The situation was looking very bad right now. The Princess had gone missing before the Summer Sun Celebration could officially begin. To make matters even worse, an ancient villain of the past had resurfaced and was threatening to cloud the land in eternal night.

"Seize her!" Mayor Mare ordered the guards, "Only she knows where the Princess is!" The armor clad pegasi stallions charged at the dark alicorn spears ready. In response, Nightmare Moon's horn lit up in a dark blue aura, casting a shockwave spell around herself. This defensive spell knocked the charging guards away from her, sending them sprawling across town hall.

"You think you can overpower me?!" Nightmare Moon proclaimed in a booming voice, "You will pay for your insolence!" Her horn began emanating a sinister black fog that spread across the room. Standing near the mist created an uneasiness for the ponies. Sora felt a pit in his stomach, the fog was creating within him a feeling he was familiar with, "Now, rise my minions of darkness! Rise and strike fear into the hearts of these fools!"

From the ground emerged numerous creatures that were pitch black in color. Their hunched, bipedal forms gave them a slightly animalistic appearance. Completing the ensemble were sharp claws, twitching antennae, and glowing yellow eyes. The sudden appearance of these monsters frightened the ponies, all of them backing away as far as they could. Sora's pupils shrunk, catching a lump in his throat as the gravity of the situation substantially increased, "No... not them. How are they here?"

One creature appeared right in front of Twilight, petrifying her in fear. As the shadow reared it's claws to attack, the monster evaporated before her very eyes. The purple unicorn saw something slash the creature before it disappeared. Looking forward, what Twilight found was profoundly astounding—a pony wielding a giant key.

It's guard was gold with a black hilt. A blue piece connected the guard with the shaft, which was silver with teeth that outlined a crown shape. Hanging off guard was a chain ending with an emblem of three circles forming what seemed to be head with two large ears. Holding this key in his maw was none other than Sora, who stood ready for battle.

The malevolent creatures grew cautious of the pegasus, fearful of the weapon in his jaw. The caramel pegasus galloped into the fray, twisting his form to smack one of the monsters with a wide slash. He then jumped up and crushed the same monster with an overhead strike. The shadow creature dissipated into black mist from the impact, leaving no trace of it's existence. Sora continued hacking and slashing his way through the numerous enemies. For every monster he slew, another took it's place.

Sora held his keyblade with both his hooves and shouted, "Wind!" A miniature tornado formed around Sora, blasting the creatures high in the air with gusts of strong winds. Some were destroyed while others fell on the ground in a daze. The strong gusts launched Sora into the air. Glowing with a blue aura, the caramel pegasus slammed his weapon on a group of monsters, terminating them.

Everyone in the town hall was awestruck witnessing Sora's battle prowess, none more so than Nightmare Moon, who eyed the weapon in Sora's possession.

"He bears the mark," The dark alicorn muttered. Her shock evolved into a dastardly grin, "How very interesting."

Sora continued to slash away at the monsters with incredible speed and grace, and he showed no signs of slowing down. When a creature swiped at him, Sora blocked it not a second too soon. Most monsters didn't have a chance to attack. More monsters were appearing at a steady pace, but Sora wasn't fazed in the slightest. Holding his key with his hooves, Sora pointed the weapon at an adversary and yelled, "Fire!" A ball of flame shot from the key's tip and impacted into a monster with a fiery explosion.

Twilight was beside herself witnessing Sora's battle. He was casting magic spells. A pegasus who could use magic! Everything she understood about magic contradicted what she was witnessing. Paying close attention to Sora's movements, there was a purpose to every action he made, each step, each strike, each block. There was only one explanation as to how Sora was handling this threat with such ease: he's done this before.

Remaining was only one monster, which Sora destroyed with an overhead strike. Nightmare Moon cackled in delight after watching such a battle, "Well, that was an amusing distraction," She said, catching Sora's attention, "Resist all you want, but it will change nothing," Nightmare cackled even louder as she disappeared into tendrils of smoke, flowing outside.

"Wait!" Sora chased the tendrils to the outside of town hall. Unfortunately, the smoke was traveling too fast for him to catch up. Watching Nightmare Moon disappear into the night sky brought forth a wave of worry to Sora, "Nighttime? Forever?" He repeated Nightmare's words, understanding that he had a long mission ahead of him. He wasn't sure where to start, but there was somepony who might know what to do, and she was currently galloping to the library.

Spike lied drowsy on a small, pet sized, bed. His exhaustion was likely due to the party earlier. He sat up and sleepily proclaimed, "We've gotta stop Nightmare," Then he lied back down and fell asleep. Twilight used her magic to pull a blanket over the sleeping drake.

"You need your rest, Spike," she said sweetly, "You are a baby dragon after all," After making sure her assistant was well situated, Twilight began frantically searching through the books in the library, specifically something that could tell her how to defeat Nightmare Moon. Sora then burst through the front door, startling Twilight out of her search.

