Demon Holocaust

by RainbowDash15

Rating: mature
Tags: Alternate Universe, Sad, Other, Original Character, Cutie Mark Crusaders, Tragedy, Horror, Princess Celestia, Sex, Main 6, Gore, My Little Pony: Friendship is Magic, Dark
Length: 15828

Possessed by the strongest demon to ever come out of Tartarus, a unicorn goes on a rampage, the demon within determined to take over the land.

This story takes place in an alternate universe of Friendship is Magic, in between season 3 and 4.
Possessed by the strongest demon to ever come out of Tartarus, a unicorn goes on a rampage, the demon within determined to take over all of Equestria.

Suggested official rating: NC-17 for extreme aberrant sexual content, and for brutal sadistic graphic violence and gore

EDITOR'S WARNING: The following story contains themes of rape, incest, torture, pedofoalia, necrophilia, murder, gore, and strong graphic violence.

DISCLAIMER: The author of this story in no way supports the content of this story in real-life situations.

This story has been proofread by:
Nimbus13
ChocoLoco

Check out what Dark Avenger had to say about this fic!

What the pre-readers had to say:
6/3/2015
"This is the darkest shit I have ever read."
-ChocoLoco

This was my first review on this story

"That was indeed worse than (redacted). But ima tell you right now, it isnt possible to get any worse than what i read. Any more sick. Any more sinfull.
(Redacted), you are WITHOUT QUESTION, the sickest twisted most mentally crucified FUCK I have ever met. I sincerely dont know where you got the GALL to imagine this sort of stuff. If the wrong person found out about this kind of thing, you WILL end up in a madhouse. Tied down by a straightjacket. You may even be put down. I cant say enough how bloody SICK that was. How bloody sick YOU are. I myself wasnt fazzed by it. Only because i was thinking of nothing but how MFUBAGDR that story -and its author-
It would take me a decade to write everything going through my head down
I dont even understand how im FRIENDS with you
you have no idea how fucking tempted i am to hate you for that story. But it is absolutely against my nature to drop ties with a friend. At least, so quickly
And btw MFUBAGDR
Majorly Fucked Up Beyond All God Damn Regonition"
-Bill

Published 2015-06-01 03:40:02 UTC
Last updated 2015-11-08 19:49:33 UTC

Prologue

Author's Note

EDITOR'S WARNING: The following story contains themes of rape, incest, torture, pedofoalia, necrophilia, murder, gore, and strong graphic violence.

Prologue

PROLOGUE

In the land of the unicorns, in a small village, everything was hell. Body parts were everywhere, and so much blood was all over the street, it was nearly impossible for any pony to move very far without getting the substance on their hooves. Massive clouds of black smoke rose into the sky, blocking out the sun and turning daytime into night.

The clouds of smoke were rising from burning buildings in the small town that a group of unicorns were desperately trying to save. Dirtied, tired, and covered with the blood of friends and colleagues, they fought on, fought against the Corrupted Ponies which were slowly driving them towards the town square.

The Corrupted used to be normal ponies, both Earth, Pegasi, and Unicorn, but they were now gone, all trace of personality wiped, complete with glowing yellow eyes, and merciless. The unicorns fought bravely, but the Corrupted had strength in numbers, and no matter how many of them the unicorns took out, more were behind them. The unicorns themselves were taking heavy losses, mostly from Corrupted unicorns that had once been friends.

Leading the attack against the town was a pony named Nightshade. Nightshade didn't used to be like this. He had been just another simple unicorn, trying to find his way in life as all unicorns did. That was before he had been taken over by a demon.

The demon was old, impossibly old, born from hate and darkness, and had been trapped in the ground for a long time, until recently, a search team had accidentally unleashed the monstrosity upon the world. Nightshade had been the first unicorn it had found, and the unlucky colt had been taken over by the demon.

Over a matter of weeks, the now-possessed Nightshade had used his new powers to Corrupt ponies, make them follow his command, and he had done this not only with many unicorns, but Earth and Pegasi as well. Soon, with an army big enough, he had spent the last few weeks attacking the land of the unicorns. Town after town, they all fell, leaving nothing but bodies behind, as the survivors were all Corrupted and forced to join Nightshade's army.

This town seemed no different, Nightshade thought as his army advanced, with him at the front lines. It seemed it was going to be the usual routine, kill the defenders, rape the mares and foals, Corrupt or kill the survivors of the battle.

As Nightshade and the Corrupted advanced through the carnage, several bolts of energy hit him. The first few didn't penetrate his coat, the fourth one was dead-on though, and it tore part of his face off in a messy spray of blood. The wound quickly healed itself, and Nightshade laughed.

By now, the unicorns had retreated almost all the way to the town square, while Nightshade's army set fire to the buildings as they passed them to drive out the hiding unicorns.

As the Corrupted began to surround the defenders of the town in the square, the fight quickly turned into a massacre. With nowhere for the defenders to run, the Corrupted attacked them with everything they had, mowing them down as they desperately tried to protect themselves.

Just as victory seemed imminent for Nightshade, a unicorn- a mare- suddenly appeared at the edge of the town square. At first, Nightshade didn't notice, but he then looked up from the battle and saw the mare heading right for him, seemly unconcerned of the stray energy bolts that were flying everywhere.

Nightshade grinned and turned to face the seemingly defenseless mare, just as her horn glowed and six colored crystals rose up from her sides. This, surprisingly, seemed to grab the rest of the ponies' attention, and they all stopped fighting, Corrupted and defenders alike, as they watched the mare trot up near Nightshade.

About fifteen feet away from Nightshade, the mare stopped and spoke.

"I have been watching you for awhile," the mare said. "I have seen what you have done. I know you want to rule this land. But I'm afraid your rule is at an end."

With those words, the crystals floated above the mare's head, joined together, and began to glow brightly.

Nightshade stepped back and gathered energy in his horn, suddenly afraid. He didn't know what those crystals were but he instinctively knew that if they fired, it would be the end for him.

"NO!" he shouted, and fired, right as dazzling rainbow light burst from the crystals. The two streams of energy hit each other in midair, but Nightshade was already being beaten, his energy being forced back. Right before the rainbow energy touched his horn, he gave a final scream of rage, and then suddenly, the demon was forced right out of his body, ripped from the unicorn's soul, and the demon, now little more but a puff of smoke, super weak, sank right down into the ground, straight to the farthest depths of Tartarus.

The rainbow energy suddenly arched out from Nightshade's head, and began going into all of the Corrupted, driving the yellow out of their eyes, and then, it was all over. Hundreds and hundreds of once-Corrupted ponies, along with Nightshade himself, slumped to the ground, unconscious, as the few remaining defenders watched in disbelief. It was hard to believe- but the nightmare was finally over. The demon was gone, and the land of the unicorns was saved.

***

(Apx. 3,000 years later, present-day Equestria)

It had been nearly three thousand years since the demon had been banished to Tartarus. But it has finally escaped. It had hid in the depths of the hell itself until even the mighty guard dog Cerberus had forgotten about it. After that, it was easier to escape, but still hellishly difficult, as it had to be careful and not alert the guards of its presence. But it had succeeded. And now that it was out, it was mad. It had been evil to begin with, born out of hate and darkness, but after being banished for three thousand years, its fury was beyond imagination and it was more evil than ever. It was weak, however, no more than a puff of smoke floating on the wind, but after so long trapped in Tartarus, that was to be expected. What the demon needed was a pony to possess, possess once again, then the fun would begin.

Three thousand years ago, the demon had possessed a unicorn, and using that unicorn, it had killed thousands of ponies. It was only stopped by those crystals. Those strange crystals that had somehow torn him from the unicorn he was possessing, the crystals that had drained his power and banished him for so long. He knew one of the first things he would have to do would be to find out if those crystals were still around, and if they were, not let any pony possess them.

This land is mine. Kill anyone who stands up to me. I shall become the new leader. No one will stop me this time...

The wind blew the demon, the tiny puff of smoke, over a large forest and over a road, high in the bright blue cloudless sky. Down below walked a male unicorn- just what the demon needed to begin its slaughter. Fighting against the breeze, the demon forced its way down, towards the unicorn, and it hit the unicorn's body, and-

***

Falling Streak was just an ordinary unicorn living in Ponyville who never should have had a big impact on history. He had a sky-blue coat, dark purple eyes, and his mane was even lighter blue than his coat was with streaks of white in it. His cutie mark was a paintbrush; he was an expert at art. Although not exactly well-known, his work had been displayed across various art shows around Equestria, a few of these shows taking place in Canterlot itself.

This one particular morning, Falling Streak got out of bed as usual, and went downstairs but skipped breakfast. He got around quietly as to not wake his daughter or wife, who were still asleep. He wanted to get to a nearby village where his work was; he would just have breakfast there. He set off as soon as the sun rose high enough in the cloudless sky, walking because it was such a beautiful day out. He started on his usual path, trotting along the road, humming to himself. As he walked along, he passed several other ponies out for morning walks, and greeted them warmly.

As Falling Streak was walking along, on the road next to the Everfree forest, minding his own business, he suddenly felt something very cold sink into his back. He gasped as the freezing cold spread throughout his body. His heart stopped, and he fell to the ground, convulsing uncontrollably, gasping for breath. His vision instantly began growing gray, and he felt his blood run ice-cold. He felt the thing that had been absorbed through his back spread throughout his body. His very last, absurd thought was, maybe I should have taken my carriage...

