When Twilight and the others arrived at Ponyville, they found a crowd of confused and frightened ponies. Rarity and Nurse Redheart were caring for Rainbow, Bon Bon and Derpy, who all had several bruises from their brawls with Beast Bird and Skeletor. Bon Bon was a sobbing mess, crying her eyes out in front of everypony.

"Comin' through!" Applejack shouted. "Make some way for the princess, y'all!"

The ponies stepped back in surprise when they noticed that one of their princesses was in their middle. More than a few quickly bowed down to show the princess of the moon the proper respect. The mayor gasped as she ran in front of Luna. "P-p-princess Luna! A thousand pardons… if we knew you'd come…"

"I'm sorry, but this is not the time for proper etiquette," Luna said sternly. "Now tell me everything that happened here."

"The horror! The horror!" an overly excited mare from the crowd shouted. Twilight was unable to see her, but she was pretty certain that it was Lily. "They came in here, threatened children, attacked citizens… It was awful!"

"Lyra…" Bon Bon sobbed again and again. "They took Lyra…"

"It was two of them," the mayor explained. "A giant gryphon and a unicorn who looked like he had a… a skull as a head. He said his name was Skeletor."

"Blueblood…" Luna sighed. "So he was here already. We don't have much time left."

Most of the ponies around just looked at their princess in confusion when she said that name, but there were some gasps of surprises. Most of them were coming from the six friends.

"You… beg your pardon, Your Majesty, but… you are not talking about PRINCE Blueblood here, aren't you?" Rarity asked, a shocked expression on her face.

"I'm afraid I do," Luna said. "He was tempted by the evil inside the comet… it turned him into what you've seen today."

"I knew he was familiar…" Rarity muttered, then she shook her head. "But… for a pony to change in such a dreadful manner… that is downright grotesque."

"He wasn't the only one who changed," Rainbow grumbled. She winced when the nurse put a band-aid on her head. "That gryphon who helped him… that was Gilda!"

"Gilda… as in, meany Gilda who picked on Fluttershy and ruined my welcome party for her? That Gilda?" Pinkie wondered.

"Do I know any other Gilda?" Rainbow shot back in an irritated voice. "Duh! YES, I DO recognize the person who was my childhood friend!"

"Rainbow, get a grip!" Applejack said sternly. "No need to take it out on Pinkie."

"Sorry, it's just…" Rainbow Dash groaned as she used a hoof to rub her temples. "How could this happen to her?"

"It was the unicorn… the one who called himself Skeletor," Derpy said as she stood up to her feet. "I saw how he shot a beam of purple light at Lyra… and almost instantly afterwards, she started changing. Now I'm not 100% sure, but my calculations indicate that the chances are at least 88% that he's somehow able to imitate the purple sunlight that changed us."

"Oh no…" Fluttershy muttered. "That sounds horrible… poor Lyra…"

"Fluttershy?" Rainbow stared at her fellow pegasus, only now realizing her changes. "What the hay happened to you? Why do you look like an alfalfa salad?"

"Duh, the purple sunlight, Dashie!" Pinkie Pie said.

"Oh yeah," Rainbow chuckled sheepishly. "That thing…"

"This makes everything more difficult," Luna pondered. "I'm not willing to endanger anyone who's on his side against their will. Still, we have to follow them… bearers of the Elements of Harmony, I need you to come with me."

"What? No!" Nurse Redheart protested. "I'm sorry Your Majesty, but… Rainbow Dash must rest after everything she's through."

"I'm fine…" Rainbow sighed. "I can fly, see?" She flew up a bit and dropped back down.

"We have no choice," Luna told the nurse apologetically. "They need to be stopped, or all of Equestria is in danger. And I don't know if I can do it on my own. I won't force anypony, but… are you willing to help me?" She looked at the six friends.

Rainbow Dash saluted. "Always ready for action!"

"Y'all can count on me," Applejack smirked.

"I am ready," Rarity nodded.

"Time to par-tay!" Pinkie giggled as she bounced up and down.

"I… I will go, too," Fluttershy said meekly.

"For Princess Celestia!" Twilight smiled.

"I will go with you, too!" a seventh voice spoke up. To all of their surprises, it was Bon Bon.

"Come again?" Applejack blinked in surprise.

"But that's too dangerous," Twilight protested. "Bon Bon, I really think you should…"

"I don't care!" the earth pony-turned-pegasus shouted. "If they took Lyra, I'm coming with you! I'll get her back! Just try and stop me!"

Rainbow rolled her eyes. "Earth ponies can be so stubborn…" That earned her a soft kick from Applejack. "HAY!"

"We're not always stubborn, partner," the country pony frowned. "So watch yer mouth."

"Besides, she's a pegasus now," Pinkie added cheerfully.

