AUTHOR'S NOTE: This is basically an interesting take on "Midnight Castle." As much as I loved it, I didn't like the end where Scorpan turned into the prince (cliché alert!) So, I'm just going to pretend that part of the ending never happened (because truth be known, I liked him much better as Scorpan) for the sake of this fanfic. Also, I still don't know what all the unicorns do, so I'm just making it up as I go along.

It was a beautiful day in Ponyland. The sun was shining, the birds were singing, and there were rainbows everywhere. Fire Fly and Medley were flying over it, with Mike and Jerry on their backs. They loved a good flight every now and again. They flew down the rainbow, and into the pool with a loud

SPLASH!

The foursome soaked Applejack and her apples, and Peter who was helping to pick them. They weren't too thrilled with getting that extra shower.

"Very funny, guys," Peter said, wringing out his shirt.

"Sorry, Pete," Mike said, climbing out of the pool. "But I gotta admit, that was refreshing."

"You said it," Jerry said, shaking the water out of his hair.

Fire Fly and Medley climbed out of the pool and shook themselves off, too. Then they flew off to find Megan, Danny, Molly, and Julie. It was going to be Julie's first time meeting the Monkees, Jerry, and Fluey.

"Isn't it a beautiful day?" Paradise asked.

"Every day starts out beautiful in Ponyland," Score said. "Then something happens."

"Like a monster attack," Shady said. "Or something much worse!"

"That's what I like about you, Shady," Fluey said. "You're so optimistic."

Shady blushed a little. She decided to drop the whole worry-wart thing when she saw the pegasus ponies return with Megan, Danny, Molly, and Julie. Molly jumped off Sky Dancer and ran to Shady.

"Hi, Shady!" she shouted, hugging her favorite pony around the neck. "Let's go for a ride!"

Molly climbed onto Shady's back, and they were off. Danny went off with Surprise. Megan staid with Julie, who was a little nervous about meeting the Monkees, Jerry, and Fluey. She felt they were so much older than she. Of course, Julie tried to hide behind Megan's leg.

"She don't say much, does she?" Mike asked.

"Who was your grammah teachah?" Davy asked.

"Julie can be really shy," Megan said. "But she'll warm up to you once she gets to know you."

"And if anyone can do that, it's Micky," Peter said.

"Yeah 'e's good with kids," Davy replied.

Micky pulled a yo-yo out of his pocket, and began to do a couple of tricks with it, starting with the old "Rock the Baby in the Cradle" bit. That failed to impress Julie, so Micky decided to do his "Round the World" trick. That involved him swinging the yo-yo around and around, until it finally got stuck in his mouth. Julie covered her mouth to keep from giggling.

"I gaa she ike daa," Micky said, with the yo-yo still jammed in his teeth.

"He said he's glad she liked that," Mike translated. Then he took Julie's hand. "Come on, Julie baby. Let's go raid Cupcake's kitchen."

Julie was a little hesitant, so she looked over at her older cousin to make sure it was okay.

"Go ahead, Julie," Megan said. "It's okay."

"Yeah, we don't bite," Micky said. "Except maybe Mike. But only if you get him mad."

Mike glared at Micky, but ignored his comment. Julie followed Mike to the Estate.

"When you two get back, we have a surprise in store!" Micky called to them.

"What surprise?" Julie asked Mike.

"If I told you, it wouldn't be a surprise," Mike said in a singsong voice.

"If I pretended to be surprised, will you tell me?"

"Julie, you are sneaky!"

Julie giggled and followed Mike into the kitchen. Cupcake was baking up a storm. There were cakes, cookies, and things all over the kitchen.

"Been busy plannin' for the you-know-what, Cupcake?" Mike asked.

"I certainly have," Cupcake said.

"Can I have a cookie, Cupcake?" Julie asked.

"Oh, I'm sorry, Julie," Cupcake said. "They're all for the . . . ."

Mike cleared his throat and gave Cupcake a look. The pony blushed a little. She almost gave away the surprise.

"Never mind," she said.

"Does this have to do with the surprise, Mike?" Julie asked.

"Maybe it does, and maybe it doesn't," Mike said. "And that's all I'm sayin'."

Julie groaned. She didn't like it when people kept secrets from her. In any case, Mike and Julie left the kitchen, and found Megan, Micky, Sundance, and Heart Throb outside the Estate, wearing masks and green, gold, and purple beads.

"Surprise!" they shouted.

"What's this?" Julie asked.

"Oh darling Julie!" Heart Throb shouted. "We're throwing a Mardi Gras party! It'll be so exciting!"

"But Mardi Gras is over," Julie said.

"So what?" Micky asked. "That doesn't matter. The ponies just love to party!"

"Especially Heart Throb," Sundance said. "She's a hopeless romantic. She thinks her true love will come to one of these parties."

"It hasn't happened yet," Mike said. "And I doubt it will."

Heart Throb glared at Mike, and then flew off to start planning for the party. Julie went out to play with the baby ponies. As she was playing with them, Molly ran over to her, carrying something in her hand.

"Julie!" she shouted. "Look what Peter made for us!"

"What Uncle Peter make?" Baby Cuddles asked. She liked calling all the Monkees "Uncle."

"Headbands for us to wear at the party!" Molly shouted. The headbands were made out of shiny, metallic green, gold, and purple beads. Molly handed one to her favorite cousin, and they put them on their heads.

"Molly and Julie look like princesses!" Baby Cuddles exclaimed.

"That's it!" Molly shouted. "Julie, you and I can be princesses at the party!"

