Starlight and the son of Sombra

by Will Atkinson

Rating: everyone
Tags: Starlight Glimmer, Adventure, Princess Celestia, Main 6, My Little Pony: Friendship is Magic, Alternate Universe, Sad, Other, Romance, Original Character
Length: 18224

It is a special day in Canterlot as the mane 6 along with Starlight glimmer celiberate Princess Celestia's birthday but when an evil pony comes and captures all of the princesses it's up to Starlight to make the most important decision of her life

It is a special day in Canterlot as the mane 6 along with Starlight Glimmer celiberate Princess Celestia's birthday. But when an evil pony comes and captures all four of the princesses it's up to Starlight to make the most important decision of her life. As she is called by the map to help the princesses by sacrificing her self to stay with the pony. Will she be trapped by the pony forever or will she be able to show him friendship or maybe something more like love.

*Note* This story is based off of Beauty and the Beast

Published 2018-01-07 03:40:05 UTC
Last updated 2022-01-09 05:13:00 UTC

Chapter 1 (Edited)

It was a nice sunny day in Equestria as the ponies were decorating Canterlot Castle for Princess Celestia's birthday. As they were decorating, a pink pony whose name was Pinkie Pie was telling the ponies where everything went.

"Here, the streamers go here - that's it, the cake needs to be at the center of the palace, no, the statue goes to your left, not your right. Oh, wait a minute, here, there."

Just then, Pinkie heard a loud crash and when she ran towards the crash, she saw Derpy picking up the shattered remains of another statue of Celestia.

"Derpy, what in Equestria's name did you do?!"

Derpy looked at the pink pony and said in a sad voice, "Oh I'm so sorry Pinkie, it just slipped."

Just then Princess Twilight arrived.

"Hey Pinkie, how are the preparations for Celestia's birthday coming along?"

Just then, Twilight saw the pieces of Celestia's statue all over the floor.

"Huh, Pinkie, what in Celestia's name happened to the Princess’ statue?"

Pinkie looked at Derpy, then back to Twilight.

"Why don't you ask Derpy?"

After Pinkie said that, Twilight looked at Derpy, who had a silly grin on her face.

"Derpy, did you have something to do with this?

When Twilight said that Derpy, looked at her and with a sigh, she said in a sad voice, "Yes, Princess Twilight, I'm sorry. It just slipped out of my hooves."

Twilight just looked at Derpy. Then, she sighed and powered up her horn, fixing the statue of Celestia in no time.

"There we go. All fixed now. Pinkie, where would you like the statue at?” Twilight asked.

Pinkie looked all over. Then she saw where to put the statue at.

"Oh, you can just put it right there, where it says ‘Happy Birthday Princess Celestia.’ "

With that, Twilight lifted up the statue and placed it where Pinkie told her to put it.

After that, Applejack, Rainbow Dash, Fluttershy, and Rarity came by.

"Oh my, this is so wonderful!" said Rarity.

"You ain't kidding, sugarcube. This is going to be the best birthday that Celestia has ever had." said Applejack.

"Yeah, this is going to be so AWESOME!” screamed Rainbow Dash.

Just then, Fluttershy looked around and said, "Hey, um, where is Starlight at, Twilight?"

Twilight giggled and said to her friend, "She is helping Princess Luna and Princess Cadence to make sure Celestia doesn't come out and see what we are doing."

"Well, darling, I must say she will be so surprised when she comes out that door and see all of this." said Rarity with a glimmer in her eyes.

"Yeah, but you know Celestia, she'll do anything to try to get out of the castle," said Spike, the little baby dragon. Then everypony laughed.

Meanwhile, in the palace, Starlight, Princess Luna, and Princess Cadence were trying to keep Celestia in the palace until Twilight and the others were ready for them.

"Oh dear, I don't think we can keep this up, Luna. Celestia is getting suspicious." said Starlight.

Luna just giggled and said, "Don't worry, Miss Glimmer, it won't be long until Twilight will be ready to call us to bring Celestia out of the castle and to the party."

Suddenly, they saw Celestia trying to get out of the palace, but she was stopped by the guards.

"Get out of my way this instant!" shouted Celestia.

But the guards shook their heads, and one of them said, "We're sorry, princess, but we are under strict orders to keep you in the palace."

"For what, exactly?" she asked.

"Sorry, princess, but we can't tell you,” said the other royal guard.

Just then Princess Cadence came running towards them.

"Oh goodness! Thanks, you guys, for stopping her! You are now dismissed."

The guards saluted the Princess of Love and then, one of them said.

"No problem at all, princess."

With that, they left, leaving Celestia with Cadence.

As they did so, Celestia turned to Cadence and said to her in a stern voice, "Ok, that's it. What is so important that I can't leave the castle?"

Just then, Luna and Starlight came up to the two alicorns.

"You just can't right now, sister." said the Princess of the Night.

Before Celestia could say anything else, the door opened and there stood Twilight.

"Oh, I see that you all are here. Well, we are ready for Princess Celestia."

"Ready for what?" asked Celestia.

Twilight giggled and said to the Sun Princess, "You'll see, princess."

With that, Starlight took a line of cloth and wrapped it around Celestia's eyes.

"Hey, what is this for?" Celestia asked.

"You'll see, Your Majesty." said Starlight, who had just finished putting the blindfold around Celestia's eyes. With the help of the others, they helped Celestia outside.

After they made it outside, Twilight looked at the princess and asked, "You ready, Princess?"

Celestia nodded and said, "Yes, as ready as I'll ever be, Twilight."

With that, Twilight took off the blindfold off Celestia. Celestia was shocked at what she was seeing. There were birthday banners, balloons, and streamers everywhere.

"What, what is all this?" Celestia asked.

Just then, everypony came out of hiding and shouted, "Surprise! Happy birthday, Princess Celestia!"

Celestia looked at everypony in shock.

"Well, what do you think sister?" Luna asked.

Celestia looked at all of the ponies with smiles on their faces and said in a sad voice, "Oh wow, everypony, this is so wonderful. Thank you."

Just then, Pinkie Pie popped out of nowhere and said in a happy voice, "Well what are we waiting for? Let's get this party started!”

But before they could get the party started, everypony heard the sound of something approaching. As everypony looked up, they saw an airship coming towards them.

“What in tarnation is that?” asked Applejack.

"Oh, maybe it's the clowns I ordered!" said Pinkie, happily.

"Um, Pinkie, I don't think that thing is carrying clowns." said RD.

"Nonsense, Dash, it has to be the clowns that I ordered!"

But Pinkie's excitement changed when the ship crashed on top of some of the party supplies.

"Ok, maybe that is not the clowns I ordered."

Just then, the airship’s doors opened up, and out stepped a pony with a cloak over himself.

"Ponies of Equestria, it is I, Shadow Flames, and I am here for the princesses." said the pony, with venom in his voice.

When he said that, everypony gasped and then, the princesses came up towards the pony.

"Shadow Flames, is it? What do you want with us?” asked Celestia.

Shadow Flames laughed and said, "I'm glad you asked, princess of the sun. I'm here for you and the other princesses to surrender to me."

After he said that, everypony looked at him, shocked. What had the princesses done to him that made him want them to surrender to him?

Just then, Twilight slowly walked up to Shadow Flames and said, with a little nervousness in her voice, "Um, hi there. I'm Princess Twilight Sparkle, and I don't know what this is all about, but maybe we can settle this more calmly."

Shadow Flames looked at Twilight and said with more venom in his voice, "Uh yes, the Princess of Friendship. The one who was responsible for the destruction of my father."

When everypony heard this, they were shocked.

"Twilight, what does he mean?" asked Spike.

Twilight looked at Spike and said, "I don't know Spike. I have never met his father before."

"Oh, but you have, princess. In fact, your friends know him as well." said Shadow Flames.

After he said that, Rainbow Dash flew right up to Shadow Flames and said in a loud voice.

"Quit it with these guessing games and tell us what in the world of Equestria are you talking about!"

After that, Shadow Flames huffed and said, "Very well, since you asked so nicely, I'll tell you. Does the name ‘King Sombra’ ring any bells?"

When he said that, everypony gasped and looked at the pony.

"You mean to tell us that you are Sombra's Son?" asked Luna.

"Bingo! Give the princess of the moon a prize." said Shadow Flames.

After he said that, Pinkie Pie popped up and said, "Oh, ok. Luna, what prize would you like?"

"PINKIE!!!!" shouted everypony.

"Ooops. Sorry, everypony."

"I never knew Sombra had a child,” said Celestia, who stood there in shock.

"My father didn't want anypony to know. He and I never saw eye to eye. In fact, I hated him and when he, my mother and I returned, my mother and I left after you destroyed him.

But back then, I never wanted revenge on you all. I wanted to thank you for stopping him.

That is, until a while back, my mother died.

When she did, I had to take care of the castle myself, along with other ponies who left with me and my mom.

One day, I decided to make some friends, so, using a cloaking spell to hide my wings, I decided to go out and make some friends.

But when I got into town, a few miles away from where my castle is, I heard some ponies call me a monster and a thing because of they way I looked.

After that, I left never to return, but then, when I got back to my castle I decided that if they wanted a monster, I would give them one.”

After he said that, he removed his cloak and then, everypony gasped as they saw that Shadow Flames was an alicorn with black fur, red dragon like eyes. Also, he had fangs as teeth. Finally, he had a dark mane and tail, with a flame as a cutie mark.

"I can't believe what I'm seeing." said Applejack.

"He's an alicorn,” said Rarity.

"But, how can this be?" asked Cadence.

Shadow Flames looked at the Princess of Love and told her.

"Oh, it's very simple, my dear Cadence. You see, my mother was a pegasus and when I was born, I had a horn and wings. That is why I'm an alicorn."

Just then, Celestia stepped forward and said in a very stern voice, "Well it doesn't matter if you are an alicorn or not, but we will not surrender to the likes of you. Now leave before we stop you!”

When Celestia said that, Shadow laughed and said, “Oh, my dear princess, I knew you would choose the hard way."

Suddenly, Shadow powered up his horn and fired its magic right at Celestia, but Cadence stepped right in front of Celestia and put a barrier around them. Shadow's magic was too strong and then it broke through the barrier and hit Cadence, turning her into stone.

"CADENCE!!" Shouted Celestia.

When Shadow saw that Cadence was turned to stone, he laughed.

"Now that I have taken care of that princess it's time for the rest of you."

When Celestia heard this she turned around and shouted, "Everypony, run now!"

After she said that, everypony started to run out of Canterlot, even Twilight, Celestia, and Luna - but Shadow Flames would have none of that.

"Oh no, you three don't."

With that, Shadow Flames started to chase them, and as they were running, Fluttershy looked behind and saw that Shadow Flames was right behind them.

"He's catching up."

Seeing this Celestia, Luna, and Twilight stopped to confront the evil alicorn. When Starlight and the others saw this, they stopped running.

"Twilight, what are you and the princesses doing?" Starlight asked.

Twilight looked at Starlight and said, "Don't worry about us. Just get to Ponyville, you will all be safe there.”

"But Twilight, darling, we can't just leave you and the princesses to fight alone,” said Rarity.

"We'll be fine, my little ponies, just go,” said Celestia.

"But-" Rainbow Dash was about to say something, but was cut off when Luna shouted, "GO NOW, THAT IS AN ORDER!!!!"

With that, Twilight's friends backed away and ran for the train station to Ponyville.

As they left, the princesses turned to Shadow Flames.

"Well, this has been very entertaining, but the party is over," Shadow Flames said.

"Yeah, for you,” said Celestia.

