Shadow Flame (The Path of Burning Darkness)

Chapters

Chapter 1: An Ember to the Inferno
Chapter 2: The Seed of Deception
Chapter 3: A Journey Away from Home
Chapter 4: A Spark of Life
Chapter 5: Fear of the Fire
Chapter 6: Generosity leads to Genocide
Chapter 7: Burning Ascendancy - The Ignition
Chapter 8: The Assault Begins
Chapter 9: The Smoke of the Past and the Flames of the Future
Chapter 10: Shadows and Sacrifices
Chapter 11: Consequences

Chapter 1: An Ember to the Inferno

Shadow Flame

(A Path of Burning Darkness)

Chapter 1: An Ember to The Inferno

Hello, my name is Shadow Flame. I'm here to tell you about the horror of a place called Equestria. Most ponies think it's a land of friendship and harmony, but I can tell you it's actually a place of sorrow and deception. Because of my "traitorous" ways I've been punished, tossed aside, and forgotten. But, before I tell you the story of my uprising against Princess Celestia, you must know the story of my past....

I hardly knew my parents. All I can remember of them is that they both loved me very much. I was so young at the time that I can't even picture their faces. The last memory I have of my parents was of my father slowly crawling towards me with his horn glowing. Then a bright light followed by a trip through a bright wormlike tunnel of sorts. This all seemed insignificant until I knew the truth.

I never had any friends growing up and I began to feel like everypony completely ignored me. I didn't know why either...I didn't say anything to anyone and I kept to myself, was it my mane color? My eyes? I had no clue why everypony acted like I didn’t exist. I had to steal what food I could to survive, I didn’t have a choice. It turns out Canterlot didn't take kindly to street dwellers. I was often scolded or even beat for what I was doing. I didn’t know any better it was the only thing I could do to live. My life seemed like it was worthless and that nopony cared about me, that is until that one night. I was walking by the everfree forest searching for food when suddenly a wild mantacore tore out of the woods and attacked me. I would've died…if not for Princess Luna. She manipulated a lightning bolt to crash near me, the flash and the sound scared the creature off. I didn't know what to say, as nopony had ever committed such an act of kindness for me. So I just stood there shaking. Princess Luna saw the condition I was in and gasped. She was nice enough to take me home to the castle, and I lived there with her and "Princess" Celestia.

I took a liking to Luna. I never had to steal food again because she gave me a permanent home in the castle. Since I now lived in the castle I began to study magic and the history of Equestria. I had read many books on magic, and being a unicorn, I had a natural ability for it. The castle library had so many books.

After my reading on a vast amount of magic spells was complete, I found a book titled "The Dark Days of Equestria." I thought the book had an interesting title so I decided to read it. But what I was about to read forever changed me, and fueled the burning hatred and darkness in my soul.

From this book I learned of my past that had been missing from my memory... Who I am... And where I came from. The book told me of a royal family of unicorns that were unrivaled in the power of magic, especially in the art of combat magic and all magic pertaining to fire. Celestia herself began to fear that their magic could be used to overpower her for the throne. So she killed them in cold blood. There was a huge battle between them, but Celestia somehow managed to overpower them and slaughter the two heads of the family. She was about to finish the job off by killing their young son, but before she could, with the last bit of magic the two unicorns had left they opened a portal through time and flung their son into the future. They hoped he could stand a chance there and perhaps even get revenge for their meaningless murders. His name was Shadow Flame and little is known about what happened to him. The only thing that is known for sure is that he is bound to show up somewhere, alone, scared, and looking for answers.

I didn't want to believe it at first, but as I read on and on all the pieces began to fit. My mane color, why no pony would talk to me, my love of magic, and of course, the hatred building inside of me. One detail in the book sealed the deal, each member of the royal Flame family had a small fireball carved into the bottom of their horn. I have this mark on my horn. It can only be seen if I move my hair a certain way, which is good. I can conceal who I am if need be.

While reading on I felt my anger burning inside. That combined with all of my magical teachings awoke something in me that day. My horn started to glow with a red haze, and suddenly my room burst into flames.

Luckily for me, Princess Luna burst through the door and casted a water spell to put the fire out. When she asked what happened, I simply told her that I accidentally knocked over my lamp. She warned me to be more careful, and then continued her rule over the night.

It all made perfect sense, The mark of the Flame family on my horn, how I don't remember any of my youth, my talent for magic, the sudden burst of magical flames, and of course the new found hate boiling up inside of me.... I now know who I am... I AM SHADOW FLAME! When I drew this conclusion in my mind, I studied the family more and more. Princess Luna would see me reading about them and think nothing of it. She would just smile as she went on her way. So gullible.

I could feel my anger increasing the more I read, and then I felt a slight magical presence on my side. When I turned to check out what was happening, I saw my cutie mark. It had finally appeared! It was a fireball of vengeance. I knew then what I must do, gain the trust of all the ponies connected to princess Celestia. Then plot, plan, and scheme my revenge until I could get close enough to her. Then burn her and all of her minions alive and avenge the horrible murder of my parents.

Chapter 2: The Seed of Deception

Shadow Flame

(A Path of Burning Darkness)

Chapter: 2 The seed of Deception

It was a cool, stormy night in Canterlot. The light sound of raindrops hitting the castle was heard, but was almost completely drown out by the sound of a crackling fire. Shadow Flame sat inside the castle's library, further studying the ways of magic and silently plotting his revenge. He preferred visiting the library at night, because there was usually nopony else there. He had just started reading a spell book about amplifying the power of any spell through the practice of meditating, when he heard the library door slowly creek open and close.

He glanced up from his book, surprised that somepony else was there. It bothered him that he had to share his space with another pony, until he realized who it was. The pony began to walk in slowly towards the fire and took a seat at the table closest to it.

She had a saddlebag that was dripping wet with two or three books inside of it that she brought to the top of the table. She took one out, and began reading when she was interrupted by a calm and collective voice.

"Hello."
She jumped, "Oh my, I didn't know anypony else was here, I'm sorry for being so loud. I just wanted to come and read in the library. I love to read in storms, especially at night."

"It's fine," said Shadow, "Excuse me is your name Twilight Sparkle by any chance?"
"Why yes it is," Twilight replied, "How do you know my name?"
"Well," said Shadow, "I had heard that Celestia's number one pupil was beautiful, but I had no idea that she was beautiful and sophisticated".

Twilight blushed and giggled, "Wow thank you, but why are you here in the library this late? You should need special permission to be here shouldn't you?"

"I do. I guess you could say I'm Princess Luna's pupil. I guess that means we have something in common, both being students of this lands most wonderful rulers," he smiled.
Twilight smiled back and then realized she hadn't asked the strangers name yet.
"Oh, Pardon my rudeness, I haven't even asked you your name."

"My name is Shadow Flame. It's a pleasure to meet you Twilight. So, are you looking for any specific book this evening?"

"Yes, actually I am. I'm trying to learn a spell on fireworks. I want to help the princess throw the best Gala ever, and I think that would be a perfect wrap up for it. I can't seem to find any books that have helped me so far, not even this one on parlor tricks."She closed the book in front of her.

"I already looked at all the books on fire based magic," said Shadow, "There aren't any here that can help you with that, but..."

"But what?" asked Twilight.

"I may be able to teach you a spell I taught myself.It won't be easy though and you will have to pay close attention."

"Wait?!, you study magic too?!"

"Yes," responded Shadow, "I've been self-teaching myself for months now."

"Well that's amazing! ," said Twilight, "I thought I was the only unicorn that specialized in magical talents. Well except for Trixie, but she was obnoxious. You are so calm and respective."

Shadow smiled slightly, "Thank you, would you please follow me to the fire place and watch?"

Twilight got up and walked over to the fire with him. Shadow's horn began to glow as he channeled some carefully placed magic into the fireplace. Then before Twilight could believe it, some of the fire began to swirl and form a circle. Then, inside of the flaming circle small ponies made of fire began to run free playing, running, hugging, and some dancing. Just as the spell began to fade, the circle went into the air and sharded off in three directions of amazing color, Exploding like fireworks.

"That was beautiful," said Twilight, "All of the control and concentration that must've taken...and you were able to do it without burning a single thing in the room!"

"Thank you," responded Shadow, "I could teach you some of my magic sometime, if you would like."

"That would be gre..," Twilight couldn't talk as she felt his arm around her shoulders.

"But how about I teach you somewhere more private, say your place? You of all unicorns should know that a unicorn should never reveal his secrets," Twilight was now heavily blushing.
"Except I'm willing to teach you all that I know, Twilight," He picked up her arm and kissed her hoof, "Who knows, maybe some true magic will be made between the two of us?"

She was almost speechless but managed to smile through all of the blushing,"Yes that would be a lovely idea."

"Alright. I will see you at your place say…. in two days from now?"

"Certainly, that would be perfect." said Twilight as she smiled. Then she began to walk back to her seat and start reading again.

Yes....my plans are slowly coming together. I have Celestia's very own pupil within my grasp. Maybe I can twist her to join me, or perhaps I should just burn her to death before she becomes a problem. I need to carefully plan my actions from this point on, for what happens now will decide the fate of Princess Celestia.

