Twilight and Celestia AKA Twilight Horror

by aceotaku

Rating: mature
Tags: Princess Celestia, Twilight Sparkle, Main 6, Gore, My Little Pony: Friendship is Magic, Dark, Alternate Universe
Length: 5473

Twilight is thinking about how much Celestia seemingly uses her and doesn't trust her, and she is growing tired of it. Aftecasting an unfamiliar spell, she may have stumbled on a method for revenge...

Twilight is growing beyond frustrated. Celestia, her mentor and princess, has been manipulating and using her for quite some time, and she is starting to realize this. She is also starting to realize how little respect Celestia has for her. Twilight wants to get revenge, to hurt Celestia as she has hurt her. And now, she can...

Dark fic.

Published 2014-02-19 14:30:03 UTC
Last updated 2014-03-05 17:25:02 UTC

Chapter 1

Twilight rubbed her hooves against her head as she read. More and more, she was getting annoyed. More and more, things kept happening in Equestria that needed her and the other Elements of Harmony to intercede, and oftentimes the Princess herself would make them do it, all ‘part of a test’ of course.

Now he was studying a spell, Celestia’s letter hinting that it was very important for Twilight to learn the spell.

She was sick of it. She was sick of Celestia’s machinations, sick of her ‘lessons’ and her ‘tests’ and all the threats she faced.
All she wished for was a way to just...make it stop.

Her horn glowed as she cast the spell, and she was surrounded by darkness. She looked around growing frightened as strange grinning, yellow eyed creatsures with long nsoes and pink heads surrounded her.

“You miscast your spell~” one of them said, “Getting distracted~?”

Twilight looked around for a way to escape.

“Don’t be scared~ We’re here to help~ We want to help you achieve great things~ All you have to do is wish for it and we’ll give it to you~”

Twilight looked up at the creature. “I-I have no desire to make a wish with you things...”

“Are you sure~? Absolutely nothing~? Surely not~”

Twilight pondered for a second. There was one thing, but she couldn’t-

“Granted~ You may use our power however you wish~”

And suddenly, a hole formed in her flank and the creatures flew into it, pouring inside her like ants going into an anthill, but ten times faster.

It didn’t even hurt at all....

Twilight had gone to Canterlot, and all the way up into the castle to meet with Celestia. She needed to see her, it was critical.
As she stepped along the great hallway towards the throne, she saw not Princess Celestia but her sister, Princess Luna, Princess of the Night.

Luna blinked in surprise. “Hello Twilight Sparkle! This is an unexpected visit.”

“Where’s Princess Celestia?” Twilight asked, evenly.

“She has an important diplomatic matter to deal with, and so I am here in her stead in case anyone came here for any business or needed her guiding hand. I am sure I can deal with any problem she can, so...what brings you here? You don’t really come to visit unless it’s a special occasion.”

“I just came here to see the Princess, that is all...”Twilight thought for a moment as she stepped closer, until she was inches in front of the Princess. “But...I suppose you could do as well..”

Luna stared evenly, a little affronted at the casual implied insult, but decided that twilight must have some important problem to deal with. “I’m sure I can. What is your reason for coming here, may I ask?”

Twilight suddenly charged, her now slightly elongated horn piercing the Princess’ chest, glowing as she cast her new, very useful spell.

“T-Twilight...?” Luna gasped out painfully, blood seeping from her chest and out her mouth as well.

Twilight looked up at her. “It’s really Celestia’s own fault. If she had been here, maybe I wouldn’t have had to kill you...oh well, an Alicorn is an Alicorn, no matter what.”

As Twilight cast the spell, as Luna’s body slowly fell lifeless, her power absorbed through the horn and into Twilight’s body, two figures gasped from behind the purple mare.

Twilight turned to find her brother, Shining Armour, with his wife and her former foal-sitter, Princess Cadence.

“T-Twilight!” Shining Armour asked incredulously. “What have you done!?”

Twilight pulled her horn out from Luna’s corpse and stared coolly at her brother. “I took her power, that’s all. I needed it more than her anyway.”

