The Pale Rider by Artemis

by Apollo and Artemis

Rating: teen
Tags: Crossover, Gore, My Little Pony: Friendship is Magic, Human, Main 6, Other, Adventure
Length: 9832

No rest for the weary. Not even for Death.

The Apocalypse was over. Earth was nothing but a smoldering mass of debris and corpses. The Hellguard had won the war, the humans not putting up much of a fight and the Horsemen killing indiscriminately. As the Hellguard returned to the White City, a strange glowing bluish white rune appeared underneath Death and he disappeared. Death awakened to the sight of small, colorful horses. Oh, how his day did not go his way.

Just something some people wanted me to do.

Published 2012-10-06 04:20:02 UTC
Last updated 2014-08-17 21:34:26 UTC

Prologue

Death nodded grimly in satisfaction as the last of the demons were slain. The Horsemen didn't discriminate when they killed each race. They killed Angel and Demon alike. The Angels just got lucky. Death looked to the skies as the Angels let out cries of victory and they returned to the White City. Death strode among the corpses of angels and demons and spoke to the last survivors of his kin.
"Well, that was a good one." Death said as he kicked a corpse away from his foot.
"Yes. Although, it wasn't nearly as fun as the one with the Ravaiim." Strife admitted. The humans didn't put up much of a fight. The Horsemen fought angels and demons all the time. The third party in the Apocalypse was always what made it fun for them.

"The humans didn't last." Fury said as she dismissed her flaming whip.
"I didn't think they would." War said with his characteristic scowl. Death walked over to a building that looked like it was on the brink of falling on top of the Horsemen and found a worn black book. He opened it and turned to the last pages.
"What are you holding?" Fury asked.
"The humans' interpretation of the Apocalypse." Death replied and Fury became interested.
"Oh, how interesting." She said as she moved close to read with Death.

"Revelation 6: 1-2
And I saw when the Lamb opened one of the seals, and I heard, as it were the noise of thunder, one of the four beasts saying, Come and see. And I saw, and behold a white horse: and he that sat on him had a bow; and a crown was given unto him: and he went forth conquering, and to conquer." Death said and he thought for a second. He looked to Strife.
"This must be you." He said laughing a little and Strife grunted as he closed his eyes and crossed his arms. Death laughed a bit and continued reading.

"Revelation 6: 3-4
And when he had opened the second seal, I heard the second beast say, Come and see. And there went out another horse that was red: and power was given to him that sat thereon to take peace from the earth, and that they should kill one another: and there was given unto him a great sword." Death said as he looked to War, who simply grunted. He took that as a sign to continue.

"Revelation 6: 5-6
And when he had opened the third seal, I heard the third beast say, Come and see. And I beheld, and lo a black horse; and he that sat on him had a pair of balances in his hand. And I heard a voice in the midst of the four beasts say, A measure of wheat for a penny, and three measures of barley for a penny; and see thou hurt not the oil and the wine." Death said and thought for a bit. After a moment, he looked to Fury.
"They must have been talking about you. They got you all wrong." Death said and the only female Nephilim grunted in annoyance.
"Humans are ignorant." Fury simply said and Death continued.

"Revelation 6: 7-8
And when he had opened the fourth seal, I heard the voice of the fourth beast say, Come and see. And I looked, and behold a pale horse: and his name that sat on him was Death, and Hell followed with him. And power was given unto them over the fourth part of the earth, to kill with sword, and with hunger, and with death, and with the beasts of the earth." Death said and he sighed.
"They got me wrong as well." Death said as he closed the book.

"At least they got your name." Fury said and the other two nodded in agreement. Death walked out of the building with the other Horsemen and he called Dust. As Dust settled on his shoulder, a bluish white rune appeared underneath him. Before he could react, the rune glowed and let off a bright flash, Death disappearing on the spot.

Darkness. That was all Death could see. Death slowly opened his eyes and saw that he was in a ruined throne room and there were three small figures before him.
"O, Pale Rider! Grant us your power!" The first figure said as it knelt on its forelegs.
"Did you bring me here?" Death asked and the other two nodded. Death closed his eyes and spoke.
"Well, that's all I needed to know." Death said as he drew his scythes. Before the first creature could gasp in horror, its head was forever separated from its body. The other two screamed and they tried to run, but Death was fast. Death impaled the next creature with his scythe and threw the body away. Death ran up beside the last creature and held his scythe out, the creature running into the blade headfirst, slicing its head in half. Death returned his scythes to their position on his hips and he looked around the ruined castle.
"Where am I?" Death asked himself as he headed for the door. When he reached the door, he held out his left hand; two spectral arms placing their hands on the door and pushing it open. Death looked and saw that it was night time in a dark forest. He went onward.

As he walked, he could hear the growls of feral creatures that wanted to tear their teeth and claws into him. He just let them be and eventually, they attacked. A huge beast came flying out of the trees to his right and Death simply stepped back. The beast crashed into the trees and shook its head to clear its vision. It looked like it was a mix of a lion, a scorpion and a dragon. Death let out a humorless laugh as he readied his scythes.
"I've seen insects tougher than you." The masked Nephilim taunted and the beast readied itself to pounce. Death wouldn't let the beast get the better of him. Death charged forward and stabbed one of his scythes into the beast's right paw and it wailed in agony. He ran behind the beast and slashed off its tail. Before the beast could roar in pain, Death was above it. He jumped above the beast and let the Mace of Everflame materialize in his hands. He dropped down and smashed the mace into the beast's face, completely destroying the skull in an explosion of fire. The flames of the explosion seared the trees around them. Death let the mace vanish as he retrieved his other scythe.

"Hardly a challenge." Death said as he walked deeper into the forest.

