Nightmare Equallity

by Nocturnalis Storyhart

Rating: everyone
Tags: Dark, Alternate Universe, Drama, Trixie, My Little Pony: Friendship is Magic, Tantabus, Queen Chrysalis, Starlight Glimmer, Romance, Sunburst
Length: 9782

starlight glimmer feels guilty and goes evil. The Tantabus returns.

After Starlight's reformation, she still feels guilty for what shes done.
The Tantabus returns and persuades Starlight to free her guilt on her. Starlight agrees, and turns into Nightmare Equality. She now not only wants to make ponies equal, but all creatures. She is now unstoppable. An unlikely group of friends (or not so much friends) team up to stop her with the Magic of Friendship. But the very reason that pushed her over the edge may be just the one to stop Nightmare Equality, and save Starlight Glimmer

Published 2019-07-25 07:00:01 UTC
Last updated 2019-11-02 22:49:32 UTC

The Change

Starlight Glimmer was getting ready for bed when Twilight Sparkle walked in.

“Hey.” said Starlight.

“How are you doing?” Twilight asked.

“Oh not much. Just getting ready for bed.” Starlight said, and she laughed nervously.

“Oh?” Twilight replied. There was a silence for a few moments. “And?” She prodded.

“Nothing, really.” Starlight replied. Twilight waited a few moments. “Nothing, except I still can’t believe what I did to you and your friends, to all those ponies when I took away their cutie marks, and mostly... Myself.” Starlight yelled, Breaking the silence. Twilight had been suspecting this. So she motioned to a couch for them to sit down. When they had sat down, twilight summoned a glass of water and gave it to Starlight.

“Thanks” said Starlight. She took a couple of breaths and started speaking.

“Even though you have forgiven me for what I have done, I still feel guilty. I just can’t seem to let it all go. I know that I am reformed and all, but I did such terrible things. " Starlight said really fast.

“Look, I know it can be hard. But, you need to keep trying. How do you think princess Luna felt after she returned from being Nightmare Moon? She was feeling more guilty than you are now, I can assure you. She created the Tantabus to punish herself. The Tantabus was a dream demon that fed off of Princess Luna’s guilt. When she finally realized that she was a different pony, that she had changed, she forgave herself. Long story short, after she forgave herself, the Tantabus ceased to exist again.” Twilight assured Starlight.

“But, even if I do Forgive myself, my past still hurts. I couldn’t help Chrysalis, the feelings I had when I did such terrible things, and....” Starlight paused. “Sunburst” she whispered.

Twilight told Starlight, “Look, I know the past can leave a scar, But it is the hardships of our past that make us strong. If we didn’t have the trials we do, or mistakes that we can learn from, where would we be? A pony that never made mistakes, never made anything. You have overcome your trials, now you just need to learn from the past, and let it go. I think you proved yourself a different pony when you saved the empire, and help reform all the changelings (excluding Chrysalis.).
You are stronger than you believe, and stronger than you seem, and smarter than you think. You are a different pony and a great friend.”

Starlight sniffed with tears on her eyes “Really?” She asked.

“Yep.” Twilight said

“Thanks Twilight.” Starlight said.

“No problem. Remember, I am always Here to talk.” Twilight assured, and she left Starlight to her own thoughts.

There she was.

She was about to pull the book from the tower.

But, all of a sudden, the books began to fall!

Suddenly, there was a bright glow, and the books began to circle a clouded figure.

Then, the books were shot back onto the shelves.

There standing in the mist was a orange unicorn with white socks and a white blaze on his face, wearing spectacles.

He was standing there, but something about him was different from the original she knew. There was a cutie mark!

Her friend looked at it, and gave a jump for joy, and ran out the door.

The other ponies saw, and carried him away cheering.

She witnessed this, and never saw him again.

She learned a valuable lesson that day: That cutie marks were evil.

She ran away, never to be heard of again.

Starlight gasped. The dream, it felt as if she was there again. She sighed. This happened every night. Oh, she felt so alone.
But, she was tired, and exhaustion to hold, and she fell back asleep.

She was there with a staff.

She activated it, and it disassembled something.

A wall opened, and closed, holding what was taken.

A evil grin spread on her face, its origins unknown.

6 down, the rest of Equestria to go.

Now there was a clock.

Being rewound, time and time again.

The spell was repeated, intended to go for all eternity for a goal set in mind.

But, a pest kept ruining the final destination.

In the end, despair and hope lost. And a meaningless rainbow.

Starlight opened her eyes. She was feeling awful. This happened every night. She would relive her past, always feeling more guilty than before each time. If that was even possible. She went to sleep once again. But something different happened that night.

There was a different figure. It looked like the night sky in the form of a tall unicorn.

“What are you?” Starlight yelled in panic. The figure just stood there.

Then, all the guilt that Starlight had been feeling seemed to just disappear with the figure just standing there.

Then Starlight closed her eyes and waited for something to happen.

The realization of why she was even feeling this way was because of him.

She remembered that she didn’t want anypony feeling the heartbreak she had felt.

No pony was better than another. They had a right to be all equal.

And random as it may seem, Starlight now understood why Luna had turned against her sister.

She was not her equal, and that drove her over the edge.

That is what the problem was still today. All at one, Starlight realized she had to be the one to set things right again.

She had to help these poor ponies, And that was exactly what she was going to do.

She was going to fall to fate, fulfill her destiny, And release all ponykind out of misery.

Starlight turned to the mysterious figure and “Thanks for helping me back on the right track. I now know what I need to do. But, do you think you could help me?”

The figure started to glow, and with a sudden bright flash, all was dark.

Starlight woke up with a startle wondering what she had just seen. Then she had the overwhelming compulsion to look in the mirror. When she did, she was in for a big surprise.

