Time passed by as Rainbow, Twilight, and Swordpoint searched frantically for any signs of the location of the ancient pony civilization. With their three day time limit in the back of their minds, the stress was immense. So far, one day had passed, and the three ponies had searched ceaselessly through the Canterlot archives for the information they needed. They had moved into the archaeology section of the library, now, and had covered approximately a quarter of it. Luna's moon hung high in the sky, and Rainbow had fallen asleep in one of the aisles of the archives. Twilight let her sleep, feeling guilty about keeping her up like she had. After all, Twilight was used to pulling all-nighters, but Rainbow wasn't. She noticed that Swordpoint had no trouble staying awake, however, and was curious.

"Hey, Swordpoint," Twilight called out, "you're from Cloudsdale, right?"

"Oh, no, my dear," he responded from across the aisles, "I come from a distant land known as Ponynesia. I came here to Equestria because our archives held nothing on the calamity before us."

Twilight had a great deal of questions she wanted to ask, but she decided that now was not the time. After all, they needed to find this information and fast. Twilight continued to peruse the books, one after another, finding nothing time and time again. However, she at last came upon a book titled "Acient Pony Civilizations."

"Swordpoint!" She exclaimed. "I think I've found something!" Rainbow awoke in the next aisle and lazily got to her hooves.

"Oh? Let's see it." Swordpoint and Rainbow eagerly joined Twilight to see what the unicorn had found. She opened the book and began to skim through it, at last finding exactly what they needed.

"Here we go! Look!" She cleared her throat noisily. "Much evidence has been found to point to an ancient civilization of ponies whose magic was far greater than anything today. It is unknown how these ponies came to be, or how they had such magic proficiency. Some even say that it is possible that they themselves raised the sun and moon, as they existed long before Celestia and Luna. Their great city was located several dozen miles from what is today Ponyville (see figure 13b)." Twilight smiled. "Yes! That's it!"

Rainbow smiled as well. "That's awesome!

"Well what the hay at we waiting for?!" Dash cried out. "Let's go!" Twilight trotted to the shelf where she'd found the book when Dash screamed "Twilight! Bring it with us! We're going to need that map!"

"Oh, no, I can't remove books from the archive-" Twilight tried to say, but Swordpoint cut in.

"My dear, I think the situation allows for an exception."

"Well, um...yeah, I guess you're right." Defeated, she placed the book in her saddle bag. The three ponies exited the library and referenced the map. All three of them focused intently.

"Okay, it looks like it's about forty-seven miles northwest of Ponyville," Twilight informed.

"No problem," Dash exclaimed cockily. "Hey, Swordpoint, you think you could help me carry Twi here if we fly there?"

"It would be my pleasure, Miss Dash." He gave her a slight bow and she began to blush. Man, why does he have to be so handsome...? She shook it off and walked over to Twilight. Wrapping a hoof around her friend, she instructed Swordpoint to do the same. He silently obeyed, and the pegasi lifted their wings and took off. Twilight was once again exhilarated and terrified. Flight felt so freeing, yet so scary at the same time. A loss of control could cost them all their lives, and what would become of Equestria then? She decided she should take a small nap on the way and closed her eyes.
Rainbow Dash noticed that Twilight had fallen asleep and decided to speak with Swordpoint.

"So, um..." she began, feeling awkward. "You're not from here, are you?"

"I'm not, Miss Dash," was his short reply. She began to blush again. Why does he gotta call me "miss Dash?"

"Right...so what do you do? I haven't even seen your cutie mark." She looked at him curiously. He returned the look with a smile.

"I am a royal guardian for the Ponynesian princess, her highness Miss Omnia. She instructed me to come here to search for answers to this great calamity which we face."

Rainbow's face grew beet red. He's a royal guard?! Aw, man...guess you don't really stand a chance, Dash... She found him terribly handsome, and began to feel like a nervous young filly whenever she looked at him. I gotta get ahold of myself...there's more important things at stake here than some silly crush! Wait, did I really say that?! It's not a crush! I don't like him!

