On The Dark Side of the Moon

by Blue Wolf

Rating: everyone
Tags: Adventure, Princess Celestia, Twilight Sparkle, Main 6, Princess Luna, My Little Pony: Friendship is Magic, Cutie Mark Crusaders
Length: 28829

Twilight's day hasn't gone well. Her night is about to get a WHOLE lot worse. Starting with being banished to the Moon.

Twilight's day hasn't gone well. Her night is about to get a WHOLE lot worse. Starting with being banished to the Moon...

After a series of unfortunate events conspire to trap Twilight within her own nightmares, Twilight's friends - along with the with aid of Princess Luna - become Twilight's only hope of rescue. Time and Twilight's fears are already against them, but they must also come to terms with how Twilight got there in the first place...

Published 2013-03-10 14:10:01 UTC
Last updated 2013-08-01 01:29:02 UTC

1 - Prologue

My Little Pony: Friendship is Magic.
On the Dark Side of the Moon
Adolphus.Arthuro (Blue Wolf)

Night had fallen on Ponyville, but the Library's lights still shone from it's windows. Inside, Twilight Sparkle lay huddled on the floor before Princess Celestia, who stood towering in the middle of the room. Behind the Princess, the rest of the Mane Six and Spike stood in a line, all looking angrily at Twilight as she bowed her head and sobbed fearfully into the wooden floor. Above, Princess Luna stood watching from the higher floor by the window, unnoticed by any of the ponies in the room below.

“Princess...please...I'm sorry!” Twilight's body shook with fear and misery, her voice breaking into a fresh torrent of sobs. “I swear I've studied hard on the magic of friendship!...I...don't understand!...I don't know what went wrong!”

Princess Celestia glared sternly down at her pupil.

“It would seem that you have not learned enough from your experiences in Ponyville, my student.” The princess's voice was calm, but as cold as winter. “I am greatly disappointed in you, Twilight. I had come to expect so much better from my prize pupil, and I had high hopes for your future. But you clearly have not lived up to my expectations.”

“I can't belive we trusted you Twilight!” burst out Rainbow Dash from behind Celestia. “We were your friends, but you were just using us! Like -- we were just some dumb research project!”

“Pullin' our strings, jus' so you'd have your reports to send to the Princess! You even care about our feelin's? Or was that jus' another part of the lie?” Applejack threw her nose in the air and turned her head away from Twilight.

“How could you do such a thing Twilight?” Fluttershy wasn't even crying, her anger visible all over her expression like words written in fire.

“You're a MEAN MEANIE-PANTS!”

Twilight cringed as the worst verdict in Pinkie Pie's vocabulary was handed down to her like a death sentence. Rarity refused to even speak to her, shaking her mane and pointing her muzzle away with a snort of utter contempt. Spike cuddled close to her foreleg with his back deliberately turned towards Twilight. Tears of horror, disbelief and pain streamed from Twilight's eyes as she tried to force herself lower and lower into the floor of the library as if to escape from the accusing words of her friends and her mentor's stern gaze.

“No!...No...I-It's not true! I love my friends! Please...please...give me one more chance! I beg you Princess Celestia! Please give me another chance!” Her last pleas broke down into floods of tears as she covered her head with her hooves.

Celestia however shook her head, seemingly unmoved by her student's despair. “You have much to think about before you can advance your studies any further, Twilight Sparkle” she declared. “And I see no other choice, but to take action that will ensure that you have plenty of time to reflect on your mistakes. ”

“P-please...no...nooo!” Twilight began backing away in terror as the Sun Princess stepped forward towards her. On Celestia's head, the Element of Magic tiara gleamed potently. Twilight cried out again and fell to the ground, her body curling up and convulsing in the grip of her panic. Celestia's horn and tiara began to glow brightly, releasing a rainbow coloured beam of light which dived straight towards it's target.

“Nooooo!” Twilight cried out in fear, rearing up on her hind legs and kicking helplessly with her front hooves as the beam surrounded her in a spinning vortex of rainbow colours. A blinding white light spread from Celestia's eyes and horn, Twilight's last despairing death scream of pure terror echoing through the library as the blazing light swallowed her. A moment later, a towering beam of rainbow colours blasted through the top of the library into the sky.

Twilight looked about her as the white light faded, her heart gripped with panic and despair. She now was lying on a smooth floor of rock in a kind of vast, dungeon like cavern. Black cuffs attached to anchored chains on all four of her hooves bound her to the ground; she couldn't move far, or even stand and a failed attempt to light her horn told her that her magic was all but gone. The walls of the cavern were roughly hewn and of the same grey rock as the floor, but in front of her was what at first appeared to be a huge, round window made of semi-transparent glass. It stretched up to the ceiling and dipped below the line of the floor in a perfect circle and only faint hints of what lay beyond could be seen through it. A cold, bright white light shone through the glass, but only reached a short way into the cavern before the darkness overcame it.

“Oh no...please... NOOOOO!” Twilight stared up at the window, an expression of pure horror crossing her face as she slowly began to realise the awful truth of her fate. Her cry echoed around the pitch black corners of her bleak and empty prison as she broke down and began to sob uncontrollably.

The moon shone as brightly in the sky as ever. The only sign of Twilight's imprisonment behind it's face were the faint mare-shaped patterns of shadows and craters that marred it's surface.

The same it had borne when Nightmare Moon had been imprisoned within...

Spike woke with a start and sat up, suddenly wide awake and stared into the darkened bedroom of the library. He blinked a few times in confusion as his fuzzy vision began to clear and murmured in surprise at the figure taking shape in front of him.

“Princess Luna?”

The Princess of the Night was standing close to Twilight's bed in the darkened bedroom. She seemed a little dazed and had a worried expression on her face. As his befuddled brain began to clear, Spike began to notice a soft crying coming from somewhere nearby. Princess Luna didn't reply; Instead she walked straight towards Twilight's bed and as she leant over it Spike slipped out of bed and followed. Twilight was still lying in her bed as usual, but now she appeared to be crying uncontrollably in her sleep. Her legs twitched and flailed and she was calling out as if in a nightmare but she wasn't waking up. Spike's mouth fell open at the sight of the distressed mare.

“What's going on with Twilight??”

Princess Luna turned to Spike, and seemed to try to compose herself and take charge.“Spike...You must send a letter to my sister at once.” She turned and looked down at the still thrashing Twilight. The colour was beginning to magically fade from Twilight's coat. “Twilight Sparkle is in the gravest of danger...”

2 - Act 1 - Mercy Flight.

Within a very short time, several ponies had been roused from their beds by a frantic Spike, and a small commotion was going on outside the library. Inside, Rarity, Pinkie Pie and Fluttershy were gathered round Twilight's bed, who still lay on her bed asleep and sobbing uncontrollably – tears flowing down her cheeks from her closed eyelids. Rainbow Dash was standing guard on one of the balconies, looking towards Canterlot in the distance but came back in as the door burst open and a sleepy Applejack and Applebloom stumbled in.

“What in the HAY is goin' on around here? And what's wrong with Twilight?” The orange farm pony blinked in surprise at the sight of Twilight shivering under her covers.

“Applejack! Thank goodness...we've tried everything we could think of, but we can't wake Twilight up!” Rarity, still with a sleep mask on her head came towards her from Twilight's bedside with Fluttershy in tow.

“She seems to be caught in some sort of terrible nightmare!” explained Fluttershy.

“Won't wake up? But...how could that be?”

“This is all my fault...” Princess Luna was standing a little way from Twilight's bed, looking out of the bedroom window at her moon, it's surface unblemished by the markings it had borne during Luna's imprisonment. She lowered her head, clearly upset and speaking half to herself. “How could I have been so careless?”

“Princess Luna?” Applejack jumped as the younger Ruler of Equestria spoke up and bowed respectfully. “Wait...I don' understand, what do ya mean?...is Twilight goin' to be OK?”

Luna sighed. “This nightmare is much more than a simple bad dream Applejack. It is a magical manifestation of Twilight's worst fears, her deepest anxieties have been given life...because of my error.” Luna turned and approached the bed, touching her nose against the blankets covering Twilight. “ She will not be able to escape without our help. The nightmare is draining her spirit and her magic, and soon Twilight will be left hollow – a shell of her former self forever locked in dreams of nothing but despair...”

“Trapped...in despair....Forever?? N-no way!” Rainbow Dash appeared by Twilight's bed in a flash of colour

“What'll we DO?” Pinkie Pie wailed

“We jus' gotta help her ya'll!”

Just the door opened and Spike re-appeared, very much out of breath. “OK, Time Turner's volunteered to go out to Zecora's hut. I just hope her potions can help - urghk!” Spike's sentence was abruptly cut short by the familiar symptoms of the unique method of mail delivery the young dragon was known for. One floor shaking belch later and a sealed scroll was falling to the ground in front of them.

“It's a letter from Princess Celestia!” The ponies crowded round as Spike read out the terse note.

“My dearest Luna,

You must bring Twilight and her friends to Canterlot at once. There is not much time.”

Celestia.”

“Canterlot? But how are we going to get there?” asked Rarity
“There won't be any trains THIS late at night!” Applebloom pointed out.

Rainbow Dash flared her wings suddenly. “C'mon Fluttershy, we're up!”
Fluttershy's eyes went wide. “Er...m-me?”
Rainbow Dash stomped her hoof determinedly, striding up and down like a drill sergeant. “The quickest way to Canterlot is to fly there, and that means us Fluttershy! Me and you giving it our all! Twilight's counting on us to get everypony there fast!

Fluttershy gulped nervously “but I'm...I'm not...”
Rainbow Dash's cerise coloured eyes appeared in front of her own. “Please?”
Fluttershy took a deep breath and plucked up her courage. “Alright. I'll do it Rainbow Dash. I'll do it for Twilight so she won't be sad anymore.”
“You GO Fluttershy!” cheered Rainbow Dash, giving her fellow pegasus a hoof bump.

Applejack began to take charge. “OK everypony, here's the plan. Big Macintosh and me'll hurry back to Sweet Apple Acres and bring up the hay cart, We'll use that to put Twilight and tho's of us who can't fly in. Ya think you can manage us all Rainbow?”
“We can assist Rainbow Dash and Fluttershy with the cart during the flight.” replied Luna.
“Thanks Princess. The rest of us'll look after Twilight during the trip.” declared Applejack.

“And me! Wha'll I get to do sis? asked Applebloom eagerly, bouncing up and down in one spot.
“Y'll go back to bed Missy...”
“Aww...horseapples...” Applebloom gave her older sister a dirty look.

Rainbow Dash and Fluttershy were soon waiting outside the library, and as soon as Applejack and Big Macintosh galloped up with the cart in tow they wriggled into their harnesses and flexed their wings. Luna was waiting nearby, watching Rarity and Applejack carefully carrying Twilight – now wrapped in a blanket – out of the Library to the cart. The princess had already resorted to using a spell to try to calm the stricken Twilight for the journey, although Luna could do nothing to ease the nightmares that plagued her. She could see Twilight's body still curling and writhing in her discomfort under the blanket as she lay carefully supported on Applejack's back, safely enclosed in the glow of Rarity's magic.

“OK Applejack, a little to the leftie...no! No! More righty!” Pinkie Pie, wearing a hard hat with a pink strobe light on the top was walking backwards in front of them and talking all the time, much to Applejack's annoyance.

“Pinkie...I know where I'm goin'!”

“It's OK Applejack, I don't mind helping! I'm going to make sure Twilight arrives in the cart safe and sound! Pinkie sense is on full alert! If I get so much as a twitchy tail I'll scream...except that maybe would be what causes Twilight to fall so maybe I won't scream, I'll wave instead, except maybe that might be the thing that causes Twilight to fall too so maybe I'll...I'm watching you Mister creepy-peepy Thunderlane, the only eye-candy you'll be getting out of Twilight 's gonna be my back hooves!...where was I? Oh yeah! A little higher Rarity! Wait..lower!...”

“Pinkie!”

“Maybe I should throw a “Farewell-and-hope-Twilight-gets-better-soon party before we go, that might help Twilight feel better and then she wouldn't have to go after all, but then that might spoil the party and-”

“PINKIE!”

“Okie-loki-dokie Applejack! but...shouldn't Twilight be in the back of the cart instead of the driver's seat? Because I heard that driving while you're sleepy can really be-”

Rarity levitated Twilight carefully back onto the improvised bed of hay in the back of the cart as Applejack buried her face in her hoof and resisted the urge to scream in frustration. Luna just gave Pinkie a blank look as the last of the Mane Six climbed aboard the cart next to Twilight, then her horn lit up as she cast a spell that caused the cart to glow briefly. It was a simple Lighter-than-Air spell, but as the cart wasn't built for flying she would have to use her magic during the trip to keep the vehicle from breaking under the unusual strains.

Spike climbed up the front of the wagon near to Applejack. “You know...maybe I should stay behind to wait for Zecora? She's not here yet and we'll need somepony to tell her to come to Canterlot.”

Luna shook her head. “Twilight will need all of her friends to be with her Spike. Especially you, who have lived and been friends with Twilight the longest of anypony here. And I'm sure that another pony here can inform Zecora that she will be needed in Canterlot. Her skills in potions will prove as useful as her own friendship with Twilight.”

Rainbow Dash grew impatient. “Well? C'mon, what are we waiting for? Will everypony please hurry up, we're wasting time here!”

Spike quickly scrambled into the front seat, just as Applebloom popped up behind him.
“Hey I know! I'll wait for Zecora to arrive, and I'll tell her to come to Canterlot for you! Sweetie Bell and Scootaloo can help too! We'll be...Cute Mark Crusader Messengers! Yay!”
“Wha...?” began Applejack, just as Rainbow Dash and Fluttershy dug in their hooves and the cart began to move away. Applejack's head appeared over the back of the cart as it began to gather speed for take off, hollering crossly at her youngest sister.

“I TOLD you you were goin' back to bed Missy! BIG MACINTOSH!!!!!”

The cart flew through the night sky towards the darkened streets and towers of the pony capital. Luna was still flying alongside, using her magic to support the cart as Rainbow Dash and Fluttershy pulled it through the skies at top speed. In the cart, Rarity, Pinkie Pie and Applejack were doing their best to ensure Twilight stayed warm and safe.

Princess Luna glanced over at the unfortunate unicorn, frowning uncomfortably before looking ahead of the cart at the winged shapes before them. Her sister Celestia was obviously taking no chances of them being delayed. A host of pegasi from the Palace Guard had arrived to escort them as they approached, and even a couple of rather sleepy Wonderbolts had been scrambled and were now trailing either side of them. As they passed over the rooftops of the city, their escorts broke formation and the cart began to descend rapidly towards the entrance to the castle of Canterlot, it's towers now looming large in the moonlight.

3 - Act 1 - Flashback Pt 1

Princess Celestia paced anxiously back and forth at the top of the grand staircase in the darkened entrance hall as she waited. The brief letter from Luna had told her enough to realise how desperate her favorite student's condition was, but until she had seen Twilight herself and heard the full the story from her sister the Ruler of the Sun could only speculate. And that was what made her nervous the most.

Celestia turned sharply as the entrance hall doors burst open. Applejack and Rainbow Dash galloped in side-to-side, carrying the limp form of Twilight across both their backs with the others following close behind. Fluttershy was very much out of breath.

“Oh my...! Twilight!”

The elder princess quickly hurried down the steps to meet them as Twilight was carefully set down on the floor in front of her, still whimpering feebly and crying as Celestia bent to examine her. Celestia's distress at Twilight's piteous state was plain to see, and as she began to carefully probe with her magic her concerned expression grew.

“Oh Twilight...whatever has happened my little pony?”

“Sister...I-” began Luna, but at that moment Twilight suddenly began to struggle and cry out in her sleep.

“Nooo!...please! Forgive me Princess Celestia...I'm begging you!” Fresh tears streamed from her eyelids as her voice broke into sobs “Please...Princess Celestia...I don't want to be the Mare in the Moon!” There was a gasp from Celestia as Twilight sank to the floor crying again, as her despair overtook her.

“Oh no...Twilight...” Celestia immediately hugged her student close and Luna seemed to be on the verge of tears, both the princesses seemed even more distressed by Twilight's fevered outcry.

“Wait...did she just say the MARE IN THE MOON?!” Rainbow Dash's question hung in the air, echoing the rest of the Mane Six's thoughts, as the same realisation slowly dawned on each of them.

“S-so...t-that's wha' Twilight's dreaming about? Bein' banished to to the moon?” faltered Applejack in a shaken voice.

"Oh my goodness..." Fluttershy whispered.

“That is...SO not cool...” Rainbow Dash gulped and looked down at Twilight.

“B-but...if Twilight's banished to the moon...she won't have any friends...or anypony to party with! She'll be a frown-frowny face Twilight forever!” exclaimed Pinkie.

“Of all the worst things that could happen, this is The. Worst. Possible. THING!” Rarity dramatically declared.

Celestia steeled herself, the implications of what she had just heard running through her mind at high speed. “We must be strong my little ponies, for Twilight's sake. There may yet be hope for her, we must hold that hope in our hearts and use it to guide us to the way to save Twilight.” She lowered her head to nuzzle at Twilight's ear. “Our first step is to unravel the truth of how this came to be...”

“Sister...” Princess Luna approached her sister, her head bowed in remorse and shame.
"I'm so sorry my sister...this is my fault...I can't believe I was so careless...”

“Luna?” Celestia turned to face her sister, who bowed down and knelt on the floor in front of her. “Please Sister...you must tell me exactly what happened, if we are to help Twilight.” Celestia's voice was gentle, the eldest of the Alicorn sisters kneeling to reassure her sister.

Luna looked down at her hooves. “As you know sister, as Princess of the Night I watch over the dreams of all ponies. Twilight...as you know, helped us during the Nightmare Night celebration after our return, and has always shown us friendship during the few times we have met. I...have realised that perhaps we have not always shown the same. That perhaps... in truth, we feared Twilight in a way...because of what we did to her and her friends as Nightmare Moon, and feared her for the power she unleashed upon us which took away our dark powers.”

Celestia said nothing, but lowered her head to touch her horn to Luna's

“When I finally realised the truth, I was ashamed. I care greatly for Twilight sister...perhaps more than Twilight realises, and I resolved to not let our friendship wither. So this night I decided that we would would fly to Ponyville and visit Twilight Sparkle in her dreams...However, when we cast our spell and entered Twilight's dream, we found her in the clutches of the most terrible nightmare...”

“Princess...please...I'm sorry!” Twilight's body shook with fear and misery, her voice breaking into a fresh torrent of sobs. “I swear I've studied hard on the magic of friendship!...I...don't understand!...I don't know what went wrong!” Princess Celestia glared sternly down at her pupil.
“It would seem that you have not learned enough from your experiences in Ponyville my student.” The princess of the Sun's voice was calm, but as cold as winter. “I am greatly disappointed in you Twilight. I had come to expect so much better from my prize pupil, and I had high hopes for your future. But you clearly have not lived up to my expectations.”

