Wrath of Dead Horse

by TerryCandleStick

Rating: teen
Tags: Main 6, My Little Pony: Friendship is Magic, Adventure, Gore, Princess Celestia, Dark
Length: 13981

An ancient foe of Equestria returns

While performing an inspection of Tartuarus for Princess Celestia with her friends, Twilight is paying homage to one of Equestria's greatest foes: The Lich known as Dead Horse. Upon arriving, they find the Cerberus dead and all the signs that Dead Horse has escaped. Princess Celestia summons her allies; but she finds that even the combined power of Discord, Shining Armor, and all four Princesses cannot defeat Dead Horse. She accepts that, with the Lich using her own ancient magic against her, only the Rainbow Powers can defeat him. As Equestria falls to the undead armies, Twilight springs a trap in a desperate attempt to bring Dead Horse's attack to a close.

Published 2015-10-11 06:20:02 UTC
Last updated 2015-11-01 07:59:09 UTC

Chapter 1: Emergence of Evil

Long ago, before the imprisonment of Nightmare Moon, there was a unicorn named Noble Quill. He was known for his ardor for success and his knowledge of magic. He accepted any challenge brought to him, and each one he conquered with vigor. Although, and perhaps because, he was one of Princess Celestia's closest advisers, many rumored his magic to be dark in nature.

One day, the rumors were confirmed by Star Swirl the Bearded. Noble was driven from Equestria, but not before vowing to conquer the land and sit on the throne of the Pony Kingdom. The surrounding kingdoms were informed of the vow, and they agreed to report any information acquired concerning him. Years passed without any word or sign of his attack.

Then, after a pony’s lifetime, the nations neighboring Equestria ceased communications one by one. Noble Quill finally attacked with a massive army consisting of minotaurs, griffons, and ponies that all marched, like himself, posthumously. As his force advanced, the land grew lifeless and the clouds became thin and wispy.

His force attacked multiple cities across the land simultaneously. The act of war drew the Equestrian Army from the Castle of Two Sisters and the Crystal Army from the Crystal Empire. In its undefended state, Noble Quill attacked the Castle directly with a small squad of his most powerful units. The Equestrian Royal Guard was no match for the evil Unicorn.

In the battle for the Castle, Princess Celestia and Princess Luna narrowly escaped with the Elements of Harmony. Noble Quill, claiming victory, promised a belligerent future for Equestria with endless expansion and conquest. But his reign was cut short. The two Princesses used the Elements of Harmony and destroyed Noble Quill and his elite units, but not before presenting the pristine emerald in which he had bound his soul.

The sisters proceeded to take the gem beyond the borders of Equestria. However, before their task could be fulfilled, Noble Quill’s magic took hold of Luna through a crack on the emerald. Using her, he vowed that he, Dead Horse, would return to take the land he coveted.

“Celestia released her sister of his control and saw that they were near the place of evil known as Tartarus. There she buried the flawed gem. Princess Celestia and Princess Luna then helped restore the neighboring kingdoms.”
Twilight Sparkle looked up from the book. “Isn’t the story exciting?”

“Not exciting!” Pinkie Pie said. “Like, super-duper scary!”

“Naw, it isn’t scary!” Rainbow Dash said and reared back onto her hind hooves and began shadow-boxing. “I could take down that Noble whoever like THAT!”

“Noble Quill, Rainbow Dash,” Twilight corrected her. “And you wouldn’t be able to touch him. The book goes on to describe his enchantments. Let me read you my favorite…”

“Hold your horses there, girl,” Applejack interrupted. “This ain’t no slumber party, so there ain’t no need for more scary stories.”

Rarity nodded. “Yes, I agree. Besides, there’s no reason to indulge ourselves with such a dreadful tall tale this early in the morning.”

“How can you call it a tall tale, Rarity?” Twilight protested. “This book details one of the greatest threats to Equestria and Princess Celestia’s and Princess Luna's reign. It’s an extremely important historical account.”

“But why did you have to read it when we are checking on Tartarus and its security?” asked a lump under a blanket.

“Because, Fluttershy, Dead Horse is responsible for many of the military procedures across Equestria," Twilight answered. "And it is an old tradition that erudite and military ponies come here to pay homage at least once to remember Noble Quill in hopes that this gesture will prevent his return, and...”

“Oh Twilight that Dead Horse story is ah bunch of hogwash!” Applejack admonished Twilight as she would Apple Bloom. “You should know better than to believe it.”

Twilight smirked proudly. “Well, since you don’t believe me, then you will just have to see for yourselves when we go inside Tartarus.”

“When we what!?” the other five ponies exclaimed together.

Twilight nods confidently. “That’s right! I am going through the mouth of Tartarus when we arrive and remembering Noble Quill, thus allowing me to check it off my bucket list.”

Rainbow began snickering. “Wait. Let me get this straight. You have a bucket list? And you put on it ‘remember storybook villain’? Haaah…!” She collapsed onto the floor laughing.

“He’s not a storybook character! He’s real!” Twilight shot back, feeling indignant.

“Alright, that’s enough,” Applejack said forcefully. “The train's coming up on Tartarus. We'll let Twilight pay her homage so we can finish our inspection for Princess Celestia."

As they all disembarked the train, Rainbow continued snickering. This intensified to full blown laughter when she saw all the ponies that had come to pay homage, all dressed in suits and dresses. "It's like a comic book convention hosted by The Stallion's Warehouse," she laughed as she clung to a tree.

Suddenly, the slow influx of new arrivals turned into a literal stampede moving back towards the trains. Twilight succeeded in flagging down one of the ponies.

"What's everypony running from?" She inquired earnestly.

"The gates!" The stallion practically yelled in panic. He had a distinct Canterlot accent. "The Cerberus is gone! It' s not inside nor anywhere outside! I'm not sticking around all those evil things... not without Cerberus here!" He then tore himself away from the discussion and continued running towards the train station. But a bit of his panic took hold in Twilight.

“This is bad! Really, really bad! No, not bad, it’s terrible!” Twilight promulgated frenetically. “Without Cerberus to guard the gates, all the evil things locked away can get out to destroy Equestria!”

Almost instantly, Rainbow seized Twilight and began shaking her. "This is no time to panic, Twilight! We have to make sure those things don't escape! Snap out of it!"

"Darling," Rarity said, frowning at Rainbow, "weren't you just laughing at Twilight about how ridiculous all this, eh, Dead Horse business was?"

"Yes," Rainbow turned and dropped Twilight. "But this isn't about Dead Horse anymore. It's about Equestria being attacked by Tirek again. Or worse."

“Well come on then!” Applejack said, helping Twilight to her hooves. “We’ll just find that big ol’ doggy and chain’em back up."

"Right," Twilight said. "Thanks Rainbow, I needed that. Now, we need eyes in the air!" The blue Pegasus saluted and shot up through the trees.

Twilight continued, "Everypony else spread out. If you see the Cerberus, call Fluttershy over. She can lead it back to the gates faster than any of us.”

The five dispersed, heading in different directions. Fluttershy and Twilight joining Rainbow in the air. Despite zigzagging all around, they didn't see any sign of the huge three-headed dog.

Resigning to defeat, the three met in the air. "Where is that dog?" Rainbow asked.

Twilight shook her head quickly. "I don't know. And we don't know how long it's been gone."

"Do you think one of those other ponies might have seen it?" Fluttershy asked.

"I doubt it. They were the first arrivals of the day," Twilight said.

Rainbow was about to respond when she heard a peculiar complaint from Rarity. “Ugh, why is this mound so icky?”

The three girls in the air looked down at the mound she was on. Rainbow was the first to notice, and she gasped with widened eyes. She stared at the mound that Rarity had climbed, seemingly in shock. In a monotone voice, she muttered, “Twilight, I think Rarity found the Cerberus.”

"Ahah!" The white unicorn screamed and leapt from the rotting carcass. Pinkie and Applejack ran up to see what was the matter.

"This is even worse than I thought!" Twilight exclaimed, once again near panic. "What sort of monster could defeat the Cerberus? It had magical enchantments to help protect it!"

"Probably the sort of monster that could make it decay this much in one night and scare off all the guardsponies posted near the entrance?" Pinkie offered. This was enough for Twilight to narrow down the list of villains.

With a shudder, Twilight said, "Girls, I think Dead Horse is the one that broke out." She began searching intently for evidence to support her hypothesis.

"Please don't say that thing is real!" Fluttershy begged as she walked backwards from the corpse. "Please don't say any of this is real. That poor Cerberus."

"Yeah, come on, Twilight," Rainbow agreed. "There has to be something else."

"Then how do you explain this?" Twilight said, almost triumphantly. She stood over a line of hooveprints. "As you can see, the front left hoof has a large crack. This is consistent with Dead Horse, who also had a cracked left hoof." Suddenly Twilight became alarmed. "Fluttershy, you're backing into his blight!"

