My Little Pony and the Wolves of Imperiacus

Chapters

Do you believe in the Guardians?
The Rise of Lord Bloodfang
The Invasion has Begun
The Attack of the Nightwalkers
The Journey Begins
Through the Buffalo Village
The Heart of the Crystal Empire
The Dangerous Land of Mortarn
Makara the GateKeeper
Captured!
Saving Twilight
The Wrath of Lord Bloodfang
The Dark Lord Strikes
The Great Escape
Storm of the Sea
The Land of Imperiacus
Welcome to Wolftopia!
Prologue
The Cutie Mark Crusaders Adventure
Ponyville's Resistance

Do you believe in the Guardians?

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The Rise of Lord Bloodfang

At the road towards the Everfree Forest, Twilight was just about to reached the entrance until she was stopped by Spike as he appeared in her way. "TWILIGHT! STOP!"

Twilight made a breaking stop barely missing Spike for about an inch from hitting him. "Out of my way, Spike!"

"No! I know what you are planning to do! You're going to find Bloodfang, are you?!" Spike yelled.

"You bet I am, Spike. I am going to settle this once and for all." Twilight replied.

"No! You can't, Twilight! I won't let you!" Spike begged.

"Give it a rest, Spike." Twilight pushed Spike aside and continued walking toward the forest. Spike then grabbed her by the tail trying to keep her from entering. "No! Twilight, Stop! Twilight, please!"

"Would you stop that, Spike!" Twilight annoyed.

"But, this is dangerous!" Spike said while still pulling her tail.

Twilight stopped and turned back to Spike. "Spike, you've been in the Everfree Forest a couple of times before. Why are you starting to feel scared now?"

"That was until I've read that Bloodfang was buried here." Spike said.

Twilight rolled her eyes. "Oh Please."

Twilight turned around and continued walking up the path. Spike then rushed in her way, trying to convince her to stop. "Twilight, do you know why it is called the Everfree Forest? Do you know why there are so many bad things happening in there?"

"Not really." Twilight said uninterested.

"Because of Bloodfang! Back then, this was a normal forest. But when Bloodfang was defeated and buried here, nothing good ever grown here again." Spike shouted in panic.

"That's interesting." Twilight said in sarcasm.

Spike grabbed Twilight's face and pulled it close to his. "That's what I am saying, Twilight! Bloodfang was the seed of this forest!"

Twilight pushed Spike away from her face. "You see, this is why I need to do this. Those stupid stories are turning you into a fool."

"A fool?" Spike shocked.

"That's right! Not just you, it's turning everypony here even crazier fools. Well, I am going to make it right. I am going into that forest and there's nothing you can do to stop me." Twilight said.

After ignoring Spike's warning, Twilight marched into the Everfree Forest. Spike knew she was right. Spike can't do anything about it. So, what does he do…. he just followed her. "TWILIGHT! WAIT UP!"

After walking miles into the forest, Twilight and Spike walked slowly and carefully. After all, this was the Everfree Forest. After walking and walking, Twilight asked Spike for directions. "Okay, Spike. Tell me, are we close?"

Spike looked back into his book and began reading it like a map. "Umm…. Well, it said in the book, there should a scary looking tree nearby. That will be a sign if he's near."

After reading it out to her, Twilight stopped ahead, Spike on the other hand; still focusing on his book, he bumped into Twilight's behind and fell to the ground. "Ow! What's wrong?"

Spike got back up and looked at the direction that Twilight was looking at; Spike dropped his book in shock after seeing this.

"I assume that's it." Twilight said with a squealed voice.

Ahead of them, was an old scary-looking tree, it has black dead trunk with a frightening image of a face, no leafs, and branches look like arms and sharp hands. Spike panicked and realized he has just about enough adventures. "Twilight, there! There's your prove! Now, can we leave now?"

As soon, as Spike was just about to leave, Twilight picked him up with her magic horn. "Not yet. We still need to find that cave."

Twilight put Spike down on the ground and kept on walking; Spike got up and followed her while shaking in fear. They move through yet another part of the forest, Twilight again leading the advance. She looked ahead. "Look! That must be it."

Through the overgrown fronds, a tumbled stone cave stand in the clearing just ahead. Spike yelped in fear. "Okay, you've found it. Now, let's get out of here!"

"Sorry, Spike. We don't want to keep Bloodfang waiting now, do we?" Twilight said in sarcasm.

Twilight walked ahead leaving the frightened Spike behind. "Come on, Spike!"

Spike went on, as they got closer to the cave, the sky was starting getting cloudy, and the sunlight disappeared with nothing but shade. It's like mother nature was giving them a sign of beware. Twilight and Spike entered the cave, but it was too dark to see, so Twilight used her horn as a glowing light. "Be very careful, Spike. The ground is full of sharp rocks."

Twilight and Spike jumped around to avoid the small sharp rocks sticking out from the floor. They walked deeper until they reached at the end of the cave. "Hmmm…. we're here and I don't see Bloodfang or his coffin."

"Maybe…. it's….. better….. off…" Spike said while shivering in fear.

"Oh Bloodfang! Come out! Come out! Come out! Wherever you are!" Twilight joked by calling out in a loud voice.

"Twilight! Don't!" Spike panicked.

"There's a unicorn and a baby dragon here! You better come out and get us!" Twilight snickered.

"STOP!" Spike yelled.

"Ohhhhhh, he'll probably such out our souls." Twilight said in a spooky tone.

"I'M BEGGING YOU!" Spike cried in tears.

Twilight laughed. "Oh, come on Spike, it just a joke."

"THAT'S NOT FUNNY, TWILIGHT! CAN WE PLEASE GO NOW!" Spike shouted desperately.

Twilight giggled for a bit and rolled her eyes. "Sorry, I know it's not nice to gloat and all but... AHA! I told you there was nothing to worry about and I was right. I knew it was all a lie. The Guardians, yeah right. I knew there's no such thing."

"Okay you finally prove it, Twilight. Now please, let's get out of here!" Spike said while still shriving in fear.

"This proves exactly my theory." Twilight suggested as she kept blabbing out her theories.

But then, Spike heard something deep inside the cave. He raised his ear to get a clearer sound.

"Sometimes, it is hard to be a unicorn who knows everything. But I guess it will be all deserve in the end." Twilight teased her words.

Spike can hear it getting louder and louder. "Ummm… Twilight?" He whispered to the gloating unicorn.

Twilight was lost in her words, not paying any attention to what Spike was saying. "I can't wait to tell my friends and all the ponies down in Ponyville and rub it in their faces."

"TWILIGHT!?" Spike shouted.

Twilight snapped out of it. "What?!"

Twilight paused for a second and started to hear it too. Twilight and Spike looked behind and saw a large group of waking bats flying all over the cave. Twilight and Spike screamed in terror as the bats swarm around them. "Ahhhhhhhhhhhhhhhhhhhhh"

Twilight ducked down with her hooves covering her head while Spike was running and panicking. "Ahhhhhhhhh…. NO! GET AWAY FROM ME, YOU NIGHTWALKERS! Ahhhhhhhhhhhhh"

Spike was in such a panic, running back and forth, he didn't realize he accidentally stepped on a small sharp rock on his left foot. "OW!"

For a few seconds, all the bats flew out of the cave. Twilight got up in relieve. "Don't worry, Spike. It was just a bunch of normal bats."

Twilight received no response. "Spike?"

Twilight looked back and saw that Spike was sitting on the ground with blood dripping out on his left foot. She gasped and run to him. "Spike!"

"Are you okay?" Twilight worried.

"Am I bleeding?" Spike said in pain while holding out his leg.

"Let see." Twilight looked at Spike's bloody foot, examining the injury. Twilight saw that there was a small sharp rock still lodged in his foot. Twilight use her magic and removed the rock out. When she did, more blood squirted out. "OW!"

"Ohhhh… I'm sorry, Spike. Come on, we can go home now." Twilight picked up Spike with her magic and placed him on her back.

"Good, because, I'll never come here again." Spike breathing a sigh of relief, but trying not to sound too relieved.

Twilight finally walked out of the cave and head on home. "Are you still frightened, Spike? I just proved to you once and for all that there is nothing to worry about. Bloodfang is not there, because he never exists….." Twilight's voice of lecturing slowly faded as they walked farther away from the cave and into the forest.

Back inside the cave something was about to happen. On the ground, there was still Spike's spilled blood over the floor. Outside, the sun broke through the clouds, giving the cave lighter to see. As the sun shined brighter, the entire ground was shining by the color of silver. Twilight and Spike really didn't realized they were walking on it the whole time. It turned out the ground was the coffin all along. As for the spilled blood on the floor, it starting to disappear, being suck from underground. When all of the blood was drained, a moment of silence came across. And then, a sound of a spooky heartbeat can be heard through the dirt.

Ba-Bump, Ba-Bump, Ba-Bump, Ba-Bump, Ba-Bump, Ba-Bump, Ba-Bump…

Later that night… the dinner festival was finally opened, and many ponies are ready for an amazing night. In a gorgeous park in the center of Ponyville, music playing, lights were spinning. Ponies' dancing and drinking.

Outside of the party came Twilight and Spike. "So, how's the foot, Spike?"

"I'll manage." Spike said with a forced smile while rubbing his left foot which was covered in bandages.

Crack! Sizzle! Twilight and Spike looked up as "Happy Guardian Day" fireworks burst over the party. "Huh?"

Spike thought for a moment and remembered that there was something important for tonight. "Oh right, the feast! We totally forgot about the feast!"

Twilight thought to herself and smiled. "Which means… everypony in Ponyville will be there, including my friends."

"Huh?" Spike confused.

Twilight snickered. "Perfect. It's time to let the truth out. Let's go, Spike. We have a dinner party to go to."

Back at the party, there are ice sculptures of wolves in armor and dancing a giant buffet table filled with cakes, cupcakes, juice punch, and lot's of sugary treats. Everypony was invited, scene showed Mr. and Mrs. Cake giving out all the cakes and goodies at the serving table with their babies in Guardian baby suits, DJ PON-3 in charge of playing the music for the party, Shining Armor and Princess Cadance dancing on the dance floor, even Trixie was there and she was just showing off herself as usual. All the main ponies walked through the party, all happy and having fun.

"Best party ever!" Rainbow Dash called out.

"Oh, yes. It is." Fluttershy answered.

"I am having a marvelous time." Rarity said sweetly.

"Looked like some ponies is havin' more fun than the rest of us." Applejack said as she turned to the desert table.

The pony eating across the table that was full of sweets was Pinkie Pie. "Mmmmmmm…. chocolate candy goodness!"

The ponies laughed with Pinkie Pie in her usual way. At the party entrance came Twilight and Spike walking toward Applejack and the others.

"Twilight! Well I'll be a hooves on my monkey's uncle, you two made it." Applejack greeted.

"I sure did, Applejack. And there is something I got to tell you, to all of you that is." Twilight said with a sinister smile.

"Well, can it wait? The Princesses will be here soon and after that they'll start the play. Apple Bloom will be in it." Applejack said.

"But….." Twilight tried to talk to them but she was kept getting cut off.

"Oh, stop with all the yap, yap, just enjoy the party." Rainbow Dash interrupted while pouring a cup of fruit punch. "Here, have some punch."

Rainbow Dash gave Twilight a cup of punch, Twilight decided just a little drink won't hurt. When she was about to drink the juice, a familiar pony head with horns popped out from the cup and faced Twilight. "Well hello, Twilight!"

"Aaahhhhhhhhhh." Twilight screamed

She dropped the cup on the ground and it transformed into Discord. "Enjoying the party, I see."

"Discord!?" Twilight surprised.

"What are you doing here?" Rainbow Dash demanded.

"Oh, just trying to have fun just like the rest of the ponies….." Discord said with a grin.

Discord disappeared and reappeared in a cap, a white t-shirt with a Guardian symbol painted on, a small flag in his left hand, and a number-one glove in his right. "….Get into the holiday spirit, of course. GO GUARDIANS!"

Applejack shocked that she's heard it from somepony like Discord. "Wait, you're also a fan, too."

Rainbow Dash face to face with Discord. "You don't look like a Guardian-fan type."

"Obviously not." Rarity agreed.

"Are you sure you're not just here to start trouble, are you?" Applejack said suspicious.

"Oh I see, you ponies still don't trust me, do you? Well, I honestly say I can't blame you ponies. After all the fun things we have done in the past." Discord said while returning back to his normal self.

All the ponies gave Discord a suspicious look.

"Just because I am the master of chaos, doesn't mean I can't have heroes too. Although I have to admit….." Discord said snapping his fingers.

Discord disappeared and reappeared again, only this time with his arms as his legs and his leg as his arms. "…Those books have really turned my life upside down."

Fluttershy flew next to Discord trying to explain it with her friends. "Actually, I've invited him over. I know that Discord may have a bad reputation in the past, so I figure if he comes to the party, and show his true kind-self. He might be able to make some new friends here." She turned to Discord. "Right, Discord?"

"Why of course, Fluttershy. I mean, after all I'm a new Discord now." Discord disappeared again, and reappeared behind everypony with a white angel dress with a glowing halo on top of his head. "I'm now using my magic for good instead of evil…. Mostly." Discord said as he whispered the last part.

Discord returned to his normal self and reappeared next to Fluttershy.

"Well I believe you….. friend." Fluttershy accepted.

"Why thank you, Fluttershy…. I mean, friend." Discord said while hugging Fluttershy.

Discord looked at the corner and spotted something interesting. "Oh look! Nachos!"

Finally, Discord disappeared, leaving Fluttershy smiling, she turned around and saw Spike with a bandage on his left foot. "Oh dear! What happened to Spike!?"

"Oh um…. we had a little accident." Twilight laughed nervously.

Fluttershy zipped in and cradled Spike in her front hooves. "Oh you poor dear, you look hurt."

"Don't worry. I'm okay." Spike embarrassed.

All the ponies can see through him, Applejack knew there was something going on.

"Twilight? Mind tellin' me what in the hay is going on here?" Applejack concerned.

"Well, I should just tell you girls right now." Twilight said with excitement.

Everypony gathered in front of Twilight ready to hear what she has about to say. "Well, you see, I have discovered that….."

But she was interrupted again, but this time it was Mayor Mare, who was standing on stage with lights and drum roll. "Fillies and Gentlecolts, as Mayor of Ponyville, it is my great pleasure to announce the ending of the National Guardian Day!"

The party guest cheered in excitement as they formed a huge crowd next to the stage.

"It is my great honor to introduce to you to the rulers of our land, the very ponies who gives us the Sun and the Moon each and every day, the goods, the wises, the bringers of harmony to all of Equestria... Princess Celestia and Princess Luna." Mayor Mare pointed at Princess Celestia and Princess Luna as they appeared on stage in front of all their subjects.

Back to Twilight's friends caught the exciting attention and ran into the crowd, leaving Twilight alone. "Wait, I didn't finish..." Twilight grunted in frustration and decided to go along with the crowd.

"Thank you, Thank you, Thank you. As your Princesses, we are much honored to have you all welcome to this night ceremony." Princess Celestia said to her subjects.

All the ponies were cheering and applauding for their Princesses. Princess Luna then stepped up in front and faced the audience. "As your Princess of the Night, I hoped all of you enjoy this special evening."

More cheering from the crowd, along with Applejack, Rainbow Dash, Fluttershy, Pinkie Pie, and Rarity.

"And so, for the main event, the final act of this dinner festival, we will be showing you a theater performance, we saved the best for last. I present to you the Director, Miss. Cheerilee." Princess Celestia introduced.

The Princesses flew away from the stage, behind them was a theater set where Miss. Cheerilee walked out of the red curtains and faced the audience. "Good evening, everypony. I am Miss. Cheerilee, teacher of the Ponyville Schoolhouse."

The ponies made general stomping of hooves, as the pony equivalent of applause.

"As teacher, I would like to present to you all our school play, reenactment of Equestria's favorite story…. "The Wolves of Imperiacus"!" Cheerilee walked out as the light flashed on the stage, the audience quiet down, then the velvet curtains opened showing a painted Equestria-like setting with hovering cardboard cutout clouds hang on top of the stage. On stage showed Diamond Tiara dressed up as Princess Celestia and Silver Spoon dressed up as Princess Luna. Behind them are two fillies dressed up as ancient-times subjects.

"Oh, how vow, how do we have suffered for this day. How have I suffered to protect my loyal subjects from harm? Oh, the pain of our darkest hour. What will happen to us as we seek but nothingness?" Diamond Tiara acting.

"Equestria has been taken over by the vicious Nightwalkers." Silver Spoon said by faking scared.

"Oh dear, no." Diamond Tiara faked gasped.

"My Princesses. What do we do? How can we be free?" Filly 1 said behind Diamond Tiara.

"The Nightwalkers are too strong and too evil for us to beat." Filly 2 said while bowing down to Diamond Tiara.

"Fear not my subjects, I will do what I can to save Equestria." Diamond Tiara said.

Then at the left corner, three little fillies dressed up as bats with one wearing a cardboard crown came on stage.

"We are the Nightwalkers!" Bat with Crown said.

"Oh no, it is the Nightwalkers and their leader Lord Bloodfang." Diamond Tiara and Silver Spoon fake gasped.

The Crowd booed at the arriving Nightwalkers that came on stage.

"Grrrrr…. I am evil…. grrrrr…. your days are numbered Princesses. Now bow down to your new Lord and Master." Bat with Crown said fake growling.

"Ohhhhh... What do we do, sister?" Silver Spoon said while hiding behind Diamond Tiara.

"Ohhhhh… Who can save us in our time of need?" Diamond Tiara raised her hoof over her head.

Then a voice came from the right corner of the stage. "Don't worry, we'll save you."

Seven colts dressed up as wolves in yellow painted armor came on stage. Featherweight dressed up as Prince Eclipso, along with Snip and Snail and four others dressed up as Guardians.

"Prince Eclipso and his six Guardians!" Diamond Tiara and Silver Spoon fake gasp together.

Featherweight stepped in front of Diamond Tiara to protect her from the three Nightwalkers. "Bloodfang! Leave this peaceful land alone or suffer the consequences."

The applause cheered for the heroics entrance for the Guardians

"You dare challenge me, Eclipso. You dare face me and my Nightwalkers." Bat with Crown growled.

"Leave the ponies alone, your fight is with us." Featherweight said while he charged at the three Nightwalkers.

The colts charged the fillies in the bat suits, as all the audience cheered in excitement, except for Twilight who was snickering in embarrassment. "Wow, this is so lame, right Spike."

Spike on the other hand was enjoying the play; he shoved his finger on her lips, telling her to be quiet. "Shhhhhhh… Keep it down, Twilight. This is the best part."

Back to the play, the fillies in bat suits are faced down on the ground with all the colts standing on top of them, a sign of victory.

"The Legendary War is over! Victory is our!" Featherweight said.

Diamond Tiara walked to Featherweight and kissed him on the cheek. "Oh Prince Eclipso, how could we ever thank you for saving Equestria?"

Featherweight didn't say anything he's mind got lost from the kiss. Diamond Tiara slapped him on the head, making him focused back to reality.

"No need, my Princess. It is our duty to protect the entire Earth's subjects from harm's way. Because we are the Guardians." Featherweight blushed in embarrassment.

Wild applause from the crowd as the curtain closed, ending the play. Cheerilee walked back on stage and thank the audience for watching. "Give them a round of applause, everypony!"

The audiences cheered louder for their enjoyment of the play. The Princess Celestia and Princess Luna were giggling in embarrassment.

"Sister, that didn't really happened." Princess Luna whispered while giggling.

"Shhh….. Let them just enjoy it, sister." Princess Celestia whispered back as she smiled.

Behind the curtains, everypony were getting undressed. The three fillies in the bat suits took off their mask. They happened to be Apple Bloom, Scootaloo, and Sweetie Belle.

"Wow, that was embarrassing." Scootaloo said while taking off her bat costume.

"So much for getting our cutie marks in acting." Sweetie Belle lowered her head in defeat.

Apple Bloom took her bat mask with the crown off and threw it to the ground. "It's not fair! The only reason why Diamond Tiara plays the Princess it's because her dad funded this school play."

"Well, at least they love the play." Scootaloo said.

"I figure we didn't do so badly." Sweetie Belle said with encouragement.

"So, how come we feel so left out?" Apple Bloom frowned.

"Well, well if it isn't the three Nightwalkers." Diamond Tiara and Silver Spoon walked toward the Cutie Mark Crusaders with an insult. "Shouldn't you three be out of here by now?"

"Yeah, Prince Eclipso said so." Silver Spoon snickered.

Diamond Tiara and Silver Spoon laughed coldly at them. Apple Bloom was being offended and stood up for herself. "Hey, what's the big idea?!"

"Enjoying my right as the star of the show, of course. Do you have a problem with that?" Diamond Tiara said.

"Star of the show?" Sweetie Belle spatted.

"You are not the star. Featherweight is. He was playing Prince Eclipso." Scootaloo shouted.

"Featherweight? Oh please. Nobody wants to see him. Besides, Prince Eclipso is a fake anyway." Silver Spoon burped.

"No, he not! He's real! They're all real!" Apple Bloom gasped.

Diamond Tiara laughed at Apple Bloom. "Yeah right. We all know the real reason why everypony enjoyed the play is because of me. I played Princess Celestia and I did better than the Princess herself too."

Apple Bloom gasped in shock. "You can never outdo the Princess! Ever!"

"I doubted." Silver Spoon laughed.

"See around, Blank Flanks!" Diamond Tiara and Silver Spoon walked away laughing, leaving the Cutie Mark Crusaders with their feelings hurt.

"Come on, girls. Let's go." Apple Bloom signed in depression.

The Cutie Mark Crusaders walked out of stage only to meet their friends who are waiting for them.

"Apple Bloom!" Applejack called out to her little sister.

"Oh, hey Applejack. Did y'all saw us?" Apple Bloom said in an ashamed tone.

"Yes, and you three were great." Rarity said.

"Yeah, but we were playing as Nightwalkers." Sweetie Belle explained.

Rarity hugged Sweetie Belle for support. "Oh, that doesn't matter to us, even though you have to wear those awful clothing." Rarity shivered in disgust. "But you still did a great job."

Rainbow Dash patted Scootaloo on the back. "Yeah, you girls didn't do anything wrong."

"Really, Rainbow Dash?" Scootaloo asked.

Applejack places her hooves on Apple Bloom's chin and given her a chin up. "Do you believe in the Guardians?"

"Of course, we do." Apple Bloom smiled.

"Then I'm sure the Guardians will be happy to see y'all three part of this important play." Applejack said while hugging her.

"All that matters is that you were part of a legendary play, honoring the Guardian's name." Rainbow Dash nudged and winked.

The Cutie Mark Crusaders smiled a little, feeling a little better now. Sweetie Belle walked up to Twilight and asks her the same question. "What about you, Twilight. Did we really do great for honoring the Guardians, too?"

Twilight thought for a moment, she saw their faces and they were a bit happy but also sad, those cute face were stopping her from blabbing out the truth. She didn't want to tell them no matter how much she wanted to. "Um… yes, ha, yes you did."

"Alright!" Apple Bloom, Sweetie Belle, and Scootaloo cheered.

Twilight saw how happy they are, having great hopes with this whole Guardian stuff. Twilight was now feeling very guilty that she has to tell them the truth. While everypony was too busy talking to each other, she went walking alone through the crowd thinking what to do; ahead she saw Princess Celestia and Princess Luna. Twilight smiled and rushed to the Princesses. "Princess Celestia, Princess Luna."

"Twilight, my star student. How are things going here in Ponyville?" Princess Celestia greeted.

"Great, Princess Celestia." Twilight said.

Princess Luna came to Twilight. "It's good seeing you again, Twilight."

"Me too, Princess Luna." Twilight said.

Princess Luna decided to give them a little space. "I'll give you time along."

Princess Luna left the scene. Giving Twilight and Princess Celestia what they needed.

"Princess, can we talk?" Twilight asked.

"Of course, Twilight." Princess Celestia said.

Twilight took a few seconds to think; she faced the Princess and signed. "Princess, I know that everypony here is all wrapped up about this whole holiday stuff. But, can I ask you this... Do you believe in this whole Guardian thing?"

Princess Celestia giggled. "Now, what kind of question is that?"

Twilight lowered her head in ashamed. "I'm just saying is that…."

Twilight stopped when Celestia placed her wing on her shoulder. "Twilight, you don't have to believe to have a fun time. Believing in the Guardians helps the ponies believe in others, they can't see with their own eyes. It helps them give faith."

"Even it's a lie?" Twilight added.

Princess Celestia gestured to all the ponies at the party. "Look around you, Twilight. Look at all these ponies. All these ponies are enjoying this wonderful night, because they believe in them. Their hearts are filled with love and happiness. And why not let their imagination give them hope, rather than seeing it with their own eyes."

"I-I never thought of that." Twilight realized while smiling.

"You do now, Twilight." Princess Celestia said with a smile.

Then one of the Royal Guards came to Princess Celestia, and whispered to her.

"Zecora wants to see me?" Princess Celestia asked.

The Royal Guard nodded his head. Princess Celestia looked back at Twilight. "I'll have to leave you alone for now, Royal Duties."

"Thank you, Princess Celestia." Twilight smiled.

"My pleasure, Twilight. Please enjoy the party and have fun with your friends." Princess Celestia then walked away, leaving Twilight with a big smile on her face. Behind her, Shining Armor and all of her friends approached her.

"Twilight, you finally came!" Shining Armor called to her.

"We were afraid you won't make it." Princess Cadance said.

"That's okay." Twilight smiled in happiness, she knew what to do thanks to her Princess advice.

Applejack thought for a second and remembered something. "Oh, sorry, Twilight, we were so busy havin' fun, we forgot to listen what you have to say."

"What?" Twilight realized. "Oh that."

"Come on, Twilight. What is it?" Rainbow Dash asked.

"Is it something important?" Fluttershy little worried.

"Does this have something to do with the Guardians?" Rarity questioned.

"Is this a good thing?" Pinkie Pie said with a frown.

Twilight smiled back, knowing what she has to say. "Nope, nothing. Everything is perfect. All I was going to say was that I've finally believe too."

"Really, Twilight?" Applejack gasped in surprised.

"You finally believe in the Guardians!" Fluttershy smiled.

"You bet I do, Happy Guardian Day, everypony." Twilight giggled.

"Happy Guardian Day, Twilight." All the ponies made a group hug. They broke apart and let Twilight walked to her brother.

"Happy Guardian Day, Twilight." Shining Armor said.

"Happy Guardian Day, B.B.B.F.F" Twilight said to Shining Armor and hugged him. Spike looked at Twilight while she's hugging her brother and gave her a thumb up, knowing she did the right thing. The party continued on for the rest of the night. Now, everypony was dancing, feasting and having fun. Spike was enjoying eating all the snacks on the table, Apple Bloom, Scootaloo, and Sweetie Belle are having fun talking to Miss. Cheerilee, Discord was cooling off at the punch bowl like a hot tub, Shining Armor and Princess Cadance continuing dancing on the dance floor along the Twilight and her friends dancing around them. Now the party continued with a happy ending as fireworks light up at the night.

Back at Twilight's home…

"Dear Princess Celestia"

"I have learned that happiness is all you to need to believe in. It doesn't matter if it's real or not. All that matters is that it can give faith and hope to all the ponies who believe in them, no matter how ridiculous it is. Just because you don't believe something, doesn't mean everyone else has too. It can break their spirits. And that spirit can give out the best of them as the stories said, even it is the story you don't believe in."

"From your faithful student, Twilight Sparkle"

Twilight finished her report with a smile, happy that she achieved her lesson for today. She blew off her candles and walked towards the sleeping Spike, who was cuddling with his Guardian book in his little bed. She giggled and moved on to her pet owl. "Can you report this to Princess Celestia?"

"Hoo! Hoo!" Owlowiscious took the letter and left, Twilight gazed out the window where Owlowiscious flew out and stared at the sparkling Moon. Realizing that today was a great day for Equestria, for her friends, and herself as well. The Moon was bright in the night sky. As everypony are sleeping tight in their homes. At Sweet Apple Acres, Applejack was sleeping peacefully as well as Apple Bloom sleeping with a stuffed Prince Eclipso doll on her side, same as Rainbow Dash, Fluttershy, Pinkie Pie, and Rarity. All sleeping peacefully in the beautiful night.

But Ponyville was not the only place that the Moon was shining at. Back at the Everfree Forest, at the stone cave, a bright red light was glowing inside. Zooming inside the cave, setting at the horizon on a pile of dug up dirt, the silver coffin hovered itself in midair. As it stopped, the coffin door cracked.

CRACK!!!

The door busted open and what came out was a pile of bat-like skeletons. Scattering on the floor, the bones came to life and started to assembling itself. When it was complete, the skeleton began to move. Getting up like a zombie that came to life. Pulled itself up and stared at its hands, regaining its vision. "I'm…. alive… I'm… free….. free…."

The skeleton skull began to glow with burning red eyes.

"FREE!" Screamed with joy, the shadows around the cave came to life and transformed itself into a huge dark mist. Gathering and swimming around the living skeleton, reanimating it.

The dark shadows was covering around the bones forming it to be its skin along with metal armor over it, glowing bright red around its eyes and mouth, high squeaky voice changing into loud and frightening, and his dark powers returning to his body. Lord Bloodfang has been reborn. Alive and completed. Bloodfang took the final step of his return. He took a deep breath and blast out a huge red fire energy right out of its mouth. Blowing up the rooftop of the cave, Bloodfang flew out and escaped into the night, laughing maniacally.

HAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA….

Author's Note

What will happen next now that the evil Lord Bloodfang has returned? What will happen to Equestria? Please review. If you wish to see the picture for the Guardian Wolves and the Nightwalkers, go to Deviantart with commander369.

The Invasion has Begun

At the Canterlot Castle, Princess Celestia was sitting on her throne, sipping on a cup of tea while reading Twilight's report that she just received. The more she read, the more impressed she got from her top student's report. After finish reading it, she rolled up Twilight's letter and tied a ribbon around it. She got up from her throne and walked to Philomena, her Phoenix pet. "Ah, Philomena, my pet. Can you give this him?"

Philomena let out a happy little cry and took Twilight's letter from Celestia. "And make sure he reads this one."

Philomena nodded in acceptance and took off. Princess Celestia watched and followed her pet flew out through the balcony. Outside, the Princess saw Philomena souring into the stars and disappear with a flash. Behind her, her little sister, the Princess of the night: Princess Luna walked next her elder sister and stand with her, watching the stars with her. "Another report from Twilight, sister?"

"Yes, another successful lesson she had learned about friendship." Princess Celestia said smiling at her sister.

"Have you sent it to him yet?" Princess Luna asked.

"I've already had." Princess Celestia said with a smile on her face. "Philomena is on her way to sent it to him."

"Do you think he'll be impressed when he reads Twilight's report?" Princess Luna asked.

"He always does." Princess Celestia answered.

The two sisters gazed at the beautiful stars as they twinkle in the night. "It'll sure be nice to see him again." Princess Luna said with a smile in her face.

Princess Celestia looked back to her little sister. "We will see him again. Someday."

The two Princesses smiled at each other. But then, their smiles disappeared into serious looks when they felt a strong wind coming in.

"I am sensing a dark power out there, sister." Princess Luna said in a worried tone.

"I know, sister." Princess Celestia agreed.

"This dark power is very familiar, we have felt this before." Princess Luna wondered with fear.

"You're right." Princess Celestia said as she watched the storm continuing covering up the night.

"Do you fear it's him?" Princess Luna said while feeling scared.

Princess Celestia showed an expression of fear, but tried to remain strong. "I don't know, sister. I don't know. All I know is that there is a storm coming. And if it is who we fear, then we better be ready. I've already have everything prepared for them."

"But sister, the eclipse! After tonight, there will be only three days left." Princess Luna cried out. "Do you think they'll make it?"

Princess Celestia said nothing. Princess Luna lowered her head and gave a frighten face as tears fall from her closed eyes. Princess Celestia placed her wing on Luna's shoulder, giving her hope. "Believe in them, sister. Believe in their magic, Believe in their friendship." The two Princesses remained at the balcony, continuing staring at the stars as the storm coming closer.

A lightning was striking in the stormy night somewhere in the field of giant black icy mountains. Inside one of the mountain, lied a dark cave with billions of shadowy figures, hanging upside down, and nesting together in a long hibernation sleep. A low creepy tone voice was heard echoing everywhere around the cave, calling to them. "My children….. My children…. Wake up, my Nightwalkers… I have returned… I have returned… Your Master has returned…"

All of the shadowy figures are now starting to move. Waking up as their eyes glow red. The skittering grew louder and more agitated. Finally, the encrusted nest exploded with life. Pouring out of the dark cave and soaring out.

KA-THOOM!

The mountaintop blasted open and all of the Nightwalkers swarmed out like a volcano. The Nightwalkers flew to the other side of the mountain and made a landing on the icy surface, forming a giant circle with a small empty space in the center. Once every Nightwalker made a landing, they bend down and bowed their heads. "ALL HAIL LORD BLOODFANG!"

Lord Bloodfang made a hard landing in the empty center with a creepy tenderness. "WHERE IS GENERAL DARKCLAW?! I DEMAND HIM HERE IMMEDIATELY!"

In the crowd of Nightwalkers, one bat emerged out and walked to Bloodfang, bowing down in mercy. "Forgive me, Lord Bloodfang. I am here and always here to serve you, my master."

Bloodfang furious growled. "If that's true, then where were you when I needed you, General? Why didn't you search for me after all these years when I was imprisoned in that cursed coffin?"

"My Lord, I can explain. We thought you were destroyed. It wasn't just me, we all saw it. We saw him, we saw him defeated you with our own eyes. We tried to fight desperate, but it was no use. They were too strong. Without you, my master, there was no other way we can possibly defeat them." General Darkclaw said in a nervous voice.

Bloodfang growled. "So, you gave the ordered to retreat, huh?"

"Yes, my lord." General Darkclaw whispered while shaking.

Bloodfang slammed his giant wings into the subservient Nightwalker and knocked him skidding across the icy ground. "You're pathetic! How dare you call yourself a General?"

He started walking towards the recumbent General, who was scrambling to recover back on his feet. "Forgive me, my lord!"

"For centuries, we have destroyed and terrorized countless lands; every living creature on earth trembled in fear by us. And now, because of your coward foolishness… you have let our race become a laughing stock. Turning us into myths and rumors." Bloodfang lectured.

General Darkclaw covered himself with his wings in fear, preparing to face his punishment. But Bloodfang halt. "Luckily, I will give you a chance. I will require a second-in-command while I take care of some unfinished business at Canterlot….. But be warned, I will not be so easy on you next time if you fail me."

General Darkclaw signed in relieve. "Thank you, my master."

"Rise, General." Bloodfang commanded.

General Darkclaw stood up in his loyal position. Bloodfang then faced his army who are awaiting his orders. "However, it's good to see you again, my children. I can't believe it's been thousands of years."

All the Nightwalkers growled and hissed in gratitude. "Go, my children! Gather your armors, regain your strengths, and prepare for….. the invasion."

All the Nightwalkers and General Darkclaw bowed their heads and fluttered off into the air. Bloodfang watched his army flies into the stormy night and snickered violently as the lightning strike around him. "Hahaha….."

The next morning, Ponyville shined its beauty. The whole town has been decorated, with trees are now bedecked with flowers and banners, houses covered with ribbons and wolf shape cutouts hanging on rooftops. It was a wonderful day. There was not a cloud in the sky, all the birds are chirping in the trees, and all the ponies are enjoying their day with smiles on their faces.

In the crowd of ponies in town square, Junebug walked passed Minuette. "Three days."

"Three days." Minuette responded.

At the restaurant outside, Lyra and Bob Bon who are standing at the table cheering in excitement.

"Oh, three days, can you believe it, Bon Bon?" Lyra said.

"Oh Lyra, I can't wait." Bon Bon said while eating her pie.

Across the streets of town square, Twilight was humming to herself, finally getting into her new holiday spirit. "Even though, I still don't get it about this holiday, I guess that's still no excuse for me not to have fun.

Caramel walked passed by and greeted her. "Hello Twilight, three days!"

"Uhhh…..right. Hehehe… three days." Twilight confused.

Then, Berry Punch greeted her as she passed by as well. "Hello! Three days!"

"Umm….. Three days." Twilight tried to keep it steady, since she still doesn't know much about this holiday yet.

Then Golden Harvest passed by and greeted to her with the same sentence.

"Twilight, Hello! Three days left!" Golden Harvest said.

Twilight faked laughed. "Yeah, three days."

After Golden Harvest walked away, Twilight was now alone on the streets, with no more ponies left to greet her, she asked herself. "Hmmmm, three days for what?"

"For the eclipse, of course." Said a familiar voice.

Twilight turned around and saw Rarity who was levitating several bags of supplies, walking straight to her. "Hey, Rarity."

"Hello Twilight!" Rarity greeted.

Twilight walked to Rarity and asked her. "What happens in three days?"

"The Eclipse Day, Twilight." Rarity replied. "The eclipse is coming in three days."

"Oh, so that's why everypony is so happy and jumpy today." Twilight answered confirming her question.

"Well, of course. Honestly, Twilight, you really need to know your history." Rarity said.

"So, what are you doing on the Eclipse Day, Rarity?" Twilight wondered as she looked at all of her bags of supplies

"I have already started on a new dress. The designs will be most ambitious, it's going to be glamorous when I wear it at the party." Rarity panted.

"There's going to be another party?" Twilight confused.

"The ceremony right after the eclipse, of course. Oh, I have plan for this day. This is the first time of the century for all the ponies to attend and I would love to look my best." Rarity gasped softly. "This is a lifetime opportunity."

"You sure have a lot of work on this." Twilight said.

"Why of course, dear. Everypony will. I'm sure they are all doing the same thing." Rarity said.

"Everypony? Even Applejack, Fluttershy, Pinkie Pie, and Rainbow Dash?" Twilight impressed.

"Go, see for yourself. They are all very excited as I am." Then Rarity remembered something very important and rapidly jumped up in a rush. "Oh I forgot, I better hurry home and finish this dress. The eclipse will be only three days away."

Rarity gathered her supplies and hurried off, leaving Twilight to gape and smile in the middle of the street, thinking to herself that this might be a good holiday after all.

At the Sugarcube Corner, on the shop floor. The two baby foals that are wearing diapers and party hats are enjoying the comfort of their foalsitter. Fluttershy was also there with them, keeping herself occupied by watching the twins playing while she waited for her cake order. "Oh Pinkie Pie, I don't think the cute babies can do it."

Pinkie Pie giggled. "Nonsense, they just need a little more practice and they'll get it right for sure."

Pound Cake and Pumpkin Cake made happy gurgling as Pinkie Pie teach them how to talk. "Come on, Pound Cake, Pumpkin Cake. You two can do it."

Pound Cake and Pumpkin Cake stared up at her with steadily pure state.

"Like this." Pinkie Pie demonstrated the babies by opening her mouths, using her tongue, and silently pronounced the words by moving her lips. The two babies then slowly stretch their mouths wide, trying mimicking what Pinkie Pie just did. "Yes. That's it. Come on, say it. Say it! You could do! Just say his name!"

Their tongue moved around their mouths and started speaking out a low voice. Pinkie Pie smiled hugely at the sight. "You two are almost there."

Then finally, the two little foals spoke. "Cherry….." Pound Cake softly said. "Bomb…." Pumpkin Cake softly said next.

Pinkie Pie cheered for a job well done.

Fluttershy gasped. "Oh my goodness, they actually did it! They actually said his name!"

Pinkie Pie said as she picked up the twins and gave them a group hug. "Yes! Perfect! Now we are all Cherrybomb fans! Isn't' it great!"

At the front door, Twilight entered the shop. "Hey, Pinkie Pie. Hey, Fluttershy. What are you doing?"

"Pinkie Pie was just teaching Pound Cake and Pumpkin Cake how to talk." Fluttershy explained.

"Cherry….." Pound Cake softly said and laughed.

"Bomb…." Pumpkin Cake softly said next and laughed.

Twilight giggled. "Oh Pinkie Pie, you're teaching them how to say your hero's name."

Pinkie Pie jumped up and down excitedly around Twilight. "Twilight, the eclipse is coming in three day. And we have to be ready. And this is a better way for Pound Cake and Pumpkin Cake get into the spirit for the biggest event in all of Equestria!"

"The fun never ends for you, doesn't it?" Twilight said. She then turned to Fluttershy. "What about you, Fluttershy?"

"Oh, just dropping in. Getting a few snacks for all of my animal friends back home." Fluttershy said.

Your animal friends are also enjoying this holiday as well?" Twilight amused.

"Oh yes, Twilight. Almost everypony here is a Guardian fan." Fluttershy said.

Mr. and Mrs. Cake emerged from the kitchen door. Mr. Cake walked out with a giant frosted wolf-decorated cake on his back and struggling not to drop it on the floor. Mrs. Cake on the other hand, carried out with a tray of cupcakes on her head.

"Be very careful, dear!" Mrs. Cake worried.

"Yes, honey bun!" Mr. Cake trying to keep the giant wolf-decorated cake in balance.

"It took us hours to get that cake ready." Mrs. Cake said as she put her tray of cupcakes on the shelves.

"I know." Mr. Cake said as he finally reached his point and placed the giant cake on the table, giving them both a sign of relieve. Mrs. Cake turned to the counter and gave Fluttershy the cupcakes she just brought out. "Here are your cupcakes, Fluttershy."

"Oh thank you. I can't wait to take them home. Everypony are going to love these." Fluttershy said kindly.

Mrs. Cake turned next to Fluttershy and noticed Twilight. "Oh, hello Twilight. What can I do for you?"

"Oh, nothing Mr. and Mrs. Cake, I'm just dropping by." Twilight saw all the stack of fresh baked treats everywhere. "So, what's with all the cakes?"

"We are just making preparations, of course." Mrs. Cake said while icing another tray of cupcakes.

"For the big party, right after the eclipse?" Fluttershy asked.

"That's right. There's going to be a big ceremony at the Canterlot Castle. Everypony here in Equestria will be there." Mr. Cake answered.

Mrs. Cake came out from behind his wife with an exciting laughter. "And we want to make sure that there are enough food for everypony."

Twilight looked around the shop and saw lots of cakes and cupcakes. "For a special holiday, you two are sure working hard."

"Oh, we don't mind." Mrs. Cake nervously laughed.

"Yeah, and beside with a big holiday like this, this can boast up our business." Mr. Cake added.

"Well, I've hoped it all goes well." Twilight sweetly said.

"It sure is nice of you to be enjoying the holiday spirit, Twilight." Fluttershy said.

Mr. Cake wrapped his foreleg around Mrs. Cake's shoulders. "Mostly, for us too."

"It sure is nice that we managed to have our babies just in time for this event." Mrs. Cake signed in happiness.

Viewing to shop floors, where Pinkie Pie was sitting in front of the two babies, proceeding in laughter and giggles while they are speaking out the words that they just learned.

"Cherry….." Pound Cake gurgled. "Bomb…." Pumpkin Cake gurgled next.

Twilight and Fluttershy laughed sweetly as they watched the babies talking.

"I'm sure they will." Twilight giggled.

Over by Sweet Apple Acres, Twilight walked to the open gate. Once she entered through, she saw a huge crowd of ponies gathering around the barn.

"Wow, I wonder what Applejack is planning to do for this holiday." Twilight amazed.

Through the huge crowd of happy ponies, Applejack was serving food for the guest. "Apple Fritter, anypony?! We got more here!"

Applejack heard her name calling from distant. She looked toward the where the sound was coming from and spotted Twilight standing at the front gate. "Twilight! Hold on! I'm a-comin'!"

Applejack carefully walked through the herd of ponies, squeezing and pushing all the way out until she finally reached to Twilight.

"What's with all the Apple Family? I thought you all ready have a family reunion." Twilight asked.

"Oh shucks, Twilight. This ain't a family reunion. This here is a family celebration." Applejack answered.

"About the Eclipse Day?" Twilight added.

Applejack cheered with a hoot. "That's right, sugar cube. Everypony from the Apple Family came to see this event. We got Apples from Yonder Hill, Hollow Shades, Galloping Gorge, Foal Mountain, Apples from Fillydelphia, Tall Tale Town, and all the Apples from Appleloosa! The entire Apple Family is here!"

"And Manehattan! Babs is here too!" Apple Bloom's voice called out.

Twilight and Applejack saw Apple Bloom and Babs walked up to them.

"Hi, Twilight." Babs greeted.

"Hello, Babs. Great to see you again." Twilight greeted back.

"Why would I, think I'm gonna miss out on spendin' time with my favorite cousin?" Babs Seed wrapped her hoof around Apple Bloom's shoulder. "Especially on this holiday. I don't think so."

Twilight looked around and saw that every Apple Family are here, having fun with dancing and feasting. "Wow, so your whole family is here to see the eclipse?"

Granny Smith and Big Macintosh came in to join the conversation. "Well, the Apple Family doesn't want to miss this. After all, the eclipse can only appear once every hundred years."

"Ee-yup." Macintosh said.

"Hey, Granny Smith. Have you seen the eclipse back when you were young?" Twilight cheerfully asked.

"Unfortunately, I didn't. You see, Twilight. I was still in me ma's belly by the time the eclipse started showin' up." Granny Smith frowned.

Applejack frowned and gave Granny Smith a pat on the shoulder for support. "Oh pony feathers, Granny. I'm sorry."

Granny Smith smiled at Applejack. "That's all right, Applejack." She hugged Applejack. "At least I'm still here to see it with all of you at my side."

"Ee-yup." Macintosh said.

Granny Smith looked back at Twilight. "But you know, my ma and pa did tell me everything how the eclipse did before I was born."

"Really, what was it like?" Twilight asked.

"That it was the most magical and the most beautiful thing they have ever witnessed. They said they have never seen the sun and the moon forge together like that." Granny Smith said softly.

"What did it do, Granny?" Apple Bloom excited.

"Well, when they did, it became dark as night, like the night we slept through…. and then sparklin' gold dust started falling from the sky like snow, they were like stars, but doesn't hurt when you touch them." Granny Smith finally said.

"Wow, really!?" Babs said with interest.

Granny Smith continued her story when everypony leaned closer to hear it more. "When that was done, the moon finally moves away from the sun, the sunlight shines through the Earth and it happened."

Apple Bloom and Babs are so caught up on Granny Smith's story about the Eclipse, they couldn't wait to hear what happens next.

Babs gasped. "What?! What?!"

"All of Equestria returned to life right before their eye. Everything that the sunlight touched brought magic to our land. All of the trees, grass, and flowers returned back to all of its beauty. They say it was the most memorable day in their lives." Granny Smith finished her story.

Twilight and Applejack are very amazed with the story, but as for Apple Bloom and Babs, they gasped happily with big smiles stretching across their faces.

"Wow!" Apple Bloom and Babs amazed.

"That is awesome!" Babs shouted.

"I wish we can see it." Apple Bloom agreed.

Applejack popped up between Apple Bloom and Babs and hugged them both. "Oh Apple Bloom, Babs. Of course y'all are going to see it. The whole family will."

"We will!" Apple Bloom said in excitement.

"In about three days, of course." Applejack winked at the two fillies.

Excited, Apple Bloom and Babs are hopping around Applejack and repeating saying "Yay, Yay, Yay". Seeing all of the Apple Family having a good time, Twilight decided to leave and let the rest of the Apple Family enjoy themselves.

Back in the streets of Ponyville, Twilight was walking back through town square. "Nice to see that Applejack and her whole family are enjoying themselves. I've wonder what is Rainbow Dash doing for this holiday?"

The question was solved when Rainbow Dash, along with many other pegasi soured through the sky above her. "Hey, Twilight!

"Rainbow Dash, what's going on?" Twilight looked up.

"Oh nothing, Twilight. It just that the Wonderbolts are gathering up "the Thunderbolt Fan Club". Rainbow Dash said with excitement.

The over-muscle white pegasus known as Snowflake, popped in view screaming his popular shout. "YEAH!"

"Wait, all of you pegasi are Thunderbolt fans?" Twilight confused.

"Of course, we are. Thunderbolt is like a hero to us pegasi." Rainbow Dash said.

Behind Rainbow Dash, Cloudchaser and Flitter flew in front and stared down at Twilight.

"Thunderbolt is the symbol of thunder and lightning." Cloudchaser said.

"And you know how we pegasi are when it comes to weather." Flitter said next.

"Wow, I didn't know that." Twilight impressed.

"Well, now you do, and every pegasi are here to join in." Rainbow Dash said with honor, but then her eyes popped as she noticed Derpy Hooves voice nearby. "RAINBOW DASH, WAIT!"

"Oh no. Derpy Hooves, not again." Rainbow Dash groaned.

Derpy Hooves flew in and caught up with Rainbow Dash and the other pegasi. "I'm here, Rainbow Dash."

All the pegasi groaned angrily in disgusted reaction when Derpy Hooves came in.

"Derpy, why are you here?" Rainbow Dash grunted.

"To join the Thunderbolt Fan Club, of course." Derpy Hooves excited.

"Derpy, do you remember what I've told you?" Rainbow Dash snapped.

"What?" Derpy Hooves asked softly.

Rainbow Dash growled. "Derpy, for the hundredth time, no! You cannot be part of the Thunderbolt Fan Club."

"But, why?" Derpy Hooves shocked.

Cloudchaser and Flitter rudely flew in to support Rainbow Dash's decision.

"Because, nopony wants you in the club." Cloudchaser yelled.

"Yeah, you'll just ruin everything." Flitter shouted.

"I don't get it?" Derpy Hooves sadly confused.

Rainbow Dash went closer to Derpy and placed her hooves on her shoulders. "Derpy, remember last year's Cloudsdale's Sky Tournament?"

Derpy Hooves remembered and giggled. "Oh yeah, that was fun."

Rainbow Dash frowned. "Yeah, it was… until you destroyed the entire stadium and ruined the tournament for the rest of us."

"Oh, I'm sorry." Derpy Hooves feeling guilty.

"That is why you're not coming along. Listen Derpy, you may be a nice pegasus, but you are very clumsy and for a really important holiday like this. We can't afford to have another accident." Rainbow Dash said.

"…I see." Derpy Hooves said feeling heartbroken.

"I'm sorry, Derpy. But you know what you have to do." Rainbow Dash crossed her hooves and looked away from Derpy.

"….Okay….." Derpy Hooves said in tears.

Derpy spread her wings with her head hung low and flew away with a sad frown on her face. On the ground, Twilight saw the whole thing and confronted Rainbow Dash and the all the pegasi. "Rainbow Dash, that wasn't very nice."

Rainbow Dash felt no guilt and she looked back at Twilight. "We all have to make sacrifices, Twilight. For the fate of Eclipse Day, this is a one-time offer."

"That may be, but Derpy was also trying to look forward to it as well." Twilight disagreed.

Rainbow Dash said as she mumbled to herself. "We'll make it up to her later. But right now, we have a Wonderbolts meeting to attend to."

All the pegasi fired-up with a big cheer to Rainbow Dash's words as they hovered higher in the sky.

"Let's go!" Rainbow Dash shouted.

Snowflake yet again gave another one of his popular shout. The cheering group flew off in all directions. "YEAH!"

Back on the ground, Twilight watched as all the pegasi flew off to their meeting. Deep inside, Twilight feel bad for Derpy that she couldn't come along with them.

"Poor Derpy. I guess not all ponies will be enjoying this holiday after all." Twilight said feeling a little sad.

"Twilight!!" A voice called out to her.

Spike's approaching wobbling footsteps broke her concentration. She recoiled a bit at the interruption and Spike finally sprinted in. Twilight was surprised to see Spike. "Spike, what are you doing here? You should be at home! You shouldn't be running also, especially with your foot still injured."

"Twilight, I know I should've stayed home! But this is an emergency!" Spike said catching his breath.

"About what?" Twilight asked curiously.

Spike sucked his huge cheeks and let out a green fire that came out a scroll. Twilight opened the scroll and read it. "It's from Princess Celestia!"

She looked back at the scroll and continued reading the message. "Princess Celestia wants to see me in Canterlot Castle immediately!"

"But, I wonder what the Princess wants this time." Spike confused.

Twilight didn't even get a chance to hesitate. In a rush, Twilight turned her face down to Spike in a worried attitude. "Spike, I trust that you'll return to the library until I get back."

"But, Twilight?..." Spike questioned.

"No buts, Spike. Just go home. Your foot needs rest, okay!" Twilight interrupted.

"But this could…." Spike tried to talk to Twilight but it was already too late, Twilight was already long gone. Spike let off a frustrated moan and wobbled back home.

At the castle of Canterlot, Twilight was already at the gates. When she arrived at the bridge, there are two Guards holding their spears crossed to block path. The two Guards recognized her.

"Twilight?" Guard 1 asked the purple unicorn.

"Yes?" Twilight answered.

"The Princess is expecting you. You better hurry, before it's too late." Guard 2 said.

"Too late?" Twilight was very shocked that she heard that.

"There's no time! Hurry!" The Guards moved their spears aside and let Twilight passed through the entrance. Twilight was confused with the Guards' behavior. But, when she entered, she saw that there are many more Guards creating a perimeter around Canterlot.

"What's going on here?" Twilight whispered to herself.

Inside the Canterlot Castle of the throne room, Princess Celestia was pacing behind a row of stained glass windows. She stopped when she heard a door being opened.

"Princess Celestia, I'm here!" Twilight rushed to the nervous Princess.

Princess Celestia talked with a slightly fearful urgency. "Thank you, Twilight. I am so glad you're here."

"What's going on? What's with all the Guards?" Twilight said to the scared Princess.

Princess Celestia spoke to Twilight in a fearful voice. "Twilight…. Equestria is in grave danger!"

Hearing that from Princess Celestia made it even harder for Twilight to take in. "What?! Why?!" Twilight shocked.

Princess Celestia took a moment of silence and then spoke to Twilight in a serious tone. "An ancient powerful enemy has returned."

"What do you mean, Princess?" Twilight asked in a fearful way.

Princess Celestia walked though the room with Twilight following next to her. "Last night, my sister and I have felt a familiar evil presence awaken here in Equestria, and it's been getting stronger ever since."

Twilight stopped and panicked. "What?! Who is it? Is it Discord? Queen Chrysalis? Is it King Sombra?!"

Princess Celestia raised her hoof up, Twilight fall silence. "No, this enemy is more powerful, more dangerous, and more evil than any other creature that Equestria have ever faced."

Twilight gasped. "Oh no!"

Princess Celestia gazed out the window. "I can feel that he has already rebuilt his army and they are ready to invade Canterlot as we speak. It won't be long until they begin. And when they do, all of Equestria will fall."

"How long before they get here?" Twilight whispered.

"I'm afraid, Twilight, they are already here… they are waiting for the moment to attack." Princess Celestia said warily.

Twilight surprised in shock. "What are we going to do?!"

"I believe it is who I feared." Princess Celestia added.

"What?! Who?" Twilight rashly asked.

Princess Celestia closed her eye, trying to speak his name to her, but couldn't. "That's not important. I can sense that they are growing stronger. Right now, it is up to you and your friends to stop them."

"Us!? But why us?" Twilight asked in surprised.

Princess Celestia turned around and looked at Twilight with a smile. She turned her head to the wall of windows with images of all of Twilight's adventures. The first window showed the six ponies using the elements on Nightmare Moon. "It was you and your friends who gave full potential of the elements and defeated Nightmare Moon."

The second window showed the ponies turning Discord into stone. "You again achieved by harnessing the magic of your friendship by reforming Discord."

The third window showed Shining Armor and Princess Cadance forming together in a shape of the heart. "You let your love and trust assists Princess Cadance and Shining Armor into exiling Queen Chrysalis."

The last window showed Spike with the Crystal Heart, shining the light to the Crystal Ponies. "And finally, you were willing to risk your life to protect the future of the citizens of the Crystal Empire from King Sombra's wrath."

Princess Celestia looked back at Twilight. "Now, you are ready to face the evil that is coming."

"Princess, what about the Elements of Harmony? Should we use that against them?" Twilight added.

Princess Celestia conceded, nodded sadly. "I'm afraid the elements won't be enough to defeat them."

Twilight gulped nervously. "It won't?"

"I know. Because we've tried it before." Princess Celestia regretfully said.

"Then what shall I do, if the elements are no use. Then what can I do?" Twilight lowered her head with tears in her eyes.

Princess Celestia placed her hoof on Twilight's chin, raising her face up for encouragement. "Do not worry, I've already have everything planned out for you. Go and find Zecora. She'll tell you what to do."

"Zecora? But what does she have to do with…" Twilight paused when she heard the sound of thunder. Princess Celestia and Twilight stepped outside of the balcony and saw huge dark clouds beginning to form around the blue sky.

"It has begun. They're almost ready. Twilight, go! There is no time to lose!" Princess Celestia commanded.

Without hesitating, she followed her Princess's order. "Yes, Princess!"

Twilight raced off, making her way out of the door. Suddenly, she stopped and thought for a moment. She remembered that Princess Celestia said "Last night, a strong evil presence awaken here in Equestria" and coincidentally that was the same day when she went into the Everfree Forest to find Bloodfang. Sweat trickled down on Twilight's face in nervousness. She turned around and asked the Princess one last question, hoping that it is not the answer she wanted. "Princess?"

Princess Celestia faced back at Twilight, listening what she have to say.

"Um…. please….. Tell me…. um… I need to know… who is it... Who's attacking Equestria?" Twilight asked nervously.

Princess Celestia closed her eyes and took a deep breath. Twilight shivered as she waited for the answer. "…. It is Lord Bloodfang."

Twilight's jaw dropped and let out a shocking frightening gasp. She ran out of the Princess's throne room, ran down the stairs and through the exit in Canterlot Castle.

Miles away, Twilight was now running through the Everfree Forest, as fast as she can, searching for the stone cave while she kept telling herself that it couldn't be her fault. "Oh no, I didn't! Oh no, I didn't! Oh no, I didn't! Oh no, I didn't! Oh no, I didn't!"

Up ahead was the stone cave where she lasted visited. The cave looked still in tack, like nothing happened, but Twilight didn't take any chances. She took a deep breath and went in the cave, in the darkness a light glowed in brightness inside the cave from her horn, she slowly walked and investigated. It didn't take her long enough to make a horrible discovery. She gasped in terror, sawing that her fears had come true. "Oh no! What have I done?"

There in front of her, was a huge open smashed-up sliver coffin. Outside, she panicked and ran out the cave, galloping through the Everfree Forest, warning everypony. A tilt up to the sky, the dark clouds are spreading everywhere. The invasion was about to begin.

Author's Note

The war is finally coming. Tune in next chapter. Please review. If you wish to see the picture for the Guardian Wolves and the Nightwalkers, go to Deviantart with commander369.

The Attack of the Nightwalkers

Twilight reached out of the forest and kept on running back to Ponyville. Back at Sweet Apple Acres, Granny Smith was talking to her two elderly cousins.

"How old were you when you first saw the eclipse, Auntie Applesauce?" Granny Smith said.

"Oh, I've never saw it. But my folks told many wonderful stories about it since I was a filly." Auntie Applesauce said.

"But I've seen it when I was only a year old." Apple Rose replied.

"You can't even remember stuff like that when you're a year old." Auntie Applesauce interrupted.

"I sure can." Apple Rose argued.

"You can't even remember our last family reunion and that was about a few months ago." Auntie Applesauce said.

Apple Rose stopped for a second and thought to herself. "We had another reunion?"

The two old Apple cousins laughed together with Apple Rose. Then Applejack came upon them, and she was not laughing at all.

"Hey granny, can we talk?" Applejack said with a frown.

"About what, Applejack?" Granny Smith questioned.

"About Apple Bloom." Applejack said sadly.

Granny Smith started to worry when she heard Apple Bloom's name. "What's wrong with Apple Bloom?"

"She seems a little distracted." Applejack stared back at Apple Bloom who was still talking to Babs in the field. "Poor Apple Bloom. She must still be upset about that whole silly school play."

Auntie Applesauce then placed her hoof around Applejack. "Oh shuck, Applejack. Apple Bloom is a strong little pony like you."

Apple Rose came in the conversation. "I'm sure when the eclipse comes around, she will forget all that whole play nonsense stuff."

"But still, there is still only three days left. I don't want Apple Bloom to be miserable till then." Applejack said.

"Then go cheer her up, by sharin' her with your hero." Granny Smith winked at Applejack.

"Maybe you're right, Granny. I'll think I'll will. And I'll know just what to do." Applejack left the three elders and called out to Apple Bloom and Babs. "Hey Apple Bloom. Want to do somethin' for the family?!"

Grammy Smith, Auntie Applesauce, and Apple Rose smiled for Applejack and hope for the best. In the huge crowd of the Apple family, Babs giggled to herself as she watched all the ponies enjoying the reunion.

Babs walked into the center of the crowd and pointed her hoof with a loud shout. "OH LOOK EVERYPONY! LOOK! A NIGHTWALKER IS HERE!"

All of the Apple Family turned and saw Big Macintosh dressed up in a Nightwalker suit. He let out a fake roar. All the Apple Family saw the act and cried a fake scream and huddled around each other.

"We are doomed!"Apple Fritter faked screaming.

"Oh what do we do?" Apple Honey faked shaking in fear.

"Oh who will save us?" Red Gala faked crying.

Then Applejack came in and calmed the family down with high fake relieve. "Fear not everypony, Mudshield is here to save us!"

She gestured to Apple Bloom coming out of the barn, painted brown and wearing a tiny gold suit of armor. The family cheered as they watch the little dressed-up Guardian charged towards the dressed-up Nightwalker.

