After dawn, Maleficent ordered her employees to set up the carnival; placing the cages in a semi-circular pattern.

Pete later showing a group of villages and tourists the attractions. He first shows them a lion-like beast.

"This here is the manticore. Man's head, lion's body, tail of a scorpion. Creatures of night, brought to light!"

The villagers muttered amongst themselves, while a robot named Bender (Futurama) guzzled down some beer.

Pete then shows them a dragon, while a kid named Sheen (Jimmy Neutron) stupidly tried to poke it.

"Here is the dragon." Pete continued. "Breathes fire now and then - mostly at people who poke it, little boy. Its inside is an inferno, but its skin is so cold it burns! Speaks seventeen languages badly, and is subject to gout. Creatures of night, brought to light! Hey, you stupid kid, keep away from that satyr!"

"Hmm, I'll admit some of these critters are cool," a young man named Fry (Futurama) said. "But give Coney Island any day of the week."

"Well, I think it's cruel keeping these poor animals locked up like New New York State Penitentiary inmates," his girlfriend Leela stated.

"They call this a carnival?" Bender scoffed. "I'll start my own carnival; with blackjack and hookers. In fact, forget the carnival!"

Twilight was already awake and wishing she was dreaming. How could she let herself be captured so easily? How was going to get out of this cage? She couldn't use her magic; it was useless when near this specially made iron.

Mordecai silently snuck up to her cage.

"Listen, I shouldn't be here. I've got outhouse cleaning duty again," Mordecai whispered to her. "Don't worry, I'm a friend. I want to help you. But first look at your fellow legends and tell me what you see."

Twilight turned her gaze at the manticore first. She sensed something was off about it and used what little magic she had to pierce the illusion. Now she saw on an old, toothless lion.

"What they call a manticore is nothing more than an unhappy lion," Twilight said. "And that poor old ape is supposed to be some sort of satyr! These are all just illusions! Your Maleficent is a fraud! She cannot create real legends."

"That's very true," Mordecai agreed. "Like most magic users, she cannot change a living creature into something else; just cover it's appearance with a disguise. And only for those eager to believe."

Pete was showing the group a massive serpent (which was really a tiny garden snake).

"The Midgard Serpent! It's got it whole world in its coils. And if you try to poke it kid, I'll break your legs!"

"No, she can't turn cream into butter," Mordecai continued. "But she can make a lion look like a manticore for eyes that want to see a manticore. Just as she'd put a false horn and wings on a real alicorn for eyes that want to see a real alicorn."

He looked at Twilight directly.

"I know you," the blue jay said softly. "If I was blind I would know what you are."

"And who are you exactly?" Twilight asked.

"I am…Mordecai the Magician!" Mordechai proclaimed dramatically. "You may have heard of me. Most of the time I entertain the sightseers with simple magic tricks. It's not much of a job for a real magician, but I've had worst."

Twilight couldn't make heads or tails of this blue jay, but she had the feeling that his intentions were good. "I'm Twilight. Twilight Sparkle."

Then she saw one of the cages near her.

"That one is defiantly real…."

Inside the cage, a humanoid creature with dark red hair and massive wings struggled against her chains. Her name was Demona (Gargoyles). And she looked pissed.

"That is Demona. The Gargoyle; I'm certain of it. And I know for a fact that she's not like the rest of her more noble and heroic kin."

Mordecai nodded, looking at the cage in fear. "That's right. Years ago, long before I joined up, Maleficent caught her by chance, asleep. Just like she caught you. Her magic keeps her locked up, but for how much longer?" The magician then shuddered. "She should never have messed with a real gargoyle or a real pony for that matter. Because the truth always melts her magic. Always."

Demona's cage rattles even more, as the furious gargoyle continued her struggle.

"She'll break out of that cage sooner or later, and you do not be around here when that happens," Mordecai whispered. "Which is why my best friend Rigby and I have a plan to help you escape before that. So don't worry."

"Mordecai! Get the hell away from that cage!" Pete roared. "You know what Maleficent told you!"

The blue jay wizard quickly backed off from Twilight's cage.

