Intro:

Discord here, it feels like it has been awhile since I’ve made an appearance here doing an introduction. I’ve been awful busy you see, what with converting the stubborn Fluttershy into my pawn, and using indirect means to shake up the pony world.

As we near the end of this journey, we reflect back upon all the wondrous chaos of the story…

What? Expecting some retelling of everything in a “best of” or clip show kind of last minute, production crunch sort of thing? I think we are a little bit better than that desperate, over used tactic. We did that in Sombra’s Door for a point of view thing, and we pretty much cover the goings on at the start of each track already.

Great things about stories, there is a little limitations on productions, no worries about sets, costumes, actor advisability, budget or any of that. Which it good, because these locations and sets would be so expensive.

Track 09: Castle of Shadows

Twilight trotted around her room in Canterlot, pacing in thought as Spike stood by with his claws around a scroll and quill as he awaited her words to be recorded.

“Are… are you gonna say anything?!” He asked after waiting far too long for her to do anything. “If all you are gonna do it scratch grooves in the floor, maybe I should get a blank record instead of a scroll to record all this”

She Stopped and gave him a dirty look, then sighed. “Sorry Spike, but after everything, what can I say? Life seemed so hopeful after we defeated Nightmare Moon and won back Princess Luna, but then-”

“I know, I was there” Spike cut her off. “Fluttershy, Rainbow Dash, and Applejack. It stinks what has happened, but at least we still have Rarity, and Pinkie. We gotta keep focused on what we have, not what we lost”

“Wise, but not too easy to just brush off our friends like that” She reminded. “You are right about one thing, we need to focus on what we have left to protect”

Spike added to his point with “We still have Ponyville too, everypony there still loves you. Maybe things have gone a bit crazy, but you are Twilight Sparkle, and you always figure something out”

Twilight smiled at him, taking in his words as he calmed her as he usually did. “I also have you, Spike, and you remain one he best parts of my life. You have always stood by my side, and helped me keep my head straight.

“Ok, I have decided to send you back to Ponyville to work with Pinkie Pie as she keeps the peace there. The princesses and I will keep our efforts going here in Canterlot, Princess Cadence and Shining Armor are doing what they can in the Crystal Empire. We need as many places as we can get to be safe havens and orderly, and with all we still have in Ponyville, that is the next best option to fortify. Maybe Rainbow Dash will clear her head and join in the effort too”

“You can count on me!” Spike gave a little salute, as they agreed on their mission.

******

Twilight returned to Canterlot, after going to the Tree of Harmony, and was feeling especially frazzled by how things had played out. She inspected her newly acquired wings, not yet testing them to fly, as so much had happened it was not very important to her at the moment. She was surging with new power, and it was at times difficult to focus them. After speaking with Princess Celestia, she felt a little better about her status as an Alicorn.

Using Princess Celestia’s spell to send messages, she informed Spike on some of the key details and that he should come to Canterlot along with Pinkie, Rarity, and Rainbow. It was upsetting that Rainbow had not joined them, but she moved ahead with her plan any ways.

The group talked for a long time, until two Bat Ponies had shown up. The conference ended shortly after, with Spike and Pinkie heading back to Ponyville, Rarity deciding to go into the city to enjoy herself, and Twilight studying more of the forgotten works in the Grand Library.

Twilight felt that more answers were hidden in the original castle of the pony sisters, and set her path to go explore it. She did not want to go alone, and so she tracked down Rarity to join her.

Finding her friend in a den of pleasures, the mare was not too excited to leave. “But Rarity, there is so much tied to Everfree Forest, especially with the Tree of Harmony’s influences through the ages. I believe it may hold the answers to how we can turn the storm around, and I would really like to have one of my closest friends beside me”

Rarity was lounging with a stallion stroking her mane, and with Twilight’s intrusion, she was looking more annoyed than pleased. “Dear, I believe you can do anything, but really, what can I offer to this?” Throwing her head back, but keeping eyes on Twilight, Rarity tried to relax again. “I cannot help but think how I am but the last option, seeing how few friends we even have anymore”

“Not true!” Twilight defended. “I need your talents, your careful eye for details, and need for perfection”

Giggling, Rarity traced a hoof on the stallion. “My eyes do like detail, and perfection”

Ignoring this, Twilight pressed on. “Please, imagine the finds we might uncover. The artifacts of an age long gone, and all the designs that might inspire a new future after all the chaos”

Rarity took this in, imagining the old decor that was waiting for a revival. “Very well, I feel a calling to the mysteries of the past” She sat up, giving the stallion a dismissive nod, and he trotted away. “When do we leave?”

