A most uncharacteristic smirk adorned Shining Armor's muzzle. He stood with melodramatic poise, in his gleaming white plate mail, matched by a pristine shield adorned in runes, and a shimmering broadsword at the ready. He'd long been a symbol of resistance. The one who'd united scattered survivors to face down the cult of the nemesis and restore balance to Equestria. Of course it had often been the work of others that allowed him success, but he was a potent symbol credit was thrust upon.

The butchered remains of cultists lay scattered around Diamond Tiara who was now soaked in blood. She still couldn't move, the snowflakes falling on her tickling her nose. She lamented her undignified predicament, and more-so the loss of a foalhood friend and sometimes more, Silver Spoon's ashen corpse discarded nearby. “Sh...Shi...” She strained to speak.

“Indeed, it is I, the hero of honor and justice, come to save the day!” He slammed a hoof upon his armored chest. Behind him both Trixies covered their faces with pointy hats, while Fuschia and Lavender looked on incredulous. “Look after this fair maiden, will you?” He galloped into battle, moving swifter than she'd ever seen him manage before.

Human Trixie knelt and playfully slapped Tiara's cheek a couple times. “Don't mind...him. Trixie will explain later.” Beatrix Belladonna was right about one thing; the loss of Shining Armor could crush morale. On the other hoof, a martyr might further bolster the cause? She'd decided to entertain their daughter's little deception for the sake of his mission. It's what he'd want...even if he wouldn't agree with their methods. With the Smooze's help and some magic trickery Beatrix could ape all his abilities, at least. However, she'd have to teach her more about acting sometime! Still, she was proud of her spawn!

Flurry Heart sailed next to 'Shining Armor', unleashing waves of magical energy that cut down acolytes with ease. “I want to fight with you!” She was still weeping over her father's loss. “Besides, Sunset may need my help to take on Starlight!”

“No, sister. Go to the Atrocity Exhibition and help them clean up! Then you can bring the survivors back here and help us finish this!” With help from the Smooze it wasn't hard to mimic Shining's movements, at least. Foe-after-foe fell to her father's blade, more pouring in from all directions, while the fireworks flashing overhead started to die down.

“D-don't die! I'll never forgive you if you die!” With a blink Flurry teleported away.

“Heh, fat chance!” Beatrix cantered almost playfully, the Smooze guiding her movements, making her a natural sword-master with his aid. The rune-encrusted edge whirled overhead, manipulated by her aura, carving apart anypony that neared her with supernatural speed. Innards rained down above her, and she raised a shield, the mess dripping down the invisible bubble.

She'd never really been the heroic type. But she did like spending time with family and friends, not to mention having some fun whenever she could, and how would that be possible if Equestria fell?! With the Smooze's help she was practically invincible; all she needed to do was help them finish this up and she could finally return home to a well-deserved rest...

*****

Snow crunched under hoof when Sunset Shimmer made her approach. The cauldron bubbled its soupy, morbid contents to overflow. She walked past it down the barren trail surrounded by rows of cracked crystalline columns. Ahead she spotted Starlight Glimmer who lazily reclined on her throne, staff resting in one hoof and the Necronomicon opened on her lap, a smug expression on her snout as eyes surrounded by dark circles feverish read the alien words marking the pages.

Sunburst's ears twitched, collared and chained beside her. She wasn't certain if it was due to the growing Crystal Heart in her bosom, but Sunset could see him occasionally flicker, his presence a paradox that threatened to unravel reality.

“Hello, Sunset. It's funny. You could have been Celestia's star pupil, but instead you were replaced by Twilight, who abandoned you to that other world at the first opportunity! Couldn't have you stealing her thunder, I suppose!”

The words stung but Shimmer reminded herself this was simply a twisted version of an old friend perverted by evil spirits; it could draw upon her memories but her soul was corrupted. “It wasn't like that! I chose to stay there. Look at you! You're cornered, your cult is crumbling, there's nowhere left to run or hide! Just surrender now!”

“Tch. They can always be replaced!” Glimmer rose and unfurled her plume. “Aren't they magnificent? Now maybe I won't need anypony to help me raise and lower the sun and moon! That's why Twilight Sparkle, or at least her counterpart from that parallel dimension, was such a poor host compared to me! She was too afraid to fully commit to this grimoire's power!”

Sunset shook her head. “And it ultimately destroyed her! Just like it did Foal-Bearer, and you too, if you let it!” She wasn't certain if any trace of Glimmer remained in there, but she would at least attempt to reason with her, even if she doubted that was possible anymore. “Look! Even Sunburst is afraid of you! Is that what you wanted? Aren't you in love with him?”

