Sombra: The Shadow Over Ponyville

Chapters

Chapter 1
Chapter 2
Chapter 4
Chapter 5
Chapter 6
Chapter 7
Chapter 8
Chapter 9
Chapter 10
Chapter 11
Chapter 12
Chapter 14
Chapter 15
Chapter 16
Chapter 17
Chapter 3
Chapter 13
Coda

Chapter 1

Anger.

Anger was the only thing coursing through him, his only anchor to this mortal coil. Once, he could feel many things. He could feel those things some short time ago. For a brief moment he was enraptured by his new feelings. Surprise, relief, happiness… Triumph. But it was snatched away again. What was rightfully his was snatched away, and he was… Reduced. Just as before when he was reduced by those Alicorns. He was turned into little more than shadow, barely alive. But with time he collected his mind again, found his thoughts, and remade himself. He remembered who he was. Sombra, King of the Crystal Empire. He had returned in all his wrath, his former self growing stronger with every passing day, every day growing that much closer to being as he was.

Being whole.

But She had shattered him again. He had felt Her magicks in his tower. SHE had bested his obstacles and traps. There had been others, so many others infesting his city like parasites. But they would have failed without HER. How he burned with fury at the thought of Her. He barely knew what She looked like, but he had felt Her and that was enough for him to hate. She had recovered the Crystal Heart, returned it to his slaves and they had used it to destroy him.

Or so they thought.

The process the Alicorn sisters had done to him had made him beyond life or death. He desperately clung onto the edges of both, belonging to neither but also both. And he had BEEN SO CLOSE! He had felt the wind in his face and the heat of the sun. But now he felt neither. He wanted to scream in rage, but had no mouth. He wanted to look for Her, but had no eyes. He wanted to wreak his terrible revenge on Her, but had no power. Not yet.

But Sombra was unwilling to let this stop him. He would have his vengeance upon Her; She who had thwarted his return, reverted him to his weakened state, and had kept him from his destiny. Whoever She was and wherever She ran to, Sombra vowed he would find Her.

And She would suffer.

But now he was barely a thought. But that thought was powerful, its power kept him warm.

Kept him alive.

That thought was hate.

He did not remember the Empire, or the Princesses, or even his own name. But he remembered Her, and his hatred shined.

And slowly, the days turned into weeks, turned into months. And King Sombra again recovered his mind. He collected his thoughts and began to remember. Remember how to move again, how to stretch out with his magic.

And at the frozen outskirts of the Crystal Empire, a hunk of red matter poked up from the snow. It was a severed horn, and it glowed faintly with dark power. The horn rose out of the snow, hovering a short distance off the ground.

And then it began to move. It began to head south.

For even in his weak state, his Monomania allowed him to feel Her power from many miles away. It didn’t matter how far She might have traveled, he would follow Her to the ends of the world to get his retribution. On and on he traveled, slowly but resolutely. As the weather began to warm, Sombra remembered more. He remembered names: Celestia, Luna, his own name, even Cadance.

Sweet Cadance...

Precious Cadance…

Innocent Cadance…

How he longed to squeeze the life from her. But she would keep, nestled on her shiny throne and tending to her crystalline subjects. Sombra was a pony obsessed, and would see to that revenge later.

Over treacherous mountains and through grassy hills the horn went, going as straight as it could, but also staying below the radar. Sombra knew enough now to know he was vulnerable. If word reached the Princesses that he was alive and roaming their lands in this diminished form, they’d throw him right back under his glacier or worse. More than once he had to stop to allow a traveler to see him, pick him up, inspect him, and then discard him, writing him off as a strange rock. Over time, Sombra learned to stretch out and touch the minds of these interlopers. He could do little to bend their wills, but he could give them a ‘bad feeling’, so they would pass him by. It was degrading, but Sombra was in no state to fight a curious foal, let alone a pair of goddesses and their armies.

Eventually, the horn glided its way into a forest, but this was no ordinary forest. Sombra could sense it in the air; there was darkness here. Potent, strange, and primal power swirled through the very air, though he doubted many could sense the true extent of it. The horn drew deeper into the forest, nimbly navigating the foliage and hovering above the ground enough to avoid sinking into quicksand, puddles, or sinkholes. When it was sufficiently deep in the undergrowth, the horn nestled into the knothole of a gnarled tree and laid to rest.

The trip had been an ordeal, but She was nearby, he could feel Her aura just beyond the forest. But what would he do? He needed to know more. He didn’t even know Her from sight, let alone the limits of Her powers, Her strengths, or weaknesses. He could not approach Her like he was, barely clinging to life by his horn. He needed a plan.

As the hours passed while Sombra pondered his next move, he sensed another presence approaching. No… Several presences. Something wild and feral was being drawn to his dark energy. Sombra could not laugh, but was richly amused none-the-less.

Timberwolves. These low creatures were fierce but little more than golems, constructs made from the ambient energy of the forest itself. But even creatures as fierce as these were still too simple to be any threat to Sombra, even as weak as he was. But suddenly the Shadow King had his plan.

These Timberwolves could yet be of use.

Chapter 2

As a businesspony, Applejack knew better than almost anypony when somepony was trying to con her. She was at Ponyville’s bustling market area, doing her best to sell her hard-bucked wares. While Applebloom minded the stall itself (in turn carefully minded by Granny Smith), Applejack was busy negotiating with a caravan trader pony. Selling apples at the local level was good business, but Sweet Apple Acres made its bread and butter selling large quantities to other sellers. And this particular seller from Hoofington was being quite a tough cookie.

“Look, you give me ten crates and I can pay you twenty bits per crate, but any more than that and I might as well get them from Appleloosa!”

AJ pursed her lips. She knew that wasn’t true, that her apples were worth more, and sure wasn’t going to let anypony try to scam her out of her livelihood.

“Now y’all listen hear, ah understand y’all are tryin’ to get a good deal, but you ain’t getting’ those ten crates for less than thirty bits a pop!”

“Those prices are highway robbery!”

“Considerin’ the Apple Family is a dependable brand no matter where in Equestria ya’are, and the fact that every other orchard’d charge ya thirty five, I think y’all are being a mite unreason-!”

But suddenly, Applejack’s words died in her throat as a piercing scream rang through the market, followed by a lot more screams, and the sound of smashing wood.

“What in tarnation is all the ruckus!?” AJ cried aloud as she spied other seller ponies fleeing for their lives. Her question was answered as a melon stall was turned to splinters by a trio of Timberwolves smashing through it. Rearing up to their full height, with their teeth and claws gleaming, the wolves let out a trio of titanic roars. “Timberwolves!?” Applejack exclaimed “What are they doin’ this far into town!? Doesn’t much matter, somepony’s gotta stop’em before somepony gets hurt!” Leaving the terrified Hoofingtonian behind, Applejack headed for the wolves.

Applejack was no stranger to Timberwolves, having fought packs of them off from her cropland before. But then she had Big McIntosh, her big brother, to help her. And she wasn’t fighting them in a town market full of screaming ponies. She got right in front of them, her hooves spread, and her body low and tense.

“Alright ya varmints! Y’all are-!” before she could finish her threat, the three wolves coiled their legs and leapt over Applejack in a single mighty bound. She watched as they sailed a good fifteen feet through the air over her head, landed, and continued on their warpath through the market.

What the hay!? Applejack thought Where are they goin’? They didn’t even seem ta notice ah was there!

Taking off at a gallop, she followed after them. The wolves were tearing through town, scattering tables, smashing wagons, and generally carving a path straight through town. As Applejack caught up to them, one jumped onto a wagon full of barrels and used it as a springboard to leap further. He never hit the ground in one piece.

Suddenly a rainbow streak bolted from the sky like Zeus’ thunderbolt and slammed into the mid-air Timberwolf with nearly terminal velocity. The wolf exploded into kindling, showering Applejack with bits of wood and leaves.

“Applejack!” Rainbow Dash called as she flew into position next to the galloping Earth pony, “You want to explain why a bunch of Timberwolves are tearing through the middle of Ponyville?”

“No idea! Let’s just worry about stoppin’em fer now!”

“GOT IT!” and with a salute, RD put on another burst of speed, intent on slamming straight through the next one. Before she could, the wolf she was targeting suddenly jumped onto the roof of a single story house. Rainbow was, however, not paying attention to what was beyond the wolf and realized, too late, she didn’t have nearly enough time to stop. Living up to her hurtful nickname ‘Rainbow Crash’ the Pegasus slammed through the first wall, a second interior wall, and finally came to a halt in a crater on the opposite wall. Covered in bits of debris, and her body partially embedded into the wall, Rainbow Dash took a moment to lazily count the stars circling her head.

Just outside the Carousel Boutique, Rarity and Fluttershy were heading back inside carrying a several boxes each. While Rarity used her magic to carry the boxes with grace, Fluttershy had one in her mouth, four on her back, and a pair balanced on each wing.

“I say, Fluttershy, you’re quite sure you’re not overtaxed helping me carry these?” Rarity asked sweetly.

A negatory “Mm mmm” was the best the yellow Pegasus could manage with her mouth full.

“Oh thank you so much again, I absolutely needed these fabrics if I was going to get all my orders done this week. And that new scarf will look just divine once I combine it with my new-”

“RARITY! FLUTTERSHY! INCOMIN’!!!”

The shout caused them both to whirl around, just in time to see the Timberwolves nearly on top of them, less than twenty feet and closing fast. Rarity froze, completely nonplussed, her eyes growing wide with terror. Applejack was too far away to do anything, even if she had time to whip out her lasso. One of them was going to trample Rarity unless somepony did something. And somepony did.

Dropping all the bags, Fluttershy let her instincts take over; she dived in front of Rarity, stood her ground, and used her Stare. The Timberwolf whose path they were directly in screeched to a halt as semi-visible waves emanated out of Fluttershy’s eyes.

“STOOOOP!!” she yelled at the Timberwolf twice her height and weight.

The Timberwolf was momentarily cowed by the little Pegasus, but snapped out of it when Applejack suddenly tackled it over with enough force to send it sprawling. As the Timberwolf started to get its feet under it again, AJ reacted first and delivered one of her world-renown bucks straight to its face. It staggered back, dazed and hurt. It sounded off a piercing roar, unleashing its foul breath on the trio of present ponies.

“That’s quite enough out of you!” Rarity yelled back at it. She fired four magical blasts from her horn in quick succession. Each one hit a vital joint of the Timberwolf on each of its limbs and blew them clean off. The Timberwolf, bereft of legs, had no choice but to succumb to gravity and slam into the ground, exploding into branches as it did.

“Are y’all aright?” Applejack asked her friends.

“I’m quite alright” Rarity said, then turned to Fluttershy “I don’t know what I’d have done if you hadn’t stepped in the way Fluttershy. You saved my life!”

“It was nothing” Fluttershy said with a blush as she looked at the ground.

“It most certainly wasn’t ‘nothing’! I’ll have to get you a whole new ensemble!” Rarity exclaimed, accenting the last letter as she occasionally did “I think the least I can do is making you a new pair of boots with those-”

“Hey!” Rainbow Dash zipped onto the scene “Can we talk frou-frou fashion later? We still have one more of those things loose! It was heading that way!” Rainbow Dash pointed down a road.

“That’s Almond Avenue!” Applejack exclaimed “That heads towards the-!”

***

“Library,” Twilight Sparkle said, layers of annoyance thick in her voice, “Noun: a place in which literary, musical, artistic, or reference materials are kept for rental. RENTAL. Implying you have to bring it back Pinkie!”

“But I DID bring it back!” Pinkie responded with a smile.

“True, but I would have preferred it without all the stains on it!” Twilight nearly yelled as she held up the library’s copy of “Curiously Congenial Confection Concoctions”, which was splattered with colorful splotches. Pinkie’s mane deflated somewhat and her smile dropped.

“I’m sorry Twilight. I wasn’t paying attention and I got the book covered in frosting. I promise to be better next time, please don’t be mad…”

Twilight sighed “It’s alright Pinkie Pie… I accept your apology. Besides, we have more copies of this one. However, I expect you to pay for the replacing of this copy!”

Color and frizz immediately returned to Pinkie’s happy self and her face split into a big smile as she went back to talking a mile a minute “Thank you Twilight! I knew you’d understand, but I also knew you’d probably be mad about the book! You get pretty spazzy pants over books. Like that time I dog-eared all the reference books so I could double check them later and didn’t tell you about it.”

“YOU WHAT!?” Twilight Sparkle screamed in horror “Those are vital to the library’s collection! How could-!?” But she stopped herself half way into whirling around to go check the reference books when Pinkie Pie burst into laughter. In a few seconds, Twilight was laughing along with her, Pinkie was infectious like that. But Pinkie stopped in mid-laugh at a sudden ‘pinchiness’ in her knee. Pinkie Pie’s eyes dilated. “TWILIGHT!” the pink Earth Pony cried. But it was too late.

As Twilight was still in the middle of her laughing fit, it turned into a scream as the nearby wall of the library exploded. The gleaming eyes of the Timberwolf glared at Twilight through the dust, smoke, and debris. With a roar, the Timberwolf lunged at Twilight with its mighty jaws. Still dumbstruck by the sudden appearance of the wolf, Twilight would have never avoided the deadly jaws on her own. But fortunately, with Pinkie Pie’s Pinkie Sense, the cotton candy pony was alert and ready. She grabbed her Unicorn friend’s tail in her mouth and pulled her back, barely avoiding the gnashing teeth in time.

“TWILIGHT! RUN!” Pinkie yelled. Twilight tried to comply, heading towards the door to her basement, but a paw from the Timberwolf caught her across the flank, sending her sprawling into a bookshelf. Her head spun, she was totally vulnerable as the Timberwolf closed in for the kill. Pinkie jumped on top of the creature’s snout, then jumped off with a simultaneous kick, getting the monster’s attention for a moment. Pinkie Pie hit the ground, ready to be chased by the wolf, but was dismayed to see it kept its attention focused squarely on the stunned unicorn. She tried the trick again, but was kicked out of the air for her trouble and landed hard on the ground.

Twilight refocused, looked up and saw the Timberwolf looking right in her eyes. Not past her, or at some vulnerable point on her body to bite, but right into her eyes. There was something wrong in those eyes, something evil. There was murder in them, cold and calculated. She started shaking, trembling uncontrollably. And somehow she knew. She didn’t (and wouldn’t for a while) understand how she knew, but she knew in the back of her mind. The Timberwolf didn’t want to kill her for food, or because she threatened her home, or for any reason an animal would have.

It just wanted to kill her.

She was Twilight Sparkle, Celestia’s prized student, a leader of the Elements of Harmony, and a wise and capable young mare. She knew a variety of magic and had a genius-level intellect. She had been instrumental in defeating Nightmare Moon, Discord, Queen Chrysalis, and King Sombra. But none of that meant anything.

Because this Timberwolf just wanted to kill her and she was too afraid to stop it.

The Timberwolf lunged at her with its powerful jaws, aiming to sink them into her neck, when its teeth stopped a few inches short of her. Suddenly it was yanked back a little, and Twilight could see the rope lasso looped around its neck. Applejack held the rope in her teeth and pulled with all her considerable strength. The wolf strained against its restraints and went to swipe its claws at Twilight. A blue glow enveloped its left paw, stopping it cold, and a pair of Pegasi grabbed its right paw, holding it at bay. Rarity struggled, her powers at their maximum keeping the powerful beast off of Twilight. And Rainbow Dash and Fluttershy weren’t faring much better. At the sight of her friends, Twilight snapped out of her fear induced trance and her horn glowed with magenta energy.

“LEAVE MY FRIENDS ALONE!!”

With a devastating blast, Twilight struck the Timberwolf square in the chest with a magical beam. The explosion blew the beast apart in a tremendous explosion as it gave one last howl.

When the smoke cleared, the six friends were scattered throughout the library along with bits of branches, leaves, and books. Twilight stood up first, coughing.

“Is everypony alright?”

“I’m fine! Not a scratch!” Rainbow Dash said confidently as she picked herself out from under some debris.

“Me too” Fluttershy said as she flew down from the rafters to help Rainbow.

“My coat!” Rarity cried in dismay as she tried to dust her coat off with one hoof, “I’ll need to get myself re-groomed after this!”

“I’m here, sugar cube!” Applejack said as she replaced her hat back on her head.

“Where’s Pinkie Pie!?” Twilight cried.

“Does anypony else feel a sense of déjà vu?” Pinkie Pie asked, “Wait… Nevermind, that’s my head injury.” With that, she fell face first to the ground.

“She got hit by that Timberwolf pretty hard,” Twilight told her friends as she lifted Pinkie with her magic “I think she may have a concussion. We need to get her to a hospital!”

“We can’t just leave!” Rainbow Dash interjected, “Don’t Timberwolves put themselves back together after a while? Aren’t we all still in danger?”

“Oh, no,” Fluttershy assured, “That’s only in or near forests. They use the energy from the trees to fix themselves.”

“And since we’re this far away from the forest,” Applejack continued, stepping on a loose branch with a dry snap, “These critters sure ain’t comin’ back. Look, y’all take Pinkie to the hospital without me; I gotta double back to the market and see to Applebloom and Granny Smith. I’ll catch up with y’all!”

“Alright! Catch you later AJ!” Rainbow Dash said as the cowgirl trotted off. The four remaining friends worked together to get Pinkie to the hospital, saving their questions for when they had more time.

***

Sombra reviewed what he had seen. He had put a little bit of himself into the three Timberwolves and taken control of their primitive thoughts. He barely felt anything when they were destroyed, but he did see and hear everything they saw and heard. He had followed Her aura deep into the nearby town, had faced resistance, but ultimately, succeeded. He now had a name to put to the aura.

Twilight.

She was the one to blame. She was the one who had to be an example. She was the one who had to suffer. But she wasn’t alone. She had called the others who had opposed his pets her ‘friends’, and now that Sombra thought about it, had seen their faces again, he remembered them. They were all in the city as well that day; hosting the Crystal Fair and keeping the spirit of the Crystal Ponies high against his return. They would all be made to pay for their contribution to his suffering.

But more important than their suffering was Twilight’s suffering. Sombra had the mind to understand that to bring Twilight down; she must have no one to support her. If her friends fall, so too does she.

For the first time in a long time, King Sombra made a sound. It came from his horn, and it was long, and low, and deadly as snake venom.

“TWIIIIILIIIIIIGHT…”

***

From elsewhere within the Everfree Forest, Zecora meditated, letting her mind be free. But as she did, she sensed a dark presence. Her eyes snapped open and she rose to all fours.