***

The thing that was Falling Streak and at the same time wasn't investigated its own brain. Ohh, this was interesting. The land was now called Equestria. This pony, Falling Streak, was an artist. Lived in a town called Ponyville. Wife and a young teenage daughter. Enjoyed going to a place called Sugarcube Corner occasionally for a treat or two. All of Falling Streak's memories now belonged to the demon, including the directions to get back to Ponyville. Falling Streak laughed to himself, he wasn't going to work today, there was some killing to get to.

The demon turned Falling Streak's body around and made it start to walk back towards the place called Ponyville. The pony had already walked about a fourth of a mile, so he had to walk a bit of a ways to get back.

Walking back to Ponyville, Falling Streak passed several ponies. Several of these ponies smiled at him. The demon just glared at them all, leaving them confused as to what they had done wrong.

After a few minutes, the demon entered Ponyville. A lot had changed in this land, Equestria, over the last three thousand years, but he was expecting it, Falling Streak's memory told him everything he needed to know. Everypony looked happy, and one of them stood out in particular, a pink pony (Pinkie Pie, his memory told him) who was bouncing around cheerfully, giving greetings to all she passed.

The demon looked around town, wondering where to begin the slaughter. It thought of Sugarcube Corner. Falling Streak's memory told the demon that four ponies lived and worked there; the Cakes and their two babies. The demon smiled. Perfect.

Approaching Sugarcube Corner, the demon saw that the shop didn't open until a little later in the morning. Falling Streak's mouth turned upwards into a smile, this would make things so much easier.

The demon went around to the back of Sugarcube Corner and used Falling Streak's magic to open the window without a sound. The demon climbed in, and as it did, it felt the final stage of possession happen. The unicorn's body finally absorbed the rest of the demon. The demon was now no longer sharing Falling Streak's body, Falling Streak was the demon now. And he felt powerful, ready to kill.

***

Mr. Cake was upstairs, changing the baby's diapers that morning, and never heard the window open downstairs. All he was doing was concentrating on getting the smelly job done, and finally, done with that, he threw the two soiled diapers away and left the babies' room after each giving them a kiss on their foreheads.

Done with that, Mr. Cake walked downstairs- and was instantly blasted into the wall with a bolt of energy. The back of his head slammed into the wall with incredible force, leaving a bloody smear there. Gasping in pain and surprise, the pony tried to stand up, but his vision was already going gray and blurry. His attacker stepped into view behind the counter, took careful aim, and fired off another bolt at the helpless Mr. Cake. There was a flare of agony as the left side of Mr. Cake's face blew apart in a viscous spray of blood and shredded flesh which sprayed onto the walls and floor, and Mr. Cake slumped to the ground again, in too much pain to get up or make a noise, a waterfall of blood running down from the ruined side of his face, all over him and onto the floor.

"Let's make sure you stay there, now!" Falling Streak said with a laugh, and used his magic again. A knife floated into the air and flew at Mr. Cake, going through his hoof with little resistance and pinning it to the wall. As blood began to leak out from the hoof pinned to the wall, Falling Streak used his magic and brought another knife into his own hoof and turned to go upstairs.

Falling Streak walked into the Cake's bedroom where Mrs. Cake was standing making the bed, and as she turned, Falling Streak casually used his magic and sent his knife slashing across her face diagonally, the blade cutting through skin and muscle. Mrs. Cake screamed in pain as bright red blood fell, running down her face and falling to the floor and the bed. Falling Streak jumped on top of the wounded pony and clamped his jaws around Mrs. Cake's right ear, and with a tremendous yank, tore it clean off causing more blood to spatter. She screamed again, and Falling Streak used his magic to bring the blade straight down into Mrs. Cake's mouth, slicing through her tongue and tearing her cheek wide open.

As Mrs. Cake began to choke on her own blood from her slashed mouth, Falling Streak felt his member harden. This was going to be fun, the most fun he'd had in a very long time.

Falling Streak grabbed the knife in his hoof and brought it down, gouging into Mrs. Cake's eye. He wiggled the knife, and blood and fluid and pieces of eye began to come out of the socket. Mrs. Cake tried to scream in agony, but she just inhaled more of her own blood and began to cough more and her own blood sprayed back out of her mouth in the form of a reddish mist.

"You want this, don't you!" Falling Streak said with a glint in his eyes. "You want it!"

Mrs. Cake struggled weakly, but Falling Streak moved fast, sat on Mrs. Cake's face, and shoved his stiff member into the eye socket where he had gouged her eye out. Mrs. Cake convulsed uncontrollably, feeling the unicorn's penis inside her head, but she couldn't do anything.

Grunting, Falling Streak forced himself deeper into her head. Mrs. Cake's face was now completely covered with eye fluids and blood, and still, Falling Streak skull-fucked her. With one final thrust and grunt, Falling Streak's member entered the inside of her skull, hitting the brain. Mrs. Cake convulsed violently one last time in a death spasm, and Falling Streak thrust in and out of her head, feeling Mrs. Cake's brain get more mushy every time. He still continued to thrust in and out, then finally felt a climax approaching. With one last thrust, Falling Streak came inside of Mrs. Cake's head and pulled out, dripping semen on the corpse's mutilated face. From her eye socket leaked the remains. Falling Streak's penis was also covered with the same stuff.

Falling Streak used the knife and brought it down into the corpse's stomach as deep as it would go, then made cut straight across. He then grabbed the wound in his hooves and tore it open, revealing Mrs. Cake's insides. He shoved his penis into the open wound and began jerking off, moaning as he felt the slimy intestines, and he came again, although not as hard this time, into Mrs. Cake's stomach. Done with that, Falling Streak pulled himself out of the guts, reached in, and began tearing out her intestines and internal organs. He threw them carelessly behind him, spattering blood all over the floor. Falling Streak thought of something else. He was an artist- why not use his talent? He used his hooves and began to paint the bedroom walls with Mrs. Cake's blood, laughing crazily as he did so.

There was suddenly the sound of crying outside of the room. Falling Streak turned towards the door. The babies. This was going to be fun. He hadn't slaughtered babies for three thousand years. He ran into the hall and listened, and heard the sound of the babies in a bedroom on the other side of the hall, near the stairs.

Falling Streak walked into the bedroom and saw the babies lying in their cribs. He used his magic, lifting Pound Cake and Pumpkin Cake out of their cribs and slamming them to the floor, very hard. There was the horrible sound of splintering bones, and both babies began to scream in pain.

"Oh, shut the fuck up!" Falling Streak yelled, walking over to them. He looked at both babies wailing in pain, and he decided to start with the girl.

Without hesitation, Falling Streak picked up Pumpkin Cake, ripped off her diaper, and, with all the strength he could muster, shoved his penis into her tiny crotch as hard as he could, forcing himself deep inside her, without mercy. There was a sound as something inside of the baby broke, and still, Falling Streak forced himself deeper into her. He was tearing up her insides, tearing them badly, and blood began to drip out of her pussy that Falling Streak's stallionhood was still penetrating. He forced himself even deeper inside the baby, feeling his penis tear through more things. The baby stopped screaming and began choking, and blood began to dribble from her mouth. Pound Cake watched this the whole time through tear-filled eyes, and although he didn't know what was happening, he began to scream louder.

Falling Streak was finally balls-deep in Pumpkin Cake, and was thrusting in and out, shaking the baby like a rag doll. He felt himself cum into her body, then he pulled the baby off his penis, dripping more semen and blood onto the floor, then threw the baby as hard as he could. Pumpkin Cake smashed into the wall, there was the sound of more bones breaking, and she fell to the floor, leaving a huge bloody splat on the wall where she had hit. Falling Streak walked over to the feebly moving baby, picked her up, took a careful aim lowering his head, and thrust forward. His horn went into Pumpkin Cake's mouth, and with a lot of forcing and effort, finally made the tip pierce out the back of her neck, he then wrenched his head sideways, pulling out his horn and nearly tearing the baby's head in half, such was the force that Falling Streak removed it. His face was red with blood that the baby had coughed onto him.

Falling Streak threw the dead baby out into the hallway, and turned to the other baby, Pound Cake, who was still screaming. Falling Streak used his magic to pick up Pound Cake, and threw him up into the ceiling head-first. The baby's skull split open with a sickening crunching sound, blood came down like rain, and the baby fell to the floor in a lifeless heap.

Using his magic, Falling Streak carried the baby out into the hall, and threw him down the stairs with brutal force. Bones broke and pieced through skin and blood spattered, and the dead baby landed downstairs near Mr. Cake, who gave a groan as he saw his son.

Falling Streak arrived at the foot of the stairs several moments later, holding his knife, stepping on the dead baby as hard as he could, breaking the corpse's back. He stepped in front of Mr. Cake who was still pinned to the wall by his hoof. Mr. Cake looked up in fear, as Falling Streak brought the knife down, slashing across his one good eye in a quick motion. Blood and fluid began to run down the intact side of Mr. Cake's face, and, blinded, he screamed.

"Shut up!" Falling Streak hissed. "Someone outside will hear you!"

Falling Streak kicked Mr. Cake in the face as hard as he could, right in the mouth. Blood and teeth fell out of Mr. Cake's mouth, and Falling Streak kicked him in the ribs over and over until he heard several crack.

"I'm done with you!" Falling Streak shouted, picked up a knife, and slit Mr. Cake's throat. Mr. Cake began choking, and Falling Streak reached down with his hooves and tore the wound open, enjoying the wet sound of tearing muscle. Blood sprayed in a horizontal fountain from the huge open wound due to the torn artery; the inside of Mr. Cake's throat was visible and shreds of skin and muscle hung down. Falling Streak then crawled on top of Mr. Cake and thrust his penis into Mr. Cake's cut throat and and pushed as hard as he could. He released, amazingly, another load of cum into the pony's throat, and a sticky dark-pinkish mix of blood and semen sprayed from Mr. Cake's mouth, getting all over the floor and Falling Streak's body. Falling Streak forced himself deeper and deeper inside of the wound, and he felt his dick sliding up Mr. Cake's throat, until the tip came out the back and into Mr. Cake's mouth, listening to the pony gag weakly.