******

Twilight and Rarity made their preparations for their trip into the Everfree forest, ready to brave and explore the lost castle. Since the sacrifice of the Tree of Harmony, the forest had become increasingly dangerous. Twilight had received updates from Zecora on the situation, but it would not be until she saw it for herself that it would sank in.

On her way to Rarity, Twilight could have sworn that she had seen Pinkie a dozen times, but not once did she greet Twilight. This seemed odd, but the mare was focused more on other matters to worry about Pinkie suddenly turning neglectful.

“Do not worry about it Twilight” Rarity dismissed her friend’s concern about taking her from her home for this mission. “With all this abhorrent Discord mess, my own business has been lacking. Much to my dislike of it, I cannot blame ponies for not thinking about my finery over survival. It has afforded me some time to enjoy some other things, as you well know when you found me in Canterlot. This is not to say, I do not hope to find some inspiration or something in that castle that might inspire ponies to escape their despair from awhile”

Twilight hung her head a bit, with the weight of everything it was understandable. “I wish I could be so optimistic, I don’t know if I will find anything to help at all. I know you will find something, you have always been able to find inspiration, but I need to find something so there is a world for your creativity after”

Giving Twilight a nuzzle, Rarity said to her friend. “A good designer sees a problem and finds solutions, and a good friend helps her friends find ways to over come their problems” Spurred on by this, Twilight knew that Rarity was right. She would need to her all her friends find ways to get past these problems.

Their journey together to Everfree was mostly calm, but they seemed to see Pinkie a lot on their way, but again she never approached the pair. They both felt it was just that she was busy with keeping Ponyville together, and did not give it much thought. Then before them was the edge of the forest, and this is when it finally struck her just how bad things had become.

“Zecora had told me that matters were getting worse, giving her and her new apprentice trouble, but I was not expecting this” Twilight said to Rarity, as they inspected the treeline.

The once normal looking forest, was now looking darker in the cover the trees. The trees themselves looked twisted and mutated into unnatural forms. All over the Plunderseed vines had crept, and twisted around many of the other plants. None of the bright flowers, even the dangerous ones, were blooming. There was a lot of tracks on the ground, and the earth was torn up in several places were things had run from the forest. This explained why Twilight could not hear, or sense any animals.

“Apprentice?” Rarity asked, after taking in what she saw. “Who ever joined Zecora out in THIS?” She swept you hoof across the air to display what she referred, though not truly needed.

“Didn’t ask” Twilight responded, trying to steel herself. She gave a snort of a laugh. “I thought maybe Trixie trying to redeem herself”

“That would be something” Rarity mused. “I bet that little troublemaker has made for the Gryphon empire by now, I would happy not to see her again”

Laughing a little at this, the two of them forged ahead, using their magick to keep that dangerous and snapping vines from them. Twilight used her knowledge to avoid any kinds of dangers that were not as noticeable a thrashing plants. It was clearer, the deeper they were, not everything escaped the forest. The disturbed earth was a frightening reminder of the battles fought for survival, but the splatters of blood, patches of fur, and pieces of animals of all kinds littering the forest told how gruesome the loosing the war was. There was not many whole corpses, seeming that what ever attacked left nothing much to be found, but the larger creatures of the forest were not so easy to dispose of. A Manticore was left, with a strange looking plant sowing into what remained of its mangled body.

Rarity had to look at the ground, using Twilight’s shadow to guide her. She was not accustom to these atrocities, and did not wish to see them. It was hard to avoid, with the ground still dotted by death.

“You said your sales are down, but I bet you still have projects you are working on” Twilight started, she was more able to handle these sights. Despite this, she wanted to focus on something else, and knew her friend did too.

Picking up on her friend’s tactic, Rarity let herself indulge in idol conversation. It was only partly successful, as it was hard not have a wondering eye to the horror all all around. “I have made some attempts at improving survival gear” She began. “Ponies like Daring Do can pull off the look, however it is not for everypony. Ponies of a certain upbringing might not be suited to the rigors of survival, and cannot bare the looks and styles of garments of that nature. Most attempts have not been productive, as they sacrifice too much appeal for practicality, or much the same in the reverse”

“I’ve never had much of an eye for fashion, or understand it” Twilight stated, as they continued on the path. “I can, however, appreciate the effort it must take to get things to ponies that catches the eye and gets them to want it. Marrying form and function is well beyond me” She thought on something she had seen a number of times. “The books I have seen some early examples, perhaps you would like to look over them when we’re done? I’m sure by today’s standards, the looks are a bit plan, but I think they looked nice when modified”

“What sort of designs were they?” Rarity did have an interest in this, and believed a new source of information might do good.

