet was spending time in the Celestia School library with his friend Written Script. They were looking into stars and comets for the project. And had to make a Comet out of a magic to pass.

"Wow, this Comet Making spell is harder than I thought, I don't think I'm cut out for this crap! I'm a writer for Celestia's sake!" exclaimed Written

Comet chucked and shook his head, he then gazed out of the window and noticed the stars and moon. He smiled as a idea begin to formulate in his head.

"Hey Written, I'll be right back okay. I'm going to go for a midnight stroll to get some inspiration" Said Comet

"Hey! Comet! We're not supposed to be outside during nighttime, You'll get in some serious trouble!"

"Don't worry Written, I'm be gone and back before anypony realizes it. Trust me"

And with that, the yellow unicorn left the library and quietly, Good thing he learnt how to be sneaking from his older sister, Allie Way. Otherwise he would had been caught the moment he walked out the library door. He finally reached the exit of the school and opened the twin black doors.

"Ah fresh air, the night sky looks very beautiful; Just like Princess Luna" He thought to himself

Comet begin his walk throughout the Celestia School Park, Truth be told; his plan really wasn't to gain inspiration from the sky. He just wanted a break from the project and enjoy a nice quiet walk.

Play Background Music

The air was especially warm today and moon was illuminating beautiful along with the stars, funny because he had ability to move the star themselves, that explains his cutie mark. He chuckled to himself and continue his walk, He begin to walk down a stone path and noticed a forest.

"Hmmm, I never noticed that before....I guess it's safe to go in...better use some light" With that Comet use a illumination spell and begin to walk through the forest. It wasn't as dark or scary as the Everfree Forest, but it still sent chills down his spine.

"How come I never seen this part of the school before? Is it secretive or something?" He asked himself.

It reminded him of the legend of the Slendermane, how he stalks ponies and kills them. Comet hoped that monster wasn't in this little forest. His thoughts were soon interrupted when heard rushing water up ahead.

"Huh? Rushing water? That's odd?"

Wasting no time, he kept walking forwards until he reached the ending of his path, there's was a light, feeling curious Comet walked right into the light and it lead to him something surprising.

(End of Song)

"What the tartarus"He muttered

What the yellow unicorn saw was a beautiful. It was a waterfall and beautiful land, the rushing water to his ears were peaceful and the air felt so warm. The sight was just breath-taking to him, he had to get a closer look. Comet trotted down the rocky path carefully so he wont trip and hurt himself. Finally he had reached to a closer view and smiled at it's beauty.

"This is amazing, Why has this never been discovered?! This is so incredible, I can't wait to tell Written, Graphite and Amethyst about this. I made a remarkable discovery" Comet said to himself

Suddenly, he heard a splash that didn't came from the waterfall. It was strange, was there somepony else here? Well if there is, there goes his remarkable discovery. He begin to search for the source of the sound, when he did, he found a silhouette of a mare.

"Whose that?" He asked himself.

Click here for background music.

The mare was on top of a stone facing the waterfall, her horn was glowing a lavender color aura and suddenly blobs of water begin to surround her. She then move them around her gracefully and spinning while she was doing it. Comet Tail was completely amazed and hypnotized of the beautiful dance coming from the beautiful mare. He couldn't see her, but he knew that she was beautiful.

"So....beautiful" He muttered.

The mare then made water rings around her body and made them float up towards the sky. She then start making them into shapes from stars to hearts. After she was down, she exploded the water and the drizzles of the water begin to shower on her, making her sparkle like a diamond.

"She's so beautiful....who was tha- AH!" His thoughts were interrupted when he slipped on a rock and fell into the water

"AH! I-IS SOMEPONY THERE?!" The mare called out, for 5 minutes of not receiving an response, she use a Teleportation spell and then she was gone. Soon, Comet resurfaced from the water and looked around.

"Hello? Hello? M-Mare? Are you there?!.......Darn.....she left.....I scared her off....." He sighed as he climbed out of the water and decide to go back to the school.

(End of Song)

End Flashback

All of Comet's friends were completely shocked at the story Comet just told them. After a moment of complete shock and silence, Noteworthy decides to break it.

"Okay...so let me get this straight. You were in Celestia's School of Gifted Unicorns?"

"Yup"

"And you saw this amazing forest that led to an amazing waterfall?" Pokey and Caramel asked in unison.

"Uh huh"

"And you meet this beautiful smoking hot mare that was dancing in the waterfall making tricks -n- stuff?" Asked Soarin.

"You got that right...."

There was once again, a moment of silence. Then Soarin had an idea, his smile formed a wicked grin as he looked at his yellow unicorn friend. It was creeping him out really, wondering what the wonderbolt could want.

"Say, Comet? How bout we help you find this beautiful pony. Who knows, you two might get together once we figure out who it is"

Soon, everypony begin to chime in with Soarin's idea.

"Yeah, it could be fun Comet? Whaddaya say?" Caramel asked.

"I really wanna help you Comet, So let's do this as a team! Come on!" Thunderlane chimed in.

"Who knows, this might make me a perfect love song once all of this is figured out! I'm helping you Comet ,either you like it or not!" Noteworthy said with a stern look on his face.

Before he knew it, Pokey Pierce joined as well and smiled "Alrightly! Detective Agency! Team Blue is to go!"

Soarin sighed "For the last time Pokey, were not a blue team...."

"Yes we are, I am blue, your blue, note is blue, Caramel and Comet have blue eyes and Thunderlane has a hint of blue in his mane" He smiled.

The rest of the colt 6 just stared at Pokey with utter confusion.

"Okay!...Well, Alright. Let's do this. Let's figure who is that beautiful mare is!" Comet commanded.

"Yes Sir!"

Is she the one?

It has been 5 hours since Comet and his friends had began their "adventure search". They had tried everything to find out about the mysterious mare that haunted Comet's dreams. They had tried everything from Soarin's "Big Book of Sexy Mares" which was completely ridiculous to going up to every mare in ponyville. That was very embarrassing on his part, it was like he was on a dating show or some sort.

"UGH! Over 200 mares and NONE fit the description!" Soarin yelled.

"Well...I can't believe we asked the ENTIRE civilization" Said Noteworthy.

Comet was too deep into his thoughts to even hear them, Who was that mare? why does she keep haunting him and just why does he like her so much. He sighed and looked up at the sky, the sun is already setting. He needed a good book, to wipe all this embarrassment and thoughts away, he needed a well written book.

"Hey guys! It's getting kinda dark. I'm gonna turn in" Soarin called out.

"Yeah me too, I got work in the mornin " Said Caramel

"I have a song to write, I'll catch you folks later" Noteworthy said

"And were going to Las Pegasus to see some old friends" Pokey and Thunderlane said in unison. Soon the 5 of the Colt 6 or Team Blue in Pokey Pierce's saying were gone. All there's left was Comet Tail, He sighed thanking Celestia that whole ordeal was over with. With that, he headed towards the Ponyville library to get his good book to do away these thoughts. His walk to the library only took 5 minutes and he was thankful that it wasn't closed. He knocked on the door and waiting for somepony to answer the door. He heard steps, but it didn't come from a pony; he had to assume it was Spike getting ready to answer the door. And his speculations were confirmed, it was the little purple dragon he grown to love; Spike.

"Heya Spike; Can I come in?" He asked.

"Uhh...su-sure! But why are you here at nightfall?"

Comet was surprised, only 6 minutes had passed and it was nighttime already? Hm. I guess Luna just get's the job done. He smiled at the baby dragon and spoke.

"I wanted a good book to read, I had a really rough day that I do NOT want to talk about" He explained as he trotted over to the book shelves.

"Yeah me too, you have no idea. Try watching everypony's pet and talk back to me about a Rough! day" Spike said with a hint of irritation in his voice. "Never again" He muttered.

Comet chuckled until he heard the sound of hooves clopping against the floor, The yellow unicorn turned around to see a lavender mare staring at him with a small smile. He blushed a bit, she was a bit cute but he didn't like her or anything.

"Hey! Comet! Didn't expect you to be here today? What brings you here? Another book maybe?" She guessed.

"You guessed right, Twilight!" He confirmed.

"Oh! Then I just know the book!" She smiled as she dashed towards the book shelf. She then scanned one shelf that labeled  "Fiction"

Comet couldn't help but stare at the lavender mare, she was beautiful, very beautiful. How did he not notice this before hand? Wait a minute, he remembered something. The silhouette he saw within that waterfall had the same mane style as Twilight, Could she be!? Could she really be the mysterious mare?! But then again, most ponies have that mane style so it's highly unlikely that it was her.

"Hey Comet! Here's a book that you should give a good look in! It's called "Nebula Light's Adventures through Equestria, it's got alot of astronomy and action in it. I hope you'll like it" She said with a hinted blush.

Comet smiled and use his magic to levitate the book to him. He shook Twilight's hoof and looked into her purple eyes, "I love it Twilight. I can't wait to go home and read it" He replied.

Twilight's face blushed a little more the moment his hoof touched hers. She shook her head and smiled and looked at the yellow unicorn. "Yeah...." She said absently while staring into his eyes.

There was silence for at least 30 seconds until Spike broke it with a loud yawn. "Twilight! I don't know about you, but I'm gonna go catch some Z's" He said as he crawled into bed.

Twilight was starting to feel tired herself, she yawned and then looked at Comet tiredly and smiled. "Yeah, it's getting pretty late. I'll see you later Comet"

"Yeah, I see you soon too Twilight, Night"

"Night"

And with that he left the library, he left with his new book and something on his mind. "She's very beautiful, how come I haven't notice before...and what is this weird feeling in my chest. Well whatever it is, I need some rest. I'll read this book later "

However, Comet was being watched by a white stallion with an blue mane, he glared at the yellow unicorn and spoke with venom in his voice.

"I hate that ponyville living cur! How dare that wretched colt get feeley on my Twilight, He'll pay....He'll pay dearly"

Crushing on the Shooting Star

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She was dancing among the waterfall, controlling the water and moving it around gracefully. Ever since Celestia had brought her as her personal and faithful student, she's been practicing magic for a while. Many ponies also claim that her level of magic surpasses even that of a royal guard, which she believes is just mere exaggeration. Her thoughts were interrupted when she heard a loud splash

"AH! I-IS SOMEPONY THERE?!" She shouted out into the darkness

She waiting for a response, but nopony was there. Maybe it was just a fish or a rock that fell into the water, Yeah that's it. She sighed knowing that her mind was just playing tricks on her

"I better head back to the dorm, Lyra and Vinyl are probably worried about me..." She said as she used a teleportation spell to leave

-

Suddenly, the lavender mare woke up. It was morning and the sunlight had attacked her face, she sighed as she shielded her eyes from the harmful rays. She had the dream again of her in a waterfall and a splash, she had no idea of what could it mean. It really bother it that she'll never figure this out, just like Pinkie Pie's Pinkie Sense did. She sighed once again and climbed out of bed. After that she did her daily routines around the house, take a shower, eat breakfast, read a book and run some errands with Spike.

The next thing she had to do was chores around the house with Spike and then hang out with her friends. While doing this there was one stallion on her mind: Comet Tail. The stallion she had met during Applejack's speech, she stood next to him while watching her friend. He was an interesting pony in her eyes, how he loves astronomy as much as her and how smart he really is. He was everything that a bookworm mare wanted in a stallion.

Click Here For BG Music

"Oh Comet...."She muttered with a blush on her face.

Truth is, she has a crush on him. A HUGE crush, however, as smart as Comet is. He does not notice it at all, even with all the blushing she does.

"Why Comet?....why must you be dense about my feelings......" She said to herself. Before she knew it, all of the chores were done. Later, she was just reading a book until she heard a knock on the door. That had to be her friends, when she answered the door, she was right.

"Ah, Howdy Twi, Yall ready fer our special day together?" Asked Applejack.

"Of course, Come on Spike. Let's go" She called out. The baby dragon smiled and followed the mane six towards their usual picnic spot. Rarity used her magic to set up the blanket and her sofa since she refuse to lay around on the grass. Applejack pulled out the picnic basket that contain daisy sandwiches and apple treats. Pinkie Pie randomly pulled out an radio and started to play some music, while Fluttershy and Rainbow Dash just relaxed and enjoyed the music.