The couple stared at the purple unicorn in shock and incredulity. “Why would you do such a thing Twilight!?” Cadence cried out, tears falling. “How could you kill Luna!?”

“She is the mad mare in the moon, she won’t be missed.” Twilight replied, walking towards them. “I have gained the power needed to get my revenge, to get what I want, what I deserve; I am NOT going waste any chance with it.” She smiled. “Hey, perhaps you two could tell me where Celestia is? I really came for her anyway, Luna was just in the wrong place at the wrong time.”

Cadence struck twilight with a blast of magic, looking determined. “Twilight, don’t you realize what you have done!? You KILLED one of the ruling Princesses, you’re a murderer! Whatever you have to say won’t be enough to FIX this!”

Twilight got up and hit cadence with a blast of her own, but instead it truck a small bubble surrounding the Alicorn’s body. Shining’s horn glowed as he used his magic to protect his wife.

Twilight smirked. “Hmm, not unexpected, I suppose. Oh well, I already have blood on my hooves, what’s a little more? Besides, I could do with more power.” She directed another blast, but this time towards Shining Armour, but again shield magic blocked the attack. Twilight barely dodged several volleys that cadence fired, damaging the walls and the throne.

“Don’t you care Twilight!?” Shining Armour demanded. “You committed a heinous crime! You are resisting arrest! What has happened to you!?”

Twilight charged forward, locking horns with Cadance. “I stopped caring about the little things. I am sick of it all. So now, I am taking matters in my own hooves, and doing what I want, what I NEED, to get what I deserve!”

Cadence stared at her sister-in-law, and then glared, summoning a massive font of magic. “I will not allow you to get away with this!”

“I’m sure you won’t nor will my brother, but ‘allow’ isn’t the same as ‘will’.” And with that, twilight smirked as the entire room filled with impenetrable darkness.

Shining held up the shield around Cadence, but his eyes widened in shock as he felt a stabbing pain. He looked downwards, the darkness around fading, allowing him and his wife to see twilight Sparkle, his own sister, her horn stabbed through his neck.

“Goodbye, my Big Brother Best Friend Forever....” twilight said with a mocking smile as drained his magic from him and his eyelids fell.
“NO!” Cadence cried out, sending blast after blast at Twilight, but they couldn’t get past the shield that Twilight erected instantly.

Twilight grinned. “Now Cadence, you know you can’t get past Shining’s defenses, but I am much more powerful than my brother. Do you seriously think you can win?”

Cadence screamed in rage and betrayal, tears falling in streams as she charged at her friend, her sister-in-law, someone she even may have seen as a sister/daughter figure.

Twilight teleported, striking Cadence with a strong frontal kick as she reappeared directly in front of her, stalking over to her downed form as she stabbed her in the side, cadence crying out in pain.

“Goodbye Cadence. I am sorry it had to come to this, but you and Shining just had to force the issue.”

As Cadence lay still and Twilight walked away from the body, she frowned. She wasn’t nearly as powerful as she needed, no, wanted to be. She needed more. More power. But where...

She grinned. She just remembered something in the royal garden that could be of use.

As Celestia flew back to Canterlot, she had a strange feeling, a feeling of unease, that something was...very wrong.

She landed on the courtyard and trotted inside, and as she did, her feeling grew more intense. She never felt anything like this since Discord returned, but it couldn’t be, after all, the usual signs of his handiwork were nowhere to be found.

The great door lead to the hallway of the throne was closed, but she easily opened it with her magic. Strange, usually she would have come across at least a few royal guards, but she was all alone.

She walked down the hall, and as she, did, she gasped in shock. The architecture was started to become black and twisted and warped. Her eyes widened in terror and ran down the hall to find her sister for information, as well as to see if she was alright. If Discord WAS back...

