Dusk Over Equestia

Prologue - Whispers

Ponyville Library

The sun was hanging low over the horizon as Equestria approached the time where Celestia ended the day and her sister called forth the night. Shadows were beginning to stretch and darken in the heavy golden pre-dusk light.

Twilight Sparkle was working alone in her room at the Ponyville library, trying to create a new spell. After a few conversations with Applejack, Twilight had been alerted to the fact that some of her behatted friends' many crops would die off or yeild poor fruits, regardless of how well they were maintained by the Apple family. Even though it was a natural occurance the existance of such waste did not sit well with the order-loving librarian. Seeing an opportunity for directed magic experimentation Twilight had quickly volunteered to see if she could do anything to help amend the 'situation'.

Now she was in the middle of a rather complex and delicate process. In order to test her attempts properly she had five trays of thornless white roses that were just beginning to bud arrayed out in front of her. What she was attempting was something that was almost universally accepted as an impossibility, mostly due to the approach that other ponies had used in the past - using magic to strengthen an entity's life-force. Twilight had heard enough horror stories of mages who had tried and failed Arcano-Vitalus augmentation from princess Celestia to attempt the feat. It seemed that in most cases the process extinguished the life of the subject, if the subject had a lifeforce equivalent to or greater than the caster's magical ability then the caster was usually obliterated by feedback.

Twilight's proposed solution to this problem was instead of using the spell to directly force the plants into good health, she'd develop a spell that provided lingering nourishment and created the ideal conditions for the crops to bear fruit. She'd already succeded in generating the desired affects on solitary flowers, but was hitting a wall in making the spell work on many of the plants at once.

After the eighth time her spell had sputtered and died the lavender pony was feeling disheartened.

"Come on Twilight, you can figure this out."

Once again she called forth her magic, letting the power burn through her body before closing her eyes and focussing it in her horn, which became wreathed in purple energy. As she began the difficult task of weaving the many threads of magic that would carry her spell to all the roses in the middle tray and bind the spell to them Twilight noticed something strange. It may have been the intense concentration, the power running through her or her mounting frustration but she could have sworn she could feel rather than hear an almost imperceptible sound.

Outside, the sun finally dipped beneath the horizon, throwing all of equestia into shadow.

The second the sun's light no longer reached her Twilight felt her power surge inexplicably, threatening her spell. As she fought to contain her suddenly more potent magic, Twilight could hear the strange noise increase in volume. It was still faint but it sounded like the breath of wind through trees. Twilight began to focus her attention to this new sound, something about it called to her and stilled her fraying nerves. The more she concentrated on the sound the less she became aware of everything else. There was just herself, the presence of the flowers, her spell and the noise.

After devoting her attention to it, the quiet rasping resolved itself into a strange chorus of whispers at the edge of hearing.

Twilight devoted all of her attention to the whispers, to the roses, to the the spell, to the whispers, to herself, to the ceasless whispers.

Night fell as princess Luna raised the moon and cast the stars across the sky, plunging Equestria into darkness. Twilight snapped out of her strange reverie at the sudden change in light, falling backwards in surprise. Ponyville's librarian released a breath she had not remembered holding just as the sound of her door opening heralded the appearance of Spike.

"Hey there Twilight, you ready to go?"

The lavender pony was still slightly disoriented from the strange spell surge.

"Oh, hi Spike. Wait a sec, go where?"

"Come on Twilight, you do remember you're having a sleepover at Rarity's don't you?"

"I'm..."

Twilight leapt to her feet, a look of horror on her face.

"Omigosh! Spike I have no idea what time it is, oh Celestia I'll be late! T..t..tardy. I've gotta-"

"Calm down Twilight. It only just turned night time, I doubt anyone else has even left their houses yet. Not to mention you packed everything you'd need this morning."

At Spikes' words Twilight seemd to deflate and all the panic went out of her.

"Phew, that's good, okay I suppose I should gather my things and get ready to go then. I don't know what I'd do without you sometimes."

The young dragon grinned at the praise.

"Heh, It's nuthin'. Anyway how come you're in such a tizzy? It's not like you to forget an appointment."

Twilight's face fell slightly as she recalled what had taken all her attention.

