Laura shivers as she watches the dark pony stomp her hooves, which makes the ground shakes. The laughter she expels makes horror wash over the crowd of ponies.

"Seize her!" Mayor Mare cries and the unicorn and pegasi guards charge toward the balcony. "Only she knows where the Princess is!"

"Stand back, you foals!" Nightmare Moon's voice sends out a shockwave of sorts that throws back the charging guards. She laughs again and this sets the ponies into a panic. As her laughter gets louder, purple mist swirls out from her mane and Nightmare Moon disappears.

"Come back here!" Danny shoots up, wings pumping. She flies outside with some of the other ponies following her. Lighting down on the ground, she looks at Perry and LaFontaine. Carmilla stands slightly away from the group while Kirsch stands almost directly below Danny. She lands on top of him with a grunt. "Nighttime? Forever?"

"Where's she going?" LaFontaine speaks up, pointing with a hoof at the purple unicorn dashing off toward the library with a baby dragon clinging to her back.

Laura canters into the library, almost crashing into the far wall. J.P. jumps off of her back and sits down on the stairs leading up to the bedroom. He yawns loudly, letting out a small puff of smoke. "Uh... We gotta stop Nightmare!..." His eyes slowly begin to slide closed.

"You've been up all night, J.P." She lifts him up with her magic and lowers him into his bed. "You are a baby dragon after all." As he begins to snore, she smiles and covers him with his blanket. Going back to the shelves, she uses her magic to pull book after book off of the shelf. "Elements, elements, elements..." She groans and rubs at her eyes. "How can I stop Nightmare Moon without the Elements of Harmony?"

"And just what are the Elements of Harmony?" LaFontaine asks loudly, stepping into the room with the rest of their friends following behind them. Carmilla follows, but stays a little bit away from the group. "And how did you know about Nightmare Moon, huh? Are you a spy?"

"Simmer down, LaF," Perry puts a hoof on her friend's brown shoulder. "She isn't a spy. But she sure knows what's going on." Glancing up at the worried mare, she nods toward the books piled at her feet. "Don't you, Laura?"

The purple mare sighs, shoulders dropping. "I read all about the prediction of Nightmare Moon." She shows the group the books that she'd brought to Ponyville with her. "Some mysterious objects called the Elements of Harmony are the only things that can stop her," she pulls at her hair, shaking her head. "But I don't know what they are, where to find them; I don't even know what they do!" She throws her hooves up and stomps in frustration.

"'The Elements of Harmony: A Reference Guide.'" Carmilla holds up the book, a small smile on her face.

"How did you find that?!" Laura cries as she pulls the book from the light grey pegasus and quickly begins to scan through it.

"It was under 'E'!" the mare responds as she rolls her eyes.

Laura flushes. "Oh." She turns back to the book and begins to read. "'There are six Elements of Harmony, but only five are known: Kindness, Laughter, Generosity, Honesty and Loyalty. The sixth is a complete mystery." She looks up at the group around her, as if assessing them, before continuing, "'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!" Kirsch cries, a look of fear in his eyes. Danny punches him on the shoulder, eyes sparkling with the thought of adventure.


"Let's go!" LaFontaine whoops when they get to the edge of the Everfree Forest. They've lived at the edge of the forest for a long time now, so they know what they're getting in to if they step inside the trees.

Laura spins around to look at the ponies gathered around her. "Not so fast." She shakes her head. "Look, I appreciate the offer, but I'd really rather do this on my own."

"No can do, hot—sexy pony," Kirsch shakes his head and steps up to stand next to her. "We're not letting any friend of ours go into that creepy place alone. We're stickin' to you like caramel on a candy apple." Everyone else nods. Carmilla just rolls her eyes.

Laura sighs. "So, none of you have been in here before?"

"Ugh, Heavens no! Just look at it - it's dreadful." Perry shakes her head. LaFontaine glares at her, but only gets a shrug in return.

"And it isn't natural," Danny speaks up from where she's hovering just above the group. "Folks say it doesn't work the same as the rest of Equestria."

"What's that supposed to mean?" Laura asks, looking up at the tall mare.

"Nopony knows," Carmilla chuckles. "You know why?"

"Carmilla, quit it," Perry tries to hush the pegasus, shooting her a look that would silent even the loudest of ponies.

