On The Dark Side

by Brony4Ever1992

Rating: mature
Tags: Adventure, Discord, Sunset Shimmer, Main 6, Gore, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Drama, Trixie, King Sombra
Length: 79818

Twilight Sparkle used dark magic to find the Crystal Heart, but she had unknowingly opened Pandora's Box.

Hello everypony, I am back with my first multichapter story for MLP. This is my own Dark Twilight story - a genre which I've really become addicted to recently. This is (obviously) AU and the point of divergence comes after "The Crystal Empire" in season 3.

In the Season 3 premier, Twilight used dark magic to find the room hidden under the throne in the Crystal Empire. However, it had adverse side effects and now her mental condition is slowly eroding. The others try to help Twilight while a mysterious yet familiar voice begins talking to Twilight.

The first in The Fall and Resurrection of Twilight Sparkle series.

Cover art by Xonitum

Published 2016-03-28 05:20:02 UTC
Last updated 2017-11-09 20:22:06 UTC

Chapter 1

It was a beautiful night as Ponyville was draped under the light of Luna's moon. Sugarcube Corner was a buzz as the Cakes were celebrating their anniversary. The Cakes' own employee and resident party planner Pinkie Pie was the mastermind behind this party and mostly everypony in Ponyville was there - except for a certain lavender unicorn. Currently, Pinkie was spending time with Rainbow Dash, Applejack and Rarity. Fluttershy was nearby talking to Carrot Top and bunnies eating her crops.

"I gotta give it to ya Pinkie, you really out did yourself." said Rainbow Dash, shoving a cupcake down her throat.

"Darling, please slow down. Eating that quickly cannot be good for you." said Rarity, using her right leg to shield herself from cupcake debris.

"Sorry." replied Rainbow Dash, with a giggle.

"Nothing is too good for Mr. and Mrs. Cake!" declared Pinkie.

"You should be proud of yourself." said Applejack.

Fluttershy finished her conversation and joined her friends.

"How did it go?" asked Applejack.

"Tomorrow I'm going to talk to the bunnies and try to convince them to find other food." answered Fluttershy.

The shy pegasus looked around at the group of friends.

"Um...where is Twilight?" asked Fluttershy.

"I went to Golden Oaks Library and invited her, but she didn't reply." answered Pinkie, shrugging.

"Anypony else notice Twilight has been more distant lately?" asked Applejack.

"Yeah. She's been totally shut up since we kicked Sombra's butt." answered Dash.

"Maybe she has a secret lover she doesn't want anypony else to know about." proposed Pinkie.

"We're here friends, why wouldn't she want us to know if she had a coltfriend or marefriend?" asked Applejack.

"What if it's wanted criminal and Twilight is helping him lay low." proposed Rainbow Dash.

Dash stated to fly up and was clearly somewhat hopeful about this proposition.

"This is Twilight we're talking about. She would never associate with such ruffins." scoffed Rarity.

Rainbow Dash sighed and landed on the floor.

"You don't have to be such a buzzkill." sighed the cyan pegasus.

Suddenly, the door to Sugarcube Corner opened and Spike walked in. After a little prodding, Twilight Sparkle slowly made her way into the party.

"Twilight!" cried the others.

The five ponies quickly made there way over to the friend.

"I'm so glad you could make! We were getting soooo worried!" exclaimed Pinkie.

"I'm fine Pinkie. But, I'm grateful for your concern." replied Twilight.

The other five ponies notices Twilight seemed a bit groggy and had bags under her eyes.

"Have you been sleeping okay Sugarcube?" asked Applejack.

"Not really. I've guess I've just been...busy." answered Twilight.

"I can give you some herbal tea to help." offered Fluttershy.

"I'm fine. Thank you." yawned Twilight, shaking her head.

"I hope your sleep improves darling. That is not good for your complexion." replied Rarity.

The party continued with the others enjoying themselves. Twilight stayed in a corner and tried her best to lay low. Lyra and Bon Bon noticed Twilight so they talked for a bit until Pinkie interrupted the festivities.

"I hope eveeypony is enjoying the party! Now, let's give it up for Mr. and Mrs. Cake!" cried out Pinkie.

The ponies began stomping their hooves and cheering. Except, for Twilight who was annoyed.

"There's too much noise." thought the lavender unicorn.

"Now, I'd like to say a few words." began Pinkie.

Twilight rolled her eyes at this.

"I met Mr. and Mrs. Cake shortly after moving to Ponyville. They were nice enough to give me a job so I could stay at the Hay & Stay." continued Pinkie.

"Shut up." thought Twilight.

"They soon let me move in and I've been living here ever since." said Pinkie, smiling.

"I don't care." thought Twilight, getting angrier.

"For everything you've done for me...thank you." concluded Pinkie.

"Ahh!" cried Twilight, reaching her breaking point.

Twilight didn't answer. Instead, she used her magic to grab a hold of the cake knife on the table.

"Do you want a slice of cake?" asked Pinkie.

Twilight was not interested in cake. Instead, she used her magic to stab Pinkie in the throat with the knife. The party pony coughed out blood and collapsed to the floor. Blood quickly rushed out of her neck forming a pool.

"Oh Celestia." said Twilight, regretting her action.

"Sugarcube...why?" asked Applejack, shaken.

"I..." stammered Twilight.

Twilight looked down. Pumpkin Cake and Pound Cake were crying over Pinkie's body. Mrs. Cake had broke down crying and Mr. Cake was comforting her while shooting Twilight a death stare.

"Arrest that pony!" ordered Mayor Mare, pointing at Twilight.

The other ponies began surrounding Twilight.

"No...I didn't...I..." stammered Twilight.

The ponies closed in but, Twilight used her magic to teleport back to Golden Oaks Library. Twilight jumped into her bed andcurled up.

"Pinkie...I'm so sorry..." whimpered Twilight.

A few moments later, the door to the library opened.

"Twilight, are you here?" asked Rarity.

"They're here." sighed Twilight.

Hoof steps could be heard coming up the stairs. Rarity, Rainbow Dash, Applejack, Fluttershy and Spike arrived finding Twilight.

"I'm ready. I accept any punishment I receive." said Twilight.

"What are you talking about?" asked Rainbow Dash.

"Don't play dumb!" snapped Twilight.

"We're not Twilight. We don't know what you're talking about." said Fluttershy.

"Are you feeling okay Sugarcube?" asked Applejack.

"Yes...No..." answered Twilight stammering.

A pair of hoof steps could be heard in the library and heading up the steps.

"They must be coming for me." sighed Twiliht.

"Who is coming for you?" asked Rainbow Dash.

Before Twilight was able to answer, the pony in question arrived. She hoped up the stairs and joined the others.

"Sorry I'm late. I was trying real hard to save Mr. and Mrs. Cake's anniversary cake." said Pinkie Pie.

"P...P..P..Pinkie Pie." stammered Twilight.

"Do you save the cake Sugarcube?" asked Applejack.

"Yup. Only a little bit was lost." answered Pinkie.

"Awesome! I'm going back for another slice!" declared Rainbow Dash.

The cyan pegasus turned to take off, but Rarity used her magic to stop her.

"I think cake can wait." said the white unicorn.

"Yeah." admitted Rainbow Dash.

"But...this can't be happening." said Twilight, "Pinkie...the knife..."

"You freaked out and knocked over anniversary cake. Then you teleported away." explained Spike.

"I see." said Twilight.

Twilight pressed her hoof to her chin and thought for a moment.

"I guess my lack of sleep is getting to me. I just need a little sleep and I'll be fine." said Twilight.

"Are you sure Sugarcube?" asked Applejack, unsure.

"Yes. I'll see you girls tomorrow." replied Twilight.

The other five wished Twilight a goodnight and left. However, Spike stuck behind.

"Twi, is something wrong?" asked Spike.

"Like I said, I just need a little sleep." answered Twilight.

Spike scowled clearly not fully buying the explanation.

"Ow, can you please feed Owlicious?" asked Twilight.

"Sure." answered Spike.

The baby dragon turned and left. Alone, Twilight pulled out a notebook and quill from under her bed with her magic.

"Let's see...that twenty-eight hallucinations in the past week. They've been increasing everyday." noted Twilight.

Twilight then used her magic to pull out several books and flip through the pages.

"None of these books are helpfully." growled Twilight.

The unicorn rubbed her face with her hooves. She heard Spike quickly heading back upstairs so she hid the items back under her bed.

"I need to find a solution quick." thought Twilight.

As Twilight went to sleep, the other members of the Mane 6 returned to Sugarcube Corner. Twilight's outburst killed the mood and the party had quickly wound down. By the time they returned, the other party guests had all left leaving only the Cakes. When the others arrived, Mrs. Cake was upstairs putting Pound Cake and Pumpkin Cake away while Mr. Cake was cleaning up. The five ponies gathered around a table and sat down.

"What the hey do ya got into Twilight?" asked Applejack.

"I haven't a clue. However, I am most certain there is something more than a simple lack of sleep to blame." answered Rarity.

"Maybe she ate some bad cake." proposed Pinkie.

"Now girls, maybe Twilight is just tired." said Fluttershy.

"I doubt that would cause her to freak out like she did." replied Rainbow Dash.

The ponies all thought for a moment.

"Twilight has been acting odd since we our visit to the Crystal Empire. Maybe something happened." proposed Rarity.

"She was with us most of the time." stated Rainbow Dash.

"Yeah. But, she and Spike ran off to find the Crystal Heart." noted Pinkie.

"Do ya think something happened while she was with Spike?" asked Applejack.

"It sounds like our best bet! Let's go ask him!" declared Rainbow Dash.

Rainbow started to take off, but Applejack grabbed Dash's tail with her mouth to stop the pegasus.

"It's late Rainbow and if Twilight's going to bed then Spike likely will be too." said the farm pony.

"Oh man." sighed Rainbow Dash.

As Rainbow Dash sat back down, Mr. Cake walked into the room having finished cleaning.

"Thanks for the party Pinkie." said Mr. Cake.

"It was nothing. I just wish it could have ended better." sighed Pinkie.

"It was fine. I just Twilight is okay." replied Mr. Cake, "I'm off to help Mrs. Cake. Goodnight girls."

With that, Mr. Cake trotted up the stairs.

"On the subject of romance, how is your love life Fluttershy?" asked Rarity.

The shy pegasus squeaked a bit and blushed.

"I..um...it's..." answered Fluttershy embarrassed.

"Things between us are fine." answered Rainbow Dash.

"How long's it been now?" asked Applejack.

"For a few months now." answered Rainbow Dash.

"Oh...I need have to plane your anniversary party!" declared Pinkie.

"That's really not necessary."replied Fluttershy blushing.

"So AJ and Rarity, how are you and you guys doing?" asked Rainbow Dash.

"We have disagreements on occasion, but our love is strong enough to get us trough." answered Rarity.

"Besides, Applebloom and Sweetie Bell just love the ideas of being sisters." added Applejack.

"I know what you mean, Scootaloo and Fluttershy have gotten along really well." said Rarity.

"I just hope we can help Twilight." said Fluttershy.

"Don't worry, we'll hep Twilight kick the butt of whatever is bugging her.." said Rainbow dash, embracing her marefriend.

"Twilight'll feel better than a hen in a granary." added Applejack.

"Yeah! There's nothing better than making somepony smile!" declared Pinkie.

Meanwhile, the Equestrian Princess of the Sun could not sleep. Princess Celestia walked up and down the hallways thinking over the cause of he woes. Many guards had worried but, she told them she was fine. Celestia had finished talking to a new recruit named Flash Sentry when she entered the throne room. She found she was not alone.

"Hello sister. I am surprised you are not asleep at such a late hour." said Princess Luna warmly.

"My mind is too pre-occupied." confessed Princess Celestia.

"Is it picking the new Captain of the Royal Guard?" asked Princess Luna.

"That is part of it." answered Princess Celestia nodding.

"It will be difficult to find a successor for Shining Armor." noted Luna.

"I am not too worried." replied Princess Luna.

The Princess of the Sun walked over to the window and stared at the moon.

"I've done this for the past millennium. I'm just glad we can share it." sighed Princess Celestia.

The Princess of the Night walked over and joined her sister.

"As do I. It was cramped in the moon to be honest." said Princess Luna.

The two royal sisters shared a laugh.

"Feeling better?" asked Princess Luna.

"You always know to make me smile." answered Princess Celestia.

"Tell me...what is bothering you?" asked Princess Luna.

Celestia blinked and let out a sigh.

"I am worried about Twilight Sparkle." answered Princess Celestia.

"I haven't noticed anything different." mused Princess Luna.

"Ever since she returned from the Crystal Empire...I've sensed something abnormal." explained Princess Celestia.

"You have know her longer than I." admitted Princess Luna, rubbing her chin her with her hoof.

"I had a previous student...Sunset Shimmer. I sensed something wrong with her. " said Princess Celestia.

"Yet she betrayed you and fled into the mirror." noted Princess Luna.

"I do not wish for Twilight Sparkle to suffer the same fate." confessed Princess Celestia.

"I think Twilight Sparkle will not falter. She reminds me of you, dear sister." said Princess Luna.

"Luna, can you infiltrate Twilight's dreams? Just tell me what dreams she is having and tell me if something is wrong." requested Princess Celestia.

"Understood. I will do so tomorrow night." agreed Princess Luna.

"Twilight...I pray your okay." thought Princess Celestia.

Chapter 2

Disclaimer: I don't own My Little Pony: Friendship is Magic

Fives were were gathered at Carousel Boutique. Applejack, Rarity, Rainbow Dash, Fluttershy and Pinkie Pie were talking about their plan to talk to Spike without Twilight Sparkle overhearing them.

"The big issue is getting Twilight away from the library." noted Applejack.

"I could throw a huge party." proposed Pinkie Pie.

"She would become suspicious if she isn't invited." replied Rarity.

"Could Rainbow try and use their love of Daring Do?" asked Applejack.

"Twilight knows as much as about Daring Do as me. Besides, that would require leaving the library." answered Rainbow Dash.

Rarity rubbed her chin with her hoof.

"What if I ask her to come over and help me with a spell." proposed Rarity.

"That's brilliant!" declared Pinkie, jumping in the air.

"Spike isn't a unicorn, so there'd be no reason he would be involved." added Rainbow Dash.

"It could work. We might as well try it." agreed Applejack.

"What if this doesn't work?" asked Fluttershy.

"Don't worry Fluttershy, we this'll be no sweat." answered Rainbow, reassuring her marefriend.

"Let's go." said Applejack.

The five ponies departed and made their ways to the Golden Oaks Library. Fluttershy, Applejack, Rainbow Dash and Pinkie Pie hid on the other side of the tree/library/Twilight's residence. Rarity knocked on the door and after a moment Spike opened it. Rarity could see Twilight reading through several books and mumbling to herself.

"Hey Rarity. What do you need?" asked Spike, eager to please.

"I came to ask for Twilight for assistance." answered Rarity.

Twilight stopped and walked over to her friend.

"What do you need?" asked Twilight.

"I need help with a spell." answered Rarity.

A small came to Twilight's face.

"Of course. I'm happen to help." said the purple unicorn.

"Let us go." said Rarity.

"Why?" asked Twilight.

Rarity stopped for a moment and thought.

"It's a spell relating to fabric. We must use it at Carousel Boutique." answered Rarity.

"Okay." replied Twilight.

"I'll come to." said Spike.

"I think it would be best for you to stay here." said Twilight.

"It's because I'm not a unicorn, right?" asked Spike.

"Oh don't worry. I'm sure a big and strong dragon like you can take care of the library." answered Rarity.

"Sure thing." replied Spike, his legs getting weak.

Twilight used her magic to grab her a book on spells. Twilight put the book in her saddlebag then placed that on her side. The two unicorns then left Golden Oaks Library. Spike went to catch up on his comics when the door opened. Rainbow Dash Fluttershy, Applejack and Pinkie Pie entered the library.

"You just missed Twilight. She left to help Rarity with a spell." noted Spike.

"We know. That was our plan." confessed Applejack, representing her Element.

Spike was surprised, but quickly became suspicious.

"What's going on?" asked Spike.

"We were hoping you could tell us." answered Pinkie Pie.

Spike sighed and rubbed his face.

"II have no clue. Twilight's been acting weird since the Crystal Empire." answered the baby dragon honestly.

"She hasn't told you anything?" asked Rainbow Dash suspicious.

"No. I've been trying to get it out of her since we got back." answered Spike.

The four ponies all hung their heads knowing their attempts were fruitless.

"Couldn't we dig around for evidence?" asked Rainbow Dash.

"That would invade her privacy." answered Fluttershy.

"Besides, I've tried that. I couldn't find anything." added Spike.

"What do we do now?" asked Pinkie Pie.

"I don't know." answered Applejack.

Meanwhile, Twilight and Rarity made their way through Ponyville. Thy arrived at Carousel Boutique and luckily Sweetie Bell was out with there CMC trying get their Cutie Marks. Opal was upstairs sleeping on Rarity's bed so the two unicorns had the location to themselves.

"Let me know if you want anything Twilight." said Rarity.

"Thanks. Okay Rarity, what spell do you need help with?" asked Twilight.

The purple unicorn used her magic to open the saddlebag and lifted the book out then placed it on a nearby table.

"It's a stitching spell." answered Rarity.

Twilight used her magic to flip a few pages until she reached the section she was looking for.

"All right. I just need to know what sewing stitch you need." said Twilight.

"It's a tent stitch. I need a very specific pattern." said Rarity.

Twilight flipped the pages a bit before stopping.

"Twilight." said Rarity with concern.

The purple unicorn blinked and looked around.

"How did I get here?" asked Twilight.

"I don't understand what you mean darling." answered a perplexed Rarity.

"I was at Golden Oaks Library and now I'm here." said Twilight, her eyes twitching.

"We walked dear." noted Rarity.

"Why?" asked Twilight, getting nervous.

"I needed help with a spell." answered Rarity, becoming worried about her friend.

"I don't remember any of that." noted Twilight, gulping.

Twilight began mumbling to herself.

"Twilight, I'll pour you a cup of tea." said Rarity.

"Where are the others?" asked Twilight.

"I don't know." answered Rarity.

Twilight rubbed her chin with her hoof for a moment

"The library!" cried Twilight.

Twilight turned and ran off racing to Golden Oaks Library as fast as possible.

"Wait!" cried out Rarity.

Twilight raced off to Golden Oaks Library with Rarity shortly behind her. Amethyst Star tried saying hello but, Twilight ran off without replying. Rarity followed quickly behind keeping Twilight in her sight. Twilight burst into the Golden Oaks Library where she found Spike and her other friends. Rarity quickly followed behind her.

"Twilight, please..." began Rarity.

Twilight ignored her friend.

"What's going on?" asked Twilight, clearly anxious.

"Nothing." answered Rainbow Dash.

Twilight set her sites on Applejack.

"AJ, you're the element of honesty so you can't lie. You'll tell me what's going on." said Twilight.

"Twi, this isn't like you." noted Applejack.

"Yeah. You're totally acting weird." added Pinkie.

"Not to mention...slightly manipulative." noted Rarity.

"You're my friends! You know I'm nothing like that!" cried Twilight.

"Twilight, please let us help you." requested Spike, worried.

Twilight ignored Spike's plea and set her sights on Fluttershy.

"Fluttershy, you'll tell me why you're conspiring against me." said Twilight, softly.

"I...um..." stammered Fluttershy.

"Don't say anything." said Rainbow Dash.

Twilight shot Rainbow Dash a glare before once more focusing on Fluttershy.

"It's okay Fluttershy. We're friends." said Twilight.

Fluttershy adverted her eyes and mumbled.

"I can't take it!" cried Twilight.

Twilight tackled Fluttershy down and to pummel the shy pegasus with her hooves.

"Twilight! Stop!" cried Applejack.

Applejack used her strength to pry Twilight off of Fluttershy. Rainbow Dash rushed over to her battered marefriend while the others stood in shock. Rainbow Dash turned back to Twilight.

"I'll kill you!" cried the cyan pegasus.

Rainbow rushed over to Twilight but, the purple unicorn fired a blast of magical energy which sent Rainbow crashing to the ground.

"Please! Don't kill me!" cried Rainbow, shaking.

"I..." began Twilight.

Twilight stopped mid-sentence as she realized something.

"Rainbow Dash would never be shaken by anything that easy." realized Twilight, "This must be a hallucination."

Twilight blinked and found herself in Golden Oaks Library. Her friends stood staring at her and Fluttershy was perfectly fine.

"Are you okay Sugarcube?" asked Applejack.

"I need to lay down." answered Twilight.

Twilight completely ignored the pleas of her friends and went to her room. Twilight lifted her sheet with her magic and crawled into bed. She used her magic to completely cocoon herself under her sheet. After a bit, Twilight dosed off to sleep.

"Where am I?" asked Twilight.

Twilight looked around and found herself in an endless black void.

"Hello Twilight Sparkle." came a familiar voice.

Princess Luna appeared in front of Twilight who bowed.

"There is no need for such formalities." said Luna.

"Sorry." giggled Twilight nervously.

Twilight got back up and faced the princess.

"What is going on?" asked Twilight.

"I could ask you the same thing." answered Luna.

Twilight winced at this.

"I have nothing to discuss." replied Twilight.

"Princess Celestia is worried about you." noted Luna.

Twilight felt a sharp pain in her chest from disappointing her mentor.

"Twilight Sparkle, what is bothering you?" asked Luna.

"I..." answered Twilight.

Twilight began to answer, but a she felt an overwhelming buzzing feeling in her head.

"Twilight, what is wrong?" asked Luna.

"I'm fine. Just leave." answered Twilight.

"Twilight-" began Luna.

"I said leave now!" exclaimed Twilight.

Luna stepped back not used to being addressed like such...especially by Twilight.

"Please do not forget, I am a royal princess." said Luna, pulling rank.

"I don't need help. I want to leave." stated Twilight, perturbed.

Twilight's horn began to glow and she exited her dream using a spell.

"I must tell my sister about this." decided Luna.

Luna let the dream realm and returned to Canterlot Castle. Luna walked down the hallways head to the bedroom of her sister. Luna arrived and enter Celestia's bedroom finding the Princess of the Sun awake. Celestia had been pacing and was eager to hear her sister's report.

"Luna, is Twilight alright?" asked Celestia.

Luna winced a bit and thought about her answer carefully.

"I do not believe so." answered Luna.

Celestia gulped and tried to suppress her anxiety.

"Twilight acted normally at first, but she suddenly began agitated and wanted nothing to do with me." explained Luna.

"Do you know why?" asked Celestia.

"No. Her mood changed suddenly and for no reason I can comprehend." answered Luna.

"I knew something was wrong!" snapped Celestia.

The Princess of the Sun thought for a moment.

"I'm going to Ponyville. I have to talk with Twilight." said Celestia.

"I fear it will be of no use. She seems to be shutting everyone out." replied Luna.

"We have to do something?" asked Celestia.

"I agree. We cannot site idly by." answered Luna.

The two royal sisters thought.

"What about Twilight's friends?" proposed Luna.

"Continue." requested Celestia interested.

"I believe they could be of assistance." stated Luna.

"Of course. They know Twilight well and will be very helpful." agreed Celestia.

"You seem bit out of it." noted Luna.

Celestia sighed and shook her head.

"I've been worried about Twilight. It seems to be preoccupying all of my time." explained Celestia.

Luna let out a bit of a chuckle at this.

"It seems you and Twilight are more alike than you might think." said Luna.

"You maybe right." admitted Celestia.

Author's Note

A/N: There is chapter two finished. I jut want to clarify two things real quick. First, Celestia is Twilight's mentor and knows here well which is why she knows when something is wrong. Second, in my head canon ponies simply to not differentiate between heterosexuality and homosexuality or bisexuality. Next time, we continue picking up where we left off and cover the events of "Too Many Pinkie Pies" too. Please review.

Chapter 3

Disclaimer: I don't own My Little Pony

Celestia's sun shone brightly over Ponyville as a new day began. Twilight Sparkle yawned and woke up staring at her ceiling. The unicorn really didn't want to get out of bed. Twilight threw her blanket over her head and decided to take an off day.

"Twilight!" called Spike from downstairs.

Twilight didn't answer.

"Twilight!" cried Spike again.

Twilight once more didn't answer and heard footsteps approaching.

"Oh great." thought Twilight bitterly.

"Hey Twilight, it's already past seven. You're usually up by now." noted Spike.

"I don't want to get up." said Twilight.

"Are you feeling okay?" asked Spike.

"I'm fine." answered Twilight.

"Twilight-" began Spike.

"I just want to sleep in." said Twilight.

"That's not like you." noted Spike.

"I don't care." said Twilight harshly.

Spike pulled the cover off Twilight.

"Do you want me to get a medical book?" asked Spike.

"I'm fine." answered Twilight.

"If you need help, I'm more than willing-" began Spike.

Before he could finish, Twilight enveloped Spike with her magic and lifted him up.

"Twilight! cried Spike.

"I want peace." snarled Twilight.

"Don't hurt me!" begged Spike.

"Too late." stated Twilight coldly.

Twilight threw Spike out the window with full force. His body splattered on the ground below as ponies gathered around it.

"Twilight, are you okay?" asked Spike.

Twilight shook her head to see Spike still standing before her.

"Another hallucination. Their frequency is increasing." thought Twilight.

The lavender unicorn sat up and cleared her throat.

"I am fine and I've also decided you're right. I'm going to try and master a new spell today." answered Twilight.

"What spell?" asked Spike.

Twilight had to think for a moment as she rubbed her chin with her hoof.

"Turning an apple into an orange." answered Twilight.

Twilight headed down stairs and washed up. Spike offered to make breakfast, but Twilight didn't have much of an apatite. She asked where the book she needed was and Spike had already retrieved it. At Spike's proposition, they went for breakfast at Spring's Muffin Brunch. Twilight ordered an apple (delivered from Sweet Apple Acres) and began to perform her spell. Despite her best efforts, Twilight could not perform the spell.

"Try again Twilight. You can do it." said Spike encouragingly.

Twilight used her leg to wipe sweat off her forehead.

"This spell's a thoughy. But, I feel lucky this time." said Twilight.

Twilight activated her magic and enveloped the apple.

"1...2..." began Twilight.

Before she could finish, Twilight was tackled by Pinkie Pie. Her magic shot off and ricocheted before hitting a blue jay. Twilight managed to shove the hugging pink party pony off her.

"Pinkie, why did you do that?" asked Twilight annoyed.

"Because hugs are fun-o-riffic." answered Pinkie, wrapping her front legs around herself "Especially when it's with a friend."

Pinkie un-hugged herself and her body sun around.

"I will never understand her." thought Twilight sternly.

"Whatca doing?" asked Pinkie innocently.

"Trying to turn that apple into an orange." answered Twilight, heading back to the table.

"But you kind of threw her aim off." added Spike.

As if on cue, the blue jay/orange hybrid flew by the ponies and baby dragon.

"What a cutie orange birdy! Do me next Twilight! Do me! Do me!" cried Pinkie Pie.

As Pinkie hopped up and down, a white unicorn with a love of fashion arrived wearing a cloak - until Pinkie bumped into her.

"Rarity , want to see Twilight turn me into an orange?" asked Pinkie, "It's gonna be fun-a fun fun!"

"As fun as creating this ooh couture ensemble I finished making?" asked Rarity removing her cloak, "Delightful, no?"

"This is terrible!" cried Pinkie.

"I admit perhaps it's not my finest work-" began Rarity, looking over her dress.

"You had total, awesome, amazing fun and I missed out on it?" asked Pinkie.

Pinkie thought for a moment before hopping back over to Twilight.

"What if there's more awesome, amazing fun with friends happening that I'm missing out on to?" asked Pinkie anxiously.

"We weren't going to turn her into an orange. I swear." stated Spike.

Rarity simply shrugged and ran off to her her new outfit to other ponies. Twilight decided to go back to her spell not really caring what Pinkie was up to at the current moment. Her peace lasted a bit as she still struggled to get to master the spell.

"I don't know Twi, maybe you just need a break." suggested Spike.

"You're too weak. Princess Celestia could have easily mastered that spell. It looks like somepony is falling behind in her studies." said an ominous voice.

"Spike, did you you say something?" asked Twilight, "I was...preoccupied."

"I said you might need a rest." answered the baby dragon.

"Great. Now I'm hearing voices." thought Twilight.

Twilight shook her head and decided to focus.

"1..2..." began the lavender unicorn.

Before she could finish, Pinkie jumped on Twilight's back causing the spell to again miss its target. This time, it ricocheted around and turned a frog into an orange. The party pony again flashed by Twilight and Spike.

"Pinkie." said Twilight.

The pink party pony stopped sliding into the dirt.

"What in the wide, wide world of Equestria are you doing now?" asked Twilight, walking over.

"Timing myself running back and forth between the swimming hole and Sweet Apple Acres." answered Pinkie.

Pinkie Pie began hoping up and down around Twilight and Spike.

"I'm trying to cut down my time so after Rainbow Dash dives off the swing I can go to Sweet Apple Acres to help with the barn raising then be back in time to see Rainbow Dash it the water after doing a double flip." explained Pinkie.

Twilight and Spike needed a moment to take this all in as Pinkie looked at the watch around her neck.

"If I can cut my time by twenty minutes, I'm good." said the Element of Laughter.

Twilight thought for a second and laughed

"Oh Pinkie, I'm afraid the only way to pull that off is if there's more of you to go around." said Twilight, using her magic to pick the table and apple back up.

Pinkie's head rotated clockwise and sprung back as she pupils rang like a clock complete with sound.

"That's it Twilight!" declared Pinkie.

"It's Pinkie Pie...don't question it." thought Twilight.

Pinkie jumped over and hopped on the table.

"The Legend of the Mirror Pool!" exclaimed Pinkie.

"The legend of the who-what now?" asked Twilight.

Pinkie didn't answer instead hopping off.

"I'm familiar with loads of legends but I've-" began Twilight.

"Does this mean practice is over?" asked a hopeful Spike.

"Of course not. Back to work." answered Twilight.

Twilight continued to work on her spell to no success. Exhausted, she decided to head back to Golden Oak Library to lay down and rest. Twilight uncharacteristically left the book behind so Spike grabbed it and ran after her. Twilight ignored his pleas and made her way back to her room. Once there, Twilight threw herself onto her bed and laid down. She took a nap before a voice awoke her.

"Giving up so soon?" asked the voice from before.

"Fuck off." answered Twilight.

"Such language." said the voice sarcastically.

"I'm losing my mind." sighed Twilight.

"Somepony is still pissed she doesn't know The Legend of The Mirror Pond." mused the voice.

" I remember something about a mirror in Canterlot, but it had nothing to do with a pond." noted Twilight.

"Can you even remember that?" asked the voice.

"No." answered Twilight.

"I guess you never paid attention in your studies." stated the voice.

"Shut up!" snapped Twilight.

"Twilight, are you okay?" asked Spike.

"I'm fine." answered Twilight.

"Lying to your number one assistance." said the voice, with mock disappointment.

"Don't give me that." sighed Twilight.

Twilight rubbed her face with her hoof.

"I'm losing my freaking mind." sighed the unicorn.

"I'm as real as you are." stated the voice.

Twilight rubbed her chin for a moment.

"Why do you sound familiar?" asked Twilight.

"I would have figured you would have by now." answered the voice.

"Twilight!" cried Spike.

Twilight went downstairs and looked out the window of the library where she saw an army of Pinkie Pies prancing around.

"Oh great, I'm seeing things." moaned Twilight.

"This is bad. Pinkie Pies...Pies...have overtaken Ponyville!" cried Spike.

Twilight blinked and looked at her assistant.

"You see this too?" asked Twilight.

"Yeah." answered Spike.

Before either of them could day anything, a loud collection of voices could be heard outside.

"What's that?" asked Twilight.

"I don't know." answered Spike.

The two went outside and found an mob of ponies.

"Calm down everypony." said Twilight.

"Why don't you go to Mayor Mare?" asked Spike.

"She's looked up in her office." answered Cloud Kicker.

"Worthless bureaucrat." thought Twilight

Twilight blinked as she realized how unusual thinking that about somepony was for her.

"The Pinkie Pies crushed my carrot seeds! I need to grow them to make a living!" cried Carrot Top.

"They knocked over Pina Colada!" cried Berry Punch.

"They crushed our flowers!" cried Rose, Daisy and Lily in unison.

The three flowers ponies exclaimed about "the horror" they went through.

"They barely touched a stem." noted Colgate.

"Okay everpony. Please, calm down." requested Twilight.

"Calm down! I just had a Pinkie hurricane raging through my shop!" exclaimed Rarity.

"And they crashed our critter picnic." added Futtershy, usually upset.

The town ponies began to voice their complaints to Twilight.

"Please everypony, hang on while I try to figure something out." requested Twilight, "Come on Spike."

Twilight retreated into the Golden Oaks Library with Spike right behind her. The two quickly began digging through books as twilight found herself unable to remember the name of the legend Pinkie Pie talked about.

"Oh, it seems somepony really is losing her edge." said the voice, enjoying this site.

"Ignore it Twilight." thought the unicorn.

Twilight and Spike split up and continued hunting for the name of the legend.

"I've got to try and remember the name of the legend she mentioned." stated Twilight.

Spike pushed aside a couple of books and found a brown book which he yanked out. Twilight lifted the book her her magic and read through it.

"Here it is!" exclaimed Twilight, "The Legend of the Mirror Pond. It describes a spell I can use to send them back where they came from."

"That's perfect. Let's go." said Spike pleased.

"But, there's a catch. If I can't find out which one is the real Pinkie, I might send her back my mistake." noted twilight worried.

"Well we'll just have to figure out which is one is the real one then. Shouldn't be too hard." said Spike.

The two headed back outside where they found the mob waiting.

"Does anypony here know how we can tell the real Pinkie Pie from the rest of them?" asked Twilight.

The mob talked to themselves as a Pinkie bounced forward.

"Twilight, I need to talk to you! I need your help!" called Pinkie.

"Excuse me, who ever you are..." began Twilight.

The lavender unicorn didn't noticed another Pinkie came up beside her and started mimicking her.

"But, I'm not talking to any of you Pinkies, unless you're the real Pinkie." stated Twilight.

"But...but I am the real Pinkie." said the Pinkie.

"No you're not, I'm the real Pinkie." said another Pinkie, walking up to the first.

More Pinkies began claiming themselves as the real deal while the hoard of Pinkies began to gather.

"How in tarnation are we supposed to tell which is the real Pinkie?" asked Applejack.

"I have no idea." answered Twilight.

The swarm of Pinkie Pies spread across Ponyville. The townsponies mostly took shelter in their residences as the Pinkie Pies flooded the streets of the small town. Twilight and Spike walked in the midst of the chaos.

"This is hopeless." said Twilight overwhelmed.

"Celestia would have solved this by now." taunted the voice.

Twilight was currently doing her best to ignore the malevolent voice.

"Maybe that one is the real Pinkie." proposed Spike.

Twilight looked over to a depressed Pinkie resting her head at the restaurant.

"Please, the real Pinkie Pie never sat that long in one place her whole life." stated Twilight.

"I'm going to go ask." said Spike, heading over to the Pinkie.

"Of course she's going to say she's the real Pinkie Pie. They all do. You're wasting your time." said Twilight.

"Let me guess, you're the real Pinkie Pie." said Spike.

"Heck if I now. Could be anyone of us if you ask me." replied Pinkie.

Twilight came over and shrugged surprised.

"And if you said I was the real Pinkie, you wouldn't believe me anyway." continued Pinkie walking away, "So just leave me alone. I've got some important poking the ground with my hoof to do."

"Spike, how are we going to do this?" asked Twilight, "I can't risk sending the real Pinkie back into the pond."

"I miss the real Pinkie." sighed Spike.

The duo began walking away.

"Hey! Hey! What if you gave them a test! Pick something really hard for a Pinkie to do. Something not fun at all. Any Pinkie that can't do it goes back into the pond and whoever wants to stay the most...that must be the real Pinkie." explained Pinkie.

"You know...that's not a bad idea." said Twilight.

Twilight and Spike raced off in search of the others. She found Applejack and explained the plan to her. The Apple farm was willing to help in anyway they could. After a they couldn't find her other three friends around Ponyville,the two headed to the wooded area just past Fluttershy's cottage. That's where they found Rainbow, Rarity and Fluttershy hiding with the forest animals.

"I've been looking for you ponies." said Twilight, "What are you all doing here?"

"Fluttershy talk to the woodland critters and they've agreed to take us to there home in until the Pinkie storm dies down." answered Rainbow.

"You guys, we're going to fix this and I know exactly how." stated Twilight confidently.

"Are we going to lose our real Pinkie Pie?" asked Fluttershy concerned.

"I don't think so." answered Twilight, "Now come along, I've already got Applejack and her family rounding up all the Pinkies."

The ponies quickly went to work. Twilight quickly grabbed a white board and propped it up in town hall. Rarity and Futtershy returned with blue paint...which the unicorn was very picky about it. They began to paint as the others rounded up the Pinkies.

"Good work Twi." said Spike.

"Um...thanks." said Twilight surprised.

"What's wrong?" asked Spike.

"I've never seen a fashion show in town hall before." answered Twilight.

"What are you talking about?" asked Spike.

"That's...why we're here." answered Twilight.

"No we aren't. This was your plan to find the real Pinkie and send the others back to the Mirror Pool." explained Spike.

"Oh yeah. It must have slipped my mind." giggled Twilight.

Spike frowned as Twilight monitored the painting. Rarity and Fluttershy were painting as Twilight attempted to stay focused hoping it would keep her mind distracted from her deteriorating mental status. Moments later; Applejack, Apple Bloom and Big Mac lead the Pinkie Pies into town hall.

"Welcome Pinkies welcome. Please have a seat and make yourselves comfortable." said Twilight.

Twilight waited a moment before quickly realizing the Pinkies were paying her no attention.

"Okay, I supposed you can't be comfortable sitting in one place, but have a seat anyway." requested Twilight.

The Pinkies continued to ignore Twilight crying out "Fun!" as the bounced around.

"Sit down!" cried twilight, losing her patience.

The Pinkies finally took notice and quickly sat down.

"Better. Now, I suppose you're all wondering why I've gathered you here today." began Twilight.

"For fun?" asked one of the Pinkies.

"No, just the opposite actually." answered Twilight.

"Wait, I've got one more!" called Rainbow Dash.

Rainbow flew through the doors carrying another Pinkie Pie.

"Found this one poking at the dirt with her hoof drawing frowny faces." noted Rainbow clearly surprised.

"Have here come hit with the others." said Twilight.

Rainbow dropped the Pinkie and flew off to the side.

"Pinkies, you've been brought her to take a test." stated Twilight.

This revelation was met with a less thank jubilant tone from the Pinkies.

"Don't worry, it's a simple test. As simple as the come. And whoever passes gets to stay." explained Twilight, "Curtain please."

Spike drew back the curtain as Twilight continued.

"The test...will be watching paint dry." revealed Twilight, "On your mark...get set...go!"

The Pinkies set all of their attention on the paint and focused. They were surprisingly attentive as twenty minutes went by with no Pinkie so much as blinking. Finally, one of the Pinkie Pies began to rock back and forth. Twilight fired the Pinkie with her magic which caused it to turn into a balloon. The Pinkie exploded causing blood and intestines to spew everywhere.

"Oh sweet Celestia!" cried Rarity.

Twilight fired a red beam at the Pinkie Pies sweeping from right to left. The beam bifurcated the the Pinkie Pies until the floor was littered with dead bodies.

"Oh my Celestia." said twilight in awe..

"Twilight...Twilight...Twilight..." said Rainbow repeatedly.

Twilight blinked and found the Pinkies alive and well while staring at the paint dry.

"Are you okay?" asked Rainbow.

"I'm fine." answered Twilight.

The wait continued and the Pinkie Pies quickly began to fall until there were two more left. It took a distraction from Rainbow Dash to get the real Pinkie back. The entrance to the Mirror Pool was blocked with Tom and the storm of Pinkies was finally over.

The rest of the day went by uneventful, but this all changed in the middle of the night. The Mane 5 (save Twilight) had a similar dream telling them to gather outside the Everfree Forest. They next day, all five of the ponies gathered.

"What are y'all doing here?" asked Applejack surprised.

"I got this weird dream telling me to come here." answered Rainbow.

"That's so weird! That happened to me too!" cried Pinkie.

"Um...I...think...I had the same dream." said Fluttershy.

"The question is why are we." noted Rarity.

A sudden burst of light appeared overhead and an immortal alicorn landed in front of the ponies.

"I can answer that." said Celestia.

Author's Note

A/N: There is chapter three finished. I will only cover episodes where Twilight has an important role and they will heavily deviate from here on out. The voice is important and the identity of the pony who it belongs to will be revealed. Next time, Celestia talk to the Mane 5. Please review.

Chapter 4

Disclaimer: I don't own My Little Pony: Friendship is Magic

The five ponies present bowed the alicorn. Celestia landed and looked down with a smile on her subject. She let out a chuckle as she stared at this.

"Rise my little ponies. There is no need for such formalities." stated the princess.

The five ponies rose and stared questioning glances.

"I am glad you followed that dream and gathered here." began Celestia.

"You did that, your highness?" asked Rarity.

"No. It was my sister's. Princess Luna gave you all that dream at my request." answered Celestia.

"Um Princess...we've all been...concerned about Twilight lately." noted Fluttershy.

"I know. I need your assistance in helping her." replied Celestia.

"How do you do you Twilight's gone all crazy?" asked Rainbow Dash.

"Watch yer tongue, Rainbow." warned Applejack.

Celestia sighed and closed her eyes.

"Twilight...how is she doing?" asked Celestia.

"She's been have weird freak outs." answered Pinkie.

"How so?" asked Celestia.

"She had an outburst and ran off from the Cakes' anniversary party ." answered Fluttershy.

"It seems she is having blackouts as well. I brought her to Carousel Boutique and she forgot how we got there." added Rarity.

"Has Twilight been into the Everfree Forest lately?" asked Celestia.

The five ponies all thought for a moment.

"I don't think so, your highness." answered Applejack.

Celestia chuckled at this.

"I told you, you do not need to use my title." answered Celestia.

"Sorry." replied Applejack, with a nervous laugh.

The ponies thought for a moment.

"What can cause memory loss and freak outs?" asked Rainbow Dash.

"A number of thing." answered Futtershy.

"Not to mention the additional magical possibilities." added Rarity.

"I am afraid she is correct." noted Celestia.

The Princess of the Sun stopped for a moment.

"Could Twilight have practiced dark magic?" asked Celestia to herself, "No. Twilight knows of the danger."

"I'm sure Twilight would be willin' to talk if go about it the right way." suggested Applejack.

"I am afraid Princess Luna tried that and was rejected soundly." stated Celestia.

"Twilight is our friend and we cannot give up on our friend!" declared Pinkie.

"Pinkie's right. Twilight is our friend and we're going to help her no matter what." stated Rainbow.

"For now, please an eye on Twilight. If we push here I am afraid she will only isolate herself more. If anything important occurs, contact me immediately." said Celestia.

"Yes ma'am." replied the ponies.

"Twilight, please do not let your heart be closed off to darkness." thought Celestia.

The rest of the night passed by with no event. As Celestia's sun shone over Ponyville on another day, the Mane 5 made their way to Golden Oaks Library to keep an eye on Twilight just as Celestia requested. Spike answered the door, but Spike revealed Twilight had shut herself up in her laboratory. After filling Spike in to their meeting, he agreed to help them and check up Twilight. Having business to attend to, the five ponies left while Spike went to the lab. Spike poked his head in the door.

"Hey Twilight, are you hungry?" asked Spike.

"I'm fine. Please, leave me to my work." answered Twilight.

"Twilight, you're freaking me out." admitted Spike.

"There's nothing to be concerned about. I am fine." stated Twilight frantic.

"Twilight-" began Spike, entering the lab.

Twilight quickly slammed the door with her magic locking Spike out.

"I told you, stay out!" snapped Twilight.

Twilight rubbed her face with her hooves.

"It's not like there's some spell to fix this." sighed Twilight.

Twilight's eyes widened in revelation.

"That's it!" cried the unicorn.

Twilight charged up stairs knocking Spike on his back when she flung the door open. Twilight bucked the door closed and used her magic to lock it so a certain baby dragon couldn't spy on her work. Twilight ran off heading deep into the Everfree Forest. The lavender unicorn didn't stop until arrived at the hut of a rhyming zebra.

"Zecora! Open up!" cried Twilight, banging on the door.

Twilight stepped back as she heard hoofsteps. Moments later, Zecora opened the door to see Twilight.

"Ah, Twilight Sparkle. I was working on a brew, but it is nice to get a visit from you." rhymed the zebra.

"Zecora, I need to your help!" pleaded Twilight.

"It does indeed. I would never turn a way a friend in need." said Zecora.

"Thank you! Thank you! Thank you!" cried Twilight.

"It is nothing, what your problem is I will pin. Now please, come on in." stated Zecora.

Twilight walked in while Zecora closed the door behind her.

"What are you brewing?" asked Twilight.

"An herbal cure for a migraine. It should hopefully ease the pain." answered Zecora.

"Again with the freaking rhyming." thought Twilight.

Twilight quickly shook her head to get rid of the thoughts.

"So...about that brew." began Twilight.

"Ah yes, I am sure that I can aid you with a brew. But, I must know what is bothering you." noted Zecora.

"I've seen things that aren't there, been really forgetful and I'm hearing things." admitted Twilight.

"Your condition is quite serious. Worthy of making a fuss." replied Zecora.

"So can you help me?" asked Twilight.

Zecora walked over and picked up her copy of Supernaturals: Natural remedies and cure alls that are simple super.

"I might been able to find an answer in this book. Please, allow me to take a look." requested Zecora.

"Fine. Let me know when you have an answer." sighed Twilight.

"Yes I will. Hopefully, you will no longer feel ill." said Zecora.

"Bye." replied Twilight.

Twilight took off and made a B-line back home.

"Take care Twilight! Do not not succumb to your freight!" called Zecora.

Twilight raced off and returned to Golden Oaks Library. Twilight locked herself away in her lab and continued her work. This lasted for weeks as Zecora was unable to find an answer for in that book or any other. The other Mane 6 had come over routinely, but Twilight stayed hunkered away. Finally, Spike got her to go out and eat after going without food for days. When Twilight returned, she found her friends waiting for her. Rainbow flew over and used herself to shield Fluttershy.

"What's this?" asked Twilight.

"Twilight, we're worried about you." answered Spike.

"Oh great, a freaking intervention!" cried Twilight.

"Twilight, we're only doing this because we are worried about you." said Fluttershy.

"I'm pretty sure Angel is waiting for you. Just go off and tend to that abusive little prick." spat Twilight.

Spike and the other ponies gasped at this.

"Sugarcube, you've never acted like this before." said Applejack.

"I'm pretty sure the town still needs fixing after those your sister and her friends sabotaged the parade to get revenge on her cousin." stated Twilight.

"Please refrain from bringing our sisters into this." requested Rarity.

"I don't need to...Miss I'll use Spike's crush to manipulate him into doing what I want." scoffed Twilight.

"You're really acting like a total grumpy pants." said Pinkie concerned.

"I don't need lecturing from the likes of you." said Twilight bitterly.

"Look, I have no clue what got into you, but you're acting like a real bitch." stated Rainbow.

"Says the lazy ass weather manager with an ego the size of Equestria." scoffed Twilight.

"What was that?!" exclaimed Rainbow.

Rainbow shot off to tackle Twilight, but Applejack used her mouth to grab Rainbow's tail stopping her. Rainbow stopped and Applejack let go of her tail.

"Why did you stop me?!" asked a furious Rainbow.

"Twilight's not being herself. We all know this isn't the Twilight we're friends with." noted Applejack.

"Exactly." added Spike.

"Spare me the sentimental garbage." huffed Twilight.

"Twilight, we want to help you. Don't shut us out." requested Pinkie.

Twilight blinked taken aback by this before bursting out into laughter.

"I never thought Pinkie would try to be the deep one." laughed Twilight.

"But Twilight..." began Rarity.

"I need to go to my lab. Don't bug me." said Twilight.

Twilight began walking away before stopping.

"Rainbow, why did you shield Fluttershy when I walked in?" asked Twilight.

"I did so in case you try to attack her...again." answered Rainbow.

"But, that was a hallucination." noted Twilight.

Twilight blinked in realization.

"That means this has all been a hallucination." stated Twilight.

Twilight shook her head and found herself in the doorway. Her friends where all present for the intervention.

"Twilight, did you hear me?" asked Spike.

"This is an intervention." answered Twilight shaken.

"Twilight, we're only doing this because we're worried about you." said Fluttershy.

"That's the exact same thing she said." thought Twilight.

Twilight thought for a moment before running off.

"Excuse me!" called Twilight.

Twilight unlocked the lab door and flung the door open. Twilight shut the door and sealed it again behind her.

"What in the hay could have gotten into Twilight?" asked AJ concerned.

"I don't have a clue." sighed Spike.

"Let's go down there and find out!" declared Rainbow.

Rainbow flew into the magically sealed door, but crashed into and collapsed on the floor while door stood firm.

"With that magic, there's no way we could bypass that door." noted Rarity.

"Should we right a letter to Princess Celestia?" asked Pinkie.

Te ponies thought for a moment until Spike shook his head.

"The Princess has gone to Saddle Arabia for a diplomatic meeting. It wouldn't do any good." sighed the baby dragon.

"Spike, keep an eye on her for now. We'll keep coming by when possible." said Applejack.

"Gotcha" replied Spike.

In her lab, Twilight was busy at work. The personal protegee of Princess Celestia was looking over her results again and again. Twilight hoped that the answer to her problem would suddenly appear before her...but, that was once again not the case. She finally threw her head onto the table and sighed.

"This can't be happening!" exclaimed Twilight.

Twilight walked over to a nearby chalkboard and used her magic to levitate her a piece of chalk.

"At this rate I will loose total control..." began Twilight.

Twilight quickly went over the mathematical equations on the board.

"...fifteen Moons." concluded Twilight.

Twilight dropped the chalk which broke in half when it hit the ground.

"It seems you're a bit flustered." cooed the disembodied voice.

"I'm not in the mood." replied Twilight bitterly.

"I understand. I would feel the same if my friends betrayed me like that." said the voice.

Twilight blinked in confusion.

"My friends didn't betray me." stated Twilight.

"Didn't they?" asked the voice.

"I..." answered Twilight, now unsure of her own answer.

"I would call that little "intervention" of theirs a betray." said the voice.

Twilight mused over this so the voice continued.

"Who are they to dictate your life?" asked the voice.

"You're right." answered Twilight.

Twilight now felt an anger overcoming her.

"I'm a full grow mare. I can make my own decisions." stated Twilight.

"Exactly. Especially one who trained under Princess Celestia." said the voice.

"That's true. I'm the one who predicted the return of Nightmare Moon." stated Twilight.

Twilight furiously stomped her hoof down.

"I can't trust my so call friends!" declared Twilight

"Let the hate flow through you." said the voice.

Twilight spent the rest of the night locked away in her lab and only dragged herself to bed well after midnight. Meanwhile, in dimly lite marketplace, a hooded unicorn was making her way through the raining streets. The unicorn had memorized the address of the shop she was visiting so well she could probably recite it blindfolded. When the mare arrived, she entered the shop and searched around until a light suddenly flickered on.

"May I help you, traveler?" asked the shopkeeper.

The mare nodded yes and the two made their way to the shopkeeper's desk.

"Something drew you to my shop. Something powerful." mused the shopkeeper.

The mare spotted what she was looking for under a glass container and pointed to it.

"Ah, you have a keen eye. The Alicorn Amulet is one of the most mysterious and powerful of all the know magical charms." noted the shopkeeper.

The mare again pointed the Alicorn Amulet making it clear that was what she wanted.

"I'm afraid this is far too dangerous." stated the shopkeeper.

The mare used her magic to place a bag of bits on the desk. The shopkeeper eyed it for a moment and smiled.

"Would you like that gift wrapped?" asked the shopkeeper.

Trixie Lulamoon walked over and used her magic to remove the container and place the Alicorn Amulet around her neck.

Author's Note

A/N: There is chapter four complete. I hope you enjoyed it as well as the Star Wars nod. Next time, Trixie returns to Ponyville, but finds a much different Twilight Sparkle. Please review.

Chapter 5

Disclaimer: I don't own My Little Pony

Celestia's sun rose above another day in Ponyville. Twilight Sparkle awoke and yawned as she slowly dragged herself out of bed. She headed downstairs and found Spike had made breakfast. The two ate in awkward silence after the events of the day before. Spike gulped and was about to speak when he burped out a letter from Princess Celestia.

"What does it say?" asked Twilight blandly.

Spike quickly gazed over the letter.

"The Princess is bringing the delegates from Saddle Arabia to Ponyville and wants you to entertain them." answered Spike.

"Oh great. The bitch wants me to do her dirty work again." thought Twilight.

"What are you going to do?" asked Spike.

Twilight rubbed her chin with her hoof.

"I perform some ticks with Fluttershy's animals. That should keep them entertained." answered Twilight.

Twilight rolled her eyes which Spike didn't notice.

"This is going to screw with my examination of my mental health." thought Twilight.

Twilight got up and walked to the door to her lab.

"I'm going to study for a bit before I talk to Fluttershy." stated the unicorn.

"Okay. I'll come with you when you go." said Spike.

"He's going to blabber to the Princess." said the disembodied voice.

Twilight quickly went down to her lab where she was alone.

"He took part in that intervention yesterday. You can't trust him either." said the voice.

"What will happen if the Princess discovers what's going on?" asked Twilight.

"She'll probably banish you." answered the voice.

"She would never do that!" declared Twilight.

"Celestia banished her own sister to the moon for a century." noted the voice.

"Luna was overcome by jealousy and rebelled against the Princess." stated Twilight unsure.

"You must keep an eye on that dragon." said the voice.

"I will." agreed Twilight.

Twilight stayed in the lab until Spike forced her to go. Twilight and Spike went to Fluttrrshy's cottage and explained to her the situation at hand. Twilight practiced with Fluttershy's animals while the nervous pegasus watched. Things seemed to be fine until Rainbow Dash crashed in Twilight. The ponies raced to town hall just in time for a spell to be cast on Rarity.

"You beast! This shade of brown should only be used as an accent!" cried Rarity.

Rarity fainted, but luckily Applejack was there to catch her.

"Come on Applejack. We need to get her in a nice soothing pink stat!" declared Pinkie.

"What's going on here?" asked Twilight.

"Well, well well. If it isn't...Twilight Sparkle." answered Trixie, revealing herself.

"Trixie." said Twilight, in a serious manner.

"What's she doing her?" asked Spike irked.

As soon as Spike was finished, Rainbow Dash flew overhead.

"You call that great and powerful?" asked Dash.

Trixie only smirked and used her magic to increase the size of Rainbow's right wing. Dash lost her balance and as unable to fly any further.

"Wow. She's Rainbow Wobble now." laughed Snips.

"Yeah." agreed Snails.

The two laughed as they failed to notice Rainbow heading their way. The only ponies cleared out as Snips and Snails could only duck. Luckily for them, Rainbow managed to avoid crashing.

"Great spell, oh Great and Powerful Trixie!" called Snails.

Trixie now turned her attention to the two unicorns, but her mood was far from joyous.

"You two!" snapped Trixie.

Trixie cast and spell and fused the horns of the two bumbling unicorns together.

"What happened?!" asked Snips.

"Get off me!" cried Snails.

The two ran about trying to separate as the townsponies watched on.

"Stop picking on my friends Trixie." demanded Twilight.

"You and I have some unfinished business. My magic's gotten better since I was here last." stated Trixie.

The blue unicorn began marching right over to Twilight.

"I'm going to prove it. A magic duel - winner stays, loser leaves Ponyville forever." proposed Trixie.

Twilight did not even entertain the thought for a moment.

"Forget it. I'd never make a deal like that." said Twilight.

Twilight turned around so she was no longer facing Trixie, but some part of her wanted to crush Trixie where she stood.

"Your choice." said Trixie.

Trixie used her magic to turn Spike into a ball then bounce him up and down in front of Twilight.

"You're not going to let her continue doing this, are you?" asked the voice.

"Trixie, put him down." demanded Twilight.

Trixie used her magic to create a basket and dunked Spike through it.

"Why are you doing this?" asked Twilight.

"Why? Because you humiliated me." answered Trixie.

Trixie activated her magic to create a projection.

"After you showed me up that Ursa Minor..." began Trixie.

The projection showed an Ursa Minor before cutting to Trixie's wagon vandalized while Carrot Top and Berry Punch laughed at her.

"I became a laughing stock..." continued Trixie.

Both Carrot Top and Berry Punch adverted the eyes and slowly backed away.

"Everywhere I went I was laughed at and ostracized..."continued Trixie.

The projection showed ponies laughing as Trixie ran away. This caused several more ponies to wish suddenly regret their actions.

"I had to take a job on a rock farm just to make a living..." continued Trixie.

The projection now showed Trixie working on the Pie family rock farm.

"A rock farm!" exclaimed Trixie as she finished.

"Hey! You're lucky a rock farm would takes the likes of you!" cried Pinkie.

Trixie used her magic to remove Pinkie's mouth and dump it into a garbage bin.

"She's just wasting her life on revenge. How pathetic." thought Twilight.

"Now I want revenge. And I'll keep casting spells until you agree." said Trixie.

Trixie used her magic again, this time turning Golden Oak Library upside down and began shaking it.

"Well. What do you say?" asked Trixie.

"You can't let her show you up." said the voice.

"Fine." answered Twilight.

Trixie undid all of the spells she'd previously cast...except for removing Pinkie's mouth.

"If I lose, I won't set hoof in Ponyville again. But if you lose, you're the one banished from this one horse town." said Trixie.

"You're stronger than her. There is nothing to fear. I would never lie to you." said the voice.

A moment of tension followed as the two ponies stared each other down.