Falling Streak pulled his member out of Mr. Cake's throat, and stared at him. Mr. Cake struggled a little more, choking on blood and semen, then he was still.

Falling Streak, covered in blood and body fluids, grinned. Feeling more happy than he ever had, he went to the back of Sugarcube Corner to escape from the back window, and continue his slaughter.

Chapter 1: Bloody Beginnings

CHAPTER 1: "BLOODY BEGINNINGS"

There was a bucket of water out behind Sugarcube Corner, and Falling Streak used it to clean the mess off himself as best as he could, though there were still streaks of red on his body. When he was done with that, he stood still there for a moment, wondering where to go next. He thought of Canterlot, which his mind told him was the capitol of Equestria, but he didn't want to go there just yet- he would need an army first, and needed to gain much more power. That was his biggest mistake last time, he knew, going too fast, killing too many ponies but not draining their power for himself to become stronger, and he needed something to do in the meantime. Suddenly, a thought popped into his head and he grinned. Home. Back where his daughter and wife were. He could have so much fun with them- then he could continue.

Falling Streak began to head in the direction of his home, keeping in the shadows behind buildings, because he still hadn't managed to get quite all of the gore off of him.

In a few minutes, Falling Streak had reached his house again. He stared at it from across the street, behind the bush where he was hiding. His daughter and his wife would be up by now. This was going to be good.

***

Autumn Breeze was Falling Streak's wife. She was an earth pony with a red, flowing mane and a yellow-brown coat and golden eyes. Her cutie mark was three red leaves blowing in the wind.

Upstairs was Brushstroke, Autumn Breeze's and Falling Streak's daughter. She was a teenage unicorn with a yellow mane, a light green coat, and violet eyes. Her cutie mark was a paint brush not too different from Falling Streak's; she had seemed to have had inherited her talent from her father.

Autumn Breeze had just gotten done cleaning up after breakfast and was now headed into the living room to relax a little bit when she heard the front door open. She looked confusedly at the opening to the living room as the sound of footsteps neared; who could that be? She looked as Falling Streak entered the room. Traces of crimson were on his coat and in his mane, but Autumn had no idea what they were from.

"Dear?" she asked in confusion. "I thought you had to leave for the day."

Falling Streak didn't answer, he just stepped forward some more. Autumn thought she saw a glint of red in his eyes.

"Falling? Falling, what's wrong, honey?"

Falling Streak snarled and responded to her with a blast of black energy from his horn which hit her right under her throat. Autumn was blasted across the room, and she smashed into the wall hard with a startled cry of pain. Falling Streak thought he heard bones break.

Autumn struggled to get up, her legs shaking. She tried to yell, but could only manage a gasp. Falling Streak advanced on her, and she tried to back away. Falling Streak got close enough to her, and before Autumn could do anything, he kicked her hard in the jaw, mercilessly. Autumn fell back down, blood dripping out of her mouth.

"What's going on down there?" Brushstroke's voice suddenly came from upstairs. "Mom? Is everything ok? I thought I heard something heavy fall or something."

"Everything's fine, sweetie!" Falling Streak called. "That was just me!"

"Dad?" came Brushstroke's confused voice from upstairs. "Aren't you supposed to be at work?"

"I'm... taking the day off," Falling Streak called back. "Work's been murder lately."

"Oh. Ok," Brushstroke said. "I'll be down in a few minutes to see you! I'm almost done with this picture I'm working on."

"That won't be necessary," Falling Streak said out loud to himself, smiling. "I'll go up and see you..."

Falling Streak went into the back room of the house where he knew some rope was kept. He levitated the rope and used his magic to divide it into four long pieces, and he went back into the front room where Autumn Breeze was just barely stirring on the floor. He used his magic and used a piece of rope, which wrapped around Autumn's hind legs, tying them together, and another piece of rope which tied Autumn's front hooves together.

Leaving Autumn tied up in the living room, Falling Streak trotted into the kitchen and levitated a large, serrated knife into the air, which followed him as he walked back out.

When Falling Streak got into the living room again, he used his magic to pick up Autumn Breeze and the two remaining peices of rope. Now, in addition with the knife, he was also levitating his wife and the two last pieces of rope. Smiling, still levitating the stuff, he turned to go upstairs.

***

Brushstroke was in her room, painting on a large easel, when she heard hoofsteps coming up the stairs. She turned as her dad, Falling Streak stepped into the doorway. Brushstroke was about to say hi, when a split second after he had stepped into the doorway, Falling Streak fired a blast of energy from his horn at his daughter. Brushstroke screamed in surprise and by instinct, dove out of the way just in time. The bolt hit the painting that Brushstroke was working on, knocking it over and blasting a hole through it.

"Damn it, stop moving!" Falling Streak yelled. He fired off another bolt, and this time, it hit Brushstroke who was flung into the wall and she fell unconscious to the ground. Falling Streak quickly used his magic and tied Brushstroke's front hooves together with the rope, and did the same with her hind legs.

Done tying up his daughter, Falling Streak went over to her with the knife and began to cut through her horn. When the blade neared the center of the horn, blood began to come out. In several minutes, Brushstroke's horn was off and blood was trickling down her face.

Falling streak stared down at his unconscious daughter and stirring wife.

"I normally would rape you, but I seem to be... Out for now..."

His eyes suddenly fell on Brushstroke's severed horn, and an idea popped into his head. Smiling, he used his magic, untying the ropes on his wife's hind legs. Done with that, he used his magic, spreading apart the hind legs of his wife before levitating the horn and leveling it with her crotch. With one thought, the horn thrust into his wife, who gave a started cry and woke, but Falling Streak was already levitating a small can of paint, which flew into Autumn's mouth and muffled her cries.

As Falling Streak's magic continued to violently thrust Brushstroke's horn in and out of his wife, he turned to Brushstroke herself, still lying unconscious. He undid the ropes on her hind legs as well, and lowered his head down to her marehood. Starting off slow, he began to lick his daughter's pussy, and within a few moments, she was very wet. She gave a soft moan as Falling Streak continued to eat her out. He stopped.

"You may like this now... But I promise you won't when you wake up..."

Falling Streak thought for a moment. He did want her awake for this. It was barely fun while she was sleeping.

Leaning down, Falling Streak smacked Brushstroke's face with his hoof hard, drawing blood, but the mare didn't awaken. He frowned.

There must be something else I could try...

An idea suddenly popped into his head, and he stood over his daughter until his crotch was right above her face. Without a second thought, Falling Streak pissed right in her face, aiming for the mouth.

Brushstroke's face got drenched in the warm, yellow liquid, and she began coughing as some of it ran down her throat, and she finally began to stir. Falling Streak backed off and stared at her, drops of his pee still running down her face as she awoke, still coughing.

Satisfied with that, Falling Streak turned away from her to his wife, who was now attempting to scream through the paint can lodged in her mouth. The horn that was still thrusting deep into her body before pulling out was now red, and a pool of blood and vaginal fluids had sunk into the carpet under her crotch.

Falling Streak used his magic, giving the horn one last final push into his wife, before pulling it out again. Dark blood squirted from Autumn's vagina for a good three seconds before the stream slowed to a drip.

Falling Streak turned back to his daughter, who still looked groggy, but looked about ready to scream, nevertheless. He quickly shoved a paint can into her mouth like he had done with his wife, before pushing her over next to his wife, and spoke.

With a grin, he said, "We are going to have some last family fun together. But then I must leave. Thanks to the mind of this pony, I know where the main city of this land is. And I'm going there next. But not before I make you both scream."

***

Later that morning, a crowd of ponies were gathered around Sugarcube Corner, wondering why there were Royal Guards there, blocking the entrance. They found out why in a few seconds. Four other Royal Guards came out of the store, each levitating a bag- two large ones and two small ones. Some liquid leaked lazily out of one of the large bags and dripped onto the ground. Nearby, a Royal Guard was trying and failing to comfort a completely hysterical Pinkie Pie, who had been the first to enter the shop that morning.

"Excuse me!" a voice suddenly shouted at the back of the curious crowd. "Excuse me, pardon me, coming through!"

The crowd parted, still talking, and Princess Twilight Sparkle came walking up to the entrance. She looked alarmed as she saw Pinkie Pie some distance away with another Royal Guard, bawling her eyes out, and as she passed the Royal Guards levitating the bags, her eyes widened, and hurried up to one of the Guards at the entrance.

"What the hay happened here?" she demanded.

"Princess! I'm sorry we did not send for you," the Guard replied. "Your dragon found your friend Pinkie Pie this morning, managed to tell him what he had found, and he sent for us right away. The Cakes... The Cakes have been..."

"Yes?" Twilight said, although judging from what she had seen, she was pretty sure she already knew the answer.

"The Cakes have been murdered, your Highness," the guard finished, looking down.

Twilight had been expecting that, but even so, her insides ran cold, and she suddenly felt like she couldn't breathe that well.

"Murdered?" she whispered. "But... How? That never happens in Ponyville..."

"It happened," the Guard told her grimly.

"Let me inside," Twilight said, headed for the door. The guard stopped her gently with a hoof.

"I wouldn't go in there, Princess," he told her. "They still haven't finished cleaning up the... mess."

