The Shadow Within

by Alcatraz

Rating: everyone
Tags: Princess Celestia, Twilight Sparkle, Main 6, My Little Pony: Friendship is Magic, Dark, Sad, Princess Luna, King Sombra, Tragedy
Length: 17133

Would you rather die, or become a slave to darkness?

Would you rather die, or become a slave to darkness?

NB: This is a continuation of a comic dub I found on youtube. You can find the link here and there. You MUST watch it before reading this, otherwise it won't make any sense haha. Also, I'm yet to come up with a decent description of this so it may change at some point, as will the tags.
This takes place in the same universe as the IDW Comics that featured Rarity turning into Nightmare Rarity.
Dialogue sentences that appear in italic is the conglomerated voice that gets mentioned, so don't get it confused with normal dialogue or words that appear in italic in the middle of other sentences.

Published 2013-12-15 08:40:02 UTC
Last updated 2014-01-14 23:04:31 UTC

Chapter 1: Encroaching Shadows

The encounter with Sombra got to me. I had no idea how I got here, and no idea how to leave this... this void. I had no choice, I just had to use dark magic to free myself otherwise I would have choked to death. I had no choice! Those tendrils had me tied down, I couldn't move anything; my wings, legs, not even my head! But one thought did plague my mind. What if... What if I did join him? No. No, snap out of it Twilight, that is NOT you! You got where you are with hard work and friendship! Always keep that in mind. Always.

I've still worked hard for everything, but why turn down an offer to be queen?

"No, STOP! Please don't, I don't wanna be bad. I just wanted some friends, I didn't want to be a loser!"

"Your memories... Forget everything!"

"No, stop, who's there!?"

"It's cool... To feel evil!"

"Is that you again, Sombra? I, SAID, NO!"

"Darkness is so... Beautiful!"

"Rarity!?"

"I promise you won't come to... Harm!"

"Come out, now!"

"What's up? Why don't you... Smile!"

"Pinkie, is that you?"

"Come on little thing, it's time to... Eat!"

"That does it!" Firing a ray straight forward in front of me to form a hovering ball of light, only then does it comes clear what those voices were. Rainbow Dash, Rarity, Applejack, Pinkie Pie, and Fluttershy. All looked completely different. All five of my friends has dragon-slit pupils, bright red irises, and green sclera that 'leaked' purple cloud out the corner of their eyes.

"What... What happened to you all?"

"Join us, Twilight, JOIN US!" Came the collective, hollowed echo of their voices in the cavernous-black void in which we were standing. Rarity's horn was... different? Oh gosh, it looked like Sombra's! That unique, upward curve with the red tip, only the base is white instead of Sombra's dark-grey. All five had darker coats and manes to finish off their dark looks.

"Join us, join us, join us, join us!" They closed in around me, blocking any escapable route. I didn't know what to do! I couldn't fly, or rather didn't want to since I didn't know what would happen if I did. I stayed put, laying on the ground with my hooves over my head in a feeble attempt to protect myself.

"No, stay away, you're not my friends! GO AWAY!" I let out a burst of magic, how and why I don't know but the next thing I know is I'm in bed. Was it a dream? It must have been! "STAY AWAY FROM ME!!!" I scream, falling out of my bed onto the floor. Vision is still blurry, but I can make out a fuzzy silhouette of Sombra with my five friends around him!

"JOIN US!!!" they collectively say, before fading away in a haze.

"NNNOOOOO!!!!" I scream, closing my eyes as I do. With a heavy breath I rub my eyes and reopen them. Gone. All gone. I rise up from my sheets, panting and sweating erratically.

"Twilight!? Are you ok? What happened?" Came Spike's voice.

"I don't know exactly. One minute I was in Ponyville, the next thing I know is I'm in a black void with Sombra. He tries to convince me to join the dark side, and in this... void? I don't know, it felt more like a dream. Anyway, he had already infected the rest of my friends with his corruption; they all had his eyes too! Then when I woke up, even though everything was fuzzy, I swear to Celestia, I saw them all in the middle of the floor down there!" Pointing with a hoof at the middle of the antechamber piled high with books, off the edge of where my bed is.

"I'm sure they're fine, Twilight," Spike calmly reassures me. "You can check on them tomorrow morning. It's the middle of the night still. Go back to sleep."

"Rarity even had the same shaped horn as Sombra..." I said weakly, trailing off into a squeak. I touched my horn to make sure nothing was wrong with it. But... Oh no, the curve! "MY HORN!" I screech. With a frantic breath, I use my other hoof to examine it. How is this possible? One second it's curved, the next it's the normal and straight, with the spirals tapering to the point.

"What's the matter with your horn?" Spike asked, unimpressed at being constantly woken during the middle of the night.

"I don't know. One second it was... Never mind." Finishing the last two words off with a huff, picking myself up off the floor and back into bed.

"I hope they're all right. That dream seemed so real too. What if something's about to happen? To me, or to them?"

"Just get some rest." Came the muffled reply from Spike, who had his face buried into the pillow.

Turning on my side with wings folded, I close my eyes only to have the image of Sombra flash in my head. I open my mouth to say something, but I can't manage anything before an odd pulling sensation is forcing me into that same myteriously dark void.

"So what is it going to be, my Queen?"

"What is this place?" I say into the darkness.

"It is a dream I constructed." Came the reply.

"I thought it was only Luna who had dream-based magic?"

"This is getting tiring! You still haven't made a choice, have you?"

"How stupid do you have to be to not take no for an answer!?" I fire the ray again, this time making sure it connects with Sombra's metal plating, glancing off and hitting him square in the face and knocking him back. Sombra stammers to his feet, turning his head to look behind himself, at me. He has a new feature; a red fleshy scar over his right eye, and the eye itself had turned his eye completely purple, with the green cloud still leaking out both sides. Oh geez, he looked even more like a tyrannical king now. Anyway, the spell worked worked. There is a brilliant flash of white light and I sit upright in bed with a frightened gasp, but soon calmed by the chirping of birds and the morning sun shining through the window. Levitating a quill, ink and parchment over to my side I prepare a letter.

Dear Princess Celestia

Last night I had an encounter with King Sombra in a void he created, taking me there while I was asleep, dreaming. I request the presence of yourself and Princess Luna, who is an expert in the Dreamscape, at your earliest convenience to further discuss this troubling dream, as I fear it will cause significant problems in the near future.

From your faithful student,

~Twilight Sparkle

Walking down the stairs to breakfast being cooked by Spike, as per the norm, he notices the look of concern on my face.

"Are you doing alright this morning? You looked like you saw a ghost last night."

"Spike, you're not too far off at all. Did I say what happened?"

"I think so. You woke up in the middle of the night rambling about your friends, Sombra, and at some point your horn. Speaking of your friends, maybe after you eat you should go check on them to make sure they're okay."

"Oh yes, thank you for the reminder!"

Banging a hoof on the plate's edge sending the stacked pancakes airborne for a split second, opening my mouth to engulf and swallow the syrup-coated fried bread cakes, all in one swift motion like Pinkie does. How does she do that anyway? WAIT, HOW DID I JUST DO THAT!? Standing there staring into space deeply wondering how I managed to pull of a seemingly physics-defying act, getting interrupted by a waving claw.

"Yoohoo, Twilight? You ate those way too fast! It looks like the syrup and bread has clogged your inability to function right now!"

"Sorry Spike. I just did a Pinkie. I don't even..."

"Just remember, Twi, don't apply logic to Pinkie."

"Got it!"

With a slight squirm to make sure the pancakes have settled, I begin the trot out the door and the first stop; Sugarcube Corner. It's just a couple blocks away, and then Carousel Boutique is on the edge of town. Rainbow will be sleeping still, Applejack lives on the outskirts of Ponyville, and Fluttershy lives on the edge of the Everfree. *sigh* My hooves are going to be sore after all the walking today. But it's not a problem, all to ensure my friends are safe!

*click* Oh Celestia I can be such an idiot sometimes... I can just teleport! Or fly even! Sugarcube Corner is just ahead, so no point teleporting or flying there. What's happening to my mind? It's like I'm slowly forgetting these things... I just hope it's only temporary..

Inching the door to the Confectionery open and poking my head in to see if anypony is here. "Hello? Pinkie, are you here?" Crickets. Oh well, onward to Rarity's! I turn around and spreading my wings, only to find a certain pink pony standing before me.

"Hello Twilight, did you want to see me?"

Holy mother of Celestia, how does she even do that... "Ah, yes. I just came by to see if everything is alright?"

"Why would you ask something silly like that? Everything is always alright, this is Ponyville after all! Except for the time with Nightmare Moon, Discord, the Ursa Minor..."

At this point she's lost in her own ramblings, so I quietly take to the sky and fly on over to Carousel Boutique to check in on Rarity. Flying is definately relaxing, I can finally understand why Rainbow does it so much. Closing my eyes for a moment, taking some time to relax my mind with some deep breaths, opening my eyes to spy Carousel Botique within view. Beginning the descent down to the front door, I land graciously with a renewed sense of calm. Or is it qualm? One can't be too sure these days. Crap, there goes the relaxed feeling.

*knock knock* The door swings open to reveal one alabaster mare. "Hello! Welcome to Carousel Botique, where every- OH! Hello Twilight, I didn't see you there. Can I help you with something?"

"Yes, well, no... I just came to see if you were alright."

"Of course I'm alright, darling. Whatever gave you reason to think otherwise?"

"It's just that... Nevermind, I got to check on the others, bye!" I hurredly say before taking to the skies again.

"Most peculiar..." Wonders Rarity, stepping back into her store and closing the door behind her.

"Right, time for Flu-" OOF! Hitting something mid-air I start plummeting to the ground, falling, falling, like in my dream. Oh no, something's happening! But I feel myself get tackled mid-air by a blue blur and set safely on the ground. "Woah there Twilight, you knocked into me. Gotta watch where you're going next time!"

"Wha-? Oh, Rainbow! Sorry about that, I was on my way to see if Fluttershy is alright."

"Why wouldn't she be?" Queried Rainbow, to which I only raised an eyebrow giving her the "you know why" look. "Oh, yeah, because it's Fluttershy. Well, I was just with her and she's doing fine, and so am I! What's rustled your feathers, Twi?"

