Shadow of an Empire

by Next Gen Wonderbolt

Rating: teen
Tags: Dark, Alternate Universe, Adventure, Crossover
Length: 7622

When the Crystal Empire is in danger of one of the most dangerous creatures known. The Mane 6 must band together and embark on a Journey that will test everything.

The Heartless, one of the most dangerous creatures ever known. No pony dares to fight them or go near them, but what happens when the Crystal Empire is in danger of them? The Mane 6 must come together again to save the Crystal Empire from the darkness that surrounds it. This journey will test everything and everyone.

Published 1970-01-01 00:00:00 UTC
Last updated 2013-09-19 03:02:24 UTC

Prologue

When the Crystal Empire returned, so did King Sombra. He was thought to be the only danger hidden in the ice surrounding the long lost city. He wasn't, there is yet another enemy that could bring the entire world of Equestria to it's knees.

That enemy is the Heartless, ruthless monster that are formed from the darkness in one's heart. They're skin is pitch black and they have 2 arms and legs along with a pair of paralyzing yellow eyes. They wield unsurpassed strength, and are lighting fast and can appear out of nowhere. The last time the Heartless were unleashed, Celestia used the Elements of Harmony to seal them away in the ice cap, long after the events of Sombra and Nightmare Moon. As the story of the Heartless was passed down, more and more ponies began thinking that it was just an old pony's tale, meant to scare little fillies into behaving themselves.

But the danger is all too real, and we begin now here, just outside the Crystal Empire in the arctic circle surrounding it. A lone white stallion was wearing a scarf and goggles and was trudging through the snow on his usual patrol. He had a blue mane and bore a shield with a six pointed star inside and three more stars above. He was a unicorn and held many titles, such as prince, captain, and BBBFF. He was known as Shining Armor, captain of the royal guard, and co-ruler of the Crystal Empire. The harsh blizzard made temperatures dangerously low, and obscured most of his vision.  After Sombra's return had nearly destroyed the Empire a second time, Shining Armor took it upon himself to perform regular patrol's around the barren wasteland, residing outside his kingdom.

He looked around a bit scanning the area for any sign of trouble. After seeing nothing at first, He decided to continue when something caught his eye. It was very faint but he could just make out a gas of some kind. It appeared to be smoke, but what could possibly be burning out here? The temperature was too cold for any kind of heat to be obtained without the use of a spell.

Having his curiosity piqued, Shining Armor made his way over to the mysterious smoke. The crunching of the snow his only companion besides the howling wind torturing his exposed fur and ears. He stumbled a few times from the fatigue starting to seep in, but he continued wanting to have some proof that it was nothing threatening.

Shining Armor came up on the Smoke and saw where it was emanating from, a tiny crack in the ice. The wind shifted a bit and some of the smoke was blown into Shining's face, suffocating him with it's toxic scent. Shining Armor pulled away with haste, coughing from how foul the gas was.

It's not smoke, it feels...evil. Like the embodiment of fear and darkness itself. What in Celestia's name is this?

Shining Armor regained his composure and cautiously made his way over to the smoke once more in an attempt to discover it's source. He swept away some of the snow with his hoof, further lowering his body temperature. As he cleared more of the snow from the spot, he noticed something black in the snow. He moved away more snow using his levitation and put it aside to get a better view.

What he saw made his heart stop.

There, beneath the ice, and the source of the satanic fog, was a Heartless. The legend's and stories were true, he had thought they were fake until now. Shining Armor's eyes grew wide with fear as he gazed upon the creature, it's beady yellow eyes staring back at him, the blackness of it's body making his blood run cold and his mind freeze up with fear. Time had appeared to stop as Shining realized the severity of the situation at hand. He was looking at the deadliest, and most evil creature known to ponies. Then the beast blinked it's eyes.

And all hell broke loose.

The Heartless shattered the ice with incredible force knocking Shining Armor back 10 feet from his position and burying him in snow and ice shards. Shining Armor immediately shot up, his instincts taking over as he fired up a spell to defend against the Heartless. Unfortunately the beast saw the attack coming and sidestepped the attack, launching a counterattack slash and nailing Shining right in the side, sending him flying a good 8 feet back. Shining felt his bones crack and his muscles strain from the blow. But it didn't matter now, the adrenaline coursing through his veins giving him all the strength he needed to hold his own against the demon.

The Heartless lunged forward again swiping with his hands, his claws trying to grip the stallion's body and attack. Shining Armor prepared himself this time and put up a protective spell, which did little good as the Heartless still managed to penetrate it and strike him square in the face. Shining Armor knew he was in grave danger, not only was the battle tiring enough, but the sheer cold was sapping his energy like a leech, slowly draining him and killing him from the inside. He started to feel blood trickling from his nose onto his muzzle. The pain intensifying with each passing second.