"Alright yall, have sum delicious daisy sandwiches and apple treats" Applejack called out.

The girls gotten their treats and sandwiches and begin to feast. After 10 minutes of eating their snacks, they begin to converse on little things such as how was their day, what did they do and what's new happening? The questions seem normal until Rarity brought up an uncomfortable subject: Stallions! Why did she had to bring this up now?! Just why?!

"So, Applejack deary. Is there any stallion that has caught your interest?" Asked Rarity with a wink.

"Beg yer pardon?" Asked the farm pony.

"What Stallion do you like?"

This put Applejack on the spot, there was nopony that came to her mind like that. She's usually focus on work, friends and family. She blushed and decide to tell a lie, even though she was bad at lying.

"Umm...ah....well..."

"Go on...speak up?"

She really wanted to say Caramel, but unfortunately he was taken by that prissy mare, Sassaflash. How she always thinks she is better than everypony else, She was worse than Trixie. She sighed and thought of the pony she hope to never say, Goldengrape.

"It's...uhh....G-Goldengrape...I like uh...Goldengrape" She lied.

Everypony was a bit shocked from this answer but decide not to ask why, well almost everypony.

"Really? Why?"

"Well...uhh...he's hardworkin and kind...and uh...cute?"

There was a moment of silence until Rarity called for Rainbow Dash and asked her the same question. As predicted, Rainbow Dash said that she isn't into the whole crush thing, though she was bright red. Fluttershy meeped and avoided the question, Pinkie Pie just shook her head and kept rambling about others things that were unrelated to the topic. Rarity smirked and looked towards Twilight.

"Twilight, Darling? Who are you crushing on?" She asked.

"Umm...Nopony!" She blushed.

Rarity knew her friend was lying and decide to press further, "Come on dear, don't be shy. Tell us"

Twilight blushed even more, she knew they would know eventually and she couldn't keep this secret from her best friends. She needed to tell them, she took and a deep breath and spoke in a fluttershy tone.

"comettail...."

"What was that Twilight?" Rarity said.

"Comm....tai......"

"Excuse me Twilight, but could speak up?...umm...if you would like to that is" Fluttershy asked.

Twilight couldn't take it anymore, her emotions were about to explode, She then yelled where almost everypony could hear her.

"COMET TAIL! COMET TAIL!! I LIKE COMET TAIL OKAY!!!" She yelled.

All of her friends were shocked from her outburst and the name she called out. Rainbow Dash, however was shocked the most since she knew Comet Tail since foalhood.

"You mean that super awesome unicorn?! Way to go Twilight!" She cheered with excitement.

"That Comet Tail does have a good heart"  Applejack commented.

"I know, and he was the first unicorn to fl-...he's super awesome! Almost as awesome as me of course....almost" She commented as well.

"HeyTwilightWhydoyoulikeCometTail,isbecausehe'ssupercool,orsuperfunnyormaybebecausehelovespartiesjustlikeme becauseIlikepartiesand -"Her mouth was suddenly shut by Applejack's hoof.

"Sugarcube, just explain to us why ya like stallion" She smiled.

Twilight blushed and had a small smile as she begin to explain. Her heart was beating fast as she felt a bit hot in her face.

Click Here For BG Music.

"Well...He's so nice and pure of heart, he always there for his friends and family. He always gives the bad second chances and believes nopony is evil at heart. He'll sacrifice anything to make anypony happy, It's like he's Equestria's guardian angel...and I have a crush on that angel. I know this sounds silly of me for saying this....but when I'm around him, I just know everything is going to be okay" She explained.

Rainbow Dash was making barfing noises while the rest of her friends just awed. Twilight was already too red in the face, she just confessed her feelings about Comet Tail to her friends. Boy, this is going to be a long picnic day.

~ Later that day.

Twilight and Spike trotted to their home when they spot a familiar white stallion standing at the door way with a smirk on his face.

"Oh my celestia.....Orion?!" Said a shocked Twilight

"Hello Twilight, It's been too long....." Greeted Orion.

Orion Makes His Move

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Twilight was completely shocked to see her long time friend just pop out of nowhere. What was he even doing here in ponyville? This was very strange to the lavender mare. It's been 2 years since she last saw him

"Hey Orion? What are you doing here?" asked Twilight.

The white stallion trotted over the pair as he chuckled, Spike always had this bad feeling whenever he's around him, like he was an awful stallion. And the truth is: He is, Orion is nothing but a cheater, liar and theif and Spike became this dirty pony's witness. It sickened him that he's back and he's after Twilight, Spike just wish that Twilight will see the very dirty snobby pony he really is before it's too late.

"Oh I just came here to visit my favorite mare in all of Equestria, my father gave me a break from me helping out with the family business back in Canterlot. So I decide to say hello and stay in town for a couple of days" He explain.

While Spike grumbled something incoherent as Twilight just nodded away, only understanding only a bit of what he just said.

"Right, well come on in Orion, Spike open the door for him. We have a lot of catching up to do young colt" She said.

Orion chuckled as he trotted inside, not knowing that Spike is keeping an eye on him.

-

The 3 were just sitting in the middle of the library home making conversation and what not. Spike will shoot a few glares at the white stallion whenever he makes flirting comments about Twilight.

"So...Twilight, any stallions in mind?" He asked with a grin.

Twilight blushed as she looked around to avoid eye contact, why is everypony asking her that question? Does she have a sign on her back that says "I love Comet Tail"

"Well uhh...he's smart, cute and brave...and alot of ponies seem to look up to him. You could say he's like the stallion version of me" She chuckled and blushed.

Orion grinned and thought "Of course she's talking about me, there is no way Twilight could be in love with that failing coward Comet Fail

However, his thoughts were shattered when he heard the name of the stallion that she's infatuated with.

"Comet...Tail?"

SHE LIKES COMET TAIL!!! GRRR CURSE THAT UNICORN TART!!! He roared in his mind.

"Y-Yeah? Is that a problem?" Asked Twilight

"Yeah Orion! Is that a problem" Asked Spike with a smug grin on his face.

"YES!!"

"No...I'm just surprised." He admitted. But deep down, he was furious. He wanted to kill Comet for getting Twilight so infatuated with him. He was going to tear them apart and get Twilight to love him no matter what. No low level pony deserves the princesses faithful student.

"Well..I'm proud of you for finding a stallion worthy of your life" He lied.

He just couldn't stand it, it pissed him off to know that his 'destined' lover was in love with that piss ant Comet Fail. He wont allow them to be together, even if it means killing Comet Tail...he'll take his love Twilight by force. But not yet, it's too early to take action.

"Oh! Excuse me you two, I have to do something upstairs important! I'll be right back!"  Twilight said as she ran upstairs to check up some books.

As soon as Twilight was gone from view and earshot. Spike shot a dirty look at Orion and pointed an accusing finger at him.

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"I know what your trying to do!"

"What am I trying to do you cruddy looking creature?" Smirked Orion. The white stallion knew just how to press the baby dragon's buttons.

Spike was glaring daggers at the stallion and growled. "You know exactly what I mean!"

Orion just kept smirking and shook his head as he looked devilishly at Spike. "You mean, getting rid of Comet and keeping Twilight for myself? Why yes! I hate that tart Comet! Always getting alot of praise! I am the elite! I am rich! He is poor! Why would Twilight like somepony like THAT!"

Spike just grinned, "She likes him, because he's a not a big dumb cheating lying jerk like you!" He pushed the stallion, but he didn't budge.

"Oh! So you like pushing ponies do you!" He pushed the baby dragon far and his little body hit the shelf. When he did, a vase that fell on the floor and cracked. The noise was loud enough for Twilight to hear, the lavender teleported downstairs to see the vase that her mother gave her was broken.

"Oh no!.....Who did this!?" She asked with a hint of anger in her voice.

Spike was quick to respond, he pointed towards Orion. "He pushed, me! He kept saying how he would use you an-" The baby dragon was cut off from Orion.

"That's not true Twilight, he just pushed me and I tried to move him away. But he fell into the shelf and knocked over that vase there. The use you part was all a lie my dear" Orion lied.

Spike growled and kept shouting out that it was Orion's fault, while Orion just kept quiet after he just explain what

'happen'.

"Spike! I'm very disappointed in you. Not only you broke something valuable! But you lied and tried to shift the blame on Orion!"

"Bu-But I-"

"No Buts! We are going to have a looong talk about this in the morning Spike! I'm so sorry Orion! I just don't know what had got into him or why he dislikes you so much" Twilight apologized.

Orion faked cried and nodded, "Yeah. It's painful how ponies just judge you before they get to know you" He faked sobbed.

She nodded, knowing that feeling how she was outcast in magic kindergarten just because she loves books.

"Well...It's getting late, I better get to bed. Goodnight you two!" Twilight said as she left upstairs still a bit angry for Spike 'lying' to her.

Orion smirked and patted the clearly pissed over and sadden baby dragon. "Oh not to worry Spike...It's okay, it's just a talk"

"You wont get away with this!" Spike declared.

"Ah! But Spike.....Twilight is at the front of my hoof. I have total control over her....and soon, I'll take you, her friends and Comet fail out of the pictures." He stated as he approach the front door. He stopped at the front door and looked back Spike with a devil smirk on his face.

"I will remove all obstacles in my path..in order to reach the goal" With that being said, he left the house leaving a crying Spike in the middle of the floor.

Orion grinned madly as he trotted to his hotel, He was happy how things went as planned. With the next day coming with 7 hours,his next step of his plan of will go.

"Next step: April Showers!" He said to himself, knowing he's getting closer to Twilight's heart.

Alicorn of Dreams

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Comet Tail was in a white void, it was completely silent and empty. He trotted around the white void, searching for other ponies.

"Hello!" He called out.  His voice echoed through the void, repeating and fading. He continued to trot through the void looking around.

"Just what in the Equestrian world is this place....?" Comet asked himself.

"Why you're in your dreamscape my dear Comet" said the embodiment voice.  Comet Tail looked around for the source of that voice, but as before, nopony was around.

"W-Who said that?! Show yourself!" Comet demanded as he began charging up golden magic with his horn, ready for the moment to strike.

"Very well" The voice replied. Before he knew it, a black silhouette with a pair of purple familiar eyes appeared right before him. The silhouette was sparkling like an diamond and looked very graceful.

"Wh-Who are you?" asked Comet Tail with slight fear in his throat, but still he still held his ground.

"Be not afraid Comet, I am Illusia, The Alicorn of Dreams" Said Illusia with a big flick of her wings.

Comet was surprised, Illusia. A pony who can control dreams and induce sleep, this was simply amazing to him. But something wasn't right, how come he hasn't seen in the outside of the dream world.

"Princess Illusia?"

"No...just call me Illusia...I am no princess." She interrupted with a sad tone.

"Umm...sure...but how come I had never seen or heard of you in Equestrian History...or for that matter just WHAT are you?! I know your name and all, but I need to know more"

Illusia sighed and looked at the yellow unicorn with a sad look.

"Alright, it is your dream....I will tell you....everything" She said.

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"My name is Illusia, I'm.......Celestia's Sister" She confessed.

Comet Tail was completely astonished from this revelation, He thought Luna was the only sister to Celestia. He didn't know there was another sister.

"Bu-But I thought Luna was the only sister!?"

"Yeah...that's what the canterlot archives wanted you to think. At least, that's what Iwanted you to think." She replied.

Comet was confused, what did she mean by that? What had happened?

"You see, Our Father, Cosmos who is the Alicorn of Space and Time had 4 daughters. Celestia, the alicorn of the sun, Luna, the alicorn of the moon, Viridia the alicorn of nature and myself, the alicorn of dreams. We would always play and laugh together as a family. However, 1010 years later an accident happened." She explained.

"W-What do you mean?"

"I was taking everypony to the dream world for a little adventure trip, however a certain white colt by the name of "Orion" was making it difficult."

"Why does that name sound so familiar" Comet thought.

"Because you and him are from the same birthplace Comet" Illusia answered.

Okay, Comet was freaking out now, Not only this pony was the controller of dreams and nightmares and is the sister of Princess Celestia and Luna. BUT! She can read MINDS?! This is a bit creepy.

