As an immortal, Philomena was blessed with the wisdom and power to navigate to the Astral Realm with relative ease. Mortals could only rarely access such a place while tied to their physical form; death or dark magic were often their only options, and few desired to face the price and risk associated.
Which was why such an influx of souls was such a surprise to her. Her friend, Celestia, had asked her to wait for her here. It was usually quite boring here, but also peaceful and calming, so she had agreed. She had only hoped that her presence here gave Celestia some peace of mind during these stressful times.
Now, souls were coalescing all over the plane, and she had no idea why this would be. It was possible for the souls of the dead to arrive here without dissipating, but that usually required powerful magic and someone to direct it. Something big must be happening. She flew around, trying to ask the souls what was happening, but they were confused and lost, and they did not know how to be as they were. Already their emotions were affecting the realm, manifestations of their thoughts and fears sporadically appearing.
It was chaos, the kind that Philomena hated.
Where was Celestia? Where was Luna, or Cadance, or Twilight Sparkle? Where was Discord? Even he should be able to tell something was wrong. Then again, would he even care? Philomena still didn't trust him completely.
A sudden flash of light, and Philomena felt her heart soar. Twilight Sparkle was here! She could tell her what was wrong! She could help her fix this! She gave a "Caw!" in greeting, flying over to her friend.
Twilight Sparkle turned toward her and grinned, bringing Philomena up short. Her eyes were wrong, and her teeth look sharp. Was this really Twilight? "Ah, another Plane Walker survived. Celestia's pet, Philomena." Her voice sounded cold and distant. She looked around, taking in the sight of the chaos created by the untethered souls. She scowled. "What a mess."
With a flash of her horn, the space around the pair expanded, pushing everything else away and leaving a clear, black marble floor many miles in diameter. Philomena squawked in outrage. What was she doing? Where is Celestia?
Twilight laughed. "Oh, Celestia didn't want to come. Neither did Luna nor Cadance. Which was quite lucky for me, I suppose: I needed some way to get those three freeloaders out of this realm." She lit her horn again, erecting obsidian walls all around, a gleeful smile on her face. "I brought those souls here out of the kindness of my heart, but I owe them nothing now. If they want to fall to pieces or fight amongst themselves, I will not stop them."
Philomena could not believe her ears. "Caw! Caaw!" These souls could destroy themselves and corrupt this realm without guidance.
"I'm tired of forcing ponies to do the right thing. They can come live with me here, if they want, but I will not make them." She spun around, gesturing with a hoof to the expansive city of towers an walls that she was raising around them. "Elysium will endure, no matter what they do. I am powerful enough to ensure order here. I will create perfection, and it will last FOREVER!" She erupted into laughter.
Philomena shook the tears from her eyes before speeding off. There had to be something she could do!
The Astral Plane was a strange place presently. The surviving souls held strongly enough to their identity to manifest, most of them taking on the form of their physical bodies. Some few became monstrosities, twisted by pain, guilt, or fear. Others became as wisps, hiding as best they could, clinging desperately to existence despite their despair.
The landscape was twisted and deformed by emotion, but certain areas became stable. Alien rivers and molten fields, chunks of land floating in a dark abyss, even some places that might seem normal enough, refuges of what little sanity some souls managed to maintain. And in the center -- at least to the extant that such a place could have a center -- stood Elysium.
The black city shone with a golden light. It was said that it was to entice the foolish or desperate, and draw them into its depths, never to return. Ponies tried not to face it if they could, and only spoke of it in hushed whispers, fear and awe heavy in their voices. It became the greatest insult to tell somepony to approach its gates.
For if existence was so terrible outside its walls, what horrors would be found within?
Philomena didn't know. She had not set wing inside the city since the new Twilight Sparkle had arrived. When she first fled, she had returned to Equestria to seek out her other friends. Unfortunately, she had found them almost immediately.
Dead.
