Chapter 1

She flashed back to her first encounter with Nightmare Moon. The possessed Princess Luna had done the same thing, but she’d been slightly more dramatic about it, and there hadn’t been that sense of “It’s over” in Twilight’s heart. As she stared at the shattered pieces of the jewels that had, until recently, been back in the tree of harmony, her wings drooped. At first, she wasn’t too concerned. The Elements of Harmony were a part of her and her friends after all.

If that was the case, why was Rainbow laying on her side, her back to Twilight, blood pooling under her. Applejack was propped up against a tree, her hat down over her blood stained face, both arms bent at un-natural angles. Rarity was nowhere to be seen, probably for the best. She’d been burned rather badly, and if she was alive, she’d likely never leave the hospital room. Fluttershy was crying, her back pressed against a tree near Rainbow, and Pinkie Pie was in two different places. Her upper body was pinned to a tree, skewered on one of the branches, her lifeless eyes staring down at Rainbow. Her legs were slowly sinking into a mire behind Twilight.

“That was disappointing…” the perpetrator of the attack said, causing Twilight to slowly look up at him, her eyes streaming with tears. Like the rest of them, he’d once looked like an animal. Though he’d been made of tree branches and earthen magic, he’d looked like a wolf. Now, his once earthen toned body was much like hers. Tan, life like, blood flowing through his veins. The hair on top of his head was slicked back, revealing twin ears in the same shade of black. The tail that swayed behind him matched the hair and ears. In his outstretched hand, he gripped Starlight’s throat, the mare still kicking as her body was slowly being robbed of life giving air.

“I expected the Elements of Harmony to be more powerful. Maybe they’ve gotten weak since you took on this seventh. Too bad too. I guess Celestia was wrong about her personal student. Look at you. You’re little more than a simpering filly at my feet.” He said, staring down at her. As she watched him, normal Timber Wolves came slinking out of the trees, staring at her injured friends as if contemplating their next meals. “Once I’ve finished with this one, you lot can eat your fill. It’s not like she’s going to stop me.” He snarled as Twilight watched through tear blurred eyes as his grip tightened around Starlight’s throat. Her friend kicked hard, landing a couple of blows on his thigh, but otherwise not injuring him.

Shaking her head, Twilight tried to reach out to him. To plead with him to spare her. All he did was step back, causing her to miss and fall into the mud, hear tears falling freely. Squeezing her eyes shut, Twilight waited for the impending sound of Starlight’s neck snapping. Instead, she heard a wet sounding plop, followed by Starlight gasping for breath. Looking up, Starlight was clutching her neck, which was slowly growing red, and gasping for air. As she looked around, the Timber Wolves were scattering back into the trees as Unicorn Guards wearing the armor of the Royal Canterlot Guard landed, spears drawn. Looking up, Twilight saw her mentor landing in front of her, between her, Starlight, and the former Timber Wolf who had nearly taken her last, apparently, living friend from her.

All of the guards leveled their spears at the wolf, causing him to grin, until he was lifted off of his feet, encased in Celestia’s magical aura. As Twilight watched, all of her friends were also encased in Celestia’s magic, Pinkie pulled off of the tree. Twilight nearly choked on her tears as Pinkie gasped in pain, blood spilling from her mouth. She was alive. Entirely encased in Celestia’s magic, she wasn’t bleeding anymore, her wounds slowly and gently cauterizing. Even Rarity was levitated out of the trees, her burns healing slowly. Before long, all six of Twilight’s friends were behind the guards, all of them encased in Celestia’s magic and slowly healing, at the very least being kept alive.

“For the crimes you have committed, you will be sentenced to death. Do you have an argument?” Celestia asked the wolf, who just grinned.

“Why should I argue with such a delicate little flower as you Celestia? Death is as much a part of life as birth is. Did you ever stop to think that maybe it’s these mares time?” He asked and she closed her eyes and nodded to the guards, who all lunged at the same time.

Back at Canterlot.

“They are mending well, Twilight. Pinkie Pie is being operated on by our best surgeons, but they will have to replace her legs with prosthetics. Fluttershy’s wings are mending well. As long as she doesn’t use them, she should be able to fly again before too long. Rarity’s burns are healing, though the one across her eye is too much of a risk. Applejack will have to keep her arms in slings for a while.”

