Sunset sat straight up with a gasp, sucking in air into lungs that felt like they were screaming from lack of oxygen. Her eyes burned, feeling gritty and dry, and she blinked rapidly to try and get whatever was in them out. This time, the tears that welled up were a purely physical response to discomfort, and she welcomed them with near tangible relief as they soothed her eyes. “Dragon farts,” she muttered. “I don't ever want to do that again. What…happened while I was out?”

—Dunno, but this is the storage room for the gym, so I’m guessing nothing good.—

The former unicorn was alone, in the dark, and her whole body ached in a way she recognized. She had felt like this after the formal. “Is this going to happen every time we deal with bad guys? If so, I should probably start investing in bruise balm and painkillers.”

—It might be a good idea. Also, I’m fairly certain we have splinters in our ass.—

Grunting, she forced herself upright. “Is that what that feeling is? Great. You think Sparky will be willing to help me get them out or am I going to have to get Rarity’s help with it?”

—Why Rarity?—

“Because she wont tease me. Or tell anyone details about my backside.”

Her other side was quiet for only a moment. —Fair point. Sparky’s still the first choice though. We like her hands there. Besides she’ll get adorably flustered by it; remember when we were putting on pants?—

Of course she did. It had been incredibly flattering to have Twilight looking at her that way, and the attention had made Sunset want to show off for her girlfriend—there was something about the way it made her feel that she savored, even as it frightened her at times. And the voice was right, Twilight was cute when she got all flustered. “…yeah…” Sunset took a minute to bend and stretch and check herself for any more injuries. “…do you think…she’ll ever look at us like that again? Or…have we lost that chance?”

Doubt filled the response. —I…don't know…but we have to get out of here first and find out what's going on.—

Steeling herself for walking into a warzone, Sunset shoved the doors open swiftly and stepped out from the storage area….

Into a gym empty of people, with a dozen decidedly non-human figures of smoke and shadow in front of her. They had been facing outwards, towards the various exits, but as one they twisted their forms in various unsettling ways to turn baleful red eyes on her. A low, hissing, chittering rose, making her very soul itch and eardrums ache, and that wasn't even starting on how much her magic didn't like these shadow wraiths. They were twisted and wrong, dark magic in its most basic and simple format, and as she stared at them, something tickled in the way their forms shifted under her gaze.

Instinct…or maybe something deeper than instinct, made her neck prickle and her nostrils flare. These things…she knew what they were. She knew their name…or at least…she knew what their Equestrian cousins were called.

Fearlings.

Spawns of terror and nightmare. Was her enemy some twisted remnant of the Deathringer with his Pale Bell?

—…I don't think so,— the voice murmured. —It’s as good a name for them as any, but they aren't Equestrian and they lack something important. Feel it?—

Her eyes narrowed, and she inspected the magic brushing hers painfully. Now that it had been pointed out…yes. They felt…hollow. Like some component was missing or substituted.

Still…she decided to label them Fearlings. It felt right despite the difference and more accurate than calling them ‘shadows.’

One of them hissed at her, making a threatening motion as it blocked her path several yards from her. The intent was clear—they had no intention of letting her pass, not without a fight.

—Do you mind following my lead?—

Did she? Sunset considered the question, turning it over in her mind, and let a small smirk play over her lips. What do I have to do?

Her magic leapt forward eagerly, filling her with both her own flame and the Harmonic energy that triggered a Pony-Up. In that moment, she knew without knowing, without words being exchanged or the concept explained, and her gaze focused on the foremost Fearling, the one that had threatened her.

“This is my school, my friends,” she said, the language spilling forth the same unsettling, hissing, shrieking tongue the Fearlings spoke, and she put every ounce of magical power and regal command she had learned in to her voice; it thrummed with magic and made the air spark. “You have invaded what is mine, have endangered those who are mine, and now your Master seeks to take my Twilight against her will. There are no more chances. Get out of my way.” The words were hers, and she formed them of conscious will, but how they were chosen and how she could speak the language the monsters before her used was a curiosity for a later time. Sunset let the words hang, and then began to walk forward just like she had in the hall earlier, with a purpose to her stride and a stubborn refusal to be deterred any longer.

When the leader reached for her, her magic lashed out, igniting it in crimson flames just like it had Sour Sweet on the stage. It burned up just as quickly, leaving a scorch mark on the floor and foul, sulfurous ash behind. The message enforced her words: no more chances.