She was now very tall and midnight black. She had dark blue and purple dragon eyes, with a black star mane and tail that had a purple and light blue streak in it. But her cutie mark was the real eye catcher. It was a purple diamond star with a white X behind it, with a great big blue equal sign in the middle.

Starlight was shocked. What could have caused this? And Why? Why did all of a sudden did she look like some freak show with a different cutie mark? Then she remembered. The dream. At 1st, Starlight was hesitant, but then remembered why she was doing this for. “If I was not meant to do this, Then why do I not feel Guilty. Ever since that Twilight Sparkle and her friends have taken me in, I felt so low. It was as if my emotion, pain, and grief from Sunburst was all of a sudden teleported into me. But now, now, I... I feel so free. Like this is what I am suppose to do. There is nothing to be hesitant about,” Starlight said to herself. Even she was a little surprised with her boldness. But, nevertheless, she had to start her way to Canterlot to take over Equestria, and make things right.

Celestia and Luna were sitting on their thrones having tea and just talking when the doors suddenly came crashing down.

“What in Equestria was that?” Celestia asked while searching for the source

“It was I” Nightmare Equality said. “I have come here to make Equestria right again.” Nightmare Equality then proceeded to put Celestia and Luna in magic-free bubbles as she made it a point to explain her glorious plan and destiny. “I have come here looking to make all Equestria equal. No pony is better than another. I’m sure Luna knows what I’m talking about, don’t you?”

“I knowest not what thou meanest.” Luna replied

“Ah, well,if I remember correctly, your sister thinks she is better than you after all. I mean, with her sun and the ponies who like it. Even though now she gives some attention, it is only a fraction. You realized this when you turned into Nightmare Moon, like I, who as turned into Nightmare Equality. After all though, you lost your drive when the Magic of Friendship was introduced. I am so powerful, not even the Elements of Harmony can stop me."

"you monster!" Celestia cried

"I am no monster Celestia. if anyone is, it's you. You inflict this pain on everypony, even your own sister. I will make all those who suffered happy, and the guilty will pay. Luna, your pain is over. You will be very happy now, as I, Nightmare Equality, you, and others set things right. I am no better than anypony else, and I will work together with others as their equal. A new era begins.

Author's Note

"You are stronger than you believe, and stronger than you seem, and smarter than you think." this is a quote from the movie "Winnie the Pooh: The Search For Christopher Robin"

this story line happens shortly after the season 6 finale, and before season 7. In this universe though, starlight never reunited with Sunburst. She alone saved the crystal empire with her shear magical talent.

A new Era

Twilight was sitting in her castle when all of a sudden the cutie map had all the Mane 6's cutie Marks around the Canterlot castle. Twilight was puzzled, but she waited, and not soon after, the rest of the Mane 6 came running in.

"Twilight, what's going on?" Rainbow dash asked.

"It seems we have another friendship problem, but it's at the Canterlot castle. I don't know why it would call all 6 of us, unless this is really important." Twilight said.

"Oh, oh. Pick me, pick me!" Pinkie said really fast and excited. When everypony was listening and they stared at her, she continued. "The past 2 times we all called on the map at once, it was to track down a big bad villain. So I think that we should take the Elements of Harmony, you know? Be safe?"

"Uh, Pinkie, are you sure?" Twilight questioned?

"Actually, darling, Pinkie does have a point. It does seem to do that." Rarity chimed in.

"Well, then Ah reckon we better get a moving. Who knows what we'll be up against." Applejack encouraged.

"Yay!" a small voice said, that everyone knew as Fluttershy.

"Well, as the Princess of Friendship, It is up to me and my friends to spread friendship all across Equestria. Let's go. Don't worry, I have the Elements of Harmony, just in case." Twilight assured.

And with that, they gathered around Twilight so she could teleport them to the Canterlot castle.

During all this, Nightmare Equality was trying to talk with Luna.

"Thou monster! What will thou doest with my sister? IF thou dare comest near her, OR even think of to harmest that which I love, you will pay for your treason and crimes." Luna said harshly.

Equality sighed, and said quite sadly "Luna, I wouldn't even think of hurting Celestia. If you're wondering what I plan to do with her. I will admit, at 1st I was planning on punishing the guilty. But then, I remembered that reformation is a thing, and the guilty, given time, might come around to seeing things as they should be. Therefore, ensuring that they have every opportunity to join everypony else in this new era of peace and, equality."

'And what about those who will never see like you do? Will thou lockest them away is some dark dungeon, never to see the daylight again?" Luna questioned with much loathing in her voice.

"Of course not. Those that don't will be just confined in small areas of others like them, or they can leave Equestria if they want to" Nightmare Equality said with relative calmness in her voice. And with that, the doors suddenly burst open.

"Calvary's here!" Pinkie shouted with a smile. But, that smile quickly faded when she and the others, saw the sight standing before them. Pinkie looked confused, while Applejack and Rainbow Dash were stunned. Fluttershy hid behind Pinkie, while still staring at the monster in front of her, AJ, in one leg, unknowingly caught Rarity as she fainted. Only Twilight recognized who this monstrous pony was.

"Starlight! W-what happened to you?!" Twilight cried.

"Starlight?" Nightmare Equality asked in confusion. "There is a mistake. Well, maybe it is just because you know me as I use to be. Yes, I use to be her, but now, I am.... Nightmare Equality! My mission is to make all ponies equal. After all, no pony is better than another. All those wronged will be very happy. Inequality can cause major problems. If you don't believe me, just ask Luna. Wasn't it inequality that turned her into Nightmare Moon, all thanks to her sister."

