Discord felt his jaw drop as he continued to stare at her. She shuffled, nervous under his gaze as Angel stepped in front of her, raising his paws in a defensive stance. Shining Armor galloped up the steps, coming to a sudden halt next to Discord.

"Excuse me, miss, but-" he started before Discord stopped him, quickly wrapping a paw around his face.

"Shining, do you see what I see?"

Shining threw a cursory glance towards the mare before turning back to the draconequus, "No."

Discord grabbed his chin, pointing back towards the girl and the portrait. Within seconds Shining saw the resemblance, and gasped. "Ah, yes!"

By that point Angel had had enough of them just standing there, and ran up to Discord, throwing fast, but adorably harmless punches into his legs. Discord considered kicking him away, but since he seemed to belong to the mare, decided against it.

"Are you D-discord? A-and sorry about Angel..." she said, voice soft as she stepped forward. Discord grabbed the rabbit, tossing him onto his partner's back.

"Cute," he hissed before turning back to her, suddenly genial and ran up the steps up to her, "Perhaps. It really depends, my dear, on who's looking for him."

"Oh, um, I'm Flowing Grace, or Gracie, and I need tickets!" she said enthusiastically, before quieting down to a slight whisper as Discord began circling her. "They say you're the, um, pony to see, but I'm not supposed to say who…"

He merely hummed in response, continuing to examine her. She looked about the same age as Fluttershy, and looked very much like her. A sudden clearing of a throat broke him from his stare.

"What are you doing? Can you please stop staring at me?...Unless you're part...um...vulture...then I apologize," Flowing Grace said, staring up at him and scuffing the floor with her hoof.

"No, I do apologize, Flying Grace-" "It's Flowing Grace." "Yes, okay, it's just that you look an awful lot like…" he moved to gesture at the painting behind her, but stopped, and pulled Shining to his side. "Nevermind. You said something about tickets? And I would imagine a passport, too, if you're looking to travel across Equestria these days."

"Well, yes!" she said, her voice joyful as she flew into the air, "I would like to go to Canterlot."

"Ah. Now, Gracie-right?-, you seem young, won't your family worry?" he asked, stroking his goatee. If she had family anywhere in the area that would look for her, it would add unneeded conflict to his situation.

"Well, no, not exactly...I was found wandering when I was eight years old...I've been an orphan for the past ten years," she said, gently shuffling from side to side.

"So, nothing from before then?"

"No, I have very few memories of my past," Flowing Grace said. She touched the necklace around her neck, unseen by Discord who had turned back towards Shining. Shining looked from Angel, who decided he actually liked him, and up to Discord, eyes darting to the mare.

"She's the one we need, Shining," he whispered. "It's perfect."

"But I do have one clue," she said, snapping Discord's attention back to her, "and that's Canterlot."

"Canterlot," he parroted with a quick roll of his eyes.

"So, um, can you help me?" she asked, hopeful.

"Well, we would absolutely love to," he said, drawing out the syllables. "In fact, we are going to Canterlot ourselves."

He snapped his fingers, and three tickets appeared. They were old tickets to a circus, and utterly worthless.

"I have three tickets here," he continued, waving the tickets in front of her face. She reached out absentmindedly, trying to grab them, but he pulled away quickly. "Unfortunately, one of them is for her. Fluttershy."

He gestured behind her up toward the portrait. Her eyes settled on the small yellow filly, and her heart sank.

"Oh," she replied, crestfallen. Shining placed the rabbit on the floor and joined Discord on the other side of the mare. Both of them began leading her up a flight of steps to the left.

"As Captain of the Royal Guard, I have been given the mission of finding and reuniting the Duchess Fluttershy with her family," Shining said, "Discord has offered his assistance in the matter."

"And you do look like her," Discord said.

"The same teal eyes," Shining added.

"The same nature," Discord continued. Flowing Grace looked at the both of them in confusion.

"She's the same age, the same physical type," the unicorn finished.

"Wait, are you trying to tell me that you think I'm the Duchess?" Flowing Grace said, bewildered at the two of them. They stopped in front of a small painting of a white alicorn, whom she recognized as Princess Celestia, and six fillies, including Fluttershy.

"All I'm trying to say is that we've seen hundreds of girls and not one of them looks as much like the Duchess as you! Look at the portrait," Discord exclaimed, pointing up at the painting, specifically at Fluttershy.