Luna looked down upon the group from above, trying to understand what she was seeing. Her sister...who loved Twilight the most...was glaring down at the purple mare with an expression that turned Luna's heart to ice. Never could she even imagine her sister capable of such a cold, unfeeling fury and hatred that this travesty of a dream was showing...but yet, a shiver of recognition ran deep within Luna's body, a distant memory buried in the far corner of her mind beginning to awaken.

“I can't believe we trusted you Twilight!” burst out Rainbow Dash from behind Celestia. “We were your friends, but you were just using us! Like - we were just some dumb research project!”

“Pullin' our strings, jus' so YOU'd have your reports to send to the Princess! You even care about our feelin's? Or was that jus' another part of the lie?” Applejack threw her nose in the air and turned her head away from Twilight.

“How could you do such a thing Twilight?” Fluttershy wasn't even crying, her anger visible all over her expression like words written in fire.

“You're a MEAN MEANIE-PANTS!”

Twilight cringed as the worst verdict in Pinkie Pie's vocabulary was handed down to her like a death sentence. Rarity refused to even speak to her, shaking her mane and pointing her muzzle away with a snort of utter contempt. Spike cuddled close to her foreleg with his back deliberately turned towards Twilight. Tears of horror, disbelief and pain streamed from Twilight's eyes as she tried to force herself lower and lower into the floor of the library as if to escape from the accusing words of her friends and her mentor's stern gaze.

“No...Stop this now! Why do you say such untruths of Twilight! How could her friends be so uncaring of her?” Luna stamped her hoof. She wanted to smash this dream, to take Twilight in her magic away to a dream of peace and comfort, to console her and tell her that it was not real. But her voice was silent to the figures below her, her anger invisible to their eyes. Luna's mind reeled - dark, half forgotten memories flashed before her, entwining with images of the horror that was beginning to engulf Twilight...

“I...I began to lose control of the dream sister...” Luna buried her face in her hooves and tried to suppress the sob that was trying to fight it's way out of her. She could hardly bear to look at Celestia in front of her, so close now that Luna could feel the warmth of her breath. “It brought back distant, horrible memories of my own – memories from a thousand years before...and the memories began to merge with Twilight's dream...”

“No!...No...I-It's not true! I love my friends! Please...please...give me one more chance! I beg you Princess Celestia! Please give me another chance!” Twilight's last pleas broke down into floods of tears as she covered her head with her hooves.

Celestia however shook her head, seemingly unmoved by her student's despair. “You have much to think about before you can advance your studies any further, Twilight Sparkle” she declared. “And I see no other choice, but to take action that will ensure that you have plenty of time to reflect on your mistakes. ”

“No Sister! No!...That's not me! It's not me! Twilight hasn't done anything! Please! I'm here!” Luna was screaming, desperate for her sister to stop - a cold knot of fear and panic rising within her, knowing what was about to happen...

“P-please...no...nooo!” Twilight began backing away in terror as the Sun Princess stepped forward towards her. On Celestia's head, the Element of Magic tiara gleamed potently. Twilight cried out again and fell to the ground, her body curling up and convulsing in the grip of her panic.
Celestia's horn and tiara began to glow brightly, releasing a rainbow coloured beam of light which dived straight towards it's target.

“Nooooo!” Twilight cried out in fear, rearing up on her hind legs and kicking helplessly with her front hooves as the beam surrounded her in a spinning vortex of rainbow colours. A blinding white light spread from Celestia's eyes and horn, Twilight's last despairing death scream of pure terror mingling with Luna's and echoing through the library as the blazing light swallowed her. A moment later, a towering beam of rainbow colours blasted through the top of the library into the sky.

“No!” Luna looked desperately about her as the light faded. She was alone in the library, the Nightmare Celestia and the other members of the Mane Six had vanished along with Twilight.

“Nooo!”

Luna galloped to the window, fear clawing at her heart as she looked up at her moon.
The shadow of the mare in the moon sprawled across it's face, memories of her own imprisonment slamming into Luna's mind like meteors.

“Oh no...Twilight...What have I done!?"

The dream world began to ripple, everything distorting around Luna as a vortex drew her in helplessly...

Spike woke with a start and sat up, suddenly wide awake and staring into the darkened bedroom of the library, as Luna fought to recover her senses. She had reappeared, dazed and in shock beside Twilight's bedside in the real Library.

“Princess Luna?...”

Luna's voice broke as her narrative ended. “My magic turned on me...it began to strengthen the nightmare - I couldn't control it...I'm so sorry sister!”

Guilt tore at the younger Princess as she felt her tears well up in her eyes. “I never wanted Twilight to suffer a punishment she never earned! I should never have interfered....not if it meant this!” She lowered her ears, bracing herself for the inevitable wrath of her sister.

Celestia's warm muzzle moved across her back, a pair of gold clad hooves carefully drew Luna up into a tight embrace as swan-like wings encircled her like warm blankets. Luna sniffled into Celestia's coat as her sister tried to comfort her.

“Oh Luna.....Hush now little sister. I know this wasn't your fault.”

Luna couldn't speak. How could her sister even think that?

Celestia closed her eyes, and dipped her head.

“In fact...I fear that blame...may be mine...”

4 - Act 1 - Flashback Pt 2

Everypony's mouth hung open as Celestia's words rang in their ears.

“Huh??” That was all Pinkie Pie could get out.

The white Alicorn turned and walked slowly back to Twilight, nosing gently at her mane.

“It truly breaks my heart to see you like this my little pony. You have let your fears get the better of you...” she whispered softly to her student.

“Y-you? Whoa-wait...How could YOU have gotten Twilight into this mess Princess?” Rainbow Dash stared at the Princess, her expression a picture of confusion and disbelief.

“Ah don't get it either...didn't Luna just say that it was her spell going wrong? Don' get me wrong tho' Princess Luna...Ah realise ya meant nothing by it...but – how come ya'll blaming yourself Princess Celestia?” Applejack sat down and reached up to take off her hat, holding it over her chest in the crook of one fore hoof while rubbing her head with the other.

Celestia sighed, looking down at Twilight's still form.
“You see Applejack, I also visited Twilight earlier today, to continue Twilight's studies in person...”

“Alright Twilight. Let's try again, and this time focus.”

Princess Celestia and Twilight stood together in the middle of the main room of the library. Books littered the floor and the table, and a few scrolls and other items were adorning the walls in ways that seemed to defy even the fairly lax laws of physics that operated in Equestria.

Twilight's lesson wasn't going very well.

Celestia watched as Twilight built up a spell in her glowing horn, her eyes screwed shut in concentration. While complex, the spell Twilight was trying to cast was usually well within her student's capabilities. Today however...

“Now Twilight, we just have to-”

The spell abruptly seemed to explode into bolts of violet lightning, arcing in all directions. A small tornado of airborne books whizzed about the library like square missiles while the table made another desperate bid for freedom through the fireplace.

“Yowch!” Celestia quickly ducked as a heavy old tome sailed past her crown at high speed, then quickly cast her own fail-safe spell as her student had a small panic attack while trying to correct the errant magic.

The book storm subsided and Celestia sighed, mentally chalking up another attempt. Already Twilight had accidently conjured up an impressive number of storms and chaotic magic spells of varying types and degrees, including a strange tentacle creature which Celestia had hurriedly stuffed back into it's own dimension and tried her best to forget about. As for the cupcakes, that was probably best left...

“Oooh...I'm so sorry Princess Celestia!...I...I don't understand! I don't know what went wrong!”

“Twilight...” Celestia took a deep breath. “This spell requires a great deal of concentration and focus. Even the smallest distraction will cause it to fail. I had thought that you had reached the level of control necessary for this but perhaps that assumption was a little premature...”

“N-no! I know I can do this! It's just...” Twilight's words trailed off, her ears lowering. Celestia regarded her student, her sympathy mixed with curiosity. Twilight had seemed unhappy all the way through the lesson, and her magic had been giving her no end of trouble the whole afternoon.

“Twilight? Is something...?”

“I'm sorry...please give me another chance Princess Celestia...” Twilight bowed her head.

Celestia considered for a moment. “Perhaps Twilight, it would be best to end our lesson at this point. The hour grows late and I will soon be needed in Canterlot.”

“Princess...” Twilight looked more depressed than ever,

Celestia turned and walked towards the balcony, pausing for a moment with her wings flared.
“Twilight...I sense something is wrong. I will not pry, but you have much to think about if you are to advance any further in your studies”

Celestia spread her wings and took off into the late afternoon sun, but her thoughts remained of her student and the puzzle of her uncharacteristic inattentiveness. Part of her wished she could remain, but she dismissed the thought - royal duties apart, it would be a disservice to Twilight and her already considerable abilities to interfere too much. She just hoped Twilight found the answer she needed soon.

She never saw Twilight sink to the floor and begin to cry pitifully as she was left alone in the library, the mare curling up tightly and shivering in the grip of a nervous breakdown...

“After I returned to Canterlot, I admit I felt uneasy...” Celestia closed her eyes as a twinge of regret plucked at her heart. “I could see that something must have been troubling Twilight deeply, to the point it was affecting her magic...and...perhaps I erred in not pursuing the matter.”
Celestia knelt beside Twilight and lay her head against Twilight's neck.

“I'm sorry my student...I know how much your studies with me mean to you...my words were never meant to be harsh.” she whispered.

The sound of nearby hooves interrupted Princess Celestia's thoughts. Lifting her head, she turned and looked up to see Applejack, the rest of the Mane Six behind her drawing close.

“Princess Celestia...”

Applejack nervously stepped forward to address the Princess. The earth pony's eyes were filled with guilt and shame. “Ah...think ah got somethin' to confess too.”

“Me too.” Rainbow Dash spoke up behind Applejack, the usually confident pegasus fidgeting uncomfortably.

“We all have something we should say” admitted Rarity.

Celestia stood up regally and looked down at the rest of the Mane Six. The faces of the five mares were glum, and even Pinkie's mane had suddenly gone flat. Spike kept his gaze on at the floor in front of him.

“I'm listening...” came Celestia's soft reply.

Applejack, looking decidedly shamefaced, took a deep breath.

“You see Princess...that mornin', - well... we weren't being terribly good friends.”

“No way Applesnack!”

“For th' last time, Rainbow!”

Morning sunlight streamed through the windows of the library. Fluttershy and Rarity were seated on cushions in one corner of the main reading room, watching Rainbow Dash and Applejack arguing louder and louder, their noses barely an inch apart.

“Will you get off your high horse just ONCE in a while!? Sheesh, you are so not cool when...”

“Get off mah high horse? How 'bout YOU getting' your head outta the clouds?”

“Oh funny. Coming from an Earth Pony who's got her head up her...”

“What's goin' on?” asked Spike as he and Pinkie Pie came in from the kitchen and stared at the two arguing ponies.

Rarity shook her mane “Nothing...unusual Spike dear. Just Rainbow Dash and Applejack being their usual uncouth selves whenever they disagree.”

“An' just what does THAT mean Rarity?” snarled Applejack, glaring over at the snow coloured unicorn.

“Really Applejack, must you two be so crude?”

“Oh yeah? Well at least we aren't like...total snobs like SOME ponies!” Rainbow Dash hovered in mid-air, glaring at the dressmaker.

“Face it Rare...when it comes to bein' fussy and persnickety, y'all just as rude an' aggravating as...”

Rarity gave Applejack an angry look. “Oohh...It. Is. ON!”

“Hey! Nopony speaks to Rarity like that!” Spike leapt in front of his crush and smoke puffed from his nose.

“That's very noble of you Spike but I can handle anything these...uncivilised brutes can say!”

“Girls! What's...going on down here?” Twilight Sparkle trotted down the stairs from her bedroom, staring wide-eyed at the arguing ponies in shock.

“Stay outta this Twilight...This is between Rainbow, Rarity an' me.” said Applejack firmly.

“Yeah, we don't need any eggheads butting in neither!” Rainbow Dash snorted. Twilight's jaw dropped open.

“Rainbow!... What in Equestria has gotten into everypony?”

“We are quite capable of dealing with this ourselves Twilight, even if some of us are just plain rude and obnoxious.” sniffed Rarity.

“Rarity! How can you say that about your friends?” Fluttershy walked over and glared at her unicorn friend.

“Fluttershy...stop! Please everypony, calm down!” Twilight pleaded.

“Will you stop interfering Twilight? That's all you EVER do! It's NOT cool - why can't you just leave us alone for a change?” Rainbow glared at the librarian, who's eyes grew watery.

“B-but...but...I'm your friend! Friends are supposed to help each other!”

“Says the mare who only wanted to be our friend when she was ordered to by the Princess!”

“Whaat?” gasped Twilight, hardly believing what she heard the weather mare say.

“Let's face it Twi, The only reason ya'll came to Ponyville 'n the first place was to study frien'ship” cut in Applejack. “The only thing ya'll always cared 'bout were ya'll friendship reports, or did ya'll forget about what ya'll did with that doll?”

“Is that all you care about Twilight? Are we just some...dumb research project to you?” Rainbow Dash was practically nose to nose with Twilight, hovering directly in front of her.

“B-but...n-no! I...I...” Twilight backed away from her friends, her ears lying flat as if to block out the accusations flying at her.

“That's...really MEAN Twilight! Are you really a mean meanie-pants?” asked Pinkie

“How could you do such a thing Twilight?” whispered Fluttershy.

“N-no! I-it...it's not...” Twilight's heart felt like it was being torn up in front of her like parchment, words failing in her throat. It couldn't be true...could it?

“Forget it - I'm outta here.” Rainbow headed for the door.

“Me too. Ah got honest friends ta buck apples for...” Applejack turned and vanished out of the door, closely followed by the others.

“Rarity...” Spike gave Twilight a hurt look and headed in the direction of the Boutique.

Twilight crouched miserably in the middle of the room, tears welling up in her eyes.

“I...I don't understand...what did I do wrong?”

“Course afterwards we realised just how silly we'd y'all been, and how awful we'd treated a friend like Twilight.” Applejack hung her head, a couple of tears falling to the stone slabs.

“Me and Rainbow Dash...well, when we cooled our heads some and made up, we tried ta go apologise to Twilight...but by then she were too upset to even talk ta Spike... She j'us...hid herself away, so we figure we'd try ta talk to her in the mornin'. Guess by then...she'd had her lesson with ya'll Princess..." Applejack sighed and walked up to Twilight to nuzzle her.

“So y' see Princess, 'twas our fault that Twilight was so upset an' was messin' up her magic so bad. She was worried 'bout losing her friends, but we were the ones who should'a done the worryin' after treating her so bad....we're sorry Twi...real sorry...”

5 - Act 1 - The Dream Walkers

The Bringer of the Dawn bowed her head and did her best to maintain her composure, as Applejack's last words hung in the air. The last piece of what truly must have been a day of horrors for her most beloved student had fallen into place, and Celestia remained silent for a moment - the princess 's heart filling with guilt at the thought of the role she had inadvertently played. She could hear Applejack - normally one of the most stoic of the six friends, struggling to keep her tears in check and knew that she must act quickly before what little hope her ponies had left faded completely.

The Alicorn rose to her full regal height and stood gracefully, wings flared, with all the strength and determination of a true ruler of Equestria. Her voice was calm and gentle, without a trace of scorn but yet was full of resolve and authority.

“It would seem that we all have had a part to play in this my little ponies, and...while there will come a time when we must all make amends for our mistakes...our task must first be to safeguard Twilight, and return her to us safely.”

Celestia fixed her gaze on the six dejected faces before her, her expression solemn.

“What Twilight needs the most now is the love of her friends, that is the one thing which will give us any chance of saving her. We must work together, and through our love for Twilight we can overcome the challenges that lie ahead.”

“Jus' tell us what to do Princess...” Applejack adjusted her hat, and turned to look at Celestia, her face was still sad and filled with shame, but now also with a quiet resolve.

At that moment the main entrance doors burst open and Princess Cadence and Prince Shining Armour came charging in at top speed. Both of the royal couple's manes looked somewhat more untidy and wind-blown than usual, as if they had been flying very fast.

“Twily!”

Shining Armour called out to his sister as he and his wife galloped the length of the hall to Twilight's side.

“Oh my gosh...Twilight!” gasped Princess Cadence, barely slowing down as she raced past her aunt and knelt beside her in-law, as Shining Armour came to a screeching halt behind her.

“Twilight?” Princess Cadence gently tried to rouse the mare with a hoof, but Twilight's only response was a faint whimper and to curl even further up into herself.

“Oh Twilight...” Cadence scooped up Twilight into a hug, softly reciting their foalhood chant to her as if it were a magic spell.

“Sunshine, sunshine – ladybugs awake...clap your hooves...and...do a little shake...”

A tear trickled down the Ruler of the Crystal Empire's cheek and her voice wavered when she realised no response was forthcoming, and as she was carefully set down Twilight's whimpers became more distressed and her condition appeared to be getting worse.

Shining Armour stared at the limp form of his sister in shock as Cadence buried her nose in Twilight's mane.

“Wha...What happened?!” Shining Armour looked up at Princess Celestia

Celestia's expression was grave. “It appears that Twilight has fallen victim to... an unfortunate chain of events.” The ivory Princess looked distinctly uncomfortable as a fresh reminder of the fateful meeting with her student gnawed at her. “She cannot escape this nightmare alone, and it is draining her spirit along with her magic. I called you here because if Twilight is to have the strength to survive, she will need all the love we can give her.”

Cadence raised her head to look at her aunt, and gave Celestia a silent nod of understanding. Her horn glowed brightly, and a bright, heart shaped flare of arcane energy drifted from her horn and faded into Twilight's chest. The Crystal Princess then lay down beside her sister in law, her horn still glowing with a sky blue aura as she continued to channel her love into the unconscious Keeper of Magic, her powers appearing to soothe Twilight's fevered hallucinations a little.

Princess Celestia nodded with grim satisfaction.

“Cadence's magic will strengthen Twilight's spirit, but it cannot stop it from being drained entirely. It may however buy us enough time to free her.” She turned to the others.

“There is only one hope of rescuing Twilight. The Elements of Harmony.”

“The Elements of Harmony? But...Princess...without Twilight and her Element of Magic, the other Elements won't work!” Spike pointed out

“Indeed this is true Spike...” agreed Celestia. The Guardian of the Day turned to face her sister. “And that is why we need Luna's help too.”

“Sister?” Luna seemed hesitant.

Celestia drew close and touched her horn to her sister's.

“Luna, I know that you still unsure of yourself after what happened. But Twilight needs you, she needs both of us...I know that you can do this sister.”

