Blackest Night: Equestria

by ZeroBlue

Rating: teen
Tags: Crossover, Dark, Adventure
Length: 20738

Crossover between FiM and the Green Lantern/DC Comics event Blackest Night.

Across Equestria, the dead will rise…and the Elements of Harmony will have to rethink everything they think they know about their universe.

Crossover between FiM and the Green Lantern/DC Comics event Blackest Night.

Published 1970-01-01 00:00:00 UTC
Last updated 2012-08-27 23:23:36 UTC

Part One: Tomorrow Will Be Dying

A/N: First step into this fandom. Here goes nothing.

Blackest Night: Equestria

Part One: Tomorrow Will Be Dying

The entity called Pandora was not known for letting things slip her mind.

Blessed with omniscience and omnipotence, Pandora was a being who could rewrite reality with the flick of her wrist, restructuring entire timelines and universes in whichever way struck her fancy. She could halt gods and demons in their tracks, stare down creatures from beyond time, and strip planets down to their basest atoms. She was a goddess, a deity, worshiped in untold languages and understood completely in none. The rare few who encountered her expressed doubts that she was anything even close to mortal.

Which made it all the more surprising when the black ring slipped past her.

When it happened, Pandora was standing in the shifting mass of the multiversal reality, pulling the disparate strands of time and space around her to create a brand new multiverse. She worked tirelessly to restore what had been lost, reordering and restructuring all 52 universes into a more harmonized state. As she turned Krypton’s sun from yellow to red in four universes and slowed down time for Universe-2, Pandora idly noticed that a small black ring was veering dangerously close to its universe’s Source Wall. If the ring made contact, it would be sent out into the Bleed and into the realm of other, different multiverses, where absolutely anything could happen to it if it was left unsupervised. Pandora moved to grab it and toss it back into its own universe, but was quickly distracted by the imminent collision of the planets Rann and Thanagar in Universe-6. By the time she had fixed that, several more problems had popped up for her to deal with, and all thoughts of the black ring soon passed from her mind.

As a result of her brief bout of forgetfulness, the ring passed unhindered into the Bleed, tumbling about in the blood-red ether and narrowly avoiding colliding with a multiversal carrier. Once through the Bleed, the ring promptly homed in on a random multiverse and disappeared completely from the borders of the 52. The ring would never cross Pandora’s mind again – at least, not until the heroes of Earth-1 confronted her about her many errors in restoring their multiverse.

But that is a story for another day.

There was no Source Wall in the universe where the ring emerged, no cosmic barrier to let things in and out of its universe at will. As a result, the ring simply appeared out of thin air, arriving in its new universe without sound or spectacle. It hung there for a moment, as though getting its bearings.

“Error. No Central Power Battery detected. Planet Ryut does not exist in this universe. Error. Error. Scanning for tether to the Emotional Spectrum.”

“Tether located.”

The ring abruptly turned and shot off across the universe, homing in on the tiny blue-green planet of Equestria.

“And for my next trick – the Loop-De-Swoop Triple Axel!”

Rainbow Dash blazed across the sky in an arc of brilliant light, twirling and twisting as she flew upwards. Soaring high into the air, Dash allowed herself to gain a quick burst of speed before diving into a series of loops, each one smaller and more swiftly executed than the last. Coming out of the last loop at a blistering pace, she spun her body around in the air several times before coming to a graceful stop atop a cloud. Dash held her front legs above her head in triumph, grinning wildly at the execution of another successful trick.

When no response came, Dash abruptly sat down on the cloud and crossed her hooves in front of her in a huff. “Y’know, maybe I should’ve brought Pinkie to be my pep squad instead. At least she would’ve been a bit more enthusiastic.”

Several feet below her, Twilight Sparkle stirred from her perch on the cliffside and shook her head. “Sorry? Did you say something, Dash?”

Dash rolled her eyes. “Forget it.”

“Oh, okay.” Twilight turned back to the point she had been staring at for the past half an hour, gazing at the crowd of ponies gathered around the Ponyville schoolhouse. One young filly was the new center of attention, proudly turning in circles to show off the brand-new mark on her flank. Even from several miles away, Twilight could hear the oohs and aahs of the crowd. She sighed wistfully, resting her head against one of her hooves.

“Hell-OOOO!” Dash called out suddenly, causing Twilight to jump. “Equestria to Twilight! Are you even listening to me?!?”

Blinking several times, Twilight offered her friend a sheepish grin. “Sorry, Dash. I guess I just lost my focus there for awhile.”

“Yeah, no kidding,” Dash snorted. “You’ve been staring off into space ever since we got here! What’s your deal today?”

“I guess…” Twilight murmured, “…I was just thinking. About them.”

“What, those kids?” Dash glanced down at the crowd around the schoolhouse. “Some filly got their cutie mark. So what?”

“I was wondering…if that cutie mark really meant anything.”

Dash stared. “Twi, no offense, but have you been eating Pinkie’s special brownies again? Of course it means something!” She proudly displayed the rainbow-colored lightning bolt on her own flank. “This baby means that I’m the fastest, strongest, most awesome flyer in all of Equestria! It doesn’t get much more meaningful than that!”

“But what if it’s not as simple as that, though?” Twilight exclaimed, turning to look at Dash. “What if there’s a cutie mark that looks like it means one thing but actually means another? Would that pony ever know? What if there was a pony who got their cutie mark but was really, really lazy, so they never actually got to perform their special talent? Would anything happen to them or their mark, or would they just stay as they were? If two ponies have similar cutie marks, is there any way to tell if one is better at their talent than the other? What if there are multiple ways to utilize a pony’s special talent? Is there any way to know which is the best one, or is it all random? And what about-”

“Twilight! Twilight!” Dash interrupted, flapping down to her level and placing her front legs on her friend’s shoulders. “Breathe already, jeez. What are you trying to say, exactly?”

“I just…” Twilight raised her hooves helplessly. “If a cutie mark’s meaning isn’t as clear-cut as I think it is, then how do I know what to do with it? How do I know what I’m supposed to be doing with my life?”

Dash withdrew her hooves from Twilight’s shoulders, flying over and sitting down next to her friend. “Look, Twi,” she began. “I don’t really think about this stuff much. Personally, I don’t think all this philosophy junk is good for anything but making ponies more scared and confused than they already are. You don’t need to be worrying about things like this at all! I mean, look at me. I love flying and I’m good at flying, so I decided I’m going to be the best flier there is. Pretty simple, right?”

“I guess.”

“So don’t you worry your silly little egghead brain over it, okay?” Dash asked, playfully mussing Twilight’s mane with a hoof. “If you’re happy with yourself, then what the hay do you need to be worried about?”

Twilight pushed her mane back into place with her hooves, fighting back a smile. “Nothing, really.”

“That’s the spirit!” Dash cheered, getting to her hooves. “I’ve got weather duty in a little bit. You cool with me bailing out on you?”

“Yeah. I’ll be fine.”

“Awesome! See you later, Twilight!” Dash spread her wings and flew off the cliff, rapidly becoming a blue speck off in the distance.

Twilight watched her leave, then settled back into her position of watching the schoolhouse. It was some time before she decided to leave.

Dig the pit. Five lengths by two lengths. Lower the coffin. Fill the hole. Dig the pit. Five lengths by two lengths. Lower the coffin. Fill the hole. Dig the pit. Five lengths by two lengths. Lower the coffin. Fill the hole.

Grim Graves the mortician pony silently chanted this mantra to himself as he went about his work, methodically digging into the ground with a shovel clenched between his teeth. He was currently three-fourths of the way into his latest grave, flinging dirt out of his pit to land on the ground above him. Rivulets of sweat traced their way down his grey hide as he worked.

Dig the pit. Five lengths by two lengths. Lower the coffin. Fill the hole. I wonder if corpses feel warm to the touch.

Grim Graves paused in his work momentarily, then furiously shook his head and resumed digging even faster.

No no no. Bad thoughts. Bad thoughts. Must work harder. Keep the nasty thoughts out. Dig the pit. Five lengths by two lengths. Lower the coffin. Fill the hole.

“Grim Graves of Equestria.”

The deep voice startled him, and Grim Graves actually dropped his shovel in fright. Spinning around, the earth pony found himself face-to-face with a floating black ring, the kind he’d seen unicorns wear on their horns when they got married. It looked a bit small to fit on a unicorn’s horn, though.

The ring spoke again.

“You are obsessed with thoughts of death.”

The pony’s eyes widened. “Yes,” Grim Graves whispered, entranced by the obviously magical sight in front of him.

The ring floated closer. “Do you wish to know the truth that lies beyond death?”

“Yes,” Grim Graves repeated, his voice dry.

Wordlessly, he stuck out his right foreleg. The ring floated toward it, changing and expanding with a brief crackle of energy until it was large enough to fit comfortably on his limb. It nestled itself halfway up his leg, slightly pushing up the sleeve of his off-white uniform.

“Then die.”

The ring sprang to life, sending out jagged spikes of black energy that traveled up and down Grim Graves’ body, stabbing him all the way down to the bone. The earth pony screamed, all conscious thought driven from his mind as the pain overwhelmed him. As he thrashed and writhed about in the ditch, a black aura began to emanate from the ring, growing in size until it covered his entire body and began to turn corporeal. The aura around him formed into a jet-black jumpsuit with a connected face mask and cape, with a symbol appearing on both sides of the jumpsuit that matched the design on the ring.

At long last, Grim Graves toppled over onto the wet dirt, his eyes rolled back in their sockets and his fur smoking. He did not move for several minutes.

The ring pulsed once.

Grim Graves slowly rose to his hooves, running his tongue over blackened teeth as he climbed out of the grave. Getting to his feet, the earth pony lifted his front right hoof into the air, as though offering it out to an unseen observer. Fragments of black metal began to appear in the space before him, combining together piece by piece and eventually forming the shape of a four-sided black lantern.

A voice came from within the lantern, weak and raspy. “What is your name?”

“Black Hoof,” the earth pony replied throatily, his eyes fixed on the lantern.

“Who do you serve?”

“You, Lord Nekron,” Black Hoof said, bowing down with his front two legs and inclining his head.

“Then you know what you must do.”

“Yes,” said Black Hoof, beginning to rise into the air. “Find the Elements. Find the tether.”

“And then?”

Black Hoof inserted his ring-clad leg into the lantern, which began to shine even brighter. “Eliminate all life in the universe.”

A swarm of black rings emerged from the other side of the lantern, dispersing in the air and buzzing like a group of angry insects. Above them, dark clouds began to form in the sky, rapidly spreading across the horizon in every direction.

Black Hoof watched all this, and smiled.

"The Blackest Night falls from the skies

The darkness grows as all light dies,

We crave your hearts and your demise,

By my black hoof, the dead shall RISE!"

Princess Celestia sipped at her tea and smiled, gazing out at the landscape from her perch on her balcony. The view from her private tower was magnificent, giving her a pegasus-eye view of Equestria that stretched from one border to the other. If she closed her eyes, Celestia could feel the heartbeat of Equestria beneath her, with all of the land’s creatures moving and acting as one within her grand system. The pegasi moving the clouds into place, the woodland creatures feasting on the plants of the forest, the fish cleaning up the coral reefs on the coast…Celestia could feel it all, moving and living and laughing in unison. Everything was in perfect harmony.

Until it wasn’t.

Celestia frowned, setting the teacup down on a railing with her magic. Something was wrong; she could feel it in her bones. Some tiny, niggling, indescribable thing was out of place in her world, something that hadn’t been there a second ago. She could feel the whatever-it-was moving with deliberate sureness against the natural rhythm of the environment, creating a signal that screamed wrong, wrong, wrong in her head over and over like a blaring alarm.

The goddess screwed up her face in concentration, desperately trying to locate the abnormality as though it was an itch she couldn’t scratch. Before she could investigate further, however, a wave of intense dizziness hit Celestia like a thunderclap, causing her to drop to her front knees and struggle not to pass out.

Celestia had just made her way back to her hooves when a frazzled-looking blue alicorn staggered onto the balcony. “Sister!” she gasped. “The world is wrong!”

Princess Luna was a mess. Her normally pristine mane was in tatters, sticking up in some places while lying limp and flat in others. Luna’s crown and other royal jewels hung askew on her lean frame, suggesting that she had put them all on in a frantic hurry. Her eyes were bloodshot, with the heavy bags under her eyes giving away her recent lack of sleep. Celestia could see Luna’s legs quiver even as she attempted to stand at attention, with almost no effort made to hide her bedraggled state.

“Luna, what are you doing awake at this hour?” Celestia asked with alarm, striding over to examine her exhausted sister. “It’s still the middle of the day! What are you thinking?”

“I was forced awake, sister!” Luna replied, her voice ragged. “What we thought impossible has now occurred! Night is falling – at midday!”

Luna punctuated this last statement by gesturing out at the open sky. Turning her head, Celestia caught sight of a cluster of dark clouds making their way across the horizon, swallowing up every single bit of clear blue sky as they slowly blotted out the sun.

“Those are not normal clouds,” Celestia observed, her eyes narrowing. “Clouds of darkest night…creating both night and day at the same time. No wonder, then, that we both feel so dizzy – our bodies don’t know whether to go to sleep or stay awake.”

