The Ending of the End - Love and Tolerance edition

Author’s note: extra-long paragraph breaks signify spaces between posts.



Chrysalis opened her eyes. It was another warm, sticky day in the swamp. She closed her eyes, and almost drifted back off to sleep, when an idle thought welled its way up from her subconscious.

>Today’s the day.

She jolted upright, barely suppressing a maniacal laugh. It was finally the day! Today, Grogar would lead her, Tirek, and Cozy Glow to conquer Equestria.

A cold smile slipped across her lips. But Grogar had no idea that the other members of their little cabal had acquired his Bewitching Bell and were going to betray him. Equestria divided three ways instead of four would mean more territory for each of them, after all—and moreover, Grogar made her more than a little nervous. She’d feel much more comfortable with him banished forever.

Chrysalis’s horn flared with emerald lightning, and her cocoon cracked open. She dropped downward out of it, landing with a precise roll. She strolled into the planning room, to see Cozy already up and examining maps of Canterlot with Tirek.

“Good, you’re up,” Tirek said in his booming voice. “Are you ready?”

“I was hatched ready,” Chrysalis replied with a smirk. But further small talk was cut off by the arrival of their leader himself.

Grogar sat down at the table. “The plan is as follows: Cozy Glow, you will stir up hatred between earth ponies, pegasi, and unicorns. Chrysalis, you will shapeshift into different leaders, such as Celestia, Luna, Shining Armor, and whoever else you deem to be prudent, giving orders to the guards that will cause more chaos. Tirek, you will feed opportunistically on the magic of all that you can. Once Twilight Sparkle and her friends have arrived to deal with the situation, I will reveal myself, and together we shall obliterate Twilight, her friends, the other princesses, and all others who stand in our way. By evening, we shall rule Equestria!”



“Golly, that sounds like a pretty great plan!” Cozy said with a big smile. “You’re such a great leader, Mr. Grogar!”

“Save your flattery for your marks,” Grogar retorted. “I am here to organize the lot of you into an effective force! Remember, each of you is powerful, but only when we work together can we defeat Twilight Sparkle and her friends!”

“What about Discord?” Tirek asked. “Won’t he just snap his talons and teleport us back to Tartarus?”

“You leave Discord to me,” Grogar answered. “I have acquired an artifact of great magical power that will allow me to defeat him.”

Chrysalis felt a potent mixture of fear and excitement. She wished there was a word to describe such a feeling. Excitinervous?

“Well, I’m just a kid, but I know that it’s important to have contingency plans. What if Twilight and her friends don’t come to Canterlot?”

“Then we’ll make them come,” Grogar said with a voice like cold stone. “When they are aware that their beloved princesses are in our hooves, they’ll run right to their own destruction.” He gave a smile that chilled Chrysalis to her gooey innards. “They are heroes, and they will behave heroically. We can exploit this to gain victory!”



Tirek hunched down atop of a Canterlot plaza, watching the action with a pair of binoculars Chrysalis had stolen. It really was amazing just how much hatred Cozy could inspire in ponies’ hearts, and how expertly Chrysalis wore the appearances of other royalty. He licked his lips in anticipation of his turn in the mission. For too long had he been weak and small. Soon, he would have a body as powerful as his mind!

He received a whisper from thousands of feet away. “It’s time. Begin your feeding upon pegasi and unicorns, but keep hidden! We don’t want the guard to know of our involvement yet.”

Grogar had bewitched his minions—oh, how Tirek loathed that word—so he could communicate with them and synchronize their activities.

“With pleasure,” Tirek whispered back. He opened his mouth wide, and devoured the magic of a nearby upper-class unicorn. The unicorn stumbled, and then lay flat upon the ground. Tirek executed this procedure this several times more, on pegasi and unicorns, but never earth ponies, his musculature growing each time.

A few moments later, Cozy fluttered over to the drained stallion. “Oh no! Something bad must’ve been in the food. If the earth ponies did a better job making sure their food was safe, this never would’ve happened!”

The other unicorns and pegasi nearby nodded. One shouted, “We should go give ‘em a piece of our mind!”

“Yeah! This is all their fault!”

“Earth ponies have been selling low-quality food for years! My uncle got sick when I was a filly!”

Luna flew down to the malcontented pegasi and unicorns. “Citizens, please. What are you fighting about?”

“The earth ponies are selling low-quality food, and it’s getting us sick!” The outraged mare pointed to the semiconscious ponies strewn about.

Luna rolled her eyes. “They look fine to me. Maybe you need to toughen up, like earth ponies do.”

Cozy gasped. “Princess Luna must be an Earth sympathizer!”



The ponies surrounding Cozy Glow nodded angrily, and moved closer to Luna.

“You should care for all your subjects!”

“Pegasus lives matter!”

“Unicorns are a proud and ancient race. We will not be treated like this!”

Luna—or Chrysalis, as she had to be—snorted. “A proud race? You couldn’t even hold your own against the incursions of the Pegasus Imperium. You’re a bunch of weak-willed fops. I guess it makes sense you have such weak stomachs too.”

The unicorns gasped in horror, while the pegasi nodded. The martial tradition of the pegasi was legendary.

“You know, I think Princess Luna’s right about that,” Cozy said. “The pegasi are really the only tribe that has ever managed to stand up for itself. Doesn’t it seem fair that we should rule?”

The unicorns whirled on the pegasi they had just been standing beside. “Never trust a pegasus! Backstabbing birdbrains!”

Cozy snuck off, and Chrysalis likewise vacated the area. The argument seemed to be heading towards a riot now.

Tirek allowed himself a grin. Rinse and repeat, and Canterlot would be theirs.

——



“So, who’s ready for a beach vacation?” Pinkie asked the others around the cutie map.

“I most certainly am,” Rarity said. “Beachwear is so in this season!”

“Aww yeah, surf’s up!” Dash said with a cocky grin.

Spike flexed his small muscles. “Hope you ladies are ready to see a muscular dragon. Oh wait, you do every day!” He missed the eyerolls from the others, as he was too busy admiring his own physique.

But further discussion was cut short by flashing cutie marks and scales. The cutie map showed them all in Canterlot!

“Eugh, and I had just packed for the beach!” Rarity whined.

“Hey, don’t worry!” Pinkie said, smiling reassuringly. “Maybe it’ll be a quick friendship problem and we’ll be back here in no time!”

“Really?” Applejack asked. “When the map called all of us?”

“It could happen!” Pinkie insisted.

Spike burped, a scroll with the royal seal appearing in his claws.

He unfurled the scroll, skimmed it, and sighed. “Looks like that isn’t happening, Pinkie.”

“What is it?” Fluttershy asked, concern in her eyes.

“What’s going on?” Twilight echoed.

Spike sighed again, and read aloud,

>Dear Princess Twilight,
>Canterlot is currently suffering something of a riot. Three loose factions have emerged: earth ponies, pegasi, and unicorns. Normally, the Royal Guard would be enough to contain the crisis, but reports of guardsponies receiving contradictory orders keep following in, and there seems to be a recurrence of the sickness that struck on the eve of the Summer Sun Celebration.
>If you could come and lend your reason, we might be able to calm everypony down. Having your friends along would also be a major boon—as they’re not alicorns, they might empathize more with them than us.
>Your friend,
>Celestia

Rarity looked aghast. “A riot in Canterlot? Imagine all the beautiful architecture that might be getting smashed!”

“Not really the point, Rarity!” Applejack said with irritation. “Twilight, we’ll go, right?”

“Of course,” Twilight said. “Let’s head out.”



Spike reclined on the train couch. Despite their vacation being cancelled at the last minute, he was determined to squeeze as much R&R out of his trip as possible.

Across from him, the girls were discussing when they could reschedule their trip. He smiled at the sight. Hilarious Pinkie, brilliant Twilight, enthusiastic Rainbow, dedicated Applejack, sweet Fluttershy, and… Rarity. The beautiful, amazingly built Rarity. From her perfectly hooficured hooves to her sterling horn, she was the most beautiful mare he’d ever met. And that was just her outside. On the inside she was generous, kind, inspired, creative, and so much more. He’d loved her since he first laid eyes on her.

But she just wasn’t interested in him the way he was in her. And… it wasn’t like there weren’t others he’d had his eye on. Their faces flashed through his mind: Sweetie Belle. Ember. Thorax. Smolder. Gabby.

Rarity would always be his first crush.

But she wouldn’t be his last.

He took a deep breath, forced his wings back into their resting position, and forced himself to think about something else than the creatures who made him feel that way.

Ogres & Oubliettes! That was something else. But that had Princess Schmarity… and Skellinore…

“GAAAAAAH!” he screamed. The girls turned to look at him. He blushed magenta and said, “Pinched my claw, heh heh.”

“Oh, poor Spikey-Wikey!” Rarity said sympathetically. She trotted over to him, her perfume making his condition even worse. She examined his “hurt” claw, and soothingly stroked it. “Feel better?”

“Y-yeah, thanks, haha,” he said, sweat dripping down his face. “I’ll just rest it, okay?”

“Of course, Spike! It’ll be better in no time!” Rarity walked back to her seat, and Spike wiped the sweat out of his eyes.



Twilight looked out the window, down at Ponyville. Though she did her best to hide it, fear clutched at her heart. A race riot in Canterlot? How could this HAPPEN?

What about her parents? They were unicorns, after all. The thought of them getting hurt pierced her to her core.

Twilight narrowed her eyes. No. That wouldn’t happen. She wouldn’t let it. She flexed her wings, feeling raw power flow through her. A wellspring of electric fire burned in her heart, and she let it flow outward to her extremities.

“Alright girls,” she said aloud, “Pinkie, Applejack: you two calm down the earth ponies. Fluttershy, Rainbow, you take the pegasi. Rarity, the unicorns. Spike, stay close to me.”

“What are we gonna do, Twilight?” Spike asked.

“Get the royal guard in order. Something’s going on with them, and we’re going to get to the bottom of it.” She stood up, and placed her hoof forwards. “Together, we can do it.”

Pinkie, Fluttershy, Rainbow, Rarity, and Applejack placed their hooves on hers, and Spike placed his claw atop them all.

“Aw, shucks. Solvin’ a friendship problem? It’s been a while since we did this hooves-on!” Applejack said with a confident smile.

“Yeah. Seems like we’re always dealing with some rampaging monster or villain trying to conquer Equestria,” Dash chuckled.

Twilight allowed herself a small smile. With her friends were by her side, she knew things would be okay.



The moment the train ground to a halt, Pinkie leaped out of it. “Alright, Canterlot! Who’s ready for a party?”

A few ponies perked up at her words. “Pinkie Pie?” a unicorn asked with hope.

“The one and only!” she replied with a big grin. “I heard there’s an argument here?”

“No argument, just a crime! The unicorns are draining the magic of earth ponies and pegasi!”

“What? Earth pony low-quality food is making the rest of us sick!”

“You’re both wrong! It’s the pegasi who’ve been putting chemicals in the clouds that turn the freakin’ unicorns powerless!”

“Really?” Dash snorted. “Do you actually think we do that?”

The stallion who’d made that claim looked a little abashed.

Rarity strode forward. “Really, all this clashing is so uncouth. Can’t you just talk your problems out?”

The assembled ponies seemed to waver, so Fluttershy took the ball. “I understand you all have problems with each other. But please, just calm down. You have my word that Princess Twilight will make sure the other princesses hear you all out.”

Pinkie could feel her Pinkie sense going haywire, and she leapt forward onto a pegasus. “Wha—?” she cried, as Pinkie pushed her out of the way of a falling anvil.

“We’re on your side!” Applejack insisted. “All of yers! Now come on, tell yer friends to stop fightin’ and head to the castle all peaceful-like!”

Pinkie saw ponies all around taking deep breaths, and settling down. She knew that she was in the right team for the job.


Chrysalis stepped into an alley, and dropped the disguise of one of those silly pony aerial performers. Wonderbolts, she recalled.

“You’re doing well, Chrysalis,” Grogar grudgingly praised. “But be more cautious now: Twilight Sparkle and her friends have arrived. Proceed carefully.”

Chrysalis focused, and let the emerald fire wash over her chitin. Bones grew inside her, her exoskeleton melted away to a soft, fragile skin, fur sprouted across her, feathers replaced membrane, and in less than a second, she was Rainbow Dash.

Being queen was wonderful.

She darted out of her alley, and roughly shoved some important-looking unicorn to the ground. She stuck out her tongue, and flew off, as he yelled after her. “Ruffian! Get back here this instant!” Of course, he stood no chance of catching her.

But being a revolutionary was nearly as much fun.

——

Cozy Glow put on her best scared face, extracted a hint of a tear into one eye, and slowly trotted up to a guard. “M-mister?” she sniffled.

“What’s wrong, kid?”

“I don’t know where my mom is. We got separated. C-can you come look?”

The guard sighed. “Kid, I’m needed to help with the big fights.”

“I understand… *sniff*. You must have a lot of work to do…”

He winced. “I’ll help you find your mom. Where did you last see her?”

“Right over there,” Cozy said, sadness dripping from her voice. She was pointing to a dimly lit side road.

The guard cantered down towards it. As soon as he reached it, he collapsed over, his body suddenly atrophied. Cozy looked horrified as she ran over to him. “Are you okay, mister?”

“So… weak… tell the captain… medic…”

“Don’t worry,” she reassured him soothingly, a comforting smile on her face. “I’ll take care of it!”

She flew back over to another guard. “Help! Something bad happened to another guard! He needs a medic!”

Cozy knew Tirek would be getting a lot of power from all these guards…



Twilight entered the throne room. “I have good news. Things are calming down out there. But we need to figure out how this happened—and prevent it from happening again.”

Celestia nodded solemnly. “Gather your friends as soon as you can and bring them back here. They may be able to offer insight that myself and my sister miss.”

“Should we ask Shining Armor to come here? Maybe he’ll be able to sort out the guard crisis?” Twilight asked.

“We already have somepony else working on that,” Luna said with a faint smile, and gestured outside. Flash Magnus was ordering his troops back and forth. “He told us that a group of guards all came down with the same enfeebling illness. Perhaps you and your friends can find out the source?”

Twilight’s heart ro. “We’ll do our best.”

She dashed back outside, her wings beating with purpose. Down below, she spotted her friends leading a discontented group that had stopped being an angry mob towards the castle. Twilight started to descend, but a flash of green light from an alley caught her eye.

Green light? But that was…

Twilight flew low over it. Nothing.

She rubbed her eyes. Was the stress getting to her? Or was Queen Chrysalis here in Canterlot?

She shook her head, and completely missed the fly that was zipping down a hole into a hidden underground cavern.



“Hey Twilight!” Pinkie said with a grin. “What’s up? Spoiler: it’s you!”

Twilight couldn’t help but laugh at that. “Come on guys, the sisters need our help!”

“But these ponies here need our help too!” Fluttershy insisted. “They all have some real complaints. And they need to be heard!”

Twilight looked from the crowd of angry ponies to the palace, and back again. It was time for a decision. She looked to her friends for guidance, but found not a single word needed to be spoken. She knew what they were thinking.

“Attention everyone,” she shouted with the Royal Canterlot Voice. “My friends and need to talk with Princesses Celestia and Luna, but I promise we’ll be back out to address your complaints as soon as we can!”

Pinkie bounced forward to beside her, Rarity pranced, Applejack trotted, Rainbow dashed, Fluttershy strolled, and Spike, her ever-faithful assistant, proclaimed, “We’ll be back soon!”

The seven of them left the crowd behind, and strode into the magnificent halls of Canterlot’s royal castle.



In the topmost layer of the caves beneath Canterlot, a fly was engulfed in a wave of sickly green fire, and Chrysalis strode out of the blaze. Despite the external similarities between changelings and ponies, their innards were vastly different, and transforming into one always felt uncomfortable. Insects were so very preferable to ponies—they kept their skeletons on the outside where they belonged.

She’d been to these caverns so long ago, in her first invasion of Canterlot. They’d served as a splendid prison for Twilight and the real Cadance. The bitter irony of having to hide in them herself now was not lost on her.

Across from her sat Grogar, Father of Monsters. A palpable aura of menace extended from him, and not for the first time Chrysalis reflected on how lucky it was that she was on his side. The thought of him marching on her hive gave her nightmares.

Chrysalis pushed such thoughts aside. He was on her side. That was what mattered right now.

“Where are the others?” Chrysalis asked.

“Tirek is making his way down here as we speak, and Cozy Glow is leaving a parting gift to Twilight Sparkle and her friends,” he answered. “Once everyone is here, we’ll make our move.”

Chrysalis didn’t have to wait long. Tirek and Cozy arrived within 5 minutes of her own appearance.

“Now, I am going to let the three of you have the spotlight for the start of the fight. You may lose this portion. Fear not, for if that happens, I will intervene.” A predator’s grin crept across Grogar’s face. “A moment of hope just before all is lost makes victory all the sweeter.”

Tirek nodded. “I have an enormous amount of power at this point, and I gather Chrysalis does as well. We should be able to at least hold the princesses evenly… assuming Discord doesn’t defeat us instantly.”

“Don’t worry about Discord. I’ll deal with him.”

Chrysalis raised an eyebrow at Tirek. Deal with Discord? That sounded only slightly less dubious than “turn the sun purple.”

“Now, begin your attack. I will join you at an opportune time.” He breathed onto his scrying orb, and smoke engulfed the three villains. A moment later, they found themselves at the front gate to the castle.



“Oh, now that’s a lovely idea, darling!” Rarity said. What Applejack had just proposed made a lot of sense.

“This sounds like a good plan,” Luna agreed. “Are we all in agreement, then?”

But approval was cut off by a panting guard in front of the corridor. “Tirek… returned… he’s coming…” she gasped, before fainting.

Dash narrowed her eyes. “Guess we have to lay down another friendship laser on another villain again, huh girls?”

“If I’d known we would be fighting, I would have delayed that hooficure until tomorrow,” Rarity complained. “But since we’re here—let’s get dangerous!”

“I’ll just… be over there,” Spike said, running to a corner beside the throne. “But I’m cheering for you guys!”

Celestia and Luna walked off their thrones. “Just like old times, eh sister?” the Princess of the Night asked with a smile.

“I wouldn’t have it any other way,” Celestia replied.

A rhythmic thumping put an end to their discussion. The Mane 6 formed up into battle positions, with Celestia and Luna charging their horns.

Then the time for waiting was done. Tirek kicked the doors down. “Well, isn’t this fitting? All my enemies in one place.”

“Ya really think ya can take us all by yerself?” Applejack asked with a smug smile.

“No, I don’t,” Tirek admitted. “But I’m not by myself.”

A tiny speck on Tirek’s side grew outward, expanding into the now deposed Queen Chrysalis. “You ponies aren’t the only ones who can work together,” she taunted.

“Are you two behind the mischief that’s ruined our vacation?” Rarity demanded.

“We can’t claim all the credit,” Tirek replied in a silken voice.

“I helped too!” a young female voice interjected, and Cozy flew in after them. “And just so you know, it seems like ponies are demanding elected rulers now. I wonder why that could have happened…” she said innocently.

“And together, we can take you!” Chrysalis declared.

Enough had been said. Rarity felt the surge of harmony from her companions. A rainbow glow moved to engulf her…



And a ray of orange and green lightning crashed into their shield.

It held, but Rarity felt a pounding headache. These villains had learned how to work together after all.

Celestia and Luna’s beams joined in with the Elements’, and they began to push back towards the assembled villains.

“You big meanies!” Fluttershy cried. “Look at all these poor geese you’re upsetting!”

“You ruined our beach day!” Rarity added.

Chrysalis and Tirek were sweating hard. It was clear they were struggling to keep their beam up. Cozy whispered something to them, and they grinned.

They broke their laser off, dived out of the way of the friendship blast, and quickly fired off another one at Spike.

Twilight jumped to interpose, raising a shield to blunt the blow, but even with it she was knocked to the ground.

“It seems we’re about evenly matched,” Cozy said with an innocent smile. “You’re more powerful than us… but we know who you care about, and as long as you’re protecting them, you can’t beat us.”

A bird claw tore through the fabric of spacetime, and a very angry entity stepped through.

Discord, the Spirit of Chaos and Disharmony, had arrived.



Cozy felt terror creep into her. What if Grogar wasn’t able to stop Discord? What if he just let the draconequus deal with them to avoid potential rivals? Had he foreseen their betrayal of him?

Tirek focused his magic to drain Discord’s power, but Discord snapped his fingers and suddenly the three of them were pinned under huge cakes. Tirek and Chrysalis had magic-suppressing rings poof onto them as well.

Discord stared at Tirek as if he were something he’d stepped in. “Really? You think that trick would work on ME? You only were successful with it last time after you already had nearly half the magic of Equestria.” He turned to the other two. “Now, how shall I deal with you? Back to Tartarus? Trapped in Ogres and Oubliettes?” He grinned. “Wait, I know. There’s a lovely dimension I can put you in. Waiters always ready, white sand beaches, you’ll love it!”

He reached out to claw open reality under them, when Fluttershy reached out a hoof to stop him. “Ummm… Discord… that seems a little harsh. Maybe just put them back in Tartarus?”

“I agree,” Celestia stated. “Discord, please restrain yourself.”

Cozy couldn’t believe this. Discord had them completely helpless, Grogar was nowhere to be found, and the very enemies they’d come to destroy were now intervening on their behalf! It was the ultimate humiliation.

“Ugh, fine, be predictably merciful,” Discord muttered. “Just for the record, when they escape, I get to say ‘I told you so.’“

“That isn’t an eventuality you’ll need to worry about, Discord,” a low, growling voice uttered.

Discord whirled to face him. “You!?”

Grogar nodded once. “Me.”

——

Gasps rang out from among the ponies. “Grogar’s real?”

“Ah thought he was just a story!”

“Real just means he’s real enough for us to take him down!”

“We can do this,” Twilight declared. “Now, as one—together!”



The assembled ponies fired off a massive ray of pure prismatic light at the ram lord. But as it crashed into him, no adverse effect seemed to take place—in fact, he looked as if he’d just been through a refreshing spring rain.

Discord snapped his claws, turning the floor around Grogar to whipped cream. Grogar snorted, and created a barrier of yellow light under him to avoid falling in. “Is that the best you can do, spirit of pranks and minor annoyances?” He shot a laser towards Discord, which was transmuted to confetti with but another snap.

“Are you worthy of my best?” Discord shot back, and snapped his fingers once more. Reality itself twisted into a knot where Grogar stood, and a portal to the Realm of Chaos yawned wide. A moment later, it sucked Grogar in.

Fluttershy cheered. “Way to go Discord! I knew you could do it!”

“Well, that’s that,” Discord summarized. “Now, I’ll put these three in Tartarus, and then we can all head to the bea—”

A yellow portal opened not three feet from Fluttershy, and Grogar stepped back in. He growled, “I grow tired of your games, Discord. And of you.” He fired a beam of jaundiced energy right towards Discord, who snapped his claws yet again…

And nothing happened.

The beam collided right into him, and he gasped in shock. As the energy rippled through his composite body, he faded away. Discord was gone in less than five seconds.

Fluttershy screamed. “DISCORD!” Tears flowed freely down her eyes as she looked at the spot he’d just stood. “Come back! This isn’t funny! Please be faking… please be faking…”

Pinkie looked horrified, her jaw hanging nearly to the floor. “You just… you just…”

Twilight looked at Grogar in fear. “What… are you?”

“This world’s new master,” Grogar said, his face split in a dark smile.



Cozy cackled. “Did you really think you could take us even with Discord? We wouldn’t have come here if we didn’t have a plan to deal with him. And Grogar here is that plan!”

Celestia and Luna shared a solemn glance, and then fired down at Grogar with all the power of the Sun and Moon united. But once again, the magic had no effect. Instead, the orbs around his neck glowed with newly captured energy.

“I believe you would like to attend to these gnats in my throne room?” Grogar asked his three followers. With a flash of his yellow magic, the orbs around his neck detached and flew towards Chrysalis and Tirek. They grabbed them as if they were candy. They surged with power, and easily turned the cakes trapping them to dust.

The two of them smiled at their foes, and unleashed a torrent of raw magic together. Cozy hovered between them, grinning. Oh, this was absolutely delightful! They’d thought they’d beaten her, and now she got to watch them get obliterated just after the soaring heights of victory!

Tirek and Chrysalis focused harder, their magic tying together to amplify its own resonance. The orange-green beam slammed into their foes’ shields, increasing in power every second. Cozy let out a shout of delight.

Revenge was a dish best served cold.



Behind the shield, Twilight felt beads of sweat running down her face. She’d only just gotten back into position in time to repel the initial blast. She wasn’t an expert on defensive magic the way her brother was, but she knew enough to be certain of one fact:

This shield was going to break soon. Within 60 seconds or so.

In light of this knowledge, she had a difficult choice to make. Should she teleport herself and her friends away to safety, and return when they were stronger—perhaps with reinforcements such as Starlight and the Pillars? Or should she make a risky, even crazy play here and now, but possibly lose any chance for victory later?

She saw the fear on her friends’ faces, the utter terror in little Spike’s eyes, and the searing determination of Celestia and Luna in front of them.

She thought though the possible outcomes. At best, if she used her most powerful offensive magicks, she could disable Chrysalis and Tirek. But that still left Grogar free… and given what he’d done to Discord, she wasn’t sure if she could hurt him at all.

Celestia seemed to read her mind. “Teleport away,” she said. “We’ll hold them off as long as we can.”

“You have to come with us!” Twilight insisted. “I need you!”

Celestia replied, sadness and pride tingeing her voice in equal measure, “You have them. They’re all you need to prevail. Including us in the teleportation spell might throw the whole thing off—or drag their beam with us to crush us anyway. No more fighting—go! Now!”

Tears welling in her eyes, she turned to her friends, and cast her spell.

The world spun around her, but she had just enough time to see Celestia and Luna’s shield shatter and the beam fly on through.



Tirek let all the magic flow through him, flying towards his targets. Chrysalis beside him matched his every casting, their spells uniting in a bolt far more powerful than either could achieve alone. He felt giddy. This was the power he’d missed for so long!

The princesses’ shield was breaking. Both of them were clearly running out of power. He smiled. Oh, how long he’d waited for a moment like this!

Cozy rested atop his shoulder. She looked horrified and pointed just past the princesses. “Discord’s back!”

Luna turned to greet her ally… but there was no one there. Cozy really was a master of manipulation.

This was the moment he’d been waiting for. With the distraction and subsequent disappointment, Luna’s magic wavered. Tirek let out everything he had, and felt Chrysalis do the same beside him.

The blast tore through the palace’s spire, and when the dust was clear, no sign of the princesses was to be found.

“We did it. We did it!” Chrysalis cheered.

“We did,” Grogar agreed, “but Twilight Sparkle and her friends managed to escape. You will hunt them down and destroy them.”

“What about you?” Tirek asked.

Grogar gave a smile that chilled even Tirek to the bone. “I’ll do some remodeling.”



Twilight hit her castle floor hard, and didn’t get up. Pinkie hurried to beside her. “Are you okay, Twilight?”

Twilight looked up at her friend. “No. I’m not. We ran away. Celestia and Luna… I don’t know what happened to them. I don’t know if they’re okay. I don’t know if Discord is okay. I don’t know if Canterlot is okay!” She buried her face in her wings. “I just want to hide in my room forever and never come out. I want to wake up and find out this was all a nightmare, and everything is fine.” She looked up at Pinkie, the tears now streaming down her face. “But… it’s not.”

Spike stroked Twilight’s back. “We always find a way to win, Twilight. Always.”

“But our enemies have never worked together before,” she protested. “They… they all cooperated. Perfectly.” She let out a pained little laugh. “Cozy applied our own lessons in that fight!”

“Ya know what you need, sugarcube?” Applejack asked. When Twilight shook her head, Applejack gave her a comforting smile. “A big group hug.” She embraced Twilight. Spike followed suit, then Pinkie, then Fluttershy and Dash and Rarity.

“Twilight, we’ve beaten every bad guy we’ve ever fought,” Rainbow encouraged. “And we’ve already taken down three of these four.” She gave a cocky but kind smile. “They’re gonna wished they’d stayed home!”

“I’m going to make sure of that,” Fluttershy added, a cold rage in her voice. “Nobody does that to Discord and gets away with it.”

“I’ve had quite enough of losing,” Rarity said. She brushed herself clean of dirt. “Now, let’s gather our allies, and take back Canterlot!”

“That… might be hard,” Pinkie said, her voice suddenly as sad as Twilight’s had been.

“Well of course it’ll be hard, dear, but that’s why we’ll get as many allies as we can!”

“Impossible kind of hard,” Pinkie clarified. She pointed out the window.

Canterlot Castle was destroyed.



Shining Armor was relaxing in the royal hot tub with Cadance when one of his guards ran inside. “Pardon the interruption, your majesty, but I have received a… disturbing report from Princess Twilight. Should I read it aloud?”

“Go ahead,” Cadance said.

>Dear Shining and Cadance,
>Chrysalis, Tirek, and Cozy Glow have returned, and they’re being led by Grogar.
>Canterlot Castle has been destroyed.
>Celestia and Luna are missing. Discord was… dispelled, or something. We fear the worst. Please come to Ponyville as soon as possible. And be on guard—the villains are working together now. They’re a much more effective force than we’ve had to fight before.
>Your LSBFF,
>Twilight

Cadance and Shining looked to each other, and jumped out of the hot tubs. “Take Flurry and hide her somewhere safe,” Shining ordered the guard. He levitated a towel onto himself. “Ready to fight, honey?”

“I still owe Chrysalis some payback for impersonating me,” she answered with a smile.

——

Starlight Glimmer ran into the room with the Cutie Map, Sunburst at her heels. “I saw what happened to Canterlot Castle,” Glimmer said, the words rushing over each other. “Are you all alright?”

“Yeah,” Spike said. “But Tirek, Chrysalis, and Cozy are back, with Grogar as their leader. And… Discord isn’t.” He gestured to a weeping Fluttershy. “We aren’t sure about Celestia and Luna, but… well, the bad guys are nasty.” He averted his eyes.

“Why did you call me?” Sunburst asked. “I’m no warrior.”

“No,” Twilight said, her face hardened with determination, “but you know just about every spell ever written. You might be able to advise us on something we’ve missed. And Starlight here is my equal in magic. Her aid will be invaluable.”

Starlight nodded. “Okay. Take down four of the most powerful villains Equestria has ever faced all working together… no pressure, haha! It’ll be fiiiiiine!”

“It won’t be easy,” Applejack agreed, “but we’ll win. Because losin’ is something I can’t accept.”



“So let me get this straight,” Cozy began. “We just defeated three of the most powerful beings in Equestria and took over Canterlot, and now instead of consolidating our rule and establishing a new empire, all of us but you are going to track down some of our remaining enemies?”

“Yes,” Grogar confirmed.

“It’d be too easy for them to rise up and try to overthrow us,” Cozy argued. She knew from personal experience how much ponies were pudding in the hands of a skilled manipulator. “We should be making our rule stable.”

“That won’t be necessary,” Grogar coldly said, “because I have no intent to rule Equestria in its current form.”

“You don’t?” Chrysalis asked skeptically. “Why did we invade here, then?”

“Because here was the best place to gather our foes and remove them all with one stroke. More importantly, it’s the perfect place to begin setting up the kind of empire I do want to rule: an empire of monsters, where my sons and daughters take what they please and destroy the rest!”

“What about us, then?” Tirek asked. “I intend to have a sizable swath of ponies bowing to my every command.”

“You may each take a section of the world, AFTER you deal with Twilight Sparkle and her friends!” Grogar glared at Tirek, irritation on his face more frightening than rage on the centaur’s. “It is of the utmost importance that they not get away, or they WILL find a way to stop us!”

“Now, leave me,” he ordered. “I must begin a very delicate procedure. Even with my talents at magic, this will require absolute concentration.”

Cozy nodded to her two compatriots, and together the three of them exited what was left of the throne room. She snuck a glance over her shoulder, spying Grogar carving sigils on the floor.

What was he up to now?



As soon as they were out of earshot of Grogar, Cozy motioned for the two beside her to stop and talk. With Canterlot almost completely deserted, no one would overhear them even in the streets.

“Is it time yet?” Chrysalis demanded. “I don’t want to have to take one more order from that self-important goat.”

“What use would defeating Grogar be if the ponies came back and imprisoned us again right away?” Tirek asked. “I say we deal with them first, and then Grogar.”

“I agree with Tirek,” Cozy said with a nod. “Twilight and her friends already expect us to fight them. Grogar might not. We should take care of our blinded enemies last.”

Chrysalis sighed. “Urgh, fine. I’ll take orders from him… for a little longer.”



Twilight paced back and forth, her brow furrowed. “Elements of Harmony… destroyed by Sombra. Failsafe spell… I don’t have enough raw power to use it against Grogar. Rainbow Power… that relies on the Tree of Harmony, which was very nearly destroyed. Time travel spell… we’d need Starswirl’s notes for that… argh.” She turned to her loyal assistant. “Spike, take another letter. Send it to Celestia.” She dictated,

>Celestia,
>Are you there? Please tell me you’re okay.
>Twilight

Rainbow gave Twilight a reassuring pat on the back. “She’s probably okay. The princess has been through a lot. She’s tough.” The pegasus narrowed her eyes to slits. “And if she isn’t… I won’t let them get away with it.”

“Back to the earlier topic…” Starlight said, “We still need Starswirl’s chassis of the spell to make progress.”

Sunburst’s eyes flashed. “But Starswirl reappeared with the other pillars. Do you think we could ask him for help on the spell?”

Starlight answered, “Definitely. But we need to find him first, and we’d also need the Cutie Map for that spell… and the villains will be expecting us to be here.” She looked around the room. “Actually, it might be best for us to leave as soon as possible.”

Pinkie grinned her lovably maniacal grin. “Looks like you’re getting your vacation after all, Rarity! Who’s ready for a save-the-world road trip?”

“Well, I suppose the day is still young,” Rarity replied with a gentle smile. “Let’s go on an adventure!”

“They’re probably searching for us already,” Fluttershy said. “Oh, just think of all the poor critters their search must be disturbing! It’s just awful.”

“Where to?” Applejack asked, doing her best to keep everypony focused. “We’ve got a lot of friends all across Equestria.”

“If I were a noble rogue seeking out the beautiful Rarity and her friends, where would I go?” Rarity wondered aloud.

“Well, first off, Ponyville,” Dash mused. “But the bad guys are going to come right here too…”



“The Castle of the Two Sisters!” Spike exclaimed. “Where you all found the Elements of Harmony!”

Everypony turned to look at the dragon. “That makes a lot of sense,” Twilight agreed. “It is the site of our first real adventure.”

“The Pillars we might find at Ponehenge,” Starlight added. “And we have allies in the Crystal Empire, Yakyakistan, the Badlands, the Dragonlands, Mount Eris… really, we have a lot of other nations to call our friends.”

“Assuming they haven’t already fallen,” Sunburst murmured fearfully.

“Maybe we should split up,” Pinkie offered. “That’s a lot of places to visit, and if we don’t split up we can only visit one at a time.”

“The six of you need to stay together,” Starlight insisted. “You’re the best hope Equestria has. Sunburst and can visit our allies.”

“Spike, you’re with us,” Twilight declared. When Spike looked at her, a little confused, she added, “I’m counting on you, little bro.”

“What should we pack?” Rarity asked quickly. “I haven’t had my mane coiffed!”

“Whatever you think you’ll need,” Dash answered. “I’m not taking anything—I don’t want to have to slow down.”

“Strength won’t save us here,” Twilight said. “We’ll need to be swift and stealthy.” She turned towards Starlight. “Just in case… you know… can I have a hug?”

“Of course,” Starlight said, and embraced Twilight. In a moment, the other five Elements had joined the hug, and Spike, and Sunburst.

“I’m so proud of you, S-Starlight,” Twilight whispered, her voice cracking. “You’re the best student a teacher could ask for.”

Starlight wiped her eyes. “And you’re the best teacher a student could ask for.” She forced a smile. “Hey… make sure you’re okay, alright? It’d be really cliché for me to lose you after that kind of speech.”

Twilight giggled. “I promise I’ll do my best. Be safe.”

But the time for words was over. In a flash of pink light, Starlight and Sunburst vanished. In the torrent of emotions, no one noticed that Spike hadn’t burped up a letter.



Tirek thought as he walked. The last time he’d fought Princess Twilight, he’d had the magic of all the ponies of Equestria, plus Discord. Now he had only a fragment of that power, but he had something he hadn’t had in so, so long:

True allies.

He had had Discord before, of course, but Discord was merely a stepping stone to his power. As he looked at the pony and changeling beside him, he realized that he had no desire to ever betray them. When he thought of the world after Grogar was ousted and they ruled, the vision was one of him, Chrysalis, and Cozy ruling together.

Forever.

The revelation made him pause.

Once, long ago, he had had the same bond with another. But that one had betrayed him to his enemies, and he had spent a millennium in Tartarus. Even though over a thousand years had passed since that betrayal, the memory still made him see red.

Tirek somehow knew that sort of betrayal wouldn’t happen with these allies. He didn’t know how he was so sure, but he knew it in his bones:

Their fates would be the same as his was.



Cozy Glow reclined on Tirek’s back. She could fly, of course, but she was just a kid and she didn’t have much endurance yet. Better to save her energy for the looming confrontation.

“Hey,” she began, breaking the silence that had fallen over their group, “once we find those annoying do-gooders, how are we gonna get rid of them?”

“Overwhelming force,” Tirek suggested. “We hit them hard before they expect us.”

“Prey upon their care for each other,” Chrysalis purred. “Lure them away with the sounds of each other, and pick them off one by one.” She transformed into the spitting image of Pinkie Pie. “Oh no, not the cake! Please, spare the caaaaaaake, aughaughaugh,” she fake-sobbed.

Tirek doubled over with laughter, and Cozy was thrown from his withers into the air. She couldn’t restrain her giggles either.

Chrysalis shifted to Rainbow Dash. “Are those my Wonderbolts posters?! You—no, don’t tear them—oh please, have mercy!”

Cozy collapsed to the ground herself, paralyzed by laughter. Chrysalis really knew how to capture the essence of the meddlers.

“Golly, Chrysalis,” Cozy choked out between gasps of laughter, “you’re a riot.” She smirked briefly, before succumbing to laughter again. “Literally!”

Chrysalis smiled, then chuckled, then fell over laughing herself, right next to Cozy and Tirek.

Cozy didn’t think about how easily either of them could vaporize her if they wanted to. She didn’t think about the ways they could bend her mind like a twig or even replace her outright.

She just laughed along with her companions, savoring the joy of the company of creatures who understood.



Chrysalis lay on the dirt. The grass stroked against her exposed chitin, and the cold, nearly freezing wind blew through the holes in her hooves, but she didn’t notice any of that.

What she did notice was the laughter playing across Tirek’s and Cozy’s faces. They were both clearly having the times of their lives, and Chrysalis had to admit that she was as well. This was a fun little adventure. Perhaps by tonight, she’d have her revenge on that sow Starlight Glimmer and that traitor Thorax, rulership of her hive, and a large swath of Equestrian territory.

As she finally caught her breath, she asked, “How would you two feel about retrieving Grogar’s bell right now, and using it against Starlight Glimmer and her friends?”

Tirek mulled it over. “It’d certainly make our battle with them far easier, but it’d also mean Grogar would know of our betrayal and would be ready. I feel that overall it’s wiser to keep it hidden until the very end. The most effective double-crosses are those only revealed at the very last moment.”

Cozy added, “Yeah, I think so too. Speaking of, what were those sigils Grogar was carving into the floor?”

Chrysalis licked her fangs in contemplation. She hadn’t recognized them immediately, but now…

“They’re summoning and creation sigils of some kind,” she replied. “They aren’t there to destroy—he’s trying to create and call.”

“Who would he be calling?” Cozy asked simply.

A moment of silence passed, as each of them thought it out.

“Sombra?” Tirek suggested.

Chrysalis curled her mandibles in disgust. “That fool nearly gave away all our plans, and got himself completely annihilated. Bringing him back from what was done to him is completely impossible.” She rolled her eyes. “So that’s probably exactly what he’s doing.”

“Or… it could be the Windigos…” Tirek said, his voice suddenly concerned.

“Don’t be stupid,” Chrysalis replied. “Nopony’s crazy enough to call the Windigos. There wouldn’t be an Equestria to rule over at that point.”



Tirek thought it over, and nodded. “You’re right, of course. I’m just worried. Grogar’s already something of a loose cannon, and he said he wanted to ‘redecorate’ Canterlot. I have no idea what he’ll do next.”

“That’s why we need to be quick,” Chrysalis affirmed with a quick nod. “We take out the Elements and Starlight Glimmer, and return to Grogar with word of our success—and the bell. And then…”

Cozy gave a wickedly diabolical grin. “Ooh, it’s so lovely! I can’t wait! C’mon guys, let’s take down the Elements!”

The three schemers resumed their walk towards Twilight’s Castle. Although it was unlikely she was there, it was still the first place to look. After all, the Princess had a rather amusing habit of returning to Ponyville after facing an enemy.

“We could just raze Ponyville to the ground,” Tirek suggested. “Even if she’s not there, that should bring her running back.”

“But didn’t she just take the fight elsewhere when you destroyed her tree-library?” Cozy asked. “And if Ponyville’s destroyed, not only will she have no motive to return there at all, she’ll be a lot less merciful to us if she somehow beats us. I dunno about you guys, but I’d much rather go back to Tartarus than get banished to the Moon.”

Chrysalis found herself nodding to Cozy’s argument. As usual, the filly had seen deep into the minds of their enemies.

“Could we hold Ponyville hostage, then?” Chrysalis offered. “As I recall, the Princess has a great weakness for hostages.”

“Knowing Princess Twilight, if she’s fled, they’ve already evacuated all of Ponyville.” Cozy sighed. “If only we’d caught her parents in Canterlot, she’d give herself right up.”

“We can’t dwell on what we should have done,” Tirek said. “Only on what we should do.”

Cozy nodded assent, as did Chrysalis, and the three of them continued their pace towards Ponyville.



While walking, the three of them kept developing contingencies. “So if she’s not there, what will we do?” Tirek asked.

Chrysalis answered, “Check her other likely hiding spots. Canterlot’s ruled out. That leaves the Crystal Empire, Equestria’s allies, the sites of great battles she’s fought, probably every library in Canterlot…”

Cozy’s eyes lit up with an idea. “Let’s put ourselves in Princess Twilight’s horseshoes for a moment. Your mentor is gone. Canterlot has fallen to the most powerful alliance of conquerors you’ve ever faced. Even Discord, the greatest reality-warper in history, is no match. What do you do, after make a list three hundred pages long?”

The other two snickered at her little joke. Chrysalis said, “I’d start rallying my allies. I have a lot of them.”

“But they’re all over the world,” Tirek interjected, “and many of them can’t receive dragon mail.”

“So I split up my group,” Cozy continued, “sending some to one region and some to another.”

“But I don’t want to leave my beloved friends, so I send Starlight Glimmer elsewhere.” Chrysalis spat the name as if it were venom. “Myself and my five best friends go… somewhere.”

“Somewhere everypony on our side will expect us to be, but our enemies wouldn’t think or want to go.”

“Somewhere secluded, but easily reached, ideally with defensive magicks…”

The idea came to the three conspirators at once, as if they’d all been struck by lightning.

“The Tree of Harmony.”

“Of course! That has to be it!”

“Golly, we’re a pretty great team when we all pool our brainpower!”

Tirek gave the filly on his back a little smile. “We are. Of course, we should still check the Castle of the Two Sisters first, just in case. But after that, the Tree of Harmony’s remains are next.”



Points of light danced in Starlight’s vision as she stepped across the world, right back into the School of Friendship. Sunburst stumbled out after her. “Back here?” he asked quizzically.

“I just need to get a few things in order,” she replied. “Remember, there are a lot of creatures here, and we want them to be safe. I think it’s best to send them all home.”

“I agree. It’s best to have them far away as soon as possible. We should tell them the news,” Sunburst said. “But what do we do if they panic?”

“We remind them to brush up on History of Friendship,” Starlight answered with a cheeky smile. “After all, since when have the Elements of Harmony ever failed?”

He giggled a little. “You’re right, Starlight. I’ll go get Trixie, and you get all the students?”

