Twilight's Duel School of Friendship: Sophomore Year

by k00l

Rating: everyone
Tags: Adventure, Crossover, Main 6, Pony of Shadows, The Pillars, My Little Pony: Friendship is Magic, Alternate Universe, Young Six, Yu-Gi-Oh, Original Character
Length: 101683

Year 2 has begun in Twilight's School of Friendship and Dueling. The Student Six are about to exprience an even crazier year than the last as an ancient enemy makes a horrific return.

The Student Six are returning to Twililight's School of Friendship and dueling. They were hoping for an easy year compared to their Freshman year. However, that doesn't appear to be the case. An old ancient threat to Equestria returns and aims to continue his plan to shroud Equestria and the world of Duel Monsters in eternal darkness. With the recently brought back Pillars of Equestria, The Student Six will finally be mentored to hone in their element to take on the darkness that is, the Shadows.

(Basic rules of Yugioh, No Link, No Pendulums, 4000 LifePoints.)

Character Decks:
Sandbar: Black Luster Soldier
Smolder: Red-Eyes
Ocellus: Insects
Silverstream: Legendary Ocean
Gallus: Blackwings
Yona: Gladiator Beasts

Chapters that have been updated have (E) next to it

Published 2023-01-17 21:50:00 UTC
Last updated 2024-01-30 02:43:59 UTC

Chapter 1: Year Two (E)

This was It, school has just started, and the school is filled with students once again along with some new faces as new freshmen fill the halls. Sandbar was in the center of the main hall talking to both Ocellus and Yona as Smolder and Silver stream approached them.

"Hey you guys!" Yelled Silverstream, waving her claw in the air.

"Hey Silver, hey Smolder." Said Sandbar with a smile.

"What are you guys talking about?" Asked Smolder, her hands gripping the straps on her backpack.

"Just discussing the craziness that has been happening this past week. You know, with the Pillars and the Pony of Shadows and what not." Ocellus explained.

"But Headpony told us not to discuss them a whole lot in public, not wanting to scare the other students." Said Yona.

"So here you are discussing it." Said Smolder unamused while crossing her arms.

"We are using code words! Pony of Shadows is Puppy! And the Pillars are the dog catchers!" Explained Sandbar, turning his head back and forth to look at all of them. "Headmare told us that the dog catchers along with some other professors are out looking for the puppy. In the meantime we are gonna have some substitute teachers for some of our classes."

Smolder rolls her eyes, thinking the code words are pretty silly. Behind them, they could hear a familiar voice approaching them.

"Hey you guys, Check me out!" Said Gallus's voice. They all turn around to see him wearing his brand new Ra Yellow jacket.

"Whoa! Snappy new coat Gallus!" Said Sandbar, walking around Gallus to see all sides of his new jacket.

"Congratulations Gallus! Your new coat looks nice!" Said Ocellus, getting a closer look.

"Heh, thanks you guys." Said Gallus as he joins the group. "So, are you guys ready?"

"Ready for what?" Asked Yona, tilting her head to the side.

"For our 3 v 3 duel!" Gallus holds up his claw and clenches it in a fist.

"We still need to plan for that, all the recent events put that on hold." Sandbar Said.

"Not anymore, I booked us a time slot for the arena just now." Gallus smiled, placing his claw to his chest.

"Right now?? But I haven't been pacticing! I'm so rusty!" Ocellus tried to protest.

"Well, this is your chance to knock off the rust, and show the new freshman how we dish out some dueling punishment!" Said Gallus with a smirk.

"Yeah! That sounds like fun! Come on guys, let's do it!" Begged Silverstream, clasping her claws together.

"I never got to scratch my dueling itch, let's do it guys!" Smolder shrugged.

"Yeah! It's The Ra’s, vs the Obelisks plus Yona!" Said Gallus. They all made their way to the arena, surprisingly, there was a decent amount of students in the stands. They all even started clapping and cheering for them as soon as they walked in.

"What gives? Why ponies cheer for us?" Asked Yona, looking at all the students in the stands.

"Remember last year? We've been recognised internationally as Element Bearers. They probably are cheering us for saving the school last year and want to watch us duel." Said Sandbar smiling wide at the large crowd.

"Then let's give them a good show, I've done a few updates to my deck, and I'm ready to use it!" Said Smolder pumping her fist.. Gallus, Ocellus, and Silverstream take one side of the arena as Sandbar, Smolder, and Yona take the otherside.

"Alright. This is going to be a 3 on 3 progression tag. That means only two duelist are dueling at one time, and everyone has their own life points. As soon as you lose your life points, you are out, and one of your teammates takes your place. When all team members are knocked out, that team loses. You guys understand?" Asked Gallus to which everyone nods. They all activate their duel disks and begin.

"DUEL"

[Silverstream Vs Yona]

[Silverstream 4000/ Yona 4000]

"Yona start, Draw!" Said Yona. "Yona set one monster and set one card face down, now, Yona end."

"My go, I draw." Said Silverstream. "I summon White Moray! {600atk. 200def. Lv2} During the turn this card was normal summoned, I can attack you directly Yona!" The Eel darts side to side as it approaches Yona til it gets to her and bites her. she winces as she loses lifepoints. "I enter main phase two and set two cards. I now end."

"Yona turn again, Draw!" Said Yona. "Now Yona first activate spell card Gladiator Beast's Respite! This allow Yona to shuffle two Gladiator Beast cards into deck and draw 3 cards. Now Yona flip summon Gladiator Beast Hoplomus! {700atk. 2100def. Lv3} "Yona was hoping Silverstream would attack Yona's monster so monster can activate effect, so Yona now activate spell Rush Recklessly to give monster extra 700 attack, making Yona's monster 1400! Now Yona attack!" Hoplomus delivers a hard punch to the moray and destroys it. "Now Yona activate Gladiator Beast battle effect. Yona can shuffle Hoplomus into deck, and special summon new Gladiator Beast from deck, Yona Summons Gladiator Beast Spartacus! {2200atk. 1600def. Lv5.}, When Spartacus is special summoned, Yona can add one Galdiator beast equip spell from Yona deck, to Yona hoof, Yona add Gladiator Beast's Battle Archfiend Shield. Yona now end."

[Silverstream 3200/ Yona 3400]

[Silverstream 3 cards/ Yona 3 cards]

"My turn, I draw." Said Silverstream. "I activate my face down, Call of the Haunted. I can bring back one monster from my graveyard, I am forced to choose White Moray. Now, his second effect kicks in, making him act as if he is a Tuner. Now I summon Neptabyss, the Atlantean Prince! {800atk. 0def. Lv1} Now I tune for 3, synchro summoning Tatsunoko! {1700atk. 500def. Lv3 Synchro Tuner.} Now I end."

"Yona turn! Draw!" Said Yona. "Yona Summons Gladiator Beast Andal, now Yona Contact Fusion using Andal and Spartacus! Yona Fusion summons Gladiator Beast Gaiodiaz! {2600atk. 1500def. Lv7 Fusion}." The students in the stands cheer, recognising Yona's ace monster. Yona however, looks at her monster. "...wish you were really here Gaio." Yona Then looks at Silver. Yona now equip Gaio with Archfiend Shield, and Now Yona atta-"

"Not so fast Yona!" Silverstream smirked as she interupted Yona. "I activate my face down Threatening Roar! You cannot declare an attack this turn!"

"Ngh! Then Yona end." said Yona frustrated.

[Silverstream 3 cards/ Yona 2 cards]

"My turn, I draw." Said Silverstream. "I summon Atlantean Attack Squad. {1400atk. 0def. Lv3} Now I tune for 6, Synchro Summoning Coral Dragon! {2400atk. 500def. Lv6 Synchro.} Now when I discard a card, He can destroy one card on your side of the field. I discard one card and Coral Dragon will destroy your Shield!" Yona's Equip spell is destroyed by coral dragon firing a jet stream of water at it.

"Yona still have strongest monster!" Yona stated, not backing down.

"Not for long, I activate the spell Lightning Vortex. By discarding one card I can destroy your monster!" A Huge bolt of lightning comes down and strikes Gaiodiaz and destroys him. "Now Coral dragon attacks you directly!" The Dragon then fires a huge jet stream at Yona and shaves down a good portion of her life points. The ponies in the audience then clap for Silverstream. "I will now end by placing one card face down."

[Silverstream 3200/ Yona 1000]

[Silverstream 2 cards]

"Yona not out yet, Yona draws!" Yona was huffing from the attack, and sluggishly draws her card. "Yona Summon Gladiator Beast Torax! {1400atk. 400def. Lv3} Now Yona activate spell, Gladiator Beast's Comeback. Yona special summon one Gladiator Beast whose type is different from the one on Yona field. Yona special summon from hoof, Gladiator Beast Bestiari! {1500atk. 800def. Lv4} Now Yona contact fusion, with Yona's two monsters, Yona fusion summon Gladiator Beast Gyzarus! {2400atk. 1500def. Lv6 Fusion} Now Yona activate Effect, when Gyzarus is special summoned, Yona can destroy two cards on Silverstream's field. Yona Destroy Coral Dragon and then attack directly, so Silverstream now knows how that feels!" Gyzarus uses his wings to lift himself in the air, He then darts right past Coral dragon slicing it's neck causing it to roar and then be destroyed. Gyzarus ends by planting his boot into Silverstream's side, now causing her to lose a lot of life points as well. "Yona now end. and Activate Gyzarus's effect. Yona returns him to the extra deck then Yona special summon two Gladiator beasts from Yona Deck, Yona special summon Gladiator Beast Andal {1900atk. 1500def. Lv4} and Gladiator Beast Laquari! {1800atk. 400def. Lv4}"

[Silverstream 800/ Yona 1000]

[Yona 0 card]

Silverstream takes a minute to regain her composure. She then looks at Yona and smiles.

"Thank you Yona, now watch as I win this! I draw!" Said Silverstream confidently. "Now I activate my field spell, a Legendary Ocean!" The whole arena turns into atlantis thanks to the hologram magic of the arena. "This card is always treated as Umi, and gives all water monsters 200 extra attack and defense. plus all water monsters in our hoofs and claws have their levels marked down by one. Which means I can summon without tributing, The Legendary Fisherman! {1850atk. 1600def. Lv 5} Now with the last card in my claw, you are finished. I can tribute one face up Legendary Fisherman to summon Legendary Fisherman III! {2500atk. 2000def. Lv7} This card cannot be destroyed by battle, or by card effects. Shoot he can't even be targeted by card effect, Making him practically invincible! But that's not all, I activate my face down, Torrential Tribute! When a monster is summoned all monsters are destroyed!"

"But Silver's monster can't be destroyed by trap!" Yona was beggining to panic, she will be left wide open for an attack.

"Exactly!" Said Silver with a smirk. A huge wave forms and slams down onto the field, taking out Yona's monsters, but the Legendary Fisherman was ok. "Now I will attack directly and finish you off!" The Legendary fisherman fires his harpoon gun at Yona. It strikes her and finishes off the rest of her life points. Yona pouts for a bit, but then smiles at Silverstream.

[Silverstream 0 cards]

[Yona Eliminated]

"Good job Silver, Yona is impressed by new strategy." Yona smiled, keeping her good sportsmanship despite being the first one eliminated,

"Thanks Yona!" Silverstream smiled cheerfully. As Yona stepped down, Smolder stepped up and was smirking.

"You may have an indestructible monster out there Silver, But I got a full claw, and you only have 600 life points left." Said Smolder.

"let's see what you got Smolder!" Silverstream taunted with a smirk, Smolder then winks at her.

"I draw!" Said Smolder. "Watch and learn! I activated the Dark Dragon Ritual spell card! This card allows me to ritual summon Paladin of Dark Dragon by discarding a level 4 monster! I discard Red-Eyes Wyvern to Summon Paladin of Dark Dragon! {1900atk. 1200def. Lv4} I now activate his effect to tribute him to special summon Red-Eyed Black Dragon from my deck! {2400atk. 200def. Lv7}" The crowd started cheering again, this time for seeing Smolder's ace monster. "I'm not done yet, Because now I tribute my Red-eyes on the field to special summon Red-Eyes Alternative Black Dragon! {2400atk. 200def. lv7}. "A new Red-eyes Monster is summoned and then Roars loudly. "I will end by placing one card face down."

[Smolder 1 card/ Silverstream 0 cards]

"What a fantastic move Smolder." Said Silverstream. "I now draw and act-"

"Not so fast Silverstream!" Yelled Smolder, holding her her claw out while cutting her off. "I activate the trap Drop Off! That card you just drew, now goes to the graveyard instead."

"But that was my only card!" Whined Silverstream, looking at the card she just drew with puppy dog eyes. "It was a good one too! Gah! Fine! I will make you pay for that! Fisherman, destroy her dragon!" The Legendary Fisherman Loads his gun again and fires, striking Red-eyes and destroying it. "Sorry Smolder, you worked so hard to get that out, but he was a pushover. I end."

"Hehehe, I wanted you to attack Silverstream!" Smolder places her claws on her hips
.
"You did?" Asked Silverstream tilting her hewad to the side.

"Yes, because now that it's my turn, I activate Red-eyes Alternative's effect!" Said Smolder as she drew for her turn. "Since he was destroyed by battle, I can special summon my normal Red-Eyes back from the grave, and double his attack points!"

"D-DOUBLE!?" Silverstream's pupils shrink, and her eyes widen.

"Yes! He is now 4800 attack! You monster may be indestructible, but he can't stop you from taking damage! Red-Eyed Attack!" Said Smolder. The New Red-eyes on the field roars loudly and then breathes out a lot of red Fire, engulfing the field. Even though the Legendary Fisherman is ok, Silverstream's life points hit zero.

"Darn!!! I thought having an indestructible monster would have made me win the whole thing!" Pouted Silverstream.

"Hey don't sweat it silver, you dueled fantastically." Smolder softened her expression, giving Silverstream a thumbs up.

"Really?" Silverstream looked up at Smolder, who gives her a confident nod. Silverstream began to smile again. "Thanks Smolder."

[Smolder 2 cards]

[Silverstream eliminated]

Ocellus steps up to take Silverstream's place. She draws her cards and begins to analyze them.

"Ready to go Cell?" Asked Smolder.

"Hold on, I need to form a strategy" Ocellus holds up her hoof, still analyzing her cards. After a quick second, she nods. "ok, Now I'm ready. I draw. now that Silver's field spell is gone, it's time to activate one of my own, Giant Ballpark!" The field turns into a giant lawn where the grass towers over everyone. "It's effects will kick in in just a moment, and now I activate the effect of Primitive Butterfly. Since I control no monsters, I can special summon it. {1200atk. 900def Lv5}. I now end."

"Sorry Cell, but you mistakenly summoned your monster in attack mode. with my 4800 attack beatstick will punish you for that! You didn't even put down a trap to deter me! Red-Eyes, Attack the butterfly!" Smolder held her claw out as she commanded her monster to attack. Red-eyes once again breathes fire right and burns the butterfly to a crisp. Ocellus never stopped smiling as a bunch of butterflies and beetles fly out from the grass and encircle Ocellus. She holds out her hoof and a butterfly lands on it. Despite the attack, Ocellus was fine.

"What gives? You should have lost 3600 life points just now." Smolder huffed, some smoke funneling out of her nostrils.

"My Giant Ballpark happened. During battle, I can make all damage given to all players during battle 0." Occellus smiled cheekily as all the butterflies then fly off of her. This was met with a lot of OOs from the crowd. "But now I must discard one level 4 or lower insect monster from my hoof to the grave. I send Shiny Black "C" Squadder to the grave. But since it was a normal monster, I can summon two more copies of it to the field! {2000atk. 0def. Lv4 X2}."

"Wow... good move Cell." Smolder puts her claws on her hips, genuinely impressed by Ocellus's new strategy.

[Ocellus 3 cards/ Smolder 3 cards]

"My turn again. I draw." Said Ocellus. "Ok, I will place one card and I will end."

"Oh, I see what you are doing, Ocellus. You want me to keep attacking you so you can keep protecting yourself with Giant Ballpark. Fool me once shame on you, fool me twice shame on me." Smolder narrowed her eyes as she drew. "If I can't hurt you with battle damage, I'll burn you for it, with this! I activate the spell Inferno Fire Blast!"

"EEP!" Ocellus squeeked as she took a few steps back.

"I target my Red-Eyes and you take damage equal to the original attack of him, that's 2400 points of burn damage!" Smirked Smolder. Red-eyes once again unleashes his fire that surrounds Ocellus and burns her for life points. "I will end by placing one card face down. You better hope I don't pull another one Ocellus, that's not my only copy of that card!" Smolder taunted placing her claws on her hips.

[Ocellus 1600/ Smolder 4000]

[Ocellus 3 cards/ Smolder 2 cards]

"Ok ok! I got this I swear! I draw." Said Ocellus, slightly panicked as she now had to come up with a new strategy immediatley. "I summon Battlewasp - Sting the Poison {400atk. 800def. Lv2 Tuner.} I then tune for 6, with one of my squadders, and my Battlewasp, I synchro summon Battlewasp - Halberd the Charge! {2500atk. 800def. Lv6 Synchro}. Now he will attack your dragon!"

"Have you forgotten that my dragon's attack is doubled?" Smolder looked unamused at how silly of a mistake Ocellus just made.
"Of course not! Halberd's effect now kicks in. When he attacks a monster with an attack equal to or more than him, he can half their attack, making your dragon 2400 again!" Said Ocellus with a smirk, causing Smolder to raise her eyebrow. The Battlewasp lifts his giant axe, and decapitates Red-eyes and destroys him. "It's not over yet smolder as I still have one Squadder left! He attacks you directly!" Shiny Black "c" Squadder charges Smolder and kicks her right in the gut, causing her to stumble back a bit and wince. "Now I end my turn by placing one more card face down."

[Ocellus 1600/ Smolder 1900]

[Ocellus 2 cards]

"Oof... Wow, I wasn't expecting you to take out my Red-eyes. I draw." Said Smolder, standing straight up from after the direct attack. "I activate the effect of the Red-Eyes Wyvern in my Graveyard. By banishing it, My Red-eyes is summoned back to the field. Now I reveal my Face down, Metalmorph! I tribute my Red-eyes and my Metalmorph to summon from my claw, Red-Eyes Black Metal Dragon! {2800atk. 2400def. Lv8} Your Squadder looks like a tasty snack for my dragon. Go get'em Red-eyes!"

"Not so fast, I activate my face down, Butterspy Protection! I switch my monster into defense position right before your attack!" Ocellus yelled. Squadder switches into defense before being bitten in half by the dragon.

"Can't protect yourself for long Ocellus, I end." Said Smolder.

"Then I will end it right now." Ocellus said confidently as she drew. "I activate my last face down, DNA Surgery! This allows me to change the type of all monster on the field to whatever I want, I chose Insects!" Before Everyone's Eyes, Black metal dragon slowly turns into a bug, replacing his dragon wings with bug wings and his metal plating being turned into hard shiny chitin. "Now I summon Pinch Hopper to the field, and then activate the spell Eradicating Aerosol. This destroys every single Insect on the field, including your monster Smolder!" All the monsters howl as the aerosol is sprayed all over them. Then at the same time blow up in an explosion, when the dust clears, Smolder had a worried expression on her face, while Ocellus was smirking. "Now Pinch hopper's effect kicks in, when he is destroyed, I get to summon one insect from my hoof. This is the last card in my hoof, Come out Insect Princess! {1900atk. 1200def. Lv6} She has just enough attack points to finish you off Smolder! Insect Princess, Attack her directly!" Insect Princess elegantly glides over and kicks Smolder in the chest, wiping out the rest of her life points. The crowd cheers, seeing Ocellus's ace eliminate Smolder.

[Ocellus 0 cards]

[Smolder Eliminated]

Smolder was knocked to the ground after the kick, and Insect princess quickly returned to her side of the field. Smolder groans on the ground, but slowly stands up and dusts herself off.

"I gotta say Ocellus. You always know how to plan ahead the best." Smolder smiled, giving Ocellus a thumbs up.

"Thanks! I hope I didn't hurt you, did I?" Asked Ocellus.

"Of course not Cell, good luck!" Said Smolder as she walked off, and now Sandbar taking her spot.

"Well well well, looks like I'm the last one on my team. Think you can wipe me out too Ocellus?" Asked Sandbar with a chilled expression.

"I know I can." Ocellus smirked, not backing down from the challenge.

"Let's find out, Because it's my move. I draw." Said Sandbar. "I will start off by placing one monster face down, and I will set two cards face down. That's my first move, your turn."

"I draw" Said Ocellus. I activate Pot of Greed to draw two cards. Now Insect Princess will destroy your face down!" Insect Princes floats in the air and stomps on the card hard, it flips to reveal a knight before being destroyed.

"You destroyed my Dawn Knight, now I send one light monster from my deck to the Grave. I send Beginning Knight to the grave." Sandbar sent his card to the grave.

"Very well, Then I end my turn." Said Ocellus, she eyes Sandbar closely, wonder what excatly he was planning

[Ocellus 2 cards/ Sandbar 3 cards]

"My move, draw." Said Sandbar. I summon to the field, Charging Gaia the Fierce Knight! {2300atk. 2100def. Lv7} I can summon him without tributing, but his attack is dropped to just 1900. I now activate the spell Double summon to make a second summon this turn. I tribute Gaia to summon Curse of Dragon, the Cursed Dragon! {2000atk. 1500def. Lv5} When this card is summoned to the field, I can add one spell or trap that lists Gaia the Fierce Knight in its text to my hoof from my deck. I chose Spiral Strike, but that's not all. Since I used Charging Gaia as a tribute, I can also add a Black Luster Soldier Monster from my deck to my hoof. I add the man, the myth, the legend himself, Black Luster Soldier, Envoy of the beginning. But I have to hold onto him for now. But my Dragon is strong enough to take your monster down. But first I activate my last face down, Raigeki Break. By discarding a card, I destroy your Insect Princess!"

"EEP!" Squeaked Ocellus again as her monster was destroyed.

"Now you are defenseless, Curse of Dragon, attack her!" Commanded Sandbar.

[Sandbar 3 cards]

[Ocellus Eliminated]

Curse of dragon flies overhead and unleashes fire down below and burns Ocellus for the rest of her life points.

"Oooooh! I didn't prepare for a Raigeki card!" Whined Ocellus, stomping her hoof.

"Hey, it's fine Ocellus. You played great. You took down Smolder who is an Obelisk. that's amazing for a Ra yellow." Sandbar. reassured her.

"Yeah... I know. Thanks Sandbar." Said Ocellus as she passed Gallus who then took her place.

"Finally, this is a rematch I have been waiting for." Said Gallus with a smirk.

"Oh really? You have been wanting to rematch me Gallus?" Sandbar smirked right back.

"Oh yeah, since the entry duels last year, I wanted to get back at ya. Now is my chance." Gallus held his claw up, and clenched it into a fist.

"Let's see if you can get past my Soldier Gallus." Taunted Sandbar.

"Oh I will! Draw!" Said Gallus. "First I activate the spell Block attack! This forces your dragon into defense mode. Then I activate the spell Black-Wing Strafe! By discarding a Blackwing, your defense position monster is destroyed! I discard Zephyros the Elite!" Zephyros can be seen coming out of the spell card and strafe runs Curse of Dragon and slices it and destroys it. "Now I summon Blackwing - Blizzard the Far North! {1300atk. 0def. Lv2 Tuner}. But I activate Zephyros's effect! While he is in my grave yard, I can return Blizzard back to my Claw and Zephyros can take his place on the field, but I must take 400 points of damage from this effect." While Blizzard is being replaced by Zephyros, an electric aura surrounds Gallus. "Hm! Now I can attack you directly! Zephyros! Attack!" Zephyros speeds towards Sandbar and wing attacks him, causing him to stumble back a bit. "I now end Sandbar."

[Gallus 3600/ Sandbar 2400]

[Gallus 3 cards]

"Wow! That was a fantastic first turn Gallus! You got me pumped. But do you know what you just did? Curse of Dragon is a dark monster dude." Sandbar smirked. Upon realizing what he just did, Gallus's eyes widen.

"And you already have light monsters in your grave...Crap!" Yelled Gallus, face palming himself.

"Of course!" Said Sandbar while smirking. He then draws his card. "By Banishing Curse of Dragon, and Dawn Knight from my graveyard, I special summon from my hoof, Black Luster Soldier- Envoy of the Beginning! {3000atk. 2500def. Lv8}." The crowd cheers louder than ever, seeing Sandbar's ace. "Of course he has two effects, but I can only activate one per turn. I can either banish one of your cards on the field, but I cannot attack. Or When I destroy one of your monsters with Black Luster Soldier, He can make a second attack. I think it is obvious which one I'll use to wipe you out with. Black Luster Soldier, Attack Zephyros and then Gallus directly, And end this duel!"

"Not so fast Sandbar! I activate the effect of Blackwing - Jetstream the Blue Sky in my claw! By discarding him, my blackwing monsters cannot be destroyed!" Yelled Gallus. Black Luster Soldier swings his sword, but Zephyros blocks it with his gauntlet.

"No Way! Now I cant attack twice since he wasn't destroyed!" Yelled annoyed Sandbar. "Man! But you still take the damage!"

"It is worth it to keep my monster!" Gallus was unfazed as his life points begin to drop.

"I end my turn." Sandbar relents.

[Gallus 2200/ Sandbar 2400]

[Gallus 2 cards/ Sandbar 3 cards]

"Oh man oh man... I need just one card or this is it! I gotta draw it!" Said Gallus as he drew. He keeps his eyes closed and then holds the card up to his face, he then opens his eyes. His eyes widen when he sees what card he drew and he then smirks. "I activate the continuous spell, Black Whirlwind! This card allows me to add one Blackwing monster from my deck to my claw whenever I normal summon a blackwing. The catch is the monster I add must have a lower attack than the monster I summoned. I now Summon back Blizzard the Far North! Now Black Whirlwind takes effect! Allowing me to add Blackwing - Oroshi the Squall, his attack is 400, so I can add him. Now I activate Oroshi's effect, allowing me to special summon him if there's a blackwing on my field. {400atk. 600def. Lv1 Tuner} Now watch closely Sandbar. I tune for 5, Using Zephyros and Oroshi to synchro summon Blackwing - Gram the Shining Star! {2200atk. 1500def. Lv5 Synchro}"

The crowd starts cheering again, as the last ace monster is summoned, Gallus's ace monster.

"I've seen you summon Gram before Gallus, and he is too weak to beat Black Luster Soldier." Sandbar was unmoved by Gallus's move.

"That's because i'm not done." Gallus smirked. "I now Tune for 7, using Blizzard and Gram, I synchro Summon Blackwing - Obsidian Hawk Joe! {2600atk. 2000def. Lv7 Synchro}."

"Whoa... Never seen you summon him before." Sandbar looks at Gallus's new monster in awe.

"He is a new addition to my deck." Said Gallus. "Wait till you hear his effect, I can target one level 5 or higher winged beast in my graveyard and special summon them. Welcome back Gram The Shining Star!"

"Impressive Gallus, i'll give you that. But your two monsters are still too weak." Sandbar smiles cheekily and shakes his head.

"Yes, they are, but not for long. I activate the spell Blustering Winds. I target one of my monsters, and they gain 1000 attack for this turn only. I target Joe making him 3600 for this turn." Said Gallus, causing Sandbar's eyes widened.

"3600?..." Asked Sandbar.

"Yes! Now Joe, Attack Black Luster Soldier!" Said Gallus. Joe pulls out his sword and Charges Soldier. Soldier tries to block with his shield, but Joe swings his sword hard and cuts right through Black Luster Soldier's shield and destroys him. Sandbar and the crowd grow silent in awe, seeing the Black Luster Soldier go down. "Now Gram will finish you off! Gram, end this duel now!" Gram then flies over to Sandbar and slices him with his Sword, knocking him off the arena completely.

[Sandbar Eliminated]

[Winners: Silverstream, Ocellus, and Gallus]

The crowd lets out a huge wave of Cheers for Ra's as they were able to pull off the win. Ocellus and Silverstream run up onto the arena and give Gallus a huge hug.

"You did it, Gallus! You won us the match!" Yelled Silverstream, hugging him tight.

"We won! We really won!" Ocellus yelled excitedly.

"Yeah! We did it! Ra's Rule!" Gallus gloated. On the other side of the arena, Smolder and Yona help Sandbar to his hooves. Despite losing, they all had smiles on their faces. Sandbar dusts himself off and he and the others step onto the Arena themselves. They approach their friends with smiles.

"Congratulations Gallus, no one I have ever gone up against has beaten me when I had Black Luster Soldier until today." Said Sandbar, offering Gallus a hoofshake.

"Thanks Sandbar, You didn't make it easy." Said Gallus, grabbing Sandbar's hoof with his claw and shaking it.

"I never do." Said Sandbar with a wink. All six then group hug each other in the middle of the Arena. The School year is already starting off to be one they will always remember.

End of Chapter 1

Chapter 2: A Challenger's Comeback (E)

The six were chilling in the arena, watching some of the other students dueling each other and placing light bets to see who would win. The current duel was between an Obelisk Blue student with a Jinzo Deck, and a Ra Yellow student with an Ojama deck. As the duel goes on, Gallus and Sandbar bicker back and forth on their bets. as The Obelisk seemed to be winning.

"Those 3 bits are mine Sandbar. A Jinzo deck is unstoppable once Jinzo is on the field." Said Gallus, leaning back in his seat with his claws behind his head

"You won't be saying that for long. Ojamas are a tricky deck. I bet he'll turn it around." Said Sandbar, sitting comfortablly in his seat while watching the duel.

"You guys quiet, I think the final move is gonna happen." Ocellus was leaned forward, paying extra attention to the duel.

"With Jinzo on the field, You're locked out of your trap cards. By my next turn, your done for!" Said the Obelisk

"We'll see about that. Thanks to the few pot cards I used, I have a full hoof I plan to use to win. I draw." Said The Ra Yellow. "First I summon Ojama Red! {0atk. 1000def. Lv2}, This card allows me to special summon 4 more Ojamas, I summon Ojama Yellow, Black, Green, And Blue!" {0atk. 1000def. Lv2 x4} Now I activate my face down, Ojama Delta Hurricane!!! as long as I have Ojama Yellow, Black, and Green on my field, All your cards are destroyed!"

"No! My Jinzo!" Yelled the Obelisk

"I'm far from done, I have two more cards in my hoof That I will use to win." Said the Ra Yellow. "The first is Polymerization! This allows me to fusion Summon, I use Ojama Yellow, Black, and Green to fusion Summon Ojama King!" {0atk. 3000def. Lv6 Fusion} The Ojama King stands tall between the last two Ojamas. "Now, this last card in my hoof will be the last card of the game, for it is the spell card Ojamuscle! Now By sacrificing my last 2 Ojama's, Ojama King gains 2000 Attack points. since you only have 1500 left, and no cards left to defend you, this attack will be game!"

"Ack! Wait a Sec-" Said The Obelisk before being annihilated by the Ojama King's attack.

"What!? How did he pull that off!? Ojamas Suck!" Gallus sat up quickly, shocked that the Obelisk player lost the duel.

"Heh, I don't know Gallus, they sure did beat that Jinzo deck. Speaking of which, I think those 3 bits are mine." Said Sandbar Smuggily, holding his goof up to Gallus.

"Gah, Whatever man, take it." Said Gallus as he drops the bits into Sandbar's hoof.

"Thought you six would be here at the arena." Said a familiar voice behind them. The six turn to see who it was and are surprised to see who it was. Both Brisk Bronco and Roulette were standing behind them, still in Slifer Red Coats.

"Brisk! Roulette! It's so good to see you again!" Silverstream said excitedly.

"It's good to see you too! I couldn't wait to come back after the summer to see you all again!" Roulette smiles warmly at the six.

"It has been awhile, I was certain you guys would be here, especially you Gallus." Brisk points her hoof at Gallus.

"Me? Why?" Asked Gallus.

"Remember what you promised me?" Brisk then began to smirk. "I want you to be my first opponent when we came back."

"Heh, I remember now. You sure you want to duel me still? I'm a Ra now, not a Slifer." Gallus smirks right back.

"Of course. I've remade my deck, I took out all the tricky cards in my deck and put some different cards in there. It's unbeatable now." Brisk holds up his Duel Disk for emphasis.

"We'll see about that, Brisk. let's see what you got." Said Gallus standing up. The two head down to the arena as Roulette sits down with the other five. Brisk gets to one side of the arena as Gallus goes to the opposite side and they both activate their duel disks.

"DUEL"

[Gallus vs. Brisk Bronco]

"I'll go first Gallus." Said Brisk as he drew. "I summon Trident Warrior. {1800atk. 1200def. Lv4.} He is one of the newest additions to my deck, and he has a pretty awesome effect. His effect is if he is normal summoned sucessfully, I can special summon one level 3 or lower monster from my hoof. I choose to special summon Shine Knight in defense mode. {400atk. 1900def. Lv3} While in defense position, Shine Knight becomes a level 4 monster. I will place one card face down and end."

"Nice first move Brisk, But now it's my turn, Draw!" Said Gallus. "First I activate the spell Black Whirlwind! This card allows me to add a Blackwing Monster from my deck to my claw every time I normal summon a Blackwing Monster, as long as the monster added to my claw has a lower attack than the summoned monster. First I summon Blackwing - Kochi the Daybreak! {700atk. 1500def. Lv4 Tuner} And now I will activate the effect of Black Whirlwind to add Blackwing - Jetstream the Blue Sky to my claw! [100atk.] Now I activate the effect of Blackwing - Kris the Crack of Dawn in my claw. If there is a Blackwing Monster on the field while this card is in my claw, I can special summon him. {1900atk. 300def. Lv4}. With That I will Tune for 8, With Kris and Kochi, I synchro Summon Blackwing - Silverwind the Ascendant! {2800atk. 2000def. Lv8 Synchro}.

"Nice, Gallus's first move, and he already has a high level monster out!" Sandbar noted, never taking his eyes off the duel.

"Yeah, but look at Brisk, he looks unphased." Said Smolder pointing at Brisk. Brisk stands there still smiling.

"Now, Silverwind will attack your Trident Warrior!" Commanded Gallus as Silverwind dashes towards Trident Warrior and slashes him. "With that I will end."

[Brisk 3 cards/ Gallus 4 cards]

[Brisk 3000/ Gallus 4000]

"Fantastic first move Gallus, you certainly got skills now." Brisk wiped some sweat off his forehead before drawing his card for his turn. "All I can do this turn is set one monster and end."

"Alright, still waiting to see how great your deck is now Brisk, draw." Gallus deadpanned. "I summon Blackwing - Steam the Cloak {800atk. 1200def. Lv3 Tuner} His effect may come in handy later on. But for now, Silverwind will attack your face down." Silverwind once again uses its long katana to slice up another card, it flips to reveal a knight before being destroyed. "Wait, I remember that card!"

"Ha! You caused Dust Knight to flip face up, now his effect is activated. I send one Earth Monster from my deck to the grave, I send Buster Blader to the grave." Said Brisk.

"Still using old strategies aren't ya Brisk?" Taunted Gallus, closing his eyes and shaking his head.

"If it isn't broken, don't fix it." Replied Brisk with a shrug.

"Well it still won't work, I still have no dragons in my deck, so Buster Blader will be unable to stop Silverwind." Said Gallus smugly as he ended.

"That is about to change." Said Brisk as he drew. "First I use Monster reborn to bring back my Trident Warrior, now I switch Shine Knight into attack mode, this brings him back to a level 3 monster."

"That's weird, Why would Brisk switch his weaker monster into attack?" Asked Silverstream.

"I don't know, but I don't like it." Sandbar narrowed his eyes at Brisk.

"Now I will summon this little guy, Buster Whelp of the Destruction Swordsman! {400atk. 300def. Lv1 Tuner}. This is the beginning of my new perfect Buster Blader strategy!" Brisk began to boast.

"Whoa...I have never seen that card before. Where did Brisk get that?" Asked Smolder, turning to her friends.

"It was a gift from Brisk's father. He is a pretty well known businesspony and when he heard Brisk was knocked down to Red, he helped him get new cards for his Buster Blader deck." Answered Roulette.

"Well that explains his uptight and snarky attitude he had last year." Ocellus scrunches her nose as she recalls Brisks's old additude.

"When this card is summoned, I can add one destruction sword card from my deck to my hoof, I choose Destruction Swordsman Fusion. Now, With all my monsters, I tune for 8!" yelled Brisk.

"You have a synchro monster now!?" Yelled Gallus, shocked by Brisk's move.

"Heh, yes, and you have never seen a synchro monster like this one before! I synchro Summon Buster Dragon In defense mode! {1200atk. 2800def. L8 Synchro}" When the dragon is summoned, it causes a large gust of wing the causes Brisk's jacket to flail a bit, while Brisk had the biggest smirk on his face.

"Buster Dragon!? But, he is so weak!" Gallus's shock dies down, as he see's the weak attack on Brisk's monster.

"Just you wait. As his name implies, this is the companion to the great swordsman Buster Blader! Now for his effect to kick in." Brisk pumps his hoof in excitement. Gallus's Monsters begin to groan as if they are in pain. Gallus shifts his attention to them as both of them double over in pain. Slowly they begin to change, their talons turn into claws, their feathers fall off and are replaced with scales, and finally their beaks turn into maws, full of sharp teeth. Soon both monsters stand back up, after their transformation. They look nothing like birds anymore and look more like giant lizards.

"What!? What happened to my monsters!?" Gallus cried out as he frantically looks between his two monsters.

"Simple, Buster Dragon's effect turns all monsters on your side of the field into dragon type!" Shouted Brisk, his smirk ever growing larger.

"D-Dragon type!?" Gallus gulps hard.

"Yes! Now tell me Gallus, who loves to go up against dragon type monsters?" Brisk taunted.

"Oh no! OH NO!" Gallus places his claws on the sides of his head in panic.

"Dude! No way! Brisk found a way to force his opponents to have dragon types on their field!" Said Sandbar in surprise.

"Yona thinks this will not end well for friend Gallus." Yona had a worried expression on her face.

"The only thing left is to bring back the swordsman himself, which Buster Dragon is also capable of. Once per turn, if Buster Blader is in my graveyard, I can special summon him!" Yelled Brisk. Buster Dragon let out a loud roar and the field begin to glow. Within seconds, Buster Blader is summoned to the field and takes a dramatic pose. {2600atk. 2300def. Lv7} An aura soon surrounds him indicating his effect powering him up. "Of course you know already Gallus, He gains 500 attack for each dragon you control, meaning he now has 3600 attack! Buster Blader, destroy Silverwind!" Buster Blader raises his huge sword and brings it down hard onto Silverwind, cutting him in half and destroying him.

[Brisk 3000/ Gallus 3200]

[Brisk 3 cards/ Gallus 4 cards]

"With that, Buster Blader drops to 3100, now I end" Said Brisk standing tall. Gallus stares at him with gritted teeth. He was panicking, this new and improved version of Brisk's deck was tough as he was able to take down one of his best monsters with ease. Gallus takes a deep breath and then draws.

"Alright, since Steam the cloak is still on the field, I special summon Blackwing - Harmattan the Dust {800atk. 800def. Lv2}. With these two, I tune for 5, Synchro Summoning Gram the Shining Star!" Says Gallus. Gram appears on the field and Gallus looks at him, sorrowful he was unable to communicate with him. Then before Gallus's eyes, he began to morph into a dragon. "I'm sorry Gram, but I need you on the field." Said Gallus He then shifts his attention back to Brisk. "Now I summon Blackwing - Blizzard the Far North {1300atk. 0def. Lv2 Tuner}. Now I add a card to my claw thanks to Black Whirlwind. I add Blackwing - Jetstream the Blue Sky to my claw. I now end." Gallus's other monster soon turns into a dragon as well, bringing Buster Blader back up to 3100

"My move, Draw." Said Brisk. "Buster Blader, Attack his Gram!"

"I discard from my claw Blackwing - Jetstream the Blue Sky! Just before Gram is destroyed, he is protected!" Yelled Gallus.

"Nice save, you still lose life points though." Brisk points his hoof at Gallus.

[Brisk 3000/ Gallus 2300]

[Brisk 4 cards/ Gallus 3 cards]

"My turn. I draw." Said Gallus. "YES! alright, Now to deal the fatal blow, Say bye to your Buster Dragon Brisk."

"Don't bluff me, None of your monsters are strong enough to beat him over, you are bluffing." Brisk narrowed his eyes at the smirking griffon.

"Oh am I? I activate the spell Black-Winged Strafe! I send Blackwing - Fane the Steel Chain from my claw to the grave and I can destroy one face up defense position monster!" Said Gallus with a smile. Brisk grunts in frustration as Buster Dragon lets out a pained roar and is soon destroyed in a gaint fireball. In turn, all the Monsters on Gallus's side of the field are turned back to their normal selves."I now tune Gram and Blizzard together for 7. Synchro Summoning Blackwing Tamer - Obsidian Hawk Joe! {2600atk. 2000def. Lv7 Synchro}"

"That's a new one, What's he do?" Asked Brisk tilting his head.

"Simple Brisk, He allows me to bring back one level 5 or lower Blackwing from the grave, Of course I chose my favorite, Gram the Shining Star." Said Gallus as Gram returned.

"What is this about Gallus? Obsidian Hawk and Buster Blader now have the same attack, they will end in stalemate. sure you will go in for a direct attack with your Gram, but it won't finish me off." Brisk analyzed.

"Trust me, this is over now." Said Gallus with a smile. "I will equip Obsidian Hawk Joe with a Glowing Crossbow, this will bring him up to 3100 attack. with that, he will attack your Buster Blader!"

The crossbow begins to manifest in Joe's hand and he fires three shots. Buster Blader was able to block the first two with his sword, but the last one went right through the eye, sending him backwards and eventually destroying him.

"NO! Buster Blader! Gah! Only down to 2500 life points. I will withstand Gram’s attack, then you will be sorry." Bris gritted his teeth at Gallus
.
"Not gonna happen, as I use the effect of the last card in my hoof," Gallus held up the last card in his claw.

"Which is!?" Yelled Brisk.

"Blackwing - Kalut the Moon Shadow, When I discard him during the battle phase, I select one monster on my field, and it gains 1400 attack! Making Gram 3600, just like your Buster Blader at full power!" Gallus clenched his claw into a fist nd points it at Brisk.

"NO! I had you! I was gonna win!" Yelled Brisk.

"Gram, attack Brisk and end this duel!" Commanded Gallus. Gram flew right at brisk and slashes him with his sword.

[Brisk Bronco vs Gallus: Winner Gallus]

Immediately, All of Gallus's friends begin clapping for him. There were even other students in the arena clapping for Gallus. He smiles at the crowd before looking back at Brisk. He stands up and uses his hoof to fix his hair. He looks over at Gallus with narrowed eyes.Brisk then begins to walk over to him. Gallus braces himself for whatever he may do. Brisk stops directly in front of Gallus, who held his breath. That's when Brisk held out his hoof to him.

"Congratulations Gallus, you finally beat me one on one." Brisk said gracefully. Gallus lets out a long breath and began to smile.

"Heh, thanks Brisk." Said Gallus as he shook his hoof.

"Wow, Brisk really has changed." Smiled Silverstream and she began clapping again.

"Yeah, I was still expecting him to take that a little harshly, but he didn't." Said Sandbar.

"Yeah, well we both learned a hard lesson last year." Said Roulette. Before standing up and approaching Brisk.

"Think we are gonna head out, thanks for the duel Gallus, that was fun." Brisk winks at him.

"Yeah it was, can't wait for a rematch." Said Gallus.

"heh, Yeah, me too." Said Brisk. He then walks out of the arena with Roulette. By now, Gallus's friends have exited the stands and are now next to Gallus.

"They seem to be close friends now." Silverstream noted.

"Nope, I think they're even closer." Said Ocellus.

"How can you tell?" Asked Smolder, looking to Ocellus.

"As a Changeling, I have my ways." Said Ocellus with a smirk.

"Welp, didn't need to know that." Said Gallus looking a little fearful.

"You are probably just worried that because I'm sensitive to love, that I know that you are crushing on some creature." Ocellus teased.

"NO I'M NOT!" Yelled Gallus while blushing like crazy. The group then begins to laugh. While Gallus continued to blush hard.

"Oh you so do, come on Gallus who is it?" Teased Smoler, nudging Gallus with her elbow.

"It's you." Gallus stated plainly.

"....What?...." Said Smolder as her smile disappeared.

"hehe, Gotcha" Gallus then winks.

"Why you!" Said Smolder, who was now blushing also. Once again everyone laughed. Soon Everyone's laughter dies down as Sandbar looks up at the clock.

"Hey guys, it's almost 2 o'clock. We need to get to class." Said Sandbar.

"Shoot! I almost forgot!" Said Silverstream picking up her backpack.

"Yona gotta go, next class on the other side of school." Yona said, waving to her friends..

"Yeah, mine too, see you guys" Said Gallus. They all said their goodbyes so that they all could get back to their classes.

End of Chapter 2

Chapter 3: The New Kid (E)

The students were in the courtyard of the school, by now the last class had just finished for the day, and the six were lounging around, gossiping, telling jokes, and how their classes were going.

"Now having duel spirits of our own, Professor Fluttershy's class makes a lot more sense." Said Gallus as he lounged up against a tree with his claws behind his head.

"Yeah, and hopefully you started treating your cards better." Joked Ocellus as she was sitting on the ground.

"I have, but give me some props though. If I hadn't mishandled my cards before, we probably wouldn't have been tested by the tree." Said Gallus smuggly.

"I don't think that's entirely true. I believe we were destined to be the holders no matter what, the Tree was just picking the perfect time to test us." Said Sandbar while trying to get comfy while laying on a huge rock.

"Like being trapped underground while we were all arguing with each other? Honestly, I think its timing could use some work." Said Smolder unamused crossing her arms.

"Aren't you six supposed to keep hush hush about all of this?" Said a voice behind them.

They all turned to see who was talking, it was Spike. He stood there smiling while holding a clipboard, and had a lanyard around his neck. He had his wings and even started to grow a little bit.

"Hey there Spike, we made sure no one can hear us." Said Smolder sitting up straight.

"Heh, I know, I'm just giving you a hard time." Spike winked.

"You look all official, you got a promotion?" Asked Sandbar.

"Yep I have!" Said Spike Proudly standing tall and puffing out his chest. "Last year I mainly worked custodial and helped with the scheduling with Twilight. But this year, she made me the School's Secretary!"

"Wow! Congratulations! That explains why we hardly saw you last year." Said Silverstream poking her head out of the tree Gallus was leaning against.

"Yep, Hopefully you will get to see me a lot more this year." Spike placed his claws on his hips.

"I got a quick question for you Spike." Said Gallus.

"Huh? What is it Gallus?" asked Spike, giving him his full attention.

"You are pretty closely connect to the elements aren't you?" asked Gallus.

"Well, yeah kind of, Why do you ask?" Spike questioned.

"Well, I'm just wondering, are you able to see duel spirits at all?" Asked Gallus. The other students lean in, interested in Spike's response.

"Oh, no I cannot. Only Element bearers or Alicorns that are connected directly to the realm of duel monsters can see them." Said Spike sounding somewhat disappointed. "Since I am not an Element holder myself, or an Alicorn,... or a connection to Duel Monsters... I don't have that connection to them Twilight and you all do."

"I see, well you are still a duelist right?" Asked Gallus.

"Oh yeah! I still duel! I love dueling. With Twilight's help, I was able to gather enough cards for my very own deck!" Said Spike With a smile, brightening back up.

"What kind of deck is it?" Asked Smolder.

"It's an Armed Dragon deck!" Said Spike. He reaches to his deck sleve on his hip and pulls it out.

"Armed Dragon huh? That's a pretty challenging deck. Wanna have a quick duel Spike?" Smolder smirks.

"Funny enough, That's exactly why I came looking for you, but I'm not the one dueling." Said Spike as he puts his deck away.

"What does Purple Dragon mean?" Asked Yona.

"Since this a brand new year, we have a whole new influx of new Students. As Secretary, I'm just organizing the new student files, and there is one pony who was... how do I put it?... Not performing his best at the audition duels." Spike was reading off his clipboard. "Because of this, we were not sure what dorm he should be in yet since it was obvious he held back during the audition. He's finally agreed to a new audition duel and hopefully, we can properly place him in his designated dorm.``

"And you want one of us to duel him?" Asked Silverstream.

"He has specifically requested one of you six to be his opponent." Spike pulled down the board so he could see them.

"Well, alright, we'll help out." Sandbar climbed off the large rock rubbing his back.

"That's great to hear! He is in the arena now." Spike smiled. The group would then follow Spike to the Arena so that one of them may duel this new kid. As they enter the arena, the new kid sat in the center of the arena, fidgeting with his duel disk, It looks like he has been messing with his duel disk for awhile since it looks as if he had took it apart to see how it worked and put it back together, but poorly.

"Hey there Gizmo! I'm back, and I brought you the opponents you requested." Said Spike. The colt, who was called Gizmo, turns to look at them. He had a jet black mane, with merigold fur and was wearing a black hoodie. He stands up and faces them, he is a little skinny, but surprisingly a little tall. He also had a level of shyness to his demeanor.

"Hi sir, thank you for getting them. I'm sorry I'm causing a lot of trouble for you." Gizmo turns his head to hide his face with his hood.

"Hey don't worry about it. You're not causing any trouble." Spike reassured. Sandbar then approaches Gizmo.

"Hey there! I'm Sandbar, Obelisk blue and Sophmore. This is Smolder, Ocellus, Silverstream, Yona, and Gallus. Welcome to the Duel School." Said Sandbar as he held out his hoof. Gizmo looks down at his hoof and then slowly reaches towards it and shakes it.

"Hi...Wow, it's really you. The next generation of the Elements!" Gizmo was beggining to smile.

"Heh, yeah. It's nice to meet you." Said Sandbar.

"It's an honor to meet all of you! Mr. Sandbar, would you mind being my opponent?" Asked Gizmo, still shaking Sandbar's hoof.

"That would be no problem at all." Sandbar was already putting his game face on.

"All right! Let's duel!" Yelled Gizmo darting towards the other side of the arena.

"Hmmm, that's weird." Said Spike, scratching his chin with his claw.

"What's weird?" Asked Smolder as the group went to the stands to sit down.

"This entire time, Gizmo has been very shy. But after meeting all of you, he instantly started opening up." Said Spike.

"Maybe he just really wanted to meet us." Suggested Ocellus.

"We're famous! Of course he wanted to meet us." Said Gallus loudly as Sandbar and Gizmo activated their Duel Disks.

"DUEL"

[Sandbar 4000/ Gizmo 4000]

"Ok, I will start us off if you don't mind." Said Gizmo as he drew. "First, I place one monster face down. Then that will be it for me."

"Not a bad first turn. I draw." Said Sandbar. "I summon the Armageddon Knight. {1400atk. 1200def. Lv4} When this card is summoned, I can send one dark monster from my deck, to the grave. I send my Gaia, the polar knight to the grave. Now my knight will attack your face down!" The knight raises his cutlass and is about to stab the card. That's when a giant robot hand quickly reaches out from the card and grabs the sword. slowly a brown robot emerges and holds the knight up by his arm, and then punches him hard, sending him back to the otherside of the field.

"Sorry there Sandbar, But you attack my Boot-Up Soldier - Dread Dynamo, he is a level four Monster with 2000 defense points." Gizmo was smiling bigger than ever.

"But he also has 0 attack, he poses no threat." Sandbar raised an eyebrow at the monster.

"Not for long." Said Gizmo with a smirk. Sandbar gives him a side smile.

"Very well. I set one card and end." Sandbar bows his head as he ended.

[Sandbar 3400/ Gizmo 4000]

[Sandbar 4 cards/ Gizmo 5 cards]

"My turn, I now draw." Said Gizmo. "I summon Yellow Gadget. {1200atk. 1200def. Lv4} And since I summoned him successfully, I add the Green Gadget from my deck to my hoof. Now that I have a gadget on the field, my Dread Dynamo gains 2000 attack, who I now switch to attack mode!" The Brown robot stands tall and lets out a robotic battlecry to signify its powerup. "Dynamo, attack his knight!" The Robot raises his fist and brings it down hard. on the knight, crushing him. "Now since you're wide open, my Yellow Gadget will slip in to attack you directly." Yellow Gadget turns to its side and then starts to roll at Sandbar. It rolls faster and faster till it strikes him, knocking him over. Yellow Gadget then returns to its normal position. "I now end my turn." Sandbar slowly gets back up to his hooves and faces Gizmo.

"Dang buddy, I was not expecting a monster with that effect. You got me good." Chuckled Sandbar with a smile as he drew. "But now it's my turn, and now that I control no monsters, I can normal summon this, Gaia the Magical Knight! {2300atk. 2100def. Lv7}. His effect allows me to summon him without a tribute if I don't have a monster on my field, and his name is treated as Gaia the Fierce Knight! Next, I will play this, the spell Spiral Fusion! This card is like polymerization, I use materials on my field and in my hoof to fusion summon. I combine the Gaia on my field, with the Curse of Dragon in my hoof to fusion summon Gaia the Dragon Champion! {2600atk. 2100def. Lv7 Fusion.}"

[Sandbar 1600/ Gizmo 4000]

[Sandbar 3 cards/ Gizmo 5 cards]

The Dragon Champion takes its place on the field and gives out a battlecry as bright aura shines around him. He then aims his lance directly at Gizmo.

"Whoa, what's happening to your monster?" Gizmo points his hoof at Sandbar's monster.

"It's the effect of my Spiral Fusion Spell card. If I use it to summon Gaia the Dragon Champion, his attack is doubled, and he can attack twice!" Said Sandbar smirking.

"WH-WH-WHAT!?" Gizmo stuttered.

"That means his attack is 5200!" You won't be able to handle my battle phase buddy. Sorry to end you so quickly." Said Sandbar. "Gaia, first attack his gadget, then get his dynamo!!" Gaia swoops down and pierces the robots with his lance. When both monsters blow up, it knocks Gizmo off of the arena and his life points drop down to zero in seconds.

[Sandbar vs Gizmo: Winner Sandbar]

Sadbar was the first one to check on Gizmo, concerned in case he was hurt. Gizmo slowly sits up and rubs the back of his head.

"Dude...I lost so quickly... and... I thought pulled a good trick on you." Said Gizmo in a disappointed tone.

"Hey man, don't worry about it that much." Said Sandbar offering his hoof to him. Gizmo takes it and Sandbar helps him back up. "I know it felt like I went all out on you, truth be told, You had a killer strategy. Your Dynamo Soldier has a wicked cool effect. It almost cost me the entire match. But it had a flaw, You need to protect your monsters. Once your monsters are beaten over your strategy falls apart. Here is my suggestion to you: You need trap cards. Trap cards can protect your monsters and your life points."

"Yeah... I think you're right." Said Gizmo, hanging his head.

"Buddy, I didn't mean to embarrass you. But You can't take it easy on someone. This school is the real deal. It prepares you for pro-league. If you take it easy on yourself and others, you won't learn anything. Understand?" Sandbar spoke sternly, yet reassuring to Gizmo who slowly raises his head to Sandbar and nods.

"Yeah, I do. I promise to try my best." Gizmo promised. Sandbar smiles at him and offers him a hoof bump. Gizmo lightly smiles back at him and then hoof bumps him.

"That was an interesting duel you two. I think we have the data to finally put you in a dorm Gizmo." Said Spike approaching him, looking at his clipboard again.

"Which one will I be in?" Asked Gizmo anxiously.

"You will be a Slifer Red." Said Spike.

"Oh jeez..." Gizmo began to hang his head again.

"Hey hey hey, chin up buddy. You won't be a Slifer Red forever. Just work on your strategies and focus on what I told you, and you will excel the ranks in no time." Sandbar pats Gizmo on the shoulder.

"...Ok, I trust you." Said Gizmo. Spike then leads him out of the arena so that he may get his jacket and find him a room in the Slifer dorm.

"Dude Sandbar! That card you have is awesome!" Said Gallus as all of Sandbar's friends approach him.

"Thanks! It was a birthday present from my dad. He seen how well i'm doing here and said this card would be very useful to me." Sandbar smiled.

"It's more than useful! It gives you a 5000 plus beat stick that can attack twice per turn!" Said Smolder

"Yona scared of friend Sandbar deck now." Yona half joked.

"Oh come on you guys, it's a good card, but I don't think it's a game changer." Said Sandbar. Soon all the creatures would also leave the arena, leaving it empty. From a dark corner, a Shadow with bright yellow eyes watches them leave. As soon as they are gone, the shadow seeps out through a window.

End of chapter 3

Chapter 5: Mutual Discord (E)

Classes. Something everyone has a hard time getting used to after being away for the summer. The six students were bored out of their minds while attending headmare Twilight's History of Dueling Strategies class.

"Most of the time, whenever your opponent decides to pass their turn without attacking you, you must be observant. Look at your opponent's playing field, like if you see a card face down. This is one of the oldest forms of baiting seen in the game where your opponent has laid a trap for you to fall into by attacking them instead." Lectured Twilight as she points to her chalkboard diagram with her hoof. Ocellus, Silverstream, and Sandbar paid close attention, but Smolder had her hand resting on her cheek, Yona was daydreaming and looking off in a different direction, and Gallus had fallen asleep. Eventually however the bell rang which perked up all the bored students.

"Class is dismissed, for homework I would like for you all to write down at least 5 card names that are able to negate the infamous battle trap, Mirror Force. Have a great rest of your day!" Twilight smiled warmly at the students as they all packed up their notes. The students got up and then left the classroom together to talk amongst themselves.

"I can't believe how much I missed classes! I love learning more about the different strategies duelists use to win." Said Ocellus with a wide smile.

"If you say so, I'd rather play the game than listen to someone who talks about others playing it." Said Smolder with an unamused face.

"Don't let Professor Pinkie hear you say that. She has been surprising students with unexpected surprise duels to quiz them. She could surprise you too." half joked Sandbar.

"Uhh... Yona may need help with homework. Can friends have study group?" Yona asked her friends.

"That sounds like a lot of fun." Silverstream exclaimed loudly.

"The homework is pretty easy in my opinion. Cards that stop Mirror Force, three words. Mystical. Space. Typhoon." Said Gallus smugly as he used his claws to count each word.

"You know M.S.T. doesn't actually stop Mirror Force right Gallus?" Sandbar turned his head to look at Gallus.

"What!? Of course it does, M.S.T. stops everything." Gallus was pretty confident in his statement.

"Sandbar is right, Gallus. The effect of Mystical Space Typhoon states that it destroys the card, not negates it. If Mirror Force is flipped face up and you use M.S.T., though the card is destroyed, its effect still activates." Ocellus informed as if she was reading right off her notes.

"You guys are crazy, here, let's test it. Let's go to the arena and find out." Said Gallus. The others shrug their shoulders and then follow Gallus to the arena. They get to the entrance of the arena and look at the time sheet. To their disappointment, there was a duel scheduled by someone else at this time.

"Aw man, Someone has booked a duel for this time." Said as he frowned looking at the sign-up sheet.

"Well, that's fine. We can sit and watch this duel and wait for it to end, then we can use it when they're done." Sandbar said.

"Sounds good to me." Smolder smiled.

"Who is dueling right now?" Asked Silverstream. Gallus leans in closer and he suddenly grows still.

"....Discord..." Gallus's tone sounding dreadful.

"DISCORD!?!?!?" They all yell at once.

"Oh! Did somepony say my name?" Said a voice behind them. They all turned around quickly, but no one was there. confused, they all frantically look around to see where he could possibly be. They all can't see him till slowly, in unison they all look towards the ceiling. There, they see discord sitting in a chair upside down on the ceiling, defying gravity, drinking a cup of tea, Every single one of the students looks unamused.

"Do you six need something." Discord says smuggishly as he takes a sip of his tea.

"No, actually. We came here to use the arena." Said Sandbar in a monotone voice.

"Oh really? Well I have a duel scheduled for right now, maybe when I'm done you can use it." Said Discord slowly descending from the ceiling and landed on his feet. The students roll their eyes. Neither of them have forgotten the time he messed with the Spellbengers Hunt last year.

"Well if you excuse me, my opponent is waiting." Said Discord walked past them and entered the arena.

"How did Discord book a duel? He isn't affiliated with the school." Smolder huffed loudly.

"Well...After the incident with the Spellbenger hunt, Twilight did finally give him a job here." Sandbar regretfully informed his friends

"What kind of job?" Asked Silverstream. Sandbar sighs heavily before answering.

"Dean of Students." Sandbar said which causes all of them to groan.

"Oh great, now we have till graduation to deal with Discord's shenanigans." Ocellus deadpanned, looking completely unamused

"Yona not like chaos creature too much." Yona kicked at the ground as she spoke.

"Hopefully, now that he is included, his attitude will mellow out." Said Gallus hopefully as he and the rest of the students enter the arena. They all enter the stands and sit down. Within seconds, all the lights go out and a spotlight turns on in the middle of the arena. There standing in the light was Discord, a microphone descends from the ceiling and Discord clears his throat before speaking into it..

"Ladies and Gentlecolts! Welcome to the greatest duel you will ever see in your life!" Said Discord speaking into the microphone. The students groan again as some of them slump in their seats. Of course Discord has to put on a full performance just to be annoying. "In this corner, we have a fan favorite. The one thousand time Duel Monster World Chaos Champion, The famous and infamous, the mean mean dueling machine, DISCORD!!!" a second spotlight flicks on to show a clone of Discord he has made is standing on one side of the arena. The clone blows kisses to the crowd and waves to the stands.

"Thank you! Thank you! You are far too kind!" The clone was blowing kisses to the crowd, which only compossed of the student six.

"And now for his opponent!" Said the first Discord. "You know him, you hate to love him and love to hate him, DISCORD!" a third spotlight flicks on on the other end of the arena to show a third Discord, a second clone.

"Oh my! What a wonderful crowd!" Said the second clone also waving to the stands.

"OH BROTHER!" Smolder calls out.

"Discord, did you set all this up, just for a joke?" Asked Sandbar as he crossed his hooves.

"No." All Three Discords say at the same time.

"Then who is your real opponent?" Gallus glared at the chaos lord. The two clones quickly dart towards the Discord in the middle and morph back into him. A "Twang" sound is heard as the clones join back into the original.

"Hmmm... Well first I asked Fluttershy but she was busy with the animal sanctuary, Rainbow Dash has Wonderbolt practice, Applejack said no, Rarity is on a tight schedule with her dresses, Pinkie has detention duty, and Twilight has papers to grade. So...No one." Said Discord said plainly.

"Then WHY did you schedule a duel when no one agreed to duel you!?" Bellowed Smolder heavily annoyed.

"Well I already scheduled it before I started asking, hoping to get an opponent before then. I like to duel too, you know?" Discord pulled out his deck and held it in his hand. The top card suddenly grows legs and stands up, it tries to run down discord's arm. "Ope! Oh no you don't." Discord points at the card with his other hand and zaps it with magic and it quickly goes back to being a normal card. He picks it up and places it back on his deck. The students begin to face hoof/palm. "Well, wait about one of you six. Would you like to duel me?"

"Nope! Not me!" Smolder shook her head.

"Me neither." Gallus crosses his claws.

"No." Yona was annoyed by discord's antics.

"I don't know..." Ocellus was unsure she wanted to.

"I'll pass." Sandbar looks off in another direction with an unamused face.

"...I'll duel you." Silverstream accepted. Almost in unison, all the other students look at Silverstream with widened eyes.

"WHAT!?" They all yell out.

"You will!?" Said Discord excitedly. "I mean, alright whatever." He pretends to not care that much. "Shuffle your deck and let me know when you are ready." Discord grew two more arms and then began to rapidly shuffle his deck as he took his place in the arena.

"Silver, are you nuts!? He's crazy!" Gallus looks at Silverstream like she was nuts.

"Yeah, but remember last year. He only acted that way because he was left out. I personally don't want that to happen again. And...well. If we make an attempt to be his friend, he may take it easy on us. We have our whole lives to be around him since being element bearers. Might as well make friends now." Said Silverstream as she got up from her seat and approached the arena. They all look at each other, she did have a point.

"Prepare yourself Silverstream! As I assure you, my deck is pretty wacky, wackier than me." Discord's own arm then morphs into a duel disk. "Well, maybe not. Hoo hoo hoo!" Discord chuckled to which Silverstream sighs and activates her duel Disk.

"DUEL!"

[Silverstream vs. Discord]

"I will start us off dearie...Hmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm... " You know what, you start. I can't decide what to play first." Said Discord. Silverstream rolls her eyes.

"Fine, I draw." Said Silverstream. "I activate Moray of Greed, I shuffle two water monsters into my deck and I draw three cards." Silver draws her cards and smiles. "Awesome! I summon Hammer Shark. {1700atk. 1500def. Lv4} I now activate his effect, I can lower his level by 1, making him a level 3 monster, and when I do that, I can special summon one more level 3 monster from my claw. I special summon Tripod Fish {300atk. 1300def. Lv3.} I now build the overlay network, Xyz summoning Submersible Carrier Aero Shark! {1900atk. 1000def. Lv3 Xyz} I will now end."

"Awesome first turn Silver!" Yelled Gallus from the stands

"Yes, I suppose that was ok, but now it's my turn. I draw." Discord acted like he wasn't impressed as he looks at his hand. "Hmmmm, oh, ho yes. I activate the spell card, Toon Table of Contents."

"TOONS!?" Yelled Ocellus, her eyes widening.

"Whatsa toon?" Asked Yona, looking at Ocellus.

"Toon monsters are very VERY mischievous! Silver needs to be very careful or she'll play right into Discord's hands." Ocellus was now on edge, worried for her driend as she was up against a very brutal deck.

"Isn't Discord like well over 1000 years old? Why does he still like cartoons?" Gallus deadpanned.

"With this card, I add any Toon card from my deck to my hand, I add the delightful field spell Toon Kingdom! And now, I activate it!" Said Discord. A large book lands behind Discord and opens up, a giant colorful castle springs up from the book. Circus music can be heard playing from the castle and Discord has the biggest smile on his face. Silver and the rest of the students look very confused except for Ocellus, she had a fearful look on her face.