“And Rainbow?” Looking up at her teacher, Twilight’s heart nearly broke. The look on Celestia’s face at the mention of the only other member of her friends she hadn’t said anything about was almost too much.

“She’s… mending. But…” sighing, Celestia looked at the floor. “It will be quite a while before she can fly again. His blade severed the tendons under her right wing. They’ll need to mend before she can fly. Which means she’ll need to stay with you and Starlight, so you can administer the healing spell.”

“So… her dreams of being a Wonderbolt?” when Celestia shook her head, Twilight’s eyes brimmed with tears. Being a Wonderbolt was Rainbow’s dream. If she couldn’t attain that, she’d be heart broken.

“I spoke with Spitfire, and she is more than willing to leave Rainbow’s place in the Wonderbolts open, but her retirement is coming up soon, and neither of us are sure the next captain will keep Rainbow Dash’s spot in the Wonderbolts free.” Looking at the floor, Twilight clenched her fists. If Rainbow wasn’t mad already, Twilight knew she, at least, was.

“Do we know anything about the wolf?”

Shaking her head, Celestia stared straight ahead at Luna and several other researching who were pouring over books. “Thus far, we haven’t found any mention of Timberwolves becoming flesh and blood. But we’re doing everything we can.”

“Timberwolves are normally so easy to stop… just hit them with a tree branch and they break apart, but they’ll reform and run away. But him… he almost killed us. All of us. And he was alone when we found him. When he first attacked, all I thought he was doing was trying to hurt us, so we called on the elements but they vanished when he…” swallowing, Twilight turned to look at Pinkie Pie’s room. Nodding, Celestia wrapped her arm around her student’s shoulders.

“I’ve called Cadence and Shining Armor. They are leaving the Crystal Empire in the hands of their Guard Captain and will be here shortly to be by your side until your friends mend. Flurry Heart will be coming with them.” she said and Twilight looked up at her mentor before turning and burying her face against Celestia’s chest. Her mother hadn’t been to see her yet, but if Cadence and Shining Armor were on the way, there was no way her mother wouldn’t know soon.

“What about Starlight? Is she ok?”

“I’m fine Twilight. My throat’s a little tender, but at least we’re all alive…” she said, rubbing her throat as she walked down the hall, leaning heavily on Princess Luna. When Twilight noticed she had a crutch in her free arm and her leg on that side was bound in a cast and elevated by a strap over her shoulder, she covered her mouth.

“I didn’t even see him do that…” Twilight said as the two approached.

“Well… he didn’t. When he disappeared after Celestia and the others appeared, I hit the ground at a bad angle. It’s not bad, but I’ll have to have this cast on for a while. At least I won’t need the crutch for long.” Smiling, Twilight couldn’t help but throw her arms around her friend’s neck, crying against her.

“Princess Celestia, we found something you may want to see.” A guard said as he approached from behind Celestia. Turning, he led her, Princess Luna, and the other two to the front gate. When they arrived, he stopped the two guards from opening it. “You… may want to prepare yourself… princess Twilight.” He said and Twilight paled visibly and nodded. Nodding back, he pushed the door open. With a scream, Twilight dropped to her knees beside Celestia. Her mother and father, hung upside down, naked, their intestines spilling out of slits in their stomachs, their heads staked to their legs.

Celestia dropped in front of Twilight, pulling her student against her to hide her from the site. “Is Spike safe?” she asked the guard, who nodded.

“Yes, Princess. Several of the guards, both of Moon and Sun, have gone down to Ponyville to retrieve him. They are armed for combat, should it come to that.”

“As much as I hope it doesn’t, good. They may need to defend themselves if the monster that did this is trying to get to Spike. He’s a resourceful little dragon. If the guards aren’t there yet, he’s likely hiding if the wolf is there.” Hopefully the guards get their first. Celestia added silently to herself. “Take those two down. Please. They deserve to be put to rest, not displayed at my front door like a prize.” The guards nodded and two Pegasi guards flew up and started gently untying Nightlight and Twilight Velvet to lower them to the ground. Looking to the north, Celestia saw a carriage approaching and gestured for the guards to take the bodies inside.