Luna was in her room, finishing the paperwork for the day. As she finished, she let out a sigh of relief. She had been writing for most of the night and she needed to stretch her cooped up wings. She let the quill in her magic grasp drop onto the desk and she threw the doors of her balcony open. She walked to the edge and jumped off, opening her wings to catch herself as she neared the ground. She rocketed into the night sky and she let out a yell of joy as she broke through the clouds. It had been so long since she had just flown off into the sky with the wind whipping her cosmic mane and blowing past her face.

"It's been so long." Luna said as she settled on a cloud. She laid back and she felt the high winds blow her mane behind her. As she looked to her moon, she felt a wave of energy. It was almost impossible to feel, but it was unmistakable. Her parents had told her of this energy, but they didn't explain and simply told her that it was bad. Very bad. She immediately began to worry and she flew back to the castle to warn her sister of the possible danger.

A pony ran through the halls of the ruined castle and came to a stop in front of a large wooden door. He opened the door and a voice called out from the inside.
"Did it work?" The voice bellowed.
"Yes sir. But he has escaped." The pony said, bowing before the darkness. The creature that stood in the darkness and it flashed a fanged grin at the pony, causing it to tremble.
"That's alright. I will take care of my brother..." The creature said and it let out a deep laugh that sounded throughout the castle and into the night.

Author's note: Hey guys. School is really getting annoying. Please forgive me if it isn't good.

Ch.1: First Contact

Luna landed on her balcony and immediately broke out into a gallop for her sister's room. As she stormed through the halls of the castle, all the servants who were in the hall managed to get out of the princess' path before she trampled them under her hooves. She eventually reached a pair of grand doors that had the symbol of a sun on it. She began pounding her hooves on the door.
"Sister! Sister, we must speak with thou!" Luna shouted as she banged her hooves on the door, leaving small cracks on its shimmering surface.

Celestia was already fast asleep when Luna had assaulted her door with her hooves. She snapped awake as the loud banging reached her ears. She could also hear her sister shouting 'sister' from behind the door. She immediately began to worry. She only called her sister if it was something of grave importance. She quickly got up and opened the door.
"Sister, what's wrong?" Celestia asked with a worried look and Luna simply panicked. She quickly motioned for Luna to sit on the bed.
"What's wrong?" Celestia asked again and Luna responded.
"Sister, do you remember when our parents told us of a powerful and bad energy? We have felt it just now..." The princess of the night said, looking through her memories for their parents' exact words on the subject.

Celestia tried to remember what her parents had told her. She could remember that they were quite young when this energy was explained to them. Before even their first meeting with Discord. They told them that the energy was very bad and if it was allowed to roam Equestria, it would ravage Equestria and turn brother against brother, sister against sister, family against family and pony against pony in general. As she remembered this, she could feel beads of sweat beginning to form on her brow. She quickly wiped them away and looked to her sister.
"Yes, I do remember. And if what you're saying is true, we have to act now. Where did you feel it?" Celestia asked.

"In the sky above Canterlot. We could feel the wave coming from the Everfree." Her sister managed to say before motioning her sister to exit and follow her.

Death walked through the shadowy forest, growls and snarls all the while ripping from the throats of unseen predators. He knew they were simply terrified of him and they just wanted him to leave. He simply laughed at their attempts at scaring him. He continued walking and found yet another brave soul as he entered a clearing.

A strange beast dropped from the trees. It had three heads and large draconic wings. A lion's head that was underneath the head of a goat. As the beast dropped down, drool falling from its lion's mouth, a snake's head slithered out behind it, which must have been its tail. The beast snarled as it circled Death and he let his hands hover over his scythes, ready to cleave the beast in two in a heartbeat. The creature charged at the Nephilim. He jumped backwards as its claw descended on him; a spectral version of his Reaper form slashing at it, removing one of the horns of the goat head. The beast roared in anger and breathed a stream of orange fire at Death from its lion head. Death jumped back as the fire scorched the grass and ground where he was standing only moments ago.

The beast stopped spewing flames and charged at him. Before the beast hit him, Death threw his arms to the sky and three coffins burst out of the ground, hitting the beast squarely in the jaw, throwing it back as the coffins burst to reveal ghouls. These ghouls weren't like the ghouls he summoned before. While they retained their necrotic and burning nature, they were equine in body structure and were about three to four feet tall. This didn't hinder their effectiveness in the slightest. They all charged at the still recovering creature, growls and snarls escaping their throats as they did so. They beat their hooves on the beast and it roared. Its snake head lashed out at the ghouls, knocking them down and causing them to explode.

The creature recoiled in pain as the flames of the explosions burned through its fur and seared its flesh. It opened its eyes and saw Death hovering above it with the Gorewood Maul in his hands. Death slammed the hammer into the goat head, breaking right through the skull and propelling him to the tail. He let the hammer vanish and be replaced by his twin scythes, The Harvester. He dropped onto its back and impaled the snake head as it approached him with his scythe. He jumped off the beast, who could barely stand let alone walk. It looked to Death, who was chuckling.
"Is that the best you can do?" He taunted as he prepared his scythes. Death glowed a purplish light and he rushed forward in a purple and orange streak. A split-second later, he was on the other side of the beast. Neither of them moved for a second. Death slowly returned his scythes to their original position and as they attached to his hips, the beast exploded in a shower of gore and fire; blood and viscera coating the trees around him.

Death simply turned away and walked deeper into the forest; in a direction he believed was the way out.