"If I'm going to be a princess," Julie said. "Then I want Medley to be a princess, too. I'll make her a crown of daisies, and she'll be the prettiest pony princess at the party."

"I go with you!" Baby Cuddles shouted.

"And I'll start on our princess costumes!" Molly shouted, excitedly. "I'll get Megan to help!"

Julie and Baby Cuddles went out to a field of daisies that was pretty near the Estate, but not quite. None of the baby ponies were allowed in the field without adult supervision. Julie sat down, and began picking the flowers. She wound them together in a wreath shape.

"That too small for Medley," Baby Cuddles said.

"I know," Julie said. "I made it for you. You're going to be a pony princess, too!"

Julie crowned Baby Cuddles, and the little pony giggled.

"Pretty!" she shouted.

"Now I'll work on Medley's crown," Julie said, as she picked more daisies.

Unknown to Julie and Baby Cuddles, they were being watched. Julie was humming a song while making the crown. Baby Cuddles was prancing about, feeling like a princess pony when she suddenly stopped. She looked behind Julie and gasped.

"What's the matter, Baby Cuddles?" Julie asked.

Before she could say anything else, something grabbed Julie from behind and ran across the field with her, and into the forest. She dropped all her daisies, and her headband Peter had made.  Julie began screaming. Baby Cuddles got a good look at the one who grabbed Julie. He was big, brown, furry, and had wings. He looked a little familiar, but she didn't recognize him. But she immediately ran towards Paradise Estate to get Megan and the others.

"Megan! Megan!" she shouted.

"What's the matter, Baby Cuddles?" Megan asked.

"Monster!" Baby Cuddles shouted. "Took Julie!"

"What?!" Medley shouted.

"Oh no," Mike said. "Which way did it go?"

"Didn't see," Baby Cuddles said, and she looked like she was about to cry. "We were in daisy field then monster came."

"Don't worry," Mike said. "We're on the job. Jerry, Firefly, Megan, Medley, and Bubbles, come with me. The rest of you stay here!"

"I'll go get Brandy!" Bubbles shouted.

"Brandy?" Jerry asked, confused.

"He's a puppy," Firefly explained. "And the best tracker in Ponyland!"

Finally, Bubbles returned with a small brown puppy on her back. Now doubt that it was Brandy. The six went running to the daisy field Baby Cuddles told them about. Once there, Brandy began sniffing around the ground.

"Why is it whenever we find a second to relax, we deal with monsters?" Mike asked.

"We're just lucky, I guess," Jerry said with a shrug.

Brandy continued to sniff around until he began barking. The others ran over to see what he found. Mike picked up a string of beads.

"Hey, aren't those the beads Peter gave Molly and Julie?" Jerry asked.

"Right," Mike said. He turned towards Brandy. "Lead on, fella."

Brandy barked and began to run off. The others followed him.

"I knew we should have put a leash on him!" Bubbles shouted.

Brandy stopped at the forest, and began sniffing around. He was determined not to lose the scent. As he was sniffing around, loud screeching was heard from above. The ponies and their friends looked at the sky, and saw a flock of birds flying away at top speed.

"What in the world is that all about?" Mike asked.

"I don't know," Jerry replied. "Something's up, Mike."

"I agree," Medley said. Brandy continued sniffing around. He barked twice, but the second bark sounded more like a growl. The ponies, Mike, Megan, and Jerry looked at the little puppy oddly. They heard the growl again, and looked into the sky. Giant green winged lizards were flying around.

"Strattadons!" they all shouted.

"Let's get out of here!" Firefly shouted. Megan jumped on her back, and Mike mounted Medley. The two pegasus ponies flew into the air, and above the Strattadons.

"It's times like this when I wish I was a pegasus pony!" Bubbles shouted, as she and Jerry were trying to outrun the lizards.

Unfortunately, they weren't as lucky as Firefly, Megan, Medley, and Mike were. Since they were flying over the Strattadons, that left the other two as sitting ducks. The Strattadons swooped down, and in a lightning quick move, grabbed the both of them.

"Whoa, déjà vu!" Bubbles shouted.

"Where do you think they're taking us?" Jerry asked.

"Midnight Castle would be my best guess!"

Jerry didn't like the sound of that. Not one bit. Fire Fly and Medley landed just as the Strattadons left.

"What are we going to do now?" Medley asked.

"Good question," Mike said.

Before the Texan Monkee could say anything else, the fleet of Strattadons were heading right for Paradise Estate!

"Holy guacamole!" Mike shouted.

"Let's go!" Firefly shouted, and she and Medley started to fly off.

Once the foursome got to the Estate, they saw that all heck had broken loose. Strattadons were flying around, terrorizing all the little ponies. Some ducked into the Estate, or under picnic tables. Other ponies weren't so lucky. Moondancer, Cotton Candy, and Applejack were picked up by the Strattadons. Ember, Baby Shady, Baby Moondancer, and Baby Cuddles were picked up as well. Gusty was using her horn to try to blow them out of the sky. Unfortunately, they were too heavy. They were too big for Fizzy's bubbles, too. Finally, the Strattadons went away.

"What was that all about?" Fluey asked.

"I don't know," Mike said, shaking his head.

"We haven't seen Strattadons around here since we first met Megan," Bowtie said.

"I hope that doesn't mean what I think it means," Megan said. "Because if it does, we might be in a lot of trouble."

