He-Man, My Little Pony 1. The Comet

From the depth of space, a comet came hurling towards the peaceful world of Equestria, a glowing, dark violet sphere that left a blazing blue trail of light in its path.

Princess Luna awoke from her sleep with a startled gasp. She leapt out of bed and walked to the window of her room in Canterlot. "A comet…" she murmured as she looked outside, at the morning sun. In her head, she recalled the vision she had just seen in her dream. "It is approaching us…"

Afraid that her dream might come true, she ran out of her room and towards the great hall, where she knew her sister to be, even at this early hour. "Celestia!" she shouted. "I just dreamed…"

Celestia turned away from the conversation she just had with the captain of her guards, an elderly grey pegasus stallion. "Yes, sister," she nodded. "I had the same dream… and I fear it is much more than just that. The comet exists… and if it continues on its path, I'm afraid terrible things will happen to Equestria."

"Wh-what?" Luna gasped. "It will really impact Equestria? When? How much time have we left? And what will happen?" The princess of the moon nearly had a panic attack on the spot.

Celestia sighed. "Please relax, Luna… I need you to be focussed and calm while I'm gone."

"Gone?" Luna gasped. "What do you mean? Where are you going?"

"Royal astronoms have calculated that the comet will, in fact, NOT impact Equestria… instead, it will fly past our world and hit… the sun."

"The… the sun?" Luna wondered. "But… will that even be a problem? Meteors have often hit the sun and were simply engulfed and destroyed by the flames."

"This time is different," Celestia said. "This comet is bigger than any we've seen before, it's even bigger than the moon. Also, this comet is surrounded by a very powerful, magical aura. I'm sure you felt it, even during your sleep…"

Luna nodded. She had felt something, but she wasn't sure if it had been just her imagination. "A comet filled with a strong magic force that impacts the sun…" she muttered.

"Even I cannot predict what exactly the results will be, but I can say that Equestria will never be the same. Maybe the magic is even powerful enough to… destroy the sun. You know as well as I do that our world cannot exist without its warmth."

Luna nodded with a sigh. Back when she had been Nightmare Moon, she had the foolish plan to shroud Equestria in eternal night… If she had actually succeeded, it would have had disastrous results to nature and the whole planet itself.

"You see, the comet must be stopped," Celestia said. "And you know that the only way to do that is for me to fly up to the sun and stop the comet. With some luck, I might be able to steer it off its route or even destroy it."

"But… wouldn't that reduce the comet to smaller meteors that might still be dangerous when they fall down on Equestria?" Luna asked her big sister.

"Of course I will try to avoid that, but it's still a better solution than having the sun destroyed."

"Take me with you!" Luna then pleaded. "Together, we might have a bigger chance of winning."

But Celestia shook her head. "No, Luna! You must stay down here and take care of everything while I'm gone. Someone needs to guide the ponies of Equestria in my absence and keep control over the exchange of day and night. Should I fail… Equestria cannot afford to lose both of its rulers."

"NO! Don't say that, Celestia!" Luna cried. She ran at the older princess and leaned her neck against Celestia's. "Please don't say that… I've spent 1000 years alone, without you… you can't leave me again…"

"I have to, Luna," Celestia said in a sad voice as she rubbed her head against her sister's. "I am the most powerful alicorn on this world… no one else can do it. Please understand…"

Luna held back some tears and sniffed. "Y-yes, Celestia… I understand…" she whispered.

Celestia smiled at her, then turned to face the captain. "You understand what I've told you just now?"

The large stallion nodded. "It will happen as you said, Your Majesty!"

"Thank you!" She turned back to Luna one last time. "Luna… dear sister… I don't know if I'll return… and if I do, I don't know when… so do your best while I'm gone. I know you can do it. I wish you all of luck in Equestria… goodbye!"

By now, Luna couldn't hold back the tears anymore. "G… goodbye, Celestia…" she sobbed.

And then, Princess Celestia spread her majestic wings, flew out of the window, out into the bright skies and upwards, higher than any pegasus could ever hope to fly, into outer space, towards the sun and the comet that was approaching it.

Luna looked after her. "Good luck…"

"Princess Luna?" the captain addressed her. "I'm awaiting your orders."

"Try to calm everypony in the castle," Luna said in a voice that was barely more than a whisper. "And excuse me for a moment. I… need to write a letter."

* * *

The ponies of Ponyville were staring up into the sky, at the strange glowing object that was slowly approaching the morning sun in the East… and the brilliant, shining star that was rising up from Canterlot. Even from down here, the comet was clearly visible in the morning sky. Naturally, unrest and confusion were spreading throughout the population.

Twilight Sparkle was standing in front of the library, looking up at the sky just like any other pony. Next to her, her faithful assistant and dragon friend Spike was standing.

"What do you suppose happened?" Spike wondered. "What is that purple thing?"

"I don't know, Spike," Twilight sighed. "Although I hope Princess Celestia does… see that small sparkle? That was certainly her. But at the moment, I wish she was here to tell me what to do…"

Spike wished he could do anything to cheer the insecure pony up. He wanted to give her some reassuring words, but before he was able to say anything, he felt a familiar feeling churning up in his throat.

"BURP!" With a strong belch, he exhaled a green plume of dragonfire, in which a single scroll appeared. It fell to the ground, and Spike leaned down to pick it up.

"It's a letter… from Princess Luna?" he wondered.

"What? Let me read…" Using her magic powers, the young unicorn levitated the piece of parchment out of Spike's scaly paws and in front of her eyes.

She let out a gasp after reading the letter. "Spike… we need to go to the mayor! We need to hold a meeting at city hall… this is more important than I thought."

* * *

Soon enough, everypony was standing in the grand pavillon in the town square. In the front row, Twilight's closest friends were standing: Applejack, Rainbow Dash, Pinkie Pie, Rarity and Fluttershy.

"What do you think could be so important that Twilight and the mayor made everypony come here this early in the morning?" Rainbow wondered.

"Ah dunno, sugarcube," Applejack shrugged. "But ah reckon it might have to do with the purple thing up there in the sky. Ah sure do wish ah knew what that thing is…"

"Oh! Oh! I know!" Pinkie Pie shouted excitedly. "It's a big, colorful baseball thrown here by a race of sportive aliens… and they expect us to hit it back, so that's why Princess Celestia is flying up there… to hit it with the biggest baseball bat in Equestria!" She grinned.

Her friends all facehoofed. "Whatever it is, I'm pretty sure THAT's not it, darling," Rarity sighed.

"Everypony, please listen up!" the voice of Twilight interrupted them. "I know you are all very nervous and confused, so let me tell you everything I know." She magically pulled out the scroll she had read the same morning. "Princess Luna sent me this message in which she explained everything to me, and she wants me to inform you about the situation Equestria is currently in. The purple thing in the sky is a comet… a comet that is flying towards the sun."

A collective gasp came from the audience. Several shouts and outcries such as "This can't be true!" or "We're doomed!" could be heard.

"Please calm down, everypony!" the mayor shouted. "I'm sure everything will turn out to be okay… will it?" She turned to Twilight with an uncertain expression.

Twilight sighed. "Well… Princess Celestia has left Canterlot this morning. She is flying up to intercept the comet… and if we're lucky, this will save us all!"

"Of course we'll be saved!" Rainbow Dash shouted, flying up from her seat excitedly. "The princess will whoop that comet's ass in ten seconds flat!"

"We can't say for sure what will happen," Twilight said. "For the duration of her absence, Princess Celestia has transferred government of Canterlot and all of Equestria, as well as the rise of sun and moon to her younger sister, Princess Luna. All we can do is to wait and pray for the safety of our princess… and hope that she will succeed. Please go home calmly and do not panic. As soon as we know more, you will be informed."

After the meeting was over, Twilight walked over to her friends.

"Are… are you sure Princess Celestia knows what she's doing, Twilight?" Fluttershy muttered in a scared voice. The yellow pegasus' whole body was shaking.

"I'm sure she will do her best… but I am worried," Twilight sighed. "According to Princess Luna, the comet is filled with a strong magical energy… and even Celestia herself was unsure if her powers will be enough."

"But… but she's the princess, for cryin' out loud!" Applejack remarked. "If she can't stop the comet, who can?"

"Is there anything we can do to help?" Rainbow Dash asked. "How about I fly up there and give that glowing rock a taste of my Sonic Rainboom?"

"But it's in outer space, Dashie," Pinkie Pie pointed out. "Outer spaaaaaace! Are you sure you can fly there?"

"No pony can!" Twilight explained. "Don't be silly, Rainbow, only alicorns have the ability to fly among the stars. However, Princess Luna has requested my presence at Canterlot, at the royal observatory, where the leading scientists of Equestria are watching Princess Celestia on her way to the sun."

"You mean… she… she isn't there yet?" Fluttershy asked as she looked at the morning sun. It was so bright that she could not see a thing.

"The sun is farther away than you might think," Twilight said. "Still, she probably will be there in time… and what happens then… well, only time will tell. I don't really know if I can help with anything at the observatory, but Princess Luna said that she wants me to be there… as an advisor."

"If Princess Luna trusts you as much as Princess Celestia did, then you must not let her wait, Twilight," Rarity said. "Letting the princess wait would be rude indeed."

"Well… I just wanted to ask… maybe you guys want to come along?"

She was met with five smiles. "Sugarcube… ya think ya need to ask?" Applejack smirked.

* * *

Soon afterwards, the six ponies were standing in the grand entrance hall of Canterlot castle. Princess Luna welcomed them with a warm smile. "Welcome, Twilight Sparkle, honored student of my sister and bearer of the Element of Magic… and also welcome to your friends, the bearers of the remaining Elements of Harmony."

"I hope you don't mind I brought them with me," Twilight said after they all gave the princess a curteous bow. "But I simply feel more confident with my friends at my side."

"I understand completely," Luna smiled. "And who knows, maybe their presence will boost the confidence of us all. Now, if you would accompany me to the observation tower…"

A couple of minutes and one long climb up one of the tallest towers of the castle, Luna and the bearers of Harmony were standing in the observatory, a circular room at the towers top, filled with dozens of Equestria's most intelligent scholars, among them earth ponies, pegasi and unicorns.

"Princess!" an old unicorn stallion with a grey coat, a short beard and a pair of spectacles on his snout said as he approached the group. "I'm glad you finally made it."

"Professor," Luna nodded. "I apologize for my tardiness but I was awaiting the arrival of my… advisors. Everypony, may I introduce you to Professor Horocopus, the leading astronom of the royal observatory."

"My pleasure," the scientist nodded, then he sighed. "I just wish we had met under more pleasurable circumstances…"

"Nothing you could have done about this, dear professor," Rarity smiled.

"Whooooo!" Pinkie shouted as she bouncer around the room, earning her several annoyed looks of the assembled scientists. "This seems like a great place for a party! We SO have to throw one for Princess Celestia as soon as she returns. What's that giant thing over there?"

"Please be careful with that, that is the biggest and most expensive telescope in all of Equestria," the professor explained. "With this, we are observing Princess Celestia's ascension to the sun, where she will attempt to block the comet."

"It sure is big… but don't you think it's a bit bland? All that grey is boooring! Ever thought of decorating it with some streamers?"

"Pinkie, we can discuss party preparations once we are certain that Princess Celestia will come back safe and sound… and we can say that we are out of danger."

"How much longer until the comet reaches the sun?"

"Won't be too long now," Prof. Horoscopus said while looking through the telescope. "In a couple of minutes, it will impact the sun… if the princess can't stop it, that is. But wait, there she is… I can see her! Princess Celestia has reached the sun and now attempts to stop the comet with her magic!"

"I can't see anything!" Rainbow Dash shouted. "Can I take a look?"

"Wait a minute… I'll project the image on the main screen." The professor's horn began to glow and using his magic, he threw a switch on a nearby console. And suddenly, on the huge monitor that was hanging on the wall, they were able to see Princess Celestia in all her glory, hovering in front of the flames of her sun.

"That sure looks hot up there!" Applejack remarked. "How come she doesn't get a sunburn?"

"Alicorns such as Celestia and I are resiliant to pain and injuries that would be fatal to other ponies," Luna explained. "We can survive in and fly through outer space, we can endure the extreme temperatures of the sun and our magical capabilities are grand enough to stop a comet of that size… normally."

"But this is hardly a normal comet, isn't it, princess?" Twilight asked with worry as she looked at the projected image of her mentor. "Will she be okay?"

"I… must admit that I'm not sure," Luna said, biting her lower lip. "She certainly is the most powerful of us, however… I can feel the magic stored up within the comet… it's overwhelming me…"

"This… can't be natural, right?" Twilight murmured. "Where did this comet come from?"

"Does that matter? Princess Celestia just has to give it a solid kick to send it back where it came from!" Rainbow shouted.

"I wish it was that simple, Rainbow Dash," Luna sighed. "But it will take more than her hooves to stop that thing. See? She begins to focus her power in the tip of her horn." She pointed at the screen, where they all were able to watch how the white alicorn's horn began glowing like a beacon. "She will force the comet on a different course… and if that isn't enough, she will try to shatter it with an aimed burst of pure magic."

Twilight Sparkle watched in awe as Princess Celestia spread her wings and gasped when she flew directly at the comet.

"Comet approaching!" Professor Horoscopus shouted. "Impact in ten… nine… eight… seven…"

"Oh please, please…" Twilight muttered.

"Six… five… four…"

Fluttershy eeped as she covered her eyes. Applejack was so nervous that she started nibbling on her hooves.

"Three… two… one…"

They all gasped when Celestia's horn rammed into the comet… or rather, the magic coming out of her horn rammed into the barrier of chaotic magic that was surrounding the comet like a shield. Tendrils of wild magic were dancing across the comet and the princess' body as she tried pushing it back with all her force.

"Come on, Tia…" Luna whispered. "You can do it…"

The strain was visible on Celestia's face. Sweat was pouring down her face, evaporating immediately in the heat of the sun. The sun princess gritted her teeth and closed her eyes as she started to redirect all of her magic to a single spot.

"She's trying to destroy the comet," the professor shouted. "I guess steering it off-course didn't work…"

And suddenly, a powerful burst of energy came out of the comet, blinding all of the viewers inside the observatory for a moment.

"What in tarnation…" Applejack gasped.

"My eyes! I'm blind!" Rarity cried.

"Ooops… I guess I should have told you that my left eartip was itching," Pinkie spoke up. "That usually means I should close my eyes."

"Now she tells us…" Rainbow Dash grumbled. "Couldn't you have warned us sooner?"

Twilight blinked. Slowly, everyone in the room regained their eyesight and Pinkie Pie opened hers. The purple unicorn then gasped as she took a glance at the monitor. "Everypony, look!" she gasped.

The comet was directly in front of the sun. But it wasn't budging. Neither was Princess Celestia, who was still hovering in front of it. Both the comet and the princess were surrounded by a pulsating barrier made of dark blue energy.

"The… the comet's corona…" Professor Horocsopus murmured. "It's more than the trail of the comet… it's a force field… and it's locking both the comet and the princess in place!"

"No…" Luna said. "No, she's still fighting it… the comet… I feel that it somehow… SENSED that she's in its way… and it's trying to remove her… but Celestia is resisting… the comet wants to crush her using its force field… but she instead took control of it and used it to lock herself and the comet in place. She is hindering the comet from going anywhere."

"But that's great, isn't it?" Twilight shouted, full of hope. "That means she can come back home and keep that thing locked inside the barrier…"

"You don't understand, Twilight," Luna said, looking at her. "The barrier is preventing Celestia from leaving. She cannot get out as long as the force field is active. And as soon as she removes it… the comet will fly directly into the sun."

The princess of the moon walked up to the giant monitor and put her hoof against the glass, against the image of her sister. "She knew it… she knew she wouldn't be able to leave and yet she decided to do it… because she found no other way to stop the comet." She resisted the urge to cry in front of everyone. "I felt her in my mind when it happened… she tried destroying the comet with her magic… but she never expected it to have a conscience. It repelled her magic… forcing her to use its own corona against it."

"You… you're saying… Princess Celestia… will never be able to come back?" Twilight muttered. "No… nononononono, that can't be true…"

"Poor… poor Princess Celestia…" Fluttershy sniffled. Tears began to flow out of the sensitive pegasus' eyes. "Poor Philomena… whatever will she do without her?"

"Tell me that's not true!" Rainbow gasped as she flew in front of the professor and started shaking him with her forehooves. "Tell me she'll come back!"

"P-p-please calm down," the professor stuttered as he was shaken around. "W-we'll do everything we can… however… at this point… not even science will help…" He sighed. "We're powerless…"

"We have to accept it, everyone," Luna said. The voice of the lunar princess sounded like everyone in the room felt… devastated. "It was her choice… she'll do her best to force the comet away… we can only wait… and hope for the best that at some point, she will be able to send it away."

Everyone became silent.

"Suddenly… I don't feel like having a party anymore…" Pinkie Pie murmured.

* * *

So they waited. And waited. And waited.

Twilight was certain that Princess Celestia would find a permanent solution. After all, she was the princess, the ruler of Equestria, loved by everypony, who had governed the land for more than 1000 years… right?

The worst about it was the feeling of helplessness. Everyone wanted to help, to do something to make the situation better… but they all knew that it was impossible. The only pony capable of going up to help Celestia was Luna…

She was tempted to fly up to the sun to help her sister… then again, she remembered Celestia's last words: "You must stay down here and take care of everything while I'm gone. Someone needs to guide the ponies of Equestria in my absence and keep control over the exchange of day and night. Should I fail… Equestria cannot afford to lose both of its rulers."

She had promised Celestia she'd take care of everything while she was gone… and she would not break that promise! Now she had to take charge… in her absence, Celestia had ruled all of Equestria by herself, for 1000 years. Now she had to do the same…

She and the six bearers of Harmony were in the castle's grand salon, where they had been waiting for any signal of the observatory or from Celestia herself… a signal that the problem was solved, the comet would go away and that she would come home. But Luna realized that this wouldn't happen very soon, and that something had to be done.

She turned around to face Twilight and her friends. "Everypony, listen to me… we have to face the facts. Celestia is stuck up there, until either she or the… entity within the comet grow tired. We have to continue our lives. Celestia is fighting for us, risking her life for every pony on Equestria… I say we do our best in her absence to settle things down here until she comes back. I, for my part, will gladly accept the task she has given to me before she left… it will be difficult, but I am confident. Still, I would feel a lot better if I had some ponies here to assist me…"

The six ponies looked at each other, then nodded. Twilight walked in front of Luna and bowed. "Princess… we would be honored to assist you in this hour of dire need."

"Hour of what now?" Pinkie blinked.

Rainbow sighed. "She said that we're happy to help, okay?"

"Oh… then sure, I'll help!" the pink pony said.

"Y'all can count me in," Applejack nodded. "Jus' tell us what to do, and we'll get to it faster than you can say 'apple cinnamon crisp'."

Fluttershy and Rarity nodded as well, and Luna smiled at them. "Thank you, everypony… now, first, we have to…"

She was interrupted when suddenly, the door opened and Professor Horoscopus came running in. "Princes! Q-quick, you must come! The comet… something is happening!"

"What do you mean? Explain!" Luna demanded.

"I… I think it's better if you saw it for yourself," the professor said. "Take a look outside…"

Luna walked out onto the big balcony adjacent to the salon and stared up into the sky. Twilight and the others ran after her and did the same.

Even from this distance, they could clearly see the comet hovering in front of the sun… a shimmering star of dark purple energy. But while a sizeable part of the sun was blocked off, the sunrays still shone through the comet's purple light… turning the usually golden sunlight into rays of purple light that shone down on Equestria. All of this was casting the world in a sinister shroud of twilight, intead of the bright day they were all used to.

"What… what is happening to the sunlight?" Twilight gasped.

"We… can't say for sure," the professor replied. "But somehow, the comet's magic is affecting the sunlight… the sunrays are still reaching Equestria, but it's much different from what we are used to. I can't say how that will affect the plants, the wildlife… or the inhabitants of Equestria themselves."

"This is horrible!" Rarity gasped. "This dark light cannot be good for my complexion…"

"Oh no…" Fluttershy muttered. "What if this purple light is dangerous… and all those poor defenseless animals are helpless against it…"

"Let's not jump to conclusions here," Twilight spoke up. "Maybe it's not all bad… maybe it's just like holding a panel of violet glass in front of a lamp… maybe it's just the same light, just a different color."

"We need to be certain, but as long as there's a risk, we need to inform the ponies to stay inside their houses," Luna said. "Professor, I entrust you and your colleagues with the task to research this phenomenon as fast as possible."

Professor Horoscopus nodded. "At once, Your Majesty!"

"Let me come with you!" Twilight ran after him. "I read a lot about luminescent phenomenons… maybe I can help you."

"Well, we sure are happy for every helping hoof we can get," the professor smiled. "Thank you."

And for the next few hours, Twilight vanished inside the observatory to help the scientist with their research. In the meantime, the remaining five bearers of Harmony helped the princess to inform the population of Equestria. Rainbow Dash used her natural speed to fly from town to town and spread the news. Fluttershy did the same, only that she used her bird friends to deliver letters. Applejack contacted all members of her huge family that were spread throughout Equestria. Rarity used her contacts in Canterlot and other big cities to spread the news.

And Pinkie Pie drove through Ponyville in a big, bright pink van that had huge loudspeakers on its top: "Please listen, everypony! This is Pinkie Pie speaking, your fun-loving filly from Sugarcube Corner… oh, make sure to come over on Saturdays, we have a special on blueberry muffins that day. Anyways, pleeeaaaaaase make sure to stay at home for the next, I dunno… couple of days? This big glowy rock thingy in front of the sun is an old grouchy meany mcmeanypants and turned our bright golden sunrays all purple and icky. And we dunno if they're dangerous, so ummm, yeah, please stay inside. Oh, and this is important, Princess Luna herself told me to tell you this. Okie dokie lokie? Kay thanks!"

The ponies of Ponyville looked after the pink vehicle in bewilderment.

"Where did she get such a vehicle in the first place?"

"I dunno… you think we should do what she said?"

"Yeah… sounds like a good idea to me."

"Hey! Anyone wanna come to Sugarcube Corner with me this Saturday?"

"Shut up, Derpy…"


	2. The first changes

It was the morning of the following day. Unusual for Ponyville at this hour, the streets were completely empty. The comet was still hanging in front of the sun, casting its purple rays down onto Equestria.

The ponies were taking their princess' advice to heart and remained inside their buildings. Some of them even considered sleeping through the day and making the night their new day so they could get out and get some fresh air while the sun (along with the comet) sunk below the horizon and only the gentle light of the moon was left.

At Carousel Boutique, Rarity opened her window, making sure not to stick her head out into the sun. "This is such a bother…" she murmured to herself. "I certainly hope Twilight and the scientist will find a solution fast. I would have stayed at home today… but poor Opal definitely needs to be groomed. I'll take her to Fluttershy, she doesn't live that far away."

So the fashionista put her cat Opalescence into a basket, tying her in with a strong cloth. Of course Opal didn't agree too favorable to that sort of treatment and reacted like any cat in her position would: By scratching and hissing at her owner. It took Rarity some time until she was sure that Opal was unable to leave the basket.

"Be a good kitty, this won't take long," she smiled. "I just have to make sure momma's darling won't get into that gruesome violet light. See, even I'm taking precautions." And she put on her biggest hat and her favorite umbrella-attached-to-a-saddle.

"Seems safe enough," she nodded to herself. "Safe enough to reach Fluttershy's house without being exposed to that light. Now, let's go!" She picked up Opal's basket and went outside. She was a bit nervous, but the shade created by the hat and umbrella was enough to keep the violet rays away from her. Satisfied, she walked down the street towards the edge of town, where Fluttershy's house was.

On her way, she came past the Ponyville post office. Every time Rarity came past here at this hour, she would greet the delivery mare, Ditzy Doo (more commonly known by her nickname, Derpy Hooves) as she started her delivery round through Ponyville.

Of course Rarity expected every pony to have enough common sense to listen to Princess Luna's warning. Therefore, she was very surprised to see how the grey, cross-eyed pegasus pony came out of the post office, carrying her mailbag around the neck. "Morning, Miss Rarity!" Ditzy greeted the unicorn with a smile.

"Ditzy Doo!" Rarity shouted in surprise. She was always polite enough to call the mailmare by her correct name. "What are you doing? You're not thinking of…"

Derpy grinned. "Getting ready for my morning delivery round, of course! Why not? I need to make sure everypony is getting their mail. We deliver on time, no matter what kind of weather there will be."

"But the purple rays… I thought Pinkie Pie warned everypony in Ponyville!"

Ditzy laughed. "Yeah, that was pretty funny. Pinkie always comes up with the most silly stuff… even more silly than me, teehee. That reminds me, I need to go to Sugarcube Corner after my round... I'm out of muffins." And with a giggle, the mailmare flapped her wings and flew outside, into the violet sunlight.

Rarity gasped and nearly dropped Opal's basket in her shock.

At first, it really seemed as if nothing was happening. Derpy grinned. "Whee, purple light is pretty. But I gotta go, gotta deliver all the letters to everypony." She then rubbed her head. "Whouuuuh… what's this? Head feels so funny… soooooo dizzy… oooooooh…" And with a groan, Derpy sunk down to the ground.

"Ditzy! What's the matter, dear? Are you okay? You look horrible!" Rarity asked with worry.

"Don't feel so good…" Derpy muttered. "Oh my head… that really hurt… ooowww…" She held her head with both front hooves and then started squirming around on the ground. "My head! Hurts… make it stop… make it STOP!" she screamed.

"Oh no!" Rarity shouted. "What to do, what to do…" She frantically looked around before making a decision. "Opalescence, be a good girl and stay here… mommy's right back!" She put the basket down and ran over to Derpy, making sure to stay in the shade of her umbrella. She then protectively stood over the pegasus' body, shielding her from the sun. "Ditzy… Ditzy, do you hear me? Are you feeling better?"

"Aaaaaaaah!" Derpy yelled. "Stop the hurting! My head… splitting apart… help me!"

"It's not getting better…" Rarity realized. "Oh my goodness… I need to get her to the hospital, quick!" Using her magical horn, she lifted the mailpony off the ground and levitated her towards Ponyville's hospital, always keeping the shade above both of their bodies. "Don't worry, Ditzy dear… help is on the way."

Soon enough, they reached the hospital. Nurse Redheart gasped when the unicorn came in, together with a flailing, magically floating pegasus. "Rarity?" she wondered. "What are you doing out there, in the changed sunlight?"

"This is an emergency!" Rarity shouted, gesturing at Derpy. "Please, help her!"

"All… all right… please, put her on this bed."

Rarity gently made Derpy float down on the bed. Even though she was now in the hospital, out of the violet light, she was still squirming around, even hitting herself in the head with a hoof. "Get the pain out of my head! Get it out!" she yelled.

"No!" Nurse Redheart shouted. "Help me restrain her, she's going to injure herself."

Together they managed to strap the pegasus to the bed with some rope, making sure she could not hit herself. "It hurts…" Derpy sobbed. "It hurts so much…"

"This is strange… unlike anything I've seen in my life," the nurse said. "I can't see any sign of an injury."

"Can't you do anything to help her?" Rarity asked, her voice filled with worry.

"Well… I can give her some painkillers. I don't know how effective they will be, however. The pain seems to be intense."

Suddenly, the door flew open again. A mint-green unicorn came running in, carrying an unconscious earth pony with a blue and pink mane on her back. Over them, a big blanket was hovering, kept airborne by the unicorn's magic. Apparently, she had used that to shade them from the sun. "NURSE REDHEART! YOU'VE GOT TO HELP HER!" she cried.

"Dear goodness, Lyra!" the nurse gasped. "What happened?"

"It's Bon Bon…" the unicorn said with sobs as the nurse gently put the earth pony on the bed next to Derpy's. "She just wanted to step out to get some fresh air… but she stumbled and fell down into the sunlight."

"Did the light make her fall unconscious?" Rarity wondered.

Lyra shook her head. "N-no… she hit her head when she fell. However… when I came running out I saw THIS on her back!" She pointed at Bon Bon's backside, where a couple of strange lumps were coming out of her skin.

"What's that?" Nurse Redheart asked.

"I… I don't know," Lyra said. "But whatever it is, it's growing out of her back. Please, you've got to help her… she… she's my best friend…" The look Lyra gave the unconscious pony was full off sorrow.

Nurse Redheart sighed. "I will need some help here… let me wake up my sister. First, we need to give Derpy her painkillers… then I'll see what's wrong with Bon Bon. Perhaps you'd like to stay and assist too?" She looked at Lyra and Rarity questioningly.

Lyra nodded eagerly, but Rarity said: "I'm sorry… but I need to get back to my dear cat Opal. She's waiting for me out there, in the cursed sunlight… I just have to get her back inside, before something horrible happens to her, too."

"A cat, you say? Hmmm... On my way here, I almost stumbled over a cat that was in my way," Lyra said. "White fur… pretty fat…"

"WHAT?" Rarity asked in a shrill, hystarical voice. "That's my Opal! She was out of her basket? OH NOOOOO! Opal, just wait! Momma's coming!" And as fast as she could, she ran back outside, taking her umbrella with her, of course.

After frantically looking around the street for a couple of minutes, she finally found Opal peacefully napping next to the fountain in Ponyville's central square.

"OPAL! Bad kitty! I told you not to leave your basket! Now you're here, in the middle of the dreadful purple light, and it's just a matter of time before you'll get a headache like Ditzy Doo, or strange lumps will grow out of your backside, like Bon Bon…"

Opalescence just yawned and seemed pretty uninterested in everything Rarity said. And to the unicorn's surprise, the purple light didn't seem to have any effect on her cat at all.

"Huh? I wonder why…" Rarity murmured. "Ditzy and Bon Bon had such bad reactions… why not Opal?"

She then looked up to the top of the fountain, where a couple of birds were sitting together, then to a little bunny that was nibbling on some flowers in someone's garden.

"Animals… aren't affected?" Rarity muttered. "I need to tell Twilight what happened…"

She scooped up Opal in her basket and quickly brought her over to Fluttershy's place. "Please take care of her," she told her friend. "I need to go to the library…"

"But… Twilight is still at the castle," Fluttershy pointed out.

"I know, that's why I need Spike to send her a letter," Rarity explained. "She has to come over here and take a look at this."

"Why? What's going on?"

Rarity quickly told the shy pegasus what had happened at the post office and the hospital. "Princess Luna was right… the purple sunlight does weird things to you… but only to ponies!"

"Whew, what a relief," Fluttershy sighed.

"Relief?" Rarity asked in confusion.

"Of course," Fluttershy nodded with a smile. "Now I won't have to worry about what will happen to Angel and the rest of my friends… now they can all go out and enjoy the sunshine."

"Well, I won't take any chances," Rarity said. "So please make sure Opal stays inside as long as the sun is up. See you later…"

"Wait!" Fluttershy spoke up, just loud enough for her unicorn friend to hear. "I'll come with you. Angel can take care of Opal… right, Angel?" She looked back at her little bunny friend.

Angel didn't look too enthusiastic at the prospect of watching over an overly spoiled cat. He looked over to his own favorite sleeping spot, which Opal had occupied right after Rarity had let her out of the basket. He put his tiny paws on his hips and rapidly stomped the ground with his left foot to show his displeasure.

"Just for the afternoon," Fluttershy smiled. "Pretty please?"

"I certainly don't mind the company, darling, but however are you going to stay out of the sun? My umbrella is only big enough for one single pony."

Fluttershy giggled as she opened her wardrobe and pulled out an umbrella that looked nearly identical to the one Rarity was carrying…except that it was pink. "You gave this one to me on my last birthday, remember?"

"Oh… right," Rarity said. "I almost forgot. Okay then… let's go."

* * *

Spike raised his head from his pillow and slowly opened his eyes. A loud knocking against the front door had roused him from his sleep.

"Just a moment, I'm coming…" he muttered as he shuffled over to the door. "Man, I wish Twilight comes back soon… I mean I'm glad to be her number one assistant, but taking care of the library all by myself is a chore…" He yawned. "And I had such a nice dream about Rarity, too…"

He opened the door… and could only stare. Was he still dreaming? Or was Rarity really standing in front of him? Twilight wasn't here, so who else would she have come for at this hour?

"Oh Spike, I'm terribly sorry for the intrusion, but we need to ask you a favor."

"A favor?" Spike asked with a smile. "Anything for you, Rarity…" Wait… did she say 'we'?

"Good!" Rarity smiled as she came in, followed by Fluttershy, who greeted him with a meek: "Hi Spike."

"F-fluttershy?" Spike muttered and shook his head. "Wait a minute… what's going on?"

"See, something awful has happened… two horrible accidents with this gruesome purple sunlight. We have to inform Twilight about what happened… would you be a dear and send a letter to Canterlot?"

Of course… The little dragon rolled his eyes. It had been too good to be true. Rarity didn't come here to spend some time with him… she only came to send him a letter. Still, he would never refuse a favor from what he believed to be the most beautiful unicorn in Ponyville…

"Okay, I'll do it," Spike nodded. "Where is the letter?"

"Um… I think we still have to write one," Fluttershy said.

"I'll go get the scroll and quill," Spike sighed.

* * *

After Spike sent the letter to Canterlot, Rarity and Fluttershy went back to the hospital, to wait for their friend's arrival. Also, while they waited, they helped the nurses Redheart and Tenderheart to take care of their two patients.

They didn't have to wait too long until Twilight appeared at the hospital… quite literally, too. She appeared in a flash of light in the middle of the room.

"Twilight!" Fluttershy squeaked, surprised by her friend's sudden appearance. "D-did you… did you just teleport here all the way from Canterlot?"

"Well, I had to make a couple of teleports to get here, but at least it helped me to travel without getting exposed to the sun… And from what you wrote me, it sounds like our fears about the purple light are justified."

"You're right," Rarity nodded. "Just take a look at the poor dears…"

Twilight walked up to Bon Bon, who had finally regained consciousness. Lyra was nervously standing at her friend's side. Twilight squinted her eyes and inspected the lumps on Bon Bon's back.

"They've grown even bigger since this morning," Bon Bon said. Twilight could tell that the earth pony was shaking with fear. "Wh-what are they?"

"I think we can count out tumors, bruises or mosquito bites," Redheart said. "But I have no idea what else it could be."

"Those are wings," Twilight said.

Everyone stared at her.

"You… you're KIDDING, right?" Bon Bon gasped.

Twilight shook her head. "No, I'm not. See here… the lumps are at the exact same spot where pegasus wings connect to the body. Take a look at Fluttershy."

They all did and realized that Twilight was right. "B-but… what does that mean?" Lyra stuttered. "Bon Bon is no pegasus pony!"

"I can only speculate, but the evidence speaks for itself… it seems like the purple light has a transformative effect on any pony who is exposed to it."

"But what about Derpy... I mean... Ditzy Doo?" Fluttershy asked. "She isn't growing wings."

"I made a radiogram and could not find anything unusual, nothing that would cause the massive headache she is obviously experiencing," Nurse Redheart explained, showing Twilight the picture of Derpy's skull.

"Well, the light must have had some effect on her," Twilight said. She approached the twitching grey pegasus. "Derpy… can you hear me? Are you still in pain?"

Derpy muttered something in a very quiet voice.

"I'm sorry, what was that?" Twilight asked as she came even closer.

"Look…" Rarity muttered to Fluttershy. "Her eyes… they aren't crossed anymore."

Twilight moved her ear right next to Derpy's mouth until she was finally able to understand some words:

"a² + b² = c²…" Derpy whispered. "**π** = 3,14159... E = mc²..."

"She's been sputtering nonsense for the past few hours," Nurse Tenderheart sighed.

"That's not nonsense," Twilight said. "Those are mathematical formulas."

Now everyone's jaws were hanging open. "M… math?" Rarity blurted out. "Twilight honey… I hate to say it, but Ditzy here is not exactly known for her… well… intelligence."

"Rarity is right, Twilight," Fluttershy said softly. "I've known her even before I moved to Ponyville… she attended the same flight camp as Rainbow Dash and I. She always had this… distant expression on her face and always had problems focussing on the most simple flight maneuvers."

"She IS called Derpy Hooves for a reason," Lyra agreed.

"Well, I don't know her very well, but I believe you," Twilight said. "But that doesn't change the fact that she's here, reciting the most complicated formulas without hesitation. That leaves only one explanation: The purple sunlight modified her brain."

"It… modi-what?" Lyra blinked.

Twilight sighed. "It made her more intelligent."

"But that doesn't make any sense," Rarity said. "Why would Derpy become smarter under the light while all it did to Bon Bon was to just make her grow wings?"

"What do you mean, just?" Bon Bon asked angrily. "I've never asked for those, you know?"

"Please, everypony calm down for a second," Twilight said. "So I can sort this out." She took a deep breath. "Okay… apparently, the changes caused by the light are different for every pony. And those are the only two cases we know… who knows what will happen if any other pony is exposed? Anything could happen…"

Rarity gulped nervously. "I definitely don't want to find out what it could do…"

* * *

Princess Celestia was floating in outer space, high above the world she loved so much. Ever since she had left Canterlot to confront the comet, she had no rest. She didn't sleep, didn't eat, didn't drink. Alicorns could go on for days without any of the aforementioned, but Celestia knew that even she had her limits… and the constant battle against the magical powers of the comet put an additional strain on her body. Still, she refused to give up that easily… she had to stay strong, stay awake, stay firm in her ambition. She was doing this for the safety of Equestria and her people… they were counting on her.

She wished she knew how to deal with the problem, how to remove the comet completely. However, it was getting hard to think, the struggle was wearing her out, physically and mentally. Several times, she had tried to pierce the comet's defenses with a spell, to search for a weak point. Every time, the conscience inside the cosmic piece of rock reacted with a counterspell of its own.

'Who created this thing?' Celestia wondered. 'I can feel that this is the doing of an intelligent force… is this an attack on Equestria? Or is our sun merely on obstacle on the comet's way?'

She tried a different approach. Instead of attacking the comet, she tried contacting the conscience inside with a telepathic spell. Hopefully, he wouldn't guard against this kind of magic.

"Who are you?" she asked, using simply her mind and magic to communicate. "Why are you doing this? Our planet is helpless and we don't wish you any harm… please leave us."

She was surprised when she got an actual response. The mental voice stung in her head and the powerful magic aimed directly at her brain was overwhelming. Echoing in her mind, the voice sounded deep, dark and powerful.

"I am a fugitive, exiled from a faraway planet you never heard of, princess… I was banished because I tried to conquer that world… now I am reduced to a bodyless conscience, trapped within this comet. However, they couldn't steal my magic… I wanted to merge this comet with your sun to become as powerful as you are… combined with my own magic, maybe even more powerful. But you stopped me before I could put my plan into practice…"

Celestia shuddered. This being was already powerful… how much power did it have back when it had an actual body? She could feel that the creature was telling the truth. It was confident enough in its powers, there was no necessity for it to lie.

"You don't have to do this," she winced as the power surget outward from the comet. "Maybe I can help you find a new body. We can settle this out in peace?"

"Fine!" the trapped being laughed. "Bring me a body and I will conquer your pitiful world. It will be an excellent base for future conquests. All those ridiculous, colorful ponies you call your subjects will be transformed into creatures of evil, willing to obey every of my commands. They will be my new evil horde…"

Celetia shuddered at the creature's wickedness. "Who are you?" she asked. "What is your name?"

The mental voice boomed even louder in her head. "Tremble in fear, pathetic pony… for I am Horde Prime!"


	3. Derpy Genius

It was eleven o'clock, late in the night. A time when every pony child would usually lie in bed… but ever since Equestria was exposed to the violet sunrays, this wasn't the case anymore. The young fillies and colts were unable to go to school, so class hours were moved to the late evening, after the sunset. Getting used to this change was difficult for the children. They wished for nothing more than to run out and play in the sunshine. Most of them simply could not understand why their parents would forbid it.

This change was happening all over Equestria, and not just for the children. Shops, factories and working places opened after the sunset and every pony made sure to be at home before the sunrise. The night was slowly becoming the new pony day.

"That's all for today," Cheerilee told her young pupils. "Now please pack up your things, it's time to go home… your parents will be here in a minute."

Of course no parent was willing to let his son or daughter to walk back home on his or her own… there was always the risk that the young ponies were getting sidetracked or decided to stay outside in the sun because of some silly dare or as part of a game. To make sure that never happened, Cheerilee had asked the parents to pick up their children from school every night.

One after the other, the parents arrived and took their young ones home. In the end, there was only one little filly left… the young unicorn named Dinky Doo.

Unlike most of the other children, Dinky only had one parent… the mailmare with the nickname Derpy Hooves. Nopony knew whatever happened to her father. The fact that she was a unicorn with a pegasus as a mother didn't stop Dinky from telling her classmates again and again that her mommy was the best mommy in the world. Even though she had a time-consuming job, she always found some time to spend with her daughter. And even though she wasn't the most intelligent of ponies, she still loved her little daughter dearly. She was there EVERY day to pick her up from school, even before the comet incident.

But today… she wasn't there.

Cheerilee patiently waited with the little unicorn for her mother to show up, but she didn't come. Dinky anxiously looked out of the window, hoping to hear the familiar flap of her mommy's wings.

"I'm sure she'll be here any moment, dear," Cheerilee smiled. "Maybe she got caught up in her work."

Dinky nodded slowly. "Yeah… mommy always has a lot of work to do. I guess there were a lot of letters to deliver today."

Then, somepony arrived. But it wasn't Derpy. It was Nurse Redheart from the hospital.

"Redheart, what a surprise," Cheerilee said. "What brings you here? As far as I remember, you don't have any children." The teacher chuckled a bit at her little joke.

"I'm here because of one of my patients. She's, well…" The nurse sighed and then looked down at Dinky. "You are Dinky Doo, aren't you?"

"Um… yes," Dinky nodded. "Why? What's the matter?" She was really confused. She knew this mare from the one time she had been ill, and her mommy, worried sick, had taken her little daughter right over to the hospital (which in Ponyville, also doubled as a regular doctor's office). But she wasn't sick at the moment… so why was she here? Then she let out a small gasp. "Is… is my mommy sick?"

Trying to find the right words, Redheart sighed and simply nodded. "She's at the hospital right now… she went outside into the purple light this morning."

"But that's dangerous, isn't it, Miss Cheerilee?" Dinky asked her teacher with worry. "You told us to never go outside until the sunlight is nice and shiny again, right?"

Cheerilee was worried about the young unicorn's mother, too. "Oh dear… I guess we were right about the purple light after all…"

"Is mommy gonna be okay?" Dinky asked, turning back to the nurse.

"Well, she had a massive headache when we found her… I gave her some painkillers…"

"Some what?" Dinky blinked in confusion.

"Something to make your mommy's pain go away, sweetie," Cheerilee explained with a smile.

"Oh… well, thanks for that," Dinky smiled at the nurse. "So she's feeling better?"

"She fell asleep some time after that… I'm sure she will be okay, given some time." Redheart tried to sound confident, but inside, she really wasn't sure about her patient's condition. She never had to deal with a case such as hers. "Anyways, your neighbor Lyra was there and she told me that you're probably waiting for your mommy, so I decided to come here and tell you everything."

"You didn't leave her alone, did you?" Cheerilee asked.

"No, of course not," Redheart responded. "My sister Tenderheart is still there, as well as Lyra and another patient."

"Can we go see mommy now?" Dinky asked anxiously. "Can we, can we, can we?"

Nurse Redheart smiled down at her. "Of course we can, sweetie. I believe your mommy will feel much better once she sees you."

"Then let's go, quickly!" Dinky urged the grownup mare.

* * *

Back at the hospital…

"What do you MEAN, she's gone?" Redheart shouted at her sister.

Tenderheart flinched under her older sister's furious glare. "Well… Bon Bon fell asleep… and Lyra asked me if there were any more pillows for her. I went into the backroom to get some, but they were lying way up on the shelf, so I asked Lyra to come and help me get them down. We were gone for only a couple of minutes… but when we came back, she was gone." She nodded towards Derpy's bed, which was now empty, except for the crumpled bedsheet and the messy pillows.

"This is a disaster!" Redheart shouted. "Do you know what you did? You let a patient who's not fully recovered leave! I can't believe it!"

"Would you calm down?" Lyra hissed. "You're waking Bon Bon… besides, you're scaring the kid." She looked at Dinky, who was trembling with worry for her mother.

"Wh-where did mommy go?" she whimpered.

"Well, you know your mommy better than any of us, kiddo," Lyra smiled at her. "You got any idea where she could have gone?"

* * *

Derpy had slept for several hours. When she woke up, she found that she was all alone in the hospital room… except for Bon Bon in the bed on the other side of the room, who was snoring softly.

She also found that her head wasn't hurting anymore. Before she fell asleep, her confused little mind was unable to handle the sudden storm of information. Her brain had worked faster than ever before in her life to process everything. It was overwhelming. But now… she realized that she was thinking more clearly than ever before. She understood things she never understood before and she was able to focus on every single thought that invaded her mind.

After that realization, she felt a sudden urge. An urge to put all the knowledge that had streamed into her mind to use. She couldn't stop thinking about formulas, equations, rules of science and the components of all sorts of mundane objects. She needed to experiment… try things out… take objects apart, investigate their components and put them back together… or even better, create all sorts of new objects using the components. She frantically looked around the room for anything she could use.

From the back of her brain, her common sense told her that she couldn't just take anypony's belongings and take them apart… but the urge was so strong that she got out of bed, left the hospital and flew back home as fast as she could. She took everything she could find… the blender, the microwave, the vacuum cleaner, the clock hanging on the wall… and took everything apart until the floor of her home was littered with the components.

"There's so much I can do with this…" she muttered to herself. Her eyes, no longer crossed, fell on the materials in front of her as her mind was processing the information faster than before and told her all the possibilities that lay in front of her. "A mechanical bird for a faster delivery of letters…" she murmured. "An electronic schedule-planner for Dinky's school work… a more efficient muffin-making machine…"

She was planning, inventing, building, creating. She was unable to take her mind from it. She knew she was supposed to pick up Dinky from school, but she just couldn't stop.

This is how Dinky and Lyra found her after the unicorn filly had the idea that mommy might have wanted to go back home. After Nurse Redheart had refused to leave her sister alone with the remaining patient, Lyra agreed to take Dinky home. And there they saw Derpy Hooves, sitting in the middle of the living room, the floor strewn with all sorts of mechanical and electronical parts, pieces and components. On the table next to her, they saw a huge amount of big paper sheets. Someone had scribbled a countless number of sketches, formulas and blueprints on them, often interlining and transcribing each other.

"Mommy!" Dinky shouted.

Derpy looked up from her work and turned her head. Spitting out the screwdriver she had been holding, she smiled and said: "Muffin! How was school today? Oh, I'm so sorry for not picking you up from school. But Mommy has all these amazing ideas in her head, see? And I need to write them all down, I need to try it out or… or I think I'll go crazy if I don't."

Dinky was scared. She recognized her mommy's face and her voice, but… she was different. Her eyes were actually focussed on what she was doing, she was talking with a clarity that had never been there before. Was this… still her mommy?

"Derpy…" Lyra said with a hint of annoyance in her voice. "You worried everyone by just leaving the hospital… you made your daughter worry when you didn't show up at school. And now you're acting so… strange."

"It… is strange," Derpy admitted. "It's like… a cover was lifted from my mind. I understand everything now, Lyra… and it's hard to stop the flow of ideas… Have you any idea of how this is like? I can't even describe the feeling…" She sighed as she stood up from the ground and shook her head. "I don't even know what I should do, after this happened to me…"

"Well, for starters, you could give Dinky a hug. How about that?" Lyra frowned.

Derpy then turned to face Dinky. And for the first time, truly looked at her, her newly-fixed eyes looking into the round eyes of her daughter. And she saw how scared she was.

"Oh, my little muffin…" Derpy sighed. "I'm sorry… I didn't mean to frighten you…" She sat down on the floor and spread her forelegs. "Come on… come to mommy!"

And even though the eyes weren't crossed anymore, Dinky was able to recognize the same warmth in them she always saw when her mommy was taking care of her. The warmth and love only a mother could have for her child. Unable to choke down a little sob of happyness, she stormed at her mother and gave her a massive hug. "MOMMY!"

Derpy smiled as she wrapped both her forelegs and wings around her little unicorn daughter. "I'm sorry, muffin… I'm sorry I didn't pick you up from school. It will never happen again…"

"Doesn't matter, mommy…" Dinky sniffled. "As long as you're back home…"

"And… you don't mind that mommy has become… smarter, hmm?" Derpy asked carefully.

"Doesn't matter," Dinky repeated, smiling up at her. "Smart or not… you're still my mommy… and I love you."

* * *

Canterlot's throne room…

"Your report is indeed worrisome, Twilight," Luna sighed after the unicorn had informed her about the effects the changed sunrays had on two of Ponyville's citizens. "And it confirms my deepest fears… I am now certain that the magic stored within the comet is chaotic magic… the worst kind of magic there is."

"Chaotic magic?" Twilight wondered. "I read a lot of books, but I never had one where this kind of magic was mentioned."

"With good reason," the moon princess told the unicorn. "Chaos is a powerful force, and spells of that nature can have effects that are short of miracles. However… chaos is also unpredictable. You can never be sure what exact effects your spell will have. At best, it could cause only a slight irritation. But the more careless a pony is when using a spell of chaos, the bigger are the chances that the effects are disastrous. Celestia and I forbid the use and the teaching of chaotic magic. As a result, there are very few books about this topic, and most of those are stored safely within a sealed section of the royal library."

"But this comet isn't from Equestria… could it come from a world where chaotic magic is more common than here?" Twilight pondered.

"I can see why you are my sisters' prize pupil," Luna smiled. "You are a very smart pony, Twilight. And yes, you might be right. I had the same suspicion when I realized that there was an intelligent being sealed within the comet. Maybe Celestia already knows about the creature's origin…"

"I wish we could talk to her," Twilight sighed. "But wait… can't we try to contact her? I mean, there are telepathy spells… maybe you could try to talk to her?"

Luna shook her head regretfully. "I'm afraid that won't work."

"But… you are an alicorn! Your magic is more powerful than that of any unicorn! Or is she too far away?"

"Under normal circumstances, your idea would have worked. Alicorn telepathy can span the distances between planets and stars, even moreso when both conversation partners are alicorns. However, the comets influence is disturbing any thought I'm trying to send to my sister. And I'm sure Celestia would have already contacted me if she hadn't the same problem."

"So… we really can't do anything besides hoping that she will eventually send the comet away?" Twilight asked.

"Not quite," Luna replied. "One thing we can do is to find out more about the chaotic nature of the changed sunlight. If we can analyze the magic behind the spell, we might be able to counter its effects. Also, we need to find out if these changes are made intentionally… or if they are just a side-effect of the chaotic magic stored within the comet."

Suddenly, they both heard a loud commotion in front of the closed throne room doors. Something hit the door from the other side and a loud voice shouted: "I demand to see the princess! This is far more urgent than any commoner's report!"

Luna rolled her eyes when she recognized the voice. "Blueblood…" she sighed. "Just peachy…"

Twilight blinked in surprise at the princess' choice of words, then she said: "Oh… I remember him. He's the unicorn stallion my friend Rarity talked to during the gala. Isn't he Princess Celestia's nephew?"

"Nephew?" Luna snorted. "Hardly. I never had any children, and Celestia and I don't have any other living relatives. He just likes to spread that rumor to raise his own reputation among the nobles. He's vain, snooty, an egomaniac and a jerk!"

Twilight couldn't help but chuckle upon hearing that. "Yes, that fits with what Rarity told me about him. But beg your pardon… if he's such a jerk, why do you let him inside the castle?"

Luna sighed. "Most of his pride and arrogance stems from the fact that his family is among the richest and most influential families in Canterlot. Barring him from entering the castle just because Celestia or I don't like him would be insult to his parents. It's politics, Twilight… it's complicated and annoying."

Twilight nodded, feeling sympathy for the princess. She was glad that she didn't have to put up with stuff like this.

The door then was opened and Blueblood entered, angrily glaring at one of the guards. "Out of my way, servant! My request for the princess is far too important to be delayed any longer."

"Prince Blueblood!" Luna spoke with a voice full of authority. She spread her dark blue wings and stared down at the stallion. "Can you explain this breach of etiquette? I am in the middle of a conference. What is so important that you could not wait outside until your turn comes up?"

"My apologies, Your Highness," Blueblood said in his arrogant voice. "But certainly the request of a proud member of nobility such as I am should come before any insignificant babbling of a… common unicorn like this."

Twilight frowned at him angrily. Common?

Luna narrowed her eyes. "Twilight Sparkle is the prize pupil of Princess Celestia, my sister and alicorn of the sun. She is also the weilder of the Element of Magic and it was her and her friends who saved Equestria when they transformed me back from being Nightmare Moon. She deserves the respect of any pony living in Equestria… including yourself. I might add that we were just discussing the newest threat Equestria is facing… the same dark purple comet that is covering our sun. You might have noticed it if you looked outside your window or watched the news, Blueblood."