"Ooh-Hoo-hoo! Welcome to the world of toons!" Said Discord as he twists his body from side to side. "While Toon Kingdom is on my field, it is treated as Toon World, and you can't target my toon monster with card effects! Now, since you control a monster, and I don't I can special summon this, Toon Cyber Dragon! {2100atk. 1600def. Lv5}. Toon Cyber dragon jumps out of Toon Kingdom and lands on the field, It sticks its tongue out at silver and then snickers.

"What the!? That's Cyber Dragon but...Well look at it!" Sandbar was disturbed by the abomination on the field.

"It's super weird, who would ever use a card like that?" Asked Smolder as she cringes.

"Discord would." Said Yona with an unsurprised look.

"Now, I place one card face down and end." Discord was smirking pretty heavily now.

"What? You're not gonna attack?" Asked Silverstream. She instantly remembers what she heard in class today, she narrows her eyes and smirks. "Ok Discord, Then I draw. My turn to activate a field spell, I discard Warrior of Atlantis from my claw to add A Legendary Ocean to my claw, I too now activate it."

[Silverstream 4 card/ Discord 4 cards]

A Large temple rises behind Silverstream and the side of the arena seems to flood with water, stopping right at the edge of Discord's side.

"This card is treated as Umi, and all water monsters gain 200 attack and defense points." Silverstream was pretty confident in herself. "Finally, all water monsters in our claws have their levels reduced by 1. Now I summon Metabo-Shark! {1800 + 200atk. 500 + 200def. Lv5} Now, My cruiser Shark has enough attack points to destroy your monster, but since they are evenly matched, they'll both be destroyed. But first, I will activate Mystical Space Typhoon to destroy your face down!"

"Egad!" Yelled Discord in distress as his card was destroyed.

"Nice job Silverstream!" Smolder pumps her fist, cheering for Silverstream.

"See, told ya, MST counters everything." Said Gallus smuggily.

"No, Not good." Ocellus was even more worried as she was the only one not impressed by Silverstream's move.

"Why not, friend Silverstream stopped trap card." Yona looked to Ocellus.

"That face down card was all a ruse. She should have used Mystical Space Typhoon to destroy Toon Kingdom, Discord wanted her to use it on his face down. Toon Kingdom is much more dangerous than any trap." Informed Ocellus, her eyes still locked on the duel.

"...How dangerous?" Asked Sandbar. Ocellus only pointed back to the field to gesture to them to just watch.

"Now that you are wide open for an attack, I attack your Toon Cyber Dragon with my Cruiser Shark!" Yelled Silverstream. Cruiser Shark quickly swims towards Cyber Dragon. Toon Cyber Dragon's cartoonish eyes widen up as big as his body with a loud "BOING" sound is heard as the shark darts towards him. When the shark collided with the toon, there was a huge explosion. "Heh, now with my second Shark, I will attack...you...directly?" As the smoke clears, it shows that Cruiser shark was destroyed, but Cyber Dragon was still there. It had arms and was filing his nails, looking completely bored. He soon notices Silver looking at him and he quickly pulls his arms back into his body and goes back to his battle stance. All the Students except for Ocellus had wide eyes and their mouths gaped open.

"HEY! Wha..Bu...but HOW!?" Silverstream stutters, completely shocked that Toon Cyber Dragon was unharmed.

"Oh dearie it's because of Toon Kingdom. Anytime you target a toon monster by battle or by card effect, I can simply banish the top card of my deck face down, and my monster can't be destroyed." Discord chuckled lightly as he smirks at Silverstream.

"NO WAY!" Yelled Gallus.

"No...nononono! Ah! I can't do anything else! I have too end..." Silverstream was beggining to panic.

"Very good, and now it's my turn. Now My toon Cyber Dragon will attack you, Hehehe, Directly!" Said Discord with a smirk.

"But, I still have a monster!" Protested Silverstream. It didn't matter though, Toon Cyber Dragon Smirks and slithers right past her monster and then proceeds to hit her with electricity from its mouth. Silverstream lets out a yelp from the shock as Cyber Dragon snickers and slithers back.

"No fair Discord! You're cheating!" Yelled Smolder standing up and pointing at him.

"What??? You're accusing me of using my chaos magic to cheat during a duel?" Discord said innocently.

"Yeah, we are!" Said Gallus as all of them had angry expressions on their face.

"Guys...He's not cheating." Ocellus had a regretful look on her face.

"What!? Cell look at this! This duel is rigged!" Smolder had both her arms outstretched towards the arena as she spoke

"It's not, that's how toons work. As long as you don't have a toon yourself, Toon monsters can attack you directly." Said Ocellus, again not taking here eyes off the duel.

"What kind of monster would make a deck like this?" Asked Sandbar.

"Oh I did." Said Discord said plainly.

"YOU!?" They all yelled out.

"Yep, Back when I was a bad boy, I created my deck to go up against both Celestia and Luna. It almost beat them until I got a decent helping of those Elements of Harmony. When I was freed, It would have been a waste to just throw them away, So Industrial Illusions turned it into a card deck for me. 1000 years ago, duel monsters didn't use cards you know." Discord crosses his arms as he looked up at the students.

"That's insane!" Said Smolder.

[Silverstream 1900/ Discord 4000]

[Silverstream 2 cards/ Discord 5 cards]

Silverstream was panicking, one more attack like that will destroy the rest of her life points. She drew her card and tried to come up with a new strategy.

"Ok....I...set two cards face down, and then I activate the continuous spell Aquarium Set, All Water monsters gain an additional 300 attack. Combined with my field spell, That 500 extra attack. Now Metabo Shark has 2300 attack. Now that my monster is stronger, I can attack your monster." Said Silverstream.

"Really? Didn't we just establish that my monsters can't be destroyed if I banish one card from my deck?" Said Discord, placing his hands on his hips.

"I didn't forget, but you will still lose life points!" Said Silverstream. Metabo Shark darts towards Cyber Dragon. He lets out a high pitched girly scream before being viciously bit by the shark. Discord looks unamused as he banishes a second card.

"With that, I end." Said Silverstream.

"I draw, and I don't even need to look at it. All I need to do is attack and I win. Toon Cyber Dragon, win me this game." Said Discord. Toon Cyber Dragon smirks and opens his mouth and charges up his attack.

"Hold on Discord! I activate my trap!" SIlverstream held out her claw as her card flips face up.

"Sigh ...Do I need to remind you that my toons also can't be targeted by card effects either." Discord leaned his head back in boredom.

"And you need to stop underestimating me, because my card doesn't target your monster, I activate the trap, Nutrient Z! Right before I take 2000 or more damage, I gain 4000 extra life points right before the damage!" Yelled Silverstream. Right before she is struck by Cyber Dragon's Lightning, she gets a huge gain to her life points.

"How annoying." Said Discord now looking at his hand. "I place one card face down, and I summon Toon Gemini Elf!" {1900atk. 900def. Lv4}.

[Silverstream 3800/ Discord 3800]

[Silverstream 1 card/ Discord 4 cards]

"I...I'm gonna lose...I can't withstand two attacks next turn...And I got nothing!" Yelled Silver as she looked at the last card in her claw. It was useless at this point.

"She's lost all focus, Discord has completely psyched her out." Gallus looked worried seeing how desperate Silverstream had become.

"Yeah, that trick of having her waste her MST has thrown her off, and now she can't think ahead." Sandbar frowned as he looked at his friend.

"Silver! Look at me!" Ocellus yelled out. A panicked Silverstream looks over at Ocellus. "You need to calm down, control your breathing, and draw your card. The duel is never over until the last card is drawn, your next card could win you the game." Silver blinks a few times while Discord raises an eyebrow, he has heard Fluttershy say the exact same thing from time to time. 'A duel is never over until the last card is drawn.' Silver takes a deep breath and closes her eyes. She draws her card and her eyes widen.

"Hey! This could work!" Said Silverstream smiling. Ocellus smiles and leans back in her seat. "I summon Deep Sea Diva. [200 + 500atk. 400 + 500def. Lv2 Tuner} When she is summoned, I can special summon a level 3 or lower Sea Serpent monster from my deck, I summon Legendary Atlantean Tridon! {1600 + 500atk. 800 + 500def. Lv3} Now, I flip my last face down to activate Call of the Haunted. This allows me to special summon one monster from my grave, I summon back my Tripod Fish. Now his effect activates, since he was special summoned, I can raise the level of one of my monsters, I choose Deep Sea Diva to make her level 3. Now with Tripod Fish and Deep Sea Diva, I tune for 6, Synchro Summoning Coral Dragon! {2400 + 500atk. 500 + 500def. Lv6 Synchro.}" Silver's friends clap for her spectacular move. Silver looks up at Coral Dragon, sad the real one wasn't here because of what the Pony of Shadows has done. But she turns her attention back to Discord. "Now, I activate Coral Dragon's effect. I discard the last card in my hoof and I can destroy any card on your side of the field, I destroy your Toon Kingdom!" Discord reached for his duel disk, like he was going to activate his face down. However, looking at Silverstream's hopeful expression, and seeing all her friends root for her, despite being backed into a corner this whole duel. He narrows his eyes, and then relents, allowing his field spell to be destroyed. The walls of the castle crumble as the field spell is destroyed. Now Silver's friends are cheering for Silver for getting rid of Discord's most devastating card.

"...When Toon World, or a card renamed to Toon World is destroyed, My Gemini Elf is destroyed as well." Said Discord now shows no emotions as his Gemini Elf is destroyed as well.

"Now Coral Dragon, Destroy Toon Cyber Dragon!" Coral Dragon leans its head back as it charges its attack. Cyber Dragon's jaw drops all the way to the floor as it's see's Coral Dragon's attack. Coral Dragon then fires a jet stream of water at Cyber Dragon. Cyber Dragon Yells out in a cartoony little girl's voice and is destroyed. Discord remains silent. "Now Discord, With Metabo-Shark and my Tridon's combined attack will finish you off!" With the two Monster's combined attack of 4400, Discord is swiftly defeated.

[Silverstream vs. Discord: Winner Silverstream]

Silver's friend's clap and cheered for her as she somehow stole the victory. Silverstream smiles wide and looks towards her friends in pure excitement. Her friends join her on the arena to congratulate her. Discord watches them as he looks down at his duel disk. He gathers up his deck, and the last card he picks up was his unused face down card. He looked closely at it. It was Toon Terror, this card would have easily negated Silverstream's Coral Dragon's effect, but he chose not to activate it. He looks at the students again all smiling and happy together. He sighs again and places the card back in his deck and turns to leave till he hears Silverstream's voice behind him.

"Hey Discord!" Silverstream called to the Chaos Lord.

"What is it?" He asks as he turns his head.

"That was a great duel! Thanks for dueling me, that was fun." Said Silverstream with the brightest smile. Discord was actually able to give a slight smile back at her.

"Yeah, you too." Said Discord as he snaps his fingers and then teleports away.

"I can't believe you somehow pulled that off, that was nuts!" Sandbar exclaimed

"Toons look cute, but are very brutal." Yona shivers at the thought of having to go against them herself.

"That has to be the hardest duel I have ever been in." Said Silverstream. "That was harder than the duel with Starlight last year."

"No kidding, I was anxious about it just watching it." Said Ocellus

"I could take him." Said Smolder smuggishly.

"Now that that's over, now I can prove to you guys M.S.T. can stop Mirror Force." Said Gallus, he then looks to Sandbar. "Come help me prove it Sandbar.

"Whatever man, I'm telling you it won't work." Said Sandbar as they both take their places on the arena. The others stand off to the side to see the demonstration.

End of Chapter 5

Chapter 6: Not Worthy (E)

It was late in the evening, class was done for the day. The Pillars and the Mane 6 were outside in front of the school with the students. They were doing one of their many lessons on the elements of harmony to try and help the students fully hone into the elements.

"When you fully hone into your element, you will be able to call upon it, whenever you want. When you do, your body will be filled with magic, allowing you to pull off the most incredible feats in accordance with the element you possess." Somnambula Explained carefully. "For Rockhoof, it is strength, Mistmane is beauty, Starswirl is sorcery, and so forth. With your professors, they have continued that with Applejack representing honesty, Rarity with generosity, and Twilight With magic."

The students listened closely as Somnambula lectured. They stood side by side as somnabula sat in front of them in a meditation position

"I believe a demonstration will best for you, Rockhoof, if you could?" Asked Somnambula. They look behind Somnambula to see Rockhoof next to a giant boulder. He slowly and surely is able to lower himself down and rolls the massive boulder on his back. He seems to struggle a bit as he starts to do push ups. Sweat starts to pour from his body as he reaches 50 push ups. "Now watch as he now calls upon his element." Said Somnabula. The students watch as Rockhoof soon begins to glow, his pained expression soon turns into a smirk as he speeds up on his push ups. He easily gets to 100 push ups, then 150, and finally 200. He then rolls the boulder towards his shoulders and then uses his front hooves to lift up the boulder. Rockhoof stands on his hind legs as he then lifts the boulder high above his head. He stands there for a moment before throwing the boulder 30 feet away, like the boulder weighed nothing.

"Whooooooaaaaaa..." All the students say at once.

The Pillars and the Mane Six approach the students and then break up into six groups. Each Pillar, Mane, and Student grouping up with the same element. Flash Sentry and Rainbow Dash with Smolder. Fluttershy and Mage Meadowbrook with Sandbar and so forth. Each group were trying their best to lecture their student on how to fully connect and hone in to their element. Obviously however, many were running into their own problems. None had the most problems however than with the Magic group. Twilight and Starswirl were trying their best to teach Ocellus, but she was having the most difficulties.

"Alright Ocellus, as the holder of the Element of Magic and Sorcery, you should be able to excel in magic once you call upon your element." Twilight Explained while Starswirl remained silent. "Being a Changeling, you have access to the basics of unicorn magic, like levitation and teleportation. but that pales in comparison to your changeling magic of shapeshifting."

"Ok, I understand that." Ocellus nods in response.

"When you call upon your element, you should be able to unlock your full potential, using any at all magic spells without restrictions. You would have access to all unicorn magic, and your shapeshifting magic will be unmatched." Twilight smiles at her. "Are you ready to try?"

"Yes Ma'am." Said Ocellus enthusiastically. About an hour passes and no progress has been made by anyone. Every technique, strategy, and procedure has ended with failure. None of the students were able to hone into their element. No one was taking it as hard as Ocellus though. Being the Element of Magic, she felt as if it was her responsibility to get it right immediately.

"Easy Ocellus, you don't want to hurt yourself." Twilight places her hoof on Ocellus's shoulder.

"But... I need to get this right." Ocellus was panting as she had been straining herself.

"Take it easy. Another way to try and communicate to your element may require meditation. Deep thought upon magic itself could open up your inner magic. These things take time. None of us were able to do this on the first try." Said Twilight.

"But... This is important! More important than anything! With the Pony of Shadows out and about, I need to be ready before he strikes!" Ocellus protested. Twilight looks at Starswirl who has remained silent this entire time. She is practically asking for his input, any advice would help. Starswirl rolls his eyes before stepping forward.

"I think I know the reason for Ocellus's inability to hone with her element." Starswirl finally spoke up.

"And what might it be?" Asked Twilight. Starswirl looks at them both coldly.

"She is not worthy." Said Starswirl sternly. Twilight's eyes widen as Ocellus feels a tightness in her chest. The other elements nearby also hear him and they all grow silent to look at them.

"St-Starswirl!" Twilight was completely taken back by what Starswirl just said.

"Oh hush Twilight, I know you feel the same. Out of the three of us, who stands out?" Starswirl narrows his eyes at Twilight as he taps her chest with his hoof. "We are the element of Sorcery and Magic! My deck is full of spellcasters, your deck is full of spellcasters. What of her's? Not a single spellcaster resides in her deck, her duel spirit is a simple bug! How can one call themselves the Element of Magic and Sorcery and not use a spellcaster deck!? Now your own pupil, Starlight Glimmer, would be the perfect holder as her deck has spellcasters like us."

Ocellus could feel a pit in her gut, one of her mentors doesn't think she deserves to be an element holder. Twilight looks at Starswirl appalled by what he just said.

"Hey! Beardy! You can't treat Ocellus like that!" Smolder yelled from her group, standing up for her friend. Starswirl fires a glare at her upon hearing the ridiculous nickname, a very angry glare that seemed to pierce right through Smolder. Even to a dragon, Starswirl was intimidating, but smolder stands her ground. "You are not the one who determines who is and who isn't worthy of the elements! The elements chose us for a reason, so you will just have to deal with it!"

"Yeah Smolder! What she said!" Gallus joined in. Starswirl looks over at Ocellus who has remained silent and staring at the ground. Starswirl then looks back at the students.

"Fine, It's obvious she is worth a lot to you. But she needs to earn her worth to me." Said Starswirl as he levitates Ocellus’s and his own duel disk with magic. He slides his own duel disk onto his forehoof as he levitates Ocellus’s in front of her. She looks at it and then at Starswirl. "Duel me child, prove me wrong."

Everyone was taken back by Starswirl's challenge, though the Pillars were still new to the card format of the game, they had proven to be expert players. Someone challenging Ocellus to a duel of Starswirl's skill would be a one sided duel.

"Starswirl, you can't be serious." Twilight glares at Starswirl, finally putting her hoof down to him.

"I am beyond serious." Starswirl was unmoved by her protest.

"You can't, she is only a sophomore. She is no way close to your lev-" Twilight began to argue but was then cut off.

"Alright... I'll duel you." Said Ocellus looking back up with a face that lacked any emotion. She grabbed her duel disk out of the air and put it on. Twilight was a bit shocked by Ocellus's actions. She wanted to step in, but doing so would only prove Starswirl right. She and the others back off to give them the space for them to duel. They both face each other and activate their duel disks.

"DUEL!"

[Starswirl vs. Ocellus]

"I shall start, draw!" Said Starswirl, using his magic to hold and draw his cards. "I summon Rapid-Fire Magician to the field. {1600atk. 1200def. Lv4.} This card has the effect of dealing 400 points of damage to you for each normal spell I activate. Which I have one right here, I activate Dark Magic Curtain! I pay half my life points to special summon Dark Magician from my deck!" A black and purple curtain being held by a skeleton manifests on the field. The skeleton pulls back the curtain to reveal the Dark Magician, Staring coldly at Ocellus. {2500atk. 2100def. Lv7}. The Rapid-Fire Magician aims his staff at Ocellus and fires a magical blast at her. She flinches as she loses life points, But Starswirl remains stoic as he loses his. "With that, I end my turn."

"My turn, I now draw." Said Ocellus. "Since I control no monsters, I can special summon Primitive Butterfly from my hoof, In defense mode. {1200atk. 900def. Lv5.} Now I normal summon Gokipon! {800atk. 800def. Lv2.} I will end by placing one card face down."

[Starswirl 2000/ Ocellus 3600]

[Starswirl 4 cards/ Ocellus 3 cards]

"Ocellus no. Are you really trying to bait him into a trap card? He isn't going to fall for that." Said Gallus as he stood next to his friends as they watched.

"I'm not falling for that young lady." Said Starswirl as he drew. "I activate Mystical Space Typhoon to destroy your face down card!" As Ocellus's face down card is destroyed, she looks up at Starswirl with a worried look. "Mystical Space Typhoon is a quick play spell, so you are spared from Rapid-Fire Magician's effect, but he is the one you should worry about the least. As he is the one attacking your butterfly!" Rapid-Fire Magician aims his staff at the Butterfly and destroys it. "Now Dark Magician, destroy her Gokipon!" Dark Magician raises his hand towards the monster, causing change into negative colors and then shatter. Ocellus shields herself from the pieces of her destroyed monster. "I now end my turn. Pick a different strategy child, I will not fall for a simple trap card."

[Starswirl 2000/ Ocellus 1900]

[Starswirl 4 cards]

"You may not fall for a trap card, that's why the trap card was a distraction!" Ocellus stood tall and with a smirk. This causes Starswirl to raise an eyebrow at her. "I wanted you to think I was setting a trap for you, so you would focus your material in stopping it, and guaranteeing that you would attack me, because now I get to activate Gokipon's effect! I now add one insect monster from my deck to my hoof with 1500 attack or less. I add Pinch Hopper to my hoof and now for my normal draw. Alright! Ok, first I summon Pinch Hopper to the field. {1000atk. 1200def. Lv4.} Now I activate the spell card Eradicating Aerosol! This destroys all insects on the field, which means I destroy my own Pinch Hopper!"

"Why in Equestria would you purposely destroy your own monster? Your aerosol doesn't effect me at all." Starswirl narrows his eyes, thinking Ocellus had been waisting his time.

"So that I may activate its effect!" exclaimed Ocellus. "When Pinch Hopper is sent from the field to the graveyard I can special summon any insect monster from my hoof. I choose my favorite, Insect Princess! {1900atk. 1200def. Lv6.}" Insect Princess elegantly lands on the field and then takes a fighting stance.

"Cool, both Ocellus and Starswirl have their ace monsters out." Sandbar smiles, this duel was getting exciting already.

"Yeah, but the Dark Magician has higher attack points." Silverstream was a tad nervous for Ocellus..

"Friend Ocellus knows what she is doing. Yona has faith in her." Yona was smirking, she was confident in ocellus's skills.

"I will now have my insect Princess attack your Rapid Magician!" Ocellus commanded as Insect Princess glides towards the Magician and kicks him hard on the side of the head, destroying him. Starswirl barely flinches as he loses the life points. "Now I set 2 cards and end my turn."

"I draw." Said Starswirl. "I summon Blast Magician to the field. {1400atk. 1700def. Lv4.} He is not staying for long however, as I activate Magical Dimension. Since I control a spell caster, I can tribute my Blast Magician to summon a spellcaster from my hoof, I summon the Dark Magician Girl! {2000atk. 1700def. Lv5.}" Dark Magician Girl is summoned to the field and winks at Ocellus. She crosses her arms and stands back to back with the Dark Magician who also crosses his arms. "The effect of Magical Dimension doesn't end there. Now I can target one monster on the field, and destroy it, Say bye to your Insect Princess!"

"Wait! No!" Yelled Ocellus. It was futile though as Insect Princess began to groan before being destroyed.

"Now Dark Magician, attack Ocellus directly!" Commanded Starswirl. Dark Magician aims his staff at Ocellus and fires a magic beam at her.

"I activate my trap card! Butterspy Protection!" Ocellus grits her teeth as her trap activates in the nick of time. "I change your Dark Magician into defense position, and all damage I receive for the rest of this turn is halved!"

"You have earned yourself another turn, but this next one will be your last, cherish it. Dark Magician Girl, attack her!" Said Starswirl. As Dark Magician went into defense mode, Dark Magician Girl aims her staff at Ocellus and fires a beam of magic at her. Ocellus lets out a cry as she stumbles. "I will end my turn, your move child."

[Starswirl 2000/ Ocellus 900]

[Starswirl 2 cards/ Ocellus 0 cards]

"I'm... not out! I draw!" Ocellus felt lethargic, but she refused to back down. "I activate Pot of greed to draw two cards. Sweet! First I activate the spell Monster Reborn! to bring back Insect Princess!" Insect Princess is re-summoned to the field in her fighting stance. "Now I activate my face down, DNA Surgery! This is a continuous trap that allows me to change the type of every monster on the field for as long as this card stays on the field, I declare insects." Immediately, the Dark Magician and the Dark Magician girl begin to grow insect-like appendages. Dark Magician grows dragonfly wings while Dark magician Girl grows butterfly wings. "Now with the last card in my hoof, I equip Insect Princess with Laser Cannon Armor! This gives her 300 extra attack points, making her 2200! She will attack your Dark Magician!" While in defense mode, the Dark Magician's 2100 will not be able to withstand the attack. Insect princess delivers a hard kick and destroys him. All of Ocellus's friends began to cheer.

"Alright Ocellus! You destroyed his ace! Serves you right for talking smack about Insect Princess Beardy!" Smolder points at Starswirl, smiling wide enough to show her teeth.

"With that, Insect Princess's effect activates! She gains 500 attack points permanently by destroying insect monsters! Making her 2700! Even with Dark Magician Girl's effect, she cant beat my princess!" Said Ocellus with a smile. "I end my turn."

[Ocellus 0 cards]

"You destroyed the Dark Magician. Not many can say that while facing me, I draw." Said Starswirl. He had a faint smile on his face as he drew. "I set a card, and then end my turn."

"I mustn't underestimate you, I draw." Said Ocellus. She had hoped Starswirl would have done more on his turn, but it didn't matter to her. "Insect Princess, attack Dark Magician Girl!"

"If you want to Destroy my Dark Magician Girl, you have to find her first, I activate my trap card, Magical Hats!" A giant hat falls onto the Dark Magician girl and two more hats appear. The hats spin around before falling into place on the field.

"Choose wisely child, pick the right hat, and you will destroy my monster. The other two hats hold spell cards chosen by me that will be destroyed. make your decision carefully." Ocellus observes the hats, it takes her a minute before choosing.

"Insect Princess, destroy the middle hat!" Said Ocellus. Insect Princess kicks the hat hard, a card pops out of the hat . The card was the spell card Dedication Through Light and Darkness.

"And that is a miss." Chuckled Starswirl.

"No!... heh, but there is a one up from this. While in the hat, your card was treated as a monster, meaning it's technically an insect, giving my princess another 500 attack points, now she is 3200!" Said Ocellus. "I end my turn."

[Starswirl 2 cards/ Ocellus 1 card]

"I draw." Said Starswirl. "Magical Hats now disolves, revealing Dark Magician Girl to the field. I activate the spell Graceful Charity. I draw three cards, but I must discard 2. I set one card, then I activate the spell Card of Demise! This allows me to draw two more cards for a total of three... Perfect. I must wait before a turn as Card of Demise will prevent all damage to you this turn. For now I will end." Said Starswirl.

"I draw!" said Ocellus. "I summon Inzektor Dragonfly! {1000atk. 1700def. Lv3.} With a Dark Magician in your graveyard, Your Dark Magician Girl has 2300 attack, far too low to stop my Princess! Insect Princess, Destroy his Dark Magician Girl, Then Dragonfly, go for a direct attack!" Insect Princess Dashes towards Dark Magician Girl and kicks her hard in the gut Destroying her. The Dragonfly aims his laser at Starswirl and shoots him. Starswirl closes his eyes tight and grunts, getting down to his last few life points. "Oh yeah! Now insect Princess is at 3700! I end my turn by placing one card face down!"

[Starswirl 100/ Ocellus 900]

[Starswirl 3 card, Ocellus 0 card]

"MMmm... I draw." Starswirl clenches his eyes tight, feeling the full effect of that attack. "I reveal to you the Monster card, Magicians' Souls. From my hoof I activate its effect, by sending itself and a level 6 or higher spellcaster monster from my deck to the grave, I special summon Dark Magician from the graveyard! By discarding this card and by sending the Dark Magician of Chaos from my deck to the grave, I summon back my Dark Magician!" Dark Magician appears back on the field, and then glares at Insect Princess.

"You may have brought him back, but he is no match for my Princess. She is too strong." Ocellus still looked very confident as she looks at Dark magician.

"You're right, which is why I won't be attacking her." Said Starswirl.

"huh?" Said Ocellus confused.

"And don't think your trap card will save you either. Even if I attack your dragonfly, you have a trap ready for me. But with the remaining cards in my hoof, I will put an end to this duel right here and now!" Starswirl narrows his eyes at Ocellus. "First I activate Monster Reborn to bring back my Dark Magician Girl!" Once again Dark Magician girl lands next to her master. "Now I will activate Dark Magic Attack! This can only be activated if Dark Magician is on the field. All your spells and traps are destroyed!" The set card and DNA surgery are destroyed. The insect wings then fall off the monster's backs. "Now I activate the last card in my hoof, the spell Dark Burning Attack! This can only be activated when Dark Magician Girl is on the field. All your face up monsters are destroyed!" With a wave of her staff, Dark Magician Girl destroys all monsters on Ocellus's side of the field. Ocellus was left with nothing. No cards in her hoof, and absolutely no cards on her field. Everyone watching grew silent as they were about to watch starswirl deal the final blow. Ocellus never said a word, she just watched with a sad expression on her face.

"Now I activate my face down, my most devastating card yet! Magicians Unite!" Yelled Starswirl. The Two Magicians touch their staves together and look at Ocellus. "I can only activate this card if I have 2 face up attack position spellcasters on the field, I target one of them, I target the Dark Magician, and his attack rises to 3000!" Dark Magician Girl funnels her magic into her master who begins to glow in a dark aura. "Now Dark Magician, attack her Directly and finish this duel!" The Dark Magician lets out a battle cry as he forces all his power into one attack. Aiming his staff at Ocellus and sending a high powered beam of Dark Magic at her. Ocellus lets out a pained cry as the beam zaps away her remaining life points.

[Starswirl vs. Ocellus: Winner Starswirl]

Ocellus falls to all four of her knees and hangs her head. Immediately all her friends and Twilight quickly make their way to her. She was sobbing softly as her friends surrounds her.

"Ocellus, please don't be upset, you did your best." Said Smolder resting her claw on her back.

"There is nothing to be ashamed of Cell, you almost had him." Gallus spoke softly trying to console her.

"That was one of your best duels, Ocellus. You dueled your heart out." Twilight was also trying to comfort her.

"...but I didn't win... I didn't... I didn't..." Stuttered Ocellus on the verge of tears.

"You didn't what?" Said Starswirl as he approached the changeling. She and her friends look up at him, some scowling. To their surprise however, he had a softer expression on his face.

"...I didn't beat you... I wanted to prove you wrong... but you beat me." Said Ocellus as tears streamed down her cheeks and she started to hang her head again. "I'm... I'm not worthy..."

"My child, I never said you had to beat me." Starswirl said, causing Ocellus to look back up at him. "All I said was Duel me and prove me wrong. And my child, you more than exceeded my expectations."

"...Wh-what?" Asked Ocellus, feeling confused now.

Starswirl kneels down to the troubled Changeling and wipes a tear away from her eyes. "You are a very talented duelist. You pushed my own skills to the limit, that could have been anyponys game. You duel with passion, and pride, both of these traits are what fuel the fire of all great duelists. And you my child are not just some great duelist, you are an Element Bearer. You are among the elite duelists! But that doesn't mean things will come easy. You must be pushed to your limit before you can overcome anything. Being an Element Bearer will be far from the easiest thing, I want you to be ready for that. I didn't say those words to belittle you, I wanted to light a spark within you. To drive you to win no matter what, and you absolutely did not disappoint. It's a shame you were not able to hone into your element during this duel. I was really hoping for that. But for now, your first challenge is done, and I am very proud of you." Starswirl Said to Ocellus, giving her a reassuring smile. Ocellus, began to smile through her tears.

"...Thank you starswirl. I had fun in that duel." Ocellus lowers her head to him.

"As did I. I think we should call it a day today. The sun is beginning to set." Said Starswirl. Everypony present agrees in unison. Starswirl and Ocellus stand to their hooves and almost everyone turns towards the school to head inside. Starswirl and Twilight were the only ones not to head in right away.

"I appreciate what you were trying to do for my student. But next time, please try not to traumatize her." Twilight said sarcastically.

"If I don't harden her spirit, she will end up far worse than just traumatized." Starswirl ominously warned. "This is a dangerous job Twilight. You of all ponies should know that best." Twilight looks at him, she lets out a sad sigh before nodding in agreement.

End of Chapter 6

Chapter 7: Card Crush (E)

The students were in Professor Rarity's class. Except for a select few, most were paying close attention to Rarity as she was giving her lesson.

"Now Class, we all know the different card types, Spell, Trap, Monster, Effect Monster, Fusion, Synchro, and Xyz. Today we are only looking specifically at monster cards. Each monster is unique, they have their own designs and effects that fit whatever playing style you prefer, some also pick their cards based on how they look. That's no problem at all, I wasn't always a duelist myself. It was my friends who convinced me to pick up a deck and give the game a try. I went through tons of decks before I found one that I adored, my beautiful Gem-Knights." Said Rarity who lifts her duel disk up. She then places Gem-Knight Master Diamond on her duel disk and his hologram shows up in the front of the class. A lot of oohs and ahhs come from the students "This is My favorite card, Gem-Knight Master Diamond. He is a dashing hunk isn't he? He is the reason I gave Gem-Knights a try. After a few duels I knew this was the deck for me. Sometimes, it's a connection at first sight."

The bell rang not long after and the students were excused from class. The six students meet up after class to discuss amongst themselves. They go to the courtyard and sit under a tree and talk.

"Professor Rarity sure does love shiny gems, doesn't she? Can't blame her, they're tasty" Smolder chuckled.

"Tell me about it, we already know she loves gems, just look at her cutie mark." Sandbar let out a large yawn.

"I thought it was sweet. Besides, the deck does fit her perfectly." Said Ocellus.

"Professor Gem Pony advisor to Ra dorm, so Yona know Gem-Pony is a good duelist." Yona said, leaning against the tree.

"I know that personally, but she was practically swooning over the card though. Who does that?" Gallus raises his eyebrow as he looks at his friends.

"You mean, you think it's weird to have a card crush?" Silverstream asked.

"Card crush? What is that?" Asked Sandbar.

"GASP! You have never heard of a card crush!?" Silverstream dramatically questioned. The others look at her and shake their heads. "I thought everyone did this!? Well, ever since Hippogriffs returned to Mt. Eris and learned about Duel Monsters, a lot of young griffs talk about their card crushes. It's a monster card you have a crush on."

"Oh brother! You can't be serious!" Smolder was less than amused.

"I am! it's super fun!" Silverstream whined, her cheeks getting a little rosey.

"That's a little weird Silver." Gallus had a deadpanned look.

"It's not weird!" Said Silverstream getting agitated. She sighs and reaches into her book bag and pulls out a whole bunch of cards and begins looking through them. The rest of the students sat down under a tree that was in the school's courtyard.

"I will show you, a lot of griffs do this, it can be really fun!" Said Silverstream.

"How is it fun to fall in love with a card?" Sandbar was pretty skeptical.

"You don't 'fall in love' with the card. You are all acting like I'm talking about making out with the cards. It's just a fun game where you talk about a card you could see yourself going on a date with. HA! Here he is!" Silverstream exclaimed pulling out a single card. She then takes out her duel disk and summons the card, just like Rarity did in class. What was summoned in the middle of the students was Sky Scout. "This is my card crush, Sky Scout!" Said Silverstream. The others lean in to get a closer look. Gallus however crosses his arms, feeling slightly jealous. "I really like him because his wings are very pretty, and he looks very mysterious." Chuckled Silverstream. The others also chuckle a little, actually finding it a little amusing. "With strong wings like his, he could carry me off to a beautiful beach! Where we would bathe in the sun and eat ice cold ice cream together! Aww it would be so romantic if only you were real!" Said Silverstream being very very dramatic and falling down at the hologram's feet. This got a decent amount of laughter from the other students, except Gallus who was getting more jealous. Silverstream also laughs and then takes the card off of her duel disk.

"Ok, I will admit, that looked kind of fun, and hilarious." Smolder finishes chuckling.

"It is a lot of fun! You should try it!" Silverstream smiles wide at her friends

"I think I'll give it a go." Said Ocellus looking through her own cards, before picking one out. She then places it on the duel disk and then Gokipon is summoned.

"Gokipon!? Seriously?" Smolder raises an eyebrow.

"What can I say, I like cute!" Said Ocellus with a smile. "I think this card is really really cute. I definitely see them as a cuddle bug! The best night ever would be to have a softly cuddly bug to be there as I study into the night." The others chuckle to themselves again.

"That was really cute Ocellus!" Silverstream squealed.

"Thanks! That was fun!" Ocellus was chuckling herself.

"Who wants to go next?" Silverstream looks back at the rest of her friends again.

"I'm good, I got a real life crush." Sandbar said as he relaxes under the shade.

"Really!? Who!?" Asked Silverstream.

"heh, It's a mystery for now." Sandbar winks at her.

"What about you Gallus?" Asked Silverstream.

"I'm good, maybe Smolder should go. She has to have a crush on Red-eyes since they are both Dragons." Teased Gallus.

"Wh-WHAT!" Yelled Smolder while blushing as the others laugh again. "That is so not how it works!"

"How? You are both dragons are you not?" Asked Gallus.

"Yes! But we are...different I think, but... GRRR!" Growled Smolder in frustration. Once again, the others started laughing.

"Hey guys, what are you all laughing at?" Said a familiar voice. Everyone turns to see Roulette, to their delight, she was now wearing a Ra Yellow Coat.

"Hi Roulette! Hey, you are a Ra again!" Said Silverstream in excitement. "Congratulations!"

"Thanks Silverstream." Said Roulette with a smile.

"Hey, where is Brisk? Since school has started back up, you two have always been hanging out with each other." Smolder asked, secretly relieved for the change in subject.

"Oh, well, Brisk just can't stop getting in trouble." Said Roulette as she rolls her eyes. "He wouldn't stop falling asleep in Headmare Twilight's class, so she gave him detention."

"hehe. Oh Brisk, never change buddy." Gallus joked. Smiling while shaking his head from side to side.

"Anyway, what were you guys laughing at?" Asked Roulette.

"Just a silly little game Silverstared." Said Smolder, leaning against the tree they were sitting under.

"We're talking about Card Crushes." Exclaimed Silverstream.

"Card crushes, you guys have card crushes?" Roulette's eyes seem to sparkle a bit.

"Yeah! You have one?" Asked Silverstream.

"Well... yeah I guess I do." Roulette scratches the back of her head with her hoof.

"Really!? Can you show us your card crush?" Asked Silverstream.

"Hmmm, I will, if one of you also feel like having a duel." Roulette held up her dueldisk for emphasis.

"A duel? You want to duel now?" Asked Smolder sitting up bit straighter.

"Yeah, me and Brisk were supposed to duel, but he can't since he is in trouble. So how about it? Maybe you Yona, how about a friendly rematch? Gallus and Brisk had their rematch, I wanna rematch you." Roulette points at yona with her hoof.

"Friend Roulette wanna re-duel? Yona would love to have a re-duel!" Said Yona standing up. Both Yona and Roulette move to a spacious part of the courtyard and activated their duel disks.

"DUEL!"

[Roulette vs Yona]

"I'll take my chances by going first, I draw." Said Roulette. "I activate the Pot of Duality spell card! I excavate the top 3 cards on my deck, I select one to add to my hoof while the rest are shuffled back into the deck. I reveal Goddess of Whim, Sand Gambler, and Dice Dungeon. I will add Dice Dungeon to my hoof."

"I thought duels were only allowed at the arena." Silverstream looks to her friends.

"It's the only place you are allowed to duel while in doors. While outside you can duel wherever." Ocellus informed.

"Now I will play the field spell Dice Dungeon!" Said Roulette with a smile. The field around them began to morph til it looked like they were on some sort of poker table. Two large dice then come tumbling towards the players, one on each side and stop just before it crush them. "Like my new field spell Yona? Because it packs a grand punch during the battle phase. But first I shall activate it's first effect, which allows me to add the card Dimension Dice to my hoof. Now I summon Cuben! {600atk. 1900def. Lv4} Now I activate his effect, I roll a die, and whatever number it lands on, we will not be allowed to summon monsters with that level. Go Die Roll!" One of the large dice is levitated in the air. It begins to spin rapidly before falling back to the ground. when it stops bouncing, it reveals the number 4. "Level four monsters now cannot be summoned. I now place one card face down, your move Yona."

"Yona draws!" Yelled Yona. "Yona now activates Yona's own field spell, Colosseum - Cage of the Gladiator Beasts!" On Yona's side of the field, half a colosseum manifests with cheering crowds in the stands. "This card gains a counter when a monster is special summoned from the deck and each gladiator beast gets 100 extra attacks for each counter! For now, Yona set two cards as Yona only have level 4 monsters in Yona hoof. Yona then ends."

"My move, I draw." Roulette smirks at the card she drew. "I activate the spell card Dicephoon! I roll a six sided die. If the result is a 2,3, or 4, I destroy one spell or trap on your field. If the result is a 5, I destroy two. But If it lands on a 1 or a 6, I will lose 1000 life points."

"Roulette sure loves to take risks like that." Gallus was a bit shocked by the possible options for the die to land on.

"It's exciting to watch! No one has better luck than Roulette!" Exclaimed Silverstream.

"Go Die Roll!" Yelled Roulette. The same die as before rolled, but to her dismay it landed on a 1.

"That's 1000 points to friend Roulette!" Said Yona with a smirk.

"Not so fast, I activate my face down, Dice Re-Roll! I can now redo my last roll!" Some sweat drips from Roulette's forehead as she watches the die start to roll again. It stops, this time landing on 3. "Much better. I destroy the face down card on the left." Yona shields herself as the card shatters. "Cuben, attack her directly!" The small cube begins to spark, sending a bolt of electricity at Yona. "Your move again Yona."

[Roulette 4000/ Yona 3400]

[Roulette 4 cards/ Yona 3 cards]

"Yona's turn, draw." Said Yona. "Yona activated the spell Gladiator Proving Ground! Yona add one level 4 or lower Gladiator Beast from Yona deck to Yona hoof. Yona adds Gladiator Beast Retiari to Yona hoof, Yona now summon monster! {1200atk. 800def. Lv3} Yona monster now attack Cuben!"

"My field spell activates! Now we each roll a die, and I will reveal the outcome of each!" Said Roulette as both dice began to levitate and roll. Roulette's die landed on four, while Yona's landed on 5. "Alright! Now that is some luck!" Roulette was smirking at the numbers on the dice. "My monster gains 500 attack while your monster's attack is cut in half!" Yona's jaw drops to the ground as her Monster began to shrink while Roulette's grew in size. "Cuben, counter attack!" The cube conjured up more lightning which it fired at Yona's monster and destroyed it.

"Grrr! Yona end!" Yona was getting frustrated at Roulette's above average luck.

"With the end of your turn, Cuben goes back to his original attack." Roulette said as she drew her card for the turn.

"Wow, Roulette has seriously upgraded her deck. That field spell is pretty much like an instant skull and graceful dice card." Gallus was more than impressed by Roulette's new gamble deck.

"So far, Roulette has been the only lucky one, Yona's gotta have a lucky roll eventually." Sandbar was a bit worried for Yona. Every duel Yona has with Roulette has always been by chance.

[Roulette 4000/ Yona 2900]

[Roulette 4 cards/ Yona 4 cards]

"My draw." Said Roulette. As she drew, her eyes widened. Immediately her whole attitude changes. "Oh... I thought I got rid of all of those cards..." Roulette said in a sad tone.

"What card did friend Roulette draw?" Asked Yona. Roulette turns the card around to reveal the card she just drew, it was one of the 7 cards she was given by Neighsay last year.

"I forgot I had more than one of these cards, I wanted to get them out of my deck." Roulette had a shameful look on her face.

"Why get rid of card? Card has good effect." Yona questioned.

"Yeah, but they bring back... memories. Memories I want to forget. I used these cards for bad, and I never want to do that again." Said Roulette, regret could be heard in her voice.

"Roulette, Pony did do bad, that cannot change." Said Yona bluntly, causing Roulette to look up at her. "Roulette cannot change that, Yona cannot change that. What matters is what Roulette learns from it. Does friend Roulette still do bad?"

"No, of course not. I would never..." Roulette responded genuinely, placing a hoof to her chest.

"Then that all that matters. Yona knows Roulette is not a bad pony, Roulette is Yona's friend. Yona has forgiven Roulette, now Roulette needs to forgive self." Yona smiles at Roulette to which Roulette smiles warmly back at Yona.

"Thank you Yona. I'm sorry, I have prolonged this duel long enough, it's my turn, and Now I will summon my card crush." Said Roulette while silverstream squeals in excitement. "First I will activate Cuben's effect!" The die rolls and lands on 3. "Perfect, now I summon my card crush, Gambler of Legend! {500atk. 1400def. Lv4.}" A handsome monster is summoned to the field holding a coin and wearing a cowboy hat. All the observers lean in with oh's and ah's. "He is a gambler like me, and like me, he is extremely lucky! Not to mention his hair style reminds me of B... Uh, nevermind on that last one." Said Roulette as she started to blush. "Anyway, I will now activate his effect, by flipping three coins!" The Gambler separates the coin he was holding into three separate coins, to which he then flips all three at the same time. The results were 2 heads and one tail. "Excellent! Two heads allow me to discard one of your cards Yona!" Yona begrudgingly discards her card as Roulette's turn continues.

"Now my Gambler, attack Yona directly as I activate my field spell's effect!" Said Roulette as the die rolls as it lands on 2. "Yes! Gambler gains 1000 attack, making him 1500 for this turn!" Yelled Roulette. The Gambler tips his hat before he tosses one of his coins at Yona, which grows huge in mid air and strikes her. "I now end my turn Yona."

"Gah!... Yona draw!" Yona was wincing a bit as she drew. "Yona summons Gladiator Beast Hoplomus {700atk. 2100def. Lv4.} Yona then equip him with the spell Gladiator Beast's Battle Halberd! Now when Yona monster attacks, now Yona activate Roulette's field spell!"

"I activate its effect as well!" Said Roulette as both of their dice roll. Roulette's landed on 5. "Ha! My monster's attack is doubled! You better roll lucky, otherwise your monster is toast Yona!" Despite her boasting, Yona's die lands on 2.
"Yona monster gets 1000 attack making him 1700!" Yelled Yona as Roulette's eyes widened. Hoplomus slams the Halberd down, cutting the Gambler in half.

"No! My Gambler!" Yelled Roulette in distress.

"Yes! Now Yona can destroy one spell because of Halberd's effect! Yona destroy Roulette's field spell!" Slowly, the poker table disappears, causing all of them to be surrounded by Yona's colosseum. "Now Yona activate Hoplomus's effect! Yona enters main phase 2 and Yona sends Hoplomus to Yona's deck, to replace her with a monster from Yona's deck! Yona special summon Gladiator Beast Spartacus! {2200atk. 1600def. Lv6.} Now Spartacus's effect activates, allowing Yona to add a Gladiator beast equip card into Yona's hoof. Yona adds Gladiator Beast's Battle Gladius! Yona not done yet! Since Yona Special summoned a monster from Yona's deck, Yona gets one counter on Yona's colosseum!" One of the pillars in the colosseum lights up to signify the counter. "Now Yona activates face down! Double Tag team! When Yona specials summon a Gladiator Beast, Yona can special summon a second one from Yona's deck that is level 4 or lower! Yona Special summons Gladiator Beast Attorix, which gives Yona another counter on Yona's coloseum! (800 +200 atk. 2000def. Lv4.} Now Yona contact fusion, summoning Gladiator Beast Gaiodiaz! {2600 +200 atk. 1500def. Lv7.}"

[Roulette 4 cards/ Yona 4 cards]

[Roulette 3300/ Yona 400]

Gaiodiaz rises on the field and slams the bottom of his ax against the ground and lets out a loud battlecry as Yona's friends then begin to cheer. Yona looks at Gaio, letting out a sad sigh. She and her other friends were really starting to miss their duel spirits.

"My move, Draw!" Said Roulette. "I now sacrifice my Cuben to summon my newest monster, Maximum Six! {1900atk. 1600def. Lv6.} I now activate his effect, I roll a die, and the number it lands on is multiplied by 200 and that is added to his attack! Go Die Roll!" The die is rolled, and to everyone's shock, it lands on 5. "Yes! That's 1000 attack points! Now my monster has 2900! Say goodbye to your monster Yona! You won't be standing after this attack! Go, attack her Gaiodiaz!"

"Yona activate trap, Threatening Roar! No attacks can be conducted this battle phase!" Yona had a determined look on her face as the card is flipped face up.

"Then I will end." Said Roulette disappointed. But my monster remains at 2900."

"That's fine, because Yona still in control! Draw!" Said Yona drawing her card. "Yona now equips Gaiodiaz with Gladiator Beast's Battle Gladius!" Gaiodiaz tosses his ax to the side as the sword manifests in his hand.

"I knew you were going to do that Yona, but it's not enough. It gives your monster 300 extra attack, that only makes him 2900, you really wanna sacrifice your monster?" Roulette points her hoof at Yona.

"Did Roulette forget about Yona's field spell?" Asked Yona with a smirk.

"Huh?" Said Roulette puzzled. She looks behind Yona to see two pillars are lit, two counters. 300 plus 200 is... "Oh no." Roulette's eyes go wide at that revelation.

"That's right! Gaiodiaz actually has 3100 attack!" Said Yona proudly. "Gaiodiaz! Destroy her monster!" Gaiodiaz let's out another battle cry before rushing the monster and slicing it with it's sword. "Now Yona activate Gaiodiaz's effect! Roulette loses life points equal to destroyed monster's defense, Yona sees monster's defense was 1600, so Roulette loses 1600 life points on top of damage!" Roulette looks up to see Gaiodiaz now rushing her, she lets out a scream just as he slashes her with the sword as well. Then Gaiodiaz makes a big leap backwards landing back on Yona's side of the field.

[Roulette 4 cards/ Yona 4 cards]

[Roulette 1500/ Yona 400]

By now a decent crowd of students had stopped to watch the duel. A lot of them were cheering on Yona for the fantastic move she just did. Yona turns to her friends to see them cheering for her as well. Roulette was panting, that turn took a lot out of her.

"I... draw." Roulette's legs were shaking, but she never backed down. Her eyes widen when she sees what card she drew. "Heh, I set this monster face down and I end." Roulette continues to chuckle as Yona narrows her eyes at her.

"Yona draws." Yona had an eyebrow raised, suspicious of Roulette's card. "Yona knows she shouldn't attack, but Yona has no other way around monster, Gaiodiaz! Attack face down card!" As Gaiodiaz stabs the card, it flips to show a jar with a demented smile. "Oh no!" Yelled Yona, remembering that card.

"Oh yeah! You flip summoned my Dice Jar! We each roll a die, whoever has the highest number wins, and their opponent loses life points equal to the number times 500!" Roulette was smirking as Yona grew extremely nervous.

"But Yona only have 400 life points left!" Yona whimpered.

"Exactly! Meaning this is your last turn if I win, you must roll at least 3 or higher to end the duel right now unless you roll a six which is an automatic 6000 point damage. So tell me Yona, do you feel lucky?" Said Roulette with a smirk. Yona takes in a deep breath and releases it. Expelling all her worry and pumping herself up. She was actually able to smirk back at her, the chances of the outcome actually exciting her.

"Yona does feel lucky." Yona said confidently.

"Then we shall see who comes out on top, GO DIE ROLL!" Yelled Roulette.

"Roll the die!" Yelled Yona. Two dice roll on the field, Roulette's die stops at 3. She smirks at her number and then looks at Yona's die, her jaw drops at the number it rolled, a 5.

"Yona got a 5! Yona wins!" Yelled Yona. A giant bolt of lightning strikes Roulette as she is zapped for 2500 lifepoints, causing her to lose all she had.

[Roulette vs. Yona: Winner Yona]

As the colosseum faded, all the students who had stopped to watch began clapping for Yona. Yona smiles at her friends who are among the ones cheering.

"Way to go Yona!" Silverstream jumped up in the air as she cheered.

"Nice job coming out on top Yona!" Cheered Sandbar as he and the others approach her to congradulate her. Yona smiles wide at them before looking back at Roulette. She sees Roulette approaching her. She then extends her hoof out to Yona.

"Good duel Yona, that was fun." Said Roulette. Yona shakes her hoof firmly.

"Thanks! Friend Roulette was difficult to beat. Yona thought Yona was a goner at one point." Tona closes her eyes and smile wide.

"Thanks Yona! I think I'm going to go see if Brisk is out of detention yet. Bye Yona, bye everyone!" Said Roulette.

"Bye Roulette." Said Yona as she and the others wave goodbye to each other. Yona approaches her friends as the crowd also dissipates.

"Holy Yickslur that was close!" Exclaimed Yona when she is back with her friends, causing them all to chuckle.

"That was close, I swore she had you a few times." Said Gallus.

"You dueled well Yona, you won!" Ocellus reassured her friend.

"Barely! If not for Yona luck." Said Yona. This caused the others to laugh.

"So, what were we talking about before Roulette came by again?" Asked Sandbar looking to Gallus

"Smolder admitting that Red-Eyes was her card crush." Gallus smirked.

"He is NOT!" Smolder huffs in frustration, a large blush forming over her face. The group erupted with laughter once again.

End of Chapter7

Chapter 8: The First Shadow Rider (E)

The Student Six enters Twilight's office after being requested by Twilight. Apparently there was something urgent she needed to discuss with them. In the office were all of their professor's as well as the Pillars.

"Whoa, this must be a really important meeting." Said Smolder as she sees that everyone was present.

"You have no idea." Rainbow Dash was breathing heavily as she spoke. She has been flying all over looking for the Pony of Shadows.

"So what's going on?" Sandbar said as he and the rest of the students approach Twilight's desk.

"While you six have been here at the school, we have been keeping tabs on The Pony of Shadows movements. He doesn't stay in one place for long, but when he does, he leaves behind some shadows to infect that area." Said Twilight., looking to all six of the students.

"So, where is he now?" Asked Silverstream, almost afraid of the answer.

"Right now, it's as if he has disappeared from our world, we have no idea of his current whereabouts. But what is interesting is that he has visited 18 places as indicated on our map, and therefore 18 shadows have been left behind." Twilight's face grew very serious. "These shadows are not staying in a single spot however, they're moving...Moving towards the school."

"What!? What could that possibly mean?" Ocellus felt a shiver go down her back.

"Do the math child. Six Pillars, six Professors, six students. That's 18." Starswirl said sternly, narrowing his eyes. "The Pony of Shadows has infected different ponies and creatures with it's shadows to come after us. He wants us destroyed." This news was like a bombshell to the students. They look at each other, frightened as this could mean that they are now being hunted by these shadows.

"So...We are being targeted by these ponies? They are actively looking for us?" Gallus eyes were wide open and his pupils shrink in fear.

"That is our theory, yes." Flash Magnus nods.

"If each one is assigned to attack us, we don't know how well we would be able to protect one another." Said Twilight. "I was debating on telling you six this, as I didn't want you all to panic. But you are bearers to the elements as well, it's not fair to exclude you on this information."

"Yona felt better without knowing." Yona's knees were shaky, despite her trying to hide her fear.

"Well in this case you young ones are prepared. These "Shadow Riders" could be very dangerous." Said Somnambula.

"Shadow Riders? That's what we are calling them?" Asked Smolder.

"Yes, until we can get more information on these Shadow Riders, that is going to be our code word for them." Said Twilight. "You six be careful, we don't know what's going to happen when these Shadow Riders get here. Remember what we taught you, how to hone in with your element. You may be inexperienced, but any power you can draw from it could be beneficial. That is all we wanted to share with you. If you have no questions you may leave, and don't hesitate to come find us for anything." The students nod and quickly step out of the office and close the door.

"Dude, this is not good! We have ponies who are being manipulated by Shadows coming after us!" Yelled Gallus, obviously a bit freaked out.

"Calm down Gallus! Do you want to draw more attention to yourself!?" Smolder yelled back.

"We all need to calm down. It's better we found out, this why rather than being ambushed randomly." Ocellus was shaking were she stood, despite trying to calm herself down.

"Ocellus is right, this way we have taken away their element of surprise. We can prepare for them." Sandbar speaks calmly, placing his hoof on Gallus's shoulder.

"What going to happen when scary shadows catch us?" Asked Yona, a bit of fear in her eyes.

"They will probably duel us, since the Pony of Shadows draws its power from the Shadow Realm, their powers must come from the same source." Silverstream though allowed, looking at the ground.

"That's not a bad observation Silver, we need to rely on that fact alone for now." Gallus let's out a long sigh, finally collecting himself.

"Honestly, what else can we do? Sigh... It's starting to get late, maybe a good night's sleep will help ease the anxiety." Said Smolder.

"Yeah, that sounds refreshing actually." Said Ocellus.

"Think I'm gonna take a shower before heading to bed. Night guys." Said Sandbar. Everyone said their goodnights and then separated as they went to their dorms. The time was passing 11 o'clock when Sandbar got out of his shower. Smolder was already fast asleep on her bed. He stayed in the bathroom, putting on his pajamas and started to brush his teeth in the mirror. Slowly, it started to get cold, very cold. Smolder starts to shiver in her bed and Sandbar finishes brushing his teeth. He steps out and feels how cold it is, it's so cold he could see his breath.

"What the...?" Said Sandbar. Just then, loud footsteps could be heard running past their room in the hallway. Sandbar quickly looks towards the door. In a panic he wakes up Smolder.

"Smolder...Smolder! Wake up!" Sandbar whispered while trying to shake her awake.

"Zzzz...mmmm... Sandbar?...Can you turn down the AC please." Smolder pulls her blanket up to her chin and rolls over.

"I didn't even turn it up, now listen. Somepony or someone...or something is outside our room." Sandbar whispered loudly.

"Huh? Are you sure?" Said Smolder sitting up.

"Yes... Come on." Said Sandbar. Smolder slowly crawls out of bed and follows Sandbar to the door. They press their ears to the door and listen. Light footsteps could be heard down the hall.

"Dude...Who is up at this time? Curfew was at 10." Smolder was beggining to get freaked out.

"I don't know..." Said Sandbar. Slowly he opens the door and peeks out. The hall was pitch black, he could barely see the door across the hall. He turns his head down the direction the footsteps went. And he could swear he saw an even blacker figure dart out of view around a corner. Sandbar quickly pulls his head in and closes the door. His face white as a ghost, his legs shaking badly, and his eyes wide as dinner plates.

"What? What's wrong???" Smolder eagerly asked.

"I saw something... He sprinted around the corner." Sandbar gulps hard

"Dude...no way. Let's go after it." Smolder punches her palm with her fist.

"Are you nuts!?" Said Sandbar.

"If we have a trespasser, we got to get them and wake up the professors." Smolder narrows her eyes, determined to find this mysertious figure.

"Nnnnnngh! Alright!" Sandbar cringed before agreeing. Both Smolder and Sandbar are about to head out. Smolder steps out into the hall, but Sandbar looks at his duel disk on his desk. He didn't know why but he felt a strong feeling in his gut that he should take it with him. He too then steps out and slowly follows the direction of where the figure went. At this point, they couldn't see it anymore, but they began following the directions from where the coldness was coming from. Which leads them to the front entrance of the school.

"This is where the cold breeze ends. You think they left?" Smolder looks to Sandbar for confirmation.

"No idea." Said Sandbar. Slowly they opened the front entrance, and there standing across the stone bridge in the dead of night was a cloaked figure standing on two legs. The sight of him causes both Sandbar and Smolder to gasp. The figure then softly chuckles.

"Bout time you found me. I was getting impatient." Said the figure, his cloak blowing in the wind.

"Who are you!?" Smolder angerly demanded, pointing her claw at the figure.

"Me, I'm what you and the rest of your pathetic element bearers call, a Shadow Rider." Said the figure.

"Dude...no way...How did you get here so quickly?" Sandbar's eyes were wide.

"That is no concern of yours." Said the figure.

"Show yourself! Who are you!" Smolder grits her teeth and huffs smoke out of her nostrils.

"You may call me, Tiamat." Said Tiamat as he pulls off his cloak behind him to use as a cape. He appeared to be a dragon standing at 5ft tall. He had black scales and he had a mask that resembled the face of the Pony of Shadows. Both Smolder and Sandbar were already shaking, he was very intimidating as all he did was chuckle at them. "These are the element bearers my master sent me to face? Pathetic."

"W-We're not afraid!" Sandbar took a step forward.

"Y-Yeah! Not to some...lame Shadow Rider!" Said Smolder.

"Hehehe, you should. We Shadow Riders are your opposites, we are Disharmony." Tiamat smirks, his sharp with teeth visible against his dark scales.

"Disharmony!?" Both Sandbar and Smolder yelled.

"Yes, our master chose us who harness traits that are the opposite of the elements. He gave us the power of the shadows to harness it into dark magic. In return, we serve him as we bring this world to its knees as we engulf it in the shadows. But in order for us to do that, we must get rid of the Elements of Harmony. My master chose me to be his Shadow Rider as I am full of Jealousy." Said Tiamat. "I stood next to greatness, but as my friends reaped in the glory, I was tossed to the side. Why must they be given the glory!? WHY CAN'T IT BE ME!?" As Tiamat lashed out, the shadows disperse from his back angrily. "Hehehe...the Shadows fuel my rage and have made me powerful. Face me now Elements! I plan on sending your soul to the Shadow Realm to please my master."

Sandbar was obviously scared beyond belief. He closes his eyes and tries to calm himself down. He starts to think of last year, How he defeated Cozy and the Dragon Rulers. If he could face them, he could face this Shadow Rider.

"Ok... Bring it." Sandbar refused to back down.

"Are you sure about this Sandbar? This looks intense." Smolder looks to Sandbar, concerned for his safety.

"I don't think I have a choice." Said Sandbar stepping forward. He then activates his duel disk. Tiamat chuckles as the shadows on his hand form a duel disk on his wrist. It looked twisted and even had a blade on it.

"DUEL"

[Sandbar vs. Tiamat]

"I will go first element. I draw." Said Tiamat. "I will start us off by summoning the Kidmodo Dragon! {100atk. 200def. Lv3}"

"I thought you were supposed to be scary, that thing looks cute." Sandbar taunted.

"Heh, just you wait. I place one card face down and then I end." Said Tiamat.

"My move, Draw." Said Sandbar. "Sweet! I activate Reinforcement of the Army! This allows me to add one level 4 or lower warrior type monster from my deck to my hoof. I add Rose, Warrior of Revenge to my hoof, who I now summon! {1600atk. 600def. Lv4 Tuner}. She will now attack your Kidmodo dragon!" Rose slashes her katana and destroys the little dragon.

"Grr....hehehe, Thank you. When Kidmodo Dragon is sent to the grave, I can special summon one dragon type monster from my claw. The one I pick is Armed Dragon Lv3! {1200atk. 900def. Lv3}." Tiamat chuckles darkly under his breath.

"Armed Dragon! Not Good!" Sandbar exclaimed.

"That...seems familiar." Smolder looks at the armed dragon with both interest and confusion.

"Is that attack the end of your turn? I have your soul to claim." Tiamat crosses his arms.

"...yeah, I enter main phase 2 to place one card face down and now I end." Said Sandbar.

[Sandbar 4000/Tiamat 2900]

[Sandbar 4 cards/ Tiamat 4 cards]

"Finally, I draw." Said Tiamat. "Now that it is my standby phase, I can send Armed Dragon Lv3 to the grave to special summon Armed Dragon Lv 5 from my deck. {2400atk. 1700def.} I will also set one monster. Now, I will now attack your rose!" Armed Dragon Lv5 Roars and fires a fireball at Rose, engulfing her in flames. Sandbar lets out a pained yell and takes a few steps back.

"GAHHHH!!!! H-hey! I felt that!" Sandbar places his hoof on his chest and looks down at himself.

"Sandbar! Look around you!" Yelled Smolder pointing to a thick purple mist around Sandbar.

"Oh no....The shadows...It's a Shadow Game!" Cried Sandbar in distress.

"Hehehe...Hahaha! Quiver before the powers of the Shadows! Unlike your test by the pathetic tree of Harmony, These Shadow Games come with consequences! When you lose, your soul will belong to the Shadows!" Tiamat points his claw at him before turning it into a fist.

"...What a minute... How did you know the tree tested us with Shadow games?" Sandbar looks to Tiamat.

"Hehehe, I believe now is the perfect time to reveal to you, my true identity." Said Tiamat reaching for his mask, slowly pulling it off to reveal...that it was Spike. But it was a twisted version of Spike. His eyes were red as blood, his scales black as the night, and he was much taller.

"SPIKE!?!?!?" Yelled Smolder shock.

"DUDE!!! No way! That can't be you Spike!" Sandbar's jaw was practically to the floor. Spike smirks and then chuckles at them.

"Yes, It's really me, just a more 'powerful' version of the Spike you know." Spike points at them, a crooked smile befalling his face. Smolder could feel tears form into her eyes, seeing Spike corrupted by the shadows was almost too hard to look at.

"Spike how could you man!? You're our friend! Professor Twilight's Step Brother! Why would you betray us!?" Sandbar grits his teeth and narrows his eyes in anger. Spike's smirk turns into a bitter and angry glare. His blood red eyes seem to stare right through Sandbar.

"Because!!! I am tired of being a lackey to these so called Elements of Harmony! All the work I put in day in and day out to help, and I get no recognition! Just because I wasn't part of the final blow to send Equestria's enemies to oblivion leaves me out of the cake, when I have done far greater than most of what Twilight's friends do! Where is my glory!? WHY IS MY SONG LEFT UNSUNG!?!?!?" Yelled Spike. His voice distorts the louder and angrier he gets. The Shadows on his back begin to lash out like crazy, almost hitting Sandbar. "It's not fair! Even you! Now that you and your pathetic friends have been officially recognised as the next generation of Element bearers, the whole world knows who you are, and what have you all done!? Stop the dragon rulers? That has been done without you before, we didn't need you this time. Were you there when Discord was released, when Chrysalis invaded Canterlot, or when Tirek escaped Tartarus!? NO! But I was, and no one knows who I am, AND NO ONE EVEN CARES!!!!"

Both Sandbar and Smolder could feel the hurt and pain in Spike's voice as he rants. Smolder looks over at Sandbar, who has shed all fear, he stares down Spike with a determined face.

"I'm sorry you feel that way Spike, but what you have become, what you allowed into your heart, these shadows, you will get no sympathy from me. I no longer fear you, and I will defeat you Spike." Sandbar stood defiantly against Spike, not backing down and not showing fear. Spike starts to chuckle again.

"I don't need you to fear me Sandbar, I need you to grovel before me, begging for you to keep your soul right before the Shadows rip it from you with force! I end, And because I end, I activate the effect of Armed Dragon Lv5. Since I destroyed a Monster with him, when I end I can tribute him to special summon Armed Dragon Lv7!!!" As soon as Armed Dragon Lv7 appeared on the field, Sandbar sprang into action.

