Dusk Village

Maree watched all this from within the crowd. She wasn't sure she believed everything that had just happened. More and more, this was feeling like an awful nightmare, and she desperately needed to wake up. Her mother was outside Ponyville somewhere, probably hurt, Celestia had been taken captive, and two innocent ponies had just been killed right in front of her. And now, even as Maree stood there, Paragon was headed to Canterlot castle with a presumably enormous army to attack it. It was the type of thing she had heard of in dark fantasy novels, things that she had assured herself of long ago were so preposterous that they could never happen to her... not in real life.

But it became increasingly apparent that this really was was happening. The world really was falling apart right in front of her, and she could only pray that there was something that could be done.

The crowd started to congregate now, and concerned whispers vaguely became distinguished as conversation regarding what could, and would be done. Maree saw Aunt Twilight and her friends talking with with the Mayor, and walked up to meet with them, cutting into the middle of their conversation.

"At the very least, I can say that staying here would be dangerous." Twilight was saying.

"So, that was the same Paragon I heard all those nasty things about?" Rarity asked.

"Yup, that was him alright." Came Applejack's answer.

"Well, he certainly paints a hideous picture. That stallion was a monster!" Rarity exclaimed, regarding the two ponies Paragon and Selene had killed.

"Well, Twilight, as a well learned Mare and a student to our Princess Celestia, you know I value your advice on these such matters. But moving an entire town's population without so much as an advance notice is madness." The Mayor replied, after having thought about what Twilight had said to her.

"With all due respect, Ma'am, I don't think we have any other choice, Paragon clearly said he would return, and being here when he returns... we wouldn't stand a chance." Twilight countered.

"What do you mean, 'moving'? Are we going somewhere?" Maree interupted.

"Maree, don't worry, right now the grown ups are talking, and if you could just hold on a minute while we discuss..."

"We can't go!" Maree exclaimed, cutting Twilight off. "Momy's still not back! She might be hurt, or lost... if we go, and she comes back when Paragon gets here..." She didn't have to finish her sentence as she saw the looks on their faces, "We've got to help her, Aunt Twilight! We've got to!"

"We're not going anywhere, anyway! Have you really so little faith in our own royal guards? Surely, with the help of the 3 princesses, they will be able to take care of the atrocious ponies." The Mayor continued to argue.

"I can't imagine that Luna would take any offensive action against Paragon at the risk of Celestia's life, nor would I expect Celestia to condone violent resistance at the risk of her subjects potentially being killed. They are both kind, and benevolent leaders. But in the same way as any decent pony, they are still selfish; selfish in the sense that they won't simply allow the people they care about be hurt, even at their own risk, or even the risk of the greater good." Twilight said. "The worst part is, I can't blame them for it, because I know any half decent pony would do the same thing. As long as Celestia remains their prisoner, it can be safely assumed that Canterlot will fall." As Twilight finished her thought, the whole group went quiet. that last statement seemed so surrel; it dealt with the possibility of their entire government, their society as they knew it, collapsing in on them, and treating it as an inevitability.

The Mayor thought long and hard, clearly unhappy with her limited options. "Do you really think it's that hopeless?" She finally asked. Twilight, unwilling to put the answer to words, simply nodded.

Maree was still looking for a way to bud in. "Aunt Twilight... what is going on?" She asked exhaustedly.

Twilight looked down at Maree, who was tearing up, probably confused, frightened, and frustrated. She was a truly brilliant child of course, but she was still young and naive. She didn't understand.

"Maree, you need to come with me for a little while, okay? We may have to go away somewhere, and if we do, I'm taking you with me. That way you'll be safe. Alright?" She offered delicately.

"But... What about Mom? We need to help her!" Maree insisted.

"We'll look for her together later, I promise! Right now we need to get everyone ready to go, and then we'll help Rainbow Dash, okay Maree?"

Maree hesitated. She didn't like that she had to wait, clearly. But it was the best offer she'd had since this ordeal began, she she accepted. "Okay.." She turned and walked a short distance away, leaving the rest of them to talk, while still remaining near by.

