//------------------------------//
// Chapter 129: Her 
// Story: Piercing the Heavens 
// by Calm Wind 
//------------------------------//

MLP: FiM
Piercing the Heavens
By: Calm Wind

Chapter 129: Her





“I haven’t the foggiest about what to do to help her…” Bliss explained as Spitfire leaned against the mail counter in the lobby, listening, but not facing Bliss. “Alicorns are not something I’ve ever really worked with before, not to mention she’s an omnipotent one. I also don’t understand her magic or what it’s doing to her…” Bliss paused for a moment scrunching her face as Spitfire remained facing away, but she continued. “But we’re doing what we can to make her as comfortable as possible so she can rest and recover.”

Bliss finished and waited for Spitfire to reply, but she remained quiet for several moments. Bliss huffed while examining Spitfire. She was leaning against the counter, swaying slightly, and staring straight forward with a serious expression on her face that looked conflicted and a little forced. 

“Hm, good, carry on,” she finally answered monotonously. Bliss furrowed her brow. Spitfire had not once looked at her throughout her report, not even when she approached. First Soarin throwing a temper tantrum in her infirmary… now Spitfire simply treating her like a passing thought. She wasn’t going to stand for it.

When Spitfire realized that Bliss was still standing there, it finally got her attention. She turned and glanced at her, meeting a pair of frustrated eyes.

“Bliss?” Spitfire blinked, pushing off the counter and tipping her head.

“Spitfire… can I talk to you about something?” she asked, her tone stern. Spitfire just stared for a moment, but then narrowed her eyes. Based on Bliss’ tone and everything that had just gone down, she had an idea on what this was going to be about.

“What is it?” she asked skeptically, already preparing her retort if it just happened to be about what she thought it would be. Bliss shook her head as her eyes remained stern.

“I don’t think what you did to Soarin was right or necessary,” she came right out with it, immediately earning an eye roll and a quiet groan from Spitfire.

“I knew it,” Spitfire said with a snort. “Bliss, that’s enough. It is not your place to question or make judgments on my actions.” She stepped forward and placed a hoof against Bliss’ chest. “You are our doctor, not an officer of any kind, so I suggest you focus on your job and leave Wonderbolt matters to—”

“Stop,” Bliss cut her off while reaching up and resting her hoof on top of Spitfire’s. She did not try to push it off. She did not get forceful or raise her voice. She simply kept herself firm, as she had from the start. Spitfire lifted an eyebrow as she halted in her speech, giving Bliss the chance to talk since she wasn’t trying to force herself upon her. “Please don’t try to pull the Wonderbolt hierarchy talk on me. I’m not raising concern or filing a complaint as an employee of the organization, I’m bringing this up as one pony to another.” Bliss kept her tone steady, showing control to let Spitfire know she was being serious and not looking for a fight. “When I brought Luna to the infirmary, Soarin was in the back, stomping around and grumbling. He was gone when I left Luna in the back room for monitoring, but he probably stormed off somewhere else.”

“Hmm?” Spitfire hummed and lifted an eyebrow while releasing a sharp breath from her nose. “Okay, so he’s acting like a child. How does that have anything to do with me?” she asked while leaning back down against the counter and turning her head away. Bliss did not appreciate the gesture, but continued anyway.

“True, his behavior right now is a little immature, but honestly? I don’t think I blame HIM.” She paused after emphasizing. Spitfire immediately looked back to her and glared. 

“Bliss… If I were you, I’d stop right there. You’re sticking your nose into a personal matter,” Spitfire said with a growl, but Bliss didn’t even blink at it.

“Look, Spitfire, I’ve known more than one stallion like Soarin. He is a type that feels the need to act and take matters into his own hooves… and if he can’t he’ll only concede if given a good reason to. The only thing that can make a stallion like that act like he is… is if he feels completely hopeless and powerless. He knows what he wants to do and feels he has to do something, but YOU have effectively turned everything on its head and have pushed him into a corner, making him feel trapped emotionally and physically.”

“That’s not my problem,” Spitfire looked away while grunting, now clearly trying to avoid any further discussion.

“Isn’t he your best friend?” Bliss added while lifting her brow. Spitfire didn’t look at Bliss, but visibly flinched and stiffened briefly. She looked down, and then turned her head as if suddenly very interested in the empty, dusty mail boxes behind the counter that hadn’t been touched since they first took off. Bliss shook her head as she examined Spitfire’s efforts to avoid any more talk on the subject. “I don’t understand what could have possibly made you feel like what you did to him in front of everypony else was justified. I don’t care what’s going on with him or his magic. How he feels is what’s more important. With everything he’s going through, he’s relying heavily on the support of others, especially those he is real close to. Without your trust and respect, you’ve ripped a very important part of his life and what he believes in away from him. With nowhere to turn, it’s no wonder he’s stomping around in frustration.”

Bliss left it there and waited for Spitfire to answer, but Spitfire just kept looking at the mailboxes. Bliss furrowed her brow and glared.

“Spitfire, are you even listening to—?”

“That’s enough,” Spitfire cut her off. Bliss’ eyes widened but before she could protest, Spitfire shook her head. “Bliss… just… please go tend to Luna,” she asked quietly. Bliss sighed and shook her head.

“Fine…” She turned around and faced the east hallway. “But you owe Soarin an apology.”

“I don’t owe him anyth—” Spitfire turned to look as she spoke, but Bliss was already walking away. Spitfire kept her eyes on her as she slowly made her way through the lobby and eventually disappeared into the east hall. Spitfire turned her head back forward and looked down at the floor, taking several slow, quiet breaths.

“She’s not wrong, you know,” Descent’s voice suddenly caught her ears. Spitfire immediately flattened her brow and she snorted. She didn’t even look up as she saw Descent’s shadow run along the ground and approach her.

“Descent, I don't want to hear it,” she growled, keeping her head down.

“I apologize for not falling into your category of ‘employees,’” he replied, causing Spitfire to sharply lift her head up and glare at him, but he had his side to her and was looking out into the lobby activity instead of looking at her. “I have no hurdles to step over in voicing my opinion. And in my opinion, you don’t have much control over the Wonderbolts right now.”

“Who the hell asked you?” Spitfire sharply shot back as she rolled her eyes. “Don’t have control… that’s absolutely rich coming from somepony who follows a code that has no order, is okay with killing for money, and let’s their members pretty much do as they please.”