"Do not fret, I will not intrude into your mind again. I just like to wish to continue please" She said.

"Uh...y-yeah...right" He said gaining his composer.

The dream alicorn cleared her throat and looked at him and sighed "He kept wandering around the dream world by himself, trying to find a way to get Twilight to be infatuated with him"

"So this pony is in love with Twilight, but is going through incredible heights...I feel kinda....jealous" Comet thought

"Don't be, you have a chance" She said.

"STOP THAT!" Comet shouted with a blush across his face.

"Sorry...couldn't help it that time" She replied, Comet could of sworn he heard a giggle. Illusia decided to go back to the task at hoof.

"He traveled through the dream world and found the dream factor, it was a jewel that kept ponies who enter the dream world alive. He decided to destroy it just because of how much burning hatred he had for me. The whole dream world shattered, many ponies died within it...but he escaped without a scratch. But me, I was stripped from my powers and I've been stuck here ever since. I felt so much pain because I couldn't save them...and I couldn't save myself." She finished with a few tears streaming down her beautiful face.

Comet was sad and angry, how dare this pony kill innocent ponies and not feel any remorse. He forgave anypony, ANYPONY! even Jeff the pony killer has his forgiveness! But this...this is just low! very low! He'll never forgive him! EVER!!

"Please Comet Tail....Please....stop Orion...he's after Twilight, your friends and her friends. Just to be crown as prince" She said.

"But...Illusia...but Twilight isn't a princess..." Comet replied.

"She's sort of one. Remember the Changeling attack" Illusia said as she activated the flashback.

flashback

A Changeling was just about to attack Comet Tail, as Comet Tail just looked at it oddly.

"Aren't you afraid?" asked the Changeling.

"Slightly. Why?" Asked Comet.

The Changeling got angry and was about to attack him when all of the sudden he was blown back by a pink force field. Comet just shrugged and decided to trot back to the wedding like nothing happen.

End Flashback

"You were very brave" Illusia commented.

"Well..."Comet blushed.

"But! Twilight is slightly a princess because of her brother's wedding, which makes her very famous. Comet! Please! Stop Orion at all cost. Before it's too late! Your the only one who ca-" Suddenly! Comet woke up from his dream.

"Illusia....Illusia! ILLUSIA!!!....What we're you going to say?....." He sighed and looked at his window. It was early in the morning and he got up and looked very determined.

"Don't worry Illusia...I'll find a way to bring you back into the Equestrian World! And I'll stop Orion with my bare hooves! I'll never forgive him for what he has done! I wont let anymore innocent lives be taken away just because of his greed! I promise you this Illusia! He WONT get away with this" promised Comet as he walked out of the door with a serious look on his face.

The Plan to Eradicate Comet Tail

Orion smirked as he trotted over to a certain mare's house.  He knocked on the door and waited for somepony to answer until he heard a familiar voice.

"I'm coming, I'm coming" said the mare.

Opening the door was an pale blueish green pony and sea blue mane. She had a raincloud for a cutie mark and blue eyes.

Her name is Medley, but her friends call her April Showers. She is Comet Tail's ex marefriend, Orion smirked at the blue Pegasus deciding to go phase 1 of his plan.

"Umm...who are you?" asked Medley.

"Hello...Medley" He grinned in a sort of creepy way.

Of course this creeped out the pegasus, "Umm...may I help you?" She asked as she slowly backed away. The white stallion trotted inside without being invited. He looked around and gave her that creepy smirk again.

"So is it true that you used to date Comet Tail?" He asked.

Orion was earned with an death glare.

"So what of it?" She asked.

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Orion chuckled evily and looked at medley as he approached her slowly like a snake readying to strike it's prey.

"I heard of that "Incident" with you and Comet a long time ago. And how he betrayed you?"

She remembered, how Comet always think of himself and put himself in danger. How there was that certain pegasus named "Raindrops" that she hated was saved by him. It hurt her on how he would always help her and not his own marefriend. He betrayed her and hurt her. He WILL PAY

"I am here to help you out, You see; My lover Twilight is infauted with that fool Comet Tail, but I need him out of the way. He'll just fail her and make her misarable." Orion explained to the tortquise mare.

Medley agreed, all he cared about was the ponies in Equestria and want to look out of them. But when it comes down to him and or any of his friends, he's careless. It pissed her to the bone on how he acts around ponies.

"I will accept you're help, but I want to know one thing."

"Yes?"

"What's my part in this plan? What are we going to do to him?" She asked with a small hint of worry.

She may hate Comet Tail, but she doesn't want him to die. She was worried if this plan will go way to far. But she want him to pay. Orion saw this and decided to half lie the plan. If he told her the truth, she will turn him in and the plan will fail.

"Relax. We'll just get him to be hated by his friends and everypony in ponyville. So that way, he'll be exiled. If you're wondering what's your part in this, I'll tell you once we start it." He smirked.

She nodded but was still confused, the vibe coming off from this guy was chilling she doesn't know if he's okay to be trusted or not. So she decide to be part of his plan, anything to be rid of that annoying unicorn that hurt her.

"Yes...phase 2 of my plan completed....now onto phase 3" He thought

"When will we start the plan?" asked Medley.

"Tomarrow, Comet Tail wont know what hit him." He said and winked at the pegasus. Which sent chills down the pegasus's spine.

"Uhh..right."

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Orion walked up to the window and looked down at the ponies who were playing and enjoying their lives.

"Tsk, look at them all...foals haven't realized it yet. It is my destiny to become the new ruler of this world. Everything in in the front of my hoof. Comet Tail....your days of being in Equestria are about to end"

Medley kept looking at this new stranger and that's when it hit her. She doesn't even know this guy name and haven't even seen him before.

"Hey uh...who are you? I mean...you seem to know me, but I don't even know you" asked Medley.

Orion sighed and looked at her with an bored expression. "My name is Orion Sky, but just call me Orion. I am the son of the very rich Bruce Mane."

Medley was shocked, she didn't know he was riched and he was the son of the billionaire Bruce Mane. But something wasn't right here, Why does Orion hate Comet Tail so much. He's rich and Comet Tail's poor. It just didn't make any sense.

"Hey Orion?"

"What?"

"Why do you hate Comet Tail so much?"

"It's top secret. I rather not tell because it's very personal. Don't worry, we are NOT going to kill him or anything" he lied.

She nodded but wasn't so sure yet. She would have to find out herself why he hates him so much. Orion sighed and walked up to the door.

"Be sure to get plenty of sleep today. We'll start the plan by noon. I need to pay Twilight Sparkle another visit" He smiled almost evily.

"Wait? Why? What are you going to do to her?" She asked a bit of worried in her voice.

"Relax mare. I will just say hi and borrow something from her. No harm done. I can see you don't trust me fully. No matter. I will be going now. I bid you adeiu mare. " He said as he left her house.

Medley just stared at where Orion just left at. Could this guy really be dangerous or is her judgment is getting the best of her. She didn't know, Medley looked at the sky and realized it was the afternoon. She needed to take a walk and think about things.

"I need to clear my mind"

Breaking and Entering Is Magic Part 1!

Comet Tail sighed and took a deep breath. Today was the day! He trotted out of his house and looked at the sunsetting sky.

"Soon..." He muttered.

He trotted to the train station where he met an pale blue pegasus and caramel - colored earth pony. Comet recognized them as Soarin and Caramel.

He wondered why the two of them were at the train station. So he decided to ask them what's up.

"Soarin?! Caramel?! What are you two doing here?" asked the yellow unicorn.

The two ponies, turned around surprised to see their friend Comet there. "Oh hey CT! " Soarin replied.

"Hey, Now where are you two going?" Asked Comet.

"Well, Soarin wanted some donuts and pies from Pony Joe's. Then wanted me to come with him" Caramel explained while giving Soarin an deadpan look. Soarin just gave the caramel colored pony a sheepish smile while saying that pies are one of his 'guilty' pleasures.

Comet just chuckled and shook his head.

"What about you CT?" asked Soarin.

Comet looked at the incoming train and spoke in a low voice, "I'll tell you once we get inside the train..."

Soon the train came to a stop and the doors open for all the passengers to come out and in.

"ALL ABOARD!!" Shouted out the conductor.

The 3 stallions nodded and entered the train and found an secluded area to sit in. After waiting for 5 minutes for everypony to settled in their seats. The train started and Comet began to tell his reason.

"Well....I'm gonna go infiltrate someponies house....And that somepony is Orion!" He smirked.

"WHAT!?!" They shouted in unison.

Everypony begin to look at the trio with a couple of glares and annoyed looks.

"U-Uh...sorry....my two friends were just excited about.....ya know....pies and donuts...ahehehe" Comet called out with an nervous laugh.

"Keep your voices down you two. I don't want to get in trouble"

"Uh...right...just surprised. Didn't think you were the troublemaking type" Caramel replied.

"Yeah" Soarin agreed.

Comet sighed, he knew he had to tell his reason why. But would his friends judge him and try to stop him? Only one way to find out.

He took a deep breath and looked at his two friends. "Well, You see I had a dream. More like a message from an alicorn called Illusia: The Princess of Dreams"

"The princess of dreams?" Said Soarin.

"Yeah, she said she was Celestia and Luna's sister and was trapped in the dream world. Orion did that to hear and killed innocent ponies. a lot of them. He is also going after Twilight....he could hurt her friends or you guys just to get to her" Comet explained.

"Yeah, I heard about that incident that happened in Canterlot, I was just an colt back then. But why do you need to break in Orion's house?" asked Caramel.

"Yeah, I don't understand why?" Said Soarin.

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"Okay here is the plan, I am trying to find some evidence or reasoning why he is doing all of this. I know it's just to get Twilight's love. But that can't just be it, There has to be something else right?" Comet explained.

"Yeah, now that you mention it. His reason does have some flaws to it. There has to be something else" Caramel replied.

"Right! So I'm gonna help you out CT!" Soarin said with an smirk on his face.

"Yeah, I nee- wait?! what?" the shocked yellow unicorn said.

"But what about the pies and donuts that you were craving for all day?" asked Caramel.

He just chuckled and said that it could wait til later, helping his friend out was more important. Comet smiled and looked at Caramel if he wanted to join in too.

Caramel sighed and he looked at his two friends who had hopeful looks on their faces. "Alright...as much as I hate this idea, I'll join you too. But only to save one of AJ's bestfriends"

Soarin gave the caramel - colored pony a smirk and raise an eyebrow. " Still crushing on Applejack huh?" he asked.

Caramel blushed and stammered. "Well...uhh....n-no...I mean...I-...uhh"

Both Comet and Caramel chuckled at their friends embarrassment. After talking about other things and sharing a few laughs here and there; they had arrived in Canterlot.

"CANTERLOT!!!" The conductor shouted out as ponies trotted out the train.

"Here we are boys! Canterlot" Comet said as he stepped out of the train. Soarin and Caramel followed in suit. It was soon getting dark out, and they decided to stop by at Pony Joe's to get some snacks. Well, snacks for Soarin of course.

They trotted to the shop and was greeted by the buff stallion "Hey guys!" Joe called out.

"Hey Joe" They said in unison.

"Taking good care of my sister Allie right?" Comet asked.

"You know it. Now then, what do you 3 would like today. You better hurry though, I'll close in 10 minutes." Joe warned.

Soarin panicked and quickly wanted an apple flavored doughnut! Joe nodded and went to get the chosen donut for the wonderbolt.

"Alright you guys, we are going to break in when it gets dark" Comet said secretively

"Got it, that way nopony can see us" finished Caramel

"Right" Comet replied.

Joe came back with the donut and Soarin payed for the treat. After saying their goodbyes, they head towards to Orion's house. IF they can find it that is. Which was an huge problem after spending 14 minutes walking around aimlessly.

"Ugh! We've been searching for hours and we can't find that dude's house!" Soarin exaggerated.

"Soarin, It's only been 14 minutes" Comet deadpanned.

"Well, it feels like hours. I just want to get this over with and head home already" Soarin replied.

