Twilight ran at full gallop. Her whole body shook under Rainbow’s weight. If it wasn’t for the adrenaline coursing through her, she would certainly have collapsed long before now. She looked up at the dark and twisted orb in the skies and watched in horror as demonic black figures began to descend from it. They had large claws and sharp teeth, and they were walking on two legs. Twilight wasted no time pondering this, though. She simply continued to run.

She ran through seemingly endless plains for what felt like hours. At last, she came upon a dark cave and quickly went inside. The cave’s walls were a dark purple, and they were dotted with gems. Using her magic to illuminate the way, she delved deeper until she could no longer see the mouth of the cave. Carefully, she laid Rainbow on the ground. She examined her for any injuries and could find nothing more than a few scrapes. She quickly treated these with her magic and began calling to Rainbow and shaking her with her hoof.

“Rainbow…can you hear me?” she called. She was still shaking from what she’d seen, and could only manage a stuttering and shaky voice. “Rainbow Dash…please wake up…” Rainbow showed no signs of stirring. Scared and alone, Twilight simply lie down and cried. This is my fault… I did this! Equestria is doomed because of me! She lie in silence for some time before wiping her eyes and standing to her hooves. "I... I have to stop this. There must be something we can do... and if there is, I wil find it."

--
Rainbow Dash's sleep was not restful. In her dream, she stared into the sky. The dark star from which the future changelings descended hung just above Equestria. Her fellow elements of harmony all stood by her side. Each wore her element.

“Alright, girls,” Twilight spoke aloud, her eyes ablaze and her face severe. “This is it. We have to stop them at any cost. We may not survive this day, but what are our lives to save the millions of Equestrians? Be brave, my friends. It is our duty as the elements of harmony.”

Dash looked at her friends and found every one of them full of resolve. Not even the usually timid Fluttershy showed any signs of fear. She smiled and prepared herself for whatever was coming.

What came next happened too fast for Rainbow to comprehend. The demonic figures descended from the dark orb above them. Their claws shone bright in the moonlight. Rainbow Dash prepared herself to fight. As the first five landed, they quickly ran toward the group. The ponies charged back. One of them grabbed Rarity with its long arms and immediately dug its claws into her throat. She was thrown to the side, left to gasp for air as she slowly bled to death. Twilight began to cast lightning spells at the creatures, but they were of no use. Fluttershy ran to Rarity in an attempt to help her, but she was quickly snatched by one of the demons. The horror plunged its claws into her chest, piercing her heart and killing her instantly. Pinkie Pie produced her party cannon and began to fire cannon balls at the demons. However, the creatures were too quick. Pinkie Pie continued her assault, but it was to no avail. A nearby creature wrapped its hands around her and tore open her chest. Pinkie screamed in horror and pain, and was tossed aside. Mercifully, her neck broke when she hit the ground, ending her suffering.

Rainbow Dash screamed. Her friends were dying, and she was powerless to stop it. That doesn’t mean I’m not going to try! She charged at a demon approaching Twilight from behind and bucked it in its face. It reeled back and let out an ear piercing scream. One of its brethren turned to charge at Rainbow, but Applejack quickly knocked Rainbow out of the way. As a result, the creature tore mortal gashes into Applejack with its long, deadly claws. She fell to the ground and was unable to move before the creature descended upon her and impaled her with its claws.

Only Twilight and Rainbow remained, and Rainbow struggled to stand up. She watched in horror as the creatures began to surround Twilight and herself. They closed in quickly. Twilight looked around hopelessly, before turning to Rainbow, her eyes filled with tears. Her horn began to glow with magic, and Rainbow realized she was casting a teleportation spell. That’s it! It’s our only hope! But Rainbow did not realize Twilight’s intention until the aura began to surround Rainbow alone.

“No, Twilight! You have to come with me! I can’t do this alone! TWILIIIIIIIIGHT!” Rainbow jumped towards Twilight but was too late. She was teleported away as the creatures tore Twilight to shreds.

Why...?! was all Rainbow could think as the blackness overtook her.

--
Rainbow's eyes shot open. She looked around to find Twilight lying on the ground a short distance away, her horn glowing. “Twi-Twilight?!” Rainbow blurted, her eyes wide.

“Rainbow!” Twilight exclaimed. She ran to her friend and wrapped her forehooves around her. “Oh, Rainbow, I’ve been so worried!” Tears began to fall from Twilight’s eyes.

“Twilight… the others… are they…?” Rainbow asked. She was grinding her teeth and fidgeting.