The Heartless, seeing his prey weak, lurched forward with such speed and agility that you wouldn't have been able to see him with the naked eye. He started his rapid succession of attacks aiming each one at a different part of the unicorn's body. The pale stallion was being torn apart from the inside, each blow taking it's toll as he grew weaker and weaker. The Heartless ended the assault with a quick jab straight into his chest, winding him and knocking him flat on his back. He started sputtering and coughing up blood, the red liquid staining the pure white snow beneath him. The Heartless twitched a little before slowly walking to his victim.

Shining Armor was down for the count, he was absolutely helpless as the monstrosity approached him, preparing to finish him off.

No! I...will not...lose or...give in! I have to escape! Shining Armor thought for a moment, time was of the essence and then it hit him.

A teleportation spell! It's my only hope.

Shining Armor summoned every last ounce of strength his body would muster and prepared for his escape. The Heartless was now mere inches away from him, getting one last good look at it's opponent before lifting it's hands up and preparing to strike.

With mere milliseconds to spare, there was a flash of light and the Heartless slammed it's hands down on the spot where the white stallion was laying. The sound of the impact slightly muffled by the howling wind still going strong. There was a significant dent in the ice where the beast had struck and it looked around for any hint of the unicorn warrior. With no sign of him, the Heartless turned around and began heading back to it's resting place. Shining Armor had not discovered one Heartless, but a whole horde of them! The lone Heartless's eyes rested upon it's commrades still encased by their frozen prison. Without warning the Heartless started beating the ice, in an attempt to free them. He slammed the ground with a force powerful enough to destroy an entire building, each strike shattering more and more of the icy prison.

Finally he struck gold as one of the other Heartless hidden away blinked their eyes, then another, and another, and another! Until the whole horde was moving and struggling to free themselves! The ice had finally shattered, unleashing the spawn of the devil himself upon the world. The pitch black horde gazed around for a moment before all of their eyes rested upon a glowing city in amongst the dark shroud of snow and shadowy clouds. They all started migrating towards their first destination, the first in a chain of terror and fear. The Crystal Empire.

As the Heartless were gathering outside for an attack, something of the upmost importance was going on within the castle walls as well. In the throne room was Princess Mi Amore Cadenza, or Princess Cadence as she would prefer. But enough with the formalities, on with the story.

Princess Cadence was sitting in the throne room with a very bored expression on her face. She had one hoof on the arm of the chair and was using it as a head rest, rocking her legs back and forth wishing for something interesting to happen. She awaited her husband's return from patrol, she had expected him to come back with the usual 'everything checks out.' or 'Nothing's wrong'. What she didn't expect was him to teleport onto the rug with cuts and bruises, coughing up blood and shouting 'The Heartless' over and over again in rapid succession.

The rosy alicorn was shocked for a moment before sprinting to her husband's side and supporting him firing questions at him left and right.

"Oh my gosh, Shining are you alright?!" Cadence then mentally facehoofed

Of course he's not alright you fool! He looks like he just had a fight with a dragon!

Shining Armor stood up and wobbled a bit before falling and leaning of his wife's shoulders for support. He frantically searched for the strength to warn the Princess of the impending danger.

"Cadence..."

Cadence immediately looked at the stallion with pleading eyes, full of worry, concern, and fear.

"What is it Shining!? Who did this to you?"

Shining Armor felt his strength fading, he was losing consciousness fast, and was quickly succumbing to hypothermia. He muttered one word that made Cadence freeze up and terror fill her mind.

"Heartless..." Shining Armor fainted and went limp against his support pony.

Cadence's blood ran colder than the snow outside, her eyes dilating and her body shaking from pure terror and fear. She had heard the rumors and about how terrifying they were, but she never thought she would ever have to deal with them herself! She wasn't prepared for this! The alicorn then started processing the things she would need to do for today.

Warn Celestia about the demons that had been unleashed

Prepare the Empire and the guards for the impending battle.

Help Shining Armor recover

and 4. Alert Twilight and the elements Asap.

Cadence called over one of the guards and barked orders at him.

"Guard send a letter to my Aunt telling her that the Heartless have been reawakened, get somepony to help Shining here, and Alert Twilight and her friends telling them I need them to come to the empire right away!"

The guard raised his hoof in confirmation and replied hastily "Anything else Ma'am!"

Cadence nodded and gave the guard a look that he'll never forget.