Luna expression remained troubled, but after a long moment of contemplation and a final glance a Twilight she bowed her head in agreement. “I will do whatever I can sister...”

“Princess...I don't get it. How are we gonna use the elements without Twilight?” complained Rainbow Dash. “Didn't you tell us once that you an' Luna weren't connected to the Elements anymore?” The pegasus pony sat down and drooped her head. “Ugh...My head hurts...”

“Unfortunately, what I told you about the Elements is true Rainbow Dash.” Celestia explained. “However - as you have already heard, as Princess of the Night, Luna has the power to enter ponies' dreams – which thus provides a way to get to Twilight from inside the nightmare. It will not be easy, but I am confident that Luna will be able to bring all of you with her into Twilight's dream.”

Rainbow Dash's hoof clapped to her forehead in embarrassment. “Oh yeah...heh...right...” she mumbled.

“Therefore, your mission is to travel into Twilight's dreams with Luna, and bring with you the six Elements of Harmony.” Celestia continued.“Once you have found Twilight and given her her element, you must use them to help free her.”

“D'ya think it'll really work Princess?” Applejack breathed.

“It is our only hope Applejack. Twilight's nightmare is drawn from her fears, and there is no way of telling what dangers and obstacles you may face. But I have faith in all of you that you will succeed.”

“Well what are we waiting for?” Rainbow Dash sprang into action, eager to start.

“Ya'll can count me in Princess” replied Applejack. “Ya'll comin' too Fluttershy?”

Fluttershy cringed a little. Rainbow Dash hovered over to her fellow pegasus. “C'mon Fluttershy, step it up! Twilight needs us! Please?”

Fluttershy took a deep breath. “I'll...I'll do it Rainbow Dash. Even if it means facing scary monsters and fears which make me nervous, I'm going to help save Twilight...” Rainbow Dash pulled her friend into a hug.

The white unicorn mare tossed her purple mane. “Rarity...is ready!”

“Me too! Me too! Oh this is going to be so fun-fun-funerific! I've never been in a dream before...well, I've been in my dreams before but never anypony else's!” Pinkie bounced up and down excitedly. Rainbow Dash rolled her eyes.

“I'm coming too.” Shining Armour stepped forward, wearing his most stern Royal Guard frown.

“So will I.” Cadence also began to stand up, but Celestia shook her head and held up one hoof.

“Shining, Cadance - I understand your wish to volunteer. But you would best help Twilight by staying by her side, she needs your love to stay strong. I myself will be remaining with Twilight, and I will need your help to keep her spirit alive before help can reach her.”

Celestia gave the royal couple a sympathetic look. "Shining...I have already written to your parents telling them that Twilight has had an accident. I have promised I will do everything I can to care for her, but I have also asked that they wait to hear from me before coming to the palace. It would be cruel for them see Twilight like this...”

Shining Armour hesitated, and looked back at Cadence, who after a moment's thought gave a silent nod. The white stallion dipped his head reluctantly. “As you wish, your highness...” He turned and settled down beside his wife, who had turned her attention back to Twilight along with her magic.

“Er...There's one small problem - didn't we leave the Elements back in Ponyville?” Spike asked.

Celestia smiled. “No need to worry Spike. I may have placed a spell to prevent Discord or anypony else from taking them away, but not myself. Luna also made certain that she placed a summoning spell on them for me before she left the library, just in case we needed them.” Her horn glowed, magically summoning the six Elements of Harmony. The five necklaces popped into existence in front of her and distributed themselves to the rest of the Mane Six, while Twilight's tiara floated over towards Spike.

“I entrust Twilight's element to you Spike. Please, do whatever you can to deliver this to Twilight safely.” Spike quickly snapped to attention.

“You have my word your Highness. Noble Dragon's Honour.”

Celestia looked round at the group. “There is not much time left. Shining, please see that Twilight is brought up with me to my royal chambers at once. We shall best care for her there.”

The Sun Princess watched as Twilight was carried carefully into the Princess's chambers and gently set down on the round bed by the fireplace. Luna led the rest of the ponies in, Rarity barely able to contain herself at sight of the rich, purple coloured carpet, and the walls decorated with murals of clouds and bedecked with tapestries of stars. On the opposite side of the room to the door, a huge, arched French window opened onto the balcony. This room was the Princess's home, her private sanctuary within the tallest tower of the castle and a place which few ponies apart from Luna ever got to see.

As Cadence and Shining Armour took their places beside the bed, Celestia walked over to stand by Twilight, then flared her wings and faced the six ponies and one dragon on whom the fate of her student rested.

“Good luck my little ponies. Myself and Twilight are counting on you. Please bring my most faithful student back safe.”

The eldest of the ruling sisters then lay down on her bed close beside her student, letting Twilight's body rest against her flanks and curling her flowing mane and tail around her like a blanket. One by one, each of the remaining Mane Six approached the bed and nosed at the stricken Twilight's cheek before gathering round in a rough circle in the centre of the room with Princess Luna.

Luna regally held her hoof up for silence. “Listen very carefully my little ponies. Twilight's fears have become very powerful, but Twilight must face them otherwise the nightmares will never end. But – what is most important, Twilight will need the strength of her friends to help conquer her fear. We must stand with her by her side, and lend our support in the face of that which she fears the most.”

There was a moment of silent contemplation of Luna's final warning, and then the Dream Walker's horn began to glow brightly as she prepared her spell. Five hooves and one dragon claw reached out and met in the centre of the circle, and after a moment a sixth, darker hoof joined them as white light filled Luna's eyes and poured from the tip of her horn. The comfortable royal quarters bent and rippled around them, and within moments the rescue party had vanished in a blinding flash of light, leaving Celestia, Cadence and Shining Armour alone with Twilight.

6 - Act 2 - Into the Night

Darkness gave way to pale moonlight.

“Whoa, Nelly...tha' was some rodeo ride...” gasped Applejack.

The five mares and one dragon looked about them in confusion as their surroundings faded back into focus.

“Ponyville? Hold on...what in Equestria are we doing back here?” asked Rainbow Dash.

The familiar buildings of Ponyville rose around them, their windows dark and it's streets cloaked in the shadows of night.

“Did something go wrong?” Rarity asked.

“Ah don't think so ya'll. Ah gotta feelin' this is ain't Ponyville...” Applejack said slowly.

“Well it certainly looks like Ponyville...” replied Rarity.

“Why'd you say Applejack?” asked Spike

“Er....mainly 'cause of THAT...” Applejack was pointing with one hoof, looking up at the sky. Sprawled across the face of the moon was the sinister shadow of the Mare in the Moon - just as they all remembered it from not so long ago, before Luna's return one eventful midsummer's night.

“Indeed, this is not Ponyville fair Applejack...” Fluttershy took off like a rocket in fright as Luna emerged from the shadow of a nearby wall, the stars in her ethereal mane sparking brightly like diamonds in moonlight.

“Princess Luna!...so...we're in Twilight's dream right now?” Rainbow Dash looked about her “This is kinda freaky...it all looks so real...”

“I assure you, this is indeed all in a dream.” Luna looked up at the moon. “...Twilight...”

“...That'll...be her...up there...ain't it Princess...” Applejack was gazing up at the shadow too.

“Indeed...I have seen my moon looking this way in pictures drawn before my return, but never have I seen it for myself...It feels...strange...to see it now...”

Fluttershy nervously looked about her. “I...I don't like this place...it gives me the creeps.”

“Fluttershy dear - it's just like our Ponyville, even if it's a little more...unfashionable.” Rarity strolled past the pegasus and inspected the nearby scenery. “Maybe if we add a little more colour...Oh! maybe some ribbons and - WahahahAHHHHHH!!!!!” As the unicorn spoke - Rarity had raised her hoof, and it was if she had bumped an invisible wall, space itself abruptly beginning to ripple around her.

Both Rarity and Fluttershy immediately freaked out and hugged each other with a little scream as Applejack and Rainbow Dash watched with open mouths.

“Whoa Nelly!...W-what in the hay...” began Applejack, but a sudden bout of hysterical giggling interrupted her. Pinkie Pie was sitting a little way off, completely at ease and happily amusing herself by poking at various things and making them ripple - and falling over herself laughing.

“P-Pinkie?” Rainbow Dash stared at her earth pony friend in disbelief.

“Heeheeheeheeheee! Isn't this great? Huh? Huh? Look, I can make the library go all silly...” She poked again at the air in front of her, making it shimmer and distorting the view of the library in front of them.

Her friends all gave Pinkie Pie the same incredulous look as the bubblegum pink mare continued to amuse herself with her game, only pausing when she looked round at them innocently and noticed their expressions.

“What? It's just like home...”

“Huh??” Her friends could only gape in confusion at this. Even Luna looked puzzled.

“Ohhh kaaaay...” Rainbow Dash tried to shift her mind back into first gear.

Eventually, Applejack broke the silence, looking up at the moon again. “Now how in the world are we gonna get up there?” she murmured.

“Leave that to me – c'mon Fluttershy!” Rainbow Dash flexed her wings

“Err...Rainbow? Might wanna hold on there a sec partner...” Applejack began.

Rainbow took off at full speed, flying up towards the moon. The others watched her climb higher and higher, but the pegasus soon reached her limit of flight and hovered for a moment. When she returned to the ground she was a little red faced.

“Err...sorry about that...guess it's a little further away than I thought...”

“Eeeyup...” drawled Applejack. Rainbow suddenly looked glum.

Luna's hoof lifted the rainbow mare's chin, her eyes meeting those of the Star Princess. The Ruler of the Night smiled kindly. “A noble effort Rainbow Dash, however - Twilight's prison both is and is not in the moon itself. It is not the same as what you would consider to be a real place, although I assure you that in itself it is very real. We will reach Twilight, but only my magic will allow us to travel there.”

Rainbow gave a slight smile back.

Luna turned and indicated the dark hills visible in the distance. “We must first journey to those hills yonder my little ponies. I shall then open the way from there. We must make haste however.” The dark Alicorn turned and set off down the dirt road that led through Ponyville.

“C'mon ya'll.” Applejack gave one final glance at the moon high overhead, then followed Luna down the darkened streets, the others soon following behind her.

As the rescuers filed through the town, Applejack caught up to Luna.

“...Princess Luna...Twilight is gonna be alright, ain't she?” the farm pony timidly asked.

Luna turned to look at her. “What is it you mean Applejack?”

“Well...if you don't mind me sayin'...ya'll know wha' she's goin' through an' all...is she gonna...b-be able to forgiv' us? F-for what we said?”Applejack replied hesitantly.

Luna looked uneasy and remained silent for a moment, as if in deep thought. “I cannot say what is true of Twilight, Applejack. However...good friends will always forgive each other... In time...”

The princess's reply didn't seem to reassure Applejack. The orange Earth pony sighed, lowering her head as if she was in disgrace.

“Twilight might forgiv' me... but ah sure am gonna find it harder to forgiv' mahself...” she whispered.

Luna gave her a questioning look. “And why is that?”

Applejack squeezed her eyes shut. “Princess...Ah'm supposed ta be tha' Element of Honesty...but...what ah did....” Applejack suddenly couldn't hold her guilt back any longer, her words rushing out. “It-It were as bad as a lie! Ah wasn't honest with mahself about Twilight's intention' when she tried to stop me an' Rainbow Dash fightin'...” Applejack's voice grew quiet. “How can anypony forgiv' me for that?...”

Luna frowned as her own experiences haunted her thoughts. But then she drew closer to Applejack's side as they walked and touched the smaller mare's neck with her cheek. “With honesty comes trust my little pony, and that will heal the most broken of friendships.”

Applejack sighed again. “Ah hope ya'll right Princess...”

Ahead of the group lay Ponyville's town square. Wrapped up in her own thoughts, Luna couldn't help feeling that something felt...out of place as she entered. The Ruler of the Night racked her brains for a moment, she had not been to Ponyville very often and was generally unfamiliar with the town. But something in that square had rung a distant memory – and not a good one at that.

Pausing for a moment and looking about her, the only thing that immediately caught Luna's eye was that while the rest of the streets had seemed deserted for the most part, in one corner of the square were three little fillies playing with a skipping rope. Luna watched them for a moment as she waited for the rest of the party to catch up, and listened as snatches of laughter and their skipping chant drifted over to her.

“...One...Two...Nightmare's looking for you...”

Luna shivered at the reference to her dark alter ego. Even the laughter of the fillies had seemed wrong, almost mocking at times. Luna shook her head, stepping out of the shadow of a column of ash-grey stone beside her and walked towards the other side of the square without even a backward glance.

“C'mon! You guys are so slow!”

Rainbow Dash was getting impatient. The pegasus pony alighted on the ground and stamped her hoof as Rarity, with Spike sitting on her back, gently urged on a reluctant Fluttershy - who was jumping at every shadow including her own.

“Really Fluttershy darling...it isn't all THAT bad. I must admit...I thought it would be much worse than this.” Rarity was saying to her timid friend.

“Oooh....H-how – EEEEK! - H-how much worse d-did you think it would get? I-I'm t-t-terrified!”

“Well darling, I thought...well...never mind what I thought dear... Still – so far the only really scary thing I've seen was that truly awful outfit in that shop window...such crimes against fabulosity should never be so displayed!”

“She's right Fluttershy, as nightmares go this one's not so bad – for us anyway...” Spike added hastily, looking up at the moon.

“I-I don't like that moon...it's scary...” quailed Fluttershy.

“Fluttershy...that's Twilight up there, or had you forgotten...” Rainbow glared at her fellow pegasus.

“I-I'm sorry Rainbow Dash...I can't help it if I'm a scaredy pony sometimes...”

“Never mind dear...we'll find Twilight and go back safe to Canterlot, Oooh! I'll be able to go and shop for all the latest fashions! You simply must come and help me choose!” Rarity's face lit up at the thought of a shopping spree in the pony capital.

Rainbow Dash rolled her eyes and leaned impatiently on the stone column beside her as Pinkie Pie passed by, with Rarity and Fluttershy bringing up the rear. The Pegasus took to the air again and turned towards the other side of the square, which Luna and Applejack were just reaching.

Along the ground just below Rainbow Dash, a long shadow stretched out from the column that both she and Luna had lately stopped by. Wrapped up in their thoughts, none of the ponies had really noticed it, the statue on top of the stone pedestal creating the strange silhouette of a tall, thin figure wearing a hat across the square – it's long, thin claw exaggerated in the bright moonlight.

And none of the ponies saw the shadow begin to move as they passed.

Except Fluttershy.

“Fluttershy? What's wrong?” Rarity stopped and stared at her pegasus friend, who had suddenly frozen in terror without warning in the middle of the square.

Fluttershy could only whimper unintelligibly, indicating frantically behind her without looking round herself.

Rarity looked back. “Honestly darling...there's nothing there.” Fluttershy shook her head and bleated.

“What th' hay is goin' on over here?” Applejack and the other ponies had noticed the two mares weren't following and turned back, even Luna was trotting across the square towards them.

“I don't know...something's wrong with Fluttershy...” replied Rarity “Really darling...there's nothing scary here”

“Yeah sugar-cube, look. It's jus' the houses in Ponyville, the town hall, the statue of Discord, the...” Applejack broke off suddenly, the farm pony's eyes going wide as she realised what she just said.

“Uh-oh...”

Slowly, the collective bit began to drop and everypony's gaze drifted up to look at the statue, the snake-like form of the Draconequus towering above them in the cold blue light of the moon.

But it wasn't a statue any more. Standing on top of the pedestal and looking down at them was Discord - wearing a moth eaten red and green striped sweater and a dirty brown hat. His eagle claw cast long knife-like shadows on the ground as he brandished it, and the Master of Chaos laughed loud and long as the five Friends of Harmony screamed in fright.

7 - Act 2 - The Master of Chaos

"Waaaaahahahahaha!!”

The Spirit of Disharmony fell about, laughing fit to burst at the cowering ponies. “Astounding! Your FACES! Simply PRICELESS! Hahahahaha!”

There was a flash of light and the Draconequus vanished from the pedestal and reappeared - minus the hat and sweater, lying on the ground beside the group, still doubled up with laughter. “That was so FUNNY!”

“DISCORD!” Luna angrily stepped forward, her starlit mane and tail billowing out and her eyes glowing in anger, as the Royal Canterlot Voice of Luna echoed all over Ponyville. “YOU KNAVE! YOU CORRUPTOR! WHAT IS THE MEANING OF THIS!? EXPLAIN YOUR PRESENCE HERE AT ONCE FIEND!”

Discord materialized in front of her, idly lying on a recliner conjured from nowhere. “Why if it isn't the charmingly mysterious Luna! I haven't seen you in aeons...I seem to remember you were turning me to stone for the first time when I saw you last, but I'll let bygones be bygones...”

Rainbow Dash practically head-butted the chaos pony as she zoomed in to go nose to nose with him, her eyes angrily staring into his from point blank range.

“All right Discord...Just what did you do to Twilight!?”

The top of Discord's head magically flew open like a trapdoor with a loud cuckoo, revealing another Discord head on a spring. It bobbed up and down above the mare's head like an evil jack-in-the-box and spoke. “Oh Rainbow Dash...I've had so much on my mind lately...Just what was it I did to Twilight again?” The puppet-like head joined it's larger version in a mischievous grin.

“You know what I mean! You can't fool me again!” hissed the pegasus.

“Ah, my little Dashie...” The Draconequus teleported again with a snap of his talons and re-appeared in front of the group “What fun is there in just telling you what I did? But of course...there's plenty of fun in it when you've done absolutely nothing...” He pulled off his fang to pick at the rest of his teeth.

“Quit stallin' Discord. Ah ya'll responsible for al' this?” demanded Applejack.

“Do give me some credit, not-so-honest Applejack...” With another flash of light the trickster vanished and reappeared yet again, dressed in a suit with a monocle screwed into his eye, acting every bit the posh connoisseur.

“...I had so much fun breaking your friendship when we first met. It was truly a masterpiece of chaos that is still very dear to my heart...” The Master of Chaos snapped his claws and a giant framed picture of the ponies arguing appeared.

“But truly, it simply pales in comparison to your chaos art nouveau...now THAT was pure genius...”

“Wha' ARE ya talkin' about Discord?? growled Applejack impatiently.

“Oh...but I'm talking about you ponies of course!” the Spirit of Chaos ditched his disguise by unzipping himself, skin and all. “I merely had to sit back and enjoy the show...” Another flash of light heralded another costume change, this time to that of a ringmaster. “...AND WHAT A SHOW IT WAS!” Discord announced enthusiastically to a non-existent audience.

“...W-wha?” ventured Applejack. Discord teleported into their midst and put an arm round each of the ponies, five in all.

