Chapter 10: Friendship is Magic Part 3: The Quest for the Elements

AppleJack and Spyro were heading to the mouth of the Everfree Forest where he told everyone to meet up so they can go after the Elements of Harmony together, but Spyro still was not comfortable with taking his new friends into danger as they weren't capable of fighting the Heartless let alone whatever danger is in the Everfree. However, they were determined to help him no matter what and wouldn't back down, which he had to admit was courageous of them, but also foolish as he was still a little weak from the spell he used to help Twilight understand him and the Heartless would take advantage of that.

Applejack could looked over to Spyro and could see how worried he was by how he walked and by the how tense he seemed as he didn't utter a word, which to her was normal as he wasn't much of a talker, but she was still a little worried about. The two of them walked in silence for a few minutes until they reached the mouth of the Everfree Forest where everyone was supposed to meet, finding that no one was there yet.

"Seems like we're the first ones here." Spyro said. "Guess we got a bit of time to wait."

"Seems like it." Applejack replied. "Ya sure ya'll are strong enough to fight sugarcube? Ya did say that if nightmare Moon comes to fight us, ya wouldn't know if you'd be strong enough to face her."

"I'll manage." Spyro replied, but his heart was telling him that she was right.

Deep down, he didn't know if he was strong enough to face her as she was banished for a thousand years, so her magic might be stronger than his, but then again she probably wouldn't have had much time to practice what she knew, so it was up in the air if he'd succeed or not. While they had time to wait for the others, Spyro pulled out several of the books from his bag and started flipping through them to see if he could find something about cleansing the heart as his mission was to save Princess Celestia's sister from the darkness that has corrupted her heart and Master Yen Sid said to consult the books for answers. As they waited, he sat down and flipped through book after book, trying to find something that could work to cleanse the heart, but found nothing and the only thing that can at least get him into the heart was the spell he used on Twilight: Journey of the Heart.

His frustration was starting to take its effect as he was loosing his patients and his temper while looking through several books already, but found nothing in any of them about cleansing a heart. Seeing Spyro's frustration as he skimmed through his books, Applejack walked over and sat next to him, hoping to help calm him down and looked over his shoulder to see what he was reading, only to see some spells and text, some of which she couldn't make out what they meant.

"Is there anyway Ah could help ya Spyro?" Applejack asked. "Ya seem a bit tense."

"I'm fine AJ." Spyro replied, clearly not alright. "I just need to find something that will help us against Nightmare Moon."

"Well, what are ya looking for?" She asked. "Spyro, we're friends and Ah want to help. Whatever it is, please, let me help ya."

He looked over to Applejack, sensing her desire to help him, but also something else he wasn't familiar with. Some kind of feeling he never felt before either during his time in the worlds or even when he was back at home before he was even brought into his new life. Just jotting it down as some kind of desire, he relented and pulled out a tome he knew she could probably read as it held some information on hearts and on some magic.

"Here." Spyro said, passing it to her. "There information on the heart in this tome. Maybe there might be something in there that could help."

"The heart?" Applejack asked, opening the book. "What is so important about the heart besides it beating to keep us alive?"

"That's only the physical form of it." Spyro replied. "It holds information on some of the other aspects of the heart that everyone else doesn't realize. Emotions, attachments, light, dark, even how powerful the magic in a heart can be. There was someone who tried to study all these aspects of the heart, but didn't get very far with his research."

"Oh, and who was he?" Applejack asked, looking at the first page.

"His name was Ansem." Spyro replied. "Ansem the wise. He spent years trying to study the heart and the magic in it, but found that all hearts are too erratic, unpredictable. The more he tried to learn, the less he could understand. Eventually, his research lead to the darkest part of the heart and the creatures that dwell within, the Heartless."

Applejack looked at Spyro I horror, hearing that a pony had discovered the Heartless, possibly leading to the struggles and horrors Spyro faced currently. But all he did was smile, telling her that there was more to his tale.

"But when he discovered these creatures, he ended his research." Spyro continued. "Found that nothing could be gained from unleashing the terrors of darkness upon all the world. But his apprentice, Xehanort, wanted to push beyond what his mentor had discovered and continued the research, unleashing the Heartless and releasing the horrors of darkness into the worlds. But if there is one thing that Ansem's research helped out with, its understanding that hearts are usually unpredictable and that they are equal parts light and darkness. Without one, the other cannot exist."

He then returned to skimming through the books trying to find something while Applejack just looked at him, trying to wrap her head around what he said to her, but finding that what he said to be difficult to process. She then looked into the tome he gave her, hoping to find something to help him while they waited. Time passed by and Spyro was growing more and more frustrated as he was on his eighth book and still found nothing while Applejack just read through the tome she was given, trying to find something to help easy her friend, but found nothing. A moment later, the two of them heard hoof steps and looked up, seeing their friends walking towards them, ready to go.

"Guess we're out of time." Spyro said, putting the books back into his bag. "Well, at least I learn a few new spells while reading. Hopefully they might help us against Nightmare Moon when we face her."

Applejack nodded her head, disappointed that she couldn't find anything for him and got up as well. As she was about to get up, a gust of wind came up on them, nearly blowing her hat off if she hadn't held onto it when it came. She looked down to pick the book up when she saw something that caught her attention, reading it, her eyes widened at what she read, hopefully that it was something that could help.

"Spyro, Ah think Ah have something." Applejack said, calling him over.

He looked down at the page Applejack was reading, surrounding the book in his aura and bringing it closer so he could read what was on it.

