Prologue

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It's been two hundred years since the last conflict in Equestria, one that led to the death of Mixer, but also the end to the evils that lurked in the shadows. And things have changed greatly in Equestria.

Years after the conflict, Twilight completed her training to be a princess and took over as the standing ruler of Equestria, with Celestia guiding her from behind the scenes. Luna and Sombra have retired since Twilight ascended to the throne, leaving Equestria to travel the world. After they left, their son, Shooting Star, tried to take the throne from Twilight, forcing the mane six to use the Elements of Harmony on him. He was exiled to the void of space. After this the Elements of Harmony were never used again, as they were not needed after that, and went dormant after the death of the mane six.

The one downside to Twilight’s immortality as an alicorn was that she outlived her friends and watched as they grew old while she retained her youth. She did not take it very well, but with Celestia to help her she was able to overcome her grief and resume her duties as princess, though never again would she let herself make friends. It was worse with Cadence; after the death of Shining Armor, she was devastated. She never got over her grief, refusing to leave the castle. The Crystal Empire has since been ruled by a council of advisors.

The former villain Discord disappeared after Fluttershy’s death, having no more friends and no more reason the be in Equestria. He has yet to return, and harmony has remained in balance.

After Crystal, the daughter of Chrysalis -and adopted daughter of Mixer-was of the age to control the swarm, with Celestia’s approval she brought changelings back into Equestria. They are now free to roam the streets in their natural forms, or original guises, as long as they have an identifier necklace.

Soulless, one of Mixer's friends, had children with Rainbow Dash. That lineage has survived so far for three generations. Our story begins with one of these descendants, a young pegasus colt, Divergent Breeze, the great grandson of Rainbow Dash and Soulless...

“But mom,” Divergent Breeze complained. "I don't want to practice today."

“If you don’t practice flying, you'll never be able to do the sonic rainboom,” his mother, Summer Shower, stated.

"Nopony since Rainbow Dash has been able to do it anyway," muttered Breeze.

“That doesn’t mean that you aren’t the next! Every generation of our family has tried to match the greatness of my grandmother,” she said.

“But her son couldn't and neither could grandpa,” he protested. "It's pointless!"

“Still, you need to practice flying to make your wings big and strong,” she said. His mother shook her head. “I don’t know how you can just sit inside and read those dusty books all day."

“They’re full of unicorns and magic, and so many great things,” Breeze said, his eyes shining. His mother weakly smiled.

“You definitely take after you’re great grandfather,” she said shaking her head. Soulless had been the only unicorn in the family; all of his descendants were pegasi.

“Ok,” Breeze relented, following his mother outside.

Breeze never did take flying lessons seriously, thinking of them as only a distraction. He would rather like to stay inside and read about magic, but his mother always told him that only unicorns could use magic, as if that was a well known fact. Which it was. So Breeze did his own kind of magic. He built things.

As a tradition, when a member of the family was old enough they would receive the components to make a hidden blade, an invention from Soulless. Since the original utilitarian design, the blades and their mechanisms had become more and more ornate, morphing into more of a status symbol than a weapon. Breeze always marveled at his mother’s, which was kept in a display case in their home. The ornate gauntlet that housed the blade had a metal exterior with a pattern similar to a gust of wind, each outlined against the silver backdrop with gold. The blade itself had a sapphire set into the broad part of the blade, a gleaming blue spot against shining steel.

Breeze, wanted his own, so he found the parts and put his own together while his mother was at work at the weather factory. When she came home, she was astonished to see that Breeze had a leather gauntlet with a superb mechanism on his left wrist. At first she scolded him for handling a blade when he was too young, but then she praised him for having put the mechanism together so well, being just a young colt.

Breeze never used the blade but he kept the mechanism on him at all times, considering it his greatest achievement. Over the years, he slowly added to the mechanism, producing a veritable tool kit, complete with wrench and screw driver as well as the blade.

As he grew older Breeze became restless, wandering about Canterlot, the perennial home of his family since Soulless and Rainbow Dash. In one of his days of wandering he was permitted to enter the castle to pay his respects to his great grandparents.

While he was there he met a changeling that was about his age, and the two of them began to talk. After talking for awhile Breeze learned that the changeling’s name was Flit, and the two of them became great friends.

After a few days of repeated trips to the castle, Celestia took notice of the young pegasus and invited him to stay at the castle, living in his great grandfather’s house in the caverns.
“Why hasn’t my family been living here?” he asked Celestia as she showed him to a door in the cavern walls.

“Because, nopony has been able to open it. It's locked with a mechanism that none have been able to decipher,” Celestia said, motioning to the circle of intricate symbols on the door.

“And you think that I can open it?” he asked.

“Possibly, with the help of your friend,” Celestia responded.

“Who, Flit?” he asked.

“Yes." Breeze thought for a few seconds, staring at the complex puzzle before him. It would be a challenge. But it would be fun.

“Well, we could try,” he said. Breeze convinced Flit to help him, and the two of them went to work on the lock. They had it open in under an hour.

“Really, it seemed so easy,” Breeze said.

“Only because the both of us were working on it,” Flit added.

“Yeah, how did you know what those symbols were?” Breeze asked. The changeling shrugged.

“Some of them are changeling characters,” he said. Celestia simply smiled at the two of them. Breeze turned to face the princess, a light grin on his face.

“So what now?” he asked.

“Well, you can have this house now,” Celestia said.

“Shall we go inside?” Flit asked.

“I do suppose it is mine now,” Breeze said. The three of them walked into the house. Not a single cobweb was in sight, and the interior looked like it had not been disturbed for more than a day.

“Wow, it looks so... new,” Breeze observed.

“Yeah, that’s a bit weird,” Flit said.
“If my memory serves me right, there should be an armory and practice room downstairs should you require them,” Celestia said.

“Require them for what?” Breeze asked.

“For your studies, should you choose to undertake them,” Celestia said. That piqued Breeze's interest.

“What studies?” Breeze asked.

“Your studies in all things that are magical, is that not what you want?” Celestia asked.

“But... how... what?” Breeze asked dumbfounded. "How do you know about that?"

“I know of many things, like your great grandfather’s history, and that of Mixer, but I am always interested to see what the future holds for promising individuals,” she said.
Breeze’s mouth hung open. Celestia had just invited him to stay and study at the castle. He couldn’t refuse such an offer.

Breeze began studying much of the material that Twilight had been studying when she was about his age. Magic, history, science. But the subject that fascinated him the most was not any older practice. Instead it was the fairly new technologies that were developing in Equestria. Breeze began to build his own inventions, things which he had never dreamed of building before. Within a few months of his studies Breeze unveiled a creation unlike any other. He vaguely hinted at his new creation to Flit and the changeling requested to see it.

“Ok Flit. I present to you, Cogs!” he said, pulling away the cloth covering.
He revealed a metal cylinder that was on its side, with two arms sticking out of it, each one ending in a clawed gripper.

“What is that thing?” Flit asked, dubious of the hunk of metal.

“I call it Cogs. Watch!” Breeze said excitedly as he set a glowing crystal into the back of the cylinder.
When he placed the crystal the cylinder separated into four parts, expanding and angling the four sections to make the center wider. The two arms started to move and the grippers opened and closed, all the while hissing and whirring. Flit jumped back, while Breeze just stood there with a huge smile on his face.
After a few more seconds of hissing and little puffs of steam Cogs stopped flailing around and came to rest. The glass covering the crystal seemed to be looking around.

“Cogs, shake,” Breeze commanded, holding out his hoof. One of the metal arms extended to meet his outstretched hoof. It grasped the appendage and shook with the kind of stiff grip a pony would expect from a metal arm. Flit just looked on, mouth agape at the mechanical marvel.

“What?” Breeze asked, and Cogs gave a shrug as if in question.

“What?” Flit repeated back, breathless, jaw dropping almost to the floor.

“It’s not like he’s as smart as a pony. He’s about as smart as the average dog,” Breeze said assuringly.

“So you made yourself a pet?” Flit asked. Breeze nodded.

“Yep, but he’s much more than a pet, watch,” he said as he lifted Cogs onto his back.

“That looks ridiculous,” Flit said, looking at his friend with the oddly shaped thing on his back.

“Not at all," the pegasus said. "Cogs, could you pick up that book for me?” he asked, indicating with his head a book on the table where Cogs had previously been. The machine responded by picking up the book and handing it to Breeze, making a whirring noise as it did so.

“That’s amazing!” Flit said.

“Well, he can’t move without me or somepony else to carry him, but he’s still pretty helpful,” Breeze said.

“No not him, that,” Flit said, pointing to Breeze's flank. Breeze looked back and saw that he was now sporting a cutie mark. The new mark was a cog with a wrench and a lightning bolt crossed in the center.

“Yes!" He cried. "Cogs, high hoof!” Breeze said, putting his hoof up for Cogs, who returned the gesture.
Breeze paraded around the castle, astounding the staff as Cogs waved to each of them as he passed. Flit trailed behind the pair, shaking his head in stunned awe.

Breeze continued his studies well into his teens and into adulthood. One day he was rereading the Mixer Chronicles, trying to find some hint at the inspiration for the two grand inventions of Mixer; the airship that the Lunar guard used, still on display in the Canterlot Museum, and the Mobile Party, the musical mech that he had made for the unicorn DJ Vinyl Scratch.

Hmm, I never noticed that the last page was blank. Breeze wondered to himself as he finished. As if in response to his thoughts, the book magically wrote a chapter title on the blank page, “Death of a Hero”.

“An epilogue?” Breeze asked aloud. He read the chapter as it magically wrote itself on the page, the text scrolling down as it ran out of room on the page. "I can't believe this!" he claimed as the writing crawled to a halt.

“It’s all true,” he heard a voice say.

“Who’s there?” Breeze asked. He cast about the room to find the source of the voice. “Flit, are you playing a trick on me?”

“There is nopony here but you,” the voice said. "Well, and me. But I don't suppose I count anymore." Breeze closed the book and looked around again.

“You know, it is impolite to slam books shut,” the voice said.

“What?” Breeze said looking down at the thick book's cover, seeing the title in gold set above and below a bluish crystal.

“For Soulless’s great grandson, you don’t catch on very quickly,” the voice said, and Breeze saw the crystal pulse with the words. Understanding dawned on him.

“Great, I’m talking to a book,” Breeze said.

“I’ll let you know that I’m not just a book, though I haven’t really been anything else in years,” the voice said.

“Oh really?” Breeze said.

“You really don’t know much about your great grandfather do you?" the book remarked. "Then again, he never did like talking to ponies,” the book said. "He did love his books..."

“So I’m talking to a book, that also happens to be a dead pony. OK FLIT YOU CAN STOP NOW!” Breeze yelled to the room.

“There’s no need to shout, I’m right here, even though I don’t need ears to hear you,” the voice said. Breeze looked almost accusingly at the book.

“You're not really him, are you?” Breeze asked.

“The one and only, though I can't quite say ‘in the flesh’. More like ‘in the pulp’,” the book said with a chuckle.

“So where did you get the idea for the airship?” Breeze demanded. The book cleared its... well Breeze didn't want to think about that, before continuing.

“Well, as you might have guessed, I was under the effects of the Whirlwind syndrome at the time, so it was not so much an inspiration. It was based on convection being more efficient if you could regulate it with cold at the top, as well as heat on the bottom,” Mixer said.

“Do you mind if I hold onto you for a bit?” Breeze asked.

“Well, I think that now you've read me more times than even Celestia. Plus I’m still technically a book, so anypony with the proper clearance could rent me from the archives. So yes, you may,” Mixer's disembodied voice said.

“Great, now maybe I can build something even better!” Breeze said. “Wait till Flit gets a load of this.”

“It seems he is about to” Mixer said just before Flit walked into the archives.

“There you are Breeze, I’ve been looking all over for you,” Flit said. The changeling looked questioningly at the book which Breeze hugged tightly to himself.

“Flit, you’re not going to believe this, but Mixer is in this book,” Breeze said, holding up the book.

“Well yeah, it is all about his life,” Flit said.

“No I mean he is the book,” Breeze explained.

“Ok sure,” Flit said dubiously.

“I assure you, it’s quite true,” Mixer claimed.

“Who said that?” Flit asked, looking around.

“He did,” Breeze said, holding up the book.

“You don’t expect me to believe that a book is talking to me,” Flit said.

“But it is him, look at the crystal in the cover."

“Very good, you figured it out, I’m in the crystal! Bravo. Perhaps you are more like your ancestor,” Mixer muttered.

“Whoa,” Flit said, staring as the crystal pulsated.

“I know, right?" Breeze said. "How cool is this?"

“We have to show Celestia,” Flit said.

“She already knows about me, though she hasn’t stopped by to say hello in more than fifty years. Sometimes I get the feeling she's just forgotten about me,” Mixer said.

“I think this is invaluable. He has two hundred years of knowledge to share with us,” Breeze said. His eyes gleamed.

“Well, my life is literally an open book, so yeah,” Mixer said.

“I have something to show you,” Breeze said.

“Oh, this ought to be interesting” Mixer remarked. His voice was getting to Breeze. He was still trying to work out if the ancient pony was being sarcastic or not.

Breeze took Mixer to show him Cogs, who was now a fixture in Breeze's workshop, and filled the old training room in his house.

“Ah, I see you used a crystal to power the machinery, and you made it semi intelligent to boot," Mixer said, slightly surprised. "I see potential in this, though who made the crystal?” he asked.

“There is a supply of them in the house. There are also a few in the Lunar guard barracks,” Breeze explained. The book seemed to shake slightly.

“Ah, good memories in that place. Such a shame that it has strayed so far from what I originally intended it to be. Although," Mixer reflected, "I guess that was to be expected when Luna retired. I wonder how her and Sombra are doing,” he wondered.

“So what do you think of Cogs?” Breeze asked.

“He’s a little underdeveloped, I mean, he has no way to move about, and no way to communicate, and he is still rather simple,” Mixer said.

“Oh, wow, just bash everything about it why don't you,” Breeze said.

“Now, if you want to build a real clockwork golem, then I can help with that,” Mixer said, ignoring the young pegasus' remark.

“I don’t like that look...” Flit said.

“What?” Breeze asked, a smile plastered on his face.

Darkness Falls

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Chapter One:
Darkness Falls

Breeze and Flit had spent weeks building the clockwork golem with the help of Mixer. They had gathered all manner of gears, pistons, and other intricate mechanisms to complete the design. They built him in secret, down in Breeze's new house.

“Well, it looks just about done,” Breeze said, wiping some sweat and grease from his forehead.

“It requires one more component,” Mixer said.
“What?” Flit asked, pulling his head out of the open back of the metal behemoth. The golem, dubbed Colossus, was now compacted into a resting from, standing a little taller than Breeze, but when it was active it would stand a full head taller than Celestia.

“The heart,” Mixer said.

“But where would we get a crystal big enough to control the whole thing?” Breeze queried.

“You aren’t paying attention again, Breeze,” Mixer sighed. The pegasus tilted his head, looking to Colossus then back to the book. Understanding dawned on him as he remembered that Mixer could manipulate crystals.

“You want to be the heart?” Breeze asked incredulously.

“I didn’t help you make a masterwork of engineering to just sit back and watch you play with it,” Mixer said simply, the crystal glowing brighter.

“Breeze are you sure that’s a good idea?” Flit asked nervously. “I mean, he’s two hundred years old. He could be crazy for all we know.”

“Trust me. I've gone crazy before, and while it is humorous for a while, it grows tiring when you find a knife in your back,” Mixer said. "Now remove the crystal." Breeze pulled on the gem, which came loose surprisingly easily.

“Now this is an odd sensation,” Mixer said, his voice now having a more ethereal quality to it, as if it was coming from the whole room. "Never not had a form before."

“Can you even use the magic needed to power it?” Breeze asked the small crystal he held in his hoof.

“I am a little rusty. There's not much magic to be done as a book, but I assure you, I still retain my power,” Mixer said. Breeze went to the back of the golem and inserted the crystal into the heart of the machinery, letting it levitate in the large socket. When he retracted his hoof, the back of the golem closed. A blue glow emanated from the edges of the bronze colored plating.

“Breeze, I think you should step back,” Flit said.

Breeze took a few slow steps back as steam hissed from the large frame, and the sound of gears catching filled the room. From the front of the golem, Flit could see that the lens in the chest of the golem was now shining a bright blue as it started to stir.

“Hmm, this is different,” Mixer said, his voice now with a slight metallic ring. The golem shifted, growing taller on its reverse jointed two legs.

“Sweet Celestia,” Breeze mouthed as the golem grew to almost twice his height. Mixer, now controlling the golem, engaged the left arm, a thick appendage ending in three sharp claws, arrayed in a triangle. The claw opened and closed with a slight scraping sound as the claws grated together. Next he tested the right arm, ending in a three fingered hand. The two thick digits and thumb opened and closed smoothly.

“I am quite the genius,” the golem muttered.

“Hey, we built the stupid thing,” Breeze complained.

“True, and for that I am indebted to you,” Mixer said. The large golem lifted first the left, then the right leg, small jets of steam coming off as they were tested. “And now for the true test." The golem settled into a resting stance. Soon there were ice crystals forming on the outer shell of the golem and the temperature in the room dropped.

“What are you doing?” Flit exclaimed, alarmed at the sudden change in temperature. There was no response, only a slight glow from the chassis as the flakes of frost melted, and the room became balmy.

“So what, you’re a mobile heater?” Breeze laughed. His hair stood on end as a crackling sound filled the air and small tendrils of electricity arced across the surface of the metal.

“I am testing the limitations of my magic,” Mixer said finally, letting the charge dissipate.

“And?” Breeze asked, now interested at the answer.

“I can only affect the chassis, not any form of casting. Perhaps if I had a catalyst, then I might be able to project some form of magic,” the golem said.

“What is all this commotion?” a voice said from the upstairs. Flit muttered something under his breath.

“I hope you’re ready to explain building this to Celestia,” the changeling said to Breeze.

“Oh boy." Celestia stepped into the room and looked at the golem and then to Breeze. Her gaze wasn't exactly accusatory, but it wasn't exactly kind either.

“Now I see what you have been busy with,” the princess said, walking around the still golem.

“Yes, it took quite the amount of work,” Breeze said, trying not to sound nervous. Celestia nodded.

“It appears so. By the way, have you seen the Mixer Chronicles lately?” she asked, finishing her inspection.
Breeze was starting to sweat under her passive, yet powerful gaze.

“Yes, right here,” Breeze said, pointing at his saddlebag, laying open on a desk.

“May I see it?” Celestia asked. Breeze slowly pulled the book from the bag, careful to not show the front to the princess.

“Right here,” he said, holding it up.

“Cogs, may I see the book,” Celestia said, and the nearby construct obliged by taking the book from Breeze and handing it, cover up, to Celestia.

“Aha, I thought as much,” she said looking at the empty socket in the cover. “Ever the crafty one Mixer,” she said, knocking on one of the large legs of the golem.

“Just looking for a change of scenery Celestia,” Mixer said.

“I suppose I have been neglecting to read you haven’t I?” Celestia remarked quietly.

“Oh come now Tia, we both know that you don’t simply forget things,” Mixer said, the orb that could be called his eye boring into her.

“And we both know that you don’t do anything without a good reason,” she countered, her tone cold. The golem shifted. It took awhile for Breeze to realize that it was a sign of unease.

“Fine," Mixer said after a long silence. "I never could lie to you for very long. I have created this new body for myself because I believe that there just might be need of me, and I know that I’m not the only one who thinks that." The eye resumed its drilling into the princess. Breeze was awestruck by the exchange, both treating the other as an equal, but not necessarily a friend.

After a few seconds of staring, Mixer broke the silence again, “In any case, how is Twilight doing?”

“She is well," Celestia said, her tone and visage returning to her regular calm demeanor.

“If it is quite alright with you, I would like to conceal my return for as long as I can,” Mixer asked.

“And how do you conceal a huge hulking machine?!” Flit exclaimed, shaken from his stupor.

“By referring to me only by the golem’s name, Colossus,” Mixer said.

“I agree that your new body might cause some...” Celestia paused, “Issues.”

“One question, how are we going to get you out the door?” Breeze asked.

"Everypony outside. I would advise giving me some room,” Mixer said.
The three of them went into the cavern outside, leaving a wide berth around the front of the underground house. There was a shaking, then a sizzling sound as the golem teleported into the cavern, just above the ground. It landed with a solid thud that shook the immediate area. Mixer held the charred husk of the book he had previously inhabited. "So that's what happens to the catalyst," he muttered.

“Mixer,” Celestia said after awhile.

“Yes?” the dead pony questioned.

“Never do that again,” all three of them said.

“Agreed,” Mixer said, with what appeared to be a nod. "Far too unstable." They moved to the lift, now able to accommodate a whole patrol of guards on one of two platforms. The floor creaked when Mixer lumbered onto the lift, but it ascended and when they arrived at the surface it was slightly darker than it should have been.

“Why is it so dark outside?” Breeze asked, looking out a window into the sky.

“Something is wrong,” Mixer said, and stem puffed out from the chassis.

“I sense it too,” Celestia said gravely. She and the golem shared a look.

“Chrysalis,” both of them said.

“The traitor queen?” Flit asked.

“She’s back,” Mixer growled, grinding gears accompanying his speech. There was a thunderous crack and a green flash from the gardens, on the other side of the castle. “Celestia, go to Twilight. I will watch after these two." Celestia nodded and took off for the throne room. Flit collapsed on the ground, his face a mask of pain.

“Get out of my head!” he cried.

“Flit! What’s wrong?” Breeze yelled, moving over to his friend. The changeling twitched about in the floor, limbs spasming out of control.

“NO! I don’t want to,” Flit screamed, the last words slipping through clenched teeth. He cried out in pain, trying to clutch his head.

“Chrysalis is trying to regain control of the changelings,” Mixer stated. "She is in his mind."

“Flit, listen, it’s me your friend, Breeze,” he said, trying to help his pained friend.

“I’ll never follow you!” Flit shouted. His trashing fell to trembling, and soon he was still.

“He is free, but I wonder how many were not so fortunate,” Mixer said, and moved closer to the two. Breeze helped Flit up off the ground. "Can you stand, Flit?" the golem asked. The changeling nodded, and managed to remain standing when Breeze moved away.

“We have to help!” the pegasus said, starting towards the source of the commotion. Mixer grabbed him around the waist with his right hand and held him back.

“You are not strong enough to face Chrysalis.”

“He’s right,” Flit said, rubbing his head. Breeze stopped struggling against the immovable grip.

“Fine, what now?” he asked.

“Now we get you to the safety of the inner castle,” Mixer said, setting Breeze down. Breeze and Flit flew to keep up with Mixer’s large strides as they moved towards a more secure location. They came upon a pair of pony guards, surrounded by changelings.

“We need to help them,” Flit said.
“Who?” Breeze asked.

“All of them,” his friend said, exasperated.

“Not all can be saved to extinguish evil,” Mixer said, striding towards the group. He swung his great left arm and four of the five changelings went flying into a nearby wall. The fifth one looked in horror as Mixer was about to bring his claw down on him.

“WAIT!” Flit cried, throwing himself as a shield before his brethren. The claw stopped with a groaning of metal, and the changeling was cowering on the ground. “How can you just condemn them? They didn’t do anything wrong! The traitor Queen is controlling them,” he said.

“Please, don’t kill me,” the changeling cowering on the ground said. Breeze watched from a distance, noticing that Mixer’s glow had gone from blue to red during the brief fighting. The eye faded back to blue and Mixer went back to a resting position.

“I will heed your words Flit,” he said. "Though I doubt the wiseness of them."

“We can take you to the princess,” one of the guard ponies said. "The last we saw she was flying towards the throne room."

“What about him?” the other guard motioned to the remaining changeling.

“He will return to the queen. Try to help our brothers and sisters to fight the traitor queen’s control,” Flit said. "You will, won't you?"

“Yes,” the changeling said and scurried away.

“Let us proceed." The golem led the way as they made their way to the throne room. Twilight was there, fretting over the situation.

“Princess, there is fighting all throughout the castle. We can’t tell the traitors from the loyal,” a guard before her said.

“Where is Celestia when I need her?” Twilight asked, shaking her head.

“Princess, we were helped by these two and this, thing,” one of the guards escorting Breeze and Flit said.

“Who are they?” the purple alicorn asked.

“My name is Divergent Breeze,” the pegasus said, bowing.

“And I am Flit your majesty,” Flit said, doing the same.

“And what is that?” Twilight asked, pointing to Mixer.

“That is Colossus. He is our protector,” Breeze said. "We built him."

“Greetings,” Mixer said. If Twilight recognized the voice she gave no sign of it, instead questioning them as to what they were doing.

“We were just trying to get to somewhere safe,” Breeze said.

“Well there is nowhere safer than here,” Twilight said. There was a bright flash from outside, and a sharp cry of pain.

“Celestia!” Twilight cried.

“I will investigate,” Mixer said. His tone had shifted to something more robotic.

“Not without us,” Breeze said, flying behind the lumbering golem. "Flit, stay here," he called behind him. The changeling reluctantly sat down and watched his friend fly off towards danger. Twilight followed and a group of guards trailed behind her, all of them heading towards the commotion. Chaos was what greeted them. There were guardponies and changelings fighting all over, with Celestia and Chrysalis at the epicenter. Mixer waded into the fighting, making a straight path towards the two battling titans.

“You may have beaten me once before, but you will not this time!” Celestia roared as she fired a beam of aurite energy at the changeling queen. Chrysalis dodged the beam and fired a sickly green bolt back.

“Your time is up Celestia!” Chrysalis snarled. She was preparing to fire another bolt when a large clawed arm slammed down in the space she had occupied just previously.

“You are no match for all three of us!” Celestia said, as a burst of purple bolts flew from Twilight.
Chrysalis began retreating from the flurry of magic bolts and burning swipes from Mixer’s now magically charged arms. The few attacks she fired off in return simply bounced off of the hulking golem. She eventually turned and ran, her changelings breaking off from whatever fighting they were engaged in.

“You haven’t seen the last of me!” Chrysalis spat back as she fled.

“What do we do?” Twilight asked, landing next to the now cooling Mixer. "We can't let her regroup."

"That's all we can do,” Celestia said, landing on the other side of the golem. "Our force is scattered and confused right now. They won't be able to tell friend from foe." The princess looked about her at the aftermath of the battle. "And we have injured ponies to attend to. The best I can offer is to keep her flying out of Equestria."

“I will have her wings for this!” an angry voice roared. The true queen of the changelings descended beside them.

“Silk. How many have converted?” Celestia asked.

“That traitor took more than half of my swarm,” Silk fumed.

“Then she will not have as strong a force as I feared,” Celestia said.

“But she still has a small army,” Twilight pointed out.

“From the direction she took off, it looks like she will end up in the frozen north,” Celestia said.

“Good, I hope she freezes to death, her and the whole traitor swarm,” Silk spat, venom in her every word.

“The Crystal Empire has enough of a fighting force to stop a weakened changeling force. Your grandmother won’t last long,” Twilight said.

“Don’t call her my grandmother,” Silk said, disgusted.

“Calm down you two. We have pushed her back and she will be dealt with,” Celestia said calmly.

“Very well,” Silk said, calming down some, blowing on a stray lock of hair.

“I hope that’s the last we see of her,” Twilight said, remembering the first time she met Chrysalis. Back before she was an alicorn, Twilight Sparkle was a simple unicorn. When her older brother, Shining Armor, was going to get married to Cadence, Chrysalis impersonated Cadence in an attempt to take over Equestria.

“She has been a thorn in our sides for too long,” Celestia said.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Chrysalis had lost some of her changelings to various guard patrols on her flight out of Equestria, and even more to the frigid temperatures of the frozen north. Now she was on a low mountain peak, looking up through the clouds.

She was staring far beyond the clouds, into the depths of space where there lurked a powerful ally.
“Return...” she said, both physically, and mentally through magic. After what seemed like ages, still nothing happened. She was ready to give up, the cold seeping through her ebony form.

“Yes...” a voice hissed in a whisper.
The clouds parted and showed the black depths of space. A portion of this blackness seemed to detach itself from the sky and descended to the mountain top, defying the white surroundings with a pure, unchanging blackness. From this blob of darkness emerged an alicorn, black as the void, with a deep indigo mane, studded with pinpricks of light. He was garbed in armor the color of tarnished silver, and his eyes burned with a cold fire, two red orbs of malice.

“And who do I have to thank for releasing me from my imprisonment?” he asked in a voice that was smooth like velvet, but dark, like a predator.

“It is I, Queen Chrysalis, and I have released you to take what is rightfully mine,” the changeling queen said, shivering not only from the cold, but from the small swirls of shadow that seemed to fall from the alicorn’s wings.

“So, it is you." The alicorn stared at the changeling queen. "You have my thanks. Now begone!” he said, and a terrible darkness surrounded Chrysalis. Tendrils of the stuff oozed from the alicorn, wrapping about her.

“Wait!” she cried just before the blackness consumed her. The shadows halted, licking at her mane. "I have an offer for you."

“And what would you have to offer me?” the dark voice asked.

“I can help you, plan with you,” Chrysalis said, fighting panic. The alicorn thought it over, and the seconds stretched to minutes. Finally he nodded.

“Very well. You will serve me,” he said, and the shadows receded.

“And what shall I call you master?” Chrysalis asked. The alicorn grinned.

“Darkstar.”

The Hunt Begins

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Chapter 2: The Hunt Begins

Cadence was sitting in her room, staring out the window when she first saw it. At first is just appeared to be a storm front, a mass of dark clouds. Then she saw it, the true blackness that accompanied the surging clouds. She wondered what could cause such a total darkness, such an absence of light. But that was her life now. Maybe it was a manifestation of her mind since Shining Armor had died. So Cadence sighed and ignored the approaching storm. She began to drift off into sleep, the common way she passed time now. She was awakened by the screaming of her guards, and opened her eyes to be greeted by the sight of changelings descending from the cloud, followed by other, darker forms.

As she watched the swarm sweep over the city, she had a flashback to her wedding day. She had been imprisoned in the Canterlot caverns by Chrysalis, while above her the changeling queen impersonated her. The changelings had come close then to destroying Canterlot. Cadence watched now as below her the Crystal Empire fell to that darkness. She cried, both for the painful memory, and the sight before her.

She knew as much as anypony that she was powerless to stop this invasion. Over the past hundred years she had let the Empire fall into disorder. They had no army. The only trained fighters were in the castle, and Cadence could see that the changelings outnumbered them at least three to one. How, though? She had received a letter from Celestia saying that the rouge changelings numbered only half of her force.

Then she saw it. The majority of the dark forms were not changelings at all. They trailed shadows, and had only vague form. Shades. Cadence watched on as her guards formed up outside the castle gates. The front row leveled spears towards the oncoming darkness. The shades flicked between the sharp points, launching tendrils of darkness which latched onto the spear bearers. In seconds the front three rows were gone. In a minute the swarm was through the gates.

Despite this, she watched as the guards fought valiantly against the changelings and shades. They showed little fear, but immense ineptitude. They hadn't been trained for this. The guards put up a fight, but slowly they began to fall to the merciless onslaught. The princess pushed away from the window, and set off for the throne room.

Cadence walked through the palace, hearing the panicked screams of the ponies below as she passed a window. “Oh Shining, what can I do?" she asked. "I can’t do this without you.” She continued walking, hanging her head as she reached the throne room, and looked out from the balcony. Below, circled around the inner palace, was the last of the guards, fearlessly battling changelings and shades with their spears. Many of them were veterans in her service, and understood why it was so important to protect her and hold the line. But against the number of changelings, paired with the almost undying shades, they could not hold out long, and soon the circle broke.

Cadence sighed, and walked back into the throne room, staring at the seat she once held so proudly. She heard the sound of wind rushing and she looked to see Chrysalis and Darkstar standing on the balcony.

“Dear cousin, you could have put up more of a fight than this,” Darkstar said.

“What does it matter,” Cadence sighed, turning from them. "I've let this Empire fall into ruin. It's been a lost cause for a century."

“Aw, now what do you think Shining Armor would say about that?” Darkstar asked, spreading his wings, letting a large drop of shadow fall and move in front of him. Slowly, the dark splotch rose up, morphing into a slightly darker image of Shining Armor. Tears filled Cadence’s eyes as she saw her dead husband.

“Oh Shining!” she sobbed.

“Cadence,” the shade whispered, moving closer to her. Cadence didn’t know if it was real or not, but she didn’t care, she just clung to Shining Armor and cried.

“How touching. But do speed this up; I don’t have all day. Well, actually I do,” Darkstar said, giving a mirthless laugh. Shining Armor pushed Cadence away from him, warding her off with a hoof.

“Cadence, I’m sorry, but it will be easier if you just surrender. I don’t want to have to hurt you,” Shining Armor said.

“What did he do to you?” Cadence said through her tears.

“He brought me back, but I’m under his control. I have to do what he says, otherwise..."

"This," Darkstar interrupted. The shade fell to the ground, writhing. The image of Shining Armor began to fade away, stretching thin until he was almost the size of a sliver.

“Otherwise, it will tear his essence apart,” Darkstar explained as Shining Armor's form returned to its normal state. He bore no marks, and his face showed no signs of pain. "The best part is, it doesn't actually hurt him. I can do whatever I please with his spirit," the dark alicorn said as Shining Armor was ripped nearly in half. "And all it hurts is you." The shade became whole again.

Chrysalis just stood and watched, even her heart being stirred by her new master’s cruelty. She knew more than anypony how Cadence really felt about Shining Armor. And the princess was on the verge of collapsing from the force of her cries.

“Alright, I surrender, just please stop doing that. And please don't separate us,” Cadence pleaded.

“Its not really at the point where you can surrender anymore, but I'll accept the gesture. Very well, you two can spend all the time you want together in the dungeon,” Darkstar said. He waved a hoof and six shades appeared in the room.

“Take them away,” he ordered the pony specters. He moved over to the throne and sat down on it, letting his blackness spread over it.

“I wonder if this is how my father felt when he ruled,” Darkstar mused. He noticed Chrysalis as if for the first time.

“Chrysalis, you may do what you wish to the ponies for now. But mind you, I will have a use for them later,” he said. The changeling queen nodded, and quickly strode out of the throne room. She didn't want to be near that dark alicorn.