That's when Caramel found the exact house they were looking for "Um, you guys? I found it"

Soarin and Comet Tail looked over to see an mansion that was clearly nice looking in size. How they were able to miss something like that was completely beyond them.

"How do you know this is his house Caramel?" Asked Comet.

"That sign" Caramel answered as he pointed towards an sign that says 'Orion's Mansion' with his grinning face next to it.

"Tsk. Showoff" Soarin muttered. Comet Tail just shook his head and looked towards an window which was high up

"Okay! Soarin...fly up there and open the window. But do it quietly ok" Comet instructed.

Soarin gave a quick nod and flew up the mansion and opened the window. Comet then grabbed Caramel and flew up into the window with him.

Soarin and Caramel were completely shocked but decide to ask questions to their FLYING!! friend later.

"Now that were in, Let's do this" Comet said.

Breaking and Entering Is Magic Part 2!

The trio opened the door and went downstairs to start their mission. Caramel and Soarin were still shocked from the fact that Comet Tail, who is an unicorn can actually fly. They decide to ask him about it later, right now they had an mission to do. The trotted slowly and quietly downstairs, surprisingly nopony was there.

"Oookay?...This is a mansion, shouldn't this place be crawling with butlers or somethin?" Asked the pale blue pegasus.

"Don't ask me" Caramel replied.

The trio kept walking until they stopped at a door that says "Orion's Room"

"Must be it" Soarin said sarcastically.

Comet looked at the door and it seemed to have an passcode. He knew this was going to happened.

"Great! We are going to need an password" Caramel stated.

"Don't worry, I got this" Comet smirked. He used his magic on the door. He waited til he heard an ding sound and then the door opened.

"Alright  CT!" Soarin cheered.

"How do you figured out the passcode?" Asked Caramel.

"Magic, my friends" Comet replied sagely.

They walked through an room and realized there is another door they have to pass. The trio just looked at each other unimpressed and spoke simultaneously.

"You can't be serious"

"Obviously, Orion doesn't want ponies in." Comet said. Soarin and Caramel trotted to the locked door and looked to the side.

"Eye scan system huh? Don't worry guys! I got this one!" Caramel said as he trotted over to the scanner. The scanner made an beeping noise as it scanned his eyes. An green light came on 5 seconds later and the door opened.

"Yes!" Caramel cheered.

"How did you do that?" Asked Comet.

"Yeah, I would like to figure that out too?" Added Soarin.

"I used to build these things all the time, All it takes is an pony with the same exact eye color to enter" Caramel replied with an wink.

Comet and Soarin could not believe on how easy it was to get in like that. So much for protection huh? That thought was thrown out the window. The trio walked up to see yet another door waiting for them.

"OH COME ON!!!" They shouted in unison.

This was getting really old and annoying. Getting completely tired of the series of doors, Soarin just trotted up and broke the door down with good hard buck.

"Thank you Soarin!" Comet thanked.

"Yeah, that was an ordeal" Caramel chuckled.

Soarin nodded and the two walked into the room, there they saw what would completely shocked them. The walls were covered head to toe of pictures of Twilight Sparkle, there was also an shrine of Twilight with candles around it. He even went so far as to draw perverted art of him and Twilight....rutting.

Comet was blushing and yet was completely disgusted by what he just saw. Soarin was having an wingboner due to the sketchy pictures of the lavender mare. Caramel just rolled his eye of how obsessive this guy was, and he thought Written Script was bad.

They decide to resume the mission and do what they need to do, The trio looked around the room, finding desk of papers, pens and other things.

"Nothing here" Comet muttered as he looked under the bed.

"Same here" Soarin said as he looked in the closet.

Caramel wasn't having any luck either. They were about to give up after what seem to be 20 minutes of searching when they stumble upon an secret closet they somehow missed.

"How did we missed that?" Asked Comet

"Beats me" Replied Caramel.

What contain in the closet was an brown box that says "Property of Orion". Comet lifted the box up with his magic and began to inspect it.

"This box is clearly heavy." Comet stated.  "Should we open it?"

Soarin and Caramel nodded with excited as the yellow unicorn opened the box. What he found was an journal, an picture of an older looking mare, some dead flowers, a few notes and red gem.

They begin to investigate the items, looking at each and every one of them. Comet begin to read the journal, he started to read the journal entries.

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Dear Journal

May 15th

I hated this place, I hate this school, I hate everypony! My Dad barely pays any attention to me! None of the ponies at my school don't want to be my friend simply because I'm rich. I hate my life and I wish just something better could happen.

Sincerely, Orion

Comet read alot, Soarin and Caramel just looked at Comet Tail, waiting for him to continue. Comet nodded and read the next entry.

Dear Journal

June 9th

Mom...She....She died. The only one in this family that ever loved me. She died of an sickness. She was an beautiful unicorn. And now, I'll never see he-

Comet saw tear stains all over the page, so he couldn't really read it. He began to feel bad, so that's why he's acting like this. Simply because his mother died? But why is he after Twilight?

"Wow man, that's um...rough" Soarin commented.

"Yeah, I know exactly how he feels" Caramel replied.

"Same...only my dad died." Soarin replied sadly.

Comet gave an huge sigh and looked at his two best friends. "S-should I continue?"

"Only if you want to CT, We need to figure out why he's after Twilight?"  Soarin said.

"Yeah, this would be all for nothing if we just stop now" Caramel said.

Comet nodded and begin reading again.

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Dear Journal

July 4th

I've met the most beautiful mare ever, her name is Twilight Sparkle! She is so cute and funny. I'm gonna do it. I'm gonna ask her out. But there is only one problem....that Comet Tail. Oh! Everypony should cheer for him, he became the first unicorn to fly with magic! UGH! I hate him and I hope he dies!

Sincerely, Orion

Comet was completely shocked of the rage that Orion felt. He didn't mean for that to happen, he didn't know.

"Wow, Dude that's harsh" Soarin commented.

"I'll say" Caramel replied.

Comet gulped a bit and read the next journal entry.

Dear Journal

July 23rd

She denied me, she likes somepony else. That...That COMET TAIL! I knew she liked him. How I saw him during the waterfall when Twilight was dancing and making magic. I was planning to ask her but he stole her away from me. She BELONGS TO ME!! NOT SOME COMMON UNICORN!!! I AM RICH AND HE IS POOR!!! But I know an way...I know how to get her in my grasp.

Comet finished reading the last part and was surprised by two things. One was that Twilight WAS the mare of the waterfall. The one who haunted his dreams and the other was Orion's plan. They were both in trouble and he needed to stop him before it's too late.

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"Oh my Celestia!....Twilight was the mare ....of the waterfall..." Comet said.

"I had an feeling." Soarin said nonchalantly.

"Same here. You two just fit together perfectly" Caramel commented.

"But that's not all....." Comet said with an gulp. "LOOK AT THIS!!" He pointed the book towards the pegasus and earth pony.

When the two read it, they were completely shocked. That's....Insane!!!

"Is...Is that even possible?!" Soarin asked.

Comet was completely speechless. This pony used to believe anything is possible for the better good, But this...he just didn't know anymore.

"Comet? Comet?" Caramel kept calling out.

Comet shook his head and looked at the two stallions. "Sorry...Just shocked! Anyway! We need to get out of here and stop Orion for Twilight....and himself"

They nodded and begin to run out of the house in great speed. Comet only had one thing in his mind, Twilight!

"Please.....Hang in there Twilight! I'm coming in to save you!" He said to himself as he and the others kept running.

The One To Blame

The next day, Twilight was just enjoying an nice book until she noticed something odd. Something was missing? But what? She just couldn't put her hoof on it. But something was amiss, She begin to trot around the library home until she reach the history archives.

"Time to read some Starswirl the Beard-...." She noticed the book has disappeared.

"W-What the hay!? Where is my favorite book!? Where is it!?" She screamed at the top of her lungs.

-

With Orion

The white stallion was just leaving an certain yellow unicorn's house from the back door. He grinned as he looked back at the house. He just did something very sinister, he stole one of Twilight's favorite books and placed the book on Comet's table.

"When that unicorn tart comes into the house, he'll notice that book and he'll returned it Twilight. Twilight would automatically believe he stole it. She'll distrust him and hate him and then Me and Medley will finish him off." He planned with an devilish grin on his face.

"Soon, Twilight Sparkle will be mine" He stated and left to go find Medley for his next step of his plan.

-

Comet, Soarin and Caramel

The trio was spending the night at Soarin's house, Comet was too tired to go back to his own house and decided to stay with his best friends for a while.

The 3 trio had long since been awake, right now they were just trotting around ponyville; discussing on how are they going to stop Orion.

"Hmm, I could just beat him up" Soarin stated nonchalantly

"Don't forget Soarin, You're an wonderbolt; Do that and you'll lose your career" Caramel warned.

"Oh right. Dammit" He muttered.

Comet chuckled, He was happy, he was really happy to have friends like this. He was glad that Shining Armor made him go to ponyville, otherwise; he wouldn't had made good friends like these.  Comet decided to head home to return an book he borrow from Twilight. She would want it back right?

"Alright guys! I'm going to go to my house to get that book and return it, do you guys wanna come with?" He asked.

They nodded and followed the yellow unicorn.

-

TWILIGHT

Twilight was basically tearing the library in panic, while Spike was trying to calm her down. She was getting very angry and frustrated as smoke begin to form in her mane.

"Uh..T-Twilight? I think you should calm down" He advised.

"How can I calm down when my favorite BOOK is missing?! HUH?!" She roared as she enter her fiery form.

Spike backed into the bookshelf in fear, What has gotten into Twilight? Why is she letting an missing book get to her?  This had to be Orion's doing! He messed her up! The real Twilight wouldn't yell in his face like that. Right? He just didn't know anymore. Suddenly, there was an knock on the door.

"Twi..Open up! We haven't see ya'll in 2 days" He heard Applejack say.

The lavender pony groaned and opened the door with her magic. Stood there were Applejack and Rainbow Dash.

"Come on in" She said with an bit of anger evident in her voice.

-

Comet, Soarin and Caramel

The trio walked into Comet's house and begin to search for "Nebula Light's Adventures"  book. They finally got to his bedroom and saw the book laying on his bed.

"There it is" Called Caramel.

Comet picked it up and put it in his saddlebag. "There, now to return this book an-" He noticed there was another book on his nightstand.

He look at it closer and his eyes widen in surprise.

"Starswirl the Bearded? I don't remember getting this book? What's it doing here?" He asked no one in particular.

Soarin and Caramel shrugged. "We should return that book too" Comet decided.

"Ya right, Let's go!" Soarin said

-

Twilight, Applejack, Rainbow Dash and Spike

"Dude, Twilight! Calm down, I'm sure it's in the house somewhere" Rainbow said nonchalantly.

"Ugh! I want it nooooooooow!!" Twilight whined.

"Twi, I know that book means alot to ya, but ya'll need to calm down. And we'll search for the thing together" Applejack suggested.

Suddenly there was an knock on the door and Spike opened the door. To his surprise and his disappointment, stood there was the white stallion, Orion.

Orion smirked when Spike gave him an growl. He trotted up towards the 3 mares, wearing his confident smirk.

"Hello Twilight, is there something wrong?" asked Orion, knowing full well what is wrong.

Twilight hugged the white earth pony and smiled, "Oh thank Celestia you're here Orion, I can't seem to find my book"

"Oh, well find it! I'm sure" He grinned.

Just right on time, there was another knock on the door. Comet Tail and his 2 friends walk in, Rainbow Dash was surprised and immediately ran up to Soarin.

"Soarin! What's up!? I mean...How's it hangin? No I-" She struggle to say but only received an hoof to her mouth.

"Hey Dash, Sup!" He greeted with an smile.

Twilight blushed when she saw Comet Tail and Applejack looked away when she saw Caramel. Comet took one glance at Orion and glared.

"Orion...I know what your up to, And I'll stop you Comet thought.

"Orion! You best watch yourself!" Called Comet,

"Comet?" Asked Twilight.

Soarin and Caramel glared at the white earth pony, "We know what you're up to and we're here to stop you!" Caramel declared.

"Caramel!" Applejack called out.

"Why is everypony so mean to me?" Orion asked himself.

