Twilight was crying on a bench sad, gray, and lonely.
She remembered when this had happened in her version of ponyvile but OD(other dimension) Discord stole the memory of the spell that fixed things.
"How could I have lost my friends". She said miserably. "With out my magic, I just don't know what to do!" she cried.
"Whats the matter Twilight?" said a soothing voice that spoke slowly.
Twilight looked to where the voice came from.
It was a tall cloaked hooded figure.
"Go away I don't want to talk about it," she said to the stranger.
"Are you sure, talking may help?" The stranger replied
"I-I've lost my friends!". She said to it starting sob some more.
"Really what a shame indeed, might I ask how?"
"Discord brainwashed them and made them opposite of there true self's," She said sadly.
"Oh so it's old goat heads doing," the thing said with regret. This comment made Twilight look at the stranger with a weird face .
"Um yes, but has this not happened before," he asked Twilight. "Did you not encounter this same problem with the Discord of your world?"
"But this one is stronger and he stole the spell from my memories, so I don't think I can even do it, why should I even bother," she said feeling even more down then before.
"Yes why should you even try if they odds are against you ?"
He replied. Twilight then looked at the stranger.
"Well THINK ABOUT YOUR FRIENDS!" he shouted. "They need you and you need them!" "Haven't they helped you before when it was hard for them?" The stranger asked. "Like when you first came to Ponyvile and needed to defeat nightmare moon, they where there before you even knew you needed them, or when you thought there was a crises coming they helped you prevent it even when there was nothing to worry about".
"Yeah," Twilight began to smile as she thought of those times. This caused some of here color to return.
"And you have helped them at times that were not easy too," he continued. "Like when Applejack was overworked and would not ask for help, or when Rainbow Dash was getting a big head with being a hero , You helped them see there error of her ways,"
"Yeah!" Twilight said feeling more and more better. Over half of here color was returning.
"They are at the mercy of both that goat headed demon and loneliness!" the cloaked creature preached.
"So are really just going to sit back and just let all that you care about disappear?"
Twilight was starting to feel so better, that she had gotten of the bench. "No way!" Twilight said as all her color returned to her. "I'm not going to let discord take away my friends again!" Twilight shouted. "I'm going to stop him no matter what!"
"Now that's what I like to hear!" The stranger replied.
Then suddenly the element of magic appeared on Twilight's head.
"The element of magic?" Twilight asked.
"It is the one from this dimension and it has been lost who knows how long". The stranger pointed out.
"Thank you for reminding me how impotent friendship is," Twilight said as she walked up to the stranger.
"I'm glad to have helped, there may be times when are friends are lost, but they are always with us in are hearts" The stranger replied. "Now you better get going your friends need you, Oh and isn't this the memory spell you need ". he said as he pulled out a piece of paper.
"Thanks," she said as she took the spell. The stranger then began walking away. "Wait I didn't get your name," she asked the cloaked person. He then stopped. "I'm...Ben," He said before he walked away and disappeared. "BEN….thank you". Twilight said. She began running to the ruined Apple Acres.
"Your going to pay this time goat head," said Ben in the distance.
Twilight had arrived at the ruined Apple Acres
She walked into the barn and stepped in spider webs. "EIW!" Twilight screamed. The hole place was wrapped in giant spider webs.
"Oh no what happened to this place," said Twilight. "wait is that?" she then noticed a gray applejack in the center of the webs. "APPLEJACK"! Twilight screamed.
"huh who said that" the gray pony answered "it's me Twilight" she replied.
"Twilight, I don't know no Twilight". Applejack replied which caused a web to grow.
"Discord has you under his spell Applejack". said Twilight. "You have to snap out of it"!
"I'm not under anyone's control" she replied. Another web grew.
Then there was a growl.
"What was that?!" asked Twilight
On the other side of the room was a giant spider with a skull on it's back. It was slowly coming closer the the two ponies.