It wasn't the only one of its kind to meet its end—more than half of them launched towards her, swelling into horrific shapes out of anypony’s worst nightmares, and all of them met a grisly fate as Sunset walked right through their ranks. Two of them swelled up and burst like boils or abscesses, several immolated like the first, some melted into toxic puddles that rapidly dried up, and at least one crumbled like sand. Only three survived—all three cowered before her, on what passed for elbows and knees, though they seemed to be fighting their own selves to remain still.

One hissed, and she realized she understood, even if it hurt her ears. “Great Missstressss…” it pleaded. “Musssst obey Masssster. Cannot…fight…”

Her eyes narrowed. “Then leave and never return,” she chittered back, enforcing it with her magic. “I banish you back to the darkness that spawned you, Child of Terror.”

The one that had spoken dipped its head. “We obey…Great Missstressss…” And then all three dissolved into the aether, their essence fleeing…somewhere that was not Canterlot High.

Sunset continued walking across the gym, one ear flicking as she used the other to seek out distant sounds. “You going to explain how that just happened?”

—It's part of the things that came with what we became, horn-head. It's one of those scars I was talking about. It just happens that some scars are useful for more than impressing pretty mares at a bar.—

Letting out a snort, the former unicorn snarked, “The only mare I want to impress isn't a mare at all.” And she didn't need scars for that—her haunches worked just fine on Sparky.

—Point.— her other side acknowledged. —You know she'd make a cute one though.—

“Sweet sunfire and brilliant moonlight, yes,” she admitted. “I would give every coin I own to see that just once for real.” The redhead shared a chuckle with the voice in her head, before she focused back on the topic at hand. “So it's a lingering side effect? Like the sensitivity and immunity to dark magic? And what ever happened to my night vision?”

—Yes. As well as a few other details that will have to be sorted out later. We became a demon, and some part of us will forever be touched by that. This is one of those ways.—

She frowned. “And…because you were where I shoved all of the demon stuff…you understand it and I don't yet?”

—Acceptance was step one. Integration may take a long time, horn-head—we’re a stubborn, independent thinking mare. Eventually…it’ll just be one whole Sunset Shimmer alone in here, but…that may take years.—

Sunset nodded, deciding she could live with that. She…still had a lot of work to do on herself—the time since her fall and the conversation with her other side had shown her just how messed up she still was and how much further she had to go to heal and fix herself. Maybe by the time she had made peace with all of her darkest, ugliest parts, she would be ready for them to fully be just hers. “That…is actually a bit of a relief, honestly.”

—We’re a complicated mare. It was never going to be quick or easy…but today was a big step.—

She chuckled and reached for the door only to pause. “Do you hear…”

Barking.

Again.

She opened the door as it got close, and Spike darted in, skidding to a halt in front of her. Poking her head into the hall, she found it empty—no Cadence anywhere, and Spike was off his leash. “Spike? Where’s Cady?”

He looked up at her, standing directly in front of her and blocking her from moving forward. As he met her eyes he sat slowly and barked a single time, eyes never leaving hers, and memory rose, unbidden.

They were sitting in the kitchen on a lazy Saturday morning, Sunset and Velvet, the former still nursing her second cup of strong coffee and trying to wake up the rest of the way. Twilight was upstairs, in the shower—the teens had plans to hit the art museum that afternoon. She had watched as Spike came trotting into the room, up to Velvet, and barked once while sitting at her feet. The older woman had paused in what she was saying to Sunset and looked down. “What do you need, Spike?”

The dog had cocked his head, then trotted towards the laundry room and back door. “Ah. Sunset, would you let him out? His chain should be right there on the hook outside the back door.”

After getting up and doing as asked, she chuckled on her return to her bitter ambrosia. “You know, I never understood that adage about pets resembling their owners until I started coming over here,” she admitted. “Spike has to be the smartest dog I have ever met, and Twilight is the most brilliant person I’ve ever seen.”

Velvet had smiled in response. “He’s a good match for Twilight,” her girlfriend’s mother responded.

“Yeah…I just didn't know you could find a dog smart enough to do some of the things he does. Like…last week, he brought her phone when we couldn't find it.” Sunset shook her head with another chuckle. “I have no idea how he knew we were looking for it!”