“Sounds good. I’ll be in the cafeteria.” It was currently lunch break, so she only had to visit one spot.

Starlight bounded into the cafeteria at a swift pace, though not that swift. Spending so much of her time focusing on arcane magic had left her muscles somewhat atrophied. She was breathing hard by the time she reached it, and smelled the aromas of the foods of half a dozen species.

She lifted herself into the air with magic, and proclaimed, “Attention everyone. Attention. I have something important to say.”

The room quieted down, with only Gallus muttering something about unneeded interruptions of a good meal.



“So, you know how King Sombra destroyed the Tree of Harmony when you were all on break?” Starlight asked. Creatures around the room nodded and murmured agreement. “Well, something similar might be going on now… so myself and your vice principal have decided to send you all home early. Pack your things.”

“Will ponies be okay?” Yona asked fearfully.

“I think so,” Starlight said. “But just in case, we’ll contact every one of Equestria’s allies for help. Now go pack your things; we don’t want to be here when our enemies arrive.”

“Enemies? Who?” Silverstream looked around. “Is the Storm King back?”

“No,” Starlight answered. The hippogriff sighed, relief spreading across her face. “But Tirek, Chrysalis, Cozy Glow, and Grogar are.” In an instant, panic spread across the room, as terrified creatures dove under the tables.

“Chrysalis?!” Ocellus actually screamed. “She’s back!? Oh no, oh no, no no no no… we have to warn Thorax! Pharynx! The hive needs to be ready for her!”

“Everyone, calm down!” Starlight shouted. She took a deep breath. “Your former teachers are working on it right now, as am I. It’s my job to get you all home safely and rally your countries to help save the world.”

Slowly, calm returned to the room. Silverstream poked her head out from under a table.

“Now, everyone, go pack right now, and then head for the train station.”

The students filed out of the room, and towards their dormitories.

——

Sunburst knocked on the guidance counselor’s office. “Trixie? Are you in there?”

“The Great and Powerful Trrrrixie is always ready to help!” the mare’s voice replied, and with a flourish, she opened her door. “What do you need help with, Sunburst? Confessing your feelings to Starlight~?”

“W-what, no! No, I-I mean, we need your help. Follow me, I’ll explain on the way.”



Starlight smiled as Trixie and Sunburst returned. “All ready to go?” she asked.

“Yep! Got all my stage magic set.”

“Take us there, Starlight.”

Starlight stepped close to them, and in a torrent of light, they were gone.

If any of them had thought to look outside, they would have seen six students sneaking off. But as it was, no one realized that Gallus, Smolder, Sandbar, Yona, Ocellus, and Silverstream were leaving on a mission of their own.

——

Once they were out of sight of the School of Friendship, Gallus looked to his five friends. “So, how are we gonna do this?”

“I say we show those bad guys exactly what we think of them!” Smolder answered, pounding one fist into the other with a cocky snarl.

“You haven’t seen what Chrysalis can do!” Ocellus replied weakly. “She’s so powerful and scary.”

“And Tirek’s really bad news too,” Sandbar agreed. “He drained all my magic once!”

The six of them sat down among the boulders, and got to thinking.



Pinkie marched through Ponyville, singing a song that was both familiar and unfamiliar.

>My name is Pinkie Pie (you know!)
>And I am here to say (once more!)
>It’s time to leave Ponyville ‘cause bad guys are back today

>It doesn’t matter now (no sir!)
>If you are brave or tough (go flee!)
>‘Cause saving all my friends is what Pinkie’s here to do
>‘Cause I love to see you safe, safe, safe (yes I do!)

She sang a few more verses, cheerful despite her rather dire message. She smiled wide as she saw ponies taking her advice and leaving Ponyville. With everyone from Derpy “Muffins” Doo to Lily fleeing, Ponyville seemed to shift to a ghost town.

And she was here to giggle at the ghosties!

——

Pinkie bounced along, her voice rambling on one of her funny stories while her mind wandered. The dirt of the Everfree Forest repelled her with each jump. Sproing!

Sure, riots in Canterlot had been bad. And the fact that nopony knew if Celestia, Luna, and Discord were okay was sad. But something still burned in her chest: the practiced optimism of a pony who had seen her home nearly destroyed a dozen times. Besides, if worse came to worst, she always had her failsafes.

“…And then I was like, ‘Oatmeal!? Are you crazy?’“ she finished.

“Oh Pinkie, I haven’t heard that story in ages,” Rarity said with a twinkling smile. “It’s such a great one.”

“Less stories, more taking down bad guys!” Rainbow grumbled. “We need to protect Equestria!”

“We can’t protect Equestria if we can’t protect ourselves,” Pinkie answered, “and we can’t protect ourselves if we’re all sad and gloomy. Stories and jokes are how we keep the fear away!”

Dash put a hoof on her chin in contemplation. “You know, you actually might be right, Pinkie. I guess jokes do help save Equestria after all.”



Rainbow checked behind her again. Her hooves were aching to be buried in some centaur face. No matter what Pinkie tried, Rainbow’s mind always wandered back to the blast of light pressing on the princesses, Twilight’s tear-stricken face as she prepared to teleport, and the startled expression on Discord as Grogar’s beam erased him. The memory made her wings burn with fury.

“Ooh, when we catch those four, they’re gonna be sorry!” she grumbled aloud.

“Darn tootin’,” Applejack agreed. “Nopony gets away with destroyin’ Canterlot!”

“Now girls,” Fluttershy admonished, “Remember, we don’t know why they’re doing all this in the first place.”

“We can ask them when they’re in Tartarus,” Rainbow said with a roll of her eyes. “They’re bad guys. Even if someday they’ll be good like Starlight or Discord, it’s up to us to stop them now.”

“Well, I was able to talk Starlight out of being evil,” Twilight said, “and she and I convinced Stygian as well…”

“But even then, we still banished the Pony of Shadows after saving Stygian,” Rainbow argued. “And Grogar erased DISCORD! The others might’ve, you know, gotten rid of the princesses!”

“I completely understand your anger,” Rarity said, “but remember, we’re trying to save Equestria, not mete out justice.” She winced as she stepped into a puddle of mud. “Really, we should get this path paved.”



Fluttershy beat her wings in a steady, slow rhythm. Everfree Forest wasn’t nearly as scary as it had been the first time she’d ventured in all those years ago, but it still gave her the chills.

“Do you think Ponyville will be okay?” she asked. Visions of the town leveled by orange-green beams flooded her mind’s eye.

“If it isn’t, we’ll rebuild it,” Applejack said confidently. “Our little town’s been through a lot, and I think I’m pretty good at repairin’ things, if I do so say myself.”

“We can throw a fixing-up-Ponyville-for-the-sixth-time party!” Pinkie suggested.

Fluttershy couldn’t help but giggle at that. The laughter spread like fire among the others.

After it had quieted once more, Twilight said, “I’m sure that no matter what we face, as long as we’re together we’ll prevail.”

“You aren’t freaking out? Who are you and what did you do with Twilight?” Rainbow joked. “And what did you do with her giant list?”

Twilight rolled her eyes. “I know I’ve freaked out a lot in the past, but I’ve come to really believe in you five. Not a single villain we’ve ever faced has managed to stand up to us working in tandem.”



At last, the Mane 6 and Spike arrived at the Castle of the Two Sisters. It was as majestic as ever, though its cold elegance was somewhat tarnished by the crystalline treehouse within.

“Hello? Anypony here?” Applejack shouted. Her voice echoed back from the canyon just behind them.

“They must still be coming,” Twilight said, not sounding like she believed her own words. “Let’s wait inside.”

“That way, we’ll be more likely to get the first strike,” Rainbow added.

The seven entered the ruined castle, their hooves settling on ancient, cracked stone. “It’s been forever since we last came here,” Rarity said, a wistful smile on her face. “There’s something poetic about us making our return under such dire circumstances.”

Pinkie’s entire body shook violently. “W-w-w-whoa!” She gasped. “Guys! My Pinkie sense is going haywire!”

“What does it mean, Pinkie?” Spike asked, nervously scanning the sky for falling objects.

“I have no idea. I’ve never had this combination before. But I have a feeling it’s really important.” She bounced into the reading room/bedroom, a cautiously optimistic smile on her face.

The others spread out across the reading room. As Rarity dusted the shelves, Twilight took a deep breath, and felt the limitless cosmic energy flowing through her.

She wouldn’t fail.

She couldn’t fail.

All of Equestria, all of the world, was counting on her. She wouldn’t let them down.

No matter what.



Starswirl had felt the magical surge as soon as it happened. It had shaken his aetherial senses to their core.

Brief scrying magic confirmed his worst fears: not only had numerous villains joined forces, they were being led by Grogar. He had long known the ram to be real. After all, he had seen his bell himself, and even helped reinforce some of its protective wards. But Grogar’s return this early was disturbing. Starswirl had hoped Grogar would have been too weak to conquer for several thousand more years.

He’d used his magic to contact the rest of the Pillars, and asked them to meet him in Las Pegasus. Now, with Flash Magnus’s arrival, they were all here.

“Canterlot fell at approximately eleven hundred hours,” Flash reported. “Evacuation was successful with minimum casualties.”

“The Crystal Empire is preparing for war,” Mistmane added. “The prince and princess are heading to Ponyville.”

“This is awful!” Stygian bemoaned. “So many villains working in unison…”

“Aye, ‘tis a dark day.” Rockhoof leaned on his shovel. “I hope our friends are safe.” Meadowbrook gave him a reassuring pat on the back.

Somnambula looked up at the dark, cloudy sky. “I feel something. A… looming presence. I fear this day’s nightmares are not yet over.”

“Friends, I fear we may be facing an enemy beyond our power to defeat. If necessary, I am willing to enter Limbo once more. I do not expect you to join me, but my duty demands I must: who is prepared to sacrifice to stop the darkness?” Starswirl looked to his companions’ eyes one by one. Each of them nodded in turn—as did Stygian.

“Then let us spread out, and stay ready. We do not know the limits of our enemies.”



Tirek smiled as Ponyville came into view. Oh, how he’d waited for this day. The day of his return to glorious victory. And here he was, striding alongside Queen Chrysalis, with Cozy Glow perched over his shoulder.

“So, it’s settled then?” he asked. “We hit as hard as we can, each covering for each others’ weaknesses?”

“Agreed,” Chrysalis nodded. “I’ll do my best to make them waver. Cozy, you—”

“Keep them distracted and off-balance,” the filly finished. “Carefully play with their vulnerabilities.”

“And Chrysalis and I will provide the magical artillery.”

Cozy smiled one of her cruel smiles. “We crush them quickly and efficiency. No gloating, no leaving them around to witness our victory, just winning without hesitation.” As she spotted Chrysalis’s displeased look, she added, “Don’t worry! I’m sure you’ll get plenty of time to exact your revenge on Starlight Glimmer after we’ve dealt with all her friends and Grogar.”

The changeling queen thought it over. “Very well. I suppose I can… suppress my love of savoring victory until this evening.”

Tirek thrust one fist into his other palm. “Let’s go.”

The three charged into Ponyville…

And it was completely deserted. Not a single pony or other creature entered the streets.

“Golly, I expected as much, but I’m still disappointed,” Cozy said with a pout.

“Patience,” Tirek gently reminded. “We already know several other spots those six are likely to be.”

“Yes, the Tree of Harmony should be our first stop.” Chrysalis licked her lips. “And I happen to know exactly where it is.”



Three pairs of eyes watched the villainous trio enter Ponyville. A set of especially acute ears even heard some of the words exchanged, and its owner whispered what was said to the adjacent watchers.

The three ghosts were wrapped in carefully tailored garments designed to blend in with the tree they were observing from, and a set of binoculars was employed by one of the three to get a better look. Yes, that was Cozy Glow alright, and looking as deceptively adorable as ever. A snout curled into a contemptuous glare.

As the villains moved out of hearing range, a few rapid hoof motions were exchanged. The hidden trio snuck after them, being careful to stay out of sight.

And their efforts appeared to pay off. Though Chrysalis checked over her shoulder suspiciously more than once, and even briefly shapeshifted into a creature with a thousand eyes, she never caught her shadowy pursuers.

If Chrysalis had thought to shapeshift into something with extremely sensitive hearing, though, perhaps she would have heard three voices whisper an exclamation aloud together:

“Cutie Mark Crusader super spies, yay!”



Starlight, Trixie, and Sunburst stepped out of the void between worlds, and into the Dragonlands. The scent of sulfur was overpowering, and the heat made drops of sweat coalescence on her brow.

She looked around. Dragons of all types were milling about, Claw wrestling, swimming in lava, and even reciting poetry.

“We need to find Dragon Lord Ember,” Starlight said. “And then we need to convince her to help us.”

“What does she look like?” Trixie asked in a nervous whisper. “All these dragons are hard to tell apart.”

“She’s light blue, about yeigh high, with a red scepter. Probably about 19 in dragon years.” Starlight put a hoof to her chin. “How do dragons age, anyway?”

“Well, the matter has been hotly debated among many biologists, though it seems that they age logarithmically.” He blinked. “Oh. That was a rhetorical question, wasn’t it?”

Starlight giggled. “Only partly.” She looked over her two companions. “You might want to plug your ears.”

Starlight closed her eyes, and cast a spell to amplify her voice. It wasn’t the Royal Canterlot Voice, but it was as close as a unicorn could get.

“Dragons of the Dragonlands!” she called out. “The ancient tyrant Grogar has returned, and Canterlot has fallen. We need your help to free Equestria!”

“What’s in it for us?” a dragon shouted back.

“Yeah! Why should we help ponies, especially if it’s risking our own scales?”

“Because… we’d help you if you needed our help?” she asked, a bead of sweat running down her face. “Some of you are friends with ponies?”

“Plus, my sister is in Equestria!” Garble added. “Nobody messes with her and gets away with it!”



“Yeah, see, you have reasons to care about ponies!” Starlight looked back to Trixie and Sunburst, and added without her magical enhancement, “Help me out here!”

“There’s another reason you’ll do it: Because I told you to!” a commanding female voice demanded. Moments later, Princess Ember flew into view. “Is Spike okay?” she demanded of Starlight as soon as she saw her. “He might be your assistant, but he’s MY friend!”

“Um, I’m Starlight Glimmer. Twilight Sparkle has Spike as her assistant. And I think he’s okay.”

“You know I can’t tell you apart,” Ember said factually. “But anyway, nothing is going to happen to my little buddy. Everyone got that?”

Dragons reluctantly nodded. The Dragon Lord shouted, “Then we march on Canterlot!” Roars of exultation rang out among the craggy mountains.

“Now, Twilight—”

“Starlight,” the unicorn corrected.

“Starlight. You’ll tell us which city is Canterlot, right?”

“A-actually,” Sunburst interjected, clearly frightened, “we have to contact our other allies too.”

“Other allies?” Ember blinked. “You need more than US?” She waved a claw at the fire-breathing dragons equipping armor, beating their wings, and otherwise preparing for war. The former-Dragon Lord Torch, who could probably destroy Canterlot himself, roared with enough ferocity Starlight was knocked to the ground. “Seriously?”

“Grogar erased Discord,” Trixie answered. “The Great and Powerful Trixie would rather not take any chances about the safety of her friends. Would you risk Spike on the chance that your army can win alone?”

“When you put it like that… no,” she admitted. “But it’s just… aaaargh! I hate talking about my feelings!” She punched a boulder, fragmenting it to rubble. “You made your point. We’ll wait until you contact the others.”

Starlight gave her a reassuring smile. “Don’t worry. I know Spike will be okay.”



In another flash of pink light, Starlight appeared in the Changeling Kingdom. It was a green, lush place now, but a keen eye could spot many ambush spots among the greenery. Just because the changelings were peaceful didn’t mean they wouldn’t have to defend themselves, after all.

Trixie quickly put a hoof to her mouth. “Give me some warning next time, Starlight! The Great and Powerful Trixie would rather keep her lunch inside her.”

“Alright, get ready for another,” Starlight replied, and with another magical flash, the three of them teleported ahead to the base of the great hive.

“I’ve never seen a changeling hive up close,” Sunburst said, excitement dancing across his face. “I wonder how this one will differ from the diagrams? All the illustrations were published before changelings learned to share love, after all.”

“You’ll get to examine it now,” Starlight answered him, and proceeded inside.



The hive looked much the same as the last time Trixie and Starlight had been here. But Trixie’s keen eye spotted a few changes. Longspears were neatly stacked where there had been none before. Slits were carved (or grown?) into the stone walls, giving any archers plentiful cover. It seemed Pharynx had been hard at work making the hive more protected.

Thorax himself greeted them with a smile. “Starlight! Trixie! Sunburst! It’s so good to see you all.” He suddenly frowned. “You’re all oozing with fear. What’s wrong?”

Sunburst stepped forward. “Well… Canterlot Castle destroyed, Celestia and Luna missing, Chrysalis, Tirek, and Cozy Glow teamed up and they’re being led by Grogar… where should I start?”

“Chrysalis is… back?” Thorax echoed, his voice trembling.

“Bug up, little bro,” Pharynx ordered as he walked in. “You could beat her when you were just a weak little traitor. Now you’re king of the Hive. She’d have to be an idiot to attack you.” He grinned. “Plus, we’ve fortified our defenses just in case of an attack.”

“Pharynx! Just the changeling I was looking for!” Starlight said. “I have a huge favor to ask of you.”

“Right, from how I owe you one after you tried to get Thorax to banish me?” he shot back. But a moment later, he cracked a smile. “You’re my brother’s friends, and that’s good enough for me. What do you need?”

“I need the entire changeling army mobilized,” Starlight replied. “Everyling you can muster. And ready to march on Canterlot with my signal.”

“Well, something like that… you’d have to ask the King for approval.” Pharynx gestured to his brother.

“Will you do it, Thorax?” Starlight asked. “Please?”

“I… I…” Thorax’s voice cracked. “I don’t know. I’m sorry Starlight, but I’m not sure if I can put the welfare of ponies above my own people. Invading another country… that could be dangerous. I’m sorry.”



Starlight felt crushing despair overtake her. What could they do? Could Equestria win without the changelings?

Trixie spoke up. “Oh, sure. Just don’t go rescue the ponies from the tyrant who they helped you overthrow. I’m sure that’ll go fine. Who knows, maybe Grogar will be kind enough to appoint Chrysalis ruler again! I seem to recall her saying something about what happens to those who betray the hive?”

Thorax put his face in his hooves. “If Chrysalis is victorious, then I will face her judgment. But at least the other changelings won’t be hurt.”

“Won’t they?” Trixie countered. “Being ruled by her would be very bad for them indeed. The entire hive would have to go back to starving all the time, and back to taking love by force.”

Thorax moaned. “Auoghh, this is why I wish Ember were here! She’d help me decide what to do. Or Spike—he’s smart and good at making decisions.”

Starlight suddenly knew what to say. “Spike is still in Equestria, probably with villains on his tail. And Ember is getting ready to invade. But we can’t launch a successful attack without ALL our allies. Ember and Spike need you there.”

“I… I think you’re right,” he conceded. “Plus, there’s Ocellus—she wouldn’t want to lose any of her friends.” He froze. “Where’s Ocellus?”

“We told her to board the train heading home,” Sunburst answered. “I thought she arrived here safely?”

“Ohhh, we haven’t heard from her at all! She could be lost, or kidnapped, or—”

“Or,” Starlight offered, “She could be off working with her friends to save Equestria like she did with Cozy Glow?”

“Yeah… that’s probably it…” Thorax said, not sounding like he believed his own words. “Alright, I’ll do it. Pharynx, can you go ask around for volunteers?”

“On it,” the navy blue changeling answered. He buzzed away.

“Thank you so much, Thorax,” Starlight said. “We’re really glad to have your help.”

“Don’t thank me yet,” the changeling king replied. “I still feel like this is a bad idea. But… you’re right. Not doing it is a worse idea.”

Starlight nodded a simple acknowledgement, and drew Trixie and Sunburst close to her. With another flare of her horn, the two stepped through the world once more.



With a gasp, Starlight appeared out of the ether and about 5 feet of the ground. She unceremoniously fell to the snow, and Trixie and Sunburst landed on top of her.

“Urgh, Starliiiiight,” Trixie complained. “How much more of this will we have to do?”

“Four more stops, including this one,” the archmage replied. “Speaking of, I’d really rather not offend Prince Rutherford. I wish Pinkie were here. She seems to really connect with him.”‘

“I’ve studied yak culture,” Sunburst said. “I might be able to help.” He shrugged, his wizard robe rippling down his back.

“Well, let’s go.” Starlight trotted into Yakyakistan. Yaks looked at her in a mix of confusion and suspicion, but she hurried by. She was here to see the Prince.

A voice she had never heard before said loudly, “The Royal Spa employs the best stylists and pamperers in the land, but I suppose I could lend their expertise to you… for certain considerations, of course.”

“What pony want for deep shampoo treatment?” a rough voice she vaguely remembered replied.

“Well, first up, we’d need to…”

Starlight poked her head into the source of the voices, to see a perfectly groomed unicorn stallion sitting at a well-made table. Across from him sat Prince Rutherford.

“Ah, we can put that thought on hold. You must be Twilight’s protégé. Ms. Glimmer, if I’m not mistaken?”

“That’s… right. I’m sorry, who are you?” Starlight always felt awkward when a stranger recognized her. Were they judging her for her past?

“I am Prince Blueblood, Equestria’s ambassador to Yakyakistan.” He smiled a dazzlingly handsome smile. “Did Auntie send you to check on my progress?”



Starlight winced. “Not… exactly. Celestia is your aunt?”

“Most certainly.” He stretched back.

“Well… she and Luna are… missing.”

“Again?” He rolled his eyes. “What evildoer is responsible this time?”

“Evildoers,” Trixie corrected. “Tirek, Chrysalis, Cozy Glow, and Grogar.”

Blueblood’s snow-white face got even paler. “And… Auntie?”

“We don’t know.” Starlight looked at her hooves. “I’m sorry. I came here hoping to convince Prince Rutherford to help us take back Canterlot, and hopefully rescue Celestia and Luna.”

Blueblood stood up. “Then that’s what we’ll do.” He took Rutherford aside, had a quick, whispered conversation, and then the two turned back.

“Ponies and yaks friends. Bad pony and other bad ones hurt ponies. Yaks help save ponies. Yaks best at saving!”

Starlight allowed herself a slight smile. “I’d better be going now. There are still more of our allies to visit, after all.”

Blueblood gave a slight bow. “Of course, Ms. Glimmer. I owe you a favor for coming here and standing against darkness. I hope you, your best friend, and your lover have safe travels.”

“Lover?” both Trixie and Sunburst cried in surprise. Starlight felt her face turning red, and quickly threw a teleportation field around herself and her two friends.



The trio stumbled out onto a sandy beach. “W-well, here we are, heh heh,” Starlight said, avoiding the gaze of both her companions. She’d really rather not have them see her blush. “Mount Aris. Let’s see if the hippogriffs will help us.”

Trixie said, pointing with a hoof, “Hey, over there. Isn’t that the kid who told us his sister was missing?”

“Yeah, that’s Terremar!” She blinked over to him. He gasped, jumped backwards, tripped over his own legs, and landed in the sand.

“Phhhf. Starlight? What’s going on? Where’s Silverstream?”

“She’s probably near Ponyville with her friends,” Starlight responded, her voice still tinged with worry. “But we have another matter to attend to. Can we speak with your queen?”

“Sure! I’ll take you to her right now.” He held out his necklace to them. “Follow me.”

“Starlight, who’s Queen Novo?” Trixie asked suspiciously. “Why haven’t I ever heard of her?”

“She’s the queen of the hippogriffs,” Sunburst explained. “And she stays underwater almost all the time.”

“Come on, let’s go!” Starlight said, and Terremar nodded. His necklace crackled with power, and suddenly Trixie, Starlight, and Sunburst were seaponies!

“Starliiiiight, I have gills now!” Trixie cried out in shock, joy, displeasure, or some combination.

“Heh heh, yeah. This feels weird…”

“Right this way,” Terremar said. Starlight followed, and as she did, she allowed her mind to process.

Best friend, and lover… was Blueblood just teasing? Or had he seen something she’d missed? And who was who, anyway? Was Blueblood calling Trixie her lover, or Sunburst?

One thing at a time, she reminded herself. They still had to deal with political maneuvering. How did ponies like Blueblood put up with it?



At last, Terremar led them to the grand throne room. Queen Novo rested there, talking with a seapony Starlight recalled as Princess Skystar.

“Ponies? Back again? What’s goin’ on this time?” Novo asked.

“Grogar has returned,” Starlight said bluntly. “Queen Chrysalis, Cozy Glow, and Lord Tirek are serving him. We’ve come to ask for your aid.”

Novo sighed. “I can’t do that. I’m sorry honey, but we just aren’t ready to start a war. Especially after hiding for so long. To lose our freedom again… that can’t happen. I hope you win, but I’ve gotta put the interests of my people first.”

“But if Grogar isn’t stopped, he’ll conquer Seaquestria too!” Trixie argued.

“We outlasted the Storm King,” Novo replied. “We’ll outlast this Grogar. I’m sorry. I am. But I have an obligation to my people.”

Starlight nodded, sadly. “I understand.” Inwardly she was cursing this short-sighted queen’s name, but she’d mastered her emotions enough to keep such outbursts down.

“Come on,” Terremar said. “Let’s get you back to the surface.”

Starlight, Trixie, and Sunburst swap back up. But as they walked onto dry land, Terremar put a hoof on Sunburst’s shoulder.

“Wait here for a few minutes,” the hippogriff said.

Starlight just nodded mechanically, her mind already returning to the conundrum Blueblood had posed.

After a few minutes lost in thought, Starlight saw Terremar returning, with his father Sky Beak just behind.

“As you know, the hippogriffs can’t do anything to help you,” Sky Beak said.

“We’d learned as much,” Sunburst replied unhappily.

“However, if some ships of the navy were to independently decide to go against orders and help…” Sky suggested, his eyes twinkling.

“Well, hypothetically speaking,” Starlight said, “the assistance of the legendary hippogriff navy could well turn the tide of the battle.”

“I’ll keep that in mind.” The humor dropped from his beak as stoic determination took its place. “I’m doing this for Silverstream. I can’t lose my daughter. Please, keep her safe.”

“I would… if I knew where she were.” Starlight gave him a sympathetic look. “She seems to have run off on another adventure with her five friends. Probably trying to save Equestria.”

“In that case,” Sky said, “good fortune to her. And to us.” He turned away, clearly sending her a simple message: “Do what you have to do.”

Starlight focused, and in a flash of light, she and her two friends were gone.



Starlight felt a chill breeze on her coat. This high, there were few trees to block the wind.

Griffonstone was still a dump, but not quite as much of one as it had been. The griffons had started to rebuild.

“Leave this one to the Great and Powerful Trixie,” Trixie assured. “I’ll have them all ready to fight in five minutes.”

Starlight nodded her assent. She could use a little time to think, anyway.

Best friend and lover. Which was the friend, and which the lover? She enjoyed every minute around Sunburst, that was for sure, but the same could be said about Trixie. Trixie had an amazingly heartwarming smile, but Sunburst’s beard was just adorable.

Okay. Time for the alicorn-magic option.

Starlight imagined herself dating Trixie, and cast a complex illusion spell to make it seem completely real to her (and invisible to everyone else, of course).

Illusion-Trixie blushed, and gave her a little kiss. It was very pleasant, and Starlight felt her cheeks heat up a little. She couldn’t deny Trixie was cute.

Okay. Now for Sunburst.

Sunburst’s kiss ignited a roaring flame in her heart. Sunburst—her oldest friend, her closest friend, the pony she’d started an equality cult over—was kissing her!

Starlight instantly knew the answer, then. Trixie was her best friend, and Sunburst was her crush. But lover? No, they had never so much as flirted.

But could they?

On the one hand, she was scared of alienating him and breaking their friendship. On the other…

That kiss was REALLY good. She wanted more like that.

Starlight shook her head. She’d figure out what to do later, ideally after they’d saved Equestria. For now, probably best to check up on Trixie and make sure she wasn’t doing something reckless.

“Come on,” she said aloud to Sunburst. “Let’s catch up with Trixie.”



Trixie stood atop a straw podium, her voice booming down at the assembled griffons. “Now, let me just say this one more time:”

“If Grogar wins, he will come and take ALL your bits! Every last one! And he won’t stop there.” She used a flash of magic to create an image of him sending Griffonstone plummeting off its mountain.

“So what can we do?” Grampa Gruff squawked. “It’s not like we have a magical superweapon hidden in our ruined houses.”

Starlight joined in. “The griffons are a proud and noble race. When you had the Idol of Boreas, you were the envy of Equestria. But you don’t need the idol to be mighty! The thing you lost was friendship!”

“What’s the exchange rate between friendship and bits?” some griffon Starlight didn’t recognize asked.

Starlight slapped her face with a hoof. Was this really the state of griffonkind?

“She’s right.” Gilda strode forward. “Things have been getting better since Dash showed up and helped me out. They’ll keep getting better if we continue to embrace friendship.” She rolled her eyes. “That means more bits for everyone.”

“I agree!” Gabby added. “Plus, I want Spike to be okay.”

“Alright, I suppose it’d be good to check on Gallus and make sure he hasn’t done something stupid… again,” Grampa Gruff agreed.

“And Dash is my friend. Anyone who messes with her, messes with me.” Gilda locked eyes with Starlight. “You point us in the right direction. We’ll hit them hard and fast.”

Starlight felt relief filling her veins. Okay. Okay.

“Wait for my signal,” Starlight said. “I’ll tell you when to attack.” With that, she turned away, and headed for the outskirts of town.

“One more stop, right Starlight?” Sunburst asked.

“Yep,” she said with a simple nod. “Off to Saddle Arabia.”



Tirek flexed his muscles with a cocky smile. Power coursed through his veins. It felt so good to have a respectable level of power again.

His musings were interrupted by blast of magic that knocked him to his knees. He saw Chrysalis beside him outright flattened. Cozy gasped. “What—?”

Tirek looked back, groaning. Princess Cadance looked down on them imperiously, her wings beating steadily. Shining Armor stood beside her, his horn aglow.

“I’ve waited a long time for that, Chrysalis,” Cadance said. “Now are you going to come quietly, or am I going to get to enjoy pounding your tail into the ground a bit more?”

Chrysalis hissed. Tirek raised an eyebrow. “Do you really think you can take us?”

“Yeah,” Shining shot back. “But just in case, I brought a friend.” As Shining said that, Flash Magnus darted down, cutting off the trio’s escape route.

“Awww golly, I guess you got us good, mister,” Cozy said with false sweetness.

Tirek focused, and fired a beam of immense power at Shining. But to his astonishment, the unicorn raised a shield—and the shield held!

Chrysalis was faring no better. Cadance was striking with a calculated fury. Every time the changeling tried to move to an advantageous position, Cadance deftly tripped or grabbed her.

Cozy wasn’t even the slightest difficulty for Flash. He was in the prime of his life and incredibly well-built, while she was a weak foal. With a simple bear hug, he’d completely immobilized her, and no amount of cajoling or manipulation could get him to release her. “Kid, you need help,” he muttered with a shake of his head.

Suddenly, the solution came to Tirek. He stopped firing at Shining, and launched a quick bolt of orange light at Flash. Flash fell backwards, reeling from the impact, and Cozy tumbled free. She flew forwards towards Chrysalis and Cadance, a diabolical smile on her face.



“Why are you so angry at Chrysalis, Your Majesty? Are you worried Shining thought she was a better kisser than you?” Cozy asked innocently, batting her eyes.

Cadance’s expression darkened with rage. “Don’t talk about Shining like—”

But she didn’t finish her sentence, as Chrysalis took the opportunity to hit Cadance with an emerald beam of magic right in the back of the head. Cadance collapsed.

Shining pawed at the ground once, his horn glowing with blue light. “If you’ve hurt her, so help me…”

Now that Shining was fully distracted, Tirek opened his mouth, and began to feed. Even as Shining charged towards Chrysalis, a battle cry escaping his lips, his body slowed and slowed, until finally he slumped to the ground.

Finally, only Flash Magnus remained. He looked at the two unconscious royals, and the three evildoers, and made a decision.

He wasn’t a coward. But if he threw himself into battle here, he’d certainly lose. A tactical retreat, regrouping with his six companions, and then returning would have a much better chance of success. He winced, and took to the skies.

He hadn’t flown more than 30 feet when he heard an old friend. “Somepony!” Rainbow Dash cried. “My wing’s stuck, and… oh no. Stay back!”

It pulled at his heartstrings. To Tartarus with tactics—Rainbow was his FRIEND. He shot backwards, scanned for her, and suddenly felt something collide with him.

Rainbow had pinned him to the ground!

“W-what!?”

Green flames licked across her body, revealing her to be Chrysalis. “Can’t have any witnesses,” she said with a peal of dark laughter. “Now, then…”



In just a few moments, Chrysalis had effectively cocooned all three of the interloping ponies. “Oh, don’t feel lonely. You might have some friends to keep you company soon. And even if not, I’ll be back to drain your love later this evening!”

As Chrysalis gloated, Tirek sucked out Cadance’s and Flash’s magic. Cozy stuck out her tongue. “Golly, you sure are trusting, Flash Magnus! It’s a shame that I taught my allies here all about how to control trusting ponies. I guess those classes at Twilight’s School of Friendship did pay off after all!”

“Grogar was right about one thing,” Chrysalis begrudgingly agreed. “We’re a far better team together than apart. And don’t worry, Cadance. I might let Shining out early if I’m feeling nice. I could make great use of the Captain of the Royal Guard as a minion…”

Cackling, the trio set off for the Tree of Harmony, and Cadance, Shining, and Flash could only watch helplessly through their green prisons.



Once the trio of villains were out of earshot, the shadows observing them got to work.

A flurry of pegasus wings brought some specialized equipment. Normally, such tools would be kept away from little hooves, but with Ponyville abandoned, there was nopony to stop them.

Sweetie Belle focused her magic, as Scootaloo and Apple Bloom held the device. Together, the three of them tried to use the automated saw to slice open a cocoon. The resiny substance made the blade slid off, though.

“Maybe a jackhammer will be better?” Apple Bloom offered. “I dunno, what do you girls think?”

“Let’s try the jackhammer next,” Apple Bloom agreed. “Ah think Rivet has one?”

The trio hurried off to Rivet’s house. With a little bit of searching, they found what they were looking for. It took all three of them to lug the jackhammer back to the cocoons.

After a few attempts, they got everything set up. Sweetie gave the cocooned Cadance a reassuring smile, and powered up the jackhammer with her magic. They applied it to the top of the cocoon, pressing down with purpose.

The hardened green surface cracked, and shattered! Cadance fell out of the gooey case. She weakly got to her knees. “Is Shining…?”

Scootaloo and Apple Bloom were already breaking open Shining’s cocoon. Sweetie Belle caught him as he fell, setting him down gently.

With a few more moments, Flash Magnus was free.

“My magic… drained,” Shining said. “Tirek… be careful…”

“I bet Rainbow Dash and her friends will take care of them!” Scootaloo said reassuringly. “Don’t worry. You’ll be fine in no time!”



Chrysalis felt the touch of long leaves on her hard chitin, the mud sticking in the holes between her legs. It was mildly unpleasant, but such minor annoyances were a small price to pay for victory.

“Once we find Princess Twilight, you may hear me acting very strange,” Cozy said. “I may say things that sound ridiculous or even treacherous. I promise, I am not going crazy or betraying you. I spent a whole semester around them, and I know how they think.”

Chrysalis had to suppress an ironic smile. Cozy saying “trust me” was like a pukwudgie saying “pet me”. But the little filly did have a point: out of all three of them, she had spent the most time around their enemies…

“Why not just go over what you might say so we’re prepared?” Tirek asked.

“First, I’ve come up with so many options going over them all would take too long,” the sickeningly adorable filly answered. “And second, your reactions would be less realistic. I don’t want you thinking I’ve actually betrayed you, but the shock from hearing what I say will help sell the deception.”

“Of course,” Chrysalis purred. “And don’t worry: I won’t waste time gloating or savoring my victory. I’ve learned just how catastrophic that can be the hard way.” Memories of her first invasion of Canterlot being completely ruined by the fact that she ignored Cadance and Shining still burned.

“I’ll be good to finally get rid of these troublesome interlopers,” Tirek said. “And after that…”

He didn’t have to finish. After that, they’d retrieve Grogar’s bell, remove Grogar as a threat, and carve up the world into their personal kingdoms.

Chrysalis allowed a dark chuckle to escape her throat. She lived for this.



Pinkie Pie watched the horizon with bated breath. Bated, not baited, though she supposed her breath was a sort of bait. And what she was trying to catch with this bait was those dastardly villains!

She stuck out her tongue, and made her nastiest war face. Grrrr! Beneath her, Twilight, Rainbow, Fluttershy, Applejack, Rarity, and Spike conferred. Pinkie listened in.

“Queen Chrysalis can look like any of us. So I’ve made these coats out of the drapes. I do apologize for the shoddy work, I could put together much finer pieces were we still in Ponyville,” Rarity said.

Rainbow was next. “Tirek takes a few seconds to drain magic. That’s why he was so dangerous when working with Discord. But with Discord not on his side,” Rainbow paused, and gave Fluttershy a comforting hug, “we’ve got a shot. If you see him starting to drain somepony’s magic, distract him.”

“Like with a pie to the face?” Pinkie interjected.

“Yeah, a pie would work, if we had one.”

“You’re in luck, then! I keep pies stashed all over Ponyville, in case of pie emergency.”

“O…kay,” Rainbow said. “Anyway, keep Tirek too off-balance to drain anypony’s magic.”

Applejack stepped forward. “Cozy Glow’s got a real talent at messin’ with our heads. When we face her, remember that anythin’ she says is meant to mess with ya. Either she’s lyin’ to mislead us, or tellin’ the truth to make us doubt ourselves, or just talkin’ nonsense to distract us. Best thing to do is ignore it all.”

Spike stood up. “Then there’s Grogar. Unfortunately, we know almost nothing about his actual powers—just the legends about him. It seems likely he’s really talented at creating monsters, so I think it’s unlikely we’ll see him chasing us. He probably sent the other three after us, and is doing something nasty in Canterlot. Maybe creating a malwurf or roc.”

Fluttershy offered, “And don’t forget—Chrysalis might have transformed herself into somepony we care about and had the others ‘capture’ her!”



Pinkie continued to scan the horizon with her binoculars and spy goggles. These evildoers wouldn’t escape her sight!

Twilight nodded as each said their piece. “Remember, we don’t know what happened to Celestia, Luna, and Discord. For all we know, Cadance could have been defeated too. It’s possible I am the last alicorn still free, or even…” her voice trailed off.

“If you are, we’ll be here for you,” Fluttershy promised. Her voice held more conviction than Pinkie had heard her carry in months.

“Yeah!” Rainbow cracked her wings. “And we’re gonna show those losers just how powerful friendship is!”

“Remember, we’re trying to save Equestria, not take revenge,” Rarity cautioned. “But I agree. They’re going down!”

Twilight pulled her friends into a hug, with her telekinesis grabbing Pinkie into it. “You guys are the best friends a pony could ask for. I really wish you were alicorns too…”

“Ah don’t need wings to put some varmints in their place,” Applejack said, coiling her lasso with a smile. “But they’d sure make harvestin’ apples easier!”

Pinkie returned Twilight’s hug. “Aww, thanks Twilight! But who’s keeping a lookout for Tirek and the others?”

“Oh, don’t worry Pinkie, you are.” She gasped. “Quick! Hug over, into battle positions!”

Pinkie resumed her lookout post, a stockpile of pies, cupcakes, and other baked goods beside her. Applejack ran forward to near the front gate, her rope ready. Rainbow dove down under the rickety bridge across the chasm. Spike hid in a nearby tree, his internal fire ready to blaze outward. Rarity charged her horn, and slipped into some of the curtains. Fluttershy slid to just over the archway.

Twilight stood openly in a battle stance under the archway, a ruined table making a makeshift barrier. She was deliberately leaving herself clearly visible: the better to draw them in.

Pinkie watched the forest with her binoculars. Now came the hard part: waiting.



The ground started to rumble, and Tirek came into view. His muscles bulged with raw magic, and his horns nearly broke the treeline. Twilight felt a bead of sweat run down her neck. How many other ponies had he drained?

He spotted her, and Twilight was ready for the gloating, the taunting, the threats. She wasn’t ready for him to instantly fire off a blast of energy strong enough to level a block. At the last possible second, she teleported to right behind him, her horn ablaze with magenta light.

She launched a lance of energy into the back of Tirek’s head. He cried out in pain.

“Where are your friends, you big meanie?” Pinkie shouted.

A fly behind Pinkie engulfed itself in sickly green fire, and Chrysalis pounced on her. She held her horn to the earth pony’s throat. “Surrender,” she hissed, staring right into Twilight’s eyes.

But with her eyes thus occupied, she didn’t see Applejack throw a rope around her and roughly pull her down. Chrysalis yelped, and Applejack quickly trussed her. For a moment, it looked like the battle was nearly won.

Tirek’s horns crackled, and he fired a bolt of energy so powerful Applejack had to duck for cover. He followed up with a hair-thin ray to slice through Chrysalis’s bonds. The changeling queen snarled at Applejack, and darted towards her.

Twilight was so preoccupied watching all this she didn’t hear Cozy sneak up on her. But she felt the rush of air currents signifying a sneak attack, and rolled aside reflexively—the place where she’d just been now occupied with a spear.

Cozy carried a spear, obviously liberated from a guard, which was twice as tall as her. Her wings beat furiously to just stay aloft with her weapon. It was clear she was unfamiliar with the weapon, and having difficulty using it.



“You know, you made a lot of mistakes, Princess Twilight, but the biggest one was not surrendering to us all right away.” Her voice carried a cocky tone that grated on Twilight’s ears. “If you had, well, Shining might be okay!”

“What did you to do Shining!?” Twilight demanded, her vision turning hazy with rage.

“Oh, nothing bad,” Cozy replied innocently. “Tirek just drained his magic, and Chrysalis cocooned him. But I’m sure he’ll be fine! Chryssy even said something about releasing him and keeping him as a minion…~”

A dark part of Twilight wanted to shut Cozy’s mouth for her, but she suppressed that impulse. Instead, she fired a lance of raw magic at Chrysalis, sending the changeling skidding backwards and nearly over the cliff. She went into a power dive, flying around Tirek faster and faster. As he tried to track her, she abruptly shot back upwards, leaving a cloud of dirt and dust in his face.

She conjured a paneled cage of pure magical force around Cozy. With a momentary thought, she made it soundproof as well.

Twilight breathed deep, and swooped down towards Chrysalis, her horn surging with pure power. But just before she reached her, Chrysalis shapeshifted into a malwurf, and body-slammed Twilight!

Twilight’s head spun, and her magical cage around Cozy vanished.

This wasn’t going to be a short fight.



Cozy felt the magical cage around her dissipate. She let a confident smile play out across her face. If the bearers of the Elements thought she had something up her sleeve, they’d pay attention to her and not her allies, hopefully leaving an opening.

It was to be expected that their enemies had figured out counters to their assorted tactics. She had to admit, creating clothing to distinguish each other from Chrysalis was a very clever move.

But she hadn’t nearly ruled Equestria by having only one plan. With a grin, she flew downwards, trying to use her spear to rip the cloaks off.

She missed completely. Despite her incredible intellect, she was still a filly fighting fully-grown mares, who were both stronger and more agile than her. She muttered, “This is starting to make me peeved.” Although unlikely, it was possible her enemies would be startled by her vulgarity.

Rainbow Dash zoomed around Cozy too fast for her eyes to follow, quickly entangling her in her cape. “If you’re the best Grogar can send, then Equestria’s completely safe!”

Cozy started laughing. “Oh, you—oh, golly, this is too good!” As Rainbow looked at her suspiciously, she continued. “You think we’re here to capture you? No, we have a very different mission.”

“Yeah?” Rainbow demanded.

“We’re a distraction, heeheehee! While you’re fighting us, Grogar is conquering one city after another!” Cozy lied effortlessly. “Even if you beat us, Grogar will rule Equestria!”

