Twilight smirked, in her normal form, as she walked towards Fluttershy’s cottage, her horn glowing.

Fluttershy was humming softly as she walked around tended to her animals, and then noticed Twilight. “Oh hello Twilight! U-Um, what brings you here, i-if you don’t mind my asking?”

“Not at all Fluttershy, I just thought I should do something nice for you today, so I decided to make you something lovely to eat.”

Fluttershy blinked and blushed shyly, looking away. “Y-You didn’t have to go to so much trouble...”

“Oh it’s the least I can do for a friend...” Inwardly, she grinned wickedly. “Now just head on inside and I’ll be along shortly.”

“O-ok Twilight...” She smiled sweetly and headed inside.

Twilight turned to angel and the other animals who were watching the exchange. She grinned madly as her horn glowed. “Don’t worry. It won’t hurt. I’m using my magic to paralyze your nerves...along with the rest of your bodies. Now, ‘hold still’....like you had a choice.”

Celestia slammed herself repeatedly against the rock, her body bruised. She couldn’t stop, not now.

Twilight and Fluttershy sat down, eating some stew.

“Wow this tastes really divine...thank you Twilight, this is a lovely surprise...” She smiled with a soft blush.

“No problem at all, Shy, what are friends for.” Her eyes were closed, savoring the taste of the soup.

“But...there seemed to have been some crunchy parts stuck in that didn’t taste so good...”

“Oh that’s probably just the bones.”

Fluttershy blinked, looking at Twilight. “E-excuse me? I-I’m ever so sorry but I probably misheard you but...d-did you say bones?”

“Oh yes.” Twilight was still focusing on her meal. “I did do my best to debone the meal, but its so hard to prepare meat, particularly when youre not a skilled chef.”

“M-meat...?” Fluttershy’s eyes widened, growing pale.

Twilight looked at Fluttershy evenly. “Oh yeah, its a key ingredient in rabbit stew after all.”

“R-Rabbit...” The Pegasus looked down, going green as realization dawned. She threw the plate away, collapsing on the ground as as she start to vomit, tears falling.

“Oh don’t be that way.” Twilight tutted, her body warping, becoming more angular and twisted as she trotted towards the yellow mare. “After all, we don’t want the other meals to go to waste...”

“W-what...?” Fluttershy stared at her...former friend in horror.

“Oh my yes...so much meat...you’d be surprised by how well our bodies can handle meat despite being ostensibly herbivores...”
She grinned, baring sharp fangs. “And don’t you dare think about trying to escape. The curse I put in that soup that you happily ate should take effect shortly, making sure you can’t eat anything unless it’s made of meat...and of course, not me. I suggest you lock your doors and windows...after all...if you’re hungry enough...anything looks good...”

Twilight Horror chuckled darkly as Fluttershy collapsed into horrified sobs as her body slowly began to change under Twilight’s influence.

Celestia grunted in pain as she could hear Fluttershy’s screams of terror and the Element of Kindness shatter. Tears fell down her cheeks as she growled.

“So, you’re taking out the biggest threat to you first...” She resumed her tough task, ramming repeatedly against hard stone.

Twilight stepped into Carousel Boutique, as Rarity rushed over to greet her, in her usual manner.

“Darling! You simply must have your mane done, it’s looking like it has seen better days!” She said after gasped dramatically.

“Oh ‘ll take care of it later...besides, I come bearing gifts.” She handed a small box to Rarity, smiling. “It’s all on me.”

Rarity gasped as she opened the present and held up a red gem. “I...I don’t know what to say...I simply must replay you for such a thoughtful gift! This will go great on a new ensemble I am working on!”

“Oh no...” Twilight smirked. “It’s all for you...the perfect gift...for such a greedy thing.”

Rarity’s smile dropped. “What?”

“But you can give me something, ‘Element of Generosity’. Your body.” Twilight grinned wide as the gem glowed, flying right into Rarity’s chest...and deeper inside.

The white unicorn scream in pain. “T-Twilight...what..I..I don’t understand!” Her eyes widened as her hooves slowly turned into a transparent crystal; diamond. It slowly grew, up her legs, until the red gem was visible through her stomach, the change creeping up her body, soon only her eyes remained, staring in terror and horror at Twilight.

“Oh yes...a fine soldier you shall be...” The purple Unicorn grinned.

Applejack heard a scream and ran towards its direction, staring at something horrifying, tears in her eyes, unable to comprehend the scene before her: Her beloved granny, her body torn in half, blood and viscera covering the ground...and a grinning Twilight Sparkle.
“Wow! Now THAT is invigorating! Who knew ponies, even old fogies liek this one, could BLEED so much, huh?” She tilted her head, seemingly noticing Applejack’s expression. “Something wrong? It’s not like anyone cared about her, she just took up unneeded space.”