"Not so fast Spike! Lv decks are so predictable, I knew getting this monster out was your main goal, So I set this trap card, Bottomless Trap Hole!" Sandbar's card is flipped face up.

"NO!!!" Spike hollers in anger, gritting his teeth.

"When you summon a monster with 1500 or more attack, it is instantly destroyed and banished!" Said Sandbar. Armed Dragon Lv 7 roars out painfully before being destroyed. Spike hangs his head and clenches his fists.

"Stop this now Spike, I will not back down. Call off the Shadows and end this with respect. We know this isn't you, you know your friends will never leave you out of the glory. Your contributions are treasured by your friends. Please, stop this." Sandbar was begging, trying to reach out to him. Spike could be heard growling to himself, slowly his growls turning into soft chuckling, then his chuckles turn into maniacal laughter as he flings his head back up and stares at Sandbar as he laughs.

"You think my greatest monster is my pathetic Armed Dragon Lv7!? That monster is nothing but a ghost of my old self, he is nothing compared to what I really have for you!" Spike began to look deranged. "By all means, take your turn for now, Sandbar, do you really have it in you to take me out!? I want to see you try!"

[Sandbar 3200/ Spike 2900]

[Sandbar 4 cards/ Spike 4 cards]

"If this is the path you want to take, then so be it, DRAW!" Yelled Sandbar. "I summon Envoy of Chaos {1500atk 0def. Lv4} Now I activate the spell double summon! This card allows me to perform a second Normal summon! I tribute Envoy of Chaos to tribute summon Curse of Dragonfire! {2000atk. 1500def. Lv5}. Now I activate Foolish Burial to send Gaia, the Mid-Knight Sun to the grave. Now with the last card in my hoof, I banish Gaia the Mid-knight sun, and Envoy of Chaos from my grave to special summon Black Luster Soldier - Envoy of the beginning!" As Black Luster Soldier is summoned, to Sandbar's surprise, he turns to face Sandbar.

"Master! I can manifest myself again!" Black Luster Soldier looked very concerned for Sandbar. His eyes then go wide and he slowly turns back to look at Spike, then narrowing his eyes. "Who is this!? I feel much evil coming from them!"

"It’s good to see you, Soldier, but now isn’t the time for a reunion. It's one of the Shadow Riders Twilight warned us about. It's Spike, the shadows have corrupted him." Sandbar looks back at Spike, he had a choice to make. End this now, or spare him.

"This is unfortunate. Even the most innocent cannot ward away the shadows." Soldier closes his eyes and shakes his head.

"Soldier, I want you to attack his face down card." Said Sandbar, "Then Dragonfire go for the direct attack." Soldier lashed out and slashed the face down card, it flipped to show a sinister looking face before being destroyed. While Curse of Dragonfire zoomed past Soldier to wing attack Spike, which launched him backwards. "I went easy on you this turn Spike. I could have ended you with Soldier this turn, but you still have time to stop. If you don't, I will end you next turn. I end."

[Sandar 3200/ Spike 900]

[Sandbar 0 cards/ Spike 4 cards]

Slowly Spike stood up, the shadows seemed much more agitated now that he was losing. He turns back towards them with an angry smirk.

"You choosing to spare me will be your downfall Sandbar! As the face down card you chose to destroy with Soldier was Morphing Jar! Now we discard our whole claw/hoof and redraw 5 cards." Spike discards his claw and draws more cards.

"I had none, so thanks for the free cards." Taunted Sandbar, drawing a new hoof.

"hehehe, It may have benefitted you, but it benefitted me more as I just discarded Pitch-Black dragon, Divine Dragon Apocralyph, and Infernal Dragon, all of which are dark monsters." As spike boasted, Sandbar only looked confused.

"So? What does that mean?" Asked Sandbar.

"Because now, I can show you my ultimate monster!" Yelled Spike. He grabs the Armed Dragon Lv7 card and holds it in his claw and hoists it high above his head. "Shadows Corruption!!!" Slowly, a crimson red glow forms around the card as the shadows around Spike soon dart and are absorbed by the card. A loud painful roar can be heard as the card is being corrupted, both sandbar and Smolder cover their ears as the roar was earpiercing.

"SPIKE! SPIKE STOP! I can hear your monster! You're hurting it!" Yelled Smolder who has been mostly quiet since Spike revealed himself. Spike shifts his eyes to her, their eyes meet as he then smirks at her showing his teeth. He continues the corruption till the pained roar of Armed Dragon stops.

"What did you do Spike!? What did you do to your card!?" Sandbar glares angerily at Spike, stomping his hoof.

"Meet the newest addition to my deck, courtesy of my master the Pony of Shadows." Said Spike as he brought the card down and held it outwards. "The Dark Armed Dragon!" Sandbar, Smolder, and even Soldier flinch back in shock and horror at the new card.

"That is a cruel and twisted fate for that poor monster... it must be liberated!" Soldier looks on in disapproval at Spike.

"This has gone too far Spike! You have crossed the line now!" Shouted Sandbar.

"You haven't seen anything yet Sandbar! Now that I have 3 dark monsters in my grave, I can special summon my Dark Armed Dragon straight to the field! HYA!!!" Said Spike as he slams the card on his duel disk. The Monster is summoned to the field, from there the corruption of Armed Dragon are visible and it lets out a horrid distorted roar. Both Sandbar and Smolder look at it with horror as the Dragon shifts its eyes to them {2800atk. 1000def. Lv7}.

"Spike...What you have done, it is despicable! I can't believe you've done this!" Sandbar takes a few steps back as he fazes up at the abomination

"Hehehe-Hahahaha! This is the power of the Shadows Sandbar, Allow me to show you the might of my new dragon! By Banishing one dark monster from my grave, I can send one of your monster's to the grave!" Said Spike.

"Master!" Soldier calls out, turning to Sandbar.
"I..I can't stop it!" Sandbar looks back at Soldiers with worry.
"I banish two of the three dark dragons in my graveyard to destroy both of your monsters!" Yelled Spike. As the cards are banished, Dark Armed Dragon lets out a hellfire of crimson fire breath that ignites both Black Luster Soldier and Dragonfire. Soldier yells out in pain as he is destroyed. "Don't forget Sandbar, I still have my attack! Dark Armed Dragon, Shroud him in the shadows!" Dark Armed dragon continues to breathe his dark red fire as moves past the playing field and engulfs Sandbar.

[Sandbar 400/ Spike 900]

[Sandbar 5 cards/ Spike 4 cards]

Sandbar yells out in pain as the fire burns him, the fire rolling over the top of his head and fully engulfing him. He drops down to all four of his knees as the fire grows up and over his back. When th fire finally dies down, Sandbar had collapsed on the ground.

"Spike! Stop this! Please stop this! This was never meant to be you! You are not this cruel! Please Spike!" Begged Smolder with tears running down her face. Spike Shifts his attention to her.

"What do you know about me Smolder? How could you possibly know what I would do?" Spike glares at Smolder.

"I know that you would never willingly hurt any pony, or any creature! You are too good natured. You would put your own safety at risk just to save your friends, think back to when you molted, your first act with your new wings was to save Rarity from the Roc. That's the Spike I know, not THIS!" Smolder yelled out in emotional pain. Spike's eyes widen slightly upon hearing Smolder. Rarity, He hasn't thought of her since the corruption. slowly he looks down at his own hand, he scales stained black from the shadows. For a slight second, the Shadows peel away from his mind, his eyes returning to normal, as all he could think about was Rarity. He himself could feel a tear forming in his eyes and then run down his cheek.

"...Rarity..." Spike said to himself softly.

"NOOOOO!!!!!" A loud voice rang out causing Spike to drop to his knees and cry out in agony, and Smolder to cover her ears again. The voice was deep and angry, it was the voice of the Pony of Shadows. "You do not think of her! Your mind and soul belong to me, and you are to destroy the elements! UNDERSTAND!?!?!?!?"

"NNNNNGH!....Yes my master..." Spike Said as he slowly stood up, his eyes going back to their blood red color. "I end my turn Sandbar! Stand up so I may finish you next round!"

Sandbar who was still on the ground since the attack. He struggles to get to his hooves, slowly and meraculiously, he stands up. He was panting hard and looks at his duel disk. He was hesitant to draw. If he doesn't draw the card he needs, he is done for, and he will lose his soul. He closes his eyes for a second to regain his thoughts when he can hear Twilight's voice. It's what she told him earlier today when they were all in her office. 'Remember what we taught you, how to hone in with your element. You may be inexperienced, but any power you can draw from it could be beneficial.' Sandbar knew what he had to do, just like how Fluttershy and Mage Meadowbrook showed him, he had to hone in with his element. Though he was never successful in being able to do this yet, it was worth a try, what did he have to lose at this point that wasn't already at stake. Sandbar controls his breathing and clears his mind as he tries to communicate with the element of kindness.

"This is pathetic! Make your move or this match will...be...forfeit..." Said Spike as he was watching Sandbar, his voice trailed off as Sandbar slowly started to glow. Sandbar's mane began to move as if the wind was rushing through it as he started to glow more and more. He opens his eyes, only for them to shine a bright yellow color, he has done it, he has honed in on his element. "No...This cannot be! You are too inexperienced to call upon The Element of Kindness!!!" Spike yells in anger, gritting his teeth.

"No Specter of the Shadows, you have simply underestimated us, for that you will be punished." Said Sandbar, his voice sounded as if multiple voices were speaking all at once.

"S-Sandbar???" Said Smolder in awe as she watched him.

"We draw!" Said Sandbar. "We have done it, we drew the card we need." Sandbar looks at Spike with determination. "We play the spell Super Soldier Ritual! This card allows us to Ritual summon a new variation of our Black Luster Soldier. By offering both marauding captains, and blue skilled magician in our hoof, we bring forth, Black Luster Soldier - Super Soldier!!!" As the card is played, Black Luster Soldier returns to the field, this time wearing brand new armor. Soldier looks at himself before turning back towards Sandbar.

"Master! Master you did it! You are one with your Element!" Soldier gives him an approving smile.

"No...This cannot be!" Yelled Spike.

"Black Luster Soldier, we command you to destroy the Dark Armed Dragon!" Sandbar held out his hoof towards the dragon.

"Yes master!" Said Soldier as he holds his shield close to him. The Dark Armed Dragon turns to Soldier and growls at him.
"Have at you, you vile beast!" Yelled Soldier as Dark Armed Dragon then roared at him angrily. The Dark Armed Dragon then spews crimson fire at Soldier who promptly blocks it with his shield. He then Charges the dragon before jumping high into the air and slashes the dragon in the chest with his sword. the dragon lets out a pained roar as it is finally destroyed.

"You may have destroyed my Dragon Sandbar, but I stand tall! I am still in this!" Spike growls, pointing his claw at Sandbar.

"No you are not." Sandbar remains standing straight up. "As Super Soldier has a devastating effect. When he destroys a monster, the owner of that monster then loses life points equal to the destroyed monster's attack!"

"WHAT!?!?!? NO! NOOOO!!!" Yelled Spike as his eyes widen.

"It's finally over Spike!" Yelled Sandbar. Soldier lands directly in front of Spike, he tries to back up, but was caught off guard as Soldier raises his sword and brings it down hard on Spike, dropping his life points down to zero.

[Sandbar vs. Spike: Winner Sandbar]

Soldier quickly returns to Sandbar's side As Spike then begins to cry out in pain. He plants both of his claws on the sides of his head and he drops to his knees.

"GAHHHHH!!!! NO!!! NO PLEASE! MASTER! HAVE MERCY!" Yelled Spike in a pained panic.

"Sp-Spike!" Yelled Smolder as she took a step forward.

"SPARE ME MASTER!!! HE WAS NOT TO CALL ON HIS ELEMENT!!! PLEASE!!! PLEASE FORGIVE MEEEEEEE-AAAAAAHHHHHHH!!!!!!!!!!!!" Spike yells out one more time as a massive amount of Shadows spew out of Spike's mouth, nose, and eyes. As Soon as the shadows leave, Spike goes limp as he collapses to the ground. Sandbar in response slowly starts to dim as he returns to normal. The massive amount of energy he just exerted also causes him to stumble around before falling to the ground and passing out. Soldier tries to catch him, but as soon as Sandbar loses consciousness, he dissipates.

"Sandbar!" Smolder yells out to him before finally dashing to him. She cradles the back of his head with her claw, he was still breathing, but he was completely out. Within no time, Smolder can hear a massive thud behind her as if a Pegasus just landed. She slowly turns to see Headmare Twilight, still in her nightgown.

"What in Equestria just happened!? What was all that magic I felt!?" Twilight yelled.

End of Chapter 8

Chapter 9: Game Plan (E)

It was roughly 12 hours later before Sandbar began to stir awake. He groaned hard as he sat up. He opened his eyes, he appeared to be in a bed, just not in his dorm. The room was white and all of his friends were surrounding his bed.

"By the Helm of Yikslur! Sandbar's Ok!" Yona's ear piercing voice was heard.

"Sandbar! You're awake! How many claws am I holding up!?" Asked Gallus holding up four claws.

"Hmmm...eight?... I don't know, I'm incredibly dizzy at the moment...Where am I?" Asked Sandbar. He rubs his head, feeling a slight headache.

"You're in the infirmary." Respond Ocellus, approaching Sandbar's bed.

"Infirmary? How'd I get here?" Sandbar looks around the room.

"Headmare Twilight found you and Smolder outside the school well past midnight. you were out cold and Smolder was holding onto you. It looked as if you were in a huge fight." Said Silverstream.

"Well...I guess you can say that." Sandbar looks tiredly at his friends. "Where is Smolder?"

"Over there." Said Gallus pointed to the corner right next to the bed. Smolder was in a chair fast asleep. Sandbar looked at her, relieved she was also ok. In order to get his bearings he began to look around the infirmary. All the professors were surrounding a completely different bed, along with some sounds of crying. In the far corner were the Pillars, they appeared to be conversing about Something.

"Smolder, Smolder wake up, Sandbar is ok." Ocellus gently shakes her awake.

"MMmm...what? Sandbar? SANDBAR!" Said Smolder finally waking up and getting to her feet. She quickly get's next to Sandbar. Her eyes were darkened and sunk in, indicating that she had been crying a bit, but was hiding it. "You Numbskull! How are you!? You hurt? Is everything ok!?" She asked in a frenzy.

"Yes, yes I'm fine Smolder. Just have a pounding Headache." Sandbar gives her a weak smile.

"Finally, you two are awake." Said A deep voice behind all of them. They turned to see it was Starswirl, he looked at both Sandbar and Smolder with a serious look. "You two are going to tell absolutely everything that happened last night. Do not omit anything from what you saw, heard, or felt. This is serious." The rest of the pillars surround them as well, surprisingly, even their professors joined in to hear what happened, all except for Twilight who stayed at the other bed. Pinkie Pie, Rarity, and Fluttershy all seemed to be crying pretty heavily. Sandbar and Smolder look at each other and gulp hard. They turn back towards Starswirl and begin explaining what happened.

"Last Night, we saw something in the Obelisk dorm, we followed it hoping to catch them and then wake one of you up, but it turned out to be a Shadow Rider." Sandbar began to explain. "I was pretty much forced into a duel instantly, and Smolder didn't want to leave me alone with them."

"This Shadow Rider, who were they?" Demanded Starswirl. Sandbar and Smolder exchange a sad look before they look back at Starswirl

"....It was Secretary Spike." Said Sandbar. This answer causes Rarity to quickly turn away to hide her face as she begins sobbing again. Starswirl closes his eyes and let out a long Sigh.

"It is what I feared. We didn't want to accept this, but the answer was obvious. Even those closest to the elements can be corrupted by the Shadows." Starswirl looks away, grimacing as he spoke.

"How Is this even possible! How can this happen to Spike!? He is more noble and Selfless than all of us!" Yelled Rainbow Dash in anger.

"The Pony of Shadows uses the shadows to prey upon the flaws of anyone who comes in contact with them, he does not create these flaws, he just causes them to be escalated." Starswirl explained.

"You mean whatever negativity that was affecting Spike, was real? The Pony of Shadows used that to corrupt him?" Applejack asked with a shocked expression

"Unfortunately, that is correct," Starswirl nods to Applejack. This was confusing to the students. Being so young, they are not told much about the Shadows so they ask Starswirl a few questions.

"How are the Shadows able to do this?" Asked Ocellus.

"The Shadow Realm is a mysterious place, even I do not know everything about it." Starswirl looks back at the students.

"Well, can you shed some light on the Shadow Realm? I barely even know what it is." Smolder asked quizzically.

"Allow me to simplify it." Said Starswirl, taking out a notebook and a Pencil. He rips out two pieces of paper and on one draws a pony, the other what looks like the Dark Magician. "This is our world." He lifts up the paper with the pony on it. "And this one is the World of Duel Monsters." He lifts up the second paper with Dark Magician on it. "And this pencil is the Shadow Realm.'' He holds up the pencil with his magic. "Now watch closely." Starswirl then pushes the pencil, and punctures it through the first piece of paper and then into the second, the pencil now stuck in both pieces of paper. "This is how our world works. Our world and the Duel Monster's worlds are two separate dimensions, but the Shadow Realm works as a bridge between the two worlds, in order to get to one world, to the other, which is what our duel spirits do to manifest themselves, they must use the magic of the Shadow Realm and use it appear in our world."

"That is incredible!" Ocellus was fascinated, her eyes wide in amazment.

"Indeed. Now to answer the big question, what are the Shadows specifically, and how come they can manipulate others? I do not have a definite answer, just theories. Our world is full of light magic, we call this light magic, Harmony." Starswirl going back into lecture mode.

"Harmony!? Like the Elements of Harmony!?" Gallus exclaimed excitedly.

"Correct young one. The elements are full of concentrated light magic, that's why we bearers are so powerful, we have pure, raw light magic within us." Explained Starswirl. "And it is believed that the World of Duel Monsters is also filled with Harmony. Now children, tell me what is the opposite of Light?"

"Dark?" Yona cocks her head to the side as she answers.

"Correct! In order for there to be Light Magic, there has to be Dark Magic. We call this Dark Magic, Shadows." The Students feel a shudder as Starswirl speaks.

"So it's called the Shadow Realm because it's full of Dark Magic?" Asked Silverstream, shrinking down a little feeling some fear.

"You are getting the picture now." Said Starswirl. "Light vs Dark, Harmony vs Shadows. That is the balance. Using a combination of Light and Dark Magic is how Duel Monsters manifest in our world. Notice how only during Shadow games do they become Solid. In our world, full of Harmony, and then Calling upon the Shadows in a Shadow game causes the perfect bridge between worlds." The students were amazed. They almost couldn't believe what they were hearing, But Starswirl was an expert on this, he knew best. So they continued to listen to him as he spoke.

"We don't call this Dark Magic for nothing, it's evil Magic. That's why we have dark fiend type monsters, some use the Shadow Magic way too much and some have been corrupted by it. It's also believed that the Dragon Rulers also use this magic, and of course, you know who uses it." Starswirl shifts uncomfortably. "The Pony of Shadows is a master of Dark Magic. Why do you think we have been cut off from our duel spirits? He controls the Dark Magic that is used to bridge the world, by stripping it away, they can not manifest, except only when in a Shadow Game."

"And while he can use the Shadows, he is the one who manipulated Spike." Sandbar looks towards the ground.

"That...Is correct." Starswirl still speaking in stoic manner.

"...Where is Spike now?" Asked Smolder. Both Pinkie and Fluttershy step to the side so the bed next to them is visible. With Twilight still by his side, Spike is laying down in the bed, hooked up to a life support machine. Their eyes widened as he still had black scales and was still taller than normal.

"By Celestia... Is he ok?" Sandbar tries to climb out of bed, but is stopped by Starswirl's hoof.

"No, no he isn't. His vitals are ok, but... With a quick scan of our magic, we can conclude that his soul has been forcefully ripped from his body. He will remain in this comatosed state until we reunite his soul with his body, or... or until he parishes." Starswirl grimaces This revelation felt like a bomb drop on everyone, is it really possible that Spike could die!?

"It's not fair! How could Spike do this! Why would he betray us!" Shouted Flash Magnus, his brow crooked in anger.

"Watch your mouth you barbarian! How dare you say he betrayed us!" Rarity Shouted back with tears in her eyes.

"But he did Professor, Sandbar, an element bearer got really hurt because of him." Said Gallus defending Flash.

"Sandbar got lucky, he passed out after having a huge influx of Magic flow through him!" Rarity once again shouted.

"Look at him, does that look like the Spike you knew!? He turned his back on you to seek glory for himself. It's Just like Stygian all over again." Said Flash crossing his hooves.

"Enough, all three of you." Said Twilight, finally speaking up. She turns to face all of them, it was obvious by her sunken eyes and her slumped shoulders she was taking this the hardest. "Starswirl said, The Pony of Shadows does not create these emotions, they are already in the pony or creature when he gets a hold of them. But the shadows feed on that emotion and accelerates it to corrupt the creature, It's the Pony of Shadows Manipulating him. The emotions Spike felt were real, but the Pony of Shadows is the one to blame for causing it to excel into who he became. It's not fair to place the full blame onto him, this could have happened to anypony." This monologue causes Gallus to look remorseful for what he said and Flash to turn his head and look away. "Now we know the Shadow Riders can come from our very own school, so we need to be on guard at all time. Even during the night, some of us need to take night shifts to guard the halls at night. You six will not be apart of the night shifts as you still have school to focus on." Said Twilight pointing to the students. "But if you encounter a Shadow Rider yourselves, you may have no choice but to duel them. The Infirmary will be where we place the bodies of the Shadow Riders when we defeat them until we can find a way to reunite their souls with their bodies, and hopefully purge the shadows from their hearts."

"Extraordinary planning Twilight, couldn't have said that better myself." STarswirl bowed his head to her. Such praise from her idol would made giddy and excited, however, she didn't show any emotion to it.

"Thank you Starswirl." Said Twilight before looking back over her shoulder at Spike.

"Well. I'm not letting that monster get away with what he has done! I'm going out to find more of those Shadow Riders and putting them down for good!" Exclaimed Rainbow Dash, punching her hooves together.

"Yeah! That's more like it!" Said Flash Magnus.

"No, we musn't seek out the Shadow Riders, we could draw in too many at a time." Mage Meadowbrook protested.

"Now hold on there for a sec. Rainbow may be on to something. If we have some of us are out scouting for them, We will be better prepared for when they reach the school." Rockhoof spoke up.

"A scouting squad? That sounds like fun. We can give each team code names. The team who scouts can be called, 'Mother bird.' The team who stays at the school, we will be called 'The Nest.' And the students can be called 'The baby chicks.' " Pinkie Pie began to bounce in place.

"Baby chicks? Really?" Said Smolder, while crossing her arms.

"Yeah, You Smolder can be baby chick one, and Sandbar baby chick 2, and Yona baby chick 3 and Silve-'' Said Pinkie before being cut off by Starswirl.

"Alright we get it. Perhaps this may be a smart thing to do is to have eyes ahead of us as well." Starswirl began to stroke his beard.

"Alrighty, then we have ourselves a game plan. We'll set up a schedule by tomorrow so that everyone can get equal work and equal rest." Said Applejack.

"I can volunteer for the first night watch tonight." Said Somnambula. "It would be smart if we buddy up for night watch. Too dangerous to be by ourselves."

"I will also volunteer for tonight." Fluttershy softly spoke up.

"Alright, everypony...egh, creatures. Stay safe, things are about to get very, very dangerous." Said Starswirl. As most of them break off to do their own separate things for the time being, except for the students who stayed with Sandbar. Twilight also stayed beside Spike's side. The Nurse would then approach Sandbar.

"You doing ok there hon?" She asked, feeling his pulse on his hoof.

"Yeah, I'm fine. I think I can walk now." Sandbar said, giving her a reassuring smile.

"That's such a relief. Here you go sweetie, if you can walk then you leave if you want to, but come back if you think something is wrong m'kay?" She said while giving him a cherry lollipop.

"Heh, thank you." Said Sandbar before hungrily putting the pop in his mouth and then slowly standing up. Both Gallus and Smolder make sure he got out of bed ok.

"So you were finally able to hone into your Element Sandbar?" Asked Ocellus, her eyes sparkling.

"Yeah, I think I did. I would have been a goner if I hadn't" Sandbar still had a slight limp when he walked.

"Does Sandbar think he can help friends hone with elements before friends run into any more Shadow Riders?" Asked Yona.

"Of course, let's start right away." Said Sandbar as they all exit the infirmary, leaving only Spike and Twilight.

End of Chapter 9

Chapter 11: On The Offensive (E)

It's only been a few hours after Rainbow Dash's and Applejack's defeat. They both lie in the Infirmary as Pinkie, Fluttershy, and Rarity sit by their beds, Heads hung and sobbing. Twilight, the Pillars, and the Student Six are just outside the Infirmary, talking amongst each other.

"This is not good, The Pony of Shadows is declaring war on Harmony." Mistmane spoke with a dreadful expression.

"Yeah, and he is no pushover. Who were those two? With their masks, we have no way of identifying them." Flash Magnus huffs loudly.

"We saw their decks, can we decide who they are with those?" Suggested Ocellus.

"More than one copy of a deck exists, child. They could be anyone." Starswirl shook his head. Ocellus sighs and looks down at the ground.

"We need to change our game plan. Waiting for them to come to us is too dangerous. We are not only putting ourselves in danger by being sitting ducks. Not only that, We are putting the students here in danger as well by exposing them to the Shadows." Said Rockhoof. Starswirl lets out a sigh.

"I believe you are right old friend, we cannot all just sit here. Some of us need to go out and find some Shadow Riders to challenge. If we bring them here one by one, the Students could be influenced by the shadows, or worse." Said Starswirl. Twilight raises her head a little to look at Starswirl. Her eyes were dark and sunken in to show that she had been crying quite a bit.

"I'll just send the students home. If any of them end up like the others, I'll never forgive myself for not protecting them." Twilight's voice was montoned and horse.

"We can't just send them home." Starswirl protested, causing all eyes to fall on him.

"Why not!? They can't stay here! It's far too dangerous!" Twilight looking annoyed at Starswirl, raising her voice.

"Because it may incite a panic. The students saw what happened to your friends. Them thinking it was all an act is a good thing. If we send them home, it may tip them off that what they saw was real, they will tell other ponies and then everypony will be nervous and afraid of everyone. This is what the Pony of Shadows wants as it will be easier for him to influence others and brainwash them. The best way to hide this is in plain sight. We can't send the students home, and we cannot keep letting the Shadow Riders come here." Starswirl theorized. Twilight opens her mouth to protest, but slowly closes it and hangs and shakes her head again. More tears began to fall from her cheeks. She wasn't in the mood for a debate. Starswirl sighs and approaches her.

"My child, I'm truly sorry for your losses. You and your friends should take a break from fighting the Shadow Riders for a bit. I and the Pillars will take care of them for a while." Said Starswirl. He places a hoof on her shoulder to comfort her. Twilight slowly reaches up and puts her hoof on top of his and clutches it tight.

"...Thank you Starswirl." Twilight's voice cracked a bit.

"What about us?" Asked Smolder, shifting all looks to her and her friends.

"You six stay out of the way until we need you." Starswirl brushed them off.

"Aw come on! We are no pushovers! Sandbar beat a Shadow Rider and he is fine! We are Element Bearers too!" Protested Silverstream. Starswirl looks at them a little bit annoyed.

"Take a look at your two professors, they too had defeated a Shadow Rider before and now look at them. Their souls now reside in the Shadow Realm. Do you want your soul sent there as well?" Said Starswirl sternly. Silverstream slowly quiets down and sulks back behind her friends with a sad and scared expression.

"Starswirl, calm down, this is their fight too. Eventually they will be challenged as well." Flash Magnus looked to Starswirl. "Whether you like it or not, these six are targets for the Pony of Shadows as well. They bear the elements, like the rest of us. They may be kids, but they are resilient. Cut them some slack." Starswirl looks at the students who look back at them. They all give him a serious face, even Silver who steps back out and gives him a hopeful look.

"...Very well. I suppose it is inevitable." Said Starswirl. The student six then smile and starts hoof/claw bumping each other. "We split up tomorrow, one team will venture out for one week, hunting the Shadow Riders, the other will stay here and protect the school. We must split up strategically, so that one full set of the elements both goes out, and stays behind. Three Pillars, three Students."

"Are you sure that is safe? They're kids..." Twilight looks to the students like a mother hen.

"We will keep them safe dearie, don't you worry." Mistmane places her hoof on Twilight's shoulder. Twilight looks at her, after thinking for a bit she then nods.

"The teams will be as follows. The first team to go out will consist of me, Rockhoof, Somnambula, Sandbar, Smolder, and Gallus. The second team to stand guard for the first week will be Flash, Mistmane, Mage Meadowbrook, Yona, Ocellus, and Silverstream. This way we have one of each element together at all times, it will be safer that way." Starswirl laid out the plan, writing down his plan into a new journal he had acquired.

"You three, I suggest you pack for tomorrow. It's no telling where we may go." Said Somnabula to the three students.

"Where exactly will we go?" Asked Sandbar.

"Wherever the shadows hide. We will feel the elements pulling us towards our targets." Rockhoof reasured.

"What are we going to do for food, or shelter?" Asked Smolder.

"We'll buy supplies, and if we cannot find inns to stay in, then we shall camp." Said Starswirl.

"This is going to be awesome! Shadow Rider Hunters!" Exclaimed Gallus. Starswirl rolls his eyes and sternly instructs them to go and pack for the journey. All the students leave to help each other pack up for their quest. Twilight looks back towards the infirmary door, Mistmane then approaches Twilight to comfort her more.

"You can go back in and sit with your friend dearie, you and your friends have done enough." Mistmane spoke softly.

"We haven't done enough until the Pony of Shadows is defeated." Said Twilight. "He's taken two of my friends...and my brother Spike... that is already too much to bear, but if the same happens to my students....I...I will...." Said Twilight as tears form in her eyes again.

"You need to have hope Twilight. Hope is something you should never lose. You lose your hope, you lose everything." Said Somnambula. "I promise you, we will not let a single thing happen to the students. We will put ourselves first before them." Twilight turns to face her and nods.

"...I trust you. Thank you." Said Twilight. She turns again and enters the infirmary to be with her friends. Meanwhile, all the students were gathered in Smolder's and Sandbar's room as they helped their friends pack. Gallus even brought his stuff into their room so he could pack with them.

"This is going to be so intense! We are going out to hunt Shadow Riders!" Exclaimed Smolder, putting a few extra blue jackets in her back pack.

"No fair that Yona friends get to go out first." Yona huffed, sitting in a corner.

"Give us a week Yona and you'll have your turn." Said Sandbar as he packed.

"Yeah, but this will be two weeks that all of us will be separated." Ocellus had a sad expression on her face.

"Yeah, but we can bring our crystal balls to stay in touch." Said Gallus.

"Oh yeah! I almost forgot about those! Since we see each other everyday we stopped using them for a bit." Said Silverstream. Sandbar, Smolder, and Gallus make sure to put their crystal balls in their saddlebags/backpack. They soon feel like they have packed the essentials, After that, Sandbar and smolder look at their friends. They were all looking at the ground and had sad expressions on their faces.

"Hey, are you guys alright? Asked Sandbar.

"We...we were kinda wondering." Ocellus Ocellus scratches her foreleg with her hoof.

"Yona and friends are really gonna miss other friends. Yona knows we have the crystal balls, but it not the same." Yona softly spoke.

"So... we wanted to know, for tonight, can we sleep in here with you guys? Before you have to leave, so we are together one last time before the trip." asked Ocellus with puppy dog eyes. Both Sandbar and Smolder smile.

"Of course you guys can. Shoot, you don't even need to ask." Said Smolder.

"I'll go air up the air mattresses." Said Sandbar, standing up and approaching the closet. The others smile widely and hug each other. As Sandbar airs up the mattresses, Smolder grabs the mattresses from their beds and lays them out on the floor. When the Air mattresses are all aired up, he puts them up against the other mattresses. "There, we all have a place to sleep." Said Sandbar. The six students quickly lay down on the beds and continued talking to each other until it was late. The next morning, Somnabula gently opens the door to wake up the students. She peeks in and smiles and sees that all of them are sleeping together. She smiles seeing them, she knew that they all had a very strong bond together, and a friendship that may see the end of all this craziness.

End of Chapter 11

Chapter 12: The Big City (E)

The six from team one are on the Ponyville train traveling to a random location. The train has stopped at Appleloosa and at Trottingham, but Starswirl instrucked all of them not to get off just yet. They were all passing the time their own way, Starswirl was reading an old tome. Rockhoof kept polishing and shining his duel disk as if it was a weapon. Somnambula was meditating. And Smolder, Sandbar, and Gallus were talking to each other.

"When do you think we'll get off this train? These seats are starting to get uncomfortable." Smolder spoke while shifting in her seat.

"Yeah, I would rather have flown to wherever we needed to go." Said Gallus rubbing a spot on his back.

"Not all of us can fly man. Besides, We don't even know where we need to go." Sandbar was lounging casually, seeming to be the only one who sat comfortably.

"We have stopped at two towns already, but Beardy keeps saying this isn't the place." Said Smolder. Starswirl is heard clearing his throat as if he heard her, still not liking that nickname.

"That's why we are taking the train. Wherever the Shadows are, We'll know it when we stop." Said Sandbar.

"HEEEEEEADS UP! We'll be arriving in Baltimare in 5 minutes!" Yelled the conductor, stepping out into the aisle

"Whoa! Baltimare? That's far from Ponyville. We must have been going pretty fast." Gallus quickly looked out the window, seeing the big city come into view.

"Yeah, man I hope this is our stop, I've always wanted to see a big city like Manehatten or Baltimare." Sandbar sat up, excited for the next stop. Slowly, the train pulls up to the Baltimare train station. As soon as the doors open, in unison, all six creatures' eyes quickly flash, and all of them have a feeling that this was their stop.

"Whoa... I... I think the elements want us to get off here." Smolder said while looking to her friends.

"Children, this is our stop. Come on." Said Starswirl, closing his tome and placing it in his saddlebag. Soon all six of them step off the train, all except for S tarswirl are in complete awe at the big city. Huge buildings, and all the ponies filling the streets.

"Whoa... So this is how the world evolves after 1000 years." Rockhoof was admiring all the tall skyscrappers.

"Everything is so...big." Said Gallus.

"It's way too crowded." Said Smolder crossing her arms.

"Focus you 5, we are not here on some sort of vacation. We are working." Said Starswirl as he steps away from the train station. The others quickly follow behind him.

"Where are we off to first old friend?" Asked Rockhoof, walking beside Starswirl.

"First we should find an inn, from there we will use at home base as we go out searching for the Shadow Rider, or Shadow Riders." Said Starswirl.

"Inn? You mean a hotel? A hotel like that one?" Asked Sandbar, pointing to a nice hotel across the street. Starswirl looks at the hotel, he strokes his beard as he thinks for a moment and then nods.

"Yes, that will do nicely, follow me." Said Starswirl. They enter the hotel and book two rooms that are directly across from each other. One for the students, the other for the pillars. First however, they all meet in the student's hotel room to discuss what they'll be doing.

"Alright, I hope you all get some rest and some sleep for tonight." Said Starswirl.

"Sleep??? But we just got here, and it's only noon." Gallus whined, sticking his head in the room's mini fridge.

"Yes, but we will be hunting well into the night. Nighttime is when the Shadows are most active." Said Somnambula.

"That's horsefeathers! When are we gonna eat?" Sandbar was laying on his back on the bed and places his hooves on his stomach.

"The lad's right. We need to eat something now. That way we aren't too full during the hunt. It could slow us down." said Rockhoof.

"Yeah! Can we get some room service or something?" asked Smolder.

"Very well, one meal then straight to bed. We will wake you around 9: o'clock tonight." Said Starswirl stroking his beard. The six order some room service and then quickly turn in till night time. When it became night time, Starswirl awoke the students and then all gathered in one room again.

"It's time, we finally bring the fight to the Pony of Shadows. We will split into teams of 2. One pillar and one student per team. You three will bring the crystal balls Twilight gave you so that we can stay in touch with each other, ok?" said Starswirl to the students.

"Yes sir." All three said.

"Ok, now, pick who you six want to go with." Said Starswirl.

"I want to go with the big guy, Rockhoof." Said Smolder as Rockhoof smirks at her and gives her a hoof/claw bump.

"I would like to go with Somnambula." Said Sandbar and Somnambula smiles at him warmly.

"Well, I guess that leaves you and me beardy." Said Gallus. Starswirl clears his throat at him again, starting to hate that nickname.

"We have our teams. Just comb the streets until you find something. If you are challenged, do not back down." Said Starswirl. They all leave the hotel and begin walking through the dark streets. Sandbar and Somnambula decided to take a quick search through the city's park to look.

"This place is nice, but Manehatten, I heard, has a much bigger city park." said Sandbar.

"Once our work with the Pony of Shadows is over, I would love to visit all over Equestria to see how much it has changed." Said Somnambula. Sandbar smiles and walks beside her.

"So, You represent the element of hope? Quick question, how does that relate to laughter at all?" Asked Sandbar quizzically.

"Young one, Hope can come in any shape and form. Your friends cheering for you in a duel, Seeing the light at the end of a long dark tunnel, and even the smiles on other pony's faces. Seeing a smiling face can raise even the lowest of spirits." Somnambula explained.

"Wow...I never thought of it that way." Said Sandbar. "I guess me and my friends have a lot of hope then, as we always have eachothers back while we are dueling."

"Yes, that is most definitely the case." Said Somnambula. As they were conversing, they both felt a sudden chill crawl up their spine, as the air got very very cold.

"Stay close young one, one of them is near." said Somnambula, as she stood in front of Sandbar. They both stay quiet as the sound of faint laughter is heard, getting closer. Eventually, a dark figure approaches them from the dark. A pony wearing a black cloak approaches them.

"So, The elements finally come out of hiding to seek us out for a challenge huh? Heh, good." Said the figure.

"Reveal yourself Shadow, we do not fear you." Said Somnambula.

"Very well, You may call me Freed." Said the figure pulling the cloak off his head. He appeared to be a Unicorn with long silver hair. He also had a bigger body than most stallions, and just like all shadow riders, he was wearing a mask. "Why waste our time with idle chit chat, I challenge the kid to a duel."

"Coward, I take his place, you will face me." Said Somnambula. Freed growls softly.

"Fine, I will get to him after I go through you!" Said Freed as he adjusted his cloak to resemble more like a cape. The shadows around him materialize on his wrist to form a duel disk. Somnambula activates her own.

"DUEL!"

[Somnambula vs Freed]

"My move. I draw." Said Somnambula. "I start us off by summoning the Gravekeeper's Recruiter! {1200ak. 1500def. Lv3} I place a single card face down and I end."

"I draw." Said Freed. "Heh, I place one card face down, then I summon Freed the Brave Wanderer! {1700atk. 1200def. Lv4}. As you can see, I have the superior monster, So Freed will attack your monster!" Freed the Brave Wanderer unsheathes his sword and slices the recruiter in half. As this is happening, Sandbar notices a strange force pulling him away from Somnambula.

"Whoa whoa WHOA!" Yelled Sandbar as he tries to fight it. He looks down and sees a purple mist pushing him away.

"Shadow Game." Sandbar narrowed his eyes before looking back up as Somnambula. She winces a bit as she loses her life points.

"Nngh. My recruiter's effect activates. A s he is sent to the grave, I add one gravekeeper monster from my deck to my hoof. I add Gravekeeper's Commandant!" Said Somnambula.

"You still lose life points, putting me in the lead. I will end." Said Freed.

[Somnambula 3500/ Freed 4000]

[Somnambula 5 cards, Freed 4 cards]

"I draw." Said Somnambula. "I now activate the effect of Gravekeeper's Commandant in my hoof. By discarding him, I add Necrovalley to my hoof, which I now play!" The area around them slowly changes from the city park of Baltimare, to the scorching deserts of Maregypt. "Now I summon Gravekeeper's Spear Soldier! {1500atk. 1000def. Lv4} With the effects of Necrovalley, He gets a 500 attack and defense boost, making him 2000!" The Shadow Rider snarled at her. "Spear Soldier, attack his pathetic monster!" The swiftness of Freed the Brave Wanderer wasn't quick enough for Spear Soldier who impails him through the chest and destroys him. "I now end my turn."

"Lucky move, I draw!" Said freed. "I use Monster Reborn to bring back my Freed, the Brave Wanderer from the grave!" As he places the card on his duel disk, nothing seems to happen. "What? I said I activated Monster Reborn!"

"You cannot activate such a card while Necrovalley is on my field. It prevents you from tampering with the graveyards, cards cannot be moved from the grave in any way, and their attributes cannot be changed. The dead must be respected, let the dead rest in peace." Said Somnambula. Freed growls at her. He looks back down at his hoof and thinks for a moment. Slowly, he starts to smile again.

"Very well, I have my way around that." Said Freed. "First I activate the spell Summoner's Art. This allows me to add one level five or higher monster from my deck to my hoof, but before that happens I activate my face down, Armory call. This lets me add one equip spell from my deck to my hoof, and if I have a monster on the field, I can immediately equip them with it, since I don't this is ignored. Finally, before that spell is activated, I activate the quick play spell Chain Summoning! Since it is activated in a chain link of 3, I get 3 normal summons this turn."

"THREE!?" Yells Sandbar in shock.

"Now, I add Freed, the Matchless General to my hoof, as well as the Legendary Sword! Now, I summon Celtic Guardian, but he doesn't stay for long as I use him as tribute for my Freed, the Matchless General! {2300atk. 1700def. Lv5}" Said Freed.

"Not so fast, I activate my face down, the continuous trap Necrovalley Temple! As long as Necrovalley and a Gravekeeper is on my field, Your monster loses 500 attack and defense points! Making him 1800 attack and 1200 defense." Said Somnambula.

"Well it's a good thing I added the Legendary Sword to my hoof." Said Freed with a snicker. Somnambula only scowls at him. "I equip Freed with the Legendary Sword, giving him 300 attack and defense. giving him a total of 2100 and 1500! Freed, Attack her spear soldier!" Freed with his new sword slashes the tip off of the spear and then proceeds to bring the sword down on him hard, destroying him. "Ha! I am the superior duelist! I enter main phase 2 to set one more monster and then I end."

[Somnambula 3400/Freed 3700]

[Somnambula 4 cards/Freed 2 cards]

Somnambula winces when she loses her lifepoints, She narrows her eyes at Freed and scowls.

"You, I know why the pony of Shadows picked you." Said Somnambula.

"You know nothing element." Said Freed.

"I know more than you think. You are insecure, and the Pony of Shadows preyed upon that to corrupt you." Said Somnambula, pointing a goof at Freed.

"Insecure!? How am I insecure!?" Yelled Freed, placing a hoof to his chest in offense.

"This game has been childs play. Your strategy is just summoning beatsticks, it's the oldest and most beginner strategy in the game. You are definitely not the superior duelist." Said Somnambula with a chuckle. The eyes of the mask Freed was wearing turned a very bright red as the Shadows that surrounded him got extremely agitated.

"HOW DARE YOU, I MEAN HOW DARE YOU! You dare insult me!? I am a Shadow Rider, you should fear me! My companions took down two of you, and I can too! You're very life is at stake, you are to grovel before me!" Yelled Freed. Somnambula closes her eyes, this thirst for power reminds her of a friend she once knew. Because of this, she mustn't hold back.

"I truly pity you. The Pony of Shadows claws are sunk deep into you. Freeing you by defeating you is the merciful thing to do." Said Somnambula.

"Try it, Element!" Yelled Freed.

"Very well, I draw." Said Somnambula. I summon Gravekeeper's curse. {800 + 500atk. 800 + 500def. Lv3} When he is summoned, You take immediate damage of 500 life points." Freed is zapped for lifepoints, groaning as it happens. "And finally, I end my turn."

"That's it!? And you call me a beginner!" Yells Freed. "I draw, Freed, Attack her Monster!"

"I discard the card, Charm of Shabti! I discard this card to prevent the destruction of my gravekeeper." Said Somnambula.

"You still take the damage!" Said Freed as his monster brings his sword down on her monster. She winces again as her lifepoints drop.

[Somnambula 2600/ Freed 3200]

[Somnambula 3 cards/ Freed 3 cards]

"My turn once again, and now I offer my curse as tribute, to summon the patriarch of the Gravekeepers, Gravekeeper's Chief! {1900 + 500atk. 1200 + 500def. Lv5}." Chief's summon to the field was more dramatic as he appears on the field. He clutches his staff tightly and turns toward Somnambula.

"Ah...Somnambula, It is a pleasure to meet you once again. What evil are we bringing down this time?" Asked Chief.

"It's a Shadow Rider, can you handle him?" Asked Somnambula.

"Ha-Ha-Ha! Of course, I do not fear the shadows, the shadows fear me." Said Chief as he turned to face Freed. In turn, Freed appeared to be very nervous.

"I now activate the effect of Gravekeeper's Chief! When he is summoned, I can Special summon one monster from my Graveyard." Said Somnambula

"AH! HEY! You can't! Your Necrovalley field spell prevents you from moving any card in the graveyard!" Yelled Freed.

"You would be correct in any other case." Said Somnambula. "However, The second effect from my chief negates the graveyard effect of Necrovalley, for my side of the field only."

"Oh heck yeah!" Yelled Sandbar.

"What!? That's not fair! That's cheating!" Yelled Freed.

"It is not. Now, I summon from the grave, Gravekeeper's Curse! That's another 500 points of damage dealt to you!" Said Somnambula. Freed is zapped once again, and now cries out in pain. "Now my Chief, destroy his Matchless General!" Chief lifts up his staff up high and unleashes a battle cry. He then point's his staff at the general, and as if on command, a large lightning bolt strikes him. The general is then defeated.

"My General!" Yelled Freed.

"Now curse, attack his face down monster!" Curse opens his hands and a dark aura leaks from his hands and darts towards the card. However, it is flipped to show a knight and she shrugs off the curse as if it was nothing.

"Fool! Command Knight has 1900 defense! You cannot destroy her!" Yelled Freed.

"Very well, then I end my turn." Said Somnambula.

[Somnambula 2000/ Freed 1400]

[Somnambula 4 cards]

"You destroyed my General! I will make you pay!" Yelled Freed.

"How? With Necrovalley on the field, he will stay in the grave, resting in peace." Said Somnambula.

"Peace? PEACE!? HA-HA-HA!!! Don't make me laugh! What will happen to him will be anything but peaceful!" Yelled Freed as he grabs his card from the duel disk.

"What are you doing?" Asked Somnambula as Freed held his card in the air.

"NO! He is going to corrupt it with the shadows like Spike did!" Yelled Sandbar. Somnambula looks back at Sandbar, her eyes go wide as she turns back towards Freed. Slowly the card begins to glow red, just like what Spike's did. The shadows surrounding Freed then darted towards the card, as a Male's voice was heard screaming in pain, eminating from the card itself.

"No...The card is in pain! Freed Stop it!" Yelled Somnambula. Freed only chuckles as he continues. Eventually he brings the card down and he looks at it with a sinister grin. "You snake! What did you do!?"

"Prepare yourself element, I tribute my command knight to tribute Summon Dark General Freed {2300 - 500atk. 1700 - 500def. Lv5.}!" The Dark Freed is summoned, he has a devilish smile filled with razor sharp teeth. His skin stained gray, and claws at the end of his fingers. A total disgrace to the original monster.

"You monster! You will pay for what you have done!" Yelled Somnambula.

"I don't think so, I believe it is you who shall pay!" Said Freed. Since your temple trap card is targeting my Dark General Freed, his effect kicks in. Any card that targets a dark Monster, is instantly destroyed." The temple card is destroyed, restoring the general's attack and defense points. "Now, the dark general needs a dark replacement for his sword, I equip him with the Sword of Dark Destruction! This gives him 400 extra attack, but lowers his defense by 200. Making his total attack 2700!" The General throws away his sword and a new one manifests in it. It surrounds the general in a dark miasma like aura to signal his power up. He smirks at both of the gravekeeper monsters who both look at the general with a nervous expression.

"I'm not finished, I activate the spell Double Attack! I discard a monster card, that being the Illegal Knight, who has a higher level than Freed. Now Freed can attack twice this turn. Dark Freed! Shroud them in Shadows!" Commanded Freed. Dark General leaps into the air and lands in between Chief and Curse. First, Freed turns towards Curse and slashes him, cutting him in half and destroying him. Chief goes to hit him with his staff, but Freed blocks it. He turns toward Chief, his toothy grin leaks drool. He knocks the staff away and stabs the chief.

"NO! Chief!" Yells Somnambula.

"Somnambula...I... failed you..." Said the chief right before he was destroyed. Somnambula wails loudly as she loses a ton of lifepoints.

"HA-HA-HA! I told you, I AM the superior duelist! Your soul will be mine!!!" Yelled Freed.

[Somnambula 300/ Freed 1400]

[Freed 1 card]

Somnambula slowly drops to her knees, she was in a lot of pain from that last attack. She breathes heavily as she tries to regain herself.

"Now you grovel before me. Go ahead, beg for your life, it will make this all so much sweeter." Said Freed with a devilish grin.

"...I ...will... NOT!" Yelled Somnambula as a bright flash is emitted from her.

"Gah! What the...no..." Said Freed, his grin disappearing. "Your element! It's activating!" Somnambula gets back to her hooves and stares down Freed.

"Darkness will not prevail this day! Hope will guide the light! Hope is all I need to win, I draw!" Yelled Somnambula as she glows brightly. I summon the Gravekeeper's Spiritualist! {1500 + 500atk. 1500 + 500def. Lv5}. I now activate her effect, by tributing her, and one monster in my hoof, I can fusion summon one Spellcaster Monster! I tribute her, and Gravekeeper's Guard in my hoof to fusion summon Gravekeeper's Supernaturalist! {2000 + 500atk. 2000 + 500def. Lv7 Fusion}."

"Ha! My monster is still the strongest! You have no power over me!" Said Freed

"Not Yet, But I will, as her effect kicks in, she takes the combined levels of the monster used to summon her and multiples them by 100, and that number is added to her attack. Count them, I count 8, meaning that is 800 extra attack, making her 3300!" Said Somnambula.

"WHAT!?" Yelled Freed.

"Supernaturalist, destroy his abomination!" Commanded Somnambula. Supernaturalist scowls at the general who lets out a fiendish battle cry. He rushes the supernaturalist and brings his sword up high, and then crashes it down. The supernaturalists blocks it with her staff and places her hand on his chest. A bright glow is seen emanating from her hand. The general wails in pain before the light burns a hole in his chest, he then explodes violently, and Freed lets out a pained moan.

[Somnambula 300/ Freed 800]

[Somnambula 2 cards]

"I end, and my supernaturalist effect kicks in, allowing me to add one gravekeeper monster, or Necrovalley spell or trap to my hoof. I add the spell Necrovalley Throne!"

"GAH! What do I do, what do I do!?" Panicked Freed. "I draw! NO!!! GRRR! I can at least wait you out. I set one monster and I end."

"I Draw." Said Somnambula. "I activate the spell Gravekeeper's Stele! I add two gravekeeper's monsters from my hoof from the grave, This effect is not negated by Necrovalley! I add back my Curse, and my Chief! Now I play the spell, Necrovalley Throne! This card has two effects. I can either add a gravekeeper from my deck to my hoof, or special summon a gravekeeper from my hoof. I choose this second effect to special summon my Chief!" Chief Reappears on the field and looks angry.

"You will pay for destroying me!" Said the chief. "Somnambula, finish off this Pathetic Shadow Rider!"

"I plan too! First my supernaturalist will destroy your face down!" Said Somnambula. She raises her hand and casts a spell on the card which shatters, revealing a poor Queen's Knight before she is destroyed. "Now my Chief, deal the final blow and attack him directly!"

"HAVE MERCY!" Yelled Freed, but it was too late. Chief points his staff at him and another lightning bolt strikes freed, who yells out in agony as his lifepoints hit zero.

[Somnambula vs Freed: Winner Somnambula]

Supernaturalist fades, but chief stays on the field. Somnambula attempts to approach Freed but Chief holds up his staff to block her way.

"No, there isn't anything we can do. The Shadows must have a soul." Said Chief.

"GAH!!!! NOOO!!! MASTER PLEASE!" Yelled Freed as he collapses on the ground.

"I can't just do anything. He is still a pony who can be saved." Said Somnambula.

"He can be saved, but not now. You can save him by venturing the umbral plains." Said Chief.

"AHHHH!!!! PLEASE MASTER!!! I HAD HER! I ALMOST HAD HEEEEEEAAAAAAAUUUUGGHHHHH!!!!!" Yelled Freed in mid sentence as the Shadows penetrate his eyes, mouth, and nose. He yells in torment as his soul is ripped from him by the shadows. He goes limp and falls to the ground as the shadows dissipate. Chief goes from being solid to transparent.

"Goodbye Somnambula, for now." Said Chief before completely disappearing. She and Sandbar then quickly rush over to Freed's body.

"Is he...?" asked Sandbar.

"Yes, his soul is gone." Said Somnambula gently placing her hoof on Freed's shoulder and rubbing it tenderly.

"Chief said that he can still be saved, What did he mean?" Asked Sandbar.

"I do not know just yet. But first, we must see who this pony is." Said Somnambula. She reaches for his mask and slowly pulls it off. Who it was underneath shocked them both to their core.

"No way..." Said Sandbar.

End of Chapter 12

Chapter 13: Home Front

As the others left on the train, some classes were cut and school ended around noon. The students mostly remain oblivious to what is really going on, but there have been a few students trying to piece together all current events. The professors dismissed these as rumors as to not start a panic. Since classes are ending early, most students hang out at the arena. Ocellus, Yona, and Silverstream were there watching some students duel.
"Yona so bored...Yona miss friends." Said Yona.
"They've only been gone for 3 hours." Said Silverstream
"Yeah, but Yona still miss them." Said Yona.
"Yeah, I do too. We waited all summer to meet back up, and now we have to split up again." Said Ocellus.
"Aww come on guys. It's not like they'll be gone forever. Besides, we are not completely split up." Said Silverstream. She looks over a few seats away from them and see both Brisk and Roulette sitting together. "Hey, we also have Brisk and Roulette still here. They can hang out with us while we wait for the others."
"You want to replace them?" Asked Ocellus with a raised eyebrow.
"No, just... filler till they get back." Said Silverstream.

Before either Ocellus or Yona could protest, Silverstream was already calling out to both Brisk and Roulette to come sit with them. Brisk and Roulette gladly take up on her offer and moves seats
"Hey guys, what's up?" asked Roulette.
"We were just wondering while Smolder, Gallus, and Sandbar are gone." Said Silverstream.
"Oh, and why are they gone?" Asked Brisk suspiciously. Ocellus nudged Silverstream in the side hard.
"OW!" Said Silverstream.
"Uh, they are out of town...with... Professor Dash and Jack! Yeah! And Secratary Spike. The food fight they started eventually took its toll and the school was low on food. So as punishment, they took them with them to go shopping.... in Manehatten." Said Ocellus lying.
"Really? But I thought Smolder made amends with the school's chef." Said Roulette. Brisk looked unamused.
"Well She did... But... Friend Smolder still needed punishment. And friend Sandbar and Gallus volunteered to join since they helped start the food fight.
"...Are you guys lying?" Asked Brisk not believing them.
"....no." Said Ocellus as she started to sweat.
"Come on guys, tell us the truth. We're not stupid, there's been a lot of weird happenings going on. It doesn't take a genius to connect the dots." Said Brisk.

Ocellus looked as if she was about to hyperventilate. They couldn't reveal anything to Brisk and Roulette as they were instructed to keep quiet. But unfortunately, someone who was listening to their conversation butted in to reveal everything.
"They are out on a quest with some of the Pillars." Said a voice behind them. They all look back to the row of seats above them to see Gizmo.
"G-Gizmo!?" Said Yona in surprise.
"Gizzy, how do you know that?" Asked Roulette.
"Well.. I kinda been following you guys and eavesdropping on you for a few weeks now." Said Gizmo climbing over the seats to sit next to them.
"Why!? Why would you do that!?" asked Silverstream a little creeped out.
"I'm sorry. I also been noticing all the strange things going on, and I just knew it involved the Elements of Harmony. So... I followed you guys to see what was going on... Is the Pony of Shadows really back?" Asked Gizmo.
"HA-HA-HA-HA-HA! The Pony of Shadows!? He is just an old Pony's tale, to scare fillies and colts." Said Brisk.

The three look at each other, seeing no point in hiding it any longer. They all three sigh and motion the other three to get in closer.
"What Yona and friends tell you, cannot be said again." Said Yona.
"We don't want to start a panic." Said Silverstream.
"So do you guys promise not to repeat any of this?" Asked Ocellus. The three nod.
"...Yes, the Pony of Shadows is here." Said Ocellus.
"You're kidding!?" Yelled Roulette, the three quickly shush her to quiet her down.
"Please be quiet. He returned whenever we brought back the Pillars, but we didn't know returning them would bring him back too." Said Ocellus.
"So, he is real, and bringing him back is your fault?" Said Brisk crossing his hooves.
"No no, it was an accident. Besides, it was really Headmare Twilight." Said Silverstream.
"Besides, that not worst part." Said Yona.
"He is drawing magic from the Shadow Realm, it weakens our connection to the realm of Duel Monsters so we are unable to contact our spirits unless we are in a shadow game." Said Ocellus. "He is also going around and corrupting ponies and creatures with his shadow magic and corrupting them, turning them into Shadow Riders." Said Ocellus.
"...What do these Shadow Riders do?" Asked Roulette.

The three hesitates debating whether or not they want to answer that question, since it is the one that will cause the most fear. But they have revealed so much, they might as well just say it.
"They are actively hunting all bearers of the Elements of Harmony, challenging them to Shadow Games. Real Shadow Games, where you really do lose your soul." all of their eyes widen, even Brisk's.
"So... what happened to Professor Dash and Applejack... that was real?" Asked Gizmo
"....Yes, they are in a comatose state right now." Said Ocellus. Gizmo and Brisk are left totally shocked and Roulette looks visibly freaked out.
"This is bad, this is so bad" Said Roulette placing her hooves to her head.
"Calm down Roulette, we have beaten more of them than they have us." Said Silverstream.
"Beating just one of you is bad! What if you all lose???" Said Roulette as she begins to hyperventilate.
"We won't let that happen. Just calm down ok, we and the others won't let anything happen to anypony or anyone." Said Ocellus. These words seem to calm down Roulette quite a bit. But, just as things were settling down, a cold breeze was felt.

"Oh no..." Said Yona.
"Brrrr... Did sompony leave the window open?" Asked Brisk.
"Worse...." Said Ocellus.
"A cold breeze is felt... when one of them is nearby..." Said Silverstream. The Three's eyes widen as a commotion is heard at the center of the arena. A match was interrupted by a black smog forming in the middle of the field. Red eyes are seen directly in the middle of the fog until it finally dies down, now revealing a Stallion in the center of the field. He had a dark maroon red coat with black hair. His cloak was already fixed as a cape, and also wearing a mask. But his eyes were glowing red. Everyone was confused on who he was and why he was here.
"Hey Buddy, Get off the Arena! We're in the middle of a game!" Said one of the duelists. The Pony turns his head and glares at him. This was intimidating enough to cause the duelist to slowly back away as well as his opponent. Slowly he turns his attention back to everyone else.
"...I am Malebranche! I seek the many heathens you fools look up to who bear the Elements of Harmony. Bring them to me, and you will all be spared my wrath." Said Malebranche.

The students look at each other in confusion, except for the six. Roulette covers her mouth with her hooves, Brisk glares at him angrily, Gizmo hides behind Brisk, and the other three show no fear to him.
"...NOW!" He yells startling everyone in the room. "I demand to face the Elements now so that they may fall before my master!" Said Malebranche.
"The only one who will be falling is you!" Said a voice at the entrance. They all turn to see Flash Magnus standing there courageously. "You will face me Shadow, and you will be the one falling."
"Tough talk Element. But my deck is ruthless and horrifying! You will not stand a chance!" Snarled Malebranche.
"We shall see." Said Flash as he steps onto the arena. The shadows form a Duel Disk on his arm, while Flash reveals that his shield, secretly houses his own Duel Disk.

"DUEL!"

[Flash Magnus vs. Malebranche]

"I will be the starting player, I draw!" Said Flash. "First I summon the Necro Gardna, {600atk. 1300def. Lv3} Now I place one card face down. Now it's your move."
"I draw." Said Malebranche. "I activate the Field Spell, Pandemonium!" As soon as the card is played, the area around the arena and the students begin to morph into a horrifying landscape. The sky was red, the ground was a sickly green and was covered in bones, and lightning struck all around them. It was more horrifying to see than the Zombie World card the six saw last year. Everyone in the stands was very uncomfortable and scared of the field spell. And of course, now that the Shadow Rider has played his card, the purple mist makes a return, the Shadow Game has begun.
"What is this place!? There is much evil here." Said Flash.
"This is Pandemonium! The homeland of the Archfiends. While this card is on the field, no one has to pay the lifepoint cost of any of the Archfiends. On top of that, if you destroy an Archfiend in any way except battle, I add one Archfiend card to my hoof whose level is lower than the destroyed monster." Said Malebrache with a smirk. "Now it's time for you to meet my Archfiends, I summon Shadowknight Archfiend! {2000atk. 1600def. Lv4} The monster is summoned to the field and lets out a horrifying shriek. Now the students in the stands were getting really scared.
"Look at that thing!" Said a random Slifer
"It looks too real!" Said a random Ra
"Don't let it get in closer!" Said a Random Obelisk. Malebranche smirks at all the panic he was causing.
"Archfiends! I have never heard of those monsters before." Said Brisk.
"I have, it's a rare deck. There are decks out there, similar to the Dragon Rulers, they emit dark auras as the monsters in them are evil, but they are nowhere near as strong as the Dragon Rulers. To name a few of these decks, there are Archfiends, Burning Abyss, Shaddolls, Cyberdarks, and Dark Sanctuary." Said Ocellus.
"So what we are looking at is an evil deck?" Asked Roulette.
"Yes. Most of the time, the ponies given these decks are able to tame the monsters in them, whoever this guy really is, he had to of been strong willed to resist the evil of the Archfiends...but not enough to keep back the Shadows." Said Ocellus sympathetically.

"Now watch Element, as my Archfiend tears your monster to shreds!" Said Malebranche. Shadowknight pierces Necro Gardna's shoulder with his claws, necro Gardna lets out a pained whimper and looks Shadowknight in the eyes. Shadowknight lets out another shriek as it then lands a devastating blow with its sword, destroying Necro Gardna. "Lucky for you, all damage dealt to you involving Shadowknight is halved, I end my turn."
"Ngh...I draw!" Said Flash as he took damage. "I summon Twin-Shield Defender! {700atk. 1600def. Lv4} Now I equip him with the equip spell Magna Shield!" Defender threw down both of his shields as a new one I magically summoned in his hand, it was Purple and had golden spikes on its sides. "Magna shield's effect depends on the position of my monster, since he is in attack position, his defense points are added to his attack, making him 2300! Now he will take on your Shadowknight!" As Defender got into a fighting stance, Shadowknight let out one more shriek and charged defender, swinging its sword over his head. Defender blocked it with ease using the shield and then stabbed Shadowknight in the chest with one of the spikes. Shadowknight shrieks one final time before being destroyed.
"Grrr! NO!" Said Malebranche.
"That's my turn, it's yours now." Said Flash standing tall.

[Flash Magnus 3300atk. Malebranche 3700]

[Flash 3 cards/ Malebranche 4 cards]

"I draw!!" Said Malebranche angrily. His anger subsides and he then smirks upon seeing the card he drew. "I activate the continuous spell card, Archfiend's Oath." A large stone covered in writing in an impossible language rises from the ground. "Now, I offer 500 lifepoints, then I call out one card name, I then reveal the top card of my deck, if it is the card I called out, I add it to my hoof, if not, it goes to the grave."
"Pfft, good luck with that." chuffed Flash.
"What a gamble..." Said Roulette.
"There is no way he can rely on a strat like that." Said Silverstream. Malebranche places his hoof on top of his deck and he closes his eyes. He waits a moment and then smirks again.
"I call out...Resonator Call!" Said Malebranche. He draws the card dramatically and reveals it was Resonator Call.
"No way!" Yelled Brisk.
"What luck..." Said Roulette, genuinely impressed.
"There is no way you just did that! You had to of rigged that!" Said Flash in anger.
"If you can prove I just cheated, I will surrender right now and sacrifice my soul." Said Malebranche. All Flash could do was glare at him and grit his teeth.
"Seriously? But how can he prove it?" Asked Silverstream.
"...He can't." Said Gizmo.
"Now, I activate Resonator Call, to add the Flare Resonator to my hoof who I now Summon. {300atk. 1300def. Lv3 Tuner}. Now I activate everyone's favorite card, Monster Reborn to resummon your Necro Gardna to my side of the field." Said Malebranche.
"NO! I need him in MY graveyard!" Said Flash. But it was hopeless, his monster was resummoned.
"Now, I tune for six, synchro summoning Archfiend's Call! {2500atk. 1200def. Lv6 Synchro}

The monster is summoned to the field, he was just as horrifying as the last Archfiend. Had Lighting all around him as well as a bright green aura.
"Since he was synchro summoned with Flare Resonator, he gains 300 extra attack, making him 2800 attack, and he cannot be targeted by any card effects. Now, my Archfiend, Destroy his defender!"
"No! I activate my face down, Spear Shield! My monster gains an extra 400 attack for this turn! Now they are even!" Said Flash. As the Defender is given a spear with a shield on it, Archfiend's call sends a bolt of lightning right at him. Before he is struck, he throws the spear hard. Both monsters are struck, and both are destroyed. "No one loses lifepoints and now you are defenseless! By my next turn, with nothing to defend you, I will defeat you, you Monster!"
".....hehehehe....Hehehehe...Hahaha, HA-HA-HA-HA!!!" Malebranche started cackling like a demon. "Thank you so much Element! You did my work for me!"
"You wanted me to destroy your monster?" Flash asked in confusion.
"Yes I did, now the second effect of Archfiend's call activates!" Said Malebranche, smiling madly. "When he is destroyed by a card you control, he leaves behind one monster to defend me. I get to Special summon one Summoned Skull Archfiend from my hoof, deck, or graveyard!" Flash's eyes widen as Malebranche summons a Summoned Skull from his deck. {2500atk. 1200def. Lv6} "Now, since it is still my battle phase, and you are the one with no card on the field, I'LL CRUSH YOU!" Summoned Skull Shrieks loudly as he is struck by a bolt of Lightning. He then conducts the lightning and shoots right at Flash Magnus. Flash is struck and he lets out a long and painful scream as the lightning zaps a huge chunk of his life points. He eventually collapses to the ground and pants hard.
"Hehehe. You will parish element. I end by setting one card face down."

