Darkest of Days

Chapters

Nightmares take Flight
Armor for a Kind Soul
First Steps
Power
Magica
Mid-Boss
Intermission

Nightmares take Flight

Twilight Sparkle slowly regained consciousness, her impressive mind quickly working over the clues left behind in the haze of pain and confusion. She had been in Canterlot, checking the elemental seal on Discord's statue. Something in the magical field of the castle had tweaked her senses into overdrive as she went to report to Princess Celestia. There had been some kind of magical explosion, causing the hallway to cave in. She had barely gotten the shield dome up in time to prevent herself from being crushed by debris. Now, she was trapped in hollow of stone.

Looking around and seeing no exit, the unicorn took the risk of teleporting directly to the throne room. The sight that greeted her was impressive and terrifying. The entire room was destroyed, pieces of tapestries and mosaics littering the floor. The thrones that her mentor and Princess Luna usually occupied had been reduced to molten slag. Several members of the royal guard lay about, one completely torn to shreds. None of them were breathing as she checked for survivors. Confused and in a panic now, she sprinted down for the balcony and looked out over the gardens. Pegasi swarmed through the air as a battalion of Unicorns marched into the statue garden. Discord's statue was completely missing, and two alicorns fought hoof and horn over the former location of the sealed god of chaos.

One she immediately recognized as Nightmare Moon. The alicorn she was facing had a vague resemblance to her mentor, but the being's mane and tail were blue and white flames that left the air shimmering in heat as they passed. The two creatures battled, hurling spells at each other with abandon, not caring who or what was caught in the crossfire. Twilight moved to run for the Elements of Harmony vault when she was stopped dead in her tracks by the creature now occupying the throne room, sitting on his own throne of jelly beans.

"Discord!"

"My my, Twilight Sparkle. So good to see you again. I must thank you for mercifully allowing me to dream while I was imprisoned this time. I only hope you prove as amusing as Jean-Luc," the draconequus said with a grin, "I should also thank Moony and Flare for letting me out."

"Who?" the unicorn asked, "Are you behind all this?"

"Oh no, Twilight, of course not. I only spread chaos, not destruction. You see, poor Luna's guilt at becoming Nightmare Moon allowed the Nightmare to come back in full force even as the Nightmare used Celestia's guilt at being forced to banish her sister as a way in."

"No..."

Discord grinned even wider, "Yes! Nightmare Moon is back, and Solar Flare has come to be! It's wonderful, don't you think? I could just sit here and watch the chaos those two would raise, but I would become bored. So, Miss Sparkle, I propose we play a game."

"Not another one of your tricks, Discord."

"Twilight, please, no tricks this time. The game is simple. Two rules! Rule number one, I am not allowed to interfere with your fight to subdue the nightmares in any way, helpful or otherwise. Rule number two is a little more difficult for you to follow. You don't get to stop me until you've stopped them. Before we begin however, I think all the players should be on the board," he says, snapping his fingers.

Around Twilight, her friends suddenly appeared, in positions that indicated they were in the middle of something before being so rudely teleported. Applejack bucked empty air and landed on her stomach. Rainbow Dash landed on her back with a start, likely having been relaxing on a cloud. Pinkie Pie continued to mix air for a moment before waving at Discord with a huge smile as Rarity fell forward with her ponequinn no longer supporting her. Fluttershy dropped the fish she had been holding in her mouth and immediately hid behind Twilight.

"Ah, excellent, you're all here."

"Discord! Ah oughta buck you right back into that statue of yours!" Applejack hollered, getting to her hooves.

"Now, now, ladies, no need for language. I simply thought you should all be here for this," he said as an explosion rocked the castle, "Oh, it seems they're coming this way. I do believe I would rather watch from a distance. Here are your precious elements, girls. Have fun!" he said before vanishing, the box containing the elements replacing him and bouncing toward the assembled mares.

"You too, Discord!" shouted Pinkie Pie, bouncing happily in place.

"Pinkie! Calm yourself!" Rarity scolded, making sure her mane was in place, "Twilight, darling, what in Celestia's name is going on?"

"Yeah, Twi. One minute I'm taking a break from training, the next thing I'm on my back in... where are we anyway?" Rainbow Dash said, flying over to the purple unicorn.

"This is the throne room of Canterlot Castle, Dash. We have some problems..." Twilight sighed before relating everything that had happened up to that point.

The other mares, save Pinkie, could only gape in confusion at the events that were unfolding. Pinkie, for her part, was positively giddy, "Oh, this is going to be so awesome! We're going to have epic battles and dramatic moments and this is going to be the best story arc for us ever! I am so excited I can't stand still!"

Twilight ignored the party pony and looked at the rest of the group, "Elements on girls, we have a world to save."

They all nodded as Twilight levitated their respective elements over to them before the group turned and looked out at the battle unfolding below the balcony. Some of the guard had chosen sides, becoming imbued with darkness or fire as they did, still others fought solely for Equestria and the true princesses. The battle below was chaotic and disorganized on all sides, ponies fighting desperately for their lives and freedom even as they tried to organize the defense of Canterlot itself. The alicorns above were taking time to simply direct their troops as they fled to recover from the battle. Twilight looked to her friends and they ran for the stairs, intent on joining the battle and securing the city before finding the Nightmares.

Armor for a Kind Soul

The battle for Canterlot raged unchecked, civilians fleeing or defending their homes as their own courage dictated. Fires raged wildly as the mad ponies under the Nightmares' command stormed through the city, killing and pillaging. Those royal guard who remained true were evacuating those they could on the train out, forming a line of defense against the lost city. The Elements fought through the city bravely, meeting up with what remained of the cities defenders outside the train station.

"Twily!" shouted a familiar unicorn.

"Shiny!" Twilight called in response, galloping over, "What's the situation?"

"We're evacuating what ponies we can on the train while one of the strike teams locks down the castle archives. The castle staff are using the escape tunnels to get down the mountain. Do you have any idea what's going on?"

