Made in Neighpon, Part 3-1

My Little Pony
Friendship is Magic

Made in Neighpon, Part THREE



Deep underground, in a long forgotten tomb, Twilight Sparkle and her friends sit. Buried there by the evil demon lord Tirak, whom escaped there somehow through the help of Applejack's cousin somehow. Twilight's glowing horn being the only source of light the ponies have to see with.

"Well, this is another fine mess we've gotten into," says Rarity with a sigh. "All this dust and dirt is just making a mess of my hair."

"We're trapped underground and you're worrying about your hair!?" asks Rainbow Dash annoyed.

"If I didn't worry about that, it would be something else," snaps back Rarity. "Thinking about being trapped in this tomb would just cause me to panic even more and stress does such horrible things to my complexion."

"We could all sing songs," says Pinkie Pie in her usual cheerful tone.

"We should be tryin' ta think of a way of bustin' outta here," says Applejack as she looks to Twilight, whom is reading the tomb's many inscriptions about the area. "What do ya think, Twilight?"

"I'm thinking, Tirak may have left us down here to take care of us, but at the same time he's left us with some interesting notes on how to further stop him," says Twilight reading some words on one of the columns.

"That's all well and good, Twilight, but we're kind of trapped in a tomb with no way out," says Rarity, the pressure getting to her. "We need to get out of here!"

"I know, I know, but these writings…they must have been put here in case of Tirak getting loose as well as to better explain the whole 'Rainbow of Light' needed to stop him."

"Isn't it supposed to mean the Elements of Harmony?" asks Fluttershy curiously walking towards Twilight. "You thought it was earlier."

"Yes, before I started reading all this," says Twilight concerned. "These scriptures speak of things similar to the Elements of Harmony with various words, but they seem to be different."

"How so?" asks Applejack curiously.

"The Elements of Harmony are as we all know: Honesty, Kindness, Laughter, Generosity, Loyalty, and Magic… These scriptures describe the Spirits of the Rainbow…"

"Spirits of what now?" asks Rainbow Dash now curious herself.

"Spirits of the Rainbow," continues Twilight. "It is said each color is represented by a unique emotion."

"Oh, so just like the Elements of Harmony!" says Pinkie Pie. "Except…not?"

"Not," says Twilight, turning to another scripture. "Each color is shown here on this one along with what it represents…"

Twilight then notices all her friends peering over her shoulder, startling her in the process before they smile awkwardly and step back.

"A-Anyway," says Twilight pointing on the column. "Read what this says."

The ponies all do as told and read the inscription…

"Red shows great confidence.
Orange offers thoughtfulness.
Yellow represents happiness.
Green embraces change.
Blue has loyalty.
Purple feels spirituality.
Together with a chosen spark,
The colors combined will bring forth the light,
The key spectrum to destroying the dark night,
And defeat the demon lord once and for all."

As the ponies take all this end, thinking to themselves, finally one speaks.

"Great, that explains so much," scoffs Rainbow Dash. "What does that all even mean? Are the colors supposed to be like those Elements of Harmony we had to get before, or what?"

"I don't know," says Twilight, thinking on all this. "Maybe Aurora would know."

"A lotta good that does us right now," says Applejack motioning to the cave-n. "Unless we get outta here, we ain't asking anypony anything."

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Outside, the tomb, what was once Neighpon, has now become a twisted, dark version of its former self. Aurora Mist, Spike, and their Neighpon pony friends continue towards Apricotta's farm, unsure of what has happened to their land.

"One second everything looked normal, and this creepy mist came through and turned this whole land into…into whatever this spooky place is," says Spike as he cowers on Aurora's back.

"It is really true then," says Aurora worried. "The prophecy has come true as said it would. Tirak, the great oni lord has been freed, and now our land has been plunged into darkness."

"Whoa, whoa, whoa!" says Firecracker as she flies in front of Aurora. "What do mean the prophecy has come true?"

"Look around, Firecracker," says Velvet concerned. "Look at the trees, the ground, the sky. It's all so dreadful. It couldn't be natural. I hope not, anyway."

"I-It all happened so quickly," says Mint Tulip.

"It all also looked like it was originally comin' from the direction of my family's farm," says Apricotta as she tips back her cone-like hat to look to the sky. "Ah got a bad feeling my cousin Applejack and the others is in trouble."