Looking at her oddly, Velvet hesitated a moment, then said, “Sweetheart, he did that because he’s a trained service dog.” The way she said it was careful and gentle, like she was breaking some news to her that she was unsure of how Sunset would handle.

Except the former unicorn was just confused. “A what?” Did humans have dogs trained as servants? That seemed…out there, even for humans.

Velvet gave her a long, scrutinizing look, then seemed to realize her confusion was genuine. “A service dog,” she explained, “is a dog who has gone through special training to learn how to help their owner under special circumstances, usually medical ones. Maybe you’ve heard of them as ‘seeing eye dogs’ for the blind?”

A faint tickle of memory from some class or another. “Yes…? But…no one here is blind?”

The woman nodded. “They aren't just for the blind. Some are trained for people with other medical issues. You know about Twilight’s panic attacks.”

She nodded. “Yeah. I can kind of pick up on them before they start, and I try to get her out of the situation if I can.” The connection clicked in her brain. “So he’s trained to help her panic attacks?”

Her girlfriend’s mother hummed. “Yes, essentially. When she has them, she can't manage talking, and Spike is trained to help her through them, or to get help if she needs it and can't call out for it herself. One of the things he is trained to do is fetch important things for her, like her glasses or her phone, if she drops them.” One hand gestured. “He has expanded his methods of alerting us to his own needs, but they are an extension of the training he underwent.”

Sunset watched the dog out the window. “Huh. That explains a lot,” she mused. “I had no idea you could train a dog to do all that.” Then she smiled at Velvet, which made the woman lose the sudden tension she’d acquired. “That’s really neat—he’s even smarter than I thought to be able to learn all that. Is there anything I should know about that? In case he tries to come to me for help?”

What had followed was a long talk Twilight had joined halfway through, and Sunset realized based on Twilight’s face when she walked into the middle of it, that it was a subject that was a bit sensitive for her dark haired best friend. Sunset had just been amazed—the whole thing was just an alien concept to her, using a dog for things like that. Her own kind just helped each other if a pony wound up blind or with some kind of problem. Usually it was a family matter, or in some cases a close friend or neighbor would take up the mantle of assisting the pony in question. However, she had come out of the talk with important knowledge, knowledge she took very seriously because it was about her Sparky.

Which meant she realized that Spike was going through the exact motions of alerting her that something was wrong with his human. “This is about Twilight, isn't it?” she asked the dog.

He stared up at her, and an image slammed into her mind’s eye: Twilight, from an extreme low angle, in the middle of a panic attack. It was there and gone in a heartbeat, and it left her momentarily disoriented. Forcibly shaking her head to clear it, the redhead nodded. “Yeah, she’s not doing good today, Spike. Do you know where she is? Can you take me to her? She’s in real danger, and I have to get to her.”

Spike growled, tugged her pants leg, before bolting for the doors that led outside rather than the hall. “Outside? Steaming centaur dung!” Sunset jogged after him. “Lead the way,” she told him as they left the building, “but stay close—I don't want you hurt either. Twilight wouldn't want that.”

Sneezing in a way she took to be a form of doggy sarcasm, Spike herded her across the grass, heading for the front of the school.

“The portal…is that what they're after?” she mused.

—Hard to say. It may simply be the best place for whatever they plan to do. The barriers are thin there and there's plenty of magi—

A tidal wave of dark energy slammed into her and nearly knocked her off her feet. Sunset swayed, swallowing hard to banish the nausea. “That…that can't be good.” She pushed her magic into her hands, spawning blood red fire, and broke into a run. Twilight. Twilight was in danger…she had to get to her. Where were the girls? They wouldn't just abandon her. Or Sunset. That meant they were in danger too—her heart was hammering and felt like it was in her throat as she raced towards the front of the school.

Shadows were spawning slithering shapes that were right from her terrible nightmares, and Fearlings formed by the dozen and were subsequently destroyed as Sunset and Spike barreled through their midst, Harmonic power and her own deep well of magic spreading red fire over tenebrous shapes. Many didn't even have time to form fully before she incinerated them.

Rounding the corner of the building, she slid to a stop, the heart that was already in pieces becoming little more than slivers and dust. The monsters of Crystal Prep were all bowing before an altar steeped in terrible dark magic—magic that was touched by blood and death and fear—her friends bound by shadows around a gruesome sigil…and in the center of it all, sitting up on the altar with a blackened, jewel encrusted dagger sticking out of her chest, was Twilight.