“I didn’t write the Shadowbolt code, you know,” Descent explained himself while finally tipping his head in her direction, but remaining calm.

“But you follow it, nice try,” Spitfire said with a scoff as she looked away again.

“Well,” Descent lifted an eyebrow at her. “To use your very words… I don’t need to hear this…” he turned and faced her directly. “From a pony who preaches order and organization and then single-hoofedly sends the very ponies she commands into psychological disarray.”

“You son of a…” Spitfire shook lightly as she gritted her teeth. “Do I have to outline your failures while we’re at it?” she threatened.

“I’ve owned my failures and missteps. I don’t see how they prevent me from disagreeing with you,” he said, watching as Spitfire tried to hold herself back. “Besides, you’d be on my back in an instant if I made a critical blunder… so don’t act like I can’t do the same.”

“I haven't made any mistakes here!” Spitfire snapped at him loudly, drawing attention from a few nearby. “Now buzz off!”

“Who put you up to lying and keeping Soarin down? Was it Luna? Discord? Have any secret meeting lately with one or both? I know Luna loves doing that,” Descent suddenly accused.

“My choices are my own, Descent!” she shot back, but he didn’t give in.

“Are they?” he tipped his head. “I seem to recall you went against everything that was suggested in order to save Wave Chill, you looked completely confident and in control… leading a very devoted following of Wonderbolts into battle and emerging victorious. Since we took off, I haven’t seen that Spitfire. You clearly aren’t one to cave, so why are you now?”

Spitfire glared at him, but said nothing. Descent noticed her bottom lip quivering as she held the harsh expression.

“Struck a nerve? The truth hurts, doesn’t it?” Descent added to pound an extra nail. Spitfire pushed off the counter and jabbed a hoof towards him.

“Listen here you…” she began with a loud snarl. “I’ve had it up to HERE with you and your constant—”

The groundwork had been laid for Spitfire to completely go off on him, whether or not what he said had struck home… however, both of them were suddenly distracted… as a very small mare approached them and stopped, looking up at them while shivering.

Spitfire and Descent both blinked and looked down at Little Star as she stared up at them with wide eyes. She looked completely stricken by something, wearing a blank expression. Her eyes opened wider the moment the two arguing leaders turned their attention down to her.

“Uh… Um…” she stuttered, her right ear flipping up and down and her left eye twitching. 

Descent and Spitfire looked up and stared at each other for a moment, both lifting an eyebrow before looking back down at her.

“What is it, recruit?” Spitfire asked as Little Star just kept staring and shaking lightly. 

“Uhhhhhhh…” Star tried again, but only slurred. She tried three more times, each time never getting past ‘uh’ or ‘um’ as if she couldn’t decide what to say, or was afraid to say it. Spitfire eventually glared and snorted.

“Recruit… if you have something to say SPEAK UP!” she snapped harshly, startling Descent. In an instant, Star turned and scurried off. “Feh…” Spitfire shook her head, but when she looked back at Descent, his challenging eyes were gone, instead replaced with a flat look.

“Are you going to argue with me now? Or do you need more examples?” he pointed towards Little Star as she erratically shuffled away before disappearing into the east hallway. 

Spitfire’s eyes widened as she watched Star leave, her pupils darting back and forth a few times before she slammed her eyes shut, growled, and threw a harsh glare at Descent. 

“That’s it, get out of my face, right—”

“SPITFIRE!”

Both Spitfire and Descent perked up, cut off as the commanding voice was directed towards them. They turned to see Flashwind walking up with her eyes trained on Spitfire. Spitfire tipped her head curiously at the stern gaze the former lead captain was shooting her, but Descent furrowed his brow and stepped in before any further words were exchanged.

“Flashwind, what are you doing? I thought I told you to monitor the supply teams and—”

“My husband is handling it,” she cut him off without looking at him. Descent blinked before glaring at the older mare. 

“I told you both to—”

“Hush, kiddo, I’m not here to argue with you,” she abruptly stopped him again.

“KIDDO?!” Descent repeated in disbelief, but Flashwind stepped right in front of him, while shoving herself against him to force him backwards out of her way. He scrunched his face as Flashwind asserted herself over him, but failed to find any rebuttal. It was as if he knew it wasn’t going to work.

“Spitfire,” Flashwind said her name again as Descent looked away and began to grumble to himself behind her. Spitfire glanced at Descent for a moment before refocusing on Flashwind, genuinely curious what her predecessor wanted.

“Y…yes?” she asked while tipping her head, her ears flopping down, then back up.

“We need to talk,” Flashwind said simply and firmly, immediately causing Spitfire’s blood to boil as she whipped her head back and released an annoyed grunt.

“What the hell is this, ‘everypony-against-Spitfire’ day?” she yelled while throwing her hooves out, but when she looked back down and saw Flashwind’s face had not changed, she flattened her brow and snorted. “No, we don’t need to talk, with all due respect, MA’AM… everypony just needs to leave me alone and—”

“Honey, this isn’t a request,” Flashwind cut her off while reaching forward and grabbing Spitfire by the arm. “I want to speak with you as a fellow lead captain…” she paused and glanced over at the rest of the ponies in the lobby. “And my husband is being too passive about addressing this.”

Spitfire looked carefully at Flashwind as she turned back and their eyes locked on each other.

“Flash…” Descent finally spoke up again. “Just let me handle—HEY!” he blinked as Flashwind completely ignored him, and started walking while pulling a defiant Spitfire along with her. Spitfire said nothing, resisting for only a moment or two before giving in and letting Flashwind lead her away, mentally preparing herself for what she assumed would be another scolding she didn’t want or need…

Or was it?





Rainbow Dash was shaking. Her heart was beating fast, her skin was tingling uncomfortably, her eyelids were twitching, and she felt short of breath. She had faced many things since she became a Wonderbolt, and while there were times when things got tough or uncertain, every single time she faced it confidence, bravery, and dedication. Those were all mindsets she had built up and solidified under harsh training with Silver and the rest of wingmates.

But this…

She was not prepared for this. 

