Later on, at the School of Friendship...

"Twi! You in here?" Starlight asked, knocking on the doors of the headmare office before opening the door. "With the school closed for the summer, I didn't think anypony would be here-"

A list was then thrown at her.

"So much to do, not enough time!" Twilight panicked, looking at her papers, spiraling out of control. "No! I already did that! Wait, no, I didn't! Uggggh, not enough time!"

"Twilight!" Starlight called out as she got one of the papers out of Twilight's sight.

"Help! She's spiraling!" Spike cried out, but in a hushed tone. "We're at the 'my plan needs a plan' stage of a total Twilight meltdown!"

"Please help," Atticus told Starlight. "Not even I can get through to her!"

"Oh, got it." Starlight replied to them.

"Did I write down 'eliminate redundant lists' on my School of Friendship to-do list or my personal to-do list?" Twilight asked herself.

"Good luck." Patch told Starlight.

Starlight nodded and soon tried again. "Twilight!"

"Gah!" Twilight yelped until she smiled to the pink unicorn. "Starlight! Oh, good, you're here! I need to talk to you."

"Okay...?" Starlight replied.

"Hang on, I had 'talk to Starlight' written down on one of these," Twilight said in a worried frenzy. "Just let me find it so I can cross it off!"

"Wow, you are 'Twilighting' hard." Starlight said to her.

"You say 'Twilighting', too? Well, excuuuuse me!" Twilight glared slightly. "This is the first time I've ever been asked to run a whole kingdom!"

"You're right, you're right; so, what did you want to talk to me about?" Starlight smiled nervously.

"Ah, here it is! I wrote it down," Twilight smirked as she soon read the note instantly. "'Starlight, you have blossomed into one of the strongest, smartest, most caring ponies I know, and I can't think of anypony better to leave in charge of my castle and the School of Friendship'! So what do you think?"

"What?!" Starlight soon panicked. "You want me to take care of the castle and run the school?!"

"Yes?" Twilight replied.

"Uh... I can't! I'm not ready!" Starlight yelped. "Remember what happened the last time you left me in charge?! And now you want me to do it permanently?! What if I don't do the right things?!" she soon began to hyperventilate. "What if-?!"

"Starlight, get a hold of yourself!" Twilight told her, sounding stable for once since she was told the news from Celestia and Luna. "You've risen to every challenge you've ever faced. You can do anything you put your mind to. You've got this."

Atticus was about to say something, but soon smirked once he realized what just happened.

'Ooh, Starlight, you clever unicorn.' Patch thought to himself with a smirk.

"Ha! And so do you," Starlight smirked to Twilight. "See what I did there? You just said everything you need to hear."

Twilight soon let out a laugh as it seemed like Starlight had failed her idea. "Nice try. But running a school and running a country are two very different things. Now, if you don't mind I have 7,432 things to take care of before I become the new ruler of Equestria!" she then began to hyperventilate again, bringing out her paper bag.

"It was a valiant effort." Spike sighed to the pink unicorn.

"Yeah, it was a clever idea though." Patch said.

Starlight gave a small smile to them, appreciating that as she tried her very best.


Cherry was soon pacing around to herself, trying to think of ways to ask for help on her own since everyone else was busy and this was her responsibility. 'Okay, just calm down and be assertive.' Cherry thought to herself.

Some shadows soon passed by her, making her shake more chills down her spine.

"That almost felt like..." Cherry told herself before slapping her face with her hand and shaking her head. "Aw, come on, Cherry... You're letting your nightmares of King Sombra get to you. I mean, it's not like he's gonna come back to haunt you in reality... Even if he disappeared in Midnight Castle... And you're all alone... With no one else around... With Atticus helping Twilight... Again... Ooh... Maybe the others are back in the Castle of Friendship..." she then said before running off. "THERE'S NO NEED TO FEEL SCARED!"

But unfortunately there was.


Everyone soon met up at the castle.

"Thanks for coming so quickly-" Twilight told the others.

Discord soon appeared. "Sure thing, but if you're gonna be the ruler of Equestria, you may want to work on your penmanship," he said, putting on a pair of reading glasses as he took out the paper he was given. "This looks like it says, 'Cadence sent an emergency message. Sombra's back, and he's taking over the Crystal Empire'."

"That's exactly what it says!" Twilight told the draconequus frantically.