"Are we close to it?" asks Aurora, looking to Spike and knowing his fears for his friends.

"Should be just a few more hills to cross and we should be there."

However, as they top the first hill, the ponies suddenly find themselves staring down at a large open crevice from where the trail used to be before glancing back at Apricotta, whom shrugs back awkwardly.

"Ah guess, a few more hills and a few canyons give or take along the way…"

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Back within the tomb under Apricotta's family's farm, Twilight and other ponies begin to try and at see if they can do anything to budge the rocks in the tunnel they are buried in.

"This here rock has us sealed in here tighter than a cork on one a Granny Smith's special apple cider jugs," says Applejack as she attempts to kick some of the rocks with her hind legs.

"Uh, whatever she means by that, she's right," says Rainbow Dash as she attempts to pull one rock loose that proves to be too heavy for her.

"We have to get out of here though," says Rarity, her panic rising. "We can't stay down here forever! Think of all the wondrous events I'll miss out on! The parties, the fashion shows, the--"

"Rarity, calm down," says Twilight in a stern tone. "We'll get out."

"But how?" asks Fluttershy with worry. "Even if the other ponies find us, can they get us out?"

"Especially cause I doubt this here place's air will last much longer down here," adds Applejack with worry.

"Well, there might be a way," says Twilight as she looks up at the rock pile. "I was reading up on some new magical techniques, but--"

"You have a way to get us out?" asks Rarity enthusiastically as she embraces the purple unicorn. "Oh, please tell me you have a solution! You always do!"

"I do, but I don't know if I can do it?"

"Now why would ya say such a thing?" asks Applejack confused.

"Because I've never done something like it, and it's a really powerful spell. To do it requires a lot of focus and energy, and something of such magnitude as this…"

"Twilight, girl, ah've known ya for quite some time. We all have. You've managed to do quite a lot of things before we was surprised by," says Applejack as she walks up to Twilight. "Ah believe you can do whatever it is to get us outta this mess."

"Yeah," says Pinkie Pie with a smile. "You've been all like…'Bam!' 'Boom!' 'Ka-Pow!' …with those powers before and it was all really cool!"

"If we were going for speed thinking, you'd have me beat no contest," says Rainbow Dash with a nod. "Of course, flying wise…"

"You can do this, Twilight," adds Fluttershy. "I believe in you."

"As do I," says Rarity before against grabbing Twilight in a panic. "Now get us out of here!"

Twilight Sparkle looks at all her friends as they look back with smiles. They trust her to be able to do this. Even with her own doubts, she feels a sense of confidence build up with in her as well. She has done so much in such a small time frame. Angled with Nightmare Moon, dealt with dragons, encountered things many ponies would be envious of her for having done. She finally nods to herself as tears build up in her eyes and she looks to her friends. These wonderful five ponies whom she has come to know so closely.

"Thank you, girls. I'll do my best!"

"Yes, but please make it us also work." says Rarity worried. "I can feel this place closing in on me."

"Lay it on a bit thicker, girl," says Applejack in disbelief as she shakes her head.

"Okay, everypony, stand back," says Twilight as she steps forth and aims her glowing horn towards the rubble blocking their way out. "This might get messy."

"Messy!?" gasps Rarity in shock. "Wait, you never said anything about--"

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A large now dead tree crashes down across the crevice blocking Aurora Mist and the other Neighpon ponies, kicked down by Apricotta as the other ponies look on.

"Very impressive," says Velvet Breeze with a raised eye. "I had heard stories of your strength, but never thought it was powerful enough to topple such a large tree."

"That weren't nothing," says Apricotta with a chuckle. "One time ah launched a tree straight across an entire valley. Course it didn't make many ponies too happy, but…"

"Y-You launched a whole tree?" asks Mint Tulip surprised. "T-That's incredible."

"Uh, guys," speaks up Firecracker as she hovers overhead. "Shouldn't we be heading for Apricotta's farm?"

"Yes, we should," says Aurora as she looks across the ravine. "Of course…"

"Just don't look down," says Apricotta as she jumps onto the toppled tree. "Long as you do that, you'll be fine."

"L-Look down?" asks Mint Tulip as she then does as told not to and sees the long fall down into darkness and squeaks in horror.

Apricotta continues on as Cinnamon Swirl then jumps on and hops along, humming a tune to herself. Aurora then gets on herself and attempts not to look down, but Spike on the other does and clutches to the light blue pegasus tighter.