Luna and Celestia flew out of the castle and headed for the Everfree. As they approached, they could feel the energy getting stronger.
"Luna, is this what you felt?" Celestia asked as they slowed to a hover above the forest and Luna nodded. They looked below them and what they saw nearly made them throw up. There were guts and blood all over the trees in the clearing. They both landed in the clearing to see what had happened.
"What in Equestria happened here?" Celestia despaired as Luna finally lost her composure. The smell of death wafted into her nose and assaulted her senses in waves. Eventually, she couldn't keep up with the smell and the sight. She expelled her dinner onto the forest floor as they approached one of the trees.
"How could this happen?" Luna asked as she wiped her vomit away from her mouth.
"I don't know." Celestia said as she felt another wave of the energy, this time to almost overpowering strengths. She clutched her head in agony and fell to the blood soaked forest floor.
"Sister!" Luna exclaimed as she rushed to her sister's side and the pain took effect on her as well.

"I-I don't know w-what this is, but we can't fight it alone. We have to go back." Celestia said as she got to her hooves and helped Luna to hers. Luna nodded and they took off into the sky, not wanting to be in the forest for any longer.

Death walked out into another clearing and found a small construct in the middle of the forest. It looked like a small shack. He looked into a window and found nothing of interest. He moved on. He looked to the forest floor as he walked and saw a few rays of sunlight breaking through the thickness of the trees above.
"It must be daytime." Death said as he called Dust, who sat on his shoulder.
"Show me the way." He said and the crow took off deeper into the forest and he followed.

Fluttershy had just woken up. She stretched her forelegs and yawned. She got out of bed and went down the stairs to see her animals.
"Good morning." She said and she was responded by a chorus of chirps, grunts, squeaks and many other sounds. She giggled and she prepared all their food. She watched as they quickly devoured the food prepared for them and she ate her own. Before she could take the last bite of her salad, she felt a thump on her leg. She looked down to see an angry white rabbit, impatiently tapping its foot with its arms crossed.
"Oh! I know what you want Angel." Fluttershy said, learning from all her past experiences that Angel usually got cranky when he wasn't fed what he wanted. She got up and moved for the cabinet. She opened it and pulled out a carrot, one she grew herself and thus, was of fine quality.
"Is this what you wanted?" Fluttershy asked and Angel quickly grabbed the carrot. He hopped away and Fluttershy just gave an understanding smile.

She walked out the door as she finished her salad and saw a strange sight. There was a crow perched on the roof of her cottage. She found this strange. She usually didn't see any crows around here. She called out to it, but it simply cawed back and flew off into the forest. She again found this strange. Before she could think any further, a figure emerged from the forest. It was tall. So tall that it towered over Celestia herself. It had what looked like bony claws on its hands, armored legs and a skirt of bone armor. It had a straight, long black mane and no mouth. She looked it over from a distance and saw strange..... things.... on its hips. She quickly dashed into her home when she saw it approach. She began breathing heavily as she peeked out the window to see the strange creature approach the house. She could barely breathe as the creature brushed its hand on the door. She waited for what seemed like hours as the creature just stood there with its hand on the door. Her breath was heavy and she was sweating bullets. What if that thing decided to just destroy the door and come for her? She looked out the window and saw that the creature had left. She breathed a heavy sigh of relief but stopped herself when she looked out the window again.

It was headed for Ponyville.

Death couldn't care less that the house was empty. He simply went in the direction of the town. There were bound to be people there. He held his hand out to his side and a horse burst from the ground in a torrent of green fire. This horse wasn't a normal one, however. It looked like a corpse and it had green flames in place of a mane and tail. That same fire appeared on its hooves. He mounted the horse that he named Despair countless eons ago and rode into the town. He wasn't really paying attention to the town, but his attention shifted to it when he heard the slamming of doors. He banished Despair and continued on foot into the very recently vacated town square. It didn't bother him that the people of this world were afraid of him. After all, who wouldn't be afraid of Death?
"What kind of people are these? Where is the security? I haven't seen a single law enforcer since I entered this place." Death asked, confused. Normally, every town he visited had some form of law enforcement patrolling the town. This one, however, did not.

As soon as he asked the question, he heard the sound of paws hitting the dirt as something ran. He turned and saw multiple twin-headed dogs snarling at him. Orthos. At least a dozen of them. And they weren't normal Orthos. The twin-headed dogs had black slime on many parts of their bodies and some of the bigger ones had yellow-green crystals on them. They were corrupted.
"Well, this is a surprise." Death said as the dogs circled him, drool and black slime falling to the cobblestone road from their growling mouths. Death had his hands on his scythes, ready to cut them to pieces, just as he did with those other monsters. Some of the monsters charged from all directions and he was prepared. He connected his scythes and swung it in a circle around him, his Reaper phantom mimicking the move and slashing through each Ortho. Death threw his scythe at an Ortho that lunged from behind him and dodged as it flew past him and hit another of the beasts. He quickly retrieved his weapon and replaced it with a pair of claws. These were strange claws. They had a trio of skull carvings behind a pair of massive insect mandibles each. The weapon's name was Achidna's Fangs.

Death jammed the claw into one of the approaching beasts, draining it of life and turning it into a dried out husk. He quickly replaced the claws with his scythes as another one approached. He sliced the beast in half with a scissor motion of his scythes. He looked around and saw only one of them standing. He knew what this beast was. Its name was Dioskilos. The twin-headed beast was the leader of the Orthos. It was much larger and stronger than its lower counterparts. It had a blue armor-like hide that was covered with large crystals, forming heavy armor that didn't hinder its speed and fighting capability in the slightest. It roared in fury as it charged for Death. He simply rolled to the side and threw his hand out. As he completed this action, a murder of crows appeared from nowhere and began attacking the large beast, all the while having caws and shrieks rip from their throats. The birds pecked at the tough hide of the Dioskilos and it tried in vain to swat them away. With every strike that the crows landed, the beast began to slow, ice beginning to form on its rock-like hide. Eventually, the beast had enough. It reared itself on its hind legs and slammed its paws into the cobblestone road and an explosion of fire sounded around them. The flames disintegrated the crows and the beast stared Death down, flames still burning on its corruption-infested body as it growled an snarled.

