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Chapter 11- A Friend in Need is Still a Friend

Rainbow Dash finally slowed down inside an alleyway. She dropped to the ground, waiting until Trixie and Cheerilee caught up. Across the road was the factory, boarded up and abandoned as before. But this time would be different.

She shifted to Fluttershy. "Trixie, there are some guards hiding by the door, waiting to ambush us. Could you please use a light spell to blind them for a moment?"

"Childs play," remarked the sorceress. She lifted her hat, aimed her horn at the top of the door, and flashed the tip. A glowing speck shot out of the top and arched across the road. The three ponies shut their eyes. But even through the lids of their eyes, the light was brilliant. They slowly opened their eyes, as the glow faded from side. There was the sound of hissing, and the covering scenery shook.

"Um...I think you maybe overdid it, maybe."

"Pish posh! They'll only be blind for like a day or two!" Trixie trotted across the road, and the other two followed after deciding she was joking. Trixie used her magic to tug at the boards across the doors, until Rainbow Dash lost her patience and yanked the planks out with her bare hooves, taking some of the wood with it. One hard shove at the doors sent them slamming wide open. Rainbow Dash charged right inside.

The big room inside was dimly lit and grotty. There were pits dotted about everywhere. Once filled with the R.O.Y.G.B.I.V hues of a rainbow, they were now completely drained. Obviously the eternal night had little need for rainbows. It was very unnerving how shadowy the place was, how that broken chain hanging from the roof swung back and forth. Cheerilee certainly felt as though there were Kin pinned against the wall, watching them intently from their hiding places.

Heedless of such an atmosphere, Dash ran up to the door on the far side and slammed on it. It threatened to break under the beat of her hooves. Trixie trotted up to her, pushed her to one side, magically turned the handle, and pushed the door open. Dash rushed inside, looking left and right. "There!" She pointed down the hallway, where a Kin seemed to be going inside a coal bunker that glowed from within. The four ran for the trapdoor, as lightly as possible so as to not attract attention, but no sooner did they get there did the hatch slam shut, and a shadow plank materialised over it.

Applejack was chosen for her strength, but had just wrapped her forelegs around the plank when Cheerilee put a hoof on a shoulder. "Hold on," Cheerilee whispered. "If a Kin just went down there, and if this is the right room, there could potentially be lots of Kin inside guarding the griffons. We can't just go crashing in or we might get torn to bits."

"If you could put your emotions out of the picture for a second, face changer, and try and remember the word 'subtlety', this could get done much more efficiently."

Applejack growled for a moment, paused, then reluctantly loosened her grip and stood back. The grimace remained on her face as she transitioned to Rarity, and applied her magic to the plank. She pulled at the plank, and pulled and pulled and continued to pull. Trixie turned on her own magic and tugged as well, and between them the two succeeded in lifting the plank up a centimetre.

Rarity released in exhaustion, and the plank came back down and restuck itself. "It's no good. This process is taking dreadfully too long."

"Maybe we're going about it the wrong way," remarked Cheerilee. "What are the planks made from?"

"I would have to suppose, darling, that these are made from some form of solidified shadow."

Trixie snapped to attention. "Well, why didn't you say something, you blithering idiot?! Stand back!" The annoyed showmare held her hat up, and touched the tip of her horn to the plank. She invoked a lightning spell, that branched off and coursed through the planks. With each streak, the surrounding area dissolved like it was in sulfuric acid. In seconds, the plank was gone, and the door swung open.

Trixie put her hat back on. "You are now enlightened." She gave a giggle as she jumped down. Rarity moaned and Cheerilee just rolled her eyes, but nonetheless they followed her.

The trapdoor led them down a track of rickety narrow stairs, with oppressive wall in the style of brick on either side. There was no sounds as they went down, save for the wind whistling through holes in the wall, and the dripping of condensing water. What exactly it was dripping onto was a question for another time. There was a sharp sound. The ponies stopped, and listened closely. There was a distinctive moaning coming from down the flight of stairs, punctuated with the occasional caw. Rarity and Trixie nodded grimly to one another, and the ponies continued on their way.