"The Hearts Final Connection." Spyro read. "Though I have not uncovered much about the magic in the heart, my travels into one has revealed that if the heart is surrounded by darkness and engulfed in it, it is not the end. I have found in my own study that the heart will always have a spark of light in it that will never go out. It has been discovered that if someone has another they cherish more than anything else or their conviction is stronger, then whatever they cherish the most will be the anchor that will allow that light to remain and never fade. It can be anything from a simple gift from a friend or the person themself, as long as it remains intact, the light will never fade and there is a chance to save them from their darkness."

When he read what was written, his face brightened up and he cheered so loud it made Applejack jump as she never heard him cheer that loud before.

"AJ you did it!" Spyro said, praising her. "You found the key to saving the princesses sister."

"She did what now?" Rainbow Dash asked, everyone approaching the excited stallion.

he showed them the pages of what Applejack found, letting them ready what was on it, letting them understand why he was so excited in the first place.

"Ok, so you found something about a ponies personal connection to something." Rainbow Dash said, not fully understanding why he was excited. "How in the world does this help us?"

"You may not have noticed it, but I have." Spyro said, confusing everyone. "When Nightmare Moon was addressing everyone at the celebration, I saw a tear roll off her muzzle, filled with despair and pain. That means that Princess Celestia's sister, Luna, is still in there and can be saved. If I can find a way to cleanse her heart of the darkness that has corrupted it, she can be free and won't have to live in despair anymore."

"But we don't have time for you to find something like that." Twilight said. "Nightmare Moon is already causing panic and we'll all perish without the sun. First, we need to get the Elements of Harmony, then we'll figure out how to purify her."

She walked past him, leaving everyone else behind to contemplate what he said and how it could help them. But a moment later, they all walked into the Everfree Forest, following Twilight as they made their way into the dark forest. Spyro looked around the surrounding, taking in the entirety of it and sensing a kind of magic in the air that seemed stale, yet filled with power. He looked to everyone around him and could feel their anxiety as they walked through the forest, sensing they did not wish to be here, but still kept walking on as they had a mission, but couldn't get that one question out of his mind.

"So why are you guys afraid of this forest anyway?" Spyro asked, making the girls all turn to face him, jaws dropped. "I can sense the magic here is ancient, but I don't get-"

"What kind of question is that!?" Rainbow Dash said. "Didn't;'t you say you read about the Everfree a little while ago?"

"The plants here grow on their own." Rarity said. "Untamed by anypony."

"The animals care for themselves in this forest." Flutter shy added, shaking and trembling with each step they took into the forest.

"And the weather acts all on its own, no pegasi intervention what so ever." Applejack added, her teeth chattering as she said it.

Spyro looked at everyone around him, shaking in fear as they talked about it, but Spyro just face smacked himself, not believing what he was hearing.

"You girls serious?" Spyro asked. "You're basically describing my home where we call that 'nature.' Nature takes care of itself and people back home never mess with it."

The girls were horrified to hear that he lived in a place that was like the Everfree and wasn't even bothered by it. As they walked through the forest, they came to the side of a small ravine where the cliff side was a little unstable and littered with small rocks, just round enough to trip a pony if they weren't careful. Spyro walked ahead and used the force to sweep the rocks away while also using his earth magic to detect where the small rocks were since the sun hadn't come up yet, the darkness of the night made trying to see near impossible.

"Stay close." Spyro said. "And whatever you do, you see any Heartless, let me handle them."

"What why?" Rainbow dash asked.

"Yeah Spyro, why let ya know?" Applejack asked. "Ya'll got more of them Keyblades, surly you can at least lend them to us."

"Sorry AJ, that's a no go." Spyro replied, getting an angry stare from her and Rainbow Dash. "Remember when the princess tried to hold my Keyblade?"

Applejack and Rainbow Dash thought about it for a moment, but then remembered what happens when someone who isn't the original master. But they still knew that he had more and could possibly hand them out.

"Plus, even though I have my own personal Keyblade, I can't just give out all the ones I have to anyone." Spyro continued. "You need to be worthy enough to be able to have a chance to get one."

"So how do we get one?" Rainbow Dash said, eager to know.

"Well, there is the Keyblade Inheritance Ceremony." Spyro said, perking everyone's ears. "It's when a Keyblade master, or someone around that level of power, allows a successor to touch their Keyblade and should they be strong enough, they will acquire their own Keyblade. Another way is if the heart of another is stronger than the successor, acquiring their Keyblade as your own."

As he explained how someone can get a Keyblade, he felt a disturbance in front of him, feeling the bitter cold of a void opening up. A moment later, multiple voids opened up and Soldier Heartless popped out of them and charged.

"Soldiers." Spyro said, summoning his Keyblade. "Stay behind me."

As the first one spun and leapt at him, he blocked the attack and struck it down and charged towards them, taking care of the Heartless one by one as they attacked. While fighting them off, Spyro felt like something wasn't right as Soldiers usually don't attack on their own as they always have back up. When striking the last one down, more voids opened up and more Soldiers came out, but this time with Powerwilds with them, monkey like Heartless that whose claws are sharp and their agility allows for them to leap at their target and cause serious harm.

"Soldiers and Powerwilds." Spyro said. "What's next? Come on, give me a challenge!" Just as he said he, he heard something that sounded like hissing and looked around, only to actually see a Minute Bomb on the cliff, a small metal sphere that detonates itself to harm its opponent. His eyes widened in horror as the number above its head reached the final seconds. "RUN!"

The Minute bomb blew up and the whole cliff side started crumbling down, slanting at a downward angle that caused all of the non-flying ponies to start sliding down the slope while the Soldiers just disappeared into the voids they opened. Rainbow Dash managed to catch Pinkie, who was just giggling and laughing at the good time she was having while Fluttershy caught Rarity and helped her down to the ground. Applejack managed to catch a nearby branch to stop her descent into oblivion, but Twilight was unfortunate as she slowed down, her back half hanged over the edge.