With that, Celestia, Luna, and Twilight powered up their horns and fired an energy blast right at Shadow Flames, who also powered up his own horn and fired an energy blast right at the princesses.

As the magic of the princesses and Shadow Flames collided, they were evenly matched.

Until the princesses looked on in shock.

Shadow's magic was coming towards them.

"Don't give up, Luna and Twilight! Keep going!" said Celestia.

"We're trying, sister, but he's too strong," said Luna.

"I can't hold his magic back anymore!” said Twilight.

Suddenly, Shadow Flames' magic overpowered the princesses’ magic and then it engulfed them, leaving them screaming inside the energy ball.

Hearing the princesses screaming, Starlight stopped and looked behind her. When she did, she saw the princesses being turned into stone statues.

"Twilight, princesses!"

As Starlight was about to run to help the princesses, Spike stopped her.

"Starlight, what are you doing?”

"Let go, Spike! I need to help the princesses!"

"No, Starlight, it's too dangerous."

"But, Spike! We can't just leave Twilight and the princesses!”

"Look, I know you want to help them, but if we go and try to help then we will become statues too.”

Starlight looked at the baby dragon and then back at the princesses.

"Ok, Spike. You win."

"Alright now, hurry! The train is about to leave."

With that, Spike and Starlight got on the train just as it was about to pull out of the station.

Meanwhile, Shadow Flames laughed as he looked at the statues of Twilight, Celestia, and Luna.

"Ah, yes! The last three princesses are mine. Now it's time to get back to the castle and celebrate my victory."

He then took the statues of the princesses into his airship and headed back to his castle.

Chapter 2 (Edited)

As Starlight and the others made it to Ponyville, they headed for Twilight's castle and walked to where the cutie map was to think of a way to get the princesses back.

"Oh, pony feathers, I can't believe that we left Twilight and the princesses with that monster!” said Applejack, as she hit the ground with her hooves.

"I know what you mean, AJ. Oh, when I get my hooves on him, I'll buck him so hard that he'll wish that he was never born!" said Rainbow, as she hit her hooves together.

"Whoa there, Rainbow, darling! If you try something like that, he might hurt you, or worse, turn you into stone, just like he did with Twilight and the princesses,” said Rarity.

"Well, we've got to do something!” said Rainbow Dash.

Just then, Spike had an idea.

"What about asking Discord to help us?"

When Spike said that, everypony but Fluttershy smiled.

"That's a great idea, Spike," said Pinkie Pie.

"Yeah, not bad, Spike," said Rainbow Dash.

Just then, Fluttershy spoke up.

"Um... that won't work."

When she said that, everypony looked at the timid pegasus.

"What? Why not, darling?" asked Rarity.

"Well, he's on vacation, and he won't be back for a week or two."

After she said that, everypony groaned.

"Well there goes that idea - out the window." said Applejack.

Meanwhile, in the snowy part of Equestria, Shadow Flames’ airship was approaching a dark and scary castle.

"Um, excuse me, sir, but we will be arriving at the castle shortly," said a light gray unicorn.

Shadow Flames looked at the unicorn and said to him, "Thanks, Starblaze."

With that, he got up and headed towards where he was keeping the princesses, who were still stone statues.

When he made it to the place where he was going to keep the princesses, he said, with a evil smile on his face,"I hope you four will like my castle, because you will be staying there for a long, long time."

Just then, he felt the airship shake a little.

Feeling this, he knew that they had just landed at the castle.

"Master, we're here," said Starblaze.

"Alright. Open the airship doors," said Shadow Flames.

"Right away."

With that, Starblaze pulled down a lever, which caused the airship’s doors to open. After that, Shadow Flames powered up his horn, levitated the stone statues of the princesses and started towards the castle.

"Um, sir, do you need help?" asked Starblaze.

Shadow Flames looked at the unicorn and said in an heartless voice, “No. But you could tell the servants to have dinner ready, to celebrate my victory over the princesses."

After he said that, he set off for the dungeon. As he left, Starblaze was left shaking his head.

"Oh, master, what has happened to you? Ever since you cursed yourself with that stupid spell book, you have been so heartless."

Meanwhile, back with Shadow Flames, he entered the dungeon with his prisoners, then opened up one of the cells and put the princesses in it.

After that, Shadow Flames used his magic and freed the princesses from their stone prisons.

"Oh, my head! What happened?" asked Celestia.

"Princess, is that you?" asked Twilight.

Celestia turned around and saw Twilight trying to get up on her hooves.

"Twilight, are you okay?" asked Celestia, as she helped the lavender alicorn to her hooves.

"Yeah, I'm fine, princess. Just a little weak."

Just then, Twilight and Celestia saw that Luna and Cadence were starting to wake up.

"Sister, are you there?" asked the princess of the night.

After hearing that, Celestia came up to her sister and said, "I'm right here, Luna. I'm so glad you’re alright, dear sister."

Then, Twilight ran to her former foalsitter and helped her up.

"Cadence, are you alright?" she asked.

Cadence looked at Twilight and smiled.

"Yes, Twilight, I'm okay."

Just then, they heard the voice of Shadow Flames.

"Ah, you four are awake. Good."

The princesses turned around to see Shadow staring at them from behind the bars of the cell.

"Shadow Flames, where have you taken us?" asked Celestia.

Shadow Flames laughed and said, "Why, you’re in my castle."

"What? As your prisoners?" asked Luna.

"Oh, come now, moon princesses. Don't think of yourselves as prisoners - think of yourselves as my guests." said Shadow Flames.

"Let us go now, Shadow Flames, and we'll go easy on you," said Celestia.

Shadow Flames just laughed at Celestia and said, "Sorry, princess, but no can do. You four are going to stay here forever."

After hearing that, Luna got mad and started to power up her horn.

"That's it! Prepare yourself, you monster!"

As Luna fired her magic right at the bars of the cell, the magic just vanished.

"What, what happened to my magic?" asked Luna.

"I enchanted these cells so that you four wouldn't try anything stupid,” said Shadow Flames.

Then, as he turned around and started to leave, Twilight said,"You won't get away with this."

Hearing that, he turned back around and said to the Princess of Friendship, "Oh, but I already have."

With that, he stormed off, headed back to his chambers.

Back in Ponyville, Twilight's friends continued to figure out how to free Twilight and the princesses from Shadow Flames.

"Dear, sweet Celestia, I can't think of anything!" shouted Starlight, as she threw a paper ball across the room.

"Whoa, calm down there, sugarcube! We'll find a way to free them from Shadow Flames," said Applejack.

"Yeah, I'm sure we'll fine a way soon,” said Rainbow Dash.

"I hope so, ‘cause I can't even imagine what they are going through right now," said Fluttershy.

Suddenly, Pinkie Pie gasped and said, "Starlight, your cutie mark is glowing and you know what that means!"

After hearing that, Starlight looked at her flank and, sure enough, her cutie mark was glowing.

"Oh, sweet Celestia, not now!" said Starlight, as she and her friends went up to the cutie map to see where the friendship problem was.

When they got to the cutie map, Starlight's cutie mark was spinning around an unknown castle in the snowiest place in all Equestria.

"Uh, why in the world is the map telling you to go there, Starlight?" asked Spike.

"I'm not sure, Spike, but if the map is telling me to go there, then I'm going!"

With that, Starlight hurried to her room to get her snow gear on.

As she was getting ready to leave for her journey, everypony watched her with worried expressions on their faces.

"Um, Starlight, darling, maybe we should go with you, just in case," said Rarity.

"Sorry, Rarity. You know that when the cutie map calls one or more ponies that those ponies need to go, but don't worry. I'll be fine," said Starlight, as she finished getting ready to go.

"I know, darling, it's just, I've got a bad feeling about this."

"You know, sugarcube, Rarity maybe right about this," said Applejack

But Starlight just smiled and said, "Hey, don't worry about a thing, you guys! I'll be fine and I'll be back soon."

With that, Starlight went off to the location that the cutie map told her to go.

"Good luck, Starlight!” they all shouted.

"Oh, I hope she'll be ok," said Fluttershy.

"Me too, Shy, me too," said Spike.

When Starlight made it to her destination, it was getting dark and the snow was falling heavily down.

"Well, here I go,” she said as she headed inside the castle.

Starlight opened the door to the castle. It was dark and it looked like no pony had lived in it for a long time.

"Um, hello? Is anypony here? Hello? Twilight, Celestia, Luna, Cadence? Are you four here?"

As Starlight continued to walk around the castle to try to find the princesses, she didn't know that she was being watched by two ponies.

"Well look at that, Silver Hooves, it's a mare," said a red unicorn with a orange mane and tail.

"I know it's a mare, Torch," said a blue earth pony.

"Don't you see, old friend? She's the one, the mare we have been waiting for! She has come to break the curse that is on our master."

With that, Torch ran right past Silver Hooves and started to follow Starlight.

"Hey, wait for me! Wait!" said Silver Hooves, as he ran after Torch.

Meanwhile, in the kitchen, a little colt came running up to a brown mare.

"Momma, there's a mare in the castle!"

Hearing that, the mare turned around and said to her son, "Now, Blitz, I'll not have you making up such wild stories."

"Really, momma! I saw her."

Just then, a yellow pegasus mare came up and said, "Oh, Caroline, have you heard? There's a mare in the castle."

Hearing this, Blitz smiled and said to his mother, "See, momma? I told ya."

Meanwhile, as Starlight continued to look for some other pony in the castle, she suddenly heard a noise. It sounded like somepony was doing magic.

"Hello, is anypony here?"

After hearing the sound of magic going off, she decided to find out where it was coming from.

Just then, Silver Hooves and Torch opened a door that was right behind Starlight, and when they did so, Starlight could hear voices.

"Hello, who’s there? Wait a second! That sounds like Celestia and Luna talking."

After she said that, she started to run down the stairs to where the princesses were at. Meanwhile, Luna continued to use her magic to try to get out of the cell.

"Sister, please stop. It’s no use," said Celestia.

"But, sister! We can't just stay here and do nothing."

Just then, Twilight spoke up.

"Celestia is right. Luna, please save your energy."

Just then, they all heard the sound of hoofsteps coming towards them. Then, they saw Starlight coming down the last row of stairs.

"Starlight, is that you?" Twilight asked.

When she heard Twilight's voice, she peered though the darkness and saw Twilight and the other princesses in the cell.

"Twilight, Celestia, Luna, Cadence. You’re all alright!!" said Starlight happily.

"We are just fine, Starlight, but how did you find us?" asked Cadence.

"There's no time for that right now. I have to get you four out of there."

"No, Starlight, you have to get out of here before Shadow Flames finds you," said Luna.

But Starlight continued to try to find a way to get the princesses out of the cell.

"I'm sorry, princess, but I'm not leaving without you or the others."

Suddenly, Starlight was levitated off the ground and thrown across the room.

"Starlight!!" shouted the princesses.

As Starlight struggled to get back to her hooves, she saw Shadow Flames staring back at her.

"What are you doing here?" asked Shadow Flames in a cold, dark voice.

"I came for the princesses. Please let them out,” said Starlight, with a little terror in her voice.

Shadow Flames looked at the unicorn and just laughed, saying,"If you think that I'm going to let the princesses out, then you got another thing coming."

"Please let them go. I'll do anything!" Starlight pleaded to the dark alicorn.

But Shadow just turned away and said,"There is nothing you can do."

"No wait, please!”

"I said, there is nothing you can do!!" Shouted Shadow, as he began to walk away.

Then, Starlight said something that would change her life forever.

"T.... TAKE ME INSTEAD!!!!"

After hearing that, Shadow turned around and said to her in a surprised voice.

"What, did you say?"

"T....Take me instead." Said Starlight, again with tears in her eyes.