“Some of them were Wonderbolts, they modified early designs of the Royal Air Force to better suit their stunts. There was an article I saw about Sir Light Bringer and Crimson Thunder, modifying their Royal armor to work for them, but keeping to the appearance of the Royal Guard. They were around the time that the Castle of Everfree was in service, I bet there will be something about them”

Although they had been alert to what was around them and where they were going, when they came upon the spanning bridge to the castle they were a bit surprised that their conversation had distracted them that much.

“Not to put a damper on our fortune in arriving so soon, but it does feel a bit sudden” Rarity noted

Equally put on guard, Twilight took a moment to scan around the area to find any dangers or illusions. Apart from the background noise, and magick already flowing in the forest, nothing felt out of the “norm”. That worried her more. “I don’t like this, with the Tree being gone, and everything going on beyond it, this place should be much worse. This should be the epicenter of danger”

“Maybe things are spreading outward, leaving the center the calmer part of the storm?” Rarity offered. “Given how much trouble is out there, and what we had to deal with getting here, it would make some sense” She mused. “Funny how this was the very place where everything changed for us, and we became friends”

“Now here we are, at another cross road to save our friends and change destiny” Twilight added.

It was fortunate that the bridge had been fixed, and not destroyed in the more recent chaos, allowing the mares to cross over to the castle. The structure was looking more ravaged, with weeds and vines pulling and crushing the stone. Still no fauna was seen, just deadly flora. Statues and displays that had survived the Battle of Night and Day were now scattered around, and tapestries that once proudly displayed their princesses were torn to flutter in ribbons.

“Oh this is some of the greatest horror I’ve seen yet!” Rarity shouted, looking at all of the ruins. “All this precious craftsponyship left to rot and ravaged by these monstrous weeds. Such fine works, left like… like… the remnants of the end of bolts! Displayed like this, is a crime against the ages”

Twilight was slightly amused by how the same old Rarity was still here with her, just as passionate about her craft as ever. “Perhaps we can gather some of these and recover them? I think you could fix these up, and bring back a reminder of just what we are fighting for”

Rarity looked around as they moved into the castle, seeing some that had not been as exposed to the elements and more salvageable. “It would be difficult, even with these, but it would be a nice escape… what about fighting Discord?”

“I think they could help serve a better fight, and the story behind them would inspire ponies. Tapestries that were from before Princess Luna’s fall, surviving through the hardships of a thousand years, and the troubles we face now, to be recovered and restored. They would be the story of Equestria”

Seeing how inspired Twilight was getting, and believing that the same could be given to others, Rarity was seeing this as a great chance to do something better for her friend, and all the ponies out there needing hope. This was what she loved about fashion, about design, and this is what she lived for. “That sounds like a grand idea, and it clearly has an impact already. We can’t let Discord take away everything we hold dear, and we have to fight any way we can”

“Thank you Rarity, I feel like things will finally be turning around. Things have become so crazy, but at least you are still with me” Looking around, Twilight set up her plan. “I will need to go to the library, if I am going to find anything about the past, that is the best place to look”

“Take your time dear, I will just trot around to find anything I can use. Gathering supplies and inspiration, there is a lot here to work with” As they parted, Rarity went right to work doing as she said and using her magick to pull down delicate tapestries and moving heavy rubble. She was amazed that the fabrics were holding together, after thousands of years of age and being exposed to the elements. Moths, mold, and bacteria were a danger to everything, yet the skill and material here seemed to make these items resistant to all these.

Twilight was going through the shelves, moving some to stand again, and gathering the books to go through them. She had been struck in awe when she first came, even in ruin, the collection here was impressive, and the age of it all was unquestionable. She knew that in here were books that were even older than just the thousand years since Princess Celestia and Luna last lived here. She also noted that the collection did not seem subject to the ravages of time, or dangers of nature that had made a way into the hold. “Are these so preserved because of some spell, or was it the Tree of Harmony?” She analyzed it all, hoping to find maybe some way to use this to protect her own collections.

Gathering as she went, cleaning up a bit here and there to use tables to put together a start to her research. She scanned carefully, but quickly over each title, hoping that somewhere was the answers she sought.

When she had made a first pass around the whole library, and collected large stacks of books; that she neatly piled into small stacks because of a lesson she learned from her last encounter with Discord. She set to use her years of studying to go through the books, where normally she took pleasure in reading books in more attentiveness manor, she needed now to work fast. Using a spell, she was able to process a book in moments instead of hours. After several moments, and dozens of books, she was growing frustrated that nothing was turning up. She had a bit of frustration, and tossed a book to the ground, where is echoed through the remaining walls and slide in a loud scraping sound until is suddenly stopped. Twilight was not listening, not until a shushing came out of the echoes. She jumped up and looked around. “Who’s there?”

