Rise of the Shadow Empire

by Splash Surfer 216

Rating: teen
Tags: Adventure, Violence, Princess Celestia, Profanity, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Main 6, Other, Romance, Princess Luna, King Sombra
Length: 31694

When King Sombra returns to Equestria with an army of shadow ponies, Twilight and her friends travel west to seek out an old Equestrian ally to help them save their homeland.

It has been 15 years since King Sombra was defeated and the Crystal Empire was saved, but one faithful night, at the Grand Galloping Gala, commemorating Princess Twilight Sparkle's 15th coronation anniversary, the festivities are disrupted by a clan of shadowy, pony-like monsters and a mysterious swirling black hole opens up in the sky, growing in size every minute. Further investigation reveals a horrifying surprise, King Sombra has returned....

With the fate of Equestria once more in their hooves, Twilight and her friends travel from their home to the undiscovered west to seek out a long-lost Equestrian ally to aid them in their quest to save the kingdom from Sombra and his new Umbrum army. Along the way, they'll uncover the mysteries surrounding a new type of magic, and a tragic story of love and corruption.

Inspired by Skybolt and The L-Train's symphonic metal operas, "Fall of an Empire" and "Moonrise".

Cover art by bronyseph.

Published 2017-06-24 14:00:06 UTC
Last updated 2018-06-05 02:32:02 UTC

Prologue - The Arrival

Pure darkness...

Nothing but a

Black, soulless void.

Quietly, a soft, eerie wind blows...

Ghostly whispers echo.

In every direction.

Most definitely an environment unlike Equestria. Instead of a bright, colorful and peaceful landscape, the emotional stench of pain, anger, and fear permeated the land. Here, instead of lively and well nurtured trees, ones with rotten wood and branches that dangled down like talons or grasping claws grew and seemed to be consistently wilting every single day.

Now like any other sort of realm, this one housed a large kingdom, which like Equestria, had ponies as far as one’s eye could see. These inhabitants, however, were different from those found there. Instead of bright coats and manes with beautiful colors of all kinds and happy, cheerful faces, these ponies had only one coat color, a rather lifeless, emotionless black, with dark, flowing manes to match. The only other colors you could see were on their faces in the form of hideous green, irisless and pupilless eyes billowing with green smoke. If one dared to get up close to one of these creatures, they would also have had the misfortune of spying their snarling sharp teeth and snake-like tongues.

As for their legs, on their hooves was what appeared to be Clydesdale-like fur that left wispy trails of black smoke wherever they travelled.

However, there was still one thing that these creatures had in common with the ponies of Equestria. They possessed the traits and powers of the three tribes of unicorns, pegasi, and earth ponies, but with major differences. The horns of local unicorns curved and distorted, but still allowing their bearers to cast spells. Pegasi flew around this realm on ugly, bat-like wings, fluttering above the bleak country. Only earth ponies remained a sense of semblance to their Equestrian counterparts, except their ghastly appearances.

In the middle of this kingdom, a large castle covered with dark crystals stood above the deteriorating, near lifeless landscape. Green and bluish flames atop the turrets burned from its many towers. An unsettling and frightful sight to behold.

Inside the throne room of this castle, three of these creatures, each a different kind of pony, gathered together for a meeting. One draped in a long grey cloak, and the other two, clad in dark metallic armor.

"I'm not really sure we should continue to go through with this, Maldark," said the pegasus to his friend, a hint of doubt in his distorted, echoing voice. "Are you really sure that he can help us?"

"Calm yourself, Nightshade," replied the unicorn, Maldark. "We all know what we're doing, and this will work.”

His eyes briefly closed as he began to paint a picture of just who they were discussing. “He contains a power greater than that of Celestia herself that can guide us to breaking out of this accursed prison."

"And what if he fails? Hypothetically speaking..."

"He won't," Maldark reassured his friend. "He may not have succeeded in the past at reclaiming his empire, but with us on his side, we'll all get what we desire, and that includes revenge on Princess Celestia for locking us away in this dark, fear-soaked hell hole."

"Hmph, indeed." Nightshade hissed, a sinister smirk forming on his face. "They currently know not what forces they'll be dealing with. Let us not keep her and her subjects waiting any longer."

"Shadowy is as ready as we are for this moment, aren’t you boy?" Maldark turned towards the scraggly earth pony next to him and Nightshade.

Shadowy Eclipse let out a deranged, garbled cackle, "Oooh, tahaba! Celestia blabunda tish mishka!"

The trio then jumped at the sound of the huge doors of the throne room slamming open as two pegasus guards stepped into the room with serious, yet proud expressions on their faces. One of them held on his back, a small case embroidered with several crystals of purple, red, black, and green.

"My lord, we've at long last found it..." The guard announced.

"It took a while, but we finally managed to open a big enough hole into Equestria and quickly retrieve it from the frozen outskirts of the Crystal Empire..." said the other.

A smile of satisfaction, creased Maldark’s face. "Bring it here, we finally have the missing piece. Now our new king shall arise."

Following his command, the guards unlocked the box as Maldark used his magic to levitate out a broken off, curved, red horn, which while separated from its owner, still seemed to be pulsating with magic. Maldark carefully lifted the horn into the air and placed it down gently before a large, crystal mirror.

He began to cast a spell. Dark magic began to emit from his own horn as he repeated an incantation, "Zacuzaa mortalis syphem obsidiuos ponemorto altala zalphem sey Maleficence…”

As he spoke these words, his voice increasing in volume and determination, the warlock shot a beam of dark magic at the crystal above the mirror.

The mirror began to glow blindingly as the creatures braced their eyes for what would happen next. A chaotic force pulled the severed horn inside it.

A light-blue light spiraled from within the mirror. Electricity crackled around the frame of the mirror as the candles lighting the throne room dimmed lightly.

Just for a moment then, everything was still, until a large shadow began to take form inside the reflective glass. As the light died down, two green eyes were left in its wake. They blinked slowly, their blood red irises slowly scanning the darkened room. Wisps of purple smoke curled from their corners...

The shadowy form of a tall unicorn stallion slowly stepped out of the mirror and into the throne room. His coat was as gray as a storm cloud, complimented by a pitch black mane. His chest and legs were armor-clad, with a red cape covering most of his back.

The figure looked around at his surroundings and at the strange pony-like creatures before him.

"Wha... huh... Where am I? Who are you? Wha... What are you? Am I… alive?" The stallion stammered in a deep, yet confused voice.

Maldark slowly approached the tall unicorn. "King Sombra," he began. "Former ruler of the Crystal Empire, it is we, the Umbrum, who have aided in your revival. Now I must ask, can we depend on your leadership and guidance for freedom from this accursed citadel and revenge on Celestia and company, especially her faithful student, the Element of Magic, Princess Twilight Sparkle?"

Sombra’s eyes closed as he thought to himself for a moment, it all seemed very clear to him now.

These creatures had brought him back to life and now wished to make him their new king. He realized this could be his chance to be not only a king once more, but also claim revenge on Princess Celestia, her student, a princess like her, and her friends that had prevented him from reclaiming his former kingdom.

Sombra finally grinned, a fanged smile of approval creasing his face. "Long live… the king..." He snarled, before letting out a sinister laugh. The Umbrum surrounding him joined in and cackled venomously. Now that Sombra had accepted their allegiance to him, their tirade against Equestria would soon begin.

Author's Note

So, my first chapter and my first story, I think I did pretty well. Take the time to give any thoughts or constructive criticism of any kind as long as it's polite, please. Enjoy! More coming up soon! :)

Updated (12/15/21)

Chapter 1: Dark Dreams

Tick...tock...tick...tock…

A large clock hung above the railway platform, steadily keeping time as the second hand rhythmically moved with the mechanism that made said ticking sound which echoed throughout the nearly empty station.

Aside from the sound of the clock’s ticking and the occasional hoofbeats and distinct conversations of ponies moving to and fro on the platform, the train station in Canterlot was seemingly calm and quiet that morning. Occasionally, a few ponies would gather near the platform to watch for arriving friends or wait to board the train. Others such as porters and the stationmaster hustled about, carrying parcels and luggage. However, while most ponies only stayed on the platform for a few minutes, two individuals remained among those that came and went.

A young lavender coated alicorn stood alongside her companion, a small, adolescent dragon. The alicorn, keeping a vigilant eye on the platform, while her scaly, purple friend watched the time on the clock.

“What’s the time so far, Spike?” Twilight Sparkle asked, looking down at her friend.

“So far, we’ve been standing here for almost an hour.” Spike rubbed his half sleepy, bloodshot eyes, trying to maintain focus on the clock. “How much longer do we have to wait for them?”

“They should be on their way right now.”

“I still don’t know why you dragged me out of bed just so we could fly to Canterlot before Celestia completely raised the sun!”

“Stop complaining,” the alicorn laughed. “I told you that Rarity was finishing up work on our dresses and wanted us all to meet in Canterlot early not only to help out with the preparations but to show off her progress! Now let’s keep looking, the train shouldn’t be long now.”

Now, besides wanting to see Rarity’s progress on her gown designs, there was more of a reason why Twilight and Spike were waiting at Canterlot’s train station so early in the morning, for that night was the eve of the Grand Galloping Gala. Sure, preparing for a much-anticipated event seems to be simple enough, but this year, the Gala was being celebrated for a very special occasion as it was about fifteen years ago that Twilight had ascended to her current status as the Princess of Friendship. Therefore, it was decided that this year, the Grand Galloping Gala would be held in her honor.

Now, the event was all but ready for that night. There was still much to do, and Twilight and her friends were asked to help finish up the last-minute preparations.

The sudden sound of a distant whistle caught the duo’s attention, growing ever so closer and louder. Twilight and Spike took a few steps back as the locomotive pulled in and came to a screeching halt, bumping a few coaches in the process. As the conductor stepped out and opened the coach doors one by one, several groups of ponies came trotting out to either greet their friends or collect their luggage. At last, Twilight spotted Rarity, Applejack, Fluttershy, and Rainbow Dash among the very last few to exit the train.

“Ah, Nice to see you two up bright and early!” the white unicorn said.

“Morn’n sugarcube!”

“Good morning, girls!”. Twilight smiled warmly, then she paused and eyed her assembled group of friends. “Wait a minute, where’s Pinkie Pie?”

“Well, I know she was with us while we were on the train.” Fluttershy answered.

The others began glancing around the station looking for the bouncy pink earth pony. At that moment nearby, a tower of suitcases pushed on a trolley by a porter began to shake, until suddenly a blur of pink rocketed out from atop the highest suitcase, and finally landed right on top of Twilight, pinning her to the ground.

“Hiya Twilight!” Pinkie Pie chirped, wearing the biggest, goofiest grin on her face.

Twilight chuckled as the earth pony quickly climbed off her chest and held out a hoof to help her stand back up. “Nice to see you too, Pinkie. So, I guess everypony’s present and accounted for.”

Her friends all nodded in agreement.

“Can anypony else believe the day is finally here?” Pinkie bounced up and down excitedly.

“Well, we have been anticipating this for some time now.” Fluttershy explained.

“Indeed,” The alicorn said, “Speaking of which, how has the progress on our gala dresses been coming along, Rarity?”

“As a matter of fact, I finished with Applejack and Fluttershy’s the other night,” the unicorn replied. “They’ve simply never looked any better. I know Rainbow Dash doesn’t need one since she’ll be performing with the Wonderbolts, so I also spent my time last night putting the finishing touches on yours. Take a look, what do you think?”

Using her magic, Rarity opened up one of the many suitcases she brought along with her and took out a neatly folded, beautiful gown. The dress was a mix of purple and pink with white sparkling sequins and holes for Twilight’s wings to pop through. It also included a purple ribbon around the neck and back areas of the dress and a purple train tied with ribbons to match. To finish the piece, a pair of regal golden horseshoes, like the ones Twilight wore at her coronation, floated beneath the dress.

“Oh my,” Twilight gasped in awe, “It looks amazing! I can even say that it looks familiar.”

“I knew you’d be impressed, darling!” Rarity beamed proudly. “All I had to do was take a look at the design for your old coronation gown and that’s when the inspiration hit, then I just changed up the colors, added a few jewels, and the rest, you could say, was a piece of cake.”

“Ooh! Did somepony say cake?” Pinkie’s mouth began to water at the mention of said “cake”.

The other ponies chuckled at her reaction. Typical Pinkie… they all thought to themselves.

“So, shall we be off?” asked Twilight.

The others nodded.

“Spike, would you be a dear and carry some of these suitcases?” Rarity asked, levitating a few suitcases to the young dragon.

“Uh… sure thing… Rarity?” Before Spike could do anything, the suitcases dropped down onto him. Despite having gone through a growth spurt and having gotten taller in the past couple years, Spike still wasn’t as strong as the other dragons he knew. As he flapped his wings rapidly to flutter off the ground, Spike struggled to lift the heavy load in his arms and hold the luggage steady as he began moving. The things I do for her… he thought to himself as he followed the ponies further into the streets of the city, on the path to Canterlot Castle.

As tradition, the Grand Galloping Gala had been held in Canterlot for many generations, usually as a way to celebrate the completion of its construction. This year, however, with the fifteenth anniversary of Twilight’s coronation around the corner, was dedicated to the young princess. Many predicted it to be one of the biggest events in Equestrian history.

“Oh my, Canterlot looks like they really went all out for this celebration!” Fluttershy took a look at the many decorations that were strung up around the city. Banners and posters with Twilight’s likeness littered the area, spreading the word of the princess’ anniversary and the Gala celebrating it.

“Ah haven’t seen that many decorations since Twilight’s coronation,” added Applejack. “Well, that and th’ Royal Wedding an’ all.”

“I think the city looks absolutely stunning,” Rarity said. “Well, more stunning than it usually is whenever the Gala was being set up in the past, and to think they upped the elegance to honor our dear friend...”

“I’d say it needs more balloons and streamers.” Pinkie critiqued. “Not a problem for my party cannon, I can whip it out later before the Gala begins!”

“Maybe some more posters or even a statue or two wouldn’t hurt,” Rainbow added. “But I guess that’s what I‘d want if I had a celebration this big dedicated to me.”

Rarity then turned to the young princess. “What do you think, Twilight?”

Twilight’s only answer was a rather strange, long and loud yawn.

“Are you all right, dear?” The white unicorn asked.

“Huh?”

“That yawn sounded more exhausted than one usually sounds...”

“Yeah, it was kinda weird….” Rainbow Dash agreed.

“Pardon me for asking, darling, but did you manage to sleep well last night?”

“Oh, it’s nothing, Rarity,” Twilight shook her head to keep herself focused. “I’m fine.”

“Are you sure?” asked Fluttershy.

“Yes, I’m sure.”

“Are ya really-” Applejack was about to ask.

“Yes, I’m fine! Everything’s fine!” Twilight shouted assertively, wanting to change the subject. “And yes, Rarity, Canterlot looks simply amazing.”

Just as she had finished speaking; A cry of pain rang out amongst the group.

“Ahhhh!”

The five ponies turned their heads to find Pinkie in an uncomfortable position.

"What is it, darling?" Rarity asked.

"I think I got something in my teeth!" The pink earth pony moaned, rubbing the sides of her sore mouth.

"Hold on Pinkie, let me see if I can find the problem. Just open up," Twilight stepped forward as Pinkie opened her mouth wide enough for the alicorn to inspect.

"It's probably another jawbreaker case," Rainbow sighed. "Pinkie, I keep telling you, you're supposed to suck on those things till they shrink in your mouth, not bite them!"

"It's nuth thath, Dashie," Pinkie mumbled, as Twilight continued inspecting her mouth. "It duthen't hut as mutch as that, and I nuh about gobstoppuhs, but they aways luk so colorful and chewy like bubba gum..."

"All right Pinkie, I think I see something in there on the left," said Twilight. "Just don't talk with your mouth full."

Twilight reached in Pinkie's mouth with her magic and pulled out a strange object. It was colorful and it had a red bow on top of it, a present. The alicorn eyed it with surprise.

"From us ta you, sugarcube," Applejack said, proudly.

"We all decided to chip in and make you a little something," Fluttershy added.

Twilight took a closer look at the present; it was a small music box that featured an alicorn figurine looking just like Twilight on top.

"Well girls, I don't know what to say... it looks beautiful!" Twilight exclaimed. "And pretty clever, yet dangerous, Pinkie. Hiding it in your mouth...."

"Fluttershy, Applejack, and Rainbow Dash found some parts for the platform," explained Rarity. "I built the little figurine of you, and Pinkie painted it. Not the colors I would’ve used, but all in all, it’s the thought and effort that truly counts."

"Well, what are you waiting for, Twilight?" Pinkie clopped her hooves excitedly. "Turn the key! Turn the key!"

Twilight noticed the small winding key, and levitating it in the air, turned it a few times. Immediately, the music box played a small melody as the mini-Twilight figurine slowly revolved. The melody seemed very familiar....

"Gosh girls, this not only looks great and sounds wonderful, but..." Twilight slowly spoke.

The smiles on her friends' faces faded.

"But what, darling?"

"Ya don't like it?" Applejack’s ears drooped.

"No, no! I really love it, girls." Twilight quickly said, putting the music box away in her saddlebag. "It's just you really didn't have to do all that for me..."

"Well, you're only a princess for fifteen years once...." Rainbow Dash replied.

"I can't believe it's been that many years already! It doesn’t seem like it should be such a big deal...."

"Aw, come on, Twilight..." Spike set the suitcases down and came over to her side, stroking her neck gently. "You're only as big of a deal today as you feel. Not only to yourself, but to all of us as well!"

"Thanks, Spike," Twilight smiled. "You and the girls are the best friends a mare could ever ask for. And you're right about one thing, we've all been here for years and are pretty well known for spreading good will and harmony across Equestria. I know for a fact tonight is going to be the biggest night in Equestrian history!"

"Indeed, it will be," Rarity agreed. "After all, there's so much to do! Princess Celestia agreed to let Applejack and Pinkie Pie cater for the event and decorate once more, we have the most glamorous gowns designed by yours truly, Fluttershy's older cousin, Starsong is performing a tribute, and maybe... you'll even get to dance with a certain pegasus stallion..."

The young alicorn laughed. “That's true, all of that and... wait..." Twilight froze. "What was that last part?"

"Oh, you mean getting to dance with that Flash Sentry dude?" Rainbow Dash asked.

"Yeah... I'm going to pretend you did not just bring that up..."

"Oh, come on, dear," Rarity smugly rolled her eyes. "It's very much obvious you’ve had a small thing for him ever since you visited the mirror world a few years ago."

"Rarity, please..." Twilight groaned, a small tint of pink forming on her face.

"Don't deny it, Twi..." Applejack teased.

"I mean come on, girls. The whole thing with Flash is different. Just because I bumped into him a few times and he's sometimes there when Cadence visits from the Crystal Empire, doesn't mean I know more about this pony than the one from the human world!"

"That may be, but it doesn't mean you don't have a chance to get to know this world's Flash tonight..." replied Spike.

"And even if I had a small crush on him, which I'm not going to say I do, a princess asking a guard to dance?"

The six ponies and dragon finally approached the palace gates as the guards formally greeted Princess Twilight and her friends, letting them through.

Princess Cadence was in the main hall to greet them warmly.

"Hello, girls," she said. "It's so great to see all of you again!"

"We're happy to be here, Cadence," replied Twilight. "Where's everypony else?"

"Celestia's currently talking with somepony in the throne room, Shining's giving the guards a last minute drill on making sure the Gala is secure, and Luna's currently resting for tonight. Oh, and I almost forgot...." she turned away to address someone in another room near the main hall. "Flurry! Auntie Twilight and her friends have arrived!"

"Coming, Mom!" A small voice called.

"And I can't wait to see my favorite niece again, too!" Twilight exclaimed.

"She's grown up a lot these past few years." Cadence chuckled. "I should warn you though, we're having a small issue with her."

"Come on, Cadence!" scoffed the sky blue pegasus. "What sort of problem could anypony have with a nine year old alicorn filly? She’s not a baby anymore!"

At that moment that a small light pink blur zoomed down the stairs of the hall and screeched to a halt, revealing an alicorn filly with a mane of light cerise and arctic blue highlights, and dressed in a Crystal Guard's armor with matching hoof gauntlets standing before them.