I know from my studies that Celestia's pupil is the wielder of the element of magic. So she is defiantly the strongest of the six elements. If my studies are correct, she must be connected to the other five somehow. I should play it safe for now, and make her think I'm a friend and a lover. Through her I can learn of the other five, and their weaknesses. Perhaps I can trick the elements to destroy each other so I don't have too. Hmm... I will get three of them on my side. I'll make them think I'm a kind, harmless pony. Then I will make the other three think otherwise showing them my "true side", causing Dis-harmony amongst them. This will weaken the elements and in turn will also weaken Celestia. HAHAHA!

I've now planted the seed of deception that will ultimately bring Celestia to her knees. I can feel my inner fire happily dancing in the darkness, and it is such a wonderful feeling.

Chapter 3: A Journey Away from Home

Shadow Flame

(A path of Burning Darkness)

Chapter 3: A Journey Away from Home

The sun began to rise in the morning. The rain from the night before began to slowly evaporate into the air, leaving the land with a fresh smell. Shadow had awoke to the sound of birds singing outside his window. He got up and thought to himself, "I should probably head over to Ponyville today to scope out the area, and gather precious information on the place. Maybe I can get more info on the elements of harmony too".

To do this Shadow would have to take a train to Ponyville. He had never been outside Canterlot before, so this would be a whole new experience to him. "I'd better tell Luna I'm heading to Ponyville," he thought to himself. So he proceeded to her chambers. After a short walk, he arrived there. He knocked on the door. It slowly creaked open revealing a dark chamber decorated by a mural of a moon and stars throughout the room. It seemed to glow, almost as if it was the actual moon and stars themselves.

"Excuse me my Princess," Shadow said as he bowed.

"Yes Shadow, what do you need of me in this hour?"

"Sorry for bothering you my princess, but I would like to share with you that I am going on a journey to Ponyville today."

"Why would you want to go to Ponyville Shadow?" asked Luna

"I feel I need to expand my horizons farther than Canterlot and....There's a mare involved milady."

"And who is the lucky mare may I ask?"

"Twilight Sparkle, she and I ar-"
Luna cut him off smiling more than he had ever seen before. "That's wonderful shadow she is my sisters pupil, and I know you two will be perfect for each other. Do you need anything for your journey?"

"Well if it's not much to ask, I could use some money for the train."

Luna nodded, and gave him a sack of bits.

"Thank you most wonderful of princesses," he said and then bowed again.

"Now go to her Shadow, and be sure to write to me about how it goes."

"Yes milady," he said as he turned and walked out of the room. The door quietly closing behind him. "She believed every word of it, my plans are coming together well," thought shadow.

As the door closed, Luna's smile remained as she began to giggle slightly.

"That silly little pony....," she said. Then she walked to her bed to start her day of sleep.

The train station was unusually empty, but that was a good thing. The less ponies Shadow had to deal with the better.

"Hmm I hope nopony tries to make small talk or conversation with me. I don't feel the need to talk to any of these.... pawns,"

Shadows thought was almost interrupted by the sound of the train door clicking open. Shadow entered the train dropped two bits in the toll box and looked around. Only two other ponies were on the train besides the conductor, an old colt sound asleep with a newspaper over his head and some brightly colored pink mare in the middle row. Shadow began to make his way to the back of the train and sit. He walked by the mare.

"Hi!" she exclaimed energetically. She was almost loud enough to make Shadow jump he gave her a quick glare and then continued to his seat in the back. He sat down and began contemplating what he would do when he got to Ponyville. "I will walk around town a bit in search of some leads to learn more about the elements of harmony and... " He glanced up and saw the brightly colored mare making faces at him. "So annoying," he thought to himself and he went back into thought,
"Well I know the elements of harmony." He began to speak aloud quietly to himself.
"Let's see there's loyalty, generosity, kindness, honesty, magic, and...

"Laugher!" A loud squeaky voice said almost startling shadow.

"HI mister! My names Pinkie Pie and I'm the element of laughter!"

Shadows jaw dropped, "You're kidding me right?"

"Nope that my name mister, and laughter's my game! What's your name mister?"

"I'm"... he paused to think to himself. "I should get as much information out of her as I can, I cant believe I ran into the element of laughter here! "Shadow, my name is shadow. Pinkie it's... nice to meet you."

"So where are you headed Shadow?"

"I'm headed to ponyville how about you?"

"Me too!" she exclaimed, "I live there, and so do all of my friends."

"Really?" said shadow, "Tell me more about Ponyville, and of your friends."

"ok!" said Pinkie as the train started to take off.

During the ride Pinkie basically told the entire history, and story of Ponyville to Shadow. He was almost asleep from constantly hearing her voice go on and on. Then he perked up when she started talking about her friends.

"Well I'm friends with everyone in Ponyville. But my Bestest of best friends are Applejack, Fluttershy, Rarity, Rainbow Dash, and Twilight Sparkle."

"You know Twilight!" Shadow said loudly.

"Yeah she's the smartest unicorn in all of Pony-" her words were cut short by the noise of the trains alarm sounding.

"Oh no!" screamed Pinkie as she took cover. Shadow jumped to his feet and looked around, nothing seemed wrong…but the alarm was sounding so something bad must've been happening. He ran to the conductors door.

He opened the door and yelled, "What's wrong?!"

The trains conductor turned to him with a look of horror in his eyes and said, "The bridge ahead of us is damaged. The storm last night knocked part of the track off! and our brakes aren't working! There's nothing we can do!"

Shadow thought quickly. He knelt down, and began concentrating.

"We're done for," cried Pinkie, "we're all going to die!!!"

"No!" shouted shadow with his eyes and horn glowing a faint red, "I can-"

" It's too late! We're going down," screamed Pinkie. Just as Pinkie screamed, the train met the broken part of the bridge and started the long fall to the bottom.

"I.... I love all my friends, and wished I could see them one last time!" Pinkie cried, and started sobbing as the train was about to hit the river. Now she started a countdown.

" 3…2…1." counted pinkie. Shadows horn was sparking and crackling with magic now.

A loud explosion was heard, and the train was engulfed in flames as it hit the water...

Chapter 4: A Spark of Life

Shadow Flame

(A path of Burning Darkness)

Chapter 4: A Spark of Life

It was early in the morning and Twilight suddenly awoke out of a dead sleep. "Wow that was a pretty big storm last night. I sure hope everypony is ok, I better go check around" She got out of bed, brushed her hair, and headed for the door. She then remembered Spike was sound asleep. She wrote him a quick note, letting him know that she would be gone for a short time to check on her friends. She tucked the note into his bed, and then went for the door. Just as she opened it she was met by Rainbow Dash and Applejack.

"Oh! Hey girls, I was just coming to check on you guys about the storm last night. Is everypony ok?"

"As of now yes," said Rainbow, "Fluttershy is at home tending to the animals. She said they all reacted to the storm strangely. And rarity refused to come outside until the town started to dry up, you know her."

"Wow," said Twilight, "You pegasi sure outdid yourself with this storm."

"Wait what?," said Rainbow, "We didn't do this. That's why I came to ask you if you did this with one of your spells. We weren't scheduled to make it rain, let alone storm last night."

"Yeah," said Applejack, "This storm did a number on the farm. It knocked a couple trees over and almost blew over the barn!"

"Oh I'm sorry to hear that, but no. I didn't have anything to do with this storm. I don't know any weather conjuring spells ….Well I wonder if Pinkie's Pinkie sense knew the storm was coming." The three looked at each other. "Wait where is she?"

"Uh oh," said Applejack, "She said somthin about traveling to Canterlot to get some enchanted ingredients for a special cake.I hope the train made it through the storm ok. Last time there was a storm this strong part of the bridge broke off."

"Yeah the train usually only makes one trip from Canterlot everyday and it's usually in the morning, it probably left about 30 minuets ago." said Rainbow

"We better go find out.. Gather up, I can use a group teleportation spell."

The three grouped up and held hooves. Twilight began charging the spell. "Ok," she thought to herself, "halfway between here and there is the bridge over a big river. I'll teleport just in front of that." A purple flash was emitted from her horn, and poof! They were in front of the bridge.

"Oh no," yelled Twilight, "There's a big piece of it missing right in the middle!"

"Quick," yelled Applejack, "Get some sticks Rainbow! We have to try and fix this before the train gets here!"

Twilight had to think quickly, "I'll use my magic to fashion some rope out of the grass and-"

The noise of a trains engine was slowly heard coming up the hill.

"Oh no," screamed Twilight, "Hurry girls!"

It was too late. All that was in place of the missing part of the bridge were two sticks with a thin layer of rope holding them together. The train came barreling toward it
"I can't watch," said Twilight as she began to cry while hugging Rainbow and Applejack.

They could do nothing now except watch the train containing their friend fall to it's destruction. The train hit the missing part of the bridge, and started barreling toward the river. Just before the train hit the water, Twilight's heart skipped a beat. She felt dead inside thinking of how scared Pinkie must be. A giant splash was made the instant the train hit the water, and it went under quickly. Twilight and her friends were all in full blown tears now.

"Why! It should have been me, said Twilight as she collapsed on the ground, "Why did this have to happen? Pinkie was always so happy, and full of energy. Now she's gone. She's gon-"
Twilight was cut off by the loud sound of steam being created, an almost whistling explosion. She looked down, and would never forget what she saw. She saw a giant full-fledged phoenix made of pure fire rise out of the water and fly clear into the air. It landed on the other side of the track and then began to slowly fade away. The Train was surrounded by the fire of the flame phoenix and as it faded away the train was gently placed on the track. The door opened, and water flooded out. Then the pink mare came rolling out coughing slightly.

