Gloom and Doom

by casualbrony10

Rating: teen
Tags: Adventure, Sunset Shimmer, Main 6, Drama, Original Character, My Little Pony: Friendship is Magic, Dark
Length: 55886

Tirek is defeated and Twilight is princess of friendship, but all is not well in Equestria. An ancient force has been released and prepares to plunge the land into misery.

Tirek is defeated and Twilight is princess of friendship, but all is not well in Equestria. An ancient force has been released and prepares to plunge the land into misery. Only true friendship can stop it, but in order to do so, the mane six must confront the shadows within themselves. Old wounds reopen and old memories surface as our heroes face despair itself and find that the evil at work is greater than anypony could imagine. There are some spoilers in this story if you haven't seen the season 4 finale or Rainbow Rocks, as this takes place right after those. It has a lot of chapters but they are mostly very short, less than 2000 words each.

Thanks to Silverbirch for the cover art.
Update: Apologies for the abrupt and unfinished ending. College, work, and family has been very strenuous for the past 2 years and when I wrote the latest chapter I knew that I may not be able to get back to this for a long time. I intended an epilogue and sequel and to come back and improve the story, but time is something I have had little of for a long time. I don't know if and when I'll be able to complete this and I'm sorry for that, you deserve better. I will try to finish this and give it the ending I envisioned.
Update: It is complete, thank you dear reader if you followed me all the way through this journey.

Published 2014-11-16 19:10:12 UTC
Last updated 2017-12-23 16:00:40 UTC

After Rainbow, Before Rock

Twilight had tears in her eyes as she gazed at the charred remains of the Golden Oaks Library. It had been a week since Tirek's defeat and her rise to Princess of Friendship and this was the first time she had gotten to see her old home since its destruction. The past few days had been filled with celebration as Equestria hailed the return of its stolen magic and the establishment of a new kingdom. Up to that point Ponyville had been semi-independent, it had it's own flag, anthem, and could participate in the Equestria Games, but it was still considered a vassal of Canterlot, much like Cloudsdale and the other cities. After Twilight's coronation, Ponyville had its own princess, but Twilight did not have any official power or jurisdiction yet beyond her title. Now the other princesses had deemed Twilight ready to take on the full responsibilities of her crown and Ponyville could gain the same status as Canterlot and the Crystal Empire. All three were still considered a part of the country of Equestria, with the 4 princesses acting as a sort of tetrarchy. Twilight had spent the last week attending celebrations and working with Celestia, Luna, and Cadence to get through all the formalities. The mayor and Ponyville's officials would continue to handle day to day administration in her name and Twilight would only need to act in emergencies, matters of high justice, ceremonies, and diplomatic affairs. Twilight had decided to share her authority with her friends, Spike included, after all, the Tree of Harmony had given her castle 7 thrones. Her friends immediately agreed and together they formed the Council of Friendship. Twilight was relieved that the weight of such responsibility wouldn't fall on her alone. Twilight had pushed thoughts of her library to the back of her mind, but she knew that she would feel the loss at some point. That knowledge didn't make it any easier.

Her new castle was magnificent, but Golden Oaks held a special place in her heart. She had only lived there for a year, but in that year her life had changed so much. She met her friends, discovered the elements of harmony, became a princess, and saved Equestria many times. It had been the best year of her life and her library was tied to all those wonderful memories. Its destruction felt like the end of an era and she cried quietly for that. Her friends were searching through the ruins for anything that may have survived. Applejack trotted up her with a saddlebag partially filled with books.

"Ah found these around the tree." Applejack spoke with a smile, but there was sorrow in her eyes, "The covers are mighty scorched but Ah reckon the pages are still readable."

"Thanks Applejack, I really appreciate everypony helping me with this," Twilight replied as she wiped the tears from her eyes.

"Aw sugarcube, that's what friends are for. Ah wish we could do more, but Tirek really did a number on the place. Anything that didn't burn or melt from the heat blew apart in the explosion, thank Celestia you got Owlowiscious outta there. Where is the little feller anyway?"

"He's with Spike looking around for books that were thrown out by the explosion. Some of them ended up as far away as Sugarcube Corner."

Applejack sat down next to Twilight and put a hoof on her shoulder. The action was simple, but to Twilight it was incredibly comforting, after all, any gesture from the element of honesty was as sincere as it could be.

"I'm sorry Twilight, Ah can't imagine how you feel right now. Ah don't know what I'd do if Ah lost my home."

"It's alright AJ, most of my things can be replaced, and Ponyville can build a new library. I still have friendship, and that's whats important." At that moment Pinkie bounced up to them carrying a globe.

"Hey Twilight don't look so sad! Your big colorful soccer ball is okay! Anypony want to play a quick game?" Pinky had been sad like the others when they had arrived at the wreckage, but she quickly cheered up as they searched for Twilight's things. She treated it like a scavenger hunt. Twilight smiled and rolled her eyes.

"Pinky that's a globe, it's a 3 dimensional map of the world."

Pinky's eyes went wide. "The world is a giant soccer ball?!"

Applejack thought for a moment and turned to Twilight. "You know, now that Ah think about it, it kinda is. It's all round like a ball."

"Yes, but that's just a basic description, there's lots of stuff that's round but they aren't soccer balls," Twilight explained.

"So is that a yes or no to the soccer game?" Pinkie had a confused look.

Twilight sighed, "No Pinkie, you may not use my globe as a soccer ball."

"Okie dokie loki," Pinkie smiled and trotted away.

"Ya know, ah was kinda lookin forward to kickin the world around, maybe Celestia and Luna can join in with the sun and moon," AJ said with a smirk. Twilight chuckled at the ridiculous thought of cosmic soccer. It was nice to smile without thinking about her destroyed library. She knew that whatever material possessions she had lost were nothing compared with the happiness she still had with her friends. As long as she had that, all the misery in the world was only temporary, right?

Tirek sulked in his cage. So close, he had been so close to victory. He still didn't understand how he had lost, how 6 weak, powerless ponies had defeated all the alicorn magic in Equestria. For a few minutes, he had been a god, now he was nothing. That rainbow had penetrated his shield like it had been tissue paper. He looked around for what must have been the thousandth time. He had come to know Tartarus well in the thousand years he had spent there. It was a huge cavern beneath Equestria, the only exit/entrance being a small tunnel, and Cerberus stood guard over it. The cavern was littered with small rock spires that stretched into the distance, each one holding one or more prisoners. Tirek didn't know exactly how large the cavern was, his prison was the closest one to the exit, so he had never gone deeper. Tartarus had been in use for untold eons, the ponies above sent the most dangerous magical criminals and monsters here to rot. It was an excellent prison not because of the size or Cerberus, in the fact the stupid hound was more for show, it was the magical properties of the place. Any magic in the cavern, specifically the spire platforms, was suppressed, it took tremendous power to cast the weakest spells, and physical strength was drained just by being in Tartarus. The iron cage Tirek was in, although not magical, might as well have been unbreakable in his weakened state. Although most of his power was stripped on his defeat, he still had his innate power to drain magic, but Tartarus rendered that useless as he could not summon the strength to use it. Tirek had been the only one ever to escape, but it had taken him a thousand years to save up enough magic to break his chains, and still longer to cast a spell that would lure Cerberus away. Now he was not bound by a small chain, but a huge cage. Tirek hung his head as he realized that he may never taste freedom again. Nothing could die in Tartarus, another strange property, the prisoners never hungered or thirsted and never aged. Attempts at suicide never caused any damage. That only made things worse, Tirek had nearly gone insane from the boredom and isolation many times.

Then he heard Cerberus growl, somepony must either be trying to get in or escaping. He could see the hound and it had its back to him, so someone was trying to get in. He couldn't see who as the huge dog blocked all view of the passage. Cerberus snarled and roared at something in the tunnel, but then began to back up. Cerberus' growls turned to startled yelps, then whining noises as the hound seemed to shake uncontrollably. After a few minutes, Cerberus collapsed and started making pitiful whining noises. It almost sounded like he was crying. Tirek gazed intently at the path, at first, he could only see Cerberus, still shuddering and whining, but then he saw a dark, glob of something slither around Cerberus and up the path to his cage. He couldn't make it out until it came into the shaft of magical light around his cage. It looked like some kind of skeleton horse dripping with tar. It made quiet sobbing noises as it stood just outside the bars. Tirek backed as far away from it as he could. It seemed unaffected by the magic that kept Tirek weak.

"What are you?" Tirek said, uncertain what to make of it. It didn't answer immediately and instead just sat there crying to itself. However, after several moments of creepy silence, it responded.

"You are a worm," it said as it stared at him with its empty eye sockets. It's voice ragged and hoarse, the voice of somepony that had been crying for a long time. It sounded like a male, but there was a faint echo to the voice that sounded female. Tirek immediately recoiled in horror as he felt a presence invade his mind. "You fed off the magic of others like a parasite, and even then when you had it all you still lost. What kind of stupidity gave you the idea that you could be a god?" The presence wormed its way into his being and brought out Tirek's worst memories. It showed him his first defeat, his thousand years of imprisonment, his second defeat. It made him relive the humiliation, the pain, the misery of each loss. "Everypony hates you, your own brother betrayed you. You could have been friends with Discord, but you failed that as well, just like with everything else. Lord Tirek, what a sad joke, you are lord of nothing." Tirek felt a pit in his stomach and a pain greater than any he had ever felt before. Tirek began to cry. He had felt misery in the past, but he never cried, his anger and desire for revenge had always kept him going, and crying was for the weak. Now any anger he felt left him, and he couldn't feel anything but the soul crushing sorrow of defeat. Tirek noticed that his tears were thick and as they dropped from his eyes he saw to his terror that they were black. The tears moved towards the creature and flowed into the pool of ooze where its legs should have been. Some of the ooze then flowed up the creature's body and covered exposed bone like skin. The more Tirek cried the more the monster seemed to regenerate. "Know now that you will always be nothing and that is all you will ever be able to think about," the creature hissed.

"What are you?" Tirek asked again between sobs as he lay in a fetal position.

"I have been called many things: sadness, despair, sorrow, grief, names given to me by ponies who have watched me at work, who have seen me remove the life out of one of their own until there is nothing but a sad wreck that has accepted the one truth of this awful, little world. Happiness is an illusion, only misery is absolute. You know this now as I have shown you all that is wrong with you, all that you have buried within your own mind. Embrace the misery, for it is all you have, the only thing that is real. In the end, when you understand that your life was a waste, know that you owe that understanding to me." It turned away from him and started to move down the path to the next prison. As it left it uttered one last statement to answer Tirek's question.

"I am Gloom."

Author's Note

Second chapter is here. If you didn't get it the title means that these scenes take place after the season 4 finale but before Rainbow Rocks. Villain finally has a name so that's something. I may not update for a while with Thanksgiving, finals, and stuff coming. Please comment, like, or dislike, the input is welcome!

Edit: Improved the dialogue to be less wooden and forced.

Soon, Very Soon

The last two weeks had been amazing for Twilight. She had returned to the human world, been in a band, defeated three sirens, and learned many new things about friendship. She was most surprised and delighted that her lesson had come from Sunset Shimmer, her old enemy turned friend. Thanks to Sunset, they had been able to defeat the sirens and her friendships in the alternate world had strengthened. She had told her pony friends and the princesses all about it after her return. Celestia had later interviewed her about the details of the Dazzlings' defeat. She had been interested in how Sunset had added another color to the rainbow and how the spell had briefly summoned a huge spectral alicorn. Twilight had wondered about that herself, the magic of friendship had never done such a thing before. Celestia and her had discussed the possibility of a seventh element and Twilight had agreed to ask Sunset to visit Equestria so they could find out more. Twilight was excited, the idea of discovering hidden magic was one of the reasons she studied magic in the first place. New magic opened new possibilities and ways to make Equestria a better place. The day before she had contacted Sunset through their book and Sunset had agreed to arrive the next day. Now she waited in front of the portal along with her friends, excited to formally introduce Sunset to the ponies. The portal flashed and Sunset was through along with a small bag of luggage. Unfortunately, she came through on two legs and quickly lost her balance and fell over. She had a sheepish smile as Twilight went to help her up.

"Woah! I'm okay, just forgot to switch to all fours." Sunset looked a little embarrassed.

"It's alright, I made the same mistake." Twilight replied. She turned to her friends. "Everypony, this is Sunset Shimmer. Sunset, let me introduce you to Applejack, Rarity, Rainbow Dash, Pinkie Pie, and Fluttershy. And I'm sure you recognize Spike."

"It's wonderful to really meet you all. I wanted to get a second chance a first impression since my first one involved me," Sunset paused and looked at the ground, "Stealing Twilight's crown." Rarity walked up and smiled.

"Darling, Twilight has told us about how you've changed and I think I speak for all of us when I say we've forgiven you for your past, ahem, boo boos." Sunset looked surprised for a moment.

"Woah, deja-vu, human Rarity said the exact same thing. I still can't get over that there's two versions of everybody." Sunset said.

"Every-what?" Applejack asked.

"Oh sorry, everypony. Everybody is a human expression that means the same thing," Sunset replied.

"Speaking of that, isn't there a human version of you Sunset?" Twilight asked "Cause if there is I haven't met her."

"Where do you think I've been living all this time?" Sunset explained, "The human Sunset was one of the first people I met when I entered their world. Long story short, we became friends and her parents sort of adopted me. Everyone else thought that I was a long lost twin or something and both of us had always wanted a sister so we went with it. She was home schooled, but I chose to enroll at Canterlot High. I owe a lot to her cause she taught me everything I needed to know about humans. I'm ashamed to say that I hid my true goals from her. I set it right though and she forgave me."

Fluttershy chimed in, "That's wonderful, the way you've turned your life around reminds me of a certain draconeques friend of mine. I know anypony can be redeemed if they really want to."

"Did you use apology cookies? I'll forgive anypony that gives those." Pinkie added, "I know a really good recipe for them too, they're sorrylicious!"

"I second that, Pinkie gave one to me and it was great," Rainbow said.

"What was she apologizing to you for?" Spike asked.

"Remember that time my hair was all scorched? Let's just say Pinkie and fireworks don't mix."

"I didn't know you were napping in that cloud!" Pinkie exclaimed.

Sunset laughed, "Anyway, I have a week before I'll need to go back, until then where am I staying?"

"You can stay with me, there's plenty of room in the castle." Twilight responded, "I'm so excited!" The group smiled as they turned off the portal and got ready for a week with their new friend.

Meanwhile, on the other side of Equestria, Gloom exited a cave. It, or rather he, as many of the denizens of Tartarus had referred to him, had been busy in the past weeks. He wondered why many thought of him as male, he had no gender, but that was what he was labeled as in the minds of his victims. Perhaps it was because the male side of his voice stood out and made the female side sound like an echo. It didn't matter, if they chose to fear a male that was their choice, but despair applied to both sexes. Every prisoner in Tartarus had succumbed to his influence and the combined misery of the thousands imprisoned there had pushed his power to terrifying heights. He had spent days bathing in the bitter tears and now his body was whole. He now had a pair of hind legs that ended in three-toed claws and a covering of black, liquid skin that constantly churned and swirled. His mane and tail were made of a thicker sludge that dripped off his body and hissed as it bubbled on the ground. His eyes glowed a cold blue with streams of black tears permanently running down his cheeks. His every breath sent fumes of grey gas that seemed to suck the color out of the world and more black ichor dripped from his mouth, which was lined with sharp teeth. He had no horn or wings, but he did not need them for flight or magic. He still sobbed perpetually.

It had been easy, if tedious, to overcome the minds of the prisoners one by one. They were all already miserable and Gloom just needed to enhance that with some choice words and telepathic influence. Now they were all trapped in the deepest, darkest pit of despair within their own minds. Gloom felt, not happiness, he could never be happy, but satisfaction. He had made the worst place in Equestria even worse and now he knew exactly how to spread his misery across Equestria, after all, misery loves company. In addition to power, he also gained knowledge from his victims. He could read their memories in an instant just by reaching out with his mind, it made it all the easier to influence them. Tirek's memories had told Gloom much and bits from other prisoners filled in the gaps. At this point there were only four things that could possibly stop Gloom from plunging the world into sorrow: The princesses, the spirit of chaos, the heart, and harmony. Celestia, Luna, Cadence, and Discord were obvious threats and the crystal heart could be used against him if the ponies fully understood it. The greatest threat was the Tree of Harmony, that cursed thing had already beaten Gloom once, and it was troublesome to know that six ponies could channel its power. Even more troublesome that one of those ponies was the newest alicorn princess, which made her a threat all on her own.

Gloom had been planning for the last several days as he gathered his strength. He needed to strike quickly before Equestria could react. If Canterlot, Ponyville, and the Crystal Empire fell, the rest would follow. The tree would have to be last, as much as Gloom wanted to attack it first that would be a mistake. The Tree drew power from the world and only after everything else was gone would the Tree be vulnerable. Gloom would also need the misery of the world to be powerful enough to destroy the tree, in his current state simply being near the Tree would be agony. Gloom set the first step of his plan in motion. The streams of black ooze running off him intensified and formed a large pool beneath him. The pool moved under his direction and split into two puddles. The puddles rose and took on shape, molding and hardening. After a few minutes Gloom had created two bodies identical to his own. His consciousness split into three equal parts and two entered the extra bodies. There were now three Glooms, each capable of thinking and acting separately, but still linked together as one being. Each body held a fraction of Gloom's power, but that was still formidable. The Glooms then began moving towards their respective targets.

Author's Note

Buildup and more buildup, not sure when the next chapter will be. I work on it when I can. Comments and feedback welcome.

Bad Dreams

The sun slowly lowered beneath the horizon as two ponies watched from atop a castle. Twilight and Sunset smiled as they admired the beauty of the shift from day to night. Twilight and her friends had spent the whole day hanging out with Sunset and showing her around Ponyville. They were filled with anticipation of what the next day would bring. Celestia was going to come to Ponyville and see Sunset for the first time in over 3 years. Sunset was nervous about seeing her former mentor whom she had so arrogantly left, but Twilight assured her that Celestia bore her no ill will.

"I think she actually blames herself," Twilight said, "You were her student and she feels that she failed you."

"She was a great teacher and I turned my back on her because I was too impatient and greedy to understand," Sunset replied, "What could she have possibly done to prevent that? She can't just ignore what happened, and I doubt things can ever be the same."

"You'd be surprised, I've seen the princess forgive when anyone else would have been furious. Her own sister betrayed her and hated her for a thousand years and the minute Luna sought her forgiveness she gave it. Celestia forgave Discord after all the terrible things he had done just because my friends and I vouched for him, then forgave him again after he betrayed everypony and was sorry. Celestia doesn't hold grudges, I don't think she can."

"Thanks Twilight, I'm still nervous though, I can't help it."

"Sunset, Twilight, you two watching the sun set at twilight?" Spike asked from behind them.

"Why don't you join us Spike, it isn't often that we just enjoy a good sunset without princess stuff or friendship problems or dangers to Equestria popping up," Twilight patted the floor next to her. Spike walked up and sat beside the two ponies. Together they finished watching the sunset then entered Twilight's castle for a good night's sleep. At that same moment, Gloom came within sight of the town.

Celestia finished setting the sun just as Luna raised the moon. As always, the royal sisters were in perfect synchronization. Celestia smiled to her sister and bowed her head, observing the protocol they had set in place. The bow was a formal acknowledgement that Luna was sovereign ruler of Canterlot and the most senior princess of Equestria until the morning, when Luna would do the same for Celestia. Celestia had insisted upon that arrangement ever since Luna had returned in order to ensure that their subjects understood and respected Luna's authority. The four princesses were all equals in name, but Canterlot was considered the capital city by other countries. Twilight and Cadence also looked to Celestia and Luna for guidance as they were both much younger and less experienced than the millennium old sisters. Luna may have been locked in the moon for the last thousand years, but she had already ruled alongside her sister for several centuries before succumbing to darkness, and her leadership ability was impressive despite her initial stumbles during Nightmare Night. She had spent many weeks adopting the modern lingo and no longer used the royal Canterlot voice at random.

"Goodnight Luna and I hope you enjoy your new throne," Celestia said with a smile.

"It's finally ready?!" Luna was overjoyed at no longer having to share the one throne. It worked normally, but sometimes both princesses were needed in the court and since most meetings occurred in the day Luna usually had to stand as Celestia occupied the throne. Luna wasn't jealous, she promised herself she never would be again, but that gave dignitaries and officials the impression that Celestia was higher than Luna.

"The craftsponies just put it in today, they even moved my throne to keep the room symmetrical. Now hopefully everypony will understand that we are equal." Some ponies apparently had not gotten the message as more than once Celestia had been woken in the middle of the night by some noble or whatever that thought they were going over Luna's head. Celestia had always disliked dealing with the nobility, they always had to get their way and some were arrogant enough to whine to her when Luna denied some selfish request.

"If only I were as tall as you, then it would be perfect," Luna smiled, "Then again, it makes me look much younger." Luna primped her mane with a silly grin causing both sisters to laugh. When they finished they looked at each other for a few moments.

"Did I tell you that it's wonderful to have you back Luna?"

"57 times exactly, and once again it is good to be back Tia, sweet dreams," Luna smiled warmly. Celestia retreated to her chambers and Luna went to the throne room. The court was empty except for four of Luna's personal guard standing at attention. Luna smiled at them as they bowed. She cared deeply for the dozen soldiers that had volunteered to be her guard. They had agreed to accept her mark, granting them bat-like wings and dragon-like eyes as they accepted the magic of the night into themselves. They were her most loyal subjects. She sat upon her throne and began her nightly duties. Few ponies requested audience at night so Luna did not deal with as much administrative work as her sister. Her most frequent visitors were astronomers, guards from the night watch, and the odd messenger. However, Luna was far from idle. While upon her throne she could meditate and enter the dreamworld, where she could view and enter the dreams of ponies across the land. It was a talent unique to her as even Celestia could not exercise such control over dreams. Time passed differently in dreams, Luna could visit tens of thousands in one night. Luna's smile turned to a sad frown as she was once again reminded of how she had abused that power so long ago. After her first transformation into Nightmare Moon she had struck Celestia with a powerful blast that knocked her out of the sky. Twilight had told her about the vision Zecora's potion had shown her but Luna didn't have the heart to mention that the potion had skipped over the 12 hours that Celestia had lain unconscious before finally getting up and activating the elements of harmony. Nightmare Moon, thinking Celestia dead, had started what she saw as punishment upon her subjects for rejecting her night by sending horrific unending nightmares to all the sleeping ponies. The first Nightmare Night had begun, hard to believe it became the candy-filled festival that it was today.

Luna shook off such thoughts, that was behind her now, and she had vowed to make up for it by ensuring that all the ponies had sweet dreams under her watch. She had even started receiving requests, mostly from children, to visit their dreams. So her mind began it's journey across Equestria, searching for any nightmares. Random, vague nightmares were easy to remove, it was the more detailed ones that gave away deep worries or problems. Luna needed to enter these dreams and give whatever advice she could to ensure the nightmares didn't continue. The Cutie Mark Crusaders had been only a few of her many stops. Luna smiled as she flew across the dreamscape, it was beautiful, a swirling mass of lights and colors laid over a translucent image of the real world. Every light was another dream; nightmares looked like shadowy wisps of smoke trying to engulf dream-lights, for they fed off of fear and needed the dreams to sustain themselves. It didn't take long to banish them all, Equestria was a happy country, and few residents had the problems that attracted nightmares. Luna's dream self flew up to the moon and looked down to admire the sea of lights that almost mirrored her beautiful stars.

Suddenly, Luna saw something peculiar, a large group of nightmares suddenly sprang up and converged upon the edge of Canterlot. She saw identical groups appear near Ponyville and the Crystal Empire. Luna confronted the Canterlot group first and saw with alarm that the nightmares spread quickly from one point that was the city gate in the real world. She had never seen this before, not only were the nightmares spreading from one point in an organized fashion they were also all similar in nature. Perfectly good dreams were suddenly filled with tragedy as sleeping ponies relived the saddest and most traumatic moments in their lives. The nightmares were also not the scattered, wispy puffs of smoke that she was used to but a single, huge, slimy, oily shadow that advanced in a wave. She realized with horror that something must be attacking the ponies' minds from the real world and whatever it was was moving right for Canterlot Castle at a rapid pace. Luna shot back into her body and leaped off her throne, ordering her guards to sound the alarm. As they all charged towards the door of throne room, Luna sensed something and motioned her guards to stop and listen. Sobbing noises could be heard from the other side of the door, getting louder by the second. Luna quickly backed away from the door as a pool of black liquid seeped out from under the door. She and her guards watched in morbid fascination as a creature slowly rose out of the pool. It was horse-like with three-toed feet and wicked claws instead of hooves. It was made of the dark liquid with glowing blue eyes and stood on its hind legs. The creature regarded Luna and glanced at her guards, but said nothing other than making a few quiet sobs.

"What are you? How did you get in here and what have you done with the guards patrolling the halls?!" Luna demanded as her horn began to glow. The creature's gaze unnerved her and she could feel the dark magic radiating from it. Her guards held spears in their mouths and had been pointing them at the creature since its entrance.

"You have so much sorrow in you princess," The creature hissed. Luna winced as it spoke, its voice was grating and hoarse with a high-pitched, otherworldly echo. "1000 years worth of pain, and now I will give you so much more as I did the others." Luna opened the door with her magic and looked down the hall past the creature. She saw several of her guards scattered about, some rocking back and forth in fetal positions and some unconscious. All of them had tears flowing down their faces, but the tears were black and flowed towards the creature before joining the pool at its feet. The sight was disturbing to say the least. Luna now knew that whatever this thing is, it's powerful and it is definitely not friendly. The creature's mouth opened, "Let's begin." The only other warning Luna had was the monster's leg muscles tensing for a split second before it lunged.

Author's Note

Sorry if my chapters seem a little short. I intend this story to be sorta like a serial thing put out bit by bit as I develop it. In the future I may combine chapters if it look like there are too many. Anyone who reads please comment, good or bad I want to know what people think of this.

Edit: Minor edits and improvements to the dialogue.

Hidden Power

Gloom gazed at the Crystal Empire in the distance. The beautiful aurora streaming from the tall crystal palace in the center would have captivated most beings, but to Gloom it was more like mockery. He could come no closer without risk. The love and happiness radiating from the crystal heart was not enough to destroy him at the moment, but it would weaken him greatly. The empire was surrounded by a huge, flat plain and there was not way he could approach without being seen. The Crystal Empire's guard was much better than Canterlot's. They had been trained in a different time, 1000 years ago, when monsters roamed the land outside the forests and the three pony tribes still warred. They had only only been beaten 3 times and those were against enemies that could not be fought by normal means. Sombra had conquered them from within and before that a mighty dragon penetrated their defense long enough to steal the crystal heart. The very first to overpower the empire was Gloom himself, but he had been at his strongest for that, he had less to work with in the present. He could see guards patrolling around the city, ready to sound the alarm at the appearance of any threat. He could handle the ponies, but once the alarm was sounded it was likely that Cadence would have her subjects activate the heart as they had against Sombra, which would have a similar outcome for Gloom. He needed a way to get close without anyone seeing or suspecting, to quickly neutralize the heart. As Gloom pondered this he saw a train in the distance, heading towards the empire. The old memories that Gloom had stolen suggested that the train tracks stopped on the edge of the plain, but closer observation revealed a newly laid track that went right into the empire. The train was likely occupied by only a few late night passengers and the crew and it was not yet close enough to be seen from the empire. Gloom's body converted to liquid and sped off to intercept.

Miles away, another part of Gloom stood on the edge of Ponyville. The town was fast asleep, peaceful and unsuspecting. Gloom felt his other selves make their moves and began to enact his own part. Ponyville was different than the other 2 cities. The other Glooms were targeting 2 princesses and one object, this Gloom had to quickly take out 6 ponies that all lived in different parts of town. Gloom's answer was to cast a spell over the whole town at once. He would be spread dangerously thin, but Gloom had confidence that no ponies there had the will to resist him. Gloom's mouth slowly opened and a black mist began to cascade from it. The smoke thickened and fell to the ground like a dense fog. The fog expanded outward from Gloom and entered the town, seeping into the houses through every crack. Tendrils of foul mist stretched out from the central cloud towards houses that were separate from the main town, including a farm, a cottage, and a white cloudhome. Gloom continued feeding the cloud as it slowly but surely blanketed everything. He could already feel some ponies giving in to despair, further fueling his power. Once all three Gloom's were done with their parts and sufficiently empowered, they would recombine and begin part four, the assault on the Tree of Harmony. The cloud surrounded the castle at the center of town.

Twilight poured herself a glass of water in the kitchen. She finished and lifted the glass with her magic to take a drink. Suddenly her horn glowed brightly and the glass shattered under the force of her grip. Twilight stepped back in surprise, then sighed and cast a quick repair spell to reform the glass. With a thought, she once again decreased her magical output. Things like this were becoming a regular occurrence for Twilight ever since Tirek's defeat. She sometimes felt that she would never be able to control her own power, no matter how much she studied. It was the one secret that she had kept from her friends, only she and Celestia were aware of it, even Spike didn't know. She felt it would make everyone worry and Celestia had advised her to keep it a secret because such a thing would gain unwanted attention from all kinds of villains. Even normal ponies may fear her if they found out. Everyone knew that Twilight was a the element of magic, a child prodigy when it came to spells, and that her ability surpassed that of unicorns twice her age even before she became an alicorn. However, the secret she had kept was that her magic was constantly growing. The power within her, the same awesome power that had hatched Spike all those years ago, was still there, only now it was a thousand times stronger and still increasing. Twilight and Celestia had discovered it when she was just a filly shortly after she began her studies. The growth was slow, but steady and after some tests Celestia determined that Twilight's magic was adaptive. Whenever Twilight was exposed to foreign magic, her own magic incorporated a fraction of the outside energy into itself and increased in power. The more powerful the magic she was near, the greater and faster the increase. Simply being near Celestia had more than doubled Twilight's power within a year. Celestia had never seen anything like this and it worried her. Celestia herself could draw incredible power from the sun, but that required time and conscious effort. Twilight's magic strengthened itself naturally without any interference from her. There was no way Twilight's body could handle that kind of might.

To compensate, Celestia taught her a suppression spell that would allow her to keep most of her magic dormant and adjust how much energy she could use at will. As Twilight's skills improved, she could utilize more and more of her magic safely. When it was discovered that she was the element of magic it partially explained her ability, after all, she was connected to magic itself. However, that only increased her problems as ever since then she had been exposed to the strongest magics in the world. Every time she used the elements of harmony her dormant power increased exponentially. Worse, Discord's chaos magic, Sombra's dark magic, and Chrysalis's power had also affected her. That magic not only increased her strength, it affected her mind. With Discord, in less than a day she went from her strongest spell being useless against him to being able to shield her friends from his power and undo some of his chaos. A week later, she had a mental breakdown and nearly plunged Ponyville into chaos over a doll. Later analysis showed that her magic had gained some aspects of chaos energy. She had also become disturbingly skilled in dark magic ever since meeting Sombra. She shuddered as she remembered the shadowy glow that radiated from her eyes whenever she used it. Some changling magic had seeped into her as well, she had used a modified version of it to change her friends into breezies. Her transformation into an alicorn provided further increases but also raised the amount of power her body could handle. Finally, Tirek's magic, the combined power of the princesses, and rainbow power had made Twilight a walking bomb.

She just couldn't keep up, her power was increasing faster than she could learn to control it. True, she could confidently wield over a hundred times more magic than she could when she first came to Ponyville, back then her strongest spell was simple teleportation, now she could easily reverse gravity. However, now her suppression spell needed to keep over 99% of her total energy in check. If she were to ever release it all at once she would explode and take Ponyville with her. She had tried to test her limits before and ended up cracking her horn at just 2%. She was thankful for the suppression spell, it was an incredible work of magic, yet so simple. It gave her no strain and could be adjusted at will. It kept her power so well hidden that Tirek had passed over the dormant part when he drained her. Her fight against him had been the only time she had used that much of her might, and only because Celestia, Luna, and Cadences' magic was more stable and she used it as a structure by which to channel her own unstable energy. Even with that she still was unable to wield all of it. It was even greater now that rainbow power was added. She had shown strain before when casting spells, but that had been due to her struggle to control her energy rather than to make more, she had all the power she could ever need for a spell.