"Hi, Auntie Twilight!" Flurry Heart said, chipperly. "Happy anniversary."

"Why, thank you, Flurry," replied Twilight. "And sweet Celestia, have you grown!"

"She does look a lot bigger..." said Applejack.

"And a lot prettier..." added Fluttershy.

"A bit tougher looking too!" finished Rainbow Dash. “I’m really digging the armor.”

Flurry blushed at everyone's comments. Then she noticed Spike coming in last, still struggling to carry Rarity’s suitcases and gasped.

"Aha! As the mighty purple dragon stands to his knees weakened, the brave warrior princess strikes!" Before anyone else could say anything, and before Spike even knew it, Flurry let out a crazed war cry and pounced him rather rowdily, pinning him to the ground, knocking all the suitcases out of his grip, and sending them flying.

Twilight lit up her horn and quickly caught all of the cases before they hit the ground.

When the dust had settled, Flurry Heart stood on top of Spike, whom she had tied up and gagged with rope and a bandana. The six other ponies stood utterly speechless while Cadence put a hoof to her face, embarrassed.

"Yes! Flurry Heart, the warrior princess of the Crystal Empire, saves the day again!" the filly cheered, proudly standing on Spike's back.

"Nice to see you too, Flurry?" Spike dizzly moaned..

"Uh, Flurry, sweetie. Why don't you untie Spike and show everypony where they'll be staying tonight and help them finish setting up for the Gala?" asked Cadence.

"Okay, Mom." Flurry sighed, disappointed.

The filly quickly helped Spike up and freed him from her rope before leading him and the five other ponies upstairs, Cadence stayed behind to talk with her sister-in-law. "I am so sorry about that, Twilight," she sighed, "She's been like that ever since Shining brought her with him when he was training new recruits at the Crystal Empire. Now she keeps telling us she wants to be a warrior when she grows up."

"That's alright, Cadence. She just caught us and even Spike off guard. I don't even think it's a problem that she wants to follow in my brother's hoofsteps, or go on adventures like me and my friends do."

"I know, I'm just concerned that she's taking it too seriously. She's still young, and doesn’t understand that there’s more to being a princess or a warrior for that matter than just beating up ‘bad guys’."

Before Twilight could reply, she noticed a familiar looking orange stallion clad in golden armor exiting from one room, and entering into the main hall.

"Uh, Cadence? Is that who I think it is?" she whispered, motioning towards the stallion.

"Oh, yes, that is Flash.” her sister in law turned toward the direction Twilight was pointing, “Why? Is something wrong?”

"N-no, I was just surprised."

"We brought him along from the Empire. He’s filling in for the day shift because the guard that normally does it is ill."

"Right..." Twilight raised an eyebrow.

"Oh, alright." Cadence chuckled. "I also thought that maybe some time together might help you two bond finally..."

"Ugh... for the last time Cadence, I don't have a thing for him!"

"You can't fool me, Twilight. I'm the Princess of Love! I can tell," the pink alicorn laughed. "And since it's pretty obvious, tonight's your chance to talk to him! Trust me, it wouldn't hurt to at least try..."

Just like the others... Twilight thought. "Alright, Cadence. Let’s say I just randomly ask somepony who doesn't know me very well to be my date for something like the Gala. Do you know how awkward that would be?"

"Almost as awkward as this?" Cadence grinned sneakily.

Before Twilight knew it, Cadence had used her magic to push her right in Flash's direction, and the princess once again crashed into him.

"Ow! What the?!"

Twilight gasped. "I am so sorry, Flash! I didn't see you there!"

"Oh, it's alright, it just caught me off guard," Flash sighed, brushing the dust off his hooves.
He turned around to see who had bumped into him. "Oh! Greetings, Princess Twilight!" he bowed respectfully. "I knew you were coming today for last minute preparations, but I didn't expect it to be this soon. Uh, happy anniversary!"

"Thank you, Flash," The lilac alicorn smiled. "And you don't have to be that formal with me, just call me Twilight."

"As you wish." It didn’t take long for Flash to notice that the princess had a peculiar look of sheepishness painted upon her face. "Are you alright, Twilight? You look like you just saw a ghost."

"Oh, I'm alright, Flash. Everything's fine. But as a matter of fact, I, uh, actually wanted to ask you something..."

Without warning, a loud voice rang out, "OH, WILL YOU TWO JUST BUCK ALREADY?!"

From nearby, Cadence quietly stifled a laugh as she caught a glimpse of a sky blue pegasus quickly darting back behind a corner atop the stairs. Down below, Flash raised an eyebrow at Twilight.

"No, no, wait! It’s not what you think! I actually..." Twilight’s face turned crimson red.

"I-it's alright, Twilight," The guard calmly spoke. "Just slow down, and tell me what you need to tell me."

"I was actually wondering... If you aren't busy tonight, I wanted to... excuse me real quick..."
Twilight's mind had, once again, gone black. She attempted to maintain a calm and collected look like she usually did, but inside, she was losing it. She had the same feeling like that one time she panicked over not having written to her mentor in a week, she was blowing it. Cadence could see that her sister in-law was internally struggling to talk to her "kind of" crush. She once again focused her magic to put Twilight's hooves together. Twilight felt her mind finally relax and slowly, she heard herself blurt it out, "Would you like to dance with me tonight at the Gala?"

For a brief moment, there was silence. Flash scratched his chin with his hoof as if he were thinking. Twilight’s ears began to slowly droop, embarrassed. Surely he’s going to decline, I just know it! She thought to herself.

"Okay, that was a very awkward thing to ask..." She finally said, deciding to forget the whole thing. "Sorry to bug you like this, Flash. I'd... better get back to talking with Cadence and..."

"Sure.."

"Wait, what was that?"

"I said sure, Twilight," Flash replied. "I’ll dance with you tonight..."

Twilight felt her body stiffen. "Y-you’re actually serious?"

"Why wouldn't I be?" he said. "As a matter of fact, I've got my partner taking the night shift tonight, and I've been looking for something to do. So, it’d be an honor and a privilege to attend the Gala off duty..."

Twilight breathed a quiet sigh of relief. Flash gently patted her on the back before turning away to continue his patrol.

"So I'll see you later, Twilight," he said. "Have a nice day!"

"Thank you..." she called back. Twilight felt her legs turn to jelly as she suddenly collapsed barrel-first on the floor with a thud, exhausted from being so internally worked up over nothing.

"See? That wasn't so hard, now was it?" Cadence trotted over to her sister-in-law, a smug grin on her face.

"Cadence..." Twilight muttered indignantly.

The pink alicorn could tell Twilight wasn't in the mood for any more teasing and immediately shut up and helped her back on to her hooves. As she brushed the dust off of her hooves, Twilight let out another yawn.

"That's strange..."

"What do you mean?"

"That yawn, that's not like a usually exhausted yawn," replied the pink alicorn. "Forgive me for asking, Twilight, but have you been able to sleep this week?"

"Well kind of... a little." Twilight paused for a second before continuing. "I don't know, Cadence, but for some reason I've hardly been able to sleep since last week. I keep having these strange dreams every now and then. Actually... the more I think about them, they seem more like nightmares..."

Cadence was surprised. "About what?"

"I'd rather not say."

"You can tell me, Twilight. And just like always, it'll be just between us."

The lavender alicorn thought for a moment, growing up with Cadence as her foalsitter, she knew she could trust Cadence to talk about anything, especially how much closer they had become over the years. “Alright,” she took a big breath. "Well, at first it starts out happy and peaceful. I'm at my coronation, and the parade is going on. Everypony is there, my friends, family… It's exactly as it was that day. But then they disappear, and I'm all alone in this dark void, there’s this horrible deep laugh ringing in my ears, and then... he... appears..."

Cadence began to piece together the identity of who Twilight was describing as she continued to describe her dream, the events she described so greatly concerned and shocked her sister in-law.

"He mentions that I'm much more fit to be a queen, rather than a princess. He claims that we're not so different because I used similar powers to his. I manage to stand up against him and claim that we are not equal. He... he then tries to kill me, but I manage to resist and defeat him... but then... that's when things get... disturbing..."

"How?"

"I then see this image, of Canterlot in ruins... he’s overlooking an army of ponies descending from this black hole in the sky, and then I... see something much more shocking... a young grey colt lying on the floor... he looked like he was in pain... he was crying and holding his hoof out toward me for help...and then this smoky black mist appears and engulfs him and myself... and then... that's it," she finally finished.

"I'm sorry you've had this dream for a while now..." Cadence held Twilight close under her wing.

"I've tried to keep my mind off of it for the past week or so, but in the back of my head, that dream leaves me to wonder... What if we haven't seen the last of King Sombra?"

"I sometimes wonder the same thing, even though we all saw him get shattered to pieces once we found the Crystal Heart and returned it back to its rightful place in the Empire." The pink alicorn said. "I know I promised not to tell, but that doesn't mean you shouldn't tell Princess Celestia and your friends about this dream."

"Maybe you're right, Cadence," Twilight nodded. "But I should probably think first. I shouldn't worry them right now when the Gala is tonight. Maybe I’ll talk to them when we’re alone."

“Take all the time you need…”

Just then, a lone unicorn guard trotted into the room and faced Twilight. "Pardon my interrupting, Your Highnesses, but Princess Celestia asked me to bring you to the throne room. There’s somepony who would like to see you."

"Yes, of course, sir." She then turned to Cadence. "I'll see you later, Cadence. If Shining shows up later, tell him we've just arrived and I'll meet him as soon as I can."

Cadence nodded in agreement and waved goodbye to Twilight as she left with the guard for the throne room. Shortly after they left, Shining Armor returned to the castle after having finished up the drilling for the day.

"Welcome back, my love," Cadence smiled, kissing her husband on the cheek.

"It's good to be back, as well," Shining beamed. "Say, where's Twily? She and her friends were supposed to arrive today."

"Oh, they're already here, Twilight had to take care of some business in the throne room, but she told me she'd say hello later, and the others are setting up for tonight."

"Anything else happen while I was gone?"

"Not much," his wife said. "Flurry tackled Spike when they arrived and I gave her a small talking to, Twilight and I chatted for a bit, and I have the most incredible news."

"What?"

"Twilight has a date with our guard, Flash Sentry, at the Gala tonight..."

"Oh, is that all?" Shining asked, then he suddenly froze. "W-w-wait, my little sister has a WHAT?!"

"Oh, Twilight asked Flash to dance with her tonight and he accepted. Boy, you should've seen the look on her face!" Cadence exclaimed, clopping her hooves eagerly.

"M-my sister... is dating our guard?!" Shining gasped.

THUD

Before Cadence knew it, her husband had collapsed on the ground.

Meanwhile, in the throne room, Princess Celestia watched with intruige as a pink unicorn mare dressed in a black scarf and beret, meticulously applied brush strokes on a large canvas.

"Well, I must say, Pastel," The princess said to the mare. "This painting will be perfect for display tonight!"

"Ah! Yes, princesse..." replied Pastel, speaking a very distinguished foreign accent. "The painting, she is almost finished, and when the final image is inserted, she will be even more magnifique!"

"Even still, the way you've perfectly captured every single member of royalty from each part of Equestria, it's almost as if you kidnapped them and trapped them inside the painting!"
The two ponies laughed at such a silly idea. But it was true, Pastel's painting featured a collage of every single royal member and dignitary from Equestria's history, from the main rulers such as Celestia and Luna themselves, all the way to others such as the Duke and Duchess of Maretonia and the dignitaries of Saddle Arabia.

Her brush strokes melted flawlessly into each other, capturing the slightest smiles and tiniest details of the regalia the royalty sported; it was the work of a true master. However, something in the painting happened to catch Celestia's eye in a rather strange, unsettling way as she leaned in closer to study it further.

"Is something... wrong?" Pastel asked.

"Well, not really. The rest of it looks beautiful, but I have a thought about that one spot near Princess Cadence and Shining Armor. The pony next to them looks off. As if.... he shouldn't be there..."

"Well, I did my research to make sure every single royal member of Equestrian history, present and past, was included in the painting," the artist explained. "And I wasn't sure at first about including him in there, but then I just thought that... and you want me to paint him out, yes?"

"Not exactly, but I'd think it'd be better if..."

"Say no more, mademoiselle," Pastel quickly interrupted. "After all, the princesse, like any other customer of Pastel Colorsplash, is always right!"

Soon, after a few strokes, some blending, and some fresh fitting colors, the unsettling image in the painting was obscured, and rendered unable to be seen to the naked eye.

"Well, there you are, Princesse Celestia, hors de vue, hors de l'esprit. Or in other words, out of sight, out of mind. You can hardly see him."

"Pastel," the princess smiled. "You and your family have been designing and painting the architecture of our old castle, our historical stained glass windows, most of Canterlot, and so on for many generations, and I mean it when I say, after a thousand years, you haven't lost the touch of your ancestors."

The two old friends shared a friendly laugh together when the guard came into the throne room, followed by Twilight.

"I've brought Princess Twilight, as you requested, Your Highness..."

"Thank you, Sun Shield, you are dismissed," Celestia said. "And I welcome you once again, Princess Twilight."

"I came right after Sun Shield informed me of your request, Princess Celestia," Twilight replied.

"And not a moment too soon," the older alicorn explained. "There's still much to prepare for. Now Twilight, I'd like you to meet Pastel Colorsplash, she and her family have worked alongside me and my sister since we first started our royal duties."

"Well, it's a pleasure to meet you, Miss Colorsplash," Twilight trotted over to shake hooves with the unicorn painter.

"Enchantée, princesse..." Pastel greeted.

“Say, you seem familiar, haven’t I seen you before as a filly in Ponyville?” Twilight asked, taking note of the artist’s colorful mane.

Pastel chuckled, “You must be mistaking me for my younger cousin, little Toola Roola. The resemblance is uncanny, no?”

“That makes much more sense.”

The unicorn artist started to examine the young alicorn.

"My word, what a face! Such detail! I have the perfect spot for you in the painting!" she cried.

Pastel dragged Twilight over to a cushion behind the easel.

"What painting?"

"You see, Twilight," Celestia began, "I've commissioned Pastel to create something to help celebrate this milestone occasion, and her answer was a painting to be unveiled tonight at the Gala."

"It’s almost complete. All it needs now is the finishing touches. That means you..." added Pastel. "Now if you don't mind, Cherie, just sit right there and hold still, si vous plait." Twilight sat down on a pillow right behind the artist’s easel.

"Maybe…Perhaps you could?" Pastel stretched her hooves outward in a flapping motion. Twilight caught on to the artist’s request and spread her wings outward until her full wingspan was on display. Pastel nodded approvingly and began painting the final image on the canvas while the lavender alicorn held still, daring not to move or even itch until at last, Pastel painted the last strokes of color onto her image.

"And... she is finished..." She sighed proudly.

As Twilight got up from the cushion, two unicorn guards came in to help cover up the painting and bring it into one of the halls used for the Gala.
"And be careful with that..." The artist sternly warned as she followed them out of the throne room. "That masterpiece of mine will someday be worth more bits than you make in a year!"

The two alicorns could only chuckle to one another as Pastel and the guards levitated the portrait out of the doors.

"Just think, Twilight..." Celestia wrapped a wing around her former protege, "That it's been fifteen years since you've ascended from being my student into a strong pony responsible for spreading friendship and harmony all across Equestria."

"And to think that it all started when you sent me off to Ponyville," Twilight added. "If it hadn't had been, I would've never met my friends, we never would've recovered the Elements of Harmony, and we would've never defeated Nightmare Moon and saved Princess Luna."

"And even still, I couldn't be more proud of you." The elder alicorn smiled. "And what better occasion to celebrate you, than the Grand Galloping Gala?"

"Thank you, Princess..."

The two alicorns embraced for a long nuzzle. At the same time, Twilight still had Cadence's advice circulating in her head.

Should I tell her? she thought to herself. I really don't want to discuss something so dark at a time like this. It's my anniversary after all, it's a big celebration and everyone's happy. But then again…

"Twilight?"

"Huh?" Twilight noticed Celestia’s expression changed into a look of concern, almost as if she could see Twilight knew something that she didn't want her to know.

"Is something the matter? You seem like you have something on your mind."

"Oh, no. I'm fine, Princess. I'm probably just a little anxious about tonight, that's all," Twilight replied nervously. "I should probably go see if Rarity wants me to try on my dress before it's too late."

"Very well."

The young alicorn trotted out of the throne room and into the hall to recollect her thoughts.
Come on, Twilight... she argued in her own mind. You're gonna have to tell her sometime. Sometime, but not right now...

Later that night, by the time the Gala was about to begin and guests would be arriving soon, everything was set up to near perfection. Pinkie's trusty party cannon decorated the celebration halls with balloons and confetti of all different kinds, Applejack had been helping the cooks bake the numerous kinds of apple related treats and other kinds of delicacies. Rarity had also called the girls in one by one to try on their dresses for a last minute check up. With all this going on, it would be certain that once again, the Gala would be a success.

Within her chambers, Twilight watched from above her balcony as guests from all across Equestria poured into the castle one by one, with royal guards checking everypony that showed up.

She was dressed in her special gala gown and was waiting for Flash to show up. The hilarious events that had occurred throughout that day soon once again became clouded by the uneasiness of the fact that Twilight was still debating with herself on whether or not she should discuss the disturbing nightmares she had with her old mentor.

Without warning, the door to her chamber opened suddenly, causing her to jump slightly. "Oops! Sorry, Twi," Applejack said, slowly stepping into the room.

"It's alright, I was just finishing getting ready." Twilight sighed.

"Are ya alright, sugarcube?"

"I'm fine, AJ. We should probably get downstairs, Princess Celestia wants me to help greet the guests for a bit," Twilight began to make for the door before Applejack stepped in front of her.

"Ya can't fool me easily, Twilight," the cowpony frowned and raised an eyebrow toward the lavender alicorn. "Ta be honest, Ah've noticed these past couple of days leading up ta today ya looked like you didn’t sleep well at all. An’ ya seem ta be acting like something Ah'd expect from Fluttershy, a nervous nellie. It's almost as if you're struggling ta keep a secret that ya don't want anypony ta know yet."

"Applejack..."

"It's those nightmares, isn't it? Ya still can't stop thinking about them?"

Twilight’s eyes widened in shock. How did Applejack know about the strange visions she'd been having? "H-how do you know?" she asked.

"Ah can't lie ta you, Twi. Ah left the kitchen an’ went out ta search for some extra ingredients an' Ah overheard you talking ta Cadence."

Twilight sighed. "It's true, AJ. Even with all the excitement of tonight's festivities, they still linger in my mind like a disgruntled flash bee's sting."

"Sugarcube, it's been fifteen years. Sombra's dead an' long gone. We all saw him get shattered ta pieces when t' Crystal Heart was returned to its rightful place in the Empire."

"That may be, yet I still have that bad feeling. It's almost as if his presence lingers from far away," Twilight looked outside up at the night sky. "You know what I mean?"

"Ah suppose so," Applejack replied. "Twilight, if ya know what's good for you, when t' time is right, you've got ta share this with t' princesses. Trust me, you'll never feel better 'til you get this off yer chest."

"You're right, Applejack." The young alicorn sighed. "She needs to know about this eventually."

The two ponies quickly turned upon hearing three knocks at Twilight’s door, then a voice.

“Twilight? It’s Flash, are you ready?”

Applejack smirked at the lilac alicorn.

"C’mon..." she said teasingly. "We’ve got a gala to celebrate, and you’ve got yerself a date..."

Twilight blushed and slowly made her way to the door. Upon opening it, the alicorn found herself staring at one of the most gorgeous sights she had laid eyes on. Flash had changed out of his golden guard’s armor and into a very nice, formal blue officer’s uniform, his mane and tail were neatly combed. I’ll admit he looks handsome, the princess thought to herself. With that, the three ponies trotted down the hallway to the castle foyer to greet the other guests.

Unbeknownst to anypony, but from the comforts of his new castle, Sombra had been listening in on Twilight and Applejack’s conversation.

The unicorn king was watching the scene and the festivities in general from the magic mirror that his new, loyal minions had used to resurrect him. Alongside him stood three of his subjects, Maldark, Nightshade, and Shadowy Eclipse.

"How delicious..." Sombra chuckled, as the image in the mirror faded. "Even though I've been gone, I still haunt that pesky little pony's dreams!"