"I'm alive, she yelled, "yay! I'm alive!" She looked around, and then caught a glimpse of her friends.
"Oh my gosh guys, did you see that! That was the most amazingist amazing thing ever! We were about to drown, and boom! We were covered in shiny fire, and flew into the air!"

Still sobbing slightly, Twilight asked, "Pinkie I don't even know how to explain what happened. How are you alive, what just happened?"

"Oh! That was Sha.. Oh my gosh I didn't even check to see if he's ok!"

"Wait there were more ponies in there with you?!," yelled Applejack.

"Quick let's go check," yelled rainbow. The four ran toward the train. The first in was Pinkie, then Twilight and Rainbow, followed by Applejack. There they found Shadow lying on the floor motionless. His horn was glowing faintly.

"Oh my gosh! I met him last night before I teleported back to Ponyville!" yelled Twilight
"He saved me Twilight! Without him I wouldn't be here right now," said pinkie in a kind voice.

"Quick, yelled Applejack, "we need to do something before we lose him! Check for a pulse Rainbow."

"Ok," she said putting her hoof on his neck, "It's faint, but there's one there."
Just then Shadow faintly coughed, water flew forward.

"His lungs are full of water," said Twilight, "…… I'll give him CPR."

Twilight began doing CPR maneuvers on him. He would spit water out and then cough, but wouldn't catch his breath.

"His pulse is fading!," yelled Rainbow.

"He's getting really cold," said AJ.

Twilight started to panic. She stood up and said, "Stand back girls. This is risky, but I have to do it."

She started to charge a stream of electricity into her horn, then she knelt over him and touched her horn to his, shocking him. Just as she did this, Shadow flung upright. He started coughing, this time catching his breath. The first thing he saw was Twilight's face inches from his own.

"Did we make it Pinkie?" he asked. Then he fell backwards and was out cold.

"We have to get him back to my house," said Twilight, "We owe him a lot, girls. He saved Pinkie's life, and now it's our turn to save his."

Shadow was dreaming now. He was surrounded by darkness, growing colder and colder. Just as the cold was about to overtake him a small fire started next to him. It was burning an odd color, purple and pink.

"Huh," said Shadow shivering, "I-I've never seen a fire of this color before. It's burning calmly…. not raging and destructive."

It was the most beautiful fire he had ever seen. Just as he was about to get close to it he was awoken by a loud gasp. His eyes shot open to see pinkie pie inches from his face.

"He's awake girls, he's awake!"

The four surrounded him as he looked around. His vision was still a bit hazy.
"….Pinkie?" he said, "I did it. I told you we wouldn't have to worry."

"Well yeah silly. You saved me but you forgot about yourself, you almost died!"

"Yeah," said Shadow, "I only had time to shield you. I don't know how I'm alive right now exactly."

"You can thank Twilight for that silly!"

"Wait?! Twilight Sparkle! She saved me?" His eyes perked up and his vision cleared. He noticed her at the foot of the bed blushing slightly.

"Wow," he said, "Thank you Twilight. I owe you my life, who would've thought that I'd run into you the day before our 'study date.'

She blushed as the other three mares looked at her and began to grin.

"Well I think I best be going girls, I gotta tend to the farm," said AJ.

"And I should get back to sugarcube corner, I got a lot of baking to do!" added Pinkie.

"Yeah I best be off too," said Rainbow," I have to help clean up the mess this storm made."

The three left giggling and talking about Twilight's face when she saw Shadow say her name.

"That spell you used to save Pinkie, what was it? It was the most amazing thing I've ever seen." asked Twilight.

"I used a conjure spell to conjure the image of a phoenix. Then I used my magic to ignite a constant stream of flame around it, protecting us by turning the water to steam so the pressure wouldn't hurt us. Then I used all of my strength to shoot a flamethrower to rocket us out of there, but it took longer than I thought. The train was already full of water so I held my breath, shielded Pinkie, and then all went dark until I woke up to the image of you standing over me. Thank you for saving me Twilight. I'll be sure to teach you all of my magical secrets now, but please ……let me rest a bit."

"Of course," she said, "take your time and regain your strength. If you need me I'll be in the library."

"Alright, I'll keep that in mind," he said as he laid his head down and went into thought.

"You made a mistake in saving me girls, by saving me you've doomed Equestria….They believe anything I tell them! "Ionly had time to shield pinkie ha!". I had time to shield her, myself, the conductor, and the old colt, but I didn't choose to. Those other two ponies were useless and got to be my test subjects. I only wish I could've seared their flesh a little more before the current washed them away. Humph, next time I should focus on my own shield more instead of burning my targets. I wouldn't end up in such a mess like this. At least now I have faces to the names Rainbow dash, and Applejack. Today information was gathered, and tomorrow ties will be burnt. Get ready Equestria, the catalyst to the fire is being spread…."

Chapter 5: Fear of the Fire

Shadow Flame

(A Path of Burning Darkness)

Chapter 5:Fear of the Fire

Shadow wasn't going to waste time sleeping when he could be searching the town, but if he left Twilight might think something was up. So he decided to use a spell. He began to concentrate, his horn started glowing a dim red color as he focused. He imagined a butterfly in his mind and then poof, a solid black butterfly with red trimmed wings was created. "With this I can spy on the town and nopony will even know." Shadow looked up and noticed an open window.

"Go my friend," he whispered as the butterfly slowly fluttered away. Shadow closed his eyes and pretended to sleep. "I can see and hear everything this butterfly sees, haha this is perfect…... wait now what's this?"

He saw Applejack and Pinkie Pie talking. "Hmmm perhaps I should see what my 'friends' are talking about." He then had the butterfly fly in on a flower that was close to Pinkie and AJ.

"So what exactly happened inside the train Pinkie?" asked AJ.

"I already told you. I was telling Shadow about you guys, and Ponyville before the alarm sounded. And then the train started to crash! Thank goodness he was there to protect me!"

"Yeah yeah," said AJ, "But was there anypony else on the train with you? I mean there had to be a conductor what happened to him?"

"I don't know," said Pinkie, "I guess ….Shadow couldn't save them and they got washed away by the current."

"Seems a bit weird that he only saved you doesn't it? He didn't know the other two either. Do you remember anything while he was shielding you?"

"Hmm," said Pinkie, "Well I do remember seeing fire, and then two other really bright lights before the smoke from all the steam came in and blinded me. I think it was just him casting his magic."

"Hmmm, I'm going to go look for myself. Something doesn't seem right about this guy."

"Okay," said Pinkie, "But I think he's nice, and I think Twilight likes him! Hehe!"

"Well I hope not, he seems like a bad pony to me. Even though he saved you, I think he has other reasons in Ponyville other than making friends…"

"You worry too much AJ, learn to lighten up," shouted Pinkie who then realized the time. "Well I have to get back to the bakery and help cook some cupcakes, bye bye!"

"Goodbye," said Applejack. She then turned and slowly started the walk to her farm. Little did she know, she was followed by an innocent looking butterfly.

"Well Well Applejack you don't trust innocent little Shadow do you? HA! At least sompony around here has some brains. I'd better follow her so she doesn't end up a thorn in my side later. Hmmm, I'm going to have to shut this one up. But I can't kill her, at least not yet. She could provide me with more data on the elements. Pinkie told me about all her friends and all their elements. I've seen them all except for the elements of kindness and generosity, Fluttershy and Rarity…"

As Applejack was on her way home, she began to talk to herself. "I should head over to that train crash site, and check to see if I can find anything out myself. I'll stop home first to let the family know where I'm going, and in case something bad happens to me they will know where to look."

"Smart thinking," thought Shadow, "Now show me where you live Applejack, this information will be valuable!"

After walking a little while longer Applejack made her way home, and let her family know she would be out for a walk by the river and the train tracks. Shadow saw everything.

"Are you doing alright Shadow?"
The words made Shadow open his eyes, and look around quickly. He saw Twilight at the side of his bed.

"Why yes I am, now that you're here Twilight."

Twilight blushed. "You're so sweet. Haha, I only wish I would've been able to kiss you under better circumstances, but I think CPR counts…doesn't it."

"Well, just in case it doesn't," He paused pulled her in slowly. He met her eyes with his, and began a long warm kiss. While this happened Twilight felt weightless, like she was flying through the clouds faster than she could've ever been imagined.

"There now that counts," said Shadow.

Twilight, still in shock from the kiss smiled and said, "Yeah, it sure does." She was still heavily blushing.

"So I have a question for you." Said Shadow

"Ask away," said Twilight

"How did you get to the site of the train crash? or to Canterlot the night we met for that matter?"

"Oh, I used a teleport spell."

"Ah," said Shadow, "....could you teach me? I find that spell very interesting."

"Sure no problem!" said Twilight. "Are you sure you're ok to learn Shadow?

"Yeah, I feel a lot better now, let's start."

After about an hour of teaching and practicing, Shadow had already mastered the technique.

"Wow," said Twilight, "You're a fast learner!"

"Thanks," said Shadow, "I guess you call me an egghead."

"My friends call me that all the time!" said Twilight as she laughed.

"Haha, well aren't you wonderful," said Shadow.

"Thank you, Shadow. Hehe, you're so nice."