A loud whistle blew, followed by a equally loud and obnoxious voice. “QUITE! THIS IS A LIBRARY!!!” Twilight followed the path of the book, and found a green claw resting on it. Trailing up the leg, she saw Discord dressed in purple dress and a brownish coat, with a long string of pearls and a whistle he had used. “IF YOU CAN’T BE QUIET, GET OUT!”

“Discord!” He went to shout again, but she used her magick to muzzle him. This only seemed to amuse him. “What are you doing here?” She was not into playing his games any more, and not allowing him to trick her into one.

Removing the muzzle, he grinned. “You know, you might actually enjoy yourself if you loosen up Clarice”

Ignoring whatever reference to something she did not care to know, Twilight returned. “I would enjoy myself, if you hadn’t destroyed all I care about, and plunged Equestria into your selfishness”

“Shell fish? I’m allergic to it” Discord continued, pulling out a script. “Now if you recall back to part 8, row 45 of the original doc file, I discussed how I’m not but a piece of the larger puzzle of all this, in fact: you are also part of it. I feel like I’m repeating myself here, but you’ve had numerous chances to change things, and you failed each time. Every one of your little Harmony group has fallen to one thing or another, and you’ve done nothing to stop it”

“Don’t even try that, you’ve been the cause of so much of that trouble, or at least been an accessory to the problems. I have done the best I could each time one of you villains did something, so don’t go trying to make me feel to blame for cleaning up the mess you jerks make!”

“Jerk? Oh, you cut deep” He shook it off, along with the clothing he had until now. “As much as I love to take the credit for all this wonderful chaos, and as much as their is blame on those others around cause trouble, but it’s simply not so clear cut as your words” He moved closer, poking at her with his claw finger. “You always seek answers, look for reasons and rationality in everything, but somethings are just not so easy to be explained. Sometimes, the fault lies in those we refuse to see. Don’t go pointing hoofs at others, especially me. Of all the animals I’m made up of, a Scapegoat isn’t one”

“Yeah, but a… Passing Buck… is one…” She tried to play his game at word play, to which a panel of Discords looked at one another and held up score cards, all with low scores. “Whatever” She groaned. “I know that trouble has plagued this land for much longer than you have, but I also know that things have been increasingly bad since you’ve been around, and especially since returning recently. Your Plunderseeds weakened the Tree of Harmony, and that was the original protector of Equestria”

Discord collected back into one, and spoke. “Plunderseeds? Oh yeah! I forgot about that, as far as that sap goes, it really needed to branch out besides relying on ponies to help. It was too rooted in the past, and needed to leaf awhile ago. This is how to do word play” Twilight gave him an amused expression, and summoned up a card with a low number on it, then smirked a bit. “I like this sassy side of you. You are still so close but just outside the truth of it all. All of this is the blame of your precious teacher. Letting Princess Luna become lonely, using the Elements of Harmony given to them both, to destroy their harmony. Then you six took the Elements, and she never attempted to try and reforge the bonds that those Elements were spawned from. All because she was a bad friend and sister, has allowed the balance of Equestria be lost, and you certainly did not help. Being so frantic and out of control about ‘fixing’ everything, only to make it all worse. You really did learn Celestia’s lessons well”

“Enough!” Twilight snapped, not wanting to hear any more slander and lies directed at her teacher. “You will not pass this onto her, Princess Luna, or me!”

“Face it, she is part of the key reasons everything has gone to ruin, and you are part of why it is getting worse. She failed to see the obvious flaws and troubles in her own sister, save the Crystal Empire from a crazed stallion, could not stop me, weakened the tree and took the Elements away from it, and when things started to repeat she allowed an inexperienced mare make all those mistakes again. Y’all fucked up” She was trying to ignore him, not let him get into her head, but he was relentless. “Even the situation with Fluttershy is like what happened to Luna. You all ignored that frail pony, and let her fall into my hands like Luna fall into the darkness. Applejack you couldn’t save her family, Rainbow Dash is left to rot in the hospital, and Pinkie Pie is on the fast track to her own self destruction, and none of it you could stop, because you are careless and let them all go off with the dangers around every corner. I wonder what will become of Rarity?”

“SHUT UP!!!” Twilight exploded. “I’m done with these games, or letting you get into my head. I’m going to use the power the Tree gave me, and-” She only stopped when she heard a scream from another part of the castle, one that was coming from Rarity.

“Strange” Discord wondered, as both of them looked toward the source in similar confusion. “I didn’t set anything up here for Rarity… wait… no!”

******

Rarity had been making quick work of the project at hoof, feeling pretty good about her progress and the ideas coming to her. She was pretty well lost into her thoughts, but not so much that she did not feel the eeriness of the old castle. The longer she was here, the more she did not want to be. There was a haunting chill in the air, and she could almost hear echoes from the past.

