"Sweet Celestia, what is that smell?!" Rainbow gagged, fanning the air in front of her nose.

Gandalf rolled his eyes. "It's a troll hoard. Be careful what you touch."

The group had found the large cave in the hills not far from where the trolls had kept them prisoner. It hadn't been hard to find - the stench was likely evident for at least a mile around. Most of the ponies, Rarity especially, had expressed concern about going towards the hoard, but Gandalf had told them that it would be worth it to at least see what was in there. Trolls, he explained, like dragons, were known to gather up anything that caught their interest. Most of it would likely be worthless odds and ends, but there was a chance that money, weapons, or artifacts might be there as well.

Sure enough, as the Company's eyes got adjusted to the gloom, they saw the gleam of gold from one of the corners of the cave. Mindful of where they were stepping, several of the dwarves made their way over to the corner, where they found a small mound of gold coins and gems. Bofur smiled. "Seems a shame to leave it lying around. Anyone could take it."

Spike licked his lips. "I'm sure we could find a... better use for it."

"Agreed," Gloin nodded. "Nori? Get a shovel."

While most of the dwarves were occupied with the treasure, Thorin had his eyes set on a very different prize. His eyes widened as he appraised several swords covered in cobwebs in another corner of the cave. "These swords were not made by any troll," he mused. Gandalf approached, and Thorin handed a longsword to the wizard, who looked it over.

"Nor were they made by any smith among men," Gandalf said, pulling the sword from its sheath. "These were forged in Gondolin by the high elves of the First Age."

Rainbow blew a raspberry upon hearing the word "elves," and Thorin began looking at the short sword he was holding as if it had insulted him. "Elf swords?" Rainbow spat. "Figures they'd be here with the rest of the garbage."

Gandalf glared at the pegasus. "You could not wish for a finer blade."

Thorin made to put the short sword back, but then changed his mind. Pulling it from his sheath, he looked it over. Even after whatever had transpired to bring the sword into the hands of trolls, it had not lost any of its beauty, nor its cutting edge. He shook his head. At the very least, he could likely put it to better use than any elf.

Twilight and Starlight started making their way back towards the entrance of the cave, having filled their saddlebags with some old items that they had thought worth keeping, when Twilight noticed Spike munching on a handful of gems and several of the other dwarves burying a small chest they had filled with gold. "Uh, what are you guys doing?"

Óin smiled at her. "We're making a long-term deposit!"

"Yeah, for when we come back after we get Erebor back for the dwarves!" Spike chimed in, his mouth still full. Twilight rolled her eyes.

"Let's get out of this foul place," Thorin said as he walked back past them. Twilight made to follow when she felt her hoof brush up against something. Looking down, she scraped away the dirt and leaves on the ground to reveal the hilt of a small blade. Gandalf strolled up next to her and examined the weapon.

"Another elf blade?" Twilight asked.

Gandalf nodded. "Looks like it." He picked the small blade up.

"Bilbo?" Gandalf called as the Company emerged from the troll den, anxious to get some fresh air.

Hearing his name, Bilbo walked over to the wizard, who held out the knife that Twilight had found.

"Here, this is about your size."

Bilbo gingerly took the weapon and looked it over for a moment before shaking his head. "I can't take this."

"The blade is of elvish make, which means it will glow blue when orcs or goblins are nearby."

Bilbo sighed. "I have never used a sword in my life."

"And I hope you never have to. But if you do, remember this. True courage is about knowing not when to take a life, but when to spare one."

At that moment, a loud thud came from somewhere out in the forest. "Something's coming!" Thorin shouted.

"Stay together!" Gandalf shouted, drawing his new sword. "Hurry now! Arm yourselves!" The dwarves and Equestrians all readied their weapons, prepared their magic, or got ready to fight as they cautiously made their way over to where they had heard the noise. Bilbo remained behind, slowly pulling his new weapon from its sheath and looking it over. It would seem the time for sneaking around campfires in the dark was truly behind him, now.

Fluttershy trembled behind the rest of the Company as they stood in a clearing in the forest, the sounds of something large, heavy, and fast making its way toward them. She didn't know if it was more of those trolls, orcs, or even the dragon, or perhaps something else even more terrifying, but she was anxious to be anywhere that it wasn't.

Whatever she was expecting to see, however, couldn't have been further from what finally emerged from the underbrush - an old man of height and build similar to that of Gandalf, clad in brown robes and a large, floppy brown hat, with a tangled mess of long brown hair and a brown beard, with wild brown eyes, riding on a brown sledge pulled by large brown...

"Bunnies?" Fluttershy muttered in confusion.

"THIEVES!" the old man shouted as the sledge came to a stop. "FIRE! MURDER!"