Comet growled and glared at the white stallion and attacked him! Soarin and Caramel were surprised and tried pry Comet off of Orion.

Comet had him pinned down, glaring daggers into the white stallion's eyes. "You will NOT succeed!"

"Dude! Comet what has gotten into you?" Asked Rainbow Dash.

Secretly, Spike was cheering for Comet and wanted him to kick the stallion's flank. However, Twilight stepped in and pulled Comet off of Orion with her magic.

"WHAT HAS GOTTEN INTO YOU COMET!?" She yelled, demanding for answers. He saw Applejack and Rainbow Dash glaring at him too.

Then, something caught Twilight's eye. It was her book, in his saddlebag.

"That's Starswirl the bearded! YOU STOLE MY BOOK!?" She said with complete shock.

"I didn't steal it! It was in my room, and I came here to return it!" He replied.

"Yeah! Right! I'm sure it just magically grew legs and walked into your house huh?"

"But Twilight?"

"NO BUTS!!" She glared.

She couldn't believe it, her crush. The one she loved had stolen from her. But that wasn't the tip of the iceberg yet, she was about to her even more shocking news.

"Twilight! You have to believe me! Orion must of did this! He is a bad pony!" Comet declared.

"Thank you" Spike thought.

"Why is everypony blaming Orion?!" She huffed in frustration. "First it was Spike, and now you Comet?!"

"But it's true! I broke into his house and found it out myself, he-" That's when he realized what he had just said.

"Oh horseapples." He muttered.

"Oh CT!...No..." Soarin said with an sigh while Caramel facehoofed! Twilight was now trembling in anger.

"YOU BROKE INTO SOMEPONIES HOUSE?!" She yelled in complete anger!

Comet was deep trouble, Rainbow Dash and Applejack's disapproving glares were not helping at all. Orion, he was just chuckling quietly and Spike sighed and looked sadly.

"I CAN'T BELIEVE THIS!! YOU!!...YOU DID THIS?! I CAN'T BELIEVE I...I LOVED YOU!! NOT ONLY YOU HAD ATTACKED MY FRIEND AND STOLE MY THINGS!! BUT YOU LIED ABOUT IT AND BROKE INTO MY FRIEND'S HOUSE!!!" She yelled once more at shaking yellow unicorn.

Comet was at the verge of tears, nothing at got to him usually. But seeing Twilight mad and yell at him, it broke it heart because he liked her too.

"But Twilight I-" He was cut off with a punched to the face by the lavender unicorn.

"JUST GET OUT OF HERE NOW!!! I DON'T EVER WANT TO SEE YOU AGAIN!!! I HATE YOU COMET FAIL!!!" She screamed at the now crying unicorn's face.

He sighed and turned to the door.

"CT?" asked Soarin.

"Just leave me alone guys....I better go...." He said as he ran off to Celestia knows where.

Soarin and Caramel looked at each other and shot an glared at the smug looking white stallion who was suppressing the urge to smirk. The 2 stallions left, to search for their friend.

"I can't believe Comet would do that!" Cried Twilight.

"I know...I use to think he was awesome....guess I was wrong.." Rainbow said sadly while rubbing her friend's back.

Applejack just shook her head and took an look at the white stallion.

"Somethin', seems a bit odd about ya, And I'll find out!" Thought Applejack.

Attack in the Everfree Forest

Comet Tail kept running and running, not even looking back at what just transpired. It really hurt what the lavender mare had said to him.

flashback

"JUST GET OUT OF HERE NOW!!! I DON'T EVER WANT TO SEE YOU AGAIN!!! I HATE YOU COMET FAIL!!!" She screamed at the now crying unicorn's face.

end flashback

What she had said back there really hurt him,he had failed everypony and she hates him. Truth be told: He really liked her, he was just really good at hiding his emotions. Especially if it's fear of being rejected,he couldn't risk it of telling her.

He sighed as he let a few tears fall from his face, He gave up; Twilight clearly hates him, Orion has failed and he has failed Illusia as well. If one thing scares Comet the most: It was absolute failure.

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"I don't believe this. How could I ever think that she'll believe me. No less side with me, it's a friend of hers." He sighed as he kept trotting deep into the woods.

"I've finally found the mare that I saw upon the waterfall. 9 years later, It was Twilight Sparkle and she completely hates me. I should just give up and stop putting my friends involve. Orion has already anyways" He said to himself.

He stop by under a tree and sat down, crying to himself of his failure and the words that Twilight had said. However, footsteps could be heard throughout the forest. Quickly putting his face up to observed, Comet thought it was an manticore or ursa minor ready to eat him up. He gulped and got up, he may had been depressed, but he can still fight.

"COMET!! COMET!!!" Somepony called to him.

Comet's ears perked up as he looked around to see a purple baby dragon walking up to him. "S-spike?!"

"Comet!" The purple dragon ran up and hugged him,

Comet was surprised but quickly returned the hugged.

"H-Hey kiddo..." He spoke with an broken voice.

"Comet! I believe Twilight isn't herself." Spike declared. Comet looked at the seriousness of the baby dragon's face and shook his head.

"No. She's right, I am nothing but a failure. I failed myself, her, my friends, you and possibly...everypony. I always jump into things without thinking. My best friend, Graphite Crescent...he was being control by an evil entity named King Sombra. I had failed to bring him back. I fail at eveything Spike...I am Comet Fai-" He was cut off by a punched to the face.

When the yellow unicorn quickly recovered from the impact, he gazed at Spike's angry yet sorrowful face.

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"Stop saying you're a failure! So you made a couple of mistakes, big freakin woop! I make mistakes all the time and so does Twilight! But it's what the mistakes we made makes us ponies or dragons in my case! We are different yet the same in the same time! Nopony is perfect and neither is you! You should pick yourself up and save Twilight before it's too late! If you don't save her now. It could me the end of you two being together and your friendships with Twilight's friends. I'm not gonna let that happen! Do you know what you taught me 3 years ago?! You taught me that nothing is impossible! If you keep striving for what you believe in and fight for it, you can make it to a reality! You! YOU COMET TAIL!! You taught the importance of believing in yourself. Your the element of believing, and it's time to live up that elements name! Whaddya say Comet?" Spike asked after he was done with his speech.

Comet had alot of time to think about what Spike said and you want to know something? He was right. He shouldn't just give up, what would his mother and father think if he decide to stop now. He had a mare and some friends to save, and he was not going to give up. Not now, not tomorrow and especially not ever. He turned to the baby dragon and smiled.

"Thanks Spike, for cheering me up" He thanked.

"Hey, no need. Besides, you were going to flood the whole forest with your tears. I was worried about the animals more" He joked.

Getting that he was joking, Comet and Spike shared a good laughed. However, that laughed was interrupted by the sound of snickering. The yellow unicorn turned to the source to find 2 dragons, one red and the other is purple with blonde hair that covered his face.

"Well if it isn't Spike the little waybee baby dragon!" the familiar voice spoke.

"G-Garble?! F-Fume?! What are you two doing here?!" asked an visibly scared Spike.

"Garble? Fume? Just who are they?" thought Comet.

"Hey Spike. Do you know these dragons?" asked Comet.

"Unfortunately yes. About 2 years ago, they made me steal a phoenix egg and wanted to smash it. Of course I didn't do it, but they attacked me, Rarity, Rainbow Dash and Twilight. It was a good thing we escaped unharmed though." Spike explained, not leaving his eye contact with the dragons.

"What?! They attacked them?! Especially Twilight? They're gonna pay for that!" He thought with anger.

"Yeah! That was pretty messed up for not smashing that egg Spike! But it's all good! Because we are not here for you! Were for that yellow unicorn!" Garble said while pointed a claw at Comet.

Comet got in the defensive and glared at them, readying to fight.

"What? What do you need him for?!" Spike asked!

"Not that it's any of ya business Spike. But Orion has paid me and Garble double if we 'finish off' Comet Tail. Boy does he want you dead!"Fume explained with a dark chuckle.

Spike backed up in fear as Comet advanced a bit.

"Spike! Leave now!" He ordered.

"But Comet! They'll murder you! I can't just leave you there!!" He replied.

"SPIKE!! LEAVE!! NOW!!" He roared.

Spike, realizing that he was serious decide to at least get out of the fighting area and hid behind a tree. He watched Comet getting ready to off the 2 dragons.

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Garble charged at Comet Tail, using quick thinking skills; Comet flew upwards in the air and smirked.

"HE CAN FLY?!?" thought Spike.

Fume just stood there waiting for the right opportunity to strike, Garble got angry and shot a stream of fire at Comet. Comet then use an shield spell to protect himself from the flame. Garble then charge at Comet again and went swipe his claw at him. Comet's horn clashed with claw and this continued for a bit until Garble dodged an strike Comet made. The red dragon smirked and tail smacked him to the ground.

"Guaaah!" Comet coughed up as he was slammed to the ground.

Fume just continued to watch the fight, getting ready to attack as well.

Garble charged downwards at Comet getting ready to swipe him with a claw. Comet quickly got up and shot an blue energy blast from his horn at the dragon. Garble dodge it and was met with an hard hoof punch to the face by Comet.

"Oh my Celestia. He's really doing it. Wow" Spike said with amazement.

Swipe after Swipe, Hoof after Hoof, canceling eachother's attacks. Until Comet turned around bucked Garble hard in the stomach. The Dragon flew to a tree and Comet was about to charge at him with his horn ready.

"It ends here!" Comet shouted until Fume stepped in and slapped him away with his tail. Comet flew into a tree and hit the ground.

"aaauuugggh!" Comet screamed in pain.

Garble recovered and held on to his stomach a bit as he approached Fume.

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"Man, what the tartarus did all that come from?" He asked.

"He dangerous today. Something's got him fired up. Let's work it together." Fume advised as they both fazed out.

Spike knew this was coming and had to warn Comet.

"COMET LOOK OUT!!" He shouted.

Comet slowly got up and was kicked in the stomached by fume, claw in the face by garble and tail slapped by both of the dragons in the same time.

"No!" Spike shouted as he charged in.

Fume grinned as blew fire at the baby dragon. But thanks to being a dragon himself, the flames didn't hurt that much. Spike quickly recovered from the attack and got into a fighting position.

"Ya better get out of here while you still can Spike. This has nothing to do with ya" Fume said.

"And leave my friend so you two can gang up on him. I see how you two operate, you're cruel!" Spike spat as he charged with a fury of swipes which were all dodged. Fume grinned and sent a few of punches and swipes of his own as they landed on Spike. But the baby dragon didn't give up as he kept assaulting Fume. Having enough of this, Fume swipe Spike in the face, but the baby dragon quickly recovered and kicked him the stomach.

"GAH!!" Fume coughed.

This had pissed off the older dragon as he kicked Spike to a tree. Fume walked off to the injured baby dragon and smirked at him.

"G-go ahead...a-and do it.....you.....FREAK!!!" Spike shouted.

That sent Fume off the edge and he prepared to blow a great fire ball at the baby dragon, preparing to end his life.

Comet, who was too busy fighting off Garble saw this and quickly went after the baby dragon to save.

"I'm coming Spike!" He shouted.

"Oh no you don't!" Garble shouted as he blew fire at the yellow unicorn. Comet gave Fume a good hoof punch to the face and grabbed Spike.

The fireball that Garble shot out hit Spike full force, knocking him unconscious.

"DIE!!" Fume shouted out as shot out a fire ball.

Comet took the fireball to the back and screeched in pain to shield Spike from anymore harm. Comet quickly ran off with Spike to retreat and find better shelter.

Garble and Fume soon shot out fireball after fireball to find them and kill them. Comet, who was hiding behind a rock was watching the flames scorching everything, including the poor animals. It was a terrible sight to behold. Those bastards are seriously going to pay for their crimes.

Garble and Fume stopped their assault and begin to look around.

"How can he give us the slip?" Asked Garble.

"I don't know! And we said were going to finish him off!" Retorted Fume

"It makes us look bad, If we say were going to do something! We need to do that! Don't forget that our bits are on the line" Fume added.

Comet was desperately trying not to make any noise since the 2 dragons were very close. He took one look at Spike's unconscious body.