As if to prove his point, the door suddenly flung open, and another Royal Guard rushed out, nearly mowing over Twilight, before heading to a nearby bush and throwing up.

Twilight stared at the guard with yellow sick still dripping from his mouth with her jaw hung. She turned back to the Guard at the entrance.

"Didn't you remove... the bodies?"

The Guard nodded.

"Those were the bodies you passed... But whoever did this didn't do it... cleanly... there's still a lot of stuff left over."

Twilight thought for a moment.

"Does Celestia know about this?"

The Guard shook his head.

"The letter your dragon sent was sent directly to us, which is good. If he had sent it to the Princess, it would've taken longer to respond."

"The Princess must be notified of this immediately," Twilight ordered. "When you go back to Canterlot, inform her at once. If I find Spike, I'll have him send a letter to her."

The Guard nodded and ran through the crowd of ponies, over to a Pegasi-driven carriage where the four bodies were being loaded in the back.

Twilight stepped back, staring at the building.

Who could've done such a thing? she thought. Who would be sick enough to do this?

***

Autumn and Brushstroke couldn't scream, even though Falling Streak had removed the paint cans from their mouths. They couldn't scream because Falling Streak had taken some of their glass dishes, shattered them, shoved the glass into their mouths, and then had proceeded to hit them in the face repeatedly with his hoof until their faces were huge bloody messes, shards of glass sticking out from their shredded cheeks. Both mares were coughing up blood because of the glass bits they had swallowed.

Falling Streak looked down at the two mares, lying helpless on the ground, with blood running down their ruined faces and soaking into the carpet.

"Don't worry, I'm almost done with you," he promised.

Using his magic, Falling Streak levitated Brushstroke into the air while also using his magic to take most of the bloody shards of glass out of her mouth. Then, grinning, he shoved each little peice of glass into Brushstroke's vagina, one at a time. All the mare could do was let out a small painful gurgle.

Falling Streak brought his daughter right up to him, them using his front hoof, hit her glass-filled crotch as hard as he could, over and over again, turning the inside of Brushstroke's hind legs an ugly shade of red as the blood ran down.

He watched this sight for a few moments before letting her crumple to the ground.

"Well, this has been very fun," Falling Streak told them, "but I really must go now."

With those words said, Falling Streak leaned down to his daughter and touched his horn against her head. Brushstroke gave another gurgle as her life drained from her body, right into Falling Streak's, who instantly felt himself grow stronger as his daughter grew weaker. In a few seconds, she was dead, all of her life's essence drained from her body.

Falling Streak turned to his wife.

"I would do the same for you, dear, but I was hoping to give you something special."

Autumn could only struggle weakly as Falling Streak carried her over to the staircase. He levitated her body halfway down, and laid her on her back on the stair halfway from the bottom. He then used his magic and stuck her head in between the two rails, so her head was sticking out above the living room below. She was too weak to try and pull back.

Satisfied, Falling Streak went into his and his wife's bedroom and levitated their small but heavy white painted bookshelf up into the air. Taking it back over to the staircase, Falling Streak held it up to the ceiling, positioning it right above the spot where Autumn's head stuck out through the railing.

Grinning in anticipation, Falling Streak let the bookshelf drop. It fell right down onto Autumn's upturned face, effectively tearing her head off and landing right on top of it with a loud THUD in the living room below, decorating the walls with flecks of blood and brain matter. A huge dark pool of liquid seeped out from under the bookshelf, sinking into the carpet.

Falling Streak heard the sound of liquid pattering down onto something, and looked down the staircase. He could clearly see the stump of Autumn's neck, with muscle and skin hanging down from it. Blood was pouring from the stump at a steady rate, falling like rain onto the top of the bookshelf that had decapitated her, and Falling Streak saw the blood standing out dark red against the white painted top, spreading out in a pool until it reached the edges of the bookshelf where it began to drip onto the carpet.

Laughing in delight at how well his plan had worked, Falling Streak went downstairs, stepping over the body along the way, and went over into the kitchen to get washed up.

When he was finally done with that, he left the house out the back, out to go find more ponies. He needed to become much stronger- and he needed to build an army.

***

Princess Celestia was on her throne, reading the letter that had just been sent to her, when a Royal Guard entered the Throne Room.

"Your Highness," he said, trotting up before you and bowing. "I come at the request of Princess Twilight Sparkle. She wishes to let you know that today in Ponyville, there have been four, very brutal killings."

Celestia looked up from the letter, her expression grim.

"I am aware of the situation, I received this letter from Twilight only a few minutes ago. She said she would've said something sooner, but could not find Spike."

"Well, then, what are we going to do about this, princess?" the guard asked. "Such a crime must not go unnoticed and unpunished."

Celestia thought for a moment, and after several seconds, she spoke.

"Go find your captain and tell him to get the detective Truth Tracker. Take eight other guards with you. Find out who killed those ponies, and bring them in... Kill them if necessary. They sound like they could be extremely dangerous."

"At once, princess," the guard said, bowing again. "Is that all?"

"Be careful," Celestia told him.

The guard bowed once more, turned, and left the throne room, right as Princess Luna entered.

"Something troubles you, sister?" she asked as she neared Celestia.

Celestia gave Luna the letter she had received.

"Something is off about this whole situation," Celestia said as Luna read the letter. "I have a very bad feeling about this whole thing. I have a feeling we are going to find out what soon."

***

Falling Streak looked at the four ponies in the front yard of their house. Two of them stood at attention, their eyes glowing yellow. The other two were dead, with all their essence of life drained out of them and into Falling Streak, who felt a lot stronger.

"Go hide in the Everfree until I come to get you," Falling Streak ordered the two Corrupted ponies. "We can't have anyone discover this army that I am building."

The two Corrupted ponies nodded obediently, turned, and trotted out of the front yard down the road.

Falling Streak watched the two ponies head out towards the forest before turning to the two dead ones.

"I'm sorry I couldn't have fun with you before I killed you," he told the two corpses, "but I'm on a tight schedule."

Falling Streak levitated the two bodies back up to the house and through the front door, where hopefully, they would not be discovered for awhile.

Falling Streak turned back to face the road, thinking. It was clear to him that he needed to go find more ponies, both to become stronger and build his army, but he was concerned about the new threats that his mind told him about- the alicorn princesses. One of them, his mind told him, lived in this very town- her name was Twilight Sparkle, who had only recently became a princess. Falling Streak had no idea what she was capable of, but he was sure of one thing- he was not strong enough to face her yet. All the same, it wouldn't hurt to pay her a visit right now- he would turn up as a curious, friendly visitor, looking for a book to read.

He thought about it more, and decided yes, it was as good of a plan as any, and it was the only way he could find out more about her.

"Looks like I got a little more work to do," Falling Streak told himself. He walked out onto the road and turned to go in the direction of Twilight's library.

Chapter 2: Slight Change of Plans

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Chapter 3: The Siege of Canterlot

CHAPTER 3: "THE SIEGE OF CANTERLOT"

"Are... are they all gone yet, Angel?" Fluttershy's timid voice came out from behind the chair. "No more changelings?"

It had been dead silent outside for fifteen minutes, and only now did Fluttershy have the courage to say something.

Angel, her pet bunny, went over to the window, cautiously peeked out, and then went back over to Fluttershy, nodding.

"Oh, thank goodness!" she said, getting out from behind the chair and stretching her legs. "I just hope the others are all okay."

There was suddenly a loud knock on the door, and Fluttershy screamed and darted back behind the chair.

"Fluttershy?" a muffled, scared, yet familiar, voice called. "Fluttershy? It's me, Applejack. Ya there?"

"Oh, it's just Applejack!" Fluttershy said to herself with her voice shaking. She ran over to the door and opened it to let her friend inside.

Applejack trotted into Fluttershy's cottage, and it was clear that the mare was not there for a normal chat. She had a large cut on the right side of her cheek, and blood had streamed down her face. She also walked with a slight limp, like one of her front legs was hurt. It was her eyes, however, that looked the most disturbing; they were filled with the dark shadow of horror.

"Ah just got here," Applejack said, as she followed Fluttershy into the living room. "Gosh darn changelings tried to take me an' Granny Smith away. There were quite a few, an' ah just barely held 'em off. Good thing the farm is on the outside of town, or there would've been a lot more to deal with. Ah- ah saw them swarm Ponyville in the distance. Ain't nothin' I could've done about it."

"Oh, goodness," Fluttershy said in a worried voice. "It's a good thing you all are okay!"

Applejack nearly choked when she said those words.

"Not all of us," she said, bowing her head. "Apple Bloom and Big Mac have been missin' ever since the attack. They were in town when it happened. Ah came over to see if you were okay... And to see if maybe you could help find 'em."

"Of course I will, Applejack!" Fluttershy replied. "Anything to help a friend."

A minute later, the two ponies headed off for downtown Ponyville, both glancing at the sky constantly in case the changelings decided to make a return. They saw none, however.

When they entered Ponyville, the whole town was eerily silent. No ponies were out on the street, the street which was now covered with glass from the windows of buildings that had been broken into.

"Let's head to Twilight's library," Applejack said, breaking the silence. "She must be able to help us."

The two friends turned in the direction of the library, which was nearby, and they reached it in a few minutes.

Applejack knocked on the door with her hoof, and after a few seconds, it opened just a crack. A pair of eyes peeked out, and after seeing who it was, the door opened all the way.

"Come inside, quickly!" Twilight said. "They might come back."