"Draw!" declared Trixie.

Trixie used her magic to fling over a cart of apples sending it flying toward a group of ponies. The ponies fled, but Shoeshine tripped and was directly in the path of the cart. Luckily, Twilight grabbed the cart and apples with her magic which she gently placed on the ground.

"Phew." sighed Twilight.

Twilight turned to see Trixie had created several pies with her magic. Thinking quickly, Twilight summoned a parasprite which ate the pies. It then hacked out another parasprite and Twilight vanquished them not wanting a repeat of the previous swarm.

"Good thinking." said the voice.

The sun suddenly became blotted out above Twilight's head. Trixie dumped snow all over Twilight. Twilight used her magic to melt the snow.

"She's beating you!" cried the voice.

Twilight fired another spell at Trixie. It was supposed to be give Trixie a mustache and make her look silly, but instead it hit Trixie and sent her crashing into the ground.

"Wow." said Rainbow amazed.

"What the-" began Trixie.

Before Trixie could finish, Twilight used her magic to levitate Trixie ten feet off the ground.

"Let me go!" cried Trixie.

"She asked for it." said the voice, enjoying this.

Twilight ended her spell sending Trixie falling to the ground. Trixie quickly used her magic to land safely on all four.

"It's going to take-" began Trixie.

Before she could finish, a powerful beam of magic sent Trixie crashing through a window into town hall.

"Sugarcube, I think you're taking this too far." said Applejack.

Ignoring her friend, Twilight picked Trixie up with her magic and sent her crashing into the cart of apples. Twilight then teleported right in front of the injured unicorn. The Alicorn Amulet fell off her neck upon impact.

"And you will know my name is Celestia when I lay my vengeance upon thee!" cried Twilight.

Twilight stomped over to Trixie. The blue unicorn noticed Twilight's eyes where not their regular purple, but yellow. Trixie quickly went to grab the Alicorn Amulet, but Twilight crushed it under her hoof.

"Now, time to make sure you never bother Ponyville - or anywhere else - again." said Twilight.

"Please, don't hurt me! I don't want to die!" cried Trixie.

"Sugarcube, please stop. You've gone too far." said Appleack.

"Yeah, Trixie didn't even refer to herself in the first person." added Rainbow.

Twilight turned around and faced the others.

"After all the crap she did last time and the crap she did this time - you want me to let her go?!" exclaimed Twilight.

"You're scaring me." said Fluttershy, cowering.

Pinkie Pie mumbled something in agreement.

"Rainbow, you're last one I though would go soft." spat Twilight.

Trixie tried to crawl off, but Twilight quickly stopped her.

"I am going to down what I should have done before." said Twilight.

"Finish her." said the voice.

Twilight's horn began to glow and she aimed it at the cowering Trixie. However, Applejack tackled Twilight causing the magic to shoot off and blast the branch of a nearby tree.

"What in the hay has gotten into you?" asked Applejack.

Trixie quickly got up and ran off toward the Everfree Forest. She made sure to grab the Alicorn Amulet before she left.

"Taking care of my loose ends." answered Twilight.

Twilight turned and saw Trixie was gone.

"You let her escape!" snapped Twilight.

"See, they're hindering your objectives." said the voice.

Twilight used her magic to teleport back to Golden Oak Library.

"Wait!" called Rainbow.

"Should we follow her?" asked Fluttershy.

"I think we need to check on Trixie. I know she ain't been nice to us, but she might be hurt." answered Applejack.

The others all agreed if not somewhat reluctantly. Spike ran back to Golden Oak to check on Twilight. The other Mane 5 headed off to the Everfree Forest looking for Trixie. They were careful to avoid Poison Joke as they watched remembering what happened last time. As they got further, they came across a familiar face.

"Zecora, we need you help." said Applejack.

"If a blue unicorn you are looking for, she is resting on my floor." replied Zecora.

"Is she okay?" asked Fluttershy.

"I will take you to her. However, I must warn you she seems bitter." answered Zecora.

The ponies followed Zecora back to her home. Upon arriving, they found Trixie curled up on the floor.

"You're back, I have no intention of staying too long so-" began Trixie.

Trixie noticed the other ponies accompany Zecora.

"What do you want?" asked Trixie.

"We wanted to see if you're okay." answered Applejack.

"What's it to you?" asked Trixie.

"It's because we're not heartless monsters." answered Rainbow.

"Trixie doesn't need your sympathy." huffed Trixie.

"It's not sympathy silly." laughed Pinkie, having somehow gotten her mouth back.

"Exactly darling. Despite our...um...differences...we don't want you to be injured." added Rarity.

"The Great and Powerful Trixie does not need sympathy."huffed the unicorn.

"Why are you being such a pain?" asked Rainbow.

"Twilight Sparkle has again humiliated Trixie." answered Trixie.

Zecora walked over to Trixie holding a bowl in her hoof.

"Just drink of this brew. It should solve what is bothering you." said Zecora.

Trixie drank of the brew which made her feel a lot better and got up. Taking a moment to relax, the ponies noticed the amulet on the floor.

"Trixie, what ya got there?" asked Applejack.

"That is none of your business." answered Trixie.

Zecora looked at the amulet and examined it.

"Do not be upset, but you are better off without the Alicorn Amulet." said Zecora.

"The Great and Powerful Trixie paid handsomely for the Alicorn Amulet. Then Twilight Snarkle and her dorky bangs ruined it." stated Trixie.

Zecora pulled out a book and opened it.

"The answer is in this book. Please, come and have a look." explained Zecora.

The ponies gathered and read the paragraph Zecora pointed to.

"If it corrupts the user, that would explain Trixie's crappy personality." mused Rainbow.

"Hey! The Great and Powerful Trixie has an exquisite personality!" cried Trixie, "Beside, Trixie only bought it recently."

"Do any of ya think Twilight might have used something like this?" asked Applejack.

"I highly doubt it. Twilight is far too intelligent to use such a tacky item." answered Rarity.

"But, she has been acting very strange lately." noted Fluttershy.

"Since Princess Celestia is coming here with the delegates from Saddle Arabia - I think we should tel her about this." proposed Pinkie.

"Do what you please. The Great and Powerful Trixie is leaving." stated Trixie.

With that, Trixie huffed and left. As she did, the sun could be seen setting over the horizon.

"Thanks for takin' care of Trixie. We gotta get goin'." said Applejack.

"Be careful, dangerous creatures arise when the sun gives way to moon. And tell Twilight I hope she gets well soon." replied Zecora.

The ponies left and returned to Ponyville. As they returned, they saw a crowd gathered in the center of town. Upon arriving, they found Mayor Mare greeting Princess Celestia and delegates from Saddle Arabia. They headed to Sugarcube Corner where the Cakes had goods prepared. As the Saddle Arabia delegates ate, the Mane 5 pulled Princess Celestia aside and explained what occurred earlier.

"This is most worrying." mused Celestia concerned.

"Spike was going to check on her earlier." noted Fluttershy.

"I stopped by Golden Oak Library. Unfortunately, Spike was still outside banging on the door." said Celestia.

"Drats, it seems Twilight has locked herself away once more." sighed Rarity.

"He told me to talk you so I let him be. Had I know what occurred earlier, i would not have done so." said Celestia.

"What are we going to do?" asked Pinkie, shoving an entire cake down her throat.

"I will talk to her." answered Celestia.

"We will keep the delegates busy while you're gone." said Rainbow.

"Thank you. I hope I won't be long." replied Celestia.

Author's Note

A/N: So there is chapter five finished and so not to cause confusion...I really like Trixie. The reason for her treatment here was because it was needed for the plot. Also, Trixie will return later on. I put a good amount of references in this chapter - Pulp Fiction, Mortal Kombat and Turnabout Storm. Also, I'm pretty sure the reason we don't see Zecora more because her constant rhyming is a pain to write for. Next time, Celestia talks to twilight and the plot advances. Please review.

Chapter 6

Disclaimer: I don't own My Little Pony

Twilight Sparkle was locked away in her lab working on a new four formulas to identify and resolve her recent mental issues. Twilight had lost count of how many of these formulas in the seventies. Twilight had taken a nap following her confrontation with Trixie but, was unable to so she hoped to divert her attention on her work.

"Twilight Sparkle. We need to talk." came the voice of the Princess of the Sun.

Twilight could simply not ignore the voice of her mentor and used her teleportation magic to quickly return to the main room of the library.

"Your majesty." said Twilight bowing.

"There is no need for that." replied Celestia.

Twilight stood back up and faced her mentor.

"We need to have a talk." said Celestia firmly.

Twilight recalled the last time something like this happened after Twilight enchanted her Smarty Pants doll.

"What about Princess?" asked Twilight worried.

"I heard you have an encounter with another unicorn earlier." answered Celestia.

"Trixie had bothered Ponyville twice. I need to shut her up." replied Twilight.

"Twilight, that is not like you." said Celestia.

"She's doubting you." said the voice.

"Your friends have also told me you've been acting rather odd lately." added Celestia.

"Oh have then how?" asked Twilight.

"Memory loss and hallucinations were mentioned." answered Celestia.

"I told you that your "friends" were betraying you." stated the voice.

"I assure you Princess that these have been blown way out of proportion." said Twilight.

Celestia raised her eyebrow clearly not believing this.

"You have to do something." said the voice.

"Please your highness. I am fine." said Twilight.

Celestia sadly shook her head back and forth.

"I can tell something is wrong. Please, be honest with me." said Celestia softly.

"She thinks you're lying." noted the voice.

"How can you not believe me?" asked a frantic Twilight.

"Because I can see with my own eyes that you are not being honest." answered Celestia.

"What kind of teacher doubts her own student?" asked the voice.

"A shitty one." answered Twilight.

"What did you say?" asked Celestia surprised.

"You're a shitty teacher." answered Twilight.

"Twilight." replied Celestia stunned.

"I denounce thee!" declared Twilight.

"Bite you tongue, Twilight." said Celestia sternly.

"I wasted my life against Nightmare Moon and Discord while you sat on your ass eating cake!" cried twilight.

"Princess Luna kidnapped me and I was unable to do anything." said Celestia.

"What about Discord?" asked Twilight bitterly.

"You and your friends bare the Elements of Harmony. You were the best fit to defeat Discord which you did." answered Celestia.

"Spare me your bullshit." sighed Twilight.

Suddenly, the door burst open and Spike ran in. He threw himself at the feet of Twilight.

"Twilight! Stop it! I don't like this new side of you! You've changed and it's for the worse! Please! I want the old Twilight back!" cried Spike.

Spike began sobbing as Twilight's eyes widened like saucers.

"Oh my goodness! I've been such an fool! I'm so sorry for hurting you Spike!" cried Twilight.

Twilight grabbed Spike and they embraced.

"Princess, please forgive my foolishness. I don't know where that came from. I'm begging you." pleaded Twilight.

Celestia smiled and nodded her head up and down.

"Of course my faithful student." replied Celestia.

Spike calmed down and looked up at Twilight.

"Twilight, I'm so glad to have you back." said Spike.

"Me too." said Twilight, almost lifelessly.

Spike cast a suspicious glare at Twilight's response.

"I must be going. Goodbye Twilight and Spike." said Celestia.

Celestia's horn began to glow and she vanished in a flash. Twilight walked over and shut the door.

"Spike, I'm going to greet the delegates. Don't keep up." said Twilight.

Twilight quickly headed off leaving Spike trying to keep up.

"I can't believe Celestia bought that crap. She must be getting senile in her old age." mused Twilight.

Twilight entertained the delegates and everything seemed to go off without a hitch. Some time passed since Celestia's visit and things seemed to have returned to normal. Twilight had appeared to have returned to her usual state and her friends had stopped worrying - except for one. Currently, a party was under way at Sugar Cube Corner to celebrate Rainbow Dash being selected as a possible candidate to become a reserve Wonderbolt. Nopony questioned Pinkie Pie. The Element of Laughter, with Gummy on the table, was currently chatting it up with another pair of ponies.

"You really outdid yourself Pinkie." said Bon Bon.

"Thanks. I always try my hardest." replied Pinkie.

"If you every need a hand, just let us know." said Lyra.

"What's a hand?" asked Pinkie.

"Never mind." answered Lyra, with a sigh.

"Is that related to your "human" thingies?" asked Pinkie excited.

"Yeah. Humans have hands instead of hoofs. It's so amazing." answered Lyra.

Bon Bon placed her front hoof against the face and sighed.

"Please don't encourage her." requested Bon Bon.

"My own marefriend doesn't believe me." sighed Lyra sadly.

"Lyra, don't take it like that. I'm not trying to hurt you." replied Bon Bon feeling guilty now.

"I now you aren't, but not having you believe in humans can really bum me out." explained Lyra.

"I don't mean to. You know that." said Bon Bon.

"Yeah, I know that." said Lyra warmly.

The two mares shared a kiss and trotted off as Applejack walked over.

"Wow Sugarcube, I gotta say this might be one of the best darn party you've throw." said AJ.

"Yeah Pinks, this is awesome." agreed Rainbow.

"Thanks guys. I took a really long time." said Pinkie, extending her front legs for effect.

"Well, I gotta get going soon. It's been awesome." said Rainbow.

"Where are you going?" asked Rarity, joining the conversation.

"I'm gonna help Scootaloo with her tricks." answered Rainbow.

"You and here have gotten real close since our campin' trip." noted Applejack.

"Hey, I can't help it if Scootaloo thinks I'm awesome." shrugged Rainbow.

"You've really taken her under your wing." noted Applejack.

"You could say something like that." said Rainbow, with a snicker.

"I think it's really sweet." said Fluttershy.

"Oh Fluttershy darling, when did you arrive?" asked Rarity.

"I followed you." answered Fluttershy.

As Rarity blushed in embarrassment, Spike walked up.

"I'll have another cupcake." said Spike dejected.

"What's eatin' ya Spike?" asked Applejack.

"Twilight." answered Spike.

"Oh there's nothing to fear Spikey Wikey. Twilight has been fine ever since Princess Celestia talked to her." said Rarity.

"No she's not. I'm telling you she hasn't changed." said Spike.

"I know you're worried, but Twilight is fine. I've talked to her tons of times and she is the old Twilight we all now." said Pinkie reassuringly.

"But-" began Spike.

"Everything is fine Spike. I'll stick by Princess Celestia and if she says Twilight is fine then she is." said Rainbow.

"Princess Celestia wouldn't lie to us." added Applejack.

Spike turned to Fluttershy and Rarity.

'Oh...I...um..." stammered Fluttershy.

"There is no need to fear Spike Wikey. Twilight is just fine now." said Rarity.

Spike sighed, hung his head and left.

The party continued to rage over at Sugarcube Corner. Meanwhile, Twilight had once again sealed herself in her lab to perform more experiments. However, she had since abandoned her attempts to solve her problems and focused on why her friends and Princess Celestia had betrayed her. But, Twilight was not alone...sort of.

"Any luck?" asked the voice.

"No. All of my tests have yielded the same results." answered Twilight.

"What would that be?" asked the voice carefully.

"That my friends should have no reason to turn on me." answered Twilight bitterly.

"I think I might now." mused the voice.

"Tell me." requested Twilight.

"They're jealous." answered the voice.

"Jealous of what?" asked Twilight curiously.

"Applejack is jealous of your genius." answered the voice.

"Well I am intelligent." noted Twilight.

"Oh, don't be so modest. You were a prodigy even from youth." replied the voice.

"I was pretty damn good." agreed Twilight.

"Applejack is a farmer and you know she isn't the brightest pony. She's got the intelligence of a sack of apples." said the voice.

"Probably from too much inbreeding." laughed Twilight.

"Exactly. Anti-intellectualism runs rampant in this little crap hole. Being from Canterlot, the ponies fear how smart you are. Ponies always fear what the don't know." said the voice.

"What about the others?" asked Twilight.

"No different. Rainbow Dash is a lazy jock. You must how much there type target intellectuals." answered the voice.

"I have heard as such." admitted Twilight.

"She calls you egghead. She claims it's a nickname...but she's trying to put you down." said the voice.

"You're right." agreed Twilight bitterly.

"Rarity is jealous of the fact you're from Canterlot. She only gave a damn about you when she learned you were from Canterlot." noted the voice.

"Not to mention that stuck up bitch teases Spike." added Twilight.

"She only uses the dragon." said the voice.

"Rarity is just a manipulative bitch." spat Twilight.

Twilight thought for a moment.

"Why would Fluttershy turn against me?" asked Twilight.

"Fluttershy is just as guilty." said the voice.

"She did take part in lying to me when Rarity led me to Carousel Boutique." mused Twilight.

"Then you had a vision of assaulting her." noted the voice.

"I did." admitted Twilight, unsure how to feel.

"That's because you wanted to. Her betrayal angered you." said the voice.

"Exactly! This is her fault for betraying me!" declared Twilight.

"Pinkie Pie is the exact same." continued the voice.

"Screw them. I don't need there pathetic friendship." replied Twilight bitterly.

Twilight's anger halted for a moment.

"Both Spike and Princess Celestia betrayed me as well." noted Twilight.

"Spike is a dragon. They can never be trusted." stated the voice.

"I guess so. To think, I thought of him as my little brother." said Twilight sadly.

"Yet he betrayed you like the others." noted the voice.

"Then there's Princess Celestia. She was mentor and meant so much to me." said Twilight, nearly breaking down.

"Celestia fears you." stated the voice.

"What do you mean?" asked twilight curiously.

"You're an incredibly gifted unicorn with immense power." began the voice.

"That is true." admitted Twilight.

"She's been keeping you down. You've never been purposely kept away from more powerful spells. You do all the work saving Equestria. It should be you on the throne." stated the voice.

Twilight took this in while the voice continued.

"Celestia is keeping you down because it is you who should have power." said the voice.

"I can't trust anyone." said Twilight.

"You can trust me. I will never betray you." said the voice.

Hours passed by and the day drew to a close. Princess Luna awoke from her daytime slumber and exited her room to preform her duty of raising the moon. Luna walked down the long hallways as guards saluted her. She reached the balcony from where she raised the moon and found her sister. Luna waited for her sister to lower the sun, but after a minute nothing happened. Luna was taken aback and walked over to her sister.

"Tia, what is wrong?" asked Luna.

"It is Twilight." answered Celestia.

"I thought she had returned her to old self." said Luna.

"I am not entirely sure." replied Celestia.

"Why do you say that?" asked Luna.

"Spike has sent me letters claiming Twilight Sparkle quickly regressed after our meeting." answered Celestia.

'How soon has does Spike claim she regressed?" asked Luna.

"Immediately." answered Celestia.

"It seems that the situation is more dire than we anticipated." sighed Luna.

"I truly fear for Twilight my sister." said Celestia worried.

"There must be something we can do. We cannot simply abandon Twilight." said Luna.

"I have no intent of doing that!" exclaimed Celestia, "I can't lose another pupil..."

"Agreed. But, we need to come up with a strategy." said Luna.

"You're right. We must keep level headed." said Celestia.

Author's Note

A/N: There is chapter six finished. The ending is a bit of setup for a major plot point later on in the story. Next time, we cover the events of "Wonderbolt Academy" and how it occurs here. Please review.

Chapter 7

Disclaimer: I don't own My Little Pony

The days ran seemed to all mash together following the events since Rainbow Dash's party. Twilight had spent most of her time in her lab and was rarely seen by the citizens of Ponyville. Spike handled most of the affairs of the library with many ponies wishing Twilight well. When Twilight did emerge from the library, it was only to eat or sleep. On this morning, Spike had made pancakes from breakfast and he hoped Twilight would emerge.

"Spike, make it quick. I have to get back to work." said the lavender unicorn.

"Okay." replied Spike sadly.

Spike walked over to the table and placed the plates on them.

"Thanks." said Twilight flatly.

Twilight began to dig in hoping to return to her lab.

"Oh, I almost forgot." said Spike.

"Forgot what?" asked Twilight.

"The others are having a picnic and you're invited." answered Spike.

"What for?" asked Twilight.

"Rainbow Dash is going to find out if she's been accepted to the Wonderbolt Academy." answered Spike.

"Pass." replied Twilight, eating.

"Oh come on. You've been so cooped up in the lab lately." noted Spike concerned.

"Ignore the traitor." said the voice.

"The others have been so worried about you." pleaded Spike.

"There's nothing to be worried about." said Twilght flatly.

"Oh come on." said Spike.

"The answer is still no." said Twilight.

Spike rubbed his chin for a moment.

"I'll make a deal with you. Do this and I'll let you be." said Spike.

Twilight thought for a moment.

"Okay Spike. I'll go." said Twilight.

The two left the Golden Oak Library shortly there after. The voice tried talking Twilight out of this, but she reassured it that this would get Spike off her back. The others were happy to see Spike and even happier to see Twilight. The lavender unicorn put on a fake smile and seem normal.

"So Twilight, how have you been?" asked Pinkie.

"I'm fine." answered Twilight.

"It's just...we haven't seen you a lot...lately." said Fluttershy.

"I've been bogged down in work." said Twilight.

"Anything we can help with Sugarcube?" asked Applejack.

"No. It's highly advanced magic." answered Twilight, lying down.

"I am a unicorn darling. I might not be as strong as you, but I might be of service." proposed Rarity.

"No. That is not needed." said Twilight.

"I warned you." said the voice.

"Just a little bit and they'll be off my back." replied Twilight bitterly.

"Who are you talking to?" asked Rainbow.

"It's nothing." answered Twilight, with a huff.

"Twilight...we're trying to help you." said Spike.

"I don't need this help." said Twilight, her bitterness growing.

The ponies and Spike all looked around at each other.

"Twi, we only want what's best for you Sugarcube." said Applejack.

"You have to find a way out of this." said the voice.

Twilight darted her eyes back and forth for a moment then came up with an idea.

"Rainbow, have you gotten any answer about the Wonderbolts yet?" asked Twilight.

"No." answered Rainbow surprised.

"Please do not change the subject darling." requested Rarity.

"I thought it was your big day and now I'm the focus of this attention. It's just funny." shrugged Twilight.

Twilight hid a faint smile as Rainbow thought for a moment.

"Yeah! I'm supposed to be the center of attention!" snapped Rainbow.

"Rainbow now ain't the time." replied Applejack sternly.

"She's fine." said Rainbow.

"Darling, I must disagree with you." replied Rarity.

"Come on, we've been totally bugging her." said Rainbow.

"Exactly." said Twilight, hiding her smirk.

"Please Twilight, we're just worried about our friend." said Pinkie.

"Frankly, I think you're taking away from Rainbow's moment for nothing." said Twilight.

"Totally! I thought this was about me becoming a Wonderbolt!" cried Rainbow.

"Will ya stop thinking about yourself for a second." requested Applejack.

"As the bearer of the Element of Loyalty, I believe you should embody your element at this moment." added Rarity.

"Hey, I'm totally loyal!" snapped Rainbow.

"Please, you'd think the world revolves around ya if somepony told you that!" declared Applejack

"That's total crap and you know it!" cried Rainbow.

"Please stop." said Fluttershy softly.

"It's okay." said Pinkie, comforting her friend.

"Well done. Now nopony harassing you." said the voice impressed.

"It was too easy." replied Twilight softly.

Spike tried to stop the arguing but, quickly realized it was in vain.

"I'm going home." sighed the baby dragon, leaving defeated.

"Goodbye traitor." whispered Twilight softly.

Eventually, the arguing died down and everypony went back to what they were doing before including Pinkie who was hopping around.

"I wish the mail pony would just come already. I can't wait another minute to find out if Rainbow Dash got in or not." said Pinkie impatient.

"Pinkie Pie, you're more nervous than Rainbow Dash." said Twilight flatly.

"I'm not nervous at all." replied Rainbow confident, "When I get into the Wonderbolt Academy-"

"If you get it!" cried Pinkie, grabbing her friend, "Don't jinx it."

"I'm telling you, it's in the bag." said Rainbow.

"Don't jinx it!" said Pinkie urgently.

"She is the best flyer in Ponyville." noted Applejack.

A rainbow darted by the farmer knocking her Stetson off.

"In Ponyville." scoffed rainbow.

Rainbow Dash quickly flew off and turned a cloud into a slide.

"I'm probably the best flier in all of Equestria." continued Rainbow, going down her slide.

"Simple things amuse simple minds." thought Twilight.

"I wouldn't be surprised if they went ahead and made me a Wonderbolt on the first day." said Rainbow.

Rainbow went by her friends and bumped into the Mail Pony.

"Gotta a letter here for Rainbow Dash." noted the Mail Pony.

Rainbow took the letter, ripped it open and quickly read it.

"I didn't get in." said Rainbow sadly.

Four of five ponies all expressed disappointment toward this while Twilight rolled her eyes.

"Don't tell me these idiots believe that." thought Twilight.

"Gotcha ya!" revealed Rainbow.

The other laughed at this prank while Twilight again rolled her eyes.

"I'm surrounded by idiots." thought Twilight.

"You guys are so gullible. Like I wasn't going to get in." said Rainbow, her pride evident.

Pinkie suddenly tackled Rainbow to the ground, rolled and came up hugging the cyan pegasus tightly.

"I'm so happy for you!" declared Pinkie.

"Um thanks." said Rainbow.

Rainbow waited, but Pinkie showed no signs of letting go.

"Um Pinkie, I need to get going." noted Rainbow.

Pinkie hugged Rainbow a bit longer before finally breaking it.

"Okay." said the Element of Laughter, hopping away.

"I better get going." said Rainbow.

Rainbow quickly snatched up the bag Rarity and Applejack were preparing.

"The soon I gt there, the sooner I get to so them my moves." said Rainbow, taking off.

"Good luck!" called Applejack.

"Won't need it!" called Rainbow.

Pinkie Pie suddenly pulled a megaphone out of nowhere.

"Don't forget to right!" cried Pinkie, strong enough to move trees and mountains.

"Thanks for that." thought Twilight bitterly.

"Do you think she heard me?" asked Pinkie.

Twilight went back to Golden Oak Library and resumed being locked in her lab. She only barely came up and when she did it was brief. The others, particularly Pinkie, were more interested in how Rainbow was doing than her. Of course, Twilight was perfectly content with this. Days passed until she was interrupted again.

"Twilight!" called Spike.

Twilight flinched at this gritted her teeth.

"I'm busy! Not now!" called back Twilight.

"Twilight, it's Rarity!" called the fashionista.

"I'm busy! Come back later!" called Twilight.

"Please. It's important. Just give me a second and I'll leave you be!" called Rarity.

Twilight rolled her eyes and headed toward the stairs.

"Just get this over with." said the voice cautiously.

Twilight headed upstairs and found Rarity standing in the doorway.

"Make it quick." said Twilight displeased.

"Well the rest of us-" began Rarity.

"That's a second. Nice seeing you, we should really do it again." interrupted Twilight.

Rarity tried to hurry Applejack out the door, but the strong farmer held her ground.

"Twilight!" snapped Spike.

Twilight stopped and gave Spike and angry glare.

"The four of us are gonna visit Rainbow at the Wonderbolts Academy. We want you to come with us." said Rarity.

"Can't." shrugged Twilight.

"Twilight, this isn't healthy for you." replied Rarity.

"Don't worry about me." said Twilight, trying to end the conversation.

Rarity rubbed her chin with her foreleg and thought for a moment.

"Well, I guess there is no way I could force you." said Rarity, with false defeat.

"I'm glad you admit that. Now, I must be going." said Twiliht.

"We'll leave you here alone while all of us gone talking to the Wonderbolts. The elite outfit which can easily get an audience with Princess Celestia." said Rarity.

Twilight paused and thought for a moment.

"On second thought, I will go with you." agreed Twilight.

Twilight quickly raced off with rarity behind her. They met the others and quickly determined the hot air balloon would be the best method of travel. While the others were excited (especially Pinkie Pie) about seeing Rainbow again, Twilight sat anxiously trying to stay calm. The balloon cleared the clouds, but the ponies had an unexpected surprise coming their way.

"It's a twister!" cried Applejack.

"Hold on!" exclaimed Twilight.

The ponies held together as their balloon was sucked up by the twister. The were spun around until the ropes holding the basket to the balloon snapped and they were sent free falling.

"Help me!" cried Twilight.

"What do you expect me to do?" asked the voice.

"Something. I'm going to die." answered Twilight anxious.

"I don't have a physical form." noted the voice.

Twilight saw the ground rapidly approaching and closed her eyes.

"Goodbye..." said Twilight softly.

Twilight waited for impact and finally felt a solid mass below her, but it wasn't the ground. The ponies bounced off a cloud and were rescued by pegasi. Rainbow then talked sternly with another pegasus before taking off.

"Are you okay?" asked Meadow Flower.

"Yeah." answered Applejack.

"I am quite fine darling." answered Rarity.

"I'm Okie Dokie Loki." answered Pinkie.

"I'm...um...okay." answered Fluttershy.

The ponies all stared at Twilight who sat silent.

"Twilight, are you okay?" asked Pinkie, waving her foreleg in Twilight's face.

"I'm fine." answered Twilight, shaking her head.

"You're lucky Rainbow Dash used that cloud to bounce you back up or you'd be goners." said Thunderlane.

"Yeah!" cried Bulk Biceps.

The others talked to the pegasi while Twilight took in her what happened. A few minutes later, Rainbow returned and revealed she had quit the Wonderbolts. However, Spitfire came out and reinstated her before stripping Lighting Dust of her rank and discharging her. The others returned to Ponyville and Twilight sealed herself in her room.

"What's wrong?" asked the voice.

"I had an epiphany." answered Twilight.

"Oh really." replied the voice.

"I shouldn't doubt my friends over some stupid voice. I'm finding a cure once and for all so you cannot bug me anymore." explained Twilight.

"What?! But, the others betrayed you and plotted behind your back! You can't trust them!" cried the voice.

"You're manipulation won't work on me anymore!" declared Twilight.

Twilight laid down drowning out the voice with memories of her friends.

Author's Note

A/N: So there's chapter seven finished. So it seems Twilight has decided to come around and return the Twilight we all know. But, the question if this will last. Next time, we continue onward with the story. Please review.

Chapter 8

Disclaimer: I don't own My Little Pony

Celestia's sun rose high in the sky of Equestria signaling the start of another day. In Ponyville, a lavender unicorn awoke in her library home and yawned. She smelled the unmistakable sent of pancakes and eagerly trotted downstairs.

"Morning Twilight, pancakes will be ready in a moment." said Spike.

"Sounds great." replied Twilight.

Twilight sat at the table while Spike finished the pancakes.

"Those smell delicious Spike." said Twilight.

"They're blueberry." noted Spike.

Spike placed the pancake on the table then the two dug in.

"Wow, these are really good Spike." said Twilight happily.

"Thanks." said Spike.

Spike stopped eating for a moment.

"I'm glad you're eating with me again." said Spike.

"So am I Spike." replied Twilight.

"What happened to you anyway?" asked Spike.

Twilight froze for a moment as a look of sorrow overtook her face.

"I'm sorry. I didn't mean-" began Spike.

Twilight held up her hoof and shook her head.

"Let's just say, I had a lot of inner demons." answered Twilight, regretful.

"Whatever the reason, I'm glad to have you back." replied Spike.

A minute of awkward silence followed suit.

"So, what are you going to do today?" asked Spike.

"Let's see, Applejack is having her family reunion today so she'll be busy." answered Twilight.

"What about Rarity?" asked Spike hopefully.

"She's busy with work. She as a large order to fill." answered Twilight.

"Oh." sighed Spike.

"Don't worry Spike. She's not going anywhere." giggled Twilight.

"I guess you're right." admitted Spike.

Spike leaned back and let out a sighed.

"What about Pinkie?" asked Spike.

"She's busy at Sugarcube Corner and making deliveries to Fillydelphia and Las Pegasus." answered Twilight.

"Fluttershy can't be busy." stated Spike.

"She's helping Harry the Bear reorganize his cave." replied Twilight.

"That just leaves Rainbow." noted Spike.

"She's teaching Scootaloo to fly." shrugged Twilight.

"That's nice." said Spike.

"Yeah. Reminds me of us a bit." said Twilight.

"How so?" asked Spike.

Twilight got up and walked over to Spike.

"Just like them, you and I are as close as siblings...little brother." answered Twilight.

Twilight wrapped her forearm around Spike.

"Thanks...big sister." replied Spike.

The two shared a hug.

"Looks like it's just us today." noted Twilight.

"Oh, can we hang out here?" asked Spike.

"I don't see why not." answered Twilight.

The two managed to finish their pancakes and placed the plates in the sink.

"I'll get to these right away." said Spike.

"I can reorganize the books while you do that." said Twilight.

Twilight began walking off to let Spike do his chore.

"Twilight, I'm glad you're back." said Spike.

"So am I." said Twilight.

Twilight departed leaving Spike to clean the dishes. Twilight used her magic to remove all of the books in the library and began to organize them. She felt a tremendous comfort when she reorganized books. However, it was not long until the familiar voice once again returned.

"You're going soft." said the voice annoyed.

"Shut up." replied Twilight.

"The others are still plotting against you and you've fallen for it." said the voice.

Twilight simply rolled her eyes at this.

"They're laughing at you behind your back." continued the voice.

"I'm not listening to your crap anymore." said Twilight irritated.

"I know that you're better than this." said the voice, almost pleading.

Twilight snickered and almost dropped her books.

"You're desperate. It's sad actually." scoffed Twilight.

"Please, come back Twilight." pleaded the voice.

Twilight laughed at this trying not to alert Spike.

"You're so pathetic." laughed the lavender unicorn.

The voice almost snickered, sensing a chance.

"Twilight, I do not understand what happened." said the voice.

"Get it through your thick...head, I am not turning on my friends." stated Twilight.

"Because of what occurred at the Wonderbolts Academy?" asked the voice.

"Well great, the idiot finally figured it out." answered Twilight bitterly.

"I could not do anything. I am merely a voice." noted the voice.

"I remember you saying that before. The problem is that doesn't do shit for me." spat Twilight.

"Just because I am a voice, I cannot look out for you." said the voice.

"I'm supposes to buy that shit." spat Twilight, rolling her eyes.

"Oh Twilight, you're hurting me." said the voice.

"Then go bug somepony else." replied Twilight.

Twilight turned and shut the voice off.

"Oh Twilight, my influence hasn't left you." whispered the voice smugly.

Twilight went back to reorganize her books and the voice seemed to leave her alone. Twilight finished and returned to spend time with Spike. The two decided to relax and do nothing but enjoy themselves. However, after a few hours they were interrupted by a knock at the door. Spike got up and opened the door finding a hooded figure before them. Spike was startled until the figure removed its revealing it to be Zecora hood. The zebra had a saddlebag with her.

"There is no need to fear. I have for something for Twilight in here." said Zecora, pointing to her saddlebag.

"Hello Zecora. Glad to see you." said Twilight, trotting over.

"It took a better part of the week. But, I have something for what you seek." said Zecora.

Zecora reached into her saddlebag and pulled out a green potion in a vial.

"Thanks so much." said Twilight smiling.

"Is this for what's been troubling you?" asked Spike.

"Yes." answered Twilight.

"A cure, I am afraid it is not. But, for relief of your symptoms it will hit the spot." said Zecora.

"Thank you Zecora. I know you tried your hardest." said Twilight.

"I hope it will help you. It took five hours for this to brew." replied Zecora.

"No matter what, I know you tried your hardest." said Twilight.

Twilight removed the top of the vial and downed the brew.

"Oh Celestia, it's really tart." said Twilight, sticking out her tongue.

Zecora chuckled at this.

"It includes bitterroot. I tried to balance it with exotic fruit." revealed Zecora.

"I'm really grateful Zecora. Thank you again." said Twilight.

Zecora turned and left.

"Well, is it working?" asked Spike.

The baby dragon held his breath praying to Celestia this would work.

"I don't know. It's too early to tell." answered Twilight.

"I hope it work." replied Spike.

"So do I." said Twilight.

"I doubt it." whispered the voice.

Twilight and Spike returned to enjoying their time together. Soon, Celestia's sun gave way to Luna's moon and the voice seemed to leave Twilight be for the rest of this day. Twilight and Spike went to sleep and awoke the next morning with and twilight noticed she seemed to feel fine. She and Spike celebrated the seeming end of their worries and word quickly spread. Fluttershy invited Twilight and Spike to her critter picnic to celebrate. They arrived finding Fluttershy and her critters seated around a blanket. Rainbow Dash was lying down with her sunglasses on.

"Good to see you getting out egghead." said Rainbow teasingly.

Twilight thought for a moment.

"How's the latest Daring Do?" asked Twilight.

"It's great." answered Rainbow.

Rainbow jumped up and removed her sunglasses.

"First it starts with a flashback showing a young Daring Do finding grave robbers and she outwits them but, is forced to return what the stole. But, the leader is so he gives her her fedora..." explained the cyan pegasus.

Rainbow Dash stopped realizing what Twilight had down.

"Toupee." conceded Rainbow.

"I think you me "touche" Rainbow." noted Twilight.

"Whatever." shrugged Rainbow.

"I'm so glad you two made it." said Fluttershy.

"Of course. We wouldn't miss this for the world." replied Twilight.

Harry the Bear grabbed Twilight and hugged her until she was blue in the face. Harry then released her.

"He's sorry." stated Fluttershy.

"It's... fine." said Twilight panting.

"So, what are we eating?" asked Spike.

"I made dandelion sandwiches." answered Fluttershy, "And a ruby for Spike."

Fluttershy pulled the items out and laid them on the blanket.

"Oh boy!" cried Spike, drooling over the ruby.

"Sounds delicious Flutters." said Rainbow.

Rainbow leaned over and kissed Fluttershy on the cheek.

"It seems like you two are doing well." giggled Twilight.

"Of course. There's no reasons we wouldn't be." replied Rainbow cockily.

"You're right." agreed Twilight.

Three ponies, baby dragon and other miscellaneous animals began to eat their food.

"Um Twilight...we heard about the potion you got from Zecora." began Fluttershy.

"How did you hear that?" asked Twilight.

"Probably gossip." answered Spike.

"Lyra told Bon Bon, Bon Bon told the Flower Ponies, the Flower Ponies told Cloud Kicker, Cloud Kicker told Mayor Mare, Mayor Mare told Jeff Letrotski, Jeff Letrotski told Colgate, Colgate told Berry Punch, Berry Punch told Dr. Hooves, Dr. Hooves told Derpy, Derpy told Carrot Top and Carrot Top told Applejack who then told us." explained Rainbow.

"How did Lyra hear?" asked Spike.

"I heared Vinyl." answered Fluttershy.

"So does all of Ponyville know I've gone crazy?" asked Twilight.

"Yeah." answered Rainbow.

"You could put it nicer." replied Fluttershy.

"Whatever." shrugged Rainbow.

"That's all in the past now." stated Spike confidently.

"He's right. I'm fine now. I promise." said Twilight.

"Maybe you should considering apologizing to Trixie." proposed Fluttershy.

"Forget it. That braggart totally had that coming." said Rainbow.

"Rainbow!" snapped Fluttershy.

"Come on baby, you show how she acted." replied Rainbow.

"That's no reason to be rude." countered Fluttershy.

"Whatever, we don't know where Trixie went anyway. Sh could be in the Crystal Empire by now." shrugged Spike.

"If I ever find Trixie again, I'll be sure to apologize." stated Twilight.

"That's so nice of you." said Fluttershy.

"That's Twilight for ya." sighed Rainbow.

Twilight chuckled at this.

"I'm grateful for that." said Spike.

The group enjoyed their critter picnic until all had their fill. Twilight and Spike left at the former's behest so Fluttershy and Rainbow could have some time to themselves. Twilight and Spike returned to Golden Oak Library and a few ponies visited to either take out, return or renew books. Eventually, Celestia's sun gave way to Luna's moon once more. Spike was laying on his stomach reading a Power Ponies comic book when Twilight found him.

"Okay Spike, it's almost time for bed." said Twilight.

"Just a few more pages Twilight. I'm almost finished." replied Spike.

"It will still b there in the morning." stated Twilight.

"Okay mom." sighed Spike.

Twilight giggles at this.

"Okay dear." sad Twilight.

The two shared a laugh at this.

"Twilight, I'm so glad you're back." said Spike.

"You'e said that a few times." noted Twilight.

"Well, I really mean it. I'd hate to lose you. You hatched me for Celestia's sake." said Spike.

"I know Spike. I'm really sorry for what I put you through." replied Twilight.

"What exactly changed you anyway?" asked Spike.

"Falling to my death can really change your point of view." answered Twilight.

The two shard another embrace before Spike went off to bed.

Author's Note

A/N: There is chapter eight finished. I wanted to flush out the reason Twilight seemed to change as quick as she did and show Twilight rejecting the voice. Next time, we continue onward. Please review.

Chapter 9

Disclaimer: I don't own My Little Pony

A few weeks had passed by since Twilight had seemingly returned to normal. Twilight and Spike awoke on this new morning and headed downstairs. Spike made breakfast while Carrot Top returned several books about gardening she had taken out. They chatted a bit before Carrot Top left not wanting Derpy to set her kitchen on fire...again.

"Hey Spike, I'm back." said Twilight.

"Who was that?" asked Spike.

"She was returning a few books. That's it." answered Twilight

"Okay then." replied Spike.

"What are you doing today?" asked Twilight.

"I'm might hang out here again." answered Spike.

"Spike, I'm glad you want to spend time with me. But, you can get out more." replied Twilight.

"Maybe..." said Spike thinking.

"Why don't see Rarity." proposed Twilight.

"It's been a while since I've seen heard." noted Spike, with a blush.

"Spike, you know Rarity and Applejack are dating." stated Twilight.

Spike winced at this.

"Geez, you don't have crush my spirits like that." said Spike sadly.

"I'm sorry. I know how you feel for Rarity." said Twilight guilty.

"it's fine Twilight." sighed Spike.

Suddenly, a bright flash lite up the room and a dozen books landed in front of Twilight.

"Oh, look at all these books." said Twilight awestruck.

"You would get excited over books." replied Spike with a laugh.

Spike suddenly grabbed his stomach bent forward.

"Spike?" asked Twilight.

Spike opened his mouth and belched out a letter which hit the floor. Spike grabbed his pained stomach after the letter came out.

"You had a midnight snack last night, didn't you?" asked Twilight.

"It wasn't a lot, I only had a few gems. Just one...or two...or a dozen." answered Spike, rubbing the back of his head.

"I have just the thing." stated Twilight.

The lavender unicorn left and returned moments later with a potion.

"This is an all natural herbal brew Zecora taught me. It's perfect or upset stomach." said Twilight.

Spike quickly downed the potion and immediately felt better.

"So, what does the letter say?" asked Twilight.

"It's a letter from the princess." answered Spike.

The baby dragon cleared his throat and began to read

My most faithful student,

While undergoing a reorganization of the Canterlot Royal Library, a number books were uncovered that clearly had not been touched in many moons. They seem to predate the tragic events surrounding Princess Luna, but we have determined they were written after the time of Starswirl the Bearded. I request you to read and relay their contents to me once you have done so.

Sincerely,

You teacher Princess Celestia

Spike finished at looked at Twilight who had an ear to ear smile on her face.

"Yes! Yes! Yes!" cried Twilight hoping up and down.

Spike smiled at this.

"Oh, I've got a grate recipe for herbal tea I want to try. This is the perfect chance to try it." said Twilight energetically.

Twilight took off and made the pot of tea. Spike decided to count the books to kill time.

"Six...seven...eight...nine...ten...eleven...twelve." said Spike.

"That's not that many." replied Twilight.

"Are you kidding? How are you supposed to read twelve books in one weekend?" asked Spike, rubbing the back of his head.

"Princess Celestia obviously thinks I can or shouldn't have assigned them to me." answered Twilight.

Twilight used her magic to pour the tea into a cup as she sat down.

"Well, I hope your not planning on sleeping then either." said Spike, cracking open a book.

"Actually, why don't you take the day off." replied Twilight, as she began to read.

"Really?" asked Spike enthusiastic.

"Yeah. These books are going to keep me busy for a while." answered Twilight.

Spike went off after making sure Twilight would be fine by herself. Twilight racked open the books and began to indulge her love of books. Twilight had not a care in the world as she read the ancient totems filled with fascinating spells - some of which had been debunked while others Twilight had never heard of.

"Enjoying yourself." said the voice, returning again.

Twilight rolled her eyes.

"I was." replied Twilight.

"What are you doing?" asked the voice.

"Having me peace interrupted." answered Twilight.

Twilight stopped or a moment as a thought reached her.

"You knew that already." stated the lavender unicorn.

"I've been giving you space." said the voice.

"You haven't been around as frequently." noted Twilight.

"I have been doing what I wanted of me." said the voice.

"Well, I guess I should thank for that." said Twilight.

"That is not needed." replied the voice.

"Why don't you go away?" asked Twilight.

"Oh Twilight, you cannot mean that." answered the voice, with mock hurt.

"That was harsh." admitted Twilight.

"It's fine Twilight. I hold nothing against you." said the voice soothingly.

"As long as you don't try to come between me and my friends or Princess Celestia...we'll be fine." stated Twilight.

"Can do Twilight." said the voice.

"Good." state Twilight, confident.

The suddenly sound of footsteps could be heard.

"It seems like we have company." noted the voice.

Twilight shrugged it off.

"Probably Spike." said the unicorn dismissively.

Um Twilight, we need to talk." said Spike, rubbing the back of his head.

Twilight stopped and turned around to face Spike.

"Twilight, Applejack just saved my life from horrible, dragon eating Timber Wolf!" declared Spike.

Twilight blinked and a sense of horror overcame her.

"Spike, where you in the Everfree Forest?!" asked Twilight.

"Yes." answered Spike.

"Stay calm." said the voice.

Twilight stopped and took a deep breath.

"What were you doing in the Everfree Forest?" asked Twilight.

"I wanted to take a hot hot air balloon ride, but got away and I chased it." answered Spike.

"I'm not mad Spike. I'm really not." said Twilight, staying calm.

"As you now, I have my dragon code and that means I should serve Applejack for the rest of my days." continued Spike.

"I understand you wanting to repay Applejack for helping you." said Twilight.

"No, I my code dictates I leave and serve her for the rest of my days." replied Spike.

"Spike, you are my number one assistant. I need you." said Twilight frightened.

"I know you've been having trouble and I wanted t stay with you, but I can't just ignore my code." said Spike.

"Dragon code is really important to a dragon." noted Twilight.

"Let him go." proposed the voice.

"You promised to cut this shit out." replied Twilight irked.

"He cannot go for long. Just let him help Applejack until Spike feels he fulfilled his debt." explained the voice.

"If he fulfills his debt, then Spike can return." mused Twilight.

"Spike will comeback to you." said the voice.

Twilight nodded her head in agreement.

"Spike, do what you feel like you need to. I'll understand." said Twilight.

"Thanks." said Spike.

"Good riddance." mused the voice.

Twilight continued on studies as Spike left. Twilight continued to write up her report with the mysterious voice serving as company. Minutes passed by and it seemed like everything was fine so she shrugged it off. However, Applejack stopped by and revealed Spike had not relented. Twilight thus came up with a plan to solve this. The mane six gathered at Sweet Apple Acres and it was decided Applejack would "get her hoof stuck" while being chased by a Timberwolf so Spike could save her. However, Spike easily saw through their disguise.

"But you forgot one thing: the breath. You could smell a real Timberwolf's breath..." explained Spike.

Both Spike and AJ suddenly got the whiff of a Timberwolf's breath.

"Too late, I'm already on..." said the baby dragon.

Twilight suddenly appeared and the others ran by followed by a trio of real Timberwolf.

"Timberwolves!" exclaimed Spike.

Spike and Applejack ran with the Timberwolves on their tails. AJ climbed the nearby rock pile and knocking down a rock crushing the Timberwolves. However, the rock she was standing on slipped and the Timberwolves regenerated into one Timberwolf.

"Applejack, come on!" cried Spike.

Applejack struggled to free her hoof, but realized it was stuck.

"I can't, I'm really stuck." replied Appleack worried.

"Come on! No more messing around!" cried Spike.

The Timberwolf gathered more branches from the Everfree Forest and towered over the two.

"Spike, get going! Can you forget your dragon code and just get going!" declared Applejack.

The Timberwolf howled causing Spike to fall backwards.

"I can't." said Spike, grabbing a stone.

Spike stood up and defended Applejack.

"You have to do something." said the voice.

"What can I do?" asked Twilight.

Spike threw the stone which got stuck in the Timberwolf's throat.

"You are the student of Princess Celestia. You can do it." answered the voice.

Twilight thought and fired a magical beam at the Timberwolf which

"You did it!" cried Applejack.

"Well done." said the voice.

"It was easy." replied Twilight.

The others returned and Applejack told them what happened. Neither she nor Spike witnessed the blast from Twilight as they ere too pre-occupied with with the Timberwolf. Twilight stood back and was more than happy to let Spike take credit for what occurred. They returned to town and went to Sugarcube Corner where Spike was given a gem cupcake. Twilight and Spike returned to Golden Oak Library and Twilight returned to her studies. Shortly after, Spike burped up a letter from Princess Celestia hearing of a Timberwolf encounter. Twilight write a letter explaining the situation and had Spike send it. Princess Celestia sat on her throne and read it as Princess Luna awoke to raise the moon.

"You are awake later my sister." noted Luna.

"I was just reading a letter from Twilight." replied Celestia.

"Is she doing better?" asked Luna.

"Yes. It had nothing to do with that." answered Celestia.

"Did another creature from the Everfree Forest attack Ponyville?" asked Luna.

"Yes. It was Timberwolves." answered Celestia.

"I have no idea why you let the Apple family settle there." replied Luna.

"It was prime reality." stated Celestia.

"It is most joyous to hear Twilight Sparkle is doing better." sighed Luna.

"It looks like that ugly situation is behind us now." said Celestia.

The doors to throne room burst open and a white unicorn member of the Royal Guard burst in.

"Excuse my your highness, but I have urgent news." said the guard, bowing.

Celestia placed the letter down.

"What the news?" asked Celestia.

"It seems that Tirek has escaped Tartarus." answered the guard.

Both Celestia and Luna's eyes became as wide as saucers upon hearing this.

"When did this happen?" asked Celestia.

"It seems like he escaped when Cerberus departed for Ponyville." answered the guard.

"THAT OCCURRED BEFORE THE WEDDING OF PRINCESS CADENCE! WE SHOULD HAVE KNOWN OF THIS BY NOW!" exclaimed Luna, using her Royal Canterlot Voice.

"We...just recently found out your highness." gulped the guard.

"THAT TIS UNACCEPTABLE!" declared Luna.

"Please calm down my sister." requested Celestia.

Luna took a deep sigh and calmed down.

"You are correct my sister." stated the Princess of the Night.

"This breakdown in communication is troubling. However, we must focus on the situation at hand." said Celestia.

"What do you think my sister?" asked Luna.

Celestia thought for a moment.

"I have an idea, but it is very risky. We will free and reform Discord." answered Celestia.

"But sister, you know as well as I that Discord cannot be trusted." replied Luna.

"I know, but we must try. His chaos based magic might be the thing we need to defeat Tirek. He is constantly getting stronger and he is a far greater threat." explained Celestia.

"You are correct. However, I feel reforming will not be an easy task." noted Luna.

"Indeed. But, that is our best bet for defeating Tirek." replied Celestia.

"I propose Twilight Sparkle and her friends be put in charge of this task. They reformed me and sowed me kindness when I returned to Ponyville on Nightmare Night." proposed Luna.

"That is a good idea sister." agreed Celestia, "Hopefully, we face no new obstacles."

Author's Note

A/N: There is chapter nine finished. I've found a meme suggesting Celestia had Discord reformed to deal with a greater threat to Equestria and I agree with Tirek being the threat. Next time, thing start picking up. lease review.

Chapter 10

Disclaimer: I don't own My Little Pony

To say this day would be like another other would be an understatement. Twilight had awoke this morning and things seemed to start normal enough, until Spike coughed up a letter from Princess Celestia. Reading the contents, Twilight quickly sent for her friends and took off to meet the Princess of the Sun outside Ponyville. To Twilight's dismay, it seemed that Fluttershy and Applejack were absent, but did her best to stay calm and she awaited her mentor.

"I love it when Princess Celestia comes to Ponyville. I got my hoofs shined like Rarity's just for the occasion." stated Pinkie.

The Element of Laughter showed off her hoof as the Element of Generosity looked at the polish.

"You like?" asked Pinkie.

"I certainly do." answered Rarity.

"I'm surprised she's not here yet." said Twilight, slightly anxious.

"I wonder what's taking so long." pondered Spike.

"Where are Applejack and Fluttershy?" asked Twilight.

"Fluttershy is busy helping Applejack with a mishap at Sweet Apple Acres. They'll be along." answered Rarity.

"But, I still don't get why the Princess would be so late." said Spike nervous.

"She's bringing an important visitor. That could be part of it." replied Twilight.

Rainbow dash suddenly flew by stopping in front of Twilight.

"A visitor whose important and slow." said the impatient pegasus.

"What if it's somepony so terrible important, she has many terrible important things to do before she got here." proposed Rarity.

Spike turned around and quickly started grabbing on Twilight's tail.

"Maybe the visitor has a deer antler, a bat wing and a snake tail." said Spike concerned.

"Yeah right, that's Discord." noted Twilight.

"Why in the wide world would Princess Celestia bring along someone like that?" asked Rarity.

"Maybe you should ask her." answered Spike.

Moments later, the royal chariot carrying Princess Celestia landed followed by another carrying the petrified Discord.

"This...can't be." said Twilight softly.

"Oh, but it is." replied the voice, sensing a chance.

Twilight calmly walked over to her mentor.

"With all due respect Princess Celestia, how could you bring Discord here?!" exclaimed the lavender unicorn.

"I am fully aware the last time Discord was here, he created serious havoc." noted Celestia.

"If by "serious havoc" you mean turning Ponyville into the chaos capital of the world." said Rainbow.

"And turning us into the opposites of our true selves." added Rarity.

"And making it rain delicious chocolate milk without a single dollop of whipped cream to go with it in sight! Not a single dollop!" cried Pinkie.

"Now is not the time for you to be a blithering idiot Pinkie." huffed Twilight.

"Yes I understand. But, I have a use for Discord's magic if it can be reformed for good instead of evil." said Celestia.

"You highness, I do not wish to offend. However, I believe this is a terrible mistake you are making. The best thing we can do is smash that statue to pieces so he never threatens Equestria again." stated Twilight.

Rainbow, Rarity, Pinkie and Spike where taken aback by this statement. Even Celestia raised an eyebrow in surprise.

"My, I would never have thought you would make such a demand." said the Princess of the Sun.

"Discord is a threat and must be dealt with. His mere existence is a threat to Equestrian security." said Twilight, stomping a hoof.

"You reformed my sister." noted Celestia.

"She's a pony, not a draconequss." mused the voice.

"That is because Princess Luna is just that - a princess. Discord had no redeemable qualities. He's not even a pony." said Twilight.

"That's really screwed up Twilight." stated Rainbow.

"It is the truth. You know that." said the voice.

"I recall you where the one who wanted to befriend Zecora." added Rarity.

"Zebras are still members of the Equus genus." countered Twilight.

"What about me?" asked Spike.

"I've know you since you hatched." answered Twilight comfortingly.

"I'm not a equine. I'm a dragon." noted Spike.

"Dragons are mostly savage and brutish creatures." stated the voice.

You were lucky enough to be raised by ponies." said Twilight.

Spike stepped back with a hurt look on his face.

"Twilight, I thought we dealt with this behavior." said Celestia firmly.

"I though you had a backbone." scoffed Twilight

This response gained gasps from Twilight's friend while the voice slightly chuckled.

"I will ignore that comment." said Celestia.

A pair of guards walked over with a chest.

"I have the Elements of Harmony. Use them against Discord if need be." said Celestia.

The Princess of the Sun looked around.

"I believe Fluttershy could be most helpful in reforming Discord. Do so when you are ready." said Celestia, with a hint of sadness.

With that, the Princess of the Sun took her leave.

"Thank you for handing me your pupil on a silver platter, Princess." said the voice arrogantly.

Celestia left while Twilight mumbled something about a "senile hag" to herself. Finally, the other three ponies left to get Fluttershy and Applejack while Spike stayed with Twilight. Her friends returned soon after and it was clear AJ and Fluttershy had been filled in. The six ponies strapped on the Elements of Harmony and then they freed Discord.

"Well, it's about time somepony got me out of that prison block." said Discord.

Discord snapped his finger turning a bunny into a monstrous creature.

"Change him back or I'll blast your to Tartarus!" snapped Twilight.

"What crawled up your butt?" asked Discord.

Discord snapped his finger returning the bunny to normal.

"I don't trust you and I'm not afraid to take action to stop you...no matter what it is." answered Twilight.

"Now girls, we should give him a chance." proposed Fluttershy.

"You called him a "big dumb meanie" when where chasing Rainbow Dash." noted Pinkie.

"Regardless, we should give him a second chance. Everpony deserves another chance." said Fluttershy.

Five of the ponies mused along themselves while Twilight rolled her eyes.

"He's nothing but a troublemaker! Celestia is clearly off her rocker if she thinks he can be trusted!" declared Twilight.

"Celestia thinks I could be helpful against a potential threat." noted Discord.

"She's using Discord against me." thought Twilight.

The ponies departed with Fluttershy attempting to reform Discord. After a few days, they checked up on Fluttershy only to see her cottage spinning around in the air. Discord dropped the cottage and a dinner party was arranged to prove Discord was truly reformed. The ponies came armed with he Elements of Harmony while Twilight arrived mumbling to herself.

"As you all know, Princess Celestia hope we could get Discord to use his magic for good instead of evil." began Fluttershy

Fluttershy looked over and saw Pinkie chowing down.

"Pinkie, care for some gravy?" asked Fluttershy.

"You bet." answered Pinkie.

"Allow me." offered Discord.

Discord used his magic to bring the gravy boat alive. The gravy boat then walked over, licked Pinkie and poured gravy.