"Yeah, I know. I was just hoping I could finish that spell for Applejack before I had to go to the party."

"Um.... Twilight? It looks like it turned out pretty well to me."

"Huh?"

Twilight spun to look at her testing apparatus and let out a gasp of surprise. Where there had been trays filled with individual budding rose plants had grown a grand rosebush in full bloom. The tangled mass of stems and flowers reached almost to the celing. Twilight dimly noted that all the trays, not just the central one that she'd been focussing on, had all undergone the spells' effects.

"Wonderful! I'm so glad the spell succeded. Maybe it worked a little too well, I mean look at the size of that mess, but what matters is that it worked! I need to take notes and readings an-"

"Twilight. The slumberparty?"

"Oh yes! You're right, I can take notes when I come back tomorrow. We should be underway already, oh I hope I'm not late. C'mon Spike!"

The young dragon simply rolled his eyes.

"Coming Twilight, just how could I be such a slowpoke."

Levitating her pack to her, Twilight blushed and let the matter lie.

"Okay then, this'll be so much fun."

Suppressing a squee of excitement Twilight rushed though the library door with Spike in tow.

In her haste she did not notice that the roses had changed their colour from white to yellow, or that they now sported wicked thorns.

The road to Tartarus

With night having fallen not too long ago, the arrow-straight stretch of road should have been devoid of travelers. Tonight however, a small group of Celestia's Solar Guard were taking the long trek toward the village of Redgate. The small, middle-of-nowhere settlement was really little more than a couple of farms and a flour mill surrounded by a sturdy stone wall, it was completely unremarkable and would probably have been forgotten by Equestria at large if not for the town's proximity to Tartarus.

Because of the village's location, Redgate is primarily considered an the early warning station in the event that the creatures imprisoned in Tartarus be set free. As such Celestia had long since allocated the village and it's residents a budget equivalent to that of a military outpost. All residents of Redgate undergo mandatory training in proper penmanship, the keeping and use of messenger birds and tending to the needs of Cerberus. Although in the case of an emergency every resident is able to raise the alarm, the mayor of Redgate sends daily status reports to Celestia.

Usually...

Redgate had fallen silent two days ago.

Thanks to this, Sgt. Stonewing had been sent along with two newly appointed guardsponies to investigate why Redgate had missed two reports. Not usually a difficult task, but his present companions were giving him a headache.

"...then again, isn't Redgate going quiet kinda ominous? What if Cerberus has run off again?"

"I doubt the townsponies are gonna let that one happen again anytime soon, apparently the mayor took it as a loss of face when the Princess's wonder-student returned the overgrown pooch."

"Which princess? Remember that we have two again now. Geez, if any of the Lunar Guard catch you casually forgetting about Luna you're in for it."

Letting out a sigh or resignation, the iron gray pegasus knew he couldn't hold it against the newbies for rambling to each other, they had every right to be bored - Stonewing's poor flying endurance was common knowlege among the guard and was the sole reason the three of them were still walking towards Redgate instead of flying homeward to Canterlot right now.

The good news was that they were nearly there, the village's gate should only be a few hundred meters away. Not that they could see it, there was a huge fog bank ahead of them that blanketed the landscape from view. Behind him the two guardsponies were beginning to get competitive.

"...puh-lease. You and I both know that I could lap you 'round the Snowline Circuit on my worst day."

"Sure, in your dreams maybe."

Understandable or not, this was ridiculous. Craning his neck around to fix his companions with a stare, Stonewing's gravelly voice cut right through the petty argument.

"Settle down, if you wanted ta spend your time arguing about who the fastest flyer is you woulda' applied for the Wonderbolts, not the Guard."

The younger pegasi glanced at each other in embarassement for a second before slipping back into talking about less competitive subjects.

Satisfied, the veteran went back to looking ahead - and was slightly startled to notice that they were completely enshrouded within the dense fog.

'There is no way we've come this far into the fog in the time it took to calm that brag-fest.'

Something wasn't right.

Sgt. Stonewing's nerves were ajangle as his muscles stiffened and he strained his senses to try and detect any sign of danger. Danger that he knew they were in.