"There you are, Twilight!" Sora said, "Listen, we need to—wooaaaaah!" He was cut off when Twilight used her unicorn magic to grab hold of him and slam him against a bookcase. Many books fell down from the shelf, one of which landed directly on Sora's head, resulting in a long winded "Owwwwww!"

"Okay, Sora, spill it! Who are you? Better yet, what are you?" Twilight's interrogation only furthered Sora's current worry, "What was that giant key you were fighting with? What were you fighting? How did you use magic? Are you some sort of spy?" With a growl, Twilight leaned closer to Sora's snout. Thankfully, her interrogation was cut short when she was inexplicably pulled away; Twilight's magical lock on Sora dissipated soon after.

"Simmer down, Sally," Spoke Applejack. She and the other mares entered the library soon after Sora had. The farm pony used her teeth pull Twilight's tail when she saw the unicorn seemingly threatening Sora, "He ain't no spy. But he does seem to know about them monsters," Sora looked over the mares giving him expecting glances. He sighed in defeat, seeing no other way out of this situation.

"Okay, I guess I owe you all an explanation," Sora conceded, lifting his right fore-hoof, the giant key appearing in the hoof's—grasp? "This is called a Keyblade, a mystical weapon that grants it's wielder amazing powers," Everypony took note of the keyblade's sleek appearance.

"Is that how you were able to cast magic," Twilight inquired, "Because of this 'Keyblade?'"

"Yeah," Sora answered, dismissing his blade, "The Keyblade is an ancient weapon that chooses it's wielders and gives them the power to open any lock," The mares in the room took a step back from this newfound knowledge, the fact that Sora could gain access to anything triggered many red flags. Sora noticed their reactions and immediately waved his hooves in defense, "But don't get the wrong idea! I only use that power when I absolutely have too."

"Alright," Rarity spoke, "But what were those ghastly creatures you fought?"

"Those were the Heartless, monsters of darkness without hearts. They go around looking to steal hearts from other peo—I mean ponies. If they manage to steal your heart, you'll turn into one of them," Sora's explanation brought forward a cloud of worry among his audience.

"T-they'll steal our hearts?" Fluttershy fell down on the floor and covered her head with her hooves, "I don't want to lose my heart!" She began shaking uncontrollably, teeth audibly chattering.

"But they didn't seem that tough," Rainbow said in her cocky attitude, "I bet I could take 'em."

"Those were just grunts," Sora tried to dissuade Rainbow, "The Heartless I fought were called Shadows. There are other kinds of Heartless, each one deadlier than the last. You can't just go around picking fights with them. I'm able to fight them off because the Keyblade is their greatest weakness."

"But how was Nightmare Moon able to control them?" Twilight asked.

"The Heartless usually take commands from those with alot of darkness in their hearts. But they'll turn their backs on their masters the first chance they get," Sora then looked to the floor in deep thought, "But I have no idea how Nightmare knew about the Heartless."

"Speakin' of Nightmare Moon," Applejack changed the subject, "What are we suppose' to do about her?" All eyes were now on Twilight, who felt uncomfortable being the center of attention, but she felt it important to explain what she knew.

"I studied all about the legend of the Mare in the Moon," Twilight responded, "Apparently some mystical artifacts known as the Elements of Harmony defeated her over a millennia ago, but I don't even know where to start looking!"

Sora glanced down towards the book that smacked his head earlier. The title of the book was incredibly interesting, "Hey, is this what you're looking for?" Sora picked up the book and presented it to Twilight. The unicorn in question took the tome with her magic and read the title.

"'Elements of Harmony: a Reference Guide.' Where did you find this?" She asked in bewilderment.

"Uh... I think it was under 'E,'" Sora answered, glancing at the shelves.

"Oh," Twilight, suddenly feeling silly for missing something so obvious, opened the book and skimmed through the pages to find what she was looking for, "Here it is. 'There are six Elements of Harmony, but only five are known: Kindness, Laughter, Generosity, Honesty and Loyalty. The sixth is a complete mystery. It is said, the last known location of the five elements was in the ancient castle of the royal pony sisters. It is located in what is now—'"

"The Everfree Forest!" The mares announced with dread, now standing near the edge of a thick forest entangled with vines and other sorts of foliage. The atmosphere of the area was very oppressive, filling the ponies with a sense of dread

Pinkie on the other hoof was excited, "Whee! Let's go!"

"Not so fast," Twilight trotted forward, "Look, I appreciate the offer, but I'd really rather do this on my own."

"It's not safe, the heartless are probably in there," Sora trotted ahead of her, "I can't let you put yourself in danger. I'll go," Twilight let her jaw drop. That wasn't the laid back pegasus she met today who said that. Maybe her previous evaluation of Sora was incorrect, that he wasn't just some dumb colt.

