Later on, the group was soon now at a beach. Everyone caught their breaths as they came to shore as they were no longer sea ponies.
"What were you thinkin'?" Applejack scolded Twilight. "Ah mean, stealin' their pearl?!"
"We were just about to win them over." Mo added.
"It was the only way to save Equestria!" Twilight frowned as she wrung the water out of her mane.
"But we did what you said." Patch said.
"The Queen was going to say yes!" Pinkie Pie glared at Twilight. "We did what you told us and that's what made her realize we were ponies worth saving!"
"Now, Pinkie, calm down..." Cherry said nervously.
"NO!" Pinkie Pie replied as she was mad with Twilight before gasping as she actually had a logical thought. "Unless... You didn't really want us to show her the best time ever! You just wanted us to distract her!"
"Twilight, is that true?" Emily asked.
"I never would've done it, but this isn't Equestria!" Twilight replied. "We can't just dance around with con-artists, make Rainbooms in the sky, and expect everything to work out! It's not enough! We are not enough!"
"Okay, maybe we should all just calm down." Mo suggested.
"We need to stick together, Twilight," Cherry said as she felt odd about it, but she agreed with Pinkie Pie. "Queen Novo and her kids could help us, but you blew it!"
"Well, I'm doing the best I can with Atticus!" Twilight glared. "It's all on us! We're the ones Tempest and Thunder want. I'm the last princess and Atticus is a male Alicorn!"
"You're also the only one who doesn't trust her friends!" Pinkie Pie glared back.
"Well, maybe I would've been better off without friends like you!" Twilight argued.
That seemed to go too far as Pinkie Pie looked heartbroken. Fluttershy even whimpered and looked like she was going to cry.
"Twilight, that was meaner than my aunties!" Wendy firmly pouted.
"Yeah, even my uncles wouldn't be so harsh!" Casper added.
Twilight soon realized what she said and quickly regretted it. "Guys, I..."
"I just can't talk to you right now..." Pinkie sniffled as she walked away.
The others, except for Atticus and Spike, left Twilight.
"Cherry?" Atticus asked.
"I'm sorry," Cherry replied softly. "I need to be alone right now."
"I understand." Atticus said.
Cherry nodded back and walked away with the others.
Atticus and Twilight soon walked to a high place.
"Twilight? It's okay," Spike coaxed. "You'll figure it out."
"He's right." Atticus added.
"No, I can't," Twilight replied through tears. "I ruined everything. There's no chance to save Equestria now. It's all my fault."
A storm creature soon came right behind Spike and Atticus to take them away, but found Spike a much easier target and decided to only go for him.
"Guys?" Twilight turned around only to see Spike was taken while Atticus glared, ready to fight.
Twilight and Atticus both glared only for them to both be captured which made Twilight scream and the two were lifted in a cage.
"Spike!" Twilight cried out.
"Twilight, Atticus, help me!" Spike cried out as he struggled before he soon breathed fire onto the storm creature.
The storm creature grunted out before letting go of Spike from the fire.
"TWILIGHT! ATTICUS!" Spike cried out.
Atticus and Twilight were now in the blimp.
"Atticus, can't you break us out of here?" Twilight asked as she tried to use her horn.
"I'm trying!" Atticus grunted as he tried to bend the bars. "But I can't."
Tempest Shadow and Thunder Cloud soon smirked as they came to see the two alicorns in distress.
"Aww, the 'Princess of Friendship'," Tempest Shadow chuckled darkly. "And no way out."
"Why are you doing this?" Twilight asked. "You two are ponies just like us!"
"Well, more or less." Atticus muttered about himself.
Tempest Shadow leaned against the cage as her horn sparked with aggression, startling them both. "We're nothing like you!"
"We're more than you'll ever be!" Thunder Cloud added with a deep and demonic glower.
'I have a feeling a song explaining why they're like this way is about to happen.' Atticus thought to himself.