It was at that point Cheerilee realised that the stairs were not to be taken for granted. Especially when one of them has a piece broken off, and your hoof passes through it. Cheerilee couldn't help screaming as she fell down the stairs, bumping over each and every one. The stairs slanted to the left, and the door was soon coming up fast. Moments before she collided, Cheerilee stopped dead. Rainbow Dash had flown down, and grabbed her on the anti-penultimate step. "Keep it down!" she hissed.

The moans were stronger than ever now. A few words could be picked out, like 'water' or 'home'. As Trixie was coming around the corner behind them, Rainbow Dash swallowed hard, and pushed the door ajar.

It was a grim sight that befell the unicorn as she peeked through the doorway. The room was made from the kind of storm cloud that was constantly rolling about, giving the room a sort of 'living' feel to it. The walls held cupboards, that when opened, showed arrays of whips, prods and other torture devices. What filled up the bulk of the room were massive boxes, that seemed like wrought iron, with grey patches on the side with keyholes on them. They had little letterbox holes in them, a few of which had handcuffed birdlike claws feebly dangling out. Kin patrolled the boxes in strict, regimented fashion on the longest walls.

A bell rang. At the right side, the Kin stopped what it was doing and moved to the farthest box.  It reached to the keys hooked beneath its' wing, then took one out and unlocked the door with a loud clanging sound. The door was opened a fraction, and the Kin went inside. After a moment of clanking and rattling, the Kin returned dragging an adult female griffon. She screamed in protest and clawed to get back inside. Inside the box there was the wailing of a young child. With the whir of machinery, a wall at the farthest point of the room literally started to roll up. The griffon mother was dragged through kicking and screaming, then casually dumped only to be pulled back fast by some unseen force. The wall rolled back down as the Kin stepped through, went calmly back to the door where sobbing emanated, and closed the dark box.

Cheerilee gulped, and looked up at Rainbow Dash, who appeared to be swallowing a massive amount of rage. Trixie stepped up to the door. "All right, fillies, you know the drill. Get the keys off the guard without them noticing, and break out some griffons."

Twilight poked her head around the door. "Well, that should be simple enough." She narrowed her eyes, staring intently at the gap where she could see underneath the wings of the Kin as it walked away. As the Kin turned back, Twilight quickly ducked back, and counted the seconds until she was sure the Kin was moving away again. Then she peeked around the door first to confirm her calculations. Then, with the effort of her magic, she wrapped her non-corporeal grip around the metallic sheen under the wing, gently lifted the keys from their hook, and hurriedly took them behind the door. "Okay, now what?"

"How do we unlock the doors without them noticing?" asked Cheerilee.

"We'll be needing a distraction," stated Trixie. "Something that'll keep the Kin occupied, and ensure they aren't in any state to knock us down."

Twilight mulled this. "A firework probably wouldn't work, then. Even if it blinds both of them, they're close enough to lash out at us."

"So what else could we do?"

Trixie opened her mouth to say something, then steadily closed it, as a malicious grin spread over her face.

"...Why are you looking at me like that?" asked Twilight.

"You know something?" said Trixie. "Those guards look very booored,"

"Trixie, don't you dare."

"I bet they're not so bad, once they have a bit of playtime,"

"Trixie, I'm warning you." Twilight was trembling.

"They must be begging, positively starving, to play a little...party game?"

Twilight was visibly shaking now. Her lips were tugging up at the corners. She could already feel some part of her changing. "...I'll get you for this," she said. Trixie just smiled. The next second, Twilight had been replaced by a pink blur that sped out from behind the door, dropping the keys behind her. The Kin on the closest wall turned around, and was immediately honked on the armoured nose. "Tag! You're it!"

The Kin stared back at Pinkie. The other Kin came around the corner. They slowly raised their wings.

Pinkie's escape punched a hole through the retractable door. The Kin followed one after another, their wings slicing straight through the door. "You can't catch me!" cried Pinkie in a singsong voice, blowing a raspberry behind her.

The tunnel led Pinkie up a ramp, and passed a closing door marked Butcher. The momentum launched Pinkie into the air, where Dash kept on going. There was the two 'whoosh'es behind her of the Kin's wings unfurling and taking to the air, and Rainbow Dash swerved off to the left. She zigzagged down the network of corridors, past an assortment of doors, right, left, right and right again, directly towards a Kin flying the opposite way. Dash yelped and smashed through the nearest door as it swept past.

