Villains Are The New Thing

by ShadowedKnight68

Rating: teen
Tags: Human, Main 6, Drama, Gore, My Little Pony: Friendship is Magic, Alternate Universe, Comedy, Adventure
Length: 10867

Ever since Jack was a kid he always loved villains more then heroes, one day he is given the chance to be one, he agrees And is went to Equestria as the newest villain.

Jack is scrolling through channels when he sees a new episodes of My Little Pony, he makes a comment about how dumb the villain is and says that he could be a better one, a mysterious woman appears and gives him a challenge, that if he can take over Equestria he wins if he can't then she wins.

Edited by the ever glorious https://www.fimfiction.net/user/272063/Organical

Published 2017-11-16 18:10:06 UTC
Last updated 2018-07-18 19:51:17 UTC

It Begins

A twenty-year-old man was sitting on his couch going through channels out of boredom, the man's name was Jack, it was a Saturday mid-afternoon and he had nothing to do, nothing to read, and nothing to watch.

He sighed and continued going through the channels, there was nothing good on lately, most shows have lost they're quality recently, cartoons were even worse, dumbed down for children.

Jack eventually stopped going through channels and was now on a new episode of the show My Little Pony, the episode was about the main characters fighting a mare who was the villain, she had dark grey fur and dark red hair, she was a unicorn as well.

She had beaten the girls, she actually had a chance to actually win, but instead, she started to monologue.

"Finally now with you defeated, I shall steal your powers using this amulet and use them to rule all of Equestria, not even the Princesses will be able to stop me, I shall be unstoppable!" she laughed maniacally.

Jack groaned "Why the hell would you announce your entire plan to them? Why not steal the powers, take over, and keep your mouth shut about your plan?! Is that really that hard? Or is your ego so big you have to announce your so so brilliant plan to your enemy?" He huffed with anger building in his system.

"I could be a better villain...." He said in annoyance.

"Is that so?" A woman said sitting on the other side of the couch, she had dark red hair and similar colored eyes, she was wearing a red shirt and black skirt with a black leather jacket, she was looking at Jack with a smirk.

Jack jumped, falling off the couch "Who in the hell are you? How did you get in here?!" He yelled whilst standing up.

She chuckled "Not important, what is important is that you said you could be a better villain then her" she pointed at the tv that was now paused on the evil mare.

"What? Yeah, why??" Jack was slowly moving his hand to the phone that was on a table near the end of the couch, trying to not be obvious, this psycho was very likely dangerous.

"Well, I simply wanted to propose a challenge of sorts..." She looked at her nails.

"A challenge?" He needed to keep her talking to distract her from his objective.

"Yes, I'll give you the chance to be a villain and prove yourself better then her" she filed her nails now suddenly having a nail file.

Jack stopped going for the phone "what..?"

She smiled seeming happy to get exactly what she wanted, she looked at him "If you agree to the challenge, you will get to be a villain...".

He was suspicious of that phrasing "What's the challenge?"

"Simple, you get the body and powers of a villain of my choosing, then you have to try and take over the place of my choosing," She stated with a smirk "although if you wish to call the police and have them arrest me, go ahead, you'd simply just be missing out".

Jack looked at her than the phone, ever since he was a kid he didn't look up to the heroes in shows and movies, he liked the villains more they always seemed to be more interesting. Their backstories, their powers, the way they are the opposite of the hero, how they are everything the hero fears and hates.

And now he had a chance to do that, to become a villain, all he needed to do was agree to this challenge this psycho crazy lady was giving him and he just listened to what he was thinking.

"Okay... okay, you have to realize that all this sounds crazy," he said looking at her.

"Oh yes of course, but then again this is your once in a lifetime chance, I won't offer twice I have others to offer this challenge too, so decide if you want to pass up this offer and lose any chance of gaining your greatest desire" she smiled teasingly.

'Damn it she's good...' He thought and sighed "Alright, I accept".

"Really? You didn't even know what I get if you lose" she stood up "but okay".

"Wait no I wanna know what you get!" He quickly said.

"Too late! I guess you'll just have to find out for yourself, goodbye" she snapped her fingers and a rainbow-colored portal opened up, it sucked Jack into it but he was able to hold onto the carpet.

"Wait, no!! I change my mind! I don't even know your name!" He tried to say anything that might keep him here.

"My names Crimson" she stepped on his hands making him let go and get sucked into the portal.

Jack screamed as he flailed through the colorful rainbow "I regret everything!!!" He was thrown out of the other end of the portal, it caused him to slam into a tree knocking him out cold.

[[[[[[[[[[{Three Hours Later}]]]]]]]]]]

Jack groaned waking up, he looked around finding himself in a field under a large tree.

"...did I get drugged and dropped off in a field?" He asked but his eyes went wide, his voice sounds like a woman's, he looked down and was even more shocked to find dark grey fur all over his body, strands of dark red hair fell into his vision, he looked between his legs proving the theory he had.

"no...NOOOO!!!!!" She threw her arms into the air and yelled.

"That little shit put me in that mare from the pony show....hrrr" she stood up and started pacing "Now what the hell do I do? I'm a talking pony in the middle of a field, oh and I'm a chick, I'm such an idiot!! Why didn't I ask more questions?! Like oh what happens if you win, or what happens when I win, but noooo I had to be a dumbass and say sure I'd love to be a villain with no knowledge of what the hell I'm doing!" She yelled and punched the tree.

"That really hurt!!" She fell to the ground kicking and screaming into the air.

This went in for a few minutes, birds were giving her some weird looks.

She huffed calming down now "Okay, throwing a temper tantrum isn't helping...." She sat up "if I win this challenge then I get something

I want...but I'll need to take over, I guess that pony land or whatever it's called".

"No time like the present I guess" she started walking, she was staring at her hooves as she walked, it was weird to have hooves instead of hands and feet.

She needed to try and think of how she would go about taking over a nation "Learning about this place would be my first step, so I need to find a library" she continued walking till she got to a dirt road "Perfect, where there's a road there's civilization".

She followed the dirt road looking around as she walked.

[[[[[[[[[[{Ten Hours Later}]]]]]]]]]]

Jack was panting as she dragged herself down the road "So tired....so thirsty...".

She was ready to give up and die when she saw a town in the distance "town....civilization" she dragged herself faster towards the town, once there she stood up and tackled the first pony she saw who had a drink, she gulped it down.

"What the heck??" The stallion looked up at the weird mare that just tackled him and drank his drink.

"Dude, you have no idea how long I've been walking, you can buy another one, I'm broke" she tossed the guys cup and started looking for a library.

She walked down the road looking around, she passed a bakery, what looked like some fancy tower "Wonder what's in there...none of these places have signs that signal their purpose..." She opened the door making a ringing sound from the bell, she walked in.

"Hello?" She called looking around frantically.