“This feeling that I had just now,” Zecora intoned, “Feels very, very bad somehow. A foul presence in the air… And soon, it will be… Everywhere…”

Chapter 4

It seemed after a few days, however, that Twilight’s fears were unfounded. Pinkie Pie got out of the hospital with a clean bill of health and deciding to throw a “Defeated the Timberwolves” party, but she was talked out of it by her friends in favor of resting. The damage to the market and the library was cleaned up with minimal hassle and Mayor Mare gave a statement in the Ponyville Express telling the citizens of Ponyville that the local government was writing the incident off as a freak occurrence. This seemed to convince everyone. Except, that is, for Twilight Sparkle.

But with nothing else to go on, Twilight had to accept that maybe it was a freak occurrence and that she was just seeing things, move on past her anxiety and return to her life as normal.

If ponies of Ponyville had continued reading the Ponyville Express beyond the front page, and gone to page eight, they would have seen a seemingly unimportant story. The article was about a local gardener, Mr. Greenhooves, who was complaining about what he thought might be some kind of new tree-borne disease. Some trees around the town were displaying very strange symptoms; their bark blackened, their leaves seemed to wither and die, and yet the trees resisted all attempts to be pruned or cut down. Saw teeth wore down to nothing, fire didn’t catch, and magic of any kind was useless against them. Had these strange trees been more widespread, this might have been a more widely covered, but barely ten were counted in the entire town, with no apparent sign of spreading. And so the story was pushed into obscurity. Little did the journalists at the Ponyville Express know how close they came to discovering the truth.

The horn in the Everfree Forest had buried itself deep into the tree, and soon, it was able to become the tree. This tree was old. Its roots run deep and wide. And with only a little push of dark magic, Sombra made the roots wider still. Until they tangled into the roots of other trees and through these roots Sombra poured his venomous magic.

***

“This the one?” Applejack asked her older brother.

“Eeyup,” Big McIntosh said simply. The siblings took in the sight. It wasn’t pretty; one of their apple trees in the east orchard had up and gotten sick, and sick in a hurry. The once sweet fruit and gorgeous leaves had started to rot right off, and the bark was blackening.

“Shame,” Applejack said morosely. “Pretty fella like that getting’ reduced ta such a sorry state.”

“Eeyup,” Big Mac responded again.

“Well, ain’t nothin’ for it” Applejack said resolutely, pulling her hat tighter over her brow “He’s gotta come down, otherwise he might infect the whole field.”

She approached the miserable looking tree, and set a hoof on its bark, “Sorry fella.”

After a moment of silence, she turned herself around, and put her hind legs to work. She bucked the tree with all the force she could muster, expecting the rotting bark to splinter under her full might.

It did not.

She felt the painful shockwave go through her entire body, like she’d just tried to buck granite. It caught her completely off-guard and her front legs gave way in agonizing surprise. She fell face first into the dirt, her back legs crying out in pain.

“Applejack!” Big Mac exclaimed in concern as he approached, “You OK? What happened?”

“Dunno!” Applejack said as she was helped to her hooves, “Wasn’t expectin’ it to be so tough! That tree trunk’s like tryin’ to cut rocks with a butter knife…”

“We oughta get you looked at-”

“Once I bring this tree down!” AJ interrupted “It took me by surprise, but now I’m ready fer it!”

“Apple-”

But before he could say anymore, AJ rocketed another powerful buck into the trunk of the tree. The tree barely swayed and the Earth Pony was again knocked to the ground by her own force.

“Applejack, you cut that out right now!” Big Macintosh demanded sternly.

“No way!” Applejack replied defiantly, “I’m one a the strongest, and most capable ponies in all a Ponyville, and I ain’t gonna let myself get beat by no rotten tree!” Before she could send a third buck the tree’s way, Big Mac closed his mouth around her mane and pulled her away.

“Now you listen here, AJ. I know you’re the most dependable a ponies and all, but I wouldn’t be doing my job as your big brother if ah let you hurt yourself teachin’ a dead tree who’s the boss,” Big Macintosh said firmly “You gotta remember what happened the last time you bit off my then you could chew.”

Applejack gave a furious flush, but settled down.

“I suppose you’re right,” She admitted “We’ll deal with this tree another time. Might need ta get the saw out o’ the barn tomorrow for this.”

“Eeyup.”

***

Fluttershy answered the gentle knocking at her door, looking down she saw a trio of raccoons waiting patiently at her doorstop.

“Why hello Mr. and Ms. Raccoon!” the Pegasus said brightly “And hello to you too Little Raccoon! You’re getting so tall! How are you three doing?”

Mr. Raccoon chattered away in a distressed manner.

“Oh…My…” Fluttershy responded. She leaned her head out her door and looked down the road. A few hundred feet she could see the tree the Raccoon Family used to use as a home. But it had turned black and seemed to be rotting.

“Oh my goodness! That won’t do at all!” Fluttershy exclaimed “I don’t blame you for leaving. But I’m very sorry you’ve lost your home…”

Mr. Raccoon chattered away his reassurances, and then posed a question.

“Of course you can spend the night!” Fluttershy said “And then tomorrow we can find you a new home. Mr. Greenjay said he saw a nice tree that’s unoccupied over by the river. We can check there in the morning. But in the meantime, you can stay here at chez Fluttershy.”

Ms. Raccoon chattered her gratitude.

“Think nothing on it” Fluttershy assured her “After all, what are friends for if not sharing a little kindness?”

***

There was another knock at a different house in Ponyville, and a pink Earth pony with a lily in her hair answered the door.

“SURPRISE!! Happy birthday!” Pinkie Pie yelled to the surprised Lily Valley, as she held up her birthday cake.

“Oh! Pinkie Pie!” Lily exclaimed “You shouldn’t have!”

“I didn’t!” Pinkie clarified “I’m only delivering it. Rose and Daisy commissioned the cake. Your favorite! Red velvet with cream cheese frosting and sprinkled orchids on top! Buuuuutt… The SONG was my idea!” With that, Pinkie handed Lily her the cake and pulled her ten instrument ensemble from behind her, and began to belt out a joyful birthday song, specially written for Lily.

Once she was done, she headed off back towards Sugar Cube Corner, a smile adorning her face in the knowledge knowing she had made others smile.

“I love my job,” she remarked to herself, “And my home, and my life, and I love aaaalll my friends!” She did a ballerina spin for fun and rested her back against a tree, sighing contently. “I don’t know what I’d do without all my friends and their smiles,” She said, again, to herself “They just make my life… Complete…” She took a moment to enjoy her own contentedness. Suddenly a chill ran up her spine and she sprang to her feet. She looked back and saw her tail twisting and turning as if somepony was wringing water out of it.

“Twisty tail!” She cried. Her eyes darted to and fro, up and down, looking for something. But everything seemed normal in Ponyville. “That’s strange,” Pinkie mused, “Twisty tail usually means somepony is watching me…” She continued back towards Sugar Cube Corner, wary for prying eyes.

***

Rarity was at a terrible crossroads. Levitating in front of her were two letters she’d just received. On one side was a letter of praise for her work on several expensive outfits from one of her buyers in Las Pegasus, along with her compensation check of one hundred bits. In the other one was a letter inviting her to a party to be held in Ponyville’s Town Hall; it was a charity ball, with all the proceeds going to help the town cover the damages done to the market after the Timberwolf attack. The only stipulation for the party was an entrance fee of…

One hundred bits.

All of which would go directly to the town.

“Alright Rarity,” She said to herself as she began to pace “I just need to lay it out. Pro: the money will go towards helping my hometown and everypony in it. Con: I won’t have the money to boost my own business.”

The white Unicorn continued her pacing, letting her eyes wander her beloved store.

“Pro: The ponies who see me there will appreciate my input into the local economy and remember my goodwill. Con: I was hoping to use this money to get more expensive materials and try to cater to a richer clientele outside of Ponyville. Doing this will enable me to get even more money to boost my business even further.”

She looked from one to the other for a number of minutes, before hanging her head. She knew what to do.

“Oh Rarity… It’s only money” She assured herself as she put the letters on the table and looked out the window to the row of trees outside.

“There will be other checks, other chances. After all, every lady knows that a little generosity goes a long way.”

***

“AND RAINBOW DASH COMES WHIZZING AROUND THE LAST TURN!”

Rainbow Dash was flying faster than she had ever flown in her life. Wind whistled past her ears and stung her eyes, but she couldn’t let that stop her, the Wonderbolts were in the audience and whoever won would be trained by them personally for a whole week! She zipped over a pack of black clouds and could see the finish line.

In her haste, she never had time to wonder why the race track had so many black clouds hanging around.

She flapped her wings as hard as she could, saw the checked line…

And then her left wing disappeared.

Without explanation, in the blink of an eye, her wing was gone.

Her body listed and swayed, her right wing trying desperately to compensate. But suddenly her right wing vanished to. She fell a few dozen feet and slammed into the soft cloud below. She was horrified by this turn of events, but she knew she had a decisive lead; if she could just cross the finish line, wings or not, she would win. So she ran for it, galloping as hard as she could.

She was just getting her confidence back, when suddenly her back left leg popped out of existence. Rainbow screamed and tried to run faster.

Then her front right leg.

She struggled, sweat pouring off her face. Willing herself to move, but the finish line seemed tantalizingly close without ever coming within reach.

Back right leg.

She fell to the cloud surface and used her lone hoof to crawl along the ground, desperate.

Then her front left leg vanished, leaving her as little more than looking like Equestria’s strangest snake.

Tears were stinging her face as she tried to wriggle to the finish line, but what was the use? Without her wings, what good was she to the Wonderbolts?

What good was she to anyone?

“Ahhh!!” The multi-color manned Pegasus screamed as she snapped awake. Rainbow Dash took a few deep breaths, and then wiped her eyes to clear them. She looked at her hoof and discovered tears. She wiped them away quickly, in case anyone saw her. At that point, she felt the twinge in her back.

“Man! This tree sucks for napping in! I think I slept on a knot!”

RD stretched her back out, hearing her spine pop in places.

“Alright, Rainbow” She said to herself as she double checked her weather schedule “Time to go show a little Dash!”

And so, leaving the blackened tree behind, she flew off to attend to the local weather.

***

Applejack.

Fluttershy.

Pinkie Pie.

Rarity.

Rainbow Dash.

King Sombra had their names, but he had even more then that now. The trees were extensions of him now, his eyes and ears in Ponyville. And he observed his enemies throughout the days, seeing their strengths and their weaknesses. He saw their hopes and dreams. He saw their fears. He knew that they were strongest together, and so he had to pick them apart.

Divide and conquer.

But… Who to start with?

***

Inhaling the incense in her hut, Zecora readied her mind for her journey.

The darkness in the forest must be made to cease Zecora thought to herself, But to fight it, my awareness I must increase. I must venture deep into the heart of the curse, and see if the evil at work I can reverse.

Her mind focused and alert, she took her saddlebag of tools and potions, and ventured deeper into the forest; set on exorcising the shadow that lurked in the Everfree.

Chapter 5

Applejack was working in the east orchard, doing her usual circuit of apple bucking, when she saw that sick tree again. It had been a week since she had kicked the diseased tree. She and Big Macintosh had brought a two-pony saw to cut it down the next day, but had suddenly remembered a prior engagement. They had forgotten about the tree since then.

That ain’t very like myself to forget a dyin’ tree in my orchard Applejack thought to herself. For the whole week, whenever her attention went back to this tree, she found herself remembering something more important. But now it was the opposite effect, she had a feeling as if the sick tree was calling for her. As she approached it, she noticed the strangest thing.

An apple.

This wouldn’t be so strange, if it wasn’t for the fact that it was coming out of the diseased tree. And this apple certainly wasn’t diseased. It shined bright and red just like the other Red Delicious apples. As if on cue, the apple dropped right off its branch and landed a few feet from the farmer pony. She trotted over to it, scooped it up in one hoof and inspected it. Not a rotten spot or a bruise anywhere on it.

A thought entered Applejack’s head that sounded like hers, but was not her own:

I sure am hungry.

But I had plenty for breakfast! She thought back to herself, surprised.

A bite won’t hurt.

This apple’s mighty suspicious… She thought

But it looks so good.

“I reckon it does look pretty good,” the cowgirl said to herself quietly. With only the slightest of hesitations, she took a bite from the apple and gasped. The moment the apple’s insides hit her tongue, she was enraptured. Her taste buds sang and nearly did a rodeo jig right out of her mouth in delight. Before she had even swallowed her first mouthful, she stuffed the whole apple into her mouth and chewed greedily. She savored the taste for as long as she could. Then she swallowed and sat down, contented.

“Boy howdy, that was better than poppy seeds in a-AARG!!”

Applejack suddenly convulsed in agony. Shockwaves of pain were rippling through her. She cried out, but this deep into the fields, no one was going to hear her. Her stomach felt like something was alive in it trying to fight its way out. She looked down at herself and nearly screamed.

There was something wriggling under her skin.

From her stomach, it went out to her legs and up her neck. Applejack started to go numb, losing feeling in her legs. She collapsed and her apple baskets spilt their contents all over. She rolled over on her back and kicked at the sky with what little feeling she had, powerless to stop what was happening.

What was in that apple!?, Applejack thought, terrified, as her vision started to go black, What in the name of Celestia was in that apple!?

Abruptly, AJ gave a last sudden jerk and finally was still.

Applejack did not even breathe for a few seconds.

And then she stood up uneasily. Her eyes were glowing green with red pupils, and her movements were jerky and uncoordinated, as if she lacked sleep.

Cooooome tooooo meeeee…

A dark voice echoed in what remained of Applejack’s mind. Following the instructions, the Earth Pony began her mindless march; away from Sweet Apple Arces, and towards the Everfree Forest.

And now I have Her strength…

***

“What do you mean Applejack’s missing?”

“I mean just that Twi!” Applebloom exclaimed, on the edge of hysteria “She went to harvest the east orchard and never came back! That was yesterday!”

“Calm down, Applebloom!” Twilight said, trying to be reassuring, “Is there anywhere Applejack might have gone?”

“I dunno!” Applebloom cried “She didn’t have no trips planned or nothin’! She just vanished!”

“Is there anything in the east orchard that’s unusual?”

Applebloom opened her mouth to tell her about that strange tree, about how Applejack hadn’t been able to knock it down and had been right furious about it. But… It slipped out of her mind like a soap bar in a wet hoof.

“No,” Applebloom said, “Nothing at all. Oh, what are we gonna do Twi? What if she’s hurt? Or lost?!”

“I’ll talk to the mayor and ask her to organize a search party for the surrounding area. We’ll find her Applebloom, I promise!”

***

Mayor Mare pulled out all the stops for the search party: fliers were put up, bulletins were put out, rewards were offered, and groups of ponies were dispatched to all corners of Ponyville and the surrounding wilderness in the search for Ponyville’s best applebucker.

***

Fluttershy was searching near Froggy Bottom Bog, along with a group of birds who offered to help Fluttershy look for Applejack.

“I wonder if Applejack is OK…” Fluttershy said sullenly, partly to her escorts and partly to herself.

A Bluejay whistled sweetly to her.

“Oh! Well, yes she did, but that was very different! She actually left us a letter telling us she was ok the last time she disappeared. But this time we don’t have anything!”

A Humming Bird piped in with a musical tweet of its own.

“Yes, she really is, isn’t she? You’re right! I’m sure she’s OK! Wherever she is…”

Suddenly, one of the birds gave a terrified squawk. Fluttershy whirled around to see what looked like a root coming out of the bog and holding a terrified bird.

“Ms. Meadowlark!” Fluttershy cried.

As if it had seen it was caught, the root began to pull away, slicing through the swampy water and heading away from the Pegasus. Without thinking about anything but the safety of her bird friend, Fluttershy took off after Ms. Meadowlark, flying just over the water. The other birds gave chase as well.

The fleeing root zigzagged amongst the swamp growing trees, trying to shake Fluttershy, but she refused to be shaken; avoiding obstacles and keeping good pace. “Don’t be scared Ms. Meadowlark!” Fluttershy called, “I’m coming!”

So focused was she on Ms. Meadowlark’s safety, she never noticed that her escort birds behind her were being picked off one by one. As they flew too close to the surface of the murky water, roots like gnarled hands reached up and snapped them out of the air, dragging them into the quagmire.

After a few minutes of chasing, Ms. Meadowlark’s captive root finally came to rest within the roots under a Maregrove tree.

“Don’t worry Ms. Meadowlark, I’ve got you” She reassured the bird as she tried to pry the wooden ‘fingers’ off of the bird. Suddenly the roots of the tree shifted and interlocked, forming a cage. And then it began to sink.

Fluttershy saw the tree lowering over her head, but couldn’t leave without Ms. Meadowlark. The bird squawked at her.

“No! I won’t leave you!” Fluttershy pulled on the roots holding the bird hostage, but they were too strong, and too slick with mud. The murky water was up to Fluttershy’s waist before she realized it was useless. She spun around to the wooden bars of her prison and screamed for help. From somepony. From anypony.

But as Fluttershy sunk beneath the fetid water, no one heard her cries.

Now I have Her kindness…

***

Rainbow Dash crisscrossed the sky looking for Applejack. She had done a fly over of all of Sweet Apple Acres, all of Ponyville, and even the entirety of White Tail Woods. She was currently inspecting Ghastly Gorge, a place she knew well, having run through it more than a dozen times.

The longer this search went on, the more concerned RD got for Applejack. Among the six friends, Rainbow Dash had a special connection to Applejack: they competed all the time, which built up quite a rapport between the two. They had a mutual respect and admiration for each other’s talents and skills. And the thought of something bad befalling AJ made Rainbow’s guts tighten up in anxiety.

As she swept the gorge for any sign of that familiar hat, she spotted something that made her start:

A storm cloud, black and billowy, on its own in the middle of the sky.

“Huh?” She found herself talking to herself, “I did the weather around here this morning and there wasn’t a storm cloud in the sky when I was done. Where did you come from?”

She flew over to it, never sensing the trap she was about to fall into.

“Alright buster,” Rainbow Dash said, addressing the cloud, “I’m not getting my pay docked because somepony in Cloudsdale thinks I skipped on the schedule. Time for some cloud busting!” She pulled her forehoof back to karate chop the cloud, but suddenly it grumbled and arced out a bolt of purple lightning at her. She dodged it, but not before getting her forehoof singed by a grazing shot.

“OW! Hey! You little-Whoa!” Rainbow Dash adeptly avoided another bolt from the cloud. Suddenly, Rainbow Dash heard more grumbling, like thunder, behind her. She turned to see a formation of eight storm clouds moving from behind a cluster of white clouds to surround her. Rainbow didn’t know what was going on, but she knew enough to know it wasn’t time to stick around. She made to dash back towards Ponyville, but the clouds worked in perfect formation, closing her path and arcing more of that weird purple lightning at her. She did a corkscrew and changed directions, hoping to throw off their aim. They were surrounding her on the front, back, left, right, and above, which left only one direction. She sped like a bullet down into the gorge. Most of them followed her, firing lighting after her, blasting apart rocks all over the place, but some of them kept above her, keeping her from raising enough to get out of the gorge.

