Equestria's Darkest Shadow

Starlight and Twilight we're running down the tunnel they had gone down after a few moments they saw a bright light at the end.

"Get ready for anything, Starlight!" warned Twilight.

Starlight nodded, knowingly. They both closed their eyes and ran at full speed, set for the worst. They ran straight into the light.

When they opened their eyes, they came upon a long corridor. No lights were on anywhere. It was dark and menacing, but Twilight still recognized it as the corridor of Celestia's castle just before the throne room. At first, she was relieved to be in a familiar place, but soon remembered who they were facing against.

"Stay on your horseshoes, Starlight." warned Twilight. "You never know what the Pony of Shadows will use to try and destroy us."

Starlight understood. They wandered down the hall, ready and waiting for anything to attack them. Then suddenly, shadowy demons attacked from behind the tables and vases.

Starlight and Twilight wasted no time on blasting every demon that came too close. The hallway seemed endless. Shadow demons appeared left and right. Twilight and Starlight kept blasting them until at last, they reached the door to the throne room. They burst through the door and there, waiting on Celestia's throne, was the Pony of Shadows. He was petting a strange creature barely visible in the cover of darkness.

"Welcome to my new home, girls." greeted the Pony. "Thought my little shadow demons could give you a little warm up before your final defeat."

"It won't be much of a warm up when it's six against one!" reproached Twilight. "Do it, Starlight!"

"You got it!" affirmed Starlight, and cast a spell to summon Twilight's friends. Nothing happened.

The Pony of Shadows laughed again.

"Now what's so funny?" Twilight asked, angrily.

"Stupid fools!" explained the Pony. "I rigged those tunnels so that the one you two went down would be the one that led here. And the other tunnels lead to visions of your friends' darkest fears."

"You fiend! You cheated!" Twilight called out.

"Best part of being evil!" reproached the Pony. "Besides, you wanted to bring your friends from the wrong tunnels to the one you went down. Kind of bending the rules there, don't you think?"

Twilight hanged her head. The Shadow Pony had her beat there.

"But don't worry," he reassured Twilight. "At least I managed to get one of your friends here. Isn't that right my pet?" The creature beside the Pony stood up and unveiled herself from out of the darkness and into the better lighting. But it wasn't a dragon, a timber wolf, or even a manticore. It was Fluttershy!

Twilight gasped. "Fluttershy! Thank goodness you're ok!"

Fluttershy didn't say anything. She just stared blankly in silence.

"Fluttershy? Can't you hear us?" asked Starlight.

Fluttershy still didn't breathe a word.

"Monster! What did you do to her?" demanded Twilight.

"When your friends gave into their life-threatening fears and collapsed into despair," explained the Pony. "It made them vulnerable to anything and everything, including a brainwashing spell." He chuckled maliciously. "In fact, I've already teleported your other friends to some of the biggest locations in Equestria and commanded them to attack said locations." He then projected four viewing portals showing that Twilight's friends were indeed terrorizing their respective locations; Pinkie attacked Ponyville, Rarity attacked Manehatten, Applejack attacked the Crystal Empire, and Rainbow Dash attacked Cloudsdale.

Twilight was speechless.

"Enough of this!" exclaimed Starlight and blasted a beam at Fluttershy. It ricocheted off of Fluttershy's forehead and blew through a wall.

"My hypnosis reversal spell!"

"You may have already figured out," said the Pony. "that I've managed to create a shield around her so that she can't be snapped out of her trance."

"This creature seems almost as smart as my brother!" thought Starlight. "But he couldn't be!"

"Then is there really no way to reverse the damage?" asked Twilight, close to tears.

"No way except beating me!" the Pony gloated. "But my pet will make sure you never do. First things first, though, I need to give her a treat to give her her energy." And he produced a bright red apple. Fluttershy stared at the apple and began to drool. Suddenly, her eyes turned red. Her teeth grew into fangs. Her ears grew longer. Her wings became bat-like. Flutterbat had returned!

Twilight and Starlight gasped in horror. Flutterbat took the apple and sucked it completely dry.

"Now, my little fruit bat," commanded the Pony. "Get them!"

Flutterbat hissed and flew down toward Twilight. Starlight pushed her out of the way, just in time. When Flutterbat flew in for another strike, Starlight blasted her out of the air and onto the floor.

"Starlight! What are you doing?! That's Fluttershy!" shouted Twilight.

"Yes, but she's under the Shadow Pony's control." reminded Starlight. "And besides, I wasn't going to hurt her that badly. The point is," she added. "The only way we can get to him is by defeating Fluttershy."

Twilight hated to admit it, but she knew Starlight was right. And so they took to fighting Flutterbat, but not as bad as to injure her too badly. The Shadow Pony watched with interest. It was an intense fight. Starlight blasted her from the ground with attack spells while Twilight fought her in the air. Flutterbat just barely managed to get a good bite on one of Twilight's hooves. After a few good punches and blasts, Twilight and Starlight managed to exhaust Flutterbat into submission.