"...-ell don't you think that Vinyl Scratch is pretty hot?"

'You have got to be kidding me'

The newbies were oblivious to anything out of the ordinary.

"You two, Quiet." He went unheard

"Sure, I guess, but I hear she's got something going on with that grey cellist pony."

"Seriously!? Where did yo-"

"At attention Guardsponies!" To their credit, the newbies snapped to attention immediately. After that it took them even less time to read the atmosphere.

"What's wrong Sarge?"

Stonewing was silent for a few moments, looking around warily.

".....We're surrounded lads."

Although fear and surprise flashed across their faces, the two newbies reacted like true members of the Guard and immediately stood back to back with him, forming a rough circle. The grizzled veteran couldn't have been more proud of them, even so, they couldn't see more than a few feet in any direction. His admiration swelled when they began to calmly ask for a sitrep.

"How many of them?"

"Dunno lad, definitely over ten though."

"How long have they been there?"

"No doubt they've been tracking since we entered this murk. Probly' had us pegged before then."

"Any idea what they are?"

As if in response to the colt's question they were all deafened by a malevolent howling. Noise pressed close in the heavy fog, the damn howl sounded like the thing was standing right on top of them.

"Timberwolves..."

The word seemed to summon the beasts themselves, Stonewing had no sooner said it than they were swarmed by oaken teeth and claws, all to a cacophony of deafening howls.

For a few desperate moments the ponies fought: bucking wildly, kicking and tackling the frenzied predators.

As more and more of the timberwolves manifested from the fog, the Pegasi worlessly took to the sky as a single unit. After flying upward for a few minutes and the howling died away, the Guard team began to talk, still climbing.

"What in Celestia's name was all that about!? Timberwolves stay in the Everfree forest, and they only attack if you enter their territory, what are they doing abushing us on an open road miles from their home, so close to a town!?"

Both of the younger ponies turned expectantly to Stonewing.

"I don't know lads, I really don't. But something about this whole situation is screaming 'wrong' to me. Wait a sec... how long have we been flying upward for?"

Despite getting a 'we have other things to worry about' look from the other two, one of them answered.

"Around four minutes now."

"....And don't either'a you kids think we should'a cleared this fog by now then?"

He saw the worry set in when they understood: at the speed they were moving at they should have been above the clouds by now, yet they were still flying through the same claustrophobic shroud of the fog bank. He needed them to keep it together, they still had a job to do.

"Alright then, here's what we do lads: we'll drop down, carefully mind - dive at speed and we'll hit the ground before we see it, we find the road again, we fly low and fast and follow it toward Redgate. We'll get a hold of the situation there."

"Yes Sir!"

With that the three pegasi inverted themselves midair and went groundward. When they found the road again, there was neither sight or sound of the timberwolves. They resumed their journey in professional silence.

After what felt like far too long, the stone wall of Redgate suddenly jumped out of the fog at them.

When they changed course and soared over the top of the wall there was a collective gasp of horror.

What had been a town just two days previous looked like a ruin, most of the wooden structures were now charred skeletons, many of the stone buildings had chunks missing from them, there was a gaping wound in the wall roughly opposite from where they had come over and what appeared to be a huge black pile of ash and debris was lying in the middle of the village square.

"Right then, lets look for survivors. Maybe somepony'll tell us what happened."

"Sarge, want me to try flying back to canterlot to request assistance?"

"Hold up, I don't want us separating. Let's do a flyby of the town and-"

Stonewing was interrupted by a voice calling out from the fog.

"Unfortunately, you gentlemen have entered a no-fly zone. You are to be immediately grounded. hahahaha"

On the word 'grounded' all three pegasi were surrounded by a red glow and then struck by a sudden paralysis in their wings. They dropped like stones whilst the voice laughed.

Stonewing struck the ground and immediately had to bite back a cry of agony, he'd landed awkwardly, with all of his armoured weight behind his outstretched right wing.

It snapped like a twig under the force.

The newbies fared a little better, one landed on a sloping roof and near enough rolled to the ground, the other fell into a cart of hay, next to the pile of black ash, that was mercifully untouched by whatever had burned the rest of the town.