Cherry soon went wide-eyed after hearing this and soon screamed and started to hide.

"But... But how is that possible?!" Rarity gasped. "I thought the Crystal Heart had dispelled him into the ether, except for maybe when we saw him in Midnight Castle."

"He just won't quite!" Cherry muffled. "He only comes back to see me suffer! He treats me like a chew toy or something!"

"I have no idea!" Twilight told the others. "But he's back, and it's up to us to save the Empire and my family!"

"Shouldn't somepony tell Celestia and Luna?" Fluttershy suggested.

"Ooh, good point!" Discord smirked to the pegasus. "One of us should probably loop in the real rulers of Equestria."

"No, we have to handle this ourselves." Atticus said.

"Atticus is right," Twilight agreed. "If we're going to run Equestria, we'll need to handle things like this on our own."

"Oh, Twilight!" Discord smirked, bringing out a fireball with Twilight's image sitting at the throne. "Could this mean that you finally have the confidence to ascend to the throne like the princesses believe you can?"

"Maybe?" Twilight smiled nervously and innocently. "Unless you'll consider taking care of Sombra for us?"

Cherry and the others, minus Atticus, looked up to Discord the same way.

"Oh, no-no-no-no!" Discord smiled bashfully before shaking Twilight's hoof, giving her a trophy, graduation cap, and a check. "You're absolutely right! You need to learn how to handle these things on your own. Ta-ta!" he then disappeared from the room.

"Handlin' things on our own is all well and good, but last time we defeated Sombra was with the Crystal Heart." Applejack said to the others.

"What if he has it already?" Spike panicked. "How are we gonna stop him?"

"Why not use the Elements of Harmony?" Patch suggested.

"With the Elements of Harmony, of course!" Twilight smiled. "With those, we can defeat anypony! Even Sombra!"

"Ah, no, no, no. You didn't need the Elements the last time you defeated Sombra," Discord said, coming out from the door, making it look like a shower curtain as he appeared to be cleaning himself. "And I'm not sure that using them still counts as 'handling things on your own'."

Twilight soon glared at the draconequus. "My family is in danger. I'm not taking any chances."

"We don't have any other choice." Mo told Discord.

"Ugh, fine." Discord rolled his eyes, leaving behind the curtain/door.

"What's his problem?" Pinkie Pie wondered.

"Starlight, can you stay here and take care of the school?" Twilight asked.

"I've got you covered." Starlight promised.

"Let's go get the Elements of Harmony." Atticus said.

Cherry shivered as she continued to hide.

"Come on, Cherry, let's go stop Sombra." Atticus told her.

"I... I can't..." Cherry said. "No matter what we do, he just comes back and torments me."

"Cherry, don't worry; after this, he won't bother you anymore." Atticus promised.

Cherry looked back to him.

"Our nightmares will be over," Atticus smiled. "Just you wait and see."

Cherry looked to him and gave a small, weary smile back.

"Now, come on, let's go get the girls their Elements of Harmony since we already have ours." Atticus smiled.

"All right," Cherry replied. "Let's go. The final battle against King Sombra."


They soon came to the Tree of Harmony with the Mane Six, bringing out the Elements of Harmony since the time was right. Once they had the Elements, it was now time to head down to the Crystal Empire.


Sombra smirked, sitting at his new throne, eating some grapes and chuckled as Flurry Heart tried to hit him with her magic. "It's cute that you think that will do anything."

"Then how about us?" Atticus's voice asked.

"Atticus? Cherry? Mo? Patch?" Shining Armor and Cadence asked in surprise, not recognizing them since they were in their normal forms and no longer in their Equestrian forms.

"Cavalry's here!" Pinkie Pie smirked before charging with the others against the evil unicorn stallion.

"How can I be surprised when I'm waiting to show all of you your greatest fear?" Sombra chuckled to all of them.

"Wait, what?" Cherry asked.

"You... I've had just about enough of you!" Sombra glared before smirking. "Why bother showing you your worst fear when I'm right here?"

Cherry gave a glare back, though she gulped a little since it was true that she was afraid of him. Sombra soon used his magic on the group so they could live their greatest fears. Atticus grunted until his eyes widened and was forced to face his fears.


His parents were shown, Patrick looked angry with tears in his eyes while Emily was crying and everyone else glared and cried at him while it looked like they had been bruised and he found himself surrounded by his dark crystals which had hurt them all terribly.