"It's nothing, really. I was just checking on everypony to make sure they're alright?" I said with a hesitant voice, exerting a concerned eyebrow-raising from Rainbow. "Uhm, ok then Twilight. I'll catch you later, I got some clouds to buck!" And with that she took off with her signature rainbow trailblaze.

Well, that's four down, now all that's left is Applejack. Let me just... Closing my eyes and picturing the Apple Farm in my head, concentrating on the image and 'stepping' into that image with a pop and spark. That's the jist of how teleportation works; it can be done over longer distances but that requires stronger magic. You need to put your physical energy into a spell, much like going for a run. The longer the distance the more energy it requires.

But it's not without risks either. There can always be things in the way that weren't there when you were picturing the place you want to teleport to, such as other ponies in the way... I come out of the teleport only to fall on top of an orange mare with a thud. "What in the hay?" Complained Applejack, shaking me off and giving a helping hoof to help me up.

"Sorry, that happens with teleporting when you don't know what's going to be in the way. So, I just came by to check if everything is doing alright?"

"Everything's fine, Princess!" AJ says with a wink, exerting a blushed grin from Twilight. "Why, is something wrong?"

I couldn't bear to tell her the truth. "Everything's fine just doing my duties as new princess!" I say while nervously scratching the back of my neck. "Well, I got some work to do for the Princesses, I gotta go now."

"Good luck then!"

There is an unexpected surprise waiting for me back at the library after stepping out of the teleport. "Princess Celestia? Princess Luna! I take it you got my letter?"

"We did, Twilight Sparkle." Began Luna. It seemed Celestia is here for, support? Or possibly to add in her two bits when appropriate. "It disturbs us so, knowing that you said Sombra created a dream when I know he cannot. There's only one other source that can create bad dreams of that caliber."

"Do you mean..." I began, with a look of utter terror on my face.

"I'm afraid so, my dear Twilight. It means the Nightmare Energy, the same energy that claimed Luna out of her jealousy and hatred towards me, and I do apologise If I upset you with that, Luna."

"'Tis alright, Sister."

"The same energy that claimed Luna, is after you. Twilight; you are not safe anymore."

"What do you mean I'm not safe? HOW could I not be safe!?"

"The Nightmare Energy that picked up on Luna's anger and jealousy toward me for shunning her all those years ago," Celestia said with a pang of pained guilt "must have picked up on something about you that it thinks it could use to transform you into a creature of darkness; like Nightmare Moon"

"So if Princess Luna is Nightmare moon, then, going off names, what would that make me? Twilight Sparkle, Twilight Sparkle... Hhm... Oh, Malevolent Spell! I like the sound of that!"

Celestia and Luna looked on with horrified expressions as Celestia's star student just gave herself her own name of Nightmare, and then proceeded to clap her hooves in enjoyment of being clever, but yet thoroughly stupid at the same time.

"Oh, and if I was queen like Sombra asked me to, then I'd be Queen Malev-..." The realisation of what I just did caught up with me, and my jaw dropped. "Oh my word... What's happening to me? I don't think I should be enjoying that nearly as much as I am. Celestia? I'm scared. Please, just PLEASE help me."

Celestia looks down on Twilight as she drops to down on all fours and starts crying, folding her front hooves over her head. "Hush now, Twilight. We can still avert this crisis much like how you reverted Rarity back to normal after she got taken to the moon. What we all need to do is remind you of how much your friends mean to you and what they've done to help you to get to this stage of your life. Just remember, if not for them you wouldn't be where you are now."

"Yeah, Twilight!" came a voice from nowhere. Who was... Then it hit me. All I was thinking, no, shouting in my head is GODDAMNIT PINKIE!!! "Pinkie, how did you... Never mind. If you're here, where are the rest of the girls?"

"They're not here right now, but I am! I was just walking by and heard Celestia talking and thought I'd say hi! After all it's not often she comes to visit. Hey, this morning when you came to see me you took off before I finished talking. Why'd you do that? Oh well, you probably had to check up on the others for the weird dream you had last night. Oh yeah, I forgot to mention that I was listening for about 10 minutes!" rambled Pinkie, holding out both hooves trying to indicate 10 minutes. But unsuccesful from the lack of fingers.

During the ramble, Celestia, Luna and myself were just staring at the mare hanging from the window. How did she even get up there? Celestia eventually took it to teleport Pinkie away back into her bedroom, and casting a sound-proof spell on the room.

"Anyway, where were we? Oh yeah. That's the thing, though! If not for them then THIS," exclaimed Twilight, tapping her hoof against the side of her head "these visions, dreams, whatever you want to call them, wouldn't be happening!"

"Twilight!" Snapped Celestia, raising her voice from calmed to stern. "You musn't let it get to you."

"But... I don't know how. Celestia, I'm afraid I don't have the strength to. With all these new princess duties and ponies swarming me when I go out; there's only so much I can do. But for everyponys sakes I know I must try. I just ask that you be with me if not yourself, at least in spirit. Even though you only live a train ride away in Canterlot!" It felt good to have a giggle to lift my spirits.

"Luna will watch over your dreams more closely from now on, and it behooves me to try and visit you in them too."

"Thank you, Princess. That means alot."

Celestia's little visit and calming speech helped put my mind at ease, but the following night wasn't better by any means what-so-ever. In fact, it got worse! Alot of the night I felt I was drowning in cold, wet cement being poured straight down on top of my head. Visions of my evil friends alongside Sombra from the other night plagued my head throughout the restless night. Waking up the next morning with a grumble and unenthusiastically getting out of bed to the amusement and horror of Spike.

"Sheesh Twilight. I don't know whether to laugh at you because of how ridiculous you look, or sympathise because of the horrid night's sleep you had."

As unimpressed as I am with that, a smirk and an idea crossed my face. Not blinking an eye, I make my horn bubble with the purple and green of Sombra's dark magic, just to scare him. "Uhm, are you ok, Twi?"

"I am not Twilight anymore." I say with my best Sombra-esque voice impression. "I am-" Before the last of those words could exit, Spike was running off down the hall screaming for dear life. "CELESTIA, LUNA, IT HAPPENED!!!"

"No, Spike, stop! Nothing happened, I was just playing a prank because of what you said! I swear I didn't intend to frighten you THIS much! Honest!" Running after a scared little dragon is difficult, but when I managed to teleport in front of him and magically hold his mouth closed while explaining why I did what I did, the resulting gaze from his eyes burnt a hole right through me.

"That was NOT funny, Twilight! Did you really think that was the best idea considering the circumstances?!" Spike could see her ears fold flat against the side of her head, taken aback by Spike's angry outburst at Twilight's ill-timed, and poorly thought out prank.

"I'm sorry, Spike." began Twilight, hanging her head slightly. "I guess it was pretty stupid after what's been happening. I just thought having a bit of a laugh would help cheer me up, but it did more damage than good. Ugh, I need some time to myself to try and sort out these things."

"Nu uh, not going to happen, Twi. Remember what Celestia said; that you need to spend the time with your friends so the company can help rid the Shadows from your head. They're preying on you, and if you don't show any weaknesses and overcome what ones you do have or are showing because of your new title, then you will overcome it!" With the end of those words, Spike's cheeks puffed up and belched out a paper and twine wrapped package and a scroll.

"Looks like That's going to have to wait for now, Celestia obviously has something more important for me to do."

Twilight unfurled the scroll, holding it in her aura.

My dearest Twilight

I have enclosed with this letter a book from the Royal Archives that you might find interesting. Maybe it will help you in your struggle.

Sincerely yours,

-Tia

Twilight bit back a laugh at the unusual signature. Usually that's Luna's pet name for Celestia! Just like how Celestia calls Luna, Lulu on occasion. Settling at the reading desk with a quill, ink and parchment, she began the arduous of her favourite thing; studying. Hours had passed. Mid morning, noon, afternoon, into the evening and night until nearing the end of the book she happened on this one, last, page. It stood out above everything else.

Do you ever wander where demons come from?

Not from ourselves, but from imagination and blame. For centuries we have looked for sources of evil, to explain the atrocities that people commit and exibit; a scapegoat if you will. They simply could not believe that one single being could be capable of doing such unspeakable things to another. After all, how could they?

It's only after we try to ascertain these demons as synonymous with what has been comitted is where things go wrong. We want so badly to put the blame on something, or someone else that they externalise these demons into a state of their own, thus giving them material bodies/physical form.

These tales get passed down through generation to generation, being told as fact and truth. This, ladies and gentlemen, is tantamount to lies and brainwashing. Not everything you get taught about good and evil is necessarily the right thing or the truth, nor is it black and white. You cannot and will not refuse blame and shift it to something else simply so you don't have to deal with it.

What happens when we come face-to-face with our own, inner demons? That is the question that sends everyone running for the hills. They want to hope, pray, to find another way. The easy way out, if you will. Sometimes it's all we've got to hold onto. As children, we're succeptable to whatever our parents tell us. Brainwashing us (as I stated) to make us believe whatever they want and that is what's wrong. And when they pass on, sometimes it's all we've got left of them, and if we get told anything else, we simply shrug anything else off as lies, propaganda. Basically, pointing the finger at something else when you should really be pointing it at a mirror.

Because that's what this is, right? Looking yourself in the mirror and seeing something you refuse to believe is happening and taking place.

Your parents are the cornerstones around which you build your entire life, born from the desire to emulate them as much as possible, hung on their every word, absorbed every teaching. But there had been some things about what had been said and done that troubled you, not because you doubted them, but because you saw the way your family reacted when they started on certain topics. You try tried to dissuade them, to convince the demons and monsters that they had preached against weren’t real.

Twilight closed and put the book down in the growing pile next to her desk. "Spike?"

"Yes, Twilight?" came the reply.

"I'm going to go talk to Celestia for a while about what's been going on; will you be alright on your own for a couple hours?"

"Sure thing, I just need to clean up and then finally get myself into bed."

Twilight's horn glowed her signature purple, charging a teleportation spell. With a pop and flash, she found herself standing in the door frame leading out to the dais from Celestia's bed chambers. "Celestia? I hope I didn't interrupt anything, I just really need to talk right now."

"But of course my dear, I was just writing you a letter asking you here!" Celestia said with a little chuckle and grin before joining Twilight outside, sitting on their haunches on the stone viewing platform.