From the moment the conflict with the Shadowbolts began, there had been a small knot in her stomach. A small, but ever present fear in the back of her mind… that the mare she was now looking up at was still alive. After not seeing her for so long, Dash had mostly surrendered to the assumption that she was gone. Descent often spoke of being unsure if she was alive or not, but Dash just kept telling herself she was gone, and the one pony she was truly afraid of would never be seen again.

What a fool she was to think that way.

Nightshade was standing right in front of her… over her… sneering as she looked down into Dash’s terrified eyes, bringing back all the horrible traumatic memories and fears Dash had experienced in the past. 

She was not ready for it… and he body language alone was making it clear as day to Nightshade.

“N…N…No… nonononono…” Dash began to squeak weakly as she gave a shaky, pathetic effort to try and shimmy herself backwards. She couldn’t tear her eyes from Nightshade, keeping her body in a position that made it difficult for her to move at all.

“Hmmmmm…” Nightshade hummed as her smile grew wider the more Dash showed her fear. Nightshade took a step towards Dash.

“Eee!” Dash flinched and tumbled over onto her side before flailing to prop herself back up, but the moment she was turned back towards Nightshade, she had shifted forward and bent down, pushing her face right into Dash’s.

“BOO!” she shouted, causing Dash to flinch so hard that a few of her joints made popping noises, a few feathers popped off of her wings, and her body stiffening as her eyes tested the limits of how wide she could make them, her pupils tiny dots as they shuddered under the gaze of Nightshade’s. “Pfff… HAHAHAHA!!!!” Nightshade threw her head back and laughed heartily for a moment before pushing her face right back down into Dash’s with an intimidating smile.

Dash only managed to release a quiet whimper as Nightshade bounced her eyebrows.

“Awww…. Dashie… you’re so happy to see me!” she said with a cooing tone, batting her eyelashes, but after the fifth blink, she closed her eyes and leaned in a little closer, opening them up to reveal a very seductive stare, biting her lip. “GOOD,” her voice had changed to match the look, a pleasurable tone filling the back of her throat. “Because I’m certainly happy to see YOU!”

“HOW?!” Fleetfoot’s voice came from behind Dash. Nightshade’s ears twitched as she sneered and looked up at the rest of the Wonderbolts, shooting them the same look she was just giving Dash. The Wonderbolts were all slowly getting to their hooves and taking defensive stances as they stared in disbelief. “How the HELL are you still alive?!” Fleetfoot continued. “We found no trace of you at all after the fortress fell apart and crashed!”

“HA!” Nightshade stood up from Dash, and walked towards the Wonderbolts, purposely stepping on Dash with her first two strides, causing her to squeak and gasp loudly. “Are you really that surprised?” she asked, moving smoothly and casually as the Wonderbolts showcased the completely opposite demeanor, each of them looking ready to leap into action at a moment’s notice. 

“You freaking EXPLODED!” Fleetfoot added while grinding her teeth together.

“Pfff…” Nightshade scoffed while rolling her eyes, stopping ten yards from them and whipping her mane around before putting on a wily smile. “Please… You know who you’re talking about right?” she parted her lips to reveal a grin as she touched a hoof to her chest. “As if I’d let a little mishap like that be the end of me.”

Nightshade perked up and glanced over her shoulder as she heard noises of panicked shuffling behind her. Dash was scrambling to get to her hooves, struggling to do so with how much she was shaking, but she eventually stood up and started slowly shifting towards the Wonderbolts, taking a wide arc around Nightshade without taking her eyes off of her. Nightshade snickered as she watched Dash move slowly and so skittishly.

“Wow, Dashie… Old habits die hard, eh?” she teased as Dash eventually made it all the way around and took her place next to Fleetfoot, earning a look or two from the rest of the Wonderbolts as the usually steadfast and headstrong Rainbow Dash shook like a terrified little filly. “Awww, you look positively spooked!” Nightshade brought back the condescending tone as she tipped her head and smugly smiled towards Dash. The smile turned into a devilish sneer as she licked her lips. “All this time and you’re still scared shitless of me… I’m flattered, really!”

“I’m…!” Dash suddenly shouted, startling the Wonderbolts. “I’M NOT SCARED OF YOU!” She yelled in a tone that was incredibly forced and very shaky as she struggled to regain her composure.

“Yes, you are,” Nightshade replied simply while shooting her another seductive stare. Dash flinched and her hooves nearly fell out from under her as Fleetfoot reached over and grabbed her.

“Dash! Get a hold of yourself!” Fleetfoot whispered sternly to her. They were all shocked and a little scared at the sudden entrance of an old, incredibly powerful foe, but Dash was literally falling apart.

“Enough!” Fire suddenly shouted. Nightshade slowly drew her eyes away from Dash and locked them on Fire as he stepped up and growled. Nightshade briefly shifted her eyes, her devilish grin growing wide as she saw Misty Fly step up beside Fire. Misty was glaring at her so hard that her scrunched face and furrowed brow made her face barely recognizable. Nightshade winked and blew a kiss at Misty. Misty glared even harder and her hooves began to shake, but Fire reached one of his wings over to her and placed it on her back, a gesture meant to keep her steady.

With Nightshade no longer looking at her, Dash backed up, sliding out from Fleetfoot’s hoof and back towards her squad and Silver. Matteo quickly grabbed her by the shoulder as she continued to shake, trying to calm her down, with both Squall and Storm frantically looking between her and Nightshade. Silver was propped up against Matteo, his eyes narrowed towards Dash, but Twister was still missing. He hadn’t shown up since his comical launch and explosion.

“Everypony stay alert!” Fire ordered, causing the Wonderbolts to mostly focus. “Elites! Around-the-Clock ground defense formation! All eyes peeled! Don’t let any of the others take us by surprise!” he yelled out.

Dash and Squad Foxtrot all flinched as the rest of the elites immediately took action, clumping together and then spreading out in a circle with at least one pair of eyes facing in every possible direction, Misty Fly, Fleetfoot, and Fire Streak all remaining within view of Nightshade while the others watched the blind spots. Dash glanced at Storm, but he looked stumped as if it was something he had yet to be taught.

The formation was clearly meant to cover all directions, a precaution taken to ward off any attacks from any of the Shadowbolts that had come along with Nightshade… after all, they were all attacking before Nightshade’s entrance.

