Flash Sentry Chronicles: Evil's Uprising

by Banshee531

Rating: everyone
Tags: Adventure, Flash Sentry, Main 6, My Little Pony: Friendship is Magic, Alternate Universe, Other, Romance, Original Character, Spike, Comedy
Length: 20986

With Equestria appearing to be at peace, Twilight and her friends hope their lives will become less insane. But an announcement by Celestia throws that all out of whack, along with the return of enemies new and old. How will Equestria survive?

With everything around Equestria appearing to be at peace, Twilight and her friends all hope that their days of adventures and danger might have come to an end. But that all changes when Twilight is given some interesting news from Celestia.

Meanwhile, a new threat has appeared and will gather the forces of evil that once threatened this world. An adventure that will change Equestria forever is just about to start, so how will our heroes handle it?

Edited by KingJoltik

TVTropes

Published 2023-02-07 07:00:00 UTC
Last updated 2023-03-07 07:13:58 UTC

Chapter 1

Author's Note

Welcome, my friends, to the second to last story of this long running series? How will things turn our for our heroes? Only time will tell.

Chapter 1

It was a peaceful Summer Day in Equestria, where everything was absolutely perfect. Since most ponies didn't know about the recent return and near invasion of jakhowls, many were enjoying the summer. Ever since the near lost of all magic, nothing else bad had happened. There weren't any monster attacks, returning villains from a thousand years ago, or even colts or fillies littering. It was as if somepony had told all the bad things in the world to take a break, and the ponies were enjoying every minute of it.

But as this happened, certain ponies had their peace end with the arrival of an urgent summons from Princess Celestia. And two of those ponies were racing through the countryside toward Canterlot. Flash and Twilight flew as fast as they could, Spike Pyro Dragon right behind them. The pair had been at a special meet and greet in another town, hence why they were currently flying to Canterlot instead of using their Rune Gate. The pair's bodies were straining to keep going, but they refused to stop.

And as they reached the outskirts of Canterlot, they saw the rest of the Mane Seven standing at the entryway. They quickly shot past them, the girls racing after them. "Oh!" Fluttershy spoke up, "Thank goodness. We're all here."

Twilight glanced back at the five, seeing they all looked as worried as she was. "So everypony got an urgent summons to the castle with no explanation?!"

"Yup!" Pinkie nodded, "I just love a good mysterious summons. What's it about? Do you think it's a surprise party? Hey! Why are we running?"

Flash rolled his eyes, as Twilight turned to her, "Because something could be terribly wrong! Somepony turned bad?! Another evil creature back for revenge?!"

"Don't you think you're bein' a little paranoid?" Applejack chimed in.

"I'm with Applejack," Flash added, "It hasn't even been three weeks since what happened with the jakhowls. I doubt anything that big is scheduled to happen."

"But then why would the princesses send scrolls in such a hurry?!" Twilight yelped.

"Good point," Rarity nodded, "They know better than to make us worry."

"Plus," Pinkie laughed, "I like it when you run so fast, the walls get all blurry!" She turned to stare at the zooming walls for a moment, then looked back to show her eyes were all swirly. "Wheeee!"

"Race ya!" Rainbow exclaimed before shooting forward so fast that Pinkie was knocked into a roll, but she still managed to keep moving forward. They all reached the castle in record time as the guards barely had a moment to realize who they were before they shot past them, heading straight to the throne room. They then burst in, Flash quickly drawing his sword as they all slid to a stop, most trying to catch their breath, only to be greeted to the sight of Celestia and Luna smiling at them.

"Excellent," Celestia declared, "Thank you all so much for coming."

"What's wrong?!" Twilight asked in panicked haste, "What can we do?!"

They braced themselves for whatever insanity they were gonna have to face, only to see Luna shine a big smile. "That's just it. Nothing's wrong! Everything's perfect!"

The eight shared a glance, Applejack asking what they were all thinking. "Did y'all call us down here just to tell us that?"

They nodded, Rarity stepping up next, "With all due respect, majesties, you might want to save your urgent summons for matters that are a bit more...well, urgent!"

This statement was met by a round of giggles from the Royal Sisters, "Well," Luna went on, "There is more to it. Equestria is currently enjoying its longest period of harmony in recent years."

"What are you talking about?!" Flash yelped, "It's barely been a month since we almost got invaded by a bunch of time-warped aura wielding canines!"

"True," Celestia nodded, "But you managed to stop it from escalating to a full-blown invasion. Now Springer is the new leader of the jakhowls, and will likely keep the peace with Equestria for years. Peace in Equestria looks to be unbreakable now and it's all thanks to you, Twilight." The purple alicorn blushed at this, only for Celestia to gesture to the rest, "And your friends, of course."

"Who, us?" Spike asked with a smug expression.

"Oh, pshaw." Rarity giggled as Rainbow crossed her hooves.

"It's about time you noticed!"

"Thank you!" Twilight bowed as Luna continued.

"Because of your efforts, there's been less and less for us to do."

Celestia nodded. "So, after much consideration, my sister and I have decided it is time for us...to retire!"

The ponies all gasped at this, the group shocked into silence that Flash eventually broke as he rubbed his ears. "I'm sorry. I think I might have some wax or something in my ears. It almost sounded like you just said you were retiring."

"We are," Luna replied with a smirk.

And as she said this, a bright flash of light shined in the room. "Breaking news!" Discord exclaimed as he appeared in a reporter pony outfit. "The royal princesses retiring! I have so many questions!" He flew over to the pair. "Who'll take over? Who will run Equestria? Will it be someone tall, dark, and handsome? Or will it be the Lord of Chaos?" Several copies of his dragon claw appeared around him, all pointing at him, only for Celestia to give him a smirk before pointing at the true new ruler: Twilight. "Oh, fine. Go with the obvious choice."

Twilight let out a horrified noise, the others turning to her and sensing a freakout coming at any second. "You're retiring?!"

"Princesses can retire?" Spike asked, making Luna chuckle.

"Of course we can. I, for one, am looking forward to a little R&R. Maybe a trip to Silver Shoals."

"But what about all the stuff you two do?" Flash asked, "Raising and lowering the sun. Celestia's school. Luna, what about Trixie?"

The pair smiled back, "We've made arrangements for all of that. Cozy's little incident had several benefits, including forcing us to infuse an amulet with our abilities being one of them. That and my school has plenty of capable teachers that will be able to run it perfectly."

"As for Trixie," Luna continued, "She has well surpassed the point when she needs my help in learning what she wants to learn. Much like how Twilight was sent to Ponyville, she will need to start branching out on her own and forge a path for herself. Trust me, we have planned out our retirement perfectly."

"And you want me to take your place?!" Twilight asked, Celestia and Luna nodding and going 'mm-hmm!'

"With the help of your friends, of course!" Luna added, Twilight now shaking as her eyes showed a blue screen, Flash nudging up to her and patting her with his wing.

"We can't think of anypony more worthy." Celestia continued as she placed a hoof on her shoulder. "Over the years, we've watched you grow. You've faced task after task..."

"...challenge after challenge..." Luna walked over next while Discord floated past them.

"Countless adversities, yeah, yeah, yeah, we get it..."

"And you've always prevailed," Celestia finished.

"Thank you," Twilight replied while still looking terrified. "But that doesn't mean that I'm...that we're ready to do what you do!"

"Oh, of course you are." Celestia stepped back, "I realize this is a lot to take in, but-"

"Nope!" Rainbow interrupted, the pegasus mare smirking. "Makes perfect sense. We're awesome!" The others gathered around as Rainbow suddenly gasped. "Wait...does this mean we get all your powers?! Ooh, ooh! I call dibs on showing up in everypony's dreams!"

Celestia would have said something, but Twilight grabbed Rainbow and pulled her back. "You can't be ready to step into their horseshoes just like that!" The nervous alicorn stated.

"Well," Applejack shrugged, "If the princesses think it's time to retire, we're not a bad choice. We always have Equestria's best interests at heart."

"That's a fair point..." Twilight nodded before taking out a pad and quill. "Which should be taken into consideration when we have a round table discussion-"

"Well," Rarity butted in. "I'm in!" She then took out a measuring tape. "Darlings, we'll all need a complete wardrobe update!" She then smiled at the princesses, "And I would love to pick your brain about mane maintenance when you have a moment."

"Would I be allowed to help rule Equestria?" Flash asked, "I'm a Royal Knight. Aren't I supposed to be subservient to the ruler?"

"You will be," Celestia nodded, "Twilight will be the ruler and you'll act as her advisor, much like how Grand Hoof and Skybreaker have helped advise me from time to time. Nothing about your station will change." She gave him a cheeky smile, "Except the fact you'll be sharing a bed with the most powerful figure in Equestria."

Flash and Twilight blushed at this, as Fluttershy spoke up. "As long as we all have each other, I'm sure we can do it!"

"Yay!" Pinkie cheered before holding out her hoof. "Protectors of Equestria! On three! One... two..." The others all put their hooves in, leaving only Twilight, only for them all to stare at her, making her sigh.

"If you're all on board..." She gulped, "I guess I am too." She placed her hoof with the others and the eight of them all cried out in unison, "PROTECTORS OF EQUESTRIA!" They threw their hooves into the air and Twilight sighed again. "It'll be a bit of an adjustment. But I imagine the transfer of power will be a lengthy process, which will-"

"Actually," Celestia chimed in, "We just need a few days to put together a little ceremony." Twilight previous calm demeanor completely vanished as she nervously chuckled.

"A few DAYS?!" The others moaned, seeing their big speech had been rendered completely useless. "But that's so soon! Shouldn't there be some sort of training program that lasts weeks? No, months, if not YEARS?!"

The royal sisters chuckled, "Everything you've gone through over the years has been a training program."

"Wait," Flash held up a hoof, "Have you been grooming Twilight for this since the day you met her?"

"Of course not," Celestia shook her head, "I had smaller expectations when I first met her, but she just kept upping the ante. When she became a princess, I had hoped she would grow into somepony capable of taking my place. But even I did not expect her to grow into that role so quickly."

"Okay..." Twilight gulped, "But there's gotta be a guide or a rulebook!"

"Yes," Discord appeared next to her. "I have it right here." He did have a book of some kind, which he started flipping through, "How to Rule Equestria, by Nopony McPretendsmith." Had Twilight not been so frazzled by this whole situation, she probably would have realized Discord was joking with her. And before she could read even a sentence, he snapped it shut and puffed it away.

Luckily, Luna was there to comfort her. "The friendship journal you wrote yourselves is a better guide than any we could provide." She held up the book, which she floated over to Twilight. The alicorn held it to her chest, but then started hyperventilating.

"We have the utmost confidence in you," Celestia added.

Luna nodded, "And we hope you have the same in yourself." Twilight continued to pant while using her magic to pull a paper bag out of Pinkie's mane to try and control her breathing.

"Oh," Discord chuckled, "I'm absolutely certain she does."

"I am not confident about this at all!" Twilight cried, as she, Discord and the friendship council were now in the map room, all trying to calm the alicorn down.

"Well, that's what I thought," Discord proclaimed, "And I was being sarcastic before." He was using a fork to brush his beard and sprayed it as the others glared at him. "What? This is all so predictable. Now's the part where you all tell little Sparkle here that everything is going to be fine, but she won't believe you."

Flash opened his mouth to respond, only to sigh, "He's probably not wrong."

"No probably about it," Discord cackled, "Ugh. I don't need to be here for this."

He disappeared and everypony focused back on Twilight. "Just relax," Flash started, "Everything's going to be okay."

Twilight's facial expression said otherwise as Applejack pushed her over to her throne. "It's just...I know I said yes, but then they said 'in a few days,' and there's still so much to figure out! It's all happening so fast!" She grabbed the paper bag again and kept breathing into it. "I think I need some-" She didn't get to finish as Rarity floated a glass of water in front of her, the alicorn taking it and gulping it down. "Okay! I'll feel much better-"

"Once you make a plan?" Rarity asked as Spike flew down holding a quill and paper.

"Oh, wow. It's like you-"

"Knew you were going to react this way?" Spike interrupted, "We did."

Pinkie appeared from behind the throne, "Classic Twilight-ing."

"Twilight-ing?!" The princess yelped, "You...You made me a verb?!" Pinkie nodded as Twilight slouched against the table.

"Honestly," Flash smirked, "I wanted to go with 'going Twily-nanas. But, I was outvoted." The others laughed as Applejack placed a hoof on her shoulder.

"It's not a bad thing. We just know you have a...process."

The others nodded, as Rainbow flew up to her. "Stage one. You get big news and you're like Nooooo!," The others smirked at the horrified face Rainbow was making. "But then you pace, and you chart, you worry..."

"You keep me up at night as you pace, chart and worry," Flash added.

Fluttershy patted Twilight on the hoof. "It's okay. You go ahead and Twilight, and we'll be here for you."