“I had such a laugh at all the nasty things you had to say to your friend...” More bursts of chaos magic put the Draconequus in a cinema-style chair with 3D glasses on his head and a cup of soda and a bag of popcorn in each claw. “I LOVED it Rainbow Dash, when you told Twilight that you didn't trust her because you thought she was experimenting on you...” Discord slurped at the straw, the cup disappearing up it before he crumpled up the unusually solid soda in his claws and threw it over his shoulder.

“But the award has to go to Applejack, the Element of Honesty! Telling Twilight that you believed she only cared about those pathetic reports she sends to her precious Princess Celestia...truly a master-stroke! You succeeded in breaking your friendship in ways I've never even thought of before....”

Applejack glanced over to Luna, horror struck. “How coul' he know so much abou' tha'?” she whispered to the Princess. Luna looked back at the cowpony but gave no reply.

“And now...poor, friendless little Twilight is trapped in her worst nightmares...” Discord vanished and re-materialised on top of the pedestal again, dressed once more in the hat and striped sweater. “Oh this is just going to be too entertaining. And to think...I have you ponies to thank for gift-wrapping your best friend in her own guilt, and dropping her right where I want her...”

Pinkie Pie growled at Discord. “If you do ANYTHING to my friend Twilight, you're going to get IT...once I find out what IT is...you'll get it!”

“Really...If you think we are just going to let someone so...uncouth...torment our friend you are sorely mistaken.” scoffed Rarity, as Spike beside her glared dangerously at Discord. “...and as for that truly DREADFUL outfit...Brown with red and green stripes indeed! It's a crime against fashion, and I will not allow such an affront to the eyes to go unpunished!”

Discord snorted. “Will you ever learn?...hellooo... I am the Master of Chaos! Do you really think that even with your precious Elements, you have a chance of stopping me from doing whatever I want? What could I possibly have to fear from a... broken 'friendship'?”

“You...YOU'RE WRONG!”

Fluttershy had finally reached the limit of her temper and flown directly in front of Discord. The other ponies' jaws dropped open as the normally shy pink and yellow pegasus stared Discord down, her normally soft voice loud enough to echo around them.

“You're wrong about us breaking our friendship with Twilight! We may have been mean to her, and she may never forgive us - but we still care for her! And even though I'm scared of all the horrible things you can do, or that Twilight won't speak to me anymore - saving Twilight means more to me because she is still my friend, whatever she thinks of me! True friends stay friends...No. Matter. What!”

“...F-Fluttershy!” gasped Rainbow Dash in astonishment.

Discord gave Fluttershy an evil glare. “Humph...We'll soon see about that...And now if you'll excuse me, I have some Chaos to wreak...” The arch-trickster vanished with another snap of his claw.

"Whew..." Applejack sighed in relief. “C'mon everypony, best we keep movin.'”

The band of friends began to move off again but Applejack hung back for a moment, stopping to look at the stone column Discord had disappeared from. “Ah sure wish ah knew what that was all about...”

“Whatever do you mean darling?” asked Rarity, turning to look as well before looking back round at Applejack.

“Did anypony else think tha' Discord seemed...different somehow? An' how in the wide wide world of Equestria di' he know abou' wha' we were sayin' ta Twilight?”

“I noticed that too... and he also didn't seem to remember what we taught him the last time we saw him either...remember?” Fluttershy put a hoof up to her chin in thought.

“Well...no sense in worryin' about it now...we got a friend ta save...” Applejack set off once more down the road leading out of town. Rarity and Fluttershy followed behind, the three mares joining the procession as the group left the deserted Ponyville, heading into the night for the distant hill.

8 - Act 2 - Through Shadows and Moonlight.

The wood had never looked so dark and menacing.

The six ponies and one dragon stood at the edge of the trees, on the road that lead from the deserted facsimile of Ponyville. The trail ran on - disappearing through the dark shadows cast by the tall trunks and thick canopy of leaves that blotted out the light of the moon, and even hid the hills and mountains in the distance beyond.

At least it wasn't the Everfree Forest.

“It sure look like Whitetail Wood, but it don' feel like it. Ah don' trust this place none y'all...”
Applejack looked cautiously up at the overhanging branches.

“Indeed Applejack, I sense much darkness and fear in this forest...” Luna stared hard into the trees, as if she was seeing much more than what was visible.

Fluttershy grew nervous. “Ooh....I-I hope that there's nothing scary hiding in there...”

“Fluttershy dear, whoever heard of anything like THAT in Whitetail wood? It's in Equestria, it's not like the Everfree forest.” Rarity was doing her best to reassure Fluttershy, despite her own misgivings.

“Aww c'mon you guys! We can totally take ANYTHING this place can dish out. We totally showed Discord didn't we? Rainbow Dash hovered confidently above them, her forehooves on her hips.

“No, Discord decided not ta do anythin' Dash.” Applejack retorted sternly. “Wil' ya quit braggin' already?”

“Beware my little ponies.” Luna quickly interrupted before the two rivals could start arguing again. “Remember well, that this is not the world - nor the Whitetail wood - that you know. Here, even the most peaceful place in Equestria could hide something as dangerous as anything in the Everfree.”

Fluttershy squeaked and tried to hide her head in a rabbit hole as Luna lit her horn up and marched steadily down the road into the forest.

“C'mon y'all. Keep ya eyes open.” Applejack summoned up her courage and followed behind the Mare of the Moon. Rainbow Dash flew down and tried to tug Fluttershy out of the hole by her tail.

“Let's go Fluttershy!” The timid pegasus jerked free with a pop. “…and remember what Applejack said ok? Eyes open...”

Fluttershy cringed and squeaked as her winged friend strained to push her along the ground, her hooves scouring deep trenches along the way. Pinkie Pie skipped happily past, bouncing off all four hooves.

“Wee! C'mon Fluttershy, turn that frown around! And anyway, if anything reeeeaaaally scary's going to happen, my Pinkie Sense'll soon tell us.” Pinkie hopped ahead of the rest of the ponies, cheerfully humming a rendition of her 'Giggle at the Ghostie' song all the way.

“R-really?” Fluttershy quaked.

“Sure, If my knee gets pinchy, that's my Pinkie sense telling me something scary's going to happen!”

The pink earth pony ducked under a low branch, totally oblivious to the snake which suddenly dangled out of the tree and hissed at her.

“Of course... I always laugh at scary things so I never get scared, and because I never get scared I never get any pinchy knee warnings from my Pinkie sense because I don't get scared...”

Pinkie's ramblings didn't even pause, despite the open mouthed expressions of terror on her friends' faces – even as something that looked like a gnarled tree with a creepy face made a grab for her and missed.

“...which is kind of silly really because the reason I never get scared is because I have my Pinkie sense to tell me if something scary's going to happen, so I should get scared all the time but I don't because I have my Pinkie Sense...”

Pinkie's voice was suddenly silenced when a giant foot emerged from the bushes and landed on top of her, followed by the rest of the Hydra it was attached to. Her friends gasped but then a boulder nearby wobbled and Pinkie Pie emerged - totally unscathed, seemingly oblivious and still chattering.

“And I said 'Oatmeal? Are you crazy?' and then I...golly - that was a sudden holey...So wait, what was I saying? ...Oh Yeah! So I can't get scared even though my Pinkie sense doesn't warn me about scary things, because I have my Pinkie sense which doesn't warn me about scary things...”

The other ponies were now desperately resorting to semaphore signals and improvised sign language, to try and attract the earth pony's attention without attracting the attention of the by now very confused Hydra - which took another stab at swallowing it's unusual prey, and ended up with a face full of branch that had sprung back with some force after Pinkie pushed it aside. Unfortunately, their gestures were wasted, as Pinkie was strolling along with her eyes shut.

“...and that's how I make cupcakes, no matter what some ponies might say...Maybe next time I'll tell you why I don't get scared or why I don't get any warning from my Pinkie sense about scary things because I don't get scared, but it's really confusing because...”

Applejack hid her face in her hat as a Cockatrice slithered out of the undergrowth and glared at the party pony, who simply wandered past with her eyes still shut as if nothing was going on. It stared up at the Hydra in confusion, who returned the look before promptly turning to stone.

“...so anyway, are we nearly there yet? This is just so fun-fun-funerific! I can't wait to see the moon... course it isn't really the moon but I'm sure it'll still taste nice...oops - twitchy tail...must be a leaf or something falling...” Pinkie stepped to one side as her tail twitched, just as a large assortment of household items appeared from nowhere and crashed heavily into a pile on top of the Cockatrice, which had lunged into range. The mysterious cascade was quickly followed by the thoroughly stoned Hydra, which had toppled over.

“...maybe Luna will let me make another MMM...but that'll only work if it's Mascapone and if I can find some eggs for the Meringue...hey, you guys coming already? The hills are just over here!” Pinkie Pie turned and looked back at her friends, seemingly unsurprised at the sight of the pile of crushed, concussed and petrified monsters.

“Err...what...just happened?” Rainbow Dash eventually asked to nopony in particular.

“Ah know better th'n to ask questions like that RD...” commented Applejack soberly.

The remaining six collected their jaws from where they'd fallen and ventured past the wreckage caused by Pinkie Pie's randomness. Rainbow Dash pulled at her multicoloured mane.

“But...she...How?...w-why??...” That was all the pegasus could get out. Pinkie Pie's head suddenly popped out of a hollow tree beside her with a big cheery smile.

“'Cause it's FUNNY silly!” The earth pony giggled and vanished back into the tree.

“Ugghh....AHHHHH!” Rainbow Dash clutched at her head and tried to stop her brain from exploding twice. Ahead, the trees thinned out as the ground began the long slope up to the high ridge they were aiming for.

As they left the wood Luna stopped and looked back at the carnage behind them. Rarity, with Spike lounging on her back strolled past her as the princess surveyed the scene in complete confusion. “How...DOES she do that?”

Spike merely shrugged. “She's just being Pinkie Pie.”

Beyond the wood, the road petered out into open grassy meadows that seemed to run all the way up to the sky. The rescue team quickened their pace as they attacked the long climb up to the top, their goal now very near.

“C'mon now y'all, we' almost made it...” Applejack puffed. Rainbow Dash cruised above them, at one point gliding down to pick a few apples from a nearby tree.

“Ooohh...I do...so...despise...hiking!” complained Rarity.

Much later, the night cloaked vision of the land Equestria stretched before their hooves as they arrived, puffing and snorting, at the top.

Rainbow Dash looked about her at the distant, moonlit fields and darkened towns before staring up at the moon.

“OK...now we're here... does anypony know how being here helps us to get way up there?”
She gestured impatiently up at the silver orb glowing brightly above them, still very small and high up in the sky.

The midnight figure of Princess Luna silently stepped forward, the polished silver shoes on her hooves shining bright in the moonlight. She stood tall and magnificent on the hilltop, the diamonds in her jet-black obsidian necklace and tiara sparkling almost as much as the stars in her ever flowing mane and tail, which seemed even larger and more alive than ever.

Focusing her gaze up to her heavenly dominion, the Architect of the Night closed her eyes for a moment and concentrated. Her horn began to glow brightly, and when her eyes flew open again they were filled with blazing white light. Above them the moon suddenly appeared to move, getting larger as it set lower and lower. The six friends watched in awe as the moon descended smoothly towards them until it almost filled the sky before them. The glow faded from Luna's horn and the Lunar orb stopped, hanging dead still in the sky.

“Wow...I totally forgot she could do that...” commented Rainbow Dash to Applejack. “Uhh...” The pegasus stiffened suddenly and gulped, her eyes going wide in momentary panic as she slowly glanced over to Luna, who gave her a disapproving look.

“Eh heh...” Raindow Dash grinned nervously. “Sorry Princess...it really was awesome though.” The pegasus went red and fidgeted uncomfortably, but the Princess merely rolled her eyes in frustration as Applejack, Spike and Rarity glared at Rainbow Dash.

“Way ta go Princess.” Applejack quickly broke the uncomfortable silence, making a genuinely respectful bow which Luna returned with a regal nod. As they all looked up at the moon before them Rarity spoke up.

“Hmmm...It certainly seems reachable to those of us with wings, but I don't see how us earthbound ponies can get to it...”

“Indeed Rarity, I had not given thought to this. Although it would be a simple matter to carry you or use my magic to levitate you with us, it is not enough to pass through the gateway simply by approaching it. Our thoughts must pass through with us as well. Should one of you fail to enter with your companion, that would be most...unfortunate." Luna thought for a moment. ”T'would have been easier if we all had wings...” she mused

“Our thoughts must what now?” asked Rainbow Dash, raising an eyebrow.

“I dunno...I think she means that you have to think about passing through it to actually do it or something.” explained Spike.

“It's a magic thing Rainbow Dash.” Rarity put in loftily, flicking her mane with a toss of her head.

“Ah don' understand it either...but Luna's right - 's a long way down if somethin' goes screwy. There jus' gotta be a way...” Applejack peered over crest of the hill at the fields far below, then looked up at the moon again.

“I know! I know! How about a Reeeeeeaaaaaaaaalllllly long ladder?!” suggested Pinkie.

“Arrrghh...this is so dumb!” Rainbow Dash had finally lost patience, throwing an apple she'd picked off the tree earlier at the moon in her temper. The missile sailed upwards, on a steep trajectory through the night sky.

Until it suddenly bounced off the moon.

“Wha...?” Applejack's mouth fell open as the apple tumbled downwards into the darkness below. “How in the HAY tha' happen?!”

“Remember Applejack - this is all in Twilight's dream, and in dreams not everything is as it appears to be.” Luna was looking up at where the apple had struck the moon with a thoughtful expression.

“But why'd it...Hey, hold up a sec...” An idea had suddenly leapt into Applejack's mind. Reaching under her hat, she pulled out her trusty lasso.

“Back up everypony, I gotta try somethin'...” The orange cowpony swung the noose of her lasso above her head and let fly. The loop soared through the sky towards the moon, getting further and further away until it lost altitude and began to fall.

“Darn it! Ah could a' sworn tha'd work...”

Applejack spun round as a silver hoof suddenly rested on her shoulder, to find Luna close by.
“Applejack. Your element is Honesty, and that is what you must use to give you the power to overcome this obstacle.”

“Mah element? I don' understan' Princess...”

Luna smiled “You must use your honesty Applejack, focus on remembering the truth of what this moon really is...”

“Tha' truth?...wait...” Applejack blinked up at the moon as if realising something, then pulled in her lasso and got ready to throw again. Her expression turned into one of deep concentration, fixing her gaze on her target as she swung the noose round above her head once more. She closed her eyes and took a deep breath.

“There is no moon...” she whispered to herself.

The lasso flew from the Earth pony's grip, sailing high into the air almost as if it was moving in slow motion - before neatly dropping over the shining disc of the moon. With a quick tug on the rope, the farm mare closed the noose tight to cheers from the others. Applejack let out a huge sigh of relief and wiped the sweat off her brow, before assuming her victory pose with a celebratory cry of “Yeehaa!”

For the next few minutes everypony was busy. Spike, Fluttershy and Pinkie collected wood and branches, which were brought up to the top of the hill. Rarity then set to work, making an improvised rope bridge which Applejack and Rainbow Dash managed to rig to the lasso rope. At last the bridge was finished, leading up from the ground to stop directly in front of the face of the impossible moon.

“Wee!” Pinkie Pie raced up the bridge. The face of the moon seemed to be directly in front of her, close enough to touch. “Now what?”

Luna flew up beside the bridge as the other ponies cautiously made their way up the rickety bridge. She beat the air with her wings for a moment, then wordlessly pressed forward towards the glowing wall and disappeared in a flash of light.

As the Night Princess winked out of sight, Applejack came up beside Pinkie and pushed at the moon experimentally with one hoof. The earth pony's foreleg immediately sank through, the shimmering wall seemingly having the consistency of water. Applejack pulled her hoof back, then with a minor adjustment of her hat she strode forward and vanished in another flash of light. Close behind came Pinkie, and one by one the ponies faded out of sight.

Rainbow Dash hovered by the face of the moon as the last of her friends passed through. Pausing for a moment, she turned and took one last look round. Behind her the silent, shadowy world of Twilight's dreams stretched to the horizon, empty and lifeless. With a final glance at the ghostly Ponyville in the distance, the weathermare wheeled round and vanished into moonlight.

9 - Act 3 - In the Dark of the Moon.

Darkness greeted Rainbow Dash's eyes as she reappeared.

Bare walls of jagged rock, grey and foreboding loomed in the half light. What little the pegasus could see was only lit by a cold light that came from directly behind her, casting a meagre bluish-white circle on the smooth rock floor. Directly behind was what Rainbow Dash at first took to be a gigantic circular window lit up by moonlight, and it took a moment for her to realise that it actually was the face of the moon, as if the moon were made of glass. As she looked more closely she could even make out stars beyond it, and the shadowy globe that was was home to Equestria.

Beside her, Rainbow Dash's six companions stood in a row in front of the Lunar disc, staring into the cavern that was Twilight's dungeon. The moonlight only extended a little way in, the walls and floor beyond quickly faded into the darkness. Nopony was able to speak for some time, a shiver running through each of the friends as the cold reality of the bleak, despairing blackness into which they had unwittingly cast one of their own closed about them.

“You OK there Princess?”

Applejack threw a concerned glanced over at the Ruler of the Night. Out of all of the ponies Luna seemed to be the one most affected by the oppressive darkness that awaited them. The Princess looked restless and uneasy, the sadness in her voice undeniable as she gazed ahead towards the back of the cavern.

“We were locked away for a thousand years in this place...” The dark Alicorn lowered her head. “I had no desire to see it again...”

Luna's voice trailed off, her royal composure buckling under the strain as a millennia of painful, lonely memories flooded back to her. Applejack said nothing, but a moment later the princess felt the farm pony's warm cheek and muzzle against her neck.

“Twilight?” Pinkie Pie's call echoed into the blackness.

“Twiliiight!” Spike joined in, followed by the others.

“Can ya hear us sugarcube?”

“Twilight dear! Are you here?”

“Twilight!”

The ponies' shouts faded away into dead silence, the five Bearers of Harmony all straining their ears to listen. For a moment or two there came no reply, the only sounds coming from their own heartbeats and breath. Suddenly Applejack's hoof went up, her ears erect.

“Y'all hear that?”

From deep within a dark corner of the prison came the faintest sounds of heartbreaking sobs and sniffling, echoing out to the ponies from the looming blackness.

Rainbow Dash stiffened. “Twilight? T-that you?”

“Twilight!” Pinkie called out again.

Again there came no reply, but just as they began to think they'd imagined it the faint crying came again – distant and very faint, but undeniable.

“Could that be her?” Rainbow Dash stared into the gloom

Applejack furrowed her brow as she adjusted her hat. “...Only one way ta find out RD. C'mon everypony, le's go find Twilight.”