But then Nightshade burst out laughing, nearly falling over herself as she reached a hoof up and pressed it to her chest. The Wonderbolts all glanced toward her, confused, but still alert. There was no knowing what could happen, especially with Nightshade.

“OOOOH! HA HA! This is rich! Hahahaha!” Nightshade kept guffawing as she shook her head and pounded her chest a few times. Fire scrunched his face and gritted his teeth.

“STEADY!” Fire yelled, causing them all to refocus on their formation. “Don’t let her intimidate you!”

“Hey… you,” Nightshade directed at Fire as he fought to keep the Wonderbolts in order. Fire blinked and looked towards her. Nightshade bit her lip as she looked Fire up and down. “Yeah, you… you sexy, chiseled-jaw white knight…” she began as one her hooves began grinding against the ground. She glanced at Fleetfoot and Misty. “With the mute and the pegaslut flanking you. I suggest telling them to keep their eyes over here where the view is…” she said seductively while reaching up and stroking a hoof against her chest.

“WHO ARE YOU CALLING A SLUT?!” Fleetfoot yelled in a sudden angry outburst, immediately drawing Nightshade’s attention. 

“Quiet sweetie,” Nightshade teased. “If you’re a good little girl, and behave yourself… I’ll hump you later if I feel like it and believe me I WILL.”

“Why… you…!” Fleetfoot edged forward.

“Fleetfoot! HOLD!” Fire ordered while shifting over and pressing a hoof down on her back as she shook with anger. 

“This is too easy…” Nightshade laughed as she continued to hold herself casually. “Seriously, insecure much? Maybe if you didn’t hop on so many stallions and mares then you wouldn’t need to passionately defend yourself.”

Fleetfoot lurched forward, but Fire grabbed her and held her back.

“Don’t let her distract you!” Fire yelled at Fleetfoot as she continued to growl at Nightshade. “Everypony stay focused and stand your ground! Be ready for anything!” he repeated his orders, getting them all to turn and face their designated direction again, but Nightshade suddenly furrowed her brow and grunted.

“Sheesh, do I have to spell it out for you or something?” she said with a slightly irritated tone as Fire looked back towards her, holding himself steady much better than Fleetfoot or Misty beside him. Nightshade reached up and slowly ran a hoof through her mane, down her neck and over her chest, stopping in the middle of it. “Stop being such a drama queen… I’m the only one here, handsome.”

Every Wonderbolt’s head turned towards her in an instant before they glanced at one another again. Fire took a breath to yell out his orders yet again, but his voice broke into quiet incoherent noises as he looked around, not wanting to believe her, but her confidence spoke for itself. The Wonderbolts were still in their formation hesitantly, unsure if they should keep it up or believe Nightshade. If it were anypony else…

“Heh…” Nightshade sneered as her eyes landed on Fleetfoot again. Fleetfoot was nearly glaring as hard as Misty Fly now, but unlike Misty Fly, Nightshade knew she could audibly exploit Fleetfoot. “I like that look you’re giving me,” she began, causing the Wonderbolts to look between her and Fleetfoot. “But if you try anything, I guarantee that you won’t be on top… but I wonder if that’s what you prefer?”

“Oh, THAT does it!” Fleetfoot shouted.

“WAIT!” Fire tried to reach for her again but it was too late. Fleetfoot spread her wings, leapt up and launched herself at Nightshade. Consequently, Misty Fly decided to do the same, Fire watching in alarm as the two mares broke rank and went on the attack.

Nightshade’s eyes widened and her smile grew as the two shot towards her, closing the gap in an instant since they were already close.

But despite their preemptive strike… Nightshade was ready. All she did was kick the ground hard with both of her back hooves, causing her to shift a yard forward in the blink of an eye while holding out her right arm. She dipped down and drove her arm up, swinging it into Fleetfoot’s neck from below. Fleetfoot released a loud painful choke as Nightshade kept up the momentum, locking her arm around Fleetfoot’s neck and swinging her all the way over her, shifting aside and slamming Fleetfoot down over the top of Misty Fly, driving them both to the ground.

“AHHHHHH!!!!” Fleetfoot cried out painfully as she was pressed over Misty, sliding off and smacking the ground beside her. Nightshade giggled sinisterly to herself as she held both of them down.

“I love when they’re eager!” she taunted as she suddenly shifted her arm, putting them both in a single, crushing headlock and picking them up. She turned and launched them both back towards the group of Wonderbolts. 

Surprise, Blaze, and High Winds all yelped in surprise as Air Mach and Lightning Streak forced themselves past them and stepped up beside Fire Streak, working together to brace themselves and catch the two mares as they careened back.

“OOF!” They all grunted as Fleetfoot and Misty struck them. Their combined weight was nothing the three stallions couldn’t handle, but the force of the throw made itself known, nearly knocking all three of them off their hooves as they made the save. From behind the other three Wonderbolt mares and the members of Foxtrot unfamiliar with Nightshade stared in awe.

“Oh my god…” Storm managed to say as his jaw hung open.

“She just…” Matteo blinked, even he was shocked. “Pounded two of the best Wonderbolts with ease…”

Dash just swallowed as she continued to shiver to the point where her teeth were almost chattering. She was slowly being reminded just how dangerous Nightshade was. All the Shadowbolts she had confronted thus far? They were nothing compared to her. It was all coming back to her and she did not like it one bit.

Lightning, Fire, and Air Mach gently released Fleetfoot and Misty, the two mares cringing and groaning as they were put back on their hooves, dizzy from the combo of devastating attacks. The three stallions immediately stepped in front of them, Blaze, High Winds and Surprise shifting up as well as Misty and Fleetfoot recovered. Fire was still not convinced. His eyes kept darting about, waiting for the others to show themselves.

“Really now?” Nightshade sighed, blowing a puff of air upward that made her mane bangs bounce. “Are you even listening to me? I thought you were one of the smarter ones.”

“We saw the magic!” Fire quickly shot back, determined to not show any unease. “All of the techniques we’ve faced thus far! Do you take us for fools?!” he yelled.

“Uh… bro… what about the three that are dead?” Lightning spoke up beside him. Fire blinked, but quickly hardened his glare again.

“A trick! An illusion, I don’t know! I’m not buying it!” Fire continued to shout, his uncertainty finally showing through… and it clearly amused Nightshade.