Twilight returned to speaking with the Mayor. "I'm going to pack. I'm planning on taking as many ponies as I can with me, and it's your decision as to how many followers I have." She stated very simply to her.

The mayor was clearly grieving heavily over this decision. She did not want to leave. Moreover, she didn't like her reasons for having to. "Alright. If we have no other choice, then I will have Ponyville evacuated. Let me know when you are ready to speak, and we will act."

Twilight nodded approvingly. "I'll need a map to do some scouting, and I'd like to be prepared to leave when I make the announcement. We need to move as quickly as possible. As of right now, we are facing a crisis situation."

As the afternoon began to transition into evening, the guards of Canterlot castle watched onward, ready to protect the walls of Equestria's capital building on a moments notice. On very few an occasion has there ever truly been a need for such protection; in fact, over the course of the centuries of virtually uninterupted peace, the royal guards, once an elite breed of highly trained soldiers, eventually came down to a volunteer force, possessing basic training and knowlege of combat and warfare; knowlege and training scarcely used, one might add.

As a Captain Steel Chariot of the Royal guard watched the horizon from his post, his attention was drawn to a distressed looking guard who came running up to him from behind, out of breath. He recognizd him by face, rather than by name, as one of the city guards.

"Ca...Captain Steel!" He exclaimed, trying to catch his breath. "I have news to report of a large force of armored ponies who have recently made it past the city limits and are marching towards the castle, most likely hostile!" The guard reported.

Captain Steel frowned, as he was thrown by this sudden news. "What? How large? Details man, speak!" He demanded.

The guard, taking a deep breath replied, "Thousands, upon thousands Sire. They do not merely walk through the city; they flood it."

Steel Chariot thought he might have a heart attack. "Thousands?! By the gods, what in blazes are you telling ME for? Alert Shining Armor, and inform the Princesses Luna and Cadence of this threat immediately! Move, man!" He commanded.

The guard did not move. "I am informing you, sir... because Princess Celestia... wishes to speak with whomever in in charge of the front gate." The guard said regretfully.

Steel Chariot took a moment to process this information. Then a grave realization came over him that was visible on his face. "No, she can't posssibly be.. among them?" He asked.

"Captive, sir." The guard confirmed. "She requests that no resistance meet them at this time, and that she speaks with the gatekeeper at once."

Steel Chariot's mind was boggled. They were being attacked, yet Celestia insisted on a total lack of ressitance? Just who could these invaders be, to cause Celestia to come to such a decision? He shuddered to think. Finally, he composed himself and spoke again.

"Very well, I shall meet them at the gate. Keep the other guards in a concentrated formation around the area and on high alert. But emphasize that they are not to attack them... at this time." Steel Chariot ordered, dismissing the guard.

Steel Chariot stood outside the gate of Canterlot castle, other guards surrounding him. He was eventually approached by a mass of armor clad ponies, headed by 3 Alicorns he did not recognize. Immediately behind them was Princess Celestia. As they arrived at the gate, the middle one, a tall, gold colored Alicorn addressed Steel Chariot directly.

"I presume you to be in charge. I demand you to lower the gate at once." He commanded.

"State your name and business." Steel Chariot replied, unintimidated.

Paragon smirked, and decided to humor the guard that stood before him. "The name is Paragon. As for my business: takeover. Hostile. Any complaints should be forwarded to the enormous army directly behind myself. They'd love to help you, as they've been dying for some action and haven't seen any since we got here. Pretty soon, I'm going to have to start making up excuses for them to hurt somepony. Would you like to be one?"

Steel Chariot did not budge. "Our gates do not open to our enemies. If you seek to challenge our walls, we will protect them." Steel Chariot stood tall and still up against Paragon's intimidating stature, which loomed well over his head.

"I don't think you completely understand just how long we've been waiting for somepony to say that.." Paragon's horn began to glow as he spoke, ready to start wreaking havoc. Many of his soldiers readied themselves as well. The Royal guards behind Steel Chariot braced themselves for a fight that they knew they could not win.