Cozy saw the uncertainty and doubt on Rainbow’s face. Was this filly lying again? Telling the truth and hoping she’d read it as a lie? Cozy’s words disturbed Rainbow’s concentration just enough the blue pegasus was gripped in Tirek’s telekinesis. He opened his mouth wide, ready to drain her magic, but a pie to the face sent him stumbling backwards. His telekinetic grip loosened, and Rainbow managed to get free—but so did Cozy.



Ordinarily, Cozy liked to figure out who the leader was, and strike at their greatest vulnerability. She’d started by looking at Twilight Sparkle. But the reflexive way each of the bearers fought, their perfect synchronization, forced her to one conclusion:

They didn’t have a leader. Each of them except Spike was an equal. Spike was clearly subservient to Twilight, but other than that, they were simply friends.

On the one hoof, this meant she couldn’t achieve instant victory by removal of the leader. On the other, it meant the capture of any of the septet would make a critical hostage.

All of these thoughts flashed through Cozy’s mind in the space of a few heartbeats. She untangled herself from Rainbow’s cape, and scanned the battlefield. Chrysalis was locked in battle with Applejack and Twilight. Rarity, Rainbow, and Fluttershy fought Tirek. Pinkie stood atop a pillar, firing cupcakes at both Cozy’s allies. And Spike?

As she looked for him, he jumped upon her and knocked her to the ground. She struggled in his clawed grip, but he effectively pinned her. “These muscles? They’re from years of holding huge stacks of papers,” he said, as if he’d read her mind.

“Golly, I guess you caught me,” she admitted. “I wonder how the others will react? Will they cheer you? Will Rarity finally give you a kiss? Or will they give you a quick thanks and then ignore you?”

“I—w-well,” Spike stuttered. Cozy smelled weakness.

“Face it, Spike, they see you as a sidekick. They only keep you around as their slave.” She gave him her most charming smile. “If you joined us, though, we’d treat you as an equal. All the gems you could ever want! Chrysalis could assign one of her changelings to act like Rarity and be your girlfriend!”

Spike put a claw to his chin in thought “Hmmm,” he murmured. With only one claw grabbing her, Cozy twisted around to get free. Spike narrowed his eyes, and exhaled a torrent of green fire towards her. She screamed, covering her eyes.



Chrysalis saw Spike menacing Cozy Glow. She hissed, her tongue waving menacingly, and darted forward. Just as Spike breathed fire towards the filly, Chrysalis scooped him up in malwurf form. Only the first flames reached Cozy, and she quickly stopped, dropped and rolled. “Help!” Spike screamed.

“Don’t you dare hurt Spikey-Wikey, you shapeshifting fiend!” Rarity cried, and hurled a blast of sparkling dust into Chrysalis’s eyes. Rainbow, Twilight, Applejack, and Fluttershy likewise formed into a combat position. Pinkie still lurked in her sniper tower.

Chrysalis felt the aetherial imbalance signifying a huge magical discharge, and dove aside with her hostage as Tirek launched a blast powerful enough to crack a mountain right at the five friends. Twilight and Rarity poured all their skill into a barrier, but ultimately it just wasn’t enough. The blast surged out the other side of the Castle of the Two Sisters, leaving nothing visible of the ponies.

Chrysalis was about to congratulate Tirek on victory when she felt a horn against her malwurf throat. “You’re lucky that I am a lady and do not stoop to your tactics,” Rarity said in a cold voice. “Nonetheless, if you don’t release Spikey-Wikey this instant, I may be forced to act in an unladylike way.”

Chrysalis saw Twilight and Rainbow threatening Tirek similarly. With a sigh, she moved as if to let Spike out, but suddenly whirled and slammed her claw towards Rarity. The pony barely dodged out of the way. She fired a retaliatory beam of light, but it did nothing against Chrysalis’s now rock-hard hide.

She noticed her claw felt warm… now hot… now burning! Spike was breathing fire onto her claw! With a yelp, she dropped him, and shapeshifted back to a changeling to put the fire out.

She bared her fangs. “Now, let’s try this again.”



Tirek surveyed the battlefield. The fight was going more poorly than he’d have liked. The ponies had learned how to predict each others’ moves, and even his allies’. Most irritating.

He raised a shield to deflect Rainbow Dash’s ferocious kick, and answered with a beam of magic that only grazed her and still sent her into a tailspin. This wasn’t working. And he knew the longer this fight dragged on, the worse off they’d be when they finally had to face Grogar.

But all that magic had made him quite a tall centaur, and he could see over the treeline. Something very, very interesting was happening just out of earshot. He gestured for Chrysalis to fly over to beside him. Under the cover of uniting their magical lasers into one, he rapidly explained his idea to her. At the last second, he leaned forward, firing his magical blast at the ground. The strike kicked up a cloud of dust as high as Canterlot’s towers. Though he couldn’t see Chrysalis, he knew what she would be doing.

He could hear the ponies’ cries of confusion. “Where are they?”

“Is everypony okay?”

“Where’s Fluttershy?”

“I-I’m here.”

“What are they doing?”

Stupid, Tirek thought to himself with a smile. They were all giving away their positions. Cozy, he noticed, stayed completely silent. She was a bright one, that kid.

Tirek unleashed a blast of power at Rarity, It was carefully calculated to injure, not destroy, so the others would rush to her aid—and reveal themselves for his more powerful blast.

He was rewarded with a scream, but not for the reason he expected. “Eeaugh, I’m covered in mud! You monster!”

Tirek suppressed his urge to chuckle. If Chrysalis succeeded at her little mission, Rarity would have a lot more to worry about than mud on her coat.



Chrysalis fluttered her membranous wings, her lip curled into a predatory smile. She could already taste the sweet flavor of victory.

Tirek’s words echoed in her mind. “This battle’s odds are against us. We can’t pin them down enough to destroy them, and they’re so slippery we can’t take any effective hostages. We’ve nearly lost twice now.” He smirked. “But I saw those six students that thwarted Cozy just a few hundred feet from here. If you can lure them here, we’ll have six civilians they care deeply about.”

Chrysalis fixed the image of Fluttershy in her mind, and felt her horn recede into her head. She quickly in the dirt to make herself look appropriately roughed up, and then staggered out into the clearing with the student 6.

Their names flashed in her mind from one of Cozy’s rants. “Gallus… Yona… Smolder… Ocellus… Sandbar… Silverstream! We need your help!”

Gallus bolted to his paws. “What happened?”

“Cozy’s… returned. Chrysalis… Tirek… Grogar… Sombra… all working together…” Chrysalis cough-cried in Fluttershy’s voice. “A-and I think Discord is… is…” she sniffled, sobs breaking through. “But there’s still hope. Twilight thinks she’s… she’s found a way to restore the Elements of Harmony. But… but it needs you! The Tree of Harmony has a special connection with you!”

Any doubts in the students’ faces vanished upon her mention of a special connection with the Tree. It seemed Cozy’s educated guess about their connection had been correct.

Chrysalis wanted to grin, to exult, to cheer for her genius ally, but she knew if she did it’d blow her cover. So she just cowered as the students discussed what to do next.



“We hit them fast and hard,” Smolder said, her smile matching Chrysalis’s inner grin. “Link up with the Tree, and fire a harmony beam.”

“Yona hate Cozy Glow. Yona want to smash Cozy back into cell in Tartarus.”

Ocellus said, her eyes fearful but full of conviction, “After Chrysalis’s defeated, I’m sure King Thorax will know what to do with her.” Every word Ocellus spoke was a condemnation not only of herself but of the entire Hive. Chrysalis wanted to tear into the grub’s chitin, but she kept her anger in check. There’d be time enough to exact justice later. For now, her only goal was victory.

“At this point, the only bully they’re missing is the Storm King!” Silverstream said. “H-he hasn’t come back, right?” she added fearfully.

“I-I don’t know,” Chrysalis blubbered. “I just don’t know! The magical creatures I talked to all think Grogar created their kind, so he might be creating entire new groups now!”

“Then let’s go stop Cozy and her friends, and then go after Sombra!” Gallus declared. “C’mon Fluttershy. We’re here to protect you.”

“T-thank you. Do you think you could go f-first?”

“Of course,” Sandbar reassured her. But Chrysalis’s mind was already elsewhere. One word Gallus had said stuck out in her mind, blazing as bright as the noonday sun over the Badlands.

“Friends.”

Were Tirek and Cozy her friends?

Certainly not, she answered herself. They were useful allies, and she respected each of them for their talents and power. When she ruled over the Hive, it would be useful to have allies like them beside her. But that didn’t make them friends, just business partners.

She was NOT going to turn into a hideous chromatic abomination like that high traitor Thorax. She vowed that with every fiber of her currently-endoskeletal being.

Chrysalis did her best to shut out the nagging voice at the back of her head slyly cooing, “Cooperation, respect, and the desire to keep working together? Sounds like friendship to me…~”



Spike rolled, narrowly dodging a stomp of Tirek’s huge hooves. Far above, Fluttershy berated the centaur as Twilight countered his magic.

“It doesn’t matter how big you are, you cannot, I repeat, you CANNOT be a bully! Now, are you going to apologize and give back all the magic you’ve taken, or are we going to have to do this the hard way?”

Spike rolled his eyes. There was no way Tirek was going to become any nicer, but Fluttershy still had to try. As for Spike, he was hunting Chrysalis. Nopony had seen her in a few minutes. Capturing Cozy would be trivial for somepony as agile as Rainbow Dash, and if Spike could apprehend Chrysalis, the battle would be over quickly.

Of course, “find” and “apprehend” were quite different, especially for a shapeshifter. But Spike had a plan.

He was going to make himself look like a vulnerable, easy-to-capture hostage that Chrysalis wouldn’t be able to resist. Then he’d spring his trap and catch her.

He mulled over how it was unfortunate the villains weren’t friends. If they were, capturing Cozy would be enough to get the other two to surrender. As it was, they just quickly freed her, no doubt seeing the tactical value of doing so.

Spike shook his head back to reality. Was that Gallus’s voice?

It was! The griffon was saying something about how griffon law would treat Tirek.

Spike poked his head out of a bush. The six students were heading right for the castle—and Fluttershy was behind them!

That Fluttershy was a changeling, Spike was certain. He froze right where he was, letting the student 6 walk past, and then jumped on Fluttershy-Chrysalis. He knocked her down, and opened his mouth, ready to breathe fire.

“Give it up, Chrysalis.” He bared his mouth, ready to exhale a wave of fire.

“Kids! This isn’t Spike, it’s Chrysalis! Help!” Fluttershy cried.



Chrysalis kept her bubbling rage under control. This little dragon was on the verge of ruining this brilliant plan! And if she didn’t comply, he was ready to roast her with his dragonfire! It was so utterly humiliating.

Ocellus looked from Spike to Chrysalis. “How can we tell who’s real? Quick, say something only the real you would say!”

“I use tail extensions!” Chrysalis called out.

“I have a crush on Dragon Lord Ember!” Spike confessed.

“Those are both realistic…” Ocellus said, putting a hoof to her mouth. “I know! Let’s take you to the others!”

“Wait!” Chrysalis cried, her soft voice so unbecoming of a queen. “If Chrysalis already replaced Spike here, then the others must have defeated the rest of the Bearers! We’d be walking right into a trap!”

“When I left, the battle was going in our favor!” Spike claimed. “You just don’t want them to see that there’s another Fluttershy!”

“You two walk at the front,” Smolder demanded. “No tricks. We’ll go there ourselves and learn the truth.”

Chrysalis could already predict how this would end. The students would see a second Fluttershy, arrest her, and she and her allies would be shipped off to Tartarus.

The changeling queen pleaded, doing her best to sound genuine, “But I don’t want you all to get captured! We might be Twilight’s only hope, and we can only win the war if we flee this battle!”

“Don’t worry, Professor Fluttershy,” Silverstream reassured her. “You said it yourself: we have a special connection to the Tree of Harmony. It might be scary, but we WILL find a way. That’s what heroes do.”

“I…” Chrysalis made her body take a deep, firm breath. “I can’t let you all march into a trap. It’s just too dangerous.”

“You’re just scared of what they’ll do when they find out you’re a changeling,” Spike crowed. “But you’re also scared of what I’ll do if you try to hurt any of us.”

There was truth in Spike’s words, though it pained Chrysalis to admit it. One thought coursed through her brain:

“What do I do now?”



Cozy analyzed the battlefield. Rainbow was still chasing her, but Tirek’s energy blasts provided plenty of cover fire. She wheeled back and forth. Where was Chrysalis?

There! Down below, she saw another Fluttershy leading her old adversaries. Cozy licked her lips in anticipation. Revenge was sweetest when it was cold.

——

Gallus heard an all-too-familiar voice calling down. “Chrysalis! Shapeshift into an Ursa!”

Both Spike and Fluttershy looked up. “Come on!” Cozy urged. “Drop the Fluttershy disguise and fight your way out!”

“There! Cozy confirms what I’ve been saying!” Spike exclaimed. “Fluttershy IS a changeling!”

“Wait a minute…” Yona said. “Evil Cozy pony very smart. Very nasty. Always has tricks.”

“Yona’s right,” Sandbar added. “I bet she’s trying to make us think Fluttershy’s Chrysalis so we all attack her, leaving us open to Spike-Chrysalis’s real attack!”

Gallus nodded. That seemed like the kind of thing Cozy would do. “Alright, Chrysalis, you’re our prisoner now. Leave Fluttershy alone, or things might get messy.”

“N-no! It’s— uugh!” Spike groaned as Yona roughly pinned him down. “She’s the changeling, not me!”

Gallus flew quickly after Cozy. Despite her twists and turns, he grabbed her with a slipped his claws around under her forelegs. “Golly, you sure are strong, Gallus,” she cooed. “Better be careful. You don’t want to hurt me, do you? Maybe you should loosen your grip just a biiit.”

“Not likely,” he retorted coyly. “And besides, look around. We caught Chrysalis too. By now, Rainbow and the others have probably caught Tirek. Looks like you lost, Cozy.”



“Gee, that sure is a shame.” Cozy’s smile dropped. “Well, I tried being nice. Now!”

Gallus heard a ferocious roar from below. Fluttershy was gone—in her place was a Tazltwurm! With lightning speed, its three tongues entangled Gallus, Sandbar, and Silverstream. The shock of the incredibly gross tongue made him lose his grip. Cozy slipped away, grinning diabolically. “Should’ve listened when I asked nicely~” she taunted.

Gallus frantically fought against the tongue-tentacles, but it was a losing battle. They easily slipped into his weak spots, like the middle of his back, and then looped around to his chest and back again. “Urrgh, leggo!”

“You’re a smart chicken, Gallus. It’s a shame I’m so much smarter!” Cozy winked cheekily, and shouted, “Everycreature, surrender, or these three get it!”

“Don’t call me a chicken!” Gallus clucked angrily. He processed the rest of what she’d said, and looked down.

Ocellus, Spike, Smolder, and Yona slowly lowered their claws or other offensive appendages. “That’s right, let’s be nice and pleasant about this,” Cozy encouraged. “Just don’t make any trouble, and your friends will be A-okay!” Chrysalis roared her agreement. Perhaps tazltwurm mouths weren’t suitable for speech.

Cozy hovered just out of reach of Gallus, and grinned. “I knew if I were to openly ask Chrysalis to help me, you’d assume I was trying to convince you all that the pony I was talking to was actually Chrysalis, and thus that she wasn’t. I had to get you all to get your eyes off her for long enough for her to shapeshift without incident. And look how it went! Your own brains betrayed you. Golly, you must just feel horrible about all this.”

Gallus winced as the tongue-tentacles squeezed his chest a little harder. He reasoned that Cozy had to have a plan in mind when taunting him. She generally wasn’t one to gloat for gloating’s sake. Was she just trying to break his spirit, so even if he escaped, he’d be unable to oppose her? Or was she up to something else?



Applejack smiled serenely. Between herself and her friends, they’d managed to shut down Tirek’s attacks completely. He was now hiding behind a force field as she, Twilight, Rainbow, and Rarity bombarded it with spells, storms, and good old kicks. From the tower above, Pinkie continued to keep a lookout for Spike, Cozy, and Chrysalis, as Fluttershy flitted back and forth on a more active search.

“Something big’s coming this way!” Pinkie called down. “Really big!”

Applejack hoisted her lasso. If it was Chrysalis, she was ready to capture the bug. And if it was just some wandering critter, Fluttershy could talk it down.

Applejack ran forwards towards the huge disturbance, and charged right into—Ocellus?

The cyan changeling gasped in shock. “Applejack?”

Before Applejack could reply, a saccharine voice drifted down. “Aww, looks like you’ve stumbled onto our little group!” Cozy taunted. But the earth pony was too quick. With a toss of her lasso, Cozy was pulled to the ground and quickly tied up.

“Golly, you’re a good athlete,” Cozy praised. “But of course you’re going to release me right now and beg for my mercy.”

“Not happenin’, sugarcube,” Applejack retorted flatly. “Yer gonna get locked up back in Tartarus.”

“Oh Chrysaliiiiiis~” the deranged filly called out. “Come and show Professor Applejack our friends!”

Ocellus, throughout all of this, had just stood there, trembling. “Come on, Ocellus!” Applejack instructed. “Get to the others, and tell them to head over here!”

“I-I can’t!” she moaned. “Ch-Chrysalis—”

A roar shook Applejack to the ground. She rolled over rapidly, and saw a huge worm monster! Sandbar, Gallus, and Silverstream were bound tightly in its tongue-tentacles, and the rest of their friend group—plus Spike!—trotted in front of it dejectedly.

“Has three of her friends,” Cozy finished, grinning. “Now, Chrysalis is a shapeshifter, but she does get some of the instincts of her assumed form. I imagine it’s taking quite a lot of effort to keep all three of those creatures out of her mouth. It’d sure be unfortunate if she couldn’t keep control… why don’t you release me, just to be safe?”

She couldn’t let anything bad happen to any of her students. Her eyes lowered in shame, she untied Cozy. “Now, start walking along with the others.”

Applejack obliged, but was already thinking about how she could get those students free.



Chrysalis slithered towards the Castle of the Two Sisters. Her huge worm body was clumsy and ungainly, but it was uniquely well suited for taking prisoners.

She had no intention of harming these irrelevant creatures unless necessary, of course. What did she care about a hippogriff, griffon, and pony? As for Twilight and her friends, Chrysalis had every intention of eliminating them. She didn’t really care if they suffered; she just wanted them out of her hair and unable to interfere with her plans.

Now Starlight Glimmer… Chrysalis would ensure that she suffered immensely. Many days, the only thing that had gotten her through the day was imagining Starlight defeated, lying helpless at her hooves as Chrysalis revealed the utter destruction of everyone Starlight had cared about. Even now, the thought filled her with a surge of energy. She let out a roar through the tazltwurm’s mouth.

Beneath her, Applejack stumbled along. It was pathetic, really. One of the Elements of Harmony, reduced to helplessness not through combat, but simply through threats against innocents. Heroes were so predictable. Chrysalis would have smiled, if her current mouth had been capable of it.



Pinkie perched atop her lookout position. Tirek was cowering underneath his magic shield. Applejack and Spike had both disappeared. Probably captured, but maybe just lost.

She peered into her binoculars. There—trees being knocked over! Since Tirek was here, that was probably Chrysalis in a huge battle form.

Spike, Fluttershy, and a few of their students walked out of the woods. They all looked scared. Pinkie reached for a cupcake, ready to throw at the slightest sign of Chrysalis.

She didn’t have long to wait. A huge worm monster with giant tentacles for tongues was holding the rest of the students hostage! “Twilight! Save them!” Pinkie shouted. “Quickly!”

The alicorn nodded. With a flash of light, she blinked in front of the worm monster. With unbridled ferocity, she fired a beam of light right into Chrysalis’s mouth. The worm howled, and squeezed tighter on the students it was holding—but Applejack kicked it right in the side. It let out a wheezing gasp, and dropped the students. Twilight shot downwards, scooped each of the students, and then with a blink of purple magic, she vanished. The rest of the students, and Spike, did as well.

A moment later, she was back. Her gaze burned with fury. “It’s one thing to go after us, Chrysalis. We all knew what we were getting into. But keeping innocent creatures as hostages? That’s low, even for you.”

The worm writhed in fire, and out stepped Chrysalis. She surveyed the field, and transformed once more. This time, she became a huge, dangerous roc, and flew to beside Tirek. He adjusted his magic shield, letting her in, and she settled on his shoulder in her natural form.

That was two of the evildoers, Pinkie knew. But where was Cozy? What was she up to?



Cozy watched the battle play out from her hidden spot among the trees. As powerful as Chrysalis and Tirek were, they were unlikely to prevail at this point. Every effort to take prisoners had failed, the students were gone, and even Spike was too. All there were left were these six hardened experts.

She tapped her chin. Unfortunate, but not hopeless. She had backup plans even for slowly losing matches like this. The most important factor, she knew, was to shatter their cooperation. As long as the six bearers continued to work together, they were nearly undefeatable. Break their teamwork, and breaking their bodies would be easy.

She focused inwards, reaching for the perfect ruthlessness deep within her. Drawing her breath in, she imagined every enemy, every ally, everyone she had any opinion at all on. Exhaling, she imagined each one of them dead. Not painfully; torture had never been to her interest. It was a much simpler thing, really: creatures only had a purpose in her world insofar as they could serve her. Everyone she had an interest in was by definition a potential threat someday, and therefore needed to be eliminated. Not kindness, not revenge, not loyalty, not obligation would make her so much as pause in doing what she always did:

Win.

But this time, her perfect ruthlessness found a block. Imagining Chrysalis and Tirek dead left her feeling… weird. It was a feeling she had never felt before, and she didn’t like it. To test this emotion, she instead imagined them bowing down to her. It was there, but weaker. Next she imagined them ruling beside her. The feeling vanished altogether.

“Strange,” she thought to herself. “Well, let’s try that again, leaving those two out of it.” This time, she didn’t experience that weird feeling at all.

Her mind now locked into that perfected ruthlessness, she flapped her wings quickly, and moved forward. It was time to take one step closer to victory.



Spike stared out the window of the treehouse dejectedly. He wanted to be back with Twilight, fighting to save Equestria. But his big sister had insisted that he stay here. “If something happens to us,” she had said, “it’s up to you to protect our students, and get word of what happened to Starlight.”

He understood the importance of what she was asking. But he couldn’t help but feel that maybe she just wanted him out of the way so he’d be safe.

He turned back from his brooding to listen to what Gallus was saying. “The Tree said that our friendship would be safe within here. What do you think that means?”

“Maybe it means that the powers of bad guys can’t touch us in here!” Silverstream exclaimed.

“Maybe it means any of our conflicts with each other will be easily resolved,” Ocellus suggested.

“Or maybe it’s just a fun place to hang out.” Sandbar shrugged. “Hey, it could be!”

“It’s much more than that,” Spike said. He thought back to all the complex history of the Tree of Harmony. “From when the Pillars planted it to now, it’s been an embodiment of the good things in the world. The things Grogar and his minions want to destroy. The Elements were powerful enough to stop Discord. Even with them gone, there’s still a lot of ambient magic here. We don’t know what the limits on its power are, if it even has any.”

“It has to have some, or Sombra couldn’t have destroyed it.” Smolder crossed her arms.

“But he couldn’t. Even after that, it still came back.” Spike smiled in what he hoped was a comforting way. “And that’s why I know we’ll win: the ideas we’re fighting for always win.”



Twilight and her friends fought for the fate of all Equestria.

Tirek and Chrysalis were both powerful, but they were constantly on the defensive. Whenever either was about to strike, one of the Bearers skillfully negated the attack. Tirek couldn’t focus long enough to drain magic, and Chrysalis kept having to shapeshift just to avoid getting knocked unconscious. All in all, the battle was going well.

“To your left, Fluttershy!” Applejack called out. Fluttershy swerved, just barely avoiding Chrysalis’s lime laser. The beam shared a tree in half behind her. Rarity fired a cloud of glitter to blind the changeling, who only just staggered behind Tirek’s shield again before Twilight would have encased her in solid crystal as she had Starlight.

Cozy was still missing, which meant she was almost certainly up to something. But with her two accomplices occupied here, Twilight was quite confident of victory. The evil pegasus focused on coordination and manipulation, after all, and neither was very effective without allies or gullible marks.

“Just—hold—still!” Tirek grunted. “Stop moving so fast!”

Twilight channeled a current of magic down her horn, intensified it at the very tip, and let loose a discharge of magic so potent it could crystallize a whole town block. Tirek and Chrysalis combined their magic to block the bolt, and Twilight was rewarded by seeing beads of sweat running down their faces.

“Golly, so you’re finally ready to win?” Cozy asked lightly. “I would have thought you’d made up your mind already, but I guess you disappointed me. And that’s not all you disappointed, is it, Chrysalis?”

Twilight seized the filly in her telekinesis, gently but firmly immobilizing her. “What?”



“Chrysalis here is a love-eater,” Cozy reminded Twilight. “That means she can feel emotions as well. And do you know what she felt radiating off of Luna and your teacher Celestia?”

“Shut up,” Twilight ordered coldly.

“Disappointment. Shame. Even contempt. They were both expecting such great things from you, and in the end, what did you do? You ran away, leaving them to… well, you know.”

The words hurt more than Twilight could admit. “Don’t talk about them that way.”

“Who’s going to stop me from saying it? You?” Cozy smirked. “You’re bounded by your own ‘heroism’. An ethics code that says there are certain lines you won’t cross. And because of that, I can say whatever I want.”

Twilight still had her magical cage of silence spell ready, but she was a little too angry for rational thought right now. “Don’t—you—!”

“Me what?”

“You little fiend!” Twilight unleashed her power, pinning Cozy to the wall with bolts of force. She looked through the two obvious monsters they were fighting. Time to deal with this more directly.



Cozy strained against Twilight’s viselike grip. The princess’s magic was completely immobilizing her. Twilight glared at Cozy’s allies with pure hate, charging her horn for a more powerful attack.

It was unfortunate Cozy had to resort to this plan, as it was one of her more dangerous ones. But the battle was in that tenuous zone between evenly matched and firmly lost, and Cozy wasn’t going to let it be lost on her watch.

“You know what the funniest part is?” Cozy taunted as Twilight’s eye twitched. “You could have won this fight at any time. You’re an alicorn, and unlike with Cadance, we don’t have the element of surprise.”

“Unlike Cada—what?” Twilight stared daggers at Cozy. “What did you do to Cadance!?”

“Oh, you know. She and her husband were in Ponyville, because of you—you did call them there, didn’t you?” Only a guess, but from the look on Twilight’s face, an accurate one. “And we beat them easily. Tirek drained their magic, and Chrysalis cocooned them up nice and safe. I bet she’ll drain their love over the coming weeks… you know, after we finish crushing you and your friends.”

That was too much for the princess. She half-screamed, half-sobbed, and purple-green-black magic flowed down her horn. “YOU WON’T GET THE CHANCE!” She trapped Cozy in a shell of coruscating magic, and hurled bolt after bolt at Tirek and Chrysalis.


Through the shroud of dark magic, Cozy could make out Twilight’s ferocious attack on her allies. Cracks formed along their shield, and it shattered like glass.

Twilight seized them in her telekinetic grip, and slammed them both into the ground. She followed up with bindings of magic to hold them in place.

“I’ll never see Celestia again!” she screamed, tears flowing down her face. “Because! Of! You!”

Her horn blazed with magic, no doubt preparing a spell to petrify, banish, or otherwise remove her allies. Cozy winced. If her assessment had been wrong, she was about to lose the two creatures she actually enjoyed the company of.

Fluttershy swooped between Twilight and the villains. “Twilight, wait! This isn’t you!”

“Revenge ill becomes you, dear,” Rarity agreed from down below. “I know what they’ve done is absolutely despicable… but this isn’t the way to right that wrong.”

Slowly, reason returned to Twilight’s eyes. “You’re right. I just felt so… I just got…” She looked downward in shame.

Unicorns, as a rule, have to focus to actively maintain combat spells. If that focus is broken, the spell weakens or even ends. Cozy was banking on the hope that alicorns obeyed the same rule.

As it turned out, they did—or at least, Twilight did. As she covered her eyes, Cozy’s magic cage dissipated, and to her delight, so did Tirek and Chrysalis’s bonds. With a quick wing signal, she gave them an instruction.

The sky cracked as Tirek and Chrysalis poured every drop of pure power they could into a combined beam to destroy Twilight. Rainbow clamped her wings to her side, power diving to knock Twilight and Fluttershy out of the way, but even a glancing blow sent them all spinning into the trees.

Cozy grinned. This was more like it!



Pinkie watched the villains nearly knock three of her friends unconscious. What kind of meanies would do that to FLUTTERSHY? She reached for her cupcakes, and let a barrage of baked goods splatter all across Chrysalis’s face.

Rarity slammed a thick curtain into Chrysalis, sending her careening through the air. Applejack lassoed Cozy again, and the awful filly couldn’t do anything to escape. But Tirek was charging up a laser, aiming right for Twilight’s prone body!

This called for extreme measures. Pinkie Pie style!

Pinkie reached for her largest cake, and hurled it right between the centaur’s horns. Before he could finish his spell, the cake swooped through the magic. He was thrown backwards from the feedback, and Twilight was fine.

Pinkie afforded herself a smile. They never expected the cake attack.

But her happiness was cut short by what she saw in the distance. The skies over Canterlot weren’t just cloudy anymore. The clouds were beginning to spiral, as if nature itself had gathered to watch whatever was happening there. Worse, they were starting to glow with a faint unearthly light.

What was Grogar doing?



Chrysalis roared as she was entangled in the curtain. Those ponies dared to trap her in cloth?!

She reached deep into her pool of energy, and felt thick fur replace hard chitin. Hole-filled hooves grew and grew, splitting apart into razor claws. A skeleton popped up just inside her back, and a ribcage formed to protect her vitals.

Her Ursa Major form tore free of the curtains.

“T-that was an antique!” Rarity whined. “How could you?”

Chrysalis replied with a deep roar. Flecks of spit clung to Rarity’s mane. “My hair!” she cried. “That. Is. It!”

Rarity fired a laser right into Chrysalis’s hide, but she was no Twilight and the beam was nothing more than a distraction. Chrysalis growled, and batted the annoying unicorn away.

She analyzed the battlefield. Tirek had nearly finished off Twilight, but Pinkie had interfered right at the moment of triumph. So Pinkie would be her next target.

She charged forward, ignoring all feeble attempts to stop her. She was an Ursa, of course, and very few indeed were the ponies who could hope to stop her.

She body-slammed Pinkie’s tower at the end of a full charge. High above her, she heard the satisfying sound of the pink one’s shouting rapidly approaching. “Aaaaaaaa!”

But before Pinkie fell to her fate at Chrysalis’s claws, a rainbow blur intercepted her and snatched her to safety. Chrysalis stared in disbelief. Even after Tirek had hit Rainbow that hard, she was still coordinated enough to save a falling Pinkie?



Twilight struggled to her feet. Tirek had just tried to destroy her, and only Rainbow and subsequently Pinkie’s timely interventions had saved her. Now she had to find a way to win this fight.

Chrysalis was going after Pinkie. Cozy was skulking, probably trying to figure out another way to get into their heads. Tirek was charging another magical laser in her direction. She closed her eyes, reaching into the font of magic deep in her soul. Thought became action, and she teleported to behind his twin horns just as he fired a sizzling laser. She watched in astonishment as he gouged a path through the forest.

Twilight fired a volley of energy at his hindquarters. “Urgh!” Before he could finish turning towards her, she teleported to Chrysalis. She launched a crystallization spell, which actually worked—until Ursa-Chrysalis broke free.

Twilight racked her brain. Her knowledge of how to fight Ursa Minors was centered around pacifying them. But this wasn’t an actual Ursa—it was the body of an Ursa with the brains of a changeling queen.

A queen… one desperate for subjects, Twilight reasoned. So Twilight needed to restore the queen to her throne—or at least make her think she had been.

She had never been especially skilled at illusion magic. In her eyes, magic should affect the real world, not the senses. But she had still learned a few illusions. And the alicorn power coursing through her veins did give her something of a universal talent at magic.

Her horn blazed with pure power as she struggled to create an effect similar to what Sombra had done to her, but in reverse. Rather than trapping Chrysalis in her worst nightmare, she was going to show Chrysalis her happiest ending possible.

Just as she was about to release the spell, a shockwave threw her thirty feet backwards, flipping her over and over again. She looked up weakly, and her heart nearly stopped:

Canterlot was destroyed.



Twilight couldn’t tear her eyes away from what remained of Canterlot. Every building within had been reduced to rubble. A yellow-black lance of light pierced the swirling clouds. They formed eerie concentric circles around it like a pinwheel about its center.

Her mind was filled with visions of her mom and dad trapped under masonry, hurt, maybe even gone. No…

How could this happen?

She should have been there. Maybe she could have helped them. Maybe they’d be…

Twilight shook her head. There they were. Tirek, Cozy Glow, and Chrysalis. Three villains—no, monsters—who had just destroyed an entire city. Maybe even one still full of ponies for all she knew!

“You—” she choked out. “How could you?”



Fluttershy watched Canterlot fall. She softly wept. All those poor ponies… those helpless creatures, buried under a pile of rubble…

She closed her eyes, trying to blot out the images. But she could still see the great towers crumbling like sandcastles.

Why? Why would Grogar do this?

She looked down at the three villains not far from her. A righteous rage seared in her heart as she fluttered towards them. They’d gone too far. Now they’d have to answer to her.



Pinkie shut her eyes. She didn’t even feel her hair losing every bit of poofiness and turning straight. But she did feel something: absolute, crushing fury. Nopony, no, NOPONY hurt that many harmless ponies and got away with it.

When Pinkie opened her eyes again, she felt like the world had changed color. It was greyer, and more yellow. She looked from the beam erupting from Canterlot, over to Ponyville. Would Grogar repeat this elsewhere? How many of their other friends would…

She shook her head. No. He wouldn’t. Not while she was still around.

It was time to get some more cupcakes.



Rarity stopped worrying about her mane, or the curtains being destroyed, or any of the other horrible things happening to the aesthetics.

For Canterlot was no more.

No more Gala.

No more Canterlot Boutique.

Maybe even no more Sassy Saddles.

Even if they won—how could Twilight rule now? Equestria’s capital was completely gone.



Rainbow felt a cold dread seeping into her bones. She knew the ponies of Canterlot had probably been safely evacuated, but the ones doing the evacuation would be the Royal Guard—and the Wonderbolts. And she knew Spitfire. The safety of the citizens came before their own safety.

She felt sick. What if Spitfire didn’t make it out? Or Soarin’? Or Fleetfoot?

They were her friends. She’d flown beside them. Spent years idolizing them. And they might have just had something horrible happen to them in the line of duty.

She forced down tears. Now wasn’t the time to cry. Now was the time to make sure they hadn’t made that sacrifice in vain.



Applejack worried for her loved ones.

If the shockwave had been that powerful even here, sending her skidding ten yards, what had it done to Granny Smith? Was she okay? What about little Apple Bloom? Her bones hadn’t finished hardening, and little fillies were fragile…

It made her sick to her stomach. Why would anypony do something like that? Even regular villainy had a goal to it: conquering subjects, or discovering magic, or revenge. But Grogar was doing this to who knew how many ponies he’d never even met!



Spike watched Canterlot crumble, dragonfire raging in his heart. The place he and Twilight had grown up was now nothing but rubble.

He wasn’t just a kid. He was a dragon. And now his home had been taken from him.

“Stay here,” he told the students. “I’ll be back soon.” Before they could answer, he dove off the treehouse. A quick flare of his wings turned his fall into a rapid glide as he shot back towards the battle.

It was time to end this.



Across Equestria, the fall of Canterlot seemed to freeze time itself

The six students gaped in horror, Ocellus breaking into tears…

“Stars preserve us,” Starswirl whispered…

“That’s not possible,” Rockhoof murmured…

Stygian watched in rigid horror. “I thought I’d left this all behind me…”

Flash Magnus removed his helmet and closed his eyes…

“Canterlot… no…” Shining choked out. He buried his face in Cadance’s shoulder, as their tears mingled on their chests…

Scootaloo, Sweetie Belle, and Apple Bloom hugged tight, hoping against hope things would be okay…

And in a Las Pegasus resort, a shaky voice managed, “I-I do say, brother of mine, this may require a major revision of our business strategy…”



“Pegasi are thugs!”

Coco Pommel dodged back and forth in the streets of Manehattan. She had to get back to Rarity For You before things got any crazier.

“Earth ponies are morons!”

Why was everypony fighting? Canterlot Castle had been destroyed a few hours ago, and instead of banding together, it seemed all that was going on was arguing about the different types of ponies.

“Unicorns are elitists!”

And she’d just heard somepony shouting that all of Canterlot had been destroyed. Why weren’t ponies getting organized to help out, or even take back Canterlot?

She cast her eyes downward, and hurried towards Rarity For You.



Stygian labored over a map at the ruins of Ponehenge, Starswirl by his side. It fell to the former Pony of Shadows to organize the Pillars once more, and Starswirl to protect him and offer advice.

Royal Guards across the nation brought report after report, thanks to Flash Magnus’s instructions. Stygian listened to their tales with a mixture of horror and despair. With each new story, he felt like he was falling deeper and deeper into the abyss.

Manehattan and Vanhoover consumed by infighting unseen since the founding of Equestria. The Crystal Empire leaderless. Canterlot destroyed. Sinister black fog in Cloudsdale. Las Pegasus awash with fear and loathing.

“We’re counting on you, Stygian,” Starswirl reminded him gently. “You’re our strategist. If there is yet a chance for victory, your planning will let us find it.”

“We should have heard from Flash Magnus,” Stygian replied, his lip trembling. “I worry for him.”

“As do I. But he would want us to focus on the mission.”

Stygian nodded silently. If only he had the power he’d enjoyed as the Pony of Shadows, maybe he could protect Equestria himself. But that power came with a darkness on the soul. It wouldn’t be worth it to save Equestria from Grogar only to doom it himself.



Tirek watched Canterlot fall with a strange mixture of feelings. It wasn’t that he was sad. It was more that he was disappointed, frustrated, and angry. The Canterlot Archives had the most complete collection of knowledge anywhere in Equestria, and no doubt were filled with valuable secrets that he could profit immensely from. But now Grogar had buried them under mountains of rubble, if the explosion hadn’t outright incinerated them.

What a waste. It was obscene.

A growled whisper put an end to his pondering. “Have you destroyed Twilight Sparkle and her friends yet?” Grogar demanded through his communication spell.

“We’re still working on it,” Tirek replied with a hint of irritation. “They are proving annoyingly resilient. But we’ll prevail.”

“See that you do. I grow tired of solving all your problems.” The ram lord cut off contact without waiting for a reply.

Tirek snarled. Ordering him about, the nerve! Grogar was ridiculously conceited. Did he really think he could command Lord Tirek? Or for that matter, Queen Chrysalis or Empress Cozy Glow?

He surveyed the battlefield. The ponies were staring at Canterlot in shock, or preparing for yet another attack. He braced himself for a revenge-fueled superlaser, and raised a shield to protect his allies.

Idle thought could wait. Now, a battle had to be won.



Chrysalis mulled over what had just happened. With Canterlot gone, Equestria’s conquest was all but assured. What she wasn’t sure was if she’d be able to enjoy it.

Grogar had been the one to bring them all together, yes, but he’d also commanded them and ordered them about. It was clear he saw them as minions, not collaborators or equals.

And it struck her as quite likely that he’d seek to betray them as soon as it was tactically advantageous. After all, her and her allies were all experienced, and they’d be a risk to his rule.

She licked her lips. That was what made their impending betrayal of him all the sweeter. As soon as these ponies were destroyed, they’d acquire his bell and use it to backstab him.

She searched the battlefield. Despite the horrified looks on the ponies’ faces, they were managing to avoid all attacks.

“Grogar just told me to hurry up with the annihilation of Twilight’s friends,” Tirek said sourly. “He could come and help, but that’s beneath someone like him.”

Chrysalis hissed. His impudence truly knew no bounds.

“Keep this shield up if you can, Tirek,” Chrysalis asked. “Let’s figure out a way to win this here and now.”

Cozy put a hoof to her chin, smiling so incredibly innocently. “Golly, you two sure are working hard to win. I’m lucky to have teammates like you!”



Cozy fumed. That IDIOT Grogar was ruining everything! He’d destroyed Canterlot, her future capital, and had all but guaranteed invasion by foreign nations against Equestria! If she’d been chosen as Empress of Friendship by a popular revolution, Equestria’s allies would have had no choice but to accept her legitimacy. But now they’d have to content with the militaries of multiple allies of Equestria, rebellions within, and who knew what else!

“Golly, you two sure are working hard to win. I’m lucky to have teammates like you!” Cozy said sincerely. They really were splendid teammates, and conquering Equestria with them was so fun.

She scanned the skies on an impulse. It was hard through the vortex of Tirek’s orange magic, but she could just make out three spiraling blue-white spirits: Windigos! “Ummm… Queen Chrysalis, Lord Tirek, look over there…”

They followed her hoof, and both gasped.

“They’re back?” Tirek wondered. “I thought the Fire of Friendship drove them away forever?”

“Oh no. No, no, no, this is a very bad sign,” Chrysalis muttered. “Did Grogar summon them?”

“He was creating a massive summoning circle,” Cozy offered. “So… what does this mean? Them being back, I mean.”

“It means there will barely be any love for me or my changelings to feed on,” Chrysalis hissed.

“Ponies can’t bow to my will if they’re always battling each other,” Tirek agreed.

“And an army that’s always fighting itself isn’t an effective army,” Cozy finished. “So… what do we do now?”



“I have a plan,” Tirek offered. “You two will need to trust me on it, and I might need your advice, Cozy.”

As quickly as possible, he explained his idea. Chrysalis snarled in fury, as Cozy returned to her customary smugness. “Ready?” he asked. As they nodded, he put his plan into effect.

Tirek dropped his shield, and amplified his voice. “I have a deal to offer you, ponies,” he boomed. “One you won’t refuse.”

“The only ‘deal’ we’re making is that if you surrender, we’ll put you back in Tartarus gently instead of throwing you back in!” Rainbow retorted.

“Wait. What deal are you proposing?” Rarity asked, suspicious but interested. “What do you want?”

“Your help in defeating Grogar!” he announced. Their stunned faces told him Cozy had called their reactions right.

“Why do you want to fight Grogar?” Pinkie asked, her lip curling with doubt. “Don’t you work for him?”

“Queen Chrysalis serves no one! Least of all some self-important, jumped-up senile old ram with delusions of grandeur!”

“What Her Majesty is trying to say is that we all want to RULE Equestria,” Cozy explained. “Grogar seems to want to DESTROY it. If we help him, what’s going to be left for us to rule?”

“Ya didn’t seem to have a problem destroyin’ Canterlot Castle,” Applejack said. She raised a single eyebrow. “Why’s Equestria different?”

“Targeted destruction of one building complex and the end of civilization as we know it are very different,” Tirek answered.

The ponies still looked confused. Cozy gave a slight wing signal, and Chrysalis jumped in to finish it.

“Look around!” the queen cried. “The Windigos are back. Canterlot is gone. Grogar’s summoning who knows what. If he wins, my swarm will never eat well again!”

Slowly, the light of reason reached each pony’s eyes. “You know that I’ve upheld past bargains,” Tirek concluded. “Here’s one: neither me nor my allies will do anything against you until we’ve overthrown Grogar.” He offered a huge hand, each finger bigger than a pony, to shake.



Twilight looked up at the huge centaur. He was a nasty villain… but he and his friends were right. If Grogar won, there wouldn’t be an Equestria left to save.

She waved her friends over to talk, and saw a welcome sight—Spike flying towards her. He looked angrier than he’d ever been. With a nod, he circled towards her.

“Why aren’t we attacking them?” he demanded bluntly. “They destroyed Canterlot!”

“No they didn’t,” Fluttershy said. “Grogar did. They want to rule Equestria. And they want our help fighting Grogar.”

“Can we trust them?” Rainbow asked. “They’re all really bad guys.”

“No, we can’t trust ‘em,” Applejack replied. She took off her hat, resolve burning in her eyes. “But we need ‘em. Grogar beat Discord without much trouble!”

“Yeah. He’s a super-duper-mega-meanie!” Pinkie pawed the ground. “I hope Celestia and Luna are okay…”

Spike made a shut-up sign, but it was too late. The words were already out, and Twilight’s face fell into frozen horror.