But Carmilla ignores the demand. "'cause every pony who's ever come in, has never come out!" She flashes her sharper that usual teeth, making Laura shiver… but not exactly from the fear she should be feeling.

Suddenly, the ground crumbles underneath the four earth-bound ponies while Carmilla and Danny jump off of the ground.

"Carmilla! Quick!" Danny zooms down to pick up Kirsch. The light grey pegasus rolls her eyes and grabs Perry before she goes into a screaming fit and faints.

Laura finds herself sliding to the edge of a cliff over the river that runs through Ponyville and into the Everfree Forest. She screams, her back hooves scrambling for purchase and finding none.

"Hold on!" a voice calls from above her. "I'm coming!" She looks up to see that LaFontaine has let go of a root growing out of the side of a mountain and is sliding toward her. She grabs on to their front hooves and looks at them with wide eyes.

"LaFontaine! What do I do?" her voice is shaky and her eyes are shiny with unshed tears.

The other pony looks somewhere over her head for a moment, before turning back to her. "Let go."

"Are you crazy?" Laura screams.

"No I'm not. I promise you'll be safe."

"That's not true!"

"Now listen up, Hollis. What I'm telling you is the honest truth. Let go, and you'll be safe." Laura, seeing the truth shining in the brown earth pony's eyes, decides to trust them. She lets go.

"Well, that was a kick," Carmilla's husky voice is right in her ear as the mare gently lifts her up and onto the other side of the cliff.

"Thank you, you know, for saving me," Laura says as she walks beside Carmilla. Their sides brush every time they walk and it makes the purple unicorn's cheeks warm. She almost trips over her hooves a few times, making her even more self-conscious.


They walk further into the forest. A roar echoes through the forest and makes the group jump. "A manticore!" The lion-snake hybrid roars, making everypony back up.

LaFontaine steps forward slightly. "We've gotta get past him!"

Danny and Carmilla take to attacking from the air while Laura grabs vines with her magic. LaFontaine leaps onto the creatures back, a whoop echoing over the animal's roars. Kirsch goes over to help Laura throw the rope to LaFontaine, who tries to tangle the manticore in the strands.

"Wait!" Perry shouts. As the ponies freeze, the manticore uses the distraction to knock the pegasi out of the air. It bites down and breaks through the vines tangling its legs and throws LaFontaine off of its back, making them land on top of the pile of ponies.

The manticore continues to roar, but Perry walks bravely over to it. She puts her hoof against its paw and smiles. "Shhh... It's okay. Oh, you poor, poor little baby."

"Little?" Carmilla snorts.

"Now this might hurt for just a second," Perry speaks softly as she notices a thorn stuck inside the monster's paw. The manticore growls, but shows her its paw. She quickly pulls the thorn out with her teeth, making the beast roar again.

"Perry!" LaFontaine cries.

"Aw you're just a little ol' baby kitty, aren't you? Yes you are, yes you are." Instead of eating her, the manticore begins to lick her hair while it lets out loud rumbling purrs. Once she steps away from it, the beast bounds back off into the wild.

"How did you know about the thorn?" Laura asks, trotting up to walk beside Perry.

"I didn't." The white mare shrugs. "Sometimes we all just need to be shown a little kindness."


Laura finds herself pressed close to Carmilla's side as fog begins to roll through the forest. She can barely see five tail-lengths in front of her face. The purple unicorn flushes when she feels one of Carmilla's leathery bat wings curls over her body, as if to protect her.

"My eyes need a rest from all this icky muck," Perry complains somewhere behind her. "Well, I didn't mean that literally."

"That ancient ruin could be right in front of our faces and we wouldn't even know it," Laura says as she strains her eyes and tries to see through the fog.

"I didn't see you there," LaFontaine's voice echoes from somewhere nearby.

"My apologies," Perry's voice responds.

"Someone just stepped on my tail," Danny complains, kicking out to the side. Kirsch grunts and stumbles back into her. "Ow! Get off me!"

"Sorry! But there's mud over there… I think…"

Laura steps closer to the strange pegasus as the trees begin to growl at the group. They have faces on them, sinister and almost predator like.

Suddenly, the growling stops and someone's laughter echoes through the forest. The rest of the group blinks when Laura and Perry light up the tips of their horns to shine on Kirsch making faces at the trees. He's making faces and funny noises, laughing at the trees and actually making the threatening faces disappear.