"Won't they all be surprised when we show up out of thin air after all this time!" hissed Nightshade.

"I'm especially intrigued that you, Lord Sombra..." Maldark began, "were able to find a spell that would grant us temporary access to the living world of Equestria..."

"Some of our soldiers have asked me to inform you that they wish to understand why they must be in disguise," his comrade added.

"As far as Celestia and the rest of Equestria know," Sombra explained, "we're both long gone and far away in time and space. Therefore, a surprise attack on Canterlot during such a frivolous yet joyful event such as the Grand Galloping Gala is a perfect strategy. Once there, a few of you will sneak into the gala in disguise while a few others keep watch from the shadows of Canterlot, and when nopony expects it, we attack. You'll be able to strike fear into their souls and get your much desired vengeance on the ones who banished you to this dark, cold and lifeless void while I get to rub my oncoming victory in the princesses’ prissy little snouts. And judging how everypony is in such a good mood, I say our time to commence such a devastating surprise has come..."

“And what about these pendants you’ve given us?” Nightshade pointed to the silver necklace, encrusted with a green crystal, that hung around his neck. Maldark and Shadowy each had their own as well.

“Those pendants will allow me to communicate and assist you all, but only when necessary.”

With that, the king left his throne room, followed by his three minions to the balcony of his castle, overlooking a sea of Umbrum soldiers of all kinds, gazing up at their king.

"You all have your orders..." Maldark announced. "Tonight, we attack Canterlot. FOR FREEDOM!"

"FOR FREEDOM!" The Umbrum chanted in unison.

The three Umbrum ponies leapt down from the balcony, gliding down to join the others.

With his eyes closed and mind focused, Sombra's horn became engulfed in a mist of dark magic.

Black crystals began to surround Maldark, Nightshade, Shadowy, and the other soldiers, charging Sombra’s magic power to ensure a successful spell.

A green ball of light appeared from above, enveloping around the Umbrum, and in a flash, they were gone.

Returning to his throne room to watch the magic mirror, Sombra grinned a most frightful, deranged kind of grin as he watched the fireworks going off from above Canterlot Castle.

"Soon the door will be opened..." he said to himself. "And finally, all of Equestria will be mine..."

Author's Note

Hey guys, I'm really sorry for the long wait throughout most of 2017, but I had gone through a lot recently, including, a writer's block and crisis, school and other projects had gotten in my way, and also there was the fact that I hadn't finished all of Season 7 or saw the Movie yet. But I'm fine now, so don't worry.

All of that aside. I hope you enjoy this tough-to-make real chapter 1, think of it as a very belated Christmas gift and as always, feel free to comment and constructive criticism is welcome as always. If there’s nothing to critique, tell me what you liked best about the chapter! Thanks, and stay tuned for Chapter 2 coming soon!

Update: Edited on 7/26!

Chapter 2: A Gala of Nightmares

Excited voices filled Canterlot Castle as swarms of ponies and creatures of all kinds poured in the minute the drawbridge was lowered, granting full access to Equestria’s capital.

The Grand Galloping Gala had finally begun. In the foyer, the first of many sights the guests had the pleasure of experiencing, was Princess Celestia and Princess Twilight trotting down the stairs to meet and welcome all who were attending, however Twilight only did so for an hour or two before leaving with her date to enjoy the rest of the festivities.

The ballroom, on the other hoof, was the main attraction. Over on one corner, the banquet stood filled with delicacies and refreshments of all kinds, from fancy cakes, to bowls filled with either punch, or apple cider. On stage, a small orchestra of ponies stood, playing their classy, sophisticated instrumentals.

Among the many guests in attendance, three young mares, a unicorn, earth pony and pegasus, roamed the ballroom with a much younger alicorn filly trailing behind. Cadence had thought it a good idea for Flurry to spend some time with the now adult Cutie Mark Crusaders. She was certain that the three would be able to help keep her daughter out of mischief.

While the celebration grew more lively on the inside, Outside the castle, from the outskirts of the city, watching the festivities from the hilltops stood a hooded, black, unicorn creature. An army of similar creatures stood behind their leader, awaiting instructions.

"There it is, my friends...," Maldark turned towards his clan. "The capital of this kingdom that shunned and banished us a millennium ago. If all goes according to plan, we shall be victorious. Everypony remembers their orders?"

The other Umbrum hissed with malicious thrill. Indeed they were ready.

"Good, now to put things into effect. Remember that we must blend in until further notice in order for this to work."

From beneath his cloak, Maldark revealed a long staff made of black crystal. The staff’s overall design was gnarly and twisted, and atop stood a glowing gemstone held in place by three claw-like fingers.

With one wave and a firm bang on the ground, the staff’s green jewel fired a bright green beam of light that hit a select number of Umbrum and in an instant, they resembled real, living ponies.

Their leader glanced back at Canterlot Castle and began to slowly lead the others down into the city undetected.

"So then, when I went to look for my gear, I found out that the other guards had glued all my stuff in my quarters to the ceiling, even my bed!" Flash finished.

"Oh, that’s... terrible!"

The two sat at a table alone in one corner of the ballroom. Flash had thought it a good idea to tell Twilight stories about his first days as a guard.

"Well, that's how guards can be when they're off duty. It used to bother me a lot, but I eventually got used to it and pretty soon, they started pranking me less often."

"My friend, Rainbow Dash went through something similar on her first day as a Wonderbolt..." Twilight put her hoof on her chin in reflection. "They gave her a nickname that unbeknownst to them was an old label she was given back in flight school. They still call her that every now and then, but she eventually overcame it."

"Hey, she should be lucky it was just a nickname," Flash chuckled. "She can be glad they never dragged her into the bathroom and shoved her face in a toilet. I still have nightmares about those times."

The two ponies laughed. All of a sudden, Flurry Heart popped up from underneath the table.

"Auntie Twi!" she chirped.

"Oh, Flurry!" Twilight nearly jumped out of her chair. "You mustn't sneak up on me like that."

"Hello there, Flurry Heart." Flash eyed the young, curly maned, pink alicorn. "Your aunt was talking with me earlier about the times you spent with her out of the Crystal Empire."

"It’s true, my Auntie Twily is the best aunt and princess in Equestria!" Flurry piped. She then leaned closer in Flash's ear, "I think she likes you..."

"What?! No I don't, Flurry!" Twilight yelled, starting to blush. "J-just ignore her, Flash. She's only nine years old and she tends to spread..."

"Not anymore!" her niece replied. "I’ve been learning all about honesty!"

"Flurry Heart...."

"He's her special somepony! He's her special somepony!" Flurry began to loudly sing repeatedly. Her aunt desperately tried to shush her niece before things got any more awkward, but to no avail. Flash raised an eyebrow, confused at the display before him, but couldn't help chuckling at how silly Flurry Heart was behaving. Twilight on the other hoof, grew even more flustered, her blush becoming a brighter crimson red.

"Flurry Heart, sweetie," she said through her gritted teeth. "Me and Flash are a little busy right now, so why don't you go off and play with your friends or raid the dessert table?"

"Alright..." the young alicorn snickered nonchalantly. "I'll leave you two to it..."

And with that, Flurry flew off to meet back with the Crusaders. Twilight took a deep breath of relief.

Hopefully that’ll be the last time my friends and family members embarrass me tonight, she thought to herself.

"Sorry about all that, Flash," Twilight brushed the back of her mane, sheepishly. "Flurry's adorable and full of energy, but sometimes she can get a little too rambunctious and drives some ponies up the wall. She's still family, nonetheless."

"I know exactly what you mean," the orange pegasus laughed. "I have a younger brother who practically worships me, to the point where he often follows me around and tries to do things like I would. He sometimes drives me to the limit where I just want to dump him in my waste basket but I wouldn't have him any other way. Family members and friends can sometimes be the most annoying yet loving parts of one's circle."

“Twilight?”

At the sound of her name being called, the alicorn turned her head to see Cadence standing nearby, motioning for her to come over to talk. Twilight then looked back to Flash, "Would you excuse me real quick?"

"Sure thing! Take as much time as you need," Flash rose out of his chair. "I was actually thinking about going to watch more of that distraction... I mean... show your friend Pinkie was putting on..."

He pointed over to the stage, where Pinkie stood trying to keep the celebration lively by performing her silliest gags and songs, while the orchestra took their intermission.

The two ponies chuckled and nodded to one another and then set off their separate ways so Twilight could talk with Cadence.

Elsewhere, in the far eastern section of the ballroom, amidst an entire crowd of ponies, stood one lone unicorn stallion in particular. He was dressed in the fanciest Gala attire he had, his cloak hanging neatly around his neck, and currently checked at the dessert table.

Equestria has really changed since we’ve been gone… He thought to himself, taking note of the abundance of creatures besides ponies that were in attendance.

He then helped himself to a small slice of pie and immediately spat it out after realizing how unbearably sweet it was.

“And especially, what is with these ponies and their newfound appreciation for such sweetness?"

After scraping the taste out of his mouth, he then grabbed a cup and filled it with punch, hoping to get the sweet taste out of his mouth, but just as he was about to take a sip, all of a sudden, four young ponies excitedly ran up to the dessert table and in the clamor, bumped right into him. The stallion stumbled to the ground and dropped his cup of punch. The hat he was wearing, also flew off his head and onto the ground and a strange looking stick tumbled out from underneath his cloak. As he staggered to his hooves, he was met with the face of a young pink alicorn filly.

"We're terribly sorry, mister..." Flurry Heart said, politely.

"Oh dear, Why can't yearlings today watch where they're going!?" the strange pony grumbled as he brushed the dust off his clothes.

"Can we give ya a hoof?" Apple Bloom asked.

"Hold on, sir. Let us get those for you," Sweetie Belle offered, as the other Crusaders and Flurry started to pick up the stallion’s scattered belongings one by one.

"Okay, I found the hat..." Scootaloo held up a large top hat and the stallion grabbed it back with his magic.

"Here's the punch cup..." added Flurry Heart.

"And I found his..." Sweetie Belle then paused to look at the strange possession she was holding in her aura. She was intrigued by its long, crystallic design and the green jewel clutched on top.

"His... wand?" she wondered.

"Oh, give me that!" the stallion growled, snatching the strange artifact away from her. "Don't you know you're not supposed to touch things that don't belong to you?! And it is NOT a wand!"

"Okay, okay, mister! We're sorry!" Apple Bloom cautiously took a step back, intimidated by the stranger's angry tone. She then returned back the hat and cup to him. "There ya go, yer welcome..."

But instead of a simple "Thank you.", the stallion suddenly let out a horrid, terrible growl as his eyes glowed bright green with fury. The four ponies screamed at the terrifying sight and ran off in fright.

"And watch it next time, you little wretched brats!" he snarled back at them. Quickly concealing his staff underneath his cloak, Maldark left the eastern part of the ballroom, but not before taking a good look at the chandelier hanging above in the center.

Not much longer now.... he thought to himself.

"It looks to me that you and Flash are starting to develop a better connection..." Princess Cadence chuckled as she and Twilight strolled through the ballroom, surveying all of the activity.

"Ugh, go buck yourself, Cadence..." Twilight groaned. All the playful teasing she had been receiving from both her friends and family was starting to become too much.

"Okay, there's no need for that kind of language," the pink alicorn reprimanded. "But I digress, I just came by wondering if you were ready to tell the princesses about the 'you-know-what' yet."

"The what?" Twilight then remembered. "Oh, that. No, I haven't. To be honest, I had forgotten about that until you non-specifically brought it up."

"Trust me, once you tell them about your dreams, you'll be able to relax even more tonight, I could tell Flurry wasn't helping much with your stress."

"Oh, you saw that, didn't you?" Twilight sighed.

"Almost everypony overheard, I think I saw a few others snickering. I don't think it was at you though,"

The two alicorns stopped in their tracks. Twilight noticed Princess Celestia talking with her sister nearby a secluded part of the stage where Pinkie Pie was still singing. It was almost time for Starsong's show to begin, and Celestia was to be the one to announce her appearance. At that moment, seeing the one pony in Equestria that she looked up to, gave Twilight's mind a sense of courage. Celestia had done so much for Twilight ever since she was a young unicorn filly studying under her watchful eye and guidance.

I have to tell her... she thought. It's now or never, I have to get that horrible unicorn king out of my thoughts as soon as possible…

"There they are..." From the look on her sister in-law’s face, Cadence could tell that Twilight was thinking once more. "So, are you ready?"

"It feels like it's time..."

"Then in that case, let’s get this over with."

The two mares slowly trotted over to the two alicorns, Twilight knew that if anything, Celestia could help set her mind at ease…

"Excuse me, Princess Celestia?"

"Ah, greetings Twilight!" Celestia turned upon hearing Twilight’s voice, pleased to see her approaching. "Once again, you and your friends have made this the most successful Gala that Equestria has ever seen."

"There's the 'mare of the hour'!" came another voice. It was Rarity, trotting up to the young princess with the rest of Twilight's friends sans Pinkie Pie, who also voiced their agreement.

"Pardon our interruption, Aunt Celestia," said Cadence. "But are you and Aunt Luna busy at the moment?"

"Well, I was just about to announce Starsong's show in a few minutes. What brings you both by?"

"Well, I've been talking with Twilight, and she has had some thoughts on her that have been plaguing her mind, and we both agreed that you should hear them since we’re mostly alone at this time."

"Are ya sure yer ready ta tell them, sugarcube?" Applejack whispered.

"Yeah, tell them what?" Rainbow Dash asked suspiciously. She had unfortunately heard the farmpony.

"Yes, I'm sure. It's a good time right now that they should know..." Twilight replied.

"Well in that case, let us hear what she has to say," Luna said.

"Indeed, sister," Celestia nodded. "What's on your mind, Twilight?"

"Well..." Twilight began, "You see, ever since the..."

But before Twilight could continue her thoughts, they were interrupted by the sound of four young mares squealing in panic as they approached the group, their dresses and hair were completely disheveled from running, and their faces had gone completely pale white, with barely any noticeable color.

"Mom! Rarity! Applejack! Rainbow Dash!" they all yelled, overlapping one another. The terrified expressions on their faces greatly alarmed their friends and relatives.

"Sweet mother of Celestia!" Rarity exclaimed.

"Apple Bloom! Are ya alright?" Applejack took her hyperventilating younger sister into her hooves.

"What's going on, squirt?" Rainbow Dash patted Scootaloo on the back in an effort to calm her down.

"What happened to you?" Cadence asked the quartet.

"S-s-some nasty pony..." Flurry Heart shuddered, her face soaking wet with tears, "...yelled at us..."

"We bumped into him on the way to the dessert table," Sweetie Belle stammered.

"And when we... tried to help pick up... his stuff," Scootaloo panted as the sickly white tone faded back to her normal orangish coat color, "he hissed at us!"

"He had fangs an' a tongue like a snake!" Apple Bloom yelled.

"And he looked like a Changeling!" the foursome cried out in unison.

"Shh... shh.. it's alright girls," Cadence petted Flurry’s mane, comforting her petrified, sobbing daughter as the Crusaders' siblings continued doing likewise. "Now I'm sure that pony was just some crotchety, grumpy old stallion with an attitude. Wherever he is now, I’m sure he won't be upsetting you anymore tonight."

"Wherever he is..." Rainbow Dash snorted, unfurling her wings defensively. "I'll pummel him to the floor!"

"Honestly, Dashie," Applejack sternly lectured. "Ya can't just go pick’n fights an’ harassing ponies much older than you. Besides, snake-like tongues an’ fangs? It sounds like th’ girls are so spooked that they’re exaggeratin’ a few bits of their encounter."

“No no!” Apple Bloom stomped her hoof. “We’re not making it up, sis! He really…”

Before she could finish, two other ponies came rushing up to the group, a unicorn stallion with a neatly combed blue mane and matching mustache with a monocle on one eye, and his wife, a slender white unicorn mare with a pink mane. Like Flurry Heart and the Crusaders, they appeared to be disheveled and disturbed, only instead of frightened, their expressions were indignant and disgruntled. Fancy Pants’ usually prim and tidy tuxedo and mane were messy, and covered in stains. His wife fared no better either, her golden gala dress was torn and dirty around the skirt, and her mane a complete wreck.

"Thank heavens, there you are, Princess!" Fancy Pants sighed in relief.

"Oh, good evening, Fancy Pants. Fleur de Lis..." Celestia turned her attention to the couple. "What seems to be the issue?"

"Princess, you have to do something," Fleur de Lis huffed. "Some unruly guest out in the gardens is creating a disturbance!"

"Indeed..." Her husband nodded. "There's an insane, out of control, and despicable pony out there, who's devoured everything from the food stands out in the gardens, stank up the entire area with a repulsive odor, sent all the animals into a stampeding frenzy, repeatedly violated some of the other guests, and has been spitting some disgusting substance everywhere at everypony, that not only smells foul, but also singed my darling's mane!"

Fleur de Lis stepped forward, revealing her mane, which indeed looked like some of it had been terribly charred near a few strands. Everypony gasped in shock at the damaged state she was in.

"Oh, you poor thing!" Rarity exclaimed, “Never fear darling, I have just the thing to fix your coiffure!”

She then took Fleur de Lis with her aura, leading her away from the group, and pushing through a crowd of ponies to find a good spot to set to work.

"Everypony clear the way, this is a fashion emergency! Spike, be a darling and go fetch my emergency mane styling kit, I'll also need a bowl of warm water, some rubber gloves, and a medium size towel!"

Spike looked back at the other ponies and shrugged before leaving to follow the two mares.

"Not to worry, Fancy Pants..." Celestia reassured. "We shall deal with this disruption right away."

"Uh, Princess, I…?" The lavender alicorn raised a hoof to speak.

"This won't take long, Twilight, We know how to deal with situations like this. It must be another intoxicated pony."

“I don’t know, sister,” Luna put a hoof to her chin, suspicious. “I’ve never heard of intoxicated ponies terrorizing small animals, raiding food stands, and spitting corrosive substances. Therefore, I shall also accompany you.”

"Captain Shining, Noble Sword, Sturdy Shield..." Shining Armor and two other unicorn guards approached upon hearing the princess’ request.

"Yes, Your Highness?"

"There are reports of a disturbance in the gardens. We must go at once and clear out this unwelcome guest."

"But…" Fluttershy began to ask, "what about the entertainment?"

"Don't worry," Cadence stepped forward, "I can announce Starsong in their absence."

And with that, the two princesses headed off with their guards to the gardens. The pink alicorn headed up onto the stage to hook Pinkie off so the show could begin. Twilight could only stand there and let out a sigh.

It’s fine, Twilight, she thought to herself. You can tell them later….

Applejack trotted up to her friend and placed a hoof on her shoulder.

"You alright, sugarcube?"

"I'm fine," Twilight sighed. "It's just..."

"Hey, don't worry 'bout it, t' night is still young," AJ glanced over at the sea of ponies gathering at the stage. "And ah think somepony might be needing somepony on t' dance floor..." she teased, motioning towards the orange pegasus among the crowd.

Twilight blushed once more upon also noticing Flash and headed over to join him among the crowd.

Applejack's right... she thought. I still have all night, and while I'm at it, maybe one of Starsong's songs will cheer me up…

“Are you alright, Twilight?”

The princess’s mind snapped back upon hearing Flash’s voice. He eyed his date with a look of concern on his face.

“You look like you’ve got something on your mind.”

“Oh! I’m just fine, Flash.” Twilight quickly replied. “I just had to speak with Celestia about something but it’s not important right now. Really!”

She chuckled nervously. For a minute, Flash stared back at her with uncertainty, before shrugging it off. “Well, alright then. We should get to our spot, the show’s about to begin!”

Twilight and Flash joined the rest of her friends in the crowd, gathering by the stage. Everyone watched as Cadence levitated Pinkie off and took hold of the microphone, tapping on it a few times to get everypony's attention.

"Once again, mares and gentlecolts," she announced. "Welcome to the Grand Galloping Gala! I hope you are all enjoying yourselves so far."

The crowd of ponies stomped their hooves and cheered in agreement.

"Well, there's more to come tonight," she continued. "As we continue to celebrate the fifteenth anniversary of my sister-in-law, Princess Twilight Sparkle's coronation, we have a wide range of entertainment planned for you this evening, including the unveiling of Madame Pastel Colorsplash's latest masterpiece, and as always, an air show from the Wonderbolts."