“I want to fight them. I want to have justice for what happened to Celestia. But… I guess sometimes a ruler has to put the good of the world over her own feelings of justice.” She closed her eyes, paused, and opened them.

“Let’s save Equestria. After that… we can set things right for the princesses.” She turned back to Tirek. “I’ll accept your deal… on one condition.”

“What?” He looked down at her imperiously.

“You return the magic you stole from my brother and whomever he was traveling with.” She stared right in his eyes. “As a show of good faith.”

He glanced to Cozy, and then to Chrysalis, before back to her. “Deal.” He opened his mouth and three orbs of magic flew out. They zoomed up into the sky, and back towards Ponyville. He shrunk down, down, to a far smaller (but still quite large) size.

One by one, the six ponies and the dragon shook Tirek’s hand. Chrysalis spat. Cozy grinned. Tirek simply nodded.

Distracted with diplomacy, nopony noticed the very subtle tremor in the earth below.



Twilight watched the three villains very carefully. Their reactions to her agreement to the truce would tell her about their future plans.

Tirek’s tail flicked back and forth, and he drummed his fingers on the ground. He kept looking over his shoulder back at Canterlot, frowning every time he did so.

Chrysalis’s eyes blazed as she paced back and forth. She kept igniting her horn before fizzling it out, and every now and again she’d close her eyes. When she opened her eyes again, they were even more ferocious.

Cozy Glow wore a hauntingly kind, innocent smile as she fluttered between the two other villains’. She gently beat her wings to stay aloft, before spiraling down onto Tirek’s shoulder.

Twilight wasn’t a master of interaction like Cozy, but she hadn’t gotten to be Princess of Friendship without learning a thing or two about how ponies acted. Tirek was frustrated and worried about something related to Canterlot. Chrysalis was infuriated, probably burning to exact revenge on Starlight and bitter that she couldn’t just do so right now. And Cozy… Cozy was confusing. Even now, her emotions were easy to read, implying she was faking them—or pretending to fake them, and showing her genuine emotion? It hurt Twilight’s head to think about. How many layers of deception was Cozy using?



Gallus perched on the edge of the Treehouse of Harmony’s window, looking out at the site of the battle. The professors were talking with the villains now, attacks abandoned in favor of words.

It made him sick to his stomach to admit, but the decision to call a truce—for what else could be going on?—made sense. Cozy wanted to rule, after all, and a world of ruins wasn’t much to rule over. From what he knew of Tirek and Chrysalis, similar motives drove them both as well.

Gallus clenched his claw into a fist. Useful allies they might be, but these three were still horrible and deserved to have justice meted out once this was over. They were complicit in so much, and he’d be glad to see them in Tartarus.

He felt a gentle but hard hoof on his shoulder. Ocellus. “Are you okay, Gallus? You’re starting to scratch the floor.”

He looked down. Sure enough, his paws were fully extended and reflexively curling, leaving lines in the crystalline ground. “I’m just… mad. I understand why our teachers are working with Cozy and her friends, but I don’t like it.”

“We could always do something ourselves,” Sandbar offered. “We stopped Cozy before. And I’m sure the professors would like a backup plan.”

“What it called in pony language?” Yona asked. “Hidden… sneak attackers?”

“Secret agents!” Gallus flashed a smile. “We could tail the professors, and intervene if it looks like they’re about to get betrayed.”

“We stopped Cozy before,” Smolder said, cracking her claws. “And this time, she doesn’t have an army of brainwashed ponies on her side.”



Silverstream put her claws to her mouth, grinning in ecstasy. “Ooooh, I’ve never been a secret agent before! What do we do?”

Ocellus engulfed her body with baby blue lightning, and she became Cozy Glow. “Golly, Chrysalis, it sure is such a scary thing that Tirek can eat our magic! Golly, maybe you should get him before he gets you! Golly, not that I mean betray him, golly—just protect yourself!”

Gallus’s face met the crystal floor as he collapsed into uncontrollable laughter. He felt Sandbar and Silverstream land next to him, both laughing as hard as he was.

Ocellus transformed again, this time into Tirek. “I love eating magic and lifting weights, and I HATE cute things! You’re so annoyingly cute, Cozy! I can’t stand it!”

“B-gawwwkhahahahah!” Gallus cluck-wheezed.

Ocellus giggled along, and returned to her native form. “I’ve been working on that. I think something like that, but less silly, could really help us.”

“It… it could,” Gallus agreed, finally catching his breath. He unsteadily got to his feet. “Everycreature ready?”

One by one, they nodded. He allowed himself a cocky smile. “Then let’s go!”



“We have an errand to run,” Tirek said. Twilight predictably raised an eyebrow. “We’ll be back in an hour or so, most likely.” He shrugged. “It’s up to you what you do in the meantime. But it’d be a bad idea for you to attack Grogar before we return. You’ll need us to win.”

Twilight sighed. “I… agree. I don’t think either of our groups can prevail alone.” She gave him a glare. “But that doesn’t give you license to do whatever you want.”

Tirek didn’t bother to answer beyond a noncommittal shrug. Twilight’s bluster just wasn’t very interesting to him, and she refused to accept the value of powering himself up by draining magic from other ponies.

Tirek’s thoughts were interrupted by Fluttershy’s piercing gaze. He felt something weird as she stared deep into him. Something weird and more than a little scary. “And you won’t hurt anypony else, will you?” she asked, steel in her normally-helpless voice. “WILL you?”

He could feel beads of sweat running down his face as her eyes drilled holes in his soul.”I… alright, I won’t! Just stop making that face!”

Fluttershy broke off the horrible stare. “Good.” She trotted to beside Rainbow, no longer concerned with the centaur.

“Let’s get going, you two,” Cozy suggested. “We want to be as quick as possible so Grogar doesn’t suspect anything.”

“Right,” Chrysalis hummed as she turned into a roc. Tirek and Cozy climbed on board, and Chrysalis-Roc took to the skies. He looked over his shoulder at the six ponies and their pet dragon. They were discussing in hushed tones—too quiet for him to hear the meaning of, but loud enough to tell him they were stressed.

He settled down on Chrysalis’s plumage, and gave Cozy Glow a little smile. It wouldn’t be long now.



Chrysalis beat her wings rhythmically, letting her mind wander. Now that the battle was adjourned, she had time to think about what she’d do once she prevailed.

She wanted revenge. Oh, she wanted it so very badly. But she knew that first, she had to ensure her victory would last. It wouldn’t do any good to take vengeance on Starlight only to be banished to the moon.

With Tirek’s artillery by her side, and Cozy’s frankly uncanny ability to manipulate, she was fairly certain she could retake the hive. And then…

Well, Thorax would have to go, obviously. She’d make an example of him, and perhaps a couple other notable traitors like Ocellus, and then let the rest back into her swarm after a suitable level of groveling. Last she’d heard, Pharynx was still trying to cling to the old ways. He’d be restored to captain of the guard, of course. And she would rule once more!

As for the horrid coloration of the changelings, she’d simply require them all to shapeshift back to a comfortable black. Recreating her antimagic throne would take decades, but it wasn’t impossible. And with Cozy and Tirek ruling over Equestria, she had all the time she’d need.

After reconquering the Hive, she’d request her fri—allies to send her Starlight Glimmer. Neither of them had any particular grudge against her, so she knew they’d agree. And then… then, the fate she visited upon Starlight Glimmer would be whispered around dimming fires for centuries to come.

The thought brought a cheerful smile to her avian body.



Cozy snuggled into Chrysalis’s huge feathers. With the wind rushing past, it was nice to have something to hold on to. She distanced herself from her emotions as possible, and reasoned logically.

Grogar had the power to scry on them. It might only apply to locations, not individuals, and he might be too busy summoning things, but it was foolhardy to assume any of those. She had to come up with an alibi if he scryed them—and she had to tell the others. Her brain whirred with the calculating power of ten Twilights, and in a few moments she had it.

“Remember, we’re going to the hideout because Princess Twilight and her friends teleported there. You detected their destination by trying to eat her magic during the teleport, Tirek. We’re delayed but not beaten.”

Tirek nodded his so-much-smaller head. “Understood. Chrysalis, did you catch that?”

Chrysalis replied, “But of course,” her voice silken. “We are his loyal servants.” Cozy grinned. One thing continued to trouble the filly, however:

The self-proclaimed heroes knew all about her inclination to treachery. What if they decided to take a lesson from her and preemptively betray her?



Back at the gates of the Castle of the Two Sisters, the six ponies and Spike conferred.

“So what should we do while those three are off on their, uh, errand?” Spike asked.

“Prepare for battle,” Dash suggested. “We don’t know what Grogar’s summoned, but if the windigos are part of his army, it’s probably really bad.”

“Um… I just have an idea, but I think…” She took a deep breath, and steeled her resolve. “I think we need to help ponies.” The others turned towards her, listening attentively. “The Royal Guard can help keep peace and protect ponies, but we’re Equestria’s best friendship problem solvers.”

“The map!” Twilight said, her eyes twinkling. “It’ll lead us right to where we’re most needed.”

“Shucks, I reckon yer right!” Applejack said excitedly. “But how are we gonna get from Ponyville to all across Equestria?”

“I believe I can assist with that,” an old, crinkly voice offered.

Twilight pirouetted on her hooves. “Starswirl!” she exclaimed, her voice tinged with joy.

“Twilight, it’s good to see you again!” He trotted forward, Stygian just behind him. “I’ve continued to study friendship across Equestria. But I still have much to learn, and that’s why I believe only you six can aid Equestria in this time of need.”

“Yes, it’s a pleasant surprise to run into you, Starswirl,” Rarity interjected as politely as she could. “But we really should be off.”

“That’s what I was talking about! With Twilight’s assistance, I believe myself and her can teleport each of you to your destination, and back again once you’re finished.” He gestured. “In fact, let’s try now. Twilight?”

She nodded, and charged her horn. He matched her beam of magic with one of his own, and a moment later, all nine of them reappeared in Twilight’s crystal princess castle.

Stygian laid out his maps on the crystal table. “I had an idea based upon the search you did for me when I was… evil, and by the stories you’ve told of how it works. The map detects friendship problems on its own, right?” Ponies around the room nodded.

“Why isn’t it going crazy right now?” he asked rhetorically. “I don’t know for sure, but my guess is it can’t handle all these friendship problems. Everypony’s fighting in Manehattan and Vanhoover. Las Pegasus, the Crystal Empire, Appleloosa, Cloudsdale… there’s just too much going on for the map to handle it.”

“To fix this, I suggest Twilight and Starswirl calculate problems for just one city at a time, and record them to overlay at the end. After that, we can teleport you all to where you’ll be able to fix things.” He gave a nervous smile. “I’d offer to go, but I’m… not the best at solving friendship problems. I’m much more suited to organizing, like this. So… what’ll be your groups?”



“So,” Cozy asked loudly, her voice carrying over the wind, “Once we get the bell, what are we gonna do with it?”

“I read through that book we stole. I have a few ideas,” Chrysalis replied in a far louder voice. Her roc throat gave her incredible volume.

“So do I,” Tirek added. “You probably won’t get much out of it Cozy, but you’re a different sort of fighter anyway.”

“Perhaps we could enchant you with an amplified voice so covering ears won’t do anything,” Chrysalis suggested. “Or create magic shields to protect you?”

“Golly, anything’s great, really,” Cozy said. “I’m used to being just a harmless kid, so if I could maintain that image while NOT being one…” She grinned evilly—which, on her, still looked pretty adorable. “Well, let’s just say it’d be a lot of fun. What about you guys? What do you want?”

“Well, I’d like to enhance my shapeshifting powers,” Chrysalis answered. “This is about as big as I can go right now, and I can’t copy some special combat abilities. When we retake Canterlot, I want to be able to shift into the most powerful forms.”

“There’s something bigger than a roc?” Cozy asked in wonder.

“Many creatures,” Tirek said. “Including me, once I’ve had enough magic to eat. That’s my main goal—more magic, and more sources. Imagine if I could drain magic from the ground or the air!”

Cozy giggled innocently. “That sure would be super! Anything else?”

“I have one other idea, but I don’t want to get your hopes up until I know it’s possible,” Chrysalis said. “We’ll see if it is once we land. And assuming it is possible, I think you’ll both be very, very excited.”



Chrysalis brought the trio in for a smooth corkscrew down to the swamp hideout. “Well, here we are.” Tirek and Cozy jumped off her back. “We should probably… ugh… contact Grogar, so he doesn’t contact us when we’re busy.” She bathed in green light, and reverted to her hole-filled natural form.

“If we had some artifacts, I could get us a nice magic circle going,” Cozy pouted. “But I don’t. Can you guys cast it?”

“Yes, of course,” Tirek replied. “But let’s head inside. It looks like it’s about to rain.”

The trio trotted or flew inside, as befit their limbs, and arrived at one of the tables Grogar had created. Chrysalis and Tirek got to work as Cozy settled into one of the seats, fluffing her curls to increase her adorability.

“Urgh, I hate this spell. Only servants should cast it, not a Queen!” Chrysalis said. “It’s unbefitting of someling of my status.”

“Remember, we’re his loyal servants, working together, chasing down the self-righteous heroes!” Cozy put on a “grrr” face, somehow becoming even cuter. “We’re checking in to report our progress.”

“Right,” Tirek said, stroking his chin. “Chrysalis, just think of yourself as Queen once more. Breathe deeply, inhale for six seconds, hold for four, exhale for eight.”

The changeling took deep breaths. In, hold, out. In, hold, out. In, hold, out. She opened her eyes. “Okay. I am Grogar’s loyal servant.”

She and Tirek fired two beams together, meeting in the air just above the table. Rock cracked from the energy, and the dust floated upwards to form a shadowy, orange-green outline.

Cozy was maintaining her “war face”. Now to pull the wool over Grogar’s eyes.


The ram stared out across them imperiously. “Well? What is so important that you contact me? What have you been doing for the past 20 minutes?”

“We fought Twilight and her friends at the ruined castle,” Cozy answered, “and almost beat them, but they teleported away! Tirek did some super cool magic stuff and found out they’d teleported here, so we flew over.”

“And have you captured them yet?” Grogar demanded.

“That’s just it: they’re not here,” Tirek said. He flicked a finger, annoyed. “So either I tracked them incorrectly, which is unlikely, or they teleported again.”

“Fools! If you were able to track Twilight Sparkle, it’s probably because she wanted you to. Search the surrounding area for an ambush, and then return here.” Grogar glanced away from the communication spell. “I have other business to attend to. Do not fail me.” The spell fizzled out before any of them could reply.

Chrysalis rolled her eyes. Tirek snorted. And Cozy? Cozy just imagined Grogar dead. It was such a nice, happy image!


Chrysalis stalked over to where they’d hidden the bell. She heard Tirek’s hooves clip-clopping, and the faint whirr of Cozy’s little wings. The changeling said, “I’ll be right back. I have something to attend to.”

Chrysalis buzzed into her room. The Mean Twilight log was still where she’d left it. She landed next to it, and stared at it.

“Well, it’s all come to this. Soon we’ll overthrow our ‘master.’“ Chrysalis spat the last word like it was acid. “Soon I will be Queen again.”

The log sat there. It didn’t reply. But Chrysalis could imagine what it would say if it could. “Aren’t you being too trusting? Tirek could steal all your magic, and Cozy could stir up a mob against you. Or the Bearers might decide to attack first.”

“You’re right, of course,” Chrysalis answered the voice that wasn’t there. “But somehow… I know Tirek and Cozy won’t betray me. I just know.”

“You’ve forged a bond with them like the one you had with us,” Pharynx’s phantom voice replied.

“Yes, yes that’s it,” Chrysalis agreed. “And I will rule my hive again.”

“We miss you, Your Majesty,” Pharynx said.

“Come back to us!” Sclerite begged.

“We need you! Thorax is an incompetent weakling who is leading us to ruin!” Cornicle pleaded.

“My brother lacks the strength to rule well,” Pharynx finished.

Chrysalis opened her eyes she only just realized she’d closed. They were all cheering for her. Almost everyone at the Hive hated living under Thorax’s rule. He was only king because of the meddling of the ponies. And with Empress Cozy Glow keeping them out of Changeling internal affairs, she’d be free to rule once more!



Cozy greeted Chrysalis with a gentle, and in fact sincere, smile. “Feeling better?”

“How much of that did you hear?” Chrysalis asked, averting her eyes in shame.

“All of it,” Cozy answered. “Well, all of your part at least.” She didn’t ask her question “who were you talking to”, because she had a pretty good guess. Chrysalis had some severe emotional issues related to her hive. Cozy idly wondered if she could put her unique manipulation talent to work helping someone work through their life problems.

Tirek’s interjection snapped her out of her wandering thoughts. There’d be enough time to work that out later. “So, we’re all here.” He smiled coldly. “We have Grogar’s bell.” He lifted it aloft. “We have the guide on how to use it.” He laid the book they’d stolen out on the table. “And we have the determination to overthrow Grogar.”

“Mmm, indeed,” Chrysalis agreed. “I’ve had enough of taking orders from that goat.”

“Oooh, I love backstabbing!” Cozy grinned in the most diabolical way. “Especially against a would-be supreme leader like Grogar!”

“Then let’s begin,” Tirek said. He bent over the book, and began to read.



“Chrysalis, would you help me with this spell?” Tirek asked. “It looks difficult.” He didn’t like to admit it, but it was true.

Chrysalis scanned the page. “Yes, I think so. Together?”

“Together,” he agreed. Chrysalis fluttered over to opposite him, the bell equidistant between them.

“Go team!” Cozy cheered. “You can do it!”

Tirek inhaled deeply, and focused. His horns blazed with fiery power. A beam of the energy slammed into Grogar’s bell. It splintered into a thousand tiny lines, crisscrossing the bell over and over. Chrysalis unleashed her own laser, meeting his with equal force. It fractured and wove between his lines, forming a cage of pure magic. The bell vanished between strings of orange and green.

Chrysalis gasped between heaving breaths, “It’s not matching up! The bell isn’t responding!”

Beside him, Cozy was flipping through page after page of the book. “Petrification… Secret transformations… Synchronizing! Okay, here! ‘Increase and decrease the radius in time to a pony’s heartbeat.’“ She blinked. “How do we do that?”

Chrysalis and Tirek locked eyes, and nodded. They both lunged for Cozy with a hand or hoof. The little filly screamed in shock as they grabbed for her, and tried to dodge, but to no avail…

And the centaur and changeling each carefully felt her pulse. “G-golly, I thought you guys were gonna… heh, nevermind.” She wiped some sweat from her brow.


Chrysalis and Tirek stared into each others’ eyes again, and adjusted the constrictions of their magical cage to Cozy Glow’s pulse. The cage expanded, contracted, and seemed to hum with latent power. From within the web of Chrysalis’s green and Tirek’s red-orange, a grim yellow-black radiated through. Tirek could see the bell again—and then it started to glow so bright he had to close his eyes. But even with his eyes closed, he could still see it!

Suddenly, Tirek felt his magic changing. The bell was shaping the flow of light from a sphere to a torus, and then to a whirling, rotating thing. The bell hovered at the middle, somehow both pitch-black and blindingly yellow. It burned like a hole in space, an event horizon of magic.

The magic kept building up as Tirek struggled to maintain control. At last, it twisted out of his grasp, and he was hurled back against the wall.

His head spun, but he kept holding on to consciousness. Five paces from him, the bell hovered in the air, slowly rotating.

He called out with a wince, “Everyone okay?”

“Grgghugh,” Cozy groaned. “I think so.”

“My exoskeleton,” Chrysalis complained. “I feel like I just got backhoofed by an Ursa.”

Tirek shakily got to his hooves. He trotted slowly to Cozy and then to Chrysalis, helping each of them up. “After all that, I sure hope we got the bell working.” He guided them to the table, now cracked and nearly split in two. Despite all that, however, the book they’d stolen had only suffered superficial damage.

“Chrysalis, would you like to receive the first spell from the bell?” Tirek asked the changeling.

Chrysalis grinned. “Yes. Can you amplify my shapeshifting power?”



Cozy handed Tirek their guidebook. He flipped through the pages, before settling on a spell that seemed to fit. He channeled magic into the bell, and the bell responded.

A cloud of yellow-black fog poured out of it and washed over Queen Chrysalis. She hacked and coughed as it stuck to her. Her body absorbed it all, changing into a taller, lither form with longer, stronger wings. Her eyes glowed with a ferocious lime light, and even her horn mutated to have a perpetually-green tip.

She grinned. “Yesss, this is perfect. But this new body will require a new set of armor.” She channeled her now-lime magic over her body. Her little spiky crown grew into a helmet wrapping around her head down to her chin, a set of armor styled to look like chitin appeared around her chest, and sharpened boots encased her hooves up to her knees.

“I’ll be right back,” Chrysalis said as she headed for the door. Tirek shrugged, and continued reading the book. Cozy fluttered to a position where she could keep an eye on both of them, probably to make sure nothing bad happened. Tirek shook his head with a wry smile. What powers could he even give somepony like that? She won by talking, not by fighting.

A minute or so later, Chrysalis came back in, now wet with rainwater but smiling wickedly. “I am impressed, Tirek. That exceeded my wildest expectations. It seems this bell is indeed all it was whispered to be.”

“Golly, you’re such a powerful fighter, Chrysalis. If I were Grogar, I’d be really scared right about you.” Cozy gave Chrysalis a sincere, encouraging look.

“Speaking of…” Chrysalis put an armored hoof to her lip. “What enchantments would you like to benefit from, Tirek?”

“Hmmm,” he wondered aloud. “Perhaps…”



Near the foothills of Canterlot, four unicorns stuck close together. With things as crazy as they were, there was safety in numbers.

“Do you think the princesses are okay?” Lemon Hearts asked.

“Of course. I mean, Twilight’s a princess, and she and her friends have never failed to protect Equestria. R-right?” Minuette asked, smiling nervously. She glanced back and forth. You never could be sure when some crazy pegasus or earth pony would start bullying you.

“If anypony can do it, she can,” Moondancer offered. “I’m just worried nopony can.”

Minuette said, her voice flatter than usual, “I believe in her. She can do it.” She didn’t sound confident at all.

“Why aren’t our allies helping?” Twinkleshine asked. “Where are they? Why haven’t the dragons or yaks or changelings come to help us?”

“I’m sure they’re on their way,” Minuette tried to reassure her. Maybe she was really trying to reassure herself.

“Black fog!” Moondancer interrupted. “Let’s get out of here!”

Indeed, a dark fog was swirling right towards them. The four friends sprinted away. Moondancer tried not to think about how the fog seemed to have a mind of its own.



Cloudsdale was in many ways the greatest pegasus city in Equestria’s history. But today, it was in bad shape. It wasn’t suffering the riots so many other towns were, but it had its own problems.

“Everypony calm down!” Rainbow Dash demanded. “We’ll get things under control if you all would just stop freaking out!”

“But the weather’s going crazy!” a weatherpony retorted. “There’s snow all across Equestria. An entire district of our city had to be evacuated!”

“I know you’re all scared and upset,” Fluttershy offered kindly. “I am too. But panicking won’t solve anything.”

“The factory is completely breaking down,” a pony Dash recognized as Clear Skies reported. “That horrible black fog swept through it, leaving ponies helpless at their jobs.”

“Black fog?” Fluttershy asked.

“Thick, billowing black fog. It moved so fast and seemed to have a mind of its own!” Open Skies added. “Maybe there’s some awful fog monster going through here?”

Rainbow Dash locked eyes with Fluttershy. “We’ll be right back,” the athlete promised the ponies. “We just have to talk with some of OUR friends.”

Dash and Fluttershy tapped the little coins Starswirl had given them. A moment later, they flickered out of sight.



Pinkie gaped in horror. She’d just been teleported to what Stygian assured her would be loud and quarrelsome. It was one of the locations ponies evacuated from Canterlot had been taken. And yet, not a single pony was to be found.

She zoomed back and forth, checking behind trees, in rocky caves, and even under rocks, but absolutely nopony was here. The only sign of their presence were tracks heading back towards Canterlot.

What had happened? They were far enough from Canterlot she wouldn’t have thought Grogar would do anything to these ponies. And there wasn’t any sign of a fight. It was like all the survivors had just decided to go for a walk right back to the place they’d fled from.

Decided… or been made to decide. Pinkie made a war face. Grrrr! So that was what was going on. These ponies had been mind controlled!

Pinkie lamented the absence of her sleuthing helmet, but sometimes you had to solve problems in bad conditions. And this was one of those times. Somepony had mind controlled everypony here!

Heading after them was dangerous. She’d check back in with the others, and then they could go save the day.

Pinkie cracked her tail. And when she met whoever had stolen the minds of all these poor innocent ponies, they’d be sorry. Her party cannon had some meanie’s name on it.



Sweetie Belle lifted a vine with her telekinesis. She carefully tied it into a knot, and threaded it through another vine.

“This is hard,” she complained. “How do you do it so fast, Apple Bloom?”

“Earth pony magic!” Apple Bloom said with a big smile on her face. She was quickly weaving vines into nets. “Workin’ with vines is kinda like workin’ with apples. Just more stringy.”

“It’s a good thing the Washouts left their equipment behind,” Scootaloo added, packing a net into a cannon. “This stuff is dangerous, and dangerous is exactly what we need to fight off monsters!”

“Y’all ever wish Babs were here? I bet she’d do great.” Apple Bloom asked between bites to tie knots.

“Yeah,” Sweetie replied. “But I bet she’s doing the same thing we are in Manehattan. Maybe she’s fighting a secret war from the tunnels and skyscrapers!”

“Speaking of fighting, when do you think we’ll see some action?” Scootaloo asked, trotting in place. “I wanna defeat bad guys!”

“Prince Shining and Princess Cadance asked us to stay near Ponyville and protect it,” Apple Bloom reminded her. “Since they got their magic back, Tirek was probably defeated. If he wasn’t, he’s gonna want revenge. If he was, his friends will. Either way, we’re the ones keepin’ Ponyville safe.”

“I know,” Scootaloo sighed. “I’m just bored!”

“Don’t worry, Scootaloo. I’m sure you’ll get some excitement soon. After what happened to Canterlot, I bet monsters will try to do the same to Ponyville.” Sweetie Bell gave her a reassuring pat on the back.

“Let’s get a move on. We need to set up our traps ahead of time t’make ‘em work as best as we can!”

“You’re probably right,” Scootaloo said. “Let’s go get ready to save Ponyville!”



Twilight paced back and forth. Pinkie’s report was dire, Fluttershy and Rainbow’s scarcely less so. Together, they’d been making progress, but the fact was: Equestria was on the verge of total collapse.

Her musings were interrupted by Starswirl. “Twilight! Two ponies are here to see you.”

She looked up at him, and spotted who had just arrived.

“Shining!” she shouted as she ran over to him, giving him a firm hug. “I was really worried. Are you okay?”

“I’m fine, Twily” he reassured her. “Where’s Chrysalis? What happened?”

“Off on an ‘errand.’“ She rolled her eyes. “As for what happened, well, we reached a truce.”

“A truce?” Cadance asked skeptically. “You don’t actually trust them, do you?”

“I trust them to act selfishly but intelligently,” Twilight said with a shrug. “And they all realized that Grogar will leave nothing but ruins, so they want him stopped as much as we do.”

Shining Armor considered her words, and nodded. “Of course. They’re evil, but they’re smart. And they want to rule, not destroy. If we win, they’ll most likely betray us right afterwards, so be ready for that. But until then, they can probably be trusted.”

“I see what you mean,” Cadance agreed. “But after we defeat Grogar, it might be wise to immediately capture them.”

“We won’t do that,” Rainbow said firmly. “We’re not backstabbing our allies.” Something in her voice told Twilight there wouldn’t be any use arguing, so she decided to change the subject.

“What about you two?” Twilight asked. “What will you do now?”

“I think we should head back to the Crystal Empire. It needs protecting too, after all.” Shining gave her a hug of his own. “And you’ve got things under control here.”

Twilight hugged Shining even tighter. “Please be careful. Grogar is really dangerous.”

“Don’t worry. We’ll be okay,” Cadance said. She gave Twilight a reassuring smile.

Twilight nodded, and let go of Shining. He and Cadance trotted away together. Twilight watched them until they were out of sight.



Rarity and Applejack trotted through the opulent Las Pegasus resort. It was strangely deserted.

“Ah hate this place,” Applejack muttered. “Flim and Flam are makin’ money by scammin’ other ponies!”

“You must admit though, the decor is simply splendid,” Rarity said. “Such style! Such fabulosity!”

Applejack was about to give her thoughts when an all-too-familiar voice interrupted. “Well, it certainly is a surprise to see you here, Applejack,” Flim said. He’d slid up to right beside her.

“But a pleasant one, isn’t that right Flim?” Flam added.

“Absolutely! We’re always happy to entertain guests with your status!” He grinned. “And we’re truly flattered that the legendarily discerning Rarity considers our decor splendid. So, what can we do for you ladies?’

“The friendship map told us there was a problem we could solve here. We’d like your help in locating it, if you would be so kind as to humor us.”

“Rarity!” Applejack hissed. When Rarity gave her an inquisitive look, Applejack waved her to the side.

“What is it, Applejack?”

“Ah think Flim and Flam ARE the friendship problem! Even in a time this dire, they’re still takin’ advantage of gullible ponies!”

Rarity put a hoof to her lip. “I understand your concern, Applejack, but we have to start somewhere. And these two do know Las Pegasus quite well.” When Applejack didn’t raise any further arguments, she turned back to the brothers.

“We would be honored to help however we can!” Flim replied. “What exactly are we looking for?”

“Well, friendship problems can take many forms. Arguments, feuds, societal issues…”

“For that, Miss Rarity, you only need look out the window.” Flam pointed behind them.

Las Pegasus was in chaos. Ponies were screaming at each other, stealing things from stores, and in a few cases even getting in fights.

“Ah…” Applejack said, taking her hat off in astonishment. “Ah don’t know what to say.”

Flim nodded. “We barricaded our resort the moment it started.”



“But it’s not a sustainable business model to turn this place into a fortress,” Flam said. “And so, we would very much like your help in calming things down.”

“So you want to help… because not helpin’ would cut into yer profits!?” Applejack demanded.

“Yes,” Flam answered bluntly. Flim made a quick hoof signal, and Flam abruptly closed his mouth.

“What my brother means to say is that while that is certainly one of our motivations, we do have others as well.” Flim gave her another smile. “We have friends of our own, and we certainly don’t want anything bad to happen to them. So economic interest is a part of it, but it is by no means all—and even if we wouldn’t make a single bit off helping you, we’d do it anyway.” Flam nodded his agreement.

Applejack raised an eyebrow in unmitigated skepticism. Rarity chuckled nervously, and suggested, “How about you shake on it?”

Flim and Flam offered their hooves to Applejack. With a sigh, she spat into her hooves, and shook them both. “Alright. For Equestria’s sake.”

Rarity dashed in to break the awkward situation with, “Then it’s settled. Come along, boys. We have work to do!”



The little villages of Sire’s Hollow had been converted to a fortress. Hay bales blocked the road, and unicorns stood ready to fire lasers at any threat.

But when the attack came, it came in a different form. The ground rumbled, and their barricades collapsed into newly-formed holes. A house followed suit, its walls folding inwards in a resounding CRASH.

“Help!” a colt called out from within. “I’m trapped!”

Firelight and Stellar Flare rushed to the scene. They frantically tried to dig him out, but there were just so many ruins.

A shadow fell over the two of them. They looked up in unison, and gasped.

Rockhoof landed beside them, shovel at the ready. “Don’t worry, little one. I’ll get you outta there.” He thrust his shovel in between the planks of wood, and with a mighty heave, threw half the house to the side.

The colt scampered out, and gave him a hug. “You saved me!”

“Just doing my job,” Rockhoof replied. “Now, let’s figure out who’s destroyin’ your homes, and put a stop to it!”



Just outside Professor Twilight’s castle, the six students at the School of Friendship skulked in the shadows. The cold, grey sky cast a pale pall over the land.

“I just thought of something,” Ocellus said quietly. “Chrysalis, disguised as Fluttershy, mentioned Grogar. So did Spike. It took me a while to recognize the name, but I figured it out.” Ocellus looked up at them. “Guys… he’s the Father of Monsters. Our oldest myths call him the creator of the changeling species.”

“Hey, I heard something similar. He created dragonkind, or at least that’s what a book I read said.” Gallus shrugged as Yona stared at him. “What? I can enjoy reading.”

“What do you think it means?” Silverstream asked, a hoof against her chin. “In general.”

“It’s possible he’ll reach out to either the changelings or the dragons,” Ocellus said hesitantly. “If that happens… some might join him.”

“There are a bunch of few dragons who want to go back to how things use to be,” Smolder explained. “If he wants allies, he can find ‘em there.”

Sandbar nervously looked over his shoulder. “So… what should we do?”

“Let’s go see the professors.” Silverstream gave her friends encouraging smiles. “They’ll know what to do. Follow me!”



Spike stood atop one of the many balconies of his castle. Well, technically it was Twilight’s castle, but he was her little brother, so he had a share in it. From his high perch, he looked out over the Everfree forest.

Their battle with the villains had devastated the area. Trees had been reduced to splinters, craters pocketed the ground, and a fissure ran out of Everfree to right beside the castle. Among the blasted area, six creatures cantered (or did their species’ equivalent) towards the castle.

Spike flew back to the map room. “The students are coming here!”

Twilight turned around. “How far are they? Did they look hurt?”

“No, they look fine.” Spike glanced around the table. Everypony but Rarity and Applejack was here.

“Can you go greet them and lead them here? It’s a little easy to get lost in this place,” Twilight said with a little smile.

“Can do!” He saluted, and flew downstairs. He zigzagged between crystal pillars before arriving at the huge doors. From there, it was easy to intercept the six creatures.

“Hey guys!” Spike called out. “Looking for Twilight?”

“And the other professors, yeah,” Sandbar agreed. “We think we’ve figured out something important.”

“We need to explain immediately,” Ocellus said, her eyes darting back and forth. “Can you take us to her?”

“Follow me,” Spike said. “They’re right through here.”

Back through the big doors, back between the pillars, back up the stairs, and into the map room he flew. Ocellus, Sandbar, Yona, Smolder, Gallus, and Silverstream followed right behind.

“Okay,” Spike said between pants. “H… how about y… you guys tell them what you learned?”

“Sure,” Smolder said. She wasn’t winded at all. “We think that Grogar might take control of dragonkind and changelingkind.”



“C-control me?” Spike asked fearfully. “How?”

“Well, not control exactly. Uhh, Gallus, can you explain?”

“Yeah,” Gallus said. “Alright, so Grogar supposedly created changelings and dragons. He’s legendary to both of them. So if he offered to give them free rein to do whatever they wanted to Equestria, some of them would probably agree.”

“We already have Starlight working to gain all of Equestria’s allies on our side,” Twilight said. “But I can warn her about that. Spike, take a letter.” Spike dutifully raised a scroll and quill, and Twilight dictated, “Dear Starlight, I have received word that Grogar might attempt to convince dragons and changelings to join him. Be sure and highlight his untrustworthiness as an ally and his love of destruction for its own sake—which would leave them with nothing. Your teacher, Twilight Sparkle.”

“Twi… light… Spar…kle! Done!” Spike said. He grinned at her.

“Go ahead and send it, Spike,” Twilight said. “There’s no time to waste.”

Spike exhaled onto the letter, and its smoke drifted into the air and out of the room.

“Now, we have to figure out to do with you,” Rainbow said, looking at the students.

“Do with us? What Professor Dash mean?” Yona asked.

Fluttershy gave them a sympathetic frown. “All of you but Sandbar are foreign students, and in several cases, with direct connections to the leaders of your country. We don’t want you getting hurt.”

“With all due respect,” Gallus said, looking Rainbow Dash right in the eyes, “we can take care of ourselves. We stopped Cozy Glow. We’ve been following you since you reached an agreement with her and her friends. We know what we’re doing, and the Tree of Harmony has a special connection with us. We want to help. So are you going to waste time trying to get us not to, or are you going to let us fight and maybe gain the edge you need to win?”



“He has a point,” Pinkie said in her half-humorous way. “The Tree of Harmony saved them when all magic was about to be lost forever. I say we let them come with us and help stop Grogar!”

Twilight looked from one face to another as Starswirl charged his horn. Rarity and Applejack appeared in a flash of light. “Can you leave us for a minute or so?” Twilight asked the students. One by one, they nodded, and filed out.

“What’s goin’ on?” Applejack asked.

“The students want to come with us and fight Grogar,” Rainbow summarized. “I feel like we should let them come.”

“Absolutely not,” Applejack said firmly. “We promised their families to keep ‘em safe as best we can. Ah am not breakin’ a promise.”

“Grogar is really powerful,” Fluttershy added. “Much more than Cozy was.”

“But if Grogar wins, nowhere will be safe!” Rainbow argued. “We’d be putting them all in danger by not having them come along and help!”

Before Applejack could respond, Stygian interrupted. “Um, it’s not my decision, but I do have some thoughts.” He looked at them uncertainly, expecting to be ignored, but they were listening attentively. “There is a middle ground. You could have them come along, but stay back a ways and stay behind trees, rocks, and other barriers. They can provide cover and utilize their connection to the Tree of Harmony, and they’ll be less in danger than you will be at the front lines.”

“I think that’s a good idea,” Rarity said with a nod. “Protects them while still letting them help.”

“Yeah. Good thinking, Stygian!” Spike said.

“I agree,” Twilight added. “All in favor?”

One by one, the ponies nodded—except Applejack. “Ah promised to keep ‘em safe… but I guess as long as Grogar’s free, nopony’s safe. So… Ah agree too.”

“It’s settled, then,” Twilight said. “You can come back in now!” she called to the students. She quickly relayed their decision, and concluded with, “Get ready. We might be heading out soon.”



For the first time since Flurry Heart destroyed the Crystal Heart, snow fell on the Crystal Empire. There was yet enough magic to prevent it from accumulating, but snowflakes still drifted onto heads and hooves in the streets.

The cold of the weather, however, was warm compared to the mood of the city. “We should secede from Equestria,” one stallion said through a scarf. “Their problems aren’t ours.”

“If we raise the Crystal Heart’s shields, we’ll be safe. We need to take care of our own families.”

“The prince and princess ran off,” a third added with a roll of her eyes. “Why aren’t they here to protect us?”

“Yeah. I thought they were our royals, not Equestria’s?”

So engrossed were they in their bitterness, none of them noticed that the snowflakes were starting to fall faster.



Zecora’s hooves pounded the ground as she hurried through Everfree Forest. With the madness that had struck Equestria starting to seep into the air, she needed to gather a few more herbs. Although her collection was extensive, it just wasn’t practical to keep a supply of every plant she could ever use in her house. For those she needed rarely, it was easier to gather them when she required them.

All this led to her running through a forest alive with even more danger than usual. The roars of cragadiles, manticores, and worse resounded through the trees. It seemed the Windigos’ power to inflame rage had even reached the creatures of Everfree.

There was the stargum root! She came to a quick halt, and pulled it up by her teeth. Even that little bit left her head feeling clearer and her emotions calmer.

As she turned to head back to her hut, she nearly bumped into a muscular, spiky manticore! It roared, and took a step closer to her.

Zecora took a deep breath, and stared calmly at the creature. “That you are upset, I can clearly see,” she said. “Why not have a treat from me?”

It cocked its head to one side, and grunted. Giving her a suspicious look, it sat down.

“Though this looks so very crude, I think it will aid your mood.” She got out her mortar and pestle, and broke a bit of the stargum root into the bowl. A bit of pounding later, and it was a fine powder. “Eat this for the wetter weather. In a moment, you’ll feel better.”

The manticore extended a paw. She carefully put her bowl in the creature’s paw. It roughly threw the powder back into its mouth, paused a moment, and started licking Zecora affectionately.

“It was a pleasure, my furry friend. But my quest is not yet at an end.” When the manticore looked at her confused, she continued, “I must go home to make more cure. Your help would speed it up for sure!”

The manticore nodded, and lowered to its belly. Zecora climbed on, and the great beast leaped into the air.



Tirek flexed his muscles. They bulged with pure magic. Grogar’s bell had enhanced his power to a massive degree. Of course, this was only the obvious improvement he had received. It had taken an enormous amount of work, but he and Chrysalis had been able to craft a bewitchment that would all but assure victory. As Tirek’s body had the highest innate tolerance for extreme magical stress, he was the natural carrier of this spell.

Cozy alighted daintily on his shoulder. “Golly, Tirek, you sure are looking powerful!” She grinned. “As for me, I think I look as harmless as ever!”

“Agreed,” Tirek replied with a smile. “Now, how about you get to work while Chrysalis and I finish up?”

Cozy fluttered down to the ground. She reached up to her ribbons on her mane, and they flashed with a pale blue light.

Cozy was a pegasus, and transforming her into an alicorn was beyond even the Bell’s power. It seemed the rarefied status of alicorn was restricted to a level unlike nearly any other magic. Cozy hadn’t seemed that fazed. “After all,” she had said, “I want to look like a harmless little filly. And being an alicorn might get in the way of that!”

So instead, Tirek and Chrysalis had given her a variety of magicks in her ribbons to call upon—essentially turning her ribbons and bows into artifacts. Cozy had insisted on a very specific set of magicks, and the two adults had done their best to meet her expectations. Now, it was time to see if it would work.

The blue light spread out across her body, and an identical copy of Cozy appeared next to her! “First, let’s talk to the Crystal Empire.” Her clone nodded, and vanished. Cozy closed her eyes. Though Tirek couldn’t see what she was seeing, if he’d executed the spell correctly she would be able to send her copy anywhere in the world, and see and talk through it as if she were there. It wouldn’t have any physical substance, but Cozy’s preferred weapon was her honeyed words anyway.



Cozy felt the magic flowing through her. It was such a lovely experience. This was what it must be like to be a Starlight Glimmer or Starswirl the Bearded!

She dispatched her image to the Crystal Empire. As she closed her eyes, she could still see—but now, she saw through the illusion’s eyes. The ghostly copy of herself moved effortlessly across vast tracks of land, through solid rock, unimpeded by any barriers. Perhaps fifteen seconds passed before it arrived at the Crystal Empire.

She could have gone straight to the Guard and mobilized them. But her experience had taught her ponies were more inclined to do things if they thought it was their own idea. So, naturally, she went about her work.

“Help!” she called out. “Somepony, I need help!”

A crystal pony looked at her with sympathy and worry. “What’s wrong?”

“My parents were in Canterlot this morning. I don’t know what happened to them!” She sniffled. “I’m so worried for them. Please, get your guards to come help!”

“I’ll be right back,” the mare stammered, and ran off. Cozy wanted to smirk, but she had a role to play—that of the terrified, loving child afraid of being abandoned.

A couple minutes later, the mare came back, a guard just behind her. “You’re worried about your parents?” he asked sympathetically.

“Y-yeah,” she choked. “I don’t know if they’re okay, or if they—” She sobbed, tears dripping down her cheek. “Please, help save them!”



Another pony had trotted up to the commotion. “We have to help her!” he pleaded. “She must be worried sick!”

“Yeah,” a third crystal pony added. “It’s the right thing to do.”

The guard sighed, looked back towards the castle, and then to Cozy. “Look, I can’t just go running off alone… but I’ll ask and see if we can march on Canterlot.”

“Thank you,” she said, giving him her best grateful look. “You don’t know how much this means to me. I just hope you succeed.”

“Y… yeah.” He took off his helmet, and averted his eyes. “We’ll probably have to wait a bit, you know—organize with the other cities so we have a chance. A-and we can’t do anything until Princess Cadance and Captain Shining Armor get back. But…” He looked her in the eyes, his own eyes pained. “I promise I’ll do everything I can.”

“You’re a hero,” Cozy gushed. Flattery, properly applied, was a potent tool. “I’ll never forget this.”

“Well… be safe.” He cantered back to the crystal castle.

One he was out of sight, she got to work increasing the popular support. A few tragic details, a few pained whimpers, and the now-crowd was putty in her hooves. She knew the rumor mill would take care of the rest, and soon the entire Crystal Empire would be clamoring for a liberation of Canterlot.

“I… I think I’m going to get a meal,” she finished. “Daddy always says I need to eat more.” A few other excuses got her safely away from the crowd, and from there it was trivial to recall her ghostlike image back to the hideout.