"Wait! Don't do it!" Celestia cried from behind Paragon. "Captain, please, stand down. Do not engage them."

Steel Chariot eased slightly, but the rest of the would-be combatants remained tense. "But your Highness, I cannot simply allow them to walk into Canterlot Castle unopposed! This is our home, and they mean to subvert it! I cannot allow that!"

Celestia's head hung low. "It is a fight you cannot possibly win. I myself have already fought and lost against them. Such a futile waste of life is pointless. Spare your own lives... please..." Celestia pleaded.

Steel Chariot was devastated. He had just been commanded by the highest authority in the land to simply lay down and allow an unknown hostile force take over the capital! Though he had lived to see few serious conflicts in his life, even Celestia had probably not seen many more herself; but on those few occasions, she had fought back actively. But these new enemies were... different somehow. They instilled an intimidation, a fear, in Celestia so profound, she was certain of their destruction in the wake of their wrath. And if even Celestia feared them, then who, with a mind even remotely assosiated with sanity, would question her reasoning? Though it pained him more than any wound he had ever suffered, Steel Chariot very slowly stepped aside, allowing Paragon to pass him.

"Disappointing." was all Paragon said as he passed.

"Lower.... lower the gate!" Steel Chariot ordered reluctantly.

Paragon and his men, with Celestia still in their company, marched inside the castle, and were surrounded by royal guards every moment, their moral visibled crushed, and all with the same grieving expression on their face as their great leader, Princess Celestia, walked shamefully through the castle, trapped within the company of their enemy. They had lost without ever having even fought.

Eventually they arrived in the throne room, where Princess Luna, co-ruler and younger sister to Celestia, and Princess Cadence, heir apparent to the throne of Equestria and Shining Armor's beloved, waited for them. Luna was horrified to see her sister, captured by these awful ponies, her wings redenned by the injuries she had sustained earlier.

"Celestia!" Luna cried from across the room. She started towards her sister, but was intercepted by Shining Armor, flanked by several guards.

"Stay back, Princess, we'll deal with this!" He said, approaching Paragon's group.

"Shining Armor, be careful!" Cadence cried from beside Luna.

Shining Armor slowly approached the Tempest Triplets, trying not to be intimidated by their famed might. He knew only what Celestia had said about Paragon, and even that was formidable. Nevertheless, he was indeed the Captain of the Guard, and he would not be bullied by these ponies. If he had to fight for his right to stand in the hallways here and now, then so be it. He would fight to the very end.

"That's close enough, pretty colt." Paragon cautioned. "You wouldn't want me to harm Celestia further, would you?"

Shining Armor stopped, but he continued to look Paragon right in the eye, his composure unwavering. "I won't be as easily intimidated as the officers you've dealt with so far. I am Shining Armor, the Captain of the Guard, leader of the Equestrian Royal Guards, and the most powerful unicorn in Canterlot. Few ponies within these walls can match my strength, and it is by that strength that I will challenge you!" Shining Armor declared proudly, motioning for the other guards in the room to ready themselves.

"Oh, you really know how to stand up for yourself, don't you? I like that in a stallion..." Selene commented, stepping out in front of the group. "That girl up there, who wished you would be careful? Is that your beloved? She's pretty. Too bad.. she's about to become a WIDOW!" With a twirl and a flash of the horn, Selene summoned ball of ice roughly the size of her head and launched it straight at Shining Armor. He had no time to react, and was blasted backwards into a table, which crumpled under his weight.

Selene laughed to herself as Shining Armor staggered to his feet. Suddenly, He righted himself and caught Selene off guard with an energy bolt, striking her in the shoulder and knocking her back a step. She yelped in surprise, an emotion that was immediately replaced by anger. There were daggers in her eyes as she turned back to him.

"RRGH! BASTARD!" She snapped, summoning half a dozen sharpened icicles to launch at him. Ready this time, Shining Armor shielded himself with a barrier, which the ice shattered against.

"When it comes to barriers, no one in Equestria can make one finer than me!" Shining Armor stated proudly. The guards were now ready to join in too, and they filled the gap between Shining Armor and the Tempest Triplets.