A white mare walked down the stairs with a smile "Hello there, are you here for an order?".

'Order? Was this a restaurant?' Jack thought "no I'm actually new to this town and I was just exploring".

"Oh that would explain why I've never seen you before, well welcome to Ponyville, my name's Rarity" she smiled solemnly.

"Ponyville... really?" Jack looked at her with a raised brow.

"Yes... why?" Rarity looked at her with a confused expression on her muzzle.

"Forget it, my name's ...um" she realized she couldn't call herself Jack, it didn't really fit her body and the names she's heard while walking around town, she looked around and then looked at herself, she had red hair and almost black fur "my names Midnight Rose".

"Oh, that's such a beautiful name" Rarity smiled.

'And now I hate it....' She thought but kept her smile "Thanks".

Rarity looked at Midnight and then smiled "Darling I must make you a dress, with your colors, I could make a fabulous dress design for you".

"Oh, you don't have to do that...." She tried making her way to the door.

"No, it's nothing really" Rarity smiled and pulled Midnight upstairs.

Midnight looked at the door as she was pulled upstairs.

A few hours later, Midnight was standing wearing a dark grey dress with red linings, she had a dark red blush on her face, Rarity was smiling at the new dress.

"You look amazing darling" Rarity complimented.

"Heh yeah, thanks for the compliment..." Midnight smiled weakly through her embarrassment "I really have to go...um...I don't have money...so I can't really pay you..." She prepared for the yelling.

"Oh, it's fine darling it was my pleasure" Rarity smiled, she then got a box and bag for the dress, she folded it in the box and then put it in a bag for Midnight.

"Wow...um thanks really..." Midnight took the bag and left the building "This town is crazy...." She continued down the road to look for a library.

She walked over to a mare "Hey, can you take me to the local library? I'm new here".

The mare smiled "Of course" she then started walking followed by Midnight.

[[[[[[[[[[{A Few Minutes Later}]]]]]]]]]]

"It blew up?!" She yelled looked at the empty spot.

"Unfortunately, yes," the mare answered.

'Then why the hell did you bring me here?!' Midnight wanted to yell but kept quiet, she groaned "Okay, where can I read books on history?" She asked with her eye twitching in anger and annoyance 'why the hell would she bring me to a destroyed library' she thought in anger.

"Hmm, well I know the princess has a library in her castle, you could go there" the mare suggested.

"Okay, odd...where is this castle?" Midnight asked.

"There," she pointed at the castle near town.

"How did I miss that? ...alright, well thanks for nothing, you suck" Midnight made her way towards the castle 'I have to go to a princess and say I wanna read some books?? I bet I'm gonna get the door slammed in my face' she thought and huffed.

She got to the castle and knocked on the door.

The door opened but no one was there.

"What the hell is this shi-" Midnight said before being cut off.

"Hello?" A small purple dragon said.

Midnight jumped back "woah! You're small!"

"Hm, thanks for the reminder" he went to close the door.

Midnight put her hoof in the door "hehe yeah, sorry, I actually need to...get a few books here, the roundness said it was required" she really hoped the roundness wasn't here or her lie wouldn't work.

"You mean Princess Celestia sent you?" He asked.

"...yes?" She really hoped this would work.

"Well okay I guess" he opened the door letting her in, he then leads her to the library.

"Holy shit, there are so many books!!!!" Her eyes were wide with wonder an amazement, she had a large smile on her face, as a kid she read a lot.

"Oh boy, you're another Twilight... I see why Celestia sent you...." He said looking at this mare that was making the same face Twilight did when she was excited about knowledge.

"Oh yeah sorry, hehe... I like books..." She rubbed the back of her neck embarrassed.

"Really couldn't tell," Spike said sarcastically.

She looked at him annoyed "So you're like the butler?" She smirked seeing him get annoyed.

"No" he looked at her with an unamused expression.

"Do you clean here?" She asked as she started circling him

"Well yeah but," he said, getting interrupted by her.

"Do you bring tea and help out the princess?" She asked with a devious smile on her face.

"Yeah, I guess..." He said getting interrupted yet again.

"But I'm guessing you don't get paid very much or at all do you?" She glanced at him.

"No, I don't" he rubbed his arm.

"Then you're lower than a butler, a servant really..." She looked at him, it wasn't the reaction she wanted.

"Yeah..." He hung his head sadly.

She walked behind him "So, then go and tell her you deserve to be treated better, should you be a slave? Go show her you're more than that".

"Yeah!" He got a fierce expression and ran off.

"God, I'm good at this or he's just too easy" she chuckled and started grabbing books on history, she soon found herself holding ten books, each were on history, but she saw that said magic, she nor iced a lot of these ponies with horns so maybe there was magic in this world.

She walked over and tried to grab it but she didn't have any way of getting it without dropping the ones she had, her horn tingled and the book floated in the air before going to the top of the stack of books she had.

"Woah....haha! I have magic, I have the power!!" She yelled "now time to leave" she whistled as she left the castle and went back into town.

[[[[[[[[[[{Twilight}]]]]]]]]]]

Twilight was a looking at a map trying to figure out where the magical disturbance came from, she had felt it hours ago but she couldn't figure out where it came from.

Just then Spike burst in "Alright Twilight, I'm tired of being your servant, if I'm gonna be cleaning, helping around, and doing things for you then I need to be paid!"

Twilight looked at him confused "Spike.... what are you talking about?"

"What am I talking about? What am I walking about?!" Spike took a moment to think about it "...I have no idea".

"Are you feeling okay...?" Twilight asked, worried and walked over to him, she felt his head but it didn't feel warm like a fever.

"Yeah I'm fine, it's just this mare that was kinda like you came in and she said the princess had sent her to pick up some books, then she started saying things and...it's all kinda blurry after that..." Spike said rubbing his head, he couldn't remember why he was angry.

"What mare?" Twilight asked.

Spike then led her to the library to find it empty and a few books missing "she was right here...".

"I guess she left" Twilight looked at the books that were missing "Why would the princesses request history and magic books?"

"Hm, maybe a new spell? Or maybe this mare is a new student of hers?" Spike theorized.

"A new student...?" Twilight' eyes grew with excitement.

"Oh man, now you're doing it, you two are so much alike!!" Spike said looking at Twilight.

"I have to find her!" Twilight ran off.

"Um...okay..." Spike said but she was already gone "So weird...I need to lay down..." He walked to his basket.

Making Friends

Midnight whistled as she walked down the path, while the books levitated behind her 'Magic is so easy, honestly I expected it to be hard but it's so damn easy' she thought and chuckled, she really did have no difficulty in holding the books, she didn't feel tired at all.

As she trotted through town, she heard running coming from behind her, she looked back and found a purple pony with a horn and wings running her way.