The Mane 6 turned to Luna too see if this was true. No pony, not the Mane 6, not Celestia, and probably, no, especially Luna, was not ready for what happened next. Before Luna even knew what she was doing, she nodded in agreement on her own free will. Then the magic bubble surrounding her popped. Luna looked around in confusion on just why she had been let go.

"Ah, Luna. I see you have been set free. Do you know what it means?"

"I'm afraid to ask" Luna said.

"Well, I'll explain later."

While she was distracted, the Mane 6 pulled out the Elements of Harmony. But, just as they were powering up, Fluttershy was having 2nd thoughts. She was thinking about what use-to-be-Starlight had said. In the meanwhile, the Elements were just going to fire, but, Fluttershy's doubt ruined everything. The Elements knocked their handlers back, all except Fluttershy. Celestia, as well as very pony else, was shocked at what has just happened. The Elements had never failed before. It seemed apparent to every pony at once that realization had immediately struck Fluttershy like a brick wall. Every pony turned to her for an explanation.

"There, there." A semi-comforting voice had said. Fluttershy turned and looked curiously at Equality. There was no fear, shock, or confusion. Just wonder, amazement, and a very curious look. "Do you have something you want to tell the others?" Nightmare asked Fluttershy

"Uh, well." Fluttershy took a big breath, and continued. "I-I think that she is right. I know it doesn't sound like much to every pony else, but, a pony from my background might understand... more."

Every pony just stared at her in shock. Fluttershy looked at them, then blushed, and hid behind her mane. Nightmare was smiling. Even Pinkie could tell it was genuine.

"Well everypony, I think this just goes to show what happens. Some really do see things as they should be, and are willing to surrender to true happiness. I'm very happy to say, that every pony is my equal. Now, somepony else might say that if I kept equal, how come I have a different cutie mark? Well, That is the different part to this plan vs. my old idea. I now know that everypony has unique gifts used to help in the world. That is why, we can keep our cutie mark, but there will be different change. The government will only be for justice, not as high status or a title. No longer will there be social rankings. Everypony will be equal. And these are only a few sneak peaks of the future to come. Now, there are some problems, that are to be fixed right now. Celestia, you are free to stay an alicorn, but you do resist. All that will happen is you now don't have any magic. It will be evenly dispersed among Equestria. When the time should come, you will receive an equal portion. And while I would love to keep talking, my voice is becoming a little tired. You can all stay here in the castle. Twilight, though, your magic has been done away with until the morrow. Celestia, you are now free for the night. Now, off to bed everypony, although Fluttershy and Luna, I would like to talk to you before you go to bed. Thanks." Starlight finally finished talking.

Later, when Fluttershy and Luna met up with Nightmare Equality, they all went to a private room to talk. ONce they had sat down with some snacks, they began planning.

"So, what ist the 1st course of action to convert our subjects" Luna said "Sorry, our friends." Luna corrected herself.

"Ah, excellent question. Luna, even though you have seen the light, Equestria itself doesn't even know of the change. I take you still know how to do the Royal Canterlot Voice. Tonight, you can visit all the pony's that will help or could, in their dreams to spread the word. And tomorrow, you can address every pony in person. Tomorrow, we take action. As for you Fluttershy, can you try to convert your animal friends, the rest of the Mane 6, Twilight especially, and Discord if possible."

Fluttershy and Luna nodded, and went off to bed. Nightmare Equality went to bed to, and started acting like a giddy school filly.

"I can't believe it! I've got a former Equestrian princess and a bearer of an Element of Harmony on my side! Not to mention, now i can't be arrested or the Elements of Harmony against me!" She squealed in delight.

She then proceeded to go look in the mirror, where her reflection didn't look convinced. You really think just the Princesses and the bearers of Harmony are enough?

"What's to worry about? We do have the Princesses, Elements of Harmony. And we are working in the dream realm, the Equestrian population, animals, even Discord. And Discord can't go against us, because Fluttershy is there, and on our side of her own free will. If that isn't enough, I am going to target the crushes or love interest and or friends of the Mane 6. And that's beside the Crystal Empire. So, whats eating you up now?" Equality smirked to her reflection.

"Well, with pony kind.... it sounds okay, but what about all the other creatures of Equestria? They could be a problem is not brought to the light." Her reflection argued.

"Hmm" Equality thought. "You do make a point there. But, I am incredibly busy with just the ponies. How about, after the ponies are under control, we go to the other inhabitants? Because isn't pony kind our 1st priority?''

Her reflection sighed and said I guess I can live with that"

"Good." Equality smirked yet again, and went to bed.

There she was, as she use to be, with all her friends.

Everypony, was at a big event having fun as equals.

Then, while she was, a clouded figure was approaching.

As the mist cleared, a orange unicorn who she knew instantly, stopped in front of her and smiled.

"I'm so proud of what you've done. What you've done has bettered all of pony kind, all of Equestria.... and myself. Thank you so much for bringing equality to Equestria. I'm so sorry to have walked out on you, can you ever Forgive me?"

S-s-Sunburst?!! Do you really mean this, do you really want me to forgive.... do you really want to be my friend?" She said with tears in her eyes, not really believing what she was seeing.

Of course! You will always be my friend, and nothing will ever drive us apart again. He said, still smiling.

She had tears in her eyes with a big smile on her face.

She ran into his embrace, and just let all her pain go.

Equality woke up with a startle, and still a little unsure of what happened, looked around. She remembered her dream, and was really confused for a second. Then reality struck her instantly! Although, she still wondered if it was a dream. It had felt so real. She got up to look in the mirror just to check. She was right... It had all been, just a dream.

Author's Note

in the picture, just imagine twilight as sunburst

It was Just a Dream

The next day came fast. It was hard to explain. Nightmare Equality didn’t seem herself. That dream had really shook her up. As she went in front of the mirror to get ready her reflection said sarcastically, “Have pleasant dreams?”

