A Threat to Friends

It's night, and most are up, kept awake by something. The commotion was set around one pony, standing in the town square. His bell rimmed wizard's hat jingling as he turned his head, panning to see all who had gathered out of curiosity. When he speaks, all quiet down.

"Is this all? A few lowly peasants? No, royal livings, no royal half bloods? A pity."

The crowd began growing, asking questions, who was he, what was he doing?

"Enough! The fact that none of you know who I am, should be ashamed of yourself! I shal not release my own na-"

"Star Swirl the Bearded!", Twilight called from the crowd.

The many ponies parted from her and Star Swirl picked her up via magic, setting her down in front of his large form.

"Oh, seems we have someone who actually remembers. You have potential, foal! Not power! I want the most powerful one here! Not some foal who knows a bit of magic!"

Twilight gasped, "For your information, I am the third most powerful mare in Equestria, as rated by it's own ruler!"

She stomped a hoof, making her point.

"Oh? That white coated, primary maned tyrant, Celestia? That would suffice! A sun goddess! That might match my power. Call her here."

"Then if it's a fight you want, fight me first!"

Star Swirl laughed, "No, young foal, you can not even measure up to a small miniscule of my power, and that is a compliment!", he barked back.

Twilight could not fight the old stallion. He was right. Star Swirl was a very powerful magician, wizard, sorcerer, and unicorn of his time. He helped Celestia do things no other could. With a sigh, Twilight made up her mind.

"Fine. I'll call Celestia here. But...Why are you doing this? You are Star Swirl the Bearded, the most powerful unicorn of Equestrian history! why would you mock the power of a sun goddess, a princess, the ruler and owner of Equestria, herself?"

"I refuse to loose anymore information, foal, now bring me your queen!"

"I'm not a foal..."

Turning from one of her greatest heroes, Twilight walked away, Spike finding her with a quill and paper.

"I'm already on it Twilight!"

"No, Let me write it."

Taking it in her magic, she wrote the designated truth and letter, rolling it up. Going through it in her head, it was not something she wanted to accept.

As Celestia unraveled the letter sent to her via magic, she read it slowly, as the hoofwriting was undoubtedly familiar.

Dear Princess Celestia,

It pains me to tell you this, and to have to tell you via a letter and not in person, but, Star Swirl the Bearded has returned.

"Well, Twilight, It's not so bad, instead you should be honored."

Continuing through the letter, she saw a small wet spot on the page, followed by a few more, her smile turning down in disappointment.

He has claimed stronger than you, has even turned evil. He challenges your power in a round of combat. I do not know why he does this. But seeing one of the greatest Equestrians of history, and one of my few heroes, doing this, makes my heart ache horribly.

He is waiting.

"Star Swirl. My first and last lover. Have I really shamed you so?"

Setting the letter to magical flames, it burned out of existence, not even ashes remaining.

"I will not be keeping this heart wrenching letter."

Flaring her wings and using magic, she pinpointed Star Swirl in her mind. Walking into her closet, she grabbed a green set of glasses, white metal, and very hightech. Putting them on, the magic worked, reading her mind and following the processes meant for them. Her magic sent a glint through her hair, reacting with an aura which grew around her from her hooves up.

"It's time for judgment."

The tower her bedroom was housed in exploded from the force of her exit, smashing through the wall like it was a millimeter thick sheet of ice, leaving her unharmed, but her entire bedroom in ruins. It didn't take long at all for her to reach the Ponyville town square. Measuring a total time of six seconds, it was a new personal best.

"Ah, Celestia, the tyrant queen of Equestria."

"Star Swirl. It's been quite a while."

"Yes it has, and now I am back with much more power. It is time to put you in a lower place. After I defeat you, the laws of the gods and goddesses makes your power mine, no?"

"...You are correct. But why? I stayed with you as we grew together! I even left my crowning, traveling over half of Equestria just to make it to your death bed."

"You say it like you cared."

His magic lashed out, physical light speeding towards Celestia. though, not so easily beaten, or out of her own fighting spirit, she knocked it away without much effort.