“I don’t know… but we have to get back to Ponyville. Our only chance is to regroup with our friends and try to use the elements of harmony.”

Rainbow’s face twisted into a grimace. It was just a dream, I guess… but the last time I had a dream like that, we ended up in this mess… maybe my nightmares are trying to tell me something… “Twilight…” she said, her voice no more than a shaky whisper, “I don’t think that the elements are going to help us.”

“What other choice do we have, Dash?” Twilight asked, her hooves on Dash’s shoulders. Dash looked away.
“…I don’t know, Twilight. But we can’t do this alone. Not us, and not just the elements.” Tears came to Rainbow’s eyes as well, but she fought them. “I want to look for the real Swordpoint.”

“The real Swordpoint?” Twilight repeated. “But we don’t even know anything about him!”

“So?!” Rainbow burst out. “He’s in prison for nothing! We need to help him! Maybe he can help us!” She looked past Twilight and began to think of Swordpoint. Even though she only met his changeling impersonator, he was still handsome. And if I’m lucky, he’s really a royal guardian from Ponynesia. And if he is… then there’s gotta be some way he can help us. There has to be!

“Rainbow!” Twilight called, snapping her back into the present. “First we need to contact the Princess. But before that, I want to make sure our friends are okay. We need to head back to Ponyville.”

“That’ll take too long!” Rainbow yelled, a frown adorning her face.

“Not necessarily,” Twilight called back. “I’ve been practicing my teleportation spells. I’m sure I could get us both there.”

Rainbow looked at her uncertainly. “Then why didn’t you teleport us to Canterlot, earlier? That wasn’t easy carrying you, y’know!”

“Rainbow, I can only teleport things within five miles,” Twilight replied matter-of-factly.

“There’s no way we’re that close to Ponyville! Not unless you ran most of the night with me!” Rainbow’s eyes widened. “You…you did, didn’t you?”

“I don’t know,” Twilight answered, looking away. “It felt like I ran forever. I just kept thinking of what he would do to you. I was really scared…” Twilight began to tear up again.

Rainbow tried to speak but no words would come. She walked over to her friend and hugged her tight. “Twilight… we can fight through this. I don’t know how, but we won’t let this be the end. I told you I’d stick by your side and I meant it.” Twilight looked into Rainbow’s eyes and managed a tired smile.

“We should head to Ponyville,” was all she said. Rainbow smiled back at her friend and let go of her. Twilight focused her magic and cast the teleportation spell. A purple aura enveloped the two ponies and they were plunged into Darkness.

--
The brown Pegasus stared up at the bars of his cell. He was tired, but he couldn’t sleep. Mistress Omnia… I have failed you. I have failed all of ponykind. His tired eyes wandered the cell aimlessly. Three days he had been imprisoned in this hole. If only he had come sooner, he might have avoided this mess. Looking through his small window, his dark blue eyes trained on the ominous star which had drawn much closer than before. It now sat directly above Equestria, exuding its dark and sinister glow. He could no longer see Luna’s moon.

“This… No…” he spoke aloud. He knew that it was too late. That accursed changeling… He’s accomplished his goal. He heard light hoofsteps and was aware of a pony standing outside his cell. He turned around and saw Princess Celestia watching him with a calculating gaze.

“Swordpoint of Ponynesia,” she spoke in her regal tone.

“Yes, your highness,” he replied, bowing graciously.

“I am ordering your release. I believe there is much we must discuss.” The princess’ eyes stayed trained on Swordpoint.

“I am glad you are willing to speak,” he replied, head still bowed.

“Please, rise,” Celestia asked as she unlocked his cell. She opened the door and beckoned him toward her.

“As you wish, your highness.” Swordpoint rose up and followed Celestia out of the cell. She led him through the prison’s dark corridors and into her royal hall. Her guards bowed as she passed, some of them giving Swordpoint contemptuous looks. He ignored them and continued to follow the princess. She led him into her private chambers and closed the door.

“Now, then,” she began, looking into his eyes, “I need you to tell me all that you know about this… evil above us.”

“Yes, your highness,” he responded, bowing again.

“The great object which now hangs above your land is a source of great evil. I have reason to believe that the changelings are involved, but I fear that whatever the dark star holds is far worse than mere changelings.” Swordpoint looked through the window at the orb. “The one who committed the heinous murder was the changeling king, King Metamorphosis. He impersonated and framed me because he knew that I was searching for a way to stop the calamity. It seems that he has succeeded in his efforts to bring the dark star to Equestria, as well.”

Princess Celestia stared at the floor and kicked her hoof. Swordpoint observed this, but made no mention of it. He continued speaking.