The webs where starting to grab Twilight. "Applejack please!" Twilight pleaded. The webs were about to finish her off. "oh no!"
Then in the blink of an eye the webs were sliced through freeing Twilight. "huh" said the two ponies
"I see you still need some help Twi," said Ben's voice.
"Wha , who said that!?" said Applejack
"Up here ," Ben said well he was lounging on a shelf. "I see you're in quiet the pickle cowgirl".
"I don't know what your talking about?" she replied, which made more webs grow.
"Case in point,you know this could all disappear if only the truth was present," said Ben
"The truth?" Applejack asked, Not noticing that the spider was coming closer to her and about to ponce. Fortunately Twilight was able to blast it back a bit.
"Shame there is nopony with a honest tongue," Ben replied. "Shame, shame, shame,".
"But I am telling the truth," Applejack said as another web grew.
"tsk tsk, by the way what do think of that spider?" Ben asked.
"uh I love him" she replied. Another web grew.
"Applejack!" Twilight pleaded.
"Don't have your own opinion?" asked Ben.
"Huh what's that supposed mean?" asked Applejack.
"All your saying is in a script that Discord wrote," Ben said.
"I ain't following no script!" Applejack yelled.
"Oh really, then say the truth and nothing but the truth go on I dare ya"! Ben taunted her.
"Fine I hate that spider and I know that's Twilight over there"! Applejack shouted. "Uh I mean,".
"Too late," Ben said mischievously.
Then many of the spider webs began to disappear.
"You know, I bet your family must miss you" Ben said.
"What family?" Applejack said.
"Your family back home," Twilight said well trying to get through the webs. "Big Mac, Granny Smith, and Apple Bloom.
"Apple Bloom?" Applejack said.
"Yes Apple Bloom". said Ben. "Wouldn't it be a tragedy if she saw you lying your tail off, you wouldn't want that would you?"
"No I wouldn't want he too, Wait what am I saying!?" said Applejack who was getting very confused.
Ben was able to trick Applejack to speak enough truth to allow Twilight to get across and use the memory spell.
"Quick now's is your chance Twilight!" BEN shouted.
Twilight nodded then charged to Applejack.
The Spider tried to ponce her, but Twilight teleported away from it and over too Applejack. She then used the memories spell.
All of Applejack's life flashed before her and her color returned.
"Twilight, what's going on and why am I tangled in this here web?" Applejack said as she struggled to get free. The Spider then turned around and charged at the ponies.
"Watch out!" said Ben before he threw ninja stars at the web to cut apple jack free. Applejack broke out how the webs. The spider ponced and pinned her to the ground.
"Oh no ya don't!" she the kicked the spider back. The beast shook it off and charged again. This time Applejack was able to deal one final kick to the spider and sent it flying into a wall. It then let out one final roar before it disappeared in a puff of purple smoke.
"Phew that thing was tougher then finding a dragonfly in December!" she said.
Applejack then turned towards Twilight. "Twilight I'm so sorry, Discord had gotten me and-,".
"it's okay I forgive you" said Twilight.
"Lies are like spider webs". BEN started. "The more you make, the bigger the web becomes, and soon you will be consumed by your own creation". He continued. "But the truth is the biggest of all web removes, use it and it will always allow you to be free,".
"Thank you for the help Ben," Twilight said before she noticed he was gone. "So who was yer friend?" asked Applejack.
Suddenly the element of honesty appeared on Applejack's neck.
"Whoa where'd this come from?" asked Applejack.
"I'll explain later," said Twilight. "For now, we'd better go find Rarity,".
Applejack nodded.
They then left for the ruined boutique.
After they had left Ben reappeared in the room.
"They are very powerful" Ben said. "But can they defeat him on there own ?" Ben thought for a moment.
The two ponies had just made it to Rarity's boutique.
The place was in a wreck; the windows were broken, the flour was so torn up that the ground was showing, and there were pointy rock everywhere.