“Okay then…” she said as she slightly tipped her head down to amplify the effect of her already sexual, bedroom gaze. As if the look wasn’t enough to send shivers through the Wonderbolts, her eyes also began to glow pink. “Since you seem so hell-bent on not believing me… I’ll just show you!”

The Wonderbolts all flinched and took defensive positions as bright pink flashes blinked all around her… revealing six crystals floating in place. Before the Wonderbolts had any time to react, Nightshade reached up her hoof, three of the crystals clasping around her hoof. They shined brightly, forming a pink, magic sword that extended out before her. The other three crystals split apart and blinked in a constant pattern. One of them cause three large globes to rise up from the ground, one of them summoned a collection of small spheres that orbited in a circle around her, and the last emitted pink sparkles that levitated nearby rocks into the air.

Blade, Devil, Trance, and Moon’s techniques.

All the Wonderbolts stared with their jaws nearly unhinged. Nightshade’s smile grew wider. She swung the sword at the rocks floating in Moon’s magic, breaking and smashing them to pieces. The globes hit the ground, causing explosions that sent the smashed up debris into the air. The spheres shot out from around her body, smashing the chunks of rocks into small bits. She recalled the sword, instead, thrusting her hoof upward, launching Shadow’s burst wave towards the bits of rock, chewing them up into dust. The crystals all released and touched to her body, glowing brightly as an inward suction force pulled all of the dust from the pulverized rocks into her, before reversing and sending it all shooting outward. 

The Wonderbolts all shielded their faces as the rock dust rushed against them, the backwards force of Void’s magic making their hooves skid along the ground a little before it all stopped.

“Hoooooooly shit…” Blaze was the only one to speak up as the Wonderbolts all regained their focused and stared in disbelief, the six crystals floating around Nightshade as her eyes continued to glow and her smile remained wide.

“And just who do you think taught them those fancy moves?” she said while bouncing her eyebrows at them. “Not to mention…” her eyes suddenly flashed with a pink glow surrounding her. In the blink of an eye she surged forward, her body disappearing into a blur. 

Fire Streak blinked and looked around, but suddenly yelps of surprise behind him caught his attention. He rapidly turned around and backed away. Nightshade was suddenly in the middle of all of them, and they were all stepping away in shock.

“I have a few tricks of my own they’ve never gotten the hang of… but most of all…” she continued, the crystals spinning and glowing brightly. 

The Wonderbolts backed further away as six bright flashes appeared in front of each of her crystals, each flash leaving behind a clone of herself. Nightshade stomped a hoof and each clone set their hooves.

One of them brandished Blade’s sword.

One of them summoned three of Devil’s globes.

One of them used Moon’s telekinesis to pick up chunks of rock beneath it.

One of them summoned Trance’s orbiting spheres.

One of them formed Witch’s pin like projectiles around it.

And the last collected the magic in its arms like Sin.

“Honestly…” Nightshade chuckled. “Those amateurs don’t know the first thing about generating proper, effective clones.”

“REGROUP!” Fire suddenly yelled. “NOW!” 

Nightshade watched with glee over the top of her clones as the Wonderbolts scrambled, all grouping back together and placing themselves in front of squad Foxtrot. They continued backing away, trying to create some distance. 

“Convinced?” Nightshade asked tauntingly. “Good.” Her clones all disappeared, her crystals returning to her side as she began to walk towards them. “Honestly… I was tired of those bumbling morons constantly failing to deliver… even though I gave them every possible advantage to tip the scales heavily in their favor. They just kept screwing up, time and time again. I was hoping to simply enjoy myself… and wait until I had what I wanted before coming out to finally say hello… but clearly I either set my expectations for them too high…” she paused and licked her lips. “Or I forgot how DELICIOUSLY stubborn you all are. If you want something done right, I guess you just have to do it yourself!”

Despite the display of power, a few of the Wonderbolts were still succeeding in holding themselves steady. Fire streak pushed feelings of unease aside to stay focused, as did a few others.

“So you came out here by yourself?” Fire shot back. “You, alone… against nearly all of our top Wonderbolts?”

“Overconfident much?!” Fleetfoot added as she growled beside him. It was only a moment before Misty was back up beside Fire as well, and soon the rest of the top tiers had regained their senses. Air Mach, Blaze, High Winds, Lightning Streak, and Surprise all standing at the ready. They faced a daunting contender… but despite their anxiety, they would not simply give in and grovel.

“Heh… hehe…” Nightshade started to chuckle as she looked into the defiant eyes of the Wonderbolts. “HA! HAHAHAHA!!!!” she laughed while shivering and scraping one of her hooves on the ground beneath her. “Oh, I LOVE defiance!” she said in a tone that almost sounded…aroused. “It’s so… TANTALIZING!” She looked towards them, running her eyes over the body of each Wonderbolt in her view. “But… how much of it is talk? You know, one thing nopony ever pays enough attention to… is how they, themselves affect the air of those around them. You can yell and stamp your hooves at me all you want… but I know you’re all scared… that you’re all afraid to come at me!”

The Wonderbolts didn’t budge, all holding firm, but they couldn’t conceal some hesitant shaking. Dash was placed behind the elites, but Nightshade found a small space between all of them to look through and lock eyes with her. Dash yelped and shifted back, bumping into Matteo and causing one or two of the elites to look back at her.

“You see that?” Nightshade asked while grinning at Dash. “See the look in her eyes? You see how I’ve taken the brave, brash, shining example of loyalty… and turned her into a shaking pile of fear?” Everypony except for Fire and Misty glanced back at Dash, taking in the sight. They all quickly looked back when Nightshade started taking very slow steps towards them, inching her way forward as the crystals orbited around her. “She understands… she knows who I am…” she turned her head slightly and opened one eye wider. “She’s had real… hooves on experience with me…” she looked towards Misty as she kept her slow pace, pointing at her next. “See THAT? I know she wants to tear my guts out for what I’ve done to her. She just tried to… and it failed. Now she’s holding back despite the urge to destroy me for the pain I’ve caused her. She’s already hesitating, isn’t that precious?”

“You will not intimidate us,” Fire suddenly replied, but did so in a calm tone, causing Nightshade to stop a few paces away from them. Everypony looked towards him. There was hesitation, his body was not being held steady, but he was showing a degree of control that was definitely needed in the current situation. “We have a mission, and we’re going to carry it out. I don’t care how powerful you think you are… One more step and we will do everything in our power to go through you!”