“The ancient civilization of ponies, which my kind now know as the ancient Coltillians, were destroyed by the evil which came from this dark star… at least, that is what we can now safely assume. Their lore which we have discovered all speaks of a calamity from the skies which brought death and destruction. However, what disturbs me the most is that there were also notes of a sect of Coltillians who, upon the discovery of the object, worshipped it as a god.” At this, Swordpoint shivered. “They began to erect dark monuments and statues in its likeness, and eventually started a civil war against those who did not share their beliefs. Although they were many, they were still defeated and exiled. After leaving the civilization, they took refuge in what are now your lands. Here, they devoted themselves to worshipping the cataclysm.” Swordpoint bowed again. “I’m afraid that this is all I know, princess.”

The princess looked into his eyes for a moment longer before looking away. “Your lore speaks nothing of how to stop it?” she asked him, her face hardened.

“I am afraid not, your highness.”

Celestia sighed. She immediately turned away and walked to her parchment.

“Your highness... what shall we do?” Swordpoint asked. “I am yours to command until this crisis is passed.”

“I thank you, sir Swordpoint, and I apologize for your imprisonment.”

“Not at all, your highness. Given the circumstances and the lack of evidence in my favor, it was understandable.” Swordpoint’s face never wavered.

“I must contact my apprentice. She must know something. After all, she tried to warn me about this catastrophe, but I would not listen.” Celestia again turned her gaze to the floor. “Only through her and her friends can we have any hope of stopping this calamity.”

“What would you have me do, your highness?” Swordpoint asked, bowing low.

“For now,” Celestia began, “I would have you join my apprentice and her fellow elements of harmony. I can send you to Ponyville with my magic. You will find her at her library. I implore you to take this letter to her once I finish.” The princess hurriedly began to write her letter.

“Yes, your highness. What is the name of your apprentice?”

“She is a unicorn named Twilight Sparkle. Show her this letter to prove your authenticity.” Celestia finished her letter and rolled it up before handing it to Swordpoint. “Oh, I have one more question for you."

"Yes, Princess?" Swordpoint replied, his gaze unchanged.

"My s... Your Princess, Omnia... What color is her coat?"

Swordpoint's expression filled with confusion. "It... is grey. Why do you ask?"

Celestia sighed. "It is nothing... Now, then. Prepare yourself for the journey. Teleportation can be surprising for those who have never experienced it.” Swordpoint simply bowed again. Celestia raised her head and her horn began to glow. Swordpoint prepared himself and gripped the letter tightly in his hoof. He was enveloped by a white aura of magic, and everything went dark.

--
Twilight and Rainbow twisted and turned through the darkness before breaking through into the light. When they opened their eyes, they quickly glanced around and found themselves in the middle of Ponyville. The two mares looked around themselves but there was nopony in sight.

“Alright… looks like we made it,” Twilight said aloud. She looked in the direction of the library and pointed to it with her hoof. “There it is, Dash. We need to contact Celestia before we do anything else.”

Rainbow nodded in agreement and followed behind her friend. However, she was troubled by thoughts of Swordpoint. The real Swordpoint. He was rotting in a dungeon in Canterlot awaiting his execution for a crime he didn’t commit. Even though Rainbow had never met the true Swordpoint, she still didn’t want an innocent pony to be punished for something he didn’t do. She decided to include him in Twilight’s letter to Celestia. She’ll have to listen to us, especially after she dismissed Twilight’s findings and was proven wrong.

The ponies made their way to the library and Twilight unlocked the door. Spike was asleep in his basket, as usual. Twilight walked to him and seemed to hesitate for a moment before calling his name.

“Spike!”

Spike awoke with a start. “Whoa! Twilight! Where’ve you been?! Nopony’s heard from you in days! We’ve all been worried sick! Hey, girls, wake up!” Spike ran upstairs and began shouting. Shortly after, he came back downstairs with Pinkie Pie, Fluttershy, Rarity, and Applejack behind him.
“Twilight! Rainbow!” the ponies shouted together. All of them looked relieved.

"Girls!" Twilight exclaimed. "It's good to see you're all right. But what are you all doing here?"

“Oh, thank goodness you’re all right!” Rarity said to them. “We’ve been terribly worried about you both! We all met here because we were going to look for you tomorrow! Where have you been? Oh, but never mind that… we have something we need to say.” Rarity looked at the ground and kicked her hoof.

“We’re sorry, sugarcube,” Applejack spoke up. She stepped forward and hugged Twilight. “We shoulda listened when ya told us about that thingy in the sky. Looks like you were right on.” Twilight gave her friend a wan smile.