Luna sighed. "I can't stop you if you are following your heart… but you are aware that this is a very dangerous mission, right? Blueblood… I mean, Skeletor is very powerful. And we don't even know if he managed to gather more minions by now or not."

"I'm not defenseless either," Bon Bon replied. "I took self-defense courses… besides, I can do this now…" She raised her hooves and shot a blast of blue energy up into the sky. "See?"

"But what do we do when he tries to transform any of us?" Twilight asked. "I don't know if I could counter spells like that."

"Well, first of all, those that are already transformed are no longer affected by the purple sunlight," Derpy spoke up.

"How do you know that, Ditzy?" Fluttershy wondered.

"I did some experiments last night," Derpy smiled. "And if all that spell he used on Lyra did was change her, at least you and I would be safe from it, since we're already changed. As for the rest… I could try to create some light-repelling forcefield generators… I've already put up a couple of blueprints… the tricky part is not to block every light, or else there would be total darkness inside the forcefield."

"You… seem like an intelligent young mare," Luna said, sounding impressed. "What is your name?"

Derpy smiled. "I'm Ditzy Doo! I'm Ponyville's mailmare."

"Such a bright mind, and yet you work as a mailmare?" Luna wondered. "How curious… have you ever considered working as a royal technician?"

"Well, actually Derp… I mean, Ditzy Doo is…" Rarity spoke up. "Um, I mean… nevermind…"

Derpy sighed. "It's all right, Rarity… I don't mind if people call me Derpy. I kinda like that name. And, Your Majesty… I… I wasn't really this smart a couple of days ago." She looked down. "I was very… absent-minded… sometimes I lost my letters… and almost every time I came past Sugarcube Corners… the smell of freshly-baked muffins would distract me from my job…"

Fluttershy smiled and patted the grey pegasus on the back. "That's okay, Ditzy… we always like you for who you are."

"You… you do?" Derpy asked in surprise.

"Don't belittle yourself," Rarity said. "Who cares if a letter is a bit late? I still enjoyed seeing you every time you came by my house to deliver the mail."

"Sure you're a little goofball… but that's what makes you you," Rainbow smirked.

"And you always were there to pick me up from school!" Dinky added brightly. "You're the bestest mommy ever!"

Derpy smiled as she gave her daughter a hug. "Thank you…" she muttered.

"Ah hate to spoil the moment," Applejack then spoke up. "But we're in a hurry, aren't we?"

"You are right, Applejack," Luna nodded. "Ditzy Doo… as Equestria's princess of the moon, I ask of you… could you continue your work on those forcefield generators? They could prove to be incredibly useful, not just against Skeletor's magic."

"I will try my best," Derpy said.

"And I'll help you!" Dinky shouted.

"I thank you, then," Luna said. "Mayor, I leave everything here in your hooves. Elements of Harmony… come with me! To the Everfree Forest!"


Lyra groggily opened her eyes. The first thing she noticed was that she was lying on soft grass, on a clearing in the forest… the Everfree Forest, she realized. A dull headache was throbbing inside her head. But that was almost forgotten when she took a look at her front legs. She was surprised to see that they were covered with a thin layer of mint-green scales, the same color as her coat. Even more shocking was that she had what looked like fins growing from them. She looked back and saw that her whole body was covered with scales. On her back, they were blue-green and much thicker than on the rest of her body. And instead of her usual pony tail, she had a curled-up, thin tail that was almost reminiscent of a seahorse. She took a deep breath and realized that there were openings on the side of her neck, gills like those of a fish.

At least her horn and cutie mark were still the same…

A deep chuckle caught her attention, and she turned her head to see Skeletor and Beast Bird standing there. It was then that she remembered… how the skull-faced unicorn's magical beam had knocked her out.

"Wakey wakey, my little seapony," Skeletor chuckled. "Time to get up… and face your new master!"

Lyra rose to her feet and glared at him. "Shut up! You're not my master!"

"Another one who decided to be difficult," Skeletor sighed as he gave the gryphon next to him a a sideglance. "Good minions are so hard to find these days, don't you agree, Beast Bird?"

"Whatever you say, master…" Beast Bird mumbled.

"Look here, it doesn't matter how you transform me, I just have no intention of listening to any of your orders," Lyra snapped. "I'm a pony of Ponyville, and I am loyal to Princess Celestia… while you are a lunatic, a moron and a brute."

"You just don't realize the position you are in, do you, little seapony…" Skeletor grinned menacingly as he took a step closer. "Anyone who opposes me… shall be destroyed."

"I'd rather die than serving you," Lyra said. "Why did it have to be me, by the way? I'm just a musician, a normal unicorn. Why did you kidnap me? I don't even have a lot of money."