All in all, her little mission took perhaps seven or eight minutes. A very good thing, really:

She had more cities to convince.



As Cozy lay on the ground, her eyes darting about under her eyelids, Queen Chrysalis reentered the room. She had returned to her lithe, natural form, and was carrying her beloved Mean Twilight log.

“Tirek, I need your help on something,” she said to him. She had almost rejected this idea entirely, but in the end, one fact remained true: she wanted this to happen.

“What is it?” the centaur asked.

“As you may have noticed, I have kept this around.” She hefted it aloft.

He raised an eyebrow. “Of course I did. I’ve come to think that log might be your best friend.”

Chrysalis ignored the banter. “What I wish to do is something Grogar may have imagined would have happened someday, but I think he would never suspect me of doing now.” She bared her teeth. “Another secret weapon—similar to your special shielding.”

“And what is it you want to do, Chrysalis? Stop avoiding the issue.” Tirek crossed his arms in a skeptical but not unfriendly way.

Chrysalis stroked all that remained of Mean Twilight Sparkle. “Months ago, I created copies of Twilight Sparkle, Pinkie Pie, Rainbow Dash, Fluttershy, Rarity, and Applejack out of wood, pictures of each of them, and a piece of each’s mane. This team proved to be that awful mix of incompetent and treacherous, and they were devolved back into wood by the Tree of Harmony. The copy of Twilight was by far the most competent and driven, and I have kept what remains of her with me as a memento.”

Tirek raised an eyebrow. “And? Do you intend to create something similar to her?”

“Not… exactly,” Chrysalis purred. “With the power of the Bewitching Bell, and your mighty talents, I think I’d be able to undo what the Tree did.”

“So you mean to—?” Tirek asked quickly.

Chrysalis slipped her tongue between her lips in a predatory smirk. “Yes, I would like to resurrect the dark clone of Twilight Sparkle and have her join us in our quest.”



“Tell me more about her,” Tirek requested. “This is a very fragile situation, after all, and a new member could ruin everything if she were to betray us.”

“She is dangerous,” Chrysalis replied. “A natural backstabber like Cozy. As talented at magic as Princess Twilight herself. Brilliant, self-centered, ruthless, independent. And…” Chrysalis mumbled something.

“What was that?” Tirek asked. “You know I can’t understand you when you talk quietly.”

“She is smarter than me,” Chrysalis grudgingly admitted. “She would have destroyed me if not for the intervention of the Tree of Harmony.”

Tirek stared at her. “So why do you want to bring her back if she already tried to destroy you once?”

“Because she would be a powerful ally! And because I believe she and I have enough interest in common she will work together with us up until Grogar is defeated.” Chrysalis pursed her lips. “And… I miss her.”

“You miss her?” Tirek echoed in disbelief.

“After I was exiled from my hive, before I met you two, she was the only person who reminded me of what it was like to have a hive again. Even if she betrayed me, I still harbor those feelings. Why do you think I’ve kept this log all this time?”

Tirek shrugged. “Alright, I’m open to resurrecting her. But we should ask Cozy before going ahead with it.” Chrysalis nodded, so Tirek walked to where Cozy lay. He gently shook her. “Hey kid, wake up.”

Cozy opened her eyes. “Golly, it sure is a good thing you caught me when I was in the middle of nowhere. Otherwise, it’d be pretty awkward to have my image just freeze in place.” She looked to Chrysalis. “So what’s going on? Are we leaving?”

“Not quite yet,” the changeling replied. “Cozy, there’s someone I’d like to add to our little conspiracy.”

“Oh? Who?”

Chrysalis quickly filled her in on the history of Mean Twilight.

“Ohhhh,” Cozy said, soaking up the story. “I thought you just had that log because you liked how it looked.”

Chrysalis chuckled lightly. “So… what do you think?”



“Well, she already tried betraying you once,” Cozy pointed out. “Why wouldn’t she betray you again?” Framing it in the hypothetical prevented her from slipping into the trap of talking past the deal. Chrysalis probably wasn’t trying to do that, but it never hurt to be cautious.

“Because last time, I treated her as a servant. This time, I will treat her as a f—a co-conspirator,” Chrysalis quickly changed.

“And you believe that’ll be enough to keep her loyal?” Cozy asked.

“That… and the fact that her goals are similar to ours. I have a feeling she’ll be just as upset about Grogar’s destruction of Canterlot as we were.” Chrysalis smiled slyly. “And there’s one other thing: her ‘siblings’, her fellow clones, aren’t being resurrected yet. We will bring them back upon our successful conquest of Equestria, not before.”

“That means we would have to keep the existence of the Bewitching Bell from her,” Cozy said.

“We’re thinking about this the wrong way,” Tirek argued. “If she’s joining us, she has to be joining us all the way. And that means no secrets. Any attempt to obfuscate the truth will leave her suspicious and therefore make her more likely to betray us.”

Chrysalis thought it over. “You make a good point, Tirek. Alright, we’ll tell her about the bell. Assuming you approve, Cozy?”

“There’s a risk, of course,” Cozy answered. “This Twilight clone hasn’t had the chance to see the benefits of cooperation as we have. But I have a feeling she’ll be smart enough to see the only way we prevail. The most important thing would be to make sure she sees betraying us to Grogar as a bad option.” She nodded towards Tirek. “And I believe we could do that. So… yes, I approve.”

“Excellent.” Chrysalis lifted the bell aloft. “Let’s begin.”



“So, just to get this straight…” Cozy asked. “Grogar’s bell is so powerful it lets you resurrect ponies?”

“No,” Tirek answered. “Or rather, probably, but doing so would leave it unusable for months at least. But in this case, we aren’t doing a resurrection. We’re just undoing a spell, or redoing it.”

Chrysalis and Tirek stood on opposite sides of the table. The Mean Twilight Log was positioned between them, and Cozy fluttered off to one side. Cozy had decided to stay here in both mind and body while the Twilight clone was meeting them. She was pretty good at smoothing over issues, after all.

Tirek lifted Grogar’s bell high, and began to cast the complex enchantment. Chrysalis joined in, adding her green bolts to his orange fire. The beams met above the branch, weaving together. The black-yellow of Grogar’s bell swirled down, seeping into the wood.

Chrysalis felt something shivering inside the log. It crackled with her energy, and began to shimmer like a soap bubble. Pressure was building behind her eyes as the strain of controlling the Bewitching Bell became greater and greater. She gazed into Tirek’s eyes. He nodded, and increased his own magic output.

Their beams of light washed over Grogar’s bell and flowed down onto the table like the fog of an early morning. The stick had stopped shimmering and had started glowing! The all-too-familiar color of Twilight Sparkle’s telekinesis emanated from it as tendrils of magic started to reach out from the log towards the bell.

Chrysalis pushed even more power into the wood. Just as she feared she’d reached her limit, Cozy cheered, “Go Queen Chrysalis! Go Lord Tirek! You can do it!”

In an instant, it was over. The log flashed with black-white energy, and reshaped itself into an equine form. The copy of Twilight landed on the table with a thud.

Chrysalis sat down, exhausted. Undoing the work of the Tree of Harmony had been far, far harder than she’d expected, but it had paid off. Mean Twilight was back.



Sometimes something truly unexpected happened, and even a mastermind was caught off-guard and unsure how to respond. Such a situation hit Twilight Sparkle now. What she did was something she had never expected to do again:

Wake up.

After her fellow clones had taken actions that resulted in the Tree of Harmony attacking them with its energy tentacles, Twilight had thought that was the end. She was too inexperienced to teleport away, and her magic was being drained so quickly she couldn’t try to fight back. As her body had been reduced to its base components, she had tried to find a way to escape and survive, but to no avail. Twilight had to face the horrifying reality that less than a day after her birth, she was facing the finality of nonexistence. Then the world had gone rainbow-colored.

But now, she was in a dark, wet cave with a pegasus filly staring at her. “Golly, are you alright?” the filly asked.

“I’m better than I was,” Twilight answered flatly. “Where am I? What’s going on?”

“I decided to bring you back,” a voice Twilight remembered so well. Twilight reflexively dropped to the floor and whirled around. She charged up a spell powerful enough to vaporize her target, but the filly dove in the way. Twilight might be a conqueror, but she disliked using lethal force on civilians. She decided not to fire, but she didn’t back down either.

“Hey, wait!” the filly implored. “At least let us talk about this!”

“That does seem fair,” a male centaur added. “Considering we just brought you back from oblivion.”

Twilight considered their statements. They certainly seemed believable, and fighting a creature with unknown capabilities seemed ill-advised. “Very well,” she said. “Make your case.”

“We brought you back because Chrysalis told us how powerful you were. She wanted your help in fighting someone.” The pegasus filly gave a warm smile. “From what she said, you must be really dangerous and smart!”

“I see,” Twilight said. She turned towards the centaur. “And you?”



“A mythological archmage and creator of monsters known as Grogar has returned, and is laying waste to Equestria.” Tirek looked over the bell. “This is his, though he doesn’t know we have it. Speaking of—Chrysalis, it appears that that spell drained it. I estimate it’ll be several hours before it’s functional again.”

“And?” Twilight prodded. “Why is it of interest to me what someone else is doing to Equestria?”

“Don’t you want to rule Equestria too?” Cozy asked innocently.

“Not particularly. I want the power of the Elements of Harmony, but rulership has never been to my liking.” Twilight flicked her tail.

“So you want access to the great libraries of Canterlot and the Crystal Empire?” Tirek asked. “To be able to read all their grimoires?”

“I didn’t know those existed,” Twilight admitted, “but yes, I want access to all books on magic I can.”

“Then I have some bad news for you,” Tirek said with a grim but empathetic frown. “The Elements of Harmony were destroyed weeks ago. And Grogar destroyed Canterlot, most likely completely obliterating their library. And we’re pretty sure he wants to do the same elsewhere.”

Twilight’s eyes flashed with fury. “So. You mean to say. He destroyed books.”

“Yes. Hundreds of thousands,” Tirek confirmed. “Probably at least ten thousand books on magic.”

“Alright, I’ll join your little conspiracy, on two conditions.” Twilight scanned the three faces. “One: I am your equal, not your servant. Two: Once the bell is recharged, we resurrect the other five clones.”

“Of course!” Cozy agreed with a big smile.

“Fine by me,” Tirek added.

“Alright,” Chrysalis finished. “In return, I want you to stop trying to destroy me.”

“Deal,” Twilight said coolly. “Anything else?”

“Yes,” Tirek said. “We three have already decided to make an alliance of convenience with the original Elements of Harmony. You’ll be fighting alongside your source material. Is that acceptable?”

“Why wouldn’t it be?” Twilight asked. “I don’t care.”

Tirek smiled. “Good.”



“Wait,” the pegasus filly asked, her voice in that grey area between suspicion and confusion. “You said you can’t create true alicorns. Then… what’s she?”

“A simulacrum of one,” Chrysalis answered. “She’s not a true alicorn. She can fly and use magic, but she lacks the incredible tolerance for magical surges, or the fundamental connection to cosmic principles.”

The filly shrugged. “Alright. That probably wouldn’t be worth obviously appearing supernatural anyway.”

“Anything else?” the better Twilight Sparkle asked. Her voice carried a distinct note of annoyance and boredom. And why shouldn’t it? They were talking about hypotheticals that wouldn’t become relevant until after Equestria was retaken or destroyed.”

“Actually, there is one more thing,” the crimson Centaur said. He gave her a searching look. “It’s getting annoying to have to call you ‘the clone’ or ‘the dark Twilight.’ What should your name be?”

“My name?” superior Twilight asked.

“Yes. What would you like to call yourself?” He cracked his knuckles.

“Well, first I’d like to know your names,” she asked, pointing to the centaur and the filly.

“Oh, silly me! I’m Cozy Glow,” Cozy said. “I’m the team’s… moral support!”

“She’s also as our expert on manipulation and subversion,” Chrysalis added. “Not to mention scouting and communication as of a few minutes ago.”

“And I am Lord Tirek,” Tirek said. “I’m our artillery. When I eat magic, I become more powerful.”

“I suggest you don’t eat mine,” Twilight softly warned, her voice sharpened like a blade wrapped in tall grass.

Tirek rolled his eyes playfully. “I wouldn’t do that! We’re teammates.”



“You still need a name,” Cozy reminded her. “Why not think about one that means something to you?”

“Something that describes you,” Chrysalis added.

“Hmm. I am Twilight Sparkle, but superior. Twilight without the bonds of attachment that make her such an easy target. Twilight without so many distractions from her research.” Twilight chuckled. “Twilight improved in every way.”

“Not to mention even more modest than she is,” Chrysalis muttered. Twilight glared at her.

“Pick a name that tells the world who you are—or what you want to tell them,” Tirek said. He flexed one of his powerful arms, clearly trying to turn the discussion o less sensitive topics.

The idea came to her in a flash. For the first time since her resurrection, Twilight allowed herself a sincere smile.

“Golly, you sure do look happy,” Cozy commented. “Did you think of a good idea for a name?”

“Midnight.”

“Hmm?” Cozy wondered aloud.

“Midnight Sparkle. As Twilight heralds the transition from day to night, so does Midnight signify the absolute victory of night.” Midnight ignited her horn in readiness. “And I intend to achieve absolute victory over those who stand against me.”

“But not us, right? We’re on your team?” Cozy Glow asked uncertainly.

“Yes,” Midnight confirmed. “After that, I expect to never see any of you again. Should I be proven wrong, I’ll treat you with respect and sincerity, assuming you do the same.”

“Let’s get ready to go, then,” Tirek interrupted. “The sunlight’s fading.”

And midnight approaches, Midnight finished silently.


Tirek stretched his back. “I’m ready to go. Chrysalis, is your roc form still strong enough to carry me?”

“Yes,” Chrysalis answered smoothly. “Though I won’t be able to carry you if you get much bigger.”

“Hopefully you won’t have to carry me after this,” he joked with a half-smile.

“What are we going to do with Grogar’s bell?” Cozy asked.

“Leave it here,” Tirek answered. “I wouldn’t be surprised if Grogar can make use of it even when it’s out of power.”

Midnight Sparkle’s horn flickered with pale purple light, and she lifted the bell over to her hoof. “What are you doing?” Chrysalis asked, suspicion heavy in her voice.

“Be silent,” Midnight replied. Her voice was so frigid Chrysalis obeyed numbly. “I must focus.” She flicked the bell back and forth in her telekinetic grip. Chrysalis and Tirek watched skeptically and curiously, respectively, while Cozy just smiled sweetly.

“Mmm. I expect I could get this working again with the help of Twilight and Starlight Glimmer. But you’re right; it has an intrinsic bond to this Grogar. Bringing it near him would likely be catastrophic.” Midnight put the bell back on the table. “I would suggest teleporting it to some remote location to hide it from him, but given this place is already associated with his magic, if he senses a connection from here he’s likely to dismiss it as his prior association.”

“A good point, Midnight,” Tirek agreed. “Does anyone have something they want to do before we leave?”

“You could scout what Grogar is up to,” Chrysalis suggested to Cozy. “With an hour to plan and our combined brilliance, victory would be assured.”

“On the other hoof,” Cozy said with a contemplative twist of her lip, “if he spots me, he’ll know something is amiss and start investigating right away. We’d lose the surprise so necessary for a good backstab.”

“I have to agree with Cozy,” Tirek said. “As useful as it’d be to have advance knowledge of his plans, the potential risk is too high.”



Chrysalis nodded slowly. “When you put it like that, I agree.”

“If we’re all done, follow me outside,” Tirek said. One by one, Cozy, Chrysalis, and Midnight followed in his hoofsteps.

The rain was pitter-pattering gently down. Midnight examined it with curiosity. “What is going on here?” she asked.

Cozy stared at her. “It’s… ummm, raining, Midnight!”

Midnight looked at Cozy with a sort of passive interest. “Rain. Many objects falling at once, as in ‘a rain of magical bolts’. But why is it raining water?”

“G-golly, you don’t know what rain is?” Cozy asked, astonished.

Midnight shrugged, her damp feathers spraying a little water. “Apparently not as you use the term.”

Tirek turned to Chrysalis. “What kind of education did you give her!?”

“Don’t look at me,” Chrysalis shot back. “She only existed for around 12 hours. It’s just not possible to fill a pony in on all of nature in that time.”

“Urgh.” Tirek put a hand to his face. “Midnight, rain is something that comes from clouds. It’s a lot of water droplets falling at once.”

“I see,” Midnight said. “Thank you, Tirek. Let us begin, then.”



Chrysalis stepped forward, and bathed herself in green light. In her place was a massive, powerfully built roc. Tirek climbed on board, his massive hooves pressing down on her. Chrysalis squawked from the weight, but she steadied herself.

Cozy fluttered to a comfortable spot right behind the roc’s neck. Midnight settled down beside her. Cozy offered her a big, cute smile. “It’s great to have you along, Midnight! You’re like Princess Twilight, but not intolerably self-righteous and moralizing!”

“Morality is a weakness,” Midnight replied. “If a method works, why should it be of concern to me if others find it ‘wrong’ or ‘evil’?”

“That’s exactly how I see it!” Cozy agreed. “I do have a question, though. How do you know so much advanced magic and philosophy, but not what rain is?”

“I received some knowledge from Twilight, but not all of it. Most of what I received was magic theory and application. I was only the beneficiary of bits and pieces of her general knowledge.” Midnight leaned into Chrysalis’s feathers. “I picked up some more from Chrysalis, but not nearly a comprehensive amount.”

“I see…,” Cozy said thoughtfully. “Well, here’s hoping I have the chance to teach you stuff. I bet it’d be fun!”

“It most likely would,” Midnight said with the faintest hint of a smile.



“I have to take care of something,” Cozy said to Midnight. “Why not talk with Tirek? He’s as much of a magic enthusiast as you are!”

“Wait a moment. Where are you going? How will you find your way back? We’re moving quite quickly.” Midnight indicated the wind in her mane.

Cozy giggled. “My body isn’t going anywhere. But I’m sending my mind all across Equestria, to fix up some problems and help us in the battle. We used the bell to give my bows this magical power.”

“I see,” Midnight answered, soaking up the new information. “Carry on. Tirek, would you like to discuss magic theory?”

“Nothing would please me more,” he replied. “Where shall we begin?”

“Let’s start with Grogar’s spellcraft,” Midnight said, her voice a crisp, conspiratorial tone. “From my analysis of his bell, he favors the creation and warping of life, as well as magic that preys upon specific weaknesses of organic targets. He seems likely to eschew powerful beams in favor of subtler, more effective spells, such as banishment, binding spells, and such wonderful ideas as ‘bone to jelly’.”

“You learned all that from a minute or so looking at his bell?” Tirek asked. “I’m impressed, Midnight. I can say from experience that when he was threatening us, his preferred technique was to pin us to the wall with chains of force. He also managed to resummon a pony we thought had been dispelled into the aether.”

Midnight gave him a surprised eyebrow raise. “How can a pony be dispelled into the aether?”

Tirek shrugged. “Sombra, at least as I understand it, is a different sort of being than a regular pony. He doesn’t have a cutie mark, for example.”

“I see,” Midnight said with a slight nod. “So Grogar can perform resurrections?”

“I’d say probably,” Tirek answered. “That’s what seems the most likely, at least.”

Midnight tapped her head with her hoof. “Interesting…”



Manehattan lay in ruins. Earth pony stampedes, pegasus flybys, and unicorn artillery had devastated the town. The clouds high above had been shaped into a barricade, while unicorns perched in the towers and earth ponies hunkered down in low buildings.

It was into this chaos that Cozy stepped. She frowned slightly. It seemed the subversion she, Tirek, and Chrysalis had done had blossomed greatly. This would normally be fine, except right now she was trying to backstab Grogar. It seemed the Windigos had made great progress in their destruction of Equestrian society, and that wouldn’t do at all.

Some part of her appreciated how easily they had broken the bonds tying Equestrian society together, and even felt proud. But a larger part remembered the goals she had. Now wasn’t the time to get distracted with play. And who knew? Maybe rebuilding the social ties of civilization would be as much fun as ripping them apart had been!

Cozy strode boldly forward, unconcerned with the horns and rotten tomatoes readied against her. Why should she be? This body was just a phantom, after all, and any harm to it wouldn’t hurt her any more than attacking her shadow would. She put on her most adorably scared but determined face. Now it was time to see the limits of her skill with manipulation.

“What do you want, winger?” an earth pony fifteen feet from her snarled. “Come down to gloat about how superior your proud warrior race is?”

“Not… exactly,” Cozy said, putting just enough hesitation in her voice to hopefully trigger the protective instinct grownups had for kids. “I want to talk to you about… all of this.”

“Oh.” The grownup rolled his eyes. “You want to talk about peace then?”

“Not peace. Something related to it.” She raised her voice. “Everypony, I have an announcement!”



“Say what you want to say and then get out,” a unicorn grumbled down from her sniper perch.

Cozy took a deep breath. She’d become a master of getting ponies to like her. Now it was time to see how she did at making them like each other.

“Do you remember your friends?” Cozy asked. “The nice unicorn serving you coffee? The kind earth pony who always brightened up your day? The wall-eyed pegasus bringing the day’s mail?”

She spoke up, her voice emotional. “Do you remember playing on the playground with ponies of all kinds? Did your history teachers tell you about the founding of Equestria, and how the tribes came together?”

Cozy could see ponies starting to nod along. High above, a few pegasi even poked their heads out of the cloud bunkers. She forced down a grin of pride and continued. “I bet most of you went through things like this. I know I did.” A lie was stronger when it was mostly true. “But I have one more big question for you: did your parents tell you about the Windigos?”

She let that hang there ominously. “Because they’re real. And if we can’t all band together and stop fighting, they’ll turn this land into a frozen ruin too.”

“How do you know they’re real?” a unicorn demanded. “Have you seen them?”

“Yes,” Cozy said, her voice suddenly backed by steel. “I have seen them with my own eyes, and I’ve seen the horrific weather they’re cursing us with. Look up. Did Cloudsdale schedule a flurry?”

The crowd shifted their gaze upward in unison. Cozy knew she was getting close. “I know you’re angry with each other. I know you have real problems. But if we don’t all work together and help out, Equestria is going to fall!”

“How can you be so sure? You’re just a kid.”

Cozy took a deep breath. She could see it was time to use her final backup plan, the tool she had almost never used because it was so risky. But times were truly dire. Squaring her tiny shoulders, she said what no one who really knew her would have expected her to:

The full truth.



“I’m not just a kid. I’m one of Equestria’s most wanted criminals. I conspired to have Princess Twilight and her friends trapped in Tartarus, and tried to suck away all of Equestria’s magic. I was sent to Tartarus for my efforts, and was broken out by a legendary monster named Grogar.”

She watched the astonished faces of ponies listening dumbly to her. “He organized myself and several others into a team to conquer Equestria. Together, we plotted numerous missions and cooperated to overthrow the Elements of Harmony. We staged an attack on Canterlot itself, and deposed Celestia, Luna, and Discord. Twilight and her friends escaped, and Grogar tasked us to hunt him down.”

Unicorns, pegasi, and earth ponies watched her in shock. She could hear their whispers about her deeds. Good. They feared her, and thus they respected her.

“I know what you’re wondering—why would this dangerous criminal try to get us all to be friends? What’s she doing? Why is she here? Is she trying to backstab us?”

Cozy gave a cute smile. “Normally, yes. But in case you haven’t noticed, these aren’t normal times. When Canterlot was destroyed, my friends and I all decided to betray Grogar. We want to rule Equestria, not destroy it—and destroy it is exactly what Grogar will do.” She took another pre-pronouncement breath. “We’ve even gone so far as to team up with the Elements of Harmony!”

“Now, everypony, are you going to keep fighting each other, and let Grogar destroy your home? Or are you going to band together for now, like I have with Princess Twilight, and save Equestria?”

When she saw the two ponies she’d talked to first starting to frown uncertainly instead of snarl, she knew she’d won. “I have to get back to my friends. Princess Twilight will be counting on you to march on Canterlot.” She let a little of the childish fear seep into her voice. “I’m counting on you.”

With that, she fluttered her wings, and set course for her corporeal body.



Chrysalis listened to Tirek and Midnight discuss the abstract structure of Grogar’s magic. Some of it flew over her avian head. She’d never been a master of magic theory; her interests were far more applied. She knew all about shapeshifting, mind-sapping, and eating love, but when it came to the underlying principles of spellcasting, she was both less talented and less interested. A warrior didn’t need to understand metallurgy to wield a spear. Why should she waste time studying how magic worked, instead of just learning how to use it better?

In any case, as she was absorbing what she could of their discussion, she was using her incredibly acute roc vision to scan the lands below. The ground was pockmarked and sometimes even fractured into deep crevasses, but she could see no sign of the creature or entity responsible. It troubled her more than she wanted to admit.

The air was frigid, much colder than it should have been. That was no doubt the windigos’ work, and she felt frost forming on her wings. She angled downwards for warmer air.

A booming KRAK-KA-THOOOM sounded out as the ground crumbled into a canyon. Even with her ferociously precise eyesight, Chrysalis couldn’t make out who was responsible. Between the rock dust and all the motion of a new ravine, not even so much as a silhouette was apparent.

Chrysalis bared her beak. She didn’t like being kept in the dark, especially about something this important. As soon as Cozy returned, she’d ask the pegasus to do some scouting beneath the earth.



Rainbow Dash stood on one of the castle’s many balconies, watching the rain gently falling from the ashen skies. Combined with the heavy grey clouds and the brutal cold front the windigos had brought, it was quite a mess outside.

But she’d worked with weather for years. She could feel the air pressure continuing to drop. The air temperature hovered a half-dozen degrees above freezing. As raindrops dripped onto the rail, they splattered into a bone-chilling mist that left even her supremely athletic body shivering.

She could try and break the clouds apart. But why bother? The windigos would create more, and it’d leave her frozen and weak for the looming battle.

She glanced over her shoulder, half-expecting to see Twilight hovering there expectantly. But she was alone.

Rainbow let her mind wander. It naturally shifted to the villains that had come to help them. They were untrustworthy, of course—Cozy was probably the most talented backstabber alive, and both Tirek and Chrysalis were experts as well.

Dash knew all of this, but she was still sticking to her declaration from before. She wouldn’t go along with any treachery on her friends’ part. She’d keep a hoof ready for a fight, of course, and she definitely wouldn’t turn her back on her evil allies, but she wouldn’t start betraying people for convenience either.

And as for allies, where was Starlight? Surely she’d finished recruiting everycreature and was ready to march. Wasn’t she?

A question for the eggheads, Rainbow decided. She’d bring it back to Twilight and Starswirl and maybe they could get in touch with Starlight.



Twilight stared at the cutie map. Between herself, Starswirl, and Starlight, she was sure they could recreate the time travel spell. The idea was so tempting. They could go back to this morning, have Discord teleport Grogar to Tartarus, and save Equestria in a flash.

And yet… something held her back. Her prior experience with time travel had shown her just how drastically history could be changed. And there was always the horrifying, if unlikely, possibility that Grogar had found a way to tap himself into time travel spells, so he’d be sent back along with the caster…

But surely that was impossible. A spell like that, contingent on something hadn’t happened yet, and by the time it had happened, would be over… a spell like that would be impossible to design.

And yet… who really knew the limit of Grogar’s powers? He’d managed to defeat Discord, the master of chaos and disharmony himself, with disturbing ease. Supposedly he’d invented entire species of creatures, including dragonkind. Who was to say he hadn’t found a spell that would detect if someone aware of and hostile to him was about to cast a time travel spell?

The idea gave Twilight shivers. But it brought a very important point to light: she needed to do research. She needed to learn absolutely everything she could about Grogar. And she needed to do it now.

But who would know more about him? One of the Pillars, perhaps? Stygian? Sunburst?

All of the above, she hoped. “Spike, take a letter, and be ready to make five copies with only the name changed.

Spike nodded with a smile. “Sure thing, Twilight.”

Twilight dictated,

>Dear Sunburst,
>I’m sorry to bother you, but I need a full report on absolutely everything you knew about Grogar prior to today. Write on the back of this letter, and burn it in a fire. It’ll return to me with your information.
>Your friend,
>Twilight Sparkle

“There, got it,” Spike said. “Who else should I make copies for?”

“Somnambula, Mage Meadowbrook, Rockhoof, Flash Magnus, and Mistmane.” Twilight returned his smile. “As they’re among the oldest living heroes, I require their input.”

“You’re not asking me, Twilight?” Starswirl asked half-jokingly.

Twilight blushed. “Of course I’m asking you! We’re just in the same building, so a letter seems kind of excessive. So, what do you know about Grogar?”

“Not much, unfortunately,” Starswirl said with a grimace. “He specialized in creating and modifying creatures, turning them into monsters. He was a mythical figure even in my time—Gusty the Great lived millennia before I did.”

“Gusty the Great…” Twilight echoed. An idea was starting to swirl in her mind. She had a feeling Celestia wouldn’t approve, but part of being a leader was doing difficult things when they had to be done. And, she remembered, Celestia wasn’t here right now, probably in large part due to her commitment to restraining herself.

“Yes. One of the earliest ponies whose names we still have,” Stygian added. “She stole Grogar’s bell, weakening him significantly. It’s a very good thing he never managed to regain it, or we’d be in even more dire straits than we already are.”

The idea blossoming in Twilight’s head was looking more and more attractive. “Spike, have you sent the letters?”

“No,” he answered. “I was finishing transcribing before sending any.”

“Can you give me Sunburst’s? I have a postscript to write for Starlight.” She tried to keep her voice as neutral as possible.

“Of course.” He gave her a searching gaze that told her he knew exactly what she was doing, and chose to go along as if he hadn’t anyway. He really did trust her. “Here you go, Twilight.”

She added a few more words after her signature, and passed it back. “Thanks Spike. Send them once they’re done.”



Pinkie bounced through the castle for what might be the last time. She soaked in all the beautiful crystalline arches, the paintings of her and her friends, and the way the storm clouds blanketing the skies contrasted with the prismatic beauty of the castle. The looming battle was scary, but she wore a smile anyway.

She knew how dire the situation was. She knew that soon she, her friends, and those meanies would be going after the biggest meanie. And she knew that this time, maybe some of them wouldn’t make it back. Grogar might be able to banish them to the moon, or to Limbo, or who knew what else?

But that was just how it was. They’d been risking their lives since entering Everfree that fateful Summer Sun Celebration. Maybe that’s what being a hero cost.

Either way, she was determined to win. Her goof-off with Cheese would look like a lone, sprinkleless cupcake when she was done. As long as she had her party cannon, she had all she needed.

A thought bubbled up from the stew of ideas slowly boiling in her mind. But she’d need to talk to Rainbow Dash to see if it was possible.

Pinkie took a deep breath, and went zooming through the hallways towards where she’d last seen Rainbow.



Applejack stared at the Cutie Map. It was ablaze with flickers of light. Starswirl and Stygian had designed a complex spell to represent all battles currently being fought in Equestria.

As she watched the repeat of the past hour, something strange was happening. Throughout Equestria, intra-pony battles were decreasing, despite increased power of the Windigos. Something was changing ponies to not fight each other. But what? And why?

Stygian gestured to a stream of data. “The influence of you six has been a majority of the change,” he read, “but it can’t account for a lot of what’s going on.”

“So, what d’ya think is happenin’?” Applejack asked. She gestured to Trottingham. “Lookie there. Five minutes, goes from heavy fightin’ to barely any.”

“I have no idea,” Stygian admitted. “Whatever happened, it was subtle enough this spell didn’t detect it—or happened quickly enough this spell didn’t show anything, because it happened between scans. Either way, it’s a mystery.”

“Do you think we have time to visit Trottingham? Check out what’s goin’ on?” Applejack kept a sly eye on the town.

“Probably not. Your new allies should be back any minute. It seems like quite a bad idea to keep them waiting,” Stygian said cautiously.

Applejack knew exactly what he was implying. Leave them too long, and they might decide to betray her and her friends out of boredom.

“Good point. Guess it’ll just be a mystery, then. Unless, ‘course, one of them knows a spell to learn exactly what’s going on so far away,” she chuckled.

“Well, that might be possible,” Stygian said. “I know Starswirl is proficient at scrying magic. Perhaps you could go talk to him?”

“Shucks, that’s a great idea! Thanks, Stygian!” She gave him a big, happy smile from under her hat.

“It’s my honor, Applejack.” He offered her a tentative hoofshake, which she responded to with a vigorous one. “Good luck.”



Chrysalis’s thick roc feathers made a perfect nest for Midnight, Tirek, and Cozy. Tirek kept the comatose filly by his side. “With her off working her magic, she might roll off,” he pointed out.

“And… she can’t fly?” Midnight asked with a raised eyebrow. “What are her wings for, then?”

“Obviously, she can’t fly while unconscious,” Tirek said. “Can you?”

“How would I know?” Midnight asked flatly. “I’ve never even slept at all.”

“Right. Sorry Midnight,” Tirek said with an apologetic smile. “Sometimes I forget how little experience you have. You’re just so intelligent and well-spoken, it’s strange to think about how much you don’t know.”

“Speaking of things I don’t know,” she began, “Can we wake up Cozy Glow now?”

“I’m not quite sure how to do it,” Tirek admitted. He gently and gingerly tapped her on the nose twice. Nothing happened.

“Come on, Cozy, wake up!” Tirek hissed, gritting his teeth. “We’re coming in soon, and you need to be ready!”

“Guuuh, guh,” Cozy groaned. She stared up into Tirek’s feline eyes. “What’s the matter, Tirek? Are you worried?”

“No, of course not,” Tirek answered, avoiding her gaze. “Just… professionally concerned, that’s all. Concerned for the mission.”

“I see,” Midnight said, staring at her feathers. “Cozy Glow, I’d like you to explain all of your powers. For me to properly utilize your magic, I need to know how it works, your peak powers, your limitations, and anything else that may be related.”

“Golly, that’d probably take longer than our flight,” Cozy mused, giggling nervously. “But I guess I could summarize!”

“You’re a wonderful ally and co-conspirator, Cozy,” Midnight said with a nerdy, uncertain smile. “I’m honored to be plotting the backstabbing of a self-appointed master.”

“Onward, then,” Tirek finished, flexing his ferociously powerful muscles. “To victory.”



“My main power is creating a shadowy copy of myself. It isn’t physically real, but I can see out of it and talk through it. It lets me communicate across vast distances very quickly, as well as spy on others from as far away.” She gave a cute, evil little smile. “And though I can’t cause any physical harm, I can usually use my special talent to get other ponies to do it for me.”

“I see,” Midnight said. “You said main. So there are others?”

“Yep! I can create a bunch of copies of myself at once. I haven’t used that one much yet, so I’m not sure of its limitations.” Cozy shrugged. “We’ll figure it out!”

“We will,” Tirek said. He reached one of his huge hands down to her, and softly stroked her back. Cozy was only knocked to her knees.

“Gee, thanks Tirek. You’re a pretty great guy, you know that?” She rolled over to smile up at him.

“He has been a most engaging partner on abstract magic theory,” Midnight added. Tirek gave her a warm grin, and extended a huge fist. She examined it curiously. “What are you holding?”

He blinked. “Midnight, it’s something called a hoofbump. You gently tap your hoof to my fist. It’s a sign of respect and teamwork.” Midnight nodded, and hoofbumped his fist.

“Cozy, I have a request to make of you,” Chrysalis boomed from her powerful roc lungs.

Midnight gasped. “You can talk while disguised like that?”

“Yes,” Chrysalis answered. Her voice was powerful enough to send Midnight bumping up and down. “I just preferred to listen to your interesting conversation. In any case, Cozy, do you see those ravines below us?”

Cozy peered over the side. “Yep! What about ‘em?”

“I’d like you to use your new powers to scout down below and see what’s going on. Who’s causing them and why.” Chrysalis squawked in frustration. “I couldn’t see any traces of them even with my supreme eyesight.”

“Sure thing! Just shake me awake if you need me.” Cozy closed her eyes again.

Midnight asked, “So, Chrysalis, what do you think of the magic theory we’ve been discussing?”

“It’s never really been interesting to me,” Chrysalis replied. “I know how to cast the spells I want to, and I’m quite good at it. I don’t have to study the abstract principles of how magic works to use it. Being able to cast spells is all that’s required.”



“Perhaps not, but it can deepen your understanding of the subject,” Tirek said with a slight smile. “It makes inventing new spells and countering enemy spells much, much easier.”

“I am not sure how it affects spellcraft,” Midnight admitted, “as I’ve never lacked it. The cloning procedure gave me all of Twilight’s knowledge of magic, so I’ve always been very well-educated on the theory.”

Chrysalis shrugged her massive shoulders. “Your discussion was enlightening. I didn’t have much else to do, so I listened in. Some of it went over my head, but I understood about half of it. Who knows, it might even be useful.”

“That’s the spirit, Chrysalis!” Tirek said with a grin. He leaned in towards Midnight conspiratorially. “Give it a week and she’ll be reading magic theory textbooks.”

“As if, Tirek,” Chrysalis purred playfully. “You just want someone less knowledgeable there so you can lecture and feel smug!”

Midnight and Tirek both chuckled. “When we’re not trying to kill each other, you’re pretty fun to have around, Chrysalis,” Midnight said with a wry smile.

Further banter was interrupted by two things:

First, Princess Twilight’s castle finally loomed into view. In the white sleet, it looked rather like the Crystal Empire’s castle.

Second, Cozy’s eyes flashed open. “Diamond dogs!”

“Hmm?” Tirek asked. “What do you mean?”

“Grogar’s recruited the diamond dogs to his side with promises of unlimited gems. He’s employing them to undermine cities across Equestria!” Cozy’s words tumbled out in rapid succession. “I did what I could to convince them, but all I got was a ‘maybe’!”

“Tell us everything you saw and did,” Chrysalis requested, her voice soothing but firm. “We need to know exactly what’s going on.”



Fluttershy carefully breathed in, out. She had to be brave. She had to be tough. All her pony and animal friends were counting on her.

The rain had given way to the dreaded wintry mix, leaving Ponyville blanketed in thick grey fog.

Fluttershy closed her eyes, focusing her will. She’d grown much more assertive over the past half-decade. And now it was time to put her skills to the test and save Equestria.

The telltale clip-clop of hooves told her she wasn’t alone. “Fluttershy?” Spike asked. “Are you doing okay? I was a little worried.”

Fluttershy opened her eyes and gave him a big, gentle smile. “Oh-hoh-hoh, don’t worry Spike. I’m fine. I’m just getting ready for our battle.”

Spike nodded. “Funny you mention that. There’s someone who wants to talk to you about it.” And so Angel Bunny hopped in.

“Angel! What are you doing here?” Fluttershy scolded. “Why aren’t you hiding in the forest, safe and secure?”

He answered angrily.

“The forest is just as dangerous as here? And all the other animals say it’s like that all across Equestria?” Fluttershy asked with a gasp.

Angel flapped his forepaws around.

“Oh, no. That’s just awful!” Fluttershy narrowed her eyes. “I know Grogar is evil, but hurting defenseless animals—that’s just too far!” She growled, “Spike, let’s get ready to go fight. I’ve had enough of this meanness!”

Behind her, Angel cheered. She could tell what he was saying. Roughly translated, and with the profanity removed, he was gloating, “My friend Fluttershy is going to kick Grogar’s tail!”



“And—done!” Rarity said with a proud smile. She’d spent the past hour gathering (or in Tirek’s case, stitching) better outfits for her friends and her new allies. Grogar might have changelings on his side, after all, and this way they’d know who was real and who was an imposter.

But now they were all done! And while it was a rather sloppy job, she was pleased with the results. She picked each one up with her telekinesis, and hurried towards the Cutie Map’s room.

Rarity was knocked off her feet by a flash of yellow. She groaned, “Fluttershy? What’s the hurry?”

“Look around, Rarity!” Fluttershy snapped. “Canterlot’s been destroyed. Equestria’s consumed by infighting. The Windigos are destroying the climate. Why aren’t you in a hurry? Do you just not care?”

Rarity winced. “Of course I care. What’s going on is downright awful and we need to stop it. But thinking with anger instead of your head can just lead to rash decisions. Take a few deep breaths, darling.”

Fluttershy was about to retort, but Rarity’s pleading look changed her mind. She breathed in, out, in, out, in, out. “Okay. You’re right, Rarity. If we rush in with no plan Grogar will beat us easily. But come on—we don’t want to waste time either.”

The two mares cantered down the shiny hallways towards the sound of voices.



Twilight anxiously paced back and forth. What if none of them have useful information? What if Grogar figures out what we’re planning? What if…?

Spike burped, and a scroll flew out of his mouth. Twilight ran over to grab it, but was knocked to the ground by a blur of cyan.

“Urgh, Rainbow, can you watch where you’re going?” Twilight complained as she stood back up. “One of these days you’re going to hurt somepony.”

“Sorry Twilight,” Rainbow said with a sympathetic frown. “But I really need to ask you: where’s Starlight and what’s she doing? Is she ready to attack?”

“Let’s see,” Twilight said, indicating Spike’s new scroll. She opened it and skimmed the writing, and gave Rainbow a shrug. “It’s Somnambula’s, not Sunburst’s.”

“Read it anyway,” Starswirl requested. “I’d very much like to hear her thoughts.”

Twilight coughed, and began to read,

>Dear Twilight,
>I am very glad you asked me for my knowledge. I’ve had a long-standing interest in the myths surrounding Grogar, and spent years tracking down his lore.
>The most important thing to understand is just how ancient he is. He ruled alone thousands of years even before myself and the other Pillars joined forces. Before he ascended to power, ponies lived in small farming villages with no large cities or greater civilization.
>He created and corrupted a huge variety of creatures into strange, awful monsters, and unleashed them to do what they pleased. Ponies lived in terror of attracting the notice of the children of the Father of Monsters.
>Gusty the Great organized the scattered villages into a united force, and stole his Bewitching Bell. He was forced into hiding. But without an enemy to unite the nation, ponies reorganized themselves into three tribes based on type.
>I am not entirely sure on this point, but I have reason to suspect while in exile, he created the Windigos to exact his vengeance on ponykind. They seem uniquely designed to destroy pony civilization.
>After that, I do not know.
>Yours,
>Somnambula



“Yes,” Stygian said slowly. “I hadn’t remembered until now, but everything she said lines up with the scattered legends I’ve read of Grogar.”

“If we can figure out where Gusty put Grogar’s bell, maybe we could destroy it to weaken Grogar?” Spike suggested.

“I expect its magic would just return to him,” Starswirl said with a sigh. “But why haven’t the others replied to us yet? What’s taking them so long?”

“Maybe something happened to them?” Rainbow asked, an uncharacteristically worried look on her face. “It’s not like Flash Magnus to be late.”

“I will contact them directly with magic,” Starswirl said.

“If you could do that all this time, why not do it before!?” Spike asked, his voice thick with irritation. “Do you just like watching me write?”

“My long-distance communication spell is draining,” Starswirl explained. “I don’t use it unless necessary.” Without further discussion, he closed his eyes, and set his horn ablaze. Rainbow and Twilight watched him nervously, and Spike sulked.

The sudden arrival of Pinkie broke the silence. “Rainbow, there you are! Quick, first: would we be able to be airdropped right onto what’s left of Canterlot? And second, do you have any parachutes?”

“Umm… maybe?” Rainbow answered with a raised eyebrow. “I’d need to check the current weather. And I think the weather office has a few parachutes.”

“Great! Thanks Dashie!” Pinkie said with a big smile. “Grogar will never see it coming!”

Spike burped up another letter, and passed it to Twilight. She began to read it silently as Pinkie and Dash continued their discussion.

“Riiiight… Pinkie, isn’t it safer to just walk there?” Rainbow asked. “You know, if your parachute malfunctions, you’ll be in big trouble.”

“Awww,” Pinkie said. “But if you’d be worried, I won’t.” She patted Rainbow gently on her back. “Your Auntie Pinkie’s here to help!”



Starswirl jerked awake. “Good news: they’re all still unharmed and free. Bad news: they’ve been dealing with situations that have prevented them from responding so far. Diamond dogs for Rockhoof, rogue dragons for Flash, bugbears for Meadowbrook, and inter-tribe strife for Mistmane.”

