Dusk Over Equestia

by TheNeverborn

Rating: teen
Tags: Dark, Adventure
Length: 8325

The mane 6 need to stop an ancient terror that wants to put ponies in their place

"The Era of day and night is at an end. Welcome to the age of shadows."

Ponies have ruled Equestria for too long, the other races have summoned an ancient terror to knock them from their throne and return the world to it's feral, primordial state.

The Mane Six will have to give it their all to try and stop this deadly new threat, but will they all even want to stop the coming events?

After some unwanted truths come to light, Twilight Sparkle can't stay certain and why does this creature seem to have taken an interest in her?

my First fimfic, OCs inside but it's pretty much just the baddies. Dark, but definitely on the 'Batman' side of the spectrum, Contains: Terror, Injury and Insanity.

Published 1970-01-01 00:00:00 UTC
Last updated 2012-06-20 04:44:07 UTC

Whispers

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."

Error on the side of Caution

Chapter 1: Error on the side of Caution

Ponyville, Carousel Boutique

The air in Rarity's not so humble abode was filled with floating white feathers, a passing pony may at a glance mistake this phenomena as an effort to create a peaceful atmosphere. This illusion however, was rather literally shattered by the somewhat faster moving white objects whipping through the air.

"They're killing us out there!"

Twilight recoiled from the small peep-hole, that she had made in an effort to make sense of the madness outside her small haven, as another pillow struck the protective walls of her bookfort.

Re-sealing the breach with her magic, the lavender pony took measure of the situation; although the night at Rarity's had been fairly easy-going as their host treated her friends to some pampering and comforts the atmosphere had taken on a rather competitive (if not downright warlike) turn when the pillowfight was suggested.

Without any particular rhyme or reason to the process, sides were taken and teams formed:

Rarity and Spike had taken refuge in the former's grandiose four poster bed, draping spare bolts of cloth and fabric between the bed's pillared corners to shield them from incoming attacks.

Twilight, Fluttershy and Pinkie Pie had banded together, due in no small part to the fact that the latter two were simply swept up in the spell that Twilight used to construct her makeshift defences. Fighting in the rather enclosed space would have been... impractical at the very least.

In a surprise move the usually rivalry-oriented duo of Rainbow Dash and Applejack had called a truce. The formidable pair were currently the most aggressive attackers on the battlefield that Rarity usually called her bedroom, totally not because the two had packed extra ammunition for just such an occasion.

Applejack was situated behind a small wall of sleeping bags, bucking pillows with all the force of a pony artillery piece to bombard the other two camps.

Rainbow dash was zipping about the room on mad bombing runs as well as snatching up any fallen ammunition, making sure their side never ran dry.

After making a few more ineffective strikes at Twilight's book fort, the rainbow-maned pegasus shouted over to her earthbound ally.

"This is getting us nowhere, where did Twi even get enough books to make that thing?"

Before Applejack could answer Rarity chimed in, poking her head out from the protective drapes of her bed.

"Why darling, most of them are my magazines, some of those are only the most up to date and influential 'High Class' reading material on fashion known to Eques-"

Before she was dealt a sudden pillow to the face for her trouble.

"Nice shot AJ!"

The white pony gasped in mock-pain, touched a hoof to her forehead and fell dramatically backwards, effectively trapping Spike beneath her in the process.

With one faction out of the way Rainbow Dash and Applejack redoubled their efforts to bring down Twilight's bookfort.

Twilight herself was beginning to falter: holding up all the books and magazines was easy enough, forcing it to keep it's shape whilst under constant bombardment however, wasn't.

"We need a plan, and fast. I can't keep this up much longer."

Pinkie shifted about excitedly, in an effort to squirm closer to Twilight.

"I say we just lose the fort and rush them, they won't expect it!"

Almost unheard over the sound of pillows striking the fort, Fluttershy piped up.

"I think we can just let them tire themselves out. Then maybe we could ask them, if they didn't mind, to perhaps surrender?"

The lavender pony facehoofed, momentarily cursing the comrades she had been teamed with. Pinkie had no mind for strategy, just wanting to run around madly, Fluttershy didn't want to get hit and would advise caution regardless of the situation.

Sighing in frustration Twilight banged her head against the fort wall, eyes closed in thought. Without opening her eyes she spoke into the wall, half to herself.

