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  A fiery gate has appeared on the outskirts of Ponyville. A horde of grotesque monsters has overrun the town and the only hope is Applejack and Pinkie Pie. Will they succeed where the guards before them failed? Twilight is away on errands for Celestia's magical school but even she will experience the changes. Rarity remains trapped in Canterlot while Fluttershy finds herself in the realm of Discord. And whatever happened to Rainbow Dash?


  Applejack jumped out of the train car before it had come to a full stop. The other passengers were curious as to why they had stopped outside of Ponyville, but none of them were filled with fear and horror like Applejack. She of all ponies knew to be expecting the worst and she had seen the smoke in the distance. She had donned the iron-plated armour she had received from Brawny Spirit and strapped the sword on her back.

  Pinkie Pie came up next to her, skipping along and keeping with Applejack's tempo. The first thing they saw were the tents, hundreds of them erected in the grassland in front of Ponyville. There was a cacophony of clanging and chatting and the smells of food and fear. Whole families were huddled together in the hopes that their sons or sisters were still safe somewhere.

  Neither Applejack nor Pinkie Pie could fathom what had caused the destruction or the fires, but they were both elated to see that so many of their friends and families had gotten out safely.  They slowed to a walk as they entered the hastily erected camp and endured the fearsome glances of the frightened ponies.

  They could see the city in the distance with its fires and bellowing smoke, but most importantly, they could see the gate. A big, appalling structure erected right in front of Ponyville pulsating with an unholy light.

  "Applejack, Pinkie Pie!"

  Familiar voices echoed from the camp as Apple Bloom, Sweetie Belle and Scootaloo came running towards them, accompanied by Big Mac. The groups met each other just outside the camp and Apple Bloom broke free. She flung herself around Applejack's neck and the embrace was closely repaid.

  "Ah thought you'd be gone fer longer?" Apple Bloom said and took a step back. "And why are ya wearin' that armour?"

  "It's a long story, AB, and Ah might tell ya someday. We have more important things to worry about now. Are ya'll okay?" Applejack asked, directed not just at her sister but also to her elder brother and her sister's friends.

  "We're okay," Sweetie Belle said calmly. "There was a lot of panic at first, but most of us managed to get out quickly. Then the guards came and organised everything."

  "And the farm?" Applejack asked concernedly and looked up at Big Mac.

  "The fire didn't reach it," he replied.

  "Thanks Celestia," Applejack said and sighed.

  "Oooh," Pinkie said and assumed a big-eyed expression. "Scootaloo, you still haven't gotten your cutie mark yet?"

  "No. I'll never get my cutie mark," Scootaloo said defeated and looked away in shame. Where Apple Bloom had a 2 x 4 and Sweetie Belle a note-embossed heart, Scootaloo remained blank.

  "Shucks, Ah told ya, ya still got time fer that," Applejack said in a comforting tone. Her face quickly turned to a frown. "Have any of ya heard about a pegasus called Starfire?"

  The three young ponies looked at each other for a moment before shaking their heads.

  "Ah bet the Mayor would know," Apple Bloom said enthusiastically.

  "But the Mayor never made it out, did she?" Sweetie Belle asked and looked at Apple Bloom with a hoof to her chin.

  "No, she was too busy helping everypony out. By the time the big gate rose, she was still inside," Scootaloo added.

  "Oh horse apples," Applejack said and stomped her hoof. She looked up at the blazing city, the fire dancing in her eyes. A wind blew to play with her mane, carrying away from the camp. She looked at her little sister, and a smile appeared. "Yer growing to be a big girl with a cutie mark of yer own. Yer all three now about the age that Ah was when Ah fought Nightmare Moon. Pinkie will stay with ya'll and bring ya up ta speed."

  "Silly, you can't close that gate all on your own!" Pinkie said, but Applejack pressed a hoof up against her nose.

  "Pinkie, this is not up fer discussion. If Ah should fail, finding one new bearer of the elements oughtta be easier than two. And if that gate, Celestia help me, claims mah life then it will be up ta you ta carry on."

  She lowered her head and embraced Pinkie deeply. "Please come back alive," Pinkie whispered.

  Applejack turned away again and left the quiet Pinkie behind.

  "Everyone, Ah'll be back soon," Applejack said and ran past them all. Before any of them could protest, she had already gone up between the many tents. They watched her until she disappeared behind a small hill.

  A barricade had been erected at the end of the camp as a buffer between the gate and the survivors. The area was swarming with Celestia's royal guards in their gilded uniforms, holding spears and swords in hoofs and wings.

  The captain was a sturdy-looking zebra. He wore a bandage across his brow that was thick with sweat and blood, his black hair short and his coat grey with black stripes.

  "Stand back, civilian! This is no place for you. Get back to the encampment at once!" he hollered as Applejack got closer.

  "Ah need ta talk with the mayor at once. The fate of Equestria is at stake!" Applejack yelled and stopped up before him. The rain poured down from heavy black clouds.

  "The mayor? Last I saw of her, she was leading a group towards city hall. If she's lucky, she's trapped in there with the rest of them, at least safe for the moment. If she's not..." The zebra commander trailed off and shook his head. His pained expression hardened to a more typical guard face. "Look, what is this about?"

  "Ah cain only say that Ah need to find somepony, and only the mayor would know where to look. Perhaps Ah can help?" Applejack offered.

  "You want to help? You're kidding, right?" he said and almost laughed, his face illuminated for an instant by a fork of lightning. But Applejack wasn't kidding. She looked into his magenta eyes and he could see the anguish and determination in hers. "Hmm. If you're serious, maybe I can put you to use. It'll likely mean your death though. Are you sure?"

  She nodded briefly, her face steeled for what her future would hold.

  "While that infernal gate still stands, I don't dare leave the camp undefended. Are you willing to try and close it?" he asked.

  "Ah never thought you'd ask!"

  "Good luck then; two teams of Wonderbolts have already gone inside and never came back out. It's a brave thing you're doing," he said and turned towards his men. With a whistle, the guards got into rank and opened a path through them towards the gate.

  Applejack walked nervously ahead and saw the terror and wounds that these hardy fighters displayed. They were older than her, better equipped than her and far more experienced, yet none of them had the guts to enter the ominous, flaming gate. Its pillars were twisted walls of blackness arcing high into the sky. The fire was strapped between the spikes like a membrane and quivered like a curtain in a breeze. She gulped before walking through the lukewarm light.

