My Little Pony Friendship is Magic: Return of Nightmare Moon Pt. 2

A/N: TGIF everypony! Man, I'm glad that it's Friday after what I went through at work yesterday, but I'm not going to think about that right now. So, I've been asked about the Element of Knowledge, and all I will say is that it will turn into something special for Sunrise Blossom, but I won't say what since that's a major spoiler. So, three challenges down and three to go. Will the twins and their friends find the Elements of Harmony in time, or will Nightmare Moon win?

Read, review, and enjoy!

Disclaimer: I don't own anything from My Little Pony: Magic is Friendship. I just own any and all characters that I just happen create.

CHAPTER TWO: FACING CHALLENGES PART TWO

Once the ponies found some mushrooms that were safe to eat, they resumed searching for the ruined castle, unaware that the mist-form of Nightmare Moon was flying alongside, searching for another way to stop them.

They'd been walking for a when Rarity started complaining. "No. My eyes need a rest from all this icky muck." She became nervous when the trees grew thicker, blocking out the moonlight so that it was more difficult to see. "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," Twilight Sparkle complained.

As the seven ponies accidentally bumped into each other, having difficulties seeing in the dark, the mist-form of Nightmare Moon merged with a number of trees.

"Ow! That's my hoof!"

"I didn't see you there, my apologies."

"Right here… guh…"

Applejack made a face when he stepped in something squishy. "Oh wait, I think I stepped in somethin'."

Fluttershy was trying to find a source of light and saw something else, and she screamed.

"It's just mud," Applejack assured her when a nearby tree growled. "Aah!"

All around them, the trees began growling and reaching for the ponies, who were screaming in terror. Well, six of the ponies were screaming, but Pinkie Pie surprised them all by laughing at one of the growling trees, and her friends looked at her, confused.

"Huh?"

Pinkie Pie kept laughing, made silly faces, and funny noises.

"Pinkie, what are you doing?!" Twilight Sparkle yelped. "Run!"

Pinkie Pie shook her head, giggling as she turned to her friends. "Oh girls, don't you see?" she asked before breaking out into a song as she danced around them, obvious to the growling trees reaching for them. "When I was a little filly and the sun was going down…"

"Tell me she's not…" Twilight Sparkle groaned.

"The darkness and the shadows," Pinkie Pie sang, "they would always make me frown…"

Rarity sighed. "She is."

"I'd hide under my pillow," Pinkie Pie continued singing. "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 Dash asked.

Pinkie Pie beamed and began the next line while hopping around the scary trees. "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." She then laughed at the nearest tree and the scary face disappeared instantly, the tree returning to normal, and her friends gasped. "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!"

The seven friends ran around, laughing and making faces at the trees until they all return to normal, and they all fell down laughing.

After they were done laughing, the ponies resumed their trek, feeling much better after all that laughing, and they were looking forward to finding the ruins when they stopped suddenly in their tracks when they saw that a river they needed to cross was overrun with rapids that were moving so fast that they couldn't cross it by normal means.

"How are we gonna cross this?" Pinkie Pie wondered and before Rainbow Dash could offer to carry them over, they heard a distant cry. "Huh?"

Pushing through some bushes, the seven ponies found the source of the rapids: in the middle of the river was a massive sea serpent with shiny purple scales, black eyes, and brilliant orange with yellow highlights hair and mustache. He was wailing and stirring up the water as he flopped around, clearly upset since one side of his mustache was shorter then the other side. "What a world, what a world."

Twilight Sparkle and the others walked up to the sea serpent. "Excuse me, sir. Why are you crying?" she inquired.

"Well, I don't know," said the sea serpent, sniffling. "I was just sitting here, minding my own business, when this tacky little cloud of purple smoke just whisked past me and tore half of my beloved mustache clean off, and now I look simply horrid." And he wailed as he flopped into the water, splashing the group.

"Oh, give me a break," Rainbow Dash grumbled as they shook out their tails, coats, and manes.

"That's what all the fuss is about?" Applejack questioned skeptically.

"Why, of course it is," Rarity scolded them and looked up at the sea serpent, who was watching them while tears leaked out of his eyes. "How can you be so insensitive? Oh, just look at him. Such lovely luminescent scales," she added, admiring the glossy scales.

The sea serpent nodded, sniffing. "I know."

"And your expertly coiffed mane," Rarity added, smiling.

He ran his claws through his hair, which was nice despite all his crying. "Oh, I know, I know."

Rarity noted as nice his claws looked. "Your fabulous manicure."

"It's so true!" he gasped since he did work hard on keeping himself looking nice.

"All ruined without your beautiful mustache," Rarity concluded sadly.

The sea serpent nodded as he started crying again. "It's true, I'm hideous!"