"She's in a hurry, hmm... wait doesn't having wings and a horn mean something?" Midnight questioned and opened the books flipping through pages till she stopped on pony species "hmm, Unicorn, Earth Pony, Pegasus. An alicorn has a horn and wings, they are royalty like Princess

Celestia, Princess Luna, Princess Cadence, and Princess Twilight Sparkle...huh" she looked back at the purple Alicorn running her way, she then looked back at the book, then back at the Alicorn "oh shit" she closed the books and started running.

"Shit shit shit shit shit shit!!!!" Midnight yelled as she ran from the princess 'shouldn't have stolen the books!' she yelled in her thoughts as she ran, the princess right behind her

[[[[[[[[[[{Twilight POV}]]]]]]]]]]]

Twilight chased after the dark grey mare, eventually, she decided to teleport in front of her, when she appeared in front of the mare, she wasn't able to stop from crashing into Twilight.

The grey mare groaned as she rubbed her head, one of the books she had was laying on her head "How'd you get in front of me?" she asked while rubbing her head.

Twilight rubbed her own head "Sorry that I didn't teleport far enough ahead" she stood up "but now that you've stopped, I want to ask you some questions".

The grey mare went wide-eyed at that moment.

[[[[[[[[[[[{ Midnight POV}]]]]]]]]]]

'Shit, she caught me' Midnight stared at the purple pony wide-eyed.

"Who are you?" She asked simply.

"My name's Midnight Rose, but you can call me Midnight" she quickly remembered the new name she had given herself "so...who are you??".

"My name's Twilight Sparkle," the now identified Twilight Sparkle said.

'Oh my... she is one of those princesses!' Midnight thought and began to slowly get nervous.

"Are you Princess Celestia's new student?" Twilight asked.

'Celestia? Wait she's the older sister of the moon one' Midnight thought and quickly formed a lie "yes...I am..." She'll admit she didn't sound very convincing.

Twilight's eyes sparkled with excitement "I can't believe Celestia has a new student, and she's here!"

"Yup... pretty exciting, hehe" Midnight chuckled nervously, she stood up and got her books "so now that that's settled, I'm gonna go" she went to walk away but Twilight got in front of her smiling.

"No no, you should stay at my castle, we can talk about stories from being Celestia students, and I could maybe teach you spells I figured out,"
Twilight said with excitement in her voice.

'learn more magic?...damn that actually sounds interesting, and if I say no, she might talk to Celestia about me, dammit' Midnight sighed

"alright..." She agreed

Twilight squealed with excitement and hugged Midnight "This is going to be great!" She pulled Midnight back towards the castle

"Yup... the greatest" Midnight chuckled nervously as she was pulled along 'this is gonna suck'.

[[[[[[[[[[{Three Hours Later}]]]]]]]]]]

Midnight was laying in a chair as Twilight was explaining an entire history lesson her coming to town, she was correct in thinking this would suck.

"And then we were able to defeat the Shadow Pony because Starlight was able to free the pony that was trapped in the darkness" Twilight finished with a smile.

'Oh thank sweet baby Jesus you're done' Midnight sat up "that's very interesting, but I'm a bit curious on some spells you know, anything powerful?"

Twilight thought for a moment "hm no not really".

'Dammit,' Midnight thought "how about you teach me that teleporting spell than".

"Oh sure" Twilight smiled.

Midnight smiled and walked over ready.

"Just focus on a place and then focus your magic into sending you there," Twilight said as her horn glowed and she teleported across the room.

"Heh that's sounds easy" Midnight chuckled and lit her horn, then in a flash she was now in the desert "okay...not across the room...let's try this again" in another flash she was in a snowy area with a snowstorm blowing ice cold wind at her "nope... definitely not across the room" she teleported again and found herself in an old looking castle, she walked over to the broken window and looked out it, the castle was embedded in a mountain and had a magma moat surrounding it "well well well, this looks like an evil villains castle, hehe I'm totally using this when I take over" she chuckled and teleported again.

She found herself floating in a purple void with floating pieces of land, he spotted a house on one "well this is just ridiculous" she huffed.

"And chaotic," a man's voice said, it belonged to what looked like should be living here, some type of chimera creature.

"Who are you" Midnight raised an eyebrow as she floated upside down.

"I am the god of chaos" he bowed.

"Hm...your name Bedlam?" She asked.

"No it's Discord, my sister's name is Bedlam," Discord said as he smirked watching Midnight flout around.

"Damn I was close..." She huffed and looked around "nice place you got here".

"Thank you" Discord walked over and booped her nose "cute adorableness you have there".

Midnight growled "I hate you" she teleported and found herself in the clouds, she heard thunder "son of a bi-" she was hit by lightning and she teleported once more, this time she found herself by Twilight, she had smoke coming off her and had burn marks all over her.

"Um wha-" Twilight was about to ask her what happened but Midnight cut her off.

"I'm gonna go rest, had enough of this day... goodnight" Midnight went to take a step and collapsed to the ground out cold

[[[[[[[[[[{Twelve Hours Later}]]]]]]]]]]

Midnight groaned waking up 'damn that was a crazy dream, I was a mare, I'll have to talk to my therapist about that....' she thought and rubbed her head, she then saw that instead of a hand, she had a hoof "ah dammit..." She huffed putting her hoof down.

'how am I gonna take over this place?' she sighed and stared at the ceiling, she had a family to get back to, she didn't want to loose any of those people, she was feeling hopeless but then new hope filled her body 'no, I need to stop thinking of that, this is my dream come true, to have the power of a villain and to have the chance of one too, that woman said I'd return home if I conquer this place then I will and I'm going to enjoy the hell out of it, Equestria's going to see what a true villain looks like because I'm going to do much worse than simply become the ruler, oh no, I'm going to become the worst pony they've ever seen' she smirked and began planing.

[[[[[[[[[[[{}]]]]]]]]]]]

Midnight walked down the hall and into the kitchen to find Twilight and her little dragon servant "Hey, Twilight" she smiled sweetly.
Twilight smiled while Spike glared "Oh, I'm so glad you're awake I was really worried when you passed out".

"Yeah well, I wasn't expecting it to be that difficult when you told me how to do it" Midnight made sure to put subtle venom in her words while keeping that sweet smile.

Twilight chuckled nervously and rubbed her leg "yeah sorry about that..."
"Hey, it's fine really" Midnight placed a hoof on Twilight's shoulder comfortingly.

Twilight smiled before she got an idea "Oh, I should tell Princess Celestia that you learned a new spell" Twilight conjured up a piece of paper as well as an ink and quill.

Midnight thought fast "No need, I already sent her a letter, she told me she wouldn't be able to write back anyway if I sent her anything new, she will be dealing with other things pretty far away, she couldn't say where or what though" she hoped that lie would work.

"Oh okay, well I guess I can just tell her all the new things that you'll learn while we're together, when she comes back" Twilight smiled.