The ponies cheered again as Rainbow Dash and the Wonderbolts flew up on stage and bowed before flying off to another corner of the ballroom.

"But first, it's time for the moment you've all been waiting for, taking time off from her tour around Equestria, and here to sing one of her latest hits as a tribute, please give a round of applause for the 'Pegasus Pop Star of Las Pegasus', Starsong!"

Once more did the ballroom erupt into a thunderous roar of cheers and applause as the lights began to dim and the voices became faint, the only other lights and sounds being that of a spotlight and hoofsteps as a dark purple coated pegasus mare stepped into the bright light. Her mane was of many different shades of pink, with two star-shaped barrettes clipped onto the sides by the front of her ears. She wore a matching, flowing purple and blue dress decorated with pink, purple and blue stars on the skirt, sparkling blue slippers and a pearl necklace. A wireless stage mic clipped securely onto her right ear.

"Thank you, thank you everypony, it's wonderful to be here..." Starsong said as the cheers slowly died down. "There's nothing I love more than a great audience. It just gives you that feeling, that you've succeeded at one of your biggest dreams. Now, probably the best moment in my life was when I was introduced to Princess Twilight, personally by my little cousin, Fluttershy. Thank you, Flutters!”

Fluttershy warmly smiled offstage at her cousin as if to say, “You’re welcome.” as the purple pegasus continued her introduction.

“Back then, I had a very busy schedule with my career. I hadn't realized until too late that I was neglecting my old friends who I hadn't seen since foalhood. Yet they still remembered me and wanted to rekindle our friendships. When I met Twilight in person for the first time, she showed me that I shouldn't forget about my friends no matter how much my career takes out of me and suggested that I juggle my responsibilities with doing what I love and my relationships with my friends. If she hadn’t had done that, I wouldn't have become the kind, well-organized, and relaxed pony that my fans and friends know me as today. So when Fluttershy contacted me a few days ago and asked me to perform at the Gala tonight to celebrate her friend's coronation, it was a request I couldn't refuse. So that's why my first song tonight goes out especially to Princess Twilight Sparkle, and her amazing group of friends. And this particular song is very special to me as well, as it was also one that Princess Twilight herself taught me..."

She motioned toward the band onstage to begin. With one small breath and readying his hooves, the pianist began to play the first couple of notes as Starsong began to sing.

"Nothing stays the same for long
But when it changes doesn't mean it's gone
Time will always get away
As it leaves behind another day
Things may come and things may go
Some go fast and some go slow
Few things last, that's all I know
But friendship carries on through the ages..."

On the other side of Canterlot Castle, Celestia, Luna, and the three guards had just entered into the gardens. When they arrived, they found the entire area completely deserted and everything was in shambles except for the trees and flowers, which were coated in a thick, dark and misty fog.

“Yeeeesh!” Shining Armor’s eyes boggled in astonishment, “What in Equestria could’ve done this?”

"Who or whatever was in here certainly made a mess of things," Noble Sword surveyed the area while picking up pieces from the ransacked stands and bits of food on the ground.

"Shh... It might hear us..." his comrade whispered.

"The coward must have retreated into the fog that’s covering the hedge maze," Luna muttered.

"We'll have to lure it out somehow," Celestia pointed towards the different entry ways into the maze. "We'll split up, look for clues, and try to locate it. Luna and I will take the right entrance, Captain Shining, you and your guards will take the left entrance."

"Yes, princess."

The two groups set off into the gardens and began searching the dark, thick fog, their horns lighting the way. Soon, a sense of eeriness washed over the guards as their inner fears began to manifest themselves in the form of ghostly whispers. Strange eyes and gnarled faces began to appear in the trees, the trees themselves seemed to be slowly leaning forward, ready to fall onto the three ponies.

The wet, cold mist crept onto their faces, and shadows began to flit through their vision.

Out of the three guards, Sturdy Shield, grew more uneasier than the others, jumping at any sudden yet small noise he heard..

"Captain..." he whispered. "Captain... Captain..."

"What is it?!" Shining drew his head around and glared irritably at the guard..

"D-d-do you also have that feeling as though something is watching us?"

All of a sudden, the sound of rapid hoofsteps in the dirt emerged in the fog. A strong gust of wind began to blow, accompanied by a whistling howl resounding in the distance.

"Shh... what was that?" Noble Sword alertly looked around, his ear perking up to listen closely.

They quickly stopped and found what appeared to be a misty trail of black smoke standing out in the fog.

"I think it went that way..." Shining pointed to the right, where the trail led to another section of the maze.

In the distance, they could almost make out what appeared to be the shadow of a pony-like figure disappearing around the bend, leaving behind the same trail of black smoke.

"After it! Don’t let it escape!”

The guards immediately started after the mysterious figure, their horns lowered and ready to blast, running deeper and deeper into the fog.

Elsewhere, on the other side of the gardens, the two alicorn sisters continued their own search for the intruder. So far, all they found were a few mysterious hoofprints on the ground and small frightened animals hiding in the trees and holes.

"I'm afraid we won’t find any other sign of an intruder, sister," Luna sighed. "Whatever force that pillaged the gardens and terrorized the guests seems to be long gone."

"Shh..." Celestia froze in her tracks and held up her hoof behind her sister.

"Huh? What are you..."

"Shh!” the princess hushed. “Do you hear that?”

"Hear what, sister?"

"It sounds like a whistling howl, almost like a ghost..."

"A ghost? In Canterlot Castle?" Luna let out a chuckle of skepticism. "You must be mistaken, Tia. There has never been any reports of paranormal activity from anypony as long as Canterlot Castle has stood."

Unfortunately, Celestia was right. The howling began to grow louder and louder, almost as if whatever was making that noise was getting closer, and closer. Both royal siblings could only move out of the way, when at that moment, from around the bend, a large cloud of mist featuring the ghastly form of a dark colored, glowing green eyed stallion came racing past them with blinding speed. His front hooves left trails of black smoke in their wake, and a deranged, fanged smile was painted on his face.

They could only look at each other in pure shock, unable to believe their own eyes. This simply was no ordinary intruder. As a matter of fact, to Celestia and Luna, what they just saw seemed vaguely familiar.

Shortly after that, Shining Armor and the two other guards came rushing around the bend, stopping to a halt to catch their breath.

"Your Highnesses! We take it… that you saw it too?" Noble Sword gasped.

Luna nodded affirmatively, "Yes, and we believe that it is headed back into the castle...".

"We can't let it get anywhere near the ballroom," her sister added, turning towards the entryway to the castle from which they entered before and started running towards it. "We must track it down at once. Follow it inside and take it down!"

The search party sprinted back into the empty halls of the castle, and quickly caught the shadowy form of the intruder crawling on the walls. Lowering their horns altogether, beams of magic from their horns fired at the form, blasting a large hole in the wall where the figure’s shape was illuminated.

"Huzzah! Gotcha!" Luna cried triumphantly.

The sound of a deranged, high pitched cackle emerged, coming from the other end of the hallway along with a garbled voice that sounded like it was trying to say, "Missed me!"

They rushed further down the hallways and fired again at the shadowy form, leaving yet another hole in the wall when the dust settled.

"Got you that time!"

Once again, the cackling voice called out to them once more. "Joor zill yit!"

"Hold still, thy vile trog!" The dark blue alicorn growled.

They followed the shadowy form and the deranged voice accompanying it until it reached a dead end, the throne room. They looked around. The intruder was nowhere in sight within the dimly lit room.

"There's nowhere for it to hide now..." Noble whispered. “We’ll catch it for sure.”

Shining cast a light spell and began scanning the room for any trace of movement or shadows. "Where is it?"

Losing her patience, Celestia bravely yelled out, "Show yourself!"

The sounds of the unseen force cackling echoed throughout the area. The guards shone their lights at various corners of the throne room, but the room was still so dark, they could not find anything. The search party looked at each other puzzled, what exactly were they dealing with?

"Psst... uh yeer..." the voice whispered.

"There! Right there! Shoot it!" Sturdy Shield pointed up at the center of the ceiling.
Charging their horns, the search party fired their beams of magic all together at where Sturdy had pointed. Unfortunately, the force of the blast caused part of the ceiling to collapse. Celestia focused her horn and casted a shield spell around everypony as bits and pieces of dust and debris from above began to fall onto them.

"Wissed gee! Wissed gee! Nagga gabba quiss gee!" the voice taunted, as if it were an unruly foal misbehaving.

Then came the sound of hacking as out of the shadows, a green, slimy substance fired out from above where the intruder was hiding, landing beneath the hooves of Celestia and the others. They watched in shock and horror as the foreign substance began to eat away at the floor, leaving a hole where it landed.

Every time the shadowy figure spat more of the corrosive substance, they would fire in that exact direction until the entire throne room was filled with dust and debris, and when it finally settled and Celestia's magic illuminated the throne room, the mysterious being was nowhere to be seen.

"Damnit, It's gone!" Shining Armor stomped his hoof into the ground, baffled.

"The pest must have vanished back outside, we lost it!" Sturdy Shield threw off his helmet in frustration.

"Nevermind the intruder," The young alicorn sister sighed in defeat. "Wherever it is now, let us hope it shall cause no more harm to anypony else."

"We must head back to the ballroom, Luna," Celestia turned towards her sister. "After this encounter, I have a very bad feeling about this..."

"So do I, Celestia," Luna nodded. “So do I...”

After quickly repairing the walls with their magic, the guards proceeded to follow the princesses back into the hallways towards the path to the ballroom. As they slowly trotted back towards the ballroom, Princess Celestia sensed danger approaching very soon. Yes, she could feel it, and whatever it was, it seemed very familiar...

Outside in the dark streets of Canterlot, a grey pegasus mare trotted alone on the empty path, a cart filled with muffins from Sugarcube Corner, towed behind her.

"Oh, these muffins smell so tasty!" Derpy said to herself, her mouth watering at the aromas permeating from the tasty treats. "I could just taste one right now and... No no no, pull yourself together Derpy," she recomposed herself to focus on the road. "Remember what Mr. Cake said, 'These muffins are for everypony, wait until you get to the Gala before you help yourself to a few.'"

Unfortunately, Derpy didn't realize until too late that she had taken a wrong turn and was now far away from the castle."I must've missed a sign, I should have paid attention..." she sighed.

A dark mist began to rise around her. Derpy looked around, but could hardly see anything through the strong, thick clouds.

Gee, what is this? No pony in Cloudsdale informed us of plans for a fog or anything! she thought to herself, growing unnerved at the thought of being alone in the dark.

Just then, in the distance, she could make out what seemed to be the shape of a few ponies, standing in front of her. Maybe they could help.

"Hello? Is anypony there?" she called out to the figures. "Can you help me? I need to find Canterlot Castle and I can't see a thing in this fog!"

Derpy suddenly froze. Piercing green eyes emerged from the darkness as the figures began to move closer. What sounded like an unearthly hiss and a few growls from all sides around her began to grow louder. She started to back away slowly from the figures, afraid of what they were and what they wanted.

That doesn’t sound like a pony... she thought to herself. And not a royal guard, nor any animal’s mating call.

Once the figures were close enough could Derpy finally see who or what she had been trying to communicate with, and she wished she hadn’t.

Standing before the young pegasus, completely frozen with horror, were several black, pony-like creatures with long curvy unicorn horns, some with bat-like wings, and some without any at all. The monstrous entities stepped closer towards the trembling mare, all with bloodthirsty looks on their fanged smiles.

"S-s-s SHADOW PONIES!" Derpy screamed.

Terrified, the klutzy pegasus began to run, the muffin cart trailing behind her. The creatures immediately gave chase, snarling, hissing, and baring their fangs.

Another group of the monstrous ponies appeared in front of Derpy and started to advance, forcing her to stop in her tracks and maintain distance.

"Stay back! Back!" she cried. "Don't hurt me!"

The demonic creatures slowly started closing in on her. It seemed as though there was no way out. Thinking quickly, Derpy spread out her wings and leaped high into the air. She could see the castle straight ahead from afar, if she could fly fast enough, she’d make it there in no time. She and her cart were safe, or so she thought.

"Blast her!" one of the ponies bellowed.

A few of the creatures aimed their horns at the airborne pegasus, before shooting out a blast of dark magic.

Derpy felt a sharp pain in her wings as she plummeted towards the ground, colliding with it hard. Then another pain in her hind leg. The muffin cart’s wheels split and the entire cart toppled over to one side.

Derpy tried to hover back off the ground, but she couldn't. Her wings had been broken by the creatures' magic, and her leg had broken from landing on the ground

"Somepony help! Please!" she screamed in terror.

Derpy took one look behind and saw the creatures charging up behind her leaving behind them, a cloud of black smoke big enough to swallow anything in its path. With as much strength as she had, the grey mare began to push and drag herself away as fast as possible. Up ahead, she could see the entrance to Canterlot Castle and tried to gain as much speed as possible. The drawbridge was just a few dozen more hoofsteps away.

"Please, please help!" she cried as she ran straight towards the castle with what little strength she still had. "Let me in! LET ME IN!"

Back inside the ballroom, Starsong was still performing her song, and everypony else was either watching or dancing along, enjoying the night of their lives.

"Every single style has something different it can say...
There's nothing wrong with being unique and special in your own way…

Amidst the sea of ponies dancing the night away, was Princess Twilight and Flash. Surprisingly, Twilight's mind was once again at ease. With Flash around her, it seemed as though Twilight was in her own little world, where nothing bad could happen. The two ponies continued to dance, alternating between stepping on the ground and gliding through the air.

Starsong's song then took a small quick change of pace from slow and sweet to something more peppy and upbeat.
"Maybe you wanna be a popstar..." she continued to sing as multiple flashes of cameras went off in the crowd.

"Get your fifteen minutes of fame... Woah, ohhh!
That will last forever
but friendship remains the same, oh, oh, oh!"

The song was almost coming to a close, when Starsong invited a few ponies to join her in finishing it up, including the Crusaders, Flurry Heart, and of course, Pinkie Pie.

"Things may come and things may go
Some go fast and some go slow
Few things last that's all I know
But friendship carries on through the ages..."

The finale was becoming so powerful that even the crowd of dancing ponies began to join in the merriment of singing.

"Things may come and things may go
Some go fast and some go slow
Few things last that's all we know
But friendship carries on through the ages..."
"Ohhh... carries on..."

Starsong finished as the final chord on the guitar played.
The crowd once again erupted into cheers and applause as Starsong and her "backup singers" each took a bow and began to disband from the stage. Twilight finally landed back on the ballroom floor with Flash.

"He's so handsome..." she said to herself.

"Huh?" Flash raised an eyebrow.

Twilight realized that she almost let her emotions slip out and blushed again.

"I-I mean, uh.. your dancing is handsome..." the princess stammered, trying to cover up what she had just said. "I mean, uh... oh look, Cadence’s about to say something."

And Twilight was right, just after Starsong had left the stage with her bodyguards to rest and mingle, Cadence once again appeared onstage with the microphone in her aura.

"Thank you once again, Starsong for that amazing performance," Cadence announced. "Everypony else, I hope you enjoyed that little song, and please stay tuned for more coming up tonight with..."

SLAM

The ballroom doors burst open and everypony turned to see a grey pegasus mare barging in, all in a tizzy.

"Help! Somepony help me!" Derpy cried, pushing straight through the crowd up to the stage. Everypony else could only whisper among themselves at the sight of the pony before them, panicking and running around as if she were a chicken with its head cut off.

"They almost got me! They tried to eat me!"

"Whoa, whoa, slow down, Derpy..." Rainbow Dash flew towards the grey mare in an attempt to calm her down. "Who tried to eat you?"

"Muffins! Muffins!" Derpy spluttered out, not realizing what she was saying.

"Calm down, darling, you're delirious and causing a scene..." Rarity trotted over to help try to soothe her as well. She then levitated a paper bag over to the pegasus, who was still panting heavily. "Here, use this..."

After a few deep breaths in and out of the paper bag, Derpy was slightly more calm, but still terrified and panting.

"Now repeat that again, sugarcube," Applejack came to Derpy's side as well. "What tried ta get ya? What was chasing ya?"

"S-s-s-shadow p-p-p-ponies..." Derpy shuddered. "N-n-nasty, vicious, bloodthirsty shadow ponies!"

At first, there was silence among the crowd until finally, the entire ballroom erupted into uproarious laughter. Derpy's ears slowly drooped toward the ground.

They didn't believe her…

Rainbow Dash then held back her guffaws and asked, "Wait, wait, wait, were they big shadow ponies?"

"Huge!" Derpy confirmed.

"With spooky, glowing, green eyes?" Twinkleshine asked, pointing at her eyes and making them spin as everypony laughed even harder.

"Exactly!"

"Did any of them have wings like a bat pony?" Sassaflash flapped her wings mockingly.

"Big and ugly ones too!"

"And long, curved horns?" Shoeshine laughed.

"Yes!"

"And sharp, jagged fangs?" Lemonhearts stretched out her mouth to make a funny face.

"Yes! Yes! Blood stained, sharp teeth!" Derpy said. "They chased me here, they chased me there, and all the way back here again! You gotta hide me! You gotta help me!"

"Would somepony get that delusional mare out of here?!” One of the high class ponies demanded.

Two royal guards grabbed her by the hooves with their magic and began to drag Derpy out.

"Wait, wait, what? What're you doing?! No! Stop! It's true!" The grey pegasus mare stammered and struggled to break free.

Before she knew it, she was thrown back outside the castle, landing face-first into a puddle of mud, groaning and feeling quite humiliated.

Back inside, everypony continued to laugh.

"That’s our Derpy for you..." laughed Lyra Heartstrings.

"She's off her gourd more than usual, tonight!" Bon Bon put her hoof around her friend, sharing in the laugh.

"Everypony, that's enough!" Rarity spoke up, disgusted at the treatment of a fellow pony being displayed.

"Derpy is our friend," Applejack scolded. "An' Ah think she was try'n ta warn us about someth'n important! She looked really terrified, what if there really is something out there we should be concerned about?"

"Come on," Rainbow Dash stopped laughing for a moment. "A shadow pony? Why would a shadow pony be in of all places, Canterlot on an important night like this? Even if that chandelier were to come crashing down, I still wouldn't believe it!"

While Rainbow Dash continued rambling on about Derpy’s seemingly outlandish claims, unbeknownst to her and the other ponies, the chandelier hanging from the center of the ballroom ceiling began to shake uncontrollably, bursts of electrical sparks exploded from all around it.

The candles in the ballroom began to flicker.

At last, the chain and wire holding the fixture in place finally snapped in two and the chandelier began to fall at an alarming speed, right where Twilight was standing.

Twilight looked up a little too late to see the chandelier heading straight for her, and an entire crowd running to get out of the way when…

"Twilight, look out!"

Before she could react, the princess found herself pushed out of the way, and landing flat on the ballroom floor as the chandelier finally hit the ground and shattered into a twisted, broken mess.

The entire crowd of ponies gasped.

"Your Highness!" a few guards shouted, charging into the spot of the accident.

When Twilight opened her eyes, she looked up in awe to find Flash lying right on top of her, acting as a shield from the shards and pieces of glass and metal that scattered across the ballroom. Once the dust had settled, the stallion quickly got off of his date and slowly helped her get back on her hooves and straighten out her dress.

“Twilight, are you okay? Anything broken?”

"Flash... y-you saved my life..." Twilight gasped. While she was beyond shocked that she had almost met with the tragic fate of being crushed beneath a large fixture, she was more surprised that Flash, a pony she was just starting to get to know better, had just risked his own life for hers.

"Even when I'm off duty," The orange pegasus smiled, "it's still my sworn mission as a royal guard to protect the princesses, all of them."

Twilight’s cheeks went pink upon hearing Flash’s chivalrous, heroic statement. She then refocused her attention towards a crowd of concerned ponies, her friends being among them.

"Princess! Are you hurt? How did that even happen? Say something!" they all cried simultaneously.

"I'm fine, everypony," She assured. "My only question is, how did that fall all of a sudden?"

"I did not see that coming..." Rainbow’s jaw dropped, completely speechless. "But, that was the single coolest thing I ever saw a guard do, period! You were wicked, Flash!"

“Do it again! I wasn't looking!" Pinkie Pie pleaded.