Gandalf sighed in relief, putting his sword away. "Radagast! It's Radagast the Brown!"

Fluttershy perked up upon hearing that name, remembering what Gandalf had told her about the other wizard.

"Well, what on earth are you doing here?" Gandalf asked as he walked up to the sledge. The dwarves and other Equestrians remained on guard, not sure what to expect.

Radagast sighed. "I was looking for you, Gandalf. Something's wrong. Something's terribly wrong!"

"Yes?" Gandalf asked.

Radagast opened his mouth to say something, only to suddenly pause. He seemed to remember what he was going to say, but again it slipped away. "Just give me a minute," he said. Bilbo, the dwarves, and the ponies looked among themselves, confused. "Oh, I had a thought, and now I've lost it! It was right there on the tip of my tongue!" Radagast smacked his lips before realization dawned on him. "Oh! It's not a thought at all!" he laughed. "It's a silly old…" He stuck out his tongue, Gandalf plucking something from it. "...stick insect!"

The Company gave each other odd glances. "Man, and I thought Gandalf was out there," Rainbow whispered.

Gandalf handed the stick insect back to the other wizard, who placed it in his hair. He and Gandalf walked a short distance away. As they did, however, the stick insect took flight and flew over to where Fluttershy was standing.

"Oh, hello there, little fella," Fluttershy smiled, extending her hoof. The insect landed on the hoof. "How are you?"

Suddenly, a strange feeling washed over Fluttershy. She blinked, and as she opened her eyes, she found herself alone. The rest of the Company and her friends had vanished. She was standing in another forest, similar to where she had been only moments before, but clearly not the same place.

Hearing someone coming, Fluttershy, confused and frightened by what was happening, took cover. She watched as Radagast, looking around frantically, ran past her. Suddenly, the brown-clothed wizard bent down and picked up some leaves covered in a black, sticky substance. "Oh, not good. Not good at all," he muttered to himself.

"Mr. Radagast, sir?" Fluttershy asked, stepping out of hiding. Radagast gave no indication that he had heard her, running deeper into the woods. "Wait! What's going-" Fluttershy made to follow, only to gasp and step back as she saw a fox laying at her hooves, completely still. It only took a few moments before she recognized that the poor thing was dead.

Feeling ill, Fluttershy stepped over the fox and continued after Radagast. She hated to leave it, but it was beyond help now, and she needed to know what had happened to the rest of the Company. Not far from the fox, she came upon two rabbits, also dead. Her heart sank, thinking of Angel at home. She continued on, finding Radagast plucking a mushroom from the base of a tree. He sniffed it, groaned, and placed it in a bag he was carrying, and continued on, Fluttershy following. He stopped again near a tree with a large chunk taken out of the trunk, the wound covered in the black substance. Radagast picked some of the substance up with his finger and examined it, then whistled.

At Radagast's call, a bird flew up and chirped back to him. Radagast took off his hat, revealing a large bird nest sitting in his hair. Another bird joined the other and landed on the nest, Radagast placing his hat back on his head before looking to the side. "Oh, no! Sebastian!"

Fluttershy followed his gaze, gasping as she saw a hedgehog laying on the ground. Unlike the other animals, however, Sebastian was still very much alive, though he was rolling around in agony, gasping for breath and moaning. Radagast gingerly picked up the small creature and cradled it in his arms.

"What's wrong with him, Mr. Radagast? Can I help him?" Fluttershy asked, reaching out to touch the wizard and get his attention. However, her eyes went wide as her hoof went right through the man, who paid her no heed. Realization dawned on her. Whatever was happening, it was like when she and her friends had first been transported into the book. Except now, she was forced to endure this horrific vision alone.

Radagast suddenly took off running through the forest again, Fluttershy following. Even if she wasn't able to help, she needed to know that Sebastian was going to be alright. She HAD to know he was going to be alright.

Finally, Radagast arrived at a small, wooden house built into the fork of a large tree. Fluttershy was again reminded of her own cottage back in Equestria, not too different from this little house. Inside, she watched as Radagast placed the hedgehog on his table and took some sort of herbal medicine, dipped a spoon in it, and tried to give it to Sebastian. However, the hedgehog refused to drink any of it, despite Radagast's efforts. Radagast threw the spoon aside and looked through his other medicines, gathering them up.

Other hedgehogs crawled up on the table, gathering around their fallen fellow. Radagast noticed them. "Move back! Give him some air, for goodness sake!" he shouted. The other hedgehogs obeyed, and Radagast tried to administer other remedies for the writhing hedgehog. He tried to get Sebastian to eat some herbs, blew some sort of sweet-smelling smoke over the animal, rubbed some kind of ointment on him. Fluttershy's heart sank deeper with each failed attempt.

