Equestria's Darkest Shadow

by Smart Heart

Rating: everyone
Tags: Thriller, Drama, Adventure, Dark
Length: 10444

It's Twilight vs. the Pony of Shadows!

Starlight Glimmer has passed several of her friendship lessons with flying colors, but the Princesses (besides Twilight) and Shining Armor have disappeared and Discord has gone rogue despite his reformation! What's worse is that a new and even bigger threat than Tirek and Sombra combined is out to destroy Twilight and her friends! Can Twilight and her pupil, Starlight take on this astonishingly evil being?

Published 1970-01-01 00:00:00 UTC
Last updated 2017-04-25 04:02:37 UTC

Prologue

It was an especially sunny day in Equestria. Twilight's castle gleamed in the sunshine. Inside the throne room, Twilight organized a meeting with her friends and Starlight Glimmer to discuss Starlight's successes in passing practically every friendship lesson in her lists up to this point.

"Everypony," Twilight announced. "I'm sure you are all aware of what a successful student Starlight Glimmer has become. From being Trixie's first friend in who knows how long to helping an entire hive of changelings mature to their true potential, she's practically a prime example of a truly redeemed pony."

Everypony around the map agreed.

Starlight blushed and smiled modestly, looking at the floor. "To be honest, I'm amazed at myself at how far I've come. I only wish my brother could've been here to see me be such a success."

The others looked at her in surprise. "You had a brother?" asked Applejack.

"Yeah, dude," said Rainbow Dash. "How come you never told us about him before?"

"I'm guessing," suggested Twilight. "it's because we spent so much time talking about how to make new friends that we never really discussed family matters. Am I right?"

Starlight agreed. "Also," she added with a sort of guilt in her voice. "It's because he's the one who convinced me to make that village of 'equal ponies.'"

Everypony gasped at this revelation.

"Good heavens, darling!" exclaimed Rarity. "Why would you take such a twisted suggestion like that?"

"Because he was like my hero." continued Starlight. "And I always took his advice if ever a problem came along in my life. His name was Shooting Star. He always had a habit of reading a lot of spell books and not really going out much, but at least he was always there for me, even calling me "Starbright" after that little nursery rhyme. In fact, he's the one who taught me all of the spells I know."

"OOO!" squeaked Pinkie. "Like how to levitate, bake cakes to perfection, and even taking cutie marks and replacing them with equal signs?! "

Everypony glared at Pinkie. She chuckled nervously. "May have gone a little far there."

"Yeah." admitted Starlight. "He taught me everything. But he told me that Sunburst's cutie mark was what motivated Sunburst to move away from my home. Guess he must've took what Sunburst told him and took it the wrong way. I kept writing letters to him, but he's not responded once. Probably off on an adventure to help other ponies. Such a cool guy."

"Well, I'm glad you have such good faith in him." said Fluttershy. "Perhaps you could teach him some new things as a thank you."

Just then, Spike came in with a letter in his claw. "Hey, Twilight!" he said. "Somepony dropped this letter for you." Twilight took the letter and opened the envelope. "Oh! Thanks, Spike! Wonder who it's from?"

She read the letter aloud.

"Dear Princess Twilight,

Your friendship escapades have gone on for far too long. Stop now before things get dark for you and your troupe. Friendships were never meant to last for long and your journey is nothing but a complete and utter waste of time. This is your last warning.

Signed,

P.of S.?"

Rainbow Dash couldn't hold in her laughter any longer. "Is this guy for real? 'Friendship never last long?' Have they even seen how far we've gone without breaking up?"

"Obviously whoever sent this must be so envious of our bond," added Rarity. "They've decided to lash it out with this letter instead of confronting us himself." The others agreed.

"Well, we certainly know one thing," said Twilight with spirit. "That nopony in Equestria or beyond could ever destroy our friendship in any way whatsoever." She then crumpled up the letter and threw it out the window.

Nearby, a cloaked figure looked from behind a bush, its eyes glowing yellow.....

Chapter 1: A Surprise in the Throne Room

After getting rid of the letter, Starlight continued to talk about her brother, Shooting Star. She told her friends how he was always fascinated with spells since foalhood and how everyone admired his knowledge on old spells.  She even showed a photo of her and him as fillies. Shooting Star was brown with a black mane. He had a smug smile as if he were to either show he was the best or was up to something big.

"It's just a shame he mistranslated Sunburst's going to Canterlot as a means to get away from me." She sighed. "I only wish I could see him right now and tell him what happened so we could tie everything up."

"Well, there's no need to get too worked up, darling." assured Rarity.

"No, indeed." agreed Fluttershy. "I'm sure you'll meet him one day and tell him all about your friendship adventures."

"Totally!" put in Rainbow Dash. "And we can tell him about our stories, too! I'm sure he'll enjoy my stories best."

The others looked at her dryly.

"Though I'm sure he'll enjoy everypony else's stories, too." she added, sheepishly.

"The point is," concluded Twilight. "We're all confident that you'll be with your brother in no time and we'd be more than happy to be good friends with him as well."

"Thanks, guys," said Starlight.

At that moment, Spike burped up a scroll.

"Oh!" exclaimed Twilight. "I wonder what Celestia wants this time?"

"Maybe it's to congratulate you for managing to become a great teacher like she is?" suggested Spike.

Twilight opened the scroll and read it aloud.

"Dear Twilight Sparkle,

As we both know, the dangers in Equestria are growing stronger every day. As such, my sister, Luna and I feel that we must travel throughout Equestria more often to assist you and your friends. Worry not for the throne room as I have chosen somepony to be the official guardian of the throne. I would like you and your friends to visit my castle to have the honor to be the first ones to greet my new guardian.

RSVP,

Princess Celestia."

"Hoo-wee! It'll be great to have the princesses helping us!" cheered Applejack.