"Of course I know about the comet," Blueblood replied, raising his head. "And this is exactly the reason why I am here."

Luna sighed. She didn't enjoy the arrogant stallion's presence, but as a wise regent, she had to listen to any idea and objective coming from her subjects. "Very well… what is it you have to say?"

"I have a request regarding the latest law you established… Your Highness." Luna noted the slight hesitation in Blueblood's voice. "You remember… the law that forbids any pony to venture outside into the daylight?"

"Of course I do remember," Luna rolled her eyes. "It was me who enacted that law."

"Well, I understand the necessity of such a law for the common pony citizen… however, demanding that members of true nobility are to hide away in their homes, cowering from those silly purple rays like COWARDS is going a bit too far, I think. In fact, several of the other members of the royal court have agreed that it is unacceptable. Therefore, on behalf of the Canterlot nobles, I hereby request that this law shall be lifted from any pony who carries a title of prince, baron, duke or count."

Twilight could only gape. Did she just hear him right?

"Prince Blueblood…" Luna said in a strained voice that sounded like she was using all of her willpower to stay calm. "This law was enacted to protect any pony in Equestria from the dangerous effects the changed sun could have on their bodies. And now that I my fears are confirmed after hearing Twilight Sparkle's report, there is no way that I will lift this law for anypony!"

"Surely, you can't believe the words of a commoner like her," Blueblood said in mock astonishment. "I refuse to believe that something silly as purple light would be enough to change a nobleman's glorious stature."

"Listen, I've heard just about enough!" Luna suddenly shouted. Her eyes were ablaze with a sudden fury, and Blueblood stumbled backwards in shock. "Maybe you don't believe her, but Celestia and I found that Twilight Sparkle is an honorable, courageous, intelligent and more compassionate pony than you will ever be, Blueblood! Now leave this room before I lose my temper!"

"But… Your Highness…"

"GUARDS!" Luna shouted.

"Fine… fine… I'll leave…" Blueblood muttered, just when two of the royal pegasus guards came in. He turned around, gave Luna and Twilight a final glance and then left, putting on an expression of outrage.

The guards closed the door behind him and stood in front, making it clear that he could not go back inside. The nobleman huffed as he walked away, down the long castle corridor.

"I should have known… the moon princess is far too untrustworthy in her decisions. If Princess Celestia was here, she would have listened to the pleas of her followers instead of throwing me out of the throne room… in front of a commoner's eyes, no less!" He snarled with anger. "Something must be done… there is too much of Nightmare Moon left in her to trust her. Under such circumstances, she has no right on the throne. Some other pony would be much more fitting to rule in Celestia's absence… only the most noble unicorn in Canterlot… a unicorn like me…"

"You are right, my friend," a voice suddenly spoke up.

Surprised, Blueblood looked around. "Who's there?" he shouted. He couldn't see anybody. He was all by himself. "Show yourself!"

"Stay calm, dear Blueblood. I am not your enemy. I am a friend… an ally who can help you reach your goals. Unfortunately, the circumstances prevent me from visiting you in person… however, I was able to reach you mentally to talk with you."

"What is it you want from me?" Blueblood asked. "Who are you?"

"Oh, I only want to help you… like you, I am not satisfied with Princess Luna's leadership. A stronger leader must be put in her place… a leader as strong, proud and noble as you."

Of course Blueblood felt flattered by this… but he wasn't quite ready to trust the onymous voice just yet. "How can you help me? Luna is an alicorn, and even many unicorns together couldn't hope to topple her."

"I can give you power, Blueblood…" the voice whispered. "Powers you never dreamt of before… powers that shall help you to overthrow the evil regime and become the rightful leader of Equestria! And this powers is not difficult to obtain… there is only one thing that needs to be done."

"And… what might that be?" the aristocratic unicorn wondered.

There was a moment of silence before the voice answered.

"Step outside into the purple sunlight, Blueblood… and let it change you!"


	4. The Moss Mare

Fluttershy was sitting inside her home, alone and depressed. She knew that all of her little friends were outside, enjoying the bright sun and the fresh air and she was happy about that… but she wished she could be out there with them, enjoy their company, help them with any problem they might have. The only way she could make sure that they were all right was looking at them from inside her house… or going outside at night, at an hour when most of them were already asleep.

"I should be happy for them," she sighed. "I should be glad that the sun is not harmful for them… but in a way, I am envious of them. I wished I could go outside and enjoy the sunshine just like they do… gosh, I really am envious!" She crouched down and covered her face with her forehooves. "I'm such a terrible person."

She felt soft thumping against her body and realized that her little rabbit Angel was repidly kicking one of his little legs against her flank… his favorite way of getting her attention. Once the pegasus looked at him, he crossed his arms and gave her a stare of annoyance.

"What is it, Angel bunny?" she asked. "Are you upset with me for some reason?" Seeing his nod, she started thinking. "Are you upset that I can't join you outside?" That answer earned her a deep frown from the white rabbit. Angel then pointed at her and shook his head. "You think I'm wrong? Oh… so I'm not a terrible person, is that what you're saying?"

Sighing to himself, the rabbit nodded.

"But… if I can't help you and all my other friends anymore… what good I am?" she murmured.

Angel grimaced and gave her another soft kicking. "You… you disagree?"

Angel nodded and pointed at some of Fluttershy other tenants inside the house. A little meadowlark with a bandaged, broken wing. A coughing field mouse lying under a warm blanket. And a sneezing gecko sitting next to a big box of tissues.

Fluttershy saw what her bunny friend wanted to tell her. Even though she was unable to leave the house at day, the other animals still knew she was there for them, and they came to her whenever they had a problem. They knew they could count on her, no matter what happened. And they were glad for her help.

"I… guess you're right," she muttered. "Still… I hope we can have the normal, beautiful golden sunlight back so I can play with all of you outside." She sighed.

Just then, she heard a high-pitched chirping noise coming from outside. To her ears, it sounded exactly like a newborn filly's baby cry. She gasped, knowing exactly what this sound meant. "Oh no!" she said. "Sounds like a baby bird fell out of its nest!"

She rushed to the window and looked outside… and true enough, there was a tiny robin lying on the soft grass next to a tall tree, flapping its not-fully-grown wings helplessly and crying for its mother.

The view was heart-breaking for sensitive little Fluttershy. "Its mother is probably away, searching for food," she said in a panicking voice. "Oh no… I've got to help it. The poor little thing needs to get back up into the nest." She made a dash towards the door, but tripped when Angel wrapped his furry little body around her right hindleg.

"Please, Angel," Fluttershy urged him. "I have to go outside and help… I just HAVE to. I'll be quick about it, I promise."

Angel firmly shook his head and refused to let go of her leg. Fluttershy was about to give in… when she yet again heard the desperate chirping of the baby bird.

"I'm sorry, Angel…" she squeaked as she shook her leg to shake him off. The white rabbit stumbled backside and his head hit the leg of a chair, which knocked him out for several minutes. Not realizing that her rabbit friend was unconscious, Fluttershy opened the door and quickly flew outside, to the spot where the helpless little bird was lying… right amidst the purple sunrays.

Of course Fluttershy already knew the effects the changed sunlight had on Derpy and Bon Bon, and that there was no telling what it would do to her. Still, she couldn't leave the baby bird lying there. 'Maybe, if I'm fast enough, nothing will happen to me at all,' she thought.

She gently picked the hatchling up from the ground. "Don't you worry, birdie, I'll help you." She flew up, put the bird back into the nest and flew back to the ground. Then she ran back towards the door, as fast as she could.

However, in the middle of her dash, she found that one of her hooves was stuck somewhere. Maybe it got caught in a branch or was entangled in some vines?

She looked back… and got the biggest shock of her life when she saw what had happened. Her hoof wasn't entangled in anything… it was actually growing INTO the ground! It was changing color too, taking on the same color as the tree itself.

Her hoof was transforming into wood… and it was rooting itself into the ground. Fluttershy realized that she was about to pay a terrible prize for helping the little bird… she was transforming into a plant herself. The brown color was spreading over her leg as more and more of her body changed under the influence of the purple rays.

"No… no… please no…" she whispered pleadingly, even though she had no idea at who the plea was directed. With all her strength, she pulled against the roots that were keeping her hoof in place… but she never had been as strong or athletic as Applejack or Rainbow Dash. And when her other hooves started to root themselves into the ground, she was firmly stuck.

Tears ran down her face when she understood that she could not escape the fate the cosmic rays had in store for her. She closed her eyes and crouched down, curling her body up into a little ball, while more and more of herself transformed into wood.

Ten minutes later, when Angel regained consciousness and looked outside, he found no trace of the yellow pegasus. Instead, there was a tall, slender willow tree growing right in front of the house…

* * *

Spike was startled when, without a warning, Twilight appeared right next to him, causing him to drop the books he was holding at the moment.

"Sheesh, Twilight, warn me the next time you pop in like that."

"Sorry, Spike," Twilight said with a yawn. "I'm just so tired… I need a strong cup of coffee before I leave again. Would you be a dear and make me some?"

"Sure, I can do that," Spike nodded. "But don't you want to take a little break? I mean… you haven't been home for the past two days now, only popping in to get some books or something else you need for your research. Ho about taking a break, at least for a night… I mean day… you look like you need it."

"Please, just make me some coffee," Twilight groaned. "I can't go on a break now… the more people work on this problem, the better. And I promised Professor Horoscopus to bring him that book on astro-magical phenomena, maybe we can find some needed information on how sunrays can change the effect of an intended spell…"

"If you say so," Spike shrugged, going into the kitchen. "But I still think you should at least sit down for one hour or so. I mean, have you looked into a mirror?"

"Are you now giving me advice on my appearance?" Twilight frowned. "You're not Rarity, you know…"

"If Rarity saw you now, she'd just faint away," Spike said from the kitchen. Twilight could hear him rummaging around the cupboards. "Just look at yourself!"

Twilight looked in the mirror… and had to admit that Spike was right. Her mane was a mess, her legs were wobbly, her body coated with a layer of laboratory dust and her reflection was gaping back at her bleary-eyed.

"I'm gonna teleport that book to the professor, but I still have to make one last visit to the hospital," she sighed. "I need to take another look on the condition of Ditzy Doo and Bon Bon. Up to now, they are the only two exemplars of changed ponies we have."

"Exemplars? They are no test subjects or guinea pigs, you know?" Spike said while the coffee machine was running.

"I didn't mean to put it that way," she replied. "But we need all the information we can get if we want to protect everypony else from the sunlight's effects."

"Well, all right… but make sure to come home as soon as you feel exhausted, okay?" Spike told her as he came back out of the kitchen, holding a warm mug of coffee.

"It's very sweet of you to worry about me like that," Twilight smiled. "But I'm a grown mare, you know? I can take care of myself." She levitated the mug out of the dragon's hands and drank. She could feel how the warm coffee pleasently ran down her throat and brought some life back into her. "I'll come home as soon as I'm done with the hospital visit, I promise," she said.

After finishing her coffee, she took a quick look outside. "Ten o'clock… it's not visiting time yet at the hospital, but I'm sure Nurse Redheart won't mind when I show up right now." She put the mug on a table. "I'll be back soon, Spike. So don't you worry," she told her young friend and assistant.

"Well, okay… I mean, Owlowiscious is worried about you too, you know?" he muttered.

She gave him another smile and then activated the teleport spell. In a flash, she disappeared and almost instantly reappeared in the hospital, startling the nurses.

"I'm sorry for this unannounced visit," the unicorn apologized. "But I wanted to check up on your patients, if that's okay with you."

"Oh… no problem at all, Twilight," Redheart said as soon as she regained her breath. "Derpy isn't here anymore, however. Since she said that her headache was over and we couldn't detect any sort of physical anomaly, we agreed to let her stay at her home. Bon Bon is still with us, however."

"Can you still tell me something about Derpy's condition?" Twilight asked. "Did she still spout out complicated formulas?"

"Not in the way she did before… however, her mental capacity has increased tremendously. Not only does she understand the most complicated of formulas, she also gained the ability to invent new machines in the blink of an eye."

"Yeah," Lyra nodded as she entered the room. "When I was at her home, she took apart half of her household devices to create a working, automatic seesaw for her daughter… in less than ten minutes!"

"Wow… that sounds impressive," Twilight said. "I've got to pay her a visit one of these days… I mean, nights. Anyways… how's Bon Bon doing?"

"She's feeling much better, thanks for asking," Lyra smiled. "Got quite the appetite, too."

"Her wings finished growing in two hours ago," Redheart explained. "They are… unusual, to say the least."

"Can I take a look at them?" Twilight asked. "Oh, and I guess I can use the opportunity to say hi!" She chuckled.

"Well, she's awake at the moment, so I don't see any reason why not," Redheart shrugged. Together, the three of them walked inside the room where Bon Bon was lying on her bed, eating a dandelion sandwich.

"Hello Bon Bon," Twilight greeted her. "It's good to see you're feeling better."

"Hi Twilight," Bon Bon smiled, quickly swallowing the rest of her meal. "Sorry, I was just having some breakfast. Lyra brought me this delicious sandwich. She's so thoughtful."

"Aw, it was nothing," Lyra said with a blush. "A-anything for a good friend."

Twilight and Redheart exchanged a knowing smirk. Basically everypony in Ponyville knew that the relationship between Lyra and Bon Bon was something bigger than just a regular friendship.

"How are your wings? Can I take a look at them?" Twilight asked.

Bon Bon nodded. "Sure, no problem. Still getting used to the idea that I'm a pegasus now… and I'm not used to all those new muscles yet."

It took her some time, but eventually, she managed to spread her wings. Twilight was so surprised at the view that her mouth was hanging open.

"Th-those are…"

"Not regular pegasus wings, I know," Nurse Redheart nodded. "They resemble bird's wings much more than the common pegasus wings, in coloration as well as shape. They are much bigger, too. I'm not really a bird expert, but from the colors, I'd say that they resemble the wings of a hawk."

"I can already tell that all the pegasi are gonna be envious of your beautiful wings," Lyra smiled.

"Interesting…" Twilight said as she inspected the wings a bit closer. "The wingspan is almost twice as big as usual… so that means the purple sunlight didn't just change her into a regular pegasus, she esentially transformed her into a new subspecies of ponies."

Bon Bon felt a slight shiver running down her spine. "I don't really know if I'm comfortable with that idea," she murmured.

"Well, hopefully we'll be able to figure something out to put all of this to an end," Twilight said. "Thank you, Bon Bon… and I'm sorry for making this a short visit, but I think I should go back home or Spike will be worried about me."

"You look like you could use some rest," Nurse Redheart agreed. "When was the last time you took a rest, dear?"

"Oh… I think that was the day before yesterday, right before the comet appeared for the first time…"

The nurse gasped. "And you haven't slept the whole time? Young lady, you will go home right now and get some sleep! Doctor's orders!"

"It's okay… I just need to rest for one hour and…"

"NO!" Redheart angrily stomped her hoof down, making Twilight flinch. "You won't leave your bed until you had at least one day of rest. Do you want to strain your body? The scientists in Canterlot can't really depend on the help of a pony who has a worn-out body. To bed with you, right away!"

"Okay… okay… I'll go to bed…" Twilight muttered. "I'll teleport right into my bed, satisfied?"

"Absolutely not!" Redheart shook her head. "You simply must stop using your magic for every simple task in front of you, Twilight Sparkle. The moon is up and it's a beautiful, bright night. You can walk home. You could use some fresh air and the library is not that far away."

"All right… I'll walk," Twilight sighed in defeat.

* * *

On her way back home, she noticed just how tired she was. Her head felt so heavy that she had trouble keeping it from dropping. Her vision was so blurry that she almost ran into somebody.

"Whoa there, partner! Careful there!"

Twilight looked up and recognized her friend Applejack. "Oh, it's you, Applejack… sorry I bumped into you. I'm on my way home… I guess I really need some sleep."

"Welp, ya sure don't look so fancy," Applejack said. "Ya look like y'all study all night and day long in that dusty lab o'yours."

"Probably wasn't the best of ideas," Twilight yawned. "So… where are you going, Applejack?" She looked behind her friend and noticed the cart filled with apples she was pulling. "Making a delivery?"

"As Big Macintosh would put it: Eeeyup!" the ranch pony replied with a smirk. "Ah'm bringin' these apples over to Fluttershy, she often orders some for her lil' critter friends."

"Well, don't let me stop you," Twilight mumbled. "All I want is my bed and some very, very soft pillows…"

"Don't let the bedbugs bite you!" Applejack shouted after her with a smile. She shook her head. "That Twilight… stickin' her nose so deep in a book that she forgets to sleep… that's so like her." Chuckling, the earth pony continued on her way until she reached Fluttershy's cottage at the edge of the woods.

"Delivery's here!" Applejack shouted. She then noticed the willow tree growing in front of Fluttershy's door. "What in tarnation… was this tree always here? Ah'm sure ah never saw it before." And as an apple farmer, she knew that trees just didn't grow over night.

She then felt someone tugging her tail. She turned around and saw Angel sitting there. The white rabbit looked pretty upset for some reason.

"What the hay's wrong with you, lil' bunny?" Applejack wondered. "You look like you saw a ghost or somethin'."

Angel frantically waved his forelegs around, then hopped a bit in the air, still fluttering his legs. Afterwards, he pulled his floppy ears down and gave Apllejack a very meek and shy look.

"Wait a minute… yer tellin' me somethin' here, are ya? Okay, ah'm not good at these guessing games, but whatever… umm… you're fluttering… and you're shy… Fluttershy? That what yer sayin'?"

Angel nodded. Applejack grinned. "Hay, guess ah'm not as bad as this as I thought I'd be. Okay then, next part."

Angel then pointed over at the willow tree repeatedly.

"Okay, that one's easy… Fluttershy climbed up on that tree, right?"

Angel shook his head and pointed at the tree again, this time more urgently.

"Uuuh… she planted that tree here, maybe? Wait, she knows next to nothing about planting trees… maybe she wants me to take care of it?"

Angel facepawed. He ran up to the tree, repeated his Fluttershy imitation again and tapped his paw against the tree's trunk.

"Well, how in the world am I supposed to understand whatever it is you lil' fuzzbal are tryin' to tell me, huh? Could be anything… Hay, maybe yer even tryin' to tell me that Fluttershy went out into the purple sunlight and was changed into this willow." She chuckled. "Heh… imagine that…"

She was surprised when Angel nodded and gave her the thumbs up. "Now wait just a darn tootin' minute… I was just kidding! Yer tellin' me… this here really IS Fluttershy?"

When Angel nodded again, Applejack stared up at the willow tree in disbelief. "Oh horseapples…" she muttered. She slowly walked up to the tree and put a hoof against it. "Fl… fluttershy? Is that… is that really you in there, sugarcube?"

There was no response except for the wind blowing through the leaves. The tree looked just like any other willow tree… except that it was growing in front of Fluttershy's house.

"Oh no…" Applejack muttered. She sat down next to the tree and softly nudged one of it's long, tendril-like branches which was dangling in her face. "I know you said you would like to be a tree and all… but dangnabbit, girl, you shouldn't take that literally!" Angrily, she knocked her right hoof against the trunk's hard bark. She then leaned her head against it and sighed.

"Don't you worry, sugarcube… ah'm sure Twilight will find a solution… eventually…" She didn't sound too convinced by her own words, though. Applejack was a proud and strong earth pony, often even feeling to stubborn to cry in a seemingly hopeless situation… but now that she realized that she might never be able to see her friendly, gentle, lovable pegasus friend again, she felt a sudden hiccup in her throat.

Then her ears perked up. Was there a response? Didn't she hear Fluttershy's voice just now? Or was that just the wind and her ears were playing tricks on her? She listened again. She didn't hear a voice… she heard a creaking sound right next to her. She blinked in surprise when she saw how the tree trunk was moving… and then there was a splintering sound and the trunk split open, creating a gap in the wood. And through that gap… she was able to see a body. Not just any body, the body of a pony. A pony with a pink mane and wings… she was lying there, inside the tree, with closed eyes, as if she was sleeping. The gap opened wider and the body of the pony slowly began to slide out. Applejack quickly jumped up to her feet and caught the body with her athletic body. Carefully, she put her down on the soft ground.

It was Fluttershy, there was no doubt about that. She recognized her face, the way her mane was styled, her wings and her slender stature. But at the same time, she was so different from before… her body felt like it was entirely made of soft, malleable wood and other plant matter. Instead of her normal, yellow coat, it was covered with a fine layer of green moss. Her mane was a soft mat made of grass and vines, colored pink like the petals of a flower. And on her flank, there was her cutie mark… only that it was made of three small, pink flowers that had the shape of butterflies.

Applejack stared down at her friend's changed body. For a while, she had a hard time to grasp the whole situation. Angel hopped up to the two ponies and stared up at Fluttershy, looking as helpless as Applejack.

Applejack then softly nudged the sleeping pony with her nose. "Fluttershy… Fluttershy… wake up, sugarcube."

With a soft moan, the plant-like pegasus opened her eyes… which had changed color to a dark, forest-like green. "Huh?" she murmured. "Is… is that you, Applejack? Wh-what happened to me?"

"Yer asking me?" Applejack wondered. "Ah came by yer house to bring you some apples and ah find you wrapped up in this here willow tree. And now you look like this."

Fluttershy looked down at her body. "Oh… oh my goodness…" she muttered. Applejack carefully put her on her four hooves and she took a closer look. "This is… me? Oh no! I remember… the sunlight… I went out into the sunlight…"

"That's what ah figured, but why in the world would you do that?" Applejack asked.

"I… I had to help that little birdie who fell out of his nest…" Fluttershy muttered. "Maybe it was foalish that I didn't think of the consequences… but I just had to help the poor thing!"

"Oh for Pete's sake…" Applejack sighed. "You and your love for little critters…"

"I'm so sorry for making you worry…" Fluttershy sniffled, pulling her vine-like hair in front of her face. "I'm hideous… aren't I?"

"No way, sugarcube!" Applejack protested, brushing the mane back as she looked into her friend's green eyes. "You might not look quite like you did before you changed… but you're NOT hideos! You're… you're… just like a pretty flower." Applejack shook her head. "Did ah just say that?" she muttered. "Good think Rainbow didn't hear it or ah'd never hear the end of it."

Fluttershy beamed at her. "Thank you, Applejack. You're a good friend." She sniffled one more time before looking down at herself. She smiled. "I guess it could be worse…"

Applejack just hoped that this was the last time somepony stepped into the purple sunlight, even though they should know the dangers by now…

* * *

It was calm and quiet in the grand park of Canterlot. There was no pony around, not even the old caretaker. As it was the middle of the night, most of the animals that lived in the park were still sleeping peacefully.

But then, someone came into the park… a single unicorn stallion who walked along the path, feeling uneasy and nervous. It was none other than Prince Blueblood.

The noble had been unable to find any sleep the whole day long. Ever since that voice had talked to him, he had been pondering the current situation in Canterlot… no, not just in Canterlot, in all of Equestria. The situation called for a strong leader, a more capable leader than the foalish Luna. In any other situation, Blueblood would have glady used the chance to strengthen his political position and his influence over all the other nobles at court.

Still, that onymous voice… Blueblood had a very bad feeling when he remembered the deep voice that spoke directly in his mind. He didn't know anything about his invisible benefactor. And then there was the risk… would the cosmic rays truly give him the power he needed?

But maybe this was the only chance he ever got. Would he want to watch how the moon princess continued to seek the advice of commoners while the true members of her court had much more urgent complaints? Should he endanger Equestria itself by leaving leadership in the hands of the alicorn that was once Nightmare Moon?

He shook his head. He'd rather risk his life by exposing himself to the changed sunlight.

"I will be waiting here, for the sunrise," he told himself. "Yes, that really is the best… once I have the promised power, I shall remove that foal Luna from the throne… and any commoner who dares approach the throne without my consent will be thrown into the dungeon!" He smiled and nodded. In his mind, he had a lot of plans for Equestria… and for them to come true, all he had to do was to wait for the morning sun. Easy as that.

So he waited. Staying in the park for hours was very boring for the unicorn stallion. More than once, he wondered if he should just go home. But then he shook his head. "No! I shall endure this boredom for the good of the kingdom!"

And finally, it seemed like his patience and endurance was rewarded. In the far East, he could see the first rays of the morning sun. The land was slowly coated in purple, sunrays that were filtered with the magic of the comet.

Blueblood walked up to the highest hilltop inside the park and awaited the warm sunrays with a smile on his face. This wasn't just any dawn… it was the dawn of a new era… the dawn of the rule of Blueblood.

When he felt the warmth of the sun on his face, he sighed. He had missed this feeling. Royalty was supposed to bask in the light of the day. Let those commoners crawl in the night… he would bask in the sun's glory like Celestia herself.

Then he heard a faint snicker in a corner of his mind. "Very good, my little unicorn friend…" the voice of Horde Prime chuckled. "Very good… you paved the path for my rebirth. Now, you shall be rewarded… accept my gift of POWER!"

And suddenly, the sun's light seemed to be brighter than ever for the poor Blueblood. It was so bright and blinding that he had to shield his face. After a while, it became even painful. He screamed when the pain became unbearable.

"MY FACE!" he screamed. "IT'S MELTING!" His forehooves reached up to rub his face, to get the unimaginable pain away from his royal visage. Unable to stand upright anymore, he stumbled over, rolling down the hill. At the edge of a still lake, he came to a stop. The pain inside his skull was throbbing. He lifted his hooves in front of his face to shield it from the pain… from the sun… from the entire world. He couldn't watch how his whole body transformed. It turned from its brilliant white to a dark blue. At the same time, every single hair on his tail fell out, leaving a spindly, squirming appendage resembling a rat's tail. His cutie mark shifted and spun around, changing from the blue and golden compass rose to a dark, purple star that resembled the comet blocking the sun.

Finally, the pain was going away. It left a hollow, empty feeling behind in his head.

"Go on, my newest disciple," Horde Prime said. "Take a look at your new self…"

The stallion turned his head and looked into the waters of the lake next to him.

What was staring back at him wasn't the face he knew. It wasn't a real face at all. The thing that grinned at him was nothing but a pale yellow unicorn skull, topped with a sharp, wicked-looking horn. Its eye sockets were empty except for a pair of blazing purple lights shining within the depths.

"How do you like your new look, Blueblood?" Horde Prime asked.

"Blueblood?" The former prince began to chuckle. And after a while, the chuckling turned into a loud, maniacal cackle as the dark pony with the floating skull over its shoulders rose to its feet.

"BLUEBLOOD IS DEAD!" the creature screamed. "I am… SKELETOR!"


	5. Pink Tricks and Beastly Birds

The creature that had been Blueblood grinned down into the pool of water... grinning was pretty much the only emotion he was possible of showing with his skull face. Looking at his reflection, he could see that his body had grown during the transformation… now he stood nearly as tall as Celestia herself. He chuckled to himself… only more proof that he was destined to be the new ruler. He then lifted his head and concentrated. His horn was surrounded with a dark purple aura, similar to the purple sunrays.

He then lowered his horn and aimed it at a nearby tree. A blast of dark energy came shooting out of the tip, piercing the tree like a lance of destruction. The plant exploded in a spectacular burst of dark magic, wooden splinters and dead, scorched leaves.

"HAHAHAHAHAHAHA!" the former prince laughed. "Power… unimaginable magical POWER! Oooooh yes, I can feel it… your precious days as ruler of Equestria are numbered, Luna… Mock me, did she? Throw me out of the throne room, did she? Well, I'll show her… banishment is too good for her… with a single blast of my new, spectacular powers, I will reduce her to a pile of ashes, yes!"

"Calm yourself for a minute, my disciple, and listen!" Horde Prime told the twisted, insane unicorn. "Skeletor, while I share your contempt and hatred towards the moon princess… wouldn't it be wise to wait and build up forces?"

"What do I need forces for?" Skeletor grinned. "With the powerful magic you gave to me, I'll be able to beat the foal Luna for sure. She is just a mere shadow of her sister… crushing her will be easy!"

The bodyless voice continued to echo in his mind. "Indeed, you are truly a force to be reckoned with and your powers exceed those of Luna… but still, she is surrounded with an army of loyalists and soldiers who would rather die than betray her. And no matter how powerful you may be, you can't fight a whole army all by yourself. And then there are the bearers of the Elements of Harmony… seeing that you fight against the sister of their beloved Princess Celestia, they will most likely use the Elements against you."

"The Elements of Harmony?" Skeletor snorted. "Please… all they accomplished was to banish that foal Luna to the moon after she had that tantrum that turned her into Nightmare Moon… and the bearers are just little fillys, mere children who do not even understand the powers they are meddling with. On top of everything, they are dirty commoners… lowlifes like that dare to meddle with the mighty sorcerer Skeletor?" He snickered to himself with his insane laugh. "Don't make me laugh!"

"Do not underestimate the Elements… true, their bearers are nothing without their little trinkets… but keep in mind that after the battle against the wicked empress, you will be weakened… vulnerable enough that the Elements of Harmony might do the same to you as with Nightmare Moon… or even worse, they might kill you. Even if an apprentice unicorn like Twilight Sparkle uses the powers of magic, it could prove to be an effective weapon. My advice: Go and acquire an even more powerful artifact to counter their elements."

"A powerful artifact? And what exactly are we talking about?" Skeletor wondered.

Horde Prime chuckled. "You'll see… go into the Everfree Forest… into the old castle of the royal sisters… and you'll see."

* * *

Applejack had been willing to spend the rest of the night and the following day at Fluttershy's cottage, to console her friend. Fluttershy was still shaken by what happened. Still, that didn't stop her from taking care of her patients, or from preparing some food for herself, her guest and the animals. To make sure no one back at the farm would be worried about her, Applejack wrote a quick letter to Big Macintosh, in which she explained everything to him. One of Fluttershy's bird friends was more than happy to deliver the letter. After they were finished with dinner, Fluttershy told her friend that she could sleep in her bed for this night. The country girl wanted to protest, but Fluttershy insisted.

She put a blanket and a pillow on her couch and lay down to sleep… but she quickly realized that she couldn't find any sleep like this. She felt…obstructed. Seperated from the ground. She wanted to sleep as close to the earth as possible. Inside the house, she felt isolated.

Hearing the soft snoring from upstairs, she realized that Applejack was already sleeping. "I really don't have to wake her just to tell her I'm going to sleep outside," Fluttershy decided as she walked back out into the garden. For a while, she searched around for a soft spot on the grass… but then she looked at the willow tree that stood in front of her. She felt something deep within her… as if the tree was beckoning her to come over. She saw the gap through which she had slipped out of the tree's trunk after her transformation was complete. It looked warm inside. And cozy.

She smiled. "Well, why not?" she asked and flew up into the gap. The inside of the tree was covered with soft moss, and when she lay down on it, a blanket of leaves grew out of the wood and covered her. The gap closed itself around her, leaving only a small slit, just big enough for her to look outside.

"This feels very nice," she sighed to herself as she closed her eyes. She felt warm, safe and protected. Soon enough, she fell asleep.

* * *

Applejack had always been an early riser, and as soon as she felt the moonlight shining through the window, she rubbed her eyes and got out of Fluttershy's bed.

"Rise and shine, sugarcube!" she smiled as she went downstairs. However, she was surprised to see that Fluttershy was nowhere to be found. Alarmed, the earth pony ran to the window and looked outside… just in time to see how the gap in the tree trunk opened up again and Fluttershy gently slid down to the ground.

"Ah'll never get used to that, no matter how much ah'm gonna see it," Applejack murmured to herself.

Later, the two ponies were sitting inside, sharing a quick breakfast. After a morning cup of coffee (even though it was actually an 'evening cup'), Applejack spoke to her friend:

"Fluttershy, listen… we need to talk to Twilight. We need to show her what happened."

"Do… do we have to?" the moss-covered pegasus muttered nervously. "What if… what if… she'll laugh at me? I mean… look for yourself… I'm not normal anymore…"

"Don't ya get started on that, missy!" Applejack said sternly. "Your still Fluttershy, no matter what you look like. And Twilight is the last pony who'd laugh down at somepony else jus' because she got bad luck. Now, up to your hooves. And don't you worry… Twilight will find a solution for certain."

"O… okay…" Fluttershy said meekly as she stood up and followed her friend back towards town. She then looked back at the willow tree in front of her house.

"Now what's the matter?" Applejack wondered, stopping when her friend did.

"I… I don't know," Fluttershy said. "It feels weird… even though I'm leaving the tree behind… I still feel some sort of, I don't know… attachment to it?"

"Aw, is that all?" Applejack smiled. "That's not unusual at all."

"It isn't?" Fluttershy wondered.

"Nope, not at all!" Applejack shook her head. "Don't you remember the hard time I had when I had to let go of Bloomberg?"

Fluttershy thought back to their journey to Appleloosa. "Well, yes… but I don't really know if that…" She then stopped herself. Of course she knew that it wasn't normal for a pony to grow that attached to a tree like Applejack was to the apple tree she had left in Appleloosa, but she didn't want to hurt her friends feelings either, so she simply said: "You know… maybe you're right. I shouldn't worry too much."

Applejack smiled. "Great! Now that that's covered, let's go, sugarcube!"

Fluttershy still looked back at the willow one last time. What she was feeling was more than just an attachment. She didn't know if Applejack or any other pony would understand, but it was like the tree was a part of her. She could feel it.

While following Applejack, she looked down at her changed body, sighing once again when she saw the moss that covered her, and the green wings that now sported leaves instead of feathers. "Maybe it's not such a good idea to go into Ponyville…" she said in her quiet voice. "I don't want to make anypony feel uncomfortable…"

"They'll just have to get used to it," Applejack said. "And if anyone says anything dumb, ah'm gonna give 'em a bucking they'll never forget. Besides, it's still early… "

She was right. The sun had set just a few hours earlier, and there was basically no pony on the street. Still, the library was at the other side of town, and there was still the chance that on their way there, they would run into some other early risers. But there was no way around it… Twilight and the researchers in Canterlot were the ones that were trying to find a solution, possibly even a cure for those who were changed by the sunrays. Fluttershy also knew that she would have to face her other friends, sooner or later.

On their way through town, they also came past Sugarcube Corners. There was already some light inside, and through the windows, they could see the silhouettes of Mr. And Mrs. Cake, who were most likely preparing the bakery for the first customers of the night.

Fluttershy felt a bit of relief when she realized that the library was just around the corner. It looked like they were able to reach it without having to confront anyone else…

She let out a loud squeak of surprise, when a big, black spider suddenly came dropping down from above, dangling right in front of Applejack and herself. Applejack let out a surprised gasp as well, but she wasn't nearly as shocked as Fluttershy, who fell back on her flank and scooted away from the spider.

"What in tarnation…?" Applejack shouted. She then frowned and gave the spider a tap with the hoof. It was made of rubber.

Hearing a snorting giggle above her head, Applejack rolled her eyes. "Pinkie Pie… that was not funny!"

"Oh yes it was!" the pink mare laughed as she was leaning out of her window, right above them. She was holding a stick with a long thread, a thread that was attached to the dangling rubber spider. "You should have seen the look on your faces, Applejack! Teeheehee!"

"Don't you have anything better to do than scaring the apples out of bypassing ponies early in the morning?" Applejack snorted.

"S-sorry, but when I saw you two walking past the shop, I couldn't help it, it was waaaayyyy too tempting…" Pinkie snickered. "Who's your friend anyway? Is she new?"

Applejack sighed. "No, she is NOT new and you do NOT have to throw a welcome party for her. It's Fluttershy!"

"Flutter… Fluttershy?" Pinkie asked in confusion. Then she giggled. "Oh, don't be silly, Jackie… Fluttershy is yellow, not green."

"It… it's really me, Pinkie," Fluttershy spoke up softly. She had calmed down visibly. "I was changed by the sunlight, you know?"

Pinkie Pie let out one of her infamous Pinkie gasps and quickly came downstairs and outside, at the side of her two friends, so fast that Applejack was surprised she didn't create a Sonic Rainboow with her speed. "OHMYGOSH Fluttershy, I'm sooo sooo sorry for scaring you like this… I d-didn't mean to… I didn't know it was you! I'm such a meany mcmeanypants… Please don't be mad at me… please please please?"

"Oh for Pete's sake!" Applejack sighed. "Calm down, willya? It's not like she had a heart attack or anything."

"It's okay, Pinkie," Fluttershy smiled. "I was a bit surprised at first, but… it was just supposed to be a joke, right? And normally, I actually like spiders." It was true. Fluttershy loved every animal that lived and she never could bring herself to destroy any cobwebs… the only reason why her house wasn't covered with them was that the spiders liked her as much as she did like them, and after explaining that cobwebs made a pony's house look untidy and dirty, they decided not to spin their webs inside Fluttershy's home anymore.

"So you're not mad? Phew!" Pinkie overdramatically wiped some sweat from her forehead. "That's a relief."

Applejack shook her head. "What the hay are you sayin'? This is Fluttershy we're talkin' about. The day she'll get mad at somepony is the day the sky is gonna fall down on Equestria."

Pinkie Pie wanted to point out what happened at the Grand Galopping Gala… but quickly decided that it would probably be for the best not to address that certain event. To change the subject, she examined Fluttershy's body and said: "Sooooo… you changed, huh? Looks like you didn't get Derpy's smarts or Bon Bon's wings… then again, you had wings to begin with, teehee."

"Where did you hear what happened to them?" Applejack wondered.

"Silly, don't you know that nearly every pony in Ponyville shops in Sugarcube Corner? I hear all sorts of news while I'm working for the Cakes," Pinkie grinned. She looked back at Fluttershy. "Whoa… that's really fuzzy-wuzzy mossy-wossy there, Fluttershy. And… are those flowers? They're so pretty!"

"You… you think so?" Fluttershy asked.

Applejack grinned. "See? Ah told you so! Nuthin' wrong with the way you look. It's different, sure… but not necessarily in a bad way."

"She's right, Fluttershy, you look so sweet like this… almost sweeter than the candy cane I ate this morning. Or is that evening? Oh, whatever." Pinkie shrugged. "You shouldn't worry your pretty little head, Fluttershy. If everypony who changes turns into something as pretty as you, then I'll bet they all want to get changed."

"We're trying to avoid that from happening, Pinkie, remember?" Applejack frowned. "That's why I need to get Fluttershy to Twilight so she can take a look at her. We're on our way to the library so Spike can send a letter to her at Canterlot."

"Then you better get those hoofsies moving," Pinkie smiled. "And tell her I have a party prepared for when she returns back home."

Applejack rolled her eyes, but still nodded. "Will do, Pinkie. See ya!"

"Bye, Pinkie," Fluttershy smiled as she and her hatted friend continued on their way to the library.

Pinkie sat down and started thinking. Yes, it was true, Pinkamina Diane Pie was honestly starting to think about the whole situation involving the comet, the purple sunlight and the transformed ponies. It even involved scratching her head and looking up at the sky ponderingly… Pinkie wasn't sure if ponderingly was an actual word, but she liked how it sounded, so she didn't bother trying to find an alternative for it. She continued to ponder while she worked, and Mr. and Mrs. Cake as well as the regular customers were very surprised at the sight of a Pinkie Pie with such an unusual, thoughtful expression on her face, even while she sold cupcakes bakery goods.

After work, Pinkie was pacing back and forth inside her room, still thinking. Her pet alligator Gummy was sitting on her bed and watched her walk by with the same blank expression he always put up.

"Bon Bon got wings… Derpy got smart… and Fluttershy became a plant… which is weird, but not that bad, and she looks really pretty now… every pony who changed got something good from the funny purple sunlight. Gummy… I'm starting to think that maayyyybeeee… the purple light isn't all that bad. I wonder what'll happen if I get out into the sunlight… Hmmmm…" She scratched her head again. "Maybe I'll turn into something incredibly funny, heeheehee… Oh wait, Bon Bon became a pegasus… maybe I'll become a unicorn? That means I could do magic." She giggled. "I can see it: BEHOLD the powers of the Grrrrreat and Powerful PINKIE!" She laughed at her little imitation of Trixie.

"You know what, Gummy?" she then said. "I think I'm gonna try it. Yeah, I'll do it… tonight… I mean, today, I will go outside into the sunlight and see what happens. It'll be fun… and Pinkie Pie loooooves herself some fun!" she grinned. "I mean, c'mon! What the worst thing that could happen?"

* * *

Skeletor, the powerful, dark sorcerer, disciple of Horde Prime, was not happy. At the moment, he was walking along a long, dusty road, the same road that connected Canterlot to Ponyville. It was the road that was used by those unicorns and earth ponies who didn't have the privilege of using a chariot with winged pegasi to get to Equestria's capital city. It was a very long road, leading down the mountain, through some hills and past several farms before it came past Sweet Apple Acres and finally reached midtown Ponyville.

Skeletor did not have wings, neither could he use one of the royal chariots. He knew that his appearance would alarm the royal guards, and then it was just a matter of time before Princess Luna knew about his transformation and possibly his entire plans. So he had to do something he would have never accepted in his former life: He had to WALK to reach the Everfree Forest.

"This is so degrading…" he grumbled. "And ridiculous! I'm supposed to be the most powerful unicorn in all of Equestria now… so why can't I use a simple spell such as teleportation to reach this blasted castle in the forest?"

"Your power is exceptional, Skeletor," Horde Prime told him. "But you can only use those spells you have learned in your life." The evil overlord tried to hide the annoyance in his voice. He certainly had not expected that Blueblood did not know the teleport spell yet. "Did you never feel the need to be somewhere in a short amount of time?"

"There was no need!" Skeletor shouted. "Whenever I wanted something, I usually sent a servant to gather it for me. Why should noble stallions strain themselves when they have servants for that?"

Horde Prime mentally rolled his non-existant eyes. Maybe choosing Blueblood for this role had been a premature decision… controlling the transformation like this put a strain on him. Thanks to Celestia's interference, it wasn't something he could do very often, especially not if it involved giving a 'normal' unicorn like Blueblood magical powers on the level of an Alicorn.

But even though this new Skeletor turned out to be more annoying than he had suspected, it just meant that he had to be patient a bit longer than planned. Skeletor WOULD reach the castle in time and he WOULD find the powerful artifact hidden in there. The only pony that could possibly stand up against his power was Luna… and she was unaware of his transformation and his actions.

"The Everfree Forest is filled with countless wild beasts, monsters that would not hesitate to devour a regular pony," Skeletor mused. "The old me would have run away from their hideousness like a coward…" He laughed. "But not anymore… I am a new pony now, a powerful wizard, and every creature shall cower in front of me!"

"Do you remember what I told you about wild beasts and animals that are devoid of any intelligence?" Horde Prime asked him. "They have a natural resistance against magic. Of course you can always kill them, but wouldn't it be much more profitable if you had the ability to control them?"

"A legion of monsters…" Skeletor pondered. "Yes… that sounds tempting. They shall shred anyone to pieces who dares to oppose me. But how can I control them if they will resist my magic?"

"Be patient and see… sometimes, a coincidence turns luck in favor of the chosen ones," Horde Prime enigmatically said. "Keep your eyes open and remember what I told you about your powers… at will, you shall be able to imitate the transformative capabilities of the purple sunlight."

"A coincidence…" Skeletor muttered. "Whatever does he mean?"

Then his gaze fell upon the road in front of him… and he saw the winged creature that came walking from the direction of Ponyville. It wasn't a pegasus… it was a gryphon. A brown gryphon with white head feathers…

* * *

Gilda was not having a good day. It was bad enough that she had to take a low-paid job at a delivery company in Canterlot to ear her living, that she was forced to listen to the orders of a grumpy old earth pony boss and that she had to haul around those heavy crates… what made matters worse was that her last assignment was to deliver a crate to Ponyville.

Ponyville of all places… even though she had wished she'd never have go back there, risking the chance to run into that loser Pinkie Pie, any of her dweeb friends… or even worse, into Rainbow Dash. While Gilda was feeling insecure about what she thought about her former best friend, she figured that it was probably for the best to stay out of the rainbow-maned pegasus' way for the next couple of months.

At least she was lucky enough not to run into anypony she knew. And now that the heavy crate was off her back, she felt relieved. Still, her wings were pretty sore. As it turned out, the crate was a shipment of sofas to a shop in Ponyville that only sold two things for some reason, and had the appropriate name of 'Quills of Sofas'.

Why couldn't it have been a delivery of quills?

She felt so worn out that she decided to go back on foot. It would take her much longer, but she could rest her wings a bit. She would have to listen to one of her boss' rants, but she couldn't care less about him.

If only it was a bright and sunny day… but no, that stupid comet had to come and mess up the sun. Flying around in the night wasn't nearly as fun… and most importantly, how could she be cool when no one could see her in the dark of night?

When she reached the hills around the mountain on which Canterlot was built, she let out a groan. Up to this point, the path had been pleasantly flat and smooth.

"Maybe I should rest a bit and fly back to Canterlot once my wings are back in shape," she grumbled.

But then, she saw someone approaching her. At first she thought it was just an unusually big unicorn on his way to Ponyville, so she simply moved aside to let him pass… but when the moonlight shone on his face, she gasped.

"What the heck?" she said as her eyes widened. "Hey, either that's a pretty awesome mask… or you are one messed-up pony, dude!"

"I am Skeletor!" the stallion with the skull-head spoke in a booming voice. "I am the most powerful sorcerer in all of Equestria and the future ruler of Canterlot!"

Gilda stared at him for a while. Then she snickered. "Good one, dude… as if anyone could stand up against Big Boss Pony Celestia… not that I care for her or dorky Luna…"

"I'm glad to hear that you wouldn't side with Luna," Skeletor grinned. "I am offering a one-time opportunity here, beastly gryphon. You look pretty strong… side with me, and I will offer you a most profitable position as one of my personal hitmen. By the time I'll be indesputed ruler of the land, you shall be feared among ponykind!"

Gilda raised a feathery eyebrow as she glared at the skeletal unicorn. "Sounds tempting, dude… but no thanks. For one thing, I'm not really that good with authorities. And then there's that second reason…"

"And what reason would that be?" Skeletor asked.

She smirked. "I don't wanna lose my cool by siding with a kooky idiot like you. You got some impressive make-up, I'm gonna give you that, but looking creepy won't be enough to scare Luna off her throne. As if she's gonna take a dude seriously who looks like he's out of an awful B-movie." She chuckled.

For a moment, there was no response. But then, the seemingly empty eye sockets within the pale skull lit up with a glowing, dark energy, and Gilda started to think that it was probably a bad idea to insult this sinister-looking unicorn without knowing anything about his power.

"You will learn… to respect me…" Skeletor growled with a trembling voice. "No… you will learn to FEAR ME!" His horn lit up in the same dark light as his eyes, and before Gilda had any chance to react, a powerful beam of magic was shot at her, engulfing her in an aura of darkness.

Gilda groaned and shivered. For maybe the first time in her entire life, she felt scared. The magic was holding her in place and the darkness was blinding her. She felt pain… and it was worse than that time during Junior Flight Camp when she had crashed into that mountain. She realized that this 'Skeletor' was not just a showoff… he was in fact really powerful. And he had her in his grasp. She tried to get out of the darkness, but she couldn't move. She was completely at the mercy of this madman. And when the pain became worse, she feared for her life. "Please…" she moaned. "Please make this stop…"

Skeletor could feel the pain and fear of the gryphon. Yes, this was what he had wanted his entire life… people groveling at his feet, squirming on the ground… "Say it!" he commanded. "Say that you are going to be my lackey, my strongman, my loyal servant for all eternity!"

"I'll do whatever you want, but please make it stop!" Gilda pleaded.

"Swear it! Swear that you will be my underling and that you will never question my authority!" Skeletor shouted.

Gilda grimaced. "I… I swear it! I swear to listen to your orders, now PLEASE stop this!"

Skeletor laughed. "Very well, my newest minion… now that you swore your loyalty to my cause… receive my gift of POWER!"

The gryphon gasped when the pain suddenly transformed into a surge of strength that filled her body. The unicorn's magic simulated the purple light of the sun and transformed her, into a creature fit to serve an evil overlord. She grew taller, her wingspan doubled, her brown fur and white feathers changed into a coat of russet, her legs were bulging with muscle and her beak elongated into a wicked muzzle filled with razor-sharp teeth. She opened her yellow eyes, revealing the slitted pupils of a predator. The cloud of darkness broke apart and the transformed gryphon let out a deafening roar.

"Excellent…" Skeletor grinned. "Now kneel before me, servant…"

Gilda did as she was told. She knelt in front of Skeletor as his first minion. "What are your orders… master?"

"You shall accompany me to the Everfree Forest," Skeletor commanded. "There, in this dark forest filled with many monsters, you will be able to use the powers I gave to you… you can control them, give them orders, and they will listen to you. They are your minions… just like you are mine. You will become the master of beasts… and appropriately, I shall name you… Beast Bird!"

Beast Bird nodded. "I understand, master!"

* * *

Of course Pinkie knew that she had to wait for the sunrise. She was many things, but she certainly was not patient.

"Oh well, doesn't mean I have to be all grumpy about it, right?" she asked Gummy. She had to wait for only a few hours, after all. She could do a lot of things to pass time. Play with Gummy… arrange her collection of party hats… start planning the party for the pony whose birthday was coming up next… eat cupcakes…

But as soon as the light of the sun was coming up behind the horizon, she ran up to her window, opened it wide and looked out expectantly. "Oh oh oh! There it comes, there it comes!" she shouted as she bounced up and down. "I'm do excited, Gummy! Are you excited? Because I'm so excited! I can't wait to see what's going to happen… it's gonna be SO AWESOME! Oh wait, that's Rainbow Dash's line." She giggled. "But still, I'm gonna change! What will I be? Oh, I feel so bad for you that you can't change too, Gummy…"

Gummy crawled across Pinkie's bed, bit into the blanket and looked like he couldn't even be bothered to be impressed.

The changed sunlight spread across Equestria like a purple blanket, covering everything in it. It spread over Equestria, reached Sugarcube Corner, crawled up the wall, reached the window…

Pinkie stood up on her hind legs and spread her forelegs as if she wanted to embrace the purple light. "Do your stuff, you silly sparkly disco ball of a comet!" she shouted.

And then Pinkie Pie was completely engulfed by the purple light.

Pinkie sighed, enjoying the warm sun for a moment. Then she grinned as she anxiously awaited the changes. She kept standing, in the same pose.

She waited a bit longer. Any second now, she told herself. Right… now! Okay, maybe not now but… now! Or wait, now!

Hmmmm…

She slowly opened her right eye and squinted down at herself, still keeping the same pose. Everything looked the same. Same pink coat, same magenta mane, same balloon cutie mark…

"Maybe it was a misfire?" she wondered aloud. "Maybe the comet has a cold and that's why it didn't work?" She then snickered. "Silly me. Comets don't have colds. Oh well, maybe it got chicken pox instead. Which makes me wonder how a chicken was able to get into outer space… hmm…"

She got back down on all four hooves and started searching every inch on her body for any change. Still nothing.

"Well, that was a letdown," she frowned. "Really, couldn't it at least change my mane color? I wonder what I'd look like with a mane that's colored like Twilight's. Aw, phooey… and I was really looking forward to it, too. Maybe Twilight knows what happened… she's always so smart. Oh well, I guess I'll have to wait for tomorrow night… I mean, maybe she's still up, but it's not like I can wiggle my nose and 'poof' I'll appear right in her room, that would be silly."

And right after Pinkie finished her sentence, she vanished in a cloud of pink smoke, leaving behind a room that was empty except for the blankly-staring alligator.

* * *

Earlier in the night, Applejack and Fluttershy had reached the library. After they knocked, Spike opened. Inside, Applejack quickly explained the whole story to Twilight. Fluttershy had her face down the whole time, as she was worried that Twilight would scold her for her recklessness. But it seemed like the unicorn was more relieved that she was okay. She then questioned the plant pegasus about her new body and her feelings. It took Fluttershy some time until she had explained everything to her.

"Let me get this straight… You said that you feel a special connection to the tree that is now growing in front of your house, right?" Twilight asked.

"Um… yes, that's right," Fluttershy nodded. "Why do you ask?"

"I'm not sure… but I've read an interesting article last week… I'm sure it was about magical creatures called 'dryads'… but I can't remember what the name of the book was. Spike, can you help me find it?"

Spike sighed. "Here we go again..:" he muttered as he climbed up the nearest bookshelf.

It took him and Twilight some time to finally find the correct book. Twilight levitated a book called 'Plants and Plant Creatures in Mythology' out of a bookshelf, took a quick look inside and smiled. "I think this is the right one, girls." She was about to turn back around to her friends… when suddenly, in a puff of pink smoke, Pinkie Pie appeared right above her.

"What the…" the library pony managed to gasp, but then gravity set in and Twilight was buried under a mass of Pinkie.

Twilight blinked and looked up, right into Pinkie's eyes, who sat on top of her and seemed to be just as surprised as she was.

Then Pinkie giggled and said: "Um… surprise?"


	6. Skeletor's Wrath

Pinkie quickly hopped off Twilight's body, and the purple unicorn pushed herself up to her hooves. "Listen, Pinkie…" she muttered. "You're my friend, I love your parties and your pranks are really good for a little laugh every now and then… but did you sneak into my library with a pink smoke bomb to jump on me?"