However, when she came to what was the royal throne room, which was even more black and warped and twisted, she found neither her sister or Discord, but...a strange, purple creature. It was big enough to dwarf her and almost fill up most of the room, and had a very elongated neck with even longer arms coming down it which ended in small yellow claws. Its body was large and bloated, the bottom of which had several small tentacles with stripes of a darker shade of purple covering them. Its head was shaped like a pony’s, except it had large yellow fangs covering its whole mouth, or maybe WAS its mouth, and had six large round yellow eyes with red irises and black pupils, that made a disgusting noise as they swiveled around and looked at her with utter contempt. It had a horn growing out of it forehead, but was twisted and broken looking. It had a long mane of dark purple/indigo or maybe a blue colour, with stripes of a lighter, more pinkish colour. Her eyes widened when she saw that on its belly was Twilight Sparkles’, her beloved, most faithful student’s, cutie mark.

“Hello Celestia,” The twisted abomination that was once Twilight Sparkle greeted, “you weren’t here so i decided to...make myself at home.”

Celestia stared up at her student, eyes wide. “Twilight...what...what has happened to you, to everything? I-is it Discord...?”

The creature...Twilight...chuckled sardonically. “No, no, Princess, Discord isn’t free. But I must say...he WAS a little on the chewy side for my taste. But, at least I have so much more power than I ever had before. So, Celestia, what do you think of what I’ve done with the place, and my new look?”

Celestia backed away, shaking her head. “No, Twilight, you couldn’t...this, this isn’t you...w-whatever is making you act this way, we can fix it. J-just let me find your friends and bring them over here and perhaps the Elements can-”

“SHUT UP!” Twilight yelled in rage, slamming her...fist?...on the ground, breaking the floor slightly. “This is your fault! If you hadn’t given me that spell to look over, I wouldn’t have gained the power to even attempt all this! If you had been here, I wouldn’t have had to settle for your sister, or be forced to kill my brother and Cadence!”

Celestia paled. “Twilight...where IS my sister? W-what happened with Shining Armour and Princess Cadence? W-what did that spell DO to you?”

Twilight sneered. “I killed them. It was a necessary measure, I needed power, power to make a new, perfect world, but you weren’t here, so I had to take Luna’s power. And then Shining Armour and Cadence caught me. I don’t know why they had come in here and I don’t really care. I was forced to kill them and take their powers. All because YOU WERE NOT HERE!”

Celestia’s hind legs collapsed and she started to slightly hyperventilate. She closed her eyes, calming herself down, and when she opened them, she looked at her student with betrayal and despair. “Why? Why would you do this...?”

Twilight frowned. “You have no idea, don’t you? No idea of what I’ve suffered through! Foolish situations and laughable personalities! How many times have you sent me on some dangerous, life threatening mission only for it to be another ‘lesson in friendship’!? How many times have I almost DIED in order to learn some insipid moral or Aesop!? I am sick of you endangering my life and forcing these idiotic ‘duties’ on me!”

“You are an Element of Harmony, you and your friends are the only ones that can deal with threats like Discord and Nightmare Moon now! My lessons were to help you grow as a pony! I was only doing what was best for you!”

“YOU ARE NOT MY MOTHER, SO STOP ACTING LIKE IT!” The creature roared, slamming her arm against Celestia, pushing her back. “At first, I was only going to kill you...but now...now I have come to a much DIFFERENT conclusion.”

Twilight snapped her claws, and dozens upon dozens of royal Canterlot guards marched forward from behind her, their eyes blank and wide and staring, lifeless and empty. Celestia stood up, staring in horror as her former guards marched towards her, surrounding her on all sides, and their armour changing until it covered their entire bodies, much more thick and tough than before. Celestia couldn’t see their faces. They charged at her from all sides, striking her with head butts and kicks and bucks. She couldn’t escape as they dog piled her, and continued their furious assault. Celestia gritted her teeth as she cried out in pain, tears forming.
Twilight watched, grinning. “Oh, Celestia, such the martyr. Willing to let her own men kill her, not lifting a hoof to stop them, no, because that would require you to do something. Why do something yourself when you can just force me and my friends to do it FOR you. And of course, as you die from laziness, I use my newfound powers to create a new, better world. Without YOU.”