"Now, where to begin?" Celestia sighed and looked out over the rolling hills of the mountains surrounding Canterlot. "Centuries ago, what was called the Cult Solar or Solar Cult, built their entire narrative around venerating and revering me and then saddling my beloved sister with every indignity imaginable, as you read in the book I sent you. She suffered for decades because of their slander before she could finally take no more. I often wonder if I should have done more to stop them before things went so far..."

"If they were so wrong? Then why didn't you stop them?" Queried Twilight, accompanying her mentor on the dais in the middle of the night, overlooking the kingdom.

"Because I was afraid of going too far. I have been a Princess and ruled Equestria for millennia. I have always desired, more than anything else, that my ponies not fear me, that they could have the freedom to express themselves and share their true thoughts with me and their fellows. I had feared that, in taking direct action against the Cult Solar, I would have crossed the line into outright tyranny. So I fought against them in the only way I thought I could. I tried to counter their arguments, to dispel their dogma with the voice of reason. But sadly, it wasn't enough. Even my voice can be drowned out if enough ponies shout loudly enough. And Luna suffered for my inaction."

"I think I might be a little lost here, Princess..."

"Demons originated as a concept, invented by a philosopher so ancient that even I do not know his name...or was it a her? The philosopher in question was seeking to articulate and explain the why some ponies do terrible things, what drives them to do this. Demons originated as a term for articulating and describing the darker aspects of pony nature that drive us to hurt one another as well as ourselves. He hoped that, in identifying these factors, these aspects of ourselves, these demons, that we could learn to overcome our own darkness and become better ponies because of it.

"So this mysterious philosopher came up with demons as a way of describing these tendencies in a way that regular ponies could understand. They were a metaphor, a symbol."

"What frequently happens," continues Celestia, "Some ponies took this philosopher's metaphors literally. They established the belief that demons existed, not within their own hearts and minds, but in the outside world, where they were an active and actual force seeking to corrupt and ruin. In the end, it all comes down to blame. These ponies didn't want to face up to the darkness within themselves, so they tried to externalize it, to turn it into something that they could blame for their problems instead of their own foibles. And this, Twilight, is how Discord came to be."

Twilight shot her head to her mentor so fast that an audible crack was heard from the popping fluid bubbles in her neck joints. "It can't be..."

Celestia only nodded, clearing her throat for another lengthy explanation. "I was but a young mare and Luna a filly, living under the care of Nobles after out parents passed on. It was difficult times; food was scarce and the three tribes were in conflict with one another."

"You mean like..."

"Yes, just like that play in the Hearths Warming Eve play you and your friends performed. Cold, bitter souls, empty stomachs, were a contributing factor amongst many others. Nopony wanted to accept the obvious blame for their part, nor did they want to admit their petty faults, such as the cause of the windingoes. By the time Clover the Clever had saved the day as you demonstrated," Celestia paused, giving Twilight a playful nudge at those words "it was too late. When the snow and ice cleared, he was already created out of all their bitterness and hatred for one another. It didn't take long for him to get to power, and when he did Discord ruled for decades before Luna and I had to stop him with the Elements after we pulled them from the Tree of Harmony."

"So, what you're trying to say is I need to stop trying to externalise my fears and face them head on in my dreams, before they consume me from the inside out?"

"Now you get it my dear. It's late, we must get to sleep. Might I invite you to spend the night here? To make sure you sleep soundly, that is."

With a little giggle and blush, Twilight nestled herself onto the soft mat that Celestia slept on as she draped a comforting wing over her star student. Closing her eyes, Twilight was confident she could get a peaceful nights rest for once.

Author's Note

Being only about 5300 words, the beginning was written from a spur-of-the-moment from watching the comic dub I linked in the description. Overall, it took me about three weeks to write due to an extreme lack of ideas at the time, and loss of motivation to write anything. My editor was out of contact for a few days and forced me to explore other options as far as having someone edit and review, goes.

Anyway, tell me what you think and depending how the feedback goes I may or may not write subsequent chapters. I do in all honesty, I just want to see [from feedback] if it's worth the ordeal.

UPDATE: I've had some errors and POV changes pointed out to me, and they've been changed.

Also, shout-out to Ruffy for helping me with the last minute edit and review!

Chapter 2: The Ongoing Struggle

Celestia stirs from her slumber, woken by the sounds of quiet sobbing.

"Twilight?" nudges Celestia, "are you ok?"

Twilight has her hooves covering her head with her wingtips trailing whisps of purple smoke off the ends of the feathers as they're tucked to her side, and looks up to Celestia from tear streaked eyes. Oh those eyes. Celestia saw it was too late to do anything at this point. Twilight's eyes were all whitened out and had the tell-tale signs of dark magic leaking out of the corner of her eyes. And her horn.... It looked like Sombra's.

"Tw, Twilight? What's going on? I told you not to let the Shadow get to you!"

"I... I'm sorry, Princess. But it is an offer I cannot refuse!"

Looking up at Celestia through those horrifying, pure white eyes strewn with raw power. Twilight opened her mouth to engulf Celestia with a blackened mouth, only to be wake up, startled, with a gasp, and breathing deeply to regain composure. Good, it was only a dream. Looking down under her wing at her star student, only a satasfied smile passing her lips for the sight before her is one of content. Twilight had curled up in a ball under Celestia's wing, like a kitten would do with a blanket.

"I said get lost, Sombra..." spoke Twilight.

That wiped the smile off Celestia's face, not completely, but with a chuckle that she just talked in her sleep. She knew that Twilight was dreaming about Sombra again, but the only solace she got was knowing that Twilight is at least trying to fight it off. But, one thing bothered her. Why Sombra, of all things? Why did the Shadows choose to manifest themselves as Sombra in an attempt to lure Twilght with promises of ruling as his Queen? Maybe only time will tell. Was there something about Twilight that she didn't know? Maybe she had a deep-seated desire to rule on her own? It is certainly a possibility, given her highly neurotic tendancies always kept the mare busy issuing orders about how neat and tidy things were supposed to be.

XXXXXXXXX

"Luna told me that it's impossible for you to create dreams, and only that the Nightmare Energy could do that. So, tell me. How are you doing it, why, and why have you chosen Sombra's form?"

The entity presenting itself as Sombra just sat on it's haunches and faded to a pure black shadow, retaining the body shape of a grown stallion, the eyes, Sombra's diadem, and spoke. The voice was nothing like Twilight had ever heard before, it's almost as though it's a conglomeration of thousands of voices mashed together in one body. "We are everywhere and we are one, for we are, LEGION! We lurk in the shadows of your minds, fueled by your deepest, almost darkest desires. It doesn't take a genius to figure out that you want everything to be ordered and organised; such as how you would run a Kingdom."

It was that moment Twilight felt something inside her snap off, almost like that little piece that was wanting to say no had decided to cut its losses and go AWOL, knowing that the Shadow is right.

"Tell me why I shouldn't, whatever your name is." Spat Twilight.

"The better question is: Why shouldn't you? You will get everything you ever wanted!"

"At the cost of everything I hold near and dear!" snapped Twilight, immediately after the Shadow had finished talking. "Look what happened to Luna; she got banished to the moon, both she and Celestia suffered being alone for 1000 years because you got to her!"

"You're forgetting that I didn't get to her, she let me. The elements won't work on you because you are an element! Luna and Celestia will be powerless to stop you and the other elements are useless against you. You will retain all waking consiousness, but your inherant darkness will come to fruition. It is all you ever wanted, and I am simply making you the offer: Let me into you and be a powerful Queen, or I shall make you a vessel for my own destructive purposes, regardless of the choice you make."

"What about my friends, and Spike? What will happen to those I care about?"

"When you become a Nightmare, you will gain the power to turn those into creatures of darkness too. Celestia and Luna are too powerful for the both of us combined to turn, their magical abilities overide what I have to offer. But those of a lesser mindset like who you mentioned, would be easy enough. All you'd need to do is pool dark magic into your horn and transfer it to them."

Twilight can do nothing at this point but hang her head, and cry.

XXXXXXXXX

"Twilight, Twilight, are you alright?"

Celestia has been watching Twilight sleep for some time, twitching often then eventually cry in her sleep.

"Princess? I'm not sure how much longer I can hold on. The Shadow just... keeps making more and more sense."

"Listen to me, Twilight. If darkness and fear take hole, you will become that which you most fear. Nightmares are nothing but fear that lives inside you. We all have the power to defeat them if you shine a little light of love on them! I still get nightmares. In fact, I get them so often I should be used to them by now. I'm not. No one ever really gets used to nightmares. You learned to run from what you feel, and that's why you have nightmares. To deny is to invite madness. To accept is to control."

"So, what you're saying is I can control it?"

"Yes, my dear. We all have to control our nightmares before they control us."

"So if I let The Shadow in, accept my own nightmares, I can control it?" Twilight couldn't bear to tell Celestia that the Shadow was going to get her either way; by choice on her behalf or by force. Either way she knows she's a gonner. But, Twilight is also keeping something from Celestia; that she already knew it could be controlled, as the Shadow stated. She knew if she could get her mentor to tell her to let it in, in a roundabout way, that she wouldn't feel as guilty letting it take her over. Call it a faux sense of approval.

"What are you trying to say, Twilight? That you want to let it in?"

"Like you just said. If I let it in and accept my nightmares, I can control them."

Celestia didn't like the sound of this. Standing up, her back to the door leading out to the dais. Physically discomposed by Twilight's words, she stood ready. For whatever might come next. Twilight stood up too, facing Celestia but with her head hung, the occasional tear running down her face and staining the stone floor beneath them both.

"If you do this, then I will be forced to-"

"You can't." Interrupted Twilight, a slight grin creaking from one corner of her mouth. "We both know that if, no, when it happens, the other five elements will be rendered useless. Having said that, I can choose to turn anypony else I choose toward the Shadow, but not you or Luna, for the power that will be granted to me will be equal to the both of you. In other words, we cancel each other out."

"Why are you speaking like this, why do you want this?" said Celestia, her eyes moistening. "When you came to Canterlot to study as my prodigee, I took you under my wing and raised you in a sense. Even though I took great care of you during all those years, I could never replace your parents. But after what we've been through together I consider you a part of me, a daughter almost. I love you, Twilight. Please don't do this to me."

"Because..." She had to be honest, after what Celestia just said. "Because it's going to happen anyway. The Shadow said that if I let it in then I'll have control over it, use it to my will. If I refuse, it'll make me do horrible things against my will to those that I care about; including you. I'm sorry, but I have no choice here. Please don't hate me for this, I'm just doing what I hope is the least painful route for me. I don't want this any more than you do."