"It's time you learned a lesson, It's time that you understand~" Tempest Shadow glowered. "Don't ever count on anybody else, In this or any other land~"
"We once hope for friendship to find a place among our kind~" Thunder Cloud added. "But those were the childish wishes of someone who was blind~"
"Open up your eyes, See the world from where we stand~," Tempest Shadow sang with a haunting chorus in the background. "Us, among the mighty, You, caged at our command~"
"Open up your eyes, Give up your sweet fantasy land~," Thunder Cloud added. "It's time to grow up and get wise, Come now, little ones, open up your eyes~"
Atticus's vision power soon showed Tempest Shadow and Thunder Cloud's past while they sang.
He could see adorable and cute little ponies at play as they seemed to be playing with a ball with their horns before they ended up in a rather dark and creepy looking forest.
"We all start out the same, With simple naive trust~," Tempest Shadow sang gently. "Shielded from the many ways, That life's not fair or just~"
The unicorns soon entered the forest and saw that the ball had ended up in a scary cave.
"But then there comes a moment, A simple truth that you must face~," Tempest Shadow sang as her younger self came into the cave and lifted the ball up with her horn's magic before she seemed to find an Ursa Minor in the cave which startled her before it struck its paw down her horn, shattering it. "If you depend on others, You'll never find your place~"
We are soon shown the ball being played with Tempest's so-called friends. Filly Tempest tried to play with her friends, but since her horn was no more, they abandoned her and ignored her like she was useless to them, and found a new friend to play with, leaving her all alone, and where that left her to think that friendship was useless and started to walk out of the town.
"And as you take that first step, Upon a path that's all your own~" Tempest sang softly at first before becoming dark again as her younger self got angry for being heartlessly abandoned by her friends. "You see it all so clearly, The best way to survive is all alone~"
Atticus was about to see Thunder Cloud's past, but his vision power stopped there for now.
Twilight looked shocked and sad for Tempest Shadow.
"Open up your eyes, See the world from where we stand, Us, among the mighty, You, caged at my command~," Tempest Shadow and Thunder Cloud sang together in dark and menacing tones of voices. "Open up your eyes, And behold the faded light, It's time to grow up and get wise, Come now, little ones, open up your eyes, Open up your eyes!~"
Twilight and Atticus were soon brought to the top of the blimp.
"Atticus, this is all my fault." Twilight frowned.
Atticus began to comfort Twilight before Tempest Shadow and Thunder Cloud came to the top.
"I'm so sorry you felt so alone." Twilight told Tempest Shadow in heartbreak.
"I saw the truth," Tempest Shadow huffed. "My 'friends' abandoned me when times got tough. Looks like I'm not the only one. Face it, Princess. Friendship has failed you, too."
"Friendship didn't fail me," Twilight frowned. "I failed friendship."
"So, how did you two meet?" Atticus asked Tempest Shadow and Thunder Cloud.
"We might as well tell them," Thunder Cloud told Tempest Shadow. "May I begin?"
"You may." Tempest Shadow allowed.
Thunder Cloud bowed and came in front of Atticus and Twilight. "It was after she ran away from home, another Ursa Minor was about to take her when her horn was already destroyed," he then began. "I was walking along by myself and saw her all alone and decided to help her. I might be a pegasus, but I'm very strong and mighty, so I pounced on the Ursa Minor and beat it up and made it cry back home to its mommy."
"Harsh..." Atticus winced. "How strong are you?"
"Oh, strong enough to have helped The Storm King make the metal of the cages that you two are in right now." Thunder Cloud said.
"There's no way you could be stronger than me!" Atticus replied. "I'm practically a god!"
"Apparently not if I managed to defeat you," Thunder Cloud smirked. "Anyway, since that day, Tempest and I have become companions."
"He's the only one I really have left." Tempest Shadow replied.
"So, you still technically have a friend." Atticus suggested.
"We're not friends, we're companions/allies." Tempest Shadow told him.
"Yeah!" Thunder Cloud added. "Who needs friends when you got an ally or two?"
"Friendship can be important, Thunder," Atticus replied. "I mean, my best friend Cherry didn't think she needed anyone in her life until she met me, we were both all alone, but we gave each other what we needed most: companionship."
"Either be quiet or else I'll strangle you to death." Thunder Cloud threatened.
Atticus frowned with Twilight as this nearly looked like the end for both of them.