"Prepare youselves. War is coming with all it's glory, and all it's horror. We need to be prepared."

"Yes Ma'am!" The guard then pulled a 180 degree spin and galloped off to fulfill his assigned tasks.

Cadence then sighed heavily and muttered something under her breath.

"May Celestia help us all..."

Chapter 1

Princess Celestia was sitting in her throne room going through the day's work. There were letters describing all sorts of problems all over. Fillydelphia had another parasprite infestation, Appleloosa's night time raids, and it looks like the Griffons are causing trouble, again. Celestia sighed knowing that today would be a very long day. The white alicorn gazed at the murals that stained the windows. A warm smile grew on her face as her eyes rested upon the one of Twilight and her friends defeating Nightmare Moon, and returning her sister to her former self. A lone tear of happiness escaped her eye as she reminisced on the memory. She continued to gaze at the artwork, from when Twilight had defeated Discord, to when Spike had given the Crystal Heart to Cadence and helped defeat Sombra.

Her memories were interrupted though, by a messenger pony bursting through the door. He was sweating and was panting heavily, as though he had just sprinted here from halfway across Canterlot. The pony collasped onto his forlegs and held a lone letter in his hoof. It had a fancy heart design on it, which could only belong to her niece residing in the Crystal Empire. Celestia was confused for a minute. She started putting heavy thought into what was going on.

Why is the messenger panting? If it couldn't be thatimportant, right?

The alicorn was still in thought until she was dragged out by the pony who still hadn't delivered his letter. He was wheezing and gasping between words.

"Princess, letter...urgent."

The moment the word urgent left the earth pony's mouth, the letter was immediately taken from his hand and was ripped open and unfolded before the Princess' eyes. She unfolded the letter and quickly began scanning the words for any hint of a problem. Her reaction was the same of both Shining armor and Cadence's. The letter fell out of her grasp and floated the floor, swaying back and forth until it landed gently on the floor. Th Princess could have been mistaken for a statue she was so still. Two words stood out out of that whole ensemble of words,

Heartless, awoken.

It couldn't have been true, it just wasn't possible! The Heartless were defeated, she had made sure to keep them encased in ice! How in Tartarus had they been awoken!? Unless...

When the Crystal Empire returned! The amount of evil and darkness in Sombra's heart was immense! That must have awoken the Heartless, Sombra was like a buffet to them! The destruction and losses would be too great. Just then Luna trotted in wearing a small smile as she was enjoying her day. When she saw her sister however, the smile faded and she became worried.

"Sister, what has happened that has you are dumbstruck?"

When her sister gave no response what so ever, Luna became very worried and walked up to her sibling, inspecting her lifeless body, She noticed Celesia's eyes were resting on a spot on the ground and followed her gaze to the letter. Enveloping the document in a navy blue aura, the indigo alicorn started reading the letter.

Dear Auntie Celestia,

It's happened, the legends and rumor's are true. The unthinkable has happened. The Heartless are real! They attacked Shining Armor and I fear that they are also heading for the Crystal Empire. I have a feeling that you know who or what they are and I need your help now more than ever! I cannot protect my citizens from a threat that I have neither seen nor encountered before! I fear that Judgement Day is upon Equestria. We don't know how they were awoken but it happened. Please send Twilight and her friends. Please!

Sincererly, Cadence

Luna was a bit confused at first before the memory of her sister telling her of the struggle that ensued when the Heartless were last seen. She was shaking in her hooves, not daring to move wishing that this was all and elaborate prank. But it wasn't a prank. Luna was damn well determined to prove that it was a dream, resorting to pinching herself in an attempt to wake up from a dream that never was.

Celestia remained motionless until she heard an ear piercing screech directly in front of her. She shook her head and put her hooves to her ears trying to muffle the sound. She had both eyes clenched shut and refused to open them. But as the screaming went on she peeked at the source and what she saw broke her heart. Broke would be an understatement though, what she saw shattered her heart. There in front of her was her sister, she was spraying tears and constantly pinching herself and running her hooves rapidly and wildly through her mane screaming.

"WAKE UP! WAKE UP!"

The alicorn princess decided to stop sitting on her butt and do comfort her sister. She walked over and went for an embrace, but her sister beat her to it. Luna lunged and embraced her sister, staining the pure white fur with tears. Celestia was on the verge of tears as well but managed to keep them back,

I must stay strong. For Lulu.

Luna didn't open her eyes at all and asked her sister the most frightening question .

"Tia, is...is it r-r-really h-happening? This isn't some nightmare?"