“It is most unnatural, sister,” Luna pronounced grimly. “I hear tales from our pegasi that the clouds do not just move on their own – they whisper as well.”

“The clouds whisper?” said Celestia. “Are you certain about this?”

“Aye, they buzz and drone like a crowd of angry Parasprites,” Luna affirmed. “My guards almost mistook it for a swarm before they looked closer. Whatever is inside that cloud, it is smaller than any insect we know.”

Celestia rose to her hooves. “Rouse all the guards, both yours and mine,” she directed. “And have a letter sent to the Wonderbolts immediately. If there’s something new in the sky that we don’t know how to deal with, they need to be prepared to take action.”

Luna nodded once, then galloped back inside the palace and disappeared from sight. Celestia followed her at a more subdued pace, her brow furrowed with concern.

Outside the walls of Canterlot, Black Hoof watched the advancing mass of rings with a slight smile on his face. Raising his front left leg, he held aloft his newly constructed black lantern.

“Canterlot. RISE.”

Celestia had just made it to the throne room when one of the Canterlot Royal Guard barged in behind her, huffing and puffing.

“Princess!” he wheezed, adjusting his helmet with one hoof. “Small black lights of some kind have been spotted coming out of the cloud! They appear to be headed for the Canterlot Graveyards! Your orders, marm?”

Celestia stopped short, mulling this over. “The graveyards?” she muttered, almost to herself. “What could they be doing at the-”

An enormous rumble prevented the princess from finishing her sentence, as the entirety of Canterlot Castle was rocked by several massive tremors in quick succession. Cracks and splinters began to appear in the foundation of the walls, with several priceless artifacts on display falling over and smashing into pieces. Both Celestia and the guard fell to the ground, unable to stand with the floor nearly giving way beneath them.

When the worst of the quakes had ceased, Luna teleported into the room with a flash, looking more shaken than ever. “Th-the ground outside is tearing itself apart!” she exclaimed. “If the reports I hear are true…the dead are rising from their graves!”

“What?!?” Celestia said, her eyes widening. “Not even we have the power to raise the dead! There must be some mistake!”

“There is, Celestia. But you’re the one who made it.”

The decrepit, rotting-sounding voice behind them made both alicorns and the guard jump in surprise. All three of them turned to face the newcomer.

The pony looked to be about the same height as the guard, and was dressed in similar armor. It was there, however, that the similarities ended. The pony’s skin was a dull, dry gray, practically rotting off of his frame with his hair coming off of him in clumps. His eyes were a sunken, milky white, and his mouth had no lips to speak of, instead displaying two full rows of sharpened teeth. His armor matched the guard’s in design and shape, though with a silver-on-black color scheme rather than gold-on-white. A strange symbol was present on both sides of his armor, consisting of five vertical lines above an inverted triangle, set inside a circle. Behind him, several more necrotic ponies in guard armor stood at attention.

“The Royal Guard,” the pony mused, stepping forward in a predatory fashion. “Such a useless position, really, when the royals we’re guarding are more powerful than any number of us put together. We really can’t do much for you royals that you can’t do for yourselves, can we? All we can ever do for you is die.”

Celestia peered closely at him, her eyes narrowed. “Silver Shield? Silver Shield, is that really you?”

“Insightful as always, Princess,” the pony hissed. “The first pony ever to become a Royal Guard, the first pony ever to come back from the dead. Fitting, isn’t it?”  He took another step towards the princesses.

“Freeze!” the guard called out, his voice shaking. “Stay right where you are, I’m warning you!”

“You’re a wet-nosed filly compared to me, boy, and don’t you ever forget it. Never threaten me again,” Silver Shield snapped at the terrified guard before turning back to Celestia and Luna. “We die and die and die, and neither of you give enough thought to us to care. Now it’s your turn to die, Princesses. Let’s see how you like it.”

Celestia stepped back in shock. The Silver Shield she had known hundreds of years ago was a kind, gentle soul who never had anything bad to say about anypony, lending a hoof to any who needed it and offering stern but fair advice. This hateful, contemptuous creature standing in front of her was barely recognizable as the friend she once knew.

“What’s happened to you, Silver?” she exclaimed. “You never spoke to me like this in all your life! What’s been done to you?”

“I have been reborn, as have we all. We are Black Lanterns now,” Silver Shield announced. “And we will have your FLESH.”

As one, the group pounced on the three of them.

Black Hoof listened to the cries and screams coming from Canterlot Castle as more and more Black Lanterns ripped themselves out of the earth, and nodded in approval.

“You will feel it all,” he said aloud. “The Princesses, the Elements, the tether that lies within you…you will feel it as we destroy every last one of them.

“You are connected to them ALL, Twilight Sparkle.”

Part Two: Rise

Part Two: Rise

The Black Lanterns lunged at the princesses, exposed jaws snapping and grey spittle flying from their mouths. With a flick of her horn, Celestia threw up a magical barrier and repelled them, causing the Lanterns to sprawl back on the floor in a heap. Sensing an opening, Luna hit them with several bursts of her own magic, scorching the deceased flesh right off their bones. When the Black Lanterns finally got back up, it was not as a unified force, but as a dispersed and off-balance group. The Lanterns shook their heads dizzyingly as they rose back to their hooves, shaking off the effects of the magical attack.

The guard pushed past Celestia and Luna, his legs shaking as he placed himself between them and the Lanterns. “Get to safety, your highnesses! I will hold them here for as long as I can!”

Silver Shield sneered. “One weak little soldier against twenty of Canterlot’s best? We’ll rip you apart!”

“It doesn’t matter. I will do what I must,” the guard replied, swallowing heavily. “For my kingdom.”

Fear.

Silver Shield suddenly lunged at the unsuspecting guard, knocking him off balance and sinking his teeth deep into the guard’s skin. The guard howled in pain and struggled in the grip of the Black Lantern, a sickly yellow ichor spilling out of the wound. Celestia raised her horn and blasted Silver Shield out of the way, but the damage had already been done. By the time she had rushed over to the guard’s prone form, he was nothing more than an emaciated, shriveled husk of a pony, all the life drained out of him by the Black Lantern.

“Monster,” Celestia whispered, glaring fiercely at Silver Shield. “How could you do this? How?”

Silver Shield slowly licked the last few globs of yellow from his lips. “My apologies, Princess, but I couldn’t resist! His fear called out to me, sang *to me from within his veins! And it tasted so sweet…I wonder if yours will taste any better?”*

Celestia growled in fury, sending an enormous beam of magic straight at the grinning Black Lantern. The beam hit him full in the face, shearing off his head and shoulders as well as part of his front legs. Rather than collapse in a heap, however, his body remained upright, with the scorched remnants of his flesh morphing and growing back together until Silver Shield was whole once again.

“Is that it?” he laughed. “My, my, looks like this will be easier than expected.”

Celestia nearly reared back in shock. That blast had been unleashed in a moment of lost self-control, creating an explosion of pure, unrestrained solar power. The attack should’ve atomized him, reducing his entire body to little more than dust – and he’d shrugged it off as though she’d merely slapped him.

“Fall back, Luna!” Celestia cried out, wheeling around in an effort to locate her sister. “These creatures are immune to our strongest magic! We must regroup!”

Luna nodded her agreement, repeatedly blasting the oncoming group of Black Lanterns with magic and gritting her teeth each time they reformed. “Aye, retreat is best!”

The sisters met each other’s eyes across the battlefield, and nodded once. Two simultaneous flashes of light erupted within the throne room, temporarily blinding the unprepared Black Lanterns. When their vision had cleared, the princesses were nowhere to be found.

Silver Shield threw back his head and laughed. “Run away, have you? How amusing. Go on then, princesses, flee – there are only so many places to hide!”

His ring pulsed. “Power levels 0.05%.”

With a flash of light, Celestia and Luna reappeared in Celestia’s private chambers. The two of them took a moment to get their bearings before barring all the windows and shoving dressers and chairs in front of all the doors with their telekinesis. Within less than a minute, the room was completely blocked off from the outside world.

Satisfied that her task was done, Celestia allowed herself to collapse against the side of the bed, the exertion of the intense battle finally catching up to her. Luna wobbled slightly but did not fall, moving over to look out the windows.

Columns of grey smoke billowed from various towers of the castle, providing a slight contrast against the solid black skies. All over the grounds, Black Lanterns were chasing down terrified ponies and pouncing on them, sinking their fangs beneath the flesh and draining their victims dry. The Royal Guards were attempting to be everywhere at once, unsuccessfully trying to drive back the monsters with their spears. Many of them were bitten and drained themselves for their troubles. A few pegasus guards swooped about here and there, providing assistance where they could.

“That guard, the one who tried to protect us…I can’t even remember his name. He just died for us and I don’t know his name,” Celestia murmured, raising her head and looking at Luna. “How is it outside?”

“As horrible as it is here, if not worse,” Luna replied, turning back to regard her sister. “We must do something, Celestia.”

“But what can we do?” Celestia asked. “If even our magic does nothing against these creatures, what on Equestria can stop them?”

“The Elements,” Luna said firmly. “They are the strongest weapon we have; I know this better than anypony. Regardless of whether or not it proves effective, we owe it to our kingdom to at least try.” Her eyes fell on the writing desk in the corner. “And I know what we must do to activate them.”

Twilight was dimly aware of a voice speaking to her, but that thought was currently filed away in a mental box labeled “not important”, along with everything else that wasn’t a solution to her current problem. She sighed audibly, rolling over on her bed. Try as she might to put her fears to rest, Twilight couldn’t quite put her cutie mark-related worries out of her mind. Rainbow Dash’s words of advice had helped calm her down somewhat, admittedly, but she still had so many unanswered questions about mark functionality and purpose – most of which, if she was being honest, were about her own mark.

Her musings were shattered when a pillow hit her straight in the face.

“Spike!” she exclaimed, spitting feathers and sticking her tongue out in revulsion.

Twilight’s dragon assistant was standing at the head of the stairs with a red quill tucked under his arm, tapping a foot impatiently. “C’mon, Twilight. You’ve been moping around the house all day! Don’t you have a report to send or something?”

“I’ll get to it later,” Twilight replied tiredly, resting her head on her pillow. “I don’t really feel up to it right now.”

Spike opened his mouth to protest further, but a loud belch and a swirl of green flame came out instead, dropping a small scroll onto the floor. Twilight was off her bed and at Spike’s side in an instant, staring down at the tightly wrapped parchment and its tiny golden seal.

“A letter from the Princess!” Twilight exclaimed joyfully, her previous depression forgotten as she set about opening the scroll with her magic.

Spike peered over her shoulder as she finished unwrapping. “Wow. That looks a lot sloppier than the Princess’ other letters.”

“Sloppy” was an understatement. The paper looked jagged and torn at both ends, as though somepony had just yanked the parchment from its scroll without bothering to make a clean tear. Blots of ink dotted the entire paper, covering the message in spots big enough to obscure entire words. The writing itself was in a shaking, haphazard script that was almost unreadable, moving up and down the page with no real consistency or pattern. It was, in short, a total mess.

Twilight frowned, turning over the paper with her magic to inspect the seal. “This can’t possibly be from the Princess. There must be some mistake.”

“Read it! Read it!” Spike urged. “Maybe there’s an explanation.”

Twilight turned the paper back over and began reading out loud.

“Twilight Sparkle,

We bring you grave tidings. Canterlot is under siege by creatures known as Black Lanterns, which claim to be the reanimated forms of previously dead ponies. They are attacking the capital and feeding on the populace, and there is no magical attack that seems capable of stopping them. Not even the full power of both my sister and myself can harm them. The only hope we have left is the Elements of Harmony. Please, gather your friends and come to Canterlot immediately. Time is of the essence. We have never needed you more than we do at this moment.

Yours,

Princess Luna.”

Spike gasped. “Oh no! Twilight, we gotta do something!”

Twilight nodded, her eyes widening with panic as the enormity of the situation abruptly hit her. In all her communications with the Princesses, she had always trusted in their wisdom and foresight, as they always seemed to know what to do or say even in times of great crisis. Never before had they sounded so utterly scared and helpless, especially the imposing and powerful Princess Luna. Now both Princesses had admitted that they were completely helpless in this situation, and they were relying on her to resolve it. Twilight gulped, suddenly feeling very faint.

It’s all up to me now. It’s all...up to…No, no, I can’t break down now! The Princesses need me! EQUESTRIA needs me!

Shaking off the dizzy feeling, Twilight made a small gesture with her magic. A book flew out of a nearby shelf and stopped in front of her, the pages flipping until they reached a certain point.

“Here it is,” Twilight announced after a moment’s glance at the page. “The next train for Canterlot leaves in half an hour. That gives us just enough time to gather the others and meet at the train station. We’ll get the tickets first; securing transportation is our top priority right now.”

“Then what are we waiting for?” Spike exclaimed. “Let’s go!”

The dragon and pony turned and raced down the stairs together, making it to the front door in record time.

“Owloysius, close up shop! We won’t be back for awhile!” yelled Spike as the two of them rushed out the door.

The owl hooted in response, ruffling his feathers as he started flying around and extinguishing the candles one by one.

A crackle of black energy marked Black Hoof’s sudden appearance, manifesting with a swirl of wind in the bushes outside the library. He smiled as he caught sight of Twilight and Spike, rushing outside and heading for the train station as fast as their legs could move.