Helios stepped forward. "Now now, this isn't about you. This is about us and your leader. Now, step aside!" A linear wave of flames came flying out of Helios' horn, splitting the clump of soliders down the middle, parting the way to Shining Armor. Shining Armor, however, did not need to move. He aimed his horn straight at the fire headed for him, and it struck him right on the tip. He appeared to "catch" it, and with a flick of his horn, sent it straight back at Helios. Not expecting to be attacked by his own spell, Helios took the hit and staggered back.

Shining Armor was holding his own, even against two Alicorns. Paragon's soldiers, and even Paragon himself, were yet uninvolved in this fight, though the soldiers clearly wished to be. It took phenominal discipline to prevent them from joining this battle. Luna and Cadence both chose not to get involved as well, presumably to avoid tempting Paragon into changing his mind about his position in this fight. Once again backed by his fellow royal guards, Shining Armor stood in formation against the regrouping Alicorns. Though enraged only a moment before, both Helios and Selene now appeared to be no more than moderately impatient.

"Alright, no more games. This is starting to get embarassing." Selene declared, a sharpness to her tone. "Helios, are you ready?"

"Burn the ground, freeze the air. On your mark." Helios replied, his horn starting to glow in preparation for their attack.

The two Alicorns got close together, their horns glowing, as they waited for the coming attack. Shining Armor felt that this time, he would take the initiative.

"Guards, by my lead! Pincer Attack, go!" He ordered. Immediately, the guards split perfectly; half approached from the left, half approached fom the right, and Shining Armor charged the middle. As they drew near, Selene and Helios readied themselves.

"Steady... and... mark!" On Selene's command, the duo cast their spell in conjunction with one another; Helios aimed for the ground, Selene for the air. In an instant the air in the room cooled to winter-esque levels, while the ground became boiling hot. Shining Armor reacted quickly enough to shield his feet with magic, but the other unicorns weren't so quick.

"Off the ground! Pegasi, take flight and get the unicorns off the ground!" He shouted, keeping up with his charge. As he ordered, the Pegasi each picked up the nearest unicorn saving them from serious injury. They kept up their attack with only minimal loss of speed.

Helios and Selene kept up their spells, unmoved. They guards drew near now, and the Pincer Formation was nearly closing in on them.

"Wait for it..." Helios said under his breath. "And... switch!" He comanded just moments before the clamp. In perfect syncronization, Selene and Helios alternated their targets, Helios now casting his spell of flames at the flying pegasi, now close enough that they were beginning to clump together, and Selene frosted over the stone floor. The Pegasi, their agility strictly limited by the added weight, took the brunt of the attack and were knocked down again. Shining Armor, seeing his formation fail, tried to halt in order to regroup, but found himself sliding on the icy floor, losing his footing. He slid straight towards Helios, who bashed him with his knee, knocking him over. When Shining Armor looked up, Helios tried to stomp on him and he narrowly rolled out of the way. He got up in time to watch Helios' stomp melt right through Selene's icy floor.

It was clear that Helios being immune to Selene's ice was intended to be some form of advantage. "But I don't need to move to fight you." Shining Armor finished his thought out loud.

"Neither do I." Helios responded calmly. He send another wall of flames at Shining Armor, deliberately aiming above the ground. He wanted Shining Armor to move, obviously, but Shining Armor simply stood his ground, rebuffing the spell with another barrier.

"I already told you, something like that won't work!" Shining Armor reminded.

"Then what about something like this?" Selene's horn glowed again, and Shining Armor searched the room for something about to happen. He spotted it not a moment too soon; an icicle shot up from the ground, right where he was standing, and he jumped out of the way with mere inches to spare. Unfortuneately, this resulted in him losing his traction again, and he slipped and struggled to stay on his feet. Where he was bound to end up, should he right himself, a second icicle began to shoot out. Thinking quickly, Shining Armor deliberately let himself lose his footing, taking the fall over impalment any day. But before he had even began his next move, Helios attacked again, fire shooting out of his horn. Shining Armor blocked it once again, using the smoke to cover himself as he got back up.