"Hey there you! Leave this lovin' family alone ya dirty Macintosh…I mean ya dirty Nightwalker. Take this." Apple Bloom raised her hoof up and gave Macintosh a slightly soft punch on the nose. He hesitated for a second from the weak punch, and then remembered his part. He purposely jumped up and dropped dead on the ground. The Apple Family gave Apple Bloom more cheering and hooting. Apple Bloom blushed with a smile. "Thanks everypony."

Back in the middle of the crowd, Applejack smiled to herself, seeing that her plan to make Apple Bloom happy worked like a charm. "Perfect."

Applejack turned her smile upside down when she heard an annoying screaming.

"RUN! EVERYPONY RUN!"

Twilight galloped past Sweet Apple Acres, where the entire Apple Family noticed her.

"Um… is this another act?" Braeburn confused.

Applejack, Apple Bloom, and Babs are confused with Twilight's running off screaming.

"What's with her?" Apple Bloom worried.

"Does she always do that?" Babs annoyed.

Applejack was a little concerned about Twilight's breakdown. "Um…. just enjoy the rest of the party, okay. I'm goin' to go talk to her."

Applejack left the party and followed Twilight. Apple Bloom, Babs, along with Granny Smith and Big Macintosh frowned in sadness for Applejack's leaving the reunion.

"Where is Applejack headin' off to?" Apple Bloom questioned.

Granny Smith was confused. "Beats me. That gal always like to flitterin' around like a…."

Then they looked up and witnessed the darkness clouding over Sweet Apple Acres.

Inside of Fluttershy's cottage, all the animals and critters are jumping up and down in excitement. Fluttershy has returned with the cupcakes she promised. "I brought the cupcakes!"

All of the animals pushed and shoved each other as Fluttershy lay down the cupcakes on the floor. "Now, now. There's plenty for everypony."

Fluttershy giggled to herself as she watched all the animals chow down on the cupcakes. But then she noticed that in the crowd, Angel was nowhere to be found. "Angel Bunny?"

She got her answer when Angel jumped down on Fluttershy's head and into the crowd of cupcake eating animals. But there was only one problem, she saw Angel in a black bat suit. Fluttershy shrieked in shock when she noticed that her pet wanted to be dressed up as a Nightwalker. "Oh no, Angel Bunny! We shouldn't be dress up like that!"

Angel crossed his arms and turned back away from Fluttershy. But Fluttershy kept on trying to find a way to convince him. "No, Angel Bunny. Dressing up as a Nightwalker is not a good manner for this holiday."

Angel stomped petulantly and turned his head back, not listening to a word she said.

"This is a holiday for the Guardians. It is when all the ponies of Equestria celebrate for the wolves for saving us from the Nightwalkers." Fluttershy begged Angel to do the right thing, but it's not working. "Please Angel Bunny." Even that talk, Angel still refused to listen. Defeated, Fluttershy gave up. "Oh ok. I guess it wouldn't hurt."

Angle nodded disrespectfully and joined the other animals with their cupcakes. Fluttershy signed in depression until she heard a loud screaming outside. It was Twilight.

"RUN! EVERYPONY RUN! RUN! RUN! RUN! RUN!"

She ran passed Fluttershy's cottage. Fluttershy popped her head out of the door, seeing Twilight running. "Run for what?"

Applejack came next, screaming to Fluttershy whiles she's still running after Twilight. "Come on, Fluttershy!"

Fluttershy blinked twice and called to her friends inside. "Oh sorry, my friends. I'll be right back."

Fluttershy flew out the door and followed Twilight. Angel popped his head out the door while eating a cupcake. He then looked up in the sky, seeing the darkness clouding over Fluttershy's cottage.

In the park, the Wonderbolts are on stage. Spitfire walked in front of the microphone and faced the crowded audience of pegasi. "And so, I would like to thank you pegasi again for joining in the Wonderbolt's Thunderbolt Fan Club."

The entire pegasi audience cheered and applauded.

Spitfire raised her hoof up, silencing the audience and continued her speech. "It was a tough competition, but we have already chosen our new five members. And these members will the ones who will be joining us at the Canterlot Ceremony."

The crowd cheered louder. Spitfire then pointed to the white Wonderbolt pegasus behind her. "Sourin' will read out the names." Spitfire then turned back to the audience. "If your name is called, come on stage and join us for the big event." Spitfire called to Sourin and moved over away from the microphone. "Sourin', if you please."

Sourin' walked in front of the cheering crowd, holding up each of the five envelops. "Alright Thunderbolt fans, this is it! The moment you've all been waiting for!"

Sourin' opened and read the first envelop. "Alright! The first member is….. Cloudchaser!"

Cloudchaser gasped in surprise when she heard her name; she stood up, hugged her sister and flew on stage as the appreciative crowd cheered.

Sourin' opened and read the second envelop. "Second member is… Flitter!"

Flitter gasped surprise too, stood up, flew on stage, hugged her sister, and stand next to her.

Sourin' opened and read the third envelop. "Third member is... Thunderlane!"

Thunderlane stood up, took a bow to the crowd and flew on stage, giving high-fives to Cloudchaser and Flitter.

Sourin' opened and read the fourth envelop. "Fourth member is… Snowflake!"

The crowd cheered as Snowflake snorted up with a yell. "YEAH!" Snowflake shouted.

He flew on stage, and stand in line with the other winners. The crowd turned silence as they waited to hear the last winner's name. As for Rainbow Dash, she was so excited and so nervous, she was starting to shake. Scootaloo saw this and patted Rainbow Dash on the back. "Don't worry, Rainbow Dash. You are sure to win."

"Of course I am. I am Rainbow Dash. I'm a Guardian-kind of pony." Rainbow Dash said with pride and ego.

Scootaloo smiled at Rainbow Dash. "Oh, I really do too." Then Scootaloo smile turned to frown. "But after that school play. I don't feel like I'm a Guardian-like kind of pony."

Rainbow Dash stared back at the depressed Scootaloo. "Oh, what are you talking about, kid? You were great at the play, remember."

"Yeah, playing as Nightwalkers." Scootaloo whispered embarrassed.

Rainbow Dash patted Scootaloo on the back. "Don't worry about it. Someday you will be Guardian-like kind of pony…. like me."

"Maybe if I'm lucky, someday I could meet Thunderbolt." Scootaloo said with hope again.

Rainbow Dash snickered to herself. "I doubted. To meet somewolf like Thunderbolt, you need to be fearless like me and also a fast flyer too."

"Oh….. Ok." Scootaloo said with her feelings hurt even more.

Sourin' opened the fifth and final envelop. "And finally, the last fifth member is…."

Rainbow Dash got up and flew towards the stage, knowing she will be called no matter what.

Sourin' read the name from the final envelop. "Rainbow…" But then he was interrupted by Twilight's screaming and yelling. Every pegasi turned to the direction to her as she ran though the park.

"RUN! RUN! RUN! RUN! RUN!"

"What in the name of Celestia!" Rainbow Dash said with a grim. Just when things are about to get any worse. Applejack and Fluttershy came after, yelling Rainbow Dash's name out loud.

"Rainbow Dash! Come on!" Applejack said while chasing after Twilight.

"What!" Rainbow Dash then turned her attention to the Wonderbolts and the crowd with impatient looks on their faces.

Rainbow Dash let out a nervous laugh. "Hehehehehe… um… excuse me." Rainbow Dash groaned in frustration, she got up and joined Applejack and Fluttershy in the chase.

The rest of the pegasi draw a round of frustrating gazes. But then, they all looked up and saw the darkness clouds covering over them. As for Twilight, she was still galloping through Ponyville, running past town square where everypony gave puzzled and confused looks.

At the Carousel Boutique, Rarity and Sweetie Belle are in the ground-floor showroom. Sweetie Belle was standing on a table and dressed in a fashionable blue wolf-fur dress.

"Oh, Sweetie Belle, you look so gorgeous." Rarity said while needling the dress.

Sweetie Belle fidgeted impatiently at the position she's in. "Please hold still, Sweetie Belle!" Rarity said while trying to hold Sweetie Belle down.

"Is this really necessary? When I said I want to be dressed up like the Guardian Bladesword, I didn't mean it like this." Sweetie Belle looked into the mirrors and blushed when she saw herself in the dress. "This is too embarrassing."

"You said you wanted to look fabulous, right. And what could be more fabulous than dressing up like my hero." Rarity said.

Sweetie Belle groaned. "I don't think a Guardian like Bladesword wears a dress."

"I'll be hearing enough of that, young lady. Now hold still. This is once in a lifetime and I am not about to miss this opportunity for my new fabulous dress to be unnoticed." Rarity boasted.

"Yeah, but…" Sweetie Belle objected.

"No buts! Now hold still and don't move." Rarity interrupted.

"Oh, ok." Sweetie Belle give up and stand still while Rarity working on her dress. But then they heard a loud shouting coming from outside. Twilight's loud screaming was also heard at Carousel Boutique, Rarity opened the front door and glared out a disgusted cry.

"What is all the ruckus!? I'm trying to work here!" Rarity yelled.

"RUN! RUN!" Twilight ran screaming pass Rarity, after that Applejack and Fluttershy went ahead, but Rainbow Dash halt and spotted Rarity.

"Come on, Rarity! Let's just stop her already so I could get to the Wonderbolts Meeting!" Rainbow Dash continued on the chase, Rarity rolled her eyes and turned back to Sweetie Belle who was still standing on the table.

"Sweetie Belle, stay here." Rarity ran out the door, but stopped and turned back to Sweetie Belle. "And don't move." Rarity then galloped after them, leaving Sweetie Belle standing still alone on the table.

"Um, ok." Sweetie Belle whispered to herself alone.

Back to Twilight, she was running faster and faster, continuing screaming in every direction. In her point of view, her eyes viewed the streets of Ponyville going into high-speed until the face of Pinkie Pie blocked in its path. "Hey, Twilight!?"

Bang!

Twilight and Pinkie Pie slammed into each other. Twilight lay on the ground, moaning in pain. As for Pinkie Pie, she got up with no problem at all. "Hey, Twilight? Whatcha doing? Are you having a race, because I love racing. Racing is fun. I could race too. Maybe I can't run very very very fast. But I could still run as far as I can." Pinkie Pie said while jumping up and down around the exhausted Twilight.

Twilight regained herself up and faced Pinkie Pie in panic. "Pinkie Pie! Don't just stand there! Run!"

Just when Twilight was about to run again, the others finally caught up to her. "Run from what?!" Applejack said.

"What is wrong with you, Twilight?" Rarity asked.

"Yeah! What's the big idea?!" Rainbow Dash shouted.

"Is everything okay? You look so frighten." Fluttershy worried.

Twilight interrupted them with a horrid shout. "We have no time for this we have to…." Twilight halt and gazed at the sky. Realizing the darkness has reached the blue skies over Ponyville.

"What's going on? It's only noon. It's not supposed to be dark yet." Rainbow Dash confused while looking at the sky.

As the purple clouds covering over the sun. Turning daylight to deep dusk. Everypony gathered around to witness this new change in the sky. The change in light brought a growing creepy high pitched sounds around Ponyville.

"What is that?!" Pinkie Pie said with a confused face.

"Y'all hear that?" Applejack snapped.

"Oh, what is that ghastly sound?" Rarity disgusted.

"Yeah, where's it coming from?" Rainbow Dash said with a worried look.

"It sounds scary?" Fluttershy gulped.

The sound seemed to be coming around the entire town. The sound grew louder and soon everypony was now starting to hear it too. Windows and door opening, ponies coming out of their homes, gathering up in the streets getting nervous as the sound gets louder, especially Twilight and her friends. Soon, complete darkness swept over Ponyville. Now they all stop, beholding. Something was moving the trees in the forest as the sound grew louder with a lot of scary roaring sounds. Finally, the earth started to shake.

Cracks!

Swarm of Nightwalkers burst out from the view. Swarming everywhere in the dark cloudy sky. Millions of them emerged from the trees, whooshing from the forest and into the dark sky like high speed jets.

"What in tarnation are those?!" Applejack screamed.

Backlit by coronal light, it first seem to be smoke or ash, but soon they realize these are living things, Nightwalkers squealing in delight over their new day nightfall. They keep coming, filling the sky with thick waves. Mercifully, the wing figures seem to be moving away. But now forming one wave cleaved from another and does a quick about face with the ponies of Ponyville. All of the ponies feel very uncomfortable and started to back away. The Mayor stepped into the frighten crowd and tried to calm them down.

"Everypony, please, please calm down! Everything will be al…" Then all of a sudden, a Nightwalker swooped in on Mayor Mare and snatched her off the ground like an eagle catching a mouse. All the ponies panicked and ran for their lives. Pair of red loudspeakers mounted on a yellow pole sounded off with an air-raid siren. At the ground level, Twilight and her friends braced themselves as the creatures goes into a dive, snatching everypony they came across. Twilight and the others witnessed the horrible scene around Ponyville.

"RUN! RUN TO THE LIBRARY!" Twilight shouted with desperation.

They ran as fast as they can when all the Nightwalkers dived into the street, one after the other, barely missing them when they emerged from the craters when they made impacted.

"Twilight, What in the name of all things oats and Apples is goin' on here?!" Applejack said to Twilight while running for their lives.

"I'll explain later! Right now we need to…" Twilight gasped as she stopped and saw that the library along with many houses in the back was being completely over-run by the Nightwalkers.

"Oh no, SPIKE!" Twilight screamed in tears.

"Whoa nelly." Applejack said in shock.

"We got to get out of here, Twilight!" Rainbow Dash shouted while the other ponies turned around and flew.

Twilight couldn't move. "But….. Spike!"

"We have to go!" Applejack yanked Twilight to run away.

Twilight and her friends ran the other way while the Nightwalkers demolished the library to the ground.

"We have to find Zecora!" Twilight said while running.

"What, why?!" Applejack confused.

Then, they halt when one Nightwalker slammed down in front of them and roared viciously at them. It leaped at them for a swipe in its claw, but Applejack turned around with her both back hooves and kicked it in the face for an instant knock out.

"What are we waiting for?!" Applejack said.

As they continued running, Twilight looked around and saw the terror she has created. Nightwalkers are running amok in the sky and in the streets; ponies are being snatched from above one by one, and building and houses are being burn down to the ground. Twilight can't do anything except run in tears. As they were running, they stopped and looked up. Suddenly they are covered in darkness as the shadow engulfed them, until a huge silhouetted object suddenly blocked their view. Through the dark sky, a giant dark bat emerged out from the clouds. Twilight and her friends were stunned in fear as they saw the monster hovering over Ponyville. It was Lord Bloodfang. Behind him, millions of Nightwalkers swarmed out as they followed him, leading his army towards the Canterlot Castle.

"PRINCESS CELESTIA!" Twilight screamed.

In those swarm of Nightwalkers, each bat are carrying something or someone on their feet. They were giant green Trolls with armors. When they hovered over the most populated area, the Nightwalkers released the Trolls. Each one made a hard landing, creating big craters on the grounds and streets. They crawled out and started to bash everything in sight with their giant hammers, all the ponies screamed and ran for cover.

On the dark sky over Ponyville, Bloodfang and his Nightwalkers flew into high-speed to Canterlot. The Castle was surrounded by millions of Royal Guards, protecting the deadly impact of the invasion. The ponies' first attack started with cannons and horn magic being fire upon the invaders. Many Nightwalkers are shot down, but Bloodfang and many other Nightwalkers dodged every shot, passing through the fire and explosions in its path. With the first attack failed, hundreds of Pegasus Guards flew up and closed in on the incoming army.

"ATTACK, MY CHILDREN!" Bloodfang screamed as he raged furiously into battle. "DESTROY THEM ALL!"

The Royal Guards attacked, made a collision course with Bloodfang and the Nightwalkers. Explosions and fire filled the sky of war. The battle goes on, but unfortunately, it wasn't enough to hold them back. The Pegasus Guards fought desperate but the Nightwalkers are too strong and too fast, they have the advantage. Pegasi are being hit, blasted, and thrown from the sky and crashed hard into the Canterlot ground. Bloodfang focused on the throne room of the castle and prepared to strike, but then three Pegasus Guards blocked his way.

"FOOLS, YOU PONIES ONCE AGAIN UNDERESTIMATE MY POWER!" Bloodfang stopped in midair and blast his red energy fire at the Pegasus Guards, impact with a huge explosion. They all fell in defeat, leaving Bloodfang to continue on his plan.

In the throne room, inside the Canterlot Castle, Bloodfang shattered through the glass window and entered the room with a hard landing.

"Celestia, I'm home!" Bloodfang looked around and saw that the Princess is nowhere in sight. "WHAT?!" He growled in frustration and looked back outside and flew off into the remaining sky battle.

Back in Ponyville, Twilight and her friends can see Canterlot in flames. Applejack turned her head and saw at the end of the road, General Darkclaw and three Nightwalkers spotted them and flew towards them.

"SEIZE THEM!" Darkclaw shouted as he speed to the direction where Twilight and her friends are standing.

Applejack snapped out of it as she saw the incoming Nightwalkers. "WE GOT TO GO NOW!"

The ponies ran as fast as they can, but the four Nightwalkers are closing in too fast.

"RUN, RUN, RUN, LITTLE PONIES." General Darkclaw said while taunting and laughing manically.

Twilight and her friends ran with their lives. One of the Nightwalkers closed in, opening its claws to prepare for a grab. But Twilight turned her head back and used her magic horn to zap at the incoming Nightwalker, causing it to crash landed on the ground. Darkclaw and the three Nightwalkers left the fallen bat behind and continued on the chase. The impatient General then grabbed a food cart on the street and threw it at the running ponies.

Twilight saw the incoming food cart. "LOOK OUT!"

The food cart crashed hard into the ground, missing just an inch to the running ponies.

"HURRY! HURRY!" Twilight shouted louder with fear.

Darkclaw laughed in amusement. He then took a deep breath and fired out the red beam from his mouth. He targeted the ponies with his powerful ray, but only missing them inches by inches. Burning everything in its sight, except for Twilight and her friends.

"BETTER MAKE IT QUICKLY!" Rainbow Dash shouted.

Twilight and her friends made a sudden stop when a giant Troll came across their way. The Troll spotted them and growled viciously at them. They slowly walked back until they noticed that one of the three Nightwalkers was coming at them. The Troll was preparing to crush them with his giant hammer, but Twilight and her friends ran the other way just in time as the Nightwalker came in. The Nightwalker missed its target, but failed to notice the Troll in front of it and got smashed by the hammer instead. The ponies made their way out of Ponyville and kept on running until they reach the forest road.

"Hurry! Hurry! Hurry!" Twilight said panicking.

General Darkclaw and the other Nightwalker are still right on their tail, they got closer and closer they pull out their legs and opened their sharp claws, ready to catch their prey.

"THEY'RE GOING TO GET US!" Pinkie Pie shouted in fear.

"WE'RE DONE FOR!" Fluttershy closed her eyes with hopelessness.

But then, the two Nightwalkers fall back and flew away.

"Huh!?" Twilight confused.

"What!? What happened?!" Rainbow Dash said.

"Why are did they just leave?!" Applejack said worried.

The confused ponies continued running, still trying to escape no matter what. In the sky above, a giant dark wing-figure was silently closing in on them. It was Lord Bloodfang.

"You can run. But you can't escape from me." Bloodfang hissed viciously to himself.

Bloodfang conjured a beam from his mouth and blasted it towards the unsuspecting ponies. Twilight and her friends began to hear something, turned their heads while still running and saw a red beam heading straight towards them, they screamed in terror as the beam got closer. Then a familiar yellow magic protected them from the blast. They stopped and looked up, it was Princess Celestia.

"PRINCESS CELESTIA!" Twilight shouted in relive.

Princess Celestia called to Twilight below. "Run, Twilight! Go!"

"But…." Twilight questioned.

"GO!" Princess Celestia shouted.

Twilight shed in tear and had no choice but to obey her Princess. They got up and continued running, disappearing into the forest. Leaving only Princess Celestia and Lord Bloodfang flying in midair, facing each other.

"There you are Princess Celestia…. I must say it's been a long time. Still protecting Equestria I see." Bloodfang mocked.

"I will always protect Equestria and all of my subjects from creatures like you!" Celestia replied in battle position.

"Do you really still have what it takes to battle against me? You never had a chance to defeat me! I've proved it to you, remember." Bloodfang lectured.

"I MAY NOT BE ABLE DEFEAT YOU, BLOODFANG. BUT I KNOW SOMEWOLF WHO WILL!" Celestia screamed.

"MAYBE. BUT YOUR HERO PRINCE WON'T BE HERE TO SAVE YOU NOW." Bloodfang fired his powerful beam. But Celestia fired back.

Each conjured a beam and blasted it toward the other. Yellow blast from Celestia and red blast from Bloodfang. Celestia tired her best, but Bloodfang was still too strong.

"PATHETIC? AFTER A THOUSAND YEARS AND THIS IS ALL YOU GOT?!" Bloodfang laughed.

He smiled and added more power to his attack. Celestia's eye widen in fear as the red energy slowly bulldozed it way into her horn and cause a huge explosion between them. Twilight and her friends kept on running; even a giant explosion behind them.

Inside the explosion, Bloodfang emerged from the fire. "VICTORY!" Bloodfang screamed in the air.

Bloodfang laughed manically and disappeared into the night sky; Zoom out to the entire landscape of Ponyville and Canterlot being taken over. Giant huge smoke flaming all over Ponyville, hears of ponies crying and screaming, and the sky swarming with millions of Nightwalkers.

All of Equestria has fallen by the Nightwalkers once again.

Author's Note

What will Twilight and her friends will do? What will happen to Equestria? Stay tune for the next chapter. Don't forget to review. If you wish to see the picture for the Guardian Wolves and the Nightwalkers, go to Deviantart with commander369.

The Journey Begins

Somewhere far from the forest, miles away from Ponyville, Twilight and her friends have found a safe resting spot to catch their breath from after all that running. The tiresome ponies tried to remain out of the open to insure that those creatures would not be able to find them. While everypony was resting, Applejack regained her strength and looked around to be sure that all of her friends are safe and alive.

"Everypony okay?" Applejack worried.

"That was close." Pinkie Pie exhausted.

"Too close. I thought we were all gonna die." Rainbow Dash laying on her back and breathing hard in tiresome.

Applejack signed in relieved. As for Twilight, she remained sitting on the ground alone with her head lowering down in shame. Drops of tears are falling from Twilight's cheeks, feeling guilty and her heart shattered in a million pieces.

"Princess Celestia…. I'm so sorry." Twilight whispered to herself as she sobbed.

Applejack saw Twilight's crying. She walked up to her and patted her on the back. "Twilight? Are you okay?"

Twilight took the time to raise her head, wiping the tears from her eyes and looked up to all of her friends, who are staring at her in a worried look. She thought to herself for a second and decided to tell them the truth of why this was happening. As she was about to speak, but then she heard a sound of a tree branch cracked in the woods. There was someone out there and it's coming their way. The six ponies huddled up and prepared for anything.

"WHO'S THERE?!" Rainbow Dash shouted with warning.

In the darkness of the woods, a brown cloaked figure emerged from foggy trees. The hooded figure recognized one of the ponies and spoke. "Twilight? Is that you I see?"

Twilight and her friends hesitated and realized that brown cloaked figure was somepony they knew. They slowly walked in closer and then… "Zecora?"

The brown cloaked figure put down the hood, exposing a dark gray white striped zebra and gold hooped in the ears. It really was Zecora.

"Zecora! You don't know how happy we are to see you!" Twilight shouted in relieved.

Zecora placed her hoof on Twilight's lips. "Shhhh…. Eyes and ears explore on the scene. Come, come before we are seen."

Zecora pulled up her hood back on and left. The ponies just stand there, staring at each other.

"Where are you taking us?" Rarity asked.

"There is no time to explain. A place that we must obtain." Zecora said.

"But I can't go. My whole family are still at Sweet Apple Acres. Granny Smith, Big Macintosh, Babs, Apple Bloom!" Applejack cried out.

"Oh my! I've left dear sweet Sweetie Belle at home. My poor thing is out there all alone!" Rarity said faintly.

"Angel and all of my friends are still at my cottage." Fluttershy whimpered in tears.

"What about the Wonderbolts, they can't be there without me." Rainbow Dash shouted.

"I am sorry, dear ponies. But this is a chance that you cannot take. In other words it will be too late. If you rush to save them, you shall only be condemned. Come!" Zecora moved off, the ponies signed and quickly followed her through the woods. They traveled across the river and into fern-covered trees.

Zecora stopped and looked back at the ponies. "This way."

Zecora walked ahead and then all of a sudden she just disappeared in a flash. The ponies gasped in surprise when they saw it.

"Did y'all see that?" Applejack gasped.

While the ponies were all stunted after what they just saw. Twilight took a moment and walked ahead like Zecora did.

"Twilight, wait!" Applejack called out to the purple unicorn.

Twilight kept on walking and also disappeared in a flash. The ponies gasped in shock to see their friend also vanished without a trace. But then, Twilight's head reappeared levitating in the air, like sticking her head out through an invisible curtain. "It's okay. It's a place protected by some kind of an invisible dome. Come on!"

Twilight's head went back and disappeared. The ponies took their time and one by one they walked through the invisible instance. After they all got though they appeared in an old room filled with ancient artifacts.

"What is this place?" Fluttershy asked.

"A place that is hostile. But protect us for a while." Zecora replied.

"What the hay is going on here, Zecora? What are those things?" Applejack demanded.

"There is no need for a rush. For I will show you in a just." Zecora approached her steaming cauldron, carrying a hoof load of green powder. She added the powder into the cauldron and the liquid surface began to change. Twilight and her friends walked towards the glowing cauldron and stared what was changing inside. The first line of the following as the rest of the powder was thrown in and formed into a glowing green silhouette of bats swarming around Equestria.

"Equestria is been ruled by monsters of the night. Creatures that care nothing but disasters of fright." Zecora read out.

"Where did they come from, Zecora?" Rainbow Dash asked.

The second line of the following as the rest of the powder was thrown in and formed into a glowing green silhouette of fire and smoke.

"From the depth of the underworld. But neither from the netherworld. Slumbering forever in an eternal sleep. "Awaking once more to finish what they begun." Zecora read out.

"I still don't understand. Why are they doin' this?" Applejack questioned.

"They are not creatures for you to understand. Chosen a life filled with a curse." Zecora said.

"But what kind of creatures will choose such a life like this?" Fluttershy gasped.

"Can you think of a creature that will. A monster that can be so vile." Zecora said with a grim.

"Are you sayin' that those things were….." Applejack started to shake.

The third line of the following as the rest of the powder was thrown in and formed into a glowing green silhouette of a symbol. A red bat-shaped symbol. All the ponies shocked in fear. They know what that symbol meant and what that symbol represented.

"I know that mark. That's their mark. The symbol of… t-the Nightwalkers!" Applejack said while shaking in fear.

Rainbow Dash's eyes widen with disbelief and shrieked. "The Nightwalkers?! You mean… those monsters were the Nightwalkers?"

"You mean, they're real?" Pinkie Pie whispered.

"Oh yes. They are very real. If that is what you feel." Zecora responded.

"So, that means?" Rarity started to sweat.

"You mean that creature….. that we just saw…. the one that tried to kill us was….. was… was…" Fluttershy choking.

"...Lord Bloodfang." Zecora finished the sentence.

"Oh, this is bad." Applejack said nervously.

Rainbow Dash hovered next to Applejack and panicky screamed. "Bad!? This isn't bad! This is horrible! We're doomed! No, I take it back! We're not doomed! We're all dead!"

"Calm down, Rainbow Dash!" Applejack said to the frightened pegasus.

"Calm down!? Calm down!? Don't you get it, Applejack! This is Dark Lord Bloodfang we're talking about here! The most dangerous and the most powerful creature on earth! Not even Princess Celestia could stop him! We're all going to die!" Rainbow Dash flying and pacing in the air while panicking even more.

"Rainbow Dash! STOP IT!….. you're scarin' everypony." Applejack pointed out.

Rainbow Dash looked to the direction of Fluttershy, Rarity and Pinkie Pie, all shaking in fear. Rainbow Dash felt guilty and decided to flew down and relaxed a little.

Applejack said as she turned back to Zecora. "But how? Why?"

The fourth line of the following as the rest of the powder was thrown in and formed into a glowing green silhouette of Bloodfang emerging from underground.

"Placed in a sacred ground the beast has been kept in, Eternal slumber forever until he was awakened." Zecora read out.

"Awakened? Does this have anything to do with the eclipse?" Rarity wondered.

"No, Rarity. The event that is happening is nothing but a sign. But only to interfere that caused him to rise." Zecora said.

Twilight's eyes widen and twitched nervously when she heard what Zecora just said.

"You mean, Bloodfang's resting place was disturbed?" Applejack said looking rather puzzled.

"What?! By who?" Rarity desperately asked.

"I can't tell you who, but I can tell you a clue." Zecora said.

The fifth line of the following as the rest of the powder was thrown in and formed into a glowing green silhouette of a pony next to Bloodfang.

"Returning the Dark Lord to the throne. Awaken by one of your own." Zecora read out.

"Wait! He was awakened by a... pony?!" Applejack said in shock.

"A pony woke him up?! Why I outta… wait till I find this pony! I give her a piece of my mind!" Rainbow Dash yelled furiously, rising off the ground.

"That's terrible!" Fluttershy gasped in shock.

"So not funny at all!" Pinkie Pie grouched.

"I agreed. Oh, the nerve." Rarity humphed.

"What kind of a selfish, cold-hearted fellow could do somethin' so deviant?" Applejack shouted.

Twilight began to sweat as she listened to all those harsh comments, feeling more and more guiltier.

"I don't know." Twilight sadly whispered to herself.

On the skies of concurred Equestria, General Darkclaw and few Nightwalkers were flying over the forest. They were patrolling the area, trying to find more ponies that escaped from their grasped. From above, they saw nothing but trees and rocks. The area was lifeless. Darkclaw and his Nightwalkers decided to fly towards the next part of the forest. But then, one of the guards spotted a small smoke in the middle of the trees. The Nightwalker called out to its leader.

"GENERAL DARKCLAW! LOOK!" Nightwalker Guard pointed out.

Darkclaw halt and looked where the Nightwalker was pointing at and saw the smoke too.

"There they are." Darkclaw smiled and snickered.

Back in the hidden place on the ground, Twilight, Zecora, and the others ponies are still gathered around the cauldron.

"What should we do?" Applejack said.

"There is nothing you can do. There is no hope as well." Zecora closed her eyes.

"See, I told you." Rainbow Dash signed in defeat.

"There is only to pray. But there is only a way." Zecora said with hope.

"Really?" Twilight surprised a little.

"But how?" Rarity asked.

"Only by their strength, victory shall come. You must seek help, by someone unlike you." Zecora answered.

"But who can help us?" Fluttershy said curiously.

"They beat them back then. They can do it again." Zecora smiled.

"You mean…." Applejack said cynically.

The final line of the following as the rest of the powder was thrown in and formed into a glowing green silhouette of a symbol of a wolf's paw.

"Oh yes. The ones you called… the Wolves of Imperiacus." Zecora read out.

All the ponies are overwhelmed by what they just heard.

"The wolves? You mean "The Legendary Guardians"!" Pinkie Pie said as she jumped in joy.

"Did she say….. the Guardians?" Rarity said softly.

"The Guardians!" Fluttershy breathing a sigh of relief.

Rainbow Dash finally became more relaxed when she heard the mention of the Guardians. "That's right! Of course! The Guardians can save us."

"That's it, Zecora? You want us to go and call the Guardians, right?" Applejack cheerfully asked.

"And you're saying that it is up to us to go find them, so they can save all of Equestria." Pinkie Pie happily said.

Zecora smiled and nodded happily.

"Wait a minute. Maybe we don't have to. When the Guardians see that the Nightwalkers are back and started taking over. They'll sure to come, right?" Rainbow Dash excitedly asked jumping in front of her.

Zecora frowned to Rainbow Dash's question. "I'm afraid not. The eclipse is in three days. By the time they know. It will be too late."

"What will happen in three days?" Twilight finally asked and gulped realizing that something bad is going to happen.

"If the monsters are not defeated when the new day approaches. Another hundred years, Equestria will be a land of death." Zecora explained.

"Where can we find them?" Twilight said.

"You must journey to the faraway land of Imperiacus. Across the land of the sea. The land you shall find." Zecora said.

"How?" Twilight said desperately.

Zecora gestured off to one side and pointed at the dark part of the room. Two candles light up by themselves and slowly lighten up the room. The room was showing a curved marking-ground with ancient symbols written around it.

"This spell will send you away. By showing you the way." Zecora pointed out.

Twilight studied the strange markings on the ground and realized something about it. "This is an ancient teleport spell, isn't it Zecora?"

Zecora nodded. "Indeed you're right, Twilight. The spell will work if all of you are together. Walk to the center of the markings and take you wherever."

"We better hurry then." Rainbow Dash said to everypony.

"Let's move." Applejack and the others began to walk toward the center of the marking-ground.

"Are you coming with us, Zecora?" Twilight asked her zebra friend.

"Have hope, dear Twilight. Only hope can save….." Before Zecora could finish her sentence, a huge explosion came out from behind. Twilight, Zecora, and the all the ponies looked back and saw General Darkclaw and the Nightwalkers walked out from the smoke, facing them. Their hiding place has been discovered.

"Ponies! By the order of Lord Bloodfang! Surrender to us or die!" Darkclaw warned.

"RUN! DISTRACT THEM I WILL. WE SHALL MEET AGAIN UNTIL." Zecora shouted.

"SEIZE THEM!" Darkclaw ordered.

The Nightwalkers swept into an attack, but Zecora pulled out a huge pile of glowing green dust and blown upward; following it into the air. The green dust dissipated around the room, forming into a foggy green cloud. Darkclaw and the Nightwalkers coughed as they looked uneasily around themselves, not seeing the ponies or anything around them.

"Where are they?" Darkclaw coughing in the fog.

"I can't see!" Nightwalker Guard coughing while trying to see through the fog.

With all the Nightwalkers distracted, Twilight and her friends hurried to the marking-ground and prepared to leave. Twilight looked back and saw Zecora still behind, blowing more of her green dust at the Nightwalkers.

"ZECORA, COME ON!" Twilight begged.

"GO!" Zecora yelled back as she disappeared into the green fog.

"ZECORA!" Twilight screaming in tears.

"Twilight! COME ON!" Applejack shouted.

Applejack ran to Twilight and dragged her to the marking-ground. When all of the six ponies were in position, out came the magic when all the ponies were conjured by a matching ring of flames from the markings on the floor. When the flames completely surrounded them, they all vanished with a purple flash of light.

The same purple light flashed out somewhere in a mysterious dark cave, A spot of light that slowly grow in brightness against the black to illuminate the area immediately around. It is on the tip of Twilight's horn; the ponies are in some barren cavern. Now Twilight and her friends looked around from place to place, looking for any hint of a way out of this mysterious cave.

"Now where are we?" Rainbow Dash groaned.

"What is this place?" Pinkie Pie scratching her head.

Fluttershy shaking in fright as she looked around the dark spooky cave. "It's too dark in here."

Rarity was pacing the floor; she stepped on loose dirt and was horrified to find its dust on her hoof. An appropriate shriek followed as she backed up. "Oh, and this place is full of dirt!"

Applejack turned to Rainbow Dash for a little help of finding where they are. "Rainbow Dash! See if you can find a way out up high."

"You got it." Rainbow Dash flew higher to get a better view around the cave. Looking through every corner to find a way out. Somewhere far in the lightless distance, a spark of light flashed out, knowing that she found an exit.

"Look, there's a way out up ahead." Rainbow Dash pointed out.

Applejack signed and decided it will be a better option. "Guess we have no choice."

"Let's go." Rainbow Dash said as she flew off and led the way. As all the ponies followed Rainbow Dash, Applejack looked back and saw that Twilight was still behind, sitting alone in the dark cave.

"Twilight?" Applejack said.

Twilight's eyes pop suddenly; in a longer shot, the others are walking out, Applejack hanged back, calling out to Twilight. "You comin'?"

"Ummm…. yeah... I'm coming." Twilight got up and ran off through the cave and catch up with her friends. In her mind, she thought in herself that maybe it's not a good idea to tell her friends at all.

From a distance all of Ponyville was consumed from its center outwardly by the growing wall of destruction. Within seconds all of Ponyville was gone. The view of the small village was burning and smoking with the red bat-shaped symbol flag struck to the ground, as a sign of victory. This once beautiful land was now being destroyed by an ancient enemy. It was still only noon and yet the sky was covered with purple clouds of darkness. The town was now quiet and soundless as all the Nightwalkers are hovering over the completely wiped out Ponyville. Zooming toward the Canterlot Castle and into the throne room, where Lord Bloodfang was standing in the balcony and watched the view of all of Canterlot and Ponyville go up in smoke.

"Ah, Equestria. All burnt in ruins. Just like old times, right Princess?" Bloodfang turned to Princess Celestia who was now shackled with giant metal chains around her neck, hooves, and wings and her horn mostly burnt. She was now a prisoner in her own castle. The Princess responded nothing as she only stared angrily at the Dark Lord.

"So, where is your poor lonely little sister?" Bloodfang questioned her as he slowly walked closer to her.

Princess Celestia still didn't say a single word as Bloodfang grew impatient.

"Where is she? Look at me when I'm talking to you!" Bloodfang growled in frustration as the captured Princess still refused to say a word.

"So be it. I'll just order one of my children to bring me a random little filly here and I will slaughter it right in front of you." Bloodfang threatened.

"DON'T YOU DARE HARM ANOTHER SOUL, YOU… YOU MONSTER!" Princess Celestia finally screamed out.

"Then tell me! Where is your sister?!" Bloodfang demanded.

"She will be here. Soon, she will defeat you." Princess Celestia shouted.

"Thousands of years and yet you still haven't changed, Princess. Do you really think your miserable lonely little sister can destroy me if you can't?" Bloodfang mocked.

"I wasn't talking about my sister. I was talking about my star student, Twilight Sparkle!" Princess Celestia said with pride.

"Twilight? I've heard that name before." Bloodfang took a moment to think and finally the mention of that name popped into his mind. "Oh yes. I remember. I heard her voice when I was slumbering in my tomb. So, this Twilight was the one who set me free. Such irony, I was freed not from my very own kind, but only to be freed by a little pony. And not just any pony….. Your own star student."

"It is destiny." Princess Celestia talked back.

"Poor sweet, Princess Celestia. If only you have just bow before me and become my queen. Things would've been different." Bloodfang said as he rubbed his claws on the Princess's hair.

Princess Celestia shouted as she pulled herself away from Bloodfang's grip. "Never! My heart belongs to somewolf else."

"Him?! Of all the creatures in the world. You choose him. What is so special about him? You, the Princess of all ponies. Only to give your own heart to that miserable mutt." Bloodfang scoffed.

"He has love, wisdom, and harmony of friendship." Princess Celestia said loudly.

"That's it. Ha! Am I going to sacrifice my destiny to those pathetic words than possessing ultimate power and immortality?" Bloodfang laughed.

"Are those the only things you serve, Bloodfang? Only to be empty-hearted." Princess Celestia said with disappointment.

"And what do you serve, Princess. Sacrificing the poor and protecting the innocence. That's what makes you so weak." Bloodfang stopped at the sound of a door being thrown opened. It was General Darkclaw.

"What is it, General?" Bloodfang commanded.

General Darkclaw walked to Bloodfang and bowed before him. "My lord, Canterlot and the small village called Ponyville are now under Nightwalker Law. We've also salvaged all across the forest. We captured few ponies and a zebra on the way, but I'm afraid that six ponies have managed to escape."

"Twilight..." Princess Celestia whispered to herself.

Bloodfang growled as he overheard the Princess and looked back to his General. "Are you sure that there are only six of them escaped?"

"Yes my lord." Darkclaw said.

"Does one happen to be a unicorn?" Bloodfang questioned.

"There were different types, my lord. Two unicorns, two pegasi, and two earth ponies." Darkclaw answered.

Bloodfang hesitated for a moment and speak to his General who was awaiting orders. "Then take as many as you can, General. Find these ponies and bring them to me immediately."

"Yes, my lord." Darkclaw bowed again and flew out of the throne room.

Bloodfang chuckled and stared back to the princess. "Your star student will not be a problem for long. My forces will capture them very soon."

"We shall see, Bloodfang." Princess Celestia protested.

You've always were a fool, Princess. Still always thinking that there is hope even you have been miserably defeated. But I can tell you this." Bloodfang grabbed Princess Celestia's face in a sudden force. "You can brag all you want about your precious student and your words of love, wisdom, and friendship, but that will not stop me from killing every miserable creature on this world."

Bloodfang released the Princess's face and stepped over to a window and looked out; his minions are running amok in the streets and in the skies.

"Once I devour every soul. I will have all the strength and power I need to kill your prince and destroy my hated enemies…. the Guardians." Bloodfang hissed.

SONG: WE ARE LORDS!

(Bloodfang jumped out from the balcony and flew over the top of the Castle and made a hard landing.)

"Love, wisdom, friendship, ha. Those words don't even mean to describe it. My heart is filled with cold and ashes. Feel the evil from within."

"We are Lords!"

"Lords that reign of fear. We are ones who care for chaos. We are ones who care for conquest. We are ones who care for destruction."

(Bloodfang stomped his foot hard on top of the tower and caused a cracked dent. Then a shadowy liquid oozed out between his claw toes and magically came to life and started covering the ground underneath him, and then worked its way to the entire Castle. The shadow consumed the white walls, windows, and pony statues and transformed them into stone-brick walls, black-shattered windows, and rusty metal-bat statues holding a Nightwalker flag. Canterlot Castle has been remodeled into Bloodfang's new empire.)

"Canterlot is mine once again. Soon all of Equestria. And finally the entire world!"

(Bloodfang towered over a gathering throng of Nightwalkers.)

(Nightwalkers cheering)

"ALL HAIL LORD BLOODFANG!"

(Steam of fire filled everywhere. The fire evaporated, revealing rows of goose-stepping storm trooper Nightwalkers marching in the Canterlot streets.)

(Nightwalkers)

"We are the children of darkness. The demons of the underworld."

(Bloodfang observed from above. Their shadows crossed his face.)

(Bloodfang)

"The strong will survive….….. the weak will perish. Come forward my children of death. A New Age will come to our way. Flesh and blood will burn. And all of creatures will bow. They will feel the taste for blood."

(Nightwalkers)

"We are Lords!"

"Lords that reign of fear."

(Bloodfang)

"We shall rule forever. Those who fall shall die. We stand till the end. Let the storm reign free."

(Nightwalkers)

"We are Lords!"

"Lords that reign of fear."

(Bloodfang)

"We are ones who care for chaos. We are ones who care for conquest. We are ones who care for destruction."

(Nightwalkers)

"We are the children of darkness. The demons of the underworld."

(Bloodfang)

"We are the ultimate evil, the masters of worlds, god of immortals. We are the Lords."

"The kings of the blood that death comes ripping. We are what who we are."

"We are Lords!"

"Lords that reign of fear."

(Darkclaw flew into the sky as dozens of Nightwalkers followed him.)

"We are ones who care for chaos. We are ones who care for conquest. We are ones who care for destruction."

(Nightwalkers)

"We are the children of darkness. The demons of the underworld."

(Bloodfang, Darkclaw, and all the Nightwalkers)

"We are Lords!"

"Lords that reign of fear."

(Bloodfang and Nightwalkers)

"WE ARE LORDS!"

Bloodfang and his Nightwalkers laughed evilly as they end their song, the scene pulled back, through the length of the entire newly-built Dark Castle, with Bloodfang ranting atop of his new empire while millions of Nightwalkers shriek and sour into the sky, preparing to invade the rest of the other lands of Equestria.

Across the path of the taken-over Ponyville, over the hills and forest, came the view of Sweet Apple Acres, the whole place has been deserted, panning across the field as a tumbleweed drifted by. But inside the barn, under the floorboards, in the dark crawlspace, a light clicking that reveal to be a small firefly lantern, on a second later to illuminate Granny Smith and Big Macintosh.

"You think they seen us?" Apple Rose whispered in the dark.

The light coming up was enough to reveal all the family, who are whimpering and trembling in fear. Granny Smith and Big Macintosh are calming the families' voices down to avoid getting caught.

"Quiet, everypony. I'll check to see the coast is clear." Granny Smith peeked though the small hole on the floorboard and looked around to see if it's safe. What she saw is nothing but furniture and pictures on the walls. Not a single bat in sight. It appeared that the Nightwalkers have not yet swept through the farm area.

"I don't think they're here yet." Granny Smith said as she turned back from the peek hole.

"Ee-yup." Big Macintosh said.

"What are we going to do?" Apple Rose said.

"I'LL TELL YOU WHAT WE ARE GOING TO DO! WE'RE GOING TO DIE! DIE! DIE I TELL YOU!" Braeburn yelling panicky.

"Hush up now! There are fillies here." Auntie Applesauce said as she hugged all the frighten fillies.

"NOPONY CARES ABOUT THAT! THIS AIN'T A FAIRLY TALE! THIS AIN'T AN ACT! THIS IS THE REAL THING WE'RE TALKING ABOUT HERE!" Braeburn shouted.

"DOES ANYPONY KNOW HOW TO GET OUT OF HERE?!" Peachy Sweet screamed while running back and forth.

"Is this really the end?" Apple Bumpkin crying.

"We're doomed." Golden Delicious shaking herself on the ground.

"NOW EVERYPONY! Calm down. I've survived many worse things back in the old days." Granny Smith shouted at the family.

"Ee-yup." Big Macintosh said behind Granny Smith.

"Why, I was chased and almost eaten by a pack of hungry Timberwolves when I was your age and y'all think I will just panic or give up hope to a bunch of flyin' rodents." Granny Smith said.

"Nope." Big Macintosh said behind Granny Smith.

"We are strong, tough, and survivors. We are the Apple Family." Granny Smith called out.

"Ee-yup." Big Macintosh said behind Granny Smith.

All of the Apple Family lower their heads down and remained quiet and calm.

"Now all we have to do is stay here for a while and try to come up with a plan to escape. I think these creatures still don't know about this place yet, but they will and when they do, we'll be out of here in no time." Granny Smith said with hope.

Babs said as she walked out through the crowd of the Apple Family and faced Granny Smith. "But Granny Smith. How are we going to get out here? These creatures are everywhere."

"Have faith, Babs. We always do." Granny Smith as she placed her hoof on Babs's chin.

"But what about Applejack?" Babs worried.

"That gal has done many things in the past. She told me all the adventures with her wonderful friends. If she could pass through all those obstacles, I sure she'll pass through this mess. She'll be fine." Granny Smith smiled.

"I hope so, Granny Smith. Me and Apple Bloom are very worried about her." Babs frowned.

"Yes, I ….." Granny Smith stopped in her mind and looked around, she noticed that somepony was missing. "Hey wait just a gosh darn minute! Where is Apple Bloom?"

Granny Smith, Babs, and Big Macintosh looked through the herd of the Apple Family and finally realized that Apple Bloom was nowhere in sight. She was not in the crawlspace or inside the farm. The family was all shocked and surprised, wondering where she can be.

Somewhere in the burnt town of Ponyville, a Nightwalker Troll was patrolling the street. The troll halted and sniffed the air; picked up a scent and followed the smell. The scent seemed to be coming in every direction around him. It walked pass through a trash can and head out to the end of the street. Inside the trash can that the troll passed by, the lid raised up with the little farm pony's head at the bottom, she quickly jumped out and hid on the side of a building.

"I could do this. I'm brave enough." Apple Bloom whispered to herself.

Apple Bloom walked cautious and determined, she stepped out of the building. Out in the street and hid behind an old wagon.

"Steady Apple Bloom. What will Mudshield do? He will never give up and they will rather fight than surrenderin'." Apple Bloom whispered as she peeked around a corner at the distant figure of the troll, it was still sniffing and walking through the streets, it looked back. After ducking back with a sudden gasp, she risked another look with sweat leaking out from her head.

The troll kept on sniffing the air and finally it tracked the scent. It turned around and spotted at the direction of the wagon where Apple Bloom was hiding. The troll picked up its hammer and start walking towards her hiding place. It reached the small wagon and looked over. No one was there. The troll scratched his head in confusion. It sniffed the air again and still kept getting that same scent. It sniffed around and then it sniffed under his arm. The troll let out a disgusted belch, thinking that was the answer to the scent it's been following. The troll gave up its patrol and has a quick look over its shoulder before walking off.

Next to the old wagon was an overturned wooden barrel, Apple Bloom peeked out from underneath, share a relieved look. Apple Bloom got another furtive look at the departing out-of-towner from the alley and some bushes, working her way out through the forest. In the forest, Apple Bloom arrived to her Crusader's Clubhouse. She quickly barged in and shut the door behind her.

"I did it. I made it." Apple Bloom signed in relieved.

"Apple Bloom?" A familiar voice called out to her.

Apple Bloom screamed as she jumped in fear. "WHO'S THERE?!"

Apple Bloom quickly looked around and saw two shadowy figures hiding in the corner of the clubhouse. The two figures emerged from the shadows and turned out to be Sweetie Belle and Scootaloo.

"Sweetie Belle? Scootaloo?" Apple Bloom shouted with happiness.

The little fillies rushed to each other and hugged in gratitude and relieve.

"I am so glad to see of y'all. Are y'all okay!" Apple Bloom said eagerly.

"We sure are." Scootaloo excited.

"We're all okay." Sweetie Belle smiled.

"But how?" Apple Bloom questioned.

"Probably the same way how you got here." Scootaloo replied.

"How long you two been here?" Apple Bloom slightly asked.

"Ever since the invasion started." Scootaloo explained.

"We've been hiding here ever since." Sweetie Belle said.

Apple Bloom was very relieved to see her friends safe and sound, but however she still got a job to do. "Have y'all seen my sister?"

"No, we haven't seen her. When was the last time you saw her?" Scootaloo asked curiously.

"We haven't seen her after she tried to chase down after Twilight." Apple Bloom said.

"Rarity was also chasing after Twilight. I've never saw her after that." Sweetie Belle confused.

"That's weird, Rainbow Dash too." Scootaloo pondered for a bit. "I've been trying to find her also."

"Wait, they're gone too?" Apple Bloom confused.

"They're all gone." Scootaloo answered.

"I haven't seen Fluttershy or Pinkie Pie either." Sweetie Belle said quickly.

"Where do you think they ran off to?" Apple Bloom wondered.

"You don't think….. they're….. they're…" Sweetie Belle shivering in fear, thinking that her sister and all of her friends were captured by the monsters too.

"No way! I know Rainbow Dash. She's too awesome. There is no way she could be captured by the likes of those things." Scootaloo protested.

"But what if they are?" Sweetie Belle frowned.

Scootaloo took a moment and sighed sadly. She knew that may be possible. "Then what can we do?"

Apple Bloom saw that her two best friends are hopelessly depressed; she thought for a second and decided to find a way to encourage them. "Well, I tell you what we're goin' to do! We're goin' to save them!"

Sweetie Belle gasped in shock. "Apple Bloom, that's a horrible idea!"

"We have to believe in ourselves." Apple Bloom said.

"But those things are everywhere. How are we going to save them?" Scootaloo reiterated.

"What will the Guardians do?" Apple Bloom trying to persuade Sweetie Belle and Scootaloo.

"The Guardians? But we are not like the Guardians. They have everything. They're tough, brave, and strong. We have nothing… we are just of bunch of little ponies." Scootaloo discouraged.

"We may not be Wolves or Guardians, but we are the Cutie Mark Crusaders." Apple Bloom shouted with pride.

Sweetie Belle and Scootaloo looked at Apple Bloom in confusion.

"Our sisters and friends have been there for us when we needed them. When we were all alone and didn't have our cutie marks, they were there for us. When I had cutie pox and nopony came out to help me, who was there for me? It was my sister! She was there for me." Apple Bloom turned to Sweetie Belle. "Sweetie Belle, when you were sad and depressed, who supported you? It was Rarity. She was there for you." Sweetie Belle let out a big smile after what she just heard. Apple Bloom then turned to Scootaloo. "Scootaloo, when we were campin' and you fell in the river, who saved you? It was Rainbow Dash. She was there for you." Scootaloo let out a little giggle when she remembered that night. "But now, they need us and as Cutie Mark Crusaders, we are not just going to stand here and let our friends and family to die out there."

Apple Bloom's words have brought a little spirit in Sweetie Belle and Scootaloo. The two fillies took a moment to think and realized that Apple Bloom is right. They both smiled and nodded in acceptance.

"You're right, Apple Bloom." Sweetie Belle agreed.

"Yeah, we're right behind you." Scootaloo accepted.

"Thank you, Sweetie Belle, Scootaloo." Apple Bloom appreciated.

"So what's the plan, Apple Bloom?" Sweetie Belle asked.

Apple Bloom opened her mouth, but didn't say a word. She realized that there was still one thing that she didn't plan yet.

"I'm… still workin' on that." Apple Bloom said nervously.

Realizing that they have completely missed the obvious, Scootaloo and Sweetie groaned and keeled over to the ground.

Author's Note

How are the Cutie Mark Crusaders going to save their friends? Will Twilight and her friends make to Imperiacus before the third day? Tune in next chapter. Please review. If you wish to see the picture for the Guardian Wolves and the Nightwalkers, go to Deviantart with commander369.

Through the Buffalo Village

On the empty stretch of the dark cave, the ponies are walking down the cave road. Rainbow Dash was flying ahead, leading Twilight and the others towards the exit. They been walking for like less than an hour and they are very exhausted and tired, especially since they are walking in a dark musty cave.

"Oh, how much longer are we going to keep walking? My hooves are getting filthy." Rarity said as she stared down at her muddy hooves.

Applejack made annoyed signed as she looked back at Rarity. "Oh, quit complainin'. Besides, we've only been walkin' for like a half hour."

"But how far is it?" Rarity cried out more complaining.

Applejack groaned in grief and looked up at Rainbow Dash in the air. "Hey Rainbow Dash, are we almost there?!"

Rainbow Dash looked straight ahead and saw that the light was flashing closer and closer. "We're almost there. I can see the light up ahead."

"You see, we're almost there." Applejack signed in exhaustion, mostly from Rarity's whining.

Rarity harsh a little bit and decided to relax a little. She looked over to her side and saw that Twilight is still very unhappy. "Hey, Twilight. What's wrong, darling?"

Twilight snapped out of her mind when she heard her name calling out to her. "Huh?"

"You've been very quiet for a while. Is something bothering you or something?" Rarity said a little worried.

Then, Pinkie Pie jumped in between Rarity and Twilight. "Are you sad? Because you look very sad."

Twilight hesitated a little bit and tried to speak. "Well…"

Fluttershy came in. "Oh course, something's bothering her. Twilight is so sad because the Princess and our home are being destroyed by the Nightwalkers. Twilight is very sensitive when it comes to this sort of thing."

Rarity groaned in irritation. "Oh come on, Twilight. You don't have to blame yourself for this. There is nothing you could've done to prevent this."

Rainbow Dash flew lower next to Twilight. "Yeah, it's not your fault that this just happened. I mean, it's not like you were the no good pony who woke up Bloodfang."

Twilight forced up a little giggle and flicked her eyes evasively.

Rarity nodded her head in a full agreement. "Rainbow Dash is right, Twilight. You are the most gifted unicorn I have ever met, unlike that pony who woke up Bloodfang, now she's the one we should be blaming at."

Twilight tried to keep it together, but the more they talk about the accident, the more nervous she got. "Wait, I been thinking, maybe the pony who woke up Bloodfang didn't mean it. Maybe, she was just trying to prove a point and caused this by accident. Don't you ever think of that?

Fluttershy interrupted with a gasp. "Of course not, Twilight. Because everypony in Equestria knew that Bloodfang is the most evilest of all evil creatures in the world. Whoever pony woke him up knew what Bloodfang is capable of, which means that she only did it for her own selfish amusement."

Rainbow Dash shouted with a furious rage. "Yeah, Fluttershy's right! Once we find the Guardians and end this war. I will not rest until I find this pony and make sure she pays for what she's done."

"Hear, hear." Rarity agreed.

Even Pinkie Pie agreed. "You said it!"

Applejack kept overhearing what all of her friends are saying to Twilight and decided that she had just about enough, knowing that this isn't helping her at all. "That's enough, y'all. Give Twilight some space. She's been through a rough time today. Let just focus on gettin' out of this cave." Then Applejack suddenly stopped and gasped what she was seeing ahead.

"A dead end?" Applejack shocked.

Rainbow Dash shouted in shock. "WAIT, THAT CAN'T BE RIGHT!"

Rarity growled impatiently at rainbow pegasus. "What gives, Rainbow Dash! I thought you knew where you're going!"

Rainbow Dash scratched her head in confusion. "I was….. I mean, I do. I mean… I swear, I did saw a light flashing here somewhere. There's no way I could've miss that."

Applejack believed Rainbow Dash, she knew that she wouldn't lie about this and there was no question that even a pegasus like her could mislead her guidance. She decided to looked around again to find where the way out is. Then a small light flashed above her. She looked up and she saw it, the exit was on top of them. "Hey look! Up there!"

Back on the surface, a huge rock was pushed aside from the ground as Rainbow Dash's head peeked out. After she looked around to see if it's safe, when the coast was clear, Rainbow Dash and Fluttershy carried their friends out from the hole. When they were all out from the caves, the ponies view the new landscape. They realized that they're in a desert land, scatter of boulders and cactuses.

"So, where are we now?" Pinkie Pie asked.

Applejack looked around and observed the area. "Looks like we're in some sort of a desert."

"I can't believe it! Why are we here anyway?! Why did Zecora sent us here?! Now, we are all stuck out here in the middle of nowhere!" Rainbow Dash complained while pacing around in the air.

"Would you please calm down?" Applejack said.

Don't tell me to calm down!" Rainbow Dash yelled.

"Oh dear, my hair can't take this level of heat." Rarity said while stroking her hair away from the heat.

"What do we do here from now? Where do we go from here?" Fluttershy said slightly.

Twilight looked around for herself, she thought for a moment realizing that there's something familiar about this place. "Have we been here before?"

"Yeah! We're in the middle of nowhere!" Rainbow Dash interrupted.

Twilight pushed Rainbow Dash away. "No, we must be somewhere. But I can feel that we been here before."

Rainbow Dash continued pacing angrily around in the air. "Oh, this just great! Ponyville and Canterlot are now being overthrown by Nightwalkers and now we are stuck here somewhere in the middle of the desert." She made a depressed groan and then dropped flat to the ground. "How can it get any worse!?"

Then suddenly, Rainbow Dash felt a trembling shake on the ground. All the ponies can feel it too, something was coming their way. Dust and smoke filled the air around them and the sound of rumbling hooves approached them. The tremor and the sound stopped. When the dust and smoke cleared away; they saw a huge herd of buffalo surrounding them.

"Halt! Who goes there?" A buffalo shouted out.

"It definitely got worse." Rainbow Dash said in a scared voice.

The buffalo snort out steam and begin to rush in to strike, but a sound of a female voice cried out. "Stop!"

All the buffaloes halt. Twilight and the others stared frighten at the buffaloes as they stopped. Then, the herd began to move. In the middle of the them, they created a wall in between. The wall parted to reveal a small female buffalo. It was Strongheart.

"Rainbow Dash? Pinkie Pie? Is that you?" Strongheart took a closer look at the intruders.

"Strongheart!" Rainbow Dash and Pinkie Pie shouted in joy.

A mile away, across the desert was the buffalo Indian village, where all the herd members are eating and milling among a clutch of tepees. Twilight and her friends are sitting around the fire for a feast offering. Each of the ponies was given that same bowl of that brown and mushy food that all the buffalo are eating.

"Oh great. This stuff again." Rainbow Dash burped as she pushed the bowl away.

As for Pinkie Pie, she was gobbling up hers. "This stuff taste even better than the last time we were here."

Rainbow Dash shivered in disgusted. "Ewww… Don't remind me."

However, Pinkie Pie wasn't the only pony who liked the food; Applejack was also munching the whole food in a mouthful and made chewing noisily with her mouth open. "Whatcha talkin' about. This stuff is great!"

Rarity let out a disgusted groan as she watched Applejack chow down on her bowl. "Oh, I agree with Rainbow Dash. This stuff is very unpleasant."

"Rarity, we shouldn't be rude. We should respect and appreciate for other's giving." Fluttershy said politely.

"So, why aren't you eating yours then?" Rainbow Dash said suspiciously at Fluttershy.

Fluttershy sniffed her bowl; stick out her tongue in disgusted, and pushed it away. "Umm… I'm not really that hungry." Fluttershy chucked nervously as her cheeks glow red.

While the other ponies are busy with their "food", Twilight and Chief Thunderhooves are having an important conversation about what has happened.

"Hmm, I see. So, your home is being destroyed at this very moment. Destroyed by some powerful evil creatures, am I right?" Chief Thunderhooves said.

"Yes, you heard about it too." Twilight surprised.

Chief Thunderhooves nodded his head. "Indeed we have. This morning, we saw many creatures and animals herding together, moving away from the north. They were all scared and frightened by an evil presence."

"It's like they were all running away from something… or someone." Strongheart said a little worried.

"You buffaloes know things, right. Something that even ponies don't know about." Twilight wondered.

Chief Thunderhooves smiled at the purple unicorn. "We know many secrets that some ponies don't know about. We have lived in uncivilized world with many unnatural purposes. Every generation, we buffaloes kept our cultures and our traditions remembered every day."

"What do you know about the Nightwalkers?" Twilight silently asked.