"Hey you don't mind if I try this spell outside, do you? I feel a lot better now. You took such good care of me."

Twilight smiled, "Well if you're up for it, go get some air. It would be good for you!"
"I will return in a little while," he said as he went outside.

He focused and charged the teleport spell. Then took off with a flash of magic, leaving a burn mark in the ground and the smell of fire in the air.

It was midafternoon by the time Applejack reached the train. It was still there on the tracks where Shadow had left it. She went inside the train and looked around. She saw two vicious burn marks. One in the Conductors seat and the other in a seat somewhere near the middle of the train.

"That's weird. If he said he only had time to shield himself and Pinkie, did he try to shield them or did he..."

"Burn them?," a cold familiar voice said.

Applejack's heart was racing in fear as she turned around to see Shadow standing in the doorway of the train.

"Why yes Applejack, I did burn them. I seared them to the bone, such fun it was." said Shadow smiling with an evil grin on his face.

"Why would you do that! They didn't do anything to you! They were innocent" shouted Applejack.

"Well they were of some use I guess. I was able to try my powers on them. And let me tell you Applejack... it worked wonderfully."

"How did you know I was here?" questioned AJ

"Let's just say I'm always watching, Applejack. Now there's only one question my dear. What should I do with you?"

"You aren't going to kill me are ya," she said as she fought to hold back tears of fear.

"I coouuullld do that but hey, even I have some compassion left in me. I tell you what, you are the element of Honesty after all, so as long as you don't tell anypony what happened here I won't do anything to you."

"You're a sick monster," said Applejack, "But…. I promise I won't say anything. Just don't hurt me or my friends!"

"Good," said Shadow, "Now shake on it." He extended his arm with an evil grin on his face.

Applejack slowly raised her arm trembling, and right as there hooves met, boom!
They were now standing in front of sweet apple acres.

"Wait! How did we get here?!" screamed AJ

"Teleport spell my dear, Twilight taught me herself," he said as he grinned and plucked an apple off one of the apple trees. He took one bite, then spit it on the ground and said, "Tsk… not even fit for worms."
As he said this, the apple in his hoof was ignited and turned to ash. The wind slowly blew it away.

"Now Applejack, I'm going to hold you to your word about your promise. If you tell a single soul about what you saw in that train, I will burn the barn, everyone, and everything you know and love to the ground." While he was saying this a tree beside him slowly started to smoke and blew up. "And then I'll boil the marrow of your bones."

Applejack collapsed on the ground with fear, and began to shiver as she said,
"I swear I won't tell a soul."

"Good, and give my regards to Granny Smith and Big Mac, they seem like nice people."

Shadow then turned and slowly walked away, but then stopped when he heard the laughter of three young fillies coming towards him.

"Well hello there mister," said one of the young voices, "Are you friends with my sister?"

"Why yes I am Applebloom."

Applejack's heart sank as she heard him call her sister by her name.

"How do you know my name mister?"

"Me and your sister talked about you for a little while. You should be proud of your sister Applebloom. She really loves you." He patted the young mare on the head then smiled at the other two cutie mark crusaders.

"Well I must be off ladies, have a goodnight all of you."

Applejack just now noticed that it was getting dark, still in shock she was just regaining her bearings as she heard a voice in her ear.

"Remember, Ill burn EVERYTHING close to you to the ground, and I'm always watching." She looked, and only saw a small black butterfly slowly flying away.

Chapter 6: Generosity leads to Genocide

Shadow Flame

(A Path of Burning Darkness)

Chapter 6: Generosity leads to Genocide

The night was a cool one. No clouds in the sky, and the stars visible for miles. Fireflies could be seen flying about in the distance.

"Well now that Applejack is shut up, I can have a word with Rarity. Though it is late, and I had better see Twilight before I go out again. She may try to come and look for me, and that would be a problem." After walking a bit more, Shadow's horn sparked, and BOOM! He was outside Twilights door. "This teleportation spell is really going to come in handy." He opened the door to see Twilight sitting in a chair half-asleep, but as the door opened she managed to wake herself rather quickly.

"OH! Hi there Shadow I was starting to get worried about you!"

"Well don't worry, I'm fine. In fact, you could say I feel more alive than ever!"

"That's great! So do you have place to stay, or are you going to stay here tonight?"

"As much as I'd like to stay here tonight Twilight, remember tomorrow is our...Date."

Twilight paused her face showing signs of excitement that shadow used the term "Date".
"Oh yeah I suppose you're right."

"Don't worry, I'll find a nice Inn to stay at for tonight. And tomorrow night will be magical Twilight... You will never forget it, I swear." He smirked

"I'm sure I won't, Shadow. You are the greatest colt I've ever met!"

"Haha thank you, well….Twilight I best be going for the night. Till tomorrow the sparkle of my eye."

She laughed a bit, and waved goodbye as Shadow headed out the door. "Whew I'm glad that's sorted out. Hehe, Twilight you defiantly won't forget tomorrow night. It will go down into Equestria's history as the night Celestia was incinerated."

"Ok now, let's see here. Twilight and Pinkie both trust me, and Applejack is terrified. Now to even the scales with Rainbow, Fluttershy, and Rarity. Hmmm, let's give the fashoniesta a late night visit and see how she responds. Oh dear Pinkie, thank you for all the information you gave me on the train. It's proving most useful."

After what seemed like a very short walk from Twilight's house, he appeared outside Rarity's fashion boutique. He picked up a small pebble with his magic, and tossed it at her window hitting it with a loud thump.

"Who's out there, and what could you possibly want at this hour!" barked Rarity from her window.

"Just me a simple stranger asking for some water, and a small bite to eat please?" said Shadow mockingly.

"Leave and don't return you street urchin," she slammed her window closed.

Element of Generosity my flank… And what did she call me? A street urchin…Street Urchin!" These words especially hurt Shadow, because for the longest time he did live on the streets.

"You'll pay for your insults you high class piece of garbage!" he yelled as he teleported inside of her house with a loud crash. He landed directly on top of her as she was lying in bed. She inhaled for a scream, but Shadow quickly put a hoof over her mouth. And then another with heavy pressure down on her neck before saying, "If you scream I'll burn out your tongue, and leave you to choke on the ash."

She was staring intensely at him her eyes trembling in fear.

"Now Rarity I just want to talk, so I'm going to remove my hoof and we are going to have a heartfelt conversation. If you try anything you and this boutique will be nothing but grey dust in the wind. Am I clear?"

She nodded, and when she did Shadow removed his hooves from her mouth and neck. She gasped for air then looked at him.
"What do you want with me you monster?!" asked Rarity

"To talk. Now come, and have a seat." Shadow then removed himself from her bed and took a seat at the far end of a nearby table.

Rarity slowly got up shaking, and took a seat across from Shadow so they were facing each other straight on. Now Rarity, let me tell you of my plans for Equestria"

After a long talk of what Shadow's plans where and of what he had already done, Rarity couldn't help but stare down at the table in disgust and helplessness.

"So you plan on murdering Celestia, and then burning down all of Equestria so it can be rebuilt pure?"

"Yes like a beautiful phoenix when all the fire has died and there is nothing else but ash, it will rise again pure and as beautiful ever."

"You're insane! You'll never be able to take over Equestria. Princess Celestia is waaay more powerful and cunning then you!" laughed Rarity

"On the contrary my dear, you have no clue how cunning I am. In fact, tomorrow night a rare once in a thousand year comet will be passing by, which I'm sure will be more than enough for me to draw power from to crush your Princess."

"How is some comet going to help you?"

"It's not a normal comet. Legend has it that two very powerful unicorns unleashed a great magical blast in order to slay the princess all those years ago, but she was able to evade it and sent it into orbit. I believe that my parents were those unicorns, and that I will be able to control it and use it against her."

"Well there is no way, no way at all you are more cunning than the princess you monster!"

"No? Look into my eyes Rarity. "As he said this Rarity glanced into his red glowing eyes, and was then frozen with fear from what she saw. She could see herself through Shadow's eyes. The room was surrounded in fire, and she was beginning to burn. She couldn't move, and the fire got closer and closer. Just as it was about to overtake her Shadow closed his eyes.

"Now you've seen what will happen if you get in my way, and if you try anything expect Sweetie Belle to suffer the same fate."

As Shadow said this Rarity shuddered, but she gathered courage enough to yell, "You aren't going to get away with this. You are weak, powerless, and a fool. You are nothing, and always will be!!"

Shadow looked at her once with an angry glare as he slowly walked to the side of the chair.

"You spoiled classy ones just never know when to shut up do you," he said right before hitting her in the back of the head with a fierce punch. It connected, and she fell forward onto the table. She was knocked out cold.

"Now to find something to tie this mare up with! Oh Look at all this pretty ribbon! Haha! The joys of tying somepony up in a fashion boutique!……now I just need something to fashion a gag out of….No pony will hear you crying for help then. Oh here we go!" He now had her tied up, and bound with a gag in her mouth.

"Well look at your bed Rarity. It looks positively grand! Haha! You wouldn't mind if I stay for a sleepover would you? Ahh of course not!"

Shadow then grabbed Rarity's sign that said "Work in progress, DO NOT DISTURB!" He put it on her door and closed it. Then proceeded to lock the door, and melt the keyhole and lock together from the inside with his magic.