As she raced against the clouds, she saw the end of the gorge coming up and suddenly realized what was happening; they were forcing her into the gorge, and running her right into the dead-end. And once she had run out of gorge, all her speed would be useless without maneuvering room. She might be able to Sonic Rainboom her way through the clouds, but she needed space to gather speed, and space was something she was rapidly running out of.

She finally settled on one last gamble, it had to work or her goose was cooked. She flew straight at the cliff face, building as much speed as possible. One of the lightning bolts grazed her flank and she felt static electricity tingle up her spine. At the last moment, she did a near ninety degree angle turn straight up, hoping it would confuse the clouds and let her get out of the gorge. The bolts came in faster now, firing frantically to try and stop her, but she was almost out! Almost!

And then she felt pain unlike anything in her life.

She had accidentally discharged lightning clouds into herself before, what filly learning to control the weather hasn’t? She knew what natural electricity felt like, and this wasn’t it. This hurt a lot more. Every one of her nerve endings was on fire as the dark energy coursed through her.

And she had only a brief respite from the first bolt, before another four hit her square in the back. Her scream echoes along the entirety of Ghastly Gorge, but no one was close enough to hear. Only Rainbow Dash dared to brave Ghastly Gorge alone, after all. She started to lose consciousness as she fell, her wings numb. As her eyelids closed, she wondered if it would hurt when she hit the ground. But before she could find out, a black cloud swooped in underneath her and caught the falling Pegasus.

Her Speed is mine…

Chapter 6

Dusk had fallen over Ponyville after a busy day of organized searching. Everyone involved in the search had organized in Ponyville town square for checking in. Twilight stood on a tall box with a quill and scroll in front of the crowd.

“Appleloosa?”

“Nope," Big Macintosh stated simply.

“Canterlot?”

“Not a trace, darling,” Rarity informed.

“Rambling Rock Ridge?”

“My team combed the whole ridge, and didn’t find anypony,” Cloud Kicker reported.

“Ghastly Gorge?”

There was a long pause.

“Ghastly Gorge?” Twilight asked again, looking up from her scroll “Who’s on Ghastly Gorge?”

“Dashie is,” Pinkie Pie said.

“All by herself?” Twilight questioned.

“She flies in that gorge all the time, Twilight,” Cloud Kicker mentioned, “She knows it like the back of her hoof”

“She’s probably just late,” Cheerilee guessed, “I’m sure she’ll be here any moment.”

“Or she’s catching up on her napping,” Thunderlane joked. A few snickers rustled through the crowd, but were silenced as Twilight stomped her hoof.

“Thank you, Mr. Thunderlane, for volunteering to go and look for Rainbow Dash at Ghastly Gorge.”

“What!?”

“And seeing as Mayor Mare installed me as lead organizer of the search, I’d remind you that my authority is hers. Now MOVE IT!”

There was a moment of shocked silence, and then Thunderlane took off, grumbling as he flew.

Twilight felt a familiar claw poke her in the side, and she turned to see Spike looking up at her.

“Maybe I should take a while with the list, Twilight,” He said quietly, so the audience wouldn’t hear, “You seem a little on edge.”

“Thank you, Spike,” Twi said, giving a little sigh of relief as she handed him the quill and scroll, and got off the makeshift stage. Rather than join the crowd, she headed back towards the library.

“Twilight, might I have a word?” Rarity asked as she trotted up next to her fellow Unicorn, “I know Applejack being missing is terrible, but is something else bothering you? You seem so stressed...”

“I’m just…I don’t know, something doesn’t feel right; like I’m missing something. I’m worried, Rarity. Worried about all the strange things that have been happening. I feel like they’re connected somehow.”

“Have faith in yourself, Twilight,” Rarity reassured, “You are a very clever mare. If there’s some sort of conspiracy at work, I have no doubt you’ll be able to figure it out.”

“I hope so…”

The two walked for a few more minutes when suddenly Thunderlane came whizzing out of the dark night, landing in front of Twilight, clearly exhausted.

“Twilight!” the dark Pegasus gasped, “There’s… There’s…”

“Slow down, good sir!” Rarity cautioned, “Get your breath first”

Thunderland took a deep breath.

“Something’s wrong at Ghastly Gorge, it looks like there was some kind of battle! There’s scorch marks everywhere, and there’s no sign of Rainbow Dash!”

“TWILIGHT!!”

The trio of ponies spun around and saw Spike moving his small legs as fast as he could.

“Fluttershy is missing!” Spike said once he was with the group, “She took a bunch of birds with her, and none of them came back either!”

“Sweet Celestia…” Twilight breathed, “The Elements… Whoever is responsible for Applejack going missing must have also taken Rainbow and Fluttershy! They’re trying to break apart the Elements of Harmony!”

“But we’re Elements of Harmony!” Pinkie Pie said, springing up from nowhere, surprising everyone.

“Pinkie!” Rarity cried indignantly, “Where did you come from!?”

“Rarity! I’ve already told you this: I was raised on a rock farm with-”

“Nevermind!” Twilight interjected, “SPIKE! Take a letter!”

On command, Spike pulled out a quill and letter to take down Twilight’s dictation.

“Dear Princess Celestia,

I fear something terrible has befallen us in Ponyville. Three of my friends have gone missing under very mysterious circumstances, and I have reason to believe this is because somepony is trying to attack the Elements of Harmony. I plan to continue my investigation to find out the identity of the villain behind this, but I need your guidance and help to secure the safety of my friends. The fate of my missing friends, and, indeed, all of Equestria could be in danger. I await your swift response.

Your faithful student,

Twilight Sparkle”

Spike rolled up the letter and breathed his magic green fire breath, sending it magically and instantly to the Princess.

“So since you’re ‘continuing your investigation’,” Pinkie said while making quotation hooves, “I guess that means we go look for clues?”

“Yes, Pinkie,” Twilight confirmed, “We look for clues”

***

“My word! This place looks like a warzone!” Rarity exclaimed. She was looking over the edge of a cliff into Ghastly Gorge, along with Twilight, Pinkie, Spike, and Thunderlane.

“Yup!” Thunderlane said, “This is how it looked when I got here. Some of those blasts are still sizzling too…”

“There must have been some kind of magic duel here,” Spike said, “But who could have the magic to do this?”

“This wasn’t magic”

All eyes turned to Twilight as she scrutinized the burnt landscape.

“What else going do this?” Pinkie asked, “You’d need a lot of fireworks to make this much of a mess!”

“Thunderlane,” Twilight turned to him, “You’re a Pegasus, what do you smell?”

The dark stallion looked confused for a second, sniffed the air, and then comprehension dawned on his face.

“Lightning!”

“Exactly.”

“Ummm, Twilight could you be so kind as to let us in on what’s going on?” Rarity asked, confused.

“When lightning strikes, it ionizes the air around it, making it into ozone, which has a distinct smell.”

“Hey!” Pinkie Pie exclaimed “I smell it to! It’s funny, it smells like metal…”

“There must have either been a lot discharges or this happened recently if we can still smell it,”

“HEY!” Pinkie Pie yelled, pointing “Down there!”

Everyone looked where she was pointing, but could barely see anything with the sun so low.

“What?” Twilight asked.

“Twilight! Poof us down there!” Pinkie demanded, wrapping her hoofs around her friend like a hug.

“But-”

“Poof!”

Resigning to it, Twilight teleported them both down to the gorge floor in a burst of magenta light. Pinkie trotted over to a bushy patch and stuck her head into it. She retrieved a mouth full of feathers.

Cerulean feathers.

“Pinkie!” Twilight exclaimed, using her magic to levitate the feathers out of her mouth “How did you see that?”

“Well…” Pinkie took a deep breath “As we were walking in I thought I saw something blue down on the floor but I thought it might just have been a flower because we didn’t know what had happened to Dash but now that we know that there was lightning around here and that maybe she got hit by some of it I thought ‘that might have knocked off some of her feathers’ and I looked to see where that spot I had seen what I thought was a flower was and here it is.”

“…I see” Was Twilight’s only response to her friend’s verboseness.

Just Pinkie Pie being Pinkie Pie She thought to herself.

She inspected the feathers; some of them were indeed crispy and black.

“It’s as I feared,” Twilight muttered “She was hit by lightning”

“Well, where is she?” Pinkie Pie asked “After all, if she was hit by lightning, she’d still be here unless she got taken somewhere else. I sure wouldn’t want to fly around after getting zapped.”

“Pinkie Pie! You’re right! So she’s most likely captured. But by who?”

By the time Twilight and Pinkie got back up with the group, Spike had the Princess’ letter of response, which he read aloud:

“Dear Twilight,

It saddens my heart to hear about the fate of your friends, but know that I will do everything in my power to help you return them to safety. As you read this letter, I am dispatching a small host of the Royal Guard to aid in your search and provide security to you and the other Elements of Harmony.

As for the identity of the one behind this, I truly have no idea. Discord is locked safely away in stone and no other country has declared hostile intentions. I am truly at a loss. I will rely on your investigative skills to find the culprit of these heinous acts and bring them to justice.

Yours,

Princess Celestia”

“The Royal Guard is coming to Ponyville in force?” Rarity asked “What does the Princess think we’re up against?”

“Somepony, or something, that can take down Applejack, Rainbow Dash, and Fluttershy in forty eight hours,” Twilight replied grimly.

“I’ll have to throw a party to make all the guards feel welcome! How many are in a host? And shouldn’t I be the host? They shouldn’t be hosting their own party after all, they’re the newcomers!”

Twilight was glad to be getting reinforcements from Canterlot, but what good were guards if they didn’t know what they were even guarding them from? She cast her eyes over at her two other friends. She had to figure this out, and figure it out soon.

***

King Sombra had grown stronger since he had first show up in the heart of the Everfree Forest. He still did not have physical form, but that would come in time. And in the meanwhile, his enemies desperately grasped at straws, having no idea what stalked them in the shadow.

Considering the escalation of events in Ponyville, King Sombra decided that, with his greater power, something a little more… Overt, was not completely unwarranted.

Chapter 7

Early the next morning, Twilight walked through the door into the library, exhausted. She had been up all night going all over Ponyville and environs beyond, following the map of places Fluttershy had been assigned to search. She checked every single place, but found no sign of Fluttershy.

“What if I never find them?” She posed to question to herself quietly.

“Who?” came the response from above, as Owlowiscious swooped in and landed on her back. The friendly Barn Owl had been Twilight’s companion during her search last night after Spike went home to sleep.

“Fluttershy, Applejack and Rainbow Dash… What if I never see them again?”

She felt the owl’s talons pinch slightly, and he gave a firm, “Who!”

“You’re right” Twilight said, picking up her head a little “I can’t think like that. The power of our friendship is too strong for anyone to stop, even this mystery bad guy of ours.”

“Who.”

“Isn’t that the million bit question? Who indeed? It seems like it would need to be somepony who can manipulate clouds, like a Pegasus. But it would also need to be somepony who could control Timberwolves, but no one can control Timberwolves! That magic must be ancient, if it even exists! I couldn’t even do it!”

As she pondered what she knew, Owlowiscious took off from her back and landed on the ladder up to her bedroom. He pointed with his wing.

“Yeah, I’ll try to catch a few hours of sleep. But be sure to have Spike wake me up, ok?”

“Who.”

Celestia’s most faithful student crawled into her bed and had her sleep, but the thoughts of her friends kept her from being truly restful.

***

Quite a bit sooner than Twilight would have liked, she was awakened by a knocking at her door. Turning over and hoping Spike would get it proved to be fruitless, for after only a few minutes, she heard wings flapping next to her bed.

“Twilight Sparkle?” A deep voice asked. She poked her head up and saw a stallion Pegasus with golden armor next to her. He had dark fur and a green mane, and had an air of authority about him.

“I’m Lieutenant Broadsword, my platoon and I was told to report here to you. I’ve already assigned guards around the perimeter of the library, the town hall, the homes of Ms. Rarity and Ms. Pie, and at every entrance and exit to Ponyville.”

“Ummm…” Twilight felt very awkward to be getting a full military debriefing while she still had bedhead, but composed herself despite her messy mane “Good work Lieutenant, keep me informed of… Uh… Stuff… And prepare a detachment to help bolster the search parties”

Broadsword saluted and headed down.

***

Twilight headed out of the library a little bit later, groggy but rested and groomed enough for government work. What she saw an amazing and somewhat scary sight:

Sure enough, an entire platoon of Guards had descended upon Ponyville, stationing themselves at nearly every crossroad and patrolling the skies for signs of trouble. Some were setting up specialized tents for the soldiers to sleep in, as well as moving equipment into the town hall, which seemed to be evolving into their command center. The atmosphere was supposed to make them feel safer and more secure, but instead Twilight felt tense, as if their town was gearing up for war.

And depending upon who was responsible for taking her friends, maybe they were.

Twilight was unsurprised to see Pinkie Pie with her “Welcome Wagon” working overtime to welcome the entire host to Ponyville. She was singing songs, firing confetti, and handing out cakes as fast as she could muster. Unfortunately, that didn’t seem to be very good for the trio of guards assigned to watch her, who were running themselves ragged just to keep up with her.

At the thought of guarding her friends, she decided to stop in at the Carousel Boutique and see Rarity.

At Carousel Boutique, Rarity was taking the entire thing quite in stride. In fact, you could even say using it to her advantage. When Twilight entered the shop, she saw Rarity swapping a variety of different ties around one of the stalwart guards, who didn’t even flinch.

“Too Summer, too mauve, too skinny, too- Oh! Twilight, darling! So good to see you! Have you met my bodyguards? This is August, that one is Speartip, and over by the door is Blazebrush.”

Each of the guards were done up with some of Rarity’s fashion items, from scarves to cloaks. They were perfectly still, and managed to look tough despite the poofy orange scarves.

“It’s good of the Princess to send us these bodyguards,” Rarity remarked “I feel safer already knowing there are brave, strong, and handsome stallions ready to defend their lady. Oh! It’s like I was real royalty!”

“Well, it’s good that you’re enjoying your extra company,” Twilight said, “I’m not sure how I’d feel about having somepony around me all the time.”

“Oh, don’t be ridiculous Twilight! These stallions have been perfect gentlecolts. Oh, Blazebrush! Would you be a dear and fetch us some lemonade from my refrigerator?”

“That’s OK, Rarity,” Twilight said, already halfway out the door “I was just leaving. I’m going back to town hall to rally some more searchers!”

“I’ll be there as soon as I can!” Rarity called as she left “I’m up to my haunches in dress orders!”

Blazebrush appeared to her right with a glass of lemonade, which Rarity took while batting her eyelashes at the guard.

***

Twilight trotted through town, heading towards town hall. She could see that the citizens of Ponyville were sharing her ideas about how all the guards made her feel. Barely anypony was one the streets, and most of the stores and stalls were closed today. There was a tension in the air. And fear. With everything that had happened, everypony could feel that something was coming, but no one knew exactly what.

“Attention everypony!” Mayor Mare’s voice rang out from the direction of town hall, “This is Mayor Mare speaking, and I’d just like to assure everypony that the current state of affairs is temporary and-”

Twilight rounded a hill and found the Royal Guards had set up a better speaker system so that the mayor could address half the town from the podium in front of town hall. As the mayor continued her address, she saw Lt. Broadsword a little ways off giving orders to his subordinates.

“Hello again, Lieutenant”

“Miss Sparkle, good,” The Lt. shooed his fellow guardsmen away, “Now that you’re here-”

“Yes,” Twilight interrupted, “I know, I know, we can continue the search. Now, I think we should rotate different groups to search the areas we’ve already-”

“First, Miss,” Lt. Broadsword interjected, putting up a hoof “I’d like to introduce you to your escorts for the remainder of the crisis”

He whistled sharply, and three stallions with special armor approached. Their armor was gold, like the others, but these three had light blue markings on their armor to differentiate them. The three were also each one of the different Pony races, with the Earth Pony’s armor barely containing his muscular physique, a Pegasus with long and powerfully built wings, and a Unicorn with a long horn.

“These are members of the Dawn Guardians. They’re elite, and they’ve been specially added to my platoon for the purpose of being your protectors, at Princess Celestia’s behest.”

“W-Well…” Twilight stammered, still a little stunned by the impressiveness of them “G-Good! I could use some protection, because I also think we need to consider checking deeper in the Everfree Forest, and I’d like-”

“Absolutely not.”

The Lieutenant’s interruption almost stunned her speechless.

“What!? What do you mean!?” Twilight demanded.

“Neither you, nor any of the other Elements are allowed outside of limits of Ponyville for the duration of the crisis.”

“You can’t hold me here! I have to be out there! My friends are missing! I have to do something to help them!”

“Miss, just keep your head down and leave it to us.”

“Lieutenant, I appreciate what you’re trying to do, but I believe you said you were ordered to report to me!”

“That’s correct, that order was given by the Princess, who also ordered me to do everything in my power to keep your out of harm’s way. And that’s what I’m doing, Miss: the Princess’ orders.”

“I refuse-!” But what Twilight refused to do was drowned out by a colossal roar in the distance. A pair of panicked Pegasi swooped in, landing next to the Lieutenant.

“Sir! There’s a hydra attacking the east end of town! It just rose out of the river!”

“Sir! We’re getting reports that the outlying farms are being attacked by packs of Timberwolves! Lots of them!”

“That sure is one heck of a coincidence,” Broadsword spat bitterly, “I want a unit of flyers to attack the hydra, tell them to go for the eyes and try to drive it off! Send another unit out to the farms!”

The Lieutenant turned around to face Twilight, “Your guards will escort you back to the library. We’ll send a signal when it’s all clear.”

“I’m one of the most powerful Unicorns in all of Ponyville; you have to let me help!”

“I need to keep you-!”

“I can help handle the hydra, I’ll have backup” Twilight nodded to her bodyguards “And you can send some more ponies to Sweet Apple Acres. Without Applejack, there’s only one stallion there to defend the whole farm!”

Lt. Broadsword furrowed his brow, considering his limited options.

“Please!” Twilight pleaded.

“Alright” Broadsword conceded, before addressing her protectors “But you are to guard her with your lives, understand?”

The three saluted and ran to catch up with Twilight, who started galloping after the “t” left the Lieutenant’s lips.