"Kirsch, what are you doing?!" Laura screams. "Run!"

"Bros, don't you see?" He steps back and waves toward the trees. "When I was a little colt and the sun was going down..."

"Tell me he's not..." Laura turns to Danny, who seems to know Kirsch the best out of all of them. The tall pegasus puts a hoof to her face, shaking her head.

"The darkness and the shadows, they would always make me frown..."

"He is." Danny rolls her eyes and follows after the stallion as he jumps back and forth, intent on stopping him.

"I'd hide under my pillow from what I thought I saw," Kirsch pretends to hide behind some of the bushes. The rest of the group watches with wide eyes and the only guy in their group continues to sing. Danny, behind her hoof, tells him that the Zetas like to sing while they work, so that might be why he sings all the time. "But Granny said that wasn't the way to deal with fears at all…"

"Then what is?" LaFontaine steps forward to ask.

Kirsch rolls his eyes. "She said, "Brody, 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." He laughs at one of the trees and the face poofs out of existence.

Laura and the rest of the ponies gape at him. For the time she's known the stallion, he hasn't shown himself to be the most serious pony, but she's glad that his laughter is one of the things that makes him who he is.

"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." With each line, one of Laura's friends laughs at the different trees in the clearing and the faces disappear in clouds of purple smoke.

"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..." Kirsch stands in front of his new friends, facing the biggest tree and the scariest face of all. He begins to laugh softly before it gets louder and louder until his friends join in. They all collapse into a fit of giggles, rolling on their backs and laughing so hard there are tears in their eyes.

"Well, that was interesting," Laura looks up to find Carmilla hovering above her.

"I guess Kirsch isn't as dumb as we might have thought." Carmilla rolls her eyes. Danny is walking next to Kirsch, still laughing as they seem to share a private joke. LaFontaine is a little ways behind, trying to fight off Perry's worried mothering.


"How are we gonna cross this?" Kirsch asks. Laura and the rest of the group stands frozen as the roaring rapids wash over the shore. The water is so rough they know that they can't cross it.

There's a cry in the distance, making the ponies' heads swing to the side. "Huh?" Kirsch blinks.

Around the corner, there's a giant sea serpent sobbing. His tail is thrashing back and forth, making the water even more violent. "What a world, what a world."

"Excuse me, sir," Laura tries to get his attention. "Why are you crying?"

"Well, I don't know. I was just sitting here, minding my own business, when this tacky little cloud of purple smoke just whisked past me," he makes the motion with his hand, "and tore half of my beloved mustache clean off," he gestures to where one half of his mustache is missing. There's only a tuft of hair still coming out of his scales, but it definitely looks like it was sheered off. "And now I look simply horrid." He continues to wail.

"Oh, give me a break," Carmilla rolls her eyes.

"That's what all the fuss is about?" LaFontaine adds their two cents in.

"Why, of course it is. How can you be so insensitive?" Danny shakes her head. "As the head of the Summer Society sisters, must help out any creature in need." She turns to the sea serpent. "Sorry about this…"

She winces along with the monster as he yelps. "What did you do that for?" he cries out.

"Danny, what are you…?" Laura trails off, her eyes wide, as she watches the pegasus cut off her beautiful gold and red tail with one of the sea serpent's scales. She looks to Perry, who seems to understand without words. She uses her magic to reattach the tail to the monster's muzzle.

"Oh-hohohoho!" the serpent splashes happily. "My mustache. How wonderful."

"You look great," Danny chokes on a smile.

"Oh, Danny, your beautiful tail..."

Danny shrugs. "It'll grow back."

"So would the mustache," Carmilla grumbles near Laura's ear, making her shiver.


"There it is!" Laura canters off toward the looming castle. "The ruin that holds The Elements of Harmony. We made it!"

"Laura, wait for us!"

"We're almost there," Laura skids to a stop, falling over into Carmilla.

"What's with you and falling off cliffs today?" the light grey pegasus jokes, pushing the other mare back onto the cliff. There's a bridge hanging over the side of the cliff and the group looks down, disheartened.

"Now what?" Perry sighs.

Carmilla flaps her wings. "Duh."

"Oh yeah."

Carmilla grabs the rope holding the wooden bridge up and drags it over toward the other side of the cliff. Landing, she begins to tie one side of the rope to a nearby rock. "Carmilla..." a voice calls.