"I don't understand why it's not working!" Radagast finally said, exasperated. "It's not as if it's witchcraft!" Suddenly, he froze, a grave look on his face. "Witchcraft…" he said again, turning to look at Sebastian. "Oh, but it is… a dark and powerful… magic…" A noise outside caught the attention of both Radagast and Fluttershy. The pair watched in transfixed horror as some kind of large shadow approached the house with heavy footfalls. As it reached the hut, it began to climb up, shaking the room with each movement. Another shadow approached, and another, and another. They chittered in a strange way, unlike anything Fluttershy had heard before. Radagast hurriedly placed a chair under the door, blocking it off against whatever malign force was out there.

Suddenly, soft coughing from the table drew the pair's attention back to Sebastian. The unfortunate hedgehog shuddered a few times and then fell still. "No… no…" Fluttershy gasped, on the verge of tears.

Radagast, however, wasn't done yet. As the room continued to shake from the unknown creatures clambering on top of the house, Radagast went over to his staff and pulled a blue crystal from its tip. Loud squeaking sounded as droves of mice ran out of the walls, scared from their hiding places by the strange intruders. Ignoring them, Radagast picked up Sebastian in his arms and held the crystal over his lips, beginning some kind of incantation. As he continued, he crossed his eyes, seeming to go into a trance. Large, spindly legs began to break through the roof. Fluttershy huddled close to Radagast. A dark shadow poured out of Sebastian's mouth and into the crystal, staining the blue gem pitch black. Radagast continued to chant, his voice taking on an unnatural, deep, sinister tone.

At last, everything went still. Sebastian opened his eyes and began to squeak. Radagast came out of his trance and looked down at the hedgehog. Fluttershy breathed a sigh of relief. Sebastian looked none the worse for wear, happy and healthy again. The three looked out the windows, seeing the shadows creeping down off the house and moving away.

Radagast got to his feet and moved the chair away from the door, stepping outside. Hesitantly, Fluttershy followed him. The pair went behind the house, watching as the large shapes moved away deeper into the forest. "Where on this good earth did those foul creatures come from?" Radagast whispered. Suddenly, a robin flew up to him, chirping urgently. "The old fortress?" Radagast asked. The bird chirped again. Radagast's face grew stern. "Show me."

Fluttershy blinked again, and again, she was standing among the Company. Twilight noticed her gasp and looked at her, concerned.

"Are you alright?" Twilight asked.

Fluttershy embraced her friend, sobbing hysterically.

"The Greenwood is sick, Gandalf," Radagast told the other wizard, who was smoking a pipe thoughtfully. The pair had moved away from the Company to talk in private. "A darkness has fallen over it. Nothing grows anymore. At least, nothing good. The air is foul with decay. But worse are the webs."

"Webs?" Gandalf asked, raising an eyebrow and turning to look at Radagast. "What do you mean?"

"Spiders, Gandalf," Radagast frowned. "Giant ones. Some kind of spawn of Ungoliant, or I am not a wizard. I followed their trail. They came from… Dol Guldur."

"Dol Guldur? But the old fortress is abandoned."

Radagast shook his head somberly. "No, Gandalf. 'Tis not. A dark power dwells in there, such as I have never felt before. It is the shadow of an ancient horror. One that can summon the spirits… of the dead. I saw him, Gandalf. From out of the darkness… a Necromancer has come." Radagast shuddered as he remembered his terrible experience in the old, ruined fortress. "Sorry."

Gandalf cleaned the stem of his pipe with his beard. "Try a little Old Toby. It'll help settle your nerves." He offered the pipe to Radagast, who accepted gratefully. He took a deep puff off the pipe, his eyes crossing. "And out," Gandalf instructed. Radagast breathed out, smoke billowing out through his nostrils. He smiled as he enjoyed the pipe-leaf. "Now, a Necromancer?" Gandalf asked, getting the wizard's attention again. "Are you sure?"

Radagast took a large object out from his cloak, wrapped in cloth. He handed it to Gandalf, who hesitantly took it. He undid the bundle and removed the cloth, his eyes going wide. He looked back at Radagast. "That is not… from the world of the living…" the Brown Wizard whispered.

Suddenly, a loud howl sounded from somewhere in the forest close by. All eyes went to where it had come from. Twilight furrowed her brow, Fluttershy having just finished relating her vision. "Was that a wolf?" the unicorn asked. "Are there wolves out there?"

Applejack stiffened at the mention of wolves.

"Wolves?" Bofur spoke up, holding his mattock close, his face grim. "No, that is not a wolf."