From what she was able to put together, the Astral realm had previously housed three great spirits that watched over the land. Twilight Sparkle had somehow forced them out, using the other three alicorns as conduits of some kind. How she had managed to kill the immortals afterward was uncertain.
Whether they would have revived or not, Philomena could not know. A dark presence was attacking the world, and she knew she could not remain. It was with a heavy heart that she abandoned her friends to their fate. She found herself hoping that the wouldn't revive: such a fate was certainly worse than oblivion.
Still, she held onto hope that maybe Celestia's soul had arrived here anyway. She searched and searched for her friend, vowing to never give up. If only she could find her, she could at least have a friend by her side, and maybe they could make things better somehow!
That had been over twenty rebirths ago. Each one had been painful with no friends to awaken to. Eventually, she stopped counting; time seemed to mean little in this place.
She had just been reborn again, and was watching a river that glowed a sickly blue. A few ponies were hiding in a small alcove in the bank. A monstrosity was prowling nearby, something with a dozen be-clawed tentacles and fiery eyes, covered in spines.
What would happen if it caught them? Would it absorb their souls, or would it just dash them to pieces? Would they care either way? She watched as one of them shifted and then fell into the river. Its shouting and splashing alerted the beast as it was carried downstream. The beast jumped to the river bank, but noticed the remaining ponies before entering the river.
Their screams were haunting, and Philomena was glad when they were silenced. There was too much pain around her for her to feel very sorry for them. The pony in the river, however...
She saw its eyes widen in terror, ethereal tears streaming downing its cheeks. In that moment, despair seemed to dominate, and the pony's soul fell apart, dissolving into the river, turning it a disturbing red. The magic in the area must have had some kind of sympathetic response, or at least a sick sense of humor.
Recognizing that despair, that sense of loss, Philomena felt something in her mind snap.
This was hopeless. The chaos and ruin outside the walls of Elysium was beyond endurance. She could not stay here, and neither could any of the remaining souls. She didn't like it, but it seemed like there was only one other option.
With a heavy head, she took to the air and aimed herself toward the dark city.
Perfection was a truly beautiful thing. She had been so patient before, so yielding. After all, beauty was worth waiting for. It had almost cost her everything.
The world was gone, now. All that work, all the pain and toil, gone. Her friends deserved their fate, for abandoning their duty. She hoped they would suffer the way she had suffered for millennia. But that was no longer her business.
No, her business was creating perfection.
Taking Twilight Sparkle's power, she was able to create Elysium, the Divine City. At Twilight's urging, she had also brought a large number of Equestrian souls here, to save them from the oblivion being wrought by her would-be master, Atrament. Atrament would not follow her here, she was sure of it.
Her debt was repayed, but still Twilight was unsatisfied. Her and that phoenix, both. They thought she should guide the souls, protect them, take care of them. Ha! What nonsense. She had been called tyrant and monster before for trying those very things. She was tired of working so hard. Maybe if she had been shown gratitude for her efforts... but no. She was tired of being selfless. This world would be hers, for her benefit and her alone!
If only her heart had agreed. She opened her doors anyway, allowing any who desired to enter. And, if she was honest, she was glad that she did. Perfection was always more perfect when it existed against the odds. An empty, perfect city is not even half so great as the clockwork that existed around her now. Ponies came to her broken, and she would fix them. Give them a purpose. Set them on a route. It was really a work of art, in her opinion. All of her subjects marched to her schedule, stepping in synchronized movements, creating a kind of wondrous music.
They were so willing to escape their own pain, that they barely resisted; compliant cogs in a machine, happy to be useful. Philomena had eventually returned as well and offered her services. She would fly out into the wastelands and find lost souls, tempting them to enter the city and escape the pain they caused for themselves. More pieces for the puzzle, more gears for the intricate music box that was her wonderful city.
Nyx was the happiest she had ever been in her entire life.
She had finally won.
It was glorious.
It was beautiful.
It was orderly.
It was Harmony.
It.
Was.
Perfect.
Twilight watched, her mind imprisoned within her own body.
If only she could cry.