"Twilight!" Spyro shouted, diving to help her, but got blindsided by an Air Soldier, kicking him away. "Get out of my way!"

As Spyro was busy with the Air Soldiers, Applejack slid down and grabbed Twilights hooves.

"Hang on there Twilight." Applejack Said. "I gotcha."

While Applejack was holding onto Twilight, they both heard something coming from the top of the slanted slope and looked, only to see the Powerwilds crawling over to them. Twilight and Applejack both felt their hearts pounding against their chests as they slowly crawled over to them, finding them to be easy targets. Applejack looked at Twilight and then to the ground, but saw something that caught her attention.

"Twilight, ya'll are gonna need to let go." Applejack said.

"Are you crazy?!" Twilight asked. "Does it look like I have wings!?"

"Twilight, what Ah'm telling ya is the honest truth, ya'll are gonna be alright." Applejack said, looking back to see the Powerwilds get closer, then looking back at Twilight. "Ah promise ya, yer in good hooves. Now let go!"

Twilight looked shocked that her friend would suggest such a thing, but then looked back at the Powerwilds as they slowly approached, fearing for both of their lives. Deciding to trust her, she let go of Applejacks hooves and screamed as she fell, but stopped when she was caught by both Fluttershy and Rainbow Dash, slowly descending to the ground to safety. Applejack smiled knowing her friends was safe, but turned to face the Powerwilds, trying to put on a brave face, but was scared out of her coat as they kept on approaching, eyes on their prize.

Spyro had just mopped up the last of the Air Soldiers and turned to see the Powerwilds closing in on Applejack with Twilight no where to be seen until he saw the two pegasi carrying her. Released that Twilight was safe, he feared for Applejack as she tried to kick them, but it did nothing to them as they just swung to hit back. Without thinking, he conjured up an orb of pure light above his head, bright enough to where everyone on the ground could see it, looking up to see him building it up.

"Chaos Blast!" Spyro shouted, sending the orb at the cliff. When the orb collided with the cliff side, a wave of light washed over everything, destroying the Heartless in a single blast, but when the light disappeared, the cliff side exploded, tossing Applejack into the air, screaming as she fell. "Oh boy, too much power."

He dive bombed towards the falling earth pony, tucking in his wings to make himself smaller as he fell, speeding towards Applejack. When he was close enough, he spread his wings, slowing down and caught her, holding her in an embrace and he tried to even himself out and glide down. However, the falling rocks made it difficult for him to safely glide down, so he tilted his whole body down and flew straight to the ground while dodging falling boulders. A minute later, he saw he was getting close and tried lifting up, but him momentum was too much as he couldn't pull up in time to land safely, so he spun himself around to where his back was to the ground and wrapped his wings around them both, crashing into the ground with a loud thud, leaving behind a large trail as he skidded to a halt.

Applejack was the first to get up as she cough up all the dust that was kicked up when they crash landed, but heard Spyro groaned, making her hop off and help him up.

"Spyro, ya'll ok?" She asked, dusting him off.

"Yeah, I think so." Spyro replied. "Though I think I put too much power into that attack."

"Ya think?" Applejack replied, raising an eye brow.

"Spyro! Applejack!" Twilight shouted.

The two looked to Applejacks right and save the girls running up to them, pleased to see they were ok. It was Rainbow Dash who first got to them and hugged them both in a bear hug, which seemed to have caused Spyro a bit of pain as he winced. She broke off the hug and she backed up, regrouping with the others.

"Spyro, Applejack, we were worried." Rarity said. "When that orb collided with the cliff and you fell AJ, we got really worried."

"But Spyro managed to save her in time before she'd go SPLAT!" Pinkie said, falling down and somehow flattening herself and then getting back to normal. "That big ball thingy was as bright as the sun, maybe you might be her long lost sibling and we didn't know it! Maybe he's secretly a prince and might be able to raise and lower the sun and moon like the princess! Maybe-"

Rainbow Dash put her hoof, silencing Pinkie before she could go into a tangent. Spyro was shaking his head, thinking how Pinkie was very close to her guess, but far off at the same time. When Rainbow Dash removed her hoof, Pinkie had calmed down and was talking about the fun they were gonna have when they got back and all the partying and a surprise for Spyro. He could guess what it was, but wanted to just act surprise for Pinkie as she probably worked hard on it to be a surprise. Before they could continue, Spyro smelled something foul, but not dead, but instead it smelled metallic to him, looking around until his eyes were set on one of Rainbow Dashed hooves as it was covered in red, which he could only guess what it was.

"Rainbow, your hoof!" Spyro said, scared for his friend.

She didn't understand what he meant until he pointed to her right hoof, looking down she saw it was red with what looked like ketchup, but when she sniffed it, her eyes widened as it was blood.

"You're bleeding!" Pinkie said, disappearing and reappearing wearing a nurses hat. "I'll take care of it right away!"

"Hold on Pinkie, it's not mine." Rainbow Dash said, putting her hoof down. "There wasn't any blood on my hoof when I caught Twilight or you."

"Then where did it come from?" Spyro asked.

"U-um Spyro." Fluttershy said, her eyes wide with horror. "Y-your wing."

Everyone looked at his wings and he even moved them, finding that his left wing was ok as it was moving well, despite the crash, but when he tried moving his right wing, he felt nothing. He looked and saw that it was broken in half at the shaft and the bone was sticking out, making everyone's color pale as they saw the broken appendage.

"I-I-It's broken." Twilight said, feeling nausea rise in her stomach. "Your wing is broken."

"Must've happened when we crashed." Applejack said, trying her best not to lose her lunch. "We better get ya to a hospital and fixer up."

"I-it's not just in one spot either." Fluttershy said, walking up, pointing to the wings elbow and further up the shaft showing where the other breaks are. "It's broken here and here too. I'm afraid he's going to be crippled."

