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Description

The story begins with Princess Twilight Sparkle and Sunburst presenting the journal he discovered at the end of the previous episode to Princess Celestia and Luna. Although a lot of it is in Olde Ponish, Celestia and especially Luna are familiar with the dialect as they were around when it was commonly used and a language their teacher, Starswirl the Bearded, often spoke even as it began to fade from Equestrian tongues. Much of the journal even then is cryptic, though they are nostalgic for their teacher and father figure’s old items and nature. The journal speaks of some site now remotely known as Ponhenge. Because they’re meeting with Thorax, Lord Ember, and Prince Rutherford –as well as Gilda and a few other griffons as a presentative of Griffonstone, to discuss allegiances and all that, they ask Twilight and Sunburst to investigate Ponhenge and see if they can figure out what interest Starswirl had in it.

Twilight and Sunburst go to investigate and at first are disappointed to find nothing. However when Twilight walks into the center of Ponhenge, Sunburst then notices that the journal’s cover is glowing. Twilight flips through the book to find a specific spell on a page that’s also glowing. Twilight begins reading it out loud and Sunburst notices the sky greying above them. He tries to tell her but she’s too wrapped up in reading to hear him.

Unbeknownst to either of them, a strange small light appears, though to them its obscured by one of the pillars.

Unintentionally Twilight casts a spell which shoots into six beams that strike six stone pillars. In varying flashes of magical lightning suddenly appear Starswirl the Bearded, Mage Meadowbrook, Rockhoof, Somnambula, Flash Magnus, and Mistmane.

Twi is at first startled by this sudden occurrence, but then recognizes the Wizard’s iconic garb and asks him if he is who she thinks he is. Starswirl confirms that he is but does not at all look happy, demanding to know why Twilight set him and the others free. Flustered from a mix of emotions, Twilight is at a loss for words but Sunburst is quick to come to her defense, informing the whiskered wizard that Twilight didn’t know that just reading the spell from the book would activate it. Starswirl collects himself and apologizes for his outburst, explaining that the spell that sealed the six ponies away was meant to seal away something dangerous.

Twilight asks what it is, but Sunburst interrupts, pointing out that the skies are still blackening and crackling with dark magic. “THAT!” Starswirl says and then teleports all of them outside Ponhenge as a mass of shadows drops down from the sky and makes an impact. The shadowy mass takes form of a dark alicorn and proclaims with laughter that it is free, chiding Starswirl that his spell didn’t work and referring to him as simply an insect. Starswirl says that the dark entity will not succeed in his plan and then fires a magic blast at it. But the shadow creature deflects with a blast of his own. The dark magic soon begins to overpower Starswirl’s magic and threatens to destroy him, but then Twilight and Sunburst intervene with their own magic, taking PoS by surprise enough to force his own dark magic back at him.

The shadow monster growls in [what I’m assuming is pain] and attempts to make another strike, but Twilight is quicker to the draw and fires multiple blasts at the monster, flying around it and firing past it’s defenses, and of course Sunburst lends his own magic, though without Twilight’s own magic directly added its not as strong. Everypony seems to be agape at Twilight’s ability to fly, but Starswirl does get back in the game and lends his own magic to Twilight’s effort. The monster growls in frustration and leaves, promising them that they will pay, he’ll see to it.

The Wizard attempts to go after the monster, claiming that they can’t let it escape, but collapses from exhaustion. Mage Meadowbrook says that he’s too weak at the moment and says that they’ve all been weakened by their time in limbo. As Twilight approaches her historical idol for questioning and to see if he’s ok, the other ponies seem to gather around her taking special notice of her wings. Somnambula asks if she is a Princess, to which Twilight confirms. Starswirl’s eyes go a bit wide and asks if Twilight then knows his students, Celestia and Luna, which Twilight also confirms, and they head off to see the Princesses.

At Canterlot, Celestia and Luna are rolling their eyes as the representatives of the Yaks, Dragons, Changelings, and Griffons squabble amongst each other. Pinkie Pie and Spike are also there trying to keep Thorax and Rutherford calm, meanwhile one of the griffons swipes something off the table [you imagine what. It doesn’t really matter] Just then Twilight bursts through the door with the others behind her. The Princesses are at first perturbed at being interrupted on top of all the petty arguments, but then they see just who is with Twilight. Celestia stands out of her seat in shock and surprise, only able to say her old mentor’s name, but Luna has a more… excited approach, leaping off her seat and straight at Starswirl knocking him over with a hug.

“Ughf-! It is wonderful to see you again-ughf-! Luna-!” Starswirl says, the wind knocked out of him. As Luna realizes the uncouthness of her undignified reaction, she releases Starswirl from her grasp and picks herself off the floor, trying in vain to reclaim her dignity. Celestia approaches slowly, unable to believe what she’s seeing. She asks Starswirl if its really him, which he answers by telling her that he knew she always hated how Luna was able to do [that one spell that Celestia could never manage]. Luna eyes her sister mischievously, but Celestia can only smile wide and embraces her old mentor in a hug of her own. Although Starswirl is also joyed by the reunion, he explains that there is time for hugging later and that they need to rally all available forces as Equestria is in danger.

The representatives all say “Danger?!” in unison, but Luna quickly closes the doors so they’re not interrupted. Starswirl explains that long ago, a creature made of pure shadow came into Equestria from another world entirely. It’s intentions were just as dark as it’s own essence; to reopen the gateway between Equestria and his realm and let through his entire race and take over not just Equestria, but the entire world, every shadow monster possessing a pony as a host and transforming the land into a realm of pure Darkness.

Starswirl tried to reason with the ‘Pony of Shadows’ [going off his experience with Scorpan] but the PoS barely even regarded Starswirl as an individual and attempted to reopen the gateway. He tried three times, each at the darkest points of Equestria, but each time Starswirl and the other five ponies kept fending him off. Its here that we learn that Starswirl and the others were the original bearers of the Elements of Harmony, and those were primarily what they used to fight off the PoS. trouble was; it seemed that each time they used the EoH, they only seemed to make PoS stronger rather than sending him back to where he came from, turning him into stone, or whatever.