"No offense, but this sounds...well, crazy," Gracie said, backing away.

"Trust me, I've seen crazy," Discord snidely said. "But consider this: you don't know what happened to you."

"No one knows what happened to her," Shining commented, "Not to mention that her only family is in Canterlot."

"And you're looking for family in Canterlot!" Discord exclaimed, sliding an arm around and leading her back towards the painting. "You can't tell me you never considered it."

"That I could be royalty?" she responded, pressing a hoof to her chest in awe. Shining and the draconequus both nodded. "Well, I don't know...it's hard to think of yourself as a duchess when you're sleeping on a damp floor...but I guess every lonely filly would like to think she's royalty."

Flowing Grace stared up at the portrait dreamily. She couldn't lie- she had liked to pretend she was a princess when she was little. It had helped when she felt alone. But thinking that she actually was? Never. But seeing the painting...it was too much of a coincidence that they looked alike. But it was probably unlikely she was the Duchess.

"And one little filly is," Shining said, snapping her out of her dreamlike daze. Discord sighed, and began dragging him away.

"Really wish we could help, but the third ticket is for the Grand Duchess Fluttershy," Discord called out as he lead the unicorn down the steps. He heard the mare sigh as she disappeared from view. "Good luck!"

Flowing Grace stepped closer to the painting, looking up at the alicorn and the six fillies at her hooves. She couldn't put her hoof on it but...something did feel familiar. She thought maybe their talk was getting to her. But she had to get to Canterlot still. She held up the necklace in her hoof, it's familiar weight comforting. She had to make a decision.

"Discord!" Shining hissed, "Why didn't you tell her your plan? She's perfect!"

"All she wants is to go to Canterlot. Why give a third of the reward away?" he hissed back.

"I still say that we're walking away too soon," Shining replied as they began to cross the ballroom.

"Don't fret, Captain, I have it all under control. Just walk a little slower," Discord whisper. He started to countdown. "Three...two...one…."

All of a sudden, the mare cried out, "Discord!"

Said draconequus smiled, holding back a laugh as Shining sighed in relief. "Right into our hooves…"

"Discord, wait!" Gracie called out again as she ran down the steps, Angel following close behind.

"Di-did you call me?" Discord turned, gesturing toward himself, trying to look and sound innocent.

"If I don't remember who I am, well, um, then who's to say I'm not a princess or duchess, or whatever she is...right?" the pegasus said. Discord stroked his beard, and hummed.

"Hmm...go on."

"A-and if I'm not Fluttershy, the Princess and her family will know right away and it will just be an honest mistake."

"It's plausible," Discord responded. Oh how she had played right into his scheme. Beautiful.

"But if you are the Duchess," Shining added, "then you'll finally know who you are and have your family back."

Discord chuckled, "You know, he is right. Either way, you get to Canterlot!"

"Right, of course!" Gracie said, ecstatic. She flew into the air, and held out her hoof. Discord shook it, finalizing the agreement. He let go, stepping back a few paces.

"May I present," he said loudly and grandly as he and Shining bowed, "her Royal Highness, the Grand Duchess Fluttershy."

Flowing Grace giggled, and scooped up Angel. "Oh Angel, we're going to Canterlot!"

"The rabbit stays," Discord said, glaring down the bunny as it stuck it's tongue out at him as the group began to leave the hall.

"What? But he's the first friend I made since leaving the orphanage, and he's only a little bunny!"

"The rabbit does not go."

"I say he's going...please?"

"I'm allergic."

"Come on, we have a train to catch," Shining called as the two of them kept at it.

As their debate continued, a small purple dragon awoke, high in the rafters of the room. A small, golden, triangular shaped necklace began to lightly glow next to him.

"Wha- huh?" he mumbled as he leaned over the side to see the group. "Huh…Sorry buddy, Fluttershy is probably dead… Or maybe just unlikely to be found. Like Twilight said once."

The necklace began to release wisps of dark smoke, forming the shape of a breezy, but had more characteristics of a bat and a bug than their real life counterparts. It flew to the side of the dragon. Spike saw it from the corner of his eye, not really acknowledging what it was for a moment.