Suddenly, a growl came from behind the Company, who turned just in time to see a large, brown, canine creature springing for them, razor-sharp fangs bared. It pounced on Fluttershy, who shrieked in terror. Quick as lightning, it went for her neck… but Thorin was faster, hitting the beast in its own neck with his new sword. Suddenly, another creature, the same as the first, sprang out from the trees behind Thorin. This time, Twilight was ready, firing a bolt of magic at the creature before it could strike. The monster collapsed, stunned, but before it could get up, Dwalin struck it on the head with his maul.

Thorin removed his blade from the first creature's throat, helping Fluttershy out from under the beast. "Warg scouts!" he spat. "Which means an orc pack is not far behind!"

Bilbo's eyes went wide. "Orc pack?!" he asked, still remembering the stories from the other night.

"Who did you tell about your quest, beyond your kin?" Gandalf asked Thorin urgently.

Thorin glared at him. "No one."

"Who did you tell?!"

"No one, I swear! What in Durin's name is going on?!"

"You are being hunted," Gandalf said. The dwarves and ponies all looked at each other, fear written all over their faces.

"We have to get out of here," Dwalin said.

"We can't!" said a voice from above. Everyone looked up to see Nori and Bifur coming down the rocks to join the Company. "We have no riding ponies!" Nori continued. "They bolted!" Another warg howled from nearby, the Equestrian ponies huddling close together.

"I'll draw them off," Radagast offered.

Gandalf looked at him, incredulous. "These are Gundabad wargs! They will outrun you!"

Radagast pointed his thumb at his sledge. "These are Rhosgobel rabbits." He smirked mischievously. "I'd like to see them try."

Not far from where the Company was, the forest opened up into a large field, broken every now and then by large rock formations. The howls of wargs echoed over the land as a large party of orcs and wargs, with the former riding on the backs of some of the latter, gathered at the forest's edge. The wargs sniffed the air, picking up the scent of dwarf and pony. The creatures charged in, ready to flush out their prey… only for a shout to their right to catch their attention.

Astride his sledge, his rabbits bounding over the grass as fast as the wind, was Radagast, whooping and hollering. Seeing him, the orcs and wargs took off in pursuit. Radagast looked over his shoulder at his pursuers, beaming widely. "Come and get me! Ha, ha!" he laughed.

Some distance away, Gandalf peeked around a boulder, watching Radagast and the orcs flying by. "Come on!" he hissed, motioning the rest of the Company to follow.

Twilight looked back as she and the others ran in the opposite direction of where Radagast was leading the orcs. She couldn't help feeling concerned for the eccentric old wizard, even though he had assured them that he would be fine. She grimaced as she saw more orcs and wargs come over the hills, joining the chase. One orc took a swing at Radagast with an ax, only to miss, his wild swing causing him to fall from his warg.

"Stay together!" Gandalf called, and Twilight rushed to join the rest of the Company. "Move!"

Radagast drove his sledge under a rock formation that curved over, making a small tunnel. He ducked under the low-hanging rock, the wargs continuing to snap at his heels. One orc, not seeing the obstacle until it was too late, collided with the boulder and was knocked from his steed.

The Company ducked behind another boulder as they watched the Brown Wizard and his pursuers pass. Despite his efforts, it seemed, Radagast was having trouble keeping the orcs a safe distance from the Company. "Rarity, no!" Thorin shouted, seeing the unicorn still running, unaware the others had stopped. He quickly reached out and grabbed her by the scruff of her neck, pulling her back to cover before she was spotted by the orcs.

"All of you, come on! Come on, quick!" Gandalf shouted, motioning to the Company.

Thorin looked back at Gandalf, suspicious. The wizard seemed to be guiding the Company to something, though he had not mentioned a specific destination. "Where are you leading us?" Thorin asked.

Gandalf said nothing, simply running after the others.

One of the orcs chasing after Radagast suddenly stopped. The wind had shifted, and he had caught the scent of something. He broke away from the pack.

The Company again took refuge behind a small hill, noticing the orc was above them, he and his warg sniffing the air. The orc drew his sword.

Thorin looked over to Kili, nodding to his bow and arrows. Kili nodded in understanding, slowly nocking his bow, then quickly jumped out and fired. The arrow struck the warg in the throat, the beast thrashing around and roaring. Another arrow hit its rider, who tumbled from his mount.

Unfortunately, the other orcs and wargs soon noticed the noise. They stopped and turned in the direction of the Company.

Grabbing his sword, the orc Kili had shot leapt to his feet with a snarl, lunging at the Company. Dwalin, Bifur, and Gloin were faster, beating the orc down with their weapons. The sounds of the struggle echoed over the plains.

"The dwarf-scum are over there!" the orc leader shouted to his fellows in Black Speech. "After them!"

Immediately, the orcs and wargs charged in the direction of the noise.