After the third failed attempt, Starswirl decided that the Elements wouldn’t work and that he and the other bearers needed to resort to more drastic measures. Luring the monster to Ponhenge, they used a dark magic ritual to seal it away in limbo for eternity so that it would never be able to open the gateway. Starswirl apologizes to Celestia and Luna for not telling them why he disappeared, but says that he couldn’t risk anypony knowing what happened in case somepony with bad intentions decided to unleash the PoS and bring about a sort of ‘shadowgeddon’. He regrettably adds that his plan would have worked fully if he’d thought to also destroy his journal instead of leave it, if only he weren’t so preoccupied at the time.

Nonetheless, the past is the past and all they can do is fight for the present and future. Starswirl says that the PoS will try to open a gateway again in one of the four darkest points in Equestria, and that if they post teams at each point they can stop him from bringing about Shadowgeddon. Celestia tells Twilight to gather her other friends [Pinkie appeared on the other side of the closed door. Luna asks how Pinkie did it, but Pinkie just shrugs] and they’ll split up into teams of four; each team headed by either a princess or Starswirl as they’re the most powerful and able to fight off the PoS long enough to get him to flee. Celestia remembers the representatives in the other room and asks Spike if he’ll be ok. Spike says that he will, but Celestia isn’t convinced, yet Spike continues to boast confidence and tells them to go and save the world while he holds down the fort. Once Celi closes the door, Spike sags into his seat as the arguments begin anew.

They teleport to the Friendship Castle at Twilight’s suggestion [makes sense, since all her friends live in Ponyville] Twilight happily explains to her idol how the Castle came into existence, Chest of Harmony and Rainbow Powers and all. However at this Starswirl is skeptical, even at the sight of the Cutie Map, convinced its just some enchanted crystals Twilight is trying to build up to impress him. Some of the Old Bearers also scoff at the very idea of ‘Rainbow Power’ and how silly it sounds. Celestia and Luna try to confirm this, but when Starswirl asks if they’ve actually seen the castle grow, to which they have to admit that they haven’t.

Just then the Remane-4 appear in the Map Room [they were gathered by Pinkie Pie] and all collectively gasp at the sight of their own legendary idols. Upon each own addressing their respective idol, and Fluttershy recognizing Mage Meadowbrook, Pinkie Pie squints and then recognizes Somnambula from her and Rainbow’s Daring Do adventure. Flash Magnus approaches them and asks if they are the new Bearers to the Elements of Harmony, to which Rainbow Dash proudly confirm. But AJ notices that Flash said ‘New’ and asks for clarification, to which Pinkie tells them that that is what she was trying to tell them all on the way to the castle.

At this revelation Rainbow Dash gets excited that her foalhood idol, the awesome dragon fighting Pegasus, was also the bearer of the same Element as her [Loyalty] But Flash is confused by this, asking if she means ‘Element of Bravery’. Applejack says that Rainbow indeed means what she means and then says that she is the Element of Honesty, and then Pinkie properly introduces her friends to the Old Bearers, including the Elements to their names. However, Starswirl says that that is incorrect and that the Elements are in fact Hope not Laughter, Bravery not Loyalty, Strength not Honesty, Beauty not Generosity, Healing not Kindness, and Sorcery not Magic. The Mane-6 are perplexed by this and turn to the Princesses, but Starswirl gets back to the point and shows them where in Equestria the three of the four darkest points are. They then are divided up into three teams; Celestia leading Pinkie Pie, Somnambula, Applejack, and Rockhoof, Luna leading Rarity, Mistmane, Fluttershy and Mage Meadowbrook, and Starswirl leading Twilight, Rainbow, and Flash Magnus. Sunburst meanwhile is tasked with staying in the castle and figuring out where the fourth darkest point in Equestria is.

They all break for their locations, Starswirl telling Twilight that he hopes they’ll be in time, otherwise nothing will be safe when Shadowgeddon arrives, the screen zooming into Starswirl’s eye, revealing his vision of what happens when the Pony of Shadows succeeds.

Part-2

The episode begins [after the ‘Previously On’ segment] in Manehattan. At first all seems normal until lights start flickering, then suddenly they start going off, some even exploding off in the distance. As ponies start to panic, the Pony of Shadows begins to form as the city grows darker. Black tendrils of darkness begin to grow and wrap themselves around everything. Ponies are now screaming and running in terror, taxi carts are overturned and ponies crash into each other.

One earth pony finds herself cornered as shadows crawl to her at literally every end; but just then rarity appears in front of the pony and uses her magic to shine a bright light that repels the darkness. Mistmane then appears combining her light with Rarity’s, allowing them to escape into a clearing. Meanwhile Fluttershy flies in with a swarm of lightning bugs and Mage pulling some of her Cajun Ninja moves as she chucks about homemade flash bombs.

The PoS merely looks indignant as if to say ‘Are you serious?’ and then lurches forward to attack them, but then Princess Luna appears in a burst of her night magic and actually uses her ability over the moon to enhance it’s brightness, weakening PoS as the moonlight breaks through the ceiling of shadows. PoS tries to be all tough and scary, seeming to speak but only spitting out deep incoherent gurgling echo sounds, but Luna tells him off that she has dealt with Darkness before. As PoS tries attacking Luna, Rarity, Mistmane, and Mage come to her aid, bombarding the shadow monster until it retreats. It’s a solid victory for Team Luna, but Luna herself seems a bit puzzled. Rarity asks her what’s wrong and Luna says that although she’s never seen PoS before, the entity is somehow all too familiar to her.

We cut to Appaloosa as Princess Celestia, Pinkie Pie, Somnambula, Rockhoof, and Applejack evacuate the town. Rockhoof and AJ are busy digging up mounds as Somnambula uses elaborate mirrors to line them and pinkie makes adjustments to her party cannon. AJ gives in to her inner fangirl and tells Rockhoof about how much she admired him as a filly, but Rockhoof doesn’t seem to care, seemingly more focused on Appaloosa itself. AJ says that it’s a fine town her relatives have built, but all Rockhoof can offer is it doesn’t compare to his home village, proceeding to go on a series of minor criticisms. AJ decides that they should just get back to making mounds, somewhat disappointed. Pinkie likewise tries to make a few light jokes with Somnambula, but the Pegasus isn’t interested.