Nightshade blinked, scrunched up her mouth, and puffed up her cheeks while releasing an amused snort. She followed up with a devious smirk.

“Mmmmmmmm… hmmhmmhmm… Through me?” she grinned while narrowing her eyes. “I like the sound of that… well, okay… if you insist!”

Three of the crystals suddenly broke from orbit around her and shot inward, pressing against her body. They began to glow, intensifying into a bright shine, disappearing into balls of pink light. The three lights phased into her body, completely disappearing.

“MMMMMMM!!!!” Nightshade suddenly moaned loudly, her body twitching as she sharply dipped her head and neck down. A faint pink glow began to surround the edges of her body, growing brighter and brighter as she visibly shivered. “OOOOOHHH!!!!” she cried out as she lifted her head back up and arched it back, the glow intensifying as her body began to twitch, her muscles flexing and tensing… and seemingly growing slightly larger. A light shockwave suddenly propelled forth from her, crashing against the Wonderbolts, forcing them to brace themselves as the force blew past them and caused their manes to dance as if within a strong gust. “YESSSS!!!!!!” Nightshade yelled out as the glow surrounding her turned into an aura that rose from every inch of her body like a roaring flame. It was as if she had taken on the properties of a crystal itself, generating her own magic.

Her eyes shot open as she directed them towards the Wonderbolts. Her mouth was slightly agape with her tongue resting over her bottom lip, turned slightly to the right side of her mouth as she panted and gasped pleasurably. She vigorously licked the edges of her mouth before pulling her tongue back in and slamming her teeth shut into a crazed, power-high grin, a bright pink glow shining forth from her eyes.

The Wonderbolts watched in horror, but none were anywhere near as terrified as Rainbow Dash… because she had seen this before. Technically all of them had seen it, but she had also fought against it. This was exactly what Nightshade had done when she and Soarin had faced her previously… and the act of absorbing the crystals as she just had… sent her on a psychotic warpath like a wild, untamed beast.

“Oh… oh god… oh god…” Dash pushed herself backwards, forcing Matteo to reach down and stop her before the pressure against his arm caused him to tip over. But… as Nightshades little magic infusion continued… Dash began to notice that something wasn’t quite the same.

“HAHAHAHA!!!!” Nightshade laughed maniacally as she fixed her eyes on them. Her smile remained plastered to her face as her body and muscles continued to flex and twitch. “Well then!” she yelled towards them, sounding disturbingly happy. She grabbed her goggles from around her neck and pulled them back up to her face, but rested them on here forehead for the moment to keep her eyes free.

Dash’s jaw dropped as her fears were confirmed. Nightshade did the same thing she did last time, but unlike last time… she did not lose her mind. She was in control.

“You said… one more step… right?!” she slowly lifted up one of her front hooves. She bounced her eyebrows once, the whole massive aura around her suddenly shooting inward and surrounding her, giving off a bright flash and moving down her body until it was gathered in her lifted hoof. “Don’t mind if I do!”





She slammed her hoof down to the ground, a massive shockwave many times larger and stronger than the first, erupted from the ground where she stomped. It smashed into the Wonderbolts, blowing all of them off their hooves and sending them tumbling along the ground. Even Matteo was pushed over, dragging Silver along with him who was using him as support. 

Several grunts and yelps rang out as the Wonderbolts finally stopped rolling, roughly coming to a halt on the hard rocky ground. None of them wasted any time in propping themselves up and staring in disbelief towards Nightshade. She reached up and lightly tapped her goggles down into place over her eyes, the pink light seeping out from beneath them as she licked the upper row of her teeth.

She was simply walking towards them again, her other three crystals orbiting her as the aura began to rise from her again. Invisible forces rushed from her body like continuous whirlwinds. Fire Streak was the first to his hooves, determined to not give in and keep up command.

“Everypony on your hooves! Now!” he yelled as he gave quick glances over his shoulders. The elites all rose, but Dash and Foxtrot remained behind, staring at Nightshade as she slowly approached. “Storm Front!” Fire suddenly yelled back. Storm perked up, somehow tearing his eyes away from his father’s former leader and friend as Fire called his name. “We’ll handle this! Take your squad and get Silver out of here! GO!”

Dash blinked as she tried to put together what was being suggested, she was being heavily distracted by Nightshade, but she could have sworn Fire had just told them to—

“W-what?! Storm fumbled to respond. He heard the orders loud and clear, but he was also unsure how to feel about them. 

“THAT’S AN ORDER!” Fire added while shooting a sharp glare over his shoulder. “GO!!!”

Matteo and Squall both looked towards Storm, Dash slowly turning her head to look as well. Storm bit his lip, looking down with his pupils darting back and forth. He slammed his eyes shut, grunting uncomfortably as she shook his head and then took a deep breath.

“Let’s go…” he finally said while looking at all of them. “Come on, get up, let’s get moving! We have our orders!” he said as he twirled his hoof in the air and turned. He ran right into Silver, who was up and staring harshly at him. Storm froze for a moment, his eyes widening when he saw Silver, but he didn’t let it affect him for long. He fought past Silver’s gaze and continued to twirl his hoof. “LET’S GO!” he yelled, motioning to Squall, then Silver.

“What?” Silver blinked as Storm and Squall flanked him, lifted him up and placed him on Matteo’s back. “HEY!” Silver tried to resist, but being caught by surprise didn’t put him in a position to do so. They already had him up and his wings pressed to his body. “HOLD ON A SECOND!” Silver demanded, but Storm just kept pushing and pointing at Squall to remind him who was in charge.

“Uh…” Dash mumbled as she finally found her hooves, slowly turned around and began following. With no real idea what to do or how to handle the fear Nightshade was pressing into her, she went along without question. 

As Matteo rose back up with Silver on his back, Silver held on, looking down at Dash and glaring as if he wanted her to speak out against what was happening, but she wasn’t even looking at him, just straight forward as they began taking off. Silver released a loud growl, but was cut off as Matteo began moving and he was forced to hang on.

“STOP!” he yelled. “WHAT THE HELL ARE—?!” Silver kept protesting, but Storm ignored him, as did Matteo and Squall but not without hesitation. Dash was just completely out of it, almost a completely different pony, the only goal on her mind to get as far away from Nightshade as possible.