  The light blinded her or perhaps there was nothing to see but whiteness. All sense of time and direction disappeared instantly and she flowed into the nothingness. It was an odd feeling, like walking through rippling water. She could feel the flames on her coat, but they felt more like an ocean made of sunlight. She reappeared on a rocky island surrounded by boiling lava on all sides. The heat was overwhelming and she found her armour warming up uncomfortably.

  The world beyond was a scorched wasteland of black rock. Strange red vines slithered down rock walls and snapped at her while yellow flowers emitted a gas that made her cough and her eyes water.

  "Ah don't think Ah'm in Ponyville no more," she said and looked up at the blood-red sky.

  Though appearing to be devoid of life, it didn't take her long to find a crude bridge. The grey stone spanned across a large trench of molten rock but was cut off in the middle by two enormous steel doors. She was about to approach them when she heard noises. Turning her attention downward, she noticed a Wonderbolt.

  He was dressed in a toasty Wonderbolts uniform and had silvery white hair and goggles covering his eyes. Three creatures slowly approached him, their revolting appearance making Applejack pause for the briefest of moments.

  "What the hay?"

  They had the shape of a pony, but were more savage and deformed to look at. Their body from the abdomen was covered in thick brown fur while the upper part was naked and coloured like flesh. Their faces were distorted with sharp ears and protruding teeth. They didn't look like much of a threat, but they were ganging up on the Wonderbolt wailing incessantly.

  "Waa-aaa, waa-aaa-aaa," that was all they could say and that was the noise that had alerted Applejack. She took her sword into her mouth and rushed down the hill towards them.

  The first creature was slashed through its emaciated abdomen. It gave a pitiful cry and disappeared into a cloud of smoke, not even leaving a drop of blood. She wrapped her hoof around the sword and split the second creature from scalp to navel. The last of them jumped at her. She forced the blade up into its chest. It clawed at her frantically, making deep scratches in her armour. With a twist of the sword, this creature also dissipated.

  "What in the world were those things?" Applejack panted and rested the sword on the ground.

  "Thank Celestia! I never thought I'd see another friendly face," the Wonderbolt said. "I fear that the Wonderbolts have grown lax over the years with nothing to do but shows. I'm Silver Lining."

  "Applejack. Are you the only survivor?" Applejack asked to which Silver shook his head.

  "There was another one, a new recruit, but they took her towards the tower."

  Applejack was about to ask what tower when Silver nodded in the direction. Past the bridge and the gates blocking it stood the tower. A yellow pillar of light spewed out into the blood red sky above.

  "Alright, how do we get up there?" Applejack asked. Silver simply stared at her.

  "I was part of a second group to enter this wasteland and we both failed. What can just the two of us possibly do?" Silver asked incredulously.

  "Perhaps nothing, perhaps everything," Applejack said and looked into his eyes. "We won't find out 'til we try, right?"

  "You're one crazy mare," Silver said and smiled. "I swear, if you had wings, I'd offer you my uniform right here and now. But it takes more than insanity to survive here. We should get out, regroup and then come back with a larger force."

  "We don't have the time!" Applejack said angrily and paced nervously. "Every minute we waste, one more of them things escape. The guards outside are getting exhausted. We have ta do this now."

  Silver chuckled and looked away to clear his throat. "Yeah, you're probably right. All right then, lead the way. I'll be right behind you."

  "Me? Yer the authority here." Applejack poked Silver's chest, but the stallion merely gave a snorted laughter.

  "I am, and I just abandoned my mission. In here, you outrank me."

  Applejack lowered her hoof nervously and looked up at the tower again. It was standing on top of a tall hill.

  "Maybe we can crawl up?" she suggested, referring to a narrow trail snaking up the side of the hill.

  "It's worth a shot," Silver said and shrugged.


  Rarity woke that morning by strange noises. It was still dark outside, but a torch had been lit. It was the chatter that had stirred her though. She crept out from under the bush that she had been seeking refuge in to see what was going on.

  On her right sat a nervous looking pegasus with fuzzy hair, a baby blue coat and two crossed lightning bolts as cutie mark. Next to him stood an elegant female unicorn with a lavender coat, a lime green mane neatly tied behind her and an emerald cutie mark.

  "Each of you is seeking membership into the Thieves Guild. The Thieves Guild is not a myth. We are followers of the Gray Fox, and I am his doyen. Merely by finding me, you have passed the first test."

  Before them stood a zebra with short slicked-back hair and orange eyes. He wore on his back a brown saddle with two pouches. A flickering torch placed in a special holder illuminated a small area around them.

  "It's unusual for us to have three potential recruits at the same time. Rather than the normal test of skill, I'm going to make this a contest. Emerald, you know the rules," the zebra said and the unicorn nodded as a reply.

  "Excuse me," Rarity said and got up on her hooves. "I'm not looking to become a member of any guild. I was just taking a nap, so... I'll just be on my way now."

  Rarity was about to leave when the zebra stopped with a cough. "If you're not here for the Thieves Guild, then I will have to kill you for your silence."

  Rarity and the zebra looked at each other for a long moment. It could have been seconds but to her it felt like an eternity. Though calm on the outside, she was so nervous on the inside that she dared not even blink. It was starting to hurt her eyes yet she kept his gaze. A wide smile formed on his lips followed by a short chortle.

  "All right, enough horsing around. Let's get this meeting running," he said and looked out at them.

  "That was a close one. And I thought this day couldn't get any worse," she thought to herself and placed herself back in line.

  "Now then, for the pegasus and the newcomer, let me state the rules clearly. Whoever brings me the diary of Mandarin Napoleon, without killing him, will be invited into the guild. It's somewhere in Canterlot. The beggars can help you locate it Ė for a price. I can sell you lock picks if you need them. One more thing. You cannot kill each other during this trial. We may be thieves, but we're not murderers," the zebra said with a sense of urgency to his voice.

  The two others nodded and were off like shot out of canon. Rarity on the other hoof slinked out of the walled backyard. Her stomach rumbled and her coat shivered from the cold. She looked over shoulder as soon as she had escaped the zebra's light. "I best be getting back to Fillydelphia now," she muttered but suddenly fell flat on her face. "Oh, now what?" she asked and got up.