Spike could only facepalm at the pink earth pony, completely missing the point that Flash had just saved their friend from being killed.

Cadence flew over to inspect the damaged chandelier.

"That doesn't make any sense," she said. "This chandelier has been bolted securely to the ceiling ever since Canterlot Castle was built."

"How could it have come loose?" Rarity wondered.

"Wait a minute..." Twilight trotted closer to also survey the damage. On the ceiling, the bolts, hook and a few small bits of chain and wire were still intact, but the rest was a heaping mess of crooked, twisted metal and broken glass.

Looking back down on the chandelier, everypony noticed that the other half of the chain had been cut, or from the looks of it, the wire seemed as if it had been bitten through.

"This was no accident. Somecreature, or something forced the chandelier to split from it’s chain and collapse!” Twilight pointed towards the damaged chain.

"But what in Equestria could've done something like this?" Cadence wondered

"Allow me, to give you a clue..." came a voice.

Everypony watched in shock and horror as a large cloud of red and black smoke and fire exploded from the center of the ballroom, pushing those caught in its wake backwards, and launching the chandelier up into the air, where it fell back down onto the banquet table, destroying it. From the cloud emerged a pair of glowing green eyes and an unholy, sinister cackle.

When the cloud had settled, standing before the surrounding crowd of ponies, was a tall, cloaked creature unlike anything they had ever seen before.

He appeared to resemble a simple unicorn pony, but was all black with a noticeably curved horn that stuck out from his hood. His face was obscured, the only noticeable features including his glowing eyes billowing with green mist, and a venomous, fanged smile as unholy as all of Tartarus, creasing his face. His hooves resembled that of a Clydesdale, but instead of fur, wisps of black, smoky matter flowed beneath them.

The crowd immediately burst into a panicked frenzy at the sight of the figure that stood before them.

"That's him! That's the pony that tried to hurt us!" Flurry Heart pointed a hoof at the creature accusingly.

"Eeek!" Minuette cried. "It's a rogue Changeling!"

"Ugh!" Fleur de Lis groaned in disgust. "It's horrid!"

"Chrysalis has returned!" yelled some of the reformed Changelings in attendance. "It's a Changeling civil war!"

"They're gonna steal our souls! Run for your lives!" Roseluck, Daisy and Lily all screamed.

"SILENCE!"

The entire room froze in terror at the sound of the creature's ear-piercing shriek, which sent out another huge shockwave that cracked all the windows. Recomposing himself, the beastly creature moved closer towards the two alicorns and five other ponies both onstage and offstage.

"The ‘Changelings’ of whom you speak of I can assure you, I am not of." he proclaimed, his voice in an otherworldly, echoey tone.

While the guests’ fearfulness at the sight of the figure before them remained, A few took small, uncertain breaths, relieved to find out he was, in fact, not an unreformed Changeling.

He looks like one of the creatures from my dreams, Twilight thought to herself, eyeing the figure standing before everyone in astonishment. To her, this particular being seemed familiar indeed. "Then... Who are you? W-what are you?"

"Who am I? What am I?" came the figure’s response. "I believe the true question is, what are we?"

The crowd of ponies and creatures looked at one another, did he say that there was more than just him?

"We are known by many names, princess..." he continued, a sly grin slowly creasing his face. "We are the fallen angels of Equestria, cast from paradise into a dark, lifeless, purgatory far worse than Tartarus itself. That being said, our species' identity shall remain a secret to the likes of you, but you may know me solely as Maldark."

The cloaked unicorn took a moment to breathe in the air around him. "There's so much fear in here, and it is delicious..."

"Alright, you better state your business here, 'Maldork'!" Rainbow Dash assertively flew over toward the figure, bravely intent on confronting this mysterious character head on. "You're crashing an invitation-only party!"

She suddenly froze as Maldark's horn enveloped in dark magic. Her throat squeezed tightly as his magic began to choke her to the point of suffocation.

"One more move or a word out of you..." he warned, his tone deepening and close to anger, "and I toss you out the fucking window..."

Maldark then threw Rainbow across the room, as if she were a rag doll. The pegasus landed on her side with a sickening crunch.

"Rainbow Dash!" Applejack and Scootaloo cried as they and the other ponies quickly ran to their friend’s aid.

The unicorn creature removed his hood, revealing the rest of his face and his mane, which billowed with dark magic as did the rest of his body, and turned to face the spectating crowd before pulling out his crystalline staff from under his cloak.

"That's the stick he dropped before!" Sweetie Belle pointed out.

"More than any stick you've ever seen, you wretched little mare..." Maldark taunted. "This is the Staff of Maleficence. A staff with powers beyond a pony's wildest nightmares. Any pony who uses it is granted unlimited power far greater than that of any other magic charm in the land."

He stomped his hoof on the ground, and from above the ceiling descended Nightshade, followed by Shadowy Eclipse, who arose from the shadows on the ground. The crowd gasped in fright at how nasty and hideously ugly the shadowy creatures appeared. Nightshade’s teeth had bits of gold in them, most likely from where the chandelier was bitten off its chain.

“That’s the one!” Fancy Pants pointed a hoof accusingly at Shadowy. “That’s the beast that singed my sweet Fleur de Lis’ mane!”

Shadowy let out a low hissing growl toward the couple, baring his sharp, fanged teeth as if he were a vampire, causing them to jump back in fright.

"Listen up, little ponies of Equestria..." Maldark boldly announced. "You have all been marked by our curse over one thousand years ago. Surrender to us now, for we have returned. Equestria is now ours, and we shall control everything within it, your magic, and your lives!"

"No, you won't..." a voice called from behind, drawing the attention of the warlock.

The crowd turned to face the source of the defiant voice.

There, in the doorway, stood Princess Celestia and Princess Luna, followed by Shining Armor and the two unicorn guards. The tall alicorn’s wings spread outward as she and her sister walked into the ballroom, positioning themselves in front of Twilight and the vile entities before them.

"Princess Celestia!" Her former protege was glad to see that her old mentor was alright and ready to help defend against whatever these demonic ponies would do next.
"Twilight, keep your distance from that warlock," Celestia warned sternly. "He's no more of a pony than I am a mule..."

"Ah, Princess Celestia..." Maldark hissed. "Such a dishonor it is, being in your presence again after so many years..."

"How did you escape?" the princess demanded. "We banished you and your entire cult!"

"You never really learn, do you, Celestia? You can't contain a being of pure shadow, we always find another way back inside."

"What do you want this time, Maldark?" Luna indignantly asked.

"My, what an interesting question, Princess Luna..." The warlock gently rubbed his staff while he pondered the alicorn’s question. "Now let's see, what do I want? What do we want? Well, I can safely say that it's not just what we want anymore, but also what our king wants..."

"King?" Rainbow Dash whispered. "What’s he talking about? Isn’t he their...?"

"Shh!" Rarity hushed, and covered the pegasus’s mouth.

"Yes, our new king to be exact. And as his second in command, it is my duty to carry out his every order and wish and it is also my clan's duty to ensure that said commands are accomplished. And he demands the immediate surrender of your throne, your kingdom, your subjects, and all of the magic in Equestria from every living thing that possesses it. It's a very simple request..."

"And what if we refuse?" Celestia raised an eyebrow.

"Well, then..." the demonic unicorn chuckled. "We'll just have to take it all from you, by force. Even if it leads to your demise..."

Celestia and Luna both looked down at the ground and then back up at their returned foe.

"You are but a fool, Maldark, if you think that I would give up the lives of myself and my subjects and submit to you and your king. Leave now or your fate will be worse than banishment."

"You're all talk, Celestia," Maldark roared, his impatience growing. "You never had the damn guts to outright defeat me!"

"You have no power here," Luna pointed her hoof at the warlock, commandingly. "Begone with you and the other unclean spirits that you dragged out with you and return to the dark, lowly void from whence you came..."

The shadowy unicorn let out a sinister, defiant chuckle.

"So be it..." he snarled, raising his staff high into the air with his magic. “Let tonight’s entertainment… BEGIN!”

With a great amount of force, Maldark drove the Staff of Maleficence firmly into the ground, creating a small earthquake. Electricity surged around the artifact, its jewel began to flicker, glowing brighter and brighter as numerous lightning bolts erupted from the gem and hit a few ponies in the crowd.

The crowd gasped in horror. Those hit by the bolts staggered, changing back into their ghastly true forms. Outside the castle, storm clouds began to form and loud crashes and flashes of thunder and lightning rang out across Equestria.

The entire ballroom fell into chaos as the shadow ponies began their attack against the screaming, panicking guests. Pastel, among them, grabbed her painting with her magic and tried her best to protect it. Starsong scrambled back to her dressing room as her bodyguards provided cover.

"Every pony, remain calm!" Cadence pleaded. "Everything is under control!"

"Listen! Everypony needs to evacuate right now!" Shining Armor called out. "Get to safety, lock your doors and protect the foals!"

The entire crowd began to clear out of the ballroom.

"SEIZE THEM!" Maldark boomed.

At those commands, a few of the Umbrum gave chase to the crowd and began wreaking havoc throughout Canterlot.

In the ballroom, the only ones left were a small army of Umbrum, the four princesses, and their friends and family. Maldark began to levitate himself high into the air with his magic, a strong wind billowing beneath his cloak.

"Well, well, well, a room with enough little flies for the spider..." the Umbrums' leader sneered, looking down on the ponies, some poised to attack while others backed away for safety.

"Alright Maldark, if my mom was able to defeat a shadow pony before, so can I! Put up your dukes!" Flurry Heart yelled, boldy squeezing through past the Crusaders and flying up to face the warlock.

"Flurry, what are you doing?" Cadence shouted. "Get back over here!"

“Listen to your mother, this is going too far! You don’t know what you’re doing!” Twilight shouted.

"Flurry Heart, we are not going to say it again, get over here this instant!”

But Flurry didn't listen. She instead ignited her horn, poised to attack. "Face the wrath of Flurry Heart, the future warrior princess of the Crystal Empire!"

Unimpressed by the pathetic display before him, Maldark raised his staff higher into the air. A bolt of lightning from the staff’s gem zapped the young alicorn filly, immobilizing her wings, and rendering her unable to move. He lowered his horn, a large magical bag appearing below them, and with his magic, proceeded to drop the helpless filly inside it.

"Flurry Heart!" the Crusaders cried, rushing to help.

"Girls, wait!" Shining Armor yelled.

But it was too late, Maldark scooped them up with his magic and dropped them into the bag as well.

"You gelding!" Cadence growled. Angry tears filled her eyes, her wings outstretched like her aunts, and ready to attack. "Don't you touch my baby!"

"Release my niece's daughter and her friends at once, Maldark..." Celestia ordered.

Maldark let out another sinister cackle, and suddenly transformed into a spectral cloud of black smoke. "You'll have to come and get them yourselves..." he then turned to Nightshade and the rest of the soldiers. "Nightshade, take care of the plucky young princess and her friends, and Shadowy Eclipse, head outside and assist the others."

Shadowy Eclipse snarled excitedly, opening his mouth, allowing drops of his toxic saliva to dribble out as he sucked it back in. He then disappeared outside to join the mayhem.

After that, Maldark flew off out of the ballroom and into the hallway.

"He’s headed back for the throne room," Shining Armor said.

"If we hurry fast enough," Luna concluded, "we might be able to retrieve that bag before we lose the girls altogether."

"Princess Celestia," Twilight asked. "What are we going to...?"

"Twilight," Celestia turned to her former faithful student. "Stay here with your friends and help defend the castle. Captain Shining, head out with your guards and help the others get to safety. We'll take care of Maldark."

And with that, the three alicorns flew off after the warlock.

"Flash, you and the other guards come with me," Shining commanded.

"Yes, sir!"

The guards quickly left to help defend the city, leaving Twilight and the rest of the Mane Six to deal with Nightshade and the rest of Maldark's forces.

"Alright, ponies." Rainbow Dash laughed, ready to defend and get her game on. "Let's shed some light on these shadow pony bast... Ah!"

Rainbow Dash was suddenly cut off before she could finish.

One unicorn Umbrum had focused her magic on the blue pegasus and the others to hoist them off the ground. Twilight’s eyes shot upward in horror as she saw her friends being lifted high into the air.

A large cage made out of dark crystals appeared out of thin air, and the five ponies and dragon were thrown in and locked inside.

"Girls!" Twilight cried out in horror. She watched as a few of the creatures grabbed the cage, holding it steadily in place with their magic. "Nicely done, my dear Moonlit Shadowdancer..." Nightshade glanced over to the one unicorn shadow that conjured the cage.

Moonlit Shadowdancer winked flirtatiously to her lieutenant.

"Now Princess Twilight, it's just us and you..."

"You horrid little villains, let us go!" Rarity demanded, pulling and shaking the bars of the cage.

Nightshade just laughed, and then turned to the other creatures, "Let her have it, my fellow shadows. Don't let her get away!"

Twilight Sparkle now found herself surrounded by an entire circle of shadow ponies. But this time her mind ran with determination, she had to save her friends, defend what was also her kingdom, and protect those who were also her subjects.

As her horn began to glow and she stared directly at her opponents, ready to battle, she thought to herself, I have to fight… for my friends… for my subjects… for Equestria!

Author's Note

Wow, this by far, one of the longest chapters I’ve ever published. Funny story, it was going to be much longer than that, but I decided that I’ll save what I had originally planned for the chapter for chapter 3 and leave this as a cliffhanger.

Hope you guys enjoy and also check out the also recently updated “Ponyville Runaways” story.

As always, comments and polite constructive criticism is always welcome.

Stayed tuned for chapter 3 coming up soon, and remember to keep riding those magical waves of friendship!

Update: Edited on 9/5/18!

Chapter 3: The Fiery Awakening

Frightened ponies ran for their lives from the evil spirits threatening to plague the kingdom. The guards met them with determination, but the Umbrum matched their strength, not afraid to use the means at their disposal. Weapons brandished, wings outstretched, horns blasting, they chased the fleeing ponies with snarls and dripping teeth.

"Everypony, please remain calm!" Shining Armor called from atop one of the high balconies overlooking Canterlot. Two of his guards and Flash Sentry kept a lookout. "We are doing the best we can to defend against these invaders. You must get each other to safety at once!"

Shining Armor was at his wit’s end; out of all the creatures he had to face such as Changelings or magic siphoning centaurs, none were so vicious, nasty, and uncontrollable as these were. However, within his mind remained a sense of determination that they would win this battle.

Flash, peering through a pair of binoculars at the chaos below, suddenly shouted, “Captain, we've got swoopers on the south west sector of the city!"

"Converge at the library!" Shining called to a few unicorn guards charging into the chaos. "Excessive force is authorized, fire on sight! Repeat, fire on sight!"

By the time they reached the exterior of the library, there was already a large amount of ponies running out of the building and trying to evade capture from the pegasi-like creatures swooping down out of the sky. After what seemed to be a fruitless sort of target practice, the guards finally shot down a few of the attackers with blasts of magic.

"That's it! We got em'! We got em'!" the guards cried out triumphantly.

"Sir, there's more trouble," the orange pegasus cocked his head towards another area, "We've got civilians under fire in the marketplace, it looks like one of their heads..."

Shadowy Eclipse was indeed the ringleader of the chaos going on in the marketplace. As more Umbrum either chased, swooped down, or blasted at the fleeing ponies, the drooling demonic earth pony spat globs of his slimy, toxic, saliva in all directions.

"Ugh, gross! He spit on me!" cried out Amethyst Star.

"It's in my hair!" screamed Upper Crust.

"Get it off, get it off, get it off!" Bon Bon tried to brush the repulsive substance off of her, but to no avail.

Shadowy Eclipse then pounced into one of the stalls in the market that was selling sparkling apple cider, and began guzzling down each bottle after another.
When he was finished, the disgusting beast let out the loudest, nastiest, and most revolting belch with the most intolerable odor that caused everypony nearby to either groan in disgust, try to hold their breath in vain, or almost retch due to how foul the scent was.

"Meeds nore korbone..." Shadowy snarled proudly, while staring at one of the bottles he held in his hoof.

High in the sky, the Wonderbolts surveyed the rampage going on in the city. Leading the flight into battle was Spitfire, issuing commands through her headset.

"'Shield Leader', this is 'Yellow Fireball'," Spitfire said, tracking Shadowy. "We have all eyes on the attacker, he's on the move! Over."

"Nicely done, ‘Yellow Fireball," Shining responded in his own headset. "Head down into the marketplace and deploy the net bombs! Over."

"Copy that, 'Shield Leader'. Over..."

The Wonderbolts dove down out of the sky and into the marketplace.

"Ready?" Spitfire said to her fellow teammates. "Steady, wait for it... and NOW!"

One by one, the Wonderbolts each leaned to the right. The hatches on their packs opened up to release the bombs down below. Just before reaching the ground, the bombs detonated, revealing large nets that rained down on the shadowy creatures, trapping them and rendering them unable to attack.

"Nicely done, team," The fiery maned pegasus smiled. "Now let's take care of that freak!"

Unfortunately for them, Shadowy Eclipse had successfully dodged all of their nets and was now turning the tables on them, picking up the loose nets with his teeth and flinging them back at his opponents. One of the nets managed to hit its mark, ensnaring itself around one 'Bolt, Surprise, causing her to plummet from the sky in a tangle of feathers and flailing hooves.

"We've got a mare down! Mare down!" cried Soarin into his headset. "We just lost Surprise! Over."

"Dammit!" groaned Spitfire.

"’Fireball’, what's going on up there? Do you copy?" Shining’s voice crackled through her headset.

"Yes sir, we just lost one of our fliers, Surprise. The enemy's disabled her."

Down below, with enough power built up inside, Shadowy Eclipse started to projectile spit more of his toxic saliva at the 'Bolts. One blast successfully hit Soarin, knocking him out of the sky.

"Mayday! Mayday! I'm hit! I'm hit!" the grey coated stallion yelled before spinning out of sight.

"And we just lost Soarin’..."

More of the toxic spit fired at the Wonderbolts. Most evaded the spit in time, except for Thunderlane. The grey coated stallion was suddenly blinded as the goop clung to his face and eyes.

"I can't see! I can't see! It burns!" he yelled, falling out of his team’s formation and crashing into a nearby fruit stand.

"Thunderlane is down! Repeat, Thunderlane is down!"

"Dammit! Spitfire, you and the others have to get out of there and recover!" Shining ordered over the receiver. "Shake them off if they get any ideas. Over."

"Copy that, 'Shield Leader'. Over. Fleetfoot, High Winds, follow me. The rest of you, head back with us to the castle, asap!"

The other Wonderbolts saluted and sped off. Fleetfoot and High Winds followed Spitfire into the fray, swooping in valiantly and saving their grounded comrades from the monsters closing in on them. But just as they rejoined their squadron, they found that they were being chased down by a number of pegasus-like Umbrum, who were slowly gaining on them.

"'Shield Leader', this is 'Yellow Fireball' again, do you copy?" Spitfire spoke into the receiver once more.

"Yes, what's up?" Shining replied.

"'We've got eight of those winged guys on our tails coming up fast. We need reinforcements! Over."

"Copy that, Spitfire. Just try your best to lose them until help arrives! Over."

"Watch your left, team!" Spitfire warned the other 'Bolts.

A few of the winged creatures caught up with the team of pegasi. Without warning, one of them snuck up close to Misty Fly and proceeded to bite her right on the wing as if it was a vampire feasting on its prey, syphoning blood.

The pegasus screamed, immediately starting to fly off course, her damaged wing limp.

"Mayday! Mayday!" called Blaze. "Misty's going off course!"

"Fireball, we can't hold them off any longer!" yelled out Rapidfire, before he too was clipped on the wing by another bite, losing altitude.

"Where's our reinforcements?!" Their leader groaned, seeing all of her teammates being attacked and crippled by the savage beasts.

Just as she said that, several magical blasts from below rang out into the sky and struck a few of the attackers. The disabled winged Umbrum plummeted to the ground.

"Now that's more like it!"

The other 'Bolts cheered triumphantly, and those that were injured tried as best as they could to stay airborne.

Just then, another blast rang out from below, zapping the lead pegasus right on the wing.

"Spitfire!" her teammates cried.