Twilight wasn't even sure of the extent of her magic now, only that she was afraid of it. She had discussed it with Celestia and the only solution they could think of was to continue to use the suppression spell and improve her control through practice. Twilight preferred not to think about it, she could keep the energy dormant indefinitely and there was no reason she would ever need that much energy. As she stood, staring at the glass and deep in thought, she noticed a thin, dark mist entering through a window.

Author's Note

Sorry for not updating in a while, the holidays, college, and various other things took priority. I may come back and make minor edits to published chapters as I go along. I have an ending in mind and a plot structure, but sometimes details are made on the fly. Enjoy.

Old, Far Off, Unhappy Things Part 1

Earlier, in Ponyville, Gloom silently directed his mist. As it overtook more of the townsponies he gathered information from their memories. The locations and basic information about the six bearers of harmony were among the first things he searched for. He focused intently as his fog of despair found some of his prey.

Rainbow Dash woke up in her bed, feeling uneasy. Something was wrong, she had a bad feeling in her gut and her gut had never steered her wrong. She looked around, nothing seemed to be out of place, just her normal cloudhome. The feeling persisted and she flew out her window to get a look around. The sky was the same as always and she started to relax as a cool breeze caught her wings, maybe she had just had a bad dream. Then she looked down and her heart skipped a beat. A huge black cloud had covered the area below her house and was starting to grow upward towards her. Now Rainbow knew the weather schedule by heart, and there wasn't supposed to be fog in Ponyville for weeks and her first instinct guessed that another dragon had decided to take a nap near town. Then she noticed that the smoke was only rising beneath her cloudhome, everywhere else it clung to the ground. Then the mist reached her house and seemed to penetrate and fill the little cloud. The mist shot out of the windows and moved towards her with surprising speed. Rainbow flapped her wings hard in an effort to blow it back and disperse the fog, but it only slowed it down and the mist almost reached her. Rainbow flew upward and barrel rolled to dodge the apparent attack.

"Okay, you're definitely not a normal cloud," Rainbow said to the mist as it attempted to reach her yet again, "But at least you're slow." She smiled as she evaded the fog's grasp, her skill in the sky was unmatched and she wasn't about to let some evil cloud catch her. Then she noticed that the cloud had covered most of Ponyville and realized that the earth ponies and unicorns might not be so lucky. With a look of concern, she flew off to find her friends. Meanwhile, Gloom growled in frustration, the pegasus was too quick for his clumsy mist, oh well, he will get her when she comes for the others.

Fluttershy was petrified. The huge, dark fog cloud surrounded her humble cottage and dozens of small animals cowered in fear behind her. She had no idea what was happening, only that animals had suddenly rushed to her home, fleeing the advancing cloud from nowhere that was consuming Ponyville. She shook in terror, as the fog closed in, only able to make a frightened squeak. As the fog came closer, she could hear whispers in her mind and she felt as if she was being watched. She had seen the fog seize hold of an unfortunate squirrel and put it into some kind of trance where it cried dark tears and was unresponsive to the rest of the world. This was definitely magic fog. She turned to look at the woodland critters that huddled behind her and saw that they were just as frightened as her. She had no idea why the animals came to her for protection, she was even more helpless than most of them, but they depended on her nevertheless. Fluttershy felt new determination flow through her, momentarily easing her fear. She couldn't let them down, she had to do something. She could fly away but there was no way to carry all the animals with her. That left just one thing. Fluttershy took a deep breath, steeled herself, and stared into the fog. To her horror, something stared back. It was as if her gaze had gone through the fog back to where it came from, she knew that the thing she stared at was responsible for this. She could see nothing of what it was or what it looked like, only cold blue eyes. At first she saw surprise in its eyes, then anger.

"You dare to force your will upon me little girl?" Fluttershy felt a will far stronger than her own bore deep into her head. She tried to scream as it tore open her deepest thoughts and shoved them in her face. "Wow! Are you sure you're the element of kindness? I see so many acts of hate here. Hmmm, where to start? Attacking animals in a mad attempt to force them to 'love you', becoming a bully just cause some minotaur told you, verbally abusing your friends, being turned into the element of cruelty, the list goes on." As Gloom spoke Fluttershy relived her worst moments and was terrified of what she saw. Was that really her saying all those things? No, Iron Will and Discord had made her that way, that couldn't have really been her. "Such denial, Iron Will did nothing, that was all you my dear. Discord did influence you, but he simply enhanced what was already there. You have always had that hate and cruelty in you. That's the reason you act so shy you know, it's your way of subconsciously suppressing your true nature. What I've shown you is the real you without inhibitions or cares. You're on your way to becoming a real sociopath Fluttershy, always the quiet one isn't it?" Fluttershy slumped to the ground, a small trickle of foam dripping from her mouth. She shook as if in a seizure then went still, out cold. Her mind, unable to handle the trauma of Gloom's influence, had shut down as a last defense. Gloom was slightly disappointed, he was denied the thrill of breaking her further, but he was still satisfied that his fog could move in to cover her. In an instant he seized the remaining animals and just as he was about to get the unconscious pegasus he was denied. Rainbow Dash swooped in through the final remaining hole in the fog above Fluttershy and in one motion scooped her up and flew off. Some of the fog clung to her, but the sheer speed at which she moved quickly dispersed it. Gloom roared in frustration.

Applejack trotted to her room, ready for a good nights sleep. She had just finished tucking in Applebloom and said goodnight to Big Mac and Granny Smith. She put her trademark hat on her nightstand and leaped into bed with an eager "Geronimo!". As she settled in, the window caught her eye and she noticed something strange. Normally the moon and stars shone brightly through her window, but instead it was pitch black. Last she checked it was a clear night. She got up to look out the window and to her shock there was nothing visible, not even the nearby barn. It was then that she realized that it was some kind of thick fog. Black mist began to seep through the windowsill and Applejack looked at it closely, it didn't smell like smoke from a fire, what was it? She touched a hoof to the mist. It reacted to her touch as if it was alive and wrapped around her leg. She felt something in her head, grasping for her thoughts. With a shout, Applejack jumped backward and pulled her hoof free. The fog actually attempted to hold on to her hoof and its grip was like iron, but Applejack's great strength aided her. The mist advanced with greater speed, trying to seize the earthpony. Applejack ran for her life. She dashed to Applebloom's room.

"Applebloom! Wake up! Somethin bad is happe-" Applejack stopped short as she came into her little sister's room, the mist had already surrounded Applebloom and it caressed her still form. The filly's eyes were wide open, but stared blankly at the ceiling with streams of black tears dripping down her cheeks. She was breathing but it came in ragged gasps. Applejack charged into the fog in a desperate rescue attempt, but it seized her and forced her to the ground. The presence invaded her mind again, this time stronger. It penetrated her deepest subconscious and laid her memories bare.

"Well if it aint honest Applejack," a voice pierced her thoughts and even adopted a mocking southern drawl. "So noble, so strong, and so dependable!" Applejack winced as the voice scraped in her head. "So selfish and proud, you really were willing to leave all of them, weren't you?" Her memories of the rodeo tournaments and subsequent self-imposed exile flashed before her eyes. "You placed second in so many events and felt you had failed them, so you refused to come back or even explain yourself. Do you know how worried your friends were? The lengths they went through to find you? And when they did what did you do? You coldly refused to come home and even broke a pinkie promise."

"Ah didn't break it, I ju-!"

"LIES OF OMISSION!" The voice roared, angered at her interruption. "You led your friends on a dangerous chase for the sake of your own pride. And did you even consider your family? What of them? Applebloom, Granny, and Mac not seeing their sister again? Do you even care about the feelings of others over your own stubborn pride?" The vision shifted again to the day she tried to harvest all of Sweet Apple Acres herself."Apparently not, considering you would rather work yourself half to death than accept help from anyone." As the voice spoke, it seemed to make more and more sense. Applejack felt dejected, was it true? Was she really a bad pony? NO! She was good, she may not be perfect but she was an Apple and Apples were good through and through, no ugly black cloud would convince her otherwise. Applejack started to rise off the floor, fighting against the magic holding her. She got to her hooves and thought about running for it, but she couldn't leave Applebloom. She inched towards her sister's comatose form, the fog's resistance intensifying as she got closer. She was almost within hoof's reach when suddenly a whip cracked in her skull. She saw visions of anguish that were not her own. Ponies all over Ponyville and the denizens of Tartarus wailed in her mind and under the strain she finally broke, collapsing to the floor. Just as she was about to give up hope, a crash sounded through the room. A pink blur smashed through the window and cut through the smoke. Applejack felt herself being thrown across somepony's back and carried swiftly through the broken window. Whomever had saved her was able to move through the smoke as if it wasn't there. It took AJ a few minutes to fully regain consciousness and by then she and her rescuer were at the edge of the farm, beyond the smoke cloud that had engulfed it. Her savior slowed to a trot then stopped, panting furiously. AJ dropped off her rescuer's back and stumbled to her hooves. Her vision was blurry and she had a splitting headache but was otherwise unharmed.

"Sorry about the window but it sure was dramatic!" A familiar voice said. AJ's vision cleared and she was able to see her rescuer clearly for the first time.

"Pinkie?!"

Gloom concentrated on his mist as it consumed Ponyville. His targets continued to elude him but they could not hide forever. Over half the town was in his grip now and with every bit his power grew. The sky darkened as he felt the success of his Canterlot counterpart. Luna had fallen and soon so would Celestia. He noted with satisfaction that his assault on the Crystal Empire had also begun.

Author's Note

What do you think? Originally this was to be one big chapter but I decided to split it into parts to keep the chapter length fairly consistent. Please don't hate just cause Gloom points out the faults in the characters, what he says is not my opinion, it's just his character.

Fall of the Crystal Empire

The Crystal Empire was a beautiful sight at night. The aurora emanating from the crystal heart danced in the sky above, lending a soft light to the city below. The spire of the royal palace towered over the other buildings and glimmered in the magical light. The city, while bustling with activity in the day, slipped into a quiet peace at night. A few ponies were still coming and going and the guard stood ever vigilant, but most of the citizens were tucking in for a good night's rest. The last train of the day pulled into the central station and, as always, the station attendants moved to open the doors and let out the what few travelers were expected. The head attendant noted that the train was a few minutes late, which was odd as the Equestria railroad was famous for always being on time, the expected result when all the employees had cutie marks that were schedule and transportation related. Also the lights inside the train were all dark and the windows all had their curtains drawn.

"Was the train empty?," the attendant wondered. Even then the crew usually kept some lamps lit so they could see. All Tartarus broke loose the instant the first door opened. A tidal wave of black ooze and smoke cascaded out the doors and exploded out the windows, instantly washing over all nearby ponies. Tendrils of dark energy and shadow shot out of every crevice on the train and seized shocked bystanders. The panicking ponies couldn't even process what was happening and ran screaming in random directions. Gloom calmly stepped off the train, leaving behind the gibbering wrecks that were the crew and passengers. Gloom stood on the platform and reached out with both his mind and magic, feeding the wave of negative energy that he had built inside the train during his short trip. The wave continued to spread across the empire, although slower than his influence had spread in Canterlot and Ponyville. The aura of the crystal heart pushed against his power, slowing it. The guard had begun to react, and alarm bells sounded across the city. It didn't matter, Gloom's onslaught spread faster and faster as it gained momentum from the misery of the ponies already overcome. Gloom learned from his first few victims that it was easy to break these ponies, all he actually had to do was force an image of Sombra into their minds and they folded like a house of cards. The evil king must have really traumatized them to still affect them so. Gloom had analyzed the memories he took from the passengers and noted that Sombra had used a very basic version of Gloom's own magic. Sombra had learned to enhance his powers with his own hatred and the fears of other ponies and there were implications that he was trying to corrupt the crystal heart to do the same, although he never succeeded.

"What an idiot," Gloom thought, if he had only moved beyond such limitations no power save harmony itself could have beaten him. Hate and fear were powerful, but they were only 2 aspects of misery, to achieve real power one needed to include pain, rage, doubt, and most importantly, despair. Gloom had learned a long time ago, in his "youth" (if that's what it could be called), that a single emotion, no matter how strong, could be easily overcome by nasty things like love and friendship. Gloom shuddered as he thought of his past encounters with positive magic. Horrible lies meant to deny and sugarcoat the true nature of this world, but he had no choice but to acknowledge the power of "good" magic, after all, lies could be strong. Gloom wondered if the crystal heart could be corrupted, if not it would be a shame to have to destroy such a powerful artifact.

Shining Armor awoke to alarm bells, his wife Cadance sitting bolt upright beside him. The two royals sprang out of bed and rushed to the nearby balcony door, throwing it open in the process. What they saw shocked an horrified them, a huge black cloud washing over the southern quarter of the city. Ponies screamed as they ran from the cloud of doom and some of the guard desperately tried to guide the evacuation. Behind the couple, a team of guards threw open the door of their chambers. A captain quickly ran to their side, "Prince! Princess! The empire is under attack! That cloud has overtaken an entire district and is coming this way fast! What do we do?!"

"What is that? Where is it coming from?" Shining demanded

"Is it Sombra? Is he back?" Cadance asked.

"We have no idea. It came so fast, some of my guards say it started at the train station and they saw some sort of monster leave the train," the captain responded.

"Get everypony out of that cloud's way and to safety. Once all the civilians are safe spread the word that the crystal heart needs to be powered up." Shining ordered. The guards ran to carry out the command.

"Shining, add your magic to mine. If this really is dark magic, then maybe we can push it back with a powerful protection spell like with the changelings. At least we might be able to buy time for our citizens to power up the heart," Cadance said.

"Good idea, ready when you are!" Shining replied. The unicorn and alicorn closed their eyes in concentration and slowly approached each other, their horns glowing brightly. When they were within hoofs reach, they lowered their heads and the very tips of their horns touched. A bright pink light lit up the room and a ball of magic began to build from where their horns touched. Their eyes remained closed as the spell took form. Shining formulated the details of the spell, making it only affect dark magic, leaving innocent ponies and buildings unharmed. It also needed to expand outward instantly in all directions with force so as to push away any enemies and stop at the border of the empire so as not to drain too much of his and his wife's energy. It was a complicated spell, but Shining's talent was protecting others and he had mastered spells of this kind. Cadance provided most of the power, drawing upon the incredible reserves of strength alicorns possess as well as her unique ability to utilize her love for Shining and for her subjects. The result was one of the most powerful works of magic ever seen in Equestria, a power great enough to repel an army of changelings and a queen with power exceeding Celestia's. The royal couple's eyes opened in unison, glowing bright pink, and the the spell exploded outwards.

Gloom casually walked on all fours through the streets, just behind his wave of shadow. He could sense the ponies running from his magic. It was futile, the other part of his wave was slowly encircling the empire and there was no way more than a handful of ponies would be able to escape before they were surrounded. Suddenly, he heard an explosion from the palace. For a moment, Gloom feared that the ponies had somehow gathered together and coordinated enough to power up the heart, but then he saw that the bubble roaring towards him was pink, not the characteristic white of the heart. A simple protection spell? Gloom simply charged his cloud with enough energy to overcome a dozen unicorns and waited for the bubble to shatter itself on his power. To his surprise and shock, the bubble didn't even slow down as it blew right through his cloud and threw all of his darkness back. He could never outrun it and there was no time to perform a teleport spell strong enough to take him outside the city, so he dug his claws into the ground and lowered his head like a bull. At the same time he channeled as much of the black liquid that flowed through his body as he could to the top of his skull and solidified it, forming a kind of helmet. He added a short, but sharp, horn for a chance to pierce the bubble. He also sent some of his mass to his legs and claws for a more secure grip. Gloom was a master of his own body and although he could not shape-shift like a changeling, he could quickly change between solid, liquid, and gas as well as reconfigure his mass. Being made of magic liquid has its advantages. A second after he finished, the spell struck him head on.

His horn crumpled and his skull cracked under the massive force. It was like being hit by a train. His front legs were torn from the ground, taking chunks of it with them; his hind legs still held, but he was pushed back several feet, leaving two small ruts in the street. He threw himself forward, slamming his claws into the bubble and trying to physically push it back. The bubble started to slow, then stopped about half a block back from where it collided with him. Gloom roared as he strained against the spell, putting the entirety of his physical and magical strength against it, even drawing some power from his other two bodies. The Ponyville one had some to spare, but the Canterlot one could only give a little as it had just engaged Celestia. He also commanded what remained of his cloud to push inward. He felt the magic behind the bubble and recognized it instantly, somehow somepony knew love magic.

Back at the palace, the royal couple knew something was wrong. Their spell had been working fine, the cloud had retreated, but something had caught their attack and was pushing back. "CMON!! GO!!!" Shining Armor yelled at nothing as he strained to maintain the spell, pouring all his magic into it.

"NO! Don't give out on us now!" Cadence said as sweat began to drip down her face.

"LOVE WILL NOT SAVE YOU PONIES! IN THE END IT IS JUST ANOTHER SOURCE OF PAIN!" Gloom's voice echoed across the empire in a way that rivaled the royal Canterlot voice, reaching the ears of the royal couple.

"What in Tartarus was that?!"

"Shining! I can't hold it!"

Cracks started to appear in the bubble around Gloom's claws and with a final snarl, Gloom threw the last of his might against it and it caved in. Gloom fell forward as the bubble shattered in front of him like glass, the break spreading upward and around until the entire dome disintegrated. Shining and Cadance collapsed, their strength completely exhausted and their magic expended. Gloom's cloud of darkness rushed into the empire, claiming more helpless ponies for Gloom to feed from. Gloom lay on the ground for a few minutes, unable to get up, but soon his power began to return as new negative energy flowed into him from fresh victims in addition to the constant stream he received from old victims. His broken body repaired itself and he restructured it back to his default look. To his horror, another light sprang up from the center of the city, the ponies that had outrun his cloud had gathered beneath the spire, and were powering up the heart. Only about a third of the population had made it there, but that was still enough to be a threat if they channeled their love through the heart. Gloom focused on his cloud and commanded it to channel into a stream for increased speed, but less coverage. He didn't need to cover ponies he already owned, although it did strengthen his hold on them. The river of shadow rushed into the central square just as the ponies touched their muzzles to ground in unison. A wave of blue energy rushed to the heart and the crystal began to spin, but as Gloom's attack overtook the ponies, the blue light dimmed and spinning slowed. There was no longer enough happiness in the empire to power the heart and despite valiant efforts from the ever dwindling resistance, the heart's light flickered and dimmed. In minutes, every last crystal pony had fallen to Gloom's influence. Gloom calmly walked through the square as his cloud expanded through the palace and covered the entire city. The sound of thousands of crying and wailing ponies was like music to his ears as he approached the dimly glowing crystal heart.

Author's Note

Spring Break! I was finally able to finish this chapter after my finals were done. Hope you like it. Looking forward to the season 5 premier.

Endure

Celestia awoke in the middle of the night, sensing something amiss. Everything looked normal, her private chamber was dark and silent in the night. The monarch cautiously got out of bed and walked towards the balcony door. She never ignored any feelings of unease that crept in her mind ever since the incidents with the plunderseeds and the changelings proved that even Canterlot was not safe. Celestia could no longer afford to let down her guard with so many threats to Equestria appearing in the recent months. She still felt responsible for it all, her failures nearly doomed her land several times over and forced her protege Twilight to clean up the mess. While Twilight performed beautifully it pained Celestia to put the young princess in danger time and time again. Twilight has always been like the daughter she never had and it was terrible to thrust such burdens and pressure upon her. For 1000 years Celestia had stood against countless evils that threatened Equestria, never once had she faltered, yet in a short year multiple villains had bested her. Perhaps so many centuries of strain were finally catching up to the old alicorn. Despite her youthful appearance, Celestia could feel the weight of her years pressing down. Her connection to the sun rejuvenates her, but even the most powerful magic can only do so much. Alicorns are powerful, but like all ponies, they are mortal at their core. Unlike Luna, who was in stasis for the last millennium, Celestia had endured every second of it while shouldering full responsibility as the sole princess. Nothing can last forever, and at some point Celestia would pass on, but not today. The ancient horse still had considerable power and was confident that she could endure for at least another few decades as long as she had her magic.

She had kept it secret from all, but when she gave all her power to Twilight it did more than exhaust her as it did Cadance and Luna, Celestia had actually started dying. If her magic hadn't been restored she wouldn't have survived the week. Her plan was for Twilight to go into hiding and master the new-found power. Given time, the alicorn magic would have strengthened Twilight's body enough so that she could tap into that incredible reserve of magic growing with her. The young alicorn would then have easily been able to overwhelm Tirek and restore Equestria's magic. Celestia would never have survived that long and the other princesses would never have agreed to the plan if they knew it meant Celestia's death. Unfortunately, Celestia didn't think that Tirek would betray Discord so soon and steal his magic. Discord had innate magical senses and, augmented by the massive amounts of magic Tirek had absorbed, they allowed the centaur to know exactly where Twilight was. Celestia had also hoped that Discord still cared about Twilight's friends and wouldn't lead Tirek to them so quickly. So much had gone wrong and once again the 6 bearers of harmony had to pull a miracle to fix Celestia's mistakes.

Celestia banished such thoughts as she neared the door. The first think that she noticed was that it was pitch black outside, no starlight or moonlight, and she could hear rain. Impossible, Celestia herself oversaw Cloudsdale's weather schedule and Canterlot wasn't supposed to have rain for 2 weeks. Celestia opened the door and stepped onto her balcony, from which all of Canterlot could be seen. Instantly she froze in shock as horrifying sights and sounds greeted her. Canterlot was filled with clouds of dark smoke and streams of black liquid ran in the streets. The wails and sobbing of hundreds of ponies assaulted her ears and the air had a bitter taste. The rain was made of the same liquid shadow that ran in the streets. The princess reached out with her magic and attempted to contact her sister, but was only partially successful. She sensed Luna's consciousness, but couldn't seem to get her attention. Through their link Celestia felt a profound, heart-wrenching sadness radiating from Luna, consuming all else. She pushed against the wall of pain with all her mental might, desperately trying to find out what has happened. For a brief instant, she got through, and Luna sent several disjointed and confused thoughts before falling back into the mental fog. Celestia managed to make out an image of some sort of creature and flashes of a short struggle between it and Luna. Celestia understood, a powerful psychic monster was attacking Canterlot and was now coming for her. Celestia sent a subtle magical probe through the halls of her castle and located the creature, it was climbing the stairs and was less than a minute from her door. If it could overwhelm Luna than Celestia had little hope in direct combat. Celestia had always been the intellectual of the two and ever since they were fillies Luna had been stronger. A plan quickly formed in Celestia's head, she may not have strength, but she knew how to make the most of what power she did have.

Gloom slowly opened the door to the princesses' bedchamber, the quick spell removing the lock. He could make out the sleeping form of the princess under the covers. He quietly moved to the side of her bed. Tendrils of dark energy sprouted from his body and around the bed silently. For a heartbeat, Gloom simply stood there silently watching the lump on the bed, then his eyes flashed blue and the tendrils snapped tight, pinning Celestia to the bed. Gloom prepared to assault the monarch's mind and secure his triumph over Canterlot, "Celestia, I am Gloom and from this point forward you are alone, you are powerless, you are mi-" Gloom stopped short as he realized that Celestia had not reacted, the lump on the covers hadn't even moved. He threw off the blanket to reveal a pile of pillows with Celestia's crown placed on top. Gloom had only time to widen his eyes in surprise before a bright flash of light struck him from behind and hurled him through the balcony door and to the gardens below with a tremendous crash. A lamp in the bedroom shimmered and vanished, the illusion replaced with Celestia.

"Gotcha." Celestia allowed herself a brief smile, that was one of her favorite illusions when she was young, it brought her many victories in hide and seek with Luna. She flew out the destroyed door and hovered above Gloom. The creature was stunned and one of its legs seemed broken, but the leg quickly snapped back into place and mended itself.

"Regeneration," she thought,"Fire can usually counter such powers." Celestia shot a blast from her horn. The beam struck Gloom as he struggled to stand and pinned him to stone walkway beneath him. Celestia kept up the constant beam, slowly increasing the intensity until the very stone had melted into a pool of lava. When she finally stopped Gloom was submerged in a pond of molten stone. Gloom still struggled to get out and splashed lava as he thrashed around. His flesh had burned away, but his entire skeleton was intact and moved despite the lack of muscles; dark vapor fumed from his body and some of his flesh was already starting to grow back. "Beheading will definitely work." Normally Celestia wouldn't resort to deadly force so quickly, but this creature, this "Gloom" had caused both her sister and subjects to suffer under whatever curse it had placed them under and she didn't have the luxury of preparing a proper sealing spell like she had with Sombra. Celestia cast a freeze spell on the lava pool, returning it to solid stone. Gloom managed to get his head out but his body was trapped. The makeshift prison wouldn't hold for long though, as Gloom was beginning to convert to a liquid state and started to slither out. Celestia landed and fired a pencil thin laser beam from her horn at Gloom's neck, cutting it cleanly from his body, then a well placed telekinetic push knocked his head several feet away before his liquid neck could flow back together. The disembodied skull fell over and melted into a puddle of black ooze, which evaporated into more of the smoke that enveloped the city. However, the severed neck actually started to grow a new head to Celestia's shock. Discord was the only being she had ever seen survive beheading. Sure there were creatures that were nigh invulnerable so their necks couldn't be cut and there were beings who were incorporeal so attempts would pass right through, but to actually survive the head being separated from the body for more than a few seconds. She was reminded of the fear she had felt a thousand years ago when she and Luna had tried a similar attack on Discord, only for the draconeques to start juggling his own head while laughing at the looks on their faces. The only way to defeat something that powerful was to bind it or remove all it's magic and then kill it. Both methods required either elaborate preparation or power much greater than the victim. Celestia knew in that moment that she couldn't beat this monster. Her best option was to retreat and return with reinforcements and a plan.

Celestia flew off as fast as she could as Gloom struggled. Realizing she would escape, Gloom roared and the stones still holding his legs shattered as he launched himself into the air. His lower body morphed into a gaseous state and he left a dark trail of smoke across the air as he pursued the princess. He began to fire blasts of dark energy after her from his 2 claws and mouth. Celestia zigzagged across the sky and it was all she could do to avoid being struck. With one final burst of speed she broke the sound barrier and rocketed away from her assailant towards the Canterlot border. "NOOOO!!! YOU WILL NOT LEAVE!" Gloom wailed as he cast a powerful spell. The smoke covering the city then rose upward to obey his command. A dome of smoke and dark magic formed around the city. Celestia was one instant too late, she crashed into the rising wall of darkness and fell limp out of the sky. Gloom caught the injured monarch by the throat and slammed her into the magic wall with enough force to break iron. Finally getting a chance to focus on her, Gloom assaulted her mind with all the anguish and pain he could muster. He played on her failures, her weaknesses, every mistake she made over the past 1000 years. It was enough to drive anypony mad with grief. However, much to his horror, Celestia weakly lifted her head and stared him down, a trickle of blood running from her mouth, but she had a small smile. "How?" Gloom mouthed in disbelief.

"So that's what you did to Luna and all my little ponies. You play on their regrets and sorrows until they break and then you curse them and feed. Sorry, but with me you're beating a dead horse. I've lived for almost 1400 years, in that time I've made countless mistakes, some trivial, but some devastating. Sometimes ponies would die because of my judgement, because of my decisions." Celestia paused for a moment. "I even let my sister and one of my students fall to darkness because I was too wrapped up in my own affairs to see what was happening. I don't sleep well. Sometimes I need to cast a spell just to force myself to sleep. I've failed my favorite student time and time again and she has had to save me. She has had to face creatures that even I fear. I have nightmares about sending her to her death. You want to know how I stay sane? How I keep hope? 1400 years is a lot of time to think and in that time I learned not to dwell on the past, to focus on the present, to think of the good. Despite my flaws I have brought 1000 years of peace to Equestria, 1000 years of happiness. I got to watch as my student grew from a little filly to a princess infinitely better than myself. I still remember her dancing around me and yelling 'Yes yes yes yes!' when I chose her as my protege. She corrected so many of my mistakes and even brought back my sister and my lost student. I even saw an ancient enemy, one I once thought pure evil, become my friend because of her and her friends. Her friends all became my students and each one carries a light within them far brighter than my sun could ever be. She thinks me a great teacher; the ponies of Equestria think me a great leader, so I must be doing something right. As long as they need me I will not leave them. I can't defeat you, but you will get nothing from me. I will fight you until my body is broken and even then my mind and spirit will endure. Do your worst parasite."

Gloom snarled, he wanted control over the sun and the only way he could do that was through Celestia. This delusional pony had actually convinced herself that she had made the world better. Impossible! The world was filled with pain and suffering, any good she had done was pointless and fleeting. It would take some time to break this one, her delusions were strong. He cast a spell on her horn to coat it in his black ooze and then teleported himself and her back to royal palace to begin. As she was wrapped in tendrils of dark energy and submerged in a lake of liquid anguish, one thought pounded in Celestia's mind.

Endure.

Author's Note

Did everypony see the season 5 premier? It was so awesome! I liked that the villain was actually smart, serious, and more realistic. First time I've seen a villain on this show that has had all three of those qualities. That's all I can say without spoiling anything.

United We Stand

Gloom sensed that his spell had found Princess Twilight. With a thought he commanded it to attack. As a side note he also learned that another bearer had been located. In another part of town his cloud entered the Carousel Boutique. Gloom aimed most of his magic at the princess but diverted a little to Rarity. 4 elements of harmony had already escaped him and he needed to get at least one to ensure his own safety. Gloom shivered as he recalled being he was shot by that rainbow, it was second of only two times in his existence that he really thought he would die. That brought back memories of the first time, which Gloom immediately shut out. "No! He refused to recall the first time. The burning, the blinding light, the screams of his dying brethren, that cloaked pony... NO! He would make sure that he would never again feel that. All the ponies will pay for that," he thought as he focused his hate into his spells.

Rarity jerked out of bed, her slumber interrupted by a sudden screeching noise. The sight that greeted her almost gave her a heart attack. Her cat Opal was shrieking and frantically trying to escape a large cloud of darkness that was filling most of her house. Thinking quickly, she grabbed Opal with her telekinesis and opened her window to climb out onto the roof. It wasn't very far down to the street below and her intention was to simply float herself down with telekinesis. Then she saw that the same darkness had covered Ponyville and there was nowhere she could go. In a panic, her first thought was if Sweetie Belle was okay, then she remembered with some relief that the filly was spending a few days out of town with their parents. Rarity screamed as the darkness surrounded her. It was the worst feeling she could imagine. The shadow was cold and constricting, it held her in place as a sinister presence entered her terrified mind. She couldn't move, she couldn't breathe, she couldn't see. Somewhere nearby she heard Opal shriek. After what seemed an eternity a voice echoed in her mind. "Interesting. You really take the words shallow and delusional to whole new level Miss Rarity." The words came with a hiss and the voice was cold as ice. "You actually wanted to marry this Blueblood fellow, why, cause he's a prince? You hadn't even met him." A laugh echoed through her thoughts, but it had no mirth, it sounded like ironic or mocking laughter. "So much to work with here. You care more about the opinions of a bunch of snobs than your friends. It looks like the only thing you care about is money and pony's who possess it. That makes sense, I see a lot a of greed in your past. You're the element of generosity? Really?" Again the laughter. "I don't see a bearer of harmony. I see a spoiled, stuck up, little diva that wants to be better than everypony else and would give up anything for some shiny little trinkets. And what is this accent? You're the only one in your family that speaks that way. Oh, I see, you wanted to sound more cultured when you were a filly, so you adopted it. Not pleased with your family you ungrateful brat? I'm surprised anypony likes you, let alone loves you. This dragon, this Spike, you don't return his feelings at all. Understandable, he's just a kid, but you continue to lead him on, using his affection for you to get what you want. How cruel. I sense you are surprised. You never once thought about any of these things have you? No you've been content to make gaudy, ugly, overdone dresses!"