"Y-You can fly if we fall, right?" he asks worried.

"I…can't," says Aurora somberly as she continues on.

"But you have wings, and--"

"I just can't, Spike, I'm sorry."

As Aurora continues, Velvet Breeze is about to go across when she notices Mint Tulip shaking nervously and trying to back away.

"Mint, what are you doing?" she asks, turning to the sea green pony. "We should keep moving."

"I-I can't do this," says Mint Tulip as she cries. "I'm sorry, I just can't!"

"Oh, Mint, but you can," says Velvet in an assuring tone as she steps back from the tree.

"I-I'm sorry, I can't! I just can't! It's too scary!"

"We're wasting time, what's going on?" asks Firecracker as she hovers down next to the two ponies before Velvet shushes her.

"Mint, you don't to be like this for the rest of your life, do you?" asks Velvet as she approaches. "You've already come this far."

"N-No, I don't…"

"Then believe me when I say it will be okay," says Velvet as she puts out her front hoof. "Take my hoof…"

Mint Tulip looks at Velvet's outstretched hoof, then at her smiling, assuring face. She thinks briefly on how if she had not met Fluttershy, or any of the other ponies for that matter, she might still be cowering in the forest somewhere still, unwilling to come out for anything. Yet, here she was with these other Neighpon ponies whom were trying to restore their land… To change things. She wanted to be part of that change somehow, no matter how much she feared it.

Her mind decided, she then slowly reaches out and takes hold of Velvet's hoof, and pulls herself up. She gives Velvet an awkward smile and nods and then two then begin to cross the large tree finally, Velvet helping Mint the whole way across as Firecracker follows overhead.

"We're almost there," says Apricotta confidently. "Ah just hope things are okay with the others."

"Twilight and the others wouldn't let anything bad happen to them," says Spike confidently from Aurora's back before thinking on it for a moment. "I hope…"

Just as Spike says, this a massive explosion rocks the landscape, scaring the ponies as they then see smoke billowing out just beyond the next hill.

"What the heck was that?" asks Firecracker in surprise.

"It came from my family's farm," says Apricotta as she runs ahead. "Come on!"

Aurora and the others quickly follow and find themselves on the remains of the Apricot Acres Farm and stop as they see Apricotta standing in the entryway looking on in disbelief. The source of the smoke is coming from what appear to be the ruins of a house.

"Wow, someone musta had a huge party here," says Cinnamon Swirl as the others shush her and Aurora approaches Apricotta.

"I'm sorry, Apricotta," she says somberly. "This is all my fault. If I--"

"Hey, look!" says Firecracker in surprise as from out of the smoke, Twilight and her friends emerge, covered in dirt and soot, but otherwise fine.

"Twilight!" exclaims Spike excitedly as he jumps off Aurora's back and runs to hug the purple mare. "You're all okay!"

"No, we are not okay!" snaps Rarity as she looks herself over in horror. "My coat and my beautiful mane are simply ruined! If that was seriously your plan on getting us out of that tomb, Twilight, then I'd have rather stayed down there!"

"You…found the tomb?" asks Apricotta surprised.

"Yeah, about that," says Applejack as she approaches her cousin annoyed. "What exactly do ya know about that there tomb under the farm?"

"W-Well, cousin, ya see…"

"Wait, Apricotta, what tomb are you two talking about?" asks Aurora in surprise.

"The tomb to that demon guy, Tirak you was talkin' about," says Applejack as she gets right into her cousin's face. "Seems my cousin knows something about all this."

"You mean, it all really is true?" asks Aurora in disbelief. "The prophecy…foreigners… All of it was true?"

"It was an accident, ah swear!" says Apricotta as she looks away from everyone. "When we first arrived in Neighpon, some Neighpon ponies were helping us build the farm. They stumbled onto that place and stuff, sure. Ma and Pa originally just wanted to seal the thing up again and place the house on another space of land, but some of them ponies talked them into staying and were all gonna just explore it a bit first. Of course, ah was curious myself and--"

"And ya let that no good demon free?" asks Applejack annoyed. "Cousin Apricotta, how could ya?"

"Like ah said, Applejack, it wasn't my fault," says Apricotta. "Those other ponies, they was betting me that ah couldn't break that old urn in the tomb. They was totally nagging me on it, and…"

"You broke it," says Twilight concerned.