The yellow Pegasus spun around to find herself surrounded by withering vegetation and ground that had taken a sinister shade of brown. Nearly in tears, she screamed and ran out towards her friends. "What happened to it? Who could have done... is it really him?"

Twilight looked her right in the eyes. "Yes, I'm sure of it. Dead Horse has escaped Tartarus. We have to inform Princess Celestia. Let's go!"

They ran as fast as they could along the walking path. From it they could see the blight coming like the tide, slowly and steadily making its way toward them. The train station burst into view as they rounded a corner. To their glee, the train they arrived on was still there.

The conductor seemed overjoyed upon seeing them. "Thank Celestia, Princess Twilight. I saw all those ponies, and I heard rumors of the Cerberus having gone missing. I refused to leave you, but I've been scared sick."

"I'm afraid those rumors are true, and something has escaped Tartarus," Twilight said softly. The conductor's fear seemed to wash over him with renewed strength, but Twilight placed a reassuring hoof on his shoulder. "I know. But right now, I need to get into Canterlot. As soon as you can manage."

The conductor nodded shakily, but after taking a deep breath, he worked smoothly over the controls. In seconds the train lurched backwards once, twice, and then was moving steadily towards the turnaround. Moments later it was screaming down the tracks, so fast that it inspired Applejack to stick her head out the window and give a holler.

But her distraction from the emergency was evanescent. The blight's path through the forest had nudged it up against the tracks, though the train was just outside of it. Some of the trees in the distance were already taken by the blight; they were barren of leaves, pale, and dead. But others were in the process of being consumed, and they were slimy and withered. The ground cover wasn't fairing any better, and what could be seen of the forest floor was that frightening shade of brown.

On the caboose, Rainbow stared into the sky with a worried expression. "Look!" She pleaded. The clouds were thin, wispy, and a sickly yellow color.

Pinkie walked up behind her. "I don't think those are going to rain lemonade when they settle over Equestria."

"They aren't going to get to Equestria," Rainbow said harshly. She dodged inside quick enough to snatch up a bag and then jumped out the open caboose. She returned a moment later, the bag full of the cloud. "After I show this to Princess Celestia as proof that Dead Horse has returned, I'm going to take this to Cloudsdale. Maybe it can pump out some clouds to block the blight clouds."

"That's a great idea!" Twilight exclaimed and jumped off her seat. She pulled out the book on Dead Horse. "Now that we all have acknowledged that he is our present enemy, we need to know what he can do."

"Yeah!" Rainbow was the first to get to the book. "Once we get a game plan, there's no way we can lose!"

The other girls cheered in unison and then settled down to read the book with Twilight for the remainder of the trip. When they arrived in Canterlot, they charged straight to the throne room.

Twilight threw open the large double doors. "Princess Celestia we have just returned from Tartarus, and we have a big problem. Noble Quill, the Dead Horse, has escaped!"

Princess Celestia looked alarmed at first, but then she laughed gently. "Princess Twilight, while I do enjoy the occasional bout of facetious joking, I don't think such an individual should be the subject of it."

Rainbow was next to jump in. After a quick bow, she opened the bag and released the sickly cloud. "She isn't joking."

The rest of the girls came into view then. Together they bowed, and Applejack stepped forward and spoke. "I didn't wanna believe her myself. I didn't wanna believe any part of that Dead Horse story." At this point, both Princess Celestia and Princess Luna were rising from their thrones. The cowgirl continued, "But when I saw the cracked hoofprints, the spread'n blight, and the dead Cerberus, I knew I had to believe her."

Discord Battles Dead Horse

For a moment, both Princess Celestia and Princess Luna were stunned. They slowly turned their head to look at each other, and the shared look seemed to stir Celestia to action. "We must act quickly! Follow me."

"Princess Celestia," Rainbow said, still stuffing the cloud back into the bag. "I want to deliver this cloud to Cloudsdale. If the city puts out lots of dense clouds, it can keep the blight clouds over the Everfree."

Celestia paused in her tracks. Her eyes darted around as if she were thinking hard and fast. Finally she said, "We never tried keeping the clouds back with other clouds before. But I remember that any healthy clouds that touched a blight cloud, good name by the way, slowly changed into blight clouds themselves. Still, it may buy us time if there is a cloud block to protect our skies."

Princess Luna stepped into the hallway. "I suggest we consult Princess Cadence and Prince Shining Armor. We should summon them here to Canterlot. Quill will expend countless hours discovering how Equestria has changed. We must not profligate this precious window of time."

Celestia nodded. "I agree. But we must summon all of our allies, including Discord. "

Luna gasped. "Sister, you cannot... Even after...?"

Celestia nodded slowly, confidently.

Luna watched at her sister for a moment, a look of discomfort marring her face. "Very well."

Celestia turned to Rainbow. "We must wait for the others before we decide when to create a cloud block, if we do at all." She turned sharply. "Courier!"

A stallion rushed in and quickly took the letters. If he had any qualms about delivering mail to Discord, he didn't show it. He was running down the hall almost the second Celestia ordered him to go.

"Princess Twilight, please accompany Princess Luna and I to the war room," Celestia requested firmly, starting down a hall.

"Of course," Twilight said and then turned to her friends. "I'll fill you in when I return. Just wait here." The girls nodded and Twilight ran to catch up with the other two Princesses. Together, they walked in silence. The Twilight looked at the stain glass windows as they passed down a corridor. Something about the situation spurred her curiosity. "Princess Celestia, I've never seen a window made for Noble Quill. Why is that?"

Celestia looked at her sister before answering. "The only window created in remembrance of him resided in the castle Princess Luna and I inhabited centuries ago."

"The Castle of The Two Sisters," Twilight said.

"Yes," Luna spoke, her tone lined with regret. "Sadly, it was destroyed the night I transformed into Nightmare Moon." The three Princesses reached a pair of large doors and waited for them to open. When they did not, Luna inquired, "We are here, but where are our guardsponies?"

The doors swung open as if in response. Inside stood Discord, holding two struggling guardsponies clad in golden armor. "I really was expecting a better reception than these two reluctant ponies. I mean, after taking the effort to write that letter the least you could have done is set out some tea and crackers."

Celestia closed her eyes and spoke firmly. "Discord, please release my guardsponies. There is an urgent matter to discuss."

Discord narrowed his eyes at Celestia and opened his arms. The two guardsponies collapsed to the floor and glared at him as they walked back to their posts. Discord then snapped, and a full tea set flashed into existence on top of the maps on the table. He took a sip from his cup and watched Celestia carefully for any sign of reaction.

But her response was complete indifference. "How did you arrive so fast? I just sent that courier."

"Oh that courier knows the way," Discord said weaving his arm through the air. "Now he is on the way to deliver the other letters. Probably a love letter to the King of Yakyakistan?" His eyebrow rose when he asked the question.

"Quite the contrary," Celestia said matter-of-factly. "Princess Cadence and Shining Armor are being summoned to help deal with the threat of Dead Horse. He is a Lich that Princess Luna and I imprisoned in Tartarus sometime after we turned you to stone."

Upon hearing the word Lich, Discord lowered his cup abruptly and gave Celestia a look of disappointment. "Honestly, Celestia, I thought better of you. A Lich is easily dealt with. I myself have dealt with many a Lich. I can hardly believe that you pulled me away from my normally scheduled chaos for this."

"Dead Horse is not an ordinary Lich," Luna protested.

Discord rolled his eyes. "Oh please, Luna. All Liches are easily dispatched. In fact, I'll just go remove your problem for you."

"No, wait!" Celestia stepped toward Discord, but it was too late. He had snapped and vanished.

Twilight snapped her head to look at Celestia. "Can Discord defeat Noble Quill?"

"It may be possible," Luna said quickly and looking worried.

"But if he fails, at best our element of surprise is weakened, and at worst, Dead Horse raises Discord and uses his powers of chaos against us."

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

In an open field, a small army of skeletal and zombie ponies marched. The grass was shriveled, dry and dead, and it crunched underhoof as the undead trampled it. Leading them was Dead Horse. He had the appearance of a sun-baked zombie; glowing green eyes, leathery and tattered skin, a matted mane and tail, and a large crack in his hoof. Hanging from his body was a tattered but eloquent robe, purple with gold embroidery. Discord's voice broke the rhythm of crunching grass.

"Oh this will never do. These skeletons all look the same. How ever will you tell them apart? I know, this'll do the trick." The skeletons where suddenly garbed in a variety of different ensembles. Discord continued, "Oh don't they look adorable!"

Dead Horse scowled as he looked slowly around, his eyes focusing on every detail in sight. "Who is doing this?" he growled.