Tears flowed down Rarity's eyes. Everything she ever regretted was being thrown back in her face and mocked. What kind of horrible creature would do this? What made it all the more painful was that there was some truth to it's rant. This was not the illusions of Discord or the lies of the Nightmare. These were not what ifs born of fear or doubt, these were real memories, real actions that could never be undone. It was like she was speaking to herself at her worst, the darkest possible side of her personality, that petty, spiteful, selfish creature that she sometimes became. The unicorn slowly slumped to the ground, covering her ears in a desperate attempt to make the voice stop. "Rarity!" Suddenly a familiar voice called to her from above, stopping her mind from sliding into the abyss. She looked up in time to she Rainbow Dash barreling towards her at high speed. Behind Rainbow she could make out Fluttershy struggling to keep up. Rainbow shot right through the darkness and grabbed onto Rarity in an attempt to carry her out of the shadow's reach. However, Gloom was ready for a rescue attempt and the shadows clung to Rarity, pulling her down and threatening to engulf them both. Fluttershy swooped down and joined Rainbow in the tug of war with the dark fog. Liquid shadows, stronger than the gaseous ones, pooled around Rarity's legs and the three mares started to be overpowered.

"Leave me! Save yourselves! I'm not worth it anyway!" Rarity yelled, tears still streaming down her eyes.

"No way! I'd rather die than let you get caught by that thing!" Rainbow said as she flapped with all her might.

"Of course you're worth it Rarity." Fluttershy's voice was calm and comforting despite the fear in her eyes and the struggle taking place.

"But everything it said, I saw it, I remembered it. It's all true." Rarity's head hung in shame as the shadows slithered up her torso, pulling them all further down.

"I know, it did the same thing to me. But trust me, it only shows the bad things, if you don't give in then it'll go away. We are good ponies. You are a good pony. If you weren't, then you wouldn't have friends who love you. Please Rarity." Fluttershy's eyes were pleading and tears welled in at the corners, but a small loving, sincere smile was on her face.

"OH CRUD!" Rainbow yelled as the darkness opened up to engulf the three ponies. Rarity looked at her friends, then at the darkness. For a moment she was unsure, then she wiped the tears from her eyes and glared at the darkness with new strength. If her friends supported and cared for her that much then she refused to give up. Her horn glowed and a flash of light shot from it, surprisingly powerful for a unicorn with modest magical talent. For an instant, the shadow's grip on her loosened. Rainbow and Fluttershy gave a final tug and pulled her free of its grasp. The three flew off as fast as they could, Rainbow carrying Rarity and Fluttershy close behind.

Gloom had no idea what had just happened. He had the unicorn almost fully under his power, and yet somehow she broke free by drawing on some inexplicable well of mental strength. Was this harmony magic?

"Pinkie?! What's happening? What is that fog? How did ya go through it?" Applejack stammered as she spoke, then she gasped,"Applebloom! Granny, Big Mac! We have to go back for em!"

"Sorry Applejack, that fog had covered all of Sweet Apple Acres as we left. I only had the chance to save you. Don't worry though, it just puts ponies in weird sad trances. I'm sure once we friendship up whoever or whatever is doing this everypony will be fine and we can have a victory party. Oooh! I'll think of a song we can sing, or maybe we can sing 'Let the the Rainbow Remind You' again, I liked that one." Pinkie was chipper as always as she started walking, or rather, bouncing, towards town.

"And another thing, how were ya able to save me? You walked through that stuff like it was nothin."

"Well you see I couldn't sleep so I went to the edge of the forest to pick bluebells since my supply was running low. Then my Pinkie sense started tingling and that's when all this black stuff started covering town. I ran in and tried to help ponies, but once that stuff covered them they wouldn't listen. A lot of them didn't even notice I was there. Then the fog tried to grab me and this scary voice started saying mean things, but I didn't pay attention. I mean, why would I pay attention to a voice with nothing nice to say. The black stuff was all gross, but I found out that if I run really really fast it just slips off. I still can't go into the really thick parts of the fog, but I can run through the edges no problem. I decided to look for you and the others so that we could do our harmony thing and fix this. Sorry I left your family back there but it was hard enough to carry you and run fast at the same time. Hey, maybe I should start working out! I heard Bulk Biceps is trying to start a gym."

"Pinkie, focus! How were ya able to just ignore that. I mean that's dark magic if ah ever seen it."

"Don't know. Whatever it was seemed to want me to be unhappy, but how can I be unhappy when I have so many things to be happy about?"

"Positive thinkin? That's it? Hmmm, maybe you being the element of laughter and all makes it harder to get you down. Whatever, we need to find the others. We should go to Twilight's first, if anypony knows how to fight dark magic it's her." The two galloped off towards town.

There was no time to think, no time to react. One second Twilight was looking at a peculiar mist seeping in through a window, the next she was on the ground. It was like an explosion of shadow and darkness. Tendrils of liquid shadow smashed through her windows and hurled her backwards into a wall. Twilight struggled to her hooves, battered and disoriented. By instinct she cast a basic shield spell around herself. The darkness pressed against the small violet bubble which began to crack. The shield bought Twilight a few precious seconds, enough time for her to shake off the initial pain and shock at the surprise attack and defend herself. She cast a much stronger shield and focused on maintaining it against the onslaught. Her multitasking skills developed through years of organization and making extensive checklists came in handy as she managed to keep up her shield and quickly analyze her adversary at the same time. She recognized the school of magic she was facing, obtenebration, not just dark magic, but literally the magic of dark. Obtenebration granted power over shadows, darkness, and the ability to snuff out light. It was a very old school of dark magic that few knew of, the only reason Twilight knew was through her studies into dark magic. She also heard whispers, thoughts that were not her own, something was trying to enter her thoughts.

After defeating Sombra, Twilight gained permission from Celestia to study the old archives in Canterlot, including the tomes on dark magic. Celestia felt that Twilight needed to understand dark magic to better combat it. The restrictions Celestia gave were that Twilight could only read the tomes, not use any spells in them, and that Twilight must not read any of the words aloud as that could activate hidden spells. It wasn't that she didn't trust Twilight, it was that dark magic could do terrible things to a pony, like what happened with Rarity and the inspiration spell. Another restriction was a list of books Celestia gave her that she must not read. Celestia explained that those particular books held secrets that are better left forgotten. When Twilight asked what kind of secrets, the answer was chilling. Celestia said that those books held instructions on how to enter and attack the minds of others. Twilight at first thought she meant hypnotism or mind control spells, but Celestia explained that it was possible to dominate others through sheer force of will without complex spells. What made it dangerous was that while conventional domination spells simply suppress consciousness, mind magic can alter it on a fundamental level. Nopony should possess that kind of power, regardless of intentions. Celestia then instructed Twilight on how to defend herself if she ever felt her thoughts were being invaded or read.

That lesson came in handy and allowed Twilight to utilize her own willpower as a defense against her assailant. But she wouldn't last long against an assault like this, not without tapping into dangerous amounts of magic. She tried to move, but the slightest lapse in concentration allowed the enemy to force it's way deeper into her consciousness. Seconds passed, then minutes as the two wills battled physically and mentally. Twilight began losing ground, her attacker seemed to get stronger by the minute. Her shield shrank until it was only a few inches from her fur. It started grasping at her memories, it called her a tool, mocked her devotion to Celestia and her friends. It gloated over her ocassional bouts of obsessive compulsive disorder, her insecurities, her weaknesses. It sought to break her, and slowly it did.

"Twilight!" Spike stood in the kitchen doorway with Sunset. They had come to investigate the crashing noise and found Twilight fighting for her life. Sunset cast a spell and a wall of light sprang up between Twilight and the darkness. Spike ran to Twilight's side. "Twilight are you okay!? What is that?"

"I'm okay, just exhausted. We need to get out of here, whatever dark magic this is, it's powerful. We need to find the girls and use rainbow power." Sunset was sweating and cracks were forming in her shield, but she had bought Twilight the time to cast a teleport spell. The three friends reappeared on the outskirts of town.

"Woah. It's everywhere." Sunset whispered as they looked at the fog covered Ponyville.

"Who could have done this?" Twilight stated with tears in her eyes.

"There they are!" Fluttershy flew towards them with Rainbow carrying Rarity close behind. The white unicorn was crying.

"It got Opal, my poor Opalescence!"

"Thank Celestia we found you. Ponyville has gone to Tartarus, that black stuff is putting everypony in some kinda trance." Rainbow set Rarity down and landed beside them.

"Has anyone seen AJ or Pinkie?" Spike asked.

"HERE WE ARE!" Pinkie yelled from about a hundred yards behind them. Applejack was galloping next to her.

"We gotta find what's causing this, those clouds have mah family!" Applejack begged.

"I hope it's a horrible monster. I always wanted to have an awesome epic battle with a monster" Rainbow cheerfully stated.

"This is serious! Whatever we are up against is a powerful magical being. It can manipulate thoughts and control darkness at a level rivaling or even surpassing Sombra and Nightmare Moon." Twilight said decisively.

"She's right, that was obtenebration, high level magic," Sunset agreed.

"How do you know about obetenebration?" Twilight wondered.

"Oh, well I kinda dabbled in dark magic back when I was still Celestia's student," Sunset was embarrassed, "I snuck into the archives and stole books on it. It sounds bad, I know, but I stopped a while ago."

"Did you ever read books on mind magic?" Twilight asked.

"Yeah, that was when I really started to go to some dark places. I wasn't good at that one though. I needed to use a lot of magic to make it work. In fact the only time I sorta used real mind magic was when I was a she demon and I seized control of all those students." Sunset looked down, ashamed.

"Don't feel so bad, your knowledge might do some good now. When I was fighting that darkness, I think it tried to use mind magic on me. I could only try to shut it out, not counterattack, but maybe you can if we need to," Twilight comforted her.

"Psshh, we'll be fine, all we gotta do is find whatever is doing this and blast it to stone, or send it to the moon, or turn it good, or whatever it is rainbow power does. I just like all the pretty colors," Pinkie bounced around and continued to chatter as the others began to discuss what to do next. Twilight conjured some parchment and a quill and promptly sent a letter to Celestia informing her about the situation. Rainbow flew up high above town to see where the smoke was coming from. Rainbow returned after she saw plumes of smoke coming from beyond the other end of town. The seven mares and one dragon rushed off together around the outside of town, avoiding the dark clouds and heading for the source.

"So, they come for me," Gloom brooded from his hilltop, "Let them, I am ready."

Author's Note

Yay! New chapters finally done.

Old, Far Off, Unhappy Things Part 2

Gloom stared into the Crystal Heart, it still glowed dimly despite the overwhelming darkness surrounding it. He stared into the sparkling crystal, probing its secrets. A sudden twinge of pain overtook him and he convulsed, vomiting up a pool of rancid black ooze, which evaporated quickly. Dammed love magic! That spell that hit him earlier had damaged him more than he thought. Despite his regenerative capabilities the spell had somehow disrupted the very magic that held Gloom together. Love, happiness, hope, friendship, he could deal with physical wounds or violence, but to a being composed of negative energy positive feelings were a poison that took time to recover from. No matter, the steadily growing stream of misery he was siphoning from Tartarus, Ponyville, Canterlot, and the Empire was more than enough to sustain all three of his bodies and repair his injuries. He continued cautiously probing the heart with his magic. He needed to know more about it if he was to use it. An idea popped into his twisted mind.

With a wave of his claw he sent shadows through the empire, searching. After a few minutes two shadows returned, carrying Princess Cadance and Shining Armor. The two exhausted royals were valiantly resisting Gloom's influence, an amazing effort given that Gloom was forcing them to relive the Changeling queen's impersonation of Cadance. Gloom enjoyed seeing their pain, he liked reminding Cadance how she was too weak fight off the queen and got herself captured. Shining was especially suffering, given that he failed to tell his own fiance from an impostor and that he turned on his sister when she pointed out the obvious charade. The sad part was that he wasn't fully under Chrysalis's control until the wedding itself, his actions til then were mostly his own and he didn't suspect a thing. The very worst part was his attempts at romance and intimacy with what he thought was Cadance, Gloom gleefully shared those memories with Cadance. All Chrysalis needed to have done was take him up on his offers, that's all it would have taken to possibly create a unicorn-changeling hybrid. Luckily for Cadance, Chrysalis was not attracted to Shining. Oh well, the intention was all Gloom needed to torment the couple.

Gloom levitated Cadance to him with his magic. "Princess Cadance, former ruler of the Crystal Empire, I am Gloom, spirit of misery and current ruler of the Crystal Empire. Would you kindly tell me how to bend the crystal heart to my will." Gloom's voice was flat and calm, as if he asked what time it was. Cadance glared at him. "You must know, after all, it technically belongs to you and.." Gloom eyed her flank, "There is a picture of it on your body." Gloom could extract the information directly from her mind, but that would take time and effort as she was still resisting. Some of her mind was still obscured from Gloom's eye. Cadance glared at him for a moment, then spoke.

"If I tell you, will you let us go?"

"No, I'm not an idiot Cadance. You would come back to free your subjects."

"What about just Shining?"

"Again no."

"Then why should I tell you?"

"If you don't your husband's suffering will increase tenfold, and I'll make you watch." Cadance sighed and her expression turned from defiance to defeat.

"Touch the heart and channel your magic into it, the heart will attune to your power and magnify it."

"Cadance NO!" Shining yelled.

Gloom was surprised and suspicious, he expected more of a fight. The answer seemed so simple, but it made sense, after all, the heart seemed to be just an amplifier for magic. He hadn't tried physical contact, but then again he was hesitant to try anything without fully understanding the heart. Gloom cautiously walked to the heart, still holding Cadance and Shining in his magical grasp just in case. He slowly stretched his claw towards the heart, then, with one finger, touched it. Nothing happened. Gloom sent some of his power into the crystal, and was promptly met with searing agony! The instant his magic touched the heart it sent a wave of positive energy through his body, repulsing and countering his dark magic. It was like being electrocuted and burned in the worst possible way. Gloom screamed and stumbled backwards clutching his ruined claw, which melted and fell off. Gloom attempted to regenerate but this strange white crystal formed on the wound and got in the way, preventing his healing and intensifying the pain. Gloom snarled and shrieked as he poured his magic into the wound in an attempt to break through the crystal scab and finally heal it. After expending enough magic to drain 5 or 6 unicorns dry, the crystal shattered, sending new pain through Gloom's arm, and the wound began to heal itself, very slowly.

Gloom turned towards the royals, his eyes alight with blue fire. They were smiling! They both knew that would happen. "Oh right, did I forget to mention that the heart doesn't like dark magic? I was hoping that would cripple you and free us, but it was still worth it," Cadance said.

"You're going to wish you hadn't done that." Gloom's voice was disturbingly quiet.

"Do what you want, Cadance and I will gladly die for our subjects, we love each other, no matter what you do to tear us apart," Shining spoke through clenched teeth.

"Joke's on you, I felt the heart's power shift ever so slightly. A steady stream of dark magic will definitely turn the heart into my instrument, I just need an expendable resistor!" Gloom snarled as he seized Cadance by the hair. Gloom dragged the struggling alicorn to the heart and, with one claw on her head and the other holding her legs, he touched her horn to the heart. Cadance kicked and flapped with all her might, but tendrils materialized out of Gloom's body and held all her limbs tight. Shining struggled to help his wife, but the shadows held fast. Gloom sent a surge of his own dark power through Cadance and into the heart. Cadance screamed as dark magic rushed through her horn and screamed even louder when the heart fought back. The crystal heart repulsed the dark magic and attacked whatever was channeling it. Poor Cadance was Gloom's unwilling bridge and surge protector, her own body acting as a lightning rod for Gloom's magic while at the same time absorbing the heart's backlash. Both streams of foreign magic were extremely painful. The dark magic felt like freezing shards of ice tearing through her veins while the hearts magic more resembled fire in her nerves. The two magics violently clashed within her, but Gloom did not let her die or pass out. Some of his magic protected her so she would suffer no life threatening damage, only pain, pure and simple. Gloom simply stared at the heart in anticipation, waiting for his magic to usurp the magic within.

"STOP!! Please!" Shining begged, tears in his eyes. Gloom ignored the stallion. "Use me instead!" Gloom paused, pondering the idea.

"No, she is an alicorn and more resilient, there's a higher chance you will die unicorn, and I have no use for a corpse."

"Isn't she more valuable, don't you want her in good condition! What do you care about one unicorn?" Shining was desperate, he would do anything to stop his wife's suffering. He had failed to protect her from the queen changeling, he will not fail again, HE WILL NOT!

"Any damage done will heal." Gloom moved Cadance's shivering body towards the heart again. Suddenly Gloom retched and coughed up black bile. "Cursed love magic." Gloom muttered. Shining heard the statement and realized that their protection spell had hurt Gloom.

"That was me!" Shining blurted out. Gloom stopped. Had this one unicorn really cast the spell that hurt him so? Gloom invaded Shining's mind for proof. Shining felt it and focused all his will towards blocking out all trace of Cadance in that memory; he focused on himself casting the spell, the preparation and release of the energy. It was all him, Cadance was giving orders to the guards, she had nothing to do with it. Gloom snarled in anger as he read the memory, too livid to notice that the images didn't seem quite right. He tossed Cadance to waiting shadows and reached for Shining. Shining closed his eyes as he felt claws seize his head and drag him across the floor. He clenched his teeth and focused his mind on an image of Cadance as his horn was lowered towards the heart. He had protected her, he was her shining armor. He swore to himself that he wouldn't scream, no matter the pain. A few seconds later when the magic burned through him and overloaded his nervous system he broke that oath.

Why?

Celestia was alone in darkness. The shadows filled every inch of space and suffocated all sound. She couldn't see, she couldn't hear, she couldn't move, she couldn't breathe. Just cold, isolation, and anguish. She felt her subjects crying out to her for help and was powerless. Her sister's voice called to her, pleading to make the pain stop. Once again she had failed, once again she had dumped the fate of the world in the hands of poor, innocent Twilight. Gloom was there, he was always there. Gloom's presence ate away at her consciousness, grasping at her connection to the Sun, trying to siphon power away like a parasite. Celestia curled into a ball and shut it all out, it was the only way to keep from going insane, the only way to keep Gloom from using her. Time ceased to have meaning, had it been an eternity, or merely a few seconds? Suddenly it stopped and Celestia gasped as her head was pulled out of a pool of inky blackness. She was up to her neck in the stuff, still unable to move but at least now she wasn't slowly suffocating. Celestia looked around. Gloom sat in front of her, staring intently.

"You can't resist forever." Gloom's statement was emotionless.

"You're right, but I'm still going to try," Celestia replied. Gloom seemed deep in thought for a moment.

"I am torturing Cadance and Shining Armor as we speak, give in to me and I will allow them to pass out, refuse and the pain will continue."

Celestia was shocked, how could this be true?

"See for yourself." Gloom showed Celestia what was happening in the Crystal Empire through the eyes of his other body. Celestia's hopes were crushed, her plan had been to keep this creature focused on her. As long as Gloom was with her he couldn't stop Twilight or Cadance, but how could she distract something that could be everywhere at once? "You don't," Gloom read her thoughts, "In addition to the avatar I have in the Empire and the one you see before you I have one in Ponyville. I am preparing to overpower your student this minute. Equestria is finished Celestia, stop bottling up your misery and let go. It will only hurt more if you fight. It's hopeless."

"What are you?" Celestia demanded, "Why are you doing this?" The entire time they spoke Gloom never once stopped trying to invade the deepest depths of her being, to get at the magic within.

"A number of reasons. I could say that I hate ponies, that I want revenge for past conflicts I had with your ancestors. I could say I want power, that the negative energies I steal from all of you will make me a god. I could say that I envy ponies, I can't feel true happiness, why should you? These are true, but they are not why I do this." Gloom paused and there was silence.

"Are you going to answer my question?" Celestia asked. Gloom leaned close to her.

"I think I will. Just because you are the first being ever to ask me of my motives. I have been asked what I am before, but never why I am doing this. Besides, it is far easier for you to fight me if you see me as some inequine monster that is pure evil. It might shake your resolve to realize that my reasons make sense." As Gloom spoke he turned his back to Celestia and moved to gaze out the window. "Do you ever question why you teach your ponies the value of friendship, why you tell them to spread it across the land? It makes them happy, you think, it makes their lives better, you think. However, at the back of your mind you know the real reason. It is for their survival. Without fueling their magic with things like harmony, friendship, love," Gloom spat these last 3 words with disgust. As he spoke, a letter suddenly materialized next to Celestia's head, sent via Spike's fire.

"Ponies would never be able to survive against all the monsters and powers that would like nothing more than to dominate them. How many times has friendship saved you from certain doom?" Gloom wasn't looking at her, he didn't see the letter. "Countless, am I right. Ponies need friendship to continue their existence in this world. Hate, fear, misery, deceit, greed, loneliness, these things would destroy them. And then we have me, where do I fit in to all this? Have you ever wondered if other concepts could do what friendship does?" Celestia glanced over the letter, it was a call for help from Twilight. "Of course not, that would be like trying to explain how important air is to a fish. To a fish air means suffocation, air means death, but to a pony air is life. Do you understand? Misery is to me what friendship is to you."

An idea popped into Celestia's head, but she needed to cast a spell. Her horn was covered with hardened black sludge. "I am not a changeling or a siren, it doesn't just grant me power, I need it to live. I need to embrace it, I need to spread it. Friendship, happiness, love, hope, the things you hold so dear would destroy me. So in the end it comes down to who wants to live more, me or you?"

Celestia managed to both listen to Gloom and carry out her idea. Centuries in court listening to speeches by nobles while simultaneously thinking of plans came in handy. She was mortified, here in front of her was a creature that was physically and mentally incapable of being happy. A creature that needed to destroy the lives of others to survive. An absolute antithesis to everything ponykind held dear. It didn't matter though, her ponies came first, this creature needed to lose. She focused her magic against the crust blocking her horn. She needed to keep him talking, keep him from turning around. "What made you this way? What force could have made a creature so opposed to all being?" Gloom responded, he was aware of Celestia's struggles against her restraints but mistook them for the general resistance she gave earlier.

"It's a long story, but none of the forces that shaped me gave me a choice in the matter. I didn't start this way, I was originally much simpler. I once depended solely on hatred, a single emotion among many within misery itself. I didn't understand what it was then, only that I needed it. I was later granted complexity and understanding, against my will." Celestia poured what was left of her strength into her horn. She just needed a little magic, a spark. Finally she got it, a tiny crack formed in the crust and her spell got through. A wisp of magic hit the letter and sent it off to somepony who was in a position to help. The spell was so small and weak that Gloom didn't even feel it act. He never knew the letter was there and gone. Gloom turned around and moved to stand in front of Celestia. "Ah, trying to break your restraints again? What a pointless waste of magic, although I'm impressed you cracked them. Did you really think I'd talk long enough for you to break free? I'm insulted." Gloom waved his claw and the black crust on Celestia's horn repaired itself then grew twice as thick. Celestia meanwhile was busy repressing the memory of the letter so Gloom wouldn't find it if he chose to look into her mind.

"Now, where were we?" Gloom stared menacingly into Celestia's eyes.

"You were telling me about yourself, but I've heard enough to understand. You have mutated and changed but I know what you are."

Gloom showed all his teeth and the room got even colder. "And what's that?"

"You're the last windigo."

Gloom's eyes glowed bright blue.

Author's Note

Happy Memorial Day!

Trap

Twilight felt a growing sense of dread as she walked along the outskirts of Ponyville. The sky was pitch black and a strange, cold rain fell from the sky. The raindrops were not the normal kind of cold, they chilled both the body and soul. Despite the lack of stars or moon there was enough light to see by. She had no idea where the light came from, it seemed to come from everywhere and nowhere, but the light gave little comfort. It was dim and cast everything in a bleak gray, it was as if the world had become an old black and white photo, one of those photos where no one was smiling. Twilight felt as if the life was being sucked out of her with every breath. She had no idea why she felt sad, but her sadness grew until every step became difficult.

"The whole world feels sad. We really need a party soon to brighten things up," Pinkie sounded subdued, but still retained her cheerful tone. Pinkie's voice snapped Twilight out of her slump. She looked around and saw that the others had been slipping into the same funk she had before Pinkie spoke. She hadn't even realized the change. When they started from the other side of town they had been chatting away about what to do when they found the source of the problem, but they slowly slipped into silence and then started moving slower and slower. Their cautious optimism had vanished and been replaced with a somber, almost depressing feeling.

"Girls, Spike, we should keep our guard up. There's dark magic in the air and I think it's starting to get to us," Twilight warned, "Fluttershy, you said you saw something when you stared into the darkness? Any idea what it was?"

"Sorry Twilight, I don't remember. I can't recall much after I started staring. All I remember is eyes, cold, blue, so much hate... so much pain..." Fluttershy trailed off and stared into space as her expression slowly changed to one of horror.

"Fluttershy? You alright darling?" Rarity asked after a second or two.

"No, I'm not. I can't remember what I saw and I don't think I want to remember. I'm so sorry, I'm just not strong enough." There were tears in Fluttershy's eyes as she spoke.

"Oh, darling, you have nothing to apologize for. I never saw anything but that smog, but I know I heard it talking to me when it had me. Regardless of what it looks like it must be the most hideous thing imaginable on the inside. Inner ugliness is a million times worse than outer ugliness. Why, a lady could be driven to tears just thinking about such a thing," Rarity told Fluttershy.

"Shush! I think we're getting close, look!" Rainbow interrupted. Indeed, they could see a column of smoke rising from just beyond a hilltop ahead of them.

"Spike. I need you to stay here. I have no idea what's on the other side of that hill," Twilight whispered.

"But I can help!" Spike protested.

"It's dangerous and I don't want you getting hurt. The rainbow might not protect you Spike."

"What could hurt me? Dragons are tough, fireproof, and magic resistant. Worry about yourselves, not me."

"Don't argue Spike. Please just stay here. This is powerful dark magic that I've never seen before. When it attacked me I felt the will behind it. It wanted to hurt me, to kill me, to drive me insane. Sombra almost hurt you Spike and this feels much worse." Spike frowned, but nodded his head in understanding.

"Hey Spike, it's not all bad, if we get in trouble you can get help, like you did at the battle of the bands," Sunset pointed out.

"Yeah Spike, y'all got our backs if things go South," Applejack added.

"I guess," Spike didn't sound completely convinced, but he relented and stayed at the foot of the hill. The seven ponies moved slowly to the top of the hill, even Rainbow stopped flying so as not to give away their position. As they rounded the hilltop, they could here sobbing coming from the other side. The source became visible as they reached the top. At the bottom of the other side was the silhouette of a pony surrounded by a pool of black ooze. The pony was submerged up to it's neck in the stuff and a coating of it covered its head. It's features were indiscernible under the goop, but the shape of the head was that of a stallion.

"That guy's in trouble! Hold on!" Rainbow flew into action and soared towards the pony.

"Twitcha Twitcha!" Pinkie suddenly started twitching in a way everypony knew meant danger.

"Rainbow wait!" Twilight yelled, but Rainbow was already hovering above the distressed pony, ready to pull him out.

"Grab my hooves!" Rainbow reached down towards the pony, who looked up towards her with his eyes closed. The black ooze covered every inch of the pony's head and dripped down his muzzle.

"You idiot." The voice that came from the head didn't sound like a pony. It opened its eyes. Rainbow was suddenly transfixed by two glowing blue flames that peered right through her. Every instinct screamed at her to look away but her body didn't respond. The flames pulled her in, consumed her. All she knew was darkness, then there was images. She saw herself abandoning her friends in a maze, leaving them at Discord's mercy. She saw herself celebrating as she traded Fluttershy for a book. She saw herself treating saving lives like a game as she competed with Mare Do Well. She saw every moment where she was at her worst, nothing more than a selfish, arrogant, jerk. "You forgot stupid too. I've never seen a pony go to such lengths to prove that she's not an 'egghead', I wonder if Twilight knows just how bad you think that is, would she be offended,? Hurt? No wonder the Wonderbolts ignore you. You traded your oldest, closest friend for a book, then tried to have your newest friend use her authority to fix your mistake. As for the other things I find it interesting that harmony chose you as loyalty when you show nothing but the opposite. You don't deserve that element." The voice echoed inside Rainbow's skull, pushing aside all other thoughts. The devastated pegasus fell to the ground and lay there, eyes staring blankly into the distance as black tears flowed down her cheeks.

"Rainbow!" The six other ponies all yelled her name as they ran forward to save her, but they stopped short when a razor sharp claw rose out of the pool and clutched Rainbow's throat in warning.

"All it would take is a flick of my wrist and her throat would be slit, or I could twist and break her neck, or maybe I could simply squeeze and crush her windpipe, so many ways to die." Gloom was chillingly calm. The ponies watched in terror as the pool condensed and rose up to form the rest of Gloom's body. The decoy head that lured Rainbow reshaped and molded itself into Gloom's skull. "Let me introduce myself, I am Gloom, spirit of misery and despair. Now if you wish your friend to live you will all do exactly as I say. And don't bother trying that little rainbow trick, I know it won't work without this one." Gloom gestured to Rainbow's comatose body.

So this is what we're up against. What sun-forsaken pit of Tartarus did this thing crawl out of? Twilight sized up the creature as it spoke, her analytical mind pushed into overdrive by the danger Rainbow was in. I can feel the dark magic radiating from it. It's like a void pulling in everything around it. I've never heard of a spirit of misery, but Discord is a spirit and if this thing is anything like him it must be powerful and cunning. It also knew about rainbow power, not good.

"If you so much as scratch her I'll buck you into next week varmint! And gimme back mah family!" Applejack's voice was filled with rage.

"C-c-an't we t-t-talk this out? What did Rainbow ever do to you?" Fluttershy stammered as she spoke, desperately trying to keep herself together.

"C'mon, you won't really hurt her? Right? I mean you'd have to be pretty evil to do something like that and this is a kids' show," Pinkie's tone sounded worried despite her words.

"Don't worry. I won't kill her if you do as I say. What I want is very simple. All you need to do is let me cast a spell on you, then I'll give your friend back unharmed."

"No way! You'll do to us what you did to everypony in Ponyville, that's a fate worse than death, a living nightmare!" Twilight yelled back.

"No. I already have plenty of food for now and I know that you'd never agree to that. Instead I wish to sever your connection to the tree of harmony." Gloom waited patiently for the gasps and reactions of shock to pass. "Yes, that's right, no rainbows, no friendship magic, no elements. After that do what you will, I don't care."

Twilight's mind was racing, if they gave in to this thing's demands then Equestria might be defenseless against it, not to mention there was no telling if it would actually keep it's word once they were at it's mercy. I could try teleporting Rainbow away from it, but it might see my horn glow and hurt rainbow before my spell works. The same could happen if I try to get Rainbow with my telekinesis. It could also counter my spell, it seems to have high level skill with magic. It was then that Twilight saw Spike tip-toeing out from a bush behind the creature. He was very slowly and quietly sneaking up on it. By Celestia! What's he doing!? Please Spike be careful! Twilight resisted the urge to look at Spike and instead stared at Gloom, lest Gloom notice. She glanced at the others, hoping that if they also saw Spike they wouldn't give him away. She needed to keep the monster focused on them.

"Your answer, now. Or she dies," Gloom's voice broke the brief seconds of silence. Gloom was anxious despite his control of the situation. They would either agree to his demands or do something stupid. Either way he would win. He had no doubt that he could overpower the ponies, but that would take time and precious energy he would rather divert to the Crystal Heart's corruption. Each of the ponies had demonstrated some degree of resistance to his psychic powers. The friendship princess would be especially slow to deal with. He could not draw much power from his Canterlot avatar as that one had spent most of its reserves subduing Celestia and needed time to recover. What worried him was that at some point Discord would likely intervene, Gloom was spread far too thin to fight the spirit of chaos and every spark of magic would be needed for that battle. He had to finish off the elements quickly then rejoin with his other avatars.

"How do we know you won't do something terrible to us or hurt Rainbow anyway?" Twilight asked.

"You don't. Now give your answer."

"Shouldn't you tell us why you're doing this, maybe we can work it out. We've made friends with several ponies who once hated us." Twilight stalled as Spike drew closer, the tiny dragon was now just a few meters behind Gloom.