"Yeah! It'll be a million tons off of our saddles!" agreed Rainbow Dash.

"And I'd better start thinking of a new song to welcome our new throne protector!" added Pinkie as she grabbed a pencil and paper from behind her neck. "Hmm? What rhymes with 'guardian?'"

"I don't think a song will be necessary, Pinkie." chuckled Twilight. "But it is important we get to Celestia's castle."

Everypony agreed.

After they arrived in Canterlot on the train, they went to the castle and were greeted by Celestia.

"I'm glad to see that you all made it safely here." She smiled, warmly.

"We're glad to be here." replied Twilight. "And we're truly grateful of your assistance in our journeys in spreading friendship."

"So who's your new throne room guardian?" asked Fluttershy.

"I was just about to show you." answered Celestia. "Follow me." And she lead them all to the throne room door.

" The one I have picked to be the throne room guardian is one who has shown that they have learned so much about peace and responsibility. A kind, pure, and respectable soul. My subjects, I present you to my newest Guardian of the Throne Room!" She opened the door and everypony gasped in shock.

There, sitting on the throne, waving and smiling to Twilight and her friends, was....

"Discord?!" gasped Twilight.

"That's right!" He chuckled. "I'm in charge of protecting the throne now! Princess Celestia, such a pleasure to help you out." He blew a kiss toward her, teasingly.

"ARE YOU INSANE?!" reproached Rainbow Dash. "I wouldn't trust Discord to protect my Daring Do collection!"

Discord huffed. "Prejudiced much?" Everyone looked at Discord as he was immediately reading a Daring Do novel in a Daring Do costume with a banner over the throne reading "#DaringDoIsBestHero."

"I know this is quite shocking," explained Celestia. "But I have no other choice as he is the only one who can sense magic alterations and that Twilight still needs to teach as many friendship lessons to Starlight Glimmer as possible."

Everypony acquiesced in agreement.

Then Twilight noticed something strange. "Where's your sister?" she asked.

"I am not so sure." replied the Princess. "I had asked her to prepare for our announcement, but she's not come out of the--"

Just then, a guard came into the throne room. He looked alarmed. "Your highness!" He exclaimed. "Your sister! She's....She's......she's disappeared!"

Everyone in the room gasped in horror.

Chapter 2: A New Evil Approacheth

"Gone?!" gasped Princess Celestia. "How is this possible? Did nopony see who took her?"

"None!" reported the guard. "There were no sightings, no sounds, nothing!"

"There has to be at least some sort of clue!" suggested Starlight. "She couldn't have vanished into thin air!"

"All we could find was this note!" said the guard, and presented a small sheet of paper. Celestia took it and read it aloud.

"If you ever want to see Princess Luna ever again, you'll meet me at my home, the original Castle of the Two Sisters. No use of Rainbow Magic when we meet, or she gets it!

Signed, P. of S."

Then Twilight remembered something. "Wait! P. of S.?" she inquired. "Somepony used those initials when they wrote a letter to us!"

"Yeah! They were rambling about how 'friendship isn't real' and that 'our quest is utterly futile.'" added Rainbow Dash.

"Whoever this pony is will pay dearly for kidnapping my sister!" Snarled Celestia.

"Ooo! Celestia's getting edgy!" commented Discord, admiringly. "Now things really are getting exciting!"

"Don't worry, Princess Celestia." comforted Twilight. "We'll find Luna and bring this pony to justice." The others nodded in agreement.

"Thank you, my subjects. But to be safe, I feel I must accompany you on this rescue. We don't know what this pony might be capable of."

"If you insist." acquiesced Twilight.

"Have fun, everypony!" Discord called out. "I'll just stay here and keep the throne room safe from any intruders." He snapped his fingers and he was instantly in a Hawaiian shirt with two female ponies fanning him from both sides with huge fans. A butler pony came in to give him a drink. "Ah, thank you, my good stallion."

The others rolled their eyes. Fluttershy couldn't help but giggle.

"Why has he gotta be so quirky?" asked Starlight.

"Why? Because I can." answered Discord, and he laughed maliciously.

"Never mind him, subjects." said Celestia. "Let's focus on rescuing my sister."

The others agreed and set off for the old castle. When they arrived, it was dark and foreboding. Fluttershy felt a chill. "Oh. Th-th-this is much creepier than when we last came here." she shuddered.

"And much filthier." added Rarity. "Ugh! This could take days to get out!"

"Stand your ground, ponies." reminded Twilight. "We've got a princess to rescue."

"Yeah. So whoever this P. of S. dude is, bring. It. On!" said Rainbow Dash.

As if in answer, a giant cage appeared and trapped everypony inside. Twilight and Starlight tried to use their magic, but it vanished as soon as they used it.

"Grr! Why isn't this working?" growled Twilight. "What kind of cage is this?"

"It's a magic nullifying cage." came a familiar voice. Everypony's eyes widened with horror. Fluttershy turned pale. Suddenly, out of the darkness came a long and slender figure with two missmatched horns.

"DISCORD?!”

"Surprised?" chuckled the Spirit of Chaos.

"But...but I thought you learned your lesson from your ordeal with Tirek!" stammered Fluttershy in disbelief.

"Tirek isn't here anymore, my dear." He answered.

Fluttershy could only stare, mouth agape, unable to cope with anything going on.

"Ah'm not surprised that you'd be his P. o' S. feller writin' those letters," said Applejack. "But what's it supposed to stand for anyhoof?"

"Believe it or not, I'm not him." said Discord. "I'm just working for the guy."

"Then spill!" demanded Twilight. "Who is P. of S.?"

"The Pony of Shadows." answered Celestia. "It all added up when this place was brought up in that note."

"But we proved he didn't exist last time we were here!" argued Rarity, and the others agreed. "How could you know of him?"