Meanwhile in Equestria, Twilight was taking damage control after the incident.

“So how many casualties do we have?” the purple alicorn asked the captain of the guard. He was an old stallion, and sported a well trimmed mustache, which he stroked meaningfully.

“There were quite a few with minor wounds, and a few serious injuries, but so far no deaths,” he said. The princess nodded.

“That’s good. I’ve had enough death,” Twilight said, her eyes sliding slightly unfocused. A polite cough interrupted her reverie.

“There was no major damage to the castle or the surrounding buildings,” another pony said, this one her advisor, Flawless Statistic. "Just a few chunks of mortar missing from your and Celestia's fight with Chrysalis.

“So it wasn’t that bad. No innocent ponies were hurt and no property damage,” Twilight said, giving a relieved sigh. Her mentor glided into the room.

“Twilight, I have to talk to you,” Celestia said, moving to join the princess.

“What is it Celestia?” Twilight asked.

“I must talk to you about something very important,” the white alicorn said. “In private,” she added quietly. The two of them walked away, leaving the guard captain and Stats to figure the reconstruction and injuries out. The two wandered out of the throne room, and Twilight only broke the silence when no pony was in earshot.

“What is it?” she asked, concern edging her voice.

“Do you remember Shooting Star?” Celestia asked.

“Luna and Sombra’s son?” Twilight responded, mildly confused.

“Yes. He has returned. I have felt his presence,” Celestia said gravely. Twilight stopped suddenly, the words almost like a brick wall.

“What?! But I thought you banished him to the stars?” Twilight asked, now with an edge of fear.

“Because I have a great history of banishing evil to places from which they will never return," Celestia sighed. "Twilight, he has returned, and has already taken the Crystal Empire,” Celestia said. Twilight’s eyes grew wide and her mouth hung open.

“I must make sure that his taint does not affect the rest of Equestria. You must find the new bearers of the Elements of Harmony,” Celestia said. Her old apprentice closed her mouth and gave a slight nod. She always does better when given direct orders, Celestia remarked to herself.

“I have faith in you,” she said aloud, spreading her wings and preparing to take off. "I go now to set the barriers which will protect us."

“But wait! How will I know when I have found them?” Twilight called as her old mentor took flight.

“Use your heart, and you will know,” Celestia called back, and flew off to set the magical defenses. Twilight hung her head. It seemed like an impossible task in such a short period of time. Celestia seemed to have confidence in her though.

"But how can I find them when I have given up my own element for so long?" Twilight thought to herself. She walked back to her assistant and the guard captain. Her aid noticed her torn face first.

“Princess is there something wrong?” Stats asked.

“No, nothing wrong. But I do have a new task for you,” Twilight said, hardening her resolve.

“Oh?” both of them said.

“Yes. I need you to go and fetch the Elements for me,” Twilight said to Stats.

“The Elements? The Elements of Harmony?” Stats asked. The guard stepped back quietly and returned to his duties.

“Yes."

“But they have been dormant for over a hundred years,” he protested.

“I know. I ordered them so, unless you've forgotten." Twilight's eyes struggled to remain in focus. She wouldn't become like Cadence. She wouldn't let their deaths affect her. "It is my duty to find the next bearers for the Elements,” she said finally.

“Very well, I shall fetch them,” Stats replied, and ran off to do so.

“Breeze!” Twilight called to the pegasus who happened to be standing off to one side of the room, talking with Flit. Mixer sat against the wall beside them, appearing to be off.

“Yes princess?” he asked, the two of them walking over.

“I wanted to ask you, how did you build that golem?” she asked.

“We put him together based on Cog’s design, with quite a few modifications and a crystal core,” Breeze said. Twilight nodded.

“Well, thank you for doing so. It was a great help in the fighting,” she said.

“You are welcome,” Breeze replied with a bow.

“Flit?” Twilight asked.

“Yes princess?” the changeling asked.

“I would like you to accompany Breeze, as you have been doing, and be a link between me and your queen,” she said.

“As you wish,” he said, bowing. Twilight dismissed the two friends. They returned to Mixer, who sat off to the side, playing the part of the unassuming metal giant.

“What was that about?” he asked Breeze as they walked back over to him, lights flickering on.

“Twilight wanted to thank us for building you,” Breeze said.

“And she told us to stick together,” Flit added. The golem stood.

"Sound advice," it said.

Twilight sat thinking to herself, now that Stats was taking care of most of the work. She thought about which Element to start with, and which ones would be the easiest. She thought about looking for the Element of Magic first, being that she was once the Element of Magic. She might have the strongest connection to it. Then she decided that she should look for the hardest to find first, giving her more time to find the Element of Magic on her own time. But if she found one, surely the others would fall in place shortly afterward. So she should find the easiest first. The more she thought about it, the harder it became to think of a good way to find the Element's bearers.

“Oh, I wish my friends were here to help,” she muttered to herself.

The day after the incident at the castle a unicorn was walking along the street, heading to a special performance. He was a white stallion with a blonde mane and deep blue eyes. He wore a black formal jacket and had a violin case on his back. In any other city he would have stuck out, but in Canterlot roaming musicians in full attire were quite common.

“Hey, here comes Treble!” another unicorn said passing him.

“You know that joke is old, right Tonic?” he said to his friend. "Or have you been living under a rock?"

“Aw, I know that, but it’s still fun messing with you,” Tonic laughed. The other unicorn shook his head.

“Okay. Ha ha. Now if you don’t mind, I do have to be somewhere,” Treble Pitch said.

“Oh? And where does mister violin player have to be today?” Tonic jibed.

“If you must know, I’m going to play for my mare friend,” he said, waving off Tonic.

“Oh, I’m sure she’s going to enjoy that,” Tonic said.

“Candy always likes my playing,” Treble said, voice only slightly defensive. His friend held up a hoof in surrender.

“Ok, I see I’ve given you enough treble,” Tonic said, bursting out laughing.

“If you don’t watch where you're going, you’ll hit a pole,” Treble said annoyed.

“What pole?” Tonic asked, before he was smacked to the ground.

“That pole,” he said and left his friend dazzed on the sidewalk. He continued on until he got to a two story cottage and opened the door.

“Happy Birthday!” he said, as a pink unicorn came over and kissed him. She smiled up at the musician.

“I missed you,” she said.

“I'm sorry. I had to stop and pick up my violin before I came here", he apologized , taking it out of the case with magic while he hugged Cotton Candy. "I hope you don't mind."

“Yay, I get a concert all to myself,” she said, clapping her hooves.

“You always have me to yourself,” he stated, and made sure his violin was in tune. He proceeded to play a few tunes for Candy, who let the music wash over her.

“I always love it when you play for me,” she sighed when he was finished.

“I always love playing for you,” he said, setting down his violin to join her on the couch.

“So, what else do you have planned for today?” she asked him.

“Oh, something I think you will like,” he said.

Back in the Crystal Empire, Darkstar was contemplating his next move. Chrysalis was trying to persuade him towards war.

“Darkstar, why don’t you just march on Canterlot now? They are weakened and would not be able to stand against you,” changeling queen said. "We outnumber them."

He chuckled, “Because, my dear servant, Celestia and my mother would both join with Twilight, and even I cannot fight all three of their combined powers,” he said. "Luna has a habit of showing up when she is least wanted. I'm afraid in this case it would be by me."

“Then what do you propose we do?” Chrysalis asked. He smiled and stood up, letting five shadows drip from his wings as he walked over towards her.

“Why, my dear Chrysalis, I’m going to use Twilight’s one weakness...” he trailed off, letting the five forms finish his statement for him. Chrysalis’s eyes went wide. Before her stood the shades of Applejack, Rarity, Rainbow Dash, Pinkie Pie, and Fluttershy. They looked just the same as when she had last seen them. However, after a sweep of Darkstar’s wing, they all took on more evil guises.

Pinkie’s mane deflated, lying flat, and her expression darkened. Rarity now wore an outfit that made her look like some kind of dark countess. Rainbow Dash wore the outfit of the Shadowbolts, an opposite to the Wonderbolts that Nightmare Moon fabricated. Fluttershy looked the same, except that she now had a more evil about her. Just in general. Applejack, now had a black hat on and a black duster on, a rope at her belt, and a dagger hanging on her right side.

Chrysalis was speechless.

“Magnificent, aren’t they?” Darkstar said. "Perfect opposites of their pure selves."

“What did you do?” Chrysalis asked breathlessly.

“I created the perfect tools for fighting Twilight,” he said. "The warped souls of her dead friends."

“What do you want us to do boss?” Rainbow Dash asked, giving a salute.

“I have no doubt that my aunt has begun looking for the next bearers of the Elements of Harmony. Learning from my mother’s mistakes, I will neutralize them before they have a chance to use them,” Darkstar said.

“What do you intend to do?” Chrysalis asked.

“I intend to have these five hunt down the new bearers, and bring them back to me, dead or alive,” he said.

“Just give me a name,” Pinkamena said.

“All in good time girls. For now, why don’t you go and gather anything you could want,” the alicorn said. Pinkamena turned and walked towards the armory. Fluttershy flew out to find some creatures.

“I think I shall go find Spike,” Rarity remarked, and then departed.

“I need a few members if y’all want a posse,” Applejack said. Darkstar fanned his wings and three more shades appeared: Big Mac, Braeburn, and an adult Apple Bloom, all dressed in black attire. The new shades all nodded towards their new master.

“Thank ya kindly,” she said and left with her posse.

“And what about you?” Darkstar asked Rainbow Dash.

“I don’t need anything, sir,” she said, holding a salute.

“Oh come now. Are you sure you don’t want me to give you Spitfire, or any of the other Wonderbolts?” he asked.

“I don’t want to work with anypony that is not directly loyal to you,” she said. Darkstar smiled.

“Ah, there it is, that old element of loyalty. Though now in a far different place,” he said laughing.

“I can’t believe it,” Chrysalis said.
“What? Can't wrap your head around the fact that I can actually succeed where so many have failed?” he asked. “I have the loss of both my parents, Discord, and yourself to learn from, not to mention the whole ordeal with New Pegisopolis,” he muttered.

“No. I didn't believe that I would see them again,” she said.

“Dear Chrysalis, I can bring back any number of ponies. In fact I just thought of a good contingency,” he said, a wicked grin crossing his face.

“What?” Chrysalis asked, her voice shaking.

“Oh, you will see,” he said. “Should I have to use it.”

“So what has the princess all in a tissy?” Breeze asked, as he, Flit, and Mixer rode the lift down to the caverns.

“She is trying to find the next Elements of Harmony,” Mixer said.

“What?” both Breeze and Flit asked.

“Celestia instructed her to find the new bearers for the Elements of Harmony, and the dilemma of finding six ponies out of all of Equestria is proving quite daunting,” Mixer said.

"How do you know what's going on?" Breeze asked.

"Having no ears is quite beneficial to one's hearing," Mixer said mysteriously. The pegasus decided not to push the subject.

“What were the Elements again?” Flit asked.

“Loyalty, Laughter, Honesty, Kindness, Generosity, and Magic,” Mixer listed.

“How does one go about finding six ponies that embody those qualities? It’s like trying to find six needles in a very large haystack,” Breeze grumbled.
“More like six needles in a needle stack.” Mixer said, to questioning looks. "You see," he explained, "every pony embodies some kind of element in some quantity, and every other element in lesser quantities. You can't simply cast about for a loyal pony, because at some point almost every pony is loyal. A better analogy would be trying to find six keys on a giant key ring. Only one key will open each element, but until the element is opened it just looks like any other key.”

“Well, how did Celestia do it?” Breeze asked.

“She is an alicorn that has been alive for over a thousand years and has the power to raise the sun. For her, that was probably as easy as picking out something to wear,” Mixer said. "Or it was just blind luck."

“Then why isn’t she helping?” Flit questioned.

“I don’t know,” Mixer said honestly.

“Then how does she expect Twilight to find them? She’s only around two hundred, and she has to worry about Chrysalis on top of that,” Breeze said.

“Perhaps she doesn’t,” Mixer said cryptically.

“Oh great, not you too,” Breeze complained.

“I can’t begin to understand her mind, but I can hint at her intentions,” Mixer said.

“So how does she expect to find the Elements?” Breeze asked.

“She doesn’t. She expects them to find us,” Mixer said.

“So when are we supposed to know when one shows up?” Flit asked.

“There is no way to tell until all six are gathered. Then the Elements power will rekindle and the new bearers will be able to use them,” Mixer said.

“So is there any way to guess who the six are?” Breeze asked.

“The six will be drawn to each other by fate, and together they will find their true destiny,” Mixer said.

“There you go again! Talking in riddles like some prophesy,” Breeze said.

“I just know that things will happen in the near future, and that they will be life changing,” Mixer said.

“Oh Spiiiiike,” Rarity called around the large cavern. She continued walking until she bumped into something hard.

“Oh, there you are,” she said. The large dragon stirred, revealing a large pile of treasures.

“You’re not so little anymore, but that’s good,” she said.

“Rarity?” a deep voice boomed.

“Yes, it’s me Spike, and I need you to do something for me,” she called up to the dragon.

“Rarity...” the voice boomed longingly.

“NO! Bad dragon!” she scolded, swiping at his descending claw with a dueling saber.

“Spike sorry,” he said sadly. His voice would have made Rarity cry as well, if she could feel emotions anymore.

“Good boy, now let us go and say hello to an old friend,” she said.

“Now listen here, our boss Darkstar wants us to find the next Element of Honesty,” Applejack said. “Now as y’all know, I was the Element of Honesty. That don’t matter now. All that matters is that we find this pony, whoever he or she is, and bring em in,” she said.

“Eeyup."

“You got it sis,” Applebloom said.

“Sure wish we had the whole family,” Braeburn lamented.

“Well, we’ve got to work with what we’ve got,” Applejack said.

“So how are we going to find this pony?” Apple Bloom asked.

“I can smell him, he’s here in the Crystal Empire, I just know it,” she said.

“Then we best get a move on,” Braeburn said.

“Eeyup."

--
“Come here my friends,” Fluttershy said. A few seconds later a pack of timberwolves and a manticore emerged from the undergrowth of the Everfree forest.

“Darkstar wants us to hunt down the next Element bearers, and he was nice enough to bring Angel back too,” she said, as the white rabbit stood on her shoulder. There was a series of growls and grunts and more timberwolves gathered in the clearing.

“I want you to find them and bring them to me,” she said. Growls and roar greeted her, and her animal followers stampeded off.

“Blasted Alicorn!” Pinkamena said, sharpening a sword. Sparks flew off of it, several landing in her mane. She didn't care.

“He brought us back to life. You should be grateful,” the other one said.

“Yeah, but he wants us to hunt down other ponies,” she said, pausing in her sharpening if the blade.

“So?” the other one asked.

“How can you just hunt down ponies like that?” Pinkie asked.

“Easy, with a good blade,” the other one said, checking the edge of the sword. She resumed sharpening it.

“And what about Twilight huh?” Pinkie asked.

“Shut up already! I’m in control now,” she said, looking up. She remained silent for a few seconds.

“Good, we have an understanding,” she said, and went back to sharpening the blade.

Loyalty

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Chapter 3
Loyalty

I wonder what kind of wimpy pony is the new Element of loyalty? Rainbow Dash wondered to herself as she soared through the sky, heading straight towards Canterlot. She felt as if she was being drawn to the royal city, a distant part of her corrupted soul pulling her towards it. She knew that the next Element of Loyalty had to be there. So she had decided that instead of waiting around for the others to start, she would go and be the first to bring back an Element bearer.

“I’m gonna prove that I’m the best,” the shade said to herself. On the distant horizon, the first spires of the city became visible.

“What are you looking at?” Breeze asked Mixer. They were back inside his house under the castle. The golem was standing off in the corner. It had taken several days, but they had managed to convert one of the outer walls of the building into a kind of drawbridge, allowing the hulking Mixer back into the workshop in which he had been made.

“Something that shouldn’t be here,” Mixer responded. His gaze

“I don’t see anything,” Flit said, looking around.

“Exactly,” Mixer said cryptically.

“What?” Breeze said staring at the section of wall Mixer had focused on.

“There should be a door there,” the golem said. "And now... there isn't."

“There was never a door there,” Flit said. "There is one over there," he said, pointing to the entrance to the room.

“Hmm... I must have been mistaken...” Mixer said. Breeze shared a worried glance with his friend.

“Are you sure you weren't damaged in the fighting? It is an untested design after all,” the pegasus said.

“You may have a look if you wish,” Mixer said, and the golem powered down. The back cracked open, and a thin trail of smoke issued from the metal giant. When Breeze looked into the mechanisms, he saw that the crystal was now the same size as the mount, and that all the gears inside seemed to glow slightly.

“Are you keeping this thing together with magic?” he asked.

“I’m using magic to enhance the performance of the mechanisms,” Mixer answered.

“Well, you are wearing on the left side already,” Breeze said, reaching into the compartment. There was a grinding sound, and then Breeze retracted his hoof, holding a fractured gear. “You already busted a gear, and some of the others are wearing. If you keep this up you won’t last a week without repairs,” the pegasus said. The golem didn't answer. The light from his eye dimmed.

“Hello?” Flit said, waving his hoof in front of the eye of the golem.

“Are you even listening?” Breeze questioned. After a few seconds the glow resumed and Mixer answered.

“Sorry. Now if you would replace the gear, I will make sure to strengthen them next time.”

“What’s up with you?” Breeze asked.

“Nothing, just a little distracted,” Mixer said.

“By what?” Flit asked.

“Memories...” he replied.

Breeze sighed. “Flit, I have to go fix this gear real fast, you go see if any of the shops around here have stronger parts, and maybe some better oil.” He turned back towards the golem. "And you, stop just dropping out without any explanation. You keep worrying us."

“Alright,” the changeling and golem said, both reluctantly. Flit went back to the lift. The changeling rode up the lift, muttering to himself about the situation.

“Why do I have to go get oil for the thing? I don’t even like him,” he said under his breath. He arrived at the top and walked through the castle, unaware that there was a fast approaching dot in the sky. The dark streak barely caught his eye before he was knocked sideways into the wall.

“Where is he?” Rainbow Dash questioned, looking around, ignoring Flit and the shattered glass around her. The changeling sat up and rubbed his throbbing head.

“No way! Not this thing!” Rainbow Dash said, seeing nopony else around.

“Who are you?” Flit asked.

“There has to be some pony around here,” Rainbow Dash said, frantically looking around for any trace of a hiding pony.

“Who are you looking for?” Flit asked.

“I can’t believe this!” Rainbow Dash said, lunging at Flit, leaving a hoofprint on the wall. "I failed!"

“What was that for?!” Flit asked, standing up after rolling out of the way.

“I’m going to be a laughing stock,” Rainbow lamented as she went after Flit, swinging her hooves at his face.
He kept using his wings to dodge backwards down the hall as Rainbow Dash kept on him. Flit ended up tripping on one of his landings and Rainbow Dash was about to bring a hoof down on him when it stopped in mid air.

Flit looked out from behind the leg he had lifted in defence and saw a black appendage holding tight to Rainbow Dash’s hoof.

“No...” Rainbow Dash whispered, looking mortified.

“Hey,” the black unicorn said, giving her a small grin. Rainbow Dash tried to back up, instantly forgetting about Flit. The unicorn held her still with one leg.

“No, no, no, it can’t be you,” she said.

“I’m afraid it is,” he said, stretching his free legs.

“But... but...” Rainbow stuttered.

“What? We don’t see each other for almost two hundred years and not even a hello?” he asked, looking almost hurt.

“No! It can’t be you!” Rainbow screamed, yanking herself away from him.

“So what’s with that outfit? Is it Nightmare Night already?” he asked looking out the window. "I thought I would be here a few months before that." Rainbow Dash shook at the knees, staring at the pony she had thought long dead.

“What is going on here?” Flit exclaimed.

“I guess that you just happened to be flying by when this changeling offended you somehow?” Soulless asked Rainbow Dash, ignoring Flit.

“But, you can’t be alive...” Rainbow said weakly.

“Well, technically, I wasn’t. Not until the timer went off,” he said. "But then again, neither can you..."

“What? What timer?” Flit asked.
Soulless brandished his hidden blade at the changeling.

“Quiet,” was all he said.

“No...” Rainbow Dash said, shaking her head.

“What’s wrong?” Soulless asked. His concerned expression quickly hardened as the implications of her appearance caught up to him. "Why are you here?" Rainbow Dash turned away and flew out the window that she had crashed through, quickly flying off into the distance.

“Well, you certainly do have a sense of timing,” Mixer said, Breeze holding the sizable crystal which powered the golem with his wing while he walked up. Breeze rushed over to his friend, helping the changeling off of the floor.

“Who are you?” he asked the black unicorn.

“Is that a hidden blade?” Soulless asked Breeze, pointing to the leather bracer on his left foreleg.

“How did you know?” the pegasus asked.

“Because, he’s the one who made it,” Mixer stated. His old friend turned towards the golem.

“Out of that book I see,” Soulless said.

“Yes, but this is rather taxing. It's hard not to go dormant with such a large crystal outside of my new housing,” Mixer said. Soulless looked quizzically at the crystal. "I'll explain later."

“Flit, what’s going on?” Breeze quietly asked his friend.

“I was hoping you would know,” the changeling said.

“Breeze, meet your great grandfather,” Mixer said, overhearing the hushed conversation. Both Flit and Breeze let their mouths drop open.

“What!?” they both exclaimed, Breeze dropping Mixer’s crystal.

“Ow,” the crystal said dimly.

“I take it that nopony but you knew about this,” Soulless said to the crystal.

“No, but can we get back to my body please? This is getting hard to keep up,” Mixer said, the glow from his crystal slightly dimming. Breeze picked up the crystal again, and turned to lead the way to the lift.

“I’ll let you explain on the way,” Mixer said to Soulless. By the time they got back to the cavern, the unicorn had explained how he had put himself in stasis, hiding himself from the world after Rainbow Dash died.

“You’re lucky that the regeneration from your old augmentation expanded your life span, otherwise you’d be a shriveled old pony by now,” Mixer said, now safely back in Colossus.

“So I get to wake up to you being in a giant robot, as smug as ever. Great,” Soulless said shaking his head. The golem shifted its eye upwards.

“You better get ready,” Mixer said.

“For what?” Soulless asked.

“To explain all this to Twilight,” Mixer said, as the rest noticed that the lift was coming down.

“Oh joy,” the unicorn said, his ears drooping.

“Hey, at least you don’t have those sunglasses anymore,” Mixer said.
Soulless groaned as Twilight stepped off the lift. He began to turn invisible, but a quick jolt form Mixer kept him from doing so. He instead decided to hide behind the large machine.

“Where is he?” Twilight demanded.

“Who?” Breeze asked innocently.

“Some guards said that there was a commotion, and that they saw a black unicorn,” she said. "Specifically one who looks like the long gone Soulless." Mixer shifted, revealing the black unicorn.

“Hi,” he said, raising a hoof lamely. Twilight immediately picked him up with magic and proceeded to look him over. She began to poke and prod him, making sure he was solid.

“Ow,” Soulless said after a particularly hard jab. The princess frowned slightly.

“Ok, so you’re not an illusion, or a ghost, or a fake,” she said, satisfied with her inspection.

“Great, now can you put me down?” he requested. She let him drop from the air, landing softly on the ground.

“Soulless, what are you doing here? I thought that you were dead.” she asked.

“Well, I’m obviously a zombie pony,” he said, rolling his eyes. “No, I put myself in stasis. Now I’m awake, and the first thing I’m greeting with is Rainbow Dash in a Shadowbolts costume, trying to beat up this changeling here,” he said, gesturing to Flit.

“What?" Twilight exclaimed.

“Yes, she seemed to be awful worried about something,” he said.

“It seemed like she was looking for something,” Flit said.

“What?” Twilight repeated.

“She was looking for somepony, then she attacked me,” he explained.

“Why would she be looking for somepony?” Breeze asked.

“I don’t know, but this is unsettling,” Twilight said. “Two ponies coming back from the dead in one day.”

“Are we there yet?” Cotton Candy asked Treble.

“Almost, but no peeking,” he said.

“Alright,” Candy said, resisting the urge to lift up the blindfold off her eyes. After a few more feet he stopped her.

“Ok, you can take it off now,” he said. The sight she was greeted with made her squeal in delight.

“Oh Treble!” she said, hugging him.

“I thought you might like a picnic out of town,” he said. "Looks like I was right."

“I love it,” she said, kissing him on the cheek. They settled down to enjoy the picnic that Treble had prepared especially for the occasion. The only interruption was the dull roar of an object hurtling extremely fast extremely high above them.

“What was that?” Cady asked, looking up at the dark streak that rushed across the sky.

“Probably just some pegasus in a rush,” Treble said, taking a bite of a sandwich.

“Today is just so perfect,” Candy said, sighing and laying back on the grass. Treble smiled, laying back with her.

“I’m glad that it turned out perfect,” he said. They spent some time just laying on the grass looking up at the sky.

“I wish this day would never end,” Cady said, closing her eyes.

“Rainbow Dash, where are you going in such a hurry?” Rarity asked as she stopped her speeding friend.
The pegasus looked as if she had seen a ghost. Rarity held her in place with magic, Spike hovering in the air beside her. The cyan mare continued struggling against the restricting magic.

It looked as if Rainbow Dash was just going to keep flying and flying, until she couldn’t fly anymore.

“S-Soulless,” she said, taking quick panicked breaths.

“Calm down deary. Tell me what happened,” Rarity said, letting Rainbow Dash go. The pegasus fell to the ground.

“H-h-he...” Rainbow trailed off.

“I’ve never seen you so rattled before,” Rarity said, concerned.

“How can I go back?” Rainbow Dash sobbed, grabbing Rarity by the front of her outfit. "How?"

“Let’s get you back to Darkstar, dear. There’s obviously something wrong with you,” Rarity said, trying to comfort her friend.

“NO!” Rainbow Dash cried, pushing her away. “How could I face him when I failed?”

“I’m sure it will be fine,” Rarity assured her.

“I can’t,” Rainbow Dash said, turning away.

“Rainbow Dash wait!” Rarity called after her friend, but she had already taken off.

“Should we chase her?” Spike asked.

“No,” Rarity said, watching as her friend flew out of view. "We've got our own mission to worry about."

While Rainbow Dash fled to wherever she was going, Applejack and her posse were scouring the Crystal Empire trying to find the Element of Honesty.

“Sis, I can’t find anything,” Apple Bloom whined.

“I told you, look again!” Applejack snapped.

“You don’t have to be so hard on her,” Braeburn said. “We didn’t find anything either.

“Nope,” Big Mac added. Applejack threw her hat on the ground.

“We’ve been searchin' all over and not a single trace of this pony,” she snorted. "This is crazy."

“Maybe we’re goin about it all wrong?” Apple Bloom suggested.

“Can’t you like sniff this pony out or somethin?” Braeburn asked. AJ glared at him.

“I’ve tried that, but everytime I think I’m gettin close, I lose the trail,” she said.

“Then, why don’t we try stickin together? Maybe we can find this pony if we work together,” Apple Bloom suggested.

“It’s worth a shot,” Braeburn said.

“Eeyup,”

“Well, I suppose it couldn’t hurt none,” Applejack admitted. She lifted her nose and took a few sniffs.

“I think they’re this way,” she said, pointing towards a cluster of homes in a cordoned off section of the Crystal Empire.

“In there?” Apple Bloom asked. "Seriously?"

“Yeah, you sure your sniffer’s workin?” Braeburn asked. The cordoned off section was crawling with changelings, and few ponies lived there. Of the few brave ones that stayed, most were now in cocoons, being used to feed the changelings.

“I’m sure of it,” Applejack said, and started off towards where her nose was pulling her.. The other three shades slowly followed behind her.

“Chrysalis!” Darkstar called.

“Yes Darkstar?” she asked, rushing into the throne room. The alicorn would have found it amusing the way she heeded his every call. As it was, he had other things to think about.

“It appears that Rainbow Dash has jumped the gun and alerted the Princess to her presence,” he growled.

“So what do you want me to do?” the changeling queen asked.

“Take a small army of shades and changelings. Draw her attention. We don’t want her catching on to us too soon,” he said.

“But won’t a direct attack provoke Twilight?” Chrysalis asked.

“If you are afraid, I will just send Shining Armor to deal with it,” he snarled. "Or would you prefer cowering here under my protection?" Chrysalis gritted her teeth, taking the heat of his withering glare.

“Very well, lord. I shall take a force and attack Van Hoover,” she said.

“Good. That should draw her attention away from Canterlot and the rest of Equestria,” Darkstar said, temper settling down.

“What if the Saddle Arabians come to their aid?” Chrysalis asked. The alicorn brushed the concern aside.

“They could not get here in time, and the New Pegisopolis fleet was disbanded over a hundred years ago. You should be able to at least hold your own,” Darkstar said. Chrysalis bowed her head and turned to leave.

“Oh, but on second thought, you have a tendency to fail. Go ahead and take Shining Armor with you, he should prove to be more of an adequate commander,” Darkstar said. Chrysalis ignored his insult and left the palace to call together her changelings.

“Today we will march on Van Hoover in a bid to steer Twilight’s attention from Canterlot,” she began. “You all understand the price of failure. Now, prepare to move out. We will be leaving with the shades in one hour,” she said, and left her swarm to prepare.

“Where are they all goin?” Apple Bloom asked as the changelings started to leave their section of the city and amass at the gate.

“I don’t know, but it will make finding this pony that much easier,” Applejack said.

When all the forces had amassed, Chrysalis and Shining Armor stood at their head, ready to lead the march southward. A large amount of the shades were guardsponies that Shining Armor had served with, and so they were already accustomed to following his orders.

“Alright, move out!” Shining Armor ordered to his troops.

“Well Shining. I never thought that we would be working together,” Chrysalis chided.

“I’m not working with you,” he snapped.

“Such hostility,” she goaded. Shining’s visage darkened visibly.

“Listen here, I’m only doing this for Cadence,” he growled. Chrysalis decided to test how far she could push him.

“Why Shining, I am Cadence,” she said, changing her form. Shining didn’t even hesitate; he punched her solidly across the face. The queen staggered back from the blow.

“Don’t you ever impersonate her,” he growled. Chrysalis dropped the disguise, rubbing the side of her face.

“That just might have cost her some time in pain,” she spat at him. He clenched his jaw, but kept from any more remarks or punches. Instead he just walked off, joining those of the force that couldn’t fly on the ground.

“Good boy,” Chrysalis called after him, and joined her changelings in the air.

“Princess, there are reports of an army advancing towards Van Hoover,” a guard said, scurrying up to Twilight.

“What? How many of them are there?” she asked.

“Almost two hundred changelings, and more shades than we could count,” he said.
“This looks bad,” she said.
“And it appears that..." the guard hesitated. "That your brother is leading them,” he finished, cringing. Twilight didn't react visibly. Only a slight hardening of her eyes indicated that she had heard the statement at all.

“It seems that the world of war that I so wanted to escape is now in more need of me than ever,” Soulless said, stepping towards the princess.

“How long have you been there?” Twilight asked the dark stallion.

“I headed this way a few minutes ago, but didn’t want to interrupt your conversation,” he said.

Twilight sighed, “You do have the most combat experience out of anypony at my disposal...” she paused, “Go, and take the Lunar guard with you.”

“Gladly,” he said and stalked off.

“Celestia, I hope you know what you’re doing,” Twilight whispered to herself. "Because I certainly don't."

Honesty

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Chapter 4
Honesty

“Now where could that pony be?” Applejack asked as she and her family walked through the empty streets of the changeling occupied district. Despite the odd disappearance of the changelings, they had yet to come across another pony.

“Maybe they’re in there,” Braeburn suggested, pointing to a building with a sign in the shape of a mug of cider hanging in the front. The posse of shades stopped in front of the building.

“It’s as good a place as any I suppose,” Applejack said after awhile. "But any place is better than what we've got right now."

As they approached the building, they noticed a sign hung on the door. NO CHANGELINGS it read in bright crimson. Several unconscious members of the unwelcome species were sprawled in a heap to the right if the door. At least, they looked unconscious.

“Well, that’s a good a sign as any that this is the right place,” Braeburn said. "At least, he could be inside."

“Just keep your guard up,” Applejack growled, shoving open the door. The four shades were greeted by a mostly empty bar. There were only around five ponies in the gloom, yet all of them managed to throw dirty looks in the group's direction as they entered. The looks quickly fell back towards the drinks the patrons all sat clutching. The barkeep hauled out a large truncheon, laying the heavy wood across the smooth bar before going back to polishing some glasses.

"Friendly place,” Apple Bloom muttered.

“We still have to look for our pony though,” Applejack whispered.

“Hey Mac, looks like they have a ‘shoe pit in the back,” Braeburn said, nudging the large stallion. “You feel like a game?”

“Eeyup." The two started off for the pit.

“We’re not here for fun and games,” Applejack growled, pulling the two stallions back.

“No, but at least we’ll draw less suspicion if we look all casual like,” Braeburn said. "Incognito, that is, playing some horseshoes."

“I think it’s a little too late for that,” Apple Bloom remarked. The patrons were again staring at the shade posse. It took a while longer before they returned to their drinks again.

“Well, spread out and see if you can find anythin',” Applejack said, moving to the bar. Apple Bloom decided to hang back by the door while Braeburn and Mac went over to play their game.

“I haven’t seen you around here before,” the bartender said as Applejack took a seat. He had replaced the truncheon under the bar. "What do you want?"

“We’re new in town,” she replied, not completely lying. "And uh... I'll take some cider."

“Well, you sure found the worst neighborhood to visit,” a white earth pony sitting a little ways away said. He sat slouched over the bar, one hoof cradling a drink, the other idly tracing the curves in the wood. He didn't look up from his drink.

“That right?” Applejack asked.

“Yeah, ever since the city was taken over, this district has been full of changelings,” he replied, running the free hoof through his long white hair. "I'm sure you noticed, seeing as how you're not blind." The pony downed his glass, signaling the bartender for another one.

“You look awful peculiar,” Applejack said. The stallion had a pure white coat with an equally white mane. His mane and tail had light blue streaks that went through them.