Shadow, couldn't believe what he was hearing. This pony was willing to sacrifice her freedom for the princesses.

"You would do that? You would take their place?" He asked.

After hearing what Starlight just said, the princesses were shocked.

"What? Starlight, no!" said Twilight.

"Starlight, don't do this," said Celestia.

"Please reconsider, Miss Glimmer,” said Luna.

"Yes, get out of here while you still can," said Cadence.

But Starlight just looked at Shadow Flames and said to him, "If I did would you let them go?"

"Yes, but you must promise to stay here forever."

Starlight looked at the princesses, who had a look of worry in their eyes, but she knew what she had to do. So she walked up to Shadow Flames and said in a soft voice, "You....you have my word."

"Done!” shouted Shadow Flames. He then put a ring on Starlight's horn and said to her,"This will prevent you from using any magic."

With that said, he ran past Starlight, and unlocked the princesses’ cell.

When the princesses were out, they ran up to Starlight.

"Please, Starlight! You don't have to do this,” said Twilight.

Suddenly, Twilight and the other princesses were levitated by Shadow Flames' magic and then, he set off out of the castle with the princesses screaming at him to let them go.

Seeing this, Starlight cried out to try to stop him.

"No, wait please, not yet, princesses!!!!"

But her cries were unheard.

As Shadow Flames made it outside, he looked at the four alicorns and said in a venomous tone,"Consider yourselves lucky, you four, but know this: if you or anypony else tries to free my prisoner, you all will suffer my wrath."

With that, he threw them into a portal that would take them to Ponyville. Afterwards, Shadow Flames turned around and went back to lock up Starlight in the dungeon.

In the dungeon, Starlight had seen the whole thing from the window. She slumped over and started to cry, knowing she would never see her friends, the princesses, or even her teacher ever again.

As Shadow Flames started making his way back to the dungeon he heard a voice right beside him.

"Um, master?"

"What?" he growled as he turned around and saw Torch.

"Um, well, um, since the mare is going to be with us for quite some time, I was thinking that, um, you might want to offer her a more comfortable room."

After hearing that, Shadow Flames growled at Torch and stormed off towards the dungeon.

"Okay then, maybe not." said Torch, a little bit scared.

As Shadow made it to the dungeon, he saw Starlight crying on the floor, and when she looked up and saw him standing there, she said in a sad voice, "You didn't even let me say goodbye. I'll never see them again. I didn't even get to say goodbye."

As he saw Starlight crying, he started to feel a little sad but he just shook it off. Then, he remembered what Torch said.

"I'll show you to your room."

When Starlight heard this, she was both surprised and confused as she looked back up again.

"My room? But I thought-"

When Starlight said that, Shadow Flames looked at the dungeon and asked her, "What, you wanna stay in the dungeon forever?"

"No,” Starlight answered.

"Then, follow me," said Shadow Flames, as he held his hoof out to Starlight, making her back away in fear.

Seeing this, Shadow put his hoof down and said again, "You follow me.”

With that, Starlight got up and started to follow Shadow Flames throughout the castle.

As they continued to walk, Shadow looked behind him and saw that Starlight was looking at all the dark décor. Then, he said to her, "This is your home now. You are free to go wherever you like, except the West Wing."

Starlight looked up at him and asked, "What's in the West Wing?"

"It's forbidden, and you are never to set a hoof in there. Do you understand?"

When Shadow didn't get a reply out of her, he turned around and started to choke her with his magic.

"I said, do you understand?" Shadow repeated.

Starlight looked at Shadow Flames with fear in her eyes.

"Yes," Starlight said, gasping for air.

With that, he let her go and they continued walking to Starlight's room.

Finally, Shadow led Starlight to her room.

As she entered the dark place, she saw there was a large bed with blue and red sheets, plush pillows, a large closet on one wall, and a simple brown rug on the floor, near the bed. There was also a very large window showing the big blizzard that was beginning.

"Now, if you need anything, anything at all, my servants will attend to you. Oh, and one more thing. You will join me for dinner, that's not a request!" Shadow Flames yelled, before slamming the door hard.

After hearing the door slam shut, Starlight turned around and started to bang on the door with her hooves.

After a minute, she turned. around and slumped on the floor in sorrow. Then, quietly, she started to sing.

Starlight: “Yes I made the choice.
For the princesses, I will stay.
But I don't deserve to lose
My freedom in this way,
You monster!”

She glared at the door, imagining the alicorn was still behind it.

“If you think that what you've done is right, well then,
You’re a fool! Think again.”

Starlight erased her grim expression to look around her new room. It was so dark and gloomy, but she didn't have the urge to find a lamp right now.

“Is this home? Is this where I should learn to be happy?
Never dreamed that a home could be dark and cold.
I was told everyday in my childhood,
Even when we grow old,

Home will be where the heart is.
Never were words so true.
My heart's far, far away.
Home is, too.”

Starlight got up from the floor and slowly walked over to the large window.

“Is this home? Is this what I must learn to believe in?
Try to find something good in this tragic place?
Just in case, I should stay here forever,
Held in this empty space.

Oh, but that won't be easy.
I know the reason why.
My heart's far, far away.
Home's a lie.”

She placed her hooves on the cold glass of the window, seeing nothing but snow flying everywhere outside.

“What I'd give to return to the life that I knew lately.
But I know that I can't solve my problems by going back.”

Starlight removed her hooves from the window and stared up at the ceiling, seeing and feeling the height of the room. She then walked over to her bed, feeling helpless and defeated.

“Is this home? Am I here for a day or forever?
Shut away from the world until who knows when?
Oh, but then, as my life has been altered once,
It can change again.

Build higher walls around me.
Change every lock and key.
Nothing lasts, nothing holds all of me.
My heart's far, far away, home and free.”

Finally, Starlight began releasing the tears that were building up inside of her. She dropped to her bedside and quietly started to cry. Meanwhile, somewhere far outside of the castle, a strange unicorn’s horn was glowing red. Then, a voice rang out.

"Soon, I will have enough magic to rebuild my body, and I, King Sombra will finally rule all of Equestria!!! HAHAHAHAHA!!!!"

Chapter 3 (Edited)

Back at Twilight's castle in Ponyville, Twilight's friends were waiting for Starlight to return.

"Oh, I just hope that Starlight comes back soon,” said Rarity.

"You’re not the only one who is worried, sugarcube," said Applejack.

Just then, Pinkie Pie popped up and said happily,"Oh, come on everypony, Starlight will be here before we know it! In fact, I bet you see will her walking through that door right this second!”

Then, as if on cue, the door of the castle started to open, making Pinkie smile.

"See? I told ya."

Everypony looked at the door, hoping that it was Starlight. But they were shocked to see who was standing outside of the palace.

"Twilight, princesses!" shouted everypony, as they ran up to the four princesses.

"Oh, Twilight, I've missed you," said Spike.

Twilight looked down at the baby dragon and said in a sad voice, "I missed you too, Spike."

"This is incredible! But how in the world did you escape from that horrible alicorn?" asked Rarity

When Rarity said this, Twilight started to cry.

"Uh, Twilight? Are you okay?" asked Rainbow Dash.

Just then, Celestia spoke up.

"My ponies, we have some bad news."

At this, everypony looked on in worry.

"I think it's best if we talk inside,” said Luna.

With that, the Mane Six, Spike, and the princesses went into the castle, where the princesses explained what happened. When they were finished, the whole room fell silent until Fluttershy spoke.

"You mean that Starlight gave up her freedom to save you?"

The four princesses said nothing but nodded.

"I can't believe she would do something like that!” said Rainbow Dash.

"It was very brave of her to do that," said Applejack.

Rarity looked down at her hooves and asked,"So, what do we do now?"

After that, the princesses looked at each other, and then Cadence spoke up.

"The only thing we can do is hope and pray Starlight is safe and go on with our normal lives."

After hearing that, everypony looked at each other and they nodded, all but Rainbow Dash.

"Are you serious? Why can't we just get Starlight back?"

"Because, Miss Dash, it was Starlight who made this decision,” said Celestia.

"But what about the elements? We could use them."

"I already have a plan, Dash," said Celestia.

When she said this, everypony looked at her until Fluttershy asked, "What is your plan, princess?"

Celestia smiled and said,"I think that Starlight can reform him."

After she said that, Twilight looked at her former teacher and asked, "Are you sure that Starlight could reform that alicorn?"

"Yes, I think she can, Twilight."

There was a long silence until Twilight said,"Well if you think she can do it then I think she can do it, too."

"I just hope she can," said Applejack.

Then, Pinkie jumped up and down and said, "Don't worry, everypony! Starlight will be fine, I just know it.”

"I hope you’re right, Pinkie," said Rainbow Dash.

"Yeah, me too,” said Spike.

"Well, we all should get going, everypony,” said Luna, as she, Celestia, and Cadence started to leave.

"Okay, bye," said everypony, as the three princesses left for Canterlot.

After they left Applejack looked at the time.

"Well, I guess I should get going."

"Yeah, I better get going too,” said Rainbow Dash.

"So do I, my animals are probably starving,” said Fluttershy.

"And I have a big order to fill by the end of the week," said Rarity.

"And I need to get things ready for the upcoming Welcome Back Starlight Party,” said Pinkie.

When everypony heard that, they just laughed.

Then, they said their goodbyes and went to their homes. After everypony left, Twilight looked at Spike, and said, "Oh, Spike, I hope Starlight is ok."

The baby dragon looked at Twilight, and hugged her hoof.

"I hope so too, Twilight," he said.

With that, they set off for bed.

Meanwhile, back at the castle, Starlight was crying when she heard a knock at the door.

"Who is it?" asked Starlight.

"Mrs. Caroline, dear. I thought you might like a spot of tea."

Starlight cleared her throat, wiped away any remaining tears, and got up from her bed. She said in a sad voice, "Come in."

Caroline opened the door to Starlight's room.

“Nothing like a nice, warm cup of tea to make the world seem a bit brighter," she said happily, levitating a tray with freshly made tea.

When Caroline put the tray on the table, another mare came in. She was a silver unicorn with a silver and gold mane and tail.

"Hello, darling,” said the mare.

"Who are you?" asked Starlight.

"Oh, where are my manners? My name is Sarena. It is an honor to meet you, darling,” said the mare.

(Wow this mare could give Rarity a run for her money,) Starlight thought to herself.

Then, Sarena used her magic to bring a rack full of dresses.

"Now then, let's get you ready for dinner, miss,” she said.

As Sarena looked at all of the dresses, she found a nice blue dress with sparkles on it.

"Oh, here we go, darling. You will look so good with this one on!"

Starlight looked at the dress and said, "That's very kind of you, but I'm not going to dinner."

When Sarena and Caroline heard this, they chuckled.

Sarena said, "Oh, don't be silly! Of course you are. You heard what the master said."

"He may be your master, but he’s not mine!” Starlight shouted, making the two mares back away.

"I, I'm sorry. This is happening so fast," Starlight said, as she sat back down on her bed.

"That was a very brave thing you did, my dear," said Caroline.

"We all think so," said Sarena.

"I'm going to miss my friends and the princesses so much,” said Starlight, beginning to tear up.

Seeing this, Caroline walked up to Starlight, and said in a motherly tone,"Cheer up, child. It will turn out alright in the end, you'll see."

With that, she set off to help finish putting dinner on the table. When Caroline left, Starlight turned to Sarena and asked, "Hey, Sarena?"

"Yes, darling, what is it?

"Um, do you know a mare named Rarity?"

When Starlight asked that, Sarena looked at her and said, "No, I don't think I have met her, darling."

"Well, the reason I ask is because you remind me of her."

"Oh, I see."