"I'm afraid he's real. Very real indeed." said Celestia. "In fact, he's closer than you think he is!" and her voice got deeper with that line. Everypony watched in horror as "Celestia" was enveloped in a cloud of black smoke and became smaller to equal height of the others. And there, standing before the heroes was the Pony of Shadows!

Chapter 3: The Real Pony of Shadows

Everypony gasped in awe as the Pony of Shadows slipped through the bars of the cage and behind Discord.

"So all those fables Granny Smith said about the Pony of Shadows were true!" said Applejack.

"Wait a minute! I thought you said this cage nullified magic!" said Rainbow Dash.

"It does." explained Discord. "But I didn't make it."

"It's one of my creations." chuckled the Pony of Shadows. "I designed it so that it cancels all magic of those inside it instead of mine."

"Then I guess it's time to pour on the Rainbow Power!" shouted Rainbow Dash. Everypony agreed. They all gathered together to power up.....but nothing happened.

"What in tarnation--?" gasped Applejack.

"Yeah! What happened to our butt-kicking rainbow?" asked Rainbow Dash.

"I had a feeling that would be your last resort." laughed the Pony of Shadows. "So I decided to 'pull the plug' on your light show." And he reached under his cloak and pulled out six very familiar shards.

"THE ELEMENTS OF HARMONY?!" shrieked Twilight.

"But I thought the Tree of Harmony repelled all evil magic!" said Starlight.

"It does." explained the Shadow Pony. "That's why I took precautions. When you blasted Tirek to kingdom come, I took a small piece of the Rainbow of Light and used it as a cloak to confuse the Tree of Harmony into thinking I was one of you. It nearly put me in a coma to hold all that positive energy, but stealing the Elements proved to be a cinch. Thanks to Discord here, I would never have known about its existence."

"And thanks to my companion here, I wouldn't even know of your existence." added Discord.

"Wait--then you released Discord the first time?!" gasped Twilight.

"That's right, Twinkle Toes." said the Pony of Shadows. "Those brats on their field trip only woke him up. I just took care of the rest. When I released him, he told me how he failed to depower the Tree of Harmony and I told him about you. We soon made a deal. Once he helped take care of you six troublemakers for me, I could help him not only conquer not only Equestria, but also the entire universe!"

"In your dreams, bozo!" snarked Rainbow Dash.

"You're right, Darling Dash." joked Discord. "It was a dream. And now it's beginning to come true!"

"And how did I drain the Tree to get the Plundervines to grow? I had help from Tirek. Not even the best guards could hear my presence. All I did was literally hide in their shadows until I got close enough to Tirek's cage. I had just created a mirage Tirek to not arouse suspicion when Cerberus had spotted us escaping. We just barely managed to get away from that three-headed mutt when it went on a rampage looking for us. During that time in hiding, I had taught Tirek how to drain magic from ponies. I enjoyed hearing his stories on his escapades, especially the time he turned a prince into a carbon copy of his stupid brother."

"Haha! Classic!" laughed Discord as he sat in a lounge chair and watched a film reel featuring Tirek turning said prince into Scorpan with a black mist he carried in a sack around his neck.

"The sad thing is he actually spared me from his wrath and didn't absorb my magic." snarled the Pony. "And I thought his brother was soft."

"And you knew all about this?" asked Rarity.

"Right down to the exclamation point!" confirmed Discord.

Fluttershy turned pale.

"In fact, I'm impressed you fell for his reformation ruse until this point!" added the Pony of Shadows.

"R-r-r-ruse?" stammered Fluttershy.

"When Celestia requested for you to try and release Discord and for Fluttershy to redeem him," explained the Pony of Shadows. "I soon figured out how she planned to do it. I told Discord to go along with the reformation plan until all the princesses, the Elements of Harmony and all of Equestria's biggest threats were taken care of."

Fluttershy only stared blankly, thinking of all the tea parties and all the fun activities she and Discord had shared together. Her entire friendship with Discord; a lie. She couldn't bare it any longer. She collapsed to the ground and wept bitterly.

"Ah knew there was somethin' about you Ah couldn't trust, Discord." snarled Applejack. "Ah knew you were evil, but THIS?!"

"I'm glad you're back to evil!" snapped Rainbow Dash. "Because once we get out of here, you'll regret the day you even knew of Equestria's existence!!"

"Good luck with that!" chortled Discord.

"Indeed." said the Shadow Pony with an evil smile in his voice. "Especially with all the fun I'm going to have with all seven of you."

"'Seven?'" inquired Discord. "I thought you were going to spare Fluttershy?"

"Wha?" The ponies in the cage tilted their heads, perplexed. Fluttershy stopped sobbing and perked her ears up.

"So you do still care about her, do you?" said the Pony of Shadows, suspiciously.

"'St-still?'" whimpered Fluttershy.

"Of course!" argued Discord. "After all, you promised that you'd spare her so she could be my queen once we take over everything!"

"Oh, yes, about that. I wanted to go along with it, but I changed my mind."

"WHAT?! Then our deal is off, buster! Do you hear me?! O-V-E-R! Over!"

"Yes." said the Pony of Shadows. "It certainly is." Suddenly,  something shot from his horn and into Discord's gasping mouth.

Discord jolted, faltered, twisted about, stopped, and fell to the ground.

"What did you do to him?!" demanded Starlight.

"Oh, nothing too serious. I just cancelled his magic and killed all traces of it inside him. Now, he's no more powerful than you are in that cage." The Shadow Pony laughed, evilly.

"WHAT?!" gasped Discord. He snapped his fingers. Nothing. He snapped some more. Still nothing. Now it was Discord's turn to be afraid. The Shadow Pony then lifted him in a magic aura.

"Now," quizzed the Pony of Shadows. "What do you think I'm going to do next?"

"W-w-w-what?"

"Think about it!"

Discord stared at him, quivering in fear of what he might do.