“It’s alright, AJ. What’s important now is finding a way to stop the events that have been set in motion.” Twilight walked over to Spike. “Spike, I need you to take a letter.”

“A letter?” Spike repeated. “Why now?”

Twilight rolled her eyes. “Have you looked up outside lately?”

“Oh, uh…right…” Spike answered, his cheeks turning beet red. “Go ahead, Twi! I’m ready!” He gathered the parchment and quill.

“Alright.” Twilight cleared her throat. “Dear Princess Celestia, I—“

Before she could continue, there was a knock at the door. The ponies all turned to look.

“Who could that be?” Pinkie asked aloud. “Should we answer it?” Her blue eyes were sparkling.

“I guess I’ll get it, girls,” Dash announced. She trotted to the door and opened it to find herself face to face with a familiar pegasus. He was not wearing the same red suit, and Rainbow saw that his cutie mark was a rapier. Rainbow’s eyes narrowed.

“Good evening, ma’am,” he spoke urgently, “I am here to meet with a miss Sparkle. My name is –“ Before he could finish, Rainbow hit him in the face with her hoof. He was knocked to the ground.

“YOU! You have some guts coming here and trying that charade again!” she screamed. Her teeth were clenched and she was poised and ready to strike.

Swordpoint coughed and spat out a mouthful of blood. “Ma’am, please, I don’t understand!” he pleaded. Rainbow pounced and struck him again. Twilight hurried to her and pulled her away.

“Rainbow, stop!” Twilight begged. “I have a way to see if he’s the real Swordpoint! I can use a spell!” The hatred in Rainbow’s gaze slowly melted away, but did not dissipate entirely. She walked inside.

“If you came back to trick us again,” she warned, “you won’t leave here alive. I’ll see to it.”

Twilight helped the beaten Swordpoint to his hooves. “Thank you, miss… I’m sorry, I do not believe we’ve been properly introduced.”

“I’m Twilight Sparkle. And we should probably explain ourselves.” Twilight gave the colt an apologetic look and led him inside.

After Swordpoint had introduced himself to the mares, Twilight stood up. “I’m just going to check for any traces of changeling magic. If you really are Swordpoint, you have nothing to worry about.” Her horn began to glow purple, and a thin line shot out towards Swordpoint. He was engulfed in a purple aura for a few moments before Twilight broke the spell. She sighed in relief. “None at all. He’s the real Swordpoint.”

Rainbow Dash let her breath out. She was glad to finally meet the true Swordpoint, although she was suddenly filled with regret. “Hey, Swordpoint...” she stuttered, “I, uh…I’m sorry, okay? I shouldn’t have hit you like that.”

“It is perfectly understandable, Miss Dash,” was his reply. “That vile changeling has accrued me more than a simple hoof to my face.” Dash again found herself lost in his deep blue eyes. “Now, then, given the situation, we must find some way to stop this horror which is upon us. I do not know of any way which we can do so, but I believe the answer lies in the ancient pony civilization.”

“No way!” Dash exclaimed. “The last time we tried that, it brought the Celestia-damned thing closer!”

“I understand. But Metamorphosis used you. I believe that the object you used may have been built by the Coltillians who worshipped the dark star. Perhaps the other Coltillians built a device to stop it?”

“Well…Ah don’t know much about all this magic and ancient ponies and stuff, but if there’s a chance to save this land, Ah’m willin’ tuh take it,” Applejack announced. Her face was hardened.

“I know I’m not very educated in such things, but I’m willing to help as well,” Rarity chimed in.

“Of course you know I’m coming!” Pinkie Pie squealed happily.

“Oh, um…I can’t let you go without me…if that’s okay,” Fluttershy whispered.

“I’m in this til’ the end,” Dash said, smiling at Twilight. “For better or for worse.”

“Well, I guess it is our best bet,” Twilight said apprehensively, “but we should all get some rest. We won’t be able to do anypony any good if we’re exhausted. We can leave tomorrow. I wish you could all stay here, but I just don’t have enough room for everypony.”

“That’s quite alright, Darling,” Rarity told Twilight. They all began to stand up and head towards the door.

A wan smile came to Twilight’s face. As long as she had her friends, she would be able to face the dangers ahead.

--
As Rainbow exited, she saw Swordpoint walking off. She decided to catch up to him.

“Hey, uh Swordpoint,” she called.

“Oh, yes, Miss, Dash?” he answered. His face was as stern as ever.