“Yes, there is the tether. I can feel her all the way from here,” he crooned, leering at the pony’s retreating figure. “You pitiful, foalish little pony. So worried about your precious Princesses when you should be worried about yourself – and all your little friends.”

“Power levels 12.34%.”

The black clouds reached the edge of the Everfree Forest, casting a long, dark shadow over the small cottage on its outskirts. Inside the house, woodland animals of every shape and size chittered and chattered with fear, hurriedly seeking refuge from the storm in any enclave they could find. The constant booms of thunder only scared them further, sending periodic waves of squirrels, rabbits, and chipmunks running back and forth across the floor in a mindless stampede.

Fluttershy flapped anxiously over from one spot to the next and back again, attempting to calm down the startled hordes of animals.

“Um, you should probably all relax and take some deep breaths…” she suggested, a few sparrows nearly clipping her wing as they flew past. “It’s only a little storm; you don’t need to get so upset.”

The animals suddenly froze in their tracks, staring at Fluttershy with wide, frightened eyes. All of them immediately scrambled to get as far away from the yellow pegasus as they could, huddling together against one of the far walls of the cottage.

“…Well, that’s a bit better, I suppose,” said Fluttershy, frowning. “But why are you so scared? Did I say something wrong?”

“Fluttershy…”

Hearing the raspy, alien-sounding voice right behind her set Fluttershy’s fur on end, her haunches automatically locking up in fright. Slowly, painstakingly, she turned around.

A large group of forest creatures were assembled in the doorway, containing squirrels, rabbits, foxes, birds, mice, and even a few insects among their numbers. Every single one of them looked grey, diseased, and rotting, with bones sticking out in odd locations and their eyes white and sunken. A Black Lantern symbol was visible on each of their chests.

“Why didn’t you save us, Fluttershy?” one of the rabbits asked, his innocent-sounding tone at odds with his open, drooling jaws. “Why did you let us die? We counted on you to save us, we needed you to survive! And yet you let us down…You let us all down.”

Fluttershy gasped, covering her mouth with her hooves. “I don’t understand. Wh-who are you?” she managed.

“We are every single animal that you weren’t able to save,” the rabbit replied harshly. “We were poisoned, infected, drowned, suffocated, crushed, and starved, and you couldn’t do anything to save us. We DIED, Fluttershy. We died because of you, and Nekron let us come back just so we could tell you how much of a failure you are,” the bunny informed her.

“You died…but now you’re here, and you’re talking,” Fluttershy said, struggling to keep up. “But…no, that can’t be right! Nothing can come back from death!”

“But we are *here. How does it feel, Element of Kindness?”* the rabbit taunted. “How does the great nature lover feel, knowing that she let so much life slip away? How does it feel to be reminded of all your failures?” He spread his arms to indicate the large group of creatures behind him.

“No…no, please no,” Fluttershy whimpered.

“Dead, dead, dead,” the bunny continued. “Will it ever end, Fluttershy? How many more will die in your care? Two? Ten? A hundred?”

“Stop! Please, please stop!” Fluttershy begged, eyes brimming with tears. “I’m sorry! I’m so sorry! I tried to help you; I didn’t mean to let you die! I didn’t want any of you to die!”

Compassion. Love.

“Too little, too late,” the rabbit replied, beginning to advance forward with the rest of the Black Lantern animals. “It’s time you tasted death for yourself.”

BONK!

A small brown acorn hit the rabbit square on the nose, causing it to wince in pain.

“Argh! Who threw that?!” the rabbit roared.

An angry-looking Angel emerged from behind one of the cabinets, stalking over to place himself in between Fluttershy and the Black Lantern wildlife. He shook a small white paw angrily at the Black Lanterns and hopped up in down in place, adopting a boxer’s stance and jabbing furiously in their direction.

“Angel!” Fluttershy exclaimed. “Get away from them, it’s not safe!”

Angel quickly glanced at her and shook his head, extending his arms in a show of protection against the Black Lanterns.

Will.

“Ooh, this one’s feisty!” the rabbit laughed, changing course and moving towards Angel. “I wonder how you will taste?”

Something snapped in Fluttershy’s mind.

“Don’t hurt him.”

“What?” asked the rabbit, cupping a paw around his ear in mock confusion. “I can’t hear you!”

“I. Said,” Fluttershy stated, her jaw clenching. “DON’T. HURT. HIM!”

The sheer force of her yell surprised even Fluttershy, with the sound being loud enough to shake the walls and rock the windows of her tiny cottage. The Black Lanterns shrank back away from her, momentarily stunned by her outburst. Sensing an opening, Fluttershy plowed on, flapping up until her head brushed the ceiling and fixing them with her sternest glare.

“You have no right to hurt poor little Angel! How dare you even think of doing such a thing! Your problem is with me, not him, so leave Angel out of this! Shame on all of you, threatening innocent little bunnies like that! SHAME ON YOU!”

Fluttershy’s second yell was even louder than the first, causing the light fixtures to rattle furiously and making several picture frames fall off the wall. The Black Lanterns were looking distinctly cowed by this point, with the bunny at the front seemingly unable to move or speak.

“You don’t have any right to lecture me, either!” Fluttershy continued, her voice rising. “I did my best to save all of you, anypony can see that! I always do everything I can to save a life! Sometimes my best isn’t good enough, and I am sorry that all of you died – but there’s nothing I can do to change that, so stop trying to make me feel guilty about it! I won’t let you hurt me or any of my friends, so go take your mean words and leave my house!”

Fluttershy punctuated her last statement by turning on the Stare, glaring at the Black Lanterns with everything she had.

Kindness.

The Black Lantern animals screamed in pain, recoiling away from the Stare as though it was burning their skin. The crowd of Lanterns quickly dissipated, with the zombified animals fleeing through the nearest doors, windows and loose floorboards and into the forest outside.

Fluttershy collapsed to the ground, her legs quivering as she breathed a sigh of relief. The other animals in the room slowly gathered around the exhausted pegasus, gently rubbing up against her and petting at her fur. Angel hopped directly into her field of vision, offering an encouraging thumbs-up and a smile.

“Thank you, all of you,” Fluttershy said tiredly, closing her eyes.

Those were the scariest animals I’ve ever seen, she thought to herself. Dragons are one thing, but nothing in the world is supposed to look that…dead. Good thing I managed to drive them back to the forest where…they…came…

Her eyes shot open. “The forest!” she exclaimed, startling several of the animals close to her.  “More of them might still be in there! I have to go warn Twilight and the others!”

Fluttershy shot out the door and headed down the long road that led to Ponyville, her wings beating fast.

“Power levels 25.46%.”

Rarity hummed to herself, feeding a roll of light blue fabric into her sewing machine. Cutting tools and other supplies magically hovered in midair above her, only occasionally dipping down to provide a snip here or a fastening there. The work went on in silence, with Rarity constantly adjusting and altering the dress as her fancy took her.

A loud crash came from downstairs, causing her to jump and lose her place. The stitching on the fabric veered off sharply to one side, creating an unsightly jagged line in the middle of her pattern. Rarity sighed, telekinetically pulling open the drawer that held the seam ripper and grabbing the tool for herself.

“Is that you, Sweetie Belle?” she called out absently, already getting re-absorbed in her work.

“Wrong, little pony,” a screechy voice behind her replied.

Rarity spun around. Standing in her room were the three Diamond Dogs that had kidnapped her, their physical bodies decomposing and their vests bearing the mark of a Black Lantern. All three of them hissed in unison, advancing on her with black drool spilling out of their mouths.

Rarity let out a most unladylike shriek and dived behind a wardrobe, peering out to look at the intruders. “YOU AGAIN?!? What is the meaning of this? I thought we had an agreement that we were to stay away from each other!”

“Yes we did, yes we did, pony,” the shortest Diamond Dog said. “And then we died.”

“W-What?” Rarity cried out. “But…but…how is that even possible? Surely my friends and I didn’t wound you that badly?”

“You hurt us in a different way, pony,” the big, brutish-looking Diamond Dog replied. “We were hungry, so, so hungry for gems! Starving, dying of hunger, yes! And you wouldn’t help us find any!”

“What? You didn’t need me to help you get gems!” Rarity fired back, indignation creeping into her voice. “Those caverns were teeming with precious stones! You hardly needed an expert guide to find gems there!”

“But we did, pony, oh yes, we did!” the tallest Diamond Dog cut in. “We were stupid, dumb dogs! None of us could find any gems anywhere, yes, no gems! We all starved to death!”

“You could’ve saved us, pony,” the big Diamond Dog added, his expression pitiful. “All we needed were enough gems to make it through the cold seasons, but no, no, we couldn’t have that! No gems ever, just because we hurt your feelings! Not very generous of you, pony.”

Rarity gulped, frozen in place by the accusatory glares of the dogs. “I…you…I didn’t…” she stammered. “I…I didn’t know you would starve! I would’ve helped you if I knew your situation was that serious! What happened to you wasn’t my fault, I swear!”

Fear. Compassion.

“You can still help us, pony,” said that tallest Diamond Dog, his jaws widening as he stepped forward. “We are still so, so hungry.”

Rarity shrank back, noting with growing alarm that the Dogs were between her and any possible exit out of the room. The three of them continued their relentless advance, coming closer and closer until she could practically smell their fetid breath on her face-

A door slammed downstairs. “I’M HOME!” a high-pitched voice called out.

“Sweetie Belle,” Rarity whispered, her eyes growing wide.

The smallest Diamond Dog trained his eyes on the floor. “Ooh, what is this?” he cackled. “Another precious little pony full of hope and love – mmm, I can see her aura from all the way up here! Such pretty blues and pinks, oh, yes! She’ll make a tasty little morsel, yes she will!”

“BLOOD FOR LORD NEKRON!” the other two Diamond Dogs chorused, joining their compatriot as the three of them moved back towards the stairs.

Rarity let out a little gasp. As bad as her current predicament was, it would be immeasurably worse if Sweetie Belle got involved. Sweetie hadn’t been told about the first incident with the Diamond Dogs – that particular day contained more than a few moments Rarity wasn’t proud of – and would therefore be completely unprepared if three of them suddenly appeared in her kitchen, much less in their terrifying new state. There was only one thing that Rarity could do.

Giving herself no time to think about it, Rarity leaped out from behind the wardrobe and stood tall.

“Excuse me?” she demanded. “Are you actually suggesting that you would hurt my poor, defenseless little sister? Have you no morals?”

The Diamond Dogs slowly shifted back to face her, identical grins on all three of them. “What’s the matter, pony? Feeling left out?” the tallest Diamond Dog sniggered. “We’ll get to you soon, just you wait! You, and that delicious filly downstairs, yes!”

“Absolutely not!” Rarity shouted, stomping a hoof for emphasis. “You will not touch myself or my sister, and you certainly will not do it in my own house!”

A chest in the corner suddenly glowed with magic, its top flipping open and the gems inside it lifting into the air. One by one, Rarity telekinetically hurled the gems at the dogs, who flinched and covered their faces in defense.

“And if you needed my gems that urgently, all you had to do was ASK!” Rarity exclaimed in between flinging gems. “Have as many as you like, I don’t really need them anyway!”

Generosity.

The three Diamond Dogs whimpered in pain and scampered off, jumping through a window and out of sight. A loud thump came from outside, followed by a shriek from downstairs.

“Sweetie Belle!” Rarity exclaimed, dashing down the stairs two at a time and looking around anxiously for her sister. Spotting the shaken filly huddled over in a corner, shivering and looking traumatized, Rarity ran over and swept her up in a hug.

“R-Rarity, I just saw a bunch of monsters outside,” Sweetie Belle said, her voice wavering. “Th-they were really scary ‘cause they had sharp teeth and weird skin and I think they looked at me but I’m not sure and they jumped out your window and-”

“Shh…there, there, it’s alright, it’s alright,” Rarity soothed, stroking Sweetie Belle’s mane with a hoof. “They’re gone now, Sweetie. They won’t be hurting anypony else.”

“H-how do you know?” Sweetie Belle questioned, looking up at her sister. “They just appeared and then ran off. They could be anywhere by now.”

That stopped Rarity short. Amid the chaos of the last few minutes and the adrenaline rush of trying to keep herself and her sister safe, she hadn’t actually considered what was going to happen to the Diamond Dogs after she chased them off. Sweetie Belle was right – they could be headed anywhere in Ponyville.

Rarity disentangled herself from her hug and looked Sweetie Belle straight in the eye. “I’m going to go warn the others about them. You stay here where it’s safe, okay?”

Sweetie Belle nodded.

Rarity embraced her sister one last time, then galloped out of Carousel Boutique. “I’ll be back as soon as I can!” she called over her shoulder.

“Power levels 37.78%.”

Up in the skies over Ponyville, hordes of pegasi swarmed across the masses of black clouds, desperately trying to move them away from their position right over the town. The pegasi were pushing, kicking, pulling, and straining at the clouds, even calling up small tornados here and there in fits of desperation. Nothing worked. The clouds remained stubbornly in place.

Rainbow Dash pressed her back against one of the clouds, her forelegs pushing while her wings flapped furiously.