"Ahh, a bit clichéd." said the Pony of Shadows. "But I'll do it!" He then proceeded to slam Discord into every pillar and wall in the room, laughing joyfully and battering Discord badly.

"What was that?!" asked Pinkie Pie, abashed.

"I simply read his mind and did what he thought I would do, isn't that right, Dissy?"

"Y-Y-Yes!" agreed Discord. "But I didn't actually want it to happen!"

"No matter. What do you think I'm going to do next?" asked the Pony of Shadows.

"I-I don't even WANT to think about it!" whimpered Discord.

"Too late." said the Pony. "You just did." He then summoned a disembodied jaw with sharp teeth, placed Discord inside, and forced the jaw to slam up and down, bashing Discord even more. The others in the cage could only turn away in horror.

When the jaw finally spit him out, Discord, mangled and scarred as well as scared, called out. "HELP ME!! SOMEPONY HELP ME!!"

"Oh, how the mighty have fallen." smirked the Pony.

"P-P-Please, no more." whimpered Discord. He was close to tears, now.

"Suit yourself." said the Pony. He then lifted Discord, took aim, and blasted Discord with an almighty beam of energy. Discord screamed and disintegrated before everypony's eyes.

"Peh! Good riddance to that class clown." scoffed the Pony.

Everypony else just looked on in horror. Fluttershy was more distraught than the rest of them. How could somepony just obliterate their closest ally so easily?

The Pony of Shadows stared in confusion at our heroes abashed and aghast faces. "Why the long faces?" He asked. "One of your biggest enemies is gone forever! And yet, you stand in bewilderment at what you or those pathetic princesses could've done a long time ago?!"

Starlight finally found her voice. "Discord did everything in his power to help you with your plan and you thank him by just obliterating him when you succeed?!"

"My, my, we are starting to learn things, aren't we?" snarked the Pony. "He was my pawn in helping me destroy Equestria, as was Tirek. Besides, Discord became expendable when he gave Twilight her Friendship key."

"You monster!" growled Starlight. "How many others have you manipulated in your life?!"

"If I told you that, my little hypocrite, you'd never view life any other way." Said the Pony, mysteriously.

Starlight blushed in shame as she knew what he meant by "hypocrite."

"Enough games!" shouted Twilight. "Release the princesses from Tartarus at once!"

"Who said they were in Tartarus?" said the Pony, darkly.

"Then where are they?!"

The Shadow Pony then gave a soft smirk. "Your mentor, Celestia is in my clutches, but the others?" He paused, darkly and chuckled. "Check six feet underground." He concluded.

Twilight's heart stopped, then her blood ran cold. "Y-y-y-you didn't--!"

"I did." confirmed the Pony with an evil smirk in his voice.

Twilight's voice began to crack. "But.....but....my brother.....m-m-my niece, she's just--"

"A baby? That made it even more fun." laughed the Pony. "Oh, by the way, there's a reason she was born an alicorn."

"What?!" Everypony gasped.

"Yes, indeed. My own little gift to the baby. So you have me to thank for creating the first alicorn to be born in Equestria!"

Rainbow Dash shuddered. "I think I know where this is going." She gulped.

"Don't be crude!" snapped the Pony of Shadows. "I simply created a magical dart and injected it into Cadance to make it so she became an alicorn early. If it weren't for the Crystaling Ceremony cancelling out the out-of-control magic, she would've been Equestria's most dangerous baby."

"Make that one of three!" commented Pinkie, remembering her own experience with babies.

"And speaking of said ceremony, I've already succeeded in destroying the Crystal Heart itself."

"But that's impossible!" argued Starlight. "The ceremony helped to strengthen it!"

"Maybe so," agreed the Pony. "But I have a learning spell that allows me to learn any spell directed at me. As such, when the baby princess gave that deafening wail, I used the spell to learn its frequency, then amped it up by a few hundred decibels."

"You're crazy!" said Twilight. "Don't you know that destroying the Heart will engulf the Empire in a blanket of snow?!"

"Not my problem." said the Shadow Pony, simply.

Twilight and the others were aghast.

"Oh! I forgot to mention," added the Pony. "Before killing each princess as well as Shining Armor, I absorbed all of the magic they had to make me stronger than I already was. Even the changelings were impressed when I knocked most of you fools out with my magic."

"You know about the changelings?" asked Rarity.

"Who do you think invited them to the wedding?" quizzed the Pony.

"YOU brought the changelings to the Cadence and my brother's wedding?!" gasped Twilight.

"And I happened to find them on accident." added the Shadow Pony. "In my travels, a few days before the big Canterlot Wedding, I happened to stumble across Chrysalis' castle. I was lucky to have the changeling's not eat me raw when I told them about the wedding and the opportunity to rule over Equestria, then perhaps the entire world!"

Everypony was shocked at this revelation. At the same time, Starlight noticed something familiar about the Pony of Shadows considering his magic.

"But the point I'm trying to make here," concluded the Pony. "Is that my magic has now gotten so strong that most of the princesses and the Captain of the Royal Guard are now dead. Besides," he chuckled. "I managed to give Luna the everlasting peace she desperately wanted. Something not even you could ever do, Twilight Sparkle."

Twilight didn't say anything, she was in great terror over the death of her niece, her foalsitter and brother, her niece, and sooner or later, her mentor. But Fluttershy came too, at last "You....big.....Dumb......MEANIEEEE!!!" She roared and rammed the bars in an attempt to attack.

"Settle down, sweetheart." chuckled the Shadow Pony. "I've still got Celestia locked up somewhere. But you'll have to play a little game first."

"Bring it, you freak of nature!" said Rainbow Dash.

Then, in a cloud of black smoke, they were transported out of the cage and into a cavern with six exits, but the Pony of Shadows was nowhere to be seen.

"What is this? Where are we?" asked Twilight.