"Could have been anypony," Skeletor shrugged. "You were an easy target, you stood right in front of me. The two pegasi were already changed, so my magic wouldn't have worked on them. And that white unicorn… I'd rather not have her with me. I met her before. She's uncouth, and a loudmouth. Can you imagine that she tried to dirty my mane with splattered cake remains? The nerve…"

Lyra glanced at his hairless skull. "Mane?"

"I was different back then," Skeletor growled. "I was handsome… a prince… but that's in the past…"

Lyra snickered. "What's so funny?" Skeletor shouted.

"Sorry, but have you looked into a mirror? I honestly can't picture you as handsome," the scaly mare grinned. But her smug expression quickly disappeared from her face when she saw the furious, glowing eyes of the sorcerer.

"You… miserable sea urchin…" he grumbled. "I offer you the chance to become my minion, and you dare mock me? Just you wait… You said you'd rather die than follow my orders? That can be arranged…"

And like he did with Beast Bird, he shot a lance of dark energy at Lyra. She gritted her teeth when the energy swept over her body, filling her with pain. Tears were welling up in her eyes… she wished nothing more to be back home with Bon Bon.

Beast Bird shuffled around nervously, clearly remembering her own ordeal. Skeletor intensified the force of the magic and shouted: "Serve me… and I will end your suffering! Reject me… and I shall end your life!"

"N-never…" Lyra grumbled. "I c-can't… I won't… follow you…"

"OBEY!" Skeletor roared. "Or suffer the consequences!"

"No!" Lyra shouted back. "Never! If I did that… Bon Bon… would never forgive me…"

"So that's how it is?" Skeletor grinned. "This 'Bon Bon'… you care a lot for her, do you? And she cares for you? What would she do if you died?"

"She… she'd be heartbroken…" Lyra muttered. "But she'd be even more heartbroken if she saw me as a servant of evil. So kill me, if you must, but don't expect me to betray Ponyville!"

With a sigh, Skeletor shrugged and stopped firing his magic at the struggling unicorn. "All right… very well… a pity… but in this case… I suppose we could always try the same with your beloved Bon Bon."

Lyra's eyes widened. "What?" she whispered.

"You heard me pretty well," Skeletor sneered. "You refused to be my minion, so I need to find another one. I will give your filly-friend the same question… she will most likely refuse as well… hmmm… I guess that means I will have to kill her, too. Oh well… at least you'd be reunited in death, right?" He chuckled evilly.

"NO!" Lyra protested. "You can't…"

"I can't?" Skeletor shouted. "In case you haven't noticed, I'M the one with the power here. I can easily crush you, and I can as easily crush your little filly-friend. So either you accept my offer, or my dark master help me I'll do this to Bon Bon and any other pony who dares to resist me! Now, this is your last chance… do you accept?"

"Please, no… please don't hurt Bon Bon…" Lyra pleaded.

"ANSWER ME!" the dark sorcerer roared.

Tears were now freely flowing out of Lyra's eyes. She was willing to die for her princess, her home and her friends… but… to lose Bon Bon? She couldn't stand that thought, so she looked at Skeletor and said in a shaking voice: "I… I accept."

Skeletor was laughing like a madman. "Hahahahahaha! The second minion… soon, I'll have an entire army following me. And then, dear Luna, your army of pathetic ponies is helpless before our power." He walked up to Lyra, towering over her smaller form. "Rise, minion… rise as the second in Skeletors army of darkness. You need a new name, though… from this day on, you shall be known and feared as… Mer-Mare, the terror of the depth."

"Mer… Mer-Mare?" Lyra asked.

Skeletor looked back at the gryphon. "Beast Bird has control over all the beasts of the land… you, on the other hoof, have control over all the sea monsters, the creatures of the depth. Come along now, minions… our goal is nearby."

"Our goal?" the seapony asked. "What's our goal?"

Skeletor looked at her with flaring eyes. "Whenever you talk to me, you shall address me as MASTER! Understood?"

She gulped. "U-understood… wh-what is our goal, then… master?"

The skull-faced sorcerer grinned. "The former castle of the two royal pony sisters… formerly known as Crystal Castle."


The trees in the Everfree Forest were looking darker than Twilight remembered… or maybe they just seemed that way since it was nighttime… or because they were all on edge because they were following a mad, power-hungry unicorn.

Fluttershy looked at the trees that were growing around her. Even though it was dark, she felt more alive than ever. She was able to feel all of them… and not just the trees, all of the other plants around her as well. The forest may be frightening, but it was also brimming with life.

Bon Bon looked even more frightened than the rest of her friends. "Th-this is so spooky…" she muttered. "And you're saying you guys come here often?"

"Well… only ev'ry now and then," Applejack shrugged. "When we wanna visit Zecora… or there's someone to save… or the kids have the glorious idea of gettin' a cutie mark as Cutie Mark Crusaders Everfree Wood Rangers… Ah swear, yer sister has the weirdest ideas, Rarity."