"Nope!" Pinkie replied. "I was in my room and was thinking about you… and while I was thinking about you, there was this 'POOF' and all I could see was pink smoke, and then I was here, in the middle of the library… actually, in the air right above your head in the library."

"There's no way yer fast enough to beat us here," Applejack interjected. "We just saw you at Sugarcube Corner… how'd you get over here this fast?"

"Duh, I teleported. That's what I just told you," Pinkie giggled.

Twilight sighed. "Pinkie… you're an earth pony. Earth ponies can't do teleportation magic."

"They can't do any magic at all," Spike added.

"Um… that's not quite right like that, Spike," Twilight corrected him. "Any pony has some sort of innate magic. Of course, unicorn magic has the most dramatic effects and they can achieve feats with it like no other pony can. Pegasus ponies magic gives them the ability to walk on clouds and to control the weather. And earth ponies, well, they have a firm bond with the earth, which makes them the best to take care of plants and animals."

Twilight nodded, having finished her lecture. To her friends, it sounded as if she had taken that speech right out of a science book… which was probably the truth.

"That's all fine and dandy, sugarcube, but still doesn't explain how the hay Pinkie was able to just appear in a poof of pink smoke."

"Um… maybe…" Fluttershy murmured.

"I can't explain that either… do you have a unicorn in your family, Pinkie?" Twilight asked.

"Well… maybe Pinkie has…" Fluttershy said quietly.

"Nope! But my dad's older brother once told me he dated a pegasus!" Pinkie grinned.

Twilight rolled her eyes. "Pinkie, I'm really not interested about your uncle's personal life, I'm trying to figure out how you were able to pull off that trick."

"Girls… listen…" Fluttershy tried to make herself heard.

"I mean, this makes even less sense than her Pinkie Sense! Arrrgh, I don't have time for this…"

"GIRLS!" Fluttershy shouted, finally getting everyone's attention. She quickly covered her mouth. "Oh… sorry I yelled, but… I was thinking… could it be that Pinkie got this ability to teleport… from the purple sunlight?"

Everyone stared at Pinkie. Twilight raised a hoof. "Pinkie, you… you weren't in the sunlight… were you?"

"I sure did," Pinkie said with a bright smile. "I wanted to see what would happen to me. I mean, Bonnie and Derpy only got useful things from the sun. Nothing useful really happened to me, though… I mean, I didn't change in any way like them… no pegasus wings or anything. Or… hey! Do you think I'm able to teleport because I actually WAS changed by the sunlight?"

"That's what I was trying to say," Fluttershy muttered meekly.

"Pinkie, I don't believe you!" Twilight shouted. "I mean, I can understand that Fluttershy wanted to help her bird friend, but you DELIBERATELY exposed yourself to the purple light! We know almost nothing about this sort of magic. Derpy and Bon Bon are the only two examples we've had so far… well, Fluttershy is the third… But don't you even realize the risk, the danger? I mean, look at Fluttershy… she's half plant! Do you think she's happy like this?"

"Actually, it's not that bad… I think I'm getting used to it…" the plant pegasus muttered.

"That's not the point! The point is that ANYTHING could have happened to you, Pinkie. What if… if the sunlight transformed you into a manticore? Or a hydra?"

"Now that would be funny," Pinkie snortled. "I wonder what it's like to have multiple heads… maybe it's like having several twin sisters?"

"ARGH! PINKIE!" Twilight shouted. "Don't you take ANYTHING serious?"

The urgency in her friend's voice startled Pinkie a bit. She closed her mouth and took her time to look at her friend. She saw that Twilight was very upset… and of course she realized that the unicorn was worried for her. Applejack and Fluttershy as well. "I… I'm sorry, Twilight," Pinkie said in a much calmer voice. "I didn't want to worry you guys… but, you know… if nopony ever steps outside into the sun again… how can we really know if it's dangerous?"

Twilight took a deep breath. "Scientifically speaking, you are right, Pinkie…" she said. "But you are my friend… and I don't want to lose any of you. Please… please promise you'll never do anything as reckless as that again, okay?"

Pinkie smiled and gave her friend a hug. "I promise… to all of you. I love you guys and I don't wanna see you all gloomy-doomy." She looked over to the others. "Group hug?"

Applejack couldn't help but snicker. "Y'know, Pinkie… I think you could make a cat caught in a rainstorm feel happy."

Pinkie grinned at her. "Well, I AM the Element of Laughter!" She turned her head back to Twilight and poked her nose. "Now take it easy, Twilight. Nopony's hurt, so lighten up."

Twilight nodded with a sigh. "I guess I should relax… everypony's fine and you still look the same, so…" She blinked when suddenly, her hooves lost contact with the floor. "Wh-what?"

"Oh my… Twilight, you are floating," Spike pointed out.

"Gee, I didn't notice," Twilight replied as she slowly drifted past the astonished dragon. "Pinkie… that was you, wasn't it?"

"Weeeeeell… maybe?" the pink mare shrugged. "I guess I did say you should lighten up… I didn't mean it literally, though…"

"Seems like teleportation isn't the only magic she can use," Spike said. "Have you tried doing anything else?"

"Nope! I just learned about it when I appeared here, remember?" Pinkie said. "Hold on, lemme try something…" She stood up on her hindlegs and waved her hooves around dramatically. "Eenie, meenie, minie, more! Twilight fall down to the floor!"

Now every pony in the room could see the pink sparkles around Pinkie's forehooves while after she was finished with her 'spell'. Twilight gasped as she felt gravity setting back in, and she dropped down to the floor, landing on her rump. "Well, that seemed to work… I never heard of that spell before, though…"

"You like it?" Pinkie grinned. "I came up with it by myself. Want to hear another one?"

"Pinkie, I really think we shouldn't try any more experiments…" Twilight said, but the party pony had already stepped in front of a wooden pony sculpture that was inside the library and wiggled her nose.

"Pinkie pony pokey pake, turn this horse into a cake!"

A pink flash, and the result of Pinkie's spell was in front of their eyes. "It worked!" Pinkie cheered. "It really worked!"

"She turned the sculpture into a pony-shaped cake," Spike said with awe. He walked up to it and took a small bite. "Hmmm…" he said while chewing. "Chocolate cake, yum!"

"Alright, could you stop this before my entire household is turned into bakery goods?" Twilight asked in annoyance.

"Oops, sorry!" Pinkie giggled. "I guess I got carried away. But isn't this exciting? I mean, real magic! I never was able to do magic before… and suddenly, I'm Pinkie the wizard."

"Actually, you'd be a witch," Fluttershy pointed out. "Wizard is the male form of witch."

"But I don't want other ponies to think I'm an evil enchantress and that I do evil dances…"

"Well, how 'bout we say yer a sorceress?" Applejack quickly suggested, not really wanting to hear one of Pinkie's songs.

"Sorceress?" Pinkie thought about it, then shook her head. "Nuh-uh, that doesn't sound right either… oh well, I'll think of something."

"Can we please get back to the problem at hand?" Twilight asked. She pointed at Fluttershy and Pinkie. "Girls, I need you two to come back with me to the laboratory. We need to do some tests… don't worry, nothing dangerous. The professors just have to make a magical scan of your bodies… you won't feel a thing. I was going to ask Derpy or Bon Bon, but they're just out of hospital and you two seem to feel fine, so… is that okay?"

"Oh, um… I guess that's okay," Fluttershy nodded.

"No problem at all!" Pinkie smiled.

* * *

"Any more meetings scheduled for today?" Luna asked in a tired voice. All day long, she had been welcoming delegates from the different areas of Equestria, representatives of various city councils and several members of nobility. She had tried to calm them down, promised to find a quick solution for the problem, listened to any complaints or requests the delegates had and signed papers. A lot of official paperwork that was now piling up next to her throne.

This was the first time she had taken care of the government all by herself. Politics, etiquette, jusrisdiction… she had no idea that the leader of a country had to deal with so many different things. It was difficult and tiring for the moon princess to get used to all the fine details at court.

The majordomo shook his head. "No, Your Majesty. That was the last delegate for today."

"Oh, good," Luna sighed with relief.

"The meetings with the remaining 143 delegates is adjourned to tomorrow."

Luna suppressed a groan. "I'll… be in my chambers," she simply said as she rose from her seat and left the throne room.

As soon as she was by herself, her head and wings started to slump down. "I don't know how much longer I can keep this up…" she muttered to herself. "Tia was always better with this stuff… I wish she was here…"

She didn't just say that because she needed help with the politics. She missed her older sister dearly. And she was worried about her safety. She knew she was still up there, fighting against the comet… and unlike her, she was unable to get any rest, food or sleep.

"If only I could talk to her…" Luna murmured as she entered her personal chambers. She sighed and opened the window. Too tired for a proper ceremony, she put her alicorn magic to work from here. Under the princess' influence, the entangled pair of sun and comet sunk down below the horizon… while the moon rose up into the night sky and the stars appeared to help the moon illuminate the night. Ever since the ponies had accepted the night as their new day, she made sure to make the night a bit brighter than usually.

Luna caught herself thinking that this was what she had dreamed of… what she had always wanted, the longing that had turned into jealousy… which in turn, had transformed her into Nightmare Moon. Now the ponies were active in the night, feeling safe and confident under the gentle light of the moon.

Still, Luna couldn't find any happiness. She didn't want to be better than her sister anymore… she wanted for things to return back to how they were before Celestia had left.

She closed the window and let herself sink down on her bed. "Tia… please talk to me… only to hear your voice… only once…"

The moon princess then slowly drifted off to sleep.

"Luna…"

Luna budged in her sleep. Faintly, she could hear a voice talking to her.

"Luna… listen to me, dear sister…"

"T… tia?" Luna murmured. She was still asleep, but she heard Celestia's voice clearly.

"We don't have much time… my adversary inside the comet never sleeps, but I managed to weaken his defenses for a short while… only so I'm able to send you this message. Listen closely… this creature is a dark being called Horde Prime… a conquerer from another world. His minions, called the 'Evil Horde', had plagued the far away planets of Etheria and Eternia for eons… until they were defeated and he was sealed within this planet. Ever since then, he had searched for a world as peaceful as ours, believing that such planets are defenseless against him and his powers. He changed the rays of my sun, using his chaotic magic… his plan is to turn every intelligent being on our world into one of his wicked minions, who he intends to use to conquer Equestria, using force. Fortunately, I was able to weaken his spell, so that the mind of the transformed aren't affected. I wish I could do more… but I am forced to use every rest of my power to stop his comet from plunging into the sun. If that were to happen, there would be nothing I could to stop him."

"How… how can we stop him?" Luna muttered, tossing her head around.

"Listen closely… do you remember the treasury in our old castle? The ruin which lies in what is now known as the Everfree Forest? The magic lock I put on the door in the basement is still active, and stored within are some of the most powerful artifacts in our kingdom. Almost no pony knows about them… Among them are the Sun Stone and the Moon Stone. Magical gems that fell down from the sun and moon, respectively, at the day we were born. They represent our position as the bringers of day and night. If they were shattered, the alicorn magic within our bodies would drift away and the remaining power that was stored within the gems would seek a new bearer. The last time this happened was when the previous bringers of day and night passed away… leaving us as their successors. You know who I am talking about, right?"

A single tear was flowing down Luna's cheek. "Mother… father…"

"They entrusted this world to us, Luna… we need to make sure that it is never threatened by creatures like Horde Prime. And the Sun and Moon Stones must never fall in the hands of his followers."

"But… I thought… you said he can't change their minds…" Luna said.

There was a mental sigh coming from Celestia. "I… I'm afraid I was unable to stop him from corrupting a noble stallion from Canterlot… by making empty promises and twisting his appearance, he also twisted his mind and turned him into a madman. And they are already recruiting others… some with lies, some with promises, some with force. And… they know about the secrets below our old castle. You need to hurry… reach the castle before they do. And you will need some help… assemble the Elements of Harmony to aid you."

"You… would endanger Twilight Sparkle and her friends?" Luna gasped.

"It pains me to put my protégé and her friends in such a position, but I am very confident in Twilight's abilities… and in their friendship. They are the only chance Equestria has…" Celestia's voice suddenly didn't sound as loud and clear as it did before. "I don't have much time left… please trust me, Luna. Bring Twilight to the castle… and if the Elements of Harmony aren't enough, use the sword…" There were some strange distortions of her voice, and eerie whispers were reaching Luna's ears. But before she could understand any of them, Celestia spoke up again: "Hurry, Luna! I know you can do it… you are strong… be brave, little sister! I love you…"

"Who is it, Tia?" Luna asked while her body was thrashing around in her bed. "Who did Horde Prime corrupt?"

"It… is was…" Celestia then let out a strangled gasp and… Luna felt how the connection to her sister was severed. And then she heard the dark whispers again… It was the voice of Horde Prime…

"DO NOT INTERFERE OR YOU WILL BE DESTROYED!"

Luna awoke with a high-pitched scream. She sat up in bed and panted heavily. Her whole body was shaking. She was afraid of the dark creature's powers and of what he could do to her sister… but the main reason why she was shaking was that, seconds before the connection to Celestia was lost, she had managed to hear the name of the unicorn stallion that had defected to the side of evil.

"B-blueblood…" she whispered.

She jumped out of her bed. "I need to inform Twilight right away…"

When she went out of her room, she nearly bumped into the majordomo, who was just about to knock at the door. "Your Majesty!" he said in surprise. "Oh, you are awake… good. You have guests. Miss Twilight Sparkle and her friends said they need to talk to you. I told them to come back tomorrow night, but they insisted that it is very important."

"They're here?" Luna wondered. "That is… excellent, actually. I'll be with them in a minute."

A couple of minutes later, Luna welcomed Twilight, Applejack, Pinkie and Fluttershy in the great hall. Luna noticed at once that something was wrong as soon as she looked at Fluttershy.

"Princess Luna!" Twilight spoke up after giving the princess a short, respectful bow. "Please excuse us for coming here at such short notice… but I have news regarding the changes caused by the violet sunrays."

"These will have to wait, I'm afraid," Luna sighed. "I have some news as well, and they are not of the good kind… Celestia managed to contact me while I was asleep."

"She did?" Twilight asked, a hopeful expression on her face. "But that's wonderful news!"

"Not that wonderful, I'm afraid," Luna shook her head with sorrow. "She told me about the horrible threat our world is facing…"

"H-horrible threat?" Fluttershy squeaked nervously.

"I would explain everything in detail, but we don't have much time," Luna said. "Where are your two friends, Rainbow Dash and Rarity? We need to go to the Everfree Forest."

"The… the Everfree Forest?" Twilight shivered. She didn't have a lot of good memories from that place. Last time she went there, she had been turned into stone by a cockatrice.

"Yes, we have to go to the ruined castle my sister and I used to inhabit a long time ago… and we need to reach it before someone else does!"

"Hey, I can teleport there!" Pinkie grinned. "Just gimme a sec…" She wiggled her nose, disappeared in a puff of smoke… and reappeared directly behind the surprised princess. "Huh? That didn't work quite like I wanted… lemme try again…"

Luna watched in confusion as Pinkie wiggled her nose again and again, each time teleporting to a different spot in the room.

"Long story short," Twilight sighed. "Pinkie and Fluttershy got exposed to the sunlight. Pinkie got some… very strange, magical powers, while Fluttershy turned into a…"

"A dryad," Luna mused. "Quite interesting… but we don't have the time to investigate, I'm afraid. The longer we wait, the more time our enemies have. Are you feeling well enough to accompany us, Fluttershy? I wouldn't ask you to come along under other circumstances, but we need your Element of Kindness."

"Oh… it's not that bad… I'm getting used to it," Fluttershy said quietly. "I'm fine, really."

"I'm glad to hear that," Luna smiled. "Are you all ready to leave? We need to pick up your friends from Ponyville first."

"Ready to leave when you are, princess!" Applejack smirked. She turned her head to the spot where she last saw the pink smoke. "Pinkie, we're leavin'! Get yer flank over here!"

"One more time," Pinkie said as she disappeared again. They didn't see her reappear… but they heard a loud crash coming from a nearby door.

"I'm alright!" came Pinkie's muffled voice from inside the broom closet.

Twilight just rolled her eyes.

Suddenly, they heard another loud crash… and it didn't come from Pinkie this time. It came from the window.

Luna opened it and looked outside. She gasped. "Oh no… that was in Ponyville!" She pointed down into the valley, where they all could see Ponyville… as well as a column of smoke that was rising above it. "We need to leave, NOW!"

* * *

This night, Rainbow Dash woke up to the sound of giggling right in front of her house. Groggily, she shook her head and walked outside. "Wha… who izzit?" she mumbled sleepily. "Can't a pegasus have her beauty sleep?"

"Oh, I'm sorry about that," someone said. Rainbow looked up and saw Bon Bon gliding down. Almost at once, the pegasus with the multicolored mane became envious when she saw the other mare's bigger hawk wings.

Bon Bon fluttered down to be on Rainbow's eye level. "I hope I didn't wake you… Lyra and I got up early to have some fun."

"Lyra? Where is she?" Rainbow asked. Bon Bon pointed down to the streets of Ponyville, watching with amusement how her fillyfriend came running after her.

The mint-colored unicorn gasped for breath. "Bon Bon!" she shouted. "No fair! I can't follow you up there with no wings. This game of chase is boring when you're cheating."

"Just some payback for the times when I tried to chase you and you used magic to get away," Bon Bon snickered, sticking out her tongue at Lyra.

"Well, looks like you're getting the hang of flying," Rainbow Dash said. "So, you're enjoying the wings you got, huh?"

"Oh yes, they are amazing!" Bon Bon grinned. She was so excited that she did a little loop. "At first I was frightened by the change, but flying is so much fun… I love it!"

"You wanna learn some tricks from the champ?" Rainbow smirked. "I was the fastest flyer back in school, you know… AND at Junior Speedsters Flight Camp!"

"And you did that amazing Sonic Rainboom during last year's Best Young Flyer competition, right?" Bon Bon smiled. "I wasn't there to watch you, of course, but I saw it from afar… I mean, who didn't? It was spectacular!"

Almost bursting with pride, Rainbow Dash raised her head with a big grin on her face. She wasn't even envious of Bon Bon's wings anymore. Who needs hawk wings when you can do a Sonic Rainboom? "Yeah, it was pretty neat, huh?" she said.

"Bon Bon, c'moooon!" Lyra whined from down below. "I can't spend the day with you when you hang around the clouds all the time!"

"Sounds like someone is envious," Rainbow chuckled.

"Envious? I'm not envious!" Lyra claimed. "Not at all!"

"Green with envy… mint-green, that is," Bon Bon giggled. "Oh well, I guess I better go down before she really gets mad… Nice talking to you, Rainbow."

"See ya 'round!" Rainbow smiled as she waved after the former earth pony.

"You're not mad, are you?" Bon Bon asked as she landed next to her fillyfriend.

"Mad? Hmm… not really. A little, maybe," Lyra said. "But only because I can't follow you up into the sky. And you know I love being with you."

"Aw, you!" Bon Bon smiled as she nuzzled the unicorn. Then, she noticed how Lyra's eyes were focussed on something other than her. "Hey! What's so much more interesting than me?"

"Bon Bon… look…" Lyra muttered as she pointed past her.

Bon Bon followed the gesture… and her eyes widened when she saw the two figures that were walking on the town square. One of them was a huge, almost monstrous gryphon… and the other one a dark, tall pony with spindly limbs and… a hovering skull for a face? "What in Equestria…?" she whispered.

Skeletor let his gaze wander across the few ponies that were already present on the early night streets. Each of them was looking at him with curiosity, surprise, shock or horror. Those were the reactions he enjoyed the most. If he couldn't impress them with his good looks anymore… then they would have to FEAR him!

"Master…" Beast Bird said uncertainly as she walked up next to him. "Is walking through Ponyville really a good decision? Shouldn't we try to avoid too much attention?" She didn't let him know the real reason why she didn't want to come here, however. She didn't want anypony she knew to recognize her… a certain pegasus pony with a rainbow-colored mane, to be exact.

"If I am to become this world's next king… the ruler with the iron hoof, the dark sorcerer that is to be feared by every pony, I will start spread this fear right now. The sooner they learn that they shall bow down to me, the better." Then he raised his voice and addressed the assembled ponies directly: "Ponies of Ponyville! The day of reckoning has come! Gaze upon me and tremble, for I am Skeletor… your future ruler!"

The ponies started to whisper among each other. "Have you seen this guy before?" "He's creepy…" "Did he really say he wants to be king? What about Princess Celestia?" "He's a loony, I'm telling you…"

"Listen closely! Right now, I shall give you the chance to defect from the cause of the tyrant of the night, Princess Luna, and join me as my eternally loyal servants and minions. Every pony who agrees to come with me willingly shall be rewarded… they will become my personal, most powerful servants. Refuse… and prepare for a life full of sorrow and despair, right after I return as your rightful king!"

Rarity had stepped out of her boutique after hearing the commotion outside. When she heard the skull-pony's proclamation, she snorted. "What arrogance… who does he think he is?" Still, he reminded her of someone…

Skeletor looked around the crowd. The ponies he saw were looking at him with confusion and fear… but none of them was looking too eager to follow him. "You're not the king," a high voice in front of him then spoke up.

Skeletor lowered his gaze… and saw a young, grey-coated unicorn filly standing there, glaring up at him with defiance.

He grinned. "Well well well… what do we have here? You are bold, young one…"

"Princess Celestia is our princess… you are a meanie, and ugly!" Dinky Doo shouted. "You go away and leave us alone!"

"Bold… and extremely stupid," Skeletor chuckled. "You wish to be the first to taste my wrath, little filly? That can be arranged…" The monstrous unicorn lowered his head and started to charge up a powerful spell in his horn.

"He's attacking a child!" Rarity shouted with outrage. "That… that villain! Somepony has to stop him…"

But most of the ponies looked too frightened to do anything to help Dinky. Rarity was just about to charge in and knock Skeletor away… when suddenly, the skull-faced villain was hit by a bright beam of light. It came flying from his left and nearly flung him to the ground.

Skeletor snarled angrily when his spell was interrupted. "Who dares?" he shouted.

"I dare!" a loud and clear voice spoke up. "And if you lay one more hoof on my daughter, you're toast!"

The residents of Ponyville stared in shock at the well-known, grey pegasus pony that was their mailmare. But how much had she changed… instead of her usual cross-eyed, goofy expression, she had a fierce gaze of determination on her face. She wore a round, sky-blue helmet on her face, a helmet with a futuristic-looking, yellow visor attached to it. And wrapped around her body was a sturdy leather belt that had two dangerous-looking guns attached to it. One of the two was still smoking a bit from the shot she had fired at the sorcerer.

"Do you like my new toy?" Derpy Hooves smirked. "I call it the Laserbolt DH-X! Double laser blasters, shooting focussed beams of unchanged light at the command of the carrier. Wires directly connected to my wings… so they fire every time I tilt them forward. Want to see it again?" She narrowed her eyes. "Touch my daughter again and I'll gladly give you another demonstration…"

"Mommy!" Dinky shouted happily.

"You fool…" Skeletor growled. "You think your feeble toys are enough to stop me? I shall use you and your impudent littly filly as an example for all those who dare to oppose me…"

"We're not afraid of you! My mommy is gonna show you who's boss!" Dinky proudly proclaimed.

"Dinky… please go somewhere safe… mommy will take care of this," Derpy said calmly.

"Don't worry, I got her," Bon Bon said as she swooped it, landed next to Dinky and quickly helped her climb her back. "Let's get you to safety, sweetie."

"But… but… mommy!" Dinky shouted as she was carried up into the air.

"Beast Bird…" Skeletor said darkly. The massive gryphon stepped forth. "Bring me back this insolent little filly… no one shall think that I spare anyone because of their age or inexperience. She needs to be taught a lesson… I'm still pondering if I should kill her or not."

"Yes, master…" Beast Bird replied, even though she gritted her teeth. She didn't want to hurt young children… but she was so afraid of the dark sorcerer that she obeyed. She flapped her wings and flew after Bon Bon with a screech.

"Dinky!" Derpy shouted. She spun around, but was then hit by a magical blast from Skeletor's horn.

"What's wrong, dirty peasant?" he snickered. "Wasn't it you who wanted to resist me? Now stay and face me instead of running away like a coward!"

Derpy shook with suppressed anger. "Who would mistake a mother's love with cowardice… but if you insist…" She took aim and shot another laser beam at him.

Skeletor countered with a magical beam of his own. "My turn…" he grinned and fired a volley of dark energy bolts at Derpy. The inventor pegasus flapped her wings, jumped and leapt to avoid most of them, but in the end, one of them hit her in the chest. With a grunt, she was thrown back against the fountain in the middle of the square.

In the meantime, Beast Bird was chasing Bon Bon through the clouds. The new pegasus frantically flapped her wings to get away, but she was simply not experienced enough.

"Don't make me hurt you!" the gryphon shouted. "Hand over the child!"

"Never, you… you monster!" Bon Bon shouted.

Beast Bird grimaced. It was starting already… ponies fearing her… calling her a monster… was this her fate now?

"Fine! If that's what you want…" she growled as she sped up. She reached out with her talons to grab the hawk-winged pegasus… when she felt how the air was knocked out of her lungs. Something… or rather, somePONY had rammed into her at full speed while she was focussed on her prey.

The gryphon caught herself and stared at the pegasus that had attacked her.

It was Rainbow Dash.

"Hey, featherbrain!" she shouted. "You pick on someone your own size!"

"You're much smaller," Bon Bon pointed out. Then she smiled. "Thanks for saving us."

"Anytime!" Rainbow smirked. "Now get that kid to safety… I'll take care of this bully."

Bon Bon nodded and flew off, carrying Dinky with her. Beast Bird wanted to just fly after her, but Rainbow Dash flew in her way. "And where do you think you're going?" she asked. "All that muscle and you pick on little foals? Not cool, dude…"

Beast Bird grimaced. "What… what do YOU know about being cool? You wouldn't know cool if it hit you on the head! Whatever… just let me do my job. I don't wanna hurt the kid… but I'll hurt you if you don't get out of my way."

"Just try it, feather-butt!" Rainbow shouted. "I know enough about gryphons to say that you are all more bark than bite."

"You know NOTHING!" Beast Bird roared as she came flying at the pegasus, talons outstretched.

Rainbow Dash flew a loop to avoid the attack. "Too clumsy! Now prepare for my all-new Rainblow Away!" And she started flying rapid circles around the gryphon.

"Just a variant of your old Rainblow Dry…" Beast Bird snorted. "You never learn anything new…" She waited for the right moment… and punched Rainbow right out of her spins when she came past her.

"G-g-good left hook there," Rainbow muttered dizzily before catching herself. "B-but let's see what you can do against a Fantastic Filly Flash!"

"Forget it! I know all your moves!" the gryphon shouted. " Just give it up… I'm stronger and tougher than you are… let's not forget… cooler!"

"Puh-leeze! I'm at least 20 % cooler than you are!" Rainbow shouted back. "Besides, I'm never giving up… I'm always loyal to my friends, always!"

"Loyal?" Beast Bird snarled. "You are NOT loyal! You… you turn your back to your friend when she thought you were cool… you're nothing but a… a FLIP-FLOP!"

Rainbow Dash was so shocked that she nearly forgot to flap her wings. She stared at the gryphon in disbelief. "G-gilda?"

She was unprepared when the gryphon came flying at her with no warning whatsoever and sent her flying down to earth with a solid punch on the head.

"Sorry, Rainbow…" she muttered. "I really don't want to do this… but… I have no choice…"

At the same time, Skeletor was slowly approaching Derpy. The mailmare-turned-technician tried getting up, but another magical projectile threw her back against the fountain.

"You are a good fighter, I'll give you that… brave, and intelligent as well, if what you said was true and you made those weapons by yourself. Under other circumstances, I would have offered you the chance to become my personal mare-at-arms… but you did something I cannot allow… you rejected me. You attacked me. You are nothing but a rebel, a loyalist of the tyrant Luna… and as such… you must be destroyed!"

"Y-you know what?" Derpy muttered while pushing herself up with one hoof. "You may be powerful and all… but… you aren't really that smart."

"Oh, is that so?" Skeletor asked, his eyes ablaze with anger. "And why, pray tell, do you believe that?"

Derpy smirked. "Simple: You talk too much!" And she reached to the belt that was wrapped around her body, took something and threw it at the skull-faced sorcerer.

Skeletor blinked in surprise when the small object landed in front of his hooves. "A… muffin?" For a moment, he assumed that the grey pegasus was insane. But then, he saw a blinking light on top of the muffin.

His eyes widened. "Oh sh…"

The disguised grenade exploded with the force of five magical blasts and threw Skeletor through the air. The crowd jumped away, panic on their faces, when he landed in their middle.

Derpy smirked. "That… should do the trick," she muttered. But the smirk froze on her face when she saw how the sorcerer was getting back to his feet.

"I've had… enough… of this…" Skeletor grunted. "No holding back anymore… BEAST BIRD!"

"You called, master?" the gryphon said as she landed next to him.

"Help me kill this fool… we wasted too much time on this little town full of Luna loyalists… they shall be dealt with some other time… but I want HER to be taken down!"

"Understood, master!" Beast Bird nodded.

"You will be my minion, like it or not, pegasus…" Skeletor said while he and his minion approached Derpy. "And this time, you can't defend yourself… you are all on your own."

"She is not!" Bon Bon said as she came swooping down from the skies and landed next to Derpy. She looked around and glared at the gaping residents of Ponyville. "Are you ponies crazy? Are you going to let a madman like this do what he wants in OUR town? Do you think they can do what they want if they have to face us all? Well, I am going to stand up against them!"

"Where… where is Dinky?" Derpy muttered weakly.

"She's all right, I brought her to Cheerilee. Now… is there anypony else who's gonna help me or are you all too scared?" Bon Bon asked.

"Don't think for once I'm gonna let you do this on your own," Lyra shouted as she stepped next to her fillyfriend. "I'm with you."

"Same here," Rarity nodded as she did the same. "If you villains want Ponyville as your enemy, just say so. I faced manticores, dragons, diamond dogs and Nightmare Moon… do you think you scare me?"

"You are nothing but foals…" Skeletor snarled. "I'll take you on, one after the other…"

But to his surprise, even more ponies decided to step up to confront him, angry expressions on their faces. They were still frightened, but they knew that he couldn't really do anything against all of them combined. And so, the powerful sorcerer Skeletor saw himself confronted with a massive wall of earth ponies, pegasi and unicorns.

"Very well…" he grumbled. "We will leave… but we will be back, mark my words!" He then slowly turned to leave, followed by Beast Bird.

"Master?" she asked in confusion. "Are you really giving up that quick? Aren't you powerful enough to make at least half of those ponies eat their words?"

"That would still leave the other half to deal with," Skeletor grumbled. "Also, I don't want to be weakened when I have to fight Luna. She will be waiting for us in the Everfree Forest… I know it…"

He turned his head and gave the ponies a last grin. "Besides, I'm not planning on leaving with empty hooves…" His eyes and horn flashed purple, and before anyone could even gasp, a magical beam of purple light was shot at one of the present unicorns.

A young, mint-green unicorn with a lyre cutie mark.

"LYRA!" Bon Bon shouted when she saw how her fillyfriend collapsed. "YOU MONSTER!" Without thinking, she flew up and after Skeletor. "YOU MONSTER!" she screamed again and again. All of her fury and sorrow was focussed in her outstretched front hooves as she flew at the fiend who dared attacking her Lyra.

But instead of knocking him down… the hooves shot a bolt of blue energy at him. Bon Bon's eyes widened. "What?"

Skeletor merely moved his head aside when the energy bolt flew past. "So my master's dark light gave you this power of energy projection in addition of changing your body… interesting. But one shouldn't try and shoot when sorrow clouds his ability to aim." A blast of his own, and Bon Bon was shot right out of the sky. She felt a sharp pain in her left wing when she collided with a housewall. She sunk to the ground and could only watch when the dark sorcerer levitated her beloved one's body past her.

"We will take this one with us," Skeletor said. "She will become my next minion."

"Don't think you can leave just like that," Rarity shouted angrily. "Give her back!"

Another flare of his eyes, and Skeletor summoned a wall of fire that seperated him from the angry crowd of ponies, hindering anyone from following him. "Farewell for now, Ponyville… you may have stood up to me today… but the next time we meet, I won't be so generous!"

And with those words, he turned around and left, followed by his minion.

Bon Bon lifted her head and stared through the flames. On Skeletor's back, she saw the limp form of Lyra. Her body was already showing signs of the change… blue-green scales that were appearing all over the unicorn's body… and fin-like appendages that grew on her legs.

"L-lyra…" she muttered before she fell unconscious.


	7. The Sword of Magic

When Twilight and the others arrived at Ponyville, they found a crowd of confused and frightened ponies. Rarity and Nurse Redheart were caring for Rainbow, Bon Bon and Derpy, who all had several bruises from their brawls with Beast Bird and Skeletor. Bon Bon was a sobbing mess, crying her eyes out in front of everypony.

"Comin' through!" Applejack shouted. "Make some way for the princess, y'all!"

The ponies stepped back in surprise when they noticed that one of their princesses was in their middle. More than a few quickly bowed down to show the princess of the moon the proper respect. The mayor gasped as she ran in front of Luna. "P-p-princess Luna! A thousand pardons… if we knew you'd come…"

"I'm sorry, but this is not the time for proper etiquette," Luna said sternly. "Now tell me everything that happened here."

"The horror! The horror!" an overly excited mare from the crowd shouted. Twilight was unable to see her, but she was pretty certain that it was Lily. "They came in here, threatened children, attacked citizens… It was awful!"

"Lyra…" Bon Bon sobbed again and again. "They took Lyra…"

"It was two of them," the mayor explained. "A giant gryphon and a unicorn who looked like he had a… a skull as a head. He said his name was Skeletor."

"Blueblood…" Luna sighed. "So he was here already. We don't have much time left."

Most of the ponies around just looked at their princess in confusion when she said that name, but there were some gasps of surprises. Most of them were coming from the six friends.

"You… beg your pardon, Your Majesty, but… you are not talking about PRINCE Blueblood here, aren't you?" Rarity asked, a shocked expression on her face.

"I'm afraid I do," Luna said. "He was tempted by the evil inside the comet… it turned him into what you've seen today."

"I knew he was familiar…" Rarity muttered, then she shook her head. "But… for a pony to change in such a dreadful manner… that is downright grotesque."

"He wasn't the only one who changed," Rainbow grumbled. She winced when the nurse put a band-aid on her head. "That gryphon who helped him… that was Gilda!"

"Gilda… as in, meany Gilda who picked on Fluttershy and ruined my welcome party for her? That Gilda?" Pinkie wondered.

"Do I know any other Gilda?" Rainbow shot back in an irritated voice. "Duh! YES, I DO recognize the person who was my childhood friend!"

"Rainbow, get a grip!" Applejack said sternly. "No need to take it out on Pinkie."

"Sorry, it's just…" Rainbow Dash groaned as she used a hoof to rub her temples. "How could this happen to her?"

"It was the unicorn… the one who called himself Skeletor," Derpy said as she stood up to her feet. "I saw how he shot a beam of purple light at Lyra… and almost instantly afterwards, she started changing. Now I'm not 100% sure, but my calculations indicate that the chances are at least 88% that he's somehow able to imitate the purple sunlight that changed us."

"Oh no…" Fluttershy muttered. "That sounds horrible… poor Lyra…"

"Fluttershy?" Rainbow stared at her fellow pegasus, only now realizing her changes. "What the hay happened to you? Why do you look like an alfalfa salad?"

"Duh, the purple sunlight, Dashie!" Pinkie Pie said.

"Oh yeah," Rainbow chuckled sheepishly. "That thing…"

"This makes everything more difficult," Luna pondered. "I'm not willing to endanger anyone who's on his side against their will. Still, we have to follow them… bearers of the Elements of Harmony, I need you to come with me."

"What? No!" Nurse Redheart protested. "I'm sorry Your Majesty, but… Rainbow Dash must rest after everything she's through."

"I'm fine…" Rainbow sighed. "I can fly, see?" She flew up a bit and dropped back down.

"We have no choice," Luna told the nurse apologetically. "They need to be stopped, or all of Equestria is in danger. And I don't know if I can do it on my own. I won't force anypony, but… are you willing to help me?" She looked at the six friends.

Rainbow Dash saluted. "Always ready for action!"

"Y'all can count on me," Applejack smirked.

"I am ready," Rarity nodded.

"Time to par-tay!" Pinkie giggled as she bounced up and down.

"I… I will go, too," Fluttershy said meekly.

"For Princess Celestia!" Twilight smiled.

"I will go with you, too!" a seventh voice spoke up. To all of their surprises, it was Bon Bon.

"Come again?" Applejack blinked in surprise.

"But that's too dangerous," Twilight protested. "Bon Bon, I really think you should…"

"I don't care!" the earth pony-turned-pegasus shouted. "If they took Lyra, I'm coming with you! I'll get her back! Just try and stop me!"

Rainbow rolled her eyes. "Earth ponies can be so stubborn…" That earned her a soft kick from Applejack. "HAY!"

"We're not always stubborn, partner," the country pony frowned. "So watch yer mouth."

"Besides, she's a pegasus now," Pinkie added cheerfully.

Luna sighed. "I can't stop you if you are following your heart… but you are aware that this is a very dangerous mission, right? Blueblood… I mean, Skeletor is very powerful. And we don't even know if he managed to gather more minions by now or not."

"I'm not defenseless either," Bon Bon replied. "I took self-defense courses… besides, I can do this now…" She raised her hooves and shot a blast of blue energy up into the sky. "See?"

"But what do we do when he tries to transform any of us?" Twilight asked. "I don't know if I could counter spells like that."

"Well, first of all, those that are already transformed are no longer affected by the purple sunlight," Derpy spoke up.

"How do you know that, Ditzy?" Fluttershy wondered.

"I did some experiments last night," Derpy smiled. "And if all that spell he used on Lyra did was change her, at least you and I would be safe from it, since we're already changed. As for the rest… I could try to create some light-repelling forcefield generators… I've already put up a couple of blueprints… the tricky part is not to block every light, or else there would be total darkness inside the forcefield."

"You… seem like an intelligent young mare," Luna said, sounding impressed. "What is your name?"

Derpy smiled. "I'm Ditzy Doo! I'm Ponyville's mailmare."

"Such a bright mind, and yet you work as a mailmare?" Luna wondered. "How curious… have you ever considered working as a royal technician?"

"Well, actually Derp… I mean, Ditzy Doo is…" Rarity spoke up. "Um, I mean… nevermind…"

Derpy sighed. "It's all right, Rarity… I don't mind if people call me Derpy. I kinda like that name. And, Your Majesty… I… I wasn't really this smart a couple of days ago." She looked down. "I was very… absent-minded… sometimes I lost my letters… and almost every time I came past Sugarcube Corners… the smell of freshly-baked muffins would distract me from my job…"

Fluttershy smiled and patted the grey pegasus on the back. "That's okay, Ditzy… we always like you for who you are."

"You… you do?" Derpy asked in surprise.

"Don't belittle yourself," Rarity said. "Who cares if a letter is a bit late? I still enjoyed seeing you every time you came by my house to deliver the mail."

"Sure you're a little goofball… but that's what makes you you," Rainbow smirked.

"And you always were there to pick me up from school!" Dinky added brightly. "You're the bestest mommy ever!"

Derpy smiled as she gave her daughter a hug. "Thank you…" she muttered.

"Ah hate to spoil the moment," Applejack then spoke up. "But we're in a hurry, aren't we?"

"You are right, Applejack," Luna nodded. "Ditzy Doo… as Equestria's princess of the moon, I ask of you… could you continue your work on those forcefield generators? They could prove to be incredibly useful, not just against Skeletor's magic."

"I will try my best," Derpy said.

"And I'll help you!" Dinky shouted.

"I thank you, then," Luna said. "Mayor, I leave everything here in your hooves. Elements of Harmony… come with me! To the Everfree Forest!"

* * *

Lyra groggily opened her eyes. The first thing she noticed was that she was lying on soft grass, on a clearing in the forest… the Everfree Forest, she realized. A dull headache was throbbing inside her head. But that was almost forgotten when she took a look at her front legs. She was surprised to see that they were covered with a thin layer of mint-green scales, the same color as her coat. Even more shocking was that she had what looked like fins growing from them. She looked back and saw that her whole body was covered with scales. On her back, they were blue-green and much thicker than on the rest of her body. And instead of her usual pony tail, she had a curled-up, thin tail that was almost reminiscent of a seahorse. She took a deep breath and realized that there were openings on the side of her neck, gills like those of a fish.

At least her horn and cutie mark were still the same…

A deep chuckle caught her attention, and she turned her head to see Skeletor and Beast Bird standing there. It was then that she remembered… how the skull-faced unicorn's magical beam had knocked her out.

"Wakey wakey, my little seapony," Skeletor chuckled. "Time to get up… and face your new master!"

Lyra rose to her feet and glared at him. "Shut up! You're not my master!"

"Another one who decided to be difficult," Skeletor sighed as he gave the gryphon next to him a a sideglance. "Good minions are so hard to find these days, don't you agree, Beast Bird?"

"Whatever you say, master…" Beast Bird mumbled.

"Look here, it doesn't matter how you transform me, I just have no intention of listening to any of your orders," Lyra snapped. "I'm a pony of Ponyville, and I am loyal to Princess Celestia… while you are a lunatic, a moron and a brute."

"You just don't realize the position you are in, do you, little seapony…" Skeletor grinned menacingly as he took a step closer. "Anyone who opposes me… shall be destroyed."

"I'd rather die than serving you," Lyra said. "Why did it have to be me, by the way? I'm just a musician, a normal unicorn. Why did you kidnap me? I don't even have a lot of money."

"Could have been anypony," Skeletor shrugged. "You were an easy target, you stood right in front of me. The two pegasi were already changed, so my magic wouldn't have worked on them. And that white unicorn… I'd rather not have her with me. I met her before. She's uncouth, and a loudmouth. Can you imagine that she tried to dirty my mane with splattered cake remains? The nerve…"

Lyra glanced at his hairless skull. "Mane?"

"I was different back then," Skeletor growled. "I was handsome… a prince… but that's in the past…"

Lyra snickered. "What's so funny?" Skeletor shouted.

"Sorry, but have you looked into a mirror? I honestly can't picture you as handsome," the scaly mare grinned. But her smug expression quickly disappeared from her face when she saw the furious, glowing eyes of the sorcerer.

"You… miserable sea urchin…" he grumbled. "I offer you the chance to become my minion, and you dare mock me? Just you wait… You said you'd rather die than follow my orders? That can be arranged…"

And like he did with Beast Bird, he shot a lance of dark energy at Lyra. She gritted her teeth when the energy swept over her body, filling her with pain. Tears were welling up in her eyes… she wished nothing more to be back home with Bon Bon.

Beast Bird shuffled around nervously, clearly remembering her own ordeal. Skeletor intensified the force of the magic and shouted: "Serve me… and I will end your suffering! Reject me… and I shall end your life!"

"N-never…" Lyra grumbled. "I c-can't… I won't… follow you…"

"OBEY!" Skeletor roared. "Or suffer the consequences!"

"No!" Lyra shouted back. "Never! If I did that… Bon Bon… would never forgive me…"

"So that's how it is?" Skeletor grinned. "This 'Bon Bon'… you care a lot for her, do you? And she cares for you? What would she do if you died?"

"She… she'd be heartbroken…" Lyra muttered. "But she'd be even more heartbroken if she saw me as a servant of evil. So kill me, if you must, but don't expect me to betray Ponyville!"

With a sigh, Skeletor shrugged and stopped firing his magic at the struggling unicorn. "All right… very well… a pity… but in this case… I suppose we could always try the same with your beloved Bon Bon."

Lyra's eyes widened. "What?" she whispered.

"You heard me pretty well," Skeletor sneered. "You refused to be my minion, so I need to find another one. I will give your filly-friend the same question… she will most likely refuse as well… hmmm… I guess that means I will have to kill her, too. Oh well… at least you'd be reunited in death, right?" He chuckled evilly.

"NO!" Lyra protested. "You can't…"

"I can't?" Skeletor shouted. "In case you haven't noticed, I'M the one with the power here. I can easily crush you, and I can as easily crush your little filly-friend. So either you accept my offer, or my dark master help me I'll do this to Bon Bon and any other pony who dares to resist me! Now, this is your last chance… do you accept?"

"Please, no… please don't hurt Bon Bon…" Lyra pleaded.

"ANSWER ME!" the dark sorcerer roared.

Tears were now freely flowing out of Lyra's eyes. She was willing to die for her princess, her home and her friends… but… to lose Bon Bon? She couldn't stand that thought, so she looked at Skeletor and said in a shaking voice: "I… I accept."

Skeletor was laughing like a madman. "Hahahahahaha! The second minion… soon, I'll have an entire army following me. And then, dear Luna, your army of pathetic ponies is helpless before our power." He walked up to Lyra, towering over her smaller form. "Rise, minion… rise as the second in Skeletors army of darkness. You need a new name, though… from this day on, you shall be known and feared as… Mer-Mare, the terror of the depth."

"Mer… Mer-Mare?" Lyra asked.

Skeletor looked back at the gryphon. "Beast Bird has control over all the beasts of the land… you, on the other hoof, have control over all the sea monsters, the creatures of the depth. Come along now, minions… our goal is nearby."

"Our goal?" the seapony asked. "What's our goal?"

Skeletor looked at her with flaring eyes. "Whenever you talk to me, you shall address me as MASTER! Understood?"

She gulped. "U-understood… wh-what is our goal, then… master?"

The skull-faced sorcerer grinned. "The former castle of the two royal pony sisters… formerly known as Crystal Castle."

* * *

The trees in the Everfree Forest were looking darker than Twilight remembered… or maybe they just seemed that way since it was nighttime… or because they were all on edge because they were following a mad, power-hungry unicorn.

Fluttershy looked at the trees that were growing around her. Even though it was dark, she felt more alive than ever. She was able to feel all of them… and not just the trees, all of the other plants around her as well. The forest may be frightening, but it was also brimming with life.

Bon Bon looked even more frightened than the rest of her friends. "Th-this is so spooky…" she muttered. "And you're saying you guys come here often?"

"Well… only ev'ry now and then," Applejack shrugged. "When we wanna visit Zecora… or there's someone to save… or the kids have the glorious idea of gettin' a cutie mark as Cutie Mark Crusaders Everfree Wood Rangers… Ah swear, yer sister has the weirdest ideas, Rarity."

"Must have been Scootaloo's influence," Rarity shrugged. "No wonder, considering who her role model is." She sideglanced at Rainbow Dash.

"Would you all be quiet?" Twilight groaned. "This isn't a camp trip, we are following an evil wizard who is powerful enough to make even Princess Luna worry."

"But I've got super cool new magic powers too now," Pinkie spoke up. "How about I cast a spell and… and… I make him go away?"

"Pinkie, I somehow have the feeling it's not going to be that easy," Rainbow Dash said, rolling her eyes. "Giving Pinkie Pie magic… whose bright idea was that?" she muttered to herself.

Twilight ran up to Luna, who was leading the group. Her horn was shining as bright as the moonlight and drove away the darkness. "Princess… are we going the right way?"

"Don't worry… I know the way," Luna replied. "I've walked this way a countless amount of times, back when Celestia and I were younger. That castle… Crystal Castle… it used to be the castle where our parents lived, you know?"

"Your parents lived here?" Twilight asked with awe.

"You lived in the Everfree Forest?" Rarity wondered.

"Princess Celestia and Princess Luna have parents?" Rainbow Dash asked with shock.

Luna looked back at her and nodded. "Every pony has parents, Rainbow Dash. They were responsible of lowering and raising the sun before my sister and I took over that job."

"Where are they now?" Fluttershy asked politely.

The moon princess lowered her head. "They… passed away a long time ago…"

"Oh…" Fluttershy pulled her head in a bit. "I'm so sorry… I shouldn't have asked…"

"It's okay, Fluttershy," Luna smiled. "You couldn't know."

"So… why did y'all live in the middle of the Everfree Forest?" Applejack asked.

"Back then, it wasn't called the Everfree Forest. It was much brighter and the creatures living in it were much less aggressive than today. Crystal Castle was a place of magic and laughter, and every day Tia and I got up early from bed to watch how our mother raised the sun… and then stayed up late to watch our father do the same with the moon." She sighed. "Those were the days…"

Bon Bon was getting impatient. "How long does this take? Why couldn't those of us with wings just fly there? Or why didn't we teleport?"

"A mass teleport of eight ponies requires quite a lot of magical energy," Luna explained. "And even I need every last bit of my magic for the upcoming battle. Also, it's advisable that we stay together… if we're travelling in smaller groups, we might be easier targets for ambushes."

"But how can we make sure that we get there in time?" Bon Bon asked. "They could do anything to my poor Lyra…"

"Bon Bon… I will do everything in my power to help your friend," Luna said. "I give you my promise as the second princess of Equestria. But first, we must…"

She stopped herself in mid-sentence when suddenly, there was a broad river in front of them. "Hmmm… there used to be a bridge here," she muttered.

"Same river as last time, right?" Rarity asked. "But the water is calm and not that deep, so I guess we can go across easily." She sighed. "That will get my beautiful coat wet and dirty again… oh well, it's for the good of Equestria."

"How 'bout I give you a lift?" Rainbow suggested, flapping her wings once. "And we'll be across in a jiffy."

"Try that and you'll plummet in a jiffy!" a gruff voice spoke up. Before the ponies could reach the riverbank, Beast Bird came crashing down in front of them. At the same time, a unicorn with fins and scales came jumping out of the water.

"Our master ordered us to stop any pursuers," Beast Bird growled as she flexed her claws.

"Oh yeah? Well, he's not that tough when he needs you to do the job," Rainbow said mockingly.

The gryphon snarled. "You shut your big trap, Dash… I'm doing this because I have to, not because I want to."

"LYRA!" Bon Bon shouted happily, not even listening to the exchange between the gryphon and the pegasus. She ran over to her filly-friend. "I'm so glad you're okay… they didn't hurt you, did they? What a relief… Come on, let's get you home…"

But the seapony just stood there and looked at her. Her gaze was confusing Bon Bon… it was filled with confusion. Sorrow. Anger. "Lyra… honey? Wh-what's the matter? C'mon, let's go home…"

"I'm not coming home," she said. "And… I'm not Lyra anymore, either. My name is Mer-Mare."

Bon Bon's confusion grew. "Lyra? Wh-what are you saying?"

"I'm saying that I am a follower of Skeletor… and I must obey him. And he ordered me to stop you from reaching him!" Mer-Mare shouted. Her horn began to glow, and a stream of water came shooting out of the river, hitting Bon Bon head-on and pushing her backwards.

"Lyra, what are you doing?" Twilight shouted in horror. "Stop! That's Bon Bon, you're hurting her!"

"Leave! All of you! And never come back!" Mer-Mare shouted. She was trembling. But it wasn't because she was furious… it was because she was afraid. She knew what Skeletor would do to Bon Bon if she refused to listen to his orders. So the only thing she could do was to act like a good minion and push back his enemies.

"Did you hit yer head against an apple tree trunk, girl?" Applejack shouted. "Stop it right now or you and I are gonna have a problem!"

"All of you have a problem," Beast Bird shouted back. "Last chance… turn around or we'll make you leave!"

"Are you two crazy?" Twilight asked. "We're trying to save Equestria here, in case you haven't noticed."

"And then there's the fact that there are eight of us and just two of you," Rainbow pointed out. "Just sayin'… Oh, and Princess Luna's with us, too."

"Please… we don't have to fight," Fluttershy added in a pleading voice.

"Oh, you won't fight us," Beast Bird smirked. "You'll fight THEM!"

A loud roar was echoing through the forest when a huge, lion-like beast came leaping across the river and landed next to the gryphon. At the same time, a giant, serpentine creature rose out of the water.

"A manticore and a sea serpent?" Twilight wondered. "Now why do I have this feeling of déjà vu…?"

"Those are the same creatures we ran into the last time we went inside the Everfree Forest," Rarity noticed. "But their eyes… look at them…"

Both beasts had white-glowing eyes, which they used to glare at the ponies in front of them, like predators would glare at their prey.

"They… don't recognize us…" Fluttershy nervously muttered.

"They are under our control," Mer-Mare explained. "Let's see you deal with them before you take us on… ATTACK!"

With loud growls, the manticore and sea serpent dove at their prey. Twilight tried to dodge when the manticore swiped his paw at her, but she wasn't fast enough and the blow knocked her back into a tree. She winced as she felt a sharp pain in her flank… she looked down and saw blood… a long, pointy branch had left a nasty wound on her.

At the same time, the sea serpent tried to bite Rarity with his gaping muzzle. "Please, sir!" Rarity gasped as she avoided the bite. "Don't you remember me? It was me who fixed your glorious mustache!"