Unfortunately, it meant what Megan thought it meant: Midnight Castle. The Strattadons had returned to the dark, scary castle. They dropped their captives right on the floor. Jerry crash landed, and banged his head on the floor, causing him to black out. Bubbles nudged him with her nose.

"Jerry?" she asked.

"Forget it, he's out," Applejack said.

"I'm scared, Mama!" Baby Moondancer shouted running to her mother.

"There, there," Moondancer said, nuzzling her baby. "It'll be all right. Everything will be all right."

"Where are we?" Baby Shady asked.

"Midnight Castle," Ember said, trembling. "I have nightmares about this place."

"You and me both," Applejack said. "I hate to think what's going to happen if Tirac's resurrected from the dead."

"Again," Cotton Candy said, referring to the time where the little ponies and their friends had one heck of an adventure, concerning eternal darkness.

"Don't worry," a deep, evil voice said. "Tirac's dead as a doornail. You little ponies made certain to that."

The ponies turned look and saw a woman standing there. She bowed low to them.

"Permit me to introduce myself," she said. "I am Terra, Tirac's sister."

"Sister?" Bubbles asked. "But you're a human. I thought Tirac was half horse."

"Oh he was," Terra said. "He was once all human, until he made Mother mad. Then she turned him into half a horse."

Bubbles and Cotton Candy exchanged a glance. Terra smiled and snapped her fingers.

"Guards!" she shouted. "Take these four ponies to my throne room, and take these little ones and their human friend to the dungeon. Then send the Strattadons out for more ponies."

The guards did as they were told. Everyone began to get nervous about what was going to happen next. Back in Ponyland, everything was calming down.

"I have a feelin' those things are gonna come back," Mike said.

"And we still have to find Julie," Medley said.

"Yeah," Micky said.

"Okay," Mike said. "Megan, Firefly, Twilight, Micky, and Bowtie, you come with us. The rest of you stay here and try to fend off those Strattadons."

"But they're so big and mean," Shady said, trembling a little.

"So what?" Gusty asked. "We outnumber them!"

"I'll go get the Flutter Ponies," Peter said, climbing on top of Whizzer. "They might be able to distract the Strattadons."

"Good idea," Mike said.

"Chicken," Davy mumbled.

The others ignored him, and walked off. North Star and Davy were going to be the look outs for the Strattadons. Fluey and Lofty were the other two. They were going to relieve Davy and North Star when North Star got too tired to flap.

In any case, Mike, Megan, Micky, and the ponies went back out to the daisy field, to start looking for Julie again. As they were walking, they heard some rustling in the bushes. Mike whirled around and looked. Out from the daisies popped Spike.

"Hi," he said.

"Oh, it's only you, Spike," Bowtie said.

"Don't do that!" Micky shouted. "You scared us half to death!"

"I'm sorry," Spike said, as he climbed on Twilight's back. "But I thought I could help."

"We could use all the help we can get," Megan said.

"Yeah, those Strattadons scared Brandy away," Twilight said.

"Dragons have a great sense of smell," Spike said. "I just need a scent."

"Here you go," Mike said, pulling out the beaded headband.

Spike sniffed the headband, and began sniffing around the ground.

Back at the Estate, Peter and Whizzer had returned with the Flutter Ponies in tow.

"A little Utter Flutter will scare those Strattadons away," Peach Blossom said.

"I hope so," Posey said. "Those Strattadons are icky!"

"Incidentally," Davy said, sitting on North Star. "Strattadons ah big flying lizahds, right?"

"Yeah, why?" Gusty asked.

"Because they're coming back!"

"Every pony scatter!"

The little ponies and their friends took off. The Strattadons flew down and began crashing through things, including the Estate.

"Hey!" Lofty shouted. "We spent a lot of time on that roof!"

"This is it, Flutter Ponies!" Rosedust shouted. "Everyone shift to Utter Flutter!"

The Flutter Ponies flew up to the Strattadons and shifted to Utter Flutter. It didn't seem to phase the Strattadons. They just kept on coming.

"It's not working!" Honeysuckle shouted.

"Harder, everyone!" Forget-Me-Not shouted.

The Flutter Ponies flapped as hard as they could to drive the Strattadons away, but it didn't do any good. The Strattadons came forward with such speed, a breeze followed them, sending the Flutter Ponies flying.

"I was afraid something like this would happen," Honeysuckle said.

"Look out!" Morning Glory shouted. "They're coming back!"

The Strattadons continued to fly around, picking up ponies as they flew by. Whizzer began darting in front of them, trying to confuse the heck out of them. It worked, until one swatted her, and she hit the wall of the Estate.

"Anyone get the license number of that truck?" she asked.

"DUCK!" Masquerade shouted.

"Huh? What? Who?"

Whizzer was too dazed to even think! In result, a Strattadon scooped her up. All the pegasus and Flutter Ponies were darting around, trying to either get the Strattadons to let go of their friends, or confuse the heck out of them. It wasn't working. Peach Blossom was looking at one, trying to get it to go away, when one Strattadon grabbed her wings, and began to carry her off. Then they began smashing the Estate and the nursery.

"Evacuate Paradise Estate!" Ribbon shouted.

"Gangway!" Davy shouted.

A stampede of ponies ran into the woods. The Strattadons flew away with some more ponies, since they couldn't get into the forest.

"Oh!" Davy squeaked.

"Thank goodness they've departed," Wind Whistler said. "But we should not commemorate prematurely. They're certain to revisit."

"Huh?" Fizzy asked.

"She said we shouldn't celebrate yet," Gusty said. "Because they might come back!"