"Yeah, but ah never thought anything of it, because nothing happened, or so ah thought…"

"It all makes sense now," says Twilight as she paces back and forth. "The timing of everything… Tirak's escape, his appearing as Yonaguni…"

"You mean Tirak was Yonaguni?" asks Aurora in disbelief. "All this time, my feelings were right that he wasn't a normal pony, but to be Tirak himself…"

"I'm afraid so, Aurora. I'm so sorry."

"So now what?" asks Firecracker as she motions around the ponies at the desolate area that once was Neighpon around them."

"We should stick to the plan of getting the gift Princess Celestia had us bring back," says Twilight concerned. "It's our only possible lead on what I read in that tomb as to possibly stop Tirak now."

"The tomb spoke of a way?" asks Aurora with interest.

"Yeah, some kind of weird cryptic stuff about spirits of the rainbow and what colors represent them and stuff," says Rainbow Dash unconcerned. "We should get going, like now!"

"Rainbow Dash, is right," says Twilight. "We have to get back to Neighpon Palace!"

"And not a moment too soon," says Rarity annoyed. "I have to get myself into a bath and full day at the spa to clean all this grime off as soon as possible and the quicker we are to finish all this, the faster I can."

"Same ol' Rarity," sighs Applejack as she shakes her head.

"Oh! I know the way back to the palace!" says Cinnamon Swirl with a wave of her hoof. "Follow me!"

Cinnamon Swirl then bounces off down a trail as Pinkie Pie happily follows behind copying her. The other ponies all look at each briefly, bewildered by how chipper the light brown unicorn and her act-alike pink pony friend are during all this. They chase after them.

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The ponies soon arrive back in the outskirts of Neighpon's town square. The town itself is under siege as ponies run in fear for their lives as mysterious large dragon-like creatures fly down in an attempt to snatch them.

Where the palace used to be, a huge tower expands towards the sky from its spot, more of the strange creatures flying around the higher areas. The ponies can only look on in disbelief at the scene laid out before them in shock.

"Could we send a letter to Princess Celestia with how badly things have truly gotten out of control now?" asks Rarity as she attempts to fix her mane.

"Sure!" says Spike happily as he swoons over Rarity. "Anything for you, my dear."

"Spike!" objects Twilight as her thoughts of how this was a task given to them by the Princess again flood her thoughts. "We can't call for help!"

"Twilight, ah think this is a bit more trouble fer us to handle then Nightmare Moon was," says Applejack concerned. "That there Tirak means a bit more business."

"I know, I know, but…"

Twilight Sparkle looks at her friends and the Neighpon ponies they've come to also consider friends and sees the concern in their eyes. She knows this has gotten bigger than what they might be able to handle, and while she hates to admit defeat, or failure for that matter. She knows it has to be done.

"Alright. Spike, make out a letter to Princess Celestia…"

"Okay," says Spike happily before realizing something. "Um, do any of your have a pen and paper I could use?"

"You mean you don't have any with you?" asks Rarity surprised.

"Well, it's not like I'm always keeping a steady supply on me…"

"Hmph, some help you are on things then."

"Oh, please don't be upset with me, my fair lady!" sobs Spike as he grovels at the white unicorn's feet. "I'll bring pens and paper with me all the time from now on, I promise!"

"Pathetic," mutters Rainbow Dash as she shakes her head at Spike.

"Even if you were to have sent word to the princess, she may not make it in time to stop Tirak," speaks up Aurora as she motions towards the tower. "If Tirak has brought his Castle of Darkness back, then we don't have much time before he spreads darkness all over Equestria!"

"Plus, we gotta help the ponies of town!" says Firecracker as she points down at the ponies being attacked by the dragon-like creatures.

"Right, guess it is gonna be up ta us after all to save Equestria all over again," says Applejack.

"No pressure there, right?" asks Rainbow Dash sarcastically.

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A young filly screams out in terror as she attempts to run from one of the strange dragon-like creatures as it swoops down upon her. It almost has her in its clutches when it is suddenly struck by a quick moving blue blur, causing it to crash into a nearby building.

"Pick on somepony your own size!" yells out Rainbow Dash as she and Firecracker hover over the young filly.

The dragon-like creature emerges from out of the rubble of the building it crashed into now, very much angered by Rainbow Dash's interference as the other ponies approach.