"They won't listen to you," Luna said as she used her magic to erect a protective barrier over Rarity's body. "Skeletor's magic obviously gave them the power to control such beasts."

The sea serpent angrily hit the barrier again and again, but was distracted when Rainbow Dash and Bon Bon flew past him.

"On the count of three, Bon Bon," Rainbow Dash shouted. "One… two… three!" And together, they kicked the feral serpent's head away.

Rainbow smirked. "That's how it's done… URK!" She grunted when suddenly, Beast Bird tackled her from the side.

"Get it in your thick head, Dash!" the gryphon snarled. "I'm now superior to you in every way. Every time you fly up to me, I'm gonna knock you down again!"

"Not this time, Gilda…" Rainbow grumbled as she flew at her. The pegasus and the gryphon met each other in a flurry of kicks, scratches and bites.

Bon Bon raised her hooves and tried aiming at Beast Bird… when suddenly, a spout of water rose up next to her and pushed her down into the river. She turned her head and saw her transformed filly-friend, sitting on a pillar of water that rose out of the river.

"I told you to leave, Bon Bon!" Mer-Mare shouted as she willed the water to create a current and push Bon Bon back to the shore.

Bon Bon gritted her teeth. "I don't want to fight you, love… but… if you insist…" She raised her hoof and fired an energy bolt at the surprised seapony, knocking her off her seat and into the water. She fired a second one, but Mer-Mare quickly dove under. Like a dolphin, the aquatic unicorn swam at the winged mare and pushed her back. "GO! GO AWAY!" she shouted. "I DON'T WANNA SEE YOU AGAIN!"

Bon Bon felt her heart break under those words. "But… but Lyra…"

"I HATE YOU!" Mer-Mare shouted as she created a wave that threw Bon Bon back on dry land. "I HATE YOOOUUUUU!"

It was too much. Bon Bon didn't even have the strength to get back up. She was lying there, on the riverbank, wet and dirty, and heard those words again and again. And every time, they struck her heart like a poisoned arrow.

I. Hate. You.

She curled up like a newborn baby, closed her eyes and cried.

Applejack grunted when the manticore tried to wrestle her to the ground. "A little help here!" she shouted to Bon Bon, but the hawk-winged mare was too distraught to notice.

"Applejack!" Fluttershy gasped. "Oh please no… please, don't hurt her! No… don't… DON'T!" she yelled.

Suddenly, a multitude of long, green vines grew out of the ground. They wrapped themselves around the manticore's limbs and pulled the beast off Applejack's body. Both Applejack and Fluttershy stared at the spectacle in disbelief.

"Did… did I do that?" Fluttershy wondered.

Luna ran over to Twilight and quickly healed her wound with her alicorn magic. "Twilight… you must come with me. We have to leave."

"Leave?" Twilight asked. "W… we can't leave now! My friends… they need our help!"

"This is a distraction," Luna said. "Blueblood… Skeletor wants me to stay and fight so he can enter the castle and find the Sun and Moon Stone. I must go and stop him, but… I need your help with the Element of Magic. Your friends are strong, they can take care of this. Have faith, Twilight…"

"I… I can't leave them behind," Twilight muttered. She looked back and forth between the princess and the ongoing fight.

"Twilight, if we don't leave now, Skeletor has as good as won! Trust me… they can do this. Please, step next to me… I can teleport us the rest of the way. It should be enough when there's only two of us."

Twilight looked back at her friends. She saw Rainbow Dash wrestling with Beast Bird. She saw Applejack and Fluttershy approaching the tied-up manticore. She saw Pinkie teleporting around to confuse the sea serpent. She saw Rarity consoling a distraught Bon Bon.

Hesitantly, she stood up and stepped next to the princess.. "I… I will come with you, Princess Luna."

Luna smiled and let her horn shine. In a bright flash, they disappeared.

* * *

Skeletor grinned. He stood in front of a deep chasm, a chasm with the remains of an old rope bridge. On the other side, he was able to see the silhouette of Crystal Castle.

"I made it…" he muttered. "All the power I need to overthrow the tyrant… to rule Equestria… it's on the other side of this gorge…"

His eyes flashed, and a bridge made of dark magic spanned across the chasm. Confidently, he crossed it and walked up to the castle gate.

But suddenly, in a flash of bright light, Princess Luna and a young, purple unicorn he didn't recognize were standing in front of him. However, he did recognize the tiara on the unicorn's head… it was the Element of Magic.

"This is as far as you go, Skeletor!" Luna said. "Your dark master's plans end here."

The dark sorcerer laughed. "Do you think I'm giving up, now that I'm so close? Your evil won't stop me, Luna, neither will that flimsy Element of Magic."

"You really turned mad, Blueblood," Luna sighed. "I was hoping there was a chance to save the person you once were… but you have been irrecognizably twisted, visually and mentally."

"My friends aren't here right now," Twilight proclaimed. "But they are still with me. At the moment, they are doing their best to save Equestria, to work together for a better future. Our friendship is the magic I need to stop you. And as you might know, Friendship… is Magic!"

"No…" Skeletor growled as he surrounded himself in a dark aura. "Magic… is POWER!" Dark clouds began to gather above him, lightning crackled and his insane laugh filled the air.

Twilight gulped nervously. This was going to be difficult…

"The Element of Magic alone might not be enough, Twilight," Luna said calmly. "I'll hold him off… you go down into the basement. Your element should be enough to unseal it. Go in and find the Sword of Magic."

"The… Sword of Magic?" Twilight wondered.

Luna nodded. "Yes. A weapon that was crafted to fight those forces that seek to destroy the harmony of friendship and magic, sun and moon. It is empowered by the Element of Magic and give its wielder the power… the power to protect Equestria. I have faith in you, Twilight Sparkle… the same faith my sister has in you. Now go, quickly!"

Twilight hesitated. First she had to leave her friends behind… and now the princess? But if she was telling the truth and that sword really was the solution to everything…

"DIE, LUNA!" Skeletor yelled as he concentrated all of his power into a single beam of darkness, which he fired at the moon princess. Luna closed her eyes…

And when she reopened them, they shone brigher than the moon itself. The princess surrounded herself with a dome of pure moonlight, a protective shield against Skeletor's assault. In her glory she looked more than ever like a goddess.

In a voice, louder than Twilight had ever heard her speak, she shouted: "YOU… SHALL NOT PASS!"

And then, she whispered: "Run, Twilight…"

Realizing that everything was depending on her, the unicorn turned around and ran inside the castle.

* * *

With a plopping noise, Pinkie Pie disappeared and reappeared behind the sea serpent, forcing him to twist his body around.

"Really, you…" PLOP! "…should try and…" PLOP! "…have some more fun, because…" PLOP! "…having fun with friends is the best…" PLOP! "…and would help you to relax. You're too wound up, you realize that?"

The sea serpent really was wound up. Twisted up like a corkscrew, to be exact. When he tried to follow the pink pony with his eyes, he had spiralled his body in a very uncomfortable position. His body then spun around backwards, returning to its previous position, making him dizzy in the process.

Pinkie grinned. "See? Now wasn't that…" She was unable to finish her sentence when suddenly, Rainbow Dash came crashing down on her from above. As soon as the pretty and colorful stars stopped spinning around her head, Pinkie looked up and said: "Hi Dashie!"

Beast Bird roared and landed in front of the two entangled ponies. At the same time, the sea serpent shook off its dizziness and approached them from the other side.

At the same time, Rarity was grabbed by a hand made of water that pulled her back inside the river, under the surface, where Mer-Mare glared at her.

"I told you to leave!" the seapony shouted, her ability to talk apparently not inhibited by being underwater. A whirlpool then formed around Rarity, spinning the unicorn around.

'Air… need air…' she frantically thought as she tried to paddle back to the surface. The current was too strong, however. 'What made Lyra act like this… did they brainwash her… poor Bon Bon… and poor ME…'

But then, she found herself lifted out of the water by an invisible force. She took a deep breath when her lungs were once again filled with air. She was then gently dropped down on the ground.

Her savior landed next to her. "I am very pleased we met… but next time, try not to get wet," a very familiar voice told her.

Rarity's eyes widened. "Zecora?"

It was the zebra. But it was clearly visible that she, too, had been changed by the purple sunlight. Instead of black and white, her stripes were now black and yellow. Instead of her normal eyes, Rarity saw the multi-facetted eyes of an insect. Two black feelers were protruding from her forehead, and on her back was a pair of shimmering, transparent insect wings. They reminded Rarity of the butterfly wings Twilight's magic had given her, back when they wanted to come to Cloudsdale with Rainbow Dash. But these wings weren't butterfly wings, instead they were – fitting Zecora's new color scheme – the wings of a bee.

"Before you stop and gawk at me, I believe you have an enemy," Zecora said and nodded towards Mer-Mare, who was just coming out of the water in front of them.

"Thanks for saving me… and any help would be appreciated," Rarity smiled.

"Thank me later, time is thin. Work with me, and together we win," Zecora rhymed as she started to rapidly beat her wings. A loud buzzing noise was filling Rarity's ears as the bee-zebra took flight.

"Why won't you understand…" Mer-Mare grumbled. "Just leave already… leave! And take her with you!" She pointed at Bon Bon.

"Let me put it as coherent as possible," Rarity said as she glared back at the seapony. "FAT CHANCE!" Telekinetically, she lifted a nearby rock and hurled it at her adversary.

Mer-Mare jumped over it and lowered her head as she charged at Rarity horn-first. But then, she was being grabbed and pulled up into the air. She looked up and saw the smug face of Zecora looking back at her.

"Put me down!" she shouted and flailed her limbs around.

"Struggle you should stop… or else you might drop," Zecora smirked.

"LET GO!" Mer-Mare screamed as she kicked the flying zebra with her hindlegs, forcing her to let go. However, she did not think that move through… when she was released, she fell down, landing directly on her head. Within seconds, she was out cold.

Meanwhile, Applejack had tried to figure out a way to help Rainbow and Pinkie. "Fluttershy! Get me up to Gilda somehow!"

"O… okay," the dryad pony muttered. "Um… how about this?" The tree next to Applejack lowered one of its branches and picked her up from the ground. The branch then pulled itself back like the arm of a pitcher at a baseball match.

Understanding the plan, Applejack nodded. "Gimme a good boost! Now let's knock that birdie out of the sky!"

"Okay… here we go," Fluttershy said, directing the tree to throw Applejack up into the air. In mid-air, AJ pulled out her trusty lasso, spun it around and threw it around Beast Bird's body.

"H-hey!" the gryphon protested. "What gives?"

The only response Applejack gave her was a sneer as she pulled her down with all her might. "Rainbow Dash, help me here!" she shouted.

"I'm on it!" the pegasus nodded as she flew back up and grabbed Beast Bird's tail with her mouth. Together, they tried to pull her to the ground, but it didn't quite work.

"She's too big and strong and stuff," Pinkie noted from down below. "They need some help." And then she had an idea. With a grin, she wiggled her nose, disappeared in a pink puff of smoke… and reappeared right above the surprised Beast Bird.

"SURPRISE!" she shouted as she fell, effectively pressing the gryphon down to the ground.

"We got her!" Rainbow shouted. "AJ, tie her up!"

"Not enough rope," Applejack shouted back. "She's bigger than a buffalo."

"Get off me!" Beast Bird roared as she thrashed around. She pulled against the rope and tried throwing Pinkie off her back. "I'll make you dweebs pay!"

"Allow me," Rarity smiled as she walked up to them. She picked up a rock, made it float upwards… and then dropped it on Beast Bird's head. With a groan, the gryphon's eyes spun around and then, she was knocked out.

At once, the manticore stopped struggling within the vines. The sea serpent blinked and looked around in surprise. "Oh my goodness!" he said. "What am I doing here? I've had this horrible dream that I was a corkscrew."

"Looks like they are back to normal," Fluttershy smiled. "Yay!"

"Those two controlled you with their powers," Applejack explained, pointing at the unconscious followers of Skeletor. "But ah reckon knocking them out stopped them from doing that to you."

"I'm horribly sorry!" the sea serpent said apologetically. The manticore also lowered his head in shame while Fluttershy freed him from the vines. With a cat-like mew, he gave her mane a lick.

"Don't worry now, though it is sad. This purple sun turns everyone mad," Zecora spoke up.

"Zecora?" Pinkie shouted, only now realizing that the zebra was there. "Whoah, you look almost like a parasprite."

"I really hope you are joking. Do not compare me with that thing," Zecora snorted.

Pinkie giggled. "Just kidding."

The zebra nodded. "Now I believe the time is right… to ask: Where is Twilight?"

"Twilight?" Rarity wondered as they all looked around. "Oh no! Where could she be?"

* * *

In front of Crystal Castle, the battle between Luna and Skeletor was coming to its conclusion. Luna had underestimated Skeletor's powers, and now her shield was slowly being pushed back by his energy beam.

"YES! I will succeed!" the skeletal stallion shouted. "Give up, Luna! I've already won!"

She grimaced. "N-not yet, my dear 'nephew'… as long as I'm standing here, you won't put one hoof into the castle of my parents!"

"Stubborn fool…" Skeletor grumbled. "My master gave me the power… Your sister is already sealed to the sun, unable to leave and locked in an eternal battle with the almighty Horde Prime… as for you, you will be banished too… TO THE MOON!" And with a sudden burst of power, his beam broke through the barrier and hit Luna. She let out one final gasp… before she disappeared.

Skeletor stared at the empty spot with disbelief. "I… I really did it?" he murmured. Then he laughed. "Of course! I did it! Hahahahaha! I banished Luna to the moon! Now I am king!"

What he didn't know was that instead of transporting Luna to the moon, all his spell had accomplish was to relocate Luna to the other end of the forest. When she reappeared, it took the moon princess a moment to realize where exactly she was. She then quickly flew up and back towards Crystal castle, as fast as she could.

"I hope I'm not too late…" she muttered. "Please, Twilight… if you have the sword in your hooves… save Equestria."

She flapped her wings even faster. She saw the castle in the distance… but she also saw another thing. At the far horizon, the morning sun was slowly rising up into the sky… and along with it, the comet.

Luna winced when the cursed sunlight shone directly into her eyes. "Noooooooo…" she shouted as her body changed shape… and as she felt her vocal chords transform, the shout transformed into the shrill screech of a bird.

And then it was over. There was no trace left of the alicorn Luna, the sister of Princess Celestia… instead, a lone falcon with blue feathers was flying over the trees, towards Crystal Castle.

* * *

Twilight didn't stop running. She ran through corridors and abandoned halls. She came past the chamber in which she and her friends had found the Elements of Harmony. She went on and found a spiral staircase leading down into the basement of the castle.

She stopped when she reached a massive stone door. It was bigger than her entire library. On its surface, she saw a colorful relief, showing two alicorns, surrounded by the Elements of Harmony… but they weren't Celestia and Luna. One was a dark blue stallion, in front of the moon, and the other a white mare with a fiery, red mane in front of the sun. She realized that those must be the parents of Princess Celestia.

She approached the stone door, and her element started glowing. At the same time, the Element of Magic that was pictured on the door was glowing, too. With a deep rumble, the door moved aside… revealing a dark chamber.

Twilight carefully walked inside. In the corner of the chamber, she saw several piles of treasure, gold and diamonds that were glittering in the light her element was giving off. But shining brighter than any of that was the amazing sword that was in the middle of the room. It was stuck in a giant pedestal made of dark marble. Its handle was decorated with the most beautiful gemstones, and its blade was longer than Twilight's entire body.

"The Sword of Magic…" Twilight whispered. "It is empowered by the Element of Magic and gives its wielder the power to protect Equestria… that's what Princess Luna said. But how can I use it? I'm just a regular unicorn… and not nearly powerful enough. I put an Ursa Minor to sleep… but a powerful sorcerer such as Skeletor… that's another story. I don't know if I can do it…"

'Believe in yourself, Twilight,' a gentle voice spoke up in her mind. 'Believe in yourself, your friends and the magic of friendship…'

"Princess Celestia?" Twilight gasped. But there was no response.

"All right," she murmured. "I can do this… if this is what it takes to save my friends and Equestria… then I will do it!" She stepped in front of the pedestal, took a deep breath used her magic to pull the sword out of the stone and raised it high above her head. "By the power of Canterlot!"

At this point, Twilight felt how all the magic that was a part of herself as a unicorn explode within her, amplified by the power of the sword and her own Element of Magic. Her mind was overwhelmed by the sheer possibilities that were now opened to her and she felt how her body stretched and grew, until she was the same size as Princess Celestia. Her horn grew long and slender and a sparkling harness of gold appeared around her chest. The burst of confidence within her heart and mind was so powerful that she let out a loud scream. She raised the sword even higher and yelled:

"I HAVE THE POWER!"


	8. Merged Artifacts

Skeletor grinned as he approached the ruined castle's gate. He stopped momentarily just before going through, though.

"One more step…" he grinned. "One more step and I'm in the legendary Crystal Castle… and somewhere in here, I will find the ancient magical powers that will grant me the throne… the respect I never received as a mere noblestallion… but as a feared sorcerer and the new ruler of Equestria, I shall earn my respect with fear!"

One shove of magical, kinetic force removed the rubble in front of him and opened the damaged main gate all the way. He snickered to himself and walked inside.

But when entered the grand entrance hall, he saw a flash of light in the corner of his glowing eyes. Surprised, he stopped dead in his tracks… and a long, glowing sword cut through the air and hit the stone floor.

The dark sorcerer somehow managed to put an annoyed frown on the the pale skull he had as a face. There was a unicorn here, controlling the sword with her magic. She wore a regal harness of gold and was as tall as an alicorn, but she lacked the wings of Celestia and Luna.

"You certainly have changed, but I recognize the color pattern of your coat and mane, your cutie mark and the Element of Magic," Skeletor said. "If this transformation is supposed to impress me, it didn't work. It doesn't matter how much you want to be like Celestia and look like her, on the inside you are still a little filly who knows nothing about the powers she is tampering with."

"I study magic almost every day," Twilight calmly said as she approached him. On a mental command, the sword floated next to her. "I might know more about it than you think. Are you a diligent learner as well? From what I've heard from Princess Celestia, I don't think so."

Skeletor grumbled. "I am a unicorn of noble birth… the magic I inherited from my ancestors is far more pure and powerful than that of a pony commoner who swindled her way into the position of the princess' personal student. On top of that, I am now endowed with the sheer power of my master… your magic is like that of a child compared to mine!"

"There is a saying I picked up while stayed in Ponyville," Twilight said. "Pride goes before a fall."

"Don't make me laugh…" Skeletor chuckled. A bolt of dark magic came shooting out of his horn and solidified into a blade of pure darkness, almost as long as Twilight's weapon. "You obviously have never wielded a sword before… your stance is that of an amateur. Let me show you how it's really done…"

He leapt at Twilight and she raised her own blade just in time to parry the blow. However, even with the overwhelming amount of magic flowing through her new body, she had to wince. The force behind the evil blade was making the Sword of Magic vibrate and she was pushed backwards a bit. The sorcerer laughed and striked again. With loud clangs, the swords met again and again.

'He is right,' Twilight thought to herself. 'I never was much of a fighter… I was terrified when I was confronted with a Manticore and Hydra… and he has the confidence of an experienced fencer.'

'Have faith, Twilight,' a soothing voice spoke to her. 'The sword will guide you… combined with your enhanced body and the boost of your magical abilities, it endowed you with the experience of a master swordsman! Trust your instincts when he attacks you!'

Surprised, Twilight realized that none of her opponent's strikes had hit her… every time he swung his weapon at her, the Sword of Magic parried the blow. It was as if Twilight had some ancient instinct that helped her realize when Skeletor was going to attack… even before the attack happened. Were those the skills of a true master of the blade?

She and Skeletor exchanged a couple more blows before she took a look at the skull-faced stallion and noticed that he was sweating. Maybe… she really had the chance to win.

"Give up!" Skeletor growled. He pressed his dark blade against Twilight's weapon, trying to further push the mare back. "Surrender and I might yet let you live!" His horn flared up as he used all the magic he had at his disposal to overwhelm Twilight.

"I'm… not giving up," Twilight winced. "Princess Celestia and Luna believe in me…"

"What use is there in resisting?" Skeletor asked. "My power is clearly superior to yours. At some point, your pitiful magic will be spent and then you'll succumb."

"No… I won't…" Twilight muttered. "My Element is the Element of Magic… it is powering my sword, the Sword of Magic. And as long as my friends believe in me, it won't ever run out. Because… Friendship… is… MAGIC!" And then her horn lit up, brighter than the dull glow of darkness that surrounded Skeletor's horn. The magic that was empowering her weapon grew was so powerful that it could easily push the dark sword back. With a forceful shove, Twilight pushed Skeletor backwards. He was pushed back to the entrance, back through the ruined gate and once outside, back on the magical bridge he had created.

Twilight then lifted her sword high up over her head and brought it down on the dark sorcerer. Skeletor raised his weapon to defend himself… and the force of Twilight's blow knocked the dark blade away. It fell down into the dark abyss of the gorge underneath them.

"Crystal Castle belongs to the rightful rulers of Equestria," Twilight said as she pointed her sword at him. "Leave this place!"

Skeletor gritted his teeth. "If I can't beat you in a swordfight… I shall incinerate you with my magic!" He lowered his head and started to charge up a powerful spell in his horn.

Before Twilight could come up with a way to counter his spell, a shrill screech came from above. She looked up and saw how a dark blue hawk came flying at the castle. With spread wings, it landed on top of the castle's battlement… and as soon as its feet touched the castle, it transformed into a dark blue alicorn.

"Princess Luna?" Twilight gasped.

The princess raised her horn. "This is Crystal Castle, the ancient castle of Equestria's royal family. It and its secrets will not be defiled by hostile intruders! Raise your defenses, castle of ancient magic and repel the invaders!"

And when Skeletor fired a beam of destructive magic from his horn, a dome of light surrounded Crystal Castle from all sides. Skeletor watched in disbelief when his magic hit the barrier without doing any damage to it or the castle itself. "Impossible!" he gasped.

"You underestimated the magic that is still stored within this castle," Luna said. "When it is protected by one of the royal sisters, an Element of Harmony and the Sword of Magic, not even your master's dark powers are enough to conquer it."

For a moment, Skeletor seemed to be at a loss of words. "But… but how can this be?" he then blurted out. "The cursed sunlight… why didn't you change?"

"I did change," Luna said with a frown. "And your master's curse was nearly enough to put me out of commission. But here, within the walls of Crystal Castle, the birthplace of the royal Equestrian bloodline, I was able to undo the transformation." She looked down at him pleadingly, her eyes full of pity for the misshapen stallion. "It is over, Blueblood… end this foalishness while you still can. I shall be merciful if you just realize the evil deeds you have committed. And together, we shall find a way to undo your transformation as well."

The unicorn once known as Blueblood looked at Princess Luna, then at Twilight Sparkle. For a moment, it seemed as if there was a shimmer of hope in his eyes, the remains of a lost soul that was begging for forgivingness.

Then his gaze fell on the shining blade of the Sword of Magic and he saw the reflection of his fleshless skull, the face of the monstrosity he had become. The dark light lit back up in his eyes and an insane laughter welled up from within him. "Blueblood?" he laughed in a shrill voice that sounded nothing like the arrogant prince Luna knew. "That unicorn is dead! Only Skeletor remains! And no, I shall never crawl at your feet like an insect, tyrant of the moon… I shall be back. I shall find a way to deal with you, the Elements of Harmony, that accursed sword… and most importantly, with you, Twilight Sparkle!"

Twilight gasped when his glare was fixated on her. Never before had she believed to see so much hate in somepony's eyes.

"Mark my words..:" Skeletor hissed. "I. Shall. Be. Back."

Accompanied by a deafening crackle of thunder, a lightning bolt struck the ground where the evil sorcerer stood… and when it was over, he had disappeared.

Twilight stared at the spot where he had stood seconds ago. She was startled when Princess Luna appeared directly behind her, having teleported down from the battlement into the entrance hall. The purple unicorn sighed. "It is over."

But Luna shook her head. "I'm afraid not, Twilight. Blueblood… or rather Skeletor, as he decided to call his new self… is not defeated yet. He chose to retreat when he realized that he could never overcome both of our magics on his own. You heard him… he will be back. And given some time, he might even find a solution to overcome the barriers we put in his way."

Twilight sighed. "So much for hoping for a happy end…" She looked down at herself. "At least the sword's magic worked… I was afraid I wouldn't be strong enough at the moment… but… I guess I was."

Luna nodded with a smile. "Both Celestia and I have faith in you, Twilight. Do not belittle yourself. Not every pony would have been able to draw the sword. See your new self? That is proof enough that you are the true chosen of the Element of Magic."

Her words worried Twilight a bit. "Does… that mean I'll be like this forever?" But she relaxed when she saw that the princess shook her head."

"A unicorn born with the amount of magic that courses through your body is very rare," Luna explained. "Celestia realized from the very beginning that she had to observe you closely. Your magical talent is a gift… but it can also easily be used for evil. You saw how Blueblood was corrupted after his dark master gave all this power to him. So she took you as her student. But seeing you today, I think you exceeded all of our expectations."

"But why am I so tall?" Twilight wondered. "I'm almost bigger than you are! It feels a bit…awkward."

"Your inherent magic combined with the Element of Magic and the Sword of Magic is tremendous, Twilight. Too much for a normal unicorn's body to handle. Up to now, only alicorns like me and my sister had ever reached this level of power. And to make sure your body could adapt to this, the sword's magic transformed you. You are no complete alicorn, however. And it is only a temporary boost. But for the time being, it should be sufficient.

As on cue, Twilight felt the immense power surge waning from inside her body. She shrunk down until she regained her original body size. She then felt something hanging from her neck. She looked down and saw a small necklace. Hanging from a golden chain was a red, star-shaped gemstone with a small, diagonal sword across. "Where did this come from?" she wondered.

Luna came closer. "The Element of Magic and the sword have merged. They have bonded to you and will only react when you call upon their powers. In times of dire need, you may draw the sword and transform like you did before.

"How exciting," Twilight said. "I can't wait to show this to my friends. Let's go back, princess, I'm sure they are wondering what happened to us." She ran out of the gate, but slowed down when she realized that Luna wasn't following her.

She stopped and turned her head. "Princess? Aren't you coming?"

With a sad smile, Luna shook her head. "I can't," she sighed. "Our enemy's curse did affect me after all… only within the boundaries of Crystal castle can I resist it. I would turn back into a hawk, should I decide to put one hoof outside this castle… bereft of my abilities except for the gift of flight. I was careless… and this is the price I have to pay." She lowered her head.

"But… that's not fair," Twilight muttered. "I… I can't leave you here. Not like like this. Besides, what is going to happen to Equestria without you? We already lost Princess Celestia… and now you, too?"

"I am not gone, Twilight Sparkle," Luna said. "From within Crystal Castle, I shall watch over you… just like Celestia watches you from the sun. Still, you have to promise me… go back and help Professor Horoscopus and the other scholars. Continue your research. Given some time, you will find a solution for all of this."

"And Canterlot?" Twilight asked. "How can Equestria be governed without a princess on the throne?"

"The ministers and generals know how to act in a case like this," Luna said. "Celestia and I devised protocols for the occasion that neither she or I would be able to take care of government. They all know what they have to do. Please inform them about everything that happened… speak with Captain Stonehoof of the royal guard. There is no stallion as noble and loyal as he is. You can trust him to make the right decisions. Now, go."

Twilight was still hesitant. "There must be a way… I refuse to abandon you in here, all alone."

Luna smiled. "I'm touched by your concern, but don't worry about me, Twilight. I am not alone… there might be a lot of dangerous creatures in the Everfree Forest, but also certain ones that are friendly to ponies. And there are even some that are eternally loyal to the princess of the moon. They will keep me company and help me protect the castle. And I will send you a message as soon as I need help. But you have to go back to your friends. Equestria needs you now, Twilight. I'll be fine."

"I'm sorry, Princess Luna," Twilight said. "I promise you, I will find a way to release both you and Princess Celestia from your curses." She gave the moon princess one final, respectful bow, then she quickly turned around to hide the tears in her eyes, and ran out of the castle.

"I know you will, Twilight," Luna said quietly after the unicorn had left. "I know you will."

* * *

Fluttershy had managed to create a cage made of roots and branches, sturdy enough to withstand even Gilda's newfound strength. The sea serpent and the manticore both had departed back to their respective homes after giving the ponies their thanks. Now they all waited for Twilight and Princess Luna to return.

"So… for how long have you been looking like this?" Rarity asked Zecora.

The bee-zebra smiled. "A couple of days, my rainbow friend. Even though at first, I did not comprehend. What happened to the sun is unusual, to say the least. It transforms ponies and zebras, but no wild beast."

"Yeah, it's because of that stinking comet up there," Rainbow Dash grumbled. "Taking away our princess, messing up our lives… I'd like to show that piece of rock what a Sonic Rainbomb feels like."

"Calm down there, Rainbow," Applejack said. "You can't just make a comet crumble like it was an old barn. The smartypants at Canterlot will take care of that."

"Yeah, them and Twilight too," Pinkie Pie nodded. "Just like my Daddy used to say: Leave the thinking to the thinking ponies and the rock farming to the rock farming ponies. And the partying to the party ponies. Oh wait, he didn't say that last part. That was me!" She grinned.

"Hmmm…" Zecora said thoughtfully. "For what you're up against, you need all the help you got. But maybe I should offer my assistance too, it's worth a shot."

"You want to help us?" Fluttershy wondered.

Zecora nodded. "Resisting this skull-faced sorcerer is not an easy feat. But if we fight together, his ambitions might end in defeat."

While Rarity, Fluttershy and Pinkie continued to talk with Zecora, Rainbow Dash approached the cage. Both Beast Bird and Mer-Mare lay still on the ground, looking depressed. Rainbow could tell that Gilda was feeling bad. She wasn't even screaming. And Lyra didn't even look up from the ground, even though Bon Bon was sitting in front of the wooden bars of the cage.

"Lyra, please look at me," Bon Bon said softly.

The fish-like pony didn't look up. Instead, she closed her eyes with a whimper.

"Don't do this to me," Bon Bon pleaded. "That horrible unicorn with the skull is gone now, so we can go back home."

But Mer-Mare shook her head. She still didn't say a word, but Bon Bon could hear her quiet sobbing.

"Just tell me why!" Bon Bon cried, reaching through the wooden bars with her forelegs, trying to touch her marefriend. "Why won't you look at me? Why won't you talk to me?"

"Can't you get it in your thick pegasus skull?" Beast Bird growled. "She can't! She was forced to do this… so was I, by the way. There's nothing more I'd love to do than just fly away and leave that bone-tailed loser behind… but I can't!"

"What? Tough and cool Gilda afraid of a unicorn?" Rainbow Dash said half-mockingly.

The muscular gryphon muttered a reply. "What was that?" Rainbow asked. "Couldn't quite catch that."

Beast Bird snarled. "I said YES, Dash! Got it? I said YES! Yes, I AM afraid of that guy. He's powerful enough to smear the ground with both of us, so I'm afraid he'd crush me in the blink of an eye. I had no choice but to listen to him. I don't want to lose my bucking life!"

"That's the reason?" Bon Bon asked Lyra in surprise. "He threatened to kill you?"

Still no reply from Mer-Mare. Beast Bird snorted. "Yeah, he did. But you know what? I got the feeling this pony here is tougher than any pony I've ever seen before. Tougher than those jerks back at flight camp, that's for sure. And… apparently even tougher than I am…" She gritted her beak. Rainbow Dash realized how hard it had to be for Gilda to admit something like that. "But she still didn't agree to follow him. Said she'd rather die than to disappoint you."

"That sounds like a whole lot of horseapples to me… if you recall, she kind of DID help him, Gilda," Dash said with a raised eyebrow. "Remember that giant sea serpent she sent on us, along with that manticore you controlled?"

"Cut the sarcasm, Dash," Beast Bird grumbled. "Yeah, she helped him… but only after he threatened to kill her fillyfriend." She looked at Bon Bon. "And I have a strong hunch that he meant you."

Bon Bon gasped. "Is that true, Lyra?" she asked. "Did you… did you only help him to… to protect me?"

Lyra's sobbing intensified. "I… I HAD to, Bon Bon… I simply can't stand the thought of losing you. Imagining what he could do to you with only one thought… it was too much to take."

"What makes you believe he's gonna keep his word?" Rainbow Dash asked. "What if he decides to kill her anyway?"

"As long as there's a slight chance of saving her, I'll take that chance," Lyra muttered.

"But he's gone now," Bon Bon said. "Princess Luna will defeat him, you'll see. And then neither of us will ever have to be afraid of him again."

Lyra simply kept looking at the ground while Beast Bird broke into laughter.

"What's so funny?" Rainbow angrily demanded.

"Her!" Beast Bird grumbled, pointing a claw at Bon Bon. "Believing for one minute that foal Luna could defeat Skeletor. Do you think he's gonna let her do that to him? Even if she somehow ends up to be more powerful than him, he's not gonna take any risks. He'll be back… again and again."

"What makes you so sure of that?" Rainbow asked.

The gryphon grimaced. "You only ask that because you haven't felt his grasp yet, Dash… the power behind him is bigger than anything I've seen or felt in my life. If there's a pony that could defeat an alicorn, it's him. He'll be back… I'm sure of it."

"Oh please," Rainbow snorted, dismissively waving a hoof. "As if he's gonna do something stupid and coming back to our cool squad of super awesome Elements of Harmony bearers," she snickered.

She cried out in shock when a lightning bolt came shooting out of the clear sky and scorched the ground right next to her. Both Rainbow Dash and Bon Bon were sent flying by a sudden shockwave and parts of the wooden cage were ripped apart.

"GAH!" Fluttershy eeped with fright when the sudden thunder made her jump. "Wh-what happened?"

"Look over there!" Pinkie gasped as she pointed a hoof at Skeletor, who stood at the spot where the lightning had struck the ground.

The evil sorcerer gave the assembled ponies a dismissive look and then faced his two servants. "Your master has come to gather you… we shall retreat until I can come up with a new plan to topple Equestria's tyrant."

It was no question. His merciless glare didn't allow any protest. One look into his eyes and Gilda knew that she'd die if she didn't follow him. Just like Lyra knew that the same would happen to Bon Bon. So they crawled out of the ruined remains of the cage and stepped at their master's side as Beast Bird and Mer-Mare.

"Yer going nowhere!" Applejack protested as she ran at Skeletor and his unwilling minions. But before she reached them, more lightning crackled down from the skies and hit the tip of Skeletor's horn. Applejack was thrown back against a tree… and the trio disappeared.

"No! Lyra!" Bon Bon cried. "Not again!" She threw herself to the ground where she collapsed to a sobbing heap. "I lost her again…"

Applejack softly put a hoof on Bon Bon's shoulder. "Ah'm sorry, sugarcube… ah really am…"

Bon Bon sobbed a bit, then she looked up at the farm pony through teary eyes. "It's okay," she sniffled. "I'll find her again… I'll bring her back somehow… sometime…"

No pony noticed the pair of attentive eyes that was watching the whole scene from behind a nearby bush. "So that's the mighty, evil Skeletor," a female voice muttered, quiet enough that she wasn't heard by the others. "How interesting…" A sly grin then appeared under the eyes. "Sounds like he'd gladly accept any help I can offer him. Maybe I should introduce myself to him… offer him the assistance of the Great and Powerful Trixie!"

And silently, the transformed unicorn mare left the scene.


	9. Derpy in Canterlot

Beast Bird and Mer-Mare watched how their master Skeletor was pacing back and forth, muttering to himself. Neither of them dared to address him. Ever since they had fled from the Everfree Forest, the skeletal stallion hadn't exchanged a single word with them. All they had done was following him, and now they were standing in a small valley close to the mountains.

They didn't understand a lot of the words he was mumbling to himself. The only thing they understood was: "So close… almost had the power… Damn that Luna… damn that accursed unicorn and her sword…"

"Um… master?" Beast Bird felt bold enough to pull Skeletor out of his muttered monologue. "What do we do now?"

"What do we do? I'm telling you what we are going to do… we are going to wait for another opportunity. We will try again and again to obtain the power… I WILL be Equestria's king, sooner or later! Luna can't deny me the power forever. I will find a way to beat the Elements and that blasted Twilight Sparkle…" Skeletor's voice grew louder and louder as he continued to rant, not even looking at his minions.

"I understand that… but… what I mean is… what do we do NOW?" Beast Bird asked. "I mean… where do we go? I don't think we'd be welcome in Canterlot or Ponyville."

"I know that, you feathered buffoon!" Skeletor roared, making the gryphon wince. "We just have to find a place where we can regroup and plan our next course of action."

"Regroup?" Mer-Mare wondered. She let her eyes wander over the three members of their little group. "Master, there are only three of us and we are basically fighting all of Equestria… no matter how powerful we are… no matter how powerful YOU are… this is a fight we cannot win."

"I didn't ask for your advice, you slimy excuse for a seapony!" Skeletor yelled. "Keep your opinions to yourselves, both of you! I didn't accept you as my followers so you can question my decisions!"

"Well, well, well…" an amused voice came from behind. "Looks like you are in quite the dilemma, are you not?"

"Who is there?" Skeletor shouted as he spun around. "I command you to show yourself!"

"No need to be alarmed, oh Mighty One," the unicorn said as she stepped forth from behind a boulder. "I am not your enemy… nor am I a follower of the princess of the moon."

"Who are you? State your name!" Skeletor said as he took a closer look at her. The young mare had a pale yellow coat, a light blue mane and a cutie mark that showed a magic wand. She also wore a pointy magician's hat and a cape with a star pattern.

Trixie almost told him her stage name, but caught herself in time. For what she wanted to do, it was best to show as much humility as she could bring up. "My name is Trixie… I am a travelling magician. I heard much about your power, and your plans. I am here to offer my humble services to your cause… my lord!" And she bowed down in front of him.

'My lord? Well, she certainly is showing me the respect I deserve,' Skeletor thought smugly. He also was intrigued. This was the first time that a pony willingly decided to follow him. However, this was to be expected, he thought to himself. After all, rejecting his offer to join his glorious quest to reclaim the throne from the tyrant and risking to face his wrath was a foolish thing to do. He was satisfied that he found at least one pony that had some sort of common sense.

Still, he couldn't just trust her like that. She could be a spy of the princess. Maybe it was even Twilight Sparkle in disguise? He then looked up to the sun and frowned.

"How can you be outside in the sunlight like that?" he asked her suspiciously. "My master's all-powerful magic is supposed to change anyone who is exposed to the rays of the sun, which he took from the tyrant Celestia."

"Oh, I am a sun-changed like the rest of you, my lord," Trixie said. "However, unlike others, my cosmetical changes are only minor. It only changed my coat from blue to yellow. However, there was another effect… ever since the light changed me, my magical powers grew tremendously…" Trixie smiled to herself when she recalled the moments after her transformation, when she realized how much more than just telekinesis and mere stage tricks she was now capable of.

"Naturally, they will never meet the sheer power of your magic," she added, lowering her head once again.

"Well, having another potent magic user in my army, even moreso a loyal one, will certainly be useful," Skeletor admitted. "But you might understand that I am not willing to trust any stranger's words who desires to be my servant…"

"Of course not, my lord," Trixie said as she rose back to her feet. "I am aware of that. To gain your trust, allow me to offer you a most generous present."

"A present? What sort of present would the most powerful unicorn sorcerer in Equestria need?" Skeletor asked arrogantly.

"A personal hideout, of course," Trixie said. "A stronghold to rally your forces, a base of operations from which you can start all your attacks against Canterlot. A fortress that mirrors the might of splendor of its owner. A palace befitting only the most regal of kings!"

"My own palace… yes yes, that sounds intriguing," Skeletor nodded. "I was hoping to take Canterlot Castle as my personal residence, but since my takeover was… delayed, I suppose I should find someplace else."

"Wait a minute, master… this pony appears in the middle of the woods, offering us a place to stay just when we happen to need it? Doesn't that strike you as odd? And where is that hideout she's talking about anyways? Call me skeptical, but I don't think we should trust a total stranger that offers us help while we are on the run…"

"We are NOT on the run!" Skeletor shouted as he used his magic to slam Beast Bird down. The startled gryphon let out a grunt when her beak painfully collided with the rocky ground. Full of fear, she looked up at the enraged stallion.

"We… are not fleeing," Skeletor repeated himself. "This is a… tactical retreat. And this young mare is just showing common sense by offering her help. After all, this is the dawn of the reign of Skeletor, the new and rightful king of Equestria. Anypony who refuses to stay on my good side is a fool."

He then looked back at Trixie. "Still, even as a lowly servant, she raised a good point… where exactly is the palace you are offering me, loyal Trixie?"

She smiled. "Oh, I know a place that fits our needs just perfectly. All it needs are some… refurbishments. Come with me, and I'll show you, Your Excellency!"

"Excellency… I like that," Skeletor smiled. "Hear that, Beast Bird? THAT is how royalty is to be addressed. This young mare shows better manners than you and Mer-Mare combined. Lead the way, loyal unicorn!"

"But of course, sire!" Trixie bowed. "Please come this way…"

Beast Bird rubbed her beak as she got up from the ground. She and Mer-Mare exchanged skeptical looks before they hurried after their master and his newest follower.

* * *

"…and that's exactly what happened," Twilight said, finishing the tale of what happened in the Everfree Forest and Crystal Castle.

It was the following night after Twilight and the other element bearers had returned back to Canterlot (after dropping off a distraught Bon Bon in the care of her friend Carrot Top). Captain Stonehoof of the royal guard and Professor Horoscopus of the Canterlot observatory had calmly listened to everything Twilight had told them. Now that she was finished, they both showed expressions of surprise and worry. Behind Twilight, her friends also gaped at her with open mouths. After their unicorn friend had come back from Crystal Castle without Princess Luna, all she had told them was that they had to return to Canterlot and that she'd tell them everything once each of them had a good day's sleep in the castle's guest rooms.

"I don't believe it…" Rainbow Dash muttered. "Now Princess Luna, too? What… what are we going to do without the princesses?"

"The protocols must be followed," Captain Stonehoof said. The elderly pegasus turned to face the professor.

"I agree," Horoscopus nodded. "We need to make sure there won't be any panic."

"Excuse me, but…" Rarity intervened. "What kind of protocols are you talking about, if I may ask?"

"In her wisdom, Princess Celestia has devised certain guidelines for her most trusted advisors whenever there is a time of crisis and neither she or her sister are able to lead the ponies of Equestria anymore. Decisions must be made, order must be maintained and the members of the royal court need to get instructions on how they are supposed to act in the absence of the princesses," the professor explained.

"Princess Celestia's most trusted advisors?" Twilight wondered. "Who are they?"

"Well, first there the captain of the royal guard, who will take care of military and security matters…" Professor Horoscopus explained, pointing at Stonehoof. "Then we have the royal head researcher and leading scientist of Canterlot, he will have his hooves full with researching the comet and its effects… that is me, of course…" He smiled. "Then there is the chancellor, who will take care of politics, diplomacy and all governmental issues. And assisting both me and the captain will be our new mare-at-arms…"

"DERPY HOOVES!" all of the elemental bearers shouted at once when a familiar pegasus mare entered the room, wearing a brand new set of armor and the very same visor she had on when she confronted Skeletor in Ponyville.

"Hello everypony!" Ditzy Doo smiled. "Surprised to see me?"

"Holy blueberry muffin with a side of butter!" Pinkie exclaimed. "You're a memebr of the castle staff now?"

"Well, it surprised me as well, but they hired me on the spot when I pointed out all of the security holes this castle has. I mean, it's pretty obvious that the eastern courtyard is an easy target for any attacker who can fly. And the aqueducts can be used to sneak in whenever there's a drought. Not to mention the out-of-date weaponry of the guards and…"

"I think they get the point, Ditzy dear," the professor chuckled.

"Oh sorry… I tend to ramble when it comes to this stuff…" she chuckled bashfully. "But I'm so excited… do you know that the royal mare-at-arms automatically gains the rank of a sergeant within the Equestrian army?"

"But what about your old job as a mailmare?" Twilight wondered.

"My boss has more than enough mailponies who can take over my shifts… at least for now," Ditzy said. "I know I'm going to miss my morning rounds as Ponyville's mailmare, but… after everything that happened, security is more important to me than anything else. And not just Canterlot's security, the security of Ponyville, Cloudsdale… of all of Equestria!"

'And most importantly, the security of my precious little muffin…' Ditzy thought, thinking of her daughter.

"I certainly will be missing seeing you every morning," Fluttershy said. "But, um… I think everypony should try her best to follow her dreams, so… I wish you best of luck." The pony-dryad smiled.

"Wow, this is some cool armor," Rainbow grinned as she flew up to Ditzy, circling her to observe her from all sides. "Yep, very fancy… Our little featherbrain from Cloudsdale, a royal mare-at-arms… who would have thought. But don't you go and act all stiff and boring like the other soldiers, you hear me?"

"I'll keep it in mind," Derpy smirked. "Now if you'll excuse me, I have some errands to run… the royal armory is well-equipped, but for some reason I was unable to find a sonic screwdriver… and I'm definitely going to need some metal that works better with the enhancement enchantments I have in mind… possibly some elementium…" The pegasus continued to mutter to herself as she left the room.

Rainbow looked after her, a skeptical frown on her face. "I certainly hope she won't mess up like she did during Winter Wrap Up… took me and the gals several hours to get back all the birds she sent into the wrong direction."

"Remember, she changed, Rainbow," Twilight pointed out. "From what I've heard, she's now much more focussed on any task that's in front of her."

"Well, she's not the only one who changed, ah reckon…" Applejack mused, glancing over to where her studious friend was standing, the sword necklace dangling down from her neck. "Y'all sure that yer okay, Twi?"

"I'm fine, Applejack," Twilight sighed. "I mean, getting all this magic poured in my head was certainly a rush, but I think I can get used to it."

"I can tell she liked the rush," Rainbow smirked. "Tell me, what's it like? Is the feeling like taking a nosedive out of the clouds and following up with a double tornado corkscrew? Betcha she's gonna try it again as soon as she can."

"Stop it, Rainbow, I'm only going to use this power when I have to," Twilight blushed. She hated that Rainbow was right… the very first moment she felt the power rush, it almost went to her head. "I'm still the same pony at heart… same with Ditzy Doo, so cut her some slack."

"She always had her heart in the right place," Rarity added with a smile. "I doubt that has changed only because of some purple light."

"Okay, if you say so… but I won't be surprised if those weapons she's coming up with suddenly start shooting muffins all over the place," Rainbow grumbled.

"Oooooooh, now THAT'S an idea!" Pinkie grinned. "A MUFFIN CANNON!"

Applejack rolled her eyes. "Rainbow, stop givin' her ideas… Well, ah dunno bout you gals, but ah'm gonna head on home. Gonna get some work done after all of yesterday's crazyness. Also, need to make sure Apple Bloom and the other two crusading fillies didn't get into any trouble while we were gone… ah left them in the care of Big Macintosh and Granny Smith before we left."

"I'll go with you, Applejack," Rarity said. "My parents would be so upset if I didn't bring Sweetie Bell home safe and sound."

* * *

Derpy left the castle's main gate and followed the main street of Canterlot City, a wide avenue lined with the most expensive and fancy stores in all of Equestria. At this hour, lots of upper class ponies were strolling around, showing off the newest garments that were fashionable at the moment… and exchanging the latest bit of gossip over a cup of tea in the local cafés.

Derpy wasn't interested in either fashion, gossip or a cup of tea. She was looking for a shop that sold the newest pieces of technology… and possibly some materials she could use for her inventions. Canterlot was a town she rarely visited before. She was born in Cloudsdale and became Ponyville's mailmare shortly after moving there. The very few instances she had to deliver something to Canterlot, she decided that she didn't like it here. She felt out of place among all those rich ponies in their fancy clothes. She also didn't like the way they turned up their noses at the fact that she never wore anything besides her mailbag. She didn't even mind the snickering whenever a pony noticed her crossed eyes – that kind of reaction came from pretty much every pony, no matter if they came from Canterlot, Ponyville, Cloudsdale or anywhere else.

Now that she wore royal armor and had straight eyes, the ponies on the street respectfully made way whenever she came close to them. But Derpy soon realized that this wasn't out of respect for her own person… it was the respect for the crown and the authority of the soldiers. It made her feel a bit sad…

"Then again, it's not like any of these ponies is going to be my friend anytime soon," she sighed as she continued her search. She came past clothing and jeweler stores, barber shops, expensive cafés and restaurants… but not a single hardware or electronics store.

"Ooooooh, I hate it when that happens," she groaned. "Should I simply ask somepony for directions? Then again, it's probably pretty shameful for the newest member of the court not to know her way around the city. I'm so tempted to simply use my wings to search for the right place…"

"I say," a deep, male voice with a cultured accent spoke up behind her. "It looks to me like you are lost."

Surprised, Derpy turned around to see a tall, handsome unicorn stallion standing behind her, wearing an expensive suit and a monocle. Obviously a member of the upper class of ponies… just like almost everypony else around her.

"Oh, um… I guess so… that is, I think I'll be fine…" she muttered in an insecure voice.

"I haven't seen you around these parts before. You are new to Canterlot, are you not…" He quickly checked the badge on Derpy's armor that labeled her rank within the royal army. "Sergeant?"

"Y-yes… yes, that's true," Derp nodded with a sigh. There was no use denying it. "This is my first day in Canterlot… as well as my first day as a member of the royal army, I might add."

"How unusual to say the least," the gentlecolt muttered, adjusting his monocle. "It rarely happens that a new recruit is allowed to skip certain ranks. And you seem so young, too."

"Well, that is… that is because I'm the new mare-at-arms," Derpy explained with a blush. Even though she was proud of herself, she really didn't like to brag with her new rank and position. After all, she owed all of this to the changed, purple sunlight, didn't she?

"That explains a few things, then," the stallion nodded. "Well, if you are new, I shall be happy to help you find your destionation. Oh pardon me, where are my manners… my name is Fancy Pants."

"Oh, um… I am Derpy… I-I mean, Ditzy Doo!" she hastily corrected herself.

Fancy Pants smiled. "Charmed."

* * *

"I'm bored," Sweetie Bell sighed. "Apple Bloom, doesn't your grandma have any other toys?"

The Cutie Mark Crusaders were behind the barn on Sweet Apple Acres. Up to now, they had been playing with a couple of old rainbarrel rings Granny Smith had given to them.

"What's the matter? I think they're cool," Apple Bloom grinned as she spun one of the rings around her waist. "I always used this one whenever I felt bored. Applejack called this one the loopty-hoop!"

"Still, there's only so much you can do with barrel rings," Scootaloo said. "Sweetie Bell is right, isn't there anything else we can do? It's obvious we aren't getting our cutie marks in 'loopty hooping'."

"Oh fine," Apple Bloom sighed as she dropped the ring. "Hey, I know… see the old pumpkin patch? Big Mac harvested all of the pumpkins a couple of days ago and now the patch is empty. The ground is pretty soft… How about we make a digging game?"

"A digging game?" Sweetie Bell frowned. "Hmmm… you know, Rarity would be shocked at the very idea of such an activity that makes your coat and mane all dirty and dusty…" She grinned. "Let's do it!"

"Yeah, maybe we'll find some buried treasure," Scootaloo shouted. "We can be Cutie Mark Gold Diggers… last one in's a lazy Parasprite!"

Giggling all the way, the three fillies leapt into the pumpkin patch and started digging, using their hooves and, in Sweetie Bell's case, her horn.

It didn't take them very long before they were covered with dirt and dust from head to hoof. Each of the crusaders had dug their own little hole, out of which they were throwing earth, rocks and roots.

"Found anything yet?" Scootaloo shouted out of her hole.

"Not me!" Apple Bloom replied.

"Hey!" Sweetie Bell shouted. "There's something here. I hit something hard."

"Really? What is it, what is it?" Scootaloo asked excitedly as she came flapping out of her hole, her tiny wings blowing dirt in all directions.

"I dunno…" Sweetie Bell tapped her horn against the thing she had uncovered. "It's pretty hard… and big. I don't know if I can undig it all by myself."

"Maybe it's a treasure chest!" Apple Bloom said as she came climbing out of her hole. "Shall I ask Big Macintosh so he's gonna pull it out for us?"

Sweetie Bell didn't get to reply when all of a sudden, a pincer that was almost as big as her whole body came out of the ground and snatched her. She screamed on top of her lungs when underneath her, a monstrous creature dug itself out of the ground.

"AAAAAAAAHH! Help me! Help meeee!"

"What's going on?" Apple Bloom screamed. "What is that? What is that thing?"

The 'thing' was a horrifying creature that walked on two legs, but had dangerous-looking crab-like pincers instead of hands. Its whole body was covered with a hard, shell-like carapace. Its mouth was filled with sharp teeth. It also wore a collar that was studded with small diamonds.

"I got her!" the thing shouted in a raspy voice. "I got the little sister of our precious pony! Whiplash, Webstor, I got her!"