***

Ponyville was in a panic. The populace ran for their lives, carrying their valuables and their children out of their houses, as the hydra tore a warpath through the town. Pegasus Royal Guards flew around its many snapping heads, drawing its attention away from the citizens below. Unicorn Guards fired magical blasts from their horns and Earth Pony Guards used spears, but little penetrated the think hide of the beast. Twilight Sparkle was getting a ride to the scene on the back of her Pegasus Guard, and saw the entirety of the scene before her.

The last time I saw that hydra, it nearly ate me, She thought to herself, But that was a long time ago. I’ve come so far since then, and everypony’s counting on me to stop it. I have to!

Twilight would hate herself later for falling into such a transparent trap.

Chapter 8

Even though the battle was still a ways away from the Carousel Boutique, Rarity believed in being prepared. She packed the bare essentials (her real essentials, not what she would have liked to be her essentials) and stored her case next to the door. Then she began the tedious work of tearing her less expensive fabrics into strips. She knew that when this was over, there was going to be a substantial need for bandages, and she planned to help as best she could. Speartip and Blazebrush were outside, keeping an eye out for the monster in case it came this way, and August was with Rarity herself.

“I have plenty of silk,” Rarity was muttering to herself “But it won’t soak as well. The denim will do nicely! Denim isn’t ‘in’ right now anyway, August!”

The guard stood at attention.

“Be a dear and run into my workroom there, I believe I have a big stack of cotton garments. They’re alphabetical from left to right from the windowsill.”

August quickly went off in search of the desired material.

Sweetie Belle, Rarity’s little sister, suddenly burst in through the back door, “Rarity!”

“Sweetie Belle!” Rarity exclaimed “Thank heavens!”

The sisters rushed over put a hoof on each other to embrace.

“Where have you been?” Rarity demanded, “I expected you back from your crusaders meeting-”

“Rarity!” Sweetie interrupted, “Please! You have to help! Applebloom and Scootaloo! They’re in trouble!”

“What is it?!”

“I think they’re Timberwolves! On our way back, they attacked us! Please! We have to save them!”

Sweetie Belle broke the embrace and ran back out the door she entered from. Rarity, not wasting any more time or breath, followed her closely.

“Miss Rarity?” August said, entering with a pile of clothes on his back, “I thought I heard a-”

And then he realized she was gone.

***

A few blocks away, Sweetie Belle led Rarity to a small, abandoned house, where the front door was wide open.

“In there!” Sweetie Belle cried, pointing a hoof inside.

“Stay behind me, Sweetie!” Rarity said resolutely as she readied herself for a fight, “As soon as I have their attention, I want you to take your friends and run back to the boutique. And when you get there, tell the guards where I am, do you understand me?”

Sweetie nodded, tears welling up, “Be careful, sis…”

Rarity nodded to her sister, and charged into the house.

“Alright, you ruffians!” Rarity cried, “Prepare to feel the wrath of-!”

Her threat died in her throat when she realized there was no one there. It was a small one-story house with no corners, nothing and no one in it. Confused for a second, she looked back at Sweetie Belle, who had walked in after her sister, and closed the door behind her with an ominous click.

“Sweetie Belle, what-?”

Suddenly, out of the ground, a pair of dirty and familiar paws exploded through the floorboards and grabbed Rarity around the neck. She gagged as, out of the now exposed earth, a canine face looked at her with green eyes.

“Hello again, Pony!” Said Rover, leader of the Diamond Dogs, as he pulled Rarity into the hole he created.

Sweetie Belle casually pulled out a key to the front door, locked it, and snapped the key in the lock, jamming it. Sweetie’s eyes expelled purple energy as she followed the Diamond Dog down his hole.

Her guile is mine… And all that remains is…

***

Twilight fired another blast from her horn, aiming for one of its eyes. But with its heads jostling around snapping at the Pegasi in the air, the odds of that hitting were slim to none. Suddenly, she had an idea.

“Hey!” She called to the Dawn Guardian Unicorn, “I want you to bait him towards us!”

“Towards us?” He questioned.

“I have a plan!”

The Dawn Guardia’s horn glowed and, using a specialized limited telepathy spell, ordered the Pegasi to back off. The assembled Pegasi gave the hydra more room, just as a barrage of flashy, magic blasts hit it in one of its necks. It roared and stepped towards him. That’s when Twilight made her move.

She concentrated her energies and aimed, not high, but low. Her magenta beam hit the ground where the hydra was about to hit and instantly dug a ten foot deep hole in the ground big enough for the hydra’s foot. Not expecting a magic pothole, the hydra stepped right into it, lost its balance and fell forward.

This was the part Twilight hadn’t thought through.

She and her escort ran like the wind and barely got out of the way as the behemoth slammed into the ground where they had been with earth-shattering force, taking a few buildings with it.

“NOW!” Twilight called, “Hit it while it’s down!”

***

Pinkie was right in the middle of heading to the scene of the battle. The pink mare had chocolate frosting under her eyes as war paint, had pulled her cotton candy mane into a ponytail, and had modified her ‘party cannon’ to fire super balls with the intent of using them to trip up the top-heavy hydra. Ponyville was her home and everyone in it were her friends, she sure wasn’t going to wait idly by as a big, stupid, meanie of a hydra wrecked everypony’s homes. Her guards were nowhere in sight, having long since lost the hyperactive pony, but with her attention span she had totally forgotten about them anyway.

But as she pushed her modified artillery towards battle, she caught a glint in her eye. She turned to see the source of the glint and saw a familiar pair of glasses disappear around a corner. Pinkie stopped, but her cannon kept on rolling. Pinkie didn’t see, but heard the cannon crash into something, along with a cat’s startled yowl.

“Mom?”

It had been years since Pinkie had seen her parents. The Cakes were akin to her surrogate family now, but she never forgot her blood relatives. She trotted over to the corner where she thought she saw her mother disappear around. Looking around it herself, she caught a glimpse of a sickle cutie mark and a wide black hat as it rounded another corner into an alley.

“Dad!”

Pinkie ran after it, wondering what her family was doing in Ponyville. Whatever they were doing here, she had to make sure they were safe before she joined the battle. She was galloping now, trying desperately to keep pace with her family. As she entered another alley, she saw the silver mane of one of her sisters peering out from around another corner, but quickly retreat at the sight of her.

“Blinkie!”

She galloped full tilt around the corner and was half surprised to see her family there at the end of the dead-end alley, wearing sullen expressions and avoiding her eyes.

“Why are you avoiding me?” Pinkie asked.

Their only response was for Mr. Pie to tip his hat further over his eyes.

“Is it because I left? I always planned to visit, I promise…But…I was a little ashamed” she admitted, feeling tears well up as she approached “I didn’t want to be a rock farmer like you Dad, I wanted to go out into the world! Can’t you understand?”

They finally looked up at her.

“I didn’t want to be stuck on a rock farm forever. I wanted to make everypony in Equestria as happy as I am! I wanted to be something you never planned for me to be… But I hoped I never disappointed you…”

Her family smiled, and shook their heads to say ‘you could never disappoint us, Pinkamena’, and held out their hooves for a group hug. Pinkie let her tears spill and ran to hug them.

But her whole attitude shifted when she passed straight through them like they were mist. No, not mist, mist felt wet to walk through. Walking through the illusions of her family, she felt cold. Cold and scared. She lost her footing and hit the ground face first. She looked back up at them, and saw a change. They were no longer smiling, nor sullen. They were grim and sneering. Suddenly, paws reached through the dirt and grabbed Pinkie’s forehooves, and another grabbed her backhooves. She started to sink into the dirt, crying out for help, but in the midst of the crisis and the whole town in a panic, no one noticed one more screaming voice. Pinkie’s last sight before she sunk under the dirt was of her family evaporating into smoke.

Her happiness… And now… The stage is set…

***

Giving one last contemptuous roar, the hydra sank back into the river from whence it came, following the current back towards the forest. The Royal Guards cheered in their victory, the Earth Ponies holding aloft their spears and the Pegasi flying victorious formations in the sky.

“The job isn’t over, ponies!” Lt. Broadsword’s voice came over the Mayor’s PA system, “We still have some packs of Timberwolves attacking the outlying farms! Some units there need reinforcements! MOVE!”

Twilight Sparkle knew where she had to be; she had to go and make sure Sweet Apple Acres was ok, for the sake of Applejack. Gathering her guards, she headed for the Apple’s ancestral farm.

***

The farm was far from a pretty sight. The Apple’s barn appeared to be where the Apples had made their stand, so most of the outlying structures had been torn to shreds, undefended from the claws of the wolves. As Twilight approached, she saw that the fighting appeared to be over. Guards were all over the place, securing the perimeter and cleaning up the broken remains of what must have been dozens of wolves.

She trotted up to the leader of the squad, “What’s the situation?”

“The area is secured, no fatalities,” The guard informed her.

“Thank you so much for getting here so quickly!” Twilight said, truly thankful.

“It wasn’t us, Miss,” The guard corrected her, “These wolves were all busted by the time we got here. Apparently, it was all him.” The guard nodded his head off to the side.

Twilight turned and saw Big Macintosh, lying on the ground covered in bloody bandages, with Granny Smith next to him, stroking his head.

“Big McIntosh!” Twilight cried as she went over to her good friend’s brother “Are you ok?”

“…Eeyup” was his weak response.

“You fought all these Timberwolves by yourself?”

“Had to. It’s what AJ woulda done.”

“Yes,” Twilight said, at the verge of tears, “Yes, it is.”

***

Twilight returned to town hall a while later, where Lt. Broadsword was looking over a map of Ponyville, assessing the damage done.

“Lieutenant,” Twilight greeted, “How’s the damage to Ponyville?”

“The damage is pretty extensive and the casualties among my platoon are high,” The Lt. said, not looking up from his map, “More than half of them are in the local hospital or the medical tent we out up to supplement it. But we were able to stop any fires before they spread and there weren’t too many fatalities, considering we were attacked by a hydra.

But I’m afraid there’s more new Miss Sparkle. The guards assigned to protect Miss Rarity have checked in; she’s gone.”

Twilight’s eyes dilated in horror.

“And there’s been no sign of Miss Pie either. Considering the timing, this must have-”

“Been a big diversion!” Twilight finished, almost as a scream, “They was drawing our attention with a hydra while they snuck in here and kidnapped more of my friends!!”

“Miss Sparkle…”

“Why did you have your elite guards protecting me!? Why didn’t you give them to Rarity? Or Pinkie Pie!? I’m Celestia’s student, I can take care of-”

“It’s because you’re her student we had them guarding YOU!” Broadsword interrupted with a stomp of his hoof and a billow of his wings, “At the end of the day, you’re the most important member of the Elements of Harmony, and I had to allocate my resources to protect the most important asset!”

“My friends and I are not just assets!” Twilight screamed, “I would give my life for any one of theirs! They are the most important ponies in my life and I…RRRGH!!”

With a cry of frustration, she ran out of town hall, shoving guards aside. She didn’t stop until she got to the library, and then she locked the door, climbed into her bed and sobbed.

She was tired, scared, and now she was very close to being alone.

And she didn’t know how to stop it.

Chapter 9

The pair of sacks hit the ground hard, their contents wriggling inside against their ropes. The Diamond Dogs truly weren’t taking any chances. Rarity couldn’t see anything inside the burlap (what a tacky fabric!) and couldn’t speak with a muzzle wrapped around her snout.

“We bring Ponies”, she heard Rover say in his scratchy voice, “Now Talking Tree brings us the gems!”

Talking Tree? Rarity thought.

“Yes,” said another voice, “You have done well.”

The new voice made Rarity’s neck hair stand on end. It was icy and threatening, yet retained an element of regality. It seemed familiar, but she couldn’t place it.

“Yes! Yes!” One of the other Diamond Dogs, Fido, said, “We do very well! And now we get gems!”

“That was deal!” The third dog, Spot, added while trying to sound tough, “Gems for Ponies!”

The other voice chuckled. It was a dark sound that made Rarity squirm. She feared the Diamond Dogs had no idea who they were dealing with, and they were going to be leaving with something very different then they thought.

“Of course… You will have your gems.”

Through the sack, Rarity saw a green light glow brightly. She heard a crackling noise, like crushing eggshells, and heard the Dogs start to scream. They didn’t scream for long.

“You really shouldn’t complain... All I gave you was what you wanted.”

And with that, the voice gave a long, loud laugh of sadistic mirth. And Rarity shuddered to think what kind of madpony she was in the clutches of.

***

The day after the hydra attack, the atmosphere was even worse in Ponyville. Nearly a third of the town had been crushed by the might of the creature, even with the rapid response of the Royal Guard. While Sweet Apple Acres had survived relatively well, there were several farms that were nearly wiped out by waves of Timberwolves, some only driven off by the Guards after they’d already finished their work. Ponies were making impromptu shelters everywhere they could to house those who had been made homeless. The guards were finally able to finish setting up their structures and roadblocks, but with so many of them injured or killed, their checkpoints were undermanned.

Ms. Cheerilee’s class was cancelled that day, most stores stayed closed, and everyone stayed inside, but nopony even felt safe inside their own homes anymore. And without Rainbow Dash or a replacement Weather Pony from Cloudsdale, the cloud cover had been allowed to increase unchecked. Dark clouds obscured the sky, blocking Ponyville from the light and warmth of the sun and casting the town into a grey despair.

Making the town worse was the silence. There was no laughing, happy chatter, or even much talking at all on the streets of Ponyville. If Pinkie Pie were around, she’d sing, or dance, or play instruments to liven the mood. But without her, the townsponies truly saw how much happier a place Ponyville was with Pinkie in it.

Twilight Sparkle barely saw any of this, since crawling into her bed the previous afternoon, she hadn’t moved. Spike offered her food, begging her to eat, but she acknowledged nothing. Her misery felt limitless. She had not only failed to find her friends but, because of her status, might have indirectly led to more of them to being captured right from under her nose. She spent hours in the space between sleep and waking, never finding rest.

“Twilight?” Spike called quietly but with concern, “I just got a letter. It’s from the Princess.”

When Twilight didn’t stir, Spike hopped up onto her bed.

“I know you can hear me! Please Twilight, you have to get up! At least look at the letter! Maybe the Princess found something…”

When the Unicorn still failed to even roll his direction, Spike decided to take it up a notch.

“Twilight Sparkle! Your friends need you! They’re out there somewhere! And you’re not doing them any good moping in your bed! You need to get up! Think about Applejack, Fluttershy, Rainbow Dash, Pinkie Pie and Rarity! They love you… And you love them… And they need you now more than ever!”

Despite his rousing speech, Twilight only curled in deeper.

“Fine!” Spike said, angry almost to tears at his surrogate mother, “Don’t get up! Stay here and let them rot! But at the very least, you’re going to hear this letter!”

There was a crumpling sound as Spike unfurled the letter.

“Dear Twilight,

I have no words to describe my feelings for what is happening to you now. I only just recently got the report from Lt. Broadsword about the attack on Ponyville. It will take me some time to organize another unit to send to help the Lieutenant’s platoon, so you must make do in the meantime.

Myself, Luna, and a dozen scholars have been pouring through the Canterlot Archives looking for signs relating to, or the methodology behind, this attack. So far we have found nothing. The magicks described are akin to nothing I’ve read of in Equestria. We are truly baffled.

I know this is a trying time, but you must not lose hope. The answers we need are there Twilight Sparkle, but one must have the right lenses to see it. As always, you have my faith and my blessing.

Yours,

Princess Celestia”

Spike angrily crushed the letter in his hand, throwing it in a random direction. There was a few seconds of silence.

“Twilight…” Spike pleaded, “You have to get up. Please… You have to do something…Everypony is counting on you. I’m counting on you. I want to get everypony back too, but I can’t do this on my own! I don’t-”

DING

“What was that part in the middle again?” Twilight asked, her voice almost as husky as Rainbow Dash from crying.

“What?” Spike asked confused at being interrupted.

“In the middle of the letter, what was that the Princess said?”

“I know this is a trying-” Spike started to recite from memory.

“No, before that,” Twilight was sitting up now.

“Myself, Luna, and a dozen scholars have been pouring through the Canterlot Archives looking for signs relating to, or the methodology behind, this attack. So far we have found nothing. The magicks described are akin to nothing I’ve read of in Equestria-”

Suddenly, despite barely moving for a whole day, Twilight was suddenly brimming with energy and blew past Spike, heading downstairs. The infant dragon raced to keep up.

Downstairs, Twilight started to use her magic to rip books off the shelves, as she often did when in serious research mode, but she was only looking at the covers.

“Stupid! Stupid! Stupid!” Twilight chastised herself, “Of course there wouldn’t be any record of this magic in Canterlot if- Spike! Where are those boxes of books from the Crystal Empire!?”

“In the basement!”

Twilight practically ripped the door off its hinges going through the door.

“But Twilight!” Spike said, following her down the stairs “Why do you need the books about the Crystal Empire?”

“Because it’s old! As old as Equestria itself and it was missing for a thousand years! This magic we’re dealing with must be too old to even be in the Canterlot Archives! But if-”

Leaving her thought incomplete again, she magically ripped open one of the boxes of books and started to sort through it.

Ever since their first visit to the Crystal Empire and the discovery of the ancient Crystal Library, Twilight had been begging Cadance to have some of the books there transferred to Golden Oaks Library for her to read, but with all the responsibilities of ruling an empire, Cadance had had no time until recently to make the transfer occur. But Twilight, with all that had been happening recently, had nearly forgotten about them. But now the Crystal Empire books snapped stunningly unto her focus. Finally, she found what she was looking for, a book titled: “Arcane Arts of the Crystal Empire”. She only prayed that this book had the answers she desperately needed.

***

At the edge of Ponyville, a pair of Royal Guards saw a strange pony hobbling towards them and crossed their spears.

“Halt!” One declared, “Identify yourself!”

“I beg you, please must let me pass free! Twilight Sparkle is who I must see!”

“What’s your business with Ms. Twilight Sparkle?” The other guard demanded.

“I have many questions to answer and secrets to tell! For I know who has cast Ponyville under his spell!”

***

Twilight closed the book, her eyes blazing. Everything made sense.

Sort of.

“I know who’s behind this,” The Unicorn declared aloud. She couldn’t even believe it could be who she suspected. There was no way it could be true, but it was the only logical conclusion.

“You do?!” Spike asked, holding a mug of tea for Twilight “Who!?”

“It’s so obvious I can’t believe I never saw it before; there’s no record of the kind of magicks happening here because these magicks aren’t native to Equestria. The Unicorn Kings of the Crystal Empire had a lot of powerful spells that were lost through time.”

Twilight read off the list of spells in the book.