"Not good," Spike whimpered.

"Move! RUN!" Gandalf shouted.

The Company took off again, now with the orcs pursuing them directly. Rainbow flew up into the air to get a better vantage point, her eyes widening in horror as she saw the wargs closing in. "Here they come!" she shouted.

"This way! Quickly!" Gandalf ordered.

The Company started in the other direction, only to stop as they saw more orcs cresting another hill.

"There's more coming!" Kili shouted.

"We're surrounded!" Pinkie cried.

"Get together! Shoot them!" Thorin ordered.

Looking about, Gandalf suddenly spotted something he had been looking for - a group of black rocks in a pattern he recognized.

Kili shot another orc with his bow, Twilight and Starlight also firing on the orcs closing in around them with their magic. For every one that they took down, however, five more seemed to take their place.

"Where's Gandalf?!" Dori suddenly shouted.

Twilight looked back. True enough, the wizard had suddenly vanished without a trace.

"He's abandoned us!" Dwalin snarled.

"Now?!" Rainbow asked, flabbergasted. "He leaves now, of all times?!"

The orc leader slowly approached the surrounded party, holding a cruel-looking blade, a large, toothy grin on his face. Pinkie took out her party cannon and fired on the orc, he and his warg simply walking through the explosion of confetti as if nothing had happened. The orc cackled. Pinkie smiled sheepishly and backed away.

"Hold your ground!" Thorin said, drawing his new elven sword.

Suddenly, Gandalf popped up from behind the rocks. "This way, you fools!" he said.

Twilight turned to look at him, her eyes widening as Gandalf ducked out of sight again. The rock he ducked behind didn't look that big, but the wizard seemed to completely vanish from view behind it.

Twilight shook her head and ran towards the rocks. Thorin saw her and Spike, his face growing determined. He looked back at the others. "Quickly, this way! Everyone!" he shouted.

Twilight leapt over the rock, shouting in surprise as she suddenly tumbled down a smooth rock slide into a hidden cave. Spike tumbled after her, then Bofur, Bilbo, and Applejack.

"Go, go, go!" Thorin ordered. One by one, the dwarves and ponies leapt down the slide. Seeing its prey getting away, a warg charged in, only for Thorin to cut it down.

"Kili! Come on!" Rainbow shouted at the young dwarf, who continued to fire on the approaching orcs, covering their escape. Kili shot one last arrow, then turned and bolted towards the rocks. Rainbow darted out, grabbed him, then zipped down the slide with Kili in her front hooves. Thorin was the last to jump down.

The group prepared to fight any orcs who followed them, but just then, the blast of a horn pierced the air. The group heard the thundering of hooves approaching and the whistling of arrows at the top of the slide, along with the growls of orcs and wargs. One orc suddenly tumbled down the slide, the dwarves turning their weapons on him and Twilight and Starlight charging their magic. Gandalf pointed his staff at the orc, only to pause when he saw an arrow in the unmoving orc's throat.

Thorin pulled it out and looked at the arrowhead. He frowned. "Elves," he said, glaring at Gandalf.

"I cannot see where the pathway leads!" Dwalin shouted from further into the cave. "Do we follow it or no?"

"Follow it! Definitely follow it!" Rarity said, charging after him. The others followed after her.

"I think that would be wise," Gandalf smirked.

The Company made their way down the narrow path. Starlight looked up, seeing the sun shining through a large fissure. "This isn't a cave," she said in amazement. "It's a canyon."

At last, the path opened up, and the Company stepped out onto a cliff. They stopped, staring in awe at the sight below them. Ringed by waterfalls and cliffs covered in trees, glowing in the sunlight, was a beautiful group of buildings. They were elegantly shaped to follow the contours of the land, unlike any architecture made by ponies, dwarves, or men that the Company had yet seen. A feeling of peace and wonder seemed to radiate off of the area.

"The valley of Imladris," Gandalf said, smiling. "In the common tongue, it's known by another name."

Bilbo stared down at the valley, his heart soaring. He had read about this place before, but never thought he would ever see it in person. "Rivendell," he whispered.

Gandalf nodded. "Here lies the Last Homely House east of the sea."

Thorin and Rainbow were the only ones of the Company unmoved by the sight. Thorin turned to Gandalf. "This was your plan all along. To seek refuge with our enemy."

Gandalf shook his head, sighing. "You have no enemies here, Thorin Oakenshield. The only ill will to be found in this valley is that which you bring yourself."

"You think the elves will give our quest their blessing? They will try to stop us."

"Not if I can help it," Rainbow growled, smacking her front hooves together.

