Twilight was the first to act, a violet barrier rose between the ponies and Gloom. Gloom's eyes glowed and a charged field of darkness formed around his front. The energy field impacted the force-field and Twilight's spell shattered.
"Everypony move!" Pinkie yelled as she grabbed the unconscious Rainbow and leaped out of the way. Her friends followed suit as Gloom barreled through the small group. A dark claw swiped for Rarity, but the unicorn gracefully ducked, simultaneously sticking out a hoof under Gloom's legs as he charged. Unable to stop, Gloom tripped and crashed to the ground, carving a deep rut into the dirt. He rolled right into Applejack's waiting hind legs and was greeted by a full buck to the face. Now Gloom had been kicked by ponies before, some victims inevitably struggled and kicking was an instinctive defense. Unicorn and pegasi kicks were nothing more than annoying for Gloom even at his weakest and even earth ponies were nothing if he was sufficiently empowered. Alicorn kicks were painful, but usually Gloom could shrug them off. However, Gloom had never felt the twin pistons that every Apple could unleash, and Applejack was a leg above even those. It didn't help that Gloom's own momentum propelled him into the buck. Gloom's muzzle crumpled and his teeth shattered. His skull caved in as his momentum was completely reversed as he flew back and away from Applejack, landing a few meters away.
"OW! His head is harder than Granny's fruitcake!" AJ rubbed her aching hind legs.
"Applejack! He really looks hurt! How could you?!" Fluttershy shrieked.
"Y'all saw that thing pull itself back together when Spike blasted it. Also it tried ta kill Rainbow. Ah don't think we can hold back on this one."
"Oh, I'm not so sur-AHH," Fluttershy screamed as a tendril of shadow grew out of Gloom's body and seized her leg. Gloom sprang back up to his feet, his jaw popping back in place and his skull repairing itself. The tendril was quickly severed by a blast from Twilight. Twilight, Sunset, and Rarity all fired beams of magic from their horns, bathing Gloom in multicolored light. The triple beam knocked Gloom back a step, but he held his ground and started advancing forward against the concussive blasts. More tentacle-like projections grew out of Gloom's body and seized the three unicorns.
"Yoo-hoo!"Pinkie's voice rang out from somewhere behind Gloom. He turned only to see the barrel of a disturbingly large party cannon inches from his face. The explosion of confetti and streamers forced Gloom to let go of the unicorns and also temporarily deafened him. Disoriented, Gloom was unable to react when a lasso wrapped around his legs and pulled him to the ground. In a second, he was hogtied by Applejack and pinned to the ground by the combined telekinetic might of 3 unicorns.
"And that's why nopony messes with friendship," Pinkie proclaimed happily.
"Now turn everything back to normal and gimme back my kin ya monster," Applejack demanded.
"Did you just hogtie me? You're kidding right?" Gloom's voice held both shock and barely restrained malice at the indignity of his position. A pulse of shadow exploded out from Gloom, breaking the unicorn magic binding him and disintegrating the rope. The ponies were thrown back and before they could rise to their hooves, Gloom was in Applejack's face. His burning blue eyes boring into her soul. The sturdy earth pony tried to resist as she had before, but resisting Gloom's smoke was different than standing against his direct gaze in person. She sank to the ground, eyes coated in blackness and her mind consumed by torment. "There, now you can join your family in my world."
"NOO!!" Fluttershy flew into the air, rushing to Gloom and stopping inches from his face, "I don't care how scary you are or how much pain you cause me! First you hurt Rainbow, now Applejack. You will not hurt any more of my friends! Now release them or else!" Fluttershy stared harder than she ever had before. She could feel her eyes straining and a blood vessel even popped in one, giving her left eye a menacing red tint. Twilight could have sworn she saw Fluttershy's eyes glow faintly with magic for just a second. Gloom's eyes flared in reply and all of his power and attention was diverted to Fluttershy. Miles away in the Crystal Empire, Gloom suddenly stopped his torment of Shining Armor and dropped the crippled unicorn. In Canterlot, Celestia noticed that Gloom suddenly stopped moving and stared into space, as if in a trance. Fluttershy valiantly fought against the full power of Gloom's will. Tear's flowed down her eyes and a vein bulged on her forehead as her mind began to crumble. "Run! I-I can't hold it. Run please!" Fluttershy begged her friends to escape.