"Miss Dash?" Rainbow turned to see him staring intently at her. "You seem troubled." She became captivated by his dark blue eyes. She felt as though she was lost and that she would never be able to recover.

"I-I...uh..." Swordpoint realized what was happening and quickly turned forward, blushing slightly.

"I'm sorry, Miss Dash. I did not mean to make you uncomfortable."

"No, it's okay...But can you please call me Rainbow? Or just Dash? You don't have to call me 'Miss Dash,' y'know."

"My apologies, Dash. It is simply a custom of one such as myself."

Man...I'm going to be a lovestruck idiot in no time...But FOCUS, Dash! If we survive this...then we can talk about dating. No time for that now.

They continued the rest of the way in silence, as Luna's moon hung high above them. Dash looked to the sky and saw the celestial object, closer still tonight. It looked ever worse than before, and she swore she could feel the evil coming from it. She couldn't take her eyes off of it, and she began to feel weak. The last thought she had before she lost consciousness was "Please...if there's anything I can do, even if it means giving my life, let me do it..."

Dash's wings ceased their flapping and Swordpoint suddenly felt too heavy. He realized Dash had fainted and acted quickly. He grabbed Twilight and threw her onto his back before diving after Rainbow. She fell down and down, coming closer to the ground and her certain end. Swordpoint knew that if he couldn't reach her before she hit the ground, she certainly would not survive. He pushed himself as hard he could, reaching his hoof out for her. The ground was approaching fast, and he feared that he wouldn't reach her in time. He dove down and down, tears forming in his eyes from the wind breaking against his face. Just when he thought he wouldn't make it, he pushed a little harder and managed to grab her hoof. He pulled up with as much strength as he could muster and managed to safely land on the ground without injuring either of his passengers. He collapsed onto the ground, panting heavily.

Twilight awoke with a start. "Huh? Wh-what's going on?"

"It's nothing, Miss Sparkle," Swordpoint calmly assured. "Rainbow simply fell ill." Twilight's face filled with concern.

"Is she all right?!"

"She should be fine. She needs rest, however. Perhaps we should sleep for the night. We won't do anypony any good if we die from exhaustion."

Twilight looked at Rainbow with great concern. She trotted over to her and placed her hoof on the cyan mare's back. Rainbow didn't stir at all, but Twilight could feel her breathing. She let out a sigh of relief and laid down.

"We have to go at first light tomorrow, Swordpoint," she told him firmly. "We're only going to have one day left. Two nights from now..." she trailed off.

"I know, Miss Sparkle," Swordpoint soothed. "Please. Get some rest."

Twilight decided that sleep wouldn't be such a bad idea. Still, she couldn't shake the feeling that something was wrong. They'd found what they needed...right? So why was she so nervous? And what was going on with Swordpoint? He seemed sincere, but yet he could be so emotionless. Well...he is from a foreign land. Maybe that's just how the royal guardians there are. Twilight decided she'd best get some sleep, so she laid down next to Rainbow and closed her eyes.

However, Swordpoint stood awake for a long time afterwards. He simply stared at the sky, examining the object which bore death and doom. His face was an iron mask, betraying nothing of what he might have felt. He simply stared for a long time before finally lying down and allowing himself to drift off to sleep.

--
Rainbow awoke some time later with only a vague memory of what had happened. The last thing she remembered was flying and seeing the stellar object. Oh, man...did I pass out?! What happened?! She looked around and saw Twilight lying next to her, fast asleep. Some distance away, Swordpoint was standing and watching the sky. He noticed that she had awakened and turned to her.

"Dash," he called to her softly, "are you feeling alright?" He wore a look of concern.

"Y-yeah..." she stammered. "Did...did you save me?"

"It's nothing. Don't think anything of it."

Rainbow bit her lip. "I'm sorry! I don't know what's come over me lately! I just...I've been so scared lately, and I know that I have to be strong, but this thing is just so much, and I just don't-"

"Please. Calm yourself, Dash." Swordpoint's soothing voice helped her to feel more at ease. She slowly trotted to where he stood.