Twilight glanced back up at this as she exclaimed, "But...but...how are you all acting so calm?! This is a big deal! What do we do if something big happens and the princesses aren't there to help?!"

They all shared glances before Rainbow replied, "Um, if you think about it, they literally almost never help."

"Huh," Applejack scratched her head.

"Well," Flash added as he put a hoof to his chin, "The first few big events needed the Elements of Harmony to take down, so Celestia and Luna couldn't exactly help in any way. And by then, Celestia trusted us enough to leave the remaining issues to us."

"And we still always win!" Pinkie cheered. "Like when Sombra almost took back the Crystal Empire, or when Chrysalis pretended to be Cadance, or when Tirek came back and absorbed all the magic, or the other time Chrysalis tried to take over, or with Cozy Glow and the school!" She took a deep breath, "Am I missing anything?"

"Pony of Shadows," Flash pointed out.

"Lightning and the Alicorn Amulet," Rarity continued.

"Starlight when she was evil," Spike reminded.

"Discord when he was evil," Fluttershy added.

"Do Flim and Flam count?" Applejack asked.

"Plus Shadow Corrupter, Malafear, the Storm King, Shadow Corrupter when he became Void, all those times Shade showed up, not to mention all the insane missions me and the rest of the Royal Knights were sent on...which also had Shade." Flash finished with a slight sigh.

"See?" Rainbow laughed, "We've almost always done things without the princesses' help! Which makes sense now because it was all just training for you to take over!"

"And it worked!" Spike chimed in, "I mean, if you think about it, there hasn't been a single villain that we couldn't defeat."

"Phew!" Twilight sighed in relief, "I guess you're right. We do have a pretty good track record. Together, the eight of us should be able to keep Equestria safe."

"Not just the eight of us," Flash added, "Like I said, the Royal Knights have stopped just as many crazy evils. You'll have me, Grand, and all the other knights to help you deal with whatever you need."

Twilight smiled at him, but as Flash glanced away, his smile vanished. Despite how optimistic he was being, his mind flashed back to when he was at Aurarora. The vision that Clair had shown him. The destroyed Ponyville and the image of the ponies he saw, though he still had no idea who it was that had been the cause, or even if they were the cause. He had been on edge ever since seeing that vision, being extra cautious on patrol, but so far nothing out of the ordinary had happened.

He had recently been considering mentioning this to Twilight and the others, but now was the absolute worst time to do it. If Twilight heard Ponyville was destroyed, she would of course jump to the conclusion that her becoming the new ruler was responsible. Flash hated to keep a secret from her, but she had enough on her plate without worrying about another possible disaster on the horizon. So until he knew more, he would keep this information to himself.

And in that moment, the doors of the thrones room opened up. "Hey!" Soul's voice called out, making them turn to see her and Heart enter the room. "You all get called by the map or something? We couldn't find any of you all over town!"

"Nope!" Pinkie chimed in, "We got called by the princesses."

"Why?" Heart asked, "Is something happening? Is somepony attacking us again?"

"Not this time," Flash replied, seeing the fierce glare about to appear on the colt's face. He wasn't as moody as he had been, but he was far from the peppy colt he was supposed to be. Ace and Mira no longer being around didn't exactly help either. "Long story short, Twilight's gonna be the next ruler of Equestria."

The twins stared at them for a moment, both blinking in unison, then shot across the room and got right in Twilight's face. "WHAT!?" Twilight covered her ears at this as the others laughed, Flash's thoughts about the ominous future he saw slowly being forgotten as Twilight slowly explained everything.

For now, they would focus on the good things that were happening and not dwell on the possible issues that may or may not happen. For now, everything was peaceful.

In a dark forest, the queen of the changelings was standing in a circle of trees. The trees had slime around them, turning it into a comfortable enough nest for her to live in.

"One day!" She exclaimed, "One day you'll see! I will defeat Twilight Sparkle and her friends!" She let out a cackle, "And they will pay for stealing my kingdom!" She was making this grand declaration to a log which currently had the image of an unreformed changeling burned into it.

She turned to another log and picked it up, using her magic to burn another changeling face into it. But before she could start talking to it, a black shadow enveloped her and she completely vanished while the logs fell to the ground.

Deep below the earth in the ancient prison that was Tartarus, two of its most important prisoners were still trapped. The figure inside the larger cage scratched another line into a tally chart, another of hundreds of days that he had been stuck in the accursed prison. Things couldn't be any worse. "Psst, Tirek!" Tirek thought too soon, the de-powered centaur turning to the filly in the smaller cage.

"It is Lord Tirek," he growled, "And what is it now?"

Cozy Glow smiled at him. "I just wanna make sure you can see my best friends rock sculpture from over there!" She pointed to a spot between their cages, where a bunch of rocks were stacked together to show Tirek carrying Cozy on his shoulder.

The centaur stared at it, then at the tallies before letting out a groan of frustration. If he didn't get out of there soon, he would go even more insane.

And as if the universe was answering him, a whiff of black smoke suddenly engulfed him and he vanished. Cozy's eyes went wide, only for another whiff to take her as well, causing the statue to completely fall apart. As such, Cerberus wouldn't notice for hours that its two most important prisoners were gone.

In another underground area, a figure hidden in the darkness stared down at the ground before using a stick to draw a circle in the ground, which glowed green as runic symbols appeared inside it. They then drew a line through it, followed by a figure eight. The light spread to this marking as it began to spin, the symbol in the middle switching between an eight and the infinity sign.

The mark continued to spin until the light shot off, swirling into a tornado of green energy.

The figure walked away as the tornado slowly began to mix with another tornado. This one was made of black smoke, which appeared within the green vortex and soon overtook it. And within the fused tornado, a pair of eyes appeared. A pair of red eyes with green whites that were surrounded by purple smoke.

Tirek and Cozy materialized within a chamber of stone and wood. They glanced around first, seeing the place was round in shape with a stone floor and multiple wooden ramps and staircases around the edge. Stone spikes stuck out of the ground and in the middle of the chamber, a stone table sat with a crystal atop it.

They were standing atop one of the staircases and before either could say anything, another whiff of smoke dropped Chrysalis off atop a ramp top. She spun around at this and gasped, "Lord Tirek?!"

"A changeling?" Tirek raised an eyebrow before turning to Cozy Glow. "See? She gets it."

Cozy rolled her eyes, as Chrysalis marched down the ramp. "Chrysalis, queen of the changelings! Or at least I will be when I'm restored to my rightful place!" She leapt off the ramp, landing at the foot of the stairs the two were scaling. "Why did you summon me?" She charged up her horn, "What do you want?!"

This made Cozy yelp, the filly leaping behind Tirek.

"Oh, golly! We didn't bring you! I thought you freed us from Tartarus!" She gave her the cutest look she could as Chrysalis flinched.

"Tartarus? Whoever pulled you from there must have been somepony very powerful indeed."

"More powerful than you can possibly imagine." The three leapt at the voice that now echoed throughout the chamber. Then, atop a walkway overlooking the stone table, a tornado of shadow appeared. It swirled with great power as a figure appeared within it. A figure that they all recognized.

"SENTRY!" They roared as the pegasi appeared from the darkness, but it didn't look exactly like the one they all knew. His coat was bleached gray, his mane and tail were short, and his face was covered in scars. But the most noticeable difference were his eyes, which were glowing like a certain formerly evil unicorn. He stood there, dark blue cloak covering his body while a pair of shadowy wings flowed out of his real ones.

The three growled, Cozy tilting her head at the differences. "You," Tirek snarled, "Did you bring us here to finally finish us off?! Well, I won't go down so easily!" Chrysalis nodded and charged up a blast as Tirek summoned what little power he had.

Flash smirked at this, only for Cozy flew between them. "Wait!" The two stopped before she glanced back at them, "I don't think this is the Flash Sentry we know."

"What?!" Chrysalis yelped, "But that's clearly-"

"She's right." Flash interrupted, the three now looking back at the pegasi.

Cozy put her hoof to her mouth, "Are you...are you the evil Flash Sentry that Princess Twilight and her friends fought before? The one from another timeline?"

Flash slowly nodded with a grin, "Indeed. You're clearly well studied. No wonder you were able to almost drain Equestria of its magic."

"You know about that?"

"Who is this?" Chrysalis hissed, "You said he wasn't the Flash we knew. Who is he then?"

"A Flash Sentry from another timeline, like she said." Flash replied, "In my universe, I realized helping others only ever ended in pain and misery. So, I chose to strike out on my own and discovered the secret to incredible power." He showed off his shadowy claws, "And you can see how well that turned out."

Tirek laughed at this, "Finally! A Flash Sentry I can get behind!"

This statement caused Flash to glare at him, "Don't call me that name. The name Sentry no longer has meaning. From now on, call me...Shroudheart."

Tirek and Chrysalis shrugged while Cozy tilted her head at him, "But...I thought you were lost in time. Twilight said you were thrown through time and lost to who knows when."

"I wasn't thrown through time. I was thrown out of it." The three raised an eyebrow, "I was thrown outside of time and space. Falling into a void where existence is just is."

"I'm confused," Cozy replied, the other two nodding.

"Basically, I existed outside of time. I didn't age, didn't grow hungry, tired or anything else. I don't know how long it's been since Twilight met me, but for me, it's been several millennia."

"Millennia?!" Cozy yelped, "What were you doing all that time?!"

"Watching," he replied. "Simply watching. Despite being outside of time, I could look into it and watch as different timelines played out around me. I couldn't interact or change anything about these timelines, so all I could do was watch. And I did. My oh my, the things I have seen. I've watched multiple universes come into existence and die out. I've seen how different certain things played out, seeing timelines split into new ones with every decision made."

"You saw all that?" Tirek asked.

"Oh yes. Let me tell you, things got weird sometimes. I saw a universe of Equestria that's completely different from our own." He shuddered, "That song is still stuck in my head. I'll never be able to rollerblade again." He shook his head, "I also looked into worlds similar to this one. There's one universe where Flash Sentry never became friends with Twilight, which also didn't have the Royal Knights or even jakhowls. Strange world that one. Almost everything else played out the same, but missing a few bits. I even saw what's happening now play out, only instead of me, a still evil Sombra was in my place."

"You've seen other versions of us in this situation?" Chrysalis asked, Shroudheart nodding.

"Yup," he then looked past them, "And I know who brought us here."

The others followed his gaze and turned to the entrance to the chamber as a shadowy figure appeared. It was a blue ram-like creature, with white hair and a tail. It had long curved horns on his head, and a red collar covered in bells.

"It was I," he stated as he walked passt them and around the table. "You may call me...Grogar." This got a gasp from Chrysalis and Tirek while Cozy looked confused and Shroudheart shadow-travelled down beside them.

"The Grogar?" Chrysalis gasped.

"I thought that you were a legend!" Tirek added while Cozy still looked confused.

"Who?"

"Grogar," Shroudheart told her, "I got to watch him in his hayday. He was quite a sight until his bewitching bell was stolen by Gusty the Great." He chuckled, "Boy was your face red." Grogar was about to speak, but the evil Flash copy mimicked his voice. "You have all been brought here as part of my plan to rid Equestria of Twilight Sparkle and her friends once and for all. Evil chuckle." They all turned to him, "That's what he said to us in the other timelines. And I'm guessing it's what he planned to tell us now."

Grogar growled at him, "You're quite well informed."

Shroudheart smirked and looked him in the eye. "I've seen everything that happens in all timelines. I know everything there is to know about this situation." His grin grew at this, "Everything." Grogar frowned at this while Shroundheart pulled away. "But if you want, I won't step on your hooves anymore." He made a zipping motion with his lips while the others turned back to Grogar. All three were wondering what he had brought them there for and what he planned to do in order to get rid of Twilight and her friends. But only time would tell.

Chapter 2

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Chapter 3

Twilight and Flash were sitting in the throne room, Twilight pacing as Flash prepared his Celestic Gear for battle. Heart and Soul were also there, Heart looking ready for a fight while Soul looked terrified. The doors then flew open as their friends ran inside, "Thanks for coming so quickly-" was all Twilight could say before a brilliant flash of light revealed Discord.

"Sure thing," the Spirit of Chaos announced, "But if you're gonna be the ruler of Equestria, you may want to work on your penmanship." He summoned a scroll and an unevenly sized framed glasses. "This looks like it says, 'Cadance sent an emergency message. Some new threat is attacking the Crystal Empire and has incredible amounts of dark power.'" As he finished reading, Twilight flew up to his face.

"That's exactly what it says!"

"New threat?!" Rarity yelped, "Any idea who they are? Or what this dark power they wield is?"

"We have no idea!" Flash sighed as he jumped up. "But if Cadance sent this message, it means he was able to defeat at least Ruby, Sombra, and probably Amore. Whoever they are must be strong. And fast, if they were able to strike and take the empire before Cadance could activate the Crystal Heart."