"I did, you old fool. You are challenging my near infinite power, you have insulted my faithful student, and you attack me without pain, you wish to lay waste to Equestria. She looked up to you, wished to even meet you. Now she fears you, hates, you, wishes you were gone. It's all recognizable in her own letter."

Tapping the side of her glasses, they disappeared, but the screen visuals still there, she measured her own magic cautiously. Loosing a powerful burst of electricity, it change into an arc bolt, turning the spot around Star Swirl into molten lava from the sheer energy let loose. He was unharmd, standing in the lava pool like it were nothing.

"You say that like you actually care."

He disappeared, a gust taking his place. A few seconds later, Celestia was sent flying, only to recover and fly up, out of his reach. several magical tendrils grabbed hold of her, holding her in midflap, and locking her in place as he unveiled himself. She could not move. Activating her magic, it failed.

"What is this?!"

"Magic sapping snares. You can not escape or cast magic to save yourself now, you are of my mercy now."

Using his own magic, a spell circle of incandescent blue began spinning slowly at his feet, the three circles in it giving off an arc bolt which all came together in front of Star Swirl, forming a ball of purified energy.

Knowing the spell very well, as it was his most famous in the field of combat, she stopped her struggle. She could not win.

Letting loose, the magical beam enveloped Celestia completely, the blinding light and shockwave that resulted, forced everypony to move back, even Twilight, who had stood in the battlefield itself. Celestia's body fell as the fried tendrils let go, the heavy mass slamming into the ground without a single bit of resistance. Twilight rushed over to her limp form, her heart thudding like it was about to explode. Fear gripped her core. Not a single movement came from the scorched body which was Celestia. Not even breathing, or the very faintest of any movement, heartbeat.

"And that is it. I have won with ease. Now I claim my power, gods."

The mane which once flowed from the neck and head of Celestia lay dormant now, but split, separating from Celestia and leaving her with regular multicolored hair. The strands of the primary spectrum, though, were absorbed into Star Swirl, giving him a sort of dark shade around his entire body.

"Yes, yes. Quite wonderful. Now, you said, you are the third most powerful mare in Equestria, I am the most powerful Unicorn that has, and will ever live. Consider yourself lucky, you are the first to die. I will make it quick."

Approaching the purple, motionless mare, he smiled.

"Ah, a sad face. Too bad. You will meet her soon enough."

As he reached out an illuminated hoof, Twilight knocked it away, dispelling his attack on her.

"Well then. If you want it that way then suffer."

Stepping back, he let loose a powerful beam similar to the one used on Celestia. It didn't phase her. In fact. A magical barrier protected her, the ground around her showing it as where the spell struck it scorched the grass. All except where she stood.

"A little more powerful than I thought. Lets do to you what I did to your lovely teacher."

Grasping her with the tendrils like he did Celestia, she was hoisted into the air, but she didn't resist. Letting loose the same attack, She was enveloped even more than Celestia was, the beam being enhanced by his new power. As the spell finished, what was supposed to be an empty space held a very white glowing unicorn. Twilight had magic shifted, calling upon her strongest magics to do so. Her mane was different, shining a malicious black from a dark purple flame. And it wasn't lively, it was smooth, flickering lightly.

"Dark magic won't save you now."

Star Swirl sent a wave of energy, much stronger than his last attack, at Twilight, and she deflected it like it were an annoying pest.

"No!! I refuse, just...No!!! You killed Celestia!!! I will nto stand for it, I will not give up like she did!"

"She gave up to save herself the suffering. You on the other hand will suffer more."

He flew to her by means of magic, grabbing her in a soft grip, but she couldn't budge his hooves. He threw her to the ground, leaving her in a ditch made from her impact, scorched by her own flames that dwindled as her magic shift ended, leaving her a regular unicorn once more.

Twilight cracked open her eyes, looking at the purple form in front of her. It was Spike. He was crying.

Star Swirl landed without haste. He was not playing anymore, or going to hold back.