“And Sunburst and Starlight have gotten back to me!” Twilight said with a big smile towards Rainbow. “Here’s what they say:”

>Princess Twilight,
>My knowledge of Grogar’s history is minimal, but I can tell you about his spellcraft. He is, without a doubt, the greatest shaper of life in history. He developed more techniques to create new creatures and monsters than every mage since combined, and made great strides in every other field of magic as well. Gusty the Great may have learned some of her spells from his own grimoires.
>Without his Bewitching Bell, he will be much less powerful, but still probably the most dangerous being alive. Before today, I would have said he was about as powerful as Discord. After the events you described, I have to conclude he is quite a bit mightier.
>Forever your friend in research and magic,
>Sunburst
>P.S.: Starlight says her army is ready to march on your command.

“Hey, what’s that?” Spike asked, pointing to something on the paper. “You didn’t read that part.”

“Hahah, Spike, that’s just Sunburst confessing his crush on Starlight!” Twilight said with a nervous smile. “I didn’t want to read it since it was private.”

“Sugarcube, don’t lie to us,” Applejack reprimanded. “What’s it really say?”

Twilight winced. “Alright. It really says, ‘Starlight says contacting Gusty’s spirit would require advanced necromantic magic. I might know a spell for that, but I’d have to be there in person to guide you two on how to do it.’“

“Whoa-whoa-whoa,” Rainbow said, shocked. “Necromancy? Isn’t that, like, SUPER dark magic?”

“Indeed,” Starswirl agreed. “Twilight, don’t you know better? That kind of magic is what turned Stygian into the Pony of Shadows.”



A familiar voice with a horribly unfamiliar tone silenced the discussion. “Do it, Twilight Sparkle. If it is your best option, and you refuse to take it, you are as complicit in the suffering to come as Grogar himself is.”

The assembled ponies turned towards the voice, and fell silent as they saw its owner. She was, at first glance, a copy of Twilight. But when one looked at her longer, they saw anomalies. A crinkled mane, a paler coat, and a slightly different cutie mark all suggested that this wasn’t a changeling—it was something quite different. Beside her stood Queen Chrysalis, now clad in insectile armor and charged with green light, and a Cozy Glow who looked completely normal.

This new Twilight assessed the ponies present. “You want to stop Grogar. If you expect to succeed, you must be willing to use the most efficient methods available. In fact, why stop at Gusty’s spirit? I am certain with your, my, Chrysalis’s, and Tirek’s power, we could reanimate Gusty completely.”

“You—you’re me. But… I’m me. Who are you? What are you?” the original Twilight asked, her voice wavering.

“I am Midnight Sparkle, an artificial clone of you, complete with your knowledge of and skill with magic. And, more importantly, without your conscience to burden you.” Midnight smiled slightly. “I know all about the spells to raise the dead and make them puppets. That means you read those books, didn’t you, Twilight? I imagine you at least considered casting them. Why shackle your own power? If an army of the dead would aid you, why not utilize it?”

“Now hold on a second, missy,” Applejack said. “You might be a copy of Twilight, but clearly you don’t know the first thing about her: she really cares about doing the right thing.”

Chrysalis rolled her eyes, while Midnight simply nodded. “And the right thing is to save Equestria from Grogar’s reign, correct? So in this case, that is creating undead minions to fight him.”



“I… can’t,” Twilight said shakily. “Ordinary ponies shouldn’t be turned into tools for someone else, no matter how good the reason. It’s just… wrong.” Fluttershy and Rarity entered as she spoke, settling in beside Pinkie to listen.

Midnight sighed. “This is what I feared. You are too enslaved by your morality to do what must be done. But so be it. Cozy Glow, can you educate our allies on the situation?”

“Sure thing, Midnight!” Cozy said, chipper as ever. “Okay, so a while ago, Chrysalis, Tirek, and I stole Grogar’s bell and didn’t tell him.” She savored the looks of astonishment from the Bearers of the Elements. “We used it to empower ourselves with new abilities and resurrect Midnight here. I’ve spent the past half-hour or so getting ponies to be friends again. I’ve resolved feuds, patched up disagreements, and generally spread your friendship propaganda. Chrysalis here has massively increased her shapeshifting power, and Tirek ate a banquet of magic. We’re all ready to fight!”

Rainbow shook her head as she soaked all the information in. “Where is Tirek, anyway?”

“Oh, he’s outside,” Chrysalis answered with a chuckle. “He wouldn’t fit in the castle. In fact, he probably wouldn’t even if we hollowed it out entirely.”

“So… what’s the plan?” Rarity asked uncertainly. “Oh, and I don’t mean to sound insulting, but I went to all the trouble of making you and Tirek outfits, and you’re already wearing one and he’s way too big for mine?”

Chrysalis shrugged. “Maybe you can tie it around one of his horns. As for the plan—I say we hit Grogar now and we hit him hard.”

“We have been waiting for Starlight’s backup for a full-scale invasion,” Twilight said uncertainly, “but who knows what Grogar might do first? Maybe we should attack now after all.”

One by one, the ponies nodded grimly.

“Anypony have an issue?” Pinkie asked. Stygian seemed about to raise a hoof, but decided against it. “Then we march! I’ll bring the cupcakes.”



“So, let me get this straight,” Spike asked Cozy dubiously. “You’re telling me you SOLVED friendship problems?”

“Mhmmm!” Cozy answered, putting on her cute uniform. “I brought ponies together all over Equestria.”

“That’s… actually, really wonderful, Cozy,” Twilight admitted. “How did you do that?”

“I know all about manipulation,” she said with a smile. “That includes manipulating ponies into being friends. And the education I received at the School of Friendship definitely helped too!” A bit of flattery, but true: she had learned quite a lot about cultivating friendship at the school. “Speaking of, where are those… ahem, nice other students who foiled my plans?”

“Rainbow’s getting them right now,” Rarity answered as she tied a suit to one of Tirek’s huge horns. “I hope you don’t mind?”

“Of course not. I’m always happy to have more allies!” Cozy lied skillfully. “Speaking of, are you feeling okay about having Midnight with us, Twilight Sparkle?”

“Yes,” Twilight answered. “I wasn’t expecting it, but she seems intelligent, powerful, and dedicated. You can’t always choose your allies or make sure they fit your qualifications. Sometimes you just need any help you can get.”

Fluttershy asked Cozy pointedly, “Why did you decide to bring ponies together? You don’t do that often.”

“Because I want to rule Equestria someday. And to rule, I need a population who like me and are willing to follow my instructions. If the Windigos prevailed, that would be gone.” Cozy gave a cheeky grin. “Plus, I just wanted to do my part for Equestria. This is my home, and I won’t have some no-good ram taking it away from me!”

“Indeed,” Chrysalis purred. “Similarly, although I am disgusted with my hive and want vengeance on Thorax, I still care for my changelings. I will not see our greatest breadbasket shattered!”

Starswirl nodded, and put a hoof to his chin. “On a related topic, I requested the other Pillars to come here. If we fall, they may be Equestria’s last hope of survival.”



Princess Cadance and Shining Armor trudged through the waves of blowing snow. “H… how are you holding up, dear?” Cadance asked her husband.

“Just great,” Shining answered, wiping snow from his face. “Never better! But, just to be sure, how much further do you think the Crystal Empire is?”

“It can’t be more than a mile or so,” Cadance shouted over the howling wind. “Can you detect the Crystal Heart’s magical shield and find out which direction it is?”

Shining nodded, realized Cadance wasn’t looking at him, and said, “I can try, at least.” He ignited his horn with pink light, and the lines of magic running through the world revealed themselves to him. The thick tangle resulting from the Crystal Empire’s magic stood out even in the blizzard.

“This way!” Shining shouted. He galloped through the thick snow, Cadance just a few paces behind, before arriving at the great bubble of magic.

“The prince and princess are back!” a guard shouted. “Over here, Captain! Princess! Follow me—we’ll get you warmed up.” He led them to a small cottage stuffed with blankets and a nice, burning fire.

Shining and Cadance collapsed into the warm blankets. “Urgh, that was awful,” Cadance sighed. “And we’ll have to go through it again to get back to Equestria.”

“Can I get you anything else?” the guard asked as Shining snuggled himself into the covers.

“Some hot cocoa would be lovely,” Cadance said with a slight smile. “Two cups, if it’s not too much trouble.”

“Right away, your majesty,” the guard replied. As he trotted away, Cadance snuggled close against Shining.

“What do we do now?” Shining asked, shivering. “There’s no way we can make it back through that storm. If we stay here, we’re letting ourselves get cut off from Equestria. If we try to push through the storm, the Windigos will freeze us solid.”

“I’m not sure,” Cadance admitted. “But we’ll figure something out.” The guard returned with their cocoa, and Cadance sipped it. It filled her body with reassuring, soothing fire.



“Well, now that we’ve warmed up, we should go get the Royal Guard ready for an attack,” Shining said. “We’ll be able to snuggle more after Grogar is defeated.”

“Agreed.” Cadance stretched, and stood up. “Come on, Shining.” She cantered towards the castle, with him just a few paces behind her.

“Attention!” Shining declared to the guards. “Equestria is on the verge of total collapse. The storm is getting worse and worse, and if we stay here it’s only a matter of time before the Windigos bury us all in snow. But if we take the fight to them, we might prevail!”

“It’s funny you bring that up, Captain,” one of the guards said. “The people have been clamoring for us to come to Equestria’s aid.”

“They have?” Cadance asked, raising an eye in surprise.

“Yes,” he continued. “A pegasus filly showed up and stirred them into a fervor. Even I felt moved to action, though I didn’t do anything until now—I have to follow orders.”

Shining started at the mention of a pegasus filly. “Can you describe the filly?”

“Pale pink coat, light blue mane, lots of curls. Cutie mark of a chess piece.”

Shining glanced to Cadance, who nodded slightly. She said, “Thank you. Get your weapons, scarves, and prepare to march.” To Shining, she added, “And get your visor. With a snowstorm like this, you’ll need it.”



“So,” Fluttershy asked more gently, “you’re all doing good… so you can do evil in the future?”

“I wouldn’t call it evil,” Chrysalis replied. “Merely revenge.”

“I’m just a kid, Fluttershy,” Cozy said with a little smile. “But you can think of it like this: we make sure there’s an Equestria left, and then we figure out who’s going to rule it.”

“That’s not exactly what I mean,” Fluttershy said. “What I mean is, you’re already willing to do the right thing for selfish reasons. Do you think you’d be willing to for selfless reasons?”

“Well… when you put it like that, yeah,” Cozy admitted. “I guess I could.” What she said wasn’t technically a lie—a ruler needed to be selfless in her protection of her subjects.

“My reasons are already mostly selfless,” Chrysalis said. “But perhaps I could be… wider in my net of who to consider.”

“No,” Midnight said with cold dispassion. “I don’t care about any of you outside of the benefits you bring me. I have no intentions of conquering or otherwise harming you, but I also don’t really care what happens to you. You are useful as sources of information and beyond that are of no interest.”

Fluttershy put a hoof to her mouth, but said nothing. Cozy wondered what was going on behind her eyes. Fluttershy had managed to get Discord to adopt their friendship propaganda. Was she trying to do the same here?



Rainbow landed in front of the students. “Alright, follow me. We’re getting ready to attack.”

“Finally, some action,” Smolder said with a smile. “Do you know how many times I’ve sharpened my claws these past three hours?”

“I think it was only one,” Ocellus said gently. “Professor Dash, what’s our plan of attack?”

“Stygian will cover everything,” she answered. “But in brief: you stay back and try to use the energies of Harmony where you can.”

“Professor make yak and friends stay out of fight?” Yona asked unhappily. “Why Professor no trust friends?”

“Yeah, do you think we’d just get in the way or something? Don’t you know better by now?” Sandbar followed up.

“It’s not about trust,” Dash said with a sigh. “It’s about the promises we made to your parents or guardians. We said we’d keep you safe, and we’re going our best to do that.”

Gallus shrugged. “Alright. Let’s just get going.” He gave a very subtle claw signal Dash missed. But Smolder recognized its meaning.

“Sure, whatever,” Smolder said with an eyeroll. Gallus’s claw signal meant ‘agree’, and she could guess the rest:

Gallus was suggesting to go along with the professors’ plan up until there was a suitable time to slip away. Then they’d team up with the professors and save their homelands together! Because of the professors’ promises, they couldn’t say what they really wanted, but Gallus had a knack for figuring this stuff out.

“Ooooh, this is so exciting! It’s like when we stopped Cozy!” Silverstream said with a big smile. “Except this time we’re working with Cozy to stop somecreature even worse than Cozy!” She giggled. “Funny, huh?”

“Yeah,” Gallus said with a significant glance towards Smolder. She was pretty sure she knew what he meant: Cozy couldn’t be trusted and it’d be a good idea to capture her as soon as Grogar was defeated.

Yona sighed. “If all friends okay, Yona okay too.”

“This way,” Dash instructed. She jumped into the air and turned towards the castle, flying far slower than normal.

One by one, the students hurried after her. Gallus signaled for Smolder to wait a moment; he delayed to second-to-last, offering, “Me and Smolder will take up the rear.” As she followed him, he leaned back to whisper, “I’m pretty sure the professors are being duped by Cozy and her friends. I think it’s up to us to make sure Grogar’s rule isn’t immediately followed by the Terrible Triumvirate.”

“Trium…what?” Smolder asked.

Gallus faceclawed. “Three rulers. I’ve been spending too much time around Ocellus.”

Smolder gave him a wry little smile. “Anyway, I think so too. Funny how saving Equestria from its own ‘heroes’ is up to non-ponies.”

Gallus punched her softly on the shoulder. She didn’t even notice. “Hey,” he said. “I think we’re both honorary ponies at this point, at least compared with our countries.”

“So true,” she muttered with a sigh. “But hey. After all this, I’m sure we’ll all graduate with honors and be able to take friendship back home.”

“Don’t tell Ocellus,” he joked. “She might have a panic attack at the thought of no more tests.”



Snow fell softly on the broken ruins of Canterlot Castle. The thick, dark clouds spiraled above, as if heralding a worse storm yet to come. The wind itself seemed to be screaming in rage or pain.

In the remains of the throne room itself, Grogar sat, carefully drawing diagrams with a stick. His concentration was interrupted by the sound of several claws on stone.

A teenage dragon stuck his head around one of the shattered pillars. He asked nervously, “Ummm… Dragon Emperor Grogar, when will we be getting pillows? We looked all through Canterlot, but there were just piles of feathers and scraps of cloth…”

“Can we make burps the official greeting now?” a female dragon added. “Please, Your Supremacy?”

Grogar groaned in annoyance. “After the remaining pockets of resistance are crushed you’ll be able to salvage as many pillows as you want, Barry. Try Manehattan if you can’t wait. And no, Maar, I will not subject myself to that debasement.” He glared at them dispassionately. “Now, I must focus. Turn away absolutely all visitors. Do not fail me.”

The teenagers saluted and flew back to their guard posts around the throne room. “Grogar is the COOLEST!” Charcoal gushed. “Did you see what he did to Trottingham?”

“I heard he was challenged to a duel by Dragon Lord Torch—and WON!” Maar said ecstatically. “It’s so amazing to be able to work alongside him!”

A squad of six black, hole-filled changelings flew up to the dragons. “Important intelligence report. We need to see the Hivelord.”

“Can’t,” Cinders said apologetically. “He’s very busy—and in a bad mood.”

“Then I guess we’ll have to give it to you,” the changeling said with a frown. “We’ve spotted the Bearers of the Elements of Harmony—and it looks like Queen Chrysalis and the others of Hivelord Grogar’s strike team have joined forces with them!”

“Chrysalis betrayed us?” Barry asked, dumbstruck. “Are you sure?”

“Reasonably. It’s possible that it’s a group of the traitor’s changelings trying to sow discontent, but that seems unlikely. One, he’s not smart enough for that, two, they were trying to stay out of sight instead of be obvious, and three, we couldn’t find any other trace of the team.” The changeling sergeant shook his head sadly. “It seems like the likeliest possibility is that they did betray us.”

“Thank you,” Maar said, smiling a little. “We’ll let him know once he’s able to be distracted.” The changeling nodded slightly, and his squad flew away.

Barely a minute later, a pack of dogs padded up. Their leader barked, “Where is ram Grogar Gemking? We must speak with him at once!”

“He’s busy,” Caldera said, rolling his eyes.

“Not good enough! Ponies… very tough. Need help!” the dog argued. She crossed her forelegs. “Maybe dragons want Gemking all to themselves so only dragons get gems?”

“Look,” Clump growled, tapping the dog on the forehead, “Grogar said he needed to concentrate. It might take an hour or a day, but once it’s done, I bet we’ll have instantly won. So if you’re getting thrashed by ponies, why not just stay here and help guard?”

“Hmphph, dragons want dogs to stay here? Dogs don’t need to stay in capital city in fancy dens. Dogs can fight! Dogs will conquer Equestria all alone!” The dogs cheered at her words, and the pack charged back the way they’d came.

“Nice going, Clump,” Barry said with admiration. “Now hopefully we’ll get some peace and quiet.”



Pinkie nervously smiled as saw the students file in after Rainbow. She couldn’t help but notice Yona staring daggers at Cozy, and Ocellus shivering at the sight of Chrysalis. “Great, you’re all here!” she said, as much to break the silence as to bring the focus back on topic. “And I think you all know each other…?”

“Is she one of your changelings?” Sandbar asked Chrysalis, indicating Midnight. So no, they didn’t. Chrysalis snorted at his question.

“No,” Midnight replied evenly. “I am a clone of Twilight Sparkle that Chrysalis created.” She looked completely oblivious to the disbelieving stares of the students, or maybe she just didn’t care. Either way, Pinkie knew, getting everypony to get along was critical. She nodded slightly to their Twilight.

“Well, now that you’ve met, eheh, I think it’s time for us to launch the attack,” Twilight declared with a nervous little laugh. “Starswirl, Stygian, and I have been working on a plan we think is pretty clever. We’ll scry on Canterlot Castle to make sure Grogar’s there, then teleport in. With the sundering of the city the ancient wards should have fallen, so it’ll hopefully be easy to teleport right on top of him.”

“Then what?” Gallus asked, flicking his tail against the shiny floor.

“Then myself and the other bearers engage him head-on. You six try and channel energy from the Tree of Harmony. And our new allies—”

“Can take care of themselves,” Chrysalis finished harshly. “We’re helping you, not serving you.”

“We probably should listen to what they have to say,” Cozy said gently. “It’ll help us make sure we don’t accidentally mess up each others’ attacks.”

“She’s right,” Tirek agreed from outside. “Twilight, what’s your plan for us?”

Twilight gave Cozy a slight smile, and shared it with Tirek. “Tirek, you have the highest degree of raw power of anycreature here. I suggest you try to batter down his magical shields. Chrysalis, your shapeshifting powers enable you to turn into all kinds of things. I trust you know your best combat forms. Cozy, I’m counting on you to turn his minions against him. Spike will be alongside you, providing cover fire and helping convince any draconic minions. And Midnight, you share my knowledge of arcane finesse. Will you cast beside me?”

One by one, Cozy, Tirek, and Midnight nodded, some more reluctantly than others. Only Chrysalis stood alone. She glanced from Twilight to Cozy, and then to Tirek. Pinkie couldn’t read what their faces were saying, but it was clearly a heated silent discussion.

Finally, Chrysalis turned back to Twilight. “Fine. I’ll do as you wish.”

Pinkie grinned. “Okay, everycreature follow me to the cutie mark map room! Except Tirek, I guess, but… well, you can stick your arm in, right?”

“I think so, yes.” He extended a huge arm towards them.

“This way!” Pinkie said, bouncing along. The clip-clop of hooves and other appendages behind her told her they were all coming. It was only one short turn to the map room. Inside, Stygian and Starswirl were pouring over the map.

“I’ll be staying behind, to coordinate you all,” Stygian said with a nice little smile. “Starswirl’s going to cast a spell to let me talk to each of you.”

“And I’ll be here to maintain that spell, and teleport you out of danger if it’s required,” Starswirl added. He set his horn alight, and the Cutie Map shifted and shimmered grey. The ruins of Canterlot appeared there, like a moving painting or a movie, and in the middle sat Grogar. He was apparently deep in meditation, surrounded by complex magic sigils, and chanting softly. Yellow and black magic covered the ground around him, forming strange, alien shapes in the snow.

“Nice trick,” Smolder said with a smirk.

“Alright, we know where he is,” Rainbow said. “Starswirl, can you get us there?”

“Yes—though your help would certainly make it easier, Twilight,” he replied. He drew out a beautifully swirling orb of grey magic. “Now, everypony, touch this.”



Pinkie thought about her friends. They were about to face down the worst threat Equestria had ever known. Emotion flooded her soul, and she darted over to her friends. She grabbed them all and pulled them into a big hug.

“I’m scared,” Fluttershy admitted. “I’m worried about what he can do to you.”

“We all are,” Applejack reassured her. “Grogar’s got more power than… well, just about anypony.”

“Hah, well…” Dash said with a cocky smile. “I am too,” she admitted, the smile wavering away. “Not for myself—I know I’m tough enough to stand up to him. But for you guys? And our students? Yeah. I don’t want any of you to get hurt.”

“I share your concerns,” Rarity said. “It’s one thing to go into battle against a deadly threat… it’s another to have creatures you promised to take care of alongside you.”

“I’m sure we can do it,” Twilight said with a smile. “As long as we’re together, we’re unstoppable.”

“Very emotionally touching,” Midnight said dryly, “but we are on something of a schedule. Shall we skip over the rest of the mutual encouragement so we can begin the attack?”

Pinkie frowned, but she flipped that frown upside down and bounced over to hug Midnight too! “Aww, don’t be a sour grumpy guss! We can include you too!”

Midnight pried the pink pony away with her telekinesis. “Attack me again and I’ll invert your personal gravity,” she said coldly.

“That wasn’t an attack, Midnight, that was a hug,” Cozy explained with a giggle. “Golly, you really don’t have much non-magic information, do you?” Midnight shrugged noncommittally.

“Just hurry up and cast your spell, Starswirl,” Chrysalis hissed, her voice low with annoyance. “Let’s get this over with.”

“As you wish,” he replied, and the grey orb floated into the air. Tentacles of light extended from it down to each of the assembled creatures, minus Stygian and Starswirl. Twilight ignited her horn and added to the spell, churning the grey light into a pale lavender. A blinding flash of light engulfed the room.



Sweetie Belle held the binoculars close to her eyes with her telekinesis. Through them, she could clearly see her sister, her sister’s friends, and their enemies walking into the castle. Tirek stuck his gargantuan arm in after them, but appeared to be making no aggressive moves!

Beside her, Apple Bloom was working on traps and Scootaloo was keeping a wider watch. “Well, what do we do now?” she asked, putting her binoculars down to look at her two friends.

“We make those monsters too scared to come mess with Ponyville,” Scootaloo suggested, smiling confidently.

“Or we could go after our family and friends in the Everfree,” Apple Bloom suggested. “Keep them safe while our sisters go save the world?”

A brilliant white light shot out of Princess Twilight’s castle, and Tirek vanished. “Well, who knows?” Sweetie asked. Her voice bubbled with barely suppressed laughter. “Maybe they’ll save Equestria before we can even make up our minds what to do?”

“Now wouldn’t that be somethin’,” Apple Bloom chuckled. “Well, if you think we should booby-trap Ponyville, Scootaloo, I’m all for it.”

“Actually, you might be right,” Scootaloo admitted. “We can rebuild the town much faster than we can heal up injured friends.”

Sweetie facehoofed. Were they seriously swapping opinions? “OkayIagreewithScootaloonowandAppleBloomfrombeforesoletsgohelpourlovedonesokay? Okay.”

Apple Bloom stared at her for a moment, and promptly started giggling. Scootaloo tried to restrain herself, but quickly joined Apple Bloom’s mirth. Even Sweetie’s annoyed face cracked a smile, and from there started chuckling as well.

Once their laughter slowed to a crawl, Apple Bloom spoke up. “You know, you girls are the best friends a pony could ask for.”

“Hear hear,” Scootaloo added.

“Definitely,” Sweetie finished. “Well, let’s get going! Our families aren’t going to protect themselves.” She grabbed her assorted equipment as her friends did the same, and the three fillies set out for deeper in the forest.



The grim blanket of ashen clouds slowly circled around what remained of Canterlot Castle. Snow fell quickly on the stone floor, but it seemed to consciously avoid the ruined throne room’s only inhabitant. Grogar carefully traced sigils of incredible complexity, each line burning with a dreadful blue light.

In the frosty, hazy air a brilliant flash of lavender and grey magic engulfed the entire throne room. A flurry of scintillating sparkles swept across the floor. And calm was replaced by a blizzard of activity in a few short heartbeats.

Pinkie Pie, Rainbow Dash, Fluttershy, Rarity, Applejack, and Twilight Sparkle appeared in a large hexagon ten feet on a side close to Grogar. Ninety feet away, their pupils Silverstream, Gallus, Ocellus, Yona, Sandbar, and Smolder shifted into view as a wedge. And the four villains were split up: Midnight was placed beside Twilight, Tirek on the other side of Grogar, Chrysalis lurking between him and the students, and Cozy and Spike way over on the other side of where the door had been.

As Twilight’s vision cleared and she saw the world clearly once more, her years of battle reflexes kicked in. She channeled her magic through her horn, and unleashed a beam at Grogar’s back designed to slow the dread lord’s movements to a crawl. But to her shock, just as the magic reached him, it cascaded over and across a yellow-black sphere of light.

Beside her, she felt Midnight charging her own spell. The dark alicorn fired no beam, no flashy display, but Twilight felt a cold chill run down her spin. Midnight’s spell was designed to kill Grogar instantly—to transmute his brain to dust. But that same sphere of yellow and black resonated again, and he was unharmed.

A blur of rainbow shot past her and slammed straight into Grogar’s shield at full force. Rainbow unloaded punch after punch into it. Twilight’s eyes could barely keep track of her friends’ hooves.

Opposite her, Tirek’s twin horns glowed a fiery orange-red. He extended a huge hand and scrunched his face in concentration. Twilight recognized this technique with practiced ease, for the centaur had used it on her in their duel years ago. Tirek clenched a fist, and a reddish glow surrounded Grogar’s shields. But even with all his power, the shield held.

Applejack leapt over Twilight to deliver a full applebucking kick right into the sphere of magic. Both her powerful legs slammed into his shield, and a crack appeared on it. Twilight felt a leap of hope in her chest. Of course! They all had to attack in harmony!

Chrysalis let her ebon body crackle with dreadful green fire. The fire grew and grew into a huge conflagration, and out of it stepped an Ursa Major. She swatted downwards, her massive paw battering against Grogar. A few more cracks spread out across, but even with that, his shield still held.

As Grogar turned to look at Twilight, he said nothing. He stared at them with a heartless lack of passion, as if they were insects to be squashed. Somehow, his silence and cold cruelty was worse than any gloating could be. As the orbs around his neck flickered with magic, Twilight found herself, her five friends, and Midnight trapped in a cage of yellow magical energy. On the cage’s roof, a vortex of black energy sizzled into existence.

Twilight instinctively cast a spell to teleport herself and her companions out, but it simply failed—she found herself right where she was, just like within Sombra’s traps. She looked over to Midnight, who seemed to be having the same troubles, and to Pinkie, who was muttering to herself.

“Pinkie?” Twilight asked. “What do you think is going on?”

“Weeeeell, I’m not a magical mage like you are, but I think Grogar’s about to destroy us,” she said with a slight smile. “That looks pretty nasty.”

Twilight’s heart sunk. No way out, and unlike Sombra, Grogar seemed completely uninterested in playing with them. He just wanted to win.



“Quickly!” Stygian urged Tirek. The complex spell Starswirl had cast allowed Stygian to advise even across the distance from Ponyville to Canterlot. “You have to do something! You need them!”

Tirek didn’t bother to respond. He locked eyes with Chrysalis, who nodded just a hair. Tirek reached out with his telekinesis, but not on Grogar—no, Grogar’s wards were still too strong. Instead, he reached for the ground under Grogar. With a crunch of his fist, he cracked the stone and sent Grogar stumbling. His magic faltered for just a moment, but that was all Chrysalis needed.

As Cozy’s apparition flew over to mock Grogar, Chrysalis shapeshifted into a cheetah. She dashed over to Tirek and let her skin flow back to her normal form. She touched his huge hoof, and performed a simple teleportation spell: bringing Tirek inside the magic cage as well.

Grogar shook his head, and narrowed his eyes at Chrysalis and Tirek. Above Tirek, the deadly vortex of dark light was crackling. Tirek raised both his hands and cast a protective barrier spell, to shield Chrysalis, Midnight, and the annoyingly lucky ponies.

“What are you doing!?” Stygian demanded. “Even with all your power, you can’t stand up to an attack like that!”

Tirek knew Stygian was right. Even with all the power he’d amassed, he knew this ward would never hold against Grogar’s attack. If he and his friends had used the Bewitching Bell right, it wouldn’t need to. If they hadn’t, they would die here, in a blizzard at the very throne room of Canterlot Castle.

At last, it seemed, the spell had built up enough energy for Grogar’s tastes. With a cold, almost dismissive wave of his hoof, the energy surged downwards towards the assembled heroes and villains. Tirek defiantly locked eyes with Grogar and snarled. Grogar simply frowned, as if disappointed. “You should have known better”, his face seemed to say.



The energy of Tirek’s brutal attack cascaded through his shield, shattering it like glass. It washed down and over him, seeking to reduce him to ashes.

And the careful enchantments Chrysalis had placed on him activated. As the energy approached his skin, it warped and twisted. His flesh simply absorbed the destructive magic as if he’d eaten it from Grogar himself.

Tirek grew in size, his muscles bulging out. He split his face with a grin as all of the magic became his to command. He reared back on his hind legs, before lurching forward and sending a beam of crimson light spearing towards Grogar.

The stolen energy strained and then snapped through the cage of force. It hit Grogar’s defensive wards with no apparent effect. The cage must have soaked up so much of the magic the spell was harmless by the time it hit him.

Below Tirek, Chrysalis shapeshifted into a falcon and went into a screaming power dive towards Grogar. Right before she would have impacted, she shifted into a malwurf and slashed at Grogar. As both of her claws connected, her fur became chitin and she was a giant insect! With each strike she adapted her attacks, trying to find a weak spot in Grogar’s defenses. Her attacks couldn’t get through, but it was enough to force him a few steps backwards.

Pinkie Pie appeared behind Grogar. “Bleeeh! Mleeen! How old are you? You sure are ugly! Oh, and—YOU’RE GOING DOWN!” She pulled a cake from behind her ear and splattered it all over his shield.

Rarity flicked her horn, and a crystalline shield of magic appeared before Rainbow Dash. The pegasus nodded with a smirk, and shot forward to hammer the shield into Grogar’s own. He took another step back, frowning.

“Why did you decide to betray me?” Grogar asked. “Had you remained loyal, you would have become rulers of pieces of the world.”

“You wouldn’t leave us anything TO rule,” Cozy’s shadow self answered with a cute smile. “We want subjects!”



Grogar curled his face into a grim smile. His horns and bells crackled with yellow-black magic, and the air split asunder. Jagged bolts of lightning darted towards everyone nearby except Tirek, including the false Cozy. Applejack was barely able to duck behind a piece of masonry, and even so the bolt sent her flying backwards. Everything hurt, like the time Rainbow had accidentally shocked her with lightning.

She looked around. Speaking of Rainbow, the blue pegasus was almost unconscious. Pinkie lay unmoving. Chrysalis’s many-tentacled body was blackened and smoking. Twilight and Midnight were cowering behind a shared shield crisscrossed with cracks. Rarity’s dainty form was sent halfway across the room. Applejack couldn’t see Fluttershy. The phantom Cozy, naturally, was completely unharmed. And Tirek didn’t look hurt, but he was opening his mouth rapidly, with no sound coming out.

Before Applejack could even get to her feet, circles of yellow magic chained her limbs down. A quick look around told her most of her allies had suffered the same fate. Grogar narrowed his eyes. “So, you thought to betray me and thus rule over Equestria in its current state? And to that end, you joined forces with your quarry to remove me? Hmmmph, a clever plan.” He tightened his magical grip. “Now, tell me the location of the REAL Cozy Glow, and from where you gained these new powers, and I will grant you mercy.”

“Should we teleport you home?” Stygian asked Applejack through his mental link. His voice quivered with terror. “Or do you want to fight a little longer?”

Before Applejack could reply, she saw a flash of yellow—but not Grogar’s yellow. It was Fluttershy!

“How dare you?” Fluttershy demanded. She flew to right in front of Grogar. “HOW DARE YOU!? Listen here, you big meanie! You may have powers beyond imagination and have created every kind of monster we’ve ever fought and be able to any of us effortlessly, but you do not, I repeat, YOU. DO. NOT. HURT. MY. FRIENDS! Got that?”

Grogar just snorted derisively, and lit his horn again. But before he could complete his spell, Fluttershy whirled in the air, sending snow right into his face. He snarled, and as he wiped his shield clear, Fluttershy locked eyes with him. She looked straight through him, applying the full power of her legendary Stare.

And it did absolutely nothing.

Grogar completed his spell and lightning lancing into Fluttershy. She was tossed across the room like a foal’s doll. She landed hard and lay still.

That was enough. Applejack focused to talk with Stygian, but the sound of a waterfall rushing over a cliff made it hard to think. She looked up again, and saw a glorious rainbow light. It shone from behind Grogar, and slammed into him like a sparkling train. He was knocked to his knees with a groan. Applejack’s bonds vanished, and she bolted upright. Their students were glowing with Harmony’s energy!

“You should really look behind you once in a while, Grogar,” Gallus said with a snarky grin. “Not that it’d help. You don’t stand a chance against all of us working together!”


Grogar scanned the room, presumably assessing the odds. After a moment, he raised his voice. “Guards!” he ordered. “There are intruders here. Distract them while I destroy them.” As he uttered the word ‘intruders’, a scintillating portal of yellow and black appeared just to the right of him, and six blackened, pitted jewels flew out. They began to orbit him slowly. And as he said ‘destroy’, he let a volley of six dark bolts towards the students. Each bolt struck true, and the energy scattered the creatures like leaves in a thunderstorm.

Chrysalis licked her lips in fury. He had hurt her badly, deeper than anyone had ever before. And he had nearly killed Tirek with that little trick of removing all the air from his lungs. But no more. Now he would pay in full.

She willed her many tentacles back into her body. Her torso and neck lengthened as her tail shifted from mere thick, mane-like antennae to a hard carapace. She returned to a comfortable, natural chitinous body, but not her default form—no, this was a battle form. Her mandibles chittering, she became a humongous centipede!

She skittered across the snow and bit down, hard, towards Grogar. Her mouthparts burned as the magic sizzled against them, but at long last, his shield shattered. Even as her smoking jaws continued in their inward path, she was reshaping her body once more. Vertebrae appeared along her back and her mouth shifted from right-left to top-down. It grew true teeth, and in an instant, she was a quarry eel. Her jaws closed around Grogar, but as soon as she touched his skin, his body automatically reacted with a surge of magic.

She felt her shapeshifting slipping away from her, and her body returned to her normal changeling form. “W-what?!” she asked aloud, shock filling her voice. “How?”

“You cannot defeat me with my own creations,” Grogar replied icily. His horns glowed with power, and rock spikes stabbed up towards her. Only her instinctive shifting to a flea saved her from being skewered by his deadly spell.



Midnight analyzed Grogar’s magic. He favored efficient, lethal magic, just like her, though it seemed he preferred to attack as many enemies as possible simultaneously, preventing him from applying the most lethal ones.

The gems orbiting Grogar reminded her vividly of the ones she and her sister clones had tried to seize back at the Tree of Harmony. But something was different about these. They had a far darker gleam, and Midnight felt a deep connection to one in particular. It felt… right, somehow.

Something she’d loot from his corpse, she decided. She beat her wings, and leapt into the air. Her head just underneath her horn ached as she concentrated, and a deadly spell darted down towards Grogar. If the spell worked, it would transmute all his blood to acid.

His eyes darted upward. With a grunt, he opened a portal below himself, and vanished. The portal closed behind him. Her spell hit the stone ground with no effect—it only worked on living things, after all.

She looked around. Many of her allies were severely damaged. That would not do. Though it hurt her pride to admit, she had had much less luck against Grogar than them. Logic dictated expending some of her own power to aid them.

She flew down to them, and concentrated deeply. With a gasp of pain, she transfused a bit of her own life force into Rainbow, Pinkie, and Fluttershy. Her knees buckled, and the world spun. But each of them started to stir.

“Get up,” she urged with a pained whimper. “You need to help!”

Rainbow unsteadily got to her hooves. “Midnight? What did you do?”

“I gave you each some of my life energy. I don’t know how effective a fighter I’ll be without it. I’m counting on you!” She felt an emotion she had never experienced before, sort of like fear mixed with anticipation.

Pinkie jerked awake. “Midnight, go find cover. We’ll deal with that mean old party pooper!”

Fluttershy nodded, her face unusually similar to Mean Fluttershy. “Do you hear that, Grogar? Nopony hurts my friends and gets away with it!”



Twilight flicked her horn, and sent a spell rippling down its length. It surged towards Grogar just as Midnight cast her own spell. Twilight’s spell was far less dangerous than Midnight’s but also far harder to block, and sure enough, it hit Grogar on the shin. His body rippled briefly.

As he vanished into his portal, Twilight adopted a defensive stance. Her spell was calculated to enervate and weaken him, making him sleepy and confused. It would hopefully leave him vulnerable enough for her friends to defeat him.

She saw Midnight flying over to Pinkie, Fluttershy, and Rainbow, and help them up. Midnight stumbled, suddenly looking quite ill. She limped over to behind a collapsed wall and out of Twilight’s sight.

With a horrid cracking sound, the ground underneath Twilight split in two. Only her wings saved her from the chasm. It tore through the huge room. Just as Rarity was about to fall in, Pinkie slammed into her to knock her to safety. Not a moment too late, either, as the floor crunched back together.

Twilight looked around frantically. Where was Grogar? The room was overflowing with so much rubble he’d have countless places to hide.

She took a deep, deep breath, and closed her eyes. As an alicorn, she had a fundamental connection to the force of magic itself. She reached inside herself to feel for fluctuations nearby.

There were the villains, of course—they were clouds of dark smoke, glinting a pale blue light. There were each of her friends, with their corresponding element color. Their students likewise had such auras. But Grogar? He was hard to see, but he wasn’t invisible so much as too vast. The whole room seemed to be glowing with his latent magic.

She opened her eyes. Maybe ordinary vision would succeed where amgic aura-reading had failed. She beat her wings to get aloft and gain a bird’s eye view of the area. Her flying lessons with Rainbow had certainly paid off.

But even here, fifty feet above the ground, Grogar was impossible to see. What was he up to?



Pinkie couldn’t see Grogar, but that wasn’t a big problem. She still had her Pinkie Sense, after all. And it was pinging a bigger doozy than Twilight giving up on trying to understand her. Twitcha-twitch, twitcha-twitch! She reflexively dove backwards just before the ground split apart. With the world going crazy, Pinkie did the only thing that made sense:

She loaded her party canon and snarled. Grrr! If that big party pooper thought he could get away with hurting her friends, he had another thing coming. Something that would take the cake. But not a happy cake that tasted good, no—more like the awful cake Sombra made the Cakes bake. A Sombra-baked cake would take the cake!

Pinkie felt her Pinkie Sense filling up her bones with the information she so desperately needed. She pirouetted on her rear hooves and fired the cake-taking cake high into the air. It splattered down just behind the shattered thrones, and a disgusted groan rang out. She’d found her mark!

With a shimmer of pink, Pinkie reappeared right in front of Grogar. Before he could so much as cast a spell, she’d loaded in another cake and blasted his face with goopy batter.

“Hahaha! Taste the cake! The bad-tasting cake! Doesn’t it taste of black licorice and revenge? Ahh, revenge tastes sweet. But not this revenge cake!” Grogar tried to wipe his eyes clear, but Pinkie was reloading cakes so fast each cleaning was quickly rendered useless!

Pinkie saw a cyan blur out of the corner of her eye and grinned. Now the fun would really begin!



Rainbow split the air asunder with a screaming BOOM, leaving a trail of rainbow in her wake. She slammed into Grogar like a freight train, knocking him to the floor and sending him skidding fifteen feet back. She followed up with a barrage of rapid attacks, each punch and kick hard enough to crack stone. Even with Grogar’s magically hardened flesh, it looked like it hurt. “This! Is! For! The! Princesses!”

Grogar groaned, before shoving a hoof up blindly and touching her chest. Suddenly, Rainbow was trapped in a sphere of magical force. She opened her mouth, but no sound came out. Rainbow clutched at her throat, and Pinkie had a feeling Rainbow was suffocating!

“Help!” Pinkie shouted. “Rainbow’s in trouble!”

Applejack jumped over the thrones and went into a roundhouse power kick. The orb of magic shuddered, but held. Grogar wiped the cake off his face, and glanced across each of them in order.

Rarity flicked her long scarf around Grogar’s forehoof, and yanked hard. “Unhand Rainbow this instant, you fiend!” He stumbled, and she followed up with a surge of electricity down her clothing.

Rainbow struggled in her bubble. She was firmly stuck—and all that activity had to be using up even more of her remaining oxygen. Rarity and Applejack had helped, but it still wasn’t enough.

Pinkie drew her trumpet, took a deep breath, and blew as hard as she could right into Grogar’s ear. Rainbow dropped to the ground, but Grogar looked much less discombobulated than he should have. Pinkie didn’t like it. But at least Rainbow seemed okay. She was breathing rapidly and lay prone, but her eyes were open.

Pinkie frowned. Even with all her tricks, this was a losing battle. Where was Twilight? Where were their evil allies? Why weren’t they helping against Grogar?



As Twilight carefully trotted towards where Pinkie and Rainbow had gone, she felt a cold chill run down her back. She whirled around to look behind her. Tirek, Chrysalis, and Midnight were staring at her. Tirek’s face was contorted with rage, and Chrysalis wore a cruel smirk. Midnight was giving her a coldly analytical look, like she was a frog for dissection. She didn’t seem to be limping anymore. Had she healed, or had her injury been a ploy?

Twilight felt a sudden surge of rage flaring in her own heart. Chrysalis had done horrible things to her and her brother. Tirek had nearly absorbed all Equestria’s magic. And she was going into battle alongside them? What would Celestia think?

She wouldn’t, Twilight remembered. These monsters had taken Celestia away from her. With a pained snarl, she flicked her horn towards Chrysalis. A purple surge of magic shot down its length and arced towards the changeling.

Chrysalis transformed into a flea, but the spell turned in mid-flight and struck directly on her. She was encased in lavender amber, unharmed but helpless.

Beside her, Fluttershy looked into Tirek’s eyes, rage and misery mixing in equal parts. “Because of Grogar, Discord is gone! How could you let him do that?!”

“He was a threat to me,” Tirek retorted. “As Twilight has become.” He thrust a hand forward and grabbed Twilight in his impossibly strong telekinesis. With a nasty smile, he began to squeeze.

Midnight took aim at Fluttershy with her own horn. Unlike Tirek or Chrysalis, she displayed no satisfaction, merely a cold indifference.

And high above, the Windigos swirled in the storm, cooing triumphantly. Even the Princess of Friendship and Element of Kindness had fallen to their influence. Who would be next?



Just as Midnight was about to cast a spell to reduce Fluttershy to dust, Cozy dove in front of her. “Wait!”

Midnight raised an eyebrow, but stopped. “What is it, Cozy Glow? Why do you want me to not attack her?”

“Look at you! Only a minute ago you were all getting along just fine. What happened?” she demanded, glancing towards Tirek.

“It occurred to me that Twilight would throw us all in Tartarus as soon as we defeated Grogar,” Tirek answered. “And I decided to make sure that wouldn’t happen.”

“Riiiiight,” Cozy said skeptically. “And she decided to attack you for some brand-new reason too. Really, Tirek, I’d expect this kind of naïveté from Midnight—no offense, you’re just only a day old—but from you?”

Tirek looked down at the floor and slackened his magical grasp just enough for Twilight to breathe.

“I remembered that they had let Discord be… whatever Grogar did to him! You did too!” Fluttershy interjected. “And that’s wrong!”

Cozy sighed. “Yes, it is. But we’re fighting Grogar, right?” Each of them nodded except for Chrysalis, who was still encased in translucent magic crystal. “And we know he’s summoned Windigos. Now, what are Windigos really, really good at?”