'hehe Hook line and sinker, it must be my special talent to convincingly lie' Midnight thought while retaining her sweet smile "Well, while I'm here why don't I meet your friends? The founders said I should make some friends while I'm here"

Twilight nodded "That's a great idea" she walked over to Midnight and they started making their way out, Spike followed with his arms crossed, he still didn't like Midnight after the things she said.

The three made their way through town towards the Boutique, Midnight remembered she was here yesterday.

"Oh hey, this is Rarity's place, do you have an order from her or something?" Midnight glanced at Twilight.

"You've already met Rarity?" Twilight asked.

"Yeah, she made me a dress" Midnight spotted that mare who she got bad directions from a wicked smile formed on her face and she made a small rock go in front of her hooves, the mare was holding a large cake so she wasn't paying attention to the ground, she then tripped on the rock and fell into the dirt, her face smashing into the cake, Midnight burst out laughing.

Twilight looked at her confused "what's so funny?"

Midnight was able to calm down "hehe nothing, c'mon let's go meet another one of your friends" she smiled and they continued walking.

They arrived at Sugar Cube Corner and walked in.

Midnight looked around "Oh, it's a bakery huh, never been to one before".

"Really? Well, now you have" Twilight smiled.

'No shit, Captain Obvious' Midnight thought but kept her sweet smile.

Suddenly Pinkie came, tackling Midnight "Hi there!"

Midnight glared at her "Get off me, or I break you..." She growled.

Pinkie quickly got off her and hid behind Twilight chuckling nervously.

Midnight stood up and got her mane out of her face 'that's going to get annoying' she thought and looked at the two.

"This is Pinkie Pie, Midnight" Twilight smiled.

"Nice to meet you," Midnight said not caring.

"Sorry I just got excited seeing a new pony in town, oh by the way what's your favorite color???" Pinkie asked smiling brightly.

"Black," Midnight said blankly staring at her.

"Hmm, okay" Pinkie ran off.

"Yeah, she's the weirdest I've met yet in this town" Midnight huffed.

"The first time meeting Pinkie can be a lot to handle," Twilight said rubbing her leg "How about we go meet another one of my friends?" She offered.

"Let's go do that" Midnight left the bakery with Twilight.

"Let's go to Sweet Apple Acres next," Twilight said and led the way, once they were there, Midnight found many many Apple trees all around a farm.

"An apple farm?...huh...never been to one of these either" Midnight looked at the trees and then the farm 'What would a farm run by ponies have?' she questioned in thought as they walked towards the farmhouse, she spotted a few farm animals 'The hell do they have farm animals for?'

Twilight knocked on the door, shortly after, Applejack opened the door, she smiled.

"Hey, Twilight what brings you here?" She asked.

'bet her name has apple in it' Midnight thought and waited to see.

"Well Applejack, I wanted to introduce you to my new friend, she's Celestia's new student and she's new to town" Twilight smiled gesturing to Midnight with her hooves.

'Heh, I was right' Midnight thought and smiled "Hey, my name's Midnight Rose, but you can just call me Midnight".

Applejack smiled "Nice to meet you Midnight, ah imagine Twilight's been pretty excited to be with you since yer Princess Celestia's new student".

"Definitely, hehe" Midnight chuckled and Twilight blushed.

"Well, you're welcomed around here whenever" Applejack smiled.

"Cool" Midnight started walking away won't Twilight "so miss Sparkle who's next?"

"Oh Fluttershy is next, Rainbow Dash will be later" Twilight answered as they left Sweet Apple Acres, they made their way out of town and Midnight saw a small cottage.

"Huh, cozy little place," Midnight said as she looked around.

"Yeah, oh and Fluttershy's a little shy around new ponies, so please try not to be loud or anything," Twilight asked as she knocked on the door.
'never would have guessed she was shy' midnight mocked in her thoughts.

The door opened to a small butter colored pegasus mare with a light pink mane and tail "Oh, hi Twilight" Fluttershy saw Midnight "Oh, who's that?" She whispered to Twilight.

"Fluttershy, this is my new friend, Midnight Rose, she's new to town and I wanted to introduce her to everypony" Twilight smiled.

"You can just call me Midnight, nice place, I like that it's a bit away from the town making it nice and calm here" she smiled looking around.
Fluttershy smiled "Yes, it is very calm here, the animals and I like that about it".

"Animals?" Midnight asked.

"Oh yes, I take care of animals" Fluttershy answered.

"Huh cool, so what type of animals, dogs, cats?" Midnight asked and she saw a bear in Fluttershy's house "Holy mother of a beaver that's a bear..."

"Oh, he's Harry, don't worry he's very friendly, would you like to meet him?" Fluttershy offered.

"I'll pass, I kinda... have a thing about..." Midnight was backing away from the house as she started sweating "um uh bears and...uh...I-I g-gotta go!!" She ran away from the house as fast as she can.

"Oh, I'm sorry Twilight I had no idea she was scared of bears" Fluttershy apologized.

"It's ok Fluttershy, I didn't know either" Twilight watched Midnight disappear into the distance.

Silver

Midnight continued running even as she was in town 'a bear could easily make it here in a few seconds!' she yelled in her head, she'll admit she may have a pretty big fear of bears, she looked back to see if the bear was following her.

She slammed right into something and crashed to the ground in pain "Oh my God... I'm dying.... can't breathe...!" She looked up to see what she ran into.

It was a stallion, he had grey fur and a silver mane and tail, he was wearing royal looking armor, he looked down at Midnight and an apologetic look "So sorry about that, I didn't see you" he held a hoof out to help her up.

"I hit you...? It felt like a brick wall" she grabbed his hoof and pulled herself up.

"Heh, yes well that's what happens when you train a lot, you become harder to knock down" he chuckled as he looked back at the memories.

"I'll remember that..." She looked at his armor "so, are you like a knight?"

"I am actually, my name's Silver Blade, I'm with Princess Celestia's Royal Guard" he bowed with pride.

"Cool, I'm Midnight Rose" she smiled but on the inside was panicking 'he's with Celestia's Royal guard?! Crap. he cannot meet Twilight, she'll ask questions and my cover will be blown!!' she thought in panic.

"You wouldn't happen to know where Princess Twilight Sparkle would be? I've been looking all over town with an important information to give her" Silver asked her.

'crap!' Midnight thought "nope no ide-".

"Midnight, there you are, sorry that you got scared back there" Twilight trotted over with a light smile.

"There she is!" Midnight smiled widely her eye twitching.

"Good, Princess Twilight Sparkle, I am Silver Blade, I'm with Princess Celestia's Royal Guard, the Princess gave me very important information to give you," Silver said after bowing.

"The Princess? Okay, come on we can talk about it in the castle" Twilight said and walked towards her castle.

Midnight was smiling widely and twitching 'Oh God, here it is, the moment where everything comes crashing down, well I'm getting the heck out of this town' she went to walk towards the train station.