"Of course they will try, but we have questions that need to be answered. If we are to be successful, this will need to be handled with tact. And respect, and no small degree of charm." Gandalf looked between the dwarf king and the blue pegasus. "Which is why you two will leave the talking to me."

The Company passed over a stone bridge, a gentle stream passing under it; the soothing sound of the rushing water filled the Equestrians' ears. They passed in between two statues of elves wearing majestic-looking armor and carrying spears. Twilight stopped at the end of the bridge and took in the scenery. Even Canterlot had few, if any, places to match the beauty of Rivendell.

The group stopped in a courtyard at the bottom of a staircase, two sentries standing alert. Another elf walked down in between them, approaching the party. "Mithrandir!" he said.

Gandalf turned to the newcomer, smiling. "Ah, Lindir!" He approached the elf.

Rainbow narrowed her eyes in suspicion. Thorin turned to her. "Stay sharp," he whispered in the pegasus' ear. She nodded.

The elf said something to Gandalf in a foreign language. "I must speak with Lord Elrond," Gandalf replied in the common tongue.

"My lord Elrond is not here," Lindir shook his head.

"Not here? Where is he?"

Suddenly, a horn blew behind the group, who turned to see a large group of elves riding towards them on horses. Thorin shouted in Dwarvish, readying his sword. "Close ranks!" he repeated in the common tongue.

"Come on! You want a piece of me?!" Rainbow shouted. She made to charge the elves, but Twilight held her back with her magic. Rainbow glared at Twilight, who shot a disapproving look the pegasus' way. Rainbow only snorted in frustration.

The dwarves raised their weapons and grouped together, the Equestrians doing the same. The elves circled the group, gripping lances tightly in their hands. Finally, one looked over at Gandalf and smiled.

"Gandalf!" the elf said in a voice that rang with age, nobility, and wisdom.

Gandalf returned the greeting. "Lord Elrond!" He said something else in Elvish and gave a short bow. "Where have you been?"

Elrond dismounted his steed. "We've been hunting a pack of orcs that came up from the south. We slew a number near the Hidden Pass." The two men embraced. "Strange for orcs to come so close to our borders," Elrond continued. "Something, or someone has drawn them near."

"Ah, that may have been us," Gandalf chuckled, gesturing to the rest of the party.

Elrond turned to look at the group, raising an eyebrow when he saw the Equestrians. "Interesting. Friends of yours?" he asked Gandalf.

"They are. Ponies, and a young dragon, from Equestria. The violet one is Princess Twilight Sparkle."

"Princess?" Elrond asked. He approached Twilight. "I am honored, Your Majesty."

"Thank you, but I prefer just 'Twilight,'" she responded, smiling shyly.

"As you wish, Twilight," Elrond smiled. He turned to Thorin, who stepped forward. "Welcome, Thorin, son of Thrain."

Thorin remained stoic. "I do not believe we have met."

Elrond looked the dwarf king up and down. "You have your grandfather's bearing. I knew Thror when he ruled under the mountain."

"Indeed? He made no mention of you."

Elrond replied in Elvish.

Rainbow rushed forward, getting right up in the elf lord's face. "What did you say, punk?! You trying to start something?!" The dwarves readied their weapons, shouting and making ready to fight.

Gandalf sighed. "No, Miss Dash, he's offering you food."

Rainbow blushed and backed down. "Oh. Well… lead on, I guess."

Some time later, the party sat in a dining room the elves had graciously provided to the exhausted travelers. Musicians played a gentle melody on harps and flutes as they dined. The ponies and Spike eagerly ate, not having had a chance for a proper meal since last night before all the excitement. The dwarves, on the other hand…

"Try it. Just a mouthful," Dori encouraged Ori, who was looking skeptically at a large leaf of lettuce in his hand.

"I don't like green food," the young dwarf replied.

Dwalin lifted up a handful of his salad, checking under it to see if there was anything more substantial hiding under there. "Where's the meat?" he said.

Twilight rolled her eyes. "Really? Can't eat anything vegan?"

Dwalin scowled at her. "Well, pardon me, I have particular tastes."

"Have they got any chips?" Ori asked.

At the head of the table, Elrond examined the elven sword Thorin had found in the troll hoard. "This is Orcrist, the Goblin-Cleaver," he said as he turned the weapon over in his hands. "A famous blade, forged by the high elves of the west. My kin." He handed it back to Thorin, who looked grateful for once. "May it serve you well." Gandalf handed him his sword next. Elrond looked it over. "And this… is Glamdring, the Foehammer. Sword of the king of Gondolin. These swords were made for the Goblin Wars of the First Age."

Curious, Bilbo pulled out his short sword and looked it over. Balin noticed. "I wouldn't bother, laddie," Balin said, gently. "Swords are named for the great deeds they do in war."