“Yeah, and you four don’t look too normal yourselves,” he shot back. "Black leather isn't really that common around here. Not anywhere, come to think of it," he muttered.

“Well, aren’t you just a ball of sunshine,” Applejack retorted. The pony finally turned to face her. His ice blue eyes almost seemed to bore into the shade.

“If you insist on continuing to insult me, then shouldn't we at least know each other’s names?” he asked.

“You are a strange one,” Applejack said.

“No, just honest. I don't like not knowing who I'm talking to. Name’s Frost,” he said.

Applejack raised an eyebrow, “AJ,” she replied.

“Simple name for a mare who looks like an outlaw from Appleoosa,” Frost said.

“Now you watch yerself Frost,” Applejack growled. "I'm not just some outlaw." Frost shrugged.

“I was only inferring..." the pony started. Applejack's glare cut him short. He tried a different route. "So why are you here AJ?” Frost pried.

“We’re looking for somepony,” she said. "Somepony very, very special." The stallion had a laugh at that.

"I bet you are," he said. “And I assume by ‘we’ that you mean those two at the pit and her,” Frost said, pointing to Braeburn and Mac, who were now looking over at them, and at Apple Bloom who was still looking around nervously.

“Yeah...” Applejack said.

“I doubt that four ponies dressed as you are are up to anything good. I mean, you look like a mercenary band,” he said. "Ooh, maybe debt collectors," he said. "Or bounty hunters!" The bartender finished filling up Frost's drink. He downed it in one go. "Wouldn't that be nice."

“Are you insulting my family?” Applejack bristled.

“Family are they?” Frost asked. "Well, at least you all share the same sense of fashion." Applejack slammed her hoof down onto the bar.

“Yeah, we are. And we don’t take kindly to being talked down about, especially by stuck up ponies like you,” she threatened.

“Hey you two, settle down. If you’re going to start a fight, take it outside,” the barkeep said.

“What do you say AJ?” Frost said.

“Is that a challenge?” Applejack asked.

“Do you even have to ask?” he countered, giving a small grin.

“Alright pretty boy. You want some, let’s go,” Applejack said, stalking towards the door. As Applejack and Frost went outside, the rest of the posse moved out to watch.

“You ready?” Applejack asked.

“Mares first,” Frost said getting into a fighting stance. Applejack started with a light jab at Frost that he easily dodged. She kept up the offensive with slow attacks Frost danced away from.

“You know, for how tough you look, you throw pretty weak punches,” Frost said, dodging another off Applejack's hooves.

“Oh, I’m just getting started,” she said. Suddenly her left hoof barreled outwards, catching the sarcastic stallion on the side of his face. Frost staggered backwards, pulling himself out of her reach.

“That was pretty good,” he admitted, rubbing the side of his face. “Now let me show you what I can do.” Frost threw himself at Applejack, appearing to be going in for a heavy attack. The mare turned around and got ready to buck him right in the teeth. At the last second, the stallion slid under her, knocking out one of her front hooves.

Applejack swore as she tumbled over.Frost got up and dusted himself off. He waited patiently for her to get back up before going back into a fighting stance.

“Is that all you’ve got?” he asked.

“Nope,” Big Mac said, stepping in. His sister reluctantly backed down, taking her place among the spectators, which now included half of the ponies in the bar.

“Well, you are a big one,” Frost said coolly to the much larger stallion. Big Mac towered over the pony.

“Eeyup,” Mac replied as he started to advance towards Frost. The white stallion did his best to keep space between him and the red behemoth.

“I take it you don’t talk much,” Frost said, backing up almost to the rough circle the onlookers had made.

“Nope,” Big Mac said as he lunged forward, bringing a hoof down where Frost had just been standing. The smaller stallion had stepped to the side as soon as he had seen Mac move forward.

“Well, you’ll have to be a bit faster than than to catch me,” Frost said as he dodged another heavy swing. This continued a few more times, Frost managing once to knock out one of Big Mac's hind legs. As he tried to jump back to avoid the other massive hoof, a rope tightened around Frost’s legs.

“Oh, now that’s not fair,” he said as he fell sideways onto the ground.

“I never said that we would fight fair,” Applejack said, pulling on the lasso.

“Besides, we couldn’t let you keep makin a fool of us like that,” Braeburn said. "Disgraceful performance, that was."

“And what about you?” Frost asked Apple Bloom. “You haven’t said anything yet.” She smiled daggers.

“You have more important things to worry about,” Applejack said, pulling him closer.

“Well, I was going to keep this clean, but...” Frost said, pulling Applejack's hat over her eyes with his teeth. His head smacked under her chin, sending the mare sprawling. Braeburn was on top of him in a second, trying to subdue him.
Frost managed a quick jab to the ribs despite the still tight lasso. Frost hooked one hoof around the stallion, rolling over him and away from the descending hoof of Big Mac. The rope fell loose around him as he stood.

“This has been fun and all, but you're a little rough for my taste,” Frost said, backing away.

“Oh, you haven’t seen rough yet,” Applejack said menacingly.

Frost checked to make sure that the door to the bar was behind him before saying, “Then, by all means, let’s see how rough we can get.”

“What do you mean you can’t find anything?” Fluttershy asked the pack of timberwolves as they huddled in the clearing.One of them gave a series of whines.

“I’m sure you can find her, just keep looking,” Fluttershy said, and the pack got up and left.

Angel gave the gentle shade a stern look.

“Yes, I know that they probably won’t find them...” She said weakly.

Angel tapped his foot rapidly.

“I know, I know, but the manticore is still looking,” she said. "He might have stumbled across them."

Angel pointed off in a direction that led to a swamp.

“Oh no, I wouldn’t... I couldn’t...” she said.

Angel crossed his arms.

“Do we have to wake the hydra?” Fluttershy squeaked.

Angel nodded.

“Just... just give the manticore time to come back, I’m sure he will find them,” Fluttershy insisted.

Angel just sighed and went over to lean on a tree.

Frost flew through the door to the bar, almost smashing into a table.

"That rough enough for you?” Applejack called through the door as she and her posse advanced towards the now recovering Frost.

“Hey! I told you to take that outside,” the barkeep shouted. He pulled out the large hunk of wood again. "And keep it outside."

“Well, it just came back in,” Braeburn said.

“Hey, we're not just going to let a bunch of country hicks beat up one of our own,” said one of the ponies in the bar. The others were quick to join in; none of them had taken the invasion lightly, and all of them were ready for a fight. It didn't really matter who with.

“What did you just call us!?” Apple Bloom yelled.

“We called you a bunch of hicks. Now get out,” another patron said, moving to back up Frost. He helped the white stallion up off the floor.

“You asked for it,” Braeburn said as Apple Bloom lunged at the first stallion that had called them hicks. Latching into him, she began rabidly beating the patron.

“Ah! Get her off!” he screamed. The other had just grabbed a chair and was about to knock Apple Bloom of the first when he got bucked by Big Mac, sending him flying across the room, and into one of the many empty tables. Wood and bones audibly crunched.

Soon, a full scale brawl had broken out, complete with thrown chairs and smashed bottles. Glass, wood, and blood covered the floor. In the middle of the fighting Applejack and Frost were trading and dodging blows.

“I had a feeling it was you,” Applejack said, wiping the side of her mouth as the fighting reached a momentary lull. Only a momentary one, though. The chaos soon resumed as Apple Bloom moved on to her next victim.

“Had a feeling I was what?” Frost asked as he ducked a flying bottle, which continued on to smash against another patron's head.

“Honesty,” Applejack said, pulling out her knife.

“Whoa now,” Frost said, eyes widening.

“You’re comin' with me,” she said. "Dead or alive."

“Alright, just be cool,” Frost said, putting his hooves up in surrender. The fighting around them had calmed down again, revealing a barely scathed posse and several unconscious bar patrons. The bartender lifted his head up from his hiding spot behind the bar. Apple Bloom immediately pounced on him.

“We got what we came for. Let’s go,” Applejack said. "That means you too, Apple Bloom." The rabid filly dropped the bartender from between her teeth and joined her family. The four of them escorted Frost out of the bar, leaving the establishment in shambles and the barkeeper numbly shouting at them as they left. They walked out of the rundown district in relative silence.

“So where are you taking me?” Frost asked after awhile.

“We’re takin' you to the palace,” Braeburn said.

“Won’t Darkstar be surprised when we bring him a bearer first,” Apple Bloom beamed. Since the fight, she had been skipping the entire way.

“You sure you want to do this sis?” Big Mac asked in a rare moment of speech.

“What?” Applejack asked, stopping in her tracks.

“Give this pony up to him,” Mac said.

“We don’t have a choice,” she replied, hanging her head.

“Why not?” Braeburn asked. "It's not like he can kill us."

“But he has control over us,” Applejack said. “And if we don’t do what he says... well, some things are almost worse than death." None of them had been present for Shining Armor's torture in front of Cadence, but they had received an account of it. To assure their loyalty.

“Applejack...” Frost said, the epiphany dawning on him.

“Took you long enough to figure it out,” she sneered. "Guess you're not as smart as you make yourself out to be."

“Wow. You're a legend,” he said.

“Now you’re just flattering me,” Applejack laughed.

“But you are. A bearer of the Element of Honesty. One of the saviors of the Crystal Empire. Everypony knows about you and the other five,” Frost said.

“Coulda fooled me,” she said. "You thought I was just some outlaw hick."

“I’m sorry...” Frost said, hanging his head. “If you want me too, I’ll go."

“What?” three of the shades asked in unison.

“You’re willing to give yourself up?” Applejack asked, a touch of disbelief in her voice. "After that huge fight? I mean, you don't have much choice but..."

“You don’t know how little there is for me here...” Frost trailed off. "Maybe a change of scenery would be nice."

“When Darkstar gets you, you will be scenery,” Apple Bloom said. "Or maybe you haven't noticed the six empty pikes outside the castle?"

“Death is a change like any other,” Frost said, a slight hint of humour in his voice. "I'd say you're all 'living' proof of that."

“You’re crazy” Braeburn said.

“No. Just honest,” Frost said, starting towards the palace.

--
“It’s getting late,” Treble said to Candy as they sat watching the sun start to dip lower in the sky, shadows beginning to stretch around the relaxed ponies. Shadows and other, darker things.

“Aw...” she whined.

“Don’t worry. You'll still see me tomorrow,” he said, brushing a hoof through her hair.

“Ok,” she said, sitting up. Treble packed up the picnic and slung it and his violin case over his back.

“Let’s go,” he said, leading her back to her house. They walked slowly, laughing and talking, drinking in each others presence.

“Goodnight Candy,” Treble said, giving her a hug.

“Good night Treble,” she said, giving him an affectionate nuzzle. Treble left after a few moments of their embrace. As he walked by the cafe on his way home, Treble noticed a white mare enjoying a cup of tea. He waved hello, and she waved back.

“Hmm, quite the charming stallion,” Rarity said to herself as the violinist continued onwards.

“More tea madam?” a waiter asked.

“No thank you,” Rarity said, getting up. "I'm afraid I've somewhere to be." She followed Treble until he got to his house. She could have easily broken in; better yet, she could give old Spike-y Wike-y a call. But she had a better idea.

Darkstar was laughing uncontrollably, an unusual state for the dark alicorn.

“So this is the Element of Honesty’s bearer,” he said. “How amusing.” Frost and his captors stood before the dark lord's throne, the shades dutifully looking away from their twisted leader. Frost was the only one who met Darkstar's gaze.

“What’s so funny?” he asked crossly.

“That you would willingly doom the rest of Equestria by giving yourself up,” Darkstar replied. Frost looked away, out the arch balcony doorway.

“I could care less about Equestria.” he said quietly. "It certainly doesn't care about me."

“Now, this is a surprise,” Darkstar said. "I thought all you ponies were supposed to care about one another." The dark alicorn wiped away an invisible tear. "You must have such a hard life being so pessimistic."

“So what are you going to do with me? Lock me up, kill me, make me a shade like them?” Frost asked, ignoring the obvious jabs. "Your dry humour is getting in my very sensitive nerves."

“Hmmm...” Darkstar said, considering his options. "With that last remark, I think I'll choose door number 2."

“You could let him run with us,” Applejack suggested, butting in before Darkstar could make good on his remark."

“You mean allow him to serve me alongside you?” Darkstar asked incredulously.

“Well, we are both bearers of the Element of Honesty,” she said. "I think I can get him to... see your way o' thinking."

Darkstar rose from the throne and walked over to Applejack.

“You would risk my wrath by suggesting I let him go free?” he questioned.

“I’m sayin' that he could be useful to us in getting the other ones. And we would keep him from gettin' away,” she challenged. After a moment of silence, Darkstar turned away.

“Very well. Take Frost as a member of your posse,” Darkstar said, nearly spitting the last word. He sent out a tendril of shadow that wrapped around Frosts neck, forming into a kind of collar.

“What’s this?” the white stallion asked, poking the black collar.

“Insurance,” Darkstar said as the anomaly started to tighten around Frost's neck. He fell to the floor, gasping and clutching at his throat.

“Should you escape them, or betray me in any way, I will kill you,” Darkstar said, releasing the shadows. They faded away to a thin line of black that stood in sharp contrast to the white coat. Frost gasped, sucking air back into his lungs.

“Now, all of you, get out of my sight,” Darkstar said, sitting back down on his throne.

Soulless had meet up with the Lunar Guard, only about fifteen strong, and was now heading to Van Hoover in their newest airship.

“This one’s a lot faster then the old one,” the current head of the Lunar guard, Vigilant Night, commented. He was attempting small talk. Despite their reputation, none of the Lunar Guard felt that comfortable around Soulless.

“I can see that,” Soulless replied, now outfitted with a set of light armor and two hidden blades, one strapped to each hoof.

“So what was it like, being gone for more than a hundred years?” Vigilant asked.

“Boring,” Soulless said simply. They stood in silence for awhile, watching the setting sun.

“So how are we going to fight these shades?” the captain asked.

“You can use the cannons on this airship to provide covering fire while the ground forces fight,” Soulless said. "Draw their attention away from me."

“Why?’ Vigilant asked. "What are you going to be doing?"

“I’m going to go and take out Chrysalis and Shining,” Soulless said.

“You can’t be serious?” Vigilant asked astonished. “They’ll be surrounded by a sea of shades!”

“You forget who you’re talking to,” Soulless said. "And besides, I'm sure that with you fine stallions up here providing cover fire I'll be fine."

“I suppose so...” Vigilant said shaking his head.

“What do you mean?” Twilight asked Breeze and Flit. The two had been trying to find a chance to talk to her ever since Soulless had appeared.

“We think that maybe Rainbow Dash was looking for the Element of Loyalty,” Breeze said. The princess nodded.

“That would explain why she came here,” Twilight said. "If she is indeed under Darkstar's control, like we can assume, then he must have had her looking for her successor."

“This might mean that the other five elements are back as well,” Breeze said, his face darkening a little. "Pardoning your own, I suppose." Twilight looked distant for a few seconds before addressing the two of them.

“I gave up my element a long time ago. Thank you for bringing this to my attention," she said. "You are dismissed."

“What about finding the Elements?” Flit asked.

“Leave that to me. You two just go and build something else useful,” she said waving them off. "Celestia knows we need another golem," she muttered.

“Let’s go Flit,” Breeze said. The two of them walked down the hallway leading towards the lift. When they got down to the cavern Mixer was waiting for them.

“How did she take it?” he asked.

“She brushed us off,” Flit cried. "As if she already knew or didn't care."

“So, that’s how it’s going to be...” Mixer said.

“What are you planning?” Breeze asked, now wise to the golem’s thought process.

“It seems that we will have to take matters into our own hooves,” Mixer said.

“What?” they both questioned.

“There is a coming storm, and we must be prepared to face it,” Mixer said.

Battle of Van Hoover

View Online

Mixer stomped through the now empty halls, with Breeze and Flit following close behind. The golem seemed possessed; the pegasus and his friend almost had to fly to keep up.

“So where are we going?” Breeze asked, finally giving in and lifting off the ground in pursuit of Mixer.

“We are going to get some things before we leave,” was the curt response.

“Like what?” Flit asked, also taking to the air to keep up.

“Food, water, warm clothes,” Mixer said. "Survival gear." The golem picked up its pace, "Maybe some weapons."

“Why would we need those?” Breeze asked.

“We must travel to the frozen north and intercept the shades of the previous element bearers. If they can be drawn to the new ones, we can use them to track the new element bearers down,” Mixer replied.

Suddenly, the golem stopped and stared out an archway leading to one of the castle's many courtyards. Breeze and Flit landed next to the metal colossus, glad for the temporary rest.

"Why did we stop?" Breeze asked.

The golem did not reply, but instead went to a large crystal in the center of the courtyard. Mixer rubbed his mechanical hand over the many names carved into the surface with magic.

“Ivy... Brick... Trottson... Phalanx...” he continued to list the names as he went over them, until he came to the top of the list, to where a name was partially scratched out. “Mixer...”

“The Lunar Guard list?” Breeze asked, approaching the large block.

The golem gave a sigh, “Breeze, Flit. Promise me that you live a life without regrets...”

“What?” Breze asked, curious as to the sudden show of emotion from the normally cold legend. Again the golem didn't answer, and the silence grew to fill the courtyard.

The whir of gears replaced the absence of sound as Mixer stirred again, “Let’s go.”

“Are you going to tell us what that was all about?” Flit asked as they resumed their previous pace, tearing through the halls.

“No,” the golem said plainly.

It was just past sun up, and the Lunar Guard airship was steadily approaching Van Hoover. Vigilant stood aft, watching the city grow far below him. The defenses were being erected, and he couldn't find a better comparison of the threatened city than to an anthill. Busy, organized...

Easily crushed.

“Vigilant, sir,” a white earth pony with a orange mane said, walking up, shaking the captain out of his reverie.

“What is it Quicksilver?"

“We just got word from the ground. They say that they want Soulless to meet with Dawn Buckler, the one organizing the defense,” he said. "He has a use for him." The black unicorn popped into existence next to the guard.

“Great. Glad to know I'm not entirely useless," Soulless said, rolling his eyes. He vanished just as suddenly as he had appeared.

"I hate it when he does that," the guard muttered, picking himself up off the deck. The captain just shook his head.

Soon after they were docked in the city. Soulless and Vigilant headed to the command center, a temporarily commandeered city hall.

“Soulless I take it?” a sand colored unicorn called from the constantly moving crowd of defenders. He managed to shove his way towards the two arrivals.

“Yes. But what is it to you?” Soulless called back.

“My name’s Chaotic Note," the unicorn said, shaking hooves with the black pony. "Apparently you and I will be working together,” he said.

“Great...” Soulless sighed.

"Sir, do you have an aversion to ponies in general, or just ones trying to help you," Vigilant asked.

"Mostly just in general," Soulless replied, shoving his way into the crowd towards the city hall.

"Nice to meet you, Chaotic," Vigilant said. "Excuse him. He's gone a bit stir crazy over the centuries." Chaotic laughed it off, and he and Vigilant struck up a conversation as they caught up to Soulless.

The three managed to break through the crowd and into the command center, which was just as busy. They approached a desk where a purple pegasus with a navy blue mane was giving out orders.

“Dhuradhan, how is John coming with the weapons?” the pegasus asked a passing white unicorn.

“He’s turning them out as fast as he can, sir. He's getting a bit tired, though," the stallion replied. With a nod from the commander he resumed his duties.

“Chaotic, Soulless, good. I'm Dawn Buckler, the current commander of the Van Hoover defenses” the pegasus said, sorting through some papers that covered a map of the area. "And Vigilant, I see. Good to finally meet you."

"Likewise," the Lunar Guard replied. He nodded to Soulless and Chaotic. "I'll be back." With that he made his departure.

“So what did you want to see us for?” Soulless asked.

“From the reports from Blue Breeze and the advanced scouts, the shade army will be here tomorrow,” Dawn began, finally just shoving all of the papers off of the map. “We have precious little time to gather all the defenses we need, and supply ourselves to hold out against a siege.”

“And where do we come in?” Chaotic asked.

“In the event that we cannot hold the city, I want you two and the Knights of the Everfree to make a strike against Shinig Armor and Chrysalis,” a white earth pony said, walking up.

“Elyl. You sure took your time getting here,” Dawn Buckler complained.

“Sorry. I was checking the defenses like you asked and Violet Runner needed some help repairing one of the cannons,” the earth pony said.

“Chaotic, Soulless, meet Elyl. He is going to be the tactical commander for the defense,” Dawn said. "You'll differ to him."

“Nice to meet all of you,” Elyl said.

“So what's the plan?” Soulless asked. Elyl moved to stand beside Dawn.

“The plan is to keep the main force distracted while the strike team takes out the generals behind this attack. If we can get rid of Chrysalis, then maybe Silk can take control back,” he said. "And without Shining Armor, the shades should be less organized."

“Sounds easy enough,” Soulless said. "Their forces should be drawn in enough to leave little room for guards."

“Normally they might be, but the shades numbers are estimated at several thousand. About three times the number of guards we have here,” Elyl said. "They probably won't commit as many soldiers to the siege at first, so you won't be able to start a fight all by yourself back there."

“That’s why you mission will be so much more important though ,” Dawn Buckler said. "We can't face their forces in a head on fight. We'll need their heads cut off. Specifically these two."

A beige unicorn with a brown styled mane and a stern look on her face walked up to Dawn.

“I don’t know what you expect me to do with all of these untrained ponies, but the medics are as ready as they can be,” she said.

“Thank you Adamant,” Dawn said. "Spread them out behind the walls. Try to keep them out of the fighting."

"Yes sir," she replied before disappearing back into the bustle of the command center.

“What about the Lunar guard?” Vigilant asked, walking back in as soon as the medic was gone.

“Ah yes, the airship. I have been informed that you have a forward mounted anti-infantry cannon. Right?” Elyl asked.

“Yes. It has twin barrels and can fire special incendiary rounds,” Vigilant confirmed.

“Excellent. Maybe that can give us an extra edge against the changelings,” Elyl said. "Keep it over the central wall. And aim for the biggest crowd of them that you can see."

"Yes sir."

“This does not look good,” Shining Armor said.

“What?” Chrysalis asked, flying down towards her fellow commander.

“The forward scouts say that the defense force has a large number of skilled combatants. And that they are already fortifying the city,” he said.

"I thought that's where you and your shades came in” Chrysalis said.

“Even with this many shades, I don’t know if we can win this battle,” Shining Armor remarked. His form started to twist, tendrils of black leaking out of his mouth and eyes.

“Your incessant whining is giving me a headache,” the ethereal voice of Darkstar said, the shadows taking the alicorn's form.

"But lord," Shining managed to gasp out from around the shadows still issuing from his mouth. "Their forces... they are well trained... skilled... tacticians....." The shade's voice faded away as the stream of shadows grew thicker. The dead unicorn fell to the ground as Darkstar solidified, and the tendrils of darkness stopped choking him.

“If you are so scared about a few fighters, here,” the alicorn spat, flying up into the air before giving a great flap of his wings, sending black splotches spattering on the ground. From each splotch rose a clearly defined shade, until there were thirteen of them all lined up.

“What is with all these unicorns and pegasi?!” one of them shouted angrily.

“What happened?” a few asked each other. "Where are we?"

“And why is there an alicorn here?” the first one spat angrily. Darkstar gave an annoyed sigh before plunging a dark tendril through the offending earth pony. The shadows sent the shade convulsing, and a black orb surrounded him. When the alicorn withdrew the tentacle and the shadows faded, the cast that had occupied the shade's left fore hoof was replaced with a mount and a nozzle, and he had a tank on his back.

“What’s all this?” he asked.

“Lathyrus, you like to burn things right?” Darkstar said, an evil grin crossing his face. “This is the Dragon’s Breath.”

The shade squeezed a trigger and the nozzle sent out a quick jet of flame.
“Oh, I like,” he said.

Darkstar repeated the process with the rest, giving them each specialized equipment and armor.

“There. Now you have thirteen elite soldiers at your disposal,” Darkstar said to Shining Armor, who was struggling to stand back up.

Lathyrus fired a blast of fire at the alicorn, “Who said I’d follow you?”

“Why, you have no choice,” Darkstar said, the flames passing through him.“Unless you’d like to die again without using the Dragon’s Breath.” With that the shade's form began to fade away, splotches of shadow falling off of him, staining the ground. And as suddenly as it had begun, the decay stopped.

Lathyrus, grumbling, lowered the weapon. Darkstar began fading away, and soon Shining Armor and Chrysalis were left with their newest allies.

"I swear. You goad him far too much," the changeling queen murmured to Shining. "Not a smart idea." The shade glared at her. Chrysalis held a hoof up in mock apology. Shining turned towards the newly risen ponies.

“What are your names?” he asked them.

A black earth pony was the first to respond.

“Name’s Dhanthas.”A brown earth pony with a torn ear was next in line.

“Dusty Spearhead, sir,” he said with a salute.

“Brit Enfield,” the next replied, another brown military stallion.

“Flicker,” the next replied, a grey pegasus.

“Flicker?” Shining asked. The pegasus sighed before disappearing, only to reappear beside a young looking mare with a red coat.

“That a good enough explanation?” he asked putting his arm around the mare.

“Back off my sister,” a brown pegasus with a yellow green mane growled at Flicker.

“I got this Marksman,” the mare said, twisting Flicker's foreleg.

“Ow!" he cried, teleporting back to his original spot. "Just playing! Just playing!" he said through gritted teeth.

“My name’s Red Bow,” the mare said, ignoring the pegasus.

A dull white earth pony with a cloak rolled his eyes. “Word Smith,” he said.

“Dark Flame,” a fully armored pony said in a slightly distorted voice.

“Do you have to ask?” Lathyrus said rudely.

“Do we really have the time to just sit around giving introductions?” A dark grey unicorn with a lime mane asked. "I mean, don't we have a battle to fight?"

“I suppose we should get moving,” Shining agreed.

“Grape Vine, by the way,” the unicorn said, happy to get in the last word. With that, the motley crew began following Shining Armor and Chrysalis. Several scattered conversations were started up.

“So, uh, Dark Flame. I take it you don’t talk too much,” a red unicorn with a broken horn asked the armored stallion. The pony didn’t reply, instead moving over to stay behind Marksman and Red Bow.

“Good to see you again Flame,” Marksman said. The stallion merely nodded.

“Ok, I guess I’ll find somepony else to talk to,” the unicorn called out to the silent pony.

“Don’t worry, I don’t think they like me either,” another unicorn, this one blue and with his horn intact, said.

“My name’s Terminus,” the red unicorn said.

“Blue Flare,” the other replied, the pair shaking hooves.

“So, Flame, look at my new toy,” Red Bow said, showing him the crossbow with two rails on it.

“I got one too,” Marksman said, pulling out a recurve bow and a quiver full of magical arrows. The stallion vanished, reappearing without bow or arrows. Ahead of them, Flicker hoisted his new weapons.

"That's for the oh-so warm welcome," he called back to them. Both Marksman and Red Bow began chasing him.

"Come back here you little bas..." Red Bow began before slamming into a boulder the pegasus had teleported with him.

"Hey," he called down from on top of the giant rock. "Language."

“I think that these shades are more trouble than they’re worth,” Chrysalis whispered to Shining Armor.

“What, do you mean like you?” he asked innocently.

Far out at sea, a trio of vessels were making their way towards the city of Van Hoover.

“Put your tailfeathers into it lads, we don’t want to miss the party,” a grey griffon in a captains hat called to his crew.

“I love parties!” a purplish mare said, pulling on a rope.

“Don’t we omnes,” a blue pegasus, wearing a red hat with a feather sticking out of the top, said.

“Dostyevsky, I never know what you’re saying when you talk all funny like that,” the mare said.

“I don’t curant, just bring me more bibit,” he said in his odd accent.

“Just, shut up and give the pony a drink,” one of the griffons called.

Treble was waiting in his house for Candy to stop by. It was already past noon; she usually showed up far earlier than that. Not that he minded.

“Where could she be,” he said to himself, “It’s not like her to be late.” He waited a few minutes more until he heard a light knock on his door, followed by a letter being slipped under the wooden portal.

Treble quickly opened the letter and started reading the note. The first thing he noticed about the letter was the extremely neat penmanship. The words were what got to him next.

Dear Treble,
You are quite the charming stallion, and you have a lovely mare friend. Lovely. However, if you would like to ever see her again, you will come to the edge of the Everfree Forest. Alone.
Yours Truly, “Sapphire”

The first thing that ran through his head was 'ransom'.Treble immediately dropped the note, grabbed all the bits he had, and headed towards the door. He only stopped to grab his violin, his most valuable possession, before rushing out the door.

“I hope you realize that there is a battle going on tomorrow,” a voice called out. Celestia descended in front of Mixer, Breeze and Flit. "And I'm sure that they could use your help."

“I wasn't aware,” the golem said sarcastically. "But wait! Why aren't you there helping them? Scared of old Chryssie, Tia?" he asked. The alicorn didn't look mad, didn't react in any visible way. Just ignored the comment.

“Well, I can’t stay to give you the proper tongue lashing you deserve, but I will tell you this; they don't need you going on a wild goose chase. They need you fighting."

“I’m sure they can do without me,” the golem rumbled. "And this conversation is over."

“Is this about-”

“Don’t even say it. It’s not worth talking about,” Mixer said.

“Very well. I need to return to the barrier,” she said, and the alicorn left as suddenly as she had appeared.

"You do that," the golem murmured after her.

“What was that all about?” Breeze asked.

“Like I told her, it’s not worth talking about,” Mixer said. "Now for once, stop with your incessant questions."

All Treble could think about while he rode to Ponyville was what had happened to Candy, and who could have taken her. He had no enemies; nor did she.

He was still trying to come up with an answer when he arrived in Ponyville.
The small town had changed little since the days when Twilight had lived there. The violinist hurried to the outskirts of town and soon found himself wandering into the Everfree Forest.

“Treble! Is that you?” a voice called from a nearby clearing.

“Candy!” Treble cried, rushing to meet her. When he found her she was tied up and blindfolded, hanging from a tree branch.

“Treble get out of here!” she cried, tears staining the blindfold. "Run!"

“I can’t leave you,” he said, beginning to work on the rope which suspended her.

“Oh, how sweet,” a voice said, the voice bouncing off of the trees around the clearing. Treble spun about, ready to fend off the one who had kidnapped Candy. A white unicorn in a dress stepped out of the shadows. It took Treble a minute to recognize her.

“You?” he asked bewildered. "From the cafe?"

“Yes,” she said. "But where are my manners. We haven't been properly introduced." The unicorn swept down into a bow. "Rarity. Previous bearer of the element of generosity. And right now, your worst nightmare."

“Just take this and let her go,” Treble said, throwing the sack of bits and his violin case down in between them. Rarity caught the sack, feeling the heft of the bits, before throwing it to a waiting Spike, who was still skulking in the shadows.

“I don’t want these things. I want you,” she said, kicking the violin case back to Treble.

“I’m not leaving without her."

“Oh, you will,” Rarity said. Treble brandished the violin bow like a fencing foil.

"Over my dead body," he said.

“If you insist," Rarity said, drawing her dueling saber. "That can be arranged."

“I hope those fencing lessons my mother made me take pay off,” Treble said, holding the violin at his side.

“From the looks of it, they will be here within the hour,” Blue Breeze, one of the scouts for the Van Hoover defense force, said to Elyl and Dawn Buckler.

“Lightning Shaker!” Dawn Buckler called. The blue pegasus came into the room with a red earth pony, and an orange earth pony who had a prosthetic leg.

“What is it?” Lightning asked.

“I want you to get to the walls and tell them that we will be heading into battle shortly,” Dawn Buckler said.

“Yes sir,” Lightning said, leaving with his friends.

“Just like old times, right Lightning?” Dream Dasher asked.

“Yeah, except now we’ll be fighting alongside a lot more ponies,” Solid Gear said.

“I don’t know how I feel about having to work with that Soulless character though,” Lightning said.

“Why?” Dasher asked.

“I don’t know. He just seems shady,” Lightning replied.

“Some of the others say that he’s the same pony from over two hundred years ago, the one that helped that Mixer fellow,” Solid Gear said.

“You think so?” Lightning asked, skeptical.

“I don’t know how he could live for over two hundred years and not be dead,” she said.

“Well, we better hurry. Don’t want to miss all the fighting,” Dasher said, taking the lead.

“You just want a chance to show off,” Lightning called out jokingly.

“You know it,” Dash said. The three of them headed to the 'wall' where barriers had been erected to keep the shades and changelings from rushing right into the city.

“Lightning, what’s the word?” a red unicorn asked as they approached.

“The army is almost here,” Lightning said.

“Hingard! They want you over on the left flank,” a guard said, running up to the red unicorn. Hingard shook his head.

“ Fifth time they've moved me today. Well, I guess I’m off. Good luck,” he said as he departed.

“You too,” Solid Gear called after him.

The shade army was standing in sight of the city now, formulating a strategy.

“Shining Armor sir, if I may?” Brit asked as they gathered around a table.

“What is it?” Shining asked.

“Spearhead and I have military experience. We could lead flanking forces while the main body attacks the front,” he said.

“Yes, we could coordinate a pincer, and possible crush the flanks,” Spearhead agreed.

“I think that would be an acceptable plan of action,” Word Smith said. "Catching an army between three forces tends to make them easier to break."

“Alright. You and Spearhead will be leading the flanking force,” Shining said to Enfield.

“Now, I think that four of us should stay behind and guard you,” Word Smith said.

“Why?” Shining asked. "We need you all out in the field.

“Because, they will likely try and take you and Chrysalis out if what we know about their force is correct,” Word Smith explained. "They'll try to send in a small strike team."

“Dhanthas, Dark Flame, Flicker, and Grape Vine, you will stay behind,” Shining said, nodding to each shade. Dhanthas, who was leaning against a tree, just grunted.

“Aw. I thought were were going to see more action,” Flicker complained.

“Weren’t you paying attention? We'll probably get the most action,” Grape Vine said, giving Flicker a hard look.

“Enfield, you take Lathyrus and Silver Feather. Spearhead, you can take Blue Flare and Terminus,” Word Smith.