That question has driven all the buffaloes to stopped eating their food and stared shock at Twilight.

Chief Thunderhooves made a sad impression and closed his eyes. "The Nightwalkers? Oh yes, we all know them very well. Lord Bloodfang and his Nightwalkers nearly wiped out half of our ancestors centuries ago. He was a monster unlike any other. Born from the shadow of death. A terrifying demon."

"We honor the lives and sacrifice of our ancestors and we could never forget the beast who took it from them." Strongheart pointed out.

"You guys must know a lot about them." Twilight asked with concern.

"More that you know, Twilight." Chief Thunderhooves replied.

"We know mostly everything about those monsters." Strongheart said with a sad face.

Twilight frowned and took a deep breath. "Then I'm sorry to say this, but….. Lord Bloodfang has returned."

Chief Thunderhooves, Strongheart, and all the buffaloes gasped as they heard that. Whispers are heard all around. The buffaloes held each other close in fear. Chief Thunderhooves was shocked to what he just heard and said nothing. He only got up and head towards one of the huge tepee; he then looked back at Twilight and the others. "Come with me."

Chief Thunderhooves and Strongheart walked inside the huge stone tepee. Twilight and her friends got up and follow them. Inside the tepee was a smoking ground with ancient drawings painted on the walls.

"This is our sacred ground." Chief Thunderhooves said.

"What's so special about it?" Rainbow Dash asked.

"There are things you must know about this enemy." Chief Thunderhooves answered when he walked towards the wall and pointed out a painting of a huge bat with red eyes.

"There's a story. A story never told. The history of the Nightwalkers. How it all began." Chief Thunderhooves said as he stood next to the other paintings on the wall.

Twilight and her friends walked closer as Chief Thunderhooves explained solemnly. "As you may know, every story has a beginning. The story of Lord Bloodfang and the Nightwalkers weren't always like this. In fact, there comes a time where there wasn't even Bloodfang or the Nightwalkers. There were times, when the world was never consumed by evil and civil war."

Chief Thunderhooves then pointed out the next painting of two circles combining together, one was yellow and the other was black.

"It all started with the eclipse. Remember, the eclipse was the source of our way of life. It makes our land to grow food, refill our water supply, and gives us fresh air to breath. When the sun and the moon first rose into the sky and formed together to become this powerful element, it shined its power and created life, such as all of us."

"You mean like ponies, buffaloes, griffons, and others creatures like that?" Twilight asked.

Chief Thunderhooves nodded in confirmation. "Yes. The eclipse was our creator. In the beginning, when life was created, there were seven original tribes in our world, our ancestors and each of them lived in separate territories to insure peace was kept without any disagreements from each other. They all have only one thing in common; they love and cherish the wonders of our creator. But one tribe did not. The Bat Tribe, led and ruled by the bat king named Lord Bloodfang. He wanted to rule everything for himself and the only way to do it…. is by blocking the sky with complete darkness, preventing the eclipse to shine the power of life to our land."

Twilight spoke up in her tone subdued. "What will that do?"

Chief Thunderhooves stared off into distance. "If Bloodfang does prevent the eclipse from shining its power to the earth, the earth will be nothing but a whole wasteland of death for another hundred years. If he succeeds, he will rule the world and his victory will be the end of everything."

Twilight stepped forward anxiously. "He's already covered the skies of Canterlot and Ponyville with his darkness and he will stop at nothing until he has completely covered all over Equestria. And there is nothing we can do about it."

"Which means, the eclipse cannot shine the power of life to Equestria." Applejack said with shocking frown. "Our home will not grow food, water, or fresh air for another hundred years."

"The Nightwalkers will have completely taken over Equestria and soon the world. We have to do something about it!" Fluttershy shaking in fear.

Twilight nodded approvingly. "How do we get rid of the darkness that has covered all over Equestria?"

"That is the hardest part. You must destroy Bloodfang." Chief Thunderhooves answered.

Twilight asked desperately. "It won't be long till the eclipse comes. We need to find help from the ones who beat them before."

Chief Thunderhooves inquired in surprise. "Oh… you seek the wolves of Imperiacus."

Strongheart eyes widen and surprised. "The Guardians?"

"You know the Guardians, too?!" Fluttershy said a little surprised.

"Yes, we do. They have once saved our ancestors from the beast's wrath. They are also one of the seven tribes of earth. They were the mightiest and the most strongest species than all of us." Chief Thunderhooves said with honor.

"We hold great honor to them and to all of their kind. We buffaloes worship to all the wolf tribes." Strongheart said with gratitude.

"We know that only the Guardians can defeat the Nightwalkers." Fluttershy said.

Chief Thunderhooves smiled and pointed out the next painting on the wall, a wolf in a golden armor. "Yes, it is true. Only with them, our land can be saved."

"THEN YOU MIGHT KNOW HOW TO FIND THEM, RIGHT!?" Pinkie Pie shouted with joy.

"Indeed…" Chief Thunderhooves said as Twilight and her friends smiled in relieve. But then Chief Thunderhooves finished his sentences. "….. we don't." Twilight and her friend's faces' returned back to frown again.

"I'm sorry. The map to the land of Imperiacus was lost for a thousand years." Chief Thunderhooves apologized.

Twilight and all of her friends groaned as they lower their heads down in disappointment.

"Back to square one." Rainbow Dash signed miserably.

"However, there is a clue that can help you to find the map." Chief Thunderhooves called out.

"What's the clue?" Rarity asked in confusion.

Chief Thunderhooves walked closer to the other side of the wall and pointed out the last and final painting, the painting doesn't show a drawing, but only words. Chief Thunderhooves read out the painted words. "Go to the kingdom of stone and rock. The kingdom ruled and protected by the heart of greatness. The kingdom that shines its light and reflects back with happiness. It is a kingdom of hope, an empire of heaven."

"Was that all?" Rainbow Dash asked.

"No. There is also this." Chief Thunderhooves then pulled out a small object wrapped up in an old rag. He opened it up and inside revealed to be a piece of a broken stone with a little word written on it.

"What is it? Some kind of a rock?" Applejack examining the little piece of stone.

"Let me see." Twilight took a little look at the mysterious piece of rock and read what was written on it. "It said, "Lead us the way"." Twilight turned back to Chief Thunderhooves. "What does that mean?"

Chief Thunderhooves considered carefully. "That is something for you to find out. All I can do is tell you the clue and give you the item that comes with it. That is your destiny."

Twilight's eye began to dim; she realized that they are now on their own. "Do you think we will be able to find the Guardians before the time of the eclipse?"

"You must believe. Never give up on believing. It's always been about believing. If you believe in something so wonderful, anything is possible." Chief Thunderhooves said to Twilight with hope.

"This is going to be tough, y'all." Applejack murmured.

"You can't imagine, how are we ever going to get to Imperiacus from here?" Rarity stood down.

As the ponies signed in doubt, but as for Twilight, she was thinking carefully to the clue in her head. Then the answer popped into her mind, she knew what the clue meant.

Rarity noticed Twilight's lost in thought. "What's wrong, Twilight?"

"I think I know where to look next." Twilight spoke out.

Everypony stared at Twilight.

"Really, you do?" Fluttershy shouted with grief.

"Yes, it's in…." Twilight was about to tell them the answer, but then…..

"Please, do not tell us! It is best for us that we don't know." Chief Thunderhooves interrupted.

"Why not?" Twilight gasped.

Chief Thunderhooves signed. "It is for our own good. If the Nightwalkers ever find us, they will force us to talk. We want to be sure that we have nothing to give them."

"But then, they will kill you all." Twilight whispered in a sad tone.

Chief Thunderhooves took a moment of silence and then spoke. "It is for the best. It is unfortunate, we all may die, but we can't accept the world to die as well. The world is our precious treasure and we must not let them take it from us… That is the world we live in now." Chief Thunderhooves made a big smiled on his face.

SONG: THAT IS THE WORLD WE LIVE IN NOW.

(Chief Thunderhooves began to sing in a high strong voice.)

(Chief Thunderhooves)

"The world is made of air, land, and water. We certainly need all three."

"That is the world we live in now."

That is the world we live in now."

(All the buffaloes walked in the stone tepee and joined Chief Thunderhooves as they danced around him. Music of drums playing all around.)

(Chief Thunderhooves)

"Peace and love of all. The earth is our home. Let's keep our whole world young. Let's keep our whole world young!"

"So how can you give up on a life like this? All you have to do is believe. Have faith. The world will guild you a chance. The whole is a beautiful place. So don't give up."

(Buffaloes)

"That is the world we live in now."

(Twilight and the others clapped their hooves as they get into the music.)

(Chief Thunderhooves)

"The stars come out the beautiful night sky. We sing of the as the wind blows. We will soon put to a fight. The world is all we had. So don't give up."

"The land of earth is important to us, how can we give this up."

(Strongheart had jumped in and started dancing and singing as all the buffaloes and ponies clapped around her.)

(Strongheart)

"Air is around us. The flower blooms the great power of the storm. It is there even though we cannot see it."

(Buffaloes)

"That is the world we live in now."

"The land is important to us. With their mountain and valley. It is the land we grow food. The land is our life."

"Look around you. There is hope. Our world is worth to fight for. Let's keep our whole world young. Let's keep our whole world young!"

"That is the world we live in now."

(Chief Thunderhooves)

"The oceans will flow. The powerful waves grow our land. With ice, snow, and rain that will make."

"The moon shines a kiss as we sing a lullaby. The gentle breeze of evening. It is our treasure. The whole world is our treasure. We can't let them take it from us. So don't give up."

"That is the world we live in now."

"So don't give up."

(Strongheart and all the Buffaloes)

"All living things are our live. Our generation. The magic of the whole world. Let's keep our whole world young. So don't give up."

(Chief Thunderhooves, Strongheart, and all the Buffaloes singed as they danced around.)

"That is the world we live in now."

"That is the world we live in….. NOW!"

(All the buffaloes end their song as they continued dancing around the campfire.)

An hour later, Twilight and others have all the information they needed and decided to continue on their journey. They made their good-byes to all the buffaloes in the village and head out. The ponies are now walking through the field, heading away from the buffalo village. Twilight was leading as the others followed.

"Where are we going, Twilight?" Rarity asked.

"Think about it. Chief Thunderhooves said that the map to Imperiacus is in a kingdom of stone and rock. A kingdom that is ruled and protected by the heart of greatness. The kingdom that shines its light and reflects back with happiness. It is a kingdom of hope, an empire of heaven." Twilight said as she knew what the clue meant.

"I still don't know what that means." Applejack confused.

Twilight stopped and looked back at her confused friends. "Come on, girls. A kingdom of stone and rock. A kingdom ruled and protected by the heart of greatness."

"Yeah, so?" Rainbow Dash said as she scratched her head.

Twilight stopped and turned to her friends, trying to make sure that all the ponies understand the question. "Tell me, what kind of a kingdom that is ruled and protected by a heart."

Rarity tried to solve the question in her mind. Then finally she figured it out. "Wait a minute? You don't think?"

"I don't think. I know." Twilight smiled as she finally got one of her friends to know the answer.

"What is she talking about, Rarity?" Rainbow Dash said with impatient tone.

Rarity looked at Rainbow Dash. "The Crystal Empire." She then turned to Twilight. "Isn't it, Twilight?"

"That's right. It is a kingdom made out of crystal, which is also a stone and rock. It is ruled and loved by the Crystal Heart and it is an empire of heaven." Twilight explained.

"Hold on a minute. Let me get this straight. You're telling us that the crystal ponies have the map all along." Rainbow Dash said in confusion.

"I think they knew about it, but I don't think they remembered it. The crystal ponies have suffered a horrible amnesia after King Sombra took over the Crystal Empire." Twilight said.

Applejack rubbed her chin, remembering another clue. "Chief Thunderhooves also said that the map has been lost for a thousand years."

"That was probably the same time when the Crystal Empire disappeared." Fluttershy added.

Twilight nodded without doubt. "It can't be a coincidence."

Pinkie Pie jumped in front of Twilight. "And you know what that means, right!"

Twilight shook her head. "That's right, Pinkie Pie. We are going to the Crystal Empire."

Back at the buffalo village, Chief Thunderhooves and Strongheart are still inside the old sacred stone tepee, staring at the paintings on the walls. Strongheart was starting to get very worried about her friends. "I sure hope that Twilight and the others know where they are going?"

Chief Thunderhooves came up to her and start patting her on the head. "You must believe, Strongheart. The pony Princesses brought them here for a reason."

"I hope so." Strongheart smiled.

Chief Thunderhooves and Strongheart finally head out through the curtain doors. Chief Thunderhooves swing the curtains open and looked out as they come out of the tepee. They're faces turned into shocked grimaces as they saw outside that there are swarms of Nightwalkers waiting for them. The herds of buffaloes are there; they were all pinned down to the ground and held as hostages. At the head of the troops of the Nightwalkers was General Darkclaw.

"Ah, yes. You must be the new buffalo chief. Such an honor to meet you." Darkclaw hissed at the two buffaloes.

Chief Thunderhooves slowly moved himself in a defense position as he held Strongheart closer to protect her.

"Let's just cut to the chase. The six ponies that were here earlier, where are they heading?" Darkclaw shouted in an impatience tone.

Chief Thunderhooves said nothing as the angry General walked in closer to him. "I said, where are they heading?!"

"I don't know anything, I cannot help you!" Chief Thunderhooves refused.

General Darkclaw growled in anger. "Then maybe, you will help by saving the little one over there." Darkclaw looked towards Strongheart, who was shaking in fear.

"My troops and I are getting very hungry from flying here and we really love the taste of blood from children." Darkclaw licked his lips as the other Nightwalkers drool from their mouths in hunger.

"It wouldn't matter anyway if I told you! I don't know where they're going!" Chief Thunderhooves distressed.

Darkclaw pointed his sharp claw straight at the chief's nose. "I don't care where they're going! I want to know which way did they went!"

Chief Thunderhooves can only stare in mute fear and began to sweat with horror, trying to make a hard decision.

"NOW TALK! WHICH WAY DID THEY GO! WHAT DID YOU TOLD THEM?!" Darkclaw shouted as his eyes glow red.

Back at the former castle of Canterlot, Three Nightwalker Trolls marched down the deserted street of the new empire. A huge crowd of chained ponies has gathered in front of the castle. Guards in the towers look down, apprehensive. The trolls walked up, stopping in front of the stairs of the Canterlot Castle. Bloodfang emerged from the castle door and walked down the stairs, looking upon his collections of slaves; behind him, two Nightwalkers carried out the chained-up Princess Celestia and forced her down the stairs and placed her next to him. One Nightwalker flew down and bowed down to Bloodfang.

"Report, has General Darkclaw left as I requested?" Bloodfang commanded.

"Yes, my lord. General Darkclaw is on his way to capture the fugitive ponies. He will be arriving shortly as you commanded." Nightwalker Guard said.

Bloodfang chuckled. "Good, now what is the status of all of Canterlot?"

"We have sealed all the entrances outside of the castle and we have already built a fortress around the town called Ponyville. All of Canterlot Castle and village are now secured. Even if some ponies are still hiding out there, they still can't escape from us this time." Nightwalker Guard informed.

"Yes! Now, what about the other pathetic creatures out there from Canterlot?" Bloodfang smiled.

"We are closing in on all the remaining villages as we speak, soon every city and every creature in Equestria will be yours to command, my lord." Nightwalker Guard responded.

"Perfect! But, what about the Princess of the Might, Princess Luna? Where is she?" Bloodfang said.

"We have scattered all over the castle and the entire village, but there is still no sign of her. We may believe that she is still out there somewhere, planning and gathering a resistance to attack us." Nightwalker Guard said.

"I want her found immediately!" Bloodfang snarled.

"I assure you, my lord. We will capture her when the night comes. She is the Princess of the Night after all. She will be here soon." Nightwalker Guard said.

"I want everypony kneeling at my claws again. Every creature out there must fear and obey the mighty powers of Dark Lord Bloodfang!" Bloodfang yelled with impatience.

"Yes, my lord." Nightwalker Guard bowed down to him and flew away.

Bloodfang turned his attention to the frighten crowd of ponies. "Finally, Equestria is mine again." Bloodfang laughed manically.

"Equestria will not and never will be yours, Bloodfang." Princess Celestia's voice shouted.

Bloodfang looked at his captured Princess and walked towards her. "Hahahaha….. my lovely little prisoner. Why won't you just give up and admit to yourself. I did it. I've won. I have taken over all of Canterlot once again. Now the darkness is rising all over Equestria. Your precious sun and moon is now blocked to shine its wonders."

"You can block the sun and the moon, but you can never block the wonders of the power from the great eclipse. My faithful student is still out there and soon, you and your monstrous followers will fall." Princess Celestia objected.

"Really, can she stop me from doing this?!" Bloodfang then grabbed Princess Celestia by the face and struck his two sharp fangs into her neck. She screamed in pain as Bloodfang sucked the blood and power from her. Princess Celestia slowly became weaker and dropped hard into the ground. Bloodfang released his fangs out of the Princess's neck while he licked his lips with his tongue. "Oh, how I remember the sweet taste of your blood. The delicious nectar of your powers. Soon, I will continue feasting on you until you are nothing but skin and bones. And once I'm done with you, I will feast on your little sister, and then I think I will enjoy devouring your star student."

Princess Celestia only responded of a moaning in pain. Bloodfang looked down to all the frighten ponies and spoke to them in his deep, high, and imperious voice. "PONIES OF CANTERLOT!"

All the ponies become more scared and frightened as the evil dark lord called to them.

"I AM LORD BLOODFANG: LEADER OF THE NIGHTWALKERS! BUT I KNOW YOU PONIES ALREADY KNOW ME WELL, DON'T YOU! I KNOW YOU PONIES HAVE READ ABOUT ME IN BOOKS! I ASSURE YOU, I AM NOT A LEGEND; I AM NOT A FAIRY TALE... I AM REAL! I HAVE ALWAYS BEEN REAL! YOUR KINGDOM HAS FALLEN! MY FORCES HAVE ALREADY BEGUN TO CONQUER YOUR PRECIOUS LAND! YOU'RE BEAUTIFUL AND LOVING PRINCESS IS NOW MY PRISONER AND HER POWERS AND BLOOD ARE NOW MINE TO DRAIN! I AM YOUR MASTER NOW AND AS YOUR NEW RULER, I WILL BRING THIS NEW ERA TO ITS FORMER GLORY! SURRENDER YOUR FREEDOM, OBEY OUR COMMAND, AND BE OUR SLAVES!" Bloodfang laughed as hovered his wings a few feet from the ground as clouds of darkness swirl in the sky, making it even darker.

"WELL, I REFUSE!" A loud voice yelled out.

Bloodfang snapped out of his laughter and looked around the crowd in extreme anger. "WHO DARES QUESTION ME?!"

"I DID!" The voice came from the center of the crowd, from a white, rich stallion. It was Prince Blueblood.

"I am Prince Blueblood! I am a prince of the royal family. This is our home, our lifestyle, our rich and glorious palace. How dare you just fly right in here and start giving us orders. We will not do as you ask. We do not obey to some filthy old bat telling us what to do. We are royal ponies. You may have done this back in the old boring ancient times, but things are different here, things have changed. And I refuse to work hard or get my royal hooves dirty just because you said so!" Prince Blueblood shouted out in a spoiled fashion voice.

Bloodfang chuckled evilly after he heard the spoiled stallion's speech. "If that's the way you want it." Bloodfang then snapped his claws.

Three Nightwalkers flew down and surrounded the royal prince. They circled him and finally they attacked him. Prince Blueblood screamed for help as the Nightwalkers piled on him and started stabbing their sharp fangs into his neck, sucking his blood. All the pony prisoners can't do anything; they helplessly watch the three Nightwalkers feasting on Prince Blueblood.

Bloodfang laughed as he watched his soldiers drain the stallion's blood. "Feed, my children…. FEED!"

The scream of Prince Blueblood finally faded, the three Nightwalkers stepped back away from their prey and flew off. All that remained of Prince Blueblood was a thin skinny skin-covered bones, twitching, and moaning in pain.

"Let him be an example to all of those who defy me!" Bloodfang threatened the other ponies if they ever dare question him again.

The crowd shocked gasped, crying in tears, and screamed with horror.

"We are the Nightwalkers! Serve us…. or not and face extinction! BOW BEFORE ME!" Bloodfang shouted.

Bloodfang looked down and finally seeing the entire pony population within the castle grounds fall prostrate on the ground in a wave like pattern, bowing to him, now at his mercy.

"Good!" Bloodfang growled.

Author's Note

What will happen once they get to the Crystal Empire? Tune in the next chapter. If you wish to see the picture for the Guardian Wolves and the Nightwalkers, go to Deviantart with commander369.

The Heart of the Crystal Empire

Few hours later, nearly sundown. Twilight was leading five of her tiresome companions to the road of the Crystal Empire. It was a long walk, but they still managed to make it to the empire. Things are normal here, the sky was clear and not a single Nightwalker in sight.

"We…. made… it.." Twilight breathing hard as she turned to her direction where all of her friends are lying on the ground.

"That was a long walk…" Applejack said while collapsing on the ground.

Rainbow Dash also dropped down to the ground, knowing that her wings are also too weak and tired. "Finally…. can we rest for a….. bit…."

"We don't have time to rest, we have to…." Twilight was interrupted when she heard her name calling out to her. "TWILY!"

Over by the street, a white unicorn in gold-trimmed violet armor and helmet came running towards Twilight and the others.

"SHINING ARMOR!" Twilight screamed in joy as she recognized her brother. She ran to him and gave him a big hug.

"Twily! You're safe. I am so glad you are here. I was beginning to worry. Are you okay?" Shining Armor cried.

Twilight signed in relieve. "I'm fine, Shining Armor. We all a little tired, but we're all safe." She pointed out to her friends, who are all panting on the ground.

"Hurry, we must get into the crystal library at once." Shining Armor walked along while his sister and her friends followed.

"Did you hear what has happened in Canterlot?" Twilight said.

Shining Armor nodded with a serious frown. "Yes, Princess Celestia sent us a message last night. She told us that Dark Lord Bloodfang has returned and he is planning to invade all of Equestria as we speak."

"Then you must know what we're here for." Twilight asked.

"Yes, and I figured you already went to the buffalo village, right?" Shining Armor asked

"How do you know that?" Twilight confused.

"Let's just say, we got this all planned out for you." Shining Armor continued walking.

Shining Armor, Twilight, and everypony walked through the center of town, where every crystal trees are now bedecked with flowers and banners. All the crystal ponies are having a crystal faire. The difference was that this faire was filled with wolf decorations.

Applejack was shocked to see all these crystal ponies outside and having fun instead of running or hiding from any incoming invasion. "What are all these crystal ponies doin' out here, aren't they aware that the Nightwalkers have returned."

"Apparently, they don't know anything yet." Shining Armor signed in depression.

Twilight gasped. "They need to be warned! The Nightwalkers could invade the empire anytime soon!"

Shining Armor stopped and faced Twilight and the others. "I don't think we should do that."

"Why not?" Twilight confused.

Shining Armor's face gestured towards the crowd of crystal ponies at the crystal faire. Every crystal ponies are holding up wolf flags in their mouths, some gathering around a crystal pony who was blindfold while whacking a Nightwalker piñata, and little crystal fillies dressed up as a Guardians and Nightwalkers playing sword fight. All of the crystal ponies are showing the expression of excitement and happiness on their faces.

"They all look so… happy." Twilight frowned.

"Yes, they are very happy. They haven't been this happy since the Crystal Heart has been restored. For the first time in a thousand years, the crystal ponies have a chance to celebrate this special holiday of the century." Shining Armor said.

"These crystal ponies must be very excited about the eclipse than the ponies back in Ponyville." Applejack replied.

"A good reason why they must not know yet. They deserve this day." Shining Armor continued on to the library.

Everypony followed except for Twilight, who was still standing there with a sad frown as she watched all the crystal ponies having fun and having a good time. In her mind, she knew that the Nightwalkers will come for them sooner or later and it will be all her fault. The best way for them was to keep them happy. She took a deep breath and catch up with the others.

They arrived at the crystal library and entered. Giant stacks of random books, globes, and celestial devices tower over them. Bright rays of light beam down through the glass skylights, casting filtered light on shelves and shelves of tomes, papers, and artifacts. They continued walking down the path and spotted Princess Cadance studying a document on a work table. A few books and scrolls covered the entire floor.

"Princess Cadance!" Twilight cried rushing over to her sister-in-law, giving each other their little welcoming handshake. "Sunshine, sunshine, ladybugs awake! Clap your hooves and do a little shake!" Twilight and Princess Cadance laughed.

Princess Cadance smiled with relieve and happiness. "I am so glad you made it, Twilight."

"Glad to be here, Princess Cadance." Twilight said.

"Please Twilight, just call me Cadance." Princess Cadance giggled.

"Whatever you say…. Cadance." Twilight smiled.

Princess Cadance noticed that Twilight isn't very much happy as she used to be. "You look very depressed."

"I take it that you also heard." Twilight said with a frown.

Princess Cadance nodded. "Yes, we know. We have been doing some research when Princess Celestia warned us last night.

"Have you been here all night?" Fluttershy questioned.

"Ever since, and we have made many discoveries while we're at it." Shining Armor answered.

"You and your friends came at the right time, too. I just finished up the last book." Princess Cadance pointed the book on the table where she was reading.

"Ok, what do you got? We're all ears." Twilight preparing to listen what they are about to hear.

Finally, Shining Armor called for everypony to gather around so they can explain what he and Princess Cadance had been speculating in secret.

Princess Cadance explained, looking at Twilight and her friends. "Tell us, what did the buffaloes told you when you were there?"

Twilight rub her chin, remembering what they learned. "Well, they told us that the eclipse was our creator."

Pinkie Pie interrupted and began to speak in her hyperactive, obsessive way. "They also told us that the Nightwalkers were one of the seven original tribes in the world and we went to their sacred ground and the eclipse was the source of our way of life and love and cherish the wonders of our creator and Bloodfang wants to prevent the eclipse from shining its power to the earth and they want to rule and take over the world and…" Then, Rainbow Dash came in and put her hoof over Pinkie Pie's mouth, but this only muffles the babbling instead of shutting her up.

Twilight signed in annoyance and relieved. "Thank you, Rainbow Dash, anyway as I was saying, they told us that we might find a map here that will lead us to Imperiacus."

"I see. There is something more we should tell you." Shining Armor said.

"What do you got so far, Shining Armor?" Twilight asked.

Shining Armor cleared his throat and continued. "Well, the story started when the eclipse created life, such as us."

"Yeah, we all know that part." Rainbow Dash interrupted.

Shining Armor picked up a scroll that has a drawing of a bat king on it. "Well, we also learned that when the eclipse first created us and shined its power to the earth. The king of the bat tribe grew jealous."

"Jealous? Why?" Applejack confused.

"He believed that he and his subject were the most strongest and the mightiest of all the tribes. He thought that all living creatures should be praised and worshiped by power of fear instead of love and harmony. So, in order to achieve the power of fear, he seek out a powerful wizard that knows the secret to immortality." Shining Armor pointed out.

"Do you know the name of the wizard?" Fluttershy asked.

Princess Cadance spoke out to Fluttershy. "It doesn't say. But it did say when the wizard gave him the magic of life, the bat king transformed into this unspeakable beast named Lord Bloodfang. That was the dawn when the bat tribe gained power and became the Nightwalkers."

Shining Armor continued on the research. "When the eclipse saw that one of its own creations have grown into this treacherous demon and on a verge to create a path of destruction… the eclipse went out to seek a tribe to become the protectors. That's when the story was made. The eclipse needed a tribe with strength, loyalty, and bravery. And by that time, there was only one tribe that was capable to prove their worthiness."

"The wolves of Imperiacus!" Everypony said at the same time, obviously knowing the answer.

"Precisely." Princess Cadance agreed.

"The wolves of Imperiacus was ruled by a brave and wise king, who cared about honor and fairness for not only his subject, but to all of subjects of the world. The eclipse gave the wolf king its powerful magic in order to defeat this vile creature to save the planet from destruction." Shining Armor explained.

"But he couldn't do it. The wolf king could never take a life, no matter how evil as Bloodfang was." Princess Cadance said next.

Shining Armor then used his magic horn to hold up a painted scroll of Bloodfang being sucked into the coffin. "So instead, he imprisoned him into a silver coffin and buried him deep in the earth. Which ended the great war and free the world from darkness."

"But then he was once again reawakened." Fluttershy said.

"Yeah, from a no good pony." Rainbow Dash shouted with frustration.

After hearing that, Twilight looked down in extreme guilt. Princess Cadance wrapped her hoof around her for support.

"Don't worry Twilight, there is still hope." Princess Cadance smiled at her

"There is?" Twilight asked.

Shining Armor nodded and pointed at a book on the table that Princess Cadance was reading. "Yes, you see according to this….. When the Legendary War has finally ended, the wolves have brought freedom, peace, and harmony to the whole world. The eclipse trusted the wolf king to accept responsibility for its power. And then on, the wolf king has become the great and the proud, Prince Eclipso."

Princess Cadance said the next part of the story. "Since then, his duty is to combine the sun and the moon into the great eclipse and bring life to our world for once every hundred years. But as they say, with great power, comes with great responsibility. With such power, it must be kept safe, protected, and isolated from the outside world. So, accepting full responsibility, Prince Eclipso and his subjects decided to hid themselves from the world and went back to their faraway land of Imperiacus... never to be seen again."

"So, that's how it is." Rainbow Dash now convinced.

"But, Prince Eclipso couldn't leave Equestria unprotected. He knew that someday that Lord Bloodfang or any forces of evil shall rise again, so he gave his pure heart to the hearts of Equestria and eventually ended up here at the Crystal Empire. If evil ever returns, the heart will guide you to seek the wolves, so they will swear to protect the peace and fight for your freedom." Shining Armor explained.

"So, it isn't a map we are lookin' for. We must be lookin' for a pure heart." Applejack said.

Twilight took a moment to think, when suddenly an answer popped into her mind. "The heart! Of course." Twilight then got up and ran out the room, leaving everypony confused and surprised.

Outside of the library, Twilight ran down the stairs and started to run towards the crystal streets, everypony also ran out the library and followed her.

"Twily! Where are you going?!" Shining Armor called to her while running.

Twilight didn't have time to talk; she just kept on running. She ran though the crystal faire and through the crowd of crystal ponies. She made it towards the front of the Crystal Castle, and slowly walked up towards a crystal sculpture that was holding the empire's important relic: the Crystal Heart. Shining Armor and everypony finally caught up with her.

"What is it, Twilight?" Princess Cadance asked.

"You said Prince Eclipso gave his pure heart to the hearts of Equestria... I think you were right. Quite literally." Twilight pointed at the Crystal Heart. "I think the Crystal Heart is Prince Eclipso's heart, I think this is the key that will lead us to Imperiacus.

"So, the Crystal Heart is the map all along?" Rarity confused.

"But, if the Crystal Heart is the key, then how come the crystal ponies never used it? Even when King Sombra took over the empire." Rainbow Dash rubbing her head.

Twilight was thinking while rubbing her chin. "Maybe, they can't." She walked closer at the Crystal Heart and spotted something very unusual. She looked at the crystal sculpture and spotted some words written on it. "Look. There is also an inscription written on it."

"How did we miss that?" Rainbow Dash said while scratching her head.

Twilight looked through the words and noticed that there is a cracked hole on the last sentence. "I'm afraid this inscription won't help us. There's a piece missing from here."

Applejack then took off her hat and took out the piece of stone that Thunderhooves gave them. "This must be why the buffaloes gave us this." Applejack gave the rock piece to Twilight. "Twilight, finish it."

Twilight placed the small rock into the hole and made a perfect fit. She then read the inscriptions. "Power of life and heart of the light. To the eye of the great land... Lead us the way."

The Crystal Heart began to change its color, changing from blue to red, red to green, and green to yellow. Tendrils of energy suddenly arced between the heart and the sculpture that was holding it. Everypony stepped back and raised their hoofs to shield their eyes from the flashing, flaring lights as the heart began to spin in a fast motion. Then, the heart finally released a wave of light and pushed it into the Crystal Castle; the light slowly moved up from bottom to top of the castle and fired an aurora light directly in the sky. All the crystal ponies at the faire looked up at the sky and were wowed by the unknown light. When the aurora light was released, it then slowly formed a straight path and head out in only one direction, the light was heading south.

"The light is pointin' that direction." Applejack pointed her hoof on the south side of the sky.

But just then, Shining Armor took a moment to analyzing the direction that the aurora was heading. "Hold on a minute."

"What's wrong?" Twilight worried.

"This could be bad." Shining Armor shocked.

A while later, back at the library's reading room; Shining Armor was digging through a large pile of books, picking them up one by one and throwing them out of place. He eventually found the book he was looking for and started flipping through the pages. He stopped at a certain page and began reading through; his face began to show the expression of fear and nervousness. "Just as I thought. The Crystal Heart's light is shinning at the far south side of Equestria. Across there, there is an ocean at the end of the land."

"So, what's so bad about it?" Rainbow Dash asked.

Shining Armor signed as he closed the book. "Because according to this, the south side is the land of Mortarn."

"Mortarn?" Fluttershy questioned.

Shining Armor nodded. "Yes, and it is a very dangerous place. All who have traveled there have perished."

"How bad is the land of Mortarn?" Rainbow Dash tilted her head in confusion.

"Because, Mortarn was the original territory of the Nightwalkers." Shining Armor explained.

"You're kidding?" Twilight gulped.

Shining Armor shook his head. "Back in the ancient times, Mortarn was once part of Equestria's land, until Lord Bloodfang took it as a capital city for the Nightwalkers Empire. Since then, it became the most dangerous place even now." He stopped for a moment to see how everypony would take it.

"There has to be something we can do." Rarity asked.

"We have to get through there." Twilight said.

"The land of Mortarn is impossible to make it thought. Once you leave, you will never return." Shining Armor worried.

"We have to try, Shining Armor. It's our only hope." Twilight said.

"It's far too dangerous. I won't allow it." Shining Armor begged.

"If we don't try, Shining Armor, Princess Celestia won't survive!" Twilight asked, desperately trying to get her brother to listen.

"If Bloodfang isn't stopped, nopony will survive." Fluttershy added.

Seeing as she is going to Mortarn one way or another, Shining Armor sighed heavily. "I really don't want you to go, Twilight. It is not safe out there."

"Please, Shining Armor I have to." Twilight said softly

"Mortarn may not be a safe place, but all of Equestria will be even more a dangerous place if we don't go." Applejack pointing out to support Twilight.

Princess Cadance walked to Shining Armor and placed her hoof on his shoulder. "She's right. She must go. It is her destiny." She said proudly.

Shining Armor paused to take a deep breath. "You sure you want to do this?"

"We must." Twilight desperately said.

Shining Armor closed his eyes and accepted her decision. "Then please, be careful out there."

"Thank you," Twilight hugged her brother, happy that her brother understands.

Princess Cadance kissed her husband on the cheek for making the right decision and turned to Twilight. "It's going to be a long journey, Twilight. You and your friends should spend the night here, get some rest for tomorrow."

Twilight want to reject the generous offer, but then she looked over to her tiresome friends and saw them yawning and rubbing their eyes. She knew it's been a long and exhausting day, and they deserve some rest. She responded with a smile.

Inside the Crystal Castle, the door opened, Twilight, Cadance, and all the other ponies came walking in the room. Princess Cadance flickered the lights on, revealing a huge royal bedroom. "We have it all planned out for you."

Twilight looked around the beautiful bedroom. "You don't have to do this, Cadance."

"Nonsense, you all deserve to rest in a comfortable place, and this bedroom is the best place. Now, get some sleep. You deserve it." Princess Cadance insisted.

"Thank you, Cadance and good night." Twilight said to her sister-in-law.

"Good night, Twilight. Good night, everypony." Princess Cadance walked out the room and closed the door behind her. Twilight looked around; the bedroom was exquisite, with a sort of living room set with six king-size beds. "Nice room they have here."

Applejack, Rarity, Rainbow Dash, Pinkie Pie, and Fluttershy look around, amazed by the bedroom.

"She's right, y'all. Let's get some sleep. We got a big day ahead of us." Applejack yawned.

Rarity climbed in bed. "I agreed, for something that we are going to do tomorrow; I really need my beauty sleep."

Pinkie Pie climbed up the top bunk, fluffed her pillow, and rested her head, then something in her mind popped in. "Hey, I just noticed something."

"What is it now, Pinkie Pie?" Rainbow Dash groaned.

Pinkie Pie darted and bounced excitedly on the bed. "I just realized if we are going to Imperiacus. That means, I'm also going to meet Cherrybomb, too!" "It'll be the most amazing, incredible, tremendous, super-fun, wonderful day of my life! I've always, always, always wanted to meet Cherrybomb! We are going to have so much fun stuff together. We going to play games, parties, dancing, and eat all the sweets we want."

"Oh shucks, I've completely forgot about that. Which means, I'm goin' to meet Mudshield, my favorite hero of all time. I'll finally be able to see him in real life. I bet he is twice as strong as it said in the books." Applejack surprised.

"Oh dear! I can't believe I didn't thought of that. If we do get to Imperiacus, I will finally be able to meet Bladesword. I've never thought I will have the opportunity to meet him. Oh, he will be so glorious and sophisticated as I've read in books. And I can't believe I'm about to meet him!" Rarity squealed in delight.

"First Aider will be there, too. I can't wait to see him. I especially can't wait to see him use his magical healing powers to help all those injured adorable animals in need." Fluttershy giggled with excitement.

"This is so awesome! I can see it now. I'll be able to finally see Thunderbolt doing his amazing "Spinning Lightning Attack". Everypony back on Ponyville would be so jealous of me when they see me hanging out with the fastest and the bravest wolf on earth: Thunderbolt! Even the Wonderbolts will be left speechless." Rainbow Dash shouted with joy and turned to Twilight. "Don't you think so, Twilight?"

Twilight snapped out when her name was mentioned. "Huh, um… great."

"Don't feel bad, Twilight." Applejack said softly.

"Yeah, even though, you don't have a hero on Imperiacus, it still not too late." Rarity said quickly.

"When the wolves defeated the Nightwalkers, you'll definitely find the right hero." Fluttershy said.

Pinkie Pie jumped on her bed one last time and made a flat landing. "Just like the rest of us did."

Twilight paused for a minute. "Um... thanks."

Applejack yawned. "That's enough talk for one night. Let's get some sleep." Everypony nodded and lay back down on their beds and rest for the night.

Twilight lay down on her bed and shut her eyes to get some sleep. But in her mind, all she can think of was how to tell her friends that she was the one who woke up Bloodfang. That was the only horror that was running through her head, all she can do now was sleep through it.

On the night sky with stars tinkering in the dark, Twilight and her friends are now fast asleep. The sound of snoring was heard everywhere around the room, peacefully sleeping in a sweet dream. But then, outside of the crystal bedroom window; crystal bushes and crystal trees suddenly start tossing themselves in a strong strange wind. The wind ringing violently outside the window.

Somewhere short miles from the Crystal Empire, a mysterious fog came across and one Nightwalker emerged from it, flying towards the empire. As the creature flew on, more Nightwalkers also emerged from the fog. There were millions of them, maybe more and they are heading towards the empire. The Nightwalkers have arrived.

Focus back on Twilight's face as she slept in the bed, her eyes slowly opened as the outside sound grow louder and louder, and then accompanied by flashes of light. A loud explosion sounds momentarily filled the room.

Twilight popped up from her slumber, her face staring at the window in shock. Then all six ponies woke up as well and stared at the crystal bedroom window.

Fluttershy started shaking. "What was that?!"

Twilight can only gaze at the light flashing out from the window. "I don't know."

Then a haunting shriek shattered the glass of the window as the walls began to violently shake. Everypony looked around in panicked.

Applejack tried to keep her balance from the quake. "WHAT ARE WE GOIN' TO DO?!"

Then Shining Armor and Princess Cadance suddenly rushed in for the bedroom door. "TWILIGHT! HURRY, FOLLOW US!"

Shining Armor and Princess Cadance ran out the bedroom, while Twilight and everypony followed. They ran down the hall and stopped in the middle of the hallway. Shining Armor pulled out the carpet from the floor and revealed a sewer hole without a moment to spare.

"THIS WILL LEAD YOU OUT OF THE EMPIRE. GET DOWN THERE!" Princess Cadance urged.

"WHAT ABOUT YOU?!" Twilight panicked.

"JUST GO, TWILIGHT! REMEMBER, YOU MUST GET TO IMPERIACUS!" Shining Armor shouted.

"GO TELL THE GUARDIANS! THEY'RE OUR ONLY HOPE!" Princess Cadance pushed Twilight inside, as everypony dived in as well, they quickly leaped down the latter, climbing down as fast as they could and reached the bottom. Back at the top, Shining Armor closed the lid of the sewer hole and Princess Cadance covered it back up with the carpet. Then, they heard the noise of dozens of wings flapping behind them; they turned on their hooves and ran.

Outside, the empire was under attack. Red fire energy was being fired by the Nightwalkers, destroying everything on sight. Buildings, houses, and bridges being blown to pieces. Buildings were falling down one by one. Houses on fire, burning to ashes. Bridges shot off and collapsed into the waters. Screams and yells heard all over the empire as the crystal ponies panicky run for their lives. It was heard everywhere.

Through the halls of the Crystal Castle, Shining Armor and Princess Cadance are running as fast as possible, there were noises behind them, the sound of vicious hissing and shrieking of a small army of approaching Nightwalkers.

They reached the throne room doors. Princess Cadance opened the doors and walked in, but Shining Armor stayed behind.

"WHAT ARE YOU DOING!? COME ON!" Princess Cadance shouted at Shining Armor.

Shining Armor formed himself in a battle position, ready to engage the Nightwalker enemy. "NO, I'LL STAY! LOCK THE DOOR. NO MATTER WHAT HAPPENS, DON'T OPEN THE DOOR!"

Princess Cadance gasped in shock. "But…"

"JUST DO IT!" Shining Armor then kicked the doors and shut it with Princess Cadance still inside. Princess Cadance's start banging on the door, but it was no use trying to get it open, because she made a promise to her husband. She can only sit down, breathing hard and sobbing. Then she heard her husband screaming from the other side of the door. She quickly ran towards the door and whimpered out to him. "Shining Armor, are you there!? Please, say something!"

There was no answer, only but silent. Then all of a sudden, a Nightwalker's head smashed thought the plywood of the throne room door. Princess Cadance quickly backed away as the Nightwalker tried to squeeze it way in through the hole. But it was no use; the hole was just too small for the Nightwalker to dig through. Knowing it can't break in, the Nightwalker's head pulled out. The Princess looked again and saw through the hole that the Nightwalker made and saw Shining Armor's head appeared. A metal claw gripped his head, wrenching the stallion's head was exposed with a sharp claw touching his neck.

"SHINING ARMOR!" Princess Cadance shouted in fear, and then closed her eyes, trying to hold back her tears.

Another head appeared next to him, it was Darkclaw. The General smiled an evil grin. "Knock, Knock, anypony there?"

Princess Cadance gasped in shock and nervous stepped back. Darkclaw grinned at her again, and then made a point of pulling Shining Armor's head with his sharp claw pressed to his throat.

"If you truly love him, you will open the door nice and slowly, so we can come in and play." Darkclaw hissed in a devilishly sweet way.

"DON'T DO IT, HONEY!" Shining Armor shouted as he shook his head slowly.

Princess Cadance looked at her husband, fearful, unable to listen.

"Just open the door, and I promise you, your dear knight in shining armor will be unharmed. I give you my word." Darkclaw threatened as he positioned his claws closer under Shining Armor's chin.

Princess Cadance lowered her head down in defeat and walked slowly towards the door.

"HONEY, NO!" Shining Armor begged her.

"I'm sorry….. I have to." Princess Cadance's eyes are filled with tears as she opened the door with her magic horn. Darkclaw grinned as his Nightwalker Guards ran into the room and hold the Princess into custody. Darkclaw pulled his claws away and pushed Shining Armor into the ground. "I should just kill you now, but luckily, I have question that need to be answered."

Shining Armor slowly got up and saw that his wife was being held by a gang of Nightwalkers. "RELEASE MY WIFE, YOU DEMONS!"

Darkclaw laughed. "Don't be a fool, your highness."

"What do you want from us?" Shining Armor growled furiously.

"The ponies that arrived here, where are they?" Darkclaw hissed impatient.

"GO BACK TO THE UNDERWORLD WHERE YOU CAME FROM, YOU BEAST!" Shining Armor shouted angrily.

Darkclaw smacked Shining Armor in the face. "Stupid ponies. I guess we'll just have to make an example of this." Darkclaw turned to the direction at the gang of Nightwalkers who are holding the Princess. "Brothers, it's feeding time."

The Nightwalkers snickered at their prisoner as they started to drool in hunger. Princess Cadance cried with horror and tried to struggle hard as the Nightwalkers started to violently assault her.

"CADANCE! NO! STOP! LEAVE HER ALONE!" Shining Armor begged.

"THEN TALK, WHERE ARE THEY?" Darkclaw shouted as he made his point.

Shining Armor couldn't say. He can't betray Twilight, but he also couldn't risk the life of his wife.

"SHINING ARMOR, DON'T DO IT! DON'T SACRIFICE YOUR SISTER FOR ME!" Princess Cadance shouted without hesitating.

Darkclaw looked at the Princess, surprised what he just heard. "Sister?"

Princess Cadance gasped what she just said and covered her mouth with her hooves. Darkclaw grinned and slowly walked to Shining Armor.

"So, the unicorn that Lord Bloodfang was talking about happens to be your sister." Darkclaw surprised.

Shining Armor was trying so hard to hold back.

"Tell me now." Darkclaw said angrily.

Shining Armor knew there was no way out. No matter what answer he picked, it will all be the same fate. So, instead of giving the answer, he said this. "Eat dirt, Nightwalker Scum."

With anger flowing through his veins, the General punched the stallion in the face in an instant knock out. "Take them to the castle. Lord Bloodfang will be pleased that we have captured the Prince and the Princess of the Crystal Empire. They might be good use to us."

Nightwalker Guards lifted Shining Armor's unconscious body and carry him off, along with Princess Cadance. Then, two Nightwalkers came through the door with an urgent message. "SIR!"

"What is it?" Darkclaw answered.

"No sign of the Canterlot ponies. But, they were here alright. Some of the crystal ponies witnessed that they saw them at the library. We investigated and found this." One of the Nightwalkers handed Darkclaw a book. He looked closer and noticed that this book was about the wolves and Imperiacus. Darkclaw gasped in fear, knowing what the ponies are planning to do. "Oh no... HURRY, FIND THESE PONIES AS SOON AS POSSIBLE!"

"Yes, sir." The two Nightwalkers said and flew off.

Darkclaw growled as he started to shake in fear and nervousness. "LORD BLOODFANG WILL HAVE MY HEAD FOR THIS!"

Somewhere near a river, Twilight and her friends ended up on a muddy bank, tired, groggy, and dirty. They stumbled only for a few moments before rushing up the bank. They reach a hilltop which offered a perfectly disturbing view of the entire Crystal Empire.

There, they saw a clear disturbing view of the entire Crystal Empire covered in flames, the Nightwalkers are scanning the area, collecting crystal ponies everywhere, snatching them up into the sky. The screams of the innocent crystal ponies are heard everywhere.

Twilight and her friends ducked for cover as two giant trolls walked right by the hill they were watching from, somehow missing them and moving on to collect more crystal ponies.

They look on to get another sight: coming over a hill on the same side of the river as them, a crowd of crystal ponies come running over, stumbling down, being chased by huge swarm of Nightwalkers. One by one, Nightwalkers swooped in and start collecting them all.

Twilight and her friends ducked into the safer part of the forest.

"This can't be happenin'." Applejack breathing hard in tiresome.

"Now the Crystal Empire is gone." Fluttershy sniffed.

"The Nightwalkers are getting stronger. They are starting to take over all of Equestria." Rainbow Dash said as she hovered in mid air.

"What should we do?" Pinkie Pie asked sadly.

"We have to get to Imperiacus and fast." Applejack answered the obvious.

Rarity nodded her head in agreement. "She's right. The Guardians are our only hope. We have to get to them before it's too late."

Fluttershy looked around and noticed that Twilight was nowhere on sight again. "Has anypony seen Twilight?"

"Twilight?" Rarity cried out while everypony look for Twilight.

"There she is." Pinkie Pie spotted Twilight, who was sobbing in tears. Applejack walked up to the sad unicorn and wrapped her hoof around her. "Twilight. What's wrong?"

"This is all my fault." Twilight sobbed like crazy.

"Don't say that, hon. It's not your fault." Applejack patting her on the back.

"But it is." Twilight interrupted.

Rainbow Dash came in; trying to understand what was going on. "How is this "your" fault?"

"Yeah, you didn't do anything wrong." Pinkie Pie said.

Rarity nodded. "That's right. You have to stop punishing yourself, dear."

"No, you don't understand…" Twilight took a deep breath and finally let it out. "…..I was the one who woke up Bloodfang." She confessed, finally looking up at her friends with shocked look on their faces.

"Huh?" Applejack gasped in surprise.

"Wait, WHAT!" Rainbow Dash shouted, couldn't believe what she just heard.

"It was me... I was the pony who disturbed his resting place." Twilight was sitting up with a guilty expression.

"Hold on. It was YOU?!!!" Rarity felt a sharp pain stabbing her in the chest

Rainbow Dash's insides were boiling with anger and heartbroken. "You mean… YOU WERE THE NO GOOD PONY WHO DID THIS!"

Pinkie Pie gasped in shock, trying to deny this. "Please tell us that this isn't true, Twilight?"

"It is true. I was just trying to prove to everypony that the Guardians are a fake. But I was wrong... I'm so sorry." Twilight's eyes were glistening with watery tears and were slowly moving down her face.

"Sorry?... IS SORRY THE BEST YOU CAN SAY!?" Rarity shouted as started to cry. "OUR HOME IS BEING DESTROYED BECAUSE YOU WANT TO BE RIGHT?" Rarity shouted, wasn't holding back. Tears were falling from her eyes like a waterfall. Her entire body was shaking in sadness and hate, all because of Twilight.

"YOU HAVE DONE MANY WRONG THINGS SINCE YOU CAME TO PONYVILLE, BUT THIS IS WORST'S THING YOU EVER DONE, TWILIGHT!" Rainbow Dash shouted.

"Look everypony, calm down." Applejack tried to calm Rainbow Dash and Rarity down.

"CALM DOWN! HOW COULD WE CALM DOWN! IT WAS HER THIS WHOLE TIME! SHE IS THE CAUSE OF ALL THIS!" Rainbow Dash screamed her lungs out at Applejack.

"THIS IS ALL HER FAULT!" Rarity shouted with tears.

"Please, that's enough. It wasn't entirely her fault." Fluttershy pleaded, desperately trying to get everypony to listen.

"Give her a break, girls. Even though, she woke up the most ruthless, the evilest, and the cruelest creature in all of Equestria. There still is a bright side to it." Pinkie Pie said with a little hope.

"What bright side?!" Rarity asked with a grim.

"Without Twilight waking up Bloodfang, we wouldn't be here right now to go to Imperiacus and find the Guardians." Pinkie Pie let out a big happy smile.

Rainbow Dash groaned in frustration to Pinkie Pie's stupidity. "Pinkie Pie, you are such a…"

"That's enough, y'all! We don't have time for this. Let just hurry out and get to Imperiacus. After tonight, there is now only two days left. So, let just stop the blamin' and pointin' each other and just move out." Applejack sighed heavily.

Rainbow Dash growled at Twilight and has no choice but to accept it. "Fine, but I am never speaking to her again!" She flew off.

"Neither will I." Rarity agreed and walked off as well.

Fluttershy and Pinkie Pie looked back at Twilight with disappointed frown and turned back to follow the others. Only leaving Applejack and Twilight. Twilight watched in dismay as everypony fell apart in front of her. The guilt was practically crushing her, because he knew she was the cause of it. "I'm so sorry, Applejack."

Applejack interrupted with tears. "Sorry doesn't even count to compare what you did….. As we speak, my little Apple Bloom, Big Macintosh, Granny Smith, my whole family are probably imprisoned or killed right now because of you!"

"Look, I….." Twilight started choking up, to the point where she couldn't even finish a sentence.

"Save it, Twilight. How could you do somethin' like this?" Applejack went on with the crowd.

Twilight dropped back to her haunches and aimed a helpless glance back toward the others; their faces show expressions of disgust, horror, and shock. Instead of talking to her, they just left her behind while they go on with their journey. Twilight began to tears welling up in her huge purple eyes, and slowly followed her disappointed friends.

Author's Note

Will Twilight's friends forgive her. Tune in next chapter. Please review. If you wish to see the picture for the Guardian Wolves and the Nightwalkers, go to Deviantart with commander369.

The Dangerous Land of Mortarn

The next morning, many miles away from the Crystal Empire, Applejack, Rarity, Rainbow Dash, Fluttershy, and Pinkie Pie were walking through the forest. It was still very early in the morning and yet the foggy mist still covered the view of their path, making it even harder for them to find their way. Far behind of the traveling ponies was Twilight Sparkle, who was walking by herself with her head lowering down in shame. All of her friends haven't said a single word to her since last night, after she told them the truth, and they're still not saying anything to her even now. Twilight couldn't take it anymore, she wanted to be forgiven, but staying quiet and feeling guilty won't solve anything. She quickly rushed ahead and walked beside her angry friends.

Twilight nervously signed. "Is everypony still mad at me?" Twilight finally spoke out first, but there's still no response. Everypony just ignored her and kept on walking.

Twilight frowned a little and tried to speak out again. "Please, I know what I've done was wrong. I've really messed up everything. But please, say something. Anything?"

But her friends still didn't say a single word to her at all, they just kept on walking; Applejack, Rarity, and Rainbow Dash just completely ignored her with mad frowns on their faces, while Fluttershy and Pinkie Pie are still too shocked and too disappointed to look at her.

Twilight signed in hopelessness, knowing that there was no other way to make this right. "I understand. I wouldn't say anything to me either. Especially after what I've done." Twilight began to shed tears in her eyes. "But I just want you all to know is that I am truly very sorry. So please, if you wish to do anything or say anything to make me feel even worse, then please do, I deserve it."

Finally with no warning, Rainbow Dash swooped in and laid a hard flying tackle on Twilight, both crash landed into a small bush.

Twilight braced herself, thinking that Rainbow Dash would hurt her. But instead, Rainbow Dash just came up behind her and covered Twilight's mouth with her hoof, forcing her to not to make a sound.

Twilight was confused what Rainbow Dash was doing, she looked over to her other friends and noticed that they are all doing the same thing; they are all hiding in the bushes and behind the trees. Twilight was wondering what was going on, but then she looked up and finally realized….

In the sky, four Nightwalkers are flying over them; it would have seemed that the Nightwalkers are still patrolling the area, maybe trying to find Twilight and her friends. They are securing the area, but unfortunately for them the fog was to shift; it was preventing them to get a clear view of the area below. When the Nightwalkers are gone from sight, everypony came out of hiding.

"They're gone." Applejack looking at the sky, making sure that they are fully cleared.

"These are the last guys I wanted to see today." Rainbow Dash said.

"This is the fifth time we saw those monsters this morning and I'm pretty sure we'll be seeing more of them soon." Rarity signed in relieved.

"What do we do now?! They're everywhere!" Fluttershy shrieked.

"They must know…. They know about us. They must know that we are trying to go to Imperiacus. They probably took over the Crystal Empire. Which means, they probably captured Shining Armor and Princess Cadance, too." Rainbow Dash said.

When those words spoke out, Twilight gasped to herself as her eyes appeared to be glassy, as if her feeling were shattered.

"They must be very desperate. They probably won't stop until they find us or kill us." Applejack said.

"Maybe because the eclipse is coming in two days. I think this time they want to make sure that they have all of Equestria." Pinkie Pie said with this time, no smiles.

Applejack nodded. "We're runnin' out of time! We need to get to Mortarn as soon as possible."

"Are we even going the right way? It seemed like we have been walking in circles. Are you sure that you know where you are going?" Pinkie Pie scratching her head.

Applejack surveyed the area. "That's the only way to Mortarn..."

"But, we have been walking since last night. We should've been there by now." Rainbow Dash groaned.

"Rainbow Dash is right. How long is it going to take to get there? My hooves are getting tired and exhausted. I don't think I could walk anymore." Rarity complained in pain.

As bad as it is, Applejack though to herself that maybe Rainbow Dash and Rarity was right, they been walking for hours and they should have been there by now. Applejack frowned nervousness. "This doesn't look good. Maybe we are lost…. Maybe…"

And then they heard the most gut-wrenching, spine-tingling, teeth shattering roar ever. Pure primeval. Like no sound or animal or thing they've ever heard before. Coming from straight within the path.

"What was that?!" Fluttershy screamed as she and everypony hid in the bushes.

But as for Applejack, she slowly walked forward and looked ahead, quietly and cautious. More strange noises are heard from multiple unknown species. She began to push away the leaves and branches that are blocking her path and finally got a clear view of what's in front of her. Revealing more of a creepy-looking land. Nearly the whole land was visible as the fog slowly cleared away.

Reaching the edge of a rise, they saw in the distance…. Mortarn. Applejack stared directly below; every other pony came behind her with shock in their faces. Looking down over them, they all saw a disturbing sight of the cursed unholy land.

It was exactly what they expected. It was large ban wasteland jungle. It was covered with dead trees, volcanic rivers, grounds covered with sand, craggy mountains, and dark storms hovering in the sky as sparks of lightning flashing inside the clouds. What everypony just saw was maybe the scariest-looking place in all of Equestria.

"We're here….." Applejack snapped out of it and focus.

"….Mortarn!" Everypony said at the same time.

"This must be it. This must be the creepy looking place that Shining Armor was talking about. WE FOUND IT! WE FINALLY FOUND IT!" Pinkie Pie screamed while jumping up and down in joy.

"Ewwww… It's even worse that I imagined." Rarity disgusted at the view of the land.

"Let's go, then!" Rainbow Dash shouted as she started into a flying charge to the land.

But Applejack grabbed tail in teeth to stop her. "Whoa there, Nelly! First things first!"

"Come on! Let's hurry up and go!" Rainbow Dash said very anxious.

Applejack halted the rainbow pegasus and gave everypony a little advice before heading out. "We must stick together. Remember y'all, Mortarn is a very dangerous place. Bad things can happen at any time. So watch out, keep your eyes open, stick together, and don't get separated, got it?"

Everypony nodded in agreement and finally all galloped off into the jungle, as for Twilight, the purple unicorn found herself alone again, with the other five already on their way into the jungle. She sighed resignedly and started in after them. After growling wind and mushy sounds growing in each passing mile.

A while later, their sides ache, stopped for a second to catch their breaths, but still not wasting anymore time. They shake it off and resumed their journey.

Miles later, they are now walking across a sand forest where every ground was literally covered in sand, with only few dead trees, and many rock and boulders.

Their heavy breathing and tired legs kept on going. As for Twilight, she was far from tired, way behind from the others as they continued off without her. Knowing that she can't catch up, she paused to lean against a dead tree to catch her breath. Then she noticed a large stabbed mark on the side of the tree. She grew suspicious and noticed a small piece of rock was shaking beneath the ground. Then she heard a strange sound. A soft growling sound.

She looked around with fear as she kept walking slowly and cautious. But the strange sounds are keeping Twilight from catching up with the others. Twilight heard a louder noises coming from behind. She turned around frighten and saw nothing. Then she heard it again from her other side and rapidly turned to the front. She still saw nothing. Twilight was scared and confused. She began took a few stepped back with her horn glowing as a weapon.

Then without warning, a giant crab-like monster emerged from the swallow sand behind her. Twilight glanced to shock after examining the monster. It was a giant shell crab that was the size of a house, with three yellow eyes, sharp claws, four sharp legs, and a jaw with huge razor sharp teeth. Back to the other ponies, they also heard the loud sound coming from behind and looked back to witness Twilight facing the giant crab monster.

"TWILIGHT, LOOK OUT!" Applejack screamed.

Twilight jumped out of the way just in time before the claws strike into the ground. Twilight has spotted a huge boulder next to her and beside to hide from the monster. The crab looked around and noticed that its prey was nowhere in sight, it crawled around with its four legs, searching while Twilight stared at the background.

"This is getting me nowhere! I have to stop this monster! But how?" Twilight whispered to herself.

As huge footsteps shook the ground, the crab charged in and slammed the boulder behind her. Twilight ran for more cover, just avoiding the beast's swoops. She reached a dead end and aimed her horn towards the beast. As the crab strike first, Twilight fired her magic horn and got an opportunity to blast at the beast's claw. But unfortunately, the magic spell cannot handle the tough protection on the beast's shell.

Twilight gulped. "Oh, no!"

The beast made another strike, but this time it knocked Twilight flying halfway of the sandy ground.

Everypony was shocked in terror. "TWILIGHT!"

As soon as Twilight hit the ground, she got up in pain and realized she was cornered. Twilight looked up from the ground to show a large black shadow getting closer. Now it settled onto a sand ground and hold a look of nervous breakdown on Twilight's face for a moment. The beast zoomed in, after which it spread its sharp claws striking directly towards Twilight. Twilight was so frightened she cannot move, she then looked to her left and spotted a large piece of tree bark. She used her magic horn to levitate the tree bark and placed it in front of her, blocking the path of the crab's claw. The claw has stabbed through the tree bark with only an inch directly to Twilight's face. Twilight made a break for it, while the beast angrily tried to remove the tree bark of its claws. Twilight saw a pathway to safety and tried to escape the crab. When she reached halfway, the crab has already removed the tree bark from its claws and went back after her. She was almost there, but it was too late, the crab grabbed her with its claw.

