Kyra

by Pinkamena666

Rating: mature
Tags: Gore, My Little Pony: Friendship is Magic, Dark, Main 6, Princess Luna, Original Character, Derpy Hooves, Princess Celestia
Length: 11266

And you thought Pinkamena was bad?

A mysterious new pony emerges from the Everfree Forest. She quickly befriends Twilight and the others, but unbeknownst to them, this new pony has a hidden agenda that will end in blood. The only pony who knows of Kyra's true nature is Derpy Hooves. When no pony believes her, she must find a way to make them believe before it's too late. You thought Pinkamena was bad? You must not know Kyra.

Published 2012-02-20 19:44:03 UTC
Last updated 2012-03-20 05:41:00 UTC

Bloody Beginnings

Night had fallen across Equestria and every pony was asleep in their beds. Meanwhile, in the Everfree Forest, Zecora was awake, standing beside her cauldron in her hut. She was mixing some sort of potion as the rain beat against the window. The wind howled outside. Those pegasi really outdid themselves this time, is what every pony thought that night. Zecora walked over to a shelf, looking for a certain ingredient. Just then there was a knock on her door. Whoever was outside knocked only three times before stopping.

"Now who could that be?" Zecora asked. "I was not expecting company."

She went over to the front door and opened it. Standing there was a red pony with blue hair. Her cutie mark was a bright red heart. She was soaking wet from the rain and shivering from the cold.

"What are you doing out in this storm?" Zecora asked. "Come inside where you can be warm."

She stepped to the side allowing the pony to enter. Zecora then closed the door and turned to the pony.

"Thanks for l-l-letting me in." said the pony, shivering. "I c-c-couldn't find my w-way home."

"What is your name?" asked Zecora.

"I'm K-Kyra."

"Hello, Kyra. I'm Zecora."

Later that night, Zecora was just finishing up her complicated potion. She looked over at Kyra who was sleeping under a blanket a few feet away. She was completely covered by the blanket. No part of her showed. Zecora turned from her cauldron and went over to Kyra. The center of blanket moved up and down slightly as Kyra breathed.

"Feeling any better, Kyra?" asked Zecora. Just then the breathing stopped and the blanket lay still. All that remained was the lump from Kyra's body. "Kyra?" Zecora asked, becoming a little worried.

She reached out to touch Kyra. As she came into contact with the blanket, the lump disappeared and the blanket lay flat on the floor. Zecora quickly stepped back and looked at the still blanket. Where did she go, Zecora kept asking herself. Just then she heard a female child-like laugh echoing throughout her hut. It sent a shiver down her spine. It was at this point she decided to GET OUT. She ran to the front door, expecting to barge through it. Instead, she hit the door and bounced off it. She lay on the floor and stared at the door. Vines broke through the floorboards and covered the door.

"What kind of black magic is this?" she asked aloud.

"My kind of magic." said a voice from behind.

Zecora turned around and saw Kyra standing a few feet away. She began to move towards Zecora. As she did, her skin changed to a dark red and her hair became black. Her cutie mark changed from a heart to a skull and cross bones. The pupils of her eyes began to glow bright red.

"What are you?" asked Zecora.

"What am I?" asked Kyra. "I'm your worst nightmare."

Kyra lunged at Zecora, using her magic to rip off the zebra's front-right leg. Zecora let out a scream as Kyra pinned her to the vine-covered door. Blood poured out of Zecora's wound and stained the wooden floor.

"The others will stop you." Zecora said.

Kyra grinned and pressed her hoof against Zecora's wound. The zebra let out a cry of pain as Kyra drove the tip of her hoof into the wound.

"I doubt that." said Kyra.

She opened her mouth wide. And by wide I mean three times the size of a normal pony's mouth. Razor-sharp teeth filled Kyra's mouth. She then drove her teeth into Zecora's neck.

Thunder boomed outside, muffling the blood-curdling screams of a dying animal.

Kyra Meets The Others

Twilight and the others had gathered in the library.

"So she saw Zecora's death?" asked Applejack.

"It seemed that way." said Twilight.

"Where is she?" Rainbow Dash asked.

"Upstairs resting."

"The poor dear." said Rarity sincerely. "To see something like that... I couldn't possibly imagine."

They then heard footsteps coming down the stairs and turned to look. It was Spike.

"She's awake." he said.

"I'll go first." said Twilight, heading for the stairs. "She knows me."

Twilight went up the stairs and stood in her bedroom. The pony she met in the forest sat up in the bed and rubbed her eyes.

"How you feeling?" asked Twilight.

"Been better."

"So, what's your name?"

The pony yawned. "Kyra."

"Would you like to come downstairs and meet the others?" Twilight asked.

"All right." said Kyra, getting out of bed.

Twilight went back downstairs. Kyra let out a soft groan of annoyance and then followed Twilight downstairs. She got to the bottom of the stairs and looked at the five new faces.

"These are my friends." said Twilight. She then proceeded to introduce them. After the introductions were finished it was Kyra's turn.

"So what about you?" asked Rainbow Dash.

"Me?" asked Kyra. "I'm Kyra and I..." She paused and her facial expression slowly became sad. "I have no family. They died a while back."

The others let out a small gasp.

"Oh, Kyra." said Twilight sincerely. "I'm so sorry."

"Not as sorry as I was." Kyra said sadly.

"What happened?" Rarity asked sympathetically.

"I don't want to talk about it."

"Fair enough." said Twilight. "Now can you tell us what you saw in the Everfree Forest? Or will it be to hard for you?"

"I should be okay." said Kyra. She took a deep breath and began describing the scene. "I was walking through the forest trying to find shelter from the rain when I came across a hut. I figured I'd knock to see if any pony was home. As I passed the window, I looked inside. What I saw I'll never forget." She took another deep breath to keep from crying before continuing. "There was a zebra inside who was being cornered against the front door. Then, suddenly, her leg ripped right off." Tears filled her eyes. "The pony who did it then lunged from the shadows and ate her."

"Did you see what she looked like?" asked Twilight.

Kyra nodded. "She looked like me but was a darker shade of red and her hair was black. Her cutie mark was..."

"Was what?" asked Rainbow Dash curiously.

"A skull and cross bones." Kyra finished.

"A skull and cross bones?" asked Twilight. "Seeing as how our cutie marks symbolize our special talent, having a skull and cross bones can't be a good thing."

"What do you suggest we do?" asked Fluttershy.

"We keep a look out." said Twilight. "If we see anything suspicious, we report it to the princess right away."

"Sounds like a plan." said Rainbow Dash.

All the ponies left the library. Before Twilight left, she turned to Kyra. "You all right?"

"I'll be fine." Kyra said softly.

"All right, then." said Twilight, uncertain if Kyra was really okay. "See ya later."

She took one last second before leaving. When Kyra was alone, her facial expression changed from sad to evil-y happy. She then headed back upstairs and headed to the window, watching Twilight and the others mingle with the townsfolk.

"Those foolish ponies have no idea what's in store for them." Kyra let out a little laugh. "I can hardly wait." she said with an evil grin.

Kyra's Welcoming

Kyra stepped outside of the library and looked around. Every pony was going about their business.Kyra started to move but stopped when two ponies stepped in front of her.

"Huh?" asked Kyra, surprised.

"Hiya." said the one on the left. She was a blue pony with a yellow mane. "I'm Bubbles."

"And I'm Derpy." said the one on the right. "Welcome to Ponyville."

Kyra was speechless. She had no idea what to say so she came up with the most original thing she could think of.

"Uh... hi."

"Need somepony to show you around?" asked Bubbles. "I've been told I'm an excellent tour guide."

Kyra thought about this for a second. A pony has offered to show her around. The perfect victim.

"Sure." said Kyra, smiling. "I'd love a tour."

"Great!" yelled Bubbles happily.