  "You looking to enter the Thieves Guild?" the obstacle asked. A shaggy hornless face appeared in the moonlight.

  "None of your business," Rarity said grumpily and dusted herself off.

  "Well if you are, I might be able to help ya out... for a little gold of course." The beggar's leer was visible even the darkness.

  "Why would I seek to enter the Thieves Guild if I had any bits?" Rarity countered and turned to walk away but the beggar cut in front of her.

  "No worries, mum. I only ask that you won't forget old Puny Romance when you score the contract."

  Rarity tapped her chin. "Hmm. I do suppose a small, simple theft couldn't hurt anypony. It's just a diary after all. And I bet the Thieves Guild will pay well for it! Very well, tell me what you know quickly. I'm not the only one trying after that book."

  The beggar nodded encouragingly. Upon Rarity's explanation of her mission, Puny Romance vividly detailed the way. Rarity thanked him briefly and hurried into the city.

  She arrived at Mandarin's residence scarce minutes later. It was one of several two-storey houses squeezed together in a crescent shape around a small plaza. She made sure that no one was watching her as she approached the door. As a unicorn, unlocking it was as simple as using her horn and manipulating the mechanism. It was a delicate procedure and she had to listen for clicks as well as footsteps, but the door creaked open after only a minute.

  Again she looked around her before quietly entering. The ground floor was covered with carpets and some simple wooden furniture. She tiphoofed around, immediately freezing whenever the floorboards creaked.

  Unsure where to start and where to end, Rarity approached the desk first. The owner was a prolific writer with a lot of paper scattered about, but the diary was not on top. She rummaged through the drawers one by one until she found it in the bottom one. She took the book with her magic and placed it in her saddle, being careful to put it in the side that didn't have a hole in it.

  She opened the door again and peered out to make sure no one was noticing her. A guard walked by but didn't take note of Rarity. She made it out to the streets inconspicuously, the few ponies out ignoring her as just another Canterlot resident.

  "That was so exciting," she thought to herself, barely able to contain her glee. "The thrill of getting caught, the exhilaration of stealth... I have not been this entertained in years!"

  She giggled all the way out of the city gates until a unicorn stopped her.

  "So, I see you have the book," a voice said. Emerald, another contestant in this game, appeared in the light from a torch. "Why don't you just give it to me? I'll pay you a little bit, of course."

  "Why? Why is it so important to you?" Rarity asked.

  "Because I've already had my fair share of chances," Emerald whispered as a guard passed them. "Look, you're not a thief, anypony can see that. I don't know why a princess like you would associate with us rabble, but this is your chance to get out. Take this and go back to your family. I'm sure they miss you."

  Emerald rattled a coin bag in front of Rarity. She got stars in her eyes as she followed it swaying back and forth in front of her.

  "Well?" Emerald asked and shook the pouch. From the clinking sound, it had to be pretty full.

  "No," Rarity simply said and turned away from her.

  "What? Hey wait, I'm talking to you! Why not?"

  "The last thing I want to do is go back to my parents again," Rarity said and continued walking. "I've already spent three years in their basement because of a bogus deal. A few missions for these thieves and I will have enough gold to get my boutique back. No, I'll get a better one right here in Canterlot. I'll invite all my friends and everything will be back to normal. It can't be my problem that you're not good enough to get accepted."

  Emerald stood nonplussed and could only watch Rarity's tail give her a derisive flick. "Be careful, princess. The thieves are not your enemies nor are they your friends," Emerald warned through gritted teeth and slipped back into the shadows.

  Rarity looked behind her with only short-lived interest and  hurried along the wall and behind the wooden shanties and through the bedrolls and campfires towards the small walled garden. The doyen was still waiting for her, leaning up against the wooden back wall of a small hut. She took the diary from her white saddle pouch and spat it out in front of the zebra.

  "Congratulations!" he said enthusiastically. "You have returned with the diary, and you have earned the right to join the Thieves Guild. You now owe your loyalty to our guild master, the Gray Fox. He has three rules you must follow."

  "Rules? But you're thieves!" Rarity exclaimed with a laugh. "Outlaws!"

  "True, but we're also a guild, and like any guild, there are certain measures we take to ensure unity. First, never steal from another member of the guild. Second, never kill anyone on the job. Third, don't steal from the poor. The peasants and beggars are under the personal protection of the Gray Fox, particularly here outside the city. You got that?"

  "Yes, yes, I'll be sure to remember that. Now, where's my reward?" Rarity asked.

  "You've already gotten it. You're now the latest member of the Thieves Guild."

  Rarity looked up at him to see if he was jesting. "Oh you've got to be kidding me."

  "Don't worry, Pickpocket," he said and winked. "Return to me later and I might have something for you. Get yourself acquainted with the beggars in the meantime, if you don't have any bits."

  Rarity gave a defeated sigh and looked over at the encampments. The vagrants were slowly rising from their slumber and lighting up small fires. More beggars came from all around, some carrying little chunks of bread, others a few slices of meat. They shared stories and laughed and seemed like any other community.

  "Maybe I should just return to Fillydelphia?" she asked and looked up at the sun. The fragrant smell of cooking enticed her to seek the company of the beggars, sitting down with them and accepting a bowl of porridge.


  Far removed from Rarity's morality issues, even further removed from the catastrophe in Ponyville, Spike was shaking life back into Twilight. She looked up blearily and yawned.

  "Did I fall asleep?" she asked.

  "The moment you sat down," Spike said and handed her the saddle. She put it on and followed Spike outside. They stopped at a cafe first and got some coffee in a paper cup. With the caffeine setting into her body and the chill morning air biting at her coat, Twilight slowly began to wake up.

  The road was cobbled with grey rocks and the sidewalk were slabs of periwinkle stone. Most of the houses were two-storey half stone, half wood and plaster. The city had a rich feel to it and the ponies walking around town were all dressed in some form of clothing.

  The local magic school was no exception to the splendour and was double the size of any other buildings in the vicinity. She binned her empty paper cup and entered. The entrance was set into the building and up three steps of grey stone. The inside was made from simple wood with fine rugs covering the floors along with heavy wooden furniture. Fine wine and silver mugs stood on all the tables along with students reading books.