Equality replied in a very sad voice, “I did have the most wonderful dream, but yet, at the same time, it was a nightmare beyond comprehension.”

“Ah yes. I am familiar with those types, you love what you see, but it just hurts. Isn’t that the reason you are where you stand now? The reason you seek equality for all? The reason you did all those things you did? Yes, I know this feeling. Guilt. That is why I am here. For you to become the best you you can be. You have already eased a great burden, and these friendly little chats just do more so.”

“I suppose you are correct.” Equality said hesitantly. And with that she went to go talk with the other ponies.

Later that evening, everything had begun to fall into place. Luna had given her speech. Fluttershy had managed to convince Rarity, Applejack, and very nicely, Discord. Equestria itself was in many places, Some were in rebellion, other joined eagerly, and others just needed to think. The day had been very eventful.

Equality went up to her room and went to go talk with her reflection.

“We have begun, and the next week will have everything taken care of, then we move to the other creatures.” She said triumphantly.

“It does seem like a good start, but what about the rebellions? They need to be dealt with.”

“And on the morrow they will. If there is one thing I have learned tonight is that At this point in time, I need to take charge. You are free to voice your opinion, give advice and concern, and guide. But, I am in charge until further notice. Okay?”

“You have learned. Very well then, we’ll talk in the morning.”

In the meanwhile, all the way in the outskirts of the Everfree Forrest, there was a wagon. Inside lived a blue unicorn by the name of Trixie. She had heard that day of what was to be. At this point, she was traveling to the outskirts to find others who could help. In her mind, this was not to rebel, but to help Starlight. She went on search to find those who had once been close.

1st stop was in Ponyville to find Maud Pie.

As she entered Ponyville, she ran right into Maud. At this point in time, Maud was the most emotional Trixie had ever seen her. Don’t get this wrong, she still was void, just less so. She actually sounded concerned and might even had a tear or two.

“Maud, we need to get together all of us who use to be close to Starlight so we can help her. Trixie thought of you 1st, but now she doesn’t know who else to recruit.”

“How about that queen she help defeat and her changeling friend? From what we know, she won’t stop at ponies. Also, I believe that she has an old friend which might be the cause of all this.” Maud had replied rather engaging, like she really wanted to help.

Trixie was now thinking. Of course! Thorax would be sure to help, as for Chrysalis? Maybe if her throne was on the line. And why hadn’t she thought of Sunburst? He might be the key to stopping all this.

So their next stop was the Crystal Empire.

Back in Canterlot, Nightmare Equality was still trying to convert the rest of the Mane 6. Fluttershy had done her part so far with good results, Rarity was trying to convince Twilight. Spike was getting really mad and dangerous. Despite that not even Rarity could get him to calm down, Applejack seemed to be having better luck. No one knew why, but she seemed to be able to calm him down best. Now, Twilight was straining, but wouldn't do it. Pinkie had gone all Pinkamina and wouldn't even budge. And Rainbow Dash was trying to bust her way out. It was getting so bad, that they had to put her in a bubble just so she wouldn't hurt herself or others.

She was there, on her own standing in a vast number.

So many eyes!

then, a blast, and total chaos!

Suddenly.... everything goes quiet.

A faint glow appears, and soon it begins to grow brighter. Then the light dims and the feeling of redemption, realization, and peace fill the ever-changing space.

Equality woke up. She had another dream. she was reliving her past. she needed to do something, and she would in the morning. But tiredness crept over her, and soon she was asleep again. The changelings reformation had been really tricky, and she probably should start on reaching out to the other species. She rolled over and went back to sleep.

"You have come so far" a far away distant voice said.

"You have done so much, but your past.

It still hurts.

You realize that you have only let me in.

To really help yourself you need to let me be more that your guide.

Let me be your equal.

Once off the train for the Crystal Empire, Trixie and Maud went to go find Sunburst. They expected him to already know. I mean, who doesn't know about a villain taking over Equestria? As they started to head towards his house, they saw him running at them.

"I am so glad you are here! I've been trying to think of a way to help, and I thought, what about all of us who used to be friends to go and try to help? How are you guys doing?''

"Wow, Trixie knew that you would know. And now that we are all here, we were thinking maybe thorax or even Queen Chrysalis could help. Because from what we have to by, Nightmare Equality won't stop at just ponies."

"Queen Chrysalis?! Uh, are we sure about this? I mean, doesn't she not like ponies, especially who use to be Starlight? How are we even going to begin to even talk to her about any of this?" Sunburst asked with a panic.

"Actually, I'm pretty sure that when she finds out about loosing her kingdom, or her going to have to be equal to every pony else, including use-to-be-Starlight, she'll tip." Maud replied not in her usual drab, emotionless, almost forced, voice; but in a actually worried and convincing way."

"Agreed." And The Great and Powerful Trixie nodded in total agreement.

"Well, I guess we better get a move on then if we are to get their help" Sunburst replied.

And with that, Trixie used a spell that Sunburst showed her to get to the Changeling Kingdom. Once there, they requested to see Chrysalis and Thorax. When they did, drama followed. After an hour of raised voices, total chaos, a couple of laser beams, and one enormous breakdown from Maud, things got to where they could actually discuss. After done explaining what was going on, their intentions, and the reasons why.

Thorax was for sure on board, and Chrysalis reluctantly agreed to, and it wasn't for her subjects, for fear of loosing status, or even to defeat the pony who had ruined her life. It was to prove to herself, and maybe even Equestria, that she had changed just as her subjects, and she could be a good ruler. Even despite the conditions she had been put under at this point in time.

And with them all in for it, they began to make a quick plan. A plan that might fail or succeed; a plan that would push each of them to their limits; a plan that would require creativity and teamwork; a plan that would come with a surprising twist.