They circled each other, waiting for one of them to make a move. Moments later, the Dioskilos charged and Death let his scythes take on a purple glow and he charged as well. Twin scythes met gnashing teeth for the shortest of moments and passed each other the next. Another split second later, Death was in the same position he was in only a few hours ago: His back turned to a beast he was fighting and his scythes both raised in the wing formation that he often adopted after a Teleport Slash. They just stood there for a few seconds, waiting for the other to make a move. Eventually, he returned his scythes to his hips and the beast moaned in agony as its crystals shattered and it fell over, finally dead. Death turned and walked over to the body of the slain Ortho leader.
"Hardly a challenge." He said as he loomed over the Dioskilos' corpse and found something interesting. Among the shattered crystals was a pair of gauntlets. Both gauntlets were shaped like the Dioskilos' heads and had the same color. The right gauntlet had two blood-red crystals in place of eyes and the left had ice-blue crystals in the same places. They had bronze colored horns that pointed forward and glowed the color of its crystals. He picked up the gauntlets that he knew were named Dioskilos and let them vanish.

He caught something moving in the corner of his eye. He turned his head and saw a small, purple horse approaching him and then suddenly stopping when he looked at it.
"What in the..." Death said quietly as the small horse got closer to him. It took slow, small steps, showing that it really didn't want to approach him, but it had to. He could tell that the small equine's brain was screaming at it to turn tail and run, but it stayed and kept advancing, slowly closing the distance between them. He was confused. If it was his assumption, the thing saw him just tear apart a dozen Orthos without any mercy or regret. Why would it want to come closer to him? His train of thought was broken when he saw the creature only feet away from him. He knelt down and they stared into each others eyes, waiting for one of them to move.

Seconds seemed like hours as the two stared each other down. The equine was steadily losing ground in the mental battle against the Nephilim. The purple equine was sweating bullets as Death stared her down with a curious eye. Death thought that this thing would just turn tail and run. But it did something that he never would have thought it would do.
"Hi..."

Ch.2: Another Old One?

Death's expression didn't change in the slightest as the small horse spoke to him. He was used to seeing all the weird things in even a Nephilim's eyes. He neither spoke nor reacted to the equine's attempt at conversation, which unnerved it.
"Umm.... What's your name?" The purple equine asked, getting no response from the Pale Rider. This unnerved her, but she persisted.

"My name's Twilight Sparkle." Death decided to just introduce himself and get this whole mess sorted out.

"Do you not know who I am, small equine? Surely you have heard of The Pale Rider, Death?" He said and Twilight became rather confused.

"Your name is Death?" She asked and Death actually rubbed his temples in frustration. This is why he couldn't stand dealing with mortals. They never could understand anything higher than them. And he had to answer them now.

"Yes. What is this place?" He asked as he looked around to see some of the ponies exiting their homes slowly. He then returned his attention to Twilight.

"You're in..... Um.... Ponyville..." Twilight said in an extremely rare meek tone. Death immediately corrected her.

"No. I meant what world this is." He snapped rather quickly, causing the terrified mare to flinch.

"Y-You're on Equis and t-the country i-is Equestria....." She sputtered before backing away a little, her gaze not leaving the Nephilim. Death looked again and saw there were some of the ponies who were brave enough to come out of their homes with makeshift weapons like pots, pans and other cooking and eating utensils. He let out a dry laugh and turned to Twilight. Before he was able to say anything, a blue streak hit him squarely in the side and he staggered backwards. Annoyed, he looked at his attacker and almost let a smile creep onto his face. It was one of the ponies. It was a cyan pegasus with a rainbow mane and tail. It had magenta eyes that glared at him as menacingly as possible for it, which only served to make him laugh a little.

"What's so funny!?" The angry pegasus shouted and Death laughed a bit more. These things really didn't know how to look intimidating.

"A small, colorful, three-foot equine is hovering in front of me, making death threats. I find it rather amusing, don't you?" He said and the pegasus growled. Before it could strike again, a purple aura surrounded it and it was taken away from him.

"I'm sorry about Rainbow. She's only looking out for us." Twilight said and the Nephilim simply stared at her. This went on for a couple of moments, until Death broke the silence.

"Who is your ruler here?" He said. He just saw this small horse do telekinesis. If these things had magic at their disposal, then their ruler must be the strongest among them.

"Uhh..." Twilight was thinking of an answer. She didn't know this creature's intentions, so she didn't know if she should tell it about the Princesses. Before she was able to think of a good answer, a bright flash came out of nowhere and she thought to herself.

This is going to be bad....

Celestia felt a twinge in her forehead. It was a familiar twinge. It was the one she felt back in the forest, albeit much weaker. She immediately traced the twinge back to Ponyville.

"No no no no no no no....... Please, Twilight. Don't be in trouble...." Celestia despaired as she disappeared in a flash of light, causing the guards near her throne to gasp. The guards immediately took flight. They all followed their ruler's magic trail.

Death shielded his eyes as the flash went off. When the flash subsided, he took his hand away from his face and found something rather strange. A taller version of the ponies was standing in front of them in a defensive stance. It was white and it seemed to have both wings and a horn, which was glowing with a yellow aura.

"Who are you?" It said with a commanding tone. Death chuckled. These things thought they could mess with the Reaper and live?

"I am Death, Rider of the Pale Horse. And what might you be?" Death asked and one of the ponies answered for the larger one.

"She's Princess Celestia! The immortal alicorn princess of Equestria!" A voice in the background said. Death actually smiled for the first time in a long time.