The crusaders screamed some more when two more creatures emerged from behind some nearby apple trees. The one of the left was a hulking, reptilian monstrosity that towered over the frightened fillies. A long, whip-like lizard tail was waving through the air behind him. The right one was the smallest of the bunch, but easily the most frightening one. His body was covered with fuzzy-blue hair and instead of a muzzle, he had mandibles like an insect. In addition to his more normal-looking arms and legs, he had four additional limbs that grew out of his back. On his back, he carried a long rope attached to a hook. All in all, he looked like a giant spider to the fillies. But what each of the three had in common was that they all wore the same diamond-studded collars… and to a certain extent, they all resembled humanoid dogs, combined with the aspects of other animals.

"Don't let her escape, Clawful," the huge lizard-creature rumbled.

"Yesss," the spider hissed. "She's far too valuable for us…"

"Lemme go!" Sweetie Bell cried from within the crab monster's grasp. "You're hurting me."

"Wh-who are you?" Apple Bloom stuttered as she and Scootaloo slowly backed off against the backside of the barn. "What do you want?"

The crab, who seemed to be their leader, grinned. "We are here for revenge, little ponies. You see, once we were ordinary Diamond Dogs. All we ever wanted was gems."

"Yesss…" the spider-dog chuckled. "Precious, precious gemssss…"

"We thought we could have whatever we wished for when we took a pony girl down into our caves to live with us. She could find our gems for us… we thought she would help us…" the lizard growled.

Clawful nodded. "Yes, but instead… she ruined our lives!" Sweetie Bell winced when the creature's grip on her little body intensified. "She started to whine and make all kinds of different noises that were just horrible to listen to… it was so horrible that we had to throw her out. And that wasn't the end of it… Not only did she refuse to work for us and torture us with those noises…"

"We used to be the leaders of our pack," Webstor snarled. "But we ended up having nothing… After our failure, the other dogs threw us out of the tunnels, so we had to find another place to stay. We became outcasts because of that infernal pony."

"And that wasn't the worst yet to come…" the leader growled. "Because of this, we were forced to sleep out in the open. And then came the day when the sunlight changed… and we changed along with it. Instead of regular Diamond Dogs, respected members of society, we became those… those monstrosities!"

"Everyone afraid of us now," the lizard shouted as he angrily stomped the ground. "Everyone run when they see us."

"You see, your big sister ruined our lives," Clawful hissed in Sweetie Bell's ear. "And now… we are going to do the same with her life…"

"What in tarnation is going on back here?" Grammy Smith said in her shaky voice when she came around the barn, accompanied by Big Macintosh. "What are you varmints doin' on mah property? Yer lucky Grandpappy Smith isn't alive anymore, or he'd pulled out his old blunderbuss on you mangy mutts!"

The former Diamond Dogs just laughed. "Shut it, granny!" Clawful cackled.

"Please help us," Apple Bloom whimpered.

Big Macintosh wasn't a stallion of many words. He wasn't really simple-minded, he just didn't have a lot to say. But what his family knew was that he had a big heart… almost as big as his body. And when he saw his little sister and her friends endangered by those three creatures, there was only one thing he could do.

He nodded with a simple "Eeyup", lowered his head and ran straight at them.

Clawful pointed his free claw at the charging stallion. "Whiplash, take care of hero boy there."

"Got it, boss!" the big brute grinned as he stepped forth. With a single twirl, his tail whipped around, towards the incoming Big Macintosh… and hit him with a force strong enough to knock him out of his path. Apple Bloom watched with wide eyes when her big brother was flung against the barn… and right through its wall, creating a hole the size of a tall pony. Big Mac let out a strained grunt when wooden beams and planks came crashing down on his head.

"But…" Apple Bloom muttered. "But… mah brother is the strongest pony in the world…"

"Ya flea-bitten son of a rattler!" cussed Granny Smith. "How dare ya do this to mah grandson? Why, if I were twenty years younger, ah'd teach you not to wrestle with the Apple family!" She angrily waved her cane around.

"Keep on yelling, granny!" Clawful chuckled. "The boy can be happy we let him live. Now listen up… when precious pony Rarity comes to look for her precious little sister, tell her we'll be waiting for her… in Froggy Bottom Bog!"

With sneers on their faces, the transformed Diamond Dogs turned around and left the farm, the furious Granny Smith and two frightened fillies behind… but taking Sweetie Bell with them.

"Noooo!" she shouted as she flailed around in the crab claw. "Lemme go! Help meeee! RARITY! HELP MEEEEEEEEEE!"


	10. A mare of many faces

„WHAT?" Applejack shouted when she heard the news. "How could you let them take her, Big Mac?"

Big Macintosh winced. He was lying in bed and his grandmother was busy wrapping bandages around his lower body. "I meant to, AJ… but what am I supposed to do when I'm hit with the force of a buffalo stampede?"

"Now would you calm down there for a moment" Granny Smith frowned. "Yer brother was very brave when he tried to save the little Sweetie."

"My dearest sister Sweetie Bell…" Rarity whispered. "In the hands of those… those mangy mutts."

"Ah'm sorry, Rarity…" Applejack sighed. "At least they didn't take y'all with them…" And she gave Apple Bloom a quick hug with her fore hooves.

"I'm sorry we couldn't do anything to help," Scootaloo muttered. "Dang… if only I was as brave and cool as Rainbow Dash…"

"What are we gonna do, Applejack?" Apple Bloom asked in a scared voice. "We've got to help Sweetie Bell… right?"

"'We' certainly won't do anything, AB," Applejack said sternly. "We've got to tell the others. We need help with this…"

"Applejack, there is no time to lose," Rarity shouted. "Who knows what those monsters are going to do with my sweet little sister at the moment… we can't waste any more time, we've got to go to Froggy Bottom Bog and save her. Right now!"

Applejack was surprised. She would have never expected her friend to act this reckless. "Dangnabbit… Rarity, d'ya know what we are up against? Sure I'll help you and all, but even together, we don't really stand a barn rat's chance against three Diamond Dogs… less than ever against Diamond Dogs that were changed by the sunlight. Also, you forgot about one tiny fact…" She pointed her hoof at the window, where the purple sun was slowly rising over the horizon. "Gettin' all the way to Froggy Bottom Bog without gettin' exposed to the sunlight? How's that gonna work?"

"I don't care!" Rarity impatiently stomped her hoof. "This is my little sister we are talking about! I'll save her, come hell or high water!"

Applejack sighed. "And they say ah'm stubborn… All right, Rarity… have it your way. But Discord be damned, ah'm not gonna let you go all by yerself… ah'm comin' with you."

"And ah'm comin' too," Apple Bloom said. "Yeah, me too," Scootaloo nodded.

"Y'all do nothing like that, y'hear me?" Applejack sternly said. "Y'all stay here where it's safe and sound." She then whistled. "Winona!"

The apple family dog barked once as she came running. Applejack opened a drawer, took some paper and a quill and wrote some words. She then tied the letter to Winona's bandana.

"Now be a good girl and bring that letter to Twilight… ya hear me, Winona?"

Winona barked and ran outside. As she was a dog and not a pony, the changed sunlight didn't affect her at all.

* * *

"Don't fall behind now, Applejack! Hurry up!" Rarity shouted.

Applejack winced. The coat she was wearing to protect herself from the sunlight was heavy, the mud in Froggy Bottom Bog was slowing her down and Rarity kept accidentally smacking branches in her face as she went ahead. The fashionista didn't seem to be bothered at all that she was getting dirty, that the thorns were ruining her self-made cape or that her mane was coated with mud and leaves.

"Rarity… slow down, will ya? Y'all keep this up and yer getting' yer cape all ripped."

"My dearest Applejack," Rarity said as she turned to look at her friend. "I agree that under normal circumstances, I would be horrified if somepony told me I'd do something like this to my coiffure or my ensemble. But this is an unusual occasion, see? My sister was kidnapped and I COULDN'T CARE LESS ABOU SOME SILLY CLOTHES OR HAIRSTYLE WHEN SWEETIE BELL IS IN DANGER!" she screamed.

Applejack blinked, clearly taken back by Rarity's sudden outburst. "Yeah… I get that, sugarcube… I reckon I'd do the same for Apple Bloom… but y'know… the sun is gonna do sum' freaky stuff to us if we ain't gonna be protected by the coats no more."

"I'd do anything to save Sweetie Bell," Rarity proclaimed. "Even if it means getting changed by the cursed sunlight…"

Applejack didn't know what to answer to that, so she simply followed her friend through the muck.

It wasn't too long until they finally reached their destination… a small hill in the middle of the bog. The three transformed Diamond Dogs were standing on its very top… and Sweetie Bell was in a cage standing next to them. Rarity was very relieved to see that the cage had a solid top side that wouldn't let any sunlight through.

"There she issss…" Webstor hissed. "Our precioussss pony…"

"Time for revenge!" Whiplash snarled.

Clawful grinned at the two ponies. "I didn't think you had the guts to come. Now no whining or other dreadful noises will help you, pony… you do whatever we tell you, or I'm gonna clip off that fluffy tail of your sister and use it as a feather duster." Menacingly, he clicked his pincers.

Sweetie Bell shivered. "R-rarity…" she sniffled. "Help me…"

Rarity gritted her teeth. "You can do to me what you want… but if you lay one claw on Sweetie Bell, I'LL RIP YOU TO PIECES! You hear me?"

The Diamond Dogs just laughed. "Little pony so silly," Whiplash grunted. "Sunlight made us so strong, so powerful… what you gonna do against us?"

"I hate to admit it, but he's right," Applejack muttered. "Together with the others, we MAY have a chance against those three… but on our own? We just might be over our head here, Rarity." She took a good look at the Diamond Dogs. She didn't like what she saw. Her hooves were strong from years of applebucking, but they were no match against a creature powerful enough to knock her big brother into the barn.

"I know that," Rarity mumbled. "But can we do? I guess I have no choice…"

She stepped forth. "Do with me as you wish… but let Sweetie Bell go. She never was part of this."

"Oh, no no no," Clawful chuckled. "That's not how it is going to work. You will come to us… and then we will let her go."

"Don't do it, Rarity," Applejack whispered. "They're gonna trick ya."

Rarity hesitated. Clawful narrowed his eyes. "Do it now… or we will push your sister into the sunlight."

The ponies all gasped. "You wouldn't!" Rarity shouted.

"Try me…" the transformed diamond dog sneered. He started tilting the cage so that more and more of the cursed sunlight was coming in. Sweetie Bell squeaked in fear as she crawled back into the one corner of the cage that wasn't illuminated yet.

* * *

"NO!" Celestia shouted as the corona of her sun flared against the dark aura of the comet. "I won't let you disfigure innocent foals with your curse!"

"What can you do against it, dear Celestia?" Horde Prime laughed. "You can't even fight me off… the comet is in front of your beloved sun. I can curse whoever I want, however I want.

"Not if I have anything to say about it!" the princess said, determination in her voice. Her eyes shone as bright as if they were miniature suns themselves, solar flares were dancing along her fully spread wings and her horn shot out a bright beam that pierced the dark magic of the comet.

"No!" Horde Prime shouted. "This isn't possible… you can't break through my magic… I am too powerful!"

"YOU WILL NEVER LAY A CLAW ON LITTLE COLTS OR FILLIES!" Celestia screamed, filled with royal fury.

Horde Prime grunted as he doubled his endeavours. The comet's aura darkened as shadows crept towards the spot where Celestia's beam impacted. For a while, light and darkness struggled for control. From Equestria, it looked as if the dark purple light coming from the sun was brightening in irregular intervals…

* * *

"Rarity is in danger?" Spike gasped as he finished reading the letter Winona brought to the library. "Those diamond dogs are after her again… quick, Twilight! We have to save her!"

"First of all, it's Sweetie Bell that needs saving," Twilight interjected. "I don't think Rarity would try anything stupid… besides, she has Applejack with her. Secondly, I really think you should stay behind."

"But obviously they're gonna lure Rarity into a trap!" Spike said with worry. "I have to come along and save her. Please, Twilight… I came along the first time we tried to save her from those mutts. You GOTTA take me with you!"

"Spike…" Twilight sighed. "I hate to tell you this, but AJ wrote that the sunlight made them even more dangerous. And you are… well… a baby dragon."

"And you have your magic and that powerful sword and all…" the dragon boy groaned. "I got it… but… that's not fair… I want to help her and here I am, feeling so… helpless."

"Now don't you worry, Spike," Twilight said. "I'll take care of things and bring Rarity and the others back, safe and sound. I promise." She nuzzled his cheek.

He sighed. "Can I at least watch you transform?"

Twilight smiled. "Of course you can." She stepped back and focussed her power on her necklace. With a flash, it transformed back into the Sword of Magic. She raised it up into the air and shouted: "By the power of Canterlot!"

As before, she felt the magic surging through her body. Her body and magical capabilities grew and her armor appeared. "I have the power!"

"Whoa…" Spike looked at her with awe. "That's really cool, Twilight…" He looked down with pity. "Makes me wish even more I could come along…"

"Now Spike, you know what I told you," she said as she lowered the sword. "You are too small…"

She was startled when a colorful beam of magic shout out of the blade's tip, hitting the center of Spike's chest and engulfing him in a bright aura of light.

"SPIKE?" she shouted with alarm.

"What's… happening… to me?" the dragon grunted as he felt changed going through his body. His limbs, tail included, began to stretch out. His skull turned sleek and slender and a pair of powerful wings grew from his back. His whole body expanded and knocked over piles of books and wooden figurines, until he filled out the whole room. He let out a mighty roar as the light faded away. Twilight stared with disbelief at a powerful but still sleek, winged dragon, almost half as big as the red dragon she and her friends had confronted on the mountain top some time ago.

"T… Twilight," Spike said. He was startled when he heard his own voice. It sounded deeper and more mature, like that of a teenager. "What happened?" He tried turning his head around to get a better look at his new body and nearly knocked over a bookcase.

"Be careful," she said. "The whole ponyclopedia is in there."

"I'm sorry… this is just so crazy," he mumbled. "I'm so big…"

Twilight looked at the closed windows, then at her sword. "It couldn't have been the sunlight that transformed you… it must have been a magical surge coming from the Sword of Magic."

Spike couldn't help but grin. "I guess that means I'll be coming along after all, huh?" Then he realized something. "Um, Twilight? How am I gonna get outside?"

* * *

"So what will it be?" Clawful asked as he tilted the cage a bit further. "Hurry up, we haven't got all day."

"Fine! Okay, I'll do it," Rarity said.

"Rarity… don't…" Applejack started.

"I'd rather be some disfigured monster than risking any harm for my little sister," the unicorn shouted. "You above all others should understand me best, Applejack… you would do the same for Apple Bloom."

Applejack had to admit that her friend was right. She would be willing to sacrifice a lot if it meant to save her sister… maybe even her own life.

"Drop coat!" Whiplash demanded. His powerful tail was waving through the air excitedly. "Step into sunlight! Get over here!"

"I will do… as you say," Rarity said. She took a deep breath… and took off her cape.

She winced when the cursed sunlight hit her. It felt like thousands of sharp needles all over her body. Still, she chose to ignore the pain and started walking towards her sister's cage.

Webstor hopped up and down with glee. "Ssssee? Ssssee? It'sss working!"

Rarity heard the excited cheers of the Diamond Dogs and Applejack's alarmed gasp, but she didn't care. No matter what happened to her, all she had to do was bring Sweetie Bell to safety.

"Rarity!" Sweetie Bell's voice was filled with horror as she watched her big sister.

"No… worries…" Rarity said as she came closer, step after step. "Big sister is here… everything is going to be all right."

Then a terrible pain shot through her head, and the stinging of the needles intensified. Her hind legs buckled under the pain. She risked a look back over her shoulder… and gasped when she saw that a thick, metallic layer was coating her white body.

But then she realized that she was wrong. She wasn't covered by the metal… her body was transforming INTO metal. A cold numbness spread through her flank and hind legs. Instead of a pony's limbs, grown naturally, she saw what looked like mechanical appendages, as if somepony had constructed her body in a factory. Even the hairs of her beautiful tail turned into strands of lifeless metal.

"Accursed sunlight…" Applejack swore. "It's turning her into a machine."

The further Rarity moved, the more difficult it became to keep coherent thoughts. As her blood was replaced with circuitry, her thoughts of a loving sister became those of a calculating machine. It didn't matter than this filly was her sister. It didn't matter that the earth pony behind her was her friend… all that mattered was the mission.

By the time Rarity reached the cage, her mouth was replaced by a loudspeaker, and instead of eyes, she had red-glowing optical sensors. The horn on her head resembled a power drill more than anything else.

"Target reached!" the robotic creature said in an emotionless, synthetic voice. "Commencing rescue mission. Top priority: Bring sister unit to safety."

"Rarity… Sweetie Bell whispered. Was that still her sister? Gone were her natural beauty and her melodic voice. She could hear no affection in her words. She was almost scared of the metallic construct standing in front of her.

The being that was Rarity moved its head to look at the Diamond Dogs. The movement was accompanied by a mechanical whirring sound. "Conditions were met. Demanding release of sister unit."

Whiplash grinned as he cracked his knuckles. Webstor giggled maniacally and Clawful snapped his pincers. "Oh no, you tin can pony… we've been waiting for this moment for too long… GET HER!"

And as one, the three creatures pounced on her.

Rarity and Applejack both gasped when they realized that the Diamond Dogs had never intended to let Rarity leave with her sister. They had planned to lure her into the sunlight, rob her of what made her a pony and then attack her with everything they got. And as things were at the moment, it looked very much like they were going to turn her into scrap metal.

"Hostile actions detected!" the Rarity-robot said in its flat voice. "Switching to attack mode!"

The red eyelights flashed as the whole construct jumped into action. Metal hooves collided with the small form of Webstor, sending the arachnid dog flying. Clawful opened a pincer and aimed for the head, but the robot activated its drill and drove it into the hard carapace of the crab creature… which promptly broke in a shower of splinters. Clawful howled as he stumbled back, grabbing his injured claw.

But then the colossal form of Whiplash towered over the robot. "Now metal pony pay!" he roared as he raised his fists, intent on smashing the smaller opponent.

The red optics in her face flashed once again and a pair of searing hot beams came shooting out, hitting the reptile's front side. Whiplash yelped with pain. Another blast of laser beams threw him backwards.

"Stupid sun…" Clawful grunted. "Changing the pony into something that can fight back…"

"Maybe we sssshould leave, bosssss?" Webstor hissed with worry.

"NO!" Clawful shouted. "I'll have my revenge!" He ran at the metal pony and tackled her side with all the power he could muster. It hurt like hell, but at least it made the robot stumble.

"Warning!" the Rarity robot said. "Side attack caused loss of stability. Prepare counterattack…"

"Whiplash! Smash that thing to pieces!" Clawful shouted. The lizard-dog grunted as he shook off the pain from being shot with lasers. He leapt forth and attacked Rarity with both of his fists at the same time. The robot pony's head spun around wildly. "Error! Error! Target lost!"

„We're getting her, boys!" Clawful shouted with glee.

"You big meanies!" Sweetie Bell cried. „Leave my sister alone!"

"What, that metal tin can?" Webstor grinned. "That'sss no longer your sisssster… that'sss a ssssoullesss machine."

"No, no, no!" Sweetie cried as she pushed against the cage with all her might. "She's my sister… Rarity! Rarity!" The cage tilted under her continued pushing.

"What in the hay are you doin', Sweetie?" Applejack shouted as she came running. "Y'all can't get out of there. The sun…"

Sweetie Bell did not listen. "Rarity!" she shouted again and gave the cage a final push… and it fell over. The sun shone down on her head…

At that moment, the violet sun started flashing violently. Nopony could know it, but at that exact moment, Celestia wrestled with Horde Prime over the control of the transformative sunlight.

Sweetie Bell blinked. She felt the warm sunlight on her head, but that was all. She looked at her body, her hooves, her tail.

"Nothing changed," she said. "Is my horn still there?"

"Ah don't believe it…" Applejack muttered. "Yer still the same lil filly as before. Does that mean the sunlight is now harmless?"

She didn't want to take any chances. From under her thick coat, she reached out to pull Sweetie back under the shadowed cover. The moment the sunrays struck her hooves she realized that the sun was still dangerous… but for some reason, only for older ponies.

AJ ignored the throbbing in her hooves as she pulled Sweetie Bell under her coat.

"Thanks Applejack," Sweetie Bell said. She then gasped. "Your hooves!"

Applejack suppressed a curse when she saw that her hooves, too, were transforming into metal. But fortunately, the change didn't spread. As the rest of her body stayed under the coat, only her hooves were affected.

"Rarity… we have to help Rarity," Sweetie Bell pleaded.

Applejack looked over to where the Diamond Dogs were pounding on the lying form of the robot that had been the Wielder of Generosity. "Ah dunno, kiddo… ah dunno if we can help her at all…"

Applejack had always felt proud of her strength. She knew that she was a skilled herder, lasso swinger and apple bucker. She had wrestled with tough critters before and won countless rodeo trophies. But now that she was faced with three monstrous Diamond Dogs at once, plus a dangerous robot that might not even recognize her as a friend… she didn't feel so sure of herself any longer.

Besides… was there even anything of Rarity left? What if the transformation into a lifeless automaton had robbed her of everything that made her… Rarity? If nothing of her old personality remained, wasn't it almost like she was… dead?

Suddenly, a loud roar echoed over the swamp when a huge purple dragon came flying towards the scene. It wasn't as big as a fully matured dragon, but still bigger than any of the transformed Diamond Dogs.

And on its back was… Twilight Sparkle, in her transformed state, with the Sword of Magic raised high above her head. "In the name of Celestia, get away from there!" she shouted in a commanding voice, a voice that didn't sound at all like the young bookish unicorn.

Twilight leapt off the dragon's back and swung her sword at Clawful, who barely managed to dodge. At the same time, the dragon simply grabbed Whiplash and threw him against a tree.

"You leave Rarity alone, you monstrous mutts!" he roared.

Applejack blinked in surprise. "S-spike?" she muttered.

"Bossssss…" Webstor screeched. "We can't fight a dragon."

"Cowards!" Clawful barked. "Are you men or are you mice?"

"Uuuuh… neither," Whiplash said.

Spike then exhaled a large plume of green dragonfire. Whiplash yelped as his tail was singed. "I'm out of here!" he shouted as he ran for his life.

"Me too!" Webstor agreed as he ran after him.

"Spineless wimps!" Clawful shouted. He gulped as he found himself confronted with a sword-wielding, armored unicorn and an angry dragon. He quickly turned around and ran after his subordinates. "W-wait for meeeeee!"

"Twilight!" Applejack let out a sigh of relief. "Thank Celestia yer here… if it wasn't for y'all, who knows what would have happened."

"Yeah, you saved Rarity!" Sweetie Bell cheered from underneath the cowgirl pony's coat.

"It still might have been too late," Twilight said with worry. "Look!"

They all looked over to where Rarity was lying… and gasped. The robot's metal hull had cracks on certain spots of its surface, wires were hanging out of one leg and sparks of electricity were dancing over the motionless head.

"E… error! Er… ror!" the synthetic voice spoke. "Unit damaged… zzzzz… need… repairzzzz…"

"Rarity…" Spike whispered. "What happened to you?"

"Spike, quick! We need to get her to Canterlot!" Twilight shouted.

"P-please tell me they can turn my sister back to normal," Sweetie Bell sobbed. "Please!"

"I… I don't know," Twilight sadly said. "But as much as we don't like it, she's a machine now. And she's definitely going to need someone who repairs her."

"But… but who in Equestria knows the first thing about robots?" Applejack asked.

"I know one who just might," Twilight said. "Derpy Hooves…"

* * *

"Wow… I never expected you to be the royal chancellor when we met on the street," Derpy said as she and Fancy Pants reached the castle's servant entrance, a small door at the backside. The gentleman stallion had shown the young mare all the various stores she had been looking for. After the shopping was done, they had made their way back to the castle.

"Some ponies might be surprised by this," Fancy Pants said with a chuckle. "All the nobleponies from Canterlot tend to forget that my main duty is not to visit all sorts of different parties or other events, but instead to assist the princess with difficult decisions at the royal court. But, feel free to establish your own opinion about me."

"Well, I just met you today, but… I think you are a pretty nice and helpful stallion," Derpy said with a blush.

"Ah, you are flattering me, Miss Doo," Fancy Pants said. Noticing that Derpy had all her hooves, wings and saddlebags full, he opened the door for her. "Ladies first," he said with a charming smile.

Before the mare-at-arms could enter, however, she heard somepony shout her name: "DERPY! I mean… DITZY! We have a problem!"

Both she and the chancellor turned around and saw Twilight Sparkle and Spike running towards them. Behind them, Applejack pulled a wooden cart with the immobile robot mare Rarity had turned into in it. After quickly dropping Sweetie Bell off at home, the country pony had fetched this cart from Sweet Apple Acres and brought it back to her friends… there was no way they would have been able to carry Rarity's new form all the way to the castle without it. Naturally, Spike had offered to carry her in his new, bigger form… but as it turned out, the transformation was temporary. The magic the sword had poured into him had run out right when he tried lifting Rarity up from the ground, turning him back in his regular, smaller form. Fortunately, the magic also seemed to have given him immunity against the purple sunlight.

"Twilight," Derpy said in surprise. "What's the matter?"

Twilight, Spike and Applejack came to a stop and Spike pointed into the cart. "See? See what happened to her? You've got to help her, quickly!"

Derpy peered into the cart as well. Her eyes went wide when she saw the Rarity robot. "By all the muffins!" she exclaimed. "That is an amazing piece of technology… where did you find it?"

"Don't say that about her!" Spike shouted angrily as he shook her around, nearly making her drop one of her shopping bags.

"Spike, calm down," Twilight said. "Ditzy, that's Rarity. The sunlight got to her and turned her into… this!"

"Goodness!" Fancy Pants gasped. "You are saying that this is… an actual pony?"

"A machine transformation?" Derpy wondered. "A transfiguration from a living being to a machine? I didn't thin this would be possible…"

"Y'all better believe it," Applejack snorted. "She wasn't the only one affected by it." And she showed them her own metal hooves.

"Inconceivable…" Fancy Pants muttered as he adjusted his monocle and looked at the hooves of the young farmer.

"Never mind that now," Spike shouted. "Don't you see Rarity's in a bad shape? Robot or not, she'll die if you don't fix her."

Twilight looked at her dragon friend with worry. She didn't have the heart to point out to him that after such an extreme change… Rarity might be gone already.

Another surge of crackling electricity danced across Rarity's head. Derpy looked back at her with a sudden sternness. "I think I can fix her," she said. "Come on, help me get her into the workshop the princess has put up for me. Good thing I just got all the tools I need from the shops…"

Shortly after this, Rarity was lying on a big working bench inside Derpy's new workshop. Fancy Pants promised that he would get a soldier to guard the door, so she wouldn't be disturbed while she was working.

"Thanks for carrying her all this way, Applejack," Derpy said.

"No… problem… at all," AJ gasped. Carrying the heavy robot all the way from the back entrance to the workshop hadn't been an easy feat. "It's times like this I wish I was as strong as Big Macintosh…" she muttered. "Ah better leave so y'all can work in peace…"

"Actually, I'd like to also inspect your hooves, if you don't mind," Derpy told her.

"I think I should stay as well," Twilight said. "I've read a lot of books about transformative magic in the royal library… maybe I can help you if you have any questions."

"Then… then I'm gonna stay, too," Spike said. Twilight wanted to protest, but she realized that Spike was worried sick about the unicorn he loved. And she figured there would be no force in Equestria that could make him leave her side at a moment like this.

Derpy took several tools and put them on the workbench. She put on her safety goggles and a look of determination. The genius in her was coming to the surface, the engineer, mechanic and inventor. "Too dark, need some light," she muttered as she walked over to the only window in the room and raised the roller blind. Bright purple sunlight was shining into the room… but at the moment, nopony cared since they all were already changed, or protected by either the Element of Magic or, in Derpy's case, by her own protective shield generator. "All right… let's get to work. First of all… Applejack, please put your hooves on the table."

"Um… like this?" AJ asked.

Derpy nodded as she took a good look at the changed hooves. "Hmmmm… looks like an adamantium alloy… a very tough an resilient metal. Also very rare." She glanced over to Rarity. "Seems like most of her body is also made of this. But there doesn't seem to be anything mechanical inside your hooves."

"So… ah'm not some freaky cyborg pony then?" Applejack asked.

"Not quite… the new hooves are like some sort of metal prosthesis, only that you can't take them off. I'm sorry, I guess you will have to live with them."

AJ sighed. "Ah guess it could be worse… alright, what about Rarity?"

"Please tell me there's a way to fix her," Spike pleaded.

"Well, I never worked on a robot before… but all the theoretical aspects are in my head. The problem here is that because of that damage, there has been a build-up of energy at her main processor. Just let me try something…" The pegasus genius took a pair of claw-like tools and attached them to her wings. Using the claws, she rearranged certain parts of Rarity's inner circuitry. The others watched her work with awe.

Just then, the optics began to flicker. "Initiating… energy discharge. Main processor working properly again. Threat level reduced."

"What's she sayin'?" Applejack wondered. "Is she speakin' in fancy?"

"She just said that the main threat has been removed," Derpy said. "Now, let's try this… Robot pony unit, state your designation and your primary function."

"Processing orders…" the robot said in its emotionless voice. "Input name Rari-bot. Primary functions: Production of clothing, element bearer of 'Generosity' and sister unit to pony unit 'Sweetie Bell'."

"Oh Rarity…" Twilight sighed. "What did that light turn you into?"

Spike fought back a couple of tears. "This sounds so wrong… it's nothing like her. Rarity was sweet and kind and caring and beautiful…"

"I'm sorry, Spike… I don't know if there is any way to turn her back to normal," Twilight said, comfortingly putting a hoof around his shoulder.

"Maybe not, but perhaps there is a way to bring back her normal personality," Derpy said. "In case I figure out how to deal with her programming…"

"I don't want her to be reprogrammed," Spike shouted. Now the tears were flowing freely. "I don't want her to be a robot either… I want my Rarity back! I want her back!"

Crying, her hugged the Rari-bot around her stiff, metal neck. There was no indication that the robot even noticed what he was doing, but that made him cry even more as he clutched himself tightly to his transformed love.

* * *

The fight over the control of the meteor's powers was far from over. Celestia had pushed Horde Prime's influence back a bit, just enough to shield all the young colts and fillies from the transformation rays. But she could feel him fight back against her, and even here, close to the source of all her powers, she couldn't keep this up forever.

"How is it to be helpless?" Horde Prime sneered. "I turned one of your most loyal subjects into a cold, calculating machine. A lifeless automaton with no concept for love or friendship… how does that feel, Celestia?"

The sun goddess winced. "If you think you have won…"

"Not yet, but it is just a matter of time. And without your assistance and Luna stuck as a helpless bird whenever she leaves that castle, there is no other alicorn that can help your subjects."

"Don't be so sure of that," Celestia said. "There are others…"

"Others? Oh, you are talking about Cadance, aren't you?" he chuckled. "She's just a child. A child with just enough power to classify as a unicorn with wings. Do you honestly think she can be a threat? Or the Elements of Harmony? Hah! I doubt the bearer of Generosity can even make use of her element, now that she's a machine. You should just give up, Celestia. It's going to be much easier that way."

"Over… my… dead… body!" Celestia shouted. She gathered all her will to reinforce her own powers and pushed the darkness of Horde Prime back. He could feel that she was somehow changing something about his curse.

"What… what are you doing?" he shouted. "You can't take the curse away… once it's there, it stays! You can't remove it!"

"No… but I can give her the ability to shift between forms… between this, her original form and a second shape, a much more befitting one, in addition to the first. A shape befitting of her beauty noble soul, and of the bond she shares with Spike." The princess closed her eyes and focussed all of her powers of Rarity…

* * *

No pony in the workshop noticed when a streak of golden light streamed along the purple sunbeams that shone through the window… it cascaded downwards to the stiff, metal form of Rarity… and for a short amount of time, bathed her in a glorious corona of golden sunlight."

"Wh-what?" Applejack gasped. "Everypony, did you see that?"

"Princess Celestia…" Twilight whispered, looking out of the window, up to the sun.

Spike looked into Rari-bot's lifeless eyes. "Rarity?" he whispered.

At first, nothing happened. But then, she changed once again. Dark and cold metal turned into brilliant white scales. Her adamantium hooves were replaced by curved talons and her mechanical neck elongated into a much longer and more elegant-looking neck. The metallic strands of her tail fell out and gave way to a sleek, reptilian tail. A ridge of dark purple spines ran from the tip of it all the way up to her head. And her eyes ceased to be red-glowing optical sensors and became the slitted, green pupils of a dragon.

Then the transformation was over. Rarity was no longer a robot, but she wasn't a pony either. She was a pony-sized dragoness.

She blinked a couple of times and shook her head. "Oh dear…" she muttered. "That was one horrible nightmare I had…" She then noticed the looks of shock her friends were giving her. Especially Spike looked like his jaw was ready to drop to the floor. "What? Do I have something in my mane?" she asked.

* * *

Meanwhile, the three Diamond Dogs had found their way back into their lair, where they were licking their wounds.

"Your plan didn't work, bosssss," Webstor hissed. "They chassssed usss off."

"That's those damn ponies' fault," Clawful screeched. "How was I supposed to know they have a dragon on their side? Dang it, dang it, dang it! And we were soooo close to having our revenge…" He winced when a sudden burst of pain shot through his limbs. "Ow, ow, that hurts!"

"Next time we smash little tin can pony," Whiplash grunted.

"Yes… yes, we will have our revenge soon enough," Clawful grunted. "But for now, let's just rest a while…"

They walked into the entrance, followed the front tunnel into the main cave of their hideout… and stopped dead in their tracks when they saw that someone was already waiting for them in there.

"See, master? I told you there would be a lair befitting an evil genius as yourself," a pale yellow unicorn mare said to a ghastly-looking stallion with a skull-like face. Others present were a mare with scales and a giant gryphon.

"Yes… yes, this will do," the skeletal stallion nodded. "The new hideout from where I shall conduct all of my plans against the ponies that are foolish enough to resist me. A couple of refurbishments might be in order, though…"

"Hey, who are you?" Clawful shouted. "What are you doing here?"

He turned his skull face towards the Diamond Dogs, showing them his everlasting grin. "I am Skeletor… your new lord and master!"


	11. Extend a hoof in friendship

Rarity looked at herself in the mirror and sighed. "Oh well… I suppose this will be the end of beautiful coiffures and enjoyable afternoons at the mane stylist." She carefully patted her purple spines with a paw, then looked at the claws. "But I will definitely need to go to the spa for a hooficure later tonight…"

"Technically, it's 'manicure' now that you don't have any hooves," Derpy helpfully pointed out.

"Never mind that now!" Spike shouted. For the sixth time this day, he glomped onto Rarity's neck. "I'm just glad you are okay, Rarity… and did I tell you that you are soooooo beautiful now?" His eyes turned into little hearts as he gazed at her.

"Easy there, Casanova…" Twilight rolled her eyes.

But Rarity smiled down at the younger dragon. "You really think so, Spike? You think I look good? Wonderful? Fabulous?"

"Rarity, you are the most lovely dragon lady I've ever laid eyes on!" Spike said dreamily. "You are a dream in scales come true!"

"Awww… little Spikey-Wikey is such a charming little flatterer," Rarity chuckled as she ruffled his headspines.

"Come on, y'all," Applejack said. "Let's give our little lovebirds some time for themselves."

Derpy and Twilight nodded, and they left the workshop to give their two enamored friends some personal space.

Fancy Pants was waiting for them outside, together with one of the royal guards. "I suppose the lady Rarity is faring better now, yes?" he asked.

"Absolutely," Derpy smiled.

"I am relieved to hear that," the chancellor nodded. "This young gentlecolt agreed to watch the door the entire time, but I admit I was a bit nervous myself, so I still stayed around to give him some company."

And that was the first time Twilight actually took a close look at the guard standing next to Fancy Pants. "Big brother?" she blurted out.

"What?" Applejack gaped. "He's your brother?"

"You have a brother?" Derpy asked in surprise.

"Well well, the world is certainly small, isn't it?" Fancy Pants said.

The blue-maned unicorn stallion gave his sister a smile. "Twiley! Long time no see, huh? I suppose it was just a matter of time before we ran into each other, with you working in the royal laboratories now. Oh, and congrats on getting that job."

"Shining Armor!" Twilight said happily, nuzzling him. "I haven't seen you since I left for Ponyville… how have you been?"

"Never better!" he grinned. With a hoof, he pointed at the badge on his armor. "Captain Stonehoof promoted me to lieutenant last week. Pretty sweet, huh?"

"Well, congratulations," Twilight smiled. "Mom and Dad will be so proud of you. They always were very proud that you joined the royal guard."

"Not as proud as they were when you became Princess Celestia's personal student," Shining Armor winked.

Twilight's smile disappeared as quickly as it had come, so fast that Shining Armor regretted his words. "I'm sorry," he quietly said. "You were pretty close to her, huh? Must be hard for you, sis…"

"I… I'll be fine." Twilight took a deep breath and fought back a tear. In front of her brother and the royal chancellor, she wanted to stay strong. "I do miss her… and her guidance. But she will be back soon enough. We're working on a solution. There must be a way to bring her back without endangering Equestria. There has to be!"

Shining Armor smiled. "If there's anypony who can find a solution, it's you, Twiley." He gave her a small hug.

Twilight felt her smile return, along with her confidence. "Thank you, BBBFF."

Applejack raised an eyebrow. "BBBFF?"

Twilight looked at her with a smirk. "Big brother best friend forever."

* * *

A couple of days later…

While Twilight helped the Canterlot scientists with their feverish research for a permanent solution to the comet problem, everyone anticipated the next move of the traitor Blueblood, now known throughout the country as the evil Skeletor. They couldn't know that he was taking his time with building up his own, personal fortress, as well as enough troops to form his own, personal army of evil warriors.

During all of this, Octavia, famed earth pony cellist from Canterlot, was dealing with her own personal problems.

Her life, along with everypony else's, had changed when the sunlight turned purple. However, this did not have a really big effect on her daily schedule. She slept through the day and was awake during the night, and the concerts and events she was playing on were usually held at a different point of time as before, but that wasn't much of a bother for the elegant young mare. As a pretty normal Canterlot citizen who did nothing but play music, all she really could do was to leave the solution of the problem to the more important ponies, the politicians, scientists and members of the army. So her life remained the same… she practiced playing her cello, went shopping and was a visitor on several events hosted by rich ponies, usually nobles that invited her after having witnessed one of her concerts.

Truth to be told, Octavia was content with her life. She didn't really want it to change. She was successful, she was respected and she wasn't too bothered by the press. She barely had any contact to her family, but in her opinion, that wasn't such a big loss. It wouldn't serve her reputation well if Canterlot's ponies learned that her sister was a filly-fooling unicorn from Ponyville… or worse, about her eccentric aunt and uncle and their three daughters from the countryside…

Lately, there had been rumors that a monstrous, amphibian pony resembling her sister had been seen helping the former prince-turned-terrorist, Blueblood – or Skeletor, as was his now better-known name. But Octavia honestly didn't pay a lot attention to such rumors.

Still, she was faced with several problems in her life. One of those problems was that her cello bow had snapped during her last practice session. Which wasn't a very big problem on its own, really. However, this small problem lead to a far bigger one… to replace her old bow, she had to visit the only music shop in her neighborhood.

Octavia dreaded every single visit in that shop, ever since she first set hoof in it.

A small bell jingled when the cellist entered the shop, alarming the pony behind the counter of a new customer coming in.

"TAVI!" the white unicorn with the striped mane cheered loudly when she saw Octavia. With a grin, she raised her eye-catching purple glasses, revealing a pair of red eyes. "My main mare! Whazzup, girl?"

She had to shout, or else her voice would have been drowned completely by the loud 'WUB WUB WUB' sounds coming out of the loudspeakers surrounding her.

Octavia winced. Every time she got here, she got a headache. Partly because the unicorn annoyed her, and partly because of the loud music – if that loud, thumping noise could be classified as music.

"Good evening… Vinyl Scratch," she muttered.

"Awww, not so formal, buddy!" Vinyl grinned as she came around the corner and gave Octavia a big, if unwanted hug. "We've been pals since, what, forever? Loosen up a bit! Show me a smile!"

Octavia grinned weakly. "Listen… you didn't really know me before I moved here, several years ago. And all I did in those years was to come to your shop as a customer."

"But you ARE a regular customer, aren't ya?" the DJ pony grinned. "Admit it, Tavi, you LOVE paying me a visit."

Octavia muttered something about preferring to give a manticore a manicure, but fortunately, Vinyl didn't hear that.

"Well then, what can I do for my favorite posh party-prancing pony pal?" the unicorn asked her.

Octavia gave a ladylike cough. "Well, my bowstring snapped during one of my last performances…"

"Your bowstring or your G-string?" Vinyl sneered.

While the DJ couldn't stop snickering, the cellist turned as red as an apple. "V-VINYL!" she gasped. "This… this isn't anything that should be addressed in public," she snapped.

"Hahahahaha! Aw, c'mon, Tavi! It was a joke. Lighten up, gal."

"Well, I didn't think it was very funny…" the elegant earth pony grumbled. She was fuming with anger. "Now do you have a bowstring in stock or not?"

"Chill out, lemme check the storeroom," Vinyl chuckled. "G-string… teeheehee… too funny…"

Octavia followed her to the storeroom in the back of the shop, where dozens of various boxes full of instruments, music accessories and equipment were lying around, in the shelves as well as on the ground. Octavia wondered how the shopkeeper was able to find anything in this chaos.

"Let's see, bowstring… I think I put them in here… hmmm… guess not… maybe in here?"

Vinyl Scratch turned from one shelf to the other, spinning her body around, faster than the pony eye could see. Octavia rubbed her eyes… spinning one's body as far as Vinyl did would normally be impossible for a pony, right?

"How did… how did you do that?" she gasped.

"Huh? What?" Vinyl asked, spinning her upper body back in place. "Oh, that?" She grinned. "Nothing big, really. I don't even always notice when I do it. I got used to it."

"But it's virtually impossible to spin your body around like that without breaking your spine," Octavia shouted. "Impossible!"

"Not impossible," Vinyl said. "Just a small talent I picked up from the purple sunlight."

"Wait a minute… you actually went OUTSIDE after the sunlight changed?"

"Well, obviously. I mean, you know that I like to stay in the shop even after closing for the night… practicing for my next DJ gig, ya know?" She lowered her glasses again and moved her hoof through thin air and imitated spinning an invisible record. "Oh yeah! Uh-huh! Oh yeah!"

"Stop fooling around and spit it out already!" Octavia shouted.

"Oh, sure. Where was I? Oh yeah! So I stayed in the shop, and when I wanted to go home, the sun was already up. I mean, what could I do? I was as tired as a horse and needed some sleep. So I went home and right into bed. And next morning, well, I guess that's when I realized that I had these nifty powers." She extended a hoof and spun it around by 360°. "Spin, spin! Spin like a record! Cool, huh?"

"I can't believe you!" Octavia groaned. "I mean, I already knew you tend to act without thinking, but THIS? I mean, who's crazy enough to risk her own life like that?"

"Chill out, Tavi," Vinyl said. "I wasn't thinking at the moment, y'know? I was so tired, all I cared about was getting home. And hey, nothing terrible happened, right?"

"But something terrible COULD have happened!" Octavia shouted. "Vinyl Scratch, in my whole life I never met a pony as rash and imprudent as you. What if the sunlight transformed you in some horrifying way? What if it was hurtful?"

The DJ's eyes lit up. "So you DO care! Awww, c'mere, Tavi…" And she gave the surprised cellist another hug.

"Ack! Vinyl… let go! Forget I said that. Just give me my bowstring and be done with it. I fear that staying here makes me say even more I will regret. And please do hurry up. I don't really have all day."

"Why? You have a lot of plans for today?" Vinyl asked while she continued her search for the correct box.

"If you must know, I was invited by Miss Sapphire Shores to play at her next charity party."

"THE Sapphire Shores?" Vinyl Scratch gasped and nearly dropped the box she was holding. "The pony of pop?"

"The very same," Octavia nodded with a hint of smugness in her voice. "We agreed to meet today in her mansion at the edge of town, with famous photographer, Photo Finish, to take some snapshots of me. For the invitations."

"Whoa! You've got NO idea how jelly I'm right now, Tavi. I've always wanted to play my music on one of her parties. Please Tavi, you gotta take me along! Maybe I can convince her to let me come as well… you just GOTTA, Tavi!"

"Most certainly not, Vinyl," Octavia humphed. She was far too polite to say it in Vinyl's face, but she didn't want to risk her career by bringing the young DJ along to the home of a pony as famous as Sapphire Shores.

"Oh please Tavi, PUH-LEE-HEE-HEEZE!" Vinyl begged and sobbed and whined as she crawled in front of Octavia's feet.

The cellist rolled her eyes. "Oh for the sake of Celestia…"

* * *

Vinyl giggled like a giddy school filly as she pranced after Octavia, on the nightly Canterlot streets.

"Wahoo! We're going to see Sapphire Shores! Thanks thanks thanks Tavi, thanks a bunch. You have no idea what this means for me."

"I only did it because you wouldn't stop whining," Octavia mumbled. "You have no dignity whatsoever, you know that?"

"Dignity schmignity!" Vinyl grinned. "I can't wait to see her house… hey hey hey! Is that it, over there?"

The two mares had reached a big mansion close to the outskirts of town, with a huge garden surrounding it… and around the garden, an iron fence. Blue, sparkling gemstones were adorning the garden gate.

"Oooouuuuuh…" Vinyl said as she marvelled at the sight. "Pretty… Ya think those are real sapphires?"

"Don't be ridiculous," Octavia huffed. "Obviously those are fake. Do you think any pony would spend that much money on a fence with real gems on it?"

They walked to the front door and Octavia rang the bell. A moment later, a courtly-looking unicorn stallion opened. "Yes?" he asked.

"Hey, whazzup!" Vinyl cheerfully said as she stepped in front of Octavia. "Tavi and I are here to see Sapphire. You her coltfriend, man?"

The butler narrowed his eyes. "No… I am the butler. And Miss Shores certainly has more important things to do than talking to…brash ponies such as yourself."

Just as he was about to close the door, Octavia shoved Vinyl aside and stuttered: "W-w-wait! My name is Octavia Heartstrings… Miss Shores is expecting me. Please excuse my friend's rude behavior." She gave Vinyl's flank a nudge. "Apologize!" she whispered.

"What?" Vinyl gaped. "But I just…"

"Just do it, for ponies sake!" Octavia hissed.

The DJ groaned. "Fine, fine… I'm sorry, man. Really didn't want to step on your tail there." She extended a hoof in friendship. "All good?" She smiled.

The butler did not smile, neither did he accept her hoofshake. "Apology… accepted," he finally said. Not sparing Vinyl another look, he turned to Octavia. "I am afraid I still can't ask you in. Miss Shores is not at home at the moment."

"There must be some kind of mistake," Octavia said. "But she told me to come here today. She invited me and Photo Finish to take some snapshots…"

"Indeed. But unfortunately, Miss Shores also went missing since yesterday."

"What?" Octavia asked in surprise. "Missing?"

"Indeed," the butler nodded. "She, and the photographer as well. I was in the wine cellar to get some quality red wine for Miss Shores and her guest, but when I came back upstairs… they were gone. No trace of them anywhere… except for an open window and a trail of footsteps leading through the garden. I was about to inform the authorities when you arrived. I fear they might have been… kidnapped."

"Kidnapped?" Vinyl asked. "Come on… I'm sure it's nothing that serious. Maybe they just wanted to get away from all this prim and proper stuff and have a pint at the pub. Or maybe some donuts at Pony Joe's." She licked her lips. "Man, those things are hoof-licking good."

"Pardon me for having my doubts about that," the butler frowned. "I am most certain Miss Shores and Photo Finish weren't the only ones in the garden. The footprints I saw were not just only hoofprints, but also the footprints of some clawed creature… possibly a ruffian gryphon or a Diamond Dog."

"Diamond Dog? Maybe they came here for the fake gems on the fence," Vinyl took a wild guess.

"Vinyl, shush!" Octavia said. Turning to the butler, she bowed her head. "I understand… sorry for taking so much of your time then. We will be leaving right away."

The stallion nodded. "Have a nice evening." And then he closed the door.

Octavia sighed as she turned around. "So much for playing at the charity party… with Sapphire Shores missing, there probably won't be a party in the first place."

"Unless… we try and find them!" Vinyl suggested.

"Are you out of your pony mind? If there truly was a kidnapping, this is certainly a job for the police or the royal guard. We are mere musicians and can't do a thing to help. I am going to go home and hope for the best… which is what you should do as well."

"Aw, c'mooooon Tavi!" Vinyl shouted. "Where's your sense of adventure? Your urge to do something crazy now and then?"

"I guess I left it back home, at the rock farm," Octavia grumbled.

"But don't you wanna help them? I bet that stuffy butler is going to wait a couple of hours until he calls the authorities. What if something is gonna happen to them first? I say we go and look for clues."

"That's got to be one of the most ridiculous suggestions I have heard in my entire life," Octavia groaned. "No wait… that was when cousin Pinkie suggested to play my cello with a toothbrush."

"Well, I think you're just chicken!"

Octavia stopped in her tracks. "What. Did you call me."

The DJ pony smirked. "Chicken Tavi! Bawk bawk bawk!"

"All right, that's enough!" the cellist shouted as she spun around. "I've had enough of you and your silly antics… I wanted to be nice and offer you to come along, but you've been nothing but a pain ever since you were at my side. Your manners are horrible, you have absolutely never heard of personal space and the music you are playing on your little spin table is an insult for pony ears!"

"Hey! Not cool, man! You can call me whatever you want, but you do not insult the Wubs, kay?"

"Just get out of my life!" Octavia yelled. "Everything was fine in my life before you showed up. I had everything I wanted. I had my music, I had success and I had money."

Vinyl Scratch tilted her head. "…what about friends?"

Octavia froze. "What?"

"Listen, I respect a pony that took her life in her own hooves. Yer a cool mare, Tavi. And not afraid to state your opinion. But still… don't you think it's a bit… lonely?"

"Wh-what do you know about that?" Octavia snapped bitterly. Vinyl's words obviously had struck a nerve. "You got your little shop, your DJ 'gigs' and loads of customers and clients that enjoy your silly little music. I'm sure you've got loads of friends. How can you ever… understand… how I feel…" She turned around so Vinyl couldn't see the tears that were escaping her eyes. Her hooves trembled.

"Actually… I don't…" Vinyl said in a quiet voice. Slowly, Octavia turned her head to look back at the unicorn.

Vinyl had taken off her glasses, revealing that she, too, had a couple of tears in her red eyes. "Oh sure, DJ-Pon3 is always the center of the party," she muttered. "The one everypony is cheering for. But you know what? That's just a show." She sniffed. "A show I'm putting on for the crowd… but who knows how I really am? I got no family here in Canterlot, no real friends. You are the first regular customer I ever had in my shop. I was… so happy so finally have someone who came to me regularly, even if it was to buy stuff for her music. And you… you're everything I admired, Tavi. You are a successful musician, you're polite and elegant and… I hoped you could start to see me as a friend, too… Heh… figures I was gonna mess that up, too." She sighed. "I guess I really am a pain in the flank…"

"Listen… Vinyl…" Octavia said as she slowly came closer. "I didn't want to… I shouldn't… I shouldn't have shouted at you. You are right, I really don't know much about you. All I ever paid attention to was your loud music and your…exuberant behavior. It was wrong of me to judge you, based only on that. I suppose… you reminded me of somepony I was trying to forget… somepony from my youth." She sighed. "Never mind. What I mean is… I'm sorry. I shouldn't have judged the cover of the book. And maybe… maybe we can start over. Give each other a chance." She offered the unicorn a hoof. "Friends?"

Vinyl Scratch smiled, wiped her eyes and shook hooves with the earth pony. "Friends. And I'm sorry, too. I really shouldn't pressure ponies into doing whatever I wanna do. So I don't really blame you if you don't want to come along…"

"Come along?" Octavia asked in surprise.

"Yeah," Vinyl nodded. "I'm curious… I'm gonna follow those footprints. Sapphire Shores is my idol, too. And I don't wanna see her threatened by any old kidnapper."

"But… that's very dangerous, isn't it?" Octavia asked.

"Hah, danger? I'm not afraid of any old kidnapper," she laughed. "Besides, I didn't really show you what else I can do with these babies." She raised her front hooves with a smirk and aimed them at a small pile of leaves lying on the sidewalk. "Spin round, baby, spin right round like a record." Her hooves spun around faster and faster… until a gust of wind suddenly blew the leaves away, a tiny tornado stirred up by her rotating hooves.

"I'm gonna blow them right in the face, see?" Vinyl grinned. "I'm a pony-sized cyclone."

It took Octavia some seconds before she could close her mouth again. "That was… astounding," she muttered.