“What is with these crazy clouds?” she huffed, her face red from exertion. “Where the hay did they even come from, anyway?”

“Nopony knows,” Cloud Kicker commented, wrestling with another cloud a short distance away. “They’re not on any schedule as far as I’ve heard, and they don’t act like normal clouds.”

“Yeah, no kidding!” said Dash, brushing her sweaty mane out of her eyes. “Since when were thunderclouds this heavy?”

KRAKA-KOOM!

The sudden booming rumble startled both pegasi, as well as a good chunk of the others in the nearby vicinity. Several ponies looked distinctly unsettled, eyeing the clouds that were now being lit from within by brief white flashes.

“Great, just great,” Dash grumbled. “Now they’re spewing lightning, too. We might as well just give up and go home.”

“And get chewed out by Mayor Mare about it later?” Cloud Kicker countered. “No thanks. I’d rather have a staring contest with a hydra.”

Dash chuckled before turning her attentions back to the clouds, placing her hooves against the billowy mass and shoving as hard as she could. As before, the clouds didn’t move. She tried again, her muscles straining with effort.  Still nothing. Dash was making up her mind to give up on this cloud and see if any other pegasi were making progress when she felt something give under her hooves.

To her credit, Dash resisted the urge to do a happy little dance in the middle of the sky. Instead, she redoubled her efforts and pushed hard, smiling as the cloud began to move in the right direction. As the mass of the cloud shifted and changed, however, it began to move even faster, making Dash flap harder to keep up. Eventually the cloud started going faster than she was, and Dash’s hooves fell away from the side of the cloud.

Dash frowned, cocking her head at the strange sight in front of her. The cloud was moving, yes, but much faster than it should have been – her last push wasn’t anywhere near that strong. Moreover, only part of the cloud seemed to be moving, with the rest staying perfectly in place.

It’s not moving, Dash realized. It’s opening up! This thing is hollow!

The unexpected movement of the cloud attracted the attention of all the other ponies nearby, who stopped their work and stared as the cloud unfolded before them.

Finally, the cloud swung open completely, and four pegasi flew out.

All of them were clad in skintight black jumpsuits adorned with silver lightning bolts, their eyes covered by shiny silver goggles. Aside from their uniforms, nothing else about them was the same, with all of them having different fur colors and mane-styles in various states of decomposition. Each of them had a Black Lantern symbol on both sides of their jumpsuit.

Rainbow reared back in shock. Shadowbolts? Here? No, wait, their colors are different…who are these ponies?

“Tiny little Rainbow Crash,” one of the pegasi sneered. “Can’t fly, can’t work, can’t do anything right. What’s it like to be such a loser?”

Dash’s eyes grew as wide as saucers. She knew that voice. She remembered that voice. She’d listened to that voice as much as she could as a filly, attending air show after air show just to hear him speak.

“…Blue Blazes?” she finally squeaked out. “Blue Blazes, the Wonderbolt captain?”

Several pegasi gasped.

“Oh, so you’re not blind, then,” the pegasus said contemptuously. “Too bad you can’t see well enough to fly straight.”

Dash flapped back away from him, a sudden wave of nausea passing over her. Her childhood idol had just returned from the dead from inside a strange black cloud, and was now saying things she never thought the playful, free-spirited pegasus would say, mocking and belittling her as though he was just another schoolyard bully back in Cloudsdale. If she wasn’t feeling so sick, the sheer absurdity of her situation would’ve made her giggle.

Am I dreaming? she thought faintly. Is this a dream? Things like this just don’t happen!

“Nothing to say?” Blue Blazes mocked. “You won’t even try to defend yourself after I insult you to your face? Goddesses, you’re even more pathetic than I thought.”

Barely even listening, Dash glanced at the other pegasi grouped around him.

“Thunderhowl…Tailspin…Hoverfly,” she murmured in a daze. “Dead Wonderbolts. You’re all dead Wonderbolts! But…no! That makes no sense!”

“In Lord Nekron, all things are possible,” Thunderhowl rasped. “He wills that we must live, and he wills that everything must die. Starting with you.”

“It’s better this way, isn’t it?” Tailspin said quietly, averting her eyes. “You know you’d never make it as one of us. You’re nothing but a failure who covers up her mistakes with bragging and posturing.”

The cutting insults directed at her snapped Dash out of her shock. “That’s not true!” she said hotly. “That’s not true at all! I’m the best flier in Ponyville! I’ve mastered all the exercises, all the moves, and I even pulled off the Sonic Rainboom!”

“Empty tricks and lucky breaks, pup,” Hoverfly said dismissively, her lilting Bridleland accent in sharp contrast with her rough, dead-sounding voice. “You can’t deny it. You don’t have the right stuff to make the cut.”

“The hay I don’t!” Dash cried out incredulously. “I can do anything! I’m Rainbow Dash!”

“Then prove it,” Blue Blazes taunted. “Outfly all four of us, right here, right now. Show us that you’re the best.”

Dash paused. “Uh-”

“Hesitation can mean death and disaster up in the skies. A true Wonderbolt does not falter in the face of danger, they act,” a new voice said sternly. “You, obviously, do no such thing. You have no instincts, no discipline, no commitment to anything other than yourself. You are no Wonderbolt.”

Dash growled. “Oh yeah? Says who? How do you know I couldn’t be a Wonderbolt if I tried?”

A high-pitched humming filled the air, and a flash of dark blue passed by Dash’s eyes. When it had stopped, a fifth jumpsuited pegasus was hovering in front of her, this one taller and more broad-shouldered than the rest. Dash stared at him for a moment, trying and failing to process what she had just witnessed. This pegasus’ speed was greater than any flier she had ever met – she had barely even seen him coming.

He cocked an eyebrow at her above his goggles. “I know you couldn’t be a Wonderbolt,” he said delicately. “because I created *the Wonderbolts. And I never would have picked you for my team.”*

Dash’s mouth went dry. She’d never heard this pegasus speak before, but she definitely knew his face.

“S-S-Skybolt.”

“Correct,” the pegasus said brusquely. “Now, if you would kindly land on the ground and quit delaying the inevitable. It’s so much harder to try and drain a pony of life in midair.”

“Don’t we know it,” Blue Blazes muttered.

Dash inhaled a tiny bit, trying not to let the fear show on her face. As intimidating and scary-looking as these dead Wonderbolts had been, they’d mostly been sticking to harmless taunts and petty jibes. Hearing one of them casually mention that he was going to bite and drain her until she died sent a chill down her spine, especially considering just how much Skybolt outclassed her as a flier. If she tried to get away, her escape would be cut short before it even started.

She risked a glance at the group of still-living pegasi to her right. All of them looked terrified, with Cloud Kicker attempting to edge away from her inch by inch.

Probably not getting help from any of them, Dash thought grimly, locking eyes with Skybolt. Looks like it’s all on me.

“Not happening, pal,” Dash declared out loud, putting on a brave face and swooping back out of his reach. “Wonderbolt or not, there’s no way you’re laying a single hoof on me!”

Skybolt tsked. “You’re doing nothing but waste our time. The dead are everywhere, Rainbow Dash; there’s no point in running away. You’re only making it harder on yourself by resisting.”

“Death is better for everyone,” Thunderhowl rumbled. “Death erases. Death protects. Death redeems.”

“Your life won’t ever get any better from here, Dash,” Tailspin pleaded. “You have to let go; there’s nothing here worth holding onto. Everyone you care about is probably already dead.”

“WHAT?” Dash exclaimed. “What d’you mean, already dead?”

“We told you we were everywhere,” Blue Blazes reminded her nastily. “Black Lanterns have spread all throughout Equestria by now; I can sense them all down below. If I had to guess, I’d say your friends all joined us in death less than an hour ago.”

Dash ground her teeth together, getting increasingly agitated. “No. No. NO! That’s IT! I don’t care who you are or how fast you can fly, nopony touches MY FRIENDS!”

She took off like a shot toward Skybolt, going from zero to sixty in less than five seconds as she flew towards him.

Loyalty.

Skybolt immediately dodged to the side in a blur of motion, leaving Blue Blazes to take the full impact of Dash’s charge. He shrieked in pain, recoiling away from Dash and flapping gingerly back over to rejoin his comrades.

“She’s more powerful than we anticipated,” Skybolt noted with a frown. “Wonderbolts! Retreat!”

“That stupid filly hurt me!” Blue Blazes snapped. “I need to feed first so that I don’t bucking fade!”

Before Rainbow Dash had time to react, Blue Blazes was several feet away and had his teeth embedded in Cloud Kicker’s neck. The pegasus screamed and struggled to get loose, but the reanimated Wonderbolt wouldn’t let go, driving his fangs deeper and drinking greedily. Dash could only watch in horror as Cloud Kicker withered and crumpled in on herself before her eyes.

Once he had finished with her, Blue Blazes tossed Cloud Kicker away from him, letting her corpse tumble down to the ground below. Smears of blue and yellow dotted his muzzle, clashing with the grey-black of his fur.

“Huh. She didn’t look like much of a meal, but she sure had a lot in her,” he commented indifferently. “All that fear and hope…guess she thought you’d save her, Dash! Looks like she was wrong!”

“You MONSTER!” Dash yelled, trembling with rage. “I’m gonna make you pay! They’ll have to bury you in a JAR when I’m though with you!”

“I’ve already been buried once, you know,” Blue Blazes sniggered, falling in line behind Skybolt. “We’ll see if you can back that little remark up next time. Later, Rainbow Crash!”

The Black Lantern Wonderbolts turned and flew back towards the dark clouds, passing through them as though they were merely a light mist.

Dash sped after them, but smacked into the suddenly-very-solid outer layer of the clouds. Screaming in frustration, she senselessly beat her forelegs against the unyielding clouds, trying fruitlessly to break down the barrier that separated her from the Black Lanterns.

Eventually, Dash ceased banging on the cloud wall and drifted away, abruptly feeling exhausted. Glancing wearily around, she saw that all of the other pegasi had vanished, having flown away in panic and fear.

They killed her. They killed Cloud Kicker, Dash thought distantly. I’ll never see her smile again or go flying with her or share a few daisies or give her my work shifts when I don’t feel like coming in-

Dash shook her head, clearing her thoughts. No. Gotta focus. I need to stop those things before they kill anypony else. I have to find Twilight. She’ll have a plan.

Spreading her wings to their fullest extent, Dash dove down, down, down towards Ponyville.

“Power levels 52.52%.”

“Mac!” Applejack shouted over the roar of the wind. “Take the last of the full bushels and then get inside! Storm’s gonna hit any minute now!”

Big Macintosh gave her a terse nod, snatching up a stuffed-to-capacity apple bushel and galloping off. The storm was in full swing by now, gusts of wind howling over the landscape and the clouds booming with thunder every few seconds. The trees of Sweet Apple Acres were rocked and buffeted by the high gusts of wind, shaking from side to side and dropping apples on the ground.

Applejack squinted against the blinding wind, carefully looking over the orchards as best she could from her vantage point. A disconcerting amount of trees were still heavy with fruit and begging to be picked, but the imminent threat of raging thunder and lightning was enough to convince her to finish the harvest another day.

And we were movin’ ahead a’ schedule this year, too, Applejack mused grumpily. Lousy storm. Where’s those weather pegasi when you need ‘em?

Just as she was about to head back inside, She caught sight of two ponies off in the distance, emerging from the edge of the Everfree Forest and headed straight for the farm.

“Hey! HEY!” Applejack called out, breaking into a run towards them. “What are you doing, y’all shouldn’t be outside right now! If ya need shelter, you can come back with me to the farm where…it’s…safe…”

Applejack trailed off, her mouth dropping open in shock as she stood face-to-face with the two ponies.

The first one she noticed was the stallion, a tall pony with a mid-length mane and a toothpick wedged in between his teeth. The other one was a stockier, middle-aged mare, her mane done up in a loose braid with a tattered, threadbare bow. Both ponies had black fur, grey manes, and a half-rotted appearance, with Black Lantern symbols superimposed over the apple cutie marks on their flanks.

“Hey there, sugarcube,” the stallion grinned. “Fine weather we’ve been having, don’t ya think?”

Applejack couldn’t think or speak, staring dumbly at the stallion as a million possible responses died in her throat.

“Now, now, Cortland, give her a minute,” the mare gently chided. “Applejack never was the fastest thinker in our family, now was she?”

Hearing the sweet, warm tone that had lulled her to sleep on so many nights – rough and scratchy tone regardless – brought Applejack out of her trance.

“M-Mama? Pappy? Is that really you?” she asked, her voice breaking.

Cortland and Honey Apple smiled in unison.

“Aww, would you look at that! She remembers us!” Honey cooed. “You were always so good with faces. It was one of the few things you could do well as a filly.”

Applejack took a step backwards. “No. No, no, no. This ain’t happening. You’re dead. You’re both dead! I saw you both die!”

“And now we’re back from the dead. Ain’t life funny like that?” Cortland replied, shrugging. “Besides, I couldn’t just stand by and watch you run my farm into the ground, could I?”

“Back from the - run into the – what’re you talkin’ about?” Applejack questioned, her brow furrowed.