Luna looked up at her sister and opened her eyes, revealing the plead of fright. As much as Celestia was tempted to say yes to spare her sister the pain as well as to spare herself the pain of seeing her sister like this. But it would pain her more should she lie to her and have Luna not only scorn her for lying but live in fear of the Heartless.

"Luna, I'm afraid that this is no dream." Luna dove right back into her sister's chest, the second dam of tears flowing freely now. Celestia continued the embrace trying to comfort her sister. They stayed like that for a good amount of time, neither wanting to return to the dark world they resided in. Celestia knew it was time to prepare and deal with this threat to Equestria. She had protected it before right? She gained some confidence as she thought of her achievements over the forces of dark and evil.

I've defeated Discord, Nightmare Moon, Sombra and the Heartless. I was their for my people and was able to protect them! And I'll be damned if I can't do it this time!

Celestia's face grew determined and she felt a new surge of strength, Pulling out of the hug and leaving a curious Luna in her wake, she grabbed a quill and a scroll and began writing swiftly, the ink flowing like a river forming words on the page. Luna had dried her tears and walked over to investigate the sudden action.

"Sister, who are you writing to?"

Celestia didn't look up to her sister until after she had finished writing, dotting the final sentence and rolling it up and tying it placing her signature seal on the scroll and sending it on it's way in a puff of green smoke.

She turned to her sister and gave a tiny smile and calmly stated

"To an old friend."

Luna's face grew into a confused look as she mentally questioned her sister's response before she realized who she was writing to.

"Let us hope she isn't too busy studying to help our cause."

Celestia let out a small chuckle at the dark blue alicorn's remark. But one thought plagued her. One that sent shivers down her spine and brought terror wherever it went,

Judgement Day is upon us...

With the alicorn sister's preparing to engage the situation at hand, and with the Crystal Empire having it's own preparations, the heroes, or heroines of the story, were going along with their daily routine's. The story now heads to the hectic town of Ponyville. Our destination of choice, the local library and home to the princess of Friendship herself, and not to mention savior of Equestria, Twilight Sparkle.

The lavender mare was an alicorn as well with her cutie mark bieng a six-pointed star surrounded by 5 other stars. She had a indigo mane with a lone magenta stripe running down. She is also the element of magic, living with her surrogate dragon brother, Spike. The day's work was slow and no pony really seemed to visit the library lest they miss out on the sunny weather, as ironic as that is considering the day's events. Most ponies were either inside relaxing or outside enjoying the sunny weather. Twilight had finished reshelving the books in her spare time and was relieved to finally be done, letting out a sigh of relief that she was done.

"There! All finished, now I can just relax and enjoy the rest of the afternoon, in peace." Twilight settled onto the couch and stretched out getting comfortable for a well deserved nap. That was until a certain dragon burst through the front door looking like he was in fear for his life.

"Twilight! The Princess sent a letter! She said it's urgent, that there's a crisis!" Spike searched frantically for the mare in question,, his gaze resting on the alicorn on the face down on the floor.

Spike looked at her, scratching his head in confusion as he tried to comprehend why his surrogate sister was on the floor.

"Uh, Twilight, why are you sniffing the floor?"

His response was a groan from the mare on the floor supposedly attempting to get a scent from the wooden floor.

Twilight sighed and got up dusted herself off and gave Spike an annoyed look.

"Spike, why did you come bursting in here?! What in the hay was so important that you couldn't knock first?"

Her answer wasn't heard but seen as Spike hesitantly lifted the letter up to Twilight's view. Twilight's eyes dilated as she realized it was a letter from the princess.

" A letter from the princess? What could she need?" As Twilight unraveled the scroll and started reading it she immediately sprung forward and grabbed Spike by the shoulders, shouting commands at him.

"Spike! Get our friends together and meet me at the train station stat! I'll bring the elements and get the tickets, you get everyone together!"

"Yes ma'am!" Spike then rushed out the door at breakneck speed rushing to gather the bearers.

Twilight started grabbing everything she thought she would need, packing only the Elements and two medical books for safe measure. Her mind going a mile a minute trying to process what her eyes had just registered.

What kind of crisis could be so severe that the princess couldn't handle it herself?!

Twilight pushed the thought aside for the time being and continued her frantic gathering before dashing out the door the momentum closing the door behind her. She was about to break into a full gallop before she stopped herself real quick and turned back towards the library door. She lifted the welcome mat which revealed a key. Twilight inserted the key into the door and locked it tight.

Better safe then sorry

Continuing her race for the train station she pulled a 180 and began galloping towards the station which was a few blocks away.