"What are these things?" asks Twilight as she looks on at the creatures attacking the ponies of the town.

"I heard of them in the legends of Tirak as being his gatherers for his dark pony hordes," says Aurora Mist in disbelief. "They are known as Stratadons. I never imagined they were real…"

"We never imagined any of this was real," counters Twilight. "Whatever the case is, we have to try and at least help these ponies, but also get into that castle and stop Tirak."

"We can only do so much though," says Applejack concerned. "These here Stratadons outnumber us ten to one."

"W-We can't f-fight them all ourselves," says Mint Tulip as she cowers back from the others. "W-We can't do this…"

Mint Tulip then suddenly takes off for the forest, surprising the other ponies as she does.

"Mint!" yells out Velvet Breeze. "Wait! Where are you going?"

"Maybe it's fer the best," says Applejack sternly. "She didn't seem like the fightin' type."

"But she…that is to say, was getting better," objects Fluttershy. "At least, I thought she was."

"No time to worry about that now," says Twilight as she makes her horn begin to glow. "I have a plan, but it involves someponies staying behind to help the town."

"Don't worry about it!" yells out Rainbow Dash as she flies by, followed by a Stratadon.

"Yeah, we have this covered!" adds Firecracker as she too flies by and is pursued by a Stratadon. "You guys stop Tirak!"

"W-Wait!" says Twilight annoyed. "I had a plan for this, and--"

"We can't just leave ya!" adds Applejack.

"You have to!" yells out Rainbow Dash as she stops briefly to argue the point before suddenly being hit by one of the Stratadons and crashes to the ground.

"Rainbow Dash!" yell out the ponies in horror as the monster descends upon her to grab her.

However, before the creature can grab her, it is struck by Firecracker and then crashing into a few others that were chasing some other ponies.

"Rainbow, you take everyone in," says Firecracker sternly.

"What?" asks Rainbow Dash annoyed as she picks herself up from the ground and flies back into the air. "I'm not leaving you to deal with this alone!"

"Your friends will need you," says Firecracker as she notices the Stratadons now taking an interest in the two pegasus interfering with their task. "Remember how I have confidence in what I can and can't do? I know I can do this. I can defend my town from this. I will defend my town. You need to help your friends."

Rainbow Dash glares at the Stratadons surrounding them and then Firecracker. She knows the Neighpon pegasus is right. She had a similar conversation with her before about these things. Still, to leave her to deal with this alone…

"Go!" says Firecracker as she pulls down the goggles she wears on her forehead and smiles. "I'll cover all of you."

With that, Rainbow Dash takes off towards the other ponies while Firecracker then flies between some of the Stratadons, distracting them and causing them to chase after her alone.

"Guys, let's go!" yells Rainbow Dash as she motions to the palace.

Without hesitation, the ponies follow behind Rainbow Dash as they then run through the ravaged town, heading straight for the castle. The town's ponies still running around in panic at things going on and Firecracker flying around the sky followed by the huge mod of Stratadons.

Just as they are about to reach the entryway to the castle though, a large armored armadillo-like monster crashes down in front of them, startling the ponies and causing them to come to a screeching halt.

"No pony or otherwise shall be allowed into the castle, Lord Tirak has tasked me with making sure you ponies do not enter the castle."

"Says you and what army?" asks Applejack as she rears back to fight.

"Um… Applejack," says Fluttershy as she looks around. "I think he means that one."

The ponies then see they are surrounded by armed guards, their weapons at the ready. The ponies look on a bit uneasy.

"What now?" asks Aurora to Twilight.

"W-Well…"

"BONZAI!!!!" yells out a voice from above as a Nue comes crashing down in front of the ponies with Mint Tulip on its back.

"Mint?" asks Velvet Breeze in surprise. "And a Nue?"

"We thought you ran away," says Apricotta surprised.

"I-I did," says Mint as the Nue lets her down. "However, I was able to get some help from the creatures of the forest, and they d-don't take very kindly to what's happening in Neighpon anymore than us!"

Within seconds, the town is swarmed by Nues and various other creatures of the forest, attacking both Stratadons and guards alike. The ones surrounding the ponies are quickly dispersed as well in all the chaos.

"Y-You all go inside," says Mint in a sudden confident voice. "W-We'll handle this."

"Wow. You really have changed in such a short time, Mint," says Velvet Breeze proudly.