Twilight was being struggle against the monster's grip, she cannot break free. Twilight was a goner. The beast stared at Twilight with its three big yellow eyes and held her directly towards its mouth. Twilight cried a frighten scream as she was about to be eaten.

Then all of a sudden, the creature got hit in the head with a small rock. It looked around to see where it came from and spotted Applejack.

Applejack screamed at the top of her lungs, trying to get the crab's full attention. "Over here, you beast!"

Twilight was surprised what was happening, her friends are attempting to save her, knowing that in her heart they are still friends no matter what. Twilight was happy that her friends are here. With the crab occupied on Applejack, Rainbow Dash flew around it to also get its attention.

"HEY, OVER HERE YOU GIANT LOBSTER!" Rainbow Dash flew down in a high speed towards the beast's face. Rainbow Dash raised the stakes by making a string of goofy faces at it, mocking it. Finally, the beast roared in frustration. The beast aimed a punch its claws up in the air trying to catch the speeding pegasus, but she dodged it and light into it. The Crab swatted at her but not fast enough to catch up to her; she also dodged its swipes easily. Now Rainbow Dash dart around the beast like a pesky mosquito as it tried to knock her down, repeatedly missing her. The crab was so distracted trying to catch the rainbow pegasus, it dropped Twilight from its grip. Twilight screamed while falling, only to stop in midair with no warning. Twilight revealed that Rainbow Dash has caught her and soured her back to the ground.

With the monster occupied and Twilight safe, everypony has the opportunity to strike.

Rarity used her magic horn to send the rock flying across the area into the beast's face. "Eat this, you filthy creature!"

Applejack jumped onto the creature's head, riding it like a bull. "Yee-haa! Giddy up, little doggie!"

Pinkie Pie and Fluttershy retrieve the torn section of a vine rope, and then ran ahead at full speed with opposite ends clamped in their teeth. They carefully sneaked underneath the beast and tied the vine around its legs. When they surround the rope around its four legs, they each went opposite directions and stretched the rope like a rubber band. The vine rope tied together the Crab's legs and lost its balance and fell down halfway to the ground.

When the beast was now vulnerable and cannot move, Twilight then got the opportunity to fire her horn's magic while every other pony stay out of its reach. She continually fired her blast all over its body: legs, claws, and body shell. Twilight repeatedly continued; blowing tons of burst of fire at it, causing the beast to scream in ultimate pain. One by one, blast after blast, impact after impact, the beast cannot handle anymore. The beast got weaker and the smoking remained of the shell covered with soot.

Twilight backed up and charged. She fired one last blast at the beast, causing a huge explosion on the beast's shell. The huge explosion formed a huge cloud that covered the entire area. The ponies coughed and tried to see if it's over. Back to Twilight, she laid exhaustively on the land in the swallow sand, they watched as the smoking cloud started to clear. They see the beast all weaken and injured, but still alive. The beast got up slowly and stared at it enemies. It saw them in a battle position, ready to fight again. But the beast doesn't, the beast screamed in fear and jumped into the sand ground and escaped from its enemy. The battle was over, Twilight and her friends are victorious.

Twilight walked to Rainbow Dash and wanted to thank her for rescuing her. "Thanks, I…"

But, Rainbow Dash cut her off with her hoof on Twilight's face. "Don't come near me! Before you get us into more trouble again."

Rainbow Dash flew off, leaving Twilight unhappy and depressed again. She knew her friends still care about her, but they still haven't forgiven her yet.

Applejack looked at the everypony. "Everypony okay?"

Fluttershy began looking around the group. "Where's Pinkie Pie?!"

Everypony noticed that Pinkie Pie was missing. They search panicky around the area, trying to find her. Everypony searched around until they heard a soft muffling sound under them. They realized they were standing on top of her; Pinkie Pie was buried in the sand.

"Pinkie Pie!" Everypony quickly gather around her to see if she's not hurt.

"We're sorry! You okay, dear?" Rarity worried.

"That was kind of fun! Let's do it again!" Pinkie Pie shouted with joy. Everypony groaned in relieve, knowing Pinkie Pie was better than okay.

Pinkie Pie realized that she was still buried in that sand and giggled nervously. "Um, a little help here."

They helped Pinkie Pie out of the sand then take in the exotic jungle environment. They hear more sorts of exotic animal sounds.

"Shining Armor was right, this place is dangerous." Applejack said.

Rainbow Dash signed sadly. "We only been here for a few minutes and we encountered with a dangerous monster already."

Fluttershy shivered. "There's no telling what other dangers that wait for us if we continue on."

Applejack gave them all an invigorating look. "We cannot waste anymore time. Those Nightwalkers will be here shortly. We have to make it towards the ocean before it's too late." Applejack pointed but got no response. She shrugged, sets off with everypony in that direction. Twilight looked around at the desolate world and the all of her friends receding ahead of her. After a beat, she followed.

About a half hour later, they safely came up to the next part of Mortarn. Applejack led them in the direction of a primitive forest, ignoring the sounds of the annoying apology from Twilight.

"BE QUIET!" Everypony screamed in unison.

The purple unicorn quieted down, though she continued to give herself a depressed look. As they traveled down the forest, they noticed that the forest was dead.

"This is really not a safe place to be. Even for me." Pinkie Pie whimpered unhappy.

"Better stick together, y'all. There's no tellin' what will happen." Applejack scanning the surroundings.

"I still can't believe that this place used to the Nightwalker's home." Rainbow Dash muttered. "I wonder why anypony never heard of this place."

"Probably better off. I mean, what kind of ruffian wants to come to this place anyway?" Rarity disgusted.

Fluttershy looked around nervously. "Are we almost there? I really don't like it here!"

"What's the deal, Fluttershy? You've been through many forests before." Pinkie Pie asked while jumping up and down.

"Yes, but this is the forest of Mortarn…... It's Bloodfang's forest." Fluttershy whimpered.

"Don't worry, Fluttershy. We're almost there. It'll be another few minutes, before we're out of this forest." Applejack replied.

"Another few minutes?! But I'm really scared of this place!" Fluttershy snapped.

"Maybe ….we should find a… shortcut?" Twilight softly replied, trying to help out.

But all of her friends did not answer back. They just stopped and starred angrily at her, thinking to themselves why was she talking to them after what she just put them through. Twilight nervously chuckled as her friends just groaned and continued on.

"Whatever!" Rainbow Dash rolling her eyes.

Twilight signed miserably. She was starting to get annoyed about this. She knew what she done was wrong, she thought telling the truth will make everything better, but instead it just got worse and worse. She cannot let this keep on happening, she wanted to be forgiven. She took a strong emotion and decided to go for it right now. She walked faster until she caught up with the group.

Twilight took a deep breath. "Please just listen to me; I know what I've done was….."

But then, Twilight was again cut off, when Applejack covered Twilight's mouth with her hoof. Twilight suddenly stopped talking when she too heard a distant sound of approaching footsteps through the dead jungle. With a little curiosity, they all started walking towards the sound.

They slowly turned towards the sound, which are now very close. Suddenly, they saw the source of the sounding footsteps; a giant Tiger Creature with gorilla arms and a tail of a rattle snake was in the open before them.

Realizing that they made a bad idea for coming there, they quietly turned back, making sure that they are not seen. But moving carefully could even make the sound of a small twig snapping to catch the tiger creature's attention. The tiger creature paused, knowing it sensed something. It's ears twitched, nose sniffing the air, and shaking his rattling tail. The ponies quickly ducked behind an old wide tree just in time.

They peered behind the tree, trying to lose the sight of it. They remain quiet and walked slowly towards the other direction. As soon as they move slightly away, the tree that the ponies were hiding behind was pulled from the roots and out of the ground. The tiger creature found them. It snared at them and pounced at them.

But the ponies leaped away and start running before the creature chased after them. Twilight and everypony ran as fast as they can, but the tiger creature was gaining on them. The huge jaws of the huge beast opened inches from their heads, but just in time they head the other direction and lost track of the creature.

They thought they were home free, but then stopped and realized that there was a huge rock cliff blocking their path, it's a dead end.

Rainbow Dash quickly think for a second and got an plan. "Okay, I got an idea. Fluttershy and I will carry you guys up one at a time!"

Applejack then heard the tiger creature getting closer and closer. "I don't think we have the time!"

The tiger creature slashed through the forest and found its preys cornered. The creature crouched down and charged at them for the kill. The ponies all hold together, closed their eyes shut, and screamed at the top of their lungs. But then, the tiger creature shrieked with a weep, turned around, trumpeting in fear, and ran away into the other direction. The ponies slowly opened their eyes and realized that the creature ran off. Their minds went blank and confused at the it's behavior.

But Rainbow Dash on the other hand, she cheered amazed to herself. "OH YEAH! THAT'S RIGHT! RUN! RUN, YOU CHICKEN!"

"What just happened?" Fluttershy confused.

"I think we scared it off?" Rarity said while scratching her head.

Applejack was not fully convinced about this. "I don't know about that. But something did scare off that monster."

As Rainbow Dash kept cheering to herself, something was rising up behind them. On the top of the cliff, a giant-sized anaconda with an armored head and massive distensible jaws slowly slide down behind the unsuspected ponies.

"RAINBOW DASH! RAINBOW DASH!" Rainbow Dash kept chanting to herself, unaware of the anaconda behind her. "YOU THINK YOU COULD SCARE RAINBOW DASH!? NOBODY COULD SCARE ME! NOBODY!"

Then, a monstrous snarl came behind them, getting Rainbow Dash and the other ponies' attention. They slowly turned around in time to see why the tiger creature ran away. Now, they are more scared than ever. The anaconda launched over them, landing between the ponies and the cliff. It twisted on itself, turning its face towards the ponies, and bared its sharp teeth with an aggressive hiss.

Rainbow Dash whimpering in fear. "…..Okay, now I'm scared."

"RUN! EVERYPONY RUN!" Applejack shouted.

The anaconda reacted to the ponies' sudden movements and snapped its sharp teeth at them. They screamed and barely dived out of reach. Everypony ran the other way as the anaconda squirm after them. They launched themselves between two large trees, forcing the beast to bite its way around to the side.

Twilight and everypony scrambled around the woods. The anaconda still on pursue, snapping and springing from ground to trees. They raced through the jungle, dodging trees, leaping over fallen logs, smashing through bushes, but the anaconda got even closer in pursuit. Everypony continued running, until Twilight accidentally tripped on a small rock and hit the ground hard and was knocked out cold.

Applejack looked back and noticed Twilight was left behind. "Twilight!"

Applejack turned around and ran to Twilight. Everypony else wanted to run, but they couldn't leave her behind, so they followed Applejack to help out Twilight. They reached the unconscious unicorn and helped her up on Applejack's back. By the time, they got a chance to run, it was too late. The anaconda began to circle them, surrounding the ponies into a ring of the serpent's body.

The anaconda looked down at the face of its prey, knowing that they'll be its next meal. But then, a small canister of a glowing ball landed at the base of the trees, immediately spraying out a thick cloud of oily fog. It's the first of five canisters that land in the area, creating a thick cloud. As the clouds hit the anaconda , it immediately recoiled, shrieking in pain. Losing its focus and start aching on the ground. With the chance like this, everypony jumped out from the walls of the serpent's body with the unconscious unicorn being carried off on Applejack's back.

But even the gas was not good for ponies either. Their eyes immediately burn from the vapor and tried to make it out through the fog.

Then, a mysterious figure at the edge of the smoke ran up to the ponies. "What are you waiting for?!"

The figure head out first, leading the ponies a way out, rushing through the heaviest of the smoke. Leaving behind a pain-aching anaconda , dangling around itself in the smoke.

Through the far side of the jungle, the ponies' eyes were swollen from the gas. But Applejack stumbled, barely able to see the mysterious figure leading out. She can only identify their rescuer as a rhino, wearing a brown hood with written African ritual symbols and pearls wrapped around its horn and hooves.

On the far side of a craven tree-house, the rhino pull opened the door and let the ponies in

The place was dirty and dark, with a couch and chair in the center, and several little African artifact areas. Everypony walked in from the doors. Rarity, Rainbow Dash, Fluttershy, and Pinkie Pie laid flat down on the floor panting while Applejack helped Twilight on the couch.

The mysterious rhino closed the doors, tight, and put a thick stick into the lock to keep it sealed. The rhino came rushing down to Applejack and the others.

"Are you ponies alright?" The rhino spoke with an African accent.

Applejack looked up at the mysterious rhino. "Who are you?"

The rhino grabbed a lantern and light it up with a match, lighting up room, making it bright enough to see everything and everypony, including the rhino's face.

Applejack concentrated on the rhino's face and gasped in shock. She knew who this mysterious rhino was. "You're Makara… you're the Prince Eclipso's Gatekeeper."

The rhino tried to think of a way to respond, but only smiled and nodded. "Yes, I am."

Meanwhile, back at the sand forest, a large group of Nightwalkers were souring through the sky. They all made a landing on the sandy ground. One of them was General Darkclaw, returning from the Crystal Empire and off on a hunting spree.

"Ah, Mortarn. Our old sweet home." Darkclaw chuckled as he examined the area, looking for any new evidence that could lead them to what they were looking for. Until one of the Nightwalker Guards spotted something. "Sir!"

Darkclaw flew over to the area and saw the spot on the sandy ground that the guard was pointing at. It was a trail of horse-shoe tracks.

"They were here alright." Darkclaw growled.

The Nightwalker Guard crouched down and studied the sandy foot imprints. "The tracks are still fresh. They couldn't have gone far."

Darkclaw signed relieved. "Good. We must be getting close. The unicorn named Twilight Sparkle and her stupid pony friends should be nearby."

"What makes you think they are still here? Mortarn is a dangerous place, we should know. They could be dead before they reached the ocean." The Nightwalker Guard questioned.

"No, they're alive. If they can get passed by us, I sure they'll get pass through the dangers of our old home." Darkclaw answered.

The Nightwalker Guard bowed before him. "Permission to capture them, sir."

"No! No more captures or prisoners. These ponies have done enough trouble for me. When we find them, we will finish them off." Darkclaw growled.

Nightwalker Guard surprised. "But Lord Bloodfang gave us orders to…."

Darkclaw interrupted. "They know too much, we can't afford to let them live. Lord Bloodfang must never know about this. My life depends on it. This time, we will find them and kill them."

"Then permission to feast on their leftovers?" The Nightwalker Guard said while drooling viciously.

Darkclaw smiled. "Permission granted."

All the Nightwalkers cheered in excitement and cruelly. Then suddenly behind them, the same crab monster that attacked Twilight and the others emerged out from the sand and gazed upon Darkclaw and the Nightwalkers with a big roar.

The General did not show any fear from the monster, only chuckled in annoyance. "Oh, please. We don't have time to deal with you."

The crab monster charged at the General, but he rocket into the sky and gained into tremendous speed. The wind buffeted him as he targeted the monster with supersonic speed. Darkclaw took a deep breath and blasted a huge red beam from his mouth and fire directly at the giant crab.

"KABLAM!"

The blast created a huge explosion, blowing up the crab monster into millions of pieces. Darkclaw showed no mercy. The Nightwalkers shield themselves from the dust and body pieces from the fallen monster.

Darkclaw returned to the ground and faced his Nightwalker Army. "No more distractions. We will kill anything that stands in our way. We will find these ponies and destroy them immediately."

All the Nightwalkers nodded and soured to the sky and head out to the direction where Twilight and the other have gone. They are coming for them.

Author's Note

Will twilight and her friends make it out before Darkclaw finds them? Who is Makara? Will they ever escape the dangers of Mortarn? Tune in next chapter. Please review. If you wish to see the picture for the Guardian Wolves and the Nightwalkers, go to Deviantart with commander369.

Makara the GateKeeper

Back at the former Canterlot Castle, in the dungeon, two Nightwalkers opened the lock and walked into the cell. "COME ON, GET UP, YOU STUPID PONY!"

The prisoner inside happened to be Shining Armor, who was weakly lifting his head with small blood leaking out from his mouth. "Where's my wife?!"

"I said get up! Our master wish to speak to you now." The Nightwalker Guard hissed, dragging the nearly unconscious stallion out.

"I am not going anywhere once you tell me where my wife is!" Shining Armor yelled.

"I said, Come on!" The Nightwalker Guard kicked him in the back, forcing him out of the dungeon.

"If you hurt my wife, I will kill all of you and your whole race." Shining Armor muttered.

One of the Nightwalker Guards placed its sharp claw on his cheek. "Shut up! If you keep on talking like that, you'll won't be able to live to see your wife's execution."

"Nightwalker Scum!" Shining Armor shouted weakly.

The Guards scowled, but remained silent as they made their way to the main room. Shining Armor was lounging to the throne room of Lord Bloodfang, a satisfied smirk on his face as he sat in his skeleton throne.

"Ah, yes. Shining Armor is it. Captain of Princess Celestia's Royal Guards." Bloodfang said mockingly.

Shining Armor glared angrily at him. "Let me guess. You've failed to track down my sister, so now you're going to try to get information from me, huh?"

Bloodfang chuckled at the stallion's foolish bravery. "Did you really think you can win this? Your forces have fallen. Your kingdom is now my domain. There is no more reason to fight. Just tell me about your sister is heading and I will let you serve me as a slave for eternity."

"You'll have to kill me," Shining Armor hissed at him.

Bloodfang laughed. "Such bravery, I'll might and will. But first, you must tell me where Twilight Sparkle is."

"Where is my wife?" Shining Armor demanded.

"Wife? You mean Princess Cadance. She'll be fine, for now. She failed to accept my offer earlier. So now, she is being sentenced to death on the day before the eclipse passes." Bloodfang threatened.

"No!" Shining Armor shouted.

"But if you tell me where your sister is going. I can make new arrangements for your wife. Such as letting her live." Bloodfang smiled.

"And if I do tell….. What will become of my sister?" Shining Armor snorted angrily.

Bloodfang chuckled and whispered to Shining Armor. "I'll kill your sister without any pain. I promise."

Shining Armor gasped in horror, but grew furious at the same time. "YOU MONSTROUS, MURDERING DEMON! I WILL NEVER TALK! NEVER!"

Bloodfang responded with a sign. "So be it. See to it that Shining Armor is scheduled for execution with his wife, along with the rest of the pathetic ponies." He ordered his guards.

"Yes, my lord." The Nightwalker Guards laughed.

Bloodfang grabbed Shining Armor's face. "Then, I guess I'll have to slaughter your little baby sister slowly and painfully. But don't worry, if you really miss her that much, I'll send you her head as a present, just to remember her by before you die!"

Shining Armor growled angrily. "YOU WILL NEVER WIN! THE GUARDIAN WILL KNOW ABOUT THIS! THEY'LL COME AND WHEN THEY DO, THEY WILL DEFEAT YOU, JUST LIKE THEY DID LAST TIME!"

Bloodfang laughed manically. "I beg to differ, Shining Armor. Because, this time is different. The Guardian will never know about us, they will never know we're here. By the time they finally figured us out, it will be too late."

Twilight quickly opened her eyes from waking up from a horrible nightmare; it was almost like she was dreaming about her brother. She started to sweat and took a deep breath, until she noticed that she found herself lying down on an old raged couch. She got up and looked around the mysterious room, trying to see where she was or how she got here. Then she looked across the room, she saw her friends sitting next to a fireplace, keeping themselves warm. The whole place was quiet and dark, until a certain rhino came up next to her.

"Aw, you're awake." Said the voice next to her.

Surprised, Twilight stood up to see the hooded rhino stand up in front of her. The rhino looked to be around in her mid-ages, wearing a brown hood with written African ritual symbols and pearls wrapped around her horn and hooves.

Twilight tried to stand up from the couch, but felt a pain ache in her body. She lied back down with her face showing a sad expressing. Tears trickle down her face like rivers over everything that has happened.

The mysterious rhino realized Twilight's anguish. "I'm going to, uh, get you something to drink." The rhino walked away leaving Twilight alone with her friends.

"Where are we?" Twilight asked softly.

"We are at Makara's place." Applejack replied.

"Who?" Twilight confused.

Rainbow Dash scoffed. "If you read the book, you should've known."

Twilight still didn't understand what they meant. "I don't get it? What are you girls talking about?"

Rarity signed and decided to explain it to the confused unicorn. "Makara was Prince Eclipso's Gatekeeper. She was a sorcerer. She was the one who also wrote the book."

Twilight's mind snapped. "The Guardian book? Wait! This rhino was the author of the Wolves of Imperiacus?!"

"Duh!" Rainbow Dash cried out.

"And this rhino is some sort of Gatekeeper? Gatekeeper of what?" Twilight said to herself.

The mysterious rhino cleared her throat in the corner, an attention-getter. "I am "the" Gatekeeper and I am the Gatekeeper of the Eclipse."

Everypony looked over at her; she was holding a tray full of glass of liquids. "Drink up. I got some grape ciders for everypony"

Makara sat down on a nearby crate, everypony sat across from her, took a glass of grape cider.

Applejack broke the awkward silence. "We really appreciate what you're doin' for us."

"Don't mention it." Makara said.

"My name is Applejack." Applejack introduced herself. She then called out the names for the rest of her other friends. "This is Rarity. That's Rainbow Dash. That's Pinkie Pie. And that's Fluttershy."

"And what about your other friend?" Makara pointed to Twilight who was still lying down on the couch.

"Well, she use to be our friend." Rarity whispered angrily to Rainbow Dash, who also agreed.

"My name is Twilight Sparkle." Twilight introduced herself to Makara.

"Well, Twilight, where are you from?" Makara asked.

"Canterlot." Twilight answered.

Makara started scrutinizing her. "Wait a minute... You're a Canterlot pony, all of you!"

"Uh, yeah." Twilight backed up slightly from her outburst. "We are. You know about us?"

"My apologies. It's just that I haven't seen Canterlot ponies for a while." Makara explained. "Well, not ever since after the great war."

Pinkie Pie smirked. "The rest of us don't live in Canterlot, we mostly live in a town called Ponyville."

Makara chuckled at the name. "Ponyville, huh. Such an obvious town with that sort of name."

"The ponies back on Ponyville are big fans of your book, Ms. Makara." Fluttershy giggled nervously.

Makara giggled. "I am very grateful, thank you. I'm guessing' that you're all gonna be needing a place to stay for tonight."

Twilight finally jumped out from the couch and decided to tell her the real story. "Um, no actually. You see, we are here on a mission."

"So, why are you ponies doing in a horrible place such as like this?" Makara wondered.

Twilight signed. "We were trying to get to the land of Imperiacus."

Makara took a moment to answer. "So, you ponies are trying to seek the Guardians, huh?"

Twilight frowned. "Yes, we were, but we're afraid we are not doing such a great job at it."

Makara scoffed. "What did you expected? You ponies were walking in the most dangerous part of Mortarn."

Rainbow Dash grunted in the obvious. "If we knew that, we wouldn't be in this situation."

Makara's eyes moved around them, mostly at Twilight. "It is said that to those who seek the Guardians are very desperate for their help. Something has happened to Canterlot, hasn't it?"

The ponies sat there with stunned expressions. Makara looked to Twilight. "Tell me."

Twilight signed with a deep depression, trying to pronounce the frighten name. "Bloodfang."

Makara shocked. "Bloodfang is free?!"

"Yes." Twilight nodded.

"But that's impossible. The Guardians have sealed him away for eternity. How did this happen? How did he return?" Makara questioned.

Rainbow Dash gave Twilight a cold glance. "Aren't you going to tell her, Twilight.... or should I?"

"Huh ... Oh, uh, we're, ah..." Twilight choked nervously.

Applejack intervened. "Let's just say, a certain pony woke him up." Applejack glared angrily at Twilight.

Makara realized and glazed at Twilight, too. "I see. What about Princess Celestia?"

Twilight frowned and took a moment. "She was captured by Bloodfang."

"I see." Makara said with a frown.

"Are you really the author of the Guardian book?" Pinkie Pie asked to double-check.

"Yes. I am, indeed." Makara said as she let out a smile on her face.

Fluttershy stared at her. "You're aware that our home has been taken over, right?"

Makara shrugged. "If Bloodfang and his army are awakened, then the world is doomed already. Lord Bloodfang is a monster. A vicious killing machine. He will kill or torture anyone who stands in his way. I know, I wrote everything about him in my books."

Rarity stepped forward and looked down. "We fled from our home and looking for a way to get to Imperiacus. The Guardians are our only hope to help us defeat these monsters and save Equestria."

"You were wondering if I would be able help you, is that it?" Makara interrupted.

"Yes." Rarity replied. "That is, if you don't mind."

Makara raised an eyebrow. "Mind? Of course I don't mind. If those Nightwalkers have their way, they will destroy our world. As Gatekeeper, I won't allow that to happen."

"So, you'll help us then?" Applejack asked.

Makara smile and nodded. "Of course, I will help you. I will guide you the safest way out of Mortarn. But, I can't assist you in battle. I maybe a rhino, but I am not a fighter."

Applejack gave out a relieving smile. "Thank you. But we're runnin' out of time. We should start leavin' right now."

Makara giggled. "Yes indeed, we will. But first, you must eat. You ponies got a big day ahead of you today and you won't have enough energy without getting any food in you stomachs."

Applejack nervously laughed. "Don't bother with our empty stomachs. We're okay."

Makara said. "Nonsense, you can stay for lunch. I've got plenty of food."

"We love to, but we're in a hurry. We need to get to Imperiacus as soon as possible." Rainbow Dash said gratefully.

Makara nodded. "Do not worry. Only with my help, you ponies will get there in time. So far, it is still only morning, even with a little break, you'll still be able to make it out of Mortarn by the end of the day. When you reached the ocean and start sailing north, you'll be able to make it to Imperiacus by the next morning."

Rainbow Dash hesitated for a moment, and then spoke. "Are you sure?"

"Of course I am," Makara said cheerfully. "Now, who's ready to eat?"

Later for a few minutes, Twilight, Applejack, Rarity, Rainbow Dash, Pinkie Pie, Fluttershy are all seating on rocks by a black wooden table, all of them drinking from clay mugs. Makara finished handing out bowls and served on their plate of fried giant cockroaches. They all stared into hers with a grim expression.

Rarity grossed out and burped. "Is this... food!"

Makara nodded. "That's right. Dig in, everypony."

Rainbow Dash stared disgusted at her so-called food; she tapped it slightly and watched its legs started twitching. "Mine doesn't seem to be cooked all the way."

Makara walked towards Rainbow Dash's dish and repeatedly banging the half-dead food with her cane until it moved no more. "Now it's cooked."

The other ponies watch as Pinkie Pie sniffed the food and took a huge bite out of it. She chewed a few times and let out a burp. "...Delicious!"

Applejack looked to Makara, trying to avoid the meal. "So... um... Makara... how do you and Prince Eclipso knew each other?"

Makara reminisced. "How we knew each other? I knew Prince Eclipso when he was a little pup."

Applejack was surprised as well as everypony. "You did?!"

Makara nodded her head. "Of course. Back in my days, centuries before the Legendary War began, I was the great Gatekeeper of the Eclipse. I was once the first peacekeeper of the earth. A loyal servant of our creator."

"Wow! That's amazing!" Pinkie Pie amazed.

"Please continue!" Fluttershy started to get excited, wanting to hear more.

Makara continued. "One day, the eclipse sent me a message. It told me to go to the land of Imperiacus and rescue a newborn wolf pup who was abandoned by his parents and was left to die alone by himself.

Fluttershy gasped in shock. "Why would they do something like that to him?"

"In those old days, wolves weren't always protectors. In fact, they were all vicious selfish predators who fight and hate each others. I knew it wouldn't be safe place to let the wolf pup be raised in that environment. So, I brought him here to Equestria." Makara explained.

"So that's how you first met him." Rarity realized.

Makara smiled and nodded. "After I've brought him to this land, I've sent him to a small village where unicorns, pegasi, and earth ponies live together in harmony. I've placed him on the doorstep of a young unicorn named Marlstone."

Rainbow Dash interrupted in shock. "Wait! What are you saying?! Are you saying that the great and proud, Prince Eclipso was raised by a pony."

"A unicorn to be precise." Makara corrected.

"Prince Eclipso was raised by a unicorn?!" Rarity shouted surprise.

"Yes. He was raised and nurtured by a sweet and kind unicorn named Marlstone." Makara added.

"I've never read about that in the book." Rainbow Dash shocked and confused.

Makara continued on the story. "Marlstone adopted the wolf pup, raised him as her own, and named him Silver. As Silver grew up among the ponies, he learned to appreciate the hope and love that Equestria had given him and grown to be a kind and warmhearted wolf.

"That's very fascinating." Rarity agreed. "What happened next?"

Makara continued on. "However as the years went by, Marlstone eventually passed away and Silver was forced to go back to his homeland. But thanks to his mother's guidance and everything that he learned here in Equestria, he taught all the other wolves about love, peace, and friendship and forever changed the ways to all of his kind. The wolves became so grateful for his teachings, they eventually made him their leader and coronated Silver to become Prince Eclipso, the ruler of Imperiacus. And that's when the story was born."

"Cool, ever thought about writing a prequel!" Rainbow Dash amazed.

"I agree, that story would be much more interesting than the original." Rarity said.

"It's not about the fame or fortune, everypony. I wrote those stories to remind every citizens of earth to know what Prince Eclipso and his Guardians had done for us. How they saved us, how they bravely sacrificed their lives to save our future. Those books are the reason why everypony still remembers them today. So, the past will be never be forgotten." Makara lectured.

"It's true. Everypony back on Ponyville still believes in Prince Eclipso and the Guardians and what they had done for all of Equestria." Applejack realized.

"Prince Eclipso was widely regarded as the finest warrior and king of all the tribes. He was a true legend and a great hero... if it wasn't for him, our world would've been a very different place from what it is today." Makara said.

The ponies are overwhelmed by what they're hearing.

"So... what happened?" Fluttershy asked.

Makara continued. "Over time when the Nightwalkers were defeated... I made a choice to stay here to keep detain on all the evil of Mortarn away from the outside world, Prince Eclipso had moved back to Imperiacus to continue on his duty. I hadn't heard from him for centuries."

The Ponies are silent for a moment.

Makara signed in happiness. "He was always an inspiration to others. He was always the symbol of the hope. The hero of peace and freedom." Makara spoke with grim-visage intensity. "This is why I'm taking you to Imperiacus. That is why I'm helping you to save Equestria. Equestria was his home, too. He only left because he has to, he wants to keep the land and all of the subjects to live in peace and harmony."

These words strike deep in the ponies' heart.

Applejack signed. "Do you think we have a chance to save our home, too?"

Makara giggled. "Believe in yourselves. Just as I believe in Prince Eclipso. Believing gives you strength. It even helped you get this far, didn't it."

Everypony smile, knowing that believing in themselves made them stronger.

SONG: BELIEVE IN YOURSELF.

(Makara got up from her chair and sing around everypony.)

(Makara)

Believe in yourself.

Don't feel alone.

Believe in yourself.

You are stronger than you think.

(Makara then blast of sparkling, luminescent green smoke promptly fills it. From this rise the head and shoulders of the rhino.)

(Makara)

Don't let you fear gain control.

There is greater more inside you.

Love it more than you know.

Be braver than you realize.

Make it worthy than you'll admit.

(When the green dust sprinkled in the air, everything it touched everything light up like fireworks.)

(Makara)

Believe in yourself.

Don't feel alone.

Believe in yourself.

You are stronger than you think.

(A bit of glowing green dust is produced and blown upward; follow it into the air. Forming itself and literally changed into a rainbow light around the room.)

(Makara)

Don't let me drift too far

Live the moment as if today is all we truly have.

Let the sunshine out as well as in to create your own rainbow.

Believe in your heart.

Then something wonderful will happen.

Believe in yourself.

Don't feel alone.

Believe in yourself.

You are stronger than you think.

(Finally, everypony got caught up with the music and all joined in the festivities. Soon everypony was singing and dancing with Makara.)

(Makara and everypony)

Making believe is just another way of dreaming, so till my dreams come true.

Making believe I'm talking to you, wish you could hear what I say.

Your deeds will make you known where're you'll go.

Follow the heaven of light.

Believe in yourself.

Don't feel alone.

Believe in yourself.

You are stronger than you think.

As the song ended, Makara and everypony continued dancing around the house, getting into their hearts of hope back up again.

Meanwhile, back at the forest of Mortarn, General Darkclaw and his small army of Nightwalkers were flying in the dark skies when suddenly they realized a disturbance on the ground. Below, they saw a trail of trees collapsed down, which made it very suspicious. They all made a landing on the ground with a roar and a cloud of sand. Darkclaw scanned the area, looking for clues, and he found one. There, he saw more trails of horse track on the dirt.

"They've been through here." Darkclaw studies all the trees broken down, noticing that something has happened here. "They seemed to have confronted with something."

"Like what?" one of the Nightwalker Guard said.

That question was answered when suddenly, the same giant anaconda popped out from the trees, facing Darkclaw. Every Nightwalker was spoiling for a fight. The anaconda targeted Darkclaw and charged right at him.

"YOU WANNA FIGHT, HUH!" Darkclaw spiked out his wing claws and charge at the incoming anaconda.

Darkclaw zoomed in on the beast, striking a blow to its head, decapitating it. He assumed a forward victory pose in front of the headless anaconda as it dropped dead on the ground. The anaconda's head rolled over to Darkclaw's feet. "I REALLY LOVE DOING THAT. HAHAHAHAHA…."

Nightwalker Guards chuckled and applauded the General. "Amazing performance, sir. But it looks like that snake beat us to them. The ponies wouldn't stand a chance against that thing. They're dead, alright."

Darkclaw growled, knowing that was not true. "No, they're not. They're still alive."

"What makes you so sure, General?" Nightwalker Guard confused.

"That beast was trying to eat us, which means that it was still very hungry. If it did ate all six ponies, then it would have no reason for it to attack us. They're alive, alright." Darkclaw explained.

"Continue the search then, General?" Nightwalker Guard said.

"Yes, this time, they will not escape." Darkclaw and his Nightwalkers sped away in the sky, hot on Twilight and her friends trail.

Back to Twilight and the others, they are all now walking through the forest and following the path. Makara finally led them up the stone path. They reached the crest of a ridge of the mountain, off in the background on the far landscape view; they can see the outline of the entire land.

Makara pointed the view of the land they see before them. "The destination you wish to reach is there in the distance. Straight ahead is the shore of the land of Mortarn. You must cross the safe path, follow the sun that is touching the ground. There, you will reach the end and sail on your way on your journey."

The ponies strained to get a better look.

Rainbow Dash smiled. "That doesn't look far. I can almost see the ocean."

Rarity nodded in agreement. "Sure doesn't look like it going to be too must trouble? If we just kept on going, we'll be there by sundown."

"Then we better not waste anymore time then." Applejack said.

Makara frowned as she looked back at Twilight and the other ponies. "I'm afraid that this is as far as I can take you."

The ponies are thrown by this.

Fluttershy stunted. "Wait! You're leaving us?!"

Makara signed. "If only I could. But I have a duty as well. I have told you all that I know. Now you must achieve this journey on your own. Go to Imperiacus, find the Guardian, and with them on your side. Your story will always have a happy ending."

"Thank you, Makara. For everythin'." Applejack said.

Makara raised her hoof and all six ponies put their hooves on top of hers.

"Believe in the legends. Believe in yourselves, ponies. If you believe, you can achieve anything." Makara said to them with a smiled.

Everypony said their good-byes and marched on the path that Makara had pointed. Twilight was the last to leave, but Makara stopped her. "Twilight! Wait!"

Twilight halt as looked back at Makara who has something to say to her. "Do not worry of your friends. They care for you no matter what you done. We all make mistakes sometimes. But we all learn from them. The past is history and the future is now. Give them time, Twilight Sparkle. Because your friendship is magic and magic lives forever. Just believe in yourself."

Twilight smiled at what Makara had said to her, giving her encouragement. "Thank you, Makara." She waved good-bye and followed her friends.

Leaving Makara to smile as they were off on their way. "Good luck, Twilight Sparkle."

Author's Note

Will Twilight and her friends make it out before Darkclaw finds them? Tune in next chapter. Please review. If you wish to see the picture for the Guardian Wolves and the Nightwalkers, go to Deviantart with commander369.

Captured!

After nearly four hours of walking, Rainbow Dash's stomach began to growl. "I wish there is something to eat around here."

"But Rainbow Dash, we just ate at Makara's place like four hours ago." Pinkie Pie exclaimed.

"You did. We didn't. There was just no way I was going to eat that!" Rainbow Dash burped.

Rarity and Fluttershy's stomach was also growling, realizing that they are starting to go hungry as well.

"I agreed. Not that I'm trying to be disrespectful and all. But, did she really call that… food. What I would really want is some freshly baked pancakes and some sweet apple cider." Rarity drooling.

I really hope there's some food nearby." Fluttershy said nervously. "We haven't seen a single one since we left Ponyville."

"We were all so busy runnin' away; we didn't have any time to eat." Applejack said.

"I just feel bad for all the other ponies back at home. I fear that they're all starving to death right now." Rarity told them.

"The Nightwalkers are vicious. They don't care about anyone except themselves. If some ponies starved to death, they'll just replace new workers to do their dirty work. We have to hurry otherwise everypony will die." Applejack groaned.

Rainbow Dash looked around slightly. "But we really hope there's some food close by or we're the ones who are going to die."

Fluttershy sighed. "She's right, it'll still take us the whole day to get to the ocean. If we walk without any food or water, we might not be able to make it.

"Come on ya'll, we have dealt with worse things than this. But for the stake of the Princesses, for our friends and family back at home, for our future. We can't give up. No matter how hungry and tired we are." Applejack said.

Everypony signed and followed Applejack's lead. At the back of the line, Twilight can't help by overheard her friends crying in hunger. She frowned in depression and needed a way to help her friends out. What she has to do was find some food. That could be a good start for her to earn back her friendship. All she needed to do was believe in herself, like Makara said to her earlier.

While her friends are walking ahead, she turned and walked towards a different direction and went out on her own.

While Twilight went off to search for something to eat. Strangely enough, she found something that she couldn't believe. Just up ahead, there was a huge healthy green tree on a top of a small hill. Suspiciously she looked up at the tree and just as she figured, it's a real apple tree. She stared at the juicy-looking apples hanging on the branches and rushed towards the tree.

But then, she halted. She just realized something. Why was there a healthy tree growing here. This was the land of Mortarn after all and nothing good ever happened here. So, how could something so good as an apple tree grow harmlessly in a place like this. Still the rumbling in her tummy relieve her suspicions, so she decided to take a risk. She backed up partially into view and fetched the trunk a solid buck with her hind legs. When she did, many apples fall loose and hit the ground like rain.

Twilight levitated one of the apples and took a small bite. She chewed and swallowed. Her eyes sparkled like stars, loving the sweet taste in her mouth.

"Ohhhhhhh… this apple is so delicious…. I have never tasted an apple this sweet before. It's even better from Applejack's farm. I can't wait to give some of this to my friends. This could change everything." Twilight said as she took more bites out of the apple.

Behind her, something was happening. The plain apple tree began moving forward, emerging the root from the ground and forming into legs, then a giant emerged. A monster tree. Twilight then turned around slowly, with a feeling of dread, as she heard the rumbling sound of the monster's body freeing itself from the muddy surface.

"You've…. got… to be… kidding…. me." Twilight shocked.

Twilight backed away slowly, around the corner, but the monster followed slowly forward and growled viciously. The tree monster was mad as it stared down on the piles of apples that are on the ground next to her.

"MY BABIES!" The tree monster gasped.

"Oh….. these are your babies?" Twilight chuckled nervously.

"YOU ATE MY BABIES!" The tree monster shouted.

Twilight screamed with fear, couldn't get her words straight. "NO, NO.… NO… NO! YOU GOT IT ALL WRONG. I WASN'T EATING THEM! I WAS JUST HARVESTING THEM! I WASN'T GOING TO EAT THEM YET!"

That last remark really made the tree monster even madder. It made its killer stare at her and growled. Its face was now filled with anger, rage, and frustration, and it headed straight for her.

"Oh no." Twilight just quickly ran away, but the monster followed, stomping and stomping every step.

Twilight was in a full-out run being chased by the tree monster which stomped forward, demolishing everything in its path.

Back to the rest of the ponies, they stopped for a moment to find out where they are.

"Admit it, we're lost! Are we?!" Rainbow Dash said with annoyance.

"No, we are not lost! Makara said go straight forward and that is exactly where were headin'." Applejack insisted looking at the path ahead.

"Oh yeah, then where are we? Makara also said that we would be there before sundown, and as you can see the sun is about to set very soon. We should've been there by now." Rarity complained.

Applejack looked up at the sun. "It's not that late. It should be somewhere around like five-o-clock in the evening. We should be there soon, but just not yet."

Everypony look up at the sun as well. They couldn't tell what time it was, but they could tell that it not that late.

"But, we're still lost!" Rainbow Dash added.

Applejack grumbled as she looked around at her surroundings. "No, I know exactly where we are. Just trust Makara. She is the gatekeeper after all."

Looking at the sun kept Fluttershy wondering. "You know, I've just thought of something. Why does the sun still going down. I thought the Princess was captured and imprisoned."

Rarity just thought what Fluttershy just said and also came to wondering. "Now that you mentioned it….. yeah, why is that? I mean, I thought Princess Celestia is the only Alicorn who raises the sun at dawn and lowers it at sunset."

Rainbow Dash didn't have any problems for filling in the blanks. She interrupted and answered. "That's because she has to. It is her duty after all. Even though she is weak and imprisoned. She's still brave enough to control the sun for all of Equestria. Because she cares for her subjects and all of Equestria."

"Hmmm, I don't think Princess Celestia is controlling the sun this time." Pinkie Pie wondered.

"Of course she is." Rainbow Dash gasped

"I agreed with Pinkie Pie, Rainbow Dash… I can't believe I just said that….. But Princess Celestia and Princess Luna are in real trouble back in Canterlot. I don't think it was them who are responsible for the day and night." Applejack said.

"It has to be. I mean who else could it be?" Rainbow Dash scratching her head in confusion.

Applejack rubbed her chin. "Maybe, someone else is controllin' the sun and the moon."

"Like who?" Fluttershy asked.

Applejack thought to herself and finally picked up a theory. "Maybe, I believe… the one controllin' the sun is probably….."

Just when they realized, a huge roaring came from the jungle. Everypony turned towards the sound and froze.

"Um…. What was that?" Rarity gasped.

Applejack doesn't answer, still listening to the reverberations. Then she heard the sound of Twilight screaming nearby.

After hearing Twilight's scream, Applejack realized that she was not among them. "What just a darn minute! Where's Twilight!'

Everypony just realized that she was nowhere in sight and looked around for her.

But then, Twilight came running out of the jungle, headed towards to them. "Don't just stand there! Run!"

"What is it this time, Twilight? Can't you see that...?" Rainbow Dash shouted as Twilight sprinted past everypony in interrupted by a second roaring, except this time it was closer and coming their way.

Everypony slowly stepped back as a giant figure burst through the trees. The huge tree monster appeared in the front of them and began to make the same killer stare and growled like it did earlier to Twilight.

Everypony screamed.

"RUN YA"LL!" Applejack shouted.

Applejack leaded the group and ran at the same direction that Twilight was going. They make a mad dash for the jungle.

The tree monster fall over to everypony with brutal speed; the enormous monster tried to seize them in its massive wood hands and tried to catch them. But everypony managed to dodge every sweep.

A tremendous roar caused everypony to look behind them. They can't help but take a glimpse of this terrifying and crazy creature chasing after them. With Twilight in the lead, and the others catching up to her, the group rushed through the jungle. The tree monster chased down on them, mowing down the small and thick trees which the monster toppled all around it.

Twilight spotted a path of heavier trees and leaded the group into it. The tree monster cannot fit between the trunks. It roared at the fleeing ponies, searching desperately for a route after them.

The group continued their relentless pace, putting as much distance as they can between themselves and the beast. Finally, they arrived into a swampy forest. Twilight looked like she about to have a heart attack and everypony are gasping for air.

They stopped, thinking they've outrun it. Twilight directed the group through some underbrush and into the middle of the swampy place.

Twilight was caught off-guard as a furious rainbow pegasus slammed her back against an old dead tree. "THAT'S IT!" "WHEN WILL IT END?! ARE YOU EVER GOING TO STOP CAUSING US ENOUGH TROUBLE ALREADY?!"

Twilight's mouth began to wobble, and after a moment, she burst into tears. "I'm so sorry, really! I didn't meant for all this to happen…."

Rainbow Dash faced to face with Twilight, furious. "NEVER MEANT FOR ALL THIS TO HAPPEN?! ARE YOU KIDDING ME, TWILIGHT!? FIRST, YOU RUINED OUR HOLIDAY WITH YOUR WHOLE NON-BELIEVING THEORY, THEN, YOU WOKE UP BLOODFANG, CAUSED DESTRUCTION AND DOOM TO ALL OF EQUESTRIA, MAKING US TRAVEL THROUGH THE DANGEROUS LAND OF MORTARN, GETTING US CHASED BY PONY-EATING MONSTERS, AND TOP OF ALL THAT….. WE'RE LOST!"

"LOST! WE CAN'T BE LOST! I THOUGHT WE KNEW WHERE WERE GOING!" Rarity shocked.

"I told you! We are not lost! Look were….." Applejack looked around and noticed they are somewhere was a dark creepy swampy area. Applejack gulped realizing that they are lost after all. "Maybe we are…."

"WHAT! WE FAILED! WE'RE ALL GOING TO DIE!" Rarity cried.

"THANKS A LOT, TWILIGHT! YOU'VE DONE IT AGAIN!" Rainbow Dash yelled.

"Everypony be quiet. Look, everything is alright. We just need to find another way out." Applejack calming down her friends.

"But where can we go? We don't know where we are, thanks to Twilight!" Rarity pointed at the heart-broken unicorn.

"Look we just need to find another path. We'll get out of this. But we have to hurry." Applejack signed and left.

"Look, please I am really….." Twilight spoke, but was interrupted by Rainbow Dash.

"Just stay out of our way, Twilight. Either way we're probably not getting out of here alive. So, if you want to be helpful, just stay in the back and catch up!" With that Rainbow Dash left, a beat later, Fluttershy and Pinkie Pie followed. They have sympathy for Twilight, but it's logical enough to know that Rainbow Dash was right.

"Can't I do anything right anymore…." Twilight was clearly at a loss, she followed slowly behind, back to where she started. Fearing that she may never earn her friendship back again.

The ponies entered through a field of wet cattail to look into the forest above, only there's nothing to see but a thick fog spraying around the entire area.

There's a thick fog at this level of giant clouds blocking their view, but not far ahead they can see a large pond up close.

"So now what? There's nowhere else to go." Rarity groaned.

"There has to be a way out of here." Fluttershy said.

Applejack looked harder, getting a clear glimpse through the mist. Then she spotted another area on the other side of the creek. "Look! Over there!"

"Do you think it's safe over there?" Fluttershy said softly.

"There's only one way to find out." Applejack called to Rainbow Dash. "Rainbow Dash, you think you could find out what's on the other side of the pond."

"With pleasure." Rainbow Dash stretched out her wings and flew slowly through the other side of the pond. She carefully moved forward, disappearing into the thick fog.

The others listened to the flapping wings of the pegasus until it stopped. Then, nothing but silence.

"Rainbow Dash, are you okay?" Pinkie Pie worried.

More silence. Then, out of the fog, Rainbow Dash's voice called out. "I've found a way out! Come on, come across!"

Applejack sighed of relief and glance back at the others. "We'd better do this one at a time."

"What! You want me to walk in this filthy water. I'll get my precious mane ruined." Rarity shocked.

"Rarity, we have no time for this. You want to get out of here, don't you?" Applejack said as she made the first step on the water and walked across.

Rarity signed in disgusted and followed. Rarity cried out and tried to get her whole body up, so her mane won't get smudged by the muddy water. Then one after the other they all follow each other, marching their muddy hooves on the mushy wet creek. Twilight was the last pony to go across. She looked on as she saw her friends disappeared into the vapor.

Twilight slowly jumped in the pond and followed, walking her way forward. But then, she felt a strong gust of wind and more flapping wing sounds above her and then in front of her. She halted by the sound of moving water. Looking down one of the slightly flooded passageways, she saw the water started to move in waves, it was obvious that someone, or something was walking through it.

Twilight glanced forward, but the fog was preventing her from seeing more than a few feet ahead. There was nothing but silence. "…Rainbow Dash? Fluttershy, is that you?"

Across the water, Applejack finally leaded the others to the other side of the creek. Looking ahead, Applejack noticed Rainbow Dash was there, looking nervous and scared.

"Rainbow Dash, what's wrong?" Applejack asked.

"There's someone here." Rainbow Dash whispered.

"What?" Applejack gasped.

"What is it?" Rarity and everypony walked to them, worried.

"Something is watching us. I think, we're walking into a trap." Rainbow Dash answered.

"What? Who?" Fluttershy said very nervous and confused.

Back to Twilight, she watched as a shadowy figure emerged from the fog, a nightmarish vision stalking purposefully forward… a Nightwalker Guard standing in front of her, slowly walking towards her.

The Nightwalker Guard saw Twilight and hissed her with a demonic glare. "Found you, Twilight Sparkle."

Twilight screamed and dashed back down the other direction. The Nightwalker Guard rushed to its feet, spread its dark wings and flew directly at her.

Hearing Twilight's screamed, everypony charged onto the swamp, searching in the fog. "TWILIGHT!"

Suddenly, Twilight emerged from the fog, racing toward them. And then Nightwalker Guard swooped out of the fog, opened its giant rear claws, and snatched Twilight from the ground.

Everypony watched in stunned, gasped in horror as the Nightwalker Guard carried Twilight directly overhead.

"Twilight!" Everypony shouted.

The Nightwalker Guard struggled with Twilight's weight. They watched helplessly as Twilight was carried high across the swamp.

Everypony ran after the Nightwalker, in a desperate attempt to keep Twilight on sight.

"Applejack, where is she?! Can you see her?" Rarity shouting.

Applejack looked around, but the fog was too shifted. "I'm tryin'! That Nightwalker took her up this way!"

"Where?!" Rainbow Dash screamed.

Fluttershy shrieked nervously as she searches for Twilight. "I can't see her anywhere!"

"Quick, let's hurry up and split up!" Applejack said.

"Um… I think we got problems of our own…." Rainbow Dash pointed to the sky and saw a large pack of Nightwalkers are sweeping towards them.

"LOOK OUT!" Rarity screamed with horror.

But it was too late. The Nightwalkers attacked with unbelievable ferocity and with an aggressive action. They slashed with their claws and batter with their wings. The Nightwalkers have shown no mercy to them.

"QUICK, RUN!" Pinkie Pie panicked and tried to run.

The Nightwalkers have made their move. Fluttershy was hurtled into some bushes; Pinkie Pie was knocked against a tree, and Applejack splashed down in a small mud.

Everypony was occupied with the Nightwalkers. One of the Nightwalkers caught the attention of Rarity and soured straight at her. Rarity noticed the Nightwalker and tried to run, but the Nightwalker was too fast and grabbed her in a choke-hold, pinning her face flat on the muddy ground.

"HANG ON, Rarity!" Rainbow Dash soured fast to help her, but another Nightwalker tackled her in midair.

"Don't worry, Rainbow Dash. I'm coming to save you!" Pinkie Pie rushed in to help Rainbow Dash, but a group of Nightwalkers slammed themselves around her.

"Pinkie Pie!" Applejack and Fluttershy both screamed.

But they have no time to react, two other Nightwalkers jumped into view and pin them to the muddy ground as well. These are quickly knocked away, each pony tried to struggle themselves away from the Nightwalkers, but the tide soon turned against them and they find themselves on the receiving end of the beat down.

"THEY'RE TOO MANY OF THEM!" Rainbow Dash struggling from the Nightwalker's grip.

"WE'RE GONNA DIE!" Fluttershy cried in tears.

"I'M TOO PRETTY TO DIE!" Rarity screamed with horror.

Applejack, Pinkie Pie, Fluttershy, Rainbow Dash, and Rarity are now at the Nightwalkers' mercy. They were pinned down to the ground and forced not to move.

All of the Nightwalkers snarled at their preys, who are now lying helplessly before them.

"Your adventure ends here, ponies." One of the Nightwalkers laughed.

"You have caused Lord Bloodfang enough trouble already." The second Nightwalker said.

"Like our master said, to all those who defy him will perish and no one, especially a bunch of stupid ponies defy Lord Bloodfang." The third Nightwalker chuckled madly as it placed its sharp claws on Rainbow Dash's neck.

Applejack and the other knew it was all over, they closed their eyes and prepare for their doom. But before the bats can finally finish the job, a ground-shaking stomping came in behind them. Every Nightwalker looked around confused and wondered what that was, until something big came upon the trees…. it was the tree monster, back for his revenge on the ponies.

"BACK OFF! THEY ARE MINE!" The tree monster growled.

The Nightwalker Guard signed in frustration. "THIS IS NOT A GOOD TIME RIGHT NOW. LEAVE OR YOU WILL SHARE THE PUNISHMENT!"

"I WILL LISTEN TO NO ONE! I WILL HAVE WHAT IS MINE!" The tree monster shouted with anger.

"YOU HAVE TO FIGHT US FOR THEM! DESTROY HIM!" The Nightwalker Guard commanded.

Few Nightwalkers charged and attacked while the other five bats remain with the ponies, keeping them pinned down while the others took care of the intruder. The tree monster charged and swatted at the Nightwalkers with his two massive hands.

The Nightwalkers attacked to the side while the monster's fists smashing down around them. The tree monster stamped and lashed on the Nightwalkers, which they dived clear, just as the huge foot pummeled into the ground.

The tree monster was now being covered and swarmed by the Nightwalkers. They are frenzy around it, with their sharp claws lashing at the tree monster, tearing off the skin and cutting off the branches. The monster screamed in pain and fell down in defeat. It cowered against the ground, covering itself with its arms for protection.

As for everypony, they struggled and kicked in their grasp.

The first Nightwalker snickered. "Now then, as General Darkclaw said…. time to feast."

"Good. I'm starving." The second Nightwalker drooling in hunger.

"NOOOOOO!" Everypony screamed for their lives.

But right before the Nightwalkers began for the kill, a Nightwalker was thrown to the ground between them. They realized that the tree monster was still not giving up; it was still putting up a fight. The tree monster went back up on its feet and began to use both hands to strike at the deadly Nightwalkers. With every sweep of its arm, several bats are knocked to the ground, but others clawed at his head and body. It appeared that the tree monster was too much to handle, even for them. Things were getting out of control and the problem must be dealt with. All of the remaining Nightwalkers roared with anger and frustration. They abandoned Applejack and the other ponies and charged at the tree monster, joining in the battle.

Now all the frenzied Nightwalkers attack the tree monster with gruesome force. They strike at the tree monster like a swarm of stinging bees. The monster roared and thrashed out at them in a frenzy.

With all of the Nightwalkers occupied with the monster, Applejack and the others seized an opportunity to escape. They rushed along the edge of the cliff towards the forest and made a run for it.

Several Nightwalkers are gripping and clawing the tree monster's back in an effort to weaken it, but the monster suddenly pounded his back against the wall of a rocky mountain, squashing them all.

The rest of the Nightwalkers wheeled away from it, hissing angrily. Almost about ten Nightwalkers are lying on the muddy floor, stunned or dead. They fluttered towards at the monster, preparing to make their next and deadly attack. The Nightwalkers fired their red beams from their mouths and shoot rapidly at it, causing the monster to cry out in pain. Setting it skin on fire and smoking.

They make their final approach; the tree monster threw its hands up to protect itself.

"NO!… NO!" The tree monster screamed.

The Nightwalkers have now swarmed, covering the monster from the waist down and the head. The monster started to lose its balance.

"NOOOOOOOO!" The tree monster made a dying shout.

The monster tumbled backward, sending up a cloud of black smoke when it hit the ground. Red beams were shot flashing through the air and torched off a sheet of flaming fire that consumed it and burning it alive.

Now that the tree monster was down and this time, it will stay down. The Nightwalkers looked back and realized that all of the ponies are gone, escaped without them knowing.

"WHAT! NO! AFTER THEM!" The Nightwalker Guard shouted.

Everypony finally exited out of the foggy swamp and found themselves running through the dry forest. They ran across the path and suddenly, right ahead there are a herd of strange creatures. Rock creatures that look like elephants. Everypony stopped and stared transfixed at a herd of the grazing creatures. A herd of hundreds of rock-like elephants are slowly moving through a wide clearing ahead.

"Wow!" Fluttershy amazed.

"Yeah, wow!" Rarity repeated.

Suddenly, the sound of Nightwalker's roaring was heard. Applejack and the other looked back and saw a swarm of Nightwalkers emerged from the jungles, coming their way.

Applejack popped an idea and screamed out to her friends. "This way!"

"What are you doing, Applejack?!" Fluttershy shouted confused.

"Trust me, I got a plan!" Applejack leaded the others to the direction of where the herds of rock-like elephants are.

The Nightwalkers moved into the hunting formation. One Nightwalker leaded the pack, chasing after them.

Applejack looked back and saw the bats closing in. She put her plan into action. "Hurry, into the herb!"

In an effort to escape the incoming Nightwalkers, Applejack's plan was to lead the group right into a herd of rock-like elephants to make it difficult for them to catch them.

Everything was going according to her plan. All of the rock-like elephants began a stampeding, splitting up the group.

Letting the others get ahead of each other, Applejack looked back and spotted the Nightwalkers are ignoring the rock-like elephants. The swarm weaved their way through the herd, chasing after the ponies. The Nightwalkers raced out from behind of the stampede and chased down on the ponies with incredible speed.

In the chaos of the stampede, everypony lost sight of each other. They continued to avoid being seen by the creatures.

Applejack, Rarity, Pinkie Pie, Fluttershy, and Rainbow Dash are running as fast as they can. Applejack glanced behind her and saw the continuing marching of rock-like elephant's legs are about to close in on them.

Finally, the ponies are suddenly found themselves in a sea of huge legs, like wildly pounding tree trunks. The Nightwalkers are snapping and snarling at the legs, they saw the ponies. Their only hope of survival was to stay within the stampede, trying to get out of reach of the bloodthirsty bats.

It was a dangerous plan, but it was working. Every time a Nightwalker closed in on their targets, they always got knocked down by the force of the rock-like elephant's heavy bodies or crushed under by their massive rock foot.

As the stampede continued on, everypony finally reunited with each other and jumped out clear of the rock-like elephant, but they're not off the hook just yet, as only to be set on by the Nightwalkers still closing in. Everypony was running madly, dodging the rock-like elephant's foot.

One Nightwalker focused on Applejack, it skillfully weaved in between and under the rock-like elephant and emerged right behind her, it's snapping wing claws inches away from her head.

But suddenly, she made a fast side move and caused the Nightwalker to fly sideways - under a rock-like elephant's legs. The Nightwalker was instantly trampled underfoot.

One of the Nightwalkers that was flying and watching from above knew that enough was enough. It managed to fly ahead and landed in front of the incoming stampede. It took a huge breath and aimed towards the stampede.

"LOOK OUT!" Applejack warned to everypony.

The Nightwalker fired its massive red beam and hit directly at the running herd of rock-like elephants. A huge explosion caused all the elephants to collapses at top speed, tripping and rolling at each other.

Applejack and the others suddenly find themselves in the middle of an extreme massive pile-up. Many Nightwalkers are crushed as rock-like elephants come down on top of them and some were squashed when two rock-like elephants slammed together.

Everypony rolled safely against the smooth rock-skins as the huge pile of rock-like elephants tumble all around them.

"Are we dead?" Fluttershy whimpered while covering her eyes.

"We're alive!" Rarity screamed happily.

"No time to celebrate. We have to move, now!" Applejack interrupted.

Applejack leaded the rest of her friends up a rocky hill where they climbed and slide on the slimy moss-covered rocks. Everypony ran through the path and safely entered through the wood. As for the Nightwalkers, they weren't so lucky; some of them are still trapped in the pile of the injured elephants. Many of them crawled or climbed through the heaving bellies and twitching legs. All of the Nightwalkers finally climbed out and desperately search for the ponies. But they noticed that they are long gone.

"Where'd they go?" The Nightwalker Guarded growled in anger and faced the remaining six Nightwalkers. "Find those ponies. Kill them when you find them. They cannot escape from us this time!"

Every Nightwalker flew off and continued on the search. The ponies have escaped from them.

Author's Note

Will Applejack, Rarity, Rainbow Dash, Pinkie Pie, and Fluttershy rescue Twilight. Tune in next chapter. Please review. If you wish to see the picture for the Guardian Wolves and the Nightwalkers, go to Deviantart with commander369.

Saving Twilight

Twilight's eyes opened weary, felt crummy as she could and her head was really hurt. She woke up on the solid ground, in some sort of an old ancient factory.

After a bit, she managed to found herself bearing and remembered what had happened. "Applejack, Rarity, Rainbow Dash, Pinkie Pie, Fluttershy…?" Twilight whispered.

"Awake now, are we." Deep tone voice asked. Twilight looked around for the source when the sight of a dark figure looming directly in front of her.

Mocking its menacing chuckle at her. "Hello, Twilight Sparkle. We meet at last."

"Who are you?" Twilight said while trying to get a clear look at the dark figure.