"And where'd that Shadow Pony go?" wondered Applejack.

"Wouldn't you like to know, Applejacks?" The Pony of Shadows voiced echoed around the group. "One of these corridors leads to Canterlot Castle, the place where I'm holding Princess Celestia."

"So she was right under our muzzles the whole time?" exclaimed Rarity.

"Neat trick, huh?" laughed the Pony. "Anyway, if you want to save Celestia, you'll have to choose wisely! Catch me if you can!" The Pony's laughter echoed and faded away.

Our heroes looked at each cave exit, not sure of which to go in.

"I don't like the looks of this at all." shuddered Fluttershy.

"Let's split up." said Starlight. "I'll teleport you all to me if I pick the right tunnel. If I don't, I'll teleport us all back here and whoever does pick the right tunnel can lead is all through it together. I'll go with Twilight. She is my teacher after all and could provide a helping hoof with my magic."

Everypony agreed and split up.

Chapter 4: Tunnels of Fear

Applejack ran down the tunnel she chose. After half a minute, she saw a light and rushed through it. But, instead of Canterlot Castle, she arrived at...

"Sweet Apple Acres? What in tarnation am ah doin' here?"

"Jest what we wanna know, traiter!" came an elderly, but very familiar voice.

Applejack turned and saw Big Mac, Apple Bloom, and Granny Smith glaring angrily at her. At first, Applejack was confused, but then she heard two more familiar voices.

"Applejack! How's our new business partner?" called one voice.

"We've been waiting for your call ever since we left that wretched casino!" said another.

There, standing by the orchard gates were the Flim Flam brothers!

"How could you sell Sweet Apple Acres to them hooligans after all they did to us?!" accused Granny Smith.

"Sell it?!" exclaimed Applejack. "Ah-ah-ah would never--!"

"Don't be so modest, Applejack." said Flim. "But why did you have to leave out what happened after you brought us back together?"

"My theory is that she was to nervous to admit our pact knowing our past." suggested Flam. "But we told them how you considered giving us the rights to this lovely orchard."

"And after a week," continued Flim. "You gave us a call to pick up the deed with your hoof print and signature." He soon held up the same deed with hers and the Flim Flam brother's signature.

Applejack gasped in terror.

"Ah looked up to you, Applejack!" said Apple Bloom, teary-eyed. "Ah thought you were mah hero! And now you go and betray the Apple Family name with THIS?! Guess Ah really shoulda stuck with Big Mac from the get-go!"

"Eeyup!" agreed Big Mac, gruffly.

Applejack's heart felt like applesauce now. Her whole family hated her now. They couldn't trust her anymore. She wanted to speak, but was too broken in spirit to do so.

"Well, now that our little agitations are off our saddles..." began Flim.

"I think it's time we gave Sweet Apple Acres the renovation it deserves." finished Flam.

"R-renovation?" stammered Applejack.

"C'mon, ever'pony," said Granny Smith. "Let's pack 'ur things and head on out ta Appleloosa. We'll jest be shur ta tell Braeburn all 'bout Jack's betrayal. Don't ev'n deserve to be called an Apple no more."

"Nnope." said Big Mac. And they slammed the front door.

Applejack just stood there, shocked and upset. She had nothing else to say. All she could cope with was how she became a disgrace to the Apple family. Worse still, not even being an Apple family member anymore. She ran away, sobbing and broken.

"Applejack? Where are you going?" asked the brothers.

But Applejack didn't want anything to to with the con artists. As she ran on to the outskirts of town, the heads of her family members circles around her like flies. They insulted her, calling her a disgrace to Apples everywhere and wishing she never existed.

"No! No! Ah cain't be a disgrace!" screamed Applejack in denial.

As she was swatting the heads away from her, a shadowy, pony-like figure appeared from behind a bush and leaped toward her in attack.

Meanwhile, Pinkie Pie was rushing down the tunnel of her choice. As she ran down the light at the end of it, she came across a small, sad filly in the middle of Ponyville. Being the pony who never left a filly unhappy, Pinkie couldn't help but ask why the little one was upset.

"I'm lonely. I haven't got any friends anymore." said the filly when she could speak.

"Well, consider the waterworks in your eyes officially closed," exclaimed Pinkie with enthusiasm. "Because Pinkie Pie, that's me, is gonna be your new friend! And after that, I'm gonna help you make even more friends!"

"How's that gonna happen?" asked the filly, mournfully.

"With a party, of course!" And Pinkie put a party hat on the filly and pulled out her party cannon which shot confetti everywhere.

"I don't do parties." scowled the filly.

"Well, that's obviously because you've never had my parties before!" suggested Pinkie.

"No, I've heard about your parties." reproved the filly. "And when I saw one for myself, I was less than impressed. The noise, the blinding colors, the food that made your teeth rot on contact, yuck! I've never seen a party more obnoxious than yours!"

Pinkie gulped a big gulp. "S-S-Surely, you must be joking." she stammered, nervously.

"Not on your life, bud." the filly reassured. "You, I have no doubt, are the most annoying ball of randomness I've ever known in my life. So you can take your dumb parties and stuff them in your party cannon till it explodes!"

Pinkie's jaw dropped to the ground. Was it possible that somepony actually found her and her parties annoying?

"You hate her parties, too?" came a voice. Pinkie turned in surprise. A group of fillies with devilish smiles stood behind her and the filly.

"I sure do." replied the filly.

"Why didn't you tell us sooner? You're welcome to be with our group if you like!" said the leader of the group.

"If it means not dealing with the pink noisemaker." snarked the filly.

"Even better! It means listing off the reasons why Pinkie Pie is the worst and most annoying pony in existence!"

Delighted at this revelation, the filly galloped of with the Pinkie haters, laughing about their hatred of Pinkie, her games, and her parties. Pinkie just stood in bewilderment. But there was worse to come. The entire town had been listening to the entire time and they were shocked too. They all chatted to themselves now that Pinkie's perfect party record had been ruined. Could they trust her anymore as a party pony?