Twilight nodded at this, "So it's up to us to save the Empire and my family!"

"Shouldn't somepony tell Celestia and Luna?" Fluttershy asked as Discord's neck extended down to her.

"Ooh, good point! One of us should probably loop in the real rulers of Equestria." He pulled Fluttershy, Pinkie and Spike in close to form said loop, but Twilight shook her head.

"No." She turned to the map and looked over the entire kingdom. "If we're going to run Equestria, we'll need to handle things like this on our own."

The others all went wide-eyed as Discord stroked his beard, "Oh Twilight!" She turned to him. "Could this mean that you finally have the confidence to ascend to the throne like the princesses believe you can?" He snapped his fingers and a flame appeared with the image of Twilight sitting in a throne inside of it.

Twilight's eye twitched at this, "Maybe?" She suddenly had another idea and flew up to Discord. "Unless you'd consider taking care of this threat for us?" She gave him a cheesy smile, Discord blinking before glancing around and seeing the others giving him the same hopeful smiles.

"Oh," He pushed Twilight away, "No-no-no-no!" Seeing this made Flash glare at him as he added, "You're absolutely right!" He shook Twilight's hoof before giving her a graduation cap, trophy and million-bit check. "You need to learn how to handle these things on your own. Ta-ta!"

He disappeared by folding in on himself, Flash sighing. "You know, if you're not gonna help with this stuff, then why did we bother to reform you?!"

"Handlin' things on our own is all well and good," Applejack stated. "But we don't even know who this is. And if he has dark power, how are we supposed to stop him?"

"Maybe you could use the Crystal Heart?" Soul chimed in, "That's usually what solves problems in the Crystal Empire."

"What if whoever this is has it already?" Spike asked, "If they hid it away like Sombra did, how are we gonna stop them?"

"Maybe my Sacred Light can stop him," Flash continued as he powered up the shining magic. "The only darkness it can't burn away is the Corrupted Shadow and that's gone. I'm pretty sure I can take him down."

"I don't want that to be our only solution." Twilight responded before glancing down at the table before staring at the thrones surrounding it. Her gaze then fell on the symbols etched into the crystal thrones, making her glance back at her own cutie mark.

"The Elements of Harmony!" The others turned to her with wide eyes, "If Flash can't stop this pony, we'll use them! With those, we can defeat anypony!"

The others all smiled at this, only for part of reality to pull itself back like a shower curtain to reveal Discord in a shower cap. "Ah, no-no-no." He scrubbed his back, "You didn't need the Elements the last time you saved the Crystal Empire. And I'm not sure that using them still counts as 'handling things on your own.'"

Twilight growled at him at this, "My family is in danger! I'm not taking any chances!"

"Besides," Flash added, "I'll stop him way before we need the Elements. It's better to have it and not need it, then need it and not have it."

Rainbow flew up to Discord at this, "They've got a point and you know it!"

Discord rolled his eyes at this, "Ugh, fine." He pulled the reality curtain back and disappeared for good, the others just blinking at the sight.

"What's his problem?" Pinkie asked, everypony else shrugging.

"Maybe he forgot his anti-logic coffee or something," Flash guessed, "But we don't have time to find out. We've got an empire to save."

The others cheered, Flash pointing to Heart and Soul. "Stay here and stay out of trouble," Heart spoke up before Flash could say anything. "Figured you were gonna say that."

"You're learning," Flash laughed as Twilight turned to her other pupil.

"Starlight, can you stay here and take care of the school?"

The unicorn nodded as she picked up Twilight's school manual. "I've got you covered." Twilight smiled before the other six ponies and Spike stepped up next to her. She then used her magic and teleported them all to the Tree of Harmony. Standing in front of the crystal structure, Twilight used her magic to summon the Elements. One by one, each were removed from the tree and floated over to their respective wielders, and upon contact, the necklaces, crown and helmet appeared for them.

Once the Elements were ready, everypony nodded to each other before teleporting to the Rune Gate. Twilight had a feeling it wouldn't work, but it was worth a try to conserve magic. Alas, when she activated it, she found it wouldn't connect to the Crystal Empire's gate.

"This is gonna be a little rough."

Back at the Empire...

Shroudheart continued to sit upon the crystal throne, Cadance, Shining, Flurry and Amore all now trapped in a cage on the floor while Sombra was in a cage hanging from the ceiling. The former king had a bunch of crystals sticking out of his horn, making it impossible for him to dispel the magic.

Shroudheart took a grape from a bushel and let it go down his throat, only to hear Flurry unleash a blast of magic. It flew straight for him, but couldn't get through the bars due to a magical barrier. He chuckled at this, "It's cute that you think that will do anything."

"It might not," Cadance growled before pointing to the door. "But they will!"

He turned to see the Mane Seven now burst into the room. "Cavalry's here!" Pinkie cheered, only to see who it was on the throne.

"YOU!" Twilight gasped at the sight.

"Long time no see, princess." He chuckled as he slowly got off the throne, the others flinching at the sight except Flash. The defender instantly remembered what he had seen in Aurarora, memories of what Ponyville looked like in that vision flying through his mind.

"Twilight," Applejack turned to her, "Is that who ah think it is?"

Twilight nodded, "The evil Flash that Spike, Starlight and I fought. So, this is when you were sent to."

"Nope," he laughed, "First of all, the name's Shroudheart. And you ended up blasting me out of time. Unable to do anything but watch as every timeline played out. You have no idea how many different realities I've seen play out. Just be thankful you lot are in this one and not the many ones full of caribou. Those...geez those ones were hard to watch sometimes. Though I'll admit, they had their moments I enjoyed. Especially with what they did to you and your friends."

"Enough!" Flash pointed his sword at him, "Surrender! You can't beat us!"

"Can't I?" Shroudheart asked. "I've seen this play out in other universes. This wasn't even my plan originally." He pointed at Sombra, "It was his. I'm just copying it from a timeline where he never turned good and returned just like this."

"Well, this time you're the one who's gonna get blasted!" Flash thrust his sword and unleashed a laser, only for Shroudheart to explode into a cloud of smoke, dodging the attack. "Huh?"

"Fool," Shroudheart's voice echoed through the shadow, "Don't you understand? For me, this is history. I've seen every possible way this fight could go. I've seen how you fight, and how you like to take down your opponents. As we speak, wheels within wheels are turning in order to allow me to destroy you."

Flash growled as the throne room was suddenly filled with mind-controlled ponies, including Ruby and Jaden. "Girls, watch out!" The others saw the approaching ponies and they all got into a fighting stance.

"Get them!" Shroudheart ordered, "I just need to capture one of them in order to make the Elements of Harmony useless!" The guards dived at them, Flash and Rainbow taking to the air as Twilight put a shield around the others. Flash then flew toward the cloud as it reformed into his doppelganger.

"Flash Cutter!" The crescent blade flew out, but the villain created shadow arms that blocked the light. As he did this, he held up his hoof as shadows formed the shape of a sword. He grabbed the handle and swung it, causing a near perfect replica of Lightbinger to appear, only this one was a mixture red and dark gray metal. The two clashed at this, Flash then surrounding himself with light, the pair exploding away from one another as Shroudheart turned into a cloud of smoke. The light and shadow then flew around the room, smashing into one another again and again.

As they did this, Rainbow was flying around Twilight's shield, trying to smack away the mind-controlled guards. "Careful!" Shining told her, Rainbow having grabbed a guard by the tail and threw him into a nearby wall. "Those ponies are the victims in all this!"

"I know," Rainbow yelled as Twilight put her shield down. "But I can't let them hit me, can I?" Twilight used her magic to trap the guards in bubbles at this while Applejack and Pinkie ran over to try and free the royal family from their cage, only to find the crystals trapping them were too strong to break.

Spike then flew up to Sombra's cage, the Mystic Fire Dragon using his flames to burn through the crystal. Whether these crystals were weak to flame or it had something to do with his magical abilities, the crystals began to crack under the heat. And as this happened, Fluttershy and Rarity were forced to avoid the guards Twilight hadn't trapped, the alicorn finding herself surrounded by too many ponies to grab them all. "Twilight!" Cadance cried, only for the Princess of Friendship to blast the ponies away with a magical shockwave. "Hurry!"

Twilight nodded and looked up to see Flash and Shroudheart fight against one another, showing they were both evenly matched. "Flash!" She called out, "We have to use the Elements!" Flash heard this and nodded, attempting to break away from Shroudheart.

"Where do you think you're going?" The dark cloud swirled around him.

"Back off!" He swung his sword, but the cloud just split before reforming around him again.

Back on the ground, Twilight saw Flash was now surrounded and was about to fly up, only for a pink blast of magic zip right in front of her. She glanced back, only to see a certain pony form a crystal sword at this. "Ruby..."

The Crystal Knight slammed the sword into the ground and created a bunch of crystal spikes, Twilight forming a shield a second later. But as this happened, Fluttershy and Rarity were suddenly grabbed by two more guards. "Get off of us!" Rarity screamed, struggling against the Crystal Ponies that pinned them to the ground.

Fluttershy then glanced up, only to go wide-eyed as she saw a smaller helmeted pony walking up to her. "Jaden!" He was carrying the same helmet he was wearing, the pegasi gasping, "NO!"

Flash and Twilight saw this, both gasping before growling as they roared, "RAAAAAH!" Flash's body exploded with light while Twilight's forcefield morphed into a wave of magic. The light dispelled the shadows as the wave knocked Ruby away, both then flying down to save their friends.

"Hyah!" Flash flew down and kicked the helmeted ponies while Twilight blasted the rest away. But as this happened, Shroudheart flew down and took shape.

"Now I've got you." He laughed as they all saw him land in front of the group, his eyes turning green. Light then shot off of them, hitting the seven all at once and causing black lightning to spark around them. "Now, fall into the abyss of your greatest fear!"

They all cried out as the dark energy surged in and around them. One by one, they opened their eyes and each were glowing green with purple mist surrounding the edges.

Flash opened his eyes, only for them to go wide as he saw he was no longer in the Crystal Empire. He was back in Ponyville, but it was the one in his vision of the future, every house and building destroyed. But it was worse. Much, much worse. For unlike in the vision, he wasn't the only one there. Ponies were scattered along the ground and atop piles of rubble, with some even being half buried while a few hooves, tails or wings were sticking out of some.

He ran through the town at this, only to see the castle in the distance, only to see it was also destroyed. But unlike the vision, all his friends were there. They were laying atop the rubble, each not moving with blood soaking their bodies and some being bent in ways that shouldn't be natural. He slowly moved over to them as Scootaloo's body caught his attention.

And when he was close enough, Scootaloo's hoof shot up and caught his.

He gasped as her eyes opened, the filly looking him right in the eye. "Why?!" She choked out, "Why couldn't you save us?!" This image shook Flash to his very core, the pegasus feeling like fear was going to consume him.

Back in the real world, everypony watched as each of the Mane Seven were forced to live out their worst fears, all letting out a volley of screams.

"Stop this!" Amore exclaimed, "What's the point in causing so much misery?"

"No point," Shroudheart cackled, "I just do it because it's fun to see others suffer, to watch as hope dies away where it belongs. And it's even more fun to watch those with faith lose it. You thought these ponies would save you, and now you're forced to watch as they fall just like you did."

Sombra growled as Spike flew down while his chain was left unbroken. As horrible as he thought this was, he had to admit he was amazed that this was all his plan. But if that was true, how did it turn out in the other timelines? He looked up at the chain and saw it was barely remaining together, so he started jumping up and down, causing the damaged chain to stretch and pull.

Shroudheart chuckled as he watched his foes share pained expressions. "You should all surrender!" He laughed, "Nothing can defeat your own fears!"

But as he declared this, something new happened. The Elements began to glow, only for the purple mist coming off their eyes to vanish, the seven now opening them and revealing their eyes to be now glowing white. "What?!" Shroudheart exclaimed.

Twilight smiled at this, "We didn't need to defeat them. We just needed to face them long enough to distract you!" Shroudheart raised an eyebrow at this, only for Sombra's cage to fall to the ground.

It broke apart as Sombra leapt free, unable to fire a spell but still charged at Shroudheart. The pegasus laughed as he split apart, Sombra flying right through him. "You really thought that would stop me?"

"No," Sombra added, "But you just got distracted twice." Shroudheart reformed with a quizzical looked before hearing more crystals breaking, the pegasus turning to see Spike burning through the royals' cage.

One of the crystal spikes broke apart at this, the magic holding the royal family now broken. "Get the Heart!" Amore yelled at Cadance, the alicorn leaping out and grabbing the Crystal Heart where it had been placed beside the throne.

She lifted it off the spikes holding the damaged relic and flew towards the window. "Nooooo!" Shroudheart thrust a shadow claw out to try and grab her, but Amore and Shining put up a shield, blocking it.

