Chapter 49: The Return of Harmony Part 2: A Change

The princess was pacing on the balcony of her room, worrying for her students and their friends, waiting for them to stop Discord as eveyrthing in Equestria was getting worse by the minute, fearing for her people, but more for her students as she waited for word that they had acquired the Elements of Harmony and hoping Spyro got to them fast enough to tell them the Elements actual location was. She looked out to the distance, looking to the maze as she prayed everyone was ok, but a moment later, the maze disappeared and it left her in total shock, not understanding what had just happened, but knowing Spyro failed to get to them in time, her worst fears coming true. A minute later, she saw something flying towards her room, it was distant so she couldn't make out what it was until it got closer, hearing it scream as he spiraled out of control until she could make it out to be her other student Spyro, flying through the air in a rapid rate and before she could do anything, he crashed through her window and into her room, smashing into a piece of furniture as he groaned in pain.

The princess rushed over to the downed prince, wanting to check on him, but when she saw him, her jaw dropped as her heart sank, finding that Spyro was in worse condition than she last saw him, cracks appearing all over his legs and a bit on his neck, now fearing the worse for him.

"Spyro!" She shouted, rushing over as two of her unicorn guards came in, seeing the condition he was in and coming over. "Spyro, what's wrong? What happened?"

"Too late." Spyro replied, being helped up and to a chair, hissing in pain as he laid back. "Discord changed them. Fluttershy is now a bully... Pinkie hate's everything, no laughs and giggles... Applejack was turned to a liar... Rarity is greedy now... and Rainbow Dash isn't loyal. Discord... switched their personalities. Opposite of the elements."

"No." She said, her fears coming true. "Is Twilight alright? Is she safe?"

"She's ok." Spyro replied, relieving her. "Discord didn't get her. Not yet. I... need to-"

He then collapsed back into the seat, everyone watching as the cracks on his legs got bigger, spooking them and then cracks started to appear on his neck, the Princess's heart freezing as she saw what was happening, turning to her guards in panic.

"Get a doctor!" She ordered, one of the guards rushing out before turning back to him. "Don't worry, we'll help you get better. Just stay here." She then looked over to the guard still in the room and with a stern face, got up and watched him. "Stay in this room and keep him here, no matter what. Keep. Him. Here."

"Yes your highness." The guard replied.

Princess Celestia walked out of her room and went back to the hall, hoping to meet with the doctor and let him know what he will be dealing with while Spyro stayed in the seat he was in, still in pain as he tried to make himself more comfortable, but the guard was watching him like a hawk, reacting every time he moved into a different position to get comfortable. While they waited, he looked out in the distance, seeing where the hedge maze use to be and wondering if Twilight was ok and if his other friends will go back to normal if Discord is defeated or if they will remain that way forever, but one thing was for sure, he needed to get to them before anything else happens. He looked to the guard, who was still watching him, pray8ing this would work.

"Hey, while you're here, could I get some water please?" Spyro asked, the guard leering at him. "Hey, I'm in no condition to be going anywhere, so you have nothing to fear."

The guard was skeptical about him, knowing he was planning something, but he went over to the nearby counter t pour him a glass of water, Spyro smiling in relief before he closed his eyes, the guard turning around to come back with the water, but when he did, Spyro was already gone, making him drop the glass just as the princess walked in with the doctor, finding he was no where to be seen.

"Where is he?" Princess Celestia said, looking to the guard, who looked away, knowing he failed. "What happened?"

"I don't know." The guard replied. "He asked for a glass of water and when I was getting it for him, he was gone."

"I told you to not let him out of your sights!" The princess said angrily.

She then rushed over to the window, looking out to see that he was flying away from the castle and on his way to Ponyville, knowing the Elements of Harmony were there and Spyro was probably going after them, but she was worried for him as he was getting worse by the minute, calling for her guards to prepare her carriage to go after him and get him help before it was too late.

Spyro was flying to Ponyville, each flap of the wing was painful, but he pushed through it, stayed int he air as much as possible until he could see the village, the ground was in a checkered pattern in random colors and the bunnies were still long legged, but he didn't care as he had another mission to take care of, finding his friends were on the ground, but slipping around in what looked like soap and suds. He then landed outside of the road, hissing in pain as he landed, but fought through it as Twilight looked over, smiling that he caught up, but as she rushed over to him, she stopped her jaw dropping as she saw all the cracks forming all over his body, feeling her heart plummet into her stomach.

"Spyro... what's...?" Twilight asked.

"Now's not the time for questions." Spyro replied, getting up. "We need the elements, now."

"Agreed." Twilight said, helping him to stay up. "And the sooner the better. My friends are driving me crazy."

Fluttershy tried to sneak back up on Spyro and kick him again, but Spyro, though he was in critical condition, managed to dodge her kick and flip around, grabbing her and pinning her to the ground with whatever strength he has left.

"Not this time little butterfly." Spyro said. "I'm not that kind of guy who you kick a second time. Please just cooperate with us."

"Make me weakling!" Fluttershy said, tossing him off her back and on the ground.

He groaned a bit, but Twilight helped him back up, all seven of them walking into town while being careful not to slip on the dirt road that suddenly turned suds, walking along until they finally reached the library, which thankfully was untouched, despite the chaos all around.