The younger mare sighed, "Nightmare Moon is back. So is Discord. We also have a new enemy named Solar Flare. My friends and I have the Elements and we're going to go save the world."

"I don't envy you, Twily. Good luck, sis, I'll keep Canterlot under lock down once we can get these crazy ponies under control."

"Okay, we're going to follow the Nightmares. They both went in the same direction, so hopefully we can catch them both at the same time while they're fighting each other."

Shining Armor nodded and gave his sister a quick hug before he spotted a fresh group of refugees fleeing toward them, "Come on! Get on the train! Hurry!" he shouted to them as the elements ran off down the road out of Canterlot.

The road ran parallel to the train tracks for some time before splitting off and heading out into the wilds of the Everfree. Flashes of light and pillars of smoke drew their attention to a battle waging deep in the forest. The six mares ran further, following the path until it ended at a wall of trees that seemed to have been grown specifically to block their path. More trees grew up to suddenly surround them.

"This is bad."

"No kidding!" Rainbow Said, unable to fly free due to the thick canopy that quickly covered the road, "Which one did this, you think?"

"Could be either of them, they both have incredible powers..."

"My... Faithful... Student..." came a deep voice that emanated power, authority, and utter cruelty.

"I think that answers your question, darling," Rarity said quietly to Rainbow Dash as Fluttershy curled into a ball of terror.

Twilight turned towards the burning glow that slowly appeared behind her as her former mentor stepped forward, her very footsteps turning the dirt beneath her to glass, "Princess Celestia!"

"Foal! I am no longer Celestia! I am Solar Flare, the Eternal Sun, the Burning Queen!"

"Listen to me, Princess! It's the Nightmare, it gotten into you, you have to fight it!"

Flaming mane lashing behind her, the creature began to laugh, "Oh, my faithful student, how little you understand. I have accepted the Nightmare's power! Together we can build a new Equestria. Twilight, I would love to have you by my side, as my Archmage and consort."

Her friends looked on, Applejack giving the tree nearest her an experimental buck while Solar Flare droned on, espousing on the glory that could be given to Twilight if she were to join. Fluttershy slipped behind Rarity and whispered something in her ear as the white unicorn began to try and force the trees apart with her magic.

Finally, Twilight spoke, "Enough, Solar Flare! You are not my mentor. Your offers and lies won't get me to betray my friends. You'd know that if you had access to all of Celestia's memories," she said with finality, her horn beginning to glow.

"You foal... You don't have a tenth the power necessary to beat me on your own, and I won't give you time to use the Elements!" the burning alicorn shouted, rearing up and slamming her fore hooves down on the ground, causing a blast of heat and light that knocked all six mares back in addition to shattering their tree prison.

Fluttershy was able to duck most of the damage and catch Rarity given her position. She turned as Solar Flare approached the fallen elements, standing over Twilight with a menacing grin, "Twilight Sparkle... I release you from my tutelage... and from your life..."

The alicorn began to charge bright magic in her horn, the grin growing into a psychotic smile as Fluttershy leaped into action and darted forward, standing over Twilight and staring up at the villain who had so easily defeated her friends, "How DARE you?!" she said, now fully Staring up at the creature that had taken over Celestia's form.

"Ha! Dear Fluttershy, what a surprise! I thought you would be cowering behind one of your friends."

The pegasus continued to Stare into Solar Flare's eyes with greater force, "You leave my friends ALONE!"

"Dear, sweet, Fluttershy. That little trick of yours won't work on me. My mind is much too strong. I was planning to let the rest of you live for now, but I suppose you can join Twilight," the alicorn said, finishing the build up to her spell. A beam of searing light shot from her horn straight at the two mares. Fluttershy spread her wings and wrapped them around Twilight as best she could in order to try and absorb as much of the heat and fire as possible. Hopefully, the unicorn could survive.

As the magic struck her body, the Element of Kindness around her neck began to glow, flaring brightly as its energy flowed over her body, protecting and strengthening her while she protected her friend. Solar Flare's spell ended, and Fluttershy stood back up, returning to Stare at the alicorn.

Her coat was singed, and her mane had partially burned away, leaving it ragged and black along the edge. Where once was a simple golden necklace with a jewel shaped like a butterfly, now rested a full golden chest plate, protecting the entirety of her front and along her back to her wings. Her hooves were clad likewise in golden gauntlets to protect her legs. Upon her ragged mane sat a golden helm, shining in the sunlight, "You will not hurt my FRIENDS!" she shouted, completely outdoing Luna's Royal Canterlot Voice and sending Solar Flare staggering backwards from the force of her words.

Shaken by the weight in that single statement, the burning alicorn stepped back, shocked by the occurrence before her, "Impossible. Nopony could ever..." she said quietly as the rest of the elements began to stir. Knowing that she would need to be at full strength to face these ponies, and realizing she had underestimated the timid pegasus, Solar Flare turned and fled, shouting back, "This is not over!"

Fluttershy stood there, staring after the fleeing alicorn until she was out of sight while her friends roused themselves and stood up. The first to speak was Rainbow Dash, flying over and landing in front of her friend, "Fluttershy! You look... Awesome! What happened?"

She shrugged and tried to hide behind her mane, finding it impossible with the new length and sighed, "I just... I wanted to make sure at least Twilight lived..."

At the mention of her name, the unicorn rested a hoof on the pegasus' back, "Thank you, Fluttershy. I think you unlocked a new aspect of the Elements by protecting me! This armor is amazing," she said, scanning it with a myriad of spells, "It looks like gold, but it's harder than diamond! This is absolutely incredible. I need to study-"

Her rant was cut off by Applejack's hoof, "Now, Twi, as much as y'all need to know, ah think we should stop the crazy princess first, eh?"

"You're right, AJ, I'm sorry."

As the group recovered, Fluttershy's armor suddenly began to glow before returning to the simple necklace she had started with, "Oh my, I guess it only comes out when needed..."

"I wouldn't wanna lug around that entire suit all day," Rainbow said, rolling her eyes, "Come on, we have to catch Solarlestia!"