[Flash Magnus 800/ Malebranche 3200]

[Flash 2 cards/ Malebranche 2 card]

The shock was so painful, Flash stayed on the ground for a bit wincing. He slowly tries to make it back up to his hooves, but collapses again. Malebranche's smirk turns into a frown.
"Pathetic, and here I thought one of the Pillars, the ones who locked away my master, was going to put up a fight. Now here you are, laying before me. You are a disgrace. Get up, now. Face your doom with dignity, or lay there like a coward and forfeit." Said Malebranche.
"Come on Flash! You have to get up!" Yelled Silverstream. Flash slowly moves his head to look up into the stands. All the students were on the edges of their seats watching the duel. But his attention was mostly on Silverstream who was standing. "You have too! You represent Bravery...If you give up...the Elements are weakened..." Said Silverstream. Silver's words were touching to Flash, and he knew she was right. He closes his eyes tight and lowers his head. Slowly, he begins to glow.
"What? What is the meaning of this?" Questioned Malebranche. Slowly, Flash places one hoof firmly on the ground, then another, and with all his might, begins to stand. Malebranche said nothing as the higher flash stood, the brighter he glowed. Flash grits his teeth and finally, gets right back on his hooves, and stands tall. All students attending, then begin to clap, admiring Flash's will.
"This duel is not over Shadow, you will pay for your brutality." Said Flash. His voice sounded like as if multiple ponies were talking all at once, Malebranche only smirked at him.
"Finally, the element of Bravery shows itself. Now the real fun can begin." Said Malebranche.

"We now draw!" Said Flash. "We activate the spell card Graceful Charity to draw three cards, and discard two. Now prepare for our unbeatable combo! We summon an old friend, Gearfried The Iron Knight!"{1800atk. 1600def. Lv4.}
"How do you possibly plan to win with that?" Asked Malebranche.
"We are far from done, because now we activate the spell Release Restraint!" Said Flash.
"What? I have never heard of such a card. What does it do???" Asked Malebranche.
"If we have a Gearfried The Iron Knight on our field, he then becomes our most powerful monster!" Gearfreid's armor slowly begins to crack, this causes Malebranche to raise an eyebrow. Eventually, the armor shatters and a bright light surrounds Gearfried; when it dies down, his true form appears. "Behold! Gearfried The Swordmaster!" {2600atk. 2200def. Lv7}.
"...Incredible..." Said Brisk with his eyes wide.
"Now Monster, We equip him with the spell Divine Sword - Phoenix Blade! Giving him 300 extra attack, making him 2900! That is not all, now Gearfried's effect kicks in. As soon as he is equipped with an equip spell, He instantly destroys one of your monsters!" Yells Flash.
"WHAT!" MaleBranche calls out in anger. Gearfried wields his new sword tightly, With one slash, he easily cuts summoned skull in half and destroys him.
"Now Gearfried, Attack him directly!" Commanded Flash. Gearfried leaps high into the air and then brings his sword down hard onto Malebranche, who now is the one calling out in pain as their lifepoints dramatically drop. "With the last card in my hoof, I activate Card of Demise! I draw until I have three cards, but I must discard my whole hoof at the end. I play Blue medicine to heal myself for 400, then with the last two, I set. I now end."

[Flash Magnus 1200/ Malebranche 300]

[Flash 0 cards/ Malebranche 2 cards]

Malebranche surprisingly stays standing, but he is breathing heavily and has his head lowered. Suddenly, a massive amount of Shadows spew from his back like tentacles and fling themselves all over the place. He raises his head to show a very angry expression.
"You. Will. PAY!!!" Yelled Malebranche as he drew. "I activate my face down, Call of the Archfiend! I target one level 5 or higher Archfiend in my grave, I discard one card, and then special summon back my targeted Archfiend. I discard and bring back Summoned Skull! Now, I activate the card Star Changer! This allows me to lower his level by one, making him Level 5!"
"Now you have no cards in your hoof. What do you plan to do now?" Asked Flash.
"You wanna know? YOU REALLY WANT TO KNOW!? Fine!" Yelled Malebranche as he reached into his graveyard and forcefully yanked out a card.
"Hey! That's cheating!" Said Silverstream.
"...I don't think he cares Silver." Said Ocellus. Malebranche holds the card out towards Flash, it was Flare Resonator that he used earlier. He then held it above his head. slowly, the shadows began to circle it, before shooting directly into the card. Flash, and the six students held their eyes open wide, it was their first time seeing a card get corrupted. They could hear the card cry out in agony which causes the element bearers to cover their ears. Silver and Ocellus even begin to tear up at the card's pain.
"Stop it! Make him stop!" Yelled Yona.
"Shadow! Cease! Halt NOW!" Yelled Flash but it was too late. He lowers the card and shows him it's new form. Malebranche smirks evilly at Flash.
"Now, I summon the monster, Dark Resonator!"{300atk. 1300def. Lv3 Tuner}

"You deserve nothing but pain for what you did, Shadow!" Said Flash through gritted teeth.
"Your threats mean nothing to me Element." Said Malebranche. "I now tune for 8, Synchro Summoning the most powerful Archfiend in my deck. hehehe I synchro summon, RED DRAGON ARCHFIEND!!!" {3000atk. 2000def. Lv8 Synchro} The huge Dragon is summoned to the field and lets out a loud and terrible roar. It stares down Flash and Gearfried like a hungry lion.
"Sweet Celestia! Look at it!" Yelled Brisk.
"That is the scariest looking dragon I have ever seen..." Said Gizmo.
"It's game over... no way he can beat that thing." Said Roulette. The other three stayed quiet as they all looked at Flash. He was unphased by the dragon and remained standing stoically.
"I know you have something planned with your face downs Flash, so I won't even bother attacking you this turn." Said Malebranche.
"...You are correct." Said Flash.
"Dude! Why are you giving away your strategy!?" Said Brisk in confusion.
"I don't think he is, I think he is trying to trick him into a trap." Said Ocellus. Malebranche smirked and Flash.
"As I thought, So now I end. He-he-he. Now that I'm in my end phase, My dragon's effect activates! All monsters on your side of the field that did not make an attack are DESTROYED! It's OVER!!!" Yelled Malebranche. Red Dragon Archfiend opens its mouth and builds up fire in his mouth and is about to destroy Gearfried. Gearfried holds his sword tight and grits his teeth. He looks back at Flash for help, Flash smirks and nods.
"I activate my Trap card, Skill Drain!" Almost immediately Red Dragon Archfiend powers down.
"What!? What did you do!?" Yelled Malebranche.
"Skill Drain is a powerful trap, I pay 1000 lifepoints, and all monster effects are NEGATED!"
"NO!...Wait... Hehe you know what, that's fine. Now you have locked yourself out of your monster's effect as well." Smirked Malebranche.

[Flash 200/ Malebranche 300]

[Flash 0 cards/ Malebranche 0 cards]

Red Dragon Archfiend leans forward towards Gearfried, drool leaking from his mouth. Gearfried stands his ground and shows no intimidation.
"Unfortunately Shadow, that can't be farther from the truth." Said Flash.
"What do you mean? You have no cards in your hoof." Said Malebranche.
"Heh, you must have forgotten my second face down." Said Flash. Malebranche's eyes widened and looks down at it. "Because of Card of Demise, I had to place this card down, or I would lose it, now that it's my turn, I can use it. First the draw, Now I activate, Mystical Space Typhoon!"
"NO!" Yelled Malebranche.
"I use it to destroy my own Skill Drain, now monster effects are back." Yelled Flash. Gearfried smirks while Red Dragon Archfiend flinches his head back and hisses. "Luckily for me, the card I just drew marked your end Shadow. A warrior is not complete unless he has a sword and shield, So I activate the equip Spell Bashing Shield!" Gearfried has a shield magically summoned into his other hand, it has a massive spike on it. Gearfried covers his chest with the shield and begins to rhythmically hit his shield with his sword. Malebranche stands motionless, staring at Flash. "This card gives my monster 1000 extra attack, making his total attack 3900! Not to mention, that's a second equip card, so now Red Dragon Archfiend is destroyed!" Gearfried charges the Dragon and once again leaps into the air, heading straight for the dragon's head. The dragon lets out a roar before Gearfried brings his sword down, and decapitates the dragon. Gearfried lands directly in front of Malebranche, who slowly looks up at him. The dragon falls, and is destroyed. "Now Gearfried, end this duel." Gearfried raises the sword, and strikes Malebranche, he calls out as he is launched backwards and loses.

[Flash Magnus vs. Malebranche: Winner Flash Magnus]

Slowly the field pell begins to melt away and the students are brought back to the arena. The shadows rush towards Malebranche who slowly gets back to his hooves, He says nothing, and he does nothing. All he does is give Flash Magnus a death stare. He locks eyes with the rider as the shadows begin to rip the soul from him, he does not scream, he doesn't even react as the shadows aggressively circle him and enter his eyes and mouth. Soon the shadows dissipate and Malebranche collapses to the ground, as Flash finally stops glowing. Everyone remains quiet and speechless. Eventually however, Rarity bursts in and quickly walks onto the center of the arena and makes a speech. She had to of been hiding behind the door to the arena while the duel was going on.
"Thank you all for participating in this dramatical duel! As an apology for classes ending early, expect to see dramas like this for your entertainment!" Said Rarity forcing a smile. The students slowly then begin to clap and even whistle.
"Wow! They really got me!" Said one student.
"That seemed so real! I can't wait for the next performance!" Said another. The only ones who weren't cheering were the six, as they really knew what was happening. They look towards the entrance to see their other professors slowly dragging Malebranche away and helping Flash as he limps away.

"Dude, that was messed up. Why don't the professors just send us home? We are practically on the front lines." Said Brisk.
"Because, it could cause students to spread the rumors back to their homes, it could cause a mass panic. If that happens, The Pony of Shadows could power up quicker." Said Ocellus.
"Besides, while pony students here, students are protected by pillar ponies, Professor ponies, and Yona friends." Said Yona
"Still, everyone is in danger with those creeps running about." Said Roulette.
"We should trust them, The Elements are powerful. They have saved Equestria more times than anypony can count." Said Gizmo.
"Thanks Gizmo, we promise to keep you guys safe." Said Silverstream with a comforting smile. Gizmo smiles back at her.
"Well... Would it be ok if we hang out with you guys more? That way we are extra safe?" Asked Roulette. The three lightly chuckle.
"Yeah, of course you guys can." Said Ocellus.

End of Chapter 13

Chapter 14: Old Friends Unite

Back to Baltimare, it was the next day after Somnambula's duel. They were all sitting in the same hotel again, as the others were getting the full story from Somnambula and Sandbar.
"It sounds like your opponent, despite being consumed by shadows, was severely inexperienced." Said Starswirl.
"He was, it may have made him insecure which is the emotion the shadows latched onto." Said Somnambula.
"You two were really shook up when you guys got back. How come?" Asked Rockhoof. Somnambula and Sandbar looked at each other and were almost hesitant to answer.
"After my victory, we unmasked the Shadow Rider...who it was, was...upsetting." Said Somnambula.
"Who was it?" Asked Smolder.
"....It was Prince Blueblood." Said Sandbar. This reveal rendered the room speechless, everyone was knocked into awe.
"...Prince Blueblood? THE Prince Blueblood? The Nephew to Princess Celestia?" Asked Gallus.
"...Yeah." Said Sandbar.
"How...How is that even possible?" Asked Smolder.
"The Shadows can infect anyone, even royalty it seems." Said Starswirl approaching the huge window in the hotel room. "This situation is getting more and more dangerous everyday. We Should all just sacrifice ourselves again to trap the Pony of Shadows in the Shadow Realm again."
"We can't now Starswirl." Said Somnambula.
"Yeah, now that pony souls are unfairly trapped there as well, they'll parish if we don't free them before we leave." Said Rockhoof.

Starswirl sighs heavily as he rests his head against the glass. Slowly he turns back towards the group. "I know...I know." Starswirl looks back at Somnambula. "Where is Prince Blueblood now?"
"He is at Baltimare Hospital. With my authority as a Pillar, I got him secretly admitted." Said Somnambula.
"Good, good. When I can, I'll notify the Princess on her... troubled nephew." Said Starswirl. "We are far from done, however, we must get back onto the train."
"What!?!?" Yelled Gallus. "But we just got here Yesterday!"
"And our business here is done. I no longer sense the shadows anywhere close here." Said Starswirl.
"Aye, me neither." Said Rockhoof.
"Then we must get packing." said Somnambula. All the students groan and groggily get up to go to their room to pack. Within 30 minutes, Everyone was packed and ready to go. They all head down to the front desk and check out and are soon on their way. They exit the hotel and begin walking towards the train station. As they were walking, The students looked down an alleyway and see a bunch of kids dueling each other. They all stop to watch for just a moment with smiles on their faces. Quickly however, they were told to keep up by Starswirl prompting them to quickly catch up.

They make it to the train station and buy their tickets. They had to wait for the train to pull into the station as the train wasn't there yet. Eventually, other ponies begin to arrive at the train station, some looking like important business ponies. The students sit waiting in boredom as they and the pillars wait patiently. Among the chatting ponies however, Starswirl eventually could feel a feeling of darkness approaching. A cold breeze hits all six of them which perks all of them up. They quickly get to their hooves/claws and re-group.
"Do you all feel that?" asked Starswirl.
"Aye!" Said Rockhoof.
"What do we do?" Asked Smolder.
"Watch your back, there are a lot of ponies here." Said Somnambula. They all begin to look around them, trying to spot the Shadow Rider, or Riders. As Sandbar was looking around, in his peripherals, he sees somepony in a cloak, but when he turns his head back, they are gone.
"AH! I saw one!" Said Sandbar.
"Quiet, don't draw attention to yourself." Said Starswirl.
"I think it's too late for that." Said Somnambula pointing forward.

There standing in the middle of the station were Four hooded figures. Everyone held their breaths, there were four this time. Two of them step forward till they were only 10 feet away.
"Heh, hello Starswirl. Long time no see." Said one of them.
"You, I remember you!" Said Starswirl, recognizing his voice. They both pull down their hoods to reveal they were Enigma, and Eclipse. The students gasp in surprise and back up fearing the both of them.
"What are you two doing here?" Said Somnambula with an angry expression.
"Our Master believes you six are the bigger threat than the others back at that pathetic school." Said Eclipse.
"So he sent us here to see if our fellow riders could use some back up." Said Enigma.
"We saw how you took down Freed, now we plan to take you out." Said Eclipse.
"In a tag duel." Said Enigma.
"A 4 vs 4!?" Exclaimed Rockhoof."
"No, two of you will take on two of us, then the winner faces the other two." Said Eclipse.
"We are being cordial about this Elements, We suggest you take us up on our offer, or this will get ugly." Said Enigma.

The Pillars turn to face the students to discuss the duel with them.
"One of you three must help us with this duel." Said Rockhoof.
"But, why can't two of you three duel?" asked Gallus.
"We are all gonna duel, but one of you needs to be the fourth." Said Somnabula.
"We promise, Nothing bad will happen to you." Said Starswirl reassuringly. The students were very skeptical, except for Smolder, who gave it great thought.
'You're a dragon!' She thought to herself. 'Dragons are not scared of anything!' "I will" She finally said allowed. The two boys look at her weird.
"Very well young Smolder, you will be my partner." Said Starswirl.
"Why you and me?" asked Smolder.
"I wield the Dark Magician. You wield the Red-Eyes Black Dragon. These two monsters are ancient allies. We will perform well together." Said Starswirl. Smolder sighs heavily and then nods. She then steps forward with Starswirl.
"Heh, you and a child? Very well. You two will be facing those two behind us first. " Said Eclipse.
"Cowards, you avoid me?" Said Starswirl.
"Oh no Starswirl, We'll face you very soon. Hehehe." Said Enigma.

The two back up as the other two step forward, their close hiding all features of who or what they are.
"Are you ready, Elements!?" One of them barked.
"We are as ready as can be." Said Starswirl. He opens one of his tomes, his horn then glows as he casts a spell to form a magical duel disk on his foreleg. Smolder gulps and activates her own.
"Hehehe, your doom is sealed!" Said the second Figure. They rip off their cloaks to reveal themselves. One of them was a Dragon with dark red scales and the other appears to be an unreformed Changeling, like their predecessors, they wore masks and had duel disks made out of Shadows. The remaining four pillars and students were a bit surprised that these Shadow Riders were not ponies. By now, most of the business ponies were drawn to them as they were making a lot of ruckus. upon seeing a duel was about to start, they all gave them some space.

"DUEL!"

[Shadow Riders Vs. Elements of Harmony]

[Shadows 8000/ Elements 8000]

"Prepare yourselves Shadows, I am starting this, Draw!" Said Starswirl using his magic to hold his cards. "I summon the Magician's Rod! {1600atk. 300def. Lv3}."
"What is a rod without the Magician?" Questioned the Dragon.
"Be patient, as its effect activates. I can now add one spell or trap card that mentions the Dark Magician, I add, Magicians Navigation. Now I set two cards and activate the Spell Ledger of Legerdemain! I banish the top 3 cards of my deck face down, then three turns after this card's activation, I add them to my hoof. That is my turn." Said Starswirl.
"My turn! Draw!" Said The Changeling. "I summon Drill Bug! {1100atk. 200def. Lv2.}" The first card of the Shadow Riders was played, and now the purple mist slowly began to appear. This causes the ponies around them to whisper amongst each other. "Now, I equip him with the spell Insect Armor with Laser Cannon! Now he gains 700 attack making him 1800! Now, Attack his Rod!" The Drill Bug uses the canon to destroy the magical floating rod. "Hehehe. When Drill Bug deals damage, I target one Parasite Paracide in my deck, I shuffle then place it on the top of my deck, Hehe, I now end."
"M-My turn, Draw." Said Smolder. "All I can do this turn is set one monster."
"And I thought these Element Dorks were gonna put up a good fight. They are playing so lamely." Said the dragon as he drew. "I summon Gagagigo! {1850atk. 1000def. Lv4} I set one card and I will attack your face down with Gagagigo!" Gagagigo gets low and then launches in the air to pounce onto the card, It soon flips to reveal a half dragon hybrid who swiftly defends himself and knocks Gagagigo back.
"You attacked my Keeper of the Shrine! He has 2100 defense points!" Said Smolder
"Why you little...! GRRRR!! Fine, Drill Bug, attack the pony whose old as dirt!" Said the Dragon.
"No you idiot!" Yelled the Changeling.
"I activate my face down, Magicians Navigation! I first special summon, the Dark Magician! {2500atk. 2100def. Lv7}" Yells Starswirl. The Spellbinding Circle forms on the ground, and slowly, the Dark Magician rises from it, with his arms crossed and holding his staff tightly. The Dark Magician then glances behind himself to look at Starswirl. Starswirl sighs lightly in relief. "Hello old friend." Says Starswirl. Dark Magician nods and turns back towards the riders. Now from my deck I can special summon one level 7 or lower spell caster, I chose the Dark Magician Girl! {2000atk. 1700def. Lv5}" From the same Spellbinding Circle, the Dark Magician Girl also rises up and joins her teacher with a smile on her face.

[Shadows 7750/ Elements 7800]

[Starswirl 3 cards/ Smolder 5 cards/ Changeling 4 cards/ Dragon 4 cards]

"Now he has both of his magicians on the field! You happy you dumb oaf!" Said the Changeling.
"They were gonna come out eventually, besides, I got a counter ready for them, hehehe." Said the dragon to his teammate quietly.
"If you two are done bickering, I do believe it is my turn." Said Starswirl as he drew. "I set two more cards and my Magicians will destroy your monsters!" Both Magicians aim their staffs at the monsters as a magic blast was fired from both of them.
"Not So fast, Beardy! I activate my Trap, Mirror Force!" Yelled The Dragon.
"Oh no!" Yelled Gallus as the card flips and stops the attack and prepares to fire them back.
"Unfortunate, but Anticipated." Said Starswirl.
"Anticipated!?" Yelled the Dragon.
"Yes. Since Magician Navigation was sent to the grave last turn, it's second effect is available to me. I can banish it from my graveyard and one spell or trap card has it's effect negated this turn. Unfortunately, My Magicians will be destroyed when I end, but their attacks will deal a great damage to your life points!" The Magicians smirk and then send out another magical attack where each one destroys both monsters. The Two Riders groan in pain as they lose their points. "Now...I must end." Said Starswirl, closing his eyes. Mirror Force pops back up and unleashes a devastating blast on the magicians, destroying them. "You will be brought back my friends."

[Shadows 6800]

[Starswirl 2 cards]

"HISSSSSS My turn! Draw!" Yelled the Changeling. "I activate the Spell Shard of Greed! Every time I draw a card I place one greed counter on this card. When I have two I can send this card to the grave to draw two cards. I also set one monster and one other card and end!"
"Watch yourself Smolder." Whispered Starswirl. "That has be Parasite Paracide he set. It is a very tricky monster, take caution."
"I will, thanks for the heads up." Said Smolder. She turns her attention back to the Shadow Riders before drawing her card. "Keeper of the Shrine can be used as 2 tributes when Summoning a Dragon type monster, I summon Red-Eyes Black Dragon! {2400atk. 2000def. } Red-Eyes is summoned and lets out a mighty roar. "Man, it's so good to see you buddy!" Said Smolder. Red-Eyes looks at her and bellows. Then however, he begins sniffing the air and begins looking around him.
"He was here Ancient one, but he is in the grave, You two will be united soon." Said Starswirl, knowing Red-Eyes smelled the Dark Magician.
"Red-Eyes, attack his face down!" Commanded Smolder. Red-Eyes looks down at the card and goes to bite it, However, a large bug is summoned as the card flips and catches Red-eye's maw. "That's not Parasite Paracide!"
"Hehehe, no, it's Man-Eater Bug! When He is flipped summoned, one monster is destroyed, Say bye bye to your Red-Eyes!" Snickered the Changeling. Red-Eyes and the bug soon shatter into pieces and destroyed.
"No! We're defenseless!" Panicked Smolder.
"Calm down little one, we are far from out." Said Starswirl remaining stoic. Smolder gulps and then looks at her claw.
"I set one card and I end..." Said Smolder

[Changeling 2 cards/ Smolder 4 cards]

"My turn! Draw!" Said the Dragon "Heh, I activate the Spell Cost down to mark down one monster's level by two in my claw. This allows me to normal summon Giga Gagagigo! {2450atk. 1500def. Lv5}. I will set two cards and Giga Gagagigo will attack you directly!" With nothing to protect them, Giga Gagagigo let's out a loud roar before slashing both Smolder and Starswirl. Smolder let's out a pained yell and is knocked back, but Starswirl stays where he is. He closes his eyes tight as he was attacked but slowly opens them back up and glares at the two Shadow Riders.
"Still standing huh? You're either brave or foolish. It doesn't matter which, as both of your best monsters are in the grave, nothing will stop us." Said the dragon.
"That is where you are wrong, Shadow. As long as we have Life Points, we won't back down, and we will not show fear. As soon as those banished cards are added to my hoof, your fate will be sealed." Said Starswirl Stoically.

[Elements 5350]

[Dragon 3 cards]

"My turn, I draw!" Said Starswirl. "That was my second standby phase after Ledgerdomain's activation, my next turn will give me my cards. Now I activate the continuous spell, Dark Magical Circle! A powerful mystical circle forms around both Starswirl and Smolder. "When this card is activated, I look at the top three cards in my deck., Then I reveal one that is either a Dark Magician, or mentions the Dark Magician and I add it to my hoof. The last two cards are put back on the deck in any order I choose. Now, let's see...hmmm... I will add Eternal Soul to my hoof, as it mentions Dark Magician. I set one monster and one card and I end."
"My turn! Draw!" Said the Changeling. "Hehehe, I activated the ritual spell Javelin Beetle Pact! This ritual card allows me to use the materials in my hoof to summon Javelin Beetle! I use Metal Armored Bug as a tribute to summon Javelin Beetle! {2450atk. 2550def. Lv8 Ritual}. Now Javelin Beetle will attack your face down card while Giga Gagagigo attacks you directly again!" The Beetle uses his Javelin to destroy the face down monster. Giga Gagagigo then charges them preparing to attack. Smolder was about to flip her face down but Starswirl holds out his hoof towards her, signaling her to halt.
"Hold on child, that card will come in handy later." Said Starswirl. Smolder looks at him with a confused look before turning back to Giga Gagagigo just as he attacks them. Causing Smolder to cry out again, and Starswirl to get down to his knees.

[Elements 2900]

[Starswirl 1 card/ Changeling 0]

Each attack seemed to get more and more painful as their life points deplete.
"This is far easier than I expected, especially out of you beardy! I end my turn!"
"M...My turn... I draw." Said Smolder drawing her card. "Come on... I need my Red-Eyes..."
"Patience, young one. Trust me... We have them right Where I want them. Your Red-Eyes will be much more valuable to us on my next turn, just trust me." Said Starswirl still on his knees.
"...Ok, I trust you...I place a second card face down and I end!" Said Smolder.
"They have lost their will to continue! We got this!" Said The Dragon as he drew. "Giga Gagagigo and Javelin Beetle will attack you directly for game!"
"No! I activate my face down threatening roar! You can't attack this turn!" Said Smolder.
"Delaying the inevitable huh? Pathetic. I end." Said the dragon.
"My turn..." Said Starswril, getting to his hooves and drawing. "That's three turns after I have activated Ledger of Legerdemain! Now I recieve my three banished cards! Ah-ha... Smolder. You may flip your card now." Said Starswirl.
"um... Ok. I activate my face down, Red-Eyes Spirit! This summons my Red-eyes back to the field from my graveyard!" Yelled Smolder as Red-Eyes is re-summoned to the field and roars angrily.
"Perfect, Now watch closely shadows, the start of your end begins now! I activate my own face down, Eternal Soul! One of the many effects of this card allows me to resummon the Dark Magician from my grave to the field!" Yelled starswirl. Once again, The Dark magician Emerges on the field and stands next to the Dark Magician and stands next to Red-Eyes. Both the Dark Magician and Red-Eyes look at each other, as Red-Eyes coos, The Dark Magician smirks. "As friends unite on the field, so will they in another way, as I activate the spell Polymerization! Now watch as our monster become one!" Red-Eyes and The Dark Magician merge into one before forming a huge and heavily armored monster. "The Red-Eyes Dark Dragoon!" {3000atk. 2500def. Lv8 Fusion}

Everyone looks at the monster with interest except for the Shadow Riders who recoil.
"Whoa... It looks like the Dark Magician is wearing the Red-Eyes as armor!" Said Gallus.
"That looks like an unstoppable monster!" Said Sandbar.
"What in Equestria does that monster do!?" Cried the Changeling.
"Many things shadow, for starters, It cannot be destroyed or targeted by card effects. Now, I will activate one of his many effects to destroy one monster on your side of the field, I will destroy your Javelin beetle!" Yelled Starswirl. Dragoon raises his bladed staff and slashes the beetle and destroying it. "When A monster is destroyed by Dragoon's effect, you lose life points equal to the original attack of that monster, that's 2450 points of damage!" Dragoon then slashes the Shadow Riders as they both cry out and stumble back. Starswirl smirks as he wasn't through yet. "Unfortunately for you, I can activate this effect as many times in one turn equal to the number of normal monsters used to summon this card, Since both the Dark magician and the Red-Eyes Black Dragon are both normal monsters, I get to use this effect again! Now Dragoon, Destroy Giga Gagagigo for another 2450 life points!" Dragoon then destroys Giga Gagagigo and thrn slashes the Shadow Riders once again causing both of them to collapse to the ground.

[Shadows 1900]

The crowd of ponies watching the duel begin to clap for Starswirl and Smolder as together they pulled off an incredible play.
"Dude! Did you see that monster take out both of theirs!?" Yelled Gallus.
"Yeah I did! Starswirl just took away nearly 5000 of their life points, and he still has an attack!" Said Sandbar. The Shadow Riders stay on the ground as they look up at a very angry Starswirl.
"This is your chance to repent. Call off the Shadows, and you will be shown mercy." Said Starswirl. The Changeling hisses as the Dragon growled.
"Never!" They both said at the same time.
"Pity, then off to the Shadow Realm with you! Dragoon! Finish them off with a direct attack!" Commanded Starswirl as Dragoon slashes them one more time, finishing them off.

[Harmony Vs. Shadows: Winner Harmony]

Dragoon Seperated into the two monsters used to summon it. Smolder quickly grasped ahold of Red-Eye's leg as the Dark Magician floated beside Starswirl. The Two Shadow Riders then began to cry out. as if they were talking to someone in their head. Within seconds, the purple mist forming the shadow games pounced on both of them like wild hungry animals. they begged for their lives before slowly going limp. It was a disturbing sight, one Smolder didn't like to see again. but Starswirl watched til the very end. Slowly the monsters began to dissipate.
"Wait! Red-Eyes..." Said Smolder as he soon faded away.
"Until we meet again old friend." Said Starswirl. Dark magician gave him a nod before he too faded away. "Enigma! Eclipse! We have won! Now it's your turn!" Starswirl looked around them, but they were gone. "Enigma!!! Eclipse!!! By the Shadows, they are gone!"
"Cowards! They said they would duel!" Yelled Rockhoof!
"We can't worry about them now, we must go!" Said Somnambula.
"Why?" Asked Gallus.
"AAAAAALLLLLLL ABOARD! NEXT STOP PONYVILLE!" Yelled a conducter on a train that was at the station. It had a dark black paint job on it, different than most trains.
"Gah, The train is going to Ponyville. Perhaps we should return to the school, we managed to trap 3 Shadow Riders while out here." Said Starswirl. he turns next to a gentleman in the crowd. "You sir, call an ambulance, these two need to get to the hospital." Starswirl pointed to the two shadow Riders as the crowd began to check on them to see if they were alright.
"Uh... ok, will do." Said the Stallion.
"Come on, get aboard, I don't want to miss that train." Said Starswirl urgently.
They all rush towards the train as Smolder met ran alongside her friends.
“That was so awesome! Did you see that monster the Red-Eyes and Dark Magician made!?” Said Sandbar.
“Yeah! That was totally Awesome!” Said Smolder.
“I am never tag dueling you and Beardy with that thing in your arsenal!” Said Gallus.

End of Chapter 14

Chapter 15: The Machine Menace

It's night time at the school, all the students are well tucked into their bed, it's close to 3 o'clock. Tonight was the night both Fluttershy and Pinkie Pie were patrolling. Fluttershy walked the dark empty halls of the schools, she was absolutely terrified. A flash of lightning and thunder can be seen and heard through a window that causes her to flinch back. She takes a deep breath and continues her patrol. She eventually walks past the infirmary, she peeks inside to see all the different ponies inside, it was filling up pretty fast. Fluttershy takes a long sigh, her heart was heavy for everypony in that room, especially Spike. She turns away and begins walking down the dark hallway. Her only source of light was a lantern with lightning bugs in it, she held the handle in her mouth.

Because of how timid and easily scared she is, she kept glancing around every corner before going down it. Slowly, she could feel a sharp coldness. She shivers but brushes off the coldness as nothing more than a breeze. Her patrol takes her by the Cafeteria, the main corridor, and even by the Arena. After a while without hearing from Pinkie, she decides to head in the direction of her patrol, near the school's library. Fluttershy made her way towards the library, she kept getting a weird sensation that she was being watched. She quickens her pace as she rounds a corner. She then grinds to a stop upon seeing something dark, laying in the middle of the hallway. Very slowly she approaches it, as she was unable to see what it was. Eventually, through the darkness, she began to see some color, the color pink. She gasps as she gets closer and realizes it was Pinkie, lying motionless on the ground. She runs to her and kneels down and begins to shake her.
"P-Pinkie! Pinkie wake up! What happened!?" She said in panic. However, Pinkie remained unconscious.

Despite her attempts to try and wake her up, Pinkie remains unresponsive. Fluttershy doesn't stop in her attempt to wake her up. That's when a soft and sinister chuckle is heard behind her. Fluttershy freezes and grows silent. It was so quiet that her heartbeat was audible. She slowly turns around and sees a cloaked figure standing in the middle of the hallway. She gasps and begins to breathe heavily.
"Hehehe....What's wrong Element? Is your friend unresponsive?" Said The figure. She was female and had a smaller frame than the other Shadow Riders.
"Get! G-Get away!" Said Fluttershy is pure fear.
"Hehe, scared ain't ya? Hehehe. Well if you want me to leave, then you will be unable to save your friend." Said the figure in a teasing way.
"W-what!? Hey! Wait!" Yelled Fluttershy. The figure chuckles and slowly turns.
"Yes? Call me Karma." She asks.
"What did you do to Pinkie?" Asked Fluttershy
"I dueled her, and she lost. So now her soul is mine." Said Karma. Fluttershy grows cold hearing this. "But, Hehe, You can still save her.”
"H-How?" asked Fluttershy.
"You duel me now, I lose, I return your friend's soul, and mine will be taken. You lose, your soul will join her." Said Karma. Fluttershy hesitates for a moment. She wanted to refuse, but she couldn't turn her back on Pinkie. She needed to make an attempt to save her.
"Deal." Said Fluttershy. Karma smirked evilly.
"Then your destiny ends here." Said Karma as the Shadows form her duel disk, and Fluttershy activates her's.

"DUEL"

[Fluttershy vs. Karma]

"I- I will go first," Said Fluttershy as she drew. "I place two cards face down and I end."
"I draw." Said Karma. "Heh, I activate Polymerization. With the two Cyber Ogres in my hoof, I send them to the grave to fusion summon Cyber Ogre 2! {2600atk. 1900def. Lv7 Fusion}" Cyber Ogre is summoned to the field and lets out a horrifying screech. With her first move, The Shadow game has begun as the purple mist fills the hallway. "Now Cyber Ogre, Attack her directly!" Cyber Ogre lifts his Giant claw and brings it down hard towards Fluttershy.
"I activate the effect of Sphere Kuriboh in my hoof! I discard him, and before your monster's attack hits, he is immediately changed to defense position!" Exclaimed Fluttershy proudly.
"Grr! I forgot, your deck is full of those Kuriboh cards!" Said Karma annoyingly as her monster switched to defense mode.
"I trust no other monsters to get me out of any situation." Said Fluttershy Assertively.

[Fluttershy 3 cards/ Karma 3 cards]

"My turn now, I draw." Said Fluttershy slowly gaining more confidence. "I now activate the Spell Scapegoat! I summon 4 sheep tokens to my side of the field in defense mode! {0atk. 0def. Lv1 Token x4} With that, I will end!"
"So pathetic! I draw!" Said Karma. "With this card, I will be able to attack you directly, I summon Jinzo- Returner!"
"No You don't! Because I activate my trap card, Horn of the Heaven! I tribute one of my monsters and your summon is negated, and your monster destroyed!" Said Fluttershy.
"Your deck is 5 times more annoying than your pink friend's deck. Fine, I switch my Cyber Ogre 2 back into attack mode and he destroys your middle token!" Said Karma. Cyber Ogre swipes at the token and destroys it. "I end, your move element."
"I draw!" Said Fluttershy. "I place one card face down, and that is all I can do this turn."
"Grr, When are you actually going to duel me!? Whatever, I'm taking my turn now." Said Karma as she drew. "Heh, you're screwed now. You think you can still rely on your trap cards? Well not anymore! I tribute my Cyber Ogre 2 to summon Jinzo! {2400atk. 1500def. Lv6}." Fluttershy gasps upon seeing the horrifying monster. "Hehehe, now, while Jinzo is face up on the field, no trap card can be activated! Now Jinzo, destroy the left token!" Jinzo powers up his psychic blast before firing it, destroying one sheep token. Fluttershy only had one left. "I end Element, If I were you, I would use a monster other than your pathetic Kuriboh!"

[Fluttershy 4 cards/ Karma 3 cards]

"I draw." Said Fluttershy, her heart beats faster as she begins to panic. "I summon Kuribandit. {1000atk. 700def. Lv3} I will now end, so that I can activate Kuribandit's effect. I send him to the graveyard, Now I reveal the top 5 cards of my deck. I reveal Hinotama, Mystical Space Typhoon, Scapeghost, Kuriborhn, and Transcendent Wings. All spell and trap cards are added to my hoof, the monster card is sent to the grave."
"Hm, My turn, I draw." Said Karma. I activate Cyber Energy Shock! I target one card on the field, and I destroy it. I will destroy your last Sheep Token!" A large electrical blast is fired at the token and is destroyed. "Now Jinzo, attack her directly!" Jinzo stares down Fluttershy with malicious intent, and begins to power up his attack.
"I activate the effect of Kuriborhn in my graveyard!" Yelled Fluttershy. "When you declare an attack, I can special summon any number of Kuriboh monsters from my grave, to the field! I summon to the field in defense mode, Clear Kuriboh, and Kuribandit!"
"You're really starting to make me angry! But, you know what, I will pass from attacking this turn. Hehe." Chuckled Karma, she was obviously planning something. "I Enter main phase 2, now that you have two more monsters than me, I can special summon the Fiend Megacyber from my hoof. {2200atk. 1200def. Lv6}. Now I build the Overlay Network! I combined my Jinzo with my fiend Megacyber to Xyz Summon Jinzo-Layered! "

[Fluttershy, 7 cards/ Karma 2 cards]

"I draw." Said Fluttershy. "Hmm... Nothing I can do, so I will pass."
"YOU END!? You have 8 cards in your hoof now, and you END!? How dare you not take me seriously! I will make you pay Element! I draw! Now, Jinzo, attack Kuri-" Said Karma before quickly being cut off.
"Not so fast! I activate the quick play spell, Flute of Summoning Kuriboh! This allows me to summon Winged Kuriboh to my field!" Said Fluttershy. Her Kuriboh appears on the field and hums cutely and quickly cuddles up to fluttershy. "Awww... I missed you too." Said Fluttershy, nuzzling it.
"BLECK! How pathetic! It doesn't matter, because it will not stop my new jinzo's attack!" Said Karma.
"He won't but he will now! Because I also activate the quick play spell Transcendent Wings! I tribute my Winged Kuriboh, and two more cards in my hoof to summon Winged Kuriboh Lv10! {300atk. 200def. Lv10}" Winged Kuriboh floats in the air and emits a bright light. Eventually, it morphs into Winged Kuriboh Lv 10. Karma takes a few steps back, only slightly intimidated. "Now I activate his effect! During your battle phase, I can tribute him and destroy all your attacking monsters! Then you lose life points equal to their combined attack! Since you only have your Jinzo, he is gone, and so is 2400 of your life points!" Winged Kuriboh acts as a spear and flies directly at Jinzo-layered and kamikaze's himself and destroys him. Karma is flown back had from the explosion. Karma slowly makes it to her hooves and glares at Fluttershy, who stands triumphantly. "Seeing as there isn't anything for you to do, with no more cards on your side of the field, I take it you now end right? So it's my turn. I draw and switch my Sphere Kuriboh and my Kuribandit in attack mode. They both attack you for a combined attack of 1300." The force from the attack from the two kuribohs knocks Karma back to the ground.

[Fluttershy 4000/ Karma 300]

[Fluttershy 4 cards/ Karma 3]

"As long as I have my Kuribohs, I will never fear you. You underestimated my furry friends, and now you see something small, can make a huge difference. I still have my Hinotama spell card. I could play this and you will lose. But no matter how nasty you have been... I don't want you to lose your soul. You can turn yourself around. You can overcome these Shadows. you can make peace. Return Pinkie's soul, and all of us can escape this." Said Fluttershy softly.
"You...YOU LIE!" Yells Karma as she stumbles a lot as she tries to stand again. "You are making a fool out of me! You are going to play that card anyway just to spite me! You must be bluffing! You hate me, so finish me!"
"....I end my turn." Said Fluttershy. Karma quickly looks at her.
"Is that your proof that I'm not lying? I didn't play it. Now, please listen to me. You don't have to do this. Do the right thing Karma." Said Fluttershy reassuringly. Karma actually pauses for a moment, she looks down at her duel disk. She feels the Shadows slowly dissipate from her mind as the feeling of guilt slowly seeps in. Fluttershy's words were breaking through the Shadows. She felt like placing her hoof on top of her duel disk, and surrendering. She actually had no way of bringing Pinkie back, but saving Fluttershy's soul, would be her redemption. Though, she would lose her soul in the process. She moves her hoof to the duel disk, and suddenly grabs the top card on her deck and draws. 'What if this is a good card?' Said a voice in her head. 'Look at it.' Slowly she turns the card around and her eyes widen. She felt excitement from the card she drew and the shadows slowly fully consumed her thoughts again, pushing out all emotions she just felt.
"You are a fool to trust me Element, now taste your doom!" Yelled Karma.

"I activate the spell Cost Down!" Yells Karma. Fluttershy remains silent. "With this spell, all monsters' levels in my hoof are marked down by 2, Allowing me to summon without tribute, Jinzo The Mechanical Menace! {2400atk. 1500def. Lv6}" This new version of Jinzo appears on the field, and crosses his arms. "Now I activate his effect, I send him to the grave to bring back my old Jinzo from the grave, and When that happens, all set and activate trap cards are destroyed!" As Jinzo returns, Fluttershy's only face down is destroyed. "Now, I activate Monster Reborn, to bring back my Mechanical Menace!" Both Jinzos on the field Cross their arms and stare down Fluttershy's Kuribohs. "With the last spell in my hoof, you're finished. I activate my second Cyber Energy Wave! Now it destroys your Kuribandit!" Another shock wave strike's Fluttershy's field and destroys Kuribandit. Fluttershy remains silent, but a single tear runs down her cheek. "Now that I have a Jinzo on the field, I can activate the second effect of Cyber Energy Wave. All Jinzo cards gain 800 attack, making both of my monsters 3400! With a measly 300 attack kuriboh on your field, You are done! Jinzo! Destroy!" Both Jinzos power up their psychic blast, one fires and hits Sphere Kuriboh, while the second strikes Fluttershy Directly. She Is flown back violently and lands on the ground hard.

[Fluttershy vs. Karma: Winner Karma.]

Karma slowly approaches Fluttershy and stands over her smirking. Fluttershy looks up at her, tears flooding her eyes.
"You were a fool to trust me. I had no power to bring back a soul, I only said that to entice you to duel me, now I bagged two souls in one night. You are pathetic, weak, and a fool." Bragged Karma. Fluttershy sniffles as she struggles to get her words out.
"...I... I still believe in you." Said Fluttershy. Karma Instantly stops smirking. "...I still believe...you will do the right thing... eventually..." Before Fluttershy could say anything else, the Shadows pounced on her to steal her soul. Karma turns her head, actually not wanting to see. Eventually however, she goes limp and Karma turns her head back towards her. Karma sighs and the shadows then surround her, engulfing her as she slowly dissipates and teleports out of the school.

The next day a loud and horrific scream rocks the entire school. Ocellus, and Silverstream are startled awake by the scream causing Silver to fall from her top bunk.
"OUCH! H-Hey! Who Screamed!?" Asked Silverstream.
"That sounded like Professor Rarity!" Said Ocellus. Both Ocellus and Silverstream poke their heads out. More students were also looking out in the hall. Ocellus and Silverstream step out and follow the direction of where the scream was. They turn down the hallway where the library was and see a large crowd gathered in a circle. Ocellus and Silverstream push their ways through and see the most horrifying sight. Rarity was sobbing into the shoulder of Twilight as the three of the Pillars stood around them, on the floor, was both Pinkie, and Fluttershy, soulless. The students were talking amongst themselves, now realizing this was no act.
"Dude! This is not acting, something bad is happening!" Said One student.
"This doesn't look fake...I think this is real." Said Another student.
"Are we in danger!?" Cried out another.
"Everypony, go to your rooms. Wait there till instructed further." Said Mistmane to the crowd.
"Why should we trust you!? Have you all been lying to us!?" Asked one student.
"Yeah! You've been putting us in harm's way!" Said another.
"No we haven't, we've been protecting you all." Said Mage Meadowbrook.
"So it's true we are really in danger!?" Said a student.
"It's like last year! Monsters must be coming alive!" Cried another.
"ENOUGH!" Yelled Flash Magnus, hitting his shield hard to make a loud noise, getting everyone's attention. "Everyone needs to settle down! No one has more control on this situation than us. Now Go to your rooms and wait there till we tell you, NOW!"

The students look at each other and slowly make their ways back to their rooms and wait, the only other students there, were now Ocellus and Silverstream.
"Now that there is no crowd, we can figure out what happened." Said Flash turning towards Rarity and Twilight. Rarity was still sobbing.
"What happened Miss Rarity?" Asked Mistmane Gently while stroking her back.
"I-I-I-I I Found them like this! They won't wake U-U-UP!" Rarity said while still crying her eyes out. Twilight held her close, she too was also crying. Flash assesses the situation and comes to his own conclusion.
"It appears they were ambushed last night. They dueled, and lost. had to been a pair of Shadow Riders to take them out without us noticing." Flash scrunches up his nose in anger as he comes to a conclusion. "They wanted us to separate. We need to get Starswirl and the others back."
"How? They could be anywhere." Said Mage Meadowbrook.
"We still have our crystal balls Headmare Twilight gave us. Our friends had to take theirs with them." Said Ocellus.
"Then call them, tell them we need them back as soon as possible." Said Flash.

Silverstream and Ocellus turn and hurry down the hallway and enter the Slifer Red dorm.
"Why are we going this way?" Asked SIlver.
"I'm worried about Yona, she wasn't there in the crowd and I want to make sure she is ok." Said Ocellus. They turn the corner and stop in front of Yona's door. They knocked and called Yona's name, but there was no answer. This does nothing in squashing their fears. They then try to open the door but it's locked.
"How are we supposed to get in!?" Asked Silverstream. Ocellus takes a deep breath to calm down.
"Ok, Let me change into a fly. I'll fly under the door and unlock it." Said Ocellus.
"Ok, please hurry." Said Silverstream. Ocellus uses her magic to transform into a fly and she flies under the door. Silverstream puts her ear up to the door. She could hear her transform back and unlock the door. As soon as the door opened, Silverstream could hear what sounded like a chainsaw. She has a confused look on her face till she sees Ocellus, who had a very unamused expression.
"What...Is that?" Asked Silverstream.
"That's Yona, snoring." Said Ocellus.
"Thank goodness, at least we know she is alright." Said Silver stepping into the room. Since they were already there, they decided to use Yona's crystal ball to call their friends. Ocellus finds it and holds it up and rubs it, eventually, They see Gallus's face appear in the ball.
"Gallus!" They both say loudly.
"Could you guys have picked a better time to call? Some of us are pretty busy at the moment." Said Gallus.
"No, it's pretty important," said Silver.
"More of our professors have lost their duels." Said Ocellus.
"What!? Seriously!?" Said Gallus in surprise.
"Yes, you need to tell Starswirl that you guys need to come back immediately." Said Ocellus.
"Alright, We are already on a train back to ponyville." said Gallus as he hung up. Both Silver and Ocellus put the ball down and sigh sorrowfully. They turn around and are shocked to see Yona now sitting up in her bed, staring at them.
"....How Yona friends get in?" Asked Yona.

End of Chapter 15

Chapter 16: Long Black Train

The six were on the train, heading directly back to Ponyville, the train was crowded with a lot of ponies sitting and talking to each other. Gallus had just gotten off the call with Silverstream and informed them all of what she said. More Element Bearers have lost their duels, even though the elements have won more duels than the Shadow Riders, just losing one element is far too many. Everyone sat in the same booth so that they all could discuss amongst each other till they got there.
"We're still another 2 hours till we get to Ponyville, you three keep your decks close, That Shadow Rider that attacked your professors still hasn't been captured." Said Starswirl.
"This is insane! How did two Shadow Riders sneak in without alerting anyone and beating two of our professors!?" Asked Gallus.
"We have been on a win streak for awhile now, it was a matter of time we started weeding out their worst duelist. I guess all that is left is their top tier duelist and now...their weeding us out." Said Rockhoof.
"Oh no...That's not good! That's really not good!?" Said Sandbar as he began to panic.
"Shhh young one, as long as one of us still stands, then we have a chance." Said Somnambula.
"Somnambula is right, we can't lose hope just yet." Said Smolder.
"Unfortunately, Somnambula is wrong." said Starswirl bluntly.

Everyone's heads all quickly turn towards starswirl who was looking out the window with an impatient expression.
"Six of us need to stand tall, more specifically, six who each represent each element." Said Starswirl. "If three of us go down who all bear the same element, we cannot access the full power of all of them. The Elements of Harmony were meant to work together, as one, not separately. When the Pony of Shadows decides to attack, he will be at full power, so do we. If we are one element short..." Starswirl turns his head to look at the group. "We will all be doomed." This left a pit in the student's gut as they all slumped back in their seats. the weight of the situation was starting to get to them.
"We can't think pessimistically Starswirl. Doing so will only hinder us." Said Somnambula.
"But we need to think practically. If we go on about like nothing is as serious as it is, like we have been doing, we will get sloppy and we will fail! if we fail too many times... Equestria, Griffonstone, Mt. Eris, All the lands will be covered in the Shadows for all eternity!" Yelled Starswirl getting extremely agitated.
"That's enough Starsirl, my friend. We can't start turning on each other like this." Said Rockhoof.

Starswirl glares at Rockhoof before turning his head to look back out the window. Somnambula had her head hung after being chewed out by starswirl. She however takes a deep breath and perks herself back up. Rockhoof clutches his shovel close to him, he was a little twitchy as if he was ready for any kind of action. The students however, were silently panicking to themselves, even Smolder. Sandbar felt his throat getting tight, he felt like crying his eyes out, but he resisted it. Gallus's feathers were puffed out and he was trying to keep his breathing at a normal pace. Smolder pulled her knees to her chest and held them. Her mind was both on the situation, and that dragon Shadow Rider. Something about him seemed so odd, yet so familiar.Smolder and Dragon Lord Ember were pretty much the only other dragon duelists with some serious skills. Not only that, the way the dragon spoke was weird, theit was all so strange. While everyone sat quietly to themselves, it was Sandbar who first spoke up, as he noticed something really, really strange.

"...Uh guys... where are the other passengers?" Asked Sandbar. Slowly all of them began to look around, in fact, every single passenger who was once there, was gone.
"What is the meaning of this?" Asked Rockhoof, frantically looking around.
"It is a trick, by the shadows." Said Starswirl.
"Did we even get on the right train?" Asked Smolder.
"I'm not sure." Said Gallus.
"We got on the bright pink train didn't we?" asked Sandbar.
"No, the train we got on was all black." Said Somnambula. At that moment, it clicked for Starswirl.
"This train was a trap! Quickly everyone, we must get off!" Yelled Starswirl as he stood up. Just then they all felt a cold breeze.
"We may not be given the choice to get off." Said Somnambula.
"Split up! Find a Shadow Rider and confront them! It is the only way we will be able to get off!" Said Starswirl.
"Sp-Split up!" Protested Gallus. "Didn't you just say the elements work better together!?"
"We are not facing the Pony of Shadows yet, just his good for nothing goons. Besides it's a train, we will run into each other again! Sonnambula, Sandbar, with me. Rockhoof, you take the other two towards the front of the train!" Said Starswirl.
"Aye!" Said Rockhoof.

"They split into their groups as Starswirl's group runs to the back, and Rockhoof's run to the front. They all passed empty seats, it was very unsettling.
"Where are we going Rockhoof sir?" Asked Smolder as she ran behind Rockhoof.
"To the engineer! We got to see if we can stop the train!" Said Rockhoof. The three go through train car to train car trying to reach the front. Eventually they bust through the last car and are at the coal cart. Come on, I'll help you two up and then we can get to the engineer!" Rockhoof helps the two students up onto the coal cart. their claws getting covered in soot. Rockhoof then climbs on, and they can see the engineer at the engine shoveling coal inside. He had his back turned to them and he didn't speak.
"Aye! You! You need to stop the train!" Yelled Rockhoof. The Engineer stops what he is doing, he takes off his hat to reveal jet black hair, and slowly turns to reveal he has a mask on.
"No!" Yells Gallus. Rockhoof stays where he is and takes a defensive stance.

The Engineer fully turned around, his coat was gray, parts stained black with coal soot. He had an evil smirk on his face and the shadows slowly began to form around him.
"I should have guessed a Shadow Rider would have been driving the train, Who are you!?" Demanded Rockhoof.
"You can just call me End. And it will certainly be your end, Rockhoof." Said End.
"Well well, Other than Enigma and Eclipse, you’re one of the only Shadow Riders to address one of us by name." Said Rockhoof.
"Well, I'm more professional than my other inferior comrades." Said End now stepping onto the coal. The Shadows already formed onto his wrist to form a duel disk. "Now Please, I want to get this over with quickly."
"Aye!" Said Rockhoof. He folds his shovel in half and then is able to extend the shovel head, forming his own duel disk.
"Whoa...that is a little cool." Said Gallus

"DUEL!"

[Rockhoof Vs. End]

"I will start this duel off, I draw." Said Rockhoof. "I activate the field spell The Nordic Lights!" Above them, an Aurora Borialis forms and glistens beautifully. "With this card, no Nordic card can be destroyed by battle. Now I will summon Tanngrisnir of the Nordic Beasts! {1200atk. 800def. Lv3} Now that I have a Nordic monster on my field, I can special summon from my hoof, Nordic Smith Ivaldi! {1500atk. 700def. Lv4}. Now When Ivaldi is normal or special summoned, I can take one Nordic relic from my grave, and add it to my hoof. I choose to add Nordic Relic Draupni to my hoof, Now, I end.
"My turn, I now draw." Said End. "Heh, I activate Cyber Emergency. This card allows me to add Cyber Dragon from my deck to my hoof. Now, since you control a monster, and I don't, I can special summon Cyber Dragon from my hoof! {2100atk. 1600def. Lv5}"
"Gah! A Cyber Dragon deck!" Yelled Gallus. The Purple mist then starts to surround them.
"Cyber Dragon, Attack his Nordic Beast!" Commanded End. Cyber Dragon reals his head back before unleashing a large blast of lightning from its mouth and striking Tanngrisnir. Rockhoof winces as he loses the life points, but the Nordic Lights above them begin to shine brightly, indicating its effect is protecting the card from being destroyed. "I end my turn by placing one card face down."

[Rockhoof 4 cards/ End 4 cards]

[Rockhoof 3100/ End 4000]

"Aye Lad, You ain't no push over like the other Shadow Riders, you got skills." Said Rockhoof.
"Indeed." Said End.
"However, it's my turn now. I draw!" Said Rockhoof. "I now activate the equipment spell Nordic Relic Draupni! By equipping it to my Ivaldi. This gives him 800 extra attack points making him 2300! Now He will attack your Cyber Dragon!"
"Hold it!" Yelled End. "I activate my face down Cybernetic Revolution! I tribute my Cyber Dragon on the field to special summon one Cyber Dragon Fusion card from my extra deck! I summon Cyber Twin Dragon! {2800atk. 2100def. Lv8 Fusion}."
"Dude, no way!" Yelled Smolder. "This guy is always one step ahead!"
"Hrg! Then I will not continue with my attack. I set two cards and end." Said Rockhoof.
"Draw!" Said End. "By the end of this turn, my Cyber Twin Dragon will be sent to the graveyard, but he will have his uses while he is here. Since Cyber Dragon is now In my graveyard, I will activate the Cyber Repair Plant Spell card! This allows me to add one Light Machine Monster from my deck to my hoof, I add a second Cyber Dragon! Now My Cyber Twin Dragon will attack your Ivaldi!" One of the Heads of Cyber Twin Dragon Fires lightning bolts from its mouth that strike Ivaldi, Rockhoof winces again, but the monster is not destroyed. "Now, Cyber Twin Dragon's effect kicks in, allowing him to make a second attack, attack his beast!" The Second head fires its electricity and strikes Tanngrisnir. This Time, Rockhoof is struck so badly he almost stumbles to the ground.
"Rockhoof!" Smolder yells out. Slowly, Rockhoof regains his footing, not backing down for a second.
"Hm, I end by placing one card face down." Said End, as he ended, his cyber twin dragon groans before collapsing to the ground and is destroyed.

[Rockhoof 1000/ End 4000]

[Rockhoof 2 cards/ End 5 cards]

Rockhoof was panting hard, he had taken a lot of damage, but he needed to be strong, not just for the students , but for the world. He closed his eyes and slowly began to glow. This caused both Smolder and Gallus to smirk, as Rockhoof began to call upon his Element. When Rockhoof opened his eyes, they were glowing.
"As long as I stand, you shall not win Shadow!" Rockhoo called out in a booming voice. He stomps his front hoof hard and crumbles a bunch of coal under his hoof. End only smirked evilly at him.
"The fun has begun," Said End.
"I draw!" Yelled Rockhoof. "I activate my face down, Gleipnir, the Fetters of Fenrir! This allows me to bring one Nordic monster from my deck to my hoof! I choose Vanadis of the Nordic Ascendant who I now Summon! {1200atk. 400def. Lv4} Now I activate her effect by sending one card from my hoof to the grave, I send Tanngnjostr of the Nordic Beasts to the grave. He was a level 3 monster, now Vanadis becomes a level three monster, Now I tune for 10, Synchro Summoning Odin, Father of the Aesir! {4000atk. 3500def. Lv10 Synchro}"
"Holy cow! 4000 attack! This is it! When he attacks directly he has won!" Yelled Smolder.
"Finish this Rockhoof!" Yelled Gallus. Odin Stands protectively in front of Rockhoof.
"Ready to end this old friend?" Asked Rockhoof. Odin looks back and nods at him. "Odin! Attack this shadow directly and end this!" Odin Lifts up his staff and prepares for his attack and rushes End. End's smirk grows bigger as he prepares to prevent his loss.
"No Rockhoof! I activate my quick effect spell, Cyber Eternal!!!" Yelled End.
"What does that do!?" Demanded Rockhoof.
"I target one Machine 'Cyber' Fusion monster in my graveyard and I can special summon it!" Said End. "I summon back my Cyber Twin Dragon!"
"Then he shall fall! Continue your attack Odin!" Yelled Rockhoof. Twin Cyber Dragon returns to the field and roars. Odin places the tip of his staff onto the dragon's chest and a magical blast tears a hole in it. It roars in pain and is destroyed.

[Rockhoof 1000/ End 2800]

[Rockhoof 2 cards/ End 4 cards.]

Odin Returns to Rockhoof's side of the field and stands in front of Rockhoof.
"You best surrender now, No monster has ever beaten over Odin, Never!" Said Rockhoof.
"Then watch as I make history! I draw!" Said End. "First I activate the spell Cyber Revsystem! This summons back my Cyber Dragon in my graveyard. Now Rockhoof, Your doom! I activate the spell Power Bond!"
"Power Bond? What kind of card is that?" Asked Gallus.
"I don't know, I've never heard of it." Said Smolder.
"This card allows me to fusion summon one card from my extra deck by using material on my field, and my hoof. And I have 2 more Cyber Dragons in my hoof." Said End. Rockhoof's eyes widened.
"Wait....." Said Rockhoof, realizing something.
"I Fusion summon the Cyber End Dragon!!! {4000atk. 2800def. Lv10 Fusion}"
"NO WAY!!! It also has 4000!" Yelled Gallus.
"It's not done! LOOK!" Yelled Smolder pointing at the dragon. Cyber End Dragon let's out a loud roar as an aura surrounds it.
"Power Bond also has a second effect, The fusion monster used to summon it, has it's attack doubled for this turn! Making my Cyber End Dragon 8000!" Yelled End.
"8000!?!?!?" Smolder and Gallus yell at the same time. Rockhoof slowly lowers his head.
"Goodbye Element! Cyber End Dragon! Destroy!!!" Commanded End. Cyber End Dragon uses all three of it's heads to power up, then they both simultaneously fire a huge bolt of Lightning at Odin. Odin lets out a pained yell before being destroyed and Rockhoof being flown backwards by the explosion.

[Rockhoof vs. End: Winner End]

"ROCKHOOF!!!" Yells Smolder as she and Gallus run towards him, but the shadows block them.
"No! NONONO! Rockhoof!" Yells Gallus as he tries to break his way in. Rock hoof slowly sits up and looks at the kids.
"...It's going to be ok you two." Said Rockhoof.
"No it's not! You're going to lose your soul!" Cried Smolder.
"Aye, but you two will be fine. Hope is in your hooves now." Said Rockhoof with a slight smile. "Starswirl will protect you." Before he could say another word, The Shadows Dart into his mouth and into his eyes.
"NOOOOO!!!" Yelled Smolder as tears now form in her eyes. It doesn't take long for Rockhoof's body to go limp. End then begins to laugh maniacally.
"The pillar of strength could defeat me. You all are doomed." Said End. Just then, Starswirl, Somnambula, and Sandbar run through the car behind them and stop at the coal car. They were too late.
"You Three! What happened!?" Yelled Starswirl, but soon they all realize what had just happened. Somnambula covers her mouth with her hoof out of shock, and Sandbar's jaw drops to the floor. "...no....No....NOOO!!!" Yelled Starswirl as he fires a magical blast from his horn at End. The Shadows distort his body, causing the blast to miss him. End Chuckles as the Shadows fully engulf his body. slowly they start to dissipate revealing that End has disappeared.

As the shadows dissipate completely, they all rush to Rockhoof's body and kneel next to it. by now Smolder, Gallus, and Sandbar were crying. Samnambula gently cradles Rockhoof's head with her hoof and Starswirl's stares at Rockhoof with regret in his eyes.
"...I'm sorry my friend... I'm so sorry." Said Starswirl.
"Wh-What do we do now!?" Said Gallus through his tears.
"We press on... There is nothing we can do for Rockhoof at this moment." Said Starswirl.
"...Maybe...Maybe we can!" Said Somnambula.
"What on earth can you mean!? Look at him!" Snapped Starswirl.
"Back during my duel in Baltimare, Gravekeeper's cheif spoke to me, saying there is a chance to save those in the shadow realm." Said Somnambula.
"What could he mean by that?" Asked Starswirl.
"I don't know, he didn't elaborate further, we must question him." Said Somnambula.
"But how! Our connection to our spirits are blocked until the shadows are lifted, or if we're in a Shadow Game." Said Sandbar.
"...Then I will call upon the Shadows to summon him." Said Starswirl.
"What??? You can do that?" asked Smolder.
"Starswirl, that's crazy! That's what happened to Stygian." Protested Somnambula.
"We don't have a choice, besides, Stygian was not a sorcerer like me. I can ward away the shadows from my mind." Said Starswirl. Somanmbula was gonna say something again but decided to hold her tongue.
"If you can contact Duel Spirits using Shadow Magic, do it now!" Said Gallus.
"Not Yet, I must have complete focus, we will perform this trick once we get back to Ponyville, which is what I hope this train will take us."

End of Chapter 16

Chapter 17: Into the Shadow Realm

Yona, Ocellus, Silverstream, Brisk, Gizmo, and Roulette are sitting together in the rec room. They remain silent as the events of what transpired last night was still fresh in their minds. Eventually though, one of them speaks up.
"...You think they'll finally send students home? There are only 2 professors left." Said Ocellus.
"They'll have too, Everyone is catching on that this is no act." Said Brisk.
"Students go home, But Yona and Yona's friends can't." Said Yona
"We have a job to do. We have to make sure the Pony of Shadows doesn't win." Said Silverstream.
"Well I'm not leaving." Said Gizmo.
"You can't Stay here Gizmo, it's too dangerous." Said Silverstream
"I don't care! This is my first year at the school, and I may not be able to finish it. Besides, you guys won't be able to do this alone." Said Gizmo.
"What do you mean by that?" Asked Ocellus.
"The Elements rely on Friendship for them to be at 100%. We are your friends, we can help you." Said Gizmo
"Giz has a point. Plus I don't like to see others fight a battle while I sit on my flank. I'm not leaving either." Said Brisk
"I don't want to abandon you guys either. I'm staying as well." Said Roulette.

The other three students are touched by their friends' bravery and smile at them. Just at that moment, The door clicks open, and Sandbar, Smolder, and Gallus walk in. They all look over at them and instantly perk up.
"YOU GUYS!!!" yelled the Ocellus, Silverstream, and Yona at the same time and quickly stood. They were about about to hug them, until they stopped when they noticed that their heads were hanging and looking at the floor. They soon look up at them with sunken sad eyes, this causes the others to fear the worst.
"What...What happened?" Asked Ocellus.
"....Rockhoof lost..." Said Gallus. This is met with a lot of gasps from the other students. Gizmo begins to look at the floor, Roulette covers her mouth with her hooves and begins to tear up, and Brisk looks on with his eyes widened and mouth slightly agape.
"No...No that's not possible!" Said Yona.
"It is...he lost...He is being taken to the infirmary now." Said Smolder.
"...Celestia help us." Said Brisk.
"What are you guys gonna do now?" Asked Gizmo.
"We are all being called into Headmare's office for a meeting, and to see what we are going to do next." Said Gallus.

As the Six were about to head out, The other three stood up to go with them.
"Where do you guys think you're going?" Asked Gallus.
"We are coming with you." Said Brisk.
"They want to help Gallus." said Ocellus.
"I don't think that will fly with the others." Said Gallus.
"Do we really need to repeat ourselves because they weren't in the room earlier?" Asked Brisk with an annoyed expression.
"No, Just wait outside the office till we tell you too, ok?" Said Silverstream.
"Yeah, we can." Said Roulette.