"Alright, we're here." Twilight said, looking over to her friends. "Can we please go inside and find the elements?"

"So, you figured out it was the library, huh?" Spyro asked.

"Yeah, I figured it out along the way." Twilight replied. "Back where we first began, meaning where we first learned about the Elements of Harmony."

"It's in the guide." Spyro said, hobbling along. "We need to find the reference guide."

"Exactly." Twilight said, helping Spyro to the front door and entering.

As he got inside, he found that Spike was sleeping on the ground after what looked like he was cleaning the room, but when he collapsed on the nearby shelf, knocking over a few books, it woke him up and he saw Spyro, gasping at how bad he looked.

"Spyro, what's happening to you?" He asked, rushing over.

"Don;t worry about me Spike." He replied.

A second later, water splashed on top of both of them, looking up to see Fluttershy with a bucket, her color nearly gone as she smiled at them cruelly.

"What was that for?" Spike asked.

"Whoops, sorry." She said. "I thought you two needed a bath. You both stink real bad!"

"What's with her?" Spike asked.

"Discord messed with her." Spyro replied, confusing the baby dragon. "But now is not the time for questions. We need to find the reference guide to the Elements of Harmony, now."

"I know where it is." He replied. "I'll get it."

A moment later, Spike found the book and pulled it out of the shelves, but a second later, a scroll flew out of no where and smacked Spike in the snout, grinning as the non-timid Pegasus enjoyed it.

"Whoops, sorry Spike." She said. "I TOTALLY meant to do that!"

"Fluttershy, give me the book." Twilight said, trying hard not to loose her temper.

"KEEP AWAY!" Fluttershy shouted, tossing it to Pinkie.

"I hate books!" Pinkie exclaimed, knocking the book to Applejack.

"Applejack, give me the book!" Twilight shouted.

"What book?" She asked. "Ah don;t have a book."

She then tossed it back into the air and Fluttershy would have caught it if Spike hadn't tackled her, allowing the book to fall onto the ground, which Twilight rushed over to pick it up, but Rarity ran over and grabbed it, running away with it.

"MINE!" Rarity shouted, which Twilight then tackled her and snatched the book away

"MY BOOK!" She shouted. "I am going to read it and none of you are going to stop me!" She then opened the book and found the Elements of Harmony hidden among their pages, smiling as she saw them. "The Elements, they're here."

"Perfect." Spyro said, having a hard time standing. "Now we can defeat Discord."

He was then hit in the head with a frying pan, courtesy of Fluttershy as she smiled, having fun dealing some pain.

"I can't believe this is happening." Twilight said, looking depressed, but then angry. "That my friends have turned into complete jerks!" She then took the elements and gave them to the correct users, putting the necklaces on her friends while she put her crown on. "There! Now let's end this."

"B-but Twilight." Spyro said, coughing. "What about loyalty? Rainbow Dash isn't here."

"Ugh, fine!" She shouted, taking the one for loyalty and putting it around Spyro's neck. "There, now you're loyalty! The only pony who's actually LYOAL to his friends! Now let's go!"

The group followed Twilight out of the library and walked with her along the streets to find Discord, her friends all still being rude, liars, or greedy, which infuriated Twilight as Spyro walked up to Twilight, barely able to keep up, but managed to get there.

"Twilight, you need to calm down." Spyro said, barely able to get his words out as more cracks appeared. "Discord's manipulating them. It's not their fault they're-"

"Complete jerks!" Twilight snapped, making him recoil

"Twilight, calm yourself." Spyro insisted. "Discords trying to get to you through your friends. Don't let them get to you."

"Well too late for that mister!" She said, still angry with them. "I know you still see the good in them, but right now they're jerks!"

She then stormed off, leaving him behind as he realized that Discord got to Twilight without even needing to corrupt her, letting her friends do all the work for him. They didn't travel far as they found Discord outside having a blast until he saw the elements, seemingly wanting to give up and admit defeat, but Spyro knew this wasn't going to work as their friends were the opposite of who they were, no longer able to use the elements in their corrupted state.

"You have bested me, little ponies." He said. "I know when I have been beaten. Fire away when you are ready."

He then created a target for them to his in his stomach, so everyone got in position, but their hearts weren't in it as they looked bored or annoyed as Twilight tried to channel the power of the elements power, trying to turn Discord into stone as the five on them floated in the air, surprising Discord, but it failed and they fell to the ground, the spell failing.

"They... failed?" Twilight asked.

"Of course they failed!" Discord said. "They're completely useless! Powerless!"

"Mine's working just fine." Applejack said, lying through her teeth. "Must be something wrong with yours."

"I hate the Elements of Harmony!" Pinkie shouted.

"Garbage." Fluttershy said, tossing her necklace away.

"MINE!" Rarity shouted, grabbing the necklace.

Spyro wanted to fight Discord and help his friends, but he was still in no condition to do anything major, but a moment later, he felt a disturbance in the Force, looking around too see what it was, but when he pinpointed where it was coming from, his blood froze as he saw one Earth pony with a black coat and a silver mane with yellow eyes walk out from Discords right, standing next to him as he smiled, but on the draconequus's left, a white unicorn with a grey mane and yellow eyes came out, both wearing Organization uniforms and both standing next to Discord. He wanted to get in front of his friends, but then saw a familiar looking pony coming up behind him and felt his blood reach below freezing; May was with them and she was smiling a dark smile at them and calling her Keyblade.