But Helios used the smoke too, and had began a charge as it cleared. With his flaming hot hooves leaving small prints of thawed floor in his wake, Helios' traction was not lost, unlike Shining Armor. Shining Armor hesitated, waiting for some sort of trick; one that never came. Helios simply plowed into Shining Armor, causing him to slide across the room on his side. While still on the ground, Selene acted quickly and conjured yet another icicle from the floor, piercing both of Shining Armor's front legs with it, pinning him. Shining Armor cried out in pain, struggling to get free. He could not. He was trapped, and at the mercy of the Alicorns.

Paragon hovered over the scene, clapping his front hooves together. "Well done, well done, a fine show indeed!" He commented. "I like that you've left him alive. You know me very well, Selene."

Celestia, seeing Shining Armor in such pain, couldn't stand by anymore. "Shining Armor, no!" She ran out into the middle of the battle ground.

Paragon simply rolled his eyes irritably. "Selene, the prisoner's running. Fix it please." He ordered.

Selene fired a spell at Celestia. Only half paying attention, the spell hit Celestia, and she froze, literally, in place. Ice and frost formed all around her body, and an expression of shock was stuck on her face.

For the two remaining Princesses, this was quickly becoming an out of hand situation. Luna for one, was horrified to see her sister frozen in ice and ran up to meet her. “Celestia!" She cried out.

"I wouldn't touch her if I were you." Selene cautioned. Luna stopped right in front of Celestia's frozen form. "That's my special Everfrost spell I've cast on her just now. It's the coldest thing in the world; so cold in fact, it's self sustaining; consider it the exact opposite of the Sun. It can't ever melt unless I wish it to, and it makes whatever I cast it on awfully fragile." She explained, standing next her creation proudly. Evidentally, she too lost no traction on her own icy floor.

"Why... Why are you doing all of this?!" Luna exclaimed. "What have we done to deserve this this?!"

Paragon was pacing the space between the Princesses, as Cadence tended to her husband's wounds.

"The sins of your people are a thousand years old. Even if you knew of them it wouldn't matter." Paragon spat out in Luna's direction, in an uncharacteristically serious tone. "But since you asked, I may as well answer. Consider it your final request." He stopped, looked at Cadence and Luna once each, and continued. "The Alicorn King who fathered myself, Helios, Selene, Celstia and you, Luna, made it his will that rule over the kingdom of the Alicorns, before it was even named Equestria,  would be given to his first born son. And that is me. Celestia and yourself are nothing but opportunists who took over in the absence in the presence of the true heir, and now, returning from our seemingly eternal banishment, I am here to claim what is rightfully mine."

"And just what... would that be?" Luna was afraid to ask.

Paragon smiled. "Everything there is, ever was, and ever shall be. Nothing more, nothing less."

"You're mad!" Luna exclaimed.

"You really think so? How different am I really, from your beloved Celestia? She too once tried to claim everything for herself." Paragon said.

Luna frowned. "What? No, you're wrong, Celestia is a benevolent leader, she is utterly selfless!" She countered.

"Please, just think about it! She once tried to remove you from the picture, remember? She was always the favorite, she got the bigger share, and she was adored by her peers, while you were shunned, and when you grew tired on this unfair settlement, what happened? How were you rewarded?" Paragon asked rhetorically. Luna staggered backwards, confused and dazed.

"How... how do you know about all this?"  Luna asked.

"Oh, I became quite intimately familiar with your story during my stay in Equestria some time back." Paragon explained. "I know quite well what you are... what you once were... I even know a few things most do not..."

Luna became enraged. "I'm not like that! I haven't been like that for a long time! Celestia and I love each other, we don't fight anymore!" Luna stated, almost pleading.