They all walk out and the six students somberly enter Headmare Twilight's office for their meeting. Everyone looked depressed and miserable. Rarity was trying her best to hold back her tears and some of the Pillars were talking amongst themselves. Starswirl was looking out the window watching the sunset. He turns and approaches the others. He looks around, the absence of the others is painfully obvious. He lets out a long sigh and begins to speak.
"It's just us now, us 13. This is not good." Said Starswirl. "It appears the Pony of Shadows wants to mess with us, play with our emotions."
"He wants to destroy us all! He is a ruthless monster!" Yelled Flash Magnus.
"No, He wants to make this personal. If his true intention was to outright get rid of us, he would not have allowed the train he manipulated to bring us back here." Said Starswirl.
"This isn't fair! it's just me and Twilight left! He has taken everyone else from us!" Cried Rarity.
"We feel your pain dearie, Rockhoof was our friend, and he is gone as well." Said Mistmane.
"So What are we gonna do now?" Asked Mage Meadowbrook.
"....Things have gotten too dangerous, we must send these students home, or we risk the shadows hurting them." Said Starswirl. This will put their education at risk, but lives are on the line in this battle. The pony of Shadows will not hesitate to hurt the innocent just to get to us." Said Starswirl.
"I will make arrangements for that..." Said Twilight.
"Very well, from now on, we 14 will stay at the school and draw all the shadows exclusively here." Said Starswirl.
"14? But there is only 13 of us left." Said Sandbar.
"Yes, But I asked a friend to volunteer to help us." Said Starswirl.

Behind Starswirl, a familiar looking portal opens. Slowly, a familiar face comes walking through, it, was Neighsay.
"Chancellor Neighsay!?" Said Twilight in shock.
"Yes, Starswirl and I have gotten close with both of our knowledge in duel monsters." Said Neighsay, approaching the table and standing next to Starswirl.
"I asked Neighsay to stay and help us, as his knowledge of the Shadow Realm and duel monsters is impressive despite not being an element bearer." Starswirl.
"Not a bad decision, Chancellor Neighsay has a pretty impressive deck. I bet he could beat the Shadow Riders easily." Said Gallus
"Flattering, but we still haven't seen all of the Shadow Riders yet, and their decks seem to get more powerful the more we meet them." Said Neighsay.
"I'm glad you decided to use some outside Help Starswirl, because we have our own friends who would like to join us." Said Twilight.
"Really? Who?" Askes Starswirl.
"Starlight and Discord." Said Twilight. Before anyone could say anything, a big poof of Smoke appeared behind Twilight, and there, out of nowhere, was Discord. In his hand was a very distraught Starlight.
"Discord! Put me down!" Yelled Starlight.
"As you wish" Said Discord Dropping starlight with a thud.
"Guh...Discord." Said Starswirl with a shiver.
"Long time no see Beardy." Said Discord. Starswirl clears his throat loudly again, still not liking that nickname

"So tell me, who do I need to destroy for hurting Fluttershy?" Asked Discord as his eyes flash red for a moment.
"Easy Chaos bringer. You will be able to get revenge soon, only if you follow my lead, understand?" Asked Starswirl.
"Whatever, I got nothing else to do." Said Discord, turning his head away. The students could see that the reason he turned his head was to hide a sorrowful expression on his face.
"Now, we must continue with our meeting, we....Yes Ocellus?" Said Starswirl who sees Ocellus raising her hoof.
"Uh, Excuse me sir. We have friends who want to help as well." Said Ocellus.
"Who could you know who could possibly want to help?" Asked Starswirl. Just then, Gizmo, Brisk, and Roulette slowly walk in.
"Us sir." Said Brisk.
"Absolutely not." Said Starswirl.
"What!?" Yelled Roulette.
"Please! We want to help." Protested Gizmo.
"You three are students. Your lives will be on the line if you stay here. You will all be going home when this meeting is over." Said Starswirl, disregarding them.
"Sir please." Begged Brisk.
"Starswirl, please think about it. They know more about the elements than any other students, they are our friends." Protested Ocellus.

Starswirl looks over at Them, and then Twilight. Twilight then looks at the three other students and approaches them. She looks at them and all three of them give her a hopeful expression.
"Let them stay. Being friends with the others could be of use to us. After all....Spike has helped us out multiple times, if he were here, he would be doing the same."
"Sigh Very well." Said Starswirl. The three smile and then quickly join their friends. Starswirl looks at the new team they just formed and is somehow able to smile slightly, feeling a newfound hope. "Alright. Now for the main reason I called you all in here. Somnambula has something important to say."
"Ahem, When we were out in Baltimare, I had a duel with a Shadow Rider. When he was defeated, Gravekeeper's chief said something to me that seemed out of the ordinary. When the Shadow Rider's soul was being taken from him by the Shadows, he said that he can be saved, but not now." Said Somnambula
"Unfortunately he faded back into the realm of Duel Monsters before he could explain himself. So... because of the dark veil that now separates us from our connection to our duel spirits...I must use Shadow Magic to summon forth Gravekeeper's Chief." Said Starswirl.

This statement was met with a mix of reactions.
"No way! You cannot use Shadow Magic!" Protested Flash Magnus.
"It will corrupt you like it has corrupted others before." Said Mistmane.
"But we must know what Chief meant. If he has a solution then we must risk it." Said Rarity.
"It's too dangerous!" Said Mage Maedowbrook.
"Though rash, it does seem necessary." Said Neighsay.
"What other choice do we have? We need that info." Said Starlight.
"No it isn't you haven't seen the full extent to what the shadows are capable of!" Said Flash. "Think of Stygian Starswirl! STYGIAN!"
"Wait, who's Stygian?" Asked Yona.
"Yeah, that name was mentioned by Somnambula after Rockhoof's duel." Said Smolder.
"Starswirl, who is stygian?" Asked Twilight. Starswirl hung his head, as if in shame.

"Stygian was our friend back during our time. He was the one who helped form the Pillars." Said Starswirl. "He brought all of us together, and with his help and friendship. It helped us officially form the Elements." All the others listen closely.
"However, Stygian himself was not made a Pillar, almost like a sidekick. This made him jealous, and he stole all of our ace monsters to perform a ritual to make himself powerful. Because of this, we casted him out in banishment. It was the hardest decision we had to make, but it was a necessary one. Alone, Stygian somehow gained a connection to the Shadow Realm and was transported there. After years of practically fading from existence, Stygian returned. This time, he had the power of the Shadow Realm with him, but it had corrupted him....turning him into... The Pony of Shadows." This revelation was like a bomb shell had just dropped in the middle of the office. Everyone was left in shock and awe except for the pillars who looked away in both disappointment and sadness.
"Stygian, is the Pony of Shadows?" Asked Starlight.
"...Yes, he is. But he forfeited his name a long time ago when he turned to the Shadows." Said Starswirl.
"That is why we refuse to allow you to use Shadow Magic Starswirl! I'll fight you if I have too!" Said Flash.

Starswirl turns to him and gently places his hoof on his shoulder.
"I know you are fearful my friend. But as long as Rockhoof is gone, we cannot access our full power, and you know that. Only these six students are still full, they have their max powers, we don't. When the Pony of Shadows is fully Charged, we will need to hit him with everything we got. If Gravekeeper's chief has a solution to free the soulless, then we must try. I will have Princess Twilight help me with the spell, so that we have two minds battling the shadows." Said Starswirl. Flash lets out a long sigh. After a long moment of pause he eventually relents and nods. "Thank you my friend. Everyone stand back" Everyone gives him some space as Twilight steps forward to help him with the spell. "Somnambula, your card please." Somnambula hands him Gravekeeper's chief who he then lays on the floor. He sits down in front of it and takes a deep breath. He closes his eyes and slowly his horn begins to glow purple with a black shade to it. Just then, Twilight's own horn does the same, and she projects a stream of shadow Magic into Starswirl's horn, which then takes an angle and then strikes the card.

Shadow Magic surrounds the card and very slowly, Gravekeeper's Chief begins to manifest. First in a transparent form, then into a solid figure. He glares down at Starswirl with his arms crossed. Starswirl winces and begins to sweat as it looks as if he is struggling with the spell, so isn't Twilight.
"Duel Spirit, I call you forth to ask you one simple question." Asked Starswirl.
"I will only answer to Somnambula, as I am her guardian, not yours." Said Gravekeeper's chief sternly.
"Very well...Somnambula, step forth." Said Starswirl. Slowly Sonnambula steps towards Chief who then uncrosses his arms.
"Chief, this is important. Please tell us what you meant that night, how the soulless can still be saved." Said Somnambula
"The Shadow Realm feeds off the souls that reside in it, it is how the Pony of Shadows is charging up. Every soul sent there, gives him more power." Said Gravekeeper's chief.
"So it doesn't matter if we win or lose, The Pony of Shadows continues to get stronger." Said Starswirl.
"Correct." Said Gravekeeper's chief.

"The Shadow Realm has been devoid of souls for over a millenia, Not since we all have banished ourselves to keep him locked away." Said Gravekeeper's chief.
"That's not true, Last time we faced the Pony of Shadows he captured many souls" Said Mistmane.
"And those souls were trapped there for 1000 years. The Shadows feed on the souls to power them up until there is nothing left." Said Gravekeeper's chief.
"Are...Are you telling us if we don't save our friends from the Shadow Realm, they will be gone forever?" Asked Rarity.
"That is the painful truth." Said Gravekeeper's chief. Everyone went Silent for a moment until Somnambula spoke again.
"Then how do we save them?" Asked Somnambula.
"There are three ways to free them. One is hard but most effective, and the others is very dangerous. The first way is to defeat the Pony of Shadows in a Shadow Game. His soul will satisfy the shadows for eons, and will gladly restore all the other's souls in return." Said Gravekeeper's chief.
"I get the feeling that will be harder than it sounds." Said Gallus.
"It is." Said Chief. "The second way is very very dangerous, and will come with consequences. There is an ancient spell that I can give you, that will allow you to open a portal to the Shadow Realm itself."

"A spell? To open a portal directly into the Shadow Realm?" Asked Starswirl in amazment.
"Yes, from there you will be able to rescue one soul, and only one." Said Chief.
"Only one!?" Yelled Smolder.
"Yes, any more you take could bring devastation. The Shadows will be agitated, and you all will be marked by them even if you somehow defeat the Pony of Shadows. The Shadows never forget, and will hunt you down till they have your soul." Said Chief.
"They will allow only one then?" Asked Starswirl.
"Yes, only one. It is the deal for opening the portal in the first place." Said Chief.
"I understand, it's like the Arabian Nights story from Saddle Arabia. When you enter the Cave of Wonders, you can only take the Lamp, if you take anything else it will seal your doom." Said Twilight.
"Exactly. Only one soul can be saved." Said Chief.
"Very well, we will take this spell Chief." Said Somnambula.

Chief holds out his hand, and a magic fire ignites in it. Slowly a scroll forms from the fire and he hands it to Somnambula. She Takes it and then stands back.
"I must close the connection, this is getting too intense." Said Starswirl.
"But what about the third way to save them?" Asked Flash.
"It's near impossible I'm afraid. Don't even worry about it." Said the Chief. "Farewell Somnambula, I hope you come out on top in this war. I miss coming to this world."
"Goodbye Chief, We won't stop till we win." Said Somnambula. Chief smirks as he slowly fades away and both Starswirl and Twilight stumble after finishing the spell.
"How do you feel Starswirl?" Asked Flash.
"I'm fine, Somnambula, let me see the Scroll." Said Starswirl. Somnambula hands Starswirl the spell and he begins to look over it.
"I'm a little confused. How did Chief know all this?" Asked Silverstream.
"He's a Gravekeeper young one. They are the guardians of the graveyard, and the Shadow Realm. They contain the evil within." Said Somnambula.
"Well they haven't been doing a good job recently." Said Smolder.
"This is because they are still duel monsters. They cannot stop threats from our world, like the Pony of Shadows." Said Somnambula.

"I believe I can perform this spell, but It is only powerful enough to allow only 2 ponies to enter for only 30 minutes." Said Starswirl.
"Only 30 minutes? What if it closes while anypony is in there?" asked Starlight.
"I don't know, but I fear the answer." Said Starswirl. "before we start, who will be our 2 volunteers?" Almost immediately Smolder steps forward.
"Me!" said Smolder.
"Are you sure young one? This could be very dangerous." Said Mistmane.
"Yes! I want to do this!" Said Smolder.
"...I'll go with her." Said Ocellus.
"Why do you want to go Cell?" Asked sandbar.
"If we run into any danger, I can turn into a Manticore and scare off any threats" Said Ocellus.
"Very well, You two can save anyone you want, But I would recommend Rockhoof, or Applejack. With them gone, Yona is the only one who wields the element of Strength and Honesty." Said Starswirl.
"We understand." Said Smolder and Ocellus.
"Neighsay, I will need your EEA Amulet." Said Starswirl.

Neighsay gives his Amulet to Starswirl who then lays in on the ground. While wielding the scroll, his horn begins to glow.
"A magical artifact will be the key to link our world with the Shadow Realm, the Amulet is the perfect artifact. You two go in, find one of the souls and bring them back. Understand?" Asked Starswirl. Both students nod. Starswirl casts the spell on the amulet, and slowly a large magical circle begins to rise from the amulet. It grows until it's big enough for even the princesses to walk through. The other side is extremely dark. Ocellus gulps hard after seeing how dark it was, Smolder however doesn't hesitate to step through. Ocellus then slowly follows after her.

End of Chapter 17

Chapter 18: Befriending the Shadows

As soon as the two step through the portal, they are met with a grisly sight. They appeared to be in a worn down graveyard with broken tombstones, bones, and dug up graves everywhere. Everything was bone chillingly cold and the air smelled putrid. The purple miasma was everywhere like a fog, preventing them from seeing more than 30 feet away.
"Bleh! What's that smell? Is this really the Shadow Realm?" Asked Ocellus.
"Brrrr... I guess so. Come on, we need to find someone we know and get them out of here." Said Smolder.
"It's heart wrenching knowing that those we know are stuck here. I want to get them all out." Said Ocellus as she follows Smolder closely. As they walked through this bereft landscape, they both kept looking around them. It felt like they were being watched by thousands of eyes. They continued to walk, trying their best to stay in one direction so that it was easy to head back to the portal. That's when out of the corner of Smolder's eyes, a dark figure ducks behind a tombstone.

She quickly turned her head in the direction of the figure but it was gone. She was wondering if her mind was playing tricks on her till she looked back at Ocellus. She was looking in the same direction, eyes widened.
"Did...Did you see that too?" Asked Smolder.
"Y-yes." Replied Ocellus.
"Ok, Stay close to me Cell." Said Smolder. The two creeped further into the graveyard, now on edge knowing in fact, there were creatures watching them. Now whenever they see something move from the corner of their eyes, they try their best to ignore it. However, they slowly begin to get more paranoid. They begin to move more quickly until Smolder accidentally trips over an old tree root. She fell face first onto the ground, it was slightly muddy, getting mud all over her face.
"BLECH!!! I hate it here!" Yelled Smolder.
"Smolder are you ok?" Asked Ocellus offering her hoof to Smolder.

In the distance, a low rumbling groan can be heard in the distance. Their eyes go wide and slowly turn in the direction it was coming from. A dark hooded figure was drifting towards them. It had no lower body, like it was floating. Eventually it breaks through the mist revealing a ghostly face and it was wielding a scythe. Ocellus Clutches Smolder tightly as both of them begin to panic.
"What is that thing!?" Cried Smolder.
"AHHH!!! SOMEONE HELP US!!!" Yelled Ocellus. The hooded ghost gets closer to them and raises its sythe. Both girls hold each other close and both yell out again in fear. Suddenly, a large fireball lands between them, causing the ghost to flinch back. The girls look at the fire and then turn to see where it came from. Behind them, were two figures, one a dragon like Smolder, the other was a duel monster.
"Get back freak! Leave them alone!" Yelled the dragon before turning to the duel monster. "Give him another buddy!" The duel monster fires another fireball at the ghost which causes it to hiss and quickly floats away into the darkness. The two girls are still holding each other tights as the two figures who saved them approach.

Still fearful, they still had no idea who they actually were. As they get closer, they soon become recognizable which causes both of them to be thrown into complete shock. It was Spike and his Armed Dragon Lv3.
"SPIKE!!! Yelled Ocellus and smiled wide. Smolder however, her shock turned to anger as she glared at him.
"You guys are here too? Man, if you two are here, then this ain't good." Spike said as he helps Ocellus up off the ground
"Oh no, we came here willingly through a portal." Said Ocellus.
"A portal?" Asked Spike, before any further questions could be answered Smolder stands up and pulls Ocellus away from Spike and gets between them.
"CELL NO! He's a Shadow Rider!" Yelled Smolder. She glares at Spike and grinds her teeth. Spike holds up his hands and slowly backs away. "How could you! How could you turn on us!? We were your friends Spike and you gave us up, FOR WHAT!? This!? Eternity in this horrid place!? Are you happy with yourself? ARE YOU!?!? You hurt us Spike! You hurt Twilight! Why would you do this!? WHY!?" Tears form in Smolder eyes as she pretty much lays her feelings out before Spike's feet.

Spike slowly lowers his arms and turns his head away. He stays quiet for a moment as he tries to find the words to say. He lets out a long breath and turns back towards them.
"I don't think you will believe me if I told you what happened right now...Follow me, and you'll understand." Said Spike
"No! We aren't going anywhere with you!" Said Smolder.
"Do you want to see your professors or not?" Asked Spike.
"Our Professors? Smolder, we need to follow him." Said Ocellus.
"No we don't! He's lying!" Said Smolder.
"What if he's not? He's already trapped here Smolder, what else can he do?" Said Ocellus Pushing past Smolder to follow Spike. Smolder crosses her arms and begrudgingly follows. Spike leads them a bit further into the realm. Slowly, what looks like a light can be seen peering through the shadows. The light is coming from the base on an old dead tree. As they come into view, the light appears to be a campfire, with multiple creatures surrounding it. Ocellus and Smolder's try to get a decent look at who is there, they are surprised to find out though, their professors are in fact there. Rainbow Dash, Applejack, Pinkie Pie, and Fluttershy are all there.
"No way!" Yelled Smolder as both her and Ocellus run towards them.

The ponies look up and see their students running towards them, they all stand and also begin to run towards them, embracing them in a hug.
"Professor Shy! Professor Pinkie!" Said Ocellus as they hugged them tight.
"You girls shouldn't be here, I'm so sorry you two were dragged into this mess." Said Applejack.
"Their not souls if that's what you're thinking." Said Spike approaching them, his duel monster close behind him. "You did good buddy, take a break for awhile." Spike holds his card to the dragon and slowly morphs into it before Spike puts the card away.
"You find anything else out there Spike?" Asked Dash?
"No, nothing." Said Spike Sitting down next to the campfire. The two students looked at the campfire, there were more ponies there sitting around it, ponies they did not recognise.
"Who are they?" Asked Smolder.
"Oh them? They are our friends, well, now they are our friends but they wern't earlier. We only became friends after we were all sent here." Said Pinkie.
"...We were Shadow Riders" One of the ponies said. Smolder and Oellus grow speechless.
"Here, ironically enough the Pony of Shadows has no influence over us anymore." Said another.
"...We're just alone now, maybe this is what we deserve." Said another. Spike himself remains silent while staring at the fire, a small tear forms in his eye.

"None of us wanted this. We didn't want to fight you." Said the first Pony. "We... We didn't even know what we were doing." In the distance a whole group of ponies began approaching the campfire, one of them was recognizable, it was Rockhoof.
"Alright laddies, We were able to get more firewood. Hope it's...enough....Smolder? Ocellus!?" Said Rockhoof.
"ROCKHOOF!" They both yell happily to see him.
"Gah! That was awful! Dreadful! I can't believe I am forced to live here!" Said a Unicorn stomping his way to the campfire and sitting down. "This place is so dirty! I want to go home!"
"We all want to go home, Your highness." Said Dash annoyed.
"Your Highness? Are you Prince Blueblood?" Asked Ocellus.
"Of course I am!" Said Blueblood.
"Dude..." Said Smolder. Some more ponies behind Rockhoof step forward, placing down firewood, but one of them is not a pony, but a dragon. Smolder's jaw drops upon seeing him, because he wasn't just any dragon, it was her brother Garble.
"G-Garble!?" Yelled Smolder. Garble turns towards her, and his eyes widen.
"Smolder?" asked Garble. Ocellus watches both of them till she notices that one more figure behind Rockhoof also wasn't a pony, but a changeling like her. She too was shocked when she realized who it was, Pharynx.

Pharynx soon notices her as well and quickly approaches her.
"Ocellus!? What are you doing here!?" Asked Pharynx.
"I should be asking you the same thing!" Said Ocellus as tears were now forming in her eyes.
"Why... Why are you here Gar Gar?" Asked Smolder, she could feel a pit in her gut. Garble and Pharynx look at each other before answering.
"You sent us here Smolder." Said Garble.
"Wh-What! How did I send you here?" Asked Smolder.
"Me and Garble were dueling you and Beardy at the train station." Said Pharynx
"That was you two!?" Yelled Smolder.
"...Yes." Said Garble.
"...Why... Why would you do this!?" Asked Ocellus who now has tears running down her face. Garble and Pharynx sits down and prepare to explain everything to them.

"We never wanted to do this Smolder. We had no choice." Said Garble.
"We were forced to do this, We had no free will." Said Pharynx.
"I was alone in the Dragonlands... you know how bad I miss you when you are gone. I had to get away from the guys as... they were getting pretty mean. I was by myself and I... I was at a low point ok!... Then something hits me, hits me like a train. I felt this darkness inside me getting bigger. Whatever it was, it made me... sadder, then it turned my sadness into anger. So, so much anger, then.... Everything just goes black. It was like My mind was taken over by this Shadow. All I could do was watch as I was forced to do whatever this Shadow told me to do. It forced me to duel you, and I still don't know how to duel!... then... I was sent here... I.. I'm sorry Smolder. I never wanted to hurt you." Said Garble. Smolder was left speechless.
"...Is that what happened to you Pharynx?" Asked Ocellus.
"Yes... It's still so hard to fit around the hive. I still felt left out, and then bam, I'm no longer myself. I felt my mind take a back seat as some dark energy hijacked my body. I never saw it coming." Said Pharynx.
"... You had no control of yourselves. You were forced into becoming Shadow Riders... All of you." Said Smolder now looking all around her, looking at all the ponies around the Fire. She stops when she gets to Spike, his head hanging in shame.
"What do we do Smolder? We can only take back one." Said Ocellus.

Smolder looks around her again. What was once a feeling of anger, has been replaced with sympathy and Sadness.
"I know..." Said Smolder. She looks at Rockhoof, and Then Applejack. They were the ones recommended to save. She then looks at Garble and Pharynx, she wants to save one of them, being family. But, she looks back over at Spike. She didn't know why, but deep down, she knew it was him they had to save.
"We need to pick Spike." Said Smolder.
"Why Spike?" asked Ocellus. "I wanna save Pharynx."
"Trust me I know, I wanna save my brother. But when we defeat the Pony of Shadows, We can save them all. And my Gut says saving Spike will help us." said Smolder.
"How could he help?" asked Ocellus.
"He is a Shadow Rider right? Being sent here has disrupted the Pony of Shadows influence. He could tell us everything we need to know about him." Said Smolder.
"...yeah, I think You're right." Said Ocellus.

They turn and approach Spike who then lifts his head at them.
"You two need something?" asked Spike.
"Yes, it's time we told you why we are here. All of you." Said Smolder. Everyone at the fire turns their heads to look at them.
"We were sent here through a portal, the portal will allow one of you to leave, but no more. The one we rescue will aid us in defeating the Pony of Shadows, and when that happens, you all will be free." Said Ocellus. Everyone started talking and whispering among themselves.
"We were going to rescue Rockhoof, or Professor Applejack, as they are element bearers and with them gone, Yona is the last element of Strength and Honesty. but... Spike, we need you the most." Said Smolder
"Me!?!? Why Me!?" Asked Spike.
"You were a Shadow Rider, you may know critical information about the Pony of Shadows we need." Said Smolder.
"No, no I can't. After everything I have done, take someone else." Said Spike.
"I'll Gladly go!" Said Blueblood
"No Spike, its you we need." Said Smolder. Spike hangs his head as he thinks about it.
"Please Spike. Twilight and Rarity miss you." Said Ocellus. Spike look back up at them.
"They do?... They're not mad?" Asked Spike.
"No, they aren't... They... We need you." Said Ocellus.

Spike takes a few more moments to think. HE wipes some tears away and then stands up.
"Ok, I will go." Said Spike. Smolder and Ocellus hug them. Soon Dash, Applejack, Pinkie, Fluttershy, and Rockhoof approach them.
"Hey, you guys are gonna need an escort back to the portal, it's dangerous here." Said Dash.
"Thanks Professor. Sorry we can't save you yet." Said Smolder.
"Don't sweat it. We'll make it out eventually. Just promise me to kick the snot out of the Pony of Shadows for us ok?" Said Dash.
"Deal." Said Smolder. The group then set back out towards the portal, there were a few hiccups but the others were able to drive away the monsters. They finally make it to the portal, but Spike hesitates again.
"Spike, are you ok?" Asked Smolder.
"...What if the others lash out at me? What if they see me as a traitor?... Like how you did Smolder?" Asked Spike. Smolder feels ashamed of how she lashed out at him earlier and then approaches him, She then pulls him into a hug and holds him tight.
"I'm sorry for what I said Spike, I only said what I did because... I thought you chose to do this. Now I know this was all against your will. Once everyone else knows this, you will be forgiven." Said Smolder

Spike hugs smolder back tight and buries his face in her shoulder. he begins to tear up again as she speaks to him. As they pull away he wipes away his tears again.
"Thank you Smolder. I promise to make this all up to you." Said Spike.
"You three take care now. You tell the others how we are, Ay?" Asked Rockhoof.
"We will." Said Ocellus. The three take a deep breath and soon walk back into the portal. There was a bright light on the other side, once they walked through it, the portal was then instantly closed. They open their eyes to see they are back in their own realm with everyone looking at them.
"Did you find anyone?" asked Somnambula.
"Who did you bring back?" Asked Flash
"Where are they?" Asked Rarity.
"He should be...right... next to us???" Said Smolder, but only her and Ocellus were there. "Where is he!?"
"I don't know! He was right next to us!" Said Ocellus.
"Calm you two. whoever you brought back was a spirit, they are probably back in their own body." said Starswirl.
"Then we must get to the Infirmary." Said Twilight.

Everyone quickly exits the office and makes their way to the infirmary. They enter and most were shocked to see who was awake, it was Spike. He was sitting up in bed, still hooked up to a lot of machines, and he was staring at his claws. His scales were still black, and his eyes were still red.
"You... you FOOLISH LITTLE...GRAH! Why didn't you bring back an Element!?!?!? You brought back a Shadow Rider!" Yelled Starswirl turning towards Smolder and Ocellus angrily.
"...Spike?" Asked Twilight as she slowly approached him. Smolder and Ocellus take a few steps away from Starswirl who had a very angry expression.
"You two were supposed to save an Element, not a Shadow! You ruined our one chance to strengthen our team and now we need to send him back!" yelled Starswirl.
"Starswirl, calm down." Said Mistmane.
"Why!? Why should I calm down!?" Asked Starswirl.
"look." Said Somnambula pointing at Spike. Everyone then looks over at Spike. Twilight was inches from him as Spike was looking at Twilight.
"Spike... Is that you?... Please... Please don't be a shadow..." Said Twilight.

Spike Looks at her and then slowly gets out of bed and on his feet. He then drops to his knees and hugs Twilight Tightly. Twilight returns the hug and holds him closely. Rarity rushes past the other Pillars and then hugs Spike just as closely.
"What's the deal? Why isn't he attacking us?" Asked Flash Magnus.
"I... I don't know. He is still corrupted by the Shadows." Said Starswirl.
"Will you allow us to explain?" Said Smolder.
"... Go ahead." Said Starswirl.

As Smolder began to explain what they seen and heard in the Shadow Realm, Twilight and Rarity slowly pull away to talk to Spike.
"Spike, Are you ok? What happened to you darling?" Asked Rarity who was just as emotional as Twilight.
"I... I'm fine, just... Hungry. I... I didn't want to do this Twilight... I'm sorry. I'm so sorry." Cried Spike
"Please Spike, I know you didn't want to do this. I forgive you Spike." Said Twilight as she and Rarity hugged him again. Slowly, Starswirl approaches them and Spike looks up at him. He was fearful of what he might have to say to him. Rarity and Twilight pull away again.
"Spike, Smolder and Ocellus explained everything to me. I just want some confirmation. Was the Shadows corrupting you against your will?" Asked Starswirl.
"...Yes, I never wanted this to happen to me." Said Spike.
"How are you feeling now, The Shadows are still within you." Asked Starswirl.
"I'm... fine. I feel angry still, like I did, but it's not as strong. I can hold it back." Said Spike.
"Hmmm, It seems the Pony of Shadows cut off his connection with you as you were sent to the Shadow Realm. This is... Good. Then we do have an ally with the Shadows." Said Starswirl. You must come with us Spike. You must reveal all you know about the Pony of Shadows." Said Starswirl.
"Ok... but, can I get something to eat first?" Asked Spike.

End of Chapter 18

Chapter 19: Siege on the School Part 1

It's been a few days since Twilight had made the difficult move to send the students home until the Pony of Shadows was dealt with. The school was barren, and empty. It was way too weird to walk the hallways, it was so quiet that your own voice would echo in your own head. The school was practically being turned into a fort with most doors locked and barred as well. The main corridor acting as a hub for the group to meet for meetings, they were even able to move Twilight's map of Equestria into the corridor. Everyone had their own 'shifts' if you could call them that. watch duty, guard duty, map duty, and shopping duty if food got low. Currently, all the students, as well as their friends who chose to stay were all in the hub area standing around the map.
"Whoa... Twilight's cutie map. It's so cool to see it face to face." Said Gizmo.
"You're just some kind of Elements of Harmony fanboy ain't ya?" Said Brisk.
"Of course! Why aren't you one? They have literally saved the world multiple times." Said Gizmo.
"Whoa! I can see my home town." Said Roulette pointing to Los Pegasus on the map.
"You're from Los Pegasus Roulette?" Asked Sandbar.
"Yeah, My parents own a casino, why do you think I like Gambling Cards so much?" Said Roulette.
"Guess we should have seen that coming." Said Gallus.

"What about you Brisk, where are you from?" Asked Silverstream.
"Right here." Said Brisk as he points to Manehatten.
"Manehatten. Wow. You're from the big city huh?" Said Ocellus.
"Yeah, My pop's gotta a business there. He owns a huge dueling center where you can get cards, duel disks, deck holders, anything you need really." Said Brisk.
"Is your dad a duelist?" asked Gallus.
"He used to be, but not much anymore since he spends a majority of time on business. He's got some stock held in with Neighba Corp and Industrial Illusions." said Brisk.
"Wow. He sounds loaded." Said Smolder.
"And you Gizmo? Where you from?" Asked Silverstream.
"Nowhere important." Said Gizmo pointing to Trottingham.
"Trottingham?" Asked Yona.
"Yeah, I wasn't expecting a lot of you to know about it, it's about as small as Ponyville." Said Gizmo.
"What is there to do there?" Asked Sandbar.
"Well... Not much. Some kids there duel but not a lot, and they don't even have duel disks so we play using mats." Said Gizmo.

"Wow really? Maybe that's why it was so hard to place you in a dorm, since your skills were largely untested." Said Gallus.
"Yeah, I think so too." Said Gizmo.
"What are you kids doing here?" Said a voice behind them. It was Starswirl walking in with Twilight and Spike.
"Hi sir, uh, we were just looking at the map." Said Sandbar.
"Don't be messing with it too much, this is our greatest tool in locating the Shadows." Said Starswirl.
"We understand sir." Said Sandbar.
"Let them be Starswirl, they're not causing any harm by looking at it." Said Twilight.
"It is an extension of the Tree of Harmony, pardon my concerns." Said Starswirl.
"Besides, we haven't seen the shadows at all." Said Smolder.

Starswirl looks at the group with a confused look. His eyes then went towards the map.
"Not one?" Asked Starswirl as he stepped closer to the map. He looked at it closely, there was no trace of the Shadows anywhere. "Strange, usually we can see the Shadows moving about frivolously here." Starswirl's horn begins to glow and he zaps the Map with his horn. Nothing happened to the map. "This... This is far too strange."
"Let me try Starswirl." Said Twilight. She did the same, zapping the map with magic, but nothing happened.
"The shadows are trying to hide from us... unless." Said Starswirl turning back towards Spike. "You, come here."
"Me? Why me?" Asked Spike.
"You still have an abundance of Shadow magic in you, I need you to place your claw on the map." Said Starswirl
"Are you sure that's a good idea, Starswirl? The map is connected directly to the Tree of Harmony." said Twilight.
"I know, but We need to find the shadows before they get the jump on us. It's a risk we must take." Said Starswirl. Again he motions Spike closer.

Spike approaches and places his hand onto the map. A dark black mass appears around his hand and quickly spreads around the map. The map glitches heavily before the black mass finally seeps into the map. After a bit, suddenly a large cloud of Shadows emerged, and was moving towards the school. All the students let out a loud gasp. It was the biggest movement of Shadows they have ever seen, it was as if the Shadows planned a full fledged attack on them.
"As I thought." Said Starswirl.
"WHOA! That's a lot of Shadows!" Yelled Gallus.
"And they’re headed right for us!" Said Smolder.
"What could bring that many Shadows Starswirl?" Asked Twilight.
"It's either the Shadow Riders are making a huge move on us, or The Pony of Shadows has come to deal with us personally." Said Starswirl.
"So...What do we do!?" Asked Ocellus.
"I will warn the others, the rest of you stay calm, if we show them fear, they will take advantage of us." Said Starswirl.
"This is Insane! If he wants to destroy the Elements so bad, why not go straight for the Tree!?" Asked Smolder.
"Just as the Shadows need souls to power up, we power the tree up. The More element bearers there are, the stronger the tree is. Once they dispatch us, the Tree will be vulnerable." Said Starswirl. "You kids get ready, I don't know what will happen when those Shadows get here, but they are in a hurry." Starswirl and Twilight then exit the Hub.

It took no longer than an hour for the Shadows to arrive. These elements gather all in the hub and they all look outside, in front of the school, standing in formation as if they were a small army. By how many Shadow Riders they have taken down, there should be 11 of them, and all of them were itching to get at the elements.
"Look at them out there, They must be trying to intimidate us." Said Flash Magnus.
"Of course they are. Why would they all be here if they were not?" Said Starswirl. The students stayed behind the others, afraid to look out at the Shadow Riders. Slowly however, two Shadow Riders stepped forward.
"STARSWIRL! Come out here you bearded weasel!" Shouted one of them.
"I recognise that one." Said Twilight.
"Me too, those two have to be Enigma and Eclipse." Said Starswirl. "Those two must be leading the Shadow Riders while the Pony of Shadows is in hiding." Starswirl put his hoof on the doorknob and was about to go out.
"Are you crazy! Why are you going out there!?" Asked Rarity.
"They want an audience, it's best to see what they want." Said Starswirl, opening the door and stepping out.

The sky was very cloudy and that made it look dark outside. A few raindrops also began to fall making the whole setting a little more ominous.
"What is it you two want!? You scared away our students, and the rumor of the Shadows is returning! What else could you possibly want!?" Yelled Starswirl.
"We're here to punish you!" Said Eclipse.
"You took a soul out of the Shadow Realm. That has made our master very, very angry!" Said Enigma.
"Good, I'm glad I made him angry. If I could rescue another without unleashing the full wrath of the Shadow Realm, I would do it." Said Starswirl.
"Well aren't you cheeky." Said Eclipse.
"We've come to make a deal, Starswirl, we suggest you listen." Said Eclipse.
"Suggest? Seems more like a threat since you brought the rest of your Shadows here." Said Starswirl.
"Heh, I guess you are pretty smart beardy." Said Eclipse.
"Since you wrongfully took a soul from the Shadow Realm, we demand you give us three sacrifices to replace it." Said Enigma.
"PREPOSTEROUS!" Yelled Starswirl.
"Do as we say or we will unleash our might upon this school, and we will wipe out every single one of you!" Yelled Eclipse
"Don't be a fool, Starswirl!" Said Enigma.
"You want our souls that badly, come and get them!" Yelled Starswirl before going back inside.

Starswirl slams the door hard as he enters back inside. He had an angry but fearful look on his face. His expression alone put a pit in the other's stomachs.
"What happened starswirl?" asked Mistmane.
"They are mad we rescued Spike, they want more souls to replace him." Said Starswirl.
"You're not letting them are you?" Asked Mage Meadowbrook.
"No, of course not. But we now may be in grave danger, they might try to siege the school, and steal all our souls." Said Starswirl.
"Then let us stand between them, Me, Discord, Spike, Neighsay, and the other students. It's you they want, so we can duel them to waste their time." Said Starlight.
"That would be foolish. Your souls will be at stake. Though a soul charged with the elements are the most powerful, they won't hesitate to capture yours to power up the Pony of Shadows." Said Starswirl.
"Then that is a sacrifice we are willing to take." Said Spike.
"Your souls are the most important. You guys are the only ones who can stop the Pony of Shadows from consuming the world. Protecting you all should be the number one priority." Said Neighsay.

Starswirl looks at Starlight, Spike, and Neighsay. He was touched by their selflessness. He was even surprised to see that Gizmo had even stepped up. slowly after him, Brisk and Roulette even stepped forward.
"Are you young ones willing to do this?" Asked Starswirl.
"Yes sir, it's for the greater good." Said Gizmo.
"We stand by our friends, even if it means we need to stand in front of them." Said Roulette.
"Yeah, what they said." Said Brisk. Starswirl smiles at them warmly. However, there was one creature missing. They all in unison turn towards Discord who had his arms crossed.
"What are you looking at me for?" Asked Discord bluntly. Everyone had an unamused expression on their face. "Oh Hum, fine. Very well, I too will be canon fodder for you....For Fluttershy." Said Discord. With a snap of his fingers, he was suddenly wearing a kilt and head a broad sword in his hand with blue face paint. "FOR FREEEEEEEDOM!"

Just when everyone was getting the feels, a low sounding noise could be heard, coming from outside. Starswirl turns to look outside to see what it was. The Shadow Riders were standing in a circle, chanting something. Starswirl couldn't tell what they were saying, but he knew it wasn't good. In the middle of the circle, a large purple ball of energy begins to glow.
"What are they doing?" They are casting a spell, some kind of Shadow magic. We need to stop them!" Said Starswirl. Twilight, Starlight, Come with me, we may need to come up with a counter spell to whatever it is they're doing. The rest of you...be careful." Said Starswirl. He along with Twilight and Starlight then quickly make their way towards the Library.
"Alright everyone! Stand in formation, an all out war between light and darkness may be upon us!" Said Flash Magnus.

Outside, the ball of purple energy grows, turning pitch black with a purple hue. Soon it begins to grow, engulfing the shadow Riders.
"What did they just do?" Asked Spike.
"Some kind of ball of Shadow energy?" Suggested Mistman. The ball grows even bigger, and is heading towards the school. Neighsay's eyes widened, as he knew what was happening.
"By Celestia...They are pulling us into a pocket dimension of the Shadow Realm!" Said Neighsy.
"WHAT!?" Yelled All the students at once.
"BRACE YOURSELVES!" Yelled Neighsay. Soon the ball touches the school and begins to engulf it as well. the whole school begins to shake, and the lights flickers until the entire school is surrounded by Shadows. The ball soon slows to a stop as the school now sits in this pocket dimension. They all look out a window, all around them is a dome of swirling purple shadows, and the ground stained black. They all look at the Shadow Riders who were now standing side by side. slowly, one by one their whole bodies get completely covered by the Shadows and then slowly evaporate away. When they do, the coldest chill they have ever felt strikes all of them. They all let out a vocal reaction to the cold.
"Wh-what happened? Where did they go!?" Asked Sandbar.
"Since we are in a small dimension of the Shadow Realm, their magic is at max power, they must have teleported inside the school!" Said Neighsay.
"Alright everyone, we need to split up and try to find them! We can't have them surround us." Said Flash and everyone agrees. Some of them buddy up and then split up and start running around the school to find the Shadow Riders.

Author's Note

This arc will only be a 7 parter, There are too many characters to track all at once, if I were to do that, this arc would have way too many parts, so only the most important duels will be focused on

Chapter 20: Siege of the School Part 2

Gallus was by himself as he decided to take the second floor, he runs through the right corridor following a very cold breeze, He turns a corner and goes through a door, he looks around and discovers that he is in Headmare Twilight's classroom. On the chalkboard, Twilight hasn't even erased her last lesson on Duel Monster history. Strange, he actually, kinda missed school. As he approached the chalkboard, he felt the feathers on the back of his neck stand on end. He scowls his eyes as he knew the Shadow was right behind him, he turns to look the Shadow Rider in the face. It was a mare, small in stature, but still covered head to hoof in shadows. she wore her mask and had short black hair and a dark purple coat.
"So, you finally found me Element." Said the Shadow.
"Who are you!" Demanded Gallus.
"Call me Athena, and you, are my new play thing." Said Athena.
"We'll see about that! I'm tired of dealing with you Shadow Riders! Time to put you away for good!" Yelled Gallus as he activated his duel disk.
"Right to it then are we? Hehehe, no foreplay?" Teased Athena as the shadows form her duel disk.

"DUEL"

[Gallus vs. Athena]

"My move sweety, I draw." Said Athena. "I set one card, then, I summon Eva. {500atk. 200def. Lv1} That's my turn, let's see if you can sweep me off my hooves during your turn."
"Lady, I already have a crush, and it ain't you, I draw!" Said Gallus. "I activate the spell Black Whirlwind! Every time I normal summon a Blackwing monster, I add another Blackwing monster from my deck to my claw, as long as it's attack is lower than the monster I summoned! Now I summon Blackwing - Vayu the Emblem of Honor! {800atk. 0def. Lv1 Tuner}, Since I normal summoned him, with Black Whirlwind, I add Blackwing - Oroshi the Squall to my claw. Now Vayu will attack youe Eva!" Vayu looks up and reveals he is holding kunis, and throws them at Eva, they strike her and destroy her. "How's that for a first turn!?"

[Gallus 4000/ Athena 3700]

[Gallus 5 cards/ Athena 4 cards]

"Marvelous my dear, my move." Said Athena as she drew. "I activate the spell Cards from the sky. By Banishing one light fairy monster from my hoof, I draw two cards. Lucky for you I can't special summon or enter my battle phase this turn because of that, so I end right here."
"Not even gonna summon at all? Heh, Fine by me! I draw!" Said Gallus. "I summon Blackwing - Kalut the Moon Shadow! {1400atk. 1000def. Lv3} Now I activate Black Whirlwind again to add Blackwing - Damascus the Polar Night to my claw. Also since I have a Blackwing on my field, I can special summon Blackwing - Harmattan the Dust! {800atk. 800def. Lv2} Now, with all three of my monsters I tune for 6! I Synchro summon Blackwing Armed Wing! {2300atk. 1000def. Lv6 Synchro} Armed Wing, attack her directly!" Armed Wing gets on one knee and aims his gun right at Athena and is about to fire.
"Oh Sweety, like I'd ever let you do that. I activate my face down, Miraculous Descent! I target one of my banished fairies and summon it to the field, and since I banished one on my last turn, well then, you can see where I'm going with this." Chuckled Athena. "I summon Tethys, Goddess of Light! {2400atk. 1800def. Lv5}"
"Gah! You lucked out!" Said Gallus.
"Oh my sweet little birdie, that wasn't luck, that was all skill." Said Athena as she smirks at him

[Gallus 5 cards/ Athena 5 cards]

"My turn lover boy. I draw." Said Athena. "I now activate Tethys's effect. When I draw a fairy monster, I draw a second card. Since I drew Shining Angel, I draw a second card."
"For a Shadow, a lot of your cards are Light."Commented Gallus.
"Hehe, oh my sweet child, that's about to change." Chuckled Athena malevolently. "First I summon Shining Angel and set two cards. Now my Goddess will attack your Armored Wing!" Tethys shines a bright light onto Armored wing. it slowly burns a hole into him and he is destroyed. "Now Shining Angel, attack him directly!" Shining Angel floats in the air, and then swoops down and attacks Gallus. He lets out a pained groan and is knocked to the ground. "Heh, I end sweety."
"Woosh...I forgot, Shadows means this is all real..." Said Gallus as he slowly gets to his feet. "I draw! I place two cards face down and I summon Blackwing - Zephyros the Elite! {1600atk. 1000def. Lv4} Now Black whirlwind allows me to add Blackwing - Jetstream the Blue Sky to my claw. Now I can special summon Oroshi the Squall {400atk. 600def. Lv1 Tuner} since I controll a Blackwing. Now I tune for 5, Synchro summoning Gram the Shining Star! {2200atk. 1500def. Lv5 Synchro.}" Gram lands on the field forcefully on one knee. He slowly stands and unsheathes his sword and strikes a battle pose. Gallus looks up at him hopefully. Gram then looks back at Gallus and smiles.
"Hello Gallus." Said Gram.
"Gram! Man I missed you buddy. Ready to kick this Shadow in the rear?" Asked Gallus with a pumped up expression. Gram then Smirks.
"Haha, as always." Said Gram.

[Gallus 2500/Athena 3700]

[Gallus 3 cards, Athena 4 cards]

"What do you expect to do with that? My goddess is still the strongest monster on the field." Said Athena.
"Not for long, remember one of the monsters I added to my claw thanks to Black Whirlwind? It was Blackwing - Damascus the Polar Night, and he has an effect while in my claw. During either turn, I can discard him, then one Blackwing monster gets a 500 attack point boost for this turn!. That makes my Gram 2700 attack, just enough to beat your monster! Gram, attack her Goddess!" Commanded Gallus. Gram lets out a battle cry and points his sword into the air to signify his power up. Then, he dashes towards Tethys and slashes her in half. She lets out a terrible cry before being destroyed. Athena takes a few steps back from the attack.
"Gah! Hey! That so wasn't romantic!" She shouted.
"Yes!" Yelled Gallus as he pumps his fist. "With that, I end.
"I will make you pay for that! Draw!" Yells Athena. "I activate the spell, Sanctum of Parshath! While face up on the field or in the grave, this card's name becomes Sanctuary in the Sky! Not only that set spell and traps cannot be targeted or destroyed by card effects! but that's not all, all fairy monsters gain 300 attack and defense points! Now, I tribute my Shining Angel to summon Airknight Parshath! {1900 +300atk. 1400 +300def. Lv5}" A noble and gallant centaur knight is summoned to the field and aims his sword directly at Gram, but he had a sorrowful face.
"Dude...What's up with her monster? Why does it look...Sad?" Asked Gallus.
"All Monsters from my realm are good, Well, except for a handful like the Dragon Rulers. Most do not want to cause harm, but we must do what our masters ask of us. Parshath is one of our holiest and most honorable of monsters... Seeing him weep as he is forced to fight for the shadows is heartbreaking." Said Gram.
"Now Parshath, Attack his monster!" Yelled Athena. Parshath Charges Gram and lifts his sword in the air and brings it down. Miraculously, Gram was able to block it. "Huh!? How!?"
"It's because of the first card I added to my hoof with Black Whirlwind! Jetstream the Blue Sky! I can discard him during the battle phase to prevent the destruction of Gram!" Gallus Responded. Gram and Parshath look at each other with their weapons still locked.
"....Whatever I do.... Please forgive me." Said Parshath to Gram.
"Of course Holy Airknight." Gram responded.

[Gallus 2400. Athena 3400]

[Gallus 1 card/ Athena 3 cards]

"You lucked out on keeping your monster, but you still take damage, allowing me to activate parshath's effect. When He causes Battle damage, I draw 1 Card." Said Athena
"My turn, I draw!" Said Gallus. "Oh Yes! prepare to get knocked down a few pegs lady, because I activate the spell card Blustering Winds! This gives Gram 1000 attack and defense until my next Standby phase, making him 3200, and 2500! Gram, Take out her Parshath! With one fatal slice, Gram is able to slice the top half of Parshath, and destroys him.
"Stay safe in the graveyard Noble one." Said Gram. Gallus Smiles until he looks up at Athena. Her Shadows start to get very agitated.
"How dare you! You uncouth barbarian! That's it!" Yelled Athena as she grabs Parshath off of her duel disk and raises it up.
"NO! She is going to corrupt it! Gram Stop her! Yelled Gallus. Gram quickly darts towards Athena, but the shadows around her fire out at Gram and hold him back. He struggles to get free as the Shadows also flow into the card and begin to corrupt it.
"No! Stop it! Stop it now!" Demanded Gram, but it was too late. When the pained cries have faded, She lowers the card and then glares at both Gram and Gallus.
"Now I activate the spell The Shallow Grave. We both summon a monster from our graves in face down defense position." Said Athena. "It doesn't matter what mine is, because i use it as Tribute to summon Darknight Parshath! {1900 +300atk. 1400 +300def. Lv5.}" As Darknight is summoned to the field, everything that made his honorable, has been twisted. His skin stained grey, and his eyes glowed a crimson red, and his frown, turned into the most malicious grin Gallus had ever seen. "Darknight, use the power of the shadows to finally strike down his Gram!" Darknight lifts his sword and stands on his hind legs. Gram looks down at the ground, a single tear could be seen running down his cheek. Just then, Darknight brings his sword down hard, and destroys Gram.

[Gallus 2300/ Athena 3400]

[Gallus 1 card/ Athena 3 cards]

Gallus drops to his knees, the pain from the attacks, the manipulation of the Shadows, and the loss of his ace card was starting to get to him. But he knew he must persevere.
"M-my turn, Draw!" Says Gallus. "I flip summon Blackwing - Damascus the Polar Night, Now I activate the effect of Blackwing - Zephyros the Elite in my grave. I bring Damascus back to my claw, and Zephyros takes his place! Now I can Special summon Blackwing - Gale the Whirlwind! {1300atk. 400def. Lv3 Tuner.} I can special summon him because his effect allows me too if I have a Blackwing on the field. Now, with Zephyros being a level 4, and Gale's level being 3, I tune for 7, Synchro Summoning Blackwing Tamer - Obsidian Hawk Joe! {2600atk. 2000def. Lv7 Tuner.}" Hawk Joe Lands on the field and crosses his arms. "Oh Yeah! I'm really getting the hang of this! With Hawk Joe's effect, I can resummon to the field one level 5 or higher winged beast monster from my grave, I chose Gram!" Gram Is resummoned to the field and stands next to Hawk Joe. "Now I discard Damascus to activate his effect to give Gram 500 extra attack, to make him 2700! Now the last card in my claw is Monster reborn, I activate it to summon back Gale the Whirlwind! now add the points up! their combined attack is 6600, even with your Parshath in the way, their combined attack will finish you off!"
"Wait, wait really!?" Said Athena.
"Gram, Joe, Gale! Finish her off!" Commanded Gallus. Joe pulls out his sword and dash towards Parshath, and easly slices him in half. Parshath lets out a pained cry before he is destroyed. Then Gale and Gram dart past Joe and both simultaneously attack Athena.

[Gallus Vs. Athena: Winner Gallus]

Immediately after Gallus's win, the Shadows begin their attack on Athena who cries in fear as she begs for mercy. Gallus turns his head away, the last time he saw somecreature lose their soul to the shadows was pretty traumatizing. He could hear the Shadows forcefully ripping the soul from her. He didn't turn back until he heard the thud of her body hitting the floor. He slowly turned his head back towards her, but was surprised to see Gram there.
"Gram!? How are you still here?" Asked Gallus.
"We are in the Shadow Realm, I can stay with you as long as I want here." Said Gram. He soon steps forward and kneels down. "Listen Gallus, you need to hear this. You need to find your friends, many of our allies are losing their duels, and their souls have been taken from them."
"Wait, really? Oh no!" Said Gallus starting to freak out.
"Come on, we must find them!" Said Gram as he stands up, and he and Gallus run back down stairs to look for the others.

End of Chapter 20

Chapter 21: Seige of the School Part 3

Rarity was scared as she trotted through the now pitch black school. She had to have been in a far corner of the school, as she could at one point hear the duels of the others, but now she could not. It was so quiet you could hear a pin drop. She peaks her head into a few classrooms, looking for any sign of the Shadow Riders. She peeks into her own classroom, she can see the mannequin. She was about to pull her head back out, when she swore that the mannequin's head slightly moved to look at her. She quickly looks back at it, her eyes the size of dinner plates. Slowly she steps in and approaches it. She could feel her heart beating faster and faster. As she gets only a few feet away, the large door behind her slams shut loudly, causing her to jump and scream. She turns behind her to see the closed door, she looks back and can now see that the Mannequin has been completely turned and is now facing Rarity. She steps back a few feet, now terrified. Miraculously, the Mannequin begins to walk towards her, Rarity backs up more and presses her back against the door.

"B-Back you! GET BACK!" Rarity says in fear. Slowly a chuckle is heard coming from the Mannequin, it steps into the light coming in from the window on the door to reveal it was not a mannequin, but a Shadow Rider.
"You are a screamer aren't you? hehe, I like that." Said the Shadow.
"Get back you! You monster!" Shouted Rarity.
"Call me, Macabre." Said the Shadow as he slowly opened his wings to reveal he was a pegasus, but strangely, his wings were not made of feathers, but of skin and membrane. He then smirks at her, the glint of fangs can be seen from his mouth. Rarity gasps widely upon realizing what he is.
"You're...a bat pony?" Rarity squeaks. Macabre only chuckles as a response. Rarity begins to have a panic as Macabre got closer, and closer. He takes one step too close and rarity shields her head with her hooves. That's when her duel disks glows and before Macabre's eyes, Rarity's card, Master Diamond Manifests himself and stands guard in front of Rarity. He points his sword at Macabre, which actually causes him to take a few steps back and hisses.
"M-Master Diamond?" Rarity says slowly, un-shielding herself.

Master Diamond says nothing and stands his ground, he was not transparent and took a physical form. Showing no sign of backing down.
"Hmm, If I can't get close to you because of your monster, then I'll go through him!" Shouted Macabre as the Shadows formed his duel disk. Rarity looks back up at Master Diamond, who still hasn't backed down. She takes a deep breath, and acts upon this opportunity given to her by her protector.
"Thank you so much Darling. I can handle it from here, if I need you again I will summon you." Said Rarity. master Diamond finally stands down and kneels. Slowly he de-manifests back into Rarity's deck. She then Glares at Macabre and activates her duel disk.

"DUEL!"

[Rarity vs. Macabre]

"I will go first you ruffian! I draw!" Said Rarity. "I summon Gem-Knight Alexandrite! {1800atk. 1200def. Lv4.} Now I activate his effect! I can tribute him to special summon one normal Gem-Knight monster from my deck, I special summon Gem-Knight Crystal! {2450atk. 1950def Lv7.} I will set one card face down and I end!"
"My move, Draw." Said Macabre. "I activate the field spell Vampire Kingdom!" The classroom melts away and soon, they are on a sidewalk in the dead of night. The moon shone a crimson red and a castle rose in the distance behind Macabre. "Hehehe, Welcome to your doom Element! This gives all my Zombies 500 attack points during battle calculation, and everytime you send a card from your deck to your grave,once that turn I can destroy any card on your field by sending any dark 'Vampire' from my hoof or deck to the grave. Now I summon Blood Sucker! {1300 +500atk. 1500def. Lv4}. I now place two cards face down and end."
"My turn, I draw!" Said Rarity. "I now summon to the field Gem-Knight Amber! {1600atk. 1400def. Lv4 Gemini}. Once crystal destroys your monster, Amber will go in for a direct attack!" Crystal unsheathed his sword and charges Macabre's monster.
"I think not! I activate my first face down, the quick play spell Block attack! This forces your monster into a defensive position."
"A mild set back." Said Rarity.
"Heh, It's much worse than you can imagine actually, because now I can activate my second face down, Tragedy. When your monster is forced into a defensive position, Your monster is destroyed!" Crystal groans before he is destroyed.
"Gah! F-fine! I place one more card face down and I end!" Said Rarity.

[Rarity 3 card/ Macabre 2 cards]

"My turn, I draw." Said Macabre. "Now my Blood Sucker will attack your Knight!" Blood Sucker screeches before running directly at Gem-Knight Amber. It wraps the knight in a bear hug and then bites it on the neck. The knight groans in pain as Blood sucker keeps biting. Eventually he is destroyed and Blood Sucker returns to his side of the field.``Now Blood Sucker's effect kicks in! You send the top card of your deck to the graveyard." Rarity begrudgingly sends a card to the grave. When she does this, The blood moon shines brighter and Macabre chuckles to himself. "Now Vampire kingdom kicks in. I target your face down on the left. Now I send the Vampire Grimson from my deck to the grave and your face down is destroyed." Rarity shields her face from the destruction of her face down. She then glares at Macabre who continues to chuckle at her. "I now end by Placing one card face down."
"My move, I draw!" Said Rarity. "Lucky for me, You destroyed the wrong card! I activate my face down Pyroxene Fusion! I send Gem-Knight Iolite and Hyozanryu from my hoof to the grave to summon Gem-Knight Seraphinite! {2300atk. 1400def. Lv5 Fusion.} Now I activate the last card in my hoof, Brilliant Fusion! I send both Gem-Knight Garnet and Sapphire from my deck to the grave to fusion summon Gem-Knight Aquamarine in defense position! {1400atk. 2600def. Lv6 Fusion.}" When Aquamarine is summoned, the blood moon shines again and Macabre chuckles.
"Too bad, Element, you sent cards from your deck to the grave. Now once this turn, I can destroy one of your cards. I send Vampire Baby from my deck to the grave and I destroy your Aquamarine!" said Macabre. Aquamarine explodes and is sent to the grave, Rarity actually smirks.
"Thank you darling, now I can activate Aquamarine's effect." Said Rarity.
"Aquamarine has a graveyard effect?" Asked Macabre.
"Oh yes darling. When Aquamarine is sent from the field to the grave, I send one card on the field back to your hoof, your Blood Sucker has overstayed his welcome!" Said Rarity. Macabre is shocked by this as his monster dissipates from the field. "Now Seraphinite! Attack him directly!" Seraph wields his Rapier and dashes towards Macabre. He thrusts his sword into Macabre who lets out a pained yell and then drops to his knees.

[Rarity 3800/ Macabre 1700]

[Rarity 0 cards/ Macabre 2 cards]

Macabre slowly stands up, he raises his head and his eyes begin to glow a bright red. He fixes his coat to where it now functions as a cape and spreads his wings wide. He then growls at Rarity as his face slowly morphs. His jaw unhinges like a snake and his fangs grow large, his tongue slithers out of his mouth twice the length of a normal tongue and he hisses loudly at Rarity. Rarity takes a few steps back as Macabre became more threatening.
"You! I will drain you of your blood for that!" Yelled Macabre.``I draw, now I activate my face down, Vampire Takeover! Since I already have my Vampire Kingdom on the field, that effect is ignored, but the second effect allows me to special summon one vampire from my grave in defense, I summon Vampire Baby! {700 +500atk. 1000def. Lv3} I will now use it as a Tribute to summon the Shadow Vampire! {2000 +500 0def. Lv5} Now I activate his effect, when successfully normal summoned, I can special summon another Dark Vampire Monster, I choose the Vampire Lord! {2000 +500atk. 1500def. Lv5} Vampire Lord is the only monster who can attack because of the effect of Shadow Vampire! Go Vampire Lord! Feast on their blood!" Vampire Lord licks his lips before revealing his fangs. His jaw unhinges as well and the fangs grow. He latches onto Seraphinite and bites him on the neck. He groans for a while and Vampire lord returns to his spot. "Your monster is spared because the attack boost is for battle calculation only. Now I enter main phase 2 and I build the Overlay network. By laying my two vampires onto each other, I Xyz summon Crimson Knight Vampire Bram! {2500 +500atk. 0def. Lv5 Xyz} Bram takes the field and stands tall, he points his sword at Seraphinite and smirks wide, showing his fangs. "I now End my turn!"

[Rarity 3600/ Macabre 1700]

[Rarity 0 cards/ Macabre 1 card]

"I draw..." Said Rarity. She look at the card and then hangs her head. "...I set one card and end my turn..."
"MUHAHAHA! You have nothing! Your expression says it all! I draw!" Said Macabre. "Now, since you foolishly left your monster in attack mode, I will destroy you! Bram, Destroy her Knight!" Bram wields his sword and swings it Seraphinite. Seraphinite tries using his sword to block, but it shatters on impact and is sliced in half and destroyed. Rarity Winces from the pain. "Now I activate Bram's Xyz effect. by removing one Xyz material from him, I take control of one of the monsters in your graveyard! I bring back your Seraphinite!"
"Wh-what!? No, You can't!" Pleaded Rarity, but slowly on Macabre's side of the field, Seraphinite is summoned and he has red eyes.
"Too late! He is mine now! Seraphinite, attack her directly!" Seraphinite had no choice but to attack Rarity. He lifts his Rapier and stabs her in the side causing her to scream and fall to the floor. "Yes... Yes!... YES! Scream in agony Element! I love seeing you in pain! Hahaha! I end!" Said Macabre.

[Rarity 0 cards/ Macabre 2 cards]

[Rarity 600/ Macabre 1700]

Rarity stayed on the ground for a bit. Her body ached and her vision was blurred. She had to try and get up, or her soul was forfeit. She struggles to get up and finally is able to make it to her hooves. "D...Draw!" Said Rarity. "I activate pot of greed to draw two cards... Now I activate my face down. Necro Fusion! By banishing monsters from my grave, I can fusion summon a monster. I banish Gem-Knight Alexandrite, Crystal, and Iolite from my grave to fusion summon Gem-Knight Master Diamond! {2900atk. 2500def. Lv9 Fusion." Master Diamond is summoned and takes the same battle stance as before, the blood moonlight glistens off of his armor. "He gains 100 attack for every gem-Knight in my grave. I still have Amber, Garnet, Sapphire, and Aquamarine in my grave, so he is at 3300! I'm not done, now I activate the spell Double attack! I discard Gem-Knight Lapis and Master Diamond can attack twice! Diamond, attack Bram!" Diamond lifts his massive sword over his head. Bram panics and tries to block it with his shield, but when Master Diamond brings down his Sword, it goes through the shield like Butter and easily crushes Bram. Macabre Groans and stumbles. "Now Diamond, Puts Seraphinite out of his misery!" Diamond does a small spin and swings the huge sword and cuts Seraphinite in half. Macabre groans louder and almost falls over.

[Rarity no cards/ Macabre 2 cards]

[Rarity 600/ Macabre 200]

"I will not back down, Ruffian! You can't keep me down! I will win, and we will stop the shadows." Said Rarity. Expecting Macabre to be angry, she was shocked to hear him start chuckling. He slowly looks at her and smirks.
"This is the beginning of the end, Element. I draw." Before Rarity's eyes, Bram reappears on the field in a defensive position.
"What!? but I just destroyed him!" Said Rarity.
"Yes, but Bram has a second effect, whenever he is destroyed by you, the next standby phase he is summoned in defense position. Now, I activate the spell Graceful Charity, I draw 3 cards as long as I discard two. Now I summon Castle of Dark Illusions. {920atk. 1930def. Lv4} now I activate Monster Reborn! I summon to the field a Monster I just discarded, Patrician of Darkness! {2000atk. 1400def. Lv5}. Now I end.
"Fool! You are a fool! I draw." Said Rarity. "Master Diamond, attack his Castle and end him!"
"Diamond, attack Bram!" Shouted Macabre. Miraculously, Diamond attacks Bram instead of the Castle.
"WHAT!? How did you do that!?" Shouted Rarity.
"Patrician of Darkness allows me to choose who you attack, and I made him attack Bram." Said Macabre
"That's...., hmph! Never mind, I end."
"Draw." Said Macabre as Bram returned in defense once again. "Now my castle kicks in, all zombies gain 200 attack for each of my standby phases. So Bram's overall attack is now 3200. I now end."
"Got to get rid of that! I draw!" Said Rarity. "I have nothing useful yet, and attacking is useless, So, I end."
"Imbecil." said Macabre as he drew. "Now that's an extra 200, now Bram is at 3400, He is the same as your diamond. They will both be destroyed and leave you wide open!"
"You can't psych me out! Bram has 2900, but the extra 500 is for damage calculation only! Nothing will happen!" Said Rarity.
"Heh, you're smarter than you look. I place one card face down and activate the spell Called by the Grave! I banish one card from your graveyard, I banish your Garnet, so now Master Diamond is down to 3300! I switch Bram to attack and he will attack your Diamond!" Bram stands up and swings his sword at Diamond, who blocks it with ease with his sword, but damage is still done to Rarity. "I enter main phase 2 to activate Dian Keto the Cure Master to gain 1000 live points, then I set one card. Now I end."

[Rarity 500/ Macabre 1200]

[Rarity 2 cards/ Macabre 1 cards]

"I draw" said Rarity. "Ok, if I cannot counter you just yet, then I will defend myself, I summon Gem-Turtle in defense mode. {0atk. 2000def. Lv4} Now I switch Master Diamond to defense and I will end after that.
"HAHAHAHA! You fell for it!" Yelled Macabre
"Fell for what?" Asked Rarity.
"I activate my trap, Trap of Darkness! When I have life points lower than 3000, I pay 1000 life points and this card mimics a trap in my grave, I choose tragedy, now since you switched a monster into defense, ALL DEFENSE POSITION MONSTERS ARE DESTROYED!" Said Macabre
"NO! THIS CAN'T BE!" Yelled Rarity. Rarity watches in horror as first her turtle is destroyed and then Diamond groans. He looks back at her before he is destroyed as well.
"Now you are wide open. I drew for my turn and now Bram is at 3600, but it doesn't matter. You're defenseless. Bram, finish her." Said Macabre. Bram smirks and then swings his sword and hits Rarity. she Screams and is flung back and hits the door behind her with a loud thud.