Now it was Applejack's turn to trot up in front, "No can do, sugar-cube," she said to Sora, "We sure ain't lettin' any friends of ours go into that creepy place alone," Twilight wilted at the mention of the word friends, "We're stickin' to you like caramel on a candy apple," the five mares entered the forest, leaving behind Sora and Twilight. The caramel pegasus followed, a look of worry planted on his face. Twilight wore a similar look. She was stuck in the exact scenario she didn't want to be in. With a woeful sigh, the purple pony entered the forest.

"So, none of you have been in here before?" Twilight asked the group. They had made some decent headway within the forest. Twilight wanted to get some more clarity regarding their current environment as the group trotted across the top of a tall cliff.

"Ugh, heavens no! Just look at it, it's dreadful," Rarity answered with disgust, noting all of the thick foliage and large patches of moss.

"And it ain't natural," Applejack added, "It don't work the same as the rest of Equestria."

"What do you mean?" Sora asked, wondering what constituted as 'unnatural' in a place where the weather can be controlled.

"Nopony knows. You know why?" Rainbow Dashed said in an exaggerated spooky voice, menacingly trotting towards Rarity, Fluttershy and Pinkie Pie.

"Rainbow, quit it," Said an unamused Applejack.

Rainbow ignored the orange mare and continued on with her scary act, "'Cause everypony who's ever come in has never come out!" She stretched out her fore-hooves as Rarity, Fluttershy and Pinkie all yelped in fright. Then from behind Rainbow emerged a truly terrifying sight.

"Heartless!" Sora summoned his keyblade and immediately battled the small but deadly monsters. As he hacked and slashed through the heartless, throwing an occasional magic spell to keep them at bay. Many more Shadows emerged, far more than what appeared at town hall.

While Sora was more than capable of batting many Shadows at once, he couldn't cover all his bases as one Heartless lunched at Sora without him realizing. The Shadow almost connected a swipe at Sora, almost being the key word. Rainbow Dash dove into the Shadow at high speeds, the impact dissipating it into mist. Sora turned his head around to see, much to his horror, that the cyan pegasus had entered the fray.

"Rainbow Dash, get away from them!" Sora warned her, swinging at another Shadow.

"Not a chance! I'm not letting you have all the fun!" Rainbow proclaimed with a smirk, uppercutting a Shadow into the air. She then grabbed hold of the monster's leg and slammed it back into the ground. The creature dissolved on impact.

Sora wasn't comfortable with it, but he allowed Rainbow Dash to join the fight. Sora jumped in the air and brought his keyblade down on a Shadow, destroying it in an instant. Sora and Rainbow continued their melee, but more Shadows kept emerging from the ground.

"Hold on, Ya'll!" Yelled Applejack, tossing a lasso and ensnaring three Shadows with it. She tugged on her rope to yank the monsters closer to her, delivering a powerful buck that sent them flying across the cliff face. Two of them dissipated while the survivor rolled on it's back in a dizzy trance. It didn't have time to recuperate as Sora slashed downwards on it.

Portals of darkness briefly appeared around the ponies, bringing forth a new kind of heartless. These were taller than the Shadows, clad in a blue body suit and silver cuffs on their fore-hooves. On it's chest was an emblem of a black heart with a three pronged tip and barbs in the middle, all outlined in red. They also wore silver knights helmets that were designed with an open "mouth" and swirly eye decals. These heartless had the same pupil-less, glowing yellow eyes. But unlike the shadows, the newcomers had jagged mouths. Everypony took notice of these heartless, Sora in particular.

"That's weird. Soldiers don't usually look like ponies." Sora didn't have time to contemplate as the Soldiers clumsily charged into battle. One Soldier executed a spin kick that connected with Applejack's chest, emptying the air out of her lungs and sending her crashing into Rainbow. Another Soldier tried the same move on Sora. However, he skillfully side-stepped with a jump roll. As the Soldier landed, Sora jumped back towards his original position and cleaved the heartless with a hard slash, destroying it. When the Soldier dissipated, only one thing remained: a crystalline pink heart that floated up in the air before disappearing.

Applejack and Rainbow Dash recuperated from the Soldier's attack, rubbing their heads for support. Another Soldier appeared in front of the duo as they were recuperating. It would have spun itself at the two ponies, had a blueberry pie not impacted on it's face. The dazed creature of darkness shook the tin off to see Pinkie Pie with a comically large wooden hammer, which was bashed on the Soldier's head. The heartless now had it's head caved inside it's torso, losing all sense of direction as it stumbled in place. A well aimed fire spell from Sora put an end to it's comedy routine.

Fluttershy stood as far away from the battlefield as possible, laying down and covering her head for support. Rarity galloped to the cowering pegasi and held her up straight.