"We could probably charge Applejack If she were on her own, It's Rainbow Dash that's the real problem, one opening and she'll be all over us. What we need is some way to remove her from the equation..."

After a few moments without inspiration or input from her allies, Twilight opened her eyes to a wall of text.

Which she read.

As word became sentence, and sentence became paragraph she recognised what book she'd hit her head against.

And it gave her an Idea.

Turning to her comrades, Twilight outlined her plan in hushed tones.

Outside the sturdy fortress Rainbow Dash stopped darting around and began to hover just shy of the high ceiling. The lack of activity from the bookfort had her suspicious.

"They're too quiet Applejack, I think they're up to something..."

Bucking another pillow toward the walls of literature the tan pony stopped to shout to her aerial ally.

"You worry too much, ah think they just can't do very much of anything right now 's all. I think-"

She was cut off by a rather smug sounding voice from the bookfort.

"~Oh Raaiiiiiinbowww~"

Said cyan pony narrowed her eyes at the voice, wary of tricks 'Pinkie Pie's in there after all, who knows what they'll do?' She decided to play along though.

"...What is it Twilight?"

"~I happen to have a first edition of the new Daring Do book~"

"REALLY! Um.. I mean... I don't believe you, It's not even been released yet."

"I'm a librarian Dashie, as well as one of the reviewers for the series. I get a premier copy whenever a new one comes out."

There was a brief shuffling of paper when a piece of the fort detached itself and began floating free of the rest, true to her word the floating hardback was indeed the upcoming 'Daring Do and the Silver Sphinx'

Rainbow dash could hardly contain her sudden desire for the book floating tantalisingly out of reach, all thoughts of pillow warfare forgotten.

"But I've already read it, so I guess I don't need it anymore."

With that, the young librarian forcefully tossed the book in the opposite direction of where she guessed Rainbow Dash was.

"Mine!"

From her sightless vantage point, Twilight smiled smugly as a satisfying crash resounded from somewhere behind her. She let her bookfort drop and quickly located a rather dismayed looking Applejack, flashing the poor earth pony an evil grin, quickly mirrored by her comrades.

Well, mirrored by Pinkie. Fluttershy actually looked slightly abashed, despite snatching up a fluffy projectile anyway.

Twilight broke the silence.

"Chaaarge!"

Applejack, not one to give up without a fight, abandoned bucking the pillows in favour of hoof-throwing them at her sudden assailants.

Lucking out Applejack scored the first hit, striking Pinkie full in the chest and causing Fluttershy to stop and crouch over her fallen friend.

"Oh no, are you okay Pinkie?"

Her quiet voice was at odds to the pink pony's mock-pained speech.

"Fluttershy... They got me-*gasp*...they got me good... everything... turning white."

Applejack and Twilight were having quite the face-off whilst this exchange took place, a flurry of close quarters flinging and dodging was involved.

Pinkie Pie had enough in her to impart a final request to her yellow friend.

"Get'em... Get'em good for me Fluttershy."

With that, Pinkie coughed up multicoloured streamers and confetti to the sound of a party-horn, then went still.

Something in the shy pony snapped.

"How Dare You!"

Everypony left standing was surprised at the outburst, even Fluttershy herself looked slightly taken aback for a moment, before remembering she was meant to be upset. Snatching up a pillow in each hoof Fluttershy leapt into the fray between Twilight and Applejack, to reactions of smug delight and horrified dismay respectively.

Stuck fighting alone against the sudden mage and berserker combo, the poor farm pony was quickly overwhelmed.

Twilight, breathing heavily, turned to congratulate her remaining ally.

"Wow Fluttershy, that was pretty awesome."

Fluttershy was staring at her intently, eyes wide... Disturbingly so.

"Um... Fluttershy?"

The yellow pegasus wordlessly slumped forward, fluffy whiteness resting on her back.

Only then did Twilight realise what had happened.

"Forget about me?"

Twilight raised her eyes to lock gazes with Rainbow Dash, who was hovering a fair distance away and sporting a rather large bump on her heard. A pang of guilt ran through her as she saw the painful-looking lump, but her rainbow-maned friend dispelled the negative emotion by grinning determinedly.

"Keep focussed egghead, It'll take more than head-butting a mannequin to keep me down."