"Now, you shall die. Too bad I couldn't make you suffer, but I do have plans."

Charging up a ball of energy, he aimed at the dragon and mare.

"What a cute dragon to die with. Maybe you two will meet in the afterlife."

The ball grew, bigger than he.

Twilight didn't hear Star swirl, she heard Spike as he sniffled and held back the tears. But, he wasn't just sad. His eyes held built up anger, more than she had ever seen.

"Spike. What's wrong?"

"I want...I-i W-want you to m-m-m-make him pay!"

"I can't...He's more powerful than a god."

"Then do something! You are no ordinary mare. You are an element of friendship. One of six unique mares. Or atleast thats what Celestia told me."

"Come here Spike.", she sat up.

The dragon embraced her, and she cast a spell on him, wrenching him away and saving him as the blast was let loose, obliterating Twilight, and leaving the dragon unharmed. As the spell dissipated, Spike was let free, sniffling still, and standing where Twilight once was.

"N-n-no! Twilight! No!"

"Pity. She saved you, and made you suffer worse. Allow me to end this."

As he held up his hoof, it was knocked away, obliterating a line of houses instead.

"Who dares to touch me!", he turned around. The same mare he had just obliterated stood before him, her coat aglow. Behind her, five more stood, but each cowering and scared.

"How did you survive?!"

"Simple, I used magic."

"But how! I drained you dry! No matter, you can't beat me."

"Not alone though. I looked through my history. But if I have the same blood as you, then I am as, if not, more powerful. But I also found some knowledge nopony else knew. I am a descendant of Celestia as well, and I was also given a gift which makes me her true bloodkin."

Spike rushed over to Twilight, crying, and as he grabbed onto her, he was levitated.

"Sorry Spike, but you won't feel a thing. You will be ok."

Spike's body began glowing, then separating bit by bit till he was a cloud of glowing dust. It melded with Twilight, giving her a dragon's tail, wings, and her back was covered in scales.

"I am the last descendant of Tiamat, god of fire. You will not win."

Opening her mouth, a blast of hell fire threw Star Swirl back a few steps, though his power still outmatched Twilight's. Retaliating with another blast of energy, Twilight caught it with her hooves, throwing it up before it exploded.

"With Tiamat's powers, you still can't beat me!"

"Not alone I can't. But with Boreas, Kirin, Ramses, Atlanta, and Cybele, I can. All I have to do is awaken them inside of my friends."

"then you won't mind if I kill them.", Star Swirl smiled, disappearing.

Turning around, Twilight watched as Star swirl raised his hoof, a blast to be let loose. Letting loose another dragon fire, he was blown off his feet and into the air, letting the blast off into the sky.

"I do mind!"

Rushing to her friends, her magic guarded them as Star Swirl let loose another beam attack. Her shell began cracking, about the shatter. Using her magic, she brought out the full power of each of her friends, giving them new form and ability.

Fluttershy's hooves caught fire, her coat changing a blackish red.

Rainbow Dash turned a deep golden color, her mane and tail changing to feathers that drooped to a long tial below her.

Rarity's coat became coated in crystalline blue armor, enveloping her, only for her eyes to show as two glowing yellow dots under the ice.

Pinkie Pie was redressed in Egyptian wear, gold adorning her head with a ruby eye on the crown.

Applejack's hooves turned brown along with her entire body, assuming the same material as wood, her mane and tail became long leaves that flowed as easily.

"It is done!"

The shell shattered, enveloping all six in it's light. Though, none were harmed, they were still hurt and in pain.

"Scream, scream loudly, no one will come to your aid."

A hard hoofsmack knocked Star Swirl back a few hundred feet, putting a good distance between him and the mare that hit him, Fluttershy. Her black eyes were angry, angrier than she had ever gotten before. Taking in a deep breath, she screamed out.

"Don't you dare hurt MY friends again!!!!"

"Such an attitude. You should respect your elders."