"Midnight come on this involves you too," Twilight informed.

'Dammit!!' she sobbed in her thoughts and turned around following Twilight and Silver.

[[[[[[[[[[{}]]]]]]]]]]

Midnight was sitting on the couch next to Twilight as Silver got ready to tell them the important information.

"Princess Celestia sensed a strange magical energy surge near Ponyville a few days ago," Silver said in a serious tone.

Midnight was beginning to sweat.

"The magical energy was unlike anything she has seen before and is very dangerous if put in the wrong hooves, she wanted to know if you had seen anything strange or unusual lately" Silver asked looking at Twilight.

"No I haven't, but...Midnight" Twilight looked at Midnight.

"Y-Yeah?" She looked at Twilight her fear intensifying.

"Have you seen anything on your way into town or while you were in town?" Twilight asked.

'Oh, thank God' Midnight thought in relief "No, I haven't seen anything" she smiled 'good thing she hasn't put two and two together'.

"Alright well, I'll be staying in town to keep an eye out for anything out of the ordinary" Silver said and went to leave.

'good luck bud because I'm right here and you didn't notice, muhahahaha' Midnight laughed maniacally in her thoughts.

"Wait, you could stay here if you want" Twilight offered with a smile.

'You son of a' Midnight thought angerly.

"That would be great" Silver agreed with a growing smile.

"Alright, I'll show you to your room" Twilight walked away with him.

'well crap, now I have to be careful around him' she huffed and walked to her room, once there, she locked the door, and closed the curtains. She began reading up on history and magic, anything that will help her.

Once she finished reading, she got up and pulled an empty book from a drawer in the desk in her room, she set it on the desk and got a pencil out, she opened the book and began writing all the information she knew so far, a habit she had was writing the bus she was planing down.

"Okay, so Twilight believed that I'm Celestia's student, Silver is a Royal Knight with Celestia, meaning I have to try and keep a distance from him, I also gotta figure out how to take over this world, I'll need an army...or an ally that has an army..." She smiled wickedly and closed the book, she then hid it between the wall and the desk, she left the castle and went searching for an ally. she had the Equestrian Species book with her and a map as she walked.

She was flipping through pages while she left the town and into the forest "Okay, Umbrums.... imprisoned, Wendigos... banished, hmm, oh here we go, Changelings, bug-like horses with wings and horns that can change their appearance, they live in hives in the Badlands, so they are like ants basically just really really big. Hmm, and they have a queen named Chrysalis, she's a power-hungry mare... huh" she closed the book "She's perfect!" she made her way to the Badlands smiling.

[[[[[[[[[[[{}]]]]]]]]]]

Midnight found herself in front of a large hole filled castle after several long, dreadful hours of searching, she looked at the book with an illustration of the hive and tune back up at the castle "I found it, hehe" she put the book in her saddlebags and walked towards the entrance only to be locked by two Changelings.

The Changelings hissed as they flew at her.

Midnight lit her horn and grabbed them both, she then slammed them together before throwing them out of the way. He continued inside, whistling a small tune as she levitated and slammed Changelings that ran at her into the walls and ceiling, eventually she found what she assumed was the throne room with the largest Changeling she's seen "Ah you must be Chrysalis, my na-" she was cut off when Chrysalis shot a green magical blast at her only for her to dodge it.

"You dare to believe you can just waltz into my hive and come up to me?!" Chrysalis yelled as she charged another blast "I am Queen Chry-"

Midnight grabbed Chrysalis and slammed her to the ground forcing her horn to point at the ground, she then walked up to her looking down at her with an annoyed expression.

"H-how the hell did you do that?! You're just a unicorn you could pos-" Chrysalis was cut off when she was yelled at.

"Shut up and listen!! I'm not like any of those lame little happy ponies, I'm from somewhere that makes everything you've done look pathetic, you're a foolish little insect but you have something I can use, deny and will burn this and everyone of your species before I do, are you ready to listen now?" Midnight asked as she got up close to Chrysalis' face.

"I'm listening..." Chrysalis growled.

"I plan to take over Equestria, and once I do I think there will be enough to share with others, but I need your army, help me and I give you what you want, as long as it means I can leave this colorful magic world, do we have a deal?" Midnight asked.

"How do you plan to take over Equestria? I have tried before, what makes you think you can do it?" Chrysalis asked with force.

"Oh simple....I have knowledge of millions of other villains, and I know all the mistakes they've made which means I can prevent those mistakes from happening to me" Midnight smirked "this place is ruled by four Alicorns, take them out and this place will crumble, all I have to do is get them a certain place, and I think you can help with that".

"Fine... I shall help, if this plan of yours fails then you shall suffer for it" Chrysalis growled.

"Don't worry your little buggy head queeny" Midnight released Chrysalis and let her stand up.

"So how shall this plan of yours begin?" Chrysalis asked.

"Simple, I need you to look like the Alicorn Twilight Sparkle" Midnight explained.

"That is easy," Chrysalis said as she changed into a copy of Twilight.

"Damn, I wasn't expecting you to look exactly like her, hehe, this is gonna work better than I thought, now here's the plan, we need to get a small green stone from a volcano" Midnight started explaining the plan to Chrysalis.

[[[[[[[[[[{Eight Hours Later}]]]]]]]]]]

Celestia was sitting on her throne when a Guard rushed in he levitated a letter to her, Celestia opened it and began reading it.

Princess Celestia, I have found the magical disturbance and I require Cadence, Luna, and yourself immediately, come to the forest just outside the Everfree, I fear that this may bring total destruction to Equestria if it isn't taken care of.

Twilight Sparkle

Celestia got off her throne and teleported to Luna's room "Luna wake up, we need to go, Twilight has found the magical disturbance I told you of, we need to get Cadence, Twilight said that this thing may bring total destruction to all of Equestria". Celestia sputtered while shaking Luna

Luna got up now fully awake "Okay, let us go then" they teleported to the Crystal Empire and found Cadence with Flurry Heart.

"Celestia, Luna, what are you both doing here?" Cadence asked tilting her heard.

"We are here because Twilight has found a dangerous magical disturbance that threatens the very existence of Equestria, she needs all of us to go and stop it" Celestia explained.

Cadence set Flurry in her crib "Let's go" all three then teleported to where Twilight had said in her letter, once there they found nothing out of the ordinary.

"Are you sure this is the correct location, Celestia?" Luna whispered looking at her sister.

"This is where Twilight said it was..." Celestia looked around before spotting Twilight unconscious on the ground a few feet away, she looked beaten and bruised, she ran over to Twilight with fear and tried to wake her up "Twilight?? Please wake up! What happened?!"

Twilight's eye shot open and she smiled "surprise!"

Celestia looked confused before she felt a sharp pain in her back then coldness spreading through her body, she looked behind her to her sister and niece only to find black stone slowly covering their bodies, she found the same stone spreading on her back "w-what is this...?"