Twilight mirrored Rainbow's grin, her horn began glowing brightly with the effort of levitating the pillows nearest to her into the air. Already she was doing a quick mental assessment of the situation.

'I have three pillows, Rainbow only has one, and she'll probably keep it till she gets close to make sure she doesn't miss.'

Twilight smiled smugly, she could take Rainbow out before then, she was certain of it.

"Lets do this!" (leeeeerooooooooyyyy)

As expected, the cyan pegasus exploded straight towards her opponent.

Twilight loosed her first projectile, Rainbow dodged to the side easily, but the lavender unicorn had been expecting this and sent the second pillow to intercept her new trajectory.

The young librarian had everything figured out: the first pillow would change Rainbow's flight path, the second would force her to slow down drastically in order to also dodge that one, making the final pillow an easy hit.

At least that was the plan.

The speeding pegasus surprised twilight by throwing her own pillow to deflect the second projectile.

Without slowing down.

Her clever strategy foiled, Twilight tossed her final pillow at Rainbow Dash in desperation. Although perturbed at her plan being ruined Twilight still believed she had won, her flying foe's reckless tactic meant she was now weaponless and moving so fast she couldn't dodge Twilight's final attack.

Not that she planned to, in a display of aerial finesse Rainbow Dash simply twisted and caught the airborne weapon mid-air.

"Oh you clever-"

Twilight was silenced by a pillow-wielding Rainbow striking her at attack speed.

Skidding to a halt, the triumphant Rainbow Dash threw her hooves in the air and cried out victoriously, as the last pony standing.

"Aww Yeah! That was AWESOME!"

Everypony rising from their faux-deaths, the seven friends in the room burst out laughing at the rather epic showdown that had just transpired.

Their night was filled with fun and joy, ignorant of the trials that dawn would bring.

Canterlot, Royal Palace

As midnight passed, the night air was still and cool, almost as if the great castle was wrapped in a shroud of tranquillity. All the hustle and bustle of the day was set down to rest, ready to continue with the morn.

Despite the quiet stillness, Princess Celestia was pacing restlessly back and forth, as if trying to wear a groove into the balcony overlooking the Canterlot Gardens.

The white alicorn was roused from her reverie by the sound of hoofsteps approaching her. A quick look through the open door to the palace interior identified the approaching form of her sister.

"Greetings sister, how art tho- I mean... uh, how are you?"

Celestia couldn't help but smile at Luna's still awkward speech. She had actually been quite pleased to converse with her sister in the now-archaic style of old canterlot, it was rather nostalgic. But Luna had been practising the modern informal way of speaking so intently that she just talked to her normally now. Still, she had to wonder just how badly her younger sister desired to become accepted again. Pushing the thoughts aside she tried to dismiss the smaller alicorn's concerns.

"Hello Luna... I'm fine, really. Just pondering a few things."

Evidently the star-maned alicorn wasn't buying it.

"Celestia... You've been looking at the floor like it's insulted you for the past half hour now."

Had it really been that long already? She'd been so lost in her own little world she hadn't noticed that she was being observed. Was she so worried that everypony could see her troubled thoughts on her face?

But of course, Luna wasn't just anypony. Even after her thousand year absence she still knew Celestia better than anypony else, except maybe Twilight. Looking at her sister properly for the first time that night Celestia could see that beneath the concern for herself something was bothering Luna too.

Sighing, the elder sister relented.

"I've been having a bad feeling of late. I feel... I feel as if something is happening just out of the corner of my eye, something at the edge of my perception. Always there, but gone whenever I try to look directly at it."

As she had relayed her feelings Luna's expression had went progressively from worried to grim.

"So it's as I had feared..."

Celestia was taken aback at the response.

"What do you mean?"

"Dear sister, the sensation you have describe mirrors the one that I have been experiencing. For how long has this sensation plagued you?"

This news was worrying, the feeling of some force working outside of her influence usually meant that they were operating in the dark, which was Luna's domain. But if something was happening, something neither of them could focus on... the implications were unsettling.

"For a few days now. It started around three days ago I think."

The princess of the night closed her eyes in contemplation.

"...That is also true of me."

When Luna opened her eyes again her voice took on a new tone.

"Do you have any idea what could be causing it?"