"May." Spyro said, struggling to move in front of them. "Ansem, Xemnas. What are you doing here?"

"We came to bring our condolences." Ansem replied. "It seems you have lost your friends in one fell swoop."

"Only because the guy you're standing next to messed with them." Spyro responded, trying to call his Keyblade, but failing.

"And it appears you're loosing your strength." Xemnas pointed out. "No, you're dying."

"Dying?" Twilight asked, her heart plummeting into her stomach. "W-what's he talking about?"

"You don't know?" May asked, laughing to herself. "You see, the body can only hold a certain amount of power before it starts to tear itself apart. The cracks on his body are a perfect example. His body is breaking down, unable to hold any more magic in it. He's reached his limit. And soon, he will turn into specks of light, fading from existence."

Twilight was horrified to have learned this, looking at Spyro as more cracks were forming on him and feeling like her heart was going to shatter at the thought of loosing the pony she loved, looking to her friends who didn't seem to care at all.

"In the end, not even you are invincible." Ansem said, raising his hand as an orb of darkness appeared. "And to make sure there aren't any loose ends, we are going to finish you."

"Once the Elements of Harmony are out of the way, Kingdom Hearts will have no choice but to come and fix everything." Xemnas said, raising his hand as a red orb appeared. "Without them, nothing will stop us."

"But... how?" Spyro asked. "Why? May, why are you working with the Organization? They're also your enemy."

"Well, we came to a reasonable compromise." May replied, raising her hand as a purple orb appeared in it. "My master will help the Organization in getting rid of you, thus ending the line of the Prince's of Light and Darkness, and thy help us find the key."

Spyro was confused as to what she was talking about a key, pondering it until the three of them sent out a burst of dark magic, a wave or red, purple, and black flowing towards them, threatening to destroy them, Twilight screaming as she waited for the darkness to destroy her, but felt nothing, looking up to see that Spyro was on his hind legs with his forelegs extended out, tendrils of light and dark magic shooting out of them as he created a field of energy, blocking the attack and protecting his friends. However, Twilight could see how much pain he was in as he created the barrier, more cracks appearing along his body and on his head as he used his magic to block the attack, but as he was standing there, pieces of his coat started to fall off, purple light shining out of the small holes and out of the cracks themselves as he protected his friends.

"Spyro!" Twilight shouted, rushing to save him.

However, he broke off his left foreleg from using his magic and reached out with the Force, holding Twilight in the air as she ran to him, the lavender mare looking at him in horror and fear as he held her in the air. Spyro looked up to her, smiling at her as his eyes revealed he was content with his decision, seeing the tears flow down her cheeks as she realized that he was doing this to protect them.

"Twilight, remember what I said." Spyro said, sounded more like himself and not in any pain. "Your friends are not jerks. They are being manipulated by Discord, hypnotized to be the opposite of who they really are. Twilight, you are the key to helping them. Help them to remember who they are, who they truly are. And remember Twilight, the one thing I asked you guys to promise me." Twilight looked in his eyes, seeing a single tear roll down his face. "Don't ever change."

Twilight did remember the promise she made, promising not to change who she was, but she didn't care as she tried to use her magic to protect him, but before she could even do a thing, Spyro ended his shielding spell and with all his might, Force pushed Twilight and all his friends away from the blast zone, pushing them past the library as the wave of darkness passed over him, closing his eyes in contempt that he saved his friends as the place he stood exploded, a mushroom cloud of dark energy flying high in the sky where he stood. When Twilight and her friends landed on the ground, she looked up and heard the explosion, feeling her heart break as she couldn't believe that her herd leader and first love had sacrificed himself to save her, tears rolling down her face as she realized that he was gone, watching dozens of small lights fly into the air.

"SPYROOOOOOOOOOOOOOOOOOOOOOOO!" Twilight screamed, crying as she felt her whole world shatter.

"And good riddance." Fluttershy said. "A whimp like that was only dragging us down."

"How can you be so heartless!?" Twilight shouted, angry with her friends. "He sacrificed himself to save us!"

"He probably did that to get Tom." Rarity said, polishing the rock.

"I hate being saved!" Pinkie said, walking away. "And I hate him!"

"Yeah, who needs him." Fluttershy said, flying away. "Later loosers."

"Ah agree." Applejack said, trotting away. "Ah've got more important and far better friends at the farm."

Rarity was pushing the boulder away, everyone going their separate ways, Twilight's eye twitching as she lost her temper.

"FINE!" She shouted, angry at her friends. "LEAVE THEN! SEE IF I CARE! With friends like you... who needs... enemies?"

She looked down on the ground, sadness over taking her as she became corrupted, finding the Element of Loyalty on the ground in front of her and the seven chaos emeralds, dim and faded as the power inside of them was gone after Spyro's sacrifice. She used her magic to pick them up, tears still flowing down her face as she started to cry, bawling in despair and depression as the corruption took over her, wanting to throw the items away, but she didn't have the heart to do so, taking them with her back to the library as Discord gloated about his victory, leaving Twilight alone after they reached the Golden Oak Library, walking in and to her room, finding Spike on the ground with a stomach ache.