“Mass Weather Manipulation, Creating and Controlling Golems, Mind Control, Possession… A lot of this is old and some of it goes into the realm of dark magic…”

“So, whoever is attacking our friends and Ponyville is a powerful Unicorn who would have access to ancient Crystal Empire magic.” Spike clarified, “But Twilight! That doesn’t narrow anything down! There isn’t anypony like that!”

“Yes there is,” Twilight corrected grimly.

“Who?!”

Twilight opened her mouth to state her theory, but was interrupted by a crash from upstairs, along with a familiar voice.

“I must converse with you, Twilight Sparkle! To stop this plan most diabolical!”

“Zecora!” Twilight and Spike said simultaneously.

They both ran upstairs to see the zebra accompanied by two guards. It was apparent by the way she stood that Zecora was injured and tired.

“She says she’s a friend of yours, Miss Sparkle,” The guard informed.

“She is,” Twilight clarified, “You can let her go, I’ll take her from here”

The guards saluted and left, closing the door behind them.

“Good to see you, my favorite Unicorn. But we must act quickly to remove this thorn!”

“What is this about Zecora? What happened to you?”

“Not so long ago while I was in my home, in the Everfree I felt a presence roam.

So dark it was, and full of anger. Never had I felt so much rancor.

I felt it spread into the trees, though the forest it moved with ease.

I knew that it would be Ponyville’s scourge, so I resolved that the evil I would purge.

I travelled by day and also by night, that deep in the Everfree there’s no light.

And then I saw it there among the trees, an evil spirit I could not appease!

I tried to use my enchanting power, to trap him within a magic flower.

But my prison was overpowered, and I was very nearly devoured!

I had no choice but to flee, or else it would have slain me!

It pursued me, intent to kill, but found I had the stronger will.

After many days and nights I have come back, to find somepony to help me attack.

For if this darkness is not stopped soon, there is no place that will be immune.”

Listening to Zecora’s story, the pieces were beginning to fall into place. The culprit was in the Everfree Forest, deeper then anypony dared to venture; even Zecora.

“How do we get there?” Twilight asked, “How deep in the forest is it?”

“If you follow I will be your guide, and I will show you the way inside.

Alone it took me many days. But together we could find faster ways!”

“I need to tell the Lieutenant!” Twilight said, heading for the door.

“Wait!” Zecora interrupted, “I did not wish to hurt their ego, but with these guards we will be too slow.

The Everfree is cramped, predatory, and dark. Bring too many and our prospects will be stark.”

Twilight hated to admit it, but Zecora had a point. If she informed Lt. Broadsword, he’d probably want to send half his company marching into the Everfree Forest. And if that happened, it would be pretty likely few of them would return. She didn’t like the idea of going in alone with Zecora, but liked the idea of bringing an entire army into that death trap even worse.

“Alright Zecora, give me a minute.”

She turned to Spike.

“Twilight!” Spike exclaimed “This is crazy! You can’t go to the heart of the Everfree Forest!”

“Spike, whatever’s causing this is there. And I think there’s a good chance my friends are there to. I have to go.”

“…I know,” Spike admitted, “But at least take me with you! I can help!”

“Spike, the Forest is no place for a baby dragon. Besides, I have an important job for you. If I don’t come back in a few hours, I want you to tell Lt. Broadsword about where I’ve gone and send a letter to the Princess… Tell her that the threat is in the forest, tell her that I’ve gone to try to stop it and find my friends… And… That she was the best teacher I’ve ever had and that I don’t know what I’d do without her.”

She gave Spike a significant look.

“Or the many gifts she’s given me.”

Spike threw a hug around Twilight, unable to contain himself anymore. She nuzzled him back.

“Good luck, Twilight.”

“Good luck to you, Spike.”

Chapter 10

Sneaking out of Ponyville was certainly a challenge unto itself, but not entirely unfeasible. Twilight teleported herself and Zecora from rooftop to rooftop, avoiding the ground patrols and casting spells to help the two avoid perception by patrolling Pegasi.

After they made it outside the perimeter of Ponyville, they headed along the road towards the forest, past Fluttershy’s cottage, and into the forest itself. Nearly every time Twilight had come in before, something had gone wrong: between Nightmare Moon’s numerous attempts to kill them, to walking into a patch of Poison Joke, to being turned into stone by a Cockatrice, and being pursued by a fire breathing dragon, it was a wonder Twilight had ever managed to leave the Everfree Forest in one piece. But with Zecora’s guidance, they were able to avoid the serious hazards and navigate through the trees. And with Twilight’s magic they were able to clear hazardous brush away, teleport short distances, and light the darkness.

With their combined abilities, they indeed made good time, as Zecora guessed. But things certainly weren’t allowed to go perfectly. After about two hours or so, the Zebra enchantress came to a stop.

“What is it?”

“Hear me, extinguish your light,” Zecora advised “And hope that I am not right”

Twilight’s horn dimmed, plunging them into darkness. Without her eyes, Twilight’s other sense became far more acute, which was when she heard some branches snapping. But even more importantly…

She smelled bad breath.

“Zecora…?” Twilight whispered.

“Stay very still Twilight, and have no fear. When I signal, shine your light bright and clear.”

Twilight waited, but felt sweat trail down her neck as the smell got worse and she heard faint growling.

The moments stretched on for an agonizing eternity, as the beasts drew closer, but finally Zecora yelled:

“NOW!”

Twilight flashed her horn brightly, illuminating a pair of Timberwolves nearly six feet away. The predators were dazzled by the sudden light and howled in surprise and anger. Suddenly, Zecora was a blur herself. Moving with speed and grace, she unleashed what Twilight could only assume was some kind of martial arts prowess, striking the Timberwolves again and again with her fore and back hooves, screaming in her native tongue all the while. Within a minute, the two wolves had crumbled into a pile of sticks.

“That was amazing!” Twilight clopped her fore hooves briefly in applause.

“Now is not the time for there to be praise.” Zecora warned, already moving. “Soon they will rise again in a blood craze.

Their presence means we have much more to fear. They are guards, meaning we are very near.”

***

Things started to get weird a short time later. As Twilight and Zecora walked along, Twilight heard something crunch under her hoof. But not like a branch or leaves. It sounded like… Glass?

Twilight shined her horn down and was shocked to see herself looking back at her.

“What the…?”

Suddenly, Twilight focused her light ahead further and saw the light glisten off the glassy trees and bushes. The foliage of the forest glittered as if it was frozen solid, and the look reminded her entirely too much of the caves beneath Canterlot, where the Changeling Queen had kept her and Cadance prisoner.

The Crystal Caves…

“What is all this now? How very queer…This is new since last I was here.”

“That settles it then…” Twilight muttered to herself “I don’t know how, but-AH!”

Her light had shined her light upon a face, one which Twilight recognized.

“The Diamond Dogs…” Twilight breathed. The three leaders of the Dogs had been trapped in crystal, their last moments of horror frozen on their faces for all time.

“What are they-?” Twilight started, but then gasped. The pieces fell into place in her mind, “They must have been the ones who grabbed Rarity and Pinkie Pie during the hydra attack…”

“Such a grim and terrible fate … Our foe’s cruelty must be great …

There! Twilight! Over in that tree!” Zecora called, pointing her forehoof, “The source of the evil you seek!”

The ‘tree’ as Zecora called it was definitely something more now. It was tree-shaped, but covered completely in dark purple crystals while also glowing a faint, pulsing red.

“What is it?” Twilight asked to no one in particular.

“It is the architect of your misery,” Zecora said, maneuvering behind Twilight “And it is time you met him face-to-face.”

Just as it registered that Zecora had broken her rhyming scheme, Twilight was bashed over the back of the head, knocking her forward onto her face. Her vision swam and she looked back and up at Zecora, confused and accusing.

“Zecora? What-?”

“You have no idea of the depth of whom you face,” ‘Zecora’ responded, pacing around her “You are a child Twilight Sparkle, a mere student. And I… Will be your teacher”

“You don’t need to teach me anything, because I know who you are!” Twilight said as she got to her feet “I studied all the signs, investigated all the clues, drew all the lines, and they all pointed me to you… King Sombra!!”

Black energy erupted from Zecora’s legs and travelled up her body, transforming her into the terrifying image of the Shadow King himself, his red cape flowing, his silver armor glinting, and his eyes blazing.

“Very good, Twilight Sparkle… I am impressed.”

“But how is this possible? You were destroyed by the power of the Crystal Heart! We saw you!”

“Indeed. Those treacherous Crystal Ponies destroyed my physical body, but I endured. My life essence barely contained in my horn, I survived in the frozen wastes of the north for months. But I recovered and was drawn here.

By you.

You were the one who found the Crystal Heart. You were the one who bested my castle. I was nearly whole again, but YOU are responsible for extending my suffering! I’m barely alive, not even a physical being anymore, a creature of shadow and hate!”

“But if you’re just life essence in a horn, how are you-?”

“Speaking to you now? This body does indeed belong to your friend Zecora. The story I told you was true, she did try to stop me. She thought her pathetic magicks could contain King Sombra! All I’ve done is pour a little bit of my life essence into her, and then cast an illusion to make her look more… Aesthetically pleasing.”

“You monster!”

“I may be a monster, but I’m a monster whose company you’ll have to endure a little while longer, because now we will talk Twilight Sparkle. Because it’s not just important that you suffer, you must understand why you are made to suffer.”

“Why should I listen to you!?” Twilight demanded as she shifted herself into a ready position, her horn aglow with magic.

“Because you have no choice,” Sombra said simply, “You won’t attack this body because it belongs to your friend. And you don’t have the strength to blast through that tree to get to my horn before I’ve killed you six different ways.” Hesitating for a moment, she realized he was right and her horn ceased glowing.

“OK, let’s talk.”

***

Spike was keeping a close eye on the clock. Twilight hadn’t given him an exact time, so he’d decided to wait for three hours. He half hoped that Twilight and her friends would come rushing in the door at the last second, but the time came and the Elements of Harmony did not arrive. Spike nodded with resolve and headed outside, but as he exited the library, the ground began to shake. An earthquake was hitting Ponyville for the first time in a long time, and the Ponyville citizens hid under doorframes and tables, waiting the tremor out.

But then things got strange.

The strange, dark trees that dotted the town suddenly began to glow with malevolent energy, with black lightning seeming to arc out of them. Suddenly, the black bark exploded off the trees to reveal crystalline antennas beneath, dark and forked, pointing to the sky. The crystals fired beams of energy which went high into the sky, connected at a single focal point, and rebounded into a dome of black and purple magic over Ponyville. Pegasi Royal Guards tried to race the shield to get out before they were closed in, but they only slammed into the shield and were contorted as painful magic coursed through them upon contact with the shield. Unicorn Royal Guards tried to use their magic on the shield and on the crystals making it, but it was useless. The town of Ponyville, from Fluttershy’s cottage to Sweet Apple Acres, and everypony inside it, was trapped.

Lt. Broadsword nearly knocked the door off its hinged with his forehoof as he entered the Golden Oaks Library.

“Ms. Sparkle!” The Lieutenant called, “Do you know anything about magic barriers? We need some assistance with-”

The words died in his throat as he realized that she should have indicated her location. A quick and through search of the library proved what he suspected.

Spike heard the Lieutenant’s loud cursing from his place hidden in the upper branches of the library.

“I hope you’re having better luck then us, Twilight…” Spike muttered.

Chapter 11

“There are a few things you should know first,” Sombra informed her, “You see, I think you should understand our interesting connection before we proceed.”

“You and I are nothing alike!” Twilight snapped.

Sombra stomped his hoof, silencing her.

“You shouldn’t interrupt royalty when they speak, Twilight Sparkle. It is most unbecoming,” Sombra hissed with menace, “It’s interesting, you had Cadance as a foal sitter for the majority of your time under Celestia’s tutelage, yet never questioned her presence there.”

“How do you know-?”

“I’ve had my eyes and ears in Ponyville for weeks, long enough to know plenty about you and all your friends. What did I tell you about interrupting? Do you know why Cadance is ruling the Crystal Empire? Because she’s from the Empire of course, the last daughter of King Cadenza, rightful ruler of the Crystal Empire. Of course, I was always of the opinion that I should rule the Empire… After all…

I always was better than my older brother.”

“YOU LIE! Cadance would never-!”

“Interrupting~” Sombra mocked in a sing-song voice, “Would never what? Have an uncle like me? Why not? After all, thanks to Shining Armor, you’re my niece now too. Are you surprised Cadance that would keep this from you? After all, think how it must pain her.”

Sombra took on a mock, overly dramatic voice that sounded entirely too much like Rarity.

“Her family: slain in a vicious coup d'état orchestrated by none other than her very own uncle. A fratricide and a regicide, all rolled into one! Her kingdom and her inheritance, stripped from her! Her people thrown into turmoil! Oh, the scandal! The shame! The dishonor!”

“Don’t you mock her!!” Twilight screamed. She charged straight at the King, reared up onto her hind legs and struck Sombra straight across the face. He never even flinched, but when he turned his head back to her, he smirked. So she hit him again.

“I don’t feel anything you do to this body, you know,” Sombra told her with infinite smugness, “All you’re doing is hurting the Zebra.”

Twilight got a hold of herself, retreating a few steps.

“Fine. You’re Cadance’s uncle. So what? What does it change? You still took a kingdom that wasn’t yours and enslaved the Crystal Ponies. What difference does it make?”

“It doesn’t make any difference. But before we begun, I wanted you to understand the true depth of this matter, my niece. You must understand that everything that has happened, all this suffering to your poor town, is your fault.”

Sombra nodded to his right.

“And that all their suffering is your fault as well.”

Suddenly, another patch of the area illuminated, and the sight horrified Twilight.

Her five friends were all there, contained in some kind of crystal dome, lying on the ground facing away from her.

“You won’t stop me!” Twilight declared, “I’ll save my friends!”

“By all means,” Sombra said, stepping out of her way.

Twilight was taken aback by this and it showed on her face.

“What?”

“You heard me. Between using my energy to keep my horn protected, keeping my control of the Zebra, keeping this illusion, and maintaining my shield I’ve summoned over your pathetic town to keep anypony from leaving or calling for help-”

“WHAT!?”

“-I’m afraid I just don’t have the energy to stop you from freeing your friends.”

Feeling this was a trap, but having no other option, she fired a blast from her horn, and shattered the crystal wall, sending bits of shiny shrapnel flying everywhere. She expected some kind of reprisal from Sombra, but he did nothing. She expected for her friends to spring into action, but they didn’t.

“Girls!” she galloped over to them, she turned over Applejack and was horrified to discover her eyes had a familiar green glow to them. It was the same green glow she had seen in Spike’s eyes when he had been trapped in Sombra’s door of terror.

“Ah, of course,” Sombra mentioned offhandedly, “I forgot to mention. They may be here physically, but their minds aren’t. I’ve trapped them inside their worst nightmares. But then, you’re quite aware of what that’s like. Aren’t you?”

“Applejack!” Twilight yelled, shaking her friend “Applejack, wake up!”

“And this spell is quite a bit stronger than the one in my door back at the Crystal Empire. You’re not going to wake them up with a simple little shake. Of course, you could always use a mental projection spell to try to wake your friends up, like you were Princess Luna herself,” He said the last bit with a mocking sneer.

“But you’ve prepared for that,” Twilight stated, not a question, but a fact “You planned for me to go into the minds of my friends, and to free them.”

“To try to free them,” Sombra corrected, “Which you’re certainly welcome to. After all, it’s why you came all this way, isn’t it? You can’t destroy me alone, you can’t navigate back through the Everfree Forest alone, and you won’t leave here without your friends regardless. You’re far too noble.”

“You’ve really thought this through haven’t you?” Twilight asked with sarcastic admiration.

“One doesn’t become powerful by being an idiot,” he stated simply with a satisfied smile, “Make your move, Twilight Sparkle.”

And so, caught without any choices, she did the only thing she could: she looked down at Applejack, let her horn glow, and a beam of white light connected her horn to Applejack’s forehead.

“Good luck, my dear niece.”

The last thing she heard before leaving her body was King Sombra’s pitiless laughter.

Chapter 12

The first thing she felt was the heat. Twilight opened her eyes and she was inside the world Sombra had trapped Applejack in.

She was in Sweet Apple Acres. And it was on fire.

Twilight was on top of a sizable hill, and from it she could see that the entirety of Sweet Apple Orchard was ablaze. She heard a stifled sob behind her and spun around. What she saw horrified her even more. Applejack was sitting in front of her burning barn, surrounded by the torn and bloody apparel of her family.

Big Macintosh’s broken yoke.

Granny Smith’s bloody scarf.

Applebloom’s ripped bow.

Breaburn’s frayed hat.

Dozens of them surrounded Applejack, who just sat in the middle, weeping.

“Applejack…”

“It’s all gone, Twi…” Applejack just whispered over the crackling of the fires, “Everypony in my family… And everythin’ we ever built… It’s all gone…”

“Applejack, this isn’t real!” Twilight yelled, putting a hoof on her shoulder “You need to snap out of it! We need you to come back!”

She violently slapped her friend’s hoof aside.

“How dare you talk like that to me!?” She yelled back, tears in her eyes “Look around Twilight! I’ve lost everypony I loved! I’ve lost everything my family stood for! What do ah have to come back to!? NOTHIN’!”

She thinks this is real, Twilight thought, Because you never question dreams when you’re in them, not even nightmares. Twilight’s mind raced with how she could help her friend out of this. How did she help her friend’s deepest fears?

It was obvious.

Help her friends overcome their darkest fears.

Well, ‘obvious’ isn’t always a synonym for ‘easy’ Twilight thought bitterly.

How was she going to do this?

“Applejack,” Twilight said, lying down next to her, “I can’t understand what you’re going through. But there’s something you need to understand. You will never be alone.”

Applejack looked up at her.

“You have to remember that you’ll always have a family; in me, or Spike, or Rarity, or Rainbow Dash or any of the others. You have so many ponies in your life who think of you like family. And as long as even one of them is around, you still have something to hold onto. Something to fight for.”

“It’s not the same…”

“Maybe, but Celestia knows I think of you like a sister. You’re strong, loyal, and true. You’re everything I or anypony else could want in somepony they call family. And after everything we’ve been through together, that’s what we are Applejack: we’re family.”

Applejack closed her eyes. Breathed deeply. And opened her eyes, her old energy blazing in them.

“You’re right, Twi. It’s hard, maybe the hardest thing ah’ve ever done, but ah need to keep on keepin’ on. It’s the Apple Family way.”

Suddenly, the ground began to crack underneath the two of them and white light emitted from the cracks.

“What in tarnation-!?” Applejack started to yell, but was cut off as she and Twilight were engulfed in the light.