Grunting in exertion as he pulled himself up, Stonewing checked to see if his comrades were okay, they were largely unhurt, before asking one of them to fold his wing back to his side, the newbies looked sick when they saw that it was draped over his back, angled acutely in two places.

With his wing temporarily dealt with by tucking it under his armour, Stonewing wanted to find out how and why they had been robbed of their flight, but he was interrupted by one of the younger pegasi shouting out in fear.

The white colt had been poking at what they had assumed was a pile of ash, but on closer inspection looked like it was made of fur. When the newbie touched it the thing let out three pained whines and rolled over.

"Is that... Cerberus?"

Stonewing couldn't believe his eyes, it was definitely Cerberus, but the huge canine looked like it had been through a war.

On the losing side.

Before they could do anything about the injured watchdog, the mysterious voice from before called out again.

"Eccellente, Bello spettacolo."

The statement sounded condescending and was accompanied by an odd snapping noise.

Stonewing had had enough of this nonsense.

"Who's there? Show yourself!"

The snapping noise stopped and a pony's silhouette appeared across the village square from them. The voice was clearer now, decidedly male, and carrying what Stonewing recognised as the arrogance of nobility.

"Congratulations gentlemen! You have successfully run the gauntlet prepared for you, your tests should be over."

The voice then took on a more sinister tone.

"Of course, we have three applicants and only one spot for a volunteer."

Stonewing was liking this pony less and less.

"You talk big for somepony that hides away out in the fog."

The Solar Guard veteran was answered with what sounded like a tortured (dramatic) sigh.

"Ponies today have no appreciation for atmosphere. Very well, I have nothing to hide you uncultured ruffian, but know I resent the lack of stage-setting."

Stonewing and the other Guardponies took defensive stances - lowering themselves slightly, tensing up and getting ready to charge.

Nothing could have prepared them for the Pony's appearance though.

The newcomer was quite tall and slim for a colt, taller than any of the pegasi;

his coat was so dark it appeared black, although if they strained they saw he was actually a very dark red colour;

his mane was a pale whitish-brown, the colour of bone Stonewing decided, and it looked neatly trimmed to cover his left eye;

and Identifying him as a unicorn was an oddly shaped horn, Stonewing couldn't put his hoof on it but there was something off about his horn, it looked  squishy  somehow.

But the most startling thing about this pony were the folded protrusions at his sides.

"An alicorn! but that's impossible!"

More surprising was the pony's reaction, his face contorted in what looked like outrage for a brief second before suddenly smiling.

"You are correct on that one, it is quite impossible for me to be an alicorn. I am something..."

The protrusions suddenly split apart into a pulpy mass of writhing tentacles, which he stretched out smugly. He had three tentacles sprouting from over each shoulder, giving him six in total.

"...Different"

Stonewing was getting worried again, worse than when the timberwolves had them surrounded, this pony was dangerous.

The newbies were not handling the situation quite as rationally as the veteran. They were scared and seemed ready to bolt, or worse: do something stupid.

The malicious looking pony seemed to taste their fear, slowly advancing toward them, the sinister tone creeping back into his voice.

"Now then, as I said before we only have one position open, who wants to volunteer?"

On the last word the pony cracked one of his tenatcles like a whip, the sound seemed to shock the newbies into action, both of them charged.

Stonewing tried to warn them, attacking the pony was foalish until they knew what he was and what he could do.

"Don't be stupid lads! Dammit, stop!"

The pony's grin only widened as the two pegasi charged him, he himself began to charge at them. The pony's horn flashed an angry red colour: enveloping him in its' light, when the light receded he was a translucent red and moving unnaturally fast, dragging his tentacles low behind himself.

When the two guards reached the pony they made as if to bowl him over, only to pass right through him.

The pony re-solidified on the other side of the pegasi; his tentacles were now tangled around their legs, tripping them and wrapping tightly around the pair.

"It looks like you guys don't get the position! haha!"

Another red glow surrounded his horn as the pony then flung the two pegasi towards a central point in front of himself.

As the two newbies lined up in mid-air the pony discharged the magic building up in his horn, sending a bolt of ethereal energy into both the pegasi, carrying them into a wall and exploding in a brilliant red flash.