"I'm surprised that you've never heard of me? The name's Darkclaw….. General Darkclaw. The Greatest Military General of the Mighty Nightwalker Empire." Darkclaw snarled.

Twilight stood up from the floor. "You monster!" Twilight screamed at him.

"Oh, I've been waiting for you, Twilight. Glad that we could finally meet?" Darkclaw taunted.

Twilight glared at him. "What do you want with me?!"

"Now, that's no way to speak to the second-in-command of the Nightwalker Army. Where was the respect we once had? Things have surely changed around here." Darkclaw mocked her.

"You and your kind are nothing but monsters. Always have been, always will!" Twilight growled.

"Shut up, pony!" Darkclaw responded as he reached out with his wings and slammed the unicorn into the air. Flying, she landed hard on the cement slab. The impact stunned her. As she tried to rise up, rusty metal claws slammed into her face to pin her down in place.

Barely able to move, with nowhere to run and no chance of escape, Twilight could only gazed up into the burning red eyes of the evil bat. "You are pathetic. Here you are…. bowing down at my mercy and yet you're still resisting. Why don't you just give up! Your stupid coward pony friends are gone now." Darkclaw slapped Twilight hard in the face, sending her hurtling into the air and struck hard in the ground. "You're all alone now."

Twilight spit out a small amount of blood from her mouth, and then tackled Darkclaw to the ground. "Don't you dare call them that! You leave them out of this!"

Darkclaw smirked, kicked Twilight off. "And why not? Your friends have abandoned you. They left you behind, selfishly save themselves, and leaving you here to die."

Twilight trembled, trying her best not to sprint over and attack him. She would surely be killed if she attempted to.

Darkclaw noticed this and smirked. "What's the matter, Twilight? Too heartbroken and desire to die?"

Twilight did nothing, but stare back at the evil bat with a growl.

"Speaking of heartbroken, while you were at the Crystal Empire, did you least say your final goodbye to your big brother?" Darkclaw told her.

"Shining Armor?!" Twilight's heart rate increased when she heard what the General said to her. "What did you do to my brother?!"

Darkclaw opened his left wing and pulled out a purple gold object out from his pocket, it was Shining Armor's helmet. Twilight gasped in horror as Darkclaw threw the helmet to the ground next to Twilight's hooves.

"Oh no..." Tears filled Twilight's eyes and she cautiously made her way over to her brother's helmet.

"Pathetic, he was…. He didn't even put up a fight. What a weak warrior." Darkclaw smirked as he chuckled in amusement.

Twilight closed her eyes and dropped to her knees beside the helmet, picked it up, and hugged it tightly to her chest. She choked back a sob, letting tears dripped.

"Don't worry. He's not dead….. yet. He's back at Lord Bloodfang's castle and as we speak, my master has probably had him slaughtered into fresh beef by now." Darkclaw told her with a smirk on his face.

Twilight glared at him and screamed. "Where is Princess Cadance?! What have you done to my sister-in-law!?"

Darkclaw laughed manically. "She too will suffer the same fate. Right after my master drains all the life-force from your dear, Princess Celestia."

Twilight gasped. "Princess Celestia…" She stunned herself into shock as General Darkclaw closed in behind her.

Darkclaw moved his face close to her cheek. "Yes…. how does it feel. To lose everything….. does it hurt…. does it feel good…. or maybe both at the same time. It doesn't have to be this way. I could make it all end. Think about it, a fast and painless death could end it all very quickly."

Darkclaw then placed his sharp claw around Twilight's neck. "All you have to do is say the word. "Please…. kill me…" Just say it. And your wish is my command….. Just say the word…."

Twilight knew that it was hard to resist, all of her friends, family, and all the ponies she cared about are probably dead or dying. She sobbed horribly and wanted all of this to end. But something deep inside of her was telling her not give up, remembering what Makara said to her earlier, believe in herself and that what she will do. She looked back at the General right in the face and shouted. "NEVER!!!"

Darkclaw signed in frustration, but a little relieved. "Very well… then your suffering will only be prolong. A slow death it is. But frankly, I was going to kill you slow anyway." Darkclaw raised his wing claw and ready a final strike at the unicorn, Twilight closed her eyes and waited for her doom, but then six Nightwalkers came in and called out their General. "...SIR!"

Darkclaw grunted as he put his claw down. "What is it!? Can't you see I'm busy here!?"

The Nightwalker bowed to the impatient General. "We are terribly sorry, sir. But it's about the other ponies!"

Darkclaw's mood changed from frustration to a little joy. "Ah, yes. I'm expecting to hear good news from the others escapees…."

"… They got away." The Nightwalker Guard interrupted.

Darkclaw confused and angry. "… what?"

The Nightwalker Guard signed in shame. "They got away, sir. We lost them over by the woods."

Darkclaw growled and hissed. "How could they gotten away! They are just a bunch of little ponies! How could you let them escape!?"

"They were quite a handful." The Guard said as an excuse, leaving the General steaming mad from frustration.

"My friends are alive?!" Twilight filled with relieve.

Darkclaw shot her a look of hunger for killing. "Don't bother with them. It is nothing compared to what I'm going to do to you. But first however, I need all of you in the same room. So that way, all of your stupid pony friends can watch you die right before their eyes. I would love to see their fears and sadness as they watch. Wouldn't that be fun?"

Twilight responded with of small spit of blood at to the face of the General. Wiping the blood from his face, his eyes reopened, giving her a deadly stare with his eyes glow redder.

Darkclaw grabbed Twilight by the neck and brought her closer, face to face. "I will enjoy tearing you apart!" The General released her and shouted. "Guards!"

More Nightwalker Guards burst into the room, "Lock her up, we will kill her as soon as we find the rest of her pony friends." The Guards rushed off with Twilight between them, sending her to a place to lock her up in.

"What do we do now, sir?" The Nightwalker Guard waiting for orders.

"Gather all the troops! We're going on a hunt. We must find the rest of the ponies at once!" The angry General growled.

"All of them? But what about the prisoner?" The Guard confused.

Darkclaw scoffed in anger "Two Guards will be enough to handle her. Right now, let's just focus all of our attention on the other ponies. As long as they're still alive, we're in trouble."

The Guards bowed and followed Darkclaw as they jumped out the window, flew off and sour into the sky.

Out in the woods somewhere, Applejack, Rainbow Dash, Rarity, Pinkie Pie, and Fluttershy were at a safe distance observing the factory to find a way in.

"There are Nightwalkers everywhere." Applejack observed. "I'm sure they have Twilight somewhere in that building."

"I hope she's okay. She is being held captive with those things." Fluttershy shivered in fright.

"But how do we get through?" Rarity admitted. "It's impossible to get pass by those bats."

"What should we do?!" Fluttershy shocked.

"Don't panic will ya'll. Everythin' is going to be alright. We all have dealt with lots dangerous enemies once before. We won against Nightmare Moon, Discord, Queen Chrysalis, and King Sombra. I sure we can deal with these bats." Applejack said.

"Yeah, except these new enemies are the Legendary Nightwalkers! How are we supposed to fight against them and save Twilight at the same time?!" Rainbow Dash shouted.

"If we all stick together, we can make it through this. We always have." Applejack said.

"Well, we can't just sit here and do nothing. We can save Twilight before they decided to get rid of her." Rarity asked worriedly.

"Do you think we can save her just in time?" Fluttershy asked.

Rainbow Dash grinned a little distracted. "Sure we can… I'm just worried about what happens when we do…"

Fluttershy observed the factory. "Hey, looks like they're all leaving.".

The ponies looked back at the factory and noticed that every Nightwalker was leaving the area.

"Where are they going?" Rarity asked.

"They must be lookin' for us." Applejack recognized.

"We don't have much time… let's hurry up and get Twilight out of there." Rainbow Dash rushing herself.

Rainbow Dash started into a flying charge, but Applejack grabbed her tail in her teeth to stop her. "First, we need a plan. There may still be more Nightwalkers inside. We can't afford to get caught…"

Then, Pinkie Pie came in jumping up and down as she brought an old wooden barrel with a painted T.N.T. letters on it. "Hey girls! Looky, looky what I found?!"

Rainbow Dash groaned. "Pinkie Pie, we don't have time for this! We're trying to come up with a plan?!"

"But girls, look!" Pinkie Pie opened up the barrel and pulled out small black powder with her hoof. "I found berries! Lots of them! And look there's more over there." She pointed out to a distance of dozens of T.N.T barrels behind her.

Rainbow Dash signed in frustration, but Applejack had second thought. "Now hold up, Rainbow Dash. I think Pinkie Pie is on to somethin' here."

Everypony's eyes popped out in surprise. Still concerned, they looked at Applejack in confusing. "She is?"

"Let me take a look?" Applejack walked up to the barrel and studied the strange powder. She took a few sniffs and realized what it was. "This isn't berries! It's gun powder!"

"Gun powder?" Everypony confused.

"What's gun powder?" Rarity asked.

"Gun powder was an ancient substance that the wolves and bats used in their war. They used this stuff to fire their cannons and other explodin' weapons. This stuff hasn't been use since everypony started to use magic." Applejack answered.

"But what can those help?" Rainbow Dash said while scratching her head.

Applejack smiled as she just thought of something in her mind. "I got a plan!"

A few minutes later, everypony slowly approached the factory. They'd walked through the wasteland and finally reached the factory. They found that entrance wasn't guarded by any Nightwalkers. Inside, not a single bat could be seen roaming in the area or on the ground. No Nightwalkers are heard in every corner of the building, inside and outside making it very easy to break in.

But either way, they are not planning to go through the door at all, they couldn't take any chances. Instead, they managed to sneak in through a sewer duct in the moat, and were scouring the halls in the basement.

"Come on, let's hurry!" Applejack ordered.

They ran down a long hallway and finally reached a room of prison cells. They searched each and every one of them until they stopped on the last cell with a purple figure was curled next to the wall inside. Inside, they found Twilight at last.

"There she is!" Fluttershy gasped in relieve.

"Twilight, here we are!" The ponies cried out rushing to her side.

The unicorn looked up, and her face spread into a smile. "Applejack, Rarity, Pinkie Pie, Fluttershy, Rainbow Dash?" She cried, scrambling to her feet and running to the bars, tears filling her eyes.

"Don't worry, Twilight." Pinkie Pie soothed through the field. "We'll get you out."

"Girls?" Twilight really confused why they are here. "But why?! Why did you all come to save me?"

"Not now, Twilight. Let's just get you out of here." Rainbow Dash interrupted.

"You've got to get out of here too!" Twilight begged.

"Not without you!" Fluttershy said.

Pinkie Pie tried to open the cell, but realized it won't open. "Ugh, it's locked!"

"Stand back, Pinkie Pie!" Applejack walked over to the metal bars.

Everypony backed away as Applejack turned around with her both back hooves and kicked the steel cage hard. The hard bang caused the door to fall apart. All the screws and rusty metal broke down, causing the cage door to open.

Suddenly on the rooftop, that loud bang caused one of the two remaining Nightwalkers to hear a small noise coming somewhere inside the factory. It whipped around, its long ears moving from left to right, searching the source of the sound.

Through the red eyes of the Nightwalker, it spotted a movement in the shadows at the prison. Both Nightwalkers nodded their heads and quietly flew inside the factory.

Back inside, Twilight and the other ran through the halls as fast as possible.

"This is weird. Where are all the Nightwalkers?" Twilight asked suspiciously.

Suddenly, up above Twilight came down a Nightwalker, right in front of her face. It smashed on top of her. Twilight struggled as the bat's hideous jaws and wings are lunging at her.

Applejack reacted instinctively. She ran towards the distracted Nightwalker and slammed the creature with all her strength. With effort and force, the creature flipped off from the unicorn, crashed landed in front of them.

With the Nightwalker down and blocking their way, Twilight and everypony roared forward, smashing over the abomination. Its body was crushed repeatedly under the massive hooves. They continued running towards the front door.

As they made it outside, Rainbow Dash and Applejack stayed behind to close the two huge doors, pushing it hard. They got it almost closed. Suddenly two claws appeared at the edge of the closing door. Pinkie Pie and Fluttershy screamed as a Nightwalker Guard was slowly wrenching the door open from the inside.

"Help us! Get the door!" Rainbow Dash screamed, trying to stop the door from being opened.

The Nightwalker's head wedged through the opening, its hideous mouth opening. Then, Twilight went in to help them, she aimed her horn between its jaws and fired her magic. Boom! The creature was flung backward, blasting it away from the door. Applejack and Rainbow Dash finally had the opportunity to slide the door closed and shut it tight.

Lost in the darkness behind as they stumbled onto the causeway and away from the factory.

"Hurry! We're almost there!" Rarity yelled while running faster. The ponies ran through the woods, surprisingly not encountering a single Nightwalker.

"That's strange, Darkclaw should have realized that I've escape by now." Twilight figured.

"Don't get your hope up yet, Twilight. You can say it after we officially escape!" Rarity said.

"Where are we going?!" Twilight wondered.

"To that cave over there!" Fluttershy said pointed her face ahead at a nearby cave on the mountains.

"A cave?!" Twilight started to have mixed-feelings. "I don't think that's such a good place to escape?!"

"Just trust us on this!" Rarity said.

Twilight still would've disagreed, but her instants are telling her to trust her friends. She agreed and followed her friends' plan. They continued running, almost halfway to the cave.

Suddenly, two metal claws step in front of Twilight and the others. They halt as Darkclaw looming over them, grinning. "Going somewhere, Twilight...?"

Twilight and the other slowly backed away. But then, around Darkclaw and everypony, more Nightwalkers flew down from the air and joined the General on the sandy ground, surrounding everypony.

Darkclaw noticed all the ponies among Twilight. "Well, well...! Look who's here! The other ponies are finally here."

All the Nightwalkers surrounded Twilight and the others, blocking their exit.

"I must admit, I wouldn't have expected for you to attempt to rescue your friend this soon." Darkclaw said.

"You've been waiting for us?!" Twilight shocked.

Darkclaw laughed. "Did you really think you can outsmart me? I am General Darkclaw, the greatest General who ever lived and still is. Nothing could escape from me, especially to a bunch of stupid ponies."

"Is this all it has to be?! Destroying countless villages, killing millions of lives, ruling the world. Is that all you creatures care about?!" Twilight tried to reason with him.

"Yes, and it is glorious." Darkclaw smiled evilly.

Twilight signed. "Your kind was once part of the many tribes of the earth. Your life was also given by our creator. We are all children of this world. The eclipse care for us! If we all stand peace, give each other a chance... then maybe, it doesn't have to end like this." She lectured.

Darkclaw chuckled at Twilight, knowing that it's not working. "You still don't get it, do you? You see, before the war, before the Nightwalkers, even before Lord Bloodfang. We bats were once the greatest tribe on earth. We had everything we desired, a land of our own, spoils of fortunes, and greater strength than other. We could've been invincible; we could've been gods, rulers to all creatures on this world."

Darkclaw then frowned and growled. "Until when Celestia and Luna were chosen to become the princesses and took away everything we had, it devastated us. Knowing that our creator betrayed us and deserted us."

Twilight shocked what she just heard. "That is not the right way. What your feelings were nothing but greed, selfishness, and desire to take control of others. The eclipse didn't betray you all, you all betrayed the eclipse."

"It is our destiny!" Darkclaw laughed.

"To conquer others and slaughter all those who defy you? Is that your destiny?!" Twilight shouted.

"We had it all and lost it. But then, Lord Bloodfang gain control over us. He gave us power and liberated us, helped us take back what is rightfully ours. Giving us a chance for a new purpose in this world. Our creator never fulfilled us, so then on; the creator is now our enemy and all those who worship it. We will block its power away from Equestria and after two day are up….. Equestria will finally be ours! And then the WORLD!" Darkclaw shouted loud as all the Nightwalkers cheered and laughed to victory.

Twilight can only frown, failed to herself and her friends. "Then, there is no hope for all of you after all."

Darkclaw finished laughing and decide enough was enough. "Guards, Dispose of these ponies at once!" The General ordered.

Just as the Guards were about to kill them, Pinkie Pie smirked and let out a little giggle. Rainbow Dash elbowed her, telling her to be quiet.

Darkclaw frowned. "What are you laughing about? Happy that you are going to die and end your suffering?"

Applejack cut in. "It isn't over. In fact, we got you exactly where we wanted." She smiled as she spotted Rarity and screamed out. "LIGHT IT! NOW!"

As Rarity heard the signal, she aimed her horn as it glowed and fired directly at the sandy ground. Darkclaw was confused why the unicorn just fired below, then a sparkling flame was lightening up to a trail of gunpowder.

Fluttershy, Rainbow Dash, Pinkie Pie, and Rarity jumped out and ran, while Applejack grabbed Twilight and leaping out to catch up with the others.

"What's going on?" Twilight running and confused.

"JUST RUN! WHATEVER YOU DO, DON'T STOP!" Applejack screamed.

As for all the Nightwalkers, they didn't notice that all the ponies have escaped. They were too distracted watching the sparkling flare following a trail. Then it broke into twelve trails, going their separate ways. Leaving all the Nightwalkers confused where the trails are leading the sparkling flare. Darkclaw looked ahead and spotted at the end of the trails are leading to wooden barrels half buried in the sand. He looked closer and gasped when he read the T.N.T letters on the barrel.

Darkclaw gulped. "Oh no….."

Boom! Explosions everywhere. Many Nightwalkers flew through the air, on fire, and a cloud of flame rose up over the side of every area, completely engulfing all the Nightwalkers. Creating an even bigger flame ushering from the sandy ground, it would appear that everything in the area, Darkclaw included, has been incinerated.

Everypony were running off, accelerating towards cover. Across the area and the blasted empty space.

"Go go go! RUN!" Twilight and her friends raced away as all the barrels blew up one at a time behind them.

A few explosions erupted around the area of fleeing ponies. Many surviving Nightwalkers tried fired at them, but too distracted at the more distant and exploding barrels around them.

The break in the heavy fire caused Twilight to slow down, which allowed her friends to go way ahead of her.

"Twilight!" Rarity screamed to her.

"Twilight, no!" Fluttershy yelled.

All the barrels began to explode and crushed many Nightwalkers over the bricks and rubble from the area. Behind Twilight, there was nothing but black smoke and huge raging fire burning everywhere, until something was emerging from the wall of smoke. It was Darkclaw. He's still alive.

Halfway to her friends, Twilight got back up and started running. Darkclaw took a hug breath, taking aim at the purple unicorn and fired at her. "Die, pony!"

The blast wave from the explosions knocked Twilight off her hooves and slammed into the ground hard.

"Twilight!" Everypony screamed with horror.

Darkclaw chucked madly at the other ponies and about to do the same thing to them, but later caught the attention of the huge burning fire swarming around him. Burnt and injured from the attack, the Nightwalker General was forced to take to the air in order to save himself, along with two other surviving Nightwalkers.

With the all the remaining Nightwalkers retreated, everypony rushed towards the purple unicorn laying hopelessly on the ground and safely pulled her in the cave. They dropped to their knees with tears in their eyes, calling Twilight's name.

"Twilight, Twilight! NO! Please! Please wake up! Please!" Applejack knelt on the ground in horror as she noticed that Twilight wasn't moving.

Fluttershy holding the tears in her glassy eyes. "No… Please, don't be dead!"

They tried desperately to snap Twilight out of it and repeat the action several times. Each time the result was the same. It was the most difficult motion of all.

Tears streaming down their faces, everypony fell down on the ground around their fallen friend.

"Why!" Pinkie Pie screamed while sobbing hard on the ground.

Rarity cried uncontrollably. "Twilight! We're sorry! We're very, very, very, sorry! We didn't mean it! Why did you have to go…"

Pinkie Pie fell forward into the unmoving body. "We love you and you can't leave us!"

"You're our best friend! You can't leave us alone!" Applejack screamed as she rested her head on Twilight's chest.

Pinkie Pie shouted as two waterfalls of tears gushed from her eyes. "Please… please come back to us!"

Rainbow Dash clenched her teeth with anger, trying to hold her emotions inside, but the loss of one of her best friend was too much to bear. "TWILIGHT! TWILIGHT! THIS IS MY ENTIRE FAULT! I'M SO SORRY! VERY SORRY! I DIDN'T MEAN IT! I DIDN'T MEAN IT WHEN I SAID THOSE HORRIBLE THINGS. I WAS WRONG. YOU'RE THE BEST FRIEND A PONY CAN EVER ASK FOR! I'M SORRY!" Rainbow Dash finally burst it out.

"Twilight!" Everypony cuddled up the motionless body of the purple unicorn as they continued to weep, until….

"….You girls, really mean it?" Twilight's voice slowly spoke out.

Everypony's opened their eyes, stunned that they heard Twilight's voice. "T-Twilight?!"

Twilight's head slowly moved and stared back at her friends, smiling. Everypony are knocked over with surprise and happiness. They jumped on her, nearly tackling her back to the ground with a great big hug.

"Twilight, you're alive!" Applejack screamed with joy.

"We thought we lost you!" Rarity sobbing in tears.

"We're so glad that you're alive!" Fluttershy weeping.

"We don't want to lose you again!" Pinkie Pie giggling with heart.

"Please don't ever leave us again!" Rainbow Dash hugging Twilight with tears.

They hugged Twilight so tightly, she can't breathe. Shocked, but ultimately relieved, they embraced her while still crying.

"Wait…. does that mean…. You girls…" Twilight realized.

"We forgive you!" Everypony said happily.

Twilight's face gave a way to a grateful smile as the other five made a group hug around her. Twilight smiled peacefully. She was no longer ashamed of herself and finally happy with the knowledge that she has all of her friends back again. Twilight has been forgiven, friends again forever.

Back at Canterlot, an hour later at Bloodfang's Dark Castle, the injured General and the two Nightwalkers walked through the throne room doors and approached Bloodfang who was sitting down on his skeleton throne with the unconscious wearer, Princess Celestia chained down next to him. The Princess was weak, pale, and her skin colored in grey. Her whole powers and blood were almost completely drained from her body. The Nightwalkers kneel down before him with disappointment and nervous expressions on their faces.

"Where are the ponies?" Bloodfang demanded.

Darkclaw spoke nervously; trying to speak his words correctly. "We…. umm… we have traced the ponies' whereabouts and found them at Mortarn… We've managed to find them and confront them, but….."

"Did they escape?" Bloodfang said while growling mad.

Darkclaw started to sweat in fear. "…Unfortunately yes, my lord, those six ponies have managed to slip out from our grasps once again."

Bloodfang noticed that there are only two Nightwalkers behind Darkclaw. "Where are the others? You took a full army with you. What happened to them?"

Darkclaw shivered. "That pony, Twilight Sparkle got the best of us. We underestimated her and her friends. They're all dead, my lord."

"Is that all?" Bloodfang hissed in more anger.

Darkclaw was now breathing hard. "I'm afraid there's more, my lord. The reason why they're traveling through Mortarn is because… they are….. heading….. to… to….

"What?!" Bloodfang yelled impatient.

"…Imperiacus, my lord." One of the Nightwalkers finally spoke out for Darkclaw.

Bloodfang leap out from his throne. "IMPERIACUS? IMPERIACUS! THEY'RE GOING TO IMPERIACUS! THEY ARE GOING TO TELL THE GUARDIANS! AND YOU LET THEM ESCAPE!" Bloodfang roared.

Darkclaw signed in acceptance. "….Yes"

SLAM! Darkclaw was knocked aside and slammed hard into the rim of the wall. All the Nightwalker Guards backed away as they watch the General ache in pain.

"YOU PATHETIC FOOL, YOU HAVE RUINED EVERYTHING!" Bloodfang lunged at him, grabbed him, and throw him back again.

Darkclaw shook it off, trying to get back on his feet. "….My ….lord, give…. me… another chance!"

Bloodfang kicked him so hard; he crashed into the wall again. "SILENCE, WORM!"

"We… we… can still kill them….. I only came back because I need more troops….. they're still on Mortarn. They will never make it in time!" Darkclaw struggling in pain as he begged for mercy.

Bloodfang grabbed Darkclaw by the neck. "I will not rely on failures. If Twilight and her pony friends get to them, everything will be ruined. I will not repeat my defeat. I will not be beaten by him again." Bloodfang released Darkclaw and threw him back to the ground.

"Please, my lord.... Give me another chance." Darkclaw coughing.

"No, I will no longer take any more chances. The wolves must not know of our presence. There's only two days left and Equestria is almost mine; I cannot allow them to take it away from me again." Bloodfang yelled with nervousness and anger.

"I will guarantee you that I will get them this time." Darkclaw begged as he stood up.

Bloodfang hissed. "No, I cannot trust you on something important as this task, unless they are stopped, this could be the end of everything I worked so hard to accomplish…. I SHALL DEAL WITH THE PONIES MYSELF."

With his eyes burning red, he wrapped his huge demon-like wings around himself and evaporated into a purple mist. The mist flew out for the open front door, snaking through the panicked Nightwalkers and the dazed Guards. Darkclaw can't do nothing but signed in big relieve.

As for Princess Celestia, she has begun to come around and whispered weakly to herself. "Twilight… please….. hurry …. he's coming… for you."

Author's Note

Stay tune for the next chapter. Don't forget to review. If you wish to see the picture for the Guardian Wolves and the Nightwalkers, go to Deviantart with commander369.

The Wrath of Lord Bloodfang

A few hours later, everypony are now moving on schedule as they could not believe how they manage to escape from those dreaded Nightwalkers earlier.

"Have you seen the look on Darkclaw's face when we lighted up those barrels?" Applejack chuckled.

"He was like a little baby crying for his rattle and he calls himself a General!" Rarity answered as she giggled.

Rainbow Dash signed in big relieve. "I'm just glad that we make out alive! I can't believe we actually escaped from those Nightwalkers. I thought we were nearly goners."

Fluttershy smiled happily as walked next to Twilight. "I'm just so happy that we're all friends again. I'm finally glad that we are not fighting anymore."

Twilight smiled. "It sure is, Fluttershy. I'm also glad that I've finally got all my guilt out of my chest. Believe me; it hurt me more than I've hurt you girls. I'm still so sorry that I've kept it a secret for so long."

"Don't worry about it anymore, Twilight. It's all in the past now." Applejack said.

"Yeah, we got off on a bad start, but now it's time for new beginnings." Rainbow Dash smiled.

"Thanks, girls. Thank you for giving me a second chance. It means a lot to me." Twilight blushed.

"Hey, what are friends for?" Pinkie pie said as she patted Twilight in the head.

"Best friends forever." Twilight smiled and giggled.

After everypony agreed that everything was alright, they set off once again. They happily continued on their journey. The walk was not as long as they had estimated. They'd barely been walking for fifteen minutes when the fortress loomed up in front of them.

"What is this place?" Fluttershy asked, looking up at the black castle. "It looks like a kingdom."

Rarity gazed around the area. "Look there!" She called, pointing. "Those rocks…"

They glanced at each other and nodded, then headed for the range of black rocks that stood out in the distance.

The ponies climbed up on top of the rock bluff, before them was a huge black castle nearby below.

There are all sorts of charred bones and skeletons strewn around it, some of them ponies, some of them are mysterious unknown creatures.

Applejack looked at all the bones and started to get really nervous. "I got a bad feelin' about this."

Twilight kept walking around the area, examining it more closely. "Come on, we should keep on going."

Twilight and the others turned and stared out in horror and wondered at the mysterious wasteland before them. The whole place was a massive flattened ring of death, slowly breaking apart. The land surfaces was cracked and broke apart as far as the eye can see. The ruins of an old kingdom lied in the distance.

"What is this place? Where are we anyway?" Rarity asked, feeling very nervous.

That question was answered when Twilight spotted an old torn-up Nightwalker Flag on top of a palace. "I think we must be in Bloodfang's old castle."

Fluttershy panicked. "Actually, it's not! We could turn right around, find another path where there's no scary stuff lying around! Can we please do that?!"

Everypony ignored her and continued heading off. Twilight looked around, anxious.

The group trudged behind Twilight across the dark wasteland, shielding themselves from the howling wind and cold. Rainbow Dash looked around them, anxious and saw Rarity, Pinkie Pie, Applejack, and Fluttershy shivered in fear.

Rainbow Dash turned back to Twilight. "Ummm… I agree with Fluttershy. Perhaps we should turn back."

"Why?" Twilight confused.

Rainbow Dash whispered. "Because, she's right. This place gives me the creeps. Maybe we should just turn back and find another way through."

"I like that idea better." Applejack nodded uncontrollably.

"We agree also to that plan." Rarity added.

"I know. I don't like it here either. But, we really don't have the time. It's almost sundown. We have to get to the ocean before it gets dark. All of Equestria are counting on us. All of our friends and families depend on us." Twilight headed on. Reluctantly, the others follow as they stand closer together.

They reached the edge of the city, its ancient structures of jade and crumbling, ravaged by war long ago. A temple lied before them, across a central plaza.

Twilight lead the others onward towards the plaza. Everypony followed with nervous looks on their faces. They don't notice as a shadowy figure moved in the shadows of the structures nearby.

"What was that?!" Pinkie Pie shivered.

"Stay close…. We're not alone." Twilight warned.

Twilight and the others reached the plaza. They sensed that there was something lurking in the shadows and darkness surrounding them on all sides. A menacing evil dark-tone voice called out to them. "I must admit…. I am very impressed that you made it this far, Twilight Sparkle."

"Who's there!" Twilight shouted in shock.

Everypony turned towards the source in a balcony of the temple, where a dark figure sat, veiled in shadow, on top of the huge castle. It was Bloodfang. The Dark Lord has revealed himself to them.

The Dark Lord stepped out of the shadows. "I am Lord Bloodfang, Emperor of the Nightwalker Empire."

Twilight's heart began to accelerate in fear. "You're… you're?"

Bloodfang hissed. "I can see what your goal is here. You're trying to get pass through my old kingdom to make it your way out of the island, aren't you? Attending to seek out my mortal enemies and sent them here to defeat me once again… A good plan, but unfortunately, I will not allow that to happen. Not this time."

Everypony exchanged a puzzled look, disturbed by the Dark Lord's words.

"You have really proven yourself that you are not just regular ponies after all. You have really accomplished something that no creatures have ever done and still managed to survive it. You've escaped from my armies, trying to seek the wolves, made a fool out of my top General. This is the first time that anypony has been so stupid enough to embarrass me. You have done an outstanding job for trying shattering my plans of taking over Equestria once and for all.

Bloodfang jumped off the roof, stretched out his massive wings and flew above them. "Now, your journey has ended and I hope that you're ready to pay the price…. For defying me." Bloodfang growled viciously as his eyes began to glow red.

Everypony began to shiver in fear, knowing that they are no match against the most dangerous creature who ever lived. But Twilight was the only one who remained calmed and planned to fight back. "Don't be afraid, girls! If we stick together and believe in our friendship, we might be able to stop him!"

Bloodfang chuckled madly. "Friendship? Of all the things you can use to against me…. Your friendship is your only weapon! Pathetic! Even in this era, you ponies still believe in those stupid words."

"Because friendship is the greatness in the world, there's no doubt it's worth fighting for! You can pull whatever tricks up your sleeves but you can never break up our friendship! We will always believe in it. If our friendship, love, and family helped us prevail over our other enemies, it will surely work against you." Twilight shouted with hope and courage.

"It seemed that all of you ponies have forgotten how powerful and terrifying I really am. Compare myself to all of your previous enemies, they are nothing but a bunch of pushovers. I'll show you!" Bloodfang swept his huge wings, spraying out a cloud of smoke that enveloped to the ground beneath him; when it dissipated, the cloud absorbed into the ground. Back to Bloodfang, still floating above the castle. He smiled evilly as the laughter died away and he faded from view.

Everypony are confused. They were wonder what was the point of all that. Then, the ground began to shake and red lights are glowing through the cracks. When it stopped, nothing happened. But however they're ready for anything.

Suddenly, a skeletal hoof emerged through the ground and latched onto Fluttershy's leg.

Fluttershy screamed as she shook the skeleton hoof off her leg. Everypony quickly backed away. An explosion of sand and dirt blasted in the air as a skeleton pony leaped into life, a hideous shambling skeleton screaming with unearthly rage.

"Oh, Celestia!" Everypony are frozen to the spot. They can't believe their eyes.

Everypony fall back, scrambling away as the skeleton pony turned and growled hideously at them.

The skeleton pony hurtled out from the grave and started biting and snapping at them.

Rainbow Dash flew straight at the skeleton pony who jumped at her. She dodged a few swings of the hooves and caught it with a kick with her back hooves that knocked it away over the kingdom. Then, a huge skeleton beast sneaked from behind and slammed its jaws shut around her.

"Rainbow Dash!" Everypony gasped.

They have no time to react; more skeleton hooves popped out from the ground and grabbed them by their hooves. These are quickly knocked away, and Rainbow Dash smashed her way out through the skeleton beast's teeth.

All six stand in battle formation, now seeing that they are facing an army of skeleton ponies. The girls' eyes darted to one side, where several of the enemies advancing. Looking the other way, they saw another group starting to close in. As the ponies watched, the skeleton ponies moved even closer, completely surrounding them. Knowing how badly outnumbered they are.

Now all six battled against the army of rising skeleton ponies. All six leaped in to face off against the living dead army, leading to a massive battle, started on a collision course.

Twilight and Rarity backed up into each other and stand up on their hind legs, ready to throw down. They light up their horns and shot beams that plowed many skeleton ponies away and shooting every one of them within reach. Rainbow Dash grabbed one of them and swing it to hit others. Applejack grabbed a vine rope and did a twirling lasso and flicked it ahead around the zombie's neck, she pulled mightily that the skull head popped off. The severed head lied helpless on the ground next to Pinkie Pie. She giggled for a moment before kicking it away to knock down several skeleton ponies in a strike. Fluttershy was running and screaming as the skeleton pony chased after her, in her path a second skeleton pony was heading towards her. She stopped between them and ran the other way, causing the two skeleton ponies to slam together to pieces.

"They just keep comin'!" Applejack yelled.

"There's too many of them!" Fluttershy shrieked.

"We can't keep this up!" Rarity worried.

"Where should we go?!" Pinkie Pie shouted.

Twilight jumped up and fired her horn, knocking them all away. "We need a way out. Come on!" Knowing that they cannot win. They retreated and head for safety.

Twilight, Applejack, Pinkie Pie, Fluttershy, and Rarity ran as fast as they could. They ran to the only place they can find shelter, inside the castle. It may not be a safest place to be in, but it was better than staying outside with those skeleton ponies.

When they arrived, Twilight realized that somepony was missing. "Wait, where's Rainbow Dash?!"

Everypony looked back and realized that Rainbow Dash was still at the battle field, fighting off all the army of zombies by herself.

"RAINBOW DASH, COME ON!" Twilight shouted at the top of her lungs.

Rainbow Dash heard and tried to catch up to them, but one of the other skeleton ponies threw a piece of bone and hit the pegasus in the back of the head. As Twilight and the others gasped as they saw their friend tumbled down and landed in the middle of the excitedly chattering mob of skeleton ponies.

"Rainbow Dash!" Everypony shouted.

Rainbow Dash screamed and knocked one of the zombies away as they moved in on her. "GO! RUN! SAVE YOURSELVES!" She was swiftly tackled to the ground and several skeleton ponies sneered down at her.

"RAINBOW DASH!" Twilight screamed in tears.

"COME ON!" Applejack yanked Twilight to run away.

Twilight and her remaining friends run the other way while the zombies swarm over the fallen pegasus.

They faced the giant door and tried to push it open, but they were too heavy. Twilight turned back and saw that all the skeleton ponies are running towards them. Rarity and Fluttershy turned and scream. The skeleton ponies howled as Twilight used her magic horn and aimed at them. She started shooting them all. She hit them square in the chest, head, and legs, but they still kept coming.

"HURRY!" Twilight shouted.

Using teamwork, everypony used all their strength to push opened the door. They all rushed inside and attempted to slam the door shut. One of the skeleton ponies arrived at the door, moaning like a shrieking predator. It threw itself violently into the door before they can close it.

"HURRY! SHUT THE DOOR!" Rarity holding the door.

Applejack managed to kick the skeleton ponies backwards and gave everypony just enough time to get the door closed and locked it. Twilight and everypony signed in huge relieve while all the skeleton ponies outside continued to throw and bang themselves against the door.

"Everypony, okay?!" Applejack said while breathing hard.

Twilight and the others nodded, unhappily. They were safe, but for a terrible price they lost one of their own. They have just lost Rainbow Dash. Twilight cried madly while the other moaned in sadness.

Suddenly, they heard a slight chuckle from behind. They turned around and Bloodfang appeared in front of them and laughed. "One down. Five to go."

Twilight growled as tears are rain dropping on eyes. "YOU EVIL MURDEROUS BEAST! YOU KILLED HER! YOU'VE KILLED RAINBOW DASH!"

Bloodfang snickered. "Do you see how powerful I am? Do you see how terrifying that I can be? I told you, Twilight Sparkle. Your foolish friendship is no match for the powers of death. No ponies has ever stand up against me and lived.

"YOU MONSTER!" Twilight was now filled with anger. She tried to charge and attack Bloodfang, but her friends hold her back and stopped her.

"Twilight, don't!" Applejack said while grabbing Twilight by the tail.

"Please stop!" Fluttershy whispered while she was holding her hooves.

"He'll kill you!" Rarity said while she wrapped her hooves around Twilight's neck.

Bloodfang laughed at the helpless pony, but admiring her courage. "I who rule the night, I who command armies, tortured, and slaughtered millions of innocent creatures! Thousands of years before any of you were born. And yet, you still doubt me!"

Twilight stood up, furious. "PRINCE ECLIPSO SHOULD HAVE DESTROYED YOU! AN IMPRISONMENT WAS FAR TOO MERCIFUL FOR A MONSTER LIKE YOU!"

"Poor pony, are you really going to miss her that much." Bloodfang laughed and stared menacing at them. "But don't worry, you'll see her again…"

Twilight and the others stand together, waiting for Bloodfang to strike his next move.

"….in the Underworld!" A broad swath of red vapor emerged from Bloodfang's body.

"What the..?!" Applejack shouted.

Then, the Dark Lord's body completely evaporated into an enormous blood-colored fog. The mist descended toward Twilight and the others and spread across the room.

The group reacted as the red mist circled around them, and then all the walls started changing into fierily liquid. Everypony moved to the center of the room.

"Whatever happens, stay together!" Applejack shouted.

The mist continued to billow through the air, spraying through the wall again and again, from in front, from behind, from the side, from the floor, from everywhere.

The entire room was filled with a vicious blizzard of whirling red mist.

STICK TOGETHER! DON'T GET SEPARATED!" Twilight said while shielding her eyes as the fog completely engulfed them.

Screaming, panicking spun all around in the foggy blizzard. Lost into darkness.

Bloodfang's laughter grew more manic and high-pitched as everything went completely black. Everything around the area faded out to leave it in a solitary pool of red light.

Applejack was wandering alone in the dark. "Twilight?! Pinkie Pie?! Where are all of y'all?!"

Suddenly a voice called out in a harsh whisper. "I feel sadness upon you, earth pony."

"What?" Applejack surprised.

"How selfish are you that you have to abandon your entire family to save yourself? What kind of an Apple Family are you." The voice hissed. "So sad, isn't it. Soon it'll lead to their destruction.

"Show yourself, Bloodfang! You can't scare me!" Applejack shouted.

"Scare you? Oh, my dear earth pony… I am not here to scare you. I'm here to show you the truth." The dark tone voice continued.

Suddenly, the scenery changed. Applejack have stunned look on her face when she noticed where she's at. The scenery finally cleared up and made the appearance of a farmhouse. It was Sweet Apple Acres, Applejack's home. But there was something different about acres. The entire area was a ruin of a burned-out village. The farm house had been burnt to the ground and all the apple trees are dead.

Applejack walked through the farm gate and looked around at the few planks that remain from the barn.

Applejack panicked and searched the area for her family. "Apple Bloom?! Big Macintosh?! Granny Smith?! Anypony?! It's me, Applejack! I've came back home! Where are all of y'all?!"

Applejack continued walking around the burned-out farm. Nervous and panicking while she searched though the field. Then she gasped in horror as she found a torn-up Prince Eclipso Doll on the ground, the doll that Apple Bloom was holding back then and looked up sorrowfully. She picked it up and hugged it while she sobbed. "Apple Bloom…. no….. I'm too late… They're gone!"

Then, she heard Bloodfang's effeminate voice laughing triumphantly. Behind her, red mist began to swirl around the wreckage. Applejack sweating as she heard the laughter getting louder. "Poor, sweet Applejack. So sad to see that all of your family had died without pity. Knowing that they think you abandoned them, alone and deserted." The mist swirled at her feet as he continued. "The feelings must be so painful…."

"You did this! You killed my entire family!" Applejack snapped as tears began coming out of her eyes.

As Bloodfang spoke again, the mist gathered behind Applejack and became a huge red flame from which he emerged and floated up. "True. But it was you who left them here to die. I cannot be held accountable."

Applejack looked around and saw that Bloodfang was standing in front of her, watching her with a grin on his face.

"Now, you're all alone!" Bloodfang advanced on the terrified earth pony.

Bloodfang leaned down to address Applejack, his voice taking on a new tone of sheer evil. "The pain and suffering is yours for the taking. It's your fault for leaving them!" Bloodfang then pointed to all the graves below. "Just ask your family yourself."

The ground started to shake until all the undead Apple Family hatched out from the ground. Three of them were Apple Bloom, Big Macintosh, and Granny Smith.

"Applejack, why? I thought you loved us?" Zombie Apple Bloom weeping as her left eye popped out of her sockets.

"Why did you leave us?! Why did you leave us here you die?" Zombie Granny Smith pointed skeleton hoof coldly at her.

"Ee-yup." Zombie Macintosh said as his lower jaw broke off.

Applejack dropped down, voice breaking and shaking. "NO! This isn't real…. it all in my head… it's not real…..."

"Applejack." A voice called to her,

Applejack turned to the source of the voice and was shocked and terrified at the two zombies standing in front of her. "MA? PA?"

"What have you done?! Why did you leave them?!" Female zombie pony said.

"We trusted you! You killed our family!" Male zombie pony said.

"No… no…" Applejack shaking in horror.

All the deceased Apple Family pointed their skeleton hooves at her. "Why'd you leave us, Applejack? Why? We should've died as a family?"

Applejack was surrounded by the zombie ponies, pointing at her while chanting "You killed us!" over and over again.

Bloodfang laughed maniacally as the chanting continued.

"No… No!… NOOOOOO! WHYYYYY?" Applejack sobbing as she broke down, now falling right into Bloodfang's wrath.

"HAHAHAHAHAHAHAHAHAHA..."

Fluttershy was walking alone in the middle of the dark, gasping in fear. "Twilight? Applejack? Where are you?!"

She shouted out loudly, but there was no answer. Everywhere was completely deserted. Not a single life around her. "Oh, no. I'm all alone." Fluttershy whispered softly. She was so scared she slammed herself on the ground with her hooves over her head and shivering like crazy.

After several seconds of unbearable tension, her self-control completely shattered and she burst into tears.

Suddenly, just like it happened to Applejack, the scenery began to change around her. The scenery finally cleared up and made the appearance of a peaceful garden, where there's trees, lakes, and cute little flowers everywhere.

A squirrel jumped down into view and across a few lily pads. It hopped over through the grass and along the edge. The squirrel moved in closer to the whimpering pegasus lying on the grass. She was face down in the grass, with the critter ranged around her.

It poked its nose at Fluttershy's leg, she brought her head up, exposing a face streaked with tears and spotted with loose blades of grass. The squirrel brought a flower from its bulging cheeks and offered it to her. Fluttershy sniffled and smiled.

Fluttershy addressed it in a voice that started off sounding a bit tremulous, but soon regained its usual happy tone."Oh, hi! Is that for me?" Fluttershy smiled at the little cute squirrel. "Why, thank you."

She accepted the flower and giggled; the squirrel hopped away. "Hey! Where you going? Come back!"

It hopped behind a bush. A rustle from another direction draw her attention and she looked toward it and smiled. Now, a group little animal are seen, welcoming the pegasus with a happy smile. Fluttershy giggled, thinking that a place this happy and wonderful can't be dangerous.

Fluttershy felt a gentle poke on her leg and noticed a small cute rabbit behind her. She approached it. "Why, hello. Why aren't you just the little cutest rabbit in the whole wide world?"

The little rabbit stand there mute, as one would expect an ordinary cute animal to do; its smile was perhaps a bit wider than before. What it does next definitely fell outside the range of normal cute rabbit behavior, though. Then, the rabbit's eyes began to glow red, the smile stretched to reach from ear to ear, the lips parting to reveal a grin of pointed sharp teeth with two fangs, the ears grew to points like bat ears, the arms turned into bat wings, the entire fur-skin covering tear through as the transformation of a rabbit-bat was completed.

Fluttershy watched as her hooves covered her mouth to muffle the cry of surprise, as low, wicked laughter echoed through the area. Every animal and critters around her have taken on their own sinister smiles and began transforming into bat-like creatures as well.

Now the groups of bat critters swarm over Fluttershy, each with a face that looked something like Bloodfang.

They all gathered around her and attacked her by piling over her. Fluttershy managed to emerge on top, but her body was still sinking in on the mountain of evil critters. She screamed for help, but the only response for her cry was an evil laughter coming next to her. It was Bloodfang.

He smiled as he stepped forward and stand over Fluttershy. "They look cute on the outside. But inside, they're all just animals."

Fluttershy was sunken halfway into the pile of critters, preventing escape. Bloodfang raised his claw as if to attack Fluttershy and shoved her down deeper into the pile. "AHHHHHHHHHH… TWILIGHT! RARITY! APPLEJACK! HELP MEEEEEE!..."

"Now, the creatures that you love so passionate will be your demise." He watched as the pegasus struggled and laughed when her screaming was sinking below.

Moving to Rarity, she was in the same position that Applejack and Fluttershy started. She was walking along a dark tunnel with no entrance or exit.

Rarity calling out. "Hello? Girls, where are you?"

She walked along a passage as she traveled farther in the dark. A sound was heard somewhere in the darkness ahead.

"What's that?! Who's there?!" She paused and then nothing. Suddenly, there's a sound of screeching metal and a strange giant object came slowly out of the darkness at her. In the fog of blackness, the moving object happened to be a giant mirror.

"What the..?" She hesitated and stayed in the dark for a moment, concerned. She slowly walked towards it and took a closer look. There on the mirror, she saw her own reflection, normal and unchanged. Then, she heard more of them coming in, completely surrounding her, creating a maze of mirrors like a carnival ride.

When she turned around away from the mirror she was staring at, her reflection still remained motionless in the mirror, staring blankly at each of her movements.

Worried and frightened, Rarity slowly kept on walking, passing through the walls of every mirror. Seeing her reflections every time she walked across. Unaware to her, all the her reflections didn't follow her every move; they all remained in the mirrors and started moving on their own, every reflections are watching and staring at the real Rarity with a sinister smile.

Rarity started to feel very uncomfortable, she had a feeling that she was being watched. But she kept going, desperately searching the other as soon as possible. After passing through every mirror, only one had caught her attention when she heard a strange voice calling to her. "Rarity."

"Who said that?" Rarity walked closer to the mirror, seeing only her own reflection.

Her reflection seemed normal, until it began to smile and started to speak directly to her. "It's me."

Rarity gasped in shock when she saw her own reflection talking to her. What was happening? Was she dreaming or hallucinating?

The other Rarity giggled. "Don't be scared of me. I am you!"

"Me?" Rarity staring in confusion.

The other Rarity nodded. "Yes, I am you. I am your real self. Can I tell you something? Why am I doing here in a dark place? Why am I here when I should be home being fabulous and should be wearing nice things."

Rarity lost in words. "…Because."

"Look at me." The other Rarity was wearing a beautiful white dress. Showing it off to Rarity, causing her mind to lose in a trance. "Isn't it beautiful? Let us stop this nonsense and finally live out our dreams."

"Dream?" Rarity confused.

"Our dream is to be the best fashion designer in all of Equestria, right?" The other Rarity asked.

"…yes." Rarity nodded.

"Let us quit this pointless adventure and stop getting out lovely hooves dirty." The other Rarity begged.

Rarity surprised. "Quit? But what about my friends."

"You don't really think of them as your friends, do you? We're way more glamorous than those peasants. Ditch them and let us finally become famous designers and achieve our wonderful future….. together." The other Rarity said smiling in a cold glare.

That last sentence snapped Rarity out. "You aren't me at all!" I may sometimes be careless and spoiled, but I am not that cold to my friends!

The other Rarity realized she's been blown, so she smiled evilly and transformed as an old ugly wrinkly unicorn, covered with scars and wearing dirty old rag clothing. Rarity gasped in disgust and backed away from that mirror as the reflection started to laugh.

"What's wrong? Afraid that you're ugly?! This is how you really look! See for yourself!" The other Rarity laughed.

Rarity looked at her hooves and noticed that they are all wrinkled. She finally realized it was real, not a hallucination. Her face and body are now exactly what she saw in the mirror. She was now an old ugly wrinkly unicorn. Screaming and crying in tears of her appearance. "NO! NO! NOOOOOOOOOOOOO!"

Then two arms shot out from the surface of the mirror and grabbed her by the shoulders. The arms are a horrid hybrid of Bloodfang's arms. She screamed as she was lifted off the ground.

Suddenly, there's activity in the mirror. Rarity's reflection transformed into its true form… Bloodfang.

"Don't worry, my sweet Rarity. As long as you're with me… you'll be beautiful…. forever!" He rammed her into the mirror with hideously brutal force; causing an explosion of shattered glass. Finally, there was nothing left. All that remained was a shattered mirror with broken pieces of glass on the floor. There was no sign of Rarity anywhere. She vanished.

The next pony who was walking alone in the dark was Pinkie Pie. She found herself in a twisting hallway in the dark area and thought she just heard the sound of Rarity screaming.

"Rarity? Is that you?" Pinkie Pie calling out.

Pinkie Pie hurried up a passageway and ran to search for Rarity who she believed that she's in trouble. She ran in an endless track, until she saw a little light up ahead. "Don't worry, Rarity! Pinkie Pie is coming to save the day!"

She headed towards the light and ran fast to get closer. She suddenly stopped when she realized that the light was not a way out. But a flare of a burning candle. A birthday candle.

Pinkie Pie was confused. Why was there a birthday candle lighting up in the middle of nowhere? Suddenly the scenery changed like it did to the others. The scenery finally cleared up and made the appearance of a room full of balloons, treats, and board games. It was a party room.

She walked in closer to get a better look. She walked in closer and finally saw what's underneath the candle. It was a cake, but there was something different about it.

It's an oversized, nightmarish version of a birthday cake covered with bones, black frosting, and worms poking out of it. Pinkie Pie loved cake, but this was no cake. For the first time ever, this was one treat that she was not interested in. In fact, it was the only treat that it was scaring her to death.

She slowly backed away until she heard a sound of a party horn blowing behind her. Pinkie Pie whirled around and saw Bloodfang, wearing a party hat and leaning against the wall.

"Looks very tasty, don't you think? Well, what are you waiting for? Please, have a slice." Bloodfang offered.

Pinkie Pie gulped and laughed nervously. "Ummm… I'm not really that hunger."

Bloodfang moaned, pretending to be heartbroken. "Awww, But I've baked it especially for you."

"No thanks, I'm still kind of full from breakfast." Pinkie Pie slowly backed away in fear.

Bloodfang chuckled. "Suit yourself. But since you're not going to eat the cake, the cake is going to eat you…..."

Then, the cake began to bounding up. Crackling and gurgling sounds coming from inside the frosting. The cake lifted itself up as spider-like legs popped through the sides. The front of the cake split in half and spread. The eyes popped out from the icing and a hideous distorted mouth with sharp teeth.

She gasped as turned and looked on with horror. The cake monster let out a roar and clawed at Pinkie Pie, knocking her over and hit hard on the ground.

She attempted to get up and tried to get an opportunity to escape, but the cake monster tongue spiraled from it mouth, caught, wrapped itself around Pinkie Pie, and reeling her in like a frog to a fly.

"NO, NO, NO, NO, NO…" Pinkie Pie screaming at the top of her lungs.

Bloodfang blew his party horn again and grimed as he watched Pinkie Pie helplessly getting eaten. "Looks like you're not the only one with a sweet tooth!"

The cake monster has Pinkie Pie now, pulling her up to its face, opening it mouth wider and wider, unhinging it jaw like some horrendous snake.

Pinkie Pie was giving way to a scream, as she was being pulled toward the cake monster whose mouth gaped open, ready to swallow her. She also flapped her hooves furiously.

Pinkie Pie locked firmly in its jaws. The frosting skin stretching grotesquely as it began to swallow Pinkie Pie from the legs up. The cake straightened up to its full height and allowed the pink pony to slide down the cake's throat, bending it sideways as Pinkie Pie kicked and screamed her way down into its stomach.

The cake monster turned to its master and stretched to its full height and let loose a hideous screaming howl of triumph.

Bloodfang looked on and applauded. "Five down. One to go!" He blew his party horn again and laughed.

He began to fly around the room, his eyes glowing. He now flew in a tight circle, creating a small whirlwind in the room and disappeared.

Author's Note

What will become of Twilight Sparkle? Is this is the end for Twilight and her friends? Will Bloodfang ever be stopped? Tune in next chapter. Don't forget to review. If you wish to see the picture for the Guardian Wolves and the Nightwalkers, go to Deviantart with commander369.

The Dark Lord Strikes

Twilight's eyes opened as if she has awoken from a long slumber. She was lost and confused of where her friends are or where she was. She walked a little farther ahead and noticed that she stumbled upon a room. This room appeared to be Princess Celestia's throne room. It was the same room with no changes or no damages were made. It was really her palace. She was back on Canterlot Castle.

In the middle of the room was a small low table. On this table was a body-like with a heavy blanket that was covering it.

Twilight slowly and nervously walked towards the table. Twilight assumed it issued from the figure hidden beneath the blanket and walked nearer, lifting her hoof in readiness to remove the blanket. "Hello?"

There was no response. Twilight arrived at the table and pulled the blanket back. When she took a small peek, she leaped backwards, her hoof at her mouth stifling a scream.

Lying on the table was a burnt-skeleton body of…. Bloodfang. Yes, Bloodfang's bone. It would have seemed that the Dark Lord was dead and his remains are collected on the table like a souvenir.

"What is this?! What's going on?" Twilight whispered in shock.

Twilight hurriedly and threw the blanket back over it. A voice issued into the room. "It is your victory, Twilight Sparkle." It sounded very familiar and only Twilight knew that voice.

The sun began to rise over the hills beyond the window; from it, a blaze of light separated and floated slowly through the glass. It settled to the floor in front of the group and disappeared with one last flare. In its place stand a tall, white winged Alicorn. It was Princess Celestia.

"Princess Celestia?!" She rushed over to her, where the two nuzzled each other affectionately.

The Princess smiled as she spoke softly. "Twilight Sparkle, my faithful student. I knew you could do it."

"Did what? What did I do?" Twilight confused.

Princess Celestia giggled. "You have defeated Bloodfang and brought freedom to not only Equestria, but to the world."

"I did? But how?" Twilight said, more confused than ever.

"You defeated him by the power of your friendship. Your gift and talents finally succeeded you to accomplish your goal. With that, you were able to defeat the most evilest demon and saved us all." Princess Celestia explained.

Twilight gasped in surprise. "Wait…. you mean I did it. We won? Then, that means that those are….." She looked back at the table with Bloodfang's bones.

Princess Celestia nodded. "Yes, everything what's left of him. You made me very proud, Twilight Sparkle."

Twilight should be happy, but she's not.

Seeing the confused expression on her student's face immediately concerned the Princess. "What's wrong?" Princess Celestia asked with concern as she placed her hoof on Twilight's shoulder. "You seemed confused."

Twilight was thinking hard. 'It's…. all a blur to me. I don't remember fighting Bloodfang. What happened? How did I do it?"

Princess Celestia smiled. "It's okay, Twilight. There is no need to ask anymore questions. Right now, let us enjoy our moment of peace. Because today is your important day."

"About what?" Twilight asked.

"Today's the day that you finally become a Princess." Princess Celestia answered.

Twilight gasped. "Me, a Princess? But why?"

"Because you've earned it. It took a lot of strength, courage, and responsibility to achieve what you had done for us. Even for me, Twilight." Princess Celestia explained.

"Wait? You mean, I'm going to be a Princess?" Twilight asked for confirmation as a wide smile formed.

Princess Celestia nodded with a huge smile, seeing her bright student crying in tears. The front door opened and came Applejack, Rainbow Dash, Rarity, Pinkie Pie, and Fluttershy. All happy and alive.

"TWILIGHT!" The girls screamed for their friend.

"GIRLS!" Twilight was surprised and ran to her friends with a huge group hug.

Princess Celestia smiled and beside to leave her student some alone time with her friends. "I'll leave you girls alone."

"I'm so glad to see you!" Everypony said at the same time.

"Are you girls all alright?!" Twilight shouted with tears and joy.

"We sure are, Twilight!" Applejack winked at her.

Twilight signed in relieve. "We did it! We won! We've saved Equestria!"

Rarity shook her head. "No, Twilight. You've saved Equestria."

"You've believe in us and you defeated the Dark Lord all by yourself." Fluttershy said.

"That was very brave of you, Twilight." Applejack added.

"Brave and awesome!" Rainbow Dash gave Twilight a nuggy on her head.

"And now, you're going to be a Princess!" Pinkie Pie shouted in her same hyper voice while jumping around in excitement.

"We are so proud of you, Twilight. You made us so glad that we have you as a friend." Applejack smiled.

Hearing how much her friends are praising her, Twilight can feel tears forming in her eyes. While her and her friends have always been very close together.

"You girls are my best friend in the whole world and I won't give this up for anything." Twilight said, happy tears now streaming down her cheeks. "Now that I'm becoming a Princess, I'm really going to miss hanging out with you girls."

"We're really going to miss you too, Twilight." Applejack replied as tears began forming in her eyes.

"We've been through so much ever since you came to Ponyville." Fluttershy sniffed.

"It sure was fun back in those days. I miss it already." Rarity blowing her nose with a handkerchief.

"Now that you're going to be a Princess. It's time to make way for the future!" Pinkie Pie smiled but a little sad.

"Pinkie Pie is right. Now that our land is safe, it time for new beginnings." Rainbow Dash while hiding her tears.

"You know girls, I never thought the day would come where we would have to go our separate ways. I always thought we'd be together forever, but I guess things do change." Twilight said.

"You said it….. Princess Twilight." Applejack and her friends then bowed to her like a real Princess and gave her a great big hug. The battle was over and Twilight couldn't be more happier.

Over the perfectly normal-looking stretch of Ponyville. Grass, sky, houses, everything was back the way it should be, and the citizens descended gently to it.

On the ceremony on Canterlot Castle, a set of closed double doors within Celestia's palace, opened to admit Twilight who was now wearing a gold crown and a royal dress proceeding down the length of a packed hall, with Celestia waiting at the far end.

Warm and joyful smiles were passed between every pony and stallion cheered for her as she marched passed them, including her friends who are waving and cheering for her.

Taking in a deep breath, Twilight went up of stage in front of the entire audience where everypony was watching her.

Princess Celestia walked passed her and face the audience and spoke out her speech. "Citizens of Equestria, we are gathered here today to once again honor the heroism of Twilight Sparkle, who stood up to the evil Dark Lord and saved Equestria from terrible destruction!"

The crowd broke out in a wild cheering. While it quieted down, she continued. "For showing bravery and strength. I, Princess Celestia, will promote her to a royal honor….. A Princess!"

The crowd erupted in cheered, but much louder and hooting. Princess Celestia raised her hoof for complete silence and continued on.

"Twilight, please step forward." She called out to her.

Twilight smiled and walked next to her Princess and kneel silently before her. Princess Celestia gave her an admonishing glance and winked at her. Twilight can't help but smile. Princess Celestia smiled back and faced back the audience for a final speech. "Twilight Sparkle, do you swear the duties of being a Princess?"

"I swear." Twilight answered.

"Do you swear to protect Equestria?" Princess Celestia said.

"I swear." Twilight answered.

"Do you swear to protect the lives and souls of all of the citizens and the creatures of this land?" Princess Celestia said.

"I swear." Twilight answered.

Princess Celestia smiled with approval. "Then on this day, I, Princess Celestia, ruler of all of Equestria, proclaim you…. Princess Twilight: Ruler of…" Then Princess Celestia's eyes grew to an aggressive look. "….DEATH!"

"Huh!" Twilight realized what she said and gasped as that sentence hit her like a two-by-four upside the head.

The entire crowd cheered with effeminate sinister laughter. But only Twilight remained shocked and spooked. "WAIT WHAT! BUT PRINCESS CELESTIA! WHAT IS THIS?! THIS IS NOT WHAT I'VE HAD IN MIND!"

"But my star student. Don't you see…. Lord Bloodfang was the originally the ruler of death. He was the king of death. And now that you've killed him….. that means you're the ruler of death now! You are the new master, Princess Twilight!" Princess Celestia said viciously.

"NO! THIS ISN'T WHAT I WANT! I DON'T WANT THIS!" Twilight shouted so loud that everypony heard it. Before her, the room was filled with royal ponies who glared at her with pure hostility look, including her friends Applejack, Rarity, Rainbow Dash, Pinkie Pie, and Fluttershy.

Princess Celestia has also the same harsh look and spoke to her in a soft, but menacing tone. "What did you say?"

Twilight was shaking nervous. "I…. well….."