With Twilight getting the supplies, Spike headed for the nearest building which was Sugarcube Corner, home to the party mare herself and element of laughter, Pinkie Pie. Spiked shoved the doors to the shop open and was met with a tackle from a pink blur.

Spike opened his eyes to see Pinkie standing above him wearing a huge smile on her face. She drew in a breath to begin her world renowned speed conversation but Spike was well aware and put his claw over her mouth before she could speak.

"Pinkie no time! Train station now! Crisis go now!" Pinkie only nodded and in the blink of an eye the pink mare was gone. Spike breathed a sigh of relief and continued to his next stop, Carousel Boutique. Dashing out of the double doors and sprinting down the street until the fort of clothing. With the next stop in sight, Spike dashed forward faster and faster until he reached it.

Spike came upon the clothes shop which housed one of the most known designers, and element of generosity, Rarity. Spike knocked on the door of his crush and waited patiently for it to be answered. The door was opened to reveal the alabaster unicorn. She took notice of Spike almost immediately and proceeded to tussel his spines wearing a warm smile. She spoke with grace and addressed Spike.

"Oh hello my little Spikey-Wikey. What are you doing here darling? Come to help me with my new dress design, I assume?"

Spike shook his head and  replied with the utmost urgency.

"Rarity there's no time to explain! Twilight needs you at the train station now!"

Rarity's smile fell from her face as she realized the seriousness of the situation.

"I'll be there right away! Thank you ,Spike." Rarity then closed the door and galloped past Spike down the street weaving in between alleys obviously taking the backroads to save time. Spike was a little dazed from the sudden speed, but quickly regained his composure and continued the sprint to the next stop, Sweet Apple Acres.

Spike sprinted towards his destination with haste and was already exhausted from everything and all the running. His legs burned with every step, the sun beating down on his head. The adrenaline pulsing through his body saying otherwise. As the farm came into view he could just barely make out 3 ponies by a tree. @ of them being pegasus' and the third being an earth pony.

The first pegasus was a cyan mare with a rainbow mane and tail. The element of loyalty herself, Rainbow Dash. The next pegasus was a yellow pony with a pink mane and tail. The element of kindness, Fluttershy. The last of the trio, was an orange earth pony with a yellow mane and tail both tied up in a ponytail. The element of honesty, Applejack. Spike continued to close the distance between him and the mares picking up on the bickering between Rainbow and AJ.

"Darn it Rainbow! Ah'm tired of ya' nappin in mah trees! If your gonna sleep in 'em, ya' might as well buck'em!

Rainbow rolled her eyes at the farmer and responded

"Take a chill pill Applejack. When your the coolest thing alive, you need to regularly nap so you don't lose your cool. And besides, your trees are the best to sleep in anyway! The leaves are like the perfect pillow!"

Applejack glared at Rainbow ready to fire back a remark when she noticed Spike sprinting towards the group of ponies. She heard him start shouting something at them when he was in range of them.

"Applejack, Rainbow, Fluttershy! Twilight, train station, now!"

The 3 mares exchanged a glance at each other and all the words were spoken. This matter could wait, right now their friend needed them.

Applejack looked at Spike and commanded him

"Spike, hop on my back and I'll get us there lickety split."

Spike nodded in understanding and hopped on. With her passenger secure and her friend waiting, the group sped towards the train station.

Twilight was resting on a bench at the train station, 6 tickets to Canterlot within her grasp. She was waiting for her friends to arrive, wondering what was keeping them.

Where are they? I hope Spike didn't get hurt, or worse! Oh what if-

Her thoughts were cut short by a pink blur tackling her to the ground. He mouth agape in the form of a smile. Her mouth going a mile a minute.

"Heya Twilight! Spike told me that you needed me to come here cause there was a crisis and I was all like 'Let's roll' and I was thinking about what the crisis was! What if the crisis is that Luna's birthday is tomorrow and the princess forgot to stup her birthday party! That would be horrible! If that happened to me I would be all sad and want a nice big happy party to bring me up ya'know! But oh well."

Twilight was slightly annoyed with Pinkie's rude greeting but shook it off and pushed the party mare off here and got to her hooves.

"Well, Pinkie, I don't know what the princess could want or what the crisis is. But I sure hope everything's ok...."

Twilight and Pinkie's conversation was cut short by Rarity's stealthy walk up to them both.

"Well, hello girls. Twilight if I must ask what did the princess want exactly?"

"I don't know, Rarity, the letter just said that there was a crisis and that she needed us right away."

Pinkie took this as her cue to chime in

"Ooooh, sneaky!"

Twilight and Rarity rolled their eyes at Pinkie's antics and were about to continue when the last of the group showed up sweating and panting. Applejack was the first to speak followed closely by Rainbow, and Fluttershy.