"Astounding? Try 'wicked cool' instead! But yeah, I'm gonna go and see if I can save Sapphire and that photo pony. And I understand if you don't wanna hang out with me…"

"You are crazy, you know that," Octavia sighed. "Fine… I'm coming, too."

"You… you will?" Vinyl gasped.

"Do you honestly think I'm gonna let a friend go alone, facing all possible dangers all on her own?" Octavia smiled.

"YES! Tavi, you're the best!" Vinyl shouted as she gave the other pony a big hug. "Now come on! Adventure time! Wheee!"

"Just swell…" Octavia sighed. "And where do we start our… search?"

"We follow the footprints, duh!" Vinyl said. "The garden was all muddy, so it's gonna be easy to follow them. Come on, it's this way."

"I really hope this wasn't a bad idea…" Octavia muttered to herself as she followed the enthusiastic DJ, out of town, into the mountains.

* * *

"The trail ends here," Vinyl said as she stopped. She and Octavia had walked after their only clue until it lead them here, to a steep cliff next to a deep canyon in-between two mountaintops.

"Obviously their hooves couldn't have stayed muddy for all eternity," Octavia sighed. "So what do we do now, great detective?"

"I'm thinking, I'm thinking…" Vinyl scratched her head. "Oh, I know. We ask around if anypony has seen them nearby."

"Who do you want to ask? The rocks, maybe? There's nopony here." Octavia then wrinkled her nose. "Oh goodness… what is that smell?" she muttered.

"Well, do you have a better idea, Miss Know-it-better?" Vinyl asked, crossing her forelegs. She then sniffed the air. "Phew… this place really is starting to stink."

"Probably just wild animal dung… I think this whole trip was a bad idea to begin with… I agreed to come along because I wanted to make sure you are safe, but we really should leave the investigations to the professionals. The sun will rise very soon… We should go home… what else can we do?"

"You could die!" a raspy voice said. From behind a huge boulder, two menacing figures came leaping. One of them was a lanky mare with a strange contraption on her head, a metal piece of headgear that covered her eyes. However, there were three different-looking eyes on the green ring that ran around the headgear. As the mare landed in front of them, the ring spun around so that she was looking through another eye than before.

The other creature was even stranger. It looked like a cross between a pony and a skunk, with clawed hooves, fuzzy black-and-white fur and a fluffy tail. It was dressed in a curious suit of armor, the top part of which ended in a gas mask of sorts that covered the creature's lower face. Also, the horrible stench they both had smelled was obviously coming from this thing.

"Whoa, dude!" Vinyl retched and covered her face with a hoof. "Ever thought of taking a bath? That's gross!"

"It's gonna be the last thing you are ever going to smell," the creature growled. "I am Stinkor and this is Tri-Klops… we are loyal servants of the great and powerful Skeletor."

"Ja, that's right," the mare called Tri-Klops said. "You are trespassers in ze territory of our vonderful master."

"Oh… I'm terribly sorry…" Octavia said nervously. "Please, never mind us… we were just going to leave…"

"I am afraid ve cannot let you leave. Ze master gave us ze order to eliminate anypony who could become a threat for his vonderful kingdom…" Tri-Klops said. "And at least one of you has been touched by ze comet's light…"

"And to make sure you can't offer your services to the usurper's servants, we have to kill you. I hope you understand…" Stinkor giggled.

"J-just because of that?" Octavia gasped. She looked at Vinyl, who was staring down at her own hooves in disbelief. "N-now wait just a minute… We don't even want to offer our services to the army… we are just musicians…"

"So was I and see what became of me," Stinkor growled. "The cursed sunlight took away all of our old lives, our old selves… it took my beauty, my lovely voice and turned me into this horribly-stinking monster… And my companion over there? She lost her eyesight and can only use this visor to properly see. And instead of pictures, all she can shoot is ponies… taking not their photo, but their lives."

"I have become a living weapon…" Tri-Klops glowered. "Master Skeletor was ze only one villing to accept us as vat ve are… monsters!"

It was then when Octavia recognized the accent of the mare. "Photo Finish?" she whispered.

"NO! Not anymore! Did you not listen to me? Vhen ze curtain in Sapphire's house fell down, ze light changed us forever."

"Sapphire Shores?" Vinyl gasped as she looked at Stinkor. The skunk monster barely had any resemblance to her idol.

"Who would ever accept me like this?" Stinkor snarled. "I used to be loved, praised… now who would love me? I can't even sing anymore with this raspy voice!" She was yelling with fury by now. "All I can do… is to listen to my new master's order."

Slowly and menacingly, she approached the frightened Octavia. The stench she was giving off was overwhelming. Soon, the cellist was coughing and gasping for air.

"Not so fast!" Vinyl shouted. With a jump, she was in front of Octavia. Spinning her forehooves around, she created a small tornado that blew away the cloud of smelly gas that surrounded them. "You don't threaten my friend and get away with it."

"Vinyl Scratch?" Octavia wondered. She had never expected for the unicorn to stand up for her like that.

"You may have been my idol once," Vinyl said as she glared at Stinkor. "I admired you for your talent and success. But look at yourself… you rejected everything that made you the pony I once respected."

"I am no longer a pony!" Stinkor screeched. "I lost everything as soon as I turned into this… this MONSTER! What do you know? You didn't lose yourself when you were changed. I had no choice than giving up my old life."

"I understand that the change was horrible to you… but you were the one who made the decision to defect to Skeletor's side, willingly. My idol would have never done that… My idol would have trusted in the abilities of the royal scientists, who are working day and night to find a cure for this."

"There is no cure, you fool!" Tri-Klops shouted. "Ve vill look like zis forever…"

"There was no choice… and neither is there a choice for you," Stinkor growled. With no warning, she leapt at Octavia. The attack came so quick and unpredictable that the young cellist was unable to get out of the way. The skunk-pony collided with her… and shoved her over the cliff's edge.

"OCTAVIA, NO!" Vinyl Scratch screamed in terror.

Octavia was so shocked that she didn't even scream while she was falling. 'So this is it…' she thought. 'I am going to die here… even though all I ever wanted to do was to be a musician… I still put myself in danger as soon as I found a friend… did I make the wrong decision?'

'No!' a calm voice spoke in her head. 'Helping others and standing up for them is what a true friend would do. You've been a loyal friend… you don't deserve to die.'

And then Octavia felt how strong claws grabbed her legs, stopping her fall. Carried by gentle wings, she was carried to a stone platform further down the cliff. After her hooves touched solid ground again, she looked up and saw a dark blue falcon soaring above her.

'Do what your heart tells you is right, Octavia Heartstrings,' Luna mentally told the surprised pony before letting out a screech and flying back up to Vinyl and Skeletor's followers… all the while the sun was slowly beginning to rise behind the horizon…

"What's that annoying bird doing?" Stinkor grumbled when the falcon swooped down to attack them. She quickly ducked to evade her.

"Remember ze master's words? Zat bird must be ze usurper princess, Luna… get her!" Tri-Klops spun her visor around and fired a deadly laser beam at the falcon… which missed. Gritting her teeth, she fired again and again, but Luna was far too nimble.

"She won't be able to fly if she can't breathe…" Stinkor chuckled.

"Oh no, you don't!" Vinyl shouted. She started spinning her upper body. "Let's spin this bitch!" she shouted as she took off the ground, surrounded by a tornado. Somehow, she knew that she could control the wind she was producing… and she used it to hurl her own spinning body into Stinkor, knocking her into the rock behind her.

Down on the lower platform, Octavia heard the sounds of battle. She also saw the beams Tri-Klops was shooting and grew more worried by the second.

"I wish I could help them…" she muttered. "I wish I could be braver… and stronger… but I'm no warrior, I'm a musician… I don't even have special powers like they do."

But just when she was starting to lose hope in herself, the sun completely rose up from behind the mountains and bathed the platform she was sitting on in purple light…

Luna let out a squawk of pain when one laser beam grazed her side, singing her feathers. The pain was so intense that she dropped down in front of the former photographer.

Tri-Klops grinned. "Where's ze birdie? Now say cheese…" She aimed for the falcon's heart. "Time to do… the magics!"

"Magic THIS!" Vinyl shouted as she blew a powerful gust of wind in her direction. The wind took Tri-Klops by surprise and threw her backwards.

"You… are starting to become a nuisance…" Stinkor growled as she climbed up on the rock. From there, she leapt at the DJ with bared fangs. "Die!"

But before she reached her prey, a hoof came flying out of nowhere and knocked her back.

Vinyl could only blink when she saw the grey hoof that was attached to the long foreleg… the very long foreleg… coming from Octavia, who was standing on her hind legs… very long hind legs.

"Tavi?" Vinyl managed to say.

Octavia smiled as she stepped back onto the cliff, retracting her extended limbs while doing so. "Hey… you think I would abandon a friend?"

Angry groans and growls made them turn their attention back to the two evil warriors. "So you changed as well… why is it that certain ponies have so much more luck with their transformation?" Stinkor grumbled. "No pony that got changed got as unlucky as I did… no pony!"

"Don't you know?" Octavia said calmly. "It is not important who you are… it is important what you make out of yourself.

The skunk creature snarled. "Tri-Klops! We're out of here!" And she released a gas cloud so obnoxious and thick that it even shielded their bodies from their eyes, allowing them to escape.

Vinyl and Octavia let out sighs of relief. A falcon's screech caught their attention, and they looked back to Luna, who was flying behind them.

'You did very well, both of you… unlike those other two, you never lost sight of who you really are. And you are always ready to help your friend. It is ponies like you that make me have more hope than ever for the future of Equestria.'

With another screech, she flew a circle and then returned back to the Everfree Forest, to Crystal Castle.

Vinyl looked at Octavia. "So… you really want me as a friend?"

Octavia smiled. She extended one of her forelegs to grasp the DJ in a big hug. "It doesn't matter if I am changed or not… it doesn't change if I am a musician, a warrior or anything else. All that matters is that I am proud… very proud to call you my friend, Vinyl Scratch.

Vinyl grinned as she returned the hug affectionally. "Awww… love ya too, Tavi."

For a short while, they remained like this. "Any… chances you could start calling me by my full name?"

Vinyl Scratch giggled. "Not a chance, Tavi."


	12. Battle in the sky

„Rainbow Dash ist best pony!"

All of the young students in her class looked at Scootaloo when she said that.

"You mean… she's THE best pony," Sweetie Bell corrected her.

"Whatever, she's still awesome," Scootaloo shouted. "She's fast, she looks cool AND she did a Sonic Rainboom!"

A yawn was coming from the front bench. "This is getting boring…" Diamond Tiara muttered. "That's what you are saying every day. Aren't you getting tired of it?"

Scootaloo grinned. "Never!"

"Like, get a life," Silver Spoon added. "She's not that awesome anymore. She's just a regular old pegasus."

"She is NOT!" the orange pegasus filly shouted. Angrily, she jumped up on her desk.

"She totally is," Diamond Tiara said. "My father told me how many ponies got changed by that purple sunlight. Each of them got some cool superpower."

"All of them?" Snips gasped.

"Sweeeeeet…" Snails muttered. "Why can't we have some too?"

"Because young foals aren't affected," Dinky spoke up. "That's what my mommy told me. And she must know… she's really smart now." She couldn't help but smile with pride.

"See? That's what I meant," Diamond Tiara said. "Before, her mom was a featherbrained clumsy mailpony. And now? She turned into a brilliant scientist, AND became a member of the royal army. Don't you all see?"

"See what?" Apple Bloom asked as she exchanged a confused look with Sweetie Bell.

"That the purple light is the best that happened to Equestria," the rich filly insisted. "Your sisters for example… one of them now has a powerful hoof of steel, the other one can turn into a DRAGON! That pony living at the edge of town, with all the little critters around her… what's her name again? Buttercry? Anyways, she now controls plants. And I even heard an earth pony gained the ability to do magic. An EARTH PONY!" Agitated, she looked around the classroom. "Is that unfair or what? Why can't ponies our age be affected, too? I'd jump at the chance to be stronger, faster, better than any of you losers."

"But if all the ponies in Equestria are transformed… are their abilities even special anymore?" Dinky asked.

Diamond Tiara had no idea what to reply to that.

"Rainbow Dash doesn't need some stupid purple light to be cool," Scootaloo shouted angrily. "She ist the best and always will be the best."

"Oh really? Admit it, you're just jealous because your 'hero' doesn't get to be as cool as anypony else anymore," Silver Spoon snickered.

"Leave her alone!" a young pegasus colt suddenly shouted from the other side of the room.

They all looked at him in surprise. "Rumble?" Scootaloo wondered.

"Excuse me?" Diamond Tiara frowned.

Rumble glared at her. "You're calling her jealous… but maybe you are jealous yourself? You told us you wished to have some powers on your own. But you don't have them. Neither has anypony from your family. Your dad is what, a regular salespony?"

"Shut up!" Diamond Tiara screeched. "My dad is anything but regular! Why, if he stepped into the sunlight, I bet he'd have the strongest powers of them all!"

"That is enough!" came the stern voice of their teacher Cheerilee, as she entered the classroom. "I don't want to hear anything about it. The purple sunlight is dangerous and no pony should deliberately expose oneself to it. True, some ponies did get favorable abilities from it… but remember those that were transformed into monstrous beings and that are now on the side of that evil stallion, Skeletor. Do you want to wake up some day and realize that you've grown an additional head, Diamond Tiara?"

That made her shrink down a bit in her desk. "N-no… I don't…"

"Then I suggest that from now on, you stop saying such ridiculous things," Cheerilee frowned. "And now, back to our studies, everypony. Please open your books on page 23…"

Just before paying attention to her teacher, Scootaloo looked over to Rumble and gave him a smile. "Thanks," she whispered.

He replied with a simple smirk and a wink.

* * *

Later that day, Dinky was sitting in her room at home, doing her homework.

She looked up when a blue flash of light came from the kitchen. She smiled and looked back to work. Just a moment later, her mother came walking out of the kitchen, wearing her royal armor.

"Hi mommy," Dinky said. "How was work?"

Derpy smiled. "Hello, muffin. Pretty exciting. I put down three new ideas for inventions that could help us defend Equestria. Oh, and I finally finished the Wind Raider."

"Really?" Dinky looked up from her homework. "How did it go? Did it fly?"

"Of course it did," Derpy said. "Soon enough, pegasi won't be the only ponies able to fly."

"That's great, mommy!" Dinky beamed. "You're the best." And she gave her mother a hug.

"Aw, I'm just doing my duty for the princess," Derpy smiled. "And how was your day at school?"

"As usual… Diamond Tiara was annoying everypony in class… again."

Derpy sighed. "I really need to go to Mr. Filthy and talk to him about his daughter's behavior… what did she say this time?"

"She said that ponies that got changed by the sunlight are better off than ponies who don't have any special powers," Dinky said. "Isn't she kind of right, mommy? I mean, you became much smarter and everything."

"Listen muffin, I was very lucky. Remember what happened to Lyra? That could have happened to me instead. You wouldn't want to be as sad as Bonbon is, do you?"

"Nuh-uh," Dinky shook her head. "I feel really sorry for her… I still hear her crying sometimes, across the street, when my window is open."

"See? And that's why Diamond Tiara should be very lucky that she can't be changed by the comet. And you know, I am very very relieved that you will stay the same sweet little filly you always were." Smiling, she gave her daughter another hug. "Now, do your homework. I have to go back to the castle. I just came because I need some tools from my room."

"Okay mommy," Dinky nodded. "But be careful not to overwork yourself, yes?"

"I'll be careful, Dinky," Derpy smiled. "See you in the morning, muffin."

The inventor pegasus then went into her room, picked up some tools and walked back into the kitchen. The kitchen was the biggest room in the house, and the only room where Derpy was able to put up the teleporter she built.

The former mailmare stepped onto a round pedestal and pressed a button. The pedestal started glowing, then a flash of blue light surrounded her… and she found herself in her workshop in Canterlot Castle, on a pedestal that looked identical to the one in her kitchen, all the way back in Ponyville.

She put the tools down on her workbench, right next to one of her many inventions. She put on her helmet, lowered the visor and fastened the tools to her wings. But just as she was about to start working…

A pink pony appeared right next to her in a puff of pink smoke. "Whoop-dee-doo, Ditzy Doo!" Pinkie shouted cheerfully.

Derpy nearly dropped her tools in surprise. She took a deep breath. "Pinkie… please don't do that when I'm working in here," she said. She put the tools away and raised her visor to look at the party pony. "So, what brings you here today, Pinkie?"

"A very good question, Ditzy-Derpy," Pinkie grinned. "Almost as good as this one: Why are you still here when everypony's waiting for you in the training hall?"

"Training hall?" Derpy blinked, then gasped. "That's today? Oh my gosh! I'm horribly sorry, Pinkie… I totally forgot!"

"Oh, that's okay," Pinkie smiled. "Now, to answer your question, I came here because Twilight said this would be a much faster way to look for you. Instead of going by hoof, I start using my poof. Because I can just poof around the castle to look for you, see?"

"I… see," Derpy nodded. "Maybe you can… poof us to the training hall, so we don't have to keep the others waiting?"

"Okie dokie lokie!" Pinkie nodded. She wriggled her nose, and with a double dose of poofs, both she and Derpy appeared in the training hall in the west wing of the castle, right next to the barracks of the guards.

Derpy's eyes spun around a little, almost making her look like she did before the comet transformed her. "S-sorry, Pinkie… but I think I prefer my own teleporters. Your 'poofing' always makes me feel dizzy."

"Derpy! There you are!" Twilight shouted from the middle of the room. Spike, Applejack, Rarity, Fluttershy and Rainbow Dash were standing around her. "Ready for our weekly training session?"

"Yes, yes of course," Derpy said as she approached the group, Pinkie bouncing behind her. "Well then, how are you all feeling today?"

"I feel great," Fluttershy smiled. "I was outside in the garden just a moment ago, and now I feel so refreshed."

"Yup… after stickin' yer hooves in the ground," Applejack chuckled.

The plant pony blushed adark shade of green. "B… but it was soooo delicious…"

"It was the right thing to do, Fluttershy," Twilight said. "You told us you didn't have any breakfast today. And as a dryad, you now need all the nutrition you can get from the earth."

"I guess so… It must look pretty weird to all of you, right?" Fluttershy said meekly, peeking out from underneath her grass-like mane.

"Not much weirder than me, sweetie," Rarity said, swishing her scaly tail around. "Being a dragon is something I really need to get used to… no offense, Spike."

Spike sighed. "None taken, dear Rarity…"

"Why are you walking around as a dragon anyway?" Rainbow muttered. "You learned that you can turn back and forth between pony and dragon… If it freaks you out so much, why not just stay a pony?"

"While I prefer my old pony self, Twilight was right when she advised me to get used to this form," Rarity said. She flapped her wings once, hovering above the floor for a short amount of time. "It might not be as fashionable, but it certainly does have its advantages."

"Fine… do whatever you wanna do…" Rainbow grumbled as she turned her back to the dragoness, her forelegs crossed.

"Who took a bite off your celery stalk?" Applejack frowned. "Can't you be a bit more supportive, Rainbow? Rarity has a hard time getting used to this… as we all do." She looked down at her metal hooves.

"I got it, okay?" Rainbow snapped back. "Just… let's get this training over with."

Her friends looked at the rainbow-maned pegasus for a moment, some in confusion, some with worry. They focussed their attention back to Derpy when the inventor cleared her throat.

"All right… then let's begin. I prepared a couple of exercises for each of you. They are supposed to help you getting used to your new bodies and abilities." She turned to face Fluttershy. "Your main problem is that you are weakened when you're not outside, right?"

Fluttershy nodded. "Yes, and I noticed that also feel a bit uncomfortable when I start flying…"

Derpy nodded. "That must be because of your new nature as a dryad. You have a closer connection to the earth now. Try to stay on the ground as often as you can to gather up strength."

"Great… give her another reason to neglect her flight training…" Rainbow muttered.

Fluttershy lowered her head as if she wanted to apologize to her pegasus friend. Derpy just frowned before she continued: "I want you to try out whatever you can do when you are in a place where you are not connected directly connected to the earth, like in this training room." She turned to Rarity. "Now you definitely need to get used to those wings of yours." She pressed a small button on her armor, and a couple of metal rings came flying from a nearby crate, each of them carried by a spinning propeller. "Try flying through these rings. When you are finished, we can see how good you are with the fire breath. Now, Twilight… I'd like you to assist Pinkie. She's not used to her magic abilities yet."

"But I'm much better at poofing now," Pinkie insisted. "I haven't appeared in a closet ever since that one time." She giggled.

"Yes, but your… poofing isn't the only magical ability you have. Twilight, could you train some simple spells with her? If she does well, you can slowly increase the difficulty, so we know where her limits are."

"No problem at all," Twilight smiled. "Oh boy, this is exciting. Pinkie will be my very first, own student."

"I'm still getting a bad feeling every time she wiggles her nose," Rainbow said. "I say it again: Giving Pinkie magic was the worst possible idea ever."

"C'mon, Dashie," Pinkie shouted as she bounced over to her friend. "Don't you want me to do some more tricks? I know, I will peform a super-duper awesome magic show on your next birthday party. I'm gonna do all sorts of tricks… like this, see?" She wiggled her nose, and a small pink cloud appeared above Rainbow Dash's head. It looked like it was made of cotton candy. Another nose wiggle, and the cloud started raining… chocolate milk.

Pinkie giggled. "Isn't this funny?"

Rainbow didn't look too amused as the brown liquid dribbled down on her. "Oh, ha ha ha… I never laughed that much in my entire life, Pinks…"

"I'm always happy to make my friends smile," Pinkie beamed, while the pegasus moved out of the chocolate rain and sat down on another spot on the floor.

Derpy cleared her throat again. "Well then… as for you, Applejack, I prepared something that's perfect for your new improved leg power." She pressed another button, and a huge gate at the other end of the room opened… and a big vehicle drove in, as big as a manticore. It was shaped like a sleek, silver shimmering hawk, with the wings folded at its side. The bird-like top was attached to a base that was rolling on several crawler tracks.

"Behold my latest, greatest creation," Derpy grinned with pride. "The Blaster Hawk! It's a formidable weapon, but can also used in training. I gave it the shape of a hawk in Princess Luna's honor, by the way. It can shoot high velocity disks from the beak, which will fly in a programmed trajectory. You should be able to use your newfound strength to propel the disks out of their flight path if you take careful aim."

Applejack blinked a couple of times. "Okay… anypony got that in clear, understandable Equestrian?"

Spike sighed. "She said that it's gonna shoot disks at you and that you are supposed to kick those disks before they hit you."

"Well, why didn't you say so in the first place?" The cowgirl grinned. "Ah'm always glad to give my hindlegs a workout."

"Yeah… because you weren't strong enough to begin with…" Rainbow mumbled. "First you break the bell during the Iron Pony competition, showing that you clearly outnumber me in pure strength… now you're leaving me in the dust by showing off those iron hooves. Breaking high speed disks? What for?"

"Rainbow, you are not acting very comradely today," Twilight frowned. "Did you get up on the wrong side of the bed this morning?"

"If yer mad at something or somepony, you shouldn't take it out on all of us," Applejack sternly added.

"I'm not mad…" Rainbow grimaced. "I'm just… nevermind, you wouldn't understand…" she muttered under her breath.

"Um…" Derpy came closer to the speedster pony. "You know, I also prepared something for you." She took a long metal rod and shoved it into Rainbow's hooves. "See this? This is a static rod, a close combat weapon specifically created for pegasi. You know that pegasi can all walk on clouds, create strong gusts of wind, influence the weather… some of us even leave a trail of lightning behind when they fly exceptionally fast. Like the Wonderbolts… or in your case, a rainbow trail. Well, all of that can only happen because a pegasus' body is naturally surrounded by an invisible static field of dancing electrons. It allows us to manipulate weather phenomena."

"Any reason for this biology lesson?" Rainbow sighed.

"Well, you know, this rod is a new invention. It produces its own static field. On command, a pegasus can use her own field to interact with the rod and cause it to freely float in the air. The pegasus can control the static rod with her own thoughts and commands, turning it into a formidable weapon. What do you think? Sounds pretty cool, right?" The inventor smiled proudly.

"You wanna know what I think?" Rainbow stood up from the ground and glared at Derpy. "To me, it sounds like this is a weapon created for a normal, common, mediocre pegasus! A weapon that any pegasus could use! Heck, you could use it yourself, right?"

Derpy blinked. She was clearly taken aback by the sudden outburst. "N-no. I mean, y-yes, of course I could use it. But that's really not the point and I really prefer to use my…"

"And all of you!" Rainbow shouted, turning to look at her friends. "You're showing off your new skills, rubbing it in my face that you are all so much better than I am! Oh, look at the pegasus who can control the weather… like any other run-of-the-mill pegasus! Let's make her feel bad by showing her how useless she's become. So useless that we need to give her a BUCKING FIGHTING STICK so she can even defend herself!" Violently, she threw the static rod to the ground.

The others were speechless. Even Pinkie Pie didn't know what to say, a very rare occasion indeed.

"Oh Rainbow, darling…" Rarity finally said, stepping forth. "We had no idea… we honestly didn't want to make you feel bad…"

"Well, you certainly did a good job of showing how much you loved those new skills of yours!" Rainbow said. "Am I still good enough for this group of superheroes you've become?"

"Now stop right there," Applejack shouted angrily. "Aren't you forgettin' a lil' something here? We never asked to be changed by the comet! Ya think Fluttershy wanted to be a tree? Ya think I wanted THESE?" And she shoved her metal hooves in the pegasus' face.

"You seemed very proud of them earlier," Rainbow snarled. She was so angry that she flew up in the air. "You have any idea how this makes me feel? Any idea at all? Oh yes, Element of Loyalty… all the time, I have to stay still and watch how you all get better, faster and stronger than me, one by one. And I am forced to say nothing to that. Heck, I'm even forced to sit through training sessions that show me again and again how useless I'm becoming for Equestria. And you think I can stand this for very long just because I have the Element of LOYALTY?"

For a moment, nopony said anything, then Pinkie spoke up: "Well… yeah. I mean, we all know you are a great friend. And you have abilities of your own you can be very proud of. You are the fastest flyer I've ever seen before, you are a very good weather pony and you managed to do a Sonic Rainboom… not just once, but TWICE." She spread her forelegs with a grin. "This is at least 20% cooler than any other pegasus I know."

"But I'm still just a pegasus!" Rainbow screamed. She turned around and flew out of the window, so fast that none of her friends could protest.

For a while, they are were speechless. "Oh my…" Twilight finally muttered. "I… had no idea. I didn't know she would feel like this just because… well…"

"I should have seen that coming," Applejack sighed. "She's always so stubborn and proud of her skills…"

"I feel simply horrible that we made her feel that way…" Fluttershy muttered. "If only there was a way we can make it up to her…"

"I don't think there is a way," Derpy calmly said. She picked up the static rod. "I think she needs some time to think… about herself, her abilities and the friendship you share. I don't think she's abandoning you… but in such a situation, a pony needs a timeout. I thought giving this to her would be a good way of showing her that she could still be useful." She sighed. "I guess I was wrong."

"I still feel bad," Fluttershy said. "I'll go after her…"

"You need to gather some strength. Best stay on the ground for a while," Derpy advised. "I will go after her… I think she needs some advise from someone she's not as close to."

"But can you even catch up with her?" Spike asked. "At that speed, she might already be past Cloudsdale by now."

"Oh, I have a way of flying faster than before," Derpy smiled. "Why don't you continue your training for now, and I… will get the Wind Raider ready."

* * *

Spike did a good job at calculating Rainbow Dash's speed, but the pegasus speedster stopped her fast flight even before she reached Cloudsdale. The first burst of speed helped her to let off some steam and get a clear head. Now that she was alone in the wide sky, she found that she wasn't as angry as before. She picked a small cloud to land on, not too far away from Cloudsdale.

Rainbow took a couple of deep breaths, then she looked down at Canterlot and Ponyville. Then, she looked back up at the floating city of Cloudsdale, her old home. Home of the pegasi.

"I'm just a regular pegasus, aren't I?" she murmured as she let her body plop onto the soft surface of the cloud. "Sure I'm an athlete and I pulled off a little trick of sound and colors… but does that make me special?" She looked down. "My friends are all special now… but should I be happy for them? Or do I have the right to be jealous? I know their changes didn't only help them… Rarity almost lost herself in her first transformation. Still, I'm the only one who's normal now… even Spike got something cool from Twi's magic." She looked up at the night sky and the gentle light of the moon. "What if I happened to be there to help Rarity instead of AJ? Would I have metal hooves now instead of her? Or maybe something different would have happened… Would I even be happy with metal hooves? Sure, AJ is stronger… but the heavy metal would slow me down, right? I don't want to sacrifice any of my speed…" She put her hooves up to her face. "So why am I so upset? Am I jealous? They are still my friends…"

She then turned back to Cloudsdale. The city was quiet in the calm night air. "Have other pegasi changed? Fluttershy lost some of her connection to the sky… I feel sorry for her, but then again she didn't seem to be that upset. Derpy simply got smarter… What if a pegasus like Cloud Chaser was touched by the purple light? Or Wild Fire? Or Fleetfoo…" She stopped herself in mid-thought. She didn't even consider the possibility that one of her lifelong heroes, the Wonderbolts, could be changed as well. There hasn't been a public air show ever since the comet first showed up, or even any event where the Wonderbolts could have shown up. So Rainbow Dash didn't get any chance to glance at her idols since the whole disaster started.

"What would a cool pony like Spitfire do if she was in my situation?" Rainbow sighed. "Or Soarin?"

Something caught her attention. She raised her head from her cloud and saw a long trail of cloudy lightning in the night sky… left behind by a pegasus stallion with a whitish-blue coat. If it wasn't for the lightning trail, she didn't know if she would have recognized him without his trademark uniform.

"Soarin?" she wondered. She then saw a yellow mare flying after him. She instantly recognized her fiery mane. "And Spitfire?" Her mood improved immediately. "Oh wow! Seeing them in public like this is so rare… I wonder what they are up to." She grinned. "Let's see if I can catch up with them."

She flew after the two leading members of the Wonderbolts as they flew over Cloudsdale. They were flying very fast as if they were in a hurry. Still, Rainbow managed to catch up with them after a while. She now heard that Spitfire was shouting after her temmate.

"Soarin! Soarin, dammit, get back here!" the fiery mare shouted. She seemed so intent on catching up with the stallion that she didn't notice Rainbow at first when she flew up next to her.

"Hey Spitfire!" Rainbow shouted. "Remember me? It's Rainbow Dash! You know, from the Best Young Flyer Competition?"

Spitfire turned her head… if only for a moment. "Sorry, no time to talk right now," she muttered. "There's a stubborn teammate I need to give a piece of my mind…"

"You upset with Soarin?" Rainbow wondered. "But he's your second-in-command, isn't he? What made you so angry at him?"

"I'll tell you when I have the time," Spitfire said. "SOARIN! Slow down already and talk to me, willya? You coward!"

Rainbow frowned. She never imagined that her idols could ever argue among each other like that. Then again, they were just ponies…

She shook her head. Those weren't just any ponies! Those were the WONDERBOLTS! Seeing them fight was just… not right.

"Be right back," she shouted as she sped up. Leaving a surprised Spitfire behind, she tried to catch up with Soarin. It definitely wasn't easy… the stallion definitely didn't want anypony to catch him, it seemed.

"Yo Soarin!" she shouted after him. "How about slowing down? Spitfire's back there, you know? I think she wants to talk to you."

"I don't want to talk to that waste of airspace ever again!" Soarin shouted without even turning around his head.

Rainbow was so shocked that she almost slowed down. "You mad at her? Hey… whatever happened, I'm sure it's nothing a couple of good buddies can talk about…"

"Leave me alone!" Soarin yelled. "She'll never understand what needs to be done… no pegasus from Cloudsdale does! No go away and bother somepony else!"

Something was off, Rainbow realized. This wasn't the same cool and funny guy she met at the Grand Galopping Gala, the stallion that was so enthralled by Applejack's apple pie…

"Fine, if you wanna do it the hard way… we'll do this the hard way!" she smirked. She sped up even more. A trail of rainbow colors flew past Soarin and startled him… and then he had to stop or else he would have crashed right into the rainbow-maned mare that appeared right in front of his path.

"What's your problem?" he shouted. "Get out of my way!"

"Not until you tell me what in Tartarus YOUR problem is!" Rainbow glowered. "You two are teammates, for ponies sake… the top flyers of the Wonderbolts! Other ponies look up to you… what do you think they're gonna say when they see that you are fighting like newlyweds?"

"Shut up!" Soarin yelled. "You'll never understand… neither will she!"

At that moment, Spitfire caught up with the two of them. "Are you out of your mind, Soarin? Can't you control yourself? Fleetfoot's wing will probably need several weeks to heal."

"It's her own damn fault!" Soarin shouted. "She started yelling at me and got in my way."

"Well, I was about to yell as well, but she was faster than me," Spitfire said with an angry frown. "No matter how mad you are, I won't have any of my team break their teammates' wings!"

"He did what?" Rainbow gasped.

"I told you! I'm not gonna be a part of this team anymore!" Soarin snarled. "You're all a bunch of softies… always bowing down to the princess. I quit!"

"You WHAT?" Rainbow's jaw felt like it was ready to drop all the way to the ground. "You… you CAN'T quit the Wonderbolts!"

"I can, and I have!" Soarin grumbled. "I won't be a part of a team that supports a pair of rulers that lead our kingdom into ruin." He flailed his hooves around. "Take a look around! We're forced to fly at night. Celestia is unable to protect us from dark magic that changes us into monsters. Luna is unable to protect us from Skeletor… and yet you still say you're at her side?"

"Soarin…" Spitfire said in a dangerously low voice. "The Wonderbolts have always been supporters of Celestia, since the day they were founded. When I joined the team, I looked up to our old captain because of his loyalty. I swore to myself to stay as loyal as him… to the team, and to the princess. And when I became the new captain, I was very proud to always have all of you as loyal and supportive teammates. I trusted you like nopony else… you were my best friend, Soarin. And now you are telling me that all of this has never been important to you? I'm not buying it!"

"No? Well, then you're a bigger fool than I thought, Spitfire!" Soarin shouted. "It's over! For me, the Wonderbolts are a thing of history."

Rainbow Dash felt a sinking feeling in her stomach. The worst possible thing she could imagine was about to happen… something she never even dared to think of before. Her childhood heroes, the Wonderbolts, were breaking up…

"No… nonono, Soarin… please don't… there has to be a way. C-can't you think of something? Spitfire, please…"

"I see no way," Spitfire said in a cold voice. "I never thought the day would come… but it looks like Soarin doesn't care about everything I tried to keep important in this team. Loyalty, comradeship… and friendship."

"B-b-but… but what are you going to do?" Rainbow asked Soarin in a pleading voice.

"The only thing that can be done to save Equestria," Soarin said. "And the only thing a pony can do if he doesn't want to be turned into a monster. I will go and offer my services to Skeletor… and ask him to protect me from the purple light."

"You… you're insane!" Spitfire spat. "You want to go to that traitor? Do you know what's the first thing he does to all those he recruits? He uses his magic to transform them himself!"

"Yes, because they all refused to help him at first. If I go to him willingly and show him that I am not satisfied with the way Luna and Celestia are ruling this country, he will keep me as I am. And if offering him my loyalty isn't enough, I will offer him a present he can't refuse: I will form my own team. A team opposite of your 'Wonderbolts', Spitfire. To show everypony what a right choice looks like… Skeletor simply can't refuse a whole team of loyal pegasi, a team that flies only for him. A team of 'Shadowbolts'.

Now Rainbow felt her blood run cold. Shadowbolts… the name of the flying team that tempted her to break off from her friends in the Everfree Forest. They were a creation of Luna, back when she was still Nightmare Moon. Was it just a coincidence or did Soarin somehow know this happened?

"If you do that, Soarin… I will have to report to the royal army. You will be marked as a traitor just like Blueblood, you know that?" Spitfire said.

"Do you think that will change my mind?" Soarin asked. "Do what you think you have to do… Celestia's kingdom is going to fall to pieces anyways. I'm giving it two weeks at best. Go ahead and mark me as a traitor… shows that your concept of 'friendship' is a fraud after all."

"You have no idea…" Rainbow Dash said.

Soarin raised an eyebrow. "Excuse me?"

"You have no idea what it means to have friends, right?" Rainbow looked up at him, her face full of tears. Tears of sorrow, of anger and most importantly: Disappointment. "I looked up to you, Soarin… to the Wonderbolts. You and Spitfire are the longest members of the current team. I've adored you ever since I was a little filly. In you, I saw what mattered to me the most, something I sometimes missed in my old school… friends that could truly rely on each other. That's how I pictured you: Buddies so close to each other that you could also call them siblings."

"You're wasting your breath," Soarin grunted. "That's the biggest load of horseapples I have ever heard."

"But she is right, Soarin…" Spitfire said quietly. Rainbow's speech had touched her emotions more than anything she could remember. "We were a family… and you, you were like a brother to me, Soarin. Remember what we wished for during that one meteor shower we watched together? To make sure the Wonderbolts would be more than a team… we wanted it to be like a family. It was your wish too, Soarin."

"Shut up! That's not true!" he shouted.

"Oh yeah? You can't tell me you never saw yourself as a part of the team," Rainbow said. "Every time I saw you flying as a team, always adapting to each other's moves… I remember the day of the competition, when my friend Rarity almost fell to her doom. I remember seeing you Wonderbolts move to save her life. You moved as one, without having to talk about it first. Those were the Wonderbolts I always admired."

"That's what you remember? Well, we might have saved that friend of yours, but only because it was expected from us."

"But it was…" Rainbow blinked in confusion. "Wait a minute… Rarity wasn't saved by you. She knocked you unconscious when she flailed around in a panic. I only managed to save both her and you after I caused the Sonic Rainboom. There's no way you would forget that!"

"Soarin?" Spitfire muttered. "What's going on… here?" She then narrowed her eyes. "IMPOSTOR!" she yelled and flew at the stallion at full speed.

"What the…" the male pegasus gasped before the mare crashed into him, flinging him backwards. He barely managed to catch himself with his wings. "Now… you made me mad…" he muttered. "Not very sportive, Spitfire… attacking an old teammate like that…" He grinned, and his eyes lit up in a green light.

"Shut up! You're not my teammate!" she shouted.

"Spitfire… what's going on?" Rainbow Dash asked in confusion.

"That is not Soarin!" Spitfire said, pointing a hoof at the stallion. "I had a very strong suspicion that something was not right with him, the whole day long… but only now did I realize that it really can't be him. Or else he would have remembered the events of that day!"

The thing posing as Soarin chuckled. "Very good, Spitfire… I didn't think you would find out the truth. Too bad, I've been hoping to keep this charade up for a bit longer."

"Who are you?" Rainbow shouted. She was angry at this fake for impersonating one of her idols. "What's your real name?"

"And what did you do to Soarin?" Spitfire added.

"My name is Faker," the creature grinned. "And I already am in the service of the great Skeletor. As for dear Soarin, he is fine… at the moment. He is, however, in our custody. Which means I still can keep playing my little game and make everypony believe that Soarin actually did leave the Wonderbolts."

"It'll never work," Spitfire shouted. "We'll tell them the truth and…"

"Oh, I forgot to mention a small detail… now that you both know my secret, I can't let you live. I'm sure you understand…" An evil grin appeared on Faker's face and then… a black, curved horn grew out of his skull. A horn that was glowing in a sickly green aura.

Spitfire gasped. "What in Equestria…?"

She and Rainbow were both so shocked that they were unable to react in time when Faker launched his whole body at her. The green aura surrounded his whole body, making him seem like a green missile. Spitfire grunted with pain when the Soarin-lookalike smashed into her. The force behind the attack was enough to make her lose consciousness.

"Spitfire!" Rainbow gasped. As fast as she could, she flew down, scooped up a cloud on her way and caught the limp body of the Wonderbolt captain with it.

"You'll pay for that, Faker!" Rainbow shouted. "You're gonna tell me where Soarin is and then you'll be thrown in Canterlot's dungeon!"

"You want to resist me?" Faker chuckled. "Don't make me laugh… a simple pegasus such as yourself can never stand up against the power of a changeling…"

"Just try me!" Rainbow yelled as she flew at him.

Faker just grinned as he repeated his attack, again turning his body into a green-glowing missile.

'I've got this,' Rainbow thought. 'I gotta win this one… for the Wonderbolts, for my friends, for Princess Celestia…'

"Just give it up!" Faker laughed. Rainbow gritted her teeth and flapped her wings even faster. A cone of air appeared around her, a trail of rainbows was following after her…

But before she was fast enough for even the attempt of a Sonic Rainboom, Faker rammed her. Like Spitfire before, she was sent flying.

While her body flew backwards and spun wildly, Rainbow fought the pain and struggled to stay conscious, to fly back at her opponent. But she fell and fell and…

Then she dropped right into a flying aircraft that had come up below her. Rainbow was so surprised that she forgot to blink. She was lying upside-down, on the co-driver's seat of the round, green, flying vehicle with the yellow wings. In the driver's seat, right next to her, sat a cheerful Derpy.

"Hello Rainbow Dash. Need a ride?"

Rainbow struggled to turn back around until she sat right face up next to her fellow pegasus. She smiled. "Derpy, you're right on cue."

"Happy to help," the inventor smiled back. "Now what do you say we teach that flying nuisance a lesson?"

"Can your crazy contraption do that?" Rainbow wondered.

Derpy smirked. "Pay close attention, friend." She turned the wheel around and the Wind Raider flew up, until they were facing Faker.

"So you got help," the changeling grumbled. "Big deal… you're still just a regular pegasus."

"Give him everything you got, Derpy," Rainbow grumbled. "He's not the real Soarin, he's a fake."

"Oh good," Derpy said. "I've been dying to try these out." She pressed a button, and a pair of laser guns at the vehicle's front side turned to aim at the fake pegasus. Derpy fired a volley of laser bolts, but only one of them grazed the creature's flank.

"That hurt, you crazy pegasus!" Faker screamed. "Now you made me angry… and don't think you're safe in that silly toy of yours." He charged his horn and flew back at them.

"You better flap your wings, Rainbow," Derpy said. "I want to try out a couple more tricks… oh, and take this with you." Before Rainbow could protest, Derpy shoved a metal staff in her mouth. Then the Wind Raider spun around and Rainbow had to fly if she didn't want to drop out of the sky.

"That's why I always wear a seatbelt," Derpy shouted as she flew a loop, dodging Faker's continued attacks. "Hey you! Careful with that horn, I don't want any scratches on my new vehicle."

"Shut up and die!" Faker shouted again and again as he tried ramming her.

"Yo, Faker!" somepony behind him spoke up.

He turned his head in annoyance. "What?"

Rainbow Dash grinned. Without touching it physically, she spun the static rod around and smacked it against Faker's head. "Time to get clobbered!"

Faker grunted as he tried to avoid more of Rainbow's attacks. But either she was too fast or he was too slow… the static rod smacked his face again and again and again. "You… you… ACK! You fool… when I'm done with you I'm gonna… UGH!"

"Say that again? I can't hear you," she grinned. "Why don't you try fighting back?"

Derpy smiled at the battle from her Wind Raider. "You're not really good in close combat, are you? All you rely on are those charged attacks with your horn. Maybe you would have had a chance against a NORMAL pegasus… but not against one as fast as Rainbow Dash, or one armed with a weapon such as the static rod. I could try and hit you with my lasers again, but then again, the battle is pretty much decided, isn't it?"

Faker growled. "This isn't over… you haven't won anything. You are still without your princesses and Skeletor will bring your kingdom down. We already weakened you by removing one of the Wonderbolts… we can do the same thing over and over again."

"Just shut your mouth and admit you lost," Rainbow said.

His eyes flashed green. "Never!" he shouted. A rippling effect waved over his body, a glowing trail of green energy… and then his body changed into an exact copy of Rainbow Dash.

Derpy blinked. "Now this is interesting…"

"Shoot her! She's the faker!" one of the two Rainbow Dashes shouted.

"No, shes lying! She's the faker!" the other one shouted back.

Derpy sighed. "Oh boy…" She turned around the Wind Raider's cannons and fired at the left one.

"ARGH!" the Rainbow-lookalike screamed as she was blasted away. Just for a short moment, they were able to see the changeling's true form, a black insect-like creature with green eyes. "I'll be baaaaaaack!" Faker swore as he disappeared in the distance.

Rainbow looked at Derpy with wide eyes. "How did you know it was him?"

"Very simple," Derpy smiled and pointed at the static rod. "She didn't have your weapon."

"Oh yeah…" Rainbow chuckled. Then she became more serious and flew down to the immobile form of Spitfire. "C'mon… we've got to take her to a doctor."

Derpy nodded. "Just get her in the Wind Raider. We'll take her back to Canterlot."

On the flight back, Derpy made sure not to try any loops or other wilds maneuvers, since Spitfire was lying on the backseat. Rainbow was sitting on the co-driver's seat again. She looked back at Spitfire with a sigh.

"Derpy… I wanted to ask… can you give me one of those shield generator thingies that protect me from the sunlight at day?" Rainbow asked. "I really don't want to be changed anymore… I'm happy the way I am."

"I'll be happy to," Derpy said. "So… you don't think you aren't good enough for the team anymore?"

Rainbow shook her head. "No… I learned one important thing today. It doesn't matter if you are better than any of your friends or not. Special powers or not, you just have to try your best. And if a friend offers you a way to improve yourself… you shouldn't just throw it away." She looked down at the static rod, then at Derpy.

Derpy smiled. "A pretty valuable lesson, if you ask me."

"Yeah… I just wish I could send it to the princess."

The inventor gently patted her friend's shoulder while keeping one hoof on the steering wheel, flying the Wind Raider through the night sky, down to Canterlot.

"I'm pretty sure she already knows it, Rainbow Dash. I'm sure she's watching all of us from up there…"

* * *

Faker gritted his teeth. The changeling crouched in front of Skeletor's throne, in his original body. "I'm sorry, mylord… they blew my cover. The plan didn't work… I have no excuses."

Skeletor grinned down at him. "No worries, Faker. We still have some advantages from your work. A follower of Celestia is in our grasp and we saw how easily those ponies are fooled by the magnificent disguise capabilities of your species. Also, I am very pleased to see how loyal you stayed throughout your mission. This is more than enough proof for me that cooperation with your kind would be most beneficial for my plans."

Faker stood back up on his spindly, holey legs. "That… means I can bring good news to my lady?"

Skeletor nodded his head. "Tell your queen… that Skeletor would be most interested in an alliance with the changelings of Chrysalys."


	13. Rock Sisters to the Rescue

When the alarm clock rang, a pair of sleep-deprived eyes slowly opened up. The pony lying in bed groaned and pulled the covers over her head and her wings over her ears.

"Lyra… make that noise stop…" she muttered. Then she realized something. "Oh… that's right… Lyra's not here anymore…"

With a sigh, Bon Bon turned around and silenced the alarm clock with a hoof. She then threw the covers off and slid out of bed in a decidedly unelegant manner. With only half-open eyes, a messy mane and ruffled feathers, she slowly shuffled into the kitchen to begin her daily routine of making breakfast for herself.

The last few days had crawled past her without evoking anything resembling care or interest in her. Life in the darkness of the night had become a dull sequence of senseless activities for the winged mare. All the things she did, she only did because it was part of her daily life. It also helped her a bit to take her thoughts off Lyra for at least a couple of hours. She got up each day at the very same hour, had breakfast, prepared the usual sweets, wrapped them up and prepared to sell them on the Ponyville market. But as soon as she returned back home after a night of work, her thoughts went back to her lost loved one. And more than once, her sleep had been filled with nightmares that showed her either Lyra's monstrous transformation into the mer-mare or her declaration that she would never return to her.

Of course she now knew that the reason why Lyra had decided to help Skeletor was to protect her, but that didn't help much. Every day Bon Bon feared that Lyra might give in under the presence of the mer-mare and might truly transform into the monster she now resembled.

And she missed her. Oh Celestia, how she missed her. The house was so empty without her…

After she had finished preparing her sweets, she packed them into her saddlebag and prepared to leave. Before she stepped outside, her eyes wandered across the sofa Lyra used to sit on… always in that strange, upright manner. And in the corner was her lyre, lying next to those strange objects she sometimes put on her forehooves. What did she call them again? Gloves? A teary chuckle escaped her throat as she recalled those better days.

"It seems those days are now over…" she muttered as she closed the door behind her.

Flying to the marketplace didn't take her very long. Now that she had wings, she was able to save a lot of time by flying. Even though she sometimes felt as if becoming a pegasus had made her lose something… a connection to the ground she always felt back when she was an earth pony.

Trying not to think about things too much, she landed and put up her stand. All around her, ponies went about their daily routines. She saw how Mr. Davenport opened his shop 'Quills and Sofas' while on the other side of the marketplace, Carrot Top put up her own stand of carrots.

'Here we go again…' Bon Bon thought as she got ready for another dull day of selling sweets.

The day went by as usual. Every now and then, a pony would come across her stand and buy a bag of candy. There was nothing exceptional, nothing exciting happening, nothing she could be looking forward to…

"Excuse me?"

Bon Bon blinked as she was pulled out of her thoughts. "Yes?" she asked in the monotonous voice she was using nowadays. "You'd like to buy some sweets?"

"Well, they sure do look delicious, but I'm here for a different reason. You are Bon Bon, aren't you?"

Bon Bon looked at the gray earth pony standing in front of her. Bon Bon felt a bit of shame when she saw the elegantly-styled mane and tail of the mare and compared it to her own, rejected hair. Also, the treble clef cutie mark she sported reminded her too much of her musically talented marefriend. "Yes… I am," she said. "Can I help you?"

"Excuse me for bothering you at your working place, but I was told I could find you here. I am looking for somepony and was informed that you know her pretty well. I am looking for my sister."

"Your sister?" Bon Bon wondered.

The mare nodded. "Correct. Her name is Lyra Heartstrings. Can you tell me where she is?"

At once, Bon Bon's eyes started tearing up again. "Y-you're Lyra's sister?" She remembered that Lyra had told her about an older sister a couple of times. She had said that they weren't very close and that she had become a professional musician."

"Yes, my name is Octavia Heartstrings," she nodded. "So you do know her?"

"Oh… oh yes…" Bon Bon sniffled. "She… she was my roommate… we were… very close…" Before she could stop it, she started sobbing again. In public, with everypony watching… She knew ponies would start talking about her behind her back, but she couldn't help herself.

"So… you are that marefriend she mentioned before she left home?" Octavia asked. "I should have expected that."

'So she mentioned me to her family?' Bon Bon thought. 'I wonder if I was the reason she left home… she never told me how her family reacted when she told them she was into mares.' She looked at Octavia and tried to find any suggestion that the earth pony was actually worried for the well-being of her unicorn sister. But Octavia's expression remained neutral and calm.

"Sh-she's no longer in Ponyville," Bon Bon sniffled as she tried to calm down. "Why do you ask?"

Octavia raised an eyebrow. "Is it that unusual for a sister to ask for her sibling's whereabouts? It's been a long time and I wanted to talk to her. Can you tell me where she is at the moment?"

"Oh yes, I can tell you," Bon Bon said in a bitter voice as she wiped some tears out of her face. "She's hiding in the mountains as part of the traitor Skeletor's army…"

She noticed how Octavia's eyes went wide at that revelation. Then the gray mare sighed. "So the rumors are true after all… I didn't want to believe it…"

"Better believe it," Bon Bon said, fighting back another surge of tears. "His magic turned her into a half-fish creature and on top of that, he forced her to abandon me."

"This is terrible…" Octavia muttered to herself. "How could she let that happen to her? A member of the noble Heartstrings family, reduced to a monstrous pawn of a traitor to the kingdom…"

At once, Bon Bon was on the other side of her stand, glaring right into Octavia's eyes. "Don't you dare speak of her that way!" she yelled. "Lyra does not deserve to be called a traitor by anypony!"

Octavia narrowed her eyes. "I never called her a traitor. I was merely expressing my shock and surprise that even after being transformed, she would side with him."

"Is your family's reputation more important to you than your sister?" Bon Bon yelled. By now, she didn't even care that everypony was watching them. "And she wasn't the first pony that was forced or tricked into Skeletor's service… do YOU know what it's like to be in her situation? Come back when you know how it feels like to be changed by the comet's light."

"To your information, I AM changed!" Octavia spoke back, louder and harsher than before. To emphasize her statement, she extended her legs a bit so that she towered over the surprised Bon Bon. "And how could YOU dare to judge me or my family when neither you or Lyra never dared to show up in Canterlot together?"

"Well, there must be a reason why Lyra never wanted to go back home," Bon Bon shouted. She flew up from the ground so that her eyes were on the same level as Octavia's again. "Maybe she moved to Ponyville because she couldn't stand the Canterlot lifestyle any longer. Here, she could at least be the mare she was. At least I was there for her!"

By now, the shouting contest between the two mares had caught a lot of attention, not just because of their loud voices but also because they were clearly the only two sun-changed ponies present.