"Well that's just great!" Rainbow Dash said, fuming. "Not ten minutes went by and you go get your wing broken and possibly crippled, so uncool dude."

"Eh, not the worst thing to happen to me." Spyro said, shrugging it off. "Been through worse."

"What's worse than a crippled wing?" Rarity asked. "Surely this is the worst thing to happen to you in your life. You need to head back now."

"Nah, I got this." Spyro said, immediately a green aura surrounded his wing and it started to crack and snap as everything went back into place, healing the breaks and open wounds, making the girls cringe at the noise until the aura faded, revealing his wing to be fully healed and functioning again. "Good as new."

"What the heck?" Rainbow Dash asked. "What did you do?"

"It's another of my abilities." Spyro said. "It's called Chaos Healing.'

"Chaos!?" Everyone shouted, surprised at him using the world.

"Spyro, the use of chaos is forbidden." Twilight said. "You need to be more careful or-"

"Relax Twilight. It's not that kind of Chaos." Spyro said, opening his jacket to reveal the emeralds, getting everyone's attention. "I'm talking about these. They're Chaos Emeralds and they hold chaos energy that is lighter and more manageable than the twisted unpredictable kind. The energy used in these emeralds is positive energy, so that means it heals and restores. But when I need some more power, better be standing back a little because that's when things hit the fan."

Everyone was stunned that he had magical jewels in his chest, but Rarity was fascinated by them as they glowed and gleamed in the light as if the power inside was reacting to something. Spyro zipped his coat up and motioned for them to follow him as they still had a quest to complete. Little did they know was that they were being followed by a blue aura twinkling and then flying ahead, as a roar sounded out in the distance.

With Spyro and the girls, everyone was walking in silence as they were trying to process some of the things that have currently happened with Spyro and with the changes to their world. But Twilight seemed more interested in Spyro's magic as she kept asking him questions about how it worked and if he could teacher any of the spells, which he kept refusing as some of the magics he knows might do more harm than good while Applejack stayed by his side, trying to get Twilight to stop pestering him. But everyone heard a roar, which made both Twilight and Applejack move closer to his side in fear as the bushed rustled.

"W-what was that?" Twilight asked, shaken by the roar.

"Don't know." Spyro replied. "Stay alert. Who knows what's out there."

A moment later, a creature jumped out of the bushes with the body of a lion, wings on its back, and a scorpions tail.

"A Manticore!" Twilight shouted. "Scatter!"

Everyone ran in different directions to avoid being hit by its massive paws, but Spyro leapt up into the air and summoned his Keyblade, smacking the Manticore in the head, catching its attention. Spyro landed behind the Manticore as it spun around, putting its focus on the one that hit him. But Spyro did forget about the tail as it thrusted towards him, ready to let some poison in his body, but his reaction was swifter Thanh the manticores tail as he ducked and then flipped over the tail. He landed on the ground, but leapt again to avoid another attack, but this time landing on its back and fired some ice on the point of the tail to keep it from hurting everyone.

"Looks like you've been put on ice." Spyro said, cracking a smile.

The mares were stunned by how he was handling the situation and by his reaction timing with avoiding the tail and the paws, seemingly enjoying every minute of it as he smiled like a goof. But Fluttershy noticed something on the manticores paw that might be causing the beast to go on a rampage and walked up to it, confusing the others as to why she'd approach something that dangerous.

"Um, Spyro, could you stop fighting it please?" Fluttershy asked, stopping the battle as the Manticore ended its rampage.

"What?" Spyro asked, looking to the Manticore and then to his friend. "Why? It attacked us."

The beast growled at Fluttershy at first, but she rubber her muzzle on its paw, showing it she meant no harm and she only wanted to help. Spyro was surprised at how she was able to handle going up to a dangerous beast like a manticore without any issues like she did when talking to ponies, but he then thought to himself that she was probably more at peace with animals than with other ponies. He got off the manticores back and walked next to Fluttershy, Keyblade still out just in case its attacks again.

"Come on little guy, show us what's wrong." Fluttershy said, being calm and soothing.

The manticore looked at Spyro, seeing his weapons out, but then dismissed it, approaching it the same way as Fluttershy did.

"Sorry about the bonk on the head buddy." Spyro said. "You kind of spooked us when you came out roaring. But if Fluttershy thinks there's something wrong, then I'll trust her judgement. So please, show us what's wrong."

The manticore then revealed the problem, opening its paw to show that it has a thorn in it, causing the rampage in the first place as it was buried deep in there.

"Ouch." Spyro said. "Poor thing must have stepped through a thorny bush."

"Oh, you poor baby." Fluttershy cooed. "Your paw must be aching from this mean old thorn. Spyro, could you please remove it?"

"Sure thing." Spyro replied, pulling the thorn out.

Almost immediately, the manticore pull them both up and roared at them. The others watched, gasping as it pulled them towards it and looked away, not wanting to see the aftermath. However, the roar they heard turned into purring and Fluttershy giggling. Curious, they looked towards the manticore and their jaws dropped, Pinkie's literally dropping to the ground when they saw it liking the two of them affectionately, thanking them for pulling the thorn out.

"Aw, you're just a little kitty at heart aren't you?" Fluttershy asked.

"Fluttershy, you got a strange idea for 'little' animals." Spyro said, trying not get any slobber in his mouth. "Ok, ok boy. Down boy down."

As the manticore was focused on its two new friends, the others managed to sneak by it and get across without any further complications. As the Manticore set them down, Fluttershy's mane was sticking straight up from the manticore's affection while Spyro was completely soaked while his mane was standing up as well. He then turned to face the giant cat and summoned his Keyblade, scaring both of them.