"Who's there?" Carmilla calls out, dropping the other rope.

"Carmilla..."

"I'm not scared of you!" She splays her front hooves, ready to attack anything that comes her way. "Show yourself!"

A beautiful mare appears from the darkness. Her mane is a thick mass of sunlight yellow and her coat is a pale blue, as are her eyes. Her cutie mark is a black glass heart with a crack through the middle. There's a small mole on the corner of the mouth and Carmilla takes a step back. "No…" Her eyes go wide. "No… I saw you die… you're dead."

"I've come back," the mare's voice is ethereal as she steps toward Carmilla.

"No," Carmilla takes another step back. "I saw you die! You're not real!"

"Carmilla," the unicorn steps forward. "My love, we can finally be together."

"Carm, what's taking so long?" the purple unicorn on the other side of the chasm calls out. She notices the shadow of another pony and shakes her head. "Oh no. Carmilla! Don't listen to her." Fog suddenly rolls through, covering up her voice.

The blue unicorn uses her hone to sweep Carmilla's mane off to one side. "Well?" Her eyes flash. "Shall we leave these foals and run away together? Just as you promised me all those years ago."

Carmilla blinks, shaking off the blue unicorn and kicks out with her back hooves. "You are dead. You are not here. Just a shadow of the darkness I live in." She rears up and bowls the other mare over, watching with wide eyes as she explodes into slivers of shadowy silver mist. "Goodbye, my love." With a tear in her eye, the dark haired mare turns back to tie the last rope around the nearest rock.

She hears the other ponies cheering behind her as they make their way across the bridge.

"See, cupcake, I'd never leave my friends hanging," Carmilla lands next to Laura, who flushes yet again. It's as if she can't stop her body from reacting to the other mare.

"I know."


Danny and Kirsch kicks the doors of the rickety old castle. Perry and LaFontaine follow them into the entrance hall. Sitting inside on small stands are five rocks surrounding a sixth one. Each has a different geometric shape on it, but Laura doesn't understand the meaning.

"Come on, Laura," Danny beckons. "Isn't this what you've been waiting for?"

"The Elements of Harmony," the purple unicorn's eyes sparkle with excitement, "we've found them." Carmilla and Danny lay each of the stones at Laura's feet. "Careful, careful!"

"One, two, three, four..." LaFontaine counts. "There's only five!"

"Where's the sixth?" Perry asks, coming over to stand beside LaFontaine.

"The book said: when the five are present, a spark will cause the sixth Element to be revealed."

"What in the hay is that supposed to mean?" Kirsch moves beside Danny, glaring down at the stones.

"I'm not sure, but I have an idea." She kneels down and looks at her companions. "Stand back. I don't know what will happen." She puts her head down and the soft blue glow of her magic emits from her horn.

"Come on," Carmilla calls from the doorway. "She needs to concentrate." The rest of the group follows her. None of them think to check behind them to see a thin dark purple crawl into the room.

The mist grabs the elements in a vortex, making Laura cry out. Carmilla, with her exceptional hearing, runs back towards the castle. Danny urges the others to follow the mare.

Just as they reach the door to the castle, Laura jumps into the slowly disappearing vortex and vanishes.


Laura gasps as she falls to the floor, coughing up the smoke that surrounded her upon her entrance into the swirling vortex of magic.

An evil laugh echoes from somewhere in front of her and she looks up, choking back a cry as Nightmare Moon stands before her with the elements surrounding her. Determination sparks in her eyes as she paws the ground and snorts. "You're kidding," the evil alicorn snickers. "You're kidding, right?"

Laura runs toward the nightmare pony, watching with wide eyes as the other mare charges right at her. In a moment of brilliance, Laura uses her magic to teleport her the short distance to within the circle of elements. With a groan, she sways slightly and turns toward them. "Just one spark." Her horn begins to glow a brilliant blue. "Come on, come on." Electricity jumps between the elements, throwing Laura backward. They begin to glow and hover, more small bolts sparking. Nightmare moon cowers for a moment before the magic fades and they are just round stone again. "But... where's the sixth Element?!"

Nightmare Moon's laughter echoes down Laura's spine as a shiver. "You little foal!" Her voice booms through the castle. She rears up on her hind legs and stomps the floor, smashing the elements into fragments. "Thinking you could defeat me?" Her laughter is getting even louder now. "Now you will never see your princess, or your sun! The night will last forever!" Laura whimpers in fear.