POOF! "Heya, Bonnie! Got another bag of your sensational sugary sweets left? I had this new idea for a cake but I reeeaaaally wanna try it out before telling Mr. and Mrs. Cake about it and… heeeyyyy! Is that you, Tavi? My favorite grumpy mcgrumpypants cousin in the whole wide world came to Ponyville to pay her cousin Pinkie Pie a visit! You all knows what this calls for, right? A PARTY!"

Well, now there were three sun-changed ponies on the marketplace, including a hyperactive pink pony who had just magically appeared on top of Bon Bon's candy stand.

The flying and the long-legged mare groaned in unison. "Pinkie…" they sighed.

"Of all the annoying residents of Ponyville I could run into, it had to be her…" Octavia mumbled.

POOF! Pinkie was standing right next to Octavia. "Awww, I missed you sooo much, Tavi! C'mere, cuz, gimme a hug! Huh? Tavi, did you grow?" Pinkie threw back her head and looked up.

"So wait… you're related to her, too?" Bon Bon wondered.

Octavia groaned as she shrunk down to pony size. "Yes, believe it or not, we are cousins. It's not like a pony can choose her family…"

"My mommy is her mommy's younger sister, you see?" Pinkie grinned. "It's a shame we rarely got invited to any partys at Canterlot… but at least Tavi's here now and we can catch up. Best give me ten of those candy bags, Bonnie. I've got LOTS of preparations to make, invitations to write, streamers to buy… Gummy ate the last batch, you know?"

"But HOW can you be her cousin?" Bon Bon asked. "Lyra is her sister… why did you never tell me that you're my marefriend's cousin? And how come you weren't NEARLY as distraught as I am when she was dragged away by Skeletor?" She was getting angry again, only this time around, her anger was aimed at Pinkie. "You were THERE when she told me she decided to side with that scumbag!"

"WHAT? Is that true? Why didn't you stop her, Pinkie?" Octavia asked as she glared at the pink pony as well. "How could you let this happen? What am I supposed to tell my parents? Oh sorry, my scatterbrained cousin failed to save her in time?"

Upon confronted with two angry mares, Pinkie suddenly became very quiet. She stopped ranting about her party and sat down with a sad sigh. "I… I was worried for her, Bonnie…" she said in a low voice. "I really was. And like you, I felt like crying that day. But then I saw you crying and realized how upset you were… and then I remembered something. I am the Element of Laughter… and it's bad enough you have to be so sad and worried. I wanted to cry for Lyra, all those past few days. But I can't. It is my duty to make my friends happy, right? To make them laugh, to make them smile. How can I be the Element of Laughter when other ponies have to cheer ME up? So I stayed cheerful and optimistic."

Bon Bon saw that Pinkie really meant what she said. Pinkie was a lot of things… but she never was a liar. "Oh Pinkie… but why did you never tell me you were related?"

"It never seemed important," Pinkie shrugged. "Would you have thought differently about me or Lyra if you knew?"

Bon Bon sighed. "I guess not… it's okay. I'm sorry I overreacted, Pinkie."

"Well, I'm not," Octavia said. "I still can't understand why you let Lyra go with that… madman!"

Pinkie didn't respond to that right away, she stared at the ground, looking… guilty? To Bon Bon, it seemed as if her bright colors were fading a bit… and her usually curled mane suddenly looked much straighter than before. "I… I'm sorry, Tavi…" she finally whispered. "I tried to save her, really… I tried, but I couldn't help her."

"Well, maybe you didn't try hard enough," Octavia snorted.

"Hey, that's enough," Bon Bon said. "There really wasn't much Pinkie could have done. It was a very chaotic fight going on… there was a manticore, a sea serpent, a gryphon… and Pinkie is just one pony. She can't be everywhere at once."

"If only I had poofed fast enough before meanie Skeletor zapped her away…" Pinkie sniffled.

"Pinkie, you were still getting used to your new abilities. All of us were. And Skeletor is a powerful sorcerer… I don't think any of us could have stopped him when he teleported Lyra out of there."

She walked over to Pinkie and gently petted her head with her hoof. "Now, please be happy again. I'm not mad at you anymore." She smiled. "What are we supposed to do if the Element of Laughter can't cheer us up anymore?"

Pinkie chuckled a bit at that. "Yeah, you're right… need to remember my duty, right?" She looked at Octavia. "Tavi… it's okay if you still want to be mad at me… but we'll try to find a way to save Lyra, you know? We're training every day in the castle… Twilight says we need to get ready for when meany Skeletor decides to come and do mean stuff. And she's helping the smart science ponies to find a cure so Lyra can be herself again. And Twilight is the smartest, cutest, all around best pony. She'll find a way for sure." By now, she was already back in her brightest pink and her mane had poofed back up in its old, curly style.

Octavia rolled her eyes. "Well, if you say so, then it obviously must be true…"

Suddenly, everypony was distracted by a loud noise that was coming closer…

"What is that?" Bon Bon wondered. "Is it a storm?"

"Oh, oh! I'm good at guessing games!" Pinkie shouted excitedly. "Is it a flying machine? Derpy built several of those."

"No…" Octavia muttered when the flying objects that were approaching Ponyville were coming in sight. "Those are… meteors?"

"They're going to crash in Ponyville!" a mare in the crowd shouted in a panicking voice. "Run for your lives!"

But the meteors didn't land in Ponyville. They flew past the city and past Sweet Apple Acres, before they finally crashed in the hills that surrounded the valley Ponyville was built in.

"That was exciting!" Pinkie grinned. "Let's go check'em out!"

"Why? They are probably just rocks," Octavia said. "What's so exciting about them?"

"But we don't even know what kind of rocks they are," Pinkie said.

"There are different kinds of rocks?" Bon Bon asked, raising an eyebrow. "And you know about them?"

"Well, duh! I WAS being raised on a rock farm," Pinkie replied. "Come on! Or else they're gone when we arrive there."

Bon Bon thought about it. "Oh, why not?" she finally smirked.

"You can't be serious…" Octavia frowned. "I expected as much from Pinkie, but you?"

"I'm just glad for some change in my daily routine," Bon Bon said. "It doesn't happen that often that a pair of meteors comes falling down from the sky."

"But think about how far away they have hit the ground!" Octavia sounded exasperated. "We'll need at least one hour of walking to even get there."

"Not if we fly!" Pinkie grinned.

* * *

Octavia held on as closely to Pinkie as she could. It's not that she liked being this close to her cousin, but it definitely felt safer.

"You comfortable back there?" Pinkie asked.

"N-not at all!" Octavia stuttered. "We're flying too high, this thing is too fast and sticky… how did you even get the idea of using a flying, pink cotton candy cloud as a mode of transportation?"

Pinkie giggled. "I dunno. It just seemed like a funny idea."

Bon Bon chuckled as she flew alongside the flying cloud that was carrying Pinkie and Octavia to the impact zone of the meteors. "Looks like you really improved your magic."

"Yeppers," Pinkie smiled. "The training helped me a bunch and Twilight's a real good teacher. Even though I must say most of the training spells she makes me use are kind of boring… so I came up with some of my own. I don't think she liked them, though."

"I can't imagine why…" Octavia muttered.

A couple of minutes later, the three of them landed on top of a hill. Below them was a small crater, created by the two meteors that lay in its middle.

Octavia jumped off the cloud. "Great… now I have cottom candy all over my flank…" she groaned.

"Oh! Want me to lick it off?" Pinkie helpfully suggested.

"P… Pinkamina Diane Pie! Unlike my sister, I am not THAT kind of pony! So keep your tongue away from there!"

"Aww… and I was starting to feel snacky…"

Together, they crouched down at the edge of the hill and peered down into the impact crater.

"Look," Bon Bon said. "There are the meteors."

"Oooooooh…" Pinkie murmured. She then giggled. "They look kind of funny."

"Pinkie… you think everything looks funny," Octavia sighed.

The two boulders weren't very big, just barely bigger than a pony. Their basic form was oval, even though one of them had a crystalline surface and the other one was littered with small craters.

"Let's take a closer look at them," Pinkie shouted excitedly as she bounced ahead.

"Pinkie, wait!" Bon Bon said as she caught her tail with her teeth. "The meteors… they are moving."

"They aren't just moving…" Octavia muttered. "They are… changing shape!"

And indeed, the two boulders had started twitching back and forth. A multitude of cracks formed on their surfaces, and then… they cracked open, revealing that the rocky surface was really just a shell. And on the inside of the meteors, two four-legged shapes stumbled to their feet. Together, the two creatures climbed out of the crater.

"Are those… ponies?" Bon Bon wondered.

"Wait a minute," Octavia said. "Are those…?"

Pinkie interrupted her cousin with her trademark gasp. "Inkie! Blinkie!" With a whoop of joy, she ran down the hill, as fast as a pink flash.

"P-pinkie!" Bon Bon gasped. "What are you doing? What if they are dangerous…"

"I doubt that," Octavia sighed as she stood up with a sigh. "Those are Pinkie's sisters, Inkie Pie and Blinkie Pie…"

"Her… sisters?" Bon Bon muttered, her head in a daze. She was very confused… what were the chances that in one day, she met not only one or two relatives of her marefriend, but a total of four.

"Hmmm…" Inkie muttered as she looked back into the crater. "We certainly have to improve on our landing…" She was the more mature-looking of the pair, and her light grey color made her resemble Octavia a lot. The rocky shell on her body was split up in several parts. Each of her legs was covered by a small part, as well as the back of her head. The biggest stone shell was on her backside, covering even her flank.

"Lighten up, sis," Blinkie said. "It could have been worse. We could have crashed into that farmhouse we saw on our flight here." Unlike her sister, she sounded more cheerful even if not as much as Pinkie. Her coat was mixed with a bit of blue and her rocky shell had a crystalline surface. "Oh, here's Pinkie now. Better be prepared for the usual," she grinned.

"Blinkie! Inkie!" Pinkie shouted again and again. "It's you! You're here! Ohmygosh ohmygosh… and I don't even have my welcome wagon with me. Now I need even more invitations… first Tavi than the two of you… this is the BEST DAY EVER!"

"Calm down, Pinkie," Inkie said in a calm voice.

Pinkie took a deep breath, and then another one for good measure. "But you're here," she said. "After all those years, you finally decided to pay a visit?" She then blinked and stepped back to take a closer look at her sisters. "Hey… you've changed."

"No, really?" Blinkie smirked. "You don't say."

Pinkie gasped again. "So YOU'RE the flying rocks? The zooming meteors? The crashing boulders?"

"Well, I did always tell Dad that if we keep living on the farm, we'd turn into rocks ourselves one day," Blinkie winked. "So we became rocks."

"Just like that?" Pinkie wondered.

Before either could give her an answer, Octavia and Bon Bon arrived at the bottom of the hill.

"Oh hey, talk about a family reunion," Blinkie said and waved. "Tavi! How's it going, cuz?"

Octavia rolled her eyes. "Why is it that everypony must mutilated my name?" she groaned. "Its Octavia! Octavia!"

"You don't like Tavi? Then how about Octy?" Blinkie suggested.

Everypony laughed at that, while Octavia's eyes started twitching. "Very funny…"

"And who are you?" Inkie asked Bon Bon. "A family member we never heard of?"

"Oh no," Bon Bon laughed.

"Girls, this is Bon Bon," Pinkie introduced her. "She's one of my friends from Ponyville… well, not one of my bestest best buddy-pals in the whole wide world, but still a pretty good friend." She grinned. "Oh, and she's Lyra's marefriend."

"Aww, so our sweet little unicorn cousin actually found somepony who's right for her?" Blinkie smiled. "I feel so happy for both of you."

"I wish I could say the same for me and Lyra," Bon Bon sighed. "Something awful has happened to her…"

"What? What happened to Lyra?" Inkie asked. Blinkie looked at the winged mare as worried as her sister, and so Bon Bon told the two rock ponies about what happened in the Everfree Forest several days ago.

* * *

They didn't know that they were being watched by a pair of attentive eyes. They belonged to two creatures that were crouching behind some bushes that were growing in-between two nearby hills.

"Ssssskeletor wasss right to sssend ussss here," Webstor hissed. "He will be interesssted to hear about thossssse rock poniesss."

His companion didn't say a word. The scaled, fish-tailed, barnacle-covered sea pony wasn't very happy to see those five ponies in particular. They reminded her too much of the pony she had been before. It made being a follower of Skeletor very… difficult.

When the meteors flew past Skeletor's new palace, he had believed it to be a sign of his master, a gift from outer space. So he had ordered two of his subordinates to investigate the landing site of the meteors. And those two subordinates happened to be Webstor… and Mer-Mare.

Mer-Mare thought about what Skeletor would do if they returned back and informed him that the meteors were actually transformed ponies that could be formed into new members of his growing army.

By joining his forces, she had ensured that Bon Bon would be left alone. There wasn't any other sacrifice she could make to ensure the well-being of her cousins. She had to delay the information from reaching Skeletor as much as she could.

"We need to return," Webstor said. "Need to tell Ssssskeletor about rock poniessss…"

"No!" Mer-Mare glared at him. "We won't go back empty-hoofed. Skeletor will be much happier if we bring one of those meteor ponies with us."

"But that wasssn't our order!" Webstor protested.

"Well, Skeletor made me the leader of this mission, so you have to listen to my orders! Understood?" she snapped.

"All right…" the spider-dog grumbled. Inwardly, Mer-Mare smirked. She was certain that the two of them weren't nearly enough to take on five ponies, at least four of which were sun-changed. The mission would end in a failure… giving her family enough time to escape before Skeletor himself appeared on the scene.

"Ponies to sssstrong to battle, to many of them," Webstor hissed. "We need to be ssssneaky…" He grinned. "Websssstor's venom will take care of them."

"What? No, wait…" Mer-Mare gasped, but it was too late. The transformed Diamond Dog had already started vanished underground, in a tunnel he was digging with his claws. And Mer-Mare couldn't even follow him, as his body was much smaller than hers, so she wouldn't even fit in the tunnel.

Webstor had always been the fastest digger among his old pack, even back when he was a regular Diamond Dog. Now that he had additional limbs, he could dig even faster. He came up right behind Bon Bon. In a swift move, he popped out of his hole to grab her…

"Look out, Bon Bon!" Octavia shouted.

The winged mare turned her head, but it was too late. The spider-creature landed on her back and wrapped all of his eight limbs around her body, hindering her from even using her wings. And before any of the other ponies could react, he opened his jaw and sunk his teeth in her neck. Bon Bon let out a small groan before her eyes spun up and she fainted on the spot.

Nimbly, Webstor jumped over to the next pony even before she hit the ground. "You are nexxxt, rock pony!" he cackled. He opened his mouth… and bit into the hard, rocky shell that covered Blinkie's neck. "Owwwwww!" he cried. "My teeth!"

Blinkie smirked. "Better luck next time, fang-face," she shouted as she jumped into the air, spun around and landed on her backside… effectively crushing Webstor between the ground and her own hard shell. The Diamond Dog let out a soft whimper before he lost consciousness. Blinkie jumped back to her feet with a smug grin.

"Hurry sis, there's another one over there!" Inkie shouted. "Quick, maneuver 21!" She quickly curled back up into her meteor form.

Blinkie quickly ran around her sister's rock form. "Here we go!" she shouted before giving meteor-Inkie a powerful kick with her hind hooves. Inkie was flung through the air, heading directly towards where Mer-Mare was hiding.

"Uh-oh…" the aquatic pony muttered. She turned around to flee, but Inkie came down faster than she could run away and smashed her into the ground. She didn't get back up.

Inkie turned back into her pony form. "Good job, Blinkie. We got her good." She then looked down at her fallen opponent, realizing for the first time who she hit. "Oh my… it's Lyra!"

"What?" Octavia gasped. "Lyra! My sister!" She extended her legs and ran over to where the sea pony was lying as fast as she could. "What did you do? Is she…?"

"She's fine, just knocked out cold," Inkie said. "Relax, you know we would never harm her. She's family, like you."

"Yeah," Blinkie nodded as she came closer. "Besides, she's on Skeletor's side now. We heard about it, even on the rock farm."

"I still can't believe it…" Octavia muttered as she knelt down next to Lyra. "My own sister, turned into this…"

"Hey everypony!" Pinkie shouted. "What do we do with Bon Bon? She's not waking up."

"In a minute, Pinkie," Inkie shouted back. Putting a hoof on Octavia's shoulder, she said: "Stay with your sister. Blinkie… you go on top of the hill and look for any others of Skeletor's crooks that might be nearby. We don't know if these were the only two."

"Got it, sis," Blinkie nodded as she ran up the hill. Inkie went back to where Pinkie was crouching next to Bon Bon.

"What are you doing?" she asked when she saw how her pink sister waved her hooves around.

"I'm trying to make Bonnie wake up with my magic," Pinkie explained.

"You can use magic?" Inkie asked in confusion.

Pinkie nodded. "Sure. Watch this… Oooooh, eenie meenie minie mew, let Bonnie be as good as new."

There was a flash of light and then… Bon Bon slowly opened her eyes. "Oooooh… my head…" she groaned.

"Yay, it worked!" Pinkie shouted happily. "Wakey wakey, Bonnie! Are you feeling better now?"

"Bonnie?" the winged mare muttered. "Who is that?"

Pinkie tilted her head. "Um… that's you, of course. Bon Bon… that's your name."

"What are you talking about?" Bon Bon asked as she stood back up to her feet. "What's going on? Who are you? Where are we?"

"Oh great, she forgot everything," Inkie sighed. "Pinkie, how often have you used this spell yet?"

"Um… counting today… once?" Pinkie grinned sheepishly. She then turned back to face Bon Bon. "Listen, you are Bon Bon, a pony from Ponyville. Remember the sweets you always make for Sugarcube Corner? Remember Lyra?"

"Would you stop babbling nonsense?" Bon Bon said. "I can't remember any of this."

"This isn't working," Pinkie groaned. "I've got to try another spell…"

"Please don't," Inkie said. "It's probably only going to make things worse."

They didn't notice that Mer-Mare had listened to their entire conversation. When Inkie hit her, she hadn't really been knocked out. She just pretended to be unconscious while in fact, she was able to hear everything that was being said. Feverishly, she tried to come up with a good way to end this forever. When she realized that Bon Bon had lost her memory, she felt devastated… but only for a moment. She realized that this might be the perfect chance to keep Bon Bon safe forever. All she had to do… was to make sure she'd never remember her as her marefriend. If she did that, there would be no reason for Bon Bon to endanger herself anymore. She could lead a normal life, back in Ponyville…

'Forgive me, Pinkie…' she thought. 'But this needs to be done…' She waited for the right chance… then she jumped up, completely surprising Octavia who had still knelt at her side. She then pounced at Pinkie Pie and pressed her down to the ground.

"Lyra?" Pinkie wondered. "Hehe… you really surprised me there. But this is kinda umcomfortable, soooo… can you get off my back now?"

"Silence!" Mer-Mare snarled. "Nopony move or I'll bite her head off!" she growled, baring her sharp teeth.

"Lyra!" Octavia gasped. "Stop that! She's your cousin!"

"She's not my cousin. I don't have any family. I'm the only one of my kind," Mer-Mare proclaimed. "Now step back!"

"That poor pink pony…" Bon Bon muttered. "That monster has her in its grasp."

"That's right, I'm an evil monster," Lyra growled. "Evil and vicious. You better not get in my way. You'll be sorry if you do, so go back in Ponyville! Forget about fighting for Equestria! Lead a normal life and you'll be safe from monsters like me!"

"Oh Lyra…" Pinkie sighed. "That's not going to work."

"Shut up! I'll cut your throat, I mean it!"

"Silly filly," Pinkie chuckled. "I know you only do this for Bon Bon because you love her."

"Th-that's nonsense!" Mer-Mare blurted out. "She doesn't even remember me."

"Maybe at the moment, but I'm convinced that deep inside her, she knows who you are. And you still care for her, that's why you want her to be out of danger. But she can't forget you that easily. She will always try to get you back, you know? That's what ponies do if they like each other."

"H-how could you know?" Mer-Mare felt like crying by now. "You know nothing about that… you only care about parties… and cupcakes… and silly pranks…"

"That doesn't mean there's nopony I love the way you love Bon Bon, silly," Pinkie smiled. "Trust me, I understand you."

At the same time, Blinkie saw from her watchpoint that Mer-Mare was threatening her friends. What she didn't see from her point of view was that she was pressing Pinkie down to the ground.

"All right, cousin or not, enough is enough!" she grumbled. "I'll knock her all the way back to the mountains if she keeps that up." She jumped down the hill and, in mid-air, changed back into her rock form. The Blinkie boulder kept on rolling down, straight towards Mer-Mare, who stood with her back to the hill and didn't see her coming.

But Bon Bon saw the approaching boulder. She knew that she only had moments to react before it hit the sea pony. 'What to do?' she wondered. 'Who do I help? The pink mare or the sea creature? What do I do?'

Then Octavia stepped next to her, putting a hoof on her shoulder. She whispered into Bon Bon's ear: "Whatever you do… trust in her. I've known her for a far longer time than any of you… and even though I wasn't always satisfied with her decisions, she still was my sister. In the end… I really think you are the best decision Lyra made in her life."

Blinkie started to roll faster and faster. It was only seconds before she would hit her goal.

Suddenly, Bon Bon gasped. "Lyra!" she shouted. Then, several things happened at once.

Pinkie Pie suddenly vanished from underneath Mer-Mare in a puff of smoke. The aquatic pony blinked. "What the…?" she muttered. Bon Bon then wanted to fly and push her marefriend out of the way of the rolling boulder, but before she did that, Octavia extended her two forelegs, grabbed her sister and pulled her out of the way, just before the boulder landed on the spot she had been standing on.

Inkie took a deep breath. "I think my heart stopped…"

"Woohoo, let's do it again!" Pinkie shouted after reappearing next to her sister.

"Let's not… Octavia muttered. She quickly wrapped her extended legs around the dazed Mer-Mare. "I'm sorry, Lyra… this is for your best."

Mer-Mare still stared at Bon Bon. "You… you remember?"

Bon Bon slowly nodded. "Yes… when I saw you there, I suddenly was afraid of you but I didn't know why… suddenly, I remembered your name. And after that, everything else."

"But… but… I didn't act at all like I usually do…" Mer-Mare said.

"No… but even though you look different and even though you tried acting like a monster… I could tell that none of this was for real," Bon Bon smiled. "No matter what you look like, you are still my Lyra, my sweetheart… and I love you, no matter what."

"And you are still our cousin," Pinkie beamed. Blinkie and Inkie nodded.

Pinkie then winked at Octavia. The cellist sighed. "Yes, you are my sister… but don't get me wrong, I'm still mad at you for several reasons."

"I know, I know…" Mer-Mare muttered. "You and Mom and Dad were never satisfied with what I did… moving to Ponyville, taking a marefriend…"

"That's… not what I meant," Octavia said. "While I really didn't like those decisions, they were your own. You are a grown mare, after all. What really upset me is that you made a whole bunch of idiotic decisions that almost caused you to get more distanced from Bon Bon than ever. You have a wonderful marefriend, for pony's sake… why do you want to throw that away?"

Mer-Mare looked back at her sister with wide eyes. "Octavia…"

"She's right, Lyra," Pinkie nodded. "You made some silly mistakes, but everypony makes mistakes. But in the end, everything is going to be all right. After all, we are one big, happy family, aren't we?"

* * *

In their dark mountain fortress, Skeletor and Trixie were watching everything that happened in Trixie's magic crystal orb.

"Those idiots!" Skeletor grumbled. "I give them one simple task and they screw it up." Through the crystal ball, he looked at the limp body of Webstor, still lying on the dusty ground. Then he looked at the trapped form of Mer-Mare, entangled in Octavia's limbs.

"Maybe we should just leave them where they are," Trixie huffed. "It's their own fault for not listening to your orders."

"No… as much as I dislike those moronic buffoons, I need every single soldier in my army," Skeletor grunted. "I guess I will have to go and save their incompetent flanks… again. You stay here and take care of things while I'm gone."

A simple spell, a flash of his horn and the evil sorcerer traveled all the way from his hideout to the hills near Ponyville, appearing right next to Webstor, who was just starting to stir.

"Incompetent fools!" he thundered, startling not only Webstor but also the ponies who were standing nearby. "Can't you do anything without messing up? Do I have to show you how properly take care of annoying troublemakers?"

"M-masssster…" Webstor jumped. "Websssstor wanted to return and report… but sssea pony refusssed."

"It's him, it's Skeletor!" Bon Bon gasped.

Mer-Mare felt a surge of panic. What if Skeletor would now take his revenge on Bon Bon? She was unable to save her, he was far too powerful… even if she wasn't trapped by her sister's limbs.

"So that's Skeletor?" Blinkie asked as she took a close look at him. "I've expected somepony more… threatening."

"Be silent, fool!" Skeletor shouted. "You will fear my name soon enough." He glared at Mer-Mare. "As for you, little traitor… I will deal with you later. For now, I will take care of more important things. You stone ponies… I am offering you to join my side. Refuse, and the rest of your family will be destroyed!"

Inkie and Blinkie exchanged a look. "Yeah… that's not gonna happen," Blinkie smirked.

"If you haven't noticed, we all are more than capable enough of defending ourselves," Inkie mused. "And we will also defend the rest of your family if you threaten them."

The sorcerer's eye glowed menacingly in the depths of his skull. "You dare refuse my generous offer? You mock me in front of my subordinates? For that insolence alone, you shall DIE!" He lowered his head and started to charge a powerful spell in his horn.

Mer-Mare gasped when she realized that the spell was aimed at none other than her marefriend. "Bon Bon… RUN!" she shouted.

But then Inkie and Blinkie jumped in front of her. "Allow us, friend," Inkie smiled. Both rock ponies then raised their front hooves, shielding themselves and Bon Bon with their rocky outer shells.

Then Skeletor fired his spell… a lance of destructive, purple energy. It hit Blinkie frontally… but was reflected by her shell. The spell flew sideways, hit Inkie, got reflected again… and flew right back at Skeletor.

"AAARGH!" Hit by the force of his own spell, the evil stallion was thrown back into the dirt.

"Ssssskeletor?" Webstor gasped. Using all of his eight eyes, he stared with disbelief at his fallen master.

"Wow!" Pinkie shouted. "That looked like it hurt. A lot."

Inkie smirked as she and her sister lowered their guards. "In case you haven't noticed, our rock hide is so tough that it can reflect even magic spells."

Bon Bon's legs were shaking. "Th-thank you…" she muttered.

"Think nothing of it," Inkie said. "As far as we are concerned, you are a member of the family."

Mer-Mare looked at Bon Bon. Her mind was in turmoil… she still was concerned about her safety, but today proved that there were more than enough other ponies willing and capable of defending her. So… was there even a reason to worry?

Skeletor grunted as he climbed back to his feet. "You… are going to pay for this… the pain I'm going to inflict upon you will be beyond words… but not today. His horn flashed twice, and in the blink of an eye, both Webstor and Mer-Mare disappeared.

"Lyra!" Octavia gasped as she looked down at her empty hooves. "What did you do to her?"

The skeletal stallion grinned. "All of my servants are attuned to me… with a relatively simple spell, I can summon them back to my hideout anytime I want. Did you really think I'm willing to lose one of my followers to the likes of you? Ha! The ignorant little sea pony will learn how follish it is to even think of defying me. She is my slave, now and forever!"

And with another flash of magic, Skeletor disappeared himself, accompanied by his evil laughter.

"No…" Bon Bon cried as she snk down to the ground. "Just when I thought I had her back, I lose her again…"

"Don't worry," Octavia said. "We will free her from him. Somehow, sometime."

"Wait a minute…" Pinkie said, twisting her body around to face Octavia. "You just said WE! Does… does that mean…?"

Octavia nodded. "Yes, Pinkie. I will join you and your friends in your efforts against Skeletor. I had no reason to do it before, but now he made it personal."

"YES! All right! I was hoping you'd come aboard, Tavi! This is great. I'll inform my friends and then we throw a super-duper welcome party at the castle and…"

Blinkie chuckled. "Still same old Pinkie Pie… please do us a favor and never change, sis."

"Nope, never!" Pinkie grinned. "By the way, will you be coming to the party too?"

"Actually… I was hoping we could join you as well," Inkie said. "That's the reason why we came here in the first place. As soon as Pop heard that you're a member of a team that fights for the safety of Equestria, he asked Blinkie and me: 'Why don't you two go and help your sister?' So here we are."

Pinkie's cheers of joy could be heard all the way to Ponyville.


	14. The Stench of Evil

The giant stone snake broke free from the earth, with glowing red eyes and a muzzle wide and open, as if it was going to devour all of Equestria. In a spiraling track, it crept all the way up the mountain top, and from there, gazed down at the helpless world below. And then… it froze.

A black, round object with red, rotating edges was floating nearby. Sitting inside the flying device were none other than Skeletor and Trixie. The dark master of evil stopped the flow of magic he had been pouring from his horn into the mountain to shape and control the giant snake. He grinned up at his finished masterpiece. "Now, Trixie… now my fortress of evil is finally complete. May all ponies who behold it shake in their horseshoes, and may all tremble in fear when they hear the name: Snake Mountain!"

Trixie lowered her head. "It is indeed a glorious monument of your power, my master," she said. "Soon, all the ponies of Equestria will be at your feet. Serving a dark lord of your greatness is truly an honor."

"Yes, and don't you forget it," Skeletor nodded. "Now, back to the throne room. We need to discuss our next steps in conquering Canterlot."

The saucer-like vehicle descended and flew inside the mountain, through an opening just big enough for it to fit through. It then landed in a big cave that was outfitted with lots of tools, weaponry and machine parts.

"My lord!" A three-eyed cyborg mare bowed down when Skeletor stepped out of the vehicle. "I hope ze Roton met your satisfaction. It is a vonderful machine, no?"

"It was… satisfactory. I am still surprised that a pony who used to be a photographer knows as much about machinery as you do, Tri-Klops."

"Photo Finish always had ze best equipment… now zat I, Tri-Klops, am in ze service of ze great Skeletor, it is only befitting zat I provide him with ze best equipment as well."

"Very well… keep up the good work, then. Loyal and hard-working servants will be rewarded."

Tri-Klops lowered her head again and then followed Skeletor and Trixie as they left the cyborg's workshop/hangar.

The corridor they were following lead them deep into the mountain. Over the past weeks, the underground base had been expanded, new tunnels had been dug and the whole place had been transformed from a mere hideout into a palace befitting a king of darkness. The throne room was intimidating to anypony who set hoof in it. The grisly throne seemed to grow out of the ground. Tall spikes and spires surrounded it and statues of monsters and demonic entities were standing on both sides of the room.

When Skeletor and Trixie entered, almost all of the remaining servants were waiting inside. The only one missing was Mer-Mare… who was currently occupying one of the fortress' dungeon cells. Everypony bowed down and waited until Skeletor sat down on the throne, with Trixie standing at his side.

"My loyal followers," Skeletor spoke in a booming voice. "It is about time we took back what is rightfully mine! With Celestia gone and Luna reduced to nothing more than a squawking nuisance, Canterlot will soon fall. We shall reduce the castle to rubble, and Snake Mountain will be the seat of power for the new ruler of Equestria!" He stood up to his full height, his eyes and horn glowing with raw power.

Of course, his servants knew what he expected them to say. As one, they began to cheer: "All hail Skeletor, future king of Canterlot and all of Equestria!"

Skeletor then raised a hoof and everypony became silent once again. He sat back down. "We have assembled some of the most powerful sun-changed in existance. Twilight Sparkle's little medley of circus clowns won't be a threat to us. Still, we need to be cautious. To bring down Canterlot's army, we need raw power. Faker… is your queen willing to support us with troops?"

"Um…" The changeling scratched his head. He knew it was never a good thing to bring bad news to a powerful overlord such as Skeletor. "My apologies, Lord Skeletor… but Queen Chrysalys is not convinced that your own power will suffice. Her Highness refuses to let her soldiers fight in an open war until you can prove to her that your powers combined will be enough not just to win, but also to reduce the losses to a minimum."

"WHAT?" the dark lord thundered. "Unacceptable! How dare she put the welfare of her lowly underlings above my glorious dreams of conquest? I offered a hoof in partnership… I offered her one half of Equestria so she and the rest of you changelings have more than enough ponies they can drain to feed. And this is how she thanks me?"

"A thousand pardons, oh Great One…" Faker whimpered as he crouched down, fearing the sorcerer's wrath. "But I am merely the messenger…"

"The nerve!" Skeletor snorted. "The impertinence!" His legs were trembling with anger. He had all sorts of insults and indignities for the changeling queen. The only reason why he kept them for himself was that even though he was a maggot in his eyes, Faker could still report them to his queen… and for now, Skeletor depended on her aid. So he calmed himself and sat back down on the throne. "Very well… then we need to follow our alternate plan. Before conquering Canterlot, we need to take over Crystal Castle and acquire the magical secrets stored in there… I will gain more power than anypony ever dreamed of, and afterwards… with the assistance of your queen, of course," he grinned in Faker's direction. "We shall reduce Canterlot to rubble!"

"A truly brilliant plan, my master," Trixie smiled. "And I am certain that you already know how Princess Luna's castle can be conquered in the easiest way…"

"Of course," Skeletor said. "But as you seem so intent on serving me, I shall let you share your own ideas with us first."

Trixie stopped herself from grinning smugly. Of course Skeletor had no idea how to take over Crystal Castle. Not only was it protected by the bearers of the Elements of Harmony, but also by Princess Luna herself, who still had all of her powers as long as she remained inside the castle. But over the past few days, she had been working on a plan that had a quite good chance of being successful, in her opinion.

"You are too generous, master," Trixie said. She then stepped forth, in front of the other servants. "You all know the ponies that wield the Elements of Harmony. You all had your experiences with them in the past. You know that they will do anything to help other ponies in need and that the safety of Equestria and their friends comes before their own. Together, they are a formidable force to be reckoned with." No one pointed out that just minutes ago, Skeletor had just said the opposite, calling them circus clowns… but nopony objected. Not even Skeletor himself.

"So the best chance we have is… to split them up. Divide and conquer, as they say. We have to create a disaster in a different part of Equestria, a disaster that will catch their attention. And when they rush to take care of it, our main forces can attack Crystal Castle at the same time. Without Twilight Sparkle and her friends, Princess Luna shall fall before our combined might. Allowing you, my lord, to acquire the castle's secret powers for yourself." She bowed in Skeletor's direction.

"Not too shabby, that plan," Beast Bird admitted.

"Yeah," Whiplash grinned. "We shall smash puny pony princess Luna!" To underline his words, he pounded the floor with his mighty tail.

"But… what kind of disaster can we create?" Stinkor asked.

Trixie smiled. "I'm very glad you asked, dear Stinkor. As it will be you who plays the most vital part in this plan." Using her magic, she conjured up a big map of Equestria. "See here? This is Whitetail Wood. A calm forest on the opposite side of Ponyville than the Everfree Forest, where Crystal Castle is situated. You will go there and make use of your powers… create a stench so horrible that it will be noticeable even in Ponyville. Do whatever else you can do. Destroy trees, hunt the wildlife, pollute the area, I don't care… as long as you catch their attention. In the meantime, the rest of our forces will gather near the Everfree Forest. And this time, we won't enter it from Ponyville's side, but from the mountains. Twilight Sparkle's little troop can't be at two places at once. Either they only take care of one problem at once, or they split up… reducing their numbers as well as their threat."

"A well-thought-out plan indeed," Skeletor nodded. "Excellent job, dear Trixie… and since I am so proud of you, I will give you the honor of leading the attack force on Crystal Castle."

"I am honored, my lord… wait, what?" Trixie's mouth hung open as she realized what Skeletor had just said. She wanted to be on the winner's side, but could she risk endangering herself by fighting Princess Luna on her home turf? She was certain of a victory, but she assumed Skeletor would keep her in Snake Mountain, where it was safe.

"You heard your mission, Stinkor…" Skeletor said as he leaned forward in his seat. "Do you have any objections?"

The skunk-like pony chuckled. "Oh no, master…" she grinned. "It'll be my pleasure to cause the biggest stink I've ever caused."

* * *

The purple light of the comet had changed most ponies' lives a lot. Most were forced to stay awake during the night if they didn't want to be transformed. And even those that already were changed wished nothing more than to have the old, glorious, golden rays of sunshine back which Celestia had always provided them with.

But even though it wasn't the same sunlight as before, Fluttershy still preferred to spend most of the bright day active instead of the dark night. As a being that was now more plant than pony, she needed water and fertile soil, but also sunshine. So she spent most of the night in the warm embrace of the willow tree in front of her cottage, only to come back out at sunrise, caring for all the animals that still were dayactive. Naturally, this behavior distanced her even more from the ponies of Ponyville. Back when she was a pony, she used to love to go shopping and meet her friends in town… now the streets were empty and the only way she could buy everything she needed was to wait until sunset, which always left her a bit tired and weak.

But Fluttershy tried not to be too bothered by this. "After all, I still have my friends," she told a worried Angel. "They come to visit me quite often. And Applejack comes here every day to help me take care of my tree." She smiled. "Nopony knows how to handle a tree with care like Applejack."

And with those words, the littly pony dryad went on with her daily life, preparing the food for her friends in her kitchen.

Suddenly, she looked up from her work. "Something's wrong," she muttered. She could feel something was off… a nagging feeling that was gnawing at the ends of her roots. Cautious, with spread wings and a twitching tail, she walked outside. Everything seemed just fine… the sun was shining, the birds were singing, her animal friends were playing, there was a soft breeze…

Fluttershy nearly gagged when the wind carried a horrible smell past her. Never before in her life, not as a dryad or a pegasus, had she ever smelled something this bad before. "Oh… oh my… goodness…" she managed to bring out. She covered her mouth and nose and looked west. "Where is this awful stench coming from?"

And then she knew. She knew why she was so anxious, so worried, so concerned. Somehow she was able to feel that something very wrong was going on… something or somePONY was doing something awful to nature. Fluttershy had no idea how she was able to tell this, she just knew it. And wherever it was… it was where the bad smell was coming from.

"It's coming from the west…" she muttered. "And that means…" She gasped. "It's coming from Whitetail Wood! Oh my gosh, oh my gosh… all those poor little animals living there… the birds, squirrels, deer, mice, badgers and foxes… I must get to them. I must help them!"

She quickly ran outside and was going to spread her wings, when she saw Applejack coming up the road.

"Howdy, partner!" Applejack smiled. "You had a good night's sleep in that tree of yers, Fluttershy? Well then, let's take a look and see if it's as fine and dandy as always."

"I'm sorry, Applejack," Fluttershy apologized. "But I really can't stay around. There's something terrible happening in Whitetail Wood as this exact moment, and I need to go and help all the helpless woodland animals."

"Whoa there, nelly! Hold yer horses there! What's this about trouble in Whitetail Wood? That's where Rainbow and I participated in the Running of the Leaves, right? How can you tell what's happenin' there?"

"I don't know, I… just know! Please, Applejack, I have to go. Don't you smell it?"

AJ sniffed a bit, then she made a face. "Phoooey, that smells even worse than rotten and worm-infested apple cores. Whatever's happening there, it ain't natural. Yer sure you don't want me to help."

"I'm sorry… but I can't wait now. I have to fly there as fast as I can." And with those words, she flew off, leaving a bewildered Applejack behind.

"Something fishy's going on," the cowgirl muttered. "And ah'm sure not letting Fluttershy handle this all on her own. Ah'll go and tell the others and…"

"Applejack!" somepony shouted. It was Rainbow Dash. The speedster landed next to Applejack, wearing a leather belt around her waist, with the Static Rod strapped to it. Also, she was surrounded by the slight flickering of a force field, which protected her against the changing rays of the sun.

"Rainbow! Good thing yer here. Fluttershy left on her own, into Whitetail Wood. Ah'm afraid something dangerous is gonna wait for her there… we need to go after her and help her."

"But we need her and your help somewhere else," Rainbow insisted. "Twilight sent me… Princess Luna sent her a message just a few minutes ago. Crystal castle's under attack. The princess needs our help! The others are on their way, but Twi sent me ahead to inform you guys."

"Oh ponyfeathers…" AJ groaned. "When it rains, it pours… ah don't know if we can bring Fluttershy back here soon. Something's endangering the forest animals, and you know how she gets when that happens."

"Just great…" Rainbow groaned. "Okay, I'll go after her. You wait here until the others arrive." And then she sped off, as fast as a flying bullet.

* * *

Unlike the Everfree Forest, Whitetail Wood had always been a pleasant, bright place, with no monstrous creatures that could disturb the peace. It had been one of Fluttershy's most favorite places to go to, since this was the exact same forest in which she fell after falling down from Cloudsdale as a filly. This was the very first place on the solid ground that she had seen, and she had always treasured it as a beautiful place of nature.

She barely recognized it when she arrived after following the trail of the bad aroma.

Animals were flying in a wild panic from the toxic stench that was even worse for their sensitive little noses. Flowers and other plants started to wilt after being exposed to the toxic fumes. And the plants that didn't wilt were trampled or sliced apart by the claws of an unknown, ferocious attacker.

"I don't believe this…" the shy dryad muttered to herself. "This is horrible…" She landed in the middle of a ravaged clearing. All around her were the remains of shredded bushes. She then heard violent coughing and followed the sound until she saw a beautiful bluebird lying on the ground. The poisonous gases that hung in the air had been too much for him, he looked like he didn't even have enough strength left to fly.

"You poor, poor thing…" Fluttershy said as she gently picked him up, using her leaf wings to shield him from the fumes as best as she could. "Who on Equestria could have done such a thing?"

"You're looking for me, buttercup?" a raspy voice behind her asked.

Startled, Fluttershy spun around and was faced with Stinkor. The disfigured mare chuckled behind her gas mask. "Take a good look around you… this is all my doing. And I'm going to do much more."

"But why?" Fluttershy was devastated. "How could you do this? All those beautiful flowers and majestic trees… those poor, defenseless animals… Have you no heart?"

"Heart?" Stinkor laughed bitterly. "Maybe. I don't care anymore. All I know that I can't stand all those pretty, pesky things… Do you have any idea what it is like to look at all of this? Beautiful flowers, colorful birds, happy animals… it's like nature wanted to make fun of me." She gritted her teeth. "I used to be beautiful… but take a look at me now! What remains? A horrifying monster, nothing more. Why did I have to give up my beauty while the plants and animals stay the same? Why couldn't the light affect them too? It's just not fair!" she shouted.

"You poor pony…" Fluttershy said. "I'm awfully sorry for what happened to you. I wish there was anything I can do to help you."

"Well, too bad! There's nothing that can be done, daffodil. I'm stuck like this… but if I can't be beautiful anymore, neither shall these woods." Grinning like a madmare, she pawed the ground, the sharp claws ripping the soft soil open and the grass apart. "I will lay waste to everything…"

"You can't be serious!" Fluttershy gasped.

* * *

"Applejack, there you are," Twilight said. "Wait a minute… where are Rainbow Dash and Fluttershy?" The unicorn was already in her transformed state. Spike was standing next to her, grown and ready for battle… even though he had a hard time keeping his eyes off Rarity, who stood nearby, a dragoness that was as beautiful as she was deadly in battle. Pinkie was talking to her rocky sisters, while Derpy showed Bon Bon her latest invention, the Road Ripper: A tri-wheeled, fast vehicle with several laser cannons at the front.

"Fluttershy couldn't make it in time… she's in Whitetail Wood. Rainbow's flying to get her, but I dunno how fast they can be here."

"We can't wait any longer," Bon Bon said. "Just before you arrived, I did a little scout flight. And I saw Skeletor's goons coming from the other side of the forest. I don't think Princess Luna will be able to deal with all of them at once."

"Then we have to go without them. We will pick up Zecora at her hut. Everypony else is here, hopefully that will be enough."

"What about Tavi and her DJ friend?" Pinkie asked. "Didn't they want to come?"

"They both agreed that they need to improve their battle skills, so they agreed to stay behind in Canterlot, in case my brother and the rest of the guard need some help with defending the castle from any surprise attacks," Twilight said.

"No problemo, Twilight," Pinkie smiled. "The assembled Heroic Warriors are ready to roll out."

"The… what?" Inkie asked her sister, raising an eyebrow.

"That's us, the Heroic Warriors," Pinkie said with a grin. "I thought our team needed some sort of cool name, so I came up with one of my own. You like it?"

Rarity rolled her eyes. "Darling, I think we have more important things to think about than naming our group."

"Okay, I think this is enough smalltalk… you all ready?" Twilight asked. All around her, everypony nodded.

"Then let's go… for Equestria!" Twilight jumped on Spike's back and raised her sword.

And the Heroic Warriors ran into action.

* * *

"Oh please don't…" Fluttershy shouted. "I'm begging you, don't do this. It's not their fault that you look like this."

"I don't care!" Stinkor yelled and released yet another cloud of poisonous fumes. The cloud of stench surrounded Fluttershy and the smell became almost unbearable. In the soft grasp of her wings, the little bird started coughing even harder.

"Stop it!" Fluttershy shouted. "He'll die if you keep this up."

"Fine, let him die. One less annoying creature on this world. One less stupid bird that shoves his prettyness and melodic voice in my face. Songbirds are the worst of all… I had such a beautiful voice… the ponies loved me for it. Seeing them at my concerts, hearing them shout my name… it always made me so proud of myself…" Fluttershy looked closer at the skunk-pony. Was there a tear in one corner of her eye? "But this is over… no more… NO MORE!"

With a powerful leap, Stinkor vanished in the foliage above them. Fluttershy didn't see her anymore, but she heard the panicking chirps of young birds flying for their lives.

"No…" she whispered. Then she narrowed her eyes. "You won't hurt them."

She gently put the bluebird onto a soft patch of grass… then she extended two vine-like tendrils from her mane and pulled herself up into the trees. She lowered herself down on a branch, directly in front of the surprised Stinkor.

"I could understand that you are feeling bad and that seeing those beautiful things around you is horrible for you… I could even understand you if this was just a small little tantrum. But you didn't just cause a stench and trample a few flowers… you endangered my friends! And you do not, I repeat, you do NOT! HURT! MY! FRIENDS!"

And she gave the skunk mare the fiercest stare she had ever managed up to now.

Stinkor started to sweat. The stare out of those green, shining eyes was unnerving. She wasn't really afraid, but it was giving her the chills. A pony like this… changed by the sun… not into a monster, but into a delicate flower creature… and yet she was able to look so fierce, so determined. It was unfair…"

"Such eyes… such beauty in those eyes… you little dandelion… not fair… it's not fair… IT'S NOT FAIR!"

Fluttershy gasped when something happened that had almost never happened before… a creature resisted her stare!

Stinkor roared as she jumped at the moss mare, slashing at her with sharp claws. Fluttershy pulled herself to safety with the use of her vines. With an angry snarl, Stinkor leapt up and cut through the vines.

Fluttershy winced… that really hurt. It was the first time plant parts of her had been damaged. Unable to hold herself up any longer, she fell through the branches and on the ground. Before she could stand back up again, Stinkor landed on top of her, pressing her down with all her power.

"You silly little pansy… you think you're so much better, so much prettier than me? I'll shred that mane of yours to pieces… I'll make a salad out of your wings…"

Never before had Fluttershy been as afraid as she was now. Her stare didn't work, a ferocious pony creature pinned her to the ground, and the horrible stench of her opponent was taking away her breath. The dryad coughed a few times as she felt her strength being drained away…

"Please…" she wheezed. "Please…"

* * *

In the meantime, the Heroic Warriors had arrived at the main gates of Crystal Castle, where all of Skeletor's troops were already waiting for them. Luna was standing on top of the castle and fired potent spells at them.

"Return fire!" Trixie shouted, and she and Tri-Klops returned the favor by firing their own spells and laser beams. Meanwhile, Clawful and Whiplash pounded against the closed gate with all their strength. Up to now, it didn't budge.

"For the princess!" Twilight shouted as she and her friends met the evil warriors in battle. Bon Bon and Zecora started an attack from above, but Faker and Beast Bird welcomed them with bared teeth and claws.

"Get away from that gate!" Derpy shouted as she rode the Road Ripper towards Clawful and Whiplash, shooting her guns. The Diamond Dogs yelped as they scattered.

"You vant a laser? I'll give you a laser!" Tri-Klops chuckled as she rotated her visor to shoot a broad laser beam at Derpy. The inventor gasped as she was blasted out of her seat. The Road Ripper crashed into a tree and fell over.

"Okay, I'll be very angry if there's only one scratch on it," Derpy muttered as she jumped to her feet. She spread her wings, showing off her laser bolt guns. Both she and the cyborg then exchanged fire.

Clawful and Whiplash wanted to run back to the gate, but then, in a large puff of pink smoke, two boulders appeared that quickly reformed themselves into a pair of ponies. "Going somewhere?" Blinkie smirked.

Trixie still focussed on her fight with the princess. She grinned smugly when Luna's attacks seemed to become weaker. She looked up and saw that the princess was worn out, barely able to stand on her four legs. But just as she prepared to deliver the final blow, Spike and Twilight came down from above and landed in front of her. "Stop right there! Whoever you are, this is as far as you go!"

Trixie chuckled. "Don't recognize me, do you? I guess it's hard to see the feeble stage performer in me… the comet turned me into so much more. I don't need an ancient artifact to boost my magic, Twilight Sparkle. Unlike your new self, I am wearing this new face of mine forever. Say hello to the all-new, all-better GREAT AND POWERFUL TRIXIE!"

"Trixie…" Twilight's eyes widened when she recognized the showmare. "You are one of Skeletor's minions?"

"Not just any old minion," Trixie boasted. "I am his advisor, his personal court sorceress, his second-in-command. What do you say? A nice promotion from what I used to be, isn't it?"

"Is that the only reason, Trixie?" Twilight sadly asked. "What did he promise you to keep you at his side? A safe place where you aren't discriminated for your changed color?"

"No…" Trixie hissed. "He promised me… revenge!" A searing hot fireball appeared at the tip of her horn and then flew at Twilight. However, before it could reach its destination, Spike simply swatted it out of the air.

"I never liked you, Trixie," he grumbled. "And you didn't get any smarter than the last time we saw you… firing a fire attack at a dragon? Not very smart at all. Now what do you wanna do? Try and fight Twilight and me at once?"

"No…" Trixie muttered. "I'll fight you… with the help of my newest minion." She focussed her magic and a glowing pentagram appeared in front of her.

"What's she doing?" Spike asked in surprise.

"I… I don't know," Twilight admitted. "But I sense a lot of power…"

"Appear before me!" Trixie shouted. "The great and powerful Trixie summons you… Draco!"

And with a loud roar, a dragon rose out of the pentagram. But it wasn't just any dragon… it looked like it was made of stars.

"Twilight!" Spike gasped. "Th-that almost looks like… the Ursa you banished."

"It's a constellation beast…" Twilight muttered. "But how? Back then, she couldn't even defend herself from an Ursa Minor… and now she summoned a Draco all on her own?"

"Poor little Twilight!" Trixie laughed as she sat on the Draco's back. "The comet's light gave me a gift… it made my magic stronger than ever. Strong enough that I might even be able to beat you!"

"We'll see about that…" Twilight muttered. "Ready, Spike?"

Spike's only reply was a loud roar as he flew at Trixie and her constellation beast. The Draco replied with a similar roar, and the battle was on.

From above, Luna watched the battle. Her own battle had exhausted her, but now that Twilight and the others were here, she had new hope. "Fight, my friends…" she muttered. "I believe in your strength…"

* * *

"Get your dirty paws off her!" Rainbow shouted as she suddenly came dashing into the clearing. One swing of her static rod, and Stinkor flew off Fluttershy's back.

"You okay, Fluttershy?" Rainbow asked as she stood in front of her friend.

"Y-yes…" the dryad coughed. "Just give me a minute to catch my breath…"

"You want to protect the little weed?" Stinkor growled as she stood back up. "Fine with me… I'll shred your wings to pieces as well. Grass or feathers, doesn't really matter to me."

"Lay one more claw on her and you'll be sorry, punk," Rainbow snarled, twirling her rod around.

"Oh Rainbow Dash… please be careful, she's dangerous," Fluttershy said.

"Don't worry," Rainbow said. "I've had loads of training with this baby ever since Derpy first gave it to me. Hey, stink-breath! You wanna see my progress?"

"Arrogant little pegasus," Stinkor grumbled. "Waving a little stick around won't save you from me." And she ran at Rainbow Dash to attack her with her claws.

Rainbow quickly moved the static rod in front of her face and blocked Stinkor's attack. "That's strike one!" She leapt over a second claw swipe. "Strike two!" Stinkor opened her jaws to sink her teeth into her opponent's leg, but Rainbow quickly moved her rod so all the skunk pony's teeth hit was solid metal. "And strike three!" Rainbow smirked. "Any other moves you wanna try?"