Celestia alerts them as Nighttime quickly falls in the afternoon; but this time PoS finds the town evacuated and Team Celi waiting for them. Naturally Celestia uses her control over the sun to weaken PoS, but the monster seems prepared for her, sending tendrils of darkness at her to keep her distracted. But of course he’s also met by the others, Somni using her mirrors to get light at him, Pinkie using her party cannon, Applejack bucking lanterns at him, and Rockhoof hurling rocks at PoS. Once again PoS is forced to flee, no match for the power of the sun. AJ and Pinkie try to high five Rockhoof and Somni at the victory, but the two show no interest, Rockhoof gruffly saying that PoS isn’t finished, so there isn’t time or real reason to celebrate. Pinkie asks Celestia if the Olden Dayes were as little fun, and Celestia replies that it was indeed something of a darker time. Celi then notices a speck of light in the distance, one that’s unnatural to the setting, but then it disappears.

We cut then to Twilight, Starswirl, Rainbow, and Flash Magnus are evacuating Vanhoover. Twilight is discussing with Starswirl how to defeat PoS without having to sacrifice anyone in the process. The conversation leads into the Elements of Harmony, then of the Castle and Rainbow Powers. Starswirl responds that its impossible for the Tree of Harmony to do such things and that the Elements are merely forces of magic. Powerful forces, yes, but simply magical forces, they are not sentient nor can they create. He then goes on to say that that is likely the reason why they didn’t work against PoS, as he was somehow able to absorb the raw power of the Elements to make him stronger. Twi is miffed that Starswirl is being so stubborn on the matter, meanwhile Rainbow is talking up how she and her friends defeated Tirek with the Rainbow Powers.

However at this Flash Magnus laughs at how ridiculous it sounds, that without the Elements such power is impossible. Rainbow then indignantly asks how they could have defeated Tirek then. Flash gets a bit more serious and says that either they did directly use the Elements or Tirek never escaped at all; either way, Rainbow and her friends are probably fibbing. Rainbow gets miffed at this, to which Flash responds with a snide “Oh right, you can’t be fibbing because you’re the Element of ‘Honesty’” to which RD responds that that’s AJ, clarifying that she’s the Element of Loyalty.

Flash relents that she’s probably just misinformed on what the Elements ‘actually’ are. He goes on to say that in his corps one couldn’t be in it if they were headstrong tail tellers, that that type of attitude only leads to losses. Rainbow is about to get angry, but then PoS shows up.

Starswirl sets up a force field around them trapping PoS inside, the Twilight casts a spell Starswirl just concocted that lights up the whole city in an almost fungal like fashion [it looks like glowing fungus] PoS then tries to destroy the glow magic, but that’s where Rainbow and Flash come in; physically fighting back PoS’ tendrils while the spell grows stronger.

Although Twi is preoccupied with maintaining the glow light spell, she does notice a strange small light appear along one of the light trails; for a brief moment it almost looks like a pony.

Soon the whole of Vanhoover is lit and PoS can’t open the portal there, but the light doesn’t destroy him, only repel him, forcing him against the force field until it breaks and PoS flees once again; but not before spitting utter verbal venom at Starswirl calling him a hypocrite who would just as easily see a world and it’s people be lost, and the then the others, accusing them all of being selfish insects. This catches Twilight off guard as such words don’t sound right in the given context. Starswirl is weakened by the field breaking and says they should head back to Twilight’s castle to see if Sunburst has discovered the fourth darkest location yet.

When they all get back, they find Rarity in disagreement with Mistmane [who accuses her of profiteering with her dressmaking business] and Fluttershy in disagreement with Mage [Mage thinks that animals are only good for helping with her brews and indentured services, otherwise they’re just nuisances] Celestia and Luna meanwhile seem cheerier as Sunburst believes he has indeed uncovered the fourth darkest point in Equestria; a place a called ‘Hollow Shades’, long abandoned even before Starswirl and the Old Bearers came together. Starswirl points out that now they only need a way to take care of PoS for good, then asks how other villains were taken out after his disappearance.

Celestia goes through the list, starting with Sombra and reluctantly going on to Luna/Nightmare Moon. Starswirl speculates that Luna was possessed by another stray pony of shadows that must have also escaped with the other one then asks how it was defeated. He is surprised to learn that it was through the Elements of Harmony. He then speculates that maybe a PoS attaching itself to a host weakens it’s natural defenses, leaving it open to the power of the Elements to be destroyed.

The Princesses however say that that can’t be right because that’s not what happened the first time NM was blasted by the EoH, but Starswirl says that after a millennia it only took one hit to cure Luna. Luna asks indignantly if Starswirl’s plan then is to have one of the alicorn princesses get possessed by the PoS and then wait 1,000 years before being cured. However the wizard says he’s thinking that it was only because it possessed an alicorn that it was so strong; but if could possess a mortal pony, then it would be open enough to take the hit while the host would remain unharmed.

Nopony is willing to step up and volunteer to be the bait, but then Sunburst says that he’ll do it, that all his life he’s been a failed wizard and it felt wrong for him to just sit back in a library while others went out and faced the threat directly. Starswirl accepts this, but AJ perks up and asks why Staswirl is letting the lowly wizard be the bait and the great wizard isn’t volunteering to do it himself, it being his idea and all. Starswirl says that this is because has to be wielding the Element of ‘Sorcery’ along with the other Old Bearers. Twilight asks why specifically them, and Starswirl’s answer is basically experience and the fact that PoS might be able to feed off the energy of somepony who has already wielded an Element.

With a plan in place and a location to go to, the gang head out to the Tree of Harmony. The Mane-6 are hesitant to remove the Elements as that leaves the Tree vulnerable, but Starswirl assures them that the Elements will be returned once this is all over with. The Elements then form various items on the Old Bearers; a helmet, a bracelet, chest armor, a crown, a necklace, and a belt. The Mane-6 all look crestfallen and rather left out. Pinkie perks up and says that they still have their Rainbow Powers, but Rarity says that they’ve only ever used them once and don’t really know how to reactivate them, come to think of it. either way; they all make tracks to Hollow Shades, the Mane-6 accompanying them because Staswirl believes their presence will help stabilize all the raw power he theorizes will be needed to destroy PoS, and the Princesses are really just there for the added muscle to keep PoS in place while they blast him.

Once there they find an entrance to an underground cavern, where sure enough they see PoS concentrating his dark powers to open a portal to his realm. Starswirl asks Sunburst if he knows what to say, to which Sunburst nervously nods, then carefully walks towards the monster. AJ and RD say that his still doesn’t feel right, but Flash says that sacrifices are often necessary, to which Rainbow says back that teams don’t send one of their own into danger alone. Twilight meanwhile is pondering not only if this plan will even work, but also PoS’ words thus far.