Just then, the door opened, and there stood Silver Hooves.

"Um, excuse me, mademoiselle, but dinner is served."

Meanwhile, in the dining room, Shadow Flames was waiting impatiently for Starlight.

"What's taking so long?! I told her to come down! Why isn't she here yet?!" he yelled.

"Oh, try to be patient, sir. The girl has lost her friends and her freedom all in one day," said Caroline.

"Um, master? Have you thought that perhaps, this girl could be the one to break the curse?" asked Torch.

Shadow Flames looked at Torch.

"Of course I have, I'm not a fool!” he said angrily.

"Good, so you fall in love with her, she falls in love with you, and poof! The curse is broken. You'll be back to your old self by midnight."

After hearing that, Caroline shook her head and said, "Oh, it's not that easy, Torch. These things take Time."

"But the pages of that spell book have already begun to vanish, and when all of the pages are gone, he'll be like this forever!"

"Oh, it's no use! She's so beautiful, and I'm, well, look at me."

After he said that, Torch shrugged his shoulders and looked at Caroline. Then, Caroline finally spoke up.

"Oh, master, you must help her to see past all that."

"I don't know how,” said Shadow, as he looked away.

Hearing this, Caroline walked up to Shadow Flames, and said in a stern voice,"Well, you can start by making yourself more presentable. Straighten up, try act like a gentle colt.”

When he heard that, Shadow Flames, sat up straight and straightened his face up very formally.

Then, Torch walked up to him and added, "Ah, yes, and when she comes in, give her a dashing, debonair smile. Come, come. Show me the smile."

Hearing that, Shadow Flames showed his fangs in a scary, and yet funny grin. After that, Caroline and Torch told him what else to do when Starlight came in.

Caroline: "But don't frighten the poor girl."

Torch: "Impress her with your rapier wit."

Caroline: "But be gentle."

Torch: "Shower her with compliments."

Caroline: "But be sincere."

Torch: "And above all…”

"WHAT!? Shouted Shadow.

"You must control your temper!" Torch and Caroline shouted back.

Just then, they heard the door open up.

"Here she is!" said Torch.

Quickly, Shadow Flames wiped off the silly grin off his face, and looked to the door expecting Starlight, but instead, Silver Hooves entered and said in a nervous voice, "Uh, good evening."

When he saw that it was just Silver Hooves, Shadow Flames' small smile turned into a frown.

"Well, where is she?" he growled.

Silver Hooves, looked at Shadow and said, "Who? Oh! The girl. Yes, the, uh, girl. Well, actually, she's in the process of, ah, um, circumstances being what they are, ah...she's not coming."

When Shadow Flames heard that Starlight was not coming down for dinner, he became furious, and said in a loud voice, "WHAT?!!!!"

With that, he burst through the door and started to run up to Starlight's room with the ponies right on his tail.

"Your grace! Your excellence! Let's not be hasty!" shouted Silver Hooves.

When Shadow made it to Starlight's room, he banged on the door, and shouted, "I thought I told you to come down to dinner!"

From behind the door, Starlight shouted back at him.

"I'm not hungry!"

"You'll come out or I'll....I'll teleport in there and drag you out!" shouted Shadow.

"Master, I could be wrong, but that may not be the way to win the girl's affections," said Torch.

"Yes, please, sir! Attempt to be a gentle colt." pleaded Silver Hooves.

"But, she is being so...difficult," said Shadow, growling in anger.

"Gently, gently,” said Caroline.

Shadow Flames looked back at the door of Starlight's room and said in a dejected tone,"Will you come down to dinner?"

"No."

After hearing Starlight say no again, he looked at the four ponies, and said in a frustrated tone.

"You see?!"

"Um, ok, master, try to act suave. Genteel,” said Silver Hooves.

Shadow Flames looked at Silver and said to him, "I'll give her one, more, chance."

With that, he turned back to the door and said, in a much calmer voice, "It would give me great pleasure if you would join me for dinner."

"Ahem, ahem, we say 'please,’ " said Silver Hooves.

Shadow looked at Silver. Then, he took a deep breath and said, "Please."

After he said that, Starlight shouted, "No, thank you!"

Hearing this made Shadow Flames furious.

"You can't stay in there forever!"

"Oh, yes I can, just watch me!" Starlight shouted back.

"Fine! Then go ahead and STARVE!!!!"

After that, Shadow Flames looked at the ponies and said to them,"If she doesn't eat with me, then she doesn't eat at all."

With that, Shadow Flames stormed off back to his chambers.

"Oh dear, that didn't go very well at all, did it?" said Caroline.

"Nope, not at all,” said Torch.

Then, Silver Hooves, turned to Torch, and said to him, "Torch, stand watch at the door and inform me at once if there is a slightest change."

With that, Torch saluted and said, "You can count on me, my old friend."

"Well, I guess we better go downstairs and start cleaning up,” said Silver Hooves, as he and Caroline started to go back to the dinning room.

Meanwhile, Shadow Flames arrived in his chambers and started destroying things.

"I ask nicely, but she refuses. What a...what does she want me to do, beg?"

Then, Shadow Flames picked up a mirror with his magic and said, "Show me the girl."

As soon as he said that, the mirror started to shined, and then glowed green. It revealed Starlight in her bedroom, talking to Sarena.

"You know, darling, the master really isn't that bad once you get to know him. Why don't you just give him a chance?” Sarena pleaded.

But Starlight just scoffed and said to her, "I don't want to get to know him. I don't want to have anything to do with him."

After seeing this, Shadow Flames put down the mirror, and said in a tender voice,"I'm just fooling myself. She'll never see me as anything....but a monster."

Then, Shadow saw another page from the forbidden spell book vanish.

"It’s hopeless,” he said, as he put his head down in sorrow.

A couple of hours later, after Sarena decided to leave the bedroom and give her some privacy, Starlight peeked out the door. When she saw there was nopony around, she got out, closed the door behind her, and started down the hall. As she walked, she went past a curtain where Torch was with his marefriend Iris.

Iris: "Oh, no!"

Torch: "Oh, yes!"

Iris: "Oh, no!"

Torch: "Oh, yes, yes , yes!"

Just then, they emerged from behind the curtain.

"Oh, Torch, you always know how to treat me,” said Iris, as Torch took her in his hooves.

Just then, he looked up and saw Starlight, walking down the hall. He then gasped and dropped Iris.

"Dear sweet Celestia, she has emerged."

Meanwhile, in the kitchen, Caroline, Blitz, the castle chef, and Silver Hooves were finishing up cleaning.

"Ok, Blitz, it's time for bed,” Caroline said to her son.

"But, I'm not sleepy!" said Blitz.

"Yes, you are, my son. Now run along, off to bed."

With a loud moan, Blitz went off to bed. Just then, Caroline heard the chef complaining.

"I work and slave all day long, and for what? A culinary masterpiece gone to waste.”

"Oh, stop your grousing. It's been a long night for all of us."

"Well if you ask me, she was just being stubborn. After all, the master did say 'please,’ “ said Silver Hooves, as he was finishing putting the dishes away.

Hearing this, Caroline, shook her head and said to the blue earth pony, "But if the master doesn't learn to control that temper, he'll never break the-"

Before Caroline could finish, Starlight came into the kitchen.

"Splendid to see you out and about, mademoiselle. I am Silver Hooves, head of the household,” said Silver, as he bowed to Starlight.

As he was about to kiss her hoof, Torch came in and butted in front of him.

"This is Torch,” said Silver.

"En chante, cherie,” said Torch, and he kissed Starlight's hoof.

As Torch continued, Silver slapped his hoof and said to him, "Oh, stop that!"

After Torch moved his hoof away, Silver looked at Starlight, and said to her, "Now, then, is there is anything, anything at all that we can do to make your stay more comfortable?"

Starlight smiled at the blue earth pony and said, "I am a little hungry."

After hearing that, Caroline smiled and said, "You are? Hear that? She's hungry! Chef, stoke the fire."

Hearing this, the chef excitedly stoked up the fire while Caroline took out the silverware. But Silver Hooves was not happy about this, and said, secretly, "Remember what the master said."

"Oh, pish tosh. I'm not gonna let the poor child go hungry,” said Caroline.

At this, Silver said, in a frustrated tone,"Oh, all right, fine. Glass of water, crust of bread, and then-"

But before he could finish, Torch stopped him.

"Silver Hooves, I'm surprised at you. She's not our prisoner. She's our guest. We must make her feel welcome here."

Then, he turned to Starlight, and said to her.

"Right this way, mademoiselle."

"Well, keep it down. If the master finds out about this, he’ll wring our necks!"

"Of course, of course. But what is dinner without a little music?" asked Torch.

"MUSIC?!” shouted Silver Hooves.

In the dining room, Starlight was seated at the end of a long table. Torch was standing on the table with spotlight shining on him.

"Ma chere, mademoiselle. It is with deepest pride and greatest pleasure... that we welcome you tonight. And now...we invite you to relax. Let us pull up a chair, as we proudly present...your dinner!" said Torch, as he used his magic to bring trays of food on the table. Then, he started to sing.

Torch: Be our guest, be our guest
Put our service to the test
Tie your napkin 'round your neck, cherie
And we'll provide the rest

Torch used his magic to lift up the lids off the trays.

Torch: Soup du jour, hot hors d'oeuvres
Why we only live to serve
Try the grey stuff, it's delicious

Torch started to power up his horn again, and when he did, the dishes started to dance and sing.

Torch: Don't believe me? Ask the dishes
They can sing, they can dance
After all, miss, this is Equestria
And a dinner here is never second best
Go on unfold your menu
Take a glance and then you'll
Be our guest, oui, our guest
Be our guest

Just then, more plates of food came in.

Torch: Beef ragout
Cheese shuffle
Pie and pudding en flambé
We'll prepare and serve with flair
A culinary cabaret
You're alone and you're scared
But the banquet's all prepared
Nopony’s gloomy or complaining
While the flatware's entertaining
We tell jokes, I do tricks
With my magic

Chorus: And it's all in perfect taste
That you can bet

Torch: Come on lift your glass
You've won your own free pass
To be our guest
If your stressed
It's fine dining we suggest
Be our guest
Be our guest, be our guest

Meanwhile, in the kitchen Caroline started to sing as well.

Caroline: It's a guest, it's a guest
Sakes alive, well, I'll be blessed
Wine's been poured and thank Celestia
I've had the napkins freshly pressed
With dessert, she'll want tea
And my dear, that's fine with me

Caroline powered up her horn and made the cups dance.

Caroline: While the cups do their soft-shewing
I'll be bubbling, I'll be brewing
I'll be warm, piping hot
Celestia’s sakes, is that a spot?
Clean it up, we want the company impressed
We've got a lot to do
Is it one lump or two?
For you, our guest

Torch: She's our guest

Caroline: She's our guest

Silver Hooves: She's our guest

All: Be our guest, be our guest
Our command is your request
It's been years since we've had anypony
Here and we're obsessed
With your meal
With your ease
Yes indeed, we aim to please
While the candlelight's still glowing
Let us help you, well keep going
Course by
Course! One by one
'Til you shout,
"Enough, I'm done!”
Then we'll sing you off to sleep
As you digest
Tonight you'll prop your hooves up
But for now let's eat up
Be our guest
Be our guest
Be our guest
Please be our guest!

After the song was over, Starlight clapped her hooves together and said, "Bravo! That was wonderful!"

"Thank you, thank you, mademoiselle. Yes, good show, wasn't it, everypony?” said Silver Hooves, as he bowed to Starlight. Then, he looked at the time and said with a yawn,"Oh, my goodness, will you look at the time? Now, it's off to bed, off to bed!"