Dash ricocheted off the wall past the door, and glided upwards in the spacious room. The room was vacant, cast in a sinister grey by the night outside. All about the room, wafer thin crystals hung from string of varying lengths. As Rainbow Dash swooped past, the crystals were caught up in her wake and drifted after her. As the Kin caught up to her, Dash looped around beneath them, and saw that the crystals were snowflakes, but all designed with sharp points and eerie staring faces, if for no other reason than to be disturbing. The Kin processed her manoeuvre and doubled back. Dash aimed for the nearest door and curled into a ball.

She crashed through the door and rolled over the ground, only to kick herself back into the air. She would have to try that move again some other time, she thought. The room was shorter this time, filled with simple black shelves, dotted with beakers filled with hail. Dash darted through the narrow pathways in complex sequences, hoping the Kin would somehow crash into something. No such luck; the Kin were confused yet unflappable. The three darted all over the room, sending tremors through the cabinets and sending one beaker crashing to the ground. Finally, Rainbow Dash found herself at the start of the room, speeding towards the door. She had an idea. As she passed the  halfway point of the room, she suddenly became Rarity. Hurtling forward, Rarity opened the door the door that was coming up fast, and shot straight through it. She shut the door behind her, gave her signature manic laugh, and shifted back to Rainbow Dash before she could lose momentum and end up with friction burn on her belly.

The door was reduced to splinters as the Kin barged through. Dash sped straight upwards, and her eyes widened. A massive stockpile of storm clouds floated above her, spreading over an area that may well have been a warehouse, all flashing with dormant lightning within. Dash got herself an idea. She carried on into the clouds, as the Kin kicked off beneath her. The Kin poked their heads into the cloud banks, and looked about. The signalled to one another, then headed off in opposite directions. As they floated through the clouds, they were unaware that above them, Rainbow Dash was poised to strike. "Time to light it up!" She said to herself, then kicked the nearest cloud. A massive network of electricity surged through the cloud bank, highlighting the silhouettes of the screaming Kin.

The Kin fell to the ground with a massive thud. Rainbow Dash poked her head through, and wondered if she'd overdone it. "...Nah, they'll be fine. The armour should be good for something." As if on cue, the Kin rolled their heads and twitched. Dash looked about, and saw a lever at one of the walls. She had a feeling she knew what it did. She zipped down, and gave it a good tug. Sure enough, the massive doors that comprised most of the wall began to slide open at a painfully slow pace. The clouds began to drift out, at the beckoning of some slight breeze. With a capricious smile, Dash flew back where she'd came.

By the time she was back in the prison room, most of the griffons were now free. Cheerilee was unlocking another door, griffons were massaging their formerly chained wrists, the griffon children were clambering over their parents, and a griffon was hugging Trixie in a tearful embrace, much to her disgruntlement. Dash went over to Cheerilee as she let out the next group. "Cheerilee...do you think I could do the last two boxes?"

"Sure. Go right ahead." Cheerilee handed over the keys.

Rainbow Dash turned to the box in front of her, and swallowed hard. She looked at the keys. Cheerilee had passed her the keys in such a way that all but two were bunched up on one side of the ring. Dash inserted the key into the lock, and turned it. The door ominously swung open. The inside was just as dark as you'd expect, and covered in claw marks. Rainbow Dash looked inside, and to her horror, she saw a griffon chained up to the wall by her forelegs, her head bowed, her eyes closed.

"...Gilda?..."

The griffon was unmoving.

"Gilda?"

The griffon woke with a start, and looked about in panic. After a few seconds, she looked down, and saw Rainbow Dash. "...Oh, thank GOSH!" she cried, her raspy voice made worse by lack of water.

"GILDA! You're all right!"

"Chya! It's me you're talking about!" said Gilda, her confident smile creeping back. "You wanna get me down from here, Dash? I'm not exactly into chains."

"Sure thing!" Dash flew up and unlocked the manacles, letting Gilda sink back to the ground.

"Darn good to see ya, Rainbow. How'd ya sneak pass those guards?"