"Twilight, we're...here," Applejack was panting heavily and Rainbow piped up speaking hastily

"Yeah, what did the princess want?" Fluttershy decided to add on to Rainbow's question

"And what's the crisis?"

Twilight was about to answer but was cut off by a whistle of the train and the yell of the conductor.

"All aboard! Train to Canterlot is now leaving the station!"

Twilight sighed and answered quickly

"Listen girls, I'll explain on the way but right now here are your tickets." Twilight handed each of them their own ticket and the friends stepped onto the train handing their tickets to the conductor. The group took their seats and prepared themselves for the journey ahead. Little did they know that the journey ahead will be their toughest yet.

The doors to the throne room of the crystal empire were thrown open and the sound echoed off walls. A guard stumbled in, carrying another on his back. Cadence was sitting on her chair awaiting the news. The guard dropped his commrade on the ground and cast his eyes at the ground. Fearing the worst Cadence asked the guard for his report.

"Commander, what happened? Were you able to stop the Heartless?"

The guard shifted his hooves and a lone tear was made visible as it fell to the ground.

"No...we weren't...."

Cadence's face developed a look of sadness and hopeless.

"And, what happened to your friend?"

"He was purged. they found some darkness in his heart and purged it out of him. It was like a replica of him, expect pitch black and yellow eyes were his features. Then he just changed into one of them." The guard was releasing tears now, the memories torturing him to no end.

"Commander, I'm sorry"

The guard nodded in appreciation and turned and left Cadence with the body of the fallen soldier in the middle of the room. His eyes were completely white, his mouth open, and slash marks were claimed his body. Cadence was horrified by the ferocity of the beasts. She looked outside the window and saw storm clouds gathering, trickles of snow falling, staining the roads and buildings.

Cadence said something out loud so only she could hear.

"Twilight, where are you?"

The dark clouds outside shrouding the Heartless gathering outside the doorstep of the Empire, their numbers increasing more and more everyday.

Chapter 2

The train ride to Canterlot was long and very boring, Twilight explained the whole situation to the rest of the ponies.

"So the princess just decided to send ya'll a letter and not even tell ya' what's going on or why she needs us in Canterlot in the first place? Sounds might suspicous if ya' ask me."

The rest of the group nodded in agreement. They had no idea why the princess had called them to Canterlot on such short notice, but they were about to find out. The train screeched to a halt in the station, steam snaking out from underneath the cars. Each of the ponies stepped off the train and gathered their bearings. Twilight was the first off the platform and onto the cobblestone path. Followed closely by Rarity, Pinkie, Applejack, Rainbow, and Fluttershy. They all made sure that each one was here and accounted for. They almost forgot Spike who had fallen asleep on the train, but managed to scramble out at the last minute.

Now, with everyone accounted for, the group began the trek to the castle. Which was interrupted by a chariot flying out of nowhere and landing right in front of them. A lone stallion opened the door and said 2 words.

"Get in."

Confused for a moment Twilight questioned the stallion's intentions.

"Uh, why should we? I mean, it's pretty weird when somepony just lands his chariot next to us and demands we get in!"

The stallion sighed and gave the alicorn a look of frustration and desperation.

"The princess sent me. So, get in. Now."

The newly crowned princess looked at the stallion with bewilderment as to why the princess would send for a mysterious stallion to pick them up. Reluctantly though, Twilight stepped into the carriage and motioned for her friends to do the same. Each one showed some caution as the stepped into the carriage as well, and finally the stallion closed the door once everyone was inside and asked the gentlecolts pulling the carriage to go to the castle. With a hasty take off, they were off heading towards the castle with great speed. Inside the carriage the 7 ponies, and Spike, were all quiet no pony daring to ask the question on every one's mind. But of course it was Applejack who had to know.

"So what's goin' on here? Why did the princess need us, and what's this crisis she's talkin' bout?"

The stallion looked up at Applejack and sighed again. He knew this question would be coming, but he thought the princess would better explain it.

"Well, It would be easier for the princess to explain seeing as she knows more about it than I do. The only thing I know is that-" He gulped rather loudly "-the Heartless have returned."

Rainbow piped up this time attempting to call his bluff.

"But the Heartless is just an old pony's tale! They aren't real!" Twilight looked up at Rainbow.

"That's what they said about Nightmare Moon, and look what happened."

This caused Rainbow to scratch the back of her head and mutter an 'oh right' and every pony laughed a little. The stallion stopped abruptly and everyone else did the same.