"Allow me to do something, dear, he demolished half of my boutique already.", Rarity took lead. The ice melded from her, forming a large cannon hanging off her side which fired off a laser, leaving Star Swirl's right half frozen.

"Ice? That's not going to work."

Shedding the ice after it melted, Star swirl grabbed the two via magic sapping tendrils, and slammed them into the ground, leaving them both in large craters.

Rainbow Dash was up, rising higher than them all, and began spinning in a circle. a large vortex began forming, getting bigger by the seconds. Using her new magic, she let loose a blast that was shaped by the winds, letting out a barrage of magic arrows which seeked out Star Swirl and exploded, sending him out of the smoke barrier with a trail. He crashed into a house, sending it's inhabitants out in fear.

Applejack stood on the ground quite firmly, her hooves dug into the ground.

"Mah turn. He will pay. He will pay good! This is for Winona you worthless old coot!"

Several huge roots grabbed Star swirl, picking him up and slamming him into the ground. A few seconds later, several hundred beams split the roots, leaving them as nothing as the magic burned.

"Let me take a wack at him. For all of the parties that he just ruined, for taking down the Princess herself like she were only an obstacle. I will make you pay dearly.", Pinkie Pie said with flaming eyes.

The eye on her crown glowed, letting loose a powerful red beam that seared everything it touched. Lazing it around Star Swirl, the ground glowed, then exploded violently, sending him into the air, where he stopped.

"Enough of this foolishness!"

Tendrils ensnared all six, bringing them close to him as he prepared another powerful spell to destroy them all.

"If you are all gods, then I will become invincible after this, nothing will stop me, and I will end existence!!!"

All six glared at him. Twilight opened her mouth, ready to fire, Pinkie's eye glowed once more, about to let loose another searing beam. Rarity's ice began crawling down the tendrils, edging closer to Star Swirl as he focused on the spell. Applejack's own roots began taking over the tendrils, converting them to her control, Fluttershy's hooves singed the tendrils off and she lunged at Star Swirl. Rainbow Dash flared her wings, snapping the tendrils off, and flew far off, turning around with greater speed that accelerated deadly fast.

Time seemed to slow, leaving them all thinking faster and looking around at each other one last time. Star Swirl's spell was let loose, and so with it, the six's own attacks all collided, sending the spell back into Star Swirl, where it finished, sending him to oblivion. The result of Rainbow Dash's sonic boom sent a ripple of gold through the sky follow by a column of pure light which blinded all who watched. It fired off for several minutes, and when it ended, there was nothing left where it started.

A giant hole in the ground was left from where it impacted, more than fifty time the size of the ones left by Star Swirl and the battle. Many looked to the skies, looking for the six which stopped the evil god. No trace of them was found. Not a single one.

The six mares had traveled beyond the gates of hell, heaven, and the underworld, straight to oblivion with Star Swirl. they were gone. Not a single sign of life that they once held was there. Below, in the crater, though, lay a dragon, still a baby, but fully grown. A result of the transformation.

All the ponies which were still left in Ponyville peered down at him in the deep hole, others gathered around the lifeless Celestia.

But one pony which didn't gather with the others, looked down from above. Luna, who had watched the whole thing, too scared to join the fight, watched as both her sister, and the elements of harmony were easily taken down. She could only cover her mouth with her hooves, tears streaking down her cheeks. They had been falling since Celestia fell, and she hadn't moved sense. The night sky was live with the moonlight, but it was red, blood red. Luna hadn't done it. Star Swirl did. and adding to that, was sadness, darkness, and fear, as it slowly dimmed. The sun would never rise again without a sun goddess. And shall the power of the sun not be passed on, it would snuff out, no longer shining. All would die soon.

"No...No...No...Nooooo! Why! Why! Why!!!", Luna sobbed.

Turning around, looking behind her, she thought she could make something. Ideas began forming in her mind, she even tried denying the fact that her sister was dead, that the event never happened. But the black lands told different. As it dimmed completely, it stopped, just almost pitch black, and a light embraced her.

"Luna..."