"Wow discord really did a number on this place". Applejack said while looking around.
"Rarity?" shouted Twilight.
Twilight tried to move towards her but there was a bunch of spiked rocks.
"Stay back it's MIINE !" screamed Rarity.
Rarity was in a corner greedily clinging a giant rock.
"uh, what is?" Applejack asked.
"Tom," said Rarity as she stroked the giant rock. "So stay back !".
Twilight just facehooved.
But before they could do anything else, sharp rocks suddenly grew and trapped the two ponies.
"Oh no!" said Twilight.
"Rarity, put down the rock and help us out!" shouted Applejack.
"NO, your going to steal him, I know it!" she shouted, making the rocks impale the two ponies.
Twilight tried to use her magic. But the rocks were some how blocking it.
Twilight and Applejack were about done for, when suddenly a big cherry bomb appeared in front of them. It then exploded in a firework, freeing the ponies.
"What the heck?" asked Applejack.
" I see I'm needed again," said a familiar voice.
"Who is that!?" asked Rarity.
Ben then jumped in next to Rarity.
"That's a lovely rock you have". Ben said as he reappeared.
"It's MINE !" Screamed Rarity.
"Alright, you've made that very clear" Ben said obviously. "But I have an offer for you"
"What offer?" asked Rarity.
"Well you see *cough*, pardon me," Ben tried to say before he started to cough uncontrollably.
"Ben ?" Twilight said with concern.
"Your coughing, what kinda of offer is that ?" asked Rarity.
Ben continued to cough non stop.
"Are you okay?" asked Rarity.
"I'm *cough* *cough* fine*cough*. Ben tried to speak clearly. "A drink might help *cough* *cough*,".
Twilight then noticed a bath tub with clean water in it.
"Don't worry, there's some water right there," she said.
This caught Rarity's attention.
"Hey that's my water!" Rarity shouted.
This made sharp rocks block the way to the tub.
"*cough**cough* *cough*" BEN kept coughing.
"Rarity can't you see he's in pain" Twilight said.
"Can't you show bit of generosity,". Applejack said.
"Generosity ?" Rarity said slowly and with a bit of confusion.
This caused some the spiky rocks to slightly shrink.
"Yes generosity, its were you give something of yours to some one else, with out asking nothing in return," said Applejack.
"But," Rarity said. But by this time, Ben had started hacking up on her.
"You mean like this ?" Rarity groaned as she used her magic to summon a cup of water from the tub and levitated it over to Ben.
"*Gulp* thank you," Ben said.
This made the rocks shrink a bit.
"Now where was I?" Ben asked.
"Something about an offer?" said Twilight
"Oh yes I remember now," he then cleared his throat. "OOOOHHH the pain" he said dramatically while falling to the flour.
"Um are you okay darling?" Rarity said. "BEN!" twilight said about to walk towards the rocks before she was stopped by applejack. "OOOHHH I need that rock I neeeedd it"! BEN said dramatically.
"But its, well um" Rarity said, feeling a bit concerned.
"UUUUAAAAGHGH!" Ben said while reaching towards her.
"Ger, oh fine take it !" she said as she let go of the rock. "Do you feel better now ?!" she asked.
"Much better," he snickered.
This act of generosity had shrunk the rocks down enough for Twilight to jump over and cast the memory spell on Rarity.
Her life then flashed through her eyes and her color returned.
"Huh w-what happened?" Rarity asked.
"Rarity!" Twilight and Applejack said as they hugged her.
"Oh dear, was I gone somewhere, or something?" she asked.
"Nah, you were just in love with a giant bolder, again," said Applejack.
"Don't speak of this again!" Rarity said.
"Ben thanks for helping us with," Twilight tried to thank Ben but he had disappeared.
"Who was that mysterious creature"? asked Rarity.
"Will have to figure that out later," said Applejack.