***

Spike knew this was a long shot, but he had to try something, Lt. Broadsword’s guards weren’t making any progress on getting the shield down, no matter what kind of pony magic they used.

So maybe a little dragon magic would work.

Spike finished off the letter of distress for the Princess, rolled it up and used his magic dragon breath on it. It evaporated into sparkling smoke, flew through the air…

And bounced off the shield, rebounded back to Spike and reformed into a scroll.

“Yeah, I kinda saw that coming…” Spike admitted, “We really are on our own…”

***

Twilight opened her eyes again a forest clearing.

“Applejack?”

Looking around to try to get her bearings, she could see that Applejack was nowhere to be seen. The logical conclusion was that she had automatically jumped into the mind of her next friends. The big question was whose mind was she in. Twilight honestly had no idea where she was until she looked straight up. Above her was the Cloudsdale Summer Flight Camp.

“Well, that narrows it down to two...” Twilight remarked to herself.

A scream drew her attention, because it was a scream she had heard many times before.

“Fluttershy!” Twilight called as she galloped.

Following the screams only a short distance she found Fluttershy being attacked by a flock of birds, mercilessly pecking and scratching at the poor mare as she ran away, trying to use her wings to protect her eyes. Her body was covered in bleeding scratches and it seemed as if the birds had been after her for hours. Twilight acted in reflex and fired a magical blast at the flock, but it only passed through them like they were phantasms.

Right Twilight remembered, I don’t have any power over the nightmare, since none of this is real. I can’t affect the birds since this isn’t my mind. But Fluttershy is real…

With a magenta burst she poofed herself into Fluttershy’s path and when the two collided, she poofed them both away to the safety of some undergrowth.

“Oh, Twilight,” Fluttershy whispered, tears streaming down her face and mixing with the blood shed by the birds “Thank you… I just don’t know what to do… All the animals…”

“Tell me what’s going on, Fluttershy.”

“I can’t understand them anymore… They don’t make any sense, and they all hate me. They don’t want my kindness, they just want to hurt me… And it scares me, Twilight… More than anything…”

“Why ? I’m here to help you, but I need you to tell me why it scared you so much.”

“Because…” Fluttershy was hesitant “Because I… Oh…”

“Fluttershy, I’m your friend. You can tell me.”

“That’s just the thing Twilight. I always knew that if I ever lost my pony friends, I could count on my animal friends. But if my animal friends can’t even like me, how can any of my pony friends? What good is all my kindness if no one will show it back?”

Twilight thought on this, thinking how she could help Fluttershy, and then she got an idea.

“You’re the kindest pony I know, Fluttershy,” Twilight told her “And even if you can’t speak to them, all creatures understand kindness. You can be kind Fluttershy, but you have to be brave as well. If you take a stance, show them your true intentions, they’ll understand.”

“Do you really think so?”

“I know so."

“Alright,” Fluttershy said, resolvedly, “Here goes.”

Fluttershy stepped out of the shrubbery, and into the open. The flock of birds from earlier, as well as a pack of various rodents saw her and made an instant beeline for her, snarling and whistling angrily.

“I JUST WANT TO BE YOUR FRIEND!!” Fluttershy cried out, her legs shaking but not moving.

The animals descended upon her, biting, pecking, and clawing.

“Please,” Fluttershy called, her eyes shut tight “I just want to be friend.”

That became her mantra, reciting it again and again. Twilight was half-afraid after a full minute that it wasn’t going to work, but after a minute of Fluttershy not moving, the animals stopped, confused. But Fluttershy continued her chant.

“I just want to be friend… I just want to be friend… I just want to be friend...”

The animals were puzzled, but as Twilight hoped, they came to understand. The birds rested upon Fluttershy’s back gently, singing sweetly, and the small animals nuzzled at her legs.

Fluttershy fell unto her stomach, sighing with relief. And, as if by magic, her wounds began to heal themselves.

Suddenly, the ground again began to crack, filling the nightmare world with light.

“Oh…My!” Fluttershy exclaimed as the light engulfed her.

***

This time, it was a lot easier to tell whose head she was inside this time; she was in the audience of a raceway in Canterlot and there was a large banner that said “WONDERBOLTS RACE” in large blue letters.

“Gee… I wonder whose nightmare this is.”

Twilight looked around at the audience, expecting to find Rainbow Dash as an old mare, sulking over never joining the Wonderbolts. Instead, she saw herself and all the others a few rows down, cheering wildly. They were all there, except…

“AND RAINBOW DASH COMES WHIZZING AROUND THE LAST TURN!” The announcer boomed. Twilight looked over to see her multi-color maned friend was indeed a participant in the race. And going faster than Twilight had ever seen her, she must have already performed her Sonic Rainboom, because she was streaking a rainbow behind her as she flew.

But Rainbow Dash loves to race Twilight thought, How-?

Her question was quickly answered. Along the last leg of the race were some pillars the racers needed to weave through. Rainbow Dash did fine until partway through when she clipped her wing on one of the pillars. She instantly spun out of control, bounced off one of the other racers, smashed through one of the pillars, and slammed into the ground, bouncing and skipping like a stone thrown across a pond. There was a collective gasp, even from the real Twilight. She had seen Rainbow crash before, but never while going that fast and never that badly.

Suddenly, there was a feeling like vertigo as the whole scene shifted. It was as if somepony opened a trap door beneath Twilight and she fell a few feet to a completely different location. The feeling made her a little sick.

Looking around, she seemed to be in a hospital room.

“I’m afraid the damage is extensive,” said a voice behind Twilight. She swiveled around to see a Unicorn doctor levitating a clipboard talking to Rainbow Dash, who was a horrific sight after her crash. She lay on her back with her legs held up by arms on the bed and her wings to either side of her. Her wings were heavily bandaged, and seemed to be bent all wrong, like she’d dislocated them both nine times over. All her legs were in casts and her face looked like a mask, hollow and lifeless.

“Your wings are completely shattered,” The doctor continued, using his magic to flip the pages of the clipboard “We managed to save them just short of amputation. They’ll ache for as long as you continue to have them, but you can get you on pain medication to help with that. The prognosis for your legs is much better however. With suitable physical therapy, you can walk again within the year. However, their bone structure was warped by the accident and it won’t stand up to prolonged stress. They’ll re-break if you push them too hard. I’m very sorry Ms. Dash. We’ve done everything we can.”

“It’s not your fault...” Rainbow Dash said, lifelessly “Thank you doctor.”

When the doctor left through the door, Twilight could hear voices on the other side. Familiar voices.

“Is she really that bad?” Other Fluttershy asked.

“According to the doctor, she’ll never fly again. She’ll barely walk!” Other Twilight said.

“Great!” Other Pinkie Pie cried angrily, “Now is our fastest friend is our slowest friend!”

“We’ll never be able ta hobnob with all them fancy racer types now that Dash has turned cripple!” Other Applejack reminded.

“You don’t think we know that!?” Other Rarity hissed back “Now what are we going to do?”

“I don’t know” Other Fluttershy said sadly, “I’ve been buttering her up ever since she did that Sonic Rainboom at Summer Flight Camp. But I guess it was all for nothing…”

“Whatever!” Other Pinkie Pie said “That other pony, Quicksilver, came in first in the race! We should go try to be his friends!”

“But it’ll take forever to get as close with his as we were with Rainbow!” Other Rarity complained.

“Well, we have to start somewhere” Other Twilight sighed, resignedly “Celestia knows, the E. S. ‘Rainbow Dash’ has already sunk, and so it’s time to jump ship.”

With that done, the sound of the Other friend’s hooves retreating echoed through the hallway outside.

Horrified by the shallowness of what she’s heard, real Twilight looked over at Rainbow Dash who was looking towards the door, her blank face swimming with tears.

Of course she had heard her callous friends through the door. She was supposed to. That was the whole point.

“Rainbow Dash…” Twilight muttered, stepping forward.

The Pegasus jumped in surprise, and then grimaced in agony as her legs pained her.

“Twilight! How did-? Weren’t you just-?”

But then RD calmed down and her face changed from surprised and pained to resentful.

“What do you want?”

“Just to talk to my friend."

“Sure, you can change my bedpan in a few hours,” Rainbow Dash spat, “I’ll need the help for the next few forevers…”

“You think that just because you’re crippled like this, I wouldn’t be your friend anymore?” Twilight questioned.

“Why would you!? All I’ll do is slow you and everyone else down. I can’t even walk by myself, let alone go back to my job, enter races, or become a Wonderbolt! I can’t even go back to my house because it’s on a cloud!”

“Rainbow Dash…” Twilight whispered “You’re an idiot.”

“WHAT!? Say that to my face you traitorous-!”

“You’re an idiot if you think I care about how fast you can fly!” Twilight screamed at her “You think how fast you can fly stopped you from joining the Shadow Bolts when they offered to have you on their team? Or how many push-ups you can do was what helped you see that Gilda was a bully? Or how many laps you can do was what made you try to help the Buffalo get their traditional stampeding grounds back!?”

The crippled Pegasus was completely speechless, unable to say anything in the face of this screaming outburst.

“We love you because of who you are, Rainbow Dash, not what you can do! It wouldn’t matter if you were made into the weakest pony in Equestria because, at least to me, you have the strongest spirit in the whole world.”

Rainbow Dash’s eyes swam with tears again, but not ones of sorrow, but of gratitude as Twilight spilled her heart out to her.

“It doesn’t matter if you don’t have wings or legs Rainbow Dash, because you are undeniably, unquestionably…”

“Unstoppable,” Rainbow finished for her, barely a whisper “Twilight…I…”

But before Rainbow could finish, white light flew from underneath her bed and overtook the two of them.

Three down, Twilight thought, Two to go

***

King Sombra idly watched Twilight through Zecora’s eyes as she foalishly tried to help her friends. But he also had his eyes on the ponies of Ponyville. And he made a decision about the little town:

It had fulfilled its purpose.

***

“Lieutenant!” Mayor Mare cried, horrified, “What’s happening? Why are they doing that!?”

The crystals within the shield that had been keeping everypony in Ponyville had begun to vibrate and glow even brighter.

“Sergeant!” Broadsword called, “Give me an update!”

One of the Unicorn Guards under the Lt. scanned the crystal with his horn.

“Sir! There’s an immense amount of power building up inside! I don’t think the crystal can withstand it! It’s going to explode! And with this many crystals building up this kind of charge…”

He didn’t finish what he was going to say, he didn’t need to.

“How long?” Broadsword asked, keeping his face calm.

“I can’t be sure. Maybe fifteen or twenty minutes”

“What do we do, Lieutenant?” Mayor Mare asked distressed.

“Pray that when Miss Sparkle broke out of here it was to do something that’ll save us,” The Lt. said grimly, “And not just her own precious, purple plot.”

Chapter 14

The six opened their eyes simultaneously, suddenly aware of their positions.

“What in the leapin’ heck is goin on?” Applejack asked.

“Formations, girls!” Twilight commanded, “We’re all back together, and it’s time to finish this once and for all!”

The six sprang into action, setting themselves into ready positions to fight Sombra.

“It’s over Sombra!” Twilight proclaimed, “I’ve saved my friends, defeated their fears, and reunited us all! You can’t hope to stand against the power of our friendship!”

Sombra’s reaction was a long, loud, cold laugh that echoed through the trees.

“Oh, Twilight, how right you are!” The Shadow King said in mocking exaggeration “Truly the hour of my defeat is nigh! But before that, I should note, you still have one more nightmare to get through…”

“No I don’t!” Twilight yelled “I saved all my friends! I beat all the nightmares!”

“Foalish Niece, you still haven’t faced the most terrible of all my nightmares:

Yours.”

With that, King Sombra raised his hooves, slammed them on the ground, and all of reality seamed to shatter around her.

I’m still in the nightmare world! Twilight realized with horror, My nightmare world!

Twilight was falling, endlessly, and a bright light blinding her. When she finally could see again, the sight before her chilled her blood.

She was in the throne room of Canterlot Castle. Before her was Celestia, her tri-colored mane flowing, sitting on her raised throne and wearing a disapproving look.

“Twilight Sparkle!” Celesita boomed, her regal voice not kind or tender, “Even though you have failed me as a student, in my infinite mercy I shall grant you one last chance. Pass a simple trial and you shall move on to the next tier of your training. Fail and you will be banished from this court, this castle, and the lands of Equestria… FOREVER!”

And suddenly, Twilight forgot. She forgot that she was fighting an illusion made by Sombra, that this wasn’t the real Celestia, or that she wasn’t really in Canterlot. This was her nightmare, and it all seemed real to her.

“What do I have to do, Princess?”

The grand door opened behind Twilight, and in walked…

“You will fight five champions of my choosing,” Celestia decreed, “And I chose… The Elements of Harmony!”

In walked Twilight’s best friends, in formation and looking ready to fight.

Oh no…

***

In the real Equestria, the others slowly came back into consciousness.

“Where are we?” Asked Rainbow Dash as she looked around at the crystalline trees.

“Enjoy your rest, my little ponies?” asked a sinister voice.

The five looked over at King Sombra, who was standing there quite confidently.

“King Sombra!” Fluttershy cried, “So you’re the one responsible for all this havoc!”

“And for trapping us in those nightmares!” Applejack added.

“I’LL TEAR YOU TO PIECES!” Rarity yelled.

“Twilight!” Pinkie wailed.

The others spun around and realized that right next to them was Twilight, standing perfectly still with her eyes fully green.

“What have you done to her!?” Applejack demanded to know.

“I did to her as I did to all of you. I’ve trapped her in her worst nightmare. She’ll be trapped in there for the rest of her life, living out her worst fears until her dying days. But you really shouldn’t be concerned about her…”

Sombra gave a simple stomp of his hoof and all around them, eyes in the dark glowed with menace.

“You should be more worried about yourselves.”

***

Rainbow Dash slammed into Twilight, knocking the wind from her as she was sent flying across the room. Before she could even hit the ground, she was punted back across by a strong buck from Applejack, like Twilight was a tennis ball being hit back at an opposing player. Twilight hit the marble floor and tasted blood in her mouth. She looked up to see Rainbow nearly touching the high ceiling. The cyan Pegasus then dove at Twilight, nearly forming a Mach cone around herself as she hurtled towards her friend. But Twilight was too quick, and fired a spell from her horn, striking RD in her wings. The wings snapped shut like mousetraps and their owner’s face twisted in horror as she tried futilely to open them and pull out of her dive. Twilight scrambled out of the way just as Rainbow slammed into the ground with devastating force. Rainbow Dash lay unconscious twitching in the crater, hoisted on the petard of her own inertia.

Before Twilight could pat herself on the back, she felt a sharp pain in her flank. She looked down to see a trio of sewing needles embedded in her side like darts. Rarity used her magic to levitate a whole flurry of sewing needles and shot them at Twilight in rapid succession. Twilight only barely got her shield up in time as the needles ricocheted off in every direction. Pinkie Pie came up next to Rarity and aimed her party cannon at Twilight’s shield. Pinkie pressed the button and the cannon gave a mighty roar as it fired what looked like a piñata shaped like a cartoon bomb. On impact with Twilight’s shield, it exploded with titanic force, hurling candy and streamers in every direction, with Twilight’s shield barely maintaining its cohesion. As she held the shield up, she saw Applejack charging her position from her left. Twilight dropped her shield and rolled to avoid the stampeding Earth Pony. Applejack skidded to a halt, pivoted around, drew her lasso with her teeth, and threw it towards Twilight.

It would have wrapped cleanly around Twilight Sparkle’s neck if she hadn’t used her magic to grab the rope first. Swinging her head around violently, Twilight yanked on Applejack’s lasso, whipping the Earth Pony around with it. Too stunned to let go, Applejack was whirled over Twilight’s head and thrown towards Pinkie Pie and Rarity. An itch in Pinkie Pie’s ear allowed her to sense the attack and slide out of the way of her friend-turned-projectile. Rarity was not so lucky, as Applejack’s bulk slammed into her and sent them both skidding across the throne room. Twilight then fired a magical blast, not at the prone ponies, but at the support pillar next to them. The magenta blast hit the pillar, weakened it, and made it fall towards them. Rarity rolled out of the way in time, but the pillar came down hard on Applejack’s back legs and painfully pinned the orange mare.

Twilight winced as she heard bones break and Applejack cry out, but she didn’t have time to think about AJ’s pain as she was suddenly grabbed from behind and lifted off her hooves. She craned her head to see a full grown grizzly bear had her locked in a bear hug.

“Squeeze her!” Fluttershy commanded, and her bear minion obeyed, driving the air from Twilight’s lungs and she felt her ribcage threaten to break. In front of her, Pinkie Pie was back with a freshly loaded Party Cannon aimed at Twilight and her ursine attacker. Twilight mustered her energy just as Pinkie fired another explosive piñata, this one shaped like a football, and was able to teleport out of the bear’s grip in a burst of magenta light. The bear had a moment to look stunned and confused before the piñata hit him square in the stomach and exploded, knocking the bear head over heels across the room and into a wall. It slumped there, and whimpered weakly.

“Oh my gosh! Are you OK, Harry?” Fluttershy exclaimed as she went to tend to her wounded attack bear.

Twilight reappeared behind another pillar. She flattened herself against it and tried to give herself a few seconds to breathe.

“Two down with three more to go, Twilight,” Celestia called, “And you’re already resorting to hiding? Perhaps I chose my student too hastily? I clearly have if you’re already this tired from this trivial of a battle!”

Twilight felt a twinge of dejection at the Princess’ words. She felt bad to disappoint the Princess’ expectations; she was Celestia’s personal student, after all.

But then, as Twilight was just getting her breath back, it was suddenly taken away as something wrapped around her neck and drew her back against the pillar she was hiding behind. A scarf had wrapped its way around the pillar and was strangling Twilight, held there by Rarity’s magic. Struggling to keep herself breathing, Twilight magically summoned a pair of shears and snipped the scarf in half, freeing Twilight from its choking grasp.

“You fiend! This is Saddle Arabian wool!” The fashionista screamed as she furiously fired a magical blast at the pillar, blasting it apart and knocking Twilight off her hooves. Twilight lay on her side as she looked up to see Rarity over her, about to fire a magical blast down at her. Reacting quickly, Twilight fired first, her beam striking Rarity’s horn just as her own blast was about to come out. The interfering magicks caused magic feedback in Rarity’s horn, which glowed brightly for a second, and then detonated in Rarity’s face. She stumbled backwards and collapsed to the ground in unconsciousness, a smoking stump where her horn had been.

As Twilight got to her hooves, she saw a pink blur out of the corner of her eye and whirled around.

Too late.

“Hey, Twilight! Hoof bump!”