"As much as I hate to admit it..." began Celestia, walking to Twilight and pulling her into a hug. "It does make sense." Both mares are in tears over the inevitable outcome of a situation neither of them wanted to happen. "I'm not sure how I'm going to handle what's going to happen, but if you're sure you're going to be able to control it like you think you can, maybe it's something you can use to your advantage. You need to tell your friends what's going to happen before it does. At this rate, you have to the end of the day and right now it's just about daybreak. Everypony should be up in a couple of hours so you should start telling your friends then."

"I... Have a better idea. Send a letter to them all; Rarity, Pinkie, Fluttershy, Rainbow, Applejack, and Spike. I wish to remain here for the time being and speak with Luna about the transition, so-to-speak."

"As you wish. I'll start on the letters and send them out requesting everyone here at, what time?"

"I don't know. I was thinking in the evening so they could, uhm, watch... But I don't know if that'll be a good idea or not. How about mid afternoon and when we're done speaking those that choose to stay, can."

"Very well then, Twilight. One moment if you please, I have an idea and want to see if it's good enough."

Dear (insert friends name here)

Twilight and myself, request an audience with you at the throne room of Canterlot Castle mid afternoon. Please come at your earliest convenience, for this is a matter of great importance.

Celestia

"It'll suffice. Now, can you tell me where Luna is?"

"I'll call her here, but if you don't mind I'd like to sit off to the side and listen and speak in now and then, if at all."

Celestia called in one the guards posted outside the door, and told him to fetch Luna immediately. The time until then was spent holding each other in a tight embrace until came the knock on the door.

"Come in."

"Our presence was requested by your solar guard, Sister?"

"Indeed. Have a seat, we have much to inform you of."

The next couple of hours was spent informing Luna what had happened during the night, Twilight's unfortunate dichotomous choice, calling her friends to the castle, and the choice they plan to give her friends. "Luna, right now Twilight needs advice from you on how to deal with what's going to happen."

"I can't offer advice since the Shadow got the better of my darker side. For lack of a better way to put it, you're letting it in so it doesn't do harm, or rather you hope that no harm will come. I don't know what to say at this point, Twilight Sparkle, but I... wish you the best in a manner of speaking. I do not wish to be a part of upcoming events because of painful memories, so I shall be elsewhere."

Luna walks up to Twilight pulling her into a hug.

"Thank you, Luna." Twilight said, burying her face into Luna's neck. "I'm sorry this had to happen."

"Twilight; it is not your fault!" Barked Luna. "The Nightmare Energy is an entity of it's own, and it seeks out those whom are vulnerable. Once it has ahold of you, there's no letting it go. Nopony knows how to, save the Elements of Harmony, but that is out the window I'm guessing? I must be going now."

Not getting even half way through the door, Luna stopped and hung her head.

"Something wrong, Sister?" Asked Celestia.

"I... I am sorry to do this, but..." Flaring her wings and hovering mid-air with eyes whitened with power, Luna fired a beam of white and blue energy at Twilight, singing her coat, collapsing onto the floor.

"LUNA!?!? WHAT HAST THOUGH DONE!?" screamed Celestia, using her Royal Canterlot Voice.

"I simply cast a barrier around the energy that is inside her, but I must have exerted myself too much."

"Silly foal!" came a conglomerated voice. "Do you not realise that you imparted some of your energy into us? Now we need not wait until sundown, you gave enough power to begin what I had planned!"

"Celestia, go-" Twilight hadn't finished saying goodbye, her wings and limbs splayed out in a burst of familiar magic and energy. It was excrutiating. The energy forcing its way under Twilights skin, splintering bone to squeeze into every crevace then reforming back. Every cell every organism was the same. Twilight was getting broken from the inside out; mind, body and soul.

Author's Note

This took longer than expected to put out, but in the end I succeeded in accomplishing 2k+ words by weeks end like I promised.

Chapter 3: Rise

Celestia and Luna could do nothing but looked on in horror and heartbreak. Luna would have alot of explaining to do, especially to her friends, Twilight was screaming in agony as the transformation took hold. Why didn't Luna tell her it would hurt this much? She asked for advice, but all she got was an unempathetic "I wish you the best". What an asshole.

When everything was over Twilight fell to the floor with a hiss, and what looked like smoke rolling off of her. "What have I..." Began Luna, fearfully taking a few steps back before stumbling out the door, watching the progressing events from the doorway.

"Twilight? Are you... ok?"

Twilight said noting, but struggled to her hooves, one of them giving out from under her, making her collapse back onto the floor. Celestia tried to lend a hoof, but all she got in return was shoved off.

"Get off me you traitor!" she barked, shoving back Celestia. Now standing on all fours, the newly formed Twilight stretched her wings wide.

Celestia took a few steps back, cautiously observing the sight before her. "Twilight what are you-"

"NO! I am not Twilight anymore. You may call me, Malevolent Spell, Queen Spell, or just your Queen."

"MY queen!? gasped Celestia. "I will not address an entity such as you with a title so undeserving. Give me back my Twilight NOW, you demon!"

"Twilight is no more, you pathetic princess!" As Malevolent spoke, her horn glowed a very dark purple, whisps of magic flowed from the glow, enveloping herself. Celestia seized a seemingly opportune moment to charge her horn, shooting a paralysis spell at the hazy purple fog.

It went right through the fog, hitting the opposite wall.

"Luna! Go get the other elements NOW, and bring Twilight's diadem too. If I still have any latent connection to them I may be able to cast the banishment spell."

"But I-"

"I SAID GO!"

With that, the Princess of the Night disappeared with a pop.

"Twilight? Malevolent? Whatever your name is. What do you plan on doing with my kingdom?"

Luna reappeared behind Celestia wearing the diadem with the other five ponies in tow, all of whom are wearing the element necklaces.

"You stupid little foal. You saved me the trouble of getting the other elements myself!" Malevolent cast a spell over the whole room, freezing everypony in it. "You stupid, stupid foals. All of you! I needed the other elements to help me reign supreme over this land, and you hoof-delivered them to my front door." She levitated the 5 gems from their sockets in the necklaces, and the diadem from Luna's head. The visible looks on her old friends faces were of utter shock, and sadness. Turning away from the whole group, she could hear a balloon deflate.

"Did I just hear a balloon?" sure enough when she turned her head, Pinkie's mane was laying flat against her head, expression remaining the same.

*step*

"Who did that?"

*step*

"You... BIG. MEANIE!"

Suddenly Malevolent found herself muzzle-to-muzzle with a pink pony and her infamous deflated mane.

"HOW DARE YOU TAKE TWILIGHT AWAY FROM US!" Pinkie snapped.

"I cast a paralysis spell over this whole room, how could you possibly have broken something so powerful that not even your beloved princess can break it?!"

"I'm Pinkamena, bitch!" Pinkie rolled her head around her neck and headbutted Malevolent, sending her stammering back several feet, dropping all 6 elements to the ground with individual clinks.

Pinkie stepped back, terrified at how her friend looked.

The new Dark Queen charged her horn, shooting the magic from her horn at Celestia then Luna. Both princesses disappeared in a puff of smoke, leaving only scorch marks on the stone where they stood, only then did she release the other four from their paralysis.

"What did y'all do with Twilight?!"

"Oh good heavens darling, what happened to you!?"

"You better give Twilight back or I'mma lay down the hurt on you in ten seconds flat!"

"Give Twilight back! That is, uhm, if you don't mind..."

"Oh for the love of..." Malevolent cast the paralysis spell again, freezing the five ponies. Turning to Pinkie she says, "You better not try anything again! Now, lets try this thing..." She charges her horn with a ball of black energy, touching it to Rainbow Dash's forehead and the ball wraps around Rainbow's body, engulfing her in the same magic. All that could be heard was excrutiating screams from within the shadow. When is dissipated, all that remained was...

"I name you, Spectra Storm!"

The newly turned Spectra Storm leaned forward on her knee and spoke. "I am honored to call you my Queen." Getting up, standing behind her new Queen and continuing with an ear-to-ear smirk. "What do you wish to do with these four?"

"Allow them go back to their homes. I have no foreseeable use for them." She released the paralysis spell, and Spectra continued.

"You heard the Queen, beat it!" Spectra continued with flared wings

"Rainbow..." Began Applejack "What has she done to you? You... and I... we..."

"Stick a hoof in it, farm-girl and get your worthless plot out of here!"

Rarity, Fluttershy, Pinkie and Applejack all hung their heads in despair and slowly walked out with their elements in tow; twin trails of tears being left by each of them on their way out. Malevolent rematerializes Celestia and Luna, but invoking a paralysis spell too. Turning to the frozen forms of Celestia and Luna, the Dark Queen addressed her captives.

"I have a mind to banish you two to the sun and moon respectively. But I have another idea. You're both familiar with magic blocking rings? Just slip them onto your horn and it's all but impossible to cast magic. Since our power is equal and neither can overpower the other, I'm going to use that to my advantage. I had forged out of the shadows themselves two hinged horn cases with a metal bracket that goes around your head and secures the case to your head and horn. To which I will also use a magic blocking ring. Your wings are the same principal; except it's a hinged loop that holds your wings to your body and nullifies your pegasi magic."

Malevolent materializes the six items out of thin air, and fixes them to the Sun and Moon princesses, only then releasing the spell keeping the two goddesses immobilized. When they got released, surges of black electricity shot through their bodies, making them shriek with pain, collapsing to the floor with the scent of burnt hair lingering in the room.

"Oh, I also forgot these!" With an excited grin, two more rings materialized. Only these weren't made of the black shadow-metal like the others were. No, these were regular, thick, cast iron collars with equally heavy lengths of chain attatched to them. "You will both serve as my pets!"

"N-no! I will not let you do this to me again!" Spat Luna, speaking very weakly. Suddenly, she gets zapped with bolts of black lightning again.

"Call them an incentive for trying to cast magic or use your wings. In essence, you are both earth ponies! If you like, I can cast a perception spell over you to hide the braces and in turn your wings to give you the outward appearance of earth ponies, but you will still be seen wearing the collars, which have also been enchanted to prevent breakage."

"Then, then why have you chosen to have them made out of heavy iron if they're impervious to breakage?" Coughed Celestia, struggling to get on her hooves.