“Since when were you giving orders?” Spearhead challenged, put off by being grouped with the weakest of the shades.

“Since I started giving them,” Word Smith countered.

“What about us?” Marksman asked.

“You two will be up against that airship,” Word Smith said, indicating the sizable Lunar Guard airship that hung over the city.

“Two pegasi against that thing?” Marksman asked. He looked to his sister.

“Challenge accepted,” they both said.

“Whenever you are ready,” Word Smith said to Shining Armor.

“Then prepare to move out,” he said.

“Here they come!” Elyl shouted, other ponies carrying the cry down the barrier. He was right near the center of the line, along with Dhuradhan. To his right John and Lightning Strike were preparing.
Far to his left, Blue Skies, a pegasus mare, and Blue Breeze were getting ready as well.

Violet Runner came galloping by the line, Adamant and Evening Rose, two of the medics, following behind him.

“Runner, what’s wrong?” Elyl asked the passing pony.Violet stopped briefly.

“The guards on the far end had a ballista misfired. Now I have to fix the bow, and they have to fix the guard,” he said, gesturing to the medics before hurrying off.

A brown pegasus with a yellowish mane flew down, “The airship is all ready to go,” he said.

“Good. Lightning Strike was it? Go and help the defense down there,” Elyl said, indicating the direction Violet and the medics had gone in.

“Alright,” the pegasus said, taking off. The shade line was advancing, ready to break over the walls like a black tide, but the Van Hoover defense was ready to fight.

And with the sound similar to that of flowing water, the shades smashed into the barriers. The sound of clashing spears filled the air around Elyl as the guards kept the shades at bay. He had his own spear, and though he was fairly inept at using it he got a few decent jabs in at shades that tried to climb over the barricades.

A few seconds later there was a roaring sound as a battalion of changelings were engulfed in a series of bursts of fire. Elyl said a silent thanks to Hingard, the fire specialist as he prevented the changelings from flying over the wall.

Elyl heard a muffled shout of “fire” as the five canons they had gathered began to pound into the opposing army. The cannons were soon joined by the steady boom of the airship’s guns. The hiss of burning flesh and the screams of shades and changelings filled the air.

“Maybe we do have a chance to win this,” Elyl said to himself.

“Charge!” Enfield roared as the shades under his command ran at the wall section closest to the sea. Lathyrus was keeping up with the shades, muttering something about pegasi the whole way. They ran up against the wall, but didn’t meet with the same heavy resistance that the center force did, just as Enfield and Spearhead had predicted.

Lathyrus was the first to breach the wall, unleashing a torrent of flame against the wood and metal barrier.
“Take that! You stupid unicorns and your barriers!” he yelled as he torched the defending ponies behind the barriers.

Blue Breeze took to the air to avoid a blast of fire from the Dragon’s Breath.

“Stupid pegasus. Stay still!” Lathyrus yelled as he tried to get a bead on the blue blur. Blue Skies came at him from behind while Breeze had him distracted, and knocked him on his face. Enfield charged up and knocked her away, helping Lathyrus up.

Blue Breeze attempted to dive at the two, but Lathyrus fired a blast of fire that nailed Breeze in the wing. The pegasus went spiraling to the ground just beyond the two, his wing burning.
Lathyrus went to finish him off, but Enfield pulled him back.

“He's done for anyways. You still have a job to do," he said. Lathyrus grunted, but went back to torching barriers, and the ponies behind them.

On the other side of the line, Spearhead was having less luck, as a seemingly endless rain of his namesake flew at his troops.

“They can’t have this many spears!” he cried as one struck Terminus, wounding his shoulder. On top of the barricades, John kept spears coming as Lightning Strike threw them at the oncoming shades.

“How long can you keep this up?” Lightning asked as he hurled another spear.

“I don’t know, I’ve never done it for this long,” the pegasus replied, another spear forming before him.

Out in the field, Spearhead was trying to dash from shade to shade, using them as cover to get to the wall. As he neared the wall, a cannonball hit the ground a few feet in front of him, blinding him with a spray of dirt. Blue Flare got to his side and helped him get back up, pulling him towards the barricades, now only a few yards away. Shades at this segment were managing to worm their way through the few cracks in the defenses, despite the constant rain of spears.

“Thanks soldier,” Spearhead said, huddling against the wall. Blue Flare nodded, sending up a powerful light just over the wall, blinding the defenders. The shades finally broke through the tiny cracks; they were inside the city.

Quicksilver was on fire. He had taken out more than two dozen shades with the cannons, and now he was getting to the incendiary ammunition. As he prepared to fire a shell at a group of shades that were burning through the barriers, a red face appeared in the sights, making him jump back from the controls.
He had heard a “peek-a-boo,” at the same time as the red face filled the sight, and a grinding as something was jammed in the outer turning mechanism for the cannon.

Outside the ship, Marksman was taking aim with a magical arrow at one of the ponies on the deck of the airship. The magical arrow pierced the armor and left the unicorn mare writhing on the ground.

“Are you going to stop using them as target practice and take out the balloons?” Red Bow asked, loading her crossbow.

“No,” he said, unleashing another arrow, this one just missing Vigilant.

“You missed,” Red Bow chided, lining up a shot. “Let me show you how it’s done." Quicksilver rushed up to the deck, hearing the cries of the other guard. When he got there he saw the two pegasi hovering some distance off while firing arrows at the airship.

“Quicksilver, get down!” Vigilant called. Quicksilver was about to ask why when two bolts from the crossbow hit Vigilant in the shoulder and back of the neck.

“Vigilant!” Quicksilver cried, grabbing and pulling his leader back to the safety of the wheelhouse.

“Quicksilver...” Vigilant said weakly.

“Isn’t there somepony on this ship who knows healing magic?” Quicksilver called. The only thing that answered him was a cry as another Lunar Guard was pierced by a magic arrow.

Quicksilver’s face tightened into a mask of rage as he scanned the wheelhouse for one of the harpoon guns used for boarding. Finally, he managed to find one. He rushed onto the deck, hefting the large gun.

“Take this!” he yelled as he fired it at the two pegasi. They both had time to dodge the relatively slow projectile, and both took notice of the one who had fired at them.

“Do you want him, or should I take him?” Red Bow asked.

“You can have him. After all, you need the practice,” Marksman said, letting Red Bow fly closer to the airship. Quicksilver tried to reel back the harpoon gun but Red Bow was already at the airship before he had it halfway.

Quicksilver just threw down the gun, letting it roll away from him.

“Well, aren’t you a brave one,” Red Bow said as Quicksilver got into a fighting stance. She dropped her crossbow and got into a fighting stance as well.

Quicksilver was the first to try for a hit, but Red Bow easily caught his punch and flipped him over her. Quicksilver let out an ‘oof’ before rolling out of the way of Red Bow’s descending fore-hoof. As Quicksilver got up, Red Bow hit him in the face, breaking one of the lenses in his glasses.

Quicksilver staggered backwards, the fractured lense distorting part of his vision.

“Hey!” the call came from the wheelhouse.

“Scroll?” Quicksilver asked, recognizing the voice. His unicorn friend was holding one of the incendiary shells up with magic.

“Oh no,” Red Bow said, as Scroll detonated it, sending the shell flying at Red Bow at almost point blank.
She didn’t have time to get out of the way, and so the shell took her over the side ot the airship before detonating fully in the air.

“Red Bow!” Marksman cried.

Scroll coughed from the soot that covered him.“Got her,” he said.

Quicksilver smiled at his friend.“Thanks.” Scroll smiled back, just before a magic arrow hit him, pinning him to the wall of the wheel house.

“Die!” Marksman yelled, readying three more arrows.Three more shafts buried themselves in the pinned unicorn. Quicksilver grabbed up the fallen crossbow, aiming it with the good lens of his glasses. Marksman readied an arrow for Quicksilver and they fired at the same time.

The arrow flew slower and impacted right next to Quicksilver, while one of the crossbow bolts hit Marksman in the shoulder, the other missing. Marksman dropped his bow, but pulled an arrow out of the quiver and flew for Quicksilver, who readied two more bolts.

This time, they both hit.

As the pegasus fell from the skies, Quicksilver ran over to his friend.

“Scroll, don’t move. I’ll get you down,” Quicksilver said.Scroll coughed up a little blood.

“I don’t think I’m going to make it through this one,” he wheezed.

“Don’t say that,” Quicksilver said, pulling the arrows out of his friend, lifting Scroll gently down from the wall.

“Heh, look at you. I guess they can’t call you four eyes now,” Scroll said weakly.

“Come on, stay with me,” Quicksilver said.

“Sorry... Quicksilver...” he said, before giving one last breath.

“Come on let’s go,” Chaotic said to his team, as they skirted the edges of the battle.

“Looks like the airship just took a hit,” Solid Gear said, as a flare came off of the flying vessel.

“We don’t have time to worry about them now,” Soulless said.

“We can’t just leave them,” Lightning said.

“We can’t help it. We still have to get to Shining Armor and Chrysalis,” Chaotic said.

“Then let’s hurry,” Lightning said.

“Elyl, sir, the side flank is faltering,” a guard said. Elyl looked over and saw a black earth pony torching barriers and ponies indiscriminately.

“I’ll handle this,” he said, going to meet the fiery foe. Elyl jumped clear of the walls, leaving the burning rubble behind.

Lathyrus turned and met Elyl.

“Who the hell are you?” he asked the white earth pony.

“Elyl,” he replied, dodging a pegasus engaged with a shade.

“You looking for a fight?” Lathyrus asked, brandishing the Dragons’ Breath.

“Not really,” Elyl said.

“Too bad for you then,” Lathyrus said unleashing a blast of fire at Elyl.
Elyl threw down something, and disappeared in a puff of smoke.

“Great. Hiding behind some magic tricks?” Lathyrus called, looking around. He didn't hear the approach of the defender's fire specialist, too engaged in finding where Elyl had disappeared to.

He felt the waves of heat behind him as a path was burned directly towards him, though. The pyromaniac shade turned to face the specialist.

"Great another unicorn," he said, readying to unleash another destructive gout of fire from the Dragon's Breath. When he pulled the trigger, nothing happened.
"What?" he cried, looking back at the tank. His eyes went wide as he saw the tube connecting it to the nozzle was crimped with magic.

"You like fire do you?" Hingard asked. Lathyrus looked at the unicorn with contempt.

"Then burn," the unicorn said setting off a spark in the half filled fuel tank.
Lathyrus didn't have time to curse before he was engulfed in a fiery explosion.

Elyl didn’t quite know why, but he felt almost sorry for the shade, as he watched him burn to nothing. Hingard gave a small salute, then moved onto his next target, Enfield, who was fighting with the guards now, spear in hoof, as he cut them down.

Elyl was still watching the pile of ashes that had once been Lathyrus when Violet Runner shouted from behind him.

“Elyl, look out!” He turned around just in time to see a shade looming over him with a short sword. The shade lurched as a crossbow bolt sprouted from his chest, oozing some black goo.

Elyl pushed him aside to see that Adamant had fired a crossbow from the wall, along with Violet Runner and Evening Rose, each with varying effect. He waved to his saviors, then moved to catch up with Hingard.

Over on the other side of the defence, John and Lightning Strike were struggling with Spearhead and his shades.

“John, a little help,” Lightning said, holding off a shade with a spear haft.

“A little busy,” the pegasus said, fighting off shades with a sword and shield. John and Lightning were able to break away and now were back to back, some of the last defenders on their side.

John made a wall of swords, allowing him and Lightning a temporary reprieve.

“If we don’t make it out of this, I’m glad I fought along side you,” Lightning said.

“Likewise,” John said, releasing the swords into the crowd around them. He hefted his shield, and the fighting resumed.

“Elyl, the right flank has fallen,” Dhuradhen said, leading a few guards. Elyl stopped his charge after Hingard.

“Blast,” he swore. “Everypony fall back to the secondary line!” he shouted to the remaining defenders. All along the line, the defending ponies started to fall back, abandoning the barriers and heading towards the more packed city center.

John and Lightning watched as the rest of the line pulled back, stranding the two.

“Well, looks like it’s just us,” John said, chopping at a nearby shade.

“Let’s see how many we can take with us,” Lightning said, parrying a strike from another shade. The two of them blocked, and parried, and slashed, and fought through scores of shades, but they were both accumulating wounds from blades and spears.

Spearhead and Blue Flare waded through the shades to the two who were starting to tire.

“Lightning!” John cried as his comrade was hit by a spear across the face. Lightning went down on his knees, partially blinded by the fresh wound. John redoubled his efforts, but without Lightning to cover his back, he too was soon hurt beyond the ability to fight.

Spearhead walked up to the two downed pegasi, looking them over.

“Flare, take them back to Shining Armor,” he said.

“What?” Flare asked.

“If they fought this valiantly, then they deserve a second chance to fight,” he said.

“Again, what?” Flare asked.
“They could be useful shades,” Spearhead elaborated.

“I suppose so,” Flare said. He and a group of shades took the two battered pegasi back towards Shining Armor while Spearhead went to meet up with Enfield.

“You look a little rough,” Spearhead said when he meet up with the other earth pony. Enfield had burn marks all along his right flank.

“They have a skilled pyromancer,” Enfield said. "Had," he corrected.

“Well, now it appears that we have the advantage. They left us cannons,” Spearhead said, nodding towards the abandoned guns.

“We still have to break through their second line,” Enfield said.

“By the way, what happened to that other one with you?” Spearhead asked.

“He’s a pile of ash,” Enfield said.
“Oh...” Spearhead said.

“He was undisciplined anyways,” Enfield said.

“Shall we?” Spearhead asked, motioning towards where the shades were giving pursuit of the defending force.

“Of course,” Enfield replied.

“Who have we lost?” Elyl asked Adamant as they retreated.

“Blue Breeze, John, and Lightning Strike, are all MIA. The airship is out of commision, half the crew assumed dead. We lost a lot of guards,” she said.

“What about the strike team?” Dhuradhen asked.

“I don’t know, but I hope they get there soon...” Elyl said.

“Soulless, you go in first,” Chaotic said, the small force hiding in some sparse trees near the shade command post.

“If we hear fighting, then we’ll come and get you,” Lightning said.

“Don’t worry about that,” Soulless said becoming invisible.

“You three, if we have to go in fighting, then I want you to focus on Shining Armor. I’ll take out Chrysalis,” Chaotic said to the Knights of the Everfree.

“Alright,” they said.

Soulless was already to the entrance of the sizable tent that they had erected on the patch of flat ground, passing right by the few guards outside.

“Shining Armor, we lost Lathyrus, Marksman, Red Bow, and Terminus,” Word Smith was telling the shade commander. “But, Spearhead and Enfield are leading the push into the city.”

“Good,” Shining said. "Let's get this over with." Soulless noiselessly glided in and made his way around the edge of the tent.

“Hmm?” Dhanthas grunted as he passed. Soulless held still, waiting for the dark earth pony to dismiss him.
Dhanthas narrowed his eye at Soulless, seeming to be trying to draw the invisible pony into focus. Soulless silently extended a blade, ready to take him down.

“Not so fast, sneak,” Dhantahs said, swinging a hoof at the invisible pony. Soulless appeared, only to vanish back outside the tent.

Back in the trees Chaotic let out a sigh.

“Looks like it’s show time,” he said, readying a wind enchantment to make himself faster. The four of them charged the tent, foregoing any semblance of stealth. Soulless charged teleported back into the tent, and found himself surrounded by the elite shades.

Soulless looked around at each of them, appraising their skill. The cries of the other ponies outside distracted the others as Soulless went after Dhanthas.

Flicker teleported right outside, while Dark Flame and Grape Vine used the door flap. The shades stood facing the four members of the strike team.

“So, who wants to dance?” Flicker asked.

“I’ve got the two in the middle,” Dark Flame said, pointing to Lightning and Dasher.

“And I’ll take him,” Grape Vine said, sizing up Chaotic.

“Then this little filly goes all to me,” Flicker said, teleporting over towards Solid Gear.

“Pig,” Grape Vine sighed as the fight commenced.

Inside the tent Dhanthas and Soulless were both trying to get the upperhoof on the other.

“How does a pipsqueak like you get tricks like that?” Dhanthas asked as Soulless teleported away after Dhanthas had tripped him.

“Wouldn’t you like to know,” Soulless said, teleporting behind Dhanthas. Dhanthas managed to lean forward, the two blades Soulless wielded slicing through where his neck had previously been.

“Yeah, I would,” Dhanthas said, catching Soulless with a hoof to the ribs. Soulless teleported again, and the two began circling.

“We can’t keep this up!” Elyl called to Dawn Buckler, who had now joined the fighting. Shades and changelings were swarming the secondary defenses, and the commandeered cannons were tearing through the remaining defenders.

“We don’t have anywhere to fall back to!” the commander yelled back.

“Look!” Evening Rose called, pointing at the bay. Three galleons sat upon the waters, positioned so that they could fire broadsides into the city.

“EVERYPONY GET DOWN!” Dawn Buckler screamed, just before the three ships fired their first volley. Cannonballs ripped through buildings, taking out large groups of shades and a few of the defenders.

“Are they friendly?” Elyl asked Dawn Buckler.

“I don’t know,” he said. As if to give an answer winged forms started rising from the ships, heading towards the shore.

“What are they?” Dawn Buckler asked Blue Skies, one of the few pegasi left with them.

“Griffons and pegasi,” she said. "Pirates..." A second volley of cannon rounds issued from the ships.
This second volley landed closer to the guards, but still took out a large amount of shades with shrapnel.

“Everypony get inside!” Elyl called. The defending ponies retreated into the town hall, taking up positions near the windows and doors.
Once the last of the defenders were inside, Dhuradhan barred the front door.

“What are we going to do now?” Evening Rose asked.

“We hold out and hope the pirates are friendly,” Dawn Buckler said.

“That hardly sounds like a plan,” Elyl muttered.

“Would you rather die in a hail of cannonballs and shades?” Dawn Buckler asked.

“No,” was the reluctant answer.

“Then this is the plan,” Dawn Buckler said, readying a crossbow. The shades beat on the door, but the various pieces of furniture that had been thrown in front of it were holding for the moment.

Soon around a hundred ponies were training weapons on the door as it shuddered under the assault. Suddenly, the battering stopped.

Another boom of the canons sounded, except this volley hit the city hall, sending cannonballs through the walls and windows. Debris and shrapnel was sent flying over the defenders.

“Is everypony alright?” Elyl called, coughing. There were some yeses, some groans, and more than a few silences.

“Dawn’s hurt,” Adamant called, moving over to the injured pony.

“We have a couple more over here,” Evening Rose called. There were now sounds of fighting outside as the pirates engaged the shades.The ponies that could stand looked outside. They were greeted by the sight of the pirates fighting viciously through the dark army, clearing a path to the city hall. Soon the din around the city hall fell, and for the first that day silence fell.

“Are any of you left alive in there?” a call came from outside.

“Yes. We have wounded, though,” Elyl called back. It was a few moments before the voice sounded again.

“We can’t get in,” the voice called.

“We barricaded the door,” Elyl said.

“Well clear it out! They're regrouping!” was the annoyed response. Dhuradhan and a few of the other defenders cleared the furniture and a griffon holding a cutlass kicked the door in.

“Come on, let’s go,” he called, beckoning with the sword. Elyl helped Adamant move Dawn, while Dhuradhan and Evening Rose helped the others.

“Is that everypony?” the griffon asked.

“Yes,” Elyl said.

“Good,” the griffon turning to the rest of the pirates. “Alright boys, let’s get these ponies out of here!” There were a few cheers and a few grunts, and the pirates moved to cover the retreating ponies.

“So why are you helping us?’ Dawn asked.

“The captain want’s to have a word with you,” the griffon said.

Soulless had a hard time dealing with the earth pony. Every time he thought he had him, Dhanthas would pull some dirty trick and catch him off guard.
Outside, the fight was almost pure chaos.

Dark Flame kept using Dasher and Lightning against each other, seeming to flow past their attacks and redirecting them. Flicker kept teleporting around Solid Gear, at one point grabbing the mare and teleporting upwards, vanishing in and out of the sky. Grape Vine was using his magic to keep just out of reach of Chaotic’s swings.

“We can’t keep this up! He just keeps throwing us around,” Lightning said to Dasher.

“But how do we do that? He moves super fast for all that heavy armor,” Dasher panted.

Solid Gear cried out from above, Flicker laughing as she plummeted downwards while he drifted down, his image shimmering against the bright sky. Dasher managed to catch the mare before she hit the ground, and made sure she was okay before rejoining Lightning.

"You're not very good at this," Gear's tormenter whispered, reappearing behind her. She tried to buck him hard in the ribs, but only hit empty air. The pegasus skipped away, laughing.

“At this rate, we’ll all tire out before we can land a hit,” Chaotic grunted as he missed Grape Vine by a hair.

“You know Shining, this is quite amusing,” Chrysalis said, watching as Soulless and Dhanthas managed to land a hit on the other.

“They fight so much alike...” he said. At that moment Flicker flew through the wall, barely managing to teleport out of the way of a pole. When he reappeared he was obviously injured.

“HA! I knew that I'd get you eventually,” Solid Gear yelled, steadying herself after managing to buck Flicker.

“Great! Now can you help us with this guy?” Dasher asked as he and Dark Flame grappled with each other.

“Oh don’t mind me,” Chaotic said, trying to get a hit in, still only managing to miss Grape Vine.

“Chaotic, he’s using his magic to deflect your blows. It’s subtle but it’s there,” Solid said, before vanishing once more.

"Oh, I'm not done yet," Flicker said, throwing the mare across the fight at Lightning.

“We need to finish this," Chaotic said, switching his enchantments to fire, allowing him to broaden the impact area of his punches. The next punch he threw missed Grape Vine, but the extra impact from the enchantment hit the shade in the face, knocking him back. Seeing an opening, Chaotic swung another punch, this one an uppercut which caught Grape Vine in the chest, knocking him backwards and onto the ground. Chaotic moved to go help Solid Gear while his opponent was down.

Word Smith was just returning to Shining when he saw the fighting, and managed to duck past it into the command tent.

“Shining Armor, we have to pull back! We lost most of the advance force to cannon fire from some ships docked in the bay," Word Smith said. "Our remaining troops are currently regrouping outside the city."

“What’s all this?” Blue Flare asked as he approached with his two prisoners.

“We’re pulling out,” Shining said.

“What?” Chrysalis asked, shocked. "We have them beat!"

“Apparently not. Now we are falling back," Shining said. "Or would you prefer to stay and watch till the fight gets to you?” Shining countered. As if in reply to his statement, Dark Flame came flying through the wall, a section of his navy armor now dented.

John regained consciousness, and while his friends pushed the shades back he created a knife to cut him and Lightning Strike free from their bonds. Dhanthas and Dark Flame took up positions in front of Shining Armor.

“It appears we might be too late...” Word Smith said.

“So how do I look?” Frost asked the Apples. The shades appraised the new outfit the white stallion sported.

“Like one of us,” Applejack said. Frost now wore a wide brimmed hat that covered half of his face, a black duster, and his mane was cut shorter, sticking out just below the hat.

“Well, this is a step up from my life in that section of the city,” he shrugged.

“I’d say its a hay of a lot better than being on one of them pikes,” Apple Bloom said.

“Wait, who is that?” Frost said, pointing to a figure that was armed to the teeth. The gloomy mare walked by the posse without a nod to them, muttering to herself.

“Pinkie?” Applejack said, her head tilting to the side.

“I’m finally ready,” the pink pony laughed, readjusting one of the many weapons slung over her back.

“Ready for what?” Apple Bloom asked, stifling a gulp.

“To hunt down Laughter,” was the simple reply.

“You sure you need all that?” Braeburn asked. Pinkamena had a two handed sword on her back, an axe on a loop on one hip, a sword on the other, and four daggers, one on her front right leg, one on her back left leg, and two on her chest.

“I only wish I could carry more,” she sighed. "Welp, I'm off!" And with that the armed Pinkie stalked away.

“Well then...” Frost said as she walked away.

“I feel sorry for the Element that has to face her,” Applejack said.

“Eeyup,” Big Mac agreed.

--
“Mixer, what are you looking for?’ Breeze asked. The golem had stopped them suddenly while they were gathering supplies, then hurried to the edge of Canterlot to look down at the Everfree Forest.

“There!” he said, crouching down before jumping off the ledge, sliding down the cliff side.

“Has he gone mad?” Flit yelled.

“I don’t know, but let’s follow him,” Breeze said taking off after the golem.

“Are you crazy too?” Flit asked following him. “The better question is, am I crazy?”

Mixer slid to the bottom of the cliff and started to head towards Ponyville.

“What could he be looking for?” Breeze asked, dodging tree branches.

“How should I know?” Flit asked. "Crazy ponies," the changeling muttered.

Treble stumbled back, his shoulder bleeding and his violin and bow covered with cuts from Rarity's sword. The unicorn fell to the ground, his weariness tripping him.

Cotton Candy was sobbing, the blindfold she wore soaked through entirely.

“They always did call me a heart breaker for denying little Spike-y's advances,” Rarity mused, as she advanced on Treble. "And I have to agree now; first it'll be yours, then your mare friend's." Rarity pinned Treble's leg to forest floor with her rapier, forcing a tired cry from the violinist. "What do you think, Spike?"

In answer, the dragon let out a roar of pain.

“Spike?” Rarity asked, turning around. She could hear something just beyond the trees, something large and metallic. Treble used the distraction to pull the sword from his leg, gasping in pain. Struggling to his feet, he moved to free Candy.

Rarity ignored the two ponies. All she could focus on was the battle of giants before her. Spike let out another roar as electricity traveled through his body, pouring from the metal golem.

“Breeze, Flit go help them!” Mixer shouted, his eye glowing a bright crimson. Spike let a torrent of fire wash over the golem, but Mixer diverted his magic into the armor, shielding it in a coat of frost. Winding his arm back, he plunged his clawed hand into Spike’s leg, ushering forth another roar.

“Spike!” Rarity cried, as Breeze and Flit helped Treble and Candy get away from the fighting. The dragon swung his arm at the golem, hitting it in the side, denting it.

“Blast!” Mixer swore. He could no longer move his clawed arm. The arm detached from the body, floating just next to the golem, encased in a sapphire glow. The golem issued forth a bellow of steam as the clawed arm rocketed towards Spike’s chest, sticking in him like an arrow.

Spike roared again and clutched at where the arm was dug into him. There was a crackling sound as the golem moved forward, building up more and more electricity until it was arcing to nearby tree branches. He let it all go in one burst, the electricity arcing to the arm lodged in Spike. The dragon convulsed before falling over, smoke trailing from him.

“Spike!” Rarity cried again, moving over to the sizzling dragon. There was no response from the charred monster, only a grinding sound from the golem that was slowly moving towards her.

Rarity blinked back a tear before fleeing into the Everfree forest. The light in Mixer’s eye faded slowly to blue again.

“Sorry, Spike,” he said, before trudging off in the direction that Breeze and the others had gone.

“Thank you, whoever you are,” Trble said, holding Candy in a close embrace.

“What was that all about?” Flit asked.

"And why was there a dragon just sitting there?" Breeze asked. "I thought they mostly stayed in their caves.

“I don’t know," Treble managed to shakily say. "She just kidnapped Candy, and slipped me a note saying to meet her here."

“We need to get you to a hospital,” Breeze said, motioning to Treble's injured leg. "Come on let..." the pegasus was interrupted by the sound of snapping branches.

“It’s alright, he’s with us,” Breeze said to Treble and Candy as Mixer walked towards the group. The frightened ponies relaxed slightly, but still warily watched the metal giant.

“I think I will need repairs,” Mixer said, wires trailing from one shoulder.

“What did you do to yourself?” Breeze asked, flying over to see the torn gears and broken shafts on his left side.

“I killed Spike,” he said. "Lost my arm doing it to."

“Well I can see that," Breeze grumbled. Then the first part of the golem's words hit him "Spike?” Breeze asked.

“The dragon,” Mixer replied.

“But wasn't Spike the name of Twilight’s assistant, way back when she lived in Ponyville?” the pegasus asked.

“Yes,” the golem, replied, just before falling over. “Oh dear...” Breeze continued his inspection of the torn side.

“Looks like you broke the connecting rod for the left leg control,” he said. The golem pushed itself upright, the leg in question becoming enveloped in a blue glow.

“You’re going to walk all the way to Canterlot like that?” Flit asked.

“Just to the train station,” Mixer said, slowly trudging away.

“So what is that?” Treble asked as they fell in behind the golem.

“His name is Colossus. We made him,” Breeze replied.

“And who are you?” Candy asked.

“My name is Divergent Breeze, and this is Flit,” Breeze said, introducing them. "He's my friend."

“My name is Treble Pitch, and this is Cotton Candy,” the violinist said.

“Nice to meet you both. Now let’s get out of this forest,” Flit said.

“Agreed," Treble said. The five of them walked in silence the rest of the way, Treble and Candy still clinging to each other, Flit and Breeze wondering at how the golem had known the two ponies would be here, and Mixer focusing on simply keeping his leg attached to his body.

---

“Well this is a fine mess,” Twilight said when they arrived in Canterlot. She and a detachment of guards had waited for them at the train station. “First I have guards panicking because that golem of yours just jumps off the side of the city. Then there are terrified ponies because they hear a dragon screaming bloody murder in the Everfree. And now, I just get told that it was my assistant Spike!” Twilight said, her voice reaching a full blown yell by the time she finished.

“That’s about right...” Breeze said meekly.

“But we did save these two,” Flit added.Twilight sighed and turned away.

"I want you to have that thing dismantled until further notice,” she said sharply. "I don't trust things I don't understand, and I don't understand that... thing!"

“But without him, then we would have never known about these two!” Breeze argued.

“Yeah, he stopped Rarity from taking these two ponies!” Flit added.

“Wait, did you say Rarity?” Twilight asked, turning back to face them. "My friend, Rarity?"

“Yes, I just barely recognized her from some pictures I saw in the castle,” Flit said.

“What’s going on?” Candy asked. "Isn't Rarity... isn't she supposed to be... dead?" Twilight looked over the four of them, thinking.

“Alright. Breeze, I won’t have you dismantle it, but it is not to leave the castle without my permission until further notice, and neither will you two,” she said. Breeze and Flit nodded their acknowledgement.

“Yes your majesty,” they said.

Author's Notes:

Credits:
Editing- ParadoxSg
Oc's:
Soulless- Soulless
Quicksilver and Scroll- Colt in the Moon
Chaotic Note- Chaotic Note
John- Badass Grunt
Lathyrus and Elyl- Vehemence
Blue Skies and Adamant- Stormclouds
Lightning Strike- Sully48
Lightning Dasher and Dream Dasher- Lightning Shaker
Solid Gear- Solid 6Gear
Evening Rose- The Dark Prep
Word Smith- Unimportant
Neon Fire- Bronze Fog
Thunder Blur- Royal Guardian
Dostoyevsky- Verlax
Blue Breeze- Blue Breeze
Dhuradhen and Dhanthas- Dhuradhen
Hingard- Hingard
Dusty Spearhead- Metro
Blue Flare- Mr Wool
Violet Runner- Violet Runner
Brit Enfield- Enfield
Grape Vine- Serpenti
Dawn Buckler- Westphalian Musketeer
Marksman and Red Bow- Marksman
Dark Flame- Nopony You Might Know
Terminus- Lone Wolf
Flicker- ParadoxSg
Thanks to everyone who let me use their OC(s) for this. I hope I didn't miss anypony.
Sorry in advance if you didn't like how I used your OC.
Whoo, that was a lot.

Laughter

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Chrysalis dragged along the badly wounded form of Shining Armor. Dhanthas and Grape Vine limped along behind their leaders while Dark Flame pulled Flicker and Word Smith behind him. Neither of the injured shades looked good.

“Hey, you two still alive back there?” Dhanthas called back. Flicker gave a weak moan in response, while Word Smith made no sound.

"Silence!" Chrysalis hissed. The changeling queen had fear written across her face. The shades could guess why; it had far less to do with the ponies they were fleeing. Rather, it was who they were fleeing to.

Dark Flame stopped dragging the silent form of Word Smith, leaving behind his body while the others continued their retreat.

They had come so close to finishing it. But Chaotic's team had to pull out before the regrouping shades and changelings fell back to their leaders. Even then they still lost John, and Lightning Strike was badly wounded.

“They’re gone,” Chaotic huffed, looking back. "All of them." The other members of the strike squad stopped to catch their breath. They had been running and fighting almost all day, and all of them needed a reprieve.

“Yeah, but I wonder how the others did,” Lightning Shaker said.

“Well, the airship looks whole. It's moving towards the bay,” Solid Gear said.

“Then that’s where we’re going,” Chaotic said.

Near the docks of the city, its remaining defenders were waiting for a small boat to reach the shore. The larger ships in the bay continued firing at the retreating army, the bombardment slowly fading as the boat neared the docks.

When the boat did finally reach shore, the defenders could see on it three distinct forms. One of them, a captain judging by his hat, was a griffon. The next was a blue pegasus with another hat, this one red with a feather sticking right out of the top. The last was a purplish mare with an aqua mane, an eyepatch, and a red bandana.

“Ahoy there! Looks like you ponies managed to keep yerselves in one piece,” the captain called out as he took to the air, landing on the docks while the pegasus and earth pony anchored the boat.

“And who are you?” Elyl asked the gray griffon.

“Name’s captain Hookfang. But you can just call me Hook,” he said, bowing and flourishing his hat. "Everyone else does."

"Captain Hook... Hey! Haven't I heard that name somewhere?" a random pony cried out. They went largely ignored.

“Well, Hook, I have to thank you for arriving when you did. Otherwise, I don’t think we would have made it,” Elyl said gratefully.

“Well, don’t you worry about that just yet," the griffon said. "The flotilla is on its way to lend you a wing and a claw,” Hook said.

“The flotilla?” Elyl asked.

“Aye! Some fifty vagrant vessels, all sent here to aid you,” Hook said, putting his arm around Elyl and motioning with his claw across the horizon. "We're just here to negotiate the terms."

"Terms? For what?" Elyl asked. The captain grinned, dropping his arm from around the pony.