"Catch up with ya later, Bubble." said Derpy, walking away. "I got to get back to work."

"Kay." said Bubbles, waving good-bye. "See ya later!" she called back.

Oh, no you won't, thought Kyra.

Bubbles turned back to Kyra. "Ready?"

"Oh, yeah." said Kyra, smiling.

Twilight entered Sugarcube Corner.

"Hiya, Twilight." said Pinkie Pie.

"Hey, Pinkie Pie." Twilight greeted back. She approached the front counter where Pinkie was.

"What's up?" Pinkie asked.

"So, what do you think of Kyra?" asked Twilight.

"Kyra?" Pinkie asked, confused. "What about her?"

"I've been thinking about how I met her."

"You found her in the woods crying, right?" Pinkie asked. "What's weird about that?"

"I'm not sure." said Twilight. "Something just feels... weird."

"And this is my house." Bubbles said, stepping up to the front door of a building.

Kyra stood in front of the house. It looked like an average house in Ponyville. Nothing too fancy.

"Looks nice." said Kyra.

'Yeah." agreed Bubbles. "It's not much. But it's home."

"I wish I had a home." said Kyra, looking sad.

"You don't have a home?" Bubbles asked sympathetically.

"I can't remember."

"Would you like to stay with me?"

Kyra rubbed tears from her eyes and sniffled. "You mean it?"

"Yeah." said Bubbles, smiling. "I've got an extra room I don't use."

"That'd be great." said Kyra, smiling back.

"Geez, Twilight." said Pinkie. "You only saved her."

"I know, I know." said Twilight. "It seemed like the right thing to do."

"It was the right thing to do." said Pinkie, stepping out from behind the counter. ."She was in trouble and you helped her. You did nothing wrong."

"Then why do I feel this weird... energy whenever I'm near her?"

"Ask her." Pinkie suggested.

"Ask her?"

"Yeah. What's the worst that could happen?"

"And this is the kitchen." said Bubbles. She heard no response from Kyra. "What do ya think?" No answer. "Kyra?" she asked, turning around. Kyra was gone. "Kyra?"

Bubbles left the kitchen and returned to the main hallway which led to the front door.

"Hello?" she called out. There was no answer. "Hello?!"

Derpy reached into her mail bag and read the address.

"Bubbles' house?" she asked herself. "What are the chances?"

Bubbles reached the end of the hall and peered into the dining room.

"Hello?"

It was dark so Bubbles reached for the light switch. She flicked the switch but nothing happened. She flicked it again. Nothing.

"What's going on?" Bubbles asked aloud.

She then heard a faint laugh that echoed throughout her home.

"Kyra!" Bubbles shouted, backing down the hall. "You're really starting to scare me."

"You should be scared." said Kyra, sounding as though she was right behind Bubbles.

Bubbles turned around but no one was there. She turned back around and saw Kyra standing in the doorway to the dining room.

"Kyra?" asked Bubbles. "What's going on?"

Kyra said nothing. Just then, shadows shot out of Kyra and traveled down the hallway. There was a red glow emitting from Kyr's eyes as her skin darkened and her hair color changed to black. Her cutie mark changed from a heart to a skull and cross bones. Bubbles let out a scream of fright and rushed for the front door. As she was about to open it a force knocked her aside. She flew into the wall by the stairs and collapsed to the floor. Kyra made her way down the hall.

"What's happening?" asked Bubbles.

There was a knock at the front door. Bubbles looked out the window next to the door.

"It's me, Bubbles!" Derpy called through the door. "You got mail!"

Kyra kept making her way to Bubbles.

"Hello?" Derpy called, slowly opening the door.

"DERPY! RUN!" yelled Bubbles.

The front door slammed shut, knocking Derpy to the ground. Vines shot out of the floor of the hallway. They twisted and turned as they covered the front door. Bubbles tried to get up but some invisible force threw her up the stairs. She landed on the second floor and looked down the stairs. Kyra was coming up. Bubbles turned and started to crawl away from the stairs.

"You can't run from me." said Kyra, reaching the top of the stairs.

Bubbles crawled down the hallway that led to her bedroom. Just then she shot upwards and slammed into the ceiling. She crashed back down to the floor. Then she slammed into the left wall and then slammed into the right wall. She collapsed to the floor. Bubbles coughed up some blood which dribbled down her chin. She slowly looked back and saw Kyra standing over her.

"What are you?" Bubbles asked, tears in her eyes.

"Oh, everypony keeps asking me that." Kyra said squatting down over Bubbles. She was so close that Bubbles could feel her breath. "And I keep telling them the same thing."

"W-what's that?" Bubbles asked, crying a little.

Kyra said nothing. She just smiled as Bubbles' front-right leg flew off. Blood splattered all over the walls as Bubbles let out an agonizing scream.

Derpy backed away from the house and looked up at the upstairs window.

"Bubbles?!" she called out.

"Please!" Bubbles cried. "Stop!"

"Stop?" Kyra asked. "I'm just getting started."

"KYRA, NO!"

Bubbles' back-left leg flew off and blood splattered the upstairs window. She let out a scream louder than before.

Derpy's eyes filled with tears.

"Bubbles!" she cried out. She fell to the ground, dropping her mail bag.

Bubbles' other back leg slowly began to pull away from her body. She let out small scream that built up to a louder one as the skin on her hip slowly began to tear. Blood squirted out as her leg slowly tore off. Her other front leg began to do the same. Tears began to pour from Bubbles' eyes as she continued to scream in agony.

"What's the matter?" Kyra asked standing up. "We're almost done." Bubbles said nothing. "And now for the grand finale..."

A force suddenly whipped Bubbles around onto her back. Then she suddenly felt a pain in her chest.

"What's going on?" she cried.

She let out a loud moan and then a scream. Suddenly her stomach burst open and all her internal organs shot upwards, splattering all over the ceiling. Bubbles lay still as her organs rained back down, covering Kyra in blood and guts. She then knelt down and began to lick up the blood.

"Tastes so good." Kyra said with a blood-stained smile.

Chaperoning

Derpy ran through Ponyville, heading for the library. She burst through the front door.

"Twilight! I--" she started.

She stopped when she saw Cherilee and Kyra.

"Something wrong?" asked Twilight.

Kyra shot Derpy a grin as her eyes flashed red.

"N-nothing's wrong." Derpy said quickly.

"I was just asking Twilight if she wanted to chaperon for a filed trip I'm taking the class on." said Cherilee. "We need one more pony who can help."

Derpy thought for a second. Being near others is the best way to make sure Kyra doesn't attack.

"I'll do it." Derpy said cheerfully.

"All right, class," Cherilee announced. "We'll be exploring the cave in a minute. I just need to lay down some ground rules."

Twilight approached Derpy.

"You ready for this?" she asked.

"You bet." Derpy responded. "Twi? There's something I need to tell you."

"What?"

"It's about Kyra." Derpy whispered.

"Kyra?" asked Twilight. "Derpy--"

Cherilee had finished with her announcement had went over to speak with Twilight and Derpy.

"Twilight. You'll take the middle. Derpy. You'll be in the back. Make sure no kids wander off and we'll be fine. Remember, the kids will be in a single-file line once we get inside so there will be a slight distance between each chaperon."

"Understood." said Twilight.

"You bet." said Derpy.

Cherilee took up the front of the line and led the kids into the cave, Twilight stationed in the middle.

"The back?" Derpy asked, frightened.

Derpy looked over the heads of the kids and could just make out Twilight. She had lit up her horn to use as a flashlight. Cherilee was saying facts about the cave, her voice echoing off the walls. There were many little side passages along the tunnel. Derpy watched every one of them. The group continued walking down the tunnel for a few more minutes when Derpy suddenly froze in place. Kyra appeared behind her and put a hoof over Derpy's mouth.

"Shhhhhh." Kyra whispered.