As the group behind them begin to whisper argue, Sunburst says his lines to PoS, pretending to give away the others as approaching and how he got ahead of them, offering to serve as a host for PoS so that they won’t be able to harm him for fear of harming Sunburst. PoS begins his strange echoing deep gurgle speak again, but then Twi notices that strange light again as it floats closer to PoS, the she’s able to understand the creature; PoS expresses confusion at Sunburst’s offer, recognizing him from earlier when they were all first freed and how Sunburst helped them. Sunburst says that helping them only made him feel worthless, second-hoof, unnecessary in the grand scheme, and he would much rather play a part in something bigger than second fiddle to something less so.

PoS says that Sunburst then would be doing a fading race a great favor; PoS explains that both his race and his world are fading [dying] and he came to Equestria seeking new ground for them to inhabit so that they might live on. Seeing that many ponies had potential for great power, he attempted to ask one if he could help him, but was met with only almost primal scorn and was repeatedly attacked. With no better option left, PoS decided the ponies were too primitive to be reasoned with and that it would just be better if PoS’ kind invaded and took over.

Twilight suddenly realizes the layers to the situation and tries to convince Starswirl they need to rethink their plan, that they’re condemning an entire world to fade into nothing. However Starswirl argues that there’s nothing they have the power to do and that PoS must be stopped or else all Equestria is doomed.

The word ‘Power’ hooks on Twi’s mind and she suddenly has an epiphany; she whispers a plan to her friends and the Princesses and asks Celestia and Luna to keep PoS busy while she and her friends figure out how to activate their Rainbow Powers. Both Princesses agree and Celestia says “A brilliant plan, my old student!”

Against Starswirl’s orders, the Princesses and Mane-6 charge into the cavern. The friends still aren’t sure how to activate their powers, but Twilight tells them to feel deep inside themselves and get in touch with their Elements; Honesty, Laughter, Loyalty, Generosity, Kindness, and finally the Magic of Friendship [all of them lighting up in that order] They channel their energy and light up PoS.

Starswirl yells out in protest, but the Old Bearers are amazed to see what’s happening; the Pony of Shadows is changing from pure darkness into light, and the dark portal is changing as well. Suddenly realizing what Twilight is doing, Starswirl commands his fellow bearers to charge up and aim at the portal. Soon the portal also lights up in brilliant colors.

When the Mane-6 and Old Bearers power down, both PoS and the portal now radiate a beautiful light. PoS is confused, asking Twilight why she did that. Twilight says that she remembered how the EoH seemed to only make him stronger, and upon learning of his true intentions, Twi remembered that the Elements of Harmony never actually destroy, that they’re a force for good whose effects have always yielded the best results. She figured out that the problem was that they were trying to destroy the Pony of Shadows when the Elements only ever wanted to cure him.

Luna questions why he never tried speaking to anyone in his own tongue to explain himself before, but a somewhat confused PoS says that he explained himself in the language he speaks now. Suddenly the strange light comes in and transforms into a Pony of Light, this strange second light pony explaining that it translated for PoS in an attempt to get the others to understand his mission, unable to take full form and explain herself because she was weakened after 1,000 years on the moon, so weak in fact that even getting cured by the EoH didn’t fully restore her.

[Yes, it’s a stretch, I know, but its 3:00 in the morning and I’ve been working on this all night]

Luna is shocked to realize that the Light was in fact the same entity that’d possessed her all those years ago. The Light pony apologizes to Luna for all the trouble it brought her and thanks her for helping to restore her world and her kind at long last. PoS explains that he tried relying his intentions and motivations and motivations to Starswirl, but because there was a language barrier he could only attempt crude images, which unfortunately gave the wizard the wrong impression.

Starswirl apologizes for his misunderstanding, and Pony of Shadows –now a Pony of Light, thanks all of them for their help and likewise apologizes for his own misdoings. Both Ponies of Light leave through the portal and that’s the end of it.

All head back to Twilight’s castle. The Old Bearers concede the Mane-6 have their merits and that they were dicks for not trusting them. They admit that they’re ponies out of time, old strangers in a world so new its practically alien to them; everything and everypony they know and love are long gone, and being the Bearers was all they had left, and even then they were outclassed by newer ponies. Twilight says that life is all about mistakes and learning from those mistakes and that Friendship is all about supporting those in need. She says that they don’t need to be the Bearers but that Twi, her friends, and the Princesses can help them integrate back into pony society.

Starswirl says that the Mane-6 have proven themselves to understand the EoH far better than they ever could and became literally a part of them as a result. He congratulates them and then praises Celestia for bringing up a student as good as her and her sister.

They all have a good ole’ group hug, only to be interrupted by their cutie marks lighting up. The Bearers are at first puzzled, but then Starswirl speculates that is has to do with the Elements within them, then the cutie marks fly up and around the table over a location on the Cutie Map. Twilight says that they’ll have to help them integrate into society later, seeing as they have a Friendship Problem to work out now.

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So where was Starlight in all this, you may ask? After failing to connect with Maud and Trixie in ‘Uncommon Bond’, they agreed to go out on a camping trip to reinforce their friendship. Unfortunately, Starlight let Trixie talk her and Maud into camping in the Everfree Forest, and you can imagine what kind of shenanigans ensued. Funnily enough, the trio just missed the Mane-6, Old Bearers, and Princesses as they were going to retrieve the EoH. Trixie actually freaked out and let out a terrifying scream, but everypony just assumed it was one of the Everfree’s wild animals. Fluttershy incorrectly identified the scream to be from a Wildebeagle.

As for Spike? Well, trooper that he is, he managed to maintain peace between the Yaks, Changelings, Dragons, and Griffons; even getting Thorax to agree to lend a few Changelings to help fix up Griffonstone and the Griffons to help the Yaks during the hard winters. As for the Dragons? Well, Spike kinda’ used her to threaten the others into cooperating, so it was considered fair that the Dragons didn’t have to offer anything. Just as well because dragons scare everyone.

Ok, so this wasn’t perfect, I know that, but hey, it makes more sense in my eyes, makes good use of the available materials, and doesn’t make nearly as many stupid retcons as the actual episode.