"Don't be afraid! Mordecai is with you! Do nothing until you hear from me!" With that the blue jay quickly rushes off.

Pete leads the tour group to Twilight's cage, and announces; "The Alicorn Pony!"

The onlookers gazed at Twilight in wonder, even thought it was just Maleficent's illusions overlapping her body.

But it was effective, making her look more radiant and magnificent then before. Even Bender was moved by this.

"She's beautiful…" the robot sniffed tearfully.

One of the villagers, a girl named Belle (Beauty and the Beast) didn't say anything but her eyes were filled with tears.

Awkwardly, Twilight tried to cover her face. Whatever the escape plan was, she hoped it would happen soon.


Night had fallen. The tour groups had left hours ago, leaving behind empty food wrappers (which were collected by a grumbling Rigby to be put in a garbage bin).

"I don't care how many spells you've got on that damn cage, Maleficent!" Pete was saying. "Get rid of that gargoyle!"

The very fat cat then looked at the still angry Demona in pure dread.

"I think about it all the time…what she is going to do to us! Get rid of her!"

"Fool! Be still!" Maleficent snapped. "No other witch in the world holds a gargoyle captive, and none ever will. I choose to keep her! I can turn her into wind if she escapes, or snow! Or into seven notes of music!"

Demona lets a bloodthirsty cry as she attempted to reach Maleficent with one of her clawed hands.

"She'll kill us all!" Pete cried as he ran off in terror.

Maleficent just calmly waved her staff, magic essence coming out of it. "Not yet. Not yet, my pretty."

Demona tried to fight it, but soon the spell was putting her to sleep. Finally, she stops rattling.

"You are mine. Even if you kill me, you will always be mine." She then turned to Twilight, who silently watched the whole thing.

"The gargoyle is as real as you are, my dear. And just as immortal…and just as easy to capture."

"It's not something I'd boast about," Twilight warned her gently. "Your death sits in that cage, and she hears you."

"Oh, she'll kill me sooner or later," the witch agreed. "But she will always remember, that I caught her. That I held her captive. Just as you will, my dear. So there's my immortality."

Twilight sighed and shook her head.

"Now as for you, my dear, you were hunting on the road for your own death," Maleficent continued. "And I know where it is. I know him, that one."

"Do you speak of Predaking?" Twilight asked urgently. "Please, tell me what you know and where I can find him?"

"Ah, yes, Predaking. The dreaded Iron Dragon of Count Dooku. So you've heard of him, have you? But he'll never have you. You belong to me!"

Twilight looked at the witch directly in the eyes. "You know better. Keep your poor shadows if you must. But let me go," she then turned her gaze at Demona's cage. "And let her go too. I can't stand her to see her caged like this. We are two sides of the same magic. Maybe I can convince not to kill you."

"I'd quit show business first!" Maleficent snapped. "Do you think I don't know what the true witchery is, just because I do what I do? There's not a witch in the world hasn't laughed at Maleficent and her homemade horrors - but there's not one of them who would have dared!"

"The Gargoyle and I are not for you…"

"And who are you for? Do you really believe those fools would have known you without help from me?" Maleficent then cackled. "I gave them a horn and wings for them to see! These days it takes a cheap carnival trick to make people see a real pony!"

But then Malefiicent's voice lowered a bit. "But the Iron Dragon will know you when he sees you. You undoubtedly safer here. You should be thanking for protecting you."

She cackled again as she walked off.


Later, Mordecai and Rigby sneak up to Twilight's cage.

"Sorry we're late," Mordecai said. "Introductions first: Twilight, Rigby. Rigby, Twilight."

"Hello," Twilight said to the raccoon.

"What's up, good looking?" Rigby said back.

"Easy there, Cassanova," Mordecai said. "How are you doing Twilight?"

"Well, there's never been a spell on me. There's never been a world where I've never been know. But other than that I'm just peachy."

"I know how you feel," Mordecai agreed.

"Here we go again," Rigby muttered as he rolled his eyes.

"It's not every day you're recognized for your true worth; to be seen for who you truly are!"

"Is that why you're helping me?" Twilight asked him.

"If not you, no one. You're my last chance."