“Stirrin up… hatred…” Tirek said slowly. He blushed a little. “Heh. I guess you’re right.” He dropped Twilight, and a moment later, she unfroze Chrysalis.

Chrysalis reverted to her natural form and looked at Cozy. “What you’re saying makes sense. Any rage we feel is probably the result of the Windigos. Can we count on you to keep us from fighting each other?” Cozy gave Chrysalis a big smile and a nod.

“Very well, Cozy,” Midnight said, letting the magic on her horn fade. “I have only one other question for you.”

“Sure!” Cozy replied. “What is it?”

“What’s a Windigo?”

She got her answer with a horrid roar from above. They were like nothing so much as swirling, ghostly clouds of snow in the shape of horses. Their blue, crystalline eyes froze her soul.

“Let’s hurry,” Twilight whispered.



Cozy called her shadow self back into her body, and allowed herself a few moments of contemplation on the events of the past few minutes. When the teleportation spell had set her and Spike down just outside the throne room, the guards had immediately accosted them.

“Halt!” a teenage dragon demanded. “Who are you?”

“Oh, nothing too special,” Spike said. “Just the Dragon Lord’s best friend and his assistant.”

“Oh, you’re friends with Dragon Lord Ember, huh?” another dragon asked. “Well, that makes you enemies of Dragon Emperor Grogar. Now surrender!”

Spike gulped. Cozy interjected, “We’re not here as invaders, but as diplomats. Ember’s thinking about becoming a vassal of Grogar. I take it you already are?”

“Yes,” the first said proudly. “He’ll lead us to greatness!”

“Golly, that sounds exciting!” Cozy said with a nice smile. “It’s nice to see that dragons are finally accepting that they don’t belong on top!”

“Huh?” the second guard asked. “What do you mean?”

“Well, you’re bowing to a non-dragon ruler, and you’re gonna be equals of the diamond dogs. It’s really forward-thinking of you to finally realize you aren’t any better than they are.” Cozy gave them an approving gaze.

“W… wait…” the second dragon said. “You’re saying that by obeying Grogar, we’re saying we’re only as good as Diamond Dogs?”

“Oh, I’m not saying that,” Cozy reassured them. “You are! It’s so nice to see you getting along as equals, and knowing you’re no better than them. It really makes me happy.”



The two dragons looked at each other and started whispering. Cozy couldn’t make out any words over the howling wind, but their faces told her plenty. “We’ll be right back,” the first told her. “Don’t go anywhere.”

As they flew off, Spike turned to Cozy. “That was incredible! How did you do that?”

“It’s simple, really. I just figured out that if ponies could be made to turn against each other, other species in Grogar’s alliance could too.”

“Speaking of…” he pointed behind her. “Our friends seem to be in a lot of trouble. Shouldn’t we help them?”

“Neither of us has enough power to make a difference against Grogar directly,” Cozy reminded him. “The best way to help them is to create a headache for him out here so he gets distracted. But I will use my shadow copy to bother him as I can.”

“Thanks, Cozy,” Spike said, orienting his thumb up. “I’ll guard you while you do that.”

Cozy had proceeded to try to help against Grogar, just as she’d said. But when he unleashed his lightning, it became obvious that he knew she wasn’t real.

That was her sign to return back to her body. She snapped awake. “Grogar figured out I wasn’t the real Cozy, and that my real body has to be somewhere else. Do you think he’ll find us out here?”

Spike scratched his forehead. “Probably. Let’s go find a somewhat intact building nearby to lurk in.”

The two of them hurried down the rubble-choked street, flying low to the ground to avoid being spotted.



Cozy flew quickly and skillfully. They had to find a shelter, and fast. Who knew what Grogar was up to?

Out of the corner of her eye, she saw a flash of blue-black. It was a changeling, one much like Chrysalis, but with Ocellus’s build. And there were several others beside it. Their expressions reminded her of Chrysalis on particularly bad days. It wasn’t anger, but something far more disturbing: Hunger.

Cozy ducked down. Had they seen her? Before she could get up to check, Spike jumped at her and knocked to the ground!

Betrayal! she instantly thought. She struggled to get free, but she was just an ordinary filly, and even a kid dragon was significantly stronger than her. She raised a wing to defend against his next attack, but it never came.

She looked at him dubiously, and opened her mouth to ask what he was doing. But before she could get a word out, he clamped his claw over her mouth and pointed up. Cozy instantly understood his meaning. She nodded and stayed quiet.

Spike waited a few moments, before whispering, “I think they’re gone.”

Cozy nodded, her mind elsewhere. Spike’s actions were perfectly sensible and she even agreed with them. But she’d instantly assumed it was betrayal. Why?

A thought wormed its way into her brain. She had seen the Windigos up above. They were masters of stirring up hatred, just like her, although they used magic instead of charisma. Might they even be skilled enough to affect her trained mind?

There was only one way to find out. She meditated deep within, visualizing an empty chair in an old house. She felt emotions swirling by. She examined each before discarding it.

Suspicion was there, of course. So was joy—she loved a scheme done right. Anger was there, in its usual ice-cold form. There was even fear. She was afraid of what Grogar could do to her and what he could do to the world she wanted to conquer.

But something was awry. She tugged at the cold anger, and burning hot anger spilled out! Waves and waves of it. So much fury of the kind that rendered the mind useless.

She gasped, and looked at Spike. “How are the Windigos defeated?”

“Huh?” he asked.

“In the stories. How do ponies beat them?”

“Well, the Fire of Friendship can repel them,” Spike explained. “That’s a magical fire formed by friendship among the three tribes. Twilight conjures some every Hearth’s Warming.”

“Mhmm,” Cozy said. “Well, then get that friendship fire going. Because if they’re affecting me, I bet all your friends are too.”

“We need magic,” Spike answered with a frown. “Even dragonfire alone isn’t enough.”

“Then I guess we’ll wait here in the bunker,” Cozy said dryly. “I’ll check in on the others with magic.”

She tapped one of her bows, and saw through other eyes.



Cozy gasped awake. “Golly, it sure is good I checked in on them. They were throwing spells at each other!”

“Really?” Spike asked worriedly. “Should we go back?”

Stygian’s voice sounded in both their minds. “Don’t go back. You can do more out here. See if you can get those changelings to stop siding with Grogar too, Cozy. Spike, guard her. She’ll need you to keep her safe while her body is helpless.”

Spike saluted towards Ponyville. Cozy rolled her eyes, and began to concentrate again.

Her shadowy copy flew up and out of the room. The pack of changelings were circling the general area like vultures. She raised her hooves in an innocent manner to show them she meant no harm. They dashed to surround her with their strange spears.

“You’re under arrest for an act of war against Grogar’s lands!” the captain hissed. “State your name and business.”

“My name’s Cozy Glow,” she said with a dainty smile. “And my business is talking. I’m a diplomatic envoy, sent to meet with you!”

“Me?” the captain asked skeptically.

“Well, all of you really. You all look terrifying and amazing! But the real matter isn’t a statement, it’s a question.”

“Go on,” the captain said, nodding impassively.

“Why do you look… well, like that? I thought all the changelings had become colorful beetles?”

The captain bared his fangs, snarling dangerously. “No. Some of us still embrace the old ways, unlike those traitors.”

“Well gol-ly, isn’t that something!” Cozy cheered. “Only… are the old ways about bowing to a non-changeling?”

“What do you mean?” one of the guards asked. A glare from her captain suggested she wasn’t supposed to ask.

“Well, it’s just that you’re serving Grogar,” Cozy explained gently. “Isn’t it kind of weird that the Father of Monsters is ordering you about like this? It seems kind of like he sees you less as children… and more as slaves.”



“Hardly,” the captain answered dismissively. “Hivelord Grogar is proving to be a very reliable and talented leader. We need his guidance to crush the princesses.” The assorted changelings nodded their assent. “Now hold still.” He opened his mouth wide.

Cozy continued to watch him sweetly. He looked down and seemed displeased. “Why can’t I drain any of your emotions?” he demanded. “I can’t feel a single drop of love in you!”

“Oh, I always keep my emotions under control,” she answered with a giggle. “And the second is simple. I don’t love anycreature!” Of course, the real reason they couldn’t detect emotions was that this copy of her wasn’t real, but a bit of lying never hurt.

All the guards stared at her. “But I thought ponies were always bubbling with happiness and love and all that stuff?” one asked, his voice wavering.

“Eh, not me,” Cozy said with a shrug. “Anyway, the point is, you’d better hurry over. My minions are fighting Grogar, and while the Elements probably won’t use any of the more effective methods, I’m sure Chrysalis won’t be so forbearing. So if you wanna keep your ram dad around, better get over there quick!”

One of the changelings stared at her in horror. “You’re just a pony grub. How can you be so carefree about orchestrating something like that?”

“I dunno,” she replied with her adorable smile. “Guess it’s my special talent or something!”

“We have to head out!” a changeling insisted. Her face was warped with fear. “We need to protect the Hivelord!”

“Wait,” the captain said slowly. “If this is the pony who’s organizing them… that’s Cozy Glow!” He snarled. “You’re their crafter of lies!”

“Golly, you don’t say?” Cozy asked sardonically.

“She’s tricking us,” the captain said coolly. “No doubt she just wants us all beside Grogar for some nasty attack or something. Well, it won’t work. And you’ll pay for your crimes against our lord!” He dove down, spear first to impale her. But her shadowy self could move impossibly fast, and it dove aside!



Cozy effortlessly had her ethereal copy dodge the attack, and as the other changelings charged towards her, she evaded each of their strikes as well. A moment later, she promptly took off down the mountain. They beat their wings as hard and fast as they could, but they were still slightly slower.

She kept the chase going for a few minutes, until they were too exhausted to chase any longer. After that, she dove into the caves beneath Canterlot and flew up through the floor back to her body’s position.

She opened her eyes and saw Spike standing guard with a salvaged spear. “Hey Spike!”

“Gaaah!” he said as he whirled around. “Oh, it’s just you, Cozy.”

“Yup, just me,” she agreed. “You’ll be glad to know I got those changelings out of Canterlot.”

“Nice job! So… what should we do now?”

“Check back in on the others, try to keep Grogar off-balance, you know the drill.” She gave Spike a sweet smile. “And on your front, stay on guard. You’re doing an awesome job protecting me!”

Spike puffed his chest out proudly and raised an eyebrow with a half-smirk. “Well, well, well. Do you have a… CRUSH on me?”

Cozy glared daggers at him, before bursting out laughing. “Pffffh, you wish.” She closed her eyes again, and separated her soul from her body once more




Gallus surveyed the battlefield with a cocky half-smile. The professors and Midnight were really laying into Grogar with hoof, wing, and horn. Behind them, Tirek and Chrysalis unleashed their brutal powers.

Those six strange, blackened jewels still swirled around Grogar. What were they? Gallus was troubled. They reminded him of pictures of the Elements of Harmony, but they looked so much more warped and scarred. Staring at them caused a prick of sharp pain to stab from behind his eyes.

Beside him, Silverstream was starting to stir. “Ungh, what happened?” she asked with a whimper of pain.

“Grogar hit us with black lasers,” Smolder said, cracking her knuckles.

“His magic just ignored ours,” Ocellus added worriedly. “How did he do that?”

“Yona hate Grogar,” Yona growled. “Yona want to smash Grogar like smashing log!”

“Yeah!” Sandbar agreed. “He hurt you guys. Nocreature gets away with that!”

Gallus flapped his wings. Their teachers and the other villains were keeping him off-balance. “Let’s show him what the team who stopped Cozy can do,” he said. He leapt into the air, and flew towards Grogar.

Grogar was parrying or blocking the attacks and spells of nine different people. As Fluttershy tried to guilt him and Pinkie kept him distracted, Rainbow and Applejack unleashed an unrelenting hail of kicks and punches that only powerful magic could deflect. Rarity was conjuring assorted bits of clothing to blind him, and Twilight and Midnight fired spell after spell.

Grogar’s jewels glowed a strange black color, as if they were sucking up the light in the room. He was putting them to good use, blocking or reflecting Tirek’s gargantuan beams of energy. Chrysalis had taken the form of a tall, gangly creature with dozens of tentacles. Rather than strike Grogar personally, she hurled rock after rock at him. Even with all his power, it was clear he was struggling.



Grogar groaned as he tried to block or deflect every attack. It was working so far, but Gallus could already see his reflexes slowing. He felt a surge of hope. Maybe they’d actually be able to succeed!

Gallus beckoned to his friends. Without even checking if they were following him—he knew they were—he shot up into the sky. He went into a power dive towards Grogar, but not at his body. Gallus was aiming for one of the orbiting gemstones.

His wings flush against his body, he got closer, and closer, and closer, but just as he was mere yards away Grogar glanced upward. He immediately set his bells aglow, and a shield pulsed into existence. It was all Gallus could do to thrust his wings out and turn what could have been a splat into a hard slam. He hit the shield and the world went black.

“Gallus!” Fluttershy gasped. She dashed forward to grab him, and cradled him in her forelegs.

Applejack leapt forward to deliver another crushing kick against Grogar’s shield. This time it cracked open like a sphere of brittle ice. He growled, but his voice was weakening. As Rainbow slammed her fist into his chest, both Twilight and Midnight charged spells of their own.

Before Grogar could retaliate against any of his attackers, Chrysalis returned to her default shape, teleported to mere inches away, and then took the form of the Smooze. She extended a green pseudopod down into his throat, and then vanished from sight.

Midnight’s and Twilight’s horns flared in unison, and together they weaved a complex spell of debilitation and binding. A web of pink light appeared around Grogar and began to slowly contract. It sparkled like the night sky, and as Tirek looked at it, it hurt his eyes. It was like staring into a solar eclipse.

Grogar crouched low in a defensive stance. “You are—hukhkhgrghk,” he hacked. “Uughkh.” His knees trembled as he coughed uncontrollably.

Tirek watched in awe. Chrysalis must have thrust herself into Grogar’s body and turned into a virulent disease!



Spike stood watch over Cozy in the bunker. A crush on her, hah! As if. No, his crushes were reserved for good people, and though Cozy may be on their side for now, it was pretty obvious she was only there for selfish reasons.

Besides, she just wasn’t attractive to him. He looked for beautiful, determined, inventive people. Not saccharine, scheming, treacherous manipulators. Even if she did put her talents to good use, she’d still just be a distasteful person to be around.

Crush or no, though, she was his ally. And so he had to protect her from any of the threats in this ruined city.

The shudder of the ground beneath him sent gears clicking in his head. Tunnelers, in Grogar’s realm, probably subservient to him… diamond dogs!

Spike froze where he stood. No more marching—they most likely detected vibrations in the ground. He’d just stay still until they left. Or, if they didn’t leave, fight them off. Between his fire and a spear he’d salvaged from the half-collapsed building, he was ready.

As the rumbling came to a stop right under his claws, he didn’t dare to even breathe. He was pretty sure he could take them, but with Cozy unconscious, he didn’t want to risk her safety.

Second after agonizing second ticked by. Finally, the ground rumbled again. It receded, getting fainter and fainter, until it was out of earshot.

Spike exhaled hard. That was too close. He still had no idea how his friends were doing, because Cozy had decided to stay asleep.

“Come on, Twilight,” he whispered under his breath. “You can do it!”



In the dark caves beneath Canterlot, Cozy continued her work.

“Now, all I’m saying is, if you’d decide to… not show up for Grogar’s summons, Princesses Celestia and Luna will probably be very thankful. I bet they’d reward you with a lot of gems!”

“How we trust pony?” one of the dogs demanded. “Ponies always trick dogs!”

“Not a trick,” Cozy reassured them. “I care about you diamond dogs just as much as I care about ponies!” That wasn’t even a lie, as she indeed didn’t care about ponies any more than these dogs. “Even if Grogar wins, you can just say you were held up.”

“Hmmm. Pony have point… okay,” the small dog answered. “Dogs will wait for five minutes. Then help Gemking.”

Cozy flashed them a big smile. “Thank you! I won’t let the princesses forget this!”

She trotted away, and once she was sure she was out of their sight, floated up through the rocks towards the surface.

To her surprise, she spotted a group of ponies on a higher level of the tunnels! They all wore thick, black cloaks that obscured their features, but she instinctively sensed danger.

She took a breath, although in this form that was utterly useless, and floated down into the ground until only the top of her head was sticking out of it. She snuck forward in absolute silence towards them.

“Should we help Grogar now?” a hoarse voice asked in a hushed tone. “He looked like he was having a lot of trouble.”

“No,” another answered silkily. “If he wins, it’s moot. If he escapes it’ll be up to us to help him hide, recuperate, and exact revenge. And if he doesn’t, we’ll be able to aid more indirectly. Because if they beat him in a fair fight, there’s nothing we can do in one.”

“I agree,” a calm voice added. “We wait, and maintain these sigils.”

Cozy inched closer. The cloaks made features hard to determine, but she could deduce there were two earth ponies, a unicorn, and two batponies. They were sitting around a circle surrounded with complex glowing symbols.

She racked her brain for context. A bunch of weird cultist ponies hidden under Canterlot who were serving Grogar too? What was going on?

Cozy prided herself on her ability to manipulate, even against ponies she’d only just met. But she was not at all confident in her ability to manipulate ponies she couldn’t even make educated guesses about.

She slipped down into the rock, and stayed inside it as she flew a couple hundred feet away. From there, she rose through the ceiling and out into Canterlot proper.

Up here, the snow was starting to form thick drifts. The Windigos continued to swirl far above. She narrowed her eyes and took flight for the throne room.



Midnight flicked her horn, completing the spell Twilight had begun. Lines of magical light flowed into a sphere around Grogar, creating a glowing web. Tiny threads darted from line to line, making the web shimmer like dew. Any spells he fired at any of them would simply bounce around inside his cage. This spell was quite difficult, but combined with Grogar’s sundered defenses and now infected body, victory seemed likely.

Sweat ran down his brow, and he gasped in pain. Whatever Chrysalis had turned into, it seemed horribly virulent. Midnight allowed herself a faint smile.

Cozy appeared inside the slowly shrinking energy cage. “Hey, Grogar! Do ya remember how you were saying your power was greater than all of ours combined? Golly, I bet you feel pretty silly now, huh?”

“You found a way to boost your power beyond mine,” Grogar admitted with a grunt. “I am… impressed.”

“Now, tell us what happened to Celestia and Luna!” Twilight demanded. “Where are they? What—what did you do to them?”

Grogar’s eyes weren’t on Twilight, or even Cozy anymore. He was staring past them, his blue face turning paler and paler as Chrysalis ravaged his body. “Where… are they?” he echoed, groaning.

“You’d better tell us right now,” Rainbow threatened. “Or just you wait! We’re gonna… what are we gonna do, Twilight?”

“Where are they,” Grogar repeated, almost too quietly to hear. And he smiled.

His twin horns glowed with his yellow-black magic, and a correspondingly colored pool appeared underneath him. Midnight instantly prepared another spell, but before she could fire it, the glittering cage filled with obscuring black fog. By the time she was able to cast yet another spell to see through the fog, the web of magic was empty, and Grogar was gone.

She could only think of one thing to say, something dredged up from deep within Twilight’s mind:

“Oh, ponyfeathers.”



Chrysalis, from her concealed position within Grogar’s body, was quite pleased with herself. This parasite fed on magical energy, and Grogar was probably the most powerful sorcerer alive. The disease was also very, very fast-acting, and almost immune to magical healing. A perfect form for this sort of attack.

Her gloating was interrupted by a mental connection. “Chrysalis? Can you hear me?” Stygian asked frantically. “Grogar’s teleported away. You need to return to your normal form and tell us what’s going on!”

Chrysalis knew fully demorphing would probably just crush her. But with her Bewitching Bell-enhanced shapeshifting, she could return just enough to perform the simplest magic.

With a flash of green light, she appeared a couple feet away. Her chitinous armor was stillt here, of course. It would mold into her body when she shapeshifted, and return in her natural form.

She quickly looked around. They were back in Grogar’s hideout. Grogar himself was starting to recuperate from her infection, but he still looked ill.

Chrysalis dropped to a battle stance, and fired a beam of sickly lime light at him. He raised a shield at the last moment, and her magic rippled across it like rain on a pond. A moment later, she had become a massive Ursa Major!

“How unfortunate that you betrayed me,” Grogar said grimly. As she broke through the ceiling and grabbed a huge slab of rock to use as a flyswatter, he ducked for cover. She slammed her rock down with a resounding CRASH. But he was nowhere to be found.

“Grogar’s at his hideout,” Chrysalis reported mentally. “I am fighting him now.” She collapsed her body inward to a bugbear, and dashed between the shattered walls. Where was he?



Chrysalis listened very carefully. There, the telltale sound of hooves on stone. She reverted to her natural, insectoid body and set her horn ablaze. She stepped out of the green flames a few dozen paces ahead.

There he was, searching through the rubble. Chrysalis narrowed her eyes. This had gone on long enough.

She pounced forward. Grogar flicked his twin horns and a pulse of magic slammed into her. It was far weaker than it had been, though. He was slipping. It seemed all that fighting was starting to wear him down.

“Did you really think you could defeat all of us?” Chrysalis taunted. “I expected you to be more realistic.”

Grogar responded by throwing a glimmering energy field around Chrysalis. She analyzed it for a moment. It was much more primitive than his previous shields, and lacking the usual lethality, but still strong enough to be troublesome. With a self-assured smirk, she became a diamond dog, and dug right under the shield.

Grogar, for his part, wasn’t paying attention. He was searching the room quickly and purposefully. She could feel his agitated hoofsteps through her own sensitive paws. What was he up to?

Chrysalis burst out of the ground a few feet from him and reverted to her changeling body once again. She stabbed down towards him with her armored hoof. He rolled backwards clumsily and came up against a wall. She stalked towards him smoothly, and opened her mouth wide.

His eyes darted from her to a pile of rubble beside him. He smiled wide, and dove for it just as Chrysalis leapt towards him once again.

Grogar pulled something out of the rubble with a crow of triumph. “At last!” It was his Bewitching Bell!

Chrysalis felt a leap of fear in her heart, but pushed it down. “Well, I see you found it. A shame you won’t get the opportunity to put it to use!”

She flicked her horn downwards and a spear of magic sizzled towards him. Grogar’s many other bells glowed with power as he raised one last shield.



Chrysalis’s laser impacted Grogar’s shield head-on. Spiderweb cracks appeared across it, but it held.

“My Bell is almost drained,” he murmured to himself. “So that’s how you three got all your new powers.”

Chrysalis hurled another line of jade magic. His shield shuddered, but it held. She refrained from saying anything. What if he got an idea from her?

“You are squandering my gifts,” Grogar said with the cold voice of judgment. “I did not craft this bell so that three would-be rulers could use it to aid ponykind.”

Chrysalis unleashed yet another laser. Grogar clearly had something up his sleeve. She had no desire to let him get to it. He said, voice harsh, “This magic belongs to those who would bring down pony hegemony. You merely wish to replace the princesses and take their thrones!”

His shield shattered like crystal, the pieces evaporating as they hit the floor. But before she could launch another bolt to annihilate him, his incantation came to a finish, and the bell opened wide.

The world seemed to dim as the bell glowed with a sinister black and blue radiance. It flared brighter than the sun, but it had none of the sun’s warmth.

Chrysalis felt her body losing its incredible fortitude and feeling of latent power. In a steady stream of green, magic oozed from her into Grogar’s bell. She thought she could percieve an orange shade and a pinkish aura as well, but it was hard to tell.

One thing was certain: she was rapidly losing the powers the Bell had granted. She lunged forward with a hiss, but a beam of blue and black slammed into her and hurled her away. It hit like a train and sent her flying through the air.

She reached out mentally to Stygian. “Teleport me back, now! Grogar’s regained his bell and drained my power. Help!”



Grogar’s horns glittered with the blue and black of a frigid night sky. Tentacles of a matching color slithered out of the marshy ground and reached greedily for her. One grabbed her tight, and began to squeeze…

And the world vanished. She was back at Twilight’s castle, with Starswirl and Stygian staring at her. The old wizard frowned, and the younger scholar whimpered. “Are you alright, Chrysalis?” Stygian asked, looking her over.

“I’m… only a little worse than I was this morning,” she answered. “But you need to evacuate the rest of the team. The first place Grogar will check is his new throne, and with that much power, there’s no way we can take him.”

Starswirl nodded, and began to cast a spell. Stygian just kept staring. He inquired “So he drained your powers?”

“Yes,” she confirmed. “Specifically, the enhancements bestowed on me by his bell. He just… reabsorbed all the energy they took back into the bell.”

“That makes sense,” he mused. “He is the designer of it. He probably knows all kinds of secrets that no sage has ever determined, even in their studies of the artifact.”

Chrysalis gave him a quick nod. “Once Starswirl teleports everypony back, we’ll have to move somewhere else. This will probably be Grogar’s second target.”

Before Stygian could reply, the rest of the team reappeared around the Cutie Map. Tirek was back to his normal size. Cozy and Midnight looked unchanged.

“We need to get out of here. Now!” Rainbow urged.

Chrysalis searched each of her teammates’ faces, and opened her mouth to sample their emotions. Fear’s bitterness, anger’s fiery spice, and uncertainty’s mush were all prevalent, but the cold, brain-freeze-inducing taste of dread predominated.

She fixed the image of Grogar in her mind, concentrating all her hatred on him. One way or another, he’d pay in full for his presumption against her royal self.



Grogar vanished from the cage of magic. Twilight stared at where he had been in stunned silence. That should have prevented him from teleporting away. Why didn’t it? Was it his use of portals instead of regular teleportation magic? She looked to Midnight with a pained expression.

“How!? How did he get away!?” Cozy shrieked from her illusory body. “We were supposed to destroy him! What went wrong!?”

Twilight reached into the magical bond forged back at her castle. “Stygian, did you find Grogar? Can Starswirl teleport us there?”

“Hold on, I’ll ask Chrysalis,” came Stygian’s reply.

“What do we do now?” Silverstream asked as she helped Gallus back to his feet. She gave Twilight a pleading stare.

“We need to find out where Grogar is before we can do anything,” Rainbow answered. “I already reached out to Stygian. Maybe somepony else did too, dunno.” Twilight nodded, and Rainbow acknowledged it with a nod of her own. “Okay, Twi did. Anyway, let’s take a quick rest and prepare.”

One by one, the assorted ponies and other creatures sat down, aside from Cozy, who flew back the way she’d came. After a few moments of deep breaths, Twilight heard Stygian’s voice in reply!

“Chrysalis says she’s at Grogar’s hideout,” Stygian explained. “I don’t know where that is. Maybe you do?”

“Tirek!” Twilight called. “Where’s Grogar’s hideout? He’s gone back there, it seems, and Stygian needs to know where it is.”

“Hmm, peculiar.” Tirek put a huge finger to his temple. He was probably talking to Stygian, Twilight assumed.

“Starswirl says that he probably couldn’t teleport you there,” Stygian said apologetically. “It’s too far. Chrysalis is battling Grogar herself.”

“Can y’all take us there?” Applejack asked hurriedly. “Ah think Chrysalis needs our help!”

“It’s possible,” Tirek said slowly, “but it would take a huge amount of magic. And Grogar might have created some kind of teleportation trap…”



As Twilight, other Twilight, and Tirek were discussing magic, Rainbow’s reflexes kicked in. There was some kind of danger here. She leapt into the air just as a tremor ripped through the ground. It knocked her friends to their knees.

“What was that?” Rarity asked, her voice fearful. “And where did it come from?”

She got an answer in an even stronger tremor. This one knocked almost everypony to the ground. Only humongous Tirek remained standing, and even he looked shaken.

“Maybe something underground?” Ocellus suggested. “Or below us on the mountain.”

“I’ll go check it out,” Dash said. She flew up and dropped her wings close to her, entering a power dive off the edge of the throne room. From there, she had a clear shot to under it, or even down the mountainside.

The source was as obvious as it was frightening. A team of monsters—a bugbear, a quarry eel, a slingtail, a cragadile, an ursa minor, and a chimaera were all laying into the foundations of Canterlot of Castle.

“Hey!” Rainbow called out. “Get outta here!”

The slingtail pulled off a chunk of rock and hurled it towards her. She swerved aside, and pounded her forehooves together. “Okay, that does it.” She paused as an idea hit her, and only her reflexes saved her from another boulder.

Her friends needed to know what was going on. That was more important than settling this fight.

With a sigh, she beat her wings and ascended back up the mountainside. As she crested the throne room, she yelled down, “A bunch of monsters are destroying the ground under the castle. They’re trying to collapse it!”

Fluttershy looked up. “Creatures? Maybe I can talk to them!”

“Yeah, sure, go ahead,” Rainbow said quickly. “C’mon everypony, let’s head for safety!”

But further discussion was rendered impossible by a horrible CRAAACK. The rock ahead fractured and split, and the ground leaned away from the city. Every single pony present was thrown into the air as it tilted sharply.

And Canterlot Castle slowly began to fall.



Tirek felt the ground under his massive hooves bucking and roiling. He stumbled, each hooffall creating its own aftershock. Below, he could make out Rainbow Dash, Twilight Sparkle, and curiously enough, Pinkie Pie all working to help their friends. The other fliers were sliding along the inclined stone floor.

Tirek steadied himself, a very difficult task on a tilting slab, and closed his eyes. He was much less skilled at magical finesse compared to a Twilight or a Starswirl, but raw power still had its uses. And he was a talented telekinetic.

Distancing himself from the screams of ponies sliding away, he extended a huge hand and called up the power in his muscles. He felt the collapsing castle ruins as if they were a part of his own body. And he began to pull.

Tirek’s muscles screamed as the magical strain pushed them to their limits. He had stopped the building from falling, but he couldn’t hold for long. He had to do something—fast!

He pushed through the pain and kept pulling. If he could just get it to level out, perhaps his allies could get to safety.



Pinkie watched Tirek lifting the castle with his telekinesis. He was doing great (that was a LOT of magical power!), but she had a feeling it wouldn’t be enough. They had to fix the castle once it was back in place!

Twilight was still occupied with helping her friends out safely. That left the other Twilight. Pinkie bounced over to Midnight. “Hey, Midnight! You seem to be a super powerful wizard. Can you fuse together this castle and larger Canterlot?”

“I imagine so,” Midnight replied. “They’ll be able to damage it normally, however.”

“Oh, don’t you worry your sweet little head about that,” Pinkie said with a nice smile. “They’re trying to get us. Once we get out of here, they’ll do something else!”

“Understood.” Midnight flew over to the chasm yawning between the castle and the mountain, and shouted to Tirek, “Bring it closer so that I am able to repair it!”

Tirek grunted his agreement, and shoved his arms forward. The ground thundered as he pressed the two earthbergs together.

Midnight ignited her own horn and tilted it down, probing for the protrusions and gaps in both mounds of rock. With gentle pushes and pulls, she lined them up just right, and then began to weave their substances together. Lines of rock fused into one at her horn’s precise lining as magical sparks danced nearby. She couldn’t know it, but the overall appearance was similar to arc welding.

Just as she finished, she felt a tug, and was pulled through the walls of the world to arrive back in the baseline Twilight’s castle.



Deep in the forest, Scootaloo, Sweetie Belle, and Apple Bloom had finally reached the townsponies. Big Mac stared at Apple Bloom angrily. Granny Smith trotted over. “Now where the hay have you been, Apple Bloom? You got us all worried sick!”

“Don’t be mad at Apple Bloom, Granny Smith,” Scootaloo pleaded. “We’ve been helping our big sisters save Equestria!”

“And how have y’all been doin’ that?” the old mare demanded.

“After Shining Armor, Princess Cadance, and a pegasus named Flash Magnus were attacked by Tirek, Chrysalis, and Cozy Glow, we rescued them!” Sweetie Belle said with a proud smile. She caught her parents not that far away. “We were very careful to be safe.”

“Well, I guess you know how to do this kind of thing by now,” a pony Scootaloo recognized as Sweetie’s mom said. Her voice was heavy and a little sad. “Just don’t forget, you’re dealing with bad ponies. We don’t want anything to happen to you.”

“You can rest easy, then, Ms… Cookie Crumbles?” Scootaloo asked. A nod told her she was right. “With years of training to get our cutie marks, and experience against villains like Cozy Glow, we’re on top of things.”

“Well, I suppose,” Granny said begrudgingly. “But ya’d better not get hurt!”

“Don’t worry, Granny,” Apple Bloom said soothingly. “We came out here to help y’all!”

“To help… us?” Cheerilee echoed.

“Yeah,” Scootaloo added. “Our sisters and their friends seem to have things under control now, and we wanted to make sure you were safe.” She gave them a nice, big smile. “We also built a lot of traps to stop any monsters Grogar sends out here.” Their astonished, impressed stares were all the praise she needed.



“Chrysalis reports that Grogar has regained his bell,” Stygian said to Rarity through their magical link. “Starswirl will be teleporting you all back right now. This is truly dire.” Rarity took the liberty of shutting her eyes. Dimensional travel tended to cause headaches if she kept them open.

When Rarity opened her eyes, she was back in Twilight’s beautiful crystal castle. Chrysalis was there! She was panting hard, her entire skin heaving—did she breathe through her skin? She lacked her emerald glowing eyes, and perhaps other traits, but she looked mostly unharmed.

Rarity scanned the rest of the group. Tirek was a lot smaller than he had been before. Cozy’s face was contorted in fury as she batted at one of her ribbons. Midnight looked paler than usual, almost as if she were a wilting flower. Gallus was semiconscious and lay prone on the floor. But by and large, everypony seemed mostly unscathed.

“We need to get out of here. Now!” Rainbow said urgently.

“I agree,” Chrysalis hissed. “Grogar will likely target this castle immediately.”

“Where to?” Tirek demanded. “He has a scrying orb, those six gems he scattered Cozy’s nemeses with, and now apparently his Bewitching Bell? How can we fight him? Where can we go he won’t find us?”

“The Tree of Harmony,” Ocellus interjected quietly. Rarity couldn’t miss the annoyance on Chrysalis’s face at the reformed changeling’s shyness—or maybe even existence in general. “It’s still around, if weak. It’s our best chance!”

“No,” Midnight said simply. There was nothing threatening in her voice. There didn’t need to be. “I will not be going to the Tree of Harmony.” Tirek and Cozy nodded slightly, and Chrysalis gave an unreadable look at Midnight.

“The Tree stripped away my magic years ago,” Tirek added, his voice grudging.

“And because of it, my plans failed!” Cozy agreed angrily. “That tree ruined EVERYTHING!” She breathed deeply. “Not that I hold it against it or anything. Because friends forgive, right Twilight?”



Rarity winced. That filly was something else. Was she even really a filly, or was she something else in filly shape? Whatever the case, Twilight wisely chose not to rise to the barb.

“I agree with the grub,” Chrysalis said. Every pair of eyes darted to her, some surprised, some pleased, some disbelieving. “The Tree and its Elements are the only force that have consistently defeated every one of Equestria’s foes. If some echo of its existence yet lingers as you claim, it may be exactly what we need.”

“You’re welcome to stay here or scatter as you please,” Twilight said to Midnight, Cozy, and Tirek. “But please be careful. We will still need your help.”

“We should go to the caves beneath Ponyville,” Cozy said suddenly. As her companions turned to look at her, she explained, “It is a place I frequented, and thus too obvious a location to hide in, but it is not a place I am particularly known for, thus it is susceptible to examining the most likely spots. It is winding and full of places to hide. Stygian, Starswirl, keep up the communication link. When you finish at the Tree, contact us.”

“I will do what I can,” Starswirl promised. “Without the map, it will be much harder, but I can probably weave the spell.”

Gallus stirred. “Uuuurgh, my head. What’s this about the Tree of Harmony?”

“We’re going there,” Fluttershy answered. “You and your friends are welcome to come along if you’d like to.”

Gallus glanced behind him to each other student in turn. One by one, they nodded. “We’re in.”

Starswirl stepped forward. “Then let’s get you all where you’re going.” His horn flared grey-white, and everycreature in the room shimmered with magic. In another moment, they were gone.



Starlight sat in the war room, deep in contemplation. Negotiation with Saddle Arabia had gone well. Now they were just waiting for the signal to attack. Twilight had communicated briefly about her status and the magic necessary to contact Gusty the Great’s spirit.

She rose to look out across the legions. Between Griffonstone’s and the Dragon Lands’ air forces, Saddle Arabia’s and Yakyakistan’s armies, the renegade Hippogriff navy, and the Changeling scouts and spies, she was very proud of her work. With Equestria’s ponies and buffalo, this host might well be the largest ever assembled.

A shift in the air told her another pony was approaching. She turned, and Sunburst was there. He asked, “Is everything alright, Starlight? You look… frazzled.”

“I’m just worn out, that’s all,” she reassured him. “Well, I guess I am a little anxious too.”

“A little?” Sunburst echoed with a raised eyebrow.

“Okay, a lot. I’ve never led an army larger than a village. What if I mess up? Or get mind controlled?” She nibbled anxiously on her hoof. “Ohhh, or what if enemies are acting as sleeper agents inside our host and are reporting on everything we do to Grogar? We already know some changelings and dragons serve Grogar. What if he’s managed to convince others to join him too, and now all our plans are available to him?”

Sunburst looked right into her eyes. “Take a deep breath, Starlight.” She did so. “Now let it out slowly.” Again, she complied. “You are one of the most powerful sorcerers alive. A single fully grown dragon like Torch can probably destroy a city singlehandedly, and we have a dozen of them. It’s going to be okay.”

“Of course it will,” Trixie interjected. “The Heroic and Daring Trixie would never let her dear friend Starlight Glimmer come to any trouble, and that extends to her friend’s friends as well.”

“Thanks, guys,” Starlight said with a genuine smile. “I’m just really nervous. What if I screw up?”

“You won’t,” Sunburst assured her. “We’re here to help you.”



The world went grey-white as Starswirl’s magic engulfed Twilight. A moment later, she was standing on the steps of the Castle of the Two Sisters. She rubbed her eyes and looked around. Her friends were there, of course, and Spike was by her side. The six students they’d been training were clustered together not far from her. But what caught her eye was the rest of the Pillars!

Sure enough, they were all there. Flash Magnus, Rockhoof, Somnambula, Mistmane, Mage Meadowbrook, and of course Starswirl and Stygian themselves. “Starswirl?” Meadowbrook asked, her voice wavering. “Why’d ya bring us here all of a sudden?”

“We’ll be working with the Tree of Harmony,” Starswirl explained. “I thought it made sense to have its creators present as well.”

“That’s a great idea, Starry!” Pinkie said cheerfully. “C’mon, let’s go talk to the tree!”

The twenty of them walked, flew, or, in one case, bounced up the stairs and to the Treehouse of Harmony. A couple inches of snow blanketed the green courtyard, creating a weird, otherworldly vista.

“Hello? Tree of Harmony Twilight?” Ocellus called out, her voice softened with uncertainty. “Are you there?”

For a few agonizingly long moments, only the falling snowflakes moved. Then the ethereal Twilight, the Tree’s avatar, appeared in a haze of static. She was shivering.

“You have arrived,” she said. “Good. Your judgment is required.”

“Judgment?” Applejack asked. “What d’ya mean by judgment?”

“A disharmonious one has entered my roots,” the tree-Twilight answered crisply. “By the laws of balance, I would be right to return him to the darkness he was called out of. However, he begged me to stay my branches, and told me that you would offer him mercy. So I ask: do you want me to spare him?”

“Well, that does seem kiiinda harsh,” Rainbow said with a nod. “But I guess we have to meet him to know for sure.”

The Tree smiled creepily. “Yes. You will meet him. Follow me.”

“Who?” Spike demanded. “Spit it out!”

“King Sombra,” the Tree said.



King Sombra.

Treelight’s words stuck in the original Twilight’s mind like green slime. How had Sombra been resurrected? Why had he appealed to THEM for mercy? How had the Tree even managed to capture him? When it and he had last met, he’d nearly destroyed it.

Twilight shook her head. Questions to ask the king himself, she decided. The ghostly copy of her floated over the snow like a paper cutout on a play. Twilight herself was trotting through the snow. The huge battle with Grogar had left her exhausted, and she didn’t want to push herself.

As the Treehouse of Harmony came into view, Twilight had to bite back a gasp. The pastel petals were covered in white snow, and the few that still poked out were crisscrossed with cracks. The beautiful treehouse itself was streaked with lines of black.

The Tree’s avatar didn’t gasp. She didn’t even pause. She kept her steady speed and hovered inside the building. Twilight looked across her assembled friends, students, and elders, searching each face for emotions. “Should we go after her?” she asked softly.

“Well, I don’t think we’re gonna meet Sombra out here,” Rainbow answered snarkily. “We came here to see him. C’mon!” The pegasus flew right inside. Everypony else, besides Spike, followed him quickly. Spike stood proudly by her side, giving her a relaxing stroke along her back.

Twilight couldn’t find any faults in that logic, so she turned inward.
>Am I afraid of what he’ll do? No, that can’t be it. He’s helpless and needs US. Then… what am I afraid of?
No answer welled up from her mind. She took a deep breath, steeled her nerves, and stepped into the treehouse.



Inside, Treelight hovered an inch above the center of the room. The entire treehouse glowed with the rainbow colors of Harmony. Treelight spasmed for a long moment, and the floor shimmered. The ground rumbled, and Sombra appeared opposite her.

He was engulfed almost from hoof to head in roots of transparent crystal. Each of his four limbs was securely attached to the wall, and his horn was wrapped tight in the tree’s roots. He weakly looked up, his face wracked with fear. He saw his visitors, and a hint of hope crept across his features.

“S-so,” he said, his voice uncertain. “You’re all here.”

Twilight didn’t know what to say in reply. Yes? Tell us everything you know about Grogar? Don’t worry, we won’t let the tree hurt you?

Before she could choose, the rough snarl of Smolder’s voice pierced the silence. “I say we let the Tree do whatever it wants to him. That’s what he deserves for what he did to it!”

Treelight smiled pleasantly at Smolder’s suggestion. Somehow, the complete calm of its face was more terrifying than any glare. Sombra gulped, and strained helplessly against the thick roots.

“Uhhhh, no,” Pinkie said with a disapproving frown. “That’s… not what we want to do.”

Fluttershy responded firmly, “Absolutely not. Tree, please be more gentle.” She turned towards Sombra, her face lined with sympathy.

Stygian indicated the Bearers of the Elements and offered, “I trust in you six to do what is right. You helped me escape the darkness.”

“Fluttershy, go ahead,” Twilight asked. “You’re our expert on this.”

Fluttershy turned towards the imprisoned Sombra. “Sombra, what happened? How did you return, why are you here specifically, and what do you want to do now?” She extended a wing and lowered it slowly towards him. He flinched. She gently patted his side, and the Tree reluctantly loosened its grip. He was still immobilized, but he wasn’t being squished.

“Grogar summoned me back,” he answered. “And for the rest? I should start at the beginning…”



>Sombra’s tale begins

Chalk, stick, spell, and cloven hoof combined to weave a web of monstrously complex sigils across the Canterlot Castle throne room floor. Grogar’s every stroke added a line of electric blue fire, weaving and writhing together into a huge mass of arcane power.

Previously, this sort of spell had only required a simple sigil. But a piece of Sombra had still existed back then; his horn survived his destruction. Now, with even his horn reduced to ash, resurrecting him was much harder.

But not impossible.

As the spell came to completion, black smoke welled up from the sigils, and a pair of green and red eyes appeared in the smoke. Grogar ignited his own horns and slammed the smoke with yellow magic. He compressed and solidified it, and Sombra was reborn.

Sombra looked at a hoof. “What took you so long?” he asked disdainfully.

Grogar glared at him. “You managed to get yourself so completely destroyed I lacked sufficient power to restore you until now. As we agreed, you will now serve me, or I will return you to the ether.”

Sombra’s heart burned with rage. He was a KING, and Grogar was ordering him about like a servant! And the most humiliating part was that Grogar had the magical power to back up his arrogance. Sombra knew he couldn’t possibly defeat Grogar in battle. But what could he do?

Sombra came to the bitter conclusion that his only real option was to go along with Grogar’s demands. He made a face. “Ugh, fine. What do you want me to do?”