"Nopony will disturb us now!"

Shadow walked over to her bed and hopped in.

"Goodnight and sweet dreams, Rarity! I hope you sleep well!"

Shadow then pulled the covers over himself, and proceeded to get some rest before the big day ahead of him.

Tomorrow was the day he had been waiting for, the day he would change Equestria forever....

Chapter 7: Burning Ascendancy - The Ignition

Chapter 7: Burning Ascendancy -The Ignition

The sun rose and cut a thin line of light into the room through Rarity's window, slowly brightening up the room and eventually waking Shadow.

"Ah, that was some of the best sleep I've gotten in a long time." He looked at the foot of the bed, and saw Rarity still tied up with tears and mascara running from her eyes. She was staring at him with a look of intense fear.

"Don't worry my dear, everything will be over soon. Shadow stretched a little, "And because of your generosity for letting me stay the night, I will make sure your death is a quick one when the time comes."

Shadow got out of bed, walked to the window, and pulled the shade. "Remember Rarity, don't tell anypony what I told you or," He conjured a small flame in his right hoof, "Everything you love will slowly simmer to its death."

She stared at him helplessly and tried to speak through the gag shadow had secured around her, nothing came out.

"Now I must go meet your friend Rainbow Dash. She and I should get along well, don't you think?"

Shadow walked to the window, and looked back at Rarity. He put his hooves on his lips, blew her a kiss, and smiled. "See you around," he said as he looked down and closed his eyes. Boom! He was gone in a vicious crack of red magic.

"ok....Rainbow lives in Cloudsdale. So that's where I'm going to have to go. In order to get there, I will need the wings of a pegasi……unless this works."

Shadow started to focus magic around himself and dust began to swirl in a vortex surrounding him as he slowly started to rise from the ground. As he was doing this an orangish red glow started to envelop his back. Then a bright flash was made as Shadow slowly descended to the ground with a pair of magical wings behind him. The wings were not like the wings of a pegasi, but more like that of a dragon. Except they didn't have scales, they were made of pure magical fire.

"Well, that was easier than I thought it would be. Now I better give them a test flight..." Shadow began flapping his newly conjured wings slowly and lifted off the ground.

"Most joyful they work! Now to test for some speed... "He flew a little higher, just enough to get high from the ground but still under the clouds. He started flying faster and faster.

"These wings are fast, but nowhere near the speed of Rainbow, but I have a trick or two up my sleeve… "

After flying around a bit more, Shadow began the flight to Cloudsdale. It didn't take long before he arrived there and began scouting for Rainbow Dash. After searching for about ten minutes, he found her fast asleep on a cloud. He flew up and stood on it next to her, and slightly nudged her. She looked up still half asleep.

"Oh hey there Shadow, I'm just taking a break from work... Wait! How are you up here standing on a cloud talking to me? You're a unicorn!"

"Hi there Rainbow, and yes I am a Unicorn. But I used my magic to craft myself a pair of wings so I could come up here and explore and to challenge you to a race!"

Rainbow began to smile, "You won't stand a chance, I'm the fastest flyer in Equestria. And you're not even a pegasi!"

"If you're so confident in yourself, race me to the road in front of sweet apple acres then."

"You're on Shadow! Ready, SET, GO!" Rainbow took off with a crack of speed. As she looked to her side, Shadow was right there staring back at her. Rainbow's speed increased, slowly pulling ahead of Shadow. He caught up, and Rainbow began to kick herself into overdrive. It was only to pass Shadow, but now she got farther and farther ahead. She was almost too Sweet Apple Acres now. She looked back to see where Shadow was, and he looked like an ant to her. "I've got this in the ba-"

She was cut off as a fireball of speed tore past her and into the ground in font of Sweet Apple Acres, landing with an explosion. Rainbow landed right next to it shortly after.

"I-I can't believe you beat me Shadow... I'm supposed to be the fastest flyer in Equestria…." she began to look sad.

"You are the fastest flyer in Equestria Rainbow. Actually I wasn't flying; I was using my magic to propel myself through the air. That last burst of speed was me using a cone of fire spell behind me to boost myself like a rocket. I would've lost if not for my magical talent. And I'd say that's a cheap way to win, so I'm handing the victory to you."

Rainbows face went from sad to happy, and slightly angry. "Yeah! What the heck! Using magic in a flying contest! And you're right, you used magic. You weren't flying at all! Haha!"

"Yeah that makes you number one, Rainbow. You always will be."

Rainbow smiled and blushed a little, "Thanks Shadow, you're a good friend."

"I'm Glad you say that Rainbow, because I know somponies around here don't like me at all."

"Who are they? I'll beat the hay out of them!"

"No no Rainbow, calm down. It's nothing I can't handle myself. Now if you will excuse me, I have a matter I need to attend too."

"Oh, well alright then. It was fun racing you Shadow, and nice talking to you too."

Shadow nodded, "Yes it was fun, now I'm off. See you around."

They both waved at each other, and Rainbow took off back to Cloudsdale. Then Shadow started looking at his wings,

"Ugh. I can finally get rid of these showy things..." He sent a charge of magic to them, and they fell to the ground like sparks.

"Ahh, that's a lot better. Now that simpleton Rainbow likes me. I only need to meet one more pony, and then I can begin my assault tonight. Equestria will be set ablaze! Tonight will end in fire! Ahahaha"

Shadow cut his laugh short as he noticed that the sun was low for this time of day. Then it hit him.

"Damn that Rarity! I was up late tying her up and her bed was so comfortable. I must've over slept! I need to find Fluttershy quickly" The sun was starting to set, Nightfall was about to grip Equestria.

With that, Shadow teleported to the edge of the Everfree Forest and began to walk up the path to Fluttershy's house.

"Good thing Pinkie told me where she lives" Shadow thought to himself as he walked up the path.

A knock was heard at Fluttershys door. There was no answer and again another knock followed.

"I don't have time for this!" barked Shadow.

There was one more knock and then the door came flying off its hinges with a loud explosion crashing inside of Fluttershy's house causing what seemed like dozens of small animals to cry and scurry about. Shadow walked in and looked around.

"She's not here…Damn it she must be in the forest, Well that's not all bad…I could burn the whole place down to find her...but that might kill her. Bah! It doesn't matter at this point I need to move quickly!"

Shadow looked up at the sun to see it starting to set.

"OH NO! I need to hurry!"

He turned from the house and Ran into the Forest yelling for Fluttershy in what seemed like a voice of a Demon screaming from hell.

"Fluttershy! Where are you? I just want to Say Hello to you!
Where are you my little pony?"

He paused "Damn this is getting nowhere fast, I need to pick up some speed!"

The Fiery wings sprouted from his back "These should give me just the boost I need."

He took off speeding through the forest igniting trees with fire as he went along; it didn't take long before a forest fire had started.

"If this mare doesn't want to show her face, ILL JUST BURN HER OUT!"….
"Wait what's this?"

Shadow saw what seemed to be the opening to an abandoned mine, the entrance old and dusty with signs that read "keep out unstable area." He landed next to it to get a better look when something on the ground next to an old rusty mine cart caught his eye. It was an old stick of high explosive dynamite.

"Ahh now this could come in handy" He picked it up with his magic shrunk it and stuck it behind his ear.

The forest fire had started to Rage by this point. Shadow was staring at it smiling with a devilish grin.

"So beautiful….. And soon all of Equestria will look like this!"

Shadow took to the air and in a short time was above the forest.

"Let's speed this process up a little!"

Shadow began to fire streams of flames and fireballs franticly into the forest burning everything they touched turning the land under him into a Raging inferno.

"EVERYTHING WILL BURN"!

Shadow looked up to see that it was almost now nightfall.

"HAHAHA my plans to attack Celestia are now in play! – NOW! LETS BURN EVEYTHING TO THE GROUND!!

Shadow took off towards canterlot castle leaving a stream of fire in the air behind him.

"Oh No! Screamed Fluttershy as she emerged from behind a rock near her house "I Need to warn the other and tell them to get to the castle quickly before anyone gets hurt!" she made a V line to Twilights house to warn her.

As shadow was flying towards the castle he saw that the fire he started in the forest was causing the sky to get full of smoke clouding vision in some areas.

"More….There needs to be more fire! And would you look at that! Ponyville looks exceptionally flammable tonight!"

As shadow flew over ponyville he was throwing fireballs all over the town slowly setting it ablaze. Until he saw the town square where he landed and began chanting a spell to himself.
While he was chanting fire began to spin around him in a vortex, he flew out of the top of it and focused a stream of magic into it.

Shortly after doing this, twisted forms of ponies came shambling out of the flaming vortex in massive waves, screaming and burning everything they touched. The Citizens of ponyville where shrieking and running for their lives.

"That should keep the majority of the princess's army busy… now to pay her a visit and exact the Revenge I've waited so long for!"

Shadow took off towards the castle at unimaginable speed, fueled by hatred and the taste of revenge.

"Is everything you just told me true Fluttershy?" asked Twilight with a tear in her eye.

"Yes…. I'm so sorry to tell you but I'm not lying I saw him with my own eyes….and heard what he said for myself."

"Alright…. in that case we have to stop him, quick we need to get the others and get to the castle fast!"

"Are you going to be ok Twilight?" Asked Fluttershy

"I don't know" said Twilight with tears running down her face
"But no matter what we have to protect the princess!"