  "This is really nice," Twilight said relaxed and looked around. "Do you see the headmaster anywhere? I think his name was..." Twilight hastily procured her scroll and frantically read through it.

  "Dark Scar," Spike interrupted. "I think that's him over there."

  Twilight looked up. There was nothing but unicorns in the school, except for a lone zebra, but Dark Scar was older than any of them. He sat before a fireplace in a far corner, observing his students from an armchair. His coat was scarlet red like blood, like his short and slicked back mane.

  He looked up grumpily when Twilight approached him.

  "I'm sorry, Miss, but we aren't accepting any more students at the moment," he said dismissively. "And before you ask, no, a baby dragon won't change the fact."

  "Well he's in a good mood," Spike mumbled.

  "My name is Twilight Sparkle and I'm from the Academy." She represented herself with a big, confident smile.

  "The Academy?" Dark Scar asked nervously. "What is this about?"

  "Huh? You did report a problem, right?"

  He looked up at her cluelessly, but quickly regained his composure. "Oh yes! Right. I uh... I recently lost a precious ring of mine in the well behind the school. I've been far too busy with my duties and experiments here to retrieve it."

  "You wrote... all the way... to Canterlot... FOR A MISSING RING?" Twilight bellowed. "Why didn't you get your students to do it?"

  "Hmph. They are far too preoccupied with their studies," he said indignantly. "Besides, the ring is enchanted and could potentially be dangerous. Never mind, you seem a little... slow."

  "Slow?" Twilight said angrily, her cheeks flushing. She felt a clawed hand stroking her shoulders and instantly felt the tension relieve. "All right already, I'll do it."

  "Good. Find the ring, which is somewhere down in the well behind the school. Bring it to me. Do you understand, or do I need to use even smaller words?"

  Spike's hand intensified its strokes, and Twilight gritted her teeth. "I understand."

  Dark Scar immediately went back to his observations and dismissed her. Spike pushed behind Twilight to expedite her leaving. When they finally got outside again, she couldn't keep it in any more and she gave an exasperated yell.

  "What a brusque, insensitive, undiplomatic Ė"

  "I just wonder what his problem is," Spike interrupted.

  "I don't know, and I don't care," Twilight said fuming as they went around the school. "The future of Equestria is at stake and he has me fetching rings out of wells. Let's just get this over with."

  The well was a stone cylinder dug deep into the ground with a large wooden roof on top. Twilight placed her hoofs on the edge and peered down and saw nothing but darkness.

  "Doesn't look easy to lose something in," Spike remarked and came up next to her.

  "I think this is going to be more difficult than I thought. Spike, you stay here. I'll be right back."

  Spike accepted Twilight's saddle with all its equipment as the unicorn encased herself in a purple bubble.  She levitated it off the ground and wedged herself into the well and down the hole. The spell also had a byproduct of light that illuminated the dark shaft as she hovered further and further down.

  Further and further down she descended while the light above diminished. The shaft was just wide enough for her, but small enough to give her minor claustrophobia. It took her ages to reaches the water at the bottom since she was careful about going down. She released the spell and plopped down into the ice cold liquid and dived. With the bubble gone, Twilight relied on her horn for warmth and light.

  The water was murky and icy cold, and there was little to space to manoeuvre around. The well was otherwise relatively shallow and it didn't take her long to cover the entire area. She noticed a dark shape near the bottom and swam nearer. It was the body of an earth pony, still grasping a ring with his mouth. Twilight panicked and breached the surface again for air. She was paddling unreasonably back and forth when a voice called down to her.

  "Twilight, don't grab the ring," Spike said.

  She looked up and saw Spike peeking down at her. Next to him stood another pony and for a moment, she thought she was looking up at Dark Scar. It was a mare however with a similarly coloured coat and mane.

  "Why not?" Twilight asked, gasping for air.

  "I shall explain everything," the mare said. "Can you get up on your own?"

  "I think so," Twilight said.

  She closed her eyes and took a deep breath before generating the bubble again. She flew up through the well and landed with a splash on the ground.

  "I'm afraid that you've been had," the mare said. She was a pegasus with three seeds as her cutie mark, her bushy red hair standing out to all sides.

  "What do you mean?" Twilight asked and shook so water stood in streams from her coat.

  "I am the one who wrote the academy for help, not Dark Scar. I'm Chrysanthemum Celebration, but you may just call me Chrys. I'm so sorry that I wasn't there to greet you, but I saw you entering the well from my room. I'm just glad I wasn't too late."

  "Look, what is this all about?" Twilight asked with only small drops of water running down her nuzzle.

  "Dark Scar is... my father," Chrys said with a sigh and closed her eyes momentarily. "He worked as a teacher in Celestia's School for Gifted Unicorns, but the Princess's decision to study the magic of earth ponies and pegasuses left him bitter. He transferred to Baltimare with me and oversaw the founding of this school, but he has only allowed unicorns to study here."

  "Ah. So this is why you wrote the Academy then?" Twilight asked.

  "No. The Academy knows what my father has been doing, but he had them fooled into thinking it was just a coincidence. He kept me in the school and hired a zebra for appearance's sake."

  "Then... what?"

  Chrys bit her lip and almost looked like she would cry. "I fear my father's resentment got the better of him. He realised that it was I who had written to the Academy. One thing led to the other and I threatened with reporting him. I thought he was going to kill me! He flew into a rage! I didn't even understand some of his ranting, but he said that our days are numbered and then he stormed out!"

  "What do you think he meant by that?" Twilight asked intimidated as Chrys' words tumbled out in rapid succession.

  "I can't say for certain," Chrys said and shook her head. "He's been very secretive lately and he has taken long trips away from the school. I have had no choice but to oversee the school in his absence, so taking over from my father won't be a problem. I do so worry that he has been doing illegal things though. You should go check his room in the basement. If you see the anything unusual, let me know. I'll gladly send it to the Academy for you."

  "I'll do that." Twilight was about to walk back around the school again when she stopped, making Spike bump into her. "There's something you should know about the well," she said and related her findings.

  "No," Chrys said and clasped her hooves to her mouth. She paced around the well, stuttering and very near crying. She gave a long hard sniff and looked up at the sky before carrying on. "I wrote the Academy about a month ago when I first had my suspicions. All this time, I've thought they had dismissed me. Thank you for telling me."