The rescuers advanced cautiously into the cavern, fanning out slightly to search for Twilight. There was a brief flare of unicorn magic as they passed into the darkness - Rarity's face becoming visible for a moment before she focused the light from her horn into a beam, lighting the cave floor ahead of her like a torch. Luna then followed suit, the two magical ponies moving outwards towards the walls to cast their collective light over as wide an area as possible.

Pinkie Pie glanced over to her left as they went deeper into the cavern. She could still just about see the outline of Applejack and Rainbow Dash patrolling the centre of the cave, while near the opposite side wall Fluttershy stuck close to Luna's side. The party pony had barely turned to look ahead when there was a gasp from the unicorn beside her, Rarity's light beam picking out something lying on the ground directly in front of her.

“Oh my!!!”

In the centre of the beam of light was Twilight - lying on the floor in chains, crying into her hooves and shivering.

“Twilight!!”

“I've found her! I've found her!” Pinkie Pie bounced cheerfully round in circles, orbiting her missing friend as shouts came out of the darkness from the other ponies.

“TWILIGHT! Applejack! Luna! Fluttershy! - Over here, over here! They've got her!”

“Hold on sugarcube! We're a-comin!”

There was a sudden galloping of hooves that echoed round the cavern as everypony came rushing to towards the source of the noise. A moment later the entire group were clustered Twilight's side and calling her name.

“Twilight! S-say something!”

“Twilight? You OK hon?”

“Oh my goodness...what's happening to her?...” Fluttershy recoiled at the sight of her friend.

Twilight was little more than a huddled heap of fur and hair. Heavy manacles attached to cruel spiked chains of black metal pinned her down on her front, lying full length on the freezing cold floor of her dungeon. Her coat had lost almost all of it's lavender colour, her once vibrant fur and mane now faded to dismal shades of grey. She was crying bitterly, her tear streaked face buried in her hooves and the mare didn't respond or even look up as her friends crowded round.

“Make way. Let me see her.”

The little circle of ponies parted at sound of Luna's commanding voice, letting the midnight princess approach and kneel beside the fallen mare.

“Oh Twilight Sparkle...what have I done to you?”

Luna stared in open-mouthed shock at the poor condition Twilight was in, the Princess immediately losing no time in freeing the unfortunate mare. As Twilight's chains rapidly dissolved in a blast of magic Luna scooped up Twilight's limp body and hugged her close.

“Twilight...you must wake up. Come back to us.”

Six worried faces looked on as Luna tried unsuccessfully to rouse Twilight from her stupor, the lavender mare cringing and curling up like an injured foal even as the Alicorn took her up in her hooves to comfort her.

“This is...simply dreadful!” wailed Rarity. “I cannot even bear to think of suffering such a cruel fate...to be locked forever in this...unfashionable dungeon!”

“Focus, Rarity...” warned Applejack. The cowpony pressed a hoof to Twilight's fur. “...if we jus' had something to keep her warm... Ah don't suppose y'all happen to bring anythin' like a blanket or summat now, did ya Rare?”

“I'm afraid not Applejack dear. You did insist that we leave in something of a hurry and I simply didn't have time to pack my wardrobe. Besides...I'd never have been able make anything work in a place like THIS...” The alabaster unicorn rolled her eyes at the grey ceiling.

“Shoot! We gotta think of somethin'...Twilight's more frozen 'than a Hearth's warmin' snow-pony...” replied Applejack.

Rarity looked over at the shivering Twilight, then she considered for a moment.

“Spike? I'm going to have to borrow something from you dear.” announced the unicorn airily. Spike's eyes misted over and a dreamy expression appeared on his face.

“Anything for you Rarity!”

Rarity walked over to the dragon. “I do apologise for this...” reaching down, she plucked a scale from Spike's flank with her teeth, the dragon too enthralled by thoughts of his crush to even seem to notice. Using her magic to enlarge it, Rarity then levitated the purple scale towards her.

“Uh...Rarity? W-what y'all doin?” Applejack asked hurriedly. “Uh-oh...”

The scale poised itself high in the air, the other ponies letting out a gasp as they saw what was about to happen. Bracing herself, Rarity brought the scale down like a knife.

“NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!”

Spike's horrified scream rent the air and echoed around the grim chamber as the dragon sank to the floor in shock. Rarity grimaced for a moment, before levitating the severed ends of her tail and mane together above Twilight.

“It's quite alright Spike dear...” Rarity said resolutely. Her magic was now transforming and weaving the silken hair together, and before long a rich, purple blanket fell out of the air and wrapped itself round Twilight.

“It's all in a good cause. It may not be my best work, and it's a little bit thin but at least it's something. And of course...my friendship will keep Twilight warmer than it would me...”

Rarity smiled down at Twilight, who had stopped shivering. Her expression became slightly pained as she turned to look at the frayed stub of her tail and felt at the truncated remains of her long, curled mane with her hoof.

“Now if you don't mind...I'd... like to be alone for a while” She regally tried to keep her head up as she trotted into the darkness and out of sight for a few minutes, obviously trying to put on a brave face over the temporary loss of her tail. Luna looked across to Applejack and started to follow, but the farm pony solemnly shook her head.

“Best leave her be Princess...'sides, we still gotta help Twi.” Applejack nuzzled at the whimpering mare.

“C'mon sugar-cube – snap out of it!”

Twilight yelped suddenly, covering her ears with her hooves and trembling.

“NOO! P-please...leave me alone!... I - I can't listen to how much you hate me any more!” Twilight's begging degenerated into a fresh flood of tears, her cries even fainter than ever.

“Hate you??!” repeated Applejack and Rainbow Dash together, horrified.

“N-no Twilight...” Fluttershy's eyes were welling up. “I certainly don't hate you! I may be a horrible, mean pony who really doesn't deserve a friend like you Twilight...or a nasty pony who hurt her friend's feelings when she said things she doesn't mean, but I will never, EVER, hate you!

“Only one roun' here who 'got any reason to hate anypony's you Twilight...” Applejack nosed at the quivering mare. “Afte'r what we said...Ah just hope y'all be able ta forgive us. But ah promise right now, Element 'a Honesty an all – that I ain't ever hated you Twi, an' I won't ever lose mah trust in a frien' like that again.”

Applejack hugged her friend tightly - a few tears dripping onto the silken blanket, but other than a few heartbreaking sobs, there was no response. Rainbow Dash felt a chilling realisation in her chest.

“It's no good – I...I don't think she knows it's really us.” the multicoloured pony looked up at her friends, her eyes wide with fear and helplessness. A single tear shone in a corner of one eye.

“What'll we DO??” Pinkie Pie wailed, bursting into tears.

“Well I'm NEVER giving up!” Rainbow Dash's expression became resolute. “I ain't EVER gonna quit on a friend! I'm staying right here, an keep talkin' to my friend Twilight - even if it means staying in prison by Twilight's side forever! There's no WAY I'm gonna give up now!" Rainbow Dash folded her wings and lay down beside Twilight, resting her head on Twilight's neck.

“Ah'm stayin' too.” Applejack lay down on the opposite side of Twilight, putting one forehoof over Twilight's shoulder.

“Me too.” Fluttershy joined Rainbow Dash.

“Pinkie Pie NEVER walks out on a party!” The bubblegum pink mare positioned herself in front of Applejack, facing Twilight.

“And I'm staying too.” Rarity re-appeared out of the darkness at Luna's shoulder, who briefly nuzzled at the Unicorn's neck.

“Twilight...” The night Princess began to speak, but at that moment a chill wind blew through from the moonlit circle at the front of the cavern. Luna and Rarity looked up sharply, sensing a growing magic in the air.

“W-what's happening?” quaked Fluttershy. An ominous feeling spread through the cavern and into the ponies' hearts.

Twilight's tear filled eyes opened, staring straight ahead at the Lunar disc. “....N-no...please...no more...”

A bright magical light suddenly erupted before them, quickly morphing itself into the shape of a tall pony with spread wings and a long graceful horn. The six friends stared in disbelief as the towering form of Princess Celestia stepped out towards them.

“N-no!” Twilight cowered in fear before the Ruler of the Sun as the Princess advanced, Celestia glaring down sternly at her pupil. The normally warm presence that accompanied the elder Alicorn was noticeably absent, as if the sun had been hidden away behind a cloud in an otherwise perfect sky. Even Luna seemed disturbed by her sister's appearance - the younger sister noticeably tensing up, but she stood her ground as Celestia came to a halt in front of Twilight, looking down at the mare from on high.

“Princess...please...I'm begging you!” Twilight's tearful pleas grew desperate as she tried to back away, pressing herself down into the floor of the cave in pure terror. “Please let me go! I-I'll leave Equestria and never come back...just please, please let me go...” Twilight buried her face in the ground.

“No.” Celestia's voice reverberated round the room and drove into the ponies' hearts. It was stern and unforgiving, with a frightening coldness to it.

“You have failed miserably Twilight Sparkle. You have failed your friends and you have failed me.”

“N-nooo!”

“And even now you are failing to accept and learn from your punishment. I am severely disappointed Twilight Sparkle, and there is no going back for you while you continue to compound your failures.”

“I'm SORRY!!!!” Twilight was screaming her apologies now, her decorum breaking down completely as she descended into her own private hell of hysterical sobbing. Her teacher gazed levelly down at her.

“SISTER! Please – stop this!” Luna stepped forward, facing her sister with a horrified expression. Celestia looked unimpressed.

“Apologies make no difference to me.” The high princess' merciless gaze never left Twilight for an instant.

“OK...That about does it!”

A furious Rainbow Dash spread her wings and within seconds the cyan pegasus was standing directly in Celestia's path, blocking the way to Twilight. She was returning the Alicorn's cold stare with a look of rage that would have stopped a cockatrice dead in it's tracks.

“I don't believe a word you say! Twilight's never let me or anypony else down, and that includes Princess Celestia! I trust Twilight because if there's one thing bein' Twilight's friend has taught me it's this: When it comes to her friends, Twilight Sparkle NEVER fails!”

“Just who do you think you are?” Celestia replied in a terrible voice, the princess's gaze switching to Rainbow Dash for the first time.“You were not so trusting of Twilight earlier, or was I mistaken when you and your friends told her that you hated her because she used you - as you put it Rainbow Dash – as a 'research project'. Your trust in friends must be fickle indeed.”

Rainbow Dash bowed her head, closing her eyes. “You're right. I admit that I did lose my trust in Twilight. I was angry at Applejack, when I had no reason to be and I took it out on the wrong pony. That was wrong of me.”

Rainbow looked back at Applejack, who had also lowered her head. Rainbow turned to face Celestia again, but this time her expression was hard and full of resolve.

“But I've learnt my lesson. And I've learned that to lose your trust in a friend, is the quickest way to lose trust in yourself. And I ain't EVER gonna make that mistake again.”

Celestia's eyes narrowed.

“I'm not letting you torture my friend any longer!!!” Rainbow Dash fearlessly squared up to the much larger Alicorn for a face off.

“We ain't gonna let y'all either!”

Applejack and the rest of the Mane six were standing their ground behind Rainbow Dash, surrounding Twilight. Even Spike stepped forward in front of Rarity, his nostrils snorting angry green fire and his reptilian eyes narrowed in a look that had barbs on it.

“ENOUGH!!” Luna angrily stepped forward and stamped her hoof on the ground. Her anger had swelled as she watched the stand-off and the sight of Twilight's friends preparing to defend her had been the final straw for the Ruler of the Night.

She stood, wings flared and horn lowered, facing her sibling as the Royal Canterlot voice shook the air around them, the whole moon seeming to tremble at her divine wrath.

“You are NOT my sister...my sister could never be so cold and unforgiving, nor could she ignore such loyalty from true friends! WHO ARE YOU? I demand you reveal your true self at once!”

'Celestia' gave the dark Alicorn a cruel smile, her voice suddenly distorting in a way that was all too horribly familiar.

“Very well then.”

Magenta eyes suddenly flashed a brilliant green, the ponies looking on in horror as emerald flames suddenly burnt away the pristine white coat and swanlike wings of Princess Celestia to charcoal black and gossamer. The graceful hooves and horn became twisted and gnarled, and the sunset colours of her ever flowing mane turned to a ragged cerulean.

"Whoa Nelly..." breathed Applejack.

Before them stood Chrysalis - the evil changeling queen who Twilight had once exposed as impersonating Princess Cadence during her wedding. She towered over the shocked ponies, laughing cruelly.

10 - Act 3 - The Sorceress and the Crusade.

Princess Celestia pressed her nose against Twilight's neck.

The white Alicorn lay on her side in her chambers, gently cradling her most gifted student in her hooves as she pressed the senseless mare close against her barrel. Taking a deep breath, Celestia once more began to concentrate her thoughts, focusing and amplifying the love and caring feelings she had for Twilight within her.

The Bringer of the Dawn slipped into a trance as she infused the precious memories and feelings into the magical aura that coursed throughout her body, preparing yet another powerful spell. She then drew her magic from her horn and sent it flowing through her, feeling the surge of power washing over between them and around her pupil's body – it's energy seeping into the very core of Twilight's being and keeping it glowing with life for a few precious minutes more. A single, precious tear trickled from Celestia's cheek onto her student's near-monochrome fur as her magic spell took hold, wrapping the fading spark of Twilight's spirit in it's warm, protective embrace in an attempt to shelter it from the ravages of the corrupted enchantment that was engulfing Twilight.

Celestia hugged Twilight close - wishing that she could have shared such a moment of bonding with her favourite student sooner, and taught her more of the magic that was now flowing between them. The Princess couldn't help but smile ruefully to herself as she thought of the inevitable headache and disorientation that Twilight would experience once she woke up, an unfortunate consequence of all the magic that was currently being channelled into her.

Close by, on the other side of the fallen mare Princess Cadence and Shining Armour cuddled together at Twilight's side. Both were fighting tenaciously to help Princess Celestia keep Twilight's spirit going, the white unicorn never letting go of his sister or his wife for a second as he helped Cadence pour every last scrap of love magic the pink Alicorn could muster into Twilight. But even as they fought, the parasitical magic devoured their efforts voraciously - slowly but surely continuing to spread throughout Twilight's subconscious and leeching off her spirit.

And Celestia knew all too well that they could do little more to stop the inexorable slide to defeat.

“Princess...” Shining Armour looked up at Celestia with tearful, pleading eyes.

“She's...she's getting really weak now, I-I don't know how much longer she can hold out...we just can't seem to do any more to counter the drain on her magic.”

There was a sniffle from Cadence, even as she tried to redouble her magical efforts to help Twilight try to fight back.

“Please Twilight...please hang on...” The pink princess's voice was twisted and desperate.

“Yes...I know Shining Armour...we must not lose hope, not now...” Even Princess Celestia's expression was filled with worry and concern, and the Solar Diarch was keeping Twilight's limp body as close to her as she could. But the faintest of spark of hope still shone in Celestia's heart, rekindled by the smallest detail she had heard in one of Twilight's heartbreaking pleas for mercy.

A hope that Luna had succeeded in finding Twilight.

The high Princess rubbed her cheek against Twilight's mane, whispering a silent prayer to her sister.

“Luna...Please hurry...”

The abrupt creaking of a door opening roused the three royal ponies, all looking over to the tower door which had just swung open.

“Thank goodness - Zecora!”

The relief in Celestia's voice was evident as the Zebra entered, dressed in her brown cloak and her back loaded with saddlebags. Behind her, one of the palace ponies wrestled with a large brown sack.

“A terrible tragedy that I see, of service I hope that I may be.” Zecora's flowing rhyme showed no hint of panic, only a cool professional calm as the Zebra examined Twilight. “I am none too soon, that is my fear. Please, tell me your highness what has happened here.”

“I am afraid Twilight has had the misfortune to become trapped within a nightmare imbued with both her and Luna's magic.” Celestia explained. “As a consequence the toxic enchantment is feeding off her fears, draining her spirit - and while we have been doing everything we can to slow it down our efforts have been without much success.” Celestia stroked Twilight's ashen coat with one hoof.

“Only the Elements of Harmony can actually save Twilight, and Luna has already taken Twilight's friends into her dream to try to rescue her. I...feel almost certain that Luna has found Twilight, but I fear that it is also possible Twilight may not realize her friends are with her – and until their friendship is healed the Elements are useless. But most of all...”

Celestia looked down at Twilight's face. “... I dread to think what might be trying to stop them.”

Zecora nodded. “A brew or two, and perhaps a spell; I know - which may help make Twilight well.”

Zecora immediately turned and began opening saddlebags and getting ingredients out as Celestia turned to Shining Armour.

“Prince Armour, would you please see to the fireplace and perhaps find a cauldron for Zecora's potion?”

The prince nodded and got up, going over to the huge engraved fireplace of purple stone to tend to the fire burning in the grate before going to collect the surprisingly large cauldron that Zecora had just produced from the sack.

“Have this filled with water if you please, that should be sufficient for our needs” the zebra intoned quickly, barely pausing in her work gathering ingredients. Shining Armour nodded quickly, levitating the cauldron and steering it out of the room. Zecora closed the sack up again and picked it up in her mouth to move it closer to the fire. Her neck suddenly strained, as if under an unexpectedly heavy load, and Zecora quickly dropped the sack down again in surprise.

“This, I did not think much more it conveyed - seems very strange just how much it still weighs!”

The Sorceress regarded the sack suspiciously, prodding at the opening. “And what is this I do declare?....” Zecora pulled suddenly at the inside of the sack's opening. Instead of pulling the sack, Zecora found herself gripping another, similar bag which had been concealed inside to make it look like the inside of the first. With a snort, the zebra pulled it free and inspected the contents, which were the herbs and bottles she had expected to find in the first sack. Shining Armour reappeared with the cauldron just in time to find the three staring suspiciously at the extra sack lying on the floor, and the mysterious lump it contained.

“Hmm…there appears to be much more than I thought in there...” Zecora cautiously pulled the open end of the sack down - then jumped as it's contents started to wriggle...

”Yini??”

Out popped the three Cutie Mark Crusaders - Applebloom, Sweetie Bell and Scootaloo.

“What in Equestria?!” Even Celestia's mouth fell open.

“Girls??!”

“WHAT the...what are you three doing in there??

Cadence and Shining Armour were staring goggle-eyed at the three fillies as they climbed out of their hiding place, each sporting sheepish grins.

“Er...getting our...cutie marks in...surprise packages...? heh heh...” Scootaloo gulped and fell silent.

“Ooh - I know, I know! We're...checking the mail! Never know where all those missing letters turn up do we?...there could be an evil plot to er...er...read...everypony's magazines? Sweetie Bell's panicked gushing came to an embarrassing halt.

“Ah...would y'all believe we were pony-napped by Windigos, an' they picked the wrong bag after they dropped it in ah fight with ah dragon...?” asked Applebloom, as innocently as the profusely sweating filly could manage.