"Must have been Scootaloo's influence," Rarity shrugged. "No wonder, considering who her role model is." She sideglanced at Rainbow Dash.

"Would you all be quiet?" Twilight groaned. "This isn't a camp trip, we are following an evil wizard who is powerful enough to make even Princess Luna worry."

"But I've got super cool new magic powers too now," Pinkie spoke up. "How about I cast a spell and… and… I make him go away?"

"Pinkie, I somehow have the feeling it's not going to be that easy," Rainbow Dash said, rolling her eyes. "Giving Pinkie Pie magic… whose bright idea was that?" she muttered to herself.

Twilight ran up to Luna, who was leading the group. Her horn was shining as bright as the moonlight and drove away the darkness. "Princess… are we going the right way?"

"Don't worry… I know the way," Luna replied. "I've walked this way a countless amount of times, back when Celestia and I were younger. That castle… Crystal Castle… it used to be the castle where our parents lived, you know?"

"Your parents lived here?" Twilight asked with awe.

"You lived in the Everfree Forest?" Rarity wondered.

"Princess Celestia and Princess Luna have parents?" Rainbow Dash asked with shock.

Luna looked back at her and nodded. "Every pony has parents, Rainbow Dash. They were responsible of lowering and raising the sun before my sister and I took over that job."

"Where are they now?" Fluttershy asked politely.

The moon princess lowered her head. "They… passed away a long time ago…"

"Oh…" Fluttershy pulled her head in a bit. "I'm so sorry… I shouldn't have asked…"

"It's okay, Fluttershy," Luna smiled. "You couldn't know."

"So… why did y'all live in the middle of the Everfree Forest?" Applejack asked.

"Back then, it wasn't called the Everfree Forest. It was much brighter and the creatures living in it were much less aggressive than today. Crystal Castle was a place of magic and laughter, and every day Tia and I got up early from bed to watch how our mother raised the sun… and then stayed up late to watch our father do the same with the moon." She sighed. "Those were the days…"

Bon Bon was getting impatient. "How long does this take? Why couldn't those of us with wings just fly there? Or why didn't we teleport?"

"A mass teleport of eight ponies requires quite a lot of magical energy," Luna explained. "And even I need every last bit of my magic for the upcoming battle. Also, it's advisable that we stay together… if we're travelling in smaller groups, we might be easier targets for ambushes."

"But how can we make sure that we get there in time?" Bon Bon asked. "They could do anything to my poor Lyra…"

"Bon Bon… I will do everything in my power to help your friend," Luna said. "I give you my promise as the second princess of Equestria. But first, we must…"

She stopped herself in mid-sentence when suddenly, there was a broad river in front of them. "Hmmm… there used to be a bridge here," she muttered.

"Same river as last time, right?" Rarity asked. "But the water is calm and not that deep, so I guess we can go across easily." She sighed. "That will get my beautiful coat wet and dirty again… oh well, it's for the good of Equestria."

"How 'bout I give you a lift?" Rainbow suggested, flapping her wings once. "And we'll be across in a jiffy."

"Try that and you'll plummet in a jiffy!" a gruff voice spoke up. Before the ponies could reach the riverbank, Beast Bird came crashing down in front of them. At the same time, a unicorn with fins and scales came jumping out of the water.

"Our master ordered us to stop any pursuers," Beast Bird growled as she flexed her claws.

"Oh yeah? Well, he's not that tough when he needs you to do the job," Rainbow said mockingly.

The gryphon snarled. "You shut your big trap, Dash… I'm doing this because I have to, not because I want to."

"LYRA!" Bon Bon shouted happily, not even listening to the exchange between the gryphon and the pegasus. She ran over to her filly-friend. "I'm so glad you're okay… they didn't hurt you, did they? What a relief… Come on, let's get you home…"

But the seapony just stood there and looked at her. Her gaze was confusing Bon Bon… it was filled with confusion. Sorrow. Anger. "Lyra… honey? Wh-what's the matter? C'mon, let's go home…"

"I'm not coming home," she said. "And… I'm not Lyra anymore, either. My name is Mer-Mare."

Bon Bon's confusion grew. "Lyra? Wh-what are you saying?"

"I'm saying that I am a follower of Skeletor… and I must obey him. And he ordered me to stop you from reaching him!" Mer-Mare shouted. Her horn began to glow, and a stream of water came shooting out of the river, hitting Bon Bon head-on and pushing her backwards.

"Lyra, what are you doing?" Twilight shouted in horror. "Stop! That's Bon Bon, you're hurting her!"

"Leave! All of you! And never come back!" Mer-Mare shouted. She was trembling. But it wasn't because she was furious… it was because she was afraid. She knew what Skeletor would do to Bon Bon if she refused to listen to his orders. So the only thing she could do was to act like a good minion and push back his enemies.