"N-no! It was just one pony!" exclaimed Pinkie in alarm. "I can still at least make everypony else here happy, right?"

But nopony else seemed to agree. They soon all decided to find a better party pony than Pinkie. Pinkie couldn't bear it any longer. Her poofy hair soon became completely flat and droopy. Tears flooded her eyes. She had lost the popularity of Ponyville entirely. While she sobbed quietly in the middle of town, a shadowy figure appeared from the fountain and leapt at Pinkie Pie from behind. In the tunnel Rarity went down, as she reached the light at the end, she ended up at her Carousel Boutique. At first she was shocked to return back home, but was even more surprised at a blonde-maned fashion critic approaching. "You!" called the critic "Are you the creator of these dresses?"

"Why, yes I am," said Rarity. "But who are--?“

"Cojo Cebu." interrupted the critic.

"The fashion critic so into fashion that he even tries to resemble a mare as best he can?!" gasped Rarity and squeed. "I simply cannot tell you how happy I am to have you review my fashion boutique!"

"I was happy, too." replied Cojo. "Until your dresses gave me a rash!!!" And he opened his gown to reveal his chest covered in red spots.

Rarity gasped. "But h-h-how could my--?” she began, but Cojo interrupted again. "I don't know what you're using in those dresses, hun, but I'm going to have to demand a recall on all the dresses you've sold in the last like three weeks! Ugh! Somepony get me some ointment!"

And it wasn't long before the entirety of the ponies who bought her dresses started to infect them with the rash, too. The Carousel Boutique was soon closed under health hazards and Sweetie Belle had to be kicked out of there. And then, newspapers started pouring in about her shops in Canterlot and Manehatten being shut down as well. Nopony would ever trust Rarity for fashion advice again. Not even Sweetie Belle could look her in the eye. Rarity could barely take anymore. As she broke down, a dark figure slithered over to her.

Fluttershy was nervous when running down the tunnel she went through. As she went through the the light at the end, she saw she had fallen into an open field of flowers. Many animals flocked and frolicked around Fluttershy and this made her feel better....until one of them screamed at something and ran away with the others following suit.

"What is it, cuties?" asked Fluttershy. "If it's that mean old Shadow Pony, I'll give him what for!"

But it wasn't the Shadow Pony. With thundering hoof steps over the hill was...

"Iron Will?!" Fluttershy gasped in horror.

"That's the kind of aggression Iron Will likes to hear!" congratulated the minotaur. "Like Iron Will says, 'When a baddie comes around, pummel them to the ground!'"

"B-b-but, you see, sir---" stammered Fluttershy.

"I've done some hearing about how you've gotten to be more courageous and learning to talk back to ponies since last I came here." Iron Will continued. "And I decided to take you back and make you the new mascot of my assertiveness campaign!" And he presented a poster with Fluttershy posing like a wrestler and looking angry. Fluttershy gulped her heart back to her chest.

"And I ain't taking "no" for an answer" said Iron Will as he cupped her in his arm. "Now, come on, compadre! Time to show the world what the true face of aggression looks like!"

In no time at all, posters of Iron Will's assertiveness training's new mascot were flying everywhere. Everypony was shocked to see Fluttershy as the new face of aggression. Those who had grown to love her kind-hearted nature soon began to wonder if that kindness was just a facade. Presently, whenever she and Iron Will gave seminars, some ponies that didn't participate started shouting insults at her, calling her a liar. Fluttershy could hardly stand it. The love and respect she had gotten was now reduced to dust. Just as she was about to burst into tears, Iron Will shouted, "Now, does anypony have the guts to give this mare a whoopin'?!"

"I'd like to try." hissed a voice. Suddenly, a pony with glowing yellow eyes jumped out at her.

Rainbow Dash was full of confidence that she could beat the Shadow Pony by herself. "Here I come, you backstabbing jerk!" she said to herself as she reached the end of the tunnel. She looked around. Yes! She made it back to the castle hall! But when she flew to them of the hall, she saw that her friends were standing by the battered and bruised Pony of Shadows.

Rainbow Dash goggled in disbelief. "What?! But, you didn't--!”

"Ahh, there you are, Rainbow Dash." said Twilight. "Looks like you've arrived late. But that's ok. We've managed to take care of the Shadow Pony without you."

"Without the awesomest pegasus in all of Equestria?!" exclaimed Rainbow Dash. "How could you let me miss the action?!"

"Well, Starlight and I were talking after the fight," continued Twilight. "And we had decided to make her the new Element of Loyalty." Everypony else agreed.

Rainbow Dash's jaw dropped. "N-N-New Element of Loyalty?" she whimpered.

"That's right!" said Starlight. "They even gave me my own brace that has my cutie mark!" And she presented the brace in shining detail.

"As you're no longer needed in our travels," said Twilight. "You're welcome to do you're own things. Be a Wonderbolt for life and not worry about the stress of saving Equestria." The others agreed and cheered for Rainbow Dash, but soon cheered even more for Starlight as they left Rainbow Dash to take in what she had witnessed.

There was worse to come.

"Crash!" came a familiar voice. "There you are!" And in flew in Spitfire.

"Hey, Spitfire." said Rainbow Dash gloomily.

"Why so down in the dumps, Crash?" asked Spitfire.

"My friends don't need me anymore." replied Rainbow Dash.

"That's a bit of a coincidence." said Spitfire. "Neither do we!"

"Wait--WHAT??!!” exclaimed Rainbow Dash.

"Sky Stinger did such a stellar job at breaking records on his own, we decided to make him an official Wonderbolt!" explained Spitfire.

"B-B-But what about me?" asked Rainbow Dash with a lump in her throat.