“... Do not worry sister… I shale take care of everything…” One of those echoes was sounding clear enough to understand, causing Rarity to look around for the source. “You no longer have to bare the burden of Equestria…”

“Hello?” She called back, finding the voices to be too real to just be in her mind, and feared somepony was playing a game. “Who is speaking?”

“...there is room for only one princess in Equestria…” The voice came back, sending shivers up the mare’s spine.

She started to back out of the room, the voices were clearly not an illusion and the room was feeling ever more dangerous. More sounds were creeping all around, and the wind outside was starting to howl, as shadows seem to grow greater. “Who ever this is, this is not humorous!” She attempted to reach a decent soul, but it was nothing decent here. “I demand you to show yourself!” She stamped her hoof to show authority, and all the noises stopped dead.

“Demand? You dare Demand me?” The voice sounded a little different than before, but it was now no longer an echo of the past but a presence of the here and now. When she realized just who it sounded like, she also understood who the echoes had sounded like. The same, yet very different, and the former she did not wish to deal with again. “Just who are you to command Royalty? However, if you insist” Shadows sprang out around her, binding each leg to prevent her escape. Before her, in a swirling gathering of shadows, a figure formed. Rising out of the darkness, bones with flesh rotting off them, barely any remaining to be covered by a useless set of worn, broken, blue armor. Under the cracked helm, a pony skull aimed right at the struggling mare, with hauntingly blue eyes of a demoness gazing upon its prey. “How do you receive me now, that I have abided to your order?”

The shadowy mane of the wicked mare still clung to her ravaged body, and it was all too clear to Rarity that this wraith was Nightmare Moon in an even more twisted form. “We destroyed you…”

“Yes, for the most part, you did” The ghost responded, with annoyance. “You six little interlopers separated me from Luna, and left me in a tormented state of essence. I have lost so much of my power as I rotted here in this castle, but I did not, nor will not be expunged! I am suffering, the ache in the heart, the fear in your eyes, an endless torment of the very soul! Equestria is shaping into just my kind of place, and it fuels me. I will return, and claim my place in this glorious horror!”

Even though bound, Rarity challenged this. “I will not allow that!”

Laughing at her, Nightmare Moon show no concern for such an idol threat. “Please, you are not more than a seamstress with a over ambitions nature, and yet you act like a princess with these demand and orders” Snickering at the next of her retorts. “I suppose a mare with your looks is accustom to others doing your bidding, and getting the royal treatment. I bet you get all the stallion cock your little whore cunt desires”

“How dare you! I am a lady, not some tramp! Perhaps you would act so, but not I” Rarity shot back, still not allowing her situation to dissuade her pride. “You are nothing, just the bad feelings of a pony who lost her way. You are no villain against those like Discord, so crawl back into your hole and begone”

Nightmare Moon just studied her, with little face left, it was not easy to read her feelings. “You are rather talkative for one in my power. You should learn to keep that mouth shut, though I imagine that is not the only part of you that you cannot keep closed” She gave a grin, with what little of her face she had left on her bony jaws. “Suits me, you will be a fine replacement for Princess Luna. You do sound rather similar, and both share a complex of undeserved superiority with frail egos” Focused on Nightmare, Rarity did not notice even more shadow limbs would creeping closer. “I’m sure this has been said behind you back before, but you will be an easy conquest”

“How dare you-” She stopped, feeling her legs being pulled part. “What do you think you are doing?!” She struggled against the raising danger. “Unhoof me!”

“Why, I have none upon you, but do keep talking, and scream when I hit the right spots. I’m taking you in every way your little slutty body has to give, until you spirit is broken and then I will take that body and make it mine” A shadowy tentacle drove deep between Rarity’s hind legs, forcing the mare to cry out in surprise and pain of the sudden invasion. “My mistake with Luna was relying upon her emotions to keep her in my thrall, after this, little will remain for you to ever resist me. Just enough to amuse me, as you are trapped in your own body… You are a loose little slut” Another tendril found her other opening in the rear.

“No! Stop, release me!!!” Rarity fought in vain, completely over powered as the pain of the violation tore through her. “Please… stop…” She lost her aggression, and began to plea.

Laughing at her plight, Nightmare Moon was only driven further. “Already dropping this pretense of might? You are so easy”

Tear streamed out of Rarity, as she could do little else. “Why… why are you doing this?.. Y-you were evil… but this… is so much worse…”

Getting close to the mare, the specter locked her ghostly eyes with the wet, pained set of the mare. “My name is Nightmare for a reason, I feed on them! Yours are about being reduced to nothing but an object, to be used and abused. A proud, lovely mare who does as she wished, reduced to begging and pleading for her life. Powerless. I said I would break you, and this is one of the best ways I could. Now, scream for me, my little whore” More shadows drove into the already raped holes, forcing the mare to do just as the specter wanted. “I feel that you are far too accepting of all these, my what a loose pony you are. What is your record for taking cock? I think I will break that as well” Even more tentacles grew out of the shadows, filling Rarity’s mouth, ears, nose, and even her teats. “You will be filled like never before!”