Derpy stared wide-eyed as the group continued on without her. Then, suddenly, Kyra threw Derpy into a side passageway. Derpy tried to get up but was lifted and pressed against the wall.

"Derpy, Derpy, Derpy." said Kyra, sighing. "I gave you a chance to live and you go and try to tell Twilight?"

"I had to." Derpy struggled to say.

For some reason, her mouth seemed to want to stay closed.

"You realize how many ponies I let live?" asked Kyra. "Very few. You're lucky." She paused. "And by 'you're', I mean 'you were'."

"Huh?" asked Derpy.

"Well, you tried to tell Twilight. You broke our little deal." Derpy began to feel her leg being pulled away from her body. She let out a short scream when Kyra covered her mouth.

"Derpy!" Twilight's voice echoed off the walls.

Derpy's leg was no longer being tugged as Kyra looked out at the main tunnel. She let out a soft growl as she saw light approaching. She turned back to Derpy.

"We'll finish this at another time." said Kyra, taking a step back.

Derpy tried to stand up but fell down, wincing in pain.

"You dislocated by leg." she said, tears gathering in her eyes.

"Well, that's too bad." said Kyra. "I care?"

"If they see something's happened to me, that will only make it more difficult for me not to say what you really are."

Kyra thought about this for a second and let out a soft growl. Derpy suddenly felt her leg pop back into place. She was about to let out a shriek of pain when Kyra shot over and held a hoof over her mouth. When the pain had gone away, Kyra stepped back into the shadows. Then light suddenly filled the tunnel as Twilight appeared.

"There you are." she said, helping Derpy up. "What happened?"

"I guess I got distracted and lost you guys."

"Follow me." said Twilight. "We found a place where we can spread out and rest."

Derpy followed Twilight, taking a look back. Where had Kyra gone?, Derpy thought to herself.

The Blue Pony

Kyra stood on the roof of Sugarcube Corner watching the ponies walking around below. She had her eye on a particular blue pony with a dark blue mane. The pony walked passed Sugarcube Corner and made turned down a side street.

Derpy stood outside the school.

"Thanks for helping out, Derpy." said Cherilee. "Really appreciate it."

"No problem." said Derpy cheerfully. "Gotta go." she said, leaving the school. "See ya."

The blue pony Kyra was following stopped to talk to another pony. Kyra waited patiently while they talked.

Derpy arrived back in the street near Sugarcube Corner. I need to stop Kyra, thought Derpy. She walked along and turned a corner. She stopped when she noticed Kyra on the rooftop of a nearby building. Derpy quickly dove under the awning of nearby shop.

Kyra looked down at where Derpy was, but couldn't see her. The awning was blocking her from view. Kyra took one last second to look before returning her gaze to the blue pony.

Derpy took tiny steps forward until she was able to see just a little of Kyra. She was eyeing something in the streets. Following her gaze, Derpy noticed the blue pony. She was just finishing up her conversation. Afterwards, she continued her walk. Derpy looked back up and caught a brief glimpse of Kyra disappearing from view. She was following the blue pony. It's up to me, thought Derpy. I'm gonna try to save her. She followed the blue pony, sticking close to the buildings so Kyra wouldn't see her. It was getting dark out now and all the street lights suddenly turned on. Derpy watched as the blue pony stopped in front of a house and approached the front door. Now was the time. She took off from her hiding spot and ran for the pony.

"WAIT!" she yelled.

The blue pony stopped and turned around.

"Uh... what?" she asked, confused.

"You're in danger." Derpy said quickly. "You have to come with me or you're gonna die!"

"Get away from me." the pony said, quickly turning back to the door.

"No!" Derpy shouted. "You have to come with me! Kyra's coming to--"

Just then the two of them were thrown through the front door The two collided with each other as they landed on the floor of the living room. They both looked up as the door slammed shut. Vines shot up through the floor, blocking the door. Then suddenly, the two of them were lifted off the floor and slammed against the wall next to the front door.

"What's going on?" the blue pony asked. "I can't move."

They then heard footsteps coming down the stairs towards the back of the room. Kyra came into view, coming down the stairs. Lights on the walls burst as she walked passed them.

"WHO ARE YOU?!" yelled the pony.

"You should have listened to Derpy when she told you to run." said Kyra, walking passed Derpy and stopping in front of the pony. "Not that it would've helped."

"Just go, Kyra." Derpy pleaded.

Kyra rammed Derpy's chest with her knee. Derpy gasped for air.

"I'll deal with you later." she said, turning back to the pony. "Now. What's your name?"

"A-Azure." said the pony.

"Well, Azure, it was very nice to meet you... but I'm afraid this meeting has to be cut short."

"What?" asked Azure.

She then let out a shriek of pain as her leg began to twist. Derpy had to look away.

"Oh, no, Derpy." said Kyra, rushing over to her. She grabbed Derpy's head and forced her to look. "I want you to watch this."

Azure's leg kept twisting until a sickening crack was heard as a bone broke through the skin. Blood spilled out of the wound and stained the carpet.

"MAKE IT STOP!" cried Azure. "PLEASE!"

"Crying won't help you." Kyra said smiling.

The bone that broke through the skin began to be pulled. Azure screamed louder is it slid out of her leg. Blood poured everywhere.

"NO!" yelled Derpy. "STOP THIS!"

"IT STOPS WHEN I SAY IT STOPS!" yelled Kyra.

Azure's chest suddenly caved in on itself. It was as though as there were two forces pressing hard on both sides of her body until they suddenly shattered the bone and crushed her. Kyra let out a sigh.

"Look what you did, Derpy." she said. "You made me finish too early." Derpy stared wide-eyed at the corpse of Azure as it fell to the floor. "Now, it's your turn."

Derpy's Turn

"What are you going to do to me?" asked Derpy, frightened.

"What am I gonna do?" Kyra asked. "I can't decide. Guess I should try everything."

"Oh, please, no." Derpy pleaded, eyes filling with tears.

Kyra smiled. "I told you I'd do more than just kill you."

Derpy's leg began to twist.

"No no no no no no--" Derpy pleaded.

There was a sickening snap as a bone popped out of Derpy's leg. She let out a wail of pain. Blood poured from the wound.

"NO!" Derpy wailed. "STO-O-O-OP!"

"I'm just getting started." Kyra said with a smile.

Derpy's eye suddenly burst. She let out another shriek of pain and tears poured from her eyes. She fell to the floor.

"STOP!" yelled Derpy. "I'LL DO ANYTHING!" she cried.

"I already gave you a second chance." said Kyra. "Now you have to suffer the consequences."

Derpy tried to crawl away when she suddenly felt her back leg bend backwards. Derpy cried as it bent closer to her back. It suddenly snapped and a bone broke the skin. Derpy let out her loudest cry yet and remained still. There was no use trying to escape. She just lay on the floor, bleeding everywhere.

"What's wrong?" Kyra asked. "Getting tired?"

"NO!" Derpy cried. "WHAT'S THE POINT... IN TRYING... TO ESCAPE?"

"Smartest thing you said yet." said Kyra. "Too bad it won't help you."

Derpy's broken leg was suddenly crushed and yanked off Derpy's body. She cried and cried, pleading for Kyra to stop, but it was no use. Kyra had her mind set on torturing Derpy until she died. Derpy's other leg tore off. Derpy was in so much pain at this point that she barely made a noise, even when Kyra tore off her wings. Blood sprayed everywhere. Derpy lay in a pool of blood. She wasn't dead yet, though she wished she was. Her front legs began to twist and bend at awkward angles. Derpy lay in silence, moaning in pain. Her body started to feel numb.

"I forgot how much more fun it is to torture a pegasus." said Kyra cheerfully. "Ponies and Unicorns don't have wings."

"Just..." Derpy said softly. "kill me."

"What was that?" asked Kyra, leaning in closer.