"Just this one…" Stinkor growled as she released another stinking cloud, directly in Rainbow's face. The pegasus coughed when the toxic fumes entered her nostrils. "Oooh you… *cough cough* You dirty little coward… I'll show you… urgh…" She gagged. "Oh Celestia… I think I'm gonna be sick…"

Stinkor was ecstatic that she managed to take the bostful pegasus by surprise. It took all of Rainbow's willpower not to vomit on the spot, and that was all the distraction Stinkor needed. This time, she would not be able to block her attack. She got ready to leap at her…

And was very surprised when Fluttershy stepped in front of her friend. "I think that's more than enough trouble you've caused," she sternly said. "I won't let you hurt my friends anymore."

Stinkor grinned. "What are you gonna do, dandelion? Blow some pollen in my face? I think you need some more of my stench of evil…"

But when the next gas cloud came at Fluttershy… it floated right past her and Rainbow Dash. Stinkor was shocked when she saw that the plant pony was surrounded by a shimmering aura of green. The butterfly-shaped petals on Fluttershy's flank were wide open and released a steady stream of pleasant perfumes.

"Your bitterness has made you so angry and so jealous of nature's beauty that you failed to realize that nature is by no means weak and helpless." Fluttershy said. "You might be able to produce clouds of horrible stenches, but the smell of the trees, the flowers, the forest itself can overcome any bad smell." Rainbow looked at her friend with awe. Where was the shy little pegasus that barely had enough nerve to talk to strangers?

"If I can't overwhelm you with my stench, I'll just rip you apart with my claws," Stinkor growled and leapt at the dryad. But then, a pair of vines came growing out of the trees and wrapped her up, leaving her dangling over the ground.

Stinkor squirmed in the vines' grasp. "Put me down! Get those things off me! Gah!" She winced when the smell of the flowers reached her snout. "Make it stop… I can't stand that smell anymore… take it away… TAKE IT AWAY!"

"No!" Fluttershy said. "You will leave this forest… you will return to your dark master and never return. And you will tell him this: The forests… no, all parts of nature may not be under Princess Celestia's protection anymore. But as of today… they are under MY protection! Remember that well!"

With one simple nod, she commanded the vines to throw Stinkor to the ground. The skunk pony couldn't climb back to her feet and run away from the scene fast enough. Just a few minutes later, she had left the forest behind and was on her way back to Snake Mountain.

"Fluttershy…" Rainbow said in a voice full of awe. "That was truly awesome! But… I don't understand. Why doesn't she like the aroma of your flowers? They smell so nice…"

"I think I know why," Fluttershy sighed. "The cursed sunlight transformed her into this monster… forced her to be surrounded with that bad smell she produces forever. Maybe she got so used to the bad smell that every good smell is now… bad for her."

"Almost makes me feel bad for her," Rainbow muttered. She then looked around and saw the destruction Stinkor had wreaked up to now. "But what she did here… that's something no normal pony would have done. Unforgivable!"

"The forest will need some time to heal," Fluttershy said. "Maybe I can help speed the process up… and help the animals come back home. But first, we need to get rid of the remaining toxic clouds… can you help me, Rainbow?"

The speedster smiled. "Anytime you ask, Shy."

And with that, the two pegasi took off and started clearing the forest from the bad clouds, blowing them away with their wings.

* * *

Trixie gasped when the shield she had erected broke under the assault of magic projectiles Twilight was firing at her. At the same time, her Draco howled in pain when Spike spat searing hot dragon fire at the constellation beast. It got even worse when a smaller dragoness flew up next to him and added her own stream of blue dragon fire.

Hastily, Trixie looked around. The situation didn't look very good. Applejack was smashing her metal hooves into the scaly body of Whiplash, throwing him back and into Tri-Klops, causing the cyborg pony to lose her aim on Derpy. At the same time, she heard Faker's yelps as the changeling was stung again and again by Zecora the bee-zebra. On the other side of the battlefield, Inkie and Blinkie were playing volleyball with the battered body of Webstor.

She grimaced. "I had no idea they had so many warriors… and I hoped Stinkor would distract even more from us. If only Skeletor had fought alongside us, we could have easily won…" She mumbled a few curses and then shouted: "Attention, minions of evil! Retreat! All troops, return to Snake Mountain!"

Her Draco flew up into the air, away from the twin streams of fire and the barrage of magic spells. All over the battlefield, her allies took their best chances to run away from the fight.

"Stop!" Bon Bon shouted. "You're not getting away that easy… tell me where you're keeping Lyra, now!" And she fired a couple more energy bolts at the retreating Beast Bird.

"Ask the fishes!" Beast Bird grumbled as she flew a loop, grabbed Bon Bon from behind and threw her down into a small pond in the forest. She smirked when the neo-pegasus came back up to the surface, sptting water, her feathered wings wet and soggy. "Next time, loser!" she shouted and flew after her fellow minions.

"Shall we go after them?" Spike asked. "I can catch up with that fake dragon in no time, no problem at all."

"I don't doubt that, Spike," Twilight said. "But we need to make sure Princess Luna is all right."

"Besides, I don't really think you are in a condition to fight much longer, my dear Spikey-Wikey," Rarity said with worry as she looked at the burns and bruises Spike had received during the fight. "That nasty thing left sooo many scratches on you… We need to get you back in shape, my poor, brave dragon."

A silly grin appeared on Spike's face. Rarity's words were enough to make his insides feel like molten butter. "Whatever you wish, my love…"

"Spike's not the only one who needs to be patched up…" Derpy muttered.

"Is there another pony with a wound?" Zecora gasped. "A healing remedy shall be found."

"Not a pony… but just look at my Road Ripper!" Derpy complained. "I'm going to need at least three hours to repair all of the damages done to him."

Zecora was not the only one to roll her eyes.

Spike carried Twilight up, where she jumped off his back, landing next to Luna. "Princess! Are you all right?"

"Yes," the princess of the night nodded. "Thanks to all of you, I am. I can use all of my powers here in the castle, but the comet's light made my attackers so much stronger that I couldn't fight them all off. But for now, Skeletor's forces have been repelled."

"But what if they come back?" Spike asked.

"Then we'll be ready for them, Spike," Twilight said. "We will protect Crystal Castle, Canterlot and all of Equestria from any evil that might threaten it. Because we are… the Heroic Warriors!" And she struck a heroic pose.

"I knew you'd like the name!" Pinkie cheered.


	15. Into the Snake's Den, Part One

Big Macintosh was standing at the edge of Sweet Apple Acres' biggest apple orchard, the north field, gazing up into the nearly cloudless sky, at the pale moon. Working in the middle of the night was still something he had to get used to. But that was not what was on his mind at the moment.

'Ah'm the first to admit that ah'm not the smartest pony around,' he thought to himself. 'Ah could never think of any of the helpful stuff Twilight an' Derpy are comin' up with. Neither could ah hope to be as well-spoken, cultured or skilled in politics as any of those posh Canterlot ponies. Ah'm just a farmer who wants to do his best to help society. I work hard on the apple field so Ponyville is supplied with the apples mah family was growing here for years. And mah family is more important to me than anything else…'

He lowered his head as he thought back to the moment when he was smashed into the barn by the powerful tail of the sun-changed lizard diamond dog. Up to that moment, he had always been able to solve all problems that relied on powerful muscles. Big Mac wasn't really a very proud pony. He was thankful that his strength made his work easier for him, that was all. He didn't even have to work out to stay in shape, the work on the fields was more than enough. Still, that moment had been the first time ever he had an encounter with someone stronger than him. Even worse, it was someone who threatened his family. And he had been unable to help…

'Those are dangerous times,' the stallion realized. 'And if I can't even protect my family… then what can I do?'

Before he was able to find an answer for himself, his sister's strong voice pulled him out of his thoughts. "Big Mac, what the hay are you doin' over there? Daydreaming? In case you haven't noticed, the cart is full of apples, so bring them over to the barn, willya?"

Big Macintosh shook his head. "Ah'm mighty sorry, Applejack… ah was just… thinkin."

Applejack wanted to make a snippy remark that he shouldn't think too hard over some simple task like carting apples around, but she could tell that something was bothering him. The iron-hoofed ranch girl walked over to her brother and gave him a sisterly nudge. "C'mon, big bro… tell me what's on yer mind. I can tell yer kinda distracted today. Ain't that right?"

Big Mac nodded. "Eeyup."

"So… what is it?"

The stallion hesitated a bit before replying. "Ah've been thinkin… of joining the army."

Applejack just stared at him for a couple of seconds. Then she gave him an angry glare. "Have you lost yer mind or sumthin'? D'ya know what that entails? It means leavin' the farm and yer family behind. Is that what ya wanna do? Leave yer sisters and granny behind to do all the hard work to protect a bunch of snobby Canterlot nobleponies?"

Big Macintosh frowned. "Not jus' Canterlot, sis… each and every single one of you. Ah wanna be strong enough to protect y'all… and as we all saw, ah'm not strong enough at the moment. Ah've been thinkin about it for a long time, AJ! Much longer than I ever spent on thinking about something. And ah really think that I'd make a fine soldier. Ya told me so a couple of times, don't you remember?"

"Yes, but I also said that staying around and helping with the farm was more important," Applejack shouted. "Just because you'd be good at something doesn't mean ya HAVE to do it! Ah thought you'd have enough sense in that thick head of yers to realize what a bunch of hooey that is! Get that ridiculous idea out of yer mind!"

He shook his head. "Nope, no can do, Applejack! Normally, I would agree, but these past days were hardly normal, were they? Ah'm always ready to do whatever needs to be done at any hour. And right now, an apple farmer isn't what's needed. To protect my family… I need to be a strong soldier." He slowly trotted away, leaving the half-full apple cart behind.

"Don't you dare walk away from me now, Big Mac!" Applejack yelled after him. Angrily, she stomped her iron hooves on the ground, so hard that the trees next to her started shaking. "Ah'm not done talking to you! Get back here this instant!"

"Let him go."

Surprised, Applejack turned around to see her grandmother standing there. "G-granny? How long have you been standing there?"

"Long enough to hear everything," the old lady said as she came closer on shaky legs. "Just let the boy go… he already made his decision."

"But… you can't be serious… are you sayin that you agree with what he said?"

"Every pony has to find his or her own way in life," Granny Smith said softly. "D'you recall the day when you left for Manehattan to stay with Uncle and Aunt Orange? D'you remember how Bic Macintosh acted that day?"

Applejack's expression grew softer. "Y-yeah… he was… sad. He didn't say a lot of words, but he didn't need to. All I had to do was to look into his eyes to see him pleading… pleading that I'd stay here at the farm."

"And still you left," Granny Smith said. "And even though he knew he'd miss you, he didn't try to stop you. He came to see you off because deep in his heart, he knew the same thing I knew… that you were just following your heart. And even though you didn't exactly have the best time in Manehattan, it made you realize the true place where you belong." The elderly pony smiled as she gently rubbed her granddaughter's cheek with her hoof. She nodded towards the three apples visible on AJ's flank. "Your cutie mark is proof enough for that. And make no mistake, Bic Macintosh loves his home, the work on the farm and his family more than anything else. Give him time, and he'll be back soon enough. You'll see…"

"Ah suppose you're right," Applejack muttered.

Just then, Apple Bloom came up behind her sister and grandmother. "What are y'all doing here?" she wondered. She then saw her brother walking away in the distance. "Hey… where's Big Mac going?"

"Ah suppose… he's doing what his heart is telling him to do," Applejack said, putting a foreleg around her little sister's body with a sigh.

"Oh… but he's coming back, isn't he?" Apple Bloom asked.

Aplejack nodded with a smile. "Eeyup… ah reckon we can be sure about that." She then raised a hoof to wave after Big Macintosh. "Good luck for anything you wanna do, big brother… we'll be waiting for your return."

* * *

Big Mac had to wonder… was Applejack still upset with him? That day when he left the ranch… that was the last time he had talked to her. That was one week ago… maybe he should contact her. Write her a letter… or maybe even visit his family at the weekend. But would she welcome him back? Or angrily chasing him off for abandoning his family?

He was startled when suddenly, somepony nudged him firmly. Shaking his head, he saw Shining Armor standing next to him in the line of soldiers. "Hey, Big Mac… the captain's talking to you! You sleeping or what?"

Big Mac opened his eyes and realized that Captain Stonehoof was looking right at him. Today was the inspection of the troops, and he had to doze off. "Oh, um… eeyup… I mean… nope. Sorry 'bout that, captain!"

There were a couple of snickers in the row of soldiers, and the captain smirked at him. "And here I was giving you a compliment, Macintosh, and you sleep right through it."

"Um… compliment, sir?" Big Mac asked in confusion. He must have missed quite a lot.

The elderly stallion sighed. "Shining Armor, please repeat to Macintosh what I just said about him."

"Yes, sir!" Shining Armor instantly saluted. He gave the baffled farmer a quick wink and said: "The captain said that you are the most dependable and dutiful recruit he had in years."

"I am?" Big Mac wondered.

"And a strong warrior to boot," Captain Stonehoof nodded proudly. "Every time you are at training, you make all the other soldiers look bad… myself included."

"Aw… just doing my duty, sir," Big Mac said bashfully. At moments like this, he was thankful that his red coat made it difficult to see him blush.

"But it's still the truth," the captain said. "And that is the main reason why I chose you to accompany my best soldier for an important mission." He let his gaze sweep across the other assembled guards and soldiers one more time. "You others are all dismissed. Macintosh, Shining Armor… come along into the briefing room."

Exchanging confusing glances, the two followed their superior into the next room. Stonehoof pointed his wing at the big map of Equestria that was hanging on the wall. Big and important cities such as Canterlot, Manehattan, Fillydelphia and Las Pegasus were easily spotted. Of course, Ponyville was also on the map, with a small red apple symbolizing its apple orchard. The mountain range close to Canterlot was marked with a squirming serpent… that was where Snake Mountain was.

However, the town Stonehoof pointed out was located in the far west, in the dry buffalo prairies. And just like Ponyville, this town had a red apple next to it.

"Appleloosa?" he wondered aloud.

"Oh, so you know this town, Macintosh?" the captain asked.

Big Mac nodded. "Eeyup. My relatives take care of the apple orchard. And my cousin Braeburn is helping to maintain good relations with the local buffalos."

"I had no idea you had family there, but I should have guessed," Shining Armor smirked. "You don't have to be a genius like my sister to figure out that a town called Appleloosa is home to the Apple family."

"Eeyup," Big Mac smiled.

"Well, knowing some of the locals certainly should make your mission a lot easier," the captain remarked.

"Excuse me, captain," Shining Armor said. "But what exactly is this mission about?"

"I'm getting to that. As you two are well aware, we are constantly worried that our supply of soldiers and guards is big enough. It had never been a problem before, but that was before we had Skeletor and his followers threatening our country, and we still had our beloved princesses to guid us. Now the security of Canterlot rest squarely on my shoulders. Reports of ponies sighting the inhabitants of Snake Mountain are coming in on a daily basis and almost every day, I expect them to attack Canterlot. There are barely any soldiers we can send to support other cities without the risk of endangering Canterlot's safety. That's the reason why I'm sending my best soldier, alongside my best recruit, to Appleloosa."

Big Mac was instantly worried. "Are they in trouble? Did they ask for help?"

"We can't say… we lost contact to Appleloosa three days ago. Letters sent there, with messenger ponies or dragon fire, are unanswered. Travellers and caravans on their way to Appleloosa have mysteriously vanished. The few ponies that managed to bring some sort of reports talked about strange, reptilian creatures in the surroundings of the town. I don't know what is going on there, but I have this sickening feeling in my guts… that if we leave this problem unattended, bad things are going to happen."

"Braeburn…" Big Mac muttered. It had been some time since his cousin had sent a letter or any sort of message to Sweet Apple Acres, but he had never thought of the possibility that he might be in danger.

"Your mission is to go to Appleloosa and find out just what in Tartarus is going on there. You will be taking the evening train to Dodge Junction, but get off the train halfway, at Cactus Hill. There will be a hidden emergency depot nearby, with all the supplies you might need on your mission. Make your way to Appleloosa, but be careful. In case of possible enemy contact, try to avoid unneeded confrontations. This is mainly a recon mission. Should you see any of Skeletor's followers or find hints that indicate a threat to Canterlot or the rest of Equestria, come back as fast as you can and give me your reports in person. Do not try and send me messenges, they might be intercepted by the enemy. Also, remember to take along a pair of Sergeant Doo's force fields to protect yourselves from the sunlight. I believe that's all that needs to be said. Any questions?"

Big Mac shook his head and Shining Armor said: "No questions, sir. Mission objectives are understood."

"Good," Captain Stonehoof nodded. "Then you two are dismissed. Good luck!"

* * *

A couple of hours later, the two stallions were sitting in the train to Dodge Junction.

"You know, I'm really glad the captain asked you to accompany me on this mission," Shining Armor smiled. "With the other guys, it's always about the competition. Looking your best in front of your superior, always showing what you're made of… you're different, though. You don't care for competition. You're always laid-back and relaxed and you don't show any signs of struggle… Don't take this the wrong way, though. What I mean is, you don't have to struggle. You just do what you have to do and leave it at that. I admire that, honestly. Um… you don't think I'm rambling, do you?"

Big Mac shook his head. "Nope."

Shining Armor chuckled. "You're not a pony of many words, are you? Almost makes me feel like Twilight… hey… you said your sister's friend with Twilight, right?"

"Eeyup. AJ and her are best of friends. First day she came to Ponyville, she visited the farm. That's when I first met her. Smart gal, that one."

Shining Armor laughed. "Yes, that's my Twily, the little bookworm. I hope she wasn't too annoying… I know how she can get when she starts talking about something."

"Oh, I'm a good listener," Big Mac said. "She's a nice filly. Has her heart in the right place, cares deeply about her friends. And she's brave, too. Just like my sis…" He chuckled. "Almost makes us stallions feel bad, huh?"

Shining Armor laughed. "You can say that again! How are two big brothers supposed to feel when their little sisters are the ones that set out to battle Nightmare Moon?"

They kept on talking like that. Every now and then, one of them would come with a little anecdote about their family… most of the time, about their sisters. Then they would share a hearty laugh. Big Mac found that with Shining Armor, he was beginning to be a bit more outgoing. Here was a stallion that didn't just see big brawns and associated it with a slow mind. He was able to see behind the facade.

This might just be the beginning of a great friendship…

* * *

The scenery that was flewing by past the window started to change as the hours went by. The ground was flatter, the air was hotter, even in the dark night. Instead of trees, you could only see rocks, and a couple of single cacti here and there.

Soon enough, the conductor shouted: "Next stop: Cactus Hill! Cactus Hill!"

Big Mac and Shining Armor were the only ones getting off at this station. The other passengers were continuing on their way to Dodge Junction. But for the soldiers, their true mission had begun.

"Come on," Shining Armor said. "The depot the captain was talking about should be over there… inside that big hill. Let's get what we can carry and head out."

"Never been out in the prairie before, huh?" Big Mac smirked as he walked alongside his companion. "I remember the days when Braeburn and I were just a couple of little colts… his pops Apple Strudel – my favorite uncle, by the way – taught us everything about the hot 'n vast plains. We always made a game of it… boy, AJ and cousin Apple Fritter used to be so mad at us for not taking the lessons seriously. But Uncle Strudel made sure that we always remembered his lessons. I know them by heart… always take along enough water. Don't overexert yourself, save your strength… and only carry as much as you need. If you carry too much, the heat might be too much for you. Be thankful that we ain't traveling in the heat of day."

"Oh… right, there's that… I guess it really was a good decision to have you along."

"And here I though y'all wanted me along for the nice company," Big Mac snickered.

When they reached the depot, they searched through the supplies and decided which ones they might need on their way to Appleloosa. From a magically powered fridge, they took water and some rations.

"Don't forget one of these," Big Mac said as he put a cowboy hat on his unicorn friend's head.

"C'mon, I look silly in those," Shining Armor groaned. "Besides, my horn's in the way. Why don't you just take one?"

"Okay, but don't say I didn't warn ya when the sun comes out and ya'll get a heat stroke," Big Mac frowned as he put another hat on… the biggest one that was there. "Hey, this one looks a lot like AJ's… y'know, it belonged to our pops, and he gave it to her when she was little. It's almost as if he already knew she'd be the one leading the farm after…" He stopped himself in mid-sentence.

"Huh? After what?" Shining Armor asked.

"Um… it's nuthin'…" Big Mac muttered. "Come on now… we best be goin'…"

Confused, the unicorn followed the earth pony, who was suddenly a lot more silent than before.

The trip over the arid plains was long and eventless. Way too soon, the sun came rising over the horizon and turned the prairie into a scorching oven, so it seemed to Shining Armor. The force field generators that were attached to their armor protected them from being transformed by the comet's influence, but it didn't protect them from the dreadful heat.

Shining Armor levitated a piece of cloth to his head and wiped his sweaty mane. "By Luna, what I would give for even an inch of wonderful, cooling shadow." He looked around, but the only objects around them were a couple of cacti that would never be tall enough to shield the two tall stallions from the sun.

Big Mac chuckled. "Makes you wish you didn't leave that hat behind, eh?"

"Well, to say it with your own words: Eeyup," the unicorn groaned. "How much farther do we have to walk? Shouldn't we have reached Appleloosa by now?"

"We're almost there. Just another mile or two. Don't ya worry now, soon enough, ya'll get served the most refreshing apple juice on this side of Fillydelphia."

"I hope your relatives have several kegs in store, because the very least amount of apple juice I'm going to drink… LOOK OUT!"

Big Mac turned around and gasped when the sand exploded right next to him. A pair of long, squirming limbs came shooting out of the sand. Green scales glistened in the sun. At first Big Mac thought they were tentacles, but then he saw the clawed hands attached to the end of each limb. 'Arms?' he wondered. He was so shocked that his body refused to move. The arms wriggled like a pair of snakes that were looking for their prey… then they shot right at him.

Just in time, Shining Armor ran in front of his friend. His horn shone brightly, and a shimmering shield of magic appeared in front of them. The arms slammed into the barrier a couple of times, then they gave up, slowly backed off and sunk back down into the sand.

Shining Armor sighed with relief and lowered his shield. "That was close. You okay, pal?"

"E… eeyup," Big Mac nodded. "Sorry… for a moment, I felt like a lil' rodent in front of a rattlesnake. If it wasn't for that shield of yours… mighty impressive, if I may say so."

"Thanks. I've always been good with protection spells. I suppose you could say that protecting others is my special talent." He chuckled a bit and looked back at his cutie mark. "Maybe that's the reason I became a guard. You see…"

Before he could say another word, the wriggling arms were back. They shot out of the sand without any warning, just like before. And this time, they attacked Shining Armor.

"Oh no you don't!" Big Mac grunted as he lowered his head. Ignoring the heat and his weariness, he gallopped at the arms. He ran into them before they could even touch his friend. From somewhere below the sand, a painful hiss was heard. And as quickly as they had appeared, the arms were gone.

"Are they gone for good this time?" Big Mac panted.

"I don't know… stay on guard for the moment. They might still decide to give it a third try. Then again, you smacked them quite hard just now. Rammed them back down into the sand!" He grinned. "They should call you Ram-Pony."

Big Mac chuckled at that name. "We best be going now… don't wanna know if that thing is still there… whatever it was."

"The captain said something about reptile creatures near Appleloosa… maybe that was one of them?"

"Let's hurry," Big Mac muttered. "Ah'm mighty worried about Braeburn and the others…"

While the two stallions left, they were watched by a cluster of eyes with slitted pupils.

"Curses! I missed them! The master will be furious!" a hissing voice spoke up.

"Calm down, Squeeze…" a second voice hissed. "We have more than enough chances to deal with them. As soon as they reach the town, they'll be ours! We can't let them tell anypony that we are here…"

* * *

Fortunately, they managed to reach Appleloosa without any further complications. Before they got into town, they took off their armor and hid it underneath a big rock, as instructed by Captain Stonehoof. The only thing they left on their body was the force field generator.

"Don't want to acquire too much attention, right?" Shining Armor said as they took their bags and casually walked into town.

On a first glance, everything seemed in order in the small western town. The ponies went about their daily business, the carriages were running as usual and the stores, the Salt Lick bar and the Sheriff's office were all open.

No one paid too much attention to the two stallions who looked like normal tourists without their armor.

"Maybe the reports were a tad… excessive?" Big Mac suggested.

Shining Armor shook his head. "I don't buy it… there's something fishy going on… I got the feeling that I'm not seeing something… but I can't put my hoof on it. Let's stay on guard… you said your relatives live over there?"

"Eeyup," Big Mac nodded. "Right next to the orchard."

Shining Armor got a small look of the apple orchard before he and Big Mac stepped up to the farmhouse standing at its edge. Big Mac approached the front door and tapped his powerful hoof against it. A moment later, a yellow-coated, green-maned mare opened the door. At first, she had a surprised look on her face, then she grinned and playfully bonked her hoof against the red stallion's shoulder.

"Big Macintosh!" she grinned. "Now that's a surprise. What brings you to Appleloosa?"

"Howdy, Fritter," Big Mac smiled. "Ah reckon you could call it a surprise visit. I really need to speak with you and Braeburn about some mighty important things."

"Well then, come on in," she said, inviting the two stallions into the house. "Who's your friend?" she asked, glancing in Shining Armor's direction. "He's a real cutie."

The unicorn blushed, but kept his composure. "Shining Armor, ma'am. I'm a… colleague of your cousin, you could say?"

"Colleague?" Apple Fritter asked. "You an apple farmer, too?"

"Long story, cuz," Big Mac sighed. "Where are Braeburn and Uncle Apple Strudel?"

"Well, Pops is upstairs, taking his nap… as for Braeburn, well…" She sighed. "We were going to send you a letter about this, honestly… if we knew you'd be coming today, we would've sent that letter off by now. Braeburn… he's gone missing."

"Missing?" Big Mac gasped. "What d'you mean, missing?"

"Missing as in not here, disappeared, gone without a trace," she said. "For two days now. He was on his way to the buffalos in their current camp. He was about to meet up with them before they reached Appleloosa on their annual stampede. You know how he's been ever since he met that little buffalo girl…"

Big Mac nodded. While he never met Little Strongheart, Applejack had told him all about what happened during her last visit in Appleloosa. "But that's it? He just went there and didn't come back? Didn't you go looking for them? Go and see if he's still at the buffalo camp, maybe? Or aren't you worried about him?"

"Big Mac, he's my brother," Fritter said. "Of course I'm worried. But with Braeburn gone, I can't leave the orchard unattended. Pops isn't as young as he used to be, and in who else's hooves should I leave the orchard? The sheriff, maybe?"

"I get it," Big Mac sighed. "But didn't anypony look for him?"

"Well, there was one search party, but they came back empty-hooved. They wanted to ask the buffalos about Braeburn, but the strangest thing was… when they reached the camp, it was empty. The buffalos have disappeared, too."

"They're gone too?" Big Mac wondered. "That's really strange… a whole herd of buffalos can't just disappear like that. Shining Armor, d'you know any magic that can make that happen?"

"A mass teleportation spell comes to mind… or maybe an illusion of some kind. I'm really no expert, I'm sure Twilight would have been a better help with that. But this confirms my fear: Something weird is going on out here."

"What the hay is that supposed to mean?" Apple Fritter frowned. "Hey Big Mac… that friend of yours, he's no apple farmer, is he? The manner he speaks almost makes me think he's some sort of invenstigator."

"Actually, he's a royal guard on a mission," Big Mac explained. "And so am I… we've been sent here by our captain because people supposedly went missing here in Appleloosa. You know anything about that?"

She didn't answer his question. Instead, she gave him a deep frown. "You've gone and joined the army? Oh haystack, Applejack wasn't too happy about that, I presume."

"She wasn't… but that's not important now, cuz. Do you know anything about caravans or tourists that came here and disappeared?"

"I dunno what you're talking about. Braeburn is the only one missing."

"And what about the reptilian creatures?" Shining Armor asked. "Reports said that there have been sightings of them around Appleloosa. And Big Mac and I were attacked on our way here."

"Reptile creatures?" Fritter laughed. "Are you serious? There's no such thing here. Whoever said that must have some strange imagination."

"This is very strange…" Shining Armor muttered. "The ponies writing those reports couldn't have all made that up." Just then, he started to jawn.

Big Mac let off a big yawn of his own. "S'cuse me, Fritter… my friend and I have been walking through the prairie for some time and are mighty tired… I know we should go out there and look for Braeburn, but could we get some rest first?"

"Of course," she nodded. "Use the guest bedroom upstairs, just make sure not to wake up Pops."

Big Mac nodded as he and his friend took their bags. "We'll talk more about this later, Fritter. After we got some shuteye…"

"Sure thing," she said. "Sweet dreams!"

* * *

The bed creaked under Big Macintosh's weight when the red stallion laid down to rest. "What a day… tomorrow, we'll go and see if we can find Braeburn and those buffalos." He looked over to the other bed. "What's the matter? Can't sleep?"

"No…" Shining Armor said. "Something has been bugging me ever since we came here… something that shouldn't be as it is. But I can't tell what it is…"

"Why don't you get some sleep and worry tomorrow? It's getting late, the sun's already setting…"

With a loud gasp, Shining Armor sat up in bed. "OF COURSE!" he shouted. "That's it! How could we have been so blind?"

"What's bitten you?" Big Mac murmured sleepily.

"Think, Big Mac! We came here during the night. We brought Derpy's protection force field with us, all of it security measures so we wouldn't be exposed to the negative effects of the purple sunlight. But we came here at day… and have you seen one pony in Appleloosa that looked like it was changed by the sun?"

Big Mac eye's widened and he nearly fell out of bed in shock. Quickly, he climbed to his feet. "Yer saying… yer saying that the Appleloosans… are already changed?"

"Either they are very good at hiding it, or something is very wrong here. But your cousin didn't mention the changing sunlight at all, almost as if Appleloosa wasn't affected by it at all."

"Are you saying that the comet's light isn't affecting Appleloosa as it affects Ponyville?" Big Mac asked.

"No, I'm pretty sure it has the same effects wherever we go. But I have a bad feeling about that cousin of yours… she knows more than she lets us know. She played dumb when we mentioned the vanished caravans and the monster sightings."

"Now wait just a darn minute!" Big Mac said angrily as he walked up to Shining Amor. "Are you saying implying my cousin would lie to us?"

"But think about it… none of what she said makes any sense. Is it a coincidence that Braeburn disappeared shortly before we arrived in town?"

"All right, maybe we're both soldiers on the same mission and maybe you outrank me… but nopony speaks about mah family that way and gets away with it! Ah've known Fritter my entire life and she'd NEVER lie to me!" The mighty stallion shook with anger.

"Big Mac, get a hold of yourself!" Shining Armor said. "Have you forgotten our mission? We've been sent here as PARTNERS to solve the mystery of Appleloosa."

"As far as I'm concerned, family comes before anything else," Big Mac shouted. "Now take back what you said about Apple Fritter or you and I are gonna have a problem!"

"Big Mac, she's hiding something!"

"Horseapples! She's not hiding anything!"

"Actually…" Apple Fritter's spoke up as she entered the room. "Your friend is right."

"See? I told you… wait, what?" Big Mac stared back at his cousin. "What did you say?"

"You really should have listened to your friend," Fritter grinned. It was an eerie grin that made both stallions feel uneasy. "You two should have never come here. But now that you foolishly came so close to finding our about our secret, we can't let you live."

"Your… your secret? But Fritter, what… what are you talking about?" Big Mac muttered.

"Braeburn almost realized the truth about everything. That's why he had to disappear… and now we have to do the same with you two."

"So you made him disappear? What did you do to him? What did you do to the caravan ponies?" Shining Armor demanded to know.

"You'll see soon enough…" the green-maned mare said as she slowly approached the pair. Her form seemed strange all of a sudden, her hide seemed to be made of shining yellow scales and her mane wriggled and twisted… until it transformed into a squirming mass of green snakes.

"So the sun's light changed you after all!" Big Mac gasped.

The snake pony laughed. "Oh please… as if the sun could affect us! We lived on this land centuries before the first pony settlers came here. We waited under the earth for our chance to rise… and when the time was right, we struck! We took the bodies of all those unsuspecting Appleloosans… and those of every pony that stumbled across this town. And soon enough, you will be one of us too… one of the Snake Ponies!"

"You're not my cousin!" Big Mac shouted. "You're one of the reptile creatures…" He looked over to Shining Armor. "Looks like you were right after all… I'm sorry…"

"Don't worry about it… but for now, what do you say we teach this snake a lesson not to trifle with the royal guard?"

The snake pony laughed again. "Oh, you're too funny. Do you honestly think you can stand up against all of us? Take a look outside…"

Big Mac, who was standing next to the window, took a quick peek outside… and saw that the farmhouse was surrounded by a huge amount of snake ponies. All of the inhabitants of Appleloosa… twisted into reptilian caricatures of their former selves. Like a nest of hungry vipers, they approached the house from all sides.

"Still think you can escape?" the Apple Fritter creature snickered.

Big Mac looked at her angrily. "Eeyup." He lowered his head and scraped his hoof across the floor. Next to him, Shining Armor lowered his horn and prepared a spell.

"You little fools…" the snake pony chuckled.

"Stand back, Snake Face… I will handle them."

"My king!" the former Apple Fritter gasped. She quickly stepped aside and lowered her head. "At your command, your Highness!"

"Uncle Strudel?" Big Mac wondered. But he quickly realized that this had to be another façade. This creature was as much Apple Strudel as the other snake pony – Snake Face – was Apple Fritter.

"You are a pair of brave stallions," the being said with Apple Strudels voice. "But you are still nothing when faced with the king of all snakes…"

And the elderly pony's skin peeled off, only to reveal a mass of writhing snakes underneath, all connected to the same four-legged torso. A dozen of eye pairs were gazing at them, making them feel like insignificant rodents that are about to be devoured by a snake.

"Tremble…" the monstrous creature hissed. "tremble at the feet of KING HISS!"


	16. Into the Snake's Den, Part Two

The purple sun was casting its hot rays down on the town of Appleloosa. The inhabitants did not really mind it, though… on the contrary, they thrived in the heat of the day. For them, the hotness of the desert was enjoyable on their scales.

In one of the houses' basements, however, there were two stallions that were glad not to be outside in the sun. With their armor and protective equipment taken from them, who knew what the purple light would turn them into.

Big Macintosh struggled against the ropes that bound his and Shining Armor's bodies together. But whatever material the snake ponies used for them, it was resilient enough to withstand even the big stallion's strength.

"Save your strength, Big Mac," Shining Armor said. "It didn't work the first ten times you tried. We need to think of something else if we want to get away."

"I still can't believe it…" Big Mac sighed. "This was such a peaceful town… and my relatives, all turned into these things… and they caught us like a pair of rookies."

"You certainly put up a good fight, though," Shining smirked. "Those snake ponies flew right out of town when you knocked them away."

"Eeyup… just wish it would've been enough…" Big Mac muttered, downcast. "In the end, there were just too many of them. And that king of 'em… he wasn't a unicorn like y'all, but that magic he used sure was powerful."

"Magic… that must be what makes the ropes unbreakable," Shining said. "Too bad I don't know any counterspells… times like this make me wish Twilight was here. I just know she'd know one or two spells to get us out of this mess. She has learned so many… the little bookworm." He chuckled.

"Well, AJ would sure wanna knock some sense into them snake ponies," Big Mac smiled. "And she's so stubborn, she wouldn't let herself be stopped."

"But our heroic sisters aren't here, so we regular old stallions need to come up with our own way to save our hides." The unicorn turned his head to wink at his earth pony companion. "Would be pretty embarrassing if we always depended on our little sisters to save us. Now, do you think you could…"

Just then, the door opened and a very small snake pony came downstairs, carrying a tray of apples and water. "Here… the king doesn't want you to die yet, so eat up," she muttered after putting the tray down in front of them.

Shining Armor took a closer look at the snake pony. Before the transformation, she must have been a small filly. Just like the rest of them, her body was covered with scales. Also, a cobra-like hood was surrounding her face like a cowl. Her snake tail was very short, and for some reason constantly seemed to cover one side of her rump.

"You even took the kids…" Shining muttered. "What kind of monsters are you?"

The snake filly didn't respond. Unlike the others, she seemed very timid and anxious for some reason. Nervously, she blew part of her cobra hood out of her face. "Y-yeah… we're nothing but monsters," she finally muttered. "I'll just leave you alone then…"

"Hey, wait up!" Big Mac called out for her. "You sure seem familiar… haven't I seen you someplace before?"

"Wh-what?" she stammered. "N-no, you haven't… I'm just a little snake pony… not a member of the Apple family or anything…"

"I didn't even mention the Apple family in the first place… that was you. Hey, now I remember… from that time I visited Aunt and Uncle Orange in Manehattan. You're cousin Babs Seed, aren't ya… well, at least you used to be. Don't know why y'all are trying to impersonate her, she's not even from Appleloosa."

"Sssssssssh," she hissed, sounding almost like a real snake. She twirled around and stared at him in a panic. "Don't tell them! If they find out I'm not really an Appleloosan, who knows what they're gonna to do me…"

"What would they do?" Shining Armor asked in confusion. "You're a snake pony like them, aren't you?"

"Well, I…" She sighed. "I'm not a real snake pony… not one of them, I mean."

"What's that supposed to mean?" Big Mac frowned.

"P-please don't tell them, but… unlike the others, I'm still me. I wasn't changed like them… I was transformed by the sunrays."

"Wait a minute… so you really are my cousin, Babs Seed?"

"Y… yeah…" Babs nodded.

"But… what are you doing here, then? Why aren't you back in Manehattan with Aunt and Uncle Orange?"

"Mom and Dad sent me here to visit Uncle Strudel… they didn't say it, but I'm pretty sure they didn't want me around after I changed. But when I got off the train… the whole town was already transformed. I somehow managed to convince them that I was one of them… but now I'm stuck here. If I run away, they are gonna find out I lied to them. And who knows what they will do to me…" She shivered.

"But that doesn't make any sense," Shining interrupted. "Back in Ponyville and Canterlot, none of the young colts and fillies were transformed. So why were you?"

"I don't know… but you have to believe me when I say I'm not one of them! Please, cousin Big Mac!" Babs pleaded.

Big Mac looked at her for a while and then nodded with a smile. "Eeyup. I recognize an Apple family member when I look at her, and you are one."

The snake filly let out a sigh of relief. "Thank you."

"Now Babs… can you tell us what's going on here? You've been here longer than the two of us. Who are those snake ponies anyways and where did they come from?"

"W-well, I don't know everything… but from what I heard I can tell they are evil spirits or something like that. They took over the bodies of Uncle Strudel, Fritter and the rest of the Appleloosans, turning them into what they are now."

"That means they are alive, good," Shining smiled.

"Alive and possessed, you mean," Big Mac frowned. "And what about Braeburn, Babs? I didn't see him anywhere… d'ya know what happened to him?"

"Y-yes, I heard Fritter… Snake Face say something about how he couldn't be possessed, since he was already transformed by the sunlight and stuff. So they locked him away."

"Like he did with us?"

"Not quite… you see… Snake Face… she's very scary," Babs whimpered. "She can turn ponies into stone with that snake gaze of hers. King Hiss already has a 'gallery' where he puts those victims they were unable to convert into snake ponies. That's what they are going to do to you after they finished interrogating you."

"They can forget about that," Shining said. "Who do they think we are, Discord?"

"D'ya think ya can take us there?" Big Mac asked.

"COBRAT!" a shrill voice suddenly screeched from upstairs. "What's taking you so long down there? Are you fluffing the furskins' pillows? HA HA HA!"

Startled, Babs jumped a bit when a red snake pony with the tail of a rattlesnake peered down into the basement. But then, her whole demeanor seemed to change. She glared defiantly up at the other snakepony. "What's it to you, Rattlor? You think I enjoy bringing those furskins their lunch? Unlike others I know, I always do my job. Aren't you supposed to stand guard outside?"

"None of your business, pipsqueak," the bigger snake pony hissed, thrusting his head in her direction.

"Oh yeah?" Babs sneered, apparently not impressed by his display. "Then I guess King Hiss will be happy to hear that you're doing your job."

Rattlor gave off an angry snarl, his tail rattling in irritation. "Just give them their food and get out of here, shorty…" he grumbled. He then pulled back his head and went back outside.

"Was that a good idea?" Shining whispered. "Doesn't that get you in trouble?"

"No way," Babs chuckled. "Those snake ponies are always squabbling among each other. Trying to impress the king must constantly put them in a competitive mood. Fitting in wasn't as difficult as you might think." She glanced back upstairs before continuing: "King Hiss and Snake Face will be here tomorrow morning to interrogate you. So I have to sneak you out of here tonight… that's the only chance you have."

"Be careful, Babs," Big Mac said as the little snake filly turned to leave.

"Hey, I'm an Apple," she winked back at him. "I won't let some big old reptiles stand in the way of helping my family."

When she was gone, Big Mac chuckled. "Eeyup… definitely an Apple. Reminds me of AJ when she was a filly."

* * *

In the dark of the night, an elderly snake pony with wrinkly, dried up scales stood guard in front of the house. His name was Tung Lashor and he was not too happy.

"Why did Rattlor make me guard this place?" he complained to nopony but himself. "Those prisoners aren't going anywhere. I could be at the Salt Block, enjoying a nice lick of salt…"

"Hey, Lashor!"

The snake pony flicked out his unusually long tongue, tasting the air. "Who's there? Oh… it's just you, Cobrat…"

The filly approached him with a smirk. "Rattlor made you jump in for him, didn't he? A shame… now he gets to relax in the Salt Block while you have to stay in the cold of night."

"Now you're rubbing salt into my wounds," Tung Lashor groaned. "What I wouldn't give for a big, tasty block of salt right now…" He licked his lips… an irritating sight for somepony with no lips and such a long tongue.

"Saayyy… I happen to have a small stash of salt in that back alley I don't need anymore. You wanna take a lick?"

"Really? You wouldn't mind?"

"Go right ahead, I had plenty today," the filly nodded.

"Oh boy! I'll be right back… watch the door for me while I'm gone, will ya?" And with these words, Tung Lashor ran into the alley, out of sight.

Babs smirked. "Too easy." She opened the door and went downstairs.

"Glad you made it, cousin," Big Mac smiled while she untied him and Shining Armor.

"But what about the guard?" Shining asked.

"Heh. He won't be a problem," Babs chuckled. "He'll be licking salt for the next hour… by possessing that miner's body, Lashor gained the same salt obsession the old stallion had. Your stuff is upstairs… You'll need it, right?"

"Eeyup," Big Mac nodded. "Without it, we wouldn't last long in the desert. And without Derpy's technical thingamajig, who knows what the sun would do to us."

The two stallions equipped themselves with their royal armor and the force field generators as quickly and quietly as they could. "Now then Babs… where's Braeburn?"

"It's this way." The snake filly motioned the other two to follow her. They followed her through the nightly streets of Appleloosa. Every now and then, they had to duck behind some barrels to avoid getting seen by a snake pony.

"There's a cave at the edge of town, near the apple orchard," Babs whispered. "The Appleloosans used it as a storage room for harvesting tools. But King Hiss converted it into his personal gallery. Braeburn is in there, along with the buffaloes."

"The buffaloes are here, too?" Big Mac asked in surprise.

"Yeah, at least those he managed to capture. Turns out buffaloes are immune against the sunlight… but not against Snake Face's stone glare."

"But how are we gonna turn them back to normal? We really can't carry a bunch of statues along…"

"Don't worry about that, Mac," Shining Armor smiled. "I know this nifty little 'stone to flesh' spell that might come in handy."

"How d'you know a spell like that?" Big Mac wondered.

"Are you forgetting who my sister is?" Shining Armor chuckled. "You can't grow up with Twily and not remember a couple of her spells."

Finally, they reached the cave.

Shining Armor took a careful look around. "This is strange… there are no guards here, no locked door to keep us out… we can just walk in."

"But that's good, isn't it? Just makes it easier for us," Babs said as she walked towards the entrance.

"I don't like this," Shining muttered. "This is way too easy… you agree Big Mac, don't you?"

"Eeyup," the burly stallion nodded. "But my cousin's in there… so ah'm goin' in. He'd do the same for me."

The unicorn sighed. "I really can't change your mind, can I?"

Big Mac smiled. "Nnnope. Gues ah'm just as stubborn as my sis."

"All right… then let's hurry inside and help your cousin. We want to be out of here when they notice we're gone."

Big Macintosh gave his companion a thankful nod, then he followed Babs inside. The little snake filly was already standing in front of King Hiss' collection: A huge assortment of statues, buffaloes and ponies, young and old, normal and sun-changed. There were even a couple of snake ponies in there.

"Those are the snake ponies didn't agree with the king's ideas. Disobedience is one of the things Hiss doesn't like, so Snake Face took care of them for him."

"And where's Braeburn?" Big Mac asked.

Babs pointed to the right. There he was, standing right next to a young female buffalo, petrified like the rest of them. Unmistakable were his trademark hat and his apple cutie mark. Unusual were the guns attached to his shoulders.

Big Mac turned to Shining Armor. "Guess that means it's your turn. You can turn him back, right?"

"I think so," Shining nodded. "Let me just remember how that spell goes… ah yes, I know… here goes…"

The unicorn stallion lowered his head and concentrated. His pure white horn began to shine, casting a soft glow over the assembled statues. Big Mac and Babs watched with awe when a beam of magic shot out of Shining Armor's horn, hitting Braeburn straight in the chest. For a moment, nothing seemed to happen. But then, the statue began to crack in certain places. All over Braeburn's body, the stone coating started flaking off, until finally, his whole body was back to normal. With a tired groan, Braeburn stumbled forward, only to be caught by his older cousin.

"Easy, cuz. I gotcha." With his powerful body, Big Mac helped Braeburn to stand straight.

"Huh, wha…? What happened? Izzat you, Big Mac? The last thing I remember is staring into a nest of rattlesnakes…"

"The snake ponies turned you to stone. But my friend Shining Armor here turned you back to normal."

"Ah, that's… mighty kind of you, partner…" Braeburn shook his head. "Man, my head hurts. I'm telling ya, if that's what being petrified feels like, I recommend you don't try it. Cheap, cheating bastards… they never would have caught me in a fair fight."

"Ah'm sure they wouldn't," Big Mac smirked. "Can you walk? Here, lemme take off those guns for you…"

Braeburn chuckled. "I'm afraid that won't work, big guy. Those guns you're seeing? They're attached to my body. Pretty cheap trick the sunlight played on me, huh?"

Big Mac took a closer look. And indeed, there was no strap or harness holding the guns in place. They looked like they were growing right out of his body.

"Never mind that now, we need to get out of here," Babs urged her cousins.

Braeburn looked down at her and gave her an angry frown. "There's one of them scalies now. Hold me still, Mac, so I can blast this little cheater right out of our town!"

"Hold it, Braeburn. Babs isn't one of them. She's on our side."

"It's true, cousin Braeburn," Babs nodded. "I just wanna help. But we have to leave, now."

"We can't leave now!" Braeburn protested. "Not without Little Strongheart…" On wobbly legs, he walked over to the little buffalo statue. "Hey, unicorn dude… can you turn her and the others back to normal, like you did with me?"

"Well, I think so…"

"But there's no time!" Babs shouted. "We have to get out of here…"

"I'm not leaving without her!" Braeburn insisted. He looked at Shining Armor. "Do it now!"

"I guess I can try…"

"I'm afraid I can't let you do that," a calm voice spoke up. "I am much too fond of my little collection. In fact, I'd like to add you all to it."

They all turned their heads to the cave entrance… and saw King Hiss standing there, accompanied by Snake Face and at least twenty other snake ponies.

"They are blocking the only exit," Shining Armor realized. "We're trapped."

"Indeed you are, " King Hiss smiled. "I know you wouldn't be able to resist the chance to free your friends. Well done, Cobrat! You spared me the trouble of forcing them to come here."

"What?" Bic Mac gasped.

"I knew we couldn't trust her!" Braeburn spat. "Traitor!"

"But I didn't… I…" Babs stuttered.

"I hope you all realize how useless any sort of resistance would be. You are clearly outnumbered. And if you make any wrong move, I'll have Snake Face turn you into the newest additions for my collection."

"Isn't that what you're planning anyways?" Shining Armor grumbled.

"Well, I'm a generous reptile," King Hiss chuckled. "I'll allow you to live if you swear total allegiance to me."

"Live as the slaves of you snake ponies?" Big Mac frowned. "Ah'm afraid that's a big NOPE!"

King Hiss shrugged. "Your choice… Snake Face, if you would…"

"With pleasure, my king," the snake-maned mare hissed. With glowing red eyes, she approached the small group. "Don't resist…" she hissed. "Look deep into my eyes and it will be over soon."

"Heck no!" Braeburn shouted. "You're not turning me back into stone, you creep!" The Appleloosan took aim, but Big Mac stood in front of him. "You can't do that. You'll kill Fritter if you shoot her."

"Darn it… what else can we do?"

It didn't take Big Macintosh long to find an answer. Back on the farm, he had always been a practical thinker. And he knew right away what needed to be done to solve the problem.

He stood in front of his friends. "All right, y'all close your eyes and stay behind me."

"Are you crazy?" Braeburn gasped.

"You can't seriously consider sacrificing yourself," Shining Armor shouted. "What am I supposed to tell your sisters when I return home?"

Big Mac looked back at him and winked. "Trust me… I have a plan."

"It's no use!" Snake Face shouted. "Surrender!" Her red, glowing eyes were aimed right at Big Macintosh. All around her, the snake ponies were watching intently.

The brave earth pony – soldier, friend and brother – turned to face her. But instead of looking into her eyes, he lowered his head and let her gaze upon the smooth, polished surface of his royal armor helmet.

Snake Face gasped when she realized she was looking at her own reflection. "NOOOOOOOOOO!" she screamed, but it was no use. Her own eyes were turning her to stone. Slowly, the snake pony's bright scales turned into the dull grey of a stone statue. And it was not just her… all around her, the watching snake ponies had also looked into her reflection and were turning into statues, too.

King Hiss snarled with anger. "Get them!" he ordered the remaining, unchanged snake ponies. "Don't let them escape!"

"Everypony after me!" Big Mac shouted as he charged the snake ponies that stood in his way, still keeping his head lowered. The reptiles hit by the sudden ram of his helmeted head were scattered in all directions by the sheer force of his attack.

"That's our chance. Let's go!" Shining Armor shouted.

"But… but Little Strongheart…" Braeburn said. Hesitantly, he looked back at the stone body of the little buffalo.

"Listen… if we don't leave now, we can never help her. We'll come back someday and save all of them. I promise!"

Braeburn looked into Shining's eyes, then he nodded. "All right… but I'll hold you on that promise."

Taking a last glance at Little Strongheart, he followed Big Mac and Shining Armor as they ran out of the cave, out of town, to safety.

After running for a long time, they finally allowed themselves to slow down. Each of them took deep breaths and Big Mac looked back. "I don't think they are following us. We are safe now."

"I suppose they have bigger problems now, with Snake Face and so many others out of the picture," Shining said. "That was a bold move, Big Mac. You ran them over like the Ram-Pony you are. Also, nice idea to use their own powers against them."

"I know I had to do somethin'," Big Mac smiled. "I couldn't stay here, neither as a statue or a slave. I have family to return back to."

"So do I," Shining nodded. They both noticed how downcast Braeburn looked. "Hey… you alright?"

"Y-yeah… I think so. I just… " He angrily kicked out with his hindquarters. "I feel so bad for leaving everypony behind. Little Strongheart… Apple Fritter… Uncle Strudel…"

"As I promised… we'll come back and save them all," Shining Armor said.

"Eeyup," Big Mac nodded. "We've got a lot of friends in Canterlot and Ponyville who are ready to help, ah'm sure of it. They will all help our family."

Shining Armor then looked around. "Speaking of family, where's Babs?"

* * *

Angrily, King Hiss swept his cold gaze over the petrified snake ponies in front of him.

"It's going to take me a few hours to turn them all back to normal," King Hiss grumbled. "My magic is strong, but it would be stronger if I wasn't forced to possess this old geezer's body…"

He glared down at the small snake filly next to him. She shivered under the coldness of his slitted eyes.

He then smiled. "You know, you showed a lot of cunning for someone of your age. Tricking Rattlor and Tung Lashor… bringing the prisoners to me so you can earn my gratitude instead of the others… you are a young hoodlum after my fancy. I'll allow you to be my personal assistant, young Cobrat."

Her eyes widened in surprise, but she quickly bowed her head and responded: "O-of course, your Highness… y-you have my gratitude."

"Very well… now leave me be. Make sure I am not disturbed. I need to concentrate…"

"As you wish, my king." She ran outside, away from his frightening presence.

Outside, Babs crouched down and allowed a few tears to run down her scaly face. "Cousin Mac… Cousin Braeburn… I'm so sorry. I wish I could have come with you. I'm just not as brave as you. Just please… please come back. I don't know for how long I can keep this up."

She sniffled. Unconsciously, her tiny tail covered her scaly flank. "I can't play the part of a bad seed forever."


End file.

He-Man, My Little Pony, Adventure, Supernatural