Also I wrote this whole thing in one night and I’m tired as buck right now, so gimme’ a cookie

Description

The story begins with Princess Twilight Sparkle and Sunburst presenting the journal he discovered at the end of the previous episode to Princess Celestia and Luna. Although a lot of it is in Olde Ponish, Celestia and especially Luna are familiar with the dialect as they were around when it was commonly used and a language their teacher, Starswirl the Bearded, often spoke even as it began to fade from Equestrian tongues. Much of the journal even then is cryptic, though they are nostalgic for their teacher and father figure’s old items and nature. The journal speaks of some site now remotely known as Ponhenge. Because they’re meeting with Thorax, Lord Ember, and Prince Rutherford –as well as Gilda and a few other griffons as a presentative of Griffonstone, to discuss allegiances and all that, they ask Twilight and Sunburst to investigate Ponhenge and see if they can figure out what interest Starswirl had in it.

Twilight and Sunburst go to investigate and at first are disappointed to find nothing. However when Twilight walks into the center of Ponhenge, Sunburst then notices that the journal’s cover is glowing. Twilight flips through the book to find a specific spell on a page that’s also glowing. Twilight begins reading it out loud and Sunburst notices the sky greying above them. He tries to tell her but she’s too wrapped up in reading to hear him.

Unbeknownst to either of them, a strange small light appears, though to them its obscured by one of the pillars.

Unintentionally Twilight casts a spell which shoots into six beams that strike six stone pillars. In varying flashes of magical lightning suddenly appear Starswirl the Bearded, Mage Meadowbrook, Rockhoof, Somnambula, Flash Magnus, and Mistmane.

Twi is at first startled by this sudden occurrence, but then recognizes the Wizard’s iconic garb and asks him if he is who she thinks he is. Starswirl confirms that he is but does not at all look happy, demanding to know why Twilight set him and the others free. Flustered from a mix of emotions, Twilight is at a loss for words but Sunburst is quick to come to her defense, informing the whiskered wizard that Twilight didn’t know that just reading the spell from the book would activate it. Starswirl collects himself and apologizes for his outburst, explaining that the spell that sealed the six ponies away was meant to seal away something dangerous.

Twilight asks what it is, but Sunburst interrupts, pointing out that the skies are still blackening and crackling with dark magic. “THAT!” Starswirl says and then teleports all of them outside Ponhenge as a mass of shadows drops down from the sky and makes an impact. The shadowy mass takes form of a dark alicorn and proclaims with laughter that it is free, chiding Starswirl that his spell didn’t work and referring to him as simply an insect. Starswirl says that the dark entity will not succeed in his plan and then fires a magic blast at it. But the shadow creature deflects with a blast of his own. The dark magic soon begins to overpower Starswirl’s magic and threatens to destroy him, but then Twilight and Sunburst intervene with their own magic, taking PoS by surprise enough to force his own dark magic back at him.

The shadow monster growls in [what I’m assuming is pain] and attempts to make another strike, but Twilight is quicker to the draw and fires multiple blasts at the monster, flying around it and firing past it’s defenses, and of course Sunburst lends his own magic, though without Twilight’s own magic directly added its not as strong. Everypony seems to be agape at Twilight’s ability to fly, but Starswirl does get back in the game and lends his own magic to Twilight’s effort. The monster growls in frustration and leaves, promising them that they will pay, he’ll see to it.

The Wizard attempts to go after the monster, claiming that they can’t let it escape, but collapses from exhaustion. Mage Meadowbrook says that he’s too weak at the moment and says that they’ve all been weakened by their time in limbo. As Twilight approaches her historical idol for questioning and to see if he’s ok, the other ponies seem to gather around her taking special notice of her wings. Somnambula asks if she is a Princess, to which Twilight confirms. Starswirl’s eyes go a bit wide and asks if Twilight then knows his students, Celestia and Luna, which Twilight also confirms, and they head off to see the Princesses.

At Canterlot, Celestia and Luna are rolling their eyes as the representatives of the Yaks, Dragons, Changelings, and Griffons squabble amongst each other. Pinkie Pie and Spike are also there trying to keep Thorax and Rutherford calm, meanwhile one of the griffons swipes something off the table [you imagine what. It doesn’t really matter] Just then Twilight bursts through the door with the others behind her. The Princesses are at first perturbed at being interrupted on top of all the petty arguments, but then they see just who is with Twilight. Celestia stands out of her seat in shock and surprise, only able to say her old mentor’s name, but Luna has a more… excited approach, leaping off her seat and straight at Starswirl knocking him over with a hug.

“Ughf-! It is wonderful to see you again-ughf-! Luna-!” Starswirl says, the wind knocked out of him. As Luna realizes the uncouthness of her undignified reaction, she releases Starswirl from her grasp and picks herself off the floor, trying in vain to reclaim her dignity. Celestia approaches slowly, unable to believe what she’s seeing. She asks Starswirl if its really him, which he answers by telling her that he knew she always hated how Luna was able to do [that one spell that Celestia could never manage]. Luna eyes her sister mischievously, but Celestia can only smile wide and embraces her old mentor in a hug of her own. Although Starswirl is also joyed by the reunion, he explains that there is time for hugging later and that they need to rally all available forces as Equestria is in danger.

The representatives all say “Danger?!” in unison, but Luna quickly closes the doors so they’re not interrupted. Starswirl explains that long ago, a creature made of pure shadow came into Equestria from another world entirely. It’s intentions were just as dark as it’s own essence; to reopen the gateway between Equestria and his realm and let through his entire race and take over not just Equestria, but the entire world, every shadow monster possessing a pony as a host and transforming the land into a realm of pure Darkness.

Starswirl tried to reason with the ‘Pony of Shadows’ [going off his experience with Scorpan] but the PoS barely even regarded Starswirl as an individual and attempted to reopen the gateway. He tried three times, each at the darkest points of Equestria, but each time Starswirl and the other five ponies kept fending him off. Its here that we learn that Starswirl and the others were the original bearers of the Elements of Harmony, and those were primarily what they used to fight off the PoS. trouble was; it seemed that each time they used the EoH, they only seemed to make PoS stronger rather than sending him back to where he came from, turning him into stone, or whatever.