"Yes, we do. While we chase, Fluttershy, tell me exactly what happened. It may help us unlock our own elements."

"A-alright, Twilight. I'll try..." the pegasus said, barely above a whisper as they began to trot off down the trail, following the burnt hoofprints of the former princess.

First Steps

A/N: Alrighty, going ahead and posting this because the last part of this epic battle is going to take me another week to write.

The group trotted through the thickening woods, following the only path left open to them after losing Solar Flare's hoof prints. As the sun began to set, trees around them seemed to grow as their shadows extended across the path and night began to set in.

Rarity staggered over to one side, only to be caught by Applejack before she sighed, "Twilight, as much as we need to get this messy business over with, I think we could all use a rest."

The purple mare nodded, breathing heavily, "I think you're right. I'm exhausted. We'll rest here for a while."

The group moved off the path into a copse of trees and lay on the cool grass. Pinkie bouncing around them and humming softly.

"Pinkie, what are you doing?"

"Just enjoying the story, Dashie!"

"Story? What story?"

"The story of the forest of course! Everything in the forest has a story to tell. The wind, the trees, the animals. I bet if I could talk to animals, they'd have some great stories to tell!"

Fluttershy nodded and smiled softly as Rarity tended to her burnt mane, "Mr. Bear always has something to relate when he comes by for his post-hibernation massage."

Twilight sat by herself, deep in thought. Fluttershy's armor had to have been a fail safe of the elements themselves, designed to protect their wielder in cases of extreme danger. They didn't make the wearer invulnerable, that much was obvious from her friend's mane. At the very least they increased their resistance to magic and likely physical harm as well. She wondered if they enhanced any other abilities as well. If she had the time, there would be so many experiments to conduct, but at the moment the need to save Equestria and the world was more pressing.

"You okay, Twi?" Applejack asked, sitting down next to the studious unicorn.

"Yes, AJ, I'm just thinking about Fluttershy's armor. I haven't been able to figure out how to summon it at will yet, but I'm working on it."

"Well, can you think on your hooves? We best get movin' soon."

Twilight tilted her head slightly, "Why? What's wrong?"

"Nuthin. Well, I got this feelin'. You know when your back gets all shivery and somethin' just don't feel right?"

"Only every time Pinkie plans a surprise party," the other mare grinned.

Applejack laughed a little, "Yeah, well, Ah got that feelin' right now and I-"

Her statement was cut off by Pinkie shouting, "Twitchy Tail!" and diving under an overhanging root. The others all looked up and dove out of the way as three ponies crashed through the canopy and landed in the center of the group. They wore the remnants of Royal Guard armor, but what remained had been melted and twisted into horrifying shapes. The ponies themselves seemed to radiate heat and their eyes were pure flame.

"Ah, the Elements."

"We've found them."

"Yes, we have."

"After you, Pyro."

"No, please, you first, Ashen."

"Let's do it together, Dawnbringer."

The three ponies turned toward the elements, each seeming to pick two out of the group. The one referred to as Ashen spread his wings, a cloud of gray dust spreading into the air, "The rainbow one and the pink one are mine."

Dawnbringer smirked as he stared down Twilight and Applejack, his horn glowing with magic "Very well, I will take these two."

Pyro rolled his eyes, the orange earth pony stomping his hoof, "I'll take the fashionista and the wimp then."

Applejack snorted and scuffed the ground, digging in to ready herself for a buck at Dawnbringer, "Well, Twi, ah hope you figure out that armor bit soon."

Twilight's own horn was charging as she nodded, "Me too."

The six mares faced off the three stallions as the tension in the wood grew thick enough to cut with a knife. The only pony who seemed unfazed by the situation was Pinkie, who simply stood next to Rainbow Dash with an excited grin.

Her pegasus friend noticed and nudged her with a wing, "Hey, Pinkie, what gives? We're about to fight for our lives here..."

"Oh, Dashie, don't worry! These are the first minions we're up against, it's way too early for us to go down!"

Shaking her head and laughing, Dash looked at Ashen, "Okay, Dusty, let's get this show on the road!"

Darting forward, Rainbow flipped in the air to buck her opponent in the chin, using gravity to assist. Ashen ducked the blow and rolled into his own kick, sending the mare flying into a tree. Pinkie appeared above him and landed on his back, jamming a lamp shade over his head and holding on like she was at a rodeo as the pegasus began to try and dislodge his unexpected passenger. While he was distracted, Rainbow recovered and dove back into the free, nailing a solid blow to his chin. Pinkie jumped off as her friend applied several more blows before she produced her party cannon and fired it directly into the Solar's face. Covered in confetti and dazed from the blow, the stallion swung blindly at the party pony, the sharpened point of his gauntlet coming within centimeters of slitting her throat. The only thing that saved her was Dash's quick reaction to the motion as she tackled Pinkie to the side.

"Dashie... Now's not the time!" she giggled as Dash lay atop her.

"Pinkie!" the pegasus blushed, "This is serious, he almost just killed you!"

"Killed me? That's not very nice! Why's he being a big old meanie pants?"

"Because he's-" Rainbow was unable to finish as she was tackled in turn and the pair of wrestling pegasi rolled off into the trees. Pinkie followed and watched as the two fought hoof and nail. Taking the opportunity to distract Ashen again, Pinkie began to hurl water balloons.

Bucking Rainbow into a tree yet again, Ashen turned and dove at the pink menace with fury in his eyes. His left hoof extended in a feint as his sharpened gauntlet came up underneath and pierced Pinkie just below the rib cage. Her eyes went wide and her pupils shrank to mere pinpricks as she looked down at the blood spilling from her torso. Ashen smirked and pulled the weapon free, spinning around and nailing her in the face with his rear hooves, sending her crashing into pile of brush.

Walking over, the pegasus smile down at the bleeding pony, watching her life fade until his attention was grabbed by an incredible explosion in the sky above him. Rainbow had gone for broke after watching her best friend get stabbed and flown straight up. Now plummeting towards the ground faster than sound with a wave of rainbow light spreading out towards the horizong, the brash flier aimed her newly armored hooves straight for her opponent.