A twist that no one would expect; but that would put the fate of Equestria, everyone, and everything else with chance; unknown dependence on... just one pony.

Author's Note

a little something to mention. When the changelings reformed, they didn't change color, just had a change of heart. And Chrysalis still rules them reluctantly and still with a cruel heart.

Spike is now about the size of discord. he still has wings, but has developed sort of a nasty temper when he gets mad.

starswirl hasn't come back to equestria yet. the season 7 finale happens way down in time in this universe. after nightmare equality

Just one pony

It seemed, no matter where you were, what you did, or even who you are; time just seemed to have flown by. Nightmare Equality had started to reach out to the other nations. The hippogriffs took it relatively well. Many of them were converted. So, big success there. The griffins, yaks, kirin, and dragons were not joining anytime soon. The changelings might've have if Trixie, Maud, and Sunburst had not gotten there first. Still, some were wavering. The Crystal Empire had taken a big blow. The subjects were more than happy to join, But Cadence and Shining Armor were more hesitant.

The Main 6 were varying. Twilight looked as if she was going to crack, and needed to go to the asylum or something. Pinkie was trying to starve herself, so she was put under extreme care, Rainbow Dash was slowly breaking under careful and gentle nudges from Fluttershy. Spike was in a bubble to prevent his fire and rampage. His only source of comfort came from Applejack wasn't even worrying about the equality creed anymore. She at this point, was just trying to keep him calm, and reassure him. But despite not even trying, Spike also seemed to be slowly coming closer to accepting the new world of Equality.

Many were, like Spike, starting to accept the new world. Didn't meant that they supported it, but just were not putting the energy to fight it anymore. The yaks and kirin were the biggest example of this. They would make ultimate peace with the ponies, treating them like they would any of there kind. So, long story short, the yaks and kirin were still separate nations, but were still in harmony, balance, and equality with the ponies. There were also those who were like Twilight, Pinkie, and Rainbow Dash.

Some seemed to be going crazy. This was only a few. They seemed to be cracking, but still had a subconscious piece of fight left in them. So, it was like they were in a war within themselves. There were also the ones who were slowly starting to come around thanks to friends and family's gentle persuasions. There were those who were surely to the end, even if it was their end. They were either the ones in rebellion, total denial, or had taken a course much like Pinkie. And then there were the ones who just wouldn't have it. They either went to the camps for others like them, left Equestria, or went to go join the dragons and griffins who would also not budge.

Trixie, Maud, Sunburst, Thorax, and Chrysalis had there plan in set and were traveling to Canterlot. Their plan was to go to Nightmare Equality, and hope that their presence would help to start jogging here memory of when she was Starlight. They would each tell her how she had effected their lives. Trixie and Sunburst even had a spell ready to flood Nightmare Equality's mind with all her happy memories to remind her who she was if it came down to it. But they had to move fast. Nightmare Equality was affecting more and more of the world and its inhabitants.

Meanwhile, Nightmare Equality herself was in multiple states of mind. She was rejoicing at her success so far. She was worried for those who were behaving like Pinkamina and for those who might never join. She was sorrowed also for those who had rejected her. She was hesitant about her next course of action, including about having that voice in the back of her head have power, well more power than it did. She knew that voice was the same one she talked to everyday and night in her mirror. Anyway, she wasn't giving in yet. She slept that night having the worrisome feeling that tonight was going to reveal a lot, as now she was in war with her self as well.

Don't you remember why you let me in?

Have you forgotten already?

"Leave me alone!" another voice cried.

The other voice just chuckled.

You know I am right. You let me in to help you. But I can't if you deny me like others deny you.

"Stop it! You only seek to bring me down. You lie. I should never have let you in! You Monster!"

Oh a monster am I? I am only what you made me! You Say I lie? How can that be. I only speak the truth. Lies is it when I say that your own friend denied you. Just brushed you off. Lies when I remind you what you did to other ponies? Lies when you tried to destroy the Universe? Or lies when I see you now? You are still that weak little pony I found over a month ago. You say you want Equality when you seek to push me out!

Stop it! Stop it!

Stop telling you the truth, Stop trying to help, Stop telling you what you are... Stary? You have made the mistake of letting me in and not letting me help you. So, I will take charge and you will never have imagined what I will do!

What even are you?!

I... I am the Tantabus!!

Trixie, Sunburst, Maud, and the 2 changelings were running to the Canterlot castle. Word had just gotten out that Cadence and Shining Armor had finally Joined the Equality creed and had finally convinced Twilight and Celestia to join as well. Rainbow dash and Spike had also given in. Pinkie, it was also unknown if she was finally starting to accept her new life, or would die a pony of Equestria of old.

Equestria it seemed would never recover to that which it once was. Was it really for the better? Well no matter, because everything was changing rapidly. The Tantabus was ever creeping closer into taking over Starlight for good. Trixie, Maud, Sunburst, Thorax and Chrysalis were feeling it. Like a part of their soul/subconscious was feeling everything Starlight did, their heartbeat matching hers, their minds thinking like her about what a mess this was. Because at this point, Nightmare Equality didn't even exist. She only existed when Starlight and the Tantabus were one. Like a production of them being in harmony. But when one or the other was fighting against, it was then Starlight vs. the Tantabus.

And Starlight was fighting. We really don't know if it was for herself, to fix another problem she had caused, or just to help save her friends. The Tantabus was wining. Slowly, but surely, as the sun will rise eventually. The 5 friends were feeling Starlight's despair. They now knew it was not about helping her to remember, but instead to help her gain the strength to win. But they knew they had to act fast, because they were running out of time. As the 5 friends which included: Trixie, Maud, Sunburst, and the 2 changelings; got of the train in Canterlot, as they had just arrived.