"Uh oh, I think the zombies are going to be jealous. Well, I guess they'll just get their own adornments," Discord's voice echoed again from everywhere, sounding amused. Now the zombies were clothed in hoodies. Their fetid fluids quickly saturated the clothing. A patch of healthy earth blossomed in the blight, and a flower sprang out of the ground. It bent over in the direction of one of the passing zombies. Where the stamens should have been, there were Discord's eyes. He watched intently as the Holster logo became soaked. "Hmm, well, it seems this Hoodie is completely ruined."

"What an interesting spell," Dead Horse said, walking through the horde of well dressed undead. His eyes were focused on the flower.

"Oh come now," Discord said sheepishly. "There's no reason to be modest. You may shower me with admiration." There was a flash, and in the field sat a bath tub with a tiny shower nozzle equipped. Discord stood in the tub, posed as if about to be sprayed with water. "My body, is ready."

"I will indeed shower you with something, but it will not be admiration." Dead Horse glowered. "And afterwards, you will join my army and teach me your magic!" He lunged forward, his horn surging out green flames. The miniature nozzle on the shower turned to face the Lich and then gushed out a near solid stream of water, and the water doused the flames before catching and throwing Dead Horse across the field.

Discord laughed so hard he fell over in the tub. "This type of magic cannot be taught. What a silly idea. I don't see why Celestia was so concerned about you."

Dead Horse roared to his army, "Destroy that creature!" All of the skeletons and zombies turned and started moving towards the tub. Beneath them, the dead vegetation turned to wet tile, and the hooves slipped out from under them. Some of the zombies lost limbs, and a number of skeletons broke apart.

"Oh no," Discord said in mock regret. "I've broken some of them. I know, I'll fix them. How does the song go? Oh yes." He continued in song, "The rib bone connects to the, back bone. The tail bone connects to the, leg bone, the unicorn horn connects to the, hip bone. The... oh now that's just lewd."

"Enough!" a soaking wet Dead Horse yelled. "I know who you are. You are Discord! I thought you defeated long ago by the sister Princesses, Celestia and Luna."

"Oh, you didn't hear?" After a flash, Discord was clothed in black and white prison clothes and stood behind a door of iron bars. "While you were locked away in Tartarus, I was released from my stone prison and offered friendship with the ponies."

"So," Dead Horse narrowed his eyes. "You are an ally of Princess Celestia and Luna then? How strong is your loyalty?"

"Well, let me show you," Discord said and snapped his fingers. All of the skeletons vanished, leaving only the dresses. "I'm sure the Kingdom of Dimondia will enjoy burying their new supply of bones."

Dead Horse smirked cruelly. "That is no matter. The dogs will dig them up after I have made zombies out of them." His horn glowed, and he and the rest of his force were surrounded by a rippling aura.

"Now where to send your zombies," Discord said. A road atlas appeared in front of him, and as he looked it over he began twirling his beard around one of his bird claws. But instead of the beard twirling around the finger, the finger twirled around the beard. "Ah yes, I know!" He snapped , and the zombies in the field seemed to phase out slowly before disappearing from view.

"Where did you send them!" Dead Horse demanded angrily, his glare so intense that he peered through small slits.

"That's for me to know, as well as the residents of that location," Discord replied snobbishly. "But you are going to be the governor of a small asteroid in space." He snapped again. Dead Horse began to slowly phase out. But instead of disappearing, he came back into clear view.

Surprise was plastered across Discords face. Dead Horse smiled, but in a way that made Discord's stomach churn. "I must thank Princess Celestia and Princess Luna when I see them for the spell they placed on me so long ago. But now, since you have deprived me of my army, you will have to do as a replacement!" His horn glowed intensely and then burst out another surge of green flames. Discord immediate conjured a red brick wall between him and the Lich, and he didn't see the fire vanish after leaving the horn. He was caught entirely off guard when the flames reappeared inches from him and proceeded to engulf his arm.

Discord gave a sharp cry of pain and vanished. He reappeared in a room in Canterlot, where the Princesses had rejoined Twilight's friends. Discord slapped his arm quickly to extinguish the flames. He then looked angrily to Celestia. "You've got some explaining to do."

Celestia looked at him with a mixture of surprise and relief. "What?"

Discord took his arm off and waved it in front of her. "This happened because I wasn't able to send Dead Horse away! I teleported his army just fine but not him! He said you and Luna were to thank!"

Fluttershy rushed up to him with the look of urgent worry. "Oh, no! Your arm! You can heal it, right?"

"Of course I can," Discord said shortly and returned his attention to Celestia. "Now what did you cast on him?"

Luna walked up beside Celestia and answered the question. "We cast upon him an incantation preventing separation from himself and his Soul Gem, as well as preventing long distance traveling through magical means. We thought this advantageous since the reconstruction period for a Lich is, at greatest, five days. We believed denying him the opportunity to ensconce his soul would make him easier to defeat."

Discord grimaced, and after a moment he turned away angrily. "A lot of good that did me."

"Discord, please heal your arm ," Fluttershy said urgently.

He rolled his eyes and snapped. The burn disappeared instantly, but the arm remained wrinkled and leathery. It took him completely by surprise. He almost looked worried. "What? What is this?"

"I was afraid of this," Celestia said, turning away and beginning to pace. "His magic has elements that are too powerful for you to overcome. He.. Fluttershy do not touch it!"

Fluttershy jerked back her hoof, in which she held a roll of gauze. "But..."

Celestia spoke as she quickly walked towards her. "We don't know if that corruption will spread the blight. We must not disturb it."

Discord continued looking with a concerned expression at his arm. "But how...?" Then he grew angry. "How is this possible? I am the Spirit of Chaos! I will not be defeated!" He spun around and started for the doors.

Celestia teleported in front of him. "Discord no! You mustn't face Dead Horse again!"

Discord paid her little mind and continued. Twilight bolted in front of him. "Hey! Stop right there! You can't fight him again!"

"I never did before, but this time I will," Discord snarled angrily. "Without his army to distract me he'll be defeated in no time!"

"Discord, no!" Fluttershy ran after him, pleading. "What if he hurts you more?" What if he wins?"

Everypony now seemed to be calling out his name, urgently telling him to stop, to not fight Dead Horse. He ignored everypony, continuing to storm towards the door. But one voice suddenly erupted over the others.

"DISCORD STOP!" Discord had stopped and spun around to find Fluttershy standing tall and staring directly into his eyes. Her scream silenced everypony else.

Discord pointed menacingly at her. "I'm going to return to Dead Horse and defeat him. For me! And then I will heal my arm and this will all be over!"

"Sit down," Fluttershy ordered, speaking in a quiet but intense voice. Everypony stared at her, almost in shock.

Discord's face seemed to twitch as he spoke. "I told you I am going to fight..."

"NOW!" Fluttershy erupted again.

Discord immediately summoned a chair and dropped into it. "Fine! Are you happy now? I'm sitting!" He turned away sharply and stared into the corner, fury burning in his eyes. Fluttershy turned away looking just as furious. She walked to a corner on the opposite side of the room, and she lowered her head and ears.

The Princesses left together for the war room. The rest of the girls kept to themselves, not wanting to trigger another outburst from Fluttershy or Discord.

Within minutes, Princess Cadence and Shining Armor arrived in a chariot pulled by nine exhausted Pegasus ponies. From the way the ponies collapsed upon landing, it was obvious that they had traveled at top speed the entire way from The Crystal Empire. Other guardsponies rushed to their aid as the two new arrivals hurried to join the other Princesses.

After a short while, the royals reentered the room containing Discord and the girls. Princess Celestia walked over to Discord and whispered with him. After a short exchange, Discord leapt to this feet.

"I relish the opportunity!" Discord promulgated happily.

Celestia looked at everypony. "With Dead Horse's army dispersed by Discord, I believe that a frontal assault could bring his attack to an early close. But only a small party will attend this attack; Discord, Shining Armor, Princess Cadence, Princess Luna, Princess Twilight and myself."

Immediately Rainbow protested. "But we-."

Celestia raised her hoof to silence the Pegasus. "Anypony else would just become a casualty. I want to prevent as many of those as possible. We must go now, before our window of opportunity closes. Please, gather closely."

The six members of the strike team huddled close. With a snap of Discord's fingers, they vanished from the room and reappeared near Tartarus. Celestia immediately pushed back the blight, and the apparently dead vegetation began to slowly regain its color. Her five companions took a moment to take in their new environment.

From the direction of Tartarus came Dead Horse's voice. "Returned for another round, have you Discord? And in your truculence you've not only pursued me to my former domicile, but you've delivered to me my ultimate quarries: the sister Princesses, Celestia and Luna."

They all turned towards the Lich and readied themselves for a fight. Shining's pink shield surged out around the team the second he saw the Lich's horn glow. Dead Horse tilted his head up and smiled with what little was left of his lips. "That pathetic shield will offer no protection against my newest and greatest servant."