“Well, uh... I was just gonna say that if you don’t have any place to stay tonight that you could stay at my house.” Rainbow looked away as soon as she said this.

“I appreciate your kindness, Miss Dash, but I will be quite alright sleeping outside.”

Do something, you freakin’ idiot! He’s gonna leave if you don’t insist! “No, you don’t have to do that! You won’t be imposing or anything! I promise! C’mon, come stay the night with me! I insist!”

“Well… if you insist, then I suppose it would be rude to refuse your kindness.” Rainbow’s heart began to flutter in her chest.

“Okay… follow me, Swordpoint!” Rainbow took off into the sky towards her home. Her heart was beating quickly, and she kept sneaking glances at Swordpoint. When they reached her home, she let the colt inside and gently closed the door.

“You have a fine home, Miss Dash,” Swordpoint remarked. “Where I come from, the pegasi live with the unicorns and earth ponies. We take the occasional cloud nap, but we have no floating cities. Simply remarkable.”

“Yeah, thanks…” Dash answered shakily. “So, uh, Swordpoint… I… Uh… Oh, forget it!”

Swordpoint simply looked at her. He wore a confused expression. “Are you alright, Miss Dash?” He asked, stepping closer.

“Uh, y-yeah! I’m fine, hehe!” Rainbow tried to laugh, but her whole body shook.

“Miss Dash? You seem terribly unsteady on your feet. Perhaps you are still tired from what has transpired tonight?”

Rainbow couldn’t look him in the eyes. Come on, guy, why don’t you say something?! I’m no good at this stuff!

--
Swordpoint looked at Rainbow. She kept shifting her gaze, never actually looking him in the eyes. Her face was blushing. My… she must have been through quite an ordeal. Perhaps I should let her sleep. “Miss Dash…"

“Y-yeah?” Rainbow asked, at last making eye contact, although she continued to fidget.

“Perhaps we should get some rest. Tomorrow will be an arduous day.”

Rainbow’s eyes grew dim. “Oh, uh, yeah… I guess we should.” She tried to manage a smile, but couldn’t. “You, um… you can use the guest room. It’s right there.” Rainbow pointed her hoof in the direction of the room.

“I thank you, Miss Dash,” Swordpoint said, bowing graciously.

“Yeah, no problem,” she replied, looking away. “I guess I’ll see you tomorrow.” Rainbow trotted upstairs.

Swordpoint walked to the guest bedroom and climbed onto the bed. This land is so strange to me… I would so greatly like to return home. I also don’t enjoy working with commoners... or their tyrannical princess. But I have little choice. Surely Mistress Omnia would will this of me. If Equestria falls today, Ponynesia falls tomorrow. He slowly drifted off to sleep.

--
Rainbow lie awake in her bed. You had him there. Why didn’t you talk to him?! How are you gonna get to know him if you don’t talk! She lie awake for hours, unable to sleep. She decided to go flying for a bit to clear her head. She carefully climbed out of her bed and trotted downstairs. As she passed by the downstairs hall, she snuck a glance in the direction of her guest room. She quickly looked away, however, and quietly opened her front door. As she stepped into the night air, she breathed deeply. She spread her wings and soared into the night.

Rainbow Dash flew past Ponyville, soaring over the vast plains surrounding the village. All this is at risk, now… Can’t let everypony down! Suddenly, she heard a loud buzzing noise. She looked up to see two of the demonic creatures from her dreams. Large, green wings protruded from their backs, and their dark, shadowy faces twisted into snarling grins. Oh, no! What am I gonna do?! Think, Dash, think! She pushed herself and sped up, the demons still trailing close behind.

Gotta push harder! If I can pull off a sonic rainboom, I should be able to get away no problem! Rainbow continued to accelerate, flying faster and faster. To her horror, she looked back to find that the creatures were actually gaining ground on her. Oh, Celestia, help me! Thinking quickly, Rainbow dove suddenly, gaining speed as she hurtled toward the ground. The creatures followed closely behind her, quickly closing the gap between them. As she plunged further down, the wind on her face brought tears to her eyes.

Rainbow came within a foot of the ground before pulling up. Her pursuers were caught off guard, and they slammed into the ground with terrible force. As Rainbow flew away, she glanced back and saw that they had made a large hole in the ground. The creatures lie motionless in the crater. Wasting no time, Rainbow quickly returned to her home. She silently made her way back to bed, where she lie awake the rest of the night.

Author's Note

I've had extensive proofreading on this chapter, so it should hopefully be even better than the previous ones. Chapter 4 is in the works now, and I'm sorry this one took so long!