Now, as they raced into the castle, they joined the Mane 6, The Princesses, Spike, and Discord. But as they all reached the throne room, they gasped! For there before them was not Starlight, not Nightmare Equality; but instead a very tall unicorn made up of what appeared to be the night sky, with white light shining where the eyes and mouth would be. It spoke in a voice that can't be explained. The closest explanation or description is that it sounded like a mix between Luna, Discord, Sombra, and maybe Rarity. So it sounded female, but deeper, so much like Luna if you wish to have a close example.

"You fools!"

it boomed.

"Did you really think that you could defeat me, The Tantabus? When Luna defeated me, she only took a very large portion of me. I admit that is why I had not dared to return, until recently.

I needed to take a different approach. I have been hiding in the dream realm, and from there was able to visit the dreams of every pony, or creature in all of Equestria. Now, for me to rise again more powerful than ever, A few things were needed.

First, a absolute necessity is guilt. Now, I could have done any pony, as there is plentiful guilt. But, I wasn't about to use just any pony, but a very powerful one. I would have preferred an alicorn, but none of them were feeling guilty. So my next best choice was a very powerful unicorn that could be or even best an alicorn.

And I found the perfect one. The one who had accomplished so much. She was talented, had already affected Equestria so much, bested an alicorn, and had so much guilt.

The Tantabus sighed.

"Now, if you can recall. Last time, I could only break into the real world, I had to escape the dream realm this time as well.

I had found a way to semi-share a pony that could lead me to greatness! That pony was Starlight Glimmer. I gained her confidence and trust by instead of feeding of her guilt, I sapped and stored it away. She accepted me. I now had access to the real world through her. Even though at that point in time, she was perfectly capable to rid me of herself if she so wished, if she had risen.

For when we combined, we created an illusion of Nightmare Equality. At first, It was just Starlight taking guidance from me. Next, it was us together. Both of us there. She still herself, but I becoming more real everyday. Third, was when I had almost taken complete control, the more she gave me. And finally, I had became so real that, well, you see the results.

The Tantabus now summoned a glass of water, took a couple sips and continued. No pony else had stirred, as they were now listening, and maybe could figure out a way to save Starlight.

"Uh, pardon me here, but Trixie wonders how you did this? I mean, last time, couldn't you only work in the dream realm, and if you did escape, you didn't need to possess a pony to manifest yourself. Correct?" Trixie asked, trying to get more info.

"Ah yes, how did do it? Great magic had to be involved, but also quite a bit of cleverness too. So, I had discovered that if I gained a pony's trust, or in someway become a part of them, I could escape. Now, the way I have learned to do it is to become part of the mind. I affect the pony while they are asleep. If all goes well, if the accept me on their own free will and with good reason, when they wake, they will take me into their waking mind.

From there, I can only gain power if they grant it to me. The more they do, the more authority I weld. Until there comes a time that given to much power, or the subject is weak of mind, even if they can't fight me off; I can take over completely, as I have done here.

The Tantabus now laughed, ans Sunburst cried "You mean that there is no way to save Starlight?!"

"Well, well. What do we have here? Ah, I see. It is you, the whole reason Equestria and beyond are doomed.

"What?" cried every pony

Oh, didn't you know? He is the reason behind all this. You see, Starlight was feeling guilty for everything she had done. And that pain included losing you. If you hadn't run out on her, or done anything to prevent her from doing the Equality 1.0, I never could've gained power, as she wouldn't even have a reason to let me in. But, you did run out on her, and therefore, doomed all of Equestria.

"Don't listen to her." Maud spoke up, "She only can gain power if you let her insults weaken you. As I am guessing she did with Starlight, just before she took her over. Didn't you? You Tormented Starlight before you took her over!"

"Yes I did. But anyway. The facts are, I have Taken over Starlight, as I need her magical ability plus my own to make me the most powerful. I have weakened all of Equestria with all the equality jazz. I am here now, about to remove you from my way. You can't use the elements or the Magic of Friendship because you are actually not fit to weld its power, and other things.

And I might be able to transfer any last messages to Starlight, as she is just barely conscious and she has heard this conversation to the fullest. Yes, I can transfer the last words of you, before I deal with you, and I will keep her alive just for her to witness you total defeat before I, well, actually.

I think I will keep her in existence just to let her see the outcome of her choices. And only after she has seen all the Pain She has allowed, she will kill herself, or continue to exist in me if she so desires. I guess I will leave that to her.

Every pony gasped, and looked mortified.

You better hurry, Maybe you can say something to her that might make her last moments less, well try and numb the pain. I think she would really like to hear from you Sunburst before she dies. You know, hear all your excuses on why you left and why your here.

Every pony was now thinking. As it seemed that Starlight would never again be in any of their lives, they wished her to know how they truly felt.

And what they said would reach Starlight. But, something was going to happen, as she heard the words of one.

Author's Note

only one more chapter everybody.

The Words of one

As every pony was thinking of what to say to Starlight, they began to speak one by one. Twilight went first.

"Starlight, I- I really don't know what to say. I thought I had helped you, and you were fine. I thought that you really were getting along, and that you would've talked to me. And you did. I"m really sorry that I couldn't do more. You had so much potential, and had been through so much. I hope that you can fine it in your heart to forgive me some day. Good bye."

There was a great silence, until Fluttershy spoke up.

"Starlight, I just want to thank you for all you've done. I do believe that when you were doing the equality town, that it was a good idea, and that this was better. It was a way to bring Equestria into peace and harmony. Maybe it got a little off hoof, but that wasn't your fault. Thanks for being such a good friend. I think I speak for all of us when we say, that we will miss you very much." The others nodded.

"Sugar cube, take care ya hear?" AJ said while her eyes began to water.