"HOW COULD YOU, PRINCESS TWILIGHT?! YOU TOOK THE OATH! AND NOW YOU'VE BETRAYED IT! YOU ARE A TRAITOR!" Everypony spoke; they looked and sounded as if they are hypnotized.

"No….. I…." Twilight was caught flat-footed; her eyes shined with tears.

Princess Celestia interrupted and shouted at the crowd. "IS THIS WHAT EQUESTRIA NEEDS?!"

"NOOOOOO!" Everypony shouted.

"DO WE REALLY NEED A WEAK PRINCESS LIKE HER TO RULE AMONG US?!" Princess Celestia shouted louder.

"NOOOOOOO!" Everypony shouted.

"WHAT SHOULD WE DO WITH HER?" Princess Celestia screamed angrily.

"BANISHMENT! BANISHMENT! BANISHMENT! BANISHMENT! BANISHMENT! BANISHMENT!" Everypony shouting over and over.

Twilight vacated the stage and ran to the door, she tried to open it, but it won't open. "What's going on?! What's happening?!"

She looked behind herself and found Princess Celestia, her friends, and guests are slowly marching towards her. Their eyes are glowing red. She tried to ram the door and got nothing for her trouble. Crumpled on the floor after this attempt, she backed up as far as she can as the shadows rose over her. "NOOOOOOOO!"

Everypony stopped and laughed at her, including Princess Celestia with Bloodfang's effeminate glee echoing in the room. Then, Twilight finally made the connection. "Wait a minute... This isn't real!"

She started to notice as Applejack, Rarity, Rainbow Dash, Pinkie Pie, and Fluttershy are looking different. She saw that they all have two fangs on their teeth, pointed ears, and all have bat-like wings. They have turned into small clones of Bloodfang as well as everypony in the room.

She got to her hooves as the waves of laughter continued for some moments longer.

"ENOUGH!" Twilight shouted, causing all the laughter to silence, she regained her confidence. "You're not Princess Celestia!"

The Princess chuckled as her eyes glow red. "What makes you say that, my star student?"

Twilight shouted loudly. "ENOUGH OF THESE ILLUSIONS….. BLOODFANG!"

Finally, the ground began to tremble. Twilight lost her balance and fell to the ground. A monstrous evil creature unfolded from the skin of the Princess. Wings unfurled from her back. Scales burst forth from her skin. Her eyes burn with fire and her mouth dripped out blood.

Princess Celestia was truly Bloodfang in disguise.

Twilight scrambled back to her feet and slowly stepped back away from the transformed Bloodfang. Then, the scenery began to change as all the Canterlot Castle surroundings are fading away, including everypony and revealing to be a dark room. A dark surrealistic room with air red with heat and haze.

She got up, just as Bloodfang appeared in front of her. Bloodfang sat on a throne made of pony's skulls and bones. "Welcome to my throne room! Hahahaha!"

"Bloodfang!" Twilight shouted as she saw the beast in front of her.

"I should've known that only you, Twilight Sparkle can never be fooled that easily." Bloodfang amazed.

"Princess Celestia and my friends would never treat me like that! Never!" Twilight responded.

"Yes, I know all of that. Your Princess cares for you a lot. She talked about you often. She is scared for you more than you are for her." Bloodfang pointed out.

Twilight growled. "Our Princess cares for all of us! It is her duty as well as my loyalty."

"So, the Princess is more than just your teacher, she's some sort of hero to you." Bloodfang said.

"More than you can imagine!" Twilight responded angrily.

Bloodfang chuckled. "Maybe. But she still won't save you from my wrath." He raised his wings and blew away Twilight with searing bolts of red energy. Momentarily stunned, she tumbled all the way down the end of the room and hit hard on the edge of the wall.

Bloodfang laughed and spoke to her softly. "But let me tell you a little secret… for what it's worth, you're my hero."

Twilight stood up, confused. "What?! What do you mean?"

"Don't be shy. I've admired your attitude, your desire of great knowledge, lust for rightness. Trying to prove yourself that you are better than anypony here in Equestria." Bloodfang explained.

"That's not true! I do not think I'm better than anypony in Equestria!" Twilight denied what he insulted her.

"Oh, but it is and you know it. After all, it was the reason why you have awakened me from my long slumber and it was you who released me from my prison in the first place."

Twilight gulped. "What….. What are you talking about?!"

Bloodfang smiled and snickered. "Don't try to fool me, Twilight Sparkle. I know everything about you. I remembered your smell, I remembered your voice, and I definitely recognized your blood. You were there in that very cave, trying to prove that I've never existed. Your pride and selfishness set me free and doomed all of Equestria."

Twilight tried to hide her guilt, but the Dark Lord can already smell her fears and heard her heart beeping fast. "Yes, you know that. Don't you?"

Twilight frowned trying to avoid her painful memory from distracting her.

"Thanks to you. I am now free to enslave the world as I've should've done a long time ago. For thousands of years I've walked through the hearts and minds of all ponies. I have built unstoppable armies of death, I have shed blood and ripped apart souls around the world. Conquered and enslaved millions. My fantasies and reputations inspired other creatures to join the darkness and committed crimes from my experience. The eater of life. I am the beginning and the end. I am the light and I am death. I cannot be defeated. I am forever!" Bloodfang shouted.

"You're wrong, Bloodfang!" Twilight interrupted in a whisper.

"What did you say?!" Bloodfang questioned as he growled.

Twilight took a deep breath and finally has burst it out. "You're wrong! You're not the most powerful creature in the world. You're not what you've said you are. There is another, and you will be defeated!"

"Are you talking about you or my mortal enemy?" Bloodfang said.

Twilight didn't respond, but Bloodfang already knew the answer.

Bloodfang grunted. "Prince Eclipso was a fool, thinking that he could imprison me forever. He may have been the big, strong wolf, but he's soft. He couldn't destroy me when he had a chance, many chances in fact. No matter how many lives I have taken, he still wouldn't do it. I guess it wasn't in his nature, especially since his mother was a stupid unicorn.

Twilight frowned, getting mad for what Bloodfang was saying to her.

"I guess that's what happens when natural-born predators are raised by kind and loving ponies. It makes them weak. Just like the rest of you…. including your Princess, Twilight Sparkle." Bloodfang disgusted.

"That's a lie! We are not weak! Prince Eclipso grew strong because of his mother's influence. Because he was raised and nurtured by one of our own, he became so great and so powerful that he was strong enough to defeat you and your armies." Twilight responded.

"Why do you even care?! You don't believe in them at all! You said so yourself, remember!" Bloodfang shouted.

"The Guardians are about believing, not seeing. You don't need to believe in the legend just by looking at them, but believing in their spirits and in your hearts…. I've finally realized that now. I believe in the Guardians, I believe in my friendship, and I believe in myself!" Twilight said, remembering what Princess Celestia told her earlier at that night of the party.

Bloodfang groaned in frustration. "Believing? Is that another weapon other than friendship? When are you ponies are finally going to realize that those words are nothing compare to ultimate power! I've never had any friends or families before I came to power. I had armies, empires, and powers beyond destruction. Friendship was never useful to me and never will be!"

"Yes, you're right about that. That's why you were so easily beaten by a wolf who believed in it!" Twilight said back.

"ENOUGH!" Bloodfang shouted so loud that the entire dark room started to shake. Twilight silenced herself and prepare for what's coming.

Bloodfang growled in anger. "You still defy me, Twilight? No more games. No more illusions. No more mercy. I shall make you suffer until you finally beg for your death."

The Dark Lord lifted himself up with his wings, then bullet to the unicorn. Twilight dodged him as he tried to smash into her.

Twilight landed hard to the ground. "He's fast."

"What's wrong, Twilight? Giving up already after all that talk?" Bloodfang mocked while flying in high speed. "Either way, you can't defeat me!"

"I will, because I believe!" Twilight fired her horn and impacted directly at the Dark Lord's belly and exploded. Bloodfang laughed in amusement, feeling no pain at all. Bloodfang pulled back his wing as his red beam out of his mouth and fired it at Twilight.

Twilight dived out of the way as the beam sailed over her head, exploding into the side of the wall.

Twilight rolled back to her hooves and fired multiple blast of magic like a machine gun. But the Dark Lord dodged every one of them. Bloodfang flared another red beam from the air and fired it. Twilight rolled for cover just before the red beam hit the other wall. Twilight got back up and took some time to aim. Bloodfang flapped his wings and lifted into the air. Twilight fired again, but this time the magic finally made a direct hit on Bloodfang. Causing a huge explosion only leaving behind a fog of smoke. When the smoke cleared, Bloodfang was gone. Twilight's eyes are lingering smoke and fire. She let out a massive groan as her body aching in pain from the battle.

From somewhere very far off, she heard the sound of crazed laughter, as she turned away, finding the source of the laughter. Only Bloodfang's red eyes glow from the darkness.

"Not bad, not bad at all. Princess Celestia sure knows how to pick her student." Bloodfang's voice called out from the two red eyes.

His two red eyes disappeared and reappeared in front of her. On the start of the next line, these red eyes slightly to frame all of her head and Twilight stumbled away in nervousness.

The giant visage faded away with a nasty laugh. "It's too bad and so sad that you won't be able to live to see your Princess before I finish draining her life-force."

Twilight screamed as her horn flaring. "Don't you dare do anything to our Princess! If you do... I'll kill you!"

"Kill me? I doubt it." Bloodfang's eyes laughed.

The eyes vanished and are switching to every dark surface. Bloodfang's laughter ringed through the room as the furious angered unicorn looked around and there trying to pick out a target.

The eyes vanished and reappeared behind her. "You really don't know who you are dealing with! But you are about to find out!"

Twilight quickly turned around and fired off a beam, but the red eyes vanished out again with a laugh and missed.

Angry and confused, Twilight shouted in frustration and began firing her horn in every direction, causing explosions around her.

Every inch in the dark room was covered in smoke and ashes. Twilight remain in position, slowly searching at every corner to find her enemy.

A thick fiery smoke covered the air and then slowly twisted back into form and substance. Smoke trails snake out, coming behind her and wrapping themselves like a smoking-tentacle around Twilight's body. The smoke-tentacle grew and transformed into Bloodfang's claws. Twilight was enveloped now. She yelled, fighting to break free. She was raised in the air, twisting and turning until she's face-to-face with the Dark Lord. "You think your precious magic and friendship can defeat a god? I know every magic and spells from ancient times before you were even born."

Bloodfang tossed Twilight away, sailing through the air, crashed through the pile of broken bones.

Bloodfang roared and fired another red beam and targeted the area Twilight was laying helplessly.

The flames engulfed everywhere. Now, the dark room was covered with fire, visioning it like the actual version of the underworld.

As Bloodfang prepared to slash Twilight, but she spotted a rusty pipe and used her horn to levitate it. As Bloodfang charged in, Twilight smacked the pipe at Bloodfang in the face. He backed away, aching in pain.

With Bloodfang distracted, Twilight raised the pipe for a second blow, but Bloodfang leaped up with a roar and tried to grab her. But Twilight rushed in just as Bloodfang's arms are extended and plunged the pipe into his chest and stabbed right through his body.

Bloodfang froze as he looked down at the pipe with an exaggerated gasp, and then flashed a grin back at her with a chuckle.

Twilight reacted in horror as she watched the Dark Lord laughed, it was impossible for a monster like him to be unharmed after that.

With his claw hands, he pulled the pipe slowly from his chest. He looked at the top tip and licked it like an ice cream cone.

Bloodfang grabbed Twilight by the throat and whirled her around like a rag doll and tossed her away. Twilight was thrown the length of the room and crashed into the ground littered with splintered wood and cracked bones. She desperately got up, but with her body covered in cuts and bruises. She collapsed back down, barely able to raise her head to breathe.

Bloodfang slowly approached her and circled around her like a walking shark. "You know, even after all this, I still want to thank you for your help. Without you, none of this would be possible."

Twilight slowly pulled her head up and responded with a shout. "I've never gave you anything! You had done all this destruction and death upon yourselves."

Bloodfang nodded. "True… but it was YOU who walked into that cave! It was YOU who released me from my prison! It was YOU who brought your friends and families to their doom!" He laughed.

Twilight couldn't believe it. "You're right! It really was my pride that caused all this. It's my fault. All of Equestria is in danger because of me."

"Better if I just show you." Bloodfang's hands reach down and grabbed Twilight by the skull. "Behold your work!" She gasped as she started to saw images and visions. Faster than the eye can see. More than her mind can accept.

In her head, created a blurry vision where the scene came the entire land of Ponyville, all destroyed and burning, nothing left but demolished houses, cracked streets, and ponies working as slaves. Everypony are working hard, exhausted and almost half-dead. Nightwalkers are whipping up ponies and stallions, forcing them to work harder. All the foals are scared to death for being locked up into small cages and taken away from their parents. All of Ponyville has become a town of death and it was all happening right now. The visions are too horrible and so terrifying, her head cannot stand it.

"NOOOOOOOOOO!" Her hoof started to shake and then swing it across Bloodfang's face. Causing him to reel back, stunned. Twilight got back to her feet, filled with rage and aggression in her heart.

"YOU CAN'T HAVE THEM! YOU WILL NOT HAVE EQUESTRIA!" Twilight charged up her horn at full-power and aimed it at him. Bloodfang only laughed at her.

That mocking laughter influenced Twilight to concentrate harder to her horn. "BURN, YOU MONSTER!" It hummed and glowed until a loud, incredibly powerful purple magic ray shot out of it and hit directly at Bloodfang into the chest.

Bloodfang screamed as her magic power peered though his armor and burned right through his body. Everything went up in flames, leaving the entire room covered in smoke.

Twilight felled right to the ground, exhausted from using too much energy on her horn for a last attempt to end the battle.

As the smoke finally cleared, the stunned Dark Lord looked at his stomach. There's only a gaping, smoking burnt hole through the Dark Lord's chest.

Bloodfang shaking in pain and shock, he looked down at his chest and realizing the damage of his body. "IT... IT…. HURTS….. THIS IS IMPOSSIBLE! NO MORTAL CREATURE HAS EVER CAUSED ME THIS MUCH DAMAGE BEFORE… HOW CAN THIS BE!?" He cried in horror.

Twilight got up in relieve and smiled with joy. Believe her fate in believing finally paid off. "It is the power of friendship! Something that not even you can stand against!" She got back up and signed in relieve, knowing that she has a chance in winning this battle after all.

Bloodfang's painful expression on his face then changed to an insane, gleeful grin and a guttural whisper. "Gotcha."

Twilight gasped in shock and terror as she watch Bloodfang started playing fill in the blanks with himself. The charred hole in his stomach began to fill in. In a matter of seconds, he was whole again.

He laughed and started to advance on the shocked unicorn. "Are you done yet?"

"Darn it!" Frustrated, she growled furiously and then charged at him.

Bloodfang smacked Twilight across the face before she could impact. He grabbed the back of her hair and threw her over him, across the room.

Twilight struggling to get back on her hooves, weak, tired, and broken. "…..He's strong! I've never…. thought he will be this….. strong!"

Bloodfang hissed as he faced Twilight. "Yes! I told you, Twilight. I cannot die. I am immortal being. I am the evilest of all evil. The Devourer of Souls. I am forever. Your friendship is meaningless against me!" He slapped Twilight hard in the face, slamming her in the wall.

"Oh, and speaking of friendship… I suppose you're wondering what happened to your friends…"Bloodfang realized.

The unicorn stared at him a moment. Shocked from what she just heard and what she was about to see.

Bloodfang flew in the air and stretched out his giant wings, causing the darkness around them to fade away. Revealing behind him, are five red giant hung crystals. Huge, layered structures, each a different shape. But the thing that amazed her the most was the dark figures inside.

Twilight stepped forward in horror to gaze upward at each of the crystal in front of her. She stared up, hypnotized, at a wounded figures trapped inside each of the crystals.

"Beautiful, aren't they?" Bloodfang asked, as he was admiring his new collection. "Trophies of my victory."

She stared up in awe at the crystals, and at the face of the ponies inside and recognized them. Inside of each of the crystals are Applejack, Rarity, Pinkie Pie, Rainbow Dash, and Fluttershy. With a stuttering breath, she whispered. "N-No…"

Bloodfang's face spread into a grin. The damage he had been done.

"NOOOO!" Twilight screamed a unanimously yell.

Bloodfang laughed manically as he saw the breakdown unicorn crying hard on the floor.

Twilight has never cried this much in her entire life. Knowing that there was no use for fighting. She slowly looked up at Bloodfang and begged. "…..Take me…. please... Take me instead!"

Bloodfang was surprised, he can only laugh so hard as if he heard a funny joke. "No… there is no escape. If you read about me in those books, you should already know that I never spare anyone, especially ponies. Besides, you are too late. The Eclipse will shine its powers to the earth in two days. Before that, my powerful darkness will soon cover all Equestria's skies, preventing its power from restoring this land. When that happens, everypony including your friends will be mine forever and soon the entire world will be at my mercy. Once I devour every energy and soul, I shall be invincible, so powerful….. not even Prince Eclipso and his royal Guardians can stop me."

She barely registered the movement of Bloodfang standing over her, giving her a sharp kick in her side. She landed on her back, and then weakly turned her head to saw Bloodfang ready for the final kill. Twilight could feel herself becoming light-headed as tears silently poured down her cheeks. She has no longer cared about the fight. The only thing she had ever really cared are about to die.

Twilight vacantly stared at him, tears streaming down her defeated face. She tiredly closed her eyes, prepared to face her death. "Princess Celestia… My friends… Everypony… I'm sorry….. I've failed…."

Bloodfang held the sharp claws above her head, ready to whip it down into her neck. "Yes, you did. But that's how life works and your life ends here!"

Bang! Without warning, a mysterious creature came in from behind and charged at Bloodfang, tackled him with unbelievable force. The Dark Lord was thrown several feet away, landing in a pile of shattered rocks from a destroyed wall. He hissed in pain, carefully pulling a large shard from his side.

Twilight was shocked as well. She carefully looked up at the attacker and felt herself being held up by a pair of familiar rhino hooves.

She opened her eyes, stunned. "M-Makara?!"

Realizing he had lost focus on the situation, Bloodfang snapped his head up. "WHAT?!" He got a clear view of his attacker and recognized her. "YOU!"

Twilight stared at her old friend in awe, unbelieving at what she was seeing. Makara picked Twilight up and helped her get back on her hooves.

"After thousands of years and you still never learn, Bloodfang." Makara mocked to the Dark Lord.

Author's Note

Makara is back! The battle continues in the next chapter. Please review. If you wish to see the picture for the Guardian Wolves and the Nightwalkers, go to Deviantart with commander369.

The Great Escape

Twilight got back up from a little help from an old friend, Makara. She smiled and surprised to see that her rhino friend was here and just in time too. "Makara! I'm so glad to see you! ...But how?"

Makara smiled at her. "I've never left you girls."

Twilight stared curiously at her rhino friend, but yet relieved. "Really? You never did. Have you been following us?"

"Let's just say, I've been watching over you girls." Makara giggled.

Twilight and Makara turned back their attention at the sound of Bloodfang's shouting angrily. Now, the Dark Lord was furious.

"Go, Twilight! Save your friend! I'll hold off Bloodfang!" Makara said as she posed herself in a battle position.

"But Makara, do you really think you can take him! He's too powerful!" Twilight worried.

"I may be old, but that still doesn't mean I'm weak. Now go! Rescue your friends!" Makara urged her.

Twilight had no choice, she nodded and left off. Leaving only Makara face-to-face with the giant, monstrous Dark Lord Bloodfang.

He got back up with a huge anger expression on his face. "You! But I thought I've finally got rid of you!" Bloodfang screamed in anger.

"You can never be rid of me! I will always be here as Gatekeeper!" Makara charged with her horn at Bloodfang again.

SLAM! Bloodfang was knocked aside by Makara's strength and horn power. He slammed hard into the rim of the dark room. He shook it off, as he made a sinister laugh. "Not bad, you old witch. You've got more strength than Princess Celestia. But no matter, you still won't be able to defeat me!"

Bloodfang lunged at her, grabbed her, and threw her back again. Makara got back on her hooves and dived.

Back to Twilight, she ran towards the five crystals hanging from above and shot them down. The crystals land hard down on the ground, but not enough to hurt the figures inside.

Twilight just warmed up her horn and placed it to crystal's surface as the glass creaks. The white light flashed for a moment, then cleared to show the figures inside are starting to move. All of the crystals cracked down the middle. The figures inside broke out. Twilight hesitated a bit, unsure that it worked, but then she knew. They were free. Now fully restored to their usual self and they sat up and rubbed their heads woozily.

Applejack, Rarity, Fluttershy, Pinkie Pie, and Rainbow Dash are started to open their eyes and waking up from a terrible nightmare. Twilight gasped in shock. Everypony got back up, clearing their mind, and just stared.

"Girls!" Twilight ran to her friends.

Everypony jumped, turned, and saw Twilight running towards them. They gasped and hugged each other.

"We are so glad to see you!" Applejack said.

"How you girls feeling?" Twilight asked.

"A lot better now that you're here." Fluttershy smiled.

"Let's not ever get separated again!" Rarity cried.

"And we never will ever again!" Rainbow Dash sighed.

Pinkie Pie was starting to tear up and just jumped up and hugged Twilight tightly. "I am so glad you are here!" She cried.

"AH! Pinkie Pie... Can't breathe..." Twilight choked.

Pinkie Pie heard her and released her quickly. "Oops, sorry!"

Twilight smiled happily, but realized something important. "Girls! We've got a big problem." Twilight said as straight as she could.

Back at the battlefield, the Dark Lord screeched pure lethality and leaped at Makara.

WALLOP! Her strong head rammed hard at top speed on his armored body and slammed it into a wall. He ached back, only to be rammed again. CRASH! He slammed backward into a pile of rubble.

"Come on! Is that all you got?!" Makara shouted

The Dark Lord emerged as a blur of rage, lashing with unbelievable fury. The battle was now joined. Claws swiped and wings lashing around. They circled in a whirling blur, demolishing everything in their path. The dark throne room echoed with nightmarish sounds.

Bloodfang shot an onslaught of fireballs towards the gatekeeper. The floor burst into flames, walls collapsed, and poles caught on fire. Makara retaliated with her own strength and charged at him again, but this time harder. Bloodfang was thrown back from the force, still greatly amused.

"Very good, now that's more like it? I must say you've got stronger than the last time we met!" Bloodfang jumped up, mocking the rhino as she started to tire out. "But still, thousands of years had made you too old! Just give up and I promise to give you a quicker and less painful death!"

Makara panting in tiredness. "I don't think so. If I die, I'm taking you with me! For the sake of Equestria, for the sake of the world, I will not die in vain."

"Sure, that's what they all say. You may have the strength and knowledge on your side, but you lack the greatness of ultimate power." Bloodfang tackled her to the ground, then pinned her with one claw.

She used her free hoof to send a handful of green dust directly into the Dark Lord's face. The dust burnt his skin. She then proceeded to send yet another green dust at him. Bloodfang hissed through his teeth as his skin was charred. Just as he was about to be attacked again, he quickly unfolded his mighty wings and swung it, hitting his desired target.

Makara's eyes are widened in shock as blood seeping out of the perfectly straight line in her head.

"I really am disappointed in you. You've definitely lost your touch, you old witch. This fight was nothing more than a joke." Bloodfang sneered as he rubbed his eyes.

Makara used all her strength and rammed a giant boulder and threw it at Bloodfang. It flew through the air and hit hard, knocking Bloodfang back at least twenty feet. As he flew back, he smashed into the wall. But still not enough. As for Bloodfang, he picked up the boulder and tossed it aside. He smiled in amusement.

Irritated, Makara charged toward him. Bloodfang decided that enough was enough, he still has some unfinished business to attend with Twilight and he was still being occupied at the moment. So, he flipped into the air and kicked Makara hard. The hit launched Makara off her hooves and goes flying backward and landed hard, face down, catering the concrete floor, Makara laid there, incapacitated and weaken.

Bloodfang stride up to her, and raised his razor sharp claws for the final death-blow. The Dark Lord leaped into the air and charge directly at her. Makara braced herself and prepared for her doom. But then Twilight rushed in front of Bloodfang and fired a huge ball of magic from her horn. The spell ball impaled in the monster's chest so hard, he catapulted backward thirty feet, slamming into the concrete and then… BOOM! He exploded with unbelievable force.

Twilight, Makara, and everypony ducked down on the ground for cover, protecting themselves from the force of the blast. When the fire died down, there was nothing left but more rubble. Twilight and her friends looked at each other and rushed to their injured rhino friend.

"Makara!" Everypony surprised.

Makara aching as she got back up. She was injured, but still breathing. "Good to see you girls are safe."

Makara took her place alongside the others. The six of them stand as one, happy and relieved. Rainbow Dash turned to Makara, surprised that she was here.

"Couldn't leave us along, could ya?" Rainbow Dash elbowed her.

Makara gave a warm smile. "Nice to see you too."

"Thanks for coming for us." Twilight hugged Makara as tears dropped from her eyes.

"No worried, friend." Makara said as she hugged her back.

"Twilight!" The wrecked-up Dark Lord skeleton corpse moaned out.

Twilight, Makara, and the others turned around and spotted the walking burnt-corpse bat slowly walking towards them. The Dark Lord was furious and hissed with rage.

"Very well then! I was hoping that all of you will bear witness to the end of Equestria! But now, I attend to finish all of you off once and for all!" Bloodfang growled as his eyes glowing red. "You think you've won?! This is all but flesh. A shell. Prepare yourself for you are all about to witness my true power!"

Everypony slowly stepped back, preparing what he was preparing next. Suddenly his skin started to steam with black smoke. He screamed in anger as the dark-shaped mist around his body has begun to engulf him, literally evaporating his flesh and armor.

A shadowy mass emerged forward, eating every inch of his body, his helmet and body armor melting away, his fangs and teeth dropped from his gums, his red eyes rotted out of his sockets, his ribs sizzled from his chest, until he was no longer in solid bat form.

Then, all the shadows in the room began to move together toward the center of the room, completing the form into one huge mass of darkness.

"Okay….. let's just… slowly back away and get out of here now…" Rarity shivering in fear.

As dust and rocks rained down, they saw two hideous red eyes glowing in the center of the darkness.

The darkness awakening, spreading everywhere over the room, claw-like tentacles were rising from the rubble.

The darkness slowly rose from the ground, revealing the two red eyes are staring right at Twilight and the others, who are transfixed by the sight.

"I really don't like the way he's sharing at us!" Rainbow Dash shaking in fear.

A shadow tentacle slowly started to move in on Twilight and her friends. The red eyes followed their move, not letting them out of sight. Another tentacle started to move in, silently undulating through the floor towards them. More tentacles started to close in for the kill. They are surrounding everypony.

Its mouth opened wide, a terrifying sight of jaws and teeth was about to devour them. As it stroke forward, Twilight fired her magic horn and blasted the darkness. But there was no affect, the blast went through the darkness like a ghost. The darkness laughed viciously and several tentacles are about to crush them to death.

"Quick everypony! Grab hold together!" Twilight shouted to her friends.

The darkness tentacles were about to charged after them. Makara and everypony held tightly on to Twilight .

Concentrating very hard, Twilight used her magic horn to teleport her friends and herself out the room with a flash of light. They managed to escape before the darkness's horrifying tentacles could grab them.

The same light flashed into another room, Twilight, Makara, and everypony escaped that lead out and jumped into the other room.

"Where are we now?" Rarity curious.

Twilight breathing hard, all tired and exhausted. "I don't know…. I can only get us into the nearest room….. I…"

"Are you okay, Twilight?" Makara worried.

"Yeah… I'm just a little tired... That's all." Twilight panting.

"That spell you've just cast must've taken a lot of magic. Especially since you've used on all of us." Makara figured.

"What are we going to do?! We're dead meat if we stick around here much longer!" Rainbow Dash panicking.

"Even if we y'all fight together, there's still no chance for us to win. We're doomed!" Applejack frowned.

Makara popped an idea. "Then we'll have to blow up this castle!"

Everypony looked at her like she's nuts. "Are you insane?! What about us?! We'll be blown up too." Rarity surprised.

"Not if we make a run for it outside." Makara said.

Fluttershy gasped in horror. "Are you sure that's such a good idea. I still believe that there are still skeleton monsters waiting for us outside." She reminded.

"Better to take our chances with them than staying here in Bloodfang's clutches." Makara said.

"Even if we could, how are we goin' to blow up this castle?" Applejack was having mixed doubts.

Makara pulled out a mysterious vial. "With this!"

"Um, what is that?" Rainbow Dash looked closer, confused.

"It called a Gozer Liquid. A very dangerous substance. I've created these for the wolves as a weapon for their war. Only one vial can destroy an entire forest within seconds." Makara explained.

"You actually carry that around with you all the time?" Pinkie Pie asked worried.

"Call it insurance." Makara replied.

"And they say I'm the crazy one." Rainbow Dash scratched her head.

"We will use this and hopefully burn Bloodfang to dust. When the vial is creaked, we only have less than five minutes before it blows. So we better make it count." Makara added.

Applejack still not satisfied. "Geez… I really don't think…."

They are interrupted by a loud sound from the inside the castle. They stared in horror around the castle.

"What was that? What is it doing?" Fluttershy panicked.

The roaring sound was heard everywhere around the room, everything and everywhere was whirling around, and then stare at each other, horrified.

"On second thought, we'll take our chances!" Applejack whispered.

Twilight took her time to think this through and decide to go with Makara's plan. "Let's do this!"

Makara nodded and threw the vial slightly at the floor. The creak on the glass allowed the liquid to absorb the air, causing it to bubble. "We better move quickly!"

Then, a powerful groan reverberated through the castle, the sound of timbers bending and twisting. Twilight, Makara, and everypony looked frighten and rapidly looked around to know where the noise was coming from. The steel door in front of them was starting to change, it turned black. It's rusting and creaking right before their eyes, bowing in and collapsing as it rotted.

"He's coming for us! Run!" Pinkie Pie shrieked with a massive gasp of fear, she leaped in midair and ran off.

Everypony pulled themselves to their hooves and stared at the movement on the darkness coming towards them.

"Girls…. we need to go! NOW!" Twilight screamed.

They whipped around and ran down the hall toward the living room. As they near the end they are stopped dead in their track. A wall nearby twisted and bend into a new and different wall, one with doors opened, leading to some dark oblivion. They stared at the sight before them.

"Oh, Celestia!" Twilight shocked in fear from what she was seeing.

Makara ran back to Twilight and snapped her out. "Twilight! We need to run! NOW!"

The wall at the end of the castle was bending and twisting, taking on a new, hideous shape. The shadow thing rounds the bend at the end of the corridor, it's enveloped the entire ceiling.

The dark shadow dropped down from the ceiling, began spreading out across the floor and sinking into the floorboards. Disappeared, nowhere to be found and nothing but silence. Then, the floorboards of the corridor started exploding in a path toward the running ponies.

Twilight looked back. "HURRY!"

They race down the hall. Behind them, the floor was ripping up, sending pieces of shattered rocks into the air. Everypony slide into another corridor and galloped through the hall. But at the end of the hall, there was nothing but a solid wall. The exploding floor banging a hard right and hurtling straight down the hall right for them.

Twilight gasped. "Oh no!"

"It's a dead end!" Applejack shouted.

"We're trapped!" Fluttershy sobbing.

But Makara smiled and speed ahead of the others. "No, it's our way out!"

"What..?" Rainbow Dash confused.

"Trust me! Just get behind me girls! Whatever you do, don't fall behind!" Makara warned to everypony.

Twilight and her friends knew the risk, but had no choice but to do what was necessary and trust her.

Makara nodded. "Let's move!" She ran faster and aimed her horn straight forward.

With everypony was ready for the impact, Makara charged into the wall and crashed though out of the castle walls. Makara kept on running while Twilight and her friends followed behind her.

They pulled into the sea of skeleton ponies waiting outside. Thousand of zombies rushed towards them only to be lifted and thrown aside by Makara. Others were hit and rammed from the side and slammed violently.

At the high tower of the castle, Bloodfang's Darkness looked out of the castle from the shattered upper windows just as the Makara, Twilight, and the other running off, escaping from his wrath. The darkness unhinged his jaw, his mouth stretched to an enormous size; he let out one of his horrific, primordial shriek.

More of his army of undead discipled immediately began pouring out and chasing after them.

Zombies started jumping and leaping onto them. Twilight and the others fight them off, throwing them off of them while running. Makara bulldozed through the crowd of living dead, creating a path for Twilight and her friends to follow her to safety.

Back inside the room of the castle, the vial was bubbling violently. Then, the vial shattered. A flash of light by a huge explosion ripped through the entire room, burning and engulfing everything in sight.

The explosion ripped through the steel doors to the other rooms. A massive fireball rolled down the tunnels swallowing everything in its path.

All of the shadow tentacles inside the castle got caught in the flames. Seeing the entire darkness was being its shape briefly before it disappeared in a wall of fire.

Bloodfang's entire castle exploded into a giant fireball, the pulse even knocked down many zombies outside.

Twilight, Makara, and the others ran from the blast and head up to the hill away from the explosions.

After from the surprised explosion, Twilight, Makara, and everypony got back up, a little traumatized and a little bruised up from the impact. But still alive. The group turned and watched the castle as it burned to the ground.

"Do you think he's dead? Did we've won?" Rainbow Dash getting her hopes up.

But, Makara on the other hand, did not. "I doubted. This is Bloodfang we're talking about here. That will only slow him down for a while. He'll be back, we better get going now!"

They all hurried and moved on as all the collapsed zombies are starting to get up. Twilight and her friends followed behind Makara, smashing through other zombies. They gained speed and rushed outside the burning dark kingdom. They galloped over through the path and turned to the street. This area was less populated with zombies but the danger was still yet to come.

Makara and the ponies speed up, swerving around dead trees and crumbled mountains. They kept on running until they are out of reach from the castle, far and far away and head off to find the beach.

Twilight looked back behind them and saw a swarm of skeleton ponies in the distance, coming up the street.

"Here they come! We have to move fast!" Rainbow Dash shouted with a scream.

Twilight, Makara, and everypony ran as fast as they could, they saw zombies approaching and chasing after them.

Twilight stopped and looked behind as the other kept on going, she charged her magic horn and fired a heat ray to a trunk of a huge dead tree. The tree collapsed down and blocking the path for the zombies from getting through. But it was no use, the zombies are still coming through, jumping over the tree and kept on coming.

Makara looked around and noticed that somepony was missing. "Wait! Where's Twilight?"

They all looked out the back and saw Twilight running away as thousands of zombies behind her.

"Run, Twilight!" everypony screamed.

A few zombies got a hold of Twilight. Makara rushed out to pry them off of her. She scuffled with the zombies, but finally managed to get them off of Twilight. Now with a chance, Makara and Twilight ran back to the group and continued running forward with a zombie ponies still keep coming behind them.

Twilight and everypony looked out their view in front of them and spotted something. There in front, maybe a mile away, they can see the ocean coming into view, the sun setting and the red shy behind it. It was the ocean. They are almost there.

"There it is! I can see it!" Applejack panting.

After at least ten minutes of running, Makara and the others made out to the beach, and they were in luck. On the beach, there was a huge ancient harbor at the shore. The dock was a little busted up and all the pieces are all old and rusty, but still usable. Twilight, Makara, everypony galloped quickly along the shore, towards the dock. They ran through the beach and made it in.

"I sure hope there's a boat around her somewhere!" Makara looking around the dock.

Luck was on their side, over by the dock, there are two old wooden boats with the Nightwalker symbols painted on the sails. It was a Nightwalker boat, not the boat they are hoping to sail across, but it will have to do.

"Over there! Quick hurry!" Rarity pointed.

Twilight and everypony made it out to the first boat and started unhooking the chains and rope to make sail.

Twilight and everypony have finally gotten the first boat into the water and set sail for the wind to blow them out. Makara untied the second boat from the dock and pushed it off to the sea.

"Makara, what are you doing?" Twilight confused.

"Just in case." Makara winked.

With everything ready, they climbed into the boat, all except for Makara. "Come on, Makara. Let's go!" Twilight said as she and her friends are about to leave Equestria.

Makara sadly closed her eyes and signed. "I'm not going, Twilight."

"What? What do you mean?" Twilight surprised and shocked what she just heard.

"I said, I'm not going." Makara repeated.

Twilight was heartbroken. "Come on, Makara! Stop joking! Let's just get out of here!"

Makara shook her head. "No, I have to stay here. I need to keep them occupied until you escape."

"Don't do this, Makara!" Twilight said as tears were dropping from her eyes.

"I'm sorry. But it won't be long till Bloodfang find us here and when he does, you and your friend won't even make three miles from shore. I'll keep him and his minions distracted for the moment." Makara explained.

"But, you have to come! We need you, Makara!" Twilight sobbing.

"No, my work here is done. The rest of your journey is now up to you. As for I, the gatekeeper of the earth. It is my duty to keep the peace and safety of Equestria. I must stay here. It is what I must do." Makara added.

"But…." Twilight was about to speak out until Makara place her hoof on her cheek

"Don't worry, Twilight. You are a gifted unicorn. I've always knew that your love and courage was the strongest of all. And I was right. Only you can help save Equestria now. You must believe, Twilight. Believe in yourself. Only then, you can finally achieve your destiny. Go Twilight, go and survive. Live and be free. Find the Guardians and save this world." Makara smiled as her sad unicorn friend.

Twilight knew that she was right and accepted her decision. All she could do was smile back. "Thank you for everything, Makara. Thank you for believing in me."

"The honor is mine, my friend." Makara hugged Twilight.

Everypony are standing nearby and heard everything they just said. They came out of the boat and gently escort Twilight back in. They are all not sure what to say. But Makara can't do nothing, but smile and say goodbye.

Makara looked to Twilight's friends. "Take good care of Twilight. She is a good pony and a wonderful friend."

"You said it and we will." Applejack smiled while shedding tears.

Twilight looked sad but can only smile as the wind blew harder, causing the boat drifted away from the shore.

Makara watched at Twilight and the others sailing off and waved goodbye to them. The boat began to recede. In her point-of-view, she saw the figure of the boat grow smaller and smaller.

A few minutes later, the zombies arrived at the beach and desperately searched the area for their targets. They spotted Makara at the dock, who was waiting for them.

Zombies started jumping out from the sand and leaping onto Makara. She fought them off, throwing them off of her body. More zombies jumped on her again, but she swerved her body, knocking them off. She tumbled across the sand. Got back up and still fighting them off.

But the angry zombies quickly surrounded her. The crazed skeleton mob gave Makara a wide look, staring at her with insane, bloodshot eyes.

Then, Bloodfang who's back to his original form stepped through the army. Makara stared at him, angrily.

"Where are they, Makara?" Bloodfang demanded.

Bloodfang moved forward, heading right for Makara and gave her a look to kill. But she shook her head, refusing to talk and this time, she was not fighting back. Makara smiled as she knew that it was too late.

Bloodfang growled viciously, offended by her smile. "Talk and I'll spare your life….. for now!"

Makara looked around at the huge, bloodthirsty zombies surrounding her, waiting to pounce, and then she looked back at Bloodfang and spit on the sandy ground.

Bloodfang talked through angry, grit teeth. "I'll take that is a no." Bloodfang ordered his army. "SEIZE HER!"

A small group of zombies hold her tight. Putting her into custody.

"Do you really think you can help them escape from me?" Bloodfang grinned as he looked over the dock and into the deep view of the ocean. "I believe, I have a clue where they are!"

Bloodfang leaped into the air and looked around the sea. Over a few miles offshore, he spotted a small boat sailing on the horizon. He chuckled, knowing that it was so simple to notice. "Seriously, did they really think they can escape from me that easily? Ponies…. They're so predictable!"

Bloodfang hold out his wings, creating a huge ball of red energy in his claws. He lifted it up to the air and aim at the boat sailing in the ocean. "Good bye, Twilight Sparkle! GOOD BYE AND FOREVER!"

Bloodfang threw the giant energy ball and sour into the air, in the distance, it impacted on the boat and exploded. Until a point of light fired into an enormous nuclear blast, wind, light, and dust blowing violently but harmlessly over the beach.

As the nuclear dawn faded over, Bloodfang laughed manically. He has done it. He has finally destroyed Twilight and her friends.

"NOOO!" Makara screamed as she was being held down against her will.

Bloodfang landed back to the beach and turned to Makara, he face her and grabbed her face in a threatening position. "I should kill you right now for defying me! But instead, you will be held in the dungeon back at Canterlot. You will watch everything that you have failed as Gatekeeper."

Bloodfang released her and commanded the zombies to seize her. As command, all the zombies are now moving in. The mob of zombies ganged up on Makara and took her away.

Bloodfang widen his wings and soured high, he stopped in mid-air and looked back into the ocean. Knowing that victory was his, but in a way in his mind, it was too easy. Not caring anymore and grunted, he flew off and stream to the sky as he head back to his empire.

At the middle of the ocean, fire and pieces of the boat were floating drifty through the surface. There was nothing left but scrapes, completely obliterated. Nopony could ever survive that, if there were any ponies on that boat. Over a few miles ahead, the second boat appeared hidden between the giant rocks.

"We did it!" Rainbow Dash cheered.

"We're alive!" Rarity screamed with tears in her eyes.

Pinkie Pie jumping up and down around the boat. "YAHOO!"

"I can't believe that plan worked!" Applejack then looked back to Twilight and saw her looking at the distance of the beach.

"Makara…." Twilight felt sad and signed, knowing that another great friend was gone and captured.

Applejack walked behind the sad unicorn and patted her on the back. "Come on, Twilight. We shouldn't let Makara's sacrifice go to waste."

With her friend's support, Twilight cleaned the tears in her eyes and agreed. "You're right, Applejack. Let's go! We're off to Imperiacus!"

Rainbow Dash and Fluttershy tied themselves with ropes and hooked it in front of the boat. The two pegasus flapped their wings furiously as they pulled and drove it like a speedboat. Twilight and the rest sat back on the boat with their long hair streaming in the wind. The boat was speeding away, heading towards the sunset of the horizon.

Author's Note

Will Twilight and her friends make it to Imperiacus? Tune in next chapter. Please review! If you wish to see the picture for the Guardian Wolves and the Nightwalkers, go to Deviantart with commander369.

Storm of the Sea

A full moon was shining on a starry night, clouds rolling through the skies, reflected in the water below. Twilight and the others are sailing on the boat, waiting till they reached the land of Imperiacus. Everypony are lying down on the floorboard, resting from exhaustion after a hard battle from Bloodfang. The boat was sailing on an endless ocean, until a few mysterious figures of moon light are swimming on the surface of the water.

Fluttershy noticed that there was something at the side of the boat and slightly shrieked.

"What's wrong, dear!?" Rarity surprised as she noticed Fluttershy's fright.

Fluttershy pointed at the water, revealing that there was something swimming over them. "LOOK!"

Everypony ran towards the port side of the boat and spotted some strange creatures swimming around the boat. Hundreds of mysterious creatures, they looked like regular fishes, but for these fishes, they all have grey fur around their bodies and sharp wolf-like faces.

Applejack looked over and was amazed about these new creatures before her eyes. "Whoa Nelly."

"That's so cool!" Rainbow Dash excited about their discovery.

Twilight usually knew everything, but when something like this was a mystery to her. "What are those?"

Rarity spotted these mysterious creatures, whether to be fascinated or disgusted by them. "I believe that these…. are… Dolphins? Catfish…. or Salmon?"

"Dolphins don't have fur or….. face like that… in fact I don't think fishes are supposed to have any of those kind of things…. do they?" Pinkie Pie confused.

"I've never seen creatures like these before. What could they be?" Twilight said.

Rainbow Dash decided to look closer at them, she thought for a few seconds until she finally realized what they are. "Hey! Now I know what they are! These are Wolf-Fishes!"

"Wolf-Fishes? Is that even possible?" Twilight confused.

Applejack also looked closer and realized it as well. "Now that you mentioned it, Rainbow Dash is right. These are Wolf-Fishes."

"I don't get it. What are wolf-fishes?" Twilight said while scratching her head from confusion.

"They are sea creatures that swim near at the oceans of Imperiacus." Fluttershy said.

Twilight's eyes widen. "Near Imperiacus? You mean…. these are in the book as well?"

"Yes, they are. I've also read about them in the books, but I've never thought I'll get to see them in real life." Rarity amazed.

"Really? So that's what they are." Twilight impressed, but still felt a little awkward.

"They are also a sign." Rainbow Dash added.

"A sign to what?" Twilight asked.

"That we are getting closer to the island of Imperiacus. When there are wolves, we are near. " Pinkie Pie answered.

"So, you mean there are more different kinds of wolves on that island too. Just like the ones that lived in the Evergreen Forest back at Equestria?" Twilight surprised.

Fluttershy nodded. "Yes, more than you could possibly imagine."

"Really, these wolves are very different than the ones back at home…. Just like us." Twilight realized and surprised.

"That's right, Twilight. Way different than the ones back at home." Applejack said.

"I've never noticed that." Twilight impressed.

"You should really read the books, Twilight. It's all in there." Rainbow Dash winked at Twilight.

Twilight giggled from embarrassment. "You're right. I really need to catch up on those stories now that I know they are really true."

Suddenly, a beautiful whale jumped to the surface nearby and lifted itself up into the air. Everypony barely has time to react, gripping the boat and holding on for their lives as the whale came crashing back down into the water.

The mammal splashed back into the ocean, creating a wave that almost sent the boat swirling across the water's surface. The whale disappeared into the night, leaving everypony open-mouthed and shaken.

"Wow!" Twilight shocked as her eyes widen.

"Yeah, wow!" Rainbow Dash shocked as well.

Then, they heard a moaning on the other side of the boat. It was Pinkie Pie and she was not feeling too well.

"Ooooooooooooohhhhhhhhhhhhhhhhhhhhh…" Pinkie Pie moaned as her face turned green.

"Pinkie Pie? What's the matter?" Twilight worried.

"Oh, nothing." Pinkie Pie said while covering her mouth, feeling worse.

"I think she is now gettin' sea sick." Applejack knew the obvious.

"Wait, Pinkie Pie getting sea sickness. But, Pinkie Pie doesn't get sea sick…. does she?" Rainbow Dash wondered since this was the first time to ever saw Pinkie Pie valuable.

"Oh come on! I'm feeling fine and…." Before Pinkie Pie could finish her last sentence, she gagged and ran to the side of the boat and started puking.

Everypony whipped in disgust. This solved Rainbow Dash's question.

"Guess so." Rainbow Dash snickering at Pinkie Pie's embarrassing moment.

Fluttershy went to Pinkie Pie and patted her on the back for comfort. "Time will pass by, Pinkie Pie."

Twilight smiled and decided to cheer her sick friend. "That's right, it won't be so bad. I mean, it's a beautiful night, right.

Pinkie Pie slightly smiled. "Yeah, you're right. Nothing can get any worse."

They heard a distant rumble of thunder. Twilight and everypony raised their heads. Dark thunder clouds rose up over the horizon blackening the sparking night sky. Another rumble of thunder roared out, but this one was closer and louder.

Twilight and everypony began to quickly packing their gear in the storage bench and started preparing for the worse. The storm was here and the deadly force of Mother Nature was awakened.

The storm swept across the ocean, with high winds and rain striking on everypony and the boat with tremendous force. Huge dark clouds are displaying and lightning filled the sky, as Twilight and everypony looked on in awe.

The sky lighted up, a sparking fire of lightning crashing down from the sky, striking the surface of the water just near their boat. The water was shot through by lightning and the clap of thunder was tremendous.

Then, the whole view of the sky cut to a flash of lightening and the crack of thunder. The boat rocked left and right. Everypony are scurry to their tasks, pulling lines and trimming sails. It'll take everything they have to keep the boat afloat. "Heave! Heave! Heave! Heave! Heave! Heave!"

Everypony staggered along the deck. They're being pushed around the deck due to the tremendous force of stormy wind and the wavy waters.

On the deck, a roaring wind blowing powerfully, eyes intent on their course. Applejack walked to the bow with Twilight. "TWILIGHT! WHAT DO WE DO! THIS BOAT CAN'T HOLD A BIT LONGER!"

"I KNOW!" Twilight responded, trying hard to get a clear view.

Applejack shielded her face with her cowboy hat from the hard showering rain. "WE SHOULD TAKE COVER FOR NOW, WE'LL NEVER MAKE A MILE IN THIS STORM!"

"NO! WE MUST PAST THIS PART OF THE SEA. IF WE DON'T MAKE IT THROUGH, WE'LL NEVER MAKE IT AT ALL!" Twilight pointed.

"HURRY, CAST DOWN THE SAIL OR WE'LL BE BLOW AWAY!" Applejack shouted to her friends.

"RARITY! FLUTTERSHY! PULL DOWN THE YARDARM! APPLEJACK, SECURE THE OTHER ONE!" Twilight ordered.

Everypony grabbed the rope and started to pull hard. "COME ON! PULL!"

Everypony in the deck was working very hard to get this boat in order. As for Pinkie Pie, she was still standing at the side of the boat facing downward on the boat, feeling worse. "Ooooohhhhhh….. me and my big mouth." She gagged and vomited again.

"THIS RAIN IS TOO DEEP, I CAN'T SEE ANYTHING!" Fluttershy cried.

The pour of rain pounds down on the deck above, then suddenly stopped. Applejack looked up and saw her Twilight using her magic horn to create a giant sheet to shield them from the heavy rain.

"THANKS, TWILIGHT!" Applejack said with gratitude.

Being shielded by the Twilight's magic made it easier for them to work. But, Twilight can only hold it off for a short while, which was enough time for her friends to finish the job. They finally pull down the sails to make sure the heavy wind doesn't flip the boat over.

"YAHOO! WE DID IT!" Rainbow Dash cheered.

"GOOD WORK, Y'ALL!" Applejack said.

Twilight observed the boat, noticing that everything seem to be in order. She looked up in the sky and noticed the storm will get worse anytime soon. She called off her friends to safety. "NOW ALL WE HAVE TO DO IS WAIT TILL THIS STORM CLEARS OFF, EVERYPONY FLEE TO THE SAFETY OF THE DEN UNDER THE TARP AND WAIT. I'LL LEAD THE BOAT OUT!"

Applejack quickly denied. "NO, TWILIGHT! WE ARE ALL STAYIN'!"

"DON'T BE A FOOL, IT'S TOO DANGEROUS FOR YOU ALL HERE!" Twilight warned.

"WE HANDLED A LOT WORSE THINGS BEFORE!" Rarity said while hugging Twilight safety.

"WE ARE NOT LEAVING YOU HERE ALONG!" Rainbow Dash said as she sat next to her.

"WHETHER YOU LIKE IT OR NOT! WE'RE GETTING OUT OF THIS TOGETHER!" Fluttershy said as well.

Pinkie Pie came in between them. "THAT'S RIGHT! FRIENDS FOREVER!" She barfed again and threw up on the side of the boat again.

Twilight couldn't refuse, but she just couldn't allow any of her friends get harmed again. But no matter whatever she say to convince them, the answer would remain the same. All she could do was smiled and accepted. "ALRIGHT! BUT STAY VERY CLOSE!"

Twilight and her friends came together for protection from the howling rain. They turn back to the sea, and kept on steering the boat. The boat sailed though the dark stormy waters while lighting and thunder striking the surface.

Meanwhile in Canterlot, at the edge of the Empire Castle, General Darkclaw walked towards the hallway and rapidly stepped forward to the two door slide.

The General opened both doors and spotted Lord Bloodfang, sitting back on his throne. "My Lord. You have returned?" The General surprised.

The Dark Lord chuckled. "Yes, I have."

"What about the unicorn named Twilight Sparkle and the rest of her pony friends? Are they dead now?" Darkclaw asked.

Bloodfang stood up from his throne and walked towards his window view. "Ahhhhhh... yes indeed. They all dead alright and we won't have to worry about them ever again. But I must admit, that Twilight Sparkle was quite challenging than I thought."

"Yes, I know. I have the scar to prove it, my lord." Darkclaw growled viciously as he gently rubbed his burnt skin on his left wing, reminded him of his failure.

Bloodfang signed. "It was such a pity though. She was a very unique for a pony. She was wise as Princess Luna, smart as Star Swirl the Bearded, and very powerful as Princess Celestia. It was no wonder she was the Princess's star student in all of Equestria….. She have certainly reminded me of somewolf I've knew in past."

"I know, my lord. Somewolf you should've killed all those centuries ago." Darkclaw reminded.

Bloodfang laughed, knowing that it was exactly what he was going to do. "Indeed…. He was a very skilled and intelligent wolf like her. I will be sure to thank him right before I devour his miserable soul."

The General finally bowed down to his knees. "The army is now ready, my lord. We are all waiting for your command."

"Excellent. Now go! Go forth and conquer! One by one, all land shall fall. To every living subject on his world must all bow down and worship, Lord Bloodfang. Show no mercy!" Bloodfang commanded.

Darkclaw bowed and stood up. "So once we take back the entire world, we can finally attack Imperiacus. Once we kill him and all of his pathetic subjects... what then?"

"The same as I always do... Kill more ...hahahahahahahahaha..." Lord Bloodfang laughed evilly while the other side of the window shown the view of hundreds of Nightwalker Soldiers rounding up their armor and weapons.

The Empire was already preparing a full-scale invasion of the entire world. As they have taken almost all of Equestria and now preparing to leave the island and attack the other lands outside.

The Nightwalker Army stormed on. They gathered their weapons, suit up their armors, and launched into the air. They turned into the wind and raise combat pennants. The Ground Guards raise the Nightwalkers flag as the trolls stand at attention, seeing the blood mark flag snapped potently in the wind.

The first wave of Nightwalkers began to launch. It was a stirring sight for the Nightwalkers Empire.

The army expanded their wings and lifted themselves into the sky. Souring up like speeding jets in a group formation. The rest of the Ground Army cheered and wave their wings for a sure sign of victory.

The invaders reached the line out of Equestria and soared through the sea. The swarm then divided themselves into three, first heading north, the other was heading south, and the last one to the east.

The Nightwalkers formations are streaking through the sky. The mighty army increased their speed and nose down, diving toward the surface, hurtling into attack mode.

Manehattan

The huge city lay quiet. It's a sleepy night. Children are sleeping in their beds and random ponies taking a scroll on the streets.

Pony joggers are peaceful running on a side of one of the park. Suddenly booming over the city, barely twenty feet above the ground, came a stream of Nightwalkers.

A massive sonic boom emanated directly above. Traffic was ground to a halt. Everypony in the city looked up as a familiar evil red beam was fired from the sky and exploded into the pavement, spewing sparks and concrete, throwing pedestrians to the sidewalk.

Swarm of Nightwalker Army shrieked through the sky and blasted through huge buildings and start snatching ponies off the ground.

More Nightwalkers fired their beams and exploded in the intersection. Carriers get thrown everywhere and wagons slammed upside down into the destroyed streets.

Nightwalkers focus their attacks on houses and buildings. Many top stories buildings collapsed from the force of the invasion and crash the street below. Bricks, mortar and gargoyles are being slammed into the ground as civilians ran everywhere for shelter.

The Griffin Kingdom

Outside the kingdom hold a great festival where every Griffin were holding a celebration for the annual Guardian day.

The Griffin King stood with his clan with next to the Griffin Queen who was sitting down on her throne with other members of her court, including the royal Griffin Guards.

Every Griffin was having fun, dancing and feasting over the light shine of the moon. The mood was festive.

Until the kingdom turned dark as a swarm of Nightwalker's leathery wings and body blocked the moon. The one leading this army was none other than General Darkclaw. Faces fill with awe as they watch the fearsome creatures blasting everything in sight. The Griffin Guards, stunned by its magnitude, dropped their swords and flee. Panic ensued.

Every Griffin ran as more Nightwalkers shoot fire at them. The King and the Queen ran for shelter as their Royal Guards leaded them to safety. The two rulers looked back, witnessing the Nightwalkers destroying everything. Many Royal Guards helped others escape while others hold near to stand together to protect the children. But it was no use. The kingdom has been destroyed and all hope was lost.

General Darkclaw picked up the fallen sword and lifted it victoriously as all the Griffins retreated. A moment later, the entire place was filled with smoke and horror at the place where all the peaceful Griffin Clan took their stand. The area still smolders as another land have fallen to the Empire.

The Outside Land

In the village, it was a quiet and peaceful village filled with many different magical creatures going about their business. The sky was dark, which was perfect for an attack. The Nightwalker Army roaring down just over the wave tops of kingdom itself.

Many creatures woke up from their nest, houses, and caves, looking up as they saw the army flashed by. The children looked as if they've never seen these creatures, flying this low... but they are not alarmed, only curious.

The images came faster and faster, the collision of Nightwalker's determination and the innocence. The dark army flew down towards the city. They shrieked as they fired multiple red beams, popped out and fired.

The Nightwalkers strike a deadly surprise attack. Every creature filled the streets, staring at the fire in the distance. Boom! The Nightwalkers unleashed blast as it goes, blowing up trees, caves, mountains, and buildings, setting the entire place into flames.

An explosion ripped out the windows of the top corner of buildings. Flame and stone rain down. They look up, out of their element. From both sides, Nightwalker Soldiers flew though the village and attach themselves to the sides of the buildings, sliding down.

Some crashed into the buildings and began firing from their red beams at the innocents. Every creature screamed and ran for their lives as the invasion of world domination began.
.
.
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Every land of Equestria are now being overrun by the vicious Nightwalker Army. The entire continent had become a war zone of massive invasion. From a distance as all of Equestria was being consumed from its center outwardly by the growing wall of destruction. This peaceful land where all ponies live together in harmony.... now belong to the evil Nightwalkers.

A few hours later back at the sea…

The storm has passed, but the skies are still heavy with disgusting grey clouds. However, a little shine of sunlight peeled through in from above. A double rainbow pierces majestic clouds, the dawn of sun finally broke through.

The life on the boat has grown tougher for Twilight and everypony. Twilight walked though the hull, exhausted and sleepy. she pulled himself upright, took a drink of water from a bucket and looked at her sleeping friends.

Only Fluttershy, Applejack, and Rarity are lying on the floor, shivering from the wet cold. Twilight pulled out a huge rag sheet and covered them to keep them warm. Their bodies are curled, hair wet, and their tail flat.

Twilight reached out to place her hoof on Fluttershy's head and gently touched her on one spot. Fluttershy calmed down in her sleep and smiled. "We'll be there in no time, Fluttershy. Until then, rest for now."

Twilight then went over towards the front of the boat where Rainbow Dash and Pinkie Pie are still wide awake. Twilight, Pinkie Pie, and Rainbow Dash were hanging around in bow and sat down, slumped in exhaustion and shivering from the high breeze leftover from the storm.

With what energy they still have left, they signed as their eyes are puffy and swollen from a night of no sleep. The trio watched the quiet seas as small fishes loop through the waves.

Twilight raised her head, looking at her new surroundings as the landscape brightens, water and air, clouds and sky. Nothing on the horizon, not yet anyway.

"So, Twilight. How are the others doing?" Rainbow Dash worried.

"They're all asleep, Rainbow Dash." Twilight said.

Rainbow Dash signed in relieve. "Well, we have a rough night. It's best to wake them up when we get there."

Twilight turned to Pinkie Pie, checking her condition after her seasickness. "So, how are you feeling, Pinkie Pie?"

Pinkie Pie smile and spoke in her usual voice. "Great, Twilight. I feel like my old self again." She began to rub her stomach as it growled in hunger. "Although, I've may have lost my dinner from yesterday."

Twilight shivered in disgust, remembering that dinner from the other day. "Probably better off."

Rainbow Dash kept looking at the horizon, hoping that they are going the right way. "Say, Twilight. Are you sure we're almost there? I mean, Makara did say we should've arrived there by morning and so far, it already morning and I don't see the land of Imperiacus or any other island anywhere."

"It is still early in the morning. We have to be patient." Twilight said.

"I don't know, Twilight. Are you sure we should believe that old rhino? What makes you think we might make it there in just one night?" Rainbow Dash worried.

Twilight patted Rainbow Dash's back. "We will, Rainbow Dash. I trust Makara. She even sacrificed her life for us to achieve our mission. She always told me to believe in myself and that's what I'll do."

Then suddenly Pinkie Pie shouted out. "LOOK! Dead ahead!"

Rainbow Dash and Twilight looked at the direction where Pinkie Pie was pointing and saw huge clouds of fog up ahead.

"Oh, great. Instead of spotting an island, we get a giant fog blocking our view." Rainbow Dash grabbed the rope which was attached to the boat and tied it around her. "No matter, with my superior flight power. I can speed us around it."

"Wait, Rainbow Dash!" Twilight interrupted. Seemingly it looks like a bad view that needed to be avoided. But for her, she has slight feeling in her heart.

"What is it, Twilight?" Rainbow Dash wondered.

Twilight hesitated a bit and realized. "We're almost there."

"Huh, are you sure?" Rainbow Dash surprised and confused.

"I'm sure." Twilight responded, feeling in her gut that her instant are never wrong.

Twilight looked back at Rainbow Dash. "Rainbow Dash, do you think you can sail us straight to that fog?"

"Drive us into that?!" Rainbow Dash shocked. "Twilight, are you sure about this. Sounds like a suicide mission?"

"Just trust me, Rainbow Dash… please." Twilight said softly.

Rainbow Dash has mixed feelings about this, but as her friend, she must trust her. Even if the plans are risky or dangerous. "No problem!" She flew into high speed, cruising the boat forward and straight to the fog.

Twilight went to Pinkie Pie. "Wake the others."

Pinkie Pie nodded and rushed down the boat. "EVERYPONY WAKE UP!"