"Don't worry boy, I'm not gonna hurt you." Spyro said, reassuring both it and Fluttershy. "You're still a little beat up from our fight. Let me fix you up." He raised his Keyblade up to where it pointed at the beast, focusing on it. "Curaga!"

A second later, two pink bell shaped flowers appeared above the manticore and made a ringing noise as green powder, landing on the creature and removing the ice from its tail and the bruises from all over its body, healing it instantly.

"There you go.' Spyro said. "Take care now, and be good."

The two ponies turned and left, heading back to the while they both laughed at each other's mane as they both looked ridiculous with their new looks. Waiting for them was Twilight and she looked beyond bewildered as she couldn't wrap her head around what had happened.

"How did you two know about the thorn?" Twilight asked.

"I didn't." Spyro said, using his magic to dry and clean his clothes and his mane. "Fluttershy just told me to stop fighting and I listened."

"And I didn't know until I noticed it limping." Fluttershy said, fixing her mane. "Sometimes we just need to show a little kindness."

"You got that right." Spyro replied, walking with Fluttershy.

Twilight couldn't help but smile as she took the lesson she just learned to heart as they continued on their way. As they walked, the light from the moon started to dim, making it harder and harder to see until it was pitch black, making it impossible for anyone to see.

"Consarn it!" Applejack said. "Ah can't see a thing. It's so dark."

"You can say that again." Spyro replied. "Can't even see my own hoof in front of me."

"Spyro, aren't you half dragon or something?" Rainbow Dash asked. "Can't you see in the dark?"

"Hey just because I'm half dragon doesn't mean I have night vision." Spyro said, bumping into someone. "Whoops, sorry."

"Oh, that's quite already Spyro darling." Rarity said. "I can overlook that as it's very dark. Wish we had a light."

"Hang on, I just remembered something." Spyro said. "One second."

Spyro shook his body a bit and his entire body lit up, shining some light in the dark space and having a bunch of confused mares look at him, trying to figure out what he just did.

"Um, how are you doing that?" Twilight asked.

"Oh that's easy, I swallowed a flashlight." Spyro said, making the girls eyes widen and their jaws drop as he said that. But he started laughing at the mares shocked looks, not able to hold a straight face. "Joking, I'm joking."

"Ya'll better be." Applejack said, after snapping out of her shock. "Because if ya'll did swallow a flashlight Ah'll-"

She then looked all the way in the back and saw the same Manticore that he and Fluttershy helped, following them. Everyone else noticed she was staring at something and looked to where she was looking and saw the manticore, watching as it approached Spyro and rubbed its head on him.

"Aw, I think someone likes you." Fluttershy cooed, finding the encounter adorable.

"Seems so." Spyro said, petting its head. "Yo AJ, think we can keep him?"

"Absolutely not!" Applejack replied, furious that he would ask something like that. "Ya'll think that having such a creature as a pet is a good idea? Ah think ya might have hit yer head when we crashed."

Before he could argue for his new friend, the manticore dropped something in front of him and ran off back into the woods, leaving them alone with what it brought. What it did bring him was a small red and gold chest with a big keyhole on it. To Spyro, the chest it brought was an item chest and was very happy and it usually had either a potion, an ether, or materials he could use.

"Oh, seems like he wanted to thank you for healing him." Fluttershy said. "Wonder what's in the chest?"

"One way to find out." Spyro said, summoning his key blade. He tapped the lid of the chest and it opened instantly, surprising everyone as he just opened it without putting it in the keyhole. What was inside was a recipe and the contents made Spyro smile as it was something that he knew everyone would love.

"A piece of paper?" Rainbow dashed groaned. "What's so special about a piece of paper?"

"Oh you'll find out later." Spyro replied with a skill, putting it into his bag. "Anyway, let's keep going. We must be getting close by now."

They continued onward as they traversed the dark forest, but as they were about to exit, Spyro ran out of energy and his light died, making everyone groan and complain all at once.

"Yo Spyro, can you get the lights back on?" Rainbow Dash asked. "We can't see a thing."

"Sorry Rainbow, that's a no go." Spyro replied, tossing an ether in the air. "Using that spell requires a lot of energy and if I try using it again so soon, I risk burning up. I'd basically pop like a firecracker. Besides we're almost out." He ran into someone again and made someone yelping, recognizing the quiet and gentle voice and immediately feeling awful. "Oh, sorry Fluttershy. Didn't mean to do that."

"I-I-It's ok." She said, trying not to freak out. "I-It was an accident."

"Ick! I hope we are getting close." Rarity said. "I think we're walking in mud."

"Rarity, you walk on dirt road everyday." Spyro said, annoyed that Rarity would complain about being dirty. But a moment later, he heard her scream, groaning. "Rarity, a little dirt isn't going to-" He then bumped into a tree, rubbing his head as he did, but the tree wasn't normal as it had a scary face on it, sending a shiver down his spine. "Ok, that is creepy." A moment later, the mares were all screaming and running around, seeing the trees scary faces before huddling together, shaking in fear.

"Oh for the love of all things light." Spyro said, face smacking himself. "Now they're scared of scary faces. I'm gonna need to ask Master Yen Sid for a vacation after this."

While they were huddled up in the middle of the scary faced trees, they all heard someone laughing and looked to the source, finding Pinkie laughing and making silly faces at the tree like it was nothing scary to her.

"Pinkie!? What in Celestia's name are you doing!?" Twilight exclaimed. "Get away from those trees!"

"Oh come on, girls. Don't you see?" Pinkie asked. A moment later, Spyro could hear music playing out of thin air, his ears twitching a little at the tune.

[Pinkie Pie]

When I was a little filly and the sun was going down,

"Wait is she-?" Twilight tried asking, but was interrupted by Pinkie as she continued her song.