"Really? How sad, turning hate to friendship is such a waste. Hate can do wonderful things. The fact that these enemies of yours are now your friends just shows that they were weak. Pain must be held on to until it festers and rots."

Twilight was shocked at such a terrible declaration. This thing, this Gloom, seemed to enjoy evil for it's own sake rather than for any psychological reason. Whatever Spike is doing he better do it quick!

Sweat dripped down Spike's face as he crept up behind Gloom. The creature was easily 5 or 6 times the size of the baby dragon. It's gangly body was thin but strong looking. He's a lot bigger up close. Now what? He's still holding Rainbow and there's no way I can pull her away. Crud I really didn't think this through! Wait! My fire-breath! That would definitely make him let go, but it might really hurt him. Spike hesitated, he had never used his fire on a living thing before. Then he looked at how Gloom's claw clutched at Rainbow's throat, ready to tear it out. No, this thing deserves it. No one threatens my friends.

"Now will you surrender? Or do I have t-" Gloom was cut off by the sound of someone taking a deep breath behind him. He whipped around just in time to be blasted by a torrent of dragon-fire. Gloom shrieked and fell backward, enveloped by the flames. Twilight sprang into action, grabbing Rainbow in a protective magic bubble and levitating her back to the group. Gloom's surprised wail turned into a roar of rage as he struggled to his hind legs, raising his forelegs as a shield against the fire. The ooze that was his flesh boiled away, but the dark bone remained in tact and more shadow formed to replace that destroyed by the fire. Pushing through the flames, Gloom seized Spike by the throat and lifted him into the air, only to let go when the dragon bit down hard on his claw. At this point Gloom's bones were harder than steel, but Spike's teeth could pulverize diamond. Gloom howled in pain as Spike spat out bits of the creature's bone. Twilight gave a magical yank and Spike was teleported to her side and out of harms way. A blast of dark magic shot from Gloom's mouth and blew apart the ground Spike had occupied an instant before. The ponies and Spike then gathered between Gloom and the defenseless Rainbow. Gloom bellowed and charged. The true battle for Equestria had begun.

Author's Note

Wow it has been a while. I've been busy with a lot of things, but now I'm free once again. Now that I'm on summer vacation I hope I'll be able to finish this story before September. As always, comments are welcome.

Together We Fall

Twilight was the first to act, a violet barrier rose between the ponies and Gloom. Gloom's eyes glowed and a charged field of darkness formed around his front. The energy field impacted the force-field and Twilight's spell shattered.

"Everypony move!" Pinkie yelled as she grabbed the unconscious Rainbow and leaped out of the way. Her friends followed suit as Gloom barreled through the small group. A dark claw swiped for Rarity, but the unicorn gracefully ducked, simultaneously sticking out a hoof under Gloom's legs as he charged. Unable to stop, Gloom tripped and crashed to the ground, carving a deep rut into the dirt. He rolled right into Applejack's waiting hind legs and was greeted by a full buck to the face. Now Gloom had been kicked by ponies before, some victims inevitably struggled and kicking was an instinctive defense. Unicorn and pegasi kicks were nothing more than annoying for Gloom even at his weakest and even earth ponies were nothing if he was sufficiently empowered. Alicorn kicks were painful, but usually Gloom could shrug them off. However, Gloom had never felt the twin pistons that every Apple could unleash, and Applejack was a leg above even those. It didn't help that Gloom's own momentum propelled him into the buck. Gloom's muzzle crumpled and his teeth shattered. His skull caved in as his momentum was completely reversed as he flew back and away from Applejack, landing a few meters away.

"OW! His head is harder than Granny's fruitcake!" AJ rubbed her aching hind legs.

"Applejack! He really looks hurt! How could you?!" Fluttershy shrieked.

"Y'all saw that thing pull itself back together when Spike blasted it. Also it tried ta kill Rainbow. Ah don't think we can hold back on this one."

"Oh, I'm not so sur-AHH," Fluttershy screamed as a tendril of shadow grew out of Gloom's body and seized her leg. Gloom sprang back up to his feet, his jaw popping back in place and his skull repairing itself. The tendril was quickly severed by a blast from Twilight. Twilight, Sunset, and Rarity all fired beams of magic from their horns, bathing Gloom in multicolored light. The triple beam knocked Gloom back a step, but he held his ground and started advancing forward against the concussive blasts. More tentacle-like projections grew out of Gloom's body and seized the three unicorns.

"Yoo-hoo!"Pinkie's voice rang out from somewhere behind Gloom. He turned only to see the barrel of a disturbingly large party cannon inches from his face. The explosion of confetti and streamers forced Gloom to let go of the unicorns and also temporarily deafened him. Disoriented, Gloom was unable to react when a lasso wrapped around his legs and pulled him to the ground. In a second, he was hogtied by Applejack and pinned to the ground by the combined telekinetic might of 3 unicorns.

"And that's why nopony messes with friendship," Pinkie proclaimed happily.

"Now turn everything back to normal and gimme back my kin ya monster," Applejack demanded.

"Did you just hogtie me? You're kidding right?" Gloom's voice held both shock and barely restrained malice at the indignity of his position. A pulse of shadow exploded out from Gloom, breaking the unicorn magic binding him and disintegrating the rope. The ponies were thrown back and before they could rise to their hooves, Gloom was in Applejack's face. His burning blue eyes boring into her soul. The sturdy earth pony tried to resist as she had before, but resisting Gloom's smoke was different than standing against his direct gaze in person. She sank to the ground, eyes coated in blackness and her mind consumed by torment. "There, now you can join your family in my world."

"NOO!!" Fluttershy flew into the air, rushing to Gloom and stopping inches from his face, "I don't care how scary you are or how much pain you cause me! First you hurt Rainbow, now Applejack. You will not hurt any more of my friends! Now release them or else!" Fluttershy stared harder than she ever had before. She could feel her eyes straining and a blood vessel even popped in one, giving her left eye a menacing red tint. Twilight could have sworn she saw Fluttershy's eyes glow faintly with magic for just a second. Gloom's eyes flared in reply and all of his power and attention was diverted to Fluttershy. Miles away in the Crystal Empire, Gloom suddenly stopped his torment of Shining Armor and dropped the crippled unicorn. In Canterlot, Celestia noticed that Gloom suddenly stopped moving and stared into space, as if in a trance. Fluttershy valiantly fought against the full power of Gloom's will. Tear's flowed down her eyes and a vein bulged on her forehead as her mind began to crumble. "Run! I-I can't hold it. Run please!" Fluttershy begged her friends to escape.

"We won't leave you, we can't leave you." Twilight yelled as she, Sunset, and Rarity opened up a new barrage of magic upon Gloom. Spike joined in with a blast of fire. Even Pinkie started throwing rocks in a desperate bid to help Fluttershy. Gloom completely ignored the beams pummeling him even as they stripped the flesh from his body; the light within Fluttershy shined bright and every fiber of Gloom's being was now devoted to snuffing it out. However, his body began to fail under the constant hail of blows. The damage came faster than he could regenerate and unlike when Celestia burned him he could not focus on holding himself together, not with Fluttershy engaging him in a battle of wills.

How was this pegasus so strong? There was no mistaking it now, they draw power from each other. How did it not drain them? Instead this strange ability seemed to build and support, as if the well they drew from was endless. Were they somehow drawing directly from the tree without tapping their rainbow powers? NO! I am Gloom, I am misery, I am DESPAIR! I will not lose now or EVER! Abandoning his previous plans, Gloom ripped out the magic sustaining his Canterlot avatar, transferring it all to the Ponyville one. In Canterlot, Celestia watched with surprise as Gloom collapsed and melted away into formless sludge. Her bindings remained, but the insidious will assaulting her thoughts ceased. Canterlot seemed to brighten ever so slightly as Gloom's grip loosened.

"FALL!" Gloom roared as energy exploded from him, knocking the ponies to the ground. Gloom seized Fluttershy while she was dazed and transfixed her with his stare. Gloom tossed Fluttershy's limp form aside and charged towards the 4 remaining ponies. Spike was the first to get back to his feet but Gloom sent the dragon flying with a kick. Gloom pinned both Rarity and Twilight to the ground, one in each claw and stared. Rarity withered under the weight of his gaze. It was easy to break her, the trauma from the first time Gloom influenced her was still fresh. Twilight mustered a resistance. Gloom focused on her insecurities, her neurosis, he especially targeted the incident with the want-it-need-it spell. The only reason she made friends was because of the elements of harmony, not because she was a good pony or because she cared about friendship. Twilight was a princess because she finished a sentence in a book, she didn't deserve it. Everything had been set up and given to her by Celestia, her friends, her crown, her job, her home. Anypony else in her position would be the same, she wasn't special, just lucky. She can't save her friends. It was surprisingly easy to send the princess of friendship into despair, Gloom sensed that she had been broken before. He viewed the memory of her heart breaking as her friends abandoned her and Discord laughed.
Well done Discord, couldn't have done it better myself. Looks like she's done, I can see the black tears forming in her eyes. Wait. She's still hiding something from me. I sense a subtle spell on her own magic. What are you repressing? What are yo-. Gloom's mental probe was interrupted by a sudden blast from Sunset. He released the two entranced unicorns and turned to face Sunset and Pinkie. The unicorn had tears in her eyes, normal, clear tears as she fired blast after blast at Gloom. Gloom waved a claw and Sunset was thrown aside like a rag-doll by a telekinetic shove. Pinkie's face twisted into a snarl.

"You meanie! You great big meanie! All you do is hurt ponies! Nopony will ever be your friend cause you're a big dumb meanie!"

A dark tendril grabbed Pinkie and pulled her toward Gloom as she struggled. When she was a within claw's reach Gloom stared into her eyes. Her resistance surprised Gloom. She almost didn't acknowledge Gloom's mental attacks. She didn't care that everypony thought she was crazy, she didn't care that everypony thought she was annoying, she didn't care that she completely lost her mind just because she thought her friends ditched her. All she cared about was making everypony smile.

This meanie will never understand that. The joy that laughter and parties can bring. No, this thing just wants everthing to be dark and sad. If he wants to put me in a trance then at least I can tell him what he's trying to destroy. Is that you in my head you evil enchanter? I'll show you how to SMILE!

And with that Pinkie did something nopony had ever done before, she assualted Gloom's mind, not with psychic attacks, but happiness. She fed every fun memory and thought she could think of into Gloom's consciousness. It was one last act of defiance. Instead, it became a surprisingly potent counterattack. Gloom shrieked and recoiled in pain, his burning eyes flickered and sparked. THE IMAGES! THE IMAGES! They burned the inside of his skull. The happiness was sickening. Gloom's mind flooded with feelings that he was incapable of comprehending. With a roar of pain, desperation, and rage, Gloom funneled all the torment he had inflicted on thousands of ponies into Pinkie. In an instant her mane deflated and she passed out. Gloom gasped as the hated happiness stopped. He stared in silence and shock at the pink body before him. In a few seconds he recovered.

"Laughter," Gloom hissed. An audible groan from behind reminded Gloom that Spike was there and Gloom trotted over to the beat up dragon and stared. The baby dragon was defenseless against the mental assault. Gloom played with Spike's self esteem and how he was just a sidekick along for the ride. How little he mattered to the ponies, how he would never be a true dragon. Gloom enjoyed tormenting him with the fact that Rarity could never return his love. The incident with his greed gave Gloom plenty of ammunition. Once Spike was taken care of Gloom turned to Sunset, whom had just risen to her hooves. She was injured.

Sunset felt hopeless. This monster had overwhelmed all her friends one by one before her eyes. It was too strong to stop. There was no point in running and she didn't think she could. That blow had broken something inside her, she tasted blood.

"I'll be with you in a minute pony. I just need to make sure their link with harmony is completely severed." Gloom's voice was chillingly flat, almost monotone. Gloom's eyes glowed as he channeled a spell. A shadowy mist seeped from his mouth and creeped towards the six ponies. The mist entered their mouths and they breathed it in. Every pony shuddered in their trance, as if having a bad dream. "It's done, looked simple right? Would have been impossible if they were in a position to resist. Now who are you little pony? I know for a fact that there are six elements of harmony and you are not one of them." Gloom casually walked toward Sunset.

"How do you know about the elements?" Sunset asked.

"From Tirek and many ponies in Ponyville. I learned much about the bearers of harmony and the dragon whelp, but nothing about you. Are you a friend from out of town? Why are you here fighting me with the bearers? I could probably look in the minds of the bearers and find the answer, but it will be more entertaining to get it straight from you. And don't fight back please, I've had a very frustrating night and my patience is wearing thin." Gloom loomed over Sunset. The unicorn tried to shut her eyes but she couldn't look away as Gloom's burning eyes came closer and closer. This was it, Equestria will fall.

Snap

CLANG!

The eyes were no longer there, instead a comically over-sized anvil was in front of Sunset. Some black liquid and pieces of bone protruded from out of the bottom of the heavy instrument, the only visible evidence that Gloom was squashed beneath it. A snap sounded seemingly from nowhere and Sunset suddenly felt much better and found she could move normally. Whatever bone she had broken was mended. With a flash of light a strange creature appeared between Sunset and the anvil. It was one of the strangest creatures Sunset had ever seen, a mismatch of body parts from various creatures, even more mixed up than a chimera. Sunset had only seen such a thing once before. She remembered seeing a statue of the same type of creature in the Canterlot gardens, a draconequus. It snapped it's fingers and the six bearers of harmony were teleported next to Sunset. All of them had been miraculously cleaned up, healed, and instead of crying black tears they were sleeping soundly. Meanwhile, Gloom's liquid seeped out from under the anvil and reformed back into the monster. Gloom's face was contorted with rage and hate as he glared at the new foe. The draconequus didn't seem afraid, in fact it wore a goofy smile on it's face.

"Hey Gloomy, long time no see." Discord said.

Author's Note

Enjoy! :pinkiehappy:

Chaos ex Machina

"This does not concern you, servant of chaos." Gloom's voice was a barely audible whisper.

"I disagree Gloomy. These ponies you were about to snack on happen to be my friends and under my protection. If you really are that hungry feel free to have some gefilte-flan." Discord was suddenly holding a plate with a strange piece of food on it. It looked like a lump of brownish jello with a fish head on top. The fish head wobbled slightly. "Isn't it delightfully weird? I learned the recipe from some kids I met on my travels through the dimensions. Oh, and don't worry Fluttershy the fish head is made out of tofu so no actual fish were harmed to make it."

"Huh? Wha?" Fluttershy's eyes weakly opened and she tried to stand before collapsing again.

"It's alright Fluttershy, rest now. Your old pal Discord will handle this," Discord said gently.

"Discord, be careful. That thing can-" Fluttershy's voice was barely a whisper.

"I know. I've met Gloomy before, I'll explain later when you're not in mortal danger," Discord never stopped looking at Gloom as he spoke to Fluttershy, "Now where were we? Oh yes, you were just leaving Gloomy."

Gloom's thoughts were the picture of frustration. I was so close, I had them. I could've finished this before it even began. But no, now I have the spirit of chaos in my way and Celestia is likely freeing herself. I could run, but where to? He can be anywhere he wants! If only he had intervened an hour later, it would be too late. I must keep them away from the Crystal Empire, the heart is almost ready and final preparations must be made. Maybe I can stall, my magic is flowing in faster now that it's split between 2 avatars instead of 3, I'm already stronger than before.

There was silence as the two spirits stared at each other. Gloom's eyes burned as he stared at Discord. Discord met his gaze and smirked.

"Oh please, you know mind magic doesn't work on me. Chaos can't be controlled, my thoughts are my own."

Sunset held her breath as she watched. As the seconds passed she noticed that something was building around Gloom. Darkness itself seemed to condense and ripple around him. He was gathering power! Charging up for something!

"Discord watch o-" was all Sunset had time to yell before Gloom fired a blast from his mouth. The shot was a direct hit and Discord vanished in an explosion. Gloom continued to fire into the cloud of smoke and debris for several seconds before stopping.

"Did you get him?" A voice whispered from behind Gloom. Gloom spun around to see Discord standing unharmed. Gloom's claw swung to shred Discord to ribbons. The swipe struck dead on but instead of tearing to pieces Discord exploded in a cloud of bubbles. Discord was suddenly standing on Gloom's head, or rather, dancing on his head. Tendrils of shadow sprang from Gloom's body and wrapped around Discord, who promptly tied them in a knot and vanished. Discord appeared in front of Gloom and his lion's paw swung to uppercut Gloom, "Shoryuken!" Gloom's jaw shattered then reformed as he tried to grab Discord. Everywhere Gloom attacked Discord just wasn't there anymore. Abruptly Gloom switched strategies, using frost instead of shadow. The ground turned to ice around Gloom, but Discord simply started ice skating, avoiding the spikes of ice shooting out of the ground at Gloom's command. A smoke screen appeared around Gloom, but it was blown away by a high powered fan Discord pulled out of nowhere. Gloom roared and lightning crashed into Discord from the sky. Discord simply appeared above Gloom and dumped a bucket of what looked like chocolate milk on him. The chocolate milk then exploded, twice. "Get it, cause it's double chocolate?" Discord chuckled, mocking the badly damaged Gloom. Gloom released a huge burst of dark energy in all directions and Discord vanished. Gloom looked around, snarling. suddenly Discord's head popped out of Gloom's chest, much to everypony's surprise and disgust. "You know Gloomy, things would be a lot better if you just lightened up."

"GOT YOU!" Gloom roared as his slime coated Discord. Gloom seized Discord and pulled him out of his chest. The ooze hardened around Discord and in seconds Discord was frozen as a tar covered statue, an expression of horror on his face. "Ha, overconfident idiot. Enjoy being trapped forever. Now for you my little ponies." Gloom walked towards the ponies. Sunset and Fluttershy, the only conscious ponies, couldn't believe their eyes. What could stop this monster if it could beat Discord so easily. Gloom stopped only a meter from them. The others were starting to stir, Twilight's eyes fluttered open, but the group was helpless.

Then Gloom smiled, "Psyche!" A zipper appeared and unzipped Gloom to reveal Discord inside an elaborate Gloom costume. "Ha, pulled the old switcheroo!" The ponies could only stare in shock and confusion. "He actually thought he could trap me. Maybe a few eons in that prison will improve his attitude. By the way-" He now addressed Sunset, "You must be Sunset Shimmer, I'm Discord, wonderful to meet you. Now, is everypony okay?"

The ponies and dragon all slowly woke up. "Discord? Where's that monster?! What happened?" Twilight asked.

"I trapped him over there in a statue of yours truly." As Discord spoke a group of bleachers suddenly appeared with a crowd of cheering Discords. "Oh you're all too kind, just being your friendly neighborhood hero and all." Discord began to wave and flex for the crowd of, hims.

"So what was that thing and how do you know it?" Fluttershy asked.

"Oh it's a long story, let me end this fanfic first then I'll tell you," Discord snapped his fingers.

They all lived happily ever after
The End?

"Why did you add a question mark?" Pinkie asked.

"What? I didn't, let me try again."

The End?

"It's still there," Pinkie said. The other's stared at Discord and Pinkie, having no idea what they were talking about. Twilight noticed that the eyes of the statue were starting to glow red.

The End??????NO???????!@#@%@%^RTSFGHZGSET^WQRYRFGJFVVSSFS NO!ARA$FGHFYUR???????????????????????

"C'mon you stupid story, end already." Discord continued to snap his fingers.

The E!@#!%#$$%$%^&~#%$Y%%&#RDDSGG010101010100001100001111011100001010SUFFERING!@##$$$@@HATE!@!$!#$%$@!

"Uh Discord?" Twilight said as the statue started to crack.

The !@#!#$!$#%YOUHAVENOTBEATENME!!#$@#$^#$&#!#%&*&^)(()(*))00010200201010100

"Okay now it's getting creepy," Pinkie said.

"Everypony, I don't think it's over," Twilight said, her ears down in fear. The statue shattered and Gloom burst out, his eyes crimson flames.

"DIE!" Gloom fired a huge blast of darkness at Discord, the shadow seemed to flicker and roar like fire as it thundered towards the draconeques like a bowling ball. Discord smiled confidently as the attack neared. Then Gloom swung his claw in some kind of steering gesture at the last moment, just inches from Discord the blast turned in mid air and hurdled towards the group of ponies, it's speed suddenly increasing to bullet level, giving no time to react. Discord could survive anything he couldn't dodge or deflect, but he needed a chance to react if he wanted to protect others. He went to snap his fingers, but it was too late. Twilight was in front of the group when the black flame struck, the last thing she saw was the darkfire ball hanging in front of her face as if frozen in time for an instant.

In that instant, something inside her snapped.

The shadow flame exploded, the world went dark for a second as the fire consumed rather than emitted light. Discord stood there, dumbstruck as he watched the huge plume of smoke that doubtless concealed the scorch mark that was all that remained of his only friends. He had failed to protect them. Gloom walked up to the stricken chaos spirit. "Pitiful." Discord turned to Gloom as the spirit of misery spoke. Discord simply emitted an incoherent noise, it sounded like the voices of multiple animals, snarls, growls, roars, and wails all mixed together in despair and rage. It was the voice of true chaos and madness. Gloom was well aware that this avatar was about to be destroyed, but it didn't matter. Discord would likely retreat into seclusion or descend into madness afterwards, no longer caring about the world that would soon belong to Gloom. Gloom braced himself, his Ponyville avatar already beginning to shut down, his Crystal Empire body will be unaffected by its counterpart's demise. In the Crystal Empire he continued the corruption of the heart. Discord reached for Gloom, tears pouring down his face but his mouth was twisted into a disturbing smile. A terrible magic began to build on Discord's claw.

A purple glow flashed from the smoke cloud. The two spirits turned. A pulse of bright violet fire cleared the smoke to reveal Twilight Sparkle. Her eyes shined blinding white and wild energy arced from her horn in all directions, the raw power had deflected Gloom's attack, saving Twilight and her friends, but something was wrong. Twilight twitched violently in a seizure as she levitated into the air, her horn shining brighter and brighter. The ponies backed away as the temperature around the unicorn climbed and the smell of ozone permeated the air. Lightning and fire sparked and flashed from her horn and cracks began to form along it. The fur on Twilight's coat began to ignite. The magic was building to a critical mass.

"She's gonna blow!" Pinkie screamed.

"Twilight!" Spike yelled.

"Magic surge! Really, really big magic surge! Way too big to stop!" Sunset yelled over the roar and crackle of Twilight's magic. Discord stared dumbly for an instant then looked at Gloom. He noticed that Gloom was also staring at Twilight, also dumbstruck. Discord acted first, with a snap he was by Twilight's side.

"Twilight that's too much! Shut it off!" Discord demanded. Twilight didn't respond, all she did was stare into the distance. "Never-mind! I'll take the edge off and we'll ride the wave!" Discord touched Twilight's horn with the tip of a claw. The energy stopped firing in all directions and instead a bright stream of purple light flowed from the horn into Discord. The spirit of chaos inflated like a balloon and glowed violet. Just when it looked like Discord was about to pop the stream ceased and Twilight flopped to the ground, back to normal.

"Twilight, Discord, are you both alright!" Fluttershy asked.

"Ugh," Twilight rubbed her aching head.

"Don't worry, I know just how to burn off all this magic," Discord said, "Hey Gloomy!" Gloom bolted, running away from Discord as fast as he could. "I'm a firin-" Gloom leaped into the air and started flying away, "-mah lazah! BLEAAHHHHHHHH!" A huge purple blast shot from Discord's mouth. The energy wave caught up to Gloom and utterly obliterated him. The magic continued until Discord deflated back to normal. "Wow, glad that's out. Is everypony alright?"

Author's Note

This chapter was a mind screw. Hopefully it does Discord some justice. He is an extremely hard character to write. Enjoy.
Note: The dish Discord offered Gloom was a minor reference to Phineas and Ferb. It was one of my favorite series and I'm sad that it ended.

Phobetor

"I think everyponys fine, at least physically, you saved us," Twilight said, "How did you know to come?"

"Celestia sent me this." Discord held up Twilight's letter, "I'm so happy you're all alive!" Discord scooped all the ponies up in a hug, "For a second I thought I'd lost the only friends I've ever had. I'm sorry I didn't come sooner. Normally my magic senses would be all over this but Gloomy clouds most types of clairvoyance with his very presence. He's always been a strange one, really hard to get rid of too."

"Fluttershy," Rainbow said in a subdued tone, "I'm so sorry about the time I almost traded you for a book, and Twilight, I'm sorry for being a jerk to you."

"Oh Rainbow, that thing had you the longest. You have to let go of what it told you. I already forgave you for your mistake and put it behind me, it's what friends do. Besides, I'm not perfect either," Fluttershy hugged Rainbow and comforted her.

"Neither am I," Rarity added, looking down at the ground.

"Nope," Applejack replied, taking her hat off.

"No," Spike said softly.

"We all know I'm not," Sunset said with sadness and regret in her eyes.

"None of us are, but that's the magic of friendship, we love and support each other despite our flaws. Each of us makes the others better ponies. After all, it's thanks to all of you that I became a princess," Twilight said.

"Imperfect-comfort-victory party!" Pinkie yelled.

"You might want to wait on that, look," Discord pointed to Ponyville in the distance. Gloom's smog still hung over the town, tendrils of shadow encircling it, "Gloomy's magic still holds your town, that means that he's still out there somewhere."

"But we saw you destroy him," Spike said.

"Well, it was Twilight's magic I used. By the way I think Twilight has a secret or two you might want to ask about. Anyway there are a few magical ways to survive destruction of the body and Gloom knows at least one or two of them. That's not the most troubling part though, Gloom would have to be drawing power from more than one town or city to do the things he did as I fought him."

"Those ponies are suffering down there! Maybe we can fix it with friendship," Rarity suggested. The six bearers of harmony concentrated, trying to summon the rainbow, but instead dark energy pulsed from them and they fell to their knees in pain.

"Ow, something's wrong," Twilight said.

"That monster said that he had severed our connection to harmony, I didn't think that was possible," Sunset answered.

"Discord! Can you restore it?" Fluttershy asked. Discord snapped his fingers and they tried again, only to fail. "No good, okay can you heal Ponyville like you did us?" Again Discord snapped his fingers but the town remained covered in dark magic.

"I'm afraid not, you were all only under Gloomy's power for a few minutes, the town has probably been like that for at least an hour. Misery becomes worse the longer it's in control. Also I have trouble removing specific spells, chaos is very general and random. That curse Gloomy put on you is one of the most precise and intricate things I've ever seen," Discord explained, "Twilight, I don't suppose you can control that crazy power you have?"

"No, I can't." Twilight then explained to all her friends about the suppression spell and her adaptive magic.

"You've had that much magic all this time? Why didn't you use it on Tirek or Chysalis or Discord, no offense." Spike asked.

"None taken."

"First, I have never had full control over it, I can only tap into a set amount safely. I was always afraid I'd lose control and my magic would hurt somepony, like it nearly hurt all of you. Second, it wasn't as powerful early on, the magic exponentially gains strength whenever I'm exposed to new or stronger magic, which has been often since I met all of you. Even against Tirek it was only a fraction of what it is now, the princesses magic and the rainbow made it nearly infinite."

"She's right, I only redirected enough to relieve the surge and that felt like eating the sun. She's got way more locked in her," Discord said.

"Okay we have no idea what to do or where to go. We need a plan, anypony got anything?" Sunset asked.

"Well Discord seems to know what we're up against. How do you know that monster anyway?" Rainbow demanded, suspicion suddenly in her eyes.

"Oh it's a long story and it would take forever to tell, allowing Gloomy to gain a lot of power. However, I am the master of chaos, so I'll just beam it all right into your heads instantly using my phenomenal cosmic powers. Gather round and prepare to watch my memories unfold before your very eyes."

The ponies and dragon gathered around Discord. Discord then proceeded to tap each one on the head with his claw,much like he did with Fluttershy when he hypnotized her in the maze, only this time he was gentler. The group just stood there for several seconds.

"Nothings happening" Twilight said.

"Wait for it," Discord said.

"Are you s-" Twilight was interrupted as her and all her friend's eyes suddenly glowed bright white as their vision into the past began.

Meanwhile, Gloom continued his work in the Crystal Empire. He is almost done, he doesn't even need Shining anymore. Shining and Cadance were neck deep in dark crystals in a corner of the room, unconscious. The heart has ceased to resist and now absorbs Gloom's tainted essence eagerly of it's own accord. The heart has changed into a thing of darkness, now consuming light instead of emitting it. It's surface was entirely black and no longer shiny. As the heart continues to suck in more shadows, Gloom searches the Empire. Where is it? My old spell should still be here, the structure and runes were set up, it only needed a power source, which the heart provides. But instead there's nothing. Wait a minute, of course! The fool unicorn king! What was his name? Somber... Samba... Sombra! Yes that was it! He must have discovered the remains of my spell and activated it prematurely. The memories say that the empire was banished for a thousand years. There's no way he did that on his own,yes he must have used the spell I set up. It was incomplete, it needed the heart and my mind to guide it. Mere banishment, if only they knew what it's true purpose is. If the spell was spent then that means I must remake it all over again. That will set me back several hours, maybe even a day. Damn them to the abyss! I can't risk another fight with those ponies and Discord, this is my last body and my consciousness is already frail from the destruction of 2 bodies, I can't split again so soon. No, they will find me and stop me like last time. I need a distraction, but what?

Gloom began to weave a spell as he thought. Dark mist swirled through the air and condensed into a swirling cloud above the city. Gloom began muttering incantations and made complex gestures. Arcane symbols began to appear in seemingly random places around the empire, each symbol would blaze with blue fire for a few seconds then fade away, leaving no trace. It was as if Gloom's magic was bonding to the land itself. I'm spread so thin. I need help, but where would that help come from? As if in answer, Gloom sensed something touching the framework of his spell. It was almost imperceptible, a very small amount of negative energy was being siphoned away from all the ponies Gloom had enthralled, as if something was feeding off of Gloom's scraps, piggybacking on the misery he radiated. Gloom sent out his magical senses. He quickly found the source, the nightmares. Gloom's victims were put in a dreamlike trance, so they were still partially in the dreamworld. The intense emotional pain every pony was feeling had attracted countless nightmares. The wisps were swarming like locusts throughout the dreamscape. Weak, non-sentient, lesser spirits, but they had possibilities. An idea came to Gloom's mind. Momentarily stopping his preparations, Gloom started a new spell. He drew from the power he had stolen from Luna, power over dreams. A small tear appeared in spacetime, a portal to the dreamworld. Through it the nightmares poured, formless, immaterial shadows that swarmed about in a frenzy. Gloom seized the swarm with his power and drew them into his own rivers of ooze that flowed through the empire. The ooze provided a housing. Blobs of liquid shadow rose up out of the rivers, each one housing hundreds of nightmares. Together, each group of nightmares were enough to form a simple consciousness. The blobs congealed into vaguely pony shapes, like a silhouette, then began to rampage through the empire.

"Oneiroi!" Gloom's voice roared. The nightmares stopped on hearing their ancient name. Since they used Gloom's essence for bodies, the simple creatures were bound to him. They also instinctively feared the greater spirit. "To Canterlot, feed your hunger! Make noise! Destroy these!" Gloom sent images of the seven ponies, Spike, and Discord into the nightmares' small minds. The host of shadow ponies moved to obey, flowing out of the empire and towards Canterlot like a tide of horror. "That should keep them occupied," Gloom muttered as he returned to his work.

Author's Note

Phobetor is the Greek god of nightmares and Oneiroi is the word for dreams.