Shadow had just made it into viewing range of the castle now

"Look at this Celestia, it's your lovely castle! But let me tell you…It will make an even better Grave!"

He flew a little closer and was now within attacking range of the castle….
He raised both hooves into the air and started channeling magic all around himself, he began to glow, His body seemed to flash once with the intensity of a solar flare then he pointed at the castle with one hoof and said

"Prepare yourself you false idol of power!….Prepare yourself for the funeral Pyre because your time is up and your rule is coming to an end Celestia!"

"Hahahaaha….it begins….." laughed an evil voice from within Canterlot Castle

Chapter 8: The Assault Begins

Shadow Flame

(A Path of Burning Darkness)

Chapter 8 - The Assault Begins

It was a pitch black night, the stars were blocked out by smoke and the moon could barely be seen. The brightest thing in the sky tonight was Shadow Flame's fiery wings slowly flapping in a rhythmic beat.

With his hoof pointed at the castle Shadow charged the magic in his horn and released a beam. The red beam shot towards the castle. At first it seemed to do nothing, but then a red haze formed around the castle. All was silent until a pop broke through the air. Then a ring of magical fire surrounded every inch of the castle, making escape impossible.

"The time is here," said Shadow, as he raised another hoof in the air. His horn started to glow again.

"Now it's going to rain FIRE!!"

Shadow then shot a huge blast of magic into the sky bursting through the smoke. Shortly after fireballs started falling around the castle, creating a hellish feel to the once peaceful place.

"Hahaha, I can't wait to see the look on your face Celestia!"

He slowly hovered closer to the castle with fireballs falling all around him. After a short time of flying he saw her. He saw Celestia in the middle of the courtyard surrounded by guards. Shadow moved quickly, flying towards the castles courtyard and hitting the ground with a crash. The crash was strong enough to shake the ground and cause a couple guards to lose their footing and fall.

Shadow was now about 15 yards away from Princess Celestia herself! His eyes met hers and he could feel his blood boiling.

"Do You Know who I am?!" yelled Shadow.

Princess Celestia was about to reply when a guard yelled,

"She doesn't need to answer you knave!"

Shadow looked at the guards, they were starting to charge towards him.

"A foolish mistake you've made interrupting me."

Shadow's horn glowed and a wall of fire consumed a few of the guards, burning them instantly and melting their armor into molten puddles of metal on the ground. The remaining guards backed off in a defensive position.

"And now so that you other useless guards don't get in the way..."

Shadow's horn began to glow again as the remainder of the guards surrounding Celestia began to choke and cough as smoke bellowed out of their mouths. They fell one by one gasping for air.

"What have you done to them!?" questioned Celestia.

"I burned out their lungs, but you should be more concerned with what I'm going to do to you….princess."

Shadow's horn glowed brighter than ever and his eyes were now producing a red illumination.

"Don't move princess or you might get burnt."

"Wait what are yo-"

Celestia's sentence was cut off as a barrier of flame surrounded her, inches from her flesh. She was helpless, she couldn't move or the fire would burn her to the bone. Celestia was shocked, she couldn't believe how fast everything had just happened. But she managed to pull herself together enough to say,

"I know who you are… you are that pony Luna rescued from the forest. I know I've seen you around the castle, yet you never said a word to me. Even when I tried to say hello to you, I always figured you wanted to be left alone…. Why are you causing all this damage to my castle and all of Equestria may I ask?"

"ARE YOU KIDDING ME CELESTIA!" Shadow erupted with Rage. "You should know exactly why I'm doing this!"

"Well I'm sorry young one, but I don't! Could you please fill me in to why you're doing this? Perhaps we can work this out."

"Never!" Shouted Shadow, "I can never forget what you've done! Do you Even Remember?! You're the one who-"

Shadow stopped as he sensed a magical presence building behind him. He turned to see the flash of a teleportation spell, and there standing nearby, was Twilight and her friends.

"Well look at this, all of my best friends are here."

Shadows eyes shifted to Twilight,

"And Twilight remember....I promised you a night you would never forget…well I don't think you will ever forget the night you see your beloved princess fall by my hoof."

"Shadow stop! The princess did nothing wrong, she's innocent! You can't do this!" yelled Twilight.

"She's innocent you say? Okay, apparently I'm the only one here who knows about what happened 1000 years ago!" He looked at Celestia with an evil glare.

"Let me tell all of you what I've come to learn, 1000 years ago my parents, head of the Flame family were alive and well. They were two unicorns of unrivaled power. I know for a fact that Celestia didn't like them, being a royal family of canterlot they often argued with the princess. My parents specialized in defensive and offensive magic making them noble warriors….until one day Celestia decided that their magic could be a threat to her throne and she deemed them threats and killed them in cold blood!"

Twilight and the others mouths were all open, shocked, not knowing what to make of what Shadow just explained. Celestia herself was even shocked….Flame family…… she thought to herself……

"Shadow Flame……I can't believe this whole time you've been living under my nose….and I didn't even have enough common sense to know…." Celestia paused with an incredibly sad look on her face.

"Shadow... do you really know what happened a thousand years ago? I've never told the story to anypony, but I think you need to know."

"I already know, you murderer!" shouted Shadow. "I just explained it!"

He put his hoof down and channeled a flow of magic into it. The magic sparked and focused into the shape of long sword, but instead of metal the sword was made of a hissing blue flame. Shadow started running towards Celestia with the blade raised.

"This was so easy Celestia, you should've seen it coming!"

Shadow jumped with the blade pointing directly at Celestia's heart. A loud crack was heard and Shadow unfocused his attack to see a white bolt of lightning arcing directly towards him. He quickly summoned his wings to try and interrupt his jump towards Celestia and dodge the bolt of lightning, but it was too late. The bolt ripped clean through his left leg, leaving a softball-sized hole that started bleeding profusely.

"AAARRGGHHHH!" cried Shadow in pain as he grabbed his leg, "Who the hell did this…!?"

He looked to the far right to see an all-black armored alicorn, Her horn was arcing with electricity.

"Arghh! Who are you, you monster of an alicorn!" Shadow screamed through the pain. He propped himself up with his other leg, blood was starting to pool around him. The mare looked at him and said,

"Well everypony here knows me by the name Nightmare Moon…except you, you know me better as Princess Luna... my dear.

Shadow eyes widened, "No! You aren't my princess Luna! She is kind and loving, you are some sort of monster!"

"Yes, I am a monster the monster inside Luna. I was waiting for the perfect time to attack...these last few years were grueling...me having to pretend i was that good for nothing Luna! The princess thought she destroyed me with the elements of harmony, but she was wrong! There is only one thing that can truly destroy me and save Luna, and that source was eliminated 1000 years ago!"

"What are you talk-Argh!" Shadows leg was in great pain the most pain he had ever felt, "What are you talking about 1000 years ago?"

"You are such a gullible little pony Shadow, you know that? Hahaha I do suppose I could tell you the pieces of the story you are missing before you die." Laughed Nightmare Moon

"Missing pieces? What don't I already know?" asked Shadow as he was forming a tourniquet for his leg.

Nightmare Moon laughed, "You don't know what really happened, nopony does except for me and Princess Celestia little pony, Now listen to what me and my…."Sister" are going to say because you are going to have a whole new perspective on this situation!"

"I'm listening," said Shadow, controlling the rage in his voice

"Enlighten me with your story…."

Chapter 9: The Smoke of the Past and the Flames of the Future

Shadow Flame

(A Path of Burning Darkness)

Chapter 9: The Smoke of the Past and the Flames of Future

The night was dark, the only light that could be seen was a very faint glow from the full moon and that of the fire falling from the sky. The mane six, Nightmare Moon, Celestia, and Shadow Flame were all in the courtyard of the castle. The story that was about to be told, forever changed Shadows views on the world. These words themselves may have decided the very fate of Equestria.

"Well then Shadow, here's what you need to know" Nightmare moon got an evil grin on her face as she began to tell her story.

"1000 years ago there was a powerful regal family that went by the name "The Flames". Their Magical power was unrivaled; Luna and Celestia's magical abilities could hardly border theirs."

"I know this story" responded Shadow Unmoven.

"No no dear you think you know the story" Nightmare moon laughed

"Now let me Finish"

"Well it came time of the summer sun Celebration and your parents were in charge of security and even had the honor of helping Celestia Raise the sun. But no that wasn't enough …my sister also put them in charge of helping Luna raise the moon that night, the thought of this….angered Luna greatly it was her rule over the dark evil night, nopony Else's! Nopony was ever awake to enjoy her nights, but the night that the flames were going to help…everpony in the land was awake to watch! Was Luna not important enough for them to watch? Yet your family was! Her hate grew, giving birth to me. The thought that people would be awake just to see the flames help her made her burst with anger."

"So just as Celestia and your parents were about to Raise the sun I attacked! It wasn't easy to kill them, I'll give you that but I was able to stab both of them in the chest with this very sword!"

Nightmare moon pulled out a Dark black vicious looking Rapier.

"They died like cowards teleporting away…but I guess that was to save and fling you into the future in hope that one day that you would save equestria...from me!, and look you played right into my hoof in helping me destroy it."

"Shadow I'm the one who killed your parents not Celestia!
I'm the one who caused the storm that broke the bridge that night! It was a test of your skill!
I'm the one who put that Book in the Library! You were so stupid to fall for it!
AND NOW THANKS TO YOUR HELP I'M GOING TO BE THE NEW RULER OF EQUESTRIA!"