"Of course you don't, Celestia doesn't need to fight you anymore, because she owns you now! You've learned your lesson, and she knows you won't dare cross her again!" Paragon pointed out. "She is still the one with the power, isn't she? Whenever a royal ceremony takes place, who is in charge of it? Whenever the public is to be addressed by the 'Crown Princess', who fills that roll? Celestia is no more your equal than she ever was, in fact, the gap is wider than ever. Before you were a Princess who shared her power  almost equally with her older sister. But now... you are merely her subject. A subject of great power and influence, but nontheless, a subject." Paragon was getting closer to Luna's face, directing his words right at her, trying to cut into her very soul with his words.

"No, be silent! I won't listen!" Luna delcared, turning away.

"Why, Luna, why should I be? I haven't said anything you haven't heard inside your head all along, it is only now that those thoughts have been put into words! You're jealous of her, Luna, you always have been. Deep down, you still envy her, you still resent her, and you know it!" He was right up beside Luna's face now, and it could be seen on Luna's face that his words were having a visible effect on her. Now it was time for Paragon's killing blow, so to speak. "I know who cast that spell on you, all those years ago." Paragon claimed. Luna's eyes shot open. "And I know that when you succumbed to your hatred, to your jealously, you become a remarkable foe; you were transformed into the most powerful being in all of Equestria; a being far stronger than you are now, stronger than Celestia, even stronger than me!" And now he leaned in very close, almost whispering into her ear, "And you cannot deny that after you transformed... after you became more powerful than her... she refused to even face you, until you were weak again... weak enough... to control."

That was it.  Luna spun around and lashed out at Paragon, striking him in the face. Paragon recoiled, but seemed to anticipate the blow, and recovered quickly. There was rage burning in Luna's eyes.

"I won't hear anymore!" Luna declared angrily. "I will hear no more of your defamation of my sister's good name!"

Paragon just chuckled. "That's right. Hate me. Hate everyone. Hate makes you strong. Hate makes you what you really are. Celestia may be her mother's daughter, but you are definitely our father's child." Paragon commented. "It's almost scary how much you look like him when you're mad."

"Luna, Cadence, get behind me!" Shining Armor's voice came from a short distance away, as he suddenly broke free of the ice with a spell, and jumped in front of Paragon. In a flash, he summoned a great barrier, dividing the room in half, keeping the Tempest Triplets and their legion on one side. "The two of you need to get out, now! We're out numbered and outmatched. We can't win! I'll hold them off as long as possible, and then we're going all out to slow them as much as possible! You must warn as many people as you possibly can about this!" Shining Armor ordered. From behind the barrier, Paragon and his siblings were already trying to break down the wall, and Shining Armor strained to keep it up.

"Shining Armor, I can't leave you! You need me!" Cadence cried.

"Cadence, I'm sorry, but you have to leave. I won't be able to hold this much longer!" Shining Armor said, wincing under the strain.

"You're not strong enough to face them!" Cadence argued.

"Knowing you are safe will give me strength! If you want to help me at all, then get as far away from here as you can! Now! Please!"

Cadence, with great hesitation, began to head towards a window. "Luna! Come on, we need to leave!" She took off out the window.

Luna was dumbfounded, unable to move or speak. The world was breaking all around her, and she had no idea how to fix it.

"Luna!" Came Shining Armor's greatly strained voice, snaping her out of her daze. "Get out of here now!"

Luna finally complied and headed for the same window. She took one last look at Celestia, Shining Armor and all the guards still in the room, and cursed herself for not being strong enough to save them. Tears in her eyes, Luna flew away.

Moments later, Paragon's team broke through the barrier, and Shining Armor collapsed. Paragon was clearly irritated that the Princesses had escaped.

"Soldiers! I want those two Princesses dead! tear down anyone who gets in your way! Take the officers as prisoners, but don't harm Celestia! That's my job!" Paragon ordered.

The seemingly lifeless statues that were Paragon's army sprung into action, and openly engaged the royal guards. The Tempest Triplets also fought, and finally, the true battle for Canterlot had begun.

Shining Armor is hurt, Celestia is captive, and the two remaining Princesses flee from Canterlot. It is absolute chaos in Equestria. What shall become of our protagonists?

End of Chapter 4.