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.