  Twilight nodded and went inside the school again. Without their headmaster, the students had abandoned their studies, talking in hushed voices. From their discussions, it became apparent that they too had noticed Dark Scar's recent deteriorating behaviour.

  "I feel like I should say something," Twilight whispered to Spike.

  "I'm sure Chrys will take care of it," Spike replied and placed his hands behind his head.

  The basement was placed at the other end, behind a humble-looking door. The downstairs appeared inconspicuous and contained just a dummy for spell accuracy practise. There were bedrooms and dormitories for students and teachers alike. The headmaster's room was opposite the stairs and contained nothing more than a bed, a dresser and a desk. Spike helped Twilight search the room, but neither one was sure what to expect.

  "Well, nothing suspicious under the bed either," Spike said a few minutes later and released the mattress. "If Dark Scar has done anything wrong, he certainly didn't leave any evidence behind."

  "Spike, what are those?" Twilight asked and pointed to a couple of crystals Spike was holding in his hands.

  "Just some gems I found in his drawers. Can't imagine why he would he have them tucked away under his shirts."

  Just as Spike was about to consume one, Twilight took them with her magic and levitated them in front of her.

  "Hmm. They look like mere shards, but have a jet black colourisation. Interesting."

  "Hey, I was just about to eat those," Spike said.

  "I don't think you should," Twilight replied. "Whatever these things are, I can feel magic within them. And not a good kind. This isn't something any law-abiding headmaster should own."

  Spike looked up at her curiously, but Twilight was halfway out the door before he could say anything. Instead he shrugged and followed her up to the ground floor where Chrys awaited them. She had just been telling the students about the current situation and the change of management when Twilight re-emerged.

  "Did you find something?" Chrys asked.

  "I think so. Do you know what these are?" Twilight asked and waved the crystals in front of Chrys' face.

  "What astounding specimens," she said, her eyes following their bobbing movement. "I have no idea what they could be, but I'm sure the Academy would love to get their hoofs on them. I'll send them their way immediately with a report. Don't worry about anything; I'll take care of it."

  Twilight nodded and left the crystals in her care. Her coat prickled uncomfortably in apprehension as she went back to the station.


  Fluttershy looked around the room questioning. It was made of rough grey stone bricks and contained no doors and no windows, only a stone table with matching chairs on either side of it.

  "Ah, timid little Fluttershy. So glad you could join me," a happy voice said. Discord slowly materialised, making Fluttershy recoil.

  "Why did you bring me here?" Fluttershy asked, her little voice quaking.

  "Well the portal is right behind you if you want to leave," he said and leant forward.  Fluttershy cast a fleeting glance over her shoulder and noticed the shimmering light. "But I don't think you would want to."


  "Why don't you have a seat?"

  Discord gestured to the chair in front of her. She swallowed a lump in her throat and sat down. She took a deep breath and summoned all of the courage she could find within herself.

  "I will... I will listen to what you have to say for now. Start with why you brought me here?" Fluttershy said as determined as she could muster.

  "Oh, there are so many reasons that I brought you specifically," Discord teased and rolled his hand. "I suppose the most important is the theft of the elements? You do want those back, don't you?"

  "So you stole them!"

  "No," he said and rested his elbows on the table. "Unlike you, I don't need the elements to have fun. But somepony took them and one has found its way into my realm."

  "Well if you didn't take them," Fluttershy enquired, "then who did?"

  "Now that is a question I can't answer, but I can help you if you help me."

  "Help you? I have never been so humiliated in all of my life because of you!"

  "I see we have some trust issues. Really, that was only to be expected. Nevertheless, our cooperation is necessary if you are to get your element back."

  Discord got up from his seat and turned away from her, walking towards the opposite wall.

  "Wait! I never told you that I would trust you. Where am I? Who took the elements?"

   "Ah, ah, ah," Discord admonished and wagged a finger at her. "Come to my palace in New Discord and we can discuss this matter further. IF you decide to trust me that is."

  Before she could say another word, the room around her and Discord slowly dissolved into butterflies. He turned his head and gave a playful laugh that hung in the air even as he had vanished. The butterflies flew up towards the sun and disappeared, leaving Fluttershy alone on her chair. The only other things left were the table and the portal.

  She walked up to the pillar of light and traced a hoof down its side. It took every ounce of strength in her meek body to turn away from it. "I need to find the elements, I need to find the elements..." she chanted. She turned away and walked out of the room. "Whatever Discord throws at me, I will take it." She smiled determinedly and looked down at the land before her hooves.

  She was standing on a large hill from where she could see far and wide. A narrow path snaked down across the ground and through the rock to a small village placed in and around a marsh. The houses were slimmer and taller than houses in Ponyville, made of stone with a thin layer of plaster outside, wooden frames and slanted red tile roofs. A few ruins and structures entirely comprised of stone were scattered around the surrounding area.

  It didn't take her long to reach the bottom of the hill. The road had been cobbled in age long since forgotten and the stone was worn down and overgrown. It swung just past the town and disappeared behind rocks at the bend further ahead.

  Two ponies stood on the road talking just outside town. One was a zebra with a large black afro and clad in a vibrant purple smock, the other a unicorn with a hunter green coat and loose shoulder-length magenta mane.

  "I tried to warn them," the zebra said.

  "Maybe they're just confused?" the unicorn suggested.

  "Uhm... excuse me, but... you couldn't tell me where I am?" Fluttershy asked in her politest tone.

  "This is Passwall," the zebra said civilly. "The name's Shelden and I've been here the longest, so naturally I'm the mayor. What's your business here?"

  "Well, I'm headed for New Discord. Perhaps you can give me some direction?" Fluttershy asked and smiled.

  "New Discord? Hah!" the unicorn said. "We would all like to get to New Discord, but that's just not happening. Not with the Gatekeeper anyway."

  "T-the Gatekeeper?" Fluttershy asked timidly, cowed by the unicorn's rude tone.

  "The Gatekeeper is a giant monster that guards the Gates of Chaos. They say the keys are sewn up in his body. Basically, that means you're not getting in," the unicorn replied. "See for yourself." And with that, their conversation was over. The unicorn left with a "Ha!" and walked up the road.