Without a word, the four guards carried Twilight’s parents into the hall. Celestia wrapped an arm around Twilight’s shoulders and led her outside, the door closing behind them as the carriage drew closer, holding Shining Armor, Cadence, and the school aged Flurry Heart. She was sure her niece couldn’t see from that distance, but without warning, Cadence leapt out of the carriage, her wings carrying her much faster than her Pegasi guards. When she reached their side, she practically slid to a stop in front of them. “Twilight? What’s wrong? What happened? We got a letter that you’d been attacked… are you ok?” She asked and Twilight turned to look at her, tears streaming from her face, before throwing herself into her former foalsitter’s arms.

The carriage landed not much sooner after, Flurry hopping out and running around to see her favorite aunt, only to stop, seeing that Twilight was crying, heavily. Shining climbed out of the carriage and strode to his sister. Before he could ask what happened, Celestia gestured him away. Looking at his sister, he turned and followed the Princess of the Sun to the side. “Auntie Twilight… are you ok?” Flurry Heart asked and Twilight turned and looked at her before dropping to her knees and hugging her niece tight. Cadence looked at Twilight before looking over at her husband and aunt. Seeing Shining’s shoulders tense, she walked over and touched him gently, only for him to throw her off and stride towards the doors to the castle, throwing them wide.

The site inside had Cadence’s blood running cold, her hand flying to her mouth to stifle a gasp. The guards were being ever so gentle, but the site was harrowing none the less. Seeing Flurry Heart trying to get around her father to see, Cadence scooped her daughter up in her arms to hide the violence from her. “I’ll kill whoever did this…” Shining said, tensing again when Celestia touched his shoulder.

“We’re sure we know who did this, but I’m afraid you might not be a match for him, Shining Armor. When we found Twilight and her friends… it wasn’t a pretty sight. Rainbow Dash is barely holding on, Applejack may never be able to use her arms again, Rarity is going to be scarred for life, Fluttershy may never fly again, Pinkie Pie is barely holding on, just like Rainbow, and Starlight’s throat is badly bruised. Twilight is unharmed because he appeared to be playing with her.” The princess of the sun said and he looked over his shoulder at her.

“All seven of them? You mean to tell me one pony did this?”

“He wasn’t a pony…” Twilight said as she approached. “He was a wolf. He used to be a timber wolf, but something happened to him.”

“I believe I know what it was that happened, sister.” Luna said, Starlight sitting on a bench with a guard checking her bandages. “Nightmare Moon.”

“What do you mean Luna?”

“While I was imprisoned on the moon as Nightmare Moon, I remember her thoughts were of two things. Revenge against you… and a way to stop the Elements of Harmony. When she was released from the moon, she set into motion a spell that could destroy the Elements of Harmony. It was meant to turn a lowly Timber Wolf into a creature immune to the Elements. It seems the spell took hold more fully than she could ever dream, if what Twilight is telling us is any indication.” Princess Luna said and everyone looked at her.

“Initially, the spell was meant to be immune to the Elements of Harmony, and if it was cast on a creature, that creature would become immune to them and could take a blast from their magic without being effected. Destroy them, if need be. It seems the spell took hold more fully than even she could have anticipated and turned a Timber Wolf into something not only immune to the Elements, but immune to nearly all magic, as well as making it a flesh and blood creature.

“And it seems that the new Wolf is more powerful than the Elements, if he managed to destroy them entirely.” She said and Celestia nodded.

“If it is immune to magic, we may have to find a new way to stop it. I’ll not risk my student or her friends by trusting that they can befriend it, as they did with Discord. If its purpose was to destroy the elements that may have evolved into ending the barers of Harmony as well.” She said and Shining Armor looked at them both.

“If it’s immune to magic, we’ll have to resort to more crude measures. I’ll begin training the guards to use swords and spears instead of relying on their magic.”

“It’s more than that, Shining Armor. It made its way into Canterlot. Your mother and father were here, in the castle. They applied on as teachers to my academy. If it’s powerful enough to slip through the defenses we have set up against attack, as well as to get into the castle itself undetected, it’s more than just training guards to use swords and spears. We need to keep Twilight and her friends, as well as their families here. I have already dispatched guards to retrieve the Cakes, the Pies, the Apples, and Rarity’s family and Spitfire and the Wonderbolts know to keep a detail on Rainbow Dash’s parents. They should… be… safe…” Celestia said, trailing off as a laugh began echoing in the castle. Looking around, Celestia’s eyes fell on one of the guards standing near the stairs as Applejack descended. Hearing the laughter, she paused and looked at him only to jump back as a blade lashed out, cutting her cheek.