“Oh, he'll learn to love me. Even if it takes a lifetime!” She lifted her staff and started chanting the unknown language. Sunset fired a magic beam upon her, then barely managed to raise a shield to counter it when it was reflected back. A scorch mark sizzled where it struck close by. “You'll always be second-rate! Equestria wouldn't have made it this far with you as its champion!” Her eyes turned to inky black pits when she finished weaving her latest forbidden spell.

More evil apparitions arose from the Necronomicon's innards and swirled like an evil whirlwind above. Warped faces were visible as they howled, swirling about, forced to take corporeal forms upon their release. Unlike the cult's first leader Starlight didn't care that releasing them would weaken the dark tome; she wasn't as willing to patiently play the long game. She would bend and break them all to her will if necessary and damn the consequences! Even Tartarus would cower before her might!

Starlight fired a beam from her horn with such speed Sunset barely had time to counter with her own. The blasts collided in a rain of magical sparks as the struggle commenced. They withdrew their attack, then reconnected, dancing around one-another, both the would-be heirs to Twilight's legacy. But Shimmer hardly cared about that anymore.

She dodged the wailing specters which whirled by, attempting to take possession of her. It was likely the Crystal Heart would protect her even if they made contact...but she dared not take any chances. They expended more magic in a dazzling away of raining, colorful destruction, searing the ground about them and throwing up chunks of stone and crystal, continuing to escalate their assault as they dueled. She said another silent prayer to her loved ones, focused solely on saving Equestria...

*****

For quite some time Derpy's craft emitted sound waves which continually muddled the changelings. At this point dozens of acolytes had been torn apart by the armored, weapon-wielding insects, soaking the land in blood and body parts. However a change swept over the swarm when the evil spirits united with them, warping them into a more demonic visage, with multiple red eyes, thicker mandibles, and a more bloated size, their spear-like stingers now more akin to hateful spires.

From the viewscreen a black cloud descended and cloaked her gaze completely. “That's not good,” the pegasus muttered while hovering near the console that controlled the ship. She dropped her half-eaten muffin, turning a dial that raised all the ship's defenses. However they were constantly hammering away at what from outside appeared to be a column, slowly but surely puncturing it, cracks spreading and bits breaking away to reveal machinery and circuitry fine-woven under the mirage.

She considered her limited options. Perhaps a short hop away? On the other hoof, she was drawing attention away from Sunset Shimmer, and took a moment to study a device, seeing the powerful magic signatures of Sun and Star locked in mortal combat.

A crash sounded above as a grotesque, hairy changeling dive-bombed her, drooling a sticky, acidic substance which melted part of the console. Circuits sizzled and fried. A stinger embedded itself in the floor as she swooped away. She raised her sonic device, tuned it to full power, and unloaded a wave point blank in the monster's face, a shriek sounding as it burst into goo.

“No choice now,” she observed looking at the ruined innards of Time Turner's experimental machine. Had she done her part? She wanted to think so. She emptied a can to seal the hole, the liquids quickly hardening, not that it would keep the droves out for long. Her magic-seeking device spiked hard, and she breathed a sigh of relief, realizing Flurry Heart must have returned.

A hologram appeared from the damaged console; it was Time Turner, but an earlier incarnation she didn't recognize, a rougher looking stallion with a black jacket and a mane cropped so short his skull was practically shaved. “You were fantastic, Derpy Hooves! And you know what? So was I!” She laughed with tears in her eyes, overwhelmed to see her teacher one last time.

With the systems set to overload, she inhaled deeply, knowing it would take mere seconds for the invaders to overwhelm her. She plopped back on her bubble-butt to await the end with a bittersweet smile. “Oops, my bad!” A deafening boom sounded.

*****

Flurry Heart had collected everypony from the Atrocity Exhibition, then deposited them in the Crystal Empire, determined to bring all their forces to bear on the enemy. She spotted the mass of demonic changelings attacking the column, tearing into it, flooding its interior with a ceaseless buzz. She narrowed her eyes and steeled herself to teleport in and rescue Derpy.

The craft exploded. Chunks were tossed about and the mass shrieked when an inferno swallowed them. She was tossed onto her side with a yelp, embers reflecting in her eyes as she watched the meltdown. “D-Derpy...” She sniffled as the fires roared and black clouds enveloped the sky above. “No!” She flew above the flames, seeing nothing but blackened figures inside. “M-maybe she'll transform too?” She'd heard about Time Turner's odd ability. But all she heard was a continual crackle.