"The payment we'll receive for protecting yer fine city, of course," he said. The ponies about Elyl stiffened. Van Hoover wasn't a rich city to begin with, and they needed all the money they had for repairs. Elyl thought fast.

“I take it you’re one for theatrics, Hook," he said, putting a hoof up on the much taller griffon's shoulder.

“You got me there,” Hook agreed.

“Well, when I’m not defending cities, I’m a magician,” Elyl said. He turned the griffon around, and the two began walking away from the gathering crowd of onlookers.

“Then you can appreciate a good performance,” Hook pointed out. "Never met a magician that could resist the spotlight."

“Well, I think you just did," Elyl snapped. "If these other forty-seven ships exist, where are they? If they were sent to help us, then why would only three ships actually participate in the fighting?" Elyl grinned madly, the stress of the day showing plainly on his face. "I take it that there is no 'flotilla'?" The captain sighed.

“Ah, no. We’re the only ships that happened upon the news about the attack, and so we came to help. Maybe get some coin while we’re at it,” Hook admitted.

“Then three ships is all you have?” Elyl asked, settling back down.

“Aye, three fine vessels, each filled with loyal crew. And if what we hear is true, then we could get paid rather handsomely to help defend this city,” Hook said.

“Just like a pirate to always be thinking about bits,” Dawn Buckler said, walking with Evening Rose’s help up to them.

“And who is yer friend here?” Hook asked Elyl.

“Hook, this is Dawn Buckler. He was in charge of the city defense. Dawn Buckler, this is Captain Hook,” Elyl said, introducing them.

“Well mister Buckler, nice to meet ya,” Hook said, extending a claw.

“Your help is appreciated,” Dwan Buckler mumbled, not returning the gesture.

“You know mate, you’d draw more flies with honey than vinegar. Isn’t that right Violet?” Hook said, turning towards his companions. The other two pirates had been patiently waiting nearby.

“Right-o,” the purple mare said, saluting to Hook.

“Quidem” Dostiyevsky, the blue pegasus said.

“What?” Elyl asked the blue pegasus.

“Ah, you see, our friend here throws some ancient word into his speech every now and again,” Hook said. The captain leaved in to loudly whisper, "Bit wrong in the head, we thinks."

“Strange,” Elyl said.

“Aw, Dovsky’s alright,” Violet said, patting the pegasus.

“I told you that I don’t like being called qui name,” he replied.

“But your full name sounds like gibberish,” Violet complained. The pegasus just sighed.

“Now that introductions are out of the way, perhaps we can discuss something about our pay?” Hook asked. "What with the enemy routed..."

“We’re not done here yet,” Dawn Buckler said.

“I’d say that we are. The shades are retreating, we survived, and the city is still standing,” Elyl said. A building in the distance came crashing down, the walls riddled with holes from cannonballs. "Relatively."

“So, does this mean we can celebrate?” Violet asked.

“Aye. I reckon the city is safe, and these ponies look a little down,” Hook said.

“Did somepony say celebrate?” a gray unicorn mare with a neon green mane asked.

“It seems that we will be celebrating,” Elyl said. Dawn Buckler just grumbled as the pirates began to mill about, spreading the news that there would be a celebration. There were mixed feelings about a celebration after such heavy losses, but everypony agreed that it was well deserved.

One of the defenders, a blue pegasus called Thunder Blur, was setting up a dj station with Neon Fire when Chaotic and his team returned.

“What’s going on?” Soulless asked as a blue pegasus shuffled by, holding a keg of some beverage.

“It appears that they are preparing to celebrate,” Chaotic Note said.

“How can they be celebrating? We lost a lot of ponies,” Solid Gear complained.

“Chaotic! Over here,” Elyl called to the squad. They followed the voice until they found their leader, standing beside a large griffon. The griffon seemed to be in a heated debate with a purple mare.

“Elyl, what’s going on?” Lightning Shaker was the first to ask. "Why aren't we preparing for another attack?"

"This griffon and his pirates routed them," Elyl explained. "And now they’re throwing us a party." Soulless groaned at the utterance of the word ‘party’.

“Ah, Elyl. These friends of yours?” Hook asked, turning away from his argument. The mare had left.

“Yes, actually. Everypony, meet Captain Hook. He is the one who decided to help us,” Elyl said. The griffon extended a claw.

“Good to meet ya. I hope you lads’ll try some of Violet’s hard cider. She brews the best stuff on the sea,” Hook said, chuckling. The squad murmured back their greetings, Chaotic the only one of them to actually shake the griffon's claw.

“I’ll explain more of what happened when we’re done,” Elyl said.

“For now, enjoy yerselves. It’s not often we get a chance to throw a party,” Hook threw in, ambling away. The squad slowly dispersed among the griffons and ponies, except for Soulless. For him the words ‘party’ and ‘enjoy’ rarely went together.

On board the Lunar Guard airship, the remaining guards had patched themselves up, and were mourning for their lost brethren. Silence prevailed upon the deck for the first time that day.

Once they were done, one of the guards detached from the rest and approached Quicksilver.

“Um, sir, what are your orders?” she asked Quicksilver.

“Huh?” he asked, still in grief over the death of his many friends.

“Since Vigilant is dead, that makes you the new head of the Lunar Guard, sir,” she said. Quicksilver looked at at her, his glasses still broken, eyes still rimmed with tears.

“We’re going to give them a proper burial,” he said. The guard nodded slowly, then motioned for Quicksilver to look over the side of the airship.

“It looks like that will be hard, given the fact that the others appear to be getting ready for a celebration,” she said.

“How can they celebrate at a time like this?” he questioned, almost disgusted.

“Well, we did win the battle,” the mare said. Quicksilver sighed.

“Ok, take us down. I want a word with Dawn Buckler and Elyl.”

“Right away,” she said, going to the helm. A short time later, the airship was moored at the docks alongside the pirate's. The Lunar Guard were debarking, several of them carrying the veiled bodies of their fallen comrades. Elyl was the first to meet them.

“Quicksilver, where is Vigilant?” he asked the sorrowful pony.

“Dead,” Quicksilver said dully.

“I’m sorry to hear that...” Elyl said.

“I wish to give our fallen a proper burial, then return to Canterlot,” Quicksilver said. "Requesting permission to leave."

“Well, with our reinforcements, I’m sure that you can go back without worry,” Elyl said. "Permission granted."

“Thank you,” Quicksilver said, rejoining the other guards. Soulless saw the somber guards, and walked over to join them.

“What do you want?” Quicksilver asked.

“To give you a hoof,” Soulless said.

“We don’t need any help,” Quicksilver said. "The dead don't struggle that much."

“I meant with what you’re going through,” Soulless said.

“And how would you know what I’m going through?” Quicksilver shot back. Soulless recoiled slightly at the venom in the words.

“Sorry I asked," he said. Quicksilver simply walked away from the dark unicorn.

“Hey Soulless,” Solid Gear called. The unicorn turned and saw that The Knights of the Everfree, along with Violet Runner, had made their way to the airship.

“What?” he called back.

“We heard that the airship was damaged so we came to take a look,” Violet Runner said. "We could use your help."

“And we’re also here to help Quicksilver, Lightning Shaker added.
It took Soulless a few seconds to find what was off about her. Her...

“Weren’t you a stallion the last time I saw you?!” he questioned.

“It’s complicated,” Lightning said.

“I'd assume so,” Soulless said.

“Well, we better go have a look at that ship,” Solid gear said, wanting to get out of the rather awkward conversation.

“Right...” Violet Runner said.

“If you must know, I was cursed, and now every night, I become a mare. Happy?” Lightning said.

“I don’t think I want to know about that,” Soulless said.

“You don’t,” Dream Dasher said.

Pinkamena crept through the underbrush, an evil smile on her face as she approached Van Hoover.

“How can you just crash a party like this?” she asked herself, listening to the distant sounds of the ponies starting the festivities.

“You know how. And besides, they didn’t invite you,” she said.

Herself stayed silent in agreement.

“Here comes Pinkie...”

After giving their fallen a proper burial, Quicksilver and the Lunar Guard were preparing to leave.

“What’s this?” Quicksilver asked as a mare ran up to him with a letter.

“The princess want’s you to bring Violet Runner and Solid Gear back with you,” the mare said.

“Alright,” Quicksilver said. Solid Gear and Violet Runner had been working to repair the cannon on the airship, and were still hanging around it.

“It looks like the princess wants you two to go to Canterlot,” Quicksilver said.

“Really?” Violet Runner asked.

“Yeah, so get ready,” Quicksilver said. "Make any goodbyes that you need to, pack anything you wish. We leave in thirty minutes." They nodded and went off to make their own preparations. They didn't take long.

As the airship passed over her, Pinkie looked up, but she didn’t sense the one she was looking for aboard it and dismissed it. Back at the party, Thunder Blur and Neon Fire were playing the music for the celebration while the pirates drank all the booze, and the defenders tried to forget about the terrible battle that day.

Soulless was staying sober, keeping on the outskirts of the party. Chaotic walked up to him, levitating a mug of cider.

“Aren’t you going to enjoy yourself?” Chaotic asked. "I don't think I've seen you touch one mug."

“I’m good,” Soulless said flatly. "And i think I'm going to need a clear mind for this."

"For what?" Chaotic asked. A scream from the crowd pulled their attention and the music died off. Swords were hastily pulled from their sheathes, and a rough circle formed around where a mare was standing over the bleeding form of a griffon.

“That,” Soulless said.

“Here’s Pinkie!” the mare cried as she went for another pirate. Her sword thudded into one of the nearby griffons, and the melee broke loose.

“Hey! Who’s breaking up my party!?” Violet yelled from across the crowd as Pinkamena tore through ponies and griffons alike. The pink shade was letting her senses guide her, and the terrible path she cut was slowly winding towards Violet.

Soulless teleported in front of the purple mare to keep her from joining the pile of bodies that was building up around the insane pony.

“Stay back,” he growled. Chaotic joined Soulless the terrible mare finally cut through to them. She had lost her sword sometime in the fighting, embedded in a dead pony.

“Oh, I haven’t seen you in awhile Souly,” Pinkamena said as she unsheathed another one, this time pulling an axe out with it.

“Let’s kill her and get this over with,” Soulless said, extending his two blades. Chaotic used an earth enchantment to harden his skin, keeping him from being cut.

“Yay! This is fun!” Pinkamena said as she and Soulless engaged in a deadly dance of steel. Sparks flew as her blade connected with his. Chaotic tried to sneak in an attack while she was occupied, but found her axe somehow waiting for him.

“How can she fight this hard?” Chaotic asked, deflecting the ax by the handle. "It's like their are two of her!"

“She’s Pinkie,” Soulless said. "There kind of is."

“This is fun. Fun! Fun! Fun!” she giggled with glee, each iteration of the word accompanied with the sound of steel on steel as she swung her weapons at Soulless. As she was spinning around for another slash, a guard from the crowd tried to join in. She instantly reversed her momentum mid swing and brought her axe up against his throat, sending him slumping to the ground, an axe where his head should be.

Soulless took this chance to try and slice her throat while she was turned around, but she flashed her sword up behind her, grabbing a dagger from on of her chest sheaths. She twirled back around, trying to slice him open. Soulless teleported away, just moments before the blade would have bit into him.

So instead she flipped the dagger around and threw it at Violet. Chaotic caught the projectile with his magic, letting it drop harmlessly to the ground.

“Aw you’re no fun, using your magic like that,” Pinkamena said, her face still bent in a wicked grin. She pulled the same dagger from the same sheath, throwing it at him this time.

“What the?” Chaotic cried as he dodged the spinning blade.

“That's why we have to kill her now,” Soulless said. Pinkamena put her sword in her mouth and brandished two daggers in each of her front hooves, growling.

Elyl picked up a crossbow and fired it at the demonic pony. She turned to face the bolt, and cut it in half with a flick of the sword, leaving two halves to spin off harmlessly. Chaotic charged back in to keep her from attacking Elyl.

Soulless teleported to the pile of bodies as Chaotic tried to keep the crazed pony busy.

“What are you doing?” he cried as Soulless checked each one of them for signs of life. When he seemed to find one that did, he jabbed his blade into him, and the gem on his blade started to glow. He then put away his off hand blade and his original blade extended, its growth making it of equal length to Pinkamena’s sword.

“Ooh,” she said, kicking Chaotic away. Soulless swung the blade at Pinkamena, and she tried to block, but the shining metal went right through the steel and continued on through her. She dropped her weapons and tumbled backwards, clutching where the blade had connected with her chest.

“What was that?” Chaotic asked.

“Soul cutter,” Soulless said. Pinkamena pulled her last two daggers and threw them at Violet before jumping up and sprinting away. Chaotic caught these just like before, but hurled them after Pinkamena. She turned, caught one, and ducked under the other. And as suddenly as she had appeared, she disappeared back into the underbrush.

“Well, that was interesting,” Elyl said.

“Who was that?’ Violet asked, visibly shaken.

“Pinkamena Diane Pie,” Soulless replied. “Also known as Pinkie Pie, and old bearer of the element of laughter.”

“Then why was she trying to kill me?” Violet asked.

“Surely you don’t have to ask,” Soulless said. "It's rather obvious."

“I think we do,” Elyl said. The black unicorn shrugged.

“She attacked you because you’re the next element of laughter,” he said.

“What?” the collective exclamation went up from all in earshot.

The next morning and miles away, the Lunar Guard airship was approaching Canterlot.

“I wonder what the princess could want with us?” Violet Runner asked as the royal city drew closer.

“I don’t know,’ Solid Gear said.

“Well, we’ll find out soon, because she’s waiting for us in the hangar,” Quicksilver said. The airship approached the side of the mountain, and a small portion of it opened up, allowing them to fly the airship inside. Once docked, the Lunar Guard and the asked for ponies got off the airship and approached Twilight, who was waiting impatiently for them.

“Quicksilver, I need you to refuel the airship as soon as possible,” the alicorn said.

“Yes princess,” he replied before going off to talk with the maintenance crew.

“And you two, follow me,” she said. They quickly fell into step behind her.

“If you don’t mind my asking, Princess, why did you call for us,” Violet Runner asked.

“Because, I know about your mechanical expertise,” she said. The two ponies looked at each other quizzically.

“What?” Solid Gear asked. Twilight reached a door in the side of the cavern.

“Few ponies outside of the castle even know about what I’m about to show you,” she said. “I want both of you to keep this a secret until your work is complete,” she said.

“Whoa, what are we getting into?” Solid whispered to Violet Runner.

Twilight opened the door and the first thing the two ponies saw was the mechanical golem leaned up against the wall, its left leg on a workbench and it’s left arm missing.

Breeze looked up from doing some work on a new connecting rod and noticed the three of them standing in the door.

“Why’d you bring them here?” he asked, turning back to his work.

“To help you rebuild Colossus,” Twilight said. Flit stuck his head out from behind the golem, covered in grease and soot.

“So, you actually decided to help?” he asked bitterly.

“What’s going on up there?” Treble called from the downstairs, where he and Cotton Candy had taken up temporary residence.

“Nothing important,” Flit called back.

“Now Flit,” Twilight said.

“I think he’s a little justified right now,” Breeze said, not looking up from his work.

“What did you do?” Violet Runner asked Twilight.

“She told us to disassemble him,” Breeze said, pointing to the golem.

“And put us under house arrest,” Flit added.

“All because we saved the two ponies living in our basement,” Breeze finished.

“I’ll leave you two to get settled in,” Twilight said, pushing Violet Runner and Solid Gear into the room, closing the door behind them. They could hear the click of her hooves against the floor as she sped away.

“So, uh, who are you?” Solid gear asked.

“Divergent Breeze,” Breeze said, looking up from his desk. “And that’s Flit,” he said, pointing to the changeling who was now cleaning himself up.

“Hey,” Flit said, wiping his face.

“So what is this thing?” Violet Runner asked, walking up to Colossus.

“Hi's name is Colossus. He got damaged killing a dragon,” Breeze said.

“This thing killed a dragon?” Violet asked, looking at Breeze.

“Yes,” the golem said, his eye flickering into life. Violet jumped back, startled.

“It talks?” Solid Gear asked.

“Yes, I do talk,” the golem said.

“If it weren't for him, most of us in here wouldn't be alive right now,” Breeze said.

“Yeah, he saved me from the shade of Rainbow Dash,” Flit said.

"And us from Rarity," Candy said from below.

“So, uh, what are you going to do with him?” Solid Gear asked, looking over the golem intently.

“We were going to fix him, but it took us weeks to build him, and that was when we could move around freely. Now we’re stuck here, fixing with what we have, which isn’t much,” Breeze said.

“So... can we help?” she asked.

“You think you can handle it?” Flit asked. "He's pretty complex."

“Did you notice my leg by chance?” she retorted.

“And I’ve had lots of experience with machines,” Violet Runner said.

“I think that they can help,” the golem said. Breeze shrugged.

“Alright. After all, it is you we’re fixing,” he said.

“But how are we going to fix him without parts?” Flit asked.

“I have a workshop with plenty of parts,” Violet Runner said.

“Really?” Breeze asked.

“Yeah, it’s actually not far from Canterlot, and I can have whatever you need shipped in within a day,” Violet Runner said.

“Well, what are we waiting for? Let’s get to it,” Solid gear said, going over to the back of the golem.

“Such enthusiasm,” Mixer said as Solid Gear peered into the back of the mechanical marvel.

“Wow, you two built all this?” she asked, amazed by the complexity of the golem, despite all the damaged parts.

“We had a little help, but yeah,” Breeze said.

“So what parts would you need that you don’t have?” Violet runner asked.

“You might want to write this down...” Breeze said.

On the outskirts of Ponyville, a lone form moved carefully towards the Everfree forest, carrying a satchel and wearing a cloak. The form stopped near the edge of the forest and pulled back her hood, revealing a gray mohawk streaked with blue.

The zebra gave the forest air a sniff before pulling her hood back up and continuing slowly into the dark woods. She slowly made her way through the forest, following the smell of the herbs she was searching for.

When she reached where the fragrant odor was coming from, she crouched down and carefully collected the flowers that she needed.

“Hmm, what’s this?” she said out loud as a rank smell filled the clearing. She pulled her hood back and swung her head from side to side, listening for any sign of movement. Soon a growling sound came from in front of her. The sound of Timberwolves.

“Timberwolves here? Why are you so near?” she asked, roughly facing the source of the sound. She held out a hoof to make sure that they weren’t right in front of her.

The zebra's blue eyes stared unseeingly in front of her as the timberwolves approached her. Despite her lack of sight, she seemed unfazed by the vicious predators that were slowly advancing upon her.

“Ah, I know what I’ll do. I have just the thing for you,” she said, pulling out a small branch from her satchel. The stick had red leaves and had a strong smell to it. She snapped it and a strong sweet smell filled the clearing.

The timberwolves immediately stopped growling, and sat down on the ground, whimpering like a bunch of puppies.

“That’s better. Now tell me what’s the matter?” she asked them. They continued whimpering, communicating to the zebra what they were doing.

“Hmm, a mare you say? Well, for now, just go away,” the zebra said, waving the timberwolves off. They all slipped out of clearing, leaving the zebra alone.

“Hmm, if there’s a mare looking for me, then should I be in the Everfree?” she asked out loud. Shrugging, she decided to head deeper into the forest, searching for more herbs essential to her medicines. It was not long until she heard the sounds of wings beating, and something large landing near her.

“What now?” she asked out loud. A manticore landed near her and began growling.

“A manticore and timberwolves all in the same day? Things just don’t seem to be going my way,” the zebra said calmly. The manticore grabbed the zebra and flew away with her. She finally showed some signs of fear, mostly about not being firmly on the ground.

She felt dizzy as the air rushed past her, indicating that wherever the manticore was taking her, it was flying rather fast. When it finally slowed down and dropped her, the zebra fell over clumsily as she hit the ground.

“You found her!” Fluttershy said, surprised as the manticore dropped the zebra. Angel pushed himself away from the tree he was leaning against and hopped over to the blind zebra.

“Are you alright?” Fluttershy asked, as her target lay on the ground.

“Who’s there?” the zebra asked. Angel, who was ready to bring this helpless zebra to Darkstar tapped him foot in impatience.

“Oh, alright,” Fluttershy said.

“What?” the zebra asked, confused as to who the mare was talking to. The manticore grabbed her, and it and Fluttershy and began flying towards the Crystal Empire.

Darkstar was looking out to the south from the balcony in the Crystal Empire palace. Off on the horizon, he could see the remnants of his army.

“Incompetent fools!” he spat, walking back to his throne. There was a slight breeze that blew through the throne room, and in it’s wake, Luna stood in the threshold of the balcony.

“Mother,” Darkstar said coldly, slowly turning to face her.

“Oh, Shooting Star...” Luna said sadly, approaching her son.

“I’m Darkstar now,” he snapped smacking Luna’s hoof away.

“Your father would be sad to hear that,” Luna said. Darkstar laughed.

“My father... He used to hold this throne,” Darkstar said.

“You’re right, I did,” Sombra said, appearing from the throne itself. Darkstar spun around to face him.

“So what, have you both come to try and stop me?” he growled, turning his head between Sombra and Luna.

“No, Star. We want you to continue this, for you own good,” Luna said.

“What?” he asked, bewildered.

“We both were once evil,” Luna said, remembering back to long ago, when she became Nightmare Moon.

“And only through our actions did we end up living happy lives,” Sombra finished.

“How so?” Darkstar asked.

“Because, once the Elements of Harmony were used on us we were able to live peaceful lives,” Luna said. "Our failures shaped us."

“Except you don’t realize that I will not fail as you two did. I already have one of the bearers, and I can kill him at a moment’s notice, preventing the Elements of Harmony from ever being used,” Darkstar said.

“Don’t make us fight you,” Sombra said.

“We don’t want to hurt you,” Luna added.

“Unfortunately, I don’t have the same qualms,” Darkstar said, lashing out at her with a tendril of darkness. It struck her across the face, leaving a dark line behind. Luna put a hoof to her face and felt it start to bleed.

“How dare you?” Sombra questioned angrily, fire starting to burn in his eyes.

“Easily,” Darkstar said, lashing out at his father. Sombra created a crystal shield that stopped the black tendril. He melted into the floor, reappearing from the crystal in front of Luna.

Sombra glared at Darkstar as he melted the both of them into the crystal, disappearing from the throne room.

“Yes, run!” Darkstar called after them. "I won't listen to your lies!"

“We’ll be back,” Sombra’s voice rang around the throne room.

Darkstar jolted awake. Blackness surrounded him. His own. Taking comfort in it, the dark alicorn sighed. He couldn't afford to sleep now, couldn't afford those two poisoning his thoughts. With a sigh, he fell back onto his throne, waiting for Shining and Chrysalis to report.

Gearing Up

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The zebra was inwardly panicking. She had never been off the ground for more than a few seconds at a time, and now she had been dangling from the claws of a manticore for several hours. She hadn’t eaten in a while, but her stomach was churning nonetheless. It was reaching the point where she was ready to be sick.

“Somepony let me down! I can’t take all this flying around!” she cried. Fluttershy looked over to the blind zebra, who was now flailing around madly.

“Landing for a little rest couldn’t hurt...” she said. The manticore looked back over its shoulder, where Angel was riding on its back. The bunny shook his head, denying the request. The manticore took the denial in silence, readjusted the two passengers it was carrying, and flew on.

“Now see here mister! This poor pony is going to fall into the forest below if she keeps flailing, and then we’ll have to search for her,” Fluttershy said to the flying monstrosity. The manticore grunted and readjusted its grip on the zebra her again.

“Oh, don’t you make me use the stare on you,” Fluttershy warned. That caught its attention. The manticore knew better than to test the stare, and so against Angel’s furious complaints it descended to the ground below. When the zebra felt her hooves touch the ground, she hugged it like it was the only thing in the world she had ever wanted.

“Oh thank goodness,” she sighed, enjoying the steady earth. “Solid ground.”

“Wait, I thought all zebras talked in rhyme?” Fluttershy asked, confused as to the break in rhythmic cadence she was accustomed to.

“No you silly pony, only important members of our society use that speech. Though we also use it when speaking to foreigners as a sign of respect,” the zebra explained.

“Oh...” Fluttershy said.

“Who am I to speak of respect though? I have not told you my name. I am Char. But who are you?” the blind zebra asked.

“Oh, my name is...” Fluttershy trailed off, catching a glare from Angel. “Well, I’m nopony special,” she finished lamely.

“Surely you jest? Not just anypony can command a manticore,” Char said.

“Oh, it’s nothing really...” Fluttershy said, swirling a hoof in the dirt. “Just a gift…”

“But that brings me to another question. Why are you commanding a manticore, and where are we?” Char asked.

“Oh, t-that...” Fluttershy stuttered.

“Is something wrong?” Char asked.

“Well, um...” Fluttershy trailed off, trying to find a way out of having to explain anything. Char heard the sound of something whizzing through the air and jumped at Fluttershy, pulling her to the ground and out of the way of a flying carrot.

“Are you alright?” Char asked.

“What was all that about? Angel just threw a carrot,” Fluttershy said.

“That was no mere carrot,” the zebra replied, standing up and dusting herself off.

“It looked like any old carrot to me,” Fluttershy said, looking over to where the carrot had flown into a bush.
“There is a foul magic about it,” Char said. As if in response to her words, the bush began to wilt, leaves falling off it.

“Angel! What did you do?” Fluttershy questioned the small white rabbit. Char began contemplating running, but it would be useless. If she didn’t trip and hurt herself, the manticore would surely chase her. She could sense the beast gradually getting over its temporary fear of the pegasus beside her.

Angel was conjuring another carrot, the lethal vegetable forming in between his paws. Darkstar had foreseen that Fluttershy would be too weak willed to carry out his orders, so he had sent Angel with specifically to make sure the job got done.

“Angel, when could you do that?” Fluttershy asked nervously. With a glare at the pegasus, the rabbit threw the newly formed carrot towards Char. The zebra managed to dodge the projectile, and turned to face the small furry enemy. Char wasn’t much for fighting - she would much rather settle a dispute peacefully - but that didn’t mean that she was defenseless.

“Attacking me would make her weep, wouldn’t you rather catch some sleep,” the zebra sang in a hypnotic tone. Angel found himself strangely susceptible to Char’s powers, and soon he began swaying uneasily on his feet.

“You are strong; you still resist. But sleep now bunny; do not persist,” Char sang, causing Angel’s eye to droop sleepily. After a few more seconds, Angel finally slumped forward, now in a deep sleep.

“Wow, Pinkie was right about you zebras. You really can put things in trances,” Fluttershy said, astonished.

“You think that only unicorns can use magic, but other races have magic of their own,” Char said. “And now, I would like to get back to Ponyville. At the very least, back to a town or city near here,” Char said.

“Well, I can’t really take you anywhere...” Fluttershy said.

“It is alright. I understand if you wish to stay with your companion,” Char said, moving towards the trees.

“That’s not really what I meant…” the pegasus trailed off as the zebra disappeared amongst the underbrush. “I think that Hollow Shades is the other way,” she called out.

“Thank you friend,” Char said as she reappeared, and began moving in the other direction.

“Wow. I’m surprised you had some of these just lying around,” Breeze said, rifling through a box of parts, one of many that Violet Runner had shipped in.

“Well, I like to tinker sometimes,” she said.

“You know, if you two would quit jabbering and start helping, this would go faster,” Solid Gear said, helping Flit replace some internal mechanisms in Colossus.

“Well, we do have to sort through quite a bit,” Treble retorted, sorting another box with Cotton Candy. The six of them had begun working on the golem after Solid Gear had drawn up some plans for improvements to the golem’s design.

“Those improvements look quite interesting,” Mixer said, observing the plans for his upgrades. The diagram looked nearly as imposing on the paper as the golem did in real life; its armor was sleeker, it sported a new cannon on its arm, and it was simply bigger.

“Yeah, Solid. Where did you get the idea for the static cannon on the left arm?” Breeze asked.

“Well, from what you said, this thing can use rudimentary magic. So, I thought that with some crystal catalysts, it could project what magic it can use,” Solid Gear said, smiling to herself. “Just a little touch of genius.”

“And making improved armor for the legs and chassis was just logical,” Violet Runner said, pulling out an odd part from one of the boxes.
“You’re even making him look even more intimidating with the armor crests and the angled plating on the legs,” Candy said.

“He’s going into combat right? Then he’ll need all the upgrades that we can do in a short time,” Solid said.

“So Breeze, how did you end up powering this thing?” Violet Runner asked.

“Well, uh, we took the concept from another construct I made, and made it bigger,” the pegasus replied.

“But the crystal inside is massive, at least by standard measurements.”

“We had this one specially made,” Breeze lied. He and Flit shared a quick glance before resuming their work.

“You know, something has been bothering me since you saved us,” Treble said.

“What is it?” Breeze asked.

“The princess was surprised at who it was that took Candy, but you two weren’t even phased by it,” Treble said. Flit and Breeze exchanged looks again.

“Go ahead. Tell them,” Mixer said.

“Tell us what?” Candy asked. Breeze sighed.

“Because, we already encountered something similar before,” he said.

“Like what?” Treble asked.

“A pegasus that was supposed to be dead for a long time came back and tried to beat me up,” Flit said.

“What?” was the collective cry.

“A shade so far in Equestria?” Solid Gear asked.

“Not just any shade. Rainbow Dash,” Flit said.

“The old element of Loyalty?” Violet runner asked.

“The very one,” Flit confirmed.

“Then, does that mean the others are back too?” asked Candy.

“We think so,” Breeze said.

“Then why isn’t the princess doing anything?” Solid Gear asked.

“Because she doesn’t want to fight her old friends,” Mixer said quietly. And I can understand her feelings, he thought to himself.

The group fell silently into their work. After sorting the appropriate parts, the six of them started to begin actually building them into the golem. Breeze, Solid Gear, and Violet Runner each had mechanical experience, so they all worked on separate pieces of the project while the others just helped by fetching parts and tools when need be.

“Hey, Solid, how’s that arm coming?” Breeze called out after awhile, working on some of the armor plating.

“I have the framework placed, but I’m having a slow time welding it together,” she called back.

“Maybe if you used a higher powered torch it would work better,” Violet suggested, attaching the left leg to the golem.

“But then I run the risk of damaging my leg,” she explained.

“Then trade me places. I can handle the heat,” Breeze said. They switched places, Breeze welding the arm frame, while Solid Gear worked on the armor plating.

“Just make sure to leave room for the canon, we don’t want to put it together just to have to cut it apart again,” Solid said.

“It’s just going to be a crystal lined tube, right?” he asked.

“Well, if you want to call it that, yeah,” she said.

“So, what are you going to do after he’s fixed?” Candy asked.

“I don’t know. Maybe by then the princess will realize that we need him out there, not locked up here,” Breeze said.

“If we’d had this thing at Van Hoover, I doubt that we would have been pushed back at all,” Violet Runner said.

“If he would have been at Van Hoover, we wouldn’t be here,” Treble said.

“Besides, we won,” Solid Gear said.

“Well, I think that should do it,” Violet Runner said, finishing attaching the leg. The golem let out a jet of steam as it powered up and tested the new appendage. Satisfied with it, he went into a resting position, activating the repaired machinery inside.

“Well, the arm will take a day or two to finish,” Breeze said.

“We don’t have that kind of time,” Mixer said.

“Well, since I’m done with the leg, I can help Breeze with the arm,” Violet Runner said.

“Yeah, and maybe this armor plating will get done with some help,” Solid Gear said.

“I can help,” Flit said, moving over to her.

“Is there anything we can do?” Treble asked
.
“Keep the parts coming,” Solid Gear said.

“Alright,” Candy said, ready to give them whatever parts they asked for. The six of them worked into the night, but as it neared midnight they had to stop. Despite the unfinished job, they had accomplished a lot and a small round of congratulations was circulated.

“Sorry we couldn’t finish the arm, but the plating is ready to be installed,” Breeze said to Mixer after the others had gone off to find beds.

“You did all that you could,” Mixer said.

“Well, I’ll see you in the morning,” Breeze yawned. The golem sat in silence as the young pegasus went to his bed.

“Sorry Breeze, but you won’t,” Mixer said after he was sure the pegasus was asleep. A blue glow enveloped the parts around the golem, and then they started to levitate. Mixer moved the armor plates into place and riveted them to the chassis, reinforcing the plating, and adding two prominent ridges along the top of the otherwise smooth chassis. After the armor plates were affixed, he lifted up the incomplete arm, and attached it to the socket. He tested the unplated arm, this time tipped with four claws, and found that, while still a little stiff, it would work.

“At least they were kind enough to finish the mechanisms,” Mixer said as he became encased in a blue haze. The golem’s movements were almost silent as it crept out of the workshop and into the cavern. There were few guards around, and those that were didn’t notice as the partially concealed golem moved to the lift.

In Van Hoover, the defenders had been busy repairing what damage they could since the attack.

“Hey Dawn Buckler, anything new?” Elyl asked.

“Actually yes. The Lunar Guard Airship will be here today to take a group of ponies back to Canterlot,” Dawn Buckler said.

“Who?” Elyl asked.

“You, Soulless, Chaotic, and the Knights of the Everfree,” he replied, listing the ponies.

“Well, that does seem to leave you most of the defenders,” Elyl said.

“I believe the princess will be giving you a mission personally, so don’t worry about us,” Dawn Buckler said.

“Well, we’re not leaving yet,” Elyl said.

“True, but I’m sure it will not be long,” Dawn Buckler said.

Around noon, the airship descended to pick up the ponies that had been asked for, including Violet.
“Hey Quicksilver,” Chaotic greeted the head of the Lunar Guard as they boarded the airship.

“Hey,” he replied.

“Oh, and I hope you don’t mind that we’re bringing another pony with us,” Chaotic said.

“Who?” Quicksilver asked.

“The new Element of Laughter,” Soulless said, walking up the boarding ramp with Violet.

“Element of Laughter?” Quicksilver questioned.

“Yes, and I’m sure that the princess would appreciate it if we got her to her as soon as possible,” Soulless said.

“In that case, let’s go,” Quicksilver said, walking back to the cabin. Soon the airship was back in the air and heading towards Canterlot, carrying its precious cargo.