"Fluttershy!" Rarity said, "Pull yourself together!" Another portal of darkness appeared next to the two mares. Another new heartless appeared; it was similar in it's appearance to the Soldiers, but it was far larger. On it's fore-hooves were large metal cuff with broken chains attached to each, almost insinuating that this heartless broke out of imprisonment. Fluttershy shrieked in fear as the large heartless lethargically raised a hoof with the intent to strike the two ponies. Rarity managed to push herself and Fluttershy away from the gigantic hoof as it swung at nothing.

Rarity gritted her teeth and charged towards the massive heartless. She leaped into the air and performed an impressive spin kick—only for her to bounce off the heartless' stomach. The fashion pony fell on the floor in a heap just as the heartless was preparing another strike. Rarity felt her heart miss a beat as the monster began lowering its hoof, but Sora flew in and slashed it across it's back, sending it tumbling away.

Sora wasn't done with it yet. He pointed his keyblade at the Heartless, "Freeze!" An ice crystal blasted from the keyblade, creating a rail of ice that lead to the monster. The crystal impacted Heartless, freezing it in place. He jumped on top of the rail of ice, glowing in a blue aura as he slid towards his enemy. Sora jumped up and slashed the heartless with three rapid forwards slashes, breaking it out of its ice prison.

The heartless stood back up and glowed red, furiously stomping it's hooves in anger. The forceful stomping caused a fissure in the cliff face. The ground everypony stood on tilted, resulting in a large portion of the cliff face tumbling down. All but the large heartless and Sora were caught in the quake. The two pegasi mares flew up while the grounded ponies and heartless slid off towards a steep drop.

"Girls!" Sora yelled, worried for the well being of his friends. His attention was soon diverted when he noticed the big heartless sliding to him on it's belly. Sora quickly moved his keyblade in a defensive position. Miraculously, the caramel pony blocked the attack, even making the heartless stagger onto it's back. With a pounce, Sora dove towards the dark monster, keyblade ready to strike.

Back with the mares, Pinkie Pie, Applejack, Rarity and Twilight were sliding towards a drop. Rainbow, knowing what to do, looked towards Fluttershy.

"Fluttershy! Quick!" She said, racing towards Pinkie Pie. Rainbow grabbed hold of Pinkie's fore-hooves and lifted her into the air.

"Oh my goodness, oh my goodness," The yellow mare panicked. Flew towards a scared Rarity and bit down on her tail to slow her slide, something Rarity was not pleased about. Applejack bit down on a stray root to stop her tumble. Twilight wasn't so lucky, she continued to slid down the incline, desperately trying to latch onto something.

"Hold on! Ah'm a-comin'!" Applejack called, leaping forward and latching onto Twilight's fore-hooves just as the unicorn reached the edge of the cliff. Applejack had a stable grounding to keep her in place but she had no way to pull Twilight up without both of them falling down. The heartless that were on the cliff haplessly fell to their doom.

"Applejack!" Twilight began to slip, further increasing her current worry of plummeting to her death, "What do I do?" Applejack struggled to keep Twilight up. After looking up, Applejack's muscles eased.

"Let go," The farm mare said, looking Twilight in the eye.

Twilight could not believe her ears, "Are you crazy?" She retorted.

"No ah ain't," Applejack said sincerely, "Ah promise you'll be safe," But Twilight still didn't believe the earth pony.

"That's not true!" Twilight yelled hysterically, frantically trying to kick herself up, "You're lying!"

"Now listen here," Applejack firmly stated, "What ah'm sayin' to you is the honest truth. Let go, and you'll be safe," Twilight looked into Applejack's eyes. Those green eyes displayed such an earnest sincerity that denied any notion that she was lying. With misty eyes, Twilight decided to trust Applejack and take a leap of faith, or a drop of faith to be more accurate. The purple pony closed her eyes as she released her hold on Applejack's hooves, a blood-curtailing scream followed after. Twilight felt the air on her face reach turbulent levels, and the blood in her veins rush dramatically. Then she stopped falling, feeling somepony's hooves wrap under her's.

"Gotcha!" Rang a familiar male voice. Twilight opened her eyes to she she was floating above the ground, turning her head at her savior. It seemed that Sora had reached Twilight just at the nick of time, "That was close."

Twilight gave Sora a grateful smile before she caught sight of Applejack leaping onto and stone after stone on the cliff side to ground level. Applejack really wasn't lying. It seemed insane to trust somepony who was telling you to plummet off a cliff, but the orange wouldn't have said it was safe unless it was the honest to Celestia truth.

Sora placed Twilight on the ground with Fluttershy, Pinkie, Rainbow and Rarity; Applejack joined them soon after. As they recuperated, the seven ponies were unaware of a thick black smoke heading deeper into the forest.