"We won't leave you, we can't leave you." Twilight yelled as she, Sunset, and Rarity opened up a new barrage of magic upon Gloom. Spike joined in with a blast of fire. Even Pinkie started throwing rocks in a desperate bid to help Fluttershy. Gloom completely ignored the beams pummeling him even as they stripped the flesh from his body; the light within Fluttershy shined bright and every fiber of Gloom's being was now devoted to snuffing it out. However, his body began to fail under the constant hail of blows. The damage came faster than he could regenerate and unlike when Celestia burned him he could not focus on holding himself together, not with Fluttershy engaging him in a battle of wills.
How was this pegasus so strong? There was no mistaking it now, they draw power from each other. How did it not drain them? Instead this strange ability seemed to build and support, as if the well they drew from was endless. Were they somehow drawing directly from the tree without tapping their rainbow powers? NO! I am Gloom, I am misery, I am DESPAIR! I will not lose now or EVER! Abandoning his previous plans, Gloom ripped out the magic sustaining his Canterlot avatar, transferring it all to the Ponyville one. In Canterlot, Celestia watched with surprise as Gloom collapsed and melted away into formless sludge. Her bindings remained, but the insidious will assaulting her thoughts ceased. Canterlot seemed to brighten ever so slightly as Gloom's grip loosened.
"FALL!" Gloom roared as energy exploded from him, knocking the ponies to the ground. Gloom seized Fluttershy while she was dazed and transfixed her with his stare. Gloom tossed Fluttershy's limp form aside and charged towards the 4 remaining ponies. Spike was the first to get back to his feet but Gloom sent the dragon flying with a kick. Gloom pinned both Rarity and Twilight to the ground, one in each claw and stared. Rarity withered under the weight of his gaze. It was easy to break her, the trauma from the first time Gloom influenced her was still fresh. Twilight mustered a resistance. Gloom focused on her insecurities, her neurosis, he especially targeted the incident with the want-it-need-it spell. The only reason she made friends was because of the elements of harmony, not because she was a good pony or because she cared about friendship. Twilight was a princess because she finished a sentence in a book, she didn't deserve it. Everything had been set up and given to her by Celestia, her friends, her crown, her job, her home. Anypony else in her position would be the same, she wasn't special, just lucky. She can't save her friends. It was surprisingly easy to send the princess of friendship into despair, Gloom sensed that she had been broken before. He viewed the memory of her heart breaking as her friends abandoned her and Discord laughed.
Well done Discord, couldn't have done it better myself. Looks like she's done, I can see the black tears forming in her eyes. Wait. She's still hiding something from me. I sense a subtle spell on her own magic. What are you repressing? What are yo-. Gloom's mental probe was interrupted by a sudden blast from Sunset. He released the two entranced unicorns and turned to face Sunset and Pinkie. The unicorn had tears in her eyes, normal, clear tears as she fired blast after blast at Gloom. Gloom waved a claw and Sunset was thrown aside like a rag-doll by a telekinetic shove. Pinkie's face twisted into a snarl.
"You meanie! You great big meanie! All you do is hurt ponies! Nopony will ever be your friend cause you're a big dumb meanie!"
A dark tendril grabbed Pinkie and pulled her toward Gloom as she struggled. When she was a within claw's reach Gloom stared into her eyes. Her resistance surprised Gloom. She almost didn't acknowledge Gloom's mental attacks. She didn't care that everypony thought she was crazy, she didn't care that everypony thought she was annoying, she didn't care that she completely lost her mind just because she thought her friends ditched her. All she cared about was making everypony smile.