From behind the Lich rose the Cerberus, still dripping with rotten fluids. All three heads snarled in turn at Discord and the ponies. Then the undead beast charged them. Rays fired from Shining and the Alicorns, aimed keenly for the Cerberus, but their attacks fizzled out upon contact. Dead Horse laughed darkly. "That is the second time your magic has been made to work against you, Celestia."

Discord snapped, and instantly each head of the Cerberus was covered in a muzzle. "You really should control your pet," Discord said. "Otherwise, they'll just be taken away from you." He snapped again the giant canine began to phase out, but then reappeared.

Dead Horse laughed. "I learned how to best you from our first encounter, Discord."

"Then best me, Ignoble Quill!" Celestia announced loudly and fired a ray of magic into him. When it hit, his legs buckled slightly, and then his body turned to ashen dust. The blight instantly began to lift all around them. Celestia turned to her sister. "Quickly, Luna, we must secure his Soul Gem. Shining will guard..." She paused and stared in fright at a horrible surprise. Dead Horse's body was already fully reformed.

The blight returned, and Dead Horse's dark laughter sounded again. "Thanks to your spell, I was inspired to dedicate my centuries of imprisonment to crafting one of my own: an incantation that reduced the reformation period to a matter of seconds rather than days. Again, your magic betrays you!" He reared and roared, and he sent a massive burst of energy that crashed into Shining's protective spell. A large crack shot through it, and the Cerberus shattered one side of the dome. As it dived for Discord, Twilight, and Luna, there was a snap. The six companions vanished and reappeared in the room in Canterlot Castle.

The girls rushed up and eagerly asked what happened, but they knew what happened when Celestia slowly and silently stepped away and started for the war room. They could see the heavy toll it was taking on her; she appeared to be fighting back a wave of despair that made her eyes seem almost empty. She proceeded to walk down to the war room. Luna followed her slowly, also silent. Cadence and Shining held each other tightly. Twilight dropped to her flank and stared into space, distraught. Discord was the first to break the pattern of quiet and shock; He slammed his fist into a table, shattering the top, as he yelled, "No!"

Celestia returned to the room with her resolve strong. "The Crystal Empire will not attack Dead Horse. Instead, it will be one of many safe havens for evacuees. The combination of the Crystal Heart and Princess Cadence's and Shining Armor's magic will be enough to keep the blight from entering the city. Discord will go to there, where the Crystal Heart will gradually remove the corruption from his arm." She turned to Rainbow. "Go to Cloudsdale. Show them the sample and try to find a way to purify it. But in the meantime, send as much dense cloud as you can to Canterlot."

"Yes your highness," Rainbow said as she bowed. She was gone the second she grabbed the bag, disappearing at the same time Discord snapped.

Everypony looked at him in his corner. His mouth was curved in a deep frown. "I want to see that wretched Lich defeated," he said quietly.

Pinkie looked at Discord and at the solemn expression on everypony else and then hesitantly asked,"How bad did the attack go?"

Luna spoke to answer, her tone lined with bitterness. "He possessed magic we hadn't anticipated. And it was far more potent and concentrated than when we last fought him. In fact, he has raised the Cerberus, and it has retained all the previous enchantments used to protect it."

Pinkie's ears dropped as her eyes filled with dread. "Oh no..."

"You just had to ask, didn't you?" Applejack asked in a sour tone.

Discord walked slowly over to Cadence and Shining. "Let's go." He raised his arm and put his thumb and finger together, but a hoof touched his paw and made him pause. Floating in front of him was Fluttershy. She looked sad.

"I'm sorry I screamed at you earlier," she said softly, in a tone that matched her expression.

"Are you?" Discord said coldly. "Are you also sad that I'm being sent to the Crystal Empire?"

Fluttershy shook her head only slightly. "No... you'll get healed there. I'm..."

"Happy? Happy that I won't become another part of that Lich's army?" Discord said with unabashed anger. "Or are you just throwing me away now that you know I can't beat Dead Horse?"

"What?" Fluttershy was stunned by his words, and the implication brought tears to her eyes.

"Just admit it!" Discord continued angrily. "You only wanted me around as long as I was useful. And now that I'm... damaged... I'm just being tossed aside. That's why you screamed at me. You were angry to lose a tool!"

"What? No! How could you say that?" Fluttershy's tears began streaming down her face. "I yelled at you because I was afraid! I was afraid of losing you: a friend that I care so much about!" She spun around and hugged herself. She drifted to the floor as she became overwhelmed with sobs.

It took Discord a few seconds to capture the truth in her words. When they took, he was taken by guilt. "Really?" He asked sadly. Fluttershy's response was a nod and an unintelligible whimper. Discord knelt down beside her. "Fluttershy, I... I don't know what to say. I'm sorry. I still haven't got this 'friendship' thing down. But I'll go to the Crystal Empire and get my arm fixed. I hope that's enough to console you."

Fluttershy continued to whimper as she slowly turned around. She looked at his face, and the sad expression and drooping ears told her he was telling the truth. She reached out and hugged him, and he hugged her with his good arm in return. They remained locked together for a few minutes, until Fluttershy had finished crying. Then she gently pulled away and whispered to him, "Thank you."

In Discord's cat paw appeared a handkerchief, which he used to dab the tears from her eyes. "No, thank you."

As Fluttershy walked over to join her friends, Princess Celestia walked over and placed a necklace on Discord. She said, "This necklace will keep the Crystal Heart's power from harming you while allowing it restore your arm. Do not take this off within the city, for your own sake."

Discord nodded. He saw Princess Cadence and Shining Armor walk onto the chariot, as well as the Pegasai get strapped in and ready for another long trip. But Discord appeared next to them and said, "Don't strain yourselves. I'll get us there in a snap." At the moment he said the word, he snapped. He, along with Cadence, Shining, and the Pegasai, vanished.

Author's Note

I understand that Dimondia isn't exactly canon, since it was introduced in the comic series, but I decided to include it anyways.

First Wave of Dead Horse's Attack

Celestia exhaled deeply, as if relieved. All of the girls exchanged confused looks. Twilight stepped toward her former teacher and asked, "Eh, you still don't like working with Discord?"

"I don't trust him," Celestia said. "After what happened when Tirek attacked, I am hesitant to make Discord a larger factor than is necessary." Twilight looked a little hurt, and Fluttershy had hidden herself behind her mane. At their discomfort, Celestia continued, "I know you have had more dealings with Discord than I, and your perception of him may differ from my own. In time, he may regain some measure of my trust. But at present, that matters not."

Rainbow flew into the window as Celestia finished talking. After bowing, she looked around at her glum friends. "Hey, I know that Equestria's in danger, but cheer up. We've got a game plan, remember? And with it we're going to kick Dead Horse's butt!"

"What, might I ask, is this plan?" Luna questioned.

"To find our way into the Everfree Forest, get our Rainbow powers and blast that Lich back to Tartarus!" Rainbow answered while gesticulating.

"That may be our only strategy, my faithful subjects," Celestia said somberly. "But as Princess Twilight observed, Dead Horse is far too clever to simply fall victim to an attack he cannot counter."

"Then how will we get him into the forest?" Rainbow asked.

Celestia shook her head gently. "At the moment, we do not know. But that is a question that will have to wait for an answer. Right now, Dead Horse is busy raising an army and conquering the surrounding kingdoms. Princess Luna sent envoys to said nations, but they will buy us precious little time. We must use it wisely if Equestria is to withstand his attack. And I will need the help of all of you to do it. Please follow me into the war room."

They all walked down the hall in silence. Anything said was conveyed in facial expressions and gesticulation. Once inside the room, the girls looked over a map covered in tacks, arrows of various colors, and hasty notes.

Celestia wasted no time. "The most urgent matter is that of the Tree of Harmony. I have no doubt that it will resist any blight, and it will beckon Dead Horse's attention. Our only weapon against him will be captured unless we find a solution."

"Sister," Luna said, " I am quite capable with illusions and transformations. I volunteer to traverse the blight and give the Tree an appearance correspondent with its surroundings."

"How long with your spell hold, Princess Luna?" Twilight asked.

"Until I terminate it, Princess Twilight," Luna responded.

"Sister, if Dead Horse should see through your artifice, you will have to fight him alone," Celestia said, sounding concerned.

"It appears to matter not if we attack together or alone," Luna responded, remembering their recent defeat. "If we fail to conceal the Tree, our future efforts will come to naught."

Celestia nodded reluctantly, knowing that her sister spoke true. She turned to the girls once more. "With that matter decided, we can concentrate on the evacuation of Equestria. It is for this that I call on you again." She pointed to the map. "The evacuation areas will be Foal Mountain, Shady Hollow, and The Crystal Empire. Cadence and Shining have already agreed to house as many evacuees as possible. Applejack, I ask you to assemble a team and build sufficient housing for the evacuees at Foal Mountain."