The impact dug a crater where once stood a gray-coated pegasus. The shock wave leveled the trees around and even caused a localized earthquake. Digging through dirt and rock, the pair emerged in a vast underground cavern, Dash catching herself and letting her foe continue to fall until he as well caught himself and regained his senses, hovering a hundred feet below his opponent. He was ignored as Dash flew back out of the hole she created and landed at Pinkie's side.

"Pinkie!" she shouted, gripping the earth pony in her hooves, "Stay with me!"

The party pony, her mane wilted into the straight style that indicated something was seriously strong just smiled and laughed a little, "Oh, Dashie... That was awesome!" she said, starting to laugh harder.

"You gotta stop, Pinkie, you're bleeding..." Dash said, trying to stop the flow with her hooves.

Pinkie squeaked and started giggling even more, "That tickles!" she cried as her body started to glow, her own armor taking shape as the wound began to heal itself.

Rainbow stepped back in awe before her friend as the mare stood up, "Hehehe, wow! I feel great! I guess laughter is the best medicine!"

The pegasus dove forward and wrapped her forelegs around Pinkie, "Don't scare me like that... I thought you were..."

Returning the hug, she smiled, "I'm fine, Dashie! Really! Now, let's kick Dusty's flank and go help our friends!"

"You're going to take this seriously?"

Pinkie pointed to her straight mane, "Of course, Rainbow Miriam Dash."

Rainbow winced and then smiled, "Right, let's kick some flank, Pinkamena."

As Ashen took the fight with his two targets away, Pyro grinned and sauntered toward Rarity and Fluttershy. The former had begun charging a spell while the latter clutched her hooves to her butterfly necklace and tried to summon her armor. She succeeded before catching a hoof to the chin that knocked her into the wood. Rarity fired a spell at the earth pony attacker who took it in the chest with a grin, "That tickled, try another."

Rarity boggled and then ran off after Fluttershy, finding the pegasus staggering to her feet with a bruise beginning to form on her chin, "Are you alright, darling?"

"I'll be fine, Rarity, I- Look out!" she said, grabbing the unicorn and hurling her to the side as a tree came crashing down where they had previously stood, their opponent riding it down and smiling some more.

"I guess you aren't made of glass like everypony thinks, Miss Shy."

"I'm made of sterner stuff than that, Mister!" the pegasus said, flaring her wings and trying to take a fighting pose.

Rarity placed a hoof on her friend's shoulder, "Fluttershy, I think I can handle this... I don't want to see you hurt again," the unicorn said, charging another powerful spell and launching it at Pyro, who deftly dodged to the side with a laugh. She sent several more energy blasts at the dodging pony, missing each time. Her energy reserves weren't anywhere near Twilight's and she quickly became tired.

"Aw, is that all you have? Were you being too generous with your energy?" Pyro said, smirking and galloping forward only to be intercepted by a tackle from Fluttershy, "Ah, hello there!" he said before bucking her off of him and rolling back to his feet to intercept a charge from Rarity. He locked his forelegs around her neck and twisted, effectively suplexing the unicorn and slamming her face-first into the dirt. Stunned, she rolled onto her side and tried to get her vision to stop making everything double. A blur of yellow passed in front of her and knocked Pyro to the side as an explosion flattened the trees around them and made her ears ring.

Blinking, she got her hooves under her and stood, sounds muted from the blast as she took stock of herself. She was dirty, bruised, likely had a concussion, and was dangerously close to magical exhaustion. Her spa mate was currently wrestling with the earth pony and losing, but she was definitely being a distraction. Dredging the last of her magical energy for one last spell, she concentrated and built it to full power, draining her life energy as well. It was a desperate move, but these were desperate times, and the Solar pony was about to eviscerate her dear friend. Dumping everything she could into the spell, she suddenly felt a burst of power come from somewhere as her own golden armor began to coalesce around her.

"Wahaha! Take this!" she laughed and fired an incredible bolt of power at Pyro, knocking him off of Fluttershy and into a tree. The earth pony tried to stand, his entire side scorched and blackened from the blast before he collapses and crumbled to ash, defeated.

"Rarity! Are you alright?"

"Never better, darling. This armor simply looks fabulous! How are you feeling, Fluttershy?"

"A little sore from the fight, but otherwise I'm fine. I can't say the same for him though..."

"It seems Solar Flare doesn't tolerate failure... I wonder how the others are doing."

"Let's find them," she said as a brilliant flash filled they sky, followed by another deafening explosion.

Power

As the battle between her friends and Dawnbringer's companions was joined, Twilight stared down the unicorn. Applejack began to slide away to her left to try and flank their opponent but was stopped by a blast of energy from his horn. He smiled and fired a few more, causing the earth pony to dodge and forcing her back to the tree line. Twilight countered with an attack of her own, but her opponent easily blocked it with a bright orange shield.

She became the target of several more attacks as she retreated into the maze of the forest alongside her friend. They dodged and weaved around trees, using them as cover from the constant barrage of attacks sent forth by Dawnbringer. His careful steps kept them in range and under constant fire. Ducking behind a particularly large log, the two tried to catch their breath, "We can't keep runnin like this, Twi..."

"I know, AJ," the librarian said, gasping for air. She was definitely not used to this much exercise in one day, "If you can distract him, I think I can hit him hard enough to knock him out."

"Alright, sugarcube, one distraction, comin up!" the farmer said with a nod and leapt on top of the log. She gave an exaggerated look of shock and took off into the woods toward the east, keeping in sight.

Dawnbringer fell for the ruse and began to fire searing bolts of magic after her, igniting trees and the forest floor with every missed shot. Twilight leaped out behind him and fired a gigantic purple blast, sending the solar unicorn rolling head over hoof. He landed on his back and quickly got up with nary a hair in his mane out of place, "Good! But you'll have to do better than that, Lady Sparkle."