But nopony got up, they just went back to sleep like they didn't care. Tired and exhausted from last night. Pinkie Pie grunt and picked up two old rusty frying pans with her hooves. "Ahoy, mates! WAKE UP! WAKE UP! WAKE UP!" Pinkie Pie rapidly banging the two pans over and over again, causing everypony to wake up screaming and jumping off from the floor.

"WAKE UP! WAKE UP! WAKE UP! WAKE UP! WAKE UP! WAKE UP! WAKE UP! WAKE UP! WAKE UP!"

Everypony did. Applejack and the others jumped from their sleeping spot in shock and stared angrily at Pinkie Pie.

Applejack rose up, all cranky and tired. "GOSH DARNIT, PINKIE PIE! WHAT IN TARNATION ARE YOU DOIN'!"

"NO TIME TO EXPLAIN! WE'RE ALMOST THERE! COME ON!" Pinkie Pie shouted impatiently.

Applejack and the others were surprised, they all got up and followed Pinkie Pie to the front deck. By that time, their boat has already entered the clouds of heavy fog.

Visibility dropped immediately. The boat disappeared, drawn into the blinding mist. Complete whiteout. Nothing remains but the creaking of wood on water and the flank of trees hitting the boat.

Twilight carefully looked around, cautious. "By the looks of things, we should very careful. We want to make sure that there are no threats waiting for us."

"But where?" Applejack added.

Rainbow Dash was straining into the fog as the calls continued. Massive, jagged sea stacks begin to emerge, threatening to rip the boats to shreds.

Rainbow Dash began to feel very uncomfortable and looked back at Twilight. "Twilight, are you sure this is the right way?"

"We are, look!" Twilight pointed at the other side of the ocean, and sailed passed an old abandon ship with wolf-face structures on front deck, revealing to be an ancient warship.

"We're definitely close." Twilight said from her heart, knowing that her instant are correct and never wrong.

Rainbow Dash pulled the boat into a turn, covertly following the straight path, avoiding the mountains. The order was called out from boat. The crunching sound was heard from the bottom of the boat. Rainbow Dash continued to fly though the path, but the deeper they got, the more strangeness was heard. Fluttershy and Rarity began to shiver in fear.

"This place is kind of creepy." Fluttershy shaken in fear as her eyes are glimpsing back and fore.

"You can say that again." Rarity said chipping her teeth.

Applejack and Pinkie Pie are shivering too, but just out of fear but from freezing as well. They're even starting to see their own breath. They all noticed the temperature suddenly changed, which was very strange to them.

"Why is it so cold all of a sudden?" Applejack feeling very cold.

Another giant shadowy figure loomed out of the fog. Twilight and the others looked closer only to discover that it was another wrecked warship, nearly half destroyed and covered in ice and snow.

"Wondered what happened to that?" Rarity asked.

"It must be back from the Legendary War." Applejack said.

Horrible moaning wind sounds are heard everywhere, becoming more terrifying. Rainbow Dash stared at the front one last time and steered to the last direction.

Rainbow Dash called out to the group. "Get ready everypony, I have a feeling we are very close to land.

"Really, when?" Pinkie Pie wondered.

Then the boat suddenly halted, almost like they hit something big. Everypony on the boat ran towards the side, looked out, and discovered burrowed into shallow snow-covered sand. Waves lap at the sides of the boat, which pressed against the shore of the island. Fluttershy looked into the air and spotted snowflakes dropping in like swallow rain.

Fluttershy felt a cold feeling on her nose, which happened to be a small crystal flake. "It's snowing?"

"It looks like we're in an icy land alright." Applejack noticed.

Twilight got up from the front and stepped out of the boat. The ground was cold and covered in snow.

Her legs are wobbly and cramped, but still strong enough for her to observe the area. This place was definitely no ordinary island.

Everypony on the boat hopped overboard, landing on a frosted beach. Twilight examined the view further and noticed the fog slowly clearing. Above them, was a giant snow covered volcanic mountains in the view.

Applejack gazed over the mysterious island, realizing where they are. "Is this….."

"Yes, we're here... the land of Imperiacus!" Twilight has finally said it out.

"Are you sure? How can you tell we're here?" Rarity said.

As in on cue, a sound of a wolf's howling was heard over by the mountains. Everypony turned toward the sound and froze.

Twilight got her answer, still listening to the reverberations of the howling. "I'm definitely sure." She smiled.

Author's Note

This was the last chapter when I took a year off because I've joined the Navy. But now I'm back to finish the story. If you wish to see the picture for the Guardian Wolves and the Nightwalkers, go to Deviantart with commander369.

The Land of Imperiacus

At the distance of the mysterious land, dark clouds of snow covered the entire landscape. It was only morning and yet the place doesn't shine any glimpse of sunlight anywhere. The place was a wasteland of new ice age. But the place had shown to believe that it was Imperiacus. An unchartered continent, a place that was thought to exist only in myth... until now!

Dead trees and old monuments are scattered everywhere on shores. Hot volcanic steam burst from the ground, bleaching warm white fogs everywhere. In the distance, the only sounds that can be heard are cries of black crows and vultures.

"Can you believe this? We're actually here….. in the land of Imperiacus." Rarity said before a splash from below, she stepped her hoof on a black mud puddle. "Eww… a quite repulsive place if you ask me."

"This place looks very dangerous. It looks no different than the place of Mortarn back in Equestria." Twilight worried.

Rainbow Dash rubbed her chin, confused. "Are we sure we came to the right place? This doesn't look like a very peaceful place for the Guardians to live in. This place gives me creeps."

"I don't think so either. This place is very, very, very, scary!" Fluttershy shaking in fear while hiding behind Applejack.

Pinkie Pie was jumping in excitement with no worries at all. "Don't worry everypony! After all, we are finally here! We are in the land of Imperiacus now! Home of the Guardians. This place is completely….."

In the distance, they heard the faint, strange roar of a very large animal. Pinkie Pie looked at everypony with her eyes wide and her smile faded. "…safe." She finished.

Twilight, Applejack, Rarity, Pinkie Pie, Fluttershy, and Rainbow Dash pursued on their travel. They passed though the beach of great stone ruins clearing out of the fog. Some of the stone ruins had wolf-shaped faces and canine body sculptures.

Fluttershy stared nervously at the ruins. She shrieked in fear when she saw a hideously, distorted wolf face of a fallen statue gaped up at her. She quickly flew behind Rainbow, spooked.

Rainbow Dash was also a little scared about this place too. "I really hope that we can to the right place? This isn't Imperiacus that I've read in the books. It's too quiet and creepy here."

"Come on, Rainbow Dash. Have a little faith. This place does kind of resemble for what I've read in the books." Pinkie Pie said with a little encouragement.

"Honestly, if those books ever mentioned anything when it comes to this much filth…" Rarity dusted off more mud stains off her hooves. "I would've never agreed to come along to this place."

Everypony walked off the stony beach and walked straight up to the sheer cliffs.

At the top of the cliff, they found a path up a dark, vaulted tunnel. They looked up the staircase nervously taking in the sight of the wolf skulls lining the walls. They pass though a field of half-buried broken tombs, containing fossils of wolf and giant bats still wearing their old rusty armors.

They make their way over large stone blocks and clambered out of the ruined tunnel and made it out to the field above the snow cover sharp mountain. Twilight and the others climbed the highest peak and walked on a narrow rim of the snowy cliff.

Rarity lost her balance and fall backwards. Applejack quickly grabbed her by the tail. Rarity was dangling precariously on the edge of a sheer cliff on the land's inner ring, opening up to the black abyss beyond.

"Hang on there, Rarity! I've gotcha!" Applejack still holding tight to Rarity's tail.

Twilight and the others came in to help Applejack. With full effort, they pulled Rarity back onto the icy surface and tremendously relieved.

"We have to very careful. Who knows what kinds of danger will await for us here? We have to stick together and find the wolves' villages before things get worse for us." Twilight warned as she led the others.

Everypony turned and stared cautiously and wondered at the frozen area before them. The whole place had shown no sign of life or any clues of civilizations. All the view shown was a land filled with snow, dead trees, and huge icy boulders. The land's cold surface cracked and melted as ice slowly breaking apart and huge chunks of ice calved away.

Applejack kept looking around the frozen area, feeling very anxious. "I'm definitely not so sure about all this, y'all."

"This can't be Imperiacus, can it? This place is too dead and freezing." Rainbow Dash shivering in cold.

Twilight stopped on track, agreeing with her friends. "I really don't know either. We've followed every directions and information back in Equestria. We've even left off at the right beach and took no turns. There's no way we could have mistaken." She scratched her head in confusion.

"Maybe we should head back to the boat." Fluttershy requested softly in fear.

"Too late now. We can't just give up now." Twilight rejected.

Rarity backed up on Fluttershy's suggestion, because she doesn't want to stay in that freezing place any longer either. "Actually, it's a great idea. We could turn right around, get back to the boat, sail away from this dreadful place, and find another land. Won't that be much better?"

Rainbow Dash nodded in full agreement. "Yeah, I think that's a better idea, right Pinkie Pie?"

Rainbow Dash looked to Pinkie Pie's direction and realized that she gave no answer but silence, because as usual for Pinkie Pie, she has her tongue stuck on an icy spike, attempting to lick the frosting. Rainbow Dash groaned in grief.

"We can't give up. If we all just give up hope now, then all of Equestria will die. We have to keep on moving." Twilight headed off, leaving Applejack and the others no choice but to continue on with Twilight's lead.

A few miles later, Everypony walked in a single file line across the mysterious frozen land, shielding themselves from the huge blizzard of freezing cold wind.

Applejack looked around them, anxious and noticed the Rainbow Dash was shivering manically. "You alright, Rainbow Dash?"

"I'm freezing out here!" Rainbow Dash looked at her side and felt numb in her unmoving wings. "My wings are frozen solid! I don't think I'd be able to fly!""

Applejack looked around, anxious. "Perhaps we should turn around. There's nothing out here. If we keep on movin' we're going to freeze to death." She called to Twilight.

But Twilight didn't turn around to respond to Applejack as she stay perfectly still, watching straight forward in front of her.

Applejack galloped next to Twilight, worried why she was ignoring her. "Twilight, what's wrong?"

Twilight quickly interrupted Applejack by placing her hoof on her lips. "SHHHHH… something is heading this way."

Twilight and Applejack heard a nearby howling sound coming in front of them. They looked for the source and saw nothing but the snowy wind ahead. At first she thought it was her imagination until another howling sound was heard again, except this time it was lot closer. Twilight looked ahead and focused carefully. With the blurry wind covering the path away, she tried harder and harder until she began to witness a pack of silhouette figures walking around the distance.

Twilight examined the figures closely and realized that the blurry figures are wolves. "Is that…. them?"

Applejack cleared her eyes and looked closer. "I can't tell…. It's too hard to see."

"Why don't we ask them ourselves?" Pinkie Pie jumped up as high as she can and screamed out to them. "HEY WOLVES! YEAH, HEY YOU OVER THERE! WE'RE RIGHT HERE! OVER HERE! OVER HERE! OVER HERE!"

The loud cry made the figures spotted them and started running towards them.

Pinkie Pie kept on waving her hooves while jumping up and down to be sure that the pack won't lose track of them. "LOOK! THEY ARE COMING THIS WAY! YAHOOO! WE'RE SAVED!"

Applejack has mixed feelings about this. She saw the upcoming pack heading to them. After seeing them in a closer view, she gasped in horror, knowing that something was wrong. "Um... Twilight.. Pinkie Pie, those aren't wolves..."

Twilight and Pinkie Pie was surprised what Applejack has said. They took a much deeper look as the pack coming closer. Applejack was right, these are not wolves at all, but creatures that resemblance to real wolves, but their bodies are comprised entirely of twigs, logs, and leaves.

"TIMBERWOLVES!" Everypony screamed and ran for their lives.

Everypony ran deeper in to the snowy field and found themselves running through a field of trees in an old haunting looking forest. The howling cry of the Timberwolves was heard for the tree lines. Now, the howling was answered from distant icy quarters. The howling was responded quickly by multiple Timberwolves as they all head to the call.

They soon find themselves virtually chased by Timberwolves from both distant and near. Finally, more pack of Timberwolves emerged from the forest, coming their way.

With no escape, Twilight and the others ran deeper into the forest until they reached a dead end.

The Timberwolves moved into the hunting formation, causing Twilight and her friends to be surrounded by a large gang of Timberwolves closing in on them.

"DON'T EAT US! WE TASTE BAD!" Pinkie Pie cried helplessness on the ground with her eyes closed.

Applejack and Rarity fearfully hold on to each other, Rainbow Dash was flightless because of her frozen wings, and Fluttershy was too scared to fly or to move a muscle. They're trapped.

Twilight tried to scare them off by threaten them with her purple-glowing horn. But they are clearly doomed.

Finally, one of the Timberwolves jumped in the sky and ready for the kill. But then, a huge mouth emerged from the trees and snapped the Timberwolf in its jaw, killing it. All of the other Timberwolves flee away into the forest.

It was another wolf-like creature except this one was almost the size of a two-story house, glowing yellow eyes, and the entire body literally made out of solid ice. The Ice Wolf swallowed the Timberwolf, faced Twilight and the others and let out a loud roar.

"RUN EVERYPONY!" Giving Twilight and the others a chance to sprint away, the Ice Wolf chased after them.

Everypony raced through the forest, dodging trees, leaping over fallen logs, smashing through bushes while the Ice Wolf pounding ever closer in pursuit.

The chase went on a little more, when suddenly Twilight and her friends fell down the edge of the cliff and slide down a steep slope. Angry, the Ice Wolf leaped down after them, pursuing them while sliding down, its icy claws swiping like a bear fishing for salmon. Twilight and the others ducked under as ice claws slashed past them.

Twilight and the others tumbled to a stop at the bottom just as the Ice Wolf landed hard right behind them. They got back up and start running off again. The Ice Wolf was hot on their trail, getting closer and closer.

The hideous Ice Wolf was still crashing after them, pushing off trees and boulders away in its path. Everypony ran in a blur, dodging between tree trunks as the icy giant shredded the forest behind them.

They kept running a few more meters until Twilight spotted an edge of a cliff just up ahead. They stopped breathlessly and looked down to noticed a giant waterfall with a hundred feet drop with a freezing river down below

Twilight looked behind and gasped as the Ice Wolf was closing in on them, she had to think fast. "When I give the signal! We jump!"

"Are you crazy?! Do you see what's down there?" Rainbow Dash outraged.

"Do you have a better idea?!" Twilight shouted at her for other suggestions.

A rumble from the general direction of the Ice Wolf caused the other ponies to look up at it in fear, and saw the coming closer. Everypony gulped in nervousness when they are ready to follow Twilight's plan.

Twilight lowered down, preparing for a jump. "On my mark….. One… two… three… JUMP!!!!"

Twilight and everypony all dived outward with all their might. The Ice Wolf's jaws snapped shut just inches behind them as they flew out into open space and disappeared down the throat of the thundering cataract, splashed down into a swiftly moving river.

Just above them, on the cliff, the Ice Wolf howled in defeat which echoed across the area and ran back to the woods.

Down below the river, Twilight burst through the surface and gasped for air. The water was freezing. She crawled panting and gasping to the riverbank, collapsing on the snowy and muddy ground, her body was completely covered in thick ice and snow.

With her last ounce of strength and magic, she levitated all of her unconscious friends out of the freezing water and placed them gently beside her. She was shivering uncontrollably, her lips blue and her teeth chattering. Twilight was unmoving, just staring into space. She knew the truth. She can't go on anymore. She saw Applejack, Rarity, Pinkie Pie, Fluttershy, and Rainbow Dash are not moving. The killing cold water has finally taken its toll.

What's worse was that the stormy blizzard was getting stronger every second. Huge chunks of snow and ice were now rampaging everywhere. Twilight and her friends lied slumped on the ground on the riverbank halfway buried in snow.

Their eyelids are closed and their bodies are barely moving. The ponies have acted very brave and strong till the very end. But now, they are very weak, hurt, tired, and cannot go on anymore. They are freezing to death. It's over, they've lost all hope.

"No….. not like this….." Twilight weakly whispered as she tried to move. She still doesn't want to give up especially since she was so close to accomplish her mission. But no matter how hard she tried, she couldn't move an inch. She tried desperately to stand up, but the strong freezing wind kept blowing her back down.

It was hopeless. She shed tears and whimpered to her loss of hope. "Princess Celestia….. I'm sorry… I'm so ..sorry… I've failed…." She whispered her final words. She laid flat down on the snowy ground as she slowly closed her eye, waiting to accept her fate.

But then, a strange illumination lighted her face and her eyes slightly opened. She blinked a few times, weakly as she raised her head and faced the source of the glow.

A group of glowing figures walked before her, like a vision of an illusion. They seemed to be like angels in a suit of armor, calling to her. They slowly walked closer toward her, as the blizzard wind faded away; she saw that they are wolves, but not Timberwolves or an Ice Wolf. They are ordinary wolves wearing shinny golden armors, they were the Imperiacus wolves. It was a surprised for Twilight, thinking of all the effort and hard work to find them, instead they found them.

They were stunningly beautiful, just as she imagined they would be. The wolves settled toward her. Unafraid, Twilight extended her hoof, trying to reach for them to help or to touch. One of the wolves responded as it grasped her hoof and held her up.

The other wolves done the same to the other ponies, pulled them out from the snowy ground, placed them on their backs, and carried them together down the hill, deeper into the darkness of the mountains below.

Suddenly the darkness shined the area with golden light. Down deep below the mountains laid a hidden city, an Empire made out of pure gold, patterns of brightly glowing lines, and some enormous wolf monuments appeared below them. It was the city of the wolves, the capital city of Imperiacus.

The unconscious Twilight was stunned and surprised as her eyes gazed upon the great city. The wolves were descending until they traveled them across a between the lines of the golden bridge, we see a dark surface of wolf-like designed buildings. They came across a tower that stretched upward from the curving surface and descended a large opening of an entrance.

The wolves were picking up speed, running faster as they carefully carrying the unconscious ponies on the back and rode them to the opening. Twilight stared around in awe as she was carried through walls blur past her. She noticed she was passing through a maze of tunnels, taking her and her friends unknown. Twilight managed to hold herself awake for a few moments, but her strength has been used a lot and too weak to stay strong. Finally, Twilight twitched her eyelids and began slowly to close her eye, slowly, and slowly until the view was nothing but darkness.

Entering to a large bedroom, Twilight and her friends are sleeping peacefully on the large bed. They snuggled and snored loudly as a sign to show that they are indeed alive and well.

As the other continued sleeping, Twilight was the only one who began to slowly open her eyes, waking up from her peaceful slumber. She blinked a few times and moved to the edge of the bed. Twilight slowly recovered, sitting up as her head began to clear from drowsiness and exhausting.

"What happened?" Twilight said half asleep. She began looking around the mysterious room and noticed that this was not her room, but a fancy luxury room with wolf-like symbols printed on walls and floor. It didn't took her long enough for remember and realized where she's at.

"Wait, where am I?!" She quickly looked around to find her friend and spotted them on the bed, sleeping soundly.

"Girls! Oh thank Celestia. You're all safe." Twilight signed in relieved.

Next, she heard a slight whispering of three children's voices somewhere in the room. Over by the half-opened door are three small figures peeking though, speaking quietly to each other.

"Look, she's awake." The first figure whispered.

"I've never seen a real-life unicorn before." The second figure whispered.

"Shhh... She'll hear us." The third figure hushed the other two.

Twilight searched around the room, trying to find the source of the whispering voices, and soon she discovered them, who are now shocked with surprise for being caught.

"She saw us! Quick Run!" The shadow figures jumped away from behind the door and ran away.

But Twilight didn't mean any harm, but she was confused about where she was and how she got here. She chased after them, wanting some answers. "Wait!" She barged out of the room and spotted them running over at the end of the hallway. "Wait! Come back!"

Twilight ran faster to catch up with the figures through tightly winding corridors. "Hold on! Wait just a minute! Come back here!"

The three figures didn't listen to what she said. They just kept running and running. Twilight followed them over the hall. "Wait! I just want to talk to you! Please!"

The figures rushed down the golden stairs and ran outside though the giant two-way doors.

"Please, I won't hurt you! I just want to talk!" Twilight quickly ran down the stairs and made to the door. She opened the doors and made it outside. "Please, I just….." She was speechless when she saw a huge city in view, a city literally made out of pure gold, with skies filled with floating mountains with other smaller cities built on it, huge gigantic waterfalls with tons of rainbows shinning out of the water, and thousands of different spices of wolves walking through the populated streets.

Beautiful beyond imagination. Twilight watched over the magnificent landscape of the skyline, through the gleaming capital city, modern yet timeless.

Then she heard a snapping sound of a small tree branch and spotted the three small figures, hiding in the bushes about ten feet away from her. She looked closely at them and noticed that the three figures are little wolf pups. One was brown with yellow hair, the other light blue with brown hair, and the last one light black with purple hair. They are clinging to each other and shivering in fright, watching her.

Twilight slowly walked towards the three scared pups. "Wait! Don't be afraid. I just want to…" Then without warning, a huge black wolf in golden armor jumped in her way, growling at her with its sharp teeth showing.

"Whoa there. Easy now!" Twilight shivered as she slowly back away from the vicious wolf.

The mad wolf growled even louder, as a predator instinct for adults to protect the young. But this wolf was very merciful, as all Imperiacus wolves are. They must question the enemy before they strike for the kill. "Who are you?!" The Royal Wolf Guard threatened.

Twilight sweat nervously and too scared to talk, and then she heard the voices of her name being called out to her from behind. It was Applejack and her friends, seeming they have been following her all the way outside.

They exited the building and united together with Twilight. "Twilight! There you are! We woke up when we heard you yellin' and…." Before Applejack could finish, more Royal Wolf Guards, looming in the area, they were surrounding Twilight and her friends.

"Um… are we in trouble? Because everywolf don't look very happy to see us." Pinkie Pie asked nervously.

"What's going on here? What is the meaning of this?!" Rarity trembling in fear.

"Where in tarnation are we?" Applejack worried. She looked at Twilight who was also confused.

The crowd of growling wolves closed in on them, sniffing, leering, and aggressive. Twilight and the others grasped very closely together as they shiver in fear. All the wolves are very suspicious at the scared ponies, after all it has been over centuries since wolves have ever seen unicorns, pegasi, and earth ponies.

The wolves were curious, they all began sniffing them very closely and start touching their smelling noses all over the ponies' bodies. They sniff out any suspicious scent, smelling their faces, ears, arms, hooves, legs, and even their butts and tail, which was making Twilight and the others very nervous and extremely uncomfortable. But they have to bear with it, if they want to earn their trust with the wolves.

After the wolves finished their smell, they all huddled up and whispered to each other. Twilight and the others are very curious, wondering what plans they have for them.

"What's happening, Twilight?" Fluttershy quietly whispered to her.

To answer Fluttershy's question, Twilight asked nervously to one of the Royal Wolf Guards. "Um... What's going on?"

The Royal Wolf Guard replied. "Everywolf are deciding whether we should eat you."

Everypony gasped in horror. "EAT US!"

Twilight immediately stepped forward. "WAIT, YOU CAN'T! THIS IS ALL JUST A MISUNDE…."

Twilight's action caused all the wolves to jump, forcing all Royal Wolf Guards to restrain her. But they all freeze as a commanding male voice echoed through the crowd.

"ENOUGH!"

Everypony and everywolf looked back and saw a male green wolf, with grey hair, glasses, and a fancy suit with a top hat. His outfit was very elaborate, denoting him rank as mayor of the city.

"I shall speak to these intruders myself personally." Said the green wolf as he walked face to face with the ponies. The wolves stared silently as the mayor circled slowly around Twilight and the others, examining them from tail to faces. "Who are you?"

"Um… Hello… um… I'm Twilight Sparkle…" She responded nervously.

"I am MoonHowler, Mayor of this city. I would like for you to answer some few questions. Where are you from, ponies?" Mayor MoonHowler asked harshly.

Twilight didn't hesitate. She knew the answers to his question and spoke out. "We are ponies from Equestria."

The word "Equestria" cause whispering around the crowd of wolves. The wolves knew the land, but only heard it in legends and myths.

"Equestria, huh. So what are Equestria ponies doing here?" Mayor MoonHowler asked with displeasure.

Just by looking at the angry wolf interrogating her, Twilight was too scared to answer. "Ummm… well…. You see….."

Applejack quickly stepped in, helping her agitated friend answer his question. "We seek Prince Eclipso and the Guardians to help us fight for Equestria. Our home is in grave danger."

"You seek help from us?" The Mayor chuckled in amusement. "We have already done our part for Equestria in the Great Legendary War thousands of years ago. How troubled are you ponies that you need help from us again?"

Applejack looked back at Twilight. "Tell them, Twilight." She encouraged Twilight with a gentle pat on the back.

Twilight took a deep breath "Because Equestria is being destroyed by your old enemy. He's back… Bloodfang has returned."

Hearing that name caused all of the wolves' gasped expressing shock and spreading frightened whispers everywhere, knowing that the evil dark lord has returned.

"THAT'S IMPOSSIBLE! BLOODFANG IS DEAD. WE DEFEATED HIM AND HIS NIGHTWALKERS! WE FOUGHT AND WON THAT WAR! THIS IS ALL A LIE!" Mayor MoonHowler yelled outrageous.

The entire crowds were also outraged. They yelled and screamed out full of doubts and mockery. Twilight was in trouble, knowing the fact that she have failed to earn the wolves' trust. But then, Rainbow Dash came in and spoke to the angry crowd.

"No! This is not a lie. Our friend here is telling the truth. The Nightwalkers are back and if all Equestria falls into their claws, they will soon come for Imperiacus!" Rainbow Dash cried out.

"Please, we're begging you! Please look into your hearts and believe us that we are telling the truth!" Fluttershy begged with tearful eyes.

All of the wolves stopped in thought after seeing the scared pegasus and began whispering to each other again. Only this time, it was full of confidence.

But Mayor MoonHowler will not take that chance and just trust them. "I've heard enough! That's it! You ponies had your chance but now it is finally settled." The mayor screamed out to the crowd. "EVERYWOLF! LISTEN UP! TONIGHT WE FEAST! TONIGHT WE ARE HAVING BEEF DINNER FOR THE FIRST TIME IN CENTURIES!"

The crowd snapped out of reality and agreed to the mayor's decision. They all cheered in thousands as Twilight and the other shivered and hugged tightly together in fear.

"WAIT PLEASE!" Twilight begged.

"IT'S THE TRUTH! PINKY PROMISE!" Pinkie Pie shouted desperately.

"YOU WOLVES ARE MAKIN' A BIG MISTAKE!" Applejack shouted.

But the mayor doesn't want to hear it anymore. He ordered the Royal Wolf Guards. "SEIZED THEM!"

All of the Guards began pointing their spears and swords at Twilight and the others, threatening them to arrest and prepare for their harsh punishment. But as soon as they are about to be taken into custody, the three small pups that Twilight was chasing earlier jumped in the way to protect Twilight and her friends. They growled viciously at the Royal Wolf Guards and threatened them to stay back.

The mayor was furious at the pups' behavior. "What is the meaning of this?! What are you three pups doing? Why are you defending them?"

"Because we believe them!" The brown pup proudly shouted, causing all the other wolves gasped in surprise.

"DON'T BE A FOOL! THESE PONIES ARE PLAYING WITH US! THEY ARE MOCKING OUR RACE!" The mayor growled angrily.

The blue pup jumped in, getting in the way between the ponies and the wolf guards. "If Twilight and her pony friends are really that desperate enough to travel all the way out here, just to ask us for help. Then, we believe in them."

"Yeah, we trust them. Especially when it comes to this, no living creature would dare make a false story when it comes to Bloodfang. With something this important, we have to at least hear their side of the story." The black pup shouted out.

The mayor was angered. "Lies. All lies. If this is true then where's the proof!"

"You can't just doubt them just because they don't have any proof." The brown pup shouted.

The blue pup nodded in full agreement. "Yeah! What gives you the right to make the decisions here in Imperiacus?"

The mayor growled in impatience. "I am the mayor of the city! I'll make the decisions for the good of our race."

The black pup scoffed. "You may be the mayor, but you are not our King. You don't make all the rules here!"

"Why you little…" The mayor's face was burning red and his ears blowing out smoke. "Guards seize them too! They will be punished for their treachery!" The mayor's order for the Royal Guards began to resume action.

"Wait!" One of the wolves from the crowd finally spoke up. "The younglings may have a point. We shouldn't take any risk about this, do we?"

Female wolf nodded. "Of course not. We all know that we should have more sense than this. I believe we should give these ponies a chance of revelation."

"That's right. It like Prince Eclipso has always said to us. Every living creature deserves a second chance." Male wolf pointed out.

"We should give these ponies a chance to speak to explain themselves. If Bloodfang is truly out there in Equestria, then it is up to us as Imperiacus wolves to prepare and take action for this upcoming threat." Another male wolf suggested.

"I believe we should take this to trial and speak to the Council of Elders about this. They'll know what to do." Old male wolf demanded.

All of the wolves in the crowd nodded and fully agreed to their final decision.

Mayor MoonHowler knew that this debate was over and has no choice but they give the wolves of Imperiacus what they decided for themselves. "Very well then. We shall settle this over the Council of Elders."

Twilight and the others all signed in relief and relaxed for a moment.

Mayor MoonHowler walked towards Twilight and the others with an irritated expression on his face. "Report to the council building in six hours." He looked down at the three pups. "You three better be sure that you take them there." He rudely turned back and left. The entire crowd began to move out as well, preparing themselves before the hearing.

"Phew, that was a close one. I thought we're going to be goners." Pinkie Pie signed in relief while whipping the sweat off her forehead.

"Thank you so much for helping us! We really appreciate that!" Twilight smiled at the three pups.

"As shucks, it was nothing." The little brown Pup blushed.

"No really, if it wasn't for you three, we will all be locked up like a rattlesnake in a old pickle jar." Applejack said.

"Don't mention it. After all, this is what all Imperiacus wolves were supposed to do. It is in our law and nature to always trust in ourselves in others." The little blue pup said.

"I know that I should be grateful that you helped us, but I'm just wondering. Why would you stood up for us when all the other wolves won't?" Rainbow Dash asked curious.

The brown pup's smile turned to a serious frown. "Is it true? Is it true that Lord Bloodfang has returned?"

"I'm afraid so, little ones." Twilight said with a frown.

"Yeah, I saw it myself with my own eyes." Pinkie Pie said while pulling her eyes from her eyelids. "Bloodfang has returned." She spoke in a spooky voice.

"What you said is true. Then it is our duty as Imperiacus wolves to protect the world from evil and destruction. This is what we've been waiting for!" Said the black pup proudly.

"That's right. It is the Guardian way to protect the innocent and the weak. This can also be our big chance to prove ourselves that we can become Guardians." The brown pup said excited.

"We've never dreamed that we would finally be granted the privilege." Said the little blue pup cheered.

Pinkie Pie giggled at the cute pups. "You little ones have a big dream, don't you? You three want to become Guardians yourselves, right?"

"That's right we are….. The Neo-Guardian Apprentices!" All three pups said together as they pose like superheroes with an exploding background behind them.

"Awwww... That is so adorable!" Rarity squealed in delight.

"Now, aren't you three the sweetest and the cutest puppies we have ever seen." Fluttershy said in a sweet tone.

"Hey! We are not sweet, we are not cute, and we are not puppies!" Said the little brown pup offended.

"That's right. We are wolves. We are bad, we are brave, and we are tough!" the little black pup cried.

That may be said but the blue pup began to chase after his tail while running in circles. All of the ponies expressed pure glee of the puppies' cuteness. "AWWWWWW..."

The brown pup groaned at the blue pup. "Really?!"

"Seriously! You have to do this now?" The black pup slapped himself in the face from embarrassment.

Twilight giggled softly. "By the way, what are your names?"

The blue pup stopped chasing his tail and introduced himself first. "I'm FrostStar. It is nice to meet you."

"Call me…. Tornado." The black wolf said while making an "awesome" action pose.

The brown pup smiled. "My name is MudSlik …..and welcome to the capital city of Imperiacus…. Wolftopia!"

"Nice to meet you. I hope we can all be good friends." Twilight giggled and smiled as she and everypony had made their first wolf friends here in Imperiacus.

Author's Note

Now that they have arrived, what will they do. If you wish to see the picture for the Guardian Wolves and the Nightwalkers, go to Deviantart with commander369.

Welcome to Wolftopia!

Over the beautiful city of Wolftopia, MudSlik, FrostStar, and Tornado were giving Twilight and her friends a tour around the city. They were amazed how big and beautiful Wolftopia was. The city was a collection of high-tech skyscrapers and intricate spires. Seemingly everything was built entirely out of pure gold and diamonds, large crystals structures with sweeping terraces top many of the cliffs, gleaming pyramids, statues, and columns surrounding many palaces. They realized this was like Equestria except only wolves rule the land with more advance civilization.

Twilight amazed, basking in the in the amazing sight. "I've never knew that Imperiacus could be so beautiful."

"It is gorgeous here. Just gorgeous!" Rarity signed in delight by the view.

"You girls haven't seen anything yet." MudSlik winked at them.

The pups and the ponies are now both happily marching down the street to the happy beat. Now the three pups were merrily strut down the street and sang in unison. They reached at the crowded part of the city.

SONG: Welcome to Wolftopia!

(MudSlik began to sing while he and his friends give Twilight and the others a tour around the city.)

(MudSlik)

This is our home!

This is our paradise!

This is our empire!

(FrostStar)

There are some many places to see!

We welcome you to see how wonderful our world is!

(Tornado)

Come look around and be amazed!

Come gaze your eyes to our lives and smile!

Be amazed of our life in this land can go on!

(Now all three pups are merrily walking down the street and singing.)

(Neo-Guardian Apprentices)

Welcome! Welcome to the land of Imperiacus! Welcome to Wolftopia! The home of the wolves!

(They all walked though the city as everywolf heard the music and all sang along.)

The home of the wolves! We welcome you to Imperiacus!

(Two Window-washing wolves rolled down the side of a building cleaning windows and sang along.)

There are so many adventures to go!

Where can you begin!

(Next, a group of work-crew wolves are efficiently making repairs on the streets.)

The question is how to start!

We welcome you to our great and wonderful nation!

(Windows opened up and down the block so that house occupants can sing along with the ones on the streets.)

(Choir)

The home of the wolves! We welcome you to Wolftopia!

Welcome! Welcome to the land of Imperiacus! Welcome to Wolftopia! The home of the wolves!

(Clean-up wolves are lumbering along the sidewalk, scrubbing, sweeping, and emptying trash.)

This is our city that brings us all to life to our land!

(MudSlik)

Everybody's welcome here!

Everybody welcome to our city!

(FrostStar)

You are welcome to explore our world and feel the joy of our ways!

We ain't got any worries here because this is a place of hope!

(Tornado)

I know you're gonna like it in our city!

We hope you all enjoy our world!

(Choir)

Welcome! Welcome to the land of Imperiacus! Welcome to Wolftopia! The home of the wolves!

(MudSlik)

Everything's gonna be alright!

(FrostStar)

Where everyone is beautiful!

(Tornado)

Where something interesting happens every day and night!

(Everywolf in the whole city block.)

Welcome! Welcome to the land of Imperiacus! Welcome to Wolftopia! The home of the wolves!

(The singing slowly ended for the pups and made a stop at the broad avenue.)

"So, what do you girls think?" FrostStar asked.

"That was truly amazing!" Twilight shouted with joy.

Rarity's eyes sparkled as she was amazed by the tour. "I have seen so many fabulous places back at Equestria. But this place, it is far more beyond my expectations. Everything is so glamorous and dazzling."

Pinkie Pie jumped up high in excitement. "You said it! This place is so big and shinny. I could almost see myself everywhere!" She repeatedly stared at her reflection on every houses and buildings on the block, bothering lot of pedestrians and home owners.

"Yeah, this place is awesome. This is exactly how I'd pictured Imperiacus to be like. But I never thought that I will be able to see it in real life." Rainbow Dash squealed with joy.

Every square inch of the city gleaming blindingly in the sun, the group started on the road and walked towards it. Down the block, everywolf are working hard by scrubbing, polishing, and vacuuming every spot in the city.

"Everywolf here are workin' pretty hard to keep their city clean." Applejack amazed.

"That's because, tomorrow is the day when our Prince forms the eclipse!" FrostStar mentioned.

"Your Prince? You mean…." Rainbow Dash suspected.

The pups lead them to the edge of raised platform, overlooking at the center of the city hall. Standing below, a massive golden statue of Prince Eclipso rested on the crystal stand.

MudSlik pointed his paw down at the large golden statue of their leader. "Behold the great and proud, Prince Eclipso! The ruler of Imperiacus and the king of all wolves."

"Almost every creature in the world has their own special unique magic, but Prince Eclipso has the most powerful magic in the world, the creation of life." FrostStar said.

"Once every hundred years, our Prince uses his magic to create the great eclipse and restore our home world to a new century of life." Tornado lectured.

"It's true, he even created our once lifeless land and turned it into a powerful empire. A metropolis where all wolves can live together in harmony." MudSlik said.

Applejack whistled in impressed. "Whoa nelly, Prince Eclipso sure is an amazin' fella. He's probably more powerful than Princess Celestia and Princess Luna."

"No wonder why everywolf are so loyal to him." Fluttershy said.

MudSlik shook his head. "We're not just loyal to him... we all worship him as a god. After all, it was our creator that gave our Prince his powers in the first place."

FrostStar nodded. "We all obey his every command and his leadership."

"Such as protecting ponies in Equestria, right?" Twilight realized.

"You're right, Twilight. Because Prince Eclipso cares for all the ponies and wanted to protect them, we show our trust and gratitude to support him without question." Tornado pointed out.

"I've never thought he was like that? It'll sure be nice to meet him." Twilight wondered.

"Yeah, meeting Prince Eclipso would be nice and all… But I think it'd be better if we meet the Guardians instead." Rainbow Dash said to everypony as they all nodded in full agreement.

"If you girls really want to meet the Guardians, we would be happy to take you to them." MudSlik proposed as all five instantly gathered around them.

"REALLY!" Applejack, Rarity, Fluttershy, Pinkie Pie, and Rainbow Dash screamed around the pups.

"You know the Guardians?!" Rarity said as her eyes sparkled like diamonds.

"Of course we know them. They're our masters." FrostStar replied awkward.

Tornado snickered by the girls' excitement. "We can't call ourselves Neo-Guardian Apprentices, if we're not their apprentices."

"You mean, you guys can introduce me to Mudshield!" Applejack excited.

Rarity gasped in delight. "I can finally meet Bladesword!" The excitement was too much, she fainted.

"I really want to see First Aider! I want to see him heal all the poor, sick, and wounded critters!" Fluttershy begged.

"Cherrybomb! Cherrybomb! Cherrybomb!" Pinkie Pie screaming while excitedly jumping.

Rainbow Dash leaned frantically up into their face. "Please! You guys gotta let me see Thunderbolt! I'm his number one fan!"

"Sure, we'll take you to them." MudSlik agreed.

Twilight giggled by her friends cheering happily. "I'm happy for you girls. But you can go on without me."

Applejack looked at Twilight in surprised. "You're not comin' with us, Twilight?"

"That's okay. I'll just be in your way. Beside, they are your heroes. You girls should take this perfect opportunity to spent time with them instead of worrying about me all day!" Twilight requested.

"That may be, darling… but what about you? You can't just leave you here all by yourself." Rarity concerned.

"I'm sure I'll find a nice quiet place to keep myself occupied for a while." Twilight relaxed.

"Then we'll take you anyplace you want." MudSlik rubbed his chin, thinking the perfect place. "How about the park, the café, the library, or…."

Twilight gasped in joy after hearing that last word. "The library?! Why didn't you say so?! The library would be perfect for me!" She stopped and startled as her growling stomach was heard.

MudSlik heard the loud growling sound from the ponies' stomach. "Are you girls' hungry?"

Twilight blushed in embarrassment. "We're very sorry. It's just that we got mixed up in all sorts of trouble since we've left Equestria. We haven't eaten much on our way here."

"Don't worry, Twilight. We'll help you out." MudSlik smiled.

"Let's get you girls something to eat first before we take you to them." FrostStar offered.

"Thank you!" Twilight felt very appreciated.

"How very thoughtful of you!" Rarity pinching FrostStar's cheek.

"So, where are we headin'?" Applejack asked.

"We know the perfect place where there's plenty of food for you and your friends to fill those empty stomachs of yours." Tornado jumping up and down in excitement.

The scene cut to a large restaurant, the three pups leaded the ponies toward the front door and entered. The place was huge. It was filled with golden tables, diamond decorated fountains, and crystal-like flowers set up on every corner of the room. There were lots of customers, every seat was almost filled with the presence of a very properly-dressed, off-white wolves going to tables and writing everywolf's orders.

"This is the place. Come on, let's go find a table." MudSlik suggested.

The pups led Twilight and the others toward a long, low table surrounded by golden plates and silverware with colorful pillow seats. The ponies sat at the left side of the table with the pups sat on the opposite side.

Applejack reared up happily. "Yee-haa! I'm so hungry; I could eat a whole basket of apples with full jar of sweet apple cider."

"Yeah, I'm starving! Finally, we get to have some real food and not some brown gump or giant roasted insects." Rainbow Dash's tongue stick out in disgust.

"Really? That's strange. I thought the food tasted really good to me." Pinkie Pie rubbed her head in confusion.

Twilight giggled as she looked at the three pups. "I really want to thank you three for doing this for us! This is very sweet of you."

"Don't sweat it, Twilight. We're always very happy to help!" MudSlik said proudly.

"Thanks guys, I'm really... "Twilight was interrupted when Applejack whispered to her.

"Ummm... hey, Twilight. Is it just me or is everywolf here have been starin' at us?" Applejack whispered silently.

They all looked around and noticed that some of the customers are staring at them in complete confusion.

Twilight chucked nervously as she and her friends are being watched. "We don't seem quite welcome here though."

Fluttershy worried. "I hope they're not mad at us for something that we've done."

"What! What did we do?! What is something we did?! Was it something we said?!" Pinkie pie gasped in a thought. "Or maybe we did both?! What have we done?!"

"No, it is not something you girls have done... It's just that, well… to tell you the truth." MudSlik scratched his head. "You girls are the first ponies that everywolf in Imperiacus has ever seen before."

"Really, you mean you wolves have never seen ponies before? But I thought..." Applejack said.

"That was thousands of years ago. Times have changed around here." MudSlik said.

FrostStar nodded his head. "Yeah, we've lost sight of many creatures since the end of the great Legendary War."

"So, is Imperiacus the only land in the world where only wolves live?" Twilight questioned.

"That's right. Almost every different kinds of wolves in the world lives in Imperiacus. "FrostStar replied.

"Just like everypony in the world lives in Equestria." Rarity mentioned.

"That also explains why there aren't any wolves in Equestria. The only kind of wolves we saw back home are only Timberwolves." Fluttershy pointed out.

MudSlik growled in anger. "Timberwolves! I really hate those guys! They're such freak and monsters!"

FrostStar let out a big smile to Twilight and the others. "But don't worry. We are nothing like those guys. You don't have to worry about anything."

The waiter rolled in a cart filled with a variety of food, everypony chimed in their request. The waiter removed the long napkin draped over his arm; he placed a small tray of small kolaches on Twilight's table.

MudSlik reached out for a kolach. "All right girls, have a taste of some appetizers."

Everypony reached to take one each of kolaches and took bites. Everypony are enjoying the flavor taste of the food.

Twilight was delightfully chewing on her kolach. "These are really good!"

"They smell really delicious and taste pretty darn good!" Applejack said with mouthful.

Pinkie Pie stuffed the whole kolach in her mouth. "Yum! Yum! Yum! You wolves sure know to cook!"

"The bread here in Imperiacus taste much better here than in Equestria. It is so soft and warm. Especially the center." Fluttershy pointed at the sausage in the center of the bread. "What is this stuff? Is this steam carrot?"

"It's pork." FrostStar said mouthful.

"What is pork?" Twilight asked curiously.

"Pig meat!" Tornado answered loudly for them.

Twilight, Applejack, Rarity, Rainbow Dash and Fluttershy's eyes bugged out in horrified shock and disgust. They spitted out a mouthful under their table, choking and gagging in their mouths. The pups on the other hand chewed happily with theirs and swallowed it.

"Now that's good eating." MudSlik licked his lips.

Rainbow Dash was scrubbing her tongue with her napkin. "Oh man! I can't believe our mouths just had a tasted of meat!" She murmured.

The servant returned and placed a bigger tray on their table.

"All right, here comes the main course!" Tornado excited.

On the tray, it was a whole roasted chicken, replete with a decorative arrow piercing its bloated stomach.

Applejack was shaking in disgust and horrified. "For some reason I'm not very hungry anymore." She whispered.

"Oh no, that poor chicken." Fluttershy covered her mouth with her hooves as she quietly shrieked. "And its head's gone!"

"Alright girls, dig in!" FrostStar offered as he chow down on a chicken leg.

Twilight and the others really wanted to leave the restaurant and vomit outside. But they don't want to hurt the pups' feelings, especially since they offered them free food. They have no choice but to pretend they're enjoying the meal and forced a big smile.

They stared horrified at the three pups enjoying biting off the flesh from the roasted chicken's wings and legs. They happily chewed on the meat in their mouths and gulped it down their throats.

"I think I'm going to be sick." Rarity whispered in a shocking trance.

Tornado munching in his mouth. "So good!"

Another servant put down another plate. Everypony stared at an enormous steaming pile of deep-fried fishes on the platter. The pups grabbed one of each and bit off the heads and pulled out the bones from the lifeless bodies.

Fluttershy whimpered. "They are eating fishes! They are eating 'dead fried' fishes!"

"Twilight, we can't eat this!" Applejack murmured to Twilight.

"I know, I'd completely forgotten that wolves are carnivores." Twilight noticed the three pups were aiming very puzzled looks her way. Twilight quickly forced a smile and chuckled. "Delicious! We love them!"

MudSlik made a squeaky grin. "You're welcome! There's plenty more where that came from. So please eat as much as you want!"

FrostStar smiled. "Yes please, it's all on us!"

Twilight forced a giggle, feeling guiltier. "Hehehe... Great!"

Rainbow Dash tried so hard not to barf. She turned to Pinkie Pie with a soft growl. "Still think this is good food, Pinkie Pie?" Her eyes widen in shock as she saw her pink pony friend enjoying the feast.

Pinkie Pie even slammed her whole face into her full-plate of chicken meat, grease and chicken juice smeared all over her countenance. She gave her friends a big grin. "You bet! This stuff is amazing! Delicious! This food is so good, maybe more delicious than all the other tasty food that we have eaten these past few days!" She licked her entire face with her tongue and smiled happily at them.

Rainbow Dash covered her mouth from vomiting. "I'm... going to... puke."

"Now girls, let's not be rude here." Twilight smiled awkwardly, trying to convince her friends to stay focus.

At the other table across the room, Twilight and the others noticed two wolves were fighting over a big roasted duck. They both grabbed each end with their mouths and started a tug of war. The sound the roasted duck's flesh tearing in half was heard at their table. Twilight groaned in dizziness, Applejack's face turned green, Rainbow Dash was really trying hard not to barf, Fluttershy began to shed tears from sadness of cooked critters, and Rarity was still in a shocked trance with her eyes wide opened.

Fluttershy whimpered and tears started trailing down her cheeks. "Is there anything more vile than this?!"

Now more trays are whisked in by servants and placed with a steamy covered bowl on their table. The pups removed the top and sniffed the soup with a pair of rabbit ears sticking out of the bowl.

"Yum! Rabbit stew, our favorite!" Tornado said as he and his friends stuffed their faces in the rabbit stew.

Pinkie Pie came behind the pups. "Hey, let me have some of that!" She too stuffed her face in the rabbit stew, slurping all together.

Everypony were petrified as they all watched the pups and Pinkie Pie eating every meat on the table. Twilight barely managing to force her words out, dropping sweats from her forehead. Applejack's face turned greener and dropped her head flat on the table, Fluttershy's hooves covered her face as she quietly sobbed, Rainbow Dash's stomach couldn't take it anymore and puked under the table, and Rarity did nothing but stayed perfectly still without blinking her eyes.

Twilight noticed that Rarity wasn't moving at all, her body was frozen solid. "Rarity..? Are you okay?" Twilight gently tapped her in the shoulder, Rarity leaned back and came crashing backwards in a dead faint!

A while later, the pups and Pinkie Pie walked happily with their satisfied tummies. Looking back, Twilight and her others were trailing by several steps, their dizzy heads nearly touching the ground, groaning in discomfort.

The pups stopped in front of a huge building. "We're here, Twilight!" MudSlik called out to her.

Twilight and the others focused back from their nauseating minds and realized they have arrived. It was a huge golden library with statues of wolves stand on both sides of the stairs. Twilight was stunned by the sight. "Is this the library?"

Twilight saw the pups nodded and gazed at the building. "Wow, I've never thought it would be so huge." She stared happily back at her friends. "Girls, this is perfect! With a library this big and the amount of books that they'll have, I'm sure I can keep myself busy for hours."

"Yeah, I'm pretty sure you will." Rainbow Dash giggled because she knew Twilight very well as a complete egghead.

"You sure you're goin' to be alright without us? It's not too late to change your mind." Applejack concerned.

"You can always come with me, Twilight. I wouldn't mind if you come along." Fluttershy suggested.

Twilight shook her head and smiled. "You girls have waited a long time for this moment. Just go out there and meet your heroes. You girls have nothing to worry about. I'll be fine."

"Just please be safe, darling. I don't want anything happen to you while we're away." Rarity said anxiously.

"Come on, girls! Let's get going!" MudSlik and the pups called out to them, leading the way.

With the other four already on their way to follow the pups, Applejack stayed and gazed at Twilight. "We'll be back for you in a few hours, Twilight. We promise." She waved Twilight goodbye and went off.

Twilight waved her friends goodbye and walked up the stairs. She opened the doors in a gleam of light to expose a hall filled with a massive room with shelves of books.

Twilight went inside and gesturing to shelves of books. "Wow, just look at this place! It's enormous! This is probably the biggest library I've ever seen in all of my life. There's probably millions and millions of books here, probably more than at the Canterlot Castle or at the Crystal Empire."

She walked at the main center of the library and noticed that there's not a single wolf in sight, the entire building is completely empty. "Geez... Doesn't anywolf here read books anymore?" She went on further and finally found the fiction novel section. "I wonder if they have all of C.S.N's books here? Maybe reading those books could expend me some time before my friends return." She thought to herself.

A short time later, Twilight was inspecting the shelves, walking up a latter to check every book cover. She rolled the latter and swiped all the books clean off the shelves. She stacked up many books nearby and began searching the right one.

Twilight has a steady stream of levitated books moving past her and was sending one after another onto a huge pile of rejects. "Hmm... they're not here. They don't have any of them here." Twilight got up and walked off the hall, leaving behind a pile of books on the ground.

She walked to the main desk and faced the librarian on the counter. Twilight couldn't see his face because he was hidden behind a newspaper. "Ummm... Excuse me, sir. Do you have any of the collection of books written by the author named C.S.N?"

She asked the librarian, but didn't reply back. "Because I'm a huge fan of the author, so I was wondering if you have…" Twilight noticed the librarian wasn't paying any attention to her. "Ummm, excuse me, but are you listening to me?"

"Excuse me? Excuse me!" Twilight said, but still no answer. The librarian was still hiding behind the newspaper with no movement.

Twilight waved her hooves around to get his attention. "Hey! Hello! Sir?!" But still no response.

Twilight was getting exasperated and finally pushed the newspaper down. "HEY! I'M TALKING TO YOU!"

Twilight stopped with sudden realization. She slowly pushed down the top of the paper, revealing that the wolf was... asleep. He was a grey wolf with purple spiky hair, snoring in his chair.

The librarian woke up after hearing her shouting. "Huh, what!... Who are you?"

Twilight calmed and cleared her throat. "Umm… Hello, my name is Twilight Sparkle and I'm here to ask you about a book that I'm trying to find?" She smiled.

The librarian yawned. "What are you doing here anyway?"

Twilight frowned. "Um… As if you didn't know, but this is a library, right?" She mentioned.

The librarian looked around and noticed. "Oh right, so it is. So why are you here then?"

Twilight cried out a loud groan. "Well as you can see! I am here to look for a book that I really want to read and I'm asking you to help me find it."

"Look, there are plenty of books here. What more do you need?" The librarian pointed out.

Twilight growled in annoyance, furious by the librarian's attitude. "Hey, I'm sorry that I've interrupted your beauty nap! But I'm just here to look for a book called "The Little Lost Unicorn" authored by C.S.N... So do you have it here or not?!"

The librarian chuckled. "I'm sorry but we do not have those kinds of books here in this library. Try the comedy section; it might approve your exposition of common sense." He rudely insulted.

Twilight was steaming mad. "That was very rude of you! And what do you mean you don't have those kinds of books? Don't you realize that those books are probably one of the world's greatest and the most beautiful books ever written? It teaches you about love, family, and friendship. How could you not have those kinds of books here?"

"Look, lady! This is Imperiacus, not Equestria. We do not share your interest for reading any dumb pony books." The librarian yelled.

"Excuse me?! Who do you think you are anyway? Aren't you the librarian? Isn't this your job to help others find books that they wanted?" Twilight yelled back.

"Hey, life isn't fair!" The Librarian shrugged.

"More like you don't care about your job at all!" Twilight cried out.

The librarian grunted. "Why would you want that book anyway? I mean, that book is a kind of stuff that only ponies would like to read."

Twilight slapped her face in irritation. "Geez, I don't know…. Maybe it's because I'm a pony!" She urged him to look at her.

The librarian took a closer look at her and noticed. "Oh, so you really are a pony."

"Yes, now you can see that I am not a wolf. I'm a pony... And not just any pony, I'm a unicorn." Twilight revealing her horn at him.

"So, what's a unicorn doing here in Imperiacus?" The librarian carelessly asked.

Twilight growled louder. "In case you didn't know, but I came here from the land of Equestria!"

"So let me get this straight. You're telling me that you came out here all the way from Equestria just so you can find a dumb book. That's not very smart, you know!" The librarian shrugged.

Twilight snarled through her teeth. "Listen to me! I don't have time to argue with you! All I wanted is to find a book that was written by the author named C.S.N! Do you have it here or not?!"

"No! We don't have your kind of books here and if you don't like it... why don't you just go to another library then." The librarian yelled back and held his newspaper back up.

Twilight stood up, slamming her front hooves onto the table hard. "FINE THEN! MAYBE I WILL!" She voiced an exasperated groan and trotted away, walking out of the library. She stomped hard in anger down the stairs and back to the streets.

"Ohhh… the nerve of that wolf! I can't believe they made him the librarian. Thanks to him, I don't have any place to stay for a while!" Twilight grumbling as she walked down the empty streets, she was stumbling and awkward as she walked down the unfamiliar street. She began to feel uneasy, not knowing where to go. "Maybe I should've just gone with my friends after all. I don't even know where I am anymore... Oh, can this get any worse?"

As she passed by an alleyway, she spotted three mean-looking wolves just up ahead; they were looking at her with sinister smiles on their faces.

"I spoke too soon..." Twilight chucked nervously as she quickly turned the other way. She walked very fast, trying to avoid them. But as faster as she walked, she could hear multiple footsteps coming close behind her.

She was suddenly grabbed from behind by a pair of strong furry paws. Before she could cry out, she was pulled out of the wind into the alley and slammed against the side of the building. The three mean wolves have surrounded her. Twilight's looking around for help, but it's late, cold and empty building around here.

"Going somewhere, pony?" The first wolf threatened.

Twilight was shaking scared against the wall. "Umm... Sorry, but I have to leave now! I need to go find my friends!"

The second wolf chuckled manically. "Oh, don't worry. Your pony friends will be joining us shortly, right after we're done with you."

"Wait, please don't! I mean you wolves no harm!" Twilight whimpered in panic.

The third wolf grabbed her by the neck and slammed her harder against the wall. "You ponies think you're all great, huh?"

Twilight chocking. "Huh, what are you… talking… about?"

"You ponies think you're better than us with all of your magic, love, and your stupid girlish friendship stuff." The first wolf disgusted.

"No, wait! I've…. never said… anything like that... Really!" Twilight struggling.

The third wolf tightened his grip on Twilight's neck. "We're going to teach you a lesson for what happens to any stupid ponies who dares run into our turf."

The second wolf laughed. "You will make a perfect example to the other ponies when you make a fool out of us."

"I'm sorry…. I'll give you anything you want… Money? Books? A free paid meal?!" Twilight begged.

"Oh, you don't have to worry about that. We've already have our free meal right here." The first wolf licked his lips like a hungry dog.

"Please don't do this! Please don't hurt me! Please!" Twilight cried.

"Gosh, guys, look at those big innocent pony eyes. Which choice we should do, guy? Slow or extremely painful?" The second wolf requested.

"It makes me even hungrier. Let's eat her in both choices!" The first wolf drooled.

"PLEASE DON'T! HELP! SOMEPONY! ANYWOLF! HELP ME!" Twilight screamed loudly.

The gang laughed and commented on her helpless cries. Tears began to streak down the side of her face as they show their sharp teethes and growling viciously. Suddenly, they are no longer alone.

"LEAVE THAT PONY ALONE!"

The gang looked to the entrance of the alleyway as well as the source of the voice. Twilight was able to turn her head just enough to see the figure, silhouetted across the street. It was the librarian.

"Hey, mutt, beat it! We're doing something here!" The first wolf shouted angrily.

"I said, let the pony go and scram!" The librarian demanded.

The second wolf grunted. "What's your deal? Why are you defending this pony?!"

"Ponies or wolves. We do not hurt girls!" The librarian growled.

The first wolf has impatient; he walked towards the librarian until… "Why don't you just get lost, you stupid..."

Suddenly, the first wolf was interrupted when he began floating in the air by a purple levitation aura. He flew backwards off his feet, pushed hard and slammed hard into the wall, creating a huge crater.

"We hurt guys who hurt girls." The librarian growled as his eyes flashed a bright purple.

"WHY YOU!" The second wolf charged at the him.

The second wolf jumped for an attack dive. But in mid-air, a giant purple transparent human-like fist appeared and punched the diving wolf. A single blow sent the wolf flying backwards and crashed into the ground.

It took a few seconds and two bodies lay unconscious on the ground. The librarian turned to the third wolf who is shaking in fear. He released Twilight and began crying on the ground, begging for mercy. "Oh please Eclipso! Please don't hurt me! Please don't..." But, the librarian didn't accept as his eyes blasted the crying wolf with purple energy beam, crashing him to the wall. The librarian grabbed him and pushed him back to the wall by the neck.

"Please... I'm sorry!" The third wolf sobbing.

The librarian's eyes glowed brighter, out came more of his magic when a flying purple transparent blade appeared and was placed at the third wolf's neck.

"You will be!" The librarian viciously scowled.

Finally, the sharp point of the transparent blade began to change into real solid metal. Inches closer to his furry skin, making a small cut on his throat.

"NO!" Twilight's voice shouted out.

The librarian looked back and saw Twilight begging him to stop. "Please, he said he was sorry. He paid for his crime. So please don't kill him!"

The librarian grunted in disappointment and released him. The wolf screamed away as he ran off, leaving behind his two unconscious friends.

Shaking from fear, Twilight was still laying on the ground as the librarian walked his way over to her. He was standing right over her head, looking down at her with eyes full of concern. He extended his paws down to help her up.

Shakily, Twilight grasped his paws and brought herself to her hooves. "But... How did you know...?

"I've came looking for you because you've made that mess in the library. I didn't expect you would run into trouble." The librarian interrupted.

"I'm not talking about that! I'm talking about what you've just did right now! You just used unicorn magic, didn't you?!" Twilight said dumbfounded.

The librarian groaned as he felt unappreciated. "Well, you are very welcome!"

"That's impossible! You're a wolf! How could a wolf know how to use unicorn magic? Twilight questioned.

The librarian grunted. "Why do you look so surprised? You act like you've never seen a wolf doing unicorn magic before."

"That's what I'm talking about! I've never did! Only pony-like creatures can do that kind of magic." Twilight irritated.

"What? Do you think you ponies are the only ones who can learn magic?" The librarian chuckled. "Magic comes from within our hearts. It is the soul and energy all around us that creates it. But it can only be achieved by years and years of studying and training. You don't need horns or be a unicorn to learn that." The librarian rudely tapped his paws on Twilight's horn.

Twilight slapped off his paws away. "But that wasn't just ordinary unicorn magic you just did there. That was advance magic. That's hard even for me!"

"Well maybe you ponies are not the only ones who can do better at magic after all." The librarian replied.

"Hey! What's that suppose to mea..." Twilight felt pain on her left leg.

The librarian noticed. "What's wrong now?"

"Ow... Those wolves really hurt my leg when they attacked me." Twilight rubbing her wounded leg.

The librarian looked at her leg and noticed a big cut mark. "Looks like you got a big wound here. How about I take you over to my place?"

"Um... Your place?" Twilight said cynically.

"I got some potions over at my house that could help you heal your leg fast." The librarian offered.

"Wait a minute, wolf! How do I know that you're really trying to take to your place to help me? How do I know that you're just trying to trick me so you can take me to your house to eat me?" Twilight said suspicious.

"Suit yourself. You don't have to believe if you don't want to. But if you really want your leg to feel better then you'll just have no choice but to follow me. Either way, I don't care. And don't call me wolf, my name is Saros." He walked off, leaving the injured unicorn suspicious for his generosity. But the fact that he's right, she decided to follow.