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

"Yes, she is." Rarity replied, everyone watching as she bounced around. Spyro joined the group a second later, unconsciously nodding his head to the music.

I hide under my pillow from what I saw, but Granny Pie said that wasn't the way to deal with fears at all,

"What's that then?" Spyro asked, Pinkie appearing next to him with a grin.

She said, "Pinkie, you gotta to stand up tall, learn to face your fears. You'll she that they can't hurt you, just laugh to make them disappear. Ha. Ha. Ha.

As she laughed, the face on the tree disappeared in a puff of smoke, making the tree normal again. Everyone was dumbfounded that laughing actually worked, but a second later Pinkie grabbed Spyro's foreleg and pulled him with her.

"Come on Spyro, sing with me!" She exclaimed.

"But I'm not much of a singer." Spyro replied.

But a moment later, he felt something inside him as the lyrics seem to come into his mind, suddenly feeling the urge to join in.

[Pinkie and Spyro]

Soooooooooo [Pinkie]

Giggle at the ghosty [Spyro]

Guffaw at the ghosty [Pinkie]

Crack up at the creepy [Spyro]

Whoop it up with the weepy [Pinkie]

Chortle at the kooky [Spyro]

Snortle and the spooky [Pinkie]

And tell that big dumb scare face to take a hike and leave you alone and if he thinks he can scare you

thenhesgotanotherthingcomingandtheveryideaofsuchanactmakeyouwanna- Hahahahahahahaha! Heh!

[Pinkie and Spyro]

Lauuuuuuuuuuuuugh!

While they sang, everyone else was laughing at the faces, finding them to be absolutely ridiculous. And after they were done singing, Spyro felt a sudden warmth inside as the ground beneath him started shining with light and while he and Pinkie were standing in the center of the circle of light, a pillar of light shot up with the both of them still in it, expanding outward as it passed over the forest, washing over several heartless that was in the forest waiting for them. When the light died down, Pinkie was just bouncing and giggling, heading to her friends, but Spyro was looking between the ground and the sky, trying to figure out what he just did.

"See, there was nothing to be afraid of." Pinkie said, laughing with her friends.

"Guess those faces were a little silly." Twilight said.

"Holy smack!" Spyro shouted, getting everyone's attentions, but seeing tall the pink hearts flying into the air and disappearing.

"Are all those hearts from the Heartless?" Twilight asked, everyone walking next to Spyro.

"Seems so." Spyro replied. "Looks like they were waiting for us."

A moment later, a large lizard like heartless slowly crawled towards them, making the girls back away in fear as Spyro summoned his Keyblade for a fight, but the Heartless collapsed to the ground. Upon inspecting it, Spyro recognized the lantern shaped tail and knew exactly what it was before it exploded, releasing a heart.

"No wonder it was dark." Spyro said. "That was an Illuminator."

"A what?" Twilight asked.

"An Illuminator." Spyro said. "It's a special kind of Heartless that absorbs all light around it with its tail, making everything so dark you can't see a thing."

Everyone left the forest, glad to be far away from it as they kept going towards their destination. Along the way, they watched as the hearts all flew into the air, admiring the beauty of the show as they flew, but a moment later, Spyro fell into a raging river."

"Spyro!" Everyone shouted, running to the river to find their friend.

Before they got there, Spyro shot out of the water and landed at the edge of the river, completely soaked from head to hoof. He shook himself to get some of the water off before heating his body up to evaporate the remaining water.

"Spyro, ya'll ok?" Applejack asked as they approached him.

"Yeah, I'm ok." Spyro replied. "Needed a bath anyway after that manticore was done licking me."

They then heard someone crying downstream where all the raging waves were coming from, so they followed it until they found the source of the raging rapids and the crying. It was a massive purple serpent with orange hair in a fancy style and half a mustache the same color, but was balling his eyes out as his tail caused the waves.

"Excuse me sir." Twilight said. "What seems to be the problem?"

"My figure, It's ruined!" The serpent cried. "Here I was, minding my own business when all of a sudden a cloud of blue smoke came by and sliced my mustache!"

He bawled again and slammed his tail in the water, getting the whole group wet. While everyone else was shaking the water off, Spyro had pulled out some soap and scrubbed as hard he could before another wave came and washed the suds off.

"That's it?" Spyro asked, drying himself off. "That's why you're crying?"

"Spyro, don't be so insensitive!" Rarity said, scolding him. "Why, look at those luminescent scales, that coiffed mane, the fabulous manicure." Rarity's compliments seemed to have helped the serpent's self esteem as he seemed to calm down. "All of it, ruined without his gorgeous mustache!"

"It's true, I'm hideous!" The serpent said, the waves getting worse as he cried more than before..

"Why, I cannot let a crime of fabulosity go uncorrected." Rarity said, biting down and pulling one of his scales off.

"Rarity what are you doing!" Spyro asked in horror. A second later, Rarity cut her own tail off, turning it from long and elegant to short and unevenly cut. Spyro's face lit up.

He averted his eyes and used his wing to try and not look at Rarity's rear as it was now exposed. Rarity however took her cut off tailed and tied it around the serpents cut off tail, shuddering at what she did to her own tail. A minute later, the serpent had calmed down and was cheering, happy at his new mustache, but it being a looking little awkward as the colors didn't match very well.

"My mustache!" He shouted, twirling the strands of hair. "It's perfect again. Oh, thank you my friend."

"You're most welcome darling." Rarity replied. She then looked back to her tail, putting on a brave face, but in reality she was hurting on the inside. "Short tails are in season right now. It'll grow back."

"Try telling that to me!" Spyro said, still covering his eyes. "Could have given me a warning before you go doing something like that!"