“Oh, sweetie, you know what we mean!” Honey said patronizingly. “The farm just hasn’t been the same since we passed on. You, Macintosh, and poor little Apple Bloom are all out working the fields every day, sunup to sundown, and for what? Smaller harvests, poorer yields, lower income – Sweet Apple Acres is practically dying underneath your hooves!”

“What on Equestria were you thinking, passing yourself off as a real farmpony?” Cortland said reproachfully. “For shame, filly! Wearing my hat, takin’ over the apple stand, bucking at trees like you’d done it all your life – who were you tryin’ to fool, Applejack? You were more comfortable playin’ dress-up and tea time with my brother and his missus out in Manehattan. Why didn’t you just stay there and save yourself a whole heap o’ trouble?”

Applejack inhaled sharply, her chest suddenly constricting. “H-how d’you know about that? That – that happened right after you died!”

“Lord Nekron told us lots ‘a things when he brought us back, darlin’,” said Honey. “You, your friends, the farm – we know everything that’s happened to you since we’ve been gone.”

“Which is why you need to listen to us,” Cortland cut in sharply. “You always were as stubborn as a manticore, Applejack – never giving up on anythin’ til’ you were at your wits’ end. But if you keep doin’ what you’re doin’, you’re only gonna make things worse for yourself. You need to put away your pride and give it up.”

“Give what up?” Applejack questioned.

“The farm,” Cortland enunciated. “Give it up and stop pretending to be somepony you’re not. It’s for your own good.”

“…Am I hearin’ this right? You want me to stop bein’ a farmer just ’cause you think I can’t handle it?” Applejack repeated slowly. “…No. No. No, I won’t do it. I can’t do it!”

“Listen to your father, Applejack,” Honey said reproachfully. “We only want what’s best for you.”

“You want me to throw away years of hard work and dedication, all the time I’ve spent workin’ this farm, sellin’ our apples, and making things as good as I can for me and mine- and you think I’ll give it up just like that? You don’t know me at all!” Applejack yelled. “I AM a farmpony, and I’m a dang good one, too! I don’t know where you got this crazy idea that I’m not good at this, but you’re wrong! I ain’t leavin’ the farm, no matter what you say!”

“Watch yourself, missy,” Cortland snarled, baring his teeth at her. “Don’t you go takin’ that tone with us.”

“We have other ways of making you stop, Applejack,” Honey added, her fangs also on display. “And we’re more than willing to use ‘em.”

The two of them started stalking towards Applejack, growling under their breath in a bestial manner.

Applejack slowly backed away from them, her eyes wide with fear. “Mama? Pappy? What’re you doing?”

Neither pony answered, continuing their relentless march towards their daughter as their jaws opened wide.

Applejack’s unsteady backwards-trot turned into a full canter. “Stop it! Stop it, please, I’m scared!”

Fear.

Cortland and Honey were just about to lunge at her when an aged, reedy voice stopped them in their tracks.

“Applejack? Doggone it, girl, what’re you still doing all the way out here? Git on inside, there’s a storm coming!”

Granny Smith slowly trotted up next to Applejack, a stern and disapproving look on her face. She glanced at Cortland and Honey, and immediately froze in place.

Cortland threw back his head and laughed. “Well, well, well! Ain’t this a surprise! Dear old Mama, still alive and kicking after all these years! It’s a regular little family reunion out here!”

Granny Smith pursed her lips and stared at him. “You look like my son,” she finally managed, “but you’re different. Very…different.”

“There’s something wrong with them, Granny!” Applejack called over to her. “They’ve been sayin’ all these weird things and actin’ all funny…I…I don’t know what to do!”

“You don’t have to DO anything, sweetie,” Honey answered. “Just be quiet, sit down, and close your eyes. We’ll make it quick, we promise. It’ll all be over soon.”

“An’ just what do you mean by that?” Granny Smith demanded, whipping her head around to glare at Honey. “What’s gonna be all over soon?”

“Life is ending in Equestria, Ma!” said Cortland, gesturing outwards with his front legs. “In case you haven’t noticed, the dead have started risin’ from their graves! Once Lord Nekron regains his power, there ain’t nothin’ in the world that can stop him, not even the Princesses! Death is inevitable – killin’ you now would be a mercy!”

“Alright, you can shut yer yap right about there,” Granny Smith snapped. “You’re not Cortland. I don’t know who you are or what you’re tryin’ to pull here, but we ain’t listening to another word you have to say. I know my boy, I raised him right, and he’d never say such things, much less to his mama and his own daughter. My Cort wouldn’t talk down to his own kin. He was better than that. He never put anything before the farm and his family. And he never, ever gave up on anything! So you know what? You can take your doom-and-gloom prophecies and whatnot and get the hay off our land!”

“She’s right!” Applejack shouted, startling Cortland, Honey, and Granny Smith. “You’re not my parents, and I don’t know why I ever thought you were! I know my parents, and I know they’d be proud of me for what I’ve done with this farm! Sure, it hasn’t always been easy, and we’ve had our share of hard times, but we shoulder through, just as we always have! I’ve worked hard, built a business, and kept the family name strong, and if that’s not enough then I don’t know what is! Get on out of here, you no-good face-stealin’ monsters! You got no idea what it really means to be a member of this family!”

Honesty.

Honey and Cortland roared in agony, pressing a hoof to their foreheads as they turned tail and fled back into the Everfree Forest.

Applejack went to chase after them, but was stopped by Granny Smith grabbing her tail in her mouth.

“Let ‘em go, honey,” Granny Smith said through a mouthful of blond tail. “You need to know when to pick your battles.”

Applejack scowled but stopped moving, prompting Granny Smith to release her tail.  “So what were those things?” Applejack asked.

Granny Smith shook her head. “I don’t know. I’ve never seen or heard of anything like that in all my years. The dead coming back to life…it ain’t natural, not by any law of Equestria I know.”

“Do you think we should go after them?”

“Go into the Everfree Forest, with low visibility, in this weather?” Granny Smith snorted. “You’d get lost before you went five feet.”

“So what do we do?”

“You go round up those friends of yours, maybe even send a letter to the Princess,” Granny Smith directed. “Tell ‘er there’s something new in town, something that wears the faces of dead ponies. I’ll go get Apple Bloom and Macintosh to safety.”

“Got it, Granny,” Applejack replied, nodding. “I’ll be home quick, I promise!”

The earth pony set off at a gallop, running parallel to the edge of the Everfree Forest as she headed straight for the main road. She had rounded the bend, taken a shortcut across a field, and was less than a few paces away from the path when Fluttershy burst out of the bushes beside her, looking shaken and panting heavily.

Applejack reared back several paces, placing a hoof over her heart. “Gah! Consarnit, Fluttershy, you scared the hay outta me!”

“Oh, Applejack, I’m so glad I found you!” The pegasus wouldn’t stop trembling, her knees knocking in a jarring, off-kilter rhythm. “There’s something horrible out there in the woods! A group of wild, vicious creatures are roaming around, and they almost got me and Angel! We have to warn the others!”

Applejack regarded her critically. “Forest critters, huh? They happen to look all creepy an’ dead-like?”

“Yes!” Fluttershy gasped. “How did you know?”

“I just ran into a few of ‘em myself,” Applejack replied tersely. “An’ it’s not just animals. Whatever this is, it’s affectin’ ponies, too.”

“Oh, no! We have to go warn everyone, right now!” Fluttershy cried out. “These things could be anywhere!”

“Way ahead of you,” Applejack replied, already sprinting back towards the path. Fluttershy hesitated for a moment, then followed her at a slightly slower pace.

Above them, the thunder crashed and boomed.

“Power levels 78.32%.”

Pinkie Pie bounced around the kitchen of Sugarcube Corner, happily oblivious to the storm pounding away outside. She grabbed hold of a heap of baking pans, rolling pins, and stirring spoons, quickly balanced them all on her head in one quick motion, then resumed her cheery little bounce without missing a beat. Pinkie went on to secure flour, baking soda, eggs and other ingredients from the shelves before turning and letting all her supplies spill onto the kitchen counter, creating a disorganized but neat little pile. Her hoof started tapping as she began measuring out servings, the beginnings of a song bubbling inside of her.

“Wellllllllllllllllll~ this is real exciting ‘cause I’m just starting to bake

And right now I’ve got no idea of what I’m going to make!

But I never have to worry when I use my bag of tricks,

Just take a little pinch, grab a little bit, that’s the Pinkie Mix!

Ooooh the Pinkie Mix, the Pinkie Mix, there’s nothing better than the Pinkie Mix!

Throw some flour in a bowl and stir it up,

Beat some eggs and measure it in cups,

Toss it in the air-”

Pinkie broke off in the middle of her song, inhaling in shock as both her front legs started to twitch and spasm. The tingly feelings in her legs were quickly accompanied by a crawling sensation rippling across her fur, trickling down her spine like a cold liquid.

“Whoa! I’ve never had that Pinkie Sense before!” Pinkie remarked thoughtfully. “Wonder what it means…”

“Pinkie.”

The voice in the shadows made her jump and lose her train of thought, spilling several cups of flour and sugar all over the countertop.

Pinkie pouted. “Aw, nuts! Just when I was getting into my groove, too!”

A female earth pony stepped towards her, light flashing across her face. The pony’s previously orange coat had faded to a dull gray, with bits and pieces of skin missing across her body. Her mane was curly and reached just past her shoulders, though its whitened, ragged appearance indicated that it had seen better days. Her cutie mark, a jar with a picture of fruit on its label, had a Black Lantern symbol superimposed over it.

“Hey,” she said. “Remember me?”

“Pearl Jelly!” Pinkie exclaimed. “Wow, it’s been AGES! We have so much to talk about! How are you? What’s going on? How’s everything back at the rock farm? How’s your brother? Is he still in that band? Why do you look like that? Why’s your skin all funny? Are you wearing a costume? Silly filly, Nightmare Night’s still four months away – or is it eight months late? I dunno, I always forget!”

Pearl chuckled. “Same old Pinkie. You still don’t know when to shut up.”

The harsh sting of her last two words took Pinkie aback. “Pearlie? Are…are you mad at me?”

“Mad? Why would I be mad?” Pearl broke into a round of high, mocking laughter. “You only moved here without telling any of us and made a bunch of newer, better friends while leaving me to die.”

“Die?! Wh…What are you talking about?” Pinkie’s ears folded back. “I know I kinda just up and left without explaining myself, but it was complicated, Pearlie! After I saw that Rainboom…I had to leave and come here! I couldn’t tell you why even if I wanted to; this really wasn’t something that I could put into words! And what do you mean, left you to die? You were just fine when I left!”

“Yes, I was perfectly fine the day you up and vanished,” Pearl sneered, “but I wasn’t so fine two weeks later when a cave-in in one of the rock mines buried me alive. I spent the last few minutes of my life thinking that if only my best friend Pinkie were here, she’d come save me, or at the very least call for help – but no, you were too busy up here making sweets. You forgot about me, Pinkie, and I died as a result of it. It’s only by the grace of Lord Nekron that I’m here at all.”

A sick feeling crawled up the back of her throat as Pinkie fully took in her friend’s changed appearance for the first time. Her grey, sagging skin that barely hung onto her frame, her soulless, milky white eyes, her too-large, too-sharp set of teeth, the strange design over her cutie mark…she looked exactly like a-

“Zombie pony,” Pinkie whispered. “Something made you into a zombie, didn’t it?”

“We prefer the term ‘Black Lantern’, but yes,” said Pearl, smiling unpleasantly. “Lord Nekron’s grace is good. He brought me back just long enough for me to kill you myself. Don’t worry, it won’t take very long.”

“Pearl, please,” Pinkie pleaded. “I’m sorry for whatever’s happened to you, we can fix this-”

“Yes, yes, yes!” Pearl crowed. “Feel bad for me. Pity me. Tell me it’s going to be alright! Oh, how sweet this will feel! Go on, do it!”

Pinkie didn’t react at all to Pearl’s taunts, merely offering up a small, sad smile to her former best friend. Pearl narrowed her eyes. “What? Why aren’t you saying anything?”

“You really haven’t changed at all, Pearl,” said Pinkie. “Even as a zombie pony, you’re really terrible at keeping secrets.”

She took a deep breath, closed her eyes, and concentrated.

Compassion - Emotional tether failed.

Pearl blinked. “Pinkie! Where are you? Where did you go?”

“I’m right here, silly!” Pinkie replied, quietly stepping several paces to the right. “Can’t you see me?”

Pearl growled in anger, stumbling forward and spinning in circles as she swiped blindly at the air. “Get back here, you miserable excuse of a pony! Where are you?” Pearl continued to attack the empty space in front of her, growing steadily more frustrated as none of her blows connected. “You lazy good-for-nothing – worthless – scared – annoying little twerp! It’s a wonder anypony can STAND you!”

Pinkie’s eyes flashed, but she didn’t move or speak. Her deep, rhythmic breathing continued.

Rage – Emotional tether failed.

“How are you doing this?!” Pearl yelled in frustration, whipping around only to find herself grabbing at nothing yet again. “Why can’t I see you? How are – oof!”

The maddened Black Lantern accidentally trod on a pile on spilt flour and slipped, hooves flying as she hit the ground with an undignified crash. She slowly picked herself up, her mane ruffled and a dab of flour on the edge of her snout.