"How will we be ready for them if they come back?"

"Good question."

"I guess we'll just have to do what we were doing," Paradise said. "North Star and Davy, you're on lookout duty."

North Star and Davy nodded, and they flew into the air.

The Strattadons dropped Shady, Peach Blossom, Whizzer, Glory, and Galaxy at Midnight Castle. They were promptly taken to the dungeon. The baby ponies looked up, and ran to them.

"Glory!" Ember shouted.

"Galaxy!" Baby Cuddles shouted.

"Whizzer!" Baby Moondancer shouted.

"Mommy!" Baby Shady shouted.

"Ooohh, baby," Shady said, nuzzling her baby.

"I thought the Strattadons took Applejack, Bubbles, Cotton Candy, and Moondancer," Galaxy said. "Where are they?"

"They took my mama!" Baby Moondancer wailed.

"Who's they?" Peach Blossom asked.

"Terra," Ember explained. "She's Tirac's sister. I know she's going to turn them into monsters like Tirac did!"

"Uncle Jerry caught, too," Baby Cuddles said. "He no get up."

Peach Blossom and Galaxy walked over to Jerry, who was still out like a light.. Peach Blossom nudged him gently, but he didn't respond.

"He'll probably be out for quite some time," she said. "When people or ponies hit their heads hard enough, they get knocked out."

"We ever get out of here?" Baby Shady asked.

"I hope so," Shady said.

"Peach Blossom," Glory said. "Maybe you can use Utter Flutter to get us out of here."

"I'm afraid Utter Flutter is useless," Peach Blossom said, looking at her wings. "Those awful monsters punctured one of my wings."

"Poor Peach Blossom," Baby Cuddles said.

"Don't worry, everybody, I'm sure everything will be all right," Whizzer said.

All the little ponies could do was hope. What they really needed was the Rainbow of Light. Megan had it, but she had other things on her mind than the Strattadons, such as finding Julie.

Julie, as it turned out, was in an underground cave, scared to death. The monster had brought her down to that underground cave, and sat her on a stool. Julie was in tears, but she wasn't wailing like a fire engine. She was sort of chewing on the knuckle of her index finger, sniffling every now and again. The monster didn't say much, but he grunted a lot. He was big and scary to a little ten-year-old girl like Julie. At any rate, the monster began digging through a box. Julie couldn't see what was in it, but she probably didn't want to know. The monster finally pulled out something, but Julie didn't want to know what it was. She covered her eyes with her hands as the monster walked over to her. He sort of grunted, and placed whatever he pulled out of the box onto her lap. Julie peeked through her fingers, and saw a little toy brown dragon. It was very old, and looked like it had been patched several times. Julie looked at the toy dragon, a little confused, and then looked at the monster.

"I figured a little toy might help you calm down," the monster said. "I'm not going to hurt you."

"You're not?" Julie asked, a little timidly.

"No."

This was a surprise to Julie. She had heard horror stories from Firefly about dealing with monsters, and Danny had told her many a scary story, and that got her to think that all monsters and dragons and things were all mean.

In the meantime, Mike, Micky, Megan, Spike, and the ponies were walking around the forest. It was beginning to get dark. Luckily, Micky brought a flashlight with him (it was more like a torch). Mike was using his magic wand to shed a little more light on the subject.

"I wish there were some foot prints we could follow," Micky said.

"Yeah, this is getting us nowhere," Firefly replied. "Find anything yet, Spike?"

Spike continued to sniff the ground. He finally stopped at a small patch of grass.

"There's something here!" he shouted.

"You're kidding!" Micky shouted.

"You're puttin' us on!" Mike shouted.

"No, really!" Spike shouted.

Micky sighed, and took one step forward onto the grass patch. To his surprise, it moved a little.

"Wha?" he asked.

"What's up?" Mike asked.

"I think there's a door or something under here."

Mike walked over, and stepped on the patch as well. It moved like a loose floor board. He looked at the others.

"I think we've found our monster," he said.

"How are we going to get in?" Bowtie asked.

"Twilight, think you can pry the door open with your horn?" Mike asked.

"I'll give it a shot," Twilight said. "You know the only unicorn magic I can do is wink in and out. You'd have a better time opening this if Buttons were here."

"I didn't mean magic, I meant dig under the dirt to open the door."

"Oh."

Twilight blushed, and stuck her horn into the ground as far as she could. She managed to go underneath the door and tried to pull it up. She almost got it up when the door was flung open.

"Whoa!" she shouted.

Standing inside the trap door was a brown, furry monster with wings, exactly like Baby Cuddles had described. Mike and Micky didn't waste any time. They dived onto the monster and began clobbering him.

"Atta boys!" Firefly shouted. "Show 'em what for!"

"Give it to him!" Twilight cheered.

"Wait a second . . . ." Spike said, sniffing a little. He got close enough to the monster to get his scent. Then he jumped on top of Mike's shoulders to get him and Micky to stop what they were doing.

"Hold it! Hold it!" he shouted. "Stop you guys!"

"Why?" Mike asked.

"Because he's my friend!" Spike shouted.

"Wha?" Micky asked.

"Oh," Mike said as he and Micky climbed off. "Sorry."

"Oops," Micky said.

The monster stood up straight and shook his head out. He looked at Micky and Mike and glared at them. He was Spike's friend, Scorpan. He used to lead the Strattadons to capture the little ponies for Tirac, but he turned into the ponies ally. Spike ran over to him and latched himself to his leg.