  "Don't mind Regal Masquerade. He's a bad OC," the zebra said.

  "I'm sorry, a bad what?" Fluttershy asked, wresting her attention away from the spinach-coloured Regal Masquerade.

  "An OC is a creature that Lord Discord created to add taste to his world," the zebra replied. "He calls them Overly Colourful because they're too brightly coloured to pass for real ponies, but we just call them OC's. Listen, a group of adventurers just decided to try and break through the Gatekeeper. You should watch it, just so you don't get any ideas of your own about going to New Discord."

  Fluttershy nodded and walked up the path that Regal Masquerade had already disappeared from. Passwall was set in a small depression and the road continued up through the rocky ground and made a bend so that she couldn't see what was lying at the end from a distance.

  Once past the curve, the path turned from its cobbled surface to stone stairs leading up to a rounded plaza. A tall wall crossed from a mountain side on the left to a cliff on the right, preventing any access into the land itself. In the middle of the plaza stood the Gatekeeper.

  It was a gigantic creature constructed from an unnerving collection of body parts. Its naked flesh was riddled with bright red surgery scars and its right arm had been replaced with a long steel blade. Its face was heavily distorted and bald and all holes had been sewn shut: mouth, eyes, nostrils and ears. The only form of clothing was heavy iron bands covering its belly and left arm.

  A pegasus led a group of adventurers in an attempt to fell the beast. They were clad in steel-plated armour and brandished long swords and heavy hammers, swarming the groaning behemoth.

  "Okay. Hoof over those keys or die!" the pegasus yelled, resulting in the Gatekeeper letting out a muffled yell and a swing of its blade arm. The pegasus easily dodged and smirked. "This should be easy!"

  He and the other four ponies, unicorns and earth ponies, charged the beast and hacked and slashed at it as best as they could.

  Fluttershy took her place at the edge of the plaza along with several other residents of Passwall. She was a little nervous being this close to the fighting and kept her distance. She looked around her and saw several examples of what the zebra had been talking about: ponies with strange colours ranging from the sickly to the blinding, strange haircuts, weird clothing, not to mention all kinds of odd cutie marks.

  "Fight like you mean it!"

  But there were also normal ponies here, in the crowd and up fighting the monsters. Two pegasuses swarmed the giant and hacked away with their swords while unicorns on the ground pelted it with spells and a lone earth pony swung his war hammer. It didn't bother the Gatekeeper any and it simply swatted them away like insignificant flies with its blade. One by one, the brave adventurers fell before it until only the pegasus commander was left.

  He dropped to the ground, bleeding and panting and looking up at the giant.

  "No, it isn't possible," he said and retreated out of the ring. "Get outta my way," he yelled and shoved the onlookers aside.

  No one laughed at his efforts or of all the death, though Fluttershy could tell that they were all entertained. For in their hearts, they were all up there with him stabbing at the Gatekeeper. Discord's task seemed insurmountable, so Fluttershy simply looked to the floor disheartened and turned to leave.

  "You've got nice bones."

  "E-excuse me?"

 Before Fluttershy could even descend the stairs, a strong-looking earth pony approached her from out of the crowd. He came up on her left side to admire her body. His coat was purple with a smooth mane the colour of blood, his cutie mark two crossed femurs.

  "They call me Master Vision. Do you ever wonder why things look better without their skin on? For instance, you can only really see the bones when you take them out. You can hear them better that way, too."

  "So that's the other kind of ponies," she muttered and retreated slightly. "Uhm... can I help you?"

  "I want him dead. I need him dead!" he said and grabbed her shoulders, shaking her. "His bones are calling to me. You're a pegasus. If you would like to fly for me, we can get into the Gardens of Flesh and Bone."

  "F-fly for you?" Fluttershy stammered, barely a whisper. Master Vision looked intently at her for a moment before releasing her.

  "They say the Gatekeeper's magical. I don't believe in magic. But I do believe in bones. And the best way to kill something is with the bones of its own. I can see the bones of a dead Gatekeeper in the courtyard of the Gardens. The door's locked, though. You'll fly over the gate and unlock it from the other side. I'll collect the bones and make some arrows. Then we'll kill the Gatekeeper. Sounds good?"

  "Well, uhm..." Fluttershy deflected and looked away. "I don't think your plan is very, uhm, well thought out?"

  Master Vision reared his head back and roared with laughter. "You have any better ideas?"

  Fluttershy dug in the ground with her front hoof and bit her lip, then very quietly replied. "No."

  Master Vision waved his arm and took the lead up the path. The Gardens of Flesh and Bone wasn't far away, reduced to a mere ruin at the foot of the hill that she had just descended. It was a tall square building made from large bricks of stone and looked more like a keep than a garden. The courtyard was inaccessible since the walls could not be scaled and the iron gate was immovable. To a pony with wings, the walls were not a problem. Fluttershy simply flew over the rampart and landed on the other side.

  "Hurry! Get the gate open. I can hear them in there!" Master Vision said.

  Fluttershy groped around the gates for an opening mechanism of some sort, but there was only a keyhole. "I'm sorry, I can't open it," Fluttershy finally said.

  "I can see them, behind you," he replied and pressed his face against the bars. She turned her head. The yellowed skeleton of an enormous pony with a blade for an arm had been displayed prominently in the middle of the quad. "Get me a nice shinbone if you can!"

  Fluttershy gulped and went down the stairs. The courtyard was overgrown with grass and weeds and looked to have not been used in ages. The dead gatekeeper took up most of the space from wall to wall. Its bones were dry and yellowed from age, containing not a scrap of meat left on them. They could have been lying there for decades, if not centuries. She held her breath and grabbed the largest one she could carry, but she quickly dropped it again. She was not alone in here.

  All around her, normal-sized skeletons broke free from the ground. They hissed at her angrily with soil dropped from their empty sockets. In their bared teeth and bony hoof they clutched rusty swords and maces. They shuffled towards, but Fluttershy was rooted to the spot. She was hyperventilating, looking from one enemy to the next. An arrow whistled through the air and knocked off the skull of the one nearest to her. The skeleton crumbled into a pile of bones with a sigh.

  "Hurry! Grab one of the bones and let me worry about those."