Starlight, looked at Silver Hooves and said, "Well, I would like to look around first, if that's all right."

"Oh! Would you like a tour?" asked Torch, excitedly.

"Wait a second, wait a second. I'm not sure that's such a good idea," said Silver Hooves, nervously. Then, he whispered to Torch.

"We can't let her go poking around in certain places, if you know what I mean."

Starlight, smiled and said to Silver Hooves, "Perhaps you could to take me. I'm sure you know everything there is to know about the castle."

Hearing this, Silver Hooves blushed and said to Starlight,"Well, actually, ah, yes, I do!"

With that, Starlight, Silver Hooves, and Torch walked through the halls of the castle while Silver was talking about the many things that the castle had.

"As you can see, the pseudo facade was stripped away to reveal a minimalist rococo design. Note the unusual inverted vaulted ceilings. This yet another example of the neo-classic baroque period, and as I always say, if it's not baroque, don't fix it!"

Silver then laughed at his comment until he saw Starlight and Torch looking at him with annoyed glares on their faces. When he saw this, he stopped laughing and continued with the tour.

"Anyway, may I draw your attention to the flying buttresses above the-"

Just then, Starlight pointed a hoof at the grand staircase and asked, "What's up there?"

"Where? Up there? Nothing. Absolutely nothing of interest at all in the West Wing."

When Silver said this, Starlight replied,"Ah, so that's the West Wing."

After realizing what he just said, he put his hooves over his mouth Then, Torch turned to him and said, "Nice going."

"I wonder what he's hiding up there,” Starlight said.

"Uh, hiding? The master is hiding nothing!" said Torch, nervously.

Just then, Starlight started to go up the stairs.

"Then it wouldn't be forbidden."

But before she could continue up the stairs, Silver and Torch dashed up to stop her.

"Um, perhaps mademoiselle would like to see something else. We have exquisite tapestries dating all they way back to-" said Silver Hooves, as he tried to convince Starlight not to go up to the West Wing, but she continued up the stairs.

"Maybe later."

Again, Silver and Torch dashed up the stairs. Torch said to Starlight, "Uh, what about the gardens, or the library, or maybe you would like to see our kite collection?"

When Starlight heard this she was very interested.

"Wait, you have a kite collection?"

When Silver and Torch heard that they found something that interested her they were relieved.

"Oh yes! Indeed!" said Silver.

"We have them in all shapes and sizes, even in all different colors," said Torch.

Hearing this, Starlight became more excited.

"I would like to see them."

"Well, follow us, and we'll show you," said Silver.

So Starlight turned around and started to follow Silver and Torch.

After a few steps, she turned back around and started towards the West Wing.

As Starlight began walking through the halls of the West Wing, her excitement soon tuned to concern, but she continued until she stopped at a big door with bats as door handles. With her hooves shaking, Starlight opened the door and entered the room, where broken furniture lay everywhere.

As she continued to look around, she saw a book sitting on a table.

When she got closer, she lifted up a hoof to touch it.

Suddenly, she gasped as she saw Shadow Flames. Shadow heard Starlight gasping. He turned around, and with his magic took the book off the table, glaring at Starlight, who now had a look of fear on her face.

"Why did you come here?” Shadow asked, with anger in his eyes.

"I...I'm sorry,” said Starlight, as she was backing away.

Now Shadow was angry.

"I warned you never to come here!"

"I...I didn't mean any harm!" said Starlight, who was now very scared.

"Do you realize what you could have done? You could have cursed me forever! Now get out of here! Go!" shouted Shadow.

With that, Starlight turned and fled from the room.

When Shadow Flames calmed down he realized what he had done and lowered his head in shame.

Starlight had just made it downstairs and grabbed her things, and gone to the door, where she saw Silver and Torch.

"W-where are you going?" asked Torch.

"Promise or no promise, I can't stay here another minute,” said Starlight, as she opened the door to get out of the castle.

"Oh no, wait, please, please wait!" pleaded Silver.

But Starlight slammed the door and ran out into the blizzard.

As she did so, she stopped to see something in the distance. She saw some creatures that looked like wolves, only they were crystal-like and they were surrounding her. She tried to power up her horn, but nothing came out, and then she remembered about the ring on her horn.

With no other option, she turned around and headed back to the castle.

As she was almost there, one of the wolves lunged and tackled her to the ground. Starlight looked up. She saw one of the wolves on top of her getting ready to kill her. But before it could, a big ball of magic hit it, sending the wolf flying until it hit another one.

When Starlight looked behind her, where the ball of magic came from, she saw Shadow Flames coming out of the shadows.

When she saw him, she let out a small smile, but then, she looked back in front of her and saw the rest of the wolves approaching.

Seeing this, Shadow Flames glared at the wolves.

Then, he lunged at them with his horn glowing a very deep shade of red.

As the wolves tried to attack Shadow, he used his magic to knock them out. But more wolves came out of the darkness and also attacked him.

Just then, one of the wolves was able to dodge Shadow's magic and bite his right hoof. At this, he roared in pain and tried to get the wolf off him. By then, he got overrun by the wolves.

Meanwhile, Starlight looked on in horror, thinking that Shadow would die, but then, a big burst of magic blasted the wolves away.

As Starlight watched, she saw Shadow Flames limping towards her. Just then he collapsed right in front of her.

Seeing this, Starlight got up and prepared to leave, but then she looked down at Shadow, and knew she couldn't leave him like that. So, she scooped up the unconscious alicorn and took him back to the castle.

Once she was back, Starlight brought some water in the living room where Shadow was sitting on his chair.

Then, Starlight put down the bucket and took the rag that was in the water in her hooves. She started walking towards Shadow, who was looking at his arm.

"Here, let me see,” said Starlight, as she looked at the scratches on his hoof.

But before she could put the rag on the wound, Shadow Flames knocked it out of Starlight's hooves.

"Don't do that,” she said, picking up the rag again. "Just...hold still."

Just as Starlight put the rag on the scratches, he roared out loudly, making Silver, Torch, Caroline, Iris, and Blitz jump.

"That hurts!" Shadow shouted at Starlight.

"Well, if you'd hold still, it wouldn't hurt as much!" shouted Straight.

"Well, if you hadn't run away, none of this would have happened!" argued Shadow Flames.

"Well, if you hadn't frightened me, I wouldn't have run away!” argued Starlight.

At this, Shadow opened his mouth to say something, but then closed it, thinking.

Finally, he said to her, "Well, you shouldn't have been in the West Wing!"

"Well, you should learn to control your temper!" said Starlight angrily.

After that, the ponies came out of hiding to see Shadow looking at Starlight crossly as she brought the rag up to Shadow's wounds again.

She said to him, "Now, hold still. This may sting a little."

Starlight carefully put the rag on Shadow's hoof, and he gritted his teeth and groaned.

Starlight then looked up at him and said, in a soft voice, "By the way, thank you for saving my life."

Hearing that, Shadow opened his eyes in surprise, then also in a soft voice he said to Starlight.

"You're welcome.”

Meanwhile, back by the outside of the castle, Sombra's horn started to ooze out black smoke until it generated into Sombra himself.

Then, the horn floated up and attached itself to Sombra's head. Then he laughed and said, "Ah, at last. I have been reborn! Now, to take care of the ponies who took my kingdom away from me! HAHAHAHAHA!!!!

With that, he transformed into a puff of smoke and headed straight for Canterlot.

Chapter 4

The next day at Canterlot Castle, Celestia felt worried that something was wrong.

"Sister? Are you ok?" Asked Luna.

Celestia looked at her sister and said.

"I'm not sure Luna, I feel that something is wrong."

"Is it Starlight Glimmer?"Asked Luna.

Celestia, shook her head and said.

"No Sister, it's something else."

Just then Cadence, walked in and said with a yawn.

"Morning."

"Morning." Said Luna and Celestia.

"So what did I miss?" Cadence asked.

Celestia looked down and said.

"I feel that something bad is about to happen."

"Oh, and what would that be Celestia?" Cadence asked.

"I'm not sure Cadence." Celestia said.

"Well, I'm sure it's nothing to worry about." Cadence said.

But Celestia, shook here head and said.

"I'm not so sure about that, I'm going to write a letter to Twilight, and tell her to get her friends, and bring the elements of harmony here."

With that she got up from the table, and walked to her chambers, once there she sat down and began to write. Meanwhile back in Ponyville, Twilight and her friends were talking until Spike burped up a letter.

"Hey Twilight, there is a letter from the princess."

With that Twilight, used her magic to lift up the letter and began to read.

"So, what dose it say?" Rainbow Dash asked.

Twilight, looked at her rainbow peguses friend and said.

"It says that she wants us to get the elements of harmony, and come to Canterlot."

"For what?" Asked Pinkie Pie.

Twilight, shook her head.

"I'm not sure, but I do know that we better do as the letter says."

"Well, then what are we waiting for? Let's get going." Said Applejack.

"Yes, let's go." Said Rarity.

With that the mane six along with Spike, went to get the elements of harmony. Back at Shadow Flames castle, the blizzard had stopped and Shadow was on the balcony, and watched as Starlight and Blitz was building a snow pony.

"Thank you Starlight, for helping me to build this snow pony." Said Blitz.

Starlight, smiled at the little cult and said.

"You are so welcome Blitz."

Just then as Blitz, continued to build the snow pony Starlight rolled a snow ball with her hooves and threw it at Blitz. When the snowball made contact with him, Blitz jumped up into the air, then he turned to Starlight and asked."

"Hey, what was that for?"

Starlight, didn't say anything she just laughed until a snowball hit her right square in the face. When she looked up she saw Blitz, smiling evilly as he started to make another snowball.

"Oh, it's so on." Starlight said, as she also started to make another snowball.

With that, Starlight and Blitz started to laugh as the continued pound each other with snow balls, up on the balcony Shadow Flames looked at Starlight having fun with Blitz. He then looked at his hoof that was now all bandaged up and said to Silver and Torch.

"I've never felt this way about any pony. I want to do something for her. But what?"

Silver, looked up to his master and said.

"Well, there's the usual things--flowers, chocolates, promises you don't intend to keep...."

"Ahh, no, no. It has to be something very special. Something that sparks her interest." Said Torch, as he thought of something until.

"Wait a minute, I've got it!" He said, as he whisperd his plain to Shadow.

"Are you sure?" Asked Shadow.

Torch nodded his head and said.

"Of course I'm sure, now go."

With that Shadow, left the balcony and went outside where he saw Starlight and Blitz laughing in the snow.

"Um, Starlight?" He asked.

Starlight and Blitz stopped what they we're doing and Starlight, looked at Shadow and said.

"Yes Shadow, what is it?"

Shadow looked into Starlight's eyes and said.

"Starlight? There's something I want to show you."

"Oh, what is it?"

Shadow, smiled and said to her.

"Follow me, and I'll show you."

With that Starlight, got up and started to follow Shadow in the castle. As they two continued to walk down the halls of the castle, Shadow stopped at a silver door and said to Starlight.

"Ok Starlight, close your eyes."

After he said that, Starlight looked at him puzzled until he said.

"Its a surprise."

With that, Starlight closed her eyes, as she dose so Shadow waves his hoof in front of her. After he made sure that Starlight couldn't see anything, he opened the door and lead her in the room. As they entered the room Starlight asked.

"Can I open them?"

Hearing the Shadow, shook his head and said.

"No, no. Not yet. Wait here."

With that Shadow walked away from Starlight, to draw back the curtains with his magic. As he did so Starlight, flinched as the sunlight hits her face.

"Now, can I open them?" Starlight asked

Shadow smiled at Starlight, and said to her.

"All right. Now."