"Stay awesome" Rainbow dash managed to choke out.

"I know h-how you f-f-feel. Please don't give up, your friends are right here. We'll always be here Starlight." Pinkie wailed.

"Darling, I-I.. stay fabulous." Rarity said has she wiped her eyes with a handkerchief.

"Starlight, I just want to say thank you for everything. I mean, my family and I, our whole kingdom wouldn't be here if you hadn't helped us.'' Cadence spoke up.

"Yes, you helped me and my sister when we quarreled. Thou shall always be remembered oh brave one.'' Luna said

''Starlight, you have been wonderful to known. I too would like to thank you for all your help. My sister and I, The Crystal Empire, and more." Celestia now spoke up.

Now the time had come for Starlight's closest friends to say their farewells. Trixie was first up.

"Trixie would like...'' she gave a little cough, and continued. ''I would like to say what a great friend you are Starlight. A pony never had a better friend. You helped all of us when we were going through something. I have a lot more to say, but, my tongue is kinda tied. You are a great and powerful pony Starlight, and nothing will ever change that.''

''Yes, you also were a good friend of mine. You really did find a way for us to have fun together, as not many ponies are able to. I will miss you. Boulder will miss you too. I think we can agree on a rock sculpture for us to remember." Maud spoke up.

Starlight, I want to help thank you for helping us to better the hive. you really have been a good friend." Thorax said.

Now all eyes were on Chrysalis. She was sort of caught off guard with all the attention she had been given. She hadn't been planning to say anything. ''Uh, well... I..'' Chrysalis sighed. ''Thanks for helping us.'' She grumbled. "For helping me realize what a true leader does. While I never and probably never will agree on everything with you, I guess I can say you have earned my respect." Chrysalis finished.

Other ponies were kinda surprises, as they had not expected this. But anyhow, they waited for the last 3 to finish saying their farewells.

''You were a very nice friend" Spike finally said.

''Starlight, you never ceased to amaze me. I will miss the fun you brought." Discord chimed in, and he set off a few fireworks and did the rock sculpture Maud had been talking about. He summoned a handkerchief and blew his nose.

Now Starlight had heard them all, and was silently crying to herself. I'm going to miss you guys too. She whispered.
She felt like this was the end, and that every pony else was already giving up on her. And she hated that. She closed her eyes, waiting for the worse, as she had forgotten that there was one last pony to say farewell. And little did she know, little did any pony know, that the last words said would bring among a change and all would be saved.

"Starlight, I am so sorry." Sunburst began. "I left you when we needed each other. You've accomplished so much, things I can only dream of. I am really going to miss you. I was a fool. But I guess it is a little late. I just want you to know that I am sorry things didn't work out, and that is my fault. You really are the better pony. I know this won't do any good, but I... I..."

Sunburst hesitated and was blushing heavily. "I Love you" he whispered, "You were always there for me, the filly with so much talent I was proud to call my friend. But, I ran out on you, and now we will never know what might have happened. All I can say is I miss you, and hope to see you soon, wherever we may meet again. Goodbye."

And with that he looked away, so that hopefully no pony would see him crying. But that was going to be the last thing on any pony's mind with in a few moments. Starlight had heard him, his apology. He.. he confessed love to her. The one pony she thought was gone forever, was sorry all along. She remembered the dream she had a while ago. The one with the party, where Sunburst apologized, and she ran into his embrace.

Now as she heard the Tantabus laugh. It seems that you have all said your farewells. And heartfelt they were. Especially yours little Sunburst. Love, it teased You really did hurt her. To bad your confession came to late. It is time for us to say farewell forever!

But, there was a blinding flash. Twilight fired a magic spell at it, but all of a sudden
later another voice seemed to be talking from the building itself.

"I am here, and I will never give in again. I am here, to wrong my mistakes. I am here to help my friends... and the one I have always loved as well."

Now, every pony except Trixie, Maud, Thorax, Chrysalis, and Sunburst, didn't know who was speaking, or what was going on. Now Trixie, Maud, Thorax, Chrysalis, and Sunburst, recognized it as the voice from Starlight, and her trying to get free.
And then they were channeling all there happiness, relief, and memories into helping Starlight escaped. The Tantabus was looking around with a very worried look. And with that, the starry unicorn began to glow and rise

No! NO! it cried It is not possible! This can't be possibly be happening... ARGH!

There was another blinding flash, and once the light had cleared, Starlight Glimmer was floating in the air with her magic.
Every pony was now cheering. Trixie, Maud, Thorax, and Sunburst; now ran forward and group hugged Starlight.

"Starlight! Your back!" Thorax cheered

"Yes, I see that" Maud replied in her normal monotone voice.

"Oh, Starlight, we didn't think that we would ever see you again!" Trixie said with much relief in her voice

Starlight now broke away to confront Chrysalis who hadn't joined in the hugging reunion. She stuck her hoof out "We cool?" Starlight asked

Chrysalis just stared her down before rolling her eyes and shaking her hoof. "Fine"

Starlight now walked over to Sunburst, and they just hugged. And after that "Starlight, I am just glad your safe,"

"Thank you for your support" Starlight replied and she turned and faced all her friends "Thanks all of you." But as she said this, something caught her eye, although no pony else had seemed to notice.

"At least the creature, that spirit, that demon or what ever. At least it's gone" Trixie sighed

"I'm not so sure" Starlight Glimmer said.

And with that she pointed at something. Every pony now was looking at it. An alicorn stood before them. It was a starry purple, with a blue violet or indigo night sky mane and tail, and it's eyes were a soft lavender. But they had no pupils. No cutie mark was present.

"Ugh. Where art I?" The strange creature asked with a very soft voice. nothing at all what the Tantabus sounded like. it kinda sounded like Snow Drop from Silly Studios.