"There is no such thing as true immortality. Everything can and will eventually die. All will meet the Reaper's blade." Death said. He wasn't much for theatrics, but today was an exception. He then turned to the so-called princess.

"Well? Will you let your subjects do the talking for you? Some princess you are." He said and Celestia flinched, but she quickly regained her composure.

"What are you doing here on Equestria?" She asked, her stance not wavering.

"I don't know. But if you can show me the way to the Tree of Life, I'd be glad to leave." He said and Celestia flinched again. She didn't exactly know what the Tree of Life was. Her parents told her about it, but she couldn't seem to remember.

"I....cannot tell you.." She said and Death narrowed his eyes. He was getting impatient.

"Why not?" Death asked, his tone laced with venom. He didn't usually speak or act like this, but the fact that he had to deal with mortals and that the only assumed Old One he could find didn't want to tell him what he wanted really pissed him off. Stacked with the fact that this world was so colorful and the dominant species were three foot equines, it really wasn't his day.

"Please don't misunderstand. I really can't tell you." Celestia tried to reason, but her pleas fell on deaf ears. Death held out his hand to silence her reasons. He really couldn't deal with this right now.

"Enough. If you won't tell me, I'll just have to force the answer out of you." He said as he drew his scythes and the ponies gasped.

"Who do you think you are to challenge the Princess!?" A voice called out from the back of the group. Death paid no attention to the voice that sounded somewhat like the buzzing of a fly and he brought his scythes in front of him.

"I won't let you hurt my ponies!" Celestia declared as her horn began to glow a gold color instead of its usual yellow. Death just saw this as another distraction and he charged with the goal of weakening the alicorn instead of killing it. He needed it, after all.

He dived under a golden beam of energy and connected his scythes. He quickly recovered and threw the now double-bladed scythe at Celestia. She reared her head back as she quickly put up a barrier between her and the spinning blades. She could feel the blades quickly whittling down her barrier with repeated strikes. Just as she thought her barrier would fail her, the strikes stopped. She was relieved, but she couldn't let it register as Death's next move came at her.

He leaped back a couple meters and he continued his assault, scythes slashing so fast, a small whirlwind lashed at Celestia. She responded by backpedaling to avoid Death's savage attacks.
"He's so fast..." She thought as Death's assault stopped for a moment. The break was short-lived, however. Death immediately connected his scythes into one large scythe and he swung it around in a deadly arc, the princess of the sun barely managing to duck under it to avoid the scythe's unnaturally sharp blade. He quickly shifted the scythe into a double bladed polearm and with it, he attacked. He swung the Harvester once, a shield getting between it and one of the princess' foreleg. The blade bounced off, but he used the momentum to swing again with the other blade with the same results. Death continued his assault, a dance of steel and sparks playing out before him.

Celestia was feeling the strain of the battle. With each savage strike, her shield weakened. With each unrelenting blow, her magic faltered. Death was too strong. But she would not give up. She could not give up. Her ponies depended on her to defeat Death and stop him from doing any harm. She jumped back and let her shield down, Death's attack carrying him through. He almost tripped, but he righted himself before anypony even noticed.

Celestia had her horn glowing with a spell ready to decimate Death. Then she released. Her horn shot torrents of sun fire at Death, it's searing heat melting the stone at his feet. The heat drove away any ponies that were too close. She stopped spouting fire and looked at her handiwork. A crater of molten rock was left in Death's position and any and all greenery were scorched into nothing. She turned to the terrified ponies to tell them that it was now safe, but then she heard the squelching sounds coming from the crater. A bony hand popped out of the crater, followed by another. Then, Death rose from his would-be tomb covered in a blue aura. Everypony's jaw dropped as the Pale Rider wiped off the molten rock as if it were nothing but dust.

"But.... How?" Twilight said, mind completely blown by the sight. How could anypony survive flames from the surface of the sun? Celestia was shocked and Death used this to his advantage. His hand glowed an eerie blue and a ghostly skull appeared from the length of his wrist to his knuckles. He threw his hand forward and a spectral version of it took hold of the princess with vice-like strength.

"Princess!" Twilight shouted as her horn lit up in a desperate attempt to think of a spell that could save her mentor from this thing. But she was too slow.

Death quickly swung his hand behind him and its spectral clone followed. Its ethereal fingers let go of the struggling alicorn and she slammed into a nearby wall, almost breaking it. Celestia struggled to stand. She could count at least three of her ribs had been broken by the impact. She groaned in pain as she got to her hooves, her body screaming at her to just lie down and rest. But she couldn't. She wouldn't. She would do everything in her power to protect her subjects. She finally got to her hooves, her battered and bloody body still screaming at her to stop her advances. The princess of the sun fixed Death with a glare that could have sent any mortal into shock. Unfortunately for her, Death was no mortal.

"Tell me where the Tree is and this senseless fighting will cease." He said as he brought his scythes in a cross formation, the same one he used when he threatened the Crowfather.

"I already told you.....I couldn't tell you even if I wanted to!" Celestia wheezed as her student rushed to her side with her horn aglow. Death pondered the meaning of her sentence for a minute. Then he realized something.

"Wait......You don't know where the Tree is?" He said and Celestia nodded. He couldn't believe this. How could an immortal not know what or where the Tree of Life was on its own homeworld? He knew that there was a Tree of Life on every world. It didn't matter if it was a tree or not. Hell, it could have been a rock for all he knew. It just existed in every world. He sheathed his scythes and looked to the sky. What was he supposed to do now? He didn't know if other Old Ones existed in the world. How was he supposed to go back to his siblings? His train of thought was interrupted by a swift kick in his side. He staggered back again and saw three ponies standing before him. Only these weren't the ponies from earlier. They wore gold armor reminiscent of the armor that Roman soldiers used thousands of years ago on the formerly beautiful Earth. Each of them held spears in their mouths that were pointed at him.