"We're here." He swung the door open and allowed the group to get off. They were all right outside the Princess' chambers, Twilight motioned for everyone else to head inside while she thanked him and turned to go.

"Good Luck!"

The alicorn turned around to acknowledge him, but found the space where he had been was vacant. Shrugging it off, she headed inside also to join her friends, opening the doors she stepped inside, the gigantic hall making her feel like an ant in the grass. The walls were lined with murals of her accomplishments, which we have already been over. She kept admiring the handy work of the glass when her mentor called her over to her.

"Twilight! We have much to talk about."

The princess rushed over to her teacher and started questioning her.

"What is the crisis you told me about and why did you need all of us? Was it that bad that you couldn't handle it?!" Twilight started to hyperventilate and would have kept going had Luna not calmed her down.

"Ok Twilight, I will explain. The problem as you may have been told already is the Heartless."

Celestia was interupted by Fluttershy, who was just as curious as everyone as to what a Heartless was. Sure they had heard the legends, but that was passed down and didn't appear as scary as they actually were.

"Princess Celestia, what are...Heartless?"

Everyone was now worried as Celestia shuddered and started to shake a bit. Luna put a hoof on her sister's shoulder and calmed her a bit. Celestia regained her composure and collected her thoughts. If the Heartless were enough to make the ruler of Equestria freeze up in fear, then life as they know it could come to an end.

"The Heartless are ruthless demonic beings that are formed from the darkness in one's heart. Their speed is unmatched, and their attacks are fatal. They're pitch black with two legs and arms, with 2 beady yellow eyes that can make your blood run cold. The ferocity they exert is terrifying in itself. The worst part is when they purge you. They suck the darkness out of your heart, taking you life force with it and they replicate you. Then once the replication is complete, it forms into one of the others. Your body is just left there, lifeless and cold."

The once mighty alicorn princess was now shaking with fear, tears were leaking out of her eyes as she recalled the painful memories of those she had lost to the Heartless. The rest of the ponies in the room were now shaking as well Rarity was quaking with fear, staying close beside Twilight. The lavender alicorn trying to comfort her friend. Celestia blinked back the tears and proceeded with the rest of her tale.

"The last time I encountered the Heartless, I had defeated Discord and Sombra, as well as someone else."

Luna looked down in shame.

"They attacked Canterlot in force and destroyed most of the place. The only building left standing was the castle. It took us 3 years to rebuild. I had managed to use the elements of harmony to enhance a spell to seal them away in the ice cap. But when Sombra returned, the darkness in his heart was overwhelming, it awoke the Heartless and now they are on the loose again. Twilight, your brother discovered them, and was attacked. He barely made it out alive. Now the Crystal Empire is under the threat of the Heartless. Time is of the essence, with each passing second the Heartless grow."

When Twilight had heard that her brother had been attacked she was distraught at first, then realized the severity of the situation. Twilight had to ask the one question that was repeatedly attacking her mind

"But Princess, Why me? Why us?! You've done it before why can't you do it again now?!"

The princess knew this answer immediately and had reasons backing it up.

"Twilight, you and your friends are the elements of harmony for one thing, so I can't use the elements and besides I may not look it, but I'm an old mare. I don't have as much strength as I used to. Therefore I need you to defeat the Heartless. Twilight we are all counting on you. Failure is not an option."

She levitated Cadence's letter over to Twilight.

"Read this." She waited as Twilight skimmed the letter, her eyes dilating and her ears drooping. The look of pure fear was claiming her face.

"Twilight, Rainbow, Applejack, Rarity, Pinkie Pie, Fluttershy. Should you fail to stop the Heartless, then Judgement Day will be upon us. No pony will be safe from the onslaught of destruction and death."

The pressure was on, not only was the fate of Equestria on their shoulders now, but the lives of all the ponies residing in it as well! The group exchanged glances, knowing that this journey could very well be their last. They had been through a lot together, from that first day Twilight was in Ponyvile, to today.

"Do you all understand the severity of the situation?"

Twilight was the first to respond, followed by Rainbow.

"Yes Celestia."

"Yes ma'am!"

Then Fluttershy and Rarity's comfimation.

"Yes."

"Of course Princess!"

Then lastly Applejack and Pinkie Pie.

"Yup."

" Okie dokie loki!"

Celestia nodded and finalized the conversation with a nice little gift to Twilight.

"Twilight wait." The lavender alicorn looked at her former mentor.

"We both have something that may come in handy against the Heartless. But for now I'll just give you mine."

Celestia charged her horn and shot a beam of light at Twilight's horn, transferring the spell between the two. After a moment of fatigue from the tansfer, Twilight felt something odd surging through her body. She questioned what Celestia had done to her.