He charged his own shot and began to fire, only to be intercepted by a solid buck from Applejack, sending him hurtling through a few trees before he landed. The farmer grinned and shouted at the prone villain, "Gotcha that time!"

To both their shock, Dawnbringer simply stood and shook some of the leaves and dust off of him with a raised eyebrow and a blank expression, "Was that supposed to hurt? I'm afraid it will take more than the buck of some small time farmer to damage me."

"Small time!?" Applejack shouted and charged at Dawnbringer, her fury over his little lie forcing her armor into existence as she collided with him, raining blows all over his body with her hooves. He accepted them with disdain before kicking her off and sending her sailing through the trees to land unconscious near Twilight.

"Foal. She really should know that blind fury cannot defeat calm and cunning..."

"How about righteous indignation?" Twilight asked, firing another bolt of pure magical power at her opponent. He easily deflected it with another shield, causing the ground several feet behind him to explode in a blast of light.

"Please... You may have been the most powerful unicorn in Equestria before Solar Flare, but now I most certainly out do you," he said calmly firing a rapid series of bolts, forcing Twilight to dodge and keep moving as she fired a counter. Her opponent easily dodged her hastily fired attacks and kept pressure on the librarian.

Panting with exertion, Twilight sighed, drawing on the last of her magic for one last shot. She fired as Dawnbringer did the same, their magical energies colliding in mid-air. The two held the beam, each putting more energy and concentration into it, causing the meeting point to shift toward one caster or the other.

Twilight was beginning to panic. She knew that despite being one of the strongest unicorns in the world, she did not have the combat training, and her attack wasted a lot of energy. Options presented themselves, most of them ending in eating the beam or being an easy target for a follow up attack. Suddenly, she was distracted by an explosion of color and sound in the sky to the south. Rainbow had performed a Sonic Rainboom for some reason! It was enough of a distraction that Dawnbringer managed to press his attack, forcing Twilight back.

She redoubled her efforts but found that she had nothing left to give. She dumped everything she had to push his beam back just enough that maybe she could dodge to one side or the other, but his beam was too fast. Her heartbeat spiked as the organ itself seemed to lodge in her throat while time slowed down. Her eyes went wide and began to glow white, new power coursing through her horn as if a dam had broken somewhere inside of her. The element of Magic shone brightly adding its own energy and forming a coronet beneath its wielders horn. The armored chest plate and grieves soon followed, glowing with power as her beam reformed and collided with her attackers.

For his part, Dawnbringer simply raised his eyebrows briefly before returning to the attack. He was on the losing side of this contest now, his opponents raw energy pushing his tightly focused beam back toward him, the energy bleeding off to scorch the ground around the combatants. Realizing that now that the element had activated, he could not win without dying anyway, he poured every drop of power the Eternal Sun had graced him with into his attack. Neither side giving, it was only a matter of time before the magic built up to critical mass and detonated, sending shockwaves into the forest for miles and a blinding flare of energy into the sky.

Where Dawnbringer once stood was simply a statue made of ash in the shape of a unicorn. Twilight was glowing with power, the air around her shimmering with light and energy. A self-contained wind blew her mane and tail around. Applejack gradually regained consciousness and stood, in awe at her friend. When the earth pony realized that her friend was levitating several inches off the ground, she moved in front and looked into her eyes, "Twi? Calm down, sugarcube. Fight's over."

"Applejack?" the unicorn asked, her voice far away and echoing across a vast space, "I... So much power... I... Couldn't stop."

"It's okay, you had to do what you had to do. Ain't nopony gonna fault you for what you did."

"I can't... I feel like I'm going mad. I can feel it. The turn of the world. The ground beneath our feet is flying through space at 67,000 miles an hour, and I can feel it. The weight of the sun and moon as they're moved across the sky. All of it," she cried, silver tears flowing down her cheeks, "I could stop your heart by thinking it. Applejack, I can't. I can't take this. I want it to stop! Make it stop!"

Twilight's cry echoed through the forest before the power faded into nothing and she collapsed to the ground, unconscious as Rarity and Fluttershy galloped up, "Oh my, Applejack, what happened?"

"She unlocked her element, Rares. Ah think it was a bitch much for her..."

Fluttershy moved over and gave the unconscious mare a look over as Twilight's armor faded away to the tiara she had worn previously, "She exhausted all of her magic reserves, but she should be fine. She'll need to rest, and not out here. We have to go back to Ponyville," the pegasus said quietly. Applejack began to protest, but the element of kindness cut her off, "I know, we need to stop the Princesses, but we're all exhausted. Rarity is only still on her feet because of her armor, and likely the same with you, I saw that hit you took earlier. Rainbow Dash and Pinkie are still fighting and will likely be just as tired. We're going home to rest before we try again, and that is final."

Applejack nodded, "Alright sugarcube, we'll do things your way."

After Pinkie and Dash had dived down the hole into the underground cavern, they were soon attacked by their pegasus opponent. There was less room for him to maneuver down here, but the stallion was definitely agile, dodging stalactites with a practiced ease. His job was made slightly difficult by the fact that they regularly changed positions or were joined by hurled stalagmites courtesy of Pinkie Pie, who never truly let her rock farming abilities get rusty despite being a party planner for the last decade. Dash harried her prey with diving attacks, kicking at his wings.

Ashen quickly grew frustrated, and with frustration came carelessness. He took his eyes off the area in front of him for a split second and crashed into a wall of rock with a sickening crack, dead on impact. His body fell to the floor of the cavern, turning to ash and disintegrating on the way. Rainbow landed next to Pinkie, both out of breath, "I never knew you could do that with rocks, Pinkie."

"I did grow up on a rock farm, silly filly."

"Yeah, but, I always thought that was a joke."

"Nope! We actually grew and molded rocks for use as statuary and building materials!"

Rainbow blinked a few times before simply picking up the pink nut and flying out of the cavern, landing near the clearing where the entire fiasco had started. As they landed, Fluttershy approached, followed by Rarity, and Applejack bearing an unconscious Twilight, "Oh man, it Twilight okay?" Dash said, flying over to her friends.