"I don't have time for you." Death grunted as he waved his hand and a murder of glowing crows appeared from nowhere and attacked the soldier ponies. They tried in vain to swat the murderous crows away, but they just continued to peck at them with rather sharp beaks. The beaks and claws dug into their armor and quickly into their skin, which began to freeze because of some dark magic infused in them. Celestia noticed this and she lifted her head.

"Death, please call off your crows!" She pleaded and the aforementioned Nephilim scoffed. With a wave oh his bony hands, the crows disappeared in a flash, leaving the injured guards alone. The guards flashed Death angry glares as he walked over to the Princess. "Death, come to Canterlot and we can discuss this. But please do not involve the ponies!" She said as she struggled to her hooves and Twilight whispered to her.

"Princess, are you crazy? You saw firsthoof what he can do. Why would you bring him to Canterlot?" She whispered and Celestia's reply was an unusual one.

"I know how dangerous he can be. But if we can discuss this in a civil manner with Luna present, I think we can help him leave." She whispered back before slowly limping towards the Nephilim. "Will you accept?" She asked, the strain in her voice very clear. Death simply grunted before answering.

"Fine. I have no other choice." He said as he folded his arms and looked towards the horizon. He then pointed at the mountain that housed Canterlot. "I assume that that is Canterlot?" He said and Celestia nodded.

"Yes. Now, I'll send for a chariot so we can-" She begins, but Death cuts her off.

"I'll get there on my own." He said and Celestia shot him a confused look. She opened her mouth to ask him how he would travel 200 miles in a day, but her opinion was silenced when she saw Death summon a necrotic horse. Death ran towards the exit of the town and he held his hand out, a green flame appearing on the ground. From the green flame came a corpse-like horse with green flames for a mane and tail. Death jumped on Despair and Celestia called out to him.

"Death!" She shouted and the Nephilim turned.

"What?" He asked with an annoyed tone.

"How do I know that you won't just run off?" She asked and Death sighed.

"Where would I go? If I knew where the Tree of Life was, I would have already been gone." He said as he galloped off, Despair leaving a trail of green fire in his wake. Twilight turned to the Princess with a worried look plastered on her face.

"Are you sure that this is a good idea?" She asked and Celestia shook her head.

"I don't know, Twilight." She said before teleporting back to Canterlot. Twilight heard groans behind her and she turned. They came from the guards who arrived earlier. They had a long flight ahead of them.

Ch.3: Arrival

Death sighed in frustration as Despair galloped towards Canterlot. So far, the day wasn't going so well. He had been attacked three times already and it wasn't even noon. "I have to find the Tree soon. I can't stand this place." He grumbled as he approached Canterlot. He eyed the city disdainfully as he approached the rather ornate gates. "Hmph. Unimpressive." He said as he trotted Despair up to the gates. The Phantom Horse turned around and drew its legs back. In a single swift motion, Despair bucked the gates with all its might, causing the massive doors to swing open with tremendous force that crushed some unfortunate guards who stood behind them.

Ponies shrieked in confused terror as the massive gates of Canterlot swung open, killing many guards in the process. But that was not the only thing they screamed about. Standing at the open gates was a massive horse. Or rather, the corpse of a horse. In place of a mane and tail, sickly green flames blazed. It's hooves were cracked with age, and yet they were the very ones that bucked the gates open. It's eyes shone green with supernatural power, casting a piercing glare at the terrified ponies who looked on. It was a beast of nightmares. And just when they thought it couldn't get worse, they looked at what was riding it. Atop the nightmarish steed sat a bipedal creature. It was similar to its steed in that it seemed like a corpse, skeletal and deathly in nature. It's bony, claw-like fingers were wrapped around the saddle's horn, the already terrifying visage augmented by the defiled saddle. It stared on at the terrified ponies with orange eyes that cast a baleful glare at them. Guards who survived scrambled to meet this new threat. But as they rushed to their stations, they felt a certain uneasiness. As if they knew that this was no enemy that they could defeat. Nevertheless, they took position, weapons raised against the Nephilim. A white stallion with a blue mane trotted to the front of the steadfast guards, holding his head high as he glared at Death.

"I am Shining Armor, Captain of the Royal Guard of Princess Celestia! Who are you and what reason do you have for being here?" Shining roared as he noticed the dead guards at the sides of the gates. At the sight of his comrades dead, Shining's eye twitched in barely suppressed anger. Who was this monster that he could so callously take pony life? Death dismounted Despair, the Phantom Horse disappearing into the ground in a flash of green fire.

"I am Death, Horseman of the Apocalypse. I seek your Princess." At this, Shining snapped. Judging by what Death had already done, he could only assume that he was here to harm Celestia. He grit his teeth in rage as he issued a single command to his forces.

"Attack! He must not harm Celestia!" He screamed and the guardsponies flew into action. Those wielding melee weapons charged headlong into the battle, while those with ranged weapons attempted to strike from afar. Shining Armor himself joined the attack, preparing to unleash a barrage of spells to subdue his foe. In the face of all of this, Death scoffed. He grabbed his scythes and prepared to meet his attackers head-on. He swung his scythe right, its blade loosing a torrent of blood as it bit into a guard's chest, tearing right through his armor as if it were tissue paper. He swung his other scythe left, this time bisecting a guard, its body severed cleanly at the stomach. He weaved through the crowd of guards with grace and fluidity, his strikes bearing the full intent to kill. With each slash, the streets were stained with blood. With every scream, a soul was sent into the Kingdom of the Dead. This was his duty. This was his art. This is who he was. Death, the Pale Rider.