"Good thing Sora was there to grab you," Rainbow Dash said to Twilight, "I was busy helping Fluttershy bring Rarity down."

"Sorry," The yellow mare spoke up, "I'm not used to carrying anything more than two bunnies."

"That was way too close!" Sora interjected, surprising the six mares. His tone of voice was a far cry from his usual mood. He was acting with concern and worry.

"Hey, we're alright, aren't we?" Rainbow Dash said.

"Just barely," Sora retorted, "The heartless could have taken away your hearts!" His voice grew far more despondent, "It isn't safe for any of you to be here. The heartless are way too dangerous. You were barely holding your own against them," He wasn't wrong. Rainbow and Applejack were tossed around and Rarity's attack didn't do anything against the giant heartless.

"Then tell us how to fight them," Rainbow Dash said, throwing Sora for a loop, "You're clearly the expert here, tell us what we should do against them. And don't tell us we should 'stay away from them!'"

Sora was stuck in a position that he found unfavorable, "But..."

"But nothin'," Applejack interrupted, taking off her hat to place it over her chest, "Look, sugar-cube, this ain't just yer rodeo. This whole 'eternal night' stuff involves all of us. Maybe yer better at fighting these heartless varmints than we are, but that don't mean ya should fight 'em by yerself."

"I agree," Rarity added, "You shouldn't try to do everything on your own, darling," Sora considered what they were saying. He knew from experience that having friends fight by his side gave him a better chance at victory.

"Okay, I'll tell you how to fight off the heartless," Sora relented, pursing his lips into a smile. Twilight began to take a deep dive inside herself. The others were talking to Sora, but she couldn't help but feel as though their words were aimed towards her. She wanted to embark on this quest on her own. Sora continued to speak, "So what do you—"

"Shh," Twilight silenced the stallion, "Did anypony else hear that?" The others primed their ears to detect any unknown sounds; sure enough, there was a rustling from the thick tree line. Whatever the commotion was, it was rapidly approaching. Out of the foliage leapt out a terrifying creature. It's general build was that of a fully grown lion with some added features. On it's back were large bat wings. In place of a regular lion tail was a large and seemingly venomous scorpion tail.

"A manticore!" Twilight yelled as the beast roared. Brandishing his keyblade, Sora stood ready for a fight, as did the others, aside from Fluttershy, "We have to get past him!" Twilight declared.

"Wait," Fluttershy softly tried to dissuade. Tried being the key word. Rarity and Sora galloped forward, the former kicking both her hind hooves into the manticore's snout.

"Take that you ruffian!" Rarity insulted. The beast, in retaliation, roared in Rarity's face. The pushback Rarity experienced from the roar (along with how her mane became frizzy) was enough to convince her to gallop away. Sora swung at the creature, only for him to block the strike with his paw. The manticore pushed back Sora, who skillfully landed on his hooves unharmed.

"Wait," Fluttershy said as Applejack leapt atop the beast's back.

"Yeehaw!" The farm mare began wrangling the manticore like he was an out of control bull. Once standing atop the creature proved to hectic, Applejack jumped off the manticore's back with a backflip.

"I got this," Boasted Rainbow Dash, zooming towards the manticore.

"Wait," Fluttershy requested—again, falling on deaf ears—again. Rainbow few circles around the manticore, creating a small multicolored tornado that was making the beast become dizzy. Having had enough, the manticore smacked Rainbow away with his tail. Thankfully, the stinger made no contact with the cyan mare, but it did send her flying away.

"Rainbow Dash!" Twilight called out to her acquaintance. She and Sora stood down the Manticore as he growled in ferocity. Scraping the dirt with their hooves with fierceness in their eyes, Sora and Twilight charged forward.

"WAAAAAAAAAIT!" Fluttershy screamed at a surprisingly high decibel, standing in Sora and Twilight's way. The two ponies couldn't help but stop in their tacks after hearing the shy mare raise her voice so much. Fluttershy slowly approached the wild beast, who lifted up his left paw to strike her.

"Fluttershy!" Sora yelled, rushing forward in concern for Fluttershy's safety. The yellow mare nuzzled the creature's right paw. Almost immediately, the manticore's attitude shifted. No longer was he growing and being antagonistic, now he was whimpering in distress like a hurt child.

"It's okay," She affectionately comforted the beast. In response, he opened up his left paw. Lodged in his palm a pitch black thorn. Fluttershy gently stroked the manticore's paw, "Oh you poor baby."

"Oh, that's why you're so cranky," Sora dismissed his keyblade and hovered over the manticore's paw, "This is gonna hurt just a little bit," He bit down on the thorn and swiftly pulled it out.

"Oh no!" Twilight screeched—for nothing. The manticore was licking Sora and Fluttershy in gratitude. The two pegasi giggled in delight from this display of affection. Fluttershy's long wavy mane curved upwards from all the licks she was getting; Sora's remained how it was.