"You're a cute little gravy boat. Yes you are. Yes you are." said Pinkie cheerfully.

"That's one creepy gravy boat if you ask me." said Rainbow.

"Come now Dashie. You're not giving this a chance." replied Fluttershy.

The gravy boat walked over and poured gravy onto Rainbow's lap. Rainbow shot out of her chair and flew.

"Hey! That's hot!" exclaimed Rainbow, freaking out.

"Oops, I'm so sorry." said Discord.

"He did that on purpose." accused Rainbow.

"I don't know about that. Mistakes happen." replied Discord.

"Mistakes happen my flank." grumbled Twilight.

The candles suddenly came to life and began moving around.

"Look everpony, dancing candles." said Discord.

The candles continued hoping around until Rainbow blew them out.

"I'm not falling for that!" declared Dash.

"Oh good, one of these idiots has a brain." mused Twilight.

"Could have fooled me." added the voice.

"Discord is just trying to distract us..." continued Dash.

Rainbow was cut off by the candles hoping up and attacking her.

"I suppose this is just another mistake?" asked Rainbow.

"No, I think you just made them mad." answered Discord, nervous.

"Something's fishy here." said Twilight.

On cue, the fish teapot sprung to life blasting Twilight and Spike with tea.

"Discord." said Fluttershy, trying to believe his innocence.

Before Discord could answer, a blast of magic from Twilight shattered the fish pot to pieces.

"Look Discord, you need to cut this out right now!" cried Twilight.

"I have no idea what you're talking bout." replied Discord, playing innocent.

Twilight became enraged by this and fired a powerful blast of magic energy. It hit and Discord's entrails splattered all over the cottage.

"Oh my." said Rarity, trying not to vomit.

Pinkie, Rainbow, Applejack and Spike stood in horror as Fluttershy fainted.

"Maybe that cake guzzling troll will learn!" declared twilight.

"Twilight...Twilight...Twilight..." said Pinkie's voice echoing.

Twilight shook her head and realized her friends where staring at her. Discord was looking at her still alive and in one piece.

"My hallucinations have returned." said Twilight softly.

Twilight jumped up and galloped off.

"Twilight! Wait!" cried Spike.

Twilight ran until she finally returned to Ponyville when she stopped to catch her breath.

"Are you okay?" asked the voice.

"It's that hallucination." answered Twilight.

Twilight stopped panting as a sinister grin grew on her face.

"I loved it." said the unicorn.

"Excellent." replied the voice.

Twilight bore a malevolent smile as she walked through Ponyville. The other noticed this and the general dark feel that she was giving off. Twilight returned to Golden Oaks Library and slammed the door behind her. Twilight returned to her lab and began trying to master the dark magic coursing through her body with guidance from the voice. After a long period of blissful silence she was interrupted by Rainbow, Pinkie and Rarity who dragged her to Sweet Apple Acres. The beavers Fluttershy talked to earlier had flooded the apple orchard.

"Promise me you'll never use your Element of Harmony against me." demanded Discord.

"I will never use my Element of Harmony against you." replied Fluttershy.

Fluttershy removed her necklace.

The others tried to reason with Fluttershy while Discord turned the flooded water into ice and skated.

"If Fluttershy lets Discord free, nothing can stop him." noted the voice.

"This was there plan all along." replied Twilight bitterly.

"Exactly. You have to take matters into your own hoof." urged the voice.

"Fluttershy, what the fuck is wrong with out?!" exclaimed Twilight.

The ponies froze and looked at Twilight.

"Discord needs to know we can trust him..." began Fluttershy.

"Just freaking save it. Discord is using you and following him like a fucking drone!" snapped Twilight.

Fluttershy stepped back while Rainbow landed in front of her.

"Look Twilight, I agree Discord is using Fluttershy. But, she's our friend and my marefriend...you need to watch your tone." said Rainbow.

"Shove it you egocentric bitch!" snapped Twilight.

"Darling, you must not being feeling well." said Rarity.

"Speaking of ego, we have Rarity. If you hate Ponyville so much then just move to Canterlot!" snapped Twilight.

"Okay Sugar Cube, you've snapped at your friends including my marefriend now. You've gone too far." stated Applejack.

"Please, everypony knows you're fucking Big Mac behind everypony's back." scoffed Twilight.

"That's it!" snapped Applejack.

Applejack stormed up to Twilight, but Pinkie got in front of them.

"Everyponies being totally crazy and that's no fun." said the pink pony.

"Of course, the let's listen to the sugar driven idiot who lives in her own worthless little world." said Twilight.

Pinkie's hair deflated and Fluttershy comforted her.

"Discord!" called Twilight.

Discord skated over stopped in front of the ponies.

"Oh please, keep going. I'm loving the disharmony among your little clique." said Discord.

Discord chuckled for a moment, but a blast of magic energy sent him crashing into an apple tree.

"Put all this shit back right now." demanded Twilight.

"Oh, somepony got up on the wrong side of the bed." replied Discord.

"Put it back and Celestia to take whatever plans she has and shove it." said Twilight angrily.

"You seem to forget Fluttershy has vowed never to use her Element of Harmony against me." noted Discord.

Twilight grabbed Discord and flung him slamming into the ice.

"The Elements of Harmony are shit. I'm taking matters into my own hooves." said Twilight smirking.

Twilight's irises had turned from their normal purple to a dark yellow.

"Oh no..." said Discord horrified.

Twilight grabbed Discord and picked him up. Suddenly, his arms where bent backwards and his entire body was contorted.

"Celestia might have screwed up freeing you, but I'm not so foolish." said Twilight darkly.

Suddenly, Discord's joints where extended as far as the could go.

"Time for you to die." said Twilight coldly.

Twilight bent Discord backwards until his body mirrored a crescent moon.

"Twilight! You're going to snap him in half!" cried Applejack.

Excruciating pain rifled through Discord's body as he actually feared for his life.

"That's the plan." replied Twilight.

"Please spare me!" cried Discord.

Fluttershy jumped up and tackled Twilght thus freeing Discord. Fluttershy quickly flew over to Discord.

"Are you okay?" asked Fluttershy.

"Yes." answered Discord panting.

Discord and Fluttershy hugged as the former comforted the former.

"You're next!" screamed Twilight angrily.

The ponies stared at the enraged unicorn.

"She's got dark magic flowing through her body." noted Discord.

"We have to tell Princess Celestia." said Pinkie.

Hearing this, Twilight suddenly teleported away.

Spike ran through Ponyville and found the girls plus Discord at Sweet Apple Acres. Spike was quickly informed of what happened and quickly wrote a letter which he sent to Princess Celestia. It took only ten seconds for Princess Celestia to arrive.

"Where is Twilight?" asked Celestia urgently.

"She ran off after attacking Discord." answered Pinkie.

"Twilight most likely went to Golden Oaks Library." added Spike.

Celestia turned her attention to Discord.

"Are you okay Discord?" asked Celestia.

"I'm fine. It takes a lot more than that to scare me." answered Discord, putting on a front.

"Twilight used the Blood Manipulation Spell on me." noted Discord.

Celestia winced and stepped back at this.

"How bad is that?" asked Rainbow.

"It's one of the most dangerous dark magic spells know. My sister and I have traced it to the time of Starswirl the Bearded." answered Celestia.

"It was formed by a unicorn in revenge for punishing the nation that taken her family away. She was using it to exact her revenge on innocent people until Starswirl stopped her." explained Discord.

The ponies and Spike looked at each other anxiously.

"What happened?" asked Applejack.

"Starswirl used his Magic Removal Spell to strip her of all magic. She spent the rest of her life in a dungeon." answered Discord.

"I will not let such a thing happen to Twilight." added Celestia.

The ponies and Spike let out sighs of relief.

"Did Starswirl invent that spell of this situation?" asked Rarity.

"No. After he had an encounter with some sirens. He thought it could be useful in the future." answered Discord.

"We've wasted enough time talking. Let's go." said Celestia.

Celestia, the ponies and Spike raced off to Golden Oak Library. The citizens noticed the Princess and a crowd gathered. The stormed Golden Oak Library where they found Twilight gone. Princess Celestia immediately put a search party together and began to comb the area. A few ponies went into the Everfree Forest and talked to Zecora who hadn't see Twilight, but joined the search party.

Twilight stayed in the Everfree Forest that night before sneaking away under the light of Luna's moon. She climbed into small space in the first car behind the train finding old muffin crumbs. The next day the Friendship Express departed and made its way to the Crystal Empire. Twilight teleported out of the car and made her way through the snow.

"I'm here." said Twilight.

"Good. Just follow my directions." replied the voice.

"I'm sorry." said Twilight.

"What for?" asked the voice.

"I'm sorry for doubting you. You were the only one looking out for me." answered Twilight.

"It is fine. I am here for you." replied the voice.

Twilight followed the voice's directions leading through the snowy wasteland until she reached a mountain. Twilight climbed the mountain until she found a cave which she entered.

"You've made it." said the voice.

The pony behind the voice emerged revealing its self to Twilight.

"Nice to meet you, Twilight Sparkle." said Sombra.

Twilight took a second to absorb this fact then bowed down.

"I am here for you...Master." replied Twilight

Author's Note

A/N: Well, there is chapter ten finished and we've fully broken with the actually series. Twilight's yellow eyes are a nod to Anakin Skywalker's eyes after he joined the Dark Side. The spell Twilight used on Discord was inspired by Blood bending from Avatar with the "old unicorn" who invented it as a nod to the character Hama. The "Magical removal Spell" was a nod to Energy Bending which allowed Aang to strip the Fire Lord of his bending. I planned to reveal Sombra as the mystery voice in chapter six, but delayed it because I felt it would be better this way. Next time, we continue onward with the story. Please review.

Chapter 11

Disclaimer: I don't own My Little Pony

The bitter cold wind howled outside as Twilight followed Sombra. The dark king led her down a tunnel deep into the bowels of the mountain. They finally reached the a small area tuckered away between a tight passage. Twilight saw an old blanket on the ground lying near a rock which Sombra was using as his makeshift bed.

"You shall sleep here with me." said Sombra.

"Understood." replied Twilight.

Twilight took a moment.

"If you want to speak then go ahead." said Sobra softly.

"Master...how did you survive?" asked Twilight.

"My horn survived the Crystal Heart. I used a regeneration spell to recover." answered Sombra.

"That makes sense." replied Twilight.

"You may have heard I have a fondness of crystals." noted Sombra.

"Indeed." said Twilight.

"My dark magic is strengthened by crystals. It absorbs their properties." explained Sombra.

"Of course. That explains why you rule the Crystal Empire." said Twilight, nodding.

"I was born here." replied Sombra.

"I should have figured." said Twilight,with slight disappointment.

"There is no need to be down. You are truly the most brilliant unicorn I've met." said Sombra.

"Thank you master." said Twilight grinning.

"Will you miss Equestria?" asked Sombra cautiously.

"No." answered Twilight firmly.

A pleased grin came across Sombra's face.

"My "friends" were against me, the Princess was keeping me down, my own brother didn't even tell me he was getting married." ranted Twilight.

"I'm sorry Twilight. Nopony deserves that." replied Sombra, with remorse.

"I only need you." stated Twilight.

"Exactly." agreed Sombra.

"Master, I am sorry." said Twilight disappointed.

"For what?" asked Sombra curious.

"I was responsible for your defeat. Had I know the truth you showed me...I never would have helped find the Crystal Heart." answered Twilight.

"I cannot blame you. You were fooled by Celestia at the time." replied Sombra.

A faint smile came to Twilight's face.

"But, if you wish to make amends for your loss...I have a way." proposed Sobra.

"I will do anything!" declared Twilight.

"I have no intention of staying cooped up here for the rest of my life. I am plotting to regain my throne and you will help me." explained Sombra.

"My brother and sister-in-law rule the Crystal Empire now." noted Twilight.

"They are merely figureheads. The one proud Crystal Empire has been reduced to an Equestrian puppet state." stated Sombra bitterly.

"And I was just a pawn in Celestia's game." spat Twilight.

Twilight thought for a moment.

"Shinning Armor and Cadence are just as guilty." decided Twilight.

Twilight stomped her hoof on the ground.

"I will do it." stated the lavender unicorn.

"Excellent. You're relationship with those fraudulent pretenders will work perfectly." replied Sombra grinning.

"Anything for you...master." said Twilight bowing.

"Please know you are not my subordinate, you are my apprentice." stated Sombra.

"Thank you master. I am most honored." said Twilight, proudly.

Twilight got back up an looked toward her master.

"Master, I have a question." said Twilight.

"Go head." said Sobra.

"How will you and I overthrow Shinning Armor and Cadence?" asked Twilight.

Sombra let out a chuckle at this.

"I have already planned for that." answered Sombra smugly.

Miles away it was seemingly business as usual in the Crystal Empire. Cadence had established a day court, inspired by Celestia, allowing civilians to air their concerns. Day court had just finished and Cadence decided to head to the master bedroom to relax. There, she found a distraught Shining Armor lying under the covers.

"Feeling any better Shining?" asked Cadence sympathetically.

"No." answered Shining.

"I know you're upset about Twilight. I am too." replied Cadence.

"She's my little sister. I should have been there for her." said Shining guilty.

"You couldn't. We have an empire to rule." noted Cadence.

"Screw this empire! I never should have left Equestria!" snapped Shining.

"If we stayed in Equestria the citizens of the Crystal Empire would still be under Sombra's rule." said Cadence.

"Somepony else could have ruled the Crystal Empire." replied Shining.

"I'm the Crystal Princess. There was no other option." said Cadence.

"I know, but...I just feel like if we where there for Twily..." began Shining.

Shining was unable to finish and winced.

"You can't blame yourself Shining." replied Cadence.

The two married ponies nuzzled.

"Do...you think she will be okay?" asked Shining.

Cadence chuckled a bit at this.

"Don't forget we're talking about Twilight." answered Cadence.

Shining chucked a bit himself.

"You're right. She's a strong pony." agreed Shining.

Shining took a moment to think.

"A little bit." answered Shining.

"Good to hear." replied cadence.

The two royals turned toward the window. The once clear skies had become gray and gloomy.

"The weather has really take a turn for the worse." noted Cadence.

"It's too ominous." added Shining concerned.

Meanwhile, a dark cloud hung over Ponyvlle. This was as Rainbow dash was currently too preoccupied to move the clouds. Another pegasus could have done the same, but their mood was just as sour. In fact, all of Ponyville was feeling like this right now. Spike and the remained of the Mane 6 - obviously sans Twilight - gathered at Golden Oaks Library.

"Twilight's still not back." noted Pinkie, mane deflated.

"No." confirmed Spike yawning.

"Have you had trouble sleeping?" asked Fluttershy.

"Yeah. I've been staying up late hoping Twilight would return." answered Spike.

"Why don't you and Owlowiscious come stat Carousel Boutique until Twilight returns." offered Rarity.

Spike smiled as he shook his head back and forth.

"I appreciate the offer, but I want to wait here. I want to see Twilight as soon as she returns." replied Spike.

"That's really cool." said Rainbow.

"She's been like a big sister to me. It's the least I could do." shrugged Spike.

"Don't worry Spike. Twilight will come back sure enough." said Applejack.

"If only we realized what was going on." sighed Fluttershy sadly.

"Hey, don't get down Fluttershy." said Rainbow.

"We did try and help her. So did Princess Celestia." noted Pinkie.

"Not to mention it did appear that Twilight had returned to her normal self after the incident at Wonderbolts Academy." added Rarity.

"Then she regressed." noted Fluttershy.

A moment of silence followed this.

"We can't beat ourselves up over this!" declared Rainbow.

"She's right darlings. Twilight - the real Twilight - wouldn't want us to mope like this." agreed Rarity.

"You're right. It's just...losing somepony close to you..." replied Applejack trailing off.

Rarity trotted over to Applejack.

"I know this must be hard considering you lost your parents. But, far not for I promise we get Twilight back." said Rarity.

"Thanks Rares." said Applejack, with a faint smile.

The two ponies shared a kiss.

"Aww." said Fluttershy and Pinkie in unison.

"Can we get back to business?" asked Rainbow.

"Dash is right. We gotta focus." agreed Applejack.

"But what can we do?" asked Fluttershy.

"Yeah. We don't even know where Twilight is." added Pinkie.

"Spikey-Wikey, have you heard from the Princess?" asked Rarity.

"Yeah. She has no clue where Twilight is." answered Spike.

"Let's focus on what to do when we find Twilight." proposed Applejack.

"I think we should just remind her we are friends and try and through to the real Twilight." suggested Rarity.

"Yeah. Twilight's gotta be there somewhere." added Rainbow.

"What about the dark magic?" asked Spike concerned.

"Princess Celestia can totally take care of that." answered Pinkie.

"If Princess Celestia can't help Twilight, nopony can." said Rainbow.

"Fluttershy, how is Discord doing?" asked Rarrity cautiously.

"He's been with Princess Celestia since the incident." answered Fluttershy.

"Who cares how Discord is doing?" scoffed Rainbow.

"Discord was hurt and really scared!" cried Fluttershy.

Rainbow let out a sigh.

"I love your caring nature." admitted Rainbow.

"Can we focus please?" asked Spike.

"Spike's right." answered Applejack.

"But, I thought we solved that issue." said Pinkie confused.

"Spikey-Wikey, I know that you're worried about Twilight. But, you need not fret. We shall save Twilight yet." said Rarity.

"Thanks Rarity. That means a lot coming from you." replied Spike.

Rarity wrapped a hoof around Spike hugging him for thirty seconds before breaking.

"It's gettin' late now. I think it's time we all hit the hay." proposed Applejack.

"Yeah." agreed the others.

In Canterlot, it was business as usually at the Royal Palace. Day Court had just ended and Celestia sat on her throne. The weight of the currently situation weighed heavily on her mind. After a knock, the doors to the throne room opened and a dark colored alicorn entered.

"Luna, what are you doing awake this early?" asked Celestia surprised.

"I wished to see how you were doing Tia." answered Luna.

"I am okay Lulu. You need not worry." replied Celestia.

"Please do not lie to me sister." requested Luna.

Celestia let out a sigh.

"You know me too well." admitted the Princess of the Sun.

"You are worried about Twilight Sparkle." noted the Princess of the Night.

"Is...there any update?" asked Celestia.

Luna sadly shook her head back and forth.

"I am afraid not sister." said Luna.

"I see." said Celestia sadly.

Luna teleported over to her sister's side.

"Celestia, please do not blame yourself." requested Luna.

"I am her teacher Luna. I should have paid more attention to her situation." said Celestia.

"You did try to help her." noted Luna.

"I did not do enough! If I did then she would be here!" snapped Celestia.

"Twilight was overcome by dark magic." stated Luna.

"I could have helped her. I should have noticed something earlier." said Celestia sadly.

"You cannot blame yourself. That will do no good." stated Luna.

"You're right Luna." sighed Celestia.

"Why don't you rest. I can lower the sun for you." proposed Luna.

"Thank you sister." replied Celestia.

Celestia got up and walked off.

"I will help you Twilight. I will never lose another pupil." thought Celestia.

The night came and went giving way to another day. In he Changeling Kingdom, it was another normal day as the Changelings went about heir business. The Changeling Kingdom consisted of a massive green hive which he Changelings live in save a few guards outside. In the center of the hive, sat a throne and on that throne sat Queen Chrysalis.

"My Queen!" exclaimed a Changeling.

The Changeling raced over and bowed before its queen.

"This better be important." said Chrysalis coldly.

"We have visitors, my queen." said the Changeling.

"What do they want?" asked Chrysalis uninterested.

"They want to speak you." answered the Changeling.

"I figured that. I want to know the reason they wish to talk to me." replied Chrysalis irritated.

"They won't tell us. They only want to talk to you." said he Changeling.

Chrysalis rolled her eyes.

"Bring them to me." ordered Chrysalis.

"Yes my queen." replied he Changeling.

The Changeling quickly left to get the visitors.

"My queen, we are ready to defend you." said one of the guards.

"Of course you are." said Chrysalis.

The Changeling returned with the visitors. Chrysalis almost gasped as she saw the first one.

"Hello Queen Chrysalis. It is nice to see you again." said Somba.

Author's Note

A/N: There is where we'll end this chapter. Next time, the conversation between Chrysalis and Sombra plus more. Please review.

Chapter 12

Disclaimer: I don't own My Little Pony

Queen Chrysalis stared awestruck at Sombra. A look of confusion was plastered on her face. Chrysalis pondered if her minions where simply playing a trick on her.

"It looks like you've seen a ghost." said Sombra.

"King Sombra is dead." stated Chrysalis.

"Tales of my death have been greatly exaggerated." chuckled Sombra.

"How can I be certain you are the real Sombra?" asked Chrysalis.

"I know." answered Sombra.

"Please explain." said Chrysalis perplexed.

"Do you recall when the Changeling Queen of a millennium ago visited the Crystal Empire?" asked Sombra.

"No." answered Chrysalis.

"It's a shame. Because she followed me to my chambers and we had a grand night." replied Sombra.

"Bite your tongue!" snapped Chrysalis.

"Awe, it seems like you got to her." came a familiar voice.

Moments later, Twilight Sparkle trotted up and joined Sombra.

"You!" exclaimed Chrysalis.

"So you have met." mused Sombra.

"She abducted Cadence then transformed into her and almost married Shining Armor. I was suspicious of her so she sent me to the crystal caverns below Canterlot. I found the real Cadence and we escaped then exposed Chrysalis. Cadence freed Shining Armor from her spell and they dispelled her as well a the other Changelings." explained Twilight.

"I should strike you down right now." said Chrysalis seething.

"Twilight Sparkle has been freed from Celestia's lies. She is now my student." said Sombra.

"Exactly master." said Twilight.

Chrysalis let out an annoyed grunt.

"Just let me know why you are here." demanded Chrysalis annoyed.

"We have come for your assistance." said Sombra.

Chrysalis raised her eyebrow intrigued.

"Continue." said Chrysalis.

"First, we must know you will not betray us." said Twilight coldly.

"I am not foolish enough to do that." replied Chrysalis.

Twilight glared clearly still not trusting her.

"I have no reason to betray you." stated Chrysalis.

"That will do for now." said Sombra.

Twilight rolled her eyes accepting this.

"I wish to regain my empire. Cadence and Shining Armor have no right on my throne." said Sombra.

"If you did, then would you turn on us?" asked Chrysalis.

"Not if we are allies." answered Sombra.

"You must want something." said Twilight.

"My children and I are starving. We must find love to feed on and you can help us." said Chrysalis.

"Why do you need us?" asked Twilight.

"Love will run dry like any other food source. That is why we attempted to capture Canterlot." answered Chrysalis.

"There will surly be elderly and ill ponies in the Crystal Empire. Plus, once I regain my throne I will reopen the crystal mines and certainly ponies will get injured on occasion." mused Sombra.

"That would work perfectly." replied Chrysalis.

"But, we need something from you." noted Sombra.

"Anything." said Chrysalis.

"My forces have been depleted and I face the entire Crystal Imperial Army now under the command of those Equestrian puppets. I need your children to infiltrate their ranks to operate as a fifth column. They may feed off the love of civilians if need be." explained Sombra.

Chrysalis waited for a moment as she weighed the proposal.

"Are we sure we can trust her?" asked Twilight, in a whisper.

"Yes." answered Sombra, in a whisper.

"I accept the terms of our agreement." stated Chrysalis.

"Excellent." replied Sombra pleased.

In Ponyville, it was life to usual. Celestia's sun shone brightly in the sky as ponies went about their business. Life had moved on, but nopony had forgotten Twilight. Golden Oaks Library had been placed back under the temporary jurisdiction of Mayor Mare and a makeshift memorial to Twilight had been established by Derpy. By now, all of Ponyville had contributed. Rarity had just visited the memorial and returned to Carousel Boutique when she noticed somepony waiting for her.

"Oh hello Applejack." said Rarity.

"Hey Rares." replied the farm pony.

The two lovers shared a quick kiss.

"So to what do I own the pleasure?" asked Rarity.

"I had a break and wanted to visit my marefriend." answered Applejack.

"Sorry I am tardy." replied Rarity, "I was..."

Rarity trailed off with a hint of sadness in her voice.

"You visited the memorial." sighed Applejack.

"Yes." admitted Rarity.

"I went this morning. It's gotten quite big." said Applejack.

"Derpy did a fantastic job." said Rarity impressed.

"Eeyup." agreed Applejack.

"I heard Pinkie gave her and Dinky all the free muffins they could eat for a day to thank them." noted Rarity.

"I'm sure they took Pinkie up on that offer." said Applejack.

The two ponies shared a lighthearted laugh.

"Well, I must be back to work." said the fashionista.

Applejack thought or a moment.

"How have you been doin'?" asked the farm pony.

"I've tried burying myself in my work." answered Rarity.

"I've been doing the same." admitted Applejack.

"How are the others?" asked Rarity concerned.

"Fluttershy and Pinkie are hanging in there." answered Applejack.

Applejack let out a sigh.

"I'm worried about Rainbow though." confessed Applejack.

"She does seem to be bottling up her emotions." noted Rarity.

"I guess she don't see weak." replied Applejack.

"I'll talk to Fluttershy. She can get through to Rainbow." said Rarity.

Rarity bit her lip for a moment.

"How are you doing, Applejack?" asked Rarity concerned.

"I'm fine. I've been through this before." answered Applejack.

Rarity winced slightly at this.

"I am sorry. I did not mean to reopen old wounds." said Rarity regretful.

"It's fine Rares." replied Applejack shaking her head.

A moment of silence followed this.

"Have you cried yet?" asked Rarity.

"I don't show my emotions." answered Applejack.

"It is not healthy to bottle your emotions." noted Rarity concerned.

"I'm fine Rarity. I always handle situations like this." scoffed Applejack.

"Applejack, that is really not healthy for you." said Rarity more concerned.

"No offense, but I don't need ya telling me how to handle myself." said Applejack irked.

"I do not wish to tell you how to live. I am merely concerned for your well being." countered Rarity.

"I can handle myself fine! I hung together when my parents died!" cried Applejack.

Applejack stopped as tears welled in her eyes.

"Oh darling." said Rarity, feeling bad.

Rarity walked over and embraced Applejack.

"Let it all out." said Rarity softly.

"I just can't lost anypony else I care about." sobbed Applejack.

Applejack sobbed for several minutes before finally stopping.

"Thanks Rarity. I appreciate it." said Applejack, rubbing her eyes.

"It is no problem dear." replied Rarity.

The two shared a kiss.

In Canterlot, Princess Celestia was seated on her throne. She had finished another cession of Day Court and was moments from lowering the sun. Before she lowered the sun, Celestia decided to treat herself to a piece of chocolate cake. As she finished eating, Luna walked into the throne room and snickered upon seeing her sister.

"Enjoying more cake, my sister." giggled Luna.

"I have decided this cake will take control of day to day government affairs!" declared Celestia.

The two sisters shared a laugh.

"It seems your mood has lifted." noted Luna happily.

"I've been doing something and you are correct: I cannot simply mope about all day." said Celestia.

"I am pleased to hear that." replied Luna.

"That is why I plan to form an expeditionary force to find Twilight." said Celestia.

Luna raised her eyebrow.

"I see." said Luna surprised.

"Why did you sound like that?" asked Celestia.

"I did not expect this from you." answered Luna.

"I will do anything to save my pupil." replied Celestia.

"Will this be a military campaign?" asked Luna.

"Yes." answered Celestia.

"You have my full support, but I am unsure of the aristocracy." said Luna.

"I do not care what think of this. I will use all the royal power I have to ensure this expedition occurs." said Celestia.

"I will stand by you if required." said Luna.

Celestia smiled warmly at this.

"Thank you sister. The expedition will begin searching the Hayseed Swamps." replied Celestia.

"Understandable." said Luna.

"I must lower the moon now." said Celestia.

"I will go ahead of you." said Luna.

Suddenly, Philomena flew over and joined Celestia.

"I will find Twilight. I am glad she didn't go through that damn portal." said Celestia.

The next day is business as usual in the Crystal Empire. At the palace, Shining Armor was attempting to perform his duties as best as possible while his mind simply couldn't help bu wander to his sister. He was with Cadence at the moment when a member of the royal guard charged in.

"Your majesties, we have a visitor." said Flash Sentry, panting.

"Listen, right now is not a good time." replied Shinning sternly.

"We should hear him out." said Cadence.

"I am not in the mood." said Shining.

"I know you miss Twilight..." began Cadence.

"Your highness, Twilight Sparkle is here." said Flash.

Shinning became overcome by anger and stomped a hoof on the ground.

"Do not joke about that!" cried Shining.

"He's not." came a familiar voice.

The two royal looked over to see a disheveled Twilight Sparkle in the doorway.

"Twily!" cried Shinning.

Shinning galloped over and embraced his sister.

"Flash, please give us time." requested Cadence.

Shinning Armor and Twilight walked over to the throne while Flash left closing the door behind him. Cadence walked down and embraced Twilight.

Sunshine, sunshine, ladybugs awake. Clap your hooves and do a little shake

Cadence and Twilight laughed after their song.

"Twilight, what happened?" asked Shinning.

"It is a long story." answered Twilight.

Twilight mused for a moment.

"Actually, can you two keep me coming here a secret?" asked Twilight.

Shinning Armor and Cadence gave each other a glance.

"Why?" asked Shinning.

"I kind of blew up a bit at everypony." answered Twilight, "I feel pretty guilty."

"If you want, then we'll respect your wishes." replied Shinning.

"How did you do?" asked Cadence worried.

"I lived in the woods for a while making my way here slowly." answered Twilight.

Twilight waited patiently looking at Cadence and Shinning Armor.

"You poor thing. It must have been so hard." said Cadence sorrowfully.

Twilight fought the urge to smirk knowing her lie worked.

"We'll get you a room and you can write to Princess Celestia when you're right." said Shinning Armor.

"I'm sure Aunty is worried sick about you." added Cadence.

"I feel so bad about what I did." sniffled Twilight.

Shinning Armor went over and embraced his sister.

"Twily, I cannot image how hard things have been." said Shinning sympathetically.

"It's all my fault." whimpered Twilight.

Cadence joined Shinning Armor in embracing Twilight.

"Don't say that Twilight." said Cadence.

"I love you so much." said Twilight.

Still embracing Twilight, neither Shinning or Cadence noticed the devilish smirk on her face.

Author's Note

A/N: That's where we'll end this chapter. The conversation with Chrysalis and the general alliance was inspired by a story called "A Somber Year" by Crazybird101. It is on and is a Twilight x Sombra story. I might not support that ship, but the story is really good and I recommend it. Next time, we continue onward as Sombra's plan comes together. Please review.

Chapter 13

Disclaimer: I don't own My Little Pony

The Crystal Empire was enjoying another day of peace and prosperity under Shinning Armor and Cadence. In the palace, the two were seating down for breakfast with Twilight. After their pancakes were delivered (hoping to help Twilight feel at home) they began to eat.

"So, is there anything special going on today?" asked Twilight.

"If looks like the Crystal Empire might be getting the Equestrian Games." answered Shinning happily.

"Oh wow. That's a big honor." replied Twilight, with mock interest.

"It is, but we have a lot of work to do." said Cadence.

"I'm going to personally oversee the athletes and make sure they're in top shape." said Shinning.

"Good, but there's so much to do to prepare the empire." noted Cadence.

A thought came to Twilight's mind.

"I can help." said Twilight.

Shinning and Cadence shared a concerned glance.

"Are you sure Twily?" asked Shinning.

"With all you've been through, we don't want you overwork yourself." added Cadence.

"Working could help me take my mind off things." answered Twilight.

"If you say so." replied Cadence.

"Thanks so much Twily. You'll be a big help." said Shinning.

"It's no problem BBBFF." said Twilight.

"We have to get started right away. Ms. Harshwhinny is notorious for being very stringent." said Cadence.

"You two go ahead and do what you must. I will run things around here." stated Twilight.

"Thanks Twily, you're the best." said Shinning.

"You're a real life savor." said cadence.

"It's nothing." said Twilight, waving her hoof.

The two royal finished their breakfast then took off.

"Those two idiots made this too easy." said Twilight, grinning.

Twilight leaned back and finished eating. She trotted off and quickly began using her new found power to completely undermine their defenses. She scattered defenses under the name of "covering all our bases" and because they had to move immediately, they had no time to discuss and had no way of knowing the capital would be utterly defenseless. Naturally, she maintained a small core of soldiers not to draw suspicion. By the end of the night, a confident Twilight trotted down the hallway with a satchel bag. She met with a white pegaus guard dressed in full armor.

"Does anypony suspect your true identity?" asked Twilight.

"No. My identity as a Changeling is still a secret." answered the "guard" confident.

"Quiet. You don't want anypony hearing you." replied Twilight strongly.

The Changeling was taken aback, not pleased an outsider was ordering it around.

"How is the situation?" asked Twilight.

"Excellent. We've successfully infiltrated the Royal Guard and Imperial Army with no suspicion." answered the Changeling.

"Good. Once the assault beings, you are too attack the non - Changeling members. Their forces will collapse and we should take over." explained Twilight.

Twilight used her magic to open her bag and handed a map and detailed notes to the Changeling.

"Take these." said Twilight.

The Changeling started looking over the items Twilight gave them.

"Those are not for your eyes." said Twilight angrily.

The Changeling let out an annoyed snarl.

"I would refrain from taking such attitude against me." said Twilight in a condescending manner.

"I only answer to my Queen." replied the Changeling.

The two stared each other down with neither cracking.

"I've scattered their forces as best I could. That map shows the locations I sent them." said Twilight.

"The Queen will be pleased with that." admitted the Changeling.

"I expect a counterrevolution following our coup." noted Twilight.

"That won't be surprising." admitted the Changeling.

"The other papers explain important information." added Twilight.

"I get off soon. I will send them as soon as I do." replied the Changeling.

"Be sure you do." said Twilight, trotting off.

In Ponyville, it was business as usual for the time being. The memorial for Twilight Sparkle had grown and ponies contributed as best they could. At her residence, Rainbow Dash was enjoying her next nap. She had carried out her job and wanted nothing more than a nap. However, a knock on the door interrupted her. Rainbow grunted and left her room to answer the door. She found her marefriend Fluttershy there.

"Um, hello Rainbow, can I come in?" asked Fluttershy.

"Sure Flutters." answered a surprised Rainbow.

Fluttershy entered and Rainbow closed the door behind her. The two then made their way back to Rainbow's bedroom.

"What's up?" asked Rainbow.

"I wanted to see how you where doing." answered Fluttershy.

"I'm fine. I was just taking a nap." replied Rainbow nonchalant.

"I meant about Twilight." said Fluttershy.

Rainbow winced slightly at this.

"I'm good Flutters." said Rainbow.

"You don't seem fine." noted Fluttershy.

Rainbow let out a long sigh.

"Look Fluttershy, I'm fine okay. I just don't want to talk about this." said Rainbow.

"But our friend is gone." noted Fluttershy surprised.

"I know and it sucks, but you can't cry forever." shrugged Rainbow.

Fluttershy gasped surprised at this.

"Rainbow!" cried the meek pegasus.

"I am being realistic." said Rainbow

"You don't think she's...dead...do you?" asked Fluttershy, worried by the answer.

Rainbow smirked and shook her head.

"Twilight isn't strong, but she's an egghead. She'll find a way to survive." answered Rainbow.

Fluttershy let out a relieved sigh at this.

"I'm glad to hear that." said Fluttershy.

"Twilight would find a way to survive..without us." said Rainbow sadly.

Fluttershy winced slightly at this.

"What do you mean by that?" asked the shy pegasus.

"Twilight can survive." answered Rainbow.

"Rainbow, the way you said that...sounded like Twilight ran away from us." said Fluttershy.

"She did take off." shrugged Rainbow.

"That is true." admitted Fluttershy.

"Twilight left us. We tried to help her help her and she ditched us." said Rainbow bitterly.

"I know you represent the Element of Loyalty..." began Fluttershy.

"Exactly! I can't stand it when somepony ditches their friends! That's exactly what Twilight did!" snapped Rainbow.

Fluttershy wrapped her leg around Rainbow.

"I know we're all shaken up about what happened with Twilight." said Fluttershy.

Rainbow let out an annoyed sigh.

"She didn't need to ditch us." huffed Rainbow.

"I know you must be hurting..." said Fluttershy.

"I'm not hurting!" screamed Rainbow.

"You're getting emotional." noted Fluttershy.

"Whatever." huffed Rainbow, turning her head.

"Rainbow, I know losing somepony close to you is hard, but you can't blame Twilight." said Fluttershy.

"I can't lose Twilight." said Rainbow, biting her lower lip.

Fluttershy embraced her marefriend.

"I don't want to lose Twilight!" sobbed Rainbow.

"That's it. Let it all out." said Fluttershy.

Rainbow sobbed for a few minutes until she finally finished.

"Do you feel better?" asked Fluttershy.

"Yeah." answered Rainbow, with a sniffle.

Tank waddled over and rubbed Rainbow with his head.

"Thanks Tank." said Rainbow.

Meanwhile, Celestia was seated on her throne as Day Court went on as normal. That is, until a brown Earth pony royal guard member walked into the throne room. she ended Day Court earlier. The royal guard member confirmed why he was here and left. Moments later, Spitfire walked in and bowed before Celestia.

"We have returned, your highness." said Spitfire.

"Did you find Twilight?" asked Celestia.

"No ma'am. We searched the Badlands with no result." answered Spitfire regretful.

Celestia let out a sigh.

"Our search was hindered by Dragon Lord Torch." noted Spitfire.

"I am not surprised." replied Celestia.

"He was resistant to our presence in the Badlands and we had to have a dragon escort the entire time." explained Spitfire.

"First we couldn't find her in the Hayseed Swamp, then we couldn't find her in the Macintosh Mountains, then we couldn't find her San Palomino Desert and now we couldn't find her in the Badlands." said Celestia.

"That just means we've narrowed down the places she is." said Spitfire, trying to be optimistic.

"You are right! Me mustn't give up!" declared Celestia

"Is it safe to assume the Everfree Forest has been explored?" asked Spitfire.

"Yes. We combed it high and low." answered Celestia.

"I see." mused Spitfire.

"They even had Zecora search through it with them." added Celestia.

Spitfire raised her eyebrow.

"Who is Zecora, your majesty?" asked Spitfire.

"A zebra who lives in the Everfree Forest." answered Celestia.

Spitefire bit her lip for a moment.

"I see." said the Wonderbolts' Captain apprehensive.

"We can trust her. Even if she lives the Everefree Forest." said Celestia reassuringly.

"If you say so." replied Spitfire.

Celestia closed her eyes for a moment.

"Please rest for the night. You must be tired." said the Princess.

"Yes ma'am." said Spitfire, saluting.

Days passed with nothing exciting happening. In the Crystal Empire, it seemed like just another average day. However, this changed as a dark cloud began closing in. The citizens gathered and began murmuring among themselves. Everypony seemed concerned and once they heard a familiar chuckle, the all panicked.

"It's Sombra!" cried one of the Crystal Empire.

The ponies began running around screaming as word quickly spread. At the palace, a red unicorn dressed in armor quickly rallied his ponies armed with spears. Strong Shield was the Captain of the Royal Guard selected by Shinning Armor.

"Ready men! We have to be ready to die here!" cried Strong Shield.

The Royal Guard all cheered.

"Such a foolish ideal." cooed a female voice.

The guards turned to see Queen Chrysalis land before them.

"Fire!" cried Strong Shield.

Moments later, the sound of piercing flesh and an anguished groan followed. One of the other royal guard members had killed another with a spear through his throat.

"What are you doing?!" exclaimed Strong Shield.

The guard laughed before revealing himself to be a Changeling.

"No!" cried Strong Shield.

A number of other guard began turned on their comrades killing them.

"It appears your forces have been infiltrated." cooed Chrysalis.

"It can't be." said Strong Shield horrified.

Strong Shield fired a blast of magic at Chrysalis, but she easily blocked it with a shield.

"You have to give it more than that." said Chrysalis.

Strong Shield fired another magic blast at Chrysalis, but the Changeling Queen easily cut through it with her only magic. Chrysalis' magic cut through Strong Shield's. Strong Shield was hit by the magic which shattered his armor sending shrapnel into his body. Strong Shield suffered major internal injuries and his ribs punctured his lungs.

"I'm sorry your majesties...I failed you." said Strong Shield weakly, before dying.

Chrysalis let out a laugh at this. Luckily, Flash Sentry escaped and told the royal what was occurring.

"Where is Twily?" asked Shinning freaking out.

"I don't know. We have to get to the Crystal Heart too." noted Cadence.

Shinning took a deep breath.

"Cadence, go hold back Chrysalis, Flash go find Twily and I will get the Crystal Heart." said Shinning.

"Yes your majesty!" cried Flash.

"Be safe Shiny." said Cadence worried.

"You too." replied Shinning.

The three split up and Shinning raced to the Crystal Heart. It wasn't long until he arrived seeing a familiar face.

"Twily!" cried Shinning happily.

Twilight stood by the Crystal Heart with her head down.

"Hello brother." said Twilight stoic.

"Twily, what's wrong?" asked Shinning.

Shinning began trotting over to his sister, but a blast of magic from Twilight's horn hit the ground near Shinning.

"That was a warning." said Twilight, with malice in her voice.

"Twilight, what's going on?" asked Shinning shaking.

"I am serving my master." answered Twilight.

"You're master?" asked Shinning.

Twilight raised head revealing her irises where yellow.

"King Sombra." answered Twilight.

Author's Note

A/N: There is chapter thirteen finished. I don't know what I'm going to do because of the hiatus so this story might go on hiatus its self soon. Next time, the Battle for the Crystal Empire. Please review.

Chapter 14

Disclaimer: I don't own My Little Pony

Shinning Armor stood in horror. Had he heard his little sister correctly? Had she just declared King Sombra as her master?

"Twily, are you feeling okay?" asked Shinning Armor.

Twilight let out a sinister laugh.

"Oh, I feel just peachy brother." answered Twilight, with a malevolent smile on her face.

Shinning Armor began walking to twilight, only for her to shoot another blast of magic.

"I warned you Shinning." said Twilight, with venom in her voice.

Shinning posed for a moment then used his magic to teleport next to the Crystal Heart. But, as he arrived Shinning was met with a blast of magic from Twilight which sent him cashing into a wall.

"You'll have to do better than that." said Twilight cocky.

Shinning got back to his hooves.

"I am not going to fight you." said Shinning.

"Awe. That's just a disappointment." said Twilight, with mock disappointment.

Twilight fired another magic blast, but Shinning Armor used his magic to teleport away. The magic blew a hole in the wall while Shinning returned to where he had first stood.

"What the hell is going on?!" exclaimed Shinning.

"For years, I was a pawn of Celestia. She wanted to control the most powerful unicorns in Equestria to make sure there was no threat to her power. She realized I was a threat so she sent me to that backwards shithole Ponyville. Master opened my eyes and now I will die for him." explained Twilight.

"You know that's not true Twilight." replied Shinning.

"Spare me!" snapped twilight.

Shinning flinched at this.

"You and Cadence are no better. You used us to steal the throne from Sombra after Celestia and Luna banished him." said Twilight bitterly.

Twilight fired another magic blast, but it missed as Shinning used his magic to teleport a few feet away.

"Stop running you coward!" cried Twilight.

Twilight fired another magical blast, but Shinning again used his magic to teleport away.

"I already said I won't fight you Twily!" cried Shinning.

"Too bad, because you'r going to whether you like it or not!" declared Twilight.

Twilight fired a beam of magic, but Shinning used his magic to avoid it.

"Twilight listen to me!" pleaded Shinning.

Twilight fired another beam of magic, but Shinning again avoided it with his magic.

"What would mom and dad if they saw you?" asked Shinning.

"I don't give a fuck." answered Twilight.

Twilight fired another beam of magic, but Shinning blocked it with his shield.

"Wow. I'm really impressed. You're so strong." said Twilight sarcastically.

"What would Cadence say if she saw you like this?" asked Shinning.

"Again. I don't give a fuck." answered Twilight.

"This isn't you." said Shinning pleading.

"Oh really now." mused Twilight entertained.

"You've been brainwashed by Sombra!" cried Shinning.

Twilight let out a bone chilling laugh.

"No. I've been freed by my master. Unlike you bastards, he understands my power and ants me to reach my full potential." stated Twilight coldly.

Twilight fired another beam of magic, but Shinning again blocked it with a magic shield.

"I'm holding back." stated Twilight.

"I figured." sighed Shinning.

"Fight me!" demanded Twilight.

"Never." said Shinning dedicated.

Twilight let out an angered growl.

"Then I'l make you." said Twilight.

Twilight turned to face the Crystal Heart.

"Fight me or I'l shattered this stupid heart and master will arrive." said Twilight.

Shinning thought a moment before wincing. He knew he had put the ponies of the Crystal Empire first.

"I'll fight you Twilight." said Shinning defeated.

Meanwhile, the battled raged outside. The Crystal ponies had barricaded themselves in their homes and watched worried as the fighting occurred. The Crystal Imperial Army had collapsed due to the Changeling infiltration and the thus the Changeling forces were easily able to route their forces. Aided by comrades already inside, the Changelings had already gotten into the palace. Cadence began fighting the back until a familiar laugh got her attention.

"Princess Mi Amore Cadenza. It's been too long." said the Changeling Queen.

"Chrysalis." said Cadence seething.

"Why are you helping Sombra?" asked Cadence demanding.

"I see no reason to disclose that information." answered Chrysalis.

"Chrysalis, I will not allow you to aid in enslaving the Crystal Empire once more!" declared Cadence.

Cadence fired a magic blast at Chrysalis, but the Changeling Queen easily blocked it with a shield.

"I defeated Celestia, what hope do you have?" asked Chrysalis.

"Maybe I cannot defeated you, but I must do my best." answered Cadence.

Cadence fired another magic beam at Chrysalis, but she flew into the air.

"You pest!" snapped Chrysalis.

Chrysalis fired a beam of magic herself, but Cadence used her magic to teleport. Cadence then appeared in front of Chrysalis.

Cadence fired a beam of magic at her, but Chrysalis dodged it. The magic flew off before finally crashing into the ground.

"So close." said Chrysalis.

Chrysalis fired a beam of magic herself. Cadence used her magic to teleport away, but realized the magic was headed for the palace.

"No!" cried Cadence.

Cadence used her magic to teleport again in front of the palace. She threw up a shield and blocked the attack.

"As long as Chrysalis is targeting the palace, I stray too far." thought Cadence worried.

Chrysalis fired a rapid beam of magic but, Cadence blocked them all with her magic shield.

"Getting tired yet?" asked Chrysalis smirking.

"No." answered Cadence.

Chrysalis let out a hearty laugh.

"You will be." vowed the Changeling Queen.

Chrysalis flew high into the say and fired a blast of magic. Cadence quickly used her magic to teleport away as the magic hit the ground causing a crater.

"You've left yourself open." said Chrysalis.

Cadence fired a blast of magic, but Chrysalis fired a blast of magic herself. They collided causing an explosion.

"Darn." said Cadence coughing.

Suddenly, another beam of magic cut through the smoke and hit Cadence. It sent her crashing into the palace.

"You were saying?" asked Chrysalis, smiling.

Chrysalis too aim to fire again, but as the smoke cleared Cadence was gone.

"Where did she go?!" asked Chrysalis concerned.

Chrysalis looked around but, she couldn't find Cadence anywhere.

"Up here!" called Cadence.

Cadence fired another blast of magic, and hit Chrysalis who was sent crashing into the ground. Cadence then landed in front of Chrysalis.

"Surrender." demanded Cadence.

Chrysalis only let out a laugh at this.

"You are a fool if you think I will give up that easily." huffed Chrysalis.

Chryalis was quickly engulfed in a by a shield of magic which exploded sending Cadence flying.

"Your majesty!" cried Flash Sentry.

The guard came over to aid his Princess.

"I'm fine. Keep fighting." ordered Cadence.

Several Changelings charged at them, but were cut off by Flash.

"How precious." said Chrysalis sarcastically.

Chrysalis fired a blast of magic at Cadence, but she took off into the sky. Chrysalis was right behind her. Before they could do anything, a loud explosion was heard and they saw smoke bellowing out of the palace.

"It seems like Sombra's pupil has dealt with your husband." cooed Chrysalis.

Several pegasus guards quickly flew over to Cadence's side.

"Hold of Chrysalis while I help Shinning Armor." said Cadence, taking off.

"Yes ma'am!" cried the guards.

"Show me what you have." requested Chrysalis eagerly.

Cadence flew back to the palace and landed. She raced off looking desperately for Shinning Armor. Cadence raced to where the smoke came from and began to call his name desperately. Cadence burst in and was horrified what she saw: Shinning Armor was picking himself off the ground covered in fresh bruises and with blood trickling out of his mouth. However, the thing that truly horrified Cadence was who the attacker was.

"Twilight." said Cadence weakly.

Twilight turned and stared at her former babysitter. The first thing Cadence noticed were her irises.

"Hello Cadence. So nice to see you." said Twilight malevolently.

"What? Who? How?" asked Cadence stammering.

Twilight let out a chuckle at this.

"It seems like we have a new playmate dear brother." answered Twilight.

Shinning tried to walk to Cadence, but he collapsed under his own weight.

"She's under Sombra's influence!" cried Shinning.

"Correct." stated Twilight.

"It can't be!" cried Cadence.

"Oh yes." said Twilight, in an eerie tone.

"Twilight - please listen to me..." began Cadence.

"Spare me." said Twilight, rolling her eyes.

Twilight pointed her hoof at Shinning Armor.

"He tried that shit on me and look at him now." said Twilight.

"It's true Cadence." admitted Shinning, lowering his head.

"But..." stammered Cadence.

Shinning Armor slowly raised himself back up.

"We have to fight her." stated Shinning Armor.

"Cadence, we have to fight her." said Shinning.

"How?" asked cadence overwhelmed.

"She'll destroy the Crystal Heart and allow Sombra to return." answered Shinning.

"True." confessed Twilight matter - of - fact.

Cadence closed her eyes and gulped.

"If we must stop you..." began Cadence.

"Look out!" screamed Shinning Armor.

Cadence opened her eyes and saw a blast of magic coming from Twilight. She quickly threw up a shield and blocked it.

"Awe. You blocked it." said Twilight with mock disappointment.

"As I was saying...if we must stop you then so be it." said Cadence.

"Oh good." sighed Twilight.

Twilight pointed her hoof at Shinning Armor.

"He's been total garbage. I can only imagine who shit he's been in bed." said Twilight.

"Knock it off." said Shinning.

"Is Captain Small Cock upset?" asked Twilight.

"His manhood isn't small." answered Cadence.

"Damn, you can't even defend yourself." replied Twilight.

"Twilight, end the petty taunts." demanded Shinning.

Twilight let out a chuckle.

"So, are we going to battle or what?" asked Twilight.

"Yes." answered Shinning.

Shinning fired a blast of magic, but Twilight easily deflected it with a magic shield.

"Boring." yawned Twilight.

Shinning and Cadence both fired a blast of magic, but Twilight used her magic to teleport out of the way. Thus, Shinning and Cadence wound up hitting each other.

"That was brilliant. Way to go." said Twilight sarcastically.

Twilight used her magic to pick Shinning up and toss him into Cadence.

"Strike." said Twilight.

"Are you okay?" asked Shinning.

"Yes." answered Cadence.

The two picked themselves up.

"Well, come on." said Twilight.

"What do we do?" asked Cadence whispering.

"We have to come up with a plan." answered Shinning whispering.

"Come on." said Twilight tapping her hoof.

"Give me a moment to think. I'm the former Captain of the Royal Guard." whispered Shinning.

Shinning thought for a moment.

"We have to double team her. If we work together, we can stop her." whispered Shinning.

"Cut the whispering dammit!" snapped Twilight.

Shinning and Cadence turned toward Twilight.

"We will stop you Twilight." stated Shinning.

Author's Note

A/N: There is where we'll end this chapter. I hope the battling was good because I was a bit worried about it. Next time, the Battle for the Crystal Empire ends. Please review.

Chapter 15

Cadence and Shinning squared off against Twilight having decided to fight her together. However, the two of them knew time wasn't on their side as the Changeling Army was storming the palace.

"I am not waiting all day." huffed Twilight.

Shinning Armor suddenly used his magic to teleport away.

"You're not going to fool me!" cried Twilight.

Shinning landed to the southwest of Twilight.

"Got you!" exclaimed Twilight.

Cadence suddenly fired off a magical blast toward Twilight.

"Oh please." huffed Twilight.

Twilight fired off a magic blast herself which easily intercepted Cadence's. However, a blast of magic from Shinning Armor hit Twilight knocking her to the ground.

"Cowards!" cried Twilight.

Twilight turned to Shinning, but was forced to teleport away by a blast of magic from Cadence.

"Damn." swore Twilight.

Shinning quickly fired a blast of magic at Twilight and she had to teleport away again. This happened several times over.

"Enough!" screamed Twilight.

Twilight threw up a shield and blocked both attacks.

"Do you two idiots think I'm not able to deal with a two-pronged attack?" asked Twilight, almost offended.

Cadence and Shinning Armor shared a glance.

"I'm sorry Twily." said Shinning weakly.

Shinning used his magic to teleport landing by Cadence's side. The two fired a combined attack at Twilight. Twilight threw up a shield, but the combined attacked broke through her shield and sent Twilight crashing against the wall.

"Oh Twilight." said Cadence sadly.

Shinning began to comfort Cadence when they both heard a maniacal laugh.

"Is that all you have!" laughed Twilight.

Twilight pointed her horn at Shinning who suddenly turned and bucked Cadence.

"Cadence!" exclaimed Shinning.

"Why did you do that?" asked Cadence.

"I was controlling my body." answered Shinning.

"Blood Manipulation Magic!" cried Cadence.

"We have a winner." said Twilight, clapping her hooves.

Twilight began to bend Shinning's limbs with her magic.

"Stop it!" screamed Cadence.

"Give up and I will." relied Twilight confident.

Twilight backed to bending Shinning's limbs, when a orange streak flew by and tackled Twilight to the ground free Shinning.

"Dammit!" cried Twilight.

Flash Sentry got up Cadence raced over to Shinning.

"Why are you here?" asked Shinning.

"Chrysalis killed the other guards and invaded the palace. She's currently seated on your throne." answered Flash.

"Excellent. It looks like Chrysalis does have use." mused Twilight.

"Flash, look after Shinning." ordered Cadence.

Cadence squared down Twilight. Cadence then tried to attack Twilight, but fond herself unable to move.

"You're such an idiot. You're babbling just allowed me to put my Blood Manipulation Spell on you." laughed Twilight, "Did you really think I'd stand her quietly while you morons talked?"

Cadence didn't talk trying to escape the spell.

"Now, how will I kill you?" asked Twilight, "Should I cut off the blood to your heart so you die of heart failure? Maybe I should cut off the blood to your brain and let your go brain dead."

Twilight mused for a moment.

"I've got it! I'll cut the blood to your lungs and let Shinning watch your suffocate!" declared Twilight.

Twilight began doing just this as a desperate Shinning whispered to Flash. Shinning then stood up and charged Twilight.

"Oh please." sighed Twilight.

Twilight dropped Cadence and focused on Shinning. But, he used his magic to teleport away.

"What?!" exclaimed Twilight.

Shinning landed at the nearby window. Flash appeared moments later carrying Cadence.

"Twily, I'm not leaving you." vowed Shinning.

Shinning used his magic to shatter the window. He and Flash then fled.

"Dammit!" cried Twilight.

Twilight turned and used her magic to removed the Crystal Heart.

"Welcome home, Master." said Twilight.

With the Crystal Heart removed, Sombra was able to make his triumphant return to the Crystal Empire. Sombra easily overwhelmed the pro-Shinning/Cadence forces. Sombra quickly re-established his previous dictatorial regime. He enslaved all the subjects immediately opened the crystal mines forcing them to work. Those unable to do so were fed to the Changelings. Sombra placed the Crystal Imperial Army under his control using helmets infused with dark magic making them his unwavering slaves willing to die for him. After this, Sombra sat back on his throne with Twilight by his side.

"I must congratulate you on your victory." said Chrysalis, waling over to the throne.

"I assume you and your children have had your fill." said Sombra.

"Well, my children and still feeding. I feed first." replied Chrysalis.

"I must thank you for assistance." said Sombra.

"Your majesty, she sat on your throne." whispered Twilight.

"So, you sat upon the throne." mused Sombra.

"I kept it warm for you." said Chrysalis.

Sombra thought for a moment.

"I will allow it, but stay of my throne in the future." said Sombra.

"Understood." said Chrysalis.

Chrysalis mused for a moment.

"I will depart now. I must see my children." said Chrysalis.

Chrysalis turned and departed.

"I still do not trust her." said Twilight.

Sombra let out a chuckle.

"I understand Twilight." replied Sombra.

A moment of silence followed suit.

"So, what is next master?" asked Twilight.

"Equestria will never allow my return to stand. So, we will strike first." answered Sombra.

"Excellent. I can finally enact my revenge against Celestia." said Twilight.

"As well as Princess Luna." added Sombra.

"Forget banishment, I am going to kill them." said Twilight seething.

Sombra let out a hearty laugh during this.

"That is perfect." said Sombra.

"After we finish, I want to burn Ponyville to the ground." said Twilight.

"We don't need to wait." replied Sombra.

"Oh. That sounds grand." cooed Twilight.

"I am glad you think so." said Sombra.

"You will be a great ruler there as well." stated Twilight confident.

Sombra simply shook her his head back and forth.

"I have no desire to rule Equestria." replied Sombra.

"I see. We'll just rape Equestria of its resources and enslave the ponies." said Twilight smiling.

"Actually, I had another plan in mind." stated Sombra.

Twilight was genuinely surprised by this.

"What is that master?" asked Twilight.

"I want you to rule Equestria." answered Sombra.

Twilight was taken aback by this.