With the serpent calmed down, the water in the river soon calmed down as well, allowing everyone to cross without a problem. But they didn't need to get their hooves wet as the serpent made a makeshift bridge for them, allowing them to cross without going into the water. They all said their farewells to their new friend and continued on their way, but as they walked, Spyro couldn't help but feel bothered by what the serpent said about the blue smoke. It wasn't a coincidence as he felt something was off the moment they walked into the forest, like they were being watched and the one watching might be Nightmare Moon trying to stop them from reaching their destination.

Applejack seemed to notice Spyro was bothered by something as he was trailing behind them at the very back of the group. Deciding to hang back, she waited for him to walk further up before walking with him.

"Ya seem distracted by something." Applejack said. "Ya'll ok?"

"Just what that serpent said earlier." Spyro replied. "Something about blue smoke cutting his mustache. I think Nightmare Moons following us. Trying to impede us from our mission."

"Well, we seem to be doing fine so far." Applejack said, trying to make Spyro happy.

"You're right, we are." Spyro replied. "But I'm still worried about Pete and why he's here. He wouldn't be here unless he's trying to make some Heartless. Maybe even one that is very powerful."

Applejack could tell he was worrying about it and pressed her barrel against Spyro's catching him off guard at the strange gesture.

"Ya don't need to worry about that." Applejack said. "Ah know ya'll can handle it as ya handle the Heartless. You're a very capable fighter and, well..."

Spyro could feel she was anxious about something as she was looking away from him, trying to hide her blush. A moment of silence passed between them until Spyro wrapped his wing around her as they walked, smiling at how anxious she was around him.

"You don't have to be so anxious around me AJ." Spyro said. "We're friends after all. Doesn't mean that you should feel nervous around me."

She wanted to tell him how she felt, but couldn't bring herself to say anything as it would probably make things awkward between them. A couple of minutes later, the ruined castle of the two sisters was in view, their ultimate goal in sight.

"Look! The castle of the two sisters!" Twilight shouted, running towards the castle. "We're almost there come on!"

"Twilight, wait!" Spyro shouted, deactivating his bracers and running after her. A second later, he grabbed her tail and pulled her back, stopping her from falling off the edge of a foggy cliff. "Be careful of that first step. It's a killer."

"Oh, yeah." Twilight said, looking down the ravine and seeing a bridge. "Look, there's a bridge on our side. But it's out."

"No problem." Rainbow Dash said. "I'll get it back up in no time."

"Just be careful Rainbow Dash." Spyro said. "If you see any Heartless, just shout, ok?"

"Yeah, yeah, I got it." Rainbow Dash said, flying down to get the bridge.

"I got a bad feeling about this." Spyro said, sensing that something doesn't feel right.

On the other side of the ravine, Rainbow Dash had just tied the first half of the bridge back onto the wooden steak and was getting ready to get the other one tied when she heard something coming from the fog. Out of the fog came three pegasi fliers in black and purple uniforms wearing yellow goggled came out, smiling.

"Who the hay are you?" Rainbow Dash asked, getting ready for a fight.

"Rainbow Dash." The only mare in the trio said. "We've been waiting for you."

"Huh?" Rainbow Dash said. "You have?"

"Yes, we have." The mare said. "We are the Shadowbolts, fastest aerial fliers in the Everfree Forest. But soon, we will be the greatest fliers in all of Equestrian. But we need some pony with the speed to get us to the top. We need the best flier in all of Equestrian, we need, you."

"Aw, yeah!" Rainbow Dash said, flying straight into the air. "Sign me up!" She then landed in front of the bridge, getting ready to finish her task. "Just let me tie this for my friends and we have a deal."

"NO!" The mare said, getting in front of Rainbow Dash. "It's either your friends or us! Make your choice!"

On the other side of the ridge, Spyro was pacing back and forth, the same with Twilight as they waited for Rainbow Dash to finish fixing the bridge. But Spyro could sense that something was wrong as she hasn't finished and it wouldn't have taken her more than a minute to finish tying everything.

"Something must have happened to her." Spyro said, getting impatient and worried. "I can sense that something isn't right."

"Relax Spyro, Rainbow Dash won't let us down." Applejack said. "Give her a little more time."

"No, something's wrong." Spyro said, sensing darkness was on the other side, close to Rainbow Dash. "I'm going over."

Without waiting for the others to stop him, Spyro flew into the air and over to the other ridge to see what was wrong, but before he was even half way across, he saw Rainbow Dash surrounded by the Shadowbolts. His heart dropped at what he saw and called his Keyblade, charging to help his friend. However, the leader of the Shadowbolts saw him coming and looked to him, her eyes glowing as fog blocked his line of sight and a barrier appeared, preventing him from getting to his friend. Out of frustration, he started slashing at the barrier, thinking it will give way while he tried to get to Rainbow Dash.

"Rainbow, don't listen to them!" Spyro shouted. "They're trying to trick you! Don't loose yourself to your ego! Let your heart guide you!"

Rainbow Dash looked to the direction of her friends, completely cut off from them due to the fog and then to the Shadowbolts. She wanted to be known as the best flier, but she didn't want to let her friends down either as they have been a part of her life. She then remembered what Spyro said a moment ago and made her decision, looking them dead in the eye.

"No deal." Rainbow Dash said, shocking the Shadowbolts. "If it comes down to being the best flier ever and my friends, I'll always choose my friends, no matter what."

She turned around and tied the rope around the wooden steak, finishing repairs on the bridge. She turned to face the Shadowbolts, but a dark aura enveloped them as they changed into Soldiers and charged at her. Rainbow Dash was about to take off, but heard something shatter above her, thinking it was Spyro she looked up to see hip spinning like a top and strike the Soldiers down with a single strike.

"Spyro dude, glad you could make it." Rainbow Dash said, excited to see her friend.