Guards were crawling all over the caverns as they searched for traces of the missing golem, while Twilight was in the workshop questioning the six ponies that had been working on it.
“How could it have just walked away, without any guards seeing or hearing anything?” Twilight questioned.

“By all rights, it shouldn’t have. It wasn’t complete yet, and all of us were asleep,” Solid Gear said.

“Then where did it go?” the princess asked, getting more upset by the moment.

“We don’t know. I don’t think it could have gotten outside the shop without everypony hearing it, and it didn’t just vanish,” Violet Runner said.

“And what do you two think happened?” Twilight asked Breeze and Flit. “After all, you did build it.”

“I don’t know! Do you think I would just be sitting here if I knew where he was?!” Breeze bit back. Twilight was taken aback by the sudden burst of emotion from the usually level headed pegasus.

“What is that all about?” Treble asked.

“You wouldn’t understand,” Breeze said.

“Then enlighten us,” Twilight said.

“How would you feel if your horn just decided to jump off your head and walk away, or if you wings got a mind of their own and flew off without you?” Breeze retorted. “Or if you lost your ment-” he bit back on his comment, avoiding mentioning Celestia for fear of putting off Twilight more than she already was.

“But you can just build another golem,” Twilight shot back.

“Not like that one...” Breeze said.

“What’s so special about that thing anyway?” Twilight pried. All the other ponies looked intently at him for an answer, except Flit, who was sharing a worried look with him.

“He’s special because he’s sentient, and a good friend,” Breeze said finally.

“Sentient? As in, has a mind of its own, sentient?” Solid Gear questioned, mouth hanging open.

“Yes, and he was a good friend,” Flit said.

“So it did just walk off on its own,” Twilight said. “Brilliant.”

“Yes, but I don’t know where he went,” Breeze said.

Twilight sighed. “Then I’ll have the guards search for it. But once it gets found, it’s not leaving the castle. Am I understood?” Twilight asked.

“Yes princess,” Breeze said, defeated.

Rainbow Dash was sitting on the top of a mountain, overlooking the valley stretched out below, and thinking about her failure.

“I want a chance to prove my loyalty, but I can’t go back after failing,” she cried despairingly. She turned around, hearing something rustling behind her. Darkstar stepped out of a shadowy portal and walked up next to her.

“I’m sorry! I’ve failed you,” Rainbow Said, bowing low to the ground.

“Rise, for you still have a chance to show me your loyalty,” Darkstar said. Rainbow Dash lifted herself from the ground, tears in her eyes.

“Really?” she asked.

“Yes. There is a golem on its way to the frozen north. I want you to destroy it,” he said. Rainbow Dash snapped instantly to a salute.

“Yes sir,” she said, and flew off. Darkstar chuckled to himself as she flew off.

“Now off to Rarity,” he said, stepping back into his shadowy portal.

Rarity was wandering aimlessly through the Everfree Forest, killing anything that moved, and blindly attacking some things that didn’t. She turned her blade towards a new rustling sound, and saw a dark portal form before her.

“What are you doing here?” she asked the dark alicorn, her voice dripping with venom.

“Why, I am coming here to give you the opportunity to destroy the golem that killed Spike,” Darkstar said.

“Where is it?” she snapped.
“Just step through here,” Darkstar said, gesturing to the portal. Rarity wasted no time in dashing into the black void. It snapped shut behind her as it dumped her where Darkstar needed.

“Only two more failures left...” he mused, creating another portal.

Mixer was crashing through the last bits of forest before he would reach the open plains leading to the frozen north. I wonder what Twilight is doing now? He wondered as he crashed towards the edge of the forest. In all his long years of existence, Mixer had never considered his own safety in doing what had to be done, and now was no different.

Long ago, he would have led a force to undertake this mission, but now, with all his friends either dead or gone, he alone was left to go on this mission he felt he had to do. The mission was this: go to the Crystal Empire and find the elements that they didn’t have, or die trying; and he knew that the outcome was most likely going to be the latter. Lowering himself farther down towards the ground, the golem burst through the last layer of underbrush.

But he had already cheated death once, right?

Char was following the noise of whatever it was that had been making such a ruckus. The thing had smashed about behind her, and she had followed the noise to the path it had torn through the forest. The zebra was surprised to find square footprints that were almost as large as she was. She followed the tracks until she could feel the trees thin out, allowing warm sunlight to reach her coat.

She warily continued to follow the tracks, not sure of what she would find at the end of them, but following her sense that whatever it was was troubled. Char liked to help ponies, and even critters, that had problems, and she was pulled on by her curiosity as to what could be so troubled.

Char started to shiver, crossing from the grassy plains to the snowy wasteland that was the frozen north. She continued to follow the tracks until she could no longer feel them, and stopped, puzzling over how something of that size could just stop leaving tracks.

After a few moments of thinking, she tried to follow the sound of the wind whistling across a rock, and huddled behind the stone, shivering in the cold. Char was regretting following whatever it was, as she felt the snow start to soak her fur, making her even colder.

Suddenly, she heard something lumber towards her from out in the driving snow.

“Don’t worry now, I’ve got you,” a slightly metallic voice said as two large arms fell to either side of Char, blocking the wind and radiating warmth.

“Thank you,” she said to the voice.

“What is a zebra like you doing way out here by yourself?” the voice asked.
“I was trying to find what made some large tracks in a forest a long way back, and I followed them trying to find whatever it was. I didn’t know that it would lead me to this cold place,” Char said.

“Where did you come from?” the voice asked.

“I... well, I don’t know. I was in the Everfree forest, and then this manticore picked me up and carried me to another forest. I have no idea where I was, or where I am now,” she said.

“Couldn’t you tell? This is the frozen north,” the voice said.

“No. As you can see, I’m blind,” the zebra replied.

“How did you track me then?” the voice questioned.

“I followed your troubled feelings,” she said.

“Well, I can’t just leave you here, but I can’t take you with me,” the voice said after pausing for awhile.

“So what are you going to do?” she asked.

“I’ll stay here with you. It’s almost nightfall, and you won't last the night out here without protection,” the voice said.

“Thank you,” she said.

“By the way, my name is Mixer,” the voice said.

“And mine is Char,” the zebra replied.

“Well Char, I guess I should tell you; I’m not a pony,” Mixer said, settling his body into the snow.

“I could tell. But what are you? A dragon?” Char asked.

“No, I am the soul of a pony inside a clockwork golem,” Mixer said.

“What?” Char questioned.

“It’s a long tale, and I doubt you would want to hear all of it, so I’ll give you the short version,” Mixer said. “I had my soul put into a crystal long ago, and I resided inside a book for over a century, until a pegasus and his changeling friend made the body I use now.”

“I sense great sadness in your words,” Char said.

“Yes, there is much to be sad about for one such as myself,” the golem said.

“Then please tell me what’s wrong,” Char said soothingly.

“I have to fight some of my closest friends, and the son of the one I swore my life to protect,” he replied.

“That does sound troubling,” she said.

“Yes, but it is my problem. Do not feel obligated to take on my troubles,” Mixer said.

“But surely you do not have to deal with it alone?” Char asked. The golem sat in a contemplative silence for a few moments before answering.

“No. This is my mission, and my demons to face,” Mixer said. “Now get some sleep; you must be exhausted after walking all day.”Char grudgingly accepted, and curled up between the two warm arms. The renegade golem waited until he was sure that she was asleep before letting his mind wander, thinking about what was soon to come. He even allowed himself to have some rest for the first time in two hundred years.

Twilight was sitting in the throne room, brooding over the fact that a sentient machine which was extremely dangerous and possibly unstable was somewhere out in Equestria, roaming around unrestricted. As the princess hung her head in despair at the situation, a flash of light blinded her. Celestia appeared before the troubled alicorn, with Luna and Sombra in hoof.

“Celestia! Luna! What are you doing here?” Twilight asked in shock.

“Princess Twilight, we have come here to aid you in defeating my son,” Luna said.

“To help?” Twilight asked, mouth hanging slightly open. Celestia and Luna had never directly intervened before, even during their own rule, with matters such as the one before her.

“Yes. Darkstar has one of the Element bearers, and another one is close to falling into his clutches,” Sombra said. “It is vital that we keep him from harming either of them.”

“To this end, we will be personally helping. And I am bringing a pony from the past to aid us,” Celestia said, her horn glowing a golden hue. A shimmering white portal opened before her, and through it a dark blue pegasus with a full moon cutie mark stepped out. He was adorned in a full set of Lunar Guard armor.

“Celestia. What’s going on?” the stallion asked.

“Red, you are needed here to help defeat Luna’s son,” Celestia said.

“You mean Shooting Star, the little colt?” he asked.

“Red, this is the future; my son isn’t a colt anymore,” Luna said. “He’s fully grown, and we have to stop him from killing the new bearers of the Elements of Harmony.”

“Whatever you say Luna,” the guard replied with a hint of hesitation. “I guess I can help stop him.”
“It won’t be easy. He has an army of shades to protect him, not to mention Chrysalis,” Twilight said.

“Oh, I believe that they will not be as effective as you may believe against us,” Celestia said.

“How so?” Twilight and Luna questioned.

“You shall see,” was the mysterious response.

“But how are we going to attack them? Almost all of our forces were at Van Hoover to repel the attack, and they are still recovering,” Twilight said.

“Don’t fret. I have taken the liberty of asking the best combatants among the defenders to come here,” Celestia said.

“Who?” Red asked.

“I believe you may know one or two of them,” Celestia replied. Do you remember Soulless?”

“The gloomy unicorn that married Rainbow Dash?” Red asked. The white alicorn nodded.

“He’s still alive, and I think you may know Chaotic Note,” Celestia said.

“Chaotic… I know I’ve heard that name before,” Red pondered.

“Well, there will be time to remember when all is said and done,” Sombra said. “But now, we must prepare.”

One of the many benefits of a body made of clockwork was that, if you had the mind to count the ticking, you could almost set it to a clock. Mixer shook himself awake when the gears hit near their millionth rotation. The area around him was slowly lighting up. He waited a bit before waking up the zebra that was sleeping in between his arms.

“Hmm,” Char grumbled, rolling over.

“It’s time to wake up now,” Mixer said.

“Is it morning already?” she asked groggily.

“Yes, and it’s time for you to return to somewhere safe,” Mixer said. The zebra begrudgingly rose, stretching her legs.

“And where would that be?” Char asked.

“The Crystal Empire is the closest, but by far the least safe. Van Hoover isn’t much of a good choice either,” Mixer said, considering his options.
“What is wrong with the Crystal Empire?” she questioned.

“I could send you there, but you would have to be very careful and avoid drawing attention to yourself,” Mixer said.

“How?” she asked. “I am a blind zebra; I tend to stick out amongst my own people.”

“Then you can-” Mixer stopped in mid sentence. “Get down!” Char felt a metal hand close around her, and the sensation of her body being swung around. A thud reached her ears as something impacted against the snow.

“Run!” Mixer shouted, setting her down and pushing her in a direction. Char did her best, and kept running as the sounds of combat came from behind her.

Mixer was swinging his arm at one of the assailants, as she and three others rushed out of the snow. His eye glowed bright crimson as he looked over the four mares that he had once counted among his closest friends. Pinkie, Rainbow Dash, Rarity, and Fluttershy.

The cyan pegasus managed to evade the robotic arm, diving under it and punching into his metal chassis. The sound of her hoof reverberating off the metal rang out across the cold tundra.

“Ow,” Rainbow Dash complained, shaking out her hoof. Mixer bellowed as he grabbed at the pegasus with his clawed left arm. She tried to fly back, but he caught her leg. She cried out in pain as the claws pierced her leg, producing a thick, black ichor. A howl sounded as Rarity charged the metal behemoth, brandishing her sabre.

“Die!” she yelled as she jumped, attempting to plunge the blade into the chassis. The metal dug in and stuck, but didn’t penetrate the new armor plating. The unicorn soon hung off the front of the golem, gripping her sword.

Rarity squeaked as a metal hand grabbed her and pulled her and the sword away, holding her in front of Mixer’s angrily glowing eye. There was a sickening crunch as the golem’s hand clenched into a fist, and he dropped the broken form of the unicorn to the ground. The shade quickly melted away into the ground.

“Monster!” Rainbow Dash yelled. She was quickly silenced by a blast of pure energy from the canon she had been suspended above. This time, there wasn’t even a trace of the shade left.

Pinkamena let out a savage roar as she jumped with superpony strength and launched herself above the golem, coming down on its chassis with an axe. The sharp edge bit deep into the armor plating, but Pinkamena kicked off the golem and did a back flip through the air before it could crush her like Rarity.

The golem extended its left arm and built up a charge, electricity arcing along the appendage as it collected energy. Pinkamena dodged the attack as a bolt of lightning flew at her blindingly fast, vaporizing a patch of snow. The golem fired three more bolts at the pink mare, each time missing.

Pinkamena produced another axe and threw it, lodging it in the unplated left arm. The golem staggered backwards from the hit, appraising the damage to its arm. The pink mare didn’t hesitate, and charged at the golem with incredible speed, jumping up and doing a double kick to the center of the chassis.

The golem staggered backwards farther, almost toppling over. Mixer struggled to keep himself from falling. Desperately, he threw out the only attack he had left in his position.

“All you have to do is take a cup of flour...” the golem began. The pink mare stopped dead in her tracks.

“No...” she said breathlessly.

“Add it to the mix...”

“No.”

“Then you take a little something sweet not sour...”

“Stop it!” she screamed.

“Then some salt, just a pinch...”

“STOP IT!” the pink mare roared, holding her hooves over her ears.

“Baking these treats is such a cinch...”

“Add a teaspoon of vanilla...” Pinkamena whispered shakily, a look of insanity on her face.

“Add a little more and you count to four...”

“And you never get your fill-a!” the mare finished, singing. A touch of color was added to her mane and coat, and it fluffed up. The color was quickly changed to crimson as four blades pierced through her.

“You never could resist a song,” the golem said coldly. A look of knowing and horror came over Pinkie as she recognized the voice.

“Mixer... why?” she breathed, before her head slumped down. Her form fell apart as well, the shadows that she had been composed of drifting into the ground.

“Now for you,” Mixer said, looking over at the one shade who had not participated in the fighting. Fluttershy looked around in panic, faint traces of shadow all she could find left of her friends.

The pegasus closed her eyes as the golem picked her up; she expected to be crushed like Rarity. To her surprise, the only thing that happened was a puff of steam from the golem.

“Damn...” Mixer said. Suddenly, something wrapped around his legs, and a clawed paw dug into the chassis just to the right of the eye. Fluttershy was tossed clear as the golem turned his eye to face his new assailant. She recovered in the air, and turned around just as he did.

“Discord?!” Fluttershy and Mixer questioned in unison. The only answer was the groaning of metal as Discord tried to rip open the golem’s back.

“Discord stop, I wasn't going to hurt her!” Mixer cried.

“Mixer?” the startled question came from the draconequus. The paw let go, and Discord’s tail unwound itself from Mixer’s legs as he disengaged from the grapple. Mixer reached out and grabbed Fluttershy, pushing her into Discord’s arms.

“Take her somewhere safe,” Mixer ordered.

“And when did you start bossing me around?” Discord questioned indignantly.

“Discord, take her and go,” Mixer said, his tone serious. For once, the disjointed creature lost his typical smirk and adopted a serious expression.
“Alright,” Discord nodded, disappearing as easily as the others had, leaving the metal golem alone.

“I’m sorry,” Mixer said, his eye fading to blue. He fell to the ground, ashamed. He knew that they had not been his actual friends, but that didn’t make the brutality he had just shown any less severe. They may have been dead, but now they were gone.

“I’m so sorry,” he said again, rising. Legs pumping, he set off at a pace as fast as he could muster towards the Crystal Empire, which was almost within view. Clusters of shades about the city spotted the golem as it approached, but any forms of resistance were driven into the ground.

Mixer had only one focus now. The one who had turned his friends into the monsters he had just slain.

Darkstar.

The Beginning of the End

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The giant was tearing through the city. Houses and shades alike crumbled before it, the golem power leveling the entirety of Darkstar’s defenses. It only ever paused to pluck pieces of rubble from its armor, which it then threw at anything which moved.

“What is that thing?!” Frost cried as he and the posse ran from the debris that the metal monstrosity was flinging their way.

“Hay if I know, but I don’t wanna stick around to find out,” Applejack said, turning a corner around a house. A chunk of crystal flew past their hiding place, crushing a few other shades, but the golem didn’t stop to look of them. It just continued on towards the palace, crushing anything that got in its way.

“What is it doing?” Apple Bloom asked.

“It looks like it’s on a warpath to the palace,” Frost said.

“Eeyup,” Big Mac nodded.

“Well, I don’t want to get in the way of that thing,” Braeburn said.

“That’s for sure...” Frost added.

Inside the metal casing, the aged soul hung suspended in a state of rage. Mixer was not going to stop until he reached the palace, and confronted Darkstar.

“Fools! I gave them one task, and they couldn’t even destroy that thing,” Darkstar growled, pacing in the throne room.

“It’s going to destroy anything you send at it,” Chrysalis commented.

“You!” Darkstar bellowed, turning to face the changeling queen and Shining Armor. “You are no better! I should throw you to that thing to be ripped apart! But you’re not even worth that,” he spat.

“How dare you?” Chrysalis challenged.

“How dare I? I dare because I have a replacement for you, one who will not fail me,” he growled, forming a blob of darkness in front of him. From the dark splotch rose a form identical to Chrysalis, but with hair that was a slightly bluer color. Recognition dawned on the changeling’s face.

“Crystal...” Chrysalis said breathlessly.

“Yes. Your daughter was stronger than you ever were, and now you will witness her triumph over you. Again,” Darkstar gloated.

“I... You...” Chrysalis was speechless. She had never thought she would see her daughter again, but neither did she have to suffer this kind of insult.

“Leave now, or I will kill you myself,” Darkstar growled. Chrysalis hesitated for a second before turning and flying out the balcony doorway.

“Good riddance,” Darkstar spat behind her.

“Did you bring me back solely to disgrace my mother?” Crystal questioned, angered at having to watch her mother turn and run.

“No. Your duty is to destroy the golem that is rampaging towards us as we speak. Your job is to kill Mixer,” he said.

“But... But Mixer’s dead. I was at his funeral,” Crystal said, shaking her head.

“That was a lie; he lied to you, Soulless lied to you, Celestia lied to you. He’s been living this entire time, and now he’s enjoying his freedom by tearing through my shades,” Darkstar said. Crystal just shook her head in disbelief.

“It’s all true. Just ask him yourself,” Darkstar said as the sound of metal scratching against crystal drew closer. Soon the golem was in sight. Debris littered his chassis, and deep grooves cut into the metal.

“DARKSTAR!” the golem bellowed, letting out a jet of steam. He readied himself to charge the black alicorn.

Then he noticed the changeling standing before him.
“Crystal?” he questioned, momentarily shocked. The former changeling queen charged at him, landing a punch on the armored plating, leaving a slight dent in it.

“Why?!” she cried, slamming into the golem again, tears streaming from her eyes. “Why did you just leave us? Do you know how many ponies you hurt by dying?” she questioned, continuing to beat on the golem.

“What about Silverwing? She always loved you, but you never showed any feelings back! And Fluttershy was devastated; I was only able to keep going because I had the changelings to govern,” she said, her blows getting softer and slower.

“The rest of my life, I cried when I remembered the pony that acted like my father. Why?” she finally asked, now crying against the golem, one hoof faintly hitting the golem’s chest.

A metal hand reached down, landing comfortingly on her shoulder.

“Crystal, I didn’t want to make everypony think I was dead, but it had to be that way. I couldn’t let anypony see what I had become in my moment of weakness. I was placed in a book, the book chronicling my life, so I could look back and see all the good I did. I’m sorry...” Mixer said.

“How touching,” Darkstar sneered. Mixer pushed Crystal aside as a dark tendril impaled the golem, stabbing through to the other side.

“I thought you were one of the best stallions around,” the alicorn growled, sending another tendril to pierce the golem. “Then, you attacked Celestia, and everything I knew changed.” Three more tendrils shot from his black wings and went through the golem’s left arm.

“That’s wasn’t me,” Mixer protested.

“I don’t believe you!” Darkstar yelled, sending another tendril through the golem. “Only a foal would believe that anypony could be perfect. I thought that you were great, and that Celestia was invincible, but you opened my eyes to how truly weak friendship was.” He stepped closer to the golem, lifting it into the air a few feet.
“I realized that only power can end weakness, so I’m going to show my power by killing you,” Darkstar said. The metal golem crumpled, his darkness crushing it. The black ribbons exploded outward, and with it pieces of the mechanical giant. The alicorn caught the golem’s eye, ripping out the large pulsing crystal.

“You cheated death once, but you will not cheat me,” he growled, holding the crystal close to his face. The only response the crystal gave was a flash of blue just before Darkstar shattered it.

“And so, the mighty Mixer finally falls!” Darkstar gloated, drawing the shadows back into himself, away from the shattered remnants of the golem.

But as he enjoyed his victory, a faint blue wisp flew over the balcony and raced across Equestria.

Breeze was sitting in the garden where the list of the Lunar guard was with Flit, staring up at the large crystal.

“Where could he be?” Breeze asked.

“I don’t know. He could be anywhere,” Flit replied. Both of them let out a sigh, realizing that he might not come back, considering the way Twilight treated him. As this idea was processed, a faint blue wisp coalesced around them.

“What’s this?” Flit asked. The wisp shifted away from them, forming into the translucent form of Mixer.

“Breeze, Flit,” the projection said.

“Mixer, what happened?” Breeze asked. The projection flickered as a look of pain crossed the unicorn’s face.

“That’s not important. What is is that you and Flit need to take the elements and their bearers to the Crystal Empire,” he said, his form flickering again.

“That’s crazy,” Breeze protested. Mixer doubled in pain as his image flickered again, this time more strongly.
“Just go. The other element bearers will be there. Now, go...” he said, his form disappearing.

“Wait!” Breeze called after the dissipating form, but the wisp was already gone, off to do one final bit of business.

“Should we do what he said?” Flit asked.

“Has he ever steered us wrong before?” Breeze countered. They both paused for a second to consider this.

“Not intentionally, no,” Flit agreed.

“Then let’s go get Treble and Candy,” Breeze said, turning to leave. He was stopped by Celestia, who suddenly appeared in his way.

“What do you want?” Breeze questioned.

“I’m sorry about what you must be going through,” Celestia said gently.

“What are you talking about?” Breeze questioned.

“I felt it. He’s gone,” Celestia said, placing her hoof on Breeze’s shoulder. “But we can’t mourn for him yet, we have a job to do.” She levitated a case from behind her and opened it, revealing the six Elements of Harmony.

“Now go. We will make sure that my nephew doesn’t find you,” Celestia said, handing the case over to Breeze. The young pegasus nodded, and he and Flit headed off to get Treble and Cotton Candy.

The waning wisp curled its way into a cave in the Everfree Forest, where Discord was sitting with Fluttershy. The pegasus was pacing around, trying to keep a hold of herself. The wisp curled its way towards Fluttershy and Mixer’s from appeared before her on the floor, sprawled out across it.

“Mixer!” she cried. The astral pony got to his hooves and smiled at her.

“Don’t worry, it’s just a scratch,” he said, trying to make light of the situation.

“What happened?” Fluttershy asked.

“Darkstar killed me,” he said, plainly. Her eyes widened at this news.

“Don’t worry. I’ve lived long enough,” Mixer said. He brushed a hoof through Fluttershy’s mane. “I only had one regret all this time, and that was never getting the chance to do this.” He swept forward, giving Fluttershy a long loving kiss.
She was startled at first, but she held onto it until Mixer’s form began to visibly dissipate.

“Mixer,” she said, sadness lacing her voice.

“I love you...” he said as his form disappeared, leaving the words hang in the air.

Soulless was standing at the bow of the Lunar Guard airship, tapping his hoof impatiently.

“You know, staring at the horizon isn’t going to make the ship go faster,” Chaotic said, joining the dark stallion.

“Sorry. I just have this bad feeling,” Soulless said.

“I know what you mean. If this wasn’t something important, then we wouldn’t be on this airship,” Chaotic said.

“Come on you two, lighten up a little,” Violet said, throwing her arms around their shoulders. Soulless sighed, and Chaotic facehoofed as the new Element of Laughter butted into their conversation.

“What's wrong Souly? Don’t you like me?” the mare pouted as the unicorn turned away. “I thought we were friends.”

“I don’t think it’s you; it’s him,” Chaotic said as she started hanging onto him.

“I think I’d rather fight Pinkamena again than consider you a friend,” Soulless sighed. Violet let go of him, looking hurt. Chaotic even reacted, shaking his head at the ice in that statement.

“Sorry, but I don’t go well with ‘fun’ponies,” Soulless apologized.

“It’s ok. I forgive you,” Violet said, perking up and hugging him. The unicorn briefly struggled against the iron grip, but after a few moments accepted his fate.

“Don’t do that again,” Soulless said, once he was released.

“What?” Violet asked, the picture of innocence.

“Don’t. Hug. Me,” he said, trying to make it painfully obvious.

“Aww, you’re no fun,” the mare complained.

“Exactly,” Soulless said.

“You hang around him, even though he obviously doesn’t want you to. That’s funny,” Elyl said, joining them.

“Enlightening comment, commander,” Soulless muttered.

“So what do you think we are doing next?” Violet asked after giving Elyl her introductory hug.

“We’re taking you to the princess so that you won’t get attacked by Pinkamena again,” Elyl replied.

“Ohh, the princess? I’ve never met a princess before!” Violet said excitedly.

“Well, I’m not sure how happy she’ll be. We still have four element bearers to find,” Soulless said.

“Really? What elements did we already find?” Elyl asked.

“Not counting Laughter, Loyalty,” Soulles said.

“Then that leaves Kindness, Generosity, Honesty, and Magic,” Elyl said.

“Yeah, and apparently the princess has a plan for finding them,” Soulless elaborated.

“If that’s the case, then maybe we’re going to go find another one,” Chaotic suggested.

“More than likely,” Soulless nodded.

“How much longer is it going to be guys? I want to see some more action,” Dream Dasher called, heading to the deck with Lightning Shaker, now a stallion again.

“Not too much longer. Maybe a half an hour,” Quicksilver replied. His prediction proved accurate, and soon after the airship arrived in Canterlot, met by all three princesses.

Soulless and Chaotic weren’t as visibly startled by Luna’s return as the others were.

“Princess!” Lightning and Dasher said, bowing.

“It is an honor to finally meet you,” Quicksilver said, joining them.

“Please, rise. Lightning, I’m glad to see that you are well,” Luna said.

“Red, what are you doing here?” Soulless asked, noticing the pegasus standing beside Luna.

“Celestia brought me here from the past to help,” he said. “But what are you doing here?” Red questioned.

“I was in stasis,” Soulless shrugged.

“And who is this?” Twilight asked, seeing Violet.

“I’m the new element of Laughter,” Violet said with a bow.

“Really?” Twilight asked. “Then all that’s left are Honesty, Kindness, and Magic.”

“Generosity?” Chaotic asked, confused. Celestia just shook her head.

“We have him already, but we must hurry,” she said. “Darkstar has one of the Elements, and we need to get the bearer before he can kill them.”

“Then let’s go,” Quicksilver said, dashing back to the ship.

“Don’t forget us!” Solid Gear called, with Violet Runner following her.

“Are we really ready?” Twilight asked her former mentor, quite enough that only the white alicorn could hear.

“Don’t worry Twilight. Everything is in place,” Celestia assured her, boarding the airship along with the other ponies that would be going to fight Darkstar. Soulless and Chaotic bowed to Twilight before following their charge.

Violet watched as the airship took off towards its destination.

“What about me?” she asked quietly.

“You’re going with us,” Breeze said, walking up with Flit, Treble, and Cotton Candy.

“Who are you?” she asked.

“My name is Divergent Breeze, but you can just call me Breeze. We’re going to the Crystal Empire to find the other Elements,” he said.

“But didn’t they just go to get the Elements?” Violet questioned.

“Not really. They’re actually going to be a distraction for us,” Flit said.

“But you don’t look nearly as tough as they did,” Violet said, looking over the small group.
“True, and that’s why we need the distraction. But, with you, Flit, and Treble, we have three of the bearers,” the pegasus said before pulling a case out of his saddle bag. “And these are the Elements.”

“We’re going to find the other three and use the elements on Darkstar,” Flit explained.

“So what Elements are you?” Violet asked.

“I’m Loyalty,” Flit said.

“And I’m Generosity,” Treble added.

“Did the old bearers attack you too?” Violet asked. They both nodded. “So, if they left with the airship, how are we going to get to the Crystal Empire?”

“They took the new airship,” Breeze said.

“You wouldn’t, would you?” Flit asked. Breeze smiled at him.

“The old Lunar Guard ship still flies, it’s just a matter of getting it,” Breeze said.

“Ooh, are we stealing a ship? I can do that!” Violet said, smiling.

Final Approach

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“Breeze, if this thing doesn't fall apart, it’ll be a miracle!” Flit shouted from below decks as he ran the engines.

“Don’t worry Flit, she’s old, but she’ll hold together, won’t you girl?” Violet said taking the steering wheel.

“Um... can this thing go any faster? Treble asked, watching as a trio of guards pursued them.

“Breezy, go help Flit with the engines,” Violet ordered.

“Alright, I’ll see if I can’t squeeze a little more out of her,” Breeze said, hurrying below decks.

The five of them had found the old Lunar guard airship, and subsequently stolen it from where it had been moored as a museum piece, and now they were fleeing from the royal guard.

“Are you sure that this was the only way? Cotton Candy asked.

“Breezy said that there wasn’t a faster way there, and that we needed to hurry,” Violet said, steering the airship northwards, around the mountain. “Speaking of which, how are you doing with that engine?”

“It’s a little old, but it’s starting to hum now,” Breeze replied over the noise of the engine.

“So how do you know how to drive this thing? Candy asked.

“It’s just like a ship on the sea. The wheel is the same and everything. The only difference is the throttle controls the speed, not a sail,” Violet replied, pushing the throttle as far as it could go.

This elicited a cough from the engines as they were pushed after so long at rest.

“Violet! Are you trying to kill us?” Flit’s annoyed voice said over the crystal communicator system.

“Sorry Flit, but unless you want to get caught, we need all the power we can get,” Violet responded.

“The only way we could get more power now is to get out and push!” Breeze shouted.

“Um... Treble, can you go down below decks and toss out everything that we don’t need?” Violet asked, racking her brain how to coax enough speed out of the old airship to escape their pursuers.

“What do we need?” Treble asked.

“Keep the ammo for the cannon, but everything else can go,” Violet replied, looking back at the pegasi that were slowly gaining ground on them.

“Alright,” Treble said as he and Candy went down to start removing items from the airship.

They tossed some old barrels, all the mattresses, and everything that wasn’t bolted down of the side of the airship, sending each item spiraling down to the forest below.

“That’s everything!” Treble called after he and Candy lifted an old chest overboard.

Violet tapped on the air speed meter and saw it go up a couple notches.

“Can’t we get anymore?” she cried.

“I think I have an idea,” Breeze said.

Down in the engine room, he and Flit were monitoring the engines making sure that they didn’t overheat, or worse, break.

“Flit, can you use your magic to give it a little boost?” he asked his friend.

“I can try, but I don’t know if the engines can take it,” Flit said, getting ready to add magic power to the mechanisms inside the engine.

“Just so long as it doesn’t blow the engines,” Violet said.

Flit’s horn glowed green and the engines started to rumble as they were forced to work even harder.

“Keep that up, we’re getting more power,” Violet called over the roar of the engines.

As the magically boosted engines struggled, the airship began to pull away from it’s pursuers, and soon they turned back to Canterlot.

“Alright Flit, that’s enough, I think we lost em,” Violet shouted into the communicator.

Flit let the magic go, and fell to the floor, exhausted from the effort.

“Violet cut the engines, they’re going to overheat!” Breeze yelled as he went over to help his friend.

Violet pulled back on the throttle until the engines were just above idling.

“Are you alright? Breeze asked, helping Flit to his hooves.

“Yeah, but I won’t be doing that again anytime soon,” he said.

“You won’t need to, they turned back,” Violet said, “So you can take a break for a while.”

Flit and Breeze turned to leave the now oppressively hot engine room.
--

“Once we get close to the outskirts of the Crystal Empire, we’ll have to split up,” Celestia said, addressing the small force of elite fighters in front of her.

“The more we spread out, the less likely it will be that we can be taken down in one attack,” Luna said.

“So it’s going to be individuals or teams of two, otherwise, it will be harder to move freely through the city,” Sombra added, showing the group a layout of their target.

“Remember, taking out key targets and dividing their force is the main objective for all of you, while we deal with Darkstar,” Celestia finished.

“Keep them busy and take out VIP’s, got it,” Soulless said.

“What ponies do you have in mind when you say ‘key targets’?” Chaotic asked.

“My son has summoned a number of shades who posses more free will, and are very strong,” Luna replied.

“Like who?” Red asked.

“Those of you who fought at Van Hoover might remember a few of them. One is Dark Flame, he is fully armored, and very strong. If you encounter him, stay out of melee range if possible. Dhanthas is another survivor from that battle. He’s one of the most dangerous shades at Darkstar’s disposal,” Luna said.

“Most dangerous? He wasn’t much of a challenge last time,” Soulless scoffed.

“Neither of you were fighting at your full strength then,” Celestia said. “This time, he will be much tougher.”

“Will I be going in with Dasher and Solid?” Lightning Shaker asked.

“I’m sorry, but Violet Runner and Solid Gear have an important role in manning the airship with Quicksilver,” Celestia said.

“Red, you and Chaotic will be going in by yourselves, so be careful,” Luna said.

“Prepare yourselves, this will be a hard battle,” Celestia said.

“The fate of Equestria depends on us,” Luna finished.
--

Chrysalis couldn’t keep flying forever, she just didn’t have the strenght, but she was determined to get as far away from that monster as possible.

Just when she felt that her wings would give out, she saw an airship, drifting lazily along through the sky.

She flew towards it, not caring who might be aboard, and landed on the deck, exhausted.

“Hey, what was that?” a voice sounded from inside the airship.

“Do you think it’s one of the guards?” another voice asked.