Malevolent shrugged, walking forward to stroke her wings under the goddesses chins, or more rightly the chins of her new pets. "Because I want you to feel the gravity of your situation!" she said with a cackling laugh.

"Good one, my Queen!"

A light bulb went off in Malevolent's head. "Say, Spectra..."

"Yes?" she answered with a cocked head.

"Take a pick. Which one would you want for a pet?"

Spectra's jaw dropped. "You... You're offering me one of these two as a pet?"

Malevolent only gave an affirmative nod. "You'll be free to do with her as you please to your hearts content. They're of no importance to me anymore. The only condition is you tote around whomever you choose as a display of... dominance." Finishing that word with a wink, she sees a slight blush from Spectra's cheeks.

Spectra walks up to the two now earth ponies, Malevolent's perception spell already cast. Eyeing the two. "You are no longer princesses, that title belongs to me now. You shall address me as such and I will call you whatever I damned well please Tia. Is that understood?"

Spectra's new pet only nods, followed by a whap around the face with her wing. "I'm sorry, I couldn't hear you!"

"Y-, yes, princess." Spoke Celestia through a clearly heartbroken voice.

"You there," said Spectra, pointing a hoof at Luna. "You belong to the Queen, now get that sweet little moon over to your new Owner."

The Queen levitated the end of the chain not connected to the collar, pulling Luna over by it so they stood face to face. "Welcome, Lulu," Luna looked down in flushed embarrasment at that nickname, nopony but Celestia had called her that, for only her sister could get away with it. But now that is about to change. "to The Castle of Shadow! Come with us, we must address our new populace."

Both Malevolent and Spectra affixed the end of their chain to a loop in their armor that sat between their shoulders, for the ease of pulling them around. One that didn't involve biting the chain in the teeth and wearing them down. Because that would be painful.

"My Queen!" Celestia abruptly spoke, exerting an annoyed glance from Malevolent.

"What do you want?"

"My Queen," she corrected in a softer tone, seemingly relaxing the Queen "before we get subjected to whatever it is you had in mind for my sister and I, and the populace, might I ask some questions? It is for... peace of mind." You can clearly hear the distaste of the words in tone being spoken, but Celestia knew it is the only way not to anger her Owner.

"With the powers of Luna and I nullified, how is it you plan on raising and lowering the sun and moon?"

"Hmm, clever question. You see, I can pool enough magic for about three days worth into two candle-clock timers so that when they burn down to a certain point, the magic contained within will release, and that's what will raise the sun and moon. All I have to do is extinguish and light the other one as needed at the end of one candles 12 hour cycle."

"This question bothers me so. You told my Twilight that she would have control upon the power that you granted her. Clearly that didn't happen, so why did you lie?"

"Silly, silly Tia. That's not entirely true. She's still in here," Malevolent said, tapping a hoof to the side of her head. "only motor control has been locked out. Your Twilight has become a prisoner in her own mind, still fully aware of what's going on, still able to see and hear everything that's going on. Just not being able to do anything about it. It's like Discord being locked away in his stone prison. Anything else?"

The shamed alabaster mare only lowered her head in shame, and shook it side to side.

"Good, now let us be on our way."

Malevolent and Spectra lead their respective pets out the door of Celestia's bedchambers, beginning down the hall and towards the main dais that juts out the side of the castle tower; the same dais that Twilight stood on during her coronation. On the walk there she had an encounter with a few guards.

"Halt! Identify yourself!"

"I am Queen Malevolent Spell, formerly known as Princess Twilight Sparkle. This is my subordinate Princess Spectra Storm. And you, good sir, will become part of my new guard; The Dark Guard!" The three guards that stopped them could do nothing but stand there in fear, frozen by the sight of the former princesses with no horns and no wings, being lead around in cast iron chains and collars. The Queen fired three blasts, one from the Element gem sitting higher on her left and right legs at the two guards on her left and righ, and the middle guard got hit with the gen set in the chest plate. All three were engulfed in a cloud of dark purple smoke. When it blew aside, the sight is magnificent to Malevolent. All three guards had bat-wings, lavender-purple armor with a chest plate that flared back. In the middle of the chest plate sat a draconic eye crystal, as opposed to the Moon or Sun for the Solar or Lunar Guard. The helmets have a frill running from the front down the back, and all had the infamous draconic eyes.

"You three will accompany the four of us to the main dais overlooking the kingdom; I wish to address my new populace."

In unison the new Dark Guards spoke in unison. "Yes, my Queen."

No more interruptions this time; they made it outside. The new Queen magically amplified her voice across all of Canterlot and the surrounding area, which really only included Ponyville and Cloudsdale.

"Fillies and Gentlecolts everywhere, I am your new ruler, Queen Malevolent Spell, and I have an announcement for you all. Tomorrow, dawns in Darkness!!!"

Author's Note

I included greentext links to a few external pictures so you guys get a better idea of what Malevolent Spell and Spectra Storm looks like, as well as the candle-clock timers in case nobody has heard of them before.

Sorry for the late chapter, I was busy over Christmas/Hearths Warming, and my phone is too tempermental to allow me to use FIMFiction properly. That, and writers block is sporadic with me for some weird reason but I get past it in the end.

ENJOY!!! I hope...

Update: Due to inconsistencies in chapter five, I've had to apple a few edits to this.

Chapter 4: What about Spikey-Wikey?

Rarity, Fluttershy, a teary Applejack and a still-deflated-maned Pinkie had only just made their way back into Pony ville when they heard the announcement.

"Fillies and Gentlecolts everywhere, I am your new ruler, Queen Malevolent Spell, and I have an announcement for you all. Tomorrow, dawns in Darkness!!!"

"Who in the hay does Twilight think she is; taking Rainbow away from us like that! Why I oughtta..."

"Applejack dear, we need to figure out how we're going to deal with and solve this crisis. For all we know the princesses could have dealt with her."

"Uhm, Rarity, are you sure? Think about that. Would Twilight have made that announcement if she had been stopped?" commented Fluttershy

In response, Rarity just sat on her haunches, slightly ashamed at her statement. "When you put it that way..."

Everypony noticed Pinkie hadn't said a word since arriving back home. "Pinkie, are you doing alright?" asked Fluttershy, sitting next to her depressed friend and wrapping a comforting wing around her.

"Celestia and Luna aren't going to be able to help us. Twilight got to them too, but not like Rainbow. My Pinkie sense tells me that she did something awful to them."

Rarity's eyes went wide with realization. Putting a hoof under her chin and tilting her head skyward to contemplate, before speaking up. "Say, now that you mention it, why did Twilight convert Rainbow anyway?"

"Ah reckon Ah can fill in that answer. As much as ya'll hate to hear it, I think she took Rainbow because of her loyalty. When you think about it, converting somepony as loyal as Rainbow is going to work hugely in your favour because she'll rat out any traitors, conspirators, and everything like that. Say, does anypony know if Twilight has any books on that shadowy stuff anyway?"

None of them knew for absolute certainty, but something else entirely dawned on them as if a collective consciousness passed through the four, imbuing them with the same thought. "Spike..." came Rarity's voice. "Oh the poor dear. I wander how he's going to react to the news."

"Ah think we're about t' find out..." said Applejack, pointing a hoof at the ajar door leading into the Golden Oaks Library. "Ah just hope he'll be able to help us sort this whole thing out."

"Spike, are you here?" came Fluttershy's oh so soothing voice. "We... got some bad news."

When they opened the door, they were surprised to find the library spotless. Not a book was out of place, nor was there a big mess everywhere as expected, as goes the whole gets-word-of-bad-news-so-everything-will-be-a-big-mess axiom. "Spike?" came the angelic voice one again. "Applejack, can you look after Pinkie and see if you can't find anything about the Shadows while Rarity and I go talk to Spike?"

"Seems like a good idea, take yer time with him too."

Each gave a nod, then Rarity and Fluttershy headed up to the antechamber of a bedroom which Twilight uses to keep some of her more used books, to say the least. When the duo got to the bedroom door, all that could be heard is soft sniffling.

"Spike, darling, how are you holding up?"

"N- not good. Twilight, she was, is, like my m-, my mo..."

"Oh you poor thing!" When she wanted to, Fluttershy could fly exceedingly fast. The faster you can give someone a hug, it feels so much more comforting. Wrapping the baby dragon in her wings, Rarity put a hoof around Fluttershy and pulled her close with spike to join in on the hug. Several minutes was spent consoling Spike with hugs and little kisses. After what seemed like an eternity he stopped crying, although you could see where the tears had stained around his eyes. Now is an appropriate moment to break the hug.

"Thanks you guys, that means alot. What are we going to do now?"

"Well, Spike, we were hoping that there is a book that would be of help to us?" questioned Rarity. "After all, Twilight has books on all but everything in here!"

"I'm not quite sure, honestly. There's a couple about Nightmare Moon but nothing specifically about that Shadowy stuff, now lets go downstairs and have a look."

"Applejack and Pinkie are already downstairs looking for anything that might be of assistance while Fluttershy and I came up to see how you were doing."

Rarity levitated Spike onto her back and the trio made their way downstairs where they saw Applejack and Pinkie with several books around them. Applejack looked up from a book that simply had a picture of a white crescent moon on a black cover, to see Spike, Rarity and Fluttershy come down the stairs.

"Hey, Applejack?" asked Spike

"Ah haven't found anything yet, but this book seems to be promising but Ah can't guarantee anything just yet."

"No, not that. Where did you get that book?"

"What do ya mean?"

"Well, I've seen almost every single book in this library except that one; where did you find it? Twilight and I have been in this library for a few years since moving to Ponyville but not once have my eyes seen that particular book."

"Well, has Twilight ever asked you for it?" commented AJ, with a sneaky little grin on her face.

"Well, not really. I don't even know what it's called! How am I supposed to know what book to look for if I don't even know the title, hmm?" Spike crossed his arms, staring back at AJ with the whole 'gotcha' look.

"Suoopse you're right with that much. It's called Lunar Occurrences. It just basically about the effect the moon has on the land, which, now that Ah think about it, would be helpful in maximizing productivity in the Orchard. Pinkie on the other hand is just..." Applejack pointed a hoof at the flat-maned mare, idly flipping through pages of the original Elements of Harmony book that had told Twilight about Nightmare Moon.

"I, uhm, Pinkie? Found anything yet?" came a sheepish voice.