"Spike, pack your things." Twilight said, tossing the two elements away in the trash, but not the emeralds as she put them in a suitcase. "We're leaving."

"Can't... move." Spike replied. "The princess... sending letters... non-stop. Make it stop!"

Twilight picked up one of the letters, opening it to find that it was one of the letters she sent to the princess about one of the lessens she has learned, so she picked up another one and then another, reading them all and remembering herself, who she was and everything that has happened to her, with her friends, even with Spyro, the memories flooding back in as her color turned back to normal, but she then remembered the words Spyro said before he sacrificed himself, tears rolling down her face she she remembered; Don't ever change. Finding renewed vigor to end this madness, she picked up the two elements out of the trash and ran outside, running to help her friends remember what their friendship meant to them and to make sure Spyro's sacrifice wasn't in vain.

Her first stop was at Sweet Apple Acres, Twilight finding that Big Mac was acting like a dog, barking and wagging his tail like one while Granny Smith was dancing around despite her age, but she wasn't after them and looked around, finding Applejack leaning against the side of the barn, lying about how she was about to fight Discord and everything she said she did, but Twilight tackled her and her horn glowed, helping Applejack to remember the fun they had, the adventures they've been on and the friendship they have. When she came to, she asked what was going on and where Spyro was, but she said she'd explain once everyone was back to normal when she has them all in a single spot. With Fluttershy, they had some trouble with her as she put up more of a fight than they expected, but after some time, they managed to hogtie her to the ground, giving Twilight the opportunity to help her remember herself as a kindest, most caring Pegasus in all of Equestria, feeling embarrassed about eveyrthing as she remembered what she did.

They then moved onto Rarity, but she was the most difficult and bothersome of the group, hoarding everything she could get her hooves on and building a fort out of it, proclaiming Tom to be her king and that she would lay down her life to protect him, but they easily overpowered her and helped her to remember who she truly was, a generous unicorn who always gave her friends what she deemed of value. After helping her remember who she was, Rarity tossed the boulder out of her boutique and asked her friends to never talk about the events that happened ever again. And Pinkie Pie, she was basically the easiest one out of them as she just sat around all the time, complaining about everything, hating everyone, so that helped her to use her spell on the pink party pony to help her remember the fun and laughter she brought to everyone, returning to the happy, cheery, giggly party pony she really was.

The five of them then looked around for Rainbow Dash, Fluttershy looking around the air, looking for their friend in her house, but having no luck.

"She's not here." Fluttershy said, flying down to them.

"Oh, this is not good." Twilight said. "Without Rainbow Dash, we can't use the Elements of Harmony."

"Found her!" Pinkie shouted, pointing to the Rainbow Manes mare in the nearby cloud.

"Rainbow Dash!" Twilight shouted.

"Hey guys." She said, not even looking at them.

"Rainbow Dash, we need your help." Twilight said. "Discord is still on the loose. We need your help with your element, Loyalty!"

"Loyalty Schoyalty!" Rainbow Dash replied. "Ponyville is already beyond saving. I'm staying here in Cloudsdale where everything it nice and awesome."

"Why in all of Equestria does she think that cloud is Cloudsdale?" Rarity asked.

"The same way Discord made you think that boulder was a bonafide diamond." Applejack replied, earning an angry glare from the fashionista.

"Alright, we're going to need to go with plan B." Twilight replied.

The girls all got into a hot air balloon and tried to hold her down to force her to a single spot or to drag her down if need be, but the rainbow Pegasus grabbed the cloud and took off, Applejack trying to lasso her and did succeed, but the rope that was meant to be tied to the balloon wrapped around Pinkie Pie's and Rarity's legs, pulling them out of the balloon and screaming as they were being dragged away. Fluttershy was able to pull the hot air balloon and only managed to keep up after being told that if they couldn't get Rainbow Dash back, Discord would win, immediately angering her and allowing her to go faster. Rainbow Dash however was still far ahead and smiled to herself, proud to have gotten away from her friends before looking forward, but immediately stopped, seeing something on the cloud in front of her and finding it was Spyro, but he was see through and was glowing brightly, sad and disappointed at the mare.

"Spyro?" She asked, feeling something in her awaken.

He closed his eyes and shook his head, showing how disappointed he was before vanishing, leaving the Pegasus with some questions, but was pulled from her train of thought as a second lasso wrapped around her, being forced down to the ground as her friends got four separate lines, holding her down as she kicked to free herself.

"Let me go!" She shouted. "I don't need any of you guys! Leave me alone."

No one listened to her, allowing Twilight to use her magic to help her remember who she was, her friends and the adventures they went on, both in Equestria and in other worlds, her color returning to normal as she did have a head ache, but shook it off, looking around at everyone.

"Ugh, my head." She said, remembering what was going on, she freaked. "Oh no, how's Ponyville!? Where are the elements!?" She then stopped and looked around, finding that their group was one member short. "Where's Spyro?"