Celestia fixed the three with a look, and raised a disapproving eyebrow. The Crusaders gulped and bowed down. Appleboom was the first to crack.

“We're sorry Princess...we...”

“We just wanted to help...” interrupted Scootaloo

“And see Canterlot...” muttered Sweetie Bell “Rarity never takes me...”

“Shhhh!”

“So...we...snuck in amongst Zecora's ingredients when nopony was lookin'...” finished Applebloom.

Zecora shook her head sagely. “Your big sisters will not like this news, Applejack is certain to blow a fuse!”

“Please Princess Celestia! Please let us stay and help, we promise we're not after any cutie marks this time!” wailed Sweetie Bell.

“We just want Twilight back too!” pleaded Scootaloo.

Princess Celestia gazed down at the three dewy pairs of eyes looking back at her, then gave a relenting sigh.

“Very well, you may stay, on one condition.” Celestia's expression became serious. “From this moment on you are to do exactly as you are told without question, no matter what. If you are told to leave, you must consider yourselves banished from this room until you are told otherwise - for your sake as much as Twilight's. Do you understand my little ponies?”

The Crusaders enthusiastically nodded their agreement. “We promise Princess.” they chorused.

Celestia nodded regally. “Alright. You may start by helping Zecora prepare her ingredients. Do you have everything you need Zecora?”

Zecora looked down at Applebloom. “This potion may need a bit more power, Applebloom do you remember this flower?” She held up a couple of blooms.

“Ah remember...it's one of the ones ah picked for that herbal bath remedy...”

“Indeed it is, and I have few of these you see – perhaps you might find more for me?”

“Ok Zecora, but...where will ah find these in Canterlot?”

“That flower grows in the castle gardens Applebloom.” replied Celestia. “Go with Shining Armour, he will take you to the guard and instruct them to show you where it grows.”

“Right away Princess.” Applebloom saluted and galloped to the door, the unicorn prince having to trot to keep up.

Meanwhile, Zecora was busy pouring a few drops of something out of a bottle onto Twilight's tongue.

“The errant magic may be slowed by this brew, come Sweetie Bell and Scootaloo – I have work for both of you.”

11 - Act 3 - The Darkest Hour

“YOU!!?”

Rainbow Dash's yell echoed from the walls of the cavern as she launched herself into the air. Letting loose a ringing war-cry the pegasus pony charged, launching herself at the evil changeling queen before being suddenly pulled back.

“Whoa there pony girl - simmer down!”

“Let go! I'm gonna...rarggh!” screamed a furious Rainbow Dash, squirming as she was restrained by both Rarity's magic and Applejack's teeth.

“N-nooo...” Twilight sagged, unable to summon the strength to lift herself. “Leave me alone! Please...I don't care anymore! It hurts too much...please...I...I just want to be left alone!...

Chrysalis cackled evilly as she watched.

“Oh isn't this just perfectly sweet... The feared Twilight Sparkle - the Element of Magic, once again...”

The evil queen stamped her hoof.

“...BROKEN!...by her own friends' mistrust...” Chrysalis threw back her head and laughed with malicious delight.

“We've been here before...haven't we little Sparkle? Remember when you saw through my little disguise and tried to expose me at your fool of a brother's wedding rehearsal?”

Twilight cringed, whimpering.

“I thought for a moment that I was done for...so I cried a few crocodile tears and made my escape, but against all my expectations that little scene worked out better than I ever dreamed!”

Chrysalis moved closer. “Not only did you lose the trust of everypony you cared about, but it gave me the perfect opportunity to dispose of you once and for all!”

Chrysalis cackled once more.

“You were handed to me by your own friends on a plate! It was only by the most cursed of luck that you and that naive sister-in-law of yours managed to escape in time!

“Nooooooo!” Twilight curled up into a ball, as if trying to seek shelter from Chrysalis' taunts.

“You really do get a F in Friendship don't you now Twilight? You certainly haven't improved any in keeping your friends have you? Face it Twilight Sparkle, you...are a failure! You even failed in your mission to retrieve the Crystal Heart, and it was only because that fool of a Princess decided to go easy on you that you even remained her student!” Chrysalis licked her lips, delighting in her torment of Twilight. She leaned down to whisper her final blow to her trembling victim.

“But they are certainly seeing who you are now, aren't they Twilight? Now your friends no longer trust you because they have seen what you are, and what's really important to you...” The cavern rang with Chrysalis' hollow laughter. “And now - once again, even the great Celestia has turned her back!”

“NOOOOOOOOOOOOOOOOOOOOOOO!!!”

Twilight's scream echoed round the walls, the helpless mare cowering great distress, covering her ears and almost screaming her pleas for mercy.

“STOOOOP! Please stop! I-I-I can't listen to any more! I CAN'T!”

Chrysalis grinned victoriously.

“Ahhhhh...and you know what the best part is little Sparkle? I can feel the love you still have for them all! Oh, I shall dine well on you this night...I shall dine on you FOREVER!” The evil Queen bared her fangs.

“NO,YOU WON'T!”

Six ponies stepped forward as one.

“Not while ah'm around y'all won't!” finished Applejack firmly. Rainbow Dash was still fighting to escape Rarity's magical grip and using every curse and insult known to ponykind.

“How DARE you! We promise you, thou shall rue this night for ever more! Thou shall learn the terrible price of invoking the wrath of the Ruler of the Night!” Luna flared her wings, her mane and tail blowing out from her as if in a gale.

“You're the MEANEST of Mean Meanie-Pants! You better watch your step or you're gonna find yourself on the wrong end of my party cannon! 'Cause when the Pinkie ain't smilin', the confetti starts flyin'!” Pinkie Pie popped out from behind Chrysalis to poke at warningly at the changeling's chest with a hoof before vanishing as mysteriously as she came.

“NOPONY hurts one of MY friends!” Even Fluttershy was squaring up to the changeling ruler, her nervousness forgotten in her fury.

“You said it yourself. Twilight still loves us, and we still love her.” snorted Rarity.

“An' we trust Twilight. Even if we som'times forget we do. 'Cause Twilight is ah true friend to the end. An' anypony who wants a piece of her 's gonna have ta come thru us!” Applejack glared at Chrysalis.

“Oh, don't lie to me Applejack...”

A large red dot had suddenly moved across the face of the moon, which turned from it's usual grey- white to yellow and blinked like a giant eye at the little band of ponies, narrowing itself as a familiar voice filled the cavern - seemingly from all directions.

“Did you miss me?” There was a flash of white light and the moon turned back to normal, only for a tall, snaky figure to also materialise in the cavern near to Chrysalis. “I missed you...especially you Twilight Sparkle.”

Discord was back.

The Elements of Harmony clustered a little closer to their friend as the Master of Chaos folded his arms and grinned at the miserable Twilight.

“Awww... come now Twilight, no need for that face...”

A click of his talons teleported Discord to Twilight's side

“...after all, who needs the faith of one's friends? You certainly don't since you don't have any friends now...and let's face it, Celestia has far better things to look after than a bratty bookworm who's more interested in books than anypony else...”
Applejack angrily aimed a buck at the Draconequus, who promptly exploded like a balloon in a shower of bubbles and reappeared in a flash, lounging on a rock.

“Besides, where does friendship always get you? In the end it only ever leads to heartache - somepony gets mad, or leaves or whatever and leaves the other feeling miserable...or quintuplently miserable in your case...” Discord sneered at the helpless pony hidden behind her friends. “Maybe it's time you just abandon your faith in friendship altogether, and save yourself the bother of finding new friends...not that you'll find any of course...”

“Nopony's going to trust a failure like Twilight Sparkle again. Why would they? Remember the slumber party Twilight? Or the Winter Wrap-up, that doll, the wedding and the Crystal Heart?” Chrysalis came closer, her gaze fixed on Twilight like a predator who had cornered it's prey – not even glancing at Discord beside her. “Why don't you just give up now?”

Twilight's sobs became weaker and weaker, as she hid under the blanket Rarity had made for her, unable to speak.

“Twilight! No!” Applejack ran to the shivering mare and pulled her into her hooves. “Don't listen ta those creeps sugarcube! Y'all keep fightin' you hear? Ah ain't givin' up on y'all and nopony else is gonna either!

“You taught us more than anypony 'bout friendship Twilight!” Rainbow Dash fluttered down to join them.

“Especially me Twilight! Even though I was so nervous, you helped me make friends with other ponies.” Fluttershy hugged the lump in the blanket.

“You just can't quit on us now!” Rainbow Dash cried.

Twilight's sobbing continued unabated, the voices of her friends seemed as silent to her as ever as Twilight teetered on the verge of giving in to her despair.

“It's ALL over!” sneered Chrysalis.

“Do give up already, it's pathetic to watch. Twilight Sparkle...is finished!” gloated Discord.

“We jus' gotta to do something y'all – fast!” Panic filled Applejack's voice, as the last of the colour began to drain from Twilight's tail.

“You want fast?” Rainbow Dash pounded the air with her wings, flying up above them and hovering like an angry storm cloud. “I'll show you something fast!”

The cyan pegasus flared her wings, then let loose a deafening yell and charged towards the two villains in a rainbow blur.

12 - Act 3 - Twilight Breaks

Rainbow Dash felt her fury burn in her chest as she dived.

Her own guilt, the taunts and lies of Discord and Chrysalis, and Twilight's misery had been circling Rainbow Dash's mind like vultures until finally the pegasus could take no more. Behind her, she could hear galloping hooves and angry shouts but they were lost in the wind blasting past her ears as she flew at her top speed, spinning round the two antagonists like a rainbow coloured tornado, trying to distract them from Twilight.

“What are you doing!?” Chrysalis reared up as the vortex of rainbow wrath surrounded her, feeling dizzy.

Discord merely looked bored. “Oh please...” With a click of the Draconequus' paw a brick wall materialized in Rainbow Dash's path, who saw it at the last possible moment. In desperation the weather mare stuck out her hooves in front of her and accelerated towards the obstruction with a yell of defiance, trying to break through. The magical brickwork crumbled but the impact was too great for Rainbow Dash, and she was sent spinning into the cavern wall beyond to end up in a dazed heap.

Discord had no time to gloat however, the Chaos creature turning at the sound of nearby hooves to find Applejack's hindmost quarters already aimed towards him, and one apple-shaking buck later stars were spinning around Discord's head.

Applejack wheeled round to face Chrysalis, only to find the Changeling's horn already glowing with magic.

“NO!”

A wall of Luna's magic suddenly appeared around Applejack, deflecting the blast of evil power from the Changeling queen's horn with ease. The cowpony vanished in a flash of bluish-white magic and reappeared behind the Night Princess as Luna stepped forward, pawing at the ground with one hoof.

“YOU SHALL NOT HARM THESE PONIES!”

The Royal Canterlot Voice shook the walls as both Changeling and Alicorn horns flared, issuing powerful beams of magic which leapt across the cavern and slammed into each other with tremendous force. Great bolts of lightning crackled from the centre of the collision as the two spells clashed against each other, before the force building up between them became too great to contain and exploded like a bomb – both spells immediately winking out.

Chrysalis snarled with frustration and readied another spell, but an ominous rumbling reached her ears.

“Fire in the hole!”

Glancing to one side the Queen of the Changelings found herself looking down into the black muzzle of Pinkie's infamous party cannon - just as it unleashed it's deadly barrage of confetti, candy and cake mixture with the squeakiest boom she'd ever heard.

Luna stared at Pinkie Pie

“Where...did you get that?”

“Oh this? I just nipped backstage and asked a couple of Bronies reading about all this to get it for me. They're really nice, even though SuperBrony really-really-REALLY needs to get rhyming lessons from Zecora and Nebula Nyx's really impatient to see what happens in the end, and then Pylons...”

The stream-of-conciousness narrative was simply washing over Luna's mind as she regarded the pink party pony with a puzzled expression. Just what exactly did this Earth pony know?

“...and then I said to Iron Nebula 'What? Are you crazy?' and then Neo-Exodus arrived and then I had to get back because you were going to be in trouble if I didn't get back soon and then...”

“Pinkie! We have to help Twilight!”

“Oakie-lokie-dokie Luna! But don't worry about Queen Mean-Meanie-Pants - she's gonna be...”

A snarling Chrysalis rose up from the floor where she'd landed, spitting out congealed lumps of confetti and dripping with candy and cake mix slime. Luna scowled and flared her wings but before either could move a cyan coloured missile homed in on the Changeling Queen and delivered a flying buck. Rainbow Dash had recovered.

“Ooooh, good one Dashie! Now where's Discord? Cotton candy rain clouds filled with yummy-delicious chocolate milk rain and not a single dollop of whipped cream...I'll show him!” The party cannon trundled off in search of fresh targets, as Pinkie marched towards where Applejack was trying to lasso Discord - who kept disappearing and turning into things like fog or water fountains and laughing.

“Ohohohohohoho! Missed me! And again! Oh, this is just too entertaining!”

“Discord! Thou shall pay dearly for the misery thou and the Changeling wretch hath brought upon these ponies!”

Luna's spell surrounded the Spirit of Chaos, but Discord simply conjured up a door from nowhere and stepped through, reappearing outside the barrier. He snapped his claws impatiently and a giant birdcage appeared round the Princess.

“Oh Luna, I forget how boring you can be...when will you learn? I'm the Master of Chaos and I can do whatever I like...”

Discord rubbed his claws and gave the trapped Alicorn an evil smile, but whatever nasty trick that had entered the Draconequus' mind was put on hold by another roar from the Hootenanny Howitzer, covering him in showers of whipped cream. Applejack galloped over and bucked open the cage, while Discord gave Pinkie Pie a dirty look as the party pony squealed in triumph. The Master of Chaos scowled and plucked out his tongue to towel dry himself off.

“Ugh...I hate whipped cream...”

Rainbow Dash's assault on Chrysalis had left the evil Queen sprawled on the floor, half glued in place by the gooey, Gak-like substance that was plastered all over her from Pinkie's artillery. Chrysalis peeled herself up off the floor with an angry growl, looking about for her opponent - and stared right into Fluttershy's eyes. The Pegasus was standing guard in front of her - with Twilight lying just behind - and was glaring back, unleashing the full force of The Stare on the Changeling. Chrysalis narrowed her eyes at the normally shy pony, quite failing to notice Rarity standing next to her friend – until the alabaster unicorn reminded her of her presence with a series of karate kicks.

“I do so despise imitations! Take that you cheap, tacky beast!”

Chrysalis, caught off-guard retreated a few steps and hissed menacingly - her horn charging up and batting the unicorn back to Twilight's side with a wave of magic, with Rainbow Dash joining her a few moments later. The cyan pegasus looked tired as she picked herself up off the floor but her determination was unwavering as she stood facing down Chrysalis, who had also broken off the fight to regroup. Applejack, Luna and Pinkie Pie backed towards Twilight once more as Discord finished polishing off the onslaught of dairy produce from Pinkie's cannon.

“Oh man...these guys just don't quit!” Rainbow Dash.

“We throw everythin' at 'em and they keep comin' back!” grated Applejack.

Spike was kneeling by Twilight's head, his short arms as far round the mare's neck he could reach.

“Twilight...please, hold on. You've got to fight it Twilight, everypony needs you...and I do too...” the young dragons eyes were brimming with tears.

“I do not think we can overpower our foes, and we may not be able to protect Twilight for much longer.” Luna's expression was serious. “We must find a way to get through to her...”

“Er...ah...excuse me? But...doesn't anypony else think that something's strange here? It seems to me that...well, Discord and...and her...don't seem to be well...acting quite themselves...” Fluttershy's meek voice broke in.

“Whatever do you mean dear?” asked Rarity.

“She's right Rare, somethin's been buggin' me ever since this whole mess started. How'd they know so much 'bout what happened ta Twilight? Discord maybe but her too? And how'd she know what happened at the Crystal Empire?”

“That is indeed strange Applejack...” mused Luna.

“And if they're working together, then...why aren't they...well...talking to each other?” asked Rainbow Dash.

Luna glanced towards Rainbow Dash suddenly with an odd expression on her face. “What...?”

A duet of evil chuckling echoed towards them, and the ponies looked into two sets of hungry, malicious eyes framed by dark silhouettes against the moon.

“There is no hope any more...you have failed, as Twilight Sparkle has failed before you...” hissed Chrysalis.

“Twilight doesn't need the 'Magic of Friendship' any more...Her friends are gone, they all abandoned her...and now she's all mine...” Discord's voice had dropped a low, mocking purr.

But neither of the villains were even looking at the other...

Moonlight glinted in the depths of Luna's eyes as they widened in recognition, The princess letting out a gasp which grabbed the attention of all the other ponies.

“Of course...why did I not see it before?...”

“Princess? You OK? What's wrong?” ventured Applejack.

Luna gestured to the two antagonists with one hoof. “I believe we have all have been blind Applejack... for Discord and the Queen are not who they appear to be.”

“Huh???”

“Then... who are they?” asked Rainbow Dash.

“...It is they who we have come to defeat, Rainbow Dash...They are Twilight's greatest fears - given life by the magic that was mistakenly imbued into her nightmares.”

“THOSE are Twilight's fears?? Discord and her? But we beat them! Twilight beat them both!” argued Rainbow Dash.

“Discord and the Changeling Queen are merely Twilight's greatest enemies Rainbow Dash, it is not who they appear to be, but what they represent.” Luna pointed with a hoof

“Discord, who once broke the friendship between the six of you - is the personification of Twilight's fear of losing her friends' trust in her...and of losing her own trust in friendship.”

Luna's hoof switched to Chrysalis.

“And she represents Twilight's fear of losing Princess Celestia's faith in her, and of her failing in her studies...”

“'Cause when Twilight realised at tha' weddin' the pony we all thought was Cadence was really a fake, none of us woul' believe her...not even the Princess...” Applejack slowly finished.

Cruel laughs broke out from the two nightmare fears, the sound seemed deeper and even more disturbing with the secret behind them revealed.

Spike jumped up suddenly in alarm, pulling out the tiara that housed the Element of Magic.

“We gotta use the Elements of Harmony!”

The purple dragon spun and began nuzzling at Twilight's cheek and tugging frantically at her mane.

“C'mon Twilight! We're here! We brought you your Element! Please Twilight, you gotta snap out of it!

Twilight moaned weakly, hiding herself away.

“...n-nooo...alone...just...Please...just...leave me...alone...” The stricken mare's words were broken and distant.

“Nooooo! No Twilight! Don't go! I'm not leaving you! Ever!” The baby dragon hugged his guardian tightly, tears welling in his eyes. “Please don't go Twilight!”

Applejack gulped. “C'mon Sugarcube...we ain't quittin' now ya hear?”

“Please Twilight! You can't leave Spike! And...if it's alright...I don't want you to leave either...” Fluttershy whispered

“There's no way we're gonna let you go now! C'mon Twilight! Please?” Rainbow Dash hovered just above Twilight, pushing at her shoulder gently with one hoof.