"Did you hit yer head against an apple tree trunk, girl?" Applejack shouted. "Stop it right now or you and I are gonna have a problem!"

"All of you have a problem," Beast Bird shouted back. "Last chance… turn around or we'll make you leave!"

"Are you two crazy?" Twilight asked. "We're trying to save Equestria here, in case you haven't noticed."

"And then there's the fact that there are eight of us and just two of you," Rainbow pointed out. "Just sayin'… Oh, and Princess Luna's with us, too."

"Please… we don't have to fight," Fluttershy added in a pleading voice.

"Oh, you won't fight us," Beast Bird smirked. "You'll fight THEM!"

A loud roar was echoing through the forest when a huge, lion-like beast came leaping across the river and landed next to the gryphon. At the same time, a giant, serpentine creature rose out of the water.

"A manticore and a sea serpent?" Twilight wondered. "Now why do I have this feeling of déjà vu…?"

"Those are the same creatures we ran into the last time we went inside the Everfree Forest," Rarity noticed. "But their eyes… look at them…"

Both beasts had white-glowing eyes, which they used to glare at the ponies in front of them, like predators would glare at their prey.

"They… don't recognize us…" Fluttershy nervously muttered.

"They are under our control," Mer-Mare explained. "Let's see you deal with them before you take us on… ATTACK!"

With loud growls, the manticore and sea serpent dove at their prey. Twilight tried to dodge when the manticore swiped his paw at her, but she wasn't fast enough and the blow knocked her back into a tree. She winced as she felt a sharp pain in her flank… she looked down and saw blood… a long, pointy branch had left a nasty wound on her.

At the same time, the sea serpent tried to bite Rarity with his gaping muzzle. "Please, sir!" Rarity gasped as she avoided the bite. "Don't you remember me? It was me who fixed your glorious mustache!"

"They won't listen to you," Luna said as she used her magic to erect a protective barrier over Rarity's body. "Skeletor's magic obviously gave them the power to control such beasts."

The sea serpent angrily hit the barrier again and again, but was distracted when Rainbow Dash and Bon Bon flew past him.

"On the count of three, Bon Bon," Rainbow Dash shouted. "One… two… three!" And together, they kicked the feral serpent's head away.

Rainbow smirked. "That's how it's done… URK!" She grunted when suddenly, Beast Bird tackled her from the side.

"Get it in your thick head, Dash!" the gryphon snarled. "I'm now superior to you in every way. Every time you fly up to me, I'm gonna knock you down again!"

"Not this time, Gilda…" Rainbow grumbled as she flew at her. The pegasus and the gryphon met each other in a flurry of kicks, scratches and bites.

Bon Bon raised her hooves and tried aiming at Beast Bird… when suddenly, a spout of water rose up next to her and pushed her down into the river. She turned her head and saw her transformed filly-friend, sitting on a pillar of water that rose out of the river.

"I told you to leave, Bon Bon!" Mer-Mare shouted as she willed the water to create a current and push Bon Bon back to the shore.

Bon Bon gritted her teeth. "I don't want to fight you, love… but… if you insist…" She raised her hoof and fired an energy bolt at the surprised seapony, knocking her off her seat and into the water. She fired a second one, but Mer-Mare quickly dove under. Like a dolphin, the aquatic unicorn swam at the winged mare and pushed her back. "GO! GO AWAY!" she shouted. "I DON'T WANNA SEE YOU AGAIN!"

Bon Bon felt her heart break under those words. "But… but Lyra…"

"I HATE YOU!" Mer-Mare shouted as she created a wave that threw Bon Bon back on dry land. "I HATE YOOOUUUUU!"

It was too much. Bon Bon didn't even have the strength to get back up. She was lying there, on the riverbank, wet and dirty, and heard those words again and again. And every time, they struck her heart like a poisoned arrow.

I. Hate. You.

She curled up like a newborn baby, closed her eyes and cried.

Applejack grunted when the manticore tried to wrestle her to the ground. "A little help here!" she shouted to Bon Bon, but the hawk-winged mare was too distraught to notice.

"Applejack!" Fluttershy gasped. "Oh please no… please, don't hurt her! No… don't… DON'T!" she yelled.

Suddenly, a multitude of long, green vines grew out of the ground. They wrapped themselves around the manticore's limbs and pulled the beast off Applejack's body. Both Applejack and Fluttershy stared at the spectacle in disbelief.

"Did… did I do that?" Fluttershy wondered.

Luna ran over to Twilight and quickly healed her wound with her alicorn magic. "Twilight… you must come with me. We have to leave."

"Leave?" Twilight asked. "W… we can't leave now! My friends… they need our help!"