“I don’t know. It shouldn’t be, we’re far enough from Canterlot that they shouldn’t have followed us,” a third said.

“I’ll go check it out,” another voice decided.

“I’ll go with you,” the third voice, obviously the one in charge said.

To her, it sounded like she had just landed on a ship that was stolen by some kind of pirates. Not an ideal place for an exhausted changeling queen who is on the run.

She saw a white unicorn stallion and a pale yellow pegasus stallion exit the cabin of the ship and look towards her.

“Flit!” the pegasus called below deck urgently.

A few moments later a changeling appeared beside the two of them.

Chrysalis just lay there watching them as they cautiously approached her.

“It’s definitely Chrysalis,” Flit said.

They all got on their guard at the mention of her name.

“Do you think she came for the Elements?” the peagsus asked his friend, letting a blade slide out of a leather bracer he wore.

“I don’t think so Breeze, she looks to be in pretty bad shape,” Flit said.

“What should we do?” the unicorn asked.

“I think we should throw her overboard...” Flit said.

“You wouldn’t dare,” Chrysalis said, trying to stand.

All three of them took a step backwards as she came to her full height.

As it appeared like they would attack her, two more ponies came out of the cabin; a purple earth pony mare with an eyepatch and a bandana that corralled her seafoam green mane, and a pink unicorn mare with a magenta mane with pale pink highlights.

“Ooh, who’s this?” the purple mare asked happily.

“Violet, you don’t know who this is?” Flit questioned.

“Who?” the mare asked back.

“This is Chrysalis, she tried to take over Canterlot over two hundred years ago,” Breeze explained.

“That’s Queen Chrysalis,” the agitated queen stated.

“Ooh, a queen. Nice to meet you your majesty!” she said with a quick bow.

This caught Chrysalis completely off guard.

“Um, t-thank you,” Chrysalis stuttered.

Who are these strange ponies. She wondered.

“What are you doing here?” Flit growled.

“I don’t have to explain myself to you,” Chrysalis snorted.

“Please, will you tell us what you’re doing here?” Violet pleaded.

“If you must know, I am trying to get as far away from Darkstar as possible,” she sighed.

“But I thought you were serving him,” Breeze said.

“Well, I’ve seen him for the monster he is, and want no part of what he’s doing,” Chrysalis said.

“Then you’re going to help the good guys now? Yay!” Violet cheered, giving Chrysalis a hug that almost knocked her over.

“I never said, ngh, I would help you,” Chrysalis said, struggling to get out of the hug.

“Aww,” Violet moaned letting her go.

“But, I will be willing to thwart Darkstar,” she said steadying herself against the side of the airship.

“How can we be sure that you’re not leading us into a trap?” Flit questioned.

“If you do not wish for my help, then fine, I will just leave,” Chrysalis shot back.

“Flit, she could actually help us,” Breeze said.

“You can’t be serious!” Flit protested.

“She doesn’t seem that bad,” the pink mare said, finally adding to the conversation.

“If Candy thinks she’s alright, I guess I do too,” the unicorn stallion said.

“Not you too Treble?” Flit questioned.

“Why are you being such a grump Flit?” Violet asked.

“She took half of my brothers and sisters and turned against us! How can you all not be skeptical?” he questioned.

“Flit, don’t you know? The best way to defeat an enemy, is to make them your friend,” Violet said.

“But...” he protested.

“You have most certainly learned well Flit, you shouldn’t trust your enemy,” Chrysalis began.

The others turned to her in surprise.

“But, she’s right, the best way to defeat your enemy, is to make them your friend. I’ve seen it with my own eyes how effective that strategy can be,” Chrysalis finished.

Violet broke out in a big smile and gave Chrysalis another hug.

“I knew you were nice,” she said as she let Chrysalis go from the hug.

“So what are you doing here?” Chrysalis asked the group.

Breeze exchanged looks with a couple of the others.

“It’s alright, we can tell her,” Violet said.

“Alright. We’re headed to the Crystal Empire to find the other Elements of Harmony,” Breeze said.

Chrysalis gave out a laugh.
“You five are going to the Crystal Empire? You won’t even make it into the city,” she scoffed.

“Normally, no we wouldn’t be able to even get close without being captured. But, with Celestia and the others creating a distraction, we can slip in,” Breeze explained.

“Hmph, that doesn’t sound like Celestia’s style,” Chrysalis commented.

“It wasn’t her plan,” Breeze said.

“Oh? Was it Twilight then?” Chrysalis questioned.

Breeze shook his head.

“Luna?” Chrysalis pried, now interested in who could make such a plan if not Celestia or her student.

“No, Luna didn’t even come back until after the plan was made,” Breeze replied.

“Then who?” Chrysalis asked.

“I think you might know this name, Mixer,” Breeze said.

Chrysalis was speechless.

“Did you say, Mixer?” she finally asked.

“Yes, but now he’s gone,” Breeze replied.

“Of course he’s gone, he’s been dead for almost two hundred years,” she said.

“No, he was alive... at least, he wasn’t dead,” Breeze said. “He kept himself alive somehow by putting his soul inside a crystal.”

Crysalis let out a snort, “That sounds just like him, to find some way to outsmart even death.”
“Why are you so mad?” Violet asked.

“Because, he betrayed me!” she snapped.

“I know what you’re talking about, and that wasn’t his fault,” Breeze said.

“And how would you know what happened two hundred years ago?” she challenged.

“Because, he wrote about his life, and he regretted what happened to you,” Breeze explained.

“What do you mean?” Chrysalis questioned.

“He didn’t want you to be turned to stone along with Discord, things just worked out that way,” Breeze said.

“Then why didn’t he release me? If he felt so badly about it, why did he leave me there to rot?” she growled.

“Because, only the Elements could reverse it, and Celestia wouldn’t allow it,” Breeze answered.

“So if Celestia had just let her out, then this whole thing could have been prevented?” Candy asked.

“It looks that way...” Breeze trailed off.

“But that’s all in the past right?” Violet asked, looking pleadingly towards Chrysalis.

“It may be in the past, but that does not mean it doesn’t still matter,” the changeling queen snorted.

“But you’ll still help us right?” Violet begged.

Chrysalis let out a heavy sigh, “Fine.”

“Oh thank you!” Violet said, latching onto her in another hug.

“I can’t help you if you collapse my lungs,” she gasped.

“Sorry...” Violet apologized, letting Chrysalis out of her vice like hug.

Chrysalis sucked in a breath. “Please don’t do that again.”

“If you’re going to help us, I guess we should properly introduce ourselves,” Breeze said. “I’m Divergent Breeze.”

“I’m Violet!” the purple mare chimed in happily.

“I’m Treble Pitch, and this is Cotton Candy,” the white unicorn stated.

“And you already know Flit,” Breeze added, concluding the introductions.

“Exactly how are you going to help us?” Flit questioned.

“I know every position where shades are stationed, and I know where the least guarded entrances are,” Chrysalis replied. “Oh, and I can prevent the changelings from interfering.”

“That’ll be one less thing we’ll have to worry about,” Treble said.

“What about the Elements?” Breeze questioned.

“I know of only one, and he is currently with Applejack, Chrysalis said. “If you were thinking of rescuing him, you won’t. As soon as Darkstar senses something wrong, he will choke the life out of him.”

“Well, let’s hope that he won’t notice when he’s fighting the princesses,” Candy said.

“Uh, Breeze?” Treble quired.

“What?”

“Where is she going to stay? We kind of threw off all the beds...” he trailed off.

“Oh... um...” the pegasus racked his brain.
--

Char was chilled to the bone.

She had been walking in the direction that Mixer had pushed her for almost an hour, and she couldn’t go much farther.

Suddenly, she felt the cold begin to lessen, and the snow beneath her hooves start to get shallower, until her hooves started to feel solid ground.

After a minute or so of walking, she felt grass begin to break through the snow, and the warmth of the sun begin to shine on her cold damp fur.

Char paused and shook some of the snow off of herself before taking a moment to take in some of the surrounding sounds and smells.

She could faintly smell flowers of various varieties not too far away, and she could barely pick up some chatter from a pair of ponies when the wind blew the right way.

This must be the Crystal Empire. She thought to herself.

Char began to slowly make her way towards the chatter until she could begin making out the words.

“... is everything ready?” one voice said.

Char could tell that the pony was worried about something, but she decided that it was best to stay hidden, so she hunkered down in some of the longer grass to listen.

“Almost. The foals’ things are all packed,” a second voice said, this one a mare.

“We need to hurry. There’s no telling when those things will come back.”

“I know, I know, but I want to make sure we have everything.”

“Radiant, I know you’re looking out for the foals, but we have to go now.”

The mare, Radiant let out a sigh, “You’re right, we have to go now. I’ll get the foals.”

“I’ll watch out for anymore of those things.”

Char listened as the mare’s hoofsteps receded into a building, soon to return with an additional two sets of smaller hooves.

“But daddy, why do we have to go now?” one of the foals whined.

“Yeah, I don’t wanna leave home” the second added.

“Boys, I know you don’t want to leave, but we can’t stay here.” their father said sternly.

Both foals let out groans.

“Listen to your father,” Radiant snapped. “We have to leave now, before those things come back for us.

Char heard the sounds of them coming towards her, so she tried to press herself to the ground, hoping to stay concealed.

“Huh?” the father said out loud, seeing Char’s mohawk poking up out of the grass.

“Is it one of those things?” Radiant asked, holding her foals close.

“Stay here, I’ll check it out.”

Char tried to flatten herself further as she heard him approaching. She remembered Mixer’s word and did not want to be discovered.

The stallion crept toward her, now able to see some of her light grey fur through the tall grass.

“Please, don’t hurt me,” Char said reflexively as he stood over her.

“Who are you?” he asked cautiously.

“My name is Char, and I’m trying to find somewhere safe.

“Well, you came to the wrong place. The Crystal Empire isn’t safe for anypony anymore. Not since the changelings and these shadowy things showed up.”

Char’s stomach growled . She hadn’t eaten in almost two days, but her fear and the cold had numbed her to the worst of it.

“Please, I just came out of the cold, and I need something to eat and somewhere to stay,” Char pleaded, now in a sitting position.

The stallion was silent for a moment.
“You can stay at our farm, but we can’t stay to give you any food,” he said.

“Could you... show me the way?” Char asked reluctantly.

“Show you? It’s right over there,” he said, gesturing to the small house not too far off.

“I... I can’t see...” Char said uncomfortably.

“Oh...” the stallion said flatly.

Char remained silent.

The stallion looked from his family back to Char.

“I can take you to the door, but that’s it.”

“Thank you,” Char said, letting out the breath she was holding.

Char stood up and walked beside the stallion to the door.

“There. I hope you can look after yourself.”

“Thank you,” Char said. “And I hope that you get out safely.”

“T-thanks...” the stallion said with bewilderment.

Char opened the door, and heard his hooves swiftly make their way back to where his family was waiting.

Char hoped that they would be alright in the cold, but her stomach forced her thoughts towards finding something to eat.

After going through the kitchen and finding a few things that didn’t require cooking, Char found a couch to lay on.

It was a relief to not be cold, hungry, and afraid for the first time in two days, but she couldn’t shake the feeling that she was in the midst of danger.
--
Applejack, Frost, and the rest of the posse picked their way past the bodies and debris left by the golem in the palace.

Despite the somewhat short, and one minded rampage, there was still severe damage to some parts of the palace, including the missing section of wall that Apple Bloom was now looking out over.

“Golly, that thing sure did a lot of damage,” she said, pulling her head back from the gap and shuffling away from the edge.

“I’m just glad we weren’t in it’s way like them,” Frost said, looking at a pair of changelings that looked like they had been used to knock out a wall, which they probably had.

“Eeyup,” Big Mac added, pushing aside a chunk of crystal out of the way.

“Ah wonder what happened to it?” AJ asked, going through a broken doorway.

“Are you sure you want to find out?” Braeburn asked, following her through the doorway.

The posse continued to make their way through the eerily silent palace until they got to the broken doors to the throne room.

They weren’t expecting the scene that greeted them.
In the middle of the throne room was the twisted remains of the golem, small parts scattered about the floor.

Standing over the wreckage was a changeling Queen, but it wasn’t Chrysalis. And sitting on the throne, was Darkstar, looking more content than ever.

That look made Applejack shiver.

“Ah, my only successes have come. Excellent timing,” Darkstar said, rising from his throne.

“What?” Braeburn asked.

“You are the only ones to not fail me. All the others have been disposed of,” Darkstar said, walking passed the twisted golem.

“What do you mean ‘disposed’?” Applejack questioned.

“Destroyed in your friends case, banished in the case of Chrysalis, and then replaced,” he said, reaching the posse.

“Destroyed?” Apple Bloom questioned.

“Yes, Mixer was quite savage, he annihilated all of them without remorse. But now, he is dead, and I have made sure of it,” the dark alicorn said, bringing forward the shattered remains of a the crystal that had been inside the golem.

“Mixer?” they asked in unison, all except Frost.

“Yes, he cheated death by putting his soul into a crystal, but I destroyed him.”
Darkstar turned and walked towards the balcony.

“Not even the princesses can stop me now.”

Let the Battle Begin

View Online

“We’re not seriously going to do this are we?” Flit complained.

“It’s our best plan so far,” Breeze countered.

“Our best plan involves treking down a mountain?” Flit lamented.

“Would you rather be caught?” Chrysalis shot back.

Flit bit back a retort and continued to trudge through the snow.

After approaching the Crystal Empire, Breeze and his friends, Flit, Treble, Candy, and Violet, along with Chrysalis, had landed the airship high on a mountain to avoid being detected.

As it stood, their plan was to make their way down the mountain and into a position where they could wait until the fighting started to get into the city.

“Do you have the Elements?” Treble whispered to Breeze.

“Yeah, I have them,” he replied.

“I just hope we can find the other bearers quickly,” Treble said.

“Me too...”
--

A single shade whisked its way into the throne room of the Crystal Palace.

“Sir, there is a lone airship approaching from the south. It appears to bear the mark of the Princesses.”

“How foolish of them to think that a single airship will be enough to stop an army,” Darkstar said, getting up from the throne.

“What do you wish us to do?” the shade asked.

“I want you to wait until they are over the city boundary, then overwhelm them. And bring the Princesses to me. All of them.” he ordered, walking to the balcony to see the black speck in the sky.

“And what about us?” Crystal, Chrysalis’ daughter and replacement, asked.

“I want your changeling spread throughout the city. If they are attempting to sneak in any ponies from that airship, I want them found and restrained,” Darkstar commanded.

The queen bowed and took her leave, leaving Darkstar to stare out on the balcony alone.

“What game are you playing...?”
--

“There is little time left before we reach the city,” Quicksilver called from the wheelhouse of the Lunar Guard airship.

“Then there is little time to prepare,” Celestia said.

She turned to face the gathered ponies on the airship.

Soulless, hanging back by the edge of the crowd. Red and Chaotic, standing side by side at the front of the group. The Knights of the Everfree: Solid Gear, Dream Dasher, and Lightning Shaker, standing by Luna and Sombra. Elyl and Violet Runner, on either side of the crowd. And finally, Celestia herself, who was standing with her back towards the city, beside Twilight.

“As you all know, the fate of Equestria lies in the success of our mission. I know that none of you need any more words than that, but know that I have faith, in all of you, and I know, that none of us, will falter,” Celestia said, addressing the troops.

“And I know it doesn’t mean much from me, but I believe in all of you too,” Twilight added.

Luna stepped forward and turned to add her piece.

“Thank you all for undertaking this mission. I am glad to stand beside you in dealing with my son,” she stated.

“I am honored to stand by you princess,” Red said.

“As am I,” Chaotic added.

“All of us are,” Lightning chimed in.

“We are fast approaching the city, so prepare yourselves, and may fortune favor us all,” Celestia said, concluding the speech.
--

Char opened her eyes and stretched.

She had fallen asleep on the couch in the strange house, and now she could hear commotion outside.

She could hear the sounds of hooves as they headed past the house. More than she had heard before.

After a minute, the hoovesteps quieted and it was eerily silent.

Char was worried that she had been discovered, and barely even breathed, lest the mere sound give her away.

It seemed like an eternity in silence, then there was a dull boom, followed a few seconds later by an explosion.

Char huddled into the couch, afraid for her life as another boom came, followed again by an explosion.

There was a third, followed by the sound of screaming and splintering wood.

A fourth boom came, but before the explosion came, Char heard something burst through the door and land on the floor.

The explosion came almost immediately, sending Char’s ears ringing, and flecks of dirt and grit flying through the door.

Char, covered her ringing ears as a fifth shot detonated farther away.

“Hey, who are you?” the accusatory question came through the din, albeit somewhat distorted.

Char didn’t respond, only cringed on the couch with her eyes shut tight and her hooves covering her ears.

Something hard poked her in the side and Char let out a small yelp and almost jumped off the couch.

“I said, who are you?!” the shout came clearly.

“Help me!” Char cried, cowing farther into the couch.

Whoever, or whatever, it was pried her off the couch and onto the floor, jamming something in Char’s face.

Char tried to cover her face, defenseless to her assailant.

“My name is Char. Please help me get away from here!” she cried, tears forming in her still tightly shut eyes.

“You’re coming with me,” the voice said gruffly, grabbing the now sniffling zebra and dragging her towards the door.

The entity that dragged her out of the house began to run, heading away from the bombardment that was still going on.

Long before they stopped, Char had broken into tears, and was sobbing softly, both because of her helplessness, and the auditory assault of the cannon fire.

Char was thrown to the ground, laying in a pile of fur and terror.

“Who is this?” A commanding voice asked.

“I found her in hiding in a house just after the barrage started.

“And she offered no resistance?” the commanding voice asked.

“None whatsoever. I think a foal would have put up more of a fight,” the voice that had carried Char said.

“Return to the battle, if you find anymore, bring them here,” the superior voice ordered.

“Yes my queen,” the voice said.

“Queen?” Char sniffled.

“I am Queen Crystal, the leader of Darkstar’s changelings,” she said with contempt at her masters name.

“W-what?” Char stammered.

“Who are you?” Crystal demanded.

“I-I’m Char. Please, don’t hurt me. I only want to go back home,” she pleaded.

“Char? And why are you here if you wish to go home?” Crystal inquired.

“B-because, I was taken away by a manticore, then I was forced to come here, and then there were explosions...” Char trailed off, almost on the verge of tears again.

“Taken by a manticore?” the queen asked incredulously.

“Y-yes. A pony commanding a manticore, and a bunny. They took me away from the Everfree Forest,” Char explained.

“A pony commanding... so you’re one of the Elements, aren’t you?” Crystal asked.

“What? Elements? I don’t know what you’re talking about,” Char said.

“The Elements of Harmony. Darkstar would want me to bring you to him so he could execute you...” Crystal said.

“Execute?!” Char wailed.

Crystal was silent for a moment, contemplating her course of action.

“You’re coming with me,” she said finally.

Char didn’t respond, now sobbing on the floor.

Darkstar is going to pay. Crystal thought to herself as she dragged the weeping zebra along.
--

“We’ve got to hurry, they’ve already started,” Breeze said, seeing the puffs of smoke let off from each cannon round as the airship got in range of the city.

“But we’re still way up on the mountain,” Flit said.

“I have an idea!” Violet called.

“What?” Breeze asked.

Violet’s answer was given in the form of a tackle that sent them, along with Treble and Flit, tumbling down the mountain.

Soon enough, they were starting to gather snow and were quickly becoming trapped together in a large snowball.

While Breeze, Treble, and Flit were all shouting their heads off, Violet was giggling and laughing the whole way down, all the way up until their snow boulder hit the side of a house.

“Let’s go again!” she cheered, poking her head out from the newly formed snow bank.

“Never... again...” Flit said, tumbling out of the snow.

“Well, it did get us down the mountain,” Breeze said, shaking the snow out of his coat.

"Yeah, but I don’t think a giant snowball is considered subtle,” Treble said, climbing out of the snow pile.

“Then we should probably move now,” Breeze said, looking around for a place to run.

“Yeah, let’s go,” Flit said, shaking his head.

The four of them bolted down the street towards a building with a mug for a sign.

“Quick, let’s hide in here,” Treble said, ducking into the door.

He was met promptly by a hoof to the face.

“Oh! Sorry, thought it might have been one of those hicks,” a pony said, helping Treble up.

“Ow...” Treble said, rubbing his jaw.

“What was that all about?” Breeze asked, stepping through the door with Flit and Violet.

Flit barely got through the door before a bottle flew at his face.

He just barely ducked the bottle. “What is it with you ponies and hitting us?”

“What’s that thing doing here?” the bartender asked in a disgusted tone.

“He’s our friend, and he’s one of the bearers of the Elements of Harmony,” Breeze said.

“He’s a changeling. A bug,” the bartender snorted.

“Hey, how do we know you’re not bugs too?” one of the ponies asked.

“Why are you ponies so mean?” Violet asked. “We’re just trying to find someplace to hide.”

“In case you hadn’t noticed, the bugs helped to take over the city!” one of the patrons snapped.

“Listen, we don’t want a fight,” Breeze said.

One of the patrons grabbed a broken chair leg and started moving towards the group, “Well you came to the wrong place.”
--

As soon as they were in range of the city, Quicksilver had begun to man the cannon, and shower the area in cannon fire.

“Soulless, go!” Celestia called.

The black unicorn didn’t say a word, only disappeared and teleported to the ground below.

A few more rounds left the cannon as they drew closer.

“Lightning, Dasher, go!” she called.

Lightning carried his friend to the ground below.

A few more rounds.

“Red!”

The pegasus saluted and took off towards the left of the ship.

“Chaotic!”

The sandy unicorn nodded and teleported below.

“Elyl, I will teleport you down myself,” she said.

The white earth pony nodded before disappearing in a flash of golden energy.

“That just leaves us,” Luna said, looking on as shades began to rise to meet the airship.

“Twilight, you will hold them off. This ship must not fall,” Celestia commanded.

Twilight nodded and began to unleash a hail of magic bolts upon the shades.

“Let’s go,” Sombra said, taking a running jump off of the bow of the airship.

“You do have quite the husband...” Celestia said.

“I know,” Lune replied, taking off after him.

Celestia watched her sister descend before taking off herself for the palace.
--

Soulless, being able to roam about invisibly, had no trouble weaving his way closer to the palace.

“Hey pipsqueak,” a voice said from the shadows.

Dhanthas’ form appeared to melt out of the shadows as he stood to block Soulless.

Soulless, dropped his invisibility and unsheathed his blades. “Ready to die this time?”

Dhanthas let out a laugh. “Oh, I’m not going to be dying this time.

He laughed as two batlike wings sprouted from his shoulders, and a horn grew on his head.

“Well, this makes things interesting...” Soulless said, taking a step back.

“And that isn’t even the best part...” Dhanthas said as he produced a large black scythe.

“Oh, is that all?” Soulless questioned, preparing to strike.

In an instant, he teleported behind Dhanthas and buried his blades into the shade’s back.
Dhanthas laughed, “I think that actually tickled.

He swung the scythe around with magic, attempting to take his attacker’s head from his shoulders, but Soulless was faster, and teleported out of the way.

“Now this is going to be interesting...”
--

Lightning and Dasher had been met almost immediately by a considerably force of shades.

“This is going to be the greatest battle ever!” Dasher shouted as he knocked three shades away.

“Yeah, but it’s also going to be the toughest,” Lightning said, coming down on a shade from the air.

“Yeah, but when we win, we’ll be heroes!” Dasher said, bucking a shade to the ground.

“Wait, what’s that?” Lightning asked, hovering above the crowd of shades.

A navy blue form was plowing it’s way through the shades, tossing aside those that didn’t move aside quickly enough.

“Uh, Dasher?”

“What?” Dasher asked, pounding another Shand into submission.

“I think that Dark Flame guy’s headed this way.”

“Good, I want a rematch.”

“You!” Dark Flame roared, throwing a changeling at Dasher.

Dasher knocked the flying shade away and turned to face Dark Flame.

“Where is the one that killed Red Bow and Marksman?” Dark Flame bellowed.

“Huh?” Lightning questioned. “Do you know who they are?”

“Nope,” Dasher answered.

Dark Flame let out another roar and charged towards them.
--

Elyl shook his head after the teleportation.

“Where am I?” he asked out loud looking around.

He saw that he was on the other side of the palace from the airship.

From his position, he could see Celestia heading towards the palace, while the airship let off volleys of magic to repel the attackers.

He guessed that he was teleported so far to have an advantage, being on the other side of the city from the fighting.

He readied himself, and began to run towards the palace at full speed.

Unfortunately, he was soon met by a blockade of shades blocking the road.

“Look what we have here,” one of the shades said, stepping out from the formation.

Elyl recognized the stallion from the battle of Van Hoover. The only difference now was that he had burn marks across his side.

“You were one of the defenders at Van Hoover,” the brown stallion called.

Elyl thought about turning and running, but one quick look behind him showed that another line of shades had boxed him in.

“Yes, I was,” Elyl called back, having few other options.

“Can we hurry this up Enfield?” a stallion called from the line behind Elyl.

Elyl turned to see that the other looked similar to Enfield, except instead of a burn, one of his ears had a notch missing from it.

“Spearhead, our orders are to stop the attackers, but I’m going to take some time with this one,” Enfield called back.

Spearhead groaned, “Fine.”

“This doesn’t look good...” Elyl breathed.
--

Applejack had left the throne room as soon as she was allowed, and as soon as she was sure she was far enough away, she punched the nearest wall.

“What’s wrong?” Frost asked.

“What’s wrong? What’s wrong?! Darkstar’s a monster, that’s what’s wrong!” Applejack snapped.

“Geez...” Frost said, backing off a little.

“You don’t get it, do you?” Applejack accused.

“No, I don’t,” Frost said plainly.

Applejack turned away.

“He sent them on a suicide mission...” Braeburn said.

“What?” Frost asked.

“Darkstar, he sent the other elements to fight that golem thing, knowing full well that they would be killed...” he explained.

“Oh...” Frost said, looking back towards Applejack, who was leaning against the wall.

“He’ll pay for this...” Applejack said, punching the wall again.

“Yes, he will,” Crystal said, walking up to the posse.

Applejack turned to look at her, and saw a crying zebra being dragged behind her.

“Huh?” Applejack questioned.

“Darkstar is going to pay, and we’re going to help. I want you to take her, and search for any others,” Crystal said.

“Do you mean go looking for the attackers?” Frost asked.

“No, you will be ‘escorting’ the prisoner, and at the same time, looking for more infiltrators. I suggest looking in the district that the changelings occupied. It is mostly unpopulated, and as such easy to sneak in to,” Crystal finished, striding away.

“Where are you going?” Frost asked.

“To check on something,” she called over her shoulder.
--

“Is everypony alright?” Breeze asked, huffing.

They had gotten into a bar fight, and now they were the only conscious ones in the bar.

“Yeah, I think so,” Treble said.

“I’m good too,” Flit said.

“Meanies,” Violet said, rolling one of the knocked out patrons over.

“Well, what now?” Breeze asked.

“Well, taking a breather would be nice,” Flit said.

“Yeah, let’s take a break. We should be pretty safe in here,” Treble said.

“Alright,” Breeze said, and moved over to a toppled table. “Can somepony give me a hoof here?”

“Sure,” Flit said, and helped Breeze right the table.

The others grabbed some intact chairs and they all sat down around the table.

“So, what’s the plan?” Flit asked the gather group.

“Well, we’ve come this far. We can’t be discovered now,” Treble said.

“Yeah, but we also need to find the Elements,” Breeze said.

“Yeah, and even if we find the two, then there’s still one more,” Flit said.

“Well, remember the stories?” Breeze asked.

“Ooh, I love stories!” Violet cheered.

“About the Elements? Back when Twilight was the bearer of magic?” Flit asked.

“Yeah. Remember when they went to face Nightmare Moon?”

“The last Element, Magic, didn’t reveal itself until the other five were activated,” Treble said.

“Exactly. So, if we can find the other two, then maybe magic will reveal itself, and the Elements will be restored,” Breeze said excitedly.

“If that’s the case, then we need to find Kindness and Honesty,” Flit said.

“But how are we going to do that? If Darkstar has one, and another is close, how are we supposed to get to them?” Flit questioned.

“Wait...” Breeze trailed off, deep in thought.

“What?” the others asked, looking at him intently.

“I think I know what we have to do, but we can’t do it yet. It’s best if we just rest here for the moment,” he said.

The others looked at him quizzically, but ultimately agreed.

“Let’s see if there’s anything to eat around here,” Violet suggested.
--

Red was flying over the buildings, trying to locate hidden threats, when suddenly something hit him from the side, causing him to tumble briefly through the air.

“Watch where you’re flying,” a pegasus chuckled.

Red turned to face his attacker, a seemingly normal pegasus.

“What’s the matter? Confused?” the pegasus laughed, and disappeared.

“What?” Red cried, as he was hit in the back.

“This is too easy,” the pegasus laughed.

Red steadied himself again and faced his laughing opponent.

“If you want to know the name of the pony that’s gonna kick your flank, it’s Flicker,” he said.
--

Luna and Sombra had begun to carve a path towards the palace, almost keeping pace with Celestia as she flew over them.

“How long do you think we’ll have to keep holding back?” Sombra asked, riding a crystal through a crow od shades.

“We have to keep them busy until the Elements are found,” Luna replied, swinging a crescent shaped blade through a group of shades blocking her path.

“Let’s just hope our son doesn’t begin fighting himself,” Sombra said.

“Indeed...” Luna said.
--
Darkstar watched the battle unfolding before him.

His mother and father carving a path directly towards him, while Celestia flew above them, occasionally casting blast of
energy down on the shades below.

“If you want to fight me so badly, then I will not keep you waiting,” Darkstar said, spreading his black wings.

With a sweep of his wings, he launched himself into the air and began to fly towards Celestia, trails of black smoke following him.

Fight to the Finish

View Online

“How are we doing on ammunition?” Quicksilver asked, firing another round towards the shades below.

“Fifteen more rounds!” Solid Gear called, counting the remaining shells.

“Well, we’ll have to make them count then,” Quicksilver grunted.

“What happens when we run out?” Violet Runner asked.

Quicksilver gave a little laugh, “Then we have to either land, or run. And I don’t intend on turning this boat around.”

“You’re going to land down there?!” Violet exclaimed.

“Define landing...”
--

Celestia had predicted that Darkstar would come out to fight himself, but she didn’t account for his power.

Darkstar had been pursuing Celestia since he had first joined the fight, and she had been only just eluding him.

“What’s the matter? Don’t you want to welcome back your nephew back to Equestria?” Darkstar jibbed, diving through the air after Celestia.

Their flight path took them directly in between Red and Flicker.

“Whoa!” Red shouted, flying backwards to avoid being hit by either alicorn.

As Celestia flashed by him, Flicker took the chance to teleport behind him and send him tumbling down towards the ground.

“Keep your eyes on me slowpoke,” Flicker taunted.

Red recovered from his spin and came at Flicker like a shot.

Flicker simply laughed and teleported out of the way.

“You’re going to have to be faster than that,” he taunted.

Red gritted his teeth.

Throughout his fight with the hot shot pegasus, Red hadn’t managed to lay so much as a hoof on him.

Red continued his assault, trying to hit his cocky opponent, but each time only connecting with empty space as he teleported out of the way.

“Hold still!” Red growled.

“Why don’t you make me?” Flicker snorted.

“You’ve got a big mouth,” Red growled. “It’s time somepony shut you up!” he roared, channeling his natural affinity for lightning into his front hooves, making them crackle with electricity.

He redoubled his speed as he continued to go at Flicker.

“Whoa, I think you almost hit me with that one,” Flicker taunted, narrowly avoiding a punch from Red.

“Just you wait!” Red bellowed, going after him again.
--

“What are we supposed to be looking for?” Frost asked, looking wearily in the direction of Celestia and Darkstar’s most recent clash.

“I guess we’re lookin’ for anypony that’s not supposed to be here,” Applejack replied, hastening her pace.

“Yeah, I got that, but where are we supposed to look?” Frost asked.

“That bar where we found you?” Braeburn suggested.

“Why there?” he asked.

“Well, it’s a place to gather right? Besides, it’s the only lead we got,” Braeburn replied.

“Let’s see if they call us hicks this time,” Apple Bloom growled.

“Only one way to find out...” Frost sighed.

“Eeyup”
--

Chaotic Note had had an easy time dealing with the relatively few shades that had attacked him, quickly dispatching them with one of his enchantments.

But now, he was facing a tougher opponent.

“So we meet again,” Grape Vine said, standing directly in Chaotic’s path.

Chaotic got into a fighting stance, “So it appears.”

Grape Vine dropped into his own fighting stance, “I’ll let you know that the last time we fought, I went easy on you.”

“Good to know,” Chaotic said, readying a fire enchantment.

Grape Vine smirked, “That trick won’t work on me twice.”

“We’ll see about that,” Chaoitc said as he advanced on his opponent.

Grape Vine’s horn glowed briefly, as Chaotic found himself tripping over his own hooves.

“Like I said, I was going easy on you last time,” Grape Vine said.

At that moment, Soulless teleported in between them.

“Excuse me,” he said as he jumped backwards, avoiding Dhanthas’ scythe.

“Get back here pipsqueak!” Dhanthas roared, chasing after his flighty foe.

“I’d really rather not,” Soulles said, teleporting again.

“Savages,” Grape Vine snorted, watching the two black ponies disappear.
--

Elyl huffed, wiping some blood from the side of his face.

“You’re barely putting up a fight,” Britt said, a little disappointed.

“You could hardly call this a fight,” Spearhead called.

Enfield had taken a spear, and decided to have a “duel” with Elyl.

“Do shut up,” Britt called back.

“You could have at least given him a weapon,” Spearhead shot back.

Elyl didn’t have any chance to escape. The only reason he wasn’t either captured or dead was because Britt wanted to duel.

“Hmm, maybe you’re right,” Britt said. “Toss him a spear,” he called to one of the shades.

The shade tossed a spear on the ground in Elyl’s direction.

“Now you just have to get it,” Enfield said, readying his spear.
--

“Watch out Dash!” Lightning called to his friend.