[Rarity vs. Macabre: Winner Macabre]

Rarity kicks and Struggles as the Shadows wrap around her. She screams and tries to fight back, but it is no use. The Shadows enter her mouth and eyes, begining to take the soul from her. They take her soul and she collapses without a sound. Macabre smirks and approaches her.
"Another Element falls, they all should have known better than to defy us. Now, however, it is time to feed." Said Macabre licking his lips. He lifts up Rarity's body and moves her head to the side. His Jaw widens and he is moments from biting her neck when a large Shadow manifests behind him. He slowly turns around and notices it. He recognizes it as a communication spell. He rolls his eyes and drops Rarity so that he may see what the other Shadow Riders want.

End of Chapter 21

Chapter 23: Seige of the School Part 5

Mistmane found herself approaching the School's auditorium. While the school is shrouded in the Shadows, She felt it was the perfect place for the Shadows to hide. She approaches the door and opens it, stepping inside. She walks down the empty rows of seats and approaches the stage. She walks up the steps and onto the stage. From here, she can get a better look at the entire room. She scans the rows closely for shadows. She felt she was about to catch one when she heard a noise behind her that sounded like a sneeze. She spins around to see where it might have come from. She sees the curtain move and is positive there is someone or something behind it. She lifts up her duel disk and prepares for any kind of confrontation.

"Alright Shadow, you are caught. No more hiding, show yourself!" Commanded Mistmane.

"...Misty?" A familiar voice is heard. Mistmane's eyes widen and she slowly stands down.

"Meadowbrook? Is that you?" Asked Mistmane. Mage Meadowbrook slowly steps out from behind the curtain. Mistmane was confused about why she would be hiding behind the curtain during an invasion by the Shadows.

"Misty, I sure am glad that it's you." Said Meadowbrook with a smile.

"Why are you hiding Mage? You are supposed to find the Shadows, not hide from them." Mistmane raises an eyebrow and Mage's smile disappears.

"I wasn't hiding from them, I was waiting for them." Meadowbrook explained

"Waiting?" Asked Mistmane.

"Yeah...Misty, you may need to prepare for this. I ran into Starswirl about 5 minutes ago. We both came across one of the Shadow Riders and...They had beaten Somnambula." Meadowbrook's voice went downcast.

"What?" Mistmane was shocked to hear this.

"Yeah, so we chased the shadow, but he sharply turned a corner. We turned down the direction it went, but was unsure where exactly it went." Meadowbrook explained. "We split up and I came in here to look for it, but that's when I heard you come in. I thought you were a Shadow. Your mane moves just like the shadows that surround them. So I hid behind the curtain so that I could take ya by surprise."

"I see..." Said Mistmane still thinking about Somnambula. "Well then, you and I have always worked well together, how about we pair up?" Suggested Mistmane.

"That sounds perfect actually." Said Meadowbrook, her smile returning.

"So...A tag duel then." Said a third voice. Behind Mistmane and Meadowbrook could see a large black mast forming on the floor behind her. Mistmane turns to see it as well, the black mast almost seems to bubble and boil. Soon, two figures slowly climb out of it, like corpses rising from the grave. Both girls take a few steps back as both figures fully climb out and stand in front of them. Soon the darkness faded revealing their features, It was Enigma and Eclipse.

"You two!" Yelled Mistmane, spitting the words out like she was spitting venom.

"You got that right wrinkles. Us." Eclipse chuckled, showing his teeth.

"Which one of you hurt Somnambula!?" Demanded Mage.

"It matters not, you two are next!" Enigma spoke while adjusting his hood.

"What, you two want a tag duel?" Asked Mistmane as she narrowed her eyes.

"Of course, Me and Enigma are the best tag duelists ever!" Said Eclipse boastfully.

"Then you obviously have never dueled us! Let's take them on Misty!" Said Mage. Both of them activate their duel disks.

"A grave mistake you two will come to regret." Said Enigma as the Shadows manifested his and Eclipse's duel disks.

"DUEL"

[Mistmane and Mage Meadowbrook Vs. Eclipse and Enigma]

[Harmony 8000/ Shadows 8000]

"I will take the first turn, Draw." Said Eclipse. "First I activate the continuous spell Synchronized Realm, now every time I synchro summon a monster, you take 500 points of damage. Now I summon Junk Synchron! {1300atk. 500def. Lv3 Tuner.} I place one card face down, and I end."

"My turn. I will draw." Said Mage. "I set one monster face down and now I activate the continuous spell Seed Cannon. When a plant monster is summoned, I place a seed counter on this card. The max I can have is 5. That will be my turn."

"My move, Draw." Said Enigma. "I activate the spell Onomatopaira. I discard a card and I can add two cards from my deck to my hoof that have Gagaga, Gogogo, Dododo, or Zubaba in their names. I add the Gagaga Gardna and the Gogogo Golem! I now set two cards and end."

"My turn, I draw." Said Mistmane. "I summon Revival Rose! {1300atk. 1300def. Lv4.} Since I summoned a plant, Mage's Seed Cannon gets one counter. Now I activate the spell Rose Bell of Revelation! I add one plant monster with 2400 or more attack points from my deck, to my hoof. I add Queen Angel of Roses. Now Revival Rose, Attack his Junk Synchron!"
"They have the same attack, they will both be destroyed!" Said Eclipse.

"That's fine with me!" Said Mistmane. Revival Rose grows large thorns that are then fired at Junk Synchron. He is able to deflect a few before being struck. One of the thorns was also deflected back at Rose and both were then destroyed.

[Eclipse 3 cards/ Mage 4 cards/ Enigma 4 cards/ Mistmane 5 cards]

"My move, I draw." Said Eclipse. "First I activate my face down, Call of the Haunted. To bring back my Synchron. Now I summon Speed Warrior! {900atk. 400def. Lv2} Now I tune for 5, Synchro summoning Junk Warrior! {2300atk. 1300def. Lv5 Synchro.} Now the effect of Synchronized zone kicks in, zapping you both of 500 life points!" Both Mage and Mistmane let out a loud groan as an electric aura zapped away their life points. "Now Junk Warrior, attack her face down!" Junk Warrior flies into the air and then brings his foot down hard onto the card. It flips to reveal a jar with candles in it.

"Sorry there hun, but once my Aroma Jar is flipped face up, It cannot be destroyed by battle." Said Mage.

"You lucked out, I now end." Said Eclipse. As soon as his turn ends, the candles in the jar light up. Mage smells the pleasant fragrance coming from the candles and smiles, both she and Mistmane soon have a healing aura around them.

"During each player's standby phase, we get a 500 point boost to our life points. Looks like your Synchronized Realm has been countered." Said Mage.

"Grr! Just take your turn Element!" Demanded Eclipse.

"With pleasure, draw!" Said Mage. I summon Glow-Up Bulb! {100atk. 100def. Lv1 Tuner} That is another plant for me, so that's another counter. Now I activate the spell Fragrance Storm! I destroy my glow up bulb to draw a card. I have drawn Aromage Jasmine! Since she is a plant monster, thanks to Fragrance Storm, I draw a second card."

"You may have filled your hoof, but for what? Look at your field, all you have is your jar left." Said Enigma.

"That's because I now activate this card's effect, Puppet Plant! By discarding it, I take control of one of your warrior cards this turn, your Junk Warrior will be perfect." Said Mage.

"Hey! My monster!" Shouts Eclipse as Junk Warrior slowly floats towards the other side of the field.

"Now Junk Warrior, attack them directly!" Yelled Mage.

"Not so fast! I activate the effect of Gagaga Gardna in my hoof! I special summon him in defense when you declare a direct attack! {1500atk. 2000def. Lv4} Now to protect him from being destroyed I discard one card!" shouted Enigma.

"Excelent move Enigma!" Eclipse congratulated his teammate.

"Thank you Eclipse, now please prevent them from taking your monster in the future." Enigma said coldly.

"Fine, I end. Now your monster returns to you, and Aroma jar gives us another 500 lifepoints." Said Mage.

[Harmony 8500/ Shadows 8000]

[Eclipse 3 cards/ Mage 4 cards]

"Now, it is my move, Draw!" Said Enigma. "I now Summon Gogogo Golem! {1800atk. 1500def. Lv4.} I now build the Overlay Network with my two level 4s to Xyz summon Gagaga Cowboy in defense position! {1500atk. 2400def. Lv4 Xyz}. "Now, since attacking you is useless at the moment as you still have your jar out, I will instead use Cowboy's effect. By detaching one of his Xyz materials while he is in defense mode, He deals 800 points of damage to you!" Cowboy aims both of his guns at the two and fires, striking both of them. They both yell out painfully at the damage. "I now end."

"Guh, That's another 500!" Yelled Mage as they were healed immediately by Aroma Jar when Enigma ended his turn.

"My move, I draw!" Said Mistmane. She smirks at what she drew. "First I summon Necro Fleur {0atk./0def. Lv1.}"

"A wilting flower? You cannot be serious." Enigma looked bored out of his mind when Mistmane played her next card. But a fourth counter was added to Seed Canon

"Even the weakest ugliest flower can grow up to be something beautiful and strong." Mistmane placed her hoof to her chest as she spoke. "And now I activate the spell, Dark Hole, to destroy all monsters on the field."

"Enigma! We can't be left open! You gotta do something!" Eclipse quickly called out, to which Enigma did not even bat an eye.

"I activate my face down, Utopian Aura! I will detach my second Xyz material from my Cowboy and all monsters we control cannot be destroyed by card effects!" Enigma countered as the black hole opened and swallowed the Aroma Jar and the Necro Fleur. But the Junk Warrior and Gagaga Cowboy Glowed a shiny aura and were left unharmed. "Looks like you only hindered yourself, Grandma. Better luck next time!"

"I wouldn't be counting your blessings so quickly Sonny." Mistmane smirked as the wind began to pick up. Both Eclipse and Enigma lost their smiles as a bright light flashed on the field. There standing on Mistmane's side of the field was a new monster.

"What on earth!? How did you do that!?" Demanded Eclipse.

"When Necro Fleur is destroyed by a card effect and sent to the graveyard, from my deck I can special summon Sorciere de Fleur! {2900atk. 0def. Lv8.} I told you every plant will grow up to be beautiful and strong, and now she will destroy your Junk Warrior!" Mistman stood tall as her monster twirled her flower staff and then pointed it at Junk Warrior. A rose-colored beam is fired from it, striking Junk Warrior and destroying him.

"GRR!!! I'll make you pay for that!" Eclipse hisses at the destruction of his monster.

[Enigma 4 card/ Mistmane 4 cards.]

[Harmony 8200/ Shadows 7400]

"I now place one card face down, and end. During the end phase, if Sorciere de Fleur was special summoned due to the effect of Necro Fleur, then she is destroyed." As Mistmane ends, her monster slowly wilts and is destroyed.

"I will avenge my warrior element!" Eclipse hissed as he drew his card. "Enigma, will you allow me to use your monster?"

"I am out of Xyz materials, do with him as you'd like." Enigma said, his voice void of emotions.

"Very well, now watch Elements! I summon the Nitro Synchron! {300atk./ 100def. Lv2 Tuner.} With him on the field I now equip him with the Synchro Boost spell card! Now he gains 500 attack, and gains a level, making him level 3! Now with him and Gagaga Cowboy, I tune for 7! Synchro Summoning Nitro Warrior! {2800atk. 1800def. Lv7 Synchro.}" Eclipse smirks upon summoning his new monster, but Mage and Mistmane take a few steps back. "Since I synchro summoned him with my Nitro Synchron, I get to draw an extra card, and I will then attack you both directly!"

The Nitro Warrior's engine revs up and ignites. He dashes towards Mage and Mistmane and slashes both of them as he darts past them. Both girls let out cries of pain and fall to the ground. The Nitro Warrior then returns to Eclipse's side of the field.

"I now end my turn by placing down one card, elements." Eclipse chuckles as his turn ends. Mage Meadowbrook was the first to her hooves after the brutal attack.

"My turn... and I draw!" Mage winced a bit but grew excited upon seeing her card. "I summon Evil Thorn! {100atk. 300def. Lv1} and that is the fifth plant summoned. With the max count of five seed counters, I now activate the effect of my seed cannon! By sending it to the grave, you lose 500 life points times the number of seed counters on this card!"

"That's 2500 points!" Yelled Eclipse in astonishment. The Seed Cannon explodes, sending sharp thorns at the shadows who wince at the massive loss of life points.

"I'm not done with you yet! Now I activate Evil Thorn's effect. By sending it to the graveyard as well, you lose an additional 300 life points and I can summon two more Evil Thorns to the field! I'll summon them in defense mode! With that, I end!"

[Eclipse 1 cards/ Mage 4 cards]

[Harmony 5400/ Shadows 4600]

"I'm growing bored of this." Enigma declared as he pulled out the last thorn out of his foreleg with his teeth. He narrows his eyes at the element bearers and draws his card. "I summon the Dododo Witch! {1200atk. 1600def. Lv4.} When she is successfully summoned, I can summon one more Dododo monster from my hoof, I summon Dododo Driver! {1800atk. 200def. Lv4.} Now I build the Overlay Network, by using my witch and driver, I Xyz summon Number 55: Gogogo Goliath! {2400atk. 1200def. Lv4 Xyz.}"

The towering behemoth looms over the element bearers who look up at it with dismay. But by the way Enigma has displayed himself, he wasn't done with his turn.

"Are you afraid elements? You should be." Despite Enigma's ominous threat, his voice remained stoic and serious. "I discard one of my Xyz materials to add the Gogogo Golem back into my hoof. The discarded material was the Dododo witch. Now I activate my last face down, Halfway to Forever! I summon two monsters from my graveyard, the Dododo Witch, and the Gagaga Gardna! Now after the effect of my trap card, I am forced to Xyz summon with these two cards! I build the Overlay Network to summon Number 39: Utopia! {2500atk. 2000def. Lv4 Xyz.}"

Utopia brandishes its sword that seems to glint under the light. It along with the Goliath stares down the element bearers like a hungry lion to a sick gazelle.

"I shall activate one more card this turn. I activate the spell Utopia Buster! I destroy one of your Evil Thorns and you lose life points equal to its attack. Now, Goliath will destroy the second one, while Utopia attacks you directly!" The buster spell card destroys one of the Evil Thorns, but the damage from that was nothing compared to what was about to happen. As the Goliath brings its heavy fist down on the second Thorn, Utopia dashes right up to them. It raises its sword high into the sky, the blade glowing brightly, before. Bringing it down on both of them. Mage and Mistmane feel their very souls being attacked as they wail in agony before collapsing to the floor.

"I end. Not take your move wrinkles, and make it quick." Enigma narrows his eyes at Mistmane as he ends. Mistmane, while on all of her knees looks at Mage Meadowbrook. She was on her stomach, still writhing in pain. Mistmane herself saw the ending in sight, the shadows were strong, too strong. Yet she remained defiant. She wasn't going to allow the shadows to have an easy victory. So she slowly rose to her hooves and stood in resistance to the shadows.

"I...Draw..." If this wasn't their duel to win, she would at least show up the shadows. "I summon to the field... Rose Girl. {800atk./ 600def. Lv3 Tuner.} And now I activate the spell Basal Rose Shoot. This card allows me to special summon a rose dragon from my hoof, I special summon the Blue Rose Dragon. {1600atk. 1200def. Lv4.}... And now, I tune for 7... Synchro Summoning, The Black Rose Dragon! {2400atk./ 1800def. Lv7 Synchro.}"

Enigma's eyes widen at the sight of Mistmane's Ace. The Black Rose Dragon opens its elegant wings and roars a singing tune. Mistmane, despite what she was faced with, smiled. Smiled at her old-time friend who was by her side at last.

"I now activate my Dragon's effect." Mistmane, her voice though horse spoke loudly.

"You are a fool! Your card will be destroyed, and you will lose all defenses!" Enigma growled back.

"I have made peace with that. But your show of power ends here. With a single drawn card, a game can turn in an instant. Now watch as all the monsters you worked hard on bringing out are destroyed in the blink of an eye!" Mistmane said defiantly in the face of the shadows. Her Dragon spread its wings and a mighty gust of wind flew rose petals everywhere. The Rose petals cut both the Goliath and the Utopia as they flew past, causing both monsters to groan and finally be destroyed.

"Noooo! How dare you you bag of wrinkles!?" Enigma flares his nostrils angrily as both of his monsters are destroyed. While this happens, Black Rose Dragon then wilts away and is destroyed. Mistmane closes her eyes and feels content.

"I end my turn."

[Enigma 3 cards./ Mistmane 2 cards]

[Harmony 2800./ Shadows 4600]

"Eclipse!" Enigma barked, which drew his partner out of his awe. "Finish her now! I demand you end this duel now!"

"I'll try!" He shouted back looking at the lone card in his hoof. It all relied on this. He then drew and began to laugh. "This duel is over! I activate Monster Reborn, to resummon to the field, Junk Synchron! Now that I have a junk card on the field, Junk Servant is special summoned from my hoof! {1500atk. 1000def. Lv4.} Now I tune for 7, Synchro summoning Junk Berserker! {2700atk. 1800def. Lv7 Synchro.} Now with my face down, I will end this! I activate my final face down, Synchro Strike! This gives my Synchro monster 500 extra attack for each material used to summon him, making him 3700! Now finish this Junk Berserker!"

Junk Berserker lifted its large axe in the air, its shadow cascading over the two element bearers. Mistmane kept her eyes closed, while Mage shielded her face with her hoof. Finally it came down, and the shrieks of pain were deafening.

[Harmony vs Shadows: Winner Shadows.]

The shadows then quickly pounce on the two element bearers, Snaring them and forcefully ripping out their souls as they shriek in horror. Enigma, watches with a scowl on his face, while Eclipse keeps his distance. Once it was over, both Shadow Riders looked at each other.

"What now Shadow brother?" Asked Eclipse.

"We must call off this attack brother. We have weeded out their weakest links, now only their strong remain." Said Enigma still scowling at the husks of the Element bearers.

"Call off!? But we-" Eclipse was then cut off.

"Our master needs us to keep our souls!" Enigma quickly turned his head to growl at Eclipse. "That is no longer a possibility! If you had not drawn that perfect card, we were sitting ducks! I had nothing in my hoof! Nothing! And she blew off one of my strongest combos!" Enigma slowly looks back at the Element Bearers and narrows his eyes. "Call the rest of the Shadow Brethren, we need to leave. The master's plan is almost complete."

End of Chapter 23

Chapter 24: Seige of the School Part 6

Brisk, Roulette, and Gizmo all three run into Headmare Twilight's office. They close the door and then peek out the window.
"Y-you guys think we were followed?" Asked Gizmo shaking.

"No, I think we are fine." Said Roulette trying to catch her breath.

"We shouldn't have ran, we should be facing the Shadows to protect our friends." Brisk grits his teeth as he looks away from the window.

"I know, but... I need a moment ok!" Said Roulette. She was terrified, so Brisk let out a soft sigh.

"Alright, let's catch our breath and regain our composure." Said Brisk. He looks down at Gizmo who is still shaking badly.

"Hey bud, calm down. it'll be alright." Brisk was trying to calm him down a bit.

"I-I can't help it!" Said Gizmo through chattering teeth.

"Ahh! Brisk!" Yelled Roulette.

Brisk turns around to see a pitch-black mist seeping in from the bottom of the door. Brisk and Roulette back up as Gismo quickly hides underneath Twilight's desk. More and more of the mist spills in and slowly starts to form into a shape. It was one of the Shadow Riders.

"Gah! Get back you!" yelled Brisk, stomping his front hooves at the specter.

"You're not element bearers, are you?" Said the Shadow Rider, it had a female voice.

"No, but we are their protectors!" Said Roulette, standing next to Brisk.

"Who are you!?" Demanded Brisk.

"I am Karma. You two are a waste of my time." Said Karma as she turned to exit.

"What's the matter? Afraid both of us will beat ya!?" Taunted Brisk. Slowly, Karma turns around and faces them again. She took a step towards them.

"Fine, if you are eager to lose your souls," Karma spoke as she adjusted her hood.

"Handicap duel! Two-on-one, Me and Roulette share a field and graveyard. We share 8000 life points and you also have 8000. We will also take turns going next. You go first, then me, then back to you, then Roulette, Understand?" Brisk explained the rules.

"Of course, now let's duel." Said Karma as the shadows formed her duel disk. Brisk and Roulette activate theirs.

"DUEL"

[Brisk and Roulette vs. Karma]

"I'll go first, I draw." Said Karma. "I summon Cardcar D. {800atk. 200def. Lv2} The turn I summon this card, I can immediately tribute it to draw two cards, But my turn must immediately end as well. So your move pal."

"My move, I draw." Said Brisk "I summon the D.D. Warrior! {1200atk. 1000def. Lv4} He will then attack you directly." As the Warrior attacks with his sword, Karma doesn't react to the damage. "I will end there, Back to you."

"Wonderful, I draw." Said Karma. "I set one monster and I end."

"You're not taking this seriously, are you? We'll make you regret that! Draw!" Said Roulette. "I activate the spell Cup of Ace! I flip a coin, heads I draw 2 cards, tails, you draw two cards. Go coin flip!" A large shadowy coin materializes on the field and is flipped. It lands on heads. "Thank you lady luck, that's two cards for me. I set three cards and I will attack your face down with my Partner's card." The warrior stabs the card, but it flips to show a sinister-looking machine.

"Heh, you flipped my Cyber Jar. All monsters on the field are destroyed. Now we each reveal the top five cards of our decks. I reveal Polymerization, Machine King Prototype, Cyber Ogre, Amplifier, and Cyber Esper." Said Karma.

"I reveal Monster Reborn, Card of Demise, Dust Knight, Kiryu, and Different dimension capsule." Said Brisk.

"I reveal Dangerous Machine Type Six, Graceful Dice, Abare Ushoni, Sand Gambler, and Skull Dice." Said Roulette.

"Good, All level 4 monsters you reveal can be placed on the field however you like. My two monsters will be face up, the rest of the cards go into your hoof." Said Karma.

"I set my Dust Knight face down." Said Brisk.

"My Abare Ushoni will be in attack {1200atk. 1200def. Lv4} while Sand Gambler will be in defense." Said Roulette. "To avoid having to discard some cards. I enter Main phase two and set one more card."

[Brisk and Roulette 8000/ Karma 6800]

[Brisk 9 cards/ Roulette 6 cards/ Karma 10 cards]

"My move, I draw," Karma said while smiling at her hoof. "I tribute my Machine King to summon my Jinzo!"

"No!" Yells Roulette. Jinzo is summoned to the field and then crosses his arms. "This isn't good! Most of the cards I set face down were traps!"

"No problem, we'll get around it." Brisk reassured her.

"But our back row is nearly full!" Roulette looks at Brisk with uncertainty.

"One is all I need." Brisk narrows his eyes and looks back at Karma

"I'm far from done, Now I equip him with the Equip Spell Amplifier. Now only you are locked out of trap cards. Now I activate Polymerization! I fuse the two Cyber Ogres in my hoof to fusion summon Cyber Ogre 2! {2600atk. 1900def. Lv7}. Jinzo, attack their face-down card!" Jinzo powers up a Psychic shockwave and blasts it towards the card. It flips to show Dust Knight before being destroyed.

"When Dust Knight is flipped, I send one earth monster from my deck to the grave." Said Brisk. "I send my Buster Blader."

"Now My Cyber Ogre will attack your Ushioni." Said Karma.

"Before you do, I will activate his effect! I flip a coin and call it. If I'm right, you take 1000 points of damage, if I'm wrong we will take the damage. Go coin flip!...Tails!" The coin flips again and lands on tails. "Yes! Tails never Fails!" Karma is shocked for points and now looks annoyed.

"The amount of damage you will take will put you in your place! When Cyber Ogre 2 attacks, he gains attack equal to half his attacking target. He gets 600 extra attack making him 3200!" Cyber Ogre raises his massive claw and brings it down hard and destroys Ushioni, causing Brisk and Roulette to groan loudly. "I now end my turn."

[Brisk and Roulette 6000/ Karma 5800]

[Karma 6 cards]

"Gah... I forgot how painful Shadow Duels are! Mnnngh! I draw!" Brisk winces.

"With Cyber Esper on the field, you must show me what you drew." Karma chuckled.

"Fine, it is Mystical Space Typhoon." Said Brisk. "I will now activate Mystical Space Typhoon to destroy your Amplifier!" As the card is destroyed Karma looks annoyed again. "Now I activate the spell Spell Reproduction! I send two spells from my hoof to the grave, I send Emblem of the Dragon Destroyer and Confiscation to the grave to re-add MST to my hoof. Now I activate Monster Reborn to summon to the field, Buster Blader! {2600atk. 2300def. Lv7}" Buster Blader stands directly in front of Brisk and plants his sword into the ground like he is protecting Brisk. "Buster Blader, attack Jinzo!" Buster Blader lifts his huge blade and slices Jinzo in half. "There you go Roulette, now you have access to your cards again."

"Thanks, Brisk." Roulette said with a smile.

"I still have my Cyber Ogre! I draw." Said Karma as she drew. "I activate Cosmic Cyclone. By paying 1000 life points I can banish one spell or trap on the field. I banish your set card on the far right!"

"Ngh! You banished my Fairy Box trap card." Said Roulette.

"Perfect, Now My Ogre will attack your Buster Blader, and don't forget its effect, it gains 1300 attack now, making him 3900!" Said Karma

"Not so fast!" I activate my face down The quick play spell Roulette Spider!" Said Roulette. The Spider Emerges from the card, it quickly hops over to Roulette and cuddles up to her while squeaking playfully. Roulette is pretty confused by this until the spider finally lets go of her and attaches to the Ogre. "That... was weird. But anyway, time for its effect. I roll a die, and depending on the outcome, will yield an effect, Go Die Roll!" The die is rolled and lands on one. "Ack! Bad roll! That halves our life points!" Said Roulette. Karma smiles at that result. "However, I came prepared for that, I activate my face down Dice Re-roll! This allows me to roll once again for a better outcome." The die is rolled again and lands on 3. "Phew, that's much better. This number allows me to change your attack target to my Sand Gambler, who is in a defensive position." The Ogre is forced into attacking the sand gambler instead of Buster Blader.

"Thanks Roulette. That would have been a big hit to us." Said Brisk.

"Don't worry about it." Said Roulette smiling again.

"Well then, I guess I have no choice but to end my turn." Said Karma.

[Brisk and Roulette 6000/ Karma 4600]

[Brisk 6 cards/ karma 6 cards]

"My move, Draw." Said Roulette. "I activate the spell Question! Tell me Karma, how lucky do you feel? You need to guess the first monster sent to our graveyard. Since me and Brisk are sharing a grave, it could be either one of our monsters. Choose wisely, if you guess right, the monster is banished, guess wrong and the first monster is special summoned to the field."

"Very well." Karma thinks for a moment before declaring. "D.D. warrior was the first monster summoned, so I choose him."

"Well, lucky you, you are correct, Unfortunately, it's not the first monster in the graveyard." Roulette smirks.

"What!? How can I be right and wrong at the same time!?" Karma demanded.

"Simple, D.D. Warrior was the first monster to be destroyed on our side of the field, but due to his effect he was banished upon destruction!" Said Brisk.

"The first monster in our Graveyard is Abre Ushioni!" Said Roulette as Ushioni is summoned back into defense mode. "Now I activate the Spell Dangerous Machine Type Six! But we'll have to wait to activate it. Now I will activate the continuous spell Second Coin Toss. If I do a coin toss this turn, I get once chance to redo it. Now To activate Ushioni's effect to flip a coin and call it to deal 1000 points of damage. Go coin flip, Tails!" The coin flips and lands on heads. "That's alright because I activate Second Coin Toss, Tails!" The coin is flipped again and lands on tails. "Perfect. That's 1000 points of damage to you shadow!" Karma is shocked again, it is more painful now causing her to moan out. "Now it's time to get rid of your Cyber Ogre! I attack him with Buster Blader!"

"You fool! Even without his effect kicking in, they will both be destroyed!" Said Karma.

"Not for long, I activate my last trap card, Skull Dice! I roll a Die, and the outcome is multiplied by 100, and that number is subtracted from your monster's attack! Go Die Roll!" Yelled Roulette. The die rolls and lands on 6. "HOOYEAH! that's 600 points! Buster Blader, attack!" Buster Blader lifts his huge Sword and slashes the Cyber Ogre who wails out in a electronic shriek and then is destroyed. "Now Ushioni go in for a direct attack!" Ushioni rams Karma with his horns and knocks her hard against Headmare Twilight's door. "Take that Shadow! I end!" Roulette and Brisk then Hoof bump each other.

[Brisk and Roulette 6000/ Karma 1800]

[Roulette 3 cards]

"This game is ours, Roulette. To think we were scared of you, you ain't so tough shadow!" Bragged Brisk while smirking. Very slowly, Karma gets up, she looks at them and smiles.

"Well then, I guess I gotta stop holding back then. I draw." Said Karma. "First, since you control 2 more monsters than I do, I can special summon from my hoof, The Fiend Megacyber {2200atk. 1200def. Lv6} I activate the spell Change of heart, to take control of your Buster Blader." Buster Blader groans as he tries to stop himself from stepping onto Karma's side of the field.

"Buster Blader!" Yelled Brisk, holding his hoof out to his monster.

"We'll get it back next turn Brisk." Said Roulette.

"No, you won't because now I activate the continuous spell Cosmos Channeling. This allows me to tribute one monster on my side of the field owned by you, to special summon a Machine monster from my Graveyard, I summon Jinzo back to the Field. Buster Blader slowly dissipates and then Jinzo takes his place.

"No! How dare you!" yells Brisk. Karma only chuckles.

"Now I build the Overlay Network, I Xyz summon Jinzo - Layered {2600atk. 1500def. Lv6}." Said Karma "Now for my Normal summon, I summon Biofalcon! {1700atk, 1200def. Lv4}. Now I activate the spell Iron Draw! While I control exactly two machine monsters, I draw two cards. Now for the rest of this turn, I can special summon only one more time. One more time is all I need, since there is a trap card in your graveyard, I can special summon Jinzo The Machine Menace from my hoof! {2400atk. 1500def. Lv7}"

"Sweet Celestia... That is a lot of monsters..." Roulette took a few steps backward.

"I'm still not done worm." Said Karma.

"You can't summon anymore, what else can you do!?" Demanded Brisk.

"Just watch! I activate Jinzo Layered's effect! By detaching one of his Xyz materials I take Control of your Ushioni!" Yells Karma.

"WHAT!?" Both Brisk and Roulette yell at the same time.

"Unfortunately I cannot use your Ushioni to attack, or even use its effect, But with it out of the way, I can attack you directly for 6700 points of Damage!" Said Karma.

"6700!?!?!?" Yells Roulette.

"That... That means..." Said Brisk realizing that this was it.

"Jinzo, Biofalcon, Jinzo Menace, Attack them directly" Karma commanded. All monsters attack at the same time, causing a huge explosion, decimating Brisk's and Roulette's life points.

[Brisk Bronco and Roulette Vs. Karma: Winner Karma]

Gizmo slowly peaks out over the desk as he hears the final turn of the duel. His eyes widen when he realizes it was Brisk and Roulette who lost.

"Two against one, and you couldn't beat me. I am not in the least bit shocked." Karma boasted, sticking her nose in the air.

"n-No! I don't want to lose my soul!" Cried Roulette as tears flooded her eyes. Brisk Slowly sits up and pulls her into a hug. Roulette latches onto him and buries her face into his shoulder.

"I'm sorry Roulette...I'm so sor-" Said Brisk before being cut off as The Shadows latch onto him and Roulette. Gizmo quickly ducks back down, not wanting to see as tears fill his eyes. He covers his mouth with hooves to prevent himself from making a noise as he begins to sob to himself. He hears their bodies hit the floor, and Karma chuckling to herself. He doesn't hear her leave, so he stays hidden for about 10 minutes. He slowly peaks out and sees that she is in fact gone. He steps out and gasps seeing both Brisk and Roulette on the floor, unresponsive, and still hugging each other. He breaks down and starts crying over them as he leans over and hugs both of them still crying. He hears the door open and he quickly looks over, it is Gallus, along with Gram.

"Giz! Are you....ok?" Asked Gallus as he saw Gizmo crying over Brisk and Roulette. He then realizes what has happened to them. "No... I'm too late... I'm sorry Giz."

"They protected me... And I just hid like a coward!" Cried Gizmo as tears ran down his cheeks.

"Come on dude, come with me. I'll protect you." Said Gallus. Gizmo Slowly gets up and walks to Gallus. He pretty much clings to his side as they both leave the Office.

End of Chapter 24

Chapter 25: Following the Shadows

The Shadow Riders were forced to re-group back outside the school. They all use their Shadow Magic to teleport outside of the school, They all look at each other and are shocked by how many of them were left.

"It really is just us 5 left?" asked Karma as she looked to all her shadow brethren.

"It appears so," Enigma spoke coldly.

"The elements fought back hard, but at least we put a dent in them," Eclipse added with a chuckle.

"Correct. Though 5 of us stand, there are only 8 more element bearers left." Enigma confirmed.

"The Master should be strong enough now with all those souls." Said End.

"He is, which is why phase 2 should begin." Said Enigma.

"What is phase 2?" Asked Macabre with an eyebrow raised.

"We lead the rest of them to the Master himself, where he will be able to steal all their souls at once and destroy harmony as we know it." Enigma clenched his hoof for emphasis.

"Then we better make sure they follow, but how do we do that?" Asked Karma.

"Leave that to me." Said Enigma as he used his shadow magic to slowly demanifest and teleport back inside the school. Spike was in the main corridor, walking down as he was looking for the Shadow Riders. Being inside a pocket-sized version of the Shadow Realm was not good for him, still having Shadows cloud his heart, it took a lot more of his mental power to resist the shadows. He walked a little further before stopping. He narrows his eyes as he comes to a complete stop.

"I know you're there Enigma." Said Spike without turning around. Standing behind Spike a few feet away was Enigma as he had materialized behind him.

"Good to see you still remember me Tiamat." Said Enigma. Spike felt a physical reaction inside him hearing Enigma call him that. Spike slowly turns around to see his old leader.

"What do you want Enigma? You here to duel me?" Spike narrows his eyes at his former shadow brother.

"Of course not." Enigma shook his head. "We need your help."

"My help?" Asked Spike confused.

"This whole invasion went south, we lost a lot of our Shadow Riders in this invasion, we need you back in our ranks Tiamat." Said Enigma.

"Never, I will never join you again." Spike clenches his claws into fists, feeling his anger beginning to rise.

"It's your destiny. The seeds of the Shadows have been planted, there is no way for you to remove them once they have been planted. You can join us now, or later. But you will come back to us Tiamat. We will be waiting for you, at the Hollow Shades." Said Enigma Slowly, Enigma began dematerializing again and teleported back outside the school where the last of the Shadow Riders were.

"You sure they will follow us?" Asked End as Enigma teleported back. Enigma chuckles in response.

"Of course they will. Knowing Starswirl, he will not pass up this opportunity. Now we must go, we need to get back to the Master. Once we leave the area, our spell will wear off, and the school will exit the Shadow Realm." Said Enigma. Slowly, one by one, each Shadow Rider began to dematerialize as they then teleported away from the school. Now that the Shadow Riders were away from the school, the spell weakened. Eventually, the sun shines through the ghastly purple mist and penetrates the Shadows. Soon all shadows are peeled away and the school is back to the normal world. Almost immediately, this was noticed by everyone inside the school, Those that remained decided it would be best to regroup in the map room. Those with a soul make their way to the map. Starswirl is the first to the map, but more soon show up. The next ones to show up were Twilight, Sandbar, Smolder, and Discord. They Look at Starswirl who is staring at the map intently as he searches for the Shadows.

"Starswirl! You made it!" Exclaimed Sandbar.

"Yes child, but I fear others were not so lucky. I feel weakened, I think many of the pillars have fallen." Said Starswirl looking exhausted.

"I feel that too..." Twilight shudders.

"What do we do now?" Asked Smolder as Yona, Ocellus, and Neighsay showed up.

"I don't know, but this was a big move by the Shadows. They hit us, and they hit us hard. I don't know what our next move should be." Starswirl kept looking at the map, looking for any kind of sign.

"We were able to inflict heavy casualties on them, we hit them back just as hard as they hit us." Neighsay assured, adjusting his collar.

"True, but we can't risk another hit like that again." Said Starswirl. By now, everyone else still standing is in the map room Silverstream, Spike, Gallus, and Gizmo. Starswirl looks up and sees everyone in the room. His heart sinks and his face grows shocked and saddened.

"Is this all the survivors?...Oh... Oh no..." Said Starswirl as he lowered his head.

"Starswirl..." Twilight took a step forward toward the elderly sorcerer.

"... 12 survivors, only 8 of them being element bearers... This is... this is my worst fear. I am the last pillar standing..." Said Starswirl, his eyes began to water, something that shocked everyone as Starswirl never got emotional. Twilight steps up and places a hoof on his shoulder. By now, even her eyes had gotten watery.

"Starswirl, you cannot give up, I... I am the last of my group of friends as well... and though my heart is heavy, we don't have time to grieve anymore. We braced ourselves for this attack, and it hurt us. We show weakness now, they will wipe us out." Said Twilight. Starswirl places his hoof on top of Twilight's.

"... You're right my dear... But, as of right now, I am at a loss. They elements work the strongest together, and I have never been without my fellow pillars. What shall we do next, I do not know. I have no plans for our next move. But we cannot wait here again for another attack." Said Starswirl in a weakened voice.

"Then how about we hit them back?" Suggested Discord.

"What do you mean chaos bringer?" Asked Starswirl looking at Discord.

"They came to us this time, why not go to them and surprise them?" Asked Discord. All the others then started looking at each other and whispering.

"We could, but their trail has gone cold. I cannot locate their locations on the map." Starswirl looks back to the map, not a single shadow was in sight.

"They are in the Hollow Shades." Spike blurted out, causing all eyes to fall on him.

"The what?" Asked Starswirl turning his attention to Spike. "I thought you said your memory after the shadow corruption was foggy."

"It is. But before they left, Enigma showed up." Explained Spike. "He tried to make me rejoin them, he said since they were down to just 5 shadow Riders, they were hoping I join them again to strengthen them."

"There are only 5 of them left!?" Said Gallus in shock.

"Enigma, the fool. He revealed their location and their weakness to you?" Asked Starswirl.

"Yes." Spike replied with a nod.

"Then... We have our opening. Tomorrow, we travel to the Hollow Shades and confront them and the Pony of Shadows. This will be our last stand." Said Starswirl. The others around look at each other, a little unsure of themselves. "The rest of you, pack up everything you would bring to a camping trip. The map shows the Hollow Shades being far away from here. After you have packed, get a good night's sleep. But do all this after you have located the fallen, and put them in the infirmary."

Everyone except for Twilight and Starswirl turns and leaves the hub. Twilight looks at Starswirl who still has a saddened face.

"Starswirl... I... You're smart. You must know Enigma isn't that stupid to reveal all that to Spike. It has to be a trap." Twilight warned.

"It IS a trap Twilight..." Starswirl replied, looking her in her face.

"Then why are we following through with it?" asked Twilight quizzically, causing Starswirl to sigh heavily.

"Twilight, you, and I are the last of our group of friends who are bearers. Because of this, we are cut off from the Elements of Harmony's full power. But the students, are still whole. This trip is not going to be without sacrifice. But if we can get those students to the Pony of Shadows, we have a shot at ending this." Said Starswirl. Twilight had a physical reaction to Starswirl's words.

"...Sacrifice?" Asked Twilight.

"Yes, I am asking you to potentially sacrifice yourself Twilight if need be. The students must not be harmed until we get to the Pony of Shadows." Starswirl tried to give her the most comforting look he could give. "Me and the rest of the pillars knew the importance of self-sacrifice to keep harmony. That's why we banished ourselves along with the Pony of Shadows 1000 years ago. We must do whatever we can." Twilight looks at Starswirl and then nods in agreement.

"Good, good. Thank you Twilight. Now go find your friends and get them to the infirmary. They need to be sustained while their souls are gone." Said Starswirl. Twilight nods as she wipes away a tear. She then leaves Starswirl alone, who turns back to the map.

"Oh Stygian... My old friend. Why must you cause so much pain?... so much agony?... Why must you treat us this way? We were friends once... but what you did... we had no choice but to send you away. But what you have done in return... is unforgivable..." Said Starswirl to himself as a single tear formed in his eyes.

End of Chapter 25

Chapter 26: Escorting the Elements

The group has everything packed, they stand outside as they wait for Twilight and Starswirl to lead the way. What's left of the group all look at each other: Discord, Spike, Gizmo, Neighsay, and the six students.

"It's hard to believe that it's just us left. Before the siege we were 20...now..." Ocellus started.

"...It's just 12." Yona finished.

"Hey, counting the Pony of Shadows himself, There are only 6 of them left. We outnumber them 2 to 1." Gizmo looks to his remaining friends.

"Gizmo is right. We can't focus on the then, we must focus on the now. We need to stay determined to beat this punk." Sandbar chirped.

"Only then may we get everyone's souls back." Gallus narrows his eyes.

"I played a part in starting this, I will see it through to help you guys end it." Said Spike.

"We will bring the Shadows to their knees," Neighsay said stoically.

"This is for the fallen." Said Silverstream.

"This is for Fluttershy." Said Discord.

"This is for Harmony!" Shouted Smolder.

As the others were hyping themselves up, Starswirl and Twilight soon exited the school together, looking at a map. They soon stand in front of the others to tell them their travel route.

"Listen up every creature. We are about to take the final journey to end the Shadow's clutches on the world. Obviously, the bearers cannot back out now, but for those of you who chose to stand for us, this is your last chance to back out." Starswirl spoke to the whole group.

"We are not forcing you to take this journey with us. If you feel things are too intense, or you fear for your soul, no judgment will befall you for backing out now." Said Twilight. Thankfully, no one backed out, which brought a smile to Twilight's face.

"Very well, then from now on there is no turning back. We are off to the Hollow Shades to confront the Pony of Shadows, and banishing him to the Shadow Realm forever. Now if we have everything for this journey, we must be off immediately." Said Starswirl. The 12 soon went on their travel to the Hollow Shades, where the Pony of Shadows had been in hiding. It had taken them 2 whole days, camping at night, to travel across Equestria on hoof to get to their destination. On the third day, they could see the Hollow Shades from a distance. Even while being a few hundred feet away, they could see the shadows covering the entirety of the shades. They stand on top of a hill surrounded by a forest and look at their destination.

"There, I can finally see the Hollow Shades!" Said Twilight happily.

"Finally! My claws are killing me!" complained Smolder.

"Look at it though... it's all, twisted and wrong." Said Gizmo.

"It is the Shadows young one, they corrupt all who come in contact with it," Neighsay spoke with sadness in his voice.

"The Shadows have their grasps on the shades firmly. Constricting it like a python to its prey." Said Starswirl. "We cannot stop now, if we Hurry we may be able to rid the world of this corruption, TODAY!" They quicken their pace to finally get to the shades, however, while still a good distance away, they are shocked to see a giant wall, made of Shadows that splits the forest in half.

"Whoa! Look at that thing!" Gallus said in awe.

"It's...it's made of Shadows." Yona tilts her head back to look at the whole thing.

"I can feel the dark aura... I don't like this." Ocellus shivers a bit as she speaks.

"PSHHHH! It's just a wall of Shadows. How hard can it be to get past it? Allow me!" Boasted Discord. Discord snaps his fingers so that he may use his magic to teleport around the wall. However, nothing happens. Discord looks puzzled as he gets closer to the wall and once again snaps his fingers. Once again, nothing happens. Frustrated, Discord then tries to experiment by using his magic. He points at a flower and zaps it. Instantly, the flower grows arms and pulls itself out of the ground to reveal its legs. It then sprints towards the wall, but as soon as the flower touches the wall, it instantly reverts back to a normal flower and falls lifelessly.

"Strange, it's resisting my Chaos Magic." Discord looked at his hand and frowned

"Then how in Equestria are we to get through?" Asked Neighsay, stroking his beard with his hoof. As they pondered together, They all heard a noise coming from the wall of shadows. They turn towards the wall and see some pony slowly step through. It was one of the Shadow Riders, End.

"I think I have a solution." End spoke in a chilling voice.

"You! I know you! You were the one who stole Rockhoof's soul!" Smolder pointed her claw at the rider, snarling at him in anger.

"Heheh, Good to see you too dragon." Said End.

"What are you doing Shadow!? Why so far from the Shades?" Starswirl stood in front of everyone as he confronted End.

"Chill out beardy, I'll tell ya." Said End. Starswirl grunts and shows his teeth still hating that nickname. "This is a wall of pure shadows, only other shadows can pass. So you are stuck, unless..." said End.

"Unless what?" Twilight narrows her eyes with suspicion.

"You give the Shadows what they want most, a soul." Chuckled End.

"WHAT!?" Shouted Twilight and Starswirl at the same time.

"You can either sacrifice one of your friends to get past, or duel me, and there is a chance you can use my soul to get past." Said End.

"Why take that risk shadow?" Questioned Starswirl.

"Either way the Master gets another soul. Whether it is yours or mine it doesn't matter. I myself wish to help the master in any way I can. If my soul is to be forfeit then so be it!" Said End. The group all look at each other, it seems there is no other way but through. They certainly weren't about to sacrifice each other so they discussed among themselves who would go through.

"Allow me, I can deal with him." Gizmo pleaded.

"This dude is no laughing stock Giz, he'll chew you up!" Smolder warned while placing her claw on his shoulder.

"It's not that we don't think you're strong Gizmo, its just this guy beat a Pillar, he is clearly an experienced duelist." Said Sandbar.

"heh, not just one." Mocked End.

"Quiet you!" Shouted Starswirl, scowling at the shadow rider.

"I will duel." Spike.

"NO! Of course not!" Twilight stepped in, giving the dragon a narrowed-eyed stare.

"Why not?" complained Spike.

"I lost you once Spike, I will not lose you again...besides...You're all I have left." Twilight said in a motherly tone.

"Twilight...I know you care about me... But you can't hold me back. I knew what I was doing when I said I would help. Besides, I need to redeem myself." Said Spike stepping towards the shadow wall.

"You don't need to redeem yourself, Spike, I already forgave you!" Said Twilight beginning to tear up. Spike stops in his tracks and responds without turning around.

"I'm not redeeming myself for you... I need to redeem myself for me..." Said Spike as he then continued until he was directly across from End. Some of the Shadows from the wall disburse outwards and then surround both Spike and End in a circle. End only chuckles as he is faced with his opponent.

"So, you have come back Tiamat. It is good to see you again Shadow brother." End smiles a devilish smirk.

"I am no Shadow Brother of yours! I will not let you, or your 'master' mess with my head again!" Retorted Spike raising his fist.

"Quit lying to yourself Tiamat. Your scales are still stained black, and your heart is still heavy with Shadows." End let out a low chuckle.

"I am no Shadow, so stop calling me by that name! I will not allow them to corrupt me again!" Spike Yelled.

"We shall see. The Shadows in your heart will be your undoing." Said End as his duel disk formed on his wrist. Spike holds up his and then activates his as well.

"DUEL"

[Spike Vs. End]

"I will go first! I draw!" Said Spike. "First I summon Divine Dragon Apocralyph!{1000atk. 1500def. Lv4} Then I will set a card. That's my turn."

"Draw." Said End. "I summon Cyber Valley! {0atk. 0def. Lv1}. Now I activate the spell Cyber Revsystem! This allows me to special summon a Cyber Dragon from my hoof, and he is unaffected by card effects! {2100atk. 1600def. Lv5}. Now my Cyber Dragon will lay waste to your pathetic fleshy dragon!" Cyber Dragon fires an electric beam at Divine Dragon and destroys it. Spike shields his face with his arm as his dragon explodes.

"Thank you, that card was a distraction, now I can activate my face down, the quick-play spell Armed Dragon Flash!" Said Spike. "Now I can Special summon my Armed Dragon LV3 from my deck in a defensive position! {1200atk. 900def. Lv3}"

"Armed Dragon is a powerful deck, you should have been one of the remaining Shadow Riders Tiamat." said End.

"I'm not, and I will never hurt my friends again." Spike said firmly, looking behind him for only a moment.

"We shall see. I end my turn." Said End.

[Spike 4 cards/ End 3 cards]

[Spike 2900/End 4000]

"My move, I draw!" Said Spike. "Now that it is my standby phase, I can tribute my Armed Dragon Lv3 for the Armed Dragon LV5 from my deck! {2400atk. 1700def. Lv5} Your Cyber Valley has no attack points, so it will be my target for an attack! Armed Dragon LV5, Destroy his Cyber Valley!"

"I activate Cyber Valley's effect! When it is targeted for an attack, I can banish him and then draw a card! Now the battle phase immediately ends!" Said End.

"Very well, then I enter Main phase 2 and set two cards then end." Said Spike.

"My turn, I draw!" Said End. "Now Watch closely as I mop the floor with you, I activate the spell Polymerization! I fuse the Cyber Dragon on my field with one in my hoof to fusion summon Cyber Twin Dragon! {2800atk. 2100def. Lv8 Fusion}. Now, during my Standby phase, I can attack twice per turn! Cyber Twin Dragon, Attack his Armed Dragon!"

"I activate one of my face downs, Dragon's Rebirth! I banish the Armed Dragon LV5 on my field to resummon Armed Dragon LV3 in defensive position!" Spike countered. The Dragon switches out in time for LV3 to protect Spike from the first blast.

"Fool, You banished your stronger monster, and now you are wide open for a direct attack! Cyber Dragon, your second attack! Attack him directly!" Shouted End.

"You never learn, I activate my second trap, Storm Dragon's Return! Now I resummon to the Field my Banished Armed Dragon LV5 to the field in defense! Your second attack is blocked!" Said Spike as his LV5 returned this time and blocked the blast. End was legit impressed by Spike's defensive play.

"Fantastic move Tiamat. You have learned quite a bit from being around the elements." End Noted.

"They are my friends, I will do anything for them." Said Spike.

"Even if it means you take a backseat to all their glory?" End began to smirk again.

"What? What do you mean by that?" Spike growled, showing his teeth.

"Don't play dumb Tiamat. You know exactly what I'm talking about. It's what made you vulnerable to the shadows in the first place." End chuckled.

[Spike 3 cards/ End 5 cards]

Spike grits his teeth and clenches his claws into fists. Despite how much he tried to resist End's words, they were still getting to him and making him angry.

"Stop it End! You don't know anything about me!" Spike points a claw at End.

"Oh, but I do. How does it feel when Twilight and her friends continuously save the world? You make contributions, don't you? Or you try, but who does everyone thank? Them! And who is left out? YOU!" Said End pointing his hoof at Spike. Spike grits his teeth harder, and his eyes begin to glow red.

"Oh no! End is getting to him! He's trying to bring out the Shadows inside of Spike!" Said Ocellus.

"If he relapses and re-joins the Shadow Riders, then we must cut him off and sacrifice him." Starswirl said sternly.

"NO! We can't!" Said Twilight.

"Why not? Look at him!" Said Starswirl pointing at Spike. He places his claws on his head and closes his eyes tight. On his back, streaks of shadows began to manifest and swish around angrily. "He needs to be stopped."

"When Spike was corrupted he was alone, He isn't alone now! He has us, he has me!" Said Twilight as she darted towards Spike.

"Twilight! No!" Starswirl yells for her, but she doesn't listen. The Shadows that have Encircled the two players prevent Twilight from passing through, but she can see Spike just fine. He is now on one knee and he begins to groan as if he is in pain. "SPIKE! Listen to me! Your contributions don't go unnoticed! You are just as important to us, as anyone else! You are Spike, The Brave and Glorious! You can beat the Shadows!" Spike slowly opens his eyes, tears running down his cheeks as he painfully held off the Shadows still in his heart. The Shadows still had ahold of his heart in a death grip, but he wasn't about to let himself be corrupted again. He slowly forces himself to stand back up and glare at End.

"I...Will... Not... BREAK!" Yelled Spike standing up straight in defiance. The other began to cheer for Spike as Twilight smiled and tears ran down her cheeks as well. End, however, looks on unamused by Spike.

"You are as stubborn as they come aren't you Tiamat? Fine, let's see how you can come back with nothing on your field. I end." Said End.

"M-My move, I draw." Said Spike, His eyes widened upon seeing the card he drew. End Smirks as by Spike's facial expression, he knew exactly what card he drew.

"Heheheh. Look at what you have done Tiamat. Your favorite card, twisted and corrupted like you. You must play it in order to defeat me, you know you have to." Said End.

"He had to of drawn the Dark Armed Dragon, he must not play it." Said Starswirl.

"But he must, it has a devastating effect that can beat even the Cyber End Dragon. Spike will stand no chance if a beast like that is summoned." Neighsay spoke up.

"You forget, it was corrupted by Shadows. It could potentially push Spike over the edge. He must not play it!" Starswirl reiterated with much more emphasis. Spike takes a deep breath and adds the card to his claw. He glares down End and prepares for his move.

"First I set a monster, now I activate the spell Foolish Burial, to send one card from my deck to the grave. I send Infernal Dragon to the grave." Said Spike

"He is! He is setting up his grave so that he may Special summon the Dark Armed Dragon! Twilight! You must tell him not to play that card!" Yelled Starswirl. Twilight looks at him and then back to Spike. As she did, Spike looked back at her.

"...Spike..." Twilight calls out with worry.

"Don't worry about me...I know what I am doing." Said Spike. Twilight looks back at Starswirl and then back to Spike. She then nods her head.

"Now I end my turn, go ahead and attack me End!" Spike taunted.

"With pleasure." Said End.

[Spike 2 cards]

"I draw." Said End. "Twin Cyber Dragon, Attack his face down!" The first head sends out a massive electrical blast that destroys the card, it is revealed to be pitch black dragon before being destroyed. "Now the second attack will be direct!" The second head opens his mouth and fires a powerful blast that strikes Spike. He screams and is flown backward with immense force. He lies on the ground as his life points drop to just 100.

"SPIKE!" Twilight yells. Spike lies down on the ground for a second before opening his eyes. He groans as he tries to stand up, but falls back down. The others were in suspense, Smolder had her claws covering her mouth, Silverstream and Ocellus were hugging each other, fearful of the outcome of the duel. Yona watched on in horror, and Sandbar and Gallus had upset expressions on their faces. Twilight still wasn't giving up on Spike. "Spike you have to get up, please! You must!"

"Down for the count? If you do not get up in 10 seconds, you forfeit this match." Said End Sternly.

"Spike please get up! You have to finish this. please don't make me say goodbye again." Said Twilight. Once again Spike attempts to stand up. He gets to one knee, and with one powerful motion, he finally gets to his feet. This was met with cheers by the students.

"Do you ever know when to quit? Look at the life point difference, look at our fields! You are outmatched Tiamat! Stop wasting my time and stay down!" End demanded with a snarl.

"...No... I won't quit!" Said Spike.

[Spike 100/End 4000]

[Spike 2 cards/ End 6 cards

"Now, it is my turn! Draw!" Said Spike. "Now, that I have 3 Dark monsters in my graveyard, I can Special Summon my Dark Armed Dragon Directly from my claw!"

"No! He can't! Somepony stop him!" Shouts Starswirl.

"We can't, he is in a Shadow Game. Not even my magic can break through." Said Discord. Spike slams his card down onto his duel disk, and immediately a large outburst of Shadows spews from his duel disk. The Dark Armed Dragon appears on the field and unleashes a mighty roar. Instead of facing down End, he turn to face Spike. His massive Red Eyes shoot daggers at Spike. Spike takes a few steps back before Dark Armed Dragon Roars again. Massive tendrils of Shadows spew out of Armed Dragon's body and ensnare Spike.

"GAH! L-LET...GO!" Yells Spike.

"SPIKE!!!" Yells Twilight. The Shadows flood into Spike's body and circle around him. End Watches with a pleased smile on his face as the Shadows cloud his mind.

"I...I can't fight it! It's too...Strong!" Said Spike as His eyes started to glow red again. He could feel the very emotions coming from his own monster. Anger, sadness...and betrayal.

"NO! NO SPIKE NO! You need to keep fighting Spike!" More tears flood down Twilight's cheeks.

"I...I can't!" Said Spike wincing in pain as the shadows fill him.

"Yes, you can Spike! You can fight back! Do it for yourself, do it for Me, for Rarity...For all your friends Spike! We love you!" Said Twilight. The words echo in Spike's head. 'We Love You' Slowly one by one, all of Spike's friends appear in his mind. Fluttershy, Pinkie Pie, Applejack, Rainbow Dash, Rarity, and Twilight. Their faces were so clear it was as if they were really there. He can see them getting closer and hugging him tightly. 'We Love You.' Spike by now has tears streaming down his face. Slowly he looks up at his Armed Dragon. it stares back at him with rage and darkness.

"...I'm sorry... I'm so sorry for what I did to you buddy. I can fix this. I. Will. Fix. THIS!" Spike Yells. Out of nowhere, a large glow, emitting from Spike's chest begins to grow brighter, and brighter.

"What is this?" Asked End as he watches on. The glow gets brighter the more Spike can see his friends holding him. The brightness was so strong it began to push away the Shadows coming from Armed Dragon. Eventually, the Light soon reaches out and also begins to wrap around Armed Dragon, who slowly becomes more relaxed.

"What...What is happening?" Asked Nieghsay.

"I don't believe it... It's pure... Harmony." Said an awe-struck Starswirl. The light soon grows so large that both Spike and Armed Dragon are completely enveloped in it. Soon a massive burst is expelled from the orb of light, shooting rainbows in all directions. Everyone, including End, had to shield their eyes from the brightness. However, it all begins to dim down enough for everyone to un-shield their eyes. As the orb shrunk, everyone was shocked that Dark Armed Dragon was no more, and in his place, was the Armed Dragon Lv7, back to his original form. He roars triumphantly and stares down the Twin-Cyber Dragon.

"WHAT!?!?!?!?" Shouts the group in unison, except for End.

".....Impossible." Said End in shock. The Orb sinks more till finally Spike is revealed, but now, his black scales have vanished, and his purple ones are back. He opens his eyes to reveal his natural green eyes have also returned. The light orb soon goes back into his chest, where his heart is.

"You...How? How can this be!?" Yelled End in confusion and awe.

"The Shadows can not exist in the light. As long as I have my friends, The light lives in me!" Yelled Spike. Spike could hear an Uproar of Cheers behind him coming from his friends behind him. He turns to face them, but first catches Twilight. She was looking on at him, smiling at him while crying. He smiles back before facing End again where the Shadows Behind him have become increasingly agitated. End Grits his teeth in anger while staring at Spike.

"Now, I believe it is still my turn. I now activate the spell, Level Up! Now That my Armed Dragon is Back to normal, I can now make him stronger than ever before! Upgrading him from Lv7, to the Armed Dragon LV10! {3000atk. 2000def. Lv10}" Armed Dragon grew larger with more barbs on him, to signify that he is now LV10. He once again roars loudly. "Armed Dragon, Attack his Twin Dragon!" Said Spike.

"No! I activate the quick-play spell De-fusion to separate my Twin Dragon back into the original two Cyber Dragons!" Shouted End.

"Fine then, Armed Dragon, destroy the Cyber Dragon on the Left!" Said Spike. Armed Dragon grabs the Cyber Dragon with his massive claw. Cyber Dragon struggles as it tries to get away, but can't. Armed Dragon then crushes Cyber Dragon with ease. End Growls at spike as he loses Life points. "Now I end, give me your best shot End!" Said Spike.

[Spike 100/ End 3100]

[Spike 1 cards]

"GRRRRAHHHHH!!! I draw!" Yelled End. "I activate Cyber Repair Plant! I use one of its effects to bring back the destroyed Cyber Dragon into my hoof. Now I activate Power Bond!"

"NO!" Yelled Twilight.

"With the Cyber Dragon on my field and the two in my hoof, I Fusion Summon Cyber End Dragon! {4000atk. 2800def. Lv10 Fusion}" Cyber End Dragon is summoned and faces off against Armed Dragon Lv10. "HAHAHAHA! With the power of Powerbond My Cyber End Dragon's attack is doubled, making him 8000!" Said End.

"It's over. No one has beaten that card." Said Discord.

"I'm not so sure it's over just yet, Spike hasn't backed down. look at him." Said Neighsay. Spike was still smiling, in fact, he was waiting for this exact moment.

"You think you have won End? Do you know Powerbond has a devastating downside?" Asked Spike.

"Of course I do. That's why I only play it when I'm about to deal the final blow." Said End.

"Then you have seriously miscalculated. Because now I will activate my Armed Dragon's effect." Said Spike.

"Which is?" Asked End.

"By discarding one card, the last card in my claw, Then all Face-up monsters on your side of the field are destroyed!" Said Spike. End's eyes widen, and his body grows cold. Armed Dragon lifts his claw and then shoves it directly into Cyber End Dragon's chest. Cyber End Dragon lets out a pained roar before finally being destroyed. End looks on and doesn't react to his dragon's destruction. "Now End, you have a choice. End your turn, and allow the downside of Power Bond to take away 4000 life points and lose, or Surrender." Said Spike Triumphantly. Once again there was more cheering coming from behind Spike. End Lowers his head as if to admit defeat.

"Master... I have failed you. You shall have my soul in return." Said End. He Lifts his head and glares at Spike. "I! END! MY! TURN!" Just then, a huge bolt of lighting comes from the sky and strikes End, and zaps away all his life points.

[Spike vs. End: Winner Spike]

The Wall of Shadows soon grows long black tentacles. They quickly wrap around End's legs and even his neck and begin to pull him closer to the wall. End doesn't struggle and he doesn't fight back as he pulls backwards. He begins to be absorbed into the wall of Shadows, his body disappearing into the black abyss. His eyes were deadlocked onto Spike, and he never broke eye contact till he was fully absorbed by the wall. Then, before their eyes, the wall begins to evaporate, till there was nothing left. Finally Twilight can get to Spike. He turns around and he and Twilight hug each other tight. they both begin to cry into each other's shoulders, as Spike was finally back to normal.

"If I had not seen it for myself, I would have never believed this." Said Starswirl in a soft tone.

"What do you mean?" Asked Neighsay, looking at Starswirl.

"He was able to use harmony within himself to expel the Shadows. Never have I seen that before." Said Starswirl. The students soon approach Spike as well to talk to him.

"Hey Spike, welcome back pal." Said Sandbar. Spike pulls away from Twilight to look at the students.

"Thanks Sandbar...I'm so sorry for what I did. I'm sorry for our duel a while back when I..." Said Spike

"Dude, don't worry about it." Said Sandbar with a smile.

"It's good to have you back to your normal self Spike." Gallus pats Spike on his back.

Everyone was so happy for Spike and congratulated him profusely. That was until Starswirl approached him. Spike turns towards Starswirl, unsure of what he is about to say to him.

"Young dragon, you have my deepest apologies." Starswirl bows his head.

"For what you said? It-it's alright." Said Spike with a smile.

"No, you misunderstand. Back in my time, when The Pony of Shadows was a threat in the past. We studied individuals who were corrupted by the Shadows. My research led me to the conclusion that once the Shadows latched onto your heart, there is no way to get them out. Evil would live in your heart, forever." Said Starswirl. Everyone listens closely. "This conclusion was accepted by almost everyone around me, except for one individual who had a completely opposite hypothesis."

"Who were they?" Asked Twilight.

"It was Clover the Clever. She believed that everyone housed both Harmony and Shadows in themselves from the start, and could expel, or accept both kinds of magic." Said Starswirl.

"Clover the Clever truly thought we all have Harmony and Shadows in our hearts?" Asked Twilight.

"That is what she thought yes. I thought it preposterous, how can one be born with both? How can Harmony exist alongside the Shadows? To me it was Nonsense. She never got to prove it, Clover was very old, and she passed before she could prove herself. But from what she found, only can this possibly happen, when you are at war with yourself. In other words, When you are extremely emotional. If you draw too much into your anger and rage, you will allow the Shadows to take over. If you go towards forgiveness and love, then you are filled with Harmony. Never did I ever believe that it would be true." Said Starswirl.

"That...Is amazing." Said Twilight.

"Indeed, it is." Said Starswirl. "I must look into this. Of course, after we defeat the Pony of Shadows. Come on Everyone."

End of Chapter 25

Chapter 27: Into the Shades

The group is nearing the Hollow Shades, they exit the trees of the forest and begin to trot onto the rough and rocky terrain leading to the village. From where they were, they could see another wall of Shadows blocking the front entrance of the village. A Shadow Rider seems to be standing guard in front of it as well.

"Hold up everyone, we are encountering another wall of shadows." Starswirl turned his head to warn the group.

"Another one?" Gizmo whined.

"Yes, and there is a lone Shadow Rider standing watch." Said Starswirl. They slow their pace as they approach the wall. they get closer and closer til they are about 20 feet away from the wall. The Shadow Rider remains silent, not even acknowledging that the group is even there.

"Shadow, we are here to end your games once and for all. Let us through so that we may take on your master." Starswirl called out to the shadow.

"...Heh, you'll have to go through me first." Said the Rider in a female voice.

"I recognize that voice. It's Karma." Said Spike. Karma lifts her head and stares down the group.

"You know the rule Elements. To pass through, you need to give it a soul." Said Karma.

"Then one of us will duel you, it will have your soul." Said Neighsay. Karma chuckles softly to herself.

"That is if you beat me." Said Karma. The group talks amongst themselves about who should duel.

"I got this this time." Gizmo.

"I don't know young one, she has beaten more of us than any other Shadow Rider. She is very dangerous." Said Starswirl protectively.

"I gotta help eventually." Gizmo grew a serious expression on his face.

"I say let him. If he wants to duel so bad," said Discord smugly.

"Yes, let him duel, it's not the first pony with Yellow fur that I have beaten." Teased Karma. The hair on Discord's fur stands on end and he slowly turns to face her. He stared at Karma as if he was staring through her.

"Repeat that again..." Said Discord in a deep voice.