"It's cute that you think that'll do anything," Shining mocked as Flurry started blasting the mind-controlled ponies, forcing them to jump back. And as this happened, Cadance placed the Crystal Heart back in its rightful place before using her magic to repair the damage done. A few seconds later, it was fixed, the relic now spinning before unleashing a wave of light. That wave filled the entire Crystal Empire and as it flew over them, the ponies under Shroudheart's control were freed, restoring their vibrant crystalline appearance.

Back in the throne-room, the wave washed over the room, causing the control helmets and the dark crystals to all vanish. Ruby and Jaden gasped as they were freed, soon glancing around before seeing Flash and the others floating before turning and glaring at Shroudheart.

"No, no, no, NOOO!" He roared as the ponies started advancing on him. "This isn't fair. You hear me, this isn't fair!"

"I think it seems pretty fair," Flash replied, "Good guys win. Bad guys lose."

"You think this is over?!" Shroudheart roared, "I'm only just getting started. I'll find a way to make this kingdom mine. Don't forget, I've seen everything that's gonna happen. I know how this ends, and it doesn't end well for any of you!" The others simply glared at him as the Elements glowed brighter. Then, Twilight's Element unleashed a rainbow blast of light, striking him in an engulfing him, the evil pegasus screaming as his body was utterly annihilated.

And when the light of the blast faded, Shroudheart was gone, and all that was left was a smoking bit of burnt ground where he stood. "Yeah!" Spike cheered, "Whoo-hoo-hoo!" The others floated down, the Elements no longer glowing as they saw the rest of the ponies cheering.

"We totally just wiped the castle with that guy!" Rainbow gloated as Flurry flew over to hug her aunt, Twilight doing the same as Cadance returned. She looked ready for a fight, but quickly saw Shroudheart had been dealt with.

Shining smiled at his sister, "Thanks, Twily." He and Cadance moved over to share in the hug as the others continued to celebrate.

"That was fun!" Pinkie bounced up and down.

"And easy," Applejack added.

Rarity nodded. "As magical battles go, that was a cakewalk." Pinkie liked the idea of that and pulled two cakes out of nowhere, the mare jumping on top of them and moonwalking as the others laughed. The only one that didn't seem happy about it was Flash, who continued to stare at the spot Shroudheart had been standing on. What Applejack had said stuck with him. Horrible visions aside, that had been way too easy. Shroudheart had been some serious threat from what Twilight and Starlight had told him. But this time, he barely put up any kind of fight.

"We did handle this pretty well," Twilight continued, "On our own." He turned to her, seeing a look of confidence appear on her lips.

"Does this mean...?" Spike asking next.

Twilight did a small nod, "I still don't feel like I'm one hundred percent ready, but will I ever?"

Applejack stepped up to her, placing a hoof on her shoulder, "Knowing you? Nope."

Twilight giggled at that, "I have you all, and we have the Elements. And together, we've never failed. We'll be okay." The others cheered and gave her a hug, Flash being the only one who didn't. The pegasi just stared at the scorched mark, a long frown on his face.

Back in his lair, Grogar watched with the other three as the heroes claimed another victory.

"Huh," Tirek laughed, "So much for him. For somepony that claimed to have seen the future, he certainly didn't see that coming."

Chrysalis and Cozy nodded, only to see Grogar shake his head. "He's not gone." The three glanced up at him, "I can still sense his presence. He hasn't been defeated yet. He just wanted them to think that."

"Why?" Cozy asked.

"An opponent is always at the most vulnerable when they think victory is assured." Chrysalis chimed in, the three turning to her, "Taking the Crystal Empire was never his plan. He must be after something else. But what?"

"Good question," Grogar added, "And it took him a lot longer than it should have to get to the Crystal Empire. What was he doing all that time?" They all focused back on the orb, which changed once again to show their enemies making their way to someplace else.

With Shroudheart defeated, Twilight teleported them all back to the Tree of Harmony's cave. Once there, they returned the Elements back in their rightful place. Flash was the last to take his Element off, only for his marefriend to see he was hesitating, "Flash? What's wrong?"

"I don't...know," Flash sighed, "Just feels like...we're accepting victory a bit too quickly. Shroudheart said he had seen the future. He must have known what would have happened when we arrived."

"So?" Rainbow asked.

"So, he should have had a plan in place to stop us."

"Maybe showing us our fears was his plan," Pinkie chimed in.

"He said he was taking his plan from a timeline Sombra was the enemy. Showing us our fears is definitely something Sombra would have done in his evil days...but not my evil twin. So what was he planning to do?"

"Ah think ya'll overthinkin' this," Applejack replied, "We beat him. Let's enjoy ourselves."

"Applejack's right," Twilight pulled Flash's helmet off of him and returned the element to its rightful place "Once again, Equestria is safe." She then pushed Flash to the exit as the others followed.

"What should we do to celebrate?" Fluttershy asked as Pinkie bounced up next to her.

"I vote for a cakewalk!" Pinkie cheered, but as those words reached Flash's ears, he felt a shiver go down his spine. He spun around at this, only for a dark crystal to explode out of the roof. And from that crystal, a familiar looking cloud of darkness appeared, Flash gasping as the cave began to shake, finally getting the other's attention.

"What's goin' on?" Applejack asked as the roof began to break apart.

"I don't know!" Twilight gasped.

Flash zipped up at this, about to call upon his Sacred Light, only for a crystal to shoot out of the ceiling and slam into his back. Crying out, he hit the ground before the crystal unleashed a blast of black lightning. The pegasus tried to get up, but the lightning struck him, making him scream as he felt his entire body going numb. "FLASH!" He heard his friends all gasp, only for more crystals to fly out of the ground and ceiling.

These slammed into the Tree of Harmony, ripping pieces off of it and knocking the Elements loose from where they rested. And before any of the ponies could react, the largest crystal of all exploded out of the ground and ripped right through the center of the tree. The crystal structure shattered as the Elements were sent flying, all hitting the ground in front of Flash and shattering to pieces. And as this happened, Flash's eyes went wide as he saw the Element he had forged hit the ground, only to snap in two.

The rest of the girls were just as shocked as the dark cloud swirled down to the ground before taking shape. They were all shocked to see Shroudheart, standing atop the shattered remains of the Elements with a chuckle in his voice. "Fooled you."

The girls just stared in absolute horror, Rainbow being the first to finally break the silence amongst them. "What...Just...Happened?!"

"The Tree of Harmony can't really be gone, can it?!" Fluttershy added, Twilight now looking like all her worst nightmares had just come true.

"It can't be!"

"Oh, but it is!" Shroudheart laughed, "You might have beaten Sombra if he was the one who attacked, but I knew you would overcome his fear and free the Empire. And I knew the only way to defeat you was to destroy the source of your power. The Elements and Tree of Harmony. And the best way to do that was to make you lower your guard." He kicked part of the Elements away. "I knew where the tree was, but wasn't sure if I could overcome its defenses. Luckily, you dealt with those when you removed the Elements from the tree."

Twilight went wide-eyed at this, "The Elements needed time to bind their power to the tree."

"Which meant they and the tree are powerless for a few minutes once the Elements are returned. The perfect chance to destroy it. And now that it's gone, nothing can stop me!"

Flash groaned as he tried to push himself up, "I think you're forgetting about something."

"Ha!" Shroudheart chuckled, "Why'd you think I attacked you first? Your body's not gonna be able to fight for a good while. And by then, everything you care about protecting with be lost." He unleashed a shadow claw and slammed it into Flash, the pegasus crying out.

"FLASH!" His friends yelled, Rainbow grabbing him as he was knocked away. And as this happened, Twilight continued to stare at the shattered remains of their best weapons.

"Face it!" Shroudheart declared, "it's over. Evil...wins."

Twilight picked up two pieces of the Element of Honesty and tried to put it back together, but it did nothing. "He's right," she whispered, "With the Elements gone, I don't know how we can defeat him!"

"Then we'll just have to beat him the old-fashioned way!" Rainbow yelled as she grabbed Flash's sword, then leapt at the insane pegasus. The others followed suit, but Twilight stayed in place and continued to try and mend the Elements.

Shroudheart's body exploded into shadows, swirling around Rainbow and held her in place for a moment. It then slammed her into the ground, then threw her into her friends. Applejack caught her while Shroudheart reformed and thrust his hooves into the ground. This caused spikes to grow out of the cave floor, encircling the group, catching Twilight's attention as the spikes grew all the way to the ceiling, trapping them inside and barely having enough room between them to stick a hoof through. Twilight tried to blast her way through, but her magic had absolutely no effect on them. She even tried to teleport out, but that just led to her slamming into the side of the cage.

"Ha!" Shroudheart laughed. "Don't you get it? I've won! Nothing you do will stop me now! Flash Sentry's Sacred Light might be able to free you, but my magic will make him unable to access it for a good while. And until that happens, nothing will stop my reign of terror!"

"We won't let you get away with this!" Flash growled, but Shroudheart just turned to Twilight with a huge vicious grin.

"You and your little student forced me to spend over a century as a ghost, unable to do anything but watch as other versions of me lived better lives. And then, you threw me out of time and forced me to watch an infinite amount of timelines play out."

Twilight glared back at him, "You wanted to constantly alter time again and again in order to make yourself the only version of Flash in existence! I couldn't let that happen!"

"I don't care," Shroudheart spat, "I am the greatest of all beings to exist and you put me into a life of infinite tedium and boredom!" The shadows around his body flared at this, making Twilight flinch before he hissed, "The only thing that stopped me from succumbing to madness...was my hatred." The way he said that sent shivers down everypony's spine. Even Flash felt unnerved by this version of him, unable to believe such a version of him could ever exist. "I will destroy everything you love. And I know exactly where I'll start."

"Don't you dare say it!" Applejack yelled.

"Your sweet, little hometown."

Their eyes went wide, as Rarity glared at him, "You leave Ponyville alone!" She stomped on the ground, but Shroudheart just let out a cackle.

"Or what? You have no Elements. No Sacred Light. And no possible chance of beating me. Heck," his eyes began to glow as his shadows flew off of him. "Without your Elements, it would be so easy to control you." The shadowy mist surrounded the cage and began to creep in, transforming into claws.

The girls screamed as they braced themselves, Flash even attempting to summon his Sacred Light to protect them. But whatever Shroudheart had done was making it so he couldn't even get a spark. He expected to be controlled as well, but the shadow claws pulled away.

"Nah," he laughed as the mist returned to him. "Where would the fun be in taking all your fight away from you? After all, me conquering Ponyville is already your greatest fear!" He cackled as he spun around, "I'll destroy everything you love, then watch as your spirits break. And when there's no hope left, I think I'll turn you girls into my willing little slaves." He licked his lips at that, "We're gonna have some fun after that. Been a while since I conquered an Equestria after all...I need to make sure I don't get bored after I destroy everything."

The girls glared at him as Flash pushed himself to his hooves, "What about...me?"

"You?" Shroudheart replied as he glanced back at them, "Not sure yet. I might keep you around, or maybe I'll find a way to throw you into the void of time. Let you watch as your world falls to ruin and the ones you love live out their days as my mindless servants." With that, his entire body was covered by darkness and shot into the air.

"NOOOOO!" They all cried as he flew off to enact his master plan.

Fluttershy turned to the others at this, "What do we do?!" They all looked to Twilight, the alicorn flinching at their stares.

"I...I don't know!" She exclaimed, "The Tree of Harmony grew the Elements! It kept the Everfree Forest under control! And now it's gone." She turned to Flash, "You were right. We got cocky and it's cost us our greatest weapon against that monster. Now he'll destroy everything we love, and it's all my fault!" She looked down at this, tears pouring out of her eyes, "I knew I wasn't ready to take the princesses' place, but I never thought I'd mess up this badly!"

"No," Flash shook his head, "Nopony could have predicted this. Even Celestia and Luna probably would have fallen for it. Besides, the only reason it failed is because Shroudheart saw the future. He said it himself, we defeated Sombra in the other timeline. He just saw it coming and used it against us."

"But you were right about me not taking his knowledge of the future into account. And now we're trapped, with no Elements, Sacred Light or plan of how to defeat him."

One by one, they all looked down, only to turn to Pinkie, the earth pony tilting her head. "What are you looking at me for?" She asked as Rainbow flew up to grab her by the cheeks.

"This is usually when you say something funny to lift our spirits."

"Sorry. Nothing about this is funny to me." They all sighed at that, sitting back down as they now thought about what Shroudheart planned to do, Flash more than anypony, imagining a vivid scene of his home's destruction.

Shroudheart was going to destroy everything he loved and there was nothing he could do to stop it. A sniffle made them all turn to Rarity, whose eyes were watering. "I'm sorry. I'm trying to be strong, but I just can't bear to think about poor Sweetie Belle under the spell of that monster!"