Celestia grunted, trying to ignore her former student’s mocking voice, the pain becoming greater, the assault not stopping. She was sure a couple of her bones might be broken, but she didn’t care, she wouldn’t, couldn’t, hurt her faithful subjects, even if they were no longer their own ponies but puppets.

“This is boring,” Twilight commented with a yawn, “you’re not even trying. I know you can do better. Use your magic, Celestia, they will only suffer longer.” She waved her hand, and suddenly Celestia’s mind was filled screams of pain and anguish and madness and despair. “You hear that? That is what your subjects feel as you sit there COWERING. Are you just going to sit there as they SUFFER!?”

Celestia cried out, tears falling. The attacks weren’t stopping, only increasing, and she growing aware that she needed to do something, anything, to stop the monster, her student, before her, before she did even more horrific things.

Celestia screamed in rage and anguish as she released a massive blast of fire and magic that destroyed her former guards. Tears fell from her eyes, inelegantly crying as she looked around her, nothing left of her attackers but a charred and blackened floor, still smoking from the heat.

“Are you SATISFIED!?” Celestia called out, enraged despite her tears.

Twilight clasped her claws in front of her face, grinning. “Yes.”

Celestia screamed and charged towards the monster, horn glowing. Twilight smirked and a tentacle flew from underneath, stretching out as it crossed the room and wrapped around Celestia’s neck. Celestia glared up at Twilight, no longer seeing her former student, only a dangerous enemy that needed to be put down.

Twilight was nonplussed. “Hmm you are quite powerful, aren’t you princess? But you know...that just won’t do. I can’t have you being the all conquering hero who saves the day, now, can I? So, let’s DO something about that.”

Twilight placed her hand over Celestia’s face; a bright flash engulfed her body. Celestia felt her wings and horn...gone. Her eyes widened as she realized that twilight had simply removed her powers. Twilight giggled darkly, throwing Celestia to the ground.
“Now what can you do!? Huh!? WHAT CAN YOU DO NOW, PRINCESS!?”

The white mare glared up at her opponent, a defiant glint in her eyes. “I can fight you, even without my power.”

Twilight roared with rage and several arms sprouted out from her body and she slithered over to Celestia, staring down at her with rage filled eyes. Without even speaking, she began to pummel Celestia with hundreds of arms, claws scratching her, cutting her skin. Blood poured onto the floor as Celestia bled, but still she glared up at her enemy with defiance. All this did was worsen the attack. Soon, Twilight finished, her claws covered in royal blood, glaring down at a bleeding, scarred Celestia.

“Now you will watch as I destroy your utopia.” Twilight declared coldly.

The mountain was massive, overlooking all of Ponyville. Twilight smirked as she threw Celestia into a cave. “You’re going to see the birth of a new world. I will change everything; create a new kingdom of my own, in my own image. And you won’t be able to do a thing but watch. I will make you watch.” The cave closed, rock growing where there wasn’t any before, and Twilight left. Soon, there was only a hole large enough to Celestia’s head to barely fit through. The white mare glared angrily. She would not let Twilight have her way, no matter how long it took.

And so, she got up, and began charge at the walls around her.

Author's Note

Hullo, peeps!
Yes, yes, I know, I bet a lot of people will not like this one. It seems any work that DARES to portray any member of the mane six as a villain will be decried as awful and unsettling. And...I can see that, but I won’t let it get in the way of me writing a potentially interesting story.

And as always, I probably wrote a lot of characters horribly OUT of character (Luna and Twilight especially), but...what can you do?
I hope I at least did well with Celestia’s characterisation. I didn’t want her to be a wimp, but I didn’t want it to be such an easy thing for her to just kill her royal guards like that either. I hoped I found a good middle ground.

Originally this story was very different, simply about a darker, more horror-monster themed story ala the Equinox-verse. Things...changed.

I hope you enjoyed it and please, for the love of Celestia, comment people!

Chapter 2

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.