"She just needs to rest. We're heading back to Ponyville," the other pegasus explained.

"But-"

"No Buts," Fluttershy commanded, heading down the path that lead back home.

"Yes ma'am, no buts, ma'am!" Pinkie said, following along, her armor vanishing back into its necklace and her hair returning to its usual cotton candy texture. Rainbow's armor did the same as she flew alongside Applejack, beginning to regale her with the story of their fight against Ashen. Applejack and Rarity's armor remained active, as it was truly the only thing keeping them on their hooves at that time. They plodded back to Ponyville, arriving well after dark, and sneaking their way into the library. After gathering a small dinner from what was available in Twilight's pantry, the gathered pillows and spare blankets and succumbed to their exhaustion.

Magica

"It's been three days!" shouted Rainbow Dash, pacing around the main floor of the library.

"I am aware of that, Rainbow Dash. However, Twilight is still unconscious, and we are not going anywhere until she is back on her hooves," said Rarity, preparing another cup of tea, "A unicorn who exhausts all of her magic is very delicate, and Twilight has as much magic as the Princess, if not more. We also could not fight Solar Flare with only five of us, darling."

The pegasus growled in frustration and stormed out of the library, taking off back to her cloud home for another nap. Rarity remained, sipping her tea and keeping an eye on Twilight, "Please wake up soon, dear. We need you."

Twilight heard Rarity within the haze of her own mind. Ever since she'd passed out she had been wandering through a foggy wasteland with decrepit statues labeled in a language she couldn't read. Some of the ponies depicted looked familiar, and it was impossible not to recognize those of Celestia and Luna. She wished she could respond to Rarity, to tell her that she would wake up soon, but her body was somewhere else entirely as far as she could tell.

"I'm sorry, Rarity, I'm trying..." she muttered to herself. She had heard that the symptoms of magical exhaustion could include incredibly detailed lucid dreams, however she expected something more useful or at least interesting than a vast foggy nothingness. She felt no hunger, or thirst, or exhaustion, and simply kept wandering, occasionally attempting to cast a light spell, or something to clear the fog away, but each time she was met with a splitting headache and sparks shooting uselessly from her horn.

Having given up on that, she attempted to discern a pattern to the statues, and managed to track herself towards more and more familiar ponies, in better condition. Stumbling across a pristine statue of Applejack, she smiled. Twilight wasn't sure, exactly, but it felt like she was getting closer. Moving away, she found a statue of Rarity, then Pinkie, then rest of her friends, leading back in a circle on Applejack.

Squinting into the distance she saw it did curve, but she was unable to see the end of the circle. Just an endless repeating circle of statues. She stood with her back to the latest carving of her farming friend and struck out toward what she calculated to be the center, judging by the way the ponies were all facing. The fog around her thickened and it became impossible for her to even see her own hooves, but she kept pressing forward until finally, she saw a soft glow. Quickening her pace, she approached and found a small pool, full of a soft lavender colored liquid. She approached it slowly, and saw that it surrounded the base of a statue, this one of herself. She looked older and for some reason she had wings. The tiara that the Element of Magic had taken the form of was perched above her horn and she looked serene, reaching toward the sky.

"My font... This is my font, isn't it?" she asked to the foggy air as she dipped a hoof into it. A warm feeling spread through her body as she did so and she felt revitalized.

"Very good, child. You have found yourself again."

"Who's there?!" Twilight shouted, spinning around and reflexively setting her horn aglow.

"My true name is lost to time, dear child," said the voice again, as a tall matronly alicorn mare stepped free of the fog. Her coat was a soft sky blue while her mane and tail were the deep purple of the gemstone that formed the heart of the element of magic and flowed in some unknown wind, "but you know me and my sisters quite well. I am Magica."

"... The element of magic is a pony?" she asked, dumbfounded. Other questions warred in her head to be asked first, but the alicorn began to speak.

"Yes, my little pony. Long ago, the six of us were merely close friends, as you and yours are. It was a dangerous time, and our abilities began to set us apart from others. The princesses noticed, and we were brought to Canterlot for training. It was during this time, as we began to manifest the innate properties of what would become the elements, that Discord began his reign of chaos."

Twilight sat on her haunches and listened intently.

"We fought, of course, as hard as we could, but it wasn't enough. In the end, in order to truly seal him away, we gave our entire being, body mind and soul, to the effort, sealing Discord in his stone prison. In doing so, our physical forms were unable to sustain the power, and became stones, much like the ones you found in the castle.

"Our forms varied over the years, but always we were together. When the Nightmare overtook Luna, our hearts wept with Tia's. She had been a true friend, but we were weak, and unable to unleash our true power to cleanse her. We could only send her away until some ponies came along that truly embodied our spirits."

Twilight, "My friends..."

"Yes, Twilight. You and your friends are the true spirit of everything we once were. Only you have been able to access more than the harmonious cleansing. You have all accessed the armor, and that makes us very proud. You, however, almost accessed something far more, and your body was not ready."

"I could feel... everything..."

Magica smiled softly and sat down next to her charge, "You were trying to merge fully with your element, Twilight. By accident, yes, but you could not handle it. That is why you passed out and why you remain unconscious. This pool, is but a small drop of your true magical potential. When you hatched Spike, and when brought peace to the Ursa, this place was an ocean of power, vast and deep."

"Will... Will it refill? How long will it take? I need to be able to help my friends!"

"You will, Twilight. This," the alicorn waved a hoof, "was something of a test. I wanted to make sure you could identify problems and patterns without magic, in case you exhausted yourself like this again. To see if you could go forward, even without that which you believe makes you Twilight Sparkle."

"My magic doesn't make me who I am, I do, and my friends do, and their memories of me."

Magica's smile grew, "Very good! Very good, child," she began to laugh softly, "You have caught on very quickly. Tia was right about you. Now, to the end of our meeting. Twilight, I have something very important to ask you. What will you do when you face what Tia and Lulu have become?"