"Swordpoint, I..." Dash tried to begin, although she discovered she could say nothing. She was too embarassed by her own failure, combined with her crush on him. NO! I DON'T HAVE A CRUSH ON HIM! LET IT GO!

Swordpoint looked at Dash and gave her a small smile. "Perhaps you should get some rest. "

Dash looked up at the sky. She could see the object clearly now, and though she felt queasy, she fought to hold herself together. She wanted to look at it, to see the evil that she was facing. If she couldn't be strong, then how could she ever help anyone? She was supposed to be the strongest willed pony in all of Equestria, and here she was fainting at the sight of danger. I'm disgusting... This is how I handle the greatest threat Equestria has ever faced? So much for being the element of loyalty. I can't help anyone like this.

"Yeah," she replied meekly, "I should." Rainbow gave Swordpoint one last glance and trotted back to where Twilight was lying. She settled down next to her friend and closed her eyes, but it was a long time before sleep came to her again.

Meanwhile, Swordpoint continued to stare at the object which threatened the land. A small smile came to his lips, and he raised his hoof to his forehead before lying down and drifting off to sleep, a smile still adorning his face.

--The next day--
Twilight awoke to the bright sun on her face. She looked over to see Rainbow Dash and Swordpoint conversing in the distance. She rubbed her eyes and quickly arose to join them.

"Hey, you two," she said sleepily. "We have work to do."

Rainbow and Swordpoint turned to look at the unicorn. Dash gave her a weary smile.

"Morning, Twilight," Rainbow greeted her friend. "Sorry about last night."

"Are you okay, Rainbow?" Twilight was worried for her friend. She didn't want to see anything happen to her. After all, Rainbow was the only one who believed in her. She was the one pony helping to keep her strong against the evil they were facing. She knew Rainbow was scared, too, but she didn't want to believe it. Dash had always been so fearless, even in the face of the worst evils. If even Dash was paralyzed by fear, what hope was there for Twilight?

"Never better, Twi!" Rainbow answered her friend. She tried to sound as enthusiastic as she could, but she knew she wouldn't be able to pull it off like she wanted to. She had gotten such little sleep. Twilight gave her a concerned look, but shook it off. She looked at Swordpoint, who simply stared back without much emotion. It made her a little uneasy. I don't like this...I know he believes this just as much as we do...but something's not right. I can't put my hoof on it, but I just don't feel right..."

"Hey, Rainbow, I need to talk to you for a minute," Twilight said. "We'll be right back, Swordpoint."

"Of course, ladies, take your time." Swordpoint looked away, facing the direction of their destination. His emotionless face seemed haunting to Twilight.

Rainbow followed Twilight out of earshot of Swordpoint. She was confused, and she made it known as soon as they were far enough away.

"What's going on, Twi? You feeling okay?" She looked confused, and Twilight almost lost her nerve when she saw Rainbow's face.

"Look..." Twilight tried to begin. She had trouble finding the words to say. "I think something's wrong with Swordpoint." Rainbow's face became twisted with confusion.

"What do you-" Rainbow tried to say, but Twilight was a step ahead of her.

"He's...off, somehow. The lack of emotion, the cold, calculating demeanor, and his sudden appearance...I don't know, I just feel like..." She trailed off, a frustrated look on her face. "It reminds me of something I've seen before, although I can't place my hoof on what it was. I know it's not a good thing, though. I'm worried that he's not who he says he is."

Dash was taken aback. She didn't want to believe that this royal pegasus she was falling for could be evil.

"Look, Twi, I think you should just forget about it. He saved our lives last night."

"I know, but don't you think that he might be using us for something?" Twilight's eyes pleaded with Dash.

"Look, Twi, I think you're just on edge. You need to try to relax." Twilight could see that there would be no convincing her pegasus friend, so she decided to drop it.