"I-I owe it all to you, my friends," says Mint as she turns to the town. "S-Stop Tirak!"

Mint Tulip then jumps back onto the Nue whom she arrived on with and takes off.

"Well, I'd say that takes care of the guards stopping us," says Applejack confidently as she turns along with everyone else back towards the armadillo-like monster. "Care ta step aside now?"

"You may best Tirak's armies here, but you cannot hope to possibly stop him from his plan," snarls the creature. "No matter what you may try, he is unstoppable!"

With that, the creature rolls into itself, forming a perfect ball shape and rolls at the ponies with great speed, causing them all to scatter as it moves around after them. It topples over walls and various other things laying about as though they were made of paper.

It soon begins to chase after Twilight with Spike on her back still holding on for dear life.

"It's gonna squash us!" yells Spike as he tightens his grip on Twilight.

"Not if I have anything to say on it," says Twilight as she does a quick turn to face the approaching sphere and uses her magical horn to halt the approaching sphere. "Magic trumps all."

The armadillo-monster tries in vain to break free of Twilight's magical grip as the other ponies approach. Applejack and Apricotta give each other a smile and rear back, kicking the sphere high off into the sky until it is a twinkle of light and gone.

"That'll show em, nothing is unstoppable," says Applejack.

"When ya got friends," adds Apricotta.

"Right, girls," says Twilight as she motions to the castle entryway. "We've still got a demon to stop!"

The  ponies all nod and then run into the now opened up entrance to the ominous castle that was once Neighpon Palace.

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Inside of the castle, the ponies find themselves in a huge room full of purple flames and spikes everywhere with a spiral staircase leading upwards. Regardless of the harrowingly long way up to who knows what, and how things look right now, the ponies know they have come this far and left some friends behind to get here and have to continue. For the sake of all Equestria, Tirak has to be stopped.

"Well, this'll give us some good exercise," says Applejack.

"Let's go!" says Twilight as she runs for the stairs and starts her ascent above.

The ponies all follow suit and they are soon climbing the harrowing amount of stairs as the continuing sounds of battle echo on from the outside with Firecracker and Mint Tulip helping to try and save the town ponies from whatever Tirak has planned for them.

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Above the ponies, at the base of the tower, Tirak sits atop a throne of stone and spikes as some of the monster minions of his work on a massive chariot as equally dark and cruel as its soon to be rider nearby.
Two larger creatures approach Tirak from the darkness. One is a monkey-like being, the other a female cat-like being of some sort. Then kneel down in front of Tirak as he turns to them and speaks.

"Scorpan… Catrina… What is the status of things?"

"Your Chariot of Darkness is almost finished being prepared, my liege," speaks Scorpan as he looks up at the centaur demon. "The gathering of ponies to pull it is underway… However, it has hit a snag."

"What kind of snag?"

"Some of the ponies are fighting back. There is one causing problems for the Stratadons and another has somehow caused the animals around here to rise up to fight as well."

"Well, then do something about it!" snarls Tirak as he pounds a fist into his throne. "I will not be stopped by a few bits of resistance now!"

"There is also one other thing," says Catrina. "Several ponies have infiltrated the castle. They beat the guardian of the entryway and--"

"Those ponies sent by Princess Celestia!" yells out Tirak as he stands enraged at the news. "I should have known burying them would not solve the problem."

Tirak then walks past his minions and to a pedestal where the chest that Twilight and her friends had brought with them to Neighpon sits hovering in a bright light. He glares at it in anger before turning back to the two minions awaiting his word.

"See to it that they never get up this far," says Tirak, pointing down towards the stairwell nearby the throne. "Remember what happens if you fail!"

"O-Of course, my liege," says Scorpan as he stands up quickly and bows.

"We will not let the ponies stop your brilliant plans, my lord," adds Catrina as she too, stands up and bows.

The two then make their way for the stairs, but as they do they offer each other a glance and then proceed downward. Tirak turns back to the chest in the pedestal and sneers.

"Your little ponies won't stop me in my hour of conquest, Princess," he says with a laugh. "So long as I have the very item they seek to use, they cannot hope to stop me."

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After what seems like an eternity and a few flights of stairs to climb up, the ponies reach a level of the castle that seems to open up again much like the entryway and all let out a sigh of relief as they do,  collapsing to the floor.

"Ah never want to climb that many stairs again fer as long as ah live," groans Applejack.