"Eh, it was easy, I lured 'em into the storm clouds" "after a really fun game of TAG!" Rainbow Dash stopped dead, seeing the wide eyed look on Gilda's face, and realised what she'd done.

"What. Was that?"

"N-nothing, don't worry Gilda. Just a little hiccu""pcakes!" She slapped a hoof over her mouth, and willed herself to shut up, but her nervousness only made the flickerings worse.

Gilda's eyes were bulging. "...Ohh no, no no no no. They said about this. The good dreams that go into nightmares. Not gonna listen. Gonna wake up now..."

"Gilda, I can expl-"

"Shut up! Not gonna hear it!" Gilda stretched herself taller. "Not gonna listen to you stupid dream monsters trying to screw up my sanity!"

KONK. That was the sound of two foreheads colliding together. More specifically, the sound of a griffon forehead and a pegasus forehead colliding, as a result of the pegasus shooting forward out of the stress of the situation. It was a hollow sound, associated with pain, and resulting in some dizziness and massaging of heads, but at least it helped Rainbow Dash get a grip, and confirmed that Gilda wasn't dreaming.

"Okay, 1: Ow, what the hay? 2: What the hay?!"

"Yeah, it might be better if I start from the top." Rainbow Dash proceeded to explain the situation, including her current abilities. Gilda pushed the door open and stepped out as Dash talked.

"So, what you're saying is, you're Rainbow Dash now, but you keep turning into those dweebs and could really be any one of them?"

"Those 'dweebs' are my friends, Gilda, remember?"

"(How could I forget?)" hissed Gilda.

"Look, it's a little more complicated than that. I mean, I could turn into them, and I could have their memories and all, but they feel like they're...mixing now, like becoming one whole memory..." Her little tangent got her introspective for a second. Gilda was about to wave a claw in front of her face when she snapped out of it. "What's important is that got this far because I wanted to help you, no matter what. Whoever I am, whatever you did, you're still my friend, and that's not gonna change."

"Keep saying that, 'Rainbow'. Not gonna make it less awkward for me."

Trixie sniffed at the air, snatching the keys and unlocking the last box and chains without even looking. "Seems to me like your first mistake was getting involved with one of those plebians."

"Hey! One of 'those plebians' was cool! Don't you go calling my gal pal a mollusc!"

"'Gal pal'? Oh my, perhaps you were closer than I thought. You do have the hairstyle for it."

"Why I oughta-"

Cheerilee threw up her hooves. "Ladies, please! We don't have all night! Well, I suppose we do, but we shouldn't waste it through bickering. Now, Gilda, what can you tell us about the Baroness here?"

"Oh yeah, her. Thunder Stroke." Gilda's eyes narrowed into slits of pure hate. "Thunder Stroke is about the worst thing to ever come out of this crummy empire. She works griffons and pegasi to the bone, making weaponised weather, building bigger, tougher fortresses, and when she's done, she makes us griffons into burgers, and the pegasi...well...let's just say that they end up in a sticky situation."

The pun was not lost on the ponies, who gasped in shock. Rainbow Dash was the first to recover. "Well, we got some surprises for her. I loosed the whole batch of storm clouds. They should be covering half of Cloudsdale by now. We can give 'em a kick and zap 'em down!

"You needn't have bothered. She keeps a load of storm clouds over her little coliseum. Pretty stupid way of getting a dramatic effect, if you ask me."

"Where is this coliseum?" asked Cheerilee.

"From here? I'd say about three miles."

"Three miles?" repeated Dash. "That's a morning exercise. Hey, Gilda? How about we have one, for old time's sake? Last one there's a rotten egg."

"Now there's the Dash I know."
_____________________________________________________________________________________________

The starting line was the door of the storm cloud hangar. Barely visible, on the other side of town, was the circular coliseum, with the flickering grey storm clouds hanging over it. They were on their marks.

"Ready....Set...GO!"

And they were off. Rainbow Dash sped into the lead, her wings unhampered and excersised. Gilda went beneath her, gradually catching up despite her confinement. Rainbow Dash put a little more oomph into her wingbeats, but then suddenly noticed a cloud coming up to meet her. She darted down-right, she ducked down-left, she veered closer to Gilda and kicked off her back, shooting herself upwards.