"Alright. Let's go rejoin Swordpoint and head out." The mares trotted back to Swordpoint together. Twilight still couldn't shake her distrust of Swordpoint, although she supposed Rainbow could be right.

"You ready, Swordpoint?" Rainbow asked. She blushed slightly when she looked at the colt. Twilight noticed this, but chose to stay quiet. She suddenly understood Rainbow's reluctance to listen.

"Yes. Let's get a move on. We need to get to the ruins as soon as possible." Swordpoint's face was as hardened as ever.

The two pegasi each wrapped a hoof around Twilight and took to the skies once more. They flew on in silence, leaving Twilight to contemplate where she had seen Swordpoint's behavior before.

--
After several hours, the trio reached the site indicated on the map.

"Here we are," Swordpoint announced. "Do you see anything?"

Rainbow and Twilight looked around. "I don't see any signs of the civilization..." Twilight remarked, slightly defeated. This is where it should've been...so why can't I see any sign of it? This doesn't bode well...

"Wait!" Rainbow exclaimed. "I see something!"

The pegasus pointed to what appeared to be ruined buildings. Twilight gasped.

"That's it! That has to be!" the lavendar unicorn remarked. The two pegasi flew towards the ruins and set down gently nearby. Twilight walked towards them and marvelled at their intricacy.

"Wow...these were built thousands of years ago..." she mused. She'd never seen anything like them, even in all of her books.

"I believe we've found exactly what we've been searching for," Swordpoint proclaimed. His hardened face again betrayed no emotion.

"Well..." Twilight began cautiously. "We should find this magic the book mentioned."

The trio began to search through the ruins. They decided to split up to try to find any traces of the device faster.

--
Rainbow wandered through the remains of the civilization, wondering how the ancient ponies tried to face the evil upon them. She also found that she could not turn her thoughts from Swordpoint. I seriously hate myself so much right now. All I can think about is how attractive he is, and he we are trying to prevent the greatest catastrophe ever to threaten the world. I just feel so terrible and sick about it... Despite her self-criticism, she continued to search.

Twilight wandered the ruins worrying about Rainbow. Rainbow's falling for this colt...but I know there's something wrong with him. He does believe in the threat, but I still can't shake the feeling that his behavior is familiar... I just pray to Celestia that this won't end badly for us...

Swordpoint moved with an air of determination. He knew exactly what he was looking for, and he wasted no time finding it. Excellent. Perhaps I should wait a tad before notifying my... companions of its location. Wouldn't want them to become suspicious. He sat down next to the large obelisk and stared into the sky. He could clearly see the object even in the daytime. "Soon, my masters...soon..."

--
Several hours had passed, and Twilight and Rainbow were still searching when they heard Swordpoint call to them. "Ladies! Come quickly! I have found our goal!"

Hearts racing, the two mares quickly raced to where Swordpoint waited. Behind him stood a large obelisk adorned with magical runes and symbols.

"This, my friends, is the device which the ancient ponies created. If we can power it up, it should neutralize the threat which we face." Swordpoint's face was filled with determination. Twilight looked into his eyes and began to shiver. She didn't know why.

"So...all we gotta do is send magical power to this thing and it should take care of this...thing?" Rainbow asked, optimism blooming in her voice.

"Precisely," came Swordpoint's cold reply.

"Alright, then," came Rainbow's response. Her face was hardened. She was ready to do whatever was necessary.

Twilight looked uncertainly, but decided that she had no other choice. Swordpoint and Rainbow both looked at her with eager eyes.

"Are you up for this, Twi?" Rainbow asked. Twilight looked at her friend with uncertain eyes,

"I...I guess so," was all she could muster in reply. The lavendar mare stepped towards the obelisk. Okay, Twilight...this should be it...please, Celestia, let this put an end to this horror...

Her horn began to glow bright purple. Twilight concentrated her energy the best that she could and focused it onto the obelisk. The large structure began to glow purple, and numerous markings in an ancient language began to illuminate. Twilight and Rainbow Dash stood back and watched as the obelisk began to gain power. Swordpoint merely grinned in anticipation.