Pinkie Pie put her hoof on Twilight’s chest and the Unicorn spasmed and screamed as electricity from Pinkie’s buzzer surged through her body. Thinking quickly, Twilight used her magic to route all the electricity through her horn and then touched Pinkie’s forehead with it, sending the full charge back into the pink mare. Pinkie’s mane frizzed out in every direction as she gave out her own scream until the buzzer blew up in her hoof, knocking her away from Twilight.

Before Twilight could cast another spell to take Pinkie out of the fight, Twilight suddenly heard a hawk cry out and felt a deep slash along the back of her head. Twilight cried out and put a hoof on her bleeding head as she turned to see a flock of birds, with Fluttershy flying among them.

“Attack!! I mean… If you don’t mind…”

The flock dove at Twilight, a cawing, screeching flurry of sharp beaks and glistening talons. But before they could get to her, Twilight fired a massive spell that encapsulated the entire flock. In a flash the birds were transformed into flower petals, which swirled around Twilight in a gentle breeze.

Enraged at what had happened to her bird friends, Fluttershy dove at Twilight head on, screaming bloody murder. Twilight was getting tired, and she needed to save her magical energy, so she dealt with Fluttershy as simply as she could:

She spun around and bucked Fluttershy in the face as hard as she could.

Blood flew from Fluttershy’s nose and some of her teeth glistened as they sailed through the air. The yellow Pegasus hit the ground, slid a few feet, and didn’t get up.

Twilight was about to make sure Fluttershy was still breathing when she heard a sudden mechanical cocking sound. She turned to find she was dead in the sights of Pinkie Pie’s Party Cannon, barely fifteen feet away. Pinkie Pie wore a devilish grin and raised her hoof to hit the trigger, but Twilight was a step ahead of her. Using a basic telekinesis spell, Twi picked up a piece of rubble about the size of the cannon’s barrel from one of the destroyed pillars and flung it at the cannon. It lodged itself in the barrel right as Pinkie fired the cannon. The backfire was tremendous; evidently Pinkie Pie had elected to load her Party Cannon with cake batter instead of an explosive piñata. When the cannon detonated, it blew tan cake batter in every direction. Twilight flinched as some of the batter splattered her face, but she was unhurt. Pinkie Pie however…

“Ahhhh!! I can’t see!!” Pinkie screamed as she flailed about, covered from head to hoof in batter, “Batter in my eyes! MY EYES!!”

She was cut off as Twilight’s hoof socked her square in the face and knocked her to the ground.

Twilight Sparkle stood victorious over her friends, who lay about the destroyed throne room, unconscious or otherwise incapacitated. She was bleeding, bruised, and tired. But she had beaten them all.

“Not bad,” Celestia remarked, “But not good enough either! Clearly I overestimated the other Elements of Harmony… A final challenge is warranted!”

“You never said anything about a final challenge!” Twilight objected.

“Didn’t I?” was Celestia’s only response.

Twilight’s friends were just starting to get back on their feet when five blasts of black colored magic fired from behind Twilight and struck her friends. They screamed in momentary agony and exploded, leaving fine ash behind. Twilight gaped in horror at the sight and heard a dark chuckle behind her.

“Your final challenge will be a magic duel against King Sombra!” Celestia proclaimed.

She turned to see Sombra himself standing before her, seeming to tower over her, his eyes blazing with dark magic and his fangs barred.

“You’ve only seen shades and illusions of me before, Twilight Sparkle… Now you will see my true power!”

Chapter 15

The other Elements were up to their eyeballs in monsters. Manticores, Timberwolves, Kappas, Giant Vampire Bats, and other horrible creatures were pouring in from every direction.

“We gotta think of something!” Applejack yelled, her voiced muffled by her mouth full of the tail of a Cockatrice as she used it as a makeshift cudgel.

“Well, we’ve got to wake up Twilight! She’ll know what to do!” Rainbow reasoned as she karate-kicked some Timberwolves.

“And how exactly are we going to wake her up?” Rarity asked as she used her horn as a light to drive away some giant bats, “I’m the only Unicorn here and I don’t know a thing about mental spells!”

“We gotta have faith Twilight can get herself out!” Pinkie Pie called back as she bounced around, deftly avoiding the teeth and claws of a dozen monsters “It’s our only hope!”

“We can’t hold out forever!” Fluttershy cried as she used her Stare to keep a pack of Chimeras at bay.

“Then we’ll hold out as long as we can, sugarcube!” Applejack announced as she threw the Cockatrice deep into the brush, where it collided with a pack of gargoyles.

***

He was amazing.

Despite being an evil, sociopathic tyrant… Twilight had to admit he was a genius with magic. During their duel he conjured golems from smoke, manipulated tiny storm clouds inside the throne room, created crystal barriers from thin air, made himself shrink and grow in size, and other magicks Twilight never even imagined were possible.

As Twilight used her magic to move a pillar of marble to block the mouth of a black dragon Sombra had summoned, she knew that she couldn’t win. Twilight was naturally gifted with magic of all stripes and had been studying all her life, but he was older and wiser than her by leagues and far more vicious. And she was tired… So very tired…

“You will fail Twilight Sparkle” Sombra proclaimed, as he dispelled his dragon, “You have no chance against a Unicorn King. You will fail and Celestia will cast you out!”

He’s right, Twilight thought, I don’t have a prayer.

Hey! What’s with all this quitter talk? another voice pitched in, You can’t let this guy beat you!

Twilight was surprised and confused at the presence of another voice in her head, but didn’t have time to ponder on it as Sombra telekinetically tipped one of the pillars over to fall on Twilight. She instinctively caught it with her own magicks, but then Sombra decided to go the extra mile. He fired a blast at the celling and rubble from it fell around Twilight, adding to her weight to hold up. She couldn’t teleport away, because to switch spells would leave the rubble that fraction of a second to crush her. She strained to hold up the weight as Sombra added more and more weight to Twilight’s burden, dropping more pillars and throwing more debris on her.

C’mon Twilight! That voice piped in again, You’ve beaten tougher guys then this!

Who are you? Another one of Sombra’s tricks?

Oh, come on egghead! You know who it is!

And then Twilight realized she recognized that husky voice anywhere.

Rainbow Dash…

And as if summoned by her name, a ghostly image of Rainbow Dash joined Twilight under her prison of rubble, walking through the debris as if it wasn’t there.

That’s my name! Don’t wear it out!

But how?

Oh, we’re never too far away from you, Darling, Rarity said as she entered the scene as well, After all, we’re bonded together by more than just the Elements of Harmony you know.

We’re bonded by our friendship, remember? Fluttershy reminded as she joined too, We’re always in your heart, just like you’re always in ours. And we’re here to help you fight, even if it is a little scary.

“This isn’t real!” Twilight said aloud, shaking her head, “You’re not real! You’re just figments of my imagination!”

Maybe we are, but that don’t mean we ain’t right, sugarcube, Applejack said, crossing her legs in her signature pose, And Fluttershy hit the nail on the head: what you’re doin’, fighting this Sombra fella, is scary stuff. And that’s what he wants: to scare ya.

Twiiiiiliiiiight! Twiiiiiliiiiight! I am the ghost of Pinkie Piiiie! And I’ve come back with a waaaaarniiiiiing!!

PINKIE! The other four scolded.

Sorry, Pinkie apologized, Seriously though, all Sombra-puss has been trying to do ever since he showed up is to make us scared. To make you scared, Twilight.

And you’re not scared of us, are you Twilight? Asked Rainbow Dash.

“No…”

And you’re not scared of Sombra? Rarity inquired.

“Yes! I mean… No… I mean…”

He is pretty scary… Fluttershy mentioned.

But he ain’t what she’s really afraid of! Applejack said, So Twilight…

What

Are

You

Afraid

Of?

Twilight’s thoughts turned to Princess Celestia, her teacher, who stared down at her as she struggled to fight an opponent she could not hope to defeat. She thought of the look of bored, disinterested disappointment that must have been on that face. And then she thought of something Celestia had said once:

You are a wonderful student, Twilight. I don't have to get a letter every week to know that.

It was what Princess Celestia told her when her first Friendship Lesson had come in late. She realized that one of her great struggles had always been her desire for the Princess’ attention and respect, and that her greatest fear was losing that respect from a pony who was like a second mother to her. But that brought its own realization: that deep down she had never felt she was worthy enough to acknowledge that she already had that respect.

This revelation brought her strength, and with that strength she used her magic to blast the piled detritus off of her in a fantastic explosion.

“What!?” Sombra exclaimed.

Twilight opened her eyes to face Sombra, a new fire burning in her eyes. And, as if to acknowledge her victorious epiphany, her pain receded as her wounds healed. In mere moments, Twilight was completely restored without a scratch on her.

“How are you doing this!?” Sombra demanded.

Twilight didn’t waste a word, she just charged all her energy into her horn and fired. The magic slammed into Sombra and he shattered into millions of shards like a black crystal mirror, screaming in rage.

Twilight looked around and saw the ghostly images of her friends regain their solid form as they grinned at her with approval. Twilight then turned to Celestia and found she still wore her cold expression. But it lasted only for a moment, and then it melted into a smile.

“Well done, Twilight,” Princess Celestia’s cold demeanor was gone and replaced with her familiar warmth, “You have passed my test. As I knew you would.”

Twilight smiled as the world was overcome by white light.

***

Twilight’s friends were desperately huddled around Twilight, making a protective phalanx around their catatonic friend, as they were surrounded on all sides by the creatures of the Everfree Forest.

“Well, I guess this is it,” Rarity said glumly “I would have preferred to meet my end somewhere with more silk sheets, but… At least we’re together.”

“Ya know Rainbow, you and Fluttershy could always make a break for it though the canopy,” Applejack pointed out, “We wouldn’t blame ya.”

“I’ve never abandoned my friends before, and I don’t plan to start,” Rainbow Dash said defiantly as Fluttershy nodded in agreement.

Pinkie Pie reached out and took Rainbow Dash’s and Rarity’s hooves in both of hers. They took the hint and all five friends locked arms around Twilight.

“Finish them!” Sombra commanded.

Sombra’s monsters rushed, but as the friends prepared for the worst, a bright white glow erupted from the middle of the six friends. The hordes of creatures were stunned, the Shadow King himself hissed, and the Elements felt a rush of energy flow through them. Squealing, screeching, and howling, the monsters fled the bright light, retreating back into the forest. Twilight’s eyes, once dull green, now blazed white and without pupils. She floated above her circle of friends as they gave her power and she gave it to them in return.

“What is this!?” Sombra hissed, shielding his eyes from the light.

“This is the end for you, Sombra,” Twilight intoned, her voice having a strange echo effect, “My friends and I have conquered our fears. And so, you have no power over us.”

“No…” Sombra whispered “No! NOO!! I have suffered enough! Now you will suffer, Twilight Sparkle!!”

With that, the illusion cast over Zecora ended, and the zebra fell unconscious. Back in Ponyville, the crystals that were only seconds from destroying everything stopped. The shield fell. Sombra retracted all his magic into himself, and fired a monstrous, black energy blast from the Crystal Tree at the six friends. Twilight used her horn as the focal point for all her untapped magical energy and the energy provided by the love and strength of her friends and unleashed it all in a titanic blast of her own.

Blackness of Hate collided with magenta of Friendship as the two hit each other. It became a struggle as the two Unicorns pitted their wills against each other.

But Sombra was alone, had only himself to draw upon.

Twilight was not.

She overwhelmed Sombra’s magic and, in a scream of rage, Sombra’s tree was engulfed in the magenta magic and detonated with tremendous force.

***

Ponyville was rocked by an explosion, not from within the town, but from the shockwave of the explosion in the Everfree Forest. Windows rattled and the ground shook as the mushroom cloud from the detonation expanded high into the sky. The force of it was such that the clouds that had blanketed Ponyville were blasted away, letting the sunshine spill over the anxious town. There was a few seconds of complete silence, and then the town as a whole erupted into thunderous cheering. Stallions laughed, mares wept with joy, and the fillies and colts danced in the streets. No one was sure of what exactly had happened, but they knew they had been saved.

Only Spike did not raise his voice. He looked toward the slowly dissipating cloud with anxious eyes, his claw grasping the scroll he had written less than an hour ago.

“Twilight… Please be ok…”

With puff of Spike’s magical breath the scroll was away, uninterrupted by dark magic this time.

Chapter 16

The six friends were scattered about by the blast, covered in a combination of dirt, leaves, and crystal powder. Twilight was the first to get to her hooves.

“Is everypony alright?”

“I’m fine! Not a scratch!” Rainbow Dash said confidently as she picked herself out from under some debris.

“Me too,” Fluttershy said as she flew over to help Rainbow.

“My coat!” Rarity cried in dismay as she tried to dust her coat off with one hoof, “I’ll need to get myself re-groomed after this!”

“I’m here, sugar cube!” Applejack said as she replaced her hat back on her head.

“Does anypony else feel a sense of déjà vu?” Pinkie Pie asked “…Oh well, I guess it’s nothing.”

The friends were dirty and exhausted, but victorious nonetheless.

“Do you think it’s really over?” Fluttershy asked timidly, looking over towards the burnt remains of the Crystal Tree.

“No way could anypony have survived that!” Rainbow Dash commented.

“Ah reckon we can stick a fork in him,” Applejack remarked “Cause he’s done!”

“At least now things can get back to normal in Ponyville,” Rarity said with satisfaction, “Celestia knows I’ve been absolutely frazzled ever since this all started! I’ll need the full spa treatment when we get home!”

“First, I need to throw my ‘We Defeated the Evil King Sombra’ party!” Pinkie exclaimed, “We did one after we beat him the first time, but how many chances are we going to get to throw two of these!”

“Maybe we can throw it tomorrow, Pinkie,” Twilight sighed exhaustedly, “Because I’m completely-”

But suddenly, from beneath the wreckage of the Crystal Tree, Sweetie Belle arose. She had purple energy coming from her green eyes and a red horn in her teeth. She charged at Twilight Sparkle. The six were so tired from everything that had occurred that they didn’t even notice her until she was five feet from them, and even when they noticed, their reflexes were too dulled to react in time. Sweetie Belle plunged the horn into Twilight’s chest. Twilight gave a short gasp, and when she looked down, she saw no blood. Instead, when Sweetie Belle let go, the horn seemed to burrow its way into Twilight’s chest of its own volition, bubbling purple and green as it did so. Sweetie Belle collapsed into unconsciousness and Twilight thrashed in pain as Sombra’s life force left the filly and tried to infect the purple Unicorn. Rarity knelt next to her sister, and the others grabbed onto Twilight.

“Twilight!” Applejack yelled “What’s happening to you?! What do we do?!”

Twilight felt Sombra inside her, he burned and froze at the same time, trying to seize control of her.

“You thought you could stop me, my foalish niece!” Sombra declared, not in her mind, but through Twilight’s own mouth, “You thought any of you could stop me!”

“No!” Twilight cried, temporarily regaining control, “He’s in my mind! He’s trying to… Control me! AAHHH!!”

Twilight twisted and flailed as if having a seizure, screaming in agony as Sombra’s life force dug into her mind and soul.

“Fight it, Twilight!” Rainbow Dash shouted at her, “You’re stronger than he is! You can do it!”

“IDIOTS!” Sombra bellowed with Twilight’s mouth. Sombra unleashed a pulse of magic that blew all of Twilight’s friends off their hooves and knocked them to the ground some distance away.

“You’re very powerful, Twilight. I see why Celestia chose you!” Sombra commented, looking down upon his new body “But now your power, your very soul will be mine!!”

“NO!!”

Suddenly a bright light shined upon the scene from above. Everyone looked up to behold a beautiful and terrible sight: the two Princesses of the Sun and the Moon, glowing brightly with righteous fury.

“Ah! Celestia!” Sombra called from his new vessel as Twilight’s eyes now sporting the signature purple energy, “So good to see you after so long! I had hoped our next meeting would be on more favorable terms, but beggars cannot be choosers…”

“I pray thee stand back, Elements of Harmony!” Princess Luna called to the ponies below with her traditional Canterlot vocabulary, “Mine sister and I shall vanquish this blackguard once and for all!”

“You cannot hope to escape, Sombra,” Celestia informed him coldly.

“Perhaps, perhaps not,” Sombra said, “After all, I’m the one in the far better bargaining position. Let me escape and I’ll release your precious student. Try to stop me, and I’ll tear her soul apart.”

“You know I can’t allow that.”

“No, I suppose you can’t. Say goodbye to-”

But the Princess interrupted him by swooping down and stabbing him in the chest with her horn.

Sombra cried out in agony as Celestia’s horn shined yellow as the sun.

“I will draw you out, Sombra!” Celestia declared “Like poison from a wound!”

“If I go, she dies!” The Shadow King threatened as he flailed in pain.

“No…” Celestia snapped, sweat pouring down her face as she strained, “You’ve taken so many from me, but you will not take HER!”

The princess’s power coursed through Twilight’s body, gathering the dark energy of the evil king. Sombra’s scream turned into Twilight’s scream as the Sun Princess withdrew her horn from her student’s chest. Twilight collapsed to the ground and Celestia’s horn crackled with angry black energy, the collected life force of King Sombra.

“Goodbye, Sombra…” Celestia’s tone could have cut iron, “Forever…”

She pointed her horn skyward and fired a mighty black bolt of magic straight up. The collection of dark magic that was once King Sombra gave a final, long, furious scream as he sailed into the sky, beyond the clouds…

And was gone.

Celestia fell to one knee, but was picked up by her younger sister.

“Where did you send him?” Luna asked in her modern accent.

“As far as I could,” Was her sister’s simple, tired answer.

Chapter 17

Twilight finally came back into consciousness in the confines of her own bed. Looking around, she could see balloons, “get well” cards, candies, pastries and books had formed a nearly impenetrable blockade around her bed. But there was a single chair, directly to her right, that contained exactly who she needed to see.

Spike was dozing off, his head lying on Twilight’s bed, with a thin line of saliva trailing from the corner of his mouth.

She put her hoof on top of his head and shook him gently.

“Twilight…?” the dragon muttered still half asleep. When he saw her up, he snapped awake.

“TWILIGHT!” He leapt out of his chair and into a her embrace.

“Spike…I’m so glad to see you again.”

“Ditto! You’ve been unconscious for three days! Everypony’s been so worried!”

“Three days!?” Twilight was horrified by this prospect. Catatonia was no excuse for tardiness, after all.

“Yeah, everyone’s been waiting for you Twilight! You gotta see Ponyville! It’s amazing!”

***

Twilight needed a little help getting down the stairs of the library since her legs were stiff from not being used. But outside was a wondrous sight. The town, so near total collapse when Twilight had seen it before, was well on its way back to being re-built. All around her she saw ponies of all stripes coming together to re-build their lost homes and businesses.