After the third failed attempt, Starswirl decided that the Elements wouldn’t work and that he and the other bearers needed to resort to more drastic measures. Luring the monster to Ponhenge, they used a dark magic ritual to seal it away in limbo for eternity so that it would never be able to open the gateway. Starswirl apologizes to Celestia and Luna for not telling them why he disappeared, but says that he couldn’t risk anypony knowing what happened in case somepony with bad intentions decided to unleash the PoS and bring about a sort of ‘shadowgeddon’. He regrettably adds that his plan would have worked fully if he’d thought to also destroy his journal instead of leave it, if only he weren’t so preoccupied at the time.

Nonetheless, the past is the past and all they can do is fight for the present and future. Starswirl says that the PoS will try to open a gateway again in one of the four darkest points in Equestria, and that if they post teams at each point they can stop him from bringing about Shadowgeddon. Celestia tells Twilight to gather her other friends [Pinkie appeared on the other side of the closed door. Luna asks how Pinkie did it, but Pinkie just shrugs] and they’ll split up into teams of four; each team headed by either a princess or Starswirl as they’re the most powerful and able to fight off the PoS long enough to get him to flee. Celestia remembers the representatives in the other room and asks Spike if he’ll be ok. Spike says that he will, but Celestia isn’t convinced, yet Spike continues to boast confidence and tells them to go and save the world while he holds down the fort. Once Celi closes the door, Spike sags into his seat as the arguments begin anew.

They teleport to the Friendship Castle at Twilight’s suggestion [makes sense, since all her friends live in Ponyville] Twilight happily explains to her idol how the Castle came into existence, Chest of Harmony and Rainbow Powers and all. However at this Starswirl is skeptical, even at the sight of the Cutie Map, convinced its just some enchanted crystals Twilight is trying to build up to impress him. Some of the Old Bearers also scoff at the very idea of ‘Rainbow Power’ and how silly it sounds. Celestia and Luna try to confirm this, but when Starswirl asks if they’ve actually seen the castle grow, to which they have to admit that they haven’t.

Just then the Remane-4 appear in the Map Room [they were gathered by Pinkie Pie] and all collectively gasp at the sight of their own legendary idols. Upon each own addressing their respective idol, and Fluttershy recognizing Mage Meadowbrook, Pinkie Pie squints and then recognizes Somnambula from her and Rainbow’s Daring Do adventure. Flash Magnus approaches them and asks if they are the new Bearers to the Elements of Harmony, to which Rainbow Dash proudly confirm. But AJ notices that Flash said ‘New’ and asks for clarification, to which Pinkie tells them that that is what she was trying to tell them all on the way to the castle.

At this revelation Rainbow Dash gets excited that her foalhood idol, the awesome dragon fighting Pegasus, was also the bearer of the same Element as her [Loyalty] But Flash is confused by this, asking if she means ‘Element of Bravery’. Applejack says that Rainbow indeed means what she means and then says that she is the Element of Honesty, and then Pinkie properly introduces her friends to the Old Bearers, including the Elements to their names. However, Starswirl says that that is incorrect and that the Elements are in fact Hope not Laughter, Bravery not Loyalty, Strength not Honesty, Beauty not Generosity, Healing not Kindness, and Sorcery not Magic. The Mane-6 are perplexed by this and turn to the Princesses, but Starswirl gets back to the point and shows them where in Equestria the three of the four darkest points are. They then are divided up into three teams; Celestia leading Pinkie Pie, Somnambula, Applejack, and Rockhoof, Luna leading Rarity, Mistmane, Fluttershy and Mage Meadowbrook, and Starswirl leading Twilight, Rainbow, and Flash Magnus. Sunburst meanwhile is tasked with staying in the castle and figuring out where the fourth darkest point in Equestria is.

They all break for their locations, Starswirl telling Twilight that he hopes they’ll be in time, otherwise nothing will be safe when Shadowgeddon arrives, the screen zooming into Starswirl’s eye, revealing his vision of what happens when the Pony of Shadows succeeds.

Part-2

The episode begins [after the ‘Previously On’ segment] in Manehattan. At first all seems normal until lights start flickering, then suddenly they start going off, some even exploding off in the distance. As ponies start to panic, the Pony of Shadows begins to form as the city grows darker. Black tendrils of darkness begin to grow and wrap themselves around everything. Ponies are now screaming and running in terror, taxi carts are overturned and ponies crash into each other.

One earth pony finds herself cornered as shadows crawl to her at literally every end; but just then rarity appears in front of the pony and uses her magic to shine a bright light that repels the darkness. Mistmane then appears combining her light with Rarity’s, allowing them to escape into a clearing. Meanwhile Fluttershy flies in with a swarm of lightning bugs and Mage pulling some of her Cajun Ninja moves as she chucks about homemade flash bombs.

The PoS merely looks indignant as if to say ‘Are you serious?’ and then lurches forward to attack them, but then Princess Luna appears in a burst of her night magic and actually uses her ability over the moon to enhance it’s brightness, weakening PoS as the moonlight breaks through the ceiling of shadows. PoS tries to be all tough and scary, seeming to speak but only spitting out deep incoherent gurgling echo sounds, but Luna tells him off that she has dealt with Darkness before. As PoS tries attacking Luna, Rarity, Mistmane, and Mage come to her aid, bombarding the shadow monster until it retreats. It’s a solid victory for Team Luna, but Luna herself seems a bit puzzled. Rarity asks her what’s wrong and Luna says that although she’s never seen PoS before, the entity is somehow all too familiar to her.

We cut to Appaloosa as Princess Celestia, Pinkie Pie, Somnambula, Rockhoof, and Applejack evacuate the town. Rockhoof and AJ are busy digging up mounds as Somnambula uses elaborate mirrors to line them and pinkie makes adjustments to her party cannon. AJ gives in to her inner fangirl and tells Rockhoof about how much she admired him as a filly, but Rockhoof doesn’t seem to care, seemingly more focused on Appaloosa itself. AJ says that it’s a fine town her relatives have built, but all Rockhoof can offer is it doesn’t compare to his home village, proceeding to go on a series of minor criticisms. AJ decides that they should just get back to making mounds, somewhat disappointed. Pinkie likewise tries to make a few light jokes with Somnambula, but the Pegasus isn’t interested.