Entering the library, Applejack and Fluttershy were relieved to see that their other friends, Pinkie Pie, Rarity, and Rainbow Dash had made it there already. There was also-

"Apple Bloom!" Applejack shouted, running over to hug your sister. "Ah- ah thought-"

"It's okay, Applejack," Apple Bloom said, trying not to sob. "It's okay, ah'm fine."

"Ah hate to ask... but have ya seen Big Mac around by any chance?"

Apple Bloom shook her head, which was the response Applejack was expecting, but it still hurt her nevertheless.

"Ah'm sure he's fine," Applejack said out loud. "He's a strong stallion. He can take care of himself."

But her voice sounded unsure even to her own ears.

"Listen, everypony," Twilight spoke up. She looked around at them all: her friends, the Cutie Mark Crusaders, and Spike. The atmosphere was not a happy one; never had she seen her friends look so grim before.

"We've obviously got a big problem on our hooves. Spike has already sent a letter to the princess to let her know of the situation. In the mean time, we should all stay here. It's not safe to go outside, in case they come back."

They all looked at each other and nodded, silently agreeing.

"Good... all that's left to do is wait for a reply from Celestia."

***

Falling Streak led the hundreds of Corrupted ponies into the train station and walked right on through. The pony in the ticket booth looked at Falling Streak, leading the ponies with yellow eyes behind him, and was about to speak up, when Falling Streak turned his head, and fired a bolt of energy through the glass. The bolt would've knocked out a pony normally, but with the life force of hundreds of other ponies inside of Falling Streak, the bolt completely blew the pony's head apart, painting the back wall of the booth with a huge about of blood and bone shards which dripped down the wall. Smiling, Falling Streak led the other Corrupted out onto the train platform.

There were about thirty other ponies on the platform waiting for the train to arrive, and they were silently surrounded before they were even aware of what was happening. Falling Streak teleported up onto the roof, his horn glowed, and within seconds, the other ponies on the platform were Corrupted.

"Look up here!" Falling Streak shouted down at them all. "I want all of the pegasi to fly ahead of us to Canterlot. Do not make yourselves known, and do not attack until we arrive. We will take the train to Canterlot, and we will all attack as one."

As if on cue, a train appeared on the horizon from the opposite direction, getting closer and closer to the station with every second.

"Go, now!" he shouted. "We will be with you shortly."

All of the Corrupted pegasi flew up into the air, and headed off in the direction of Canterlot, visible in the distance upon the mountain.

Falling Streak teleported back down onto the platform.

"As for the rest of us," he said, "we're going to give the ponies on that train one hay of a surprise when they reach us..."

***

Princess Celestia and Princess Luna sat in the throne room of Canterlot castle and finished reading the letter from Twilight with grim expressions on their faces.

"Chrysalis... she must have returned," Celestia murmured to herself.

"If she has returned, she will be weak, sister," Luna said. "She won't be able to do something like last time."

"That's what I'm worried about," Celestia said, shaking her head. "What if it's not Chrysalis that's behind all of this?"

"Why would it not be?" Luna inquired. "The letter clearly says the attack was by changelings."

"The changelings are a large group, an army," Celestia said. "They need somepony to be led by. And if their queen is gone, it is quite possible they could be following somepony else now."

"Well... What are we going to do then, sister?" Luna asked.

Celestia closed her eyes, thinking hard, and after a moment, she opened them again.

"I am going to send a legion of royal guards into Ponyville," she declared. "The town needs protection in case they are attacked again, and those missing ponies need to be found. I will also write back to Twilight and tell her and her friends to stay put until I have figured some things out."

***

Falling Streak and the hundreds of Corrupted ponies were now on the train headed towards Canterlot. It was extremely crowded, and the walls still dripped blood of the dozens of ponies who had been unlucky enough to arrive at the station at that time. Most of the ponies that had been on the train had been torn apart by the Corrupted ponies, and the few survivors had their life forces drained from them by Falling Streak, to make him even stronger, or else Corrupted.

At the front of the train, Falling Streak stood next to the now-Corrupted train conductor.

"How much longer until we reach Canterlot?" he asked.

"About two hours or so," the conductor replied. "We'll get there as fast as we can."

Falling Streak smiled.

"Nothing, nothing is going to stop me this time."

He thought of Princess Twilight, and those crystals she had that had beaten him so long before. He was a little nervous about facing those again, but he knew that he could easily win when Twilight and the five other mysterious ponies would show up to fight him. He already had a plan.

***

Princess Celestia supervised the hundreds of royal guards outside of the castle who were loading themselves into the carriages to be flown off to Ponyville. One of the captains came up to talk to her.

"Don't worry, your Highness. We will find out what happened to those ponies and stop the changelings."

"I'm counting on you," Celestia told him. "Hundreds are missing. You need to get them back. We haven't had an attack of this magnitude for quite some time."

"Don't worry," the guard repeated. "We will find them. We will get them back."

The guard captain turned away to help supervise the other royal guards loading themselves into the carriages. Nearby, even more royal guards were getting ready to go, putting on armor, and collecting spears to take.

After a few more minutes, after the first few carriages had left and Celestia was pretty sure things would finish off smoothly, she turned and trotted back into the castle, wandering the halls, going nowhere in particular. She still had a bad feeling about the whole situation. Something just wasn't right about this, and it wasn't just the fact that it had been such a weird day- murder in the morning, and then mass abduction. It was the fact that something about the two seemed too perfect, too connected.

What is going on here? She thought to herself. What is happening today?

***

As the train got closer and closer to Canterlot, Falling Streak did his best to force his way through the hundreds of Corrupted ponies that filled the train, making sure they all were ready for what they had to do. Some of the ponies were covered with blood from the massacre earlier, and he did his best to clear it off of them. After he was done with that, he forced himself back up to the front of the train with the conductor.

"Just two more minutes until we reach Canterlot," the conductor informed him.

"Good..." Falling Streak said, licking his lips in anticipation. "Very good."

He silently did his best to count off the remaining seconds in his head, and eventually heard the conductor pull the brake to stop the train.

Falling Streak opened his eyes. He heard voices outside, ponies at the train station waiting to get on the train.

"Go out and tell them that their ride is cancelled," Falling Streak ordered the conductor. "Tell them the train will leave in another two hours.

The conductor nodded obediently, and went over to the door of the train and stepped out. After a few minutes, he returned.

"Some of them were extremely unhappy," he informed Falling Streak, "but they all have left the platform."

"Good," Falling Streak said. "Now we can unload all of these ponies."

***

Strange things sometimes happened in Canterlot, but to the citizens walking along the street, this was definitely a first: A massive group of several hundred ponies all trotting along the main road in unison, all with glowing yellow eyes except the leader, a blue unicorn. They were all approaching the castle, just visible ahead.

As the group neared the courtyard gates, two royal guards stepped off the side of the street, right in front of Falling Streak.

"You are about to enter a restricted area," the guard informed him sternly. "I'm going to have to ask you for you and your group to turn back now."

While he was talking, the second guard suddenly noticed the eyes of the ponies behind the leader, all glowing yellow.

"Uh-" the second guard started, raising his spear.

At that moment, Falling Streak's horn glowed, and the first guard was lifted into the air. A moment later, his body split right down the middle and his body turned inside out, dumping bone shards, guts, and half-digested food in the area where he had just been standing. The second guard charged at Falling Streak with his spear, but several Corrupted unicorns at the front of the group unleashed bolts of energy, and the combined attack blew several holes through the guard's side, throwing off his attack and flinging him aside where he died quickly in a pool of blood.

Several Canterlot citizens witnessed the attack, and they began screaming and running away, but Falling Streak had already stepped past the corpses of the two guards and led his group up to the courtyard gates. The castle would be first, the rest of the town would be later.

***

As Princess Celestia witnessed the second guard die from the telescope from one of the castle towers, she immediately turned, and teleported into a different room of the castle, where several of the royal guards had been taking a break. She went over to one of the captains.

"Flash! We are under attack. I need you and your men to get to the courtyard right now!"

Flash Sentry stood up.

"Princess, we are low on guards. We sent many of them to Ponyville. How many should I take?"

Horrified, Celestia remembered...

"Take whoever we have left," Celestia said. "I want every guard in this castle down there!"

"Of course, Princess," Flash Sentry said. He nodded at the other guards in the room who stood up and followed him as he ran from the room.

Done with that, Celestia teleported back to the throne room, where Princess Luna was.

"Sister, what is wrong?" Luna asked, seeing the expression on Celestia's face.

"The castle is under attack," Celestia replied. "And we have only limited guards to defend the castle."

"It can't be that bad," Luna reasoned. "I doubt they will make it far."

Celestia bowed her head.

"You did not see what I saw. There was a unicorn leading them. And the two guards outside the courtyard walls... he... he killed one so easily. He didn't even have to try. He looked like he was using very powerful magic."

"Surely not as strong as our own magic. We will be able to beat him."

"I hope so," Celestia said quietly. "I hope so."

***

It took a few minutes to break through the magically reinforced gate, but once Falling Streak did, walking through the courtyard itself was easy. There had been four guards near the gate as he broke through, but their limbs were torn from their bodies as they ran at him, and he laughed.

As Falling Streak approached the entrance which led into the castle on the far side of the courtyard, the doors opened, and hundreds of royal guards, with pointed spears and horns crackling with energy, charged through the courtyard at the intruders, and within seconds, a full-scale battle was raging. Royal guards fought with deadly force against the Corrupted ponies, who were using equally deadly force back, and limbs were getting blown off, blood was spraying from broken arteries, and bodies were quickly littering the ground.