Except this wasn't Twilight.

Nothing about it was Twilight, other than the body.

It was her worst nightmare brought to life. Void clung in patches to her frame, a darkness that seemed to devour any light that touched her. It was like ink splashed erratically across her skin came to life, a cancer of nothingness that coated flesh and clothing, and formed into claws of darkness. Twin horns rose from her forehead, crystalized from the same nothingness that marred her body. Red eyes burned with hate where purple should dance with curiosity, and as Sunset watched with horror, talons curled around the hilt of the knife and jerked it free, dropping it to the ground. “Aaaaaah…at laaaast…”

That was definitely not Twilight’s voice. It was a deep bass rumble, growled and full of malice. Whatever was possessing Twilight was male and a source of dark magic and wrongness so deep that Sunset’s insides twisted and burned even from her spot at the building’s corner. Spike growled and bristled, and she made a shushing sound as she took stock of the situation, her mind analyzing and trying to develop a strategy to free her friends and save Twilight.

“I am free once more,” Not-Twilight proclaimed, rising to his feet. The darkness curled around Twilight’s form further, making her body tower over everyone by adding to her height through twisted, minotaur-like hooves of void and emptiness. A pair of bat-like wings stretched from her shoulders, adding to the immensity, and something akin to an obsidian crown wreathed in purple flames floated over her head like a halo. “Free to rule as issss My right!” Arms gestured wide. “Look upon the King of Demonssss and behold the glory of your God!”

“Man, fuck you,” Dash snarled. “You're a coward and a poser, and you need to let our friend go right now!”

His gaze snapped to her and he strode forward, grabbing Rainbow by the shirt front and pulling her free of the binding shadows to dangle her in front of him. “You would do well to watch your tongue,” he hissed. “I was King and God over the most prosperous kingdom in the world when your ancestors could barely figure out how to build a mud hut! You are a worm, incapable of truly grasping with your feeble minds the might and power of the Horned King of Darkness! The world has forgotten fear, but they will soon recall it, and they will bow before their Master once more! They will tremble at the mere mention of My name!”

Rainbow spit right in his eye, and he made a sound of rage and threw her, sending her tumbling across the grass. “Insolent guttersnipe!”

Coughing, Rainbow Dash flipped him the bird from the ground. “Already told Principal Bitch there—we’re not into your weird fetish. So maybe go fuck yourself?”

Sunset couldn't hold back as she saw the self proclaimed king give her friend a look of hatred that promised pain. She ran out there, shooting a line of crimson fire between Dash and the dark figure. “Dash! Are you okay?” she asked, kneeling to help her get to her feet. One of her wings was mangled and tattered, missing feathers and bleeding sluggishly from several cuts, and she had a bruise on her cheek that was already turning a nasty purple.

“Sunset?” The soccer player’s face lit up with a smile. “You're alright!”

“Yeah,” Sunset supported her as they got her upright again. “Sorry it took me so long. That was one doozy of a spell they hit me with.” Blue-green eyes turned to glare at the thing inhabiting Twilight’s body.

“You?!” her enemy snarled. “How are you even here? You should be bound and captured, banished from that body!” His gaze flicked to the one wearing Cinch’s clothing. “Did you fools fail at the one task you were given?”

Amber fingers found the twisted, mangled remnants of the silver manacle on her wrist and she tugged it free, the metal brittle and broken. Sunset held it up. “Oh, they did it right,” she responded. “But you miscalculated. This body is no host, and I am not a parasite like you—I am Sunset Shimmer, and I am not some weak shade to be bound by something as simple as the sound of my name, or bested by a cheap knock-off wannabe-Grogar.” The manacle fell as she turned her hand over, and it shattered into bits when it hit the ground.

“You are a pathetic succubus not fit to be in my presence!” he roared. “I am your King and your better, and you dared try to claim My prize for yourself! Now that you have lost, you should be on your knees begging for My mercy and for Me to spare your miserable existence!”

Squaring her shoulders, Sunset stared him down, her rage building. “I bow before no king, and Twilight Sparkle was never yours to take.” Her voice carried, and she gestured with one hand, willing her magical fire to spring up around the shadows binding Applejack, in a bid to free her friends. “I’m not sure what exactly you’ve done to be able to possess her like that, but I will free her and send you back to where you belong, along with all your hollow Fearlings and empty Nightmares, and any of your monstrous followers who refuse to surrender.”