"Kill me." Derpy repeated.

Kyra stood back up.

"Oh, Derpy." said Kyra. "It's far from over."

"Huh?" Derpy softly asked, confused by what this meant.

Hadn't Kyra done enough? How could she possibly do any more than she already has? Kyra knelt down and poked Derpy's wound where her leg used to be. Derpy said something so soft that Kyra couldn't understand her.

"Didn't quite catch that." she said.

"Can't... feel... a thing." Derpy repeated softly. "Everything's... numb." Kyra stood up and looked down at Derpy. "So... cold."

Kyra let out a sigh.

"Guess it's time to move on to round two."

Derpy suddenly felt lightheaded. Everything soon became a blur and suddenly faded into blackness. She was dead.

Derpy opened her eyes.

"What?" she asked herself. "Where am I?"

She blinked a couple times before realizing that she was in the same house she supposedly died in.

"Welcome back." said Kyra.

Derpy didn't bother getting up. She just glanced back and saw Kyra standing a foot away.

"What happened?" Derpy asked.

"I healed you just before you slipped away." said Kyra.

"Why?"

"So I can continue on to round two of your punishment." Derpy suddenly went wide-eyed with fright when she realized what Kyra meant. "And we have all night to play." Kyra said with a smile.

Meeting The Princess

"Did you get all that, Spike?" asked Twilight.

"New... friends..." muttered Spike. "Got it."

"Now send it."

Spike held the scroll out in front of him and blew fire on it. The scroll disappeared and traveled through the air, making its way to Canterlot Castle. A minute or so later, fire burst from Spike's mouth and a scroll appeared. Twilight brought it over in front of her and unrolled it.

"Dear Twilight, my faithful student, it's always nice to hear that you're making new friends. And if it's not too much trouble, I'd very much like to meet her. I don't know this Kyra and I would like to get to know her."

"She wants to meet Kyra?" asked Spike, confused.

"This is great!" said Twilight happily. "I need to find Kyra. Let the princess know I'll come as soon as possible."

Derpy slowly opened her eyes and let out a groan. She slowly stood up and lost her balance. She stumbled into a wall.Derpy leaned against the wall and looked around the room. Kyra was sitting on the couch looking out the window. She looked over when she noticed Derpy.

"You're awake." she said. "How was your nap?"

"Why didn't you kill me?" asked Derpy.

Kyra smiled and turned back to the window.

"I still need you."

"Kyra!" came a faint voice.

Kyra looked down the street.

"Twilight." she said.

"Twilight?" asked Derpy.

Kyra backed away from the window and then turned to Derpy.

"Stay here." Kyra ordered. Her skin changed to bright red and her mane became blue. Her cutie mark changed from a skull to a heart and her eyes stopped glowing red. "I'm not gonna have to track you down, am I?"

Derpy sat down on the floor. "No."

"Good girl."

"Kyra!" Twilight called.

"Yes?" Kyra asked, appearing behind Twilight.

Twilight quickly spun around and.

"Oh. Kyra." said Twilight, catching her breath. "There you are."

"Did I scare you?" Kyra asked. "I'm sorry."

"That's all right." Twilight reassured her.

"What's up?"

"The princess wants to meet you."

"Really?" asked Kyra. Perfect, she thought. This was much easier than I thought. "When can we go?"

"Right now, if you want."

"All right." said Kyra. "I'm..."

She was cut off as they disappeared in a flash of light.

"...free." Kyra finished.

She looked around. They were in Canterlot. Right outside the castle.

"Let's go." Twilight said happily. "You're gonna love the princess."

"I'm sure I will." Kyra said with a smile.

Kyra followed Celestia, Luna, and Twilight into the Great Hall.

"So, you're Twilight's new friend?" Celestia asked.

"You bet." said Kyra. "She rescued me in the woods."

"Is that so?" Celestia asked, glancing over at Twilight.

"Aw, it was nothing." said Twilight.

"Where are you from?" Luna asked. "I haven't seen you around here before."

"I don't really remember anything before the storm." Kyra explained. "I must have gotten knocked out by something."

"That's awful." said Celestia sympathetically.

"It would've been if..." she paused when she saw the giant stained-glass window that depicted Twilight and her friends using the Elements Of Harmony to defeat Nightmare Moon. "Twilight hadn't found me." she finished. "What's this?" she asked, approaching the window.

"That?" asked Celestia. "That is a picture of Twilight and her friends saving my sister from the darkness."

"And what are the necklaces supposed to be?" Kyra asked, sort of already knowing the answer.

"The Elements Of Harmony." answered Celestia. "Once used by my sister and I, now used by Twilight and her friends."

This caused Kyra's eye to twitch.

"So, you no longer control the Elements?" she asked, wide-eyed.

"No." said Luna.

Kyra regained her composure and turned back to face the others.

"If you'll excuse me, I must be getting back."

"Of course." said Celestia. "You're welcome back anytime."

Kyra bowed and headed out the door, followed by Twilight.

"Didn't she seem a little familiar?" asked Luna.

"A little." Celestia agreed. "But there's more difference than similarity. I'm sure she's fine."

Kyra's Past

Kyra burst through the door of Azure's house.

"UNBELIEVABLE!" she yelled. She spotted Derpy, who was still sitting in the same spot. "You didn't move?"

"You said not to go anywhere." said Derpy.

"I meant to leave the house." said Kyra. "You could have slept upstairs in the bedroom for all I care."

"So, how did your trip go?" Derpy asked, standing up.

"Terrible." said Kyra. "My plans have changed dramatically."

"Plans?" asked Derpy.

Kyra eyed her. "I guess I can tell you. No pony believes you anyways." Kyra sat on the couch. "Many years ago I was part of a small village near Manehattan. Back then I went by the name of Amber. I had no friends due to my unnatural abilities to manipulate things with my mind. Since I wasn't a Unicorn, ponies called me a freak. They all ignored me. One day they...." Kyra stopped and took a deep breath.

"What did they do?" Derpy asked.

She was really curious to find out about Kyra's past.

"They all had it in their minds that I was the devil inside a pony's body. So they attempted to get rid of me by setting my house on fire." A small gasp escaped Derpy's lips. "As I was burning I heard a voice. It said that it could help me if I was willing to trade. So, I agreed. Amber died in that fire... and Kyra was born. I did what the voice told me to do."

"What did it say?" asked Derpy.

"Burn down my village and the adjacent villages."

"I heard about that." said Derpy. "The Great Fire". That was you."

"Oh, it was great, all right. And from that moment on I vowed that I would make every pony share my pain. Friends were not an option. Years passed and I was suddenly being tracked by the princess' Royal Guard. Celestia and Luna used the Elements Of Harmony to imprison me. Ever since then I vowed to kill the ones who controlled the Elements' power."

"The princesses." said Derpy.

"That's what I thought." said Kyra. "It seems that Celestia has passed the power over to Twilight and the others." She let out a laugh. "All this time, I could have killed them."

"This is bad." Derpy whispered.

Kyra got up off the couch and headed over to Derpy.

"You will tell no pony, right?"

Derpy gulped. "Right."

"Good girl." said Kyra smiling. "Now follow my instructions carefully. I have a plan to get those ponies alone."

"I-I-I don't know if I can." said Derpy, taking a step back.

Kyra's eyes narrowed. Vines shot up through the floor and wrapped themselves around Derpy's legs. More vines circled around and held Derpy's front legs upwards, suspending her in mid-air. The vines tightened their grasp.

"Haven't you learned your lesson yet?" Kyra asked. "Now you can obey, or I can plunge some of these vines down your throat and tear you apart from the inside out. So what do you say?" Derpy nodded, tears in her eyes. "Good." said Kyra, the vines retracting back into the ground. Derpy fell to the floor. "Now here's what I want you to do..."

