Princess Celestia and the others took a large Pegacoach to the outskirts of Equestria. It took them some time, but when they got there, they spotted a fuzziness to the area ahead.

"Brace yourselves, My Little Ponies, there may be some turbulence!" The Princess warned.

The Pegacoach went straight through the strange warp-hole and ended up in a dark looking land with an ancient castle in the distance. The pegasi pulling the coach landed swiftly and Princess Celestia cast an invisibility spell upon them.

"Please wait, you won't be detected." She said, before turning to face the castle in the distance.

"Well, this is it. Luna, fly overhead and check the perimeter please."

Luna nodded and took off.

"What now, Princess?" Fluttershy mumbled fearfully.

Celestia sighed. "All we can do now is be patient, dear Fluttershy."

They sat in the long grass and waited for Luna to return.

Before long, Luna flew back towards them, frowning. "Nothing." She summed up; "I even used a spell to uncover invisibility, but there are no guards at all. I did however see Twilight and Rarity leading some other Unicorns through the front gates. I did not say anything, so as not to cause unwanted attention to us all."

"Good thinking, little sister." Celestia replied. "But why would they leave the place unguarded?"

A silence fell over the group, before Shining Armour spoke up;

"Maybe they did it intentionally...They could see her coming. Quillius must have alerted everyone somehow." He gasped.

"Of course! That makes sense!" Applejack responded. "We need to play this smart like."

"Can't we just bust into the place and grab Twilight and Rarity and fight them the easy way?" Rainbow Dash groaned.

"Oh sure, if ya want us all to be captured!" Applejack rolled her eyes. "Besides, that might make things worse."

"She's right," Fluttershy piped up, suddenly feeling braver than ever, "We need a foolproof plan! In fact..." She took off from where she was sitting and flew towards a tree full of frightened birds.

"Um excuse me...Hi..I was wondering if you could please do me and my friends a huge favour...?" She asked.

After a few moments, she was leading the birds through the sky, towards the castle.

"What the hay is she doin'?" Applejack raised an eyebrow.

"I think she's creating a diversion..." Princess Celestia answered.

Sure enough, Fluttershy led the birds over to the very top turret of the castle, just by the window, but out of sight should anyone look outside.

"Now, after me please. A-one, a-two, a-one, two three..."

The birds started singing a loud, gleeful tune outside the window.

At that moment, an old-looking horned reature ambled over to the window and peered out. He looked weak and wheezy, showing obvious signs of old age and fatigue.

"Hello?" He wheezed.

"THAT GUY is Grogar!" Rainbow Dash cried, "Oh come on! He's ancient!"

Fluttershy seemed to notice too, and asked the birds to stop singing as she flew down to the window.

"What happened to the singing? Was that you? Why did you stop?" The old creature asked sadly.

"Oh I'm awful sorry sir, it's just...I thought you would appreciate it. You know, living here all alone..." Fluttershy said, meekly.

Grogar sighed. "I wish I was alone here. Not because of you, Little Pony, but because of him!"

"Him who?" Fluttershy asked.

"The pony who sucked all the life out of me. He's pure evil." Grogar answered, before having an unpleasant coughing attack.

"Oh my..." Fluttershy said.

"Yes...Quillius is his name. I used to rule over this land capturing ponies to work for me. Until I grew old and realised what a terrible thing I had done. Quillius caught on to this and tried to make me start again. I refused...So, he took over and re-captured some, even killed some." Grogar explained.

"Oh...I heard that Quillius was you?" Fluttershy replied, puzzled.

Grogar frowned, equally confused. "Oh no, little pony, Quillius is much worse. He betrayed his own kind and was sent to Tartarus for it, which of course is guarded by Cerberus. He escaped and wound his way back here to carry on where he left off. I think all the experiments my old servants performed on him made him insane..." Grogar lowered his head, shamefully.

"So...Where is everyone now?" Fluttershy dared to ask.

"I let them go." Grogar answered. "Quillius helps himself around here these days. I told him to release the ponies in the dungeon, but he refused. I was too weak to stop him, so he just does as he pleases and I can't do anything about it."

"That's awful!" Fluttershy gasped.

In the time it had taken for Fluttershy to talk to Grogar, Princess Celestia had led everyone inside the grounds.

"It looks like Quillius isn't here yet," she whispered. "It's deserted!"

"This place is really scary." Cadence shuddered.

"I'll keep you safe." Shining Armour nuzzled his wife.

"WOAH NELLY!" Applejack exclaimed. The ponies turned to look where she was looking and gasped.

There were dead ponies embedded into the walls, that had been turned into stone.

"That's horrible!" Rainbow Dash cried.

"Oh my goodness!" Luna gasped, "This is barbaric!"

"Come on, let's find Twilight Sparkle and Rarity and bring them back home." Princess Celestia announced, galloping up a corridor to the right of them.

Everyone else followed by the light of the fire-lit torches on the walls.

"Wouldn't hurt to put some chandeliers and soft carpet in here is all I'm sayi-OW!" Rarity rubbed her head and got to her feet after being run into. "Princess Celestia! Girls! I am so glad to see you!" She hugged everyone in turn.

"Hey, what are you guys doing here?" Twilight asked, confused. "I tthought you got captured, Princess?"

"No, but you were lured here by Quillius." Celestia explained, "I'll explain on the way." She galloped in the direction of the stairs leading to the turret where Grogar was.

Princess celestia began to explain about Quillius and Grogar, and Twilight's eyes widened.

"And to think, I actually believed Quillius!" The purple unicorn fumed. The other unicorns that Twilight had rescued all gasped in shock, too.

They all reached the top turret and found Grogar with Fluttershy and the birds, sitting around the fire, chatting.

"You look cosy!" Rainbow Dash announced sarcastically.

"Oh hello girls. Grogar and I were just talking. Twilight, Rarity! Oh my goodness I'm so glad you're alright." She hugged them both.

"Ponies, you need to leave. Quillius will be back soon I'm sure of it!" Grogar pleaded.

"He already is, Grogar."

Everyone turned around to see the tan pony in the doorway. "Hello girls. Did you miss me?" He grinned menacingly as the ponies and Grogar all froze in fear.