"But, master..." stammered Twilight.

"You deserve this." said Sombra softly.

"Princess of Equestria." said Twilight amazed.

"No. Queen of Equestria." corrected Sombra.

"Thank you master." replied Twilight.

It was generally a normal day in the Canterlot as the ponies went about their daily business under Celestia's sun. However, the mood quickly soured when a ragtag contingent of refugees from the Crystal Empire arrived. Shinning Armor and Cadence arrived at the palace where word quickly spread. Even Luna was awoken by the noise. Luna joined her sister in the throne room to met Cadence and Shinning Armor. However, neither of the sister were prepared for how battered they were.

"Cadence! Shinning!" exclaimed an horrified Celestia.

The two sisters quickly ran over to the two.

"What has happened?" asked Luna, just as taken back.

"Sombra. He has reclaimed the Crystal Empire." answered Shinning.

"But how?" asked Celestia.

"Wasn't he slain by the Crystal Heart?" asked Luna.

"He must have survived." answered Shinning.

The two alicorn sister could not help but notice how quiet Cadence was.

"It got help." noted Shinning.

The two sisters were surprised to hear this.

"It was Chrysalis." stated Shinning.

"I am not surprised." replied Celestia, shaking her head.

"The Changelings infiltrated the army and killed our own soldiers." explained Shinning.

"I hope they were able to maintain their positions." said Luna.

Shinning sadly shook his head at this.

"They totally collapsed." said Shinning.

Both royal sister shared a glance as they were not surprised, but disappointed.

"Our forces were overwhelmed and they managed to storm the palace." noted Shinning.

"Damn." sighed Luna, allowing a minor profanity to slip.

"Cadence and I might not have survived if not for Flash Sentry." stated Shinning.

"Sombra had another ally." noted Cadence, speaking up.

"Who?" asked Celestia and Luna in unison.

"Twilight." answered Cadence, heart broken.

The two royal princess almost were left speechless by this revelation.

"No. You have to be making some mistake." said Celestia, shaking her head.

"She's not mistaken. Twilight declared Sombra was her "master" before we fought." said Shinning.

"No. That is wrong." replied Celestia.

"If Twilight fell under dark magic than it makes sense." noted Luna.

"What do you mean?" asked Cadence.

"Sombra is a shadow pony and their kind have the ability to manipulate dark magic." answered Luna.

"Sombra proved very talented at this. It was part of the reason he was able to seize control of the Crystal Empire." added Celestia.

"So he was controlling Twilight this whole time." said Shinning horrified.

"It would seem he got to Twilight during your first encounter with Somba." noted Celestia.

"She lied to us the entire time." said Cadence shocked.

"What did Twilight do well in the Crystal Empire?" asked Luna.

Shinning thought for a moment before his eyes widened.

"She offered to help us by running the Crystal Empire while we prepared to try and win the Equestria Games." answered Shinning.

"Come to think of it. Our forces did seem thin during the Changeling invasion." added Cadence.

"Twilight must have diverted forces to ensure a victory." sighed Luna.

"No!" exclaimed Celestia.

The others were stunned and turn their attention to the solar princess.

"Twilight is not following Sombra!" snapped Celestia.

"Sister..." began the lunar princess.

Celestia used her magic to teleport away.

"Just give her time. For now, we must prepare." replied Luna.

"It's very likely Sombra will attack Equestria. Plus, we have forces in the Crystal Empire to help us." said Sombra.

"Excellent." said Luna.

Luna let out a sigh.

"Sister. I hope you are okay." thought Luna.

Back in the Crystal Empire, the tyrannical rule of King Sombra was being forcefully reinstated. Twilight as placed in charge of the making sure this was done. Twilight was currently before her mast giving an update on the situation.

"It is my honor to report that all resistance as in the city vicinity has been quashed." said Twilight beaming.

"Excellent." replied Sombra.

"The mines are open and ready for use." added Twilight.

"I want the mining to begin immediately." ordered Sombra.

"Of course. I have more good news: Chrysalis and her forces have returned to their kingdom." said Twilight.

"You truly do not trust her." noted Sombra.

"You are the only one I trust." replied Twilight.

Sombra let out a laugh at this.

"Oh, is there any news of a counterinsurgency" asked Sombra.

"Not yet master. But, it seems forces loyal to the Equestrian puppet are moving so it should start soon." answered Twilight.

"I trust you can command forces against it." said Sombra.

Deep in the palace, a lone mirror sat idle. Soldiers saw it, but as it was a mirror they took no interest. Alone in the dark room, the mirror suddenly began to glow and a unicorn passed through it.

"I'm back Princess." said Sunset Shimmer, with a sinister smile.

Author's Note

A/N: That's where we'll end this chapter. The armor Sobra's forces are wearing are the ones seen in the first universe from the season five finale. As I said, I have an important announcement: updates will become more sparing because I am starting a new story focusing on Sunset Shimmer. I will alternate between the stories. Next time, Sunset gets thrown into the mix. Please review.

Chapter 16

Sunset Shimmer wandered around palace. She quickly realized this wasn't Canterlot. Her wandering ended when she was confronted by two guards who dragged her to the throne room. A unicorn sat on the throne while a purple unicorn was seated at his foot.

"We found this unicorn wandering the halls." said the guard.

The male unicorn nodded and the guards left.

"What is your name?" asked the male unicorn.

"I am Sunset Shimmer." answered the girl.

Sunset looked at the purple unicorn who was giving her daggers.

"Where am I?" asked Sunset.

"You don't ask questions!"snapped the purple unicorn.

"Settle down Twilight." said the male unicorn.

The male unicorn gave his attention back to Sunset.

"I am King Sombra and this is my Crystal Empire." answered Sombra.

"Crystal Empire." repeated Sunset confused.

"Yes." confirmed Sombra.

"That bitch never mentioned this place to me." said Sunset bitterly.

"Who are referring to?" asked Sombra curious.

"Princess Celestia." answered Sunset.

Twilight quickly jumped to her hooves.

"Tell me how you know that bitch!" demanded the purple unicorn.

The yellow and red unicorn smirked at this.

"I was her former student." noted Sunset.

"She never mentioned a former student." said Twilight seething.

"She never mentioned the Crystal Empire to me." said Sunset.

"I only heard of it when she sent my ass here because she wouldn't get off hers." replied Twilight.

The two female unicorns shared a laugh at this.

"Interesting." thought Sombra.

"What happened to you?" asked Twilight.

"She held me down and when I tried to get around her, she banished me." answered Sunset.

Twilight let out an annoyed sigh.

"She used me like a puppet even overthrowing Master and replacing him with Equestrian puppets." explained Twilight.

"I am not surprised." replied Sunset.

"Luckily, Master released me from my bondage and I allied him in regaining power." said Twilight.

Sombra thought for a moment.

"Being a former student of Celestia must mean you're good with magic." mused Sombra.

"Of course." said Sunset confident.

" How would like to get revenge on her?" asked Sombra.

"I would." answered Sunset.

"Then join us. We will fight Celestia together." said Sombra.

"What is in it for me?" asked Sunset.

"A side from the revenge?" asked Twilight.

"To be Queen of Equestria." answered Sombra.

Twilight's eyes shot open in horror.

"Master! You promised me that!" exclaimed the purple unicorn.

"Celestia and Luna share power so you can as well. Twilight will rule the night and Sunset shall rule the day." explained Sombra.

Twilight sighed and nodded.

"I understand and respect your decision." said Twilight.

"That's fine with me." said Sunset.

"Twilight, please show Sunset around. I'm sure you'll bond." said Sombra.

"Understood." agreed Twilight.

"Okay." shrugged Sunset.

The two unicorns left together.

"Those stupid fools actually think I'm going give them power." chuckled Sombra.

The two unicorns left and talked. Twilight gave Sunset Shimmer an overview of what had gone on from her becoming Celestia's student to taking Sombra regaining control of the Crystal Empire. By the time they were done, the two unicorns reached the Crystal Heart.

"Man, this room really got damaged." noted Sunset.

"My brother and his wife put up a fight." shrugged Twilight.

"Maybe you're not as strong as you think." said Sunset.

Twilight turned and shot her a death glare.

"I was joking." laughed Sunset.

Twilight sighed and rolled her eyes.

"Whatever." replied the purple unicorn.

Twilight thought for a moment.

"Sunset , why did you return to our world?" asked Twilight.

"I wasn't going to be stuck in the shit hole." answered Sunset.

Twilight thought for a moment.

"Sunset, what was it like when you were under Celestia?" asked Twilight.

Sunset snorted at this.

"She acted like a loving mother." answered Sunset.

"But, she held you down fearing your potential." guessed Twilight.

Sunset nodded in affirmation.

"It's sad she has done this before." said Twilight.

"Not surprising." huffed Sunset.

"Of course not." agreed Twilight.

A moment of awkward silence.

"So, tell m about yourself." requested Sunset.

Twilight was surprised by this.

"Why?" asked the lavender unicorn suspiciously.

"I'm curious about you." answered Sunset.

Twilight continued staring at her suspiciously, but she then shrugged it off.

"I lived at a library." began Twilight.

"Do you like books?" asked Sunset.

"Yup.I love reading." answered Twilight.

"I like reading too." said Sunset.

Twilight grinned at this.

"Great. It's so nice to met another intellectual." said Twilight pleased.

"I take it there weren't that many in Ponyville." mused Sunset.

"Only one had some class. The others were a hick, a butch, a social inept and a hyper nutcase!" declared Twilight.

The two unicorns shared a laugh at this.

"It's nice to met you as well." agreed Sunset.

"So, was there anypony like you in the other world?" asked Twilight.

"They were a bunch of bipedal idiots." answered Sunset.

"It feels like we were destined to me." said Twilight.

"I think you might be right." agreed Sunset.

"I'm glad you're here." said Twilight.

"Yeah. I'm glad I'm here too." said Sunset.

Both of the unicorns' eyes shot open.

"I'm falling for Sunset." thought Twilight.

"I'm falling for Twilight." thought Sunset.

The two looked at each other and quickly adverted their eyes.

"Is there anything else you wanted to ask?" asked Twilight nervously.

"No." answered Sunset nervously.

More silence followed this.

"Well then...I let you be." said Twilight.

"Yeah." said Sunset.

The two unicorns parted and took off.

"This is bad." thought both unicorns.

In Canterlot, word of what happened in the Crystal Empire was largely suppressed by the order of Princess Luna. Aside from raising the sun, Princess Celestia had largely abandoned her duties even suspending her day court. Cadence had taken up her daytime duties to make sure Luna could get sleep. On this day, Cadence was preparing to lower the sun when Luna visited her.

"Hello Cadence, did anything of interest occur today?" asked Luna.

"Not." answered Cadence.

"Has word spread of the Crystal Empire?" asked Luna.

"No. It seems we've managed to keep it confined to the Canterlot." answered Cadence.

"So others know." sighed Luna.

"Rumors of something happening there are flying around, but no mention of Twilight." explained Cadence.

"That is good." said Luna relieved.

"Yeah. It hasn't gotten out thanks to censorship." noted Celestia.

"I hope you and Shinning are doing okay." said Luna.

"I'm holding it together." replied Cadence, "Shinning on the other hoof..."

"Considering how close he was, it is no surprise." said Luna.

"He gets out ever now and again, but he spends most of the time in his room."said Cadence sadly.

"You can tell me if something is wrong." said Luna.

"I am fine. I've...accepted it." said Cadence, pain in her voice.

"You don't need to put up a front." stated Luna.

"Who says I am putting up a front?" asked Cadence.

"It is obvious." answered Luna.

Cadence let out a sigh.

"I've never been a good liar." admitted Cadence.

"How are you handling this?" asked Luna.

"It's rough. I've know Twilight since she was a filly so this really hard for me." answered Cadence.

"I could only imagine." replied Luna.

"It's just..." began Cadence, her voice breaking.

Luna wrapped a leg around Cadence.

"Let it out." said Luna.

Cadence began to sob and did so for several minutes.

"Do you feel better?" asked Luna.

"Yes." answered Cadence, sniffling.

"I am glad to hear that." said Luna warmly.

"How is Princess Celestia?" asked Cadence.

"She is not doing well." answered Luna sadly.

"I haven't seen her leave her room." noted Cadence.

"That is because she has not." said Luna.

"We have to get her to go out. It's not healthy to stay cooped up in her room all day." said Cadence worried.

"Agreed, but it won't be easy." said Luna.

"I assume you've tried." mused Cadence.

"Indeed." confirmed Luna.

Luna mused for a moment.

"Didn't you say Shinning was locked away in his room as well?" asked Luna.

"Yes, but he does go out." answered Cadence.

"He also admits Twilight has joined Sombra." sighed Luna.

"Please tell me Celestia is not pretending Twilight hasn't joined Sombra." pleaded Cadence.

"I am afraid so." said Luna.

"I can understand why. I've seen they way they interact." said Cadence.

"Yes. They were very close indeed." said Luna.

"Let me try talking to her." proposed Cadence.

"That would be excellent." replied Luna gratefully.

"I will talk with him later. Hopefully, I can get through to her." sighed Cadence.

"Thank you very much." said Luna.

The two ponies embraced.

"You have truly matured a lot. I know Celestia is proud of you." said Luna.

Author's Note

A/N: There is chapter sixteen. It is a bit shorter, but I didn't want to repeat myself too much. Next time, we continue onward. Please review.

Chapter 17

The city of Canterlot was abuzz with word of clashes in the Crystal Empire trickled down. In the Palace; a military meeting was being held. Princess Luna, Prince Shinning Armor, Princess Cadence and Spitfire were gathered around a circular table.

"It is becoming increasingly impossible to hid the return of Sombra." noted Luna.

"It has spread to Manehattan, Fillydelphia and Las Pegasus." added Shinning Armor.

"The other day I heard Fleetfoot and Soarin talking about it. It seems they weren't the first Wonderbolts outside of myself to know." explained Spitfire.

"We're going to have to make a statement." said Cadence.

"No matter what, we mustn't tell anypony about Twilight." said Luna.

"I see why. Learning Celestia's former student has gone rouge is something we should keep quiet." agreed Spitfire.

"Another student." thought Cadence.

"Twily is more than just a student!" snapped Shinning.

"I understand. I was just making a point." said Spitfire.

"Okay. I just got testy." sighed Shinning.

"It's fine." replied Spitfire.

"We must focus." said Luna.

"I agree with Princess Luna." added Cadence.

"We need to be careful what we say." said Luna.

"Let's not mention the return of Sombra." proposed Cadence.

"That is for the best." agreed Luna.

"We can just say that a threat toppled our regime." said Shinning.

"You said the Changelings took part in the invasion." noted Spitfire.

"We can say they were the main force in the rebellion." said Shinning.

"It's not a lie." sighed Cadence.

"We can just say the Changelings invaded the Crystal Empire and managed to take control." proposed Shinning.

Cadence winced for a moment.

"Okay, we shall do that." agreed Cadence.

The Crystal Princess hung her head momentarily.

"How is auntie?" asked Cadence.

"She is still in denial." answered Luna sadly.

"There has to be something we can do." said Shinning.

"I have tried repeatedly but, when ever Twilight comes up she shuts me down." explained Luna.

"We cannot let this continue. Squad members are talking about her." noted Spitfire.

"What are they saying?" asked Luna worried.

"They're worried but, they're not spreading rumor right now." answered Spitfire.

"The rest of Equestria won't be as tamed." noted Shinning.

"I am aware." sighed Luna.

"That is why it's best we take charge and nip and possible rumors in the bud!" declared Cadence.

"What are we going to say about auntie?" asked Cadence.

Luna pondered for a moment.

"We can just say she is under the weather." answered Luna.

"They...might ask for more details." noted Spitfire.

"We will tell them she is ill." said Luna.

"What is the situation in the Crystal Empire?" asked Shinning.

"It seems that a counterrevolution is in the works." answered Spitfire.

"Who is leading it?" asked Cadence.

"General Swift Arrow." answered Spitfire.

"He's a good general. We can trust him." replied Shinning.

"It seems a war against King Sombra is inevitable." noted Spitfire.

"We will have to focus our full forces against him." said Luna.

"We need auntie." said Cadence.

"I will continue and maybe you could try as well." sighed Luna worried.

"Okay." agreed Shinning and Cadence.

"Oh sister." thought Luna.

In the Crystal Empire, Sombra as working his hardest to maintain his rule. He had the entire city under his thumb, but skirmishes in the outlands where flaring up. They where now seemingly getting more frequent. Twilight and Sunset had studied the situation and were now before Sombra.

"What have you found?" asked Sombra.

"The attacks are indeed connected your majesty." answered Twilight.

"A counterrevolution." noted Sombra irritated.

"Yes. A group claiming to be the "Crystal Liberation Army" is behind these attacks." stated Twilight.

Sunset tried to keep her focus on Sombra, but her eyes kept going over to Twilight.

"Do we know who is their leader?" asked Sombra.

"It appears to be General Swift Arrow." answered Twilight.

"I am not surprised it is him." replied Sombra.

"Has he always been troublesome?" asked Twilight.

"He was." answered Sombra.

Sombra gave Sunset a quick glance.

"Swift Arrow was a good general and was imprisoned with the entire Crystal Empire by the Equestrian Princesses one thousand years ago. He was always loyal, but questioned our conflict with Equestria. As the war went on, he became more dissent." explained Sombra.

"I would have killed him before your return if I knew this." said Twilight.

Sombra simply shook his head.

"That is fine Twilight Sprakle. There is nothing we can do about it now." said Sombra.

Sombra shoot Sunset another look.

"I assume they desire to return the Equestrian puppets." mused Sombra.

"Indeed." affirmed Twilight bitterly.

"Have the Equestrians supported them?" asked Sombra.

"Not yet, but they will." said Twilight.

Twilight gave a quick glaze over to Sunset.

"Is something going on between you two?" asked Sombra.

"No master." answered Twilight.

"I am fine." added Sunset.

"Do not lie to me. You have been distant lately." replied Sombra.

Sunset gulped and thought for a moment.

"Okay. I've been trying to readjust." said Sunset.

"After spending so much time in that other world I could only imagine." said Twilight, seemingly convinced.

Sombra raised an eyebrow clearly not so convinced.

"Tell me Sunset, are you nervous about fighting against Celestia?" asked Sombra.

Sunset rolled her eyes and let out a "pffft" noise.

"I could care less. If anything, I am eager to exact revenge on her." answered Sunset.

Sombra let out a small smirk.

"Good to hear." replied the dark unicorn.

"Tell me what is wrong." requested Sombra.

"I did your highness." replied Sunset.

"No. I want you to tell me what's really wrong." said Sombra.

"But, I did." said Sunset, trying not to panic.

"If i believe you are turning against me, the Crystal Mines would be a merciful punishment." warned Sombra.

Sunset bowed down to her king.

"You can rest assure I am loyal to you." said Sunset.

Sombra let out a chuckle.

"You better be." warned Sombra.

The ruler of the Crystal Empire got up and walked by the two.

"Where are you going master?" asked Twilight cautiously.

"I must set up a meeting with Queen Chrysalis." answered Sombra.

"Of course. Her forces will be essential in securing Equestria." replied Twilight.

"Correct my dear Twilight." said Sombra warmly.

Sombra then shot Sunset a glare.

"Goodbye Master." said Twilight.

"Goodbye your majesty." said Sunset meekly.

Sombra departed and Sunset left herself. The yellow pony went to her room and slammed the door. Twilight Sparkle gave orders for a while before Sombra returned having successfully obtained a meeting with Chrysalis. Twilight left and made her way to Sunset's bedroom. Twilight let out a sigh and knocked on the door.

"Sunset." said Twilight.

A moment of silence followed this.

"Sunset." said Twilight, knocking again.

Again the lavender unicorn was met only with silence.

"Dammit!" snapped Twilight.

The lavender unicorn aimed her horn and used her magic to force the door open.

"What the hell?!" exclaimed Sunset.

"I had to. You were't answering." explained Twilight.

"That was the point." huffed Sunset.

"What's going on?" asked Twilight.

"I already answered that question." answered Sunset annoyed.

"If you're not careful than Master-" began Twilight.

"I don't care!" snapped Sunset.

Twilight gasped and staggered backwards.

"How can you say such a thing?" asked Twilight horrified.

"Because I mean it." answered Sunset.

A moment of silence followed this.

"This isn't going to solve anything." sighed Twilight.

"Glad you finally figured that out." huffed Sunset.

"I'm going to go." began Twilight.

"Fine." interrupted Sunset.

"Before I go, I want to say one thing." continued Twilight.

"What?" asked Sunset.

"When you're ready to talk, just fine me." answered Twilight.

"Okay." replied Sunset softly.

The mood in Ponyville had generally improved. While citizens still hoped for Twilight to return they were carrying on with their lives. However, her five closest friends and one baby dragon couldn't move on. They all made an agreement to week every at Golden Oaks Library. All of them where there in the first floor of the Golden Oaks Library - save one.

"Darn, where the hay is Rainbow?" asked Apple Jack annoyed.

"I am not sure, but she is running quite later." answered Rarity.

Suddenly, the door flew open and the cyan pegasus flew in.

"Sorry I'm late." said Rainbow.

Rainbow shut the door behind her.

"Where were you?" asked Apple Jack.

"We've been waiting a really long time." added Pinkie.

'"Sorry. I was spending time with Scootaloo." answered Rainbow.

Rainbow used her right wing to rub the back of her head.

The apple farmer let out a sigh.

"That is sweet Rainbow." said Apple Jack.

"So um...what do we talk about?" asked Fluttershy.

"I know!" answered Pinkie, hoping up and down.

"Please tell us darling." requested Rarity.

"We could talk about the Crystal Empire." answered Pinkie.

"I heard Cadence and Shinning Armor where spotted in Canterlot." noted Spike solemn.

"Yeah. That rumor is running around Wonderbolts Academy too." added Rainbow.

"You...don't think Twilight is caught up in this?" asked Fluttershy nervous.

The ponies all stared at each other uneasy.

"I..." began Rarity.

Before she could finish, the fashionista noticed Spike shaking.

"I am certain that Twilight would never be caught in such unsavory affairs." said Rarity.

Spike let out a sigh seemingly content.

"There where do you think she is?" asked Pinkie.

The ponies and baby dragon gave each other uncertain looks.

"Where ever she is I am certain she is fine. This is Twilight we're talking about." said Rarity.

The others quickly agreed with this.

"No matter what, I can't shake the feelin' that something is coming." said Apple Jack concerned.

"What makes you say that?" asked Fluttershy worried.

"A bad feeling." answered Apple Jack.

Author's Note

A/N: That's where we'll end this here. Next time, we continue onward with the story. Please review.

Chapter 18

Princess Celestia sat on her throne overlooking papers. The sun princess had made a discovery the day before which she was very excited about. As she finished, the doors to the throne room swung open and the a unicorn marched in.

"Hello Sunset Shimmer." said Celestia warmly.

"Save the formalities." replied Sunset seething.

Sunset had her saddlebag on her side holding her personal journal.

Celestia was taken aback by the harsh tone.

"Princess, how long have I been here?" asked Sunset.

Celestia took a moment to think this over.

"It has been quite a while now. I am afraid I have lost track of the exact time." answered Celestia.

"Then why have you held me back?" asked Sunset.

"I have done no such thing." answered Celestia.

"You have held back my studies..." began Sunset.

"I am teaching you at the pace I believe best suits you." replied Celestia.

"I am ready for more advanced spells!" snapped Sunset.

Celestia thought for a moment.

"Is this about the mirror?" asked Celestia.

"That is only a part of it." answered Sunset.

"Not even I use that mirror. I am not keeping only your away." explained Celestia.

"Are the rumors true?" asked Sunset bitterly.

"I am afraid you need to be more specific." answered Celestia.

"I heard guards talking about "another pupil" earlier." stated Sunset, venom in her words.

"Yes. Her name is Twilight Sparkle and she was study with you in a few days." confirmed Celestia.

"I will not share my position!" screamed Sunset at the top of her lungs

"Sunset Shimmer, please stop this." requested Celestia.

Sunset merely began to laugh maniacally. A black aura began to surround her horn.

"You been studying dark magic!" gasped Celestia in horror.

"Since you where holding me back, I took the incentive." said Sunset.

Sunset cast a spell and trapped Celestia in a sphere of dark magic.

"There is a new Queen of Equestria." said Sunset confidently.

However, the sphere of dark magic was shattered by a light flash.

"I am afraid that simple spell will not be sufficient." stated Celestia.

Sunset smirked and shot a beam of dark magic which encased the door. Moments later, frantic hoofsteps could be heard.

"Princess!" cried a guard.

"Now nopony can interrupt us." said Sunset.

Sunset aimed her horn at Celestia. The princess braced herself, but nothing came.

"What is she doing?" asked Celestia to herself.

The answer came when Celestia felt her limbs pull apart.

"The Blood Manipulation Spell!" exclaimed Celestia.

"Correct. I've mastered the Blood Manipulation Spell all by myself." gloated Sunset.

"You've broken one of the greatest taboos!" cried Celestia.

"I don't care!" spat Sunset.

"Not even Sombra could master that spell." thought Celestia.

"So, what do you think of my progress, Princess?" asked Sunset smirking.

"Please stop this. You can come back. Please don't throw everything away." begged Celestia.

"How pathetic." spat Sunset.

Suddeny, Sunset felt her own body tighten up. Celestia landed on all four limbs in total control.

"You're using the Blood Manipulation Spell on me!" exclaimed Sunset.

Celestia discontinued the spell freeing Sunset.

"I did not want to do that." said Celestia regretfully.

Sunset fired a beam of magic and Celestia had to do the same. The two beams collied and Sunset's began to overtake Celestia's.

"How weak." scoffed Sunset.

Sunset looked over expecting a look of fear on Celestia's face, but saw a look of remorse instead. Then it hit Sunset.

"She's holding back." said Sunset in fear.

Celestia unleashed her full power and overcame the magic of Sunset. Celestia's magic hit Sunset who crashed against the wall. As she fell to the floor, the spell she case on the door broke and guards rushed in.

"You're majesty, what is going on?" asked one of the guards.

"Sunset Shimmer attempted to assassinate me and seize the throne." answered Celestia sadly.

"We'll take her to the dungeon." stated the guard.

Celestia didn't say a word.

"Your majesty, the traditional punishment for these crimes in execution." noted the guard.

Celestia remained speechless.

"I will not let it end here." said Sunset.

The guards surrounded Sunset, but she teleported away in a flash of light.

"Find her!" cried the guard.

"I know where she will go." stated Celestia.

Sunset landed just feet from the mirror. She picked herself up, but her body hurt from colliding with the wall.

"Damn." cursed Sunset.

Sunset walked to the mirror and stood in front of it when the doors flung open.

"Sunset Shimmer wait!" exclaimed Celestia.

A spiteful Sunset Shimmer turned around to face her former mentor.

"Goodbye Princess." said Sunset smirking.

Sunset Shimmer turned and quickly jumped through the mirror portal to a destination unknown.

"Not again." said Celestia, tears forming in her eyes.

The guards quickly caught up with Princess Celestia.

"Have you found Sunset?" asked one of the guards.

"She went through the portal. I am afraid she is gone now." answered Celestia.

"Ma'am, what should we do about Sunset's pet phoenix Philomena?" asked guard.

"She hatched Philomena from an egg and raised her. Philomena is too used to ponies and couldn't survive in the wild. I will raise her now." answered Celestia.

"Wise as always." replied the guard.

"Prepare for the arrival of Twilight Sparkle. She will stay at the library in Canterlot with Spike." stated Celestia.

"Yes ma'am!" cried the guards.

"I was hoping she and Sunset would be roommates. " thought Celestia.

The guards left and Celestia took one finally look at the mirror.

"Take care Sunset Shimmer. I hope we shall me again one day." said Celestia sadly.

Back in present day, Celestia paced through the hallways of the palace. It was almost time for her to raise the sun and she was on he way to relief her sister so she could sleep. She reached Luna standing on the balcony, but her mind was clearly elsewhere.

"Are you still worried about Twilight my dear sister?" asked Luna.

"Yes." answered Celestia.

Celestia adverted her gaze which tipped off Luna.

"What else is wrong?" asked Luna.

"Nothing." answered Celestia.

"Please do not lie to me sister." requested Luna.

"I had a dream about...her." confessed Celestia.

"Twilight?" asked Luna.

"No." answered Celestia.

"Then tell me who?" asked Luna.

Celestia couldn't face her sister.

"Sunset Shimmer." answered Celestia softly.

"Please speak up." said Luna.

"Sunset Shimmer!" cried Celestia.

"That dream has shaken you." noted Luna.

Celestia blinked in surprise.

"You knew?" asked Celestia stunned.

"Of course. I have dominion over dreams." answered Luna.

"Then why..." began Celestia.

"You can not runaway from this." explained Luna.

"First I failed Sunset and now I failed Twilight. I am a horrible teacher" said Celestia sadly.

"That is not true. Please do not beat yourself up sister." said Luna comforting.

"Oh Luna, I failed you as well." sighed Celestia, tears building in her eyes.

"I allowed my own jealous to overwhelm me. You are not to blame." replied Luna.

Luna wiped the tears from her sister's eyes.

"I will raise the sun." said Celestia.

"Will you be okay?" asked Luna.

"Yes." answered Celestia.

Luna lowered the moon then walked into the palace while Celestia raised the sun. As she walked, a scout approached Luna urgently.

"Your majesty, we have vital news." said the scout.

The scout passed his information to the princess whose eyes became wide as saucers.

"For now let us keep this mum. I don't think Celestia can handle now she has returned as well." said Luna worried.

In a cave outside the capital of the Crystal Empire, a group of stallions had gathered. The Free Crystal Army was the resistance group dedicated to returning Princess Cadence and Prince Shining Armor to power. An old brown Earth Pony stallion and black hair with a dagger as his cutie mark stood in the center. General Rusty Dagger had never pictured he would be here. Suddenly, a scout returned.

"What is our group motto?" asked Rusty Dagger.

"For our homeland we shall remove the usurper and restore Princess Cadence and Prince Shining Armor to power. Praise the Crystal Heart." answered the scout.

Rusty Dagger sighed in relief knowing this was correct. He had created this motto to prevent another Changeling infiltration.

"Report." ordered Rusty Dagger.

Sombra has built a cult of personality around himself. He destroyed the statue of Spike the Brave and Glorious replacing it was a statue of himself. He had put portraits of himself all over including a massive one outside the palace." said the scout.

"Also, it appears there might be another Equestrian unicorn with him now. Rumors claim she is quite powerful." noted the scout.

"I see." mushed Rusty Dagger.

The general let out a long and worried sigh.

"They'll be coming for us soon." noted Rusty Dagger gravely.

In the Crystal Empire, a unicorn paced back and forth in room. Sunset Shimmer was very nervous as she paced, her mind was buzzing. Like Twilight, she was given a former guest room for her new residence. Sombra reclaimed the royal bedroom as his own. As she paed, the door opened as Twilight Sparkler entered. The lavender unicorn shut he door behind her.

"Sunset, what did you want to talk about?" asked Twilight.

"I was hope you could tell me a little about what's been going on since I left." answered Sunset.

"Of course. You where that bitch's pupil too." noted Twilight irked.

Sunset knew she was irked at Celestia not her, but couldn't help but notice Twilight seemed cute. Luckily for her Twilight felt the same.

"She took me under her command and promised to help me hone my magic..." began Twilight.

"But, she only held you back." said Sunset.

"Exactly. I can only help but wonder how many unicorns she's sabotaged." replied Twilight.

"Who knows." sighed Sunset.

"She sent me to his backwoods, Podunk town called Ponyville and I actually bought the bullshit about learning "the magic of friendship" she fed me." continued Twilight.

Twilight stopped for a moment.

"I made "friends" there too. I wouldn't be surprised if they where informants for Celestia." said Twilight.

"I wouldn't put it past her." shrugged Sunset.

"They where a probably inbred hick earth pony, an arrogant bitch pegasus, a stuck up snob unicorn who tried to use me for my Canterlot connections, a pathetic pegasus who is afraid of her own shadow and an obnoxious earth pony who drove me crazy. Plus, my baby dragon servant Spike." explained Twilight.

"How did you get a baby dragon servant?" asked Sunset shocked.

"I hatched him." answered Twilight.

"I hatched a phoenix." noted Sunset.

"Anyway, Nightmare Moon returned actually being Princess Luna and we stopped her. She was Celestia's first victim." said Twilight.

"I thought that was an old mares' tale." confessed Sunset.

"Then Discord escaped and we beat him. After that, Queen Chrysalis impersonated Cadence and almost married my brother, but I had to stop her too." said Twilight, wishing she aided the Changeling.

"I knew Cadence back when I was Celestia's pupil. She was too cheery for me. I couldn't stand her." stated Sunset.

"Her and my brother fooled me too. I knew something was wrong but, nopony would believe me! Not even Celestia! Then I forgave them!" cried Twilight indignant.

"It's not your fault." said Sunset.

The two unicorns shared an almost intimate glance before an awkward feeling set in.

"Anyway, we defeated Sombra after the Crystal Empire returned then Shining Armor and Cadence were placed as the figurehead. Fortunately, Master Sombra showed me the truth and when Celestia tried to use Discord against me that was the final straw." explained Twilight.

The lavender unicorn bore a devious smirk on her face.

"Then I helped Sombra regain power." concluded Twilight proudly.

"Wow. That is impressive." admitted Sunset.

"What about you?" asked Twilight.

"I hatched a phoenix egg and became Celestia's pupil. She held me back so I studied dark magic myself." answered Sunset proudly.

"What was the strongest spell you mastered?" asked Twilight curious.

"The Blood Maniupulation Spell." answered Sunset.

"I mastered that too." confirmed Twilight.

A flashback suddenly hit Sunset Shimmer.

"Yes. Her name is Twilight Sparkle and she was study with you in a few days." confirmed Celestia.

"Sunset, is something wrong?" asked Twilight.

Sunset stepped back a bit and shook her head.

"I am fine." answered Sunset.

Outside the room a cloud of black magic had been observing the meeting. It returned to the throne and Sombra took his form.

"So they've mastered the Blood Manipulation Spell." mused Sombra concerned.

Author's Note

A/N: So there is this chapter finished. I know there was an IWD comic called "The Fall of Sunset Shimmer" but, the comics aren't canon to the TV series. Next time, the Crystal Empire fights the anti - Sombra rebels. Please review.

Chapter 19

Disclaimer: I don't own My Little Pony

The Crystal Empire was cloaked in the darkness of the night sky. A stallion white pegasus with a sword as his cutie mark landed just outside the city. This pegasus was a scout who was meeting with an informant. He had been promised vital information and was eager to get it.

"Hail Princess Cadence and Prince Shining Armor." said the scout.

A blue earth pony came out looking around. He had a shove as his cutie mark.

"We need to be careful. We might be being watched." whispered the earth pony.

"What is your name?" asked the scout.

"I cannot give it to you. That is too risky." answered the earth pony.

"What information do you have for me?" asked the scout.

"Sombra has died." answered the earth pony.

"Really?" asked the scout surprised.

"Yes.

"Excellent." said the scout excited.

The scout almost rushed off, but he had to keep himself calm.

"What about his subordinates?" asked the scout.

"Twilight Sparkle and Sunset Shimmer are fighting over who will succeed him. A civil war seems possible." answered the earth pony.

"Not if we strike first." mused the scout.

"If you attack soon, a restoration is possible." said the earth pony.

The scout nodded his head in agreement.

"Thank you." said the earth pony.

The pegasus turned and took off.

"That went well." said the earth pony.

Kevin (the Friendly Changeling) reverted back to his natural Changeling form.

"I guess I should let them now it work." sighed Kevin guilty.

The pegasus had returned and fed Rusty Dagger the false information Kevin had given. Rusty Dagger quickly planned an invasion of the Crystal Empire hoping to broadcast Sombra's "death" to garner support. Sunset and Twilight would be arrested while Equestrian support would quickly been sought after to prevent the (inevitable) Changeling assault. As the sun rose, Rusty Dagger and his forces arrived at the Crystal Empire.

"What's going on?" asked Amber Waves.

Rusty Dagger led his forces to the entrance of the city.

"Attention Crystal Empire citizens! Sombra is dead!" declared Rusty Dagger.

The crystal ponies began to murmur among themselves.

"We have come to restore Prince Shining Armor and Princess Cadence to the power!" declared Rusty Dagger.

A handful of ponies began cheering when Twilight and Sunset appeared in a flash.

"Look what we have here. The traitors allying with the Equestrian puppets." mused Sunset.

"It seems these pathetic fools still resent Master." added Twilight.

Sombra's Crystal Imperial Army arrived behind the two unicorns.

"Just surrender. Sombra is dead and your power is gone." stated Rusty Dagger.

"Who said I was deceased?" asked a too familiar voice.

A cloud of black smoke appeared behind the two smirking unicorns. Sombra took his form staring down Rusty Dagger.

"It was a trap." realized Rusty Dagger in horror.

"Kill them." ordered Sombra coldly.

"Retreat!" cried Rusty Dagger.

The Crystal Liberation Army ran away in total disorder. Crystal Imperial Army earth ponies threw their spears which rained down impaling many soldiers.

"No." said Rusty Dagger mortified.

Crystal Imperial Army unicorns ran forward carrying swords with their magic. They quickly began hacking the rebel forces to death.

"Master, the rebel forces are still escaping." noted Twilight worried.

"Shoot them dead." ordered Sombra.

Twilight and Sunset began firing volleys of magic at the fleeing rebels striking them down. The pegasus scout Thorax fed the false information too was among the dead. Rusty Dagger was nearby.

"Sir...I...am...sorry..." stammered the pegasus.

"You have nothing to apologize for." replied Rusty Dagger.

The pegasus closed his eyes and died.

"Thank you for you service." whispered Rusty Dagger.

Rusty Dagger ran off and caught Sombra's eye.

"Twilight, stop him." ordered Sombra.

"Yes Master." replied Twilight.

Twilight aimed her horn, but Sombra raised his hoof.

"Do you know of the Blood Manipulation Spell?" asked Sombra.

"I've mastered it." answered Twilight.

"So have I." added Sunset.

"Use that." ordered Sombra.

Twilight obeyed and used the Blood Manipulation Spell. She took control of Rusty Dagger and kept him from running.

"How shall we kill him?" asked Sunset.

Sombra thought for a moment.

"We won't." answered Sombra.

"What?" asked both mares in unison.

"We shall keep him captive and stag a public execution!" declared Sombra.

The dark king then slowly turned and faced the petrified crowd.

"For now, kill these traitors who cheered my death." ordered Sombra coldly.

In Equestria, it was simply another day for most ponies. In the palace, word had just arrived about the failed revolt and subsequent massacre. It also confirmed Sunset Shimmer had also allied with Sombra and Twilight. Flash Sentry took the report and presented it to three of the royals in Canterlot. Princess Luna, Princess Cadence and Prince Shining Armor listened to the report told to them. Luna was on the throne while Cadence was on her right and Shining on her left.

"Is that all?" asked Luna sadly.

"Yes, your majesty." answered Flash.

"You are dismissed." replied Luna.

Flash bowed then turned and left.

"I did not want to belief Sunset Shimmer had truly returned, but I cannot doubt it anymore." sighed Luna.

Shining Armor gulped and turned to his wife.

"Cadence, do you know Sunset?" asked the prince.

"Yes. I met her when she was auntie's pupil. However, she was very distant." answered Cadence.

"Her desire for power caused her to push everypony away." stated Luna.

"It wasn't bad at first, but shortly before her exile Sunset Shimmer became verbally abusive toward me. I honestly thought she hated me." stated Cadence sadly.

"That was her lust for power." said Luna firmly.

The Princess of the Night shook her head.

"I cannot judge Sunset Shimmer. I fell into the same pitfall." stated Luna.

"What are we going to do?" asked Cadence.

Luna thought for a moment.

"War is inevitable. A formal declaration will be drawn up." answered Luna.

"Twily-" began Shinning.

Luna shook her head back and forth.

"Her presence will be kept classified. For now it will mention Sombra and his alliance with Chrysalis." explained Luna.

"Shining, have you told your parents?" asked Cadence worried.

Shining Armor winced at this question.

"I can't. If I told them what was going on...it would kill them." answered Shining with a heavy heart.

A moment of silence followed this.

"I assume Spike and her friends do not know either?" asked Shining.

"They do not. For the same reason." answered Luna.

The Princess of the Night let out a deep sigh.

"We cannot tell Celestia about Sunset Shimmer." said Luna firmly.

"But, she is going to know eventually." stated Cadence.

"Indeed and she will probably hate me for hiding this from her." replied Luna.

"Princess Celestia has been taking losing Twilight very hard. This will only make matter worse." mused Shining Armor.

"Exactly." agreed Luna.

Cadence let out a sigh of her own.

"I understand." said the Princess of Love.

Hours past by and the warm, glowing sun of Celestia was replaced by the cold moon of Luna. In Ponyville, most of the town's residence where tucked into their homes. However, a secret meeting was occurring in Sugarcube Corner. Pinkie Pie, Rainbow Dash, Fluttershy, Rarity, Apple Jack and Spike where gathered around a table.

"Spike, have you gotten any word fro Princess Celestia?" asked Apple Jack.

Spike sadly shook his head.

"No. I swear they're hiding something." answered Spike.

"How is Discord?" asked Pinkie.

"He is still at my cottage and is slowly recovering." answered Fluttershy.

"I am quite surprised the Princess is allowing Discord to stay with you darling." mused Rarity.

"She doesn't care." said Spike annoyed.

"Let's throw a "We're so glad our friend didn't kill you" party!" declared Pinkie.

"Ah don't think this is the for that." replied Apple Jack.

"But, that might help him feel better." countered Pinkie.

"Discord is still shaken. What Twilight did...it really affected him." said Fluttershy worried.

"Serves him right!" snapped Rainbow.

"Rainbow!" snapped Apple Jack.

"He stole the Elements of Harmony, turned us against each other and tried to take over Equestria!" cried Rainbow.

Apple Jack bite her tongue sympathizing with her point of view.

"Discord deserves another chance." stated Fluttershy.

"Oh come on!" cried Rainbow.

"We have given Princess Luna another chance." noted Rarity.

"Yeah, but she's changed." stated Rainbow.

"Discord can change too." stated Fluttershy.

Rainbow sighed and rolled her eyes.

"Whatever." huffed the cyan pegasus.

"Something is going on. I just know it." said Spike.

"Gossip around Canterlot says Princess Cadence and Prince Shining Armor arrived a few days ago." noted Rarity.

"That must be it! Princess Celestia and Princess Luna must be busy meeting with them!" declared Pinkie.

"They must have come because of Twilight." noted Fluttershy softly.

An awkward moment of silence followed.

"Should...we go visit them?" asked Spike unsure.

"We would just get in the way." answered Apple Jack.

"Besides, I'm sure the Wonderbolts are on the case and they're the best." added Rainbow.

"You seem to have a lot of faith in them." noted Fluttershy.

"Why wouldn't I?" asked Rainbow.

"Oh. There was that time Rarity knocked the Wonderbolts out at the Younger Fliers' Competition! And Spike trapping them in the water tower when abducted Rarity after growing super big!" answered Pinkie.

"It's easy to make them seem bad when you pick out their worst moments!" snapped Rainbow.

"Calm down you two. We ain't here to discuss that." noted Apple Jack.

"You're right." agreed Rainbow.

"Then, what should we do?" asked Fluttershy.

"We go to Canterlot and demand to know what's going on!" declared Rainbow.

"We cannot barge in like a group of ruffians." protested Rarity, "It would be uncouth."

"I agree with Rainbow. We're Twilight's friends and we deserve to know what is going on." stated Apple Jack.

"Me too. I've know Twilight my whole life and I will not let her down!" declared Spike.

"Oh. I wanna go too!" declared Pinkie.

"Um, I am going to stay here." said Fluttershy.

"Why?" asked Rainbow.

"I want to be with Discord. He needs me right now." answered Fluttershy.

Rainbow let out an annoyed grunt at this.

"I will stay with Fluttershy." offered Rarity.

"Thanks Rares." said Rainbow.

"We go tomorrow." stated Spike.

"Right." agreed the others.

Spike leaned back and looked at the ceiling.

"Twilight, please be okay." thought the baby dragon worried.

Back in the Crystal Empire, the night had settled in there as well. The Crystal Imperial Army had buried those killed earlier in a mass grave outside the city. Twilight was in the library looking over war strategies while Sunset Shimmer was in her bedroom lying on her bed. Sunset Shimmer was lying on her back and did not notice the black smoke creep under her door.

"This is perfect." whispered Twilight.

Twilight's room was net to her own, so Sunset Shimmer was not surprised to hear her voice.

"Sunset will never see it coming." snickered Twilight softly.

"What?" asked Sunset to herself.

"She excels in magic, but I cannot trust her loyalty to Master. Especially when she betrayed Celestia." continued Twilight.

"So did you." thought an irritated Sunset.

"Of course, she only left Celestia because she knew I would be a better student." said Twilight boasting.

"Damn here." thought Sunset bitterly.

"Oh well. I'll just have to get rid of her and find a way to divert blame." said Twilight nonchalant.

"That's it. I cannot trust Twilight!" declared Sunset softly.

The black magic left her room and returned to the throne where Sombra resumed his form.

"The seeds of doubt have been planted." mused Sombra confident.

Author's Note

A/N: There is another chapter done. I hope you enjoy this because I am enjoying writing this. Next time; Spike, Rainbow, Apple Jack and Pinkie go to Canterlot and Sombra plots his next move. Please review.

Chapter 20

Disclaimer: I don't own My Little Pony

It was a beautiful sunny day in the Equestrian capital of Canterlot. Spike, Apple Jack, Pinkie and Rainbow arrived in the city by train and made their way to the palace. Normally, it would be ludicrous to march right up to the palace, but this group where a special exception. They marched into the palace and went to find Celestia, but where cut off by another familiar pair. Shining Armor and Cadence stood at the top of the stairs looking down at them.

"What are you guys doing here?" asked Shining.

"We've come to see Princess Celestia." answered Spike, almost demanding.

"Auntie cannot see you now." answered Cadence.

"Why not?" asked Rainbow aggressively.

The married couple shared a glance.

"She is busy." answered Shining.

"She is tending to important royal duties." added Cadence.

"Ah'm sure she can take a few minutes to met with us." said Apple Jack.

"Oh no. I am afraid that is not the case." replied Cadence.

"We wanna know where Twilight is!" declared Pinkie.

The married duo winced at this.

"We don't know." answered Shining.

"Really?" asked Apple Jack unsure.

"Yes. We haven't heard a thing." answered Shining.

Apple Jack shot Shining a knowing glare.

"Oh darn." sighed Pinkie.

An impatient Rainbow shot off the floor and flew right into the face of Shining and Cadence.

"Look, I don't buy it! Don't hide things from us!" snapped Rainbow.

"Please calm down." said Shining with force.

"Ahh!" cried Rainbow.

Rainbow flew back and landed next to her friends.

"Dammit." huffed Rainbow.

Apple Jack sighed and tried to keep calm.

"Just let us see Princess Celestia for a few minutes." requested the farmer.

"We cannot due that." replied Cadence.

Suddenly, Flash Sentry came in from the side and stopped for a moment seeing the guests.

"I hate to interrupt, but this is urgent." said Flash.

Shining let out a long, deep sigh.

"Please, give me one moment." requested Shining.

Shining turned to face the guard.

"What is it?" asked Shining.

"I wanted to let you know that Equestria is officially at war with the Crystal Empire." answered Flash.

"War!" exclaimed Pinkie.

"With the Crystal Empire." added Rainbow surprised.

"What is he talking abut?" asked Apple Jack.

"Sombra...has returned." answered Shining.

This revelation was met with surprised gasps from the Ponyville contention.

"He was destroyed. I gave the Crystal Heart to Princess Cadence." noted Spike in shock.

"His horn survived and he has regenerated." explained Cadence.

"He allied with Chrysalis and managed to reclaim the Crystal Empire." added Shining.

"You don't think Twilight..." began Apple Jack.

The farmer stopped sharing a look of worry with her friends.

"We do not know where she is." stated Shining.

The prince took a moment to shake his head.

"Princess Celestia is busy and we must be off to plan. I am sorry, but you must go now." said Shining.

"But-" began Spike.

"We answered your questions as best we could." said Shining deflated.

Shining turned and trotted off.

"I hope we can met again under better circumstances." added Cadence, following her husband.

With no other options, the Ponyville contingent where forced to leave the palace. After a brief debate, they returned to Ponyville with nothing else they could do in Canterlot. They went to Fluttershy's cottage where they caught the titular pony, Rarity and Discord up on the events that occurred.

"Oh my. War." said Fluttershy worried.

"It's too bad we weren't able to met with Princess Celestia." sighed Pinkie.

"Shining and Cadence where lying to us." stated Apple Jack.

"Are you most certain darling?" asked Rarity surprised.

"Ah am the Element of Honesty. I when somepony is lyin' to me and that's exactly what they where doing?" answered Apple Jack certainly.

"Your getting really close to Lese - majeste or slander at the least." warned Rarity.

"It's the truth." stated Apple Jack.

"Why would they lie to us?" asked Spike in disbelief.

"They're trying to keep something from us." answered Apple Jack.

"Like what?" asked Pinkie.

"Ah am not sure." answered Apple Jack with a sigh.

"Well we have to find out!" declared Rainbow.

Rainbow turned to take off, but Apple Jack bit her tail and held her.

"What?!" cried Rainbow.

Apple Jack let go of the pegasus' tail.

"We can't just go charging off into who knows what." said Apple Jack.

Rainbow landed and rolled her eyes.

"Fine." huffed Rainbow dissatisfied.

"Celestia is blaming herself." said Discord weakly.

All eyes fell onto the master of chaos who remained silent until now.

"How do you know that?" asked Rainbow suspiciously.

"Because we dated." answered Discord.

"You dated Princess Celestia." said Rarity shocked.

"I was using her for her power. Once I got it I cast her aside...then she and Luna blasted me with the Elements of Harmony and I was petrified." explained Discord.

"That makes sense." said Rainbow, displeased.

"I am sure Discord did have some feelings for Princess Celestia." said Fluttershy.

"Nope." replied Discord.

"Are you sure?" asked Fluttershy.

"Most." answered Discord.

"Man, Cadence would hate you." said Pinkie, waving her forelegs for emphasis.

"Can we please get back on subject?" asked Apple Jack flatly.

"Celestia has this habit of internalizing guilt." offered Discord.

"I wonder if she felt guilt after having to banish Princess Luna." mused Rarity, rubbing her chin.

"Probably." shrugged Discord.

The draconeques stroked his beard for a moment.

"I seem to recall Celestia had another pupil before Twilight." noted Discord.

"Really?" asked Pinkie surprised.

"Yes. She was yellow with a sun cutie mark. Her most standout trait was her red and yellow hair." answered Discord.

"What happened?" asked Apple Jack.

The draconques shrugged.

"She just left and nopony mentioned her." answered Discord.

"Then we should try and find her!" declared Rainbow.

"Ya took the words right out of my mouth." agreed Apple Jack.

"Celestia always got freaked out by surprises. You have to tell in advance." stated Discord.

"It is quite surprising to hear you warn us to inform Celestia in advance." mused Rarity.

"It's almost if you care about her." added Rainbow smirking.

"Don't be ridiculous!" snapped Discord.

Discord turned his back to the ponies, but realized he was blushing.

"It is okay Discord. If you love Celestia then that's a good thing." said Fluttershy.

Discord huffed and would fold his arms.

"I can't love Celestia." stated Discord.

Queen Chrysalis and her delegation had left their hive for a trip to the Crystal Empire. Sombra had requested another meeting and this was arranged. Chrysalis knew brought a sizable force just in case. However, she did not predict trouble. They arrived with no trouble and Chrysalis met Sombra in a private room to talk. Inside, a table sat under the light with a map of Equestria on it.

"I figured this is why you summoned me." cooed Chrysalis as she entered.

"Naturally, you are most intelligent." replied Sombra.

"Are you flattering me?" asked Chrysalis curiously.

"Being polite." answered Sombra.

Chrysalis closed the door behind her and walked up to the table.

"A war with Equstria is not inevitable. I am hoping you will aide me once again." began Sombra.

"It would be nice to avenge me defeat at the wedding." mused Chrysalis.

"We cannot killed Celestia, Luna and Cadence." stated Sombra.

"That would merely make them martyrs." replied Chrysalis.

"Exactly." confirmed Sombra.

"What of Shining Armor?" asked Chrysalis.

"I believe we should execute him if captured. As a sign of strength." answered Sombra.

"Aren't you afraid of him becoming a martyr?" asked Chrysalis.

"He is merely a unicorn while the princesses are alicorns. I believe his death wouldn't spark such a response." answered Sombra.

"What do we do with the princesses?" asked Chrysalis.

"The ponies of Equestria which perform as slaves will be free to harvest for their love. The three princesses are all yours." answered Sombra.

Chrysalis let out a laugh.

"That is such a grand gift. I must thank you." replied Chrysalis.

"It is my pleasure." said Sombra.

"What do you plan to do with Equestria?" asked Chrysalis.

"I have two plans." answered Sombra.

Sobra let out a chuckle.

"Two plans." repeated Chrysalis confused.

Sombra nodded his head in affirmation.

"I will reduce Canterlot to ruins and rule the ruins of Equestria as part of my domain." stated Sombra.

"What is the other plan?" asked Chrysalis.

"To hand Equestria over to Twilight and Sunset who shall rule it together." answered Sombra smirking.

"I do not understand why you need two plans." replied Chrysalis confused.

"Twilight and Sunset both expect power but, I have no intention of sharing." stated Sombra.

"I fully understand." replied Chrysalis.

Sombra shook his head back and forth in a dismissive motion.

"Do you know what the Blood Manipulation Spell is?" asked Sombra.

Chrysalis shuttered a bit at that name.

"I will take that as a yes." stated Sombra.

"That is one spell even I have a...healthy respect for." confirmed Chrysalis.

The Changeling Queen chose her words carefully not to show weakness...which Sombra knew.

"Twilight and Sunset have mastered it." noted Sombra.

"What?!" exclaimed Chrysalis surprised.

"That was my reaction." said Sombra calmly.

"Are you certain we can trust them?" asked Chrysalis uncomfortable.

"No." answered Sombra matter-of-fact.

Chrysalis' eyes became as wide as saucers.

"Then why-" began the Changeling Queen.

Sombra simply lifted his hoof up cutting her off.

"Do you think I am not prepared?" asked Sombra, smiling.

"That is a good revelation." sighed Chrysalis.

"You've shown weakness of your own." thought Sombra.

The king took a moment before he spoke.

"I've got the situation under total control. There is no need to worry." said Sombra.

"Excellent." sighed Chrysalis.

"For now, let us focus on the invasion of Equestria." said Sombra.

"Indeed." agreed Chrysalis.

"We shall move down and invade heading south toward Canterlot." began Sombra.

"We can use my offspring to infiltrate the Equestrian ranks again." said Chrysalis.

"Are we certain they will fall for that once more?" asked Sombra unsure.

"Of course it will work." answered Chrysalis annoyed.

"Then send your Changelings south in the night and have them take on the appearance of ponies." replied Sombra.

"Will do." said Chrysalis smiling.

"We shall move south toward Vanhoover..." continued Sombra.

Author's Note

A/N: That is where we'll end this chapter. Next time, we continue onward. Please review and Merry Christmas.

Chapter 21

The sun sat high in the sky over Equestria. In Canterlot, the ponies all went about their daily routine blissfully unaware of the situation at hand. In the palace, the princess normally responsible for raising the sun was lying in her bed. Celestia had buried herself under her cover and had drawn the curtain so her bedroom would be pitch black.

"Twilight." said Celestia sadly.

A bright flash of light suddenly illuminated part of the room.

"My you are a mess." noted Discord.

Celestia popped her head from under her sheets.

"I am not in the mood Discord." stated Celestia firmly.

"Oh come now. We haven't been together since you freed me from that statue." noted Discord.

"Indeed." sighed Celestia.

"I heard you where down in the dumps." mused Discord.

Celestia sat up in her bed.

"Leave." ordered Celestia.

Discord let out a laugh at this.

"We both know that will not happen." said the Spirit of Chaos.

Celestia let out a sigh and rolled her eyes.

"You where always one to place blame on yourself." said Discord, crossing his arms.

"This is my fault." replied Celestia sadly.

"Come now. You cannot blame yourself for everything." replied Discord.

"This is my fault!" declared Celestia.

"This is exactly what happened with Sunset Shimmer." sighed Discord.

Celestia felt a hill run down her spine hearing that name.

"Look, Sunset Shimmer got overwhelmed by her own greed." stated Discord.

"I should have seen this." state Celestia.

"What about Luna?" asked Discord.

"I should have seen my sister's jealousy." answered Celestia.

"You are a pony. You're not perfect." stated Discord.

"But..." began Celestia.

"No!" snapped Discord.

Celestia was taken aback by this.

"You have to stop taking the weight of the whole world on your shoulders." pleaded Discord.

"I..." stammered Celestia.

"You might be the strongest pony I know." continued Discord.

The Master of Chaos let out a sigh.

"You did defeat my after all." added Discord flatly.

"I was aided by Luna and the Elements of Harmony." noted Celestia.

"You cannot sit around and mope all the time! Equestria needs you!" declared Discord.

Celestia sat silently.

"Twilight needs you." said Discord.

"I failed her." replied Celestia weakly.

"Then make it up to her!" cried Discord.

Celestia looked at him.

"You have to fight for her." said Discord.

"Fight for her..." repeated Celestia, with determination.

"There we go!" cried Discord.

Celestia got out of bed and used her magic to place her crown back where it belonged.

"I have to thank you Discord. You managed to get through to me." said Celestia kindly.

"I only did it because to protect myself. Who knows what Sombra would do to me." said Discord defensively.

Celestia could only chuckle at this.