Kyra And The Princess

It was night time yet again. Twilight got in bed and looked to her right. Kyra was getting into the other bed.

"Good night, Kyra." said Twilight, closing her eyes.

"Good night, Twilight." Kyra said with a smile.

She watched Twilight for a couple minutes to make sure she was asleep.

"Showtime." Kyra whispered with a smile.

Celestia walked through the Canterlot Sculpture Garden, admiring the night her sister had brought.

Luna lay in bed back at the castle, exhausted from raising the night. She twisted and turned to try and find the most comfortable position. Just then her window blew open and a cold air crept inside. Luna shivered as she opened her eyes. Once seeing the open window, she got out of bed to go close it. She drowsily made her way to the window and closed it.

"Luna." a faint voice echoed throughout the room.

"Huh?" she asked, sleepily. "Sis?"

Lightning cracked in the sky, lighting up the room for a brief second. In that brief second of light, Kyra was visible by Luna's bed.

"You!" Luna said, backing up against the window.

She was now on full alert. She looked around the room but couldn't see Kyra. Luna heard a faint laugh echoing throughout her room.

"Where are you!" Luna yelled.

The window behind her exploded. Luna was pushed to the floor as glass flew over her head. She covered her head with her hooves as glass fell around her. She looked up and saw Kyra standing over her.

"Hey, Luna." said Kyra. "Long time, no see."

Luna gasped, remembering her.

"It is you."

"So you remember me, huh?" Kyra asked as Luna was thrown upwards and pinned against the ceiling. She was hanging about fifteen feet above the floor.

"What do you want?" asked Luna.

"Want?" asked Kyra, lying down on Luna's bed. "The Elements Of Harmony, of course."

"The Elements." said Luna, trying to wiggle free. "I should have known."

"Now, tell me about the Elements." Kyra ordered.

"I'll never tell you." Luna said, determined to not give away any valuable information.

"Really?" asked Kyra. "Never?"

Luna said nothing. She was then slammed down onto the floor. Kyra slid off the bed and stood over Luna.

"Do your worst!" Luna grunted.

"Oh, I plan to." Kyra said with a smile.

Celestia was heading back to the castle when she noticed one of the stone sculptures was missing. She slowly approached it, trying to remember what used to be there. Her eyes suddenly grew wide when she remembered.

"Oh, no." she said with a gasp. "Luna."

She took off full speed to the castle.

Luna's wing bent in half at an awkward angle. Luna winced with pain.

"Tell me." Kyra ordered.

"No." said Luna, taking a deep breath.

Kyra kicked her as hard as she could. Luna gasped for air.

"Tell me!" Kyra yelled.

"Never." Luna choked out.

Kyra kicked her again and again, yelling. "TELL ME! TELL ME!"

She kicked Luna again. Luna spit up some blood.

"You can try all you want." said Luna. "I won't talk."

Luna's back leg popped out of its socket. Luna let out a shriek of pain.

Celestia burst through the fornt doors and took off for Luna's room.

"You can end this now." Kyra said, kneeling down. "All you have to do is tell me what I want to know."

"No!" Luna yelled, her voice cracking.

Her front leg popped out of its socket. Luna shrieked again.

Celestia could hear her sister's scream echoing throughout the castle.

"I'm coming!" she yelled.

Luna held her limp leg in font of her. Tears filled her eyes. She pulled her back leg close to her body.

"Ready to talk?" Kyra asked.

Luna said nothing. Kyra just shrugged. Luna suddenly felt her eye being pulled from its socket.

"All right! All right!" she cried. "I'll talk!"

Her eye sunk back into place as Kyra leaned in.

"I'm listening."

Celestia ran up the stairs and burst through the doors. She stood in Luna's room. She looked around the room and saw Luna huddled on the floor. She quickly dove to her sister's side. She began to cry when she saw the condition her sister was in. She held Luna's hoof with her's.

"Oh, sis..." Celestia said softly. "You're going to be okay."

"Sis." Luna said weakly. "I'm sorry."

"For what?" Celestia asked.

"She knows." Celestia looked puzzled. "About the Elements. I told her."

"That doesn't matter now." Celestia said quickly. "Just rest. Save your strength. I'll get you some help."

"Hurry." said Luna softly. "My legs... They hurt."

Celestia grabbed a pillow from Luna's bed and placed it under her sister's head. She took another second or two to stay with Luna before taking off. She had to find help for her sister and then get to Twilight before it's too late.

The Trap

Derpy took a deep breath and left Azure's house. She stood in the streets of Ponyville, wishing that she could just run away. But she knew that no matter where she went, Kyra would find her. After taking a few more breaths she headed for the library.

Twilight pulled a couple books of the shelf and rearranged them, making sure they were where they were supposed to be. Just then there was a knock on the door. Twilight stopped what she was doing and opened the door.

"Derpy?" she asked, a little confused.

"Hey, Twilight." Derpy responded. "I'm throwing a little party for Kyra right now. Would you and your friends mind attending?"

"Of course not." said Twilight. "Want me to bring anypony else?"

"No." said Derpy quickly. "Don't wanna scare her. The six of you will be just enough."

"This is the place?" asked Rainbow Dash.

They stood in front of Azure's house.

"Yeah." said Derpy hesitantly.

"Then let's head inside." said Twilight.

Celestia knelt beside her sister, who was lying on a hospital bed. They were at the Canterlot hospital.

"How are you feeling?" asked Celestia.

"Everything still hurts."

Celestia sighed and lowered her head.

"I can't help but feel somewhat responsible for this." Celestia said softly.

"What?" asked Luna, shocked. "Why?"

"I trapped you in the moon. You lost the ability to protect yourself from Kyra."

"Sis..." Luna said softly. "It was Twilight and her friends who used the Elements Of Harmony against me."

"Because I trapped you in the moon."

"I was bound to be defeated by the Elements eventually." Luna said. "It's not your fault." Celestia nodded slightly. "But there are more serious matters you need to attend to."

"Huh?" Celestia asked.

"Save Twilight."

Twilight slumped onto the couch in the living room.

"So, when's this party, anyways?" Rainbow Dash asked.

She was hovering near the ceiling.

"Soon." said Derpy, backing up towards the front door.

"Very soon." said a voice.

Twilight and the others glanced towards the stairs. Kyra stood at the foot of them. She was in her bright red, blue mane color scheme. Her cutie mark was a heart.

"Kyra?" asked Twilight. "You knew about this party?"

"A party?" Kyra asked, walking to the center of living room, eyeing Twilight as she walked passed. "Is that what this is?"

"That's what Derpy said." said Twilight.

"Hmm." said Kyra, shooting Derpy a look. She then looked at Twilight. "Is that what she said?"

"Derpy, what's goin' on?" asked Applejack.

"What's going on?" asked Kyra. She looked up at Rainbow Dash. "Why don't you come down here?"

"I think I'll stay up here, if that's all right with you."

"Oh, Rainbow Dash." Kyra said with a laugh. "It's not."

Rainbow Dash was suddenly pulled from the air and slammed against the floor. She got back up, shocked by what happened.

"What was that?" asked Rainbow Dash.

Twilight started to get up off the couch.

"Kyra, what's--" she started.

Kyra put a hoof to her chest and pushed her back down.

"Sit." Kyra ordered.

"Kyra." said Twilight, shocked by what Kyra was doing.

"What do you think you're doin'?" Applejack demanded.

"SIT DOWN!" yelled Kyra.

Fluttershy and Pinkie Pie were thrown into a sitting position on both sides of Twilight. The other three were thrown into nearby armchairs. The armchairs slid closer to the couch.

"What just happened?" Rarity asked as Kyra closed her eyes.

Kyra's skin darkened and her mane turned black. Her cutie mark became a skull and cross bones.

"WHOA!" yelled Twilight.

Kyra opened her eyes. They were glowing red.