"Right now, we need to find the others," said Twilight.
"Yes of cores", said Rarity, "I think Pinkie Pie might be in this rather dreadful pond I saw a wile ago,".
The ponies let the room.
Then BEN reappeared.
"A fine acting job if I do say so myself" Ben snickered.
He then walked outside and looked into the distance.
"There so nice and kind," Ben said. "But what if they knew?".
"*grown* this is kinda starting to take a while," said Ben. "I hope they start a montage soon, because this chapter is really starting to drag on,".
The screen the swirled up and music played.
The ponies had just made it to the rather dreadful pond
Pinkie Pie was on a island in the middle of a pond filled with piranhas.
The ponies then saw Ben at island taking to Pinkie Pie.
"Hey what do you call a medium sized weather pony" asked Ben. "Fair in high!"
This did nothing to make Pinkie Pie happy .
"Okay, why are Timber wolfs so annoying," Ben started another joke.
"Because they keep laughing at me," she groaned.
"No, because there are always barking!".
Pinkie Pie still didn't giggle a little.
"Yeash tough crowd," he said.
However, Ben did not notice how close he was to the water. Suddenly a piranha jumped out and bite him.
"YYEEOOOCHHH!" he shouted as he jumped so high, he got stuck on a cotton candy cloud.
This did cause Pinkie Pie to giggle some.
"Oh so its physical humor you like?" he said as he flouted down. "Well in that case," Ben then pulled out an anvil and threw it in the air, which then landed on his cloaked head with loud "BANG!".
There were then little anvils with wings flying around him.
This finally made Pinkie Pie burst into laughter.
"Hahahah the little anvils with those tiny wings ohhohohhaahahah!".
All of the laughing from Pinkie Pie caused platforms to appear, allowing Twilight to jump a cross and cast the spell on Pinkie Pie.
"Hey what happened, and where are those little anvils going ?" asked Pinkie Pie looking at the winged anvils flying away.
"it's good to have you back Pinkie, but now we need to find Fluttershy," said Twilight.
"Oo, I know where she is!" she responded cheerfully.
"Okay while you do that, I'm going to go find the nearest parametric, good night," Ben then fell over and teleported away.
"Is he going to be okay?" asked Rarity.
"He seemed fine to me," said Pinkie Pie
After the ponies had searched for awhile.
The ponies finally found Fluttershy in a giant jar with Ben on top.
"Sorry, I couldn't deal with this one," Ben said before he teleported away.
Twilight then cast the spell on Fluttershy.
"Oh goodness what happened, also why am I in a jar?" said Fluttershy.
"Oops my bad," Ben reappeared and kicked the jar away, then disappeared.
"Um,who was that?" asked Fluttershy.
"Its a long story," answered Twilight.
The ponies where then chasing Rainbow dash.
"You'll never catch me losers"! She said.
"Really shame," said Ben who was flouting next to Rainbow Dash. "You used to be so awesome,".
"Whats that suppose to mean"?! said Rainbow Dash looking at the cloaked character.
"Well its just leaving your friends behind to perish, just doesn't seem that cool" Ben replied.
"What, who said that they would" Rainbow Dash said while getting rather flustered. "I wasn't trying to, oh maybe I should go back?" she thought. "No I don't need them ,but what if they need me ?" said Rainbow Dash as she argued with her self.
"Oh I can't decide !" she shouted.
"Okay I'll decide for you," said Ben right before he smacked Rainbow Dash down with a red and yellow hammer.
She hit the ground with a large boom.
The ponies then caught up to Rainbow Dash and Twilight cast the spell.
"Huh what happened?" said Rainbow dash. "*grown* and why do I feel like a whack-a-mole?"
"Rainbow!" aid the ponies as the hugged her.
"Okay if some dancing buffalo pas by then I'm feeling some serous de'javu". said Rainbow Dash.
the montage then ended.
"Good, this was taking forever," said Ben.