Gilda made a quick recovery, and corkscrewed around Dash's spectrum trails. She had reached Dash and was ready to strike, when all of a sudden the boys in black rolled in. Kin hovered in front of them, keeping level at all times, until one zipped forward to clip their wings. Rainbow Dash barely missed it, and gave the second a wide berth. Gilda beat down the urge to claw them, and instead kicked on in the face as it passed by. The Kin returned into formation behind them, making chase, while the two bumped against each other on the track. More Kin sped past backwards, joining the arrowhead formation. Rainbow Dash merely grinned, spotting a storm cloud on the approach. With a spinning kick, she knocked the cloud behind her, sending a lightning strike that knocked out half the group. Gilda spotted another, literally grabbed it from the air with both claws, then turned around and threw it in the other halves' faces.

The two dived downward, into a waiting carpet of clouds. The steam buffeted them, and made Rainbow's eyes water. She dipped a little lower, until only the top of her head passed through the cloud. She could see the landscape stretched out beneath her, threatening to swallow her up if she dropped. On her left she saw the griffon beating her wings as hard as she could. Oh Cel yes. This is what they lived for. The two shot back out of the cloud bank and up into the air.

The coliseum was coming much closer now. Their incredible speeds had covered a huge amount of ground, or so to speak. The Kin came at them thick and fast, but so did the storm clouds. Kin came from left and right. They dodged and weaved until the Kin collided. Kin shot down at either side. Rainbow Dash moved a cloud between them. A huge crowd of Kin circled ever closer. Gilda and Dash looked at each other, nodded, then bounced off the Kin and clouds like some complex parkour dance, sending the obstacles bouncing off each other like a large scale pinball game. Finally, it was just between the two of them, they were neck and neck, their hooves and claws stretched out in front and behind them, when suddenly they hit the brakes and screeched to a halt in front of the entrance to the coliseum.

Gilda laughed triumphantly, "I win!"

"What, no you didn't!"

"Yeah I did!"

"I was in front by like a mile!"

"Sure you were, Dash!"

"I so was!"

"You were not!"

"I wanna second opinion!"

"I think Pinkie might be biased."

"Very funny, Gilda!"

The two laughed a little bit more, before looking up at the coliseum before them. The door alone seemed fit for the portcullis of Canterlot. The ridged walls looked to be about eight stories high, with flag-topped towers at farthermost left and right. The storm clouds, naturally, rotated in the air above with ominous flashing.

"Heh. Looks like somepony's gone a little overboard with the renovating, huh, Dash?" Gilda turned to look at an empty space. "...Dash?"

Almost immediately there was a bright flash of light, and Twilight appeared holding Cheerilee and Trixie, who hurriedly stamped out the flame that had started on the tip of her hat. "Sorry," "Gilda," said Dash. "No pony gets left behind and all that."

"Pff. Whatever. We gonna do this or not?"

Trixie donned her hat irritably. "You make it sound so unprofessional."

Cheerilee looked to Gilda. "Do remember, we're talking about quite possibly the most powerful being in the city right now."

"Wusses. C'mon Rainbow Dash." The two winged warriors went on ahead, their compadres tagging close behind. The found themselves going through an eerie tunnel towards a large gate. Inexplicably, there were burning torches attached to the walls, or at least it seemed like they had fire in them. Credit where it's due, this Baroness knew how to build atmosphere.

There was a crunch beneath Rainbow Dash's hoof. She looked down and lifted her leg to find a half eaten, freshly severed, sparrow wing. "...I think I'm gonna hurl." Rainbow Dash turned away, only to find herself looking right down at a pitch black raven, feasting happily on the remains of a tiny bird. The little creature looked up, squawked, and flew ahead of the group. The four hurriedly moved forwards, when suddenly there was a flicker of movement and another raven flew up. Then another one. Then one by one an entire unkindness of ravens flew up to the gate ahead of the group. With one mind, and one strength, the birds flew backwards, pulling the gates open.