"You don't know? I was the one who sent that pathetic element of kindness to the Shadow Realm. Fluttershy isn't it? You should have been there. You should have seen the look on her face as I defeated her. The fear she expressed as the Shadows pounced on her and took her soul." Said Karma. Discord clenches his fist and his eyes flash red as Karma continues to tease him.

"Forget having the kid duel her, she is mine." Said Discord in a sinister voice.

"Discord, don't let her get into your head. She wants you to get angry so you make sloppy mistakes." Warned Twilight.

"She has made this personal Twilight, I will see to it that she pays for what she has done." Said Discord. He approaches her and holds up his arm. With his Chaos Magic, his arm turns into his duel disk. Karma smirks as the shadows form her's.

"DUEL!"

[Discord vs. Karma]

"I will go first, I draw." Said Karma. "I summon Cyber Esper! {1200atk 1800def. Lv4} Every time you draw a card, I get to take a look to see what it is. Now I set one card and end." Discord draws without saying a word. "Show me the card Discord."

"It's the trap, Chaos Burst." Said Discord Showing her the card. "I now activate the spell Toon World. I must pay 1000 life points for this card's activation." Discord is zapped for his life points, but he doesn't even react to it. "Now I summon Toon Masked Sorcerer. {900atk. 1400def. Lv4} I Place down two cards and end."

"My turn, I draw!" Said Karma. "Now I summon Jinzo #7! {500atk. 400def. lv2} I now Enter my battle phase, My Jinzo #7 can attack you directly, Go Jinzo!" Jinzo sends a psychic shockwave towards Discord. He squeezes his eyes shut as he loses life points, but again barely reacts. "Now my Esper will destroy your toon!"

"I activate my face down, Toon Defense. Your attack is turned into a direct attack!" Said Discord as Cyber Esper dashes past his monster and attacks him instead.

"That was pointless, your life points are extremely low now. Are you trying to lose?" Mocked Karma.

"You'd wish that once I am through with you." Said Discord as he narrowed his eyes.

[Discord 1300/ Karma 4000]

[Discord 2 cards/ Karma 3 cards]

"I draw." Said Discord. "Your Esper is still on the field, so I reveal it, it is Toon Cannon Soldier. I now activate my second face down, Numerous Healer. This heals me for 1000 life points. Now I summon Toon Cannon Soldier {1400atk. 1300def. Lv4}. Now It's time for my own direct attack. Since you control no toon monsters, my Toon Masked Sorcerer can attack you directly!" Toon Masked Sorcerer giggles and then sends a bolt of lightning from his fingertips and strikes Karma who grunts from the damage. "Since Toon Masked Sorcerer dealt damage to you, I draw a card, it is the spell Shadow Toon. Now because I summoned Toon Cannon Soldier this turn, He cannot attack. But I will enter main phase 2 to activate his effect. I tribute my Masked Sorcerer to deal 500 extra points of damage to you!" Cannon Soldier grabs Masked Soldier and smirks evilly. Toon Masked Sorcerer gulps and has a worried expression. Cannon Soldier crams the sorcerer into his gun and then aims it at Karma. He then fires the sorcerer at her and the sorcerer, who screams while flying through the air, explodes on impact. Karma stumbles back from the explosion. "With that, I will now end."

"Now you're going to get it Discord! I draw!" Said Karma. "I tribute my Cyber Esper to summon the real Jinzo! {2400atk. 1500def. Lv6}" Jinzo is summoned to the field and crosses his arms. "Now Trap cards cannot be activated, or, at least only yours! I activate the equip Spell Amplifier!" A Metal device attaches itself to Jinzo's head and his eyes glow red. "Now only you are locked out of your trap cards, but I am not. I now activate my face down, the Continuous Trap Robbin Goblin! Every time I inflict battle damage on you, you must discard one random card!" Discord grits his teeth hearing that effect. "Now Jinzo #7 attack discord Directly!" Once again, Jinzo #7 sends out a psychic Shockwave that goes past Discord's monster and strikes Discord. "Now Jinzo, Get rid of that disgrace of a monster!" Jinzo holds up his hands powers up a huge shockwave and fires it. Toon Cannon Soldier gulps hard and tries to shield itself, but is ultimately destroyed. "That's two cards you must send to grave Discord, Thanks to Robbin Goblin!"

[Discord 800/ Karma 2700]

[Discord 0 cards/ Karma 2 cards]

Discord still looked unphased, even by how the duel had been going. He has less than 1000 life points and no cards in his hand, yet, he looks bored.

"Jeez, you're no fun. I thought dueling against the mischievous Lord of Chaos would have been a lot more fun." Karma deadpanned.

"Because I'm not playing for fun, I'm playing to destroy you." Said Discord.

"That doesn't sound like Harmony to me Discord." Karma raised an eyebrow.

"I'm not here for Harmony, I'm not here for the Shadows. I am Chaos, a combination of the two, and I am influenced by neither. So I'm going to give you, the everlasting punishment you deserve for hurting Fluttershy!" Said Discord Gritting his teeth again. Karma only chuckles.

"If you were here to punish me, then you would be doing a better job at it. Look at you, you're losing! Pretty badly too. Are you sure you are just trying to lose so that you can join her in the Shadow Realm?" Taunted Karma. Discord remained quiet, no longer giving her the pleasure of gloating. Karma then frowns and scoffs at him. "Fine, then. Just take your turn Discord, we don't need to be here all day."

"I draw" Said Discord. He smirks a little seeing the card he drew. "I activate the Equip Spell Comic Hand!" A large Jack-In-The-Box appears on the field but with a giant hand instead of a doll.

"An Equip card? You have no monsters to equip that to Discord." Karma looks skeptically at the card.

"That's because it's not meant to equip to any of my monsters, it's equipped to one of yours!" Discord smirks and his eyes flash red for a second.

"What?" Questioned Karma.

"I equip my Comic Hand to your Jinzo!" Said Discord. The large hand reaches out and grabs Jinzo who begins to struggle. The hand then pulls back, bringing Jinzo with it, and pulls it inside of the box. After a bit of thrashing around, the box begins to play its little tune. Discord even taps his foot and sings along with it. "All around the mulberry bush, the monkey chased the weasel! The monkey stopped to pull up his sock...POP goes the weasel!" As soon as Discord said 'Pop' the box quickly opened and Jinzo popped out, but he was very very different. He looked like a toon! Jinzo looks at Karma and teases her by going Nya Nya Nya-Nya NYAAAAA! It sticks out its tongue and blows raspberries at her

"WHAT!?!?!?!? DISCORD!!!! What did you do to my Jinzo!!!" Karma Yelled in horror.

"Oh, Don't you think he is more cute like this?" Chuckled Discord now starting to enjoy himself.

"NO! Of course not! What did your card do!?" Karma demanded, still looking at her Jinzo in shock.

"If you must know, Comic Hand allows me to equip it onto one of your cards, when that happens, I take control of it, and it is turned into a toon monster!" Discord said with a sinister smirk.

"No...No way!" Said Karma.

"Yes way, and now since Jinzo Is on my field with his Amplifier, your Robbin Goblin trap card is destroyed!" The Trap shatters like glass and falls apart. "Now, Jinzo is a toon, you must know he now does what toons do best, if you have no toons yourself, He attacks directly!" Said Discord. Toon Jinzo powers up his shockwave, but instead of sending it out normally, he pretends to blow a kiss and sends it directly at Karma. The attack was so strong it knocked Karma to the ground.

[Discord 800/ Karma 300]

[Discord 0 cards]

Karma slowly lifted her head, she was panting heavily as the blast knocked the wind out of her. She then notices the blast was so strong, it knocked her close to the wall of Shadows. Slowly, shadow tendrils reach out for her but she quickly scoots away. Slowly and painfully she stands up and turns back towards Discord who is laughing at her.

"You should have seen the look on your face! 'Oh No! My poor Jinzo!' HAHAHAHA!" Discord Mocked. "Why don't you use your Shadow Magic to corrupt him like so many of your other Shadow Riders have done? HAHAHA! Are you having fun now!? Is this the kind of duel you wanted from me!?" Discord Taunted. Fully expecting Karma to retort back with a nasty comment, but to his and everyone else's surprise, it appears she begins to panic.

"No...No no no! I...I can't lose! I... I don't want to lose!" Yelled Karma. Everyone, including Discord, looked at her confused. "I don't want to be sent to the Shadow Realm! I...I don't want to lose my soul!"

"What the...?" Discord Questions.

"...H-headmare Twilight! Help me!" Cried Karma as she lifted her head, her hood fell off, revealing a long dark green mane. Twilight's eyes widen, realizing who Karma really is.

"Destiny? Is that you?" Asked Twilight. Karma slowly reaches up and removes her mask to reveal her face. Gallus's eyes widen, now recognizing her.

"DUDE! It's her! Remember Sandbar!?" Asked Gallus as he shook Sandbar.

"Huh? No, I don't....Kind of." Said Sandbar.

"The day I dueled Brisk, the duel before that, the one we placed bets on, It's her! She's the Obelisk with the Jinzo deck who lost to the Ra with the Ojama Deck!" Said Gallus. Soon, all the Students then Recognized her.

"Dude! It really is her!" Sandbar went slackjawed.

"One of our own students became a Shadow Rider? How can that be!?" Asked Ocellus.

"I think I know." Said Twilight. The Students look at Twilight who is still looking at Destiny. Destiny had tears flowing down her cheeks as she looked on at Twilight, who gave her a remorseful expression. "She hasn't been doing well in School after that defeat, so I had no choice but to de-rank her down to Ra. When that happened, all of her Obelisk friends abandoned her. That caused her to perform even worse and she was de-ranked again, this time into Slifer. She must have been in a dark state of mind to allow the Shadows into her heart."

"...Please Headmare. I...I don't want to be a Shadow Rider anymore!" Begged Destiny. Twilight looks at her and then Discord, he apparently wasn't buying it.

"Discord," Twilight took a step forward. "have some mercy."

"Mercy? Should I really show this shadow mercy after what she did your friends, to MY Fluttershy!? We all make choices, and she chose to hurt Fluttershy!" Discord Snapped.

"Discord! You know that-" Said Twilight before she was cut off by Discord.

"Even if I did feel merciful Twilight, We need to get past to get to the Pony of Shadows. It's her soul or mine, And I am not sacrificing myself!" Said Discord sternly. Twilight was about to respond, but she backed down. Discord was right, it has to be one of them. "Now take your turn Shadow, or you will forfeit this match." Said Discord as he crossed his arms. Destiny looks up at him, fearing him greatly. She slowly stands up and draws her card.

"I...I-I...I have nothing...I needed Jinzo on my field..." Whimpered Destiny.

"Then this match is over, prepare yourself to be taken by the Shadows." Said Discord. Destiny looks up at him and then hangs her head. She lays down before Discord and prepares for the final blow. "Prepare yourself Toon Jinzo. This is gonna be the last turn of the game." Discord Taunted. Toon Jinzo chuckles and already begins powering up his attack.

".....I'm sorry." Said Destiny quietly.

"What was that?" Asked Discord.

"...I said I'm sorry... I'm sorry for what I did. Professor Fluttershy should be here. She was about to win... But she spared me. I stabbed her in the back and I deserve everything I get... I'm sorry." Destiny then covers her eyes with her hooves. Discord glared at her for a moment before speaking up again.

"...Jinzo, Halt for a second." Said Discord. "How exactly did she spare you?

"I...I only had 300 life points left after her battle phase. But she had the spell Hinotama. It would have been the end of me... But she never played it. She was offering me a chance of redemption. Ever since she did that I wanted to, but I didn't, and I regret it. Even after I took advantage of her kindness... the last words she said to me was that she still believed in me... to do the right thing." Said Destiny. Discord continues to stare down at her, his expression goes from cold and angry, to depressed. He lets out a long sigh and droops his shoulder.

"It sounds like, after everything you did, she forgave you... As in her nature being the element of Kindness..." Discord looks down at his own duel disk. Recounting the duels between himself and Fluttershy. All the lessons of Friendship, and kindness she would teach him when no pony else would give him the time. He closes his eyes and releases a long breath. "I forgive you too." Destiny slowly looks up at him.

"You...You do?" Destiny slowly looks up at Discord.

"It's what Fluttershy would have wanted me to do. She would be upset if I just destroyed you. For your sake, and hers... I forgive you." Discord looks her in the eyes. His previous anger subsided into a dull pain in his chest. Destiny could feel almost all the shadows drain from her, even at her lowest point, she was still shown kindness. Twilight was touched by the display in front of her, moving her to tears. "Now we need to find a way to get through the shadows without a sacrifice. My Chaos magic is near futile against the sha-" Discord was cut off.

"Thank you Discord, but... I wasn't lying before." Said Destiny now standing up. Her fur and mane were Turned into a lighter color. "There is no way through this wall unless they get a soul. I now know what Fluttershy meant when she said I would eventually do the right thing. I need to be the sacrifice."

"Destiny no!" Twilight took another step forward.

"It's the only way. Thank you Discord, I promise to repay you somehow." Destiny promised.

"You already have." Said Discord. He watches Destiny place her hoof on top of her deck and surrender the duel.

[Discord vs Karma: Winner Discord]

The group could only watch as the wall of Shadows reached out with pitch-black appendages and wrapped around Destiny. She didn't fight back, nor did she struggle. She allows herself to be pulled back into the Shadows. She looks up at Discord and smiles at him, before being completely absorbed by the wall of Shadows. Soon all the shadows then dissipate. and the group approaches Discord.

"You did the right thing Discord. I am proud of you." Said Twilight, now standing next to Discord.

"It wasn't easy, part of me didn't want to do it at all." Said Discord. "But... I know it would have made Fluttershy happy." Twilight Smiles at him.

"Alright, everyone! This is it! The Hollow Shades are open. Let's finish this once and for all!" Said Starswirl. He and the rest of the group trot inside.

End of Chapter 26

Chapter 28: Into the Void

The group slowly enters the Hollow Shades. It looked like the place had been abandoned since Starsiwirl's time. The place was run down and empty, but the feeling of dread and darkness hung over the entire shades.

"This place is bigger and scarier than I thought it would be," Sandbar spoke as he felt a chill run up his spine.

"What if the Shadows get the jump on us?" Ocellus whined.

"They won't, we are ready for anything," Gallus reassured by placing his claw on Ocellus's withers.

"I don't even know if we really are ready. We've hardly ever gotten to fight the Shadows ourselves!" Said Silverstream.

"It's just like any other duel, just more painful and your soul is on the line." Said Smolder.

"Is friend Smolder supposed to be helping?" Asked Yona with an unamused look. Starswirl suddenly stops and the group stops with him.

"What's wrong Starswirl? Why are you stopping?" Neighsay raises an eyebrow.

"This place is full of Shadows, if we stay as a group, we are just going to be walking around in a circle. We must split up and look for the Pony of Shadows in groups." Said Starswirl.

"Is...isn't that dangerous?" Gizmo stuttered.

"Yes, it is young one. But do not fear, you go with the other students as one group. Discord, Neighsay, and Spike as another, then me and Twilight will be a third." Starswirl informed.

"Why three groups?" asked Spike.

"There should only be 3 Shadow Riders left. This way we have a good amount of ponies taking them on if we run into them." Said Starswirl. "Not to mention, there is still the Pony of Shadows himself, and he will be immensely powerful. Taking him on as a group is the smartest thing to do."

The group separates into their own separate groups and split up. Discord, Spike, and Neighsay are in what looks like what used to be a market district where the ponies who once lived here came to get and sell food. The huts look disheveled, and the shelves only hold dust where fruits and veggies once lay. Spike wipes his claw on one of the counters and his claw gets covered in a layer of dust.

"Gross... Why would the Pony of Shadows make this his home?" Asked Spike as he shook a bunch of dust from his claw.

"It's dark and secluded. Perfect for any shadow." Said Neighsay peeking into an abandoned hut.

"And it's quite cozy I must say." Said Discord who looked around smiling.

"If you think this is cozy, then remind me to tell Twilight to never make you an interior designer for the school." Said Spike sarcastically.

"Shhh! Quiet. I think I hear something..." Said Neighsay. They all freeze and stay quiet. Neighsay was staring at an old hut. He narrows his eyes and activates his duel disk. "You two stay here, I will check it out." Neighsay then slowly enters the hut quietly. After a bit without hearing much from inside, Neighsay's voice could be heard inside. "Spike, Your assistance is required."

"Huh? Me Chancellor? Ok, Be back Discord." Said Spike going inside the hut as well.

"You do that." Said Discord. Discord was left all alone, he stood there picking at his teeth and examining his claw nails. His eyes go wide when he suddenly hears the sound of some pony crying. He turns behind him to see another hut, but pitch black inside. It was strange, but the crying almost sounded like...

"Fluttershy?" Asked Discord slowly approaching the hut. The closer he got the louder it became. When he gets right up to the hut, it suddenly stops. Discord looks all around him. He sighs heavily before entering the hut. The students, however, went in an opposite direction, heading towards what looked like the town center. There were huts side by side forming a circle and in the center, was an old well.

"This place is creepy. How much longer till we find the Pony of Shadows?" Silverstream complained as she looked around.

"I don't know, how about you call for him." Said Smolder sarcastically.

"Hey, good idea!" Silverstream said enthusiastically.

"Wait Silver, I was joking-" Said Smolder before being cut off.

"PONY OF SHADOWS!!! WHERE ARE YOU!?!?!?" Yelled Silverstream as loud as she could.

"Silverstream! Stop! We don't want to draw too much attention! What if he and the other the rest of the Shadows Riders heard that as well!" Gallus quickly covers Silverstream's beak with his claw. Her voice is muffled, causing her to pull away from Gallus so she can speak.

"We would have to fight them eventually as well," Silverstream informed.

"But not all at once!" Said Yona.

"g-Guys, you hear that?" Asked Gizmo. They all turned their attention to the well that sounded like it was gurgling. They take a few steps back as a black sludge oozed from it and pooled up in front of the well. Slowly, a large mass began to rise from it, taking the shape of a pony. Soon, the black sludge fully morphs into the pony and he looks at the students. His robe was already fitted like a cape with a huge collar. He Chuckles at the 7 students as they look at him with horror.

"Wh-Who is that?" Asked Smolder while pointing a claw at the Shadow Rider.

"I've never seen him before," Gallus said as he shook.

"I am Macabre. I am the one who took down both the Element of Hope, and Generosity." Macabre chuckled darkly.

"You beat Professor Rarity and Somnambula?" Asked Ocellus, hiding behind Sandbar.

"Of course, I did, with my onslaught of Vampires." Chuckled Macabre, showing his fangs.

"V-Vampires!?" Yona cried out in shock.

"Cut the act emo! You're not a vampire yourself either!" Gallus challenged, puffing out his chest feathers.

"Then how about you duel me and find out? If you win, I'll show you where my master is hiding." challenged Macabre.

"Deal!" Said Gizmo stepping up.

"Giz, you sure you want to face him?" Asked Sandbar.

"Yeah, we need to find the Pony of Shadows. And since you guys need to be protected at all costs, I will duel this time." Said Gizmo. He then steps forward and activates his duel disk. Macabre chuckles again and the shadows form his duel disk.

"DUEL"

[Gizmo vs. Macabre]

"I will take the first turn. Draw." Said Macabre. He looks disappointed in his opening hoof. "I summon the Blue-Blooded Oni! {1000atk. 1700def. Lv4} A blue angry bat-like creature is summoned to the field. The purple mist then begins to form around the players. "When he is normal or special summoned, I can instantly switch him into the defense position. I place one card face down, and that is my turn."

"My move, I draw my card." Said Gizmo. "First, I summon Beta, The Magnet Warrior! {1700atk. 1600def. Lv4} Now I will equip him with Power Pickaxe! This gives him a 500 attack point boost, making him 2200! Not only that, once per turn, I can remove from play one monster from your grave that has a level equal to or less than my magnet warrior. Beta, attack his oni!" With Beta's new pickaxe, he swings it and destroys the oni. "Now I will enter my second main phase to banish your monster from the grave. After that, I end." Macabre makes a low hissing noise and banishes his monster.

[Gizmo 4 cards/ Macabre 4 cards]

"My move again, draw." Said Macabre. "Heh, I activate the continuous spell Vampire's Domain!" Directly above them. A Blood Moon rises over the playing field, shadowing the playing field. The crimson glow hovers over Macabre who then stretches out his bat-like wings. The revelation of this causes the students to audibly gasp. "Heheheh. See how I am no longer a joke to you? heheheh. Allow me to reveal to you the effect of my spell card. Each turn I can pay 500 life points, then I can perform a second summon alongside my normal summon, as long as I summon a vampire monster. Even if you destroy this card, if I pay my 500 life points I can still perform the second summon. Now watch as I give up my life points." A red aura surrounds Macabre that then is absorbed by the blood moon. "Gah... Now I summon the Red-Headed Oni! {1700atk. 1000def. Lv4}. But he isn't staying for long, as I use him as a tribute to summon the Vampire Lord! {2000atk. 1500def. Lv5}"

"You must have failed math. With the power pickaxe, my Beta is stronger than your vampire." Said Gizmo.

"I know that child. So to ensure you won't attack, I play the spell Nightmare's Steel Cage!" Said Macabre. A large cage manifests around Gizmo, trapping him and his monster. "This spell prevents all monsters from attacking for two of your turns. I now end.

[Gizmo 4000/ Macabre 3500]

[Gizmo 4 cards/ Macabre 1 card]

Gizmo looked all around him, he was completely enclosed by the steel cage.

"Gizmo! You ok buddy!" Yelled Sandbar.

"Y-Yeah! I'm fine!" He replied. He was shaking really badly as he looked back at Macabre. "I draw. Ha! Too bad for your Vampire. If I can't destroy him by battle, then I'll destroy him in another way. I activate the spell Raigeki! This destroys all monsters on your side of the field!" A large bolt of lightning comes down and destroys the Vampire Lord. The students behind Gizmo begin to cheer for him, Macabre however looks unphased. "Now I will set one card and summon the Green Gadget! {1400atk. 600def. Lv4} Whenever I summon Green Gadget I add Red Gadget to my hoof. Now I end!"

"Dude! Gizmo is playing like a real pro! How come he never dueled like that against you Sandbar?" Gallus nudges Sandbar in the side with his elbow.

"I don't know. Looking back, it appears he held back. But he isn't now." Sandbar scratches his chin with his hoof.

"My turn. I draw." Said Macabre. Suddenly a bunch of bats fly past the students and onto the playing field. This causes a lot of confusion as the bats all fly to one spot on the field and begin to take on a new shape. To their surprise, they turn into the Vampire Lord.

"WHAT!? But I destroyed him!" yelled Gizmo, eyes wide with shock.

"You fool! When Vampire Lord is destroyed by a card effect, he returns to my side of the field during my standby phase." Macabre. let out a deep chuckle

"Dude...that would have been useful to know." Gizmo gulps hard.

"Heheheh. Now watch closely. I summon the Vampire Familiar to my field. {500atk. 0def. Lv1} Now I offer my life points again!" The red aura surrounds him again before being absorbed by the blood moon. "ugh... Grah! Now I summon to the field, using my familiar as tribute, the Vampire Duke! {2000atk. 0def. Lv5}. Now I build the Overlay network to summon Xzy summon Crimson Knight Vampire Bram! {2500atk. 0def. Lv5 Xyz}. Bram is summoned to the field and stands before Gizmo, smirking evilly. Gizmo Gulps at the sight of the monster. "I now end my turn."

[Gizmo 3 cards/ Macabre 0 cards]

[Gizmo 4000/ Macabre 3000]

"M-My t-t-turn. draw." Said Gizmo. "I switch both Beta and my gadget into defense mode and I end."

"Dude, there he goes again. Now that Macabre out-trumped him, he lost all hype he built up for himself." Smolder pointed out.

"I think that's his problem. As soon as someone does better than him, he panics and then holds back." Said Ocellus.

"Well, he isn't gonna do it this time. I'll make sure of it." Sandbar narrows his eyes in determination. He wasn't going to allow Gizmo to lose his soul.

"What a pathetic turn. I activate my face down, Tragedy. When a face-up monster switches to defense, this card destroys all defensive position monsters on your side of the field!" Said Macabre.

"Oh no!" Silverstream yelled while bringing both of her claws up to cover her beak.

"W-wait! Hold on!" Said Gizmo, but it was too late. A large explosion destroys both of his monsters on the field, leaving him defenseless.

"HAHAHA! Now it's time to take my turn. I draw!" Said Macabre. "Two of your turns have passed, so Nightmare Steel Cage dissipates! Now Bram! Attack him directly!" Bram Lifts his sword and brings it down on Gizmo. Gizmo cries out from the attack and is sent flying.

"Gizmo!" Yelled Ocellus. While on the ground, the Red aura that had been surrounding Macabre is now surrounding Gizmo. but instead of being absorbed by the Blood Moon, it floats over to Macabre. Slowly he opens his mouth wide as it appears to unhinge, his fangs grow to a massive size and he hisses in delight. The expression he made was horrifying and sent chills down the student's spines. Soon the aura floats directly into Macabre's mouth and he appears to swallow it. He licks his lips and then closes his mouth.

"What... What was that about?" asked Gizmo shaking in fear.

"It's the second effect of Vampire's Domain. Every time my Vampires deal battle damage to you, I receive the same, but in life point gain instead." Macabre chuckles in devilish delight.

"....Celestia help me..." Gizmo whimpered, curling into a ball on the ground.

"Giz! You have to get your head in the game!" Sandbar approaches the edge of the shadows.

"I...I can't! He really is a Vampire! I don't want to fight him anymore!" Cried Gizmo.

[Gizmo 1500/ Macabre 5500]

[Gizmo 4 cards/ Macabre 1 card]

"Gizmo, listen to me. You cannot give up on a duel once you start one." Said Sandbar.

"But... but look at him!" Said Gizmo, pointing at Macabre.

"I'm not talking about just now, I'm talking about ever since we met you. You play strong in the beginning, but once someone does one good move, you cower in fear! That's not what a duelist does." Said Sandbar. Gizmo blinks a few times while looking at Sandbar.

"But... If I know if I'm going to lose, then why bother?" Gizmo adverts his eyes away from Sandbar, unable to now look him in the eyes.

"You don't know if you're gonna lose! Nobody knows when they are gonna lose. But the fear you're gonna lose holds you back. Do you want to be a great duelist?" Asked Sandbar.

"Yes, o-of course I do." Gizmo looks back at him.

"Then you must duel with heart, and You do not have the heart of a duelist!" Sandbar said bluntly. Gizmo looks genuinely upset by Sandbar's words. "Great duelists do not give up, great duelists play until the last card has been played. If you want to show us that you have the heart of a great duelist, then prove it! Get back up and prove me wrong!" Said Sandba, stomping his hoof for emphasis. Gizmo looks back at Macabre and then back at Sandbar. Slowly he gets back up and faces Macabre.

"M-My turn...I draw." Said Gizmo. His eyes sparkle upon seeing the card he drew. He looks at the other cards in his hoof and immediately forms a strategy. "Hey, This might actually work! I summon to the field, Gamma the Magnet Warrior! {1500atk. 1600def. Lv4} Now I activate the spell Magnet Induction! If I control a level 4 or lower Magnet warrior card, then I can special summon another Magnet warrior from my deck with a different name than the one on my field. I special summon Alpha, the Magnet Warrior! {1400atk. 1700def. Lv4}. Now all Magnet and Magna monsters cannot be destroyed by battle or by card effect until the rest of this turn. Now finally I activate Monster Reborn, to bring back Beta, the Magnet Warrior from my grave!" The Three magnet warriors stand proudly alongside each other.

"What was the point of this? All your monsters are pathetic and weak. You stand no chance whether or not you have 5 magnet warriors." Macabre looks unimpressed.

"Separate, yes they are weak. But wait until they come together!" Gizmo said proudly.

"Huh?" Macabre raises an eyebrow.

"I activate the effect of the card in my hoof, by tributing Alpha, Beta, and Gamma, I summon Valkyrion, The Magna Warrior! {3500atk. 3850def. Lv8}. Macabre flinches backward upon seeing the monster's overall attack while the students behind him cheer him on.

"Yeah! There you go Gizmo! Let him have it!" Cheered Gallus.

"Valkyrion! Destroy his Bram!" Commanded Gizmo. Valkyrion lifts his sword and clashes it with Bram. With a quick maneuver, he slides his sword past Bram's and stabs him in the heart.

[Gizmo 1500/ Macabre 4500]

[Gizmo 1 card/ Macabre 1 card]

Bram lets out a pained yell before being destroyed. Macabre shields himself from the blast. At first, he looks annoyed but then quickly smirks.

"Nice job you fool." Said Macabre. "You set yourself up to fail. By my next turn, my unbeatable strategy will activate, and you will lose this duel."

"Maybe it's a good thing this duel is over now." Said Gizmo.
"Impossible! Your Valkyrion has only 3500 attack. Even with a direct attack, you cannot finish me, besides, you attacked with him already." Said Macabre.

"Oh no, I still have three more!" Said Gizmo as he is the one smirking now. "I activate Valkyrion's effect! If Alpha, Beta, and Gamma are all three in my graveyard, I can tribute Valkyrion to return all three Magnet Warriors to the field!" Valkyrion glows a bright glow before Separating into the three Magnet Warriors. "Now Add up their attack Macabre, 1400 plus 1500 plus 1700, is 4600 total attack! 100 points more than you are willing to spare!"

"Yeah Gizmo!" Cheered Silverstream as Macabre hisses in surprise.

"Alpha, Beta, and Gamma! Finish him off!" Said Gizmo. All at once the three Magnet Warriors attack and crush Macabre with a devastating attack, draining him of all his life points.

[Gizmo Vs. Macabre: Winner Gizmo]

The students begin cheering for Gizmo who actually smiles and turns back towards the student. He looks at Sandbar who is also smiling for him. Their celebration however was cut short when they heard a loud hiss behind Gizmo. Macabre was still standing and he looked very angry. He unhinged his jaw again and appeared he was about to pounce. Just before he could, however, a large pillar of shadows comes out of the well and crashes hard onto Macabre.

"GAH!... Ow! huh? W-Wait!" Yelled Macabre as the Shadows then started to drag him towards the well. "Let me go! LET ME GO! HISSSSSSSSSSS!!! NOOOOOOO!!!" Macabre yelled before being pulled into the well. He holds onto the sides for dear life but is yanked down hard. His hissing could be heard as he was pulled into the darkness until it faded away.

"Dude... That was dramatic." Said Smolder.

"No fair! Bat Pony said he'd tell Yona friends where Shadow Pony was!" Said Yona. Ocellus slowly approaches the well Macabre was dragged into and looks down.

"...Maybe he did." Said Ocellus, peering down into the black abyss
.
"You mean, you think he may be down the well? Seriously?" Asked Gallus as he looked down the well as well.

"Well, we went down a well when the Tree of Harmony tested us last year." Ocellus pointed out.

"A well of Harmony, and a well of Shadows. How original." Joked Sandbar.

"Are you children alright!?" Said Twilight. The students turn where they heard Headmare Twilight's voice. She was joined by Starswirl, but not the rest of the group.

"Hi headmare. yeah, we're fine." Said Silverstream.

"Where is everyone else?" Asked Smolder.

"We don't know. We called their names but we can't find them." Starswirl said regretfully.

"You think the Shadows got them?" Gallus looked a bit fearful.

"I'm unsure, but we heard the noises of a duel and made our way to you 7." Said Starswirl.

"And we also believe what Ocellus said. The Shadows would thrive in an old dark well like that." Said Twilight as she and Starswirl approached the old well.

"How are we supposed to even get down there?" Asked Silverstream.

"You children need to know the first rule of survival. Always bring a rope." Said Twilight using her magic to pull rope out of her Saddle bag.

"Now let's get down there." Said Starswirl. One by one they all slowly climbed their way down the well by tying one end of the rope to a sturdy rock. Soon it was just Twilight and Gizmo at the top.

"Come on Gizmo, you're next," Twilight said while gesturing with her hoof towards the rope.

"I think I'll stay up here." Said Gizmo.

"Huh? Why?" asked Twilight tilting her head to the side.

"For one, one of us needs to stay up here in case the rope breaks, so that someone up here knows you're down there and could get help. Two I'll be here in case the others eventually make their way here and I can fill them in on what is happening" Gizmo smiles reassuringly.
"Very well. You stay safe then Gizmo." Twilight pats him on the shoulder.

"I will headmare." Gizmo smiled at his headmare. Twilight soon then makes her way down the well herself.

End of Chapter 27

Chapter 29: Shrouded in Darkness

They all finally get to the bottom of the well, and it opens up into a massive cavern. It was so dark that you couldn't see your hoof in front of your face.

"Ugh, I can't see anything," Smolder complained.

"Calm down, I'm on it." Said Starswirl as he used an illumination spell with his horn to light up the area around him.

"That's good for you, but what about the rest of us?" Gallus deadpanned.

"I came prepared for that as well." Said Twilight using her horn to open her saddlebags again. She pulls out 3 unlit torches. "Smolder, can you light these please?"

"Sure headmare." Said Smolder before breathing some fire to light the torches. Twilight then hands one torch to the students with claws and then illuminates her own horn. Now with a decent amount of light, they can see their surroundings. They see that Starswirl is fixated on a wall in front of him. They stepped forward to see what he was looking at and were shocked by what they saw. On the wall was a large engraving, that looked like the Pony of Shadows himself. Some of the students gulp hard and the rest shake.

"This is without a doubt, the home of The Pony of Shadows." Said Starswirl.

"But where is he? Shouldn't he have made his presence known by now?" Asked Twilight.

"He should of, but there is not another soul down here." Said Starswirl while looking around him

"Wrong beardy." Said a voice coming from the wall. They all focus on the wall, when suddenly two dark spots appear slowly, to figures walk through the wall and stand in front of the group. Starswirl glares his eyes as he knows who exactly they are.

"Enigma and Eclipse!" Said Starswirl. Both figures raise their head to look at the group, they have unamused expressions on their face.

"You finally found us, aren't you proud of yourselves?" Enigma asked in a sarcastic tone

"Indeed, since you two are the last Shadow Riders left." Starswirl began to boast.

"Saved the best for last! We are the best tag duelist in Equestria. None of you can beat us." Eclipse began to chuckle.

"Me and Starswirl can! We'll take you on!" Twilight huffed, digging her hoof into the ground.

"The bearers of Magic and Sorcery. This should be fun." Said Enigma

"After we beat you, your master is next." Said Starswirl. Twilight and Starswirl activate their duel disks and Enigma and Eclipse form theirs

"DUEL"

[Starswirl and Twilight Vs. Enigma and Eclipse]

[Harmony 8000/ Shadows 8000]

"I will start us off, I draw my card." Said Twilight. "I activate the spell Ledger of Ledgerdemain! I banish the top three cards of my deck face down. Then on my 3rd turn after activating this card, those cards are added to my hoof. Next, I summon Hermit of Prophecy! {1200atk. 600def. Lv3}. I then activate the Spellbook Organization. The next three cards on my deck are removed. I can look at them and put them in any order I chose and return them to the deck." Twilight organizes her cards and puts them back. "Since I activated a spellbook, my Hermit's effect activates! His level increases by 2 and he gains 300 attack points permanently. Making his level 5 with 1500 attack! I now end."

"My move. I draw." Said Eclipse. "I activate the effect of Junk Forward! Since I control no monsters, I can special summon him. I special summon him in defense mode! {900atk. 1500def. Lv3} Now I set a card face down. I end."

"I draw." Said Starswirl. "I activate the effect of Magicians' Souls in my hoof. I send one level 6 or higher spellcaster from my deck to the grave. I send the Dark Magician to the grave. Now I can discard Magicians' Souls to special summon the Dark Magician from the grave! {2500atk. 2100def. Lv7}. I end by placing a card face down.

"My turn, drawing." Said Enigma. "I activate Dodododraw! I send one dododo monster from my hoof to the grave and I draw 2 cards. I send Dododo Witch to the grave to draw. Then I place a monster face down with two more face down cards and end."

[Twilight 3 cards/ Eclipse 4 cards/ Starswirl 4 cards/ Enigma 3 cards]

"My turn again. I draw." Said Twilight. "I activate the spell Book of Taiyou! This flips your face down monster Enigma, to face up attack position."

"Very well, You flipped summoned my Gagaga Ceasar. {1800atk. 600def. Lv3}" Enigma grunted.

"Hm, I will now activate the spell Spellbook of Knowledge. I discard the spellbook of Eternity from my hoof to draw two cards. Now my Hermit is level 7 with 1800 attack. He will attack your Ceasar." Twilight commanded, pointing at Enigma's monster.

"They will both be destroyed." Warned Enigma narrowing his eyes.

"I know, Hermit attack!" Twilight continued her command. Both monsters fire a powerful beam from their staffs. The beam collides and explodes, destroying both monsters. "One down, Now I will use my Partner's dark Magician to attack your monster Eclipse!" Dark Magician points his staff at Junk Forward and the colors go negative. Junk Forward is then destroyed and the colors go back to normal. "I now end."

"I'll make you pay for destroying my monster Element! Draw!" Said Eclipse. "I activate the spell Synchronized Realm! Now every time I synchro summon a monster, You are dealt 500 points of damage! Now I summon Junk Charger! {1500atk. 900def. Lv3 Tuner.} Now I will activate the effect of Boost Warrior in my hoof. Since I have a Tuner on the field, He is special summoned {300atk. 200def. lv1}. Now I will activate my Charger's effect, Making my Boost Warrior's level go up by one, making him Level 3! Now I Tune for 5, Synchro Summoning Junk Speeder! {1800atk. 1000def. Lv5 Synchro.}" Synchronized Realm then shocks both Twilight and Starswirl for 500 points for the Synchro summon.

"I'm not done yet Elements, because Junk Speeder has an effect! Since she was Synchro Summoned, I can special summon up to 4 more Synchron Monsters from my deck! But I will only need one. I special summon Sattelite Synchron! {700atk. 100def. Lv2 Tuner.} Now I will Tune for 7, Synchro summoning Seven Swords Warrior! {2300atk. 1800def. Lv7 Synchro}" Twilight and Starswirl get shocked again for 500, "For now, that is all I can do."

"My my, What a powerful turn that was Eclipse. You handle your synchro monster like a true master." Remarked Enigma. Eclipse Smirks at him.

"Of course, when it gets to your turn, show them your true power with your Xyzs." Eclipse quipped back to his partner.

"Stay focused Twilight. Their chatter is simply to throw us off our game." Starswirl warned, giving Twilight a side-eye

"Right, I'm ready for anything," Twilight reassured.

[Twilight 3 cards/ Eclipse 2 cards]

[Harmony 7000/ Shadows 8000]

"Allow me to show you what a master of sorcery can do! I draw." Said Starswirl. "I activate the continuous Spell card, Dark Magical Circle! Now I look at the top three cards of my deck, I select one that is either the Dark Magician or mentions the Dark Magician and reveal it. I then add it to my hoof and the other two are set in any order I chose." A Magical circle surrounds Starswirl and Twilight. "I reveal Eternal Soul! It mentions the Dark Magician in its text so I keep it. I now set a card, Now my Dark Magician will attack your Seven Sword Warrior!"

"Sorry, Beardy! But I activate my face down, Scrap Iron Scare Crow! Your attack is negated and I can set this card back face down!" Eclipse began to chuckle.

"I promise you, that is the last time you call me that!" Starswirl huffed, as his breath was seen coming out of his nose. "I activate the spell Dedication Through Light and Darkness! I tribute my Dark Magician to upgrade him to the Dark Magician of Chaos! {2800atk. 2600def. Lv8}" The Dark Magician had a dark shroud cast all over him, turning him into the Dark Magician of Chaos. "Since we are sharing a graveyard Twilight, I will use my Magician's effect to add the Book of Taiyou spell card to my hoof. Now I will end."

"Heh, for a pony who fights for the light, you sure do have a lot of monsters with 'dark' in their name Starswirl." Said Eclipse. That comment caused the students to widen their eyes. It was true that Starswirl had an unusual amount of 'Dark' cards in his deck.

"Without darkness, there is no light. My monsters have pledged their allegiance to me and will fight for my causes." Starswirl narrowed his eyes at the Shadows.

[Starswirl 2 cards]

"Now, it is my turn. I draw." Said Enigma. "I now summon Gagaga Magician! {1500atk. 1000def. Lv4} I want him to remain at the level that he is, because I also activate the spell Gagagawind! I can special summon a Gagaga monster from my hoof as a level 4 monster. I summon Gagaga Sister! {200atk. 800def. Lv2 -> Lv4}. Now I build the Overlay Network to Xyz summon Number 39: Utopia! {2500atk. 2000def. Lv4 Xyz}" When Utopia is summoned to the field, his presence alone commands authority and he stares down the Magician in front of him. "Now watch Starswirl as I activate the effect of my face-down card, Xyz Effect! When I Xyz summon a monster, I destroy one card on your field, I destroy your magician!"

"No!" Said Starswirl. The trap card fires a powerful beam and strikes down his Magician. "Gah!.... When my magician of Chaos leaves the field, he is banished."

"I'm not done Starswirl, now it's time for you both to face our monster's wrath! Utopia, Attack the old man, and Seven Sword Warriors attack the mare!" Commanded Enigma.
"Not so fast! I activate my face down, Eternal Soul!" Yells Starswirl proudly. "This is a continuous trap card, and when activated I can special summon Dark Magician from the Graveyard!" Engima scowls at Starswirl, he doesn't want to lose his Utopia just yet.

"Our monsters are evenly matched, so I will hold off my attack and end. You lucked out Starswirl." Enigma huffs in frustration.

[Enigma 1 card]

"Great save Starswirl." Said Twilight, she looked a little shaken as that attack would have been devastating.

"I gave you some breathing room, take advantage of it." Starswirl looked her in the eyes as he spoke.

"I will, I draw." Said Twilight. "I activate the spell Spell Spellbook of Secrets! I can add one Spellbook from my deck to my hoof, I add the Spellbook of Fate! Now I summon Temperance of Prophecy! {1000atk. 1000def. Lv3}. Since I activated a spellbook earlier on this turn, I can activate his effect, I can tribute him to special summon a Dark or a light Spellcaster monster from my deck! I tribute him to summon my ace card, High Priestess of Prophecy! {2500atk. 2100def. Lv7}." High Priestess stands next to the Dark Magician majestically. She then looks over at Twilight and smiles, causing Twilight to smile back. Both monsters have their backs to each other while staring down their enemies with their arms crossed.

"I now activate her effect, once per turn I can banish one spellbook from my graveyard to destroy one card on your side of the field. I banish Spellbook of Knowledge to destroy your Scrap-Iron Scarecrow Eclipse!" Eclipse scowls at her as High Priestess uses magic to levitate the book she is holding and from it, a beam of magic fires out and destroys the trap. "Now my Priestess will attack Seven Sword Warrior!"

"Oh no you don't!" Yelled Enigma. "I activate the effect of Utopia! By removing one Xyz material your attack is negated!"

"Fine, then Dark Magician will attack!" Said Twilight.

"I will remove the second one to spare my partner's monster!" Said Enigma.

"Since that was all I could have done, I end." Said Twilight.

[Twilight 3 cards]

"Dude, this is the duel of the century!" Said Gallus, watching in pure amazement.

"Both teams are so evenly matched! This might be the best duel I have ever watched." Sandbar said with his eyes still glued to the duel.

"I know they are the enemy, but the Eclipse and Enigma have mastered their decks, they are on par with our Headmare and Starswirl." Ocellus pointed out.

"At this point, it is anyone's game." Said Silverstream.

"Yona and friends must keep faith that Headpony and Bearded Pony will win." Said Yona

"My move, Draw!" Said Eclipse. He was shaking hard as he drew.

"What is the matter Eclipse?" Asked Enigma looking at his partner.

"Nothing important, except this is the funniest duel I have ever been in!" Said Eclipse while smirking and his adrenaline pumping.

"We are not dueling for fun! We are dueling for the master." Said Enigma sternly.

"Yeah yeah yeah, anyway." Said Eclipse turning his attention back to Twilight and Starswirl. "I activate the Equip Spell Synchro Boost! My Seven Swords' level goes up by one, and his attack by 500, making him Level 8 with 2800 attack! Not only that, his effect activates. When he is equipped with an equip card, you lose 800 life points!" Both Twilight and Starswirl were zapped again. "Now for his attack, destroy his Dark Magician!" Seven Sword Warrior Charges Dark Magician and stabs him. Dark Magician groans loudly before being destroyed. "Before the attack continues, I will now activate seven sword Warrior's effect, I can destroy the equip card attached to him to destroy one of your monsters, say goodbye to your priestess as well!"

"NO!" both Twilight and Starswirl say at the same time, but it is too late. Priestess slowly doubles over like she is in pain. she moans softly before being destroyed as well.

"And we still have one more monster left to attack!" Eclipse boasted.

"Right, Utopia, attack them directly!" Said Enigma. Utopia lifts his sword high and then swings it hard onto both Twilight and Starswirl, greatly hurting them.

"Oh yeah! That's my turn!" Said Eclipse smirking wider.

[Harmony 3400/ Shadows 8000]

[Eclipse 2 cards]

"You guys just had to jinx them didn't you!" Said Smolder sharply.

"Wait a second Smolder, look at them!" Said Ocellus pointing. As the dust cleared from the attack, both Starswirl and Twilight still stood strong and were not knocked back by the attack. They had pained, but determined expressions on their faces.

"Try as you might Shadows, but you will not knock us down!" Said Starswirl. The students started to cheer for them as Eclipse and Engima stared at them, staying silent.

"Now, it's time for my move. I draw." Said Starswirl. "As Eternal soul is still face up on my side of the field, I resummon back my Dark Magician! Now I normal summon the Skilled Dark Magician. {1900atk. 1700def. Lv4}. However, he will not stay, as I activate the spell Magical Dimension! While I control a spellcaster, I tribute one of my monsters to special summon the last monster in my hoof, the Dark Magician Girl! {2000atk. 1700def. Lv6}. Now for the final effect of Magical Dimension. When this effect resolves, I can destroy one of your monsters, I destroy your Seven Sword Warrior Eclipse." The Dark Magician girl points her staff at the warrior and destroys him with a powerful blast.

"Gah! No!" Said Eclipse.

"Now Enigma, I will attack Utopia." Said Starswirl with a smirk. Engima Scowls at him.

"You knew didn't you?" Enigma growled.

"Oh course I knew, Utopia is instantly destroyed when targeted for an attack while he has no Xyz Material." Said Starswirl. As Utopia destroys himself, the Dark Magician smirks at Starswirl. "Now since you are both Monsterless, this will be a magic onslaught! Dark Magician and Dark Magician Girl, Attack Enigma, and Eclipse Directly!" Dark Magician spins his staff behind him and Dark Magician Girl smiles and then winks At Eclipse. Then in unison, Both Magicians point their staffs at each one of them and fire a large magical blast from them. Both Enigma and Eclipse call out as they are attacked.

[Harmony 3400/ Shadows 3500]

[Starswirl 0 cards]

Eclipse and Enigma were on their knees. They both angrily look up at Starswirl, who has his Magicians on each side of him.

"That evened up the points quite well." Boasted Starswirl. "You two are going to learn the hard way of what happens to you when you accept the Shadows into you."

"GRRRR!!! You're finished, old man!" Yelled Enigma as he drew for his turn. "I summon Utopic Onomatopoeia {1500atk. 1500def. Lv4} This card is also treated as a Gagaga, Gogogo, Dododo, and a Zubaba monster, and I can special summon one of each of those monsters from my hoof this turn. I just so happen to have one more monster in my hoof, the Gogogo Golem! {1800atk. 1500def. Lv4}. Now the only special summon I can perform from my extra deck from the rest of my turn can only be Xyz, which I am! I build the Overlay Network to Xyz Summon Number 55: Gogogo Goliath! {2400atk. 1200def. Lv4 Xyz} A huge monster the size of a fortress takes the field. "While on the field, Gogogo Goliath gives all monsters on our side of the field 800 extra attack, including himself, Making him 3200! Gogogo Goliath, attack his Dark Magician Girl!" Goliath lifts his fist into the air and brings it down hard. Dark Magician girl tries to protect herself but is ultimately crushed by Goliath.

"No! Dark Magician Girl!" Starswirl cried out.

"I now end. Good luck getting past my Goliath!" Said Enigma.

[Harmony 2200/ Shadows 3500]

[Enigma 0 cards]

Starswirl grits his teeth. He looks at the ground. It appears he was panicking. He had no cards in his hoof, and All he had was his Dark Magician. It appeared he was trying to calculate a strategy to win, but was having a hard time thinking.

"Starswirl." Said Twilight. Starswirl looks over at her. "It'll be ok, I promise. It's my turn now and I will guarantee our victory." Twilight smiles at him. Starswirl takes a moment but slowly nods and then stands up straight.

"It's my move, I draw!" Said Twilight. "And now it has been three of my turns since I activated Ledger of Ledgerdemain, the three cards I banished are now brought into my hoof. Twilight smiles at the 7 cards she has in her hoof. "First I activate the spell, Spellbook of Life. I banish my Hermit in my graveyard and reveal a spellbook in my hoof, I reveal the Spellbook of Fate. Now I special summon one Spellcaster from the Grave, I summon back my High Priestess of Prophecy!" Priestess returns to the field elegantly and glares at Goliath. "She is now treated as a Level 10 monster because I banished my Hermit, but that effect is not important to me. Because Now I activate the Spellbook of Fate! This card has three effects that I can activate, but I can only activate one. The effect that will activate depends on the number of Spellbooks I banish from my graveyard. I can banish up to three, which I do! I banish Spellbook of Secrets, Eternity, and Organization! Now the third effect activates, Your Goliath is banished from the duel!"

"WHAT!?" Eclipse and Enigma yell at the same time. Goliath slowly dissipates, as he was never there, leaving the two shadows wide open.

"Starswirl, Are you ready to end this?" Asked Twilight. Starswirl stood tall and was smirking.

"Indeed I am." Said Starswirl.

"High Priestess of Prophecy!" Said Twilight.

"Dark Magician!" Said Starswirl.

"Attack them directly!" They both said at the same time. Dark Magician points his staff while Priestess opens her book, and both fire a large powerful beam of Magic that strikes the Shadows and finally beats them.

[Starswirl and Twilight Vs. Enigma and Eclipse]

"They did it! They won! No more Shadow Riders!" Yelled Ocellus excitedly. The others cheer loudly as well as Twilight and Starswirl stand there triumphantly.

"You have all been beaten. It is time we seal you and your master away for all eternity." Said Starswirl. But to his and Twilight's surprise. Enigma and Eclipse slowly get back up to their hooves. They chuckle a little before finally raising their head and begin laughing manically.

"You won! Big deal!" Said Eclipse.

"Our souls will be taken by our master, and with all the souls he has collected, there will be no stopping him! You may have won the duel Elements, but even a loss is still a victory for us! Every single one!" Said Enigma. The wall with the engraving of the Pony of Shadows has two large tendrils of Shadows come out and wrap themselves around Eclipse and Enigma. They are both pulled towards the wall while the two continue to laugh, they laugh and laugh till they are finally pulled inside. There was a low rumble inside the cavern, causing all the ponies to take a few steps back. Slowly, out of the wall, a large black mass slowly emerges from it, crawling out like a zombie crawling out of a tomb. Eventually, it stands tall, revealing itself to be, The Pony of Shadows himself. He too starts laughing Maniacally. He was 3 times as big compared to the last time they saw him at Ponehendge almost 6 months ago.

"MUHAHAHAHA!!! You two dueled well Eclipse and Enigma, but not good enough and your souls are mine!" Said The Pony of Shadows before looking down at the group. "Ahhh, Starswirl, I knew you'd still be among the ones who would still have their soul!"

"I am!" Said Starswirl Proudly. "Now Duel me, Shadow Fiend! You cannot fully enshroud our world in darkness till all elements bearers are gone!

"If you wish to duel me, then you'll have to catch me!" Said The Pony Of Shadows. He turns into a formless mass of Shadows and quickly darts up the well. As he did, the whole cavern appeared to start to collapse.

"Get close to me everypony!" Yelled Twilight. Everyone huddles up next to Twilight as huge rocks fall all around them. Her horn glows bright and she quickly teleports them out of there.

End of Chapter 8

Author's Note

Organization, eternity, secrets

Chapter 30: The Shadows Come Alive

The group teleported directly to the surface. They all quickly close their eyes as being quickly taken to the bright surface after being in a dark cavern for a bit stung their eyes. After a bit, they can open their eyes and see the Pony of Shadows using shadow magic to levitate a very limp-looking Gizmo.

"Gizmo!" Yelled Sandbar. The Pony of Shadows chuckles evilly and casually tosses Gizmo to the side. He remains unresponsive.

"What have you done monster!?" Yelled Starswirl taking a brave step forward.

"Oh Starswirl, last time we met I only captured a few souls, Now I have over 30! I am more powerful than ever! So Strong in fact, I can take your souls by force!" The ghostly smirk on the Pony of Shadow's face widens. "Just like that white pony, that one weird creature and Dragon I got to earlier."

"...Spike..." Said Twilight quietly, her eyes widening and beginning to water.

"Observe as I take yours Starswirl! HYA!" Said The Pony of Shadows before sending a bunch of Shadowy tendrils at him.

"No!" Yelled Twilight before quickly ramming Starswirl out of the way. The tendril then quickly passes through Twilight's chest, which causes her to freeze.

"No! Twilight!" Yelled Starswirl from the ground.

"Headmare!" The students yell as well. Twilight remains frozen in place with a painful expression on her face. She shakes as the tendril then slowly starts to retract, pulling out a small orb of light. It is then violently retracted back into the Pony of Shadow's body, causing Twilight's body to collapse.

"Nooooo!" Yelled Starswirl as he kneeled by her side, his hat falling to the ground.

"Heheheheh-MUHAHAHAHAHAHA! I can even take an Element bearer's soul with ease! So much power in my hooves!" Said The Pony of Shadows. The Students try to get closer but Starswirl holds up his hoof to them. He raises his head and has a sorrowful expression on his face.

"It is all up to you 6 now. You must go forward alone." Said Starswirl in a somber tone

"A-Alone!?" Asked Gallus in surprise.

"Yes. I can no longer defeat him, he is far too powerful. He can take souls whenever he wants now, even mine. But you six are still still hold a complete set of the Elements. You six still wield the power to beat hi-GAHHHH!!!!" Starswirl was cut off when another tendril penetrated his back Starswirl's body.

"Starswirl!" Yells Ocellus. Starswirl has a pained expression on his face and he forces out one final message to them.

"... You... Must... Save... Him!... " Starswirl choked his last cryptic message before the tendril fully retracted, taking his soul as well. Starswirl then collapses as well and the students surround his body.

"Finally, after 1000 years Starswirl. You fall, and I stand tall. The Shadows have won, and Harmony, IS NO MORE!!!" Yelled The Pony of Shadows as a very powerful burst of Shadow magic sent shockwaves throughout the Hollow Shades, destroying some of the huts. He then looks down at the students who look up at him in fear. He chuckles as he approaches them. "I almost forgot you young ones. To think you are all that is left, Students only in their 2 years in duel school. How could you ever stand against me? Say goodnight, and I'll make this as painless as possible." Six more tendrils slowly slither out of his body, each one targeting each student. The students all hug each other tightly and close their eyes, preparing for the worst. They hear the tendrils dart toward them, however, they don't make contact. That's when they hear the Pony of Shadows go from smug, to shocked. "No...No! This can't be!" The Students slowly opened their eyes, to find that their Duel Spirits were back, and they all had blocked each tendril from latching onto the students.

"GRAM!" Yelled Gallus in surprise

"Black Luster Soldier! You're back!" Said Sandbar. In unison, the Duel Spirits force back the tendrils, and the Pony of Shadows Growl at them.

"You six are a complete set of the Elements of Harmony! How can this be!? My Shadow Riders were meant to capture one of each of your circle of friends!" The Pony of Shadows said in anger.

"It appears they failed! And as long as we stand as one, You still cannot enshroud our home in darkness!" Said Ocellus being surprisingly assertive. The Pony of Shadows hisses at her

"Just try and stop me, child! I have 1000 years of shadow magic experience! Just try and stop me!" Said the Pony of Shadows. He becomes formless again before drifting high into the sky and escaping. They watch as the mist spirals into the air and approaches the mountain where the capital of Equestria is built.

"Where is he going!?" Asked Silverstream.

"It looks like he is heading towards Canterlot! Equestria's capital!" Said Sandbar in a panic.

"Dude, It took us days to get from Ponyville to here! It will take us even longer to get to Canterlot!" Smolder pointed out.

"Yeah, but Look, Yona Friends duel monsters are back!" Said Yona as she turned to the duel spirits. The rest turn to greet their duel spirits after some of them have not seen them for about 6 months.

"What are you guys doing here? I thought the Pony of Shadows was drawing in all the magic from the Shadow Realm." asked Sandbar.

"He was, but now that he is out, he is outputting tons of Shadow Magic, allowing us to manifest." Said Soldier looking down at his own hand

"You six are all that is left of the Elements of Harmony. You six must be the ones to face the Pony of Shadows." Said Gram as he stabbed his sword into the ground in front of him for emphasis.

"How? He's probably in Canterlot by now. How can we catch up?" Asked Gallus. A grumbling sound is heard and everyone turns towards the source of the sound. They all look at Red-Eyes and Coral Dragon.

"Hey, Maybe they can give us a ride!" Silverstream gleefully said while pointing at the dragons.

"They could get us there in no time." Ocellus said while managing a smile.

"We got that sorted out, but what about actually facing the pony of Shadows?" Asked Sandbar.

"We can just combine our cards into one deck again." Suggested Smolder.

"Gaiodiaz Like that idea! Took down Big Dragons last time we did that." Said Gaiodiaz loudly while throwing a fist in the air.

"I don't think we should do that this time." Said Soldier crossing his arms.

"Huh? Why not?" Asked Gallus.

"Yeah, why? It worked out last time, and now we it would be Harmony vs Shadows." Gram gave Black Luster Soldier a concerned look.

"Because our first job is protecting the Element Bearers. If the Shadows see we are not in with them, they will pounce on them and take their souls, weakening the Elements' power." Said Soldier. Everyone starts looking at each other, confused about what should happen next.

"Well... If we can't combine our power... what can we do?" Asked Silver. Soldier thinks for a moment, placing his fingers on his chin.

"We need to hit the Pony of Shadows where it hurts, his powers come from the souls stuck in the Shadow Realm. So we need to free them while one of us distracts him." Said Soldier expertly theorized.

"Easier said than done. Only Duel Monsters can freely pass in and out of the Shadow Realm." Said Insect Princess. "The souls stuck there cannot be freed unless there is a powerful output of Magic."

"And that is exactly what we are." Soldier looks at Insect Princess. "Alongside our Duelist, They will hone with their element, and free the others from the Pony of Shadows' clutches. 5 of us need to do this, while one takes on the Pony of Shadows head-on, and deals the final blow to him."

"Welp, who wants to volunteer to take on the most powerful shadow duelist to have ever lived?" asked Gallus Sarcastically. To his and no one else surprise, no one raised their hoof or claw. Everyone was equally scared of the Pony of Shadows and was not too keen on fighting him by themselves.

"There is only one of us who can face him." Soldier spoke up again.

"Huh? Who?" asked Yona. Soldier raises his sword, and points at Ocellus.

"Wh-WHAT!? m-m-m-me!?" Asked Ocellus in shock.

"Soldier, you cannot be serious." Said Insect Princess crossing her arms.

"I am, and I have good reason too." Said Soldier.

"Why can't Sandbar do it?" Asked Insect Princess sharply.

"Because he is not destined to, and he already fought the Dragon rulers and almost paid the ultimate price for it. We can't expect him to pull off a miracle again." Said Soldier.

"What could you possibly mean by destined?" Asked Insect Princess now placing her hands on her hips.

"She is the Element of Magic. Just like Twilight, and Starswirl. And the Pony of Shadows seemed to like he had a personal grudge against Starswirl. Magic is the spearhead element. It is the one who has dealt with the Shadows the most. The Element of Magic is destined to deal the final blow to the shadows." Said Soldier. Insect Princess looks down at Ocellus who still looks very scared. She turns back towards Soldier and crosses her arms again.

"I don't know soldier." Said Insect Princess.

"I know you are looking out for your duelist, one of us has to face him, and I believe it is supposed to be the Element of Magic." Soldier reiterated himself. Insect Princess looks back at Ocellus and then slowly kneels down.

"Are you ok Celly?" asked Insect Princess, placing her hand gently on Ocellus's cheek.

"I don't know! I..I don't know if I can do this! I know I can't do it alone! I don't even use Spellcasters!" Said Ocellus in a panic.

"You're right, you don't...hmmmmm." Said Soldier, he then looked over at both Starswirl and Twilight. "You won't have to be alone. Take some of their cards to go with you."

"You mean loot their soulless bodies!?" Asked Gallus sarcastically.

"No. She can take the best cards from both of them and add them to her deck to make the ultimate Element of Magic deck. That way you will have Twilight and Starswirl with you Ocellus." Suggested Soldier. This idea seems to calm Ocellus down a little bit.

"That...That could work..." Ocellus spoke just barely above a whisper. She slowly walks towards Starswirl and Twilight and begins shifting through their cards. She picks out a few of the best cards and then puts them into her deck and shuffles. "Ok, I think I'm ready."

"Good, then we are off." Said Soldier as he slowly dematerialized into an aura and was absorbed by Sandbar's deck. The other monsters do the same to their owner's deck except for Coral Dragon and Red-Eyes. Silverstream, Yona, and Sandbar climb onto Coral Dragon while Smolder, Ocellus, and Gallus climb on top of Red-Eyes. When they are all on, the dragons open their wings and take off towards Canterlot. The Students held on tight as the dragons were much faster than they expected. it only took them about 15 minutes to get to Canterlot. The dragons land and the students get off and The dragons dematerialize now.

"Dude, whenever I imagined going to Canterlot, I didn't imagine it looking like this." Said Sandbar as he and the other students turned around. Canterlot was in total chaos. There were some damaged buildings and random Shadows chasing after screaming ponies. The guards try to take control of the situation but keep getting overpowered by the blobs of Shadows.

"Ocellus, you need to find the Pony of Shadows as soon as possible. My best guess is he is at the top of the castle." Sandbar looks back and shouts to her over the chaos.

"Right, I will look there first." Ocellus nodded.

"What about Yona and other friends?" Asked Yona.

"We do what Black Luster Soldier said, we take on the shadows Directly!" Said Smolder as she clenched her claw into a fist.

"We must hone into our elements to fully get rid of them," Silverstream added.

"We should split up, Good luck you guys." Said Gallus. They all quickly hug each other before breaking and running off to different parts of Canterlot. Ocellus made a beeline to the castle. She had to dodge random Shadows and pieces of buildings falling. She uses her Changeling magic to turn into a cheetah so that she can run faster. She finally makes it to the front door of the castle. She transforms herself back and then opens the huge door of the castle and then enters. this was the final stretch, no turning back.

End of Chapter 30

Prologue: New Year, New Problems (E)

Sandbar was sitting in his room, laying down on his bed. School started back up in a week and he was excited to see his friends again. He couldn't wait to show them improvements he made to his deck. Black Luster Soldier was in the corner leaning against the wall, he was in his transparent form. Sandbar looks at his clock. It was almost 6 o'clock, almost time for them to all call each other on the crystal ball Twilight gave them. He gets down off of his bed and approaches his desk. He sits in his chair and scoots closer to the desk. Black Luster soldier looks at him as The Crystal ball sat in the middle of his desk. He gently rubs it and begins thinking of his friends, just like Twilight had instructed him. The cloudiness of the ball fades and slowly, the faces of his friends soon emerge inside the ball.

"Hey Guys! How has your summer been?" Asked Sandbar with the largest smile on his face.

"Heya! It's been GREAT! I can't wait to see you all again." Said Silverstream, being her hyperactive self.

"Me too, it was great to hang around dragons again, But nothing beats hanging out with you guys." Said Smolder, she was perhaps a bit too close to the ball as her face was a bit wide.

"So you actually have been thinking about us Smolder? That's sweet." Gallus teased with a snicker.

"Watch it buddy, you know I'm not good with my emotions." Smolder warned, her eyes narrowing.

"I can't wait for classes to start up again this year, A whole 9 months with you guys again, and all the studying!" Said Ocellus happily.

"Yona can't wait to see friends! Yona has been counting down the days till pony school opens up!" Yona exclaimed loudly. The six then begin chatting as always when suddenly the ball begins to shake, it shakes and vibrates in a way they have never seen before.

"Whoa, Are you all seeing this? What's going on with the ball?" Asked Gallus as he backed away from the ball

"I don't know, but it's happening to mine too." Said Ocellus, she leans in closer to examine the ball closer.

"We've used this many times, I have never seen it do this before." Said Sandbar. Eventually, Twilight's face begins to emerge in the ball alongside the other creatures.

"Headmare Twilight? Is that you?" Silverstream gawked as he beak gapped in awe.

"Hello you six, If it isn't obvious, I have a crystal ball as well: I kept one for myself to contact you six, in case we needed you." Said Twilight with a slight smirk.

"Contact us? For what? Doesn't school start in a week? Why not wait till then?" Asked Smolder, crossing her arms.

"Because this cannot wait till school. Throughout the summer, Me and your other professors have been working on a grand project, and we believe you six deserve to be there during its completion as you now bare the elements." Twilight informed, becoming more serious in her tone.

The six students all looked confused, they didn't understand the severity of this so called project their professors have been working on. But, if it involved the elements, then how could they refuse.

"We all have to be there? How do you expect some of us to get back to Equestria? Some of us live far away from Equestria." Gallus explained, a deapanned expression befalling his face.

"That's why your professors are on their way to collect you and bring you all to the school. From there, we are to take you to one of Equestria's most ancient and magical historical sights, Ponehenge." Twilight statement was met with mixed reactions, some becoming more confused, others looking interested.

"Ponehenge? Wow...I remember going over that in the history of Duel Monsters class. It's said the first ever Duel Monsters duel happened there." Ocellus began to smile, a little giddy about the subject.