"I simply cannot let such a crime against fabulosity go uncorrected," Rarity declared and yanked out one of his scales with her teeth.

He yelped and rubbed the sore spot on his side. "What did you do that for?"

"Rarity, what are you-?" Twilight Sparkle began and they all winced and the sea serpent fainted when Rarity sliced off most of her tail. She then used her magic to attached her tail to his face, replacing the missing piece.

He woke up, saw what had been done, and he was delighted as he straightened up. "Oh-hohohoho! My mustache. How wonderful."

"You look smashing," Rarity complimented.

Twilight Sparkle walked up to her and was sad to see the condition of her friend's tail. "Oh, Rarity, your beautiful tail…"

"Oh. It's fine, my dear," Rarity assured her, glancing at the stump of her tail. "Short tails are in this season. Besides, it'll grow back."

"So would the mustache," Rainbow Dash whispered to Sunrise Blossom.

"Yeah, but it's the thought that counts," Sunrise Blossom whispered back.

Twilight Sparkle glanced over at the river and smiled when she saw that it was calmer. "We can cross now. Let's go." She started across the river when she was suddenly lifted into the air by the sea serpent. "Ah!"

"Allow me," he said, creating a path with his body and waved to the ponies as they bounced across to the other side.

The remaining part of their trip went by without anything else happening and soon they saw in the distance a ruined castle with a bridge to cross the other side.

"There it is, the ruin that holds The Elements of Harmony," said Twilight Sparkle, delighted. "We made it!" And she ran for the bridge.

"Twilight, wait for us!" Applejack called out as they ran after her.

Twilight Sparkle was excited since they were so close to their goal. "We're almost there. Whoa!" She yelped when she found herself almost falling down into the chasm below since the bridge wasn't tied to the other side. She then felt a tug as she was pulled from the edge and looked behind her, just as Rainbow Dash got her back on solid ground and let go of her tail.

"What's with you and falling off cliffs today?" Rainbow Dash teased and Twilight Sparkle smiled sheepishly.

"Now what?" Pinkie Pie wondered.

Rainbow Dash flapped her wings a little. "Duh." And she took to the air, flew down into the chasm and came back up with the other end of the bridge. She flew to the other side and tied one side of the bridge, unaware that the mist-form of Nightmare Moon flew past her and into the nearby fog. She was about to tie the other side when an eerie female voice spoke her name.

`"Rainbow…"`

Rainbow Dash dropped the rope as she looked around for the source. "Who's there?"

`"Rainbow…"`

Rainbow Dash went on the defensive. "I ain't scared of you!" she declared. "Show yourself!"

`"We've been eagerly awaiting the arrival of the best flyer in Equestria,"` said the eerie voice.

"Who?" the blue pegasus asked.

`"Why, you, of course,"` the eerie voice answered.

"Really?!" Rainbow Dash exclaimed before calming down and spoke causally. "I mean… Oh yeah, me. Hey, uh, you wouldn't mind telling the Wonderbolts that, would ya?" she requested. "'cause I've been trying to get into that group for like, ever."

"No, Rainbow Dash," said the owner of the voice as she and two other ponies wearing dark uniforms with yellow goggles covering their eyes, came out of the fog. "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." She then flew around the blue pegasus. "The most magnificent-"

Rainbow Dash nodded. "Yep."

"Swiftest-"

"Yes," the blue pegasus agreed.

"Bravest flyer in all the land."

Rainbow Dash beamed. "Yes," she chuckled, "it's all true."

"We need… you," the Shadowbolt leader whispered into her ear.

"WOOHOO!" Rainbow Dash cheered, jumping into the air for a moment and she turned back to the bridge to pick up the rope. "Sign me up. Just let me tie this bridge real quick and then we have a deal."

The Shadowbolt Leader landed in front of her, blocking her access to the rope. "No! It's them or us."

Rainbow Dash hesitated and then she heard Twilight Sparkle call out to her. "Rainbow, what's taking so long? Oh no. Rainbow! Don't listen to them." And the Shadowbolt Leader thickened the fog to block them out.

"Well?"

"You… Thank you!" said Rainbow Dash. "For the offer, I mean, but I'm afraid I have to say no." And she tied the other side of the bridge and flew through the fog, clearing it away, and behind her, the Shadowbolts disappeared, reverting to the mist-form that disappeared into the trees. Her friends cheered when she returned to them, and they started across the bridge. "See? I'd never leave my friends hangin'." And Twilight Sparkle smiled in agreement since it was a sign of true friendship.

A/N: When I first watched the two part pilot, I was worried that Rainbow Dash would choose the Shadowbolts over her friends, but I was glad when she didn't going over to the dark side. R&R everyone!