"I…..is what you speak true?" said Shadow with a shattered look on his face

"I'm afraid to tell you that Nightmare Moon was in fact the one who killed your parents" Said Celestia through the barrier of Flames.

"Your parents and I were actually very close friends, they loved you very much Shadow, and they used the last bit of magic they had to try and stop Nightmare Moon and to save your life."

"Tsk they tried to attack me, but I was too fast for them and I dodged their blast" scoffed Nightmare Moon.

"The comet!" thought Shadow

"Well what happened to you for the thousand years after the murder?…" Questioned Shadow his anger was increasing to diabolical amounts.

"Oh that's right you've been missing the past 1000 years of news haven't you"? "Well I-"

"I'll tell him sister, Shadow directly after she attacked your parents it took every bit of magic I had in me but I managed to banish her to the moon for 1000 years. She broke free a few years before you got here and Twilight and her friends Used the Elements of Harmony to destroy Nightmare Moon and bring back Luna, but I guess You can't truly kill evil, I Should've killed you myself all those years ago….but…you are my sister…"

"Not anymore Princess! I Consumed Luna with hate! She doesn't exist anymore, only Nightmare Moon!"

"So Twilight and her friends attacked Nightmare Moon and tried to save Princess Luna?" said shadow as he staggered to his feet keeping the hurt leg limp.

"Yes" responded Princess Celestia

Shadow Thought to himself,

"…I'm so foolish, I tried to weaken the elements of Harmony In order to Weaken Celestia but all I did was make Nightmare Moon stronger….I played right into her hoof perfectly…I'm a pathetic Creature…. But…..I Can Still fight to try and make things Right!"

Shadow Turned to Twilight and her Friends and Yelled,

"Twilight! Use the Strongest Shield spell you've got on yourself and your Friends!"

"Ok " shouted Twilight as she casted the spell putting a purple barrier around her and her friends.

"Nightmare moon, I'm going to burn every cell in your body so you can feel every bit of my anger!"

Shadows eyes were glowing red, his horn crackling with power.

A raging tornado of fire surrounded the entire castle and the fire that was falling picked up in speed, size, and intensity.

"Oooo, it seems I hit a nerve" laughed Nightmare Moon.
"No matter I'll Kill you exactly how I killed your parents, even with the same sword!"

Nightmare moon dashed forward with intense speed, shadow could barely see her coming but managed to summon a small fire Dagger in his hand just in time to try and parry the incoming blow From Nightmare Moon.

"Hmph Amateur at best!" yelled Nightmare moon as she kicked Shadows Hurt leg.

"AARRGGHHH!" shrieked Shadow with pain as he hit the ground, his dagger falling away from him.

Just as he hit the ground Nightmare moon appeared over him, her rapier was pointed directly on his heart.

"Any last words whelp?"

"….Yeah as a matter a fact….I do have some last words." Shadow got ready to speak.

"Shadow NOOO!" screamed Twilight

"Silence Knave!" Shouted Nightmare moon as she launched a bolt of lightning piercing the shield and hitting Twilight, she fell bringing the shield down.

"NO!" screamed Shadow

Nightmare moon stepped on his stomach, almost knocking the air out of Shadow

"And after I kill you I'm going to give each one of them the most painful deaths a pony could ever hope for and the best part is after I kill all of you and Celestia, I'll just tell everypony that you killed them and that I stepped in to try and save them but I was too late….hahaha shadow you've made this all too easy for me. All of Equestria will be under my rule and everypony will blame you for the tragedy of what happened here!"

"Now what were your last words Shadow?"

Shadow readied himself with for his last words, signs of defeat where showing on his face.

"Never trust what your eyes tell you alone, get the facts straight, and make clear of the targets you stride for."

Nightmare moon smirked,
"If only you would've lived by this moral Shadow, you might have had a future"

"Just please don't hurt Twilight or her frie-!!"

Shadow felt a cold sharp pain in his heart, He looked down to see the black blade deep in his chest, deep enough to come through his back and into the ground.

"Your parents would been ashamed of you Shadow you're going to die tarnishing the name of the Flames forever" mocked Nightmare Moon.

Shadow laid there, life was slowly slipping away from him, he looked towards Twilight and her friends.

"I'm sorry, I didn't know...I didn't………

"You were a fool Shadow and because of that Equestria will pay" laughed Nightmare Moon. she turned towards Twilight and her friends.

"Now what to do with all of you."

"NO, Nightmare Moon YOU ARE THE FOOL!" Shouted shadow as he clutched her sword with all his strength and reached behind his ear pulling out the stick of explosives he had hidden there.

"WAIT! How are you still alive!?"

"Twilight, Shield now!" Yelled Shadow

Twilight, who had just gotten back up from the previous attack quickly put up another barrier around herself and her friends, tears falling from her eyes from seeing the condition Shadow was now in.

Shadow ignited the stick of explosives and looked into Nightmare moons eyes with a glare of vengeance. His bright red eyes matched the pool of blood forming around him.

"If I'm going down I'm taking you with me!"

Nightmare Moon unclutched the sword in an attempt to flee but before she could Shadow grabbed her neck to ensure she wouldn't escape.

"Let go of me you little monster!" Shouted Nightmare Moon.

A bright flash was seen and a vicious explosion was heard.

Chapter 10: Shadows and Sacrifices

Shadow Flame

( A path of Burning Darkness)

Chapter 10: Shadows and Sacrifices

After the concussion of the blast passed all fell silent. The smoke cleared revealing a crater that was left in the ground with rubble surrounding it, the vortex of fire around Celestia remained but the fire tornado around the castle began to fade.

"Sha Shadow?" Whispered Twilight

"I'm sorry Twilight" said Celestia

"Shadow…. is gone now, he sacrificed himself in order to save us."

"But it was in vain!" shouted Nightmare Moon emerging from the rubble, she looked badly damaged, her armor was destroyed and one of her wings was broken. Her left arm was bleeding profusely.

She raised her black rapier,

"I still have enough power to cut each one of you up!"

She slowly started walking towards Celestia with a slight stagger in her step. Just as she reached her she stopped.

"No it would be more painful to watch me cut your pupil up...right?" she smiled and slowly started staggering towards Twilight and her friends.

"Don't bring her into this! Leave Twilight alone!" shouted Celestia

Nightmare Moon reached the barrier Twilight was emitting and simply walked clear through it. The mane six all began to back up slowly but were stopped by the other side of the barrier.

"Got you!" yelled Nightmare Moon as she grabbed Twilight by the neck and dragged her in front of Celestia. When she got in front of her she held the sharp black blade to Twilights throat.

Twilight could do nothing but cry, big tears were falling from her eyes.

Nightmare Moon threw Twilight down and raised her sword high into the air.

"Shadow…… I wish you were her right now…" cried Twilight.

Nightmare moons Blade came down

But…..never hit its target.

Her attack was interrupted by a huge fireball smashing into her side, sending her flying.

Everypony turned to see Shadow Flame standing there undamaged in pristine condition. His fiery wings were smoldering and his horn was glowing red.

"What the Hell! You should be dead!" screamed Nightmare Moon. She was barely able to stand after the attack.

"Never trust what your eyes tell you alone Nightmare Moon, if you wouldn't have been so blind with power and revenge you might have noticed that you were in fact fighting a clone of me this entire time."

Shadow glided to Twilight. He picked her up and wiped the tears from her eyes,

"Are you ok?"

"I am now." she responded.

"Ok good, I need you and the other 5 to do something. Go get the elements of harmony, I know I have deceived you all in the past but you have to trust me on this!"

"I do Shadow, we will all go get our elements."

Twilight ran to her friends and yelled, "Come on girls we need to get our elements!"

She and the other 5 started running into the castle.

"Stop right there!" yelled Nightmare Moon

She attempted to charge at them but it was ineffective because as soon as she did she was met with another fireball, sending her smashing into the ground.

"Damn you!" she yelled, her horn was starting to arc with electricity.

"Well Nightmare Moon if you want to play with magic, allow me to do this!"

Shadows horn was illuminated his body began to glow and then there was flash of energy that mirrored itself. Out of the light 4 perfect looking clones of Shadow Flame emerged.

"I'll just kill all of you!"

Nightmare Moon fired a bolt of magic that arced hitting each one of the shadows, they all fell to the ground as she laughed.

"You forgot to watch your own shadow." whispered Shadow Flames voice

"What-! ARGH", Nightmare Moon shrieked with pain. She looked and had been stabbed in the back; the flaming dagger was still there.

"My magic isn't only limited to fire based magic, I've also learned much much more, Nightmares don't scare me anymore!"

"You should fear me Shadow, My power is Limitless!" screamed Nightmare Moon as she pulled the magical dagger out of her back.

"No Nightmare Moon you should fear me!"

As Shadow said this the ground was transfused with a dark swirling energy, from it dozens of dark black hooves began emerging from the ground grabbing at the air.

The mane six returned with their elements, they were all speechless when they saw what was happening in the courtyard.

"What is this!?" Shrieked Nightmare Moon as the hooves grabbed her and pulled her tight against the ground, holding her with an unyielding grip.

"This going to be your end Nightmare Moon" Said shadows voice laughing. He was nowhere in sight.