"That's what I'd like to know." Applejack said. "Twilight, ya'll said we'd know where Spyro was when everypony was here. Now where is he?"

Twilight's joy for saving her friend from the corruption then turned to dread and depression, lowering her head as a tear rolled down her face, showing that something has happened and felt their hearts drop.

"He's gone." Twilight answered.

"Gone?" Rainbow Dash asked. "What do you mean gone?"

"Twilight, ya'll ain't talking straight." Applejack said. "Where has he gone to?"

"He's gone!" Twilight shouted, surprising them. "Ansem, Xemnas, and May are fighting by Discord side. They attacked and Spyro created a barrier to protect us."

"But he could lick them like it was nothing." Rainbow Dash said. "Even if he's in bad condition, he's more than capable of handling them."

"Yeah, but not this time." Twilight replied, her voice cracking as she talked. "His power was tearing him apart. He was dying."

"WHAT!?" They all shouted in unison.

"Twilight, ya'll saying that them attacks were signs he was dying?" She asked, her heart stopping at the news. "Why didn't he tell us?"

"He probably didn't know." Fluttershy said, tears rolling down her face. "He didn't know what was going on all week. Only finding out today when May said so."

Everyone was silent, feeling like a part of themselves had died along with their herd leader, a piece of their hearts missing as everyone started to cry, even Rainbow Dash as she couldn't hold in the tears. After a moment to grieve, Rainbow Dash flew down and took the Element of Loyalty, putting it around her neck as there was fury in her eyes.

"If he died protecting us from those monsters, let's not make his sacrifice be in vain!" Rainbow Dash said, looking to everyone else. "He gave us a second chance to defeat Discord, he gave us the means to fight back by doing this. I don't know about you, but let's not let this chance slip by."

"Rainbow's right." Applejack said, putting on the Element of honesty. "Discords got a lot to pay for. And this is something we cannot let slip by!"

"Then what are we waiting for!?" Pinkie said, pulling out her party cannon as she put on a soldiers helmet. "We're going to war!"

"Not yet." Twilight said, surprising them. "I'd like to stop by the library first. I want to give each of you something. Something important."

Everyone walked along the dirt road, silence among the group as they processes that their friend was gone and somepony who was very important to each of them. After a little while, they had reached the Golden Oak Library, walking up to Twilight's bedroom were Spike was working on making the emeralds into necklaces, looking up to see his friends come in and the sad faces when they saw the emeralds.

"I didn't know what else to do." Spike said, finishing up the last one. "So, I used some string to make these emeralds into necklaces. For each of you to wear as a reminder of Spyro."

Everyone approached the bed and looked down, each taking a different emerald and wearing it around their necks after putting on their elements. Rarity took the purple one, wearing it around her neck as tears rolled down her cheeks, Applejack taking the red one as she felt her heart break, tilting her hat to hide her pain. Fluttershy took the green one, her hooves shaking as she reached up, crying as she remembered the good times they had, collapsing onto the ground as she broke down. Rainbow Dash took the blue emerald, though the one she wanted was already taken, she took the yellow one nonetheless, putting on a brave face, but deep down she was hurting, wanting to cry, but didn't want to appear weak. Pinkie took the yellow one, her mane deflating as she was going to miss him, the Three Prankateers never being the same after today. Right after, Twilight took the cyan one, wrapping it around her neck, a tear going down her cheek as she remembered all the good times they had, leaving only the white emerald on the bed.

"So, who get's the last one?" Spike asked, looking at the emerald.

"It will go to Princess Luna." Twilight replied, picking it up with her magic and wrapping it around her neck. "Once this is over, we'll give it to her."

"She's gonna be heart broken." Applejack said, looking at Twilight.

"We're all heart broken AJ." Twilight said, turning to look at her friends. "Spyro sacrificed everything to give us this chance at Discord."

"But what about the others?" Rainbow Dash asked. "This Ansem and Xemnas seemed to be organization members and we all know what May is."

"We'll use elements on all of them." Twilight said, looking out and seeing Discord in the distance, watching as he took a swig of a drink, drinking the glass before tossing the milk as it exploded. "We'll make sure they don't get away with this."

The girls then ran out of the library and ran to the town center, where Discord was sitting atop of his throne laughing and enjoying himself as the chaos continued to spread, the Master Emerald sitting above it as a trophy. Ansem was leaning against the throne, watching as the chaos was unfolding while Xemnas was sitting in another throne he made himself, the symbol of the Nobodies there in the top of the seat while May just looked board, laying on a tree branch as she was dozing off. They then heard hoof steps running towards them, all four looking in that direction to see the Mane Six with the Elements of Harmony on them, back to normal.

"It seems your spell has been broken." Ansem said, walking forward. "Looks like your magic still needs some work."

"Oh please, I made them the opposite of who they are." Discord said, calm and relaxed as he leaned back. "They can't use them."

"I wouldn't be so sure." Xemnas said, standing up and walking up next to Ansem. "They seem to be back to normal. And with the Chaos Emeralds with them."

"Which doesn't matter." May said, hoping down from the tree and walking up. "The only one who can use the emeralds power is Spyro and he's dead."

"Yeah, we heard." Rainbow Dash said, leering at May. "You are going to pay for what you did to him!"