"Simple Princess....it's your defeat" Midnight walked appeared suddenly smiling.

"W-what?" Celestia looking at her as her limbs slowly froze into place.

Midnight levitated a small green stone up hanging from her neck on a necklace making Celestia's eyes widen "Hehe, you must have heard of this stone, the Medusa Stone, very powerful magic lies within it, it allows the user to freeze anypony of their choosing".

"Who are you??" Celestia struggled to move her head as the stone spread up her neck.

"My name is Midnight Rose, and I am the one who is going to take over Equestria!" she let out a maniacal laughter as Celestia froze completely.

Chrysalis turned back to normal and walked over to the stairs smirking "Oh, this is too good..."

"I knew she wouldn't be able to resist a hurry to help her old student, now you remember the rest of the plan?" Midnight looked at Chrysalis.

Chrysalis changed into a copy of Celestia and smiled "My army is already infiltrating the Chrystal Empire, I'll be going to Canterlot impersonating Celestia".

"Excellent" Midnight said and Chrysalis teleported back to Canterlot, she then laughed wickedly "Oh, this feeling! Is this what it feels like to be a villain?? It's amazing... oh this world is going to crumble under my hooves" she then lit her horn and opened a hole in the ground, she then levitated the princesses' into the hole and closed it "Don't go anywhere you three, I want you here to see your world fall to me HAHAHAHAHA!!!!" Her laughter echoed through the air.

[[[[[[[[[[{}]]]]]]]]]]

Midnight walked into Twilight's castle humming while smiling.

"Hey you're in a good mood, what were you doing?" Twilight asked with a smile.

"Oh, I was just out for a walk" Midnight smiled "Now I'm going to go rest, I have a lot planned tomorrow" she walked by Twilight and into her bedroom, she laid in her bed and went to sleep with excitement for the next day filling her body.

Plans Unfold

Midnight was sitting in front of her window watching as birds flew by, she had a small smile on her face, from another's point of view one would think this to be normal, a pony watching the sky smiling, nothing wrong with that. But if they knew why she was smiling, then they would see how dark it truly was.

She was smiling because she had just defeated three Alicorn Princesses' three days ago, she didn't think it would feel this good knowing she defeated three beings that were seen as gods. It made Midnight feel powerful, her plan was going perfectly and soon she'd have Equestria, she had to hold back her laughter, Twilight was still in the castle and still a threat at the moment, but that would change soon.

Lighting her horn Midnight teleported to the castle she had found, she then walked to the throne room and looked around at the crumbling walls and ceiling, she lit her horn beging to fix the walls and ceiling, but her ear twitched "hello Chrysalis" she said in monotone voice.

In the darkness of the shadows behind Midnight, two green eyes appeared before Chrysalis walked out of the shadows "I had thought I was hidden well..." She said as she walked towards Midnight.

"To an average pony you were hidden perfectly...but to me you were as plain to see as the horn on your head" Midnight replied as she returned to fixing the room.

Chrysalis walked up next to Midnight and rubbed her head on hers "hmm...I missed you" she said with a smile, it caused midnight to smile slightly.

In the days after defeating the Princesses' Midnight and Chrysalis had begun a relationship of sorts. Midnight knew Changelings fed off love and other emotions and needed them in order to be strong, so she decided to give Chrysalis her love, she needed Chrysalis and her hive as strong as they could be to serve her the best they can. Although she never intended to gain actually feelings for the Queen, neither did the Queen for her.

"So did I Chrisy" Midnight smile at the nickname.

Chrysalis growled "why must you continue to use that horrible name? You will refer to me as Chrysalis".

"Of course" Midnight apologized "...Chrisy".

Chrysalis growled again "I will drain you if you continue".

"And risk harming me? You care to much for me" she smirked.

"That will change if you continue using that ridiculous name" she glared at her.

"Oh fine I'll stop...but only because I like seeing you happy" she kissed her on the cheek causing Chrysalis to shiver and gain a smile "and I love doing that".

Chrysalis smiled "I'll admit...your love does fill me ever so much".

"Good because that's how I like you, nice and strong" Midnight finished fixing the room "now how is your rule of Canterlot going?"

"Perfectly, those foolish little ponies don't even realize I've replaced their Princess, nor my Changelings that replaced the others" Chrysalis chuckled.

"Good, Twilight doesn't suspect a thing either" they both left the throne room and walked through the castle, making their way down stairs to the bottom before reaching a large door "everything is going just as I planned" Midnight said as she opened the large doors revealing a giant mine, ponies with chains around their necks were mining away, the Unicorns had magic canceling rings on their horns, the Pegasi had their wings chained to their backs preventing them from flying, the Earth Ponies had their back legs chain together. Changelings we're all over making sure the ponies didn't try anything.

"Hehehe...even the replacing of the ponies in each of the kingdoms is going well" Midnight smiled

"I still don't understand why we aren't replacing the ponies in Ponyvill, if we did we could easily overpower the elements" Chrysalis questioned.

"Because if we mess up there they will notice and ruin everything, but if we take over everything around Ponyvill and they notice...they will be powerless, completely surrounded with no pony to help them" Midnight explained.

"Hm....I suppose your right" Chrysalis agreed.

Midnight saw one of the ponies fall to the ground exhausted, she lit her horn and shot a bolt of red electricity right next to the mare making her jump back to her hooves and looked at Midnight "I don't believe I allowed a break...now continue or I'll turn you to stone and shatter you" she emphasized by levitating up the magical black stone on the necklace around her neck.

"The Princesses' will find you and free us, then you will pay!" The mare yelled.

"Oh really?" Midnight smiled and looked to Chrysalis who then proceeded to change into Celestia "your Princess is buried underground as a stone statue" the look of horror on the mares face after hearing Midnights words made her smile grow bigger "back to work" she ordered and the mare hanging her head went back to mining.

Chrysalis smiled rubbing her head on Midnights neck "oh your cruelty is so delicious".

"And never ending" Midnight added as she began chuckling while she watched the ponies work.

Silver was pacing back and forth after reading the letter Celestia sent him, in it she had ordered him to remain in Ponyvill and continue to search for the anomoly. Something was wrong he could feel it, why would she give him the same order and nothing more? Shouldn't he be trying something else? Why tell him to do the exact same thing again?

He sighed not being able to come up with any answers and left his room to go search once more, as he was walking down the halls he spotted Midnight leaving her room 'maybe shes noticed something odd too' he thought as he walked over to her "hey Rose mind if we talked for a bit?"

Midnight looked at him and smiled "sure Silver".

"Good, well has Celestia sent Twilight any letters recently? And if so has she Twilight mentioned her acting off in them?" He asked looking at her.

"Hm...no she hasn't mentioned anything to me, why?" Midnight asked tilting her head.