Origin

Twilight blinked as the blinding flash faded. She and all of her friends floated in a great nothingness. Each of the ponies and dragon were translucent, like ghosts. Discord's voice echoed from nowhere. "In order to understand what Gloomy is, you need to understand what I am. Technically we are the same type of being. Feel free to help yourself to popcorn and drinks during your 3D movie experience." Bags of popcorn and cups of apple juice appeared next to each of the surprised audience members. "I am a spirit, a being of pure magic given form and life. Unlike ponies, dragons, and other creatures, spirits are not born, we are made. Either by design or by chance we are shaped out of raw magic. This magic is usually natural, as naturally occurring magic is by far the strongest. You've encountered things like that before. Remember the mirror pool? The crystal heart is perhaps the strongest example of such magic. These are natural magics that formed and sustained themselves on their own, but never quite became alive. Every so often, when things are just right, the magic grants life. I don't remember when I awakened, but it was a very long time ago, long enough to make a thousand years look like that." A snapping noise came from all directions. A whole landscape appeared before them, it looked like Equestria, but there were no towns or cities, or even structures. Ponies grazed together in herds, the Sun and Moon moved on their own without magic to guide them.

"I was alive, but I had no identity, no consciousness. There were others like me, formless, shapeless, simple. We watched your ancestors with curiosity. Over time, your forerunners used tools, built shelters, worked magic." The landscape changed, huts appeared, then villages, then towns. "You ponies are the most magically gifted species I've ever seen, even the dragons can't match you. No offense Spike."

"None taken."

"Unicorns can directly manipulate magic, but pegasi and earth ponies have magical gifts of their own. Pegasi use a kind of inherent magic to enhance their flight and control weather and earth ponies channel magic through their bodies for great strength and their connection to land itself. Another manifestation of that magic is your cutie marks. To have your own special talent, your own place in the world is something other species dream of and covet. The spirits are no different, we wanted definition, complexity, and from ponies, we learned how to get it. Twilight, what is magic?" Twilight was surprised at the sudden question, but answered Discord like a true academic.

"Energy directed to perform a task through supernatural means."

"Good. What directs it?"

"Magic can be directed by thought, gestures, rituals, a mix of the right ingredients, or words."

"No, you're approaching it like an experienced mage. Think purer, more primal, more dangerous, more chaotic. Where do the magic surges of fillies come from?" Twilight paused, trying to think of an answer.

"Emotion," Sunset said.

"Good, and don't worry Twilight, this is not for a grade. Whenever the ponies feel strong emotions, good or bad, they unconsciously release magic colored by these emotions. This magic is imperceptible and usually fades into the background energy of the world, but spirits learned how to catch this magic and add it to themselves. The more magic was absorbed the stronger and more complex the spirit would become. Different spirits developed different 'tastes' and preferred some emotions over others. Some fed on only one emotion, some had a variety. We would eventually become an embodiment of the emotion or concept we fed on. Once that happened we could no longer change our true nature so easily. I was one of the first to achieve true consciousness. I feasted on the disharmony between ponies, your wild emotions, your disorder, your chaos. I believed that chaos was the true way of things, cause chaos is change, the universe itself is chaos. Chaos also proved to be among the most powerful of concepts, I gained the power I have today. I chose a form that reflected my ideals, a mix of everything thrown together into a glorious mess. Another spirit, the one you know as Harmony, chose to be the tree you know today. She wished to exist as one with the world without disturbing the delicate balance. Harmony was born from your positive emotions, your friendship, your love. She grew to be the most powerful spirit of all, yet she doesn't use that power for herself. She was inspired by the good in ponies and only uses her power for the good of all. She actually shares her magic with you ponies, I get the impression that she sees you as her children."

As Discord spoke events played out in the memory around them. Discord caused mischief across the land and Harmony's magic protected it. "This was long before I directly tried to conquer Equestria. Most of my work was minor back then. I usually just watched as you ponies caused your own chaos. Harmony and I existed in, well... harmony. I didn't realize why she tolerated me til much later. Turns out chaos itself is a part of harmony, you need chaos otherwise there is no change. Long as my actions weren't too big I didn't disrupt the balance. However, back then there was another spirit, a very strong one. You ponies called him many names over the eons: Apophis, Tchernabog, Ahriman, Erebus, the Bogeypony, and the Pony of Shadows to name a few."

"Hold on a minute, I thought the pony of shadows came from Nightmare Moon?" Applejack asked.

"The name was attributed to Nightmare Moon in the past millennium. A lot of these names were attributed to various monsters, mythologies, and stuff over time, but this thing was the original."

"I read about this in a book on ancient equine religions. The book said that Erebus was a devil figure in the legends of the original pony tribes. The stories themselves were lost to time. I didn't think it was ever real," Twilight said.

"Erebus drew power from your darker side. He reveled in your greed, your rage, your fear, your pain, your sorrow, and your hate. Bathing in such things made Erebus evil incarnate. He became quite powerful, but he wanted more. It was then that Erebus did something that no other spirit had done before. Instead of simply feeding off your natural emotions, Erebus started inspiring, provoking, and even forcing the emotions he wanted out of ponies. Erebus began tempting ponies to do wrong, he corrupted them with false promises and petty treasures. Ponies under his sway would steal, lie, cheat, hurt, and even kill for personal gain. As more and more ponies fell to darkness Erebus became so powerful that he could simply tear the power he needed out of ponies or anything else that had even a spark of usable energy."

A shadow fell across the land, ponies who once lived together in harmony were at each other's throats. Hate and conflict raged across ancient Equestria as wars ravaged the world. The land itself seemed to sicken and lose its color and life. A tear fell from Twilight's eye as she watched, even though it was just a memory, she could feel the magic of the world dying.

"The ponies that were still good realized what was happening and attempted to use their magic to banish Erebus and all who served him from the land. Harmony lent her magic to these virtuous ponies. The spirits themselves began to choose sides. Those that joined harmony wanted to protect the ponies and feared Erebus would drain the magic and life from the world. The servants of Erebus, ponies, animals, and spirits alike, feared what would happen if Erebus lost, then they would lose the power he gave them and face justice for their deeds."

A great battle raged across Equestria. Armies of ponies clashed in the land and sky. Animals, monsters, and dragons fought each other in a terrible chaos. Spirits unleashed their power. The bearers of harmony, Sunset, and Spike watched the memories unfold from high above in the sky.

"I didn't take part in the action. I honestly didn't care who won, as long as the war went on as long as possible. It was glorious chaos."

The landscape seemed to fast forward as days, months, and years went by in an instant. Finally the scene settled on a mountain. Twilight recognized it as Mount Canterlot, but the mountain was bare, no cities were built upon it. Around the base and in the sky above the mountain a great battle raged. The battle seemed to be nearing its end as one side surrounded the other and forced their army against the slope of the mountain. Twilight exhaled in relief as she noticed that the victorious side was waving banners depicting the Tree of Harmony.

"In the end, the mortal servants of Erebus failed and were forced to surrender to Harmony. She always did have a way of inspiring you ponies. She didn't even rule over you like Erebus did over his followers, she was content to simply be a symbol and asked nothing in return. The ponies that fought for her fought for their freedom. But Erebus was not done."

From the mountain's peak a great surge of magic shot into the sky and all at once the Sun vanished. It did not fade or set, it simply wasn't there anymore. The Moon hung alone in the sky, then it too vanished. One by one all the stars winked out until the sky was a great dark void.

"Erebus literally stole the sky, don't ask me how. It was a display of power, he demanded that all bow before him or they would never see the Sun, the Moon, or the stars again. Erebus would rather see the world freeze in the void than lose his power. But Harmony had an answer, she gave the ponies pieces of herself, the elements. They were created over thousands of years from the magic of friendship within the ponies. The heavens were restored, although now they no longer moved on their own, they needed magic to move. Whatever dark magics Erebus used likely caused permanent damage to reality."

A great rainbow of light shot from the armies of harmony up into the sky the celestial bodies returned. A solitary equine figure rose off the mountaintop and hovered in the air above it. They were too far away to make out details but there was something off about it, something that made every instinct scream to get as far away from it as possible. A flash of red light erupted from the figure and struck the mountain. The whole mountain shook and rumbled as the armies of harmony scrambled to escape. The peak suddenly exploded in a huge volcanic eruption. A deadly pyroclastic cloud raced down the mountain towards the army. There was no way they could escape in time.

"Erebus was angry, none who defied him could survive."

A small group of six ponies stood their ground as the army fled. They were too far away for Twilight to see clearly, but Twilight had a good idea of what was about to happen. The rainbow shot from the six and forced the volcanic cloud back. The ash, lava, smoke, and heat were pushed back up the mountain all the way to the peak. The figure at the top, undoubtedly Erebus himself, began rapidly attacking the six unknown heroes. Dark purple, blood red, sickly green, and pitch black magic auras struck them in a dazzling display of dark magic, but the rainbow shielded them like it had shielded Twilight and her friends from Tirek. With alarm, Twilight realized that the shield was cracking in places as it withstood the barrage, she had always assumed harmony was invincible, was Erebus truly that strong? The cloud now whirled around Erebus as he frantically attacked with lightning and fire, somehow withstanding the deadly heat and choking ash. The rainbow created a great vortex flowing into the shattered peak and Erebus was sucked down along with all the ash and smoke, still wildly firing off magic. In a great flash of light the entire mountain was restored and the peak made whole again with Erebus trapped deep inside. The mountain quaked for a minute longer then went still. A great cheer rang out from the armies of harmony.

"And so Erebus was chained deep in the earth and there was peace in Equestria. The spirits, creatures, and ponies that served Erebus either fled, hid, or became the first inhabitants of Tartarus. Over time the ponies formed three tribes, earth, pegasus, and unicorn. The rest you likely know from the history books."

"So that's how Equestria was made!" Pinkie exclaimed.

"How do you know all this stuff and why tell us everything? You haven't told us anything about yourself until now," Twilight asked.

"I know because one of my powers is clairvoyance. I'm basically nigh omniscient. I can know anything I want if I know what I'm looking for, I'm willing to look, and no one is actively hiding it. How do you think I already knew so much about you when we first met? I was keeping track of all six of you from my stone prison from the moment you became the bearers of harmony. As for why I'm telling you, it's because for once I believe you will need all the info you can get. For a second I thought Gloomy killed all of you and I refuse to let it get that close again."

"But what does this have to do with Gloom?" Sunset asked.

"Everything, Erebus is Gloomy's creator and the original source of his power."

Author's Note

It will be some time before I can update again. A new quarter is starting and I got a lot going on. Enjoy.

Update: I saw the premier of Friendship Games, epic stuff, animation definitely improved, climax is beautiful.

Fear

With a snap they were at the gates of Canterlot. The city looked terrible, Gloom's magic covered every street in shadowy tar-like gunk and the agonized cries of ponies could be heard as tainted rain fell. The air itself smelled of sorrow, pain, and rot. Discord looked at his claw, puzzled.

"Odd, I wanted to drop us off at the palace, not all the way at the gate." Discord snapped again and his claw flashed with magic, but it quickly flickered and went out with an undignified farting noise. "Hmm, maybe my other claw?" Discord tried again but no luck, he even tried snapping his tail but got the same result. "Oh c'mon, I know my magic is fine, see?" Discord snapped his claw again and suddenly his thinking tree appeared, he sent it away with another snap.

"Wait, let me try something," Twilight said. Her horn glowed and she vanished in a purple flash, only to reappear exactly where she was. "I can't teleport anywhere past the gate!"

"That meanie pants monster must have put more meanie magic here than in Ponyville," Pinkie frowned.

"This looks like a job for awesomeness!" Rainbow said with a smile, "I'll just fly over to the palace really quick and see if Celestia's okay." Rainbow shot through the air with a burst of color and a sonic boom. The instant she flew over the wall, the clouds of dark magic whirled to intercept her. "Oh my GOSH!" Rainbow yelled as her path was suddenly blocked by huge, angry looking clouds that attempted to seize her. Rainbow pulled a hard 180 degree turn and a burst of speed to outrun the unexpected attack and arrive safely back to her friends. "Never-mind, looks like that monster made it a no-fly zone."

"Look's like we're hoofin it," Applejack stated. The 7 ponies, dragon, and chaos spirit entered Canterlot and started making their way through the cursed streets. The dark magic didn't seem to be as strong closer to the ground although some dark tendrils and clouds did attempt to seize the small group. Discord, Twilight, and Sunset were able to ward off the minor attacks with basic shield and ward spells. Overall, the shadow over Canterlot was more passive than the one over Ponyville, since it wasn't directly guided by Gloom. The band simply avoided the rivers of liquid shadow and moved where the black smog was thinnest.

"Hey Discord, why don't you fly to the palace? I'm sure you could make it through those clouds," Rainbow asked.

"Oh, this is embarrassing, I'm not actually a great flyer. My basic flight skills would never get me by those obstacles. I guess I could try to shield myself and power through, but chaos shields are more for quick blocks, not sustained barriers meant to last hours or even minutes. I can do an instant burst of supersonic speed for a second or two, but my control flies out the window and I'd rather not slam face first into a cloud of Gloomy's dark magic."

"Wow, that means I'm a better flyer than even Discord," Rainbow smiled.

"I never practice flying, why bother if I can usually just teleport everywhere," Discord rolled his eyes.

"Why do you call the creature that nickname?" Rarity asked.

"Cause it really irritates him and takes away from that whole wannabe ultimate evil thing he puts on."

As they made there way through the cursed streets a faint rumbling could be heard in the distance, getting louder and louder. The group turned in the direction of the noise coming from somewhere outside the city. At first they could see nothing, but then on the horizon and shadow seemed to rise and advance towards Canterlot at alarming speed. The ponies expressions turned from puzzlement to surprise to horror while Discord's face became very grave. As the shadow grew closer it was revealed to be a huge army of phantom ponies charging at full sprint towards the city gate. The ponies were literally made of shadows and had no features besides their silhouettes and all were screaming madly as they stormed the city gate. They ran as if possessed, their legs not galloping as ponies do, but jerking and twitching in a spastic skittering motion. They climbed over walls and up buildings with disturbing similarities to insects.

"What in the hay are those!" Applejack yelled.

"Zombie ponies? Shadow ponies? Possessed ponies? Super changelings?" Pinkie started guessing.

"Nightmares," Rarity said, her voice barely audible, "I'd recognize them anywhere after..." Rarity winced as did her friends as they recalled her brief reign as Nightmare Queen.

"What horror has Gloomy unleashed? Run! Run!" Discord yelled. The group fled towards the palace as the horde of shadow ponies reached the gate. The horde quickly gained on the band of heroes as they frantically tried to escape. Discord stopped and spun around to face the oncoming shadows. "Keep going! I'll distract them." Fluttershy paused for an instant, not sure whether to leave Discord. "I'll be fine, these shadows got nothing on chaos," Discord spoke softly to her but there was a wicked gleam in his eyes and a crazed smile on his face as he stood before the oncoming nightmares. Fluttershy nodded and galloped away. A pogo stick materialized under Discord and he bounced straight into the crowd of enemies. "Hey you mindless mooks!" The horde stopped and surrounded Discord, hissing, snarling, and wailing, but seemingly hesitant to actually attack him. One very brave or very stupid nightmare tried to bite Discord from behind. Discord scooped it up with his tail and examined it. "Ah! So you are golems made from Gloomy's magic and granted consciousness through possession. Wonderful, that means you aren't really alive, so I can take the chaos up to 11! It's so rare that I get to cut loose nowadays, Flutters would never forgive me if I did permanent damage to anything, but we can all keep this between us right?" Discord's eyes had a mad gleam. Some of the nightmares started backing away, a few others tried to circle around Discord to chase after the ponies. Discord snapped his claw and a wall of peanut brittle appeared blocking the nightmares' path. "No," Discord stated, his voice completely flat and devoid of the usual playfulness, which somehow made it even scarier. The nightmares were caught between their instinctive fears of two different greater spirits. They froze, not sure what to do. Then Gloom's irresistible command repeated itself in their rudimentary minds. Spurred to the point of frenzy, hundreds of them leaped at Discord with wild abandon.

A few blocks away the ponies charged through the streets. Fluttershy kept looking back.

"Do you think Discord will be alright?" she asked her companions. Suddenly a massive cacophony erupted from the direction they had left Discord in. It didn't even sound like anything, just noise. Looking back the ponies saw what could only be described as a tear in reality, but that was a poor attempt to describe the indescribable. Space and time warped defying all logic in a sort of bubble of chaos that could drive one mad if they peered too deeply. Discord's laughter could be heard along with the shrieks of the nightmares. The sight was truly fearsome, but the ponies couldn't look away simply because their minds were trying to process what they were seeing. The only reason they didn't stare, transfixed was because they also noticed still more nightmares entering Canterlot from the western gate on the other side and heading in their direction.

"I think he's got this, we better move before more of those things catch up with us," Twilight finally said. They raced towards the palace as the nightmares gave chase. The rushed through the courtyard and into the main hall. Twilight seized the large doors and slammed them shut with her magic, she then barred them with the strongest warding spell she could cast quickly. The nightmares slammed into the door and it creaked and groaned under the force of their bodies, but it held.

Outside the nightmares battered the door in a frenzy, unable to reach their targets. A single shadow pony stood apart from the others, staring at the sealed door. This is not a nightmare, despite sharing their appearance and binding to Gloom; it is far worse. It is said that the dreamworld is impossibly vast, the part that is visited by ponies as they sleep is merely the surface. Beings such as Luna can probe deeper but are still limited to the part nearest to the real world. The deepest parts of the dreamscape are not the figments of ponies imaginations, but they are another plane of existence entirely, one that all worlds are simultaneously connected to and barred from. There are things that live in the dark, things that want out. Unbeknownst to Gloom, when he momentarily weakened the barrier between worlds to let the nightmares through, he also allowed something else to slip through. Seizing the opportunity, the thing entered one of the bodies Gloom made for the nightmares and pretended to be one. Gloom's command to all the nightmares was easy for it to shake off, its mind was its own. It was weak, restricted by the body it was in, it needed more or it would soon die like a fish out of water. As it moved among the swarm of nightmares, it searched with its mind for a suitable host. Discord was too powerful and worse would recognize the thing for what it was, the 7 ponies and dragon were tempting but risky especially since they were in a group. The ponies scattered throughout Canterlot were weak and under Gloom's control, trying to seize any of them would attract Gloom's attention and expose the thing's mind to Gloom, not worth the risk. This thing was a predator and knew to avoid the claims of another predator. However, there was one other consciousness in the palace that was free of Gloom, but at the same time too weak to fight back. The thing left the crowd of nightmares and trotted around the palace, looking for another entrance. It found one near the back end, a destroyed balcony that had been overlooking a garden. It was easy to scale the wall and enter Celestia's chambers and even easier to follow the trail to where Gloom had stored the fallen princess.

Celestia had freed herself from the pool of shadow that had been her prison. It had taken tremendous effort and will, but she at last was free. Not that it mattered, she mused. She couldn't summon the strength to stand, and had only been able to drag her crippled body a few meters away from the pool. She only had a tiny spark of magic left, not enough to do anything with. Celestia sighed in defeat, once again it was up to the bearers of harmony to pull her flank out of the fire, once again she had failed in her duty, but it was pointless to despair over that which she could not affect. Perhaps if she simply lay there and focused on recovering her strength she would eventually be able to be of some use. Celestia began meditating, gathering and building her magic, it was working, but agonizingly slowly. Her thoughts were interrupted as she felt a presence enter the room. Her eyes snapped open and she saw what looked like a pony made of shadows. At first she thought Gloom had come back for her, but as the thing neared it was apparent that it was not Gloom, although it was made of similar magic.

"Great! So what are you now? Come for my power or knowledge? Well you are little late, I was just bested by one usurper and unless you're here to simply kill me I have nothing left for you to take. So kill me, help me, or just sit there and stare, I honestly don't care anymore."

The thing didn't answer, it slowly walked up to Celestia and leaned close to her face, never once blinking as it stared at her.

"Don't bother with mind magic, I know how to guard my thoughts and I've been doing it for a thousand years."

But the thing didn't touch her mind, instead it reached down and grabbed her muzzle. Celestia found her mouth instantly pried open and the thing started trying to enter. Celestia tried to scream but her mouth was plugged by the thing's hoof. It started compressing itself, contorting its body to fit more of itself into Celestia's mouth and down her throat. The thing was now completely inside her and had slithered down her throat. She contorted and twitched in a terrible seizure and unimaginable pain, then all at once the pain ceased. Celestia was so relieved that the pain had gone that she tried to sigh in relief, only to find that her lungs didn't exhale and her mouth did not open. She then felt herself stand up and the pain of her injuries ripped through her. She started walking, her body ignoring the pain, unable to even make a sound. It felt as if her body was a puppet, she walked like one too, in jerking, clumsy motions. She still felt every movement but could only watch as though it were through somepony else's eyes. She felt the thing try to cast a spell with her magic, then her body staggered as the spell failed. Her possessor then cast the spell with its own magic, healing some of her injuries. The thing had left her mind alone as it hijacked her nervous system and motor functions so she had no contact or communication with this mysterious creature. She could feel it moving inside her body, just under her skin, if she could move of her own accord she would shudder and probably vomit. The only indication of her sorry state other than her unnatural movements was that she had broken out in a cold sweat and her eyes were frozen in a look of pure fear.

Author's Note

Finally finished this, whatcha think?

Exorcism

The first thing the ponies noticed once they had gotten their bearings in the entrance hall was the numerous bodies of royal guards strewn about haphazardly. All were fully at Gloom's mercy, their wills broken and reduced to incoherent muttering as they stared into space. The band of friends walked down the hall to the throne room, searching for any sign of Celestia or Luna. They didn't have to search long. Luna lay where Gloom struck her down, in the center of the throne room in a puddle of black ooze.

"Luna!" Twilight yelled as they quickly gathered around the fallen princess.

"Oh no! She's just like every other pony. We're too late." There were tears in Fluttershy's eyes as she spoke.

"Maybe not, I know that Gloom uses mind magic to do this. It's a long shot, but maybe I can use mind magic to free her," Sunset stepped close to Luna and stared into her eyes. "Everypony stand back, I have no idea what will happen." Sunset entered Luna's mind, and immediately encountered resistance in the form of a wall of shadow. Luna stirred in her trance as Sunset started trying to break through.

Gloom sensed a disturbance as somepony tried to steal his prey. Even in the midst of his grand spell Gloom refused to release his most powerful prisoner. Gloom's eyes glowed as he shoved Sunset's mind back.

Sunset gave a yelp as she suddenly fell back from Luna, feeling as if she was punched.

"Any luck?" Ranibow asked. Sunset shook her head sadly.

"Gloom's will is too strong, I'm nowhere near good enough to free her."

"What about all of us? Is there a way we can help? At the very least Twilight and I can lend our magic," Rarity suggested.

"Mind magic doesn't work that way. It's not a matter of raw power, it's strength of will. You would all need to enter Luna's mind with me and stuff like that took me weeks of practice before I got it right."

"Beg pardon Sunset, but who did you practice on?" Applejack looked a little nervous at the implication that Sunset had entered minds before.

"Just mice and rodents around the castle... oh and don't worry, I didn't do any damage, just in and out to see if I could," Sunset hastily explained when Fluttershy gave her a horrified look.

"It's worth a try, we can't leave Luna like this and we really need her help. I'm a fast learner and Fluttershy has the strongest will I've ever seen," Twilight stepped forward next to Sunset.

"Oh, I'm no stronger than anypony else, really," Fluttershy started to look scared.

"Now is not the time, the stare is proof of the strength of your mind. You can force your will upon others without even knowing what mind magic is. Come on, I won't let anything happen to you, trust me," Sunset gave a comforting smile. With hesitation, Fluttershy took position next to Twilight and Sunset. "Everypony else stand guard while we do this, I don't know how long it will take to free Luna or how deep we will have to go into her mind. Now, both of you clear your mind and quiet your thoughts. Tune out everything around you and focus on the sound of my voice. I order to enter the mind of another you must enter a sort of meditation and trance." A few moments passed as Twilight and Fluttershy focused. "Good, now focus on Luna, picture yourself walking toward her, reaching out to her, eye contact helps, stare into her eyes. Now, I'm going to cast a spell to help but for this to work you must use a little of your own magic. As you reach out to Luna add just a spark of magic into your efforts. Twilight channel a little magic into your horn and focus on Luna, just a little. Fluttershy imagine you are flying, use your pegasus magic and focus on Luna."

After a few minutes of intense concentration something gave. Twilight and Fluttershy found themselves floating in a great void. Sunset was with them and in front of them was a great wall of writhing darkness. A pale blue glow twinkled on the other side, undoubtedly Luna's mind.

"Now, focus on the wall, imagine it breaking, imagine getting to Luna. Push against it, no matter how hard it resists or how much it hurts." The three started fighting Gloom's power. As the duel of minds began the rest of the group stood around the 4 entranced ponies, watching for any signs of danger. The sound of hooves tapping the floor echoed from down the hall. As the ponies turned to look Celestia walked in, or rather, shambled in like a zombie.

"Princess Celestia! We're so glad to see you're alright! Luna is in a terrible state and we're trying to save her, please help!" Rarity said as she trotted over to the princess. Celestia simply stared at the ponies, her face blank and her eyes gazing into space. The thing possessing her surveyed the possible hosts before it, it would need to leave Celestia soon as it had misjudged how injured Celestia was. It was taking more magic to sustain her crippled body than it could extract from her. Its gaze lingered on 2 alicorns, sensing their magic, but Luna's was already being siphoned off by Gloom, the thing feared that it would be drained as well if it attempted to usurp Gloom's hold. Twilight, however, shined like a beacon in the thing's eyes, so much power packed into such a vulnerable pony. The thing began to advance towards the entranced princess.

Of all those present, Spike knew Celestia the best, she had practically raised him for the first couple years of his life after Twilight hatched him. He immediately knew something was wrong when Celestia ignored Rarity and began to shamble towards Twilight.

"Princess Celestia? Are you okay?" He stepped into Celestia's path before a voice suddenly screamed in his mind.

Spike run! Get away from me, this is my body but I'm not in control. Get away before it cuts off my telepat- Celestia's psychic voice was cut off as her possessor isolated her mind, but Spike got the message.

"Everypony get back, that's not Celestia! Somethings controlling her!" Spike yelled. The thing, with the element of surprise lost, dropped all appearances and screeched, rushing towards Twilight. Applejack reacted first, tackling Celestia in the legs and knocking her to the floor. Rainbow and Pinkie then piled onto the possessed princess, pinning her to ground. Celestia twisted out of their grip, shrieking like a banshee as she made a beeline for Twilight. Rarity fired a stunning blast into her side, knocking her across the hall. Celestia recovered and started climbing up the wall like a spider, bile leaking from her mouth as she snarled at the ponies. Rainbow slammed into her and they tumbled to the floor.

"Sorry princess if you felt that, and get out of her whatever you are!" Rainbow found it very hard to address a body shared by both victim and villain. Despite all the commotion Twilight, Fluttershy, and Sunset still sat in place, staring at Luna, oblivious to the outside world as they sought to free their friend.

In the mindscape, the three ponies pushed as hard as they could against Gloom's power, slowly it started to give as they inched closer to Luna's consciousness.

NO! Gloom's voice roared at them as the dark pushed back.

"Keep going, you're both doing great, we've almost reached her!" Sunset called words of encouragement to Twilight and Fluttershy as they struggled. Gloom's magic began to fail, he couldn't fight the ponies and continue building his masterpiece around the crystal heart, Luna was too far away for him to maintain his grip. With a snarl, Gloom gave up and redirected his efforts to the heart. The wall of darkness gave completely and the three ponies broke through. Twilight gasped as she was thrown back into the physical world, and right into a battle between her best friends and her mentor, Princess Celestia.

"What the?! What the hay are you doing!?" Twilight yelled in shock.

"Oh don't worry Twilight, Princess Celestia is possessed by some evil force, so we're gonna hold her down and say 'The Power of Harmony compels you' until she's okay," Pinkie said. Twilight stared as she processed it.

"What!?"

"Your friend speaks the truth, I recognize the shadow tainting my sister's aura,"a weak voice said from behind Twilight. She spun around to see Luna, awake at last. The moon princess struggled to stand as she shook off the last of Gloom's influence. "I am in you debt once again Princess Sparkle, now help me free Celestia." Together with Twilight, Rarity, and Sunset, Luna held Celestia down with their magic. Celestia screamed and snarled as she flailed helplessly in the telekinetic grips of the 4 magic users. Luna walked over and leaned in close to her sister, examining her face. "This is grave indeed, somehow a night terror has seized control of my sister."

"What's a night terror?" Rainbow asked.

"A dream demon, much worse than the simple nightmares. Terrors are from the dark beyond that creeps at the far reaches of the dream world, they are very rare, in all my years I have only encountered a handful. It takes very powerful dark magic to allow one into our world and even then they need a physical body. It seems that this one slipped through in the wake of the Gloom creature. I've dealt with them in the dream world before, but I have never seen one fully possess a living pony. I don't know if I can banish it without harming Celestia. Can you use the power of harmony? Such cleansing energy could easily remove the parasite." In answer to Luna's question, Twilight shook her head.

"Gloom did something to us, we can't feel the magic of friendship anymore."

"Are you sure? I can still feel its light within each of you, its very weak, but still there. I once bore 3 of the elements and you cleansed me with their power, if your connection was truly severed I would know. In fact, the rainbow shines brightly in...you?" Luna turned with some confusion to Sunset. "Who is this?"

"I'm Sunset Shimmer, I was once Celestia's student and I became friends with Twilight in the human world."

"Ah, I see, you are the one who tried to steal Twilight's crown. I have seen the letters Twilight writes to my sister, there is no doubt, your connection to harmony is just as strong as the others. What that means I do not know, but perhaps this is what we need. Did the monster put the same enchantment on you that it did on the 6?"

"Now that I think of it, no. Discord saved us before Gloom could even figure out who I was."

"Good, then through you the connection is maintained and can be restored to the others. There isn't much time, the more dark magic builds in Equestria the greater the chance more unwanted visitors will enter our world, and I can feel the Gloom's power growing somewhere far away. Without me or my sister, it no longer wields the power of the sky, but I doubt that will matter with all the magic I feel building to the North. Sunset, I'm sorry to ask so much of you, but you will have to channel harmony powerful enough to restore the other 6 bearers and then together you can free my sister and put an end to Gloom. The fate of Equestria is in your hooves Sunset Shimmer."

Author's Note

This one took awhile, life hasn't been great for me lately, had to deal with various issues but now it looks like the worst is over. I'm glad I was able to get back to this, I came very close to abandoning it.

Exorcism part II

They all sat silently around Celestia, the only noise was grunts and snarls coming from her, the Night Terror struggled in vain against its bonds. All the unicorns and alicorns present save Sunset held Celestia in their magic, keeping her motionless and powerless. Sunset sat closest to Celestia, a look of concentration on her face. Outside the shadow over the sky had cleared and the unholy rain had stopped, gone along with Gloom's hold on the heavens, but the cries of ponies under Gloom's torture still echoed in the night. The sound of Discord battling the endless horde of nightmares could be heard in the distance. Sunset continued to sit, meditating and focusing her magic.

"I can't," she said.

"Try," Luna replied calmly.

"But I don't know how, I only used the magic of friendship once and that was as a human and even then I didn't summon it on my own, I just rode along with the others."

"Perhaps we are going about this wrong, harmony is not like other magic, perhaps you need to feel what you felt the last time you summoned the rainbow. Twilight, you are princess of friendship, you know this better than any others."

"What?! But Luna, I have no idea! Every time we use friendship we are together and we feel the love and connection between us and it just happens, that's all I know," Twilight exclaimed with worry.

"But that might be all we need. As a princess, you need to be a leader and a teacher. Do your best to guide Sunset, do not doubt yourself Twilight. My sister always believed in you and so do I. Follow your instincts, and do what you feel is right." Luna gently pushed Twilight towards Sunset. Twilight took a deep breath and exhaled, remembering what Cadence taught her.

"Alright, friendship is the same no matter which world it is in. Sunset, what did you feel the last time you were immersed in that magic, when you helped me defeat the sirens?"

"Um, I remember feeling like the weight of my mistakes was finally lifted. I remembered how you and your human friends had forgiven me despite what I had done. How you loved me and helped me to become a better pony and a better person, how I cared about all of you. I saw the sirens hurting you and I couldn't just stand by." As Sunset spoke, she began to glow faintly.