Turning around, she stared at her sister, but in a glowing coat.

"Tia, please, you can't die. You can't!"

"I'm afraid I can't help that. But, with my final visit, I can do one thing. I can heal the land, I can set the sun and moon in motion forever, you will not have to rise and set both sun and moon, both will move on their own. Even though they are sad, they will still move. they will be dim for three years, and after that, never shine as bright as they used to. I will fix the damage from the battle, and revive the elements of harmony. It is done."

"Tia...Please don't leave me alone..."

"I'm sorry, but I can't help you."

"Grabbing the celestial body, Luna hugged the warm vessel tightly.

"Please, promise me we will meet again. Please...Please!"

"...You will not see me for another three thousand, and two hundred and fifty years. I am sorry it will take so long for you to pass on with me."

Fading away, Luna began panicking.

"No! Don't leave me! Please! Don't leave me!!!"

And with that, she was left alone, hovering in the air by her wings. Though, she sobbed loudly, and ponies bellow awaited her descent with comforting thoughts.

Walking down from her room upstairs, Twilight stopped at the bottom step. Luna was sitting at the door.

"It's been two years.", she started.

"I know.", Twilight answered, "And, not a day goes by without me, and the others grieving over it. Fluttershy has become a mute by choice, Applejack can no longer buck as hard as she used to, Rarity lost her touch, and Pinkie Pie no longer hosts parties, eats sweets, or smiles. I wish I could see her smile again."

"What about Rainbow Dash?"

"She is taking it almost as hard as I am. She refused an invitation to join the Wonderbolts team."

"Harsh. How bad are you taking it?"

"I still cry myself to sleep every night."

"I can't even sleep anymore. I haven't slept for fourteen months."

"So why did you come here?"

"I have a message for you. It turns out that Star Swirl did not return. An imposter wearing his vessel."

"What message?"

"I couldn't help but read it. It is a millenia old message left by the original Star Swirl from his death bed. It explains why you and your friends are goddesses like Cel- I mean, like I."

Taking the letter with her hooves, because her magic was drained dry long ago, Twilight read the letter.

"This is a will, not a letter."

"I know, but there is a message. It was dismissed and all of his belongings sent to Celestia's old palace long ago."

All my belongings in form of physical, go to Celestia.

But, all that remains of my magic, which is to be inherited by my lover, Celestia, it shall all go, instead, to my greatest grandchildren. The latest of my bloodline, as I know. They shall inherit my full powers as goddesses should.

May you all live a long, fulfilling millenia my blood relatives of the future.

The signature at the bottom was in golden ink, shining metallic gold.

"So why did you bring this to me?"

"Because you are the ones he was talking about. He told Celestia of a bunch of mares that would become the new elements of harmony. You inherited Celestia's power, and you inherited Star Swirl's power. The wills have been completed."

"You will tell the others, will you?"

"Yes. It will bring their liveliness back, atleast a little."

"How bad is it exactly for you?"

"To be more exact than not sleeping, I cry every night, and have my eyes redone every morning so that I look normal. It's an hour long process."

"So, is it true, that you move both sun and moon?"

"Not anymore. Celestia set them forever in motion on their own. They rise and set alone now."

"If I'm related to Celestia, then I am related to you, right?"

"Yes. I am your greatest aunt Luna."

"And I, and my friends, all of us separated by years old bloodline ties, are your greatest nieces."

"Are you smiling?"

"Almost. For once, I am happy, but, not enough to smile. I will justwait for the tears to stop."

"Understood. I will see you again in a week, maybe?"

"Sure."

"Great. Good Bye Twilight."

Luna exited the library, Twilight saying her farewell to her.

In all the years of Equestria, there was one thing that everypony always remembered was there.

Celestia.

And from now on to the future of Equestria, nopony will forget the grand fight that went on between Star Swirl the Bearded, and the six mares which hold the Element of Harmony.

But nopony will forget Celestia.

Though seen by some as a tyrant, she was a wonderful ruler, and just as loving as most.