None of the guards could get close to Falling Streak, of course, who obliterated them with ease as they approached. Several stray bolts of energy hit him in the side, but they didn't even make him stagger, and he laughed, feeling the power running through him.

For another few minutes, the battle seemed pretty fair, as the royal guards could not force the Corrupted ponies to retreat, while the Corrupted ponies showed no signs of backing down. And that's when the changelings and Corrupted pegasi ponies began to rain from the sky, dropping onto unsuspecting guards, killing them with ease.

They landed not only in the courtyard, but all around the castle, on the castle towers, and entered, while the royal guards in the courtyard were being beaten.

Falling Streak ran through the battle, nodding at some of the Corrupted ponies to follow him, as the remaining royal guards were being forced to retreat back into the castle, hopelessly outnumbered. A spear from a royal guard hit Falling Streak in the temple, but it simply shattered against it, and Falling Streak turned with his horn glowing, and a second later, the guard's lungs along with a ton of blood flew from his mouth.

Laughing, Falling Streak motioned at several dozen more Corrupted ponies and changelings near the back of the battle to follow him, and then turned, sent a bolt of energy flying at one of the outside castle walls, and blew a hole in it.

The group of Corrupted ponies followed Falling Streak through the hole in the wall, and they found themselves in a hallway. Two royal guards were in the hallway, and Falling Streak hurled them into the wall three times and let the bodies drop. Listening closely, Falling Streak could hear the sounds of battle coming from other parts of the castle from the Corrupted ponies and changelings that had already broken in.

"We need to find the throne room," Falling Streak murmured. "That is the main goal."

***

Flash Sentry was covered with blood, along with most of the other royal guards, as they were forced back into the castle, still fighting. The spear he held was stained red up to halfway down the handle, and again and again, the spear jabbed forward, just barely managing to hold off the evil ponies which advanced on him. Left and right, guards fell, and left and right, more of the strange yellow-eyed ponies fell, but it was clear that they were winning.

"Keep holding them off!" Flash Sentry said. "I'm going to make sure the princesses are okay."

He doubted any of the guards heard him or even noticed him for that matter, but he still turned and forced his way back through them, leaving the battle behind.

Flash Sentry rushed for the throne room, doing his best to hold onto his spear, and as he turned down a hallway, he saw three dead royal guards with their throats torn out. A huge amount of blood had spread from their corpses, forming into one big crimson puddle on the hard floor. Standing behind the dead guards were two changelings, who bared their teeth at him.

Flash backed off, wary, as the changelings advanced towards him, not even bothering to go around the blood puddle. He raised his spear, and just in time too, one of the changelings flew at him, and he batted the creature aside into the wall, but the other one was right there to take it's place. The changeling dodged the spear that Flash thrust at it, and flew right into him, knocking him into the ground.

The changeling flew into the air right above Flash and prepared to go in for the kill. Flash, barely in time, managed to raise his spear and thrust it upwards, causing the changeling to fly right onto it. The creature gagged and coughed up a huge amount of blood right on Flash Sentry's face, but the captain stood back up and wrenched the spear from the body.

The second changeling was about to get up, having recovered from being hit into the wall, and that was when Flash Sentry drove his spear through the thing's head. He wrenched it out hard, breaking the corpse's neck as he did so, and shaken, continued on towards the throne room.

After a few more minutes, Flash had discovered more bodies of changelings, Corrupted ponies, and guards alike, but nothing else alive. He quickly reached the throne room, and was surprised to see several dozen alive guards out in the large area where the door to the throne room was, apparently, the big battle had not reached this part of the castle yet, but he could definitely hear it getting closer and closer with each passing minute. He silently stood with the guards waiting outside the closed door of the throne room, waited for his destiny.

***

If these royal guards were anything, it was loyal, Falling Streak thought as him and the Corrupted ponies fought a group of one in a hallway. They were clearly outnumbered, and they fought to the very end.

Falling Streak and his small group had been making steady progress through the castle, and the few royal guards that they had run into had already cost him about half of his group of Corrupted ponies and changelings.

Falling Streak could still hear the big battle raging somewhere in the castle, he knew that would be over soon though, as the royal guards were hopelessly outnumbered. As if that thought was a cue, he heard the noise start to die down slightly. The guards were all being beaten.

As Falling continued to lead what was left of his group in search for the throne room, he turned down a hallway- and there it was, a large open area of the castle, and right there, the doors to the throne room, guarded by twenty-five royal guards.

Falling Streak smiled as the two groups stared at each other.

"I have nothing left to say," Falling Streak said to his group. "Kill all of them."

As the little group of changelings and Corrupted ponies ran at the group of guards, Falling Streak used his magic to pull a changeling back.

"You stay with me," he told the changeling. "I have a special plan for you..."

This time, it was the guards who outnumbered what was left of Falling Streak's group, but they did put up a good fight. After managing to kill ten of the royal guards, the rest of Falling Streak's group was put down, except for the changeling that Falling Streak kept behind, and Falling Streak himself.

One of the guards, with blue hair and an orange coat, turned to the others.

"Finish them off," he said.

The changeling flew up into the air at a nod from Falling Streak, and all of the guards rushed at Falling Streak with spears and horns glowing with energy. Falling Streak used his magic to fling five of the guards up into the high ceiling where they crumpled back down, quite dead. Several spears shattered upon contact with Falling Streak's body, who levitated the blades and used them to slash the throats of two guards and then bury them in the heads of two more. For the last five attackers, Falling Streak unleashed a beam of energy, which sliced through them, and dropped them in pieces to the ground.

Falling Streak turned and smiled at the very last royal guard with the blue mane and orange coat, who was staring at the bloody slaughter with his mouth hanging open. A second later, he regained composure, held his spear, and charged at Falling Streak with a desperate cry.

With an amused smile, Falling Streak allowed the pegasus to ram the spear right into his face where it simply shattered upon contact. Falling Streak then levitated the guard right up to him so they are face-to-face.

"You really do have heart," Falling Streak told him. "I'll give you that. Who might you be? You look different from most of the others."

The pegasus glared.

"I'm Flash Sentry. And you?"

"I'm Falling Streak," the unicorn said with a laugh. "Well, I wasn't this morning, but I appear to be now."

"I hope you burn in Tartarus for what you've done," Flash Sentry hissed at him.

Falling Streak only responded to that with a laugh.

"I already, have, foal! For about three thousand years. You can't expect me to go back so soon, now, can you?"

Flash Sentry spit right in Falling Streak's face.

"You, my little foal, are far too troublesome for your own good," Falling Streak said angrily. With those words, he raised his front hoof, and thrust it forward as hard as he could. His hoof went right through Flash Sentry's head, splitting it completely in half and painting his brains all over his back. Falling Streak let the body fall, where a huge amount of blood began to spread out from what was left of the captain's head.

"Now that that is over with..."

Falling Streak motioned to the changeling he had kept behind and told him the plan he had for storming the throne room. By the time he was done, what was left of Falling Streak's army had finally arrived, covered in blood and gore. They had taken heavy losses, but the battle was nearly won. All that was left was the throne room.

***

It was silent inside of the throne room, and no noise could be heard coming from outside, due to the sound-proofed doors that had been added for when discussing sensitive diplomatic material in the throne room.

"I do admit I'm getting a bit nervous," Luna said to Celestia. "It's been awhile since any of the guards came in to update us. But the last time one of the captains checked in, he said that the situation was under control and that we were not needed."

"I hope that's true," Celestia said worriedly. "I still want to go and view their progress myself."

"If we hear nothing from the guards in the next fifteen minutes, we shall," Luna assured her.

Almost before Luna was done finishing her sentence, the doors to the throne room suddenly were blown off their hinges. As the smoke cleared, a unicorn with violet eyes, a blue coat, and a lighter blue mane with streaks of white in it, came running in, horn glowing, running right at Celestia. At that moment, perhaps a dozen other Corrupted ponies ran in as well and charged at Luna.

Both princesses acted instantly with perfect timing. Celestia sent a deadly beam of energy at the lead attacker, frying him instantly. His bones dropped to the ground and a wisp of smoke, almost like a spirit, drifted up towards the ceiling. Luna used her magic to fling her attackers into the wall, where they dropped, motionless. And then it was over.

For a few moments, both princesses stood, just staring at the unconscious bodies, and the pile of charred bones that had once been a unicorn.

"I can't believe they made it all the way to the throne room," Celestia murmured to herself. The guards must have had a harder time than we thought."

Luna nodded in agreement.

"At least it is over now, sister," she said. "We've won."

"At what cost though?" Celestia sighed. "I can't imagine the rest of the guards are in too good of shape after that battle."

"Remember, you sent a lot of them to Ponyville. There are still many left."

"Still though," Celestia said. "I'm sure many that were here have fallen."

"Let's go take a look at the damage," Luna suggested. "We shall go down to the courtyard, where the battle began."

Celestia nodded in agreement, and both princesses walked out of the throne room. They were instantly greeted by the unpleasant sight of several dead ponies, changelings, and royal guards. One of the guards, Celestia noticed, was Flash Sentry, who had only been recently promoted to captain.

Turning away from the gruesome scene, the two sisters began walking through the castle, heading for the front of it. They went through many hallways, and were always greeted with more bodies, and occasionally, only parts of bodies. It was eerily silent in the castle, and they didn't run into any royal guards that were still alive.

By the time the sisters reached the courtyard, both of them had blood on the bottom of their hooves, such was the amount of bodies that they passed. But when they went out into the courtyard itself, it was clear that some of the fiercest fighting had taken place out here. Several hundred bodies and countless numbers of body parts and insides were lying everywhere.