With that Starlight, opened her eyes and was amazed by what she saw. She was in a room filled with kites of all shapes and sizes even in different colors.

"I, I can't believe it. I've never seen so many kites in all my life!" Said Starlight, with stars in her eyes.

"You--you like it?"Asked Shadow.

"It's wonderful." Said Starlight, she started to spin around the room.

"Then it's yours." Shadow said, as he smiled at Starlight.

Just then Starlight, came up to Shadow Flames and said as she hugged him.

"Oh, thank you so much."

Meanwhile Silver, Torch, Caroline, Iris, and Blitz looked on and saw Starlight, hugging Shadow.

"Oh, would you look at that?" Caroline asked happily.

"Ha ha! I knew it would work." Said Torch, as he playfully shoved Silver Hooves.

"What? What works?" Asked Blitz, as he was trying to look in the room.

"It's very encouraging." Said Silver Hooves, as he started to leave to give Starlight and Shadow Flames, some alone time.

"Isn't this exciting!" Said Iris, as she and Torch followed Silver Hooves.

"I didn't see anything." Said Blitz, as he looked at his mother.

Caroline just smiled at her son and said.

"Come along, Blitz. There's chores to be done in the kitchen."

As Caroline walked of Blitz followed still wanting to know what happened.

"But what are they talking about? What's going on? Come on mom."

Some time later Starlight and Shadow, were sitting at the breakfast table as Caroline was serving their food. As Shadow was eating his food Starlight was having trouble since she had to use her spoon with her hooves. Suddenly the spoon slipped out of her hooves and the food that was on it flew off frome it and landed on Shadow, right square in the face. After seeing this Caroline and Blitz both gasped as Starlight, tried very hard not to laugh. Seeing this Shadow picked up his spoon, dipped it in his soup, and aimed it right at Starlight. When Starlight, saw this she looked at Shadow with fear in her eyes but before she could say anything Shadow through the spoon full of soup right at her and it hit her right in the head. With that Starlight picked up her bowl of soup and thew it at Shadow, which made contact with his face. That did it Starlight couldn't hold it in any longer she started to laugh. After pulling the bowl off his face Shadow, used his magic to levitate his bowl off the table and thew it Starlight, which also made contact with Starlight's face. And for the first time in a long time Shadow laughed along with Starlight, who just took the bowl of food off her face. Some time after that Shadow and Starlight, were outside where Starlight saw Shadow, was trying to feed some birds but they just flew away as soon as they saw him, Starlight smiled at this and then she started to sing.

Starlight: There's something sweet
And almost kind
But he was mean
And he was coarse and unrefined.

But now he's dear
And so unsure,
I wonder why I didn't see it there before.

As the birds continued to fly away from Shadow, Starlight came over to him and took some bird seed out with her hoof and put it down. As soon as she did that the birds came back and started to eat, then Starlight took Shadow's hoof and slowly placed it in front of the birds, and before he knew it one of the birds landed on his hoof. After the bird landed on his hoof Shadow looked at Starlight, thrilled to have a bird on his hoof, then he started to sing as Starlight walked away to a tree.

Shadow Flames: She glanced this way
I thought I saw
And when we touched
She didn't shudder at my hoof

No it can't be
I'll just ignore
But then she's never looked at me that way before.

As Shadow watched, Starlight went behind the tree and when she did she began to feel doubtful about Shadow again, but when she tuned her head around the tree, she began to laugh at Shadow, who was covered by the birds.

Starlight: New, and a bit alarming
Who'd have ever thought that this could be?
True, that he's no Prince Charming
But there's something in him that I simply didn't see.

As the birds flew away Starlight, thew a snowball at Shadow, who had looked at her proudly. After she did that Shadow began to gather a large pile of snow. Meanwhile in the castle Silver Hooves, Caroline, and Torch looked on as Starlight thew another snowball at Shadow, who drops his huge pile of snow on his head. He the started to chess Starlight around the tree, but she ducks around the other side and sneaks up from behind him and thew another snowball at him.

Torch: Well who'd have thought?

Caroline: Well bless my soul.

Silver Hooves: And who'd have known?

Caroline: Well who indeed?

Torch: And who'd have guessed they'd come together on their own?

Caroline: It's so peculiar

All: We'll wait and see
A few days more
There may be something there that wasn't there before

After they were done Shadow and Starlight head to the castle, when they were in the castle Starlight, went to the fire place and sat there to read a book to Shadow.

Silver Hooves: You know, perhaps there is something there that wasn't there before.

Blitz: What?

Caroline: There may be something there that wasn't there before.

Blitz: What's there, mama?

Caroline, smiled at her son and said to him.

"I'll tell you when you're older."

That night back at Canterlot Castle. Celestia along with Luna and Cadence were waiting for Twilight and her friends with the elements.

"Celestia, please calm down they will be here soon." Said Luna, as she saw her sister walking back and forth in the throne room.

"I can't calm down Luna, not while I have this feeling that something bad is about to happen."

Just then, Cadence came up to Celestia, and said to her.

"Celestia, we know that your scared and worried but we're here now and who ever you think is coming to hurt us they will be taking care of by Twilight and her friends."

After hearing this, Celestia smiled and said to Cadence.

Just then the the throne room door opened and their was Twilight and her friends.

"Twilight, welcome and your friends as well." Said Celestia.

"It's good to see you again as well princess." Said Twilight.

"So, um what is the emergency princess?" Asked Fluttershy.

"Well..."

But before Celestia, could say one of the guards came running towards them.

"Whoa Catherine, what's going on?" Celestia asked.

Catherine looked at the princess and said.

"Princess, there is something outside that you all need to see."

With that they all followed Catherine outside, when they got outside they all saw something comming towards them.

"Uh, what is that?" Asked Rainbow.

Just then, a pony's face appeared in the smoke making everypony look on in shock.

"Oh no, it can't be." Said Twilight.

"Is that, who I think is sister?" Asked Luna.

"I'm afraid so Luna." Said Celestia.

Just then the pony landed on the balcony and looked at the ponies with an evil smile on his face.

"IT'S SOMBRA!!!!" Shouted everypony.

"But that's impossible, I thought the Crystal Heart destroyed him." Said Applejack.

"Apparently not." Said Rarity.

Sombra looked at the white unicorn and said.

"Oh the Crystal Heart did destroyed my body but luckily my unicorn horn wasn't, so thanks to my horn I was able to return."

Just then Twilight stepped forward and said.

"Well Sombra, will make sure that this time you won't come back."

"That's right, so prepare yourself to be gone again you bing mean, meanie pants." Said Pinkie Pie.

With that the ponies took there positions and started to used the elements. But as they fired the rainbow at Sombra used his magic to stop it in it's tracks.

"What the... It's not working. Why isn't working?" Asked Rarity.

"It will, we just have to keep going." Said Twilight.

"I don't how long I can keep this up Twilight." Said Fluttershy.

"Don't give up Fluttershy, we just need to hold on a little bit longer." Said Rainbow.

"I can't keep going like this everypony." Said Pinkie Pie.

"Me ether." Said Applejack

Suddenly Sombra blast a huge bolt of magic at them, which made them fly backwards.

"NOOOOOOOO!!!" Screamed the princesses.

After he was done Sombra looked at the exhausted ponies before him and said in a sinister voice.

"HAHAHAHA!!!! So much for the magic of friendship, now with that out of the way it's time to finish you all for good."

With that Sombra lunged at the ponies and began to seriously hurting them even the princesses.

Chapter 5

At Shadows castle, Shadow Flames was taking a bath to get ready for dinner that Starlight, asked him out to.

"Tonight, is the night master." Said Torch, as a bucket of water was thrown on to Shadow, by Starblaze.

"I'm not sure I can do this Torch." Said Shadow, as he brushed his mane out of his eyes.

"You don't have time to be timmied." Said Torch, as he pointed his hoof to the book that had only five
pages left.

Then he looked back at Shadow, and said.

"You must be bold, daring."

"Bold, daring." Said Shadow, as he shook the water off his mane and tail. Getting Torch wet in the process.

"There will be music, romantic candlelight, provided by myself." Said Torch, as he wiped himself off with a towel.

With that done, he went back to his master as he was getting dried off and said to him.

"And when the moment is right, you confess your love to her."

As Shadow was done being dried off he looked at Torch and said with an Inspired tone in his voice.

"Yes, I -- I con--No, I can't."

After hearing that Torch, tried to make Shadow Flames to think positive.

"Oh come on master, you care for the girl, don't you?"

"Yes, of course I do Torch. I love her more then anything." Said Shadow Flames, as he was getting his mane cut by another one of his servants.

"Well then you must tell her." Said Torch.

After the pony was done cutting Shadow Flames' mane, Torch looked at it and said.

"Voila. You look so...so...um"

The hair cut that the pony gave Shadow Flames was cut with pig-tails and bows in it. Shadow looked at it and said to Torch.

*Sigh* "Stupid."

Hearing this Torch chuckled and said.

"Not quite the word I was looking for. Perhaps a little more off the top."

After Torch said that the barber pony started to cut Shadows mane again until Silver Hooves came in and said.

Silver Hooves: Ahem ahem ahem. Your mare awaits.

Hearing this Shadow, was more nervous then ever.

"Oh dear this is not going to end well."

"Oh come on master, stop being such a baby." Said Torch, as Shadow got done getting his suit on.

"Yeah master, you will do just fine just look at yourself." Said Silver Hooves, as he brought a mirror to Shadow so he could see himself.

As Shadow looked at his reflection he looked hansom, he had on a brown vest on with a white scarf and over was a blue suit.

"Oh wow your right Silver, I'll do just fine." Said Shadow, as he admired himself in the mirror.

"See master? Now go and show the girl a good time." Said Silver.

After that Shadow put on a brave face and started to head to the ballroom where Starlight was waiting. As Shadow made it to the Ballroom there was Starlight, in a golden ball gown. Seeing this Shadow, was blushing hard but he shook it of and started down the stairs towards her. As the Two meet they smiled at each other and then bowed low to each other, after that they descend the last section of stairs and continue on their way to dinner, then Caroline started to sing.

Caroline: Tale as old as time
True as it can be
Barely even friends
Then somebody bends unexpectedly.

Just a little change
Small to say the least
Both a little scared
Neither one prepared,
Starlight and the son of Sombra.

When Starlight was done with her dinner she got up from her chair and came up to Shadow, put her hoof out and said to him.

"Dance with me?"

Hearing this Shadow blushed again and said nervously.

"Oh, no, I can't, I...."

But before he could finish Silver and Torch shouted.

"Dance with her!!"

With that Shadow quickly got up and they both moved to the dance hall and started dancing with Caroline continuing to sing.

Caroline: Ever just the same
Ever a surprise
Ever as before, ever just as sure
As the sun will rise
Tale as old as time
Tune as old as song
Bittersweet and strange,
Finding you can change,
learning you were wrong

Certain as the sun
Rising in the east
Tale as old as time,
Song as old as rhyme,
Starlight and the son of Sombra.

just then Touch dimmed the lights as Caroline finished her song.

Tale as old as time,
Song as old as rhyme,
Starlight and the son of Sombra.

When Caroline was done sinning she turned to her son who was next to her and said to him.

"Off to bed with you now, Blitz. It's past your bed time."

With a yawn Blitz said to his mother.

"Ok mamma, goodnight."

With a goodnight kiss Blitz, set off to bed.

"Goodnight love." Said Caroline, as she watched her son heading off to bed, but before he went to bed he looked at Starlight and Shadow one last time with a smile on his face.

After the dance Starlight and Shadow headed to the balcony, when they got there the two sat down, then Shadow said to Starlight with her hooves in his.