"No. No, no, no, no, no." Atticus said out of fear.

"I'm so angry and disappointed..." Patrick glared as he held Emily. "You are not my son."

"No, this isn't real, this is just Sombra's magic." Atticus said as he held his head and tried to wake up from the fear.


"You should all surrender!" Sombra grinned darkly. "Nothing can defeat your own fears!"

The Elements of Harmony and the Elements of Harmony medallions soon glowed, freeing the Mane Six, Atticus, Mo, Patch, and Cherry from Sombra's magic.

"We didn't need to defeat them," Twilight soon said with a confident smile. "We just needed to face them long enough to distract you!"

Spike soon breathed fire on the crystal trap that held Shining Armor, Cadence, and Flurry Heart, and Cadence flew off with the Crystal Heart.

"Nooooo!" Sombra yelled out, trying to get it back.

Flurry Heart soon zapped magic from her own horn as she flew freely with her family.

"It's cute that you think that'll do anything." Shining Armor smirked.

"Nice try though." Atticus added.

Cadence soon fixed the Crystal Heart and let it shine and work its magic. The Crystal Ponies and the empire were soon cured just like it should have been.

"...That was too easy..." Cherry commented.

"You may have won the battle, but I shall win the war!" Sombra growled to all of them.

"Yeah, yeah..." Patch rolled his eyes.

Sombra soon disappeared.

"He's gone!" Cherry said before smirking. "That wasn't so bad."

"See?" Atticus smiled.

"We totally just wiped the castle with that guy!" Rainbow Dash flew around happily.

"Yeah, we did!" Cherry added.

Spike and Flurry Heart soon hugged Twilight happily.

"Thanks, Twily." Shining Armor smiled to his sister.

"That was fun!" Pinkie Pie beamed.

"And easy." Applejack added.

"As magical battles go, that was a cakewalk." Rarity smiled.

"Mm... Cakewalk..." Pinkie Pie smiled hungrily before moonwalking with cake on her hooves.

And where this caused everyone to laugh as that looked funny. Even Cherry had to laugh from the silly sight.

"We did handle this pretty well," Twilight smiled to her friends. "On our own."

"Does this mean...?" Spike smiled back, hopefully.

"I still don't feel like I'm 100% ready, but will I ever?" Twilight replied.

"I'm sure you will, Twilight," Atticus smiled. "When you're ready."

"I have you guys, and we have the Elements," Twilight smiled back. "And together, we've never failed. We'll be okay."

Everyone then shared a cheer from victory and friendship.


They soon came to the Tree of Harmony to bring back the Elements.

"Once again, Equestria is safe." Twilight smiled.

"What should we do to celebrate?" Fluttershy wondered.

"I vote for a cakewalk!" Pinkie Pie suggested.

"Oh, Pinkie Pie." Patch sighed with a smile.

They soon heard and felt a rumbling all of the sudden as they began to leave.

"What's goin' on?" Applejack asked.

"I don't know!" Twilight gasped.

Dark crystals soon appeared which hit the Tree of Harmony, shattering the Elements of Harmony onto the ground into pieces.

"No way..." Atticus said out of shock.

"My worst nightmares are real!" Cherry gasped.

Sombra soon came back with a wicked laugh to all of them.

"What... Just... Happened?!" Rainbow Dash asked.

"The Tree of Harmony can't really be gone, can it?!" Fluttershy asked out of fear.

"It can't be!" Twilight replied.

"But it is!" Sombra grinned. "You thought you defeated me, but you led me right to the source of your power. Now that it's destroyed, nothing can stop me!"

Cherry shivered, but soon gulped as she tried to look brave and marched up to Sombra. "Yeah, well, w-w-we don't need the Elements!" she then told him. "W-We can s-still beat you th-the old-fashioned way!"

"Cherry's right!" Rainbow Dash glared at Sombra.

Sombra soon came up towards Cherry. Cherry gasped as she began to back up.

"I'm getting very tired of your meddling!" Sombra narrowed his crimson eyes. "I'm not going to waste any time on you this time... You are going away, AND THAT IS FINAL!"

"No! Don't!" Atticus cried out.

Sombra soon powered up his horn and soon zapped it right at Cherry, seeming to disintegrate her from where she stood. This shocked the Mane Six, Atticus, Mo, and Patch.