With movements so fluid, the guards surprised themselves at how quickly they drew their swords and converged on Applejack. “That is just too precious, Celestia… The Wonderbolts. That truly is a precious notion to one so fond of banishment.” The guard said and Celestia’s wings flared, her horn igniting in time with Luna and Cadence’s. Shining drew his sword and summoned his magical shield only for the guard to look over at them and grin, revealing razor sharp teeth. “That’s cute, Shining Armor. What say I reunite you with your parents…?” He said and, with one swift movement, he’d broken through Shining Armor’s shield and was standing right in front of him, his sword drawn and piercing Shining’s leg. Before he could withdraw the sword, Celestia’s horn lit brighter, developing a second aura, as the Wolf was blasted out of the shield.

Executing a maneuver in midair that even Rainbow Dash would have been proud of, he landed lightly on his feet and Celestia realized her mistake as he straightened, his claws on Twilight’s shoulder, his blade against her throat. “Quite easy, infiltrating your castle with the increase in guards. You should be ashamed. Anyone with even a mild understanding of shape shifting could get in. Hell, anyone that knows even a mild bit of misdirection could get in.” He said with a smirk before he glanced over his shoulder and lashed out with his sword, catching Starlight Glimmer across the arm. “Smart. Trying to sneak up on me from behind with an invisibility spell. I’m a wolf though, so you’ll have to mask your scent and your footsteps. I’m impressed though, so I suppose you can live. Not that that means anything. When I’m done with this one, I may just return to kill you all anyways.”

When Shining moved between him and his wife and daughter, the wolf grinned. “Now, there’s a brave soldier. Protecting the two most important to him. Or should I say a treacherous brother, leaving his beloved little sister in the grip of a psychopath.” He grinned as he leaned down, pressing his nose against Twilight’s neck, causing her to flinch, tears spilling form her eyes.

“Why…?” She asked and he looked at her.

“Because you smell good.” He smirked and she closed her eyes and turned her head to the ground.

“Why my parents?”

“Oh that? Well, ask Luna. She created me with all of her dark intentions and feelings. She could answer better than I could. To me, it was just fun. Showing that I could get through Celestia’s barrier so easily. Proving to all of you that none of you are safe. Top it all off, it meant I’d get to see your gorgeous body again.” Grinning, he ducked his head again, inhaling her scent and making her flinch again. “And I got to test my magic. Again, thank Luna. I have all of the power of Nightmare Moon. And then some. Quite thrilling to know I can fool the Princess of the Sun, the Princess of the Moon, and the Princess of Love, as well as her loving husband and Captain of the Canterlot Guard.”

“You think we’re going to let you just walk out of here after what you’ve done?” Shining Armor asked and the wolf grinned.

“Well, unless you want your dear, sweet little girl to watch her favorite aunt’s head roll, you won’t move a step.” He said and Twilight winced, the tears flowing freely again. “And if I were you Celestia, I’d lower the magic in that horn of yours. One miss-step and I might slip…” he said, pressing a blade against Twilight’s throat, eliciting a whimper from her. “Now… which one of you do I want to take with me… to make sure none of you follow me? Hmmm…” Tapping his chin with the rear of his blade. “I suppose I could take this one… but I’m too tempted already to bend her over and ruin her for other men.” Hearing that, Twilight whimpered more and struggled a little, only for him to tighten his grip around her stomach, causing her to flinch.

“How about…. You.” He said, pointing his blade at Starlight before shoving Twilight, roughly, at Shining armor. Taking the initiative, Celestia’s horn lit and blasted the spot where he’d been standing only for him to move much faster than she’d anticipated and have Starlight between himself and all of them, his blade now pressed against her throat. “I suppose none of you will believe me, but I take no joy in serving your parents up to you the way I did. I was created to cause havoc, not pain.” He said and Twilight looked over at him, almost feeling sorry for him until he grinned. “Oh wait, that’s a lie. Ta-ta ladies. And I do mean you, Captain.” Flourishing the blade, the two of them were engulfed in flames and, as Shining leapt for them, he passed through the fire, unharmed, just as it sank into the ground, Starlight and the wolf gone.