Celestia alerts them as Nighttime quickly falls in the afternoon; but this time PoS finds the town evacuated and Team Celi waiting for them. Naturally Celestia uses her control over the sun to weaken PoS, but the monster seems prepared for her, sending tendrils of darkness at her to keep her distracted. But of course he’s also met by the others, Somni using her mirrors to get light at him, Pinkie using her party cannon, Applejack bucking lanterns at him, and Rockhoof hurling rocks at PoS. Once again PoS is forced to flee, no match for the power of the sun. AJ and Pinkie try to high five Rockhoof and Somni at the victory, but the two show no interest, Rockhoof gruffly saying that PoS isn’t finished, so there isn’t time or real reason to celebrate. Pinkie asks Celestia if the Olden Dayes were as little fun, and Celestia replies that it was indeed something of a darker time. Celi then notices a speck of light in the distance, one that’s unnatural to the setting, but then it disappears.

We cut then to Twilight, Starswirl, Rainbow, and Flash Magnus are evacuating Vanhoover. Twilight is discussing with Starswirl how to defeat PoS without having to sacrifice anyone in the process. The conversation leads into the Elements of Harmony, then of the Castle and Rainbow Powers. Starswirl responds that its impossible for the Tree of Harmony to do such things and that the Elements are merely forces of magic. Powerful forces, yes, but simply magical forces, they are not sentient nor can they create. He then goes on to say that that is likely the reason why they didn’t work against PoS, as he was somehow able to absorb the raw power of the Elements to make him stronger. Twi is miffed that Starswirl is being so stubborn on the matter, meanwhile Rainbow is talking up how she and her friends defeated Tirek with the Rainbow Powers.

However at this Flash Magnus laughs at how ridiculous it sounds, that without the Elements such power is impossible. Rainbow then indignantly asks how they could have defeated Tirek then. Flash gets a bit more serious and says that either they did directly use the Elements or Tirek never escaped at all; either way, Rainbow and her friends are probably fibbing. Rainbow gets miffed at this, to which Flash responds with a snide “Oh right, you can’t be fibbing because you’re the Element of ‘Honesty’” to which RD responds that that’s AJ, clarifying that she’s the Element of Loyalty.

Flash relents that she’s probably just misinformed on what the Elements ‘actually’ are. He goes on to say that in his corps one couldn’t be in it if they were headstrong tail tellers, that that type of attitude only leads to losses. Rainbow is about to get angry, but then PoS shows up.

Starswirl sets up a force field around them trapping PoS inside, the Twilight casts a spell Starswirl just concocted that lights up the whole city in an almost fungal like fashion [it looks like glowing fungus] PoS then tries to destroy the glow magic, but that’s where Rainbow and Flash come in; physically fighting back PoS’ tendrils while the spell grows stronger.

Although Twi is preoccupied with maintaining the glow light spell, she does notice a strange small light appear along one of the light trails; for a brief moment it almost looks like a pony.

Soon the whole of Vanhoover is lit and PoS can’t open the portal there, but the light doesn’t destroy him, only repel him, forcing him against the force field until it breaks and PoS flees once again; but not before spitting utter verbal venom at Starswirl calling him a hypocrite who would just as easily see a world and it’s people be lost, and the then the others, accusing them all of being selfish insects. This catches Twilight off guard as such words don’t sound right in the given context. Starswirl is weakened by the field breaking and says they should head back to Twilight’s castle to see if Sunburst has discovered the fourth darkest location yet.

When they all get back, they find Rarity in disagreement with Mistmane [who accuses her of profiteering with her dressmaking business] and Fluttershy in disagreement with Mage [Mage thinks that animals are only good for helping with her brews and indentured services, otherwise they’re just nuisances] Celestia and Luna meanwhile seem cheerier as Sunburst believes he has indeed uncovered the fourth darkest point in Equestria; a place a called ‘Hollow Shades’, long abandoned even before Starswirl and the Old Bearers came together. Starswirl points out that now they only need a way to take care of PoS for good, then asks how other villains were taken out after his disappearance.

Celestia goes through the list, starting with Sombra and reluctantly going on to Luna/Nightmare Moon. Starswirl speculates that Luna was possessed by another stray pony of shadows that must have also escaped with the other one then asks how it was defeated. He is surprised to learn that it was through the Elements of Harmony. He then speculates that maybe a PoS attaching itself to a host weakens it’s natural defenses, leaving it open to the power of the Elements to be destroyed.

The Princesses however say that that can’t be right because that’s not what happened the first time NM was blasted by the EoH, but Starswirl says that after a millennia it only took one hit to cure Luna. Luna asks indignantly if Starswirl’s plan then is to have one of the alicorn princesses get possessed by the PoS and then wait 1,000 years before being cured. However the wizard says he’s thinking that it was only because it possessed an alicorn that it was so strong; but if could possess a mortal pony, then it would be open enough to take the hit while the host would remain unharmed.

Nopony is willing to step up and volunteer to be the bait, but then Sunburst says that he’ll do it, that all his life he’s been a failed wizard and it felt wrong for him to just sit back in a library while others went out and faced the threat directly. Starswirl accepts this, but AJ perks up and asks why Staswirl is letting the lowly wizard be the bait and the great wizard isn’t volunteering to do it himself, it being his idea and all. Starswirl says that this is because has to be wielding the Element of ‘Sorcery’ along with the other Old Bearers. Twilight asks why specifically them, and Starswirl’s answer is basically experience and the fact that PoS might be able to feed off the energy of somepony who has already wielded an Element.

With a plan in place and a location to go to, the gang head out to the Tree of Harmony. The Mane-6 are hesitant to remove the Elements as that leaves the Tree vulnerable, but Starswirl assures them that the Elements will be returned once this is all over with. The Elements then form various items on the Old Bearers; a helmet, a bracelet, chest armor, a crown, a necklace, and a belt. The Mane-6 all look crestfallen and rather left out. Pinkie perks up and says that they still have their Rainbow Powers, but Rarity says that they’ve only ever used them once and don’t really know how to reactivate them, come to think of it. either way; they all make tracks to Hollow Shades, the Mane-6 accompanying them because Staswirl believes their presence will help stabilize all the raw power he theorizes will be needed to destroy PoS, and the Princesses are really just there for the added muscle to keep PoS in place while they blast him.

Once there they find an entrance to an underground cavern, where sure enough they see PoS concentrating his dark powers to open a portal to his realm. Starswirl asks Sunburst if he knows what to say, to which Sunburst nervously nods, then carefully walks towards the monster. AJ and RD say that his still doesn’t feel right, but Flash says that sacrifices are often necessary, to which Rainbow says back that teams don’t send one of their own into danger alone. Twilight meanwhile is pondering not only if this plan will even work, but also PoS’ words thus far.