"Or those sweet little Cake twins..." Pinkie added.

"Or Spike, or Starlight..."

"Or Angel," Fluttershy whimpered, "Or anypony forced to do that monster's bidding!"

"Scoot," Flash continued, "Soul...Heart." He turned to his friends, seeing the frowns on their faces, only to change his face to a fierce glare, "There's still a chance." They all glanced over at him, "Shroudheart might have beaten us, but this isn't the first time we've been taken out of the equation and the good guys still won. Grand's still out there, along with Iron and Lightning. They're not gonna go down without a fight."

Ponyville...

Starlight, Spike, Heart and Soul were making their way through town, the group wanting to make the heroes a special meal to enjoy once they returned from putting the Elements back. Spike had returned to the castle when they got home from the empire, and was now wanting to help out. They then spotted Grand Hoof, Iron Core, Lightning Blitz, Wild Smile, Rogue and Soarin Skies ahead of them, the group also waiting for the heroes to return.

However, their smiles slowly faded when they heard a sound coming from the Everfree Forest. Turning to it, they saw a bunch of dark clouds moving out of it. And as they saw it, they were reminded of the time Tempest Shadow had attacked them. The sunny beautiful sky was quickly blotted out and as it got closer, many of them sensed a dark presence coming from the cloud.

"What is that?" Soarin asked, about to go up and try to bust the cloud.

"Oh no..." Spike whispered as he began to backpedal before turning to the townsponies around him. "EVERYPONY RUN!" The ponies knew not to ask why and turned to run away, but as they did this, the dark cloud exploding and unleashing tendrils of shadow that flew into the streets of the town. The ponies screamed as they tried to outrun it, but within seconds, almost every pony in the town was engulfed by the darkness.

Starlight, Soul, Lightning and Wild fired at the shadows, but their magic simply flew through the clouds without any damage, the same with Spike and Heart's flames. Rogue sent out a sonic blast, but it didn't even blow the shadows away as Soarin spun around to form a tornado, but it didn't do anything either.

Grand and Iron swung their weapons at this, but it did nothing as well. They were soon surrounded, and one by one, dark tendrils flew out and grabbing them all. They screamed as they were pulled into the darkness, first Wild and Soarin, then Lightning and Spike. Heart and Soul were next, followed by Grand and iron.

Starlight gasped at this, about to teleport away and find her friends, only for a dark tendril to lash out and grab her. "AUGH!" She cried, trying to ignite her horn, but the dark fingers coiled around it and her magic died.

"It's nice to see you again." She went wide-eyed at the voice, only for the dark figure to appear from within the shadows. She and Shroudheart stared one another down, Starlight glaring at him as he began to laugh. Then, his eyes glowed and unleashed a blast of green and purple. And that was the last thing Starlight saw before her mind went blank

Author's Note

Well, things just keep going from bad to worse. How will our heroes get out of this? Only time will tell.

Chapter 4

Back in the cave, the seven ponies remained trapped by the crystals that Shroudheart had encased them inside of. "Flash Force!" Flash launched a laser at the crystal, but the light simply bounced off the crystal and almost hit him, Twilight putting up a shield to protect them all. "Well, so much for that."

"Oh dear..." Fluttershy quivered, "There has to be a way out of here." As she said that, a bunch of dirt went flying through the air. It landed on Applejack's hat, surprising the cow-mare.

"What the-?" She took her hat off and turned to the mud, all seeing the Princess of Friendship scraping her hooves into the ground and slowly digging a hole into the earth. "Twilight, what are you doin'?"

"We can't just stay here," she replied, "I don't have a plan, and I don't know what I'm gonna do once we get out, but we can't sit here and let Shoudheart make slaves of everypony we love!"

The others smiled at this, glad Twilight wasn't wallowing in self-pity and hopelessness. "Let me help!" Rainbow added as she flew over to the hole, "I'm faster!"

"I like digging!" Pinkie continued as she grabbed her mane end and twirled it into a drill, which started spinning as she leapt into the hole, Flash, Fluttershy and Applejack coming over next.

"I've been known to get my hooves dirty!"

"Move over, y'all!"

"Oh yeah!" Flash used his sword like a shovel, "Shroudheart won't know what hit him when were get through here."

Rarity remained where she was, staring at the muddy hole. "Normally, I wouldn't dream of digging, but right now..." She pushed the others out of the way, "SHOW ME THE MUDDY!" She dug like a mare possessed, the group following Pinkie as she drilled a tunnel under the spikes. They were in deep, so getting beneath them took a while, but eventually they managed to dig their way to the other side before moving toward the surface. Once Pinkie broke through the topsoil, she shook the mud out of her hair as the others pulled themselves out.

They all nodded, knowing they didn't have time to rest. Flash could move now, but he still felt like his Sacred Light was out of the question. Instead, he would have to make do with his Celestic Gear as they rushed out the cave. And as they did this, the Everfree Forest seemed strangely calm as they ran through. Flash spotted a bunch of timberwolves behind some trees, but to his shock, they were crouched down and huddled together like a bunch of scared puppies. It appeared Shroudheart could instill fear into anything, even to the most dangerous of beasts.

And when they finally reached the edge of the forest, they were met by the most horrible of sights. Ponyville was covered in dark crystals, all sticking out of the ground and buildings. Nothing was destroyed, but the place no longer looked good as they ran into town, only to spot somepony walking through it.

"Derpy!" Flash exclaimed, the gray mare marching through the town, but something wasn't right. Her coat wasn't as vibrant, and the way she walked was too rigid, completely different to how she should have been. And when Flash jumped in front of her, he gasped when he saw her eyes were glowing green. "No."

The others followed and saw more ponies starting to come into view. Including Applejack's sister.

"Apple Bloom!" She ran up to the filly, finding she was in the exact same state as Derpy. "It's me!" She grabbed her, "Look at me, sugarcube!" But she simply pulled herself free of her sister and kept marching. "Twilight, you gotta free her! Please!" Twilight nodded and flew over, sparking her horn. She fired a spell at the filly's head, only for magic around Apple Bloom's body to form a shield that blocked the magic and blasted it back to Twilight.

"Augh!" She staggered back, shaking her head. "I...I can't! Without the Elements, my magic isn't strong enough to stop Shoudheart's!" As she said that, somepony else walked into view. "Spike!" The dragon and Starlight were marching in the same direction as the others, not even noticing them as they did so. "Spike, where are you going?" She ran up to her first pupil, "Starlight?"

"We must lay siege to Canterlot," Starlight replied in a monotone voice. And as they walked off, Flash saw Heart and Soul as well.

"No!" Twilight called out, "Snap out of it, you two! You're stronger than his magic!"

"HEART!" Flash yelled, "Wake up!" But Heart didn't respond, Flash turning to his sister. "Please Soul, your healing magic. If you can wake up, maybe it can save everypony." Soul didn't reply, she and her brother staying on course. Flash growled at the sight, only to turn and go wide-eyed, "No...not you three!"

Iron Core, Grand Hoof and Lightning Blitz were all marching through the town as well, the three Defenders as equally brainwashed as the rest of town. Flash also spotted Rogue, Wild and Soarin, his friends not even giving their special somepony a second glance as they moved together.

And just as Flash thought things couldn't get any worse, he saw his sister and his heart broke. "Sweetie Belle," Rarity's voice cried as she hugged her struggling sister. "Please stop!" Sweetie pulled herself free and kept going, Rarity turning to Twilight in tears, "I can't get her to stop! I can't get her..." She cried into Twilight's hooves, the princess pulling her close.

"None of us can. We can't reach them!" Flash finished, wishing right now that Springer was here. If he was, he might have been able to connect to their minds and free them that way. A scream then filled the air, Flash turning to Sugarcube Corner. He ran inside, only to see Pinkie clutching onto Mrs. Cake's back hoof and was being dragged along. The married bakers were also hypnotized, their children in the same state as they all dragged a large wagon behind them, which had a black and red cake.

Pinkie sniffed before turning to the others. "He made them bake a black licorice fruit-cake that says 'Congratulations to Our Favorite Supreme Emperor Shroudheart' in red frosting!" She leapt into Rainbow's hooves, "IT'S THE UGLIEST THING I'VE EVER SEEN!" She cried, Rainbow turning to their leader.

"Twilight, this is bad!" They all then noticed Soarin and the rest of their special someponies all walk by again, "Like, really bad!"

Fluttershy started sobbing. "I've never been so sad in my whole life!

Twilight started pacing back and forth. "I don't know what to do! I don't know how to free them, and I don't know how to stop Shroudheart!" She looked down in shame. "Everypony was so sure I'd do such a great job! Well, this is exactly what I was afraid of! Could anything else possibly go wrong?!"

"Well...with the Tree of Harmony gone, the Everfree Forest could grow out of control and threaten the town!" Pinkie chimed in, the others turning to her.

"Darling, that's oddly specific." Rarity responded, only for Pinkie to grab her and turn her in the direction of the forest, the group doing the same. They saw all the trees in the everfree starting to grow out of control, the foliage soon capturing the closest house.

"Great," Flash sighed as the other gasped, "It's like the times we faced Sombra, Tirek and Discord's insane plants all at once."

The vines were growing fast, looking like dangerous serpants ready to constrict everything into nothing. And as this happened, Twilight stepped up with a grimace, "Even if we figure out how to defeat Shroudheart and bring everypony back to Ponyville, if we don't stop the forest, there won't be a Ponyville to come back to!"

Rainbow Dash flew off, returning a few seconds later carrying a bunch of different gardening tools she got from the flower store. "Ahem." She dropped the tools as Flash prepared his sword, the others each grabbing a gardening instrument.

"For our friends!" Fluttershy cried.

"For our families!" Rarity and Applejack proclaimed.

"For our home!" Pinkie and Rainbow cheered as they all stood in a line.

Flash and Twilight did the same, "For Equestria!" With that, they all charged forward and screamed in unison. "EQUESTRIA!"

Canterlot...

Guards manned the walls of the city, all preparing for an attack. And as they did this, they saw a giant army of ponies coming, the guards recognizing many from the town of Ponyville. And at the front of the line was Iron Core, Grand Hoof and Lightning Blitz.

The guards prepared to sound the alarm, but before they could, Lightning Blitz unleashed a blast of electricity. They were all shocked into unconsciousness as Shroudheart appeared in front of the army before gesturing to Iron and Grand, who then fired their respective Force attacks.

The twin tornadoes ripped through the door, the sight making Shroudheart laugh as he walked in. He glanced around, now smirking at the sight of the city as he saw several ponies out on the street. He quickly transformed into his cloud form, which spread through the streets and into every home and building. His dark influence spread everywhere as his main body headed to the castle and blasted its way through the gates.

Several guards were waiting on the other side, but Shroudheart simply rolled his eyes as he summoned his shadow wings. With a single beat, a wave of darkness flew out, shattering through the unicorns' shields, magic so powerful that even Shining Armor's legendary shield wouldn't be able to stop what was coming. The guards were all struck by the wave, their physical energy vanishing in the blink of an eye.

Shroudheart laughed as he morphed into a shadow and blasted through the doors, making his way through the halls. And everytime he found somepony, he consumed them with shadow and bent them to his will before reaching a certain room that he slammed the doors open for. "Honey!" He cheered as he walked in, "I'm home!" There was no reply, not that he expected one. "Of course."

He flew over to the thrones and blasted them away, his shadows swirling around where they were before vanishing to reveal large black throne that he sat upon.

"Soon, everything will come to a head. The final battle. And when that happens, everything will be set into motion." He began to laugh again, "I wonder if my cowardly little fake has completed the task I set for him? If he doesn't get it in time, everything I planned will be ruined." He let out a long happy sigh, "It's good not knowing everything that's gonna happen. Surprise is the spice of life." He looked to the stain glass windows, staring at the image of the seven ponies that were fighting against Nightmare Moon. "Hurry home now kiddies. We wouldn't want to be late."

"Flash Cutter!" The pegasus fired a crescent blade, cutting down an army of vines and roots attempting to overcome his home. He panted at this, having been doing this for almost two hours. He didn't want to think what Shroudheart had been able to accomplish in that time.

Twilight and Rarity were blasting them with their magic, while Applejack attempted to crush them underhoof. Rainbow Dash swung her axe as fast as she could, while Fluttershy spotted some animals trapped by the vines. She quickly used her shears to cut through them, freeing the creatures. "Come on, everypony!" She tried to herd them away, but more vines appeared and trapped them, making her shriek. Luckily, Applejack ran past with a large plow that uprooted the vines, helping Fluttershy get the animals to safety.

The seven regrouped at this, only to see they had done zero progress. The forest hadn't been pushed back at all, and had actually been able to gain a few feet.

"We've been at this for hours, but it's just growin' back too fast!"