The dark red colt stood back to admire his work for a few seconds.

"Oh well, that'll keep them down for a good while, applicant number three I hope you last a litt-"

Stonewing wasn't letting him finish his sentence, the gray pegasus had kicked the tall pony in the flank with enough force to send him flying.

"How DARE you do that to them!"

As the pony tried to get up Stonewing barrelled into him, creating a tangled mess of tentacles, hooves and limbs in general.

Despite Stonewing having surprise on his side the other pony was using those tentacles to painful effect, and although stonewing's armour protected him from the worst of the whiplike attacks it didn't stop him from constricting the guard sergeant .

After a few minutes of painful struggling the pony had grabbed all four of Stonewing's hooves and had the remaining two tentacles encircle his body, lifting him into the air. The pony stood up , charging his horn with energy once again and bringing Stonewing's face up close to his own.

"You fight well, but it's still a foalish action. If it comes to force of arms I clearly have you beaten."

The tall pony grinned maniacally and nodded to his tentacles, pleased with his own joke.

"You might be right about that, but in a fight, sometimes you need to use your head!"

The grizzled veteran then headbutted the malicious pony right on his horn, and Stonewing was surprised when the horn somehow gave way to his skull, and was even more surprised when this caused the pony's spell to overload; blasting the two away from each other.

Stonewing crashed into the unconscious Cerberus, his opponent almost struck the stone wall of a house but instead turned translucent again and passed straight through, vanishing from sight.

Stonewing fought to stand.

"I am not gonna do that again anytime soon."

He looked about for any sign of his assailant but instead found that he had an audience. Surrounding him in the fog were monstrous figures, they were everywhere: on rooftops, in the shattered buildings, out on the streets but all of them indistinct in the fog, keeping their distance.

The Guardpony looked at the sleeping hound that had cushioned his landing. Without expecting a response he asked the dog:

"What happened here? What created all this madness?"

"The gates of Tartarus were thrown wide, and the creatures held there answered the call of the one who freed them, just as he answered the call of all who demanded that balance be returned to the world."

The tentacled pony was back and seemed annoyingly unhurt. His speech made Stonewing crack up though. The gray pegasus, began to laugh. Which seemed to both amuse and annoy the dark-red pony.

"What, may I ask, is so funny?"

"You, your stupidity mostly. The monsters kept in Tartarus won't listen to you, no matter what weird powers you have, they won't follow your commands. They'll destroy you, then try to destroy everything else in Equestria."

The pony then gestured wildly with his tentacles, making all of them point to himself.

"You think I'm in charge here!? I know full well that none of those creatures are going to listen to me. Why, I sometimes have difficulty making ME listen to me. I serve a higher power."

All his tentacles then pointed upwards to emphasise the point.

Stonewing laughed again.

"It doesn't matter who's calling the shots, they won't take orders from anyone."

"The Prisoners Of Tartarus Remember The Primordial Mists That Spawned Them. And The One Who Called Them His Dominion."

This new voice, if it could be called that, made Stonewing experience something he thought he'd forgotten.

Fear. Pure, unbridled Terror.

He could feel it vibrate his diaphragm, it crawled along his spine and it continued whispering in his head far too long after the speaker had ceased talking. Stonewing looked up and for a few insane moments thought he could see the night sky.

"Ah, master It would appear we have our volunteer."

The night sky, a night sky where the vast expanses of space were a dark purple and all the stars were a baleful green, contorting into maddening shapes and forms that swam and shifted across the universe.

"Very Well Highborn, I Accept Your Judgement In This."

Then a section of the insane sky unfolded itself, and began to stretch out toward him. Then Stonewing realised that it wasn't the sky and that his mind simply denied the reality of the titanic thing hanging in the air above him.

Stonewing tried to get up and run, just as the false sky fell on him, crushing him, burning him, drowning him, poisoning him.

Unable to bear the pain, Sgt. Stonewing of the Solar Guard tried to scream once, before the false sky and it's corrupt stars forced their way down his throat and past his eyes.

But before the blissful darkness released him from the nightmare he heard the false sky speak again.

"Equestria... Will Fall."