"Precisely. It was also said to be a portal from our world, to the realm of Duel Monsters. It was also recently found out by us, to be the last stand of the Pillars." Twilight explained.

"The Pillars? Yona does not know who that is." Yona scratched the side of her head, under her horns, in confusion.

"The Pillars are ancient folktales of Equestria. But that's all they are, folk tales." Sandbar said non-chalantly.

"That's what some of us believed too, but they are real Sandbar." Said Twilight, causing sandbar to widen his eyes.

"Real??? They are real? No way." Sandbar wasn't sure he belived his headmare. The stories of the pillars were just foal tales, told to fillies and colts before bed. They were all myths... were they?

"Who are the Pillars? Not all of us are familiar with pony folk tales." Said Smolder, huffing some smoke from her nostrils.

"Right, sorry Smolder. The Pillars are a group of six ponies who lived over 1000 years ago, they came from multiple different backgrounds." Twilight began to storytell. The students lean in closer to the crystal balls so that they could pay extra attention. "They all came together, representing different traits amongst themselves. Their jobs were to protect our world from danger, sealing away many monsters. They had one last stand against a legendary enemy named, The Pony of Shadows. In this battle, The Pillars sacrificed themselves to lock away the Pony of Shadows forever. Knowing they had to sacrifice themselves, before they left for ponehenge, they left behind a seed, a seed that they all planted. This seed would grow, into the Tree of Harmony."

"Wait, so they were the ones who grew the Tree of Harmony? They made the elements!?" Asked Ocellus, both in shock and wonder.

"They didn't just make the Elements, They are the elements. Just like you six and like me and they represent the Elements, but they were the first." Twilight's statement was met with awe from the students. Their mouth left gapped, and their eyes widened.

"Whoa.... What happened to the pillar ponies?" Yona was the first to speak up.

"We don't entirely know. We have Starswirl's personal journal with us, his last entry only talks about going to ponehenge with the other pillars and that's it." Said Twilight, a slight disapointed look on her face "Me and your other professors went to ponehenge ourselves. Upon placing Starswirl's journal on one of the altars, we were able to peer into the past. What we were able to see, was the Pillars banishing the Pony of Shadows and themselves to the Shadow Realm."

This statement from Twilight left the student in emense confusion. The Pony of Shadows? Who was that? And what was the Shadow Realm? Both of these sounded pretty serious and pretty scary,

"Headmare, Who is the Pony of Shadows?" Asked Sandbar, a bit afraid of her answer.

"And what's the Shadow Realm?" Asked Ocellus, srinking back into herself, a slight look of fear in her eyes.

"The Shadow Realm is just a place in space and time where Shadow magic exists. It's the source of the power of all Shadow Games. It is a dimension between our world and the realm of Duel Monsters. And as for the Pony of Shadows, he's a nopony. He has been defeated and is likely to never come back." Twilight explained. Hoping to quell some of their fears. "Your professor's should be arriving at your residences now. This is an opportunity for you all to meet the original elements, which is the main reason I want you six there."

"Well... Will our Parents be ok with this?" Asked silverstream.

"Surely they will, since being recognised internationally as the next generation of Element Bearers, and this is official element beare business. I hope to see you all soon." Said Twilight as her face slowly fades away from the crystal ball.

"What now?" Asked Gallus, not knowing what to do now.

"We should go ahead and prepare for the trip." Said Smolder.

"Yay! Yona gets to meet friends early!" Cheered Yona, her celebration causes her ball to be knocked over, causing her face to disappear for a moment from the ball.

"Yeah, Yona's right! We get to meet up early! I can't wait to see you guys!" Said Ocellus, looking happier than she was from before.

"You too cell, see you guys later, I gotta pack." Said Smolder, her face was the first to fade from the crystal ball.

The six eventually hop off their call and begin packing up for the trip. Thankfully, by the time the Professors show up, they were packed and ready to go. They were able to get permission from the student's guardians, and they left for Ponehenge.

The trip they all take was long, but the excitement of getting to see each other a week early was enough to make the trips worth it. Smolder and Rainbow Dash were the last ones to show up. they approach Twilight who was standing next to Sunburst and Starlight.

"Hey Twilight, we're ba-"

"HEY GUYS! I'M HERE!" Yelled Smolder, interrupting Rainbow Dash. She ran up and joins a group hug with her friends.

"Thank you Rainbow, I know the Dragonlands are far away from here." Said Twilight, turning her hear to her rainbow maned friend.

"Yeah, but why couldn't Spike go? He is more familiar with the dragons than anypony." Complained Dash, lifting her hind legs to ease some of the pain in her hooves.

"Because with his new position at the school, I left him in charge of setting up the final touches for the school this year while we try to re-summon the Pillars," Twilight explained, looking back at Starswirl's journal.

"Why didn't ya'll use the train Rainbow?" Asked Applejack. "Ya would have been more comfortable that way."

"No way, I never used the train when I got the best way of transportation on my back." Said Dash smuggily, flapping her wings for emphasis.

All the Duel Spirits were manifested, and even they began to meet up with each other and say their hellos before they are all met by the Professor's duel Spirits.
"Good to see you all again, Have you been keeping your companions safe?" Asked High Priestess of Prophecy, Twilight's guardian.

"Yes Madam, nothing malicious has been seen near them since the disaster last year." Said Black Luster Soldier, speaking nobly like a knight.

"Good, We too have not seen or heard anything suspicious either." Said Harpie Queen, Dash's guardian.

"What happened to the Big Bad Dragon deck?" Asked Gaiodiaz, scratching his chin with his massive claw.

"Since the vault was heavily damaged, the deck has been moved to Canterlot, under the personal watch of the Princesses." Said Amazoness Queen, Applejack's guardian.

"That honestly sounds much safer. Why wasn't it like that from the start?" Asked Gram.

"Kuriiiiii!" Said Kuriboh, Fluttershy's guardian.

"Yeah, Kuriboh is right, that is why." Said Madolche Puddincesss, Pinkie's guardian.

"Well, cannot argue with that, but another thing about the Princesses. Why aren't they here? They wielded the elements themselves when the Pillars went to the Shadow Realm?" Asked Gram, crossing his arms.

"The Princesses only wielded the elements, but they themselves are not bearers. Their alicorn magic allowed them to use them but they were never able to merge with them like our duelists have." Said Master Diamond, Rarity's guardian. The students were still hugging each other tightly as their duel spirits caught up.

"Yona missed you guys so much!" Said Yona, being the last one to break away from the hug.

"I missed you all as well! Not a lot of Griffs back home have any interest in Duel Monsters." Said Gallus, smiling wide.

"Same! No dagons want to play either! I'm so itching for a duel!" Smolder pouted, kicking a stone with her foot.

"Yeah! How about we all duel each other as a celebration for seeing each other again." Ocellus suggested.

"Like 1 on 1 on 1 on 1 on 1 on 1?" Asked Sandbar, scratching his head with his hoof.

"That sounds too complicated, how about a 3 v 3?" Silverstream exclaimed loudly. That was an Idea they could all agree upon, unfortunately, they would have to wait as Twilight would then call them over.

"Alright you six, we are about to bring the Pillars back with a grand spell, me, Sunburst and Starlight are working on." Twilight. began to explain slowly.

"Hi You six! It's great to meet you." Said Sunburst as he waved to the students.

"You six along with your professors should stand back, this is gonna be an intense Spell." Starlight warned, a concerned look on her face.

The six nod and they take a few steps back with the other Professors as Twilight, Sunburst, and Starlight approach Ponehenge. One by one, All three of their horns light up. All the stones also begin to glow and shake, slowly getting more and more violent. The students step back more as the glowing gets more intense. Suddenly there was a bright magical flash, it was almost blinding. As soon as they all gain their vision back from the flash, their mouths drop as they see 6 new ponies laying down on the stones as if they are asleep. The professors waste no time in going up to them to check on them. Twilight approaches the unconscious Starswirl as he lays on the stone. Slowly he stirs and groans as he sits up as do the rest of the pillars.

"Guhhh... Where are we?" Asked Starswirl, his vision still blurry and unknowing of his current location

"Oh my Gosh, It worked! No worries Starswirl, we have taken the liberty of bringing you and the rest of the Pillars back from The Shadow Realm!" Twilight stated proudly, but this information was met with panic by Starswirl.

"What! No no no! You must re-banish us!" Starswirl begged while shaking his head.

"Huh? Why? I never prepared a spell for that, and I just wanted to bring the Pillars back." Explained Twilight.

"You can't JUST bring the Pillars back!" Starswirl looked desprate as his voice was filled with a foreboding tone.

The earth then began to shake as the students , the mane 6, and the Pillars tried to keep balance as they all turned towards the middle of Ponehenge, in the very center, a black hole emerged from nothing. From the hole, a giant hoof made of Shadows steps through it. Slowly a giant Pony, composed entirely of Shadows steps through the hole and begins laughing maniacally.

"MUHAHAHAHAHAHA!!!! That was a clever trick Starswirl! But no spell can keep me locked away forever!" Yelled the pony made of shadows.

"Wh-Who is that!? Yelled Silverstream hiding behind Yona.

"Th-That must b-be...The Pony of Shadows!" Ocellus stuttered, shaking in place.

"Stand back Demon! We sealed you away once, we shall do it again!" yelled Starswirl defiantly, pointing his hoof at the Pony of Shadows.

"I don't doubt that you will be able to Starswirl, but, will you be able to without THIS!?" Yelled the Pony of Shadows as one of his Shadowy appendages darts towards him, quickly Twilight tackles him out of the way but it goes past them and strikes the journal that was sitting on the stone Starswirl was on.

"NO! That had my spell that we used to lock him away! That took me years to make!" Yelled Starswirl, kneeling over his destroyed journal.

"Hehehe-MUAHAHAHA!!! Now, I may begin shrouding the world in the Shadows, and merge the our world, with the Shadow Realm! But first, I must get rid of you Starswirl, and the rest of you pesky Pillars!" Said the Pony of Shadows as more appendages appear. They all dart towards the pillars at lethal speed. All the students close their eyes, not wanting to see the grizzly scene. But instead of hearing the Pillars get skewered, they hear multiple loud clangs. They open their eyes to see that the pillars were ok, and that 6 more Duel Spirits have emerged. Most notably Starswirl's Duel Spirit, the Dark Magician.

"GAH! How dare you! You can't hold me off forever!" The Pony of Shadows scowled.

"Oh Yes we can!" Yelled Twilight, now stepping up towards the Pony of Shadows with her Duel Spirit. High Priestess of Prophecy holds out her Tome toward the Shadowy pony as one by one, each of the mane Six step forward with their own Duel Spirit. The Pony of Shadows growls at them.

"Dude...Maybe, we should also confront him." Sandbar turned his hr\ead to his friends.

"Are you crazy!?" Yelled Silverstream, peaking her beak out from Yona's mane.

"We can't act like cowards, we are Element Bearers, just like them." Smolder huffed, glaring at the shadow pony.

Smolder was right, after taking a few deep breaths, the students call their Duel Spirits over who swiftly take a position in front of them as they approach the Pony of Shadows as well. Twilight looks to the side to see the Six standing there with them, she gives them a proud smile.

"GAH! How are there so many of you now!? How long have you sealed me away!?" Yelled The Pony of Shadows as his head scans side to side to see all the element beares and their Duel Spirits

"It's been over 1000 years monster!" Yelled Twilight, the Pony of Shadows flinches his head back upon hearing that.

"1000! Grrrrr! In my current state I cannot take you all on, you may have this small victory Starswirl, but you have not seen the last of me!" The Pony of Shadows growls.

"You're not going anywhere fiend!" Said Starswirl, but before he could react, the Pony of Shadows slowly transforms into a misty miasma and quickly darts up into the Sky. The Six students breathe a quick sigh of relief, but when they look back up, they see Starswirl looking at all of them with a furious expression.

"Do you all know what you have just done!? Do you know the kind of doom awaits Equestria if we do not re-banish him!?" Yelled Starswirl. His pupils were small and shaking, and he was breathing heavily. Despite his rage, both Sunburst and Starlight step forward.

"Hey! Don't yell at them, it was us three." Starlight protested, standing infront of the students.

"We were the ones who released you, we had no idea bringing you back would also release the Pony of Shadows." Said Sunburst.

"We thought that we could free you from your prison, and have an easy life here in modern times." Said Twilight. The Rest of the Pillars step forward, their Duel Spirits hovering just behind them, it was easy to see who they were now. Flash Magnus had Gearfried the Iron Knight. Somnambula had Gravekeeper's Chief, Mage Madowbrook had Aromage Bergamot. Mistmane had Black Rose Dragon. Rockhoof had Odin, Father of the Aesir. And Of Course, Starswirl had Dark Magician.

"Whoa...Those are some powerful Duel Spirits." Gallus said to his friends.

"You, Young one, you're able to see them?" Questioned Rockhoof pointing his hoof at the griffon.

"Y-Yes we can" Respond to Gallus, only slightly intimidated by Rockhoof's size.

"All of you can?" Asked Somnambula.

"Yes, we all can." Said Twilight. "We all are the bearers of the elements you had bestowed onto the tree of Harmony."

"Elements? Tree of Harmony?" What in blazes are you talking about?" Meadowbrook asked waising an eyebrow to the group.

"Huh? How could you not know what we are talking about!? You created the elements!" Twilight was completely taken back by the Pillar's obliviousness to the elements.

"Well, we have been sealed in a void of Shadows for a millennium." Said Flash Magnus, as he retrieved his shield.

"That... I guess that's true." Twilight sighed. "Then we have a lot to fill you in on."

"Along with an explanation for undoing my spell which sealed away the Pony of Shadows!" Starswirl sternly Stated, still obviously furious.

"We will, we will." Said Twilight with a guilty expression. "We will explain while on our way back to my Castle."

"Your Castle?" Questioned Mistmane.

"Yeah, it's not too far of a walk from here, and we can fill you in on what has happened over the past few years." Said Twilight. They Mane 6 begin to explain what has happened to the pillars along the way to the castle. The students talk amongst themselves as well, as none of them have been to Twilight's castle before. They all enter the main corridor to the castle, and approach the map that was in the center of the room.

"Marvelous, the seed we planted sprouted all of this?" Asked Starswirl, analyzing the crystal walls in amazment.

"Yes, it had to of, I can feel the harmony radiating from it." Said Somnambula, closing her eyes and taking in a deep breath.

"Then it did work!" Said Rockhoof proudly.

"My old friend. We did do it. We have kept Equestria safe for a millenia." Said Starswirl looking up at Dark Magician.

"Hm." The Dark Magician only gave him a smile.

"And now you six now wield the same powers as we have?" Asked Mage turning to the mane 6.

"Yes, we found the elements and then used them to fight off evil they had threatened Equestria. After repeated use they merged with us allowing us to see and feel duel monsters." Said Twilight, looking to her own Duel spirit, High Priestess of Prophecy.

"And these six merged as well?" Asked Mistmane approaching the students.

"Yes ma'am!" Said Sandbar with a bright smile.

"They may have merged, but they have not fully connected to the elements." Said Starswirl approaching them as well. Starswirl was a little intimidating to the students. "Though I can feel a connection with you six, your aura is weak. How is this?"

"They only became element bearers last year." Informed Twilight. That's when a massive shockwave could be felt. It shook the ground and caused every creature to stumble a bit

"Whoa! Hold on everyone!" Said Applejack trying to keep her balance. A majority of the ponies were able to keep their balance but Pinkie Fluttershy, Sandbar, and Silverstream fell over. Starswirl looks over at Dark Magician who was beginning to fade. Dark Magician looks at his own hand and then back up at starswirl. He reaches out but soon fully fades away.

"Dark Magician!" Yelled Starswirl. One by one, all the duel spirits started to fade away from the physical world.

"GRAM!" Yelled Gallus.

"By Odin's beard! Odin is gone!" Yelled Rockhoof, turning to Starswirl.

"Kuriboh!" cried Fluttershy, holding her hoof out to the area Kuriboh once was.

"What's going on!? What's happening to our duel spirits!?" Yelled Twilight, looking paniced. Soon the shaking stopped and everyone regained their balance. They looked all around them and all the duel spirits were gone.

"Starswirl, what has happened?" Asked Flash Magnus, looking all around him to find an explaination of the demanifestation of their duel spirits.

"Undoubtedly this is the work of the Pony of Shadows. He has found a place to hide and is currently drawing a ton of power from the Shadow Realm. So much so that our duel spirits cannot manifest." Starswirl analyzed.

"So Puddincess is gone!?" Yelled Pinkie dramatically, placing both hooves to her head.

"No, just unable to show herself. We must take on the Pony of Shadows or else we risk him merging our world and the world of Duel Monsters into the Shadow Realm." Said Starswirl.

"What about us?" Asked an aggitated Rainbow Dash.

"I said we didn't I?" Asked Starswirl. The Main six then smile at the pillars who in turn smile back.

"What about us?" Asked Smolder, stepping forward.
"Being children, and not fully connecting with your elements, You six stand behind us, but we shall call on you if we need it." Said Starswirl, eyeing all the students. "That means we must train you, immediately."

"Yes! We finally get to learn how to use the elements!" Said Sandbar with excitement. The students all look at each other and smile and then hoof/claw bump each other.

"I just have one question for y'all. Where are your cards?" asked Applejack.

"Cards? What are cards?" Asked Flash Magnus, giving her a weird look.

"You... don't have any cards??? Then how do you duel!?" Dash asked, while confused.

"By using the power of Harmony to summon our monsters of course." Said Mage Meadowbrook, explaining like it was common sense.

"Dash, AJ, They lived 1000 years ago. Duel Monsters were not summoned with cards back then. You six should come with us, we’ll get you all situated with your own decks so that you can duel in the modern times." Said Twilight. She and the rest of the Mane 6 lead the pillars into another room to help build their decks.

"So what now?" Asked Ocellus, turning to look at her friends

"I guess we are waiting for school now. Like they said, when they need us they will get to us." Said Gallus.

"That's true. We now have all this free time to ourselves!" Said Silverstream.

"School starts soon since it took some of us a few days to get here. We should prepare for the year." Said Smolder crossing her arms and leaning against Twilight's crystal wall.

"Friend Smolder is right. New freshmen are coming so new decks will be here!" Said Yona.

"Then we have a lot to look forward to this year at duel school!" Said Sandbar. All six then give eachother one big hive five.

End of Prologue: Welcome to Sophomore Year

Chapter 4: Food Fight! (E)

Dinner time at the school. The School's cafeteria has plenty of food for their students, especially a wide variety of food for the different students attending. As Sandbar was going through the line, He grabbed a Hayburger, some horseshoe fries, an apple, and a juice box. But when Smolder was going through the line, she grabbed a couple of sushi rolls, a can of soda, pudding, and a few gemstones. An addition requested by Spike. When all of the student six have their dinner, they all sit down together at the same table.

"I gotta say, the food this year is so much better than last year." Said Smolder as she popped a few gems into her mouth.

"Yeah! Soy, and veggies got so boring after a while, but now they have fish! Fish! For those of us who are omnivorous!" Said Gallus eating a piece of Sushi.

"Yuck... I don't see how any creature can eat meat." Said Ocellus. All she had on her tray was desserts.

"Look who's talking. You are gonna get a stomach ache with all that sugar you are eating." Said Gallus.

"I don't need anything else, I mostly eat love, remember?" Ocellus deadpanned

"Wait, friend Ocellus still eat love?" Asked Yona.

"Well, yeah. Of course. I just don't take it forcefully. Some of your guys's love just rubs off on me." cellus shrugs.

"I wonder how love tastes." Silverstream puts her claw to her beak and looks up at the ceiling. As they were talking, Gallus looked over at Sandbar, his tray was completely empty, and Sandbar had some ketchup smeared on his face.

"Jeez Sandbar you're already done!?" Said Gallus in amazement.

"Urp, yep." Said Sandbar licking his lips.

"It's only been five minutes! Did you even taste it?" Gallus joked.

"Ha, pretty funny." Sandbar leans back in his seat to rub his stomach with his hoof.

"One of these days you're going to be as big as a dragon." Teased Gallus.

"And what is that supposed to mean?" Asked Smolder crossing her arms. "Do you think dragons are fat? Am I fat Gallus?"

"Uhhhhh.... that's not what I meant." Said Gallus Sheepishly.

"Then what did you mean?" Asked Smolder scowling at him.

"Well... look at the previous Dragon Lord, Dragon Lord Torch. He is as big as the school!" Gallus tried to explain himself.

"He's the Dragon Lord, of course he is big!" Smolder huffs, causing smoke to bellow out of her nostrils.

"That's no excuse, all dragons get big. Even Spike got that big when he got greedy. Maybe you'll get that big too Smolder." Said Sandbar. Smolder's response to Sandbar was picking up a handful of pudding and throwing it in Sandbar's face. The other students gasp as Sandbar wipes some of the pudding off with his hoof. He glares at Smolder and throws it back, also hitting Smolder in the face. The other student's present upon hearing the commotion turn to see what was going on. Smolder growls before grabbing another handful and beams Sandbar with it.

"FOOD FIGHT!" Yells one of the other students and picks up his whole tray and throws it. Almost immediately the whole cafeteria begins throwing their food at each other. Ocellus and Silverstream take cover while Gallus and Yona stand up with smirks on their faces and begin throwing food as well. It didn't take long before a pony from the kitchen to come running out, he had a white coat and bleach blonde mane. He had a handlebar mustache and was wearing a chef's hat. He bursts into the cafeteria, shouting at everyone.

"Sacré bleu! What do you children zink you are doing!?" Yelled the chef pony. All the students freeze and look at the chef and everything grows quiet. "Who started zis madness!? Tell me now!" Almost all at once, everyone except for the student six points to Smolder. "You! You will come with me to Headmare's office, now!"

"Seriously? But I didn't mean for everyone to..." Said Smolder before she was cut off. by the Chef.
"NOW!!!" The Chef yelled even louder. Smolder grumbles before crossing her arms. She tried to look angry, but it was obvious by her eyes, she was upset, not mad. Sandbar, Sees her and begins to feel some regret. He was also responsible for causing the foodfight, so he stood up.

"Wait! I say we sort this out with rule 17 in the student handbook!" Sandbar called out with his hoof outstretched.

"What on Equis do you mean by zat?" Said the chef still with an angry look on his face.

"Rule 17 in the student handbook says all disputes can be sorted out by a duel." Sandbar stomped his hoof for emphasis. At first, the chef began to laugh in a mocking way hearing that.

"Zat, is for students only! Not for problems like zis!" Said the chef.

"But it doesn't say that, it says all disputes. Smolder wins, Headmare doesn't need to hear about this, you win, then you can punish all of us. Come on man, it wasn't even fully her fault." Said Sandbar. The Chef scoff and then looks away for a moment as he thinks. He lets out a long sigh before looking back.

"Fine, it's za deal." Said the Chef looking back at him

"Thank you." Said Sandbar stepping down from the table.

"Thanks Sandbar." Said Smolder, looking to Sandbar, giving him a smile.

"Don't thank me yet, you gotta win." Said Sandbar. Both Smolder and the chef takes their spots and activate their duel disks.

"DUEL!"

[Smolder vs Chef]

[Smolder 4000/ Chef 4000]

"I will go first, draw." Said the chef. "First I play ze zpell Zwords of Revealing Light! Zis card prevents you from attacking moi until your 3rd standby phase after its activation. Now, I place one monster face down. Your move."

"My go, Draw!" Smolder had a serious look on her face as she drew.

"Isn't it weird that the chef has his own deck as well?" Ocellus asked with a raised eyebrow.

"It's a duel School Cell, all the staff are duelists." Sandbar said non-chalantly.

"I activate Red-Eyes Insight!" Said Smolder. "This card allows me to send one Red-Eyes monster from my claw or my deck to the grave, then I add a Red-Eyes spell or trap to my claw. I send a Red-Eyes Black Dragon from my deck to add Red-Eyes Spirit to my claw. Now I set one card and I summon Spear Dragon, {1900atk. 0def. Lv4} Since I cannot attack this turn because of your Swords. I will end right there."

[Smolder 4 cards/ Chef 4 cards]

[1 end phase]

"Hon-Hon-Hon! You zink placing a strong monster on the field will protect you? You played right into my trap troublemaker!" Taunted the chef "I draw, zen I flip summon mon monster, Doom Donuts! {0atk. 0def. Lv1.}"

"Is...Is that a donut?" Ocellus raises an eyebrow.

"Looks like the least yummiest donut Yona ever saw." Yona cringes.

"Zis card, when flipped summoned, destroys all monsters on ze field whose original attack or defense is 0. So you pretty much left yourzelf wide open zis turn!" Said Chef with a smirk. Smolder growled to herself as the donut started spinning and launched itself at Spear dragon. When they hit each other, it causes a huge explosion. "Hon-Hon-Hon! Now prepare yourself, I summon ze World Carrotweight Champion! {1900atk. 0def. Lv4}"

"Is this guy's deck full of nothing but food cards?" Asked Silverstream.

"Carrotweight Champion, Give zis troublemaker a licking!" Said the Chef. The Carrotweight Champion charges Smolder and is about to give her a punch.

"Not so fast! I activate my face down Red-Eyes Spirit!" Smolder held out her claw as she protested.

"Ugh, I forgot about zat card." Said the chef scowling.

"This allows me to bring back my Red-Eyes from the grave! {2400atk. 2000def. Lv7} Wanna continue your attack now?" Teased Smolder.

"Of course not, I place one card face down then I end." Said the Chef unamused.

[Chef 3 cards]

"My turn, I draw." Said Smolder, she smirks upon seeing the card she drew. "Alright, you may be protected from attacks thanks to your swords, but you are not spared from effect damage. I activate the spell Inferno Fire Blast! While I control a Red-Eyes, you lose 2400 life points!"

"Ah! Non!" Yelled the Chef in distress as Red-Eyes opens its mouth to allow the red hot fire to be fired on the Chef, he lets out a girlish scream as he is incinerated.

"I end by placing one more card face down, your move." Said Smolder smirking.

"Yay Smolder!" Ocellus began to cheer for her friend.

[Smolder 3 cards]

[Smolder 4000/ Chef 1600]

[2 end phases]

"Gah! Bête comme ses pieds! Draw!" The chef was furious. However, seeing what he just drew, causes him to chuckle. "Hehehehe.... Now, watch me. I summon Gunkan Suship Shari! {2000atk. 0def. Lv4.}" What looked to be a ship made out of rice and Nori was summoned to the field next to the chef. "I end my turn!"

"A rice boat? What kind of card is that?" Asked Sandbar.

"My turn! Draw!" Said Smolder. "I place one more card face down. I still can't get past your swords. So I will have to end right now. However, that is three turns since your Swords were activated, I get to attack you on my next turn!"

[Smolder 4000/ Chef 1600]

[Smolder 3 cards/ Chef 3 cards]

[3 end phases/ Swords of Revealing light destroyed]

"Mon Tour! I draw!" Said the Chef. He smirks seeing the card he drew. "I now play ze field spell Gunkan Sushipyard Seaside Supper Spot!" Soon, the cafeteria soon morphs into what looks like a harbor. A quick look around shows that there are a ton of boats, made out of sushi.

"Bleh!... so much fish meat. how could anyone eat any of this?" Whined Ocellus as her face turns green.

"I must be in heaven!" Said Gallus as drool drips from his beak.

"Now watch as zis card undo's everything you have set up zis far! Since I have Suship Shari on ze field, I can special summon Gunkan Suship Ikura! {200atk. 300def. Lv4}, Now my Sushipyard spell activates, Allowing me to place one suship card from my deck to the top of my deck. I will place a second Suship Shari on the top. Now, I activate my Ikura's effect, I excavate the top 3 cards of my deck, and if I encounter a suship Shari, I'm allowed to special summon it! Hehe, which I do!"

"What a move! He forced himself to have a Shari on top just for that effect! This dude has a killer strategy!" Said Gallus in amazement.

"Now, time for my normal summon, I summon Gunkan Suship Shirauo! {200atk. 250def. Lv4}" Said the Chef. "Finally, I build ze Overlay Network! I take both my Shari's and overlay one of them with Ikura, Xzy Summoning Gunkan Suship Ikura-class Dreadnought! {2200atk. 300def. Lv4 Xyz}. And now with my Second Shari, I overlay it with Shirauo to Xyz Summon Gunkan Suship Shirauo-class Carrier! {2200atk. 2500def. Lv4 Xyz}"

Smolder looks up in awe at the two massive Gunships. They stood tall, one on each side of the Chef who was smirking.

"Zis will teach you, you troublemaker. I activate the effects of both of my new monsters, Since Shari was used to summon each of zem, I draw one card for each, zat's two!" The chef boasted.

"This changes nothing! I still control the strongest monster on the field!" Smolder points at the chef, as he drew his cards.

"No, you don't, Because my carrier has a second effect." The chef smirks at her. "Since I control a field Spell, Not only do my extra deck monsters cannot be destroyed by card effects, but zey also gain attack equal to zeir original defense points. So my carrier becomes 2450, and my Dreadnought becomes 2500!"

"Sweet Celestia! The effects of these cards don't end!" Complained Gallus.

"First My Carrier will be ze one to take out your Red-Eyes!" Said the chef, as the slices of Icefish are launched from the ship, and strike Red-Eyes and destroy it. "Now My Dreadnought will attack you directly!" The ship aims its giant guns at Smolder. Smolder gulps hard as she prepares for the attack. The guns fire at her and send her flying backwards, and she lands on her back. "Hon-Hon-Hon! I end my turn, good luck trying to beat me now troublemaker! Zis will teach you not to make a mess of my cafeteria!"

[Smolder 1450/ Chef 1600]

[Smolder 3 cards/ Chef 3 cards]

Smolder laid down on her back for a bit. Her eyes were shut tight. She could feel herself getting really, really angry. She was getting beaten by somepony who wasn't even a student. She places her claws over her eyes as her breating was getting faster and heavier. That is when she heard her friend's voices.

"Smolder! Stand up, this duel isn't over yet!" Gallus called out.

"You can still win Smolder, You gotten out of hairier situations before!" Cheered Ocellus.

"You can still win this Smolder. A duel is not over till the final card is drawn!" Said Sandbar. Smolder slowly opens her eyes and takes a deep breath. She slowly stands back up and gets her game face back on.

"Yay Smolder! You can do it!" Silverstream had her claws in the air as she cheered..

"Friend Smolder can still win this!" Yelled Yona.

"I Draw!" Said Smolder. "Alright! I activate the Spell, Return of the Dragon Lords! This spell allows me to special summon one level 7 or 8 dragon from my grave! I will bring back my Red-Eyes!" Her friends cheered as Red-eyes was resummoned to the field. "Now I activate the Spell, Foolish burial to send my second Red-eyes from my deck, to the grave. Now, with one Red-Eyes in my Graveyard, and one on my field, I activate my first Face Down, Return of the Red-eyes! I bring my second Red-eyes to the field since I already have one on my field!"

"Is zis supposed to scare me? Both of my Suships outclass your dragons thanks to my field spell." Said the Chef.

"Not for long, I activate the Burning Land spell card! ThIs card destroys every field spell on the field, and as long as it's up, during every standby phase the corresponding player loses 500 lifepoints." Said Smolder.

As the card is played, the area is quickly engulfed in fire. As the fire dies down, the hologram dissipates, returning them to the messy cafeteria. Both the suship cards are dropped down to 2200.

"NON! I need my field spell to win!" The chef scowls.

"I'm far from done!" Said Smolder. "It's time for me to build the Overlay Network! I overlay both of my Red-eyes to Xyz summon Red-Eyes Flare Metal Dragon! {2800atk. 2400def. Lv7 Xyz}"

"Holy moly.... That dude's screwed now." Gallus and the rest of the students look at Smolder's card in awe..

"Finally, I activate my last face down, Red-Eyes Fang with Chain!" Said Smolder. "I equip this to my Red-eyes Xyz monster, and he is allowed to make two attacks this turn. So I will have him attack both of your Suships!" Red-Eyes Flare Metal Dragon unleashes a wave of fire that catches both ships on fire. They both slowly fall apart before they both blow up.

[Smolder 1450/ Chef 400]

[Smolder 1 card/ chef 3 cards.]

"NO-HO-HO-HO! My Ships! My beautiful suships!" The chef was panicking as he quickly pranced side to side as both his ships sink.

"I now end my turn." Said Smolder with a smirk. The Chef shot a glare at her and was about to draw his card when he notices Smolder's burning land card was still up.

"Whoa whoa wait mon ami. If I draw my card, I will lose zis duel. Your card will make me lose 500 life points, b-but I only have 400." The chef analyzed

"That's the plan. You have a choice, draw your card and have yourself be burned for the rest of your life points, or surrender." Smolder crosses her arms and smirks, after having the Chef fall into her trap.

"Haha! Nice one Smolder! You backed him into a corner!" Ocellus cheered loudly.

"Why you!...Gah!" Yelled the chef. He looks at the card, and then his deck. He sighs hard and hangs his head. "Very well, I Surrender."

[Smolder vs The Chef: Winner Smolder]

The students who were present started clapping for Smolder. She smiles and turns towards her friends who were also clapping.

"Nice job Smolder!" Said Gallus as he and the others approach Smolder and giving her a high five.

"Thanks you guys, that was intense." Said Smolder.

"Yeah. Hey Smolder, sorry for what I said that started this mess." Sandbar stood in front of Smolder as he apologized.

"Don't worry about it, You stuck your neck out for me by offering to get in trouble too. I appreciate that." Smolder smiles at him.

"...out..." Said the chef with his head still hung.

"Huh? What chef pony say?" Asked Yona as they all turn his attention to him

"I SAID GET OUT! ALL OF YOU GET OUT SO I CAN CLEAN ZIS MESS!!!" Yelled the chef bringing his head back up and glaring at the group.

"Ok ok! Sheesh!" Said Gallus as the six, and the rest of the other students then quickly exited the cafeteria. Smolder steps out of the doorway and stops. She waits for everyone to leave before she peaks back in. She sees the chef hang his head again with a sigh. He takes off his hat to reveal a unicorn horn and uses magic to bring a broom to him. Smolder lets out a sigh and steps back in.

"Hey, Excuse me." Smolder said from behind.

"What do you want?" Said the chef sharply without even looking at her.

"I...I just want to say I'm sorry for starting the food fight... and. I was also wondering if you would like some help cleaning this up." Said Smolder. The chef pauses for a moment and looks back at her, it appeared all anger was now gone from his expression.

"...Yes, I would like that very much." Said the Chef. Smolder smiles before heading to the corner to grab a mop and a bucket.

End of Chapter 4

Chapter 10: The First Loss (E)

It's been around a week since the night Sandbar first faced Spike in the front of the school, unfortunately, it was not the last time they had to deal with a Shadow rider, Two more had tried to get the jump on them, but one had been dealt with by Professor Rainbow Dash, the other by Applejack. Just like Spike, the duel ended with the Shadow Riders losing their souls so they have also been kept in the infirmary. The Students were lounging around together in the student rec room, they were alone, allowing them to discuss the craziness that has transpired this week.

"Dude... School isn't even at midterms yet, and it's already getting just as dangerous as when the Dragon rulers appeared." Sandbar had a look of worry as he sat in a bean bag chair.

"Yeah, I knew it had to be eventful since, you know, we are element bearers now. But ponies are losing their souls. and it can happen to us if we do not win." Smolder was leaning against a wall with her arms crossed.

"It's like we are in a war, Light vs Darkness, Good vs Evil, Harmony vs Chaos." Ocellus peaks out of a pillow fort she made, her eyes trembling in fear.

"But we appear to be winning, we have beaten 3 of them so far." Silverstream had a nervouse smile as she clicked her claws together.

"Most of those by our Professors, and one by Sandbar." Gallus shrugs, seeming to be the calmest one out of all of them.

"Heh, you're just jealous I beat one and you haven't yet." Said Sandbar with a smirk, earning a glare from the blue griffon.

"Yona still confident! If Yona sees Shadow monster, Yona smash them!" Yona kicks over a stool behind her for emphasis.

"I'm more than willing to let our professors and the Pillars take them one first before us though." Ocellus shrinks back inside her pillow fort.

"Yeah, It's still incredibly dangerous." Smolder shakes her head. "Watching Sandbar's duel was... well it wasn't a great feeling watching them."

"Psssshhh, We have some of the best duelists on our side, What could go wrong?" Said Silverstream confidently. As if on cue, all the students could feel a creeping cold approach them, just like Sandbar experienced. They could see their breaths again. The hair and feathers stood up on the back of their necks. Sandbar and Smolder's eyes go wide.

"...Oh no..." Sandbar slowly sat up.

"Silverstream! You just had to say that!" Smolder scolded the bird horse, flaring her nostrils at her.

"Why!? What's going on? Why is it so cold!" Ocellus pokes her head out of her fort in a panic.

"This is exactly what happened when we found the first Shadow Rider! It got way cold really fast!" Said Sandbar.

"We gotta find the Professors!" Yelled Gallus. They all stood up and ran out, they ran down the hall to go to Headmare Twilight's office and they burst in without knocking. To their surprise, She, nor any of the professors were there either.

"Wh-Where are our Professors!?" Said Ocellus, approaching her desk.

"They had to of felt the coldness as well, maybe they are looking for the Shadow Rider?" Suggested Smolder shrugging.

"GUYS! Look! In the courtyard!" Yelled Silverstream looking out the window next to Twilight's desk. They all approach and look out, there, they see two dark pony like figures standing in the courtyard being confronted by the professors.

"TWO!? There's two this time!?" Yelled Yona looking out the window.

"Come on, we got to see this!" Yelled Sandbar as he and the others ran out to get to the courtyard. As they step out, they also see that the pillars are also there, as if they had been looking for the Shadow Riders as well.

"You six! Stand back!" Yelled Starswirl with his hoof outstretched to them.

"We are, we just wanna see what's happening" said Smolder. as she and the other students approach him and the others

"We know, but there are two of them this time, this time may get pretty hairy." Said Mistmane. The students nod and turn their attention to the two Shadow Riders. and their professors confronting them. They wore long black coats and had masks that look like the pony of Shadow, just like Spike did. Shadows spew out of their backs and one being a unicorn had shadows leaking from his horn. The other was a pegasus. The Unicorn had long dark gray hair, and the pegasus had short jet black hair.

"You two are not welcome here! leave now or face the consequences." Twilight huffs, her anger appearent in her face.

"As if we'd listen to you, We only listen to our master." Chuckled the pegasus.

"And we were told not to leave till we nabbed a few of your souls." The Unicorn spoke sophisticatedly.

"We'd love to see you try! We’ve already beaten 3 of you! And we'll keep beating you!" Rainbow Dash dug her hoof into the ground.

"Hehehe. You haven't gone up against us before. We are the best of our fellow Shadow Riders, and The Pony of Shadows wishes us to dispatch the two that had been a thorn in his side." Said the Pegasus.

"The holders of Loyalty and Honesty!" Said the Unicorn.

"The Pony of Shadows wishes to see both of us dealt with first. I would be flattered, but y'all don't deserve mah flattery." Applejack scowled stepping forward. The two Shadow Riders say nothing but chuckle at Applejack's comment.

"Who are you two!? Reveal yourselves!" Twilight demanded loudly.

"I am Enigma." Said the Unicorn.

"And I am Eclipse." Said the Pegasus.

"I don't care who you are, If you came to duel me, then I'll give you a duel!" Said Rainbow Dash while activating her Duel Disk.

"Me too." Said Applejack, activating her own. Eclipse and Enigma chuckle to themselves as the shadows form a duel disk on both of them.

"Rainbow, A.J., I don't know about this. It makes me uneasy that these two were sent personally to take you two on." Twilight whsipered to her friends.

"We'll be fine Twilight. We promise." Applejack looks to Twilight to reassure her.

"Besides, we will have to take them on eventually if not today." Rainbow Dash said, still scowling at the Riders.

"I...I....Very well. You two better win this." Said Twilight. By now, the Courtyard has started filling up with some other students, oblivious to what was really at stake here

"DUEL!"

[Harmony 8000/ Shadows 8000]

"I Shall start this Duel, I draw." Said Eclipse. As he drew, the purple mist started to form around the four players, the Shadow game had begun. "I will start this duel off by placing two cards face down, and that will be my turn for now."

"Pfft, you were sent personally, and that was your first move!? give me a break!" Dash taunted as she drew. "I summon Harpie Lady 1 to the field! {1300atk 1400def. Lv4} But that's not all, she has an effect. While face up on the field, all WIND monsters get a 300 attack boost, including her. So she is at 1600 attack. Now I will equip her with Cyber shield, giving her an even bigger attack boost by 500, giving her a grand total of 2100! Harpie Lady 1, Attack Eclipse directly!"

"I activate the effect of Junk Defender in my hoof!" Eclipse yelled, holding up one of the cards in his hoof. "When you declare a direct attack, I can special summon him to the field, I special summon him in defense mode! {500atk. 1800def. Lv3} Not only that, once per turn he can gain 300 extra defense points, meaning he has 2100 defense. Our point equal out and no one takes damage!"

"Why you little! Gah, Fine I end my turn!" Said Dash obviously annoyed.

[Rainbow 4 cards, Eclipse 3 cards]

"My turn, I draw." Said Enigma. "I place only 2 cards face down, and I end."

"You are also going a turn without attacking!? Fine by me, I draw!" Applejack was unimpressed as she drew. "Hmm, I place one card face down, Then I summon the Unfriendly Amazon!" {2000atk. 1000def. Lv4} "She will attack you directly Enigma!"

"Not so fast element! I activate the effect of Gagaga Gardna in my hoof." Said Enigma. "When I am targeted for a direct attack, I can special summon him, I special summon him in defense!" {1500atk. 2000def. Lv4} "Since they have the same points, None of us take damage!"

"Dude, both Shadow Riders just played the exact same move on both of our professors. They are in synch with each other." Sandbar looked a bit worried by that fact.

"I hate to say it, but that scares me, this is going to be a tough duel." Ocellus had scared look on her face.

[Applejack 4 cards, Enigma 3 cards]

"You think what you did intimidates us!? Fat chance!" Dash huffs.

"Heheh, maybe that didn't but maybe this will. I draw." Said Eclipse. "I activate the spell, Level Tuning! This card allows me to reduce the level of one monster on my field by one, So now Junk defender is a level 2 monster. Now I activate the Spell Tuning! This allows me to bring one Synchron monster from my deck to my hoof, but the top card of my deck goes to the grave. The card I add is Junk Synchron, which I now Play! {1300atk. 500def. Lv3 Tuner.} Now, I tune for 5, with my two monsters on the field, I synchro Summon Junk Warrior! {2300atk. 1300def. Lv5 Synchro}" Dash grits her teeth as a bit of sweat leaks from her forehead. "Junk Warrior, destroy her Harpie Lady!" Junk Warrior darts towards her monster at impossible speed and plants a hard knee in her gut, destroying her. Dash and Applejack both groan as they lose life points. "HAHAHA! You are outmatched Elements! I end!"

"I...I draw!" Dash staggered a bit. "I place one card and one monster face down, and I end."

[Harmony 7800/ Shadows 8000]

[Rainbow 3 cards/ Eclipse 2 cards]

"You were so pumped at the beginning of this duel dearie, hehe, I love seeing a spirit crushed. My turn." Enigma grins like a serpant as he belittled Rainbow. "Time for me to show you what I'm made of, I summon Gagaga Magician!" {1500atk. 1000def. Lv4} "With him and my Gardna, I build the Overlay Network! I Xyz summon Gagaga Cowboy! {1500atk. 2400def. Lv4 Xyz} "I detach one of his Xyz materials to activate his attack mode effect, He gains 1000 attack, and your monster loses 500 attack, but only during the damage step! Cowboy! Attack her Amazon!" Cowboy twirls his guns and aims them at the Amazon, the first shot hits her in the leg, causing her to take a knee, and the second shot is planted right between her eyes, destroying her. Dash and Applejack groan louder as they lose even more life points. "Truly Pathetic. I end."

"Gah...I...I draw..." Applejack groaned. Both she and Dash both looked to be in pain. "I summon Amazoness Swords Woman. {1500atk. 1600def. Lv4} And I end."

[Harmony 6900/ Shadows 8000]

[Applejack 4 cards/ Enigma 2 cards]

"This is not good! Our professors are losing!" Silverstream places her claws on her cheeks in panic.

"Don't lose hope! They will turn it all around!" Said Smolder trying to keep hope.

"My turn, Draw!" Said Eclipse. "I summon Speed Warrior! {900atk. 400def. Lv2} During the turn he is summoned, his attack is doubled, making him 1800 attack for this turn. And now Junk Warriors effect kicks in, he gains the attack of all my face up level 2 monsters, Speed Warrior is a level 2 monster, so he gains 900 attack, giving him a total of 3200! First Speed Warrior will attack your face down!" As speed Warrior darted over, he planted his foot right down on the card, it flips to reveal harpie Girl before she is destroyed. "Hahaha! now Junk Warrior, Go for the Amazoness Swords Woman!" Just like Harpie Lady, Junk Warrior moves at impressive speed and high knees her in the gut. Surprisingly, Both Eclipse and Enigma groan as they were the ones who lose life points. "Gah! Hey! What's the deal!?"

"Amazoness Swords Woman's effect, that's what! All damage involving her is dealt to you!" Applejack manages a smile.

"You are a lucky one! But you are not spared yet, Gagaga Cowboy will now attack you!" Eclipse said in a low tone as he narrows his eyes.

"I activate my face down! Amazoness Willpower! I Special Summon back My Amazoness Swords Woman from the grave, and she is forced into a counter attack. Now, you can activate your effect again and use your last Xyz material and destroy mah card, but you take the damage, or, you can allow both our monsters to destroy themselves. Your choice partner." Said Applejack with a smirk.

"GAH! You better activate my cowboy's effect Eclipse!" Said Enigma gritted his teeth as he looks to Eclipse.

"But we will take 1500 points of damage! We will be losing!" Eclipse protested.

"I cannot afford to lose my Cowboy just yet because of your stupidity! ACTIVATE HIS EFFECT!" Shouted Enigma, the shadows on his back becoming aggitated.

"GRRR FINE! I activate Cowboy's Effect!" Said Eclipse. Detaching the last Xyz material, Cowboy gained 1000 attack and Swords Woman lost 500. As Cowboy shot and destroyed her, Eclipse and Enigma once again groan as they lose more life points.

"Alright professor Farm Pony!" Cheered Yona.

"You got this Honest Applejack and Loyal Rainbow Dash. Don't lose focus!" Shouted Rockhoof from the crowd.

"You will pay for that Element! I am going to enjoy watching the soul being ripped from you forcefully!" Eclipse growled

[Harmony 6900/ Shadows 4800]

[Eclipse 2 cards]

"Heck Yes! Nice move Applejack! You almost depleted half their Lifepoints!" Said Dash as she drew. "I summon Harpie Channeler! {1400atk. 1300def. Lv4} Now, I will activate her effect, by discarding a 'Harpie' card from my hoof, In this case Harpie Perfumer, and I can special summon any 'Harpie' monster from my deck in defense mode. I special summon Harpie's Pet Dragon! {2000atk. 2500def. Lv7}. I'm not done with special summoning yet! Now I activate my face down, Call of the Haunted! Allowing me to special summon one card from the grave, I choose my Perfumer! {1300atk. 1400def. Lv4}. Now I can activate Her effect! When normal or special summoned, I can add one spell or trap card from my deck to my hoof that lists 'Harpie Lady Sisters in it's text. I chose the spell Harpie's Feather Rest! Heh, now her second effect kicks in. Since that effect was activated while I control a face up level 5 'Harpie' card, I can add a second card to my hoof. this time I add the Trap Harpie Lady Elegance! While Channeler and Perfumer are face up on my field, their names are treated as Harpie Lady, meaning my Dragon's effect kicks in. it gains 300 attack and defense for each, so it has 2600 attack, and 3100 defense. Harpie Perfumer, Attack his speed Warrior!" Perfumer flies overhead and then darts down, planting her talons onto Speed Warrior's head, destroying him. The two Shadow Riders groan again. "Heh, Now I end."

"Bout time! I draw!" Said Enigma. "I summon the Zubaba Knight! {1600atk. 900def. Lv3} Now I play the spell Star Light, Star Bright! I target my Gagaga Cowboy and all face up monsters become that level. So Zubaba Knight is now a level 4 monster! Now I once again build the Overlay Network, with my two level 4s, I Xyz summon Zubaba General! {2000atk. 1000def. Lv4 Xyz}

[Harmony 6900/ Shadows 4300]

[Rainbow 5 cards/ Enigma 1 card]

"Your downfall starts with me elements!" Shouted Enigma. "I detach one of my Xyz's materials to activate my General's effect. I take the last card in my hoof, the Dododo Witch, and equip her to my general, he then gets an attack boost equal to her attack, which is 1200. Giving him a total of 3200! Since you foolishly left your Harpies in attack mode, I will attack your Perfumer!" The Zubaba General takes its giant Sword and cuts Perfumer in half. "While I'm at it, our Junk Warrior will take out your Channeler!" Junk Warrior does a roundhouse kick that destroys Channeler. The amount of Life points the both of them just lost is painful enough to knock both Dash and Applejack to their knees as they wince in pain. "No more games Eclipse. Upon your next turn you finish this!"

"It will be my Pleasure." Said Eclipse through gritted teeth, standing ominously and ready to finish the duel.

[Harmony 4000/Shadow 4300]

"if you think this is my last turm, then your nuts!" Said Applejack as she drew. "I Summon the Amazoness Paladin! {1700atk. 300def. Lv4}. She has an effect that gives her 100 extra attack for each Amazoness on the field, counting her. so she has 1800 attack! Not only that, I activate the spell, Amazoness Fighting Spirit! giving Amazoness Paladin 1000 attack points while she attacks a monster stronger than her, So Eclipse, I will attack your Junk Warrior, skyrocketing her attack to 2800!"

"Oh no you don't! I activate my face down, Scrap-Iron Scarecrow! Your attack is negated, and my card is flipped back face down!" yelled Eclipse.

"No! All I can do now is end." Applejack began to worry.

[Applejack 3 cards]

"Draw!" Said Eclipse. "Finally, get ready Enigma, it's time for the finishing blow!"

"I'm with you." Enigma gives him a nod.

"First, I activate De-Synchro! This splits my Junk Warrior back into the two monsters that were used to summon it, Junk Synchron and Junk Defender!" Said Eclipse. "Now, I summon Tuningware! {100atk 300def. Lv1} Despite being a level one monster, During a synchro Summon he is treated as a Level 2 monster, For a total of 7, Which I now tune for! Synchro Summoning Junk Berserker!" {2700atk. 1800def. Lv7 Synchro} Junk Berserker lets out a loud battle cry as it is summoned, intimidating Dash and Applejack a bit. "Hehehe... Now that Tuningware is in the grave because of a synchro summon, I draw a card. Now, I activate my partners first face down, Stop Defense. This forces your dragon into attack mode. Since you lack Harpies, it's attack is back down to 2000! But I activate Back up Rider, giving Junk berserker 1500 more attack points! All for a total of 4300 attack! Now for my second face down, Spell Purification! By discarding one card, I destroy one continuous spell, I destroy Amazoness Fighting Spirit!" The Card Shatters, Both Applejack and Rainbow Dash back up a bit, their eyes were wide as a feeling of dread washes over them as Eclipse's turn continues. "Now for my partner's last face down, Rush Recklessly! I target his Zubaba General and it gains 700 attack! Making him 3900! Do the math! That's a grand total of 8200 attack between our two monsters! After damage calculation you will lose 4400 life points!"

"But we only have 4000!" Cried Applejack, her eyes full of fear.

"Then your doom is sealed!" Shouted Enigma! The power of the shadows behind his cry.

"RAINBOW! APPLEJACK!" Twilight cried out,.

"Junk Berserker!" Yelled Eclipse.

"Zubaba General!" Yelled Enigma.

"Wipe out their monster and end this duel!" They both said in unison. Junk Defender Swings his massive Morning Star at Harpie's pet Dragon and clobbers him in the side of the head, while Zubaba General's massive Sword crushes Amazoness Paladin. Applejack and Rainbow yell out in agonizing pain as the rest of their life points hit zero.

[Winners: Eclipse & Enigma]

The Pillars, the Students, and the rest of the Mane 6 had the look of pure shock on their faces. Applejack and Rainbow fall to their knees as they lose.

"That was far more annoying than it should have been." Eclipse huffs.

"It matters not now, we did what our master wanted, and now their souls are forfeit." Enigma only eyes down the defeated bearers.

"NO! You can't do that!" Yelled Twilight as she runs towards her friends, but the purple mist of the shadows creates an invisible barrier that cannot be broken. "No! NONONO! Let me in! You can't do this!" By now Rarity, Pinkie, and Fluttershy also quickly charge the mist trying to break free. Both Rarity and Twilight use their magic, but nothing gives way. They look through the mist to see some of the shadows start to surround Applejack and Rainbow Dash. They both try to fight it, but the mist snares them like a snake. The shadows then rises up, and then flows directly into their eyes, mouths, and nose violently as they both cry out in fear. "NOOOO! LET THEM GO!!!!" Enigma and Eclipse cackle like demons as they see the pathetic display of the others trying to save their friends. The Shadows finally let them go and both Rainbow Dash and Applejack collapse onto the ground as if they were lifeless. Tears swell up into the eyes of the four of the remaining mane 6 upon seeing the horror in front of them. "Please no... Please... this can't be happening."

"Believe it Element. Our job is done, and we have pleased our Master." Eclipse smirked a devilish smile. Starswirl steps forward to confront the two Shadow Riders as the others are inconsolable.

"You fiends! You will pay for this!" Starswirl declared loudly.

"Zip it Beardy! We don't want to hear your empty threats!" Hissed Eclipse.

"This is no EMPTY THREAT!" Shouted Starswirl, striking the barrier hard with his magic, hard enough to make the Shadows Riders flinch back. "By the power invested in me, I will not rest till I see you, and your master banished to the Shadow Realm where you will spend eternity!" Eclipse grits his teeth and stares angrily at Starswirl. Enigma keeps his cool and stares at Starswirl as well.

"This is not the last you have seen of us Starswirl. Your time will come as well. You and the rest of the elements will be consumed by the Shadows, and then we can shroud this world in darkness." Said Enigma. Slowly the Shadows grow and cover up both of their bodies. The shadows get so big it completely covers Eclipse and Enigma who are engulfed. The Shadows then slowly start to shrink until they are no more, and both Eclipse and Enigma are gone. By then the mist dissipates and the barriers are no more. Causing Twilight, Pinkie, Rarity, and Fluttershy to swarm their fallen friends. They hold them close as they remain unresponsive.

"Dude.... This totally didn't just happen." Said Sandbar as the moment still has left him in shock.

"I...I think it just did." Said Smolder. Then, there were some claps and some cheers coming from the other students who were drawn in by the action. They were oblivious to the severity of the situation.

"Nice play professors!" one Student said.

"That was great acting!" Said another.

"Is the school starting a drama club!? I'm totally signing up!" Said one more student.

"Enough, you all return to your dorms. This has been enough for today." said Starswirl, turning to look at the other students. They all look at eachother and shrug before leaving the courtyard to go to their dorms.

"We gotta get these two to the infirmary! Rockhoof, we need you to carry them!" Said Mistmane.

"Aye, say no more!" Said Rockhoof.

End of Chapter 10

Chapter 22: Seige of the School Part 4

Flash Magnus was in the middle of a duel himself in the middle of the school's gymnasium, going against a Shadow Rider who was on the verge of losing. Flash, showing no mercy to the Shadow Rider, delivers the final attack with his Gearfried. Flash shuffles his deck, ignoring the pleas of the Shadow Rider and places his deck back into his duel disk. He turns around surprised to see a second Shadow Rider behind him, unfortunately for him, it was End who was challenging him.
"Impressive Element, you defeated my fellow shadow and showed your cold-bloodedness by being ruthless." Said End.
"I show no sympathy to you, Shadows. I lost friends to freaks like you, I will not lose more. I will crush every single one of you." Said Flash.
"Hehehe, My my I love the lack of empathy. You would have been a great Shadow Rider." Said End.
"I should smack you for even suggesting such a thing!" yelled Flash stepping forward.
"Your emotions are strong, yes, you would have been very powerful." Teased End as he smirked.
"Enough Shadow! This conversation is over!" Yelled Flash holding up his duel disk. "If you came for a duel, then duel me! You will not get in my head with mind games!"
"Very well Element." Said End as his duel disk manifests from the Shadows.

"DUEL!"

[Flash Magnus vs. End]

"I will go first! Draw!" Said Flash. "I summon Mid Shield Gardna! {100atk. 1800def. Lv4} Once per turn I can flip him into a face down defense position, which I do! Now I set one card face down, and that is my turn."
"My turn, I draw!" Said End. "Since you control a monster in your monster zone, I can special summon Cyber Dragon from my hoof. {2100atk. 1600def. Lv5} Now I will normal summon my Cyber Dragon Core. {400atk. 1500def. Lv2} When Cyber Dragon Core is summoned, two effects kick in. The first is that while on the field and in my grave, my core is treated as if he is a Cyber Dragon. The second is when Cyber Dragon Core is summoned, I add one "Cyber" spell or trap to my hoof, I add Cyber Repair Plant. Now, I attack your face down with my Cyber Dragon!" Cyber Dragon rears its head back before firing a strong electric blast from its mouth, destroying the face down card. "Now Cyber Dragon Core will attack you directly!" Dragon Core is also able to send out a small electrical spark that swiftly hits Flash, but it does nothing to him.
"Ha! Fell for it Shadow! I activate my face down Defense Draw! During Damage Calculation, I take no damage and I draw a card!" Said Flash.
"Very well, draw your card and I will end." Said End.

[Flash 5 cards/ End 5 cards]

"My move, Once again, I set one monster face down, and I place two cards face down. Your move." Said Flash.
"A defensive player huh? Good thing my Cyber Dragons can beat over anything." End bragged as he drew his card. "I Activate the Spell Polymerization. With the two Cyber Dragons on my field, I fusion summon Cyber Twin Dragon! {2800atk. 2100def. Lv8}" The massive two headed Cyber Dragon is summoned to the field, and both heads roar as Flash, who doesn't back down. "Prepare to lose a large chunk of your life points Element, Because Cyber Twin Dragon can make two attacks a turn. So When he is done chewing on your face down card, he'll attack you directly! Cyber Twin Dragon, Attack!" Commanded End. One of the heads of Cyber Twin Dragon dashes towards the card to bite it, but Flash Magnus only smirks, as he had a trick up his sleeve.
"Not so fast Shadow! You attacked my Twin-Shield Defender! {700atk. 1600def. Lv4}" The monster flipped face up as it was attacked. "Now that you foolishly attacked him, I activate my face down, D2 Shield!" Twin-Shield Defender places his two shields together and bashes the incoming dragon with it, Sending its head back painfully.
"Gah! What on earth did that do!?" Demanded End.
"D2 Shield is Twin-Shield Defender signature trap card! it doubles the defense of any face up defense monster on my field, This made my monster's defense 3200 just before the attack! Heh, I guess two shields are better than two heads!" Teased Flash.
"I will get you back for that! I end my turn!" Yelled End.

[Flash 4000/ End 3600]

[Flash 4 cards/ End 5 cards]

"My turn once again! Draw!" Yells Flash getting really into the game. "I tribute my Defender to summon Total Defense Shogun! {1550atk. 2500def. Lv6} Now his effect kicks in, When he is normal or flip summoned, he goes straight into defense position, and he may now attack, while in defense position! Since he still uses his attack points for his attack, I activate the spell Sword & Shield! This swaps his attack and defense points around until the end of the turn."
"So, you wish to attack me? Amusing. But even with your Shoguns attack switched it's still too weak to beat over my Cyber Dragon." Said End.
"That's because I'm not done." Said Flash. Now I equip him with Lucky Ax! This gives him 500 attack points, making his total attack for this turn 3000! Total Defense Shogun, Destroy Cyber Twin Dragon!" The Shogun Wields his new ax, Staying in his crouched Position, he throws his ax hard like a boomerang and chops off both heads of the Cyber Dragon, it falls dramatically before being destroyed. "Yeah! I end my turn, and Shogun's attack is dropped to 2050!"
"You...I will make you pay for destroying my dragon!" Said End clenching his teeth as he drew. "Since you control a monster and I don't. I special summon my second Cyber Dragon! {2100atk. 1600def. Lv5} Now I summon Proto-Cyber Dragon! {1100atk. 600def. Lv3} While face up on my field, it is considered a cyber dragon. That means I can play this Photon Generator unit! This lets me tribute two cyber dragons on the field to summon Cyber Laser Dragon from my deck! {2400atk. 1800def. Lv7}. Now, to get past your pathetic Shogun, I activate Lightning Vortex! I discard one card and all face up monsters on your side of the field is destroyed!"
"GAH!" Shouts Flash as his shogun is destroyed in front of him.
"Cyber Laser Dragon! Attack him directly!" Shouts End. Cyber Laser Dragon charges up his lazer on his tail and then fires it at Flash, causing him a significant amount of pain.

[Flash 1600/ End 3400]

[Flash 3 cards/ End 1 card]

"GuH! Man that...freaking hurt!" Said Flash. "But if you think this will keep me down, you are mistaken! I draw! I summon Gearfried, The Iron Knight!" Gearfried is summoned and stands in front of Flash protectively, as he knew flash was hurting. "Hey there pal, I'm good. I still got this. Now I activate the Spell Release Restraint! This allows me to change my Gearfried the Iron Knight, into Gearfried the Swordmaster! {2600atk. 2200def. Lv7} Gearfried's armor cracks and then shatters to reveal Gearfried the Swordmaster underneath. He had a very angry expression on his face with gritted teeth, staring down End.
"Vile, putrid beast!" Shouts Gearfried.
"Cute, that's really cute." Mocked End.
"I equip gearfried with the Legendary sword, to activate his effect!" Said Flash as Gearfried threw down his old sword, as a knew one magically manifests in his hands. "Each time I equip Gearfried with an equip card, he instantly destroys one card on your field, I destroy your Laser dragon and then gearfried will attack you directly with his new attack strength of 2900!" Gearfried uses his muscular legs to launch himself into the air. He heads towards Cyber laser dragon who then aims his lazer at Gearfried. As Cyber Laser Dragon powers up his lazer, Gearfried quickly thrusts his sword into the mechanical eye of the dragon, who then lets out a loud robotic screech. Gearfried then pulls his sword down and jumps from the dragon as it explodes in a fireball. Gearfried lands in front of End and with his sword, slashes him and knocks him to the ground hard.

[Flash 1600/ End 500]

[Flash 1 card/ End 1 card]

End slowly gets back on his hooves and makes a hissing noise towards Flash. Flash, intimidated by him, takes a few steps back.
"Element! I will make you pay for that! I draw!" Yelled End. "First I activate Pot of Greed to draw two cards! Now I activate my Cyber repair plant! Since My Cyber Dragon Core is acting as Cyber Dragon, that means I have 3 in my grave, so I activate both of this card's effects! I bring a Cyber Dragon into my hoof, and the second is sent to my deck and shuffled. Now I activate the Cyber Dragon core in my grave! I Banish it, and special summon the Cyber Dragon from my deck!...Heheheh... It's over Element, you dueled well, but not well enough."
"You seem far too sure of yourself Shadow, What makes you think you won? My Gearfried is the strongest monster on the field." Said Flash.
"Because the last 3 cards in my hoof, are my other two Cyber Dragons, and the Spell Power Bond!" Said End. Gearfried has a visible reaction, but Flash is confused.
"What on earth is Power Bond?" Asked Flash.
"Allow me to show you!" Yelled End. "I activate Power Bond! Now I can fusion summon a monster using the material on my field and in my hoof to fusion summon the Cyber End Dragon! {4000atk. 2800def. Lv10 Fusion.}" The Dragon began to rise up on the field, dwarfing the two players. The sheer size of Cyber End Dragon shakes Flash to his Core, he has no current counters for a monster with that much attack. "It's far worse for you element, with Power Bond, Cyber End Dragon's attack is doubled to 8000!"
"8000!?!?!?" Flash yelled out in awe at the total attack. Cyber End Dragon Roars loudly as he powers up. "That's overkill! Thats....thats.... " Flashes voice trails off as he recognizes the irony of the situation. He let his hatred get the better of him, and was showing no mercy to the Shadows, now, they are showing HIM no mercy. He hangs his head in defeat, as there was nothing else for him to do.
"Goodbye Element!" Yelles End as his dragon powers up his attack and fires the biggest bolt of electricity at Gearfried. Gearfried cries out in agony before being destroyed, the explosion knocks Flash into the wall behind him.

[Flash Magnus vs. End: Winner End.]

End watches with a sinister grin on his face as Flash lays on the ground helplessly. The Shadows waste no time in surrounding him like a vicious predator. before he could react the shadows pounce on him like a lion, Taking his soul and leaving him lying on the ground like a husk. End chuckles at his work before looking at his fallen Shadow that was beaten by Flash earlier.
"That's two souls for the master." Said End. That's when a huge clump of Shadow magic appears before End, he looks at it and eventually sees the face of Enigma appear.
"End, Karma, Eclipse, and Macabre, Are you there shadow brethren?" Asked Enigma.
"Yes, Shadow Brother. What is it?" Asked End.
"Of course Shadow Brother, why are you contacting us?" Eclipse's voice can be heard coming through as well.
"The Master has called off this attack, we must head back to the Hollow Shades." Said Enigma.
"What!? But we have them right where we want them! They are losing numbers rapidly!" Argued Karma's as her voice came through as well.
"Yield Shadow Sister, these are the Master's orders, not mine. Besides, we have lost too many, we came as Eleven, and now it is just us five left. The master needs our souls to stay with us so that we may aid him in his final part of his return." Said Enigma.
"Very well, then we must get to him. Everyone exit the school and call off the shadows. Our work here is done." Said Macabre as his voice is the last to come through. The clump of Shadows disipate. End takes one last look at his fallen Shadow before letting out a sigh. He covers himself in Shadows and teleports outside the school

End of Chapter 22