The Pony of Shadows applauded. "Well done, girls." he commented. "Now before I surrender myself completely, I have a question to ask you."

Starlight was in no mood for puzzles. "Cut the games and release everypony!" she demanded.

"It's just a simple question." reassured the Pony. "If you had to choose between your pet dragon and your castle, which would you give up first?"

"What kind of question is that?" snapped Twilight.

"A question that determines the fate of both Equestria and your remaining friends." answered the Pony, darkly. Suddenly, Spike and the Cutie Mark Crusaders dropped from the ceiling tied to chains. Just below them opened a door with a pool of piranha ready for the next morsel to drop in the water.

"Twilight! Help!" called Spike.

"Save us, please!" cried Sweetie Belle.

"Your choice, princess." offered the Shadow Pony. "Is it your remaining friends or your castle? Which will you give up?"

"You wouldn't dare hurt them!" yelled Twilight with worry.

"Wouldn't I?" quizzed the Pony. "I think I'll kill one of them right now for the heck of it! But which one?" He then summoned a deck of cards with the CMC's respective cutie marks and the silhouette of Spike's head. He shuffled the cards and spread them out. His plan was to find a match to decide which victim would be the first to be fish food. He flipped two over.

No match.

He flipped two more over.

Still no match.

Twilight and Starlight looked on in horror. Spike and the Crusaders began to cry.

At last, the Pony of Shadows found a matching pair. "Aha!" he exclaimed, and he looked at Scootaloo. "Goodbye, drumsticks!" He started to undo the chains. Scootaloo screamed at the top of her lungs.

"WAIT!" called Twilight. The Shadow Pony stopped. "The castle is yours." finished Twilight. "Just don't hurt the kids."

"Good choice." answered the Pony.

"Twilight, don't!" yelled Apple Bloom.

"Well, you've all served your purpose." said the Shadow Pony turning to the CMC. "Also I'm thinking my castle cloud use some good tapestries." He suddenly zapped the CMC. They disappeared in a flash. In a flash, three black and white drapes appeared with the Crusaders' cutie marks and the Crusaders themselves. Their faces were frozen in fright and tears.

"No!" shouted Twilight.

"And this dragon would make a nice gargoyle stand in." said the Pony. He unbounded Spike, levitated him to the ground and zapped him with a small beam of magic. From his feet upward, Spike's body began to turn to stone. He tried to scream for help, but his face became a frozen one of horror as it was turned to stone. One of his claws was clenched higher than the other.

Twilight couldn't bare it any longer. "YOU MONSTER!!" she roared and blasted a stream of magic at the Pony. Thinking quickly, the Pony of Shadows took the Spike statue and used it as a shield. The beam hit the statue and shattered it to small pieces.

"NOO!" shouted Starlight.

"SPIIIIIKE!!!" screamed Twilight.

Suddenly, a red mist rose up from the rubble and split into five small streams. One stream fell to the tired Flutterbat. She began to glow a dark red aura and began to shake more and more violently.

"Whoops! Time to go a safer distance." said the Pony of Shadows and teleported himself, Twilight, and Starlight back to the Castle of the Two Sisters. He then surrounded the ruins with a dome-like shield.

"What did you do to Fluttershy?!" asked Starlight.

"When I zapped Spike into a statue, I added a little extra curse." explained the Pony of Shadows. "If anything should shatter the statue, Twilight's friends would become super bombs that can destroy entire towns no matter how strong the structures are."

"Into WHAT??!!" exclaimed Twilight.

"And we should be seeing the fireworks display in 3...2...1." As if on cue, a bright flash of light engulfed everything. Everypony shielded their eyes. A hot gale of wind blew and ripped several trees from their roots. As the light dimmed, five mushroom clouds appeared in the distance, each one the fur color of Twilight's respective friends. When the winds finally settled, the Pony of Shadows lowered the shield.

"M...my friends..." said Twilight, her voice cracking in fear.

"Quite a show, huh?" remarked the Pony. "And just look at how everypony else enjoyed it!" He summoned the viewing portals again. The landmarks Twilight's friends attacked were now just broken buildings and burning houses. Many ponies were badly injured or killed. Twilight couldn't cope with this. She broke down, sobbing. Then the Pony of Shadows began to laugh evilly, louder and louder.

"How could you be so cruel as to gleefully take away everything from Twilight?" shouted Starlight, her eyes full of angry tears.

"You would know plenty about taking things away from others, wouldn't you, Starbright?!" rebuked the Pony.

" 'S-Starbright?' " Starlight was puzzled. Then she realized who their new foe was. "Wait....SHOOTING STAR?"

Twilight heard this and she was shocked too.

"Surprised?" The pony lifted his hood and, sure enough, Starlight was face to face with his older brother!