"Well there ain't no team you can count on more than family. I'm sure the Apple Family will help in any way possible, Your Highness," Applejack responded eagerly.

Pinkie was bursting with excitement. "Oh! Oh! If you don't have a task for me, maybe the Pies should work with the Apples. After all, I'm an honorary Apple! I'm family, and that means that all the Pies are family too. Which means... I'm gonna get to see Maud again!"

Perhaps any other day, Celestia would have smiled, but she remained stoic. She nodded to Pinkie to show her assent, and then she continued with the next pony. "Rarity, there will be a shortage of warm bedding and clothing. I will need you to work with the tailors and quilters to provide what we need."

Rarity thought a moment, her hoof on her chin. "Perhaps I can produce twice as much. If I open Canterlot Carousel for public use and let Sassy manage things, I can ask Coco in Manehattan to help organize the tailors and quilters there."

"Oh Rarity," Celestia was a bit shocked. "Thank you. I knew you were the right pony to ask." Rarity smiled proudly and curtsied. Celestia looked at Rainbow. "I have two important tasks for you. I ask that you work with the Wonderbolts to assemble the cloud block coming from Cloudsdale to slow the spread of the blight clouds. And once it is established, work with our remaining unicorn and pegasus guardsponies to develop aerial combat procedures. Only unicorn magic can undo Dead Horse's magic animating the undead. If we can get that up to fight the undead griffons and pegasus ponies, we will stand a better chance."

"The Wonderbolts?" Rainbow asked, starry-eyed. She flipped and saluted with a wide smile, "Yes ma'am, Your Highness!"

Celestia looked to Fluttershy. "I request that you welcome the evacuees and help them settle into their temporary lodging. Being driven from their homes will be very traumatizing, and what they will need is somepony that can help them through the worst of what they are feeling."

Fluttershy nodded and bowed. "I will do my best, Princess Celestia."

Finally, Celestia addressed her former student. "I call upon you, Princess Twilight, for the most important task of them all. There will be no need for the bedding, clothing or housing if we cannot pass through the blight. I will teach you the spell for clearing the blight, and I ask that you in turn teach it to the unicorn guardsponies. They can then traverse the blight to the military bases across Equestria to train the other unicorn guardsponies. Then, with them all trained in this spell, the evacuations can begin."

"I won't let you down, Princess Celestia," Twilight said eagerly.

Celestia pointed to her map once again. "I'm sorry to tell you that Ponyville will be the front line. I have sent word to Mayor Mare to prepare the town for our armies."

"Sorry?" Applejack said incredulously. "Well that's the best news I've heard in a dog's age! That means the entire Equestrian Army will be right there to keep that blight back. And you've got a few Apples right there at the front line ready to help out."

Celestia smiled faintly. "I thank you, Applejack. I hope to come to trust the Apple family as I have come to trust you." She looked at everypony around her, and she remembered each time she relied on them in the past. "Go now, everypony."

Together the girls walked at a quick pace with Princess Luna to the doors. The guardsponies opened the portal, and Princess Luna was off in the air. Rainbow gave a quick farewell as she launched herself on a path to Cloudsdale. Twilight set out for the barracks, and Rarity ran off in the direction of her shop. Applejack and Pinkie walked together towards the postal building; and Fluttershy, unsure of where she would be of help now, simply went to the Canterlot Gardens to relax.

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

The angry dragon's roar echoed through the kingdom of Dimondia. Many guard dogs perched themselves upon the capital city's walls, roofs, and cliffs to see what the commotion was. They looked like prairie dogs clad in armor, watching a raptor or other predator in the distance. Finally, the dragon's death cry reached their ears, and it was as if an icy-cold wind had swept up their spines.

They turned to each other, the same question hanging on the tips of their tongues but going unspoken: What could have killed the dragon? A green and eerie glow rose from where the dragon had fallen, and again the dogs took to their prairie dog stance. After minutes, they saw the dragon rise, and it was clear that it should not have. Its wings were torn, and its body was covered in burns and lacerations that had stripped away the scale and flesh to reveal broken or missing bones and organs. It was even lacking an eye, having only a gapping, bleeding socket where it should have been.

The dragon bent down, disappearing from sight only for a few seconds, before rising back into the dogs' field of vision. Then it took flight and soared to their location. Dogs everywhere dropped their weapons and screamed in panic as they fled. Only glimpses were seen of the dragon as it circled above, unopposed in the air.

Finally, it landed, crashing through the roof of the capital building. Whines and whimpers issued from the hiding places of the dogs as they cowered. Off the dragon stepped a unicorn, one that was in a similar physical condition as the mystical reptile. The pony looked around slowly and then spoke in a cold, raspy voice. "It is right that you fear me. For you witnessed my power: that sufficient to slay a dragon! And now I stand before you.

" I come to supplant your leader," the pony continued, his voice echoing slightly off the walls. "I, Noble Quill, the Lich Dead Horse, call upon the ruler of the dogs! Before you I lay an ultimatum: Abdicate or perish! It matters not to me which you choose."

Slowly a regally clothed male dog emerged from behind the throne, quivering as he presented himself. He was large and resembled a mastiff, but he currently looked very small. There was nothing to be said. Only actions needed to be made. He took the crown from his head and laid it upon the throne's armrest, indicating that he abdicated his reign.

Dead Horse nodded slowly to accept the surrender. "I assign you the position of Prime Minister of Dimondia. You will conduct the affairs of state according to my will, and without question. From hence forth, you will call me Emperor Quill." He looked at the crown, and with an acerbic tone in his voice commanded, "Remove the gems from this crown and then melt it. Mint the gold, and add the coins to the treasury." He turned to the dragon and jerked his head, and the dragon instantly took to the air.

Dead Horse walked to the edge of a cliff overlooking the sea. He held in his aura the lens of the dragon's eye and a vial filled with enchanted dragon's blood. He poured the blood onto the lens, coating it. Then he said, "Show me the pony kingdom of Equestria." Across the curved eye, Dead Horse saw what he demanded. But he was displeased with what was presented. There was far too much activity for his liking. "Show me this, thing," he said, tapping his hoof on a train. He studied it a moment before calling out, "Prime Minister, I beckon you."

The dog rushed up and knelt. "Yes, Emperor Quill. What is your bidding."

Noble pointed to the train. "What is this contraption?"

"That is a train, Emperor Quill," the Prime Minister said looking up hesitantly. His voice shook. "It is a form of transport commonly used by the ponies. It operates only upon these metal rails. I can summon one of our engineers if you wish to further your knowledge."

"That will be done after my conquest of Equestria is completed." He studied the train a few moments more before deciding that he knew enough about it. "Very good, Prime Minister. That will be all." The dog bowed and quickly walked away, his ears curved back to listen intently for any sound of movement.

The eye showed Equestria again, and Dead Horse instantly knew what was happening. He laughed cruelly. "You have shared your spell, Celestia. Very good. And now you carve into my blight to rescue your ponies. But where do they go?" He touched the foot of Foal Mountain. Applejack was surrounded by members of both her family and the Pie family. Together, they moved new furniture into one of the small homes they had raised. Her voice rang from the eye.

"With Rarity having all of Manehattan work'n for this new settlement, none of those evacuees will want for anyth'n. And with that Real Estate company agreeing to buy the land after Dead Horse's defeat, it'll grow and grow."

Dead Horse laughed in his throat and then touched upon Hollow Shades to watch ponies leaving the train at its station. He then watched a train ride into the Frozen North. At one point it disappeared into a blot of red and never reappeared. There was a similar blot where Canterlot should have been. "Hahaha, I see you suspected my scrying, Celestia. But what do you prepare in your castle?"

He tapped on Manehattan to see chariots and balloons rolling off factory assembly lines, weapons produced in mass quantities, and all manner of clothing, bedding, and furnishing being moved onto trains. He commented to himself, "The ponies defy my blight. Their magic has grown over all these years, and I am impressed. But if they want to best me, they will have to try harder." He touched the bloody eye with his hoof and watched the trains moving across Equestria. "Yes, I can use this to my advantage. Her ponies will beg for mercy when I am finished. They will beg her to surrender so they may live peacefully once more."

A large vial floated under the lens. Dead Horse gave the eye a downward swipe, and all of the blood covering it drained into the vial. He put them both away and turned around. "Prime Minister." The dog appeared again and bowed. "I trust that Dimondia's army is ready to serve me?" The dog nodded, quivering. "Good," the Lich said with mild happiness. "I know that malachite is heavily concentrated here. Bring me your stones of it, and I will enchant them so that the living dogs may enter my blight without harm." The dog rushed off silently.