Pinkie couldn’t contain herself any longer, bursting into gales of laughter and clutching her sides. “Hee hee hee hee hee hee! Wow, Pearlie, you’re a real mess! Hee hee hee!”

Laughter.

Pearl clutched her ears with her hooves, grimacing. “Stop that! Stop laughing *at me! Stop it!”*

Pinkie only laughed harder, tears running down her cheeks as she laughed and laughed and laughed.

Unable to take any more, Pearl galloped out of the kitchen and through the halls of Sugarcube Corner, racing out of the building without looking back. The door banged shut behind her.

Pinkie stopped laughing, looking at the space where Pearl had left and exhaling loudly. A few strands of her mane detached themselves from her mass of curls and lay flat against her head. Pinkie pretended that she didn’t notice.

Rarity abruptly burst through the door, skidding to a halt inside the kitchen. “Pinkie! There’s a-”

“Ponyville is under attack. Something or somepony called ‘Lord Nekron’ is bringing dead ponies back to life and sending them after the living,” Pinkie recited flatly. “They look like ponies we know, but they’re not – they’re trying to fool us. They want us to provoke us into strong displays of emotion for some reason, and if we close down our emotions and become calm they can’t see us. Is that it?”

Rarity looked flabbergasted, her mouth hanging wide open. “Um…yes, well, I believe that about covers it. But, did you say ponies were coming back from the dead…?” She tilted her head quizzically at Pinkie. “I thought it was only the Diamond Dogs.”

Pinkie’s jaw set. “It’s worse than I thought. We have to tell Twilight about this, now!”

Rarity nodded, gesturing for Pinkie to follow her out the door. After giving one last look to the point where Pearl had disappeared, Pinkie turned and followed her outside.

“If Twilight’s not at home, we need to split up and find her as soon as possible!” Pinkie directed as they ran. “If we find her fast, we can contain this before anypony gets seriously hurt!”

“I don’t understand what you’re saying, Pinkie!” Rarity shouted, struggling to keep up with the earth pony. “How can we possibly contain them? We barely even understand what they are!”

“We know their weakness, Rarity!” said Pinkie urgently. “They’re vulnerable against the Elements of Harmony!”

“Power levels 92.19%.”

“What do you mean, there aren’t any trains running?” Twilight slammed her hooves down on the counter of the ticket booth. “We have to get to Canterlot right now! It’s an emergency!”

The ticket pony inside the booth shrank back away from her. “I-I’m sorry, miss, but Canterlot has been quarantined by order of the Royal Guard. No trains are going in or out.”

Twilight turned on her hoof and stalked away, muttering profanities under her breath. Her jog over to the train station had been more than a little taxing on her, especially considering how little regular exercise she got cooped up in a library all day. Putting in all that effort and exertion for nothing made her feel much more peeved than she wanted to admit.

Spike jogged over to catch up with her. “Well? Did you get the tickets?”

“They’re not letting anypony into Canterlot,” Twilight said grumpily. “I know that it makes sense considering the circumstances, and it’s what I’d do in a crisis situation, but still – ugggh! I feel so helpless just sitting here!”

“Maybe we should head back to the library and do some research,” Spike suggested, “If we learn anything about these Black Lanterns, we can send a letter to Princess Celestia and let her know.”

Twilight lit up. “Spike, that’s a great idea! C’mon, we’d better hurry!”

“Here we go again,” Spike sighed, preparing for another round of strenuous jogging across Ponyville.

Twilight was off like a shot, running across the pavilion with Spike scurrying to catch up behind her. Just as they were about to turn onto one of the side streets, though, a light blue blur dive-bombed into the ground in front of them, sending up clouds of dirt and dust into the air. As soon as the debris had settled, Rainbow Dash burst through the haze, grabbing Twilight by the shoulders and shaking her madly.

“Twilight, I need your help! There are these creepy pegasi who look and sound like dead Wonderbolts flying around and they’re attacking people and I don’t know what to do-”

Dash was talking a mile a minute, babbling on and on to the point where Twilight could barely follow what she was saying. To make matters worse, Applejack and Fluttershy took this time to suddenly appear out of nowhere and also start shouting for help at her, nearly crashing into Rarity and Pinkie Pie who were running from the opposite direction. All five mares started yelling in unison, their voices blending into a cacophony of confused and scared noise.

“-and they kept saying all these awful, terrible things and they don’t look like any animals I’ve ever seen, oh, and they’re still out in the forest somewhere and any poor, unsuspecting creature could be hurt by them-”

“-even said they would hurt Sweetie Belle, of all the horrible things! We must find them and stop them, Twilight, these are vicious creatures and they are capable of positively anything-”

“-they got Cloud Kicker! Just sank their fangs in and killed her and I couldn’t even do anything about it! You have to have something, Twilight, some spell or potion or plan that’ll stop them, please-”

“-I’ve checked with Rarity and they’re weakened whenever we display our individual Elements, so if we got them all together that might be enough to stop them-”

“-so if you see any creepy-lookin’ pony wanderin’ around and sayin’ they’re your dead friends or family, don’t believe ‘em, it’s a trick, they’re just tryin’ to lure you in to do Celestia knows what-”

“Girls, GIRLS!” Twilight exclaimed at the top of her lungs. “PLEASE stop talking; I need to think!”

The five of them immediately shut up, staring at her expectantly. Twilight started pacing around in a small circle, eyes fixed on the ground and whispering to herself intensely. Her friends and Spike followed her with their eyes as she walked, afraid to say or do anything that might break her valuable concentration.

“Okay,” she said at last. “This is what we know so far. These Black Lanterns are all over Ponyville, taking various sizes, shapes, and forms as they attempt to emotionally manipulate us. They’re very fast and powerful, and their preferred attack involves biting ponies and sucking something out of them that kills them. The six of us appear to be their primary targets, as the dead ponies and animals they bring back all have ties to us in some way or another.” She paused. “…Except for me.”

THOOM.

A black stallion landed in front of them, the ground shaking under the force of his impact. He appeared to be tall, massively so, standing almost two heads above the assembled mares - though none of them could tell if his height was physical or an optical illusion generated by the streams of pure magic coursing around him. The stallion was adorned in a large hat and a long, raggedy cloak with a Black Lantern symbol on the front, with cracked, warped bells hanging off of both pieces of clothing. He inclined his head and stared down at Twilight, his stern expression visible even through his thick beard.

“So,” Star Swirl the Bearded rumbled, “This is how the state of magic has deteriorated in my absence.”

Twilight swallowed.

“The pieces are in place,” Black Hoof announced, speaking into his lantern. “It is time. Advance on the true targets, my Lanterns.”

His ring buzzed. “Power levels 100%. DEVOUR HARMONY.”

Part Three: Sun, Moon, and Stars

Part Three: Sun, Moon, and Stars

The princesses were resting together on Celestia’s bed, moving as little as possible as they concentrated on replenishing their magic. Celestia herself was leaning against the backboard, eyes closed and her legs folded in a neat pile, while Luna was sprawled on the edge of the bed, her limbs dangling over the side and touching the floor. Both of them were attempting not to focus on the sounds of carnage coming from outside, with limited success.

After awhile, however, the sounds they were hearing began to change. Celestia cocked her head and frowned. “Luna? Do you hear that?”

Luna inclined her head and listened hard, faintly making out a growling murmur from outside the castle walls, muffled by the closed window and thick walls. With a pulse from her horn, Luna opened the window with her magic and listened again. A low chant came through the open window, gradually getting louder and more distinct.

“DEVOUR HARMONY. DEVOUR HARMONY. DEVOUR HARMONY. DEVOUR HARMONY.”

Frowning in consternation, Luna stepped off the bed and trotted over to look out the window.

The Black Lanterns had abandoned their attack on Canterlot’s populace, stepping away from their intended victims and rising into the air as a unified mass. The nobles and guards who had been attempting to fight them off looked surprised and a little wary, huddling together and preparing for the worst as they watched the Lanterns’ ascent. The sky began to fill with flying ponies.

“They’re moving off,” Luna noted with trepidation. “It would seem that their priorities have changed.”

“‘Devour Harmony’,” Celestia repeated. “What could they mean by that? Do you think they are after the Elements?”

Luna shook her head. “Not likely; their direction is all wrong. They are headed away from the tower where the Elements are kept.”

“…which points them directly towards Ponyville,” said Celestia.

There was a pause.

“So that would mean…”

“We can’t be certain of anything just yet,” Celestia reminded her quickly. “They could be headed to anywhere in Equestria for all we know. Still, we must get in contact with Twilight and her friends as soon as possible and make sure they’re safe. For now, they are our only real weapon we have against these creatures.”

“Shall I write them again?” asked Luna, already halfway to the writing desk.

“No, that won’t be enough,” Celestia replied, getting up from the bed and stretching. “We will need to assess the situation firsthand; it’s the only way we’ll know for certain that they’re safe. Do you have enough magic left for a long range teleportation spell, Luna?”

“Teleport? To Ponyville? You mean us to intervene personally?” Luna asked nervously. When Celestia nodded, she began to fidget in place. “Sister…I do not believe that going to Ponyville is a very good idea right now.”

Celestia looked at her inquisitively. “Why not?”

“There are…many complicated factors involved,” Luna evaded. “Given the current situation, and with the citizenry in a state of panic…and with recent history to consider…I think it would be best if I were not seen in Ponyville during this crisis.”

“Luna, this is not the time or place for your riddles!” Celestia said impatiently. “We are in a state of emergency! Every second that passes where we do nothing puts the future of all of Equestria in jeopardy! If you have a good reason why we shouldn’t go to Ponyville, then I need to hear it!”

“I – I-”

“LUNA!” Celestia yelled.

“Because Ponyville will mistake me for one of those creatures!” Luna burst out. “Those ponies will take one look at me and assume the worst! They will think that Nightmare Moon has joined their forces, or, or, is controlling them through her magic or something else equally preposterous and insane! They do not listen to reason when frightened, Celestia; you have seen what they are like! If I were to suddenly appear, now, in the midst of all this disaster, I would only make matters worse! To them, I am still a monster!”

“Oh, for the love of-” Celestia shut her eyes and took in a deep breath. “Luna, this is ridiculous! How can you possibly be concerned with something as trivial as that in the midst of an invasion?”

“It is a relevant concern!” Luna said stubbornly. “I would not be welcome there and my presence would only cause more panic. My talents would be better served helping the Royal Guard with the wounded or sending letters to other nations requesting their assistance. I will only be a liability in Ponyville.”

“Luna.” Celestia’s voice was firm. “Right now, Twilight and her friends are in danger. The most important ponies in Equestria are at risk in an attack that nopony knows how to stop, and they might not even be aware of this threat until it’s too late. If we lose them, we lose everything. Without the Elements, we don’t even have a chance. Equestria will be lost. And the more time that we waste here, the closer we come to losing them completely. Are you prepared to risk their lives on the chance that Ponyville might reject you?”

“Well, I –” Luna struggled for words for a moment, then stopped and hung her head. “…No. You are right, sister. We should leave at once.”

“Good,” said Celestia brusquely. “Do you remember how to perform the spell?”

“I think I am well acquainted with teleportation magic, Celestia,” Luna said with a faint smile, her horn already spilling magic out into the air. “Especially yours.”

Celestia grimaced and added her own magic to her sister’s, allowing the white and blue energies to mix and swirl together until they created a shimmering ball of magic. Meeting each other’s eyes, Celestia and Luna simultaneously sent out a pulse from their horns. In a flash of light and a rush of noise, the two princesses disappeared.

Inside the gardens near Canterlot Castle, Black Lanterns continued to fly into the air as a stone statue of a dragonequus shuddered on its plinth. Tiny cracks and imperfections appeared across its body, with bits and pieces of stone slipping off the statue’s surface like a layer of shed skin. The statue continued to fragment into pieces, moving and shuddering as though there was something moving underneath it.

With a thunderous roar, Discord burst out from within the confines of the statue, sending rubble flying everywhere. He arched his back and stretched loudly, the joints in his wings and arms popping as he shook out the cramps of his recent slumber. Yawning, he put his hands behind his head and drifted into the sky, taking a glance at the area around him.

“My, my, that didn’t take long at all, did it?” he murmured to himself, his lips curling into a smile. “What let me out this time? Horde of rampaging wildebeests? A few stray feathered serpents? Yet another love spell gone tragically wrong?”

“Discord…”

The dragonequus looked down to see an angry-looking group of Black Lantern ponies directly under him, with the pegasi in the group swooping up to glare at him face-to-face.

“Do you know who we are?” one of the pegasi spat.

“Well, if I had to guess…” Discord made an exaggerated show of looking off into the distance and tapping at his chin with a claw. “…I’d say you’re a bunch of models trying out one of those new diets. You’re all looking great, by the way; nothing but skin and bones – literally.”

The pegasus snarled threateningly at him. “You murdered us, Discord! Chopped us up, roasted us, froze us - all for your sick amusement! You saw our pain and you LAUGHED at it! Now we’re going to make you feel EVERYTHING that you did to us!”

Discord burst out laughing. “Ahhahahahahahahahaha! Well. Well. This is a new one. You know, I do believe I am genuinely impressed. Resurrecting all the ponies that I killed so they can come kill me in an ironic little application of karmic justice? How wonderfully original. I haven’t seen anything like that in centuries. Well done, Celestia, Luna, Twilight – whichever one of you came up with this little parlor trick. You might have even fooled me, too, but you forgot about one little thing…” His grin broadened. “There’s no magic that can raise the dead.”