Celestia sighed once again, more deeply this time. She had not wanted to worry her younger sister with this, but she had been asked now and Luna was stubborn when she wanted to know something.

"The village of Redgate has been silent for over four days."

"Redgate has...And you didn't think We would like to know that we are unaware of events in Tartarus of all places! What were you thinking? You of all ponies should know what's held there!... what We... what you asked Us to..."

So shocked was Luna that she'd slipped and began referring to herself using 'the royal We' again. The subject had brought up memories that obviously pained her, the night-maned alicorn's voice cracking toward the end.

Celestia wanted to defend herself, but she knew that Luna was right, and that Luna knew better than herself what the great prison contained. After millennia of Tartarus being secure it was both natural and extremely foalish to assume that she was dealing with another false alarm.

She also owed it to her younger sister to be vigilant of Tartarus. She knew she could never repay that particular debt.

"You are right, of course. Yesterday I sent some of my guard to investigate the missed reports, the pegasus leading the group is known for taking his time, but he gets the job done. Thoroughly. Even so, they should have been back by now."

Luna's brows furrowed in thought, her darkened mood set aside for now.

"Should I send some of the Lunar Guard perhaps? A full squad prepared for danger may do better than the small scout team you sent."

"No. Even if you assembled a proper team it'd take them three days journey for anypony that isn't a pegasus. Unless they knew decent shortcu-"

Suddenly the Princess of the Day's face lit up.

"Luna, oh that's brilliant! I have an idea."

Without another word Celestia strode into the castle, there was a resident she planned on making use of. Somewhat stunned at the sudden change in mood, Luna followed her sister in curiosity.

She didn't need to wait long before getting the gist of Celestia's plan. The white alicorn had stopped at the gilded cage that housed the sleeping form of her beloved pet phoenix Philomeena.

"Philomeena, wake up please. I have a task for you."

At Celestia's voice the resplendent bird opened it's eyes, awake and fully alert in a matter of moments. Opening the cage, Celestia wasted no time in fabricating the phoenix's orders out of magic, creating a spellwoven roll of parchment that contained both the many messages for it's intended readers as well as a guiding spell to direct Philomeena to them. Not that the bird would really need it, but time, Celestia was beginning to fear, was of the essence. Finishing her spell, the white alicorn secured the parchment to Pilomeena's leg.

"You know who it is you seek. Go with all speed."

Luna halted the bird in her take-off for a moment though, her horn glowing a midnight blue.

"Wait Philomeena, I want to help too. Go with the blessings of the night, may the winds be in your favour and the moon light your way."

The spell would speed the phoenix on her way, the younger alicorn could assist this much at the very least.

Flapping at the air impatiently Philomeena tilted her head in askance as if to say: 'can I go now?'. Content that she had no further reason to stay the majestic bird took to the air, soaring easily out of the open door and into the waiting night sky.

The road to Tartarus

Sgt. Stonewing bolted awake, leaping to his hooves as every fibre in his body recoiling from some now-unseen terror. The gray pegasus immediately regretted the quick motion though, it made his broken wing shift painfully within it's bindings, and his unsteady legs gave out immediately after.

'But wait... that's not right is it?'

Thinking was painful, he felt as if he had woken from an intense and unpleasent fever-dream. Stonewing shook his head, trying to clear it of the ringing that had taken up residence in his thoughts. He remembered the mission to Redgate, the timberwolf attack in the strange fog, the deserted town, breaking his wing and the battle with the weird tentacled pony.

'What was his name?...Highbred?'

His body gave another involuntary spasm as he recalled the one that had spoken the pony's name. Not wanting to even try and remember what happened after that, the guard sergeant distracted himself by examining his surroundings.

He was a few feet away from the road, having apparently collapsed in a heap. There was a lit lantern just to his left, mercifully unbroken and, he noted with weak happiness, a magically powered model. Nearly fully charged too.

Turning his attention to himself he noted that his armour was missing and that his right wing was tightly bound by a very thick bandage. He had no idea who had treated him, whether or not this pony had taken his armour, or how he'd managed to escape Redgate and get here.

Or where 'here' was for that matter. Glancing around he fixed his gaze on a rather distinctly twisted oaktree near the road in front of himself. The veteran guard remembered seeing that same tree when they'd left the city a day prior. He figured it was roughly over a quarter of the way between Canterlot and Tartarus.