"Good, now remember those feelings. Find the ties of friendship that bind us all and draw strength from them, like we did when we healed Luna, when I became a princess, when we stopped Tirek, when we healed you. It doesn't matter what Gloom did to us, you are still our friend, we are still friends, the magic is still within us. You just need to be the spark to bring it all out." As Twilight slowly walked around Sunset, speaking words of encouragement and inspiration, Sunset glowed brighter. Sunset didn't notice, her eyes were closed in concentration. "Now share that light within you Sunset, let it all out, I know you can, I believe in you."

"We love you darling," Rarity said.

"Even if we just met you, any friend of Twilight's is a friend of ours," Rainbow added.

"Yeah, and isn't it cool to be friends with 2 Pinkies!?" Pinkie cheered.

"Even if you weren't friends with Twilight or our human selves, we would still be your friend, we offer friendship freely to anypony who wants it," Fluttershy said softly.

"And that don't make it any less special, friendship is like a seed, if ya'll care about it, the more ya plant, the more ya grow," Applejack chimed in.

"Gotta admit, that's a pretty great deal," Spike added.

The glow spread to the other 6 ponies, changing colors rapidly as it gained a rainbow aura. The Night Terror began struggling harder and more frantically. A shadowy aura appeared around all of them except Sunset and momentarily blocked the light, but Sunset's glow dispersed it and the light fully connected with the ponies.

"Well done, the Gloom's magic is broken," Luna smiled. Sunset's eyes opened, shining a blinding white. The aura beamed like a beacon as the 7 ponies assumed their rainbow forms. The Night Terror screamed as a rainbow beam struck it. It thrashed and shrieked, convulsing and seizing. Celestia's mouth opened as a long stream of blackness spewed forth. The rainbow pulled it out of the fallen princess, the disgusting creature was making squeaking noises and squirming in the light. With a final pulse, the rainbow consumed the Terror and it vanished. As the rainbow faded, the seven ponies stood around Celestia, still in their rainbow forms. Celestia gasped for breath and began coughing uncontrollably. "Wait, something's wrong," Luna looked grave. The ponies recoiled in horror as Celestia began coughing up blood, the shimmer fading from her mane, and her white coat was turning a sickly gray. "Oh no, no no no, she can't be that hurt, she can't." Luna rushed to Celestia's side as her sister's hair began to lose it's color, turning from it's usual myriad of colors to gray.

"Wha? What's happening," Twilight asked.

"It seems that my sister is badly injured, that parasite might have been the only thing holding her together. Her magic is almost gone, whatever that Gloom creature did to her drained all her magic, and in addition to that she has massive internal damage and mortal wounds, she's dying."

"But-but, she gave me her magic, when Tirek attacked remember? She was fine!"

"Yes, but this time she has lost all her magic, including the spells that maintained her body."

"What?! What spells? Celestia doesn't need spells, he body was fine?! Wasn't it?" Twilight had tears in her eyes.

"Ponies, even alicorns such as we, do not live a thousand years without many sacrifices Twilight," a solitary tear fell down Luna's cheek.

"Wait, we can heal her! Girls, give it everything you got!" Twilight fired the rainbow at Celestia. The light enveloped her, but then faded, Celestia looked no better. "Again!" Once again the light failed. "Again, please!" Twilight sobbed as they again tried and failed to heal Celestia. "Why isn't it working!"

"Because the magic of Harmony can't forestall natural death, death is a part of life, and Harmony cannot undo the effects of time. Celestia's death was long overdue, these injuries simply canceled out her means of cheating it," Luna held Celestia in her forelegs, cradling her sister as Celestia slowly stopped coughing and began breathing heavily. Her body's movements slowed until they ceased, only her breathing remained, and that was weakening. Celestia whispered something in Luna's ear. "She wishes to speak to you, Twilight, and you Sunset, you too Spike."

"No! We can heal her! If Harmony won't do it I will, I know healing spells!" Twilight's horn glowed and she shot a spell at Celestia, but once again the light flickered and died.

"A valiant effort, but it is too severe. Twilight, it isn't just her injuries, without her magic the wear and tear of a thousand years is hitting her all at once. No healing can reverse that, now come and hear my sister's final words." Tears fell down the faces of all present as the three walked up to Celestia and Luna. Celestia looked like she was withering before their eyes, wrinkles sagged across her once pristine form. Her hooves were cracked and worn, her breathing ragged. Celestia's voice was a whisper, Luna cast a small spell to amplify it's volume enough to hear.

"I'm sorry," she said.

"Please Celestia, don't die," Twilight cried. A faint chuckle escaped Celestia's lips.

"Nothing will stop that now, I'm so tired Twilight. I've lived a thousand years and yet in the end I wish I had just a few more. Isn't that silly? I just wanted to see you grow into the princess I knew you could be. You were the daughter I never had Twilight, a pony far better than I. A thousand years of mistakes, but at least I did something right. You don't need me anymore Twilight, trust in yourself and I know you will bring friendship to all, like you did Sunset." Sunset cringed.

"Princess, I'm so-" Sunset tried to say.

"Do not apologize, it was my fault, I was blinded by my own pride, I didn't see what you were becoming. I love you just as much as I love Twilight, Sunset my faithful student, I loved you too much. I was so sure you would become a princess that I told you before you were ready. I didn't teach you how to earn it and when you were impatient, I scolded you like a child. I forgave you long ago Sunset, I hope you can forgive me."

"I do, Princess Celestia."

"Spike, my little dragon, my son," At these words the tears the baby dragon held back now flowed freely, "I remember when you were just a hatch-ling, a little miracle hatched by Twilight. Twilight was so young, she wasn't ready to care for another so I adopted you. I never did care for an infant before, my life was always consumed by governing the land, I never did get to start a family, but when I saw you I couldn't bear the thought of handing you over to the dragons. Orphaned dragons rarely survive in the dragonlands. None of the castle staff knew how to care for a dragon and many feared your teeth and fire. I took it upon myself, I had no idea what I was doing, heck, Twilight was better at quieting your cries than I was. You know you're terrible at mothering if a filly a thousand years younger than you knows how to rock an infant to sleep and you don't," Celestia chuckled weakly, "But my, look at how you've grown, a hero in your own right. Feels like only yesterday you were old enough to leave my care and assist Twilight. You are a dragon among ponies, yet you don't let that get to you. Spike, you are not like other dragons and you are not a pony, but that doesn't matter, you are you, you are Spike, never forget that."

"Mommy," Spike sobbed. A loud noise sounded and they all turned. Discord had thrown open the doors of the hall, behind him outside were countless puddles of ooze, the remains of the nightmares.

"What happened!? I sensed a big disturbance and saw the rainbo-" Discord stopped as he took in the scene before him. "No, there's no way, you're messing with me. TELL ME YOU'RE KIDDING!" He yelled as he teleported to Celestia's side.

"My old enemy turned friend. It's good to see you, to say goodbye," Celestia whispered.

"It's not goodbye, you'll be fine, you have to be fine. We just became friends, you can't just leave, not now, I can't lose one of the only friends I have. You're the closest thing I have to a friend my own age!" Discord was frantic and forlorn.

"Shhh, it's okay. Remember our friendship, those memories will stay with you, even if I can't."

"But, I can't talk to memories," Discord whispered uncharacteristically quiet.

"Lulu."

"Tia?"

"I know that I leave Equestria in good hooves, guide it well. Twilight and Cadence are still so young, they will be scared and overwhelmed, please be there for them. In my study the largest bookcase is filled with my diaries from the past thousand years, there is much knowledge there if you need it. I'm sorry to leave you so soon after we were reunited."

"The time we had was the most wonderful of my life sister."

"Mine too Lulu, mine...too...." Celestia exhaled and slowly went still. Those gathered round hung their heads. Applejack removed her hat and placed it over her chest. Luna closed Celestia's eyes with a hoof.

"NO!" Discord screamed as he rushed forward.

"What are you?!" Luna yelled as he shoved her aside.

"You selfish old nag! You think you can just leave us here? Huh?!" Discord brought his paw down on Celestia's chest, a flash of chaos magic exploding from his hand. The chaos magic entered Celestia's body and her legs jerked upward then fell back down. "You think you can just have your ponies teach me the magic of friendship?!" Again he shocked her body, "And then make friends with me?!" Again the paw came down and Celestia spasmed. Twilight started to move forward to stop Discord, but Sunset stopped her.

"Look," Sunset pointed to Celestia's body. With each shock, some of the damage to Celestia vanished, her coat regained its luster, her hair slowly regained its color.

"And then make me feel loved for the first time in my eons of life!" Discord's face was a snarl but he had tears in his eyes, "And after all that just LEAVE!" He brought both his claws crashing down on Celestia with a massive burst of chaotic magic and a clap of thunder. Celestia jerked off the ground and gasped, her eyes shooting open. The ponies cheered, their sadness instantly replaced with joy. Celestia was now very much alive as she gasped for breath, but Discord was so wrapped up in his fervor that he didn't notice. "AND THEN!"

"WAIT!" Luna yelled as she stopped Discord's arms from striking the now living Celestia.

"What?! Oh, hi Celestia." Discord said, quickly calming down.

"Augh! Wha-? *Cough*"

"Uh, sorry about the bruises. I just felt sad and angry and I wanted you to be alive again and I threw all my chaos at you."

"It figures that chaos would disregard the rules, even those of death. Although if you tried that a million more times I doubt you would succeed again since true chaos is entirely random. It seems that by some miracle of fate you have been given another chance sister," Luna smiled and walked forward.

"Celestia!" Twilight yelled joyfully as she and everyone else rushed forward to hug Celestia.

"Ow! Still sore, still very sore!" Celestia said as she winced, yet she still returned the group hug and smiled. As everyone cleared away from her Celestia turned to Luna, "Luna, I can't quite stand on my own yet, can you please carry me outside? If we can raise the sun I can draw upon it and regain some of my strength."

"Of course sister," Luna lifted Celestia with her magic and they slowly made their way outside. As they walked away, Luna called out to Twilight.

"Twilight, the danger has not yet passed, I fear that Gloom is planning something. While the creature held my mind I caught a glimpse of it's plans. He plans to do something to the Crystal Heart. I must tend to Celestia, but there is no time to waste, you all must go to the Crystal Empire and stop the fiend before he does any more damage." Suddenly Discord wiggled, much like he had when Twilight took in the power of the princesses to safeguard it from Tirek.

"Uh oh, he might have already done it," Discord said.

"Twitcha twitcha!" Pinkie said, "This is a doosey! Something big is happening!"

Immediately the 7 ponies took on their rainbow power forms and flew out of the hall, with Spike on Twilight's back and Discord floating after them. As they rose above Canterlot a roar could be heard coming from the North. A huge beam of black energy laced with white was shooting into the sky in the distance.

In the Crystal Empire, Gloom stood before the heart, Shining Armor and Cadence were both unconscious and tossed aside. The heart was erupting with dark power. Runes and glyphs spun around the entire crystal spire as Gloom's spell finally reached completion. Every symbol converged on the heart, spinning faster and faster in tighter and tighter circles until finally they all disappeared into the depths of the dark singularity. The dark heart stabilized and floated before Gloom as a perfect sphere of darkness. It almost looked like a hole in the air itself, no visible light could be seen. With a howl of triumph, Gloom seized the heart in his claws.

"At last, the final step. After so very long, I will finally have what I desire." Gloom whispered and then he swallowed the dark heart whole.

Author's Note

Summer is here, I can finally put more time into this. A couple of my family members recently had health scares and even though they pulled through thanks to some wonderful doctors and paramedics I was reminded of the mortality of my loved ones and my own mortality. Some of those feelings went into this chapter. I hope you enjoy the story as we are fast approaching the climax.

Doom

Gloom felt a sense of calm, despite the hurricane of dark magic raging around him and the energy exploding out of him. He didn't have to lift a claw, now that his spell had taken over, it would do all the work. He remembered all the unicorn mages he probed so long ago, all the years he spent formulating this ultimate dark spell. Ironic, considering that the result would be relatively simple, but the sheer size alone made it a work of art. First, the Crystal Heart would be his focus, it's unique properties critical to the spell. A pulse exploded from Gloom, coating every living thing in the Crystal Empire in Gloom's magic, the pulse then imploded back in on itself with a roar. It was a twisted parody of the Heart's normal functions, except as the wave washed over the helpless ponies a second time, it took them with it. The ponies all vanished into the shadows, visible only as tiny lights being pulled into Gloom. An entire city of ponies swallowed into the depths of the Heart. Gloom felt an immeasurable surge of power mixed with glorious pain. It was similar to his usual process of dominating ponies except many magnitudes more potent and efficient. No more mind magic, no more maintaining connections, all were now trapped in eternal misery within him. He only had one city now, his hold on Canterlot and Ponyville was failing with the destruction of his avatars and the distance to Tartarus was too great, but this way, he had gained greater power than he could have ever gained the old way.

Now for the second step, Gloom felt the massive well of darkness deep below the Earth. The same force that created the Umbra, the magic that Sombra tapped into. If only he knew that the Umbra was just the tip of an iceberg, a shadow of the terrible thing dreaming beneath the world, and now with this power, Gloom could finally reach deep enough to touch that darkness. He had felt it so many more times before, ever since that fateful day he swam in the shadows as a lowly windigo, but always it was out of reach, a thin but deceptively strong ribbon of rainbow light between the great dark and the surface. He longed to become a part of that dark, he needed it, to add its misery to his. With a focused spell, he pierced the ribbon of light with both magic and mind.

Miles away, the Tree of Harmony's glow dimmed, but the ribbon did not vanish, instead Gloom's effort opened a tear, through that tear a vast consciousness touched Gloom's. Gloom felt himself in a cold embrace, in his mind's eye he saw 3 lights advancing through the dark towards him. He could not look away, his trance paralyzing him, but he did not wish to. As they neared, Gloom realized that the lights were three eyes. A perverse joy sounded through his mind as he was lost in a glorious sea of misery, hatred, and malice.

The bearers of harmony, Spike, and Discord arrived at the Crystal Empire in seconds, the rainbow power granting them speed. The sight that greeted them was out of a nightmare. The light and color of the empire was gone, before their eyes ponies vanished as a wave of evil washed across the city. It the center, a maelstrom of dark magic whirled around the spire. As suddenly as it appeared, all the darkness imploded upon itself, converging underneath the spire. When it was over, there was only silence; the streets were empty, not a single soul was left in the empire. Gathering their courage, the band of friends flew to the spire. They landed in the square just outside the structure.

"I really have a bad feeling about this," Spike whispered in Twilight's ear. Twilight looked over at Discord, and what she saw terrified her. Discord almost never expressed fear, even after being bested by Tirek Discord was more sad than afraid, only once had she seen him scared and that was the moment they had petrified him. Now Discord looked like he was about to panic, sweat dripped from his face and he was shaking.

"I've never sensed something like this before, it feels so evil, so chaotic, even more chaotic than me, yet at the same time it is in perfect order. It's like an ink blot on the fabric of reality itself. What did Gloomy do? It doesn't even feel like Gloomy anymore!"

"That's because it isn't, at least, not completely," A voice said from the entrance to the spire. What stepped out was Gloom, but his appearance had changed drastically. The liquid that formed his hide had been replaced by opaque black crystal, and two large wings made of glittering darkness billowed from his back. A long horn protruded from his forehead, but unlike every other unicorn horn Twilight had ever seen it was not in the shape of a cone, instead it had sides and edges. It resembled a crystal pyramid stuck into Gloom's head. His eyes glowed not the usual blue, but a mix of crimson, bright green, dark purple, and icy blue flames burning in his eye sockets. His voice was different, no longer hoarse with sobbing, but clear and smooth. The echo to his voice was more pronounced, as if an entire legion of voices whispered behind his own. He had ceased to cry entirely, and actually wore an unsettling grin, showing razor-sharp teeth. "How do you like the new look? Very impressive isn't it? I've never been one for looks, but the aesthetic benefits of apotheosis can't be denied."

"Apotha-what?" Pinkie asked.

"Apotheosis, the elevation of somepony or someone to divine status, he is claiming godhood," Twilight quietly explained.

"Freedom never felt so wonderful. I'm sure you can appreciate freedom, can't you brother?" Gloom addressed Discord.

"I have freedom, friendship is not a prison Gloomy, or should I say Erebus?" Discord's eyes narrowed.

"Ah, I knew you would recognize me regardless of the face I wear or the mouth I speak through. Makes no difference, the labels ponies come up with have never mattered, call me what you will, it will not change the outcome of the game."

"Whoa, Gloom let Erebus possess him, that is beyond messed up," Rainbow whispered.

"You truly do care about these little animals, don't you Discord? What happened to that mighty master of chaos I knew all those centuries ago? It didn't take much convincing to pit you against them, for me or Tirek. I can give you one more chance, unlike Tirek I will not betray you, you know that I reward my allies well, you've seen it. As long as our sister exists we will always be shackled. You and I can work so well together, Harmony cannot overcome us both."

"No, never again. I'm sure that you do offer the freedom I crave Erebus, but with you I would be at worst a minion at best an ally. You can never give me friendship. You would see me as useful, valuable even, but to these ponies I am priceless. They care about me Erebus, despite everything I've done they still forgave and accepted me. They are the closest thing I have to a family. I was a fool to give that up once, I will not make that same mistake again," Discord replied. The ponies were touched by the sincerity of Discord's speech. Fluttershy and Twilight both had tears in her eyes.

"They will be dead in time, they are mortal. You have lived eons, you will blink and they will be gone." Erebus stated flatly. Discord chuckled, surprising the dark spirit.

"Oh Erebus, I'm the spirit of chaos, it is against my nature to think that far ahead. I live for the moment, and in this moment these are my friends. When the time comes I will deal with that, but until then I could care less about the future."

"Hmmmm, as you wish. And this must be the Starchild herself," Erebus turned to Twilight, "I have seen you, twinkling in my dark, you shine very brightly. You are a very important piece in a game beyond your understanding, the offer Discord refused applies to you too. I can teach you everything about magic, 10,000 years of knowledge can be yours. Haven't you ever tired of being a piece, a willing pawn of others? Don't you wish to play for yourself? I can even ensure that your friends will remain unharmed, you can all live forever at my side. Abandon that old, dead tree and serve me. I will appreciate you for what you are, not simply point you somewhere on a map."

"First of all, my name is Twilight Sparkle, not Starchild. Second, there is no way you could keep that promise since I have friends and family all over Equestria and beyond, I doubt you would spare all of them. Third, I could never live with myself if I helped you hurt anyone, be they pony or dragon or whatever, whether they are my friend or not. Fourth, all the knowledge and magic in the world is worthless if it is used for evil. And lastly, if I joined you I would be betraying my friends and everything I stand for as princess of friendship. So here is my counteroffer Gloom or Erebus or whatever you are. You will surrender every pony that you have taken, give up the Crystal Heart, and undo the damage you have done. We are not looking for a fight Erebus, but we will do whatever it takes to defend Equestria," Twilight was surprised at her own courage. Inwardly, she found this creature to be the most disturbing and terrifying thing she had ever encountered, yet despite her fear she spoke with resolve. Nothing could be allowed to threaten her friends, deity, spirit, or whatever.

"Twilight, such a fitting name. Twilight is the time of change between day and night, the mixture of dark and light, ending and beginning. You are an interesting paradox. You are smart and yet you know so little, you represent friendship and yet you only just discovered it, you are harmony and chaos intertwined, you learn and yet you teach," Erebus looked thoughtful, "Many have stood against me, whether they knew it or not. Harmony, Amore, Starswirl, Clover, Celestia, Meadowbrook, and so many more. They were all strong, but not unique, not like you. You have a dangerous talent Twilight, you are made better by others and in turn you better them. You have magic itself flowing in your veins Starchild, a spirit cloaked in mortal flesh. I can help you throw off the final chain, just help me kill that cursed tree and break my chain. If you insist on opposing me then you will lose, this body is charged with power beyond your imagine, your light cannot stop it," Erebus seemed to want Twilight even more than Discord.

"You have my answer Erebus. Girls, take him down." As Twilight finished speaking the rainbow power flared brightly around her friends. A massive rainbow arced towards Erebus. The blast struck him with a clap of thunder, but he didn't flinch. Instead of enveloping him, the rainbow reflected away from him in all directions, repelled by the crystal of his body. The rainbow broke up into its 7 colors and faded into sparkles and then nothing. The ponies could only stare in shock and horror as Erebus glared at them.

"Foolish," Erebus raised a claw and started to take a step forward. Twilight blinked and suddenly Erebus was right in front of her. There was not blur of movement or flash of a teleport, Erebus just instantly occupied a different space. The raised claw swung towards the 7 ponies and impacted the shield of rainbow light. Twilight saw Discord rush behind Erebus, but he was quickly kicked away with devastating force. Discord flew backward through the crystal spire, and smashed into a house. The shield cracked and flickered where the claw touched it, before quickly giving way. The rainbow magic violently failed and the ponies and dragon were hurled to the ground in a small explosion. Erebus landed in front of Twilight, he leaned down to get right in the stricken alicorn's face, "Very foolish."

The Ancients

"A poor choice Starchild, and now those you love will suffer for it."

Twilight was on the ground beside her friends, they immediately scrambled to stand, but were knocked back down and held by dark magic. Twilight couldn't move, all she could do was stare into the eyes of her attacker. If Gloom's stare was frightening, the gaze of Erebus was the stuff of nightmares. Twilight felt his mind gently touch her own, not attacking, but it was as if he wanted to examine her. Twilight still sensed Gloom's consciousness, it was difficult to describe, it reminded her of what she had felt from Celestia while she was enthralled by the Night Terror, one consciousness shoving another into a corner of the mindscape, but the relationship seemed more symbiotic than parasitic. Desperate, Twilight tried to attack, maybe she could sever Gloom's link to Erebus. But there didn't seem to be any barrier or link to sever, just a never-ending sea of darkness flowing into some great void. She couldn't tell where Gloom ended and Erebus began.

"A good try, but that is quite impossible, Gloom was never truly separate from me. Ever since he bathed in my pool he was linked to me, guided by me until he was finally a suitable vessel. I'll almost be sorry to be rid of this, but even the power you see before you is nothing compared to my original body," An image of something flashed briefly in Twilight's mind, whatever it was, Twilight only had the chance to make out 3 lights glowing in the dark, "I have spent every second since my imprisonment gathering power, drawing on whatever darkness I could find in the hearts of you ponies. I am no longer what I was the last time I faced your kind, the gods and demons you fear and worship are nothing to me, but Harmony's seal is unbreakable from the inside. It can be weakened as I have done, but it will never completely fail as long as that tree stands. Why do you protect her? My freedom is inevitable, even if you stop me I will keep trying if it takes me another 10,000 years."

"Because the Tree of Harmony protected us, protected ponykind so many times," Twilight responded, "If you win, you will be the end of this world Erebus, your hunger knows no bounds, what will you do when everything is gone? You have so much power, and yet you only want more. You'll never be happy that way, you'll always be empty and alone." At this Twilight felt a terrible rage explode in Erebus' mind and his face contorted into a gruesome display, but as quickly as it came, it was gone and Erebus was once again stone-faced.

"There will always be more to take Twilight," Erebus turned to Sunset and his eyes flared brightly as he read her mind, "And she is proof of that as I suspected. A whole other world exists for me to enter once this world is mine and where there is one there must be more. The universe is vast, plenty of lights to extinguish. But first, I will enjoy adding all of you to my collection." Erebus approached the ponies and in his chest the dark heart began beating.

"FOR EQUESTRIA!" a booming royal Canterlot voice echoed from above Erebus before an enormous blast of blue lightning crashed into the demon. Luna was hovering above Erebus in a suit of blue armor and charging her horn for another attack. Her attack failed to even mark him, although the ground around him was scorched.

"What did you think that would accomplish?" Erebus asked as his horn glowed and Luna was pulled from the sky and slammed into the ground with earth shattering force. Erebus was suddenly struck from behind by what looked like a fiery meteor. Twilight's eyes focused on the bright light and she realized that it was Celestia, healed and in full golden battle armor. She was also wreathed in solar flames. Erebus did not budge and swatted Celestia down. She leaped back to her hooves and attacked him again with a drop kick, which he caught with one claw. "What is wrong with you ponies? I defeated the magic of friendship, you think I can't beat y-"

"LEEEEEEEROY JENKINS!!" A cry sounded from above as an extremely large mallet crashed down on Erebus' head. A shock-wave erupted from the attack as many windows across the Empire shattered and the ground under Erebus cracked and split. Erebus flinched ever so slightly from the devastating blow. With a frown Erebus shattered the mallet with a punch and seized Discord. Discord was slammed mercilessly into the ground. "Ow, why do I yell things? GAH!" Discord's talking was cut short as Erebus stomped on his face. Before he could strike Discord again, the sisters renewed their attack. This time Celestia turned the ground under his claws to ice and Luna struck him with powerful telekinetic blow. Erebus wasn't damaged, but without friction he fell and slid. His grip on Twilight and her friends finally failed.

"Run my little ponies!" Celestia yelled as she and Luna pummeled Erebus with magical attacks. Discord joined in, pies materializing in his hands as he threw hundreds. Erebus shook off the attacks and started to walk towards them covered in a myriad of pie fillings. One more pie struck him in the face and he wiped it off.

"How dare you mock me! I am Ere- ah? AH! AHHHHHHH!!!!!!!!" Erebus let out a scream and clawed at his eyes, the pie filling was leaving burn marks on his face. The three renewed their attacks, doing everything they could to keep Erebus off balance.

"And Fluttershy said I'd never find a use for my ghost pepper pie. You should probably listen to Celestia, at this rate we won't last," Discord said before he rushed at Erebus. Boxing gloves appeared over Discord's claws and they glowed with the strange, plaid energy of chaos as he landed a flurry of jabs.

"No wait, we can help you, we can stop him together!" Twilight yelled as she turned to her friends. Then she realized that the 6 other ponies didn't look so good. They were all exhausted and could barely stand. The only ones standing were Spike, who was not part of the rainbow magic, and Twilight, a supernaturally tough alicorn. Even Twilight felt like she had just flown around the world. They were in no shape to keep fighting. But she couldn't leave Celestia, Luna, and Discord.

"Fear not for us, we will be fine, the demon will come for the tree of harmony and it will the take the full strength of your friendship to stop it. Retreat now Twilight Sparkle, run to fight another day!" Luna commanded. Twilight closed her eyes as tears trickled from them, but she nodded. Charging her magic and tapping into every bit of her strength she could safely access and then some, Twilight grabbed everypony she could in an extremely long distance teleport. She tried to get Discord and the princesses, but the strain was too much and it was more difficult to teleport larger and more powerful entities, she could barely hold onto her friends as it was. Instead the princesses and Discord realized what she was doing and added some of their ability to the spell, extending the distance. With a flash, Twilight found herself with Spike and her friends on the outskirts of Everfree. Celestia exhaled, they were safe. Discord was suddenly thrown to the ground at her hooves. He bounced to his feet and the three faced Erebus.

"We cannot win sister, but he shall not enjoy this victory," Luna said, her horn and eyes glowing with cold, blue magic. The moon shined brightly in the sky above as a blue glow surrounded her.

"Indeed, and thank you Luna, for everything," Celestia's horn and eyes also shown with a fiery aura as the Sun rose into the sky alongside the Moon. Flames licked at her but did not burn.

"Haha! Look alive kiddies! Let's make this memorable!" Discord had a mad grin on his face as chaotic magics swirled around him in a demented dance of light and dark. A large board with a nail in it appeared in his paw. Erebus snarled at them.

"You think you sacrifice for them? You think they are worthy of that? You are ancients, two cosmic alicorns and a primordial spirit. That is a lot to give up for a handful of mortal ponies and a whelp barely hatched." Black flames and anti light radiated from Erebus, enough to dim and dwarf the auras of his three opponents. The dark heart beat loudly, eager to snuff out the light. They were 3 tiny lights in a world of shadow, but as one, they charged into the dark. "What a waste." The dark welcomed them with open arms.

Author's Note

To clear up any confusion Erebus is not related to the old mlp villain Arabus.

Silence

Author's Note

I recommend listening to this as Erebus/Gloom rampages across Equestria, personally I think it sets the atmosphere. I did not create it nor did I post it to youtube, I simply found it. I'm not claiming anything I am just recommending to listen to it.

Silence

Twilight looked around at her friends as they shook off the disorientation from the long distance teleport.

"Celestia, Luna, Discord!?" She called, but there was no answer. A bright light shown in the sky and they all looked in wonder. Never before had the Sun and Moon shined so brightly. They hung side by side in the sky, flaring as their light pushed back the darkness. SNAP SNAP SNAP! The sound of loud frantic snapping echoed across Equestria, it was the sound of Discord snapping his claws only a thousand times louder and coming from all directions. All of them felt the massive energy generated in the North, where the Crystal Empire was. It was like electricity in the very air.

"Is that them? The princesses and Discord?" Rarity asked, her eyes wide as her horn tingled.

"Holy smokes, alright princesses! If we can feel that from all the way over here they must be really strong. Maybe they'll beat Erebus!" Rainbow explained hopefully.

"Don't be so sure, do you feel the 4th energy?" Sunset looked shaken. Then they felt it, the power of Erebus drowned out all the others. It was like a cold wind biting to the very bone. The Sun and Moon dimmed and faded, the snapping stopped. After a moment, the celestial bodies hung motionless in the heavens, the Moon was barely visible as a dark rock. The Sun was a dim orange color, like a dying ember. There was no snapping, only silence, and still Erebus unleashed his might.

"Whoa, does everyone else feel that?" Twilight said, her horn almost vibrating as it reacted to Erebus' magic from a distance.

"Feel that? I think I can taste that!" Pinkie was twitching and vibrating all over, "Ewwww, dark magic tastes terrible, worse than trashcan cake!"

"Now ah can't sense stuff very good, but ah can feel that, what the hay does that mean?" Applejack asked.

"It means we're gonna die," Spike whimpered.

"No, it doesn't matter how strong he is, we can still win, we have to," Fluttershy said quietly but forcefully.

"I can't feel them anymore, they're gone," Tears were in Twilight's eyes.

"They bought us time, c'mon, we should go to the Tree of Harmony. That worked last time with Tirek and we definitely need it's help, unless anypony else has a better idea," Rainbow started to glide towards Everfree and everypony followed. Twilight lingered for a moment, staring at the dead celestial bodies and listening to the silence, then she turned and followed.

Erebus was ecstatic, the ancients trapped in the heart along with all the crystal ponies. He had beaten them easily, he felt invincible. Now all he had to do was kill that tree and his victory would be complete. He began to move South towards Everfree. Wait, Tirek came close to victory, so did Chrysalis, so did the Nightmare, so did Sombra, and Sunset, and Discord, and the Sirens, even the plunder-seeds nearly killed Harmony. All of those times he had thought for sure that harmony would die and he would be free. Every single time they still lost at the last possible second. Harmony had a disturbing talent for pulling victory from nothing. He had to be absolutely certain. He had to make sure that his power was unbeatable. There was still one way to increase his might further. Erebus grinned and flew off towards his destination.

(Best place to start music)

Manehatten was in chaos. The strange display of the sun and moon, the loud noises and large concentrations of dark magic, what was happening? All communication with Canterlot, Ponyville, and the Crystal Empire had been cut off. Police forces and the royal guard were desperately trying to prevent a panic. Then a shadow fell across the metropolis. And enormous monster of black crystal loomed over the city, rising out of a massive cloud of smog, dwarfing the skyscrapers. With a great pulse of shadow a wave rolled across the city. Ponies caught in it vanished as they were pulled into it. The shadow then retracted back into the creature, drawing everypony kicking and screaming into something glowing within its chest. In a matter of minutes Manehatten, home of thousands of ponies, was silent and empty. The monster moved on.

Spitfire barked orders as she rallied Wonderbolts and volunteer pegasi around Cloudsdale. They were in the process of evacuating, scouts had confirmed the Canterlot, Ponyville, the Crystal Empire, and Manehatten had been overtaken by an unknown enemy. The princesses had gone silent, the sun and moon had gone dark. Spitfire had seen combat before, after all she was captain of the Wonderbolts and commander of Equestria's pegasi air force, and part of that experience was knowing when she was completely outmatched. If something was powerful enough to take 4 cities in mere hours, then there was nothing her forces could do against it. She hoped that they would hear something from any of the 4 princesses or the royal guard, but until then she was in command. Then a shadow fell across Cloudsdale. An enormous cloud rose up from the ground, every cloud it touched turned black. The cloud buildings of the floating town became dark and twisted. The last thing Spitfire saw was a massive wave of shadow barreling towards her.