"Starlight? Are you happy here with me?"

When Starlight heard that she smiled at the dark stallion and said to him.

"Yes."

Then Starlight looked off in the distance with a worry look on her face, seeing this Shadow asked Starlight.

"What is it?"

After Shadow asked that, Starlight looked back at him and said with tears in her eyes.

"If only I could see my friends and the princesses again, just for a moment. I miss them so much.

Shadow looked at Starlight, with a look of sadness for a moment and then it turned to excitement.

"There is away Starlight, come with me."

With that Shadow took Starlight by the hoof and they started towards the West Wing. Once there Shadow used his magic to pick up the magic mirror and said to her.

"This mirror will show you anything, anything you wish to see."

As he finished Starlight took the mirror in her hooves and said.

"I'd like to see my friends, please."

After she said that the magic mirror shined into life, and Starlight had to turn her head away as it flashed. Then the mirror showed Twilight and her friends badly hurt.

"Twilight, Applejack, Rainbow, Pinkie, Fluttershy, Rarity, Luna, Celestia, Candace. Oh no. they're hurt badly, who, who could have done this?"

Shadow came up to Starlight and said to her.

"Asked the mirror who has done this."

With that Starlight looked at the mirror again and said.

"Show me the one who did this to my friends."

After she said those words, the mirror flashed again to revile King Sombra sitting on Celestia's throne.

*Gasp* "It can't be, it's Sombra." Said Starlight, shocked.

"But how can it be my father? He suppose to be died." Said Shadow, also shocked to see his farther alive and well.

"I'm not sure Shadow, oh we've got to do something." Asked Starlight.

When Starlight, said that Shadow looked at the spell book and saw it had four pages left. But with a sigh he turned to Starlight and said to her.

"Then...you, you must go to them."

Hearing this Starlight walked up to him and said to him in a surprising voice.

"What did you say?"

"I release you. You are no longer my prisoner." Said Shadow as he turned back to the book.

"You mean....I'm, I'm free?" Asked Starlight, in amazement.

"Yes." Said Shadow, as he used his magic to left the ring off of Starlight's horn. Seeing this Starlight smiled at Shadow and put a hoof on his face.

"Oh, thank you." Starlight said, as she looked back into the magic mirror and said.

"Hold on, my friends. I'm on my way."

But before she could leave she turned back at Shadow, to give the mirror back to him. But he stopped her and said to her with a sad look on his face.

"No, take it with you Starlight, so you'll always have away to look back, and remember me."

After he said that, Starlight smiled at him and said to him.

"Thank you for understanding how much they need me."

As Starlight turned to leave Shadow stopped her.

"Starlight?"

"Yes?" Starlight asked, as she turned around.

But Shadow couldn't say the words he wanted to tell her so with a heavy sigh he said to her.

"Nothing, just go, hurry."

With that Starlight hurried away to save her friends from Sombra. Just then the ponies came in the room with happy expressions on their faces.

"Well, master, I have had my doubts, but everything is moving like clockwork." Said Silver Hooves.

"Yes, Well done sir." Said Caroline, as she clapped her hooves together.

"Ah, true love really dose win the day!" Said Torch.

"I Let her go." Said Shadow sadly, as he took off his coat.

Hearing this the ponies were shocked.

"You... WHAT!?" Asked Silver Hooves, shocked.

"Master.....how could you do that?" Asked Torch.

"I had to." Said Shadow, as he continued to look at the spell book.

"Yes, but why?" Asked Silver Hooves.

"Because, I love her."

After Shadow said that, the ponies looked at him in shock, then Caroline spoke up.

"I can't believe it. After all this time, he's finally learned to love."

"That's it, then. That should break the spell." Said Torch, hopefully.

But Caroline, just shook her head and said.

"But it's not enough. She has to love him in return."

"And now it's too late." Said Silver Hooves, sadly.

"But she might still come back." Said Iris, hopefully.

But Shadow Flames, looked at them and said.

"No. I’ve set her free. But there is something that I would like you all to do."

"Really? And what's that master?" Asked Silver Hooves.

"I want you all to help Starlight."

When the ponies heard this they were shocked.

"What? But master, are you sure?" Asked Torch.

"Yes, now please go and help her fight my farther." Said Shadow.

With that the ponies nodded and left the room, when they did Shadow began to sing.

Shadow Flames: I was the one who had it all
I was the master of my fate
I never needed anypony in my life
I learned the truth too late

Shadow Flames steps onto the balcony of his lair. From his point of view, he see's Starlight getting ready leave the castle.

I’ll never shake away the pain
I close my eyes but she’s still there
I let her steal into my melancholy heart
It’s more than I can bear

Starlight then sets off for Canterlot and Shadow starts to fly to the top of the castle.

Now I know she’ll never leave me
Even as she runs away
She will still torment me, calm me,
hurt me, move me come what may

Shadow continues to fly higher and higher, to keep Starlight in his sights as she gets further and further away.

Wasting in my lonely tower
Waiting by an open door
I’ll fool myself she’ll walk right in
And be with me for evermore

When Shadow made it to the top of the castle, he looked on as Starlight continued to go further away from the castle.

I rage against the trials of love
I curse the fading of the light
Though she’s already flown so far
beyond my reach
She’s never out of sight
Now I know she’ll never leave me
Even as she fades from view
She will still torment me, be part of
everything I do
Wasting in my lonely tower
Waiting by an open door
I’ll fool myself she’ll walk right in
And as the long long nights begin
I’ll think of all that might have been
Waiting here for evermore

When Starlight made it though the gates of the castle she used her magic to teleport to Canterlot. As she teleported away unknowing to her Silver Hooves, Torch, Caroling, Iris, and Starblaze were going full speed to get to Canterlot in time to help Starlight, but little did they know they had a stowaway on bored. Blitz was lessening to the whole conversation between the ponies and Shadow and desisted to hop in the airship as well to help out. Meanwhile at Canterlot, Sombra laughed at the ponies who lay on the ground weak and hurt.

"HAHAHAHA!!!! You ponies are pathetic, but now it's time to end this." Said Sombra, as he fired a ball of magic right at them.

But before the ball could make contact with the ponies Starlight appeared and blocked the big ball of magic.

"What the, who are you?" Sombra, asked.

"My name is Starlight Glimmer, and you have no right to hurt my friends." Said Starlight, as she did her fighting stents.

Hearing Starlight voice, the ponies, and the princesses said in a weak voice.

"Starlight your back."

Starlight turned to her friends and said with a smiled.

"Yes I am, and now it's time to take care of this monster once and for all."

Hearing this Sombra laughed.

"Oh that's rich, you think you can beat me, little pony?"

"I'm not sure but I am going to try." Said Starlight, as she charged right at the evil stallion.

"Big mistake pony." Said Sombra, as he fired a powerful lightning spell right at Starlight.

But Starlight was quick to doge it.

"Nice try Sombra." Starlight said.

just then Starlight saw that Sombra was gone.

"Hey, where did he go?" Starlight, asked.

Just then, the ponies saw Sombra right behind Starlight.

"Starlight, he's right behind you!!"

When Starlight heard them she turned around and saw Sombra, smiling at her with his evil grin.

"Gotcha." Sombra said to Starlight, then he turned around and bucked her hard into a wall.

"Starlight, are you alright!?" Screamed Twilight.

As Starlight, struggled to get up, Sombra started to walk towards Starlight.

"Starlight, look out!!" Shouted Applejack.

Starlight looked up to see Sombra standing over her.

"How dare you challenge me and now you shall die."

Sombra was about to kill Starlight, but then he saw the mirror that Shadow had given her.

"Hey, what's this?" He asked, as he picked up the mirror with his magic.

"Hey, give that back." Said Starlight, as she tried to get up.

Then she saw Sombra laugh.

"Hey what's so funny?" Asked Starlight.

Sombra looked at Starlight and said.

"This is my mirror where did you get it?"

Starlight looked at Sombra, and said.

"I'm not telling you."

Sombra just scoffed and said.

"Fine I don't need you to tell me I can just ask the mirror."

With that, Sombra looked into the mirror and asked.

"Show me where this pony got you?"

After he said that the mirror glowed and then the mirror showed Sombra a castle and then there was Shadow flames looking at his spell book that had only two pages left.

"Well, well, well, my son Shadow. My how he's grown."

Just then Starlight got up and ran towards Sombra.

"Give that back."

But before Starlight could get Sombra, he used his magic and lifted Starlight to eye level with him.

"No, I don't think so enfact once I per-sway my son to join me you will be my bride and your friends will die."

When Starlight heard that she said in an stern vioce.

"He would never join you."

Sombra laugh at this and said to Starlight.

"Oh we'll just see about that pony."

And with that her thew Starlight towards her friends and then he used his magic to trap them in a cell.

"Now that is out of the way, it's time to see my son again."

With that Sombra, tuned into smoke and headed to the castle where his son was leaving the ponies alone in the cell.

Chapter 6

As Sombra started to head for Shadow's castle he passed the airship where Torch, Caroline, Silver Hooves, Iris, Starblaze, and Blitz, was in.

"Whoa, what in the world was that?" Said Iris, as Sombra passed them.

"It must have been King Sombra, in smoke form." Said Torch.

"Then that mean that something bad has happened to Starlight, and her friends." Said Starblaze.

With that Caroline looked at Starblaze and said to him.

"Well then what are we waiting for? Lets get there and help them."

After Caroline said that, Starblaze put the airship to full speed and raced to Canterlot castle. Back at the castle Starlight was trying to free herself and her friends from the cage that they were in.

"Oh I have to worn Shadow." Said Starlight.

When the others heard this they were shocked.

"Worn him? How did you get away from him?" Asked Twilight.

Starlight looked at the shocked ponies and said to them.

"He let me go Twilight, so I could help you and the others."

When the ponies heard this, they where shocked.

"Wait he just let you go?" Asked Applejack.

Starlight nodded and said.

"Yes, so please everypony help me."

Everypony looked at each other and then Rainbow said.

"Wait, we are going to save Shadow, the son of Sombra, the pony who tried to kill the princesses, inducing Twilight?"

After hearing what Rainbow Dash said, Starlight looked at her and said.

"Yes, but he's different now Rainbow Dash."

"She's got a point Rainbow." Said Celestia.

When the ponies heard what Celestia just said, they were shocked.

"She dose?" Asked Dash.

"Yes, she dose." Said Celestia.

"And why do you say that princess?" Asked Twilight.

Celestia smiled at her student and said in a calm voice.

"Because, he let her go so that she could save us."

Hearing this made the ponies even Rainbow Dash look down on the floor with sad expressions on their faces.

"Your right princess." Said Twilight.

"Yeah we're sorry Starlight." Said Applejack.

"Then what are we waiting for? Lets get out of here so we can help Shadow." Said Pinkie Pie, as she started to hit the cage with her shoulder.

"Pinkie's right, come on everypony." Said Rarity, as she also started to hit the cage with her shoulder as well.

Just then they heard the palace doors open.

"Um girls the palace doors are opening." Said Fluttershy.

As everypony looked at the palace doors there stood Torch, Silver Hooves, Caroline, and Iris.

"Torch, Silver Hooves, Caroline, Iris you've come to help." Said Starlight with a smile on her face.

"Of course we have mademoiselle." Said Torch, as he bowed down to Starlight.

"Oh Stop fooling around Torch and let's help Starlight and her friends out of that cage.

With that Torch stopped bowing and said to Silver.

"Right away my old friend."

And so with the help of Iris and Caroline the four ponies were able to free Starlight and the others from the cage that Sombra put them in. After that was done Starlight started to head for the airship to stop Sombra from hurting Shadow.