Saros led Twilight back to the library. They went back inside and head to the back room.

"You actually live in your library?" Twilight stunned.

"It's a perfect quiet place to live in." Saros opened the door, inside was a large room with a kitchen, stairs, fireplace, and furnitures.

Saros prepared a cushion for her and walked off to the next room. "Sit tight. I'll be right back."

"Wait, where are you going?" Twilight asked curiously.

"To the kitchen." Saros replied.

Twilight gasped in shock with her horn flaring. "I knew it! You're going to the kitchen to get a cleaver, are you! You really are trying to eat me!"

Saros sighed annoyed. "Sheesh, Calm down, will you! I'm just going to make a nice cup of tea while I get the potion ready, ok?"

Twilight's horn powered down and slowly sat down on the cushion. "Alright, I'll trust you for now, but if I found out that you're lying..."

"I promise I will not do anything suspicious. Just sit tight, relax, and wait for me until I return... and don't touch anything." Saros walked away and disappeared into the kitchen.

Twilight waited in the living room and looked around. The area was like an old museum. There are dust and cobwebs on every corner of the walls, though everything seem to be untouched.

She waddled though on the dusty floors. "Wow. Just look at this place? It's a mess." She brushed the dust off her filthy hoof. "Seriously, doesn't this wolf ever heard about personal cleaning?"

There are framed photos on the walls of Saros with all sorts of celebrities. She passed a glass shelf with many award statues of olympic medals, sports trophies, and military medals. Her eyes caught a view of a giant bookshelf, full of hundreds of books. Some of the books are about spells, romance, fiction, fairytales, and magic.

"Although for a grouchy wolf, he sure has a lot of books here. This place looks like an exact replica of my place. What are the odds?" Twilight giggled to herself.

She waddled a little further and noticed a study desk with a stack of familiar-looking books. "Huh, what books are these?" Twilight levitated one of the books and was stunned what she saw. "The Little Lost Unicorn, author by C.S.N." Twilight was surprised that her favorite book was here of all places. "What?! No way! I thought he said he doesn't have these kinds of books here."

She levitated the next book and gasped. "The Sad Pony Princess, author by C.S.N? He has this book too?" She picked up another. "The Pegasus's Love, author by C.S.N! You got to be kidding me?" And another until she realized that all these books was written by the same author. "He has the whole collection of them… I-I don't understand."

"I thought I told you not to touch anything!" A voice cried out.

Twilight startled and saw Saros looking at her from behind. She smiled nervously and quickly sat back down on her cushion. Saros brought the basket of potions and took out a vile. He opened it and smoothly rubbed the liquid on her leg.

After a few seconds, the cut mark vanished from her skin. Twilight was surprised and delighted that she can walk normal again.

"Geez, you shouldn't be touching my stuff without permission." Saros putting the vile back in the basket and placed in on the table.

Twilight leviated the 'The Little Lost Unicorn' book from Saros's desk. "Hey, I thought you said you don't have these 'dumb' books here?"

Saros snatched the book from Twilight and threw it in the trash can. "That's right! They're all dumb books. They're garbage. They all belong in trash so nobody could ever read them again."

Twilight quickly ran to the trash can and rescued the book. "Garbage! I don't think you realized what you have here! These books happened to be one of the greatest novel collections that were ever written. These books are special. They are classic masterpiece written by wonderful author who believed in magic and love. How could you treat wonderful books like this?"

Saros signed in annoyance. "Twilight, I've been with books all my life, more than you can imagine. I can always tell which books are special and which are garbage. And those books are all nothing but garbage."

"Maybe if you have read these books more, then maybe you can finally learn to appreciate how special they are."

"Listen Twilight, I don't read those stupid books..." Saros took a deep breath and faced Twilight "... I just write them."

Twilight was completely shocked from what she just heard, her lower jaw hanging down. "Wait, what did you just say?"

Saros growled in frustration and impatience. "I told you! I don't read any of my books. I just write them and these books are just stupid fictional tales created from my useless imaginations."

Twilight's mind was blank, stunned from what he just said. "No way, it can't be... Are you... C.S.N?"

Saros didn't say anything. He turned his head away from Twilight and closed his eyes in shame.

Twilight gasped from shock and surprised. "YOU'RE C.S.N!… YOU'RE THE AUTHOR OF MY FAVORITE BOOK OF ALL TIME. YOU'RE THE TRUE AUTHOR OF THE LITTLE LOST UNICORN? IT WAS YOU!"

Saros irritated by her loud voice. "Calm down, you crazy pony… my real name is Saros. C.S.N is only my pen name."

"Wait a minute! How do I know your telling the truth! How do I really know you're the author?" Twilight said suspicion.

Saros's eyes flashed and levitated a blank paper and wrote his initials. He gave it to Twilight who became very stunned to find the initials are exact identical to the ones in the books.

"I can't believe it! No, no… I take that back. I won't believe it!" Twilight panting manically. "This can't be real! Not only that I am talking to my favorite author! But what's more surprising is that my favorite author is actually a wolf!"

"So what if I am! You got a problem with that?" Saros offended.

Twilight scratched her head in confusion. "I-I don't get it. Why would a wolf like you be writing a book about love, friendship, and ponies? I thought for somebody who wrote pony books would be..."

"What do you expect? Did you really thought that your favorite author was a smart and talented stallion? A pony who was a master of magic, love, and friendship." Saros interrupted.

"No... um..." Twilight embarrassed.

"Well guess what! I was the one who really wrote those magical books about ponies and unicorns. Does that bother you?!" Saros questioned.

"No, I did not say that." Twilight replied.

"Just because I'm interested in mushy-girly pony stuff, doesn't that make me weird! If I like to collect pony dolls or writing collections of magical books about ponies... That doesn't make me a freak!" Saros shouted without thinking.

Twilight blushed. "No, of course not."

"Yeah, I'm sure you are..." Saros turned back with his head looking down the ground. "Now that you've finally know who your favorite author really is. I'm guessing you're so disgusted, you'll probably never want to read any of my dumb books again… Just like all the others."

Twilight didn't know what to say, still gazing at the purple-hair wolf with a crushed spirit. But because of her kind heart, all she could do was smile and say... "Never! I'll never be disgusted and I'll never stop from reading your books!"

Saros's eyes widen from shock. "What?!"

"I said I will always love your books! In fact, I can't wait to read your next book if it ever comes out!" Twilight smiled with a cheerful voice.

"You mean I'm still your favorite writer? Even after you've found out that I'm not what you thought I was. That I'm just a mean wolf who interested in pony stuff?" Saros surprised.

"That's right." Twilight nodded her head with no regrets.

"But why?" Saros puzzled.

"Because you wrote these books. You wrote these stories because you've believed in magic. When I read them, they make me really happy. And even if you think you don't believe in them anymore, but I know that deep down you really do." Twilight walked towards Saros and patted him on the shoulder. "I won't laugh at you. In fact, I'm very proud of you. I think it is wonderful for you to have a great hobby and I respect that."

Saros let out a little smile, feeling a warm inside his broken heart. "Wow... No one has ever said that to me before. Usually when they know about my hobby. They all just laugh at me and don't talk to me anymore."

"Well, I won't." Twilight said happily.

Saros saw her cheerful smile and smiled back. For the first time in his life, he felt like he finally found his match. The sound of whistling teapot was heard in the kitchen.

"The tea's ready." Saros grinned as he saw Twilight's joyful face. "Would you like to stay for some tea and snacks? Maybe we can talk a little longer and get to know each other better... That is, if you want to."

Twilight giggled with a accepted smile. "Definitely! I'd love to!"

Author's Note

Twilight finally meet her favorite author, but what about Applejack and the others? If you wish to see the picture for the Guardian Wolves and the Nightwalkers, go to Deviantart with commander369.

Prologue

Author's Note

This story was first published on Nov 2013 and still continuing. The story is an alternate universe like all fanfiction stories. This took place after season 3 episode Keep Calm and Flutter On. The song could be a little off because I am not a musician so don't complain about the song. If you wish to see the picture for the Guardian Wolves and the Nightwalkers, go to Deviantart with commander369.

Prologue

"Once upon a time, when the earth was young and new, there were always been the sun and the moon. It was the time when life began on the world. But as the years passes by, the earth ages."

"Soon after its hundredth year, the earth grows old and eventually dies. When that day comes, the sun and moon will shines its powers by combining itself into one powerful element called the eclipse."

"When the eclipse is formed, the moon's shadow spreads the seeds of life to the earth. When the moon passes over, the sunlight will shines the seeds and grows life of all living things, restoring to its former youthfulness for another hundred years."

"Even though, the eclipse could save the earth, it could not protect it. By using it tremendous powers, it circled the earth to selecting its warriors. In order to be chosen, it must be a race of cunning, strong, fearless, and confident. And so the eclipse has chosen the Wolves, a tribe that lives in a faraway land called Imperiacus. They are led and ruled by the great and proud, Prince Eclipso."

"The greatest threat the wolves ever faced were the Nightwalkers, led by the Dark Lord Bloodfang, an evil Demon Bat born from the power of death. He vowed that he would block the eclipse, preventing the world to be revived and destroy anyone to all who worship it. Reluctantly, Prince Eclipso gathered the six of his most powerful warriors ever known, the Guardians. And so began "The Legendary War", the greatest historical war between two of the most strongest species of the earth."

"After years of fierce battles, Prince Eclipso and his Guardians finally defeated Bloodfang and sealed him in a silver coffin and buried him deep in the ground. For their glorious victory, the eclipse gave Prince Eclipso the biggest responsibility of all. Once every hundred years, he will use his powers to combine the sun and moon to bring life to the world and harmony has been maintained ever since…."

The Cutie Mark Crusaders Adventure

Hours passed and so far, things are getting worse back on Ponyville, with its buildings and houses in ruins, smoke still rising. A column of Nightwalker Guards, led by a troll holding a Nightwalker Flag, marched on the street.

The entire town was being turned into a slave camp. The Nightwalkers had forced half of all the ponies to build a giant wall, with barbed wires on top, surrounded the entire town to make a fortress, so nopony could ever escape and the other half of the ponies are forced to built huge monuments and statues in Bloodfang's honor.

All the Nightwalkers laughed diabolically as they forced everypony to build and construct by dedicating to Lord Bloodfang.

"Work harder, ponies!" One of the Nightwalker Guard cried, snapping a whip.

Everypony was constantly working tiredly everywhere. Each different type of ponies was forced to work in separate task. The earth ponies are the field workers where they are forced to dig up the rocks and shaped them into square cubes. The unicorns are the movers where they can use their magic horns to pick up the cubes and carried away to stacked them with the others like building blocks. Finally, the pegasi are the air workers, forced to work in the sky as they maneuvered dark clouds into view to partially block the light completely.

"Hurry up! Keep working!" Nightwalker Guard shouted while snapping his whip to all the tiresome ponies. "Work harder!"

Everypony are working as hard as they can, but they are all so tired, thirsty, and hungry. They can't keep up. The only reason that kept them going was the frightening punishment that will await for them if they mess up.

"Faster! Faster! There's no time to rest! Work!" Nightwalker Guard snapped his whip in the air.

In the crowd of slave ponies, Lyra was mounting up the ramp with her magic horn levitating a full of bricks in the air. She tried to concentrate very hard getting those bricks up, but she was too exhausted to handle it. She then dropped all the brick, causing them to crash into the ground below.

"Lyra!" Bon Bon shouted to her unicorn friend as she collapsed to the ground.

"Water… water…. water….." Lyra cried as she lay nearly unconscious.

A Nightwalker Guard with a whip approached her. "What is this!? I thought I said no breaks! Get back to work! You stupid pony!" The Nightwalker grabbed her by the hair with his claws and then beat her mercilessly with his whip.

Bon Bon rushed out from her work station to stop this madness. "Please! Stop! Leave her alone!" Bon Bon ran in front the Nightwalker and blocked his way from Lyra.

"What did you say?!" Nightwalker Guard surprised and mad.

"P-Please… she just needs some water… please….." Bon Bon sobbed loudly while she held Lyra around her hooves.

"You dare speak to me that way?!" Nightwalker Guard growled.

"Please, Please….. don't…" Bon Bon begged whimpering for mercy.

The Nightwalker Guard called out to two trolls. "Guards! Sent these two to the slaughter house with the others! These two will make a good feast when the eclipse is passed."

The two trolls grabbed Lyra and Bon Bon and took them away. They were shouting for each other as they were carried off. All the other ponies can't do nothing, but stare in shock and fear.

The Nightwalker noticed all the ponies are staring at him. "What are the rest of you staring at!? Get back to work!"

All the ponies snapped out and continued working harder to prevent the same punishment with Lyra and Bon Bon.

Out of the working field, the two trolls dragged Lyra and Bon Bon away, but somewhere in the distance, they passed a small bush over by the street. As the trolls moved out of sight, the bush slowly began to move and then three pairs of eyes appeared from inside. The eyes moved to left and right to see if it's safe.

"I think, the coast is clear." A voice whispered out.

The three pairs of eyes disappeared and instead let out three little pony heads. It was Apple Bloom, Sweetie Belle, and Scootaloo. They were hiding in the bushes. Still hidden from the open.

Apple Bloom watch all the ponies work tiresome. "This is horrible, just horrible."

"Look what they've done?" Sweetie Belle shocked by the gruesome view.

Scootaloo growled angrily. "Why isn't anypony fighting back? Those Nightwalker Scumbags!" Scootaloo was about to jump out from the bush until Apple Bloom grabbed her by the tail.

"Don't Scootaloo!" Apple Bloom cried.

"I can't just sit here and watch those monsters torture them!" Scootaloo said while trying to struggle away.

"We can't show ourselves yet. It will blow our cover. If we're goin' to save everypony, we need to keep a low profile for now." Apple Bloom desperately explained.

Scootaloo stopped struggling and faced Apple Bloom. "But if we keep on waiting, everypony will be killed."

"And we will be killed if we strike now!" Sweetie Belle added to help point out Apple Bloom's decision.

Apple Bloom nodded. "Sweetie Belle is right, Scootaloo. We have to be patient. First, we have to find more ponies who is need of our help."

"I don't think there's anymore ponies left around here. Except the ones that are slaves." Scootaloo groaned.

"There has to be. There must be some ponies around here still hidin' like we are. I just know it." Apple Bloom said, refusing to give up without hope.

"But what if we do find some ponies, what then? What if they can't help us?" Scootaloo questioned.

"We have to try. Applejack, Rarity, Rainbow Dash, and the fate of Equestria depend on us now." Apple Bloom replied.

Scootaloo signed and nodded, deciding to go along with Apple Bloom's plan. Apple Bloom smiled and went on the next phase of the plan.

"Let's go." Apple Bloom said as all jumped out from the bush and slowly tip-toed to another smaller bush. When the coast was cleared, they lifted up the bush like a lady skirt and slowly walked out in the open and into the street. As they walk, they saw many Nightwalker Looters pour into the entire town. As they pass many stores and shops, Nightwalkers Looters were carrying out every valuables and pile them up in a rusty metal wagon, where two stallions are forced to pull.

They passed to the next block and watched all the Nightwalkers forcing all the ponies marching in a straight line and into their cages.

They walked through the next part of the street and saw many trolls smashing and collapsing down houses while waving their hammers as they dance to the destruction they just made.

The three fillies huddled together in terror, waiting for the sight to give way.

"Don't look, y'all. Just keep walkin'." Apple Bloom tried to persuade her friends from seeing the horror they are now witnessing to their home town.

The street deserted, houses with shattered glass windows, crumbling rubble all over the ground. The three fillies moved down the center of the path on this darkness night, paying close attention to anything around them, especially caught their attention of their entire town.

"Our home….. they destroyed everything." Sweetie Belle whimpered in sadness.

"It's all gone. Everything... All of Ponyville is nothing but a ghost town. I'm not sure we can do this." Scootaloo said with her feelings shattered.

"Come on y'all. If the Guardians can deal with these things, then so can we. We just need to….." Apple Bloom was interrupted when they heard the sound footsteps from the opposite direction, two Nightwalkers were approaching, moving through the ally. Apple Bloom, Sweetie Belle, and Scootaloo slowly backed away as they came closer.

"They're coming!" Sweetie Belle screamed with hesitating.

Apple Bloom quickly placed her hoof over Sweetie Belle's mouth. "Sweetie Belle! Quiet!"

But it was too late. One of the Nightwalkers paused, knowing he heard something; they all froze in their tracks.

Apple Bloom noticed that they have been heard. "Oh no... Quick hide!"

Apple Bloom, Sweetie Belle, and Scootaloo backed away and ran at the opposite direction. The Nightwalker walked in and started scanning the area.

"What is it?" Second Nightwalker said.

"I thought I've heard something." First Nightwalker replied curiously while twitching his two big ears to left and right.

"What?" Second Nightwalker asked.

"I thought, I heard a little child wondering around here somewhere." First Nightwalker growled.

"Then split out and search! Let nothing escape from us!" Second Nightwalker ordered to his companion.

They split up and searched the entire area. Apple Bloom, Sweetie Belle, and Scootaloo turned and stumbled down the empty street. They hid behind a half-destroyed house. The three fillies are lost, empty, aimless, tried to catch their breath in the aftermath of their fears.

They wandered down the street and passed through empty buildings with their doors opened; windows smashed, and burned rooftops. They need to find some place to hide.

They shuffled along, and then they came next to a cafe shop. No sign of life, but the door was wide open. They hurried inside. The three fillies wandered through the covered tables and broken chairs.

"What are we going to do?! What are we going to do?!" Sweetie Belle panicking while running in circles.

"We got to hide! Quickly!" Apple Bloom rashly said while catching her breath.

"But where! The Nightwalkers are out there and we're stuck in here!" Scootaloo shouted.

Then they heard an urgent hissing sound.

Apple Bloom paused. "Did y'all hear that?" Sweetie Belle and Scootaloo heard it to, and turned sharply and tried to find the source for that mysterious sound. They heard the hissing again.

"Who's there?!" Apple Bloom shouted with demand.

Now they saw a mysterious shadowy figure, hiding under the table.

"Quick! Over here!" A voice whispered out.

Apple Bloom, Sweetie Belle, and Scootaloo took a chance, they quickly hurried over and crawled under the table.

"Who are you?" Apple Bloom asked to the mysterious pony.

The mysterious figure began to clear as the light slowly illuminate the face of a light bluish gray pegasus with crossed eyes. It was Derpy Hooves.

"Hi, I'm Derpy." She gave them a small, reluctant wave, and then she recognized one of the fillies. "Oh, Hello Scootaloo!"

"Hey, Derpy." Scootaloo waved back with a little depression.

"You know this pegasus?" Sweetie Belle asked curious.

"Well, Rainbow Dash does." Scootaloo embarrassed.

"What are you doin' here?" Apple Bloom asked curiously.

Derpy started panicking and shivering. "Hiding from those things! Those things with metal masks, red eyes, the big scary-looking wings…."

"The Nightwalkers. Those were the Nightwalkers." Sweetie Belle corrected her meaning of her words.

"You mean, you been here all this time?"Scootaloo confused.

"Got any food?" Derpy asked when her stomach growled.

The three fillies shook their heads, their stomachs also growled when they heard the word "food".

"You three look like you haven't been eating much either." Derpy giggled.

Scootaloo shake her head. "Not ever since the invasion."

"I thought I was the only one left. I was so alone." Derpy cried out.

"Well, it's a good thing that you're not." Sweetie Belle said.

"Where'd you come from, anyway?" Apple Bloom asked.

"Cloudsdale." Derpy answered.

Scootaloo shocked when she heard her home town's name. "What happened to Cloudsdale?"

"Same thing that happened here, I guess." Derpy frowned.

"Even Cloudsdale is gone. These things are everywhere." Sweetie Belle whimpered sadly.

"How exactly is your little plan going to help save Equestria now, Apple Bloom?!" Scootaloo shouted at Apple Bloom.

Apple Bloom couldn't say anything but let out a big frown. Then, a growling sound was being heard from above the distance, three Nightwalker Patrols were moving in their direction. Quickly, the four ponies dived deeper under the table. Derpy looked towards the strange sound, unaware of the danger. The three fillies bolt from behind the cover, grabbed Derpy by the hoof.

"Are you crazy?! Get down, they'll see us!" Scootaloo dragged Derpy back under the table.

"What are we going to do?!" Sweetie Belle whispered in fear.

"I don't know, but we can't just sit here and wait for them to come get us?" Apple Bloom whispered quietly.

Sudden, the sound of wings flapping that was heard from outside suddenly stopped. Apple Bloom noticed it. "Wait! Y'all hear that?"

"I don't hear anything." Sweetie Belle said.

"Me too." Scootaloo said.

"Me also." Derpy said.

"That's what worries me." Apple Bloom worried.

Everything goes silent as a Nightwalker Guard appeared at the other side of the front door. The four ponies ducked out of the way, they stayed quiet and perfectly still as they watched a Nightwalker Guard, creeping though into the store.

The ponies immediately ducked to the side of the table and crouched low, sweating as the Nightwalker creep forward into the room, starting a game of cat and mouse.

The ponies were standing behind the table, watching cautiously, as the Nightwalker kept on searching the room.

Suddenly, the Nightwalker accidentally kicked a coffee cup, getting the attention as it focused on the cup roll slowly across the room, allowing the four ponies' enough time to climb out from under the table and stand behind a counter.

They remained quiet and steady as they slowly ducked underneath the counter table. But then... Sweetie Belle accidentally stepped on a squeaking crack on the loosely floorboard, drawing the attention of the Nightwalker. It heard this, and whipped around; looking for the source of the sound it just heard. It noticed that it came from behind the counter. It growled viciously and moved closer, closer, until it reached the front of the counter, it jumped up and looked down and saw… nothing, there was nopony there. It seemed the ponies moved on to another hiding spot just in time.

Making that a false alarm, the Nightwalker continued on the remaining search of the area. Finally after checking every corner the Nightwalker retreated back to the front door, it looked back for one final investigation of the room and walked right outside of the door. The Nightwalker was gone, been outsmarted by a couple of little ponies.

Back at the room, a small sound was heard inside a table cabinet. The small cabinet doors opened up and crawled out were Apple Bloom, Sweetie Belle, Scootaloo, and Derpy. They sighed in relief for a few brief seconds. They climbed out of the cabinets and stretched from the uncomfortable space from their hiding place.

"That was close." Derpy signed in relieved.

"Too close. We almost got caught." Sweetie Belle added.

"They must still know we're here. We better find a safer spot to hide for a while until this whole thing blows over." Apple Bloom said.

"Good idea." Scootaloo agreed.

The three fillies got up and head out, Apple Bloom turned her head back and noticed that Derpy stayed behind. "Derpy, come on. Let's go!"

"You want me to come along?" Derpy surprised.

"Of, course we do." Apple Bloom smiled.

"But, I-I can't do anything right. I kind of always….. mess things up. I could be sort of clumsy, reckless, and unlucky sometimes." Derpy said with a frown.

Apple Bloom walked up to Derpy and patted her on the back. "Let's go, Derpy. Nopony should be left behind."

Derpy smiled and nodded with acceptance. They both got up and headed out, Apple Bloom, Sweetie Belle, Scootaloo, and Derpy quickly head out though the back door and turned onto the street. The houses are dark, with windows broken, signs collapsed, and not a single pony inside. They stopped at the one place they knew, Mr. and Mrs. Cake's store, the Sugarcube Corner.

They stopped at the door and look out for any Nightwalker coming their way, when the coast was cleared; they walked towards the front door and barged in. When they got in, the place looked completely deserted. The whole store was dark and empty, there was nothing there but dishes, coffee tables, empty chairs, and baby toys in a basket. They listened for any movement, but the only sounds they could get are distant sound of Nightwalker's shrieking and ponies screaming outside.

They continued their search. They scanned the counters and under the tables. But they found nothing.

Apple Bloom looking under the table. "Nothing down here." She looked back to the others and sees what they found. "What about you?"

"Not a thing." Derpy said.

"I got a bad feeling about this." Scootaloo shivering in spook.

Then all of a sudden, they heard a creaking sound coming from the kitchen.

The ponies slowly stared directly at the kitchen doors and slowly walked towards it. They walked through the door and entered the kitchen. They stopped and started searching the whole room. Everything was empty here; there was no sign of life anywhere. But they did heard something, and they must investigate it. They decided to split up and search in every direction. They found plates, containers, cooking pan, and mixers, but not a single pony in sight. Apple Bloom still didn't give up, she still continued on the search. Apple Bloom kept scanning the area until she reached the corner of the kitchen, but then a small shadowy figure came up from behind Apple Bloom and formed an attack position. Apple Bloom sensed something was behind her and turned her head around. The shadowy figure hurled itself through an opening and laid a hard flying tackle on her, pinning her to the ground.

Apple Bloom looked directly right at him with fear. "Please, don't kill me!" Apple Bloom concentrated on the face on her tackler and recognized that purple skin and spikes on his back. "Spike?"

Spike suddenly stopped and recognized the little filly's voice and realized it was Apple Bloom. "Apple Bloom?" Spike apologized as he helped Apple Bloom up. "Sorry! I didn't know it was you. I thought you were one of those Nightwalkers."

Scootaloo, Sweetie Belle, and Derpy then came in and spotted Spike. Apple Bloom giggled. "Let's just be glad that we're not."

From among the shadows, Mr. and Mrs. Cake with their two babies (Pound Cake and Pumpkin Cake) emerged from the kitchen counters and signed a voice heavy with relief. "Apple Bloom, Sweetie Belle, Scootaloo, is that you?!"

"Mr. and Mrs. Cake!" Apple Bloom shouted in relieve.

Mrs. Cake ran up to the three fillies and hugged them. "Oh, you three are alive!"

"It's not just us." Apple Bloom gestured to Derpy Hooves.

"Hello, everypony!" Derpy wave to Mr. and Mrs. Cake.

The Cake family waved back, but mostly focused back to the fillies. "Oh, thank Celestia. Those Nightwalkers haven't caught you yet."

"Why are you y'all still here?" Apple Bloom said.

"It not just us either." A voice called out from everywhere around the kitchen.

The three fillies' eyes adjust; they recognized many of the neighbors, all crowded into this small kitchen. They saw everypony. Trixie, Cranky Doodle Donkey, Matilda, DJ Pon-3, and many other ponies.

Apple Bloom bounced up and down in joy. "I knew! I knew there are still some ponies left!"

Scootaloo walked over and face the crowd. "What is everypony doing here?"

"Our houses have been burned down."Cranky Doodle Donkey responded

"Those things were everywhere. They were on the streets, at the castle, and in the skies, too." Trixie said.

"We have nowhere else to go." Crescent Moon cried out.

"Yeah, they've even built that giant wall that is blocking the only exit out of here." Diamond Mint pointed out.

Apple Bloom then quickly remembered something very important, she went up to Spike in a rush action. "Spike? By any chance, is my sister here?

Sweetie Belle popped up in as well. "Yeah, what about my sister? Is Rarity here too?!"

Scootaloo shoved Sweetie Belle away. "Do you know where Rainbow Dash is?"

Spike signed in depression, knowing that he doesn't know the answer himself. "I'm so sorry, to tell you the truth, I really don't know. In fact, I'm also wondering where Twilight is."

"Twilight? Twilight is gone too. You mean, you haven't seen her either." Apple Bloom confused.

"Yeah, I haven't seen her all day ever since she left to Canterlot." Spike nodded.

"Then, how did you manage to find this place all by yourself, Spike?" Sweetie Belle asked.

Now that was a question that Spike can answer. "Oh, after Twilight left, she told me to head back home, mostly because she was so worried about my injured foot. But…um…." Spike nervously laughed. "I kind of…. stop by here and decided grabbed a little snack on the way….. but then all of a sudden those Nightwalkers attacked out of nowhere, they were everywhere and I haven't left since."

"What about the rest of y'all? How did y'all got here?" Apple Bloom said to all the ponies in the room.

"I brought them in!" A loud voice called out.

They looked up and cautiously stepped back, as a mysterious hooded figure leaped down to the floor, they saw the horned head as one of the hood was thrown back, shown the face of Princess Luna, Princess Celestia's younger sister.

"Princess Luna!" Apple Bloom, Sweetie Belle, Scootaloo, and Derpy shouted out at the same time.

"Welcome children." Princess Luna giggled.

"You're still here! And you're still alive!" Sweetie Belle said while shedding tears with joy.

Princess Luna nodded. "Yes, children. I am indeed. But still, they are still too much to do now."

"What about Princess Celestia?" Apple Bloom asked the Princess of the Night.

"Yeah, does anypony know what Princess Celestia is doing right now?" Sweetie Belle wondering.

"I'm afraid, the goody Princess Celestia has been defeated. Lord Bloodfang overpowered her very easily." A male voice said.

That voiced caused Apple Bloom, Sweetie Belle, Scootaloo, and Derpy to look around to find the source of the voice.

"Over here!" The voice directed.

Apple Bloom turned back her head and was surprised to see Discord, the former Lord of Chaos! "Discord!"

"What is he doing here?!" Scootaloo angrily shouted.

Spike crossed his arms and frowned. "The same question I've asked myself."

"Oh come on. Does everypony here still doesn't trust me." Discord stared to all the ponies with his puppy eyes, but unfortunately, that's not fooling anypony. "Party-poopers." Discord signed.

Discord's eyes returned to normal and finally let it out about his tale. "Same reason of course, finding a place to hide for a while. Those annoying flying rodents are buzzing everywhere. Now that the Princess is captured and now a prisoner in her own castle, where else is there to go."

"What he said isn't true, right?" Sweetie Belle whispered to Princess Luna.

"No way! That's… impossible!... is it?" Scootaloo questioned while staring at Princess Luna.

Princess Luna didn't say a word, but lower her head down in sadness, knowing it was true.

"Believe me children. I saw the whole thing myself." Discord signed.

"You were watchin' and didn't do a gosh darn thing to help her!" Apple Bloom yelled.

"Well, what am I suppose to do? Fight Bloodfang! That flying rodent will have me for dessert! Literally!" Discord then transformed himself into a shape of an ice cream cone.

"But you are the Lord of Chaos! Your powers should be equal to Bloodfang!" Scootaloo explained.

Discord surprised what he just heard. "Me equal to Bloodfang!? You got to be kidding me! Bloodfang is not just some kind of another magical powerful creature. Bloodfang is the spawn of darkness, the demon of the underworld if I've happened to mention. I wouldn't last ten seconds if I stand up against that monster!"

"As unfairly it sounds, I'm afraid he is telling the truth." Princess Luna admitted.

"What are you intend to do then?" Sweetie Belle asked.

Princess Luna cleared her throat and faced to the crowd in the room. "We will fight and win for our freedom, of course."

All of the ponies whispered and murmured around the room, while Discord only laughed at it. He magically took out a small tissue from his left ear and whipped the tears from his eyes. "Fight? Ha, are you crazy! The Nightwalkers are monsters! If we fight against them, they will kill us all."

"They're going to kill us all anyway." Princess Luna spoke back.

Discord laughed even more. "Fighting those things is impossible. If Princess Celestia couldn't beat them, what hope have you?"

"Probably last longer than you!" Princess Luna cried out.

"You wish! Just give up! We all know you are no match from the powers of Lord Bloodfang." Discord insulted.

"Giving up without hope, huh. That's what I've aspect from a creature of villainy." Princess Luna turned back away from Discord.

But then, Discord vanished and appeared in front of Princess Luna. "Oh, look who's talking, Princess Nightmare Moon?!"

Everypony was started to get very nervous about the incoming argument. Realizing that Princess Luna and Discord are about to get each other's throats.

Princess Luna growled when he called her by that name. "How dare you talk to your Princess in such a manner!"

Spike decided to step out of this. "Um….. I'm going to go look out." He slowly sneaked out of the kitchen with a nervous laugh.

"Please! That's enough. Fighting among ourselves is meaningless. Right now, let's just calm down and stop this yelling….. especially there are children here." Mrs. Cake urged them to calm down while holding their babies.

Princess Luna and Discord stared directly angrily at each other's eyes and slowly backed away.

"Very well." Princess Luna agreed.

"Fine." Discord accepted with his arms crossed.

Mrs. Cake signed a relieve and placed Pound Cake and Pumpkin Cake on their baby chairs and walked to the three fillies and Derpy. "You four look hungry. How about I get you something to eat?"

"You don't need to do that." Sweetie Belle politely refused the generous offer.

"Yeah, now that those things are all over the place. We might be here a while. So, we need to save as much food as possible." Scootaloo agreed.

Mrs. Cake giggled to herself. "There's no need to."

Mrs. Cake walked to the closet and opened the doors; everypony was shocked when they saw that the closet was filled with lots of cake, cookies, and cupcakes. There are like a million of them and plenty enough to go around.

"That's a lot of sweets." Apple Bloom amazed in shock.

"That's right, there's probably enough food that will last all of us for a whole month." Sweetie Belle said.

"They all look so yummy!" Derpy said with her mouth drooling from staring at all those treats.

"Mr. and Mrs. Cake, when did you two make all these?" Scootaloo asked loudly.

"These cakes were supposed to be our treats for the royal ceremony after the eclipse." Mrs. Cake explained.

"But now, these cakes are our key to survival." Mr. Cake said in a serious tone.

"You have really outdone yourselves, Mr. and Mrs. Cake." Apple Bloom smiled and snickered.

Mrs. Cake blushed red and giggled. "Yes, but never mind that, please help yourself."

Apple Bloom, Sweetie Belle, Scootaloo, and Derpy looked at each other and let out a big smile.

"Well, if you say so." Derpy smiled.

"Let's eat!" Apple Bloom, Sweetie Belle, Scootaloo, and Derpy screamed in delight.

They do so, scarfing the whole thing in one cheek-bulging mouthful and chewing noisily with her mouth open. Everypony reacted to this display of bad table manners and the loud burps, everypony looked at each other and smiled that followed it with a delightful laughs. But that moment was interrupted when Spike came running back to the kitchen. "Princess Luna! Princess Luna!"

"Spike, what's wrong?!" Princess Luna responded.

"There are Nightwalkers!" Spike screamed out, causing everypony to panic.

"What! Where?" Princess Luna asked.

"Outside! In front of the store!" Spike pointing outside.

"Oh boy, that's my cue." Discord snapped his fingers and disappeared in a flash of light.

Princess Luna nodded to Mr. and Mrs. Cake to take all of the pones back into hiding.

Everypony went back to their spots and went back to their hiding places. Princess Luna goes out the kitchen and walked slowly towards the window, she peered through the two inch gap between the red curtains. She saw in front of the store, are the two same Nightwalkers that were chasing Apple Bloom, Sweetie Belle, Scootaloo, and Derpy earlier. The two Nightwalker Guards, clustered around the road, they whispered and point. It's a raid. Now they move rushing out of view.

Princess Luna watched very carefully as she tried not to be seen, covering herself on the curtains.

Suddenly there are faces, beside Princess Luna's. It is Apple Bloom, Sweetie Belle, and Scootaloo.

"What is it?" Apple Bloom whispered worried.

They looked and saw the Nightwalkers, as they were dragging a middle-aged stallion onto the street. He was crying, pleading, like a whipped dog.

"Oh, my Celestia, it's those Nightwalkers again." Sweetie Belle gulped.

They watch as the stallion was beaten to the cage wagon. At this point, the stallion was lost completely, stopped pleading, grabbed on to a Nightwalker, clinging, screaming like a terrified child, like a pony who knew he was going to die. It's a horror.

"We have to do something!" Scootaloo begged.

"Do what?" Sweetie Belle surprised.

"I don't know…. do something… like, you know…. fight back." Scootaloo whispered in anger.

"Please, be quiet." Princess Luna quietly said to the fillies.

"But, they're going to kill him." Scootaloo climbed down the window and moved toward the front door. "I'm going to save him."

Then a blue aura levitated Scootaloo in the air. The blue aura was coming from the magic of Princess Luna's horn. "No. You must not." The Princess said.

Scootaloo tried to struggle out from the Princess's magic. "We must do something. We can't just let this happen."

Apple Bloom grabbed her by the tail and pulled her back to the window."What would you have us do? Fight with these monsters? They will kill you!"

"But…" Scootaloo said cynically.

Sweetie Belle patted Scootaloo on the back. "Look I know it's hard, but we must be patient."

"She right, Scootaloo… We cannot interfere… not yet. We must first have a plan….. and then we can save everypony. But until then, please forgive us." Princess Luna then closed up the curtains while the sound of the stallion screaming faded away.

Author's Note

Please review. Tune in next chapter. If you wish to see the picture for the Guardian Wolves and the Nightwalkers, go to Deviantart with commander369.

Ponyville's Resistance

At the center of Ponyville town hall, the huge clock tower stroked at midnight, ringing the bells loud enough to be heard all over the town. Every unicorn, pegasi, and earth ponies signed with big relieve, knowing that all of today's work was finally over and it's time for all of them to rest for the night.

"ALRIGHT, PONIES. IT'S MIDNIGHT! BACK TO YOUR PENS, NOW!" One of the Nightwalker Guards shouted.

Everypony stopped their task, walked out of their stations, marched out, and formed a single file line while Nightwalkers leading them to the gates of their cages.

They threw the doors and pushed a mass of huddled and frightened ponies inside.

Stallions, ponies, and fillies are herded off the work camps like cattle toward a large open yard. They huddle until the Nightwalker Guards began to shout and whip through the herb.

A rows and rows of fences topped with barbed wire all designed to create a separator for the thousands of ponies who pour through each day. The corridor came to a junction where it split in several different directions. Nightwalker Guards pushed the herb using whips, screaming and terrorizing a lot of them. Suddenly, it was clear what they are doing. They are dividing the herb into smaller groups.

Everypony marched in a column, under the command of two Nightwalkers, along with two trolls as bodyguards. They are being marched in to the gates and into the spiky metal pens.

"MOVE IT! MOVE FASTER!" One of the Nightwalker Guards screamed while swinging his whip.

Everypony did what they were told. They marched into their pens and cages without any resisting. After that, the Nightwalkers closed the cages and locked them inside.

The same was happening everywhere in the town of Ponyville, all pony slaves are now being sent to their place as the rest of the Nightwalkers are planning for tomorrow's task. Through the deserted town, came the view of Sugarcube Corner. The place was still lifeless outside.

But back inside the store, everypony are now resting down on the floor or sitting on every corner, cradled each other, trembling, and shaking in their sleep.

The only ponies that are still awake are none other than the Cutie Mark Crusaders. They tip-toed in the dark, passing though the field of sleeping ponies. They all walked silently to the door until…..

"Wait!" A voice whispered out. It was Derpy hooves. "Where are you girls doing?"

Apple Bloom signed, hoping to avoid anypony waking up for noticing them. "We're going out."

"You can't. You could all be killed." Derpy shocked.

"We have to go. I have to find my big sister. I have too." Apple Bloom said silently.

"But you can't go outside, not with those things still out there. It's too dangerous!" Derpy said.

"We only got one chance in this." Sweetie Belle pointed out.

"But we should all just stay put. We can't do anything but wait it all out. It will be a smart thing to do if we all just stay here inside until it's all over." Derpy said.

"We can't stay here forever! We have to find our families and Princess Luna. There may be more ponies out there who are need of help." Apple Bloom disagreed.

Derpy knew she had a point. "I know but…."

"Please Derpy… the longer we stay here, the worst it'll get. There won't be anymore food or water left. How long do we have until it's all gone." Apple Bloom interrupted.

"We can't stay here! We can't. If we stay here any longer, we'll all be dead." Sweetie Belle whimpered.

"Exactly! We have to get through this or else things are going to get worst!" Scootaloo added.

"We have to do this. Please understand." Apple Bloom was giving Derpy the big sad soulful eyes, causing Derpy to unwillingly surrender.

Derpy signed. "Ok."

"Thank you, Derpy." The Cutie Mark Crusaders turned back to the door, when they're about to head out…

"Wait! I'll come with you!" Derpy whispered back.

The three fillies reacted with a shock, but also a little gratitude. "Really?!"

Derpy smiled and nodded.

"Are you sure you know what you're doing. As soon as we walk out this door, there's a chance we'll never get back in." Scootaloo warned.

"Yes, I know. I want to live too and if we're going to die anyway. I want to die trying my best." Derpy responded.

"Thank you, Derpy." Apple Bloom said with happy tears.

"Yeah, thanks." Scootaloo smiled.

"Come on, let's go." Sweetie Belle said as she quietly walked out the door.

The rest followed her and tip-toed out the door and outside. Apple Bloom was the last one to leave, she halted for a second and looked back at the room full of sleeping ponies inside. "We'll be back for help. I promise." She walked out quietly and slowly closed the door behind her.

After a moment outside, they looked all around and gasp in shock. Their point of view of the town has gotten worst, the town was official now lied in ruins, the sky was being completely covered under a dark bloodied clouds, dozens of giant statues of Bloodfang seen over the town, and absolute desolation as far as the eye can see.

They took their time to scan their area for any Nightwalker Patrol. When the coast was clear, they all ran off. One block after another spot nothing but gutted, smashed buildings and houses that stand at crazy angles.

Suddenly, Apple Bloom stopped after hearing something. Derpy, Scootaloo, and Sweetie Belle also halt and started hearing the sound too, a deep rumbling coming in front of them.

"QUICK HIDE!" Apple Bloom quietly whispered.

The group crawled behind a crumbled building, hiding down from view as the rumbling continued to build up. Rounds the corner in the distance, thousands of Nightwalkers are filling the street from sidewalk to sidewalk. The army was on the move.

The mass of Nightwalkers swarmed past them, the ground kept on shaking, rumbling by the march.

Derpy and the Crusaders huddled behind the broken building, peering out to see the shadows of the bats marching by. Every rumble and rocks are bouncing up and down, banging with the armies weight. The rumbling began to decrease as the army disappeared into the distance. The group came out of hiding and headed the opposite way.

They walked silently through the town, they turned down a long driveway path and quietly move forward to a familiar building, the Ponyville Schoolhouse. It still looked vacant, like an old haunted house, windows staring like empty sockets. The school has been reduced to rubble. Everypony walked on what used to be the playground.

Derpy and the Cutie Mark Crusaders walked everywhere around the school, searching for survivors. They searched the entire area and every corner they can recognize. But yet, they found nothing. Not a single signs of life are anywhere near this place or in the area.

"Anything?" Apple Bloom asked her friends after finishing her search.

But all the fillies shook their heads, leaving a painful face of disappointment.

Apple Bloom signed in depression. Her feelings are hurt, but her spirit remained strong. "Let's just keep moving."

Everypony nodded and continuing their journey. They left the school and traveled the next part of town.

They crossed the bridge of a dried-up lake, passed through a road of destroyed wagons and carriage, the place was standing a mute and silent, many buildings destroyed with many doors opened, no ponies in sight.

They walked though the pavement, pasting past the park, even more dejectedly now. Still refusing to give up on their journey, the girls walked up and down the twisted and crumbled road.

They traveled through the end of town, found nothing but unseen Nightwalkers of vicious shriek and howl, flapping sounds of their wings that are overheard in the skies.

They came slowly outside of town, signed from exhaustion and went resting out of view under a dead tree.

"Nothing…. there is nothing left." Sweetie Belle signed.

Scootaloo groaned. "We haven't found a single soul after we've left."

"We can't give up. We still have to keep lookin'." Apple Bloom refused to stop.

"Where else is there to go. We've searched everywhere." Scootaloo asked.

"There's still Cloudsdale." Apple Bloom said.

"I doubted. I don't think there's nothing left out there." Derpy replied.

"We have to try. What do we got to lose." Apple Bloom got back up and kept on going, everypony grunted and followed her.

They made it to the skies located northwest of Canterlot and Ponyville. They approached the hometown of all the pegasi in Equestria, Cloudsdale. The devastation was slowly revealed that the entire cloud city was blown out of the sky, literally. Deep black column of smoke rising into the dark sky from numerous fires that rage within the former cloud city. Everything that Cloudsdale was wiped out and crashed into the ground, the rain factory, the cloud stadium, everything and I meant everything was completely gone. A reddish glow was reflected there. They stopped, looking horrified.

"See! I told you there was nothing left….." Derpy whispered sadly.

"And you weren't lying." Scootaloo said quietly.

Apple Bloom stared horribly at the demolished cloud city. Scared and frightened. "I can't believe it. Cloudsdale is gone….. They completely demolished it down to the ground!"

Apple Bloom looked through the opened field, we see that the entire sky has been covered with the reddish dark clouds, the grass was no longer green, all the lakes are dried up, and dead trees everywhere. "We're losing everythin'! The Nightwalkers will soon destroy everythin' unless we do somethin'."

"Look Apple Bloom, I think we should finally call it quit and head back to the store." Sweetie Belle starting to get scared.

"No, we can't. We might have more luck. We can't just give up on this." Apple Bloom refused.

"We have to go back, Apple Bloom. It's over. There is nothing left out here." Scootaloo agreed.

Apple Bloom started to shake. "BUT WE CAN'T GIVE UP. WE JUST CAN'T! I AM STILL GOIN' OUT THERE! I HAVE TO AT LEAST FIND MY SISTER!" She finally ran off, desperate and stubborn.

"APPLE BLOOM, WAIT!" Scootaloo chased after Apple Bloom.

Derpy and Sweetie Belle followed, trying to catch their farm friend. "APPLE BLOOM, COME BACK!"

Suddenly, the green foot of a giant troll slammed down just a few yards from them. They all fell backwards, and are then engulfed in what seem to be the two red eyes of the Nightwalker Troll. The creature started to lean down towards them, stretching its arm to make a grab for them.

They got back up and ran for one of the broken wagons and hid under, just in time to avoid the grasp of the troll. But it grabbed the wagon, lifted it up, and threw it. Derpy and the Cutie Mark Crusaders are now exposed with no shelter and no place to hide.

The troll turned its attention to them. They looked up as the creature started to move on them, looking petrified. The troll moved closer on them, who are no longer screaming, just staring up in fear. Its arm reached down and swiftly scooped them up into the air, they didn't struggle, apparently giving up. It used its other arm to grab a small portable metal cage from its back. Lifting everypony in midair and dropped them in and locked it.

Now that the troll has its prisoners, it placed the cage behind its back and moved on. Inside the cage, Apple Bloom, Sweetie Belle, Scootaloo, and Derpy tried desperately to escape.

Sweetie Belle tried shaking the bars of the cage, but no luck. "WE'RE TRAPPED!"

"WHAT ARE WE GOING TO DO?!" Scootaloo screamed.

Apple Bloom shed in tears with fear and disappointment. "WE HAVE TO GET OUT OF HERE! WE HAVE TO ESCAPE!" She tried to kick the bars with all her might. But nothing worked, the cage was just too much for her to handle. "I MUST SAVE MY SISTER! I MUST SAVE MY SISTER! I MUST SAVE MY SISTER!"

Sweetie Belle noticed saw her heartbroken friend in a trembling expression. "APPLE BLOOM, JUST STOP!"

"NO I CAN'T STOP! MY SISTER NEEDS ME!" Apple Bloom snapped as her eyes kept pouring in tears. Still keep kicking the bars over and over again.

"Apple Bloom, enough…." Scootaloo finally held Apple Bloom to calm her down.

Sweetie Belle joined in Scootaloo to help. "It's going to be okay. We'll get through this. But you need to calm down."

Finally, Apple Bloom started to calm herself, given up and started to cry hopeless on the floor. "We're all goin' to die. We've failed everypony. How can we save Equestria, if we can't save ourselves? I'm so sorry! We're all goin' to die because of me!"

"No, don't say that." Derpy finally spoke out. She walked over to the scared little fillies and hugged them tightly. "It's my entire fault. It'll always be my fault... Every time I tried something to help, it always turned into a disaster. Rainbow Dash was right about me…. I can't do anything right. I'm bad luck. Because I've came along with you, I've doomed you all from the start. I've let everypony down… l'd let you girls down…. I'm a failure." She sobbed.

Apple Bloom dried her tears and hugged back Derpy. "Don't say that that, Derpy. You're not a failure."

Those words shocked Derpy, Surprised what she just heard. For the first time, somepony doesn't blame her for this unfortunate accident.

"Yeah, we knew the risks. But we still kept going. "Sweetie Belle said.

"If anypony is to blame, it should be us….. We're sorry that we've let you down." Scootaloo agreed.

Derpy smiled and hugged back the three fillies. "At least we're all together…. There may be a chance after all…."

"Let's promise to be together forever." Apple Bloom whimpered in sadness and happiness. "Until the end…."

"We're gonna be together… We're all gonna be together…" Sweetie Belle cried.

"….And soon everypony will be with us together, too." Scootaloo said with a sad smile.

"…..I love you, girls." Apple Bloom whispered.

"We love you too….." Everypony said and held tighter, preparing for their incoming doom.

But then, their emotional moment was interrupted when they heard knocking from outside the cage. They turned to the source and noticed someone outside, it was Discord. Wiping his fake tears with a handkerchief. "Such the sad moment? It doesn't seem that all of you are doing too well."

"DISCORD?!" Everypony shocked and surprised.

"Isn't this just sad? With nowhere to go, nowhere to turn, and all the ponies here are now in the hands of the Nightwalkers. It seems that you little ones are completely out of options." Discord smiled.

"What are you doing here?! Don't tell me that you made a deal with the Nightwalkers to save yourself did you?!" Apple Bloom suspicious.

"Oh, my dear sweet Apple Bloom. Why would I do that? Betraying everypony after I've finally learned the value of friendship. No, I'm only here to make sure that all the remaining ponies such as yourselves to be found and rescued before they find you. After all, I am reformed, aren't I?" Discord pretended to be offended.

Apple Bloom was a little concerned, but however, it was the perfect time for him to show up. "Discord…. Can you help us get out of this? We have to escape."

"You know, all of this would have been prevented if you've just listened to your Moon Princess in the first place. The Princess and I have no time to be dealing with reckless interruptions." Discord lectured.

"We don't have time for your fun game!" Scootaloo shouted impatiently.

"Can you just please get us out of here?!" Sweetie Belle begged.

Discord signed. "Fine… but if I were you, I would start hanging on to something." Discord warned as he snapped his fingers and disappeared.

Everypony realized his meaning and hold tightly on the bars for what's about to happen.

Discord reappeared in the sky, just above the unsuspected troll. He held out a carton of chewing gum and stuffed it all in his mouth, chewing and blowing bubbles until it's all wet and sticky. He barfed out the huge chewing gum and threw it down in front of the troll's path.

The gum landed on the ground until a stomp of the troll's foot got caught in it. It realized it stepped on something and tried to pull it off. But the gum substance began to wrap around the troll's foot and then between its legs. Annoyed, it tried to rip the gum out with its hands, but only made it worse as it got more sticky gum covered between its fingers as well. Now, the troll was fully glued around its entire body with gum, nearly knocking it over.

The cage fell off on its back and went down to the ground in a muddy swamp. The hard crashing didn't harm them that much, but the cage however was too damaged from the impact and broke apart. Derpy and the Cutie Mark Crusaders crawled out of the broken cage and spin around in dizziness, a little traumatized from the drop.

Back to the troll, it was completely covered in sticky gum, arms and legs glued together and both feet stuck to the ground, it eventually began to buckle, hopping from foot to foot, and shouting in anger.

Discord was facing away from the scene while eating a banana, he tossed the banana peel over his shoulder when he finished. It landed on the street, where one of the troll's heels came down squarely on it; the troll goes straight up into the air and then, violently smashed through a nearby building.

Apple Bloom and the others regain their balance and signed a big relieve as they stare at the fallen creature in the background.

"That was close!" Sweetie Belle relieved.

"I thought we were goners." Scootaloo panting.

Apple Bloom began to stand up. "Ahhh. "She clutched her right side of her leg, aching in pain.

Derpy gasped. "Apple Bloom, what's wrong?"

Apple Bloom removed her hoof slightly to show the blood seeping through the leg.

"Oh, no. You're hurt!" Sweetie Belle shocked as ran to her injured friend.

"Hang in there, Apple Bloom. We're here for you." Scootaloo said as she comforted Apple Bloom.

"It looks to me that fall really took a tow out of you." The ponies saw the disembodied head of Discord hovering midair.

"Discord! We have no time for this! Can't you see that she's hurt?" Scootaloo said with a frown.

"Really? I'd better take a look." Discord disappeared then reappeared in a whole body in front of them. He inspected the wound, and then touched it.

"Ow, Discord! That hurt!" Apple Bloom shouted.

"Oh, don't worry. It's only a little cut. You'll be alright." Discord used a handkerchief to bind the wound.

"Um… thanks…" Apple Bloom feeling uncomfortable that the former Lord of Chaos was helping her.

Discord finished binding her wound and looked back at them. "Now tell me, why are all of you doing here outside? Should you all be hiding back at Sugarcube Corner?"

"We just couldn't stand staying there any longer." Sweetie Belle said.

"Oh, trying to have some fun in the great outdoors, little ones?" Discord snickered.

Apple Bloom grunted. "No, we're just tryin' to find more survivors who need our help."

"Oh, is that all. You poor little fillies. You've all worked so hard for that trouble when the answers are already under your feet." Discord snickered.

"What are you talking about?!" Sweetie Belle frustrated.

"Yeah, we've searched everywhere. There's nopony up here!" Apple Bloom said.

Discord shook his head. "Not up here…." Then he pointed on the ground. "Down there."

"Down there?" Apple Bloom noticed that he was pointing underground. Now understanding what he meant when he said "answers are already under your feet".

"Allow me to take to the place you've been looking for." Discord snapped his fingers and then all of them disappeared.

The spark of light flashed out in a middle of an underground cave, the area immediately around when Discord and the four ponies appeared.

Inside the cave, there are hundreds of ponies living there. Dividing up and stacking up supplies lowered by ropes. Many ponies are eating canned food while all the little fouls are warming up around the small fire.

"Where are we?" Derpy surprised.

"The caves deep beneath Ponyville." Discord answered.

"There are caves under Ponyville?" Scootaloo confused.

Discord nodded. "You see, back in the Legendary War, these caves were used as shelters to provide many ponies to hide out during the first Nightwalker invasion. Providing millions of unicorns, pegasi, and earth ponies to survive for years. After the war, these caves were left buried and undisturbed, just in case if the Nightwalkers ever returned. And it's a good thing too."

"Won't they know we're here? What if the Nightwalkers knew about this back then?" Apple Bloom said.

Discord chuckled. "Relax, it's no use. No one can hear us from below, and no one will ever think to look for us here either. The Nightwalkers never knew about this place, they've never knew that these caves even exist. We'll be fine."

"Thanks, Discord." Apple Bloom said cheerful.

"Glad to help a friend out. Now if you excuse me, I have work to do. See you later." Discord snapped his fingers and disappeared in a flash.

Derpy and the fillies stared at the crowd, hoping to find anypony they know, such as their sisters.

"Do you think they're down here?" Sweetie Belle asked.

"We've search everywhere up there. They had to be down here for sure. Let's just look for them." Apple Bloom said.

Derpy and the fillies walked down the path. They slowly approached the crowd at the center of the room.

Suddenly, one of the ponies recognized the new survivors, revealing to be Ms. Cheerilee, a look of happiness and relief on her face. Apple Bloom, Sweetie Belle, and Scootaloo noticed her and ran for their teacher.

"Ms. Cheerilee!" The little fillies shouted.

They reached her and embraced. Ms. Cheerilee cried tears of joy and mouths "thank you" to Derpy, who now standing alone with a great big smile and cried herself with tears of joy.

"I thought you all were dead. We were very worried about you girls!" Ms. Cheerilee delighted in joy.

"It's good to see you too, Ms. Cheerilee." Sweetie Belle said.

"Hey, girls! A little late, aren't you?" A familiar voice came from behind them.

The fillies looked back from Ms. Cheerilee and realized it was Spike, all dress up in a military General suit.

"Guess what, Princess Luna just promoted me as Cartographer for the resistance. Isn't this cool!" Spike excited.

"Spike, this is where you've been all this time since you've left?" Apple Bloom asked.

Spike nodded. "That's right. I'm helping out the Princess now since Twilight and everypony are heading out to Imperiacus."

Scootaloo shocked her eyes wide open. "What! Twilight is what?!"

"You mean… my sister went out to Imperiacus?!" Apple Bloom speechless.

"Rarity, too?!" Sweetie Belle added.

"Yes, you see the Princesses have sent them out when the Nightwalkers first arrived. Given by the current time they left... they should be crossing the border as we speak." Spike responded.

Apple Bloom shed tears of joy. "You mean… the Guardians are coming to save us!"

Ms. Cheerilee nodded. "Yes they are. That's why Princess Luna spent the entire day yesterday gather some recruits from the other lands to help us. We're using this cave as a secret base until Twilight and the Wolves arrive. We are also using this place as shelter to protect all the remaining survivors."

"That's right, Princess Luna sent me here to help out sent out scrolls to all the world leaders." Spike said.

"Like who? Who will help us?" Sweetie Belle asked curious.

"Um….. well…" Spike's eyes appeared in nervousness. Because the answer to Sweetie Belle's question was very disturbing and there's a reason why.

Because, deep within the caves, was a secret room where all the land leaders a gathered around to devise a plan to overthrow the Nightwalker Empire. The leaders are the Changelings Queen Chrysalis, the Diamond Dogs Rover, Fido, and Spot and King Sombra, who's now a ghostly figure.

"What!? They're all moving to the other lands?" Queen Chrysalis surprised.

Rover the leader dog nodded his head and spoke out what he just witness. "Yes, suddenly every Nightwalker forces are advancing towards their attacks. They are now heading east and west outside the island of Equestria."

Queen Chrysalis thought to herself for a second, wondering what the enemies are planning to do. "Is there any chance that they are all leaving Equestria?"

"Unfortunately no, they are just dividing their formation. The ones heading out to conquer other lands are merely troops. The dark lord himself and his entire army are staying at Canterlot Castle." Fido said sadly.

"Which means… they're making Equestria their own home land." King Sombra concluded.

"Of course, they will." A voice called out, everyone looked at the direction of the voice and spotted Princess Luna walking in the room. "Bloodfang will conquer the entire world soon and he will stop at nothing to achieve it." She added.

"Princess Luna!" Rover, Fido, and Spot surprised and bowed to her in fear.

Queen Chrysalis growled at the Moon Princess, knowing that they still indeed hated each other. They still have to work together to defeat a common enemy. "About time you finally show up. We were beginning to thought you got captured or killed." The Changelings queen grunted.

"Forgive me, they were disruptions." Princess Luna joined in the meeting.

"I heard we just lost Princess Celestia, did we?" King Sombra said.

"I'm afraid so." Princess Luna said quietly.

King Sombra signed for the loss of one the world leaders. "I see. We have to hurry and come up with a plan before we are discovered by the dark lord."

"What plan do you have in mind? Please tell us." Queen Chrysalis asked.

"The reasons I've have gathered you all of here to join us on a rebel to help us defeat the Nightwalker invaders. Back at my palace, all of my royal guards are now ready and prepare for battle. But I already fear that it will not be enough to win. That is why we have already made a secret plan before the invasion took place. My sister and I have sent in our faithful student, Twilight Sparkle and her friends on an important mission to the land of Imperiacus and seek help to our powerful allies, the wolves." Princess Luna said softly.

"The wolves…? You mean the Guardians?" Rover confused.

"But no one has ever seen them for over thousands of years." Fido said.

"We don't even know that they still exist or not." Spot said.

"No, they still exist. We just have to believe in it. We must have fate in my sister's faithful student. I believe that she finally made it to Imperiacus to seek out the wolves to save us. But in the meantime, we must prepare for it." Princess Luna said.

"If the wolves are coming to save us like before, then where do we fit in all of this?!" Queen Chrysalis cried impatiently.

"Even if the wolves arrived and fight for us, that still doesn't mean that victory may occur. I sense when they arrive, a huge and powerful war will take place…. Just like last time. To be sure that the Guardians are victorious, they will desperately need assistance." Princess Luna added.

"Assistances? That is your plan?! You called us all here just to be assistance!" Queen Chrysalis shouted outraged.

"It is not power or strength to win battles and wars, but in our teamwork." Princess Luna said.

"What do you mean?" King Sombra wondered.

"In the past, the Guardians are the ones who defeated the dark lord and save the world from destruction. But that doesn't mean that all other forces can't do anything. Even in a thousand years, our race survived from many dangerous forces because we fight together as a team. Alone... we are meaningless, but if we join together, we can achieve victory ourselves as well." Princess Luna said with heart, convincing them to believe in fate.

"Why should we follow your plan, anyway? In fact, why should we help you ponies at all? Not after what you've done to us in the past." Queen Chrysalis questioned.

"We may be enemies, but we possessed the power to help us fight. When our world is in danger by an evil force, we all must take side. When our home is threatened, we must fight. Even joining together by our enemies. It will be us or them. That's all up to you to make the choice." Princess Luna said.

Queen Chrysalis grunted, knowing that she had no choice but to follow the Moon Princess's request. "Very well, we will help. We will follow your plan. I will deploy all my subjects to prepare a combat against the Nightwalkers as soon as the wolves arrive."

"I may not have an army or an empire anymore, but I will use all my remaining power and strength to fight." King Sombra agreed.

"The dog army will also join the fight." Rover, Fido, and Spot said together and saluted at the Princess.

"I will also request the other remaining lands for help as well. For future of Equestria, for the future of our world, for our future lives…. we must prevail." Princess Luna smiled.

"FOR OUR FUTURE!" They all shouted.

The Resistance of Equestria was formed.

Author's Note

The story continues in the next chapter. Please review. If you wish to see the picture for the Guardian Wolves and the Nightwalkers, go to Deviantart with commander369.