“She was important ta me!” Applejack shouted, tear falling. “Twi...W-what have you done...w-why would you do this...ta me...ta her? Just tell me the truth!”

“The truth does not matter!” Twilight shouted. “All that matters is that I needed to hurt someone close to you, and I decided to start with something violent and visceral...not my fault Granny Smith was a good candidate...”

“HOW DARE YOU!?” Applejack charged, refusing to believe the thing in front of her was really Twilight Sparkle....yes, it was a trick...Twilight would never do that...just an illusion...Granny was fine....just fine...

The Earth Pony fell to the ground, eyes blank as she became imprisoned in her mind....in a better world...a lie that was better than the truth...

Twilight shrugged, looking over her comatose friend. “Discord’s biggest mistake was giving you girls a chance...” She smirked. “It takes a big lie to make one believe in smaller ones...Now let’s find your siblings...and play with them...” She chuckled wickedly.

Pinkie Pie was in her room in Sugarcube Corner when it happened. Images of horrible, disturbing things overflowed her mind...images of her killing her friends...baking them into cupcakes.

“No no nonononononononononononononononono”

She curled up in a ball, hitting herself repeatedly in the head, trying to stop the images, trying to escape.

And escape she did, for her body couldn’t take it, and soon all that was left was a lifeless body with a broken down patch of red where her head would have been.

Twilight cackled from outside. “Too easy.”

Celestia was on the ground, sobbing, spittin up blood. “Stop it stop it STOP IT! Twilight stop! Stop doing this! Stop doing these things to your friends!” She coughed painfully. “I can’t...I-I won’t be able to forgive you...t-to see you as my student...as Twilight anymore...THEY’RE YOUR FRIENDS! Why are you hurting them!?”

Twilights grinning face appeared in her mind, speaking to her in a cruel, mocking tone. “Because it hurts you. And I wish to keep on, HURTING, you. Trapped in the centre of empty rock, unable to do anything to help your precious ponies. Buried alive....Buried Alive...”

Celestia’s features hardened into a look of rage as she screamed. “TWIIIIILIIIIIGHHHHTTTTTT!!!!!”

Twilight sighed contentedly, a look of orgasmic rapture on her features.

Rainbow speeded into Ponyville. She had been flying some distance away, trying to perfect her speed so she could perform a Sonic Rainboom at will, when she had felt an awful feeling.

She let loose a burst of speed, landing in front of Twilight’s house. If anypony could figure out why she was feeling this way, it would be Twilight.

However, she found hide nor hair of the unicorn, or of Spike, which was very curious. She then decided to head to Rarity’s thinking Spike would be there, and then he could ask him where Twilight was.

But, much like Twilight’s home, it was empty.

She was starting to freak out when, on a whim she decided the next place to search was the school, where she could ask Rarity’s sister where she could be, and thus where Spike was, and thus Twilight.

But the whole school was empty. No students, no teachers.

Rainbow Dash was hyperventilating as she flew to Applejack’s farm, to see if at least Applebloom was there to tell her where everyone was.

Again, the place was deserted.

Panicking completely, Rainbow Dash speeded through the town, going from house to house to everything in between, to find somepony, ANYpony.

The entire town was deserted.
“Where is everypony!?” The Pegasus screamed, and then a thought occurred to her. She didn’t check Fluttershy’s cottage in her panic.

With a goal in mind, she flew to her friend’s cottage, the last place she hadn’t look. It was a long shot, but maybe Fluttershy knew what was going on.

Her eyes widened and her heart sunk as she stared in horror. The yellow pegasus’ home had been torn asunder, as if by something as big and powerful as an ursa, and the animals that would always be there were gone. Not even that annoying rabbit.

The Pegasus fell to her knees as she shook, breathing deeply. “Where is...w-what happened here while I was gone...?”

“I had them relocated.”

Rainbow Dash blinked and looked up, crying in relief as she recognized the purple unicorn. “Twilight!” she flew over and grabbed the other mare into a tight hug. “I had an awful feeling for some reason so I came to ask you, but I couldn’t find you or spike, and I tried to find everypony else but no one else was around so I looked and looked and the whole town is empty and...wait...” She pulled away, looking at the unicorn with a raised eyebrow. “You moved them somewhere? Why?”

Twilight shrugged. “Well I couldn’t possibly just leave my minions here, could I? After all, not only is place the closest to one of the most dangerous places in Equestria, it’s not exactly prime real estate.”