"That's the great part!" said Spitfire. "You're going to be teaching full time in our classrooms. So you're still technically one of us, just not really flying."

Rainbow Dash's feelings were beyond words.

"Well, gotta fly! See you tomorrow morning!" And Spitfire flew out the window. All Rainbow Dash could do was collapse to the floor, tears flooding her eyes. She was now of no use to anypony. Not her friends or the Wonderbolts. She was now just a teacher for new recruits. Then the Pony of Shadows got back on his feet and loomed over the broken Rainbow Dash.

Chapter 5: Face to Face At Last

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!

Chapter 6: My Brother, the Chessmaster

Starlight and Twilight stared in complete disbelief. Shooting Star, Starlight's brother and hero, was the Pony of Shadows. The one who released Discord and Tirek unto the world. The one who killed Twilight's friends and possibly thousands of others.

"It's been quite a long time, hasn't it, Starbright?" noted Shooting Star. "But you're still as naive and stupid as you were at fillyhood."

"How can this be?" asked Starlight. "What did you mean that I took everything away from you?"

"Before mom and dad conceived you, I had gotten everything I ever wanted or needed." answered Shooting Star. "I got the best spell books, all the best grades in magic school, great friends. I was on top of the world! Then, you came along." His voice toned down in disgust. "All my parents and friends would ever talk of 'how cute Starlight is!' and 'Starlight's got great potential!' All I ever heard was 'Starlight' this and 'Starlight' that and Starlight, Starlight, Starlight. You were always just so SUPER SPECIAL!!!”

Starlight felt hurt and guilty. "I...I never meant to rob you of all you loved, Star. I'm really sorry." she said, tearing up.

"Too many years too late, sis." replied Shooting Star. "And so, I figured I could take all that you had loved in return. You know all those spells I taught you? Well, most of those spells weren't even from public libraries."

"Then where'd you get them?" asked Twilight.

"You'd be amazed at how many places have back allies that have ponies willing to sell books with forbidden spells for the right price."

Starlight's stomach dropped. "For...forbidden spells?" she stammered.

"Mhmm. Killing spells, spells that can erase memories, and even spells that can remove somepony's cutie mark."

Starlight began to feel small.

"Of course, I never had the money to buy the books, so I just killed the sellers and took all the books for myself!" Shooting Star chuckled in delight.

"Just so you could model me into a monster like you?"

"And here's the best part!" went on Shooting Star. "When your best friend, Sunburst went on his way to the top classes in Canterlot, I went to see him off. He asked me how happy and proud of him you were of her and I told him that you were exceedingly proud. But I also told him not to write back for advice in spells as it would imply he wasn't as great as you thought him to be. He took it to heart and promised to pass his classes by himself and move to Canterlot to ensure that promise."

"But...but you told me that he said his cutie mark and great talent were an excuse to get away from our village and away from me because I was boring to him!" remembered Starlight.

"Starting to sense a pattern here?" teased Shooting Star.

"You...you lied to him! You lied to me!" accused Starlight.

"So what?" said Shooting Star. Everything else I taught you is true." The irony in those words hurt Starlight the worst.

"My theory was that everypony has evil in them, that they need the right motivation, and friendship is a meaningless concept that wears indefinitely over time." reminded Shooting Star. "And you were no different than the other ponies I persuaded after you left."

And Shooting Star told them how he managed to tell an overworking pony who got nothing in return to become a talent agent as they get rewarded with the best stuff for their work in stage building "so long as they don't get ticked off to the point of canceling the performer's schedule" and the pony who got bullied for her weird taste in bland food to become a food critic "since everypony agrees with what the best critics say." But his biggest accomplishment was with a unicorn named Moondancer."

"YOU DIDN'T!" gasped Twilight.

"I certainly did!" chuckled Shooting Star. "To be honest, though, it just happened by chance. I was walking along wondering who to test my theory on next when I overheard your Canterlot friends inviting you to her party. At first, I thought nothing of it, but I later stumbled across the party and saw how sad she was when you didn't come."

"Don't rub it in." snarked Twilight.

"Too late." laughed Shooting Star. "But it was then I knew she was the next perfect test subject. After she mentioned your name, I asked everypony in town where you were headed, claiming to be a next door neighbor wanting to wish you off. When I teleported to Ponyville and found you saying you don't care much for friends, I used a spell to record every moment you disregarded friendship and preferred solitude and studies over everything else."

Twilight blushed in great shame.

"And after your big ordeal with Nightmare Moon, I returned to Canterlot to find Moondancer." continues Star. "And when I did, I told her everything. She didn't like hearing you talking about how you preferred studies over friends, she didn't like it at all. After telling her you left her to live in Ponyville, I told her how books are the only friends she needs. After all, they tell you the truth, they're important for your life, and they never betray you or hurt you."

"So she became a reclusive shadow of my former self because of your philosophy..." Twilight's voice trailed away in disbelief and anger.

"And speaking of Nightmare Moon," added Star. "After you turned her back into Luna, I examined the pieces of her broken armor when they circled around me and accepted the evil inside me, thus providing me her powers and my new nickname, the Pony of Shadows. So that makes two things I should thank her for."

"Two things?" queried Starlight and Twilight.

"Giving me her powers and her being proof that even the most pure-hearted princesses could fall to their dark side. And from that day onward," Shooting Star continued. "I decided to have fun from time to time. One day I spread those vicious rumors about the zebra that moved to town. Another day, I decided to hide a parasite behind a rock as a surprise for Fluttershy. Then, there was the day I gave all those birthday presents to your pet dragon to see his greed grow stronger. Then there was the day I posed as a fan of Wind Rider to try and get rid of Rainbow Dash, the day I told Trixie about the alicorn amulet, the day i told Appleloosa the Troubleshoes was an outlaw, those were good times."