"We have to keep trying!" Twilight added as she charged, only for the vines to whip around and knock them all back. They hit the ground and Flash's sword slid away from them as the vines prepared to grab them. But before they could, beams of gold and blue flew down from the heavens, striking the vines and making them to shrivel up, the seven glancing up to see Celestia and Luna.

The pair flew down and blasted the vines away, Flash rushing over to grab his sword as Applejack spoke up. "Ah know we're supposed to be able to handle things on our own, but ah've never been happier to see two ponies in all mah whole life!"

A sudden flash of light revealed another pony at this, all turning to see Starswirl standing before them. "Nopony is meant to handle this on their own!" The sorcerer announced.

"Starswirl! The Tree of Harmony, it's-"

"I know," he nodded, "I alerted the princesses as soon as I could. I felt it when it happened. Like part of my essence just ceased to be."

"I know what you mean," Twilight looked down in shame. "I'm sorry." But Starswirl reached down and lifted her head up, their eyes meeting.

"Don't be. I've more than enough magic in me to keep the Everfree Forest under control."

"You can do that?"

Starswirl nodded again, "The Pillars and I planted the Tree of Harmony. Who do you think kept the Forest under control before it did?" He marched up at this, staring at the evil plants Celestia and Luna were blasting down. "It will take time, but with the princesses' help, I can keep it at bay!" His magic activated and lifted him into the air, the unicorn then unleashing a powerful blast of magic that struck the ground and disintegrated the vines at the root.

Everypony went wide-eyed at this, "Aw, yeah!" Rainbow cheered, "Go get 'em, beardy!" Starswirl and the princesses fired laser after laser, destroying the vines as Twilight ran up to Celestia.

"It's the evil Flash. The one Starlight and I faced from the other timeline. He's returned and he's taken control of all of our friends!"

"Yeah!" Flash added, "He's calling himself Shroudheart and he's making them all storm Canterlot."

"We've left Canterlot defenseless?!" Luna yelped, all turning back to the city. Celestia frowned, then turned to her faithful student.

"Twilight, you must go!" She fired another blast at some more vines. "Defend Equestria, and we shall contain the forest." Twilight nodded before turning to the others.

"At least now we're back to just one problem!" Pinkie chimed in as Twilight engulfed them in their magic. In a flash, the group were standing in front of Canterlot's entrance. She had been trying for the castle, but Twilight could feel some kind of barrier up around the city stopping her from going any further.

"Oh no," Flash gasped as they saw the many ponies Shroudheart had captured. Some were standing between them and the gate, while others were up on the walls and on the balconies of the towers. They all stared down at the seven, looking completely emotionless as their eyes continued to glow green.

"Awww...everypony's all evilly!" Pinkie cried as the ponies seemed ready for a battle.

"Shroudheart's gonna force us to fight our way through our friends?!" Fluttershy asked, only to see Iron Core and Lightning Blitz step out of the crowd. She and Rarity quivered at the thought of fighting them while Rainbow spread her wings.

"Not if I can help it!" She shot over the ponies and across the river in front of the gate. Attempting to fly over it, Rainbow found herself coming face to face with Soarin and the Wonderbolts as they appeared from behind it. She gasped as the pegasi formed a wall between her and the city, Rainbow staring her husband straight in the glowing green eyes. It was then that she was almost hit by a magical blast, coming from a unicorn on the ground, only for a barrage of magic beams to come out next.

She was forced to take evasive maneuvers and fly back to her friends, Rainbow hiding behind Twilight's wing. "Okay...guess we need a different plan. Twilight?"

"I don't know!" The alicorn cried, "I'm not prepared to fight against the citizens of Equestria! I guess that's one more thing I'm not ready to do..."

"Well, we'd better figure out somethin' quick!" Applejack cried, pointing to the now lowering drawbridge. "Because none of them seem to have a problem with it!"

The drawbridge hit the ground and allowed more ponies to walk out, the citizens of both Canterlot and Ponyville now staring them down. "Girls, we've got no choice." They girls turned to Flash. "If we were the ones being controlled, we'd be okay with our friends fighting against us in order to free us, right?" The girls nodded as Flash raised his sword. "Then let's do this!"

He charged at this, the others with him, only for a cloud of shadows to suddenly land in front of them. Before they could react, it swirled into a spiral that consumed Flash, only for the cloud to instantly vanish a second later.

"FLASH!" His friends screamed.

"What happened to him?!" Fluttershy asked, but the others couldn't respond as the ponies now attacked them, pushing the six back as another battle began.

"Whoa!" Flash flew out of the dark shadow and rolled along the marble floor, his sword flying from his hooves and hitting the ground a bit away. He quickly pushed himself back to his hooves, only to see he was inside the castle throne room. The place was much darker, crystal spikes coming out of the floor and the stain glass windows had been transformed into the exact opposite, now being made of dark glass and showing all of their victories as them being defeated.

He then turned to the throne, seeing Shroudheart sitting upon it with a smile on his face. "Well then," he got up. "Here we are at the end of all things."

"Yeah," Flash growled, "It is the end...of you." Shroudheart smirked at this, "You were an idiot to bring me here. Now I can take you down without having to fight through my friends."

"True. But the rest of your team do. And how do you think they'll do against those Defender teammates of yours if they can't fight them properly?"

Flash went wide-eyed at this, only to let out a hiss, "Whatever. I'll just take you down myself so the girls don't have to fight!"

"Will you now?" Shroudheart raised an eyebrow, "Despite having no back-up, no Sacred Light and no Elements to help you?"

"I can do it," Flash moved toward his sword. "Twilight beat you once without the Elements. And even if I can't, she'll find a way."

Shroudheart laughed at this as the sword he used before appeared in his hooves. "True. But I've grown since that day." He moved down the ramp as Flash picked up his sword. "When your girlfriend beat me, I was but the learner. Now I am the master."

"Only a master of evil," Flash replied, only for Shroudheart to charge at him. The pegasus was barely able to block his sword strike and jump back, Shroudheart leaping and attacking twice more with Flash blocking each attack. Flash then swung his sword, only for Shroudheart to block, the two then pushing against each other until their sword tips were pushed into the floor.

But as this happened, Shroudheart pushed Flash back, the pegasi staggering as Shroudheart tried to slash at him. And as this happened, Flash weakly lifted his sword, blocking each blow as he tried to regain his footing. And as Shroudheart slashed down, Flash fell to one knee but was able to keep his sword up and stopped the attack.

Once again in a deadlock, the pair glared into each others' eyes. "Your powers are weak," he chuckled. "Are you still reeling from that zap I gave you earlier?" Flash growled and quickly spun their sword in a circle, forcing his foe's front legs away from his body. He then tried to impale his dark alter-ego, but Shroudheart swung his sword back and knocked Flash's blade away. Flash then jumped back to his hooves and leapt into the air, Shroudheart following.

"Twilight never figured out how you got those powers." Flash's opponent raised an eyebrow, "I know it's not just the Corrupted Shadow. So what is this? What happened to you to make you...this?"

"Many things," Shroudheart hissed, "I won't bother going into too much detail, but let's just say that I was able to win in a battle of wills against a great evil. And through that victory, I became more powerful than you can possibly imagine." Flash growled at this, only for Shroudheart to let out a cackle, "Now...let me show you the true power of the dark side of magic." As he said that, one of the crystals around them started shaking.

Flash heard the cracking sound and spun around to see a chunk of the crystal breaking off and flying toward him. He acted quickly and sliced the crystal in half, the two pieces flying past him, but more of the crystal then split apart and flew at him. "Flash Cutter!" He unleashed the crescent blade, but the crystals easily dodged the attack and slammed into Flash's blade, an explosion coming next that slammed Flash into the floor.

Shroudheart let out a laugh before flying through the smoke, Flash rolling back to his hooves before both slashed at each other again, each blocking again. The pair danced around the room at this, Shroudheart being on the defensive and constantly attempting to cut Flash in half. Flash blocked each attack, only to deflect the last one, causing both ponies to spin in opposite directions.

Flash then went for a slash, but Shroudheart blocked it. The two swords bounced away from each other before the evil pony swung his blade toward Flash's head, but the pegasus leaned back and the sword flew just above his face. He then quickly used his wings to push himself forward, Flash sliding and spinning around to try and hit the enemy's chest. But Shroudheart's shadow wings appeared and blocked the blade, turning to a rubber-like surface that Lightbringer bounced off.

"Not bad. But you're still not fighting at your best." Shroudheart chuckled, "By the time your friends get here you'll be in pieces."

"Wrong," Flash panted, "Twilight's coming, and you're going down when she does." He charged again and the pair locked sword, Flash already feeling himself getting pushed back, 'Come on girls. I really need some help right now.'

Back outside...

Twilight and the others continued to fight against their friends. They had managed to get past most of the ponies outside the city grounds and as they ran for the castle, more ponies appeared for them. "Rogue!" Applejack cried as the bat pony unleashed a sonic blast at them, knocking the group back as the others that they had out run before were catching up.

Iron and Grand swung their weapons into the ground, unleashing spikes of metal and rock, instantly imprisoning the group as Twilight tried to teleport, only to reappear beside Rarity, the girl now seeing that this must be part of Shroudheart's shield that was covering the city.

Lightning then leapt up at them and unleashed bolts of lightning, scaring the group as they ran behind one of Grand's rock stones. "Lightning!" Rarity screamed, "You have to stop!"

"Rogue!" Applejack hollered, "Snap out of it!"

"They can't hear you!" Twilight added as Rainbow spotted some rope on the ground and leapt out from behind the rock. Quick as a flash, she grabbed it and flew up to Rogue. Flying around him at super speed, she managed to tie him up and pulled him over to Lightning. She did the same to the unicorn and yanked them both over to the Royal Knights, who attempted to crush and stab her as she flew around. She dodged each attack, soon tying up all four.

"Yay!" Pinkie cheered, "Way to go Dashie!" But as she said that, something flew down at her at high speed.

"Pinkie!" Fluttershy grabbed her and pulled her down as a blue puppet shot over them. Pinkie gasped at the sight before turning to see Wild Smile marching up with Heart and Soul. The Wonderbolts and several other ponies they had escaped before were now there as well, Heart using his fire to burn through the ropes and release those tied up.

"I don't know how long we can hold them off!" Fluttershy gulped.

"And holdin' them off isn't what we need anyhow!" Applejack continued, "We need ta get ta dah castle!"

"But we can't just leave them here," Rarity added, "All possessed and evil!"

Iron got ready to unleash an Iron Force attack at this, Pinkie turning to their leader. "What do we do, Twilight?!"

"I don't know!" Twilight exclaimed, "But we can't stay here!" Seeing no other choice, she grabbed them all in her magic and teleported away. She tried to get into the castle, but only ended up outside the gates. Seemed there was a second barrier around the castle, preventing entry that way. "I'm sorry we couldn't help our friends, but I didn't know what else to do."

"At least we're closer to the castle," Applejack mumbled.

"Yeah!" Pinkie said in an unconvinced way. "All we have to do now is defeat the evil version of our best friend, who has incredible dark powers and will brainwash us with the blink of an eye!" She let out a nervous laugh, clearly terrified of what was going to happen.

Twilight began to bite her hooves, trying to think of anything that would help them overcome Shroudheart and his power. But her mind was jumbled, going over everything they didn't have, "I...We..." Before she could think of anything, a green drop landed on her nose.

Everypony looked up and saw Discord, who was currently floating above them as he ate a pickle on a fork. "Oh my." He took another bite. "No Elements? No princesses? Seems like you're in a bit of a pickle!" He held out the vegetable before pulling back. "Or are you in..." He snapped his fingers and a jar of something appeared, "...more of a jam?" He dipped the pickle in the jam before eating it, "Mmm!"

"Discord?!" Twilight yelped, "What are you doing here?!"

The Spirit of Chaos finished his snack and poofed them away, then took out a banner that looked clawmade and had a doodle of Twilight on it that appeared to be made of crayon. "Well, I was going to hang these up all over the castle to celebrate your coronation, but apparently it's a bit premature." He rolled the scroll up and pushed it into his ear as Twilight smiled.

"I'm so glad to see you! We could really use some all-powerful Lord of Chaos help right now!"

"Moi?" Discord fake gasped, "Oh, I couldn't possibly." As he said that, the doors flew open as several mind-controlled guards ran out.

"Oh, poodles!" Pinkie cried as the guards charged and Fluttershy turned to the draconequus.

"Discord, please!" The Spirit of Chaos was now reading a book, but sighed and threw it away.

"Oh, fine." He snapped away his reading glasses. "Just to be clear, I was really rooting for you to do this on your own and parlay that confidence boost into being the best protectors of Equestria you can be."

Rainbow flew up to him. "A little less talking and a little more helping?!" Discord rolled his eyes and snapped his fingers, causing a giant spider web to appear and capture the pegasus guards. A hole then appeared that the unicorns fell into while the earth pony guard found himself getting buried under several giant scoops of ice scream.