Cherry Jubilee trotted forward and shook her head. “I'm sorry, sweetheart.”

“Sunset may need our help,” reminded Rarity who squeezed the fire ruby for support.

“We could also be in the way,” considered Octavia who watched the atmosphere far ahead of them flash each time spells were cast. “Still, we can only do our best. Let's make certain Starlight's minions can't interfere, at least!”

Thanks to an antitoxin human Trixie forced down Diamond Tiara's throat, she'd managed to weakly rise back to her hooves, muscles still tender and her horn sparkling when she tried to work a simple spell. “Thanks, I can't bear to sit the rest of this one out,” said Tiara who dusted her tattered red cape. “Not after what those motherbuckers did to Babs Seed and Silver Spoon!”

“I feel ya,” said Tree Hugger. “We all owe our nemesis, but don't forget what's really responsible!”

“If we can somehow get the Necronomicon away from Starlight...” Pinkie's tail twitched.

The small army rushed to support their champion. And ahead they spotted what most believed to be Shining Armor, whose white blade continued to whirl about like a scythe, chopping apart foe-after-foe until the streets ran with blood. Of course Flurry and a few like both Trixies and her sidekicks knew the truth. The deception bolstered the morale of the survivors who rushed to support the Paladin. Gunfire, melee weapons, and spells cut down the cult members that still remained in droves.

*****

Thick tentacles erupted from the floating Necronomicon in a rush, hundreds unfurling in response to Starlight's will, clasping around Sunset's translucent limbs. “Gotcha!” She watched her prey struggle with dark eyes, horn lightning up as she tried to blink away, only for her counter-spells to keep her locked in place. “Aw, what's the matter? Is that all you have?” Slimy suckers traced over Shimmer's sparkly physique, whose snout scrunched up as she wiggled and groaned. “Guess you're screwed!”

She turned to 'Shining Armor' whose blade arced through several tendrils, severing them in a mess of clear fluids which reeked as they splashed about, and the Paladin seemed to dance about, more extensions lashing around the Paladin who continued to cut them down. “You can't fool me Beatrix Belladonna! This grimoire allows me to see through your petty little tricks!”

A cluster of tentacles rained on the knight, enveloping her, and while the Smooze tried to slither though their hold, the eldritch abomination could somehow counter its ethereal nature, forcing it into a more solid form. “Ah,” cried Beatrix who with a poof of a sparkly, colorful cloud was forced back into her usual form, restrained from all directions by the creature. It ripped away her clothes. Poked and prodded at her. “S-sorry Sunset,” she called wincing as the slippery beast started to invade them.

The small force rushed to their aid, raining destruction on the monstrosity, while Pinkie dove through the air trying to grab the black tome, but they too were captured with little fuss despite their team effort. “Damn it all,” cried Diamond Tiara as she watched Pie land with a splat near her, caught by a tendril and slammed face-first into the dirt before she too was raped.

Octvavia was pulled upside-down by the ankle of a backhoof, making Vinyl Scratch and Lyra desperately rushed to her aid, simply to end up snatched themselves by rubbery limbs which moved with the swiftness of cobra strikes. Tree Hugger's rifle was ripped away as she was taken, likewise Cherry Jubilee's pistol when the puckered suckers coiled around her barrel.

Blueblood raised a barrier to defend Rarity, Fuschia, Lavender, and both Trixies, but this too was easily shattered before the full-force of the Necronomicon, as they too were scooped up and almost playfully toyed with by the cult leader.

Flurry Heart blinked away, her horn showering down lasers on the rolling mass beneath her, but more-and-more emerged from the pages, until scores of them seized her too. “Let me go!” She thrashed as they dragged her down, somehow able to nullify even her powerful spell-craft, and she watched in horror as her loved ones were continuously violated before her eyes.

A chain rattled from the throne. “Stop this,” cried Sunburst.

Power surged inside Starlight Glimmer who watched the bloated tentacles molest her captives, their coats drenched under the slimy pulsating suckers which enveloped them. She had won! What to do with her prey? Feed them to the cauldron to further empower herself? Brainwash them into being her slaves? Let the abomination fill them with its horrific spawn?

Perhaps she could do all of those?! Maybe she would recreate the Four Horses of the Apocalypse from the best of them, just for kicks! She'd surpassed the failed cult leaders before her. There was nopony left in Equestria to resist her!

Author's Note

Farewell Derpy...