"What's happening...?" Rainbow asked fearfully. She couldn't even begin to understand unicorn magic and was naturally confused.

"Well...it looks like I've given it power. Let's just pray that it will stop the object like the texts claimed it would."

After several minutes, the purple glow began to grow stronger. The obelisk finally emitted a grand pulse of magical energy directly towards the stellar object. The three ponies shielded their eyes against its brightness.

"Hehehehe... Delightful..." Swordpoint mused. His face held a malicious smile.

"Wh...what?" Dash asked, unsure and afraid by his sudden change.

"Hehehahaha! You've both done wonderfully! Who would've imagined that it would be this easy to bring about the return of my masters?!" came Swordpoint's cold reply. His face was twisted into a murderous grin.

"What?!" Twilight yelled. She had been right all along, but it was too late.

The magic expelled from the obelisk reached stellar object and began to interact with it. The object drew closer to Equestria at an alarming rate. Rainbow and Twilight watched in horror as the gigantic evil mass came ever closer, until at last it lingered in the skies just above them.

"NOW, MY MASTERS!" Swordpoint exclaimed, "YOU ARE FREE TO ROAM ONCE MORE! CONSUME THIS LAND AND LEAVE NOTHING!"

"What's going on?! Who are you?!" Twilight demanded. She was terrified.

"Why, that's simple. I am King Metamorphosis!" Swordpoint began to transform into a dark green and black figure with beaten wings and a twisted horn. Twilight at least realized who he was, although it was far too late.

"You...you're a changeling!!" she screamed.

"Indeed I am, miss Sparkle!" Metamorphosis laughed. "Hahaha, how amusing it was to watch your dear Rainbow here fall for me. It gave me extra power, which I always enjoy!"

"You..." Rainbow stuttered. "WHERE IS SWORDPOINT?! THE REAL SWORDPOINT?!"

"Haha! You've never even met him! What do you care?" the dark king questioned, laughing all the while. Rainbow's eyes filled with fire.

"I want to know! NOW!"

"Oh, how cute. Well if you MUST know, the lovely Swordpoint is currently imprisoned in the Canterlot dungeon. He's been framed for murder. His execution is tomorrow, although I believe that his execution will fall in line with EVERYPONY'S!"

"I don't get it!" Twilight screamed. "Your kind doesn't kill! You feed off of love! So why allow this evil power in to destroy us all?!?!"

"Well, my dear Sparkle," Metamorphosis chuckled, "where do you think my kind came from? We weren't born here in Equestria. We came from the stars millenia ago. I'm simply ushering in a new generation of future changelings. Whenever a new generation of changelings enters the world, they destroy it and rebuild it to their liking in order to eliminate all traces of those who know the truth. Not that it matters; you will die soon enough. I suggest you say your goodbyes to your friends before they are killed as well. Hahahahahaha!"

"Rainbow! We have to get out of here!" Twilight screamed. She was terrified.

"NO! We have to stop this guy!" Rainbow yelled. Her eyes burned with determination.

"RAINBOW! WE CAN'T STOP HIM NOW! WE HAVE TO GO!" Twilight was pleading now. She didn't want to see her friend die.

"NEVER! I'LL KILL YOU, METAMORPHOSIS!" Rainbow charged at the king of the changelings, but he simply knocked her aside with a single hoof.

"Ignorant pegasus. Do you really think a pathetic whelp such as you can stop me? Your world is doomed. Now take the kindness I am allowing you and say goodbye to your friends, unless you prefer that I kill you here. BEGONE!" Rainbow tried to regain her footing, but Twilight used her magic to place the pegasus on her back before running away. Rainbow looked up weakly.

"I'll...kill you...you bastard..." she panted before she lost consciousness.

Author's Note

I hope you find this chapter a little bit better than the previous two. I promise I'm going to rewrite them, because I know they suck.