Even as Nightmare Moon's laughter almost drowns everything else out, Laura catches a faint whisper coming up the stairs. All five of her companions are talking over each other. "Don't worry Laura, we're here." and "Don't worry, we'll be there."

Laura gasps, her eyes wide. There's a spark in her eyes that wasn't there before. "You think you can destroy the Elements of Harmony just like that?" she asks as she spins around to face the nightmare. "Well, you're wrong, because the spirits of the Elements of Harmony are right here." Her friends surround her, Danny and Carmilla overhead.

The shattered elements at Nightmare Moon's hooves begin to glow and float off of the ground.

"What?" she snarls.

"LaFontaine, who reassured me when I was in doubt, represents the spirit of... honesty!" Some of the shards swirl around the brown earth pony, shining a bright orange.

"Perry, who tamed the manticore with her compassion, represents the spirit of...kindness!" Perry yelps as the shards surround her, glowing pink. LaFontaine sends her a reassuring smile, making her give a small smile back.

"Kirsch, who banished fear by giggling in the face of danger, represents the spirit of...laughter!" The stallion in question puffs up his chest, beaming as small purple shards surround him.

"Danny, who calmed a sorrowful serpent with a meaningful gift represents the spirit of...generosity!" Danny flew a loop-de-loop and stopped above Kirsch, smiling when glowing black shards surround her.

"And Carmilla, who could not abandon her friends for her own heart's desire represents the spirit of... loyalty!" Carmilla looks unsure of herself, giving Laura a look, as if to say 'are you sure?' When the unicorn nods her head, Carmilla's sharp teeth shine in the light of the red glowing stones as she smiles.

"The spirits of these five ponies got us through every challenge you threw at us." She motions behind her to her friends.

"You still don't have the sixth Element!" Nightmare Moon cackles. "The spark didn't work!"

"But it did! A different kind of spark." Laura turns toward her friends. "I felt it the very moment I realized how happy I was to hear you, to see you, how much I cared about you." She looks at them each in turn. "The spark ignited inside me when I realized that you all... are my friends!" She spins around again to face the nightmare alicorn. Suddenly, a burst of light emits from what seems to be the sixth stone. It hovers above Laura, making her smile even wider. "You see, Nightmare Moon, when those Elements are ignited by the..." She bites her lip. "The spark, that resides in the heart of us all, it creates the sixth element: the element of... magic!"

A rainbow explodes from between the ponies, uniting them all. The gems surrounding each pony melds together to become a necklace of gold inlaid with a stone in the shape of their individual cutie marks. Laura's stone, which is still whole, melts into a crown inlaid with blue gems and a white start on top. Laura, using her knowledge of magic and the friendship inside her, guide's the magic toward Nightmare Moon. "Nooo! Nooo!" She vanishes inside the rainbow of friendship, but Laura passes out before they can see what has befallen her.


"Ugh, my head." Carmilla rubs at her head as she stands up on shaky legs.

"Everypony okay?" Perry calls out. As a nurse, she's always invested in the wellbeing of her friends.

"Oh, thank goodness!" Danny's shout of joy echoes through the room.

"Whoa! That's so cool!" Kirsch says with wide eyes as he helps Danny up..

"I know! I didn't know how I was going to be able to fly without it!" Danny whacks Kirsch's rump with her regrown tail, making him yelp and let out a belting laugh.

"No. Your necklace." He gestures to the band around her neck. "It looks just like your cutie mark."

"What?" the stunned pegasus looks down. She presses a hoof to the one around Kirsh's neck. "So does yours."

"Look at mine!" LaFontaine puffs up their chest and Perry smiles at her in a slightly loving manner. "I looks like an explosion!"

"Well, this sure is interesting," Carmilla comments as she looks down at the heart-shaped pendant around her neck.

"Gosh, Hollis! I thought you were just lying to buy some time," LaFontaine steps up to knock their shoulder against Laura's. "But I guess we really do represent the elements of friendship."

"Yeah," Laura smiles at her friends, a tear dripping down her cheek, "I guess we do."

So this is the last chapter that uses the transcript from the actual show. Please review and tell me what you think. Next chapter we'll get into more 'Carmilla' related things. Like mares going missing and weird dreams of another land.