"What are you?" asked Twilight.

Kyra smiled and then quickly looked over at the door. Derpy stopped moving.

"Where are you going?" Kyra asked.

Vines shot up through the floor and covered the front door. Derpy started to slide across the floor towards Kyra. When she was a few inches away from Kyra, she stopped moving.

"I probably should thank you for all you've done, Derpy."

"What's she talking about, Derpy?" asked Rainbow Dash.

"Derpy, here, knew the whole time what I really was."

"You did?" asked Rarity, panicking. "Why didn't you say anything?"

"I--" Derpy started, tears in her eyes.

"She did." said Twilight. "But I didn't listen."

"Neither did I." Pinkie said with sadness in her voice.

"Isn't that too bad?" Kyra said mockingly. "Now, let's get down to business. I need to kill you." All the ponies fell silent. "All of you." Kyra said, looking around at all the frightened faces. "And you only have Celestia to blame."

"What?" asked Twilight. "The princess?"

"If she hadn't passed on the power of the Elements to you then you'd get to live." Kyra explained.

"What are you saying?" asked Twilight. "You were originally trying to kill the princess?"

"Both of them." Kyra corrected.

"So when you saw the window in the Great Hall..." Twilight said.

"I realized I had to change my plans." said Kyra. "And now you must die."

She leaned in close to Twilight and opened her mouth. It stretched so wide that Twilight's head could fit inside of it. Sharp teeth lined the inside of her mouth. Twilight closed her eyes, waiting for the pain.

Taken

The front door blew of its hinges, the vines shattering. Kyra immediately glanced towards the door.

"Stop this, Kyra!" ordered Celestia

"Celestia." said Kyra, her mouth returning to normal. "Welcome."

"I'm here to put an end to you."

"Well, that's very nice and all," Kyra said smiling. "but you don't control the Elements anymore." Fluttershy flew from the couch and Kyra grabbed her. She held Fluttershy around the neck and held her to the side. "They do."

"KYRA!" yelled Twilight, struggling to move. "Let her go!"

Celestia rushed forward.

"See ya." said Kyra.

She burst into a puff of black smoke, taking Fluttershy with her.

"NO!" yelled Twilight.

She fell to the floor and then quickly got back up.

"We have to go save her." Twilight said, tears falling from her eyes.

"Indeed, we do." said Celestia.

"But, where could she be?" asked Rarity, getting off the couch.

Just then they heard distant thunder rumbling and lighting cracking. They all looked at each other and took off out the door. Derpy sat down in the center of the room and cried. She had really messed up this time.

"Look!" yelled Applejack.

All the ponies looked towards Dragon Mountain. Dark clouds swirled around above it as the dragon that lived there was flying around it as well. Dark smoke crept up the side of the mountain as the dragon launched a fireball at it. The attack had no damage. A stream of dark smoke shot out from the mountain and swirled around the dragon.

"What's happening?" asked Rarity.

"I don't know." said Twilight, taking a step forward. "But I don't like it."

The smoke around the dragon seeped into its bod under its scales. It's body color changed to black and rested on top of the mountain. Stone spikes stuck out of the mountain and the sky above it glowed bright red.

"I'll be right back." said Celestia.

"Where are you going?" asked Rarity.

"To get the Elements."

Celestia had returned with the box that contained the Elements.

"Are we really going into that?" asked Applejack.

"We must." said Rainbow Dash. "She has Fluttershy."

Fluttershy opened her eyes. She could see Kyra standing at the mouth of the cave.

"What are you going to do to me?" Fluttershy asked softly.

Kyra looked back.

"You're the bait. The others are bound to come rescue you. And when they do..." She returned her gaze to the outside world. "I'll kill them all."

Good VS Evil

Celestia launched a bolt of light towards Kyra, who evaporated into a cloud of smoke. The smoke cloud shot through the air and reformed next to Fluttershy. Kyra lifted Fluttershy and held her around the neck, positioning her half in front of her and half to the side.

"Let her go!" yelled Twilight. "Haven't you scared her enough?"

Kyra smiled. "Perhaps." She forced Fluttershy to her knees. "But there's still so much more I could do." Kyra stuck out her two-foot long tongue and licked the side of Fluttershy's face. "Tastes so good." she said, the sides of her mouth cracking as sharp teeth stuck out from her gums.

"Stop!" yelled Twilight. Kyra retracted her tongue and glanced at Twilight. "It's me you want isn't it?"

"Twilight Sparkle... Element Of Magic." Kyra threw Fluttershy to the side and lunged forward.

Fluttershy hit the side of the cave and collapsed to the floor. Celestia leaned in close to Twilight.

"Remember what I said?" she whispered.

Twilight nodded. Kyra evaporated into a smoke cloud and shot passed Twilight's head. She then reformed behind Twilight, sending out a burst of dark energy which knocked Celestia and the others away. Applejack tumbled out of the cave and over the edge of the mountain. She reached out a hoof and grabbed onto the edge. She looked down at the long drop. Kyra grabbed Twilight and forced her to the ground. She then glanced over at Applejack.

"Two birds with one stone." she said.

"I'm coming, Applejack!" yelled Rainbow Dash.

She took off full speed through the air. Suddenly her wings cramped up and she was slammed into the ground.

"I don't think so." said Kyra.

Rainbow Dash's leg began to twist. Rainbow Dash let out a scream as she began to feel pain. Then, suddenly, a purple light formed around her leg and it stopped twisting.

"WHAT?" yelled Kyra.

She looked down at Twilight. Her horn was glowing.

"You're not the only one with magic."

She slammed her head into Kyra's knocking her off. She quickly stood up and twisted Dash's leg back to normal.

"That does it!" yelled Kyra.

She leaped at Twilight, firing a dark energy blast from her body. It shot passed Twilight's head and struck the side of the cave. Cracks shot up the wall. Applejack felt her hoof slipping, so she reached up with her other hoof and held on. Kyra rammed into Twilight at full speed, knocking her on the ground. Kyra stood over her and opened her mouth. Rarity took this opportunity and rammed Kyra, knocking her off Twilight.

"Thanks."

"Don't mention it." said Rarity.

"Nice hit!" screamed Pinkie Pie cheerfully.

"Pinkie Pie..." said Kyra, standing up. "Element Of Laughter. You have some inner demons, don't you?"

"Huh?" asked Pinkie.

"Yeah." said Kyra, taking a deep breath and closing her eyes. "I can feel her." She opened her eyes. "And she's dying to get out."

"What are you talking about?" asked Pinkie, confused.

Kyra shot a burst of dark energy at Pinkie. It swirled around her before seeping into her skin. Pinkie let out a scream as dark energy erupted from within, causing a mini explosion which knocked everyone over. Twilight shook her head to regain her vision and looked up. Pinkie Pie stood still, her skin a darker pink and her hair hanging down. She opened her eyes. They had turned red.

"Pinkie?" Twilight asked.

"No." Pinkie said, with no emotion. "Pinkamena."

The Power Of The Elements

Kyra took a step towards Derpy.

"You think you can beat me?" Kyra yelled.

Derpy walked towards Kyra.

"No." said Derpy, stopping in front of Kyra. "I know I can."

"Really?" asked Kyra, laughing a bit. "And you think you can, why?"

"Because I have something worth fighting for."

Kyra let out a roar, extending her mouth once again. Derpy took a step back in fear but managed to stand her ground. Kyra closed her mouth. She took a step back. For the first time, Derpy saw a bit of fear in Kyra.

"What's going on?" she asked. "Why aren't you frozen with fear?"

"Not sure, Kyra." said Derpy. "I guess I'm just not scared of you anymore."

A angry frown spread across Kyra's face. A soft growl escaped her lips and she reverted back to her normal evil self.

"Then, I guess," Kyra began calmly. "there's nothing left to do, but..."