"You are home" Starlight replied, approaching it. "Would you like to tell us more about yourself?

The creature now looked kinda surprised. "Well, I do remember not much." But then it paused and sighed "But I do remember what I dist. I can not believe you even talk to me after that" It replied, turning away.

Starlight actually chuckled. "What is it that you find amusing?" The use to be Tantabus asked surprisingly, having turned back around

"Well, for one thing" Starlight began, "For one thing, you remind me of myself when I almost destroyed Equestria, and
Twilight and her friends accepted me. So, yeah. Totally understand the weird part where you just got defeated one way or another, are trying to start over, and have no clue where to start. I totally get it."

"As does The Great and Powerful Trixie! I mean, I also got taken down a couple of notches. But, I have still recovered, and will be willing to be your friend too."

"As do I." a more powerful voice said. It was Chrysalis "I to know what it is like to be defeated, humiliated, and have my life turned upside down. But, If I can recover (Eventually) Then, any pony or creature can do it as well."

"Yeah, I mean, I wasn't even accepted before, but I personally know that we can all change. I accept you, and would be your friend.'' Thorax added.

"How can you just forgive that easily?!" The starry alicorn shouted. "This is what makes you very weak in the first place! And now you just all want to be thy friend? At least I keepeth my dignity. I do not know why, and you may say that you all wenst through something such as this, but you can not do this to I." And with that, it turned away with what you might call tears in the eyes.

The other ponies now just looked at each other. "Well, maybe you could tell us more about you, or what you want to do, want to be; so we can figure out what to do with you. You already have some friend offers, with mine cast in there. What would you like to do with yourself?" The easily recognizable monotone of Maud's voice replied.

Now the stranger now looked right at them, and started to speak. "I am Star Anew, you might call I, Luna's daughter. I always try to discover new things. You know, like research. I like to experiment. I am a fairly decent athlete, flier of course. I have great magic potential. I am very competitive, and like to take risk. I do have a certain daredevil streak within me. Night time is thy favorite time, as I can relax and look at the stars and moon bright."

"You kinda sound like a mix between Luna, Twilight, Rainbow Dash, and maybe Discord" Starlight observed. Discord perked his head and looked around at the mention of his name.

"I may be like unto them, but I am the daughter of the Tantabus you see. When it, or she, as I am not absolute certain. Anyway, when she possessed Starlight Glimmer, and made herself manifested; it was like they had gotten together, if you knowest what I mean. And when Starlight broke through, the process had been complete. I then came to be, and here am I. But you must realize also that Sunburst was that which help Starlight to breakest through, as well as Twilight fired a spell, so they helped I come to pass." Star Anew explained

"So you since you were a mix of the Tantabus, Starlight, Twilight, and Sunburst, you have a lot of their qualities?" Trixie asked, trying to sum things up.

"Actually, you must remember that the Tantabus came from Luna, so Star Anew, shares some of her traits as well" Sunburst hypothesized. "So, lets see. Luna is an alicorn of night, takes risk, is brave and tough, strong, and speaks uh traditionally. So, that accommodates to Star Anew's love of night, extreme flying capability, risk taking, as well as a bit of daredevil streak. Not to mention her way of talking that sounds a bit from the past.

Next, Starlight has incredible magical talent, so that got passed on. Twilight, as well as myself, like to read, discover, and experiment. So, that might be what got passed down from us. Also, Twilight is smart, an alicorn, and also processes great magical talent. As for the Tantabus itself, maybe it added to the physical appearance, as did Luna, Twilight, and maybe Starlight." Sunburst finally finished

"Alas, I do believe you have gotten your facts correct. I see nothing wrong with your thoughts. In the full light of things, they much explain." Star Anew comented

"As for you becoming thy friends, we will see. At this point, I can not a problem see." She continued.

"Well, there is the question of where you are going to stay." Thorax pointed out. "You could come and live with the hive"

"She could come and live in the palace"Celestia offered.

"OR... Maybe she could come and live in Ponyville at Sugarcube Corner!" Pinkie Pie asked, her hair poofying up as it's normal self.

"Or maybe she could come over to my place. We could be roomies" Discord interrupted.

"I believe, maybe a schedule could be made out" Twilight Sparkle said with a smile. The others now murmured among themselves, then nodded in agreement.

"I thinkest you have a point. Yes, a schedule needest be. I thinkest to start 2 weeks time at the yon Changeling kingdom. Proceeded by 2 more weeks time at the Royal Palace. 2 weeks after, we shall head to Ponyville be. Followed up with the 2 weeks to this Crystal Empire. 2 weeks to be spent with Discord fair." Star Anew said still smiling, and with a wink to Discord. Discord smiled at the attention. Fluttershy was kinda getting steamed up about this.

"Then perhaps 2 weeks a piece with any others who wish to do so. I thinkest that we shall all have fun." Star Anew finished

Every pony cheered. And with that, all was well.

Equestria would go on to having a era of peace like no other. Starlight Glimmer and Sunburst are now happily dating. There has been some conflict between Star Anew and Fluttershy, and Discord is loving all the attention. Trixie, Maud, Sunburst, Starlight, Thorax, Chrysalis, and Star Anew, are now a group of friends.

Star Anew is loving her life. Everything from studying with Twilight, racing with Rainbow Dash, fighting over Discord with Fluttershy, doing magic with Starlight, working the dream realm with Princess Luna, or having fun at the Changeling kingdom. Her and Chrysalis are like long lost sisters or something.

So, I think it is safe to say that this story has a happy ending. They later go on to save Star Swirl, build the School of Friendship; and defeat Cozy Glow, Sombra, and Triek.

All is well.

Author's Note

There will be a sequel. if you want details, or want to help, pm me anytime.