"Am I right? I mean, how could that be…" Spike continued as he turned to face the form next to him. It took him a second to start screaming in surprise. Suddenly hundreds more of smoke breezies poured from the necklace reaching eagerly to the pegasus, only to vanish in a puff of smoke as they ventured too far from the necklace. Once he stopped screaming, Spike turned to the necklace.

"Oh really? Just because that thing woke up after all this time, I'm supposed to believe she's Fluttershy?" Spike said, staring the necklace down. He despised that thing. It kept him chained to his 'master' forever. All of a sudden, it began to glow and shake violently.

"Okay! I get the message! Stop glowing and doing the smoke thing!" he exclaimed, waving his claws at it. He paused, amazed, and turned back towards the mare.

"If that thing has come back to life, than that must mean that that's Fluttershy! And that's her!" he exclaimed happily. "If only I could tell Twilight…"

The necklace shifted, wrapping it's chain around Spike's ankles. He looked down, and tried to untie his leg from it. Suddenly, it took off like a rocket, dragging Spike along with it.

"Whoaaaaaaaah!" Spike managed to yell as he plummeted to the floor. He tensed, ready to crash into the marble, but it never came. He and the necklace both disappeared below the stones, leaving nothing but a few displaced cobwebs and scales.

As they descended deep underground, Spike recognized his surroundings as Tartarus. He had a sinking feeling in his stomach as they grew closer to one of the cells. He could see a slumped, bony figure kneeled on the floor. Spike reached for the chain, hoping to get free before they landed. But it was too late. They landed with a loud thud as scales scraped against the floor, Spike sliding into the bony side of the prisoner. He looked up, hoping that the figure hadn't noticed him. But as soon as the thought went through his head, a bony hand grabbed his neck, lifting him up towards the emaciated face of Tirek.

"Ah, Spike, come to visit?" the creature rasped as the dragon writhed. He dropped him on the floor without a glance. Spike snarled up at him as disgust filled his face.

"Tirek, you're looking well. And by well, I'm mean you look like a corpse. How are you even alive?" he snapped. He stood up, brushing off his tail.

"You are interrupting my solitude. Get out," Tirek said, standing up to his full height. "Unless you are here to report something? I felt the dark forces stirring."

"I don't have to tell you anything," Spike said with disdain as he turned away from him, raising his nose to the air. Tirek lifted a hoof, and pushed Spike to the ground.

"Need I remind you of what will happen to a certain princess if you disobey," Tirek growled, as he placed a hoof in the center of the dragon's back, applying slight pressure before lifting it off. Spike got up once again, and puffed out his chest, trying to look as big as he could.

"Now, is there something you wish to tell me?" Tirek said, glaring him down.

"Fluttershy was found today. Alive. She's going to Canterlot, and your curse is going to be broken. I guess curses just aren't what they used to be, huh?" Spike said, snarkily.

"WHAT? ALIVE?" Tirek yelled, seething with anger. He began to pace, hooves cracking down on the floor, sounding like thunder. Spike jumped from his path, the necklace dragging behind him. "That brat!"

He grabbed Spike once more by the neck, not realizing he was squeezing him in his anger. "It's because of her and Princess Celestia I'm here! My curse unfulfilled!"

Spike gasped for air, clawing at Tirek's hand. Tirek dropped him on the ground, and continued pacing. Spike rubbed his neck, only to find the bony hand of Tirek still there. He withheld his scream, only to hear Tirek groan, and began to wail.

"I'm falling apart! The years spent here have turned me into nothing more than a corpse. I'm a wreck!" he cried as he slumped down to the ground. Spike rolled his eyes at the melodrama, and walked over to him.

"Considering if you're dead, I guess you still look alright," Spike said half-heartedly as he pushed the hand into place. Tirek glared at him through the corner of his eye before raising up to his knees.

"If only I hadn't lost that amulet...It tied me to the world above, getting me power," Tirek growled. Spike looked at the necklace tied to his ankle.

"You mean this one?" he said grumpily, raising his leg so it no longer dragged on the floor. Tirek gasped, pulling it off of his ankle.

"Where and how did you find it?" he demanded as he tied it around his neck.

"After we made that deal. In the palace courtyard," Spike replied, rubbing his ankle. "You ranted about it for awhile remember? Something about it being from someone who betrayed you, yadda yadda, now used for evil, yadda yadda?"