Braeburn stood alongside the chief of the Buffalo in Appeloosa. An enormous monster casually walked across the desert towards their town, it could be seen for miles in the flat desert. The ponies and bison of the small frontier town had gathered in the center. They knew there was no point in running or fighting, not against that. It was Discord and Tirek all over again. Braeburn looked up at the tall buffalo.

"Well partner, looks like we're up a creek with no paddle, you got any regrets?"

"None my friend, I go to my ancestors and the spirits, you?"

"Me? Nah, want ta share one last hard cider with me? It's the good stuff from the saloon, no point dying sober."

"Eh, why not?" As they finished that final drink a wave of darkness roared across the little town.

Fillydelphia, Trottingham, Baltimare, Las Pegasus and more fell to Erebus. He also returned to Canterlot and Ponyville to absorb the ponies there. Those poor ponies, barely free from their trances and already subject to a new nightmare. The power of the dark heart grew with each new soul trapped within it, and as it grew Erebus forced the cracks in his prison ever wider, forcing Harmony to expend more and more energy to keep the dark titan down. Now that all of Equestria was trapped within the dark heart and Gloom's body, Erebus gleefully turned towards Everfree, eager to finish off the bearers of harmony and the good spirit herself.

Harmony vs Misery; the Starchild

Twilight spun around just in time to take a blast of raw dark energy to her face. Her fur was burned off of her muzzle, her nose smashed and bleeding, and several teeth knocked out. Her friends frantically tried to rush to her aid, but a wall of black fire sprang up between them. Rainbow and Fluttershy tried to fly over it, but the wall changed into a barrier of crackling shadows. Twilight shook with pain as she struggled to stand back up, only to be hammered back down. She looked up to see the heart floating towards her on it's own.

"An impressive struggle, it appears that my puppet was not as worthy as I thought. Oh well, it matters little." Erebus' voice echoed from the heart itself. "Gloom, get back up, you can still be of some use." The heart glowed and Twilight's seal was wiped away in an instant. Gloom exploded from the ground, showering the area with stone, dirt, and dust. Gloom collapsed, snarling and foaming like a wild animal until he saw the heart and started to walk towards it memorized. "Not yet," Erebus stopped Gloom and held him in a magical grip.

"NO PLEASE! I'm not complete! Without you all I know is PAIN!" Gloom desperately tried to reach the heart, but Erebus held him.

"Every instant separated from me is suffering, isn't it? You need to reunite with me, don't you spirit of misery?" Erebus seemed to get some sort of perverse pleasure at watching Gloom squirm, "Let these few moments of agony be a lesson. I can speak through you Gloom, but some degree of control is still in your imperfect claws. Do not let go of the heart again, understood?"

"YES! PLEASE!"

"Good." With that the heart popped itself back into Gloom's mouth and reentered him. Gloom's frantic spasms immediately ceased and his face became impassive. "Ah, much better, now, where were we?" The alicorn amulet hovered into Erebus' claw, "Hmmm, it would never fit around my neck or Gloom's. If I remember right I made this specifically for unicorns and alicorns, useless to me now." He crushed the amulet to pieces and walked to where Twilight lay. "Don't worry dear, I'm not going to draw you into the heart like everypony else, you and your friends will die instead. I'm not an idiot, I've seen what friendship magic can do and I'd rather not have any of it in my heart." He stomped on Twilight's chest; she coughed up blood, "Die well." A claw reached for her neck. Twilight fired her horn wildly, the weak blasts ineffective as Erebus ignored them, but Twilight still had one final option. She removed her suppression spell entirely, seized the claw and held on tight. "Huh? What are you?"

Twilight blazed with chaotic purple magic as her power surged from her unrestrained, instantly blowing her horn into bone fragments. Waves of blinding purple light exploded outward from her, just barely held in by Erebus' barrier.

"Everypony RUN!" Twilight screamed as she held Erebus in a death grip. Her coat was burning away as tears appeared in her flesh, her magic surging forth and destroying anything in it's way including her body. None of her friends moved, they just stared in shock, tears glistening in their eyes. She saw Spike's mouth move, but could not hear over the roar of magic. They had to run, otherwise they would be caught in the explosion when every ounce of matter in her body converted to energy, but they didn't move. Instead she felt a familiar presence touch her mind. It felt like a torch burning within her thoughts, lighting up the dark.

"I won't leave you Twilight, I can't leave you to die," Sunset's voice echoed in Twilight's head.

"It's already too late."

"No, it's not. I owe you everything Twilight, I can't just let you go, none of us can," Then Twilight felt other minds connect to her through Sunset. She realized that through their mental connection she was sensing her friends in the deepest way, like staring into their very souls. Applejack, her mind was rigid and simplistic, but strong and immovable, like the hard wood of an apple tree. Fluttershy was a cool breeze, a soft, almost musical whisper filled with more compassion than the warmest hug, with a bright glow coming from deep within. Pinkie was light and airy, bubbly with a feeling of sweetness, endlessly changing and rearranging in a mad but joyful dance. Rarity reminded her of the gentle clink made when gems bumped together and her minds eye saw sparkles glittering in a dazzling display of beauty, her mind was almost perfectly structured like a crystal. Rainbow was a flash of lightning, a gust of wind, powerful and wild, always moving and racing, never slowing down. Finally, Spike, Twilight gasped as she felt a great inferno within the tiny dragon, a well of untapped potential lying just beneath the surface, it was not the light that was Sunset, but instead it was heat and power. The 'fire' did not burn, instead it was warm, filled with love, kindness, and innocence. In reality Twilight was now almost entirely enveloped in violet flames as energy erupted from the hole where her horn once was. Her mind began to fade and her vision dimmed. Twilight felt drawn to the other consciousnesses shining in the mindscape, she could feel them calling to her, begging her not to go, but she was being pulled away into the void. Sunset reached out to her.

"Twilight, please, take my hoof, I don't know how, but we all have to make it through this, we need you, we love you." Twilight reached out as she flickered like a tiny dying ember. Their minds met and something miraculous happened. Seven wills joined Twilight's own, reigniting the spark that was her mind, dragging it back from the abyss. Her wild magic began to flow guided by the 8 friends, to what purpose none of them knew, but it was driven by the bond they all shared. Erebus fell backward, his hide smoldering as Twilight released his claw, but he was still otherwise undamaged by Twilight's suicidal effort.

"A wasted effort, even power like that cannot destroy me child, not now, not like that. You die in vain. Wait, what is..?"

Twilight's ravaged body floated in the air, shining like a star. The other ponies and dragon were also glowing, then they all turned into pure magic, flowing like waves of light into Twilight. Twilight herself was reminded of when they had opened the box of harmony to defeat Tirek and they all turned to light and flowed into the chest before erupting as their rainbow forms, but this felt different, more pure. Twilight disappeared as the light enveloped her, it was so bright that Erebus shut his eyes and held up a claw in defense. He blindly fired his magic into the light, but his attacks did not seem to have any effect.

All at once, the light dimmed. When Erebus looked again, he saw a flame in the shape of a heart, about the size of a pony. The fire glittered in a myriad of colors swirling through the strange object. Energy flowed out from the flame, growing and forming into a shape around it. 4 legs took form, then a head, a tail, a mane, two wings, and a horn. The light became solid as it formed, becoming a glittering coat of starlight, the mane and tail were blazing rainbow fire. Two eyes opened, both shining white with magic. Erebus stared slack-jawed as the new being looked herself over with awe. She resembled the large alicorn that had appeared over the concert when they defeated the sirens, but her proportions were those of a pony instead of a horse, giving her a smaller and stockier appearance. It was the strangest feeling, 8 minds united as one, 8 energies combined into one body, but the individuals were still there, they were just in sync, flowing together like streams into a river. She was each of the 8 friends and all of them, but yet she was also something new. She realized Erebus was speaking to her and listened.

"What have you done princess? Have you devoured your friends?! Absorbed them into that wound you call a soul?"

She giggled at the creature's confusion, was that really what he thought happened? It was ironic that the only witness to something as beautiful as the manifestation of the love and magic between the closest of friends was so utterly unable to appreciate it.

"You-you dare laugh at me Starchild! I don't care what trick you pulled, you die all the same!" A wicked claw swished through the air, aimed to behead her where she stood, and stopped dead on a single-raised hoof. The shockwave of the impact pulverized all the ground around them for dozens of meters, but neither one moved an inch. Erebus stared in shock, then attacked in a flurry of lightning fast swipes. Pinkie's reflexes, Rainbow's speed, Rarity's grace and attention to detail made it a simple matter for his opponent to read every single one of his moves and avoid them with ease.

Hmm, Starchild? Erebus had a habit of calling Twilight that, but it felt more appropriate when addressing herself. Yes, she liked the sound of that, Starchild it is then. Thank you Erebus, for my name. As "Starchild" thought she absentmindedly began to counterattack, combining Applejack's brawling and strength with Rainbow's lightning fast hard style martial arts. Surprisingly, Rarity also had experience using her hooves for combat, her style was more of a soft martial art, gracefully redirecting rather than striking like Rainbow's. All three came in handy for pummeling the shocked "god" into the dirt. With pleasant surprise, Starchild realized that each blow she landed on Erebus sounded like a miniature explosion and made both the ground and trees around them shake. How strong was she if she could hit that hard without even trying? Erebus retreated back from her and fired a blast of magic. Both Twilight and Sunset were prodigies in magic and now that Erebus was not so far above them in power it was a simple matter to warp space in front of the energy attack and redirect it to a spot right behind him. Erebus stumbled as his own attack struck him from behind. He ended up stumbling face first into a magically encased hoof which hurled him backwards. Erebus leaped back up, pieces of his face falling off, only to see Starchild's glowing face an inch from his own. Cracking a smug smile, she inhaled, then exhaled with a burst of dragonfire. When Erebus could see again, all he could see was flashing lights as Starchild danced around his clumsy attacks and struck him from all directions with both magic and hoof. With a roar he attempted to force his way into her mind, but was met with a stare more powerful than any stare that had ever been stared. In desperation, he tried to fly away, taking off with a boom, but everywhere he tried to fly, she blocked his path, moving faster than what should be possible.

With an immeasurably strong kick, she shattered his chest, exposing the heart.

"Hold still," She commanded firmly but calmly. She pinned Erebus in place with her magic and lowered her horn to touch the center of the dark heart. When the connection was made, all the light and love that had created the Starchild flowed into the heart and everypony within. Erebus screamed and fought back with all the pain, hate, and rage of those he held trapped combined with his own. A friendship between 8 beings and the boundless love from the hearts of ponies and a dragon was pitted against the torment of thousands and eons of hatred. Erebus watched in disbelief as the heart's darkness began to fade and light started to return to it.

"I don't understand, how can one friendship undo the world's darkness?"

"Easy, all those you have taken into the heart are lost and scared in the darkness, if they see a light they want to go towards it. Our friendship inspires others and helps make new friendships in turn, that's how friendship grows, that's how it overcomes loss. Your power relies entirely on you, you force strength out of others, but it is not your own. Don't you see Erebus? That is why no magic you can wield can ever be as powerful as the magic of friendship. You have to force the feelings you want out of ponies, take the magic you need, friendship is offered freely and no one has to lose for everypony to gain." The heart was now half light and half dark.

"But I was born from the evil in ponies hearts, I have seen that darkness first hand. I used it to create Gloom, I have felt the darkness within even the bearers of Harmony! You can't deny it's power!"

"Where there is light there is also darkness Erebus, but the light exists in spite of the dark, not because of it. If your hate is stronger than why do ponies instead choose to love and forgive time and time again?" The heart now shined a blinding white as the last of the shadow left it. Every soul within cheered with joy as they were lifted out of the dark by the Starchild and reminded how much they are loved. Light erupted from the heart, breaking through Gloom's body and shining out of his mouth and eyes as he screamed. Starchild felt Erebus' mind retreat from his failing puppet as he attempted to cut his losses and let Gloom burn alone. "No, you will face justice," She followed him through his connection to Gloom and her mind followed his deep down into the Earth.

A great chasm opened in the mindscape as she followed the decaying connection down into the prison of Erebus, deeper even than Tartarus. Her light lit up the deep, illuminating that which the Sun had never touched. Right as she began to lose the connection, her light illuminated the form of the god of darkness himself. He was massive, filling the great rift, contained only by a thin veil of rainbow light. His features were equine but also alien, he bore a striking similarity to a statue Spike that had scared Spike in the Castle of the Two Sisters or to the horses of the human world Sunset lived in. No mouth was on his muzzle, just two nostrils and a gleaming black coat of fur. Despite the feeling of revulsion permeating the space around him, Rarity would like his coat, it was perfectly groomed and shined with a twisted beauty. His maned was not hair, but a dark purple haze of gaseous fumes. The same dark purple glowed on his hooves and lined his wings, which resembled that of an albatross. 3 blazing eyes adorned his head, slitted like Nightmare Moon's. The third eye was where a unicorn horn would normally be, the horn itself was absent on Erebus. Each eye was a different color, one a yellowish green, another deep maroon, and the middle was bright violet, but the colors in his iris seemed to shimmer and shift like oil swirls in water. There was no cutie mark upon his flank. Erebus reared back on his hind legs, a deafening roar echoing through the cavern despite no mouth for it to come from.

"How dare you look upon me worm! If this is to remain my prison, then you will rot here with me! If it takes me another 10,000 years ALL will be mine!"

Starchild replied, "Equestria is my home, and all who live in this world are my friends, but you Erebus, you are not welcome here!" Channeling all the light radiating from both her and all the ponies she had freed, she formed an arrow of pure psychic light and launched it into the middle eye. The psychic contact made her light dim as she shuddered. For the first time since her birth, Starchild felt true pain as Erebus counterattacked. Even Eregloom at his most fearsome was but a shadow of the true Erebus, even if it was only through the mind. It felt like the shadow was trying to stain her very soul as she in turn tried to burn it away. She had the upper hand, but it was so big and so powerful that she feared she would not be able to do enough damage before she would tire and Erebus could turn the tables. Finally the connection failed as Starchild was pulled back to her body, the last thing she felt from Erebus was unimaginable agony and rage. Back to reality, Starchild watched as the heart exploded with the magic of friendship, tearing Gloom apart from the inside out as thousands of lights shot out of the heart and rained down to the ground below. Each light landed and faded, leaving a worn out pony behind. In a matter of seconds every pony Erebus and Gloom had taken was returned and the crowd covered the area below. Starchild watched with some sadness as what remained of Gloom burned away, and for a moment, she could see the form of a small windigo writhing in the fire of friendship before fading away, leaving only the shining Crystal Heart behind. She took the heart in her magic and descended to the ground below. The ponies watched in awe as the glowing goddess landed among them, holding the heart. Celestia, Luna, Cadance, and Discord walked out of the crowd and stood before Starchild.

"Who are you, o savior?" Luna asked. Cadance was speechless before the most beautiful creature she had ever seen. Celestia smiled knowingly.

"Amazing, truly amazing," Discord said, even popping out a camera and taking pictures.

"Don't you recognize me?" After the short statement, Starchild exhaled slowly, shutting her eyes as if in sleep. With a pop suddenly 7 smiling ponies and a baby dragon stood in the goddess' place.

"It's us," Twilight said.

"Ta da!" Pinkie added. For a moment the huge crowd of ponies gathered around stood gawking, then a deafening cheer rose up for the heroes of Equestria.

Author's Note

Finally, now that the main story is over I will add an epilogue at a later date, probably in the next couple weeks. I'm so glad to finally get this down on the page, this ending has been rolling around in my head since I started over a year ago and it feels so good to share it with all of you. I have been thinking of doing a sequel to this and my short story The Waste, but this took forever so don't expect something anytime soon. Your views, likes, comments, and even dislikes motivate me so thank you for your attention and support. I am glad to be in an online community where I can express my creativity freely.

The Most Powerful Magic of All

It was a big job getting everypony back to where they lived, and an even bigger job fixing the damage that had been done. Many ponies were utterly traumatized by the torment they had endured at the claws of Gloom and Erebus, so counselors, psychiatrists, psychologists, and therapists were working round the clock to help the worst cases. However, Equestria had a strong heart and soul. Families and friends banded together, comforted each other, and reminded each other of what they had and the joys that came with it. The resilient nation of ponies had faced crisis before and come out of it. There were still many problems, but the healing had begun and with time life would return to a more normal state. The 6 bearers of the elements, Sunset, and the 3 other princesses worked tirelessly to help ponies where they could. By weeks end, it appeared that things were finally settling down. Sunset stood in front of the portal back to the human world. The 6, Spike, Celestia, Luna, and Cadance stood behind her to see her off.

Despite all the work consoling and comforting ponies and fixing damages, Sunset considered the past week to have been wonderful. She and Celestia had taken time aside to reunite and finally bury the past. They were no longer teacher and student, but now they could finally be friends. Celestia also discussed the state of her health with them all. She was healed as much as she could be, but all that had happened had diminished her strength somewhat. A single lock of grey hair was found underneath her vibrant aurora colored mane. Her mortality was all the more apparent and although she still had years to spare she no longer had the decades she had hoped for and that was only if no other threats forced her into combat. It was time that a full plan should be made for the event of her retirement or death, depending on whether her strength would fail to the point of being unable to perform her more strenuous duties, which would likely happen within 10 years. It was agreed that the other princesses would slowly take over her functions and Celestia would gradually step aside as the years go by, eventually retiring to a more advisory role until her eventual death. Eventually even the Sun would go to one of the younger princesses, depending on which one the star itself chose to bear it.

As for the problem of Twilight's magic, she found that her power had changed. Instead of being an enormous well of unrestrained power, her magic was now connected to that of Harmony and all of her friends. Just as Harmony granted its power to all of them, so too could they now give to Harmony. From what they understood, Harmony, through its bond with Twilight, now drew from Twilight's excess power, storing it and regulating it to prevent it from ever harming her or getting out of control. That stored power could then be used if they ever needed to summon the Starchild again or to strengthen the tree itself if it ever came under attack again. Twilight, through her friends, had become a living part of the magic of friendship itself, able to give, receive, and share that magic freely with her friends and they with her. Truly a wondrous thing.

Sunset found herself just as much a part of that bond as any of the elements, although it was still unclear what her exact role was. Was she a new element? Hope, redemption, forgiveness? The answer could not be found, but as she stepped back through the portal and waved goodbye to her Equestrian family and was welcomed back by her human one, she knew that whatever role she had in the magic of friendship was a good one. This was a bond and a magic that she wouldn't give up for the world.

Twilight felt sad to see her friend go, but knew that she could see Sunset whenever she had the chance and that the portal would always bridge the two worlds so Sunset and the human counterparts of her friends would never be too far away. One thing nagged at the back of her mind, Gloom was definitely gone and it was good that such an evil force had finally been vanquished, although she was saddened that Gloom had refused to surrender. Bad creatures could always be reformed but they have to choose that for themselves. What's done is done, but that was not what haunted her. It was the fact that Erebus was still out there.

**********************

Pain, disappointment, humiliation, rage. These were all that existed deep below the world where the darkness lied. Erebus fumed in the dark, his third eye clasped tightly shut, veins bulging around it and ichor dripping from it. He had gone through countless failures, but this one was by far the most painful and the first to harm him directly in a long time. The worst part was that the damage would not heal and the pain would not subside. That damned magic of friendship had severely injured him. Around him the ribbon of rainbow light swirled and shined, brightly in some spots, dimmer in others where some motes of shadow passed through and leaked out, not fully stopped but still scrambled by the light. There was only one spot that had no sparkle at all, a single solitary rend in the ribbon where Gloom had broken through. It was too small for Erebus to pass through, but such a break where his power and thoughts could exit undiluted presented possibilities. Erebus' two remaining eyes glowed and the rip stretched slightly bigger. He would no longer be limited to fleeting visions and unfocused dreams, impotent thoughts! His power would no longer be stumbled upon by chance. It was finally time to take a more direct hand in the world, a more direct hand in claiming his freedom. They would pay, they would all pay. One day the world would see who truly has the most powerful magic of all.

Author's Note

Finally, this story is finished. I went back through it and made several minor edits to previous chapters. I'm so sorry it took so long for me to get back to this, so many changes have happened in my life and I kinda just forgot about this. Anyways I hope to eventually create a sequel to this, preferably before generation 4 of mlp fim ends. As of now it looks like we will get at least a season 8 and 9 so that's awesome. I really hope that this fanfic site continues when it comes time for generation 5 someday, the stories here have given me countless hours of joy, thrills, and have touched me deeper than any other fanfics for any other show. I hope more worlds and stories continue from this fandom for years to come.

Prologue

The ground shook as Lord Tirek stomped through the Everfree Forest. He smiled to himself as animals ran and hid from him. He felt his new magic surging through him. The combined magic of those 5 ponies and Discord had more than doubled his power, even the little dragon had a small measure of magic. He understood why Discord was powerful, after all, he was the spirit of chaos, and dragons, even babies, were naturally powerful, but he wondered why the ponies had boosted him so. Discord had called them the element bearers, what did that mean? He shrugged off the thought, it didn’t matter, he had their power now, and soon he would have the alicorn magic, then he would be a god.

He continued through the forest, following his magical sense to Twilight’s location. He didn’t like going through Everfree, the forest always seemed to shift and nothing was ever where it was before. The only constant was that old ruin in the center. Tirek sensed an incredibly powerful magic emanating from there, he couldn't wait to consume it, but he dared not challenge such unknown power until he had the alicorn magic. Tirek could only take magic from something that was weaker than him, anything of equal or greater strength was immune to his draining ability, unless of course it gave of its own free will. He pondered what could radiate such power, it still surpassed him even with the magic of thousands of ponies and discord powering him. Was it some sort of primordial magic or maybe a ley line channeling the energies of Equestria? Whatever it was it felt ancient, older than Celestia or Starswirl, maybe even as old as the land itself. Tirek smiled as he thought of what he could do with such power, maybe it would even make him omnipotent.

Suddenly Tirek came upon a clearing. It looked like a small meadow with a large rock in the center. Tirek was about to walk right through without hesitation when he sensed something. The rock seemed to radiate an old, powerful magic. He moved closer and examined it. The rock was stone, smooth to the touch. It resembled a large sphere, about 8ft high. It was featureless except for a small, but intricate carving of ponies crying into huge lake of tears. The lake and tears were colored black. The most disturbing part was a large face formed by the waves on the lake's surface. It was simple, just two sockets/whirlpools for eyes and a large wave forming a mouth, but the face was twisted as if the lake itself was sobbing uncontrollably. Tirek felt the magic within the stone. The surface felt warm and brought feelings of happiness to mind, he probed deeper, but was met with resistance, as of the stone was trying to hide whatever was within. Tirek prepared to consume the magic, normally he would have been more cautious, but his new found power greatly dwarfed that in the stone and he reasoned that whatever enchantment it had would be dispelled without magic to power it. The stone was drained within a few seconds. Tirek smiled as he grew another few inches and glowed. He walked away, eager to finish his conquest of Equestria. What he didn't notice was that the magic he had taken from the stone was only the outer part, a spell meant to conceal and contain the core. The center of the rock still held something within, something that was now free.

The stone cracked and a trickle of black liquid oozed out. It pooled around the base until it formed a large puddle. The ooze thickened and began to take shape, building itself up into a mound. Some parts hardened into bone-like structures dripping with the liquid. It stopped once a skeletal structure had formed. The upper skeleton was equine, but that of a full sized horse instead of a pony. The skeleton was only of the frontal half of a horse, with the spine ending in a pool of the thick, black ooze where its pelvis and legs should have been. Its arms ended in clawed hands instead of hooves and from the empty eye sockets thin streams of the liquid flowed down the skull like tears. The creature was about twice as tall as the average pony. Once it had finished forming it started making quiet sobbing noises, as if it were crying uncontrollably. It dragged itself by its claws, leaving a trail of the black liquid which evaporated into grey fumes that rose into the air. The liquid never seemed to run out no matter how much it left behind.

A huge explosion from the edge of the forest drew the creature's attention and it moved to investigate. A huge centaur suddenly grew in the distance, getting bigger and bigger until it towered over the trees. The creature watched as the centaur began to destroy everything around it before a bright light rose up from the center of the forest. Six small figures could be made out in the multicolored light. The creature watched with interest as the centaur lost a short battle with the light and shrank before vanishing in a rainbow. Immediately the creature traced the spell that teleported the centaur with a thought, for this was no mere animal. It could think, and right now it thought that the centaur would be miserable after losing. There was no misery as deep and satisfying as that of broken pride or humiliation.

The creature continued to watch as the light exploded outward across the sky. It cringed as it felt a wave of happiness and warmth spread over the land, righting all that was wrong. A rainbow soon arced from the center of the forest to a distant town, where a crystal castle sprang up out of nowhere. The creature felt a surge of joy spread across Equestria and recoiled in pain. It stood still, shuddering until the feeling subsided. Then it turned, noted the town's location, and started its journey to Tartarus.

Author's Note

This was from an idea that popped into my head. I've never written fan fiction before and I have no idea where this will end up. I don't own MLP:FIM, that belongs to Hasbro and they do a better job with it than I ever could. Criticism is welcome and encouraged! I thank the Fim fiction community for letting me express my creativity.

Empty Sky

Luna reacted instantly, her instincts and ancient training taking over. She shot a rapid fire burst from her horn as she leaped to the side. Her blasts were powerful spells meant to immobilize and cause intense, but non lethal pain; she wouldn't kill if she could help it and she wanted to interrogate this monster after she subdued it. Her attacks struck perfectly, one in the head, another in the chest, and a third in the right hind leg. Even if it could withstand a blow to head and chest, the leg shot should temporarily cripple it. Gloom landed in a heap and tumbled into the space between her guards, who immediately surrounded him with their spears drawn. Luna smiled, but her expression turned to surprise as the creature instantly melted into a thick, dark liquid which spread around her guards' feet. In a split second the liquid shot up and solidified into large tendrils. The lunar guard barely had time to shout before they were pinned to the floor by the grasping structures. Luna spread her wings and flew forward to aid them but Gloom's head suddenly rose out of the pool and his cold eyes met hers. A vast, all consuming consciousness invaded her mind and reached for her memories.

"Mind magic!" her thoughts screamed. Drawing upon her strength of will, she focused on an image of the moon until it filled her consciousness. Gloom could see only the moon as he searched for anything he could use against her. Frustrated, Gloom pounded at the image, attempting a brute force method. Any observers would have seen the two combatants simply staring at each other motionless except for slight twitches. Mind magic had little to do with physical power, and only a small amount of magic was required to enter another's mind, will is the deciding factor. Luna managed to push Gloom back enough to cast a spell, a quick flash from her horn as a distraction. He blinked his eyes and Luna took the opportunity. She flew up and sent two attacks at once, a paralyzing spell and a mental attack. She could take no chances with this creature. Luna had thought mind magic to be a lost art, Celestia and her had decided to ban its practice after the incident with King Sombra 1000 years ago. The only known living beings who knew of it and could still use it are Celestia, Discord, and herself. Twilight, Cadence, and Chrysalis had displayed basic potential but they still needed spells to control other's minds so it was not true mind magic. The most interesting instance of a pony developing it entirely on their own was Fluttershy and her "stare". That was the first step toward mastery of mind magic, using eye contact as a channel, the next was the ability to reach out with the mind alone, then one could read thoughts as well as exert control. Fluttershy is a unique case of incredible natural talent, she likely didn't even know what her stare truly was, mind magic took extensive discipline to master and required a tiny amount of magical power. All unicorns had the capacity for it, but it was rare among pegasi and unheard of for earth ponies. With it the weakest magical being could become extremely dangerous. It is considered dark magic, for nothing was as violating as invading the thoughts of others, one could wipe identities away, destroy the consciousness or sanity, break somepony in the worst possible way. Luna had not used it since her time as the nightmare; she had vowed not to use it unless faced with an enemy that could.

Luna's mental attack was a technique that had made her fearsome as Nightnmare Moon. She stabbed at Gloom's mind with terrible nightmares and fear. She had no idea what the creature was afraid of so she targeted basic instinctive fears of loss, pain, and death. Her nightmares entered Gloom's mind ready to consume it, and dispersed harmlessly. Gloom shielded himself from the paralysis spell and looked up at her.

"That was dark princess, you have so many shadows in you. Do you really consider yourself a good pony? If you are, you'd be haunted by how much of monster you are." Gloom's voice was a hiss. Luna was shocked, only Discord could throw something like that off so casually, it's as if it didn't care about fear. What is this creature? Luna looked towards her guards, who were still laying on the floor although the tendrils were gone. They were all curled up in random positions and sobbing to themselves. Their eyes dripped with strange black tears and stared without seeing. They were muttering words between sobs and she could just barely here some.

"I failed, I failed my one duty, my purpose."

"No! I'm not useless, I'm not!"

"It's my fault, it's my fault, it's my fault, it's my....."

"But I tried to protect her. I really tried."

"Was this fear, Sombra's power, her power?" Luna thought, "No, it was something deeper, darker." Her thoughts were cut short as Gloom continued his mental assault, coupled with a physical attack of grasping tendrils. Luna focused on the moon again but her concentration failed when a tendril squirted a thick black sludge onto her wing and stuck it in mid flap. She tumbled to the ground where more tendrils rose and held her. She struggled and to her credit, the stone floor beneath her cracked, but it was no use. Still struggling against Gloom's mind, Luna struck out in desperation, no longer caring if she killed this monster, and lightning blasted Gloom. The bolt seared his hide and even blew off some of it, revealing a gruesome skeleton beneath. Gloom didn't even flinch, his telepathic attack increased in intensity as he focused solely on Luna, numb to any damage to his body.

Luna's vision darkened, then cleared quickly. She found herself in the old throne room at the Castle of the Two Sisters. She stood in front of her throne and Celestia was in front of her, not 20 feet away. Had she been teleported to safety by her sister?

"Sister, thank goodness! There is a monster in Canterlot, we have to get back and..." Luna realized that her mouth made no noise, it didn't even move.

"Not another step!" She heard herself say, "Did you really think I'd sit idly by while they all basked in your 'precious light'?" What? She didn't say that. It was then that she realized that that the castle was not in ruins, it looked as it did that fateful night a thousand years ago. She was in a memory, her least favorite one. Gloom's voice echoed in her head as she relived her transformation into the Nightmare.

"You really suppressed this one. You almost think of it as another life, but that is wrong, this was you, there is no denying that."

No! She had put that behind her, the elements had cured her of her bitterness and she could see now that Celestia had always loved her and so had her subjects. More images and experiences passed before her, each so vivid that she could feel the moonrock beneath her hooves as she stared forlornly at the Earth, smell the scent of apples at the summer sun celebration as she triumphantly stepped out on stage to terrify the ponies below, hear the voice of Twilight Sparkle as she said that the elements were right there. She could feel exactly what she thought at each of those moments, the rage, the hate, the fear, the sorrow, the pain, the terrible things she wanted to do to all the poor defenseless ponies out of spite and jealousy. The twisted pleasure she had felt at seeing them scream in fear. She saw herself, a terrifying, fanged monster with glowing blue eyes, laughing insanely as the world fell to everlasting darkness. Gloom spoke the entire time, every word cutting into her psyche.

"Do you really think that the elements simply made you good? That thing is still in you, it was always in you because it is you. Your sister may have forgiven you, but then again it took 1000 years. But it shouldn't have been her forgiveness that you sought, what of all those ponies who feared you for the rest of their lives? Who saw you in their nightmares and passed your story on to their children. They lived and died fearing you and always thought of you as a monster. They must have been pretty traumatized for that fear to live on as 'Nightmare Night'. The mere mention of Nightmare Moon or the Pony of Shadows makes their descendants hysterical. It took just a few ponies sleeping through the night and worshiping your sister to turn you into that. Worse, you never changed on your own, the elements of harmony had to force you to return to good. You never chose good, but you did choose evil, that is the real you, what you are now is a brainwashed thrall of harmony who has tricked herself into thinking she is better now. You can't even do your job right! I got from some of the ponies of Canterlot that you slept through the Changeling invasion, and you were useless against Discord, Sombra, the plundervines, Tirek, and basically anything that could have proven your dedication to protecting Equestria. You have put so much evil into the world and given very little good. Teaching a filly to face her fears? Telling another not to give in to jealousy? Drops in the ocean Luna. You deserve to be miserable!"