   She took a deep breath that she could feel all the way to the tips of her wing. She picked up the bone that she had previously tried to abscond with and flew back towards the walls. The skeletons swung their weapons at her furiously, but she was out of their reach before they could follow up on the threat. She vanished over the wall and the guardians of the Gatekeeper fell silent, once more disappearing into the ground.

  Fluttershy dropped the bone down next to Master Vision and collapsed on the ground, shivering and heaving.

  "Very nice," he said and took the bone. "This will make plenty of arrows. It will take me a few hours to whittle this down. Why don't you come back with me, make yourself at home?"

  Fluttershy accepted with a nod and smiled weakly up at him.

  Master Vision had a house down in the middle of Passwall. Like the other houses, it was built on stakes to raise it from the marsh with wooden steps leading up the door. The floors, ceiling and furniture were made from wood while the walls were layers of compressed rock. Fluttershy gave a slight "Meep" when she entered. Cupboards and shelves and just about any surface and storage space were filled with skulls, ribcages and pelvises.

  Fluttershy took a seat by the table along with Master Vision. He pushed a bowl towards her, containing the leg of some giant frog-like creature, and put his newfound bone down next to him at the table. He took out a knife and began his work. She looked at the bowl curiously, her stomach growling. She shook her head and pushed the bowl back.

  "If you don't mind, I think I'd prefer to take a walk," she said and jumped down.

  "Aye, but don't be gone too long. As I said, a few hours."


  "Rainbow Dash! Rainbow Dash!" Applejack cried and shook the cage violently, but the blue pegasus inside was unmoving.

  Applejack and Silver Lining had made it up the hillside with little trouble other than the occasional landslide nearly threatening to shove them down into the lava. The tower had not been any trouble either. The doors weren't locked and stood open. The inside was hollow and just as scorched, black and twisted as the rest of the place, adorned generously with spikes and scattered traps.

  They could see all the way up to the top floor where a red membrane blocked out the red sky. Only a pillar of light shooting from a pool of lava at the bottom penetrated to reach the outside. Climbing the tower had not been any trouble either. Silver Lining stuck mostly to the background but helped out wherever he could: grabbing the various creatures and dropping them into the lava. It was left to Applejack to use her sword and cut them down. They all vanished in a cloud of acrid smoke as they were bested.

  Through side chambers and ascending corridors they had come a long way, walking from the hollow centre to various side tunnels, killing whatever was in their way. They were almost at the top when they came to a side small room that looked otherwise as the others. The walls were black and various torches in the corners illuminated the small area. Pillars stood in the middle room, forming an enclosed circle with benches between them. Hanging from the ceiling was an oversized bird cage, black by creation but stained red.

  That was where they had found Rainbow Dash. Applejack dropped her sword immediately and rushed to the cage. The bottom of it knocked out and Dash tumbled down on the floor. Silver Lining gave an encouraging smile, standing by a large switch at the side of the room.

  "Looks like she's all right," Silver said calmly and approached them.

  "Really?" Applejack asked relieved and wiped her face.

  Silver nodded. "They must have knocked her out. Why don't I take care of her and you concentrate on getting us to the top?"

  "Thank Celestia," Applejack said and wiped her eyes. She picked up her sword again with her tail and took the lead. Silver Lining took Rainbow Dash up on her back and carried her like a pelt with all the pony still inside.

  Another hall carried them upwards and out unto a small catwalk circling up the inner walls of the tower. A new enemy rushed them. Though having the shape of a pony, it was covered in green scales with a large bony crest on its neck. It screeched and galloped towards them with its beak clicking like an angry octopus. It jumped and threatened to sink its sharp talons into Applejack's neck.

  She grabbed the sword between her hoofs and drove up through its abdomen. It too disappeared in a cloud of smoke before hitting the ground.

  "Wow kid, you're a natural," Silver said and adjusted Rainbow Dash on her back.

  "Let's just continue," Applejack replied quietly and sheathed her sword.  The skywalk wound higher up and into another side chamber.

  The walls were grey like ash and another door took them out on top of the membrane. The ceiling was domed and closed off, save for a small hole that allowed the beam of light to escape.

  More enemies of both kinds, eschewed towards the reptiles, rushed them. They jeered and hissed and all disappeared before Applejack's sword. They clawed and snapped and swiped at her, but her armour and her speed protected her. She made the way free and accessible in only minutes. They went up bloodied spikes that protruded the walls, forming stairs up to a platform.

  "Well lookie what we got here, brother of mine," a familiar voice said.

  Perhaps the last two ponies Applejack had ever imagined meeting at the top of this spire stood before the pillar of light, the world-famous Flim Flam brothers. They were dressed as they always did except Flam, the older brother with a moustache, was wearing the Element of Honesty around his neck.

  "What in tarnation are you two doing here?"  Applejack asked, to which Flim stepped forward.

  "It's very simple, really. We're going destroy the town of Ponyville," he said simply, his mouth creasing into a smile.

  "Destroy... Ponyville? Why!" Applejack commanded with shock ringing in her voice.

  "Because the Prince of Destruction commands it!" Flim said, his eyes gleaming red for just the slightest of moments.

  "You two... ya better give me mah amulet back and leave the town well alone," Applejack said and waved the sword menacingly in front of Flim.

  "No need to get violent, young lady," Flam said and raised his hoofs. "This world will be a much better place once He is through with it."

  "There won't be nothing left of the world once He's done with it! Ah suggest ya come to yer sense right this instant." Applejack poked Flim closer and closer to his throat with the sword. Nervously, he looked behind him to his brother.

  "What do you say, Flam? Tactical retreat for now?"

  Behind him, Flam reached into the light and grabbed an orange stone. Dragging it out made the whole place shake uncontrollably and the world around them began to dissolve. Applejack forced her way forward but was blinded in an explosion of light. A white sheen covered her eyes and when it was gone, they were all lying on the ashen ground. There was nothing left but a nest of twisted thorns.

  "That was one crazy ride," Silver Lining said with a hint of thrill to his voice. He gently dropped Rainbow Dash down on the ground and stretched his back. "Seems like anypony could be an enemy by now, even renowned cider makers and show performers."

  "At least we know how ta close them gates," Applejack said and looked at the ground where it had stood. Her eyebrows creased with worry. "Ah just hope the ground will recover."

  She sighed wearily and shifted the armour she was wearing. Although it was heavy and cumbersome, the many scratches and dents showed it had played its part.