But Tirek was ignoring him. He stroked the amulet, chuckling. "My old friend, together again. Finally, I'll get my powers back, Celestia will suffer, and the little duchess will DIE!"

The amulet flashed, sparking with dark red lightning. Spike jumped away from Tirek, shouting in surprise. He crashed to the floor, staring up at the creature as electricity crackled in the air. The floor cracked around him, and decrepit changelings began to creep from it.

"In the dark of the night I was tossing and turning," Tirek rasped, a look of fake fear crossing his face, "And the nightmare I had was as bad as can be -"

Spike tried to move as Changelings circled him, and more poured from the stone, as though hatching from dormancy, along with skeleton-like diamond dogs. A dozen or so picked up Tirek, tossing him as he continued.

"It scared me out of my wits," he sang as he was suddenly dropped, falling into pieces, "A corpse falling to bits!"

His head bounced, landing right into Spike's claws, and still sang.

"Then I opened my eyes

And the nightmare was...me!"

He snapped himself whole again, pacing the room once more towards, a small elevated platform.

"I was once the most powerful creature in all Equestria," he sang, placing the amulet on the platform. "When the royals banished me they made a mistake!"

The amulet oozed red smoke once more, this time forming a sort of portal. Through it, Tirek could see Flowing Grace running to catch a train. He watched, scowling as she hopped aboard with the help of a brown unicorn.

"My curse made each of them pay! But one little filly got away!" he sang, slamming a fist onto the the table."Fluttershy, beware, Tirek's going to escape!"

He angrily swiped the smoke away, and grabbed the necklace. The changelings and diamond dogs, now all awake, joined together, and started singing.

"In the dark of the night evil will find her

In the dark of the night just before dawn!


"Revenge will be sweet," Tirek continued, before the others joined in, "When the curse is complete! In the dark of the night-"

"She'll be gone!" Tirek sang. The necklace glowed, and Spike could see him growing larger, despite how he was being manhandled by some changelings. "I can feel that my powers are slowly returning!"

Changelings swarmed, around him, holding a tattered black cloak, and a bottle of what looked like grey liquid, as he stepped in from of a mirror.

"Tie my cloak and a dash of smoke for that smell!" he commanded. As they did so, the mirror showed not his reflection, but that of Flowing Grace's. She seemed to mock his motions as he straightened his cloak and hair. "As the pieces fall into place, I'll see her crawl into place! Goodbye, Fluttershy, Your Grace! Farewell…"

He swiped away the changelings, and the floor beneath him broke away, revealing a set of winding stairs, which he and the remnants of his army descended.

"In the dark of the night terror will strike her!" the Changelings chorused, as Tirek interjected, "Terror's the least I can do!"

"In the dark of the night evil will brew," the dogs sang back. Tirek growing larger still, pushed them out of his way as he continued to thunder down the steps.

"Soon she will feel that her nightmares are real!" Tirek sang out triumphantly as the creatures swarmed around him. "In the dark of the night-"

"She'll be through!" Tirek shouted over them as they continued.

"In the dark of the night

Evil will find her

Find her!


In the dark of the night terror comes true.

Doom her!"

"My dear, here's a sign -" Tirek sang as they reached the bottom, and the others joined, "It's the end of the line!"

"In the dark of the night…" the creatures chanted, surrounding Tirek as he placed the amulet into a pedestal, "In the dark of the night…"

"Come my minions, rise for your master," Tirek sang, waving his hands over the necklace as red smoke poured from it, forming more smoke breezies, and began to swirl around the changelings and diamond dogs, turning them into smokier, darker, and more dangerous and demonic versions of themselves. "Let your evil shine! Find her now, yes, fly ever faster…"

Spike could only watch in fear as the smoke creatures began to fly, around the staircase, and out into the world. Even as smoke they still chanted, growing louder and faster as they flew higher.

"In the dark of the night...

In the dark of the night...

In the dark of the night!"

"She'll be mine!" Tirek howled into the air as the last of the creatures flew out.

And thus we introduce Spike and Tirek. More on Spike in later chapters wink wonk.

Also we start the adventure! yey!

and auditions are still up! so come and audition!

Discord: watch?v=eN4kwc-ek2s

Tirek: watch?v=8twknarh2P4

Shining Armor: watch?v=7ELtMlG6czE

Cadance: watch?v=enMjnMVYVZQ