"Hi Scorpan!" he shouted. "Boy am I glad to see you!"

"Same here, Spike," Scorpan said, patting the baby dragon on the head.

"Oops," Firefly said. "Sorry, Scorpan."

"Yeah, we didn't know it was you," Bowtie replied. "These are Micky and Mike."

Micky and Mike smiled sheepishly and waved at Scorpan. Megan went right down to business.

"We're looking for my cousin," she said. "Have you seen her?"

"Little girl, long blonde hair, blue eyes?" Scorpan asked. "Looks a little like you?"

"Yes."

"Follow me."

The little ponies breathed of relief as Scorpan led them down the tunnel. Micky was glad he had his flashlight because the tunnel was dark. Once they made it to the end of the tunnel, Scorpan opened a door, and walked inside. Julie was sitting on the stool, drinking a glass of milk, and playing with the little toy dragon. Once she saw Megan and the others. She abandoned her stool, and ran to her cousin.

"Oh Julie! Thank goodness!" Megan shouted, lifted the little girl off the ground.

"Are you okay? You had us worried sick!" Micky shouted.

"I'm okay," Julie said. "A little scared, though."

"What happened?" Firefly asked.

"I'll explain," Scorpan said. "I had heard Tirac's sister, Terra, who is much worse than Tirac himself, had claimed Midnight Castle, and she was going to sent the Strattadons to capture as many ponies and their friends as they could. I decided to go to Paradise Estate and help fend them off, but the Strattadons were already there. I saw the little girl in the field picking flowers, and there was a Strattadon heading right for her. Since I noticed she looked a lot like Megan, I figured she was related. So I ran out and took her into the forest before the Strattadon could get her. I took her down here to my cave where I knew she would be safe. I didn't mean to scare her, though."

"I guess Baby Cuddles didn't know you, either," Mike said. "Which is why Micky and I started clobberin' you like we did."

"Sorry about that," Micky said with a sheepish grin. "Let's go back to Paradise Estate."

"No," Scorpan said. "The Strattadons will be there. This is the only safe place from them."

"But what about our friends?" Spike asked.

"We will wait until the time is right before we go back to Paradise Estate," Scorpan said. "Right now is not a good time."

That settled it for Micky. He sat down on the floor. Mike shrugged, and sat down with him, followed by Megan, Julie, and the ponies. All they could do now was wait.

Back at Midnight Castle, Jerry was finally coming around. He had one major headache though.

"Oooh baby," he groaned. "I feel  like I was hit by a sack of lead!"

"Strattadons hit like a sack of lead," Galaxy replied. "Are you okay?"

"Oh sure. Just got a headache the size of Texas, is all! Where are Applejack, Bubbles, Cotton Candy, and Moondancer?"

"They in 'nother place," Baby Cuddles said.

"They took Mama!" Baby Moondancer wailed. "I want my Mama!"

"I wanna go home!" Baby Shady yelled.

"It's all right," Shady said, nuzzling her baby. "I'm sure Megan will come soon."

Suddenly, the guards arrived at the cell, and opened it. Jerry and the ponies were being led out of it and into Terra's throne room. She was sitting on the throne, holding a small dark pouch. Applejack, Bubbles, Cotton Candy, and Moondancer were chained in front of the throne. Baby Moondancer couldn't take it, and she ran to her mother.

"Mama!" she yelled.

Before she could reach her mother, a guard blocked her off with it's spear. Then she ran back and hid behind Glory.

"I'm glad you're here," Terra said. She held up the pouch. "Now you can see the magic of the Rainbow of Darkness."

"Lady, you've got to be some kind of a nut," Jerry said.

"Am I?" Terra asked with an evil smile. "Watch this!"

Terra opened the pouch, and a reddish-purple rainbow flew out of it, surrounding Applejack, Cotton Candy, Bubbles, and Moondancer. The four of them screamed. Ember knew what was coming next. She hid behind Jerry to avoid having to look at her friends. Once the rainbow flew back into Terra's pouch, Applejack, Bubbles, Cotton Candy, and Moondancer had turned into large black and purple monsters. Every single one of the baby ponies began to cry. Jerry made a face.

"Oh how horrible!" Peach Blossom shouted.

"What did you do to them?!" Glory shouted.

"Why the same thing my dear brother did to them," Terra said. "They'll pull my chariot of course, and then, I'll take over all of Ponyland! Guards, take them back to the dungeon."

The guards led Jerry and the ponies back to the dungeon. Baby Cuddles nuzzled against Galaxy.

"What happen now?" she asked.

"I don't know," Galaxy said.

"Let's hope Megan and the others show up soon," Jerry said. "With the Rainbow of Light. Twilight told me about Tirac and that Rainbow of Darkness."

Unfortunately, Megan didn't have the Rainbow of Light. It was back in Dream Valley, at Paradise Estate. But the little ponies couldn't go back. There were Strattadons guarding the place.

"We need to get the Rainbow," Molly said.

"How, with all those Strattadons guarding Paradise Estate?" Fluey asked. "It's a suicide mission!"

"I think I might have an idea," a voice said. Everyone turned around and saw two white ponies with rainbow hair. One was a little pony, and the other was a Big Brother. The little pony had a rainbow on her hips and the Big Brother had a basketball on his.

"Hey it's Rainbow and Jump Shot," Peter said.

"You have an idea to get us the Rainbow of Light?" Slugger asked.

"What is it?" Score asked.

"It all depends on Buttons," Rainbow said. "Since she can move things with her horn. And Powder, we'll need you, too. You can make it snow."