"Who fired?!" she shouted. No sooner was she shot, the remaining Wonderbolts were suddenly hit by the blasts, injuring their wings. The entire disabled squadron began to plummet out of control at an alarming speed.

"’Yellow Fireball’ to ‘Shield Leader’, we're going down!" Spitfire cried into her headset. "Mayday! Mayday!"

In the left turret of Canterlot Castle, through his binoculars, Flash could see the Wonderbolts plummeting straight for the towers where he and Shining Armor were situated.

"Captain, we've got the 'Bolts coming in too fast!"

"Shit, Hit the floor, colt!" Shining Armor ducked behind the turret, yanking Flash down alongside him.

A few other guards ducked down beside them, just in time.

"INCOMING!!!"

CRASH

Once the dust had settled, they lay defeated, and battered up Wonderbolts, piled up on top of one another, moaning in excruciating pain.

"M-m-Mommy... F-f-fluff my pillow?" Soarin muttered before passing out.

Shining Armor put his hoof to his head and shook it, overcome with stress and exhaustion, before poking his head out of the turret to oversee the continuing havoc from down below.

"Sir, we've got more reports of injured guards," Flash reported.

"What are we going to do now?" asked Sun Shield.

"I'm not sure how much longer we can keep this up, colts," their captain shook his head, rubbing his temples. "The Wonderbolts have been disabled, several of our guards are in critical condition, and these creatures are damaging the city further. I just hope the Princesses are doing their best to handle the ringleader..."

Celestia, Luna, and Cadence raced after the raging cloud ahead of them. Maldark looked back at them in his vaporous form with a sinister grin. He zipped towards the throne room with the princesses almost losing him in the chase.

Changing back into his true form, Maldark landed back on the ground and dropped the magical sack. Inside the sack, the kidnapped ponies squirmed around, struggling to get free. Looking up, Maldark saw that the princesses had caught up with him, each with fury embezzled in her eyes. The warlock smiled as they locked their glowing horns together.

In a blinding flash, a shining beam smashed into the floor where Maldark stood. When the dust had settled, the unicorn warlock was nowhere in sight. This puzzled the princesses. This seemed too quick, too easy…

"Is that it?" Cadence asked.

No sooner had the words left her mouth, an enormous dark crystal pillar sprung up and knocked the two other alicorns to the ground. Atop the pillar, Maldark leered at the princesses below.

Perhaps this would be an even fight after all.

The alicorns conjured up their weapons to match Maldark’s staff. Back and forth, celestial weapons and dark magic clashed. A flash of light, a swipe of shadow, and a flurry of blows between the fighters. Luna swooped in, swiping her sword at the unicorn demon. Maldark blocked her attack with his staff, but could only hold her off for a few seconds before she struck successfully. Though he had been hit, the warlock steadied his hooves, ready to attack once more.

A yellow glint caught Maldark’s eye and he quickly raised a shield spell to defend himself. Celestia’s magic struck the shield, followed by her sword, forcing him backward. He then turned his staff to Cadence, who was still recovering from the initial attack. A shower of crystal stalagmites began to rain down from the ceiling, heading straight towards her. Cadence gasped in horror at the sudden ferocity of Maldark’s incoming attack. The pink alicorn deflected the crystalline assault, growling as she summoned her strength and clashed her sword with Maldark’s staff, pushing him backward. Maldark maintained balance on his hooves and redirected his focus to see the three alicorns rise into the air. Each of their horns charged up until they finally unleashed their speed spells. Each princess let out a fierce battle cry as they sped towards their foe. Maldark quickly reacted with magic of his own. Before the alicorns could reach him, the sorcerer banged his staff on the ground, and dark crystals sprang up from the ground and slammed into their targets. The three princesses were thrown against the walls by the oily crystals.

Focusing their magic, Celestia and Luna pushed against the force of the shadowy crystals. The pillars cracked at the force of the alicorns’ magic before finally shattering, freeing them from their prisons. The sisters charged towards the demonic entity again. In a cloud of smoke, Maldark vanished into the shadows. Glancing around, panting heavily, the older alicorn cried out, "Show yourself, unclean spirit!"

A disembodied cackle rang out in the throne room as Maldark emerged again, his staff raised up in the air, ready to strike the sun princess. Celestia countered his attack, blocking the swing of Maldark’s staff before finally stabbing her sword through his chest. Celestia sighed a triumphant breath as Maldark gasped in horror. The sun alicorn’s sense of triumph suddenly turned to dread when the warlock’s expression turned into a grin as the vorpal blade was unable to make him bleed and die. The princess glared at her opponent.

"It's over, Maldark. SURRENDER YOURSELF!" Celestia growled, forcing her blade in further.

Maldark, still unharmed, cackled again. "So... much... FEAR!" he growled, slamming his staff towards Celestia, pushing the eldest alicorn back a few inches. The two sisters watched, readily as Maldark brought his staff off the ground. He slowly stepped towards them, his eyes glowing green, billowing with wisps of smoke, and his lips curled, exposing his fanged smile. "Do you really know not what forces you are tampering with? Let's not stay your end longer.."

He let out an animalistic roar and jabbed his crystal staff toward them. The alicorns avoided his attack, and struck him in the forehead, stunning him. The three clashed blades again.

"We care not what dark pacts you've made!" snapped Luna, focusing onto the entity's eyes. "You will fail!"

"Fear is our domain." Maldark smiled evilly. "And with every ounce of your struggle, I come to realize what you fear all the more."

He knocked Luna aside and attacked Celestia again, his staff blocked by her weapon.

"I can taste all of your fears, your contempt, your wrath, and they are delicious!"

The two alicorns’ eyes lit up with power.

"SILENCE, YOU FOOL!" Celestia screamed. The sisters charged up their horns, focused their weapons and shot beams of magic at the warlock. Maldark faded into the shadows again before the blast could hit him. The throne room became covered in a blanket of shadow.

Reappearing, Maldark was stabbed in the back by a magical blade. The Umbrum commander absorbed the blade with his magic, healing the wound. Turning his head, he saw that Cadence had broken free of the dark crystal pillar. As she glided back to the ground, she silently pointed her sword towards Maldark. Focusing her magic, several copies of her sword appeared shot towards him. The unicorn warlock blocked the attack with another giant crystal, which he proceeded to push towards her. Cadence quickly charged towards the crystal, slicing through it with ease before it could crush her against the wall. Internally celebrating her triumph, the princess spread her wings out, lowered her horn and began charging towards Maldark.

The two attacked each other viciously, striking again and again. Maldark narrowed his eyes and hissed demonically, "Relentless! Why such lengths to protect your petty interests and your already crumbling kingdom?"

Cadence glared at him. "You are a fool if you think that's what I'm trying to protect!"

She began striking at Maldark, slicing into him left and right. Brushing himself off to recover, Maldark unleashed his own speed spell, charging toward the princess. Cadence closed her eyes, focusing enough of her magic to envelope herself in a shield. Maldark’s strikes against the strong field of magic proved fruitless. While Maldark took some time to recompose himself, the princess lowered her shield to heal the few scratches that the warlock brought on.

In a glow of bright light, Celestia and Luna rose above the shadowy fog and shot back into the fray. With each blow and strike he dealt, Maldark assured the alicorns that he would not go down easily. The warlock let out another fierce roar, banging his staff hard on the ground. Green lightning bolts erupted out of his staff towards the three alicorns, who quickly absorbed the bolts with their swords and returned the blasts back towards Maldark.

Twilight found herself up against a horde of the monstrous creatures. As the shadow ponies charged straight at her, Twilight concealed herself in a magical shield. When they were close enough, she let down the shield, unleashing a large blast of magic which threw the creatures backwards. The battle raged as the enemies screamed towards her.Twilight steadied herself; she wouldn’t go down easily. Behind her, Twilight’s friends did their best to shout encouraging words from behind the bars of their crystal prison. Even between zaps from irritated guards trying to silence them, they made sure Twilight had their vocal support.

The Umbrum showed no mercy in their attacks. The unicorns summoned pillars of dark crystal from the ceiling which Twilight quickly blasted away. One of the Umbrum seeped into the floor and rose back up beneath Twilight, knocking her into the air. The young princess brought up a hoof to counter the attack. With a swift punch and a kick, she grasped her foe, juggling the creature in the air. She hurled it back down onto its comrades, knocking them off to the side as if they were bowling pins.

Nightshade could only chuckle at how pathetically relentless Twilight was, refusing to give up.

"My, aren't we the defensive little alicorn?" he mocked. "You know, Princess Twilight, you really should consider the possibilities of surrendering.” He ducked, avoiding a bolt of magic. “If you were to take up reign alongside our king, he could teach you far greater magic that not even Celestia could hope to control. You and the rest of us aren’t so different..."

"I'd sooner perish than submit to the likes of you," Twilight growled, her wings unfurled, and her horn lit up, ready to attack once more. "Don't think I've heard this shtick before. I'm not your equal, and I’m nothing like you or whoever you serve.” They clashed, wrestling. “I became the pony I am now because I let love and friendship into my life, while you're choosing to use fear and violence to get what you want! Why, you're all nothing but clichéd monsters straight from some mediocre fantasy book..."

Twilight then froze, stunned at what she had just said. The words she had just spoken seemed very familiar, as a matter of fact, those were the exact words she said during her nightmarish visions of an encounter with King Sombra.

You are not my equal, you’re not even a real king! You’re nothing but a clichéd bad guy straight from a mediocre fantasy book…

Twilight couldn’t move. She was frozen, completely dumbfounded.

"Well Princess, when you put it that way..." Nightshade said after a short amount of silence, "...you're just hurting yourself at the moment." He rubbed the pendant hanging from his neck.

Without warning, vines infused with dark magic arose from the ground in a circle and began to entangle themselves around the young alicorn, tearing at her dress and tightening around her neck to the point of suffocation. The Umbrum smiled sadistically, knowing that this act of dark magic was not their own but that of their king from far away.

"Now isn't this a plot twist?" mocked the pegasus-like creature as he circled around the gagging lavender alicorn struggling for breath. "The strong, superior, shadow ponies kill the plucky, young pony princess."

"Now how's that for a change of pace, Princess?" Shadowdancer chuckled slyly. The other shadow ponies watched the lavender alicorn writhing in pain and could only cackle sadistically. Twilight's friends gasped in horror at the sight of their friend being tortured.

"Alright, I'm giving you one last chance," Rainbow Dash growled through the bars. "Let us out and fight me like... things... whatever you are, you wretched jerks!"

Shadowdancer levitated the cage back onto the ground with her rather roughly, and with her magic, unsheathed a sword from the compartment resting on her back.

"Grrr... We've heard enough out of you!" Nightshade snarled as his partner brought the blade closer to the helpless ponies, ready to behead them.

"Twilight!" the ponies cried out in fear.

At that moment as she struggled to break free from the tentacles, Twilight felt a newfound strength within her, fueled by the horrific sight of seeing her friends ready to die, and the fear and hatred against the creatures, who threatened to finish them off.

"Girls, look out! NOOOOOOOO......AHHHHHHHHHHHH!"

Twilight felt her horn surrounded in a purple haze of dark magic. Her eyes began to glow green and billow with purple smoke. With her newfound strength, she took hold of the vines and smacked the shadowy pegasus with them as if they were a whip. Nightshade flew off to the side, smashing hard into the ground.

The alicorn princess rose into the air, lowered her horn and then, something that somepony wouldn’t see every day occurred.

Instead of a beam of magic, an aura of fire engulfed her horn. Without warning, a massive beam of bluish flames burst out, scorching the Umbrum. The creatures panicked and ran around in pain. The crystal cage holding Twilight’s friends was also scorched in the process.

Twilight was shocked. How in Equestria did that just happen? she wondered. Her friends were also just as amazed at what had just occurred.

"Wahoo!" Rainbow Dash cried out. "Was that fire?"

Brushing himself off, Nightshade turned to Shadowdancer. The pegasus had developed a scar on his left eye after being struck by Twilight’s surge of rage-induced magic.

"Take care of her..." he whispered in her ear. "I've got to report to Sombra..."

Nightshade's partner nodded, and began to focus her magic to open up a small portal, which Nightshade proceeded to step into while the others remained preoccupied.

As more Umbrum began to attack, Twilight readied her magical energy. Before they could strike, the young princess blasted the creatures with another stream of fire. The heat and power of the flames burnt their tails to a near crisp. No matter the strength of the attack, Twilight’s shield spells kept her safe. With a flurry of fire and purple magic, Twilight disarmed her shadowy foes.

The remaining Umbrum renewed their resolve to take this alicorn princess down. She would never get to her friends nor defend the rest of Canterlot, and they were going to ensure that.

A fiery glint shone in Twilight’s eyes as she felt this new spell course through her, setting her nerves on fire, and warm her up from horn to hoof. She was amazed by its power, yet it still eluded her understanding...

"How is this possible?!" Shadowdancer snarled.

"It all went south when she turned into some walking flamethrower!" One disabled Umbrum unicorn shouted in pain.

Before Shadowdancer could regain her focus, the princess blasted another spell at the demonic mare. The Umbrum flew up into the air in recoil at the blast, landing on the ground with a crash, pieces of her armor scattered across the room, her face battered and bruised. She let out a pained groan as she struggled to hoist herself off the ground. Suddenly, Shadowdancer felt herself lifted up in a field of magic. She was too weak to react before she came face to face with the enraged lavender alicorn.

Looking the creature in the eyes, Twilight demanded, "Where did you come from?!"

"I can't tell you that..." the unicorn croaked, weakened by the blast. Twilight growled and lowered her horn again, ready to cast another spell, when she noticed that the pendant which hung from the mysterious mare's neck began to glow and flicker bright green as the other Umbrums’ did as well....

Amidst the darkness of the throne room, weapons clashed and clanged against each other. Spats of blood, unicorn and alicorn, dotted the once pristine floor.

“Rrragh!” The unicorn warlock growled fiercely with each strike from the princesses’ blades.

At that moment, Maldark's pendant began to glow, yet he did not cast a spell. The warlock noticed his pendant glowing as well and grinned evilly. The alicorns froze once they saw the glowing pendant and still alert, took the moment to recover.

"Ah, so ends our little reunion..." he hissed. "Here, take back the worthless brats, they are of no use to us anymore."

Levitating the bag high in the air, Maldark opened it up, turning it upside down. Flurry Heart and the Crusaders tumbled out onto the ground. Flurry ran towards her mother while still shaking in fear.

"Do you give up, you savage necromancer?" Luna gasped in between breaths.

"You wish.." the demonic unicorn bared his fangs. "Prepare yourselves, for I also come bearing a message from our king himself. Also an old friend, if you will call him that."

Maldark froze into a trance, his horn engulfed in dark magic and his eyes beginning to change. Shimmering within them was something very familiar, alarming the princesses, especially when Maldark began speaking in a voice that wasn’t his. One much deeper, more sinister, and ominous.

"Princess Celestia... My, has it been so long since our last encounter..” The voice echoed through the unicorn’s throat.

Celestia’s eyes widened with shock; she could hardly believe her ears.

"You thought you were rid of me, didn't you, you poor, pitiful fool?" the voice continued. "Thought that I was shattered forever when that accursed Crystal Heart was returned, didn't you?"

The other two alicorns gasped in horror upon realizing who the voice belonged to. "Now thanks to the efforts of my new army..." the voice continued. "I have returned, and with a new purpose; The creation of a new kingdom, by destroying yours."

Celestia felt something soft and warm grasp her leg. She looked down, noticing the trembling Crusaders huddled between her legs like frightened children, despite their age. Raising her head back to Maldark, she caught a glimpse of Flurry sobbing in her mother’s embrace.

"Beware Celestia, for soon I'll be coming for you, your sister, your faithful student, and everypony else you love..."

From far away, Sombra watched the shocked faces of the alicorns in his magic mirror and let out a sinister laugh as his voice faded away back in the throne room of Canterlot Castle.

Within moments, Maldark was out of his trance. He glared viciously at Celestia, as his hooves left the ground, and pointed one hoof in her direction.

"Make the most out of this victory, princess. Because mark my words... this is only the beginning..." Maldark hissed.

"You have three days..." The warlock’s staff began to swirl around in circles, gathering debris. A strong gust of wind picked up in the throne room. The ponies hiding beneath the alicorns held on even tighter as Maldark transformed into a raging tornado. From inside the maelstrom, a glowing pair of green eyes emerged, shooting a piercing glare at the princesses. No sooner was the transformation complete that Maldark tore out of the room, wreaking destruction in his wake.

Back in the ballroom, Twilight watched in shock as Maldark entered the room. The Umbrum commander changed back into his true form, before levitating out of the castle with the other creatures in tow.

"We shall return," snarled Shadowdancer as the Umbrums flew off out of the ballroom. "We have not yet begun to fight! Retreat! Retreat!"

After Twilight recomposed herself, she noticed her friends still trapped inside the cage. Fearing they might’ve been hurt during the fight, she ran over to their crystalized prison.

"Let us out of here Twilight!" Spike cried through the bars.

"Yeah, get us out!" Rainbow Dash said. "I think my wings are singed!"

Lowering her horn, Twilight shot a beam of magic at the lock. The cage shattered open, shards of crystal scattered in all directions, freeing her friends. They were worn out and partially toasted from Twilight's unexpected new spell.

"You girls alright?" asked the young alicorn.

"Fit as a fiddle, darling," Rarity took the time to readjust her skirt. "Though I will admit that you did almost torch us."

"Yeah, Twilight! We didn't know you were practicing super strong fiery breath!" said Pinkie Pie. "How did you do that?"

"I have no idea," Twilight brushed her mane with her hoof, sheepishly. "But at least it got rid of those horrid creatures."

"Uh, Rarity? Ya got a little someth'n stuck in yer mane," Applejack motioned to a strange, green substance stuck in Rarity's mane, slowly eating away at it.

Upon looking up and noticing the strange substance oozing through her mane, Rarity let out a bloodcurdling scream, trying to shake the slime out of her hair.

"Get it off, get it off, get it off!" she shrieked in disgust.

"Rarity, hold still... Let me examine it..." Twilight then took hold of Rarity's mane and, levitating a knife near it, began to scrape off the sticky substance into a small jar. Surprisingly, the jar was strong enough to hold the goo in place and it was unable to seep right through the jar.

"I've never seen a sort of goo like this before," Twilight said. "It looks similar to Changeling slime, but is much more sticky and Changeling slime does not eat away at physical substances."

"Whatever it is..." Rarity took a sniff from the jar, "It's disgusting!" and then backed away at the wretched odor permeating from the substance.

"I think I'm gonna be sick!" Fluttershy groaned. She gagged, holding her hooves over her snout.

"What do you make of it, Twilight?" asked Spike.

"Stinky, is what I'd call it..." Pinkie held her snout in disgust.

"From the looks of it, it seems to be a mixture of blood and mucus," Twilight began, as her friends groaned in disgust. She continued to examine the substance. "You should consider yourself lucky it landed in your mane, Rarity. This material could’ve been capable of delivering a very nasty stinging burn and..."

"Yeah, yeah, we get it, egghead..." Rainbow Dash then rudely interrupted. "It's dangerous, don't touch it, it'll burn your flesh off..."

"No doubt it came from one of those creepy shadow pony creatures..." Spike concluded.

"Yeah, where are they going anyways?" the rainbow-maned pegasus then asked. "And where's that jerk, Maldork?"

"’Maldark’," Applejack corrected. "And that's what Ah'd like ta know, Ah'd like ta fix his wagon!"

"Uh," Fluttershy stammered out, looking out the window and up at the sky. "I think I might have a clue..."

The six mares and dragon ran to the window and looked up at the sky. They could hardly believe their eyes at what they saw.

"Holy smokes!" Spike exclaimed.

"Captain! Are you seeing what I'm seeing?" asked Flash Sentry. "They're giving up! They're retreating!"

"Cease fire! Cease fire!" Shining Armor called to the guards below.

As soon as they were far high up into the sky, the Umbrum began flying around in a circular formation, gradually gaining speed, creating a large swirling vortex in the sky as storm clouds began to form. The wind picked up violently. Lightning flashed brightly and thunder boomed. Everypony watched in horror. "What are they doing?!" Flash whispered.

"I... I have no idea, Flash..." Shining Armor continued to stare up at the sky completely baffled at the sight before him. "But whatever this is, it doesn't look good..."