"This is a distraction," Luna said. "Blueblood… Skeletor wants me to stay and fight so he can enter the castle and find the Sun and Moon Stone. I must go and stop him, but… I need your help with the Element of Magic. Your friends are strong, they can take care of this. Have faith, Twilight…"

"I… I can't leave them behind," Twilight muttered. She looked back and forth between the princess and the ongoing fight.

"Twilight, if we don't leave now, Skeletor has as good as won! Trust me… they can do this. Please, step next to me… I can teleport us the rest of the way. It should be enough when there's only two of us."

Twilight looked back at her friends. She saw Rainbow Dash wrestling with Beast Bird. She saw Applejack and Fluttershy approaching the tied-up manticore. She saw Pinkie teleporting around to confuse the sea serpent. She saw Rarity consoling a distraught Bon Bon.

Hesitantly, she stood up and stepped next to the princess.. "I… I will come with you, Princess Luna."

Luna smiled and let her horn shine. In a bright flash, they disappeared.


Skeletor grinned. He stood in front of a deep chasm, a chasm with the remains of an old rope bridge. On the other side, he was able to see the silhouette of Crystal Castle.

"I made it…" he muttered. "All the power I need to overthrow the tyrant… to rule Equestria… it's on the other side of this gorge…"

His eyes flashed, and a bridge made of dark magic spanned across the chasm. Confidently, he crossed it and walked up to the castle gate.

But suddenly, in a flash of bright light, Princess Luna and a young, purple unicorn he didn't recognize were standing in front of him. However, he did recognize the tiara on the unicorn's head… it was the Element of Magic.

"This is as far as you go, Skeletor!" Luna said. "Your dark master's plans end here."

The dark sorcerer laughed. "Do you think I'm giving up, now that I'm so close? Your evil won't stop me, Luna, neither will that flimsy Element of Magic."

"You really turned mad, Blueblood," Luna sighed. "I was hoping there was a chance to save the person you once were… but you have been irrecognizably twisted, visually and mentally."

"My friends aren't here right now," Twilight proclaimed. "But they are still with me. At the moment, they are doing their best to save Equestria, to work together for a better future. Our friendship is the magic I need to stop you. And as you might know, Friendship… is Magic!"

"No…" Skeletor growled as he surrounded himself in a dark aura. "Magic… is POWER!" Dark clouds began to gather above him, lightning crackled and his insane laugh filled the air.

Twilight gulped nervously. This was going to be difficult…

"The Element of Magic alone might not be enough, Twilight," Luna said calmly. "I'll hold him off… you go down into the basement. Your element should be enough to unseal it. Go in and find the Sword of Magic."

"The… Sword of Magic?" Twilight wondered.

Luna nodded. "Yes. A weapon that was crafted to fight those forces that seek to destroy the harmony of friendship and magic, sun and moon. It is empowered by the Element of Magic and give its wielder the power… the power to protect Equestria. I have faith in you, Twilight Sparkle… the same faith my sister has in you. Now go, quickly!"

Twilight hesitated. First she had to leave her friends behind… and now the princess? But if she was telling the truth and that sword really was the solution to everything…

"DIE, LUNA!" Skeletor yelled as he concentrated all of his power into a single beam of darkness, which he fired at the moon princess. Luna closed her eyes…

And when she reopened them, they shone brigher than the moon itself. The princess surrounded herself with a dome of pure moonlight, a protective shield against Skeletor's assault. In her glory she looked more than ever like a goddess.

In a voice, louder than Twilight had ever heard her speak, she shouted: "YOU… SHALL NOT PASS!"

And then, she whispered: "Run, Twilight…"

Realizing that everything was depending on her, the unicorn turned around and ran inside the castle.


With a plopping noise, Pinkie Pie disappeared and reappeared behind the sea serpent, forcing him to twist his body around.

"Really, you…" PLOP! "…should try and…" PLOP! "…have some more fun, because…" PLOP! "…having fun with friends is the best…" PLOP! "…and would help you to relax. You're too wound up, you realize that?"

The sea serpent really was wound up. Twisted up like a corkscrew, to be exact. When he tried to follow the pink pony with his eyes, he had spiralled his body in a very uncomfortable position. His body then spun around backwards, returning to its previous position, making him dizzy in the process.

Pinkie grinned. "See? Now wasn't that…" She was unable to finish her sentence when suddenly, Rainbow Dash came crashing down on her from above. As soon as the pretty and colorful stars stopped spinning around her head, Pinkie looked up and said: "Hi Dashie!"

Beast Bird roared and landed in front of the two entangled ponies. At the same time, the sea serpent shook off its dizziness and approached them from the other side.

At the same time, Rarity was grabbed by a hand made of water that pulled her back inside the river, under the surface, where Mer-Mare glared at her.