“Please darling...if not for me...for little spikey-wikey? pleaded Rarity.

“Princess...w-wha' do we do now?” Applejack looked up in desperation at the Moon Princess.

“I...I do not know Applejack...” Luna looked down at Twilight with the same desperate look.

“We have to keep protecting Twilight, we just gotta keep trying.” Rainbow Dash spoke as firmly as she could. “I'm not giving up! Not EVER!”

Celestia's study was littered with the various bags, jars, bottles and other tools that frequently adorned Zecora's hut when she was brewing her potions. Even some glass test tubes and vials from Celestia's own alchemy set were lying around. The three Cutie Mark Crusaders galloped back and forth, carrying various ingredients and bits of firewood to where Zecora was working near her cauldron. Celestia and Cadence watched anxiously from their positions beside Twilight as the Zebra made the final preparations for her spell with the Crusaders' help. Shining Armour stood by them, going over occasionally to check on the fire and the bubbling cauldron that sat on it.

Zecora finally moved over to Twilight, calling everyone together. The three crusaders dropped whatever they were doing and took their places at Twilight's side near Celestia, and Shining Armour settled himself down beside his love Cadence once more.

The Zebra looked round at each of the ponies. In her hoof was a sheet of parchment with a small mound of freshly prepared green powder lying on it, which seemed to glitter in the light.

“The spell is now ready to be cast, you know what to do..." Zecora gave one concerned glance down at Twilight's body. "...and we must do it fast...”

Taking a deep breath, the Shamare sorceress blew the glowing green dust over Twilight and the little circle around her.

Everything around Twilight was in confusion.

Twilight's heart felt like it was being ripped apart, her eyes burned – she had no more tears to cry with. Out of the darkness around her came half-heard, familiar voices which tore mercilessly at her soul as she thought of the ponies she loved more than anything and what she had done to them. Twilight clapped her hooves tighter over her ears - even as the two loudest voices drilled themselves directly into her mind. She screamed silently for mercy, as she sought to find shelter, any shelter which would protect her from the sounds, unable to bear hearing the angry words again.

“Twilight...”

“Nooo...!”

“Twilight!”

“Leave me alone...I can't bear to hear anymore!”

“Twilight Sparkle!”

Twilight's eyes cautiously opened as the distant voice calling her name probed deeper into her mind, the sound suddenly became clearer, drowning out the nightmarish voices that filled her head. Before her, the face of the moon became dimmer, revealing more of the starscape beyond. Far below, the shadowy, moonlight drenched world of Equestria floated in space.

“Twilight Sparkle!” Again came the familiar voice, and a faint spark glinted deep in Twilight's eyes.

“...Zecora?”

Twilight gasped as she stared down at Equestria, the ghost of the zebra's face had suddenly appeared within, looking up at her with concern and pity.

“Twilight Sparkle, you do not hear? Your friends are all so very near...”

Twilight weakly stretched out a hoof.

“Zecora! Help! Please help me!”

Zecora's image faded away but the Zebra's presence seemed to linger, and before Twilight could say any more an new voice whispered to her - from some of the stars in the blackness beyond the globe that her friend had appeared in.

“Twilight...”

The stars suddenly shifted, forming a new constellation. A moment later the faint image of Cadence appeared in it's outline.

“C-Cadence...!”

“Twilight...Please hear us. Your friends are all with you, and we all still love you Twilight. Please come back to us...Please come back to me...”

The Alicorn of Love's face was filled with worry, tears still drying on her cheeks. As she spoke a bright comet passed by her, trailing it's magnificent tail. Twilight watched as the comet transformed itself into the form of Shining Armour.

“Twily - Hang on in there kid...you've gotta hold on!”

“Shining...” Twilight's eyes misted over.

Three little shooting stars appeared in the sky above the darkened earth, trailing bright tails of fire behind them as they fell - and then the faces of the three Cutie Mark Crusaders were gazing at her.

“Twilight!” called Applebloom

“We want you back Twilight!” cried Scootaloo

“So do all your other friends!” piped Sweetie Bell

“Please come back Twilight!” cried Applebloom

“You've gotta..!”

Twilight could only stare at the place where the three meteors had faded, her heart pounding in her ears.

“Twilight...”

The lavender mare cowered as the voice she had both dreaded and wanted to hear the most finally echoed out to her from the void beyond the face of the moon. From behind the Equestrian world, Celestia's sun began to rise above the curve of the horizon - casting an ever expanding line of colour and light upon the darkened earth below. As the orb rose clear, the regal head of Princess Celestia began to take shape within it's face, her mane flowing out from the sun as a curtain of fire.

“You are, and will always be my most faithful and trusted student Twilight. My faith in you will never change.”

“Princess...” Tears welled in Twilight's eyes and ran down her cheeks, as the image of her mentor faded - her heart thudding in her chest feeling ready to burst. She suddenly blinked and looked about her, feeling a new presence all around her for the first time. Twilight gasped as saw her friends crowded round her.

“You...you're all here...”

“Darn tootin' we are sugar-cube...” Applejack replied, her voice trembling with relief. “An' we ain't ever going away neither ya hear?”

A second later Twilight found herself virtually buried in a pile of ponies all hugging her tightly. She shut her eyes, feeling tired and stressed - but as the warmth of her friends poured into her Twilight's coat began to regain it's colour.

“Twilight Sparkle!”

Twilight opened her eyes in surprise.

“Princess Luna?!”

Twilight stared at the regal figure of Luna, who's streaming mane and tail looked more terrible and beautiful than Twilight had ever seen before.

“It is time to face your fears, Twilight Sparkle. Only then will the nightmares end.”

“My...my fears?” Twilight looked uncertainly towards the two grotesque figures staring back at her. “ I...I don't know if I can...”

Five hooves rested on Twilight's back.

“You can Sugarcube...” said Applejack.

“...'Cause you're gonna have us right with you.” finished Rainbow Dash. Spike tugged at Twilight's mane.

“Here Twilight...”

Twilight gasped in astonishment as she stared at the object in Spike's claws.

“The Elements of Harmony!”

“I think you're gonna be needing this...” Spike grinned at Twilight and held up the tiara, only for Twilight's magic to envelope him as well and hoist the dragon up to Twilight's head.

“Thanks Spike...” Twilight hugged her assistant tightly, before using her magic to levitate him gently to the ground and place her jewelled tiara on her head. Nodding to her friends, the sixth Element of Harmony stood and faced Discord and Chrysalis, her friends automatically forming up into their positions as Twilight glared sternly at her two nemesis. Even Luna stood by them, flaring her wings, while Spike was breathing angry green fire from his nostrils.

“What!!...No...What is this?!” The smug look on the fake Chrysalis' face rapidly turned to shock and anger at the sight of Twilight standing with her friends.

“Oh...no...” 'Discord' scowled as he eyed the gleaming Elements of Harmony, mentally counting them all the way up to six. The Draconequus' expression soured.

“...this isn't going to end well.” he finished dryly.

The six jewels glowed brightly as Twilight's friends all begin to activate their elements, their powers flowing out in ribbons of energy and combining into the star at the top of Twilight's tiara. A bright rainbow light radiated out, filling the cavern like sunlight.

“No! NOOOOOOOOOOOOOOOOOOOOOOO!!”

“NOOOOOOOOOOOOOOOOOOOOOOOOOO!!

Chrysalis and Discord cried out in defeat, vainly attempting to shield themselves as Twilight's eyes sprang open, releasing blinding white light which blossomed out from her, the cavern, the ponies and the two villains vanishing as they were swallowed up in the expanding glare.

Applejack blinked as she fought to clear her vision. As the white-out faded away the cowpony found herself standing in Princess Celestia's chambers, back where they had started. She glanced round at her friends standing beside her.

“Twilight...wha' happened to Twilight?”

Applejack's heart momentarily seized with panic, but then she turned to look at four ponies lying on the bed nearby. Twilight still lay beside Princess Celestia, but now the mare slept peacefully - the Element of Magic gleaming in the firelight as it rested on her head.

Author's Note

Credit (and serious props) for the remix of "Love Conquers All" from A Canterlot Wedding - Part 2" goes to MelodicPony (after Daniel Ingram of course) And of course to MandoPony and AcousticBrony for writing the awesome song "Loyalty" which helped inspire the battle.

13 - Act 3 - Letters

“Oh, thank goodness!!”

Rarity's relieved exclamation suddenly broke the silence in the royal quarters. Applejack turned to find her friends watching the alabaster unicorn inspecting her tail and mane, which had grown back to it's usual length and style.

“I must say, using the Elements of Harmony does do wonders for a girl's coiffure don't you think?” Rarity flipped her sparkling mane and beamed. “Oooh! Perhaps I can persuade Princess Celestia to let me use them on occasion...or at the very least let me study the effects so I can create a spell to duplicate it. It would do wonders for my business! Of course...”

Applejack snorted and rolled her eyes at Rarity's fussing but couldn't help but smile, especially when Luna silently looked to the heavens at the prospect of an Elements of Harmony mane styling treatment. Rarity was Rarity, and Applejack had learned that she wouldn't want her any other way.

Ignoring the fashionista's continued gushing - and the Princess of the Night's attempts to politely dissuade any suggestion of the idea to use the Elements for anything other than the most dire of circumstances, Applejack led the way to where Princess Celestia and Twilight lay. Cadence and Shining Armour were still in attendance, along with Zecora who was packing the last of her ingredients away with her usual air of professional satisfaction. Celestia silently welcomed them all as they approached with a pleased smile, before lowering her neck and nuzzling gently at her charge.

“Twi?”

“Ooooh...”

Consciousness flooded into Twilight's befuddled brain, her senses insistently tugging at her awareness with some indecipherable message.

“Twi?”

The buzzing in her senses gradually resolved itself into a distant voice as her brain began to slowly wake up from it's slumber. Twilight opened her eyes, her blurry vision showing nothing but smears of colour against a dark background. Twilight closed her eyes and tried reopening them a few times until a little more of her woke up, and after a moment or two the cyan and orange blurs eventually focused themselves into a hazy image of Applejack and Rainbow Dash – who were standing over her with concerned looks on their faces.

“Twi? You OK sugar-cube?”Applejack's voice echoed distantly in Twilight's head. The lavender mare groaned groggily.

“Ohhhh....what a dream...Applejack? Rainbow? What's... going on?”

As her fuzzy vision cleared a little, Twilight slowly raised her head to look up at her friends - just as Princess Luna came into view beside them.

“Princess Luna?!...wait - I don't understand...Where...am I?” Twilight tensed suddenly.

“Canterlot!”

Pinkie Pie had cheerfully popped into Twilight's vision, her pink face and cotton candy mane momentarily blotting out the sight of her friends.

“Canterlot?...oh no...” Twilight recoiled in panic.

“Wha's wrong hon?”

Applejack's head lowered towards her as Twilight closed her eyes and hung her head, a tear escaping and running down her cheek.

“Princess Celestia is very angry with me...if she knows I'm here, she'll...she'll...”

Twilight froze suddenly, her eyes widening as a soft, feathery blanket of white swallowed her body up in a warm embrace. A familiar, regal voice from somewhere immediately behind Twilight softly finished her sentence.

“...be very pleased to see you again, Twilight Sparkle.”

Twilight's entire body locked up in fear with a petrified “squee!” as the awful realisation suddenly dawned as to exactly what - or rather who – the strangely warm object she was lying against was. The Element of Magic slowly turned her head to find Celestia's face hovering just above her, the Ruler of the Day looking back at her with a worried smile. There was a long pause as Twilight's tear filled eyes stared into Celestia's – and then Twilight was hurriedly bowing down and hiding her face from her mentor, whimpering her apologies as she waited for the metaphorical equivalent of Celestia's golden hooves to trample her into the ground.

“...sorry!...sorry!”

Celestia's wing scooped Twilight up as she hysterically spouted her apologies, pressing the smaller mare's body close against the princess's warm coat. Gentle hooves of gold and white curled round Twilight's neck, drawing her into the princess's heartfelt embrace as she whispered soft reassurances into her pupil's ear.

“Oh Twilight...hush now my little pony...Applejack has told me everything that happened.”

Twilight flinched, the pit of her stomach felt like it had dropped into the very depths of Tartarus.

“You...you know?” Twilight wailed. “I-I'm so sorry Princess! I don't know what I did wrong!”

Twilight's pleas were suddenly muffled as Celestia hugged her student tightly, lowering her head over Twilight's neck as her flowing mane and tail curled round them both. Twilight could feel the princess's powerful magic radiating from her coat and the cocoon of feathers surrounding her, and felt Celestia's horn suddenly touch the tip of her own. Her panic filled thoughts simply vanished, drowned in a golden fog of magical warmth that spread from Celestia and flowed like a current through her body. As the magical trance engulfed her, a distant part of Twilight's mind recalled a legendary spell of peace that it was believed Celestia possessed. It was said that it had been known to stop entire armies from fighting, and for a fleeting moment Twilight felt apprehension at the thought of being the focus of such power. But the thought was soon washed away by the soothing presence of her mentor, and Twilight's body eventually went limp in her teacher's hooves as her anxiety melted away.

“Hush now my faithful student...you are safe, and I am not angry with you my little pony. All your friends are here for you...there is nothing for you to fear.”

The other ponies watched speechlessly, as Celestia patiently comforted Twilight with nuzzles and soft whispers, a tear gleaming in each of the princess's magenta eyes as she leaned down to speak softly in Twilight's ear.

“...you have always been more to me than just my faithful student, Twilight...” Celestia paused and looked over to the royal couple watching nearby. “...Even before you became part of my family.”

“...Princess...” Twilight lifted her head to nose at Celestia's cheek, and found herself drawn into another emotional hug. Celestia's voice lowered to barely above a whisper.

“For a long time Twilight, I have wanted very much for us to become close friends. I watched you grow from the young filly I met that day at my school who wanted to learn everything about magic, into a talented and powerful mare with a heart of pure gold. But one day...I realised something terrible had happened...that the one who's friendship I desired the most feared me, because I was the one pony who you felt you could not afford to fail. It broke my heart Twilight...to know that I was the one who embodied your fear of failure.”

Twilight looked up into Celestia's eyes, unable to speak. Celestia lowered her head down and nosed under Twilight's chin in an appealing gesture.

“Twilight Sparkle...I ask you...not as a Princess or your teacher, but as Celestia... I ask you for another chance to become your friend...Will you accept my friendship?”

A tense silence filled the room, as several ponies held their breath, watching with open mouths to see if Twilight will accept. Twilight was staring at the princess as if Celestia's mane had suddenly turned pink, as if she was hardly daring to believe she wasn't still dreaming.

Several moments passed, the only sounds being the crackle of the fire and the inevitable crash and exclamation of surprise when Pinkie Pie overbalanced and ended up planting her nose in the carpet. Then Twilight rushed forward and buried her face in Celestia's chest.

“I will! I accept your friendship Princess Celestia!”

Both Princess and student embraced each other, Twilight crying tears of relief into Celestia's neck as the Princess emotionally cradled Twilight in her hooves, the weight of years of uncertainty and longing suddenly lifted from both ponies' hearts. Beside them, Rarity was sharing a handkerchief with Applejack and Fluttershy, while Pinkie Pie immediately burst into fountains of joyful tears. Cadence and her husband simply cuddled together, taking in the warm feelings that filled the room.

Hovering above her friends, Rainbow Dash self-consciously wiped away a tear, then hurriedly reasserted herself.

“Darn it! Now you've got ME acting all sappy!”

For what seemed like an eternity, Twilight's world was only the warm fur and loving embrace of her new-found friend. Nothing else seemed to matter to her except the feeling of Celestia's steady pulse beneath her cheek. After a while, she felt the Princess gently guide her back down to lie snuggled against Celestia's barrel between her hooves once more, tucked under the fold of her royal wing. As Twilight lifted her head from Celestia's shoulder she felt her friends drawing in closer, and turned to find Applejack at their head with her hat in her hoof.

“Twilight?...ah wanna apologise...'an behalf of all 'us...for wha' we said. 'Specially mahself...it' were dishonest an wrong of me to say wha' ah did...” Applejack's face flushed as she looked down at her hooves, a tear leaking from one eye.

“But most of 'all, we wanna 'pologise for losin' ah trust in y'all. We had no reason ta doubt y'all like tha', 'specially bein' ah true friend tha' you are.” Applejack hid her muzzle behind her hat, peeping over the brim with misty eyes.

“C-can y'all...ever forgive us?”

A purple hoof pressed against the farm pony's chest as Applejack bowed down, her shame getting the better of her composure. Applejack looked up to see Twilight's gentle smile directed at her and the six stricken faces of Spike and her friends behind her.

“I forgive you Applejack...” Twilight's magic drew Applejack into a hug. “...I forgive all of you.”

“Y'all...forgive us?...” Applejack faltered, but before any more could be said the six Friends of Harmony plus one dragon assistant were hugging together tightly in a big pile beside Celestia, who watched them with a soft smile. The Princess of the Sun raised her head and addressed all the ponies in her calm, regal voice.

“I believe that we have all learnt something about friendship...”

Celestia's gaze turned towards Spike. “Spike? Take a letter please.”

Spike fumbled about behind him for a moment, pulling out a quill and parchment and stood with his quill poised, ready to begin. Celestia waited for a moment, mentally composing the letter before beginning to recite it to the young scribe.

“My dearest Twilight Sparkle,

I have found that friendship is built on two things - faith and trust. But if we lose faith in our friends, we can also lose faith in ourselves. With faith comes trust, and as long as we have faith in our friendship, our true friends will trust us with theirs.

Always your affectionate teacher and friend,

Princess Celestia.”

“ Prin-cess...Cel-est-ia...Got it!” Spike finished the last word with a flourish.

“Spike?” The dragon looked up at Applejack, who had turned to face him. “would ya mind takin' another letter for us?”

Spike blinked in surprise. “Huh? Ok...sure thing. Hold on a sec...” Spike dug about behind his scales to fish out another piece of parchment. “Alright, fire away Applejack.”

“Dear Princess Celestia,

We want to to write to y'all about a lit 'le something we learned about friendship. As y'all know, friendship is built on faith, but just as import 'nt is trust. When we didn't trust Twilight to help solve our quarrelin' she lost her trust in our friendship, and losing all her trust meant she couldn't have faith in herself no more. But we found afterwards we also couldn't trust ourselves to be good friends either. It's import'nt to never break your trust in your friends, 'cause like Rainbow says - if your friends can't trust ya, ya'll lose all trust in yourselves too.

Humbly yours,
Your Loyal Subjects.”

“Spike?” The slightly weak voice of Twilight surprised everyone as Spike furiously scribbled down the last of Applejack's letter, the lavender mare's head emerging from under the shelter of the Princess's wing and looking out at her assistant. Spike furrowed his brow a little.