As the speed of the Umbrum increased, a glowing green light emerged from the center of the whirlwind, growing bigger and brighter. Finally, an earth-shattering explosion of bright, blinding light rang out across the sky, spreading all over the city, and across the entire land of Equestria.

When every pony opened their eyes from the blast, there was nothing but utter silence, and the threatening creatures had disappeared. In the very spot where they had left, was a small swirling black hole in the dark sky. Upon closer look, the Umbrum’s creation seemed to be slowly growing in size every single minute as it cast a heavy darkness over the crowd. Despite how small the opening was, it’s increasing size spelled doom to the ponies whose eyes were fixed upon it.

Within the throne room, Celestia, Luna, and Cadence ominously gazed up at the sight before them.

They now realized the severe amount of danger they were in.

Author's Note

Update: Edited on 12/21/18!

Re-edited and reuploaded on 3/13/23!

Chapter 4: The Adventure Begins

Although the attack on Canterlot had ceased and the creatures had left, the once lively, elegant capital of Equestria was ravaged, a complete mess. Numerous buildings had been damaged, burned to a near crisp, and numerous ponies and other creatures lay in the streets, writhing in pain and surveying the destruction the invading forces left behind.

The attendees of the gala fared no better. Mares' dresses were torn almost beyond repair and their beautiful manes severely disheveled. The stallions and royal guards, covered in dust, debris and other kinds of battle damage from the attack. Nurses from the local hospital had been called onto the scene to admit those that had been injured.

But Canterlot was not the only one impacted by this act of destruction. Its citizens were left in a state of shock as they attempted to recover from the devastating attack. Pastel Colorsplash was among those distraught, mostly because her latest masterpiece had been destroyed. Two whole years of hard work, sweat and tears had been blasted into a charred and torn up mess. She spent most of her time sobbing while others tried to console her.

Inside the ballroom, Princess Twilight and her friends, having slowly recovered from the shock, stood gathered together, and deep in thought.

"Just what was that all about?" Rainbow Dash brushed the dust from her Wonderbolt uniform and stretched her body and wings. Her left side still ached from being tossed hard onto the floor.

"Ah'm not sure, Rainbow..." Applejack replied and pointed outside the window. "But from th' looks of that there black hole in th' sky, this ain’t lookin’ too good..."

"Twiley, are you girls alright?"

The mares turned to see Shining Armor and several guards re-entering the ballroom. The stain of battle damage cast itself gravely on the Royal Guard. Multiple wounds adorned their faces and legs, feathers were disheveled and out of place, and their once shiny, smooth and polished gold and black armor now dented and scratched.

"Yes, Shining. We're all fine," Twilight smiled. "I just wonder how Celestia and the others are faring."

“What about our sisters?” Rarity questioned, “Are they safe?”

Just as she had asked, trotting out from behind the guards, came Twilight’s protege, Starlight Glimmer and her friend Sunburst, who had also been in attendance, followed by the Cutie Mark Crusaders. At the sight of their family and friends, the shaken young mares galloped over to embrace them.

"Sweetie Belle, thank heavens you're alright!"

"Did he hurt ya, squirt?" Rainbow Dash took the orange pegasus in for a comforting hug as Scootaloo quietly began to cry into her chest.

"Shh.. it's alright sugarcube..." Applejack cooed in her little sister’s ear, stroking her mane. "It's all over now..."

Twilight eyed the young mares, making sure they were all accounted for. "Wait a minute, where's Flurry Heart?"

"She’s with her mother, safe and sound," The spectacled unicorn replied. “Cadence said something about teaching her a lesson.”

"Hoo boy, sounds like Flurry's sure gonna get a lickin'...” Applejack intoned.

"I honestly don’t blame Cadence," Shining grumbled. "After how Flurry was recklessly disobedient, she's lucky if we don’t ground her for three weeks."

"She looked so upset," Starlight sighed, her face full of pity. "I just hope Cadence goes easy on her, she’s just a little kid after all."

The unicorn took in the time to look around at the damage around the ballroom, particularly the damaged chandelier, broken glass and spoiled food lying across the entire wing.

"Yikes, Whatever those creatures were, they sure made a mess of things..."

"And from the looks of it," Twilight added, "Everypony's taking it really hard."

And she was right, the entire crowd of ponies that had reentered the ballroom, save for the six mares, were in a state of unrest and panic. Checking each other all over for any injuries or cringing at the damage inside and outside the castle. Most of them were demanding answers. Why was this happening to them? Who or what were those shadowy creatures? Where did they come from? And most importantly, How do the princesses know of their existence?

"They were big!"

"They were nasty!".

"They looked angry!"

A loud groan caught everypony’s attention as a gray pegasus mare stumbled slowly into the ballroom. Derpy was in a daze, and had blacked out after being thrown outside and forced to hide during the stress of the attack. "Wh..what just happened?" she asked. “What’d I miss?”

"And Derpy made them angry!" Bon Bon angrily pointed an accusatory hoof at the confused mare. "This whole mess is her fault!"

"Yeah! Let’s get her!” The angry crowd turned towards the confused, trembling pegasus, surrounding her like a pack of hungry wolves. Before anypony could lay a hoof on Derpy, Applejack quickly stepped in front of her and shot a stern glare back at the mob of ponies.

"Now wait just a doggone minute!'' The cowpony barked defensively. "Y'all ought ta be ashamed of yerselves! Derpy tried ta warn y'all there was a possible danger! She tried ta save yer lives, but noooo. Nopony ever bothered ta think maybe this klutzy mare was right!” She glanced toward the grey pegasus, apologetically. “Uh, no offense."

"None taken..." Derpy replied. “I… think?”

"Well what'd you expect?" Lyra argued. "She came galloping in here panicking like some chicken with its head chopped off!"

Emotions ran higher as the ponies continued quarreling with one another over who was to blame, even the guards found it difficult to pacify the frantic guests.

"BE STIIILLLLLLLLLLLLLL!"

The entire floor shook violently as the entire crowd froze, and turned to face towards the back of the ballroom. On stage stood Princess Luna, her wings outstretched, and a very stern look upon her face.

"Your highness, thank heavens! We thought we'd never get these ponies to calm down!" One bat pony guard sighed in relief.

"At ease, Nightfall," The princess smiled reassuringly. “I’ll take things from here.”

The stern, authoritative look upon her face returned as Luna turned again to face the crowd of ponies looking up at her. "THY BEHAVIOR IS MOST CONTEMPTIBLE!" she boomed, her Royal Canterlot Voice ever so increasing in volume. "WE LEAVE THIS BALLROOM TO HELP DEFEND AGAINST A THREAT ONLY TO COME BACK TO FIND OUR SUBJECTS SQUABBLING LIKE WILD ANIMALS!"

With a heavy sigh, Luna relaxed herself and folded her wings back into place as she moved forward to the uneasy crowd. "We are currently unaware of how those creatures got in, nor do we care who's fault it is!" she continued, her volume now at a neutral pitch. "But we can assure our subjects that now is not the time to panic!"

"With all due respect, Princess..." one pony chuckled, stepping out into the open to face her. "Have you lost your Celestia-damned mind!?"

The entire crowd gasped at such language being uttered toward royalty.

"Look around you! The entire Gala is ruined, our city is half destroyed, there's a hole in the sky that is growing in size and we almost all died!"

"And to make matters worse," Shoeshine added. "Those creatures gave poor Roseluck, Daisy, and Lily post traumatic-shadow pony-stress syndrome!"

She pointed a hoof towards a corner of the ballroom, where three earth pony mares each lay curled up in fetal position, their eyes widened and bloodshot with terror, and rocking themselves back and forth.

"The horror... the horror..." whimpered Lily Valley.

"I'm too pretty to be a shadow pony..." Roseluck quietly sobbed to herself while sucking her hoof.

Panic erupted in the ballroom again, while Luna’s guards again tried to calm the guests down to a listening level once more.

"How will we defend ourselves?"

"We should bar our doors and windows!" Lemon Hearts suggested.

“We should go underground!”

"Does anyone else have any ideas?"

"ENOUGH!"

The princess’s boisterous tone brought silence once more as all eyes turned to focus the dark blue alicorn on stage.

"We are aware of everypony's fears and concerns of the situation and we are currently undergoing an investigation into this attack. As for all of you, I suggest that you head home and rest for tonight. Things won't seem so unbearable after you've had a good sleep. You may all move along, everypony. I bid thee all a pleasant rest of the evening."

"Alright, you heard the Princess," Another bat pony guard addressed the crowd. "The invaders hath gone, we'll repair all the damage and we shall reschedule the Gala. We can assure you all that everything is now under control."

"Easy for them to say..." Bon Bon muttered as the rest of the crowd began to clear out into the city, heading for home.

"Alright boys, we've got a lot to get done tonight." Shining Armor rubbed his temples with his hoof. "We have a ballroom, castle and city to clean up and ponies to escort home." The guards began to head off while Princess Luna disappeared into the next room.

Amidst the group of royal guards. Twilight spotted Flash trailing behind, also getting ready to head off. Instinctively, she quickly flew over to him. “Flash?”

"Oh, Twilight!" The sound of her voice led the stallion to turn and face her. "I was just..."

"Listen," She sighed, "I'm sorry about all of this."

"It's not your fault, Princess. If it makes you feel any better, I had a hunch that something bad was going to happen. But beyond all that, this was some of the most fun I've had in awhile. It’s not very often a guard gets to dance with a princess."

Twilight blushed and let out a small giggle, “I guess you’re one of the lucky ones.”

"Hey, Sentry! Are you coming or not?!"

The moment between the two was suddenly interrupted by the voice of one of the guards as they were just about to leave the ballroom.

"Keep your horseshoes on, Sun Shield, I'm coming!" Flash yelled back. "I should probably get going Twilight, but maybe I'll see you some time around..."

As he turned to leave, Twilight held out a hoof to his flank to stop him briefly.

"Wait! Before you go..." she slowly trailed off. "Th-thank you, for saving my life..."

The orange pegasus smiled warmly, “You’re welcome.”

Twilight watched as Flash trotted away to join the other guards, disappearing into the next room adjacent, leaving her and the rest of her friends alone in the ransacked ballroom. For a moment, the princess looked back longingly at the entryway and sighed happily. I really do like him, she thought to herself, her cheeks beginning to glow pink, and her entire face curving into a dreamy expression.

"I think you two got along pretty well tonight..." Starlight chuckled and trotted over to her mentor’s side, snapping Twilight out of her love-struck

"Starlight, I'm not in the mood..." the princess sighed irritably.

One of the guards stepped towards Sunburst and whispered in his ear before turning away.

"Well, I best be going. Cadence wants me to collect Flurry Heart and take her home..." Sunburst slowly turned away and began trotting back the way he came.

Twilight trotted over to one of the windows. Her eyes gazed up at the newly formed black hole polluting the sky. The mere sight of the ever so slowly growing hole caused Twilight to internally shake, her body fur standing on end, and her eyes much larger than usual. She just couldn’t shake the feeling that this strange phenomenon, along with everything that she had experienced tonight, seemed very familiar. She thought back to her dreams. I remember seeing a black hole in the sky, she thought. Just like this. Only, it was much bigger than this one is right now.

"Ya doing alright sugarcube?” Applejack asked. She and the other ponies trotted over to join their friend, lost in thought. “Yer start’n ta shake like a rattlesnake that just woke up in somepony’s boots."

"It's just that, I've seen this black hole before," Twilight’s gaze maintained focus on the black hole. "I just can’t believe it..."

The sound of a clearing throat caught the attention of the ponies. They all turned to find one of Princess Luna's bat pony guards standing before them. Twilight smiled and stepped closed to address him.

"Oh, hello Nocturne! What can I do for you?"

"My lady hath requested that I escort Princess Twilight Sparkle and her friends to the throne room,” The guard explained. “She, Princess Celestia, and Princess Cadence seek a private audience with you all..."

"Wait, an escort?" Rainbow Dash raised an eyebrow. "Uh, I think we can walk there ourselves."

"After what just transpired, darling," Rarity turned to the sky-blue pegasus. "One can't take any chances, should there be any more of those horrid beings hiding out in the castle."

"That’s right, Rarity," Twilight nodded. "Even though we can easily walk there ourselves, I appreciate the thought of security at these times. Thank you, Nocturne."

The bat pony guard smiled and began to lead the way out of the ballroom and into the dimly lit hallway, with the lilac alicorn and her friends following close behind.

A few moments before...

Celestia and her sister walked down the halls of Canterlot Castle, followed by Cadence, Sunburst and Starlight Glimmer. Further behind them trotted the Cutie Mark Crusaders and Flurry Heart, whose head and ears were lowered to the ground.

A look of utter disgust and shaming disapproval painted itself upon Cadence’s face, and given how her daughter had endangered her own life as well as many others, one couldn't blame her.
Flurry watched her mother whisper in Sunburst’s ear before he began escorting the Crusaders back to the ballroom. Behind him, Starlight shot a pitiful look toward her as she followed Sunburst and the others. The young alicorn immediately felt desperate for their company again, or anypony's company at all, for she could tell that she was in very big trouble.

"Flurry Heart!"

Flurry heard her mother's sharp voice from within their guest room in the hallway, slicing through the silence within the halls. She began to slowly trot into the room, watching the moonlight outside the balcony outline her mother's powerful, majestic head and folded wings, and feeling very sorry for herself. She had messed up big time, thinking she could easily take on such a powerful, malevolent entity and look where it got her, captured with no telling what would happen to her next. What made her think she was anything like Cadence, and the rest of the alicorn princesses, who had faced many dangers and challenges before she was even born?

Flurry Heart drew herself to her mother's side, her shoulders hunched miserably. Slowly, she let her eyes rise up to meet Cadence's.

"Flurry," the tall pink alicorn sternly said the moment their eyes met. "I'm very disappointed in you..."

Flurry looked down and sighed, "I know, Mom.”

"You could have been killed," Cadence continued, her voice rising with mounting anger. "You were disobedient! And even worse, you put innocent ponies in danger!"

Unable to hold back her tears any longer, the filly began to cry and shake in between her sobs. "I was just trying to be brave like you and the others," she sniffed, her voice as small as her hoofprint.

"There’s more to being a brave princess or warrior for that matter than you think..." Cadence explained in that same hard voice. Seeing the tearful, sorrow filled look on her daughter's face, she continued in a much softer, calmer tone, "Yes, there are times when one must stand up to danger, but Flurry… the most important thing is picking your battles, and not messing with things you have no business with. Being brave doesn't mean you go looking for trouble."

The filly looked up, tears still rolling down her cheeks, though the sadness was momentarily forgotten. "That's not fair," Flurry Heart said, this time with a certainty she hadn't shown before. “I’ve heard all the stories about you and the others. You and Dad’s love for each other was strong enough to push back an enchantress queen who threatened both Canterlot and your wedding! You and Auntie Twilight fought a tatzelwurm! You even freed the Crystal Empire from an evil king’s curse! You’re not scared of anything!”

Cadence paused for a moment, her gaze straying out to the balcony and looking out at the moonlit sky. "You’d be surprised," she said at last.

Flurry's head snapped up, and she stared at Cadence with wonder. "What do you mean?"

“Even during those times, I’ve had moments of fear. So have the others, especially tonight…”

“Really?”

"Yes..." Cadence looked down at her daughter, and a faint smile crossed her lips. Crouching down to Flurry Heart's eye level, she said, "I thought I might lose you, because I love you so much, as much as I love your father, my aunts, and especially, your Aunt Twilight."

Cadence’s words amazed Flurry Heart, her eyes widened with wonder. "Oh," she finally said. She then stared down at the ground, trying to ponder her mother’s words. Her mother, the Crystal Queen, the one who faced the most frightening, strongest, and most powerful of villains without a hint of fear, now admitted that she was afraid. Not of the creatures that attacked Canterlot, no, she was afraid of losing her!

"I guess even princesses and great warriors can get scared, huh?" she whispered, looking expectantly at her mother. Cadence's soft smile widened, and she nodded. Flurry returned the smile hesitantly, her ears coming back up as she wiped her eyes clean of any more tears. "But you know what?"

"What?"

"I think that warlock was even scareder!" Flurry grinned and was delighted to hear her mother laugh.

The princess' eyes gleamed, and she looked playfully into Flurry's eyes, "'That’s because nopony messes with your mom. Come here, you!"

She then suddenly scooped Flurry into the air with one hoof hugging her rather tightly.

"Oh, no, no!" Flurry gasped as she wiggled around in her mother's hooves, struggling to get free. She then pushed against Cadence's hard flank and managed to slip out just in time to leap back for a counterattack. She shouted triumphantly as she crashed into her mother's side but the next moment, the princess was racing to the other side of the large balcony. As they finally met on that side, their eyes matched face to face.

"Sunshine, sunshine, ladybugs awake," the two alicorns both sang in unison, hopping up and down on their hooves. "Clap your hooves and do a little shake!" they finished, and fell to the floor both rolling and laughing at their own merriment. Cadence’s heart filled with warmth, she had fond memories of when she and Twilight would do their special handshake and was proud that both she and Twilight could pass down the symbol of their bond to her daughter.

Flurry Heart rolled over to Cadence's side and nuzzled her, while looking up at her proud, forgiving mother.

"Mom?" she asked.

"Hmm?"

"We're pals, right?"

Cadence let out a light chuckle. "Right."

"And we'll always be together, right?"

Flurry expected her mother to laugh again but the next moment, the older alicorn didn’t respond.

"Flurry," she began. "Let me tell you something that my Aunt Celestia told me a long time ago..."

Flurry Heart swallowed and kept her eyes fully fixed on her mother's as Cadence leaned back her head and looked up softly at the night sky, ignoring the black hole polluting the majestic view.

"Look up at the clouds and the stars," she continued, and the smile slowly returned. "There exists an inner-dimensional plane, a powerful, righteous kingdom, that belongs to a great ancient tribe of alicorns that watch over us from those stars."

Flurry Heart fixed her eyes on the distant white dots twinkling in the night sky.
They seemed so far away…

"Really?" she whispered.

"Yes," Cadence said, matching Flurry's soft tones. "Now there will be times when I won’t be around, but I want you to know that whenever you feel alone, just remember that these great alicorns will always be there to guide you." Her voice grew softer and softer, and Flurry had to strain to listen. "And so will Princess Celestia, Princess Luna, your aunt Twilight, and especially me..."

"Cadence?" The pink alicorn turned to see Celestia standing in the doorway, a guard standing behind. Her aunt’s serious, concerning gaze informed Cadence of great importance.

"Mom? What's going on?"

Cadence then turned to her daughter, looking her in the eyes with seriousness on her face.

"Flurry, I need you to stay here, pack your things and wait for Sunburst. He'll be taking you back home to the Empire."

"But what about you?"

"Your father and I have some business to take care of here in Canterlot for a little while. While we're gone, I want you to listen to Sunburst and stay out of trouble, understand?"

"Yes, Mom..." Flurry nodded her head.

"We'll be home before you even know it, alright?" Cadence nuzzled Flurry’s forehead before leaving the room with Celestia.

"Alright."

As she watched her mother disappear down the hallway, Flurry grabbed her saddle bag and started packing her belongings.

A few moments later, while the six ponies and dragon followed Nocturne down the hallway, the events of the night began to invade everypony's minds once more.

"I mean, what was all that about?" asked Rainbow Dash. "With those dark coats, green eyes, and those tongues and teeth, and what was with that staff ‘Maldork’ was carrying?"

"It's 'Maldark', Dashie," Applejack corrected.

“I know what I said.”

"You're both saying his name wrong!" Pinkie Pie piped in. "It's not 'Maldark' or 'Maldork', it's 'MAAAAALLDAAARRRKK'!"

Her friends couldn't be sure, but they thought they could hear the pink earth pony's voice growing deeper and the sound of faint thunder and lightning flashing outside the castle right as she said that.

"Search me," Starlight replied. "But something tells me that we won’t be seeing the last of them."

"All I wanna know is why were those ponies such unreasonable meanie-mean pants?"

"I have no idea, Pinkie," Twilight shook her head, still feeling quite disturbed.

"What exactly were those creatures, anyway?" asked Spike.

"I’m wondering the same thing," Rarity replied. "And why do the princesses seem to recognize them? Was there something we missed after all these years of handling threats against Equestria?"