"Come on everypony we have got to get to the castle to stop Sombra." Said Starlight.

"Wait he's going to the castle?" Asked Iris.

"Yes he is." Said Luna, as she fallowed Starlight.

"Oh dear we must stop him." Said Caroline, as she and the rest of the ponies hurried to the airship.

As they all got to the airship they saw Blitz on the deck of the airship.

"Blitz, honey what are you doing here?" Asked Caroline.

"I Just wanted to help out to beat King Sombra." Said Blitz.

Caroline shook her head and said to her son.

"Oh hun i know you mean well but what would happen if Sombra grabbed you while you where helping and then what?"

Blitz thought for a moment and said to his mother.

"Your right mom, I'm sorry."

"It's alright hun I forgive you." Said Caroline.

As Caroline hugged her son Rainbow Dash came up and said.

"Well come on everypony, we have got to stop Sombra."

"Rainbow is right now lets hurry." Celestia said as they all got the airship turned around and heading back to Shadow Flames' castle.

Meanwhile at Shadow's castle, he was staring out the window thinking about Starlight. Just then he saw black smoke coming towards the castle.

"So Sombra is coming here now? Then I'll be ready for him." Shadow said to himself as he left the room to face his farther.

As Sombra landed on the balcony outside it started to rain heavily and lighting.

"Hmmm, not a bad place I think if I can make my son to join me this will be our new castle." Said Sombra, with an evil smile on his face.

Just as Sombra was getting ready to open the door it opened and their was his son looking at him with a scowl on his face.

"Ah son its good to see you again after so long." Said Sombra with a wicked grin on his face.

Shadow said nothing as Sombra walked in the castle.

"What are you doing here and alive farther? I Thought you where dead."

"Yes son I was dead but just temporary. You see after I was destroyed by the crystal heart my horn remained unharmed and slowly I started to reform and now I'm back and ready to rule Equestria."

"Not if I have anything to say about it dad."

With that Shadow charged at his farther but was stopped by his magic.

"Oh son you are just as much of a fool as your mother was."

After hearing that Shadow charged at Sombra.

"Don't you dare say that about my mother, dad."

But before Shadow could stab Sombra with his horn Sombra used his magic to knock Shadow back.

"Nice try my son but not good enough now let me so you true power."

With that Sombra fired a powerful energy blast right at Shadow which made contact and Shadow went flying into a wall.

"Now that my son is real power HAHAHAHAHAHA!!!

As Shadow tried to get up Sombra fired a beam of magic right at Shadow but he was able to doge it and started up the stairs.

"Come back here Shadow." Said Sombra, as he followed his son.

As Sombra chased after his son a storm started to rage outside then Sombra fired a powerful magical blast at his son which connected to Shadow's side which made him fly though a window. As Shadow was trying to get up Sombra started towards him with an evil smile on his face.

"Well my son this was really entertaining but now the party is over and now your life is forfeit."

With that Sombra used his magic to make a sword and slowly started towards his son. Just then the airship that was carrying Starlight and the others arrived and when Starlight saw that Sombra was going to kill Shadow she screamed through the raging storm.

"No Stop!!"

Hearing Starlight's voice Shadow looked up to see Starlight and her friends looking at him in shock.

"S....Starlight." Said Shadow weakly.

"No, Sombra don't." Cried Starlight, as Sombra was ready to kill Shadow.

But before he could kill him Shadow created a sword of his own and stopped Sombra's sword before it could strike him down which made Sombra look at him in shock.

"Starblaze, we have got to get up there." Said Starlight, as she continued to look at Sombra and Shadow fighting.

"The storm is too strong I'll have to take the air ship down." He said.

As Starblaze, landed the ship Starlight got out of the airship and entered the castle to help Shadow Flames. Meanwhile Sombra and Shadow continued their fight on top of the roof of the castle. As the two of them traded blows then Shadow Flames got on top of Sombra and was ready to strike him down but then Sombra used his magic to get Shadow off of him.

"Come on out and fight son!" Sombra shouted as he continued look for Shadow Flames.

"Were you in love with that pony on that airship, Shadow? Did you honestly think she'd want you when she could have some pony like me?"

When Shadow heard what his farther just said his eyes went red in anger then he came out of his hiding spot and slowly came up to Sombra. When Sombra heard his son behind him, he tried to hit him with his magic but Shadow Flames was able to move out of the way then Sombra started to fire more beams of magic right at his son. But he continued to dogged them but then one of the magic bast's hit Shadow right in the side seeing this Sombra laughed and started to move in for the kill.

"Now it's over son, that pony you love so much will be mine when you are gone and I will finally rule of of Equestria and take control of the Crystal Empire once again."

After hearing what Sombra just said Shadow Flames got up and started to attack his father while shouting at him

"No, you will not have Starlight, she is mine and I wont let you hurt her or her friends. And as for Equestria and the Crystal Empire you wont get the chance to rule.

With that Shadow grabbed Sombra by the neck with his magic and dangled him off the liege of the castle.

"HAHAHAHAHA!! Yes son do it kill me and finally be like your father." Said Sombra, with an evil grin on his face.

After Sombra said that Shadow was about to drop his farther but something changed inside of him. So instead of drooping his farther to his death he pulled him back from the liege and said to him.

"No dad I'm nothing like you now get out of my castle and never return."

And with that he let his farther go just then Starlight Glimmer arrived.

"Shadow"

Hearing Starlight's voice Shadow Shadow turned around and looked up and he saw her up on one of the balconies of the castle.

"Starlight!" Said Shadow Flames, As he started to climb up the tower to Starlight.

When he got to Starlight he held his hoof in hers and said to her.

"Starlight, I can't believe it you came back!"

Starlight smiled at Shadow Flames and he smiled back at her until Sombra got up and stabbed Shadow with his horn.

"NO!" Starlight cried, as Shadow roared in pain.

"HAHAHAHA!! So much for my son now you die!!" Said Sombra, as he charged at Shadow Flames again ready to kill him.

But then Shadow Flames got up and fired an magical spire at his farther which struck him in the chest when that happened Sombra looked down at the spire and then back at Shadow in shock that his son was able to do this to him. Then Shadow grabbed his dad with his magic and thew him off the balcony finishing him off once and for all.

Chapter 7: The End

After Sombra was gone Shadow fell right in front of Starlight, just then Twilight and the others stopped when they saw Starlight standing over Shadow. As Starlight put her hoof on his cheek Shadow Flames slowly opened his eyes and looked at Starlight.

"Starlight. You, you came back."

"Of course I came back. I couldn’t let Sombra… Oh this is all my fault. If only I’d gotten here sooner." Said Starlight, as she held him close to her.

"Maybe it's better, it's better this way." Said Shadow Flames as he started to cough.

Starlight just shook her head and put her hoof on his mouth and said to him.

"Now come on Shadow, don't talk like that.You'll be all right. We're together now. Everything's going to be fine. You'll see."

Just then Shadow Flames put his hoof on Starlight's cheek and smiled at her.

"At least I got to see you one... last...time."

Starlight put Shadow Flames' hoof closer to her cheek just then she felt his hoof drop down a little and when she looked at Shadow Flames, he slowly laid his head down on the ground and slowly his eyes closed. When Starlight saw this she put her hooves on her mouth and gasped.

"No, no! Please! Please! Please don't leave me! I love you!" Said Starlight as she started to cry.

As Starlight was crying all of the other ponies started to cry as well not seeing that the last page of the spell book had just vanished. Then suddenly the rain started to shimmer and as every pony looked they saw Shadow's body rows up and then suddenly a big flash of light blinded theme for a second and when the flash of light disapered there where Shadow Flames was was a pony with white fur with a golden mane and tail. As the ponies looked at the pony in shock Starlight slowly started to approach him put when he started to move she quickly stepped back away from him. When the pony got up he looked at his hooves and then turned around to see everypony looking at him and then he saw Starlight and said to her while she was looking at him with a mysterious look..

"Starlight, it's me!"

As Starlight, continued to look at him skeptically, she then noticed his eyes was the same red color as Shadow Flames then she then knew that she was looking at Shadow Flames.

"It is you!"

As they look into each others eyes Shadow Flames pulled Starlight close to him and kissed her. As he did so fireworks display explodes around them. The gloom surrounding the castle disappears, revealing a blue sky. The castle is transformed, with the gargoyles changing into guard ponies just then Torch came up to the two ponies.

"Oh my prince you have returned." He said with a bow.

Shadow Flames smiled at Torch and hugged him.

"Hello old friend."

Just then Shadow Flames looked at Celestia and the other princesses and started to walk up the them. When he got to the princesses he bowed low to the princesses and said to them.

"Princess Celestia, Luna, Cadence, and Twilight I just wanted to say that I am sorry for what I did and I hope you all will forgive me."

After he said the the four princesses looked at one another then Celestia came up to him and smiled at him.

"Of course we forgive you, everypony deserves a second chance."

Hearing this Shadow smiled and bowed to Celestia and went back to Starlight, and then Shadow picked up Starlight and started to spin her around.

"Wow who knew that evil pony would turn out to be good after all." Said Applejack.

"Yeah you got that right Aj." Said Rainbow Dash.

"You know what this calls for everypony?" Asked Pinkie Pie.

"A party?" Asked everypony.

"That's right a party." Said Pinkie as she got her party canon and started to fire confetti.

Some time later in the ballroom of the castle Starlight and Shadow Flames started to dance with everypony watching them.

"Ah, l'amour." Said Torch, as he watched Starlight and Shadow dancing.

Just then Iris came up to him and brushed his face with a feather duster. As she started to walked away Torch chuckled and started after her only being stopped by Silver Hooves.

"Well Torch, old friend. Shall we let bygones be bygones?"

Torch smiled at his friend and said to him.

"Of course, mon ami. See I told you she would break the spell."

Silver Hooves: I beg your pardon, old friend, but I believe I told you.

Torch: No you didn't. I told you.

Silver Hooves: You most certainly did not, you pompous parrafin-headed pea-brain!

Torch: Oh yeah? Well en garde, you, you silver rich snotty pony!

And then the two started to fight some of the ponies watching them began to laugh. Meanwhile back with Starlight and Shadow who were still dancing Caroline and her son Blitz were watching them with the four princesses.

"Are they gonna live happily ever after mom?" Blitz, asked his mother.

"Of course my dear, of course." Said Caroline.

Just then Celestia, saw her former student starting to cry.

"Why Twilight, whats the matter dear?"

"Oh I'm just so proud of Starlight Celestia."

"We are too Twilight, you really tout her well." said Luna.

Twilight: "Thanks Luna."

Luna: "You are welcome Twilight."

Back with Starlight and Shadow he could see Starlight was looking at him funny so he decided to ask her what was wrong.

"What, what is it Starlight?"

Starlight just smiled at him and asked.

"How would you feel about growing a beard?"

Hearing that Shadow smiled and growled playfully at her after that they started to laugh together then everypony started to sing and dance.

[CHORUS]

Certain as the sun
Rising in the east
Tale as old as time, song as old as rhyme
Starlight and the Son of Sombra

Tale as old as time, song as old as rhyme
Starlight and the Son of Sombra

Prologue (Edited)

Once upon a time, in the land of Equestria, there was a kingdom called the Crystal Empire. There, the Crystal ponies lived in harmony, but then, an evil pony named King Sombra took over the empire and enslaved the Crystal ponies until two princesses banished him from Equestria.

Over a thousand years later, however, he returned to reclaim his role as king of the Crystal Empire, but, thanks to six ponies and a baby dragon, Sombra was gone forever and the Crystal ponies were saved.

What they didn't know however was that Sombra had a child, and this is where our story begins, years after he was defeated.