Kyra lowered her head a bit and appeared sad. Then, in the blink of an eye, swung her hoof, knocking Derpy across the face. She flew backwards and smacked into the cave wall. Kyra approached Derpy as she fell to the floor.

"You have no idea what you're in for, girl." said Kyra, levitating Derpy and holding her against the wall. "You are about to receive more pain than any pony has ever felt."

Derpy's leg started to twist and pull.

"Hey, Kyra!" yelled a voice.

Kyra let go of Derpy's leg and whipped around. Her gaze quickly fell upon Twilight's crown. Her friends were wearing necklaces. She then quickly glanced at the open box near Celestia's hooves.

"No." Kyra said softly.

"It's over for you Kyra." said Twilight.

"NO!" yelled Kyra. "I WON'T GIVE UP!" A burst of dark energy erupted from Kyra. "I WON'T!"

Kyra's blast sent cracks shooting up the sides of the cave, also knocking Derpy to the ground.

"Ready, girls?" asked Twilight.

"Ready." her friends responded.

Their Elements started to glow, shooting a rainbow up into the air.

"NO!" yelled Kyra.

The rainbow swirled around her as she let out a scream. The cave filled with a bright light which soon faded away, leaving Kyra lying on the floor of the cave. There was a cracking sound as bits of rock fell from the ceiling. Kyra opened her eyes and slowly stood up.

"What..." Kyra said, slowly getting back up. "What happened?" She gaze around the cave and spotted Twilight. "YOU!" she yelled. She made an attempt to launch out dark energy but nothing happened. "What?" she asked. Her skin changed to bright red and her mane became blue. Her cutie mark became a heart. "My powers..."

Twilight looked up as the ceiling began to crack. More rock bits rained down.

"YOU TOOK MY POWERS!" Kyra yelled.

She took off towards Twilight, who launched a bolt. It struck Kyra, sending her flying backwards and hitting the wall. She fell to her knees.

"We have to go!" yelled Twilight. "This place is falling apart!"

She and the others ran to the mouth of the cave.

"WHERE ARE YOU GOING!" yelled Kyra. "COME BACK!" A tear fell from her eye. "Come back." she said, crying.

She heard a cracking sound above and looked up. A large chunk fell from the ceiling above her. Kyra closed her eyes.

Twilight and the others stood at the base of the cave, looking up. The roof of the cave had collapsed.

"Well, that's over." said Twilight. She turned to Derpy. "Thanks for helping, Derpy."

"Don't mention it." said Depry. "It was the least I could do after everything I'd done."

Twilight put a hoof around Derpy. "It wasn't your fault."

Derpy gave her a smile and the group headed back to Ponyville.

The Next Day

Spike lay in his bed, sneezing. Twilight stood above him.

"Oh, Spike." said Twilight, smiling. "You should've come in when I told you." Twilight headed to the stairs. "I'll see if Zecora has anything that could help you."

Spike responded with another sneeze

Twilight arrived at Zecora's hut about ten minutes later.

"Zecora!" Twilight called, knocking on the door. No answer. "Zecora?"

When there was no answer, Twilight banged against the door. It wouldn't budge. She took a few steps back to get a running start and took off towards the door. She slammed into the door, knocking it off its hinges. Twilight landed on top of the door inside Zecora's hut. She slowly stood up and looked around. She quickly put a hoof to her mouth to keep from vomiting. Blood stained the floors, walls, and ceiling. There was no body or organs. Just a vast amount of blood splattered everywhere. Twilight rushed out of the hut and choked, gasping for fresh air. She was about to head back to Ponyville when she heard rustling nearby.

"Hello?" Twilight nervously called out. "Anypony there?"

There was no answer. At first she thought it might be the killer but then she heard some whimpering. Thinking it may be some pony in danger, she took off. The sound of the whimpering was coming from behind Zecora's hut. Twilight sopped and stared. The noise was coming from a red pony. She was cowering against the side of the hut, whimpering. She looked as though she saw a ghost.

"Hello?" asked Twilight. The pony said nothing. Twilight walked over and knelt down in front of the pony. "Are you okay?"

The pony slowly looked up at Twilight. "Wh-who are you?" she asked softly.

"I'm Twilight. Are you okay?"

"It was awful. Just awful."

"What was awful?" asked Twilight. "What?"

"What she did to her." the pony said softly.

"You saw what happened to Zecora?" Twilight asked.

"Z-Zecora?"

"The zebra that lived here?" asked Twilight.

"Yeah." said the pony. "I s-saw."

"What happened?" Twilight urged.

"She... She..."

The pony started to cry. "Why don't you come back to Ponyville with me?"

The pony slowly nodded and stood up. Twilight turned and began heading back to Ponyville. An evil grin formed on the pony's face as she followed Twilight.

Unbelievable

Derpy burst through the front doors of Sugarcube Corner.

"SOMEPONY HELP!" she yelled frantically.

"Derpy?" Twilight asked.

"What's wrong?" asked Pinkie.

"It's Kyra! She's killed Bubbles!"

No one said a thing.

"Uh..." said Twilight, shocked. "What?"

"It's Kyra!" yelled Derpy. "She's murdered Bubbles!" Everyone kept quiet. "There's blood all over the window!"

"All right, Derpy." said Twilight. "We'll go check it out with you."

"Look!" Derpy yelled, pointing up at the second floor window.

Twilight looked up at the window.

"There's nothing there, Derpy."

"What?!" Derpy shouted. She looked at the window. The blood was gone. "B-b-but... it was everywhere."

"Are you sure?" asked Pinkie.

"Positive." said Derpy, confused.

"Hey, girls." said Kyra happily, approaching them.

Derpy whipped around. "You." she said, backing up.

"Something wrong?" asked Kyra.

"You stay away from me." said Derpy.

"Did I do something?" Kyra asked, sounding confused.

"You killed my friend!" Kyra said nothing. "She took you on a tour and you killed her in her own home!"

"Excuse me?" Kyra asked.

"I saw you!"

"Derpy." said Twilight. "That's enough."

"It's all right." said Kyra, eyeing Derpy. "She's obviously just a little confused."

"I gotta get back to work." said Pinkie.

"And I need to get back to the library." said Twilight. "You comin', Kyra?"

"In a minute." said Kyra, looking at Twilight. "I want to have a little talk with Derpy." She turned to look at Derpy. "Show her I'm not as bad as she thinks I am."

"All right, then." said Twilight walking away. "See you later."

"See ya." said Kyra, not taking her eyes off of Derpy.

Derpy made a move to leave but was thrown through the front door of Bubbles' house. She slid across the floor as Kyra stepped inside. Derpy was then lifted and pressed flat against the wall. Kyra stood in front of her.

"No pony believes you, Derpy." said Kyra.

"You gonna kill me?" Derpy asked. "Like you killed my friend."

Kyra grinned. "We'll see."

She threw Derpy down the hall. She jit the floor hard and skidded a bit. Kyra went over and knelt down next to her.

"You have no idea how easy it would be for me to kill you right now without anypony noticing."

"Then why don't you?" asked Derpy.

"I'm a little full from earlier." said Kyra. "But if you try to get in my way again, I'll do more than just eat you. Got that?"

"What else would you do?" asked Derpy, frightened.

Kyra smiled. "You saw what I did to your friend. Use your imagination."

Kyra stood up and left the house, leaving Derpy alone. She slowly stood up and watched as Kyra walked away.

Derpy let out a sigh. "I'm in trouble."

The Mountain

Twilight and the others stood at the base of the mountain, looking up.

"Is it me or is it taller?" asked Twilight.

"I'm just surprised that Kyra didn't have any surprises hidden in the woods." said Rainbow Dash.

"It's not her style." said Celestia. "There's something else you need to know about Kyra."

"What is it?" asked Twilight, now incredibly curious.