All around, ponies screamed in terror at the horrifying dance of death playing out before them. They all tried to flee, some of them even getting trampled in the process, but none of them cared. All they cared about was getting away from the monster that was murdering ponies like they were nothing.

Shining was stunned by the skill and grace of this opponent. He moved faster than his eyes could follow and before he could register that he had killed one of the guards, he had already killed another. "What in Tartarus is he?" Shining thought to himself as his horn came to life, purple firebolts flying towards Death at high speeds. The Nephilim rolled out of the way and connected his scythes, throwing the gestalt weapon forward. It spun rapidly, tearing through the ranks of guards assembled to fight him and nearly taking Shining's head off. The scythe returned to his hands and he stared Shining down, all the other guards dead as he stared back, rage burning in his eyes. Before he could light his horn up for another spell, he heard a desperate and fearful cry come from behind.

"Death, please stop!" Celestia cried out as she burst through the main castle doors, tears beginning to pool at the edges of her eyes. Death chuckled morbidly as he returned his scythes to his hips, Shining taking his eyes off of him and turning to stare at Celestia.

"Princess!?" He said incredulously as Death walked to her.

"Ah, Princess. Shall we get down to business?" He asked as he ascended the steps, Shining lighting up his horn.

"Captain, please stop." Celestia said dejectedly as she turned away.

"But-" Shining began, but Celestia had already ushered Death inside and ordered the gates shut. "Dammit!" Shining cursed as he stamped his hoof on the blood soaked streets and gazed upon the carnage wrought by the strange monster. Bodies of ponies littered the street, hacked to pieces by its wicked blades. Ponies that had friends and families. Ponies came out from hiding, horrified and in tears at the sight of the massacre. Shining let out a harrowing cry of anguish and rage as he knelt by the corpses of his comrades and friends. Death would pay. For everything.

Celestia was silent as they walked towards the throne, her gaze cast downward, unwilling to look Death in the eye. Suddenly, as they neared the throne, Celestia stopped walking. Death walked a few meters ahead before noticing.
"Hm?" Death grunted in mild curiosity.

"...Why?" Celestia asked, her shoulders shivering. Death merely stared on, not answering. "WHY!?" She suddenly screamed as she lifted her head, enraged and with barely held back tears as she gazed at Death. The Nephilim scoffed in response.

"I did not start that fight. Your Captain did." He said, annoyed.

"And you complied!?" She retorted.

"Did you expect anything less?" He deadpanned. He could tell that Celestia was a very young Old One. She had neither the will nor the apathy required to weather the countless years and endless loss that came with being both a ruler and an immortal. Celestia looked away, her teeth gritting in rage and her horn lighting up.

'No, don't do it... You'll only make things worse...' She thought to herself as she breathed deep, trying to calm her rage. "..No, I did not..." She choked out as she looked back up to him. "Let's get you out of here." She said as she walked up to Death and they proceeded down the hallway to the right. "I will take you to my sister, Luna, and we can discuss matters properly." She said, her voice low with sadness as they walked. Death looked out the stained glass windows as he walked.

'Thank the Creator for this mask.'

Ch.4: The Dark Tide

The two immortals walked through the hallway in utter silence, neither daring to speak a word. They occasionally passed by a frightened servant or guard, Celestia only giving them a reassuring, if half-hearted, nod as they walked by. Soon, they reached a small balcony, Celestia taking a moment to look at the city of Canterlot. Her city. She sighed as she continued walking down the hall. She had already failed her subjects once. She would not do it again by failing to get this monster off their world. Eventually, they came across Luna, who came rushing towards them.

"Tia!" She exclaimed as she dashed for her sister. Death moved out of the way, crossing his arms as he watched the two. "Tia, are you okay?" She asked as she looked over her sister, trying to find any injuries.

"I'm fine, Luna." She said, smiling sadly. "I can't say the same for the guards, though..." She said, causing Luna to raise her brow in question.

"What are you talking about?" She asked, confused. Celestia shook visibly before answering.

"I... I'll tell you later. Let's go to the observatory." She said as they began walking down the hall, Luna keeping a fair distance from Death. As they walked, Luna tried her best not to even glance at Death. But her curiosity got the better of her. She took a quick glance at him, taking in every detail. His deathly pale skin. His powerful muscles. His dark armor. She quickly pulled her head back. 'He looks so strange...' She thought to herself as she risked another glance. She noticed that he was wearing a bone white mask. The mask made it appear as if he had no mouth, and it showed his orange eyes casting a menacing glare. She noticed the crystalline shrapnel in his chest, glowing ethereally. She also noticed the blades hanging from his hips. They were sharp, unnaturally so. And they were still coated in blood. Her eyes widened as she stared forward again. 'What in Tartarus...' She thought to herself. Suddenly, the screams coming from outside the castle made sense. Before she could let it sink in all the way, they had arrived at the doors of the observatory.

"Come in and we'll discuss matters." Celestia said as she opened the doors, entering ahead of the two. Death entered, but Luna was still in a daze, trying to understand what was going on.

"Are you coming?" Death asked as he walked into the room, snapping Luna out of her reverie.

"Ah... Yes..." She said as she walked into the room, her heart racing. 'I have a very bad feeling about this...' She thought to herself.

Deep within the Everfree, a dark figure laughs.
"So, he's reached the city... I suppose it's time I sent him a welcome party..." It says as it scrapes the ground with its fingers, the deep bass of an earthquake rumbling throughout the forest. Soon, it subsides and is replaced by countless feral roars. The chorus of animalistic hunger shook the earth, causing the birds in the trees to take wing, fearing for their lives. The dark figure raised its hand, silencing the cacophony of roars. For a moment, the forest stood in total silence, even the natural predators hiding in fear of the dark monstrosities and their master. It grinned as it pointed forward, the cacophony rising again, this time accompanied by thundering footfalls as the horde charged.