"What are you saying, my sword hasn't seen battle?"

"I'm not actually sure it is a sword," Balin shook his head. "More of a letter opener, really."

Pinkie snickered.

"How did you come by these?" Elrond asked, handing Glamdring back to Gandalf.

"We found them in a troll hoard on the Great East Road, shortly before we were ambushed by orcs."

"And what were you doing on the Great East Road?"

Thorin sighed. He was not looking forward to this.

"Our business is no concern of elves."

Gandalf rolled his eyes. "For goodness sake… Thorin, show him the map!"

Gandalf, Thorin, Balin, Bilbo, Twilight, Spike, Starlight, and Rainbow Dash were gathered in Elrond's study later that night. Thorin remained unmoved by Gandalf's plea. "It is the legacy of my people. It is mine to protect, as are its secrets."

"Save me from the stubbornness of dwarves!" Gandalf sighed. "Your pride will be your downfall. You stand here in the presence of one of the few in Middle-Earth who can read that map. Show it to Lord Elrond!"

Thorin sighed deeply, then took the map from under his tunic.

"Thorin, no!" Rainbow said, but the dwarf king brushed her aside. He slowly walked up to Elrond and gave him the parchment.

Elrond opened the map. His eyes went wide. "Erebor?" He looked up at Thorin. "What is your interest in this map?"

Thorin opened his mouth to answer, but Gandalf interrupted him before he could. "It's mainly academic. As you know, this sort of artifact sometimes contains hidden text?" Elrond walked off a short distance, Thorin looking at Gandalf with silent thanks. Gandalf smiled, then looked back to Elrond. "You still read ancient Dwarvish, do you not?"

Elrond examined the map under the moonlight. "Ah, cirth ithil."

"Moon runes? Of course," Gandalf whispered. He looked to Bilbo and the Equestrians with a smirk. "An easy thing to miss."

"Well, in this case, that is true. Moon runes can only be read by the light of a moon of the same shape and season as the day on which they were written."

"Incredible…" Twilight gasped. "Princess Luna would love to hear about this…"

"Can you read them?" Thorin asked.

The group descended down into a cavern under Rivendell, a waterfall pouring down across the cave entrance. A small altar lay at the end of a short walkway jutting out into the cavern. Elrond carried the map to the altar. "These runes were written on a midsummer's eve by the light of a crescent moon nearly two hundred years ago." He lay the map on the altar and spread out the paper. "It would seem you were meant to come to Rivendell. Fate is with you, Thorin Oakenshield. The same moon shines upon us tonight."

Just as Elrond finished, a cloud drifted away from in front of the moon, allowing its light to shine upon the altar and the map. The altar began to glow with white light. Slowly, runes shining with blue light appeared on the parchment.

"'Stand by the gray stone when the thrush knocks, and the setting sun with the last light of Durin's Day will shine upon the keyhole,'" Elrond translated.

"'Durin's Day?'" Bilbo asked.

"It is the start of the dwarves' new year, when the last moon of autumn and the first sun of winter appear in the sky together," Gandalf explained.

"This is ill news," Thorin muttered. "Summer is passing. Durin's Day will soon be upon us."

"We still have time," Balin said.

"Yeah!" Rainbow agreed. "Don't forget, you've got the fastest flier in Equestria with you! We can get to Erebor before the end of autumn no problem!"

Thorin's face fell, glaring at Rainbow in exasperation. Twilight and Starlight both face-hooved. All the others turned to look at her as if she had gone crazy.

"What?" she asked. Then realization dawned on her. She turned to look at Elrond. "Oh. I… I mean, hypothetically speaking, of course."

"So, this is your purpose?" Elrond asked, turning to Thorin. "To enter the mountain?"

"What of it?" Thorin growled.

"There are some who would not deem it wise."

Thorin took the map from Elrond without another word.

"Who do you mean?" Gandalf asked.

"You are not the only guardian to stand watch over Middle-Earth," Elrond said, before turning and walking off.

Several miles from Rivendell, overlooking the Great East Road, lay the ruined watchtower known as Weathertop, an old outpost of the fallen kingdom of Arnor. The howls of wargs filled the air as the orc captain who had led the pursuit of the Company stalked up to the tower's summit, picking pieces of confetti from his armor. He glanced about nervously as wargs and other orcs looked down on him with disdain. At the edge of the rampart, behind a gigantic white warg, green eyes staring menacingly at the orc and white fangs glistening in the moonlight, was a hulking, pale-skinned orc, missing part of his left arm, which had been replaced by a fearsome-looking metal claw. His body was covered in scars from old battles. He gave no indication that he had noticed the other orc's approach, gazing out over the landscape.