Without word, she simply got off her haunches and grabbed the book from AJ, put it on the floor and flipped to a seemingly random page, then making her way back to her own book. The other three ponies plus dragon gathered around the book to stare at the chapter title.

Shadows

The effect that moon shadows have is not widely known but are visible in the right circumstances, but due to speculation and trivial nature of them are subject to different interpretations from the viewing source. Lunar shadow activity has been in decline over the last few centuries, but records back before then are scarce and are difficult to interpret. However what we do know is in extreme cases sentient shadow creatures are known to "escape" from the moon every so often, although how often is up for debate. When they do however, they invade dreams and cause night terrors, nightmares and so on. One noteable account of this happening is in the case of Nightmare Moon. It isn't entirely known what happened, but they 'consumed' Princess Luna and turned her to the Shadows.

"That's it?" said Fluttershy with a disappointed tone.

"Now hold up there sugarcube, let's look at this sensibly. From reading the page, Ah've thought that 1000 years ago from the whole Nightmare Moon incident, the activity from these so-called sentient shadow beings had declined because they had a ruler, for lack of a better word."

"I see where you're coming from, dear. After the princess got banished to the moon the activity decreased for the reason you said, but when we stripped the shadows from Luna they've come back to claim another... Queen..." said Rarity with blatant bitterness on that last word. "Fluttershy, what do you think?"

"Well, you're both right and both wrong. They wanted somepony yes, but not to rule. I think. It could be possible that they're just wanting to have a physical conduit from the moon to the planet's surface? You saw what Twilight did to Rainbow. My guess would be that it's difficult to outright overtake somepony, so they choose somepony that has fears, weaknesses and so on to be exploited. They latch onto those and build on them. Everyone has a shadow in themselves, and I don't mean to be a meanie Rarity, but you should know that all too well.

"They make that shadow grow and grow until it it becomes something they can use to enter you. In another way, like inching open a door until you can fully step through. Anyway, my best guess would be that they simply want to build a population of shadow ponies since they don't have a physical form themselves."

Everypony is staring at Fluttershy by this point. "That... makes sense. But how do we get Twilight back?"

Rarity let a little giggle escape before stating; "Why darlings, the same way you did with me of course! By reminding me what I meant to you all! To put it like Fluttershy said, you closed the door on the shadow. We simply need to remind Twilight what she means to each of us!"

"But what about Rainbow..." You could detect the sadness in Applejack's voice.

"Cut the head off the snake and the body dies."

"SPIKE!! Why would you say that!?" gasped Fluttershy.

"He does have a point, you know." Pinkie finally spoke up. "Think about it, if you get the head off the snake, or in this case if we turn Twilight back to normal, the body will die; that meaning Rainbow will simply turn back to normal. It's the hold Twilight has over her."

With that, her mane poofs back up. "We should throw a party for her!!!"

"Pinkie, that's your answer for everything! A party celebrating two weeks after a holiday, a party on the day nopony has a birthday, even an after party for Gummy's birthday for Celestias sake!"

"Applejack! Pinkie has a point though, although misguided. Maybe if we can find the letters Twilight sent Princess Celestia and show them to her it'll rekindle the memories of us."

"Fluttershy is right. But how would we get into the castle and have enough time to snoop around to find them? The princess would no doubt keep them in her private quarters, but where?"

"Spikey-Wikey is right you guys, any guess is as good as the next. Not to sound repetitive, but our best chance is to remind her of all the good she's done." commented Rarity.

"Well, we can't risk bringing her to Sugarcube Corner for the typical party venue," said Fluttershy "she could turn everypony in Ponyville into Shadow Ponies."

"Ah hate t' burst ya bubble Fluttershy, but there's nothing stopping her from doing that to the whole of Canterlot. Heck, for all we know she could have done so already."

Everypony is out of ideas, and there's silence for several minutes as they all hopelessly re-read the passage from the book or idly draw imaginary lines on the floor with their hooves. What are they to do? Marching into the castle could result in them all being turned as well. Spike broke the silence, finally. "I think our best choice, although however silly, would be simply to request an audience and try talking some sense into her. It will also give us a chance to see what happened to the princesses."

"Spike, take a letter!" chirped Pinkie, and he somehow pulls out a quill and parchment from behind him. "Dear Queen Meanie..."

"Pinkie Pie!" snapped Fluttershy, shocked at the poor choice of words. Hey what can you do, she said the same thing to Chrysalis so it wouldn't be entirely out of the question for her to belittle a queen. Why is it every queen they've heard of so far is a bad one anyway? "How could you say that about Twilight?!"

"Because she's a mean queen?" came the ever so cheeky reply.

"While that might be the case, darling, it's still Twilight and we should still treat her with some semblance of respect. Now, about that letter. Dear... Queen..." began Rarity with all due bitterness at use of the word queen. "Uh, what did she call herself?"

"Malevolent Spell, as Ah recall from that booming announcement." added Applejack.

"Yes, thank you. Now, as I was saying. Dear Queen Malevolent Spell. We request an audience at your earliest convenience. Signed; Applejack, Pinkie Pie, Fluttershy, Rarity and Spike. Ok Spike, how does it look?"

"It'll do the job." With a deep inhale and green fiery exhale, he sent the letter.

Back in the newly dubbed Castle of Shadow, a scroll appeared in front of Malevolent in a burst of green fire. With a darker purple aura, she unfurled the scroll and began to read, all the while getting a curious stare from Spectra and a not so subtle look from the corner of Celestia's eye, with her chain still fixed to Spectra's armor.

After finishing and re-reading the letter, she let out a humored chuckle. "So, Twilight's old friends are requesting an audience with me? Fine, I'll give them their cake." and with a sly smile she added, "but I won't let them eat it. In fact, I'll take it from out under their noses when they think they've got it!"

"Uhm, Queen Spell?" asked Spectra with a curiously raised eyebrow. "What on earth are you talking about?"

"You'll see, Princess Storm. You'll see very soon enough."

After quickly writing down her response and sending it off in a puff of smoke, she turned to her princess and told her to take her pet to the throne room and that she'd be there momentarily. Turning to the former princess of the moon she said to her quietly, "You'll love what I'm going to do..."

In Golden Oaks, not three minutes after Spike sent the letter, he found himself belching out the anticipated response. "Wow," he began "such fancy writing, even more so than Twilight's. Ahem... it says; Friends of Twilight Sparkle. We grant your request for an audience and I am sending a carriage pulled by some of my new guard. When you arrive at the main castle entrance, make your way into the throne room. All of us will be waiting for your arrival. Yours, Queen Malevolent spell."

"Who in the hay is 'all of us'?" questioned the farm pony. "Who else did she get her dirty hooves on?"

"As much as I hate to think about it, I suppose we'll find out when we get there." said Rarity.

Soon after receiving the letter, there came a knock on the door. "Anypony home? We're the Queen's guard sent to retrieve the ponies whom requested an audience with her."

Rarity opened the door and her jaw instantly dropped at the sight of the new guard ponies. Swallowing her humility to be polite in not saying anything at the sight of the two. "Erm, yes. Girls, right this way into the carriage." she floats Spike onto her back and the five of them made their way into the ghastly looking carriage. The ride was rather pleasant and smooth, although no one said on the 45 minute ride making the atmosphere very tense. Eventually they arrived at the entrance to the castle and made their way into the throne room to be greeted by a highly unusual sight.

The Queen is sitting on the throne with a chain hooked through a loop in the arm of the throne itself, leading down to a collar which is attatched around the neck of an earth pony Luna whom is sitting on all fours with a bowed head. Spectra is sitting on a smaller throne in the same manner, with an earth pony Celestia chained to her chair. For whatever reason, there's a single candle lit flickering with a black flame sitting on the arm opposite the one with the chain

"Speak, and pick your words carefully." spoke Malevolent with a notable bitter tone in her voice.

Applejack spoke first. "Twi, I know you're in there. Somewhere. Maybe if you looked deep enough you would find who you were, and what you still mean to us."

Rarity took her turn, stepping forward. She has moist eyes, and looked like she's about to full-out cry. "Twilight, you helped me through the toughest part of my life when those horrid shadows took me. I owe you my life, just look at what they are doing to you, to us."

Fluttershy looked out from behind her long mane at the Dark Queen. "Uhm, Twilight, If you're still in there, please come back. Like Rarity said, we're all hurting inside and we'd all very much appreciate it if you came back so we can all give you and Rainbow a hug."

"Twilight, I was the first pony you ever met when you came to Ponyville and that means alot to the both of us. Come back to us, and I'll throw the biggest party we've ever thrown!" Pinkie had a sincere and solemn tone to her voice for a change.

"You guys are right." Everypony is amazed! Twilight has her normal voice back! "You all mean so very much to me."

Next to her, Spectra is just idly giggling throughout Malevolent's faux voice act.

"What in the hay are ya'll laughing at!?" spat the stetson wearing pony.

"You didn't think I was being serious did you?"

Spike had had enough of these games. He stormed to the front of the four ponies and outright screamed at the Queen. "GIVE MY TWILIGHT BACK!!!" but as soon as he opened his mouth, the black flame on the candle lept from the wick and down his throat. Rarity, Fluttershy, Pinkie, and Applejack looked on in absolute horror as the dragon started coughing and spluttering, falling to his knees with his claws around his throat. "What... *cough* did you... *cough* do!?"

Malevolent looked on with the biggest grin, one that Pinkie would be proud of if it didn't terrify her at the same time.

"Just adding more to the 'family'."

Spike is laying on his side, clutching his stomach as if he was about to throw up, but suddenly he fell limp.

"Spike!? Spike, answer me, please!" cried Rarity, outright crying tears at this point. She lays him out on the floor, lowering her ear to his mouth. "He's not breathing! You're not my Twilight anymore if you're doing this to little Spikey Wikey!!!"

It happened. Shadows leeched out of his mouth and started wrapping around his head and body. You could hear the cracking as they stretched him out to grow into a more adolescent form, easily standing as tall as Celestia. The light purple and neon green of his colours simply got deeper; his light purple was almost the same shade as Malevolent's midnight purple, and the lime-green changed to a forest green.

"Sp- Spike?" squeaked Fluttershy.

Spike simply huffed a puff of black smoke, slinking over to Malevolent's throne and curling up at the base, looking at the group with a sly grin.