Both Celestia and Luna were so busy staring at the scene in horror, neither of them noticed the blue unicorn that appeared right above them, and a minute later, Falling Streak landed heavily on Celestia's back, laughing. Luna, shocked as she was, still immediately turned and released a stream of energy, intending to obliterate the unicorn, but the unicorn, with incredible strength, wrenched Celestia sideways, and Luna's attack slammed right into Celestia's side, hurling her to the ground, where Falling Streak fell off her back.

Luna gasped at what she had done, and was about to shout an apology, but Falling Streak used Celestia's feebly moving body for cover, and sent his own stream of energy into Luna's face, momentarily blinding the alicorn and making her fall backwards. A second later, more Corrupted pegasi flew down from the castle rooftop and on top of Luna, holding her down with some difficulty.

Quickly, Falling Streak turned back to the feebly moving Celestia, smiled, and began to drain the life force and power from her body. He gasped as the incredible amount of power flowed from Celestia and into him, and he laughed crazily as he lifted into the air, still draining the alicorn's life away. This was true power; and never had he felt so much of it.

Just before Celestia's life force drained completely away, he stopped, leaving the nearly dead alicorn on the ground, and turned to Luna, just as she used a blast of energy to fling the Corrupted ponies off of her, but it was already too late, and with a single bolt of energy, Luna was flung back down to the ground, helpless once again, and Falling Streak began to drain her power as well.

"You see, you two!" he shouted in crazy happiness as more and more power flowed into his body. "There is nopony in the land that can stop me! Not only do I have the life force and power of hundreds of normal ponies, but also, the life force and power of two immortal alicorns!"

Falling Streak did the same thing with Luna as he did with Celestia, and drained her life force until she was nearly dead, but not quite. He then looked down at his new victims with new, almost unimaginable power flowing through his body, and smiled cruelly at them.

"I'm not going to kill you two, if that's what you're worried about. I probably should, because you were disappointingly easy to beat, but I will repress the urge. In fact, I was thinking about sending you both on a little trip- maybe to the moon, perhaps?

Both princess's eyes widened in horror at the words, but there was nothing they could do as a beam of bright light surrounded the two princesses, which then beamed up towards the sky, right at the moon. A second later, it was gone, along with the two princesses.

For a few moments, Falling Streak simply stared at the moon in wonder, trying to imagine the two princesses up there, before finally turning away. He still wasn't done yet. He needed to do something to let the whole land know that Canterlot had fallen. Once he had done that, he could lure the ponies who possessed those deadly crystals straight to him, and finish them off, and then finally, finally, his takeover of Equestria would be complete.

Falling Streak pointed his horn at the sky, and moments later, dark storm clouds, visible for miles and miles, gathered in the sky above Canterlot castle. If that wasn't a good way to send a message that something was wrong, he didn't know what was. Smiling, he motioned to the Corrupted ponies, and they followed him as he went back inside the castle to wait for his guests.

Chapter 4: Scattered

CHAPTER 4: "SCATTERED"

It was later that afternoon when Twilight and her friends stood at the window of the library, still watching the dozens of royal guards patrol outside in the streets. They were the only ponies out there, as all of the others had taken shelter indoors in case the changelings decided to return again.

After awhile, Twilight turned away from the windows, looking troubled.

"I'm surprised Princess Celestia hasn't written me back yet. She told me in her last letter that she would."

"Now, don't you be gettin' all paranoid, sugarcube," Applejack told her. "The day's not over yet. I'm sure she'll write back soon. She must be busy, with all that's goin' on."

"I guess," Twilight replied uncertainly. "It isn't like her to keep me waiting though."

There was suddenly a loud knock on the door, and the three Cutie Mark Crusaders, who had been sitting on the library floor nervously talking to each other, all screamed in unison.

"Princess Twilight?" a muffled male voice called from behind the door.

"It's one of the guards," Twilight said.

Twilight's horn glowed, and the front door of the library swung open to reveal a royal guard with a grim look on his face. He bowed upon seeing Twilight.

"I am sorry to bother you, princess, but I think you may want to come have a look at this."

As Twilight and her friends stepped outside of the treehouse, the guard motioned with his hoof off in the distance, to the mountain where Canterlot was located. There, up on the distant mountain, was Canterlot. And around the giant castle, clearly visible though it was so far away, was a ring of black storm clouds, swirling around the castle roof.

Rainbow Dash frowned, looking at the strange clouds.

"Something's up. I've never seen a weather pattern like that. And I really doubt that the Cloudsdale pegasi would schedule something like that...

"Look at it..." Applejack said. "It's only above the castle."

Twilight stared at the cloud a moment longer, a feeling of horror building up inside of her at the sight.

"We need to get to Canterlot. Now. Something is terribly wrong."

"Do you know what's going on?" the royal guard asked uncertainly.

"No," Twilight answered him, "but I'm sure it's bad. Celestia and Luna are probably in trouble, which would explain why Celestia didn't write back to me earlier. We need to get to Canterlot."

"Do you need us to go along?" the guard asked.

"No. I need the guards in Ponyville in case the changelings return. The attack earlier may even be connected to all of this somehow."

"Princess, with all due respect, I highly suggest you at least take a few of us. You don't know what you'll find up there."

Twilight though about it.

"Six," she said at last. "We'll need you to fly us up to the castle, anyways."

The guard nodded.

"I'll prepare a carriage."

***

Falling Streak trotted through the blood-stained hallways of Canterlot Castle as he waited for his guests to arrive, constantly stepping over bodies and body parts that littered the floor. After awhile, he made his way up to a large balcony where the fighting had not reached, and stepped outside, staring at the sun in the sky, the realization that he had finally won, that he was in control, hit for the very first time. He began laughing as he stared into the sky, the most powerful pony who had ever lived, the power of two alicorn princesses and hundreds of other ponies running through him along with the thought that he could raise the sun and moon whenever he pleased.

"I'm glad you find this funny, but to be honest, I don't think this is any laughing matter," a voice suddenly spoke from behind Falling Streak.

Startled, Falling Streak turned around, only to see a bizarre creature staring at him. The creature's head was sort of pony-like. On top of his head was a deer antler on the right and a goat horn on the left. One long fang protruded out of his mouth. Both of his yellow eyes were slightly different sizes. He had the tongue of a snake, the beard of a goat, and white bushy eyebrows. His right arm was of a lion, and the left was the claw of an eagle. His right leg was a lizard's, and his left leg was a goat's. He also had two wings on his back, one of a bat and the other of a Pegasus. His tail was dragon-like, and his body was long and thin, resembling that of a snake.

"Who... Who the hell are you?" Falling Streak asked cautiously.

"Me?" the creature asked, pretending to be insulted. "How do you not know who I am? I'm Discord."

"Discord..."

Falling Streak searched his memory.

"I've heard stories about you."

"Well, at least you've heard of me," Discord said. "Now tell me, where can I find my good friends, Celestia and Luna?"

Falling Streak grinned.

"On the moon."

"Ah," said Discord. "You see, here's the problem with that. A nice pony named Fluttershy once did something to me... what was the word... Oh, yes, 'reformed' me, and I'm afraid for banishing two princesses, I'm going to have to take you back where you belong."

With a snap of Discord's claws, chains suddenly appeared on Falling Streak's legs and tightened, causing him to nearly fall over.

Falling Streak stared at Discord in surprise.

"I though you were a villain."

"Change of plans, you know," Discord said in a bored voice. "Now, where was I? Oh, yes-"

Falling Streak's horn glowed, and the chains on his legs flew off into the air and violently exploded, showering Discord with sharp shards of metal.

Discord stared in shock at Falling Streak, who now looked mad.

"Those chains should've stopped you from using magic," Discord stuttered. "How did you do that?"

"Do you know who I am!" Falling Streak shouted furiously. "I'm insulted that you thought your petty magic trick would work on me! I am the most powerful unicorn in existence! I possess the power of two of your alicorn princesses, plus I don't even know how many other ponies! How do you think I was strong enough to get the two princesses to the moon in the first place!"

"Hmmm..." Discord said. "Perhaps I should've thought this through."

Discord snapped his claws, intending to disappear, but Falling Streak's horn glowed and he didn't move.

"I don't think you're going anywhere," Falling Streak said calmly.

With a flash of light, Discord was suddenly hurled back into the wall next to the opening out on the balcony, and Falling Streak was rewarded with the sound of crunching bones.

As Discord stood up again, in obvious pain, Falling Streak levitated the bits of metal from the exploded chains into the air, and hurled them at Discord. Discord snapped in time to prevent most of the metal from hitting him, but he was weak, and some struck him in the face and body, drawing blood.

Falling Streak unleashed a stream of energy at Discord, blowing off the lion arm. Discord unleashed an unearthly scream of pain and slumped to the ground.

Standing over his fallen enemy, Falling Streak thought.

"You're really powerful. Almost as powerful as Celestia herself, I'd say. However, I'm now stronger than anypony, or any... thing. I think I'm going to steal your power, too. You can never be too powerful, am I right?"

Discord snapped his claws suddenly, and Falling Streak gasped in surprise as a pink cloud appeared above his head, and struck him right in the face with purple lightning. While the bolt didn't even do a bit of visible damage, it distracted him long enough for Discord to snap once again, turning part of balcony that Falling Streak was standing on into a trap door.

Despite the huge amount of pain Discord was in, he managed to grin.

"Oh dear, I guess you can't fly, can you?"

The trap door opened, and Falling Streak fell through the bottom of the high balcony and disappeared from sight. After a couple of seconds, Discord heard the dull thud as the unicorn hit the ground far below.