He narrowed his eyes at her, and suddenly, his rage calmed, becoming cold, icy calculation. “It has been thousands of years since I faced one who would Challenge My crown.” He made a motion to his underlings, and they cleared a path between Sunset and the mystic circle. “It will make an amusing first victory for My return to power…” His eyes glittered. “Make your Challenge then, succubus.”

Sunset studied him, the shadows and shadow-crystals, the purple flames and smoke, and red edges to the horns on Twilight’s forehead. It reminded her…of a conversation with Princess Twilight, and she knew then who he was. Who he was the counterpart for. Fine. He wanted to handle this in some outdated fashion? Lucky for her she had studied ancient dueling etiquette for many cultures. “I, Magus Sunset Shimmer of Equestria, protege of the Goddess of the Dawn, She Who Commands the Celestial Spheres, Challenge you thrice, King Sombra, Horned Shadow and Ruler of Demons. I Challenge your crown, I Challenge your rule, and I Challenge your Claim to Twilight Sparkle. You are an honorless coward using children as fodder for your delusions, and I refuse to let you have this world.”

Crimson eyes stared at her. “…Ssssombra…sssso you know of the sssshadow-ssself. Ssshe must have told you hersssself…” Drawing himself up to immensity, towering over all of them, he extended his arms. “I, King Sombra, Horned King of Darkness and shadow, King of Demons and true master of this world, accept your Challenge thrice, Magus Sunset Shimmer. As Challenged, the terms are thus: My Power against yours, My army, against yours.” The smile that pulled at Twilight’s face was sadistic and cruel. “And when you lose, you shall serve Me and call Me Master. It will be useful should I decide to take your world as well. Celestia and I have a score to settle.” A snap of his fingers and her friends were flung at her feet free of shadows but battered and bruised.

“And when I win, you give me back Twilight, and leave her body, and get out of my school.”

Sombra laughed. “Should the impossible happen, and you win, you may have the shell. If you want her soul, you’ll have to fetch it yourself from its new prison in Hell.”

Sunset’s heart dropped to her shoes, taking her stomach along for the ride. What?

—Focus, horn-head. We’ll see about this first part, then talk about Sparky!—

“Those terms are acceptable, Sombra.” Her voice was steadier than she felt.

Shadowy talons began twisting in the air. “It shall be quite delicious to beat you with the power that I took from this girl you want to bed so badly,” he laughed.

What power? Twilight was human…she didn't have magic.

Did she?

Or had Sombra mistaken Sunset’s lingering magic on Twilight as belonging to the dark haired girl?

Sombra was grinning still, that malicious, toothy expression so wrong on her girlfriend’s face, and he brought his hands forward as though completing a spell…

And nothing happened.

“What is the meaning of thisssss?! ITHEADAIR!” The shadows around him came alive as he rounded on Cinch/Itheadair. “You have sabotaged the ritual! Cost Me the girl’s power! You cowardly, backstabbing, oathbreaking moor-spawn!”

“M-Master, I swear I did nothing of the sort! It was performed as it has always been!”

Sombra’s shadows snatched his follower off the ground. “And yet it has gone wrong. You have failed Me —and now the price comes due for your failures, Lord of the Sidhe.” He made a twisting motion with his claws, and as one, the shadows turned on all of the elfin looking beings, tearing them apart and devouring the pieces amidst horrific and terrible screams. “The power that gave your people life shall serve Me one last time. You shall serve Me one last time…General.” Dark magic swelled and the shadows birthed more of their own, until they numbered nearly in the thousands.

Cinch/Itheadair was dropped to numb feet, and presented with a sword drawn from somewhere. “Eliminate the enemy, Itheadair, and perhaps I will spare you. Or at least make your death swift.” Power infused the pointy eared being as the sword was taken, and left behind dark armor and shadow crystals.

Then those eyes burned into Sunset’s. “Behold, My army and My power. Where is yours?”

Author's Note

*evil laughter*

So...yeah.

Anyone have that boss music cued up? I think we're gonna need it.

:} This week's chapter title is a bad movie reference...and a sailor moon amv reference all in one. You're welcome.

Looks like Cinch backed the wrong horse. Whoopsie?