"How in the name a' Discord did I get this far!?"

The tree didn't answer him. Resigning himself to the persisting mysteries occurring tonight Stonewing decided to try his hoof at standing again, once he was up and mobile he would have to make his way toward Canterlot and alert Celestia to the situation. Grunting in exertion, the grey pegasus raised himself up on shaky legs, tottering till he found his balance. As if compulsed he immediately went over to pick up the lantern, grabbing the slim handle with his mouth. In doing so he inadvertently looked back down the road. The sight made him drop the lantern again.

The bank of fog blotted out the horizon.

It was still distant, a kilometre or so away from him, but there was no way it should be anywhere near this close to the city. By Luna, there hadn't been a breath of wind the whole time he was conscious, same for the outward trip. Definitely nothing natural had propelled the pale shroud the amount of distance it had travelled. This also uncomfortably reminded him that his own progress should have been impossible. Unless he'd missed a day and it was now the following night (which something in his gut severely doubted) there was no way he'd gotten distance between Redgate and here on hoof, he couldn't have flown on his busted wing either.

Despite being exhausted, deeply unsettled, and painful all over the Solar Guard veteran snatched up the lantern again and set off at a brisk trot, favouring the wisdom of letting his muscles stretch and get re-used to movement, allowing him to work up to a faster pace. Celestia needed to hear of this ASAP.

He had not long set off when something caught his eye, a flash of movement at the corner of his vision. Stonewing craned his neck to identify whatever he'd seen, the lamp swinging on it's handle.

There was nothing around, the road and it's surroundings were quiet and still.

The grey pegasus set off again, slightly quicker than he had before. He tried to focus on the task at hand, how long it would take to reach the city and what exactly he'd say to the princess. It would probably be morning by the time he got there, so at least he'd be talking with Princess Celestia, who he was more familiar with.

He'd not really spoken with Luna further than her short introduction to the guard officers upon her return from her imprisonment. There had been one other occasion when he'd had to stop a few of the jumpier guardsponies from trying to arrest Princess Luna after she resumed her role as Custodian of the Night, though they could have handled it better he'd be damned if she didn't look more like Nightmare Moon with her taller stature, darkened coat and starry, floating hair. She'd actually seemed rather gratefu-

He was once again pulled from his thoughts by something at the corner of his vision, a brief flash of deep purple and bright green.

Again he spun around, looking for something that could have caused the disturbance. Again nothing there was nothing there.

Becoming more worried by the second, Stonewing sped up again, moving at a quick canter. The pegasus became acutely aware of a presence behind him, there was no sound, no change in air pressure that alerted him. He simply knew something was there.

More and more the presence seemed about to overtake him, about to catch up and grab him. Unbidden, the memories of the creature that had taken up the whole sky above Redate returned to him. The searing agony of it's touch lingered at the back of his skull, the maddening resonance of it's voice echoed in his mind.

Faster he ran, turning a deaf ear to his cramping muscles as they begged him to slow and the screaming of his wing to stop.

No matter how much he accelerated, the presence kept pace with him. Stonewing knew that if he stopped the thing behind him would catch him. It would win.

His panicked dash inevitably led him to fall, making him drop the lantern and nearly causing the grizzled veteran to have a heart attack. As he desperately scrambled to pick the lantern up again he couldn't help but look behind himself.

There was nothing following him, nothing physical at least. His eyes fell on the pony-shaped patch of darkness that was his shadow.

Before his eyes the shadow distorted, moving in ways he himself wasn't, Stretching and warping in agonising ways he couldn't. The darkness itself was a deep purple, it's movements highlighted by a bright green trail.

IT WAS IN HIS SHADOW!

Recoiling as if burned, Stonewing turned away, suppressing a cry of horror and grabbing up the lantern.

He sprinted away, galloping faster than he'd ever done so before, biting down hard on the lantern's handle to deal with the agony shooting through his body.

No matter how fast he moved the hostile presence followed, even when he emptied his mind of everything but fleeing pushing his body past pain and exhaustion, he could always sense the nightmare at his back, always accelerating to match him.

So he ran on, fleeing his own shadow.

His shadow gave chase, never leaving him for a second.