"Send me the bill." She replied, smiling.

"Oh, give me a moment and I'll draw up the tab." Discord said, pulling out a cash register and printing out a receipt.

"Ya'll are going to pay for what you did to him ya snake tongued varments!" Applejack shouted, charging forward.

A second later, a Big Body appeared from the void and Applejack crashed into it, bouncing off its belly and sliding back to her friends, looking annoyed and embarrassed.

"You have a fighting spirit, I'll give you that." Ansem said. "But it's futile. Without the prince, you will all perish."

"Aw, such a shame." Discord said, pulling out an old movie projector. "And here I wanted them to hear their friend's final words before they were destroyed."

"We don't have time for that." May said, calling her Keyblade. "Let's finish them before they use the elements."

Before she could do anything, a group of Dusks appeared in front of her, preventing her from attacking.

"Don't be rude May." Xemnas said. "There will be plenty of time for that. I believe they should hear what he has said before being destroyed."

"Oh goody!" Discord said, grabbing the handle, looking at the reader. "Then let's rewind and go back to what happened off screen!"

He then cranked the handle backwards, reversing the flow of time while leaving eveyrone there alone, watching as the scenery changed, everything going backwards until they reached the part where Spyro took the blast, pushing his friends away from the fight using the Force as the wave of darkness washed over, everyone looking away as they watched it all unfold, the darkness fading to reveal Spyro on the ground, most of his coat burned off as purple light was shine out, the Organization members and May walking forward and the corrupted Keyblade bearer kicking Spyro to face the sky, everyone looking down on him.

"And so ends the princes reign." May said. "Even if you did survive our attack, your power will finish you off."

Spyro looked to the sky, feeling all the pain coursing through him, but he just smiled, then started to laugh and laughed louder, which freaked May out as she backed up, but Ansem and Xemnas were curious why he was laughing.

"This form may die, but a new shall take its place." Spyro said, looking up as he started to turn into lights, flying in the air as he laughed. "You are wrong about one thing. I'm not dying, just... changing. Like a caterpillar, weaving its cocoon, I shall emerge as something... stronger. When it doubt, look to the sky... as the seven lights shall call the eighth, completing what has started."

He then burst into orbs of light, flying above the clouds as he spoke his final words. The scene then shifted back to the present, Discord eating popcorn as he clapped, amused by the show.

"What a great show!" He said. "Simply divine!"

"We checked the sky and the stars, making sure he didn't trick us." Ansem said, snapping his fingers as Heartless Shadows appeared. "If he was hiding up there, we'd have found him. He fought bravely for the past two years, but in the end, he died a fool. And all for what? His friends? A needless sentiment that only brings heartache. But don't worry, you'll soon be joining him."

The Shadows started to move towards the Mane Six, everyone scared out of their minds as they watched the enemy approach, but something in Twilight snapped, she stopped walking backwards and started walking towards the Heartless, her friends watching and horrified that she was approaching them, picking up a nearby wooden stick to fight the Heartless. As she approached, the Shadows stopped, staring at the lavender unicorn, wondering why she was walking towards them, followed by her friends, though they were a bit more cautious, they stayed with their friend.

"I'm done running away." Twilight said. "I'm not going to run away anymore." They approached the Heartless, getting closer and closer, but Ansem and Xemnas could see no fear in any of them, except for Fluttershy, but she kept walking with them anyway. "You say he's a fool, and that friendship is a needless sentiment, but you're wrong! Spyro was a great pony, even if he was from another world. He may not have been a pony, but he was an amazing friend. To me, and to all of us."

The air around everyone soon turned cold, the winds blowing around them as they all stood in silence until the sky started to grow dark, everyone looking up to see some normal clouds above them, confused about why they weren't the cotton candy clouds.

"When we first met, Ah knew there was something different about Spyro." Applejack said, staring at the four of them. "Sure, he wasn't the most honest pony when we first met, but he had to keep the World Order. But when it came down to it, he trusted us enough to tell us everything, about himself, about the worlds beyond, and about all you varments. To me, Spyro was one of mah greatest friends."

As she spoke, the red emerald around her neck started to glow, the color returning to it as it went back to normal, catching May's attention.

"He was one of the most kindest ponies I knew." Fluttershy said, standing up and puffing out her chest. "He always saw the good in everypony, to animals, to everything that gave him a chance. But when it came to a filly, he gave her something that she needed; a family. His heart is made of gold, no matter what he says, giving a filly a family, and giving her the love and care she needs, is the kindest act I know of."

As she spoke, the green emerald then glowed as well, life coming back to it as Pinkie Pie walked up.

"He was the best pony to have a laugh with!" Pinkie said, smiling. "We pulled pranks, told jokes, had parties, we even made a bunch of silly faces when we weren't on any kind of adventure. in fact, I had a super duper, mega awesome gift for him later on that I know he'll really, really, really love!"

"Pinkie, he's gone, remember?" Applejack asked, everyone looking at the party pony with a look that said, what is she talking about.

"Give it a little time!" Pinkie said, bouncing up and down like she knew something.

The yellow emerald then started to glow after she was talking, Ansem and Xemnas finally seeing the emeralds coming back to life one at a time, starting to worry.