"Besides, we hate working here. So we're going to leave after we get you out," Rigby added.

"Can you truly set me free?" Twilight asked.

"Maleficent doesn't thinks so, but I'll show that old bat! I am Mordecai the Magician! The former apprentice of the great wizard Merlin himself! The last of the Red-Hot Swamis! And I too am real, like you, like Demona. Yes, I will help you."

"You know, he has 'Last of the Red-Hot Swamis' on his internet dating profile page," Rigby said to Twilight.

"Shut up, Rigby."

Twilight looked around. "What about the other one? The one named Pete? Won't he be a problem?"

"That tub of lard? Please! I made a bet with him for ten bucks to solve a riddle. It'll take him all night to solve it," Rigby assured her.

"Alright, here goes nothing," Mordecai said. "Abooaga-laogoala! Moloogi-moloogi!"

The cage began to shake. Twilight looked around. She could see a beautiful forest in the spring time. It was working!

But then the mirage suddenly disappears. And she is still in the cage.

"Okay, my bad," Mordecai said, slightly embarrassed. "I thought had the spell right. Let me try again. Doba-doba zoomba! Braga-Bagra!"

The iron bars began to glow in a blue light.

"This is a really good spell," Mordecai explained. With a dramatic flair he said, "And now, these bars will crumble in my wings like cheese! Watch as I scatter them so!"

"Really?" Rigby deadpanned. "Cheese?"

"Look, dude, are going to let me do–YEOW!"

Mordechai pulled back his wings/hands in pain. The spell made the bars burn hot like they just came out of a forge.

"Okay, I must have gotten the accent wrong. Let me try this: Collin…Rayburn…Nars…Trebek!"

In the background, a massive portal opens behind Mordecai. From within it came a massive creature with a vaguely octopus-like head. It was one the Great Old Ones: Cthulhu. With a gargantuan hand, the malevolent creature slowly reached out to Mordecai, Rigby and Twilight. It could already taste the fear from two of the creatures and soon it would feast on the souls of all three. And then it would open up another portal, and summon the other Great Old Ones, the Elder Gods and the Outer Gods onto this world; unleashing unspeakable madness and fear as they claimed it as their own.

Mordecai didn't turn around, so he couldn't see him. But Rigby and Twilight could.

"Uh…Mordecai….?" Rigby asked in a terrified voice. Twilight just stood frozen in one spot, jaw gaping in fear.

"Not now, Rigby. I need to concentrate on rest of this spell. Zabars…Kresge…Caldor…Walmart!"

Cthulhu suddenly disappeared in a puff of smoke, the portal closing permanently behind him. And then he reappeared next to Rigby…no larger than a cockroach.

The raccoon smirked. Cthulhu barely had enough time to scream in terror before Rigby squashed him.

Mordecai scratched his head. "Huh…I could have sworn that would have done something. Let me try this."

The blue jay got out some powder from his cloak, and made a whistling noise. As he whistled, he threw the powder on the cage…which made it shrink.

Twilight gasped. If the cage got any smaller, she'd be crushed to death.

"Mordecai! Stop! The bars! The bars!" the pony cried.

"Hold on, Twilight! Abra-kadabra!"

The blue jay sighed in relief when the cage stopped shrinking. "I can't do this anymore. My magic is almost spent. And I can't risk your life like that again."

"Try again," Twilight said in encouragement. "The spell was wrong but there was true magic. Try again!"

Mordecai just sighed. "My dear, you deserve the services of a first class wizard, but you'll have to make do with a second-rate pickpocket."

He then procured a key that he was carrying in his cloak. He began to use it on the cage's lock, which was shaped like a dragon. Suddenly, the lock came to life, saying in Maleficent's voice: "Fool! A disgrace to the forces of evil!"

"Well, I'm not going miss hearing Maleficent say that all the time when we're gone," Mordecai said to Rigby.

"I don't even know why she keeps saying that," Rigby said. "We're not evil. Our alignment's more Chaotic Neutral with a bit of Chaotic Good in the mix."

After a few seconds, Mordecai managed to get the lock undone and the cage open.

"All right, Twilight Sparkle. You're free!"