"Regardless, I am indebted to you." said Celestia, walking to the door.

Now what?" asked Discord curious.

Celestia stopped turned to Discord.

"I need to address my citizens." answered Celestia.

Celestia departed and quickly took charge. Her sister, Cadence and Shining where glad to see the old Celestia back. However, they where surprised to hear Discord did so. Celestia ordered a special announcement and a crowd quickly gathered. Among them was a brown Earth Pony stallion with a rock cutie mark. Celestia stepped out onto the balcony to address her ponies.

"Ponies of Equestria, I have terrible news to announce..." began Celestia.

The ponies in the crowd began to murmur among themselves.

"Sombra has returned!" declared Celestia.

The ponies gasped in horror.

"Sombra allied with Queen Chrysalis and her Changelings infiltrated the Crystal Imperial Army acting as a fifth column." continued Celestia.

"Is that true?" asked Lemon Hearts.

"She could have made it up." answered Twinkleshine.

"If so, then they could they do the same here." mused Colgate.

"If not, they will soon." thought the stallion.

'Thanks to this, Princess Cadence and Prince Shining Armor were forced to flee here in exile." continued Celestia.

The Princess stopped and took a sigh.

"War is now inevitable! Everypony must rally together and do their part!" declared Celestia.

The ponies cheered and stomped their hooves...spare the one stallion.

"Oh no." thought the stallion.

"Together, we will stop this threat!" declared Celestia.

"Celestia! Celestia! Celestia!" cried the ponies.

"Twilight, I will save you." thought Celestia.

The stallion turned and took off not stopping until he was blocks away. Thorax then ducked into an ally an reverted to his original form.

"This is bad. This is bad." said Thorax.

Thorax began to pace back an forth.

"If Queen Chrysalis has helped to restore Sombra then she will want to attack. These poor ponies are going to have their love stolen by Queen Chrysalis and the other Changelings." mused Thorax.

Thorax stopped pacing and gulped.

"I have to leave Canterlot." decided Thorax.

In Ponyville, word of the war arrived quickly. Mayor Mare rallied the citizens of Ponyville to fight for the war. The Apple family as well as Carrot Top volunteered to do what they needed to in order to aid in the war front. At the moment, Apple Jack, Pinkie Pie, Fluttershy, Rainbow Dash, Rarity and Spike where at Golden Oaks Library. They had torn the library apart, but their search had proved to be fruitless.

"I cannot find anything about Sunset Shimmer" noted Rainbow.

"Of course, they would be in Canterlot." sighed Spike.

"Well is damn war is going to throw a wrench in that." replied Rainbow annoyed.

"Rainbow, language." said Rarity.

"I just said damn." noted Rainbow.

"Any kind of vulgar language in unbecoming of a lady." said Rarity.

"Can we focus please." pleaded Spike.

"What can we do?" asked Fluttershy meekly.

"We have to go to Canterlot!" declared Spike.

"Sorry, but ah can't go. Ah gotta stay on the farm and family." said Apple Jack.

"But-" began Spike.

"I must stay too. I have to watch out for Sweetie Bell." said Rarity.

"Yeah. I gotta watch over Ponyville...and Scoots." added Rainbow.

"I'm helping the cakes make treats for the soldiers!" declared Pinkie.

All eyes fell on Fluttershy.

"I...um...am watching the...animals." said Fluttershy.

"We have to go to Canterlot!" declared Spike.

"We can't." replied Rainbow.

"Now Spike, we wanna find Twilight, but now this war has come up." said Apple Jack.

Spike clenched his fists and held back tears.

"Spike Wikey, we will not forget about Twilight. We will find her." reassured Rarity.

Spike let out a sigh.

"Okay." said Spike.

"Um, how are we going to do that?" asked Fluttershy.

"I have no idea!" answered Pinkie.

Apple Jack shot Pinkie a glare.

"Sorry." giggled Pinkie regretfully.

Suddenly, a knock came out door of Golden Oaks Library.

"Who in tarnation could that be?" asked Apple Jack.

The apple farmer trotted over to the door and opened the door.

"Delivery!" called Derpy.

The mailmare was in her uniform and holding a package in her right hoof.

"Derpy, what are you doing here?" asked Fluttershy.

"Delivering this package silly." answered Derpy smiling.

"I thought the other pegasus left for Cloudsdale." noted Rainbow.

"I stayed behind because of...you know." explained Derpy.

An awkward silence fell among the ponies.

"It's okay. I'm used to it." said Derpy, with a weak smile.

Derpy shook her head.

"Anyway, I can watch over my little muffin." said the wall-eyed pony.

"How is Dinky?" asked Apple Jack.

"She's doing great." answered Derpy beaming.

"What's in the package?" asked Pinkie.

"The order says it's a Daring Do book." answered Derpy.

"The new Daring Do!" exclaimed Rainbow.

The rainbow-maned pegasus shot over to her friend.

"I'll take that." said Rainbow eagerly.

Rainbow grabbed the package an was about to tear it open.

"Slow down Rainbow. That there's Twilight's book." said Apple Jack firmly.

Rainbow looked at the package and sighed.

"You're right." said Rainbow.

Rainbow placed the book on the

"It'll be here when Twilight comes back." said Rainbow nodding.

Rarity rubbed her chin thinking for a moment.

"Derpy, do you have any other deliveries coming up?" asked the fashionista.

The mailmare stopped and thought for a minute.

"I don't think so." answered Derpy.

"Well you see, we are in a bit of a predicament here." began Rarity.

"Oh." said Derpy surprised.

The others quickly caught on.

"You see, Spike here needs to go to Canterlot. But, we're all busy." continued Apple Jack.

"Yeah! We were wondering if you could go to!" added Pinkie, bouncing.

Derpy thought for a minute.

"I'd hate to leave Dinky." noted Derpy concerned.

"Oh...um...can't you take her with you?" asked Fluttershy.

"I don't want her leaving Ponyville with this war." answered Derpy.

"What about the Doctor?" asked Pinkie.

"I guess." answered Derpy.

"If not him, you're friends with Carrot Top and Amethyst." said Apple Jack.

"Yes. I recall Amethyst joined Dinky during the Sisterhooves Social." added Rarity.

"I was so glad that she did that. I couldn't go with my work schedule and Dinky was really looking forward to it." noted Derpy.

"Of course, we don't want to pressure you." said Fluttershy.

The others quickly agreed with this.

The mailmare thought for a moment.

"Okay! I'll do it!" declared Derpy.

"Thanks so much. We'll definitely make it up to you." said Rainbow relieved.

"I'll whip up a nice batch of muffins!" declared Pinkie.

"Oh. That sounds good." said Derpy.

"Can we go soon?" asked Spike hopeful.

"Tomorrow." answered Derpy.

The next day began as usual in Vanhoover. Celestia's sun rose highly above the sky and the ponies where going about their business. However, the sound of marching was suddenly heard getting louder and louder. An army of ponies marched into the city led by Sunset Shimmer. Once they reached the center of two, the two soldiers stepped aside and a a purple unicorn marched forward.

"Who is that?" asked a white stallion Earth Pony.

"I don't know." answered purple mare unicorn.

"I think that's Twilight Sparkle. Celestia's student." noted a brown pegasus.

"My name is Twilight Sparkle and I am here on behalf of His Royal Highness King Sombra!" declared Twilight.

Worried whispers came from the crowd.

"Soldiers! Kill without mercy!" ordered Twilight.

Author's Note

A/N: That is where we'll end this chapter. Thorax's appearance was a cameo and he may or may not return. Next time, the war has begun and Derpy takes Spike to Canterlot. Please review.

Chapter 22

The Canterlot Palace was in utter turmoil. News of the brutal attack on Vanhoover quickly reached and pegasus where sent out to the observe the city. Celestia sat on the throne with Luna, Shining Armor and Cadence nearby waiting the report. Suddenly, the door opened and Spitfire entered. She walked as close as possible then bowed.

"Your majesties." said Spitfire.

"No need to bow." replied Luna.

"What bring you here?" asked Celestia.

"The pegasus you sent to Vanhoover where assaulted by Sombra's forces." answered Spitfire.

The Wonderbolt Captain got back up.

"How many where lost?" asked Cadence worried.

"Out of the fifty pegasus, a total of three and a half dozen where killed. The surviving eight are in terrible condition and might not survive." answered Spitfire.

"Those poor souls." said Shining mournfully.

"So...it is Sombra?" asked Luna.

"Indeed. His flag is flying high above Vanhoover." answered Spitfire.

"How is Vanhoover?" asked Celestia concerned.

"The city is largely in ruins. Nothing was spared." answered Spitfire.

Spitfire bit her lower lip and gulped.

"I have...grave news." continued Spitfire.

"What is it?" asked Shining, hiding his nervousness.

Spitfire winces took a deep breath.

"Twilight Sparkle...is leading the Sombra forces." answered Spitfire.

Deafening silence filled the throne room as the royals took this in.

"Are you...sure?" asked Cadence, hoping this was a mistake.

"Yes. They saw her quite well leading the Sombra forces." confirmed Spite solemnly.

The eyes of all now fell on Celestia who was clearly heartbroken by this.

"Then...we will have to treat Twilight as an enemy...until we get her back." stated Celestia.

Another awkward silence followed.

"I...see." said Luna accepting.

"The pegasus also spotted another unicorn." continue Spitfire.

"What did she look like?" asked Celestia.

"I am sure it's just another one of Sombra's minions." answered Luna nervously.

Celestia raised her eyebrow at this.

"She was yellow with a red and yellow mane." noted Spitfire.

Celestia felt a chill run down her spine.

"Did they seen her cutie mark?" asked Celestia, her tongue dry.

"A red and yellow sun." answered Spitfire.

"Sunset Shimmer." muttered Celestia, shaken.

Celestia turned to see the others avoiding her gaze.

"How long have you know?" asked Celestia demanding.

"A very short time." answered Luna.

"Did you all know?" asked Celestia, hurt.

The other three did not reply, but this was all the answer she needed.

"You hid this from me!" cried Celestia.

"We were trying to protect you!" cried Cadence.

"You where so hurt by what happened with Twilight...we did not want to further your distress." said Luna.

Celestia took a deep breath and sighed.

"I understand." said the Princess of the Sun.

Luna wrapped a hoof around her sister.

"Ready our forces. Send them north and have them cut of Sombra's forces before they can strike again." ordered Celestia.

"I will take the lead." offered Shining.

"Be careful." said Cadence worried.

"I will." replied Shining with a wink.

"Twilight and Sunset. I will save you both." thought Celestia.

In another part of Canterlot, a grey pegasus and baby dragon had arrived. Spike and Derpy Hooves first went to Spike and Twilight's former residence, but it was locked and they could not enter. Spike was sure it did not the answers anyway as he was familiar with all the books there. Knowing they couldn't get into the palace, they went to the public library instead. They spent nearly an hour looking before meting up again.

"Any luck Derpy?" asked Spike.

"No." answered Derpy sadly.

"Me either. I figured the answer wouldn't be here." sighed Spike.

"Sorry we couldn't find anything." sighed Derpy.

"It's not your fault." said Spike.

"I just wanted to be helpful for once." confessed Derpy sadly.

"What do you mean?" asked Spike surprised.

"I always seem to mess things up." answered Derpy.

"That's not true." replied Spike, reassuring.

"Yes it is. I am the one who wrecked town hall." said Derpy.

"Yeah, but Apple Jack worked in Appleloosa to help raise the money." noted Spike.

"She wouldn't have needed to if it weren't for me." stated Derpy.

Derpy kicked the floor with her hoof.

"I even dropped a bunch of stuff on Twilight once." noted Derpy.

"Oh yeah. That time we were trying to figure out Pinkie Sense." said Spike, recalling the day.

"I always get in the way." sighed Derpy sadly.

A thought suddenly hit the baby dragon.

"Is that why you set up the memorial?" asked Spike.

The mailmare shook her head in confirmation.

"Yes. I felt like maybe...I could do something without screwing up." answered Derpy.

"What about Dinky?" asked Spike.

"My little muffin." sighed Derpy happily.

"She's a great little filly. You didn't mess up with her." noted Spike.

"Yes." confirmed Derpy smiling.

"See, you're a great mom. There's no need to beat up on yourself." said Spike.

Derpy wiped away tears with her hoof.

"Thanks Spike." said Derpy sniveling.

The baby dragon blushed at the compliment.

"It's nothing." replied Spike, rubbing the back of his head.

Derpy rubbed her chin with her hoof.

"Now what?" asked Derpy.

Spike let out a long sigh.

"I...don't know." answered the baby dragon worried.

"Are you sure there's no way you can met with Celestia?" asked Derpy.

"No. We've tried and failed." answered Spike.

"You guys have saved Equestria twice and even saved the Crystal Empire. I thought meeting with Celestia would be easy." mused Derpy.

"So did I." grumbled Spike.

"I guess this war is really taking its toll." said Derpy.

"Yeah." replied Spike, unsure.

"What's wrong?" asked Derpy.

"I think...information is being kept from us." answered Spike.

Derpy gasped in surprised.

"Why?" asked Derpy shocked.

"I don't know." answered Spike frustrated.

Spike began to shake.

"I just want Twilight back." said Spike crying.

Derpy trotted over and wiped the tears away.

"It'll be okay." said Derpy.

"I'm sure." agreed Spike.

While the baby dragon agree externally, internally he had other thoughts.

"We can't trust anyone." thought Spike grimly.

Back in Ponyville, word of the war reached fast. The residences where doing their part to help secure the city. Mayor Mare ordered a defensive wall built up to hold off an attack. Because of this, a makeshift wall had been erected. Applejack, Big Mac and Rainbow where helping erect the wall. Rainbow was in the air pulling up slabs of rock in a rope with her mouth while the Apples moved them into place.

"Hello!" cried Pinkie.

The cyan mare and two apple farmers nearly jumped out of their fur. Rainbow barely held onto the rocks she had.

"Pinkie, we're tryin' to work!" snapped Applejack.

"Eeyup." added Big Mac.

"I was just wondering how Derpy and Spike are going to get back." mused Pinkie.

Rainbow placed the rock and landed.

"Derpy can fly." noted Rainbow.

The hummed and rubbed her chin.

"Yeah, but how do we know if they're the Spike and Derpy?" asked Pinkie.

Rainbow let out a sigh.

"We know who they are." answered the cyan mare annoyed.

"Princess Celestia did not Chrysalis was helping Sombra." noted Pinkie.

"We don't know if Changelings have infiltrated Equestria." mused Applejack worried.

"Exactly!" exclaimed Pinkie.

"Rainbow, how is Fluttershy?" asked Applejack.

"Since the Everfree Forest is outside the wall, she's gathered her animals." answered Rainbow.

"We can make some room at the farm...if she needs it." replied Applejack.

"Eeyup." agreed Big Mac.

"Thanks." said Rainbow pleased.

"Cranky and Matilda are staying at Sugarcube Corner in the guest room." noted Pinkie.

"What about Zecora?" asked Applejack.

"She's staying at the Hay and Stay." answered Rainbow.

"I offered to let my family stay here, but mom and dad wanted to stay at the rock farm." said Pinkie.

"What about yer sisters?" asked Applejack.

"Maud, Limestone and Marble said they were going to stay with my parents." answered Pinkie.

"I can sure respect that." replied Applejack.

"Eeyup." agreed Bic Mac.

"Where Fluttershy?" asked Pinkie.

"In Cloudsdale visiting her parents." answered Rainbow.

The cyan mare let out a shutter.

"And Zephyr." added Rainbow disgusted.

"He flunk out again?" asked Applejack.

"Yeah." answered Rainbow.

The cyan mare gave an anxious look in the direct of he hometown.

"Maybe I should visit her." mused Rainbow.

In the ruins of Vanhoover, Sombra's army quickly secured their rule. The soldiers had rounded up and enslaved the citizens. The city hall had survived the assault, but was destroyed on the order of Twilight. Twilight had ordered the library spared and she was using that as her base. A large portrait of Sombra sat outside watching over the ruins of Vanhoover. Twilight was in one of the room studying a map.

"Twilight, can I come in?" asked a familiar female voice.

Twilight turned to see Sunset Shimmer in the doorway.

"Sure." answered Twilight.

Sunset came in and walked over near Twilight.

"What is it?" asked Twilight.

"There have been questions about recruiting among the Vanhoover ranks." answered Sunset.

Twilight had to hold a laugh back.

"Those peons are not worthy of serving Sombra." scoffed Twilight.

"But, we are Equestrian." noted Sunset.

"We are different." replied Twilight softly.

Sunset was quiet, so Twilight simply continued.

"We are the the greatest unicorns this land has know since...no, we are greater than even Starswirl." said Twilight confidently.

Sunset's eyes became almost as wide as saucers as this audacity.

"Nopony has ever compared themselves to Starswirl. It's considered almost profane." noted Sunset.

Twilight chuckled at this.

"Oh Sunset, those fools worship a dead pony. We are better than that." said Twilight.

Sunset Shimmer gulped.

"What...about me?" asked Sunset.

The smile was erased from Twilight's face.

"Oh Sunset, you and are I special." answered Twilight.

Sunset thought for a moment.

"Twilight, how do you see me?" asked Sunset uneasy.

Twilight stopped for a moment.

"I have the utmost respect for you." answered Twilight.

Sunset looked Twilight in the eyes.

"I...believe you." said Sunset surprised.

"Good." replied Twilight.

"Does Twilight not have it out for me? Maybe, I can trust her." thought Sunset.

"Now come her." beckoned Twilight.

Sunset obeyed and trotted over beside Twilight.

"This is our next target!" declared Twilight, pointing.

"Cloudsdale." noted Sunset.

Author's Note

A/N: This is where we'll end this chapter. Next time, the attack on Cloudsdale. Please review.

Chapter 23

The atmosphere around Ponyville was tense. The ponies were on constant edge fearing for what felt was an inevitable attack. Rainbow Dash was given the job of making sure nopony could enter the town without her knowing. While she hated the lack of naps, she couldn't argue with the extra bits courtesy of Filthy Rich. Once Derpy and Spike returned, they stayed and watched guard while Rainbow got Applejack, Pinkie Pie and Rarity. Once she had, they all met in town hall.

"So, what did you find?" asked Rainbow anxiously.

"Nothing.' answered Derpy sadly.

"We would have to get into the palace to fin what we need." added Spike.

The Element Bearers all groaned at this.

"They ain't gonna let us in." sighed Applejack.

"Especially with the dreadful war." added Rarity.

"The timing is quite impeccable." thought Spike.

The baby dragon quickly shook his head.

"Princess Celestia would never do that." thought the baby dragon.

"Spike!" called out Pinkie.

The baby dragon shook his head and found the others looking at him.

"Sorry...I zoned out." said Spike, scratching the back of his head.

"Spikey Wikey, we asked what you think we should do next." said Rarity.

Spike looked around and noticed somepony was missing.

"Where's Fluttershy?" asked Spike.

"With her family in Cloudsdale." answered Rarity.

"My parents are staying at and Rarity's parents just came to Carousel Boutique." added Pinkie.

"Luckily, Braeburn and Chief Thunderhooves are defending Appaloosa." said Applejack.

"My only family is gone." thought Spike sadly.

"I want to visit her, but I have to stay her." said Rainbow.

"Oh. I can take your place." offered Derpy.

"Thanks for the offer, but I'm fine." replied Rainbow.

"Okay." said Derpy, trying to hid her sadness.

Spike thought back to his conversation with Derpy in Canterlot.

"I always seem to mess things up." answered Derpy.

"I really don't trust anypony else to watch Ponyville." added Rainbow.

"I always get in the way." sighed Derpy sadly.

The baby dragon looked over to Derpy who had a sad smile on her face.

"Rainbow, you should go!" declared Spike.

All of the ponies stopped what they where doing and turned their attention to the baby dragon.

"Maybe you you can somepony else give a chance." said Spike, motioning his eyes toward Derpy.

The Element Bearers all nodded understanding.

"Spike, I understand what you're doing. But, now is not the time." said Rainbow sympathetic.

"Maybe Spike has a point." offered Applejack.

"Huh?" asked Rainbow surprised.

"You and Fluttershy are romantically involved darling. I know I would hate to be away from Applejack in such dire straits." explained Rarity.

"You've got me there." confessed Rainbow.

"Rainbow Dash! I can do it!" declared Derpy pleading.

Rainbow thought for a moment.

"Okay. I'll do it." said Rainbow.

"Thank you." replied Derpy thankful.

"AJ, I'm going to leave Tank with you. It shouldn't be long, but...just in case." said Rainbow.

"I understand." replied the farmer solemn.

The cyan mare let out a laugh.

"It's not like you won't see me again." laughed Rainbow.

"You're right! I'll prepare a party when you and Fluttershy return!" declared Pinkie.

"Never change Pinkie." said Rainbow.

Rainbow took off and flew to Cloudsdale. The city was turned into an aerial fortress due to the Sombra invasion. Rainbow was stopped by Hoops, Dumbbell and Score who gave her a hard time accusing her of being a Changeling spy though she was convinced thy where being dicks. Luckily, Bulk Biceps backed her up and she got in. Rainbow met with Fluttershy and her family where she brought Fluttershy up to date. After this, Rainbow sat with Fluttershy and her family in the kitchen.

"I don't know dear, maybe we should leave." proposed Mrs. Shy.

"Where would we go?" asked Mr. Shy.

"You can stay with me." answered Fluttershy.

"Oh, we don't want to be a burden." replied Mr. Shy.

"It wouldn't be a problem." said Fluttershy.

"You can do that. I'm sure Rainbow won't mind me staying with her." said Zephyr, raising his eyebrows.

Rainbow's mouth opened in repulse until she shook her head.

"See, I'll just crash there." said Zephyr.

"I'm sure Fluttershy's chicken coop would be a better fit." muttered Rainbow.

"Now Rainbow." said Fluttershy softly.

Rainbow Dash sighed and rolled her eyes.

"Do, you think we'll be safe?" asked Mrs. Shy worried.

"I'm sure dear." answered Mr. Shy, consoling his wife.

"Don't worry ma. We live on a city of clouds. There's no way they'd attack us." reassured Zephyr, leaning back in a chair.

Zephyr winked toward Rainbow who fought the urge to gag.

"I guess you're right." said Mrs. Shy.

Before anypony else could speak, an explosion was heard outside.

"Oh no. They're here." said Fluttershy worried.

"Ahh!" cried Zephyr.

Zephyr Breeze jumped out of his chair, flew to the living room and hide under the couch.

"Don't let them get me!" cried Zephyr.

"Fluttershy, take your family and get them to safety." said Rainbow.

"What about you?" asked Fluttershy worried.

"Saving my home." answered Rainbow.

"Be safe." replied Fluttershy.

Fluttershy took her family and quickly fled to a nearby location where they could see the fighting. Rainbow shot outside meeting familiar Ponyville faces Thunderlane, Cloud Kicker and Bulk Biceps.

"How many are there?" asked Rainbow.

"Not sure." answered Thunderlane.

"There are Earth Ponies and Pegasus!" added Cloud Kicker worried.

"How?" asked Rainbow.

Rainbow stopped for a moment and remembered the cloud walking spell Twilight used.

"Could they know that?" asked Rainbow skeptical.

Several volleys of magic came from Sombra's unicorn forces.

"Split up!" cried Rainbow.

The four pegasus split up to make it harder to hit.

"Thunderlane, create a diversion so they rest of us and attack." ordered Rainbow.

"Roger." ordered Thunderlane.

Thunderlane gulped and headed toward the unicorns. He did his best to bob and weave while they fired at him.

"Now!" cried Rainbow.

Rainbow, Cloud Kicker and Bulk Biceps dive bombed the unicorn forces. However, before hey could reach all three of them where caught by a yellow aura.

"Well, what do we have here?" asked a mare's voice.

Sunset Shimmer trotted over to see the three pegasus she caught.

"A trio of rats caught." chuckled Sunset.

"Oh no." said Thunderlane, seeing his friends trapped.

Thunderlane turned and charged toward Sunset.

"Fire!" cried Sunset.

The unicorns fired, but Thunderlane managed to avoid them.

"Oh Celestia." said Thunderlane.

Thunderlane flew down and flew inches away from Sunset.

"Dammit!" cried Sunset.

The unicorn fell back releasing the other three pegasus.

"Thanks!" called Rainbow.

The four pegasus regrouped when a trio of shadows appeared overhead.

"It's the Wonderbolts!" cried Cloud Kicker.

"We're saved!" cried Bulk Biceps.

The Wonderbolts floated above the four.

"Are you okay?" asked Soarin'

"Yeah." answered Thunderlane.

"Cyan mare, we'll take the lead. You follow." said Spitfire.

"Why didn't you use my name?" asked Rainbow.

"Um...it slipped my mind." answered Spitfire nervously.

"Let's go!" cried Fleetfoot.

The Woderbolts took off with the other behind them.

"Soarin', what is my name?" asked Rainbow.

The unicorn forces began firing volleys of magic which the pegasus dodged.

"Now is not the time." answered Soarin' anxious.

Rainbow dash mused for a moment.

"What's your favorite dessert?" asked Rainbow.

"Easy. It's cake." answered Soarin'.

"They're impostors!" cried Rainbow horrified.

As soon as she said this, "Spitfire" turned and attacked Cloud Kicker while "Soarin'" attacked Thunderlane. Cloud Kicker and Thunderlane crashed to the ground while the two Changelings revealed themselves. "Fleetfoot" attacked Bulk Biceps, but hs used his muscle to throw the Changeling over his head.

"Yeah!" cried Bulk, fired up.

"Where are the Wonderbolts?!" asked Rainbow loudly.

"Rainbow!" cried a far too familiar voice.

Rainbow turned to see a disheveled Twilight running, with a limp, over to her.

"Twilight! How the hey did you get here?" asked Rainbow.

"I came when the attack started." answered Twilight weakly.

"Let's get these bastards!" declared Rainbow.

Rainbow got up and took off not noticing Twilight's smirk.

"You fool." thought Sunset smuggly.

Rainbow took off, but moments after getting off the ground volley of magic hit her in the back.

"Rainbow!" cried Fluttershy.

Rainbow crashed to the ground looking at Twilight as Fluttershy raced over.

"You dumb bitch." laughed Twilight.

Fluttershy landed next to Rainbow who was weak.

"Why are you doing this?!" asked Fluttershy horrified.

"I'm one of those "bastards" Rainbow was talking about." answered Twilight cocky.

"No." said Fluttershy, eyes wide as saucers.

"Sunset Shimmer, get these bacteria over-" began Twilight.

The purple unicorn was unable to finish as Bulk Biceps crashed into her.

"Come on!" cried Bulk.

Bulk grabbed Rainbow and took off. Fluttershy started to follow, but stopped shortly after.

"My family!" cried Fluttershy.

The shy pegasus looked over, but to her horror her family had been captured.

"We gotta go!" cried Bulk.

"Kill them!" screamed Twilight.

A series of pegasus took off and began to follow. Luckily, a storm cloud was set off and the lightning it shot allowed Bulk, Rainbow and Fluttershy to escape.

"Find whoever set that off!" cried Twilight furiously.

As she watched her comrades flee, the pegasus who set off the storm cloud sighed.

"Dammit. I really hate helping you. But, I guess we're allies now." thought Lightning Dust.

Lightning Dust turned to see several Sombra pegasus surround her.

"Shit!" spat Lightning Dust.

The unicorns took down Lightning Dust and dragged before Twilight. Twilight and Lightning Dust recognized each other.

"You will pay for that stunt." said Twilight.

Meanwhile; Bulk, Fluttershy and Rainbow quickly returned to Ponyville. Seeing Rainbow, Derpy quickly wanted to get her to the hospital, but Rainbow insisted they see Zecora. They went to they Hay and Stay while word quickly spread of Rainbow being hurt. Rainbow laid on the bed while Fluttershy and Bulk watched.

"There no need for you to pine. You're wings will be fine." said Zecora.

"Thanks. Applejack said your medicine was good. Plus, I didn't want to many other ponies to find out." said Rainbow.

Suddenly, the door swung open.

"Rainbow!" cried Applejack.

Applejack, Rarity and Pinkie Pie ran in to see their friend.

"We heard about what happened in Cloudsdale..." began Rarity.

Fluttershy sniveled at this.

"Her family where captured." explained Bulk.

"Don't worry Fluttershy. They'll be fine." said Pinkie comforting.

"This situation is quite tragic. But, Rainbow's wings where hurt by magic." noted Zecora.

"Unicorns?" asked Applejack surprised.

"Of course. The cloud walking spell." said Rarity, remembering the Best Young Fliers Competition.

"It was...Twilight." revealed Rainbow glumly.

Author's Note

A/N: That is where we'll end things here. I hope this chapter was up to par. Next time, the aftermath of this. Please review.

Chapter 24

A pin drop could easily be heard in the room. Rainbow Dash just stated Twilight Sparkle betrayed Equestria, allied with Sombra and attacked her.

"Darling, I think you must be mistaken." said Rarity, shaken.

The pegasus shook her head sadly.

"It was Twilight. She attacked me while Cloud Kicker and Thunderlane where captured." confirmed Rainbow firmly.

"No! Y'all must be mistaken!" cried Applejack hurt.

"It was Twilight. She has joined Sombra." confirmed Fluttershy.

"If it matters, I saw her too. It was Twilight alright." added Bulk Biceps.

Applejack, Rarity and Pinkie were left speechless.

"She shot me in the back." said Rainbow bitterly.

"Please, you can't blame her." pleaded Fluttershy.

"I...just don't know." sighed Rainbow confused.

"Why?" asked Rarity.

"She was tamperin' in dark magic. That was Sombra's specialty." noted Applejack.

"Oh! There was another unicorn there!" noted Bulk Biceps.

Rarity and Applejack both had their ears perk up.

"It was Sunset Shimmer." noted Rainbow.

"So two powerful unicorns are allied with Sombra." mused Applejack worried.

"We should tell Princess Celestia." proposed Rarity.

"She might already know." huffed Spike.

"You seem to be in a bind. Please, tell us what is on your mind." requested Zecora.

The baby dragon let out a sigh.

"I've known Princess Celestia my entire life. She has never been like this before. They way we're being kept in the dark, I feel like we are being kept in the dark." explained Spike.

"While this make you feel small. She is simply trying to protect us all." replied Zecora.

"Maybe." mused Spike.

"I don't like being kept in the dark from anything!" declared Rainbow, wincing.

"Be careful." said Fluttershy worried.

Applejack looked at Rainbow before a suddenly realization hit her.

"Pinkie Pie, you've been awful quite." noted the farmer.

The earth pony sat with a deflated mane.

"I can't believe Twilight would betray us." said Pinkie weakly.

Applejack walker over to her.

"It's going to be okay Pinkie." said Applejack.

Rarity walked over and joined them.

"Exactly. Once we have gotten all this murky business completed...Twilight will be back and things will go back to the way they were." agreed the fashionista.

Pinkie sniveled.

"Pinkie, we really nee you bring smiles to everypony right now." stated Applejack.

"I don't know if I can." replied Pinkie shaken.

"We have to stick together!" declared Spike.

"Spike is right. This conflict is at it's height." agreed Zecora.

Pinkie Pie let out a sigh.

"I will try." said Pinkie.

"That's the spirit!" declared Applejack.

"What should we do now?" asked Fluttershy.

"I'll knock some sense into that egghead!" declared Rainbow Dash.

The cyan mare tried to jump up, but her hurt wings stopped her.

"Of this you are aware. With your wings, you must take care." stated Zecora.

"Yeah. Yeah. Yeah." said Rainbow.

"We gotta prepare in case they come this way." said Applejack.

"Oh my." gasped Fluttershy worried.

"Don't worry, I'll buck anypony who tried to hurt you." said Rainbow winking.

"I will speak with Mayor Mare." said Rarity.

"Good thinking." replied Applejack.

Rarity bid her friends farewell and left. She trotted though town and could only sadly remark how different it was from just a short time ago. Aside from the obvious wall, none of the ponies seemed to trust each other. The involvement of Changeling where behind this. Rarity entered town hall and mused how this is where Nightmare Moon arrived...how she and the others became friends. Rarity made her way to the office of the Mayor Mare who was busy working.

"Um, Miss Mayor. I need to have a word." said Rarity.

Mayor Mare stopped and gave her a suspicious look.

"Oh...do you now?" asked Mayor Mare uncertain.

Rarity scoffed at this accusation.

"I understand the situation, but we can be civilized now." said the unicorn.

Mayor Mare eyed Rarity for a moment.

"When did Winter Wrap Up end last year?" asked the Mayor.

"It was on time. Winter Wrap Up has always ended on time...since Twilight arrived." answered Rarity.

Mayor Mare leaned back and sighed.

"I am truly sorry. But, I cannot take any chances with Changelings involved." stated the Mayor.

"Mayor, are you aware of what happened in Cloudsdale?" asked Rarity.

"I know there was some turmoil." answered Mayor Mare anxious.

"Cloudsdale has fallen to Sombra's forces." revealed rarity, heavyhearted.

The Mayor gasped and took a moment for this to sink in.

"How bad is it?" asked Mayor Mare uneasily.

"I don't know." answered Rarity.

"What...about the Ponyville pegasus there?" asked Mayor Mare, worried.

"Cloud Kicker and Thunderlane have been captured. Rainbow Dash was hurt, but is okay. She, Fluttershy and Bulk Biceps have returned." answered Rarity.

"Are they others okay?" asked Mayor Mare, holding it together.

"Yes." answered Rarity.

Mayor Mare could sigh in relief about this.

"We are not safe." said Mayor Mare shaken.

"Thank you for this." said the Mayor.

Rarity nodded her head.

"Of course." replied the unicorn.

In the Canterlot Palace, word of the fall of Cloudsdale reached quickly. A large banner of Sombra was raised outside the Rainbow Factory making it clear Cloudsdale had fallen. Princess Celestia sat on her throne with her sister Princess Luna on her right side. Princess Cadence was on her left side. Shinning Armor had arrived to fill them in on what had happened.

"Our forces where simply unprepared." sighed Shining Armor.

"Where where the Wonderbolts?" asked Celestia annoyed.

"They rushed into combat, but got attacked." answered Shinning.

"It sees we our elite forces need some improvement." thought Luna.

"What happened to the ponies of Clousdale?" asked Cadence worried.

Shinning Armor shook his head sadly.

"I am afraid...they overwhelming majority were captured. It seems a number of Ponyville pegasus where captured too." answered Shinning.

"What about Rainbow Dash and Fluttershy?" asked Cadence, uneasy.

"It seems they escaped." answered Shinning.

The three royal mares let out a sigh of relief.

"At least they are safe." said Celestia.

"Indeed." agreed Luna.

"However..." began Shinning.

"What is it?" asked Celestia, almost demanding.

"Rainbow was hurt. But, it seems it is not major." answered Shinning.

"If it is not major, then we must be grateful for that." stated Luna.

Celestia and Cadence both vocalized their agreement with this.

Shinning Armor bit his lip and sighed.

"Twilight and Sunset where bot present at Cloudsdale." said the prince.

A moment of silence followed before Celestia broke it.

"Is...that so?" asked Celestia shaken.

"They where using a cloud walking spell." answered Shinning.

"Twilight used that at the Young Fliers' Competition." noted Celestia.

"We cannot keep it secret." said Luna.

"I know." admitted Celestia.

"Is word of Twilight's defection spreading?" asked Luna.

"Rumors are spreading." answered Cadence concerned.

"Shinning, what have you told your parents?" asked Celestia.

The other ponies froze and a deafening silence filled the room.

"Twilight is ill and they cannot see her." answered Shinning.

"Did you give a specific condition?" asked Luna.

"No. But, I said it might be contagious." answered Shinning.

"What if they find out the truth?" asked Cadence, hear heavy.

The Prince let out a mournful sigh.

"I will cross that bridge if I get to it." answered Shinning.

"My sister. It seems we have another crisis on our hands." noted Luna.

"What is that?" asked Celestia, almost afraid of the answer.

"We may have a refugee crisis on our hands." answered Luna.

"Ponies are fleeing south to escape the fighting and are escaping for the fallen cities." added Cadence.

"Where...are the ponies going?" asked Celestia.

"Manehattan and Fillydelphia at the moment." answered Luna.

"Can we get help from Griffonstone?" asked Cadence.

"I have attempted that, but got no answer." answered Celestia, sighing.

"The Mayor of Trottingham as requested assistance to reinforce the city." stated Shinning.

"We don't have that kind of support." replied Celestia frustrated.

"I know this might be a stretch, but what about Dragon Lord Torch?" asked Cadence.

"The dragons seem uninterested unless fighting reaches the Badlands." answered Celestia.

Celestia stomped her hoof on the ground.

"I have never felt so helpless to defend Equestria." said the solar princess.

"Do not say that." replied Luna.

"I don't know." sighed Celestia.

"My sister..." replied Luna worried.

In Cloudsdale, the Sombra forces had implemented heir rule. The ponies where rounded up and taken to detainment camps. Only one pony had not - Lightning Dust. She was first taken to a private room where Twilight oversaw her torture first hand. After finished, Twilight trotted over to the city hall where she found Sunset waiting.

"All of Cloudsdale is ours." noted Sunset.

Twilight laughinly scoffed at this.

Of course it is." said the lavender pony.

"While you were gone we captured a trio of stallion pegasus trying to flee. I captured them easily." said Sunset.

"You better have." scoffed Twilight.

Sunset Shimmer was taken aback by this.

"That seemed a little cold." said Sunset.

Twilight spat on the ground.

"You will do your job. Everpony can be replaced. Master believes that." said Twilight.

Sunset Shimmer shook head.

"We have captured a Wonderbolt." note Sunset.

Twilight froze and looked at Sunset quickly.

"Why did you not tell me that sooner!?" asked Twilight furiously.

"I was going to." answered Sunset.

The lavender unicorn sighed and took a moment.

"Who is it?" asked Twilight.

"Wind Rider." answered Sunset.

Twilight smiled at this.

"Well, we have ourselves a living legend." mused Twilight smirking.

"What should we do with him?" asked Sunset uneasy.

"Torture him until he talks. We'll squeeze every once of information out of him." answered Twilight, with a sinister grin.

The yellow unicorn could only gulp.

"I understand." replied Sunset.

"Good. Once that is done we will parade him around in chains then ship him back to Master as a present." said Twilight.

"Yes." said Sunset.

Sunset Shimmer averted her gaze which did not go unnoticed by Twilight.

"What is wrong with you?" asked Twilight.

"I am fine." answered Sunset.

"Don't lie to me!" snapped Twilight.

"You're...acting darker than usual." noted Sunset.

"Seeing two of my so called "friends" put me in a bad mood." huffed Twilight.

The lavender unicorn scoffed.

"I am going to oversee the torture of Wind Rider." stated Twilight.

Twilight marched off leaving Sunset alone.

"This is bad." said Sunset.

An anxious Sunset began walking back and forth.

"Twilight is really acting dark. She's totally losing herself." mused Sunset.

Sunset bit her lip for a moment.

"If this continues unopposed, she'll never be able to go back." noted Sunset.

Sunset shook her head and gulped.

"I have to help her!" declared Sunset.

Sunset turned to take off, but suddenly stopped as her declaration hit her.

"Did...I just say that?" asked Sunset.

Author's Note

A/N: That is where we'll end this here. Next time, we will continue onward. Please review.

Chapter 25

It was a glorious victory for the pro - Sombra forces. They had been unmolested in their advance in Equestria and had recently captured a famous Wonderbolt. Wind Rider was paraded around and sent back to the Crystal Empire as Twilight ordered. Now, the pro - Sombr forces were preparing to take off and make their next attack.

"Twilight." came a familiar voice.

"Please come in Sunset Shimmer." replied Twilight.

Sunset walked in while Twilight was looking at a map of Equestria.

"Where are we going?" asked Sunset.

"Trottingham." answered Twilight calmly.

"Good. That should be easy." said Sunset.

"Indeed. Our forces are clearly superior so we have no need to worry." said Twilight confident.

"Yeah." agreed Sunset distant.

Twilight groaned and rolled her eyes.

"Now what is wrong?" asked the lavender unicorn annoyed.

"Nothing. I am just thinking about the attack." answered Sunset.

Twilight stared Sunset down looking for signs she might be lying.

"You better not be going soft!" snapped Twilight.

"Of course not! I am as ambitious as ever!" declared Sunset.

Twilight have Sunset Shimmer a glare.

"You better not." said Twilight.

"I promise you I am not." said Sunset.

Twilight shot Sunset an accusatory glare.

"I will not let anyone hinder Master!" declared Twilight.

"Neither shall I." replied Sunset.

Twilight continued glaring at Sunset.

"Do you?" asked Twilight, not believing.

"Yes." answered Sunset.

"Can I trust you?" asked Twilight pointblank .

"Yes." answered Sunset firmly.

"How can I be sure?" asked Twilight.

"I have done nothing to show disloyalty." answered Sunset.

Twilight shook her head.

"You have had an external mask of loyalty." noted Twilight.

"I am loyal!" declared Sunset.

"Don't trust anypony." warned Twilight.

"That seems kind of cold." said Sunset.

"It's the honest truth." replied Twilight.

"I wonder if Somba counts." mused Sunset.

Before she knew what happened, Sunset was slapped in the face by Twilight knocking her to the ground.

"Don't do you dare say that!" screamed Twilight.

Sunset Shimmer got back up.

"I am waiting for an apology." said Twilight.

"I am sorry." said Sunset softly.

"That is better." said Twilight.

"Are you going to tell King Sombra what I said?" asked Sunset uneasily.

Twilight tapped her chin thinking for a minute.

"I can be persuaded to stay silent." answered Twilight.

Sunset gulped nervously at this.

"When we assault Trottingham, I will pick a victim myself and you will kill them in front of me. If you do this then I won't say a word as I'll believe in your loyalty." explained Twilight.

"And...if I don't?" asked Sunset nervously.

"I will tell Master and you'll be executed." answered Twilight.

Sunset froze at this.

"What do you say?" asked Twilight.

"I accept." answered Sunset.

In Ponyville, it seemed like just another ordinary day. The ponies where going about their usual business around their little town. At the Hay and Stay, Rainbow was doing better while telling other ponies a story of how she crashed. However, rumors ran rampant around Ponyville. Applejack, Fluttershy, Rarity, Pinkie Pie and Spike popped in to visit.

"Howdy Rainbow!" called AJ.

"Hey guys." replied Rainbow.

Rainbow was on her bed re-reading a Daring Do book.

"It's funny, Twilight got me to read these books." mused Rainbow sadly.

"Let's focus on brighter subjects." proposed Rarity.

"We can't ignore this." said Spike solemn.

"Spike is right." said Rainbow.

The others looked at each other.

"So...where do you begin?" asked Applejack.

"Twilight has joined Sombra. We cannot ignore this fact." answered Rainbow.

"It seems those nasty dark spells really mixed up her mind." sighed Pinkie.

"I just can't believe it." said Fluttershy, broken.

Rainbow beckoned Fluttershy over and Fluttershy walked over to it.

"It's okay Fluttershy. It'll all be okay." said Rainbow.

Rainbow wrapped her forearm around Fluttershy.

"There has to be a way to get her back." said Spike.

"Any chance Discord could help?" asked Rainbow.

"No. He's still effected by the dark magic Twilight used on him." answered Fluttershy.

"Maybe Princess Celestia can help." proposed Pinkie Pie.

"I just don't know anymore." said Spike, shaking his head.

"There has to be something!" cried Pinkie.

"Stay calm Sugarcube." said Applejack.

Pinkie Pie let out a sigh.

"Okay." said Pinkie.

"We can't just stand here." said Spike.

"Darlings, we mustn't forget this Sunset Shimmer is involved." noted Rarity.

"I wonder if she has influenced Twilight." mused Applejack.

"Who cares!" cried Rainbow.

"Rainbow is right. What's important is getting Twilight back." said Applejack.

"How do we do that?" asked Fluttershy.

None of the ponies had an answer to this.

"We're right back to the start." sighed Pinkie Pie sadly.

"We have t think of something!" cried Spike.

"l know what to do." said Rainbow.

"What?" asked Fluttershy.

"'l'll kick some sense into her." answered Rainbow.

Rainbow attempted to take off, but Applejack bit her tail stopping her.

"Applejack!" cried Rainbow.

Applejack released Rainbow who hovered in the air.

"Right now it's too dangerous. She has Sunset, an entire army and Sombra with her." said Applejack.

"I can take them." scoffed Rainbow.

"Not alone." replied Fluttershy.

"Besides, you're injured." added Applejack.

"I'm fine!" snapped Rainbow.

"If you do something this reckless, you'll come back in pieces." said Applejack.

Rainbow rolled her eyes and landed on the ground.

"If we talk to her, maybe she will come around." proposed Rarity.

"It's worth a shot." said Spike.

"We'd need to get Twilight alone." noted Applejack.

"Let's do it. We'll find a way." said Rainbow.

"Yeah." agreed the others.

In Canterlot, life was going on as normal. While word of the invasion had reached the Equestrian capital, most ponies went on as normal not believing that they wouldn't face any sort of damage. In the palace, a quartet of royal where gathered to discuss the situation. Princess Celestia, Princess Luna, Princess Cadence and Prince Shinning Armor where looking at a map of Equestria.

'The Sombra forces have only captured two cities at the moment." noted Princess Luna.

"Vanhoover and Cloudsdale." added Shinning Armor.

"How...bad the situation?" asked Celestia uneasy.

"Bad. Both have been devastated and many ponies enslaved." answered Cadence saddened.

"What of the Wonderbolts?" asked Luna.

"There attention was purposefully diverted so they could not get involved." answered Shinning Armor.

"He thought of everything." sighed Luna.

"Our...somepony else did." mused Celestia.

The other three ponies winced at this.

"I hate to think that Twily is allied with Sombra." sighed Shinning Armor.

"We are all dear." said Cadence comfortingly.

"I did not necessarily mean Twilight." noted Celestia.

The other where at first confused by this.

"Sunset Shimmer." realized Cadence.

"Indeed. She is bright as well." confirmed Celestia.

"Cadence, did you know her?" asked Shinning.

"Yes." answered Cadence.

"Please, tell us what she is like." requested Luna.

"She was a loner like Twilight. However, she had a very abrasive attitude pushing anypony who tired to get close to her away which included myself." said Cadence.

"Did she lust for power?" asked Luna uneasy.

"Yes." answered Celestia sadly.

Luna hung her head, knowing this all too well.

"You are not Nightmare Moon anymore." stated Celestia.

"I am aware, but this hits close to me." replied Luna.

"We have both of them, Sombra and Chrysalis working together." sighed Shinning Armor.

"Indeed we are facing a most difficult challenge." stated Celestia.

"It seems Manehattan is a likely next target." stated Shinning Armor.

"We cannot ignore another possible diversion." mused Luna.

"If they draw our forces away, then Canterlot would be vulnerable." noted Celestia.

"Yet the ponies don't seem to effected." said Cadence.

"I might have been gone for a thousand years, but somethings never change." chuckled Luna, with a tint of sadness.

The four ponies remained silent as the room went somber. However, a horrifying thought suddenly hit Cadence.

"Do...you think Ponyville is in danger?" asked Cadence worried.

Celestia's eyes shot open in surprise.

"Normally, a settlement as small as Ponyville would not be targeted. However, Twilight does have a connection to it." said Celesta worried.

"Can we spare units to defend it?" asked Shinning Armor.

"That would divert forces from the front." answered Luna.

"We well send troops to the south and position them to defend Canterlot...or Ponyville." decided Celestia.

The others agreed with this.

"Shiny, do your parents know yet?" asked Cadence, carefully.

Shinning Armor physically flinched at this.

"No." answered Shinning.

"At this point we might not be able to keep it from them much longer." noted Celestia.

"This would kill them." noted Shinning worried.

"I'll tell them with you." offered Cadence.

"Fine." relented Shinning.

Suddenly, a royal guard burst into the room.

"Princess! We have news!" declared the guard.

The guard gulped and let out a sigh.

"Trottingham has fallen." answered the guard.

"No." gasped Celestia.

In Trottingham, the city had fallen to the pro-Sombra forces with ease. Having cut through the Crystal Mountains, the Crystal Imperial Army unknowingly skipped Starlight's village and attacked the Griffish Isles. The city of Trottingham fell easy and was quickly taken. A statue of folkhero Robin Hoof as toppled with plans to erect a statue of Sombra instead. Sunset Shimmer and Twilight stood in the middle of the city.

"This was too easy." sighed Twilight disappointed.

"Any victory is important." noted Sunset.

"You're right." replied Twilight.

A small grin came t her face.

"Plus, we still have some work to do." shrugged the lavender unicorn.

"What do you mean?" asked Sunset.

"Ponies and Griffins fled into the Trottngham Forest. I've ordered soldiers to go in and kill them so they cannot resist." answered Twilight.

"We better be careful or else Griffonstone might get involved." mused Sunset.

"I doubt that. Their last known monarch was King Grover and he's long gone. Besides, griffins are lazy and greedy creatures. They would get involved unless they could get Bits." countered Twilight.

"Celestia could bribe them." proposed Sunset.

"If so there is no need to worry. It's not like these are ponies where talking about." scoffed Twilight.

Suddenly, two soldiers dragged a young filly before Twilight and Sunset. She had brown fur with a black mane and tail. She was notable a blank flank.

"Good." said Twilight.

Twilight waved her hoof and the two soldiers left.

"What's going on?" asked Sunset.

"You promised to kill a victim of my choosing so I would not tell Master of your doubts. I chose a blank flank and this specimen has been provided." answered Twilight.

Sunset felt her heart skip a beat as the realization hit her.

"Go ahead and kill her." said Twilight.

Sunset gulped and her horn began to glow.

"Here I go." said Sunset.

Sunset began walking toward the filly.

"Please! Don't kill me!" cried the filly with a thick accent.

Sunset froze as she watched the young filly cower.

"I'm waiting." stated Twilight.

"I'm sorry." said Sunset, distraught.

Sunset fired one blast of magic killing the filly.

Author's Note

A/N: That is where we'll end things on that very dark scene. Next time, we continue onward as Sunset tries to cope with what she did. Please review.

Chapter 26

The mood in Canterlot got a bit more somber. News of the fall of Trottingham reached quickly. Commoners like Donut Joe, Colgate, Lemon Hearts and Twinkly Shine had gotten worried. However, the Canterlot upper crust was still confident. In the Palace, news had just recently reached. Shinning Armor and Cadence left while Spitfire arrived and greeted the princesses.

"Hello your majesties." said Spitfire.

Spitfire bowed to the two royals.

"Such formalities are not needed given the circumstances." replied Luna.

Celestia nodded her head in agreement.

"How..is the situation?" asked Celestia uncertain.

"Trottingham and the Griffish Isles are under Sombra's forces." answered Spitfire.

Celestia let out a heavy sigh.

"The Celestial Sea surrounds the islands making escape possible. However, some ponies did escape to the Trottngham Forest." continued Spitfire apprehensive.

"What is their status?" asked Luna.

Spitfire gulped at this question.

"Tell us." requested Celestia.

"They're dead." answered Spitfire.

Spitfire took a moment.

"Sombra's forces attempted to assault them, but the forest hindered them..." began Spitfire.

The Wonderbolts leader stopped and collected herself.

"So the forest was burned was immolating the ponies." concluded Spitfire hurt.

The two royal sisters winced at this revelation.

"That monster." said Celestia shaken.

Luna took a deep breath.

"Sister, there is nothing we can do now." replied Luna somber.

Celestia then took a moment to control herself.

"You are right." agreed Celestia.

"Any news fro Griffinstone?" asked Luna.

"No. It seems like there's a power vacuum currently." answered Celestia.

"So we're our own." sighed Celestia.

"What about the buffalo?" asked Luna.

"Chief Thunderhooves has expressed a willingness to aid us." answered Celestia.

"It's funny how things change." mused Luna.

"Our relationship with the Buffalo have changed." agreed Celestia.

"I still remember how ponies of a thousand years ago killed Buffalo and forced them off their land." noted Luna, embarassed.

"The tragedies of the past have occurred sadly." replied Celestia.

Celestia then shook her head.

"We mustn't lose focus!" declared Celestia.

Luna nodded her head in affirmation.

The royal sisters turned their attention back to a map of Equestria.

"We can have the Buffalo reinforce defenses at Appaloosa and Dodge Junction." said Celestia.

"Unfortunately, Dragon Lord Torch still refuses to help." sighed Luna.

"Yakyakistan is retaining its isolationist policy as well." said Celestia.

Luna rolled her eyes at this.

"Somethings never change." sighed Luna.

"Unfortunately so." replied Celestia.

"Your majesties, may I ask a question?" asked Spitfire.

"You just did." noted Luna.

"Yes." answered Celestia.

"Where are Prince Shinning Armor and Princess Cadence?" asked Spitfire.

The royal sisters took a moment.

"They are with the prince's family." answered Luna.

"It is...personal business." added Celestia.

Shinning Armor and Cadence had left the palace. They traveled across Canterlot with butterflies in both of their stomachs. They arrived and knocked on the door. Twilight Velvet answered and happily welcomed them into their home. Night Light joined them and they gathered around the kitchen table. Twilight Velvet made tea and served them.

"It's so nice to see you." began Twilight Velvet.

"Hopefully, Twilight will come by sometime soon." added Night Light.

Twilight Velvet and Night Light chuckled.

"Yeah." said Shinning, trying to stay calm.

"So, what are you up to?" asked Night Light.

"Trying to help with the invasion." answered Shinning solemnly.

Night Light instantly felt regretful.

"I'm sorry. I didn't mean to-" began Night Light.

Shinning held her his hoof up and shook his head.

"It's fine dad." replied Shinning.

"We were so worried when we heard what happened in the Crystal Empire." confessed Twilight Velvet.

"And we where so relieved when we found out you where okay." added Night Light.

"Thank you for that." said Cadence.

"Anyway, what exactly brings you by anyway?" asked Twilight Velvet.

Shinning took a deep breath as his father took a sip of tea.

"We need to talk about Twily." answered Shinning.

Night Light spit the tea out of his mouth.

"What's wrong with our baby?" asked Night Light.

"Is she okay? Did something happen?" asked Twilight Velvet.

Shinning Armor and Cadence shared a glance.

"Twilight...is fighting in the war." answered Shinning.

To his surprise, both of his parents laughed.

"Please don't worry us like that." laughed Night Light.

"We're used to Twilight getting involved in this big affairs. But, she's always okay." added Twilight Velvet.

"Twilight is fighting for Sombra." stated Cadence.

Twilight Velvet and Night Light froze.

"Cadence dear, that is a bad joke." said Twilight Velvet.

"It's not a joke mother. Twilight fought against both of us. She is fighting with Sombra." said Shinning Armor somberly.

Shinning watched as his parents sat in horrified silence.

"But..." stammered Night Light.

"No. No. No. There has to be a mistake." said Twilight Velvet.

"Aunty Celestia and Princess Luna are the only others who know." added Cadence.

"Why didn't you tell us sooner?" asked Night Light.

"We thought it'd be better if you didn't know." answered Shinnng

"That's understandable." said Twilight Velvet.

Twilight Velvet and Night Light where both coming to terms with this.

"We don't think it's fully her doing." said Shinning.

"What do you mean?" asked Twilight Velvet.

"We believe Sombra is using dark magic to manipulate her." answered Shinning.

"Oh sweet Celestia. Dark magic." said Night Light mortified.

"But, that means it's not her fault." noted Cadence hopeful.

"That is good. At least she isn't doing it of her own will." mused Twilight Velvet.

"It's not so much Twily as it is a puppet." stated Shinning.

Night Light rubbed his face with his hooves.

"It might not be easy, but we will get her back!" declared Shinning.

Cadence nodded her head in agreement with this.

"Son, thank you for telling us this." said Night Light.

"You deserve to know." replied Shinning.

"Please, bring her home." requested Twilight Velvet.

Shinning nodded his head.

"We will." promised Shinning.

In Ponyville, word of the attack on Trottingham reached the town and the ponies grew more concerned. Mayor Mare tried to calm them, but it was clear that this wasn't working. The rest of the Mane 6 and Spike all gathered at Fluttershy's cottage. Angel was up to his usual tactics, but the ponies had none of it. They gathered around the table.

"So another town falls." sighed Spike.

"I heard the ponies where chased into the forest and burned alive." noted Fluttershy, clearly disturbed.

The others all shuttered at this.

"I don't care if she's controlled by Sombra, Twilight has gone too far!" declared Rainbow.

'Calm down Rainbow." requested Pinkie, flat maned.

"She burned ponies!" exclaimed Rainbow.

The others gave each other hurt looks.

"She will pay for what's happened." said Applejack.

Angel watched them from the top of the stairs, not pleased his antics failed.

"Her mind has been polluted." noted Spike.

"I know how close you are Spike." said Rarity.

Rarity wrapped her foreleg around Spike's shoulders.

"I don't care." huffed Rainbow.

"Please stay calm." pleased Fluttershy.

"Think about your family!" cried Rainbow.

Fluttershy stopped for a moment.

"I know." replied Fluttershy hurt.

Angel did not noticed the being that popped up behind him.

"We can save her!" declared Spike.

Angel felt a dragon tail touch his should nearly jumped out of his fur.

"Stay calm." whispered Discord.

"How?" asked Pinkie.

A devious thought came to Angel's head.

"We would have to find a magic strong enough to counter Sombra's magic." answered Rarity.

"Ah" cried Angel.

Angel threw himself down the stairs.

"Oh Angel!" cried Fluttershy.

Fluttershy flew over and scooped up Angel.

"What happened?" asked Fluttershy.

Angel answered by pointing to Discord.

"You little weasel." seethed Discord.

Angel shot Discord a devious smile.

"Oh Discord!" cried Fluttershy

"I swear I am innocent." stated Discord.

"Actually, we need your help." said Fluttershy.

Discord snapped his fingers and joined the others.

"What are you thinking Fluttershy?" asked Rainbow annoyed by Discord.