"I will do what we did in the castle, and banish the Nightmare."

She shook her head, "I'm afraid that may not be enough. As you can see, the Nightmare returned, first in Luna, and then it slipped into Celestia, corrupting them both. It is like a cancer. If you leave even a little bit behind, it will come back. You will need your full strength, and the full powers of the elements, to fully banish the Nightmare from your teacher and friend."

"So how do we do that?"

"Your full power is very nearly unlocked, and will be very shortly," she winked, "but your friends and yourself have many trials ahead. Through these trials, you will all gain further powers and familiarity with your individual elements. You will also grow closer together, strengthening each others weaknesses, and becoming truly harmonious."

"So by the time we get there, we'll be ready?"

Magica nodded one final time, "I believe so, if you continue to be the ponies I know you are at heart. Your friends may fight, but they will always come back to each other in the end. Now, Twilight, I offer you the full strength of myself, Magica, the Element of Magic, to proceed on your quest to save Celestia, Luna, and seal Discord once again."

"I would be honored to accept, but, how do I do that?"

The alicorn stood and extended her hoof, "Take my hoof," she said with a slight smirk.

Twilight rose and extended her own, touching the alicorn's lightly. Light and sound filled her world as everything burned white. Moments later, she felt herself floating, and looked around. Her font was indeed a vast ocean, and she was floating in front of her statue, statues of her friends having risen around her to an equal height, all looking skyward with ready looks on their face. She smiled and closed her eyes again, squeezing them shut before opening them again, blinking as the real world swam into existence.

Rarity peeled herself off the wall and fixed her mane before turning back to Twilight. Just before the other unicorn had awoken, the fashionista had witnessed an incredible sight. The tiara that Twilight wore, which contained her element, had begun to glow with a bright light before shedding the golden band. The jewel itself merged into Twilight's chest and was visible there as a discoloring of her fur, as if it were a second cutie mark. Shaking herself, the unicorn approached her friend, "Are you alright, darling?"

"I'm fine, Rarity. I just met the element of magic and we kind of... merged, I guess. Everything that was her is now me. It's amazing! I can't put it into words, and you know myself and words."

Rarity nodded, "Well, I am glad you are on your hooves. Rainbow Dash has been growing increasingly impatient and is tired of waiting. I think she would have gone off on her own if you slept any longer."

Twilight gave her friend a hug, "I appreciate everything you've done for me, Rarity. Go home and get some rest. I'll send a message around to the girls to be ready to leave in the morning. I hope everyone was able to use the time to sort out the situation here?"

A nod greeted her, "I believe so. When they weren't here worrying over you, they were off making sure everything would be taken care of while we were gone."

"Alright then, get some sleep. I have a lot to do!"

Rarity nodded and made her exit, Twilight watching her go. She proceeded into the kitchen and began to do something she had never done before: cook dinner. She smiled and rubbed a hoof absentmindedly over the mark on her chest as the meal began to take shape. Tomorrow would be another start of their adventure.

Mid-Boss

A/N: So, uh, sorry for the two months no update, but as you can tell I've been writing other things. Here, have some murder and Twilight being Twilight.

... Yes, and Pinkie being Pinkie.

Twilight and her friends made their way carefully through the forest, keeping their eyes on the trees and sky to prevent an ambush from any angle. Fluttershy and Rainbow Dash were flying a loose CAP over the earthbound mares and scouting the distant horizon for any approaching enemies. The few remaining elements of the royal guard had remained in Ponyville and surrounding cities in order to protect the civilians so they were quite literally on their own.

The group had been tracking a small group of flareponies for several miles, their hoofsteps easily tracked due to the fact that they burned anything they stepped on. The problem quickly became the fact that these ponies were at least a day ahead of the Elements and apparently did not need rest.

"Twilight, darling, I hate to be the first to bring it up but... Are we getting any closer?" Rarity asked with a sigh.

"I don't know. They never stop to make camp, so they could be days ahead of us by this point. I.. Wait, do you feel that?" Twilight said, summoning her armor in a blink and looking around warily. The other five swiftly followed suit and stood at the ready, "Definitely high concentrations of magic, but where's it coming from?"

Rarity closed her eyes and concentrated, her magical sense never having been as attuned as most unicorns. Still, she could feel the massive beacon of power that was her friend and beyond that, something even stronger, "Oh my..."

"Formation Theta, girls. At least three enemies, unknown pattern of attack."

The group scampered into action, forming a loose star shape with Pinkie in the middle, a classic "Protect the healer" formation. Two ponies appeared from between the trees while a third crashed in from the sky. He was a massive stallion, at least triple the height of Big Mac and glowing with an ethereal light, his mane and tail shimmered in the sun as he spread his crystalline wings. He was turned in such a way that his cutie mark was cast into view as the dust cleared. Before them stood.

"Blueblood..." cursed Rarity, glaring at their new opponent.

"That is Prince Blueblood to you, peasant! My title rings even more true now that my Aunt has graced me with the powers of an alicorn! Prostate yourselves before me in awe!"

"Err, you mean prostrate. A prostate is a gland in male ponies used in reproductive activities," said Twilight, smiling as she helped to educate the unfortunate noble.

His eye twitched momentarily, "You think you are so smart, Twilight Sparkle. I am Prince Blueblood, heir to the throne of Canterlot, lord of the eastern reaches, and you will bow before me! I am the shining beacon of Celestia's eternal sun!"

Pinkie Pie began to giggle, "Oh, who gives a hay about you, your new name is Mid-Boss!"

~~Blueblood~~ Mid-Boss gaped in shock, "How dare you!? That is unforgivable! Absolutely unforgivable! For that, I will end you myself, pink one!" He began to charge a spell as the other two ponies with him charged. Applejack rolled out to the side and bucked the one on the left solidly in the chest, sending him flying into the air to be launched further into the distance by a spell hurled from Rarity's horn. He was out of the fight before it even began. The other minion did not fare any better, being picked up by Twilight and held in place for Rainbow to bludgeon to tiny pieces of ash. Meanwhile, Fluttershy was getting into position to harass Blueblood from the air.