"You're just a big softie, aren't you?" Sora said through his ticklish laughter. The manticore put the pegasi down and went about his merry way.

"Hey, Fluttershy," Sora addressed the soft-spoken mare, "How did you know about the thorn?"

"Oh, I didn't," She replied, earning her a look of shock from Sora, "We all just need a little kindness sometimes."

Twilight listened in on Sora and Fluttershy's conversation, smiling at the yellow mare's reasoning. She was the only one who thought to quell the beast rather than fight it. Her first instinct was compassion.

After their encounter with the manticore, the group trekked forward deeper into the forest. Along the way, Sora told the mares the basic strategies of how to handle the heartless they'd seen so far. Shadows like to swarm their enemies and slither around the field, but they are relatively weak so the best tactic is knowing where they are at all times. Soldiers are quick but very clumsy. Once they attack, they are wide open. The Soldiers are relatively weak otherwise. The big heartless on the cliff was called a Large Body. Large Bodies are hulking brutes that are immune to frontal attacks. Once it takes enough damage, it will enter a berserk state and attack with reckless abandon. Large Bodies are to be fought with extreme caution.

Now the seven ponies reached a thick canopy, a place where their vision was becoming severely limited.

"I can't see a thing," Sora noted, accidentally bumping into Rarity, "Oops, sorry," He could still see the leer she gave him even in the darkness.

"That ancient ruin could be right in front of our faces and we wouldn't even know it," Twilight said, hardly knowing which direction she was going. The environment grew darker as the seven continued on, so much so that the

"Ah think ah stepped in something," Said Applejack, feeling something mucky touch her hooves. Fluttershy then shrieked in fright, "Relax, it's just mud," Then the farm mare saw dozens of glowing yellow eyes, making her yelp in fright.

"Heartless!" Sora instinctively brandished his keyblade and hardened his gaze at the yellow eyes. Looking to his left, he found even more heartless hiding in the shadows. The mares and stallion looked in every which direction, finding no possible way of escape. The mares quickly grew frightened seeing this many enemies. Wherever they looked, there were heartless hidden within the darkness of the forest. He began growing nervous; he could probably take them all on, but the added responsibility of protecting the girls might prove too much, they were too petrified in fright to do anything. The overall low visibility of the area wasn't helping matters either, "There's no way I can fight like this." His anxiety was put on hold when he saw Pinkie Pie making silly faces at the Heartless, that was something Sora didn't see coming.

"Pinkie Pie! What are you doing?! Run!" Twilight screamed, worried that Pinkie might lose her heart to the unseen swarm surrounding them.

"Oh Twilight, don't you see?" Then another thing happened that Sora didn't see coming. More accurately, he didn't expect to hear it.

[Pinkie Pie]
When I was a little filly and the sun was going down...

"Wait, is she really..?" Sora asked, unable to comprehend what was happening.

[Pinkie Pie]
The darkness and the shadows, they would always make me frown...

"She is," Twilight answered. Pinkie Pie was singing a random song with unseen instruments playing an upbeat tune. He turned his head every which way to find the source, but all he found were those yellow eyes.

[Pinkie Pie]
I'd hide under my pillow
From what I thought I saw
But Granny Pie said that wasn't the way
To deal with fears at all

"Then what is?" Rainbow asked.

[Pinkie Pie]
She said, "Pinkie, you gotta stand up tall
Learn to face your fears
You'll see that they can't hurt you
Just laugh to make them disappear."
Ha! Ha! Ha!

Pinkie's method of laughing at the numerous yellow eyes work, as a good number of them disappeared. It turned out the countless heartless hiding in the shadows were just after-images. The other six ponies all gasped in surprise. The knowledge that the terrifying swarm of heartless being nothing more than illusions made the entire situation seem humorous in hindsight.

[Pinkie Pie]
So, giggle at the ghostly
Guffaw at the grossly
Crack up at the creepy
Whoop it up with the weepy
Chortle at the kooky
Snortle at the spooky
And tell that big dumb scary face to take a hike and leave you alone and if he thinks he can scare you then he's got another thing coming and the very idea of such a thing just makes you wanna... hahahaha... heh...

Laaaaaaaaaaaaaaaaaaaaaaaaaaaaaaauuuugh!

Taking Pinkie's advice, everypony laughed at the "heartless," making them disappear and restoring some semblance of vision within the tree line. Sora felt a great deal of catharsis laughing at heartless, even if they weren't real. At the end, they were all rolling on the ground in furious laughter.

Twilight was impressed with Pinkie. She had shown that there was always room to smile, even in the darkest of circumstances. Sora still couldn't fathom how music was playing during her song. There was only one time in his life where he recalled a similar phenomenon.