"I'm sorry you were dragged into this Spike" thought Comet

"I know that! But he got away! Get it! Ugh!...Let's just torched the whole area! We might get lucky!" Garble said.

"Cool!" Fume replied with a smirk.

The 2 dragons flew up shot out 2 giant fireballs at the forest area. An explosion happened that scorched almost the whole forest, minus 2 houses. Almost all the animals were dead and burnt trees and grass were everywhere.

"Did you think we got him?" Asked Fume.

"I dunno, did you hear any yells or anything like that?" Replied Garble.

"No"

"Then we didn't get him"

"How do you know? He's tough remember? He probably wouldn't yell anyways"

"That would bite if we did get him but didn't know it"

"Why? What difference would it make?"

"Because we wouldn't know if we got him or not. So goodbye bits"

"Oh yeah, man...that sucks. What now? What?!"

"Let's get out of here" Garble smirked. The 2 dragons took off, leaving the burnt forest. However, Comet and Spike survived.

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Comet was covered in burnt marks and his whole right foreleg was burnt to a crisp. However, there was more, Comet's horn, was blown off.

"aaa....ahhh....ahhhrrrgh!" He seethed in pain as he crawled in pain towards Spike who also was covered in burns.

He panted in pain as he got a bit close to spike, but still not close enough to reach. He gathered up some energy in his broken in half horn. The pain was almost unbearable, but he needed to save Spike. He looked at his scorched foreleg and winced in pain when he touched it.

"Kind of...like my horn...almost obsolete....." He muttered in pain.

He looked at Spike and panted in pain.

"Now Comet. What would Shining Armor do?" He asked himself as he grunted in pain. He crawled towards Spike and soon got closer to him.

"Hey Spike....I'm sorry you were dragged into this." Comet said as he broken his glowed and the some aura glowed around Spike.

"Live Spike...you got to live....aaaauuuhh..." He spoke before he lost consciousness.

A Light Called Hope

Spike had awaken 20 minutes after Comet lost consciousness. The baby dragon begin observe the destruction of the forest and all the dead animals, either scorched to death or critically injured that death is the only option to help them.

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"Oh my Celestia....look at this place" He muttered as tears begin to welled up in his eyes.

"All the poor animals....They're all dead.....All of them..." Spike muttered once again. The baby dragon let a few tears and turned around, only to see Comet Tail's injured body. He analyzed his body and noticed 2 things horribly wrong. One: His right foreleg was blacken and crisp. And two: His horn is broken in half

"Oh no...no, no, no,no,no" He said to himself.

He gazed at Comet's body and completely shocked. He couldn't believe it, he was dead. They killed him.

"Oh Celestia no, What did they do to you Comet?! You were my bestfriend. And you were like an older brother to me" Spike said under his breath as more tears begin to fall.

"It's not fair!" He leaned down and held Comet's body to him as cried more.

"Comet....Comet!....COMEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEET!!!! He screamed out at the sky.

-

Soarin and Caramel heard the sound and rushed to the noise, They were surprised and scared at the sight of the forest. An lush scary forest became an wasteland graveyard.

"What the hay happened here?" Asked Caramel.

"Looks like some kind of wildfire" replied Soarin.

They kept running into the charted forest until they saw a crying Spike on a hurt Comet Tail.

"SPIKE!" Caramel called out!

Spike looked up to see Caramel and Soarin rushing towards the scene. Soarin ran off to Comet and checked him a bit.

"He's still alive, but he'll die if we don't take him to the hospital!" Soarin stated.

"But the hospital is miles away, we'll never get there in time!" Caramel replied.

Spike was thinking of a way to save Comet. That's when it hit him, Zecora is a master of potions and herbs; Surely she know what to do right.

"We have to get to Zecora's! It's the only way to save him!" Spike said.

The 2 stallions waste no time and grabbed Comet and ran with Spike, leading to the zebra's house.

"Hang on CT! Don't you dare die on me!" Soarin said.

-

(20 minutes later)

(Comet's Dream scape)

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Comet had appeared in the white void again. He knew this was the dream world and he soon found Illusia, the Alicorn of Dreams.

"Hello Comet Tail" She spoke softly

"Hey Illusia, It's good to see you again. I have a couple of questions to ask." He said smiling.

She giggled and nodded,waiting for some questions.

"Am I dead?" He asked.

She shook her head. "No, my child. You are unconscious, that explosion was pretty big. Right now you are recovering in Zecora's hut" She explained.

Comet begin thinking about the events that had transpired, from Twilight yelling at him, to the dragons named Garble and Fume attacking him and Spike. The forest must of have been an disaster. All those poor animals, dead; Fluttershy's heart must be breaking right now.

"I see....damn Orion! What should I do?" He asked himself.

"Take him down. Stop him. Before it's too late. Comet Tail, you know what he is planning. You know what you need to do. Do it for ponyville" She replied.

Comet nodded and had a confident look on his face.  "Oh? When it comes to that what should I do?" asked Comet.

She used her magic and enveloped Comet in a blue magic aura. The yellow unicorn felt an strange sensation inside his body and felt a bit stronger.

"This power I gave you, should be enough to defeat Orion. Use it when the time is right! If you use it too early. You will lose" She advised.

Comet gulped and nodded.

"Right! And the I can save ponyville, Twilight and you!" He said with an smile on his face.

The dream alicorn had a sad look on her face and gulped, She the avoided her gazed away from Comet and sighed.

"About that. Comet Tail...there is something you should know" She begin.

"Kn-Know what?"

Illusia pointed a hoof over head revealing an halo. Signaling that she is dead.

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"Ar-Are you....?" Comet started to say, feeling the wave of shock.

"Yes. I am dead" She finished.

"B-But how?!" Comet asked.

This was impossible, how did she die? She couldn't be in the real world as she was stuck in the dream world. So what had caused her death?!

"It was over exertion due to alicorn magic" She replied.

"Over exertion?" Comet said.

"Yes. When the explosion happened, I know you and Spike would had died if I didn't do anything to stop it. I couldn't just let you two die, especially so young. So I summoned all of my magic to shield you both from the fiery explosion, although it cost your horn,foreleg and my life." She explain.

"But it was worth it. I knew you wanted to save me, and to be honest. It would not work, finding an way is very much impossible. I've lived for 4000 years now, and I'm finally free and can be with mother and father. Comet, you're about to wake up now. When you do, I want you to take Orion down and do what is right. Remember, use the power I gave you wisely. One false move, and it's all over. I'll be rooting for you in the heavens now. Goodbye Comet Tail, thank you for being my one and only friend" She said as he disappeared in dream dust.

"Anytime" Comet replied while tears were streaming down his face. The white void then begin to dissolve into the real world. It meant that he was waking up. He wiped his tears away and got ready to wake up

-

"Oh! Look! He's waking up!" Caramel shouted while pointing a hoof at the now rising Comet Tail.

Comet groaned and looked around, he saw a crying fluttershy being held by Thunderlane, Spike with a worried look on his face. Caramel and Soarin with the same expression and Zecora smiling at him.

"Ah it's good that you are awake, we thought you not waking up will be your fate" Zecora had said.

Comet nodded and was tackled in a hugged by Spike. The baby dragon was crying his eyes out as he buried his face into Comet's chest.

"Hey...relax. I'm fine now. It's okay Spike" He said as he rubbed the baby dragon's head. Comet looked around and saw the ponies who were in Zecora's hut.

"Oh....the...animals.....angel.....there all dead.....oh Celestia...why!?" Fluttershy cried more.

"Those bastards! Their gonna pay for what they've done!" Thunderlane declared.

"Yeah! How dare they! Doing that to those poor innocent animals!" Soarin added.

"Yeah! Well, we got Comet on our side! So he'll kick their flanks!" Thunder stated with a smirk

Fluttershy sniffled and looked at Thunderlane with wonder. Was that an statement or an actual fact? She decided to ask the dark pegasus.

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"Comet Tail huh? Do you think he's that strong? Strong enough to make a difference?" She asked.

"Oh yes, he can make a difference alright! But it's not just how strong is Fluttershy, Comet has this amazing ability of him! When you're with him, you know everything is going to be just fine. And it always is" Thunderlane explained.

She sniffled again and looked at the yellow unicorn who was consoling Spike, trying to get him to stop crying and talking to Zecora in the same time. She remembered what Twilight had said about him during their picnic day.

Flashback

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"Well...He's so nice and pure of heart, he always there for his friends and family. He always gives the bad second chances and believes nopony is evil at heart. He'll sacrifice anything to make anypony happy, It's like he's Equestria's guardian angel...and I have a crush on that angel. I know this sounds silly of me for saying this....but when I'm around him, I just know everything is going to be okay" She explained.

End Flashback

She smiled as she looked at Comet, a tear ran down her cheek as she smiled more.

"She's right, he is like Equestria's guardian angel. Always there to help anypony out. That is kindness...no....even better. An element of hope. A light called hope" Fluttershy thought.

Her thoughts were interrupted by Thunderlane.

"Hey, Flutters? You okay?" He asked.

"Oh...umm...sorry Thunderlane, I uhh...zoned out" She said as she nuzzled him.

Thunderlane blushed and nuzzled his marefriend back.

Comet got of bed and looked outside. It was very peaceful and quiet, well not peaceful anymore because of what happened an hour ago. But peaceful at the mind at least.

There was an blue explosion at a fields that was couple of miles away.

"That's got to be Orion! I can sense he has Twilight. But my horn is still broken!" Comet said to himself.

Zecora walked up to him and put an hoof on his shoulder. She looked at him deep into his eyes and said.

"It doesn't matter if you can't fight, just do what is right!"

It seems that even Zecora knows what's going on, He nodded and was about to head out until Spike stopped him.

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"NO!" Spike shouted. "Comet! You can't go!"

"Listen Spike! Please! Stay Here! No matter what happens ok?" Comet demanded.

"What?! Are you crazy!? I can't let you fight Orion alone!"

"Look! I almost lost you once. I don't wanna lose you for real this time!"

"But it'll be 2 on 1. And I got a plan! Please Comet! I can't let you go alone with a broken horn!" Spike said.

Comet stared at Spike for a few minutes until he sighed, knowing there was no point in arguing.

"Alright Spike! You win! Let's go get em!" He grins.

"Right!" Spike replied with a grin on his own until Comet knocked him out with a hoof to the head. Comet put Spike's outcolded body on the bed that he was sleeping in.

"Sorry I did that Spike. But I would never forgive myself if something bad were to ever happen to you. This is my battle for now little brother. You're just not ready for this type of thing yet. You'll understand someday kid" Comet said as he approached the door only to stop at the entrance.

"Soarin! Caramel! You guys are coming with me!" He grinned.

The 2 stallions smirked at each other and walked towards Comet.

"Zecora...please, watch him! Make sure he doesn't get into harms way!" He asked.

Zecora smiled "I will make sure he is not in harms way, this place; he will stay!"

"Thunderlane, If Zecora needs help don't hesitate to help her out. Also keep making Fluttershy feel better. And Fluttershy, I promise. We will bring the animals and angel back to life. I will find a way!" He said with a smile.

She nodded. "Right! Go get em you three!" She cheered.

They all smirked and dashed through the fields heading towards Orion for the final battle. They all had different things on their mind. What will happen? What are they dealing with? And How will they achieve victory?

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Orion's ears perked up as he saw the 3 stallions approached him. He had Garble and Fume with him, while having an possessed Twilight Sparkle.

"Just as I knew it, the alicorn amulet! He's wearing the alicorn amulet!" Comet shouted.

"You mean that item that Trixie mare wore when she arrived in ponyville for the revenge of Twilight?" asked Caramel

"Precisely" Comet replied.

"Question is how is able to use such an item! Shouldn't you should be an unicorn for that thing!?" asked Soarin.

"Not true Soarin'" Replied an southern voice.

The trio turned around to see Applejack and Rainbow Dash tied to a tree by red energy ropes.

"You can be an earth pony, unicorn, alicorn or even pegasus to wear the darn thing" Rainbow Dash replied.

"RAINBOW DASH!!" Soarin shouted. "What did you do to her?!"

"Yeah! What happened to Applejack and Rainbow Dash!?" Caramel demanded.