"He was always generous with his time." Rarity said, looking at the enemy. "I should know as I am generous with my friends as well, spending countless hours making splendid gifts for everypony and even having the practice to where the first outfit you order from me is free if you are a first time customer. But the one thing that Spyro always deemed to be more valuable than anything else was time. He always spent his time helping us, motivating us, even listening to us when we needed a friend. He is the bets pony I have ever met, and the most loving one as well."

Rarity's purple emerald started to glow as she wiped her tears away from her eyes as Rainbow Dash walked up.

"He was always there for us, no matter his condition." Rainbow Dash said, looking furiously at Discord. "He even came and tried to warn us about your little trap discord, putting his health at risk and in the end he sacrificed himself to protect my friends while I was still a disloyal pony." She could feel her heart break, a tear rolling down her eye as she remembered how she failed her friends. "He was a far more loyal friend than anypony else around. I will always remember him, even though I'll never get to take him to his first Wonderbolts show, I will never forget him!"

The blue emerald then started to glow, Discord leaning forward as he found it very interesting as Twilight walked up.

"In the end, he was the true representation of friendship." Twilight said, staring them down. "He was honest, kind, funny, generous, and loyal, to all of us and to others around, having fun, bringing laughs, spending time and hanging out with everyone, he was everyone's friend and cherished all those who he deemed his friends. Both in Equestria, and in other worlds, he made friends with everyone, no matter who they are, or what they are." The cyan emerald then started to glow, everyone backing away as they continued to glow, but the Heartless were shaking in fear, backing away as some even returned to the void. "But most of all, he loved us. We were a herd, and even though he isn't here anymore, we still are one, no matter what anypony says, our hearts will forever belong to him. Why? Because he respected us, didn't see us as objects or as things. He loved all six of us... and we love him!"

As she finished her speech, the white emerald started to glow, the life and power returning to all seven of the chaos emeralds, but Ansem looked like he had enough and a dark aura surrounded him.

"ENOUGH!" He shouted, the Heartless stopping where they stood. "Those were some good speeches, but in the end, mere words will not save you. Heartless, destroy the Elements of Harmony!"

The shadows then started to approach the Mane Six, surrounding them and cutting off their escape routes. The girls all picked up some sticks to defend themselves, knowing it would take too long for them to charge the elements and if they tried, the Shadows would swarm them quickly and kill them. Twilight set her sights on a single Shadow that was drawing closer to her, sharpening it's claws, but she wasn't afraid, watching as it leapt up towards her, lunging it's claws forward as Twilight raised her stick and swung it downwards, time slowing down as her life flashed before her eyes, her family, the time she spent with her mentor, her friends, and with Spyro, seeing a memory of them all in Donut Joe's all in a group hug as they held his hoof, everyone touching the Keyblade as they held it and making a promise to him; Never let your light go out. When she brought the stick down, she closed her eyes, expecting the piece of wood to do nothing, but instead heard something slice through the Heartless, opening her eyes and watching as the Shadow laid motionless on the ground, exploding into a cloudy of black smoke, confused as to why.

She looked up to Discord and his new friends, all of their jaws dropping, Discords literally dropping as it fell off his face, as they stared at her in complete shock. She then turned to her friends, who were also shocked, their jaws dropping as they didn't just look at Twilight, but what was below her, so she looked down and couldn't believe what she was holding with her magic; A Keyblade. The blade's stem looked like her magic crystallized with her Cutie Mark for the teeth pointing downward, the guard was her crown with the Element of magic in the center of the guard between the blade and the handle, two sets of wings for the bottom portion and a six pointed star on the end of a keychain. She was beyond surprised she had a Keyblade and was wondering how she got one, staring at the blade in complete shock.

"TWILIGHT HAS A KEYBLADE!" Pinkie shouted with glee, firing her party cannon. "SHE HAS A KEYBLADE!"

"Awe, no fair!" Rainbow Dash said, crossing her forelegs while having the stick in her mouth. "I wanted one."

"Another Keyblade?" Xemnas asked, shocked at what he saw. "But how? How does she have one?"

"I don't know, but I don't care." Ansem said.

He waved his hand and above them, several Air Soldiers appeared and flew down towards Twilight, preparing to kick her before she notices, but it was Rainbow Dash who saw them and charged forward, moving to protect her friend, even if she had to tackle them, but as she passed through them and turned around, she noticed that there was dark mist coming out of their mid sections, pink hearts escaping them as they faded. She didn't understand what she did and looked at the stick, but her eyes also widened when she saw she also had a Keyblade, the stem a single rainbow that trailed up and then curved at the very tip of it, a cloud at the tip with a single tri-colored lightning bolt coming out of it with her wings as the guard and the Element of loyalty in the middle of the guard, her own cutie mark at the end of the Keychain.

"Rainbow has one too." Applejack said, staring in awe.

She then heard something to her right, turning to watch a group of Shadows charging her and she instinctively swung the stick, watching in the corner of her eye as it also turned into a Keyblade, the stem of it looking like an apple tree with a single massive apple as the teeth of the blade, the Element of Honesty in the middle of the guard as the guard looked like her necklace, but at the bottom it was her hat with her Cutie mark at the end of a keychain. The farm mare struck several of the Shadows down in a single swipe, turning them into dark clouds as she lost her balance, falling to the ground, but looking at her weapons.