His first attack missed the mark by quite a bit and Pinkie began to bounce around, the faux-alicorn's shots landing where her hooves had been a moment before, "Hold still, you pink menace!"

She giggled and kept bouncing around, "Hey, Twilight, wanna show him your new trick?"

"My... new trick?"

"Yeah, the one you got from fusing with your element! I know you probably wanted to save it for something more important than Mid-Boss, but the rest of us can't really get through his defense bonus!"

Twilight blinked, "I, uh, what? Defense bonus? Pinkie!"

"Show him the new trick!" She shouted with glee, bouncing over close to the now infuriated Mid-Boss, "Seriously, you gotta check this out. It's gonna be awesome!"

Mid-Boss' eyes were now alternately twitching as his face contorted in sheer, unkempt, and very ignoble rage. Twilight simply shrugged and reared up on her hind legs, touching the gem on her chest with both hooves and concentrating. Then, she thrust her legs out wide as the gem glowed, sending a wave of power over her, the purple flames that remained coalescing into a suit of gleaming amethyst armor, two more waves of fire flew off from her sides, dispersing to reveal two feathered wings the same color as her coat and definitely real, not the fake attachments Mid-Boss was sporting.

She landed on her forehooves as the spell finished, the rush of power having forced her to grow to nearly Celestia's height, and looked up at her opponent, "So, I've done the math, Mid-Boss. The odds of a false alicorn defeating a true alicorn, let alone the Element of Magic are approximately three hundred fifty-eight thousand, nine hundred twenty-five to one. Run back home to 'Auntie' and I won't have to kick your flank."

His eye twitched on last time before he turned his glare down, horn charging up a spell, "You dare!? You may have the power of the Element of Magic, but I have the power of the Sun itself!"

Twilight rolled her eyes and threw a barrier over herself as a searing blast of light came from her opponent's horn. He held the stream for a few seconds before switching tactics, instead beginning to rapid-fire blasts at all of the girls instead, forcing them to dodge. They retreated behind Twilight's shield, only for Mid-Boss to continue firing, sending up a thick blanket of dust into the air.

Panting with exertion, the false alicorn stood triumphantly. "Ha! Puny foals!" he said with a grin.

He felt a tap on his shoulder, only to turn around and see the assembled elements of Harmony, fully charged. They had planned to defeat him the old fashioned way, with an epic drag-out battle, but he had given them an exceedingly great opportunity. Pinkie smiled down at him, "Point of advice: Never fire blindly into a dust cloud!"

He screamed, the wave of rainbow energy washing over him, cleansing away the taint of the Nightmare and the falsely imbued power of the sun, restoring balance to his soul. Back to his normal unicorn self, Blueblood collapsed on the ground, unconscious.

Rainbow Dash poked him with a hoof, "That was... disturbingly easy."

"Well, he did blind himself and give us the opportunity to charge up," Twilight said, approaching the stallion, "However, the odds were, statistically in our favor from the beginning."

"Twi, sugarcube, are you stuck like that?" AJ asked, looking up the alicorn in awe.

"Of course not, this form drains my energy at a highly increased rate. It is completely temporary, but with proper training I could extend the duration." she said, dispelling the armor and wings and returning to her old self, "See?"

Rarity sighed in relief, "I was worried I would have to completely redesign your entire wardrobe!"

Everypony except Pinkie and Fluttershy facehoofed as they all laughed.

"So what do we do about Tall, White, and Stupid here?" asked Dash.

"Ah say we just leave 'im be. Either he'll run back to Solar Flare or he'll do the smart thing and run fer tha hills."

"He'll be fine on his own, once he wakes up. The forest is empty right now," said the usually timid Fluttershy, looking around with a determined expression.

The group nodded and began to continue their trek towards wherever the other group they had been tracking was moving.

Many miles away, secure in her new fortress of gleaming metal and burning lava, Solar Flare glared into the pool of seeing she had been camped next to for several days. Watching the progress of her opponents was consuming much of her time, but she had to know what she was up against.

As she watched Twilight's transformation, a smooth grin graced her lips, "Excellent. The elements are activating. This will make things much more interesting. Quicksilver!"

Beside in a literal flash stood a proud pegasus, burning with the power of the sun, "Yes, majesty?"

"I have a task for you..."

Intermission

Well, we've come a little ways, haven't we? What's Solar Flare planning? What's Nightmare Moon and Discord up to? Will Stimpy be able to resist pushing that beautiful shiny red button?

Suffice to say, I know all of these things, and you will too, eventually. I have more references and cameos coming for you, and a whole lot more alicornization. These things happen, you know, when you fuse with an element. So basically, I am just here to tease all of you with some things and see what you guys want more of! I know I kinda rushed straight to Mid-Boss, but I'm treating this like an epic anime series like it's based on (Tengen Toppa GURREN LAGANN) and while there are lull episodes, I'm not sure how to handle those when it's just six ponies wandering the wilderness.... Though I do suddenly have ideas.

So, anyway, to tease you, here are some upcoming chapters for the end of the Solar Flare and the next two Sagas

Solar Flare Saga

True Lies
Fortune Favors the Bold
The Eternal Sun
Twilight Falls
Incandescence
Doctor Who?

Nightmare Moon Saga
- Crossing
- Fight for Home
- Those Left Behind
- Limits Tested
- Madman with a Box
- Limits Reached
- Beyond Alicorn: The Next Level Attained!

Changeling Saga
- Sheer numbers
- Scourge
- One Thousand Papercuts
- The Only Way to be Sure

Somewhere, King Sombra will be introduced, and Discord is the final thing they have to fight, but that's going to be basically the final few episodes of TTGL in sheer badass epicness. If you can figure out what the chapter titles are going to be, by all means, speculate in the comments, you may give me ideas. Please note: These are not all the chapters, just the ones that are most teasery >:3 I have more planned.