This meanie will never understand that. The joy that laughter and parties can bring. No, this thing just wants everthing to be dark and sad. If he wants to put me in a trance then at least I can tell him what he's trying to destroy. Is that you in my head you evil enchanter? I'll show you how to SMILE!
And with that Pinkie did something nopony had ever done before, she assualted Gloom's mind, not with psychic attacks, but happiness. She fed every fun memory and thought she could think of into Gloom's consciousness. It was one last act of defiance. Instead, it became a surprisingly potent counterattack. Gloom shrieked and recoiled in pain, his burning eyes flickered and sparked. THE IMAGES! THE IMAGES! They burned the inside of his skull. The happiness was sickening. Gloom's mind flooded with feelings that he was incapable of comprehending. With a roar of pain, desperation, and rage, Gloom funneled all the torment he had inflicted on thousands of ponies into Pinkie. In an instant her mane deflated and she passed out. Gloom gasped as the hated happiness stopped. He stared in silence and shock at the pink body before him. In a few seconds he recovered.
"Laughter," Gloom hissed. An audible groan from behind reminded Gloom that Spike was there and Gloom trotted over to the beat up dragon and stared. The baby dragon was defenseless against the mental assault. Gloom played with Spike's self esteem and how he was just a sidekick along for the ride. How little he mattered to the ponies, how he would never be a true dragon. Gloom enjoyed tormenting him with the fact that Rarity could never return his love. The incident with his greed gave Gloom plenty of ammunition. Once Spike was taken care of Gloom turned to Sunset, whom had just risen to her hooves. She was injured.
Sunset felt hopeless. This monster had overwhelmed all her friends one by one before her eyes. It was too strong to stop. There was no point in running and she didn't think she could. That blow had broken something inside her, she tasted blood.
"I'll be with you in a minute pony. I just need to make sure their link with harmony is completely severed." Gloom's voice was chillingly flat, almost monotone. Gloom's eyes glowed as he channeled a spell. A shadowy mist seeped from his mouth and creeped towards the six ponies. The mist entered their mouths and they breathed it in. Every pony shuddered in their trance, as if having a bad dream. "It's done, looked simple right? Would have been impossible if they were in a position to resist. Now who are you little pony? I know for a fact that there are six elements of harmony and you are not one of them." Gloom casually walked toward Sunset.
"How do you know about the elements?" Sunset asked.
"From Tirek and many ponies in Ponyville. I learned much about the bearers of harmony and the dragon whelp, but nothing about you. Are you a friend from out of town? Why are you here fighting me with the bearers? I could probably look in the minds of the bearers and find the answer, but it will be more entertaining to get it straight from you. And don't fight back please, I've had a very frustrating night and my patience is wearing thin." Gloom loomed over Sunset. The unicorn tried to shut her eyes but she couldn't look away as Gloom's burning eyes came closer and closer. This was it, Equestria will fall.
Snap
CLANG!
The eyes were no longer there, instead a comically over-sized anvil was in front of Sunset. Some black liquid and pieces of bone protruded from out of the bottom of the heavy instrument, the only visible evidence that Gloom was squashed beneath it. A snap sounded seemingly from nowhere and Sunset suddenly felt much better and found she could move normally. Whatever bone she had broken was mended. With a flash of light a strange creature appeared between Sunset and the anvil. It was one of the strangest creatures Sunset had ever seen, a mismatch of body parts from various creatures, even more mixed up than a chimera. Sunset had only seen such a thing once before. She remembered seeing a statue of the same type of creature in the Canterlot gardens, a draconequus. It snapped it's fingers and the six bearers of harmony were teleported next to Sunset. All of them had been miraculously cleaned up, healed, and instead of crying black tears they were sleeping soundly. Meanwhile, Gloom's liquid seeped out from under the anvil and reformed back into the monster. Gloom's face was contorted with rage and hate as he glared at the new foe. The draconequus didn't seem afraid, in fact it wore a goofy smile on it's face.
"Hey Gloomy, long time no see." Discord said.