"Glad to see you followed your heart." Spyro said, dismissing his Keyblade. "But mostly, I'm glad you're ok."

"So, how did you get past the fog?" Rainbow Dash said. "It seemed like it was preventing you from getting in."

He was about to answer, but heard everyone else's hooves come across the bridge, letting them know they were on their way.

"Later Rainbow." Spyro replied. "For now, let's finish this."

They both turned to see Applejack was way ahead of the others as she seemed to be in a hurry and got across first, but a second later, another barrier appeared, blocking the rest from getting across as Pinkie just ran into it, bouncing off. All three ponies were stunned that their group was cut off from them, thinking they were going to be attacked, but a moment later, multiple Shadows appeared from the ground, surrounding the three of them instead.

"Get behind me!" Spyro shouted, summoning his Keyblade.

Not wanting to argue, Applejack got behind Spyro while Rainbow Dash flew in the air, safe from them. They were completely surrounded by the Shadows as they inched closer towards the trio, their claws sharp and ready for a fight.

"Spyro, think you can use your Drive for this?" Rainbow Dash asked.

"That's going to be an issue!" Spyro replied. "I can't summon Drives when I want. I have to wait for my Drive gauge to replenish before I attempt another one."

"So you can't transform?" Rainbow Dash said, shocked that he couldn't use another Drive. "Well this is really bad. What do we do?"

"Let me think!" Spyro shouted. He couldn't use Drives and he couldn't summon one of his friends as the Drive was also used to call upon them. That second, a shadow leapt at him and tried to take him down, but he destroyed it before it could do anything. Seconds later, Soldiers and Large Bodies appeared, walking towards them. "Great. Large Bodies. That's all I need right now."

He raised his Keyblade, ready to charge, but felt something different in it. He felt it vibrate and a second later, he heard it humming like it was trying to tell him something. He looked at it and saw an image of a tea cup in the center of the handle, confusing him for a moment, but then remembered something Sora said he discovered from Master Yen Sid.

[Flashback]

"So, what do you call that exactly?" Spyro asked.

"It's called an Attraction." Sora replied. "You see, when a green circle appears above the head a Heartless, that means that if you hit is, you'll unlock the use of one of four different Attractions. They're very powerful combat spells that are very devastating."

Sora then summoned his Keyblade and turned it around to where the blade was pointing down, holding the handle and guard up.

"If you don't realize you hit a Heartless that had a green circle above their head, a symbol will appear here." Sora said, pointing to the center of the guard. "I know of at least four Attrections. A tea cup for the Mad Tea Cup, a ship for the Pirate Ship, water for a water ride one, can't remember the name of it, and a horse for the Magical Carousel. use it whenever you're in a pinch, but be sure to use it quick as they will only be available to you for thirty seconds."

[End of Flashback]

"Girls, I got an idea!" Spyro said excitedly.

"Well do it fast Sugarcube!" Applejack exclaimed. "Because we're about to be lunch!"

"Trust me, this will work." Spyro said, pointing his Keyblade to the ground. "Give me strength! Attraction activate! Mad Tea Cups!"

The Heartless stopped where they were, freezing when they heard him say Attraction while Rainbow Dash and Applejack looked at him in confusion. A moment later, three giant tea cups popped up from the ground, each of them in their own separate cup. Rainbow Dash and Applejack got caught completely by surprise when he summoned these oversized cups, but Spyro smiled as he was ready for what comes next.

"It's tea time chaps." Spyro said, locking himself in. "Would you like one lump or two?"

The cups then started spinning on their own and spun faster and faster, launching into the Heartless, destroying each one as they tried to get out of the way of the run away tea set. Applejack and Rainbow Dash naturally screamed as they held on for dear life, trying not to get thrown out of the cups while Spyro just laughed as he was having a blast while mowing over the unfortunate Heartless. When it reached the end of the Attraction, Spyro lifted his Keyblade and the tea cups came together, spinning so fast that light and fireworks shot out, finishing off the rest of the dark creatures. Spyro hopped off the ride while Applejack and Rainbow Dash just fell off, both their eyes spinning in opposite directions and wobbling as they walked, trying to keep their balance.

"That, was fun." Spyro said, disappointed it had to end.

"Ya'll could a warned us." Applejack said, regaining her senses. "That... that was..."

She didn't finish as her cheeks blew up and her face went green, running to the edge of the ravine and puking. Rainbow Dash followed suit, both loosing their lunch after being put into a dizzying situation. Spyro knew he was gonna need to make up for that later, but was just glad that everything turned out ok. The barrier disappeared and allowed the rest of their friends through, regrouping after the fight.

"That was awesome!" Pinkie said. "Those giant tea cups looked really, really fun! You must let me ride one of those next time! I wanna ride a giant tea cup!"

"Maybe next time Pinkie." Spyro said, giving a nervous chuckle. "For now, let's keep moving. We're almost there."

Applejack and Rainbow Dash had finished barfing, looking back to the group as they got ready to leave, but out of the corner of Applejacks eye, she could see something moving through the ground, getting into a spot where it could remain hidden. A moment later, a lone Shadow emerged from the ground, getting ready to leap and she could only guess who its target was. She got up and ran to the group, hoping she was fast enough and at the same time, the Shadow leapt towards the group, setting its sights on the Keybearer.

"Look out!" Applejack shouted, pushing Spyro away.

Spyro landed on the ground, hitting his head and hearing a high pitch sound as he regained focus.

"AJ, what the heck was that fo-?" He didn't finish his question as his eyes widened in pure terror and horror as the Shadow had struck Applejack, leaving a giant, fatal gash in her chest as she fell to the ground, time slowing as she fell, only resuming to normal when Applejacks limp body had hit the ground. "APPLEJACK!"