******

Twilight charged out of the library, leaving her concern for anything else behind with Discord. She had to save her friend, she couldn’t loose another or let herself feel responsible for another one. The urgency escalated when all the screams stopped, leaving only the thundering of Twilight’s own hooves to be the sound she heard in the entire castle as they reverberated off the stone. The sound seemed to warp, and travel freely on its own, beating almost as hard as her own heart.

Entering the last room she had seen Rarity, she frantically looked around to find her or some trace. She was so desperate, that she lost all thought about using her magick or any skill to do the job, focusing on obvious clues that just where not there. “I’ve failed too many,” She thought, almost tripping on some of the gathered tapestries. “I cannot fail Rarity”

So lost in her panic, Twilight had not seen the pair of blue eyes opening in the shadows. Luminous, slitted eyes of a predator, gazing at its quarry with lustful anticipation. “Twilight Sparkle” She said slowly, let each syllable drip out of her lips like the poison of deadly plant, but too softly for the mare to notice. “My little nuisance” She now said louder to get that attention.

Turning fast to the voice in the shadow, Twilight was aghast by the tall figure that was still partly hidden in the dress of the night. “Nightmare Moon… but.. but how?” She asked at first, then shouted out once she remembered what had sent her charging into the room. “Where is Rarity?!”

Stepping from her realm, the figure moved closer and exposed herself. The same dark, void-like body, but now the mane was now a wave flowing down into a waterfall, with the colour of the animated hair being much more vibrant and coloured more like the mare Twilight had been seeking. “I see now why that commoner thought herself so special, having a friend like you to fill that delusion. You seek that pretender, but find true royalty! I’ve done her a great service, and made her so much more” Twilight was confused at first, but soon pieces were becoming clear. “Behold, young Alicorn, Nightmare Rarity!” A group of creatures formed from the darkness, surrounding Twilight. “As much as I would love to catch up, and learn how you became Alicorn, you are trespassing in my castle. By order of the Shadow Queen, you will be punished for all crimes committed here. From your dared striking of a Queen, to defiling my sanctum, and attempting to steal my property!”

Twilight was forced to the center of the room, trying to process everything as the shadow creatures drew nearer. “Rarity, if you are in there, fight her! You have will, you have power to resist her! Princess Luna had been weakened by loneliness, and bitterness, but Nightmare Moon doesn’t have those holds on you! You are not alone, you are loved, creative, and my friend!!!”

“Are we done?” Nightmare Rarity questioned. “I have many means by which to break a pony, some use emotions, and some just need to be ridden hard” She looked herself over. “Do you not like how I took that little mare, and made her so much more glorious? She did love looking her best. I do miss my wings, but this body does have an appeal that nopony can deny” With her eyes alone, she looked at Twilight. “Although you have many faults I could exploit, you lack the beauty of your friend, even with those wings and power. No, I think you will serve better as a minion” One of the shadow creatures separated from the rest, something dangling between its legs. “Would you like to fight as your friend had, or accept this opportunity to join my ranks as my second?”

“You won’t keep her, or take me!” Twilight shot back. “I’ll be back for you Rarity!” She flared her horn, and was gone from the castle, far across Everfree where she did not think the new threat could get her.

With some disinterest, Nightmare Rarity sighed. “Oh well, hmm…” She stretched her magickal sense to follow Twilight, but when she had lost her she found something else instead. “There are far too many of those weeds about, but there are some lives still lingering” Then one particular pony caught her attention. “How interesting, my little sister is here. I had wondered where she had been going. Well, I should clean up a little bit first, it would be uncouth to bring her to her new home, when it looks so…” She shuddered. “Unkempt”

******

Twilight appeared in the middle of Golden Oaks Library in Ponyville, and collapsed on the floor in a mess of tears. She was again broken by her failures, and each one was taking a toll on her. Yet another of her friends had been taken by the madness, but this time she was turned into a monster. Try as she could, she could not seem to actually do anything to help ponies, not even those closest to her.

“Twilight Sparkle, you must never give into failure” She heard a voice in her mind, a memory of encouragement. “You must not allow yourself to become overwhelmed. Try, and try again. Give your best, and do your best each time. The only true failure one can commit, is when they do not put themselves behind what they seek to do. Even if it does not work out, so long as you tried as hard as you could, you are never a failure. Worry not about what others think or say, you can only worry about what you think about yourself”

Standing from the floor, she cleared away the tears and was again steadfast, putting on a determined face. “Of course, we can only do what we are capable of. We can push our limits and grow, but if you cannot after giving a hundred percent you only reached your limit. I cannot fault myself!” After she gave herself a bit more motivational thoughts while clearing her doubts, she rushed back to Canterlot to prepare as best that she could for this war, and how to end it.