Dead Horse then selected several unicorns that had recently been slain and lined them up in front of him. Upon them he cast a spell that would allow them to produce a heavier version of his blight, one that would resist the spell being cast by the unicorn guardsponies. He commanded several Earth and Pegasus ponies over and waved his hoof. A few seconds later, an undead dragon landed beside him. He addressed the dragon. "You will take these unicorn and Earth ponies to Equestria and return after depositing them."

Several Diamond Dog soldiers approached him with mining carts filled with malachite. He ordered them to tip the carts and scatter the stones. When this was done, he cast a spell upon them, making them glow and then summoning thin rope that wrapped around the stones to make necklaces. He turned to the dogs and spoke, "These Pegasus skeletons will fly you to Equestria. And there, you'll help me usurp Celestia's throne. Take a necklace. You will need them."

The dogs each took a necklace and put it on. The Dead Horse flared his horn. "In the unlikely event that you encounter Discord, Celestia has aided me in creating a combination of spells that renders him unable to remove you from your positions." His magic was cast upon all the undead and the dogs. Then, the undead unicorn and Earth ponies marched down the throat of the dragon. The dogs mounted the Pegasus skeletons, and the fleet flew out of sight.

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

The paws of a Diamond Dog padded across the floors of Canterlot Castle. The dog was well dressed, sporting a suit and tie that were well ironed. In his forepaw he held a rolled and wax-sealed document. The doors of the throne room opened, and he saw Celestia and Luna talking.

It was the former that addressed the dog. "Ambassador Bill, for what reason do we have the pleasure of your company?"

"The delivery of grave news, Princess Celestia," Bill said and held out the document. Celestia's magical aura took and unrolled it. She read it with a neutral expression, but it quickly turned to shock.

"What? What is the meaning of this? Dimondia is declaring war on Equestria?"

Luna was equally shocked. "What!? Please, sister, allow me to read." The auras switched and Luna took the document. Her expression turned to horror. "You have submitted yourselves to Noble Quill? To Dead Horse? This cannot be!"

"What do you hope to gain from this?" Celestia demanded, angrily.

"Our lives," Bill responded solemnly.

"We call upon you to resist, and you rollover before a new master!" Luna declared furiously.

"We do not want this!" Bill nearly screamed. "What were we to do?! The dragon that we could not kill and that has tormented us for months was brought down in a matter of minutes by him! And then reanimated! What resistance could we have shown? Tell me! I beg you! Dimondia would have waged war upon you whether or not we resisted! If we did, those dogs fighting your guardsponies would be dead instead of alive!" Tears filled his eyes. He shook his head miserably and patted his suit to smooth it. His voice shook as he finished quietly, "We do not want this war. Please forgive us."

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

It was the last of several trains running from southern Equestria. On board were the last of the evacuees, well over fifty from beyond the Macintosh Hills. There was only one guardspony to clear the blight, but he was enough. His horn flared brightly, causing the sickness holding the land ahead of the train vanished. He couldn't wait to get back to Canterlot. He would finally get to rest a bit before the real fighting began.

Or at least he had thought so. The train was set to turn west after passing the now-ghost town Applossa. As it screamed past the orchard, the conductor called him in.

"Guardspony, the rail signs have been graffittied. The one for our turn had the west fork scribbled out! I just want to get out of this nightmare! Please tell me the fork isn't out of order!" The conductor was panicked.

"I can't promise you that," Guardspony replied calmly. His sense of duty hardened as he looked ahead and heard the fear in the conductor's voice. "But I can promise that I'll protect you against whatever lies ahead. Here comes another sign." They both read the sign. It was supposed to indicate that to the east was Dodge City and to the west was Ponyville, but instead there were the words, "Welcome to Dodge City!" written in some of the worst writing he had ever seen.

"Look! Look! You see what I mean!" the conductor's voice was shaking. "That better be some damned kids!" Guardspony said nothing. Instead, he concentrated on the blight ahead of the train. But the blight suddenly refused to give way, and the train barreled right into it.

The conductor gasped as the dark magic swept over him, and guardspony flinched from it. Behind him, he could hear a wave of screams as the passengers felt the blight wash over them. "What are you doing? Get rid of the blight!" The conductor shrieked.

"I'm trying!" Guardspony grunted and strained, and the blight slowly lifted from around him. "Keep this train moving!" He released a deep guttural roar as he stretched his magic to the max. The blight lifted from the conductor, but just barely. It was then that their mutual hopes were shattered.

"The western fork is broken!" The conductor shrieked.

Guardspony swallowed hard, and in a gruff voice said, "Then it looks like we're bound for Dodge City."

The train turned east, and the wails of his passengers became interspersed with cries of protest. When the train completed the turn, the conductor saw the undead charging the train. They beat against the cars, bringing shrieks of fear from the passengers. But a mass of undead had assembled on the rails ahead of the train.

"Smash through them!" Guardspony ordered forcefully. The conductor yelled as his train burst through the wall of undead. The sound was terrible; the thud of the bodies being torn apart followed immediately by the sound of breaking bones, splattering blood, and sticking or bursting organs that slowly slid out of view. When the wiper blades had wiped away enough gore for him to see, the conductor saw what laid ahead: a train wreck.

"We're gonna hit it!" the conductor screamed with only seconds before the collision. The engine went from maximum speed to nearly full stop in less than a second. With no time to prepare themselves, the conductor and Guardspony were slammed against the walls and thrown from their seats. Outside, they saw the cars flipping, falling, and sliding past them. Everywhere there were screams.

Neither could believe that they were fortunate enough to be awake or alive, but with the blight gripping them, they didn't have the luxury of coming to grips with it. Ponies were running out of the scattered and wrecked train cars, all of them heading in the direction of Dodge City. Guardspony's horn flared again, and he pushed back the blight surrounding him with ease. He looked in the direction of the fleeing ponies to see Dodge City green and entirely unaffected by the blight.

"Come on conductor!" Guardspony yelled as he burst forward into a gallop. He ran to the first train car, but it was empty. The next one was empty as well. Each had been vacated, the passengers running towards the safe haven of Dodge City. He came across a mother and her foal, both overtaken by the blight. As soon as he arrived, their labored breathing filled with life and their thick and wrinkled skin smoothed out. The mother gasped for air, and she reached a desperate leg for help as she clung to her baby. Guardspony pulled her to her hooves and kept with her as he ran.

The blight disappeared just beyond the outermost building of the city. He and his two companions fell against the wall of a house and collapsed, trying to catch their breath. The pattering of paws drew their attention too late. A couple of Diamond Dog soldiers grabbed the two stallions. The one holding Guardspony laughed in his face. "Nice job we did on those rails, huh? You like our work, guardspony number six? Answer me!"

Guardspony answered with a head-butt to the dog's nose. With a yelp, the dog leapt backwards with his companion into the blight. He held his nose and glared, but after seeing Guardspony's bewildered look, he smiled and held up his necklace. "Emperor Quill's gift to Dimondia, in exchange for allegiance." He and his companion laughed and turned away, wading into the swarm of undead surrounding the city.

Guardspony stood up and helped the conductor to his hooves before reaching down to the cringing mare. "Come," he said gently. "We have safety here." He stayed with the mare for nearly ten minutes, calming reassuring her until she had calmed enough to be taken into the city. When they rounded the first building, they saw hundreds of dirty, dusty ponies crammed into the small town. Everywhere there were makeshift tents. It was a city within the city.

A few ponies were walking around giving out cherries and small cups. They looked far better than the ponies they served, and Guardspony guessed that they were the original residents. His guess was indirectly confirmed as he was given his share.

"What's going on here?" he asked the mare that served him.

"What's going on is that those wicked Diamond Dogs and zombies have turned the last few trains into our city," the mare said. "The mayor said we have to take care of all the evacuees until help arrives, and Cherry Jubilee and us farmers have agreed to ration our crops. But we don't know how much longer they can hold out. Or how long we can. Everything's stretched paper thin."

Guardspony could hardly believe his ears. Last few trains? He looked around and saw a few other unicorn guardsponies. He counted five of them, and he was the sixth. His train was the sixth, and, he hoped, the last. He looked across the dense mass of evacuees. "Six trains of evacuees, all packed into one small city," he thought aloud. "Celestia help us."

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

The cold winds of the Frozen North blew across the Crystal Empire, welcoming the newest arriving train of evacuees with its chilling embrace. Shining reached out a hoof to direct traffic as he spoke kindly. "Right this way, single file. Let's get you all into a warm building. Then we can determine where you'll stay."

From above, on the castle walls, came a call from a guardspony. "Sir! A train seems stuck on the rails. And the ground around it smolders."