“You are to travel across Equestria, enslaving as many ponies as you can as quickly as you can, with the requirement that you are to stay entirely out of sight of the Elements of Harmony,” Grogar ordered. “See if you can identify and enslave family members of the Elements. They will make splendid hostages.”

Sombra nodded. That was something he could do. “Where are their family?”

“I haven’t taken the time to locate them, as I have other things to attend to. I leave that to your investigation.



“Whoa-whoa-whoa,” Dash interrupted. “Enslaving our families?” She shot forward and slammed a hoof beside his head. “Where did you take them!? Are they hurt? If you did anything to them, you’ll be sorry!”

Sombra’s eyes went wide, and he forced out, “L-Listen, I can tell you if you want, but I’m worried it’ll be misleading without context. And I REALLY don’t want you getting the wrong idea.” He moved his head to indicate her hoof.

Rainbow settled back with a scowl. “Tell us if they’re okay, at least.”

“Yes, they’re fine,” Sombra reassured, the words tumbling out like an avalanche. “I actually took precautions to make sure Grogar wouldn’t hurt them.”

“You did?” Twilight asked skeptically. “Were you expecting to be captured?”

“No,” Sombra replied, “but I was worried I might be, in which case I’d rely on your goodwill to survive. And given our prior meetings… well, I didn’t want to push my luck.”

“I guess we may have been a little too extreme against you,” Rainbow admitted. “Disintegrating you three times miiight have been over the top.”

Fluttershy nodded. “That’s why we’re trying to find another resolution now. Sombra, why don’t you continue your story? We can interrupt again if we need to.” She gave him a soothing stroke with her wing.

Sombra looked at Fluttershy, to Rainbow, and then to Smolder, and continued.



>Sombra’s tale continues

As a cloud of black smoke, Sombra could move with unparalleled speed. His first target was a place none of the Bearers themselves were likely to visit, but a place where their family might well be found: Silver Stable Retirement Community.

Here, where ponies used canes to go from one easy activity to another, was a wonderful place to begin. Sombra crested a snow-dappled hill and swept through the town. One by one, he created his mind-control helmets onto their heads. An army of the elderly, yes, but still an army.

And best of all, the Bearers might be reluctant to fight old, weak ponies like this! he thought with a sly smile.

“Find everypony else in this town, subdue them with the minimum force required, and bring them to me,” Sombra ordered. His minions fanned out across the retirement homes. A few minutes later, they had gathered up all the remaining ponies, and he was able to enslave them as well.

“Are any of you related to Twilight Sparkle, Rainbow Dash, Fluttershy, Pinkie Pie, Rarity, or Applejack?” Sombra asked his enslaved ponies. Not a single one raised a hoof. He curled his lip down, and his voice gained a tinge of annoyance. “Ah. Unfortunate, but not unexpected.”

He took a deep breath, the warm air filling his lungs like a passionate kiss. “You are to seize the local train station. When the train stops here, overpower the conductors and take the train to Canterlot.”

His legion obediently turned about face and marched towards the station. Sombra let his body disperse back into a cloud of fog, and thought over the other possibilities.

He knew Twilight’s brother Shining Armor would be at the Crystal Empire, but given the presence of the Crystal Heart and Shining’s own talent at combat, he really didn’t want to go there. Fluttershy and Rainbow Dash were pegasi; their family might live in the clouds. Cloudsdale? Stratusburg?

Applejack and Rarity had family in Ponyville, he recalled. But he had to stay out of sight. What to do?



Sombra weighed his options. He could risk the Crystal Heart to try to seize Shining, but he’d only just returned to the world of the living. Ponyville had probably been evacuated by now. That left Cloudsdale.

As he considered Cloudsdale, an idea struck him like a lightning bolt. Especially fitting, he mused with a smirk. Cloudsdale put out weather in huge amounts, and with Grogar’s return, ponies would be expecting abnormalities.

He could pretend to be just another bit of weather, blowing around the city, and scout the area without causing a full-blown panic. If he didn’t find any family members at Cloudsdale, he’d check Stratusburg next.

His mind made up, Sombra spread his body as thinly as he could manage, until he looked like nothing so much as a small storm cloud. Now for Cloudsdale.

He rose high into the air and immersed himself with other clouds. By surrounding himself with the flat stratus, even observers on the ground wouldn’t be able to see him.

Sombra swiflty and quietly darted through the sky until he spotted a group of pegasi bucking the clouds ahead. He fell out of the clouds and onto the city below. As dispersed as he was, he could conduct a search with impossible speed.

“Hey, can somepony do something about this fog?” a mare whined. “It’s really making it hard to see!”

Sombra resisted the impulse to gloat or even enslave her. He was here for a few specific targets, and the less impact he had, the less noticeable it would be.

“You know, if my amazing daughter Rainbow Dash were here, she’d have the sky cleared in 10 seconds flat!” a stallion replied cheerfully.

Sombra smiled coldly as he moves his head towards the stallion’s voice. He was a blue pegasus with a rainbow mane, a ruffled green shirt on his chest. Beside him was a mare with a lighter coat. “Yeah,” she added, “you should see her go!” They were talking to another mare.

Sombra lit his horn, and engulfed the three.



“Sleep,” Sombra whispered to Rainbow’s parents and the other pegasus, weaving a spell across them. They slumped to the ground. He picked them up with a bit of telekinesis, and carried them to the center of his smoky form.

Useful, but only one set of family members. He hadn’t been able to identify any trace of Fluttershy’s. Maybe they lived somewhere else?

Well, maybe one group of hostages would be enough. He rolled out of Cloudsdale and down towards the earth far below. His ensorcelled captives dreamed a dreamless sleep. He could bestow a variety of horrid nightmares on them, but that motion might be too distracting. Besides, he wanted them unharmed and suitable as bargaining chips.

He spotted a cave yawning from one of the hills below, and drifted towards it. It was dark, damp, and cool, big enough to have plenty of hiding spots but small enough he could find his own way through.

Sombra deposited the three ponies behind a rocky outcropping. With a blast of magic, he caged them in a prison of black crystal. Thinking back to the Ponyville fiasco, he replaced the flat, grey rock with a shiny layer of crystal as well.

His business done, he headed for the exit. His next target would be wherever Canterlot’s citizens had evacuated. If he were lucky, Twilight’s parents might be there.



Sombra looked across Canterlot. The city was completely destroyed. Every building he saw was reduced to rubble, like a foal stomping on a sand castle.

He thought about this turn of events. It was unfortunate to see Equestria’s capital gone, but he was more concerned with Grogar’s motivation for an attack like this. What would he stand to gain from wiping out the city he was already in? It didn’t make sense.

Nothing moved, but he couldn’t even see any ponies trapped or hurt. Everypony must have fled, he reflected. But to where?

Down the mountain seemed likeliest. He looked over the edge of the city. Far below, he could make out a river and a few trees beside it. A splotch of lavender flashed, and he smiled. There they were.

He cloaked himself in shadow, stepped off the edge and let gravity do the rest. Just as he was about to hit the water, he dispersed back into a cloud of fog. To anypony watching, it would hopefully look like a blot of darkness had splashed and scattered.

He floated just over the river, watching the trees. That flash of lavender had looked just like Twilight. But no matter where he looked, he couldn’t find its owner. There were a few other ponies up ahead, but not the one he was looking for.

——

“You captured my parents and stuck them in a cave!?” Rainbow demanded.

“It’s safer than Cloudsdale!” he insisted. “I know exactly where they are, and Grogar won’t target it because there’s nothing there!”

“Hold on,” Starswirl asked. “Canterlot was still intact when you left it?”

“Yes,” he confirmed. “I don’t know when it was destroyed. I suspect it was when I was gathering that army.”

“Strange,” Starswirl murmured. His eyes unfocused as he went deep in thought.

“So you went around Equestria gathering up our family members and plopping them in a cave,” Pinkie summarized. “Right?”

“I’m getting to that,” he answered, and continued his tale.



>Sombra’s tale continues

Sombra slipped off the river’s surface and onto land, moving slowly and silently until he was under a tall tree. He remained a cloud of smoke, and waited.

After a couple minutes, a unicorn stallion trotted out towards him. “H-hello?” he asked. “Can you, uhh, speak?”

Sombra floated in place. He didn’t reply in words, but he did oscillate his vapors inward and outward.

“Well, uhh, did Grogar create you?” a mare asked, peaking out from behind a tree.

Sombra vibrated his vapors again.

“Is that a yes, or a no? Either way, you seem harmless,” the first stallion said. He called out, “You can come out, everypony!”

Pony after pony trotted towards him, until perhaps thirty were all around him. In a blur of movement, he coalesced back into his unicorn form. He smiled elegantly at them, and his eyes curled with smoke. Helmets conjured onto each of their heads, and he had a new strike force.

“Find, subdue with minimal force, and bring to me Princess Twilight’s parents,” he ordered. “I will gather more minions myself.”

“Yes, King Sombra,” they replied in unison. The enslaved ponies spread out in small groups of three.

Sombra returned himself to a cloud of murky darkness and swept forward. As each of his teams of minions encountered more ponies, he swept in to mind control them as well. With each addition, his net grew larger.

At last, one of his two hundred minions reported, “These are Twilight Sparkle’s parents Night Light and Twilight Velvet.” She indicated two pinned unicorns.

Sombra smiled his approval, and gripped them in his telekinesis. He returned to liquid shadow, immersed them in his substance, and headed for the cave.



Rainbow Dash’s parents were awake. They looked up as he entered, fear and confusion on their faces. “Where are we?” Rainbow’s father asked. “Who are you?”

“I am King Sombra. This is a geologically stable cave away from any major targets. And you are… bargaining chips, I suppose I’d say,” he answered, placing Twilight’s parents in the cylindrical cage as well. “You will remain here, safe and unharmed. If all goes well for me, you’ll be cared for and kept protected. If not, well, you’ll probably be out by this evening.”

“What’s the point of all this?” Twilight Velvet demanded. “Why go to all this trouble to ponynap a couple unicorns and pegasi? Aren’t there lots of others?”

“Indeed,” Sombra replied smoothly, “but very few who are related to the Elements of Harmony.”

“So you imprisoned us to, I guess, gain leverage over Dashie?” Rainbow’s mom asked, her face creased with astonishment.

“Yes,” Sombra agreed. “They have already shattered my substance twice. I doubt anyone would see fit to resurrect me again. Should they best me once more, having you in my gentle hospitality will hopefully earn me some mercy. So don’t be afraid. You’ll be unharmed and even sheltered from Grogar’s minions.”

“You don’t have to do this, you know,” Night Light offered gently. “You could defect and help our kids save Equestria.”

Sombra looked at Night Light, searching his eyes. His lip trembled, and Sombra shook his head. “No. He’s too powerful. All I can do is try to show him that it’s worth preserving some part of Equestria instead of collapsing it all.”



“Well, if you’re sure,” Night Light said. “Just don’t forget our offer. Twilight has a lot of mercy and forgiveness in her heart. Shining does too, though he’s a little more gruff about it.”

“I won’t forget,” Sombra said with a slight nod. His horn blazed, and plenty of bottles of water and sandwiches appeared inside the prison. “Goodbye. I’ll be back by tomorrow evening.”

He looked into his prisoners’ eyes. There was concern, fear, a bit of anger, but something else too. Pity. They pitied him.

Sombra shook his head. He still had a recruitment mission to complete. He slipped back into a cloud of dark fog, and set out for Fillydelphia.

But before he’d managed to conquer even a tenth of the city, Grogar sent him a telepathic message. “That should be enough of a temporary army. Direct them all to Canterlot for staging. In the meantime, I have something else I require of you. You are to visit the Tree of Harmony’s ruins.”

Sombra replied through the telepathic link, “Certainly.” He quickly ordered his troops to move to Canterlot, and set out for where he had destroyed the Tree of Harmony.

Equestria’s territory flew quickly under him. It was scarred with yawning chasms, craters, and fires. He would have frowned if he could, but smoke monsters didn’t have mouths to frown with. It was a shame to see the rather saccharine beauty of Equestria replaced with a ruined, devastated look. His brutalist aesthetic was far better than either, of course, but it was also much easier to turn saccharine beauty into brutalism than ruins.

The Castle of the Two Sisters came into view. He shot down the canyon into the Tree’s room, and he froze in shock.

The Tree was reborn. It was growing through the ceiling, shimmering with magic. He abruptly reversed direction, but the Tree had detected him. A surge of light washed over him, forcing him back into his equine body. The Tree reached out with tentacles of white light, each one grasping hungrily at the air.



Sombra took a few quick steps back, but the tendrils were too quick. They shot forward and wrapped around him. Their touch burned like acid, and Sombra screamed. He tried to draw on his magic, but the Tree’s touch enervated his body.

Twilight Sparkle, now glittering like crystal, and glowing the same white, appeared before him. “You ruled the Crystal Empire as a tyrant, inflicted incalculable suffering on the crystal ponies, and tried your hardest to destroy me,,” she said with a cold calm and a serene smile. “By the law of balance, I visit the same fate upon you.”

Sombra felt his body going weak. The Tree of Harmony had survived, and now wanted revenge? How? He reached out with his mind to Grogar, but felt only a static silence. “Wait!” Sombra pleaded. “I have information you might find useful!”

“I see,” Treelight replied. She continued to smile gently. “You are welcome to share it before I destroy you.”

“No, I want to share it so you DON’T destroy me!” Sombra tried to explain. “To earn some mercy from you!”

“No,” Treelight said simply. “I will not compromise my principles for advantages. You deserve to be annihilated for all that you have done.”

Sombra felt despair seeping into his soul. What could he do? How could he convince the Tree to let him live?

Suddenly, the idea hit him. “The Elements of Harmony wouldn’t want you to destroy me,” he argued. “Twilight, Pinkie, Rainbow, Rarity, Applejack, and Fluttershy would want you to show me mercy.”

“Unfortunately, they are occupied right now,” Treelight said. “In their absence, I will adjudicate.”

“Can’t you just capture me?” Sombra asked. “You keep me as a prisoner, and when they get back, you can ask them?”

Treelight stroked her chin with a hoof. “Very well.” Her tentacles shifted to pull him right to the Tree’s roots. “You will remain here until they return. Then, they will decide your fate.”

——

“…decide your fate,” Sombra finished.

One question alone was on Twilight’s mind: What should they do now?



As Sombra finished his tale, Twilight spoke up. “Well, I think we are all in favor of telling the Tree not to hurt you,” she said, looking around. The other Bearers and Spike nodded, though Smolder scowled. “But we haven’t decided what we should do with you right now. Keep you imprisoned here? Free you? What do you girls think?”

“Keep him here,” Rarity offered. “As much for his own sake as for ours. He said it himself; nobody other than Grogar has the magical skill to recreate him, and I have a feeling he’d be left pretty weak from the Tree’s energies.”

“We’re already working with Chrysalis, Tirek, Cozy, and Midnight,” Rainbow pointed out. “Having Sombra with us would be helpful.”

“You’ve allied with those three?” Sombra asked with a sharp inhale. “I’m surprised.”

“We had a shared interest,” Fluttershy explained. “And that’s why I think we should free you too. You also share a goal with us, and I believe we can trust you to help us against Grogar. At the very least, you should have the chance.”

“Grogar won’t attack ponies under your control, right?” Spike asked.

“I’m pretty sure he won’t, just for his own self-interest,” Sombra answered. “But I can’t be certain.”

“Well, in that case, being able to help them find safety seems wise,” Twilight said. “So it does seem preferable to let you come with us.”

“I think you’ll make a good ally,” Fluttershy said with a kind smile. “You already showed kindness to our family members, after all. Everypony, I say we ask the Tree to let Sombra go.”



“I agree with Fluttershy,” Stygian said softly. Twilight turned to look at him, and he continued, “Sombra provides a variety of tactical advantages. He has reasons to work with you, and unlike the other allies you’ve made, Grogar probably thinks Sombra is still loyal to him. This makes him a uniquely useful spy.”

“You do have a point,” Gallus admitted, his voice taking on the irritated tone he so often wielded. “Headmare, what do you think?”

Twilight took a deep breath. “Overall, I think Fluttershy and Stygian are right. I know Sombra has a, well, checkered history with us, but so do Chrysalis, Tirek, and Cozy. However, if any of you have concerns, bring them up now.”

“What about all those slaves ya have?” Applejack asked Sombra suspiciously. “What’s gonna happen to ‘em?”

“I was planning on keeping them under my control so Grogar wouldn’t hurt them,” Sombra answered.

“What about after that?” Applejack continued. “Once we beat Grogar.”

Sombra kept silent for a long moment. “Then I’ll release them all.”

“Okay,” Applejack said. She nodded towards Twilight.

Twilight looked around the gathered ponies and other creatures. Smolder still looked as angry as ever, but she wasn’t speaking up. Twilight steeled her will, and spoke to the Tree of Harmony, “We would like Sombra to be released. We’ll handle what punishment after we stop Grogar.”

“So you have chosen to embrace limited disharmony to prevent larger disharmony.” Treelight smiled blankly. “You have also chosen mercy over justice. Very well.”

The roots binding Sombra to the wall snaked away from him, and he crumbled to the floor with a sharp gasp. Treelight watched him on the ground with her same haunting smile.

Fluttershy rushed forward to care for him. “Are you okay? Are you hurt?”

“Exhausted,” he answered. “The Tree was draining my energy almost dry.”

Twilight knew her friends needed to rest and recuperate, but every minute they spent was a minute Grogar grew stronger. She buried her face in her hooves.



Rainbow looked outside. The sun had set, leaving the cloudy sky a dark, grim grey. Snow fell hard and fast, piling up in drifts against the window. It wasn’t the soft, fun kind they would schedule for winter—it was a frigid, biting, dry snow. She had only ever encountered it once before, when the Crystal Heart was destroyed. Even inside, she was shivering.

On the other side of the room, her friends were discussing what to do. “I’m so tired,” Rarity complained. “My whole body aches.”

Gallus rubbed his forehead. “I’m still sore from where Grogar zapped me, and my head’s pounding. Don’t dive onto a magical shield.”

“Should we find a way to give you some rest, then?” Mistmane offered. “You’ll be more skillful fighters if you’ve had time to nurse your wounds and let your muscles recharge.”

“But we don’t have time for that,” Spike argued. “Starlight’s got a huge army together. Grogar’s probably gathering his own army, so we need to attack before he has one.”

“Good point, Spike,” Flash Magnus said admiringly. Spike puffed his chest out proudly. “Tactically speaking, synchronizing an invasion with her seems like the best maneuver.”

“But we also have to keep in mind the strategic powers of the creatures present,” Starswirl cautioned.

“Strategic powers?” Sandbar repeated with a confused look.

“The might of Harmony,” Starswirl said. “From the Pillars of Equestria, to the Tree of Harmony, to the Elements of Harmony.”



At Starswirl’s last phrase, Pinkie made a quick slashing movement at her throat, but it was too late. Twilight had heard, and her eyes visibly drooped.

“But we don’t have the Elements of Harmony anymore,” Twilight said, her voice thick with despair. “We’re on our own.”

The words hung heavy over the room. Sombra avoided everyone’s eyes, even Fluttershy’s. How bitterly ironic that his masterstroke towards conquering Equestria was now a major obstacle to his conquest of it.

A long silence held vigil, until at last Silverstream broke it. “So… now what?” she asked, putting a claw to her mouth.

Sombra wished he knew the answer. Every option anypony had suggested thus far had at least one glaring problem.

He closed his eyes, and forced himself to think of happier days. The time spent with a brilliant pony years ago, before his rise to power. His rule over his kingdom, when life had been pleasing and simple.

Now, when he looked forward, the best he could realistically see was a pardon from the Princesses and being forced to be an ordinary pony under clearly the implied threat of dispelling him back into the ether. What kind of life was that? Not one for a king.

Perhaps, he mused, it would be worth it to meet with Queen Chrysalis, Lord Tirek, and that creepy filly Cozy Glow. Maybe they would have better ideas on what to do, or even just be able to cheer him up in general.

How even more ironic, he reflected, that Grogar’s idea of an alliance makes more and more sense. He just won’t be part of it.

The thought brought a small smile to his muzzle.



“I think we should introduce Sombra to Grogar’s other former minions,” Ocellus suggested softly. “Each of them has special talents nocreature else does, and so does Sombra.”

“Good idea, Ocellus,” Twilight said approvingly. “Sombra?”

“I’ve met them all,” Sombra explained, “but only briefly. Yes, I’d like to talk with them.”

Fluttershy extended a hoof, and he let her help him up. “They’re under the School of Friendship,” she said. “I would give you full directions, but you can just turn into smoke, right? I imagine your way down won’t be hard at all.”

Sombra nodded once, and set out for the school.

——

Sombra floated down into the caves below the School of Friendship. He felt the watching presence of the Tree of Harmony’s roots even here. It may have spared him, but it clearly didn’t trust him.

He headed cautiously towards the sound of voices. There was a deep, booming male voice, a silky, rich female one, and a light, saccharine lilt. Lord Tirek, Queen Chrysalis, and Cozy Glow, he assigned mentally.

He couldn’t hear all they were saying, but he heard some eyebrow-raising snippets. “…what they’ll do to us after we defeat Grogar,” Cozy muttered.

“We can always just…” Tirek answered, his voice going too quiet for Sombra to hear. “…doubt anyone will begrudge us it.”

A voice similar to Twilight Sparkle’s, though with a vastly different inflection and tone, sliced into the conversation. He froze, listening carefully. It was Twilight’s voice beyond a shadow of a doubt, but the intelligence directing it was so dispassionate. “Full annihilation of all… …acceptable result,” she said clinically.

At last, he spotted the three of them. Cozy, Tirek, Chrysalis, and Twilight herself. He returned to his body, and sauntered forward. “Hello all,” Sombra said with a theatrical smile.



“Sombra?” Tirek asked in disbelief. “You’re alive?”

“Again,” Sombra affirmed wryly.

“Huh,” Cozy said with a shrug. “Well, on the one hoof, bravo for mostly destroying the Tree of Harmony. That was impressive. On the other, you really screwed up by not finishing off the Bearers afterwards.”

“How did you return?” Chrysalis asked, her mandibles twitching. “It looked like you were completely annihilated last time.”

“I’m not exactly alive,” he answered. “Because of that, bringing me back is much easier than it would be for a fully living pony.”

The Twilight doppleganger—one of Chrysalis’s changelings?—grinned wide at his statement. “Good. Please inform me on the full details of your magical capabilities and inclinations, and on the method by which you were resurrected.”

“That would probably take Sombra hours, Midnight,” Tirek said gently. “You’ve already proven yourself incredibly talented, and we can look into resurrections after Grogar is destroyed.”

“Ah, your name is Midnight?” Sombra asked, tasting its flavor and cadence. “I am King Sombra, rightful ruler of the Crystal Empire.”

“Yes,” Midnight confirmed. “Twilight was aware of you and your mastery of fear magic. I am Midnight Sparkle, a clone of Twilight created by Queen Chrysalis. ‘Clone’ is misleading, however, as I have Twilight’s skill and intelligence without her moral compass weakening her.”

“Impressive.” Sombra gave a little bow. “It is my honor to meet all of you, whether again or for the first time.”

“Can you give us a quick summary of your powers?” Cozy asked, batting her eyes. “That would help me figure out how best to apply your unique talents.”

“Well, I can quickly mind-control a lot of ponies at once,” Sombra answered. “I can conjure dark crystals that block spells and teleportation. And not to brag too much, but I am the world expert on fear magic.”

“Oooh, you can quickly get a huge army of regular ponies!” Cozy exulted. “I love it!”



“Where have you been?” Tirek asked. “Grogar must have summoned you between our visits to the castle.”

“Wait. Are you still loyal to Grogar!?” Chrysalis demanded. Her horn blazed to life. Beside her, Midnight dropped to the floor, and Tirek charged his horns as well.

“No!” Sombra protested quickly. “I have no desire to serve that pompous old goat another second. He treated me like a serf instead of a king!”

“Do you believe him, Cozy?” Midnight asked, her voice calm and dangerous.

“Hmmm. Given what I know of King Sombra’s psychological profile, it does make sense,” she began. “As for if we can trust him, well, I’d say as much as we can each other. We all have a shared interest in overthrowing Grogar, we all have shared enemies we can’t trust, and we even all have mutually compatible goals.” She shrugged. “We haven’t known him as long so we haven’t bonded as much, but the same necessities are driving each of us.”

“Well put, Cozy,” Tirek said with an approving smile. He let his spell fizzle out. A moment later, Chrysalis and Midnight did the same. “So, Sombra, where HAVE you been?”

“Gathering an army, capturing the families of the Bearers, and then imprisoned by the Tree of Harmony.” Sombra winced. “If it hadn’t been for the intervention of the Bearers themselves, the Tree would have destroyed me again.”

“For a tree that is one-sixth kindness, it doesn’t seem to have much mercy,” Midnight muttered. “I’d love to see you debate philosophy with it, Cozy.”

“That would be fun!” Cozy said with a big, cheerful smile. “Oooh, maybe I could get it so guilty over its own contradictions, it just wilted away into nothing!”

“Funny you mention that,” Sombra said. “The Tree has learned how to talk.”

Chrysalis bolted upright. She asked, her face warped in disbelief, “What? How!?”

“It creates a sparkly apparition that looks like Princess Twilight,” Sombra explained. “It talks through that illusion.”

”Golly, so they were telling the truth,” Cozy said. She imagined a tiny husk of a nut underhoof was the faces of those six students who’d been saved by the Tree, and crunched it into dust.

“Well, this is all nice, but what do we do now?” Sombra asked. “I don’t want to just sit here daydreaming.”

“You could report back to Grogar,” Tirek suggested. “He probably thinks you’re still loyal to him.”

“Yesss,” Chrysalis agreed. “Find out what he’s doing.”

“First, we should get to know each other better,” Cozy suggested. “We’ll need to work together, which means we need to trust one another!”

“Hmm, alright,” Chrysalis said. “That is acceptable.”

“It is pretty funny,” Sombra commented, chuckling lightly. “Grogar was the one who demanded we work together in the first place. And now we’re using that strategy against him.”

“He was probably right about its effectiveness,” Tirek agreed. “I’m confident that if we really all were loyal to him, we’d have already crushed all resistance.”

“And now we get to betray and destroy him with his own plan!” Cozy laughed gleefully. “Oh, this is so much fun!” She took a deep breath, forcing her mirth down, and began, “So, let’s start by telling each other what we love. I love manipulation, betrayal, lying, and getting ponies to do what I ask them to!”



“Good taste,” Chrysalis chuckled. “How about you tell us what you hate too?”

“Sure!” Cozy said, giggling. “I hate those six students who RUINED ALL MY PLANS, ponies cuter or more lovable than me, Grogar, and ponies not doing what I ask them to do. Oh! I forgot my favorite thing of aaaall.” She put on a dainty smile. “Hearing my enemies beg for mercy!”

That got a hearty laugh from the group. “I’ll go next,” Chrysalis said. “I love the delicious taste of love, my hive (when they don’t betray me, that is), and the thought of Starlight Glimmer suffering my revenge!” She cackled. “I hate Starlight Glimmer, Twilight Sparkle, Starlight Glimmer, Grogar, Starlight Glimmer, and STARLIGHT GLIMMER!” Her eye twitched as she scorched Starlight’s face into the rock she was standing on, and slammed her hoof down hard enough to fracture the stone to rubble.

“O…kay, heh heh,” Cozy said with an awkward half-laugh. “How about you go next, Midnight?”

“Certainly,” Midnight said, her voice dispassionate. “I love magical research, magic theory, immortality, isolation, calm, spellcraft, and access to all books ever written. I hate the Tree of Harmony, Grogar, and the loss of knowledge.”

“Your turn, Sombra,” Cozy said, looking at him expectantly. “What do you love and hate?”

“Well,” he began dramatically, “I love crystals, the Crystal Empire, dark magic, and… ah, nevermind. It’s pathetic.”

“You can tell us,” Cozy said gently. “We won’t laugh. Unless it’s funny, I guess.” Chrysalis, Midnight, and Tirek nodded.

Sombra facehoofed. “Fine. I love the most amazing pony I’ve ever met, Radiant Hope.”

A moment of stunned silence passed, and the other four broke into uncontrolled laughter. “Bfffhahahaha,” Tirek guffawed. “S-so you have a sp—special somepony?”



“I was not expecting romance to be brought up,” Midnight chuckled mildly. “You did not strike me as the type to be interested in romance games.”

“I’m not! And she’s not my special somepony!” Sombra protested, a red blush on his cheeks.

Chrysalis, giggling, brought up, “Y-you know I’m a changeling, right? I can feel the affection for her oozing off you. You want her to give you a big, sweet kiss~!”

“Oooh, Sombra’s got a fillyfrieeeeend,” Cozy joined in. “Sombra and Radiant, sittin’ in a tree. K-I-S-S-I-N—”

“We weren’t lovers!” Sombra protested, his blush brilliant on his dark grey face. “At most we were interested in each other. We never went on so much as a date!”

Chrysalis let green fire engulf her, and in a moment, she was a pale purple mare with a light blue mane and a healing staff cutie mark. “Would you like to fix that sometime?” she teased. Sombra shot her a furious glare.

“Okay,” Cozy said, at last catching her breath. “I think that’s enough, guys.” Chrysalis rolled her eyes, and returned to her true form. “Sorry, Sombra,” Cozy apologized as she wiped tears from her eyes. “I just really, truly never expected you to say that.”

“I didn’t want to bring it up for a reason,” Sombra grumbled. “I knew you would all react like that.”

“Well, can you blame us?” Tirek asked, his chuckles dying off. “I mean, King Sombra talking about a crush?”

“Actually, that gives me an idea,” Cozy said, her eyes bright. “Sombra told us something embarrassing about himself. It just seems fair for each of us to say something like that too!”

“Excellent idea,” Sombra said instantly. “I am very curious to hear all of yours.”

“Ugh, fine,” Chrysalis said. “But just so we’re clear, none of it ever leaves this room. If it does, I will personally destroy you.”

“Deal,” Sombra agreed, “as long as that applies retroactively to mine too.”

“Sure,” Chrysalis said with an eyeroll.



“That’s fine by me,” Tirek said. “Midnight?”

“I don’t think I have any embarrassing secrets,” Midnight said flatly. “I’m only two days old. Why would I be embarrassed of things I have done or felt? I am perfection incarnate, therefore I need never feel guilt, shame, or embarrassment. I might err, but I only err when having access to insufficient information, and thus never through any fault of mine.”

“Okaaay,” Cozy said with an eyeroll. “I guess we’ll skip you for this, Midnight. Since Chrysalis actually turned into Radiant, how about she goes first?”

“I already went first,” Sombra complained, “but she should go second.”

“Uuurgh, alright,” Chrysalis grumbled. “I have a pn… ltr… go.”

“What was that?” Tirek asked, cupping an ear. “Couldn’t hear you.”

“I have a pony alter ago,” she admitted sourly.

The cave fell into shocked silence, and then the others broke into laughter. “S-seriously?” Tirek gasped between deep laughs. “Sometimes you imagine yourself as a pony?”

“Yes,” Chrysalis spat under her voice.

“You’ve gotta show us now,” Cozy giggled. “Turn into her!”



Chrysalis facehoofed. Green fire flickered over her her body, and she turned into a pale green unicorn with an orange-red mane. Her cutie mark was a ladybug.

Sombra laughed even harder. “You were mocking ME for having a crush, and all this time you like to play pony? D-do you host frilly tea parties? Draw artwork of her?”

“G-golly, and here I thought you hated us cute ponies,” Cozy wheezed.

Chrysalis narrowed her no-longer-horizontal eyes. “For your information,” she hissed, “Crackle Cosette is not a cute pony and she does not like tea parties. She is a photographer of the Canterlot Historical Society with a dark secret: she in fact supports the changeling regime, recognizes how rule by Queen Chrysalis would be an improvement for pony life, and deeply despises the illegitimate usurper Thorax as well as Starlight Glimmer. She uses her position as a photographer to gather intelligence on Equestria and then forwards it to me.”

Midnight snorted. “You invented a fictional pony friend and turn into her?” Beside her, Tirek was trying and failing to hold in his laughter.

Crackle Cosette crossed her forelegs in a pout. “Oh come on, each of you has done it too. Admit it.”

“Uhhh, no,” Tirek said. “I’m perfectly happy being a centaur.”

“Fine, maybe it’s a changeling thing,” Crackle said. “Once I’m queen again, I’ll ask them. I’m sure they’ll all admit they have pony alter egos too.”

“You do that,” Sombra said, chuckling. “Who’ll be next?”

“Cozy!” Chrysalis snarled, returning to her natural form. “She’s the reason you all laughed at me!”

“Eh, okay,” Cozy said with a shrug. “I’ll go next.”



“I really love Alien Alicorns versus Space Pirates,” Cozy admitted with a nervous chuckle.

“I never took you for the type to read science fiction garbage,” Chrysalis snorted. “What, do you like to read about how the heroic main character defeats all her enemies effortlessly?”

“No!” Cozy protested, blushing. “Listen, Alien Alicorns is high liter—”

“Isn’t that the book about a green Celestia?” Tirek asked.

“Pffffhahahahaha,” Sombra chortled. “You read those silly action books?”

“It’s not just science fiction garbage!” Cozy protested. “Princess Aetherial Singularity Entropy Void XVIII is the last legitimate heir of the Quasar Ascendancy!”

Tirek, Chrysalis, Sombra, and Midnight stared at her. “Princess Aetherial Singularity Entropy Void?” Sombra wheezed. “That’s her actual name?”

“Yes!” Cozy answered, a blush on her pink cheeks. “It’s serious stuff! After being forced into wrongful exile, she travels with her oath-brother Pulse Shockwave the Elliridrinian, her hoofmaiden Laser Light, and her love interest Dr. Quark Matter to venture the stars, battle enemies of the Ascendancy, and eventually regain her rightful throne!”

“So… it’s just like every other science fiction space opera,” Tirek snickered. “Except with really elaborate names.”

“No!” Cozy insisted. “The titular enemies she fights are the Nebulae Falconry, a pirate kingdom, but the real villain is her younger half-sister Nova Rage XIV who forced her into exile and usurped the throne. Aetherial uses her wits and ruthlessness to defeat her enemies, and unlike so many OTHER stories, she shows absolutely no mercy to any of them!”

“Really now?” Chrysalis asked dubiously. “I distinctly remember a foal being read one as a bedtime story.”

“They seem lighthearted, but they’re actually really dark!” Cozy whined. “They pretend to be cute, heroic, and innocent to lull you into complacency. Look, how about I tell you my favorite scene? It’s a pretty big spoiler, but I bet none of you will read it ever otherwise.”



“I’d prefer not right now,” Midnight said, keeping her voice from veering into hostility. “This is not meant as a slight against you, but just a desire to continue the rotation. It’s Tirek’s turn, correct?”

“Indeed,” Tirek said with a crack of his knuckles. “As I never had a chance to share the things I love and hate, I’ll do that as well.”

Chrysalis nodded, and scooted closer to listen.

“Naturally, with a life as long as mine, there are many things I feel very strongly about,” Tirek began. “I love my mother Queen Haydon, my gram-gram, absorbing magic, learning long-forgotten secrets, and the thought of being named king of my homeland.” Nopony laughed as he mentioned his grandmother. “In contrast, I hate those annoyingly lucky ponies, my brother Scorpan, my father Vorak, and Grogar!”

“I think it’s sweet you care so much about your mother and grandma,” Cozy said, her voice genuine. Her tone took a sadder turn. “I kind of wish I had ponies to care about too.”

The room fell into awkward silence. “Us?” Tirek asked hesitantly.

“Speak for yourself!” Chrysalis hissed. “I for one do not love any of you!”

“Nor I,” Midnight said quickly. Maybe a little too quickly. “Love is an emotion I have neither time for nor interest in.”

“Likewise,” Sombra agreed, his words cascading over each other. “You are useful, valuable allies who I believe I can trust. But that most certainly does not make us friends!”

“Heheh, guess not,” Cozy said, batting at her ribbons. “So, uh, I think that just leaves what you’re going to share with us, Tirek.”

“I… am not really the smartest member of our group,” Tirek admitted.

“HAH!” Chrysalis crowed. “I knew it! Sclerite, Frenulum, I told you! He isn’t the smartest one!”

Cozy couldn’t see either Sclerite or Frenulum reply to Chrysalis, but that wasn’t particularly unusual. Sometimes Chrysalis would talk to changelings only she could see. It was just one of her quirks.



“Then who is?” Sombra asked, raising an eyebrow. “The smartest, I mean.”

“Midnight,” Tirek admitted grudgingly. Midnight nodded as if he had said something very prosaic.

Chrysalis whirled towards Tirek. “It’s not me!?”

“Midnight seems like the smartest to me,” Sombra agreed.

“Conspiracy!” Chrysalis hissed. “So you all got together to make me look like a fool! Tymbal, throw Tirek in the dungeon!”

Cozy couldn’t see Tymbal, and Tirek wasn’t moving, so she had to assume Chrysalis had declared an auxiliary dungeon around Tirek.

“Chrysalis, would we do that to you?” Cozy asked, fluttering her eyelashes. Chrysalis shot a flat look at her. “Okay, yes, that is exactly the kind of thing I love to do. But you’re on my team! You’re one of us!”

“Don’t feel bad, Chrysalis,” Tirek said, giving her a slap on the back. She recoiled at his touch. “I’m not the smartest member either. We each have our own strengths.”

“Correct,” Midnight reassured Chrysalis. “My superlative intelligence should not be misread as a critique of your own skill. You have proven immensely useful.”

“It’s like Grogar said,” Sombra murmured. “Where one of us is weak, another is strong, and thus together, we are a formidable force.”

Chrysalis rolled her eyes. “Urgh, fine. Tymbal, let Tirek out of the dungeon.”

Cozy still couldn’t see Tymbal.

“Thank you for releasing me from the dungeon,” Tirek said, his voice dripping with bemusement. Cozy couldn’t resist a giggle of her own.



“I may have underestimated the value of companions,” Midnight said. “My previous ones were moronic and incompetent. But you four have shown or been told to me as being both intelligent and competent. Perhaps I will keep contact with you after acquiring the magical secrets I desire.”

“I guess being part of an ‘us’ isn’t that bad after all,” Sombra admitted. “I’ve had allies before, of course, but none as ruthless or powerful as I. I haven’t had people to really cooperate with, or scheme with, or just talk about these things with since…” he trailed off into a frown. Cozy chose not to press him over it. “Sharing your company is… nice.”

“Mhmmm,” Chrysalis said, her voice now far more relaxed. “I was initially averse to the thought of sharing the world, but now? It reminds me of my hive.”

“Yep!” Cozy chirped. “I can’t wait to split Equestria up and crush all opposition!”

“Here’s to victory, then,” Tirek said proudly.

“To conquest!” Sombra agreed.

“To revenge!” Chrysalis hissed.

“To knowledge!” Midnight added.

“To teamwork!” Cozy finished. An idea hit her like a lightning bolt. “Oh my gosh, I just realized. We need a club name!”

“Do we really?” Tirek asked, groaning. “Can’t we just call ourselves ‘allies’ or ‘co-conspirators’ something?”

“We absolutely need one,” Cozy insisted. “Something really awesome and intimidating.”

“The Changeling Government-in-Exile?” Chrysalis suggested.

“The King Sombra Fan Club? Hmm, nah, that’s too on-the-nose,” Sombra half-joked.

“How about the Legion?” Midnight offered. “We are five of the Celestial Diarchy’s most dangerous opponents, and we’re working together. ‘Legion’ seems descriptive and apt to me.”

“Mmm, that’s good,” Cozy said approvingly, “but it could use something. What are we the Legion of?”

“Desolation,” Tirek answered.

“Revenge!” Chrysalis declared.

“Doom,” Sombra said, licking his fangs.

“The Legion of Doom…” Cozy said, caressing the phrase as if it were her first crush. “I love it.”



Fluttershy watched Sombra dissipating into black smoke with relieved satisfaction. He was on their side, and their family members would be safe. After Grogar was dealt with, hopefully Fluttershy and her friends wouldn’t have to destroy him. She really didn’t like lethal force, even in those kinds of situations or against ponies who found “lethal” more of a hassle than a crisis.

Once he was gone, she felt a wave of exhaustion sweeping over her. Her wings weighed her down like they were made of lead. She just wanted to snuggle up and sleep.

But before Fluttershy could bring up her concerns, Rarity spoke up. “I don’t know about the rest of you, but I’m very drained from our previous battles today, and my horn is killing me! Do you think we could take a rest and recover?”

“Normally I’d just tell you to toughen up and ready for our rematch,” Rainbow commented, “but truth be told, I’m feeling pretty worn out too. I could use a break.”

“I’m certainly open to the idea,” Twilight offered.

“You must keep yourselves healthy!” Mage Meadowbrook insisted. “How can you help Equestria if you can’t even help yourselves?”

“Yona all ready,” Yona said with a playful grin. “Yona always ready to smash Grogar face!”

“But you’ll have a better time face-smashing if your fellow face-smashers are all working together,” Fluttershy pointed out.

“What makes this site a safe place to rest?” Twilight echoed.

“When Gallus, Ocellus, Silverstream, Sandbar, and Yona saved me, I briefly explained,” Treelight said. “If it is rest you desire, come, bury into my roots. You will be able to sleep well.”

“Why not just take all of us to your basement?” Gallus asked with a chuckle. “Sounds like the same thing but less, uh, weird.”

“That is functional,” Treelight answered. The floor slid apart, revealing a short spiral staircase.

The twenty creatures walked down carefully. Below, pillows and blankets were scattered across the floor. Some were elevated off the ground on crystal pillars, while others were nestled between roots of the Tree of Harmony.

“Here, you will recuperate quickly,” Treelight said. “My energies will let you regain your strength in less time.”

“How long?” Twilight asked her.

“Perhaps two hours,” the Tree explained.

“Then we should ask Starlight to begin the invasion now,” Flash Magnus said. “It’ll take her a little while to bring her armies to Equestria, and giving Grogar something else to worry about while we rest will keep him from successfully performing anything really nasty.”

“Good point,” Twilight said approvingly. “Spike, take a letter.”

As Twilight dictated to Spike, Fluttershy let her mind wander again. Where was Discord? Was he alright? He had faked his injury against Sombra months ago. But Grogar had used a spell that simply made Discord vanish, and now she had no idea if he’d be able to reconstitute himself. What if he was gone forever?

Fluttershy felt a creeping dread seep into her heart, but she pushed it down and replaced it with a determined fury. Grogar had made a mistake by hurting her friend.

She walked over to one of the piles of soft, thick blankets. She slid inside, and placed her head on a wide, fluffy pillow. She closed her eyes, blacking out the serene twilight of the Tree’s basement.

Grogar was going to see just how dangerous a kind pony who lost her friend could be.



“Read it again, Starlight,” Trixie requested. “The Great and Powerful Trixie wants to be sure she heard right.”

“Sure thing,” Starlight said. “Here goes:”

>Starlight,
>We really drained ourselves in the battle against Grogar. We’ve decided to rest up for a little while. Grogar hasn’t done anything since we fled Canterlot, so he’s probably up to something really horrible.
>We need you to begin the invasion. Hopefully, by the time you’ve reached him, we’ll be more ready to fight. See if you can draw him and any forces he has to you--away from whatever awful scheme he’s planning.
>Sombra has allied himself to us. He’ll be sending us reports. Don’t worry if you see somepony under his influence; they’re actually safer than a regular pony.
>I know this will sound different than my usual beliefs, but you are free to use whatever magic you deem convenient. I trust you to know when dark magic is the best option.
>You can do it, Starlight. You’re the best student a teacher could ask for.
>Your friend,
>Twilight

“So Trixie is not crazy,” Trixie said. “It is time after all.”

“So Twilight Glimmer wants us to go ahead and attack?” Ember asked with a predatory grin.

“Twilight Sparkle,” Starlight corrected automatically. “And yes.”

“Finally, some action!” Ember said. “I was getting bored out of my mind just waiting here.”

“The hippogriff navy is ready as well,” Skybeak affirmed.

“Let’s show those dweebs why nogriff messes with Griffonstone,” Gilda said, cracking her talons.

“Tell your armies,” Starlight said. She was nervous, of course she was. She’d never led a whole legion before. But a determined fire blazed in her chest, warming her limbs and melting her uncertainty. A desire to save Equestria. “We march!”