Fluttershy sighed in relief. "Thank you, Discord!"

Twilight led the others to the door. "I don't know what we'd do without you!" Discord smiled, then frowned and rubbed the back of his neck as they headed for the castle. "Now come on! We have to help Flash before Shroudheart can hurt him!"

Flash and Shroudheart's fight had moved to an area between two lines of crystals. The pair found fighting in the confined space a challenge, but it was enough to make sure neither tried to fly away. And so, the pair clashed swords as Flash moved back through the corridor while Shroudheart advanced. Flash tripped over an outstretched crystal at this, Shroudheart swinging his sword for the defender's head, only for Flash to duck under it and roll back, dodging another attack.

And as this happened, Shroudheart charged again, the two clashing blades again, only for both to lock in place as they spun their swords, only for both to strike a crystal under them. The two stared each other down, Shroudheart growling, "What you have....do you think it'll really last?! Even if you defeat me, some other evil will just show up and attack you! Why keep fighting a never ending battle?!" He pushed Flash back and their swords cut a groove in the crystals, Flash managing to regain his footing.

"You think you're the first one to try and trip me up like that?" Flash replied while rolling his eyes, "I made my resolve a long time ago. To fight against any evil that appears. Because if I fight it, others won't have to."

"You realise what that'll do, don't you?" Shroudheart chuckled, "If you keep fighting, you'll eventually come across somepony you can't beat. You have so much to live for, but you're willing to risk everything so somepony else won't have to. Don't you think your friends would want you to live? Have you ever thought how they would feel if you lost your life protecting them?"

"Of course I have," Flash responded, "That's why I keep training. Keep getting stronger. So that I'll always return to them."

"But you won't always return," Shroudheart cackled, "I've seen it. Seen your end. If you defeat me, you'll face a power you can't possibly imagine. One that will end with you losing everything."

"You don't know that," Flash growled.

"But I do. Do you remember your apprentice? When he came back in time? When he told you what would happen to you?" Flash glared at him as he continued, "Well, I know what happened to you. And you're still heading to that fate. If you defeat me, it will seal it for you."

"Like I'd believe that," Flash instantly replied, "You're just trying to throw me off my game. The future isn't set in stone. You think this pony is strong enough to defeat me, but I don't believe that."

"I never said he would beat you," Shroudheart laughed, "But the one you'll face is so powerful that the only way to defeat him is to push yourself to your breaking point and then go far beyond that." Flash hissed at this, remembering the vision he had seen in Aurarora. "Just watch. Beat me and you will be forced to face the one who hates you the most. And that hatred will fuel them into becoming the greatest threat this world will ever see...and in order to defeat him, you will have to give up everything that's precious to you. You'll give everything up to save this world and make your friends feel despair like they've never felt before."

The statement made Flash go slightly wide-eyed, remembering the destruction that had happened to Ponyville and the villain he saw in that vision. And seeing a look of doubt on his opponent's face, the dark pegasus pulled his sword free. Flash did the same as Shroudheart attacked in rapid succession, his opponent barely able to block each blow, only for Shroudheart to push Flash's sword down before a tendril of darkness flowed out of him.

It thrusted into Flash's face, knocking him back. Shroudheart tried cutting him next, but Flash quickly spun and blocked it with a swipe of his blade. The blow smacked Shroudheart back before pushing the sword away and threw another shadow punch, Flash ducking under it before another came out and slammed into his chest.

"AUGH!" Flash was sent out of the crystal corridor, only to slam into one of the throne room's columns, his sword flying out of his hooves. He felt himself slump for a second, only to see Shroudheart throw his sword at him. Flash leapt away at this, the blade slamming into the column. The pegasi then saw the blade, only to see Shroudheart thrust out a shadow claw before clutching it.

Remembering what happened earlier, Flash began to flap away as the sword flew down and cut right through the stone. If Flash hadn't moved, he would have been split head to hoof. He zipped over to his sword, Shroudheart charging at him again. The pair clashed again at this, their blades glowing golden and purple as they smashed together. Sparks flew off, the pair glaring each other down as they pushed against each other.

It was in that moment the throne room doors flew open, Twilight and the rest of Flash's friends rushing inside.

"FLASH!" They all cried, making the pegasus smirk, only for Shroudheart to grab Flash with his shadow wings. "NO!" Flash gasped as he was squeezed, making him let out a squeak of breath. Twilight unleashed a blast of magic at this, but the evil pegasus pulled away, dodging the laser before throwing Flash across the room.

"Augh!" Flash crashed into another column, slumping over as his friends ran over to him.

"Are you okay?" Twilight asked.

"Nothing's broken," Flash moaned, "But he's tough. I can't land a single hit on him." They all turned to Shroudheart, who smirked at them as he leapt to where his throne was sitting.

"Here to fight the good fight with nothing but your wits?" He laughed, the shadows forming around him as he raised his sword. "Admirable, but foolish!" He fired a beam of dark light from his sword, only for Discord to slither up and snap his fingers. Doing so caused a wall of magic to appear, which transformed the energy into custard as it flew through it. They all sighed in relief as Discord turned back to them.

Shroudheart raised an eyebrow at this, then fired again, only for Discord to snap his fingers and transformed it into pink smoke. "Well, I guess it's on me to be the MVP today." Shroudheart fired again, Discord turning the attack into balloons. "I was betting on you, and I do hate being wrong." Another blast, this one he turned into butterflies. "Although if you think about it, I am your friend, so maybe you win because friendship wins?" Shroudheart kept blasting him, but he effortlessly transformed each attack without even looking. "Although Fluttershy should get most of the credit for that. She's my favorite."

Hearing these words, Shroudheart smirked before changing his target. In the blink of an eye, his laser shot for Fluttershy, the pegasi gasped, only for something to leapt in front to shield her at the last moment. Time seemed to stop as the seven ponies watched the blast hit Discord in chest. It wasn't even half a second, but it felt like it lasted an eternity. And when time sped up again, it appeared to to make up for slowing down before and moved at three times the normal movement. Discord was sent flying past them, slamming into a wall as the others turned to him in shock.

"DISCORD!" Fluttershy screamed as they ran over to him, the seven staring at his smoking unconscious body.

Shroudheart chuckled, which broke into full on laughter, "Lord of Chaos. More like the Lord of Punching Bags. I have to admit, that was rather fun. I've watched a lot of timelines with Discord in it, and I've always enjoyed when he got his flank handed to him. Glad to know I now get to add my name to the list of those that can beat him."

The others were barely listening to them as they gathered around Discord and Rainbow lifted his head. "Discord!"

"We need you!" Twilight cried while Fluttershy teared up.

"Oh," she hugged his neck and shook him, "Please wake up, please wake up..." Discord's face started moving at this, "Discord!" She cried as he opened his eyes, hugging him while the others smiled.

"I'm so glad you're okay!" Twilight cheered, "We can't beat him without you!"

"I doubt he would be much use," Shroudheart cackled from his throne, "I blasted him with the same magic I disabled Flash with. He won't be able to use his chaotic powers for a while."

They all stared at Discord, only to see him cough before speaking out in a weak voice, "It would appear that you're on your own." He took a ragged breath before snapping his fingers, but not even a spark escaped them. "I have nothing left to give."

His head fell at this, the group gasping as Flash yelled, "Discord! Come on! You're the Lord of Chaos! You can shake off a little dark magic!"

But Discord just coughed at this, the group now realizing their situation.

"That's it, then?" Applejack asked, "We're doomed?

"And the penny drops," Shroudheart cackled as he pushed himself to his hooves. "You were doomed the moment you decided to face me." His sword began to spark with energy, "But you were worthy opponents. For that reason, I will make your end quick and painless...mostly." He raised his sword as the energy flew off the blade and gathered in a sphere above them.

The ponies all went wide-eyed at this, only for Flash to whisper, "No...it can't end this way." He spun around and glared at the dark pegasi, "I refuse to let it end this way! We will find a way to stop you!"

"HA! How?!" The sphere grew larger at this, "Gonna pray for a miracle?"

"Why not?" Flash replied, "Miracles can happen. But only if you never give up and have the will to make them happen." He spread his wings, "If it's the only way to stop you, I'll make a miracle happen."

"Well, you better make it happen quickly," Shroudheart laughed before swinging his sword at Flash. "BECAUSE THE END IS NIGH!" With that, the sphere shot for them, the girls all bracing for impact. And as they did this, Flash closed his eyes and dug deep. He thought about everything he had to lose. His friends, his family, his home. The vision he had seen in Aurarora, and the nightmare Shroudheart tried to stop him with. He would not let those events come to pass.

So as the dark sphere came toward him, his eyes opened and shined gold.

Author's Note

Well, things have finally reached their peak. Will Flash and his friends be able to defeat Shroudheart? And if they do, what will happen with Shroudheart's warning. Only time will tell.

Chapter 5

The girls all screamed as they braced themselves, expecting Shroudheart's power to completely obliterate them. But the pain never came, making them open their eyes to see that Flash standing with a brilliant golden glow radiating off his body, taking shape and forming his Sacred Light armor. That light also formed a shield, which was blocking Shroudheart's attack.

"What?!" The evil version of Flash Sentry yelled, "How?!" Flash smirked at this, only for the armor to begin to fade, Shroudheart attacking again. The blow knocked Flash back, the armor dying out as light vanished before he slumped over.

"Flash!" Twilight gasped.

"Sorry, I'm still not at one hundred percent. That's all I had in me." Flash muttered out as he tried to stand up.

"No..." Twilight whispered, only for another voice to speak up.

"Listen to me," they turned to the still weakened Discord. "You don't need me. You don't need the princesses, and you certainly don't need the Elements or the Sacred Light." He let out a cough. "Fluttershy," he placed his hand on her cheek, "You will always be kind. Applejack, you will always be honest. Rarity, you'll always be generous." His breath became ragged, "And Rainbow Dash will be loyal as can be." The four ponies smiled at this sentiment. "Pinkie will always bring laughter wherever she goes," the earth pony shined a big grin at this. "Flash, your courage is what first forged your Element." Flash smirked, remembering how he stood up to Nightmare Moon when that happened. "And Twilight..." He let out another cough, "You are and always will be the embodiment of magic." The alicorn began to tear up at these kind words.

"I think I'm gonna gag," Shroudheart covered his mouth. "Does anypony have a bucket?"

The others didn't listen, too focused on Discord's words. "You lost sight of what's in front of you. You're here, together, willing to give everything you've got for Equestria. Nothing and nopony can ever take that away from you, because that's who you are."

The seven all smiled at these words, only for Shroudheart to moan out, "Oh, give me strength." They turned to the villain, seeing him roll his eyes, "Oh please. You may have each other, but what do you have that can actually hurt me? I've seen many different worlds in many different timelines. I've seen you succeed, and I've seen you fail. And I'll tell you, all the times you succeeded were only because of those things this fool tells you you don't need. Do yourselves a favor and accept that this is the end."

And then, Shroudheart began to laugh, darkness swirling around his whole body.

"You're lying!" Twilight yelled, "You might think you know everything that's going to happen, but you've got one major disadvantage. I know that face. And I know what it looks like when it's lying!" Shroudheart stopped laughing at this, "You've seen us win on our own. You won't tell us how, but you've seen it, and that's all I need to know." She turned to the others. "Discord's right. We've proven time and time again that the real magic is the seven of us working together!" They all stood in line, three on either side of the alicorn. "With my friends by my side, I'm not afraid of you! I'm not afraid of what you can do or how much power you have!"

Shroudheart just shook his head again, "So pathetic...you should fear me." Shroudheart fired a blast of dark magic at this, only for Twilight's horn to shine, creating a shield that cancelled the attack out instantly.

Twilight staggered back at the blow against the barrier, but she pushed herself tall a second later. "You may knock us down," the seven began walking forward. "But we're gonna get back up again!" Shroudheart fired another blast, Twilight blocking it, a slightly less stagger happening this time. "And again!" Shroudheart fired and this time, Twilight's horn glowed to form a blade of magic that cut the attack in half. "And again! As long as we're together, we will never stop trying to defeat you!"

"SHUT UP!" Shroudheart fired his magic at full force, but Twilight unleashed her own magical blast. The two beams struck, pushing against each other as it quickly knocked Twilight back, only for the alicorn to feel Fluttershy grab her hoof.

"For our friends!"

"For our families!" Rarity and Applejack grabbed their hooves as Pinkie and Rainbow placed their hooves on their backs.

"For our home!" Twilight smiled as Flash placed his hoof on her back and nodded at her.

"For Equestria!" They exclaimed together as the magic coming off of Twilight began to spread around them all. As it did this, Shroudheart's magic was completely cancelled out and he staggered back against his throne.

"That's not possible," he growled, "You have no power! I destroyed it at its very core!"