"I'll look, Shining. You keep helping with the new arrivals," Cadence said, flying over him and settling next to the guardspony. The moment she laid eyes upon the smoldering ground, she knew it wasn't that at all. "Shining!" she screamed, the piercing stab of fear imbedded deep within her voice. "The blight! The blight is coming from the rail car!"

"What!?" he cried out fearfully and pushed through the line of ponies. "That can't be!"

"It is!" she said, her voice weak and quivering. The corner of her eye caught the guardspony beside her, and she turned to look at him. He was scared. And her fear was not helping. In that moment remembered that she didn't have the luxury of being afraid.

She took one last look over the walls and let her terror have one last embrace. Then she shut her eyes and took a deep breath as she brought her hoof up to her chest. She imagined herself grabbing all the fear that gripped her, and then casting it away as she exhaled. She dived down beside Shining with renewed courage. "We have to get Discord and find out what is in that car."

Shining said nothing, but his eyes projected fear. He remembered how easily his shield was shattered, and he knew that his magic couldn't withstand that of Dead Horse. He swallowed hard, but in doing so he found his voice. "What if it is him? What do we do?"

Cadence's fear reemerged, but she forced he away with the stomp of her hoof. "Then we return behind the castle walls, and help the Crystal Heart hold him back. It stopped King Sombra, and it will stop Dead Horse. If it needs help, we'll give it all we have." Shining nodded, but in an unconvincing manner. Cadence strode up to him. "Think of Twilight. What would you do if she were here?"

Shining lowered his eyes. "I would march out to face whatever was in that car. Even if I had to go alone."

"But you aren't alone this time," Cadence said quietly. "You'll have Discord." When she stopped talking he looked at her oddly. She added, "And me." She laughed softly, which spurred him to laugh and hold her. "Thank you," he said. "Come on, we have to find Discord. You there!" he pointed to a random guardspony. "Take over greeting the evacuees!"

Cadence led the search as they ran through the city. "The last time I saw Discord, he sat next to the fireplace on the top floor of the castle," she said as they ran up the stairs.

"But it's Discord. He won't still," Shining began protesting as she threw open the door to the aforementioned room. There sat Discord, next to the fireplace and wrapped in a blanket. Shining blinked in disbelief. "Never mind."

"Discord!" Cadence called out as she burst into a gallop.

"Oh Cadence, good!" Discord said, genuinely happy. "I was wondering if you could use any of that Alicorn magic to make it warmer in here. It's freezing!"

"Can't you use your own magic?" Shining asked before Cadence could reply.

Discord's mouth dropped open. "Do you see anything floating here? No! You don't! Because of that!" He pointed at the Crystal Heart. "It's sapping all of my magic. I can't enjoy any chaos! Oh I bet that Princess Celestia is just laughing at me right now."

"Discord, please don't say that," Cadence said urgently, ready to get to the point.

"You know she would!" Discord snapped.

"I'll try to warm the room, but first," Cadence said, "We need you-"

"What did I just say?" Discord cut her off, glaring. "I can't use my magic!"

"Outside the city walls. Where the Crystal Heart's magic won't stop your magic," Shining completed her sentence.

"Outside?" Discord said, stunned. "Where I can finally use my magic again? Yes!" He jumped in the air and pumped his fists, laughing. "I'll go! But why do you need me?"

Shining answered the question grimly. "The blight is coming from some train cars outside. It might be him."

Discord quivered in fury at the thought. "Dead Horse."

"Yes," Cadence said gravely. Discord charged for the door, but Cadence saw him too late to stop her teleporting spell. The three of them burst into view outside on the ground at the base of the castle, and Discord ran straight into the wall.

"Opps!" Cadence said in a muted, startled voice and flinched. When Discord turned to her with an angry frown and intense, teary eyes she added, "Sorry!"

They ran outside the castle walls with a large number of unicorns following them. Discord stopped just out of range of the Crystal Heart's influence. "I just want to check on something." A bubble appeared, and with it he viewed Celestia on her throne, speaking with Luna.

Celestia spoke with a humored tone, "I know I shouldn't, but I can't stop laughing about how Discord can't use his magic around the Crystal Heart. He must be miserable!" Both Princesses laughed so hard they nearly fell off their thrones. The bubble popped, and Discord clinched his fist and gnashed his teeth as he loosed a long, frustrated grunt.

The team continued out into the snow. They got as close to the train cars as they were willing to go before Shining created his shield. Discord remained behind the shield, but he took his mouth off and pushed it outside of the shield. "Dead Horse! I know you're in there! Come out and fight!"

The car door slide open, and a Diamond Dog's head stuck out. "Hello ponies!"

Everypony was shocked to see the canine. But then the other cars began to open, and from all the cars poured dogs and undead Earth ponies and unicorns. So many creatures came out of them that one might be led to believe that they were clown cars. And when the entire horde had emptied out, it charged.

Shining immediately let down his shield, and everypony prepared to attack. But before they could, Discord stepped forward. "Allow me," he said and snapped. The whole lot of his enemies phased out, and then back in, to sight. Discord's mouth dropped off his head and landed with a crunch in the snow.

One of the dogs chuckled and said, "Emperor Quill sends his regards." Suddenly the ponies attacked. Magic bursts shot into the undead, causing them to fall apart and scatter. But the dogs did what they could to shield the undead, including taking some of the spells, which were harmless to them. Discord slowly came to his senses. He rose his arms and snowballs started swarming around the cars, dogs, and undead. It hindered the dogs, but not the undead.

Suddenly, one of Shining's unicorns cried out in pain. Shining continued attacking and admonished Discord, "Watch where you're throwing those snowballs!"

"No," the unicorn said. "It wasn't a snowball." Shining looked back to see that the unicorn had a bleeding patch on his chest and was breathing hard. Suddenly beams came at them from the undead unicorns. Discord was quick to use the snowballs to absorb the attacks.

From far away, Dead Horse watched the battle unfold through the dragon's lens. He smiled as Discord defended with snowballs. "You have interfered quite enough. Time for you to work for me." His horn flared, and he watched the corruption on Discord's arm flare up as well.

The reaction was immediate. Discord cried out and grabbed his arm. The pain was so intense that he fell into the snow and continued yelling as he thrashed around. The ponies, taken off-guard by the sudden and clandestine attack on Discord, were too distracted to fight.

"Discord!" Cadence cried out. Shining started to create his shield, but a wave surged over him and his group. He suddenly felt nauseous and his legs burned as corruption began to climb up them. His spell faltered. He tried to jump away from the burning blight, but it was no use. It was all around him and his team. The undead unicorns advanced, sending pulses and firing orbs that burst near them. The splash of the orbs caused the blight to form on the living ponies, burning their skin into a wrinkled, leathery form.

The dogs charged them, weapons drawn. The moment they hit the unicorns, the team was routed. Some guardsponies fell, lacerated and bleeding, and writhed as the blight crept across them. Shining and Cadence both grabbed Discord in their magic and teleported away. They burst into view at the gates to the Crystal Empire along with as many unicorns as they could manage. The blight began to fall away under the magic of the Crystal Heart, and Discord had fallen unconscious.

The scouts on the wall reported the undead surrounding the Crystal Empire. The blight spread around the perimeter of the city, but it did not penetrate the influence of the Crystal Heart. The Diamond Dogs destroyed the train tracks behind their cars and then disappeared inside their cars. Cadence and Shining could hardly believe what had happened. They looked back at the swarm of evacuees roaming the city, and for the life of them they couldn't figure out how to feed them for more than a month.

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

A ribbon-sealed letter burst into view near Celestia. She unrolled it and read silently to herself. She was stunned to find it was a letter from Dead Horse, updating her on the status of the war. He told her of the isolation of Dodge City and the Crystal Empire, and he promised that her ponies would suffer greatly when the rationing became too extreme. It ended on a demand for immediate unconditional surrender, but the tone suggested he had no intention of waiting for a response before attacking.

She dropped the document and stepped off her throne, deep in thought. Luna read the letter next and was horrified. "He knows everything," Luna said in disbelief. "And he turns our every move against us."

"Yes," Celestia said hesitantly. "We knew he would scry, but we could only protect Canterlot. Now all there is left to do is face his army."

"I agree," Luna said. "We cannot try to retrieve our citizens, as dividing our armies would enervate them."

"I will not worry about our citizens," Celestia said. "The rations will last long enough for Princess Twilight to execute her plan. I hope it succeeds. It is time for me to do my part." She sat down with pen and paper and wrote a response. It was very simple. She invited him to bring his full might.

The Defeat of Dead Horse

The citizens of Ponyville were working sedulously to keep up with the guardsponies. Nopony knew when the attack was to occur, only that it was imminent. Finally, the first signs of the attack came from the sky. Spitfire pointed at yellow, sickly clouds. "The blightclouds are approaching! The Lich's army will not be far behind. Civilians into your homes, now! Pegasus guardsponies move that cloud block to intercept, and don't let up until the block is yellow and sick! Chariot Divisions prepare to launch when the swarms come! Unicorns prepare to block the blight. We have to hold the front line; we can't let Ponyville fall!"