“You know nothing,” the pegasus spat. "You can’t even recognize what’s right in front of your face! Soon we will-”

“Oh, give it a rest,” said Discord, rolling his eyes. “Your charade’s been spoiled; now you’re just embarrassing yourselves. Besides, the whole ‘zombie’ thing’s more than a little played out. I think it’s time we changed things up a bit. Something in the neighborhood of oh, I don’t know – green rubber ducks that sing soprano?” He snapped his fingers.

Nothing happened. The Black Lantern pegasi flapped closer.

Discord frowned. “Hm. Must be off my game today. Let’s try that again.”

He snapped his fingers a second time, and still nothing happened.

Screwing up his face in determination, Discord pointed at the undead pegasus in front of him and willed it to change, pushing with all the power of his innate magic. As before, the pegasus remained the same.

“Why isn’t this working?” Discord burst out, frantically aiming from one Black Lantern to the next. “Change! Change! Purple flowers! Green-and-blue bees! Encyclopedias that dance the polka! Something! Why aren’t you changing?!”

“As powerful as your magic is, Discord, it is still only magic,” the pegasus said, his eyes hard. “Magic is nothing compared to death. Death is everlasting. Death conquers all. Even you.”

The pegasi flew at him, latching on to his head, midsection, and legs. Discord struggled, trying to throw them off, but the momentum of their impact drove him into the ground with a crash. In an instant, the Black Lanterns were swarming all over him.

He barely even had time to scream.

Twilight was unable to speak, something that she counted as a blessing given her current situation. If she had been able to talk, she would only have been able to either make a long, high-pitched squeaking sound or let out a stream of babbling gibberish that would’ve put Pinkie Pie to shame. This was the effect of seeing the mighty Star Swirl the Bearded in the flesh before her, looking at her with open contempt and a dismissive gaze. Twilight felt herself shake and tried very hard to keep her legs from giving out. The others had mentioned how traumatic and frightening it was to face a Black Lantern, but she hadn’t expected anything like this. Dead animals and resurrected family members she could handle; this was on another level entirely. This was the stallion who had quite literally written the book on magic, laying the foundations for everything that she knew about her craft. Twilight didn’t even know how to begin fighting him.

Exhaling out a sharp breath, she shut her eyes and concentrated on casting a spell. A stream of magenta light shot from her horn, creating a light pink dome around her and her friends. Twilight tried not to let herself sag in relief.

“A basic amniomorphic defensive shield, created by focusing a stream of magic into a single point and letting the compressed magic spill out in a circular radius, forming a bowl-like shape,” Star Swirl said tonelessly. “Easily countered by unspooling the point of compression, thereby removing the base of the spell.”

The top of the bubble started to unravel like a slowly peeled fruit, the layers of magic dissipating once they were no longer connected to the bowl. Twilight frantically tried to cast the spell a second time, only to see her stream of magic sputter and die before it reached the top of the dome. The sides of the dome started to wobble as the spell continued unraveling, growing steadily weaker as the bowl’s point of support diminished. Rainbow Dash, Applejack, Rarity, Pinkie Pie, Fluttershy, and Spike all huddled together for safety, staring up at the unwinding dome in apprehension.

Again and again Twilight tried to recast the spell, and each time the spell was deflected away, as though there was a glass wall in between her and the dome no matter where she aimed. Despite her best efforts, all she could do was watch as her barrier collapsed, falling to the ground in a splash of raw magic. Twilight’s friends flinched in response, staring wide-eyed at Twilight herself, now paralyzed with fear.

He destroyed my spell from the inside out – and he made it seem effortless! Twilight thought, her panic rising beyond her control. But how is that even possible, especially without a spell aura? That can’t have been traditional magic; it must’ve been some kind of Black Lantern trick. Unless…he was somehow able to reach out and manipulate my magic instead of casting his own spell, but I thought that that kind of magic was considered theoretical at best! And if that’s only the beginning of what he’s capable of…Oh Goddesses, what kind of spellcaster am I dealing with here?

“I must say, I expected quite a bit more from you,” Star Swirl commented with a dry harrumph. “Using a defensive spell that any first-year magic student could cast against me, a spell that I invented*, no less, and you honestly believed that that would be anything more than an annoyance? You embarrass yourself for even entertaining the thought! And this is supposed to be Celestia’s newest protégé, the one that the Canterlot Mage Assembly declared to be the most promising magical practitioner they’ve seen in decades? Either this is an extraordinarily cruel joke or Celestia’s standards have been slipping.”*

Twilight was taking painful, shuddering breaths, blinking furiously so that the tears in her eyes wouldn’t be visible to the Black Lantern. “Not-the-truth-not-the-truth-not-the-truth,” she chanted under her breath. “He’s-just-an-illusion-he’s-just-an-illusion-he’s-just-an-illusion-”

“And now this!” Star Swirl exclaimed. “Utilizing a childishly rudimentary mnemonic device in order to counteract a psychological attack, not to mention the fact that you’re actually saying it out loud *like a distraught little schoolfilly! If you are truly the Element of Magic then I must question how Equestria is still standing!”*

Twilight choked back a sob, burying her head in her hooves and repeating her mantra at a faster pace.

“Don’t listen to him, Twilight!” Dash called out. “He’s just trying to mess with your head! You gotta focus!”

“You mustn’t pay attention to those dreadful lies of his!” Rarity added. “His words are a merely a feeble attempt to drag you down to his level! Do not give him that satisfaction!”

“You’re the number-one pony in town, Twilight!” said Spike, giving her a thumbs-up. “Nothing can stop you, not even a crazy undead pony sorcerer!”

They’re right. My friends are right. I’m better than this, I know I am. Goddesses, have I really let him get to me this much?

Twilight stopped crying, rubbing at her eyes with her hooves. She looked back at her friends, giving them a silent nod of gratitude before turning back to confront the Black Lantern.

“You’re wrong,” she said, renewed strength in her voice. “I’m not weak. I’m not powerless. I’m not a failure. You don’t know anything about me. You don’t know anything at all, and you certainly don’t know magic! I can’t believe I ever actually thought of you as Star Swirl the Bearded! You’re not even his shadow; you’re nothing! You have his face and his powers, but you don’t understand magic the way a real unicorn does! Magic isn’t a contest or a game of skill, and it’s not a tool to make yourself look better than others! Magic is harmony, a living, breathing harmony that binds us unicorns to the universe! Magic is vibrant, magic is colorful – magic is LIFE to us, and whoever or whatever you are, you’ll never understand that no matter how long you live!”

Twilight punctuated her speech by shooting a beam of magenta light at Star Swirl, forgoing the shape of a traditional spell in favor of a blast of pure magical energy.

Magic.

The beam glanced off of Star Swirl’s flank, leaving an ugly burn scar that quickly healed. Star Swirl barely reacted to the injury, glancing down at it with a “hm” before locking gazes with Twilight once again.

“An impressive speech,” he said indifferently. “You comprehend magic on a level much better than I, and you are empowered by the strength of your bond with your friends. How very touching. Unfortunately for you, though, I have friends of my own.”

“DEVOUR HARMONY. DEVOUR HARMONY. DEVOUR HARMONY. DEVOUR HARMONY.”

A wave of Black Lantern ponies soared out of the clouds, descending rapidly to land on the ground behind Star Swirl the Bearded. All kinds of Black Lanterns were in the mix, including stray birds, chipmunks, rabbits, earth pony workers, Wonderbolt pegasi, and Canterlot elite. Each of them snarled, hissed, and bared their fangs at the group, spreading out to form a tightening circle around the six ponies and one dragon. As they advanced on the group, more Black Lanterns continued to appear from out of the sky, continually adding to their ranks.

“Uh…this might be a problem,” Fluttershy squeaked, her eyes huge.

The zombies closed in on them, the circle growing smaller and smaller as they grew closer to their prey.

“Girls!” Twilight shouted. “Remember your Elements! If we work together, we can repel them!”

“Ah, yes. Lord Nekron informed me of those bothersome abilities of yours,” Star Swirl noted. “Your little ‘harmony’ trick won’t work this time, I’m afraid.”

“What’re you talking about?” Dash demanded. “I nearly killed one of you zombie lantern things using my Element! With all six of us here in the same place, we’ll blow you all away, no sweat!”

“That may be true,” Star Swirl conceded with an ugly smirk. “But even then, there are only so many of us you can attack at one time, and our numbers will never stop growing. Every Black Lantern in Equestria is after you now, and no matter how many of us you kill or drive away, there will always be more. It is only a matter of time before we overpower you purely on the basis of numbers alone. And once one of you has been bitten, your power will no longer be united and the rest of you will be felled one by one. But don’t let me impede you; by all means…show us what you’re made of.”

Twilight gulped, but didn’t move. Applejack glanced at her. “Twi? You ready to do this?”

“S-sure, yeah,” Twilight managed, tensing her muscles in anticipation. “On my mark, everypony! One, two, -”

Before she could get to “three”, the Black Lanterns roared and sprang into the air, leaping at them from all directions with their mouths stretched wide. Instinctively, Twilight powered up a spell, fully aware that the zombies were far too close for her to be able to cast it in time. With no time to move or take one last look at her friends, Twilight shut her eyes and waited to feel the sensation of teeth biting through her fur.

In a flash of blinding light, Celestia and Luna appeared before them, standing in between them and the Black Lanterns. In a synchronized motion, the twin alicorns quickly swept their horns back and forth, unleashing dual concussive blasts of magical power. The Black Lanterns were buffeted away by this show of force, howling in impotent rage as they were flung into the air and far off into the distance, falling like raindrops.

“Princesses!” Twilight cried out, breaking into a relieved smile. “Thank goodness you’re here!”

Celestia offered her student a gentle smile before returning to the matter at hand, stepping forth and flaring her wings challengingly at the Black Lantern Star Swirl. Luna did the same, pausing only slightly to adjust the navy blue saddlebag strapped to her side.

“You simply had *to intervene, didn’t you, Celestia?”* Star Swirl said disapprovingly. “I had hoped that overstepping your bounds would be an uncommon practice in this new age.”

Celestia stared at him with a pained expression. “Star Swirl. Not you too.”

“Even the mightiest of ponies succumb to death eventually. You and your sister should know this better than anypony,” said Star Swirl. “Soon even you so-called immortals will see the peace and clarity that death brings to us all.”

“Enough talk, foul trickster!” yelled Luna, blasting a bolt of magic at him. “You would disgrace the name of Star Swirl with your blasphemous insinuations? Such a deed is beyond reproach! HAVE AT THEE!”

Luna fired bolt after bolt of charged magical energy at him, with Star Swirl deflecting each one of them without moving the slightest inch. No matter how quickly she cast the spell or how powerful the beam was, he evaded them all, tearing her beams apart and letting them dissipate before they could reach him. Star Swirl remained impassive throughout, studying Luna with detached interest as she continued to hurl attacks at him.

With Star Swirl momentarily distracted, Celestia turned and addressed Twilight and her friends. “Listen to me, all of you; we don’t have much time. You need to get out of here as fast as you can. Luna won’t hold his attention for long and more of those things will be here at any second. It’s imperative that you get to safety. Hurry!”

“B-but what about you?” Fluttershy questioned.

“We’ll be right behind you as soon as we can, don’t worry,” Celestia promised. “We won’t let you out of our sight until you’re out of danger. Now go!”

Nodding brusquely, Twilight turned tail and fled, with five ponies and one dragon hurrying along behind her. Celestia watched until they were out of sight, then turned back to the battle. Luna’s breath had grown ragged by this point, her spells growing noticeably dimmer and sluggish as her rage slowly burnt itself out. Star Swirl was openly smirking at her, an eyebrow raised in challenge at her weakening efforts.

In one swift leap, Celestia was at Luna’s side. “You can stop now, Luna,” she said quietly into her sister’s ear. “I will handle the rest.”

Luna nodded, promptly ceasing to fire spells and panting softly. The Black Lantern looked from one Princess to the other, his smirk widening as he turned to regard Celestia.

“Star Swirl.” Celestia’s voice rang out across the open courtyard. “I am putting a stop to this right now.”

“And how do you propose to do that, Princess?” Star Swirl called out. “You cannot kill me, and not even your magic is capable of surpassing mine! I am the greatest mage that Equestria has ever known!”

“Yes. Yes, you are,” Celestia replied. “And yet, Star Swirl the Bearded – the real Star Swirl the Bearded, mind you -  remains largely forgotten by our history, with most of his magical innovations lost to time. Did you ever wonder about that, when you were taking his form and absorbing his memories? Did you ever wonder why a stallion that completely revolutionized magical theory left so little of a practical legacy?”

“How does any of that matter?” Star Swirl spat. “I have the power! I am the superior magician! That is all that is important!”