  "I think a little congratulation is in order," Silver Lining said proudly and bowed. "You really saved my life in there, kiddo. Without you, this young recruit and I would have joined Celestia in the next world and we'd never have closed the gate."

  Applejack peered down at Rainbow Dash and a wide smile formed on her lips. Her chest heaved slightly from breathing and Applejack couldn't suppress a few tears of joy. "Ah'm glad yer alright," Applejack said and nuzzled her mane. Even in her sleep, Dash's cheeks blushed. "Ah just hope it's true for everypony else."

  Silver Lining came up next to her and took Dash back up on her shoulders. He lowered the goggles to cover his face and spread his wings. "I'm going back to Cloudsdale with this recruit, but I'll be back soon with reinforcement," he said. "Stay sharp." He was gone before Applejack could say anything. Silver Lining was just a small speck when the zebra commander from before approached her.

  "You closed the Gate?" he asked incredulously and traced a hoof across the thorns in the nest. The rain kept pounding down and his black mane clung to his face. Excitedly, he turned back towards Applejack. "I knew you could do it! This is our chance to launch a counterattack! I need you to come with us. You've got far more combat experience than these ponies."

  Applejack looked at the few guards remaining. Some were still clutching broken shafts of spears, others bit down on their iron swords. All were muddied, bloodied and had dents in their armour. The rain cascaded down harder and harder. Applejack's mane was coming undone and her coat was dark. She was shivering slightly, but fires were still raging inside and thick smoke mingled with the dark sky. Her face was clouded with doubt and her eyes dropping from weariness, yet still she nodded.

  The zebra commander lit up. "For Equestria!" he bellowed.

  "For Equestria!" they yelled back.
Itís been a few years since the wielders of the Elements of Harmony were last together. Their reunion, however, is cut short by the death of Celestia. They must now recover the stolen elements, but it's a race against time. Will they succeed and will the daughter of Celestia make a difference before unknown forces claim not only their lives but their history as well?

Previous chapter: [link]
Next chapter (DLC): [link]

For more chapters, please see: [link]

Everything (story, writing, ideas, proof reading) by me (JC Borch) except for:
Preview image: Elements vector by :iconspiritofthwwolf:, Oblivion symbol: google. (edited by me)
My Little Pony: Hasbro
The Elder Scrolls: Bethesda

Want to become part of something bigger than yourself? Help me make good fics. Ideas, proof reading, illustration, something fourth entirely. Send a note, leave a comment. Youíll be helping not only me but yourself as well.

When doing crossovers, some people take the characters or setting and some the story line. How is one better than the other? I actually make an effort to make a separate storyline fit into the universe of My Little Pony: Friendship Is Magic, but just because I follow the storyline somewhat closely, Iím not legible for a feature on EqD. Iím being accused of writing a copy & pasta crossover. Quite frankly, this is hogwash. Some of the dialogue has been lifted, but I only follow the storyline insofar as possible without either straining the universe of ponies or the plot of The Elder Scrolls IV: Oblivion. Equestrian Crisis is NOT a simple character replacement story. Effort has been put into to making this story interesting even for people familiar with Oblivion. The result is probably my best fanfiction project yet. Iím dissatisfied with the Equestria Dailyís decision, but arguing it would be futile. Theyíve already read my story and come to their own conclusions. If you disagree, submit this story to EqD, show them that you think this is worth their feature
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Okay, here we go I'll give you a run of what I thought. First off my first impression was that it was a copy paste story.... and well yes it sort of was. I hope you agree my review is fair and somewhat quick to the point

You get 4 stars for vision. When I mean vision I mean being able to see this play out in front of me. You did fine with description and all. I really do like the modifications that you did make in this story and or part of it. What I mean is where you placed the characters and what they had to do. i really did enjoy the internal conflict you started with Scootaloo.

You get 2.5 stars for originality. I would give you lower if it was simply copy past stories. This however was a little above that, and what I mean is that where you placed charters again. Originality is present but it's not like it is its own original story. I would also point out Fallout Equestria, I would give it 4.5 for originality because it is its own story but draws on things from Fallout 3. No crossover in my mind can get a full 5 stars, not even my own.

For Technique you get a 3.5. You got this because of elements that I look at. Similes, metaphors, description, way of writing, view point, and just the general way of writing. The similes I did come across I did enjoy.

The impact of this story, well I didn't exactly go Titanic and start crying. It didn't exactly get me thinking more deeply about myself or about the people I'm in contact with everyday. It was, to me, a neat little cross over made by a huge fan of Oblivion and MLP. 2.5 stars because it's something new I've seen and I'm surprised anyone even remembers Oblivion anymore besides me.

Overall I will continue to follow this story as it develops and I have hope in this. Continue to Strive to improve and continue writing. The only way you get better is to continue.
What do you think?
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2 out of 2 deviants thought this was fair.

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GrieverPon-3 Featured By Owner Jun 10, 2012  Student General Artist
I gotta save this for tonight, then I'll give you a critique
PeaceLovingMadman Featured By Owner Jun 10, 2012  Hobbyist Writer
Sweet, thank you very much! I've been hoping to get some feedback on this for a while, so... please be gentle but don't hold back :3 Don't forget to read the DLC as well. Stupid deviantART and their restrictions. And hey, don't fret should you change your mind ;)

GrieverPon-3 Featured By Owner Jun 10, 2012  Student General Artist
We sit in the same type of boat friend, I write Final Fantasy Equestria. You write about Oblivion with ponies (Oblivion was my favorite game back in the day) and I tried submitting to ED a while back. They wouldn't take it because of grammar or some other crap.
PeaceLovingMadman Featured By Owner Jun 11, 2012  Hobbyist Writer
:iconiknowthatfeelplz: Grammar is an important part of your work, my friend. You shouldn't get angry with it or shun it, but invite it inside and befriend it.

I won't get featured on EqD because they don't accept copy-paste stories. That's the worst kind of BS I've ever heard. If you do it right and don't strain either franchise you're crossing, it can be done really well. Something I like to think that I'm doing X3

So I get demonised because I follow the plot line, unlike Fallout: Equestria which has nothing to do with Fallout at all except for the occasional robot (No I've never read it, so I'm just generalising here.)
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