"When I fought her with my sister, I saw her true form." She looked up at the cave at the very top of the mountain. "That wasn't it."

"What do you mean?" Twilight asked.

"Kyra doesn't just have the power to instill fear on her victims She is fear. When you see her true form, you'll know."

"How?" asked Twilight.

"Because you'll be too scared to move." Celestia answered.

The dragon on top of the mountain let out a loud roar is it spotted the ponies on the ground.

"I don't think so, big guy." said Kyra. "They're mine."

The dragon took off from the mountaintop and dove for the ponies. It opened it's mouth to breath fire when it burst into a cloud of smoke.

"That was anticlimactic." said Rainbow Dash.

"She obviously wants us for herself." said Twilight.

"That sounds like Kyra." said Celestia.

"Well, let's go." Twilight said, making her way up the mountain. "Kyra's waiting."

"Why'd you do that?" Fluttershy asked.

"Why?" Kyra asked, whipping around to face Fluttershy. She then started walking towards her. "I'm not gonna let some dragon take all the glory."

Fluttershy backed up against the wall. "Stay away from me." she said softly.

She bumped against the cave wall and stopped. Kyra stood in front of her. She took a hoof and slammed Fluttershy against the wall, holding her in lace.

"But we didn't get to play together." Fluttershy began to sweat with fear. "What's wrong?" Kyra asked, leaning in closer. "You wanna scream for help, don't you?" Fluttershy said nothing, but her frightened expression said everything. "Let me help you."

Dark energy burst from Kyra as her true form came forward. Fluttershy let out a massive scream.

Fluttershy's scream echoed down the mountain. Twilight ran faster.

"Hang in there." she said mostly to herself. "Almost there."

Twilight stopped and stood in front of the mouth of the cave. She spotted Fluttershy hunkered down against the wall, shuddering immensely. She looked like she had just seen a ghost. Twilight ran to her side as the others cautiously entered the cave. Twilight slid into a kneeling position next to Fluttershy.

"Fluttershy?" she asked all panicky. "Fluttershy?" Fluttershy said nothing. "What's wrong with her?" asked Twilight, crying.

"Kyra." said Celestia. "She's seen her true form."

A laugh echoed throughout the cave and everyone turned to the mouth of the cave. There was Kyra, watching them.

"It ends here, Kyra!" yelled Celestia.

"Oh, you have no idea." said Kyra, grinning.

Pinkamena

"What have you done, Kyra?" Celestia demanded.

Kyra walked up to Pinkie Pie.

"Every pony has demons inside them." said Kyra, standing behind Pinkie Pie. "Pinkie's demons are just... extremely evil." she let out a grin as she leaned in to Pinkie's ear. "Kill them." she whispered.

An angry expression appeared on Pinkie's face. She then charged towards Twilight. Twilight jumped out of the way just in time as Pinkie screeched to a stop.

"Snap out of it, Pinkie!" yelled Twilight. "This isn't you."

"No use trying to reason with her." said Kyra. "She's mine, now"

Pinkie rammed into Twilight, knocking her on her side. Fluttershy finally came back to reality and looked around. She then saw Applejack hanging for her life outside the cave. She slowly made her way to the cave opening. She was suddenly thrown against the wall. Kyra stood over her as she fell to the ground.

"Where are you going?" Kyra asked, lifting Fluttershy and holding her against the wall. "To save Applejack?" Kyra let out a laugh.

"Actually, yes." Fluttershy said softly.

"Don't bother." said Kyra, glancing over at Pinkie Pie. She stood over Twilight and tried to bite her. "All the action is in here."

"I've had just about enough of this." Fluttershy whispered.

She kneed Kyra in the stomach, causing her to lose her concentration. Fluttershy fell to the ground.

"You little..." Kyra yelled.

Fluttershy bit Kyra's leg hard. She let out a yell and tried to kick her off. Twilight held Pinkie's face away from hers and glanced over at Fluttershy. She bit harder into Kyra's leg. Her teeth punctured the skin on Kyra's leg. Blood oozed out and dribbled down Fluttershy's face. Twilight kicked Pinkie Pie off and tried to assist Fluttershy. Pinkie jumped back up and tackled Twilight again.

"You're not going anywhere." said Pinkie Pie. Her voice sounded like multiple voices overlapping each other.

"Get off." grunted Twilight.

Pinkie held Twilight's cheek flat against the floor.

"You're gonna die here." said Pinkie.

"Not... today." Twilight grunted.

She threw her head back, knocking Pinkie in the face. She fell backwards as Twilight stood up. Before Pinkie could regain focus, Twilight kneed her in the face as hard as she could.

"Yeah! You get her, Twilight!" yelled Rarity.

Twilight watched as Pinkie collapsed to the floor, unconscious. Celestia glanced over at Fluttershy. Kyra kicked Fluttershy in the side with her free hoof but Fluttershy kept holding on. Kyra then kicked her in the head, knocking her out. Kyra limped away and sat down, looking at Pinkie Pie. She let out a soft growl as the wound on her leg slowly began to heal itself.

"That does it!" she yelled. "It's time to show you what I can REALLY do!"

Kyra's True Form

Dark energy surrounded Kyra. Celestia picked up the box containing the Elements and backed away.

"What's happening?" asked Rainbow Dash.

"Will some pony please help me?" yelled Applejack. "My hooves are getting tired!"

She began to slip again.

Dark energy erupted from Kyra and then dissipated. Every pony gasped at Kyra's true form. Sharp teeth protruded from her gums. Claws had replaced her hooves and dark spots appeared on her fur. Her eyes looked like those of a cat, but only bright red. Her ears now had black fur on the rims. Her tongue hung out from her mouth and rested on the cave floor. She let out a sigh of content as she brought her tongue back inside her mouth. She approached Twilight.

"Run, Twilight!" yelled Applejack.

"Can't. Too scared."

"That's right." said Kyra, almost snake-like. "Just try to move." She circled Twilight. "Can't, can you?"

She kicked Twilight. knocking her to the ground. She covered her head with her hooves.

"Oh, come on. Fight back!" Kyra yelled, kicking Twilight repeatedly.

"Stop this!" yelled Celestia.

Kyra stopped kicking Twilight and looked over at Celestia. She burst into smoke and reformed directly in front of Celestia.

"Got something to say, princess?" she asked.

"I'm not scared of you, Kyra."

"Really?" asked Kyra.

She let out a massive roar in which her bottom jaw opened wide enough to touch the ground. Celestia flinched, expecting to be eaten. Kyra closed her mouth and laughed.

"Oh, Celestia..." said Kyra. She kicked Celestia in the knees, knocking her to the ground. "You're so weak."

"L-leave her alone!"

Kyra looked over at Rainbow Dash.

"Almost forgot about you." She teleported in front of Rainbow Dash. "Oh, Rainbow Dash. The bravest of them." A grin spread across her face. "Now, look at you." She then glanced over at Rarity. "And you." She teleported next to Rarity and knelt down. "Being the pony of fashion that you are, tell me... how do I look?"

"E-excuse m-me?" asked Rarity, shuddering.

"How do I look?"

Just then there was a scream and every pony looked outside.

"Help!" screamed Applejack. She tried to get a hold of the side of the mountain with her back hooves but it was no use. "HELP ME!" She started to panic as she began to slip.

"Applejack!" yelled Twilight.

Applejack suddenly lost her grip and fell.

"No!" yelled Rarity

"Well, isn't that too bad." said Kyra with a smile. "I was really hoping to kill her myself."

"You''ll pay for this!" yelled Twilight.

"Oh, yeah?" asked Kyra. "And who's gonna face me? You?"

"No." said a voice. "Me."

Kyra looked towards the cave opening and saw Derpy. She was standing next to Applejack, who had fainted from the thought of dying.

"You!" yelled Kyra.

Derpy stepped inside the cave, ready for the final showdown.