“Where is Twister?!” Storm asked, looking around as they lifted off. Squall just shook his head in response.

“Hell if I know! He’ll be fine!” he replied, which Storm seemed to accept as they took to the air, Matteo struggling a little because of a certain, old, defiant voice yelling in his ears.

Dash just kept flying, but Nightshade’s laughter met her ears, causing her to cringe and nearly freeze as they slowly pulled away.

“YES! RUN!” Nightshade yelled after them. "I’ll have my fun here and then get a nice second helping when I find YOU!”

Dash didn’t look back, but every word stabbed at her. Nightshade had completely overwhelmed her and there was nothing she could do about it. She didn’t dare even peek over her shoulder. The only thing she heard as they left was Fire Streak give the launch chant.

“WONDERBOLTS! GO! GO! GO!”

The air around Dash had gone silent as if her ears were numb. She could hear things, but the sounds were barely registering. Faint noises… yelps, cries, explosions, screams. When she was sure they were out of direct visual range, she found the will to look back, only to see bright pink flashes erupting from the battleground. She quickly looked forward and bit her lip, her instincts kicking in but clashing with the intense fear that had gripped her and her heart. She just stuck next to Matteo, flying in formation as the internal battle raged.

But then… she suddenly had to react, shifting aside as Matteo nearly veered right into her. She was suddenly thrown back to reality and into the sounds of bickering happening right next to her.

“OW! OW!” Matteo grunted. “Captain Silver… ARGH! Stop it!” he yelled. 

Dash looked towards Silver on Matteo’s back. Silver was yanking at Matteo’s feathers, fuming while trying to pull himself further forward to get a view of Storm.

“WHERE THE HELL DO YOU ALL THINK YOU’RE GOING?!?!” Silver yelled at the top of his lungs. “Turn around RIGHT now and go help them!” he demanded, but Storm kept his eyes forward.

“Captain, please! I’m following orders! We have to get you out of here so we can—”

“THE HELL YOU DO!” Silver cut him off. Dash gasped as she watched Silver push himself up and drive his elbow hard into Matteo’s back right into Matteo’s left wing joint.

“AUGH!!!!” Matteo cried out painfully, his left wing buckling and pulling in. He fell right out of his flight path and tumbled towards the ground, Silver hanging on for dear life as the two plummeted.

“Matty!” Dash yelled as she and Squall dove after them. Storm stopped and blinked for a moment before diving as well. They didn’t have nearly enough time or space to reach the falling duo, all three of them cringing as Matteo struck the ground hard, Silver bouncing off his back upon impact. The two tumbled to a painful halt, rolling up against a small cliffside below. Matteo rolled over and stood up immediately, cringing in pain and holding his right talons over his shoulder. Silver was slowly and painfully pushing himself up off the ground as Storm, Squall, and Dash all landed, rushing up to them. Dash was ready to ask Silver if he was alright, but Storm pushed by her before she could.

“Silver! What are you—” he was cut off the moment he reached Silver. 

Silver suddenly reached out, grabbed Storm by the shoulder, yanked him around, and slammed him hard against the cliff wall. Dash, Squall, and Matteo all flinched and gasped in surprise. 

“AH! OW!” Storm yelped as Silver continued to apply heavy pressure against him. He opened his eyes and his pupils shrank as Silver ripped his own goggles off and glared as hard as he could into Storm’s face from less than an inch away.

“Now you listen to me and you listen well, PUNK!” Silver yelled as hard as he could, spraying tiny bits of saliva into Storm’s face. “I didn’t let Fire tell me what to do so I’m sure as HELL not letting YOU do it either!” he unloaded, completely taking all the air out of Storm’s lungs, asserting himself fully and completely. “If you’re all going to turn your tails and run away… FINE! I’m going back to help them with or without you!”

Dash, Squall, and Matteo remained in place, mouths and beak still agape, glancing at each other while completely hesitant to step in the way of Silver’s onslaught. None of them were more conflicted than Dash however… because while her mind was still being invaded by Nightshade, she heard one thing loud and clear. That Silver was going to try to go back and fight.

“W-what?!” Storm managed to say despite being intimidated to hell and back. “No! We… we can’t!” he tried to argue.

“Oh really?!” Silver growled, narrowing his glare further. “Okay, son! What’s your excuse?!” he demanded.

“Ex… Excuse for what?!” Storm failed to get it.

“I’M ASKING THE FUCKING QUESTIONS HERE!!!!!” Silver roared into Storm’s face while pressing his nose to Storm’s. “What the hell makes you think it’s a good idea to just leave your comrades behind?!” he asked, spelling it out for Storm. Storm seemed to find a little bit of strength as his ears pointed back up and he gritted his teeth. 

“I…I’m following Fire’s orders! And Spitfire also gave us orders to—”

“BULLSHIT!” Silver cut him off, yelling even louder. “This is coming from the pony who made a name for himself in the tryouts through showing an unyielding willingness to protect everypony he could!” Silver reminded him. Storm caved completely his eyes widening beneath his goggles. “That’s exactly why you ended up earning the elite spot too! Are you telling me you’re not the pony you built yourself up to be?!

“Uh… UH…!” Storm tried to reply, but he had nothing. Silver had completely called him out for caving.

“Feh…” Silver grunted as he pulled a little away. “You’re just as compromised as the rest of them…” As he felt Storm’s resistance let up, Silver let go, letting Storm drop to the ground. Storm looked up from his stomach to see Silver standing over him and looking down with a very disappointed expression. “Fine, if you’re that eager to run away… then you’re relieved of command of this squad!”

Storm didn’t reply, he just kept looking up as Dash, Matteo, and Squall continued to be bystanders, not sure what to do in the wake of what they just saw. But then they all flinched as Silver sharply turned and looked at them. He fixed his eyes on Matteo, and then Squall for a brief moment each, but then trained them directly at Dash standing between them. She simply looked back, the same expression of weakness and fear stuck on her face that had been since Nightshade appeared.

Silver’s glare hardened, pushing the limits of how much he could distort his face and brow as he growled and stomped over to Dash. Dash just kept staring, not picking up any of the anger Silver was aiming at her. He stopped right in front of her, gritted his teeth, and lifted up a hoof, pulling it back. Matteo and Squall both reacted in alarm, both turning and reaching out… but they were too late. 