******

Nightmare Rarity sat in her reconstructed throne room, with glamour and design that put Canterlot to shame. The tapestries and statues had been replaced with images of her own wickedness, and every turn was more reminders of just how self-indulgent she was. The castle, she now called The Castle of Shadows, was filled with creatures to fit the name. She was collecting survivors and possessing them with her minions to make her army, stretching out into Ponyville to claim ponies there as well.

There were some who she had yet to challenge until she felt the time was right, one was her sister and Zecora, as well as a mysterious third pony familiar but not of importance to her. The other group she had allowed to linger in her Forest of Shadows, was the Changelings. Today was the moment she would claim all of the forest.

The Changelings had put up a fight, but were quickly overwhelmed and fled the forest, but not before turning Everfree into chaos.

Nightmare Rarity had marched out to meet Queen Chrysalis, but the coward fled faster than her drones. So when her march brought her close to her sister, she stopped and locked eyes with the filly who had been staring from a distance.

“Hmm, Trixie is that strange pony I sensed” She was looking at Sweetie Belle, but feeling out the forest. Trixie had bolted off, while Zecora scooped up Sweetie Belle to escape. “How rude, to refuse to meet their Queen of Shadows!” Nightmare Rarity nearly growled, sending her minions that did not chase after the changelings to go after the two, ignoring the illusionist pony all together.

They had near caught the pair, and Nightmare Rarity was closing in when Trixie returned with a new power that actually felt like a threat. The Queen lingered back, watching as events played out.

Observing in curiosity of what her sister had become, and the unusual alliance with Trixie and Zecora, Nightmare Rarity had kept a distance believing she would have them all for her new army. When they had reached the edge of the forest, that was when she made her move, but only managed to grab Trixie, not expecting her to send the rest of her quarry away. Growing aggravated by this, she violently dragged the ensnared mare by into the depths of her dominion.

The demonic-like minions had piled onto Trixie, holding her down and preventing her from cast any spells. The master watched in amusement as her pawns attempt to remove the amulet she now believed to be the source of the suddenly acquired power, being more aware of this item as she studied.

When the minions became frustrated by not getting the necklace off, some turned toward more carnal endeavors. They were focusing on her rear, with lust in their otherworldly eyes. This was when Nightmare Rarity stepped in.

“Enough!” She bellowed, causing her demons to scatter in terror of their Queen. “Remove yourself from her” She came closer, as some still lingered, daring to defy their master’s will for their own desires. When she was nearly upon them, those desires where soon driven away. Trixie stood, looking to see just who had “saved” her from the hoards, not seeing the wicked mare until she had said. “This one is mine” She turned to the voice, then stepped back.

“D-dose Trixie… know you?” She did not know many ponies well, save for Twilight, and with Rarity’s new form as Nightmare Rarity, she was at a near complete loss to who it was.

Taking a moment to think, Nightmare responded. “I know you, at least a part of me does. Sometime ago you had come to Ponyville, and been rather boastful about your skills. I had attempted to explain the need of etiquette, especially for us Unicorns, only to have my mane turned into a rat’s nest” There was some bitterness in her tone, however she brushed it aside. “Ever after other transgressions, I’m passed that now that I am one with the Nightmare entity”

Trixie scoffed, emboldened by her Alicorn Amulet against a foe that was very likely even more powerful. “Trixie cannot recall ever instance when she has outdone another pony, and humiliate them. It happens so often” She noticed that the demonic hoards were returning to surround her, and also one that she knew had attempted to defile her. She blasted at the ground beneath it, and a pike shot out to impale it right through where its anus should be.

Nightmare Rarity found humor in this, and mused. “Ah, so the potential rapist, is in turn sodomized to death. I like the way you think, Great and Powerful Trixie” The Unicorn turned her attention back to the leader of this group. “I could use one such as you in my ranks” She trotted away, to start pacing around the clearing. “I don’t know what you know of the world, but Equestria is doomed, plunged deep into a level chaos that even Discord himself is not capable of alone. New wicked forces are gathering, and fighting to claim this land, and I aim to dominate them all!”

A little skeptical of her abilities, Trixie observed for a moment the other mare. “What makes you think you can? What makes you think Trixie would join you?”