"That's where you're wrong," Flash replied, "The Elements might have helped channel our power, but they were never truly the source of it."

Twilight nodded, "You can't destroy our friendship!"

"And we keep telling bad guys," Rainbow added.

"But y'all just don't seem to remember," Applejack chuckled.

"FRIENDSHIP IS MAGIC!" They all yelled as the energy exploded off of them. Shroudheart fired another attack, but his magic simply bounced off the magical barrier.

"You fools!" he screeched, "You have no idea what you've done!" The field struck him, making him scream as his body began to burn away. "You'll come to regret this victory! All you've done is bring about an even greater threat!" Only his head remained at this as he focused all his attention on Flash. "Remember what I told you! You may win this battle, but winning the war will cost you EVERYTHING!" With that, his body completely vanished.

The magic then exploded outward, destroying the crystals filling the throne room before extending out into the rest of the castle. As it hit every pony, the mind control they were under completely vanished. It then spread throughout the rest of Canterlot, freeing the ponies, then to Ponyville where the crystals filling it completely vanished.

And when the light faded from the throne room, the seven ponies fell to the ground, gasping as they saw everything was back to normal, with even the stain glass windows restored. They all sighed in relief, then started laughing at their victory.

"WE DID IT!" Pinkie cheered, the others smiling as they hugged one another.

But as they began to celebrate, a tiny wisp of black smoke came out of the floor where Shroudheart had been standing. The black smoke rose up, soon flying up to the ceiling and out one of the few holes the magical blast hadn't fixed.

An hour later, Celestia and Luna returned to the castle as the magical shockwave had blasted much of the Everfree Forest back away from Ponyville. This had allowed Starswirl to remake an old ward he had used in the old days to keep the forest from going out of control, though he would need to return every now and then to recharge it. And when the sisters arrived in the throne room, they were surprised to see all but Flash tending to Discord.

The Spirit of Chaos was currently laying on a bed of pillows, the girls doing their best to keep him comfortable. "Aw..." Fluttershy asked, "Do you want more juice?" Discord thought about this while Grand, Lightning, Iron, Heart, Soul, Spike, Starlight, Soarin, Wild and Rogue arrived in the throne room.

"Only if it's not too much trouble," he told her weakly. "And it's red. And it has one of those little umbrellas. And two cherries. No, no, actually, make it three. And maybe, uh...some donuts?" Fluttershy smiled at this.

"I see you've made yourselves at home," Celestia laughed as the others turned to them. Flash was especially glad that Heart and Soul were okay, also hoping Scootaloo and everyone else was fine while the rest of the Mane Seven's significant other rushed over to embrace them.

Twilight was the only one who didn't seem to be happy as she moved over to the Royal Sisters. "What's wrong with Twilight?" Soul asked Flash, but Flash had a feeling they were about to find out.

"Celestia! Luna!" Twilight looked down in shame. "I know what you're going to say. I should have called on you as soon as I knew how dangerous it was. A good leader knows when to ask for help, and I didn't. And because of me, the Tree of Harmony was destroyed. Equestria deserves somepony much better than me as its leader."

Everypony frowned at this, only for Celestia to speak up, "You're right." Everypony went wide-eyed at this, only for Celestia to add, "About one thing." She placed a hoof on Twilight's shoulder, "A good leader knows when to ask for help, but a great leader has the courage to admit when they've made a mistake and the strength to make it right. Today, you've proven to me beyond any doubt that you will be a great leader."

Twilight teared up at this, "W-w-will be?"

Celestia and Luna shared a glance, then smiled back at her. "Luna and I have decided it may have been a bit unfair to thrust this upon you without giving you the time you need to prepare."

Twilight sighed in relief, "Thank goodness! I really wasn't ready!"

"Not ready?!" They all spun around to see Discord jump to his feet, the draconequus marching up to them. "So, Twilight's not taking over?! This was all for nothing?! I pretended to be very hurt and gave one of the most convincing speeches of my-"

"PRETENDED?!" Flash, Twilight and Fluttershy screeched.

"Of course!" He nodded, "You don't think some two-bit Flash ripoff could actually hurt the Lord of Chaos, do you?"

"Seriously?!" Flash yelped, "Do you have any idea how hard it was to summon my Sacred Light back there?! It almost felt like my brain exploded!"

"Oh, you're fine. Anyway, as I was saying, I pretended to be very hurt to convince you that you didn't need anything but yourself to be the incredible leader I know you can be." He turned to Celestia, "And now it's not happening?!"

"It will," Celestia nodded. "But when she's ready." Discord slithered back.

"How can she not be ready?!" He walked up to one of the windows. "What a waste of a perfectly wonderful speech!" He slid the stain glass window up...somehow, and stepped through it. "Ugh! Honestly, I don't know why I even bother." He slid the window back down as the others looked one another over.

"Ugh! So, he could have ended the whole Shroudheart thing whenever he wanted?"

Fluttershy giggled at this, "But he didn't, because he cares."

"Maybe," Iron growled, "But what would have happened if you all didn't...figure out whatever the heck you did to beat him?"

"I'm sure he would have jumped up to save us," Flash scratched his head, "At least, I'm pretty sure he would have."

"That's Discord for ya," Rainbow shrugged.

"He sure has a weird way of bein' supportive," Applejack added.

"Super odd dude," Pinkie giggled before Discord appeared in one of the window images.

"I heard that!" He yelled before disappearing, everypony turning to one another before laughing.

"Also," Luna then spoke up. "Truth be told, Celestia and I had fun today fighting side-by-side with Starswirl for our home. It's been years since we've gotten to do what you girls do. You all make it look so easy."

"Easy?!" Flash asked, "Trust me, none of what we do is easy." He turned to Twilight, "How many times have we almost died since moving to Ponyville?"

Twilight rolled her eyes, "You're the one that mostly takes up that list."

Everypony laughed as Grand stepped up to them, "Luna's right though. You seven have done some amazing things. Even when everything seemed hopeless, you all pulled through and did the impossible."

Most of the girls blushed at this while Rainbow flew down next to Twilight. "Well, we are kind of an awesome team."

"Every adventure is heart-pounding, but so rewarding." Fluttershy added.

"I'm up for anything," Pinkie bounced up beside her, "As long as it's with all of you!"

Rarity giggled at this, "Life certainly hasn't been dull since we met."

"Nowhere else I'd rather be," Applejack chuckled.

"Yup," Flash nodded, "We just gotta learn not to be so cocky. That's what let Shroudheart get the upper hoof on us before."

Twilight nodded as well, "We are pretty incredible together. And we would do anything for Equestria. I guess I know that when the time comes, as long as we're together, we probably-" Her friends all cleared their throats, "We definitely got this." The others pulled Twilight into a hug, everypony else smiling at the heroes that had once again saved Equestria.

"Well," Grand sighed, "We'd better make sure everything's back to normal. That magic wave got rid of the dark magic and crystals, but Canterlot and Ponyville probably has some damage we'll need to fix."

The others all nodded and began to walk out of the throne room, Flash being the last one to do so. And as he did this, he thought back on his fight with Shroudheart, the pony's words echoing in his mind. "Just watch. Beat me and you will be forced to face the one who hates you the most. And that hatred will fuel them into becoming the greatest threat this world will ever see. And in order to defeat him, you will have to give up everything that's precious to you. You'll give everything up to save this world and make your friends feel despair like they've never felt before."

Flash held up his hoof at this, "The greatest threat..." he whispered. Something was coming. Something powerful...and dangerous. The pegasi shook his head at this, "No. I won't let that happen."

Meanwhile, at the Legion of Doom...

Cozy Glow had Tirek, Chrysalis and herself in a circle holding hooves...and hands.

"Now," she explained to the annoyed pair, "I'll say something nice about centaurs. Tirek, you say something nice about changelings. And Chrysalis, you say something nice about ponies!" This statement got a look of disgust from the former queen.

"NEVER!" She shrieked, pulling her hoof out of Tirek's hand. She would have pulled herself free of Cozy, but the filly had quite the grip on her despite her size.

But before she could yell anything else, though, hoofsteps made them turn to see Grogar step into the room. "Let us hope the three of you will be enough for my plans."

Chrysalis finally freed herself from Cozy, "And what of this Shroudheart?"

"Did he succeed?" Tirek asked, only for Grogar to let out a quick laugh.

He stepped up to his crystal ball, which activated and showed the scene where Shroudheart was obliterated by the Mane Seven. "I'd say he gambled...and lost! But at least he can serve as a warning to those who doubt continuing with my plans." He got up onto the table and glared down at them, "Unless any of you have doubts."

"Uh," Tirek gulped, "Not I."

"Nope!" Chrysalis shook her head.

"I'm good!" Cozy finished.

"Then we shall join forces and work together to bring Equestria to its knees!" He laughed, the three all joining in but not being as enthusiastic as Grogar. After a few moments of this, the goat stopped laughing, the three doing the same, "Now, our first objective should be to acquire more power. I'm not as strong as I once was, and if we intend to defeat these ponies, we'll need to increase our strength."

"How do we do that?" Cozy asked.

"I'll find the solution in time. Until then, you three continue to work on your teamwork. We'll need to be a well-oiled machine if we wish to be victorious." Cozy smiled while Tirek and Chrysalis glared at him.

Cozy then scratched her head, "I'm still curious. At what point did this Shroudheart go off plan?" The others turned to her, "He said his plan was originally Sombra's from another timeline. But when did he go off the plan? Did Sombra not return and destroy the Elements? Or was Shroudheart planning something else?"

"Huh," Tirek stroked his beard, "Good question. That's the problem with time related plans. You never know when or where something is different. I guess we'll never know."

"I'm sure his plan was to simply destroy the Elements," Grogar added, "If he set anything else up, I don't see what it could be. He's gone now, and we'll have to focus on stopping those ponies without him."

The Flash clone huffed as he continued to dig in the dirt. As he did this, he glanced around at the area he was in: A giant valley with large mountains on one side and a stream running through it. In the middle of this valley was the stump of a giant tree, the rest leaning against one of the mountains.

He had been digging for who knows how long, the clone terrified of what might happen if he didn't find what he had been sent for. As such, the area was full of holes he had dug. Shroudheart had told him the object he seeked shouldn't be too far buried, so he had opted to keep making new holes whenever he dug deeper than his shovel was long.

"Is it even here?" He asked as he thrusted his shovel into the dirt. But as he did it this time, he felt it hit something that wasn't soil, rock or even a root. This caused his eyes to go wide and pulled the shovel out, instead getting down on his knees and digging away at the last of the dirt with his hooves. And when he did, he found what he had been looking for.

It was a mask. A black mask with red trim on the sides and red eyes.

As he picked it up, he could feel the dark power coming off of it. "Is this really supposed to be the instrument of Sentry's destruction? How?" But as he said that, something flew down from the sky. The black shadowy smoke.

The clone saw it for a split second, only for the mist to fly into the mask. He gasped and dropped the item, which fell to the ground as the dark energy within it began to pulse. The clone backpedaled, only for it to start floating into the air.

"What?" The mask floated until it was level with his face, the red eyes beginning to glow. He expected it to start talking, but instead...tendrils of black shadow exploded out of it, the pegasi gasping as he tried to run. But before he could do anything, the tendrils wrapped around his neck, legs, wings and even his tail, completely binding him in place.

"AHHHH!" He screamed as the tendrils began to retract and pull him toward the mask. "NO!" But it was no use. He couldn't even move, "Please...don't do this!" The mask began to turn around, the clone's face getting closer as he tried to squirm, "NOOOOOOOOOO!"

An explosion of black smoke completely engulfed him at this, only for it to instantly fade. And what now stood there was a pony in black armor, with holes in the back that looked like a pair of wings should stick out through. Its face was that of the mask, but with a long red horn sticking out of its forehead. Its legs were black, but turned red at the hoof while red fur could be seen around its neck and chest. And instead of a tail, it had a bunch of black chords with red blades at the tips.

Smoke exploded out of the holes at this, the fog morphing into different shapes. One moment they were a pair of black wings with three red metal spikes sticking out of them, then they transformed into three fingered claws with the spikes on the tips. They changed several more times before reverting back into the wing shapes as the eyes began to glow. The figure looked itself over as memories began to form in his mind. Memories of his master, of merging with him in an attempt to save him. Of being defeated by that fire child and his master promising his rage would never die.

New memories then appeared, memories of being born from a tree and living in constant fear. Of being trapped out of time and watching multiple universes play out. Of being pulled out of time and recruited to destroy Equestria. Of being destroyed by the power of friendship

Throughout these memories, one thing was apparent. Hatred. Hatred for a pony and a thirst to destroy them. And he would. "Flash Sentry," he growled. "I will take away everything you love."

Author's Note

Well, we're in the home stretch. Just one more story of this series to go. How will things end? Well, you'll have to wait to find out. Next week, a preview of something I've been working on. See you then.