“See, Star Swirl realized - entirely by accident - that his proficiency at magic made him the most dangerous pony that had ever lived,” Celestia continued, ignoring him. “He had mastered control over the magical fields of other ponies, an ability that granted him an unexpected gift: not only could he sense the harmonic field at which all ponies’ magic vibrates, but he could also control the harmonic field itself. With the power to manipulate the field of any spellcaster, he could turn their own field against them and do almost anything he wanted to their physical form. Nopony had a chance of stopping him, as nopony understood harmonics the way he did. Such power terrified Star Swirl, and so he ordered the advanced forms of his magic stripped from public knowledge, ensuring that this dangerous power would die with him. He did do one thing with harmonics before passing on, though…” Her eyes flashed. “He taught it to his Princess.”

The Black Lantern Star Swirl opened his mouth to reply with a condescending sneer, but only a ragged cough came out. Frowning, he straightened up and tried to speak again, only to stop when he noticed how much his throat and mouth were quivering, robbing him of speech. Looking down at himself, Star Swirl was alarmed to discover that his entire body was quivering rapidly in place, with the faint trace of a white magical aura around him. As he continued to vibrate faster and faster, little bits and pieces of his decaying body flew off of him, creating small holes that exposed the dark gray skeleton underneath. Star Swirl attempted to run or at least move away from the area of this magical attack, but his attempt at movement only served to detach one of his legs, which promptly disintegrated. Star Swirl could only look askance at Celestia as his body was completely torn apart, with flesh, cloth, bones, and all reduced to small chunks and scattered to the wind. In less than a minute, he had completely dissipated.

Luna stared at the place where he had just stood. “Harmony above, sister, what was that?”

“Star Swirl’s…most terrible secret,” Celestia answered, panting. “Star Swirl…knew that with enough force exerted…over a harmonic field…you could get the equine body to do anything at all…even tear itself to pieces. He…made me promise…when he taught me harmonics…that I would never use it on another living pony.” She raised her head and blew out a breath. “I have…kept my word.”

Luna looked from the spot where the Black Lantern had disintegrated to Celestia and back again, her eyes wide. “Celestia…I never knew you were capable of such a thing.”

“I don’t like…to use it,” Celestia replied. “Aside from the…moral implications, controlling harmonics on that level…requires an enormous amount of magic…to be expended and focused on one subject…even for me. I don’t think…that I will be able to use it again…until I have fully rested.”

“Which you cannot do, with the sun blocked,” Luna noted grimly. “At least we are safe, if only for a moment.”

“It will not last for long,” Celestia said suddenly, standing up straight and turning to leave. “That spell was a diversionary measure at best. It will not take much time for Star Swirl to re-form and gather up his Black Lantern army once again. We need to find shelter for Twilight and her friends as soon as possible.”

“Agreed,” said Luna. “Let us make hence and find them. They have been apart from our gaze too long.”

Celestia nodded, and the two alicorns set out into the night.

“Twilight, slow down!” Applejack hollered, pushing her hat back up as she ran.

“We can’t!” Twilight replied without breaking stride. “Didn’t you hear what the Princesses said? We have to get to safety! Those things could be on us at any moment!”

“I do appreciate your concern, darling,” Rarity huffed, “but we haven’t seen a single one of those creatures since we started running! Can we please stop and rest?”

Stunned, Twilight skidded to a halt and looked around. The streets were deserted and dead silent, with not a single living or un-living pony in sight. There was absolutely no sign that there was even an attack going on at all, much less something chasing after the six of them. Twilight frowned. This didn’t feel right.

Behind her, her friends slowed to a stop with obvious relief on their faces, breathing heavily and working the kinks out of their muscles.

“Are we done yet?” asked Pinkie wearily. “Have we escaped? Twilight?”

Twilight was scanning their surroundings thoughtfully, her brow creased. “No,” she said. “No, I don’t think we have. Something’s wrong.”

“How perceptive.”

Black Hoof melted out from behind a tree, causing Twilight to nearly jump out of her skin in surprise. That tree hadn’t been nearly big enough or shady enough to conceal him, even with the low visibility caused by the thick cloud cover. The fact that he remained undetected even when they were that close to him meant that he must’ve been standing perfectly, unnaturally still behind that tree as he watched them. Twilight repressed a shiver.

Applejack narrowed her eyes. “Say…ain’t that Grim Graves over there? The creepy ol’ stallion who runs the funeral home?

”

“Oh! Hey, yeah, I remember him!” Pinkie blurted out. “I tried to throw him a Welcome-to-Ponyville party when he first came to town, but he just stared at me like a sleepy fish and said ‘You don’t smell right’! What a weirdo!”

“So what is he doin’ in one o’ them Black Lantern getups?” Applejack asked. “Last I heard, he was still alive.”

“Lord Nekron has personally brought me into the embrace of death himself,” Black Hoof murmured, his eyes unfocused. “I have been reborn as his instrument in this universe. I am Black Hoof. This army belongs to me.”

“So YOU’RE the jerk behind all this?!” Dash exclaimed. “Why, I oughta-”

“Dash, please,” cautioned Twilight. “Black Hoof…why are you attacking Equestria? Whatever did we do that made you want to hurt us so badly?”

“We hate you because you EXIST,” Black Hoof replied, his voice rising with fevered passion. “Life is a disruption of the natural peace of the universe. Life creates change, destruction, and chaos where before there had been only order and stability. Even among living things, you Equestrians are the worst, twisting and perverting the laws of nature to suit your own selfish whims. You are all monsters and hypocrites, and you do not deserve the blessings of this planet. When we kill the six of you, the tether will be severed and there will be balance in the universe again.”

“Twilight, he’s babbling nonsense,” said Rarity, frowning at him. “Tether? Balance? What on Equestria is any of that supposed to mean?”

“He’s talking about the Elements of Harmony,” Twilight guessed. “It all makes sense. That’s why the Black Lanterns have been targeting the six of us. That’s why those things back off whenever we display our individual Elements. The Elements of Harmony are your weak point, and you’re trying to destroy them before they can be used against you!” she finished triumphantly.

Black Hoof smiled humorlessly. “Foolish child. You know so much, yet understand so little. In a strange way, I envy you. Your ignorance grants you innocence of the horrors of your world.”

“What’re you talkin’ about?” asked Applejack. “What don’t she know?”

“The Elements are only the beginning,” said Black Hoof. “The supposed ‘harmony’ you create when uniting your disparate abilities is only a taste of your true potential. Your power comes from a source that dwarfs every living thing in the universe, even your beloved Princesses. Your Elements are fueled by the power of Life itself, channeled through their chosen conduit…” He cocked his head to look directly at Twilight. “…her.”

“Me?” said Twilight, taken aback. “What do I have to do with this?”

“Everything,” Black Hoof replied. “The line between your universe and ours is razor-thin, and the primal forces of our cosmos have been seeping through for millennia. Even before your planet existed, the raw power of Life energy has been bleeding through and infecting the fabric of your world. As a result of this, a handful of Equestrians in every generation are born with the ability to sense this pure Life force, with some developing the ability to draw on the power themselves. Across the centuries, these ponies have been personally sought out by Princess Celestia…to receive special training.”

Twilight felt something cold coil up inside of her and squeeze tightly. “No…no, you don’t know what you’re talking about.”

“You’ve felt it, haven’t you?” Black Hoof countered. “The surge of power whenever you use the Elements, the rush unlike anything you’ve ever felt before or since…you have to know that it’s not just your own magic. You have to know that there’s something different about you, something that is beyond even what the Element of Magic is capable of. You have to know that the only reason Celestia picked you as her student was because of the connection you have to something greater than yourself, the connection to the Life of a different universe. Without that, you’d barely even matter to her.”

“You’re LYING!” Twilight shrieked, limbs trembling with a cold fury. “Princess Celestia wouldn’t ever do something like that! I know her! She wouldn’t lie to me!”

“You never thought it was strange?” Black Hoof continued, his voice dripping with fake concern. “How your magical ability jumped from barely functional to unbelievably powerful in an instant? How Celestia only offered to train you after that same explosive display of magic? How she always seemed to care more about your magic than your mind in those early days? Lord Nekron has shown me the truth, Twilight, and you must also accept it. You cannot deny what your heart already knows.”

Gritting her teeth, Twilight struggled to find something, anything to say back to him, some golden gem of a retort that would tear his words apart and expose him as a liar. Despite her best efforts, though, every comeback she came up with remained stuck in her throat, weighed down by the horrible realization that everything Black Hoof was saying made sense. Every doubt, every misconception, every question she’d ever had about her status as Celestia’s student was suddenly shoved to the forefront, invading her every thought and dominating her mind.

Before Twilight could say or do anything in response, a shout pierced the air.

“Twilight, get away from him!”

Celestia came galloping up from behind them at full speed, her horn glowing and her eyes fixed on Black Hoof. The Black Lantern reared up to face her, eyes glowing and hooves pulsing with an unnatural black power. Before he could make a move, though, Celestia blasted him with an intense burst of magic, sending him flying back into the shade.

Celestia skidded to a halt in front of the group, Luna catching up to her a moment later.

“Twilight, are you hurt?” Celestia asked her student, looking her over with concern. “Did he do anything to you?”

“I’m fine,” Twilight muttered, not meeting her eyes.

Celestia gave her a puzzled look before turning back and addressing the assembled group. “Alright everypony, listen up. We may not have much time left before those creatures attack again, so we must prime the Elements for use as soon as possible. We need a secure location to rest up and come up with a plan. Does anypony know of somewhere that the Black Lanterns won’t think to search?”

“Ooh! Ooh! I know!” said Pinkie, wildly waving her foreleg in the air. “Sugarcube Corner! I already chased one of those things out of there before I left to find you girls, so it should be clear!”

“Sugarcube Corner…that might work,” said Rarity thoughtfully. “They wouldn’t expect us to go back somewhere where we’ve already been attacked, especially that place. It should take them awhile before they think to look for us there.”

“Then what’re we waiting for?” Dash demanded. “Let’s stop talking and start moving already!”

“Wait, Rainbow Dash,” Celestia cautioned. “If we go there on hoof or by air, one of them may spot us. We will need to teleport inside if we want to remain undetected.”

Twilight’s head jerked up. “A long-range teleport spell?” she exclaimed. “With all of us at once, and all the way across town? Princess, I don’t think any of us has enough magic to pull that off, even you!”

“You’re right,” Celestia agreed. “We will have to pool our reserves and cast the spell as a group. Twilight, Rarity, Luna, begin adding your magic to mine and be prepared to cast the spell in unison. Everyone else, stay as close together as possible. We don’t want to leave anypony behind.”

The two unicorns and alicorn obediently trotted over to Celestia’s side, closing their eyes and powering up their horns. Thin streams of purple, white, and blue magic emerged, swirling together in front of the bright light of Celestia’s horn. The remaining members of the group shuffled towards them, all staring at the magnificent light show of magic hovering in the air.

Twilight, Rarity, Luna, and Celestia strained and grimaced as they concentrated on their magic, their horns so bright that they obscured their faces. Above, the glowing ball of magical energy spun faster and faster. As the four mages increased their magical output, their individual streams of magic blended together to create an intense maelstrom of power.

“Now!” shouted Celestia, her eyes watering.

All four of them cast the spell at the same time, creating a flash of light that swallowed up the entire group.

With a loud pop, the group materialized in the second floor corridor of Sugarcube Corner. Twilight and Rarity nearly collapsed, slumping against the wall as they suddenly felt their strength slip away from them. Seeing them stagger, Dash and Applejack rushed over to their side and helped them back up, Dash grabbing Twilight while Applejack took Rarity.

Celestia shook her head to clear the spots from her eyes, glancing about the hallway. “Is everypony here? Did all of us make it?”

A chorus of affirmatives answered her, confirming that every member of the group was present and accounted for.

“Good,” Celestia replied. “Pinkie, go downstairs and tell the Cakes what we’re doing up here. We don’t want them to think that their home has been invaded. Twilight, Rarity; go rest up in one of the empty rooms. You’ll both need all your strength when the time comes. Luna, check on the Elements of Harmony and make certain that they’re ready to be used. Everypony else, stay on alert. We can’t let our guard down, even now.”

The group nodded in response, then set about their work. Pinkie hopped down the stairs, calling out words of encouragement to her employers. Twilight and Rarity each ducked into a spare room, Twilight sparing one last look at Celestia before heading inside. Luna unzipped her saddlebag with her magic, pulling out each of the Elements one by one and telekinetically examining them. Applejack took the first watch, staring out the window and searching the outside landscape for any sign of Black Lantern activity. Fluttershy, Dash, and Spike sat in a small circle in the hallway, discussing possible strategies to use against the Lanterns in low voices. Celestia looked over all of this with approval, then curled up against a wall for a quick nap.

For a moment, everypony allowed themselves to breathe.

Black Hoof stirred, the last of the burn scars fading from his body as he stood up and looked around. The clearing was deserted once again, with Twilight and her friends long since gone.

“So you are saved yet again by your Princess,” he mused aloud. “No matter. The message has been delivered, and the plan begins in earnest. Death is coming for you, Twilight Sparkle.”

Reaching into his cloak, he pulled out his lantern and spoke into it.

“Black Lanterns. Your orders have changed. The Elements of Harmony are no longer your priority; you must now bring as much power to the Black Lantern Battery as possible. Feed and devour. Feed and devour. Kill EVERYTHING you can find. Tear this town apart.”

The answering cries of hundreds of Black Lanterns rang in his head, and Black Hoof smiled.