"I don't know, Rarity." The agitated princess sighed as they entered the throne room. The room was dark and quiet, except for the soft glow of candles and the soft, trickling sound of the fountains connected to the princesses’ thrones. There was no sign of Luna or the others in sight. "I've read every single book about every species of pony and other creatures in Equestria, from Changelings to Hippogriffs and even the felines of Abyssinia, but there's nothing in any of the books that covers anything like the monsters we encountered tonight!"

"They're 'Umbrum',"

Twilight and her friends turned towards the voice and saw Celestia, Luna and Cadence stepping out of the shadows to face them.

"Princess Celestia," Twilight began to ask, "what did you say they were?"

"The creatures we faced tonight were Umbrum, spirits of pure shadow, brooding with emotions of anguish, fear and hatred," her mentor continued.

"Beggin’ yer pardon, Princess..." Applejack stepped forward. "But how do y'all know so much 'bout these 'Umbrum', when we've never heard of them until jus' now?"

"The topic of the Umbrum has been very controversial in Equestria for over one thousand years,” Luna explained. “But given the recent events, we believe that it is time that you were told the truth about them."

"Yes," Her older sister nodded. "You see, long ago, around the time the three pony tribes united as one, the Umbrum were once real, living ponies like all of you, They lived their lives in peace and harmony. But then, Maldark, a wicked unicorn sorcerer, tricked a clan of ponies into thinking that Luna and I were their enemies and led an army to try and overthrow us."

"Why would he do such a thing?" asked Spike.

"Maldark wanted to kill my sister and myself so that he could take over the throne and rule Equestria himself in his power hungry greed," Luna replied, her eyes closed as she reflected on the conflict between them and their ancient foe.

"Indeed," said Celestia. "However, with the Elements of Harmony, we were able to defeat Maldark and his army, turning him and his followers into what their hearts were, nothing but pure shadow, and banishing them to a void created from our magic, known as the Shadow Citadel."

"The Shadow Citadel?" The ponies all asked simultaneously.

"The Citadel is another dimension far away from Equestria, a prison far worse than Tartarus, where all hope goes to die," Luna explained. "A dark and foreboding place where lost souls wander aimlessly, wallowing in hatred, anger, and fear."

"Before he was defeated," Celestia sighed, "Maldark vowed that he would return and seek revenge. And judging by what happened tonight, he and his cult were nearly successful, but it's only the beginning."

"The Citadel?" Twilight was surprised, it seemed as though the visions she’d been having were more real than she thought. She finally decided it was time for the truth to come out. "I... I've seen that place before... in my dreams. Actually, they’re really more like nightmares."

"Twilight Sparkle," her mentor’s expression grew stern, "You’ve been keeping secrets..."

"I'm sorry, princess.… I thought the nightmares would go away eventually, but then they only got worse. I was honestly planning to discuss them with you in private at the Gala, but then the entire invasion happened and it was too late. What puzzles me more is why Princess Luna never appeared in my dreams.”

"I did try to visit your dreams," The dark blue alicorn said. "But unfortunately, some sort of barrier of dark energy prevented me from entering." She turned to the lilac alicorn. "Just what exactly do you see in these dreams?"

Twilight took a moment to reflect on her dreams again, and at last it all came out, everything she had previously told those she trusted the most, from the happy memories of her coronation as Princess of Friendship, to her otherworldly encounter with Sombra, ending with the mysterious visions that plagued her mind. As they listened, the rest of her friends, especially the two sisters grew increasingly disturbed and intrigued by Twilight’s story.

"I also remember seeing a strange cloaked figure standing in the distance on a hilltop," She said, finishing her story. "And at that moment before the darkness engulfed me, I saw one final image. It looked like a tall snowstorm-drenched mountain. That’s when I always wake up..."

Luna looked towards her older sibling. "Sister, do you realize what this all means?"

"Yes,” Celestia nodded. “And it's exactly what I feared the moment after we fought Maldark."

"Wait a minute," Dash interrupted. "If you two were able to banish Maldark and his cult over a thousand years ago, and keep them locked away inside another dimension, how was he able to suddenly break free and start wreaking havoc for a little while?"

"I was hoping you'd ask that question," came the older princess’s reply. "Maldark and the rest of the Umbrum are serving a new master, somepony whom we thought was long gone. It pains me to say this, but it seems that... King Sombra... has returned."

Immediately, gasps from everypony filled the throne room. Fluttershy covered her eyes with her wings, shivering at the mere mention of his name. Rarity fainted to the floor in sheer shock. Applejack put her hooves over her mouth, while Pinkie Pie jumped into Rainbow Dash's hooves and started shaking.

"Th-that's impossible!” Spike stammered out once recovering from his shock. “We saw King Sombra get blown to smithereens when I brought the Crystal Heart to Cadence and the Crystal Ponies were able to restore its magic!"

"That's what we all thought too, Spike," Cadence sighed regretfully. "But it appears that when King Sombra was defeated, not all of him was destroyed."

"We're not sure how it was possible," Her older aunt continued, using her magic to display some images above the group of ponies. "But it seems as though the Umbrum finally grew strong enough to cut a hole in between their dimension and ours and retrieve the one piece of Sombra that survived his defeat: his horn."

"That was the one essential piece they needed to revive him," Luna confirmed. "And now with Maldark and the rest of the Umbrum serving him, Sombra, while still in a weakened state after being gone for so long, is slowly growing stronger. Strong enough that the Umbrum have been able to open a gateway between Equestria and the Shadow Citadel."

The group of ponies looked out the stained glass windows of the throne room, and gazed up at the sky. They could see the black hole that the Umbrum had created, which now looked a lot less small than it was before.

"That portal will continue to increase in size for about seventy-two hours," Cadence said. "If that hole gets any bigger, King Sombra and his entire Umbrum army will be able to escape. The sun and moon will be blotted out, and Equestria will be ravaged, a kingdom of pure shadow and fear."

"Time is running out, a night of eternal darkness approaches..." Luna intoned grimly.

Twilight immediately began pacing the floor, while she tried to maintain her emotions and not have a panic attack, she had no idea about what their first idea would be to prevent such a potential devastation from becoming reality.

She looked towards her mentor as she continued pacing. "Princess Celestia, surely there must be something we can do!"

"We've saved Equestria 'bout a dozen times," said Applejack. "There's got ta be a way ta prevent this nightmare from comin' true!"

"Yeah!" Pinkie Pie piped up. "I'm sure those creepy, spooky-ooky shadow ponies will be no match for us, what with Twilight's new super-smoldering fire blasts!"

"Yeah..." Rainbow Dash chuckled. Then she froze, remembering what had happened earlier. "Wait a minute, Twilight, I almost forgot, you blasted fire!"

“What are you all talking about?” Cadence raised an eyebrow.

The rainbow maned pegasus flew over to the princesses, excitedly.

"You won't believe what happened to Twilight!" she said. "So I was almost ready to bust us out of that cage and kick those jerks’ flanks, when Twilight let loose with some serious flames. No joke, Flames. Coming out of her horn!"

"We all saw it,” Applejack laughed. "Ya nearly burned us ta ashes, sugarcube!"

Twilight felt her lavender coat turning a light shade of red and smiled nervously. She wished that they would stop making such a fuss over the mysterious powers she had harnessed unknowingly.

"Princess Celestia! Luna! You should’ve seen her!” Dash continued. “She came out spewing fire! Alright, I tell ya, it was crazy and the single most coolest thing we ever saw!"

For a moment, the three alicorns just stood there, silently eyeing one another in a peculiar vibe. Rainbow’s ears drooped and her jaw dropped, confused at their blank reaction.

"You don't believe us? Uh, Twilight, you tell them what happened!"

The lavender alicorn stepped towards her mentor. "It's true, Celestia, I swear! I'm not sure how it happened, but when I was being restrained by Sombra's dark magic and saw my friends being threatened, I just got really mad. I started to have feelings of fear and hatred towards those creatures, and I used dark magic against them to break free. But once that happened, I rose up into the air, lowered my horn and then, whoosh! Flame city. It’s funny though, I don’t remember ever practicing..."

"It's not that, Twilight," Celestia held up a hoof, stopping her explanation. "I believe you all. It's just that... Luna and I never thought that the day would come..."

"What day?" Twilight raised an eyebrow.

"The day..." Celestia stared down at the ground in reflection before raising her head back to face Twilight. “When another pony would be able to harness Elemental magic."

Twilight couldn't believe her ears, she had never before heard of such a power. If anything, she would’ve studied it if there was known documentation of this phenomenon in one of the many books she had in her private collection. The other ponies were just as surprised as well.

"What exactly is this ‘Elemental magic’ you speak of?" Rarity stepped forward, her eyebrow raised.

"Elemental magic is an extremely rare power that not many ponies are aware of," The older alicorn explained.

"Even our knowledge of it is also unfortunately limited,” Luna continued. “Yet we do know that Elemental magic is connected with the Elements of Harmony. My sister and I were once able to wield its power, but once our link with the Elements faded after my imprisonment in the moon, our ability to master it vanished as well."

"However, there was an old ally of ours," Celestia closed her eyes as she began to reminisce, "that not only assisted us in defeating King Sombra, and locking away the Umbrum, but also helped in training us to control Elemental magic back when we were able to use it. He vanished long ago after Nightmare Moon's defeat, but recently I’ve been sensing his presence. And now, thanks to your dreams, we now have an idea of his whereabouts."

She lowered her glowing horn towards the ground, and a large, three dimensional model of Equestria, just like the one in Twilight’s castle, appeared. Celestia then proceeded to focus her eyes towards an almost barren valley showcased on the map, in the undiscovered west, just near the Smokey Mountains and White Tail Woods. "Right about here..." she pointed out.

Twilight focused her eyes on the western area on the map where her mentor was pointing towards. “So what you’re saying is…”

"Yes, Twilight," came Celestia’s reply. "If my hunch is correct, if you seek out this ally presumably at the mountain in your dreams, he will be able to teach you about your new powers as you continue to unlock them, and if he can assist us once more in defeating King Sombra and his Umbrum army, there may be hope for us all."

"Then we will accept this mission," The lilac alicorn boldly declared. "We'll find this mysterious ally and stop King Sombra before he even has a chance to break free." The rest of her friends nodded in agreement. The other fellow alicorns smiled.

"Very good, we'll be staying in Canterlot for the time being," Cadence trotted to join alongside her two aunts. "Buying you some time, should you be unable to find the ally before the portal grows too big by combining our magic together to create a shield around most of Equestria. That way, if Sombra’s army escapes before you return, it won’t be easy for them to take over."

Starlight looked towards her teacher. “What can I do to help, Twilight?”

"Starlight," Twilight eyed her pupil. "I need you to send all the students back home to their families, then get on the next train to the Crystal Empire in the morning. Help Sunburst take care of Flurry Heart and make sure the Empire stays protected. There's no doubt that Sombra will try to take control of it again. I also believe that Yakyakistan and the other neighboring kingdoms within Equestria should be informed of what’s going on."

Starlight nodded her head in acceptance.

"Very well then." Luna smiled. "The rest is all up to you all."

The princess focused her horn to cast a spell. A piece of paper, a quill, and an inkwell appeared, levitating in her aura as Luna sketched out a map of Equestria, directing towards the west, and when she had finished, presented it to Twilight to take. It had been some time since Twilight and her friends had been anywhere near the undiscovered west beyond the Smokey Mountains, so both Twilight and the princesses knew that the map would be quite useful.

"I wish you all good luck, my little ponies," Celestia called, as the six equines slowly exited the throne room one by one. Just as Twilight was halfway out of the doorway, her mentor trotted over to her.

"And Twilight..." she warned, The young alicorn turned her head to look back and face the older alicorn. "Remember, If King Sombra escapes, a shadow will fall over the land. And there's no telling what will happen after that."

"I won't let you down, Princess," Twilight said, a look of determination painted on her face.

The older alicorn smiled and nuzzled her old protégé's face, then said with a voice like silk, "You’ve never once let me down, my faithful student. And you never will..." And with that, Celestia used her magic to close the doors behind Twilight.

"So, are you girls ready for another adventure?" Twilight asked, turning toward her friends.

"You can count me in, sugarcube!" Applejack exclaimed.

"I was born ready!" Rainbow Dash said, determined.

"Ya hoo!" Pinkie Pie cheered. "This is gonna be so much fun!"

"I agree," Rarity nodded. "Let's stop that horrid unicorn king and his army before it's too late!"

"I really don't have a good feeling about this." Fluttershy shivered nervously. "But okay..."

"Then it's settled," The lilac alicorn and her friends put their hooves (or in Spike’s case, claws) in together. "Tomorrow morning, we leave to find this mysterious Equestrian ally, within three days! Now let’s go save Equestria!"

The journey, it seemed, was to be a strong one for the Princess of Friendship and her friends. Their homeland was in danger again and needed their help, its magic wouldn't last forever.

They knew that they could do it if they once again worked together.

They had to get this right, yes they had to make them see!

They could defeat those shadow ponies and solve this mystery!

Maldark and the other four Umbrum leaders roamed quickly through the halls of the Citadel, on their way to the throne room by commandment of Sombra. Upon entering the throne room, they found the king on his small throne, his back facing towards them, and gazing once again through his magic mirror. A glimpse of Twilight and her friends could be seen within its reflection as the image faded away into darkness.

“You summoned us four back to discuss things further, my lord?” Nightshade asked, uncertainty in his tone.

“Yes, now come forth…” King Sombra slowly turned to face his subjects, who took a few steps forward, their heads bowed to the ground in respect for their master.

“You may now rise.” He continued, and they did so, their eyes now focused solely on him. “Our surprise attack on Canterlot went for the most part, swimmingly. I shall admit there were some unexpected surprises.”

"That pesky little alicorn and her friends are much stronger than we thought," Shadowdancer snorted indignantly.

"Indeed, my dear," Her lover put his hooves around her back, stroking it gently. "It seems as though we'll have much more of a challenge on our hooves."

"I have just found out that the alicorns are planning defensive action while Twilight Sparkle and her friends go off to search for an important ally." Sombra explained. "That is certainly something we cannot allow. Unfortunately, having just been resurrected, I am weak and my magic can only do so much for my subjects."

"The new armor and weaponry you've given us is of utmost practicality," Nightshade spoke up. "And they fit perfectly. Why, Shadowy refuses to take his off."

"Shineny! Shineny!" The deranged, demonic earth pony babbled, admiring his brand new armor. The armor consisted of metal hoof gauntlets, a grey helmet with a built in communicator and a voice changer. A red horn-like marking that matched that of their king encrusted the helmet’s forehead. From the top of the helm protruded a faux black mane. The torso was also metallic and sharp spikes protruded on the shoulders and back.

"Yes, but that is still not enough." Sombra sighed, his expression furrowing with seriousness. “If our conquest against Equestria is to be a success, we’ll need to go over the many phases of my master plan."

“Which is why you summoned us here?" asked the Umbrum’s commander.

"Precisely.” Sombra grinned a small, yet venomous smile. The unicorn king closed his eyes as he focused his magic. Purple and green mist engulfed his horn. Maldark and the others took a few steps back as a large ring of green fire erupted in the center of the throne room. When the flames had settled, in their place was a large sprawling map of Equestria.

“Canterlot is our main goal,” he continued. “But from what I have gathered, Equestria has doubled in size since we’ve been gone. That means we have much more ground to cover, so many places to conquer and spread fear. I shall send divisions from our army to secure these locations, from the far north of the Crystal Empire, to the southern hemisphere where the Hippogriffs rule. With that in mind, we should take time to address any potential obstacles. Celestia thinks that she can match my wits and tackle us head on, correct?”

Nightshade raised a hoof to speak, “Well, the truth of the matter is…”

“WRONG!” Sombra’s loud roar greatly shook the throne room. His servants staggered on their hooves to not collapse on the floor. “As I mentioned before, my magical capabilities may be too limited to do much for all of you, however, there is a way for you to help me restore the remaining half of it. An old artifact that I used back in my final days ruling the Crystal Empire, an amulet that holds a power far greater than any of the four alicorn princesses and their little helpers combined. After I was banished, my amulet went into hiding. But half of its power remains within me, I still feel it. Once our portal grows big enough and we can finally escape this prison, you will find the amulet and bring it back to me. With this talisman, I will crush all who oppose me, destroy all who stand in my way until at last, Equestria is under my control!"

The adrenaline of planning out his conquest grew to the point where the king finally let out a psychotic cackle of triumph.

"What about after we overthrow Celestia and the others?" Shadowdancer asked.

"The thrill of anarchy shall continue. Putting Celestia's subjects and the other inhabitants to work as our slaves. Should any try to protest or refuse to comply, we shall imprison them in the darkest depths of the Citadel."

"Absolutely genius!" Nightshade snarled maliciously.

"And it's guaranteed to work." Shadowdancer nuzzled romantically against her partner’s mane.

"Now comes getting Twilight Sparkle and her friends out of the picture." King Sombra smiled, "We shall remove them all together, and lock them away in the Citadel for an eternity. To do all that though, we first need to set up a trap."

Sombra held out his hoof, his horn igniting with dark magic. He conjured up in a ball of bluish green flames a scroll of paper that looked just like the map Luna had given Twilight.

"Shadowy Eclipse," he said, addressing the inept earth pony demon obediently sitting as if he were a trained guard dog. "Listen to me, boy, I still have enough magic to transport you back to Equestria for a short amount of time, in that time limit, I want you to swap out Twilight's map for this one."

He levitated the fake map over to Shadowy Eclipse, who grabbed the piece of rolled up paper in his mouth as if it was a bone. Sombra then turned to the dark cloaked unicorn sorcerer.

"Maldark, my most loyal subject, you shall accompany Shadowy to Equestria. I’m counting on you to spring the trap, I don’t care what you do, as long as you bring Twilight and her friends to me."

Maldark obediently bowed his head. “As you wish, my lord.”

"Very well," Sombra’s smile faded, morphing into seriousness. "I believe everything is going according to plan. You have your orders. You are all dismissed until further notice."

Following his command, the four Umbrum spirits exited the throne room. Sombra himself returned his focus back onto his magic mirror. Closing his eyes, he cast a beam of dark magic at the dark crystal encrusted above it.

"Show me the princesses." He commanded. Instantly, the image within the mirror changed, obscuring his reflection. Now he had visual access to Canterlot Castle. Sombra watched as Princess Celestia and Luna gazed up at the pre-dawn sky from their balcony. The younger sister having just finished lowering the moon, giving way for the older alicorn's bright, shining sun peeking over the horizon.

"Sister, are you sure we can guarantee that Twilight Sparkle and her friends will be able to find him?" Luna asked, once her horn had finished glowing.

"We must have faith, Luna," came her sister’s reply. "With Twilight's new powers being essential, and with him as the only one to teach her, we shall be able stop Sombra before he succeeds."

The dark blue alicorn gave a deep sigh, "I know, it's just that I still have a bad feeling deep within me. You and I both know the reason why Maldark became the way he is now and most importantly we know what Sombra really wants deep down..."

"Yes," Celestia said, and then firmly eyed her younger sibling. "And it is something that we both agreed long ago must never again be spoken of..."

Luna nodded with reluctance and followed her sister back inside where Cadence was waiting. Sombra watched as the three alicorns stood together, and lowered their heads until their horns were intersecting one another and then ignited with magic. Once they had built up enough power, a surge of energy erupted from their horns into the sky before spreading out to the many corners of Equestria, forming a magic dome around the kingdom.

As he continued his watch, Sombra's expression changed, a look of forlorning, sadness, and uncertainty creased upon his face. Gazing at the image of the three alicorns together, the dark-coated unicorn focused his attention more so on Princess Luna, and let out a heavy sigh.

The king shook his head and lowered his horn to blast at the mirror’s crystal again.

“Now show me Princess Twilight Sparkle and her friends.” The image of the three alicorns and the rest of Canterlot Castle faded away, and the image of Twilight and her friends took its place, Sombra moved closer towards the frame and continued to watch over them, glaring with a purely maleficent grin.

"You and your friends certainly are very strong adversaries, worthy of my recovering, yet vast power. I'll leave you all to your happy thoughts for now and make myself busy preparing for my next visit. I just hope you and your friends will be ready in time as you say you will be, for things are just beginning..."

Author's Note

Edited: 3/17/23!