"Yes! The trajectory is lined up perfect!" whispered Shadow as he made himself visible to everypony again. He was standing in front of the mane six now.

Shadow used his magic to clear the smoke from the sky. A big bright object was falling at high speeds towards the castle.

Shadow was smiling as he began to speak,

"Nightmare Moon, You said the means to destroy you have been missing for 1000 years? Well here is the thousand year old spell my parents fired at you!"

Shadow made a thick Red flame barrier around Himself, Celestia, and the six.

The comet smashed into the ground cracking and exploding on impact releasing powerful magic everywhere with the loudest concussion Equestria had ever heard.

"NOOOOO!!!! Screamed Nightmare Moon. She was being ripped apart from the force and power of the magic, still she managed to arc another bolt of lightning towards the group.

Shadow saw it aimed at Twilight and quickly ran to move her, he got ahold of her and pushed her aside but the bolt pierced the flame barrier and cut through his shoulder.

"URRGHH! Damn that hurt….I'll bleed out in a matter of seconds if I don't do something……. this is going to hurt like hell."

Shadows horn began to glow…

"AAARRGRGGRHHHHH!"

His shoulder quickly flashed with fire.

"What are you doing?!" shouted Celestia puzzled at what Shadow had just done to himself.

"I had to cauterize the injury…….it hurt very badly…I had to burn off my nerve endings so that I wouldn't faint from the pain."

"You fool! It will never fully heal now! you're going to barely be able to use that arm and that scar will be there forever!" cried Twilight.

"A small price to pay, I deserve to suffer anyway." said Shadow

The comets power was beginning to fade and the shrieks of Nightmare Moon could no longer be heard.

Shadow looked at the mane six and yelled,

"Now use the elements in the hole left by that spell!…..But wait one moment."

He walked over to the crater left in the ground and saw Nightmare Moon lying on her back in a puddle of blood; the puddle was almost as dark as her heart. Her black rapier was broke in half.

"I should just incinerate you myself Nightmare Moon, but that wouldn't be the just thing to do now would it…I'm going to turn over a new leaf and make my ancestors proud."

"Just kill me, avenge yourself you bloodthirsty monster!" said Nightmare Moon choking through blood.

"You don't know it but your basically already dead you creature of hate. Enjoy the afterlife Nightmare Moon as I hope it's a Nightmare everlasting!"

A rainbow beam shot into the air and into the creator hitting Nightmare Moon and burning her away, the beam then arced into a bubble and spread throughout the land, putting out all the fire Shadow caused and bringing a calm soothing feel back to the world.

"I….is it over" asked Applejack

"Yes it is" said shadow as he released Princess Celestia from her fiery prison and bowed to her.

"Princess I am sorry I was fooled to the highest caliber and am fully ready for whatever punishment you are ready to give me."

Celestia ignored him and ran quickly to the crater, looking down to see Princess Luna bruised but alive. She was unconscious .

"How did you save her Shadow?" asked Celestia

"The spell my parents fired all those years ago must have been meant to kill Nightmare Moon, that combined with the elements of Harmony is what brought Luna back, the spell to kill the her and the Elements to restore her to normal."

"That makes since…when we used the elements to restore her the first time all it did was let Luna out while Nightmare Moon was secretly controlling her the entire time."

"Now Shadow you and the others go rest, I request that all of you meet me in my throne room tomorrow afternoon. We will discuss what to do with Shadow then, but for now everypony get some sleep for what is left of the night, it looks like you all need it.

The mane six and Shadow all bowed to Celestia as she walked towards Luna picking her up and teleporting away.

Everypony got up at the same time. All eyes were on Shadow. All he could do was look at the ground and utter the word,

"Sorry…"

Then he teleported away.

Chapter 11: Consequences

Shadow Flame

(A Path of Burning Darkness)

Chapter 11 Consequences

The sun was high in the air and the land was still. Birds were happily singing and small bugs were fluttering about, it seemed that Equestria was once again a happy care free place.

"Now! The Royal court is in session, all ponies take their seats!" said Princess Celestia with an official sound to her voice.

All the ponies in the room took their seats, Shadow Flame was standing in the middle of the room surrounded by everypony else. In front of him sat princess Celestia, The mane six, and Princess Luna. Luna had seemed quite healthy after the ordeal she had just went through. There were guards stationed all throughout the room there had to be at least 100 of them.

"Shadow you are here because you attempted to murder me and ultimately planned to burn Equestria to dust and in trying to do so have left much pain and sorrow in your wake. What do you have to say for yourself?" questioned Princess Celestia.

Shadow bowed to her,

"I'm very sorry, I know these words don't mean much, but all I wanted to do was avenge my family…. I was consumed by rage and hate, I jumped to conclusions too quickly. I was played like a hand of cards, I myself was on the same level as Nightmare Moon. I truly am sorry, everything I've done is 100% my fault and I take full responsibility for all my actions. I'm ready for whatever punishment you have in store for me princess."

Small tears started falling from shadows eyes,

"And the worst part is I never had any friends….but Twilight and the others….they were the closest things I ever had to friends and I betrayed them all…I'm so sorry I…I…am a monster for what I did to you all."

Shadow started crying, he tried the hardest be could to fight the tears back, but he couldn't.

"I….I'm sorry very sorry all of you, I just want to make things right." he fell to the floor.

"Please I just want to make things right" he looked at Celestia.

"Please Celestia give me another chance, I promise, that wasn't the real me…I was blind!"
All of the mane six saw Shadow crying and had different feelings about it. Applejack and Rarity could care less. Fluttershy, Pinkie, and Twilight all seemed quite sad, Rainbow Dash had mixed feelings on the matter.

Princess Celestia looked down at Shadow and then to the mane six.

"Because of this monster my father is dead!" Yelled one pony from the audience surrounding shadow.

A guard stood up

"He also killed 15 of our best colts!"

"Execute him" another voice shouted.

"SILENCE!" Shouted princess Celestia, "I have already made my decision!"

The room fell silent as what seemed like all of Equestria waited to hear the fate of Shadow Flame.

"Shadow as punishment for the tyranny you have committed I'm going to….!"

Shadow closed his eyes, his heart was pounding very fast…were these going to be his final hours?

"I'm going to make you a one of my Canterlot guards!"

Shadow eyes opened

"What?! Pr- Princess that is more of an honor than a punishment!"

The room broke out with yelling and arguing

"SILEANCE EVERPONY" yelled Princess Luna in the royal canterlot voice.
Luna smiled at Shadow and then began to speak to him,

"Shadow you're not guilty for what you did, you were led down the wrong path. You were led on a path of burning darkness, if sompony other than Nightmare Moon would've guided you I'm sure none of this would've happened. Besides if not for you that monster would still be living inside of me. Thanks to you she is gone for good, I thank you from the bottom of my heart."

Shadow bowed, "Thank you for your kind words princess."

Celestia cleared her throat,

"But let's not forget all the other things you have done Shadow, I said you will be a guard of Canterlot. You will receive the lowest possible rank and will have to listen to all of your superiors. You will also no longer be allowed to use or study magic in any way shape or form that is out of the power of any other unicorn, understood?"

"Yes", said Shadow wiping the tears from his eyes,

"Princess thank you for giving me this chance I will not disappoint I will be the best guard I can be and I will help any citizen in need! And you have my word I will also stop my study of magic."

He put his hoof on his chest.

"I swear it on the royal bloodline of the Flames. I will live up to your expectations princess."

"One more thing Shadow" said Princess Celestia.

"Yes?"

"You are not to make contact in anyway with these six, ok?

Shadow looked at the mane six and then stared at Twilight. His eyes slowly moved back to the princess.

"I understand fully, it won't be a problem."

"I will see you tomorrow then for the ceremony to become a guard."

Celestia looked at the crowed,
"COURT IS AJOURNED" she yelled

Everypony in the crowd stood up bowed and then began to leave. As they were leaving it seemed they were all whispering into one another's ear.

After everypony had left Princess Celestia walked down and sat next to Shadow, she extended her left wing and wrapped it around him, snuggling him in close to her, the same way a mother would a child.

"You've been through a lot Shadow, you shouldn't have had to go through so much, I'm the one who should be sorry. I didn't have enough power to save your parents all those years ago."

"Don't blame yourself Princess, It's far in the past now…nothing you can do will change what already happened. I'm trying to move forward now and not dwell on it."

Princess Celestia laid her head on top of Shadows.

"You are very strong Shadow…I'm sorry to inform you that life here won't be easy after what you've done."

"It shouldn't be easy…I've caused more destruction than this land has ever seen and I'm not even being punished for it."

"The punishment going on inside your head and what you have already went through is more than enough, but if you have the power to stand up through all this and pull through….it wouldn't be a surprise at all."

Shadow looked at Celestia with a confused look on his face.

She looked back at him

"What?" "You have the blood of the Flames in you, you're going to great things Shadow. You have traveled through the dark of the tunnel and you are about to reach the light on the other side……."

"Well there we have it, this was my story of how I alone almost killed an innocent princess and destroyed a peaceful land, But this is only the beginning of my tale. Now that you know the story of who I am and where I came from, I can tell you a much more interesting story, the story of the vicious war I was caught up in with my friends, how I met the love of my life, and ultimately how my fate caught up with me. Look to the stars my friend…for this is where THAT story starts……"