"We'll need a rider," Jump Shot said. He looked at Fluey. "Feel up to the challenge?"

"Sure, I guess," Fluey said, shrugging.

"Then let's get back to Paradise Estate," Rainbow said.

Fluey climbed onto Jump Shot's back, and followed Rainbow, Buttons, and Powder to the remains of Paradise Estate. The Strattadons were circling, looking for little ponies to take back to Midnight Castle.

"Okay Powder," Rainbow said. "Make it snow."

Powder lit up her horn, and large, white flakes began to fall from the sky. All the Strattadons looked up, a little confused. The snow began falling harder. All the Strattadons began to scatter all over the place, trying to figure this out.

"Okay," Jump Shot said. "Buttons, do your stuff!"

Buttons closed her eyes and concentrated as hard as she could. Her horn lit up, and the Rainbow of Light came towards her. Fluey grabbed the string with his hand and smiled.

"Got it!" he shouted.

"Then let's go!" Rainbow shouted.

Powder stopped her snowstorm, and was off like a shot. Buttons, Rainbow, and Jump Shot followed, but the minute the snowstorm stopped, the Strattadons spotted the group, and practically dive bombed.

"Yipes!" Buttons shouted.

"Let's move it!" Powder shouted.

The Stattadons growled, and moved in. They were much too fast for Fluey and the ponies. The giant lizards grabbed them, and began flying off to Midnight Castle. The other ponies saw them, but they knew there wasn't much they could do. They just watched as the Strattadons flew off.

"What do we do now?" Gingerbread asked.

"I don't 'ave the slightest idea," Davy said.

"Utter Flutter didn't work on them," Morning Glory said. "And now, they have the Rainbow of Light!"

"I think we only have one more chance," Wind Whistler said. "Peter, you and I must go to the Royal Paradise and get the Princess Ponies and their magic wands."

"That ought to be worth a try," Score said.

"It beats waiting around here for something to happen," 4-Speed said.

Peter climbed onto Wind Whistler, and they were off for the Royal Paradise. They were staying low so the Strattadons wouldn't see them.

"I wonder what happened to Megan, Mike, and the others," Gusty said.

"They're probably still out looking for Julie," Cupcake said.

"I hope they find her and come back soon," Molly said.

It was at that moment, in fact, that Scorpan was leading Megan, Mike, and the others through the woods to get to Midnight Castle.

"This is the only safe time we can do this," he said.

"I hope so," Mike replied. "Because these woods are downright creepy."

"This isn't the way we went the last time we had to get to Midnight Castle," Firefly said.

"I know," Scorpan said. "We're taking a different route. Terra will be expecting us to come from the usual route."

"I guess we have to be sneaky to outsmart her," Micky said.

"I'm scared, Megan," Julie said, taking her big cousin's hand.

"Don't worry, Julie," Megan said. "Everything's going to be all right."

"I hope you're sure about that, Megan," Bowtie said.

Megan didn't respond. Truth be known, she wasn't so sure everything would be all right.

"There it is," Scorpan said.

"That's Midnight Castle all right," Twilight said.

"Now I guess the sixty-four million dollar question is how do we get in?" Mike asked.

"Follow me," Scorpan said. "I know a secret entrance."

"I hope this doesn't have me pulling the nose of a gargoyle," Firefly replied.

Everyone ignored her, and continued to follow Scorpan. Luckily for Firefly, she didn't have to pull any gargoyle's nose.

Terra, in the meantime, was twirling the Rainbow of Light on her finger.

"I suppose you were thinking of defeating me the same way you defeated my brother?" she asked.

"I wouldn't know," Fluey said. "I wasn't here when the ponies defeated your brother."

"Well, without your Rainbow of Light, you'll never defeat me! It takes more than this puny little rainbow to defeat me!"

The guards led Fluey, Powder, Buttons, Jump Shot, and Rainbow to the dungeon with the others. No one seemed very excited, however.

"We tried," Buttons said.

"But they've got the Rainbow of Light now," Rainbow said. "Now what are we going to do?"

"Can't give up," Baby Cuddles said.

"It not over," Baby Shady said.

"We'll get the Rainbow back," Ember said.

"I hope so," Jerry said. "Because right now, it doesn't look like we can do much of anything!"

That happened to be true. Galaxy sighed. She thought this was worse than Tambelon. In any case, Scorpan, Megan, and the rest were inside Midnight Castle.

"What do we do now?" Spike asked.

"Try to get the Rainbow of Darkness from Terra," Scorpan said. "Which will be easier said than done."

"Somehow, that doesn't surprise me," Micky said.

"Let's go," Mike said.

"What about the ponies that were captured?" Twilight asked.

"Leave them to me and Spike," Scorpan said. "You have the Rainbow of Light?"

"I think I left it at the Estate," Megan said.

"Don't worry, Megan," Mike said, holding up his magic wand. "Even without the Rainbow of Light, I think I might be able to handle Terra."

"You weren't even here when we battled Tirac!" Firefly shouted. "How are you gonna take care of Terra?"

"I'll fake it!" Mike shouted.

Julie stifled a small giggle. She squeezed Megan's hand, and continued walking down the tunnel. Megan led Mike, Micky, Julie, and the ponies down one corridor while Scorpan and Spike went down another. They found the dungeon in no time.

"Spike!" Ember shouted.

"Don't worry, everybody," Spike said. "Scorpan and I are gonna get you out!"

Scorpan grabbed the bars to the cell and yanked them off. Everyone cheered.