"There, you got your cake and I snatched it back from under you." Spectra broke down in a fit of laughter at the realization behind the Queen's analogy. "Now beat it out of MY castle. Guards!"

Two Shadow Guard ponies wasted no time in entering the room. "Yes, my Queen?" asked one, both of them taking a bow.

"Escort these four back to their homes, I'm done with them."

"Of course your majesty, right away."

The four heartbroken ponies left the room and the door closed.

Author's Note

I have to credit The Ninja King for giving me the idea of writing Nightmare Spike into the story, and the image he gave me belongs to Sleepwalks on DeviantArt.
(greentext links for both people are avaliable)

I knocked this out in three days because I'm going away over New Years and didn't want to have a half finished chapter waiting for me when I got back which would mean I's be behind in my updates. Besides, it fits in with my aimed weekly update on this story.

Also, credit goes to Zero Soul for editing this story!

Chapter 6: A Spell Broken

"Guards!" barked Malevolent.

Two guards ran in as fast as they could, almost stumbling over one another in the urgency to get into the throne room. "Yes, My Queen?" Uttered one.

"Keep an eye on those six, have some of your men watch them. I can sense they're going to be trouble, they almost got the drop on me. Assign plain-clothes guards to Ponyville to keep an eye on them. Report any plot of treason to me!"

"Y-, yes your Highness" stammered one of the guards before they both clambered for the exit.

All five of her former friends and assistant had escaped, leaving only the former Princesses in her company. After that whole escapade with trying to turn Twilight back to normal, she'd have to be more careful. An awkward silence hung in the room between the three, almost as though Malevolent is expected to say something. Both kept their heads hung in both shame and fear of getting punished for speaking out against the Queen, passing the time until somepony said something.

An unforseen amount of minutes passed by before the head guard came running in. "Your Majesty! Rioting has erupted in ponyville! The five ponies whom escaped got back to town were met with unabated anger at having failed to stop you."

"What's the report on the ones who tried to stop me?"

"They're all holed up in their respective houses, and the Rainbow one and dragon are staying at the yellow mares house."

"Send out another half dozen guards to join the ones in Ponyville keeping an eye on the other five. If hasn't died down by the end of tomorrow you'll have ME to answer to!"

Malevolent could see the reaction in the guards face, akin to having your gut drop in fear next to wetting yourself. This exerted a satasfying grin from the Dark Queen

XXXXXXXXX

"You sad, sad little pony. Whatever makes you think you can break our hold on you, hmm?" remaked the floating entity, swaying side to side with those eerie, Sombra-esque eyes.

Twilight was in a battle for control of her own mind, the inky black shadow leeching its way from the growing blackness on one side, to the glowing white of the side Twilight stands on. It was disappearing quickly, and Twilight knew she needed to do something before she got completely corrupted.

"You're evil, and good always trumps evil! We defeated Nightmare Moon, Discord, even Sombra! What makes you so special, what makes you think you can defeat ME of all ponies!?"

The hovering cloud of smoke swam in circles around Twilight, taunting her. "You're weak, as is everypony else. You especially because of your new title and duties. How could you ever expect to live up to Celestia's legacy, let alone surpass it!?"

Twilight is just about fed up with its antics. "She chose me because she has faith in me, and believes I can do what she does and more! Why else would she have chosen me?! You... Whatever you are, you're NOTHING!" spat Twilight. "You leech off the fear and loathing of other ponies, using them for your own selfish gain! You're nothing but a parasite that should be burnt off with an ember!"

The entity hissed at the assault of words and receeded back into it's shadow, stopping the spread of and even the visible line of creeping shadow shrank back.

XXXXXXXXX

"Uhhn!" grunted Malevolent, keeling over moments after the guards had left the room. Celestia and Luna both looked at her, only to notice whisps of smoke coming off the Queen and themselves. Celestia looks to Luna and simply mouths "She's fighting it", and getting an acknowledged nod from Luna. They both had a plan in mind...

Three days later.

"Is that all the news you have for me?"

"Yes, My Queen. The rioting has subsided, but you should know that there's been rumors of an uprising. Rest assured we are doing everything we can to discoruage such a treasonous act." reassured the guard.

*clang*

*clang*

"Your Majesty, do you hear that? Sounds like the two captives trying to remove their irons!"

The internal mind battle between the Shadow and Twilight had caused the bonds nullifying the princesses bonds and magic to weaken because of the drop in power, accompanied by a weeks worth of magical energy build up in the two allowed them to secretly remove their magic-cancelling rings and in turn, the rest of the iron. Their plan relied on them keeping the illusory spell activated.

Running into the throne room, Malevolent witnesses the two engaged in battle with short-swords plucked from the sword-and-shield coat of arms that the Queen had placed atop the throne.

"My Queen!" Luna managed to say from the sword handle inbetween her teeth. "This white heathen is plotting to reclaim the throne! She took me aside in your absence and told me her plan, hoping I would be persuaded!"

"Drop your weapons this instant and back into opposite corners, NOW!" bellowed Malevolent. With angered breath, she addressed the both of them. "Luna, you did well to inform me of this treachery. You, however, Tia, shall be executed." The Queen bent down to pick up one of the swords between her teeth.

XXXXXXXXX

"Leave Celestia alone you monster, LEAVE. HER. ALONE!" spat Twilight. She could see everything that's happening, albeit unable to stop it much to her chargrin. All her view consisted of was the field of view through the eyes of Malevolent.

"I'm not going to kill her, you are my dear!" Cackled the Shadow.

A wide grin spread on Twilights face. "No. No I am not. And you can't make me either because I won't let you!"

XXXXXXXXX

"Wait!" Interrupted Luna. "Since I informed you of this treachery, may I do the honors?"

"Oh? You wish to end your own sister?"

"Consider it her just desserts for sending me to the moon for a thousand years!"

Luna raised the sword in the air, ready to strike down her sister.

"No! I wOn't LeT yOu!" The voice sounded like is was a mix of Twilight and Malevolent. "I wO't LeT YoU!" "Malevolent regained enough control over the emerging Twilight to scream out "DO IT!" at Luna.

Luna brought the sword down over Celestia, but Malevolent lept in front of the blade, and it connected with her horn, creating an explosion of diseased, rainbow-hued black, green, and purple light from the horn.

When the blinding light cleared, Twilight felt herself embraced in the hooves of none other than Luna and Celestia.

"W-what happened?"

"Hush now child, everything is going to be alright."

"What are you talking about? I let evil get the best of me. I don't deserve these wings or title anymore; I'm just a disappointment to you now." Twilight hung limply, bawling her eyes out into Celestia's mane.

"I held close that I believed what we had would last forever, and after all the moments we spent together this proved to be true. The Twilight that I knew still resided in there, and you were willing to throw yourself in front of a sword to protect those which you care about. Don't you remember?"

Twilight's eyes widened with realisation. "Only an act of love could turn me back to normal..."

"I was afraid you didn't hear that, but it looks like you did and I'm glad. You proved your worthiness to the title and wings, you've done more than enough to keep them."

With a half hearted chuckle and embracing the princess in a hug her own, Twilight asks; "Could you even take them away from me if you wanted to?"

"Well, why did you think I had Fluttershy reform Discord? I did say I had use for his magic." said the goddess with a cheeky wink. "But no, once this kind of magic is performed then It's not exactly easy to... Just forget it, I don't want to ruin the moment!" guffawed Celestia, exerting a hearty laugh from Twilight and Luna too.

"Twilight Sparkle, thou should rejoin ones friends in Ponyville. They would be more than excited to see you."

"Of course, but there's something that's bothering me. Where did the Shadow go?" asked Twilight, looking up to Celestia with a quizzical look.

"We... are not quite sure. After all the denizens of the moon were freed of the Shadows clutches and Rarity turned back to normal, the only other source would have been the armor that got shed from Luna when you peeled the Shadow away from her. That somehow followed you home and the rest is history. Hopefully it is no more, for everypony's sake."

She nodded in agreement, giving a hug to Luna and Celestia then flying out the door. She noticed a few guards splayed out on the ground, and some coming to wandering what in the hay just happened. She can't help but feel sorry for what happened, what she essentially did to them. Twilight's friends would be overjoyed to see her back, just hoping they can forgive her for what she was made to do, and letting evil get the best of her. The flight back to Ponyville was a long one, but it was much needed to help clear her head and gain some thinking space.

Touching down in front of Golden Oaks and knocking on the door she hears a familiar voice. "G-go away, T-Twilight isn't here!"

"Just open the door, Spike!" She said with a soft giggle.

Spike opens the door with moist eyes and an ear-to-ear grin, throwing himself at Twilight. "I missed you so much! never leave me again!"

"Don't worry, I won't."

Author's Note

This chapter was rushed and I don't expect to get a whole lot of positive things said about it or the story as a whole, but I just hated having a hiatus notice and an unfinished story hanging over my head.

I am never again writing a story without planning and forethought going into it. Speaking of which, I am planning a story right now. I've got backstories written, character roles, plot points, and I am including a shitload of characters from the show! Such as Chrissy and the Changelings, Mane 6, Sombra, Luna and Tia, Zecora and the zebras, Sunset Shimmer, Cadence, Discord to name but a few! To make it more interesting; I'm writing in Cupcakes Pinkamena :P

Anyway, sorry for the rushed job I just needed to get this out the way :(
Sorry to all my fans out there, I feel like I let you down with this one.

Chapter 5: Failed Ideas

"Spectra, care to do the naming honors?"

"Hmmm, Spike could mean..." The new dark dragon growled at the mention of his old name. "Woah, calm down there big fella! What about Black Thorn?"

"Hm" he said with a deep rumble in his voice "I like that, although Thorn sounds preferrable."

Getting fried with black lightning, all eyes turn to Celestia with the scent of ozone richly permeating the air. Her mouth agape with pain and an inaudible scream as the lightning wraps around her body.

"If you try casting magic or flying again then you'll be dealt with!" Screamed Spectra, whapping the goddess around the head with a wing. Celestia says nothing but laying on the floor breathing heavily.

XXXXXXXXX

"H-how could she do that to Spike? HER Spike! The Spike that means so much to me and the rest of us!" Rarity is fuming, and shaking with sadness and pure anger.

"Calm down Sugarcube, we'll figure this out somehow. First we need t' make sure that we're not gonna fall for another one of her dirty tricks."