"Nothing...I guess I'm just being paranoid" he chuckled "I'll talk to you later Rose" he walked away.

Midnight smiled till he was out of sight when he turned a corner and glared "Rose? I've told him repeatedly to call me Midnight....hrr he's going to be the first to go when we attack" she growled and walked away.

Silver was standing around the corner, he was walking away till he heard her talking 'I have to warn Twilight and the girls' he hurried through the castle searching for Twilight, luckily he found her in the library "Twilight I need to speak with you, it's urgent".

"Oh um..ok" Twilight walked away from her book and over to Silver.

"I believe your friend Rose is planning something, something not good, she said she was going to attack and that I'd be the first to go when she did" Silver explained while looking around in case Rose walked in.

"What? Midnight wouldn't do that, I mean yeah she's grumpy from time to time but she's not evil, she's Celestia's student" Twilight explained.

"She's what...?" Silver asked confused.

"Celestia's student, c'mon I can understand not telling me but you? Aren't you her royal knight?" Twilight asked

"She's never mentioned Rose once" his expression turned stern "...Twilight get your friends we're going to ask Rose some questions".

Twilight nodded and went to get her friends

A few minutes later and the mane six and Silver were together outisde Midnights room, Silver had his sword out and he looked to the others and nodded before opening the door.

Midnight was reading a book when the door opened and they all walked in "um...ever heard of knocking?"

"No joking around Rose we have questions and you need to answer them" Silver said sternly.

Midnight closed her book "ok I'm not a book but I can give it a shot at answering your questions" she smirked.

"What did you mean by attack and getting rid of me first earlier?" He growled.

Midnight growled internally but raised an eyebrow "what do you mean? I didn't say that ever".

"I heard you perfectly clear" Silver glared at her.

"Why did you lie saying your Celestia's student??" Twilight asked.

"What? I am-" Midnight was cut off by Silver.

"I've been Celestia's Knight for years now and she's never mentioned you once, or having another student" he walked closer.

'shit...they know...dammit! I was hoping for at least three more days...' Midnight huffed "fuck it, your right I'm not her student, to be honest pretty much everything I've said to all of you has been lies, I'm very proud of myself for getting this far hehehehehe but I guess all good things must come to an end" she lit her horn and teleported away.

"Ugh! She got away! next time I see her I'm bucking her to the moon" Rainbow Dash growled.

"No! Dammit we have to get to Celestia and tell her what's going on!" Silver said looking to Twilight, who nodded and lit she horn teleporting them all to the castle, they then hurried to the throne room bursting through the doors.

"Princess Celestia there's a mare wh-...." Twilight froze when she saw midnight sitting next to Celestia "that's her!"

"I know Twilight" Celestia said calmly.

"No she's been lying to us all and she's planning something" Twilight said glaring at Midnight who was smirking.

"As I said...I know Twilight" Celestia said as she was engulfed in green flames revealing she was Chrysalis.

"Chrysalis!" The girls yelled.

"Oh good their eyes do work, I was worried they didn't" Midnight chuckled.

"Guards get them!" Silver yelled but none of the guards moved.

"Oh allow me, guards get them" Midnight ordered and the guards rushed to them surrounding them pointing their spears at them.

"W-what?!" Silver yelled in confusion.

The guards were engulfed in green flames turning into Changelings.

"They replaced the guards!" He yelled.

"Not just the guards" Chrysalis smirked.

"What??" Twilight looked at them fear evident in her expression.

"Oh allow me Chrysalis, It's time for an evil monologue" Midnight said and cleared her throat "you see I was the magical anomoly, I have been trying to gain stronger magic all my life, the anomoly the princess discovered was me gaining even more and testing my power, but I still wanted more power and I had a realization, what in this world has the most powerful of magic? Alicorns hehehe and so my ingenious plan formed."

"I needed to find an allie I could trust and that was Chrysalis and her army, then find somewhere I can call mine which I did find, and then eliminate all the major threats, that being the Princesses', replace them with Changelings and continue to replace everyone in Canterlot with changelings, after that I'll take the power of the Princesses' and become the most powerful Alicorn in Equestria, then eliminate you all but it won't hurt to do that part now" she lit her horn.

Twilight lit hers and telepeorted them all away.

Midnight chuckled "and now we continue with the real plan, hehehehehe God I love being evil" she telepeorted away with Chrysalis to the castle, once there they started walking as Midnight opened the doors in front of them "order your army to start the mass invasion, it's time Equestria belonged to the villains!!" She cheered with a wicked smile across her face.

Chrysalis nodded and sent out her order through the hive mind, all across Equestria changelings revealed themselves and began capturing the remaining ones in their areas and returning to the castle, the ones that had no ponies left began flying towards Ponyville. The sky was darkened by the bodies of thousands of changelings, like a dark cloud they surrounded the small town of Ponyville, ponies all over the town panicked and rushed to Twilight's castle in hopes of help and safty.

Twilight stood in front desk the crowd of panicking ponies "please you all must remain calm! In an orderly fashion please enter the castle and-" before she could finish the ponies swarmed into the castle pushing her inside with them.

Midnight sat on her throne smiling at a mirror she used a spell on to see what was happening in Ponyville "they're all trapped now hehe...it's so easy" she returned the mirror to normal and looked at herself smirking "I truly am the greatest villain, all my knowledge of other villains really made me better then all of them heh" suddenly her mirror rippled like water until it changed to reveal Crimson there, it momentarily surprised Midnight but she held a calm expression.

"Bravo Jack, or should I say Midnight Rose?" Crimson smirked.

"Midnight is fine...and thank you" She smiled.

"You have achieved what you said you would, you've taken over Equestria, all of it lies in your hands...or rather hooves" Crimson chuckled.

"Yes, it was rather easy to be honest" Midnight said nonchalantly as she looked at her hoof "now besides congratulating me, is there another reason your talking to me?"

"Ah yes sorry, I imagine your quite busy with destroying the main six and all" Crimson looked down at Midnight, a glare in her eyes "I wished to tell you, you may now return to your home in your original body now".

Midnight's eyes widened, she could go home now? She smiled and was about to thank her but bit her tongue as she though 'do I want to go home?....I rule an entire nation....I have a giant army, I have ponies literally mining riches for me, but what do I have back home? A job that barely pays, a boring life I spend doing the same thing over and over till I die' she looked Crimson in the eyes "no thanks Crimson, I'm happy with whst I have here, I won't be returning to my old life".

"Are you sure? This will be your only chance to go home, after this I will never contact you again" Crimson asked.

"I am sure" Crimson smiled.

"Very well...enjoy your rule....the little time you have left of it Midnight Rose" Crimson smiled darkly down at her before the mirror returned to normal.

"What? Little time I have left?? What does that mean??" Midnight asked the mirror floating in front of her.

"It means it's over Rose" Silver growled standing in the doorway if the room.