Discord stood back up, clutching the place where his lion arm had once been with his claws. He was in terrible pain, and blood had ran out of the charred stump, coating nearly an entire side of his body.

Stumbling back into the castle through the opening out to the balcony, Discord knew what he had to do. He had to escape, as he doubted that the strange unicorn he had dropped from the balcony was dead, and if what the unicorn said was true about putting Celestia and Luna on the moon, Equestria was in danger. He had to escape, he had to go warn Fluttershy, warn Twilight-

There was a flash of light from a behind Discord, and he turned around in time to see the unicorn he had dropped appear behind him. The unicorn was grinning.

"Now, Discord, you couldn't have possibly have thought it would be that easy."

"Oh, I didn't. But I'm rather disappointed you got back up here so quickly."

"Yes, I've been causing a lot of trouble lately. Unfortunately, I'm going to have to kill you now. But you have been a worthy opponent, I'll admit- and by that, I meant you actually put up a fight, unlike the two princesses."

Discord tried to snap his claws again, but a stream of energy knocked him to the ground before he could.

Falling Streak stood right over the helpless Discord, grinning in anticipation, and his horn glowed, and all of Discord's life energy and power began to flow into Falling Streak. It was only when Discord was on the very brink of death when Falling Streak stopped, gathered energy in his horn, and blew Discord's head off, spraying the floor behind the neck stump with brains, blood, and bits of bone. Discord's two yellow eyes both shot off in different directions, still attached to the nerves. Blood spurted out of the stump of neck where Discord's head once rested, and gradually slowed, flowing a good distance across the castle floor, carrying bits of brain as it did.

***

The carriage was flying off in the direction of Canterlot castle, carried by four Pegasi royal guards. It was almost at its destination. Inside the carriage were two more royal guards- unicorns- and Twilight and her friends. Twilight had made all of her friends put on their Elements of Harmony before leaving, just in case.

"What do you think we will find there?" Rarity asked anxiously. "Do you think it's Discord again?"

"If it is," Twilight said grimly, "he knows what's coming to him."

"I have a really bad feeling about this, guys," Pinkie spoke up.

Twilight looked at her, concerned.

"Pinkie Senses?"

Pinkie shook her head, confused.

"I don't know what it is!" she said. "It's just a bad feeling. I don't think we should've gone here today."

The last sentence chilled them all, but Twilight spoke up.

"We have to though, Pinkie. Something bad's happened. I... I think something happened to Celestia. That's probably why she didn't answer my letters."

"I know... I just have a feeling we're going to regret-"

"We're here," one of the guards interrupted, looking out the window of the carriage. A second after he said those words, they all felt the carriage touch ground as the four Pegasi landed it.

Stepping out of the carriage, Twilight and her friends saw that they had landed in front of the gates at the castle which were wide open. Everything was gloomy due to the massive swirling cloud above them, making it feel more like early evening than afternoon, and giving the day an ominous tone to it.

All around stood citizens of Canterlot, all looking scared, but none had dared to venture part the castle gate.

Twilight and her friends hadn't looked through the gate yet to see what was beyond in the courtyard, yet they watched the four Pegasi get their spears out of the back.

"Stay back, everypony," one of the unicorn guards called out to the worried crowd. "We'll handle this. No one is allowed past these gates."

At those words, the crowd began muttering.

"Didn't see what we saw-"

"That battle-"

"Have no idea-"

The guards finished getting their weapons out of the carriage, and the group of twelve turned to the gate, and were immediately horrified by what they saw beyond it in the courtyard.

With the crowd watching them, the guards, Twilight, and her friends ran through the castle gate to investigate the carnage, Fluttershy letting a terrified scream as she slipped on the bloody grass and nearly falling over.

The entire courtyard was covered with bodies and body parts. Pools of blood were everywhere, along with insides and pieces of bones. The bodies lying about looked like they had been killed in almost every way possible, from being torn completely apart to stabbed to death, from blown-off heads to getting strangled.

Twilight was the first to speak after a minute.

"L-look at the bodies! Aren't these the same ponies from Ponyville? The ones that the changelings took?"

"They are!" cried Pinkie Pie, her voice unusually high. "I recognize a lot of them!"

"Changelings..." one of the guards muttered, motioning to a dead one that had a spear driven through its head.

"Do ya... do ya think the changelings brought the ponies here and then killed them, along with the guards?" Applejack asked to no one in particular.

"I don't think so," another one of the guards said in a strangled voice. "It... it looks like the ponies and changelings fought together..."

"How could this happen though!" Rarity gasped. "How could the changelings make all the ponies they took fight for them?"

"Remember what Chrysalis did to my brother?" Twilight asked. "Maybe she's behind this. Maybe she put a spell on all of the ponies. But even so, this doesn't make sense... The changelings feed off of love, and yet... They helped the ponies... Kill all of the guards..."

"Maybe... We should go back and get the rest of the guards," Fluttershy suggested weakly, then, unable to take the sight of the gore any longer, turned and threw up. The sight of the vomit, along with the sight of slaughter, was too much for Rainbow Dash and Rarity, who also threw up.

"There's no time to get the rest of the guards," said Twilight, who although was badly shaken, managed to hold in her breakfast. "We need to get to the bottom of this now, before it's too late."

Of course, it may be too late already, she thought in her head, but didn't speak out loud.

The royal guards turned to Twilight.

"Princess Twilight, with Celestia and Luna missing in action, you are the highest-ranking one here. What should we do first?"

"We need to find out whoever was responsible for this," Twilight said immediately. "We search the castle first, in case they decided to stick around."

A cold voice suddenly called out from the far side of the courtyard.

"Oh there's no need to look, I'm afraid. I'm right here."

The group of twelve turned, startled, and saw a blue unicorn with purple eyes advancing towards them. The unicorn was not even bothering to avoid the bodies or pools of blood. As he got closer, Twilight was both startled and sickened to see that the unicorn was the same one who had visited the library that morning.

"You!" she shouted. "Stand back, girls-"

"We'll take care of this, Princess," one of the royal guards said, the six of them stepping in front of Twilight and her friends. "This is our duty."

The unicorn turned to the gates to the courtyard and his horn glowed, and suddenly, the grass along the perimeter thickened and stretched up high into the air, the blades curling around each other, blocking the view of the ponies outside of the fence and at the gate.

"This is going to get messy," the unicorn said thoughtfully. "And I believe those ponies have already seen enough for one day."

"I know who you are!" Pinkie Pie suddenly shouted, trying to peek around the royal guards. "You're Falling Streak!"

The unicorn named Falling Streak chuckled.

"Indeed I am, but at the same time... I'm also not. But I do find it impressive that you remember that."

"This has gone on long enough," one of the unicorn guards said. "Give yourself up now, or we will put you down. And after seeing everything you've done, we would not have a problem putting you down."

Falling Streak laughed and continued to slowly advance towards the group of twelve, and that's when both unicorn guards gathered energy in their horns and fired it at Falling Streak. Falling Streak met the two beams of energy in midair with a single beam of his own, however, and the energy from the royal guards were forced right back into their own horns at a deadly speed, blowing their heads off.

Rarity, who was close to one of the guards, was instantly sprayed with flecks of blood and brains, screamed, and frantically tried to wipe the mess off of her white coat.

One guard's body fell towards Fluttershy, who was hit directly in the face with a spurt of blood from the guard's neck stump, and she let out a high-pitched scream and threw up again.

At that exact moment, before Twilight could stop them, the four remaining unicorn guards ran at Falling Streak, leveling their spears at their enemy. Before they could reach him, though, the unicorn's horn glowed, and one royal guard's veins were torn right out of his body through the surface of his skin. Blood sprayed in all directions and his mutilated body fell.

The remaining three royal guards made contact with Falling Streak just a second later, but their spears shattered upon contact with the unicorn's body.

"Good try," Falling Streak said, but not good enough."

One royal guard was lifted into the air, and Falling Streak shoved a hoof through his chest, pushing his mangled heart out of his back. The guard coughed up thick red blood all over himself before he dropped.

The last two guards were lifted into the air, along with two large splinters of wood from their spears. The splinters of wood jabbed each guard in the right eye before they could close them, right in the pupil, and were forced deeper. Blood and juices ran out of the wounds as their right eyes began to crumple from the pressure of the splinters and they screamed. Falling Streak forced them deeper into their eyes, and now blood and jelly was running like tears down their faces, and with one last magical push, the two guards convulsed and died as the splinters entered their brains.

All of this had happened so fast, Twilight and her friends hadn't had time to react, and now Falling Streak turned to them.

"So," he said in a conversational tone as if nothing had happened. "You wanna stop me? Be my guests."

"We end this now, girls!" Twilight shouted, afraid but also determined. "What this monster has started, we are going to put a stop to! Positions!"

Falling Streak didn't show the slightest sign of fear as the six ponies lined up, their crystals around their necks- the same crystals that had banished the demon so long ago. He was ready this time. He wouldn't be banished again.

"Now!" Twilight shouted. The alicorn's horn glowed, and her eyes began glowing, and the six ponies lifted up into the air.

Now, Falling Streak thought to himself and his horn glowed.

Twilight and her friends were about to unleash the stream of rainbow energy upon the evil unicorn when Twilight noticed his horn glowing, and noticed his magic floating around her and her friends. Seized with sudden terror, she shouted.

"Do it now! Now! He's going to teleport us!"

Before the stream of energy could be released to obliterate Falling Streak, there was a bright flash as the six ponies vanished, having been teleported elsewhere. Standing in the sudden silence below the black swirling cloud in the courtyard, Falling Streak laughed.