"Don't celebrate just yet," Scorpan said. "We all have a long way to go."

Scorpan and Spike led the little ponies and their friends down the corridor. In the meantime, Mike, Megan, Micky, Julie, and the three ponies were wandering around, trying to find their way to Tirac's throne room, where they were sure Terra was hanging out with that Rainbow of Darkness of hers.

"If I remember correctly," Megan said, opening a door. "This should be the throne room."

"Let's just get that Rainbow of Darkness and go!" Micky shouted.

Suddenly, the door slammed shut. The group turned around and saw the guards blocking it off.

"You want the Rainbow of Darkness?" Terra asked, holding up her black pouch. "Well, here it is. And here's your little Rainbow of Light, too!"

Terra held up the Rainbow of Light and swung it back and forth. Mike felt like banging his head against the wall.

"Hang on, everyone," Firefly said. She flew into the air and charged Terra. The sorceress just laughed, and opened the Rainbow of Darkness. Firefly had to do some fast flying before she could get turned into a monster.

"Forget it," she said. "I can't get it right now."

"Well, we have to get that locket back somehow," Mike said.

"But how?" Julie asked.

"I'm still tryin' to figure that out," Mike said.

Luckily, he didn't have to. The door was flung open, and in came Whizzer with Jerry on her back. He grabbed the Rainbow locket, and smiled.

"Got it!" he shouted.

"Why you little!" Terra shouted, and she opened the Rainbow of Darkness.

"Fly faster than you've ever flown before, Whizzer!" Jerry shouted.

"You got it!" Whizzer shouted, and she began to flap her wings as hard as she could.

"Everyone to the roof!" Scorpan ordered. "Hurry!"

Every last pony ran to the roof of Midnight Castle. Once everyone was there, the ground began to shake.

"Whoa! Déjà vu!" Firefly shouted.

"Here we go again!" Bowtie shouted.

"Only this time we're ready for them!" Jerry shouted, throwing the Rainbow of Light to Megan. "Do your stuff, Megan!"

"Okay, Rainbow," Megan said, opening the locket. "Don't fail me now!"

The Rainbow of Light soared out of the locket, just as Terra raced through the sky on her brother's chariot, being pulled by four ponies-turned-monsters. She laughed as the Rainbow of Light came at her. She appeared to be ready for it. She opened the pouch and the Rainbow of Light flew into it.

"Oh no!" Peach Blossom shouted.

"The Rainbow!" Galaxy yelled.

"We've still got one trick up our sleeve, Terra!" Mike shouted. He held up his magic wand and began to wave it around. A blast of magic shot out of it. Terra didn't even flinch. She just brought the chariot down low, and smacked the wand right out of Mike's hand. It bounced against the floor, and then fall over the side of the castle into the water. The strong currents swept it away.

"That was our last trick," Micky said.

"I'll handle this," Scorpan said. And he flew into the air at Terra's chariot. It was like the time he stood against Tirac.

Terra saw Scorpan coming. She remembered that he did the same with Tirac. She yawned, and opened the pouch. The Rainbow of Darkness flew out, and knocked Scorpan away from the chariot, and down the side of the castle. Spike leaned over the railing.

"Scorpan!" he called. "Are you okay?!"

There was no answer. Mike, Peach Blossom, and Glory came over to look, but they couldn't see anything

"Scorpan!" Mike shouted. "You down there buddy?!"

Still no answer. Tears began to well up in the baby dragon's eyes.

"He's gone," Peach Blossom said. "I'm sorry, Spike. I know he was your friend."

Spike didn't say anything more. It looked like there was no hope for Ponyland now.

"I think there's only one thing left to do," Mike said. "Firefly, you've got to go back to Dream Valley and bring all the unicorns here!"

"Why me?" Firefly asked.

"Because you have wings," Micky said.

"Oh yeah."

With that, Firefly began to flap her wings, and set a direct course for Dream Valley. She arrived at the same time Peter and Wind Whistler returned with the Princess Ponies.

"Firefly!" Peter shouted.

"Where have you been?" Fizzy asked.

"Midnight Castle," Firefly said. "Listen, I need all the unicorns to come with me!"

"But I just got the Princess Ponies to take care of this," Peter said.

"They can help," Firefly said. "We're going to need all the help we can get!"

"We come, too?" Baby Ribbon asked. Baby Glory and Baby Gusty were behind her.

"Yes!" Firefly shouted. "We need every last unicorn!"

"Then let's go!" Gusty shouted, and she led all the other unicorns after Firefly, who led them to Midnight Castle.

The little ponies and their friends were having a pretty difficult time trying to get the better of Terra. All the unicorns were trying to use their special powers, but they were no match. Peach Blossom couldn't try Utter Flutter because of her wing.

"Give it up, you puny little ponies!" Terra shouted. "You don't stand a chance against me!"

"Look out!" Micky shouted as Terra opened the pouch.

Everyone either ducked, dodged, or flew to avoid the Rainbow of Darkness. The dark rainbow began to blast at the castle, destroying it.

"This lady is cracked," Mike said.

"No kidding!" the unmistakably voice of Gusty shouted. Firefly had finally returned with every last unicorn, Peter, and the Princess Ponies.

"We're going to give it a go with our magic wands first," Princess Tiffany said. "Everyone stand back!"