"I was fine with it," says Rainbow Dash with a shrug as she hovers overhead.

"Of course, ya would. You can fly."

"That was fun!" exclaims Pinkie Pie as she jumps past the others. "There were over three hundred stairs!"

"Ya counted!?" asks Applejack in disbelief.

"Uh huh, we both did!" says Pinkie Pie as she motions to Cinnamon Swirl, whom jumps along right next to her.

"We made it into a game!" says Cinnamon Swirl happily. "I'd say the next flight will be about the same."

The ponies all groan at the sounds of that. The mix of knowing how many stairs they have climbed and how many more they might have to go making it a definite nightmare in it's own right.

"Oh! Looks like we're in the barracks part of the castle!" exclaims Pinkie Pie as she looks around.

"Why do you say that, Pinkie Pie?" asks Twilight confused as she stands up.

"Cause of all them!" says Pinkie as she points to the guards all sitting around tables playing card games, sitting around relaxing, or laying in hammocks that have just now noticed the ponies.

"Aw, fiddlesticks," groans Applejack.

The guards then suddenly drop everything and charge at the ponies whom then stand up at the ready for a fight.

"Hold it!" yells out a voice that suddenly freezes everypony and guard in place as they turn to the source of the yelling to see Velvet Breeze and Rarity looking over the barracks in horror.

"You cannot tell me that this is where you guards actually stay during your off times," says Rarity aghast as she motions at piles of garbage, various skulls, and rusty weapons among other things laying about the area.

"I agree," says Velvet Breeze. "I may generally be only into designing clothes, but even I can see what is clearly unhealthy living conditions."

The ponies and guards all look at Rarity and Velvet Breeze dumbstruck at their comments, unable to fathom what to honestly say or do now as the two unicorns approach.

"Tell me,  have you ever brought things up to your supervisor about these barracks?" asks Rarity to one of the guards whom looks on briefly confused before shaking his head 'no'.

"Honestly, a powerful being that cannot even accommodate his own help with descent furnishing," says Velvet as she simply shakes her head in disbelief before glancing quickly back at Twilight and winking to her. She has a plan and Twilight picks up on it, motioning to the others.

"Look at these beds," says Rarity as she walks over to a dirty set of bunk beds with torn, ragged sheets and pillows. "Can you honestly say you enjoy sleeping on these mangy things you call 'beds'?"

The guards, all now into listening to Rarity and Velvet Breeze shake their heads in disgust.

"Of course not," adds Velvet as she walks up next to the guards. "You know you work hard, and that you deserve better, am I right?"

The guards nod as Rarity and Velvet exchange glances as Rarity walks by and rejoins the other ponies as Velvet Breeze continues.

"I believe you all would benefit not only from new furnishings, but perhaps you would like some new clothes as well?"

The guards again nod, now feeling very much interested in Velvet's words.

"Of course, new clothes, better accommodations, and I believe I can perhaps help you get these if you want."

"What's she doing?" whispers Fluttershy as everypony continues to look on.

"What any good pony might do," says Rarity as she scoffs at the décor of the barracks. "Help make things better for others."

"And offer us a way past," says Twilight Sparkle as she notices the nearby stairwell up. "Come on!"

The ponies all then head off for the stairwell as Velvet Breeze watches and smiles to herself, the guards being too distracted by her words to notice the others going by.

"Now then," says Velvet as she continues to look around the barracks with the guards following and listening intently. "What you're going to need is silk, lots of it . Silk for the bedding, silk for the curtains, silk for your new clothes. Oh, I am so thoughtful to be doing this for you, aren't I?"

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As the ponies continue up the tower, Applejack and Rainbow Dash approach Twilight in the lead.

"Our numbers are growing thin, Twilight," says Applejack concerned. "If we keep leaving ponies behind, we might not have anypony left ta fight Tirak when we get to the top!"

"Yeah, we've already left Firecracker, Mint Tulip, and now Velvet Breeze behind," adds Rainbow Dash.

"They chose to stay behind," says Twilight as she glances back at her friends. "They're helping us to get to the top and stop Tirak by doing what they have."

"But how many more will be doing that?" asks Rainbow Dash.

"The ponies of Neighpon are willing to sacrifice everything to save their land if it is necessary," speaks up Aurora Mist as she catches up. "We have endured many hardships in our land's history, and if we must, many more if that is what it takes."