Everything this monster said was true, she was not worthy of her crown, of her sister, of Equestria. Tears fell from Luna's eyes, at first clear, but then slowly turning black as they flowed into Gloom's body. What could she ever do to make up for her crimes? Nothing seemed to matter anymore as Luna lay on the floor, her heart utterly broken, and Gloom looming over her catatonic body. Gloom's tendrils released Luna as physical restraint was no longer necessary, her body was limp and she stared off into the distance, her eyes glazed over. She was trapped within her own mind, lost in a vast chasm of despair and misery.

Gloom eyes glowed as he tested his newest battery. The damage Luna had caused healed immediately and the power he had spent began to replenish. Unlike Tirek, Gloom did not rip all the magic out of ponies, instead he put them into a kind of stasis/coma where they would be so overwhelmed with misery that they wouldn't care about anything anymore. While they were in this state Gloom forged a link through which he could draw a steady stream of energy, always taking at the same rate the ponies' bodies could recover. Gloom could also tap into any memories the ponies possessed and augment his mental powers with their suffering. After all, who could withstand having their mind assaulted with the anguish of a thousand ponies? The ponies would not die while Gloom was using them, a minuscule amount of his magic would keep them breathing, their hearts beating, and their bodies nourished. It was a complicated system, but horrifying to behold.

Gloom took from Luna the location of Celestia's bedchamber and quietly left the sobbing ponies to their fates. As he made his way through the gardens he looked up at the night sky. A thought occurred to him, now that the princess of night belonged to him, could he make the heavens themselves cry? He raised a claw to the sky and a bank of dark cloud-like shadows appeared. They spread across the sky and one by one the stars winked out until the moon was surrounded. The clouds swallowed the moon and thickened until they looked like a single, smooth surface. They were higher up than any pegasus could fly and no light penetrated them as they spread across Equestria. For all intents and purposes, the sky was empty. It began to rain.

Author's Note

Sorry for not updating regularly, I probably won't get back to this for a while as midterms just started. Enjoy. And I would like to thank AestheticB because the expression "empty sky" in The Immortal Game gave me the idea for this chapter's name. If you haven't read Immortal Game yet I recommend it. It's what inspired me to write my own fanfic.

Evil Always Finds A Way

There was silence for a moment as the ponies took in Discord's words.

"You see, Erebus was too powerful to be fully contained, even by Harmony. Despite being shoved far into the Earth with a mountain piled on top of him and Harmony's magic surrounding him Erebus still wormed his way through the depths over centuries, seeking freedom. In some spots around Equestria, some of his magic bubbles up through cracks in the crust. The amount and appearance of the dark magic varies from source to source as does their effect. Other beings that find these places, these wells of dark magic, can then harness it. These wells are just small pieces of the true power of Erebus, but they are more than enough to threaten Equestria. Erebus can even influence those who come in contact with the dark wells, like a whisper in their ear, a stray thought not their own. The centuries and millennia following Erebus' defeat saw the rise and fall of many monsters and villains."

Images flashed in front of the ponies. A large goat firing blasts of fire at terrified ponies, a serpent attempting to devour the moon, a group of cloaked ponies performing a dark ritual, a hydra so massive that it looked like it could hurl entire mountains like snowballs.

"That's Typhon! He's real!" Twilight exclaimed in fear.

"Oh, you know of him? Yeah he was real at one point, the brute was mindless, destroying everything. Guess that's what happens when a dragon is dumb enough to actually drink from a well of liquid dark magic. He thought it would make him a god, instead he became an insane beast. Don't worry though, he ended up destroying himself, that's what usually happens to these villains if Harmony doesn't get to them. He tried to pick up a volcano and it exploded on him."

More images flashed around the ponies of countless villains wielding dark magic. Some of the snapshots revealed the origins of their own foes: Queen Chrysalis and the first changelings rising out of a pool of green ooze, Sombra discovering a dark crystal, the forging of the alicorn amulet, the sirens discovering 3 glowing gems, a young Princess Luna speaking with a shadowy creature, a cloaked pony imbuing a book with dark magic.

"Inspiration..." Spike started.

"Manifestation.." Rarity finished with awe.

Every picture showed some pony or other tapping into a mysterious dark power.

"Yeah, eerie right? These are only the ones Erebus is directly linked to, there are countless indirect ones. Tirek and myself were indirectly influenced. I think Tirek's magic stealing spell was invented by an earlier warlock who got it from Erebus; it must have been passed around for thousands of years til Tirek found it. I on the other hand, used only my own power but acted for reasons related to Erebus. I disliked how it was always some beastie discovering a remnant of Erebus and using it for evil then either digging their own grave or tasting the rainbow. If there's one thing chaos hates it's the same thing over and over. About a thousand years ago Erebus contacted me in a dream and gloated about Equestria being in an eternal, orderly cycle," Discord shuddered, "That was the last straw, I snapped and you know the rest. In hindsight, I should have realized that Erebus was just using me in yet another attempt to stir up trouble. Ironic how it still played out the same."

"So is Gloom another guy who used the dark magic or a monster spawned from it?" Twilight asked.

"Yep. Gloom was a windigo. Windigos were born in a way similar to the changelings, except they were full spirits rather than corporeal beings. After they spawned from a tendril of Erebus over a thousand years ago then started feeding. They were born from Erebus' magic and were shaped by his feelings, which were mostly hate, thus the windigos were cold spirits of hatred. I'm sure you've heard the old story of Hearthswarming where the windigos met their doom, but that old tale is just the tip of the iceberg. Let me show you what really happened."

The scene changed to a huge ice cavern. The cavern was enormous, large enough to fit all of Ponyville and still have plenty of space. The roof rose up a hundred feet and was of solid ice and rock. The cavern was bathed in blue light from numerous glow stones, a naturally magical, but rare crystal that always shined. 3 groups of ponies, each numbering a dozen or so, stood at different ends of the cavern. One group was pegasi, another unicorn, and another earth pony. All groups were heavily armed and each were led by 2 ponies. Leading the unicorns was a tall, beautiful mare with a gleaming white coat and a styled, light pink mane. A tiara sat upon her head and her eyes burned with cold fury. The other unicorn leader was a shorter mare with a vibrant green coat and a brown mane tied in a simple bun. She wore a tattered brown cloak with a hood. At the head of the pegasi was a large electric blue stallion with a spiked grey mane, he was adorned with bronze armor and his face was a scowl. At his side was a small, light blue mare with a white mane; she also had on a military uniform, but that of a scout rather than an officer. In front of the earth ponies was a brown mare with a curly brown mane, she wore an elaborate robe befitting a high ranking official. Her eyes darted nervously back and forth. Next to her was a light orange mare with a beige mane. She wore a simple cap with a small feather sticking out.

Twilight instantly recognized the scene before them, it could be nothing else, this was the first Hearthswarming Eve. Here were the original founders of modern Equestria alive again before her very eyes: Princess Platinum, Clover the Clever, Commander Hurricane, Private Pansy, Chancellor Puddinghead, and Smart Cookie. But there were great differences between the pageant she had acted in and the scene she was watching. There were more ponies than just the 6 leaders, each of the three tribes had a full expedition, and this was no childish argument, but a full on skirmish to the death was about to occur. If such a thing occurred, war would inevitably follow. A chill suddenly blew through her, permeating deep into her bones. Twilight looked up, the other ponies and dragon doing the same. High above the ponies, floating near the roof of the cavern, were countless ethereal figures. They were horse-like, but lacked a lower body and were transparent, like ghosts. These were the mythical windigos, the first enemy in Equestria's recorded history. There were far more than the three portrayed in the play, there were hundreds, maybe thousands, watching the ponies below.

"How many are there?" Rarity asked in awe.

"All of them," Discord replied, "The windigos had been feeding off of and enhancing the hatred between the 3 tribes for decades, perhaps even centuries. Their goal was to encourage an all out war and gorge themselves on all the hate. They would then freeze all the ponies in the middle, permanently capturing pony civilization at the height of hatred and violence so that there would be no other emotions and the windigos would feed forever. If this happened, Erebus would be free and reign as God, for all evil grants him power. By this point they are very close, all they need is one final outburst of hate from the leaders of ponykind and they would have enough to begin."

The pony-memories started yelling at each other and brandishing their weapons or magic.

"How dare you insult me! After all the years unicorns used our magic to bring you ungrateful clods the sun and moon! You should be bowing before me as your princess you inferior sub-ponies!" Platinum yelled.

"Like I'd bow to a weak, flightless brat like you! Here's how it gonna work, you unicorns give us magic and you earth ponies give us food, if not, then the pegasi will rain death down from the skies!" Hurricane demanded.

"Hah! Let's see how long both of you last without food. We may not have magic or flight, but you can't grow crops on clouds and you can't magic crops out of thin air! We have enough food stockpiled to last a long winter, just you wait, in a month or two you'll give us anything we want for a mouthful of hay. If you're nice to us, maybe we won't let you starve!" Puddinghead smugly declared. The chill in the cavern worsened and the windigos' eyes glowed brighter. After another few moments of yelling and cursing, the ponies charged headlong at each other. Blasts of magic and clashes of steel-clad hooves rang through the air. Only 3 ponies hung back, Clover, Cookie, and Pansy. The three reluctant enemies moved around the fighting and met with each other off to the side. Twilight could see them talking calmly, almost ignoring the brawl occurring not 30 yards away. Smart Cookie had a frown on her face and her gaze kept drifting towards Puddinghead, there was disappointment in her eyes. Pansy looked on the verge of tears and Clover just looked tired, as if she was just done trying.

"Those three had been trying to encourage peace talks, trying to convince their superiors that this was not the way," Discord continued. As the fighting became more intense, and ponies began to sustain injuries, the windigos made their move. Like a lightning strike they descended upon the ponies. All they did was dart near their prey and ponies were flash frozen, still in the midst of battle, never knowing what hit them. In the blink of an eye the only unfrozen ponies were the three would-be peacemakers. The windigos surrounded them. The three ponies were terrified and huddled together, momentarily giving in to primal herding instincts. Twilight could just barely hear what was said.

"Windigos! Demons of hatred! All is lost!" Clover despaired.

"So this is how I die, I just wish I could have said goodbye to my kin," Cookie said.

"At least I'm among friends," Pansy solemnly declared.

"Really? You consider me a friend?" Clover looked awestruck.

"I hardly know you, but both of you seem like good ponies, you didn't want to fight. I see no reason why we shouldn't be friends, at least then we can meet the end together instead of alone."

"That's the most touching thing I've heard all day. Of course I'll be your friend," Cookie said.

"As will I. After all, we are all ponies, tribes or no," Clover smiled.

The windigos lunged with a gleeful wail, only to be hurled backward by a sudden burst of brilliant white light exploding from the three ponies. The ponies looked as surprised as the windigos, but their shocked faces turned to giddy smiles as they were overwhelmed by the positive energy surging through them. The light did not just emanate from Clover, as it had in the play, but from all three ponies.

"The fire of friendship," Twilight whispered. It was more beautiful than she had imagined, different from the rainbow of harmony, but still amazing. The fire surged forth into the panicking spirits and drove them back. The frozen ponies started thawing and moving again, once they came to their senses they gazed in awe at the fire. Some spirits tried to counter with their own magic, others tried to fly away, still more simply froze in terror, all were caught and consumed. Their screams echoed throughout the cavern. Twilight was shocked that such a wonderful energy could be so lethal.

"The fire of friendship is not inherently violent or dangerous. If you were to stick your hoof in it you would not burn, in fact it would heal any wounds you have. This is a benevolent force, pure positive energy released, but the windigos don't react to magic like a pony would. They are beings literally made out of hatred converted to energy. If the fire comes into contact with hate, it does its best to heal and replace it with love, but a windigo needs hate to survive and love is death to them. Thus they were all destroyed," Discord narrated, "At least, almost all of them."

As Discord spoke Twilight noticed a single, small windigo fleeing out the entrance to the cavern. The fire had partially enveloped it but it was just barely fast enough and lucky enough to escape immolation. Nevertheless, flames licked across its ethereal body and burned it. Discord snapped his fingers and the scene changed to just outside the cavern. The lone windigo screamed and thrashed as it flew haphazardly away from the cave, crashing through the forest around it. Its pristine hide was horrifically blackened and burned, with ghostly bone exposed by the fire. It vanished into the distance with a maddened wail.

The scene changed again showing the windigo some time later. It dragged its mutilated body through the forest, whimpering in agony.

"Ah yes, I remember this. I'm not proud of what happens next," Discord sounded reluctant to continue. In the memory Discord himself suddenly appeared before the disfigured windigo.

"Hello there! Why the long face horsey?" past Discord chuckled. The windigo responded with a hoarse growl. "Woah! Don't get mad at me, I wasn't the one that gave you the whole Two-Face treatment, that was the ponies." The windigo snarled, hate burning in what was left of it's eyes. "I bet you want to wreak glorious chaos upon them all, don't you?" Discord smiled a devious smile, "But first you need to get something for those burns. There's a lovely hot spring just over that way that will fix you right up." Discord pointed. The windigo eagerly dragged itself in the direction as past Discord chuckled and vanished with a poof. The windigo came upon what looked like a large mud pit, about the size of the mirror pool. Dark magic emanated from it and noxious fumes bubbled and frothed in the dark goop. Present day Discord's voice rang clearly for all the ponies to hear, "I led him to a well of Erebus, thought it would lead to more chaos. I had no idea what it would do, what he would become, and honestly, at the time, I didn't care," Discord sounded uncharacteristically solemn.

After a moment of hesitation, the windigo plunged into the pool, desperate to soothe his burns. He vanished into the muck. There was silence as minutes ticked by. The pool's surface was disturbed violently by a huge surge of shadow magic combined with the windigo's own frost. With a howl, the windigo exploded from the pool, the black muck covering it, changing it. Its body solidified and reshaped, the icy blue spirit stained with oily darkness. The exposed bone filled with blackness and became it; the ethereal mane liquefied and dripped down it's neck. Small claws poked out of its hooves and fangs grew from its mouth. The blue glow in its eyes intensified as it floated into the air, shadows whipping around it in a gale of darkness. The entire well flowed into the windigo and absorbed into its body. When it was over, the new creature floated over a dry pit. It breathed in and out, each breath a gasp of smoke.

The newly remade creature was Gloom, its past appearance now the same as its present day form. Gloom flew off, muttering incoherently to himself. A short distance away, past Discord could be seen with a bag of popcorn and a soda.

The scene changed rapidly. Ponies travelling the lonely roads began disappearing, villages became bleak and depressing, happiness seemed a rare oddity. Seasons came and went as the problems worsened. Unicorn wizards and magicians began disappearing as Gloom abducted them for their knowledge of magic and their powers. All the while, Gloom watched and listened and learned, but stayed just out of sight. Twilight had trouble keeping track of all the things that passed before her in the blink of an eye. At last the scene stopped. It was the Crystal Empire, then just a small town, the great crystal palace only just beginning construction. The town was in ruin, rivers of darkness flowed through the streets and cries of despair echoed throughout. Gloom stood triumphant over a broken alicorn.

"By Celestia! That's Princess Amore!" Twilight recognized the princess from very old paintings that still hung in the crystal palace and from the old memorial that stood in the Empire's graveyard. The legendary princess lay broken and defeated, her body rent by wicked claw marks and bathed in dark magic. Her breaths were ragged and slow, but she was still alive. Of course she's alive here, Amore didn't die until the rise of Sombra. The Empire was fully built by then so this would be at least a few decades before. Even Celestia didn't exist yet this long ago. Twilight thought. Evidently, the princess had put up a terrific fight, the chamber around them looked like a war-zone. The Crystal Heart floated a few meters from Gloom. The dark spirit was casting some sort of spell, his magic gathered across the town as he muttered incantations. The spell's focal point was the Crystal Heart itself, but the heart seemed to be resisting and Gloom's spell-work kept falling apart as he tried to build it. He stopped short as the sound of galloping was heard from outside. Two ponies charged in, one was Clover the Clever. Clover looked almost middle aged, a sharp contrast to Hearthswarming, where she was in her teens, barely a mare. However, Twilight was too busy staring at the other figure, Starswirl the Bearded, the greatest wizard in pony history. There, right before her eyes was a legend.

"Not a step further shade, the heart will never be yours," Starswirl's voice was of a higher pitch, and somewhat thin and reedy, fitting for his apparent age. Even this long ago Starswirl looked as old as Granny Smith. The history books could never agree on how old Starswirl was, he was already quite wizened when Celestia was born and even Clover had written that he was old when she was a filly. They also had no idea when he died, he just disappeared sometime before the reign of Discord. Despite what may have been extreme old age, he had a quickness to him, an energy and liveliness that rivaled Pinkie Pie. The bells on his hat constantly jingled and he couldn't seem to sit still.

"Silence wizard, you are beneath my notice! Oh Clover, we have a score to settle and there is no fire to protect you this time."

"Your kind is gone windigo, leave Ponykind alone and maybe you won't die as well," Clover's glared at Gloom.

"I am much more than a windigo now, I am despair itself, but words are wasted on the dead!" With these words Gloom stomped a claw on the ground and waves of darkness surrounded the two wizards, trapping them. Gloom then began charging a sphere of pure anti-light in his mouth. The sphere surged with energy and began spinning.

"Quickly Clover! Use the elements!" Starswirl yelled and with a wave of his horn the elements of harmony floated out of his saddlebags and hovered in front of them. Clover and Starswirl began concentrating, channeling their magic through the 6 gems. With a roar, Gloom fired and his blast soared towards them like a cannonball. The elements shined in answer and a rainbow shot forth from them. The rainbow collided with the orb of darkness in midair. For an instant, the rainbow was pushed back by the torpedo of death, but then Gloom's attack slowed and cracked under the rainbow's power. With an explosion the ball shattered and the rainbow scattered it to the wind. Gloom leaped to the side, dodging the beam.

"One does not simply dodge the elements of harmony," Discord said. Instantly the rainbow made an impossible 90 degree turn in midair while simultaneously doubling its speed. Gloom let out a bloodcurdling scream as the rainbow struck him. The scream quickly became muffled and then silenced all together as Gloom vanished in an explosion of blinding light. When Twilight could see clearly again all traces of evil magic were gone and ponies were starting to wake up and recover. Where Gloom had stood a large stone had appeared. Starswirl walked up to the stone as Clover rushed to attend to Amore's injuries.

"Once everypony is okay we will need to figure out what to do with this," he said.

"Yes I suppose a 'do not touch' sign will not be enough," Clover replied as she bathed Amore in healing spells.

"I was thinking we could transport it to Everfree, near the tree of harmony. We will be there anyway to return the elements and the Tree's power will keep the prison secure. Everfree's magic will also serve to guard the prison, few intelligent beings dare travel there and the forest's constant shifting will hide it."

"Teacher, won't it eventually break free? No prison can last forever. We should destroy it."

"No Clover, we don't have the means. The elements cannot kill by their nature and you still don't know how you summoned the fire before. I dare not let that thing near the Crystal Heart again nor will I let it out of that rock for even a second. No, I fear that I must once again pass monsters down to future generations."

"What of that magic you were researching, the kind that can turn bad to good, the source of the Tree's magic?"

"I'm not even close to understanding it. I don't know, the more I study the further the answer seems, there is something I'm missing and I think it might have to do with the fire you summoned years ago, but I just can't make the connection." Starswirl sighed, "But we have more important things to do right now, like restoring Crystal Town."

"And that's the whole story. I'm ashamed to say that I found the whole thing entertaining until recently and a great deal of it is my fault. It will be many centuries until I can live down my past evils," Discord sounded forlorn.

Suddenly Twilight was back in the field with her friends and Discord. The ponies and dragon took a moment to shake off the vertigo from the sudden shift.

"Hey what happened to my popcorn?" Pinkie asked. Discord snapped his fingers and a bag of popcorn appeared in Pinkie's hooves. "Thanks!"

"Wow that was an amazing story, but we've wasted too much time. There's no telling where Gloom is now or what he's done while we've been sitting here!" Rarity started panicking.

"Weren't you listening? I said that that was all in your heads. I transferred knowledge directly to your memories. Only about a minute and 18 seconds have actually passed." Discord held up a stopwatch and showed them that it said 1:19.

"So what the hay do we do now?" Applejack asked.

"We need to tell Celestia now!" Twilight said.

"Might already be too late for that, look, some of Gloomy's magic is on the letter she forwarded to me. When she sent it he must have been nearby," Discord held up the letter, which had a small amount of dark energy radiating from it.

"Then there's no time to lose! Discord, take us all to Canterlot now!" Twilight said. Discord gave her a deadpan look. "Sorry, please take us."

"Of course, to Canterlot!" Discord snapped his claw and they all vanished in a flash.

Author's Note

Sorry for not updating in a while, hopefully a longer chapter makes up for it.

Incorruptible

The ponies had gathered around the Tree of Harmony, waiting for some indication, some sign of what to do, but the tree was silent, its glow dim. 6 ponies and one dragon sat grimly in the dark cave around the physical form of the great spirit. Twilight had left a short time before after they had spent some time with the tree, she said that there was something important nearby that she needed to get. She had assured the others that she would be back quickly.

"What if nothing happens? I know this is the tree of Harmony and all, but I can't imagine it just saving the day out of nowhere," Sunset mused.

"Well it did before, but then again, we had to get all these keys and learn about friendship and figure out this great truth at the last moment," Pinkie rambled.

"Well I don't recall any big friendship lessons happening lately," Applejack thought aloud.

"Nor do I, things have actually been uneventful until that dreadful monster came and started the end of the world," Rarity shuddered, "Oh I can't imagine what all those poor souls he has absorbed are going through."

"And there's so much dark magic in the air, even the animals can feel it. The few I spoke to on the way here were either hiding or getting ready to go South to escape Equestria," Fluttershy whimpered.

"The more I look at it, the less I think the tree will be saving anyone. Doesn't something seem kinda off about it?" Rainbow hovered around the tree.

"It looks like it did when those vines were on it, like it's dying," Spike put a claw on the base of the trunk.

"The Tree of Harmony survives on friendship, love, and the like. With Erebus running rampant and absorbing everypony good magic is in short supply," Twilight landed at the entrance to the cave with a small saddlebag strapped to her side, "And Harmony is using most of her magic keeping him sealed."

"Twilight! What did you need to get that was so important?" Sunset asked. Without a word, Twilight opened her saddlebag and levitated a small necklace out for everypony to see.

"The Alicorn Amulet!" Rarity gasped.

"But ah thought Zecora locked that evil thing away?" Applejack said.

"She did, only she and I knew where it was. I actually hoped to destroy it one day once I figure out how, but desperate times."

"You're not actually thinking about using it, are you," Rainbow asked.

"The amulet is one of the most powerful artifacts in Equestria. When worn, it greatly enhances both power and control, it might allow me to finally use all the magic locked inside me. That might be enough to stop Erebus."

"Yes, but it also changes anypony who wears it. Trixie became something awful," Fluttershy cringed.

"Do you all trust me?" Twilight asked. They all answered yes. "Then I promise you that I won't let the amulet corrupt me. Nothing could ever make me hurt you and no amulet, magic or not, can make me into what Trixie became." Twilight turned and walked slowly to the entrance of the cave. "Now, I need you all to stay in here until it's over, I can't fight with everything I have if there's a risk of any of you getting hurt."

"Twilight!" Spike ran forward and hugged her, "Just be careful and come back, okay?" Twilight silently returned the hug, but didn't answer.

For the next few minutes, Twilight sat in the open ground outside the cave, her eyes were closed in concentration as she meditated, the amulet in her front hooves. The others watched from the cave.

"I can't let her do this, I have magic, I can help," Sunset started to go after her but Rarity put a hoof in the way.

"Wait dear, as much as I hate this Twilight was right, no magic you or I or any of us possess can do anything against that monster Erebus. You would just be in the way."

"I hate this, I feel so helpless," Rainbow looked anxious.

"If anypony can do this, it's Twilight, right?" Fluttershy looked uncertain despite her words.

The sky looked dark and empty, the world was silent as the ponies waited. Then, out of nowhere, he was there. There was no sign or sound to mark his coming, Erebus simply stepped out of the shadows under the trees. He wasn't enormous, he could be but he felt no need, so instead he was at his default size slightly larger than a griffin. He began walking on all fours towards the cave, almost casually, not even acknowledging Twilight, who was between him and the entrance. His mouth was twisted into a hideous grin and he drooled black saliva as he neared his goal.

"And so it is down to you and it is down to me. I will enjoy finally ending this Starchild, your magic, Harmony's magic, all magic, will be mine and I shall be truly free. Do you have any final words?" Erebus was a few yards from Twilight now. She opened her eyes and looked up at him

"Do you?" Twilight said, then in one quick movement she clasped the amulet around her neck. A second ticked by without anything happening. Gloom stood there staring at the amulet Twilight seemingly pulled out of nowhere as realization dawned on him. Then a violent explosion of magical power. What Twilight felt was indescribable, all her power was released and channeled through the amulet, moving on a will of it's own, the restraint spell broke as the amulet seized all of her magic and let it flow free. However, she felt no pain, her horn didn't crack and her fur did not burn despite the massive heat and energy she was generating. The amulet protected her even as it enhanced her already immeasurable stores of magic. She expected at least some pain but instead what she felt was almost pleasurable, was she always this strong? With power like this she could do anything. It was becoming difficult to think, as if she was in a red haze. Something whispered to her, egging her on. She could crush this so called god with one hoof, maybe even take his power for herse-NO! Twilight started, wondering who interrupted the whispers when she realized it was her own voice. What was she thinking?! Before she could fade back into that red haze she grabbed onto a mental image of all her friends, it was her anchor, a reminder of who she was and she would not let a piece of jewelry take it away. With her heart and soul filled with friendship, she was incorruptible. "Listen to me, I'm wearing you, I'm in control," Twilight forcefully whispered to the amulet through clenched teeth, her eyes bright white with power. Twilight woke up.

The first thing she saw was the blazing red aura around her body, swirling, fiery energy. The amulet was shining like a beacon on her neck. Her normally violet coat was dark crimson and her mane and tail were maroon flames with a dark purple streak running through them. She could see from the large trench dug into the ground and the line of broken trees and brush in front of her that Erebus had been hurled back when her energy had erupted. A burnt crater smoldered around her hooves. She turned to the cave, her friends were safe, but they backed away when she turned to them. What she didn't know was that her eye color had changed to a striking bright crimson and her gaze had an unsettling pierce to it. Spike stepped forward,"Twilight is that you?" She responded with a warm smile.

"Who else would it be Spike?" The ponies and dragon in the cave all exhaled in relief and visibly relaxed, then tensed up again as a roar echoed from somewhere in the forest. Erebus flew out of the brush like shadowy comet aimed at Twilight's back, impossibly fast to all, except Twilight. Her magic guided her as she kicked with her hind legs, catching Erebus in the face. Instead of shattering from the impact, her legs held, her body immovable as the magic flowed through her bones and muscles, pushing her body past its peak and beyond into the supernatural. Erebus shot up into the air, rocketing up and up into the clouds. A crimson blast from her horn launched him further into the atmosphere. Twilight followed, leaving a red trail as she soared into the sky. The two combatants breached the cloud layer.

Erebus stopped himself midair and rushed towards Twilight. As he flew he reached down into the clouds, at his touch they darkened. Lightning surged through the clouds and into his claws as the smell of ozone crackled in the air. With a wave he hurled a thunderbolt at Twilight. She blocked with a bubble shaped barrier and teleported, taking the now lightning charged barrier with her. With a flash she appeared above him and slammed into him, her shield cracking and sparking as it impacted. Erebus seized the bubble, his arms morphing into crystal swords to pierce it. Twilight vanished again and appeared below him, but he kicked downward, catching her in the face. Another barrier caught the brutal strike less than an inch from her face. Twilight plummeted down from the blow, falling into the clouds. As she fell, a pulse of magic erupted from her horn, freezing the water vapor in the clouds and hurling thousands of shards of hail at Erebus. He rushed through the stream of hail and tackled Twilight in a blitz attack. His razor claws seized her barrel, a thin barrier preventing them from gutting her. The heart pulsed, seeking to absorb her, but her fiery aura intensified, breaking his grip. In midair they twisted and tumbled as she evaded his grabs and swipes. Twilight's wings flapped frantically, trying to break out of the fall. Her horn was facing the wrong direction, she couldn't aim it at him properly. But it didn't matter, she fired anyway, the blast propelled her hoof first into him for an improvised kick/push off. Both were thrown in opposite directions. Erebus hurled several balls of dense, liquid shadow. The magic missiles flew towards Twilight as she performed a series of short range teleports and maneuvers to dodge, but they kept coming, gaining speed as they tracked her. Just before they could catch her, she summoned another bubble to stop them. Instead of being absorbed or deflected, the shadow stuck to the barrier, spreading across it and coating it to surround her. The shadow then contracted in an attempt to crush the bubble and Twilight with it. Thinking fast, Twilight teleported out of the collapsing bubble. The globs of shadow separated again and continued to pursue her. Twilight shot towards Erebus, flying as fast as she could, just before they would collide, she teleported and appeared behind him. Erebus turned to follow, but his own projectiles slammed into his back. While he was stunned, Twilight appeared above him and with a pulse of raw magic she charged. Twilight surrounded herself with a field of protective magic and entered a nosedive, tucking in her wings and spinning like a drill as she tackled Erebus horn first. Erebus fell down from the sky, a purple and red comet driving him down into the ground. A shockwave shook the Earth as they landed, the impact so great that it forced Erebus to spit up the Crystal Heart itself. Seeing her chance, Twilight grabbed it in her magic. With a mighty flap of her wings, Twilight flew upward and fired every ounce of magic she could muster down at her foe. The beam intensified and widened, blowing a hole deep down. When she finally stopped she realized that her attack had pierced the very crust of the world, causing the hole she had carved to fill with magma, burying Erebus somewhere way down below. Taking advantage of the opportunity, Twilight cast a spell of cold, turning all the released lava into rock. Twilight landed in the center of the hundred meter wide circle of black rock she had made. She needed to finish this. She touched her horn to the smooth igneous rock, muttering an incantation. A thin stream of energy left her horn and weaved down into the rock, seeping into cracks and spreading outward in a circle. The magic formed a large seal that spread across the filled crater, runes glowed and spun as Twilight whispered the words of binding she had learned from the writings of Starswirl himself. With a final word, the seal burned itself into the very rock, glowing white hot as it attempted to trap whatever was below it.

For several tense minutes, Twilight stared down at the ground, praying her seal would hold. Then the glow faded, the seal was now physically carved into the ground and Erebus was bound. Twilight relaxed, with the seal in place and the heart with her neither Erebus nor his puppet Gloom would be able to free themselves, it was over. She could see her friends in the distance, running over to where they saw her and Erebus fall. She floated the heart over to herself, it was terrible to behold, a dark sphere of concentrated evil, hard to believe that it was the same Crystal Heart. So many ponies trapped within, so many tortured souls powering it, the things that could be done with such power, the things she could do with such power. Twilight shuddered, she recast her suppression spell and took off the alicorn amulet, glad to be rid of the temptations it slipped into her thoughts. She looked at the two artifacts of dark magic before her, thankful that she had the magic of friendship to ward off the infinite opportunities for corruption sitting in front of her. She smiled as she heard her name being called by Spike and Sunset, it always amazed her at what she could accomplish when she fought for friendship. She still needed to find a way to free all those who were trapped in the heart and return it to normal, but she was sure that it could be done. She turned away from the evil trinkets to see her friends.

"Don't worry my friends, it's over."

"Yes, yes it is," Erebus whispered from behind her.

Author's Note

After so long the penultimate chapter is done. Just a little more, bear with me and let's finish this together dear viewer.