Princess Tiffany led the Princess Ponies up front, and they got in line. Each of them unleashed their magic from their wands, but Terra used the Rainbow of Darkness to knock them aside. Terra laughed, and opened the Rainbow of Darkness again. She blasted a wall out of the tower, right where Julie was standing. The little girl was so surprised, she fell backwards, and began to fall.

"JULIE!" Megan screamed, panicked. Firefly flapped her wings as hard as she could. But Terra blocked her off with the Rainbow of Darkness. Whizzer managed to get down there, but she couldn't find a thing.

"There's no sign of her, Megan!" Whizzer shouted, searching.

"Oh!" Princess Tiffany shouted. "Oh this is awful!"

"That does it!" Galaxy shouted. "Remember how we beat Enchantra?"

"All the unicorns put their horns together!" Fluey shouted. "Uncle Peter told me the whole story! You put your horns together and created a rainbow, and this great magic came from Ember. You guys gotta do it again!"

"It's the only way to stop Terra," Galaxy said.

"Every unicorn get in a circle!" Fizzy shouted.

The unicorns got into a circle. The baby unicorns did the same. Even though they were one unicorn short (Moondancer), they had another unicorn to help them that wasn't there the last time they did this. Princess Lilac put her horn in the circle.

"Let's do it!" she shouted.

All the unicorns closed their eyes, and one at a time, lit up their horns. When they did, their own special power (except for Twilight, since all she could do was wink in and out like every unicorn). A breeze blew when Gusty lighted up her horn. Fizzy's bubbles filled the air (Mike steered clear of them). Galaxy gave all her friends a warm, toasty feeling. Ribbon began reading her friend's minds. Most of them hoped this would all be over with soon. Fireworks appeared out of Sparkler's horn. Glory sent some shooting stars for good luck for her friends. Mimic's horn lit up, and a nearby bird wished them good luck. Princess Lilac sent out a bright light. Small flakes began to fall when Powder's horn lit up. When Buttons lit up her horn, Ember began to float into the sky.

"I'm ready," the purple baby pony said.

"So are we," Galaxy said.

"Okay, unicorns!" Lilac shouted. "Let's put them together!"

The grown up unicorns and baby unicorns put their horns together. Once all the horns were touching, Ember flew into the air, face to face with Terra. A silver star appeared on her hindquarters. Before anything else could happen, a rainbow blasted out of the unicorns horns. It surrounded Terra's chariot. A silver light came out of the star on Ember's sides and surrounded the rainbow.

"You guys might want to back up," Micky said. "This isn't going to be pretty."

The rainbow blasted Terra and her chariot, much like the Rainbow of Light did with Tirac. A strong wind blew, and began to tear Midnight Castle apart.

"Everybody hold on!" Firefly shouted.

Everyone held on as Ember and the unicorns increased their power. The light closed in on Terra, until she and her chariot were squeezed out of existence, with a very loud KA-BLAM! The Rainbow of Darkness was destroyed, and the Rainbow of Light flew back into the locket. Bubbles, Cotton Candy, Applejack, and Moondancer changed back into ponies, like they did before, but Midnight Castle didn't change back. It staid the same.

"Holy guac," Mike said, looking around. "That was some serious . . . . ."

"Watch the language," Jerry replied. "There are baby ponies here, you know."

Mike shrugged. But he didn't feel like celebrating the fact that the ponies and their friends vanquished another villain. In fact, nobody felt like celebrating, especially not Megan, Spike, and Baby Cuddles. The three of them were looking over the side of the castle where Scorpan and Julie had fallen. Baby Cuddles and Spike were crying over the whole thing.

"They gone," Baby Cuddles said, sadly. "Gone for good!"

"Not fair," Baby Shady said with a pout.

Everyone was silent for a moment, and then they turned to leave. They started to go, when Spike heard some grunting, and flapping of wings. He turned around and saw Scorpan flapping up towards the roof of Midnight Castle. He was carrying Julie in his arms. Julie was sniffling a little, and she had Mike's magic wand in her hands. Megan breathed of relief and ran over to Scorpan. He handed Julie to her.

"There you go," he said. "All safe and sound."

"Oh Julie, thank goodness you're okay!" Megan shouted, holding her little cousin close. Julie didn't say anything. She just burst into tears and started wailing. Megan stroked her hair and held her tight, tears falling down her own cheeks. Spike smiled, and jumped on Scorpan.

"You're alive! You're alive!" he cried happily.

"I am, Spike," Scorpan said, patting his little friend's back. "That I am."

"Scorpan, I don't know how to thank you," Megan said. "Julie could have been a goner."

"I scared you die, Julie," Baby Cuddles said.

"Me too," Julie said, still crying. "Megan, I wanna go back to Ponyland."

"We're going right now," Megan said. "Come on, everybody!"

The ponies and their friends cheered, and they headed back to Paradise Estate. They saw that it had been restored to it's original state once they returned.

"They're back!" Danny shouted. "What happened, you guys?"

"The unicorns saved the day," Mike said. "That horn trick they have is pretty good."

"Well, it looks as though all's well that ends well," Buttons said.

"Indeed," Peach Blossom said, flying into the air. "Paradise Estate has returned to normal. The Strattadons, Midnight Castle, and the Rainbow of Darkness are gone for good, the Rainbow of Light is back, my wing has been repaired, and Bubbles, Cotton Candy, Applejack, and Moondancer are back to normal, too."

"This calls for a celebration!" Princess Tiffany shouted.

"How 'bout that Mardi Gras party, everybody?" Micky suggested.

Everyone cheered and got their costumes ready. It was the biggest party the ponies had ever thrown in Ponyland.

The End