Giving the blue jay wizard a grateful smile, the pony jumped out of the cage.

"Awesome!" Rigby said while fist-pumping. "Operation: 'Bust Out The Alicorn' was a success. We rock!"

Then he and Mordecai did their victory cry.

"OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOHHHHHHHHHHHH!"

"Rigby! Where the hell are you?"

Everyone froze. It was Pete's voice! The fat cat (pun not intended) was walking over to them.

"I've solved your stupid riddle. Now pay up the ten bucks, you little rat. Or I'll break both of yer legs." Pete then stopped when he saw that Twilight was out of her cage.

"B-but-but how?" Then Pete saw Mordecai holding a key. His key.

"Why, you little bastards," Pete growled. "I'll kill you! I'll save the trouble of Maleficent of feeding to the Gargoyle!"

He then charged at them, murder in his eyes.

"Run, Twilight," Mordecai ordered. "Run now!"

As Twilight galloped into to some nearby bushes, Mordecai and Rigby charged at Pete. The managed to knock him down, and they began to fight him in the dirt.

As they struggled, Twilight decided to free some of the other animals. After all, it was the right thing to do. She used her horn to unlock the lion, the ape and then the garden snake.

"You big jerk! Rigby and I have taken enough crap from you and Maleficent!" Mordecai said as he wrestled Pete.

Suddenly, Pete managed to wrap his hands around the wizard's throat and began to choke him.

"Some wizard!" Pete sneered. "Bet you can't magic your way out of this, can ya?"

Suddenly, Rigby attacks Pete and bites him on the shoulder.

"AAAAAAAAGGGGH!"

Pete then releases Mordecai.

After freeing the 'dragon', which was just an ordinary iguana, she looks at Demona's cage. She walked closer to her.

As Mordecai got up, he saw where Twilight was heading. "NO! Twilight, stop! She'll kill you!"

When Twilight got close enough to the cage, Demona spoke: "Set me free, little one. We are sisters, you and I. We don't deserve to be caged by mortals for their amusement. Set me free."

As Twilight's horn began to glow, Rigby and Pete stopped fighting.

"She wouldn't?" Pete asked in a horrified tone.

Twilight's horn touched the lock and it fell off.

"She would," Rigby said dryly.

Mordecai screamed, "NO!"

When the lock fell to the ground, the spell was broken. Demona broke out of her cage with years of pent up furry and bloodlust. Pete struggled to get away in terror.

Demona swooped at Twilight, only missing her by mere inches. She lunged again, only this time Twilight was ready; she placed a force field around herself.

Then they heard a familiar cackling.

It was Maleficent. Demona turned her gaze on the witch; eyes filled with hate.

"Not alone! You never could have freed yourselves alone!" Maleficent laughed. "I held you!"

Demona lunged at her hated captor, who calmly held her arms open, as if waiting for Demona's embrace. She didn't have to wait long….

Twilight adverted her gaze as Demona tore the carnival mistress apart.

Mordecai and Rigby ran up to her.

"Twilight! Why'd you do it?" Mordecai asked her.

"She was…she was the first immortal creature I've seen in so many, many years…."

"Well, that's great," Rigby said. "But now can we just run for our lives?!"

"No. We can't run. But I will help you two escape. Come with me, come with me."

The duo began to follow her, but flinched when they hear Pete cry out in terror before being silenced forever.

"Don't look back, and don't run. You must never run from anything immortal…it only attracts their attention," Twilight instructed.

"What? But that doesn't make any sense!" Rigby exclaimed.

"Look, I know it sounds weird. But trust me, it works," Twilight responded.

Our trio continue to slowly walk out of the carnival as Demona tore chunks out of Pete's carcass. She then took flight to circle the area.

Where was the alicorn and the two buffoons?

Damn it. They must have walked away very slowly and not looked back. Works every time.

No matter. She was free from that accursed cage. And woe to anyone who tried to capture her again.

She flew into the night, the moon on her wings. And disappeared into the darkness.

Okay. Chapter three done. Please read and review (and favorite). Also, any ideas for Captain Cully would be appreciated, otherwise I won't be able to update. Thank you!