"I told you to leave!" the seapony shouted, her ability to talk apparently not inhibited by being underwater. A whirlpool then formed around Rarity, spinning the unicorn around.

'Air… need air…' she frantically thought as she tried to paddle back to the surface. The current was too strong, however. 'What made Lyra act like this… did they brainwash her… poor Bon Bon… and poor ME…'

But then, she found herself lifted out of the water by an invisible force. She took a deep breath when her lungs were once again filled with air. She was then gently dropped down on the ground.

Her savior landed next to her. "I am very pleased we met… but next time, try not to get wet," a very familiar voice told her.

Rarity's eyes widened. "Zecora?"

It was the zebra. But it was clearly visible that she, too, had been changed by the purple sunlight. Instead of black and white, her stripes were now black and yellow. Instead of her normal eyes, Rarity saw the multi-facetted eyes of an insect. Two black feelers were protruding from her forehead, and on her back was a pair of shimmering, transparent insect wings. They reminded Rarity of the butterfly wings Twilight's magic had given her, back when they wanted to come to Cloudsdale with Rainbow Dash. But these wings weren't butterfly wings, instead they were – fitting Zecora's new color scheme – the wings of a bee.

"Before you stop and gawk at me, I believe you have an enemy," Zecora said and nodded towards Mer-Mare, who was just coming out of the water in front of them.

"Thanks for saving me… and any help would be appreciated," Rarity smiled.

"Thank me later, time is thin. Work with me, and together we win," Zecora rhymed as she started to rapidly beat her wings. A loud buzzing noise was filling Rarity's ears as the bee-zebra took flight.

"Why won't you understand…" Mer-Mare grumbled. "Just leave already… leave! And take her with you!" She pointed at Bon Bon.

"Let me put it as coherent as possible," Rarity said as she glared back at the seapony. "FAT CHANCE!" Telekinetically, she lifted a nearby rock and hurled it at her adversary.

Mer-Mare jumped over it and lowered her head as she charged at Rarity horn-first. But then, she was being grabbed and pulled up into the air. She looked up and saw the smug face of Zecora looking back at her.

"Put me down!" she shouted and flailed her limbs around.

"Struggle you should stop… or else you might drop," Zecora smirked.

"LET GO!" Mer-Mare screamed as she kicked the flying zebra with her hindlegs, forcing her to let go. However, she did not think that move through… when she was released, she fell down, landing directly on her head. Within seconds, she was out cold.

Meanwhile, Applejack had tried to figure out a way to help Rainbow and Pinkie. "Fluttershy! Get me up to Gilda somehow!"

"O… okay," the dryad pony muttered. "Um… how about this?" The tree next to Applejack lowered one of its branches and picked her up from the ground. The branch then pulled itself back like the arm of a pitcher at a baseball match.

Understanding the plan, Applejack nodded. "Gimme a good boost! Now let's knock that birdie out of the sky!"

"Okay… here we go," Fluttershy said, directing the tree to throw Applejack up into the air. In mid-air, AJ pulled out her trusty lasso, spun it around and threw it around Beast Bird's body.

"H-hey!" the gryphon protested. "What gives?"

The only response Applejack gave her was a sneer as she pulled her down with all her might. "Rainbow Dash, help me here!" she shouted.

"I'm on it!" the pegasus nodded as she flew back up and grabbed Beast Bird's tail with her mouth. Together, they tried to pull her to the ground, but it didn't quite work.

"She's too big and strong and stuff," Pinkie noted from down below. "They need some help." And then she had an idea. With a grin, she wiggled her nose, disappeared in a pink puff of smoke… and reappeared right above the surprised Beast Bird.

"SURPRISE!" she shouted as she fell, effectively pressing the gryphon down to the ground.

"We got her!" Rainbow shouted. "AJ, tie her up!"

"Not enough rope," Applejack shouted back. "She's bigger than a buffalo."

"Get off me!" Beast Bird roared as she thrashed around. She pulled against the rope and tried throwing Pinkie off her back. "I'll make you dweebs pay!"

"Allow me," Rarity smiled as she walked up to them. She picked up a rock, made it float upwards… and then dropped it on Beast Bird's head. With a groan, the gryphon's eyes spun around and then, she was knocked out.

At once, the manticore stopped struggling within the vines. The sea serpent blinked and looked around in surprise. "Oh my goodness!" he said. "What am I doing here? I've had this horrible dream that I was a corkscrew."

"Looks like they are back to normal," Fluttershy smiled. "Yay!"

"Those two controlled you with their powers," Applejack explained, pointing at the unconscious followers of Skeletor. "But ah reckon knocking them out stopped them from doing that to you."

"I'm horribly sorry!" the sea serpent said apologetically. The manticore also lowered his head in shame while Fluttershy freed him from the vines. With a cat-like mew, he gave her mane a lick.