Twilight was aghast. "So those powerful enemies, disasters, and friendship problems...they were all because of YOU?"

"Most of them, except for Sombra." said Shooting Star. "But at least I turned his horn into more magic for me. And for all those moments I didn't get involved in, I watched your journeys to see your strengths and weakness."

"The brother I knew as the one who looked out for me, supported me, gave me good advice. He was nothing but a lying monster." said Starlight in anguish. "And I was just his pawn to mold to become like him."

"Life stinks, doesn't it?" snarked Shooting Star. "And how did I avoid getting caught, you might ask?" He paused impressively. "Whenever I got spotted, I just wiped their memories of our encounter and disappeared without a trace!"

That did it. Starlight heard enough. She at last found her motivation. "I made the mistake of listening to your bad advice and become a dictator. Now, I'm going to fix my mistake!" She roared and kept at her brother, ready to pummel him.

Chapter 7: A Glimpse of Reality

Starlight tackled her brother to the ground. Shooting Star pushed her off and soon an all-out energy blast fight was in progress.

"Bring back memories?" mocked Shooting Star.

"Yes! And all because of YOU!!” roared back Starlight and blasted him through three walls.

Shooting Star emerged from the rubble and charged at Starlight deflecting every blast age shot at him. He punched her though some pillars and into a corner. He was slowly approaching her, preparing to finish her off, when...

"STOP!!" called a voice. It seemed to come from nowhere, but Twilight recognized it instantly.

"Princess Celestia!" she called out. "Where are you?"

"Finally woke up, eh, sleeping beauty?" snarked Shooting Star. He then lifted an invisibility spell that was keeping a caged Princess Celestia out of sight.

"Release me, this instant!" demanded Celestia.

"Not a hope!" replied Shooting Star. "That cage is impervious to every spell an alicorn could use to break out."

Twilight tried to blast Celestia out, but it only bounced off and hit her instead. Shooting Star laughed as Twilight stood up and shook off the pain.

"Why do you insist on spreading misery to everypony you meet?" asked Celestia.

"Because," explained Shooting Star. "I want to show them the world's dark side. Its true self."

"What are you talking about?" quizzed Twilight.

Shooting Star then cast a fantasy projection spell. Everywhere, ponies were at war with other creatures. Sometimes, even other ponies. Many bodies could be seen everywhere on the ground.

"Name a race in Equestria or even the world whose history isn't smeared with war, atrocities, or ambitions for rule and dominance." said Shooting Star.

Everypony was in shock at what they were seeing. Princess Celestia was close to tears as in the past, she had seen war and was not pleased by it.

"This is reality." continued Shooting Star. "Everyone and everything has a giant desire that leads them to becoming evil. They'll do anything they can to get what they want with the right motivation." He presently cancelled the projection.

"But that's only in the past!" insisted Twilight.

"Twilight has shown me that things have gotten much more peaceful with time!" added Starlight.

"But has she shown you this?" asked her brother and cast another projection.

Starlight's blood ran cold. Tens of forlorn and ragged ponies walked through a rotting village. The sky was dark and grey. A house crumbled to the ground. Crying colts could be heard.

"These poor souls have nothing but sadness, hunger, and poverty to live with." explained Shooting Star. "Nopony, not even the richest pony helps them because of their own selfish ambitions. This often leads to misshapen and malnourished children. Some of these ponies are so desperate for food and money, they become savages."

At that moment, a homeless pony with a crazed look in his eye growled at a healthy-looking passerby and leapt at him ready to take anything he had. Shooting Star cancelled this projection as well.

Twilight was shaken up as what she saw. She began to weep. Starlight didn't know what to think. She completely lost her voice.

"Don't listen to him, Twilight!" pleaded Celestia. "He's trying to break your spirit!"

"Shut up, old mare!" barked Shooting Star. "Even you can't deny what I've shown you is fact!"

Celestia sighed. "It is true." she admitted. "I have seen the ugly side of the world and I do not approve of it."

"Then don't deny what is real." said Shooting Star. "I'm here to open your eyes, Twilight."

Twilight wiped her tears away. "Wh-what?"

"You've got the potential to change the world. You've managed to surpass Celestia even before you became a princess. But you need to abandon your morals. You can start by destroying me."

"D-destroy you?" asked Twilight. "But why--?”

"I caused nearly every catastrophe you've encountered." interrupted Shooting Star. "I managed to rob you of your home by releasing Tirek. I'm wanting to destroy everything to ensure there is no more suffering, even if it means destroying myself. So come to your senses. Destroy the monster that robbed you of everything."

"I....I...." quivered Twilight.

"Perhaps you need a more proper motivation." Shooting Star's horn lit up. Celestia strained and groaned in pain. All of her magic was forced out of her horn and formed into a giant glowing ball. She collapsed inside her cage.

"Princess Celestia!" cried Twilight.

Shooting Star then forced Celestia's magic into Twilight. She strained at the massive magic surging into her. She nearly collapsed herself.

Princess Celestia slowly stood up. "P-p-please, n-no more..." she begged weakly.

Shooting Star then zapped a beam of purple light and black lightning at the weakened Celestia. The purple energy lit up the castle. Black lightning surged all over her as she screamed in agony.

"NNNOOOOOOOOOO!!!!” screamed Twilight.

The light faded. Princess Celestia was a grey statue, her face frozen in an agonizing scream. Starlight gasped in horror. Suddenly, the statue crumbled to dust from her horn to her hooves. All that was left in the rubble was Celestia's golden tiara. It rolled out of the cage and stopped by Shooting Star's left hoof

"There." said Shooting Star. "Now you truly have nothing to hold you back." He chuckled evilly as he crushed the tiara with his hoof.

Twilight looked at the ashes of her mentor and then to Shooting Star. Her eyes went from a lovely purple to an angry red. She charged up her horn, ready to blast Shooting Star into oblivion.