"Discord's magic could help us." answered Fluttershy.

The others realized what she was talking about.

"Sorry, but Twilight Sparkle isn't a pony I really want t help at the moment." replied Discord.

"How da ya know we was talkin' about Twilight?" asked Applejack suspicious.

"I was going to join Fluttershy, but did not want to interrupt your meeting." answered Discord.

"How considerate." replied Fluttershy.

"Eavesdropping isn't considerate." murmured Rainbow.

"Eeyup." agreed Applejack.

"Please. For me." requested Fluttershy.

"Okay." sighed Discord.

"We need to go to Canterlot right away." said Spike.

"Actually, I gotta go to Manehattan and make sure Aunt and Uncle Orange are okay." stated Applejack.

"I am going to. I have a friend I need to see." added Rarity.

Spike let out an depressed sigh.

"Don't worry Spikey Wikey, we can go when we get back." promised Rarity.

In Trottingham, Twilight was overseeing the implementation of Sombra's rule. Meanwhile, Sunset Shimmer had held herself up in the town hall. She said she was resting and ordered nopony to bother her. In reality, she was having a sever crisis of conscience. She was pacing around talking to herself.

"Oh Celestia." said Sunset.

Sunset had a horrified look on her face.

"That innocent filly." said Sunset.

Sunset closed her eyes, but saw the horrified filly's face.

"Ahh!" cried Sunset.

A knock suddenly came on the door.

"Are you okay?" asked the guard.

"Fine! Go away!" answered Sunset.

Sunset took deep breaths.

"How could I do such a thing?" asked Sunset.

Sunset saw the filly's face and vomited into the trash can.

"Is this the price of power? Is that where my lust for power will led?" asked Sunset.

Sunset shook her head.

"No. I will not go down that path." vowed Sunset.

Author's Note

A/N: That is where we'll end this chapter. I hope you liked this. Also, I need to know whether you want this to be a series or a one-off. This will effect the ending for this. Next time, the start of the attack on Manehattan. Please review.

Chapter 27

Disclaimer: I don't own My Little Pony

It was a beautiful day in Manehattan. At Grand Central Terminal, the train pulled in dropping off its passengers. Rarity and Applejack got off the train, gathered their luggage and departed. They two ponies made their way through Manehattan clearly feeling different. Rarity was in bliss enjoying the big city while Applejack was not comfortable. They arrived at the Orange residence and Applejack knocked. A moment later, the door opened.

"Hello Applejack. It is so grand to see you again." said Aunt Orange.

The two hugged.

"Always nice to see kin." replied Applejack.

"You must be Rarity. I've heard a lot about you." said Aunt Orange.

"What a grand pleasure." said Rarity.

The two ponies came into the building and Aunt Orange shut the door behind them.

"Ah. Applejack. Great to see you." said Uncle Orange.

Uncle Orange walked over to them.

"Who is your friend?" asked Uncle Orange.

"Miss Rarity. A pleasure to meet you." answered Rarity.

Rarity extended her foreleg which he kissed.

"Such a gentlecolt." giggled Rarity.

"We've heard a great deal about you." Aunt Orange.

"Hopefully, I can expand into Manehattan soon." said Rarity.

Applejack rolled her eyes.

"You've never been a fan of the finer things." mused Uncle Orange.

"Ah like the simple life on the farm." said Applejack.

"How are things on the farm?" asked Aunt Orange.

"Great. We're lookin' at a mighty fine Zap Apple harvest this year." answered Applejack.

Applejack looked around.

"Where's Babs?" asked the farmer.

The Oranges chuckled.

"Doing her Crusading." answered Uncle Orange.

Applejack and Rarity unpacked and settled in. Some time later, Babs Seed came in.

"High Applejack." said Babs.

Babs ran over and hugged her cousin.

"Hello Babs." sad Rarity.

"Oh, nice to see ya." replied Babs.

Rarity groaned a bit at the poor grammar.

"How are the Crusaders doin'?" asked Babs.

"Great. And I know they'll want to hear how you y'all are doing." answered Applejack.

"We're doing great! We've got five members right now - two have already got their Cutie Marks!" declared Babs.

"What spectacular news." said Rarity.

"So how long are yous gonna be stayin' here?" asked Babs.

"Not sure." answered Applejack.

"We can stay for a bit. I would like to scout possible store locations." said Rarity.

"The quicker we get back to Ponyville the better." huffed Applejack.

"You never where one for city life." noted Aunt Orange.

"I was never cut out to step and strut out. Give me the simple life." replied Applejack.

"Manehattan is a Tartarus of a town." said Rarity.

"Never thought I'd hear ya say that." chuckled Applejack.

"Yes well, a lady does need to get her point across." said Rarity.

"Sure." said Applejack with a chuckle.

"Supper will be soon." noted Aunt Orange.

"Well I am absolutely famished." said Rarity.

"I hope it's a good amount. I'm as starved as a sheep in the desert." said Applejack.

"Can ya tells me about the Crusaders?" asked Babs.

Applejack couldn't help but smile at her Babs' enthusiasm.

"Sure." answered Applejack.

"Great!" cried Babs.

The ponies had dinner, then spent time together and went to sleep. Celestia's sun was replaced by Luna's moon which was again replaced by Celestia's sun when the morning came. Manehattan never sleeps and thus life went on with seemingly nothing able to interrupt this. However, a large shadow blocked the sun out. Ponies began to gather in order to see what this was.

"Attack!" ordered Twilight.

Sombra's Army began their assault with Twilight and Sunset on the Statue of Pony Liberty.

"This won't be as easy." mused Sunset.

"Don't be so sure." replied Twilight.

Twilight used a levitation spell and the duo began to moving toward Manehattan.

"One second." said Twilight.

Twilight turned and fired a powerful beam of magic which shattered the State of Pony Liberty.

"Much better." said Twilight.

Twilight and Sunset and landed in Manehattan. Police quickly surrounded them.

"Freeze!" cried on of the officers.

Twilight rolled her eyes at this.

"Sunset, deal with this." said Twilight.

Sunset kept a straight face as her horn began to glow. Sunset fired a blast that sent the officers flying backwards.

"Non-lethal. But, it's still effective." shrugged Twilight.

Sunset breathed a sigh of relief.

"Ma'am!" cred one of the soldiers.

Twilight looked and saw Equestrian pegasus soldiers charging.

"About time." huffed Twilight.

The Equestrian soldiers landed in front of Twilight and Sunset.

"You're under arrest." said one the soldiers.

"You'll have to take us by force." said Twilight.

The soldiers began to close in when several solders suddenly turned and attacked others. Once the Equestrian soldiers where incapacitated, the Changeling forces dropped their facade.

"Take on pony appearances and blend in. You will act as a fifth column." said Twilight.

The Changelings took on pony forms and took off.

"They're at least good for something." mumbled Twilight.

Sunset Shimmer noticed three shadows coming toward them.

"We've got company." noted Sunset.

Spitfire, Fleetfoot and Soarin' landed in front of the duo.

"Twilight Sparkle and Sunset Shimmer! You're both under arrest for treason!" cried Spitfire.

Twilight let out an uproarious laughter.

"I've seen you three in action. You're a joke." scoffed Twilight.

"That's it!" cried Soarin'.

Twilight turned to Sunset.

"You take Fleetfoot. I'll deal with Soarin' and Spitfire." said Twilight.

"Understood." replied Sunset.

Sunset used a teleportation spell and took off with Fleetfoot in hot pursuit.

"So, which one of you wants to go first?" asked Twilight.

"I'll handle this." answered Soarin'.

Soarin' charged Twilight, but she trapped him with her magic.

"Oh please. You have to do better than that." huffed Twilight cockily.

Twilight noticed Spitfire attacking so she chucked Soarin' into her knocking them to the ground.

"That was just a test." said Spitfire.

Spitfire shot off left to the left while Soarin' shot of to the right.

"Boring." yawned Twilight.

The two Wonderbolts attacked, but Twilight shot them back with a shield.

"Rudimentary tactics like that won't do a thing." stated Twilight.

The two Wonderbolts once again took off, but Twilight rolled her eyes.

"This is dull." sighed Twilight.

Twilight aimed her horn and and cast her Blood Manipilation Spell. The Wonderbolts found themselves frozen.

"Sweet Celestia! Dark Magic!" exclaimed Soarin'.

"Just like the Princess stated." thought Spitfire.

Sunset Shimmer was racing through Ponyville. The unicorn had Fleetfoot on her trail and lacked the confidence Twilight had. Sunset knew she couldn't out race Fleetfoot and was using her magic to teleport in order to stay ahead. Annoyed by this, Fleetfloot turned and dive bombed forward of where Sunset was. Fleetfoot hit the ground creating a crater sending Sunset crashing to the ground.

"Darn." said Sunset.

Sunset got up and faced off with the Wonderbolt.

"End of the line." said Fleetfoot.

"I'm warning you. Leave right now." said Sunset.

"Seems like you're more of a coward." chuckled Fleetfoot.

Fleetfoot took off and charged.

"I warned you." said Sunset.

Sunset fired off multiple shots, but Fleetfoot dodged them easily.

"You'll have to aim better than that!" called Fleetfoot.

Fleetfoot flew up high, but Sunset caught her in her magic.

"I gave you a chance!" cried Sunset.

Sunset tossed Fleetfoot into a newsstand.

"Oh Celestia." said Fleetfoot.

Sunset fired a blast of magic at Fleetfoot. However, Fleetfoot dodged it.

"Stop making it hard on yourself!" cried Sunset.

Sunset fired a blast of magic and hit Fleetfoot hot crashed into a produce stand.

"My cabbages!" cried one of the stand owners.

Sunset grabbed Fleetfoot and threw her through a bakery store window where ponies where hiding.

"Ahh!" exclaimed Trixie, dodging glass.

Sunset blew the door away with her magic and walked in.

"Owe." groaned Fleetfoot.

Sunset walked over to Fleetfoot and saw Trixie.

"Please don't hurt me!" cried Trixie.

Sunset raised a confused eyebrow at this.

"Why would I..."

Before she could finish, Fleetfoot charged into Sunset and they crashed onto the street.

"You let your guard down!" cried Fleetfoot.

Fleetfoot attacked again, but Sunset teleported to the sidewalk.

"Coward! Using the ponies in that store as your shields!" cried Fleetfoot.

Sunset gave a confused and angry glance.

"I would never give do that!" declared Sunset vocally.

Fleetfoot merely scoffed at this declaration.

"I know your type." said Fleetfoot.

Fleetfoot charged toward Sunset, but Sunset threw up a shield and Fleetfoot crashed into it.

"Dammit!" cried Fleetfoot.

Sunset lifted Fleetfoot into the air with her magic.

"I cannot have your interfere." stated Sunset.

Sunset was suddenly distracted by the unicorn in the bakery.

"Why is she so familiar?" asked Sunset to herself.

Sunset's distraction allowed Fleetfoot to escape.

"I'm a Wonderbolt! You can't go easy on me!" cried Fleetfoot.

Sunset grumbled at this.

"You're finished!" declared Fleetfoot.

Fleetfoot dive bombed Sunset. Sunset fired magic beams, but Fleetfoot managed to dodge them.

"I can't stop her." realized Sunset worried.

Sunset teleported back to the side walk in the last minute. Fleetfoot put a crater in the street and was lying unconscious in it.

"That sees to have done it." sighed Sunset.

Another pony teleported behind Twilight.

"Excellent. I knew you could handle her." smirked Twilight.

Twilight turned and saw inside the bakery. She froze noticing a familiar blue unicorn.

"You!" cried Twilight.

With the extensive battle, a mass exodus of ponies from Manehattan quickly developed. Given the chaotic situation, the exodus had started out as chaotic and trampling quickly became a major threat. Luckily, Applejack and Rarity stepped in and remedied the situation. Once the situation was under control, and the Oranges as well as Babs, where safe, the two Ponyville residences left to help fight the soldiers.

"I did hope to avoid combat. It's not good for a ladies' hair." said Rarity.

The two where galloping toward the fighting.

"Can can think of somethin' other than your hair?" asked Applejack.

"I, for one, refuse to stand by and do nothing during such a dreadful situation." answered Rarity.

"Yeah. You ain't yella." agreed Applejack.

"Do you think Twilight is here?" asked Rarity worried.

"Don't know. But, if she is we'll set her straight." answered Applejack.

The two turned a corner to where they heard fighting.

"I hope we ain't too late." said Applejack.

They stopped seeing Twilight looking into a bakery with a look of hatred on her face...

Author's Note

A/N: That is where we'll end this chapter. When Applejack replied "give me the simple life" that is a reference to "Give Me The Simple Life" being inspired by the Tony Bennett version. Rarity's reply is a reference to "New York, New York (On The Town) by Frank Sinatra. Also, I did put an Avatar: The Last Airbender reference in here too. That's such an awesome series. Next time, the battle for Manehattan concludes. Please

Chapter 28

Trixie Lulamoon had been fearful a few times in her life. Facing Twilight, the incident with the Ursa Minor immediately came to mind. However, facing Twilight Sparkle with an expression of hatred on her face made Trixie more fearful than she had ever been.

"Twilight...it has been a while." said Trixie nervously.

"Yes it has Trixie." replied Twilight, with venom in her voice.

Hearing her name, it all clicked for Sunset.

"Twilight, is this the Trixie you told me about?" asked Sunset.

"Yes. The pathetic, megalomaniac, self-centered, inept, pathetic fraud." answered Twilight.

"Are...are you fighting for Sombra?" asked Trixie.

"Yes." answered Twilight.

"But, you where the student of Celestia." noted Trixie confused.

"Don't ever mention that name again!" cried Twilight.

Twilight calmed down and took a breath.

"I was her student. However, she kept me down. Master woke me up from the fairy tail that I was living in." explained Twilight.

Trixie's limbs began to quiver.

"Last time we met, you tried to take control of Ponyville before I beat you in a dual." began Twilight.

Twilight's horn began to glow and she trapped Trixie with the Blood Manipulation Spell.

"My so called friends saved you then, but you won't escape now." said Twilight, with a sinister smile.

Twilight pulled Trixie out of the store and began to twist her limbs.

"Ahh!" cried Trixie, in excruciating pain.

"Yes! Scream for me!" cried Twilight, euphoric.

Sunset watched the scene unfolding in front of her in horror.

"Twilight, just finish her off. We have bigger business to take care of." said Sunset.

"No. I'm enjoying this." replied Twilight.

"Please...just kill me." begged Trixie.

"Stop it!" cried a country voice.

Twilight turned to face Applejack and Rarity.

"Oh great. Now we have these two." said Twilight.

"More former friends?" asked Sunset.

"Applejack and Rarity." answered Twilight disgusted.

"Darling, we prayed to Celesta it wasn't true." said Rarity.

"You're no better than here! Vulture, everyone of you!" cried Twlight.

"Sugarcube..." began Applejack.

The farm pony began walking forward, but a malevolent snarl on Twilight's face stopped her.

"Enough talking!" cried Twilight.

Twilight's horn had dark magic swirling around.

"Sombra is using you!" cried Applejack.

"We can help you!" pleaded Rarity.

The lavender unicorn let out a maniacally laugh at this.

"Master is the one who helped me break free!" declared Twilight.

"It seems she doesn't want help." said Rarity.

"We may need to take a page out of Dash's book." mused Applejack.

"What do you mean?" asked Rarity uncertainly.

"We knock her out and bring her to Celestia." answered Applejack.

A scowl came to Twilight's face hearing this.

"Okay." agreed Rarity.

Twilight flared her nostrils.

"Sunset, you deal with this inbreed hick. I'll take the prissy diva." said Twilight.

"Right." replied Sunset.

Twilight quickly turned around.

"I haven't forgot you Trixie. Sit still and I'll deal with you once we're done with this." stated Twilight.

Trixie could only whimper as Twilight turned back around.

"Let's dance." said Twilight.

The Ponies broke off. Twilight began blasting magically blasts at Rarity who used her magic to teleport out of the way.

"Stop running!" cried Twilight.

"I don't want to fight you!" declared Rarity.

"I do!" exclaimed Twilight.

Twilight fired a long beam off magic and managed to catch Rarity. The blast hit the ground and Rarity was sent tumbling.

"This is not good for my mane." mused Rarity.

"This is not good for my mane." parroted Twilight in a mocking manner.

Rarity got back up.

"Please don't do this." requested Rarity.

Twilight fired a blast of magic hitting the ground at Rarity's hooves. The fashionista was forced to hop out of the way.

"Twilight!" cried out Rarity.

Twilight fired more blasts of magic forcing Rarity to hop around.

"Dance Rarity!" laughed Twilight.

Twilight continued until shot a blast of magic that grazed Twilight.

"You missed." scoffed Twilight.

"I'm not going to hit you." replied Rarity.

"Big mistake!" cred Twilight.

Twilight fired a beam of magic toward Rarity.

"Ahh!" exclaimed Rarity.

Rarity fired her own magic beam and the two collided.

"Twilight...we can help you!" called Rarity.

"I don't need help!" cried Twilight.

Twilight's magic beam overwhelmed Rarity's Rarity dropped her beam and threw up a magic shield that blocked Twilight's beam.

"You're pissing me off!" screamed Twilight.

Twilight began firing rapid blasts of magic which Rarity's shield blocked.

"You bitch." snarled Twilight.

Twilight used her magic to grab the sign off a nearby business. She tossed into Rarity breaking her shield and knocking her to ground.

"Awe, what' wrong Rares?" asked Twilght.

The lavender unicorn trotted over to Rarity.

"Are you feeling a little...down?" asked Twilight, with fake concern.

Twilight let out a laugh.

"Your little marefriend can't help you." noted Twilight

Rarity tried to get up, but couldn't.

"When Sunset gets finished with her, she'll be a bruised apple." said Twilight.

Twilight again laughed at her own joke.

"Tell me, is Applejack upset that you'll pull Spike around like a marionette?" asked Twilight.

"I never." said Rarity.

"And you say I'm the delusional one!" laughed Twilight.

Twilight stopped and a sinister grin came to her face.

"Maybe...I should see if you're little sister would put up more of a fight." mused Twilight.

An expression of anger came to Rarity's face. The white unicorn fired a blast of magic that struck Twilight.

"Damn." said Twilight.

"You will leave my little sister out of this!" declared Rarity.

"It seems I struck a nerve." noted Twilight.

Rarity fired a volley of magic blasts to Twilight who easily blocked them with a magic shield.

"We both know my magic is much stronger." said Twilight.

"Don't count on it." replied Rarity.

Rarity charged a lot of magic in her horn and fired a powerful beam of magic. It shattered Twilight's shield and sent her rolling down the street.

"You...won't...hurt...my...sister." vowed Rarity.

Rarity cast a spell and pinned Twilight to the ground.

"You're finished." stated Rarity coldly.

Twilight simply smirked and cast the Blood Manipulation Spell on Rarity.

Meanwhile, Sunset Shimmer was on the defensive. The yellow and red unicorn wanted to defeat the farmer without hurting her. However, this plan proved to be ineffective as Applejack was more than willing to whatever it took to defeat Sunset. Applejack began bucking trash cans, signs and whatever else she could sending them catapulting toward Sunset who was using her magic to teleport and avoid this projectiles.

"Ya can't keep dodging like a chicken with ya head cut off forever!" declared Applejack.

Applejack bucked a trash can which Sunset ducked.

"I don't want to hurt you!" declared Sunset.

"Like I believe that!" scoffed Applejack.

"I mean it!" cried Sunset.

"You're just another snake in the grass!" declared Applejack.

Applejack bucked a newspaper vending machine toward Sunset.

"Uh oh." said Sunset.

Sunset teleported and appeared near Applejack.

"Have ya even stopped to think about the innocent ponies you've hurt?" asked Applejack angrily.

"Yes." answered Sunset hurt.

Applejack shook her head.

"I don't believe ya." replied Applejack.

Applejack charged Sunset who would use her magic to teleport.

"Quit hiding!" cried Applejack.

Sunset appeared on the sidewalk.

"Please stop." requested Sunset.

Applejack charged and Sunset used her magic to teleport away.

"Do ya think about the ponies who'll never have family members?!" asked Applejack angrily.

Applejack's face was a angry scowl while she held back tears.

"Twilight mentioned you lost family." noted Sunset.

"DON"T YOU DARE BRING MA FAMILY INTO THIS!" exclaimed Applejack, at the top of her lungs.

Applejack charged and managed to tackle Sunset before she could teleport away.

"You'll never hurt another pony again." vowed Applejack seething.

Sunset used her magic to teleport and arrived a few feet away.

"I'm sorry if I upset you." began Sunset.

Applejack charged and tackled unset again.

"I warned you not to mention ma family!" cried Applejack.

Applejack raised her hooves and began pummeling Sunset.

"Stop!" cried Sunset.

Applejack refused so Sunset blasted her off with defensive magic.

"Just cause y'all got magic don't mean you can beat me." spat Applejack.

The yellow unicorn got back up.

"Please, we don't have to do this." said Sunset.

Applejack charged so Sunset grabbed the farmer with her magic.

"Just listen to me." said Sunset.

"You got nothin' to say to me!" declared Applejack.

Sunset released Applejack.

"Look, I am not..." began Sunset.

Before she could finish, Applejack charged Sunset once more causing the two to roll on the street.

"Oh Celestia." thought Sunset as they rolled.

The two stopped with Sunset laying down and Applejack on top of her.

"Y'all only care about power. You don't give a damn about you ya hurt." said Applejack.

"I'd stop if I where you." said Twilight.

Applejack turned and saw Rarity lying on the on the ground not moving.

"She's not dead. I used my Blood Manipulation Spell on her." explained Twilight.

Applejack let out an angry sneer.

"I can kill when I please, but I will spare her...if you surrender. It's either Sunset or your beloved Rarity. Your choice." said Twilight.

"You monster!" cried Applejack.

Twilight laughed at this.

"You're fucking right!" declared Twilight.

Applejack grinned her teeth.

"Tick tock." said Twilight.

As this occurred, Trixie was looking on. She was shocked that Twilight was doing this and couldn't let it stand.

"I've got to do something." mused Trixie.

Trixie grabbed a basket of bread with her magic and tossed it. The basket hit Twilight who angrily turned around.

"Oh! You just signed your own death warrant!" declared Twilight.

Twilight and Trixie fired a beam of magic at each other. The two unicorns knocked each other out.

"Twilight!" cried Sunset.

Sunset ran over to check on Twilight.

"I can't believe she saved us." said Applejack.

"Twilight! Speak to me!" cried Sunset.

"My head." groaned Twilight.

Applejack tossed both Rarity and Trixie on her back.

"Good thing I work on the farm." thought Applejack.

"Over here!" cried a male voice.

Applejack turned and saw pro-Sombra forces charging her way. She then noticed Twilight was starting to recover.

"I'm sorry Twilight." said Applejack, who ran off.

Author's Note

A/N: That is where we'll end this chapter and I hope you liked it. Also, Twilight was channeling the Joker here. My personal favorite Joker is Mark Hamil and that oddly fits with the inspiration for this drawn from the Star Wars prequels. It also fits a Tara Strong has voiced both Barbara Gordon/Batgirl and Harley Quinn. Actually, the way Sombra manipulated Twilight is sort of similar to Harley and the Joker. Next time, we deal with the aftermath of this. Please review.

Chapter 29

Manehattan had fallen. This was a fact and it horrified all of Equestria. The refugees from Manehattan fled to Canterlot following the fall of the city and now the Canterlot elites couldn't avid the situation any longer. Uncle Orange, Aunt Orange and Babs where settled in one of the growing refugee camps. Applejack raced to the hospital where Rarity and Trixie got taken t emergency care. Applejack wrote to the others who arrived. Rainbow was hovering. They met Applejack in the hospital room Trixie and Applejack shared.

"Oh my!" gasped Fluttershy in horror.

Rarity was laying unconscious in her hospital bed with machines hooked up to her.

"Twilight did this." said Applejack bitterly.

"There's no way!" declared Spike.

"It's true. I saw it first hand." said Applejack.

"The Innocent and Merciful Twilight is a ruthless sociopath." scoffed Trixie.

Trixe was laid up with a hurt back leg, a bandage over her forehead and taped ribs.

"What is she doing her?" asked Rainbow, annoyed.

The farmer quickly caught her friends up what happened in Manehattan.

"This...can't...be." stammered Spike.

"Twilight is evil." said Pinkie, mane deflated.

"When I see that damn unicorn I'll break her horn off!" declared Rainbow.

"Save some for me." agreed Applejack.

"Hey, this is Twilight after all." noted Spike.

"She is our friend." added Pinkie Pie.

"After what happened, she's dead to me." said Applejack.

"I can get on board with that." said Rainbow.

"That's so mean." said Fluttershy, distraught.

"Look at what she did to Rainbow." stated Rainbow angrily.

Fluttershy looked at Rarity and winced at the site.

"I am not condoning this..." began Fluttershy.

"When we get our hooves on Twilight, we're kicking her flank." promised Rainbow.

"No." said Spike.

The ponies turned their attention to the baby dragon.

"I cannot let you hurt Twilight." stated Spike.

"We know she raised ya, but she can't g unpunished for this." said Applejack.

"I know. But, there has to be another way." sighed Spike.

Trixie interrupted this with a hearty laugh.

"The Great and Powerful Trixie is amused by your antic." laughed Trixie.

"We don't need your opinion." said Rainbow.

"Trixie has the right to say what she thinks." huffed Trixie.

"If you're so Great and Powerful then why are you in a hospital bed?" asked Rainbow.

Rainbow smirked confident she hit Trixie where it hurts, her ego, but Trixie kept a smile.

"Because Trixie was injured saving your friend and being the first pony to stop Twilight Sparkle." answered Trixie.

Rainbow landed on the ground.

"I will buck you in your face." sneered Rainbow.

"If you do so, then you'll go jail." said Trixie, in a sing-song voice.

Rainbow got visible angry.

"Don't let her get to ya." warned Applejack.

Rainbow sighed and walked over to Fluttershy while smiled in victory.

"The truth is Trixie did save us." admitted Applejack.

The blue unicorn nodded at this.

"Thank you." replied Trixie vainly.

Rainbow rolled her eyes.

"So, um, what do we do know?" asked Fluttershy.

The group thought for a moment.

"I know what we have to do?" asked Spike.

"What?" asked Applejack, Rainbow, Fluttershy and Pinkie.

"We're going to talk to Celestia." answered Spike.

The group got ready to go, but Pinkie decided she would stay behind to watch Rarity. The ponies and Spike left the hospital and made their way through Canterlot. They arrived at the Palace and the guards granted the group access. They went to he throne room with Spike of everyone in the room. In the throne; Celestia, Luna, Shinning Armor and Cadence where planning when Spike shoved the doors open. He stormed in with the others behind him.

"Hello..." began Celestia.

"Save it!" snapped the baby dragon.

Celestia and the other royals where taken aback.

"Rarity is in the hospital." noted Applejack.

"We heard about that." noted Cadence concerned.

"How is..." began asking Luna.

"Twilight put her there." stated Spike coldly.

The room became so silent one could hear a pin drop.

"You know then." said Shinning softly.

"You kept it from us!" cried Rainbow.

"What happened?" asked Celestia.

"I'l tell you." answered Spike hurt.

The baby dragon quickly caught the royals up.

"Oh my." gasped Celestia.

"My marefriend is in the hospital now 'cause of that sidewinder." spat Applejack.

"Please, calm down." requested Fluttershy.

"I agree with her." stated Rainbow.

Rainbow flew closer to the royals.

Fluttershy floated and pulled Rainbow backwards.

"Please Rainbow, stay calm." said Fluttershy.

Rainbow snorted angrily.

"This was never something we saw coming." said Luna.

Rainbow stomped her hoof.

"Save it!" cried Rainbow.

The four royals winced at this.

"Why?" asked Spike.

The royals didn't answer.

"Tell me why dammit!" demanded Spike.

"We've known for a bit now." answered Celestia.

"And it never crossed ya minds to tell us?" asked Applejack angrily.

"We couldn't." answered Luna.

"That's shit!" declared Rainbow.

"Please, you need to understand." pleaded Shinning.

"No! Keeping this from us an your parents..." began Spike.

Upon hearing "parents" both Shinning and Cadence adverted their gaze.

"You told them already!" exclaimed Spike.

"We had to." replied Cadence.

"They're our parents." added Shinning.

"That makes sense." said Fluttershy.

"We only told them recently." said Shinning.

"How are we supposed t trust you?" asked Spike.

"After keeping this from you, it's no surprise if you don't." answered Celestia.

Silence filled the throne room again.

"We kept this from you because we care about you. We didn't want you to worry." explained Celestia solemnly.

"I understand." replied Spike frankly.

"I did the same with Apple Bloom until she could understand where ma and pa went." admitted Applejack, tearing up.

Spike and the ponies shared a glance.

"Look, we understand that and accept it." began Spike.

The others voiced their agreement.

"But don't keep secrets from us!" snapped Rainbow.

"Agreed." said Celestia.

Manehattan had fallen to Sombra. His propaganda was posted everywhere and ponies captured by Sombra's forces where enslaved. In the mayor's office, Twilight angrily paced back and forth. She had refused medical treatment wanting to hunt down Applejack, Rarity and Trixie. However, Sunset kept her from chasing the trio for fear she might be hurt. Twilight was bitterly talking about what happened when the doors swung open.

"Hello." said Sombra.

"Master!" exclaimed Twilight.

Twlight and Sunset bowed.

"It is good to see you." said Sombra.

Sombra closed the doors.

"Manehattan is yours Master." noted Twilight.

"I have noticed." said Sombra.

"Soon you shall be seated on the throne in Canterlot." said Twilight, almost dreamily.

"Yes." agreed Sombra, seemingly distracted.

"Master, is something wrong?" asked Twilight concerned.

"Yes." answered Sombra.

Sombra took a moment to stare at the two.

"Is it true that a pair of Element of Harmony bearers where here?" asked Sombra.

"Yes." answered Sunset.

"But fear not. I incapacitated the Element of Generosity bearer." added Twilight.

"How?" asked Sombra curiously.

"I used my Blood Manipulation Spell to torture her into submission." answered Twilight proudly.

"Excellent. Your mastery of dark magic is impressive." said Sombra.

"Thank you so much Master!" exclaimed Twilight jubilant.

"Maybe its too good." thought Sombra.

"The Element of Hrmony bearers pose no threat!" declared Twilight.

"Are they alive?" asked Sombra.

Twilight flinched giving the answer away.

"Yes Master." answered Twilight.

Sombra began seething.

"Master..." began Twilight weakly.

Sombra raised her hoof and struck Twilight.

"You fool! You let them escape!" cried Sombra.

"t was an accident." replied Twilight.

"It is true. She was blindsided." said Sunset.

Sombra raised his hoof over his head and smacked Twilight.

"You failed me!" exclaimed Sombra.

Sombra beat Twilight several times.

"Please Master!" cried Twilight.

Sunset watched the seen in horror.

"Stop!" cried Sunset.

Sunset jumped grabbing Sombra's forelimb.

"Please don't do!" cried Sunset.

Sombra trapped Sunset with his magic and pulled her off.

"Don't get in my way!" exclaimed Sombra.

Sombra threw Sunset into the wall then turned his attention back to Twilight.

"As for you." said Sombra.

"Master. I worship you. Spare me." requested Twilight.

"Twilight." said Sunset softly.

"Go ahead." said Twilight.

Sombra stopped and gave an interested look.

"I failed you and I deserve this beating." said Twilight.

Sombra laughed at this.

"Excellent. This type of submission is exactly what I want." said Sombra.

Twilight smiled hopefully.

"However, you must still be punished." finished Sombra.

Twilight closed her eyes and sighed.

"I understand." said Twilight.

Sombra continued to beat Twilight while Sunset watched.

"Twilight." sad Sunset softly.

Twilight heard this plea, but another idea came to her mind.

"Master! I must tell you something!" cried Twilight.

Sombra stopped intrigued.

"Sunset Shimmer doubts you Master." said Twilight.

Sunset felt her heart shatter at this betrayal.

"What?" asked Sombra angrily.

Sombra turned to Sunset.

"I can explain..." began Sunset.

"No you cannot." replied Sombra.

Sombra's horn began to glow and he used the Blood Manipulation Spell on Sunset...

Author's Note

A/N: That is where we'll and the chapter. Next time, the war continues and we deal with he aftermath of this. Please review.

Chapter 30

Sombra sat alone in his temporary headquarters which used to be the mayor's office. Outside the office, Twilight sat in the former's secretary desk as his loyal follower. Her injuries where recovering and nopony could talk about it. Twilight was not happy that Sombra was angry with her and took it out on common soldiers.

"Twilight, come in her." boomed Sombra.

Twlight left the desk and entered Sombra's office.

"Close the door." demanded Sombra.

Twilight closed the door leaving her alone.

"What can I do for you, Master?" asked Twilight.

Twilight humbly bowed before Sombra.

"I want to know you fee." answered Sombra.

Twilight smiled, feeling joyed Sombra cared.

"I am fine Master." answered Twilight, suppressing a smile.

"I cannot have my slave being hurt." though Sombra.

"Um...sir." began Twilight.

"Please. Go ahead." said Sombra.

"How, is Sunset?" asked Twilight.

"I incapacitated her with my magic and she is currently in the jail." answered Sombra.

"That is exactly where she belongs." replied Twilight coldly.

"Indeed." said Sombra.

The dark ruler thought for a moment.

"I must thank you Twilight. Your use of dark magic to incapacitate the Element of Generosity bearer inspired me." said Sombra.

"It is an honor." said Twilight proudly.

Sombra was pleased Twilight was buying his lies so easily.

"Master, what will become of Sunset?" asked Twilight.

Sombra took a moment to decided on what he would say.

"She will be returned to the Crystal Empire and work the rest of her miserable days mining crystals." answered Sombra.

Twilight gave a concerned look at this answer.

"Does that upset you?" asked Sombra curiously.

"Of course not Master. I serve only you and any traitors deserve deaths." answered Twilight.

"Perfect." replied Sombra.

"Is there any chance she could escape?" asked Twilight.

"I have disabled her magic. Once we return and I am surrounded by my crystals, I will strip her of her magic." answered Sombra.

"As brilliant as always!"declared Twilight.

Twilight thought for a moment.

"Master, may I ask why you love crystals so much?" asked Twilight.

"Crystals help to strengthen my power." answered Sombra.

"Of course Master. That explains everything." said Twilight.

"She'll buy anything I tell her." thought Sombra pleased.

"I just wish I told you about Sunset." said Twilight mournfully.

"It is fine my dear. I will not hold it against you." said Sombra.

Sombra nuzzled Twilight gently.

"If you do this again I will kill you." thought Sombra bitterly.

"Master, I am not worthy." replied Twilight.

"Yes you are. You are an excellent unicorn and your magic is amazing. Also, your loyalty is admirable." said Sombra.

"Master, I will never betray you, but I want to show a way to prove my loyalty." said Twilight.

"Take a personal oath to me." said Sombra.

"I swear to Master this sacred oath to the leader of the Crystal Empire and ponies, King Sombra, supreme commander of the Crystal Imperial Army, I shall render unconditional obedience ans that as a brave pony I shall be prepared at all times to give my life for this oath." said Twilight.

"That was grand Twilight." said Sombra.

"Thank you Master." sad Twilight.

"Now we must prepare to attack Fillydelphia." said Sombra.

In Canterlot, ponies where growing more and more worried by the day as Sombra's forces here gaining constantly more ground. At the hospital, the rest of the Element of Harmony bearers where in the hospital room shared by Rarity and Trixie. Thanks to the incredible Canterlot doctors, Rarity was greatly improving. The others filled in Pinkie in on what she missed.

"What are we gonna do?" asked Applejack.

"We have to find a way to reach her." answered Spike.

"I agree." added Fluttershy.

"I'm still gonna slug her." said Rainbow.

"How exactly are we going to do that?" asked Pinkie.

"That is what we're trying to figure out." answered Applejack.

A laughing interrupted the.

"Just march to Sombra and say you want Twilight back." laughed Trixie.

"Nobody asked for your opinion." huffed Rainbow.

"The Great and Powerful Trixie has a grand opinion." stated Trixie.

"You know Trixie-" began Rainbow.

Rainbow began flying toward Trixie, but Fluttershy held her back.

"Rainbow, this is a hospital." noted Fluttershy.

"That's right. If you lay a hoof on me, you'll be sent to jail." said Trixie arrogantly.

Rainbow growled in anger.

"Look Trixie, once you're healed up ya go about ya life without us." said Applejack.

"I don't have anywhere to go.' mumbled Trixie.

"What?" asked Fluttershy surprised.

"You heard me." answered Trixie bitterly.

"What about your family?" asked Applejack, concerned.

"I...am not on good terms with my family. It's...complicated." answered Trixie uncomfortable.

"Do you want to talk?" asked Pinkie.

"Not really." answered Trixie.

"Sometimes talking to others can help." said Rarity weakly.

"Rarity!" exclaimed the ponies and Spike.

The Element of Harmony bearers and Spike raced over embracing Rarity.

"Where am I?" asked Rarity.

"Canterlot Hospital." answered Rainbow.

"Don't spend too much energy." warned Spike.

Rarity patted Spike on the head.

"My little Spikey Wikey. Don't worry, I am quite alright." said Rarity.

Rarity and Applejack then shared a kiss.

"I'm so glad you're okay. I was worried about ya." stated Applejack.

"So did I." said Rarity.

Rarity had a sudden thought come to her.

"Sweetie Bell." said Rarity, worried.

"We haven't told her." said Applejack.

"We didn't think there was a reason for her to worry." added Fluttershy.

"Good. That was the right decision." said Rarity.

Rarity was quickly informed what happened.

"I never would have thought Twilight would have done such a ghastly thing." said Rarity worried.

"You are lucky somepony was there to save you." said Trixie proudly.

Rarity rolled her eyes at this, but knew she owed Trixie.

"Thank you Trixie. You saved my life." said Rarity.

"The Great and Powerful Trixie accepts your praise." said Trixie.

The door to the hospital room suddenly opened.

"The royals need you." said Flash Sentry.

"Y'all go. I wanna stay." said Applejack.

"Please go. I will be fine." said Rarity.

"But-" began Applejack.

"No buts dear." replied Rarity.

"Okay." agreed Applejack.

The ponies left being lead by Flash Sentry. They arrived at the palace and went inside meeting the royals in the throne room. The map of Equestria they had showed more territory lost to the enemy. Manehattan had a red 'X' over it as did the other cities lost in the war. The four royals all had solemn looks on their faces.

"How is Rarity?" asked Luna.

"She's weak, but recovering." answered Applejack.

"She woke up." added Pinkie.

"Is it true Twily attacked you?" asked Shinning concerned.

"Yeah." answered Rainbow upset.

Applejack didn't speak, but had a disgusted look on her face.

"Applejack, I understand this hard. However, you must remember Twilight Sparkle had been corrupted by dark magic." replied Cadence.

"I understand." sighed Applejack.

"Manehattan has fallen now. There is nothing we can do about that." stated Celestia sadly.

"What about the Wonderbolts?" asked Rainbow.

"Spitfire, Soarin' and Fleetfoot went to Manehattan." answered Celestia.

Rainbow gulped with concern.

"What happened?" asked Fluttershy concerned.

"They where defeated and badly injured. They've been sent to the Crystal Empire." answered Celestia, with pain.

"They've become Sombra's biggest trophies." added Luna disgusted.

"No." said Rainbow, feeling sick.

Fluttershy saw Rainbow and embraced her.

"It's okay Rainbow. They'll be fine." said Fluttershy.

"Twilight..." began Spike.

"From the testimony refugees have given us, Twilight is one who defeated Spitfire and Soarin'." confirmed Luna.

"Sunset Shimmer is the one who defeated Fleetfoot." added Cadence.

"I wonder if Trixie saw anything?" asked Pinkie.

"Who is she?" asked Shinning.

The royals where quickly filled in.

"Maybe she can be helpful." proposed Shinning.

"Don't bother. She's a pain in the ass." spat Rainbow.

"She wasn't always like that." said Celestia sadly.

"Indeed. She fell down a dark path." added Cadence.

"I really don't buy it." said Rainbow.

"You mentioned she was your former student." noted Spike.

"Yes. However, she she succumb to darkness like Twilight." replied Celestia.

"Maybe you're not a good teacher." mused Spike.

The other ponies gasped in disbelief.

"Spike! She's a princess!" exclaimed Applejack.

"He might have a point." suggested Rainbow.

"Regardless, she's a still a princess and deserves respect." countered Applejack.

"You might be right Spike." confessed Celestia.

"Let's focus on Trixie." proposed Shinning.

The others agreed wanting to change the topic.

"Trixie is a bitch and always will be." stated Rainbow.

"There is more to her than she lets on." said Luna.

"I assume you've met this Trixie in the dream realm." said Celestia.

"I have not formally met her. But, I have observed her dreams." explained Luna.

"Um, didn't Trixie mention something about a troubled family life?" asked Fluttershy.

"Yeah. She did mention something like that." answered Pinkie.

"Trixe had a difficult foalhood." stated Luna.

"What happened?" asked Applejack, worry clear in her voice.

"I should not tell you. It is too personal." answered Luna.

Applejack sighed understanding.

"No offense, but that doesn't excuse the way she behaved." retorted Spike.

"I understand. She was in the wrong." agreed Luna.

"You've got that right." snorted Rainbow.

"However, if you knew her backstory you may understand." said Luna.

"Tell us what it is!" demanded Rainbow.

"It's best if she tells you." said Luna.

The doors suddenly flung open and Flash Sentry came in.

"What's wrong?" asked Cadence.

"You majesties, Fillydelphia has fallen." answered Flash.

All the ponies, plus Spike, gasped in horror.

"Was Twilight there?" asked Shining.

"She led the invading forces." answered Flash.

Shining Armor winced at this.

"I see." replied Shining hurt.

"Was Sunset Shimmer there?" asked Celestia.

"No ma'am." answered Flash.

Before he could finish, another unicorn trotted in.

"It can't be." said Celestia.

"Hello, your majesty." said Sunset Shimmer.

Author's Note

A/N: That is where we'll end this chapter with Sunset having somehow escaped. The personal oath Twilight recited with an altered version of the Hitler oath specifically the Wehrmacht version. I truly hope I didn't offend anyone as that was not my goal. Next time, we focus on Sunset. Please review.

Chapter 31

Everypony was in shock. A clearly injured Sunset Shimmer walked over to Celestia with a visible limp. She stopped and faced her former mentor eye to eye. A minute passed before before Sunset decided to speak.

"Hello your majesty." said Sunset.

"It has been a long time." said Celestia.

"Yes it has." replied Sunset.

Another minute of silence followed.

"This is really uncomfortable." confessed Sunset.

"Agreed." said Celestia.

Both let out a laugh.

"How are you?" asked Celestia.

"I'm okay." answered Sunset.

"What happened to you?" asked Cadence worried.

"I began to doubt Sombra and Twilight ratted me out." answered Sunset.

Sunset winced in pain.

"I confessed to Twilight and in order to stay quiet she forced me to kill a filly after we captured Trottingham. Sombra was angry about the two Element of Harmony bearers escaping and began beating Twilight so she told Sombra about my doubt to save herself." explained Sunset sadly.

The others where left to process this.

"I believe we should start from the beginning." proposed Luna.

"What made you doubt Sombra?" asked Celestia.

"I saw the senseless slaughter and it turned my stomach." answered Sunset.

"You claimed to murder a filly." noted Shining angrily.

Sunset hung her head.

"I was forced to." said Sunset.

"You could have refused!" snapped Rainbow.

"If she did then Sombra would have killed her on the spot." retorted Celestia.

"You mentioned Sombra hurting Twilight." said Cadence worried.

Sunset winced at this.

"Yes. tried to stop Sombra, but was unable to." said Sunset.

Shining Armor gritted his teeth.

"I truly feel bad for everything I did." said Sunset.

"That's crap!" cried Applejack.

"Twilight forced me or else she would rat me out...which she did anyway." said Sunset.

"I didn't buy your crap in Manehattan and I ain't buyin' it now." said Applejack.

"You met before?" asked Fluttershy.

"We fought in Manehattan and tried the same crap." answered Applejack.

"I mean it." stated Sunset.

Applejack spat on the floor.

"That's shit. I bet anythin' you're a spy." said Applejack.

The others either where surprised or suspicious.

"I promise I'm not a spy!" declared Sunset.

"I believe you." said Celestia.

"She doesn't have an once of remorse in this!" cried Applejack.

Sunset recoiled in pain.

"She doesn't care about the ponies she hurt or the families she destroyed!" cried Applejack.

"That's what this is about." realized Pinkie.

"What?" asked Applejack confused.

"You're upset because your parents are gone." answered Pinkie.

"Don't be silly!" snapped Applejack.

Rainbow was about to talk, but got cut off.

"Please, please Sunset and I alone." requested Celestia.

Everypony focused on the solar rule.

"Sunset and I need to talk." said Celestia.

"Okay." agreed Luna.

Luna ushered the others out of the room leaving Celestia and Sunset.

"I truly missed you Sunset." began Celestia.

"I am sorry about..." started Sunset.

"That is ancient history." cut off Celestia.

Sunset's look of regret show her true remorse.

"What was the other universe like?" asked Celestia.

"The creatures there are bipedal creatures who call themselves "humans" princess." answered Sunset.

"What are they like?" asked Celestia.

"They're similar to us, but have some differences. They're actually omnivores." answered Sunset.

"Oh." replied Celestia in surprise.

"I meant what I said." said Sunset.

"I understand." said Celestia.

"The others don't." sighed Sunset.

"Unfortunately, they have reasons." said Celestia.

"I know. I just want to prove them wrong." stated Sunset.

"You will." replied Celesta.

"How?" asked Sunset worried.

"It will take time." answered Celestia.

Sunset had a saddened look on her face.

"What is wrong?" asked Celestia.

"Nothing." answered Sunset.

Celestia raised her eyebrow.

"Please, do not lie to me."replied Celestia.

Sunset let out a defeated sigh.

"I know what you said, but I cannot shake the guilt at what I did." admitted Sunset.

"Your guilt is overwhelming and you obsess over your actions." said Celestia.

Sunset was surprised by how accurate this was.

"How did you know?" asked Sunset.

"My sister." answered Celestia.

"Wait. The Nightmare Moon legend." realized Sunset.

Princess Luna became Nightmare Moon and I had to seal in her the moon where she stayed for a thousand years. After her return, Twilight and the Element of Harmony bearers defeated her with the Elements and she returned. She has expressed the same remorse as you since then." explained Celestia.

Sunset was left speechless.

"Maybe you should speak with her." proposed Celestia.

Sunset thought for a moment.

"Yes." answered Sunset.

"Sunset, how exactly did you escape?" asked Celestia.

"Teleportation." answered Sunset.

"But, your magic must have been disabled." relied Celestia.

"Sombra underestimated me. He used a spell that worked on most unicorns, but my magic was stronger and I broke it." said Sunset.

Celestia shook her head.

"You don't believe me." said Sunset sadly.

"No. No. No. No. No." said Celetia quickly.

"Your body language is honest." replied Sunset.

"Forgive me. I just wanted to be certain." said Celestia.

Sunset remained silent.

"Sunset, I made mistakes with you. I should not have let another pony gone down this path. Especially, after I let my sister go down that path." said Celestia.

"No!" exclaimed Sunset.

Celestia was taken aback by this.

"It was my fault! I sucked as a student! I isolated myself and let myself go down a path of darkness! t's not your fault!" cried Sunset.

A moment of silence followed as both took this in. They then hugged.

"I think I have an idea!" declared Sunset.

Sunset found the others listening in which didn't surprised her. Luna offered her support ad Sunset raced to the hospital. The other Element of Harmony bearers ad Spike quickly ran behind. Sunset reached the hospital and raced to the room where Rarity and Trixie where then went in freaking out both injured ponies. The Element of Harmony bearers plus Spike arrived as Sunset approached Rarity.

"She'll kill us! Stop her!" exclaimed Trixie.

"Please don't! I have a little sister back home!" cried Rarity.

Applejack ran over and tackled Applejack.

"I you ya couldn't be trusted!" snapped Applejack.

"You don't know what you're doing." replied Sunset.

"We're stopping a murderer." said Rainbow.

Sunset used her magic to sent Applejack backwards into the others.

"I'm sorry." said Sunset quickly.

Sunset turned and cast a spell on Rarity.

"Rares!" cried Applejack.

Rarity blinked briefly before using her magic to teleport out of her hospital bed.

"Oh my." gasped Fluttershy.

"I'm better." stated Rarity.

"What?" asked Applejack confused.

"Sunset used a spell to cure Rarity." answered Pinkie.

"I am a former student of Princess Celestia as well. I've learned a lot of spells in my life including spells to heal severe injuries." explained Sunset.

The others caught Rarity and Trixie up to speed.

"What about me?" asked Trixie.

"Of course." answered Sunset.

Sunset used her magic to heal Trixie.

"Much better." said Trixie.

Trixie used her magic to teleport out of her bed.

"Well, I must be leaving." said Trixie.

"Wait. We need you." said Sunset.

"No we don't." scoffed Rainbow.

"She has a past with Twilight. That could be helpful." said Sunset.

"We know her much better." said Spike.

"No. We need her as well. Trust me." replied Sunset.

The others thought this over.

"You healed Rarity, so I'll trust ya." said Applejack.

In Manehattan, search parties combed the city looking for Sunset Shimmer with no result. One of the guards noticed she had escaped and was killed by Sombra angrily. In the office, Somba waited impatiently for results. Twilight had volunteered to lead the parties and scoured the city looking for Sunset. With no success, Twilight returned to Sombra.

"Master, I have bad news." said Twilight.

Sombra snarled at this.

"What?" asked Sombra.

Twilight gulped nervously.

"We searched the entire city." answered Twilight, "We could not find Sun..."

"Don't say her name!" snapped Sombra.

Twilight winced in recoil.

"Damnatio memoriae." thought Twilight.

"I am waiting." noted Sombra impatiently.

Twilight shook her head.

"We have found no trace of the traitor." said Twilight.

Sombra slammed his hooves on the desk.

"Dammit! I want her head!" declared Sombra.

"Yes Master. I want to killer her for you." replied Twilight.

"We never should have trusted her." mused Sombra.

"Master, that harlot deceived us all." said Twilight.

Sombra got angrily at this.

"Nopony deceives Sombra!" screamed Sombra.

Twilight winced at this.

"I am so sorry Master." said Twilight.

"Twilight, you will no longer share your kingdom." said Sombra.

Twilight thought for a moment before she realized what he was talking about.

"So, I shall rule Equestria on my own." stated Twilight.

"Yes. The undisputed Queen of Equestria." confirmed Sombra.

"Thank you Master." said Twilight happily.

"The fool still expects a kingdom of her own." thought Sombra pleased.

"Master, do you think Sunset as realigned herself with Celestia?" asked Twilight worried.

Sombra became concerned by this possibility.

"With the way Sunset left, I am not too worried about this." replied Sombra.

Sombra tried to remain confident, but was more trying to reassure himself.

"I must be certain I can trust Twilight." thought Sombra.

An idea came to Sombra.

"Twilight, our next target will be...Ponyville." stated Sombra.

Author's Note

A/N: That is where we'll end this chapter. Next time, we have the attack on Ponyville. Please review.

Chapter 32

Cherry Jubilee was walking through the cherry trees looking over her cherries. She suddenly heard a large explosion and raced to Dodge Junction. Upon arriving, she found Dodge Junction in ruins.

"What happened?" asked Cherry Jubilee horrified.

A lavender unicorn stepped forward.

"I'm the one you want to talk to." answered Twilight sinister.

In Appaloosa, the ponies where going about their daily lives. Braeburn was hearing cattle when a large explosion was heard nearby. The ponies gathered and more explosions where heard. The Sheriff and a posse raced off while Braeburn stayed to helped defend the town. A few minutes later, Little Strongheart raced into Appaloosa.

"We're under attack! They struck so fast! They got my father!" cried Strongheart.

"Who?" asked Braeburn.

A lavender unicorn stepped forward.

"Me." answered Twilight.

"It can't be." said Braeburn horrified.

Twilight shot Braeburn with her magic.

"It is." said Twilight.

Sombra's Army charged out and descended on Appaloosa.

"I think it's time to return to Ponyville." mused Twilight.

The Mane 6, Spike, Sunset and Trixie returned to the palace. They met with the with the royals to discuss and returned to Ponyille the next morning. Celestia had a letter written and sent to Mayor Mare. Upon returning, the group went to town hall where a meeting was being held. All of the ponies in town where there. They walked in and took their places before the ponies. Trixie hid behind the others while ponies began whispering about the new yellow unicorn.

"AJ, I think you should start." said Rainbow.

The farmer nodded and turned her attention to the ponies.

"Hello everpony, we want t catch y'all up to dates on what's happening." began Applejack.

The ponies muttered to themselves.

"Twilight Sparkle has allied herself with Sombra and is leading his army." said Applejack.

The ponies gasped at this revelation.

"It's true. Fluttershy and I saw her during the attack on Cloudsdale." said Rainbow.

Fluttershy nodded her confirmation.

"She injured me in Manehattan." added Rarity.

The townsponies talked among themselves.

"It is not her fault. She has fallen pray to dark magic." said Applejack.

"That's right. Sombra has brainwashed Twilight." added Fluttershy.

The townsponies shared uncertain murmurs.

"I can confirm this. The way she acted in Manehattan was...not like the Twilight Sparkle we know." said Trixie.

"What's she doing her?!" asked Carrot Top accusingly.

The ponies began to get rowdy remembering Trixie's previous appearances in their town

"She saved my life. If Trixie hadn't hit Twilight when she did, I would not be here." answered rarity

Rarity looked over and saw her worried little sister getting reassurance from Apple Bloom and Scootaloo.

"Its okay Sweetie Bell. Sunset Shimmer healed me with her magic." said Rarity.

Sunset Shimmer stepped forward.

"My name is Sunset Shimmer. I was a former student of Princess Celestia until I turned my back on her. I allied with Sombra, but defected when I could not stand the atrocities he and Twilight where committing." explained Sunset.

The ponies where clearly skeptical about this.

"She's serious! She healed Trixie and Rarity right before us! Even Princess Celestia and Princess Luna support her!" declared Pinkie.

The ponies seemed more supportive.

"Right now, we need to band together. Sombra's forces are overtaking Equestria." said Sunset.

The ponies whispered to each other.

"But, the Equestrian Army has the situation under control." shrugged Berry Punch.

"Sombra's Army is stronger than you think." warned Bulk Biceps.

"They've already routed the Equestrian Army every time they've met." added Sunset.

"What about the Wonderbolts?" asked Derpy.

"Spitfire, Soarin' and Fleetfoot have been captured." answered Sunset.

The ponies gasped and became highly worried.

"Please stay calm!" called Rarity.

The ponies did not respond still talking among themselves in fear.

"Oh brother." sighed Rainbow.

Pinkie Pie thought for a moment and pulled a megaphone out of thin air.

"How did she...?" asked Rainbow.

"It's Pinkie Pie. Don't question it." answered Applejack stone face.

"Calm down!" exclaimed Pinkie.

The ponies stopped and returned their attention to the ponies and baby dragon.

"Thanks." replied Pinkie.

Suddenly, an explosion rocked the town hall. Lyra and Bon Bon ran and threw open the doors to see what's wrong.

"It's a series of explosions. They look like unicorn magic." said Lyra.

"They're coming from south. It looks like rocks are being thrown." added Bon Bon.

Pinkie let out a horrified gasp.

"The Rock Farm!" cried Pinkie.

Pinkie ran out of the town hall and took off. She raced as fast as she could praying her family where okay. Pinkie felt no pain or exhaustion as she raced to the rock farm. Upon arriving, Pinkie saw the farm she grew up in ruins with large holes in the ground and damaged buildings. To her relief, her family where alive and battling the Sombra forces.

"Mom! Dad! Maud! Marble! Limestone!" exclaimed Pinkie.

The rest of the Pie family where stunned to see Pinkie.

"Pinkamena Diane Pie!" exclaimed Cloudy Quartz.

"What are you doing here?" asked Igneous Rock.

"I'm here to help." answered Pinkie.

The Pie family suddenly heard a menacing cackle.

"What a lovely sentiment! Now you can all die together as a family!" laughed Twilight.

"Twilight. Please don't do this!" begged Pinkie.

Twilight fired a blast of magic barely missing Pinkie.

"You know her?" asked Marble surprised.

"She's a friend." answered Pinkie.

"You're friend is trying to kill us!" snapped Limestone.

"We need to focus." warned Maud.

The Pie family, minus Pinkie, continued in bucking large rocks toward the Sombra forces.

"Wait! I can reason with her!" exclaimed Pinkie.

Twilight suddenly fired a powerful beam of magic knocking out Igneous Rock and Cloudy Quartz.

"Mom! Dad!" cried Pinkie.

The Sombra forces charged like a swarm of locust overtaking a field of crops.

"We need to go." said Maud.

"But, we can't leave mom and dad." replied Pinkie worried.

"We'll fight them off. You go" said Limestone.

Marble gulped and nodded her support for this plan.

Before Pinkie could protest further, Maud grabbed her sister and they ran.

"Come on bastards!" cried Limestone.

"We'll make a final stand here." said Marble, building up her courage.

The Sombra forces would quickly dog pile the sister overwhelming them.

"Two to go." said Twilight.

Twilight used her magic to teleport ahead cutting off Pinkie and Maud.

"You aren't going anywhere." said Twilight.

Maud reached into her pocket and handed Boulder to Pinkie.

"Go to Ponyville. Take care of Boulder." said Maud.

"Maud." gasped Pinkie.

Maud charged and tackled Twilight while Pinkie ran by.

"You'll pay for that." said Twilight.

Twilight used Blood Manipulation Spell on Maud...

"Maud." sobbed Pinkie.

Pinkie looked back and saw Twilight torturing Maud.