The cloud block hit the blightclouds and slowly started turning sickly, just as Celestia had said they would. But nopony had the chance to watch it happen. Dead Horse's army burst from the Everfree Forest. Undead Earth and Unicorn ponies trotted beside decaying Minotaurs and breathing Diamond Dogs, while over head griffons and Pegasus ponies flew posthumously. The only battle cries came from the dogs as they charged. But it was the sound of the advancing army, the sound of a stampede, that truly intimidated the Equestrian forces.

The blight seemed to run in front of the undead army, only falling back as Equestria's Unicorns pushed it back. Then the undead crashed against the Earth Pony shields and armor. Over the Earth Ponies came magical bursts from their unicorn allies, bursts that shattered the undead they hit. As the skeletal and zombie ponies and Minotaurs crumbled, the Earth Ponies fell forward only a little, as there was an ocean of undead pushing to take their fallen comrades' place.

"We've got undead magic incoming!" an Earth guardspony cried out after the guardspony beside him had his face marred with a red beam. Diamond Dog howls mingled with equine whinnies and shouts as the canines joined the fight, throwing spears and jumping across lines to duel with swords. The clang of metal on metal repeatedly pierced the steady sound of battle.

In the sky, the chariot divisions dueled undead Griffons and Pegasus ponies. Chariots rolled, swirled, and looped as the sole unicorn onboard each one fired rapidly into the swarms. The pulling Pegasus ponies held nothing back, slamming into Griffon and Pegasus skeletons and zombies at full speed to make the holes their unicorns needed to attack. But despite their training, many chariots were overcome, often by the chariots becoming detached from their pullers and plummeting to the ground.

As the Earth ponies began to buckle under the attack, the reserve chariots flew low overhead, sending beams and bursts into the dogs and undead. They crisscrossed their strafing runs, disorganizing the dogs that sought to dodge the deadly spells raining down on them. And though the undead were undaunted, enough were felled to allow the Earth-bound guardsponies to reorganize their defenses.

The battle wore on into the night, and the moonlight was blotted out by the chariots and Pegasus ponies of Princess Luna's armies. The fighting continued without pause, and each day the undead gained a little ground. But the middle of the third day of the attack, the Chariot Divisions were routed. The loss of the sky would mean defeat on the ground, and one didn't need to be a military pony to understand that. But the citizens of Ponyville were not about to stand idly by and watch their town fall.

All Spitfire heard before the tornadoes appeared was Bulk Biceps yell, "YEAH!"

"Get down! Fall back!" she roared at the civilians, but her orders fell on deaf ears. The townsponies' tornado drew in the undead rush, and it gave the Chariot Divisions the chance they needed to launch their counterattack. As their bursts entered the tornadoes, clusters of bones burst out of it.

The blightclouds had nearly turned the entire cloud block. Any attempt by the chariots to push back the blight in the clouds was violently attacked, as the undead defended the clouds jealously. And thus the victory brought by the civilians was short lived. The cloud block rushed forward with the winds, sending down yellow rain in sheets.

The front line retreated, their only cover coming from the strafing chariots and barriers built by the townsponies. They rushed into the larger buildings of Ponyville and barricaded themselves in. The unicorns magic kept the blight from entering as the undead and dogs beat on the reinforced walls and ceilings. The yellow rain came down in torrents, though it was purified by the unicorn guardsponies' magic.

As the armies of the two Princesses clashed with those of Dead Horse, the Lich did exactly as he was expected to do according to history: attack Canterlot. With him he brought his finest creatures. The Cerberus stormed through the city and crashed into the castle as a few undead dragons circled overhead, watching for any guardspony activity. Dead Horse himself entered the castle unopposed with four Manticores beside him.

He searched the castle, but there was no resistance to be found. When he entered the throne room, he found the only barrier to his reign over Equestria. A purple alicorn standing beside the Diamond Dog ambassador, Bill.

Bill bowed deeply. "I present to you Princess Twilight Sparkle, of Friendship. She wishes to negotiate with you, Emperor Quill."

The Lich studied Twilight for a few minutes before speaking. "Why should I not simply kill you?" he asked in a slow, deliberate tone. His horn glowed dimly, threatening to send a deadly spell should she answer poorly.

Twilight swallowed hard, hoping that her calculations were not incorrect. "I have information that you might consider invaluable, Emperor Quill."

He turned his head as he watched her. "Oh? And you so readily address me as Emperor." His horn fizzled out. "What do you believe I would find so invaluable?"

"The location of Princess Celestia.” Twilight announced confidently with her head held high. "And the Elements of Harmony."

His eyes glowed fiercely. “And what do you ask in exchange for this information?” he growled.

Twilight struggled to hide her reemerging worry. "Only that I may establish my own kingdom of Friendship, based in Ponyville. I recognize, of course, that I will be required to accept you as Emperor."

"And why should I trust you?" the Lich asked. "I remember seeing you aside Celestia, Luna, and Discord."

Twilight dropped her head and sighed sadly. "For so long, I have been able to depend on Princess Celestia. She has been the most powerful being in Equestria, able to protect the land against any evil. But that battle demonstrated something I did not want to accept, and I struggled with the truth for a long time. There are beings far more powerful than she is. The degree to which you overpowered us all is a perfect example. The very best that Equestria had to offer wasn't enough to defeat you. I must do what is best for Equestria, and a prolonged war is the opposite of that. And in addition, we must be protected from all those powerful beings that would try to destroy this kingdom. That is why I propose this. I love the citizens of Equestria. That is why you can trust me."

Dead Horse smiled, satisfied. "I prefer voluntary subjection to my rule. It shows that the defeat is total. So I will grant you this. But first, you will take me to the sister Princesses. Once they are slain, then you will be allowed to create your Kingdom of Friendship."

They immediately leapt upon the dragon and flew to the Everfree Forest. Beneath them the Cerberus ran, never tiring. Finally they landed, and Twilight pointed out the Elements. On the ground, tucked away and barely visible, was an ornate chest. Dead Horse's eyes glowed with joy upon seeing it. "Ah, the chest of the Elements of Harmony. It is as I remember it."

A noise drew his attention, and Princess Celestia and Princess Luna emerged. They gasped at the sight of Twilight and the Lich. Luna shook her head in disbelief. "Princess Twilight... tell me I am mistaken."

"I'm so sorry, Princess Luna. But this is for the best," Twilight said and backed away sadly.

"Kill them!" Dead Horse roared. The Cerberus, dragons, and manticores lunged upon the sisters, and the alicorns in turn created a powerful shield to protect themselves. Dragon fire engulfed it and the three heads of the Cerberus bashed it violently. Dead Horse surged his magic into the shield, but the combined magic of both Princesses held out. The only thing that distracted him was the glow coming from behind him. He turned to see the main six in their Rainbow Forms and protected by a sphere of their own.

"The Elements of Harmony are gone, Quill, returned to the Tree of Harmony!" Twilight announced victoriously. "You may have grown powerful, but nothing is stronger than the power of friendship!"

The rainbow beam surged forward. The undead exploded into dust before they ever had a chance to turn away from the sister Princesses. The beam then jumped to the hooves of Noble Quill where it began to form its vortex. As the undead pony was lifted up, he roared and his horn glowed with malicious power.

Suddenly his body burst into dust and his fury-filled roar echoed throughout the forest. His flawed emerald shattered and releasing a mist of a sickly purple color. His soul was loose. Rarity's pristine emerald rose in the middle of the vortex, and his soul was funneled into it. The rainbow beam wrapped itself around the gem and then vanished.

But the emerald was several feet in the air, and no pony was near enough to catch it as it began to fall. But in the last second, a leaf turned into a large plush pillow under the emerald and received it. The rest of the plant grew into Discord. "Hah! I win after all!" All the ponies sighed. Noble Quill had been defeated.

The chest Dead Horse had suspected to hold the elements was actual for his new gem. Inside was a thick, soft padding with an emerald shaped indention. The soul-gem was set in it and the chest was locked tight. It was taken to the castle of friendship in Ponyville as Celestia Luna returned to Canterlot to arrange a meeting through the ambassadors. A few days later, Twilight and her friends accompanied Princesses Celestia, Luna, and Cadence, along with their guards to Tartarus.

When the convoy arrived, a small gathering of Minotaurs and Griffons was there to receive them. On a leash was a new Cerberus. The princesses cast numerous spells on the large hound, ones more powerful that those cast before. The chest containing Noble Quill's Soul Gem was placed in Tartarus, never to be opened again.