Continuing onwards, the seven ponies exited the thick canopy to find themselves faced with a wide raging river that blocked the path forward to the castle.

"How are we gonna cross this?" Pinkie Pie said, noting how wild the water was.

"Easy, we'll just fly everypony over," Rainbow Dash answered, lifting herself into the air. Sora did think it was a good idea. He was ready to pick somepony up, but the sound of a distraught wail kept him in place.

"Hang on," Sora held a hoof up to his ear, "Did you hear that?" There was definitely someone crying in the distance. It was coming from the other side of a wall of bushes. The seven ponies climbed the bushes, only for their jaws to drop. The source of the crying was a large serpent with purple scales, lanky arms, an orange mullet with a matching long mustache; however, the right side of the mustache was cut off.

"What a world, what a world," He cried out in despair. It seemed as though he was inadvertently causing the river to flow wildly out of control.

"Excuse me, sir," Twilight addressed the sea serpent, "What's wrong?"

"Well, I was just sitting here, minding my own business, when these horrid bats with yellow eyes appear and attack me," Sora furrowed his brow. Those were heartless, "I swatted the foul beasts away, but... look at what they did to my beloved mustache," He began sobbing again, "I look absolutely horrid!" He wailed, slamming his head on the river bank, causing a large splash of water that drenched the ponies, much to their displeasure.

"Hey, watch it!" Sora scolded, shaking off droplets of water.

"You've gotta be kidding me," Retorted an irritated Rainbow Dash.

"That's what all the fuss is about?" Applejack seemed more bewildered than irritated, the only pony who seemed to really care about this serpent's woes was Rarity.

"Why, of course it is," The marshmallow pony addressed both Rainbow and Applejack, "How can you two be so insensitive? Oh, just look at him. Such lovely luminescent scales," She complimented.

"I know," The serpent responded gratefully.

"And your expertly coiffed mane."

"Oh, I know, I know."

"Your fabulous manicure."

"It's so true!"

"All ruined without your beautiful mustache," Rarity finished.

"It's true, I'm hideous!" The serpent resumed sobbing.

"It doesn't look that bad," Sora tried to calm him down, but the caramel pony wasn't even convincing himself with that.

"It most certainly does!" Rarity disregarded Sora's statement, hardening her stare in determination, "I will simply not let such a crime against fabulosity go uncorrected," Without warning, Rarity bit onto one of the serpent's scales and pulled it off.

"What did you do that for?" He asked. With a rapid head turn, the fashion pony sliced off her well groomed tail, leaving only a purple stump of hair. Everypony (and serpent) yelped in surprise after such an action.

"Rarity, what are you—" Twilight began, then she stopped herself once she understood what was happening. Rarity was meticulously tying her severed tail in place of the serpent's missing mustache.

"Oh-hohohoho! My mustache," He excitedly exclaimed, twirling his new mustache to get a feel for it, "How wonderful!" Rarity's tail didn't mesh well with rest of his appearance, though he didn't seem to mind.

"You look absolutely smashing," Rarity complimented.

"That was really nice, Rarity," Sora commended, then he said in a more somber tone, "It's a real shame about your tail though."

"Oh, it's fine, my dear," Rarity shrugged off, "Short tails are in this season. Besides, it'll grow back."

"So would the mustache," Rainbow Dash whispered to Sora, to which he punched her shoulder, "Hey, what was that for?"

"It's not about the gift. It's about what the gift means," Sora responded in hushed whispers. Twilight overheard that brief conversation, absorbing Sora's words. Rarity had nothing to gain giving up her tail to fix the serpent's mustache, but the act of giving was enough to lift his spirits.

"Hey look, the river's calmed down," Twilight was right. Now that the serpent had calmed down, the rapids were practically nonexistent, "We should be able to cross it now," She trotted through the river when she was lifted up by a scaly purple tail.

"Allow me," The serpent offered, using his form to create a pathway for the ponies, which they happily accepted. Sora was last to cross the river, taking time to address the serpent.

"Thanks for the lift," The caramel pegasus politely showed his gratitude.

"You're very much welcome. Bye bye," The serpent rode downstream, all the while appreciating his new mustache.

"Bye," Sora waved him farewell. As he joined the others, a thought occurred to him, "Aw man, we didn't get his name."

It was nothing but smooth sailing once the group crossed the river. They came up upon a clearing in the forest, finding dead ahead a ruin of a stone castle.

"There it is, the ruin of the Castle of the Royal Sisters," Twilight announced in excitement, "We made it!" She galloped forward to the ruins without much thought, leaving behind the others.

"Twilight, wait up!" Sora called out, chasing after her.