"Now, why are you here?" Celestia asked as they all settled in the room, Luna closing the door behind them. "I don't know myself. I was summoned by some sort of cult member inside a ruined castle." The Nephilim said. Luna, previously lost in her thought, had spoken up at the mention of a cult.

"A cult member? What was he wearing?" She asked urgently.

"A simple dark robe. Why?" Death asked, crossing his arms. Luna just shook her head. "I've never heard of a major cult that wore simple robes. This one must be fairly new." She said, her brow furrowed in thought. The Nephilim was about to respond when he heard a faint rumbling sound.

"Do you hear that?" He asked, drawing his scythes in expectation of a fight. Celestia and Luna immediately focused their hearing, trying to find out what the Nephilim was hearing.

"Hear what?" Luna asked, not being able to hear anything.

"That." Death said, pointing out the balcony, towards the Everfree. The sisters rushed out to see and their blood ran cold. Countless creatures covered in black and green crystals charged towards Canterlot in a dark tide, ignoring all else in their mad dash. Death perched himself on the railing. "I'll meet you on the ground." He said, jumping off and summoning Despair to break his fall. The Princesses stared at each other dumbly for a moment before they turned around and dashed out the door to warn the guards of the coming assault.

Shining Armor sat alone in his office, silently grieving at the loss of his comrades. None of them had ever done anything to deserve being killed so brutally and callously. "I'll make him pay..." He grit his teeth in rage, hearing the door open.

"Captain, we have a situation." Celestia said as she burst into the room. Shining stood at attention, saluting her as Luna followed her in. His grieving would have to wait.

"What is it, Princess?" He asked. The Princesses turned and motioned for him to follow.

"We are being invaded." Luna said as they proceeded to the balcony. Before Shining could ask what they meant, they motioned him to look out to the fields facing Canterlot. His heart nearly stopped when he saw the massive horde of demons charging towards Canterlot. He needed no words.

"I'll assemble what I can." He said, galloping off. The Princesses flew off towards the horde, prepared to use everything at their disposal to neutralize this threat. When they were above the horde, they were amazed to see Death holding them at bay by himself. Even from above, his movements held grace and fluidity, making the act of murder seem almost like an art. Celestia nodded to Luna and began charging energy into her horn, pointing it at Death.

Death galloped off quickly, intent on reaching the horde before they reached the city. If the city fell, no one would be able to help him get out of Equestria. He dashed through the open gate, watching the horde advance quickly towards the city. He moved to intercept, standing between them and the city. "Can't let them reach the city." He told himself as he prepared his scythes, the horde's focus suddenly shifting to him. He stood unwaveringly as he awaited them, noting their appearance. Hulking beasts towered over their smaller and nimbler brethren, all of them striding towards Death in the hopes of killing the Pale Horseman. Gholens and Traumas supporting the comparatively smaller Minions and Stalkers. "The Legions of Hell?" Death asked himself. Whoever had brought them here must have really wanted him dead.

Soon, the distance between them shortened and he was right in front of them. He charged at them, raising his scythes to strike down his enemies. He brought them down on a pair of Minions, relieving them of their heads as he leaped through the air, decapitating a Stalker with a single stroke. The horde realized that Death was amongst them and they fell upon him in a blood frenzy. Death weaved through the whirlwind of claws and teeth, slashing at any beast that had dared to drop their guard against the Reaper. He was interrupted by a Trauma slamming its claw into the horde, killing many of its companions. Death nimbly dodged the massive blow and he was quick to retaliate. He sheathed his scythes and summoned a massive axe, shearing the beast's claw off with a single savage blow. The Trauma recoiled, roaring in agony and rage as it attempted to crush Death with its other claw. Death merely stepped back, lodging the claw in the ground. He jumped onto the claw and ran to the beast's neck. He connected his scythes and positioned the blade underneath its neck. He forcefully pulled back, decapitating the creature as he jumped backwards, burying his scythes in a Gholen, quickly tearing them out of its chest and shearing off its magma-like hands.

Death moved to dispatch the rest of the beasts, when a fireball exploded in the crowd, killing many minions and staggering the larger creatures. Death looked back for a moment to see Celestia and Luna flying down to assist him, a line of crossbow-wielding Royal Guards preparing a volley of bolts. He grunted as he moved to dispatch another Trauma. He summoned a hammer, bringing the shaft to his shoulder and swinging downwards, a loud crack echoing as he brought the hammer crashing down on its head, pulping the beast's skull. He swung the hammer to his right, the momentum of the strike carrying him slightly as the hammer impacted with a Minion, turning it into so much red mist. The hammer disappeared to be replaced by his scythes. A volley of crossbow bolts flew over his head, striking a wave of Minions, only killing a few. Another fireball exploded to his right, killing another score of demons. Death connected his scythes and threw his gestalt weapon forward, the blades spinning rapidly as it chewed through the rapidly thinning horde of demons. The blades shredded the bodies of the demons with no effort, their unnatural edges never dulling. The scythes returned to him and he spied only a single limping Stalker trying to get away from him. He drew Redemption and fired at the beast, the bullet pulping its brain as it fell on its side, dead. Death holstered Redemption as he walked to the Princesses.

"A bit late." He said. Luna stared out onto the field, once a beautiful grassland that rolled gently in the breeze, it had become a blood soaked testament to Death's might. Bodies lay strewn across the bloody flatland, torn apart in Death's dance of destruction. The corpses of demonic beasts lay on the ground, mutilated by Death's scythes. She trailed her gaze to Death's scythes. They were once again bathed in blood, their edges as keen as ever.

"What have we gotten ourselves into?"