The group got through the gates moments after the ravens, and beheld a shocking sight. The gate lead to a balcony with no guardrails, overlooking a monstrous pit. Just in front of the balcony, a veritable vortex of ravens swirled into the air, with the ravens behind them joined. Bit by bit, the ravens formed a kind of umbrella in the air, slowly exposing what floated within the vortex. Finally, the last raven joined the hovering multitude. A pair of emerald eyes opened.

Thunder Stroke floated, or perhaps even drifted, in the air in front of them. She was a firey orange pegasus, with a mane that started black, went through every shade of grey, and became white. The Baroness floated there, with only the occasional twitch of the wing, smiling serenely. "Welcome, adventurers," she said, in an incredibly silky voice.

"Uuuuh, hi," said Rainbow Dash. "We're here to take you down, in case you hadn't guessed."

"I know."

"...so, why are you still floating there? You ready to fight or not?"

"Why bother? You'll just defeat me, just like you defeated my sisters in leadership, and just like you'll defeat the ones who remain."

"Well, suck the fun out of it, why don't ya?"

"Could there not be an alternative? I could help you. You could help me."

Gilda flared up. "HELP YOU?! You turned my species into dog meat and you want us to HELP YOU?!" Gilda leapt into the air, and was pulled down into the pit by ravens.

"Gilda!" cried Rainbow Dash over the edge.

"She won't be harmed. Not if you don't want her to be. In fact, I could let her go now, if you would only hear me out."

"...All right. Out with it."

"Join forces with me. On my own, I would be no match for the dark overlord, but together, we could overthrow this regime in minutes. I may not be truly wise, but I am no fool. I see the ecological catastrophe wrought upon this land, and recognise the outrageous demands from the Baronesses. Help me, shapeshifter. We could start a new golden age. We could elect a new ruler. Not a princess linked in public mind to light, nor a queen synonymous with shadow, but a fair, unbiased queen to put Equestria in perfect balance. So, noble heroine. What say you?"

Rainbow Dash paused at this. She turned to her allies; Cheerilee was shaking her head, mouthing 'don't listen, it's a trick', while Trixie was nodding, mouthing 'bird army, kill her later'. She looked at Thunder Stroke, who seemed fairly sincere. She stroked her chin. "A Baroness on my side..."

Thunder Stroke nodded.

"...a Baroness on mah side?!" Applejack wheeled on Thunder Stroke. "Now look here, missy. You might think ye're tellin' me what ah wanna hear, but whatchu don' git is ah want things back th' way they were, not another new ruler sidlin' on in. An' another thing! Ah don' care what y' say you think o' the country, you'd better have a darn good raisin fer switchin' sides in a hurry! 'cause if there's one thing ah hate more th'n a snake, it's a backstabbin' snake!"

Thunder Stroke scowled. "So be it. Witness the power of the creatures of the air." The ravens cascades downwards, and swirled around Thunder Stroke. The closest birds to her began to form a shape like some form of orb. While others swirled around, a remaining few stayed in front of Thunder Stroke, and assumed a shape like a large bow. Thunder stroke mimicked drawing an arrow from an invisible quiver on her back, inserting it into a non existent arrow, and pulling back. Applejack jumped aside just as she let go, and a raven shot beak first at her.

Rainbow Dash took to the air and circled the orb. She whipped around faster and faster, as the wind tunnel started to suck down the storm clouds and bring them closer. Suddenly, she felt cuts across her back as the ravens started flying in the opposite direction on her. The next raven-arrow struck her in the face, knocking her off course.

She was going to have to use strategy in this fight. Rainbow Dash ducked down lower, and saw a grating at the bottom of the pit, with Gilda underneath. "GILDA!" she shouted, "CAN YOU FIT YOUR LEGS THROUGH THE BARS?"

"I THINK SO!"

"GOOD! IN A S-" She dodged another bird arrow. "IN A SECOND I'M GONNA NEED A BOOST!"

"HOPE YOU KNOW WHAT YOU'RE DOING!"

"ME TOO!" Rainbow Dash flew closer to the force field of black birds, and shifted into Fluttershy in the blink of an eye. "Come down, little ravens." she said, circling the orb. "You don't need to listen to this mean old pony. Just follow me, birds."

Some birds began to detach themselves from the group, and drift closer to Fluttershy.