“Minions?” Rainbow blinked, eyes widening. Twilight felt...different, somehow.

“Ok, more like slaves.” She smirked. “It was easy, taking over, using my new powers to make the townspeople follow me, to reshape them in mind and body. Of course, taking down the Elements of Harmony helped that along nicely.”

“What...?” Rainbow stared, not believing what she just heard. “T-Twilight you’re joshing with me right? I mean, you’re not like Discord or those other jerks...w-we’re your friends, you wouldn’t...”

“What good is friendship?” Twilight interrupted, deadpan. “What POINT is there to having friends, especially ones like you? Greedy, stupid, hypocritical, stubborn, useless jerks like you? I have realized something, Rainbow Dash. Magic isn’t Friendship, or something cheesy like that. Magic, REAL magic...is everywhere, you just have to know where to look.” Slowly, her form grew, her neck and front legs elongating, her front hooves becoming sharp yellowish claws, her eyes reshaping themselves into six, bulging yellow eyes, all staring at the blue Pegasus, Twilight’s cutie mark now moving to the front of her belly, growing big enough to cover a good portion of the swollen stomach, her back legs becoming slimy, striped tentacles as several more of the appendages grew out from underneath her, her tail disintegrating, her horn lengthening and twisting into a horrendous shape. By the end, all that remained was her distinctive mane, and even that looked slightly darker.

Rainbow Dash shook her head fearfully. “You’re not Twilight....”

He creature chuckled mockingly. “Actually, yes I am, I have just obtained....PHENOMINAL COSMIC POWER!” She giggled, a spark of her former self. “But enough about me...let’s deal with you.”

“Where is everypony!”

Twilight smirked. “Alright, let’s cut to the quick. Every...pony is in Canterlot. But I suggest you don’t go there...you won’t like what you see...”

“Like hay I will! I will just find the others and fix this sorry mess! And then we’ll save you from...whatever it is that happened to you!”

“Oh yes, the other Elements.” She smirked, tapping the Pegasus on the head. “I already took care of that.”

Rainbow Dash stood in horror, growing pale as scenes of everything twilight did played through her mine. Luna’s betrayed stare; Shinging Armour and Cadence’s murder; Celestia’s imprisonment; but the worst was what happened to her friends, especially to Fluttershy and Pinkie Pie. As that last image stayed burned in her eyes, Rainbow Dash let out several pained tears, before glaring at Twilight Horror in anger.

“You...You...BASTARD!” The Pegasus yelled, the first pony to have every sworn in such a way in Equestria, charging at Twilight, who chuckled and turned to mist, passing through Rainbow Dash harmlessly.

Well, harmlessly for Twilight Horror.

Rainbow Dash screamed and fell to the ground, tossing and crying at the pain as her wings melted off her body and stained the ground. The former Pegasus sobbed as she stared at the sight, shaking her head.

“No...no!” She began to cough as the mist had burned her throat.

“Oh that’s right, flying was everything to you, wasn’t it? Well too bad, so sad. Guess you won’t be saving the world any time soon.” The monster shrugged, giving a wry smile.

“I’ll kill you.” Rainbow Dash rasped out, her voice now husky and pained sounding. “I’ll rip that head off your shoulders and FUCKING SHOVE IT UP YOUR CELESTIA DAMN ASS!”

“oh my, such language!” Twilight sneered. “And how, pray tell, do you suppose you will do that? The Elements are finished, Celestia is indisposed and shortly all of Equestria will belong to me.”

“I don’t care. You’ll die. Not today, but someday, you’ll see. And when that day comes, I’m gonna piss in your fucking skull, bitch.”
Twilight smirked as the former Pegasus ran off into the distance, and the monster summoned a throne on which she sat back, clasping her claws in front of her, smirking sadistically.

“Oh, this should be very fun.”

Celestia continued to diligently stampede against the rock wall, her body now covered in bruises in scratches, but she did not care.
All that mattered was stopping this madness.

On the other side, a pebble fell from the rock wall and down into the forest below.

Author's Note

Yeah, this got...pretty effing dark.

So yeah, there were a lot of changes here compared to my initial ideas, for example Pinkie was going to become insane and become Twilight’s right hand minion, but I felt that cliché is overdone. So instead, she dies in a horrible, disturbing manner! Yay...?

Seriously, that moment squicked ME out, and I wrote the damn thing!

I was also going to showcase more of what twilight did, such as more detail into Fluttershy’s transformation as well as what exactly she did to everyone else in town, but 1) that feels more like padding and 2) I decided to save what becomes of the world for next chapter.

Hope you all enjoyed it and please comment.