As the group behind them begin to whisper argue, Sunburst says his lines to PoS, pretending to give away the others as approaching and how he got ahead of them, offering to serve as a host for PoS so that they won’t be able to harm him for fear of harming Sunburst. PoS begins his strange echoing deep gurgle speak again, but then Twi notices that strange light again as it floats closer to PoS, the she’s able to understand the creature; PoS expresses confusion at Sunburst’s offer, recognizing him from earlier when they were all first freed and how Sunburst helped them. Sunburst says that helping them only made him feel worthless, second-hoof, unnecessary in the grand scheme, and he would much rather play a part in something bigger than second fiddle to something less so.

PoS says that Sunburst then would be doing a fading race a great favor; PoS explains that both his race and his world are fading [dying] and he came to Equestria seeking new ground for them to inhabit so that they might live on. Seeing that many ponies had potential for great power, he attempted to ask one if he could help him, but was met with only almost primal scorn and was repeatedly attacked. With no better option left, PoS decided the ponies were too primitive to be reasoned with and that it would just be better if PoS’ kind invaded and took over.

Twilight suddenly realizes the layers to the situation and tries to convince Starswirl they need to rethink their plan, that they’re condemning an entire world to fade into nothing. However Starswirl argues that there’s nothing they have the power to do and that PoS must be stopped or else all Equestria is doomed.

The word ‘Power’ hooks on Twi’s mind and she suddenly has an epiphany; she whispers a plan to her friends and the Princesses and asks Celestia and Luna to keep PoS busy while she and her friends figure out how to activate their Rainbow Powers. Both Princesses agree and Celestia says “A brilliant plan, my old student!”

Against Starswirl’s orders, the Princesses and Mane-6 charge into the cavern. The friends still aren’t sure how to activate their powers, but Twilight tells them to feel deep inside themselves and get in touch with their Elements; Honesty, Laughter, Loyalty, Generosity, Kindness, and finally the Magic of Friendship [all of them lighting up in that order] They channel their energy and light up PoS.

Starswirl yells out in protest, but the Old Bearers are amazed to see what’s happening; the Pony of Shadows is changing from pure darkness into light, and the dark portal is changing as well. Suddenly realizing what Twilight is doing, Starswirl commands his fellow bearers to charge up and aim at the portal. Soon the portal also lights up in brilliant colors.

When the Mane-6 and Old Bearers power down, both PoS and the portal now radiate a beautiful light. PoS is confused, asking Twilight why she did that. Twilight says that she remembered how the EoH seemed to only make him stronger, and upon learning of his true intentions, Twi remembered that the Elements of Harmony never actually destroy, that they’re a force for good whose effects have always yielded the best results. She figured out that the problem was that they were trying to destroy the Pony of Shadows when the Elements only ever wanted to cure him.

Luna questions why he never tried speaking to anyone in his own tongue to explain himself before, but a somewhat confused PoS says that he explained himself in the language he speaks now. Suddenly the strange light comes in and transforms into a Pony of Light, this strange second light pony explaining that it translated for PoS in an attempt to get the others to understand his mission, unable to take full form and explain herself because she was weakened after 1,000 years on the moon, so weak in fact that even getting cured by the EoH didn’t fully restore her.

[Yes, it’s a stretch, I know, but its 3:00 in the morning and I’ve been working on this all night]

Luna is shocked to realize that the Light was in fact the same entity that’d possessed her all those years ago. The Light pony apologizes to Luna for all the trouble it brought her and thanks her for helping to restore her world and her kind at long last. PoS explains that he tried relying his intentions and motivations and motivations to Starswirl, but because there was a language barrier he could only attempt crude images, which unfortunately gave the wizard the wrong impression.

Starswirl apologizes for his misunderstanding, and Pony of Shadows –now a Pony of Light, thanks all of them for their help and likewise apologizes for his own misdoings. Both Ponies of Light leave through the portal and that’s the end of it.

All head back to Twilight’s castle. The Old Bearers concede the Mane-6 have their merits and that they were dicks for not trusting them. They admit that they’re ponies out of time, old strangers in a world so new its practically alien to them; everything and everypony they know and love are long gone, and being the Bearers was all they had left, and even then they were outclassed by newer ponies. Twilight says that life is all about mistakes and learning from those mistakes and that Friendship is all about supporting those in need. She says that they don’t need to be the Bearers but that Twi, her friends, and the Princesses can help them integrate back into pony society.

Starswirl says that the Mane-6 have proven themselves to understand the EoH far better than they ever could and became literally a part of them as a result. He congratulates them and then praises Celestia for bringing up a student as good as her and her sister.

They all have a good ole’ group hug, only to be interrupted by their cutie marks lighting up. The Bearers are at first puzzled, but then Starswirl speculates that is has to do with the Elements within them, then the cutie marks fly up and around the table over a location on the Cutie Map. Twilight says that they’ll have to help them integrate into society later, seeing as they have a Friendship Problem to work out now.

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So where was Starlight in all this, you may ask? After failing to connect with Maud and Trixie in ‘Uncommon Bond’, they agreed to go out on a camping trip to reinforce their friendship. Unfortunately, Starlight let Trixie talk her and Maud into camping in the Everfree Forest, and you can imagine what kind of shenanigans ensued. Funnily enough, the trio just missed the Mane-6, Old Bearers, and Princesses as they were going to retrieve the EoH. Trixie actually freaked out and let out a terrifying scream, but everypony just assumed it was one of the Everfree’s wild animals. Fluttershy incorrectly identified the scream to be from a Wildebeagle.

As for Spike? Well, trooper that he is, he managed to maintain peace between the Yaks, Changelings, Dragons, and Griffons; even getting Thorax to agree to lend a few Changelings to help fix up Griffonstone and the Griffons to help the Yaks during the hard winters. As for the Dragons? Well, Spike kinda’ used her to threaten the others into cooperating, so it was considered fair that the Dragons didn’t have to offer anything. Just as well because dragons scare everyone.

Ok, so this wasn’t perfect, I know that, but hey, it makes more sense in my eyes, makes good use of the available materials, and doesn’t make nearly as many stupid retcons as the actual episode.

Also I wrote this whole thing in one night and I’m tired as buck right now, so gimme’ a cookie