Lightning and Dasher had been on the run from Dark Flame since he put a crater in the street.

Unlike their last encounter, Dark Flame was now an unstoppable juggernaut, shrugging off any hits that Lightning was able to make without being caught.

“Thanks,” Dasher said, just getting out of the way of Dark Flame.

“How are we supposed to stop this guy?” Lightning questioned.

“Do you mean without getting flattened?” he questioned back.

Dark Flame was about to lunge at Dasher when a whirling scythe passed in front of him, followed promptly by Dhanthas.

“Stop hiding behind your dummies!” he roared.

“Don’t get in my way again,” Dark Flame said darkly.

“Save it,” Dhanthas shot back, taking off in search of his prey.

Dark Flame let out a roar when he looked to see that Lightning and Dasher had disappeared.
--

Luna and Sombra had continued to carve a swath through the sea of shades that surrounded them, even after their son had joined the battle.

“I’m getting tired of being a distraction,” Sombra snorted, sending a group of changelings flying with a crystal spike from the ground.

“The others wouldn’t be able to handle this many shades on their on,” Luna said, cleaving through a fresh group of shades.

“Can you at least take over for a bit?” he asked.

“If you insist,” Luna sighed.

“Thanks honey,” Sombra said, using a crystal to batter his way free of the crowd.

“Sombra, we need some help,” Lightning said, rounding the corner.

“Hmm?” he questioned.

“There you are!” Dark Flame bellowed, charging them.

“I see,” Sombra said, erecting a wall of crystal to temporarily stop him. “Why don’t you help out Luna.”

Lightning and Dasher nodded, wading into the crowd of shades towards Luna.

Sombra looked back as the wall begin to crack.

“This looks like fun.”
--

“Breeze, why are we still just sitting around?” Flit asked his friend.

Violet and Treble were sitting at another table, playing cards as Flit and Breeze sat at another.

“I have this feeling...” he trailed off.

“You always have a feeling...” Flit countered.

“I know, but I have a feeling that if we wait, the answer will come to us,” Breeze explained.

“Well, I can’t argue for staying put. Even from this far, the fighting sounds intense,” Flit said.

“It’s more than that though...” Breeze began, “Almost like...”

He was stopped by the sound of the door swinging open.

“Well, what do we have here?” Applejack asked.

“Would you look at that, you were right,” Frost said, poking his head through the door.

Breeze, Flit, and the other were on their guard instantly.

“Looks like they had a bit of a scuff too,” Braeburn said, appraising the unconscious patrons.

“But, that makes them interesting,” Applejack said.

“Eeyup,” Big Mac agreed, filling the doorway.

“Well, looks like something came to us alright,” Flit said, annoyed.

“You reckon that they’re some of the Element bearers?” Apple Bloom asked.

“If I had to guess, I’d have to say that at least one of them is,” Frost said.

“Who are you?” Breeze questioned the posse of black garbed ponies.

“For you, trouble,” Frost said.

“There’s only five of them, we can take em,” Violet said.

“Do you see the red mountain over there?” Treble questioned.

“Wait, is he carrying somepony?” Flit questioned, seeing Char on Big Mac’s back.

“Eeyup,” he replied.

“I think we just found what we were looking for,” Breeze said.

Frost looked at Char, then to the ponies before him.

“I think we found more than one,” he laughed. “Let me guess, you’re all Element bearers?”

Breeze shifted.

“Eeyup,” Big Mac confirmed.

“So, that means all the Element bearers are right here,” Applejack said.

“Do ya think Darkstar knows?” Apple Bloom asked.

“I hope not...” Applejack said.
--

“What are you doing?!” Twilight shouted to Quicksilver.

After running out of ammo for the cannon, Quicksilver had returned to the helm, and now was tilting the nose of the airship downwards, and giving the engines more power.

“Getting Payback for Scroll, and Vigilant, and everypony that died at Van Hoover!” he shouted, giving it full throttle, bearing down on a large group of shades.

“Brace for impact!” he called to the few crewmembers, a few seconds before the airship crashed to the ground in a grating of metal and splintering of wood.

The airship came to rest after passing several houses, and flattening scores of shades.

Sombra hopped up onto the deck of the ship, “Are you alright?”

“Alright?! Quicksilver just crashed the ship!” Twilight fumed.

“Well, you did land on Dark Flame,” Sombra said, pointing down.

“What?” Twilight said quizzically.

There was a sound of groaning metal.

“Will nothing stop him?” Sombra questioned.

Quicksilver went below decks to see Dark Flame tearing the few remaining Lunar Guards apart.

“You!” Dark Flame growled, dropping a heavily beat Violet Runner.

“What?” Quicksilver questioned.

“You killed Marksman and Red Bow,” Dark Flame growled, moving towards the white earth pony.

“Marksman and Red Bow... they were the ones who killed Scroll?” he questioned.

A crystal spike erupted from the floor, stopping Dark Flame.

“Run Quicksilver!” Sombra commanded, coming below decks.

“Why?” Quicksilver demanded. “He’s one of the ones that killed Scroll and the others.”

“Now’s not the time to get killed over a vendetta,” Sombra said, creating more spikes to box Dark Flame in.

“I’m going to make him pay,” Quicksilver said.

“No you’re not,” Twilight said, picking him up with magic, “We need as many ponies alive as possible.”

“Let me go!” he protested.

“No,” Twilight said, and took him back to the deck, along with Solid Gear.

“Solid, your friends are fighting with Luna right now, so you can go help them out. Quicksilver, I want you to go and find Chaotic and Elyl,” Twilight Commanded.

“What about you?” Solid asked.

Twilight spread her wings, “I’m going to help Celestia fight Darkstar.
--

Chaotic was bruised and beaten, while his opponent didn’t even have a scratch on him.

Every punch he tried to throw at Grape Vine ended up coming right back and hitting himself in the face.

“Ready to give up yet?” Grape Vine asked.

“Not even close,” Chaotic huffed.

He put an earth enchantment on himself for strength and slammed the ground sending a small shockwave towards Grape Vine, unbalancing him. Then, he used a wind enchantment to increase his speed, rushing up before Grape Vine could compose himself, and struck him square in the jaw, staggering him.

Chaotic continued this assault for a few good swings until Grape Vine finally got enough composure to block his attack, and then tripped Chaotic, sending him tumbling to the ground.

“That was a clever trick, but tricks don’t work twice on me,” Grape Vine said, huffing.

As Chaotic went to stand up, Flicker impacted into the wall next to him.

“Ow...” the pegasus groaned, sliding down from the pony shaped imprint in the wall.

“Gotcha!” Red said triumphantly.

Flicker got shakily back to his hooves.

“I’m not done yet,” he said, gritting his teeth.

“You look like it to me,” Grape Vine said, forcing Flicker’s head to meet with the pavement.

Flicker’s wings twitched once before he sprawled out on the ground.

“Good riddance...” Grape Vine snorted.

Red swooped down and landed beside Chaotic.

“Need some help?” he asked.

“Yeah,” Chaotic said.

“Then you can sit back and rest, I got this,” Red said, turning to face Grape Vine.
--

Twilight fired a blast of energy at Darkstar.

Darkstar barrel rolled to avoid the blast and turned to face Twilight.

As he was about to send out a tendril of shadow he was hit in the back by a blast from Celestia.

Darkstar growled as he twirled around, “Can’t beat me yourself, so you use your apprentice,” he spat.

“I am not her apprentice any more,” Twilight growled, sending another blast towards him.

Darkstar created a veil of shadow and disappeared, only to reappear away from the two.

“It doesn’t matter, I can still defeat both of you,” Darkstar said, sending out two tendrils of shadow towards Twilight and Celestia.

Celestia matched his tendril with a blast of golden energy, and Twilight did the same with her own blast of purple.

“Not like that you won’t,” Twilight said.
--

Dhanthas and Soulless had been playing cat and mouse for the entire fight, and Dhanthas was sick of it.

“Come out and fight me coward!” he bellowed, scanning the area from a rooftop.

“Self preservation isn’t cowardice,” the voice of the flighty unicorn said from behind Dhanthas.

The shade turned around to see Soulless standing on the top of the roof, a little ways away.

“There you are,” Dhanthas growled, brandishing his scythe. “Finally ready to stop running and die?”

“I’m ready to stop running, but I’m not going to be the one dying,” Soulless retorted.

The unicorn’s horn glowed with magic and three copies of himself coalesced around Dhanthas.

Dhanthas gave a little laugh, “This trick again?”

He swung his scythe and decapitated one of the clones, leaving it to dissolve into a small puddle of water.

“Oh, that’s only my opening act,” Soulless said as he produced six more. “Oh, and you might want to watch where you step.”

Soulless dissolved out of visibility, leaving the nine remaining clones with Dhanthas

“These clones won’t save you,” Dhantas said as he decapitated another.

“We’re more than a match for you,” The voice came from all of the clones.

The clones all got into ready stances with blades extended.

Dhanthas went to rob another clone of it’s cranium, but instead of taking the blow, it dodged the scythe.

A nearby clone tackled Dhantas, knocking him sideways, but unable to knock the shade over.

Dhantas knocked the clone away and took a step back, but found that the edge of the building gave way underneath him, sending him tumbling down to the street below.

One of the clones went to the edge of the building and looked down at him.

“Remember, watch your step,” it said mockingly.

Dhanthas growled and flew back up at the clone, sending it flying as he rammed into it.

“Which one of you is next?” Dhanthas growled.

“You really think we’re stupid enough to attack one at a time?” they questioned.

“All take you all on, and still kill all of you,” Dhanthas said.

The clones got ready for another charge from Dhanthas, but the battle was interrupted by a bright flash of sunlight from Celestia.

Dhanthas covered his eyes from the blinding flash, but in the same moment, felt a blade bury itself in his gut.

He looked down to see Soulless with his hoof flush against his stomach, the blade completely hidden inside his stomach.

“Damn you...” Dhanthas gasped, a small drop of black ichor forming at the edge of his mouth.

“Got you,” Soulless said coldly.

Dhanthas swatted Soulless away and tumbled backwards over the building’s edge.

Soulless turned back to his clones and dismissed them, letting them evaporate, “Looks like that takes care of that.”

He was about to jump off the building and join the fight with some other pony, but something bugged him and made him turn back around.

He turned around just in time to barely avoid Dhanthas’ scythe.

“I’m not dead yet!” Dhanthas bellowed, the wound in his gut still bleeding.

Soulless teleported down to street level and attempted to use the fighting to conceal him and give him time to come up with a new plan.

Unfortunately for him, Dhanthas had easily identified him and was making a beeline for the black unicorn.

“Feathers...”
--

Breeze and Frost were staring at each other, huffing and covered with bruises. Applejack had hogtied Flit, holding his head against the floor. Braeburn and Apple Bloom were both being held down by Violet. Big Mac had Treble pinned to the floor, unable to fight back.

“Well, this is a surprise...” Frost huffed.

“Why?” Breeze questioned.

“I figured that we’d be done by now,” Frost replied.

“Well... looks like a tie to me,” Breeze huffed.

“That’s exactly my point. I didn’t expect you to fair this well,” Frost said.

“We can’t lose now... it’s as simple as that,” Breeze replied.

“Can y’all hurry it up over there?” Applejack snorted.

“Hurry with what? We’re all about done,” Frost retorted.

“Nope,” Big Mac said.

“Mac’s right, we’ve still got two more to take care of,” Applejack said.

She got up off of Flit and started to make her way towards Breeze and Frost.
--

Crystal had made her way to the dungeons in the palace and found Shining Armor and Cadence.

“Shining Armor, you’re needed outside to help with the fighting,” she commanded.

“Can’t you handle it?” he questioned indignantly.

“Darkstar’s orders,” Crystal said curtly.

Shining gave a sigh and began to head out of the dungeon.

Crystal looked into the cell where Cadence was being held and saw that she had no restraints on.

“Darkstar neglected to restrain you...” Crystal said out loud, emphasizing “neglected”.

“Huh?” Cadence said, looking up.

When she looked up, the changeling queen was gone, and the door to her cell was hanging open.

“Let’s go,” The voice of Shining Armor said.

“Shining?” Cadence asked, standing up.

“Come on, we don’t have much time.”

Cadence stepped out of the cell and saw that Shining Armor was waiting for her.

“Come on, before somepony sees us,” Shining said.

“What?” Cadence asked.

“I’m getting you out of here,” Shining said, taking her hoof.

“Where are we going?” Cadence questioned.

“We’re going to find somepony to get us out of here,” Shining said, dragging her through a doorway.

Crystal wasn’t sure if her plan was going to work, but she hoped that Cadence wouldn’t catch on before they got clear of the palace.
--

“Give up Darkstar!” Celestia bellowed, meeting a large tendril of shadow with a blast of golden energy.

“Words of a losing, aging, monarch,” Darkstar snarled.

“You can’t beat both of us!” Twilight yelled, sending a volley of purple bolts of magic at him.

A black void absorbed the bolts.

“No, it’s you two that cannot beat me,” Darkstar sneered.

“What about three of us,” Luna said, her crescent blade slicing the air in front of Darkstar.
Darkstar growled and looked at his three opponents, he knew he could beat each one individually, but he was outnumbered, putting him on the defencive.

“I’ll still beat you,” he growled, and disappeared in a twist of shadow.

“Come get me if you dare!” Darkstar roared from the top of the Palace.

Starfall

View Online

Applejack found herself hogtied by Flit, by the same rope she had used on him, “What in tarnation?”

Flit stood up, his horn glowing, “I guess you’re not as good with rope as you thought.”

Applejack struggled against the magically manipulated rope.

“Well now what?” Frost asked.

The door slammed open, and Chrysalis and Candy stepped into the bar.

“Trable!” Candy cried when she saw him pinned by Big Mac.

“Wait, you’re with her?!” Frost question Breeze.

“I’m not with anypony,” Chrysalis snorted, “I am doing this for myself.”

She turned to Big Mac, “Release him.”

Mac looked to his sister.

Applejack sighed, “Do it...”

The red stallion raised his hoof off of Treble and took a step back.

Candy rushed over to him and helped him up.

“And give the zebra to us,” Chrysalis commanded.

Mac set Char down on the ground next to him.

“Frost, you’re coming with us,” Breeze said.

“What?” Frost questioned.

“You’re the Element of Honesty, right?” Breeze asked.

“...Yeah,” Frost answered reluctantly.

“Then that only leaves magic...” Flit said.

“But that’s the only one we have no lead on,” Breeze said.

“Wait, you came here without all the Elements?” Frost questioned.

“We came with all we have. We were hoping that the last Element would reveal itself once we gathered the other five,” Breeze said.

“Well Ah suppose that’s how it worked fer us,” Applejack said.

“But that was completely different. You at least were friends before, and you had something to prove your elements. We’ve got nothing to go on. For flanks sake, we were just fighting!” Frost ranted.

“That doesn’t mean we can’t try,” Breeze said.

“Darkstar isn’t like Nightmare Moon. He. Will. Kill you,” Frost continued.

“What about the princesses? If we can’t stop him then he could kill them! Breeze snapped.

“He has a point,” Chrysalis said. “Darkstar may very well kill them, given the chance.”

“Well, if he sees me, I’m going to be a talking head in a few seconds, in case you didn’t notice this,” Frost said, pointing to the black collar around his neck.

“What?” Breeze asked.

“If Darkstar sees me helping you, then he’ll cause this thing to tighten, and probably take my head clean off,” Frost explained.

“Then we need to get it off of you,” Breeze said.

“I’ve tried, it won’t budge,” Frost said.

“Have you tried magic?” Flit asked.

“Do I look like a unicorn?” Frost asked sarcastically.

“Allow me,” Chrysalis said, her horn glowing its signature green hue.

After a few seconds, the collar broke, and dissolved into black wisps of smoke.

“That simple?” Frost said, stunned that the collar was so easily removed.

“If it weren’t for him being distracted, Darkstar would have sensed it before I removed it,” Chrysalis said plainly.

“I guess we should head for the palace...” Frost said reluctantly.
--

Sobra and Dark Flame had been locked in combat for quite a while. Dark Flame couldn’t break Sombra’s crystal fast enough, but neither could Sombra overpower Dark Flame.

“How is this even possible?” Sombra questioned as Dark Flame broke another crystal barrier.

“His... armor...” Solid Gear said weakly from under a small pile of debris.

Sombra hadn’t thought that armor alone could make a pony almost invincible, but it made sense; Dark Flame was completely covered in armor.

That was also the problem.

Sombra jumped out of the way as Dark Flame lunged at him.

Sombra would have to get creative if he wanted to beat Dark Flame.
--

Dhanthas was ripping apart shades and changelings trying to put Soulless in his sights.

Soulless, for his part, was able to keep himself from ending up like anything else that happened to get in front of Dhanthas.

“Stop running coward,” Dhanthas growled, slicing a shade in two.

“No thank you,” Soulless called back, teleporting away.

Dhanthas was in a rage, but he was still able to drive Soulless towards the palace; right where he wanted him.

Soulless continues to teleport away from the whirling scythe of the shade until he was standing underneath the Palace.

“I have you now,” Dhanthas growled, coming to a rest just beyond the palace’s shadow.

“I don’t see how,” Soulless snarked.

Dhanthas just smiled a triumphant smile and walked into the shadow of the palace, the wound on his chest healing almost immediately.

“Oh...” Soulless said.

“You can’t escape me now,” Dhanthas said, and appeared behind Soulless, the scythe at his neck.

“You took one wrong step pipsqueak,” Dhanthas gloated as he pulled on the scythe.

Dhanthas’ face was spattered with droplets of red.

Soulless’ body fell to the ground, but something was not right.

Dhanthas shook his head as his vision began to blur and turn red.

“You didn’t think I would die that easily did you,” the ethereal voice echoed around him.

Soulless’ body began to dissolve and a shadowy form appeared at the edge of the shadow, walking slowly towards Dhanthas.

“You can’t fool me pipsqueak, I know it’s you,” Dhanthas called.

The shadowy figure said nothing, but extended a hidden blade from its left forehoof.

Dhanthas rushed the shadow and swung his scythe at the figure, but his blade met nothing but air as it went right through the form like smoke.

The form stabbed its blade into Dhanthas, but it didn’t even phase the shade.

“You can’t kill me with silly tricks,” Dhanthas said, and kept swiping his scythe through the shadowy form.

“This strike is no trick,” Soulless said from behind Dhanthas, swinging a glowing green blade down at him.

Dhanthas moved out of the way, but the blade went through the base of his wing.

The wing didn’t sever, it didn’t even bleed. Instead, it went limp, and all feeling left it.

“What the hell?” Dhanthas questioned, putting distance between him and Soulless.

“That was my soul cutter... and next time, I won’t miss,” Soulless said, teleporting behind the shade.

Dhanthas used his own powers to teleport to the edge of the shadow and began to fall back into the crowd of shades and changelings.

“I’m coming for you...” Soulless’ voice rang in Dhanthas’ ears.
--

Elyl was huffing and covered with bleeding cuts.

Enfield now had his own sets of cuts.

Spearhead was now quite bored of watching the two “duel”, and was leaning against a wall.

“Can we hurry this up?” he called from the wall.

“Not yet,” Enfield said.

Spearhead groaned and pushed himself off from the wall.

His ears pricked up as he heard some scuffling from a nearby alley.

He grabbed a spear and went to investigate.

When he looked down the alley, he saw a cat digging through a garbage can.

He sighed and lowered his spear and was about to head back to watch Enfield finish up when another garbage can spontaneously flew open, showering him with foul smelling trash.

The garbage was soon followed by the lid of the can as it impacted on Spearhead’s forehead, knocking him back and causing him to fall over clutching the point of impact.

The commotion and Spearheads muffled groaning attracted the attention of a few of the shades who detached from the circle and went to investigate.

As they got to the mouth of the alley, a garbage can rolled out at considerable speed, knocking both of them down as it bowled them over.

“St-rike!” came the triumphant shout from inside the alley.

This time, more shades went to investigate. Those with the wings and the intelligence took to the air to avoid the same fate as they tried to identify from where the call came.

As they rose to the level of the second story, they were assaulted by flower pots.

“Get out of our city!” came an angry cry.

By this time Spearhead had recovered and was now standing and looking for the aggressors.

He saw a young cream colored stallion retreating down the alley.

He groaned inwardly.

Up until that point, the civilians of the Crystal Empire had been quiet, but it now appeared that they were trying to fight back.

He turned around to get Enfield, only to find a snowball hurtling at his face.

The initial impact stung a little, but Spearhead had taken much worse, so he wiped the snow from his face to see a rag tag group of clots brandishing more snowballs at him.

Spearhead may have only been a shade of his former self, summoned by an evil alicorn, but he still couldn’t fight colts.

Unfortunately for him, the other shades didn’t seem to have any qualms about hurting you ponies and began to chase them.

The startled colts ran down the street and into another alley.

The shades disappeared into the alley, followed by a loud clattering, and an upturned dumpster.

Spearhead recognized guerrilla tactics when he saw them, but he also knew that it was hard to fight an enemy on their own turf, so he made a break for the remaining shades around Enfield and Elyl.

“Enfield!” Spearhead called.

The brown soldier turned from his fight, “What?”

“We have a problem,” Spearhead said, running up to Enfield. “I think the crystal ponies are revolting.”

“What? They really think they can fight against an army of shades?” Enfield questioned.

“We don’t exactly have an army with us right now, and in case you hadn’t noticed the loud crashes, they are doing a pretty good job.” Spearhead snorted.

Elyl took this time to catch his breath and try to make an escape plan.

The shades blocking his way back towards the palace were still holding a strong formation, however, the other side was much looser thanks to the crystal ponies’ distraction.

If he could just get a good opening, he could get away.

“Fine, call more shades,” Enfield said.

There was a loud whistle from the road.

“Hey, we’ve had enough of you in our city!” shouted a stallion.

Spearhead and Enfield turned to see a group of crystal ponies gathered in the street.

They were holding brooms, pans, anything they could use as an improvised weapon.

Spearhead didn’t think that they could stand a chance against the shades, but then he thought about what he would do in their position.

A sudden thought struck him and he wheeled around to see that a much large group was about to attack from the other side of the road.

“Behind you!” he managed to cry before the crystal ponies descended on the unsuspecting shades.

Elyl was soon surrounded by scuffling hooves, loud shouts of anger, and swirling puffs of dust and dirt, just the distraction he was looking for.

He got up and made a break for it, trying to get clear of the fighting and somewhere where he could recover.
--

Cadence had run out of the palace thinking that Shining Armor was right behind her, but when she turned around, he wasn’t anywhere to be seen.

“Cadence!” the call came from somewhere behind Cadence.

She turned to see a pair of armored ponies run up to her.

“Who are you?” Cadence asked the two new ponies.

“Lightning Shaker and Dream Dasher,” Lightning said.

“Where’s Shining?” Cadence asked.

“Shining? We haven’t seen him the whole time,” Dasher said.

“Quick, we’ve got to get you out of here,” Lightning said.

“But Shining Armor,” Cadence protested.

“Cadence wait!” Shining voice called from somewhere inside.

“Shining!” Cadence called and turned back.

Shining Armor turned a corner and ran up to Cadence.

“How did you get out?” he asked hugging her.

“What do you mean? You were right behind me a moment ago,” Cadence said hugging him back.

Crystal looked down from the balcony as Shining and Cadence had their reunion.

“Now for one final touch.”
--

Atop the tower of the palace Darkstar was facing the combined strength of Twilight, Luna, and Celestia.

They were firing countless blasts of purple, gold, and azure magic at him, but he was fending them off with his shadows, absorbing any bolts that he could not dodge.

The princesses weren’t the only ones on the offensive though; Darkstar would lash out with a tendril of shadow whenever he got the chance, keeping the princesses on the move.

It was a stalemate that filled the sky with a brilliant display of light and shadow.

But something had to give...
--

Dhanthas was now running, narrowly avoiding slashes from Soulless’ soul cutter.

“What’s wrong, afraid?” Soulless said as he tried to catch Dhanthas’ leg.

Dhanthas didn’t say anything but avoided the blade again.

Soulless teleported behind Dhanthas and was going to land a finishing blow, but the green blade faded mid swing.

“Oh come on!” he lamented as his now shortened hidden blade swept through the air.

Dhanthas got a wicked grin and lashed out with his good wing, catching Soulless in the face.

Soulless staggered backwards from the blow but recovered soon enough to avoid Dhanthas’ hoof.

The two were now facing each other, both worn out by their back and forth cat and mouse.

“This is it,” Dhanthas huffed, “One of us is going to die.”

“And it’s not going to be me,” Soulless retorted.

They were ready to go at it again, when a series of crystal spikes split the space between them, carrying with is a navy blue form.

Sombra came shooting out from the wreckage of the airship on a pillar of crystal and landed next to Soulless.

“How’s your fight going?” he asked.

“Nowhere. And yours?” Soulless asked.

“Same.”

“Trade?”

“Gladly.”

Soulless teleported away after the tumbling Dark Flame while Sombra turned to face Dhanthas, who was hacking through the crystals with his scythe.

“Where’d he go?” Dhanthas questioned, looking around for Soulless.

“We traded,” Sombra said as the crystals closed back around Dhanthas.

Dhanthas struggled against the crystals, but couldn’t move.

“Why that-” he began, but was cut off as the crystal closed around his mouth.

“Well that was easy.”
--

Soulless killed another changeling and looked his new opponent over.

Dark Flame’s armor had barely a scratch on it, despite being assaulted by a tide of crystal spikes and slamming into a wall.

He broke through the wall and snorted as he say Soulless standing out in the open.

He roared as he charged the black unicorn.

Soulless didn’t move, but held out his soul cutter as Dark Flame came upon him, causing the juggernaut to practically impale himself on the ethereal green blade.

Soulless ripped the blade across Dark Flame’s chest and the armored pony stood motionless for a few moments, causing Soulless to wonder if it worked.

The armor let out a creaking sound as Dark Flame slowly collapsed onto his side.

Sombra and Soulless met in between the two felled titans.

“That was easy,” they said simultaneously.
--

Breeze and the others were heading towards the palace when something flashed near the top of the tower.

“What was that?” Treble questioned.

“I don’t know,” Frost said.

“What’s that?” Breeze asked when he saw something plummeting towards them.

Something white, shrouded in shadows impacted on the street ahead of them, leaving a crater in the road that let off smokey shadows.

They rushed to the crater to see Celetisa laying in a curled position with a ruined wing.

“Celestia!” Breeze cried.

The wounded alicorn let out a low groan and open her eyes slightly.

“Breeze...” she said weakly.

“Does anypony know healing magic?” Candy asked worriedly.

“You must... stop Darkstar...” Celestia said.

“But how? We only have five of the Elements,” Breeze said.

“Breeze... remember what’s the strongest magic of all,” Celestia said, almost a whisper.

She trembled with a fresh wave of pain and lowered her head.

“Go...” she said.

“But we can’t just leave you here,” Breeze protested.

“I will stay with her,” a voice said from a side street.

“Elyl!” Violet exclaimed, recognizing the white stallion.

“Go, I’ll stay with her and do what I can.”

Breeze and the others reluctantly continued on to the palace.
--

On top of the Palace, Luna and Twilight landed to fight Darkstar in close quarters so that he couldn’t keep blasting at them from behind his shadows.

Both the remaining princesses were fighting like they were possessed after Celestia fell.

Luna tore the air with her crescent blade, coupling that with blasts of magic, while Twilight was firing a near endless volley of magic bolts at Darkstar, keeping him from having any chance to disengage from Luna.

Luna let out a wordless roar as she sent her blade slicing through the air towards Darkstar.

Darkstar prevented the blade from reaching him with a thick wall of shadow, but had to move to avoid being fried by Twilight’s magic assault.

“Enough!” Darkstar roared, sending out a black pulse, knocking Twilight down and staggering Luna.

“I’ve had enough of these games.”

Darkstar fanned out his wings and several snaking tendrils of shadow shot out towards Twilight and Luna.

Luna sliced the thick black tendrils with her blade, but Twilight was not so quick, and was quickly constricted by the tentacles of shadow.

The tentacles tightened until Twilight let out a cry, coupled with a cracking sound as one of her ribs gave way.

Luna was going to attack when Darkstar held up a hoof.

“One more move and I’ll crush the life out of her.”

Luna stopped, and glared at her son.

Darkstart was about to make a move when he shot backwards, barely avoiding a blade of crystal descending where he had just been.

Luna didn’t hesitate and cut the tentacle constricting Twilight. The remainder of the tentacle dissolved, letting Twilight fall to the floor.

Sombra moved back next to Luna and faced Darkstar.

“Three Alicorns couldn’t stop me. What makes you think that only one and a unicorn can?” Darkstar questioned.

“You’re surrounded by crystal,” Sombra said, “You’re essentially standing inside one giant weapon.”

As if in response to his words, something landed behind Darkstar.

He turned around to see Crystal.

“It’s no longer two on one,” Darkstar sneered.

“You’re right,” Crystal said, blasting him in the back. “It’s three on one.”

“Make that four,” Shining Armor said as he teleported to the tower top.

“Five,” Cadence added, flying up on the side opposite to Shining.

Darkstar scowled as he was surrounded.

“Foolish traitors.”

His horn glowed and Crystal and Shining Armor began to dissolve.

“Shining!” Cadence cried as her husband dissolved to nothing but a few wisps of shadow.

Tears began to form in her eyes, and Cadence let out a roar, unleashing a torrent of magical energy that caused everypony in the crystal empire to experience a sudden attack of vertigo.

The air grew heavy with the strength of her magic, and Darkstar experienced a fairly new sensation, utter despair.

Cadence flew at Darkstar, who couldn’t even move as she slammed into him, carrying him off the tower.

Darkstar was utterly stunned as he tumbled through the air.

He was almost unable to regain enough control to keep himself aloft.

Cadence came at him again and the two of them raced towards the ground.

When they hit the ground it sent up a cloud of dust, obscuring what happened.

Luna and Sombra went to the edge of the tower and looked down at the cloud.
--

Breeze and the others had almost reached the palace when something had hit the ground not too far ahead of them and send up a thick cloud of dirt and dust.

“What was that?!” Treble exclaimed the dust was just starting to settle.

As the cloud began to fade, they could see two shadowy figures, one standing, and the other on the ground.

When the dust cleared, Darkstar was standing over Cadence.

Darkstar was huffing, looking down at his cousin.

“I’m impressed... I didn’t think you had that kind of power...”

He looked up and saw Chrysalis and the others.

“What’s this?” he questioned, stepping over Cadence.

Chrysalis stood defensively in front of the others.

“Run you fools,” she ordered.

Darkstar continued to calmly advance on the changeling queen.

“Don’t bother,” Darkstar said.

Chrysalis fired a blast of magic at him, but he just deflected it.

“You don’t have the power to beat me Chrysalis,” Darkstar said, and batter her aside with magic.

The others had backed away, but couldn’t bring themselves to run.

Soulless teleported and slashed at Darkstar with his hidden blade.

“Run you idiots!” he yelled before teleporting away.

Darkstar growled at the interruption, but at that point, he knew that standing in front of him were the Elements of Harmony.

“So you have the Elements,” he said.

“Can’t y’all take a hint and run?” Applejack voice came from behind them, followed by Big Mac and Braeburn charging Darkstar.

Darkstar merely dissolved them, along with Applejack and Apple Bloom.

“Breeze, the Elements,” Flit said.

Luna and descended and stood between Darkstar and Breeze.

“You’ve lost mother,” Darkstar said.

“Not yet we haven’t,” Luna said.

The whole while, Breeze’s mind was in turmoil.

They didn’t have all six elements, and if they didn’t use them now, then it would be all over.

“Breeze!” Flitt called, snapping him out of it.

In front of Breeze, Luna and Darkstar were locked in hoof to hoof combat.

Breeze looked back to the others.

Flit, Treble, Char, Violet, Frost, and Cotton Candy were in different states of fear, confusion, and determination.

Breeze took off his saddle bag and tossed the Elements of Loyalty, Kindness, Laughter, Honesty, and Generosity to their bearers and looked at the last Element, Magic.

Breeze looked into the gem, and remembered when he was a colt, back when here was fascinated with magic.

Breeze got a crazy idea and put on the Element of Magic.

“Breeze?” Violet questioned.

“What are you doing?” Treble asked.

“You don’t have to be a unicorn to have magic,”Breeze said.

“What?” Char asked.

“Flit’s not even a pony, and he’s an Element bearer,” Breeze said. “And besides, there’s one kind of magic that anypony can do.”

“Friendship?” Frost asked.

Violet grabbed Frost and Char, “And even though we just met, we’re friends.”

“Maybe this is what destiny brought us together,” Treble hypothesized.

There was a cry as Darkstar overcame Luna.

“If we’re going to try, we’ve got to do it now,” Breeze said, turning to face Darkstar with the others.

“Uh, how are we supposed to use these?” Frost asked.

“Looks like you six need a little kick start,” the voice came from behind them.

They turned around and saw Discord.

Fluttershy stepped out from behind the draconequis and went over to Char and touched her Element.

The Element of kindness started glowing and the gem began to reshape itself.

The others began to reshape themselves as well, and soon all the Elements had changed to suit their new bearers.

The Element of Magic changed from a crown into a headband.

“Wow,” Breeze said, feeling the changed Element.

He concentrated on the Element, and imagined it was a horn.

He was brought back to reality as he felt Flit rest his hoof on Breeze’s shoulder.

“We’ve got your back,” the changeling reassured.

Breeze smiled, “Let’s do this.”

He concentrated and the elements began to glow.

“What?!” Darkstar exclaimed, seeing the Elements activate.

The Elements connected to each other with thin ribbons of rainbow colored light.

The ribbons of light intensified as they met with the Element of Magic.

In what could only be called a sense of humor on fate’s part, the resulting blast resembled a sonic rainboom, washing over the Crystal Empire.

As the rainbow wave passed by, shades faded, buildings became repaired, and the climate returned to it’s sunny norm.

Ever After

by Mixer

Prologue

Darkness Falls

The Hunt Begins

Loyalty

Honesty

Battle of Van Hoover

Laughter

Gearing Up

The Beginning of the End

Final Approach

Let the Battle Begin

Fight to the Finish

Starfall

The End