Garble chuckled and grinned, "They figured out Orion's plan and let's just say they attacked us head on"

"We proved to be way more powerful and took them down in 7 minutes" Fume added proudly.

Rainbow Dash was pissed off and was glaring daggers at the two dragons.

"UGH!! You bastards! You're lucky I'm tied up right now! Otherwise me and AJ would had beaten you creeps 10 seconds flat!" She spat out.

The 2 dragons just looked at eachother and burst into laughter.

"And what did you do to Twilight?" Asked Comet who was angry.

"I could ask what happened to your horn? But I figured these 2 dragons were responsible." He replied darkly.

"Orion...this isn't you...the amulet...it's power....it's corrupting you. You just the amulet's slave!!" Comet shouted.

"Oh am I? Tell me Comet? Is it slavery if you get what you want?!" He asked with a dark tone.

Comet glared as he got into his battle stance.

"Applejack....I'll protect ya....I know I'm not powerful enough...but I'll do anything to protect ya" Caramel declared as he stared at Fume.

"What he said Rainbow Dash" Soarin replied as he glared at Garble.

"Oh so you 2 wanna go?" Garble asked as he and Fume started walking towards Soarin and Caramel.

"You know it!" Caramel and Soarin replied at the same time.

"Be Careful" Rainbow Dash and Applejack thought in unison

Comet glared at Orion as they were locked in a glare battle. Daring each other to make a move. Comet took a look at Twilight's emotionless red eyes and took at Orion's psychotic ones.

"Now then Comet Fail! Phase 3 of my plan has started! Now let us begin this fight!" Orion stated as he charged at Comet.

Comet sighed and charged at the white stallion.

"I will not fail!" He declared in his mind.

Possessed Twilight Sparkle

Everypony, I am sorry for what had happened in the previous chapter of the whole dbz/bleach chapter. I was drunk. So just pretend that didn't happened and Fume and Garble are still dead

_________________________________________________________________________________________________

Story Starts....Now!

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Twilight kept approaching them in slow uneasy steps, her ominous emotionless eyes glared at the unicorns.

"Must obey...Must do Master Orion's orders" She spoke ominously.

Applejack gritted her teeth and looked at the lavender mare.  "Now Twiligh' Ah dun wanna hurt ya! Figh' it! Break outta Orion's control!"

The approaching lavender mare was completely unfazed by the farmer's words. Orion darkly chuckled and smirk at the ponies.

"It's useless girls! Twilight is all mine! I had already won" Orion declared. Rainbow Dash was getting very pissed off by the minute, nopony takes over her friend's minds while she still around. The rainbow mare dashed towards Orion with great and anger.

"RAINBOW DASH! DON'T!!" Comet called out!

"I got this Comet! He's all mine!" Rainbow shouted and charged at the white stallion but was stopped by an magical purple shield.

"Wh-what the?" She spoke.

Twilight turned to the rainbow with same cold eyes and spoke in that ominous voice of hers. "Nopony attacks my Master" She surrounded Rainbow Dash in an purple aura and slammed the mare hard into a tree.

"RAINBOW!!" Applejack, Comet, Soarin and Caramel called out.

The cyan pegasus was now groaning in pain and slipped into unconsciousness. Soarin, watching his marefriend fall like that anger him. He glared at Orion who was grinning like an mad stallion and charged at him. However Twilight intervene once again and blasted him with an energy blast from her horn!

"Guuah!" Soarin coughed as he fell to the ground.

"Give up! You're Twilight Sparkle is gone! She's my slave now!" Orion declared with an evil laugh. Comet watched as most of his friends were struck down by Twilight. Comet couldn't believe his eyes, they were all down and unconscious. Twilight gazed at the yellow unicorn who was badly hurt and backing up against a tree.

"I...I don't....I don't want to hurt you Twilight!" Comet said to the possessed lavender unicorn.

Twilight just kept advancing and looked at him with cold, emotionless eyes. Orion was happy, very happy; finally he was getting his revenge. His long awaited revenge is about to come true, he could just taste it.

"Yes! It's all over for you!" Orion declared with an dark laugh.

-

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(Meanwhile in Zecora's hut)

Spike had recovered from Comet's sneak attack and was being explained what had happened from Thunderlane.

"And that's the whole story" Thunderlane finished.

"I see.....Damn Comet!....Ugh!...I need to help him out!" Spike said as he got up.

Fluttershy and Zecora noticed this and tries to stop him.

"No! Spike! It's way too dangerous! Comet strictly said to stay here! You shouldn't go!" Fluttershy pleaded.

Zecora nodded and decided to help out Fluttershy.

"Yes, Dangerous it is my little one! Stay! You will, until the danger is done!" Zecora rhymed.

Thunderlane looked at the purple dragon and realized how much he had to go. Just like him, He cared alot about Comet Tail and had to save him. He smiled and decided to let the baby dragon go.

"Spike! Go...Go save Comet!" Thunderlane ordered.

"WHAT?!" Fluttershy and Zecora said in unison with much bewilderment. Spike was also surprised by Thunderlane's order and was generally confused.

"But-but why?" He asked.

"Yeah!" Fluttershy added.

"Like all of us, Spike cares deeply for Comet and he has to help him out. He wants to help him out. He needs him. And beides, Spike here is the savior of the Crystal Empire. He's beaten King Sombra with the help of the Crystal Princess, if it wasn't for him, Equestria wouldn't be here anymore. So I say, Hey. Let's break the rules" Thunderlane grinned.

Spike grinned back and looked at Zecora and Fluttershy and pleads to them.

"Please....Comet needs me....."

Fluttershy and Zecora nodded and sighed, only with one exception.

"Were coming with you!" Fluttershy announced!

-

(Back with Comet, Twilight and Orion)

Comet was being tossed around and beaten into an pulp by Twilight.

"Fight her Comet!" Orion ordered.

"N-... no.....I refuse...to...hurt her..." Comet spoke as he coughed up blood.

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"You're an idiot!" Orion comment as he nodded to Twilight.

Twilight had an cold look on her face and shot an energy blast at Comet, sending him to a tree.

"Guaah!" Comet screeched out as he cough up more blood.

Orion and Twilight watched as Comet begin to crawl towards the two. Applejack, who woke up from her little coma saw this and was generally surprised. "Come on Comet, stay down. You'd don need to be hurt! Stop fighting back!" Applejack thought as tears went down her face.

Comet could barely breathe and several ribs were broken, but the pony kept crawling towards Twilight, hoping to get her out of Orion's control.

"Why fight back?!" Orion asked

Comet didn't respond to the question and just kept going. Twilight noticed this and shot several more energy attacks at the yellow unicorn. They all hit, however; Comet kept crawling towards her, moving slower and slower.

"STAP IT COMET!!!" Applejack roared.

"N....no....." Comet replied.

Applejack couldn't watch anymore. The orange mare let her head fall and her tears as well. This was it. This was the end. They had lost.

Comet kept coming and coming towards the lavender getting closer and closer, each movement was more painful than the last.

"Why continue to fight?" Orion asked.

Comet ignored him and kept coming.

"Knowing full well that you're going to die!" The white stallion finish.

Comet's hoof reach for Twilight's and he felt an surge of electricity throughout his body as soon as he made contact. Comet held the pain in and coughed up more blood, he looked lazily at Twilight and gave a small smile.

"I don't understand! You're willing to kill yourself...for what?" Orion asked one more time.

Comet glared at the white stallion and gave a big smile at Twilight.

"Because......no matter what happens. No matter if the odds at stack against you. And no matter if those odds are almost insurmountable. There will always be a light.....light called hope. Twilight Sparkle is that light....she's....my light......You may not hear me Twilight but......I love you......I will always love you" Comet said with a small smile as a few tears came out of his blue eyes.

Orion paused and laughed darkly, "Absurdity. That's what it is. Twilight is long gone! She is mine now. It's over Comet Tail! You've had lost. And I had won!"

Comet gave one final glared at the white stallion before passing out.

"Hmm...he's probably dead. Come now Twilight, Let's go back to ponyville an-" Orion get's interrupted by an tackle from an black flash.

"Nice shot Thunderlane!" Spike comment!

Zecora, Fluttershy, Thunderlane and Spike had arrived at the battle and were generally surprised to see what has happened!

"Oh dear...Applejack...Rainbow Dash....S-Soarin....Caramel.....M-Medley.....C-Comet Tail....this is horrible...WHO DID SUCH A THING!?!" demanded Fluttershy.

"It was your friend" Orion grinned as he pointed his hoof at Twilight.

"STOP LYING!!" Spike and Fluttershy yelled.

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"It's true....take at look at you're dear friend!" Orion pointed to the possessed Twilight.

Twilight gave them an cold glare and spoke in that same cold voice. "Shall I dispose of them Master Orion?"

"Master Orion?!...Twilight! Snap out of it! Since when he was you're master!?" Spike demanded.

Zecora then noticed an amulet around Orion's neck. She was surprised to see it on somepony again. It was the same amulet that was on Trixie when she turned ponyville upside down.

"Look and behold, the alicorn amulet is the source of the white stallion's control!" Zecora rhymed.

"So...Twilight's being controlled by this freak?!" Thunderlane asked in anger.

"Yes" Fluttershy and Spike said in unison.

Thunderlane got mad and punched Orion and glared daggers at the white stallion.

"Change her back! Get her back the way she was!!" Thunderlane demanded.

Orion simply chuckled and bucked the dark gray pegasus off of him.

"Fool! She is under my control!" His eyes flashed red. Twilight seizes up and looks at Thunderlane, Fluttershy, Zecora and Spike.

"Fluttershy! Get into hiding now! We don't want you to be hurt!" Thunderlane ordered. Understanding, Fluttershy nodded and hid behind a tree.

"My friends! You hurt my friends Orion!" Spike roared.

"For the last time Spike! It was Twi-" Orion was interrupted by the baby dragon's sudden burst of fire. He barely dodged it and locked eyes with the baby dragon.

"It is on then" He spoke as he got into a fighting pose.

Twilight begin to attack Thunderlane and Zecora. Zecora was dodging attack from attack while Thunderlane had trouble getting near her. Zecora used her staff to blocked the barrage of energy attacks while Thunderlane kept dodging them.

Fluttershy watched the whole thing was horrified. Her bestfriend being forced to hurt her own friends, it just wasn't right. It HAD to stop. RIGHT.NOW. Applejack knew what Fluttershy was going to do and had to stop her, but she was in too much pain.

"F-fluttershy...d-do-"The apple farmer couldn't finish her sentence since she passed out. Bravery overtaking her, she launched herself towards Twilight and tackle her down.

"Fluttershy!?" Thunderlane said in surprised.

"Stay out danger, you must! We have a flank we need to bust!" Zecora rhymed as she glared at Orion who was having trouble with Spike.

"N-no! Twilight! Please! Look at us! Look at me!...Were your friends! This isn't you! Fight the control! Fight it Twilight! FIGHT!!" Fluttershy commanded.

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Everypony was surprised of the shy pegasus new voice and looked at Twilight as she was fighting inside.

"Come on Twilight! You can do it!" Spike cheered

"Yes Twilight! Break the Spell!" Thunderlane cheered on!

"Twilight! You can do it!" Zecora called out!

"Rrrgghhh!" Twilight grunted as she held her head and her eyes begin to turn back to purple.

"NO TWILIGHT!! DON'T LISTEN TO THEM!!! NOOO!!!" Orion shouted before an explosion of purple light happened around Twilight. The Alicorn Amulet that was around Orion begin to crack and soon, Twilight was out of Orion's control.

"Ugghh...Where am I?..." She asked in a dizzy tone.

"You were being controlled by Orion here and-" Thunderlane's explanation was interrupted when he sees Twilight standing over the bodies of her friends.

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"Wh..what happened?! Did I....do all of this?!" She asked as tears begin to welled up in her eyes.

"Yes....and no....Orion controlled you by using the alicorn amulet and made you attack your friends. I wasn't there but that's what I'm assuming." Fluttershy spoke.

"Applejack.......Rainbow Dash......Soarin......Caramel.....................Medley..................Comet Tail" Twilight trotted over to the passed out yellow unicorn and held him close.