"We didn't mean ta offend ya, Aurora," says Applejack a bit taken back by the pegasus pony's words.

"Yeah, we were just talking," adds Rainbow Dash.

"Don't worry about it," chuckles Aurora Mist. "It was something I read in a book once and it sounded really profound."

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The stairs end again as the ponies then enter another huge chamber. However, a strange odor immediately halts the ponies as they all gag in various ways at the smell.

"Aw, man, did somepony cut one?" asks Rainbow Dash between gasps as she tries to cover her nose.

"Smells like one a them there things Apple Bloom tried making once in the kitchen," adds Applejack.

The ponies then look to see the source of the smell coming from a huge pot behind a counter with various foods and other kitchen related materials sit out. Expanding from that, are several tables covered with ratty table cloths with stools for sitting around them. A mess hall of some sort.

"Well, no wonder these brute are so angry," says Rarity as she gags. "They have to eat whatever that is cooking."

The ponies all walk up to the pot and look in to see some kind of thick greenish-brown soup bubbling up within as it sits atop a fire. They again all gag in disgust.

"Ah think I'm gonna be sick," says Apricotta as she walks away.

"If you eat this stuff, you might," says Spike as he attempts to hang onto Twilight's back still while holding his own breath. "Yuck!"

The sounds of approaching footsteps coming from the nearby stairwell leading up suddenly startle the ponies.

"Scatter!" says Twilight as the ponies all then quickly run off into parts of the room, hiding in various places. Under tables, behind counters and behind curtains as several guards enter the room.

Several of the guards take seats as one of them approaches the counter where the boiling pot is.

"Service!" screams out the guard as he looks for signs of anyone running the kitchen.

"What do we do now?" whispers Aurora Mist to Twilight, both hidden under a nearby table. "These guards might not be so easily distracted like the previous ones."

"We have to think of something," adds Twilight as she looks out at the large pot. "Maybe I can use my magic to--"

"Welcome, welcome, welcome!" says a familiar voice that all the ponies recognize as they look out to see Cinnamon Swirl now behind the counter next to the pot. "I'm sorry for the delay…"

"A pony!" yells out one of the guards as they quickly jump to attention.

"That Cinnamon Swirl," groans Rainbow Dash in annoyance from behind a curtain. "What is she doing?"

"What she does best!" says Pinkie Pie gleefully as she pops up next to Rainbow Dash from out of nowhere. "Just watch!"

"So you boys all came down here for a bite to eat, didn't ya?" asks Cinnamon Swirl happily, confusing the guards.

"Um…yes?" speaks out one of them as they others glare at him annoyed.

"Well, I don't think you'd want this stuff," says Cinnamon Swirl as she nonchalantly kicks the large boiling pot away from the counter, stunning the entire room of viewers. "What you want is something that tastes as good as it smells, right? Not that sludge they were gonna serve you!"

"Uh…okay," says another guard in the group.

With that, Cinnamon Swirl zips back under the counter briefly, the sounds of clutter going on from underneath as the guards attempt to peek over to see what the light brown unicorn is doing before she suddenly pops back up again.

"Well, you boys are in for a treat!" says Cinnamon Swirl as she uses her magical horn to lift up several plates of prepared food that the ponies recognize from their time at Cinnamon's restaurant and places them across the counter. "I've prepared just about every treat there is in the book here! Please, help yourselves!"

At first, the guards seem skeptical about the food before them, but then one of them takes a Melon-pan. It sniffs it cautiously before taking a bite and chews on it for a bit. It's face then lights up as it then proceeds to wolf down the rest of it. The other guards, upon seeing this reaction, then go to town trying the various foods themselves and enjoying what they have just as equally.

"Is everyone enjoying the food?" asks Cinnamon Swirl as she motions to the other ponies to head for the stairs.

The guards all let out an enthusiastic 'yes' as they continue to eat and the ponies sneak by behind them.

"That's great!" says Cinnamon Swirl happily. "And don't worry, I'll make more! As long as others are happy, I'm happy!"

Cinnamon Swirl watches then as the ponies make their way up the stairs to continue on their mission and then focuses back on the guards devouring her food.

"Okay, whom wants to try my prize winning Green Tea Ice Cream next?"

The guards grunt out happily, raising their hands excited as Cinnamon Swirl goes back to work in the kitchen and prepare more food.

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