"Well..." came a timid voice. "technically it wasn't a trick as much of a set-up. Twilight took advantage of our invitation to trick us so she turn rainbow into a shadow pony to take advantage of Rainbow for her loyalty, she was waiting for Spike to open his mouth so the flame could jump down his throat."

"Sorry to burst your bubble Fluttershy, darling. But by definition that is a dirty trick. What we really need to do is figure out what our evil counterparts would act like." Rarity said will a shudder. "As much as I hate to admit it, that way we can figure out if we would be of any use to her that way."

Pinkie however, remained quiet this whole time, which is rather unusual for her.

"Pinkie..." ventured Fluttershy "You're quiet. Too quiet. What are you thinking?"

"Well,you're right. We do need to figure out what our shadowy selves would do. I would throw shadow parties, which doesnt sound like fun because nopony could see each other! Fluttershy would heal all the injured shadow ponies, Rarity would make barding and clothing for the ponies in the castle, and Applejack would... grow apples as usual?" See let out a giggle at the idea of the farm pony not doing anything overly spectacular when turned to shadow.

"Uh, thanks Pinkie. Ah think. Well, you're on the right track, but going in the wrong direction. With Luna, the shadow amplified her desires, much like it's doing t' Twilight. So if it made the Princess want to cast an eternal night, what would it make Twi do?"

"Run a kindgom like a massively over the top super duper crazy control freak who wants everything neat and tidy?" interjected Pinkie.

"Well, yes..." hesitated Rarity "but when I got taken, the shadow tried to make me take over Equestria! But that still begs the question of why Twilight is, and not Rainbow."

"Rarity, if you were going to create minions would you want them t' have the capability for them t' surpass you?"

"Point taken, Applejack. I think we surmise that the shadows are using Twilight as a conduit to spread their kind."

"Remember, my little ponies, the mind can be corrupted but not the heart. It will take an act of true kindness or love to revert Twilight back."

"Did... did ya'll just hear that?"

"Yupparoonie!" exclaimed Pinkie. "The princess just told us how to turn Twilight back to normal!"

"Fat lot of good that will do!" spat the angry farm pony "That's basically what we've been trying to figure out!"

Right now, everything had come to a stalemate; nopony knew what to do. Rarity offered to fetch tea and biscuits for the other three while they looked through a few more books. *CRASH!!!*

"Rarity!?" screamed the yellow pegasus.

Rarity came running into the main room with heavy hoof steps, wearing a look of realization accompanied by an excited grin akin to having come up with a solution. After all, you wouldn't drop a tray of tea and biscuits without a good reason!

"The Shadow Pony!" she shouted, almost rupturing her friends eardrum.

"Have you completely gone loco in the coco!?" asked Pinkie. "Don't you remember, you thought I was the shadow pony, you silly!"

"Just hear me out! You girls remember when we all met and turned Nightmare Moon back into Luna?" Everypony nodded in agreement. "And whom here noticed the 'pieces' that fell off of Luna?" Applejack, Pinkie, and Fluttershy raised an eyebrow.

"Ah noticed them, but just brushed them off. Didn't think they were impor-" Applejack's sentence got cut off by a moment of clarity. Knowing what Rarity was getting at. "But they weren't there when we revisited the castle! But it's still up for debate as t' what happened t' those... fragments?"

"Right you are Applejack, but what I'm thinking what if those fragments of what remained of Nightmare Moon were, in a word, sentient?"

"Now you've lost me."

"Oh, me me me!"

"Yes, Pinkie?"

"The pieces of what fell off Nightmare Moon were still part of the nightmare energy! They turned back into shadow and lived in the shadows of the castle!"

"Exactly what I was thinking, Pinkie!" Beamed Rarity. "The shadow fragments lived in the confines of the castle giving rise to the legend of the Shadow Pony! Other pony explorers ventured into the castle and saw the Shadow Pony, but because it is recent, attributed it to other surrounding stories and assimilated it into other legends! It dates back thousands of years but only saw rise recently!"

"Oh, I get it!" squeaked Fluttershy. "So when we went to the castle on our seperate explorations, it somehow followed her home and, for whatever reason, chose this point to get at her."

"WAHA! Yes again! But now that I think about it, there's one thing that we're missing."

"And what would that be? Haven't we exhausted all leads at this stage?"

"Applejack darling, don't be such a salt sphere! If we stripped the shadow away from Luna, it means it's already weak! The powers that Twilight has from it, even though it has 'body' shall we say, is, in a word, hollow."

"So it has form and body, but is hollow? I'm beginning to get a picture here..." added Fluttershy, rubbing a hoof under her chin to think. "Applejack, Pinkie, you get where she's coming from, right?"

"Yuppers! If the shadow is already weak we should be able to hold it off but not completely destroy it with the elements we have! And if it's a shell of shadow, we should be able to join all our element powers and Rarity can use her magic to peel it off of Twilight!"

"Oh this sounds like a plan gals! Now all we need is a more in-depth plan!" beamed Aj

Rarity sat down and anxiously rubbed the back of her neck with her hoof. "I can do that, but I'm just worried about..."

"Now listen here; Pinkie, Fluttershy and myself couldn't live with ourselves if that happened again."

"You girls are the best!" beamed Rarity as she pulled the other three ponies into a hug. "Alright, lets do it!"

"Uhm, I hate to be a bother... But what about what Celestia told us?"

"That's just it! It's just her mind that's corrupt, not her heart. If we can show Twilight how much we love her by risking ourselves to save her then we can pull this off!"

With all four friends wearing ear-to-ear smiles, Rarity went over to the glass case housing the Elements, with a giggle she says "I'm just glad we managed to take these back without Twilight noticing. Bit caught up in the moment don't you think?" She dons her own, then attatches the other three to their respective owners, and put the diadem and Rainbow's element in her saddlebags.

"Uhm, Rarity..." began Fluttershy. "We got booted out of the castle a few hours ago, how are we going to get back in?"

Rarity mentally facehoofed and internally screamed. Celestia's flaming mareheat! "I don't suppose we could simply break in, could we?"

"Did you even see her new guards!? They look the kind t' bite your head off! What we need is some sort of protection t' get us in there."

"Iiidddeeeaaaa!" sing-songed Rarity. "It just slipped our minds that the remaining magic left in our elements is enough to nullify, or cancel out her magic! We can simply walk right in and her horrid shadow pony guards can't go near us!"

"Uhm, that's nice and all, but, you're forgetting they can still toss us in the dungeon."

"That's where you're wrong Fluttershy! The magic she used on them is just basically an outer shell of shadow enveloping the guards! If we kept together tightly enough their touch would just glance off the ambient magical shield surrounding us! The next part is just figuring out how to get to... Can... ter..."

Rarity trailed off not immediately aware of her surroundings. Fixated on talking to Fluttershy when they were still in the library she only turned away briefly to ask Pinkie how they would get to the capital city only to find that, you guessed it, they were already there! "Pinkie, just.... just... HOW!? You do this all the time! You appear out of nowhere, you can hide under rocks that are physically smaller than you, you somehow know what ponies are going to do ahead of time, but GETTING ALL FOUR OF US TO CANTERLOT IN A MATTER OF SECONDS!? HOW!?" screeched Rarity into the face of physics defying pony. "Sometimes I swear you could be the daughter of Discord the way you carry on!"

"Don't be silly, how could be his daughter?" she says as she starts hopping pass the three stunned mares. "I just took you here, it's that simple! But I do like the idea of being Discord's apprentice!"

The four of them started making their way through the city. In their walk through the town the new 'royal' banners already getting hung from every other lamp post along the streets. Alot of the ponies were muttering hushed whispers when they went by. "They can't stop the Queen!", "They don't have all the elements!". With a smug grin on her face, the alabaster unicorn simply knew they were wrong. When they approached the main castle door there's two shadow ponies guarding the door.

Hushed, she turns to the three following closely behind and says, "You know what to do girls!" With a unanimous nod they all began boldly walking up the stairs with grins of confidence.

"Halt!" Ordered the guard. "The Queen has ordered that you remain at home!"

Simply walking on by, the guard makes a grab at them but they simply get tossed back with a short bzzt of white electricity. Pushing open the doors they were all greeted with a shock. The interior as a whole had changed, while the outside itself remained relatively the same everything inside was a darker , shades of blues and purples. Rarity was thinking that it did look particulary lovely, who would have thought that Malevolent had a taste for interior decor?

A voice pierced the clop of hooves on the stone floor of the foyer. "So, you think you can peel the shadow off of me? You of all ponies should know better, Rarity! You've already tried winning me over and it didn't work; cut your losses and admit defeat!"

"You took Rainbow, you took our Twilight and most importantly; YOU TOOK SPIKEY WIKEY!!!" screamed Rarity at the top of her lungs. The others hadn't seen her that angry before! She levitated out Twilight's diadem and Rainbow's element necklace and hovered them in front of her. 'I really hope this works...' thought the mare. She shot a split energy beam that coalesced from the power of the other four at the two in front of her, hoping the ray would collect their power when fired through the gems. The dragon curled up around the throne began rising up, towering over the four mares.

IT WORKED!

One beam split and went for Rainbow's and Black Thorn's forehead, and the other hit Malevolent's horn, making all three of them convulse in place. The shadows on Spike and Rainbow literally melted off of them and visibly snaked their ways back over to the Queen where it picked itself up and lunged in front of the beam hitting Malevolent's horn. The inky blob exploded and splattered against the wall melting into the shadows, dissipating Rarity's beam sending the four mares flying back.

Malevolent stumbled to her feet, beginning with her evil laugh. "You almost had me. Almost! But since Rainbow and Thorn are down for the count, one of you will have to replace them!"

"Uh, Rarity." whispered the stetson-wearing pony.

"Yes, Applejack?"

"Grab Rainbow and Spike and lets vamoose before she nightmareifies one of us."

"Quite right." she calmly replied with her faux Canterlot accent.

The four calmly got to their feet, clearing their throats; then Rarity opened her mouth. "I uhh..." she enveloped the unconcious Spike and Rainbow in her aura and making a beeline for the exit with the others in tow galloping as fast as their hooves would allow.

"Just you wait..." muttered the Queen. "Just. You. Wait..."

Author's Note

Before anyone points out that since this is set well into Season 4 and thus they shouldn't have the Elements, allow me to point out that I have purpose for them in this story.

Update: I had to apply edits to this due to inconsistencies in chapter three.