"I will help you. All of you." vowed Pinkie depressed.

Pinkie raced back to Ponyville. Tears streaked down her eyes the entire way as she feared what where happening to her family. She shook her head desperately trying to shake these negative thoughts out of her head. She quickly returned to Ponyville and made her way to town hall. Pinkie burst inside where the townsponies where waiting.

"Pinkie!" exclaimed Spike.

"They got my family!" sobbed Pinkie.

The ponies all gasped at this.

"What happened?" asked Applejack.

"Sombra's Army attacked the Rock Farm." answered Pinkie.

Pinkie needed a moment.

"My family where fighting them off, but Sombra' Army over whelmed them." concluded Pinkie.

Rainbow flew over and wrapped a foreleg aorud Pinkie.

"It's okay Pinkie. They'll be okay." said Rainbow.

"How in Equestria did they get her so fast?" asked Rarity.

"They must have overrun Dodge City and Appaloosa." answered Sunset.

Applejack felt her heart skip at beat at this.

"Braeburn." said Applejack horrified.

"Who?" asked Trixie.

"Her cousin." answered Fluttershy.

"He lives in Appaloosa." added Spike.

"Excuse me. But, doesn't that mean they're coming here?" asked Carrot Top.

The other ponies became extremely worried.

"We need to runaway!" exclaimed Berry Punch.

"Maybe they'll spare us if we surrender." proposed Colgate.

"Don't be ridiculous!" exclaimed Amethyst Star.

"The answer we can see. We shall seek refuge in the Everfree." said Zecora.

The others all agreed.

"Let's go!" cried Berry Punch.

The ponies all raced out of the town hall, but found Sombra's Army in Ponyville.

"Going somewhere?" asked Twilight, with a menacing grin.

"What happened to Braeburn?!" asked Applejack angrily.

"I took care of him. He's on his way to the Crystal Empire." answered Twilight.

Twilight looked at the terrified crowd.

"Is this how you treat me upon my glorious return to this shithole?" asked Twilight.

Twilight noticed Trixie and Sunset.

"Excellent. I can kill you two as well." said Twilight.

Twilight built a large and quickly growing ball of magic from her horn. It exploded in a flash.

"Run!" cried Rainbow.

"Wait! It's just an illusion!" cried Trixie.

It was no use the ponies panicked and ran in different directions.

"We have to get them to the Everfree!" called Sunset.

Davenport was running like a chicken with his head cut off. He was suddenly tackled and subdued by Sombra Earth ponies.

"There's one." said Twilight.

"No!" exclaimed Shoeshine.

Shoeshine ran over to help Davenport, but a pair of Sombra unicorns subdued her.

"Make that two." mused Twilight.

Cranky and Matilda where backed against a house.

"I'm going to fight them. You run." said Cranky.

"No. I won't leave you." replied Matilda.

"You have to." said Cranky.

Cranky jumped forward and tackled several Sombra Earth Ponies.

"Run!" cried Cranky.

The Sombra fores subdued Cranky as Matilda trotted off.

"Cranky!" cried Matilda.

Matilda turned and ran back toward Cranky.

"No!" cried Cranky.

A Sombra unicorn used his magic to subdue Matilda.

"At least we're together." said Matilda sadly.

Mayor Mare stood at town hall. She watched the rest of the chaos unfold before her. It seemed like she had been forgotten about in the anarchy. However, a trio of Sombra Earth Ponies saw her and charged up.

"I failed Ponyville." said Mayor Mare sadly.

"Give up!" demanded one of the Sombra ponies.

"I do." said Mayor Mare sadly.

Author's Note

A/N: That is where we'll end things for now. Yes, I did insert a Fiery Joker reference because Josh is awesome. Next time, the battle concludes. Please review.

Chapter 33

The battle continued as Sombra's force continued overrunning Ponyville. Junebug was running past Rose, Lily and Daisy who fainted and where easily captured. Suddenly, a blast of unicorn magic hit the ground sending Junebug crashing to the ground.

"Ahh!" cried Junebug in pain.

Nurse Redheart ran over to Junebug.

"Hold still." said Nurse Redheart.

Nurse Redheart began to tend to Junebug's injuries.

"How bad is it?" asked Junebug.

"A few scraps." answered Redheart.

"Let's go." said Redheart.

Nurse Redheart helped Junebug up, but a group of Sombra Earth Ponies surrounded them.

"Give up." demanded one of the soldiers.

"Go." said Junebug.

"I'm not leaving a patient." replied Redheart.

"Surrender!" demanded the soldier again.

"She's hurt." noted Redheart.

The soldier looked at Junebug.

"How bad is she?" asked the soldier.

"A few scraps." answered Redheart.

"That's it!" snapped the soldier.

"Yes." confirmed Redheart.

"If you surrender we can bandage that." said the soldier.

"A surprising bit of compassion." mused Redheart.

"It's not compassion. We need able-bodied ponies." confirmed the pony.

Nurse Redheart sighed and shared a glance with Junebug.

"We surrender." said Redheart.

Junebug nodded her head in confirmation.

"A wise move." stated the Sombra soldier.

Hondo Flanks and Cookie Crumbles hurriedly ran through Ponyville. The two where trying to get to the Everfree Forest while remaining incognito to avoid the attacking Sombra's Army. The two held their youngest daughter Sweetie Bell close sheltering her to the best of their ability. However, they got off cut by a few of Sombra's unicorn soldiers.

"Surrender." demanded the soldier.

"Hey look." said another soldier.

The soldier looked down and noticed a terrified Sweetie Bell.

"Look, if you surrender we'll spare your little runt." spat the first soldier.

Hondo Flanks and Cookie Crumbles looked at each other.

"What do you think?" asked Hondo.

The two looked at Sweetie Bell.

"Mom. Dad." said Sweetie pale.

The two adults turned their attention back to the soldiers.

"No." said Cookie.

The soldier laughed then spat on the ground.

"You're funeral." said the soldier.

The soldiers closed in, but Hondo fired a blast of magic.

"Ahh!" cried the soldiers.

Hondo and Cookie ran off with Sweetie Bell.

"Get them!" demanded the soldier.

Sombra's soldiers used their magic to teleport and cut the Ponyville residence off.

"Got you." said the soldier.

Cookie's horn began to glow, but was hit by a blast of magic from another soldier hit her side knocking her out. Another soldier fired a blast of magic hit Hondo knocking him out.

"Now for you." said the first soldier.

Luckily, a scooter raced by and Scootlaoo grabbed Sweetie Bell then raced off.

"Mom. Dad." said Sweetie Bell sadly.

Following the beginning of the attack, the Apple Family (minus AJ) raced to Sweet Apple Acres. If they where going to fight Sombra's Army they would do so on their own turf. The Apple Family established barricades and quickly readied themselves. The Sombra soldiers (Earth Ponies) charged up the entrance.

"Ready." began Granny Smith.

The Sombra soldiers arrived stopping feet from the Apples.

"Aim..." continued Granny Smith.

"Surrender." demanded one of the soldiers.

"Fire!" ordered Granny Smith.

The Apples began firing apples like project weapons at the soldiers.

"Ahh!" cried one of the soldiers.

"Keep firin'!" cried Granny.

"Eeyup!" declared Big Mac.

The Apples continued firing their apples pelting the soldiers.

"Knock it off!" cried the soldiers.

A large stallion soldier bigger than Big Mac galloped up the farm.

"Leave this to me!" declared the soldiers.

The soldier charged taking the brunt of the onslaught.

"He ain't slowin' down!" exclaimed Apple Bloom.

The soldiers charged into the Apple's barricades smashing through them.

"Oh yeah!" cried the soldier.

The soldier was quickly tackled by Big Mac.

"Nope." said Big Mac.

The other soldiers galloped up.

"They getting closer." noted Apple Bloom worried.

"Run to the forest!" ordered Granny Smith.

"I won't leave!" declared Apple Bloom.

"Go!" cried Granny Smith.

Apple Bloom reluctantly ran off looking back.

"I gotta do something." thought Apple Bloom.

Apple Bloom made several stops freeing the farm animals from their pens.

"Help the farm!" ordered Apple Bloom.

The animals ran off mostly headed for freedom. However, Sombra's Army slaughtered them without remorse.

"Darn it!" snapped Apple Bloom.

Looking back, Apple Bloom watched in horror as Sombra's soldiers easily subdued Granny Smith. Big Mac was was then subdued with help from a few unicorn soldiers.

"Granny. Big Mac." said Apple Bloom, with tears in her eyes.

Diamond Tiara, Silver Spoon, Snips, Snails, Featherweight, Rumble and Twist coward in front of a building. Diamond's parents where captured by Sombra's soldiers and she only escaped thanks to Silver Spoon. Snips and Snails saw them and followed with Feahterweight and Rumble close. They bumped into Twist who had been fleeing which allowed Sombra's soldiers to close in on them.

"Don't hurt those kids!" cried Cheerilee.

Cheerilee jumped in front of her students to defend them.

"Stay together." whispered Cheerilee.

"Get her!" demanded one of the soldiers.

The soldiers jumped in and tackled Cheerilee who was quickly overwhelmed.

"Miss Cheerilee!" cried Twist.

A number of soldiers closed in and quickly captured the students.

"No." said Cheerilee heartbroken.

Berry Punch was racing toward the Everfree Forest. She held both Ruby Pinch and Pina Colada close as she ran. Her friend Colgate was close helping them to escape. However, a number of Sombra's soldiers cut them off. A few additional soldiers closed in behind them trapping Berry Punch, Ruby Pinch, Pina Colada and Colgate.

"What do we do?" asked Ruby Pinch.

"Hang on. We'll get you out of her." answered Berry Punch.

"Okay." replied Pina Colada.

"Surrender." demanded one of the soldiers.

"Hold on." said Berry Punch.

The soldiers charged, but Colgate blasted them away with her magic.

"Look out!" cried Colgate.

Berry Punch saw one soldiers approaching Ruby Pinch and Pina Colada.

"Leave them alone!" cried Berry Punch.

Berry Punch charged and tackled the soldier, but was jumped.

"Berry Punch!" exclaimed Colgate.

A unicorn soldier shot Colgate who was captured.

"Run!" cried Berry Punch.

Pina Colada and Ruby Pinch reluctantly ran off.

"Goodbye and stay safe." whispered Berry Punch, being captured.

Dinky was absolutely terrified by the going events. Her mother Derpy Hooves had kept her close to her. Doctor Hooves was close to both of them. The trio where closing in to the Everfree Forest when they got cut off by Sombra's soldiers. Luckily, both her surrogate big sister Amethyst Star and her Auntie Carrot Top ran to their side.

"Well, we've got five ponies know." mused one of the soldiers.

Derpy got in front of Dinky, Doctor Hooves got behind her, Amethyst Star got to her left and Carrot Top got on her right.

"We have to protect Dinky." warned Derpy.

Doctor Hooves observed the soldiers surrounding them.

"They aren't any pegasus." noted the Doctor Hooves.

Derpy gave a glance to Amethyst Star.

"I'll do my best." said Amethyst Star.

"I can help with a diversion." offered Carrot Top.

"So will I." said Doctor Hooves.

"Right." agreed Derpy.

Carrot Top and Doctor Hooves charged tackling soldiers. Amethyst used her magic to shoot pegasus soldiers out of the air. Derpy grabbed Dinky, placed her daughter on her back and flew off.

"Mama, what about the others?" asked Dinky concerned.

"They'll be joining us soon Muffin." answered Derpy.

Amethyst Star held back several soldiers, but a group of unicorn soldiers arrived.

"Oh no!" gasped Amethyst Star.

The unicorns fired hitting Amethyst Star who was captured.

"No!" exclaimed Carrot Top.

Carrot Top was overwhelmed and captured.

"Just one left." noted the soldiers.

"This is bad." thought Doctor Hooves, "Maybe if I can get to my Tar..."

Doctor Hooves was cut off when the unicorns fired magic blasts at him.

"Great Withering Stallions!" exclaimed Doctor Hooves.

Doctor Hooves raced off but, he was hit by a magic blast.

"Ahh!" cried Doctor Hooves.

Doctor Hooves crashed to the ground.

"No." said Derpy.

Derpy continued racing off with tears in her eyes.

"I'm sorry." said Derpy.

The remainder of the Mane 6, Spike, Trixie and Sunset Shimmer where doing their best to help the others get to safety. Zecora made it safely to the Everfree Forest and other ponies where trying to join them. However, every attempt to do so was halted by Sombra's Army. The Cutie Mark Crusaders, Ruby Pinch, Pina Colada, Derpy and Dinky where the only ones to successfully make it. The Mane 6, Sunset Shimmer and Trixie where trying to fight Sombra's Army off long enough for ponies to escape while Spike waited on the outskirts of town to make sure any ponies could successfully get into the forest. A group of soldiers headed toward Trixie.

"Ahh!" exclaimed Trixie.

"Dammit! We need to fight these bastards!" cried Rainbow.

Rainbow took out several Sombra pegasus soldiers.

"If we did they'd slaughter us." countered Sunset.

"We've faced the Changeling Army when they tried to take over Canterlot." noted Applejack.

Applejack tackled several Sombra Earth Ponies allowing Lyra and Bon Bon to run escape guarded by Rarity.

"This is different." said Sunset.

Pinkie Pie used her party cannon to blast several Sombra unicorn soldiers allowing Octavia and Vinyl to escape guarded by Fluttershy .

"How?" asked Pinkie.

"They've got Twilight." answered Sunset.

By this point, Sombra's Army had captured almost the entirety of Ponyville. The small town did not take too long to capture and was almost a drill compared to the recent capturing of Manehattan and Fillydelphia. The "Spa Ponies" (ad they where called) Aloe and Lotus where two of the last ponies free. They dodged and weaved around Ponyville and decided that escaping wasn't an option. They hoped to hide in their spa and sneak out in the dark of night. However, a series of Sombra Earth Pony soldiers where waiting.

"Surrender." demanded one of the soldiers.

"What do we do?" asked Aloe.

"I don't know." answered Lotus.

The soldiers began closing when they where suddenly bowled over.

"You won't hurt them!" declared Bulk Biceps.

"Bulk!" cried Lotus.

"Oh thank Celestia." said Aloe.

"Run!" cried Bulk.

The two ran off as a the soldiers would dogpile on Bulk.

"Ahh!" cried Bulk.

Bulk easily exploded out of the dogpile.

"Yeah!" cried Bulk.

Bulk was suddenly hit in the back by a blast of magic.

"That was easy." mused Twilight.

Twilight turned and captured the two Spa Ponies in her magic.

"Take them." ordered Twilight.

The soldiers took Aloe, Lotus and Bulk Biceps away.

"Ma'am, we've captured Ponyville." reported a unicorn soldier.

"Excellent." said Twilight.

Author's Note

A/N: That is where we'll end this chapter. Yes, I did make a Kool-Aid Man reference. Next time, we deal with the aftermath of this. Please review.

Chapter 34

Ponyville had fallen. This was a fact and one that had to be accepted. Zecora arrived and waited for others to arrive. The Cutie Mark Crusaders arrived with Sweetie Bell and Scootaloo first then Apple Bloom. All three Crusaders arrived. Ruby Pinch and Pina Colada followed then Derpy and Dinky. Finally; Lyra, Bon Bon, Octavia and Vinyl arrived. The rest of the Mane 6, Spike, Trixie and Sunset Shimmer finally arrived.

"Is this it?" asked Sunset horrified.

"The amount of escapees was a bit. This is it." answered Zecora.

"Applejack!" cried Apple Bloom.

The Cutie Mark Crusaders raced over to their sisters or sister figure in one case.

"I'm so glad to see you." sobbed Apple Bloom.

"Where are Granny Smith and Big Mac?" asked Applejack worried.

"Captured." answered Apple Bloom.

"So where mom and dad." added Sweetie Bell.

"Oh my!" gasped Rarity in horror.

"Dammit!" cried Applejack, holding her tears back.

"I can't believe Twilight has done this." said Lyra shaken.

"Well you saw it firsthoof." said Trixie.

"Lyra has known Twilight since Canterlot." explained Bon Bon.

Trixie rolled her eyes.

"What do we do?" asked Ruby Pinch.

"I'll watch over you two until Berry is back." answered Derpy.

"Thanks!" exclaimed Pina Colada.

"What are we going to do?" asked Octavia.

"Yeah. We can't survive in the Everfree Forest." added Vinyl.

The ponies thought for a moment.

"Zecora might have room." proposed Sunset.

"Unfortunately, my home is made in a tree. There is only enough room for me." said Zecora.

The ponies moaned at this.

"We have to find a place to stay.' said Derpy.

The Mailmare guarded the three fillies with her.

"Let fear not gather around. For the ruins of a castle, I have found." stated Zecora.

The others talked among themselves.

"I remember reading about a royal castle in the Everfree Forest." noted Sunset.

"Where'd read that?" asked Derpy.

"An ancient manuscript in the Royal Canterlot Library." answered Sunset.

The others where surprised by this.

"We can hide there." said Trixie.

The ponies made their way through the Everfree Forest.

"Are we getting close?" asked Trixie.

"We shall get there soon. Before the rise of Luna's moon." answered Zecora.

Lyra was looking around.

"Lyra, are you looking for humans?" asked Bon Bon annoyed.

"No. I'm trying to keep my guard up." answered Lyra defensive.

"Okay then." replied Bon Bon.

"I wish you would be more open minded." sighed Lyra.

"It's hard to. I just can't believe humans exist." explained Bon Bon.

Lyra let our a sad moan.

"Lyra, I am not going to judge you. You know that." said Bon Bon.

"I know dear." replied Lyra.
The two shared a kiss.

"Why can't we be more like that?" asked Vinyl.

"Because we don't need to flaunt our love." answered Octavia.

Vinyl grabbed Octavia gave her a passionate kiss.

"I..." stammered Octavia.

"Still leave 'em speechless." bragged Vinyl.

The ponies passed through trees and came across their destination.

"Have no more fear. We are here." noted Zecora.

The ponies reached the bridge.

"Hey, we've been here before." noted Rainbow.

"Yea. It's where we found the Elements of Harmony." said Applejack.

Suddenly, there was a poof in front of them.

"Oh thank Celestia! I was so worried!" cried Discord.

Discord embraced Fluttershy tightly.

"I am glad to see you to." said Fluttershy.

Discord let go of the pegasus.

"What's going on?" asked Discord.

"Sombra's Army had captured Ponyville." answered Fluttershy sadly.

"Twilight led them." added Spike.

Discord was clearly throw off by this revelation.

"What's wrong with him?" asked Octavia.

"Twilight used the Blood Manipulation Spell on Discord." answered Rainbow.

"Oh my." gasped Octavia.

"No! I can't believe it!" exclaimed Lyra.

"She used it on me as well." said Rarity solemnly.

Lyra was shaken by this and Bon Bon comforted her.

"It's okay Lyra." said Bon Bon.

Discord thought worriedly for a moment.

"I need to go." said Discord.

"But, you just got her." noted Pinkie.

"Discord, Sombra's Army has overrun much of Equestria including most of the major cities. Canterlot is next." said Sunset.

"I can go to my home dimension Sunset." said Discord.

Sunset was taken aback by this.

"How did you know my name?" asked Sunset surprised.

"As a statue, I could not move or speak. I was still aware and I remember you." answered Discord.

Sunset thought for a moment.

"Actually Discord, I think we could use your help." said Sunset.

"What do you mean?" asked Discord suspiciously.

"You have powerful chaos magic. It might just be what we need to fight Sombra." answered Sunset.

"Well I guess I could..." mused Discord.

Discord suddenly stopped when a thought hit him.

"Would I have to face Twilight?" asked Discord worriedly.

"Possible." answered Sunset.

Discord squirmed at this.

"No thanks." said Discord.

The Master of Chaos snapped his fingers causing suitcases to appearing his hands.

"I'm going to ride this out in Las Pegasus. Call me when it's over." said Discord.

"Are you kidding?!" asked Rainbow angrily.

"Yup. I've heard this Gladmane has a good place." answered Discord.

"Las Pegasus might fall." noted Rarity.

Discord stopped and thought for a moment.

"Then I'll go somewhere else." shrugged Discord.

"We need you." said Sunset.

"Just let him go." huffed Trixie.

Discord raised his eyebrow.

"And you are?" asked Discord annoyed.

"I am the Great and Powerful Trixie!" declared the unicorn.

"She's a stage illusionist who arrived in Ponyville twice." said Derpy.

"First time her boasts led to an Ursa Minor invading Ponyville until Twilight saved the day." continued Lyra.

"Last time, she tried to take over Ponyville. However, Twilight fought her off." finished Bon Bon.

"She physically assaulted me!" snapped Trixie.

"You where trying to take over Ponyville." noted Octavia.

"And enslave all of us." added Vinyl.

"Does that justify what happened to me?" asked Trixie, looking for sympathy.

"Yes." answered the ponies and Spike in unison.

Discord rolled his eyes.

"Look, I can't help you." said Discord.

"Why?" asked Rainbow annoyed.

"Because I can't." answered Rainbow.

"He's a coward." shrugged Trixie.

"Take that back!" snapped Discord.

"Nope." replied Trixie with a grin.

Discord seethed with anger.

"I think she's right." said Sunset.

"No she's not!" exclaimed Discord.

"You're afraid of Twilight." said Sunset.

"No I'm not!" declared Discord.

"The Blood Manipulation Spell on you and it traumatized you." realized Sunset.

"Don't be crazy!" cried Discord, turning his head.

"Discord, I think she's right." said Fluttershy.

"You of all ponies should trust me." replied Discord.

"I do trust you, but I know you where shaken by Twilight using the Blood Manipulation Spell than you're letting on." said Fluttershy.

Discord remained silent.

"It's okay to be scared. That was a very traumatizing event." continued Fluttershy.

Discord rubbed his face and let out a sigh.

"Oh I can't keep secrets from you. Yes, I am a bit...distraught about what happened." confessed Discord.

"It's okay to feel that way. You've got friends here and we will help you through this." said Fluttershy.

Applejack and Rainbow shared a look.

"Okay Fluttershy. I'll help you." sighed Discord.

Fluttershy hugged Discord.

"Thank you. You only need to do as much as you feel comfortable doing." replied Fluttershy.

In Ponyville, Sombra's Army gained total control. They quickly removed anything to do with the old regime including raising a large banner of Sombra over town hall. The statue of Celestia in Ponyville was torn down with plans for a statue of Sombra built in its place.A small squad where sent to hunt down any possible stragglers. Meanwhile, Twilight oversaw the enslavement of Ponyville residences.

"Let's see." said Twilight.

She passed by the former residences.

"The donkeys can be used to haul carts. That's all their kind are good for." said Twilight.

"I thought you here different." sighed Cranky.

Twilight used her magic to grab a whip and cracked Cranky over the back.

"That will shut him up." said Twilight.

Twilight dropped the whip and continued reaching the Cakes.

"Two fillies." noted Twilight.

"Should we kill them?" asked a soldier.

"No. We can take them away and raise them to be the next generation of loyal soldiers." answered Twilight.

Mrs. Caked hugged her children until a soldier ripped them away from her by force.

"No." sobbed Mrs. Cake.

Twilight chuckled and continued reaching Mayor Mare.

"Now we have this pathetic bureaucrat who hid like a coward when a hoard of Pinkie Pies overran this shithole." scoffed Twilight.

Mayor Mare refused to look at Twilight.

"Look at me!" demanded Twilight.

Mayor Mare refused to, so Twilight spit in her face.

"Pathetic." said Twilight with disgust.

Twilight continued reaching Hondo Flanks, Cookie Crumble and the Apples.

"Hicks galore." said Twilight.

"What are ya doing?" asked Hondo Flanks.

"You're friends with with our Rarity." added Cookie Crumble.

Twilight rolled her eyes.

"Ya as slippery as a snake! I never should have trusted ya!" declared Granny Smith.

"Eeyup." agreed Big Mac.

Twilight rolled her eyes.

"Somepony should tan your hide!" cried Granny Smith.

"Somepony should put you in a box floating down the river grandma!" snapped Twilight.

"Hey! You can't talk to Granny like that!" exclaimed Big Mac.

"I just did." snapped Twilight.

Twilight continued reaching Cheerilee and the fillies.

"Good. More fillies to become the next generation of soldiers for Master." said Twilight.

"Don't hurt these children." said Cheerilee.

"I'm making the rules here.

"Twilight! Please stop this!" exclaimed Colgate.

Twilight trotted over to the dentist.

"Colgate, we go back far. I should have killed you earlier." said Twilight.

Twilight turned and found herself at Golden Oaks Library.

"This crappy place." said Twilight.

Twilight walked over and noticed the memorial.

"How pathetic!" laughed Twilight.

Twilight fired a blast of magic destroying her memorial.

Author's Note

A/N: That is where we'll end this chapter. I slipped a Spongebob reference in there specifically the scene where Plankton roasted an entire family. Now Discord is involved helping our heroes. Next time, our heroes return to Canterlot and talk to Trixie. Please review.

Chapter 35

Lyra, Bon Bon, Octavia, Vinyl, Derpy, Dinky, Ruby Pinch and Pina Colada set up in the castle while Zecora returned to her treehouse and would sneak off for supplies. As she feared, Cranky's and Matilda's home was sacked by Sombra's soldiers. The rest of the Mane 6, Spike, Trixie, Sunset and Discord went to Canterlot and the palace where they met the four royals.

"What is he doing here?" asked Shining Armor.

"Discord has joined us." answered Sunset.

"Can we trust him?" asked Luna skeptical.

"Yes." answered Fluttershy.

"We heard something happened in Ponyville." noted Celestia.

"Ponyville has fallen." stated Trixie.

The four royals winced.

"Was...Twilight there?" asked Cadence worried.

"Yes." answered Sunset.

Celestia, Cadence and Shining cringed at this.

"They first attacked my family capturing them." began Pinkie.

"They also captured my parents." added Rarity.

"And my brother and Granny." concluded Applejack.

"I am so sorry for your losses." said Celestia.

"We know your highness." replied Applejack.

"They're little sister where safe." noted Fluttershy.

"How many where captured?" asked Luna.

"Five ponies, three fillies and a zebra living on the outside of town." answered Spike.

"That's it?" asked Shining surprised.

"Yes." answered Sunset sadly.

"We can't just sit here! We know exactly where Twilight is!" snapped Rainbow.

"We cannot just go rushing into things." warned Applejack.

Rainbow Dash let out an annoyed grunt.

"I know you want to help. We all do, but if we rush in we'll be killed." said Sunset.

"It's so hard." sighed Rainbow.

Fluttershy flew over to her marefriend's side.

"I know. We can all sympathize." said Fluttershy.

"The Great and Powerful Trixie doesn't." said Trixie.

"Look Trixie! We can do this without you!" declared Rainbow.

"Fine. But, when your enslaved don't come whining to Trixie." said the illusionist.

Trixie turned and began to walk away.

"Wait! Trixie, please stay!" called Sunset.

"Perhaps, if you beg Trixie will consider." said Trixie.

"We ain't beggin' for nopony!" declared Applejack.

"Damn right!" cried Rainbow.

"Fine. Then Trixie will take her leave." said Trixie.

"Guys!" cried Sunset.

"Trixie, please wait in the foyer." requested Luna.

"Fine with Trixie, your highness." replied Trixie.

Trixie turned and left the room.

"Have you talked to Trixie like I instructed?" asked Luna.

The ponies and Spike looked down guilty.

"No." answered Sunset.

"There is a reason I requested you do that." replied Luna.

"Because of she came from a "broken home" right?" asked Pinkie.

"Yes. You need to talk to her. I will call her back in, we will leave and you talk to her." answered Luna.

"Right." agreed Sunset.

"Trixie, please come back in." said Luna.

Trixie entered and the four royals left.

"Where are they going?" asked Trixie confused.

"They have business to attend to." answered Sunset.

Sunset Shimmer stopped and took a deep breath.

"Um Trixie, can we talk?" asked Sunset.

"Yes. Trixie knows she is great." answered the illusionist.

Rainbow and Applejack grumbled under their breaths.

"That's not what we want to talk about." stated Applejack.

Trixie raised her eyebrow.

"Earlier, you noted you had a rough fillyhood..." began Spike.

"The Great and Powerful Trixie sees no need to talk about her youth!" declared Trixie.

"Trixie, you cannot avoid this." stated Sunset.

"Trixie sees no reason to disclose this personal information." said Trixie firmly.

"Please." requested Fluttershy.

"You have to be kidding Trixie." scoffed Trixie.

"Just me use my magic. I can get her to talk." offered Discord.

"We don't use magic to bend the will of others...especially friends." chastised Fluttershy.

"Trixie is not your friend!" snapped Trixie.

"Trixie, I know what its like to have a past you aren't proud of." said Sunset.

"You probably didn't come a from a broken home!" cried Trixie.

The illusionist paused as she realized what she had said.

"Not that Trixie came from a broken home either." said Trixie defensively.

"Please Trixie. We are not going to abandon you. We want to help you, but we can't if we don't know what's wrong." said Sunset.

Trixie thought for a moment and groaned.

"Fine." relented Trixie.

Trixie took a deep breath.

"Trixie's father was an illusionist like Trixie and Trixie's mother was his assistant." began Trixie.

"Is that how they met?" asked Pinkie.

"Yes. She auditioned and they got closer even falling in love." answered Trixie.

"How darling." said Rarity.

"Trixie's father was a good illusionist, but failed in Manehattan." continued Trixie.

"What happened?" asked Applejack.

"He couldn't cut it in the big city." answered Trixie sadly.

The illusionist took a deep sigh.

"He hit the bottle and became a violent drunk." said Trixie.

"Did he hit you?" asked Fluttershy worried.

"Not me. My mother." answered Trixie.

Applejack winced at this.

"Trixie had to watch it. My oldest memories are of father beating mother." explained Trixie.

"No child should ever see that!" cried Applejack.

"Calm down." said Rarity.

Applejack took a deep breath.

"You're right." said Applejack.

"Mom had to work two jobs, but most of the money to booze." continued Trixie.

"How bad was it?" asked Rainbow.

"We barely had food. I had to...beg." answered Trixie disgusted.

"Oh my!" gasped Rarity.

"We lost our home and had to move into an apartment. But, my dad drank the rent away forcing mother to beg for money and constantly leaving us in debt." explained Trixie.

Trixie took a moment.

"Trixie wanted to get out of that place as soon as I could." said Trixie.

"Is that you became an illusionist?" asked Spike.

Trixie nodded her head in confirmation.

"Trixie was determined to make something of herself." answered Trixie.

Trixie blinked and a a frown was clearly visible.

"Trixie wouldn't end up like that! Trixie would make something of herself and become famous not only in Euqestria , but beyond!" declared Trixie passionately.

The others where left speechless.

"So there you go." said Trixie hurt.

"We...didn't know." stated Sunset surprised.

"Happy now?" asked Trixie annoyed.

"There's now way we could be happy with that." answered Spike.

"Why did you want to know so badly?" asked Trixie.

"There seemed like there something bothering you." answered Rarity.

"Nothing bothers Trixie!" spat Trixie.

"Is that why you've wanted to get revenge against Twilight?" asked Rainbow.

"Trixie has no idea what you're talking about." answered Trixie.

"Yeah sure." muttered Applejack.

Trixie took a deep breath.

"Trixie will admit there is something...liberating about telling this." confessed Trixie.

"Do ya want to rebuild your relationship with your father? asked Applejack.

"No. I never want to see him again." answered Trixie firmly.

"You third refer to yourself in the third pony." noted Sunset.

Trixie blinked and shook her head.

"A momentary miscalculation." stated Trixie.

"Maybe, um, it's because you let your guard down." proposed Fluttershy.

Trixie sputtered, revealing Fluttershy was right.

"Trixie, we're here for you. Your relationship with everpony hasn't been great, but we are not going to abandon you. If you need to talk, we'll be here for you." explained Sunset.

Trixie was left speechless.

"I'm going to get the royals." said Sunset.

"Wait!" cried Trixie.

Sunset stopped and turned her attention back to Trixie.

"Trixie thanks you." said Trixie.

In Manehatan, Sombra had firmly cemented his rule. Sombra's rule was implemented and dissidents quickly crushed by Sombra's Army. Sombra was in his office waiting for an important meeting. He was looking over update reports pleased with the status of his invasion. Sombra leaned back patting himself on the back when a knock came on the door.

"I am busy.' said Sombra annoyed.

"Master, it's me." said Twilight.

Sombra took a moment.

"Come in Twilight." said Sombra.

Twilight entered and shut the door behind her.

"It is so great to see you again." said Twilight dreamily.

"Indeed. It has been far to long." replied Sombra.

"How have things been?" asked Twilight.

"Thanks to you they've been grand." answered Sombra.

Twilight felt her cheeks burning.

"It has been my pleasure serving you Master!" declared Twilight.

"You naive fool." thought Sombra.

Sombra thought for a moment.

"I have heard you've captured Ponyville." noted Sombra.

Twilight let out a chuckle.

"I enslaved most of the residences." said Twilight proudly.

"You've enslaved most of them?" asked Sombra uneasy.

"A few managed to escape. A zebra, five adults and four fillies." answered Twilight.

"Where the Element of Harmony bearers there?" asked Sombra.

"Yes. But, they ran away like cowards." scoffed Twilight.

"No matter. There running is almost over." said Sombra.

Twilight let out a sigh of relief.

"Once Equestria has fallen, you can do whatever you want to it." said Sombra.

"Master, they actually had a memorial to me." noted Twilight.

Sombra squinted in concern.

"Those pathetic fools!" laughed Twilight.

Sombra took a deep breath of relief.

"I will never go back to that!" declared Twilight.

"Good girl." said Sombra.

Twilight smiled happily.

"As you may guess, Canterlot is our next target." stated Sombra.

"Good! I want to payback Celestia!" exclaimed Twilight.

"I want you by my side in the fight." said Sombra.

"It will be a great honor." said Twilight.

"Equestria will be yours after this." said Sombra.

"Indeed. I plan to make major changes." stated Twilight.

"Too bad they'll never com true." thought Sombra arrogantly.

"How sweet." cooed a voice.

Twilight turned her attention to the door.

"It is a great to see you once more." said Chrysalis.

Author's Note

A/N: That's where we'll end this chapter. Next time, we focus on preparations for the battle. Please review.

Chapter 36

To say Twilight was annoyed would be an understatement. While her loyalty to Sombra was unquestioned, her feelings toward the Changeling Queen where less than positive. Chrysalis walked into the room and stood in front of Sombra.

"It's so grand to see you again." cooed Chrysalis.

"Keep your mitts off Master." said Twilight defensively.

The Changeling Queen was loving his jealousy.

"Twilight, please stay calm." requested Sombra.

Twilight recoiled at this.

"Understood Master." sighed Twilight.

Chrysalis let out a chuckle.

"Bitch." muttered Twilight under her breath.

"I must say, Manehattan is a beautiful city. So full of love." said Chrysalis lustfully.

"It looks better under my domain." stated Sombra.

"I don't doubt it." replied Chrysalis.

The two shared a laugh at this.

"So, I assume you wanted me here to discuss the final attack on Canterlot." said Chrysalis.

Sombra nodded his head.

"Correct. I need you to focus your forces to undermine the security in Canterlot." confirmed Sombra.

"Well I have experience with that." noted Chrysalis.

"Until your plan was foiled." said Twilight smirking.

Chrysalis grumbled at this.

"Calm down." said Sombra.

The two did just that to keep the peace.

"Good." said Sombra pleased.

"Well my forces have moves and reached the outskirts of Ponyville. Canterlot is completely under siege." said Chrysalis.

"Great. Now, I need your Changelings to slip into the city and act like a fifth column like you did in Crystal Empire." said Sombra.

"We need to talk first." said Chrysalis.

"What about?" asked Sombra curious.

"The amount of ponies given to my hive to feed on is too low." answered Chrysalis.

"We captured an old ponies homes in Ponyville. The residents will be shipped off to you." said Twilight disgusted.

Chrysalis rubbed her chin.

"One of them is the grandmother of one of the Element of Harmony bearers." added Twilight.

"Excellent. That should be good." mused Chrysalis.

Twilight rolled her eyes.

"However, that will not serve us for long." said Chrysalis.

Twilight let out an annoyed snort.

"I might need parts of Equestria. We can farm off the ponies." said Chrysalis.

"No way!" declared Twilight.

Chrysalis let out a chuckle at this.

"I am talking to Sombra." said Chrysalis.

Twilight let out a laugh.

"Master has promised Equestria to me. So you should talk to me." said Twilight cockily.

Chrysalis let out an annoyed grumble.

"I don't think you need any Equestrian land." said Twilight.

Thinking about it. I agree with Twilight Sparkle. A group of offerings for you to feed on will suffice." said Sombra.

Twilight beamed proudly.

"Maybe, I see no need to help you." replied Chrysalis.

Chrysalis and Sombra stared each other down.

"Let us not fight. We can come to an agreement after our victory." said Sombra.

Chrysalis thought for a minute.

"That is fine by me." agreed Chrysalis.

"Oh great." thought Twilight annoyed.

In Canterlot, defenses where built up. News of the fall of Ponyville reached the city and everypony was freaking especially the aristocrats. Misty Fly had taken over the Wonderbolts and they where gathered n the city of the impending invasion. Guards where set up and anti-Changeling spell used during the wedding was cast once more. The four royals, Mane 6, Spike, Trixie and Sunset gathered in the palace to plan.

"We have to fortify our defenses. We'll places archers and sentries in Canterlot Mountains." began Shining.

"We might need to destroy the train bridge." proposed Luna.

"That would cut off our friends in the Everfree Forest." noted Fluttershy worried.

"Canterlot is under siege now. That is irrelevant." said Shinning Armor worried.

The others gasped at this revelation.

"We might not have a alternative." sighed Sunset.

"Why?" asked Rainbow confused.

"So Sombra's forces cannot use it." answered Spike.

"But, the others can't survive without help." said Pinkie.

"I can zip there and back. No sweat." said Rainbow.

"They got the Wonderbolts. You best be worried." replied Applejack.

"Perhaps we could find a compromise." proposed Rarity.

Princess Celestia thought for a moment.

"We'll have forces occupy the tracks." said Celestia.

The others agreed to this compromise.

"Discord, maybe you help them." said Fluttershy.

"How?" asked Rainbow surprised.

"He can use his magic to teleport there and back." answered Sunset.

"Please Discord." begged Fluttershy.

Discord looked into Fluttershy's worried eyes.

"Okay. I can do that." agreed Fluttershy.

"Is possible any Changelings have infiltrated the city?" asked Cadence.

"Your shield is up so there can't be a way." answered Applejack.

"They might have gotten in already." noted Luna.

"Ahh!" exclaimed Trixie worried.

"Our main objective is to defeat defeat Sombra." stated Celestia.

"What about the soldiers?" asked Applejack.

"It seems they are under a mind control spell. If we can best Sombra, his spell will be broken." explained Celestia.

"What about prisoners?" asked Pinkie worried.

"With Sombra defeat, they shall be freed from imprisonment." answered Luna.

"I know it is hard as many of you have lost family..." began Celestia.

Pinkie, Applejack and Rarity flinched.

"Not to mention our friends." added Rainbow, with concern leaking through.

The white alicorn nodded her head.

"But, they will be freed after our victory." said Celestia.

"Um, let's not forget the Changelings." stated Trixie worried.

"Indeed. They maybe a major hindrance." admitted Celestia.

"No necessarily." replied Sunset.

"What do you mean?" asked Celestia interested.

"From what I saw in the Crystal Empire, there alliance is not strong. it's solely for necessity." answered Sunset.

Celestia rubbed her chin with her foreleg.

"That does give a ray of hope." mused Celestia.

"Have we gotten any news from Griffonstone?" asked Cadence.

"King Grover has not sent a reply. I am starting to wonder if he may have passed." answered Luna.

"Unfortunately, Dragon Lord Torch has rejected our latest plea." added Shining Armor.

Celestia let out a sigh.

"Princess, what shall we do?" asked Sunset Shimmer.

"We will rally ever soldier and resident of Canterlot." answered Celestia.

The others all nodded their heads.

"Yes ma'am!" declared the ponies.

Celestia gave the order and the wheels where set in motion.

"I really hope we can get Twilight back." said Fluttershy concerned.

This sent a chill down the spines of the others in the room.

"Oh, um, did I say something wrong?" asked Fluttershy.

"No." answered Rainbow, "It's just..."

"Twilight is a touchy subject." concluded Sunset.

"I think we should forgive her." stated Fluttershy.

"Yeah. She's under Sombra's control." agreed Pinkie.

"Don't forget what she's done." noted Trixie.

"I am still haunted by that Blood Manipulation Spell." said Rarity flatly.

"Ditto." said Discord.

"Not to mention she's separated us from our friends and families." said Applejack.

"You know as well as I do that's not who Twilight is." said Shining Armor.

"Like Pinkie Pie noted, Sombra is controlling her with his magic." added Cadence.

"She can't use that as an excuse." spat Rainbow.

"It's not an excuse. Twilight is basically his puppet." replied Sunset.

"But, she has to have some responsibility for her actions." countered Discord.

They thought for a minute.

"I am certain we can discuss what happened after the battle." said Celestia.

"Right your highness." agreed Sunset.

"It'll be difficult to forgive her after she almost killed me." noted Rarity bluntly.

"I understand that might be difficult, but the guilt of such actions can lead to incredible guilt." said Luna.

"Please Rarity, can you try and forgive her." pleaded Spike.

Rarity looked at the baby dragon and sighed.

"Okay Spikey Wikey, I can try." said Rarity.

"Thank you." replied Spike grateful.

Rarity couldn't help but smile.

"Everpony get ready. We'll make our final stand here." said Celestia.

In Manehattan, Twilight Sparkle paced nervously back and forth. Sombra had asked her to step outside so he could talk to Chrysalis privately. The real reason was he could openly talk about his real plans. Finally, they finished and Chrysalis left giving Twilight a cocky look as she passed by. Twilight gave Chrysalis a dirty look then rushed inside where Sombra was relaxing.

"Master, how did the meeting go?" asked Twilight nervously.

"Fine. Everything is set." answered Sombra.

"Master, I do not trust her." stated Twilight.

"Are you doubting me?" asked Sombra.

Twilight suddenly became anxious.

"No Master. I am implying Chrysalis is untrustworthy." answered Twilight.

"Is she like Sunset Shimmer?" asked Sombra.

"In a sense." answered Twilight.

"So she's another traitor who tried to fool me." replied Sombra.

Twilight gulped anxiously.

"No Master." said Twilight, worried.

"Twilight, I have faith Chrysalis will not betray us." said Sombra.

"Understood Master." sighed Twilight.

"As we speak, her forces are preparing to infiltrate Canterlot and will do so by nightfall." explained Sombra.

"Master, what did you speak about in private?" asked Twilight concerned.

"Nothing to worry about." answered Sombra.

Twilight nodded her head going along with this.

"Twilight, I am proud of everything you've done." stated Sombra.

Twilight beamed at this.

"Thank you Master!" exclaimed Twilight.

Twilight left as Sombra thought back to his meeting with Chrysalis.

"Why do you have Twilight Sparkle hanging around like a moth around a flame?" asked Chrysalis.

"She's a useful pawn to me." answered Sombra.

"So you don't actually care about her." chuckled Chrysalis.

"Exactly." confirmed Sombra.

"Like the one who ran away?" asked Chrysalis.

"Watch your tongue." said Sombra seething.

"I am just having fun." said Chrysalis.

"This isn't funny." said Sombra coldly.

"So, she won't rule over Equestria." said Chrysalis.

"Once Canterlot has fallen, I will discard her. She'll have no more use to me." said Sombra.

"Twilight, you're usefulness to me is near an end." said Sombra.

Hours past and soon Celestia's sun sat. It was replaced by Luna's Moon which filled the sky with its luminescent glow. Equestrian sentries guarded the city from within the shield. Just outside Canterlot, a group of Changelings landed. They recognied the shield immediately from the wedding fiasco. The Changelings landed just out of view.

"Is this the same shield or just similar?" asked one Changeling.

The Changelings looked at each other.

"I'll check." volunteered Thorax.

Thorax flew over and gently touched the shield which sent a shock through him.

"Oh." said Thorax.

Thorax quickly retreated back to the others.

"It's the same." answered Thorax.

The Changelings looked among themselves.

"Now what?" asked the first Changeling.

"I don't know." answered another.

"We could try tunneling under." proposed a third Changeling.

The Changelings turned into rabbits and tried tunneling under the shield.

"Who's over there?" asked a sentry loudly.

The sentry Earth Pony marched over and noticed the "rabbits" before him.

"Just rabbits." scoffed the sentry.

The sentry left and once gone the Changelings reverted to their natural forms.

"That was close." sighed a Changeling.

"They've got the city too well guarded. We can't get in." said Thorax.

"We can't quit!" snapped another Changeling quietly.

"We don't have a choice." replied Thorax.

With that, the Changelings left.

Author's Note

A/N: That is where we'll end this chapter. A lot happened and I hoped you liked it. Next time, we finish up preparations for the battle. Please review.

Chapter 37

The morning sun arose above Equestria. In much of Equestria, Celestia's glorious sun rose above banners of King Sombra who awoke early to plan his final attack. The Changelings from Canterlot returned to Manehattan to confess to their failure. They nervously approach Chrysalis who was clearly not pleased to see them.

"What are you doing here?" asked Chrysalis angrily.

"We where unable to enter Canterlot." answered Thorax.

"Why?!" asked Chrysalis angered.

Thorax gulped.

"The same shield used against us during the wedding was used here." answered Thorax.

"That is it?" asked Chrysalis unhappy.

"Yes ma'am We where unable to breech the shield." answered Thorax.

"How did you try and breech it?" asked Chrysalis.

"Any attempt to tunnel under the shield failed." answered Thorax.

Chrysalis frowned angrily.

"You tried to tunnel under it like a damn fantasy!" snapped Chrysalis.

The Changelings recoiled in fear.

"We had to stop." said Thorax.

"Why?" asked Chrysalis, through gritted teeth.

"An Equestrian sentry almost caught us." answered Thorax, his knees weak.

"If I was Sombra, you'd be dead right now." noted Chrysalis.

Several Changelings threw themselves on the ground.

"We're sorry!" cried one Changeling.

"Have mercy on us!" cried a second Changeling.

"We beg your forgiveness!" cried a third Changeling.

Chrysalis thought for a minute.

"I will forgive you." began Chrysalis.

"Thank you!" exclaimed a Changeling.

"We're not worthy!" exclaimed another Changeling.

"No you aren't." muttered Chrysalis.

The Changeling Queen looked at Thorax.

"Well, what abut you?" asked Chrysalis.

Thorax bowed down.

"I am eternally grateful for you mercy." answered Thorax.

Chrysalis let out a laugh.

"Now Sombra's forces will take a bigger hit." mused Chrysalis.

"Why?" asked Thorax.

"They will be in the front." answered Chrysalis.

"We can join them." proposed another Changeling.

"Sombra will not budge on it." replied Chrysalis.

The Changeling Queen rolled her eyes.

"He won't anypony else take his thunder." said Chrysalis.

The Changeling Queen laughed.

"No skin off my muzzle." scoffed Chrysalis.

"But, we're allies with Sombra." noted Thorax.

Chrysalis' mood became more somber.

"We merely share a common goal." stated Chrysalis.

"I see." replied Thorax, uncomfortable.

"Thorax, do you doubt me?" asked Chrysalis.

Thorax quickly became worried.

"No. Of course not." answered Thorax.

Chrysalis thought for a moment before a sinister smile came to her face.

"Then prove your loyalty." ordered Chrysalis.

"What do you request of me?" asked Thorax.

"You will be the one to explain your failure to Sombra and only Sombra." answered Chrysalis.

Thorax knew this could be a suicide mission.

"I hear and obey." said Thorax, trying to stay calm.

Chrysalis excused her Changelings and they left. The other Changelings returned to their base to relax and prepare for their upcoming mission. Thorax nervously left their base and headed to town hall. Thorax arrived and felt his legs shaking as he entered. He walked over to where Sombra was wanting to get this over with. However, one pony stood in his way.

"What do you want?" asked Twilight annoyed.

"I have been sent by Queen Chrysalis." answered Thorax.

"State your business." sighed Twilight.

"I am to give an update our on mission to infiltrate Canterlot." said Thorax.

"Tell me and I'll send the message to him." replied Twlight.

"Queen Chrysalis was very clear that I should only tell Sombra." said Thorax.

"King Sombra." stated Twilight angrily.

"Queen Chrysalis was very that I should only tell King Sombra." said Thorax.

Twilight let out a deep sigh.

"Follow me." huffed Twilight.

Twilight knocked on the door behind her.

"Who is it?" asked Sombra, from inside.

"Me Master. The Changeling Queen sent an envoy." answered Twilight.

"Come in." replied Sombra.

Twilight led Thorax inside and shut the door behind her.

"Please, tell me why you are here." requested Sombra.

Thorax took a deep breath.

"Our mission to infiltrate Canterlot failed." said Thorax.

Sombra's face quickly turned into a scowl.

"How could you fail?!" asked Twilight angrily.

"The same shield that kept us out of Canterlot during our Wedding Operation was deployed and we couldn't get by it." answered Thorax nervously.

"How pathetic!" spat Twilight.

"Please stay calm." said Sombra coldly

Twilight scowled, but looked at Sombra and nodded.

"So, you made very attempt to enter." mused Sombra.

"Yes." confirmed Thorax.

"I knew those Changelings where inferior." scoffed Twilight.

"Hey!" cried Thorax offended.

"I would have easily entered Canterlot." said Twilight.

"You're a pony so the shield wouldn't have effected you." noted Thorax.

"Never send a Changeling to do a pony's job." replied Twilight.

"Then you do it!" snapped Thorax.

"That is not a bad idea." mused Sombra.

"What do you mean, Master?" asked Twilight.

"You can infiltrate Canterlot." answered Sombra.

Twilight beamed proudly.

"It would be my pleasure Master." said Twilight.

Sombra turned his attention back to Thorax.

"Tell Queen Chrysalis that I will have Twilight infiltrate Canterlot." said Sombra.

"I understand." replied Thorax.

"Once again a pony will hand the situation." said Twilight.

Thorax wanted to say something about Twilight's bigotry, but knew better of it.

"It was a pleasure meeting with you King Sombra." said Thorax.

Twilight rolled her eyes , annoyed her comments where ignored.

"Goodbye." said Sombra.

Thorax turned and left.

"I will get ready for my mission." said Twilight.

Sombra nodded his head.

"Good." said Sombra.

The defenses in Canterlot where raised as high as they could possible be. Common ponies erected barricades and armed themselves with whatever they could. Donut Joe, Coriander Cumin, Saffron Masala, Lemon Hearts, Twinkleshine and Moon Dancer manned the main defense at the entrance for the city. They where surprised when Fancy Pants joined them. More upper class ponies such as Jet Set, Upper Crust, Hoity Toity, Photo Finish where at the palace to defend it. Fleur Dis Lee was there as Fancy Pants didn't want her at the front. A very reluctant Prince Blueblood led these volunteer forces. Inside the palace, the four royals, Sunset, Trixie, the rest of the Mane 6, Spike and Discord where gathered around for one final meeting.

"Sombra's forces will be either anytime now." sighed Luna.

"Are the Changelings coming as well?" asked Shinning Armor.

"Of course they are. Chrysalis will not pass the oppertunity for revenge." answered Cadence.

"A sentry heard noise hear the shield." noted Shinning Armor.

"Was it Changelings?" asked Cadence.

"The sentry claimed it was rabbits." answered Shinning.

"Wouldn't rabbits pass through the shield?" asked Luna.

"They where digging a borough." answered Shinning.

"Understood." replied Luna.

"What about the remaining Wonderbolts?" asked Rainbow.

"Misty Fly has them ready and they will be used without a doubt." answered Luna.

"The city is defended as it could possible be." said Shinning Armor.

"Even the citizens are helping out." noted Applejack.

"As the upper class." added Rarity.

"We need never able body that we have." said Shinning Armor.

"Where are your parents?" asked Cadence.

"They're helping with the defenses." answered Shinning.

"I'm surprised they're willing to pt themselves in such a position." mused Trixie.

"They wouldn't be talked out of it." shrugged Shinning.

"What about Twilight?" asked Spike.

Celestia used her magic to levitate an ancient tome placing it before her on a table.

"This is from the Starswirl the Bearded Wing." noted Sunset.

"Yes. I've spent as much time as possible looking for a spell and I might have found something." said Celestia.

Celestia opened the book.

"It's an old spell for countering dark magic. Only Starswirl has used it." sad Celesta.

Discord appeared behind Celestia.

"I hate to pop your bubble Tia. But, there's no guarantee it'll work." noted Discord.

"I am aware of that. However, it is the best chance we have." replied Celestia.

"Let's hope it doesn't bit us in the flank." said Discord.

"Must you always been a pill?" asked Luna annoyed.

"I wasn't such a pill that Tia and I weren't an item." answered Discord.

"Yes. You used me for power." said Celestia hurt.

Discord stopped and rolled his eyes.

"Since we very well might not see each other again, I did actually love you." confessed Discord.

"Why should I believe you?" asked Celestia.

"You don't have to. But, it's the truth." answered Discord.

"We can focus please." requested Spike.

Celestia shook her head.

"Yes. As I said, it is our best chance." said Celestia.

"Twilight is extremely powerful." said Rarity shuttering.

"We'll need a lot of magic to restrain her." added Sunset.

"We have three unicorns here plus a being of chaos. You fur will detain Twilight with your magic." explained Celestia.

"Cadence is maintaining her shield and I will be leading our defenses. So, we cannot help." said Shinning Armor.

"We have faith in you." added Cadence.

"Wait, I didn't sign up for this." said Trixie.

"You want to be great and powerful. This is your best chance to prove it." replied Sunset.

Trixie thought for a moment.

"I'll do it!" declared Trixie determined.

"I'll help as well." said Discord.

Celestia looked at Discord, but shook her head to focus.

"What about the rest of us?" asked Fluttershy.

"Yeah. We want to help." added Pinkie.

"You can provide a vital asset." answered Celestia.

"What is that?" asked Fluttershy.

"You can be there for your friend." answered Celestia.

"We can do that." said Pinkie.

"For Twilight!" declared Spike.

Author's Note

A/N: That is where we'll end this chapter. Next time is the start of the battle which take the majority of the final chapters. Please review.

Chapter 38

Disclaimer: I don't own My Little Pony

Celestia's morning sun shone brightly in the sky. On the outskirts of Canterlot, the forces planning on toppling Celestia were lined up in prefect rows. Sombra's forces stood at attention waiting a final talk from Sombra and Twilight before they're assault on Canterlot. Sombra emerged with Twilight behind him and they stood in front of the soldiers.

"Attenton!" declared a loud voice.

The soldiers focused as Sombra and Twilight approached.

"Today's the day." noted Twilight.

"Begin." said Sombra.

Twilight marched forward and looked at the ponies.

"Today will be the conclusion of our glorious triumph!" declared Twiligth.

The soldiers stood silent.

"Brainwashed soldiers are so boring." sighed Twilight.

Twilight let out a sigh.

"For too damn long the tyrannical princesses of Equestria have run amok on the land. They pretend to support friendship in reality this is a ruse to cement their rule. They track down any pony who could challenge them and keep them under their rule. They also involve themselves in illegally toppling monarchs then replace them with puppets. If they want to do that, so can we! Today, we will end their tyrannical rule and usher in a new era! Today, our glorious campaign comes to its successful climax!" said Twilight.

The soldiers where still silent.

"Oh for fuck's sake." sighed Twilight.

Twilight rolled her eyes.

"Applaud!" ordered Twilight.

Sombra's soldiers began stamping their hooves in applause.

"That's more likely." said Twilight softly.

Twilight basked in the applause.

"Enough!" ordered Twilight.

The soldiers stopped their applause.

"There we go." said Twilight softly.

Twilight then took a moment.

"Now, I present our King and My Master! Sombra!" declared Twilight.

Twilight clapped her hooves applauding.

"Applaud you insignificant peons!" snapped Twilight.

The soldiers began stomping their hooves applauding.

Twilight bowed while Sombra turned to the applauding soldiers.

"Stop!" cried Twilight.

The soldiers stopped applauding.

"My subjects. I stand before you on the threshold of victory. Our glorious campaign has succeeded because of the loyal service of you lead. Of course, that is only possible because of the excellent leadership of myself and Twilight Sparkle. Today, we are on the cusp of victory. Today, we shall bring Equestria into our fold." said Sombra.

"Applaud!" ordered Twilight.

The soldiers began stomping in applause for a minute.

"Stop!" ordered Twilight.

The soldiers stopped applauding.

"Of to victory!" exclaimed Sombra.

The soldiers cheered as they had been controlled to do.

"Celestia, I will kill you." vowed Twilight.

Nearby, the Changeling forces where also lined up in attention. Like the Crystal Empire soldiers, they where waiting for a final speech from Chrysalis before their invasion of Equestria. Among the Changeling forces, Thorax stood nervously. He tried to desperately keep attention off himself, but his knees where quivering. Finally, Queen Chrysalis arrived and landed in front of her forces.

"My children, today our campaign comes to an end." began Chrysalis.

Throax gulped heavily.

"Equestria has enough love to feed us for years! No longer will starvation and famine threaten us!" declared Chrysalis.

The Changeling horde cheered loudly.

"On to our victory!" declared Chrysalis.

The Changelings took off and began heading toward Canterlot.

"Sombra is a fool is he thinks we'll being feeding on scrapes." muttered Chrysalis.

In Canterlot, the defenders of the city where gathered. It was clear today was the beginning of the final battle for Canterlot. The ponies gathered outside the castle. They where expecting Celestia to address them any moment now. Inside; Celestia, Luna, Cadence, Shining Armor, the rest of the Mane 6, Spike, Trixie, Discord, Sunset Shimmer and Flash Sentry where gathered for a final planning.