"That's it, right this way." Fluttershy flew upwards, closer some of the clouds. The exceptionally dim ravens drifted nearer. Then, without warning, Applejack dropped out of the sky. Gilda yelped down below, and stuck the four of her legs through the grating. Applejack made a perfect four point landing, bending her legs along with Gilda. Then, with one in the eye of the laws of physics to do Pinkie proud, she bounced right back up into the air like on a spring, and gave own swift kick to the cloud nearest to her. The power of the earth pony's kick knocked the cloud into another, and that one into another, igniting a chain reaction and a massive bolt of lightning, frying the ravens beneath her.

Shocked at first, Thunder Stroke gave a new signal to the ravens. Multiple ravens shot out like arrows, puncturing the clouds and skilfully dissipating them. Soon a layer of clouds was gone, and the thunderclouds were higher up ahead. Fluttershy winced, and climbed higher into the air, dodging the ravens all the while.

Reaching the clouds, Fluttershy felt herself at a loss. She tugged a cloud downwards, where it only moved a few inches. She beat her wings to no effect. She called for help from the ravens. The ravens just kept shooting up at her. Fluttershy came closer down to the orb.

"That whole lighting thing was an accident, you realise." she said to the now-sparse forcefield. "I don't want to hurt you, really. Come with me and I'll prove it to you." Fluttershy dodged another arrow. After a pause, some ravens came closer to her. With a smile, Fluttershy continued upwards, the ravens streaming behind her. Suddenly, an arrow raven skimmed past her. Fluttershy yelped and cowered. The dumber ravens began to lose interest. "No no, come over here." Fluttershy smiled nervously and beckoned the birds, which started to drift nearer again.

After a while, and a couple more raven-arrows, they reached the clouds. Fluttershy stood on the cloud and turned back to the ravens. "Now, you see, I didn't want to hurt you." "But ah don't mind quite that much." Applejack jumped up, turned 360 in the air, and kicked a cloud beside her hard. Once again, a lightning show went off that made her shield her eyes. When she opened them again, another third of the ravens were toast, and others had dissipated most of the clouds.

The remaining thunderclouds were even further up. Applejack became Fluttershy and flew upwards once again. A bird arrow shot past her, but she kept on going, until she realised how short her breath was, and how much the joints of her wings hurt. She looked down, and saw the others very very far below, including Thunder Stroke and her thinly veiling shield.

"Oh, what the hay." Fluttershy begat Applejack, and Applejack dropped like a stone. Nothing compared to the look on Thunder Stroke's face as she saw the brownish-orange earth pony plummeting towards her. Some ravens started to panic and flee. Applejack shot through the raven defence that was barely even that, taking two or three unlucky ravens with her as she wrapped her legs around the Baroness. The two carried on downwards, and struck the grating with an almighty clang.

Applejack picked herself up, looking down on the Baroness lying in the dented grating. "Y'know, it's getting' a mite worryin' how more 'n' more dangerous these fights're gettin'. And it's more worryin' how ah'm getting' used to them. Ah want this lil' quest over, more'n anythang. So, why don'tcha speed things up a lil' bit, an' tell me where y'r secret room is."

Thunder Stroke spoke, despite being clearly winded. "...Door...other side...top row..."

"Thank y' kindly." There was the creak of grinding metal. Applejack, now Rainbow Dash, hopped up and hovered gently as the grating was pulled back by ravens.

"You think...this fight...was brutal?" asked Thunder Stroke with a smile. "You don't know brutal...Not yet..." With that, shadows streamed up around her like fire, and she was gone.

"Hey!" cried Gilda as she flew up out of the pit. "You didn't save any for me?! I wanted to show that scumbag how she liked being served up for cuisine."

"Don't worry, we'll see her again, I just know it. How're you holding up?"

"Fine. 'Cept now I know how it feels to be a trampoline."

Rainbow Dash laughed, and the two flew out of the pit. They made it back up to the other two, and Twilight teleported them all over to the other side of the arena, into the seating area. They soon made it up the stairway to the doorway at the top. A quick knock opened it up, and they found themselves in what could have been a ancient emperor's living room. There were statues of pegasi from ancient myth, in questionable states of undress, which is quite an accomplishment for a species not known for perpetually dressing, never mind dressing in style.