“Lemme guess...Another letter?”

Twilight silently nodded. Celestia inwardly smirked in amusement as the young dragon muttered irritably under his breath as he tried to retrieve yet another blank parchment from it's hiding place.

“...I just know I'll be getting writer's claw for this...and I'm gonna run out of paper if this keeps up ...”

Spike's mumbling ceased as he readied his quill, the feathered end dancing in mid-air rapidly as Twilight began to dictate her letter.

“Dear Princess Celestia.

I have learned an important lesson about friendship. It can sometimes be too easy to think a friendship is broken. But the truth is, a real friendship is easier to make and much harder to break than most ponies realise...”

Twilight broke off from her narrative briefly to look up at the Princess with a tired but happy smile.

“...Even friendships you don't even know you have. If you have faith and trust in yourself and in your friends, they'll always come through in the end.

Your faithful student and friend,
Twilight Sparkle.”

Celestia smiled back and nuzzled at Twilight as Spike put the finishing touches to all three letters. Holding up the three scrolls the dragon took a deep breath, but stopped himself suddenly as he noticed the slightly questioning looks from some of the assembled ponies.

“Oh...right...”

A slightly pink-faced Spike handed the scrolls over, each suddenly floating up out of his grasp and sailing smoothly to their recipients. Two of them headed past Celestia as she directed them towards a shelf piled with other scrolls, while the third piloted itself smoothly towards Twilight, who tucked it safely under a pillow. Spike shot a dirty look at the Mane Six as their giggles pervaded the embarrassing silence and began to sulk, silently berating himself for his habitual gaffe until Rarity gently nuzzled at him.

“Twilight...” Luna approached and knelt before Twilight, the dark Alicorn lowering her head.

“We...I mean, I... apologise for the misfortunes that befell you tonight. It was my corrupted spell which caused your fears to grow as powerful as they did, and cause the nightmare which so nearly consumed you...I was careless and my mistake caused you so much pain...The Night begs you for your forgiveness...”

“No Princess Luna...” The Princess of the Night winced, but Twilight's hoof lifted up her chin for their eyes to meet.

“Instead...I want to thank you Princess. You helped my friends find me again when I needed them the most... Whatever happened before, you've earned my forgiveness.”

Luna hesitated uncertainly for a moment. “ Twilight...When I came to Ponyville tonight to visit your dreams tonight, it was because I had realised that despite my...past...you had treated me as you would your own friends... And I have been remiss in not showing you more of the same...”

Luna craned her neck forward to nose at Twilight.

“Twilight Sparkle, I would be honoured if thou would accept my friendship too.”

Twilight smiled as she returned the gesture. “I would be honoured to have you as a friend Princess Luna.”

“...You will?” Luna's expression became as bright as her moon on a clear winter's night, a storm of cheers erupting as both Princess and pony embraced each other.

“Well, ah don' know bout' nopony else but ah'm plum-tuckered after all that...”

Applejack took off her hat for a moment as the cheers of her friends died down, mopping at her brow with a hoof. The farm pony then bowed politely to Celestia. “With y'all permission Princess, we'll let y'all an' Twilight get some rest. C'mon everypony, le's go find someplace to rest up for the night.”

Princess Celestia held up a hoof and shook her head with a smile. “That will not be necessary Applejack.”

“Huh?”

Celestia gazed fondly down at them. Even lying as she was beside Twilight, the Alicorn of the Sun seemed a head taller than the ponies before her - but her presence was warm and inviting rather than intimidating.

“While you and your friends may not be actual family Applejack, each and every one of you means as much to both me and Twilight, and I think also to Luna too...” Celestia looked over to her sister, who nodded in agreement. “All of you - and you also Zecora, are most welcome to stay here if you wish. I know myself and Twilight would very much enjoy your company.”

“A-all of us?...” stammered Rainbow Dash.

“Like...family?...” Applejack's mind was spinning, unable to take the Princess's words in.

Celestia nodded regally. “Yes Applejack, you are all a part of my family of friends - just like your five friends are to you - and both I and my family would be honoured if you will stay with us.”

“St...st-stay?...in the...royal...chambers...” Rarity's voice faded away as the fashionista swooned in transports of delight at the thought of a sleepover in the Princess's apartments.

“Oh my...” Fluttershy blushed heavily and tried to hide her face behind her long mane. Pinkie Pie held up a hoof suddenly.

“Hold on a second!”

Everypony looked round at the party pony, who's face had suddenly become dead serious. Reaching into somewhere out of their sight, Pinkie Pie solemnly produced a glass of water. Taking a swig, the pink earth pony proceeded to perform an impressive epic spit-take – which unexpectedly ended in a bout of hiccups. That got a laugh from most of the ponies.

“Yay! SLUM*hic*BER PARTY!” squealed Pinkie Pie, as soon as she got her breath back.

Celestia turned towards her niece. “Cadence? Would you mind seeing that the three little fillies are comfortable?”

Cadence smiled and nodded, rising to her hooves.

“Huh? Wha' three lit'le fillies them be Prin...cess...?

Applejack's voice trailed off suddenly as she turned and noticed the three Cutie Mark Crusaders for the first time, all of whom were already sound asleep in a huddle near Zecora. Rarity and Rainbow Dash looked round as the farm pony's mouth fell open.

“What in the HAY...are those three...doing...Grrrrraahhh!” Steam began venting from Applejack's nostrils as Rarity and Rainbow Dash came up beside her, staring at the little pile of sleeping fillies.

“Sweetie Bell?!” Rarity arched an eyebrow at her younger sister.

“Scootaloo???” ventured Rainbow Dash, staring at her adoptive sister.

“Nnrrrrghhh...!” Applejack's face crumpled up into a scowl and her two friends gave her a cautious look. The cowpony's temper was clearly getting ready to blow on a volcanic scale.

“..AP-!!”

Applejack's cheeks suddenly inflated, a golden hoof unexpectedly plugging her mouth before she could get the rest of her younger sibling's name out. Following the pink limb, Applejack's gaze drifted over to see Princess Cadence regally shaking her head. The farm pony's scowl deepened as she stared daggers at the Alicorn of Love but Cadence was not to be swayed, the Princess communicating her message simply by smiling at Applejack in an understanding way - her eyes pleading for at least a stay of execution.

Applejack wasn't happy, but eventually she relented - her cheeks deflating. As Cadence's hoof was removed the orange Earth pony sighed heavily.

“Alrigh' Princess...y'all win...”

Cadence said nothing, but nuzzled gently at Applejack's cheek as her magic gently levitated cushions and blankets towards the three intrepid adventurers, who remained sound asleep as they were lifted onto the cushions and tucked into the blankets.

Trotting over to where the Crusaders lay, Applejack smiled fondly down at her sister, shaking her head in disapproval.

“Those three lit'le varmits are gonna be in fer a whole heap 'a trouble come the mornin'...”

Applejack looked up as Rarity joined her, the unicorn regarding her sister with a similar expression. Rarity nodded her head.

“Absolutely”

Rainbow Dash appeared beside them, looking down at the snoring Scootaloo and nodding in agreement.

“Definitely.”

All three exchanged fond looks - then as one the three elder sisters lay down together, each snuggling their siblings close and making themselves comfortable on the cushions Cadence had provided for them.

Celestia giggled to herself as she watched the three sisters. Fluttershy and Pinkie Pie were making themselves comfortable close by their friends, and Spike was opting to settle down on a cushion near Rarity – the fashionista discreetly pulling his cushion closer to her with her magic as Spike curled himself up, totally oblivious to his change of location. Zecora also prepared to rest, the Zebra finding a discreet corner to meditate while sitting upright in a strange posture. Only Luna remained standing, her gaze directed out of the window at the night sky.

“Sister...it is almost time.”

Celestia nodded. “I know my Sister...I'm coming.”

Celestia's horn flared with power once more, bathing Twilight in the glow of her magic. Twilight looked up at Celestia, her eyes full of nervous uncertainty even as her eyelids began to droop.

“Princess...?”

“It is a spell for a dreamless enchanted sleep Twilight, but don't be afraid - I will return soon and I promise I will be with you when you awake. Rest now my faithful student... “

Twilight smiled and murmured drowsily, dozing contentedly off in the Princess's hooves as the enchantment took hold. As Twilight's peaceful breathing slowed Celestia gently lay the mare down, leaning close to nuzzle at her sleeping pupil and whispering one more time to her new found friend.

“Between the triumph of day, and the glory of the night, there lies the harmony of the Twilight...”

Twilight barely stirred as Celestia recited her verse. It's meaning was only apparent to the Princess, but as she spoke Celestia's eyes were filled with joy. As soon as Twilight was asleep, Celestia carefully rose and passed by the sleeping ponies, following her sister out to the balcony. The moon hung low in the sky, it's face pure and unblemished while above Luna's stars twinkled like gemstones in firelight. Glancing over at her sister, the two rulers of Equestria exchanged a nod before the Ruler of the Dawn spread her wings and flew out into the night towards the clouds, followed by her sibling.

Author's Note

Once again, credit ( and serious props) go to Melodic Pony after Daniel Ingram for the remix of some of the music from the episode Magical Mystery Tour. I hadn't intended on having another embedded piece of music in there, but this piece happened to fit so well so I thought "what the hell..." n.n

14 - Epilogue - Dawn

Luna flew through the clear night air as she followed Princess Celestia into the sky, to prepare to lower the moon for the dawn. It hung low near the horizon but still shone bright, bathing the Equestrian landscape below in a cloak of silver light.

Luna banked around one of the few small clouds hanging low in the sky, it's puffy fleece of vapour glittering in the moonlight and flew up high above them towards the stars, searching for her sister. The night air grew cold as the Princess of the Night climbed higher but Luna saw the glint of reflected starlight ahead, and flew onwards until she was close enough to pick out the form of her sister, who was standing on a narrow strip of high cloud and looking at the full moon. Luna spread her wings, gliding towards her sister and alighted on the other end of the thin, slightly icy cloud.

For a minute or two the two royal sisters looked upon the silver orb hovering before them in the sky above the horizon in silence.

“It was a thousand years ago sister, that we quarrelled. On a night almost as beautiful as this.”

Celestia's gaze never left the moon as she spoke, Luna turning her head towards her as the Bringer of the Dawn recalled the fateful night from a thousand years before.

“Yes sister...I remember...” The smaller Alicorn felt a wave of apprehension pass through her mind, averting her eyes from her elder sister in her discomfort.

“Tell me Luna...was it your memories of me that night which haunted you so?”

Celestia turned her head towards her sister as she asked her question, Celestia's eyes glistening as they seemed to search anxiously through Luna's expression.

Luna felt her knees buckle under her and she sank down onto the cloud's wispy surface, tears welling in her eyes as she felt a knot tighten in her stomach. Celestia had guessed the truth, and Luna knew there was nothing she could do to deny it. The Princess of the Night lowered her head in shame, silently nodding.

Celestia felt pain stabbing deep in her heart as Luna silently made her admission, her distress evident as she turned to face her younger sibling.

“I have never wanted anypony to fear me Luna...least of all my own sister. I did what I had to for Equestria, but also because I loved you sister...” Celestia stepped forward, drawing a little closer to Luna. “I couldn't bear to see you in such darkness, instead of the Luna I knew and loved.”

Luna sniffled miserably. “Sister...I know why you banished me, I don't even blame you anymore...I know what I did was wrong and I'm glad we are friends again...it's just...” Her voice broke into a whimper and Luna cowered down before a shocked Celestia. “I-it was the way you looked at Twilight...I-I mean...th-that other you in Twilight's nightmare...It was the same expression you had that night when you confronted me with the Elements...I'd never seen you so angry before...and seeing you like that again...it began to bring it all back. Being trapped in the moon...how I thought that I would never be free again...that you hated me and didn't care about me anymore...that I would be forgotten...”

Luna winced, closing her eyes as if to shut out the lonely memories of her thousand years of incarceration.

Celestia lowered her head, feeling a fresh wrench at her tortured heart. Remorse had plagued her waking thoughts and nightmares for a thousand years, but the sight of her sister crumpling at the memory of Celestia's anger was far, far worse.

“...Oh Luna...I...I never wanted to lose you for a thousand years...”

Celestia drew closer still, softly nosing at her beloved Luna.

"...some things can only be healed with time my sister... But in those thousand years I waited, I never once stopped loving you. I would stay out here long after I had raised the moon, looking upon your shadow and wishing for you to come home.”

Celestia knelt and embraced Luna, who buried her head in her sister's fold. The Ruler of the Night's tears ran over her cheeks and soaked into snowy fur.

“Sister...I fear that I will never escape the curse I have brought upon myself... "

Luna summoned the last of her courage to look desperately up into her sister's eyes as she asked Celestia the question that burned within her.

"...will...will I ever escape the shadow of Nightmare Moon?...Will we...ever be as close as we once were again?”

Warm drops suddenly fell upon Luna's coat as the midnight Alicorn finally gave voice to her own fears at last. Luna's eyes went wide, the princess instinctively rubbing her cheek against her sister's neck as Celestia's tears silently splashed upon Luna's back, her heart twisting to see her big sister - normally the most reserved and controlled of any of the ponies she had known - so upset. Luna braced herself, fearing what the answer that had driven the strong, fearless Celestia to cry over her might be.

“Luna...Nightmare Moon is past, of that I am certain...I have already forgiven you, and while it may never be completely forgotten, and however further there may yet be to travel on that road, I know that Equestria has already begun to forgive you sister...and in time, you will too...”

Celestia touched Luna's horn with her muzzle, drawing Luna's gaze to hers. Celestia's eyes were filled with tears, glistening in the moonlight but also with relief and incomparable joy.

“But whatever happens now Luna...we both will be closer than ever. I promise, my beloved sister...”

Luna hid herself away in the flowing, sunset coloured mane as she clung to her sister's neck in a tight hug, relief washing through her. She felt downy wings sheltering her barrel against the chilly air and Celestia's warm magic pressing her close, the dark fears and doubts filling her heart which had plagued her thoughts ever since her release dissolving in their embrace.

Celestia's forehoof encircled Luna's withers as the Sun Princess closed her eyes and buried her nose in Luna's starry mane, crying silent tears of relief. Time seemed to stand still as Celestia felt the warm pulse of her sister's body against her once more, not wanting to let go of the moment she had hoped and waited so long for. Her sister was truly home at last, and for the first time in a thousand years Celestia's thoughts were at peace.

Long minutes passed before either of the shapes on the moonlight soaked cloud stirred, both Alicorns not wishing to break the embrace they had been denied for a millennium. Only the soft call of her moon penetrated Luna's thoughts, the Night Princess lifting her head from her sister's shoulder as the faint ethereal whisper brushed her mind, reminding her of the task they still had to perform.

“Tia?..”

Celestia lifted her head to look at her sister. Luna gave a faint smile.

“Let's do this together, like we used to...”

Celestia smiled too, nodding her head in agreement. Rising to their hooves, both Princesses silently faced the Moon and flared their wings. Luna's horn flared with silver magic, and the moon began to sink slowly towards the far horizon, while behind Luna the sky began to flush with the faintest of colour. As the Moon descended from sight, Celestia's horn glowed with golden magic – the Bringer of the Dawn spreading her wings as the first rays of the rising sun shone from behind her. Light spilled across the slumbering lands of Equestria below as with a few mighty beats of her wings, Celestia rose into the air with the sun, a final burst of magic silhouetting her against the solar orb as it began it's journey through the golden sky.

Luna watched as her sister fluttered slowly down onto the cloud, then both princesses turned and scanned the land far below. Satisfied with their work, Celestia and Luna nodded to each other before spreading their wings once more, flying back towards the distant gleam from the towers of Canterlot as they shone in the dawn light.

Early sunlight streamed in through the windows, but Twilight and her friends still slept on in the dawn lit room. Not even the sound of soft hoof-steps stirred them as Celestia re-entered from the balcony and stood over Twilight, watching the mare's peaceful breaths. As Luna followed in behind Celestia the white Alicorn settled down beside her student once more, gently drawing Twilight into her hooves with her magic and spreading a wing over her. Twilight stirred sleepily at the movement, but Celestia's soft, reassuring nuzzle lulled her back to sleep as Luna approached and lay down on the bed in front of them, close to Twilight so she could rest alongside her sister.

A warm silence fell upon the room, broken only by the soft breathing of sleeping ponies - even Rainbow Dash's trademark snores were absent. Celestia and Luna leaned against each other, casting a final glance at the sleeping Mane 6 around them along with Zecora and Spike, before closing their eyes to rest with Twilight asleep under Celestia's wing. Cadence and Shining Armour were still cuddled together by Twilight's side, and the Cutie Mark Crusaders were all still nestled together with their big sisters around them. The day was still only just beginning, with no-one else awake and a few welcome hours to go before the day got properly started.

END.

Author's Note

Well, here we are - The end of On the Dark Side of the Moon, which is not only the very first MLP fic I've done, or posted on FIMFiction, but also the very first story I've ever actually FINISHED. Yes there are one or two others that I started a long time ago, but these are not MLP fics but a series of crossovers featuring my OC, Blue Wolf. Most of these will not be availabe on here (not being MLP fics) However, some of the stories later on in the series WILL be MLP crossovers.

Thanks to everyone who liked/favourited and commented on my story, and special thanks go to Neo-Exodus and Anton the Shadow for having a peek at some of this when I wasn't sure I was making much sense. The main purpose of writing this was to try and figure out if my stuff is actually any good and how best I go about writing it, which Dark Side of The Moon has helped with ALOT. It didn't get on the Featured or the Popular Stories list this time but hopefully next time I'll get lucky.

Speaking of next time - it's not ALL quite over yet with On the Dark side of the Moon. I wanted to write it as close to series canon as possible, except halfway through - Twilight suddenly turned into an Alicorn. I don't have a problem with Twilicorn at all, I think it still has possibilities even if the execution wasn't all that great to begin with (time will tell on that one I think). But as a result, I will be writing an alternative version called the Alicorn Alternative - which will be basicly the same plot but set after the events of Magical Mystery Cure instead of before, with a few differences resulting. Might have to put these as extra chapters on the original because of FIMFiction's rules but we'll see.

There is a also a satellite story in mind, which has the working title of The Trial of the Cutie Mark Crusaders, and it's about what happens the morning after when the CMC wake up from their little nap in Celestia's bedroom... n.n

And eventually there will be something from the Blue Wolf Chronicles in here as well. Blue Wolf WILL appear in Equestria, but several other things have got to happen first, and these are already BIG stories so it might take a while.

Any constructive comments are welcome - watch this space and see you again soon.

Blue Wolf.

Sequel Released: Trial of the Cutie Mark Crusaders

Now Online:

The follow up story to On the Dark Side of the Moon.

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