"Don't worry now, though it is sad. This purple sun turns everyone mad," Zecora spoke up.

"Zecora?" Pinkie shouted, only now realizing that the zebra was there. "Whoah, you look almost like a parasprite."

"I really hope you are joking. Do not compare me with that thing," Zecora snorted.

Pinkie giggled. "Just kidding."

The zebra nodded. "Now I believe the time is right… to ask: Where is Twilight?"

"Twilight?" Rarity wondered as they all looked around. "Oh no! Where could she be?"


In front of Crystal Castle, the battle between Luna and Skeletor was coming to its conclusion. Luna had underestimated Skeletor's powers, and now her shield was slowly being pushed back by his energy beam.

"YES! I will succeed!" the skeletal stallion shouted. "Give up, Luna! I've already won!"

She grimaced. "N-not yet, my dear 'nephew'… as long as I'm standing here, you won't put one hoof into the castle of my parents!"

"Stubborn fool…" Skeletor grumbled. "My master gave me the power… Your sister is already sealed to the sun, unable to leave and locked in an eternal battle with the almighty Horde Prime… as for you, you will be banished too… TO THE MOON!" And with a sudden burst of power, his beam broke through the barrier and hit Luna. She let out one final gasp… before she disappeared.

Skeletor stared at the empty spot with disbelief. "I… I really did it?" he murmured. Then he laughed. "Of course! I did it! Hahahahaha! I banished Luna to the moon! Now I am king!"

What he didn't know was that instead of transporting Luna to the moon, all his spell had accomplish was to relocate Luna to the other end of the forest. When she reappeared, it took the moon princess a moment to realize where exactly she was. She then quickly flew up and back towards Crystal castle, as fast as she could.

"I hope I'm not too late…" she muttered. "Please, Twilight… if you have the sword in your hooves… save Equestria."

She flapped her wings even faster. She saw the castle in the distance… but she also saw another thing. At the far horizon, the morning sun was slowly rising up into the sky… and along with it, the comet.

Luna winced when the cursed sunlight shone directly into her eyes. "Noooooooo…" she shouted as her body changed shape… and as she felt her vocal chords transform, the shout transformed into the shrill screech of a bird.

And then it was over. There was no trace left of the alicorn Luna, the sister of Princess Celestia… instead, a lone falcon with blue feathers was flying over the trees, towards Crystal Castle.


Twilight didn't stop running. She ran through corridors and abandoned halls. She came past the chamber in which she and her friends had found the Elements of Harmony. She went on and found a spiral staircase leading down into the basement of the castle.

She stopped when she reached a massive stone door. It was bigger than her entire library. On its surface, she saw a colorful relief, showing two alicorns, surrounded by the Elements of Harmony… but they weren't Celestia and Luna. One was a dark blue stallion, in front of the moon, and the other a white mare with a fiery, red mane in front of the sun. She realized that those must be the parents of Princess Celestia.

She approached the stone door, and her element started glowing. At the same time, the Element of Magic that was pictured on the door was glowing, too. With a deep rumble, the door moved aside… revealing a dark chamber.

Twilight carefully walked inside. In the corner of the chamber, she saw several piles of treasure, gold and diamonds that were glittering in the light her element was giving off. But shining brighter than any of that was the amazing sword that was in the middle of the room. It was stuck in a giant pedestal made of dark marble. Its handle was decorated with the most beautiful gemstones, and its blade was longer than Twilight's entire body.

"The Sword of Magic…" Twilight whispered. "It is empowered by the Element of Magic and gives its wielder the power to protect Equestria… that's what Princess Luna said. But how can I use it? I'm just a regular unicorn… and not nearly powerful enough. I put an Ursa Minor to sleep… but a powerful sorcerer such as Skeletor… that's another story. I don't know if I can do it…"

'Believe in yourself, Twilight,' a gentle voice spoke up in her mind. 'Believe in yourself, your friends and the magic of friendship…'

"Princess Celestia?" Twilight gasped. But there was no response.

"All right," she murmured. "I can do this… if this is what it takes to save my friends and Equestria… then I will do it!" She stepped in front of the pedestal, took a deep breath used her magic to pull the sword out of the stone and raised it high above her head. "By the power of Canterlot!"

At this point, Twilight felt how all the magic that was a part of herself as a unicorn explode within her, amplified by the power of the sword and her own Element of Magic. Her mind was overwhelmed by the sheer possibilities that were now opened to her and she felt how her body stretched and grew, until she was the same size as Princess Celestia. Her horn grew long and slender and a sparkling harness of gold appeared around her chest. The burst of confidence within her heart and mind was so powerful that she let out a loud scream. She raised the sword even higher and yelled:

"I HAVE THE POWER!"