Twilight made her way over to a bust on the far wall of Thunder Stroke herself. Strung around her stone neck was a pendant, and on the end of it was a certain ruby. With a sample of her magic, Twilight plucked it from the end of the loop. Suddenly, the Element of Loyalty went up into the air, and span around the unicorn. "It's gonna go into me, isn't it," she said dryly, just before the ruby was absorbed straight into her, and a scene played out in the air.

The screen cruised through the air of Ponyville. The houses sped past below, the ponies were prancing about, clearly it was great to be in the air. The screen zoomed low over the neighbourhood, then swooped right across the open field, and over the Everfree forest.

"Wait, what was that?"

The screen, which apparently had the voice of Rainbow Dash, doubled back and drew closer to the ground. It scanned the tree trunks, looking for something hiding in amongst the woods. There! Running back into the forest. Some mishmash of colours was scampering away.

"Hey, you!"

The colourful thing scurried faster. You could barely tell what it was, with all the trees in the way. Some sort of birdlike arachnid cat monkey fox. The screen zoomed closer, trying to get a close view of the retreating thing. It closed its bigger mouth up over its head. Was it shifting whenever it was obscured by a tree?

"Hey! I just wanna talk to you!"

The indescribable beast cried out and flailed backwards. Suddenly, a bolt of energy, maybe even magic, jumped from its fingers and scorched the vines beside the screen, making her jump back in alarm. The creature seemed as surprised as she was, and ran faster, disappearing further into the forest.

"Hey! Come back here!"

The screen shot forward and rounded a corner, overtaking the thing, and span backwards. The animal, or whatever it was, was gone. The screen looked around. The coloured thing was nowhere to be found. Like it had vanished into thin air.


"Yup, yet another artefact with an interest in penetrating me. Who wrote this?"

Gilda scratched her shoulder. "Any idea what that meant?"

"Not a clue. But I intend to find out." Twilight felt around the bust, running a hoof along the neckline, then clicked it sideways. A blue portal manifested on the wall, and they proceeded to enter it.

Trixie caught Cheerilee just before she entered. "Cheerilee...out of curiosity, what was the first Baroness you fought like?"

"Well, um...she was an earth pony...very grim, very dreary, never smiled once. Why do you ask?"

"Well, looking at Thunder Stroke's hairstyle got me thinking..."

"Yes?"

"...It's probably nothing. Go on through."

Cheerilee proceeded through the portal, while Trixie paused to ponder. An always unhappy earth pony, an ugly filthy unicorn, and a serene pegasus with her hair showing a range of colour. "...I wonder..."
_____________________________________________________________________________________________

In some hidden location, watching from afar, Nightmare Moon snarled and stamped her hoof. "This is intolerable! Those simpering nincompoops have disposed of half my Baronesses! They're picking up allies everywhere they go. And that cannot be abided." She whipped around to her associates. "Tighten security! Bring all curfews higher! And to the Everfree forest...seal up the tree!"
Tried to keep this one a little more horror story-ish via shadings of grimdark. I've rather failed at keeping this a pure horror story, haven't I? Ah well, I knew from the start this tale would meander.

Had to write a few long action sequences here. Should help me with future fight scenes.
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:icongarygibbon:
GaryGibbon Featured By Owner Sep 13, 2011
Slendermane, where is your big cameo?
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:iconodd-ranger:
Odd-Ranger Featured By Owner Sep 13, 2011
Oh he's there. Just not very obvious. Trust me, it'll all make sense by the end...
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:iconcloud101jhi:
Cloud101Jhi Featured By Owner Sep 13, 2011
Oh oh ohhh!!! I get it oh so well. Haha, nice hinting in the end. I'm not the type to spoil just about anything, but if you look back the order of how the Elements were acquired, and how the Baronesses were, you might just get it ;)
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:iconodd-ranger:
Odd-Ranger Featured By Owner Sep 13, 2011
Thanks. I'm a little worried I might have given the game away a bit too soon. But if I didn't drop a hint, someone else would probably get it from the next Baroness.
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:iconevilpaladin11:
EvilPaladin11 Featured By Owner Sep 13, 2011
....The elements of harmony are fighting their physically manifested darksides?
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