"We're almost there!" Twilight's peripheral vision failed to notice the gorge between her and the ruins. Her hinds hooves slipped over the edge, leaving her dangling over the edge, "Woah!" Twilight's breathing grew rapidly as she desperately tried to pull herself back up. She might have fallen off had Sora not grabbed hold of Twilight's hind-legs and pulled her back up, leaving her sprawled on her stomach.

"What's with you and falling off cliffs today?" Sora asked in amusement. Twilight lowered her face to a deadpan expression, there was that silly pegasus she met today. That silly pegasus took note of two wooden pikes on each side of the gorge. There was rope tied to the two pikes on the group's side

"Hang tight, I'll get the bridge back up," Rainbow Dash offered, flying down to where the rope bridge originally disconnected. She bit down on the rope and flew the bridge to the other side of the gorge. The fog grew as Rainbow tied the bridge to one pike.

"Rainbow..." came a mysterious voice, throwing the cyan mare off edge.

"Who's there?" She twirled her frame in the direction the voice was originating, standing ready for a fight.

"Rainbow..." There it was again.

"I ain't scared of you! Show yourself!" Rainbow demanded. From the fog emerged three ponies, a mare and two stallions flanking her sides. They all wore black and dark blue jumpsuits with yellow googles, white coats and windswept blue manes. The ponies approached approached Rainbow with an air of respect.

"Rainbow Dash," The mare announced, "We've been expecting you," Rainbow let her guard ease up.

"Me? Why me?" She inquired.

"We've been waiting for the best flier in all of Equestria to arrive," The mare feed to the cyan pony.

"The best flier in Equestria? Me?!" Rainbow had great trouble containing her excitement, but she held it back with her usual cocky demeanor, "I mean... Oh yeah, me. Hey, uh, you wouldn't mind telling the Wonderbolts that, would ya? I've been trying to get into that group for like, ever."

"No, Rainbow Dash. We want you to join us, The Shadowbolts. We're the greatest aerial team in the Everfree Forest, and soon we will be the greatest in all Equestria. But first, we need a captain," The Shadowbolts circled Rainbow Dash as the mare continued, "The most magnificent—Swiftest—Bravest flyer in all the land."

Rainbow Dash could feel her ego swell listening to the Shadowbolt leader, and the former was loving it, "Yep, it's all true."

"We need... You," The Shadowbolt leader whispered into Rainbow's ear.

Being the captain of an arial flight team with a cool name sounded like a dream come true for Rainbow Dash. So much so that she flew in the air with a cheer of joy, "Alright, sign me up. Just let me tie this bridge real quick and then we have a deal," She went to tie the bridge to the other pike, but the Shadowbolt leader pushed herself into the cyan pony's face.

"No! It's them or us," She venomously stated, eyes beginning to glow.

"Rainbow,! Twilight called out from the other side of the gorge. She and the others were still waiting for Rainbow Dash to fix the bridge, "What's taking so long?" A break in the fog revealed Rainbow conversing with the Shadowbolts, "Wait, what's going on?"

"Nothing good," Sora stated, flew into the air with the intention of helping Rainbow. However, the fog grew even thicker than before, completely obscuring the caramel pony's vision, "Rainbow Dash, don't trust them!"

Rainbow heard Sora's voice, pivoting her head in an attempt to find him through the thick fog.

"Well?" The Shadowbolt leader asked with a devilish smile. Rainbow contemplated for a brief moment. There was only one clear answer in her head.

"Sorry, no deal," the cyan mare cockily responded, tying the bridge to the second pike. The Shadowbolts dropped their jaws in shock. The fog was starting to dissipate, giving Sora a clear view as to where Rainbow was. The Shadowbolts, trembling in anger, dissipated into orbs of darkness, re-emerging as Soldier heartless.

Without a hitch, Sora summoned his keyblade and dive bombed the middle Soldier, releasing the pink heart within. The remaining two Soldiers spun towards Rainbow Dash, but she swiftly dodged to the left, leaving the heartless dangerously close to the edge of the cliff. Seeing an opportunity, Rainbow spin kicked the two soldiers into the gorge, where they disappeared under the floor of fog.

"Nice work, Rainbow!" Sora complimented, pumping his hoof.

"Didn't even break a sweat," Rainbow cockily remarked. She had done far better against the Soldiers now that she knew how to take care of them, "The bridge is up!" She yelled over to the others, who carefully crossed the aged planks.

"You had me worried for a moment," Sora admitted as the other mares made it to the other side of the gorge.

"Those losers asked me to leave you guys to join their group, but I wasn't having it. I'd never leave my friends behind," Twilight didn't wilt at the mention of the word friend this time. She was touched by Rainbow Dash's dedication to those she values. Now wasn't the time to be sentimental, their goal was now within their grasp.

"Come on," The purple unicorn said, "The Elements of Harmony are just ahead," She led the way with the others following close behind. Unbeknownst to the seven friends, a black tendril of smoke followed behind.