"Applejack too?" Rarity asked. "How is this possible?"

"Weeheehee!" Pinkie exclaimed excitedly, bouncing around as she dodged the Heartless. "This is fun!"

In her mouth was yet another Keyblade, this time it was in the shape like a birthday candle that was lit, three balloons clumped together for the teen of it and her necklace as the guard with the Element of Laughter in the center of the guard, her own cutie mark at the end of the Keychain. Rarity was baffled at where these Keyblades were coming from, but then saw a Shadow had leapt at her, so she instinctively swung her stick and she watched as it turned to smoke, looking down at the stick and saw she had a Keyblade as well. The stem of it was thin long blade with three diamonds for the teeth, one pointing forward, one down, and one towards the guard with the Element of Generosity for the guard and a diamond on the bottom part of the handle, her cutie mark at the end of the keychain. Fluttershy was the most nervous as the Heartless came running out of the wood work, sensing easy prey, they changed their target to the yellow Pegasus, who spat her stick out as she screamed, grabbing it with her hooves and swinging it wildly as it destroyed dozens of Heartless as she swung, making them back away to avoid being hit.

Fluttershy opened her eyes to see what was going on, but found she was holding a Keyblade in her hooves, the blade portion was thin, but looked strong, yellow at the guard and as it traveled up to the tip, it changed to red as it reached the very end of it. For the teeth it was three butterflies laying on top of her hair as strands of it curved over the blade and to the guard, the Element of Kindness in the center of the guard and one side of the guard was her pink mane and the other was her wing, the end of the keychain was her cutie mark. Everyone was in stunned silence as they looked at the Keyblades they were holding, shocked and in awe at the weapons they were holding before turning their attention to Discord and his allies, Ansem and Xemnas, shocked into silence, but May looked like she was going to loose her mind, her face red in rage as she lost her temper.

"Are you kidding me!?" She shouted. "Spyro's little girl friends have Keyblades!? How!? How do they have Keyblades!?"

"Guess we were worthy enough for them." Rainbow Dash said, flying on her back and passing over her.

"It matters not how many Keyblades they have." Xemnas said. "They don't know how to properly wield them, so they aren't much of a threat."

"Maybe not, but at least we will fight for our home." Twilight said, striking down another Shadow. "We made a promise to Spyro never to let our light go out, and we aim to keep that promise."

"Keep thinking that." Ansem said. "This will be your first, and last battle. Heartless, focus on-"

The chaos emeralds then started to brightly glow, blinding everyone as they shined, floating up off the ponies chests and broke the string that held onto them, the girls watching as they flew into the sky as they spun in a circle into the sky as the clouds above swirls in the direction of the emeralds rotation. A moment later, they heard something break above Discords throne, looking up as debris fell onto the draconequus, a large chuck landing on his head and making it flat like in a cartoon as the larger emerald flew up to the seven emeralds, spacing out as the Master Emerald reached them.

"When the seven lights shall call the eighth." Ansem said, realizing what it meant. "He meant the emeralds. The seven Chaos Emeralds will call the Master Emerald."

"But what did he mean by 'completing what has started?'" May asked, watching the emeralds.

As the emeralds stopped spinning, they then started to glow white one by one until all seven were glowing white, the Master Emerald lowing brighter as the ground shook beneath them, a familiar symphony of horns and fiddles playing followed by a bell, as a pillar of white light with a rainbow colored aura shot out from the sky, blinding eveyrone as they covered their eyes, the Heartless screeching from the bright light as they faded from existence, pink hearts being released into the air as the light grew brighter.

"This light!" Ansem said, steam coming off him. "I can't see a thing!"

"What's going on!?" Twilight asked, closing her eyes tightly. "It's too bright! I can't see!"

In the light, everyone heard what sounded lime a dragon roaring out, everyone opening their eyes as they recognized the roar and the knew who it was, seeing a familiar shadow in the light descend front he sky onto the ground, all four legs touching down as the light faded. Where the pillar of light was stood who Discord and his allies feared, but Twilight and her friends were beyond happy to see, their hearts jumping for joy as they saw him; Spyro. Spyro however looked completely different as his coat was now pure white with four wings, his underbelly and wing membrane, claws, horns, mane, tip of his tail, and eyes were all red, smiling at Discord, seeing the surprised look on his face while May backed away, horrified to see him while Ansem and Xemnas were frozen in place, not believing what they were seeing.

"No, impossible." May said, falling on her flank and pushing herself away from him. "You're dead. We destroyed you."

"As I said earlier May." Spyro said, stretching out his wings. "My old form may die, but a new one shall take its place. Know what that means?" Everyone was silent, waiting for an answer as he looked at everyone, smiling as he called his Keyblade when in his Super form. "It means, if enough power builds up, the body will destroy itself, but it also leads to something else should they be strong enough." He pointed his Keyblade to Discord, the draconequus flinching and raising his arms to block an incoming attack, but kept staring at him in fear. "What it is, I'll condense it to a single word; Evolution."