"It should be any moment now." noted Luna.

"Unfortunately so." sighed Cadence.

"We need to focus." stated Applejack.

"I will lead what is left of the Equestrian Army against the Changelings." began Shining Armor.

"While I shall lead the Royal Guard and civilian forces against the Sombra and his forces." added Luna.

"Shouldn't we leave guards here to defend the palace?" asked Trixie.

"I'll be here." answered Flash.

"Flash is all we can spare. Besides, we can hand it." added Celestia flatly.

"Oh. Somepony is distracted." mused Discord.

"Not now." said Celestia sternly.

"Let's focus!" exclaimed Rainbow.

The others agreed with this.

"I need a volunteer." said Celestia.

"Um what for?" asked Fluttershy meekly.

"To lead Twilight here." answered Celestia.

The rest of the Mane 6, Discord, Trixie and Sunset Shimmer shared a look.

"Well, I don't think I should." said Discord uncomfortable.

"That's okay." offered Fluttershy.

"What about you Fluttershy?" asked Pinkie.

"I'd rather not." answered Fluttershy.

"I must confess I wouldn't either." mused Rarity.

"Oh, I think I'm catching a cold." said Trixie.

Trixie pretended to have a stuffed nose.

"Achoo." said Trixie, letting out an obviously phony sneeze.

"Really smooth." muttered Rainbow.

"I can do it." offered Applejack.

"No. I'll do it." offered Rainbow.

"Wait. I'll do it." said Sunset.

"No!" declared Spike.

All attention focused on the baby dragon.

"It has to be me." stated Spike.

"Are ya sure?" asked Applejack.

"I've know Twilight since she hatched me. It has to be me." answered Spike.

The others understood his reason.

"Alright." agreed Celestia.

"Where do I lead her?" asked Spike.

"Here." answered Celestia.

"Right." replied Spike.

"Once Twilight arrives; Sunset Shimmer, Trixie, Rarity and Discord will hold her still with their magic so I can cast the spell to purge Twilight Sparkle of the dark magic inside of her." explained Celestia.

"Right." replied the others.

"Oh." groaned Trixie nervously.

"Don't worry Trixie. We'll have each other backs." said Sunset.

"Excuse me princess, but my magic is not on the level with Sunset or Discord. I don't see how I can help." said Rarity.

"We need all the magic we can get." said Celestia.

"You didn't mention Trixie." noted the illusionist.

The others didn't reply.

"I must admit I a bit worried to deal with Twilight after...last time." confessed Discord.

"We need your Chaos Magic." stated Celestia.

"I'll be right here for you." said Fluttershy.

"Thanks." replied Discord.

"What about the rest of us?" asked Applejack.

"You have a very important role. As Twilight's friend, you must reach out to her." answered Celestia.

"No problem!" declared Applejack.

"This will be fun!" exclaimed Pinkie.

"You got it." said Rainbow.

"Okay. If it will help Twilight." said Fluttershy.

Luna and Celestia shared a glance.

"I think we need to get some air. Everypony, come with me." said Luna.

The group turned and began leaving.

"Discord, please wait." requested Celestia.

Discord shrugged stopped while Luna shuffled the others out.

"Is it true you actually loved me?" asked Celestia.

Discord was very taken aback by this.

"Yes." answered Discord.

"Then why did you turn on me?" asked Celestia demanding.

"Like I explained, I never planned on loving you. It just...happened." answered Discord.

"That's your excuse!" spat Celestia.

"I have no excuse. What I did was horrible and I don't blame you for being angry." sighed Discord.

"I've been heartbroken for a thousand years." stated Celestia.

Discord was surprised by this.

"You're still not over it." gasped Discord surprised.

"I opened up to you! I loved you! I gave you my heart and you stepped on it!" cried Celestia, pained.

Discord rubbed his face.

"I...had no idea." confessed Discord.

Celestia took a moment.

"Part of me wants to make still make it work." admitted Celestia.

"I am a changed man." said Discord.

"Right now, we need to take it one small step at time and if you hurt me again I will make you suffer." said Celestia.

Discord nodded in agreement. Celestia began walking and motioned with her head for him to follow. They joined the others and made their way to the balcony. Celestia, Luna, Shinning Armor and Cadence went forward while Celestia had the others wait behind. The royal quartet headed to the balcony to address the ponies of Canterlot. Luna used her "Royal Canterlot Voice" to garner the attention of the ponies who quickly gathered.

"To the ponies of Canterlot..." began Celestia.

Celestia took a moment.

"Today maybe the most fateful day in the history of Equestria. A conquering force has invaded our beloved land destroying and pillaging it. Worse, they have enslaved and murdered our own ponies." continued Celestia.

The crowd murmured to its self.

"That could happen to us." muttered Jet Set worried.

"I can't work in a mine." said Upper Crust.

"You and are the only remaining defense in Equestria." said Celestia.

The princess looked over the crowd.

"As I look over you, I see a great throng of noble ponies willing to defend their homes." said Celestia.

The ponies talked among themselves.

"I will not let anything happen to the store." promised Coriander Cumin.

"So will I." agreed Saffron Masala.

"I will not let anything happen to my daughter either." thought Coriander.

"This will not be innocent and I cannot promise you victory." admitted Celestia.

Celestia took a moment.

"However, we have other choice!" declared Celestia.

"We'll never surrender!" Lemon Heart.

"We'll fight to the end!" declared Twinkleshine.

"When the fight comes, you will follow Princess Luna." stated Celestia.

"Hail Celestia and Luna!" cried Donut Joe.

"Today we make our final stand!" declared Celestia.

"Long Live Equestria!" cried Fancy Pants.

The others joined while Moon Dancer watched from a corner.

"Twilight Sparkle." said Moon Dancer softly.

The crowd dispersed and got ready. The the rest of the Mane 6, Trixie, Discord, Sunset, Flash and Celestia withdrew back to the throne home to wait for Twilight. Cadence and Luna stayed on the balcony being able to launch off thanks to their wings. Shinning used his magic to teleport himself and Spike to the front of the palace. The other ponies returned to their position. it only took ten minutes.

"Here they come!" exclaimed Donut Joe.

The ponies quickly scrambled into position.

"Hopefully the shield will hold." mused Saffron Masala.

"If it doesn't, then stay close to me." said Coriander Cumin.

"Right father." agreed Saffron.

The Sombra forces and Changelings marched in rows toward Canterlot.

"There are more of them then I thought." mused Fancy Pants.

"Scared?" asked Donut Joe.

"I will fight to the end to defend Canterlot." answered Fancy Pants.

The forces stopped a few feet from the shield.

"Why did they stop?" asked Twinkleshine.

"They can't penetrate the shield." answered Lemon Heart.

A powerful blast of magic suddenly shot toward the shield.

"Look out!" exclaimed Joe.

The blast of magic smashed a hole in the shield which then crumbled.

"What was that?!" asked Twinkleshine bewildered.

"Charge!" cried a familiar voice.

The Sombra forces and Changelings invaded following a lavender unicorn.

"Twilight." answered Lemon Heart horrified.

Author's Note

A/N: That is where we'll end this chapter. Next time, it's the Battle for Canterlot. Please review.

Chapter 39

Disclaimer: I don't own My Little Pony

Twilight destroyed the shield protecting Canterlot. The ponies defending Canterlot where left horrified by the sheer ease of it. They faced down the cold forces of Sombra and contrasting sinister expression Twilight had on her her fact. Twilight pointed a hoof at Canterlot.

"Attack!" ordered Twilight.

Sobra's Army charged into Canterlot.

"For Equestria!" exclaimed Fancy Pants.

The defenders of Canterlot and Sombra's forces began their clash.

"Ready?" asked Sunshine Smiles.

"Yes." answered Moonlight Raven.

The two unicorns captured several Sombra soldiers in a net of their magic.

"Nicely done!" cried Sunshine Smiles.

"You too." replied Moonlight raven

The two unicorns where suddenly knocked unconscious by unicorn magic.

"Pathetic." spat Twilight.

Twilight looked over two and considered whether to kill them right there.

"No you don't!" cried Donut Joe.

Joe bum rushed Twilight catching her by surprise. Twilight crashed into a stand and found herself trapped in magic.

"Please do not resist." requested Fancy Pants.

Twilight blasted a pulse of magic knocking both Joe and Fancy Pants out.

"I'll resist all I damn want." snorted Twilight.

Nearby, Coriander Cumin and Saffron Masala where doing their best to fight off Sombra's forces when Twilight arrived.

"Stay behind me." said Coriander, getting in front of his daughter.

Twilight blasted Coriander with her magic knocking him into a wall.

"Father!" cried Saffron horrified.

Twilight blasted Saffron with magic crashing her into the same wall. Saffron fell onto her father.

"Awe, talk about family bonding." chuckled Twilight.

As Twilight laughed, Twinkleshine looked around.

"Where's Moon Dancer?" asked Twinkleshine.

Lemon Heart looked around.

"I can't find her." answered Lemon Hearts.

All of the ponies of Canterlot where being gathered in the city.

"I can't believe this is happening." said Lemon Hearts.

"I can't believe Twilight is allied with Sombra." said Twinkleshine.

Suddenly, the two noticed a familiar face.

"Moon Dancer!" called Twinkleshine.

Moon Dancer rolled her eyes and the other two joined her.

"I'm surprised to see you here." said Lemon Hearts.

"It's mandatory. I didn't have a choice." stated Moon Dancer, "I'm on here for friends. Leave me be."

"Well, well, well. My old friends." chuckled Twilight.

The two mares saw Twilight facing them.

"Twilight, we're your friends." stated Lemon Hearts.

"Please don't fight us." added Twinkleshine.

Twilight pretended to think this over.

"Please." begged Twinkleshine.

Twilight shot a blast of magic toward them.

"Look out!" cried Lemon Hearts.

The two unicorns used their magic to teleport and avoid Twilight's attack.

"Nope." stated Twilight.

Twilight fired a beam of magic forcing the two to teleport away.

"We don't want to fight you!" cried Twinkleshine.

"Well I do!" exclaimed Twilight.

Twilight fired another powerful blast of magic forcing the mares to teleport and avoid it.

"Please stop!" begged Lemon Hearts.

Twilight blasted another beam of magic which the two mares avoided via teleportation.

"I can fix this." mused Twilight.

Twilight fired a rapid fire volley of magic blasts. As she predicted, the two couldn't avoid all of this both where hit.

"Goodbye friends." smirked Twilight.

The Equestrian soldiers attempting to defend Canterlot found this task to be daunting. Aside from clashing with Sombra's forces, they quickly found themselves clashing with Changelings as the love sucking creatures infiltrated their ranks quickly. Prince Shinning Armor fought his best to prevent any Changeling from disguising themselves as soldiers or ponies. However, a familiar laugh brought a disgusted scowl to his face.

"Well, well, well. If it isn't my former fiancee." chuckled Chrysalis.

The Changeling Queen landed a few feet in front of Shinning Armor.

"You know I never loved you." spat Shinning.

"Celestia almost married us." mused Chrysalis.

"I was under your spell." noted Shinning angrily.

Chrysalis' horn began to glow.

"This is your one chance to surrender." said Shinning firmly.

Chrysalis laughed then transformed into Cadence.

"You wouldn't hurt your loving wife, right?" asked Chrysalis.

Shinning became enraged, but a blast of magic knocked Chrysalis down.

"You're not his wife." answered Cadence.

Chrysalis transformed back to her actual form.

"You." spat Chrysalis bitterly.

Cadence landed net to Shinning as Chrysalis got back up.

"Side behind me." whispered Shinning.

"I've wanted to do this since you foiled by last plan." stated Chrysalis.

Chrysalis fired a blast of magic toward the two who used to magic to teleport and avoid it.

"It's not going to be that easy." said Chrysalis.

Chrysalis took off and fired magic down toward the two.

"Look out!" exclaimed Cadence.

Cadence used her magic to shield the both.

"Are you okay?" asked Cadence.

"Yeah." answered Shinning.

Chrysalis licked her lips.

"You're love is so delicious." cooed Chrysalis.

"You're sick." spat Shinning.

Chrysalis thought for a moment to plan her next course of action.

"Right." said Chrysalis.

"To me, my children!" called Chrysalis.

On cue, a number of Changelings swarmed around Chrysalis.

"The stallion is mine." said Chrysalis.

Understanding, the Changelings launched an assault on Cadence.

"Cadence!" cried Shinning.

As the Changelings began to surround Cadence, a blast of magic kept Shinning from moving.

"You are mine." said Chrysalis.

Chrysalis began firing magic blasts at Shinning who countered with magic blasts of his own.

"Ahh!" cried Cadence.

Shinning turned to see his wife begin overpowered.

"Cadence!" cried Shinning.

Shinning turned hoping to aid his wife.

"You aren't going anywhere." stated Chrysalis.

Cadence managed to use a shield to blast the Changelings off like the wedding.

"Cadence!" cried Shinning happily.

"Hahahahaha!" laughed Chrysalis.

Before they knew what hit them, Shinning and Cadence where swamped by Changelings.

"Feed on their love my children." said Chrysalis.

A sudden pulse of magic sent the Changelings flying.

"You'll have to do better than that." said Cadence.

Meanwhile, Sombra stepped into the fray and used his minions to shield him. He was cautious after all. However, he was still a leader and he was going to command his forces. At least when it was in such an important battle. The Equestrian Army attacked him, but he found dispatching them to be easy. He was almost getting bored when an old face arrived.

"Ah Princess Luna, it has been far too long." said Sombra.

"Save your sweet talk." spat Luna.

"It's been far to long not to catch up." said Sombra.

Luna fired a blast of magic, but Sombra easily blocked it with a shield.

"How crude." said Sombra.

"You corrupted Twilight Sparkle!" cried Luna.

Luna fired another blast of magic.

"Oh please." muttered Sombra.

Sombra fired a blast of magic and the two collided cancelling each other out.

"I woke her up." said Sombra.

Luna took off flying above Sombra.

"Spare me your lies!" exclaimed Luna.

Luna fired a barrage of magic blasts toward Sombra which kicked up a cloud of dust.

"Did I get him?" asked Luna.

A blast of dark magic cut through the dust and knocked Luna out of the sky.

"There's my answer." groaned Luna.

The dust settled revealing Sombra unscratched.

"You're sloppy." stated Sombra.

Luna got back up.

"I am sick of your voice." stated Luna.

Sombra laughed at this.

"How rude." scoffed Smobra.

Luna snarled angrily.

"Enough!" declared Luna, in her Royal Canterlot Voice.

This caught the attention of ponies around them.

"Perfect." grinned Sombra.

Luna built up a large amount of magic into a sphere.

"Have at thee!" cried Luna.

Luna fired a blast of magic at Sombra, but he cut it in half with a beam of dark magic.

"Damn!" cried Luna.

Luna flew off and managed to avoided being hit.

"Can't we talk?" asked Sombra, in jest.

"We have nothing to talk about." answered Luna.

"It's been a thousand years." shrugged Sombra.

Luna sneered at him.

"Do you recall our last conversation?" asked Sombra.

Unfortunately so." answered Luna.

Unwilling to give Sombra a chance to speak, Luna fire several volleys of magic toward Sombra.

"This is almost too easy." said Sombra.

Sombra threw up a shield and blocked all the shots.

"This is tiresome." said Sombra.

Sombra fired a volley of magic toward Luna.

"Two can play that game!" declared Luna.

Luna fired a volley of magic and most cancelled each other out. However, a few of Sombra's dark magic got by and knocked Luna out of the sky.

"Now you will listen." stated Sombra.

Luna started getting up.

"I remember our last conversation." stated Sombra.

"Stop." demanded Luna.

"I warned you about Celestia overshadowing you." continued Sombra.

"Stop." demanded Luna, more forceful.

"And it appears you listened." said Sombra.

"Stop!" cried Luna.

"Nightmare Moon." whispered Sombra, venomously.

Inside the palace, Princess Celestia was staying abreast of the situation. Guards gave her constant updates so always knew what was happening. Her lack of presence was a bit of a morale blow, but she hoped the ponies knew there was a good reason. They just needed to hold out until Twilight arrived. Celesta noticed the others with her where worried.

"Are you nervous?" asked Celestia, hoping to lighten the mood.

"I take it there's no back door out." answered Trixie.

"Nope." stated Pinkie frankly.

"I'm really nervous." confess Fluttershy.

"It'll be okay darling." said Rarity.

"Are you sure this is going to work?" asked Discord.

"It has to." answered Celestia.

Author's Note

A/N: That is where we'll end this chapter. I hope you liked the battling here and don't worry we are not finished fighting yet. The idea of Sombra influencing Luna came from "Fall of the Crystal Empire" and I like that headcanon. Next time, we focus on Twilight. Please review.

Chapter 40

Spike the baby dragon was never more terrified than at this moment. He laid low and watched the fighting occurring before him. However, this was not what terrified him. What terrified him was what would happen when he met his "big sister" once more. Spike hear a sinister version of a familiar laugh and found Twilight making easy work out the Canterlot defenders.

"Damn. I never figured Celestia had such pathetic defenses." chuckled Twilight.

Twilight stopped and laughed.

"It has been too long...My Faithful Assistant." mused Twilight.

The unicorn turned around facing the baby dragon.

"Twilight, this isn't who you are." stated Spike.

Twilight rolled her eyes.

"This is my true self!" declared Twilight.

Spike sadly shook his head hearing this.

"No it isn't." stated Spike.

"Oh, like you know me." scoffed Twilight.

"You hatched me." noted Spike.

"I should left you to die." spat Twilight coldly.

Spike winced as he felt a knife going through his heart.

"No. This isn't Twilight." thought Spike.

"Oh, did I hurt your feelings?" asked Twilight mockingly.

"I know your mind has been warped by Sombra." answered pike.

Twilight once again rolled her eyes.

"Oh Spike, I guess I have to show you." said Twilight.

Twilight summoned a ball of magic with her horn.

"Goodbye." said Twilight.

Twilight fired her magic which caused a blast that sent Spike tumbling.

"Oh Twilight." said Spike mournfully.

"It's time for me end your miserable life." spat Twilight.

Twilight began shooting rapid fire blasts of magic at Spike.

"Ahh!" exclaimed Spike.

"You're cries are pathetic!" declared Twilight.

What the lavendar unicorn didn't know, is this was planned.

"Sounds like Spike's found Twilight." said Rainbow.

"Eeyup." confirmed Applejack.

Rainbow Dash quickly spotted the duo and waved to the baby dragon.

"That's the cue." muttered Spike.

Spike turned and ran off with Twilight behind him.

"Let's go!" called Applejack.

Spike ran as fast as his baby dragon legs would carry him.

"Oh Spike!" called Twilight menacingly.

Twilight fired several more blasts of magic at Spike.

"Oh Celestia!" cried Spike.

Spike ran in a zig-zag pattern and managed to avoid getting hit.

"On no." said Spike worried.

"You can't escape!" declared Twilight.

"Okay. Screw this." thought Twilight bitterly.

Twilight used her Blood Manipulation Spell on Spike.

"No. No. No." panted Spike worried.

Rainbow and Applejack picked up their speed.

"We gotta save Spike!" declared Rainbow.

Before either of them could intervene, a blast of magic hit Twilight.

"Gotta run." said Spike.

Spike ran as Twilight looked around.

"How the fuck was that?!" asked Twilight angrily.

Twilight looked around.

"Celestia, I'm coming!" called Spike.

"Damn. I'll have to take care of this later." said Twilight angrily.

As Twilight ran off, Moon Dancer watched from the shadows.

Twilight chased Spike to the palace. Thanks to the intervention from Moon Dancer, Spike arrived safely and headed to he throne room. As he ran, the baby dragon was relieved he was still alive. Hoity Toity, Upper Crust, Jet Set, Photo Finish and Fleur Dis Lee prepared themselves. Prince Bloodblue was shaking as Twilight arrived. Looking at the ponies before her, Twilight could only scoff and laugh.

"Twilight Sparkle...just...surrender..." stammered Blueblood weakly.

Twilight rolled her eyes.

"I rather not." replied Twilight.

Twilight smirked like a shark smelling blood.

"You're not going to stop me." vowed Twilight.

Twilight's horn began to glow.

"I surrender! Please don't hurt me!" exclaimed Blueblood.

"How pathetic." spat Twilight.

Twilight fired a blast of magic sending the other defenders scattering.

"Twilight, we surrender." said Jet Set.

"We won't fight." added Upper Crust.

"Protecting your own flanks. How pathetic." said Twilight.

"Ahh! I can't do this!" cried Hoity Toity.

"Focus!" snapped Photo Finish.

Twilight suddenly blasted both of the ponies with her magic.

"Like shooting fish in a barrel." said Twilight.

Fleur Dis Lee got up.

"I won't surrender." said Fleur.

Twilight blasted Fleur with her magic sending Fleur Dis Lee into the side of the palace.

"Fancy." groaned Fleur weakly.

Fleur Dis Lee crumbled to the ground.

"Now then." said Twilight.

Twilight raced inside quickly disposing of the guards.

"Twilight!" cried a masculine voice.

Flash Sentry landed in front of Twilight.

"I remember you. The pegasus who saved my brother and sister-in-law from the punishment in the Crystal Empire." said Twilight.

Twilight blasted Flash with her magic.

"Now, to make you pay." said Twilight darkly.

Flash got up, but found himself unable to move.

"Blood Manipulation Spell." realized Flash horrified.

"Yup." confirmed Twilight.

Twilight began to torture lash, but a cyan streak suddenly knocked Twilight away.

"You!" cried Twilight angrily.

Rainbow fluttered in the air while Applejack checked on Flash.

"You okay?" asked the farm pony.

"I've got broken ribs." answered Flash.

Applejack threw Flash on her back.

"Let's go!" cried Applejack.

Applejack and Rainbow raced to the throne room with Twilight right behind them. They arrived and Twilight burst in seconds later.

"Well. Everypony is here." mused Twilight.

The group began to surround Twilight.

"Twilight Sparkle." said Celestia.

"I need to thank you for bringing all my targets together." said Twilight.

"I am sorry for not being there to help you. I should have seen this and intervened, but I failed you." said Celestia sadly.

Twilight let out a maniacal laugh.

"Thank you for helping me to realize Master was the only one who wanted to help me." replied Twilight.

"He's using you!" declared Sunset.

"Silence traitor!" snapped Twilight.

"Twilight, we're going to save you." vowed Spike.

"Try it." spat Twilight.

Rainbow charged in to tackle Twilight.

"Oh brother." sighed Twilight.

Twilight shot up a shield which Rainbow crashed into.

"Next." said Twilght.

Sunset fired a blast of magic which shattered Twilight's shield.

"Trixie!" cried Sunset.

Trixie used her magic to trap Twilight.

"Oh come on!" laughed Twilight.

Twilight fired a blast of magic which easily freed herself.

"Now then." said Twilight menacingly.

Twilight horn began to glow.

"Blood Manipulation Magic." said Discord horrified.

"Not if I can help it!" declared Sunset.

Sunset cast a spell cancelling Twilight's magic.

"What did you do?!" asked Twilight angrily.

"I blocked your Blood Manipulation Spell." answered Sunset.

"How?" asked Twilight, angry and horrified.

"I was Celestia's pupil as well." answered Sunset.

Twilight screamed and fired a barrage of magic blasts.

"Stay back!" cried Sunset.

Sunset and Trixie cast shields to protect the others.

"Twilight, you aren't going any further. We're going to save you." said Sunset.

"Kiss my flank!" declared Twilight.

Twilight's horn began to glow, but she was suddenly caught by Trixie's magic.

"This again." scoffed Twilight.

Twilight began to blast herself free again, but was caught by Sunset's magic.

"You're so angry you blinded yourself to the situation. Not to mention your ego has inflated to the size of a Canterlot." mused Sunset.

Twilight screamed her lungs out angered that she had been fooled.

"Sunset, I can't keep it stable!" cried Trixie.

"Discord, we need your help!" called Sunset.

Discord looked on nervously.

"Right." said Discord nervously.

"Oh Discord, you want me to use my Blood Manipulation Spell on you?" asked Twilight menacingly.

"Discord, I believe in you." said Fluttershy.

"You won't intimidate me." answered Discord.

Discord cast his magic on Twilight.

"You can't hold me!" cried Twilight.

Twilight's horn began to glow.

"Hold her still!" cried Sunset.

The trio held her.

"Keep her still." said Celestia.

"You! I'll kill you!" cried Twilight.

Twilight began to rock back and forth violently.

"I can't hold her!" cried Trixie.

"You have to!" cried Discord.

"Don't piss me off!" screamed Trixie.

"I wouldn't have to if you weren't a weakling!" snapped Discord.

"Stop fighting!" cried Sunset.

Celestia began to recite the spell.

"I won't let you hold me down!" cried Twilight.

Twilight began forming a magic shield around herself.

"We have to stop her!" cried Sunset.

Sunset, Trixie and Discord increased their magical output to stop Twilight.

"Twilight, needs us." stated Spike.

Twilight, please come back to us!" cried Pinkie.

Twilight suddenly had a flashback to Pinkie's party when she first arrived in Ponyville.

"Surprise! Hi, I'm Pinkie Pie, and I just threw a party for you!" exclaimed Pinkie jubilant.

"Come on Twi! Break free of this!" cried Rainbow.

Twilight thought back to Rainbow rejecting the "Shadowbolts" to fix the bridge to the six ponies to get to the Elements of Harmony.

"You can do it Sugarcube!" cried Applejack.

Twilight remembered back to the time Applejack agreed to sacrifice the ticket to the Grand Galloping Gala.

"Twilight, sugar, I didn't mean to put so much pressure on you. And if it helps, I don't want the ticket anymore. You can give it to somepony else. I won't be mad. I promise." said Applejack.

"We know this isn't you darling!" cried Rarity.

Twilight remembered back to Rarity's sacrifice for Steven Magnet.

"Oh, Rarity, your beautiful tail!" cried Twilight.

"Oh, it's fine my dear, Short tails are in season. Besides, it'll grow back." replied Rarity.

"Please come back!" cried Fluttershy, teary-eyed.

Twilight thought back to Fluttershy standing up to a dragon after it hurt the others.

"But, you do not, and I repeat, YOU DON'T HURT MY FRIENDS!" exclaimed Fluttershy.

Celestia wanted her old Twilight to return.

"Please come back Twilight!" begged Spike.

Twilight looked into the watery eyes of her Number One Assistant.

"I'm not going to be a pawn anymore!" declared Twilight.

Twilight's eyes began to glow white then a powerful magic surge freed Twilight from the magic holding her.

"No!" exclaimed Sunset.

Twilight got up and looked at Celestia...with tears running down her eyes.

"I'm so sorry!" cried Twilight.

Celestia smiled for the first time in a long time.

"Come here, My Little Pony." said Celestia.

Twilight ran over and embraced her mentor.

"I'm so happy to have you back." said Celestia softly.

"I'm so sorry everypony!" cried Twilight.

The other ponies saw the look of hurt and guilt on Twilight's face and embraced their friend.

"It is okay Twilight." said Celestia.

"I remembered my memories with everypony and the spell he had over me loosened." explained Twilight sobbing.

Suddenly, a large explosion was heard outside.

"The battle is continuing." noted Applejack.

Outside, the fighting continued. The Changelings and Sombra's Army was cutting its way through the city. Shinning Armor and Cadence held their own with Chrysalis. Despite their two on one advantage, the Changeling Queen as giving the two ponies all they could handle. Meanwhile, Luna was doing her best against Sombra. Suddenly, a large blast of magic caught the attention of all.

"Sister!" exclaimed Luna.

Prince Celestia flew over near her sister.

"Help me free Sombra's forces!" cried Celestia.

"But-" began Luna dumbstruck.

Before she could finish, a lavender unicorn used her magic to teleport by her side.

"My Pupil" mused Sombra.

Sombra smirked confidently until he noticed Twilight's eyes.

"It can't be!" exclaimed Sombra.

"That's right. I've been freed from your control!" declared Twilight.

"It appears that I was mistaken. You are weak." spat Sombra.

Luna walked over to Twilight's side

"No!" cried Twilight.

Luna froze in place.

"This fight is mine." said Twilight.

Author's Note

A/N: That is where this chapter will end. I hope the battle with Twilight wasn't too disappointing, but I wanted to show just how blinded Twilight had become. To compensate, I extended this chapter a bit longer. Now, Twilight is freed after thirty chapters under Sombra's rule. Next time, the fight continues and will this change the tide? Please review.

Chapter 41

A look of anger was scorched into the face of King Sombra. The fact his most vital pawn had broken free of his grasp before the mission was complete left a sour taste in the mouth of the dark ruler.

"I must admit I am disappointed." said Sombra.

"I am free of your control." spat Twilight.

Sombra laughed hearing this.

"No you haven't!" declared Sombra.

Sombra aimed his horn at Twilight and it began to glow. However, nothing happened.

"Princess Celestia and my friends helped me to see the light and I broke free. There isn't a speck of dark magic left in my entire body." explained Twilight.

Sombra growled angrily hearing this.

"You won't use me anymore." said Twilight.

Sombra took a moment to calm himself down.

"Oh Twilight, you are too naive." said Sombra.

"He's probably trying to get in my head." thought Twilight.

Twilight took a moment to think.

"What are you getting at?" asked Twilight.

Sombra chuckled a moment.

"I don't need to control you." answered Sombra.

Twilight remained silent allowing Sombra to continue.

"Think about it, I am a Master of magic." stated Sombra.

"He is strong." muttered Twilight.

Sombra smiled, sensing this.

"I have more magic in my horn than you have in your whole body. I don't need to control you because I can easily kill you myself." scoffed Twilight.

"Don't underestimate me." warned Twilight.

"Then prove it." spat Sombra.

Nearby, a trio of royals where engaged in battle. Princess Cadence and Prince Shinning Armor where continuing their dual with Chrysalis, Queen of the Changelings. Chrysalis realized the momentum had turned with the defection of Twilight Sparkle. However, Chrysalis maintained a stern demeanor.

"Give up!" demanded Shining Armor.

"Just because that annoying purple unicorn has returned doesn't mean a thing!" spat Chrysalis.

Shining and Cadence fired blasts of magic, but Chrysalis shielded herself.

"Now that Twily is back, your fate is sealed!" declared Shining.

The Changeling Queen rolled her eyes.

"Spare me." chuckled Chrysalis.

"Enough!" cried Cadence.

Cadence flew into the air.

"This is your last chance." stated Cadence.

The Changeling Queen chuckled at this threat.

"Never." vowed Chrysalis.

Cadence's horn began to glow and she aimed it at Chrysalis.

"This again." yawned Chrysalis.

Chrysalis shielded herself against the onslaught from Cadence.

"Ho boring." sighed Chrysalis.

Chrysalis turned and suddenly noticed a cart slam into her.

"Ahh!" cried Chrysalis.

Chrysalis was throw several feet.

"Dammit. How could I forgot that cuckold unicorn " asked Chrysalis to herself angrily.

"Now!" exclaimed Shinning.

Cadence then immediately fired a barrage of magic bursts at Chrysalis.

"Was that enough?" asked Cadence.

As the smoke cleared, both ponies heard a laugh signaling the answer was no. Chrysalis stood up and laughed maniacally as the two ponies braced themselves.

"Execute Order 66!" declared Chrysalis.

Meanwhile, the rest of the battle continued. The Changelings here attacking ponies and fighting the urge to feed. However, they knew feeding before their Queen would only result in death. Two Changeling brothers where fighting against ponies, though only one of them was doing anything. Pharynx was having the time of his life on the battlefield. However, Thorax was lest than thrilled and trying to hold back. An Earth Pony jumped Thorax only for Pharynx to save him.

"Thanks." said Thorax.

"You would need me if you paid attention!" spat Pharynx.

"You're right. I'm sorry." said Thorax.

Pharynx shook his head.

"Let's go." said Pharynx.

"Right." agreed Thorax.

The two Changelings returned to fighting.

"Thorax!" cried Pharynx.

An Equestrian pegasus tackled Thorax.

"You're not gonna get away with this vermin!" declared the pegasus.

The pegasus raised his hooves to crush Thorax's skull in.

"This is it." thought Thorax.

Thorax braced himself until he felt the weight of the pegasus suddenly vanish.

"What the-?" asked Thorax.

Thorax turned and saw Pharynx saved him again

"You're too soft." said Pharynx annoyed.

"Execute Order 66!" ordered Chrysalis.

Pharynx smiled.

"You heard the Queen." said Pharynx.

Pharynx turned prepared to finish off the Changeling.

"Now or never." thought Thorax.

Thorax built up enough courage ad turned into a brown pegasus.

"I'm sorry." whispered Thorax.

Thorax tackled Pharynx and flew off.

"Who did that?!" asked Thorax angrily.

Pharynx saw a pony nearby.

"There you are." said the Changeling.

Pharynx assaulted the pony knocking him to the ground.

"Hey! It's me!" cried the pony.

"Yeah! The pony that attacked me!" exclaimed Pharynx angrily.

"No!" cried the pony.

The "pony" turned back into a Changeling.

"What did you attack m?!" asked Pharynx angered.

"I didn't. I swear." answered the Changeling.

Pharynx turned and looked around.

"I got attacked by someone!" cried Pharynx.

"I didn't see anything." replied the other Changeling.

Pharynx attacked another nearby pony.

"It was you!" cried Pharynx.

The "pony" turned back into a Changeling.

"It wasn't me!" exclaimed the Changeling.

"Ahh!" cried Pharynx madly.

Pharynx assaulted several other "ponies" who turned to be Changelings.

"Dammit! One of my own couldn't have betrayed me!" cried Pharynx.

He was louder enough for other Changelings to hear him.

"Did he just say another Changeling attack him?" asked one Changeling.

"Yeah." answered another Changeling.

'There couldn't be a traitor." gasped a third Changeling.

"That's what he said." noted a fourth Changeling.

As the whisper campaign quickly spread, Thorax sat nearby disguised as a pony.

"I'm so sorry Pharynx." said Thorax.

The fighting continued elsewhere in Canterlot. Rainbow and Applejack rejoined the fighting while Celestia, Sunset, Trixie, Discord, Rarity and Pinkie had joined the fighting. Fluttershy was nearby for support, but was unable to do any fighting. Luna was aiding them while Twilight fought Sombra. This group fought both Changelings and Sombra's forces. The former was no problem, but the latter proved to be trickier.

"This blows!" declared Rainbow.

Rainbow flew down and tackled one of Sombra's soldiers.

"We can hurt 'em Rainbow!" called ou Applejack.

The farmer jumped on another of Sombra's soldiers and took him down.

"Then how are we supposed to win?" asked Rainbow annoyed.

A Changeling snuck up on Rainbow.

"Look out!" exclaimed Fluttershy.

Rainbow turned to see the Changeling, but it was struck by a blast of yellow magic.

"Sombra's forces are under ind control." answered Sunset.

Another Changeling attacked Rainbow, but she easily dispersed the Changeling with an uppercut.

"Why don't you fight Changelings." proposed Sunset.

"With pleasure." replied Rainbow.

Several Changelings ganged up on Rainbow.

"Come and get me!" cried Rainbow

Rainbow shot into the sky in ten seconds flat with the Changelings trying to give chase.

"Suckers." laughed Rainbow.

Rainbow turned and performed her Buccaneer Blaze knocking the Changelings out cold.

"Oh yeah! I'm Awesome!" declared Rainbow.

"That's Rainbow." laughed Applejack.

A pair of Sombra's forces jumped on Applejack, but here knocked clear by a blast of purple magic.

"I am sick of ponies I care about being hurt." stated Rarity.

"Thanks darlin'." said the grateful farmer.

The two ponies shared a quick peck.

"Think nothing of it dear." replied Rarity.

Large explosions rocked the city of Canterlot. The large blasts torn the city up leaving a path of destruction in their wake. Sombra and his former pawn Twilight Sparkle where dueling it out. They're magical battle easily stole the show as it was. All the others involved in the conflict where trying their best to stay out of their way.

"You are a fool!" declared Sombra.

Sombra fired a blast of magic, but Twilight blocked with her shield.

"I am not a fool anymore! I've broken free from you!" declared Twilight.

Twilight used her magic to fling a fruit stand at Sombra.

"Pathetic." spat Sombra.

Sombra fired a blast of magic reducing the stand to splinters.

"I expected better from you." said Sombra.

Before he could react, a blast of magic hit Sombra.

"How is that?" asked Twilight.

Sombra began laughing.

"That's more like it." answered Sombra.

Twilight furled her brow at this.

"That's the type of tactic my pupil would use." replied Sombra.

"I'm not your pupil!" exclaimed Twilight.

"Think about everything you're losing." stated Sombra.

"I lost everything when I allied with you." said Twilight.

Twilight fired a blast of magic, but Sombra easily nullified with a magic blast of his own.

"Since I must kill you, I can tell you I was using you. You where stupid enough to believe me." bragged Sombra arrogantly.

"I figured." sighed Twilight, feeling foolish.

The lavender unicorn shook her head.

"That doesn't matter anymore!" cried Twilight.

Sombra scoffed at this.

"You are right, since I will kill you." said Sombra.

Twilight thought of her family, friends, the princesses and everypony she had hurt.

"No you won't." said Twilight.

As Twilight and Sombra continued fighting, Chrysalis continued fighting Cadence and Shinning. The two royals where starting to get the best of the Changeling Queen. Chrysalis knew this and realized the tide had turned. She attempted to halt this, but Chrysalis quickly realized this could not be done. This, she made up her mind.

"I'll have to deal with you two pests later." spat Chrysalis.

The Changeling Queen shot into the sky.

"My children! We are returning to the hive immediately! Forget what you are doing and depart!" ordered Chrysalis.

"Dammit!" cried Pharynx.

The Changelings obeyed their Queen and began departing.

"Chrysalis!" exclaimed Sombra angrily.

Chrysalis turned to the dark king and laughed.

"What is it?" asked Chrysalis, feigning innocence.

"You are a coward!" declared Sombra.

Chrysalis laughed hearing this.

"I was using you like you used Twilight Sparkle revealed Chrysalis.

The Changeling Queen snickered.

"You should enjoy the irony." stated Chrysalis.

Chrysalis left with her children as Thorax watched.

"Now's my chance." said Thorax.

Thorax turned back into his natural Changeling form and slipped away with the others - his treason remaining a secret.

Author's Note

A/N: That is where this chapter will end. Chrysalis has double crossed Sombra who's now on his own. Order 66 was an obvious reference to the Star Wars franchise. Next time, Sombra will battle Twilight. Please review.

Chapter 42

Disclaimer: I don't own My Little Pony

The departure of the Changelings was a huge development. For the Equestrian side, this was a big break as half of their enemies where gone. The ponies who had defended the city where freed from capture and rejoined the fighting. For Sombra, this had become a worst case scenario.

"Surrender Sombra." demanded Twilight.

Sombra rolled his eyes and this demand.

"You're all alone." noted Twilight.

"I don't need anyone." replied Sombra defensive.

"Says the king who was defeated...twice." countered Twilight.

Sombra snarled angrily at this.

"First, the princesses defeated you a thousand years ago..." began Twilight.

"Yet I took the empire with me." noted Sombra.

"Unfortunately so." conceded Twilight.

Sombra smirked at this.

"However, you where defeated by me and my friends." said Twilight.

Sombra was clearly offended by this.

"It seems I struck a nerve." mused Twilight.

Sombra took a moment.

"That is something I expect from my pupil." said Sombra.

Twilight was ready to retort, but stopped herself.

"You won't me play mind games with me!" declared Twilight.

Sombra frowned a bit.

"It seems there I did underestimate you." confessed Sombra.

The dark king chuckled a bit.

"Why don't we cut the chatter and resume fighting." proposed Sombra.

Twilight braced herself.

"Fine by me." replied Twilight.

Meanwhile, the battle had decisively turned against Sombra. His forces where being rounded up and neutralized so they could be taken out of the fight without hurting them. The four royal ponies, remainder of the Mane 6, Sunset, Trixie and Discord where among those stopping Sombra's forces. However, with the possibility of victory seeming inevitable, the aftermath of the battle loomed overhead. They gathered to oversee the capture of Sombra's forces.

"Not to seem presumptuous, but what will happen if we are victorious?" asked Rarity.

"Sombra will get his butt kicked." answered Rainbow.

"I was wondering about those...taken prisoner." clarified the fashionista.

Applejack winced at this.

"Any prisoners will be returned."said Celestia.

"But what if..." began Applejack

The orange farmer found herself unable to finish.

"If they are...deceased." said Luna.

Applejack nodded her head in confirmation.

"We shall cross that bridge when we get there." answered Celestia.

"Princess, I am ready to face any punishment." said Sunset.

"Sunset, you have been forgiven." said Celestia.

"I am sure Twilight will be punished." noted Trixie.

The illusionist was surprisingly more blunt than arrogant.

"I am afraid so." confirmed Celestia.

"Twilight did a lot of things she needs to be punished for." added Luna.

"Auntie, will she be...executed?" asked Cadence worried.

The others gasped at this.

"No way!" exclaimed Rainbow.

"Twilight can't be executed!" declared Pinkie.

"I cannot allow Twilight to have her life ended!" declared Rarity.

"I also do not want that." added Fluttershy.

"Neither do I." stated Sunset.

Shining Armor suddenly stepped forward.

"Princess, I cannot allow Twilight to be executed." said Shining.

"I have no intent on executing Twilight." stated Celestia.

The others sighed in relief.

"What exactly will happen to her?" asked Sunset.

"I am unsure." answered Celestia.

"She's gotta be punished." stated Applejack.

"Indeed. She's done many terrible things." added Rarity.

"But, she was controlled by Sombra." noted Fluttershy.

"That cannot excuse what she did." said Rarity.

Rarity winced recalling her torture.

"I agree. There has to be something done." said Discord.

Discord gave Rarity a sympathetic glance.

"Oh there will be. I assure you." said Celestia.

The princess noticed both Shinning and Cadence where uneasy.

"However, it will not be excessive." reassured Celestia.

"Thank you auntie." replied Cadence.

A loud explosion caught their attention.

"What was that?!" asked Trixie, freaked out.

"Twilight." answered Luna.

"We need to help her!" declared Applejack.

"No." said Celestia firmly.

"Oh come on!" exclaimed Rainbow.

"This is Twilight's fight." said Celestia.

"No offense, but Twilight is still our friend." said Pinkie.

"Twilight is the reason Sombra recaptured the Crystal Empire and she's been a major asset in his conquering Equestria. All because he managed to brainwash Twilight and turn her into his pawn. Think of this as her penance." explained Sunset.

The other seemed to accept this.

"Please. Be safe Twilight." whispered Sunset worried.

The fight continued between Twilight and Sombra. The duo continued projecting magic attacks at each other, but they proved to be too evenly matched. Sombra began worrying as he realized victory was gone. Now his priority was escaping and trying to get away.

"Sombra, I won't let you beat me!" declared Twilight.

The dark king furled his brow at this.

"I have to find a distraction." thought Sombra.

Sombra thought for a moment.

"I need to find a pony." thought Sombra.

Sombra looked over and saw a blue unicorn.

"Perfect." muttered Sombra.

Sombra grabbed the female unicorn with his magic.

"Help me!" cried Sassy Saddles.

"I'll put you down in a second." saidSombra.

Sombra tossed Sassy Saddles into Twilight.

"Goodbye my slave." said Sombra.

Sombra used his magic to teleport.

"Cadence! Cast a shield!" cried Twilight worried.

Cadence heard this and cast a shield around the city.

"Dammit!" exclaimed Sombra.

The shield blocked Sombra who was forced to teleport back to where he had been.

"Going somewhere?" asked Twilight.

Sombra let out an angry scream.

"Ow, my head." said Sassy Saddles.

The unicorn got up and realized the situation she as in.

"Oh dear." gasped Sassy.

"Are you okay?" asked Twilight.

"Yes." answered Sassy.

"Run away now." demanded Twilight.

Sassy Saddles didn't hesitate to run away as fast as she could.

"Nice try." said Twilight.

"I will kill you." said Sombra.

Sombra fired several blasts which Twilight avoided.

"That was too easy." noted Twilight.

Twilight turned to see Sombra running away.

"Of course." said Twilight.

The lavender unicorn raced after Sombra.

"There's nowhere to escape!" cried Twilight.

Sombra turned his head and fired several volleys of magic which Twilight avoided.

"Who said I trying to escape." thought Sombra.

Sombra ran and made sure Twilight was just far enough behind him.

"Here we go." whispered Sombra.

Sombra turned down an alleyway.

"That is odd." noted Twilight.

Regardless, Twilight followed him.

"Stop!" demanded Twilight.

Sombra stood in the alley with his back toward a chain-link fence.

"There's nowhere left to run." said Twilight.

Sombra let out a chuckle.

"Oh, you disappoints me." said Sombra.

Twilight thought for a moment.

"What do you mean?" asked Twilight uncertain.

Sombra laughed loudly.

"You are too foolish to see you fell into my trap." revealed Sombra.

Sombra's horn began to glow and he cast a spell.

"Crap!" cried Twilight.

Sombra fired a blast of magic sending Twilight into a store front.

"Oh my head." groaned Twilight.

The unicorn got up, but found herself unable to move.

"Blood Manipulation Spell!" exclaimed Twilight worried.

Sombra chuckled.

"Correct." confirmed Sombra.

Sombra began to slowly torture Twilight by bending her limbs.

"You used this spell multiple times. Now you're getting a taste of your own medicine." laughed Sombra.

Sombra continued to torture Twilight.

"Ahh!" cried Twilight in pain.

"I love hearing your scream." said Sombra soothing.

"I...have...to...escape." mutter Twilight.

Twilight began her fight against the dark magic.

"You aren't getting away." said Sombra.

Twilight began feeling lightheaded.

"He's cutting the blood supply to my brain." said Twilight horrified.

"Correct. I'd love to torture you more, but I must take my leave soon." said Sombra.

Twilight started to feel weaker and weaker until she finally blacked out.

As she blacked out; Twilight saw imaged of the Princesses, her family her friends and finally Spike.

"I can't lose." thought Twilight.

Twilight slowly began to rise to her feet.

"I killed you!" exclaimed Sombra.

"I've got ponies and a baby dragon waiting for me." replied Twilight.

Sombra and Twilight both fired beams of magic that clashed.

"We're too evenly match." said Twilight worried.

Sombra let out a laugh.

"You cannot beat me!" declared Sombra.

Sombra's magic began to overpower Twilight's.

"I CANNOT LOSE!" screamed Twilight.

Twilight used all of the magic she had and as able to overpower Sombra's magic.

"Noooooo!" cried Sombra.

Twilight's magic completely overpowered Sombra's and destroyed the dark king.

"I did it." said Twilight weakly.

As Twilight collapsed and passed out, the explosion rocked the city. Moments later, Sombra's forces overtook their helmets and looked around. They where confused and talked among themselves asking what was going on. The ponies looked on in confusion.

"What happened?" asked Rainbow.

"She did it." answered Sunset relieved.

The ponies clearly didn't understand what Sunset meant.

"I believe Sunset Shimmer is saying Twilight was victorious." explained Luna.

Sunset nodded her head in confirmation.

"Does that mean..." began Pinkie.

"Sombra is no more." confirmed Luna.

"It's finally over." sighed Celestia relieved.

Author's Note

A/N: That is where we'll end this chapter and I hope you liked it. I hope the battle was good and satisfactory. Next time, the we wrap things up. Please review.

Chapter 43

It had been a full day since the victory over Sombra. Word spread quickly and the cities he captured where liberated. The ponies hiding in the Everfree Forest finally returned to Ponyille. His forces where not punished s they had been under the control of Sombra. Shinning Armor and Cadence reluctantly lead them home (long with Flash Sentry) to reclaim their throne. Those held prisoner by Sombra where freed and allowed to return home. The remainder of the Mane 6, Trixie, Sunset and Spike where waiting for those captured to return at the train station when a passenger train arrived.

"Here we go." said Sunset.

The passenger doors opened and ponies stormed out.

"AJ!" cried a male voice.

A red stallion ran over and embraced his sister.

"I'm so happy to see you again Big Mac." said Applejack, holding back tears.

"Ah'm glad to see you're okay." said Granny Smith, walking over.

Applejack pulled her grandmother into the embrace.

"I'm so glad to see you're okay." said Applejack.

Applejack finally cracked and began crying.

"It's okay darlin'. Let it out." said Granny Smith.

The three Apples kept their embrace for another minute.

"What happened to ya?" asked Applejack worried.

"I was used for slave labor to mine crystals." answered Big Mac.

"I'm just glad you weren't forced to fight." sighed Applejack.

"I was held in a dungeon. I think they where gonna feed me to them Changelings." explained Granny Smith.

"Luckily, the Changelings turned tail and ran once the battle turned against them." revealed Applejack.

"Where's Apple Bloom?" asked Big Mac worried.

"She escaped and hid in the Everfree with some other ponies who escaped." answered Applejack.

"I can't to see here." said Granny Smith.

"Eeyup." agreed Big Mac.

"I know she'll love to see you too." replied Applejack.

Meanwhile, Rarity had been reunited with her parents.

"I'm so happy to see you again." sobbed Rarity.

"So are we darling." said Hondo Flankes.

"Where is Sweetie Bell?" asked Cookie Crumbles worried.

"She escaped and is fine." answered Rarity.

"Well, we're glad you're okay." said Cookie Crumbles.

"Yeah. Especially with what that Twilight Sparkle did." agreed Hondo Flankes.

"I can never tell them or Sweetie about what Twilight did to me in Manehattan." thought Rarity.

Nearby, Pinkie had reunited with her family.

"I'm so glad you're okay!" exclaimed Pinkie.

"So are we." replied Cloudy Quartz.

"We were forced to mine crystals." added Igneous Rock.

"That must have been so terrible!" exclaimed Pinkie.

"It was fascinating." replied Maud.

"If you didn't mind he torture!" snapped Limestone.

"Please, try and stay calm." requested Marble.

"Maud, I have a gift." said Pinkie.

Pinkie pulled a familiar rock out of her mane.

"It is good to see you again Boulder." said Maud.

Maud took he rock and listened to it.

"Boulder thanks you for protecting him." said Maud.

Finally, Fluttershy had been reunited her with family.

"We were so scared." said Mr. Shy.

"They here going to feed us to the Changelings." added Mrs. Shy.

"That would have been terrible!" gasped Fluttershy.

"Yeah. It would have totally messed up my vibe." said Zephyr.

"Oh brother." sighed Rainbow.

"I know you never would have been devastated by my lose." said Zephyr.

Rainbow's jaw dropped.

"I'm just glad you're okay." said Fluttershy.

"Yes. Yes. Trixie's heart is so warmed by this." said the illusionist sarcastically.

"You're that no good trickster that came to Ponyville." noted Granny Smith.

"Yes, but Trixie actually helped us." said Sunset Shimmer.

"Who are you?" asked Big Mac.

"I'm Sunset Shimmer." answered the unicorn.

"She was Celestia's student before Twilight." added Pinkie.

"Glad to met you." said Granny Smith.

"Eeyup." agreed Big Mac.

Hopefully, now that is war is over Twilight can be punished." said Hondo Flankes.

"Indeed. After all the horrible things she did." added Cookie Crumbles.

"But, Twilight defected and helped us." said Fluttershy.

Zephyr Breeze had a worried look on his face.

"It's true. She broke free of Sombra and defeated him." confirmed Rainbow.

"How can e be sure we can trust her?" asked Marble.

"She's totally back." answered Pinkie.

"She tried to kill us!" cried Limestone.

"I know but..." began Pinkie.

"Pinkie, we have reservations after what happened. She attacked the farm, hurt us, tried to kill us and enslaved us. It's not going to be easy for us to welcome her back after what she did." explained Maud.

"I know." sighed Pinkie.

"Where...is she now?" asked Zephyr worried.

"She's in the hospital." answered Rarity.

"Twilight passed out after defeating Sombra." added Rainbow.

"Do you think she'll be okay?" asked Fluttershy.

"I don't know." answered Twilight.

Meanwhile, Twilight was laying in a bed. The lavender unicorn had been found by her mentor collapsed on the street after the victory. Twilight slowly stirred and awoke. Looking around, Twilight realized she was in her former residence where she had lived prior to moving to Ponyville. Looking around, she saw the princesses come over. Twilight tried to sit up, but her body collapsed as soon as she did.

"Take it easy Twilight." said Celestia.

"What...happened?" asked Twilight weakly.

"The battle is over." answered Luna.

Twilight searched her memory.

"I broke free from Sombra's rule and defeated him." realized Twilight.

"That is correct." confirmed Celestia.

"How long have I been out?" asked Twilight.

"A day." answered Luna.

"At least it wasn't long." replied Twilight.

"Sombra's forces, Equestria and all prisoners have been freed." noted Celestia.

"That's good." said Twilight.

The unicorn took a deep breath.

"What...will happen to me?" asked Twilight anxiously.

"You will not be executed." answered Celestia.

"I deserve to be." said Twilight sadly.

"No you do not!" exclaimed Celestia.

Both Twilight and Luna where taken aback by this.

"I am sorry for my outburst." said Celestia.

"That is...quite alright sister." replied Luna.

"Twilight, you fell under Sombra's control and he ruled you. However, you still took part in serving him and did a lot of bad things. I must punish you, but I will not let you be executed." explained Celestia.

Twilight remained silent.

"You have guests waiting for you." noted Celestia.

Twilight didn't know how to reply.

"Come in!" called Celestia.

Twilight's parents and Spike came in.

"Twilight!" cried Spike.

Spike raced over and tried to embrace Twilight. However, Celestia stopped him with her magic.

"She's sore Spike. Be careful." said the princess.

Celestia then freed Spike.

"Okay." agree Spike.

Spike climbed into the bed.

"How are you doing?" asked Spike.

"Weak, but otherwise I'm fine." answered Twilight.

"I'm just so glad to have you back." said Spike relieved.

"I am so sorry for everything I put you through." said Twilight.

"I don't care. I'm glad you're back." replied Spike.

They embraced for a moment, then broke as Twilight turned to her parents.

"I am so sorry. I've been a total disgrace." said Twilight sadly.

"Oh dear, we don't care about that."said Twilight Velvet.

"We're not happy with what happened, but we understand and we're glad to have you back." agreed Night Light.

"Thank you." replied Twilight softly.

"Hey Twi, you missed the latest Daring Do book." noted Spike.

Twilight let out a weak chuckle.

"I guess that wasn't on my mind." confessed Twilight.

"I bought it for you before..." began Spike.

The baby dragon trailed off.

"Where is it?" asked Twilght, hoping to break the tension.

"Back in Ponyville." answered Spike.

"Sounds good." replied Twilight.

"I can get it and read it to you." offered Spike.

"Thanks, but I don't think I'll be able to read it." said Twilight.

Silence followed until a yellow and red unicorn knocked.

"Can I come in?" asked the unicorn.

"Please do." answered Twilight happily.

The yellow and red unicorn trotted over joining the others.

"This is Sunset Shimmer. She was Celestia's former pupil." introduced Twilight.

Sunset briefly exchanged pleasantries.

"So Twilight, how are you doing?" asked Sunset unsure.

"Much better now." answered Twilight.

Twilight quickly blushed realizing what she said.

"I'm glad we got to know each other." said Sunset.

"So am I." replied Twilight.

"You're so smart and I really loved spending time with you." continued Sunset.

"If I didn't know any better, I'd say you had romantic feelings for Twilight Sparkle." mused Luna.

Sunset blushed with her face red as a tomato.

"I...um..." stammered Sunset embarrassed.

Twilight gulped deciding to speak.

"I actually do have romantic feelings for you." confessed Twilight

"Well, I do too." replied Sunset.

The two unicorns chuckled nervously.

"So, I guess we're dating now." said Twilight.

"Yeah...I guess so." said Sunset.

"It's too bad I need to face the music for my actions." said Twilight sadly.

Sunset wined hearing this.

"Princess, I am ready for whatever punishment I face." stated Twilight.

"Are you certain?" asked Celestia.

"Yes." answered Twilight.

"Understood." replied Celestia solemnly.

The ponies (and baby dragon) departed from Twilight's former residences. A division of guards walked with him to protect the royals. However, they where also there to make sure no pony attempted to assassinate Twilight out of revenge. They returned to the palace with Twilight's parents, Spike and waited below the balcony. A large number of ponies arrived to hear the punishment dealt out to Twilight. The rest of the Mane 6 arrived with their returned families. Trixie showed up with her cart ready to leave once the speech was over. Finally, the royal sisters and Twilight emerged.

"Twilight Sparkle committed many terrible deeds while she was under Sombra's control." began Celestia.

"She's evil!" cried Jet Set.

"Put her to death!" demanded Upper Crust.

"Sombra controlled Twilight with dark magic so she cannot be fully be blamed for what happened." continued Celestia.

"The princess is going easy on her." said Sunshine Smiles.

"Of course. Twilight was her pupil." note Midnight Raven.

"Thus, Twilight will a year in the Royal Dungeon." said Celestia.

The led to a chorus of boos.

"To prevent this from occurring again, Twilight's magic will be sealed off forever." revealed Celestia.

This led to number of gasps.

"Oh my! That is the ultimate shame!" exclaimed Rarity.

"A unicorn without magic is a fate worse than death." added Trixie amazed.

"I'm ready." said Twilight.

"Wait!" cried out Sunset.

Celestia placed her horn against Twilight's. A green magic came from Celestia's horn and entered Twilight Sparkle through her horn. A magical seal locked Twilight's magic away.

"It is done!" declared Luna.

Soft murmurs came from the crowd.

"Now Twilight, it is time for your imprisonment." noted Celestia.

"I am ready." replied Twilight solemnly.

Author's Note

A/N: That is where the story end and I hope you liked it. You might noticed at added this was the first in the "The Fall and Resurrection of Twilight Sparkle" because there will be sequels. I will pick up next year because I need a bit of a break so I don't burn out and now that show is over this is the perfect time. Please review.