Applejack was leading a ground of Earth ponies as they pulled up the wall of a 3 story building.

Rainbow Dash was zipping along at top speed, hammering and drilling wherever in Ponyville she was needed.

Fluttershy directed dozens of her animal friends as they helped carry lumber and move equipment.

Rarity was hanging festive banners everywhere to keep the mood cheerful.

Pinkie Pie was playing her instruments and singing away, much to the delight of all.

The reunited Cutie Mark Crusaders tried to gain their cutie marks in construction by helping repair damaged walls.

And Zecora, looking none the worse for wear considering her possession, was tending to injured ponies lining the streets, giving them herbal remedies and sagacious advice.

Twilight was smiling broadly, happy to see her home getting back on its hooves again.

“None of this would have been possible without you.”

Twilight jumped. Princess Celestia appeared to her right, seemingly out of nowhere.

“Princess Celestia!”

“Hello, Twilight” The Princess greeted with a smile, “It’s good to see you up and about. I’ve been here, waiting to see you.”

“You’ve been in Ponyville for three days? What about Canterlot?”

“Luna has things well in hoof back in Canterlot. I needed to attend to the health of my personal student. When Sombra possessed you, he could have done some serious damage to you. I wanted to be near, in case anything went awry. But you seem to be recovering just fine!”

“Princess… Sombra told me some things about himself…” Twilight wasn’t sure she wanted to go down this road, but she wanted to know too much to let it go “And about Cadance…”

The Sun Princess hung her head.

“I suppose he would, wouldn’t he?”

“Is it true?”

“I don’t know how much he told you, Twilight, but Sombra would have no reason to lie. He is Cadance’s relative. And yours now too.”

“I was only barely myself when you arrived Princess, but I could see through my eyes… You were so angry…”

“King and Queen Cadenza were very good friends of mine” Celestia stated, her voice growing hard “And he killed them… That’s why I’ve taken care of Cadance until now and why I’ve given her back her Empire.”

The moment passed in silence.

“But that is in the past Twilight Sparkle” Celestia said, her good humor back “We can all look forward to the future. A future without King Sombra to cast his shadow over it, thanks to you and your friends.”

Celestia took several steps away from Twilight.

“Now that I know you’re safe, I should probably return to Canterlot.”

Celestia opened her wings to take off.

“Princess, wait!” Twilight interjected.

“Yes?” Celestia put her wings back down.

“Can I give you a quick friendship report?”

“… Of course, my dear Twilight; tell me what you’ve learned.”

“I learned that everypony has fears. Sometime they’re external fears like scary creatures or getting hurt, or internal fears like loneliness or rejection. But all of these fears can be laid to rest with the help of a good friend, because friends are there to shoulder each other’s burdens as well as share their blessings. And together, friends can have the courage to face anything!”

“A very wise lesson, Twilight,” Celestia complimented “And speaking of your friends, I think they see you.”

She pointed her fore hoof over Twilight’s shoulder and saw her friends galloping her way.

“I understand Pinkie Pie delayed the ‘We Defeated the Evil King Sombra’ Party because you were unconscious,” Celestia mentioned, “I’m sure they’re all looking forward to that.”

With a mighty whoosh of her wings, Princess Celestia took off into the blue sky, heading back towards Canterlot.

With her friends nearing, Twilight Sparkle just looked towards the sky, a big smile spread across her face.

Everything was going to be alright after all.

THE END

Chapter 3

Applejack strode into Ponyville General Hospital, where her Unicorn and Pegasi friends were waiting for her. Twilight was nervously clapping her hooves together as she sat, Rainbow Dash was pacing a lazy circle near the ceiling, Fluttershy was sitting quietly, and Rarity was perusing a fashion magazine, but careful inspection saw her eyes weren’t moving.

“How’s Pinkie?” Applejack questioned.

“She’ll be alright” Fluttershy said “The doctor says she’ll have to stay the night and spend the next few days taking it easy, but there’s no permanent damage”

“Good thing too,” Rarity said, putting her magazine down, “We were quite lucky; that could have gone a LOT worse.”

“That wasn’t luck!” Rainbow Dash said, “That was all awesomeness! Thanks to us, this town’s got three less Timberwolves to worry about!”

“But why did we have ta worry about those Timberwolves in the first place?” Applejack questioned “What were they doin’ chargin’ through town like a jackrabbit on barbecue day?”

“Applejack!”

“Beg pardon, Fluttershy, I didn’t mean no offense... Anyway, I challenged’em right ta their face in the market and they ignored me! They went flyin’ right over my head!”

“Maybe they were just sick,” Rainbow Dash dismissed offhand, “Like rabid or something…”

“Or maybe they were driven out of their homes,” Fluttershy added, “By a bigger animal, like a hydra or a d-d-dragon…”

“What do you think, Twilight?” Rarity asked, suddenly noticing Twilight’s silence since they had arrived at the hospital.

“I think it was after something.”

There was a pause as her friends stared at her.

“What do you mean, Darling?” Rarity said, “You don’t think that Timberwolf was after you do you?”

“What other explanation is there?” Twilight asked, turning a little grim, “It went past all of you, didn’t stop until it got to the library, and then it focused its attack on me. It didn’t attack you guys when you were restraining it, it just kept trying to come after me.”

Another pause as the friends thought over this. They all knew it was true, was the only thing that made sense, but they didn’t want to believe it.

“But that doesn’t make any sense!” Fluttershy interjected, “Timberwolves don’t hold grudges or wanna murder anypony! That’s not how Timberwolves act!”

“You’re right, Fluttershy,” Twilight admitted, “It’s not how they act. Not how normal Timberwolves act at all. But I don’t think those were normal Timberwolves.”

“What the hay does that mean?” Rainbow Dash asked incredulously.

“There was something wrong with the one that attacked me,” the purple unicorn explained, “I could see it in its eyes. Something… Evil.”

The word hung in the air, like smoke.

“So… What do we do?” Fluttershy squeaked.

“There’s nothing we can do for now,” Twilight admitted, walking towards the door, “I’m going to head back to the library, clean things up, and do some research. I’ll see your guys later.”

As she exited through the sliding doors, the other Elements of Harmony turned to each other.

“That wolf really shook her up,” Applejack observed.

“Maybe we should go after her?” Fluttershy put forth.

“No girls,” Rarity said “I understand how she feels. That wolf came very close to killing her. Just like the one in front of my boutique nearly had me. We should just give her a little space. If you’re still worried, we shall see her tomorrow, but for now we should give her time.”

The other three nodded solemnly.

***

When Twilight got home to the library, she found Spike doing his best to pick up the mess left over by the battle earlier.

“Twilight!” The baby dragon exclaimed when he saw her, “Where have you been? What happened here!? I went out for a quick trip for some amethyst and when I get back it looks like Applejack lassoed another tree branch in her! And then blew it up!”

“We were attacked by a Timberwolf, Spike. It came crashing through that hole and tried to eat me.”

“Holy Guacamole!” Spike exclaimed, his annoyance turning into concern, “Are you OK? Did you get hurt?”

“I’m fine, but Pinkie Pie got a head injury protecting me from the wolf.”

“Oh, poor Pinkie Pie!”

“She’ll be OK. Look, you clean up the mess and I’ll try to patch that hole in the wall.”

***

Using her magic, she managed to reassemble a part of the wall and put a magic shield over the rest of it. As night descended, she had Owlowiscious carry a letter to a local construction company, asking them to come fix the wall the next morning.

As Spike picked up the rest of the detritus littering the library floor, Twilight went into full on research mode. She poured over books on Timberwolves; their origins, environments, and habits.

The more she researched, the less the attack made sense. Timberwolves were territorial creatures; they wouldn’t leave that territory undefended, unless it was to hunt prey in extreme circumstances. And they avoided towns and cities, preferring to use their natural camouflage and powerful build to ambush prey in dense forests. But all this proved was that the attack was outside the norm for Timberwolves; it didn’t give her any ideas about what might have caused it, or what that look in the Timberwolf’s eyes might have meant.

As the night wore on, Twilight continued looking through her books, but with no direction; no clue where to go with her research. Even after Spike cleaned the library floor and went to bed, she spent hours stabbing aimlessly at any kind of lead, from migration patterns, to the effects of the phases of the moon on them, to myths that they were created centuries ago by a powerful Unicorn who was a spiritual link to the forests of Equestria.

By the time the young mare crawled into her bed, she had even more questions than before. It disquieted her for her research to fail so severely. Twilight knew somehow that this wasn’t the last of it. There was an itch in her mind that told her troubles were far from over. And she had no idea what was coming, or how to stop it.

She was truly lost in the darkness.

Chapter 13

Twilight still wasn’t quite used to opening her eyes in a different place every time she jumped and this time was no easier. When she opened her eyes she was in an extravagant hallway. She thought for a moment she was in the Canterlot Castle, but the architecture was different. Dotting the hallway were huge white marble statues of a Unicorn… But not just any Unicorn.

“Rarity…” Twilight breathed.

“Twilight!”

Twilight jumped in fright and spun around. Behind her was the white mare she was looking for. Rarity was sporting an amazing dress, along with a fancy tiara and diamond necklace. She positively sparkled in the light.

“Darling! It’s so good to see you! It’s…” She faltered, momentarily but noticeably, “Been so long…”

But then her front was back and she smiled broadly.

“Don’t just stand in the entrance hall! Come in!”

On guard, Twilight followed her fellow Unicorn, trying to figure out what her nightmare was. But she assumed that much like Rainbow Dash, it would become evident soon.

***

The pair went on a short tour of Rarity’s home, where Twilight got the full scope of the place. It was a massive mansion, on par with anything in Canterlot, white marble glistened everywhere. Statues and fountains dotted the manor and everything was pristine. The two finally retired to an outdoor patio, where the adjacent garden was visible, and had afternoon tea. Rarity began to talk Twilight’s ear off, going on about her successes in fashion, all the money she’s been making, and all the famous people she’s met and designed for, but Twilight only paid it half a mind. Her keen instincts were at work, trying to figure out the subtext of Rarity’s nightmare.

And then it struck her. There had been a stillness to the mansion as they’d toured it. But it wasn’t one of calm or orderliness, it felt more like…

“Rarity” Twilight said, interrupting her friend “Where is everypony?”

“What?”

“This is a big house. You can’t be taking care of it all by yourself. Who else is here?”

“There’s a cleaning staff that come by once a week. They keep everything tidy.”

“And…?”

“And what, darling?”

“What about anypony else?” Twilight pressed, “Like Sweetie Belle?”

“Well… Sweetie doesn’t visit anymore. She’s with Mother and Father more often now, so...”

“What about our friends?”

“Ah, yes… Well… You know how it is…” Rarity began to avoid eye contact, looking down at her teacup “With my schedule being what it is, I just… Don’t have time to pencil anypony in… Because I’m just so… Busy…”

“If you’re so busy, then why have we spent the last thirty minutes on a tour of your house?” Twilight questioned “Don’t you have a lot of work to do?”

Silence.

“Or could it be that nopony has answered your calls?” Twilight asked.

“Well, you know how it is…” Rarity was giving Fluttershy a run for her money in terms of quietness, “I’m sure they’re all just busy…”

“And they haven’t been in contact with you ever since your career really took off, have they?”

Rarity lowered her head.

“You’re all alone in this house, aren’t you?”

Rarity nodded, her façade beginning to completely fall apart. Her crushing depression, hidden behind walls of class and a lively attitude, began to radiate out of her.

“It feels like it’s been years since I’ve seen anyone I truly care about. My clients, their assistants, my fans, the journalists… None of them really care about me. They just love me for my status and my money,” Rarity confessed, getting chocked up “My friends… My family… No one I love comes near me anymore. Scared off by what I’ve become! A monster! A greedy, greedy monster!”

Rarity pounded her hoof on the table, knocking her tea aside.

“I pushed away everypony I love for this!” She swept her hoof around, “And I hate it! I’d trade it all back in an instant! But who would take me back now!? NOPONY!!”

Rarity officially lost all control at that point, howling in sorrow and covering her face with her forehooves.

Twilight was nonplussed, completely taken aback by this sudden release of emotions.

Twilight got ahold of herself though, she needed to help Rarity through her fear, and she thought she had a good idea how to do it.

“Rarity…” She said in a consoling voice as she put a forehoof on her friend’s shoulder “You’re not like that.”

“Oh, Twilight!” Rarity cried “Don’t try to make me feel better! I deserve this! I’ve always been greedy, self-centered, shallow…”

“And you’ve also been kind, loyal, and generous!” Twilight interjected “You made us all dressed for the Gala out of your own pocket, you got us to go cheer for Rainbow Dash at the Young Flier’s Competition, and you stood by us against the rich snobs at the Canterlot Garden party! You’ve made mistakes Rarity, just like all of us, but that doesn’t mean we don’t love you!”

Rarity looked up at her friend, her tears causing her make-up to run.

“Oh, Twilight… I just… I’m so scared sometimes… That I’ll act on my base instincts and drive you all away…”

“You won’t… You’re better than that. You’re not perfect, but you’re still a ‘Rarity’!” Twilight said, borrowing the pun from Applejack.

“You’re right. Twilight!” Rarity said, standing tall and using her magic to rip her dress away “I need to believe in my own strength, that I’ll make the right decision. And that even if I don’t, my friends will be there to help…”

As the world began to fade into white, Twilight prepared herself.

Just one more to go

***

Twilight opened her eyes. She had half-expected to be on Pinkie’s family rock farm. But she was very surprised to see herself in Ponyville, looking better than the real Ponyville had in days. Looking around, she couldn’t seem to find anything amiss. Wondering for a brief second if she had somehow been mentally displaced somehow, her fears were dispelled when she heard Pinkie Pie’s familiar polka song. She looked around to see Pinkie Pie playing her ten instrument ensemble, jumping wildly and dancing for all to see.

But nopony paid any mind to her.

In fact, now that she paid some mind to them, Twilight realized that the ponies of this Ponyville weren’t normal. No one seemed to be in a good mood. Everypony went about their business, but they were oddly quiet about it; no happy chatter, no laughing, not a smile to be seen. And no one seemed to even notice Pinkie Pie’s desperate attempts to cheer everypony up. Before Twilight could open her mouth to signal Pinkie, the pink mare had abandoned her instruments and zipped off. Twilight took off in hot pursuit.

As Twilight rounded a corner, she saw Pinkie following Cheerilee.

“Hey Cheerilee!”

“Pinkie…” Was the teacher’s only greeting.

“It’ll be exactly three years in forty two days that you first started teaching in Ponyville! Can I sing you a song?”

“No.”

It was flat, definite, and immutable.

“But, you’ve-”

“I am very busy Pinkie Pie, and I don’t have time for one of your songs!” Cheerilee said as if she were a scolding one of her misbehaving students. With that she trotted off, leaving Pinkie behind.

With Cheerilee an obvious miss, Pinkie changed course and made a beeline for Rose’s flower stall.

“Hey Rose!” Pinkie greeted, sounding more than a little desperate, her friendly smile starting to falter into a grimace, “Your dahlias are looking good!”

“Three bits for the dahlias, two bits for everything else,” Rose said flatly.

“Oh, I’m not buying. I just wanted to-”

But at that, Rose broke eye contact and looked annoyed. Pinkie tried to move back into her eyesight, but Rose kept shifting her eyes.

As Twilight watched from a distance, she noticed that Pinkie’s hair lacked its usual fluff and was long and straight. This was usually indicative of extreme sadness. Pinkie tried desperately to interact with half a dozen other ponies, but the result was always the same:

“Go away”

“I’m busy”

“Move it!”

“Do you mind?”

And Twilight realized Pinkie’s fear: she was trapped in a world that was without smiles and didn’t want them. She pondered how to help for a moment, and then approached Pinkie Pie.

“Hey, Pinkie.”

“Yeah, yeah, I know,” The Earth Pony replied glumly, “I’m disturbing the peace and need to be quieter…”

“Actually, I wanted to talk to you for a bit”

Pinkie Pie looked up, a little hopeful because Twilight wasn’t outright rejecting her.

“Yeah? What about?”

“Well, Pinkie, about you making people smile like you do,” Twilight sat next to Pinkie, “I know it makes you happy to make others happy, but sometimes ponies have other things to do. Sometimes smiles aren’t the answer to everything.”

Pinkie Pie gasped as if Twilight had blasphemed.

“Hear me out!” Twilight said, calming her friend down, “It’s like… Sweets!”

Pinkie Pie raised an eyebrow.

“Things that are sweet are yummy, but aren’t they yummier when you haven’t had them for a while? Too much of a good thing dilutes the joy of it.”

“Yeah,” Pinkie Pie said aloud, putting her hoof on her chin, “And it would really water the experience down too.”

“That’s… Yeah, it would,” Twilight said, giving up before she lost her momentum, “Or think about how nice the sunshine is. Isn’t the sunshine only really good because there’s cloudy days?”

“I suppose,” Pinkie Pie said, a little more assured.

“So it’s OK if you can’t make everyone smile all the time Pinkie, because you’ll get plenty of chances for smiles!”

Pinkie’s mane re-inflated to its usual cotton candy proportions.

“I hadn’t really thought of it like that! Thanks Twilight!”

And as the light engulfed them both, Twilight amped herself up for the final battle

Last stop, King Sombra…

Coda

Darkness.

Darkness was the only thing that surrounded him as he drifted aimlessly through the depths of space. It didn’t matter that there was no heat, since he wouldn’t have felt it anyway. It didn’t matter that there was no sound, since he wouldn’t have heard anything. It didn’t matter that there were pinpricks in the distance, stars and planets a billion, billion miles away. Because only one of them had Equestria. Only one of them had the Crystal Empire or Canterlot.

Twilight Sparkle and Princess Celestia…

It was really no different from being trapped in the ice in the far north. He once again had only his thoughts. And his thoughts were only of revenge. He had been so close he could have tasted it. If Twilight Sparkle had been a bit weaker, her friends would have all been slain, their precious town would have been a smoking crater, and Sombra would have been mere days from being able to manifest into a physical body again. And then, with the creatures of the Everfree at his command, he would have marched on Canterlot. With his army, he would have defeated the Princesses and heralded his dark dominion over all of Equestria.

So many ‘would have’s…

Twilight Sparkle and Princess Celestia…

He did not know how, or when, but Sombra knew he would have his chance again. Perhaps in another thousand years, perhaps in another hundred thousand years…But he would get another chance… And then his enemies would know fear. They would rue the day they defied King Sombra, the Last Unicorn King. But until then, he would wait… And keep his focus…

Twilight Sparkle and Princess Celestia…