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"Comet, I'm sorry! I'm so sorry....I wish I had listened to you and this wouldn't had happened. Please...please forgive me....I will defeat Orion. For the both of us" Twilight thought sadly. Her sadness quickly turned into rage as she turned into her fire form Link To Fire Form. She slowly turned to Orion and glared daggers at him.

"You! YOU!!! I trusted you! I was your friend! You were MY friend! You made me hurt MY friends! MY CRUSH!! The ponies I love!!! Orion!! I'll....I'LL NEVER FORGIVE YOU!!!" She roared.

Orion got up and chuckled darkly.

"Oh?...Hmmm...Here I thought you would be my marefriend. My Queen! Oh well...if I can't have you. Nopony can." Orion spoke darkly.

"It's 5 against 1 Orion! Give it up!" Twilight spoke as they begin to approach him.

Orion just held in his smirk and looked at his odd.

"Then I guess, it's time for the transformation!" Orion spoke

"Transformation?!" Twilight repeated with an shocked look on her face.

"Thanks to the alicorn amulet and wearing it long enough, I can force an transformation!!" Orion shouted with an psycho look on his face. He made an blue flash of light that surrounded his body, his coat begin to turn a dark blue and his mane became spikey. His head grew an horn and his cutie mark became white. The light begin to die down and his new transformation was complete. Everypony was shocked of his new look and the power he holds. He glares evilly with an devilish smirk on his face. This is what he looks like, just pretend that he has a horn. He pointed an hoof at the group and spoke in a dark voice that sent chills to them.

"For the last moments of your lives. You may refer to me as Star Hunter"

Comet vs Orion! Hidden Powers!

Comet and Orion clashed at eachother, hoof punch after hoof punch, the 2 were not letting up. They glared at each other, daring the other to make the next move.

"You're sloppy Comet! Is it because of your horn? Or is it because of what Twilight had said?" He questioned with a sadistic tone.

"Twilight didn't mean that! You're the one controlling her!!" Comet spat.

Orion just shook his head and grinned, "Well...somepony's in denial" He replied.

-

Soarin and Caramel were having some trouble with the dragons, they prove to be too fast and too powerful for the two stallions.

"Ugh! I have to watch out for his speed" Caramel muttered as he dodged a swooping claw from Garble.

"Yeah! All were doing is dodging!" Soarin added as he dodged an attacked from Fume.

The 2 dragons chuckled and smirked at Soarin and Caramel.

"Face it chumps! You can't beat us" Fume declared.

"Yeah, you'll only just die trying" Garble added

Soarin and Caramel just glared and charged at the 2 dragons anyway.

-

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The 2 stallions were beating down at each other while a possessed Twilight Sparkle watched. Comet dodged an punch from Orion and kicked him. Orion quickly recovered from the attack and blocked an incoming punch from Comet. They both smirked at each other and jumped away from each other.

"I'm amazed Comet! You manage to keep up, even with that broken horn!" Orion smirked.

"You'd be surprised of what I can do."

"Oh but I am" He grinned as he fazed out.

"HUH?!" Comet said in surprised as Orion appeared behind him and tried to buck him in the back. Comet had time to dodge and collided his back hooves with Orion's, cancelling out the attack. Orion grinned and begin to form an energy blast from his forehead.

"Is that.....MAGIC?!" Comet asked with astonishment.

"Yeah...It's amazing what the alicorn amulet can do" He grinned as he shot the energy attack at Comet. Comet noticed this and dodged the attack. Comet begin to charged up some energy, although it was weak; he shot it at Orion. Orion chuckled and simply sidestepped out the way.

"You call that an attack?" Orion asked.

Comet could only just growl in response.

-

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The 2 mares, Applejack and Rainbow Dash were watching Soarin and Caramel getting effortlessly getting pummeled.

"Ugh!...That's it! Ah reckon we show them dragons our true power" Applejack suggested.

"Now ya speaking my language AJ!" Rainbow Dash said with an smirk on her face.

-

Comet was flying up the air dodging some energy blast from Orion. Orion took off in the air, chasing after him sending more valley of energy blast at the yellow unicorn. Comet was able to dodge some until he saw 2 of them coming in fast.

"HYAH!" Comet used his hoof to cut the energy blasts in half.

"WHY! YOU!" Orion growled as he shot out an huge energy blast at Comet. Comet used his most of his magic to summon a barrier to protect him from the blast. Soon, the blast stopped and Orion was nowhere to be found.

"W-W-Where is he?" He asked himself.

"Looking for somepony?" Asked Orion as appeared behind him and kicked Comet's stomach, a few ribs were cracked and he coughed up blood. Orion then threw him hard into the ground.

"YOU'RE MINE!!!" Orion shouted as he dove for Comet, preparing to give the finishing blow. Comet stared at Orion as he was getting closer and closer.

"Is this...how my life ends?....Have I failed...again?" He thought.

However Orion's attacked was stopped by an aqua green blur. "UGH! Who was that? Who dares to intervene!?" Asked Orion.

The aqua-green colored pegasus smirked as she revealed herself.

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"Medley?!" Both Orion and Comet said in unison!

"I've...made up my mind Orion! I don't want to be part of your plan! I...refuse to hurt Comet!" She declared.

"Part of a plan? what is she talking about?" Comet thought.

"Oh, so you decide to betray me and play hero? Fine! I'll kill you both!" He said with malice.

Comet and Medley just glared at the insane corrupted stallion.

-

"It's a good thing Scootaloo ain't here to see this....I don't want to scare her like last time" Raindow Dash said.

"Don't worry RD! This will be 10 seconds flat" Applejack smirked.

"Hey that's my line" Rainbow Dash smirked back.

Applejack smiled as she begin to power up an red aura, this kept going for a few minutes until the red ropes snapped.

Fume and Garble, who were done beating down Soarin and Caramel looked at the 2 ponies. The 2 dragons both glared at the 2 mares who were now free.

"Care for round 2?" Asked Rainbow Dash.

Soarin and Caramel, who were injured looked at the girls and were surprised at how confident they looked.

"HAHAHA! You think you baby ponies can take down us?"questioned Garble.

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Applejack and Rainbow Dash shared a look of confidence and looked at each other.

"Hey AJ! Let's show this overgrown lizards what exactly they're dealing with!" Rainbow Dash suggested.

"Yah got it RD!" Applejack replied.

Applejack begin to power up and her aura became gold, Rainbow Dash began to put her hoof to her face and suddenly energy begin to surround her.

"AHHHHHHHHHHHHHHHHHHHHHHHHH!!!" Applejack screamed as she became what as known as a super saiyan pony.

This is what she looks like. Except, she is not green and her eyes are not red. She is still orange.

Rainbow Dash materialize an hollow mask on her face and she glared hard at Fume and Garble.

"Hollowification" Rainbow Dash muttered.

That's what her mask looks like. It's in the background.

"Here we go RD!" Applejack smirked as she stood on her back hooves and got into Goku's legendary fighting stance when he first fought Vegeta.

"Yeah! Let's wrap this up!" Rainbow Dash replied as she too got on her back hooves and got into a fighting stance.

-

Medley was going hoof-to-hoof with Orion, although she was clearly loosing a bit, But something was confusing for Comet. Why? Why is she helping him out? Didn't she hate him?

Comet begin to stand up, even with the pain of his broken ribs. He looked at the battle between his ex-marefriend and Orion.

"I don't get it Medley, back then after the "incident" you hated me and never wanted to see me again. And 2 years later here you are, defending me" Comet said to himself.

"HYAH!!" Medley begin to block the energy blast that Orion threw at her. The blast prove to be a bit too much and she flew into a tree. Orion smirked and begins to send a barrage of punches and kicks to her body.

"Tsk....What? Finished already?" Asked Orion as he let Medley's body slumped to the ground.

"What worthless trash!" He said with malice.

Comet begin to get angry and charged at Orion, not caring if he lived or not!

-

Soarin and Caramel were having such a shocking weekend were they? First; Comet being able to fly, Second 2 dragons destroying the everfree forest and Third; Applejack and Rainbow Dash possess supernatural abilities.

"Ah know yall two have alot of questions right now" Applejack said to Soarin and Caramel without looking at them.

"Ain't nopony got time for that!" Rainbow Dash replied.

Soarin and Caramel just looked at each other and soon the 2 mares dashed towards Fume and Garble.

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Garble went to swipe his claw at Applejack, but it was blocked and crushed by her.

"AUUUUGH!!! MY CLAW!!!" Garble screeched in pain.

"I'll give ya'll one last chance. Leave now, otherwise ya'll regret it!" She declared.

Garble glared at the orange saiyan pony and got up, holding his claw. "You think just because your mane and tail are spiky. You've gotten powerful?! I'm a dragon! And your a pony!!"

"What's the matter Garble? Ah can't be no harder to destroy than any other victim right?" She replied.

"You're...You're just a pony? AN EARTH PONY!!!" He shouted out to Applejack.

"No...ya'll wrong!  Ah am the earth pony whose sole purpose of beating scum like you! The element of honesty!"

"Grrrr...."

"Ah the daughter of the strongest. Saiyan blood awakened by fury! That's what ah am!"

Garble just glared at Applejack as she flared up her ki.

"AH AM THE SUPER SAIYAN PONY!! SON APPLEJACK!!!" Applejack shouted out to the now scared dragon.

Fume was having trouble with Rainbow Dash, she had gotten so fast...well...faster. Rainbow Dash was glaring at the purple dragon through her mask.

"I can only hold this holllowification for 15 minutes. I'll have to end this quickly" She thought.

"W-w-w-w-what happened to you?!" He asked through his fear.

Rainbow Dash just simply shrugged and lied "I dunno"

"STOP LYING!!! WHAT HAPPENED TO YOU!?!?!?!" Fume demanded

Rainbow Dash just shook her head and pointed an hoof at the dragon.

"What would be the point in telling you, You'd be dead in 10.Seconds.Flat" She replied with a cold tone that sent shivers down his spine.

Fume begin to fly away, scared for his life.

""Sorry Dragon, But you crossed the line when you burned down the forest" Rainbow Dash said as she begin charge up a rainbow colored cero

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"It's been a while since I used this. Man is this thing powerful. Now die......Cero"Rainbow Dash said as she shot the rainbow colored cero at fume. The blast consumed him completely, killing him instantly.

"Like I said before Fume...." She said as she sent away her mask.

"10.Seconds.Flat"

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Applejack was beating Garble into a bloody pulp now and Garble was manage to get a few hits in as well.

"Give up Garble! You cannot win! Just fly home!" Applejack suggested.

"ME?! GIVE UP!? YEAH RIGHT!! FUME MAY HAD GIVE UP!! BUT ME!! I"M MORE TOUGH THAN HIM!!!" He declared as he was throwing barrages of swipes at Applejack that were being effortlessly dodged.

"Very well. You're time has come Garble! Ah come for you!" She said.

"SHUT UP!!" He said as he blew a strong stream of fire at the orange pony.

"So you wanna play dragon huh?" Applejack asked as her right forehoof begin to glow gold.

Garble jumped into the sky and shot out a huge stream of fire that would had killed any normal pony. But Applejack was far from normal.

"Pa, give me strength!" She thought as she shot her hoof in the air.

"SUPER DRAGON HOOF!!" She shouted as a gold dragon that was the size of an ursa minor shoot out of Applejack's hoof and went to charge at Garble.

Garble could only seen a flash of gold, a golden dragon and then next thing he knew; he was dead.

Applejack sighed as she powered down to her base state.

"Ah really glad were away from ponyville" Applejack said to herself as she begin to turn her head towards Orion.

"Give it up Orion!" Rainbow Dash demanded.

"Yeah, ya'll can't beat us.You already know what were capable of" Applejack said with a smirk on her face.

Comet who was on the ground, got up and leaned on the tree to rest. "N-N-no....Girls...he wants you to...think that!" Comet said.

"That may be true!...But tell me girls....will you do the same to your precious Twilight Sparkle?" He asked as Twilight begin to approached them with emotionless eyes.

"Twilight dear...Kill them. Kill all of them." He commanded with a sadistic look on his face.

"Yes master" Twilight obeyed as she approached her friends.