Midnight gasped moving the mirror out if the way "you?? How did you get in?! My guards should have-" she got cut off from finishing her sentence.

"You mean the ones that are surrounding Ponyville, or should I say what they believe is Ponyville" Silver smirked.

"What?! What do you mean???" Midnight pulled the mirror back and cast the viewing spell on it once more, she saw the chnaglings surrounding the castle before they swarmed it, they broke through the doors filling the castle until there were no Changelings left outside, Midnight smirked belief if she caught his hour but her smirk slowly vanished when she saw the castle morph into a large magical bubble "what...want is happening??"

"Well you see Rose...after you revealed your little plan and Twilight teleported us away I made a plan, simply put we made a fake Ponyville with an illusion spell, thankfully Twilight was able to hold it long enough, now your entire army is trapped in a magical prison bubble, I believe this is when I should call check mate" Silver levitated his sword out of its sheath.

"No...no!! I had all the planned!! This shouldn't have happened!!! I won!!! I was the greatest villain to everyone exist!!!" She roared with anger.

"No....your just like nay other villain, just when they think they've won they get cocky, your not greater" Silver glared as he walked closer.

Midnight snarled as her horn sparked "DIE!!!!!!!" She fired a magical blast at Silver but he dodged and threw his sword at her, it stabbed into the throne right next to her head, she talked looking at it before looking back at Silver only for her eyes to go wide when she was hit with a magical blast exploding the chair into prices.

Silver looked to Midnight who was now on the ground, her fur was singed and she was struggling to stand "if you were really the greatest villain then you would have thought to attack us when we were in Canterlot when we were caught off guard, your plan was unoriginal, I've read chikdrens books with better evil schemes" he walked closer.

"Hrr....s-shut up...." She hissed trying to stand.

"Or what? You'd blow your whole evil plan again? Perhaps you'll have me be the first one to be attacked?" He mocked.

"SHUT UP!!!" She fired a magic blast at him, but he used a piece of the chair to block it resulting in only knocking him back, using this she got up and quickly galloped away 'I'll get Chrysalis! She'll have enough magic to beat them all especially since Twilight is weak after the illusion spell!' as she ran down the halls she spotted Chrysalis walking towards a window and smiled "Chrysalis! That Royal knight is here, quickly destroy him and we can continue with the plan!"

"The plan? My army is captured, and your a fool, there is no plan" Chrysalis growled opening the window with her magic.

"What?..but..but I thought you loved me?" Midnight reached her hoof out to her only for it to be smacked away.

"Love you? Haha!! You were useful in keeping me sustained and your plan seemed like it would work, but as we know it did not, I have no use for you" Chrysalis began flying upwards "so long little pony" she flew out the window leaving Midnight standing there.

'I...I don't need her! I...I can use the stone! Yes the stone I'll turn the knight to stone then the main six I'll just...' Midnight patted her neck feeling for the stone but couldn't find it and looked down panickily "where's the stone?! I had it on me...no it must have fallen off when he hit me with that magic attack! Dammit! I...I..." She didn't know want to do, she was out of ideas.

"Looks like you've hit rock bottom Rose..." Silver walked towards her his sword floating in front of him in a defensive way "it's over...just give up".

Midnight's eye twitched before looking at him, her once calm and cocky demeanor now devolved to a twitching mess, her mane and fur frizzled "no...I won't give up!! I can still um...uh...." She looked around as she backpedaled away from Silver.

"Just give up, you can't win" Silver got closer.

"Yes I can!!....I....I" she looked around shaking before hanging her head as her body was wracked with sobs.

Silver stood over her looking down at her and sighed sheathing his sword, he hesitantly reached a hoof towards her before putting it on her head lightly stroking her mane making her slowly sit down "you siad you wanted to be the greatest villain so...what happened to you to make you like this...?"

"My parents abondoned me.....I had no one....no one to look up to, but...but I saw villains who were like me...they had no one either right they didn't let it hold this back, they used that to define who they were...." She sobbed not lifting her head.

"You could have been a hero....you would have been great, you wouldn't be here like this, but maybe it's not to late? You can still be better" Silver looked down at her and smiled slightly hoping to get through to her.

Midnight liftedhr had and sniffled "you...you really think I can?"

"Yeah...I do" he held his hoof out to her to help her up "I'll help you".

Midnight looked at his hoof sniffling and shakily reached her hoof out to him, she looked at his caring smile and a widked smile grew on her face, she lit her horn engulfing him in magic before throwing him through a door "your to gullible...all heroes are" she chuckled wiping her tears away.

"Yeah maybe.." he groaned before lighting his horn and tossing her into the room at the wall "but we know when to shut up".

Midnight stood up glaring as her horn began bowling brightly "you'll regret ever trying to stop me!"

"Sure I will Rose" he smirked making his horn glow.

"It's Midnight dammit!!!" She yelled as she unleashed her spell engulfing the room in a bright flash.

The Mane Six quickly galloped down the halls of Midnight's castle searching for Silver and Midnight, Twilight was on Applejack's back resting from using up her magic, they followed the destruction all the way to a room with a destroyed door, preparing for a fight they looked in finding Midnight pinning Silver against the wall. Midnight was glaring at Silver won't her hooves on his throat choking him, her attention was drawn over to the girls though giving Silver a chance to fire a spell at Midnight sending her tumbling backwards.

Silver cough as he rubbed her neck "thank Celestia you girls distracted her..." He glared at Midnight.

"Are you ok Silver?" Fluttershy asked worriedly.

"Yeah I'm good" he smiled.

Midnight shakily stood up "nn...na..." Her voice was raspy making her cough, she held a hoof to her neck over the spot Silver had hit her with the spell, she lit her horn but before she could cast a spell she was tackled to the ground by Rainbow Dash, she pinned Midnight's head to the ground.

"I'm not letting you teleport away this time" Rainbow Dash smirked down at Midnight who was struggling to get free as well as speak.

"Good job Rainbow Dash, I'll get a carriage to send her to the dungeon" Silver lit his horn sending a magic message back to Canterlot, they then dragged Midnight through the castle all while she struggled to get free, once outside Applejack and Rainbow Dash held her down, after an hour's the carriage arrived pulled by guard pegasi, guards ponies got out of the carriage and grabbed Midnight puting a magic inhibitor on her horn.

Silver lifted her up with magic and threw her into the carriage, he runs looked down at the struggling Midnight smirking "cya....Rose" he slammed the doors closed as Midnight stumbled towards him with a feaful expression on her face, the carriage then took off into the sky heading towards Canterlot dungeon.

"Looks like I win" Silver smirked as he watched carriage get further and further away.

Author's Note

Sorry if the ending isn't how people wanted, but I just lost interest with the story, I wasn't sure how to continue it and I've had the ending in mind since the beginning, so I'm ending it here.