"What did you give me?"

Celestia looked at her former student and smiled.

"I have given you the Spell of Valor. Should you cast this on some pony, their strength will be unmatched, but they will start to feel fatigue earlier than if they hadn't used it at all. You should use this spell only and I mean only as a last resort. Confirm that you know this."

Twilight nodded before giving Celestia a verbal confirmation.

"Yes Princess, and thank you for everything." The rest of the ponies in the room also thanked Celestia for her help. The alicorn then sent the group off towards destiny.

"Twilight! Head to the Crystal Empire and when you get there head east towards the Griffon Kingdom!"

Twilight's voice echoed off the walls as they retreated back towards the entrance. "Thank you!"

Celestia sighed heavily, she didn't know what they would face on their travels, let alone if they could defeat the Heartless at all! Celestia looked down at her feet deciding whether she had just saved Equestria's citizens, or sent 6 ponies into hell. She noticed that Spike was sleeping soundly on the floor, obviously tired from the long day. She looked at Luna who lifted Spike up onto her back and carried him off to her room for the night. But before she went Luna looked at her sister one last time.

"Tia, I hope you know what you are doing..."

Celestia looked up at the ceiling and replied in a shaky voice.

"So do I, Luna. May god help us all."

Chapter 2.5

Cadence looked outside of her window to the mayhem that was stirring outside. The outskirts of the Empire now looked like a barren wasteland of darkness. Shining Armor had still not recovered from his battle, and they were losing territory each day. Day by Day, Hour by Hour, Minute by Minute! It didn't matter anymore! What did matter was the fact that ponies were being purged each day! The guards came back one by one dragging the lifeless body of their fallen commrades behind them.

Those who were lucky enough to escape a purging were tattered and had cuts everywhere. Slash marks on their sides that  ran deeper than the crevices in the ice. They looked like they had just run a marathon through barbed wire, with the occasional thorn bush now and again. The outskirts had craters everywhere and bodies of purged ponies littering the once beautiful fields. It was horrid, not a single living thing was out there. Cadence continued to survey the damage, the market district was a decimated. Most of the buildings were on fire and were smashed to pieces.

That wasn't surprising, what was surprising was that there was a lone colt wandering the streets! Cadence saw the colt and had a panic attack. Running on instinct and fear Cadence leaped out  the window and took off at the speed of sound. She was like a missile, and her target? The lone colt wandering the streets. The wind was whistling in her ears and fear pushing her to the edge, Cadence landed with such force that the colt was surprised at first to see her but immediately rushed forward into the princesses forelegs. They didn't notice the growing dark monstrosity before them. They looked up to see the horrifying image before them. A gigantic Heartless had been formed, this one was about one story tall and was surrounded by smaller Heartless. Cadence clutched the little colt too paralyzed with fear to save them both. A tears escaped her eyes as she waited for the end, the colt crying loudly in her embrace. The Heartless made their advance and prepared to strike.

Suddenly, without warning a lightning bolt knocked the giga Heartless off it's balance, crashing into the ground and spraying dust and debris everywhere. A guard jumped in front of the duo, shouting commands and buying them precious seconds.

"Go, NOW!"

The Heartless was starting to climb back to it's feet the other Heartless still stunned from the impact. Cadence nodded and took the colt up on her back and took off into the air leaving the stallion behind. She glanced back to see the guard get winded by the Heartless and collapse onto the ground. And what she saw next, haunts her to do this day.

Two of the Heartless restrained him while one walked up and jabbed his hand through the guards chest, his ear piercing shout of pain echoing in the wasteland. The Heartless started to remove his hand dragging a dark smoke out of the guards body. The guard had stopped screaming but was now shaking uncontrollably. His eyes lost color as they were drained of all life , till they were just white orbs on a soulless body. The Heartless now had his hand out and with it a dark fog, which replicated itself to look like a guard at first, then morph into another heartless. The guard's body was tossed aside like a rag doll, a shell of a former pony.

The Heartless let out a scream that would have shattered the sound barrier and destroyed any pony's hearing if they were within 20 feet of them. They retreated back into the fog and left the body and debris. The young colt was wide eyed with fear, Cadence was terrified beyond comfort. What she had just witnessed, was a purge. The nightmare all too real, Cadnece looked at the colt and saw the fear that had taken place in his mind. She began the fly back to the castle comforting the colt the whole way. Whether or not his family was alive, Cadence made a decision that she would never abandon the youngling, not after what she had seen.

The duo continued their flight, leaving the satanic world in their wake. Wishing that this was a just a dream.

But it wasn't.