“Because, my dear, of Power! I have it, and you want it” She moved back toward Trixie. “I have access to the greatest stores of magick and its knowledge, I posses the skills to use them and so could you. Join me Trixie, and reach levels of power you could not even dream of” She locked eyes with the mare. “Think of it: you could be head of my armies, or the greatest Unicorn in all history. You could rule by my side, as my partner” She caressed Trixie’s cheek. “Or, my lover”

Trixie stepped back, taking it all in, and she found a lot to digest. “Is Trixie to assume, that if she refuses, Trixie would be killed, or worse?”

Nightmare Rarity did not give the answer right away, taking a moment to be entertained by the thought. “Rather perceptive. I would enjoy you amongst my legions, but why would you not choose my way?” She turned, to look more seductive. “As powerful as you are with that trinket, I could make you more powerful without it”

“How could Trixie refuse?” She said, with sarcasm. “Why would you want Trixie, if she had humiliate you before?”

Strutting around the clearing again, displaying her wicked beauty. “Part of me is that old pony, yes, however more of me is what was Nightmare Moon. She was partly defeated by Rarity, and it is amusing to me that I would have you as my second. All the aside, you are powerful, ambitious, and simply attractive, these are the greater reasons I would choose you. I want to take all of that, and make it greater, to have somepony worthy to share in my conquest”

“Can Trixie guarantee her safety, that you will not just kill her when you grow tired of her company?”

“I do so adore how you speak in the third pony” Nightmare Rarity grinned with desire. “You already act as a royal, why not just accept a place at my side?” Trixie repeated her question, with more sternness. “And so wise, however I can only say that boredom would not sever out ties, no, only a sense of betrayal would be cause of termination. Once I was the Element of Generosity, but now I am Greed, and I would not part with my property so readily”

Not overly excited to be somepony’s property, Trixie snapped. “Trixie is not to be owned by anypony!” In her bit of anger, she shot out bolts of energy that connected with the Queen, and sending her crashing back a distance away. The shock forced out cries of pain and surprise, as the demons around her bristled in rage at the sight of their master being struck. Trixie felt a new surge of power, and lost any fear she held. “You cannot have Trixie like some trophy! She will claim Equestria, and show all why she is Great and Powerful!” Laughing wickedly, the Unicorn teleported herself from Everfree.

Nightmare Rarity climbed to her hooves, with her minions closing in to observe the status of their master; seeking to exploit and weakness. She frowned deeply, and took a few deep, angry breaths until she calmed herself back to a regal posture. “She has made a grave mistake, nopony escapes me…” She turned from clearing, and traveled back into the forest to her castle.

Outro:

“What?!” Discord stormed about his home in the realm of chaos, as the realm itself stormed at his anger. The existence twisted and warped into new horrors and confusion. “Now Nightmare Moon is back?! What’s next, Tirek, Cavity Creeps, the Borg?!” He picked up a statue and threw it, shattering the wall it struck. “It’s bad enough I have to compete with these wanna be villains, but now a true force of darkness…”

“Why is Nightmare Moon so bad?” Fluttershy asked, stepping into the room from the other side of where the wall had been broken. “I know she is a meanie, but you are the Lord of Chaos. With all your magick, can’t you just ‘poof’ her away or something?”

He looked down at here, feeling a bit less angry, even if he had to explain himself. “The Nightmare essence that corrupted Luna, and now Rarity, is an ancient being like the Wendigo, or sirens. Originally it was a Tantabus, it feeds upon fears and doubts of whom ever it finds. Luna being a powerful pony with powerful emotions, allowed it to grow and gave it a whole new power and life. Now it is a being as great as I, and will likely continue to spread its power with its demons”

Fluttershy took in this information and though upon it. “Well, you will just have to do better than her. You both were beaten by the Elements of Harmony, but where she was destroyed, you were just imprisoned in stone. You have that on her”

“Oh Fluttershy, you are a delight to have around” Discord grinned. “I chose so well, when I picked you over all the others”

“I just don’t like to see others upset, even if you did steal me. I don’t think you are as bad or mean as you let on, and maybe you will one day come around and help rebuild Equestria”

Discord studied her for a long while, dumbfounded by either her naivety or delusion. He then busted out into a wild fit of laughter. “Don’t be such a foal. I am Lord of Chaos, master of disharmony, and so forth. What would I ever do as a bringer of peace and love? I can’t even imagine such a world where I choose anything but chaos” He tucked away a DVD of My Little Pony: Friendship is Magic, as he continued to laugh at her.

“Well, you could have friends if you stopped being selfish” He went on laughing at her attempts. At first, she looked down in defeat, but as his mockery went on, her lips tightened and a look of anger was glinting in her eyes.

Author's Note

I believe this to be my largest track yet, and with some elements I normally don't like to write. How much more can Twilight handle, and what more can go wrong? Only time will tell.