The orc captain cleared his throat. "The dwarves, master," he said shakily in Black Speech. "We lost them." A warg behind him growled threateningly. "Ambushed by elvish filth, we were-"

"I don't want excuses," the pale orc rumbled, turning to face the lesser captain. He slowly approached, stroking the head of the white warg as he did. "I want the head of the dwarf king!" He sniffed the air, looking down at the flakes of confetti. "What is that scent you carry?"

"The dwarves, they were accompanied by ponies, master," the orc captain said. "Of a kind I have never seen before. Some had wings, others horns. One shot at me with a strange weapon."

"So, you were driven away from the dwarves by ponies with specks of paper?"

"We were outnumbered! There was nothing we could do! I barely escaped with my life!"

The larger orc tenderly stroked the head of the smaller one. "Far better you had… paid with it." Suddenly, the orc stabbed his underling in the throat with his metal claw, lifting him up into the air. With a shout, he tossed the other orc's body across the ruins. Instantly, the pack of wargs sprang on the fallen orc and began tearing him to pieces with their fangs.

Another orc who had survived the ambush at the Hidden Pass trembled, though his master paid him no heed, walking back to the rampart. "The dwarf-scum and these ponies will show themselves soon enough," Azog said. The other orcs mounted their wargs. "Send out word, there is a price on all their heads!" The orcs nodded and rode off, Azog letting out a blood-curdling roar.

After the elves' banquet, the dwarves had prepared some of their own food, building a small campfire over which they were cooking it. Bofur was roasting a sausage over the flames. Looking up at Bombur, who was sitting on a wooden table with a plate full of food, the wood creaking beneath the stout dwarf's weight, Bofur got an idea. "Bombur!" he called to get his brother's attention, before tossing the sausage to him. Bombur caught the sausage out of the air before a loud groan from underneath him caused him to look down. The legs of the table snapped and Bombur fell on his back with a shout, causing the other dwarves to laugh.

Gandalf, Elrond, and the others who had gone to decipher the map, meanwhile, walked up a staircase from the cavern underneath the waterfall. Gandalf and Elrond walked in front, the others following behind.

"I'm really sorry, Thorin," Rainbow whispered to the dwarf king. "I wasn't thinking."

"That was clear," Thorin said. He sighed. "What's done is done."

"Rainbow, may I speak with you?" Twilight asked. Rainbow flew over to her.

"What's up?"

"You've been acting kind of… stand-offish since we got here," Twilight whispered. "Especially when it comes to the elves. What's going on?"

Rainbow was silent for a while.

"Rainbow?"

"Remember what we saw when we first got sucked into the book?" Rainbow finally said. "Remember when the dwarves lost their home, and the elves just stood by and did nothing?"

Twilight nodded. "I do. But that was just a single group of elves a long time ago… well, from their perspective, I mean. I know we saw it more recently."

"It's just… it rubs me the wrong way, you know? I mean, I'm the element of loyalty, for Pete's sake! How is standing by and watching your allies lose their home while you eat popcorn being loyal to them?!"

"You're absolutely right. But again, that wasn't these elves. Lord Elrond doesn't seem like he would do anything like that."

"We'll see. He certainly doesn't seem to be happy to let us leave."

Elrond turned to the others. "I'm afraid I'm going to have to ask to speak with Gandalf alone, now."

Thorin seemed reluctant to part with them, but Gandalf smiled reassuringly. "It will be alright."

The dwarf king nodded before leading the others back to the rest of the Company. Rainbow looked back at the pair one more time before she followed.

"With or without our help," Gandalf said to Elrond as they continued to ascend the stairs, "the Company will march on the mountain. The dwarves are determined to reclaim their homeland. I do not believe Thorin Oakenshield feels that he is answerable to anyone. Nor, for that matter, am I."

"It is not me you must answer to," Elrond said as they entered a rotunda at the top of the stairs. He gestured to the far end, and Gandalf's eyes followed Elrond's hand, widening as he saw someone else standing there.

A beautiful elf woman was looking out over the land, her back to the pair. She was clad in a long, blue dress, with golden hair and wearing a silver crown. She turned, smiling gracefully at Gandalf. The wizard's breath caught in his throat. "Lady Galadriel," he managed to get out.

"Mithrandir," she replied. "It has been a long time."

Gandalf bowed and responded in Elvish. "Age may have changed me, but not so the Lady of Lórien." He switched to the common tongue. "I had no idea Lord Elrond had sent for you."

"He didn't," another voice, this one male, replied. "I did."

Gandalf frowned as he turned to see another old man, clad completely in white robes with long white hair and a white beard, standing to the side, holding a black staff in his right hand. Gandalf forced a smile and bowed. "Saruman," he said.

"You've been busy of late, my friend," the White Wizard responded.