Silver UNLOADED a right hook into Dash, walloping her across the face and sending her right off her hooves to the ground. Matteo and Squall didn’t stop, angrily reaching towards Silver to restrain him, but Silver quickly slammed a hoof down over Squall’s head, pressing him down to the ground while simultaneously hooking Matteo’s arm and painfully twisting it in an awkward position. Silver’s breath hissed between his teeth, grunting painfully as he held the two at bay, both of them lurching and flailing as they tried to get free of his hold. Silver looked up at Dash on the ground as he struggled against Squall and Matteo.

“GET UP!” he yelled to Dash. Dash slowly turned over onto her back and propped herself up, reaching a hoof to her bruised cheek as she blinked. She locked her eyes on Silver, opening them wide as her mentor painfully groaned and gasped, holding her two friends down as they tried to push and yank free. “GET UP, AND GET YOUR RAINBOW SHERBERT ASS OVER HERE!” Silver demanded as he grinded his teeth together, his body shuddering and twitching.

Rainbow Dash didn’t even know how or why, but her body responded to Silver’s words. She slowly started to get up, pushing her hooves to the ground and rising. She started walking towards him, taking slow, but smooth steps as her eyes remained fixed forward. Matteo and Squall both saw Dash moving, causing them both to stop struggling and watch as their captain approached as she was told.

Silver gasped painfully, releasing both Squall and Matteo as they stopped resisting, he bent down for a moment to catch his breath and fight back the pain, but soon after, his head was up and he was giving Dash the same glare he just gave Storm. Dash remained still for a moment but then averted her eyes, looking towards the ground.

“Look at me,” Silver said quietly, but firmly. Dash blinked, tilting her head slightly, but not going all the way up. “Dammit, Dash… LOOK at me!” he lifted his voice a little, but didn’t yell. Dash shivered, but did as she was told, tipping her head all the way up. “Dash… I want you to look me in the eye… and honestly tell me that you are scared.”

Dash blinked again, taking a moment to realize what he had just said… and wonder if she had even heard him correctly.

“Uh…”

“Tell me you are scared!” he said louder. Dash just kept staring. “TELL ME!” he continued to stay just short of yelling, instead pouring strength into his voice that weighed down on her. “Because… if you are…” he paused and pointed back at the cacophony in the distance, all of the explosions and the yelling and screaming of familiar voices. “And after all I’ve seen and expected from you, all it takes is one pony to bring your composure, bravery, loyalty, and resolve crashing down…” he put his arms down and narrowed his eyes. “Then I have FAILED as your mentor, and have been completely wasting my god damned time with you!”

It felt like something had completely stabbed Dash through the heart. Suddenly something was overtaking the fear and thoughts of Nightshade… something that, no doubt by how she felt, meant much more to her than anything Nightshade could say or do to her.

Hearing Silver say those words did something to her. It filled her with… shame. But with the shame… came something else. Something that made her want to resist it… to bite back.

“SO SAY IT!” Silver finally yelled, startling her and causing Squall and Matteo to step back. “TELL ME YOU’RE SCARED! I DARE YOU! DISGRACE THAT UNIFORM YOU’RE WEARING! MAKE US REGRET EVER LETTING YOU WEAR IT! MAKE ME REGRET PUTTING SO MUCH FAITH IN YOU! I! DARE! YOU!”

Dash froze in place... but it wasn’t out of fear, in fact her continuous jittering had stopped completely. 

It was realization.

She was scared. She could not deny that. She was very, very afraid of Nightshade. She always had been. Nightshade was like a nightmare that had escaped her head, the only pony she had ever, truly feared and lacked the strength to stand up to all on her own, the mere sight of her making her skin crawl and her stomach churn. Her traumatic fear of lightning was like a sweet, fresh baked cupcake compared to Nightshade.

But could she afford to let that control her? What would happen if she left? If she didn’t face her deepest fears? If she ran away and… left everypony she cared about behind?

The moment the thought crossed her mind, it hit her. 

She looked down, shut her eyes, and gritted her teeth as a very specific memory flowed back to her.

We were ambushed. We didn’t stand a chance. A group of at least fifteen drakes surprised us… almost all of us. I spotted them incoming and called out a warning right as they were upon us. I managed to duck out of the way, but Blizzard Strike and four others were plucked right out of the sky and driven a hundred feet to the ground. The two remaining and I tried the take the fight to them, but before I could count to five, they were both down and I was being driven to the ground as well. I managed to break free and push off before the knockout blow, but now there I stood, the only thing between them and my seven fallen comrades. They all writhed and groaned in pain behind me as the drakes slowly closed in.”

“I was scared… Dash. I was scared of death. I was staring right into the eyes of the same species that had recently nearly burned me alive two months prior. They all approached slowly, with embers and small flames protruding between their teeth. I was terrified and knew the only thing ahead of me was pain. My fear overtook me. The cries and wails of agony from my fellow Wonderbolts failed to reach my ears.”

Dash’s ears stood straight up as more screams came from the direction of Nightshade… but none of the screams belonged to Nightshade herself.

"I ran… I fled the scene… In my fear, I forgot my duties. I only thought of my own safety and left them all… to die."

"They were all killed as soon as I left them. Six Wonderbolts who were all part of my recruitment class and my mentor, who was like a second father to me… all dead because I ran in the face of extreme danger. I ran into the approaching squads, king, and princess less than a minute after running, but by then it was already too late."

"We were soldiers… but they were also my family. They were my brothers and sisters, and Blizzard Strike was my mentor. They are all dead because I ran instead of holding my ground and taking the blows for them. Afterward, I never felt like more of a pathetic failure in my life. If not for Misty Fly adamantly convincing me otherwise, I was prepared to remove myself from the Wonderbolt ranks in shame. Since then, my life has gone on, I met and married my wife and I have two children. I have a little family of my own. But I will never get my first family back. I’ve lived every day of my life with it weighing heavily on my shoulders, but I have no one to blame but myself."

"It was on that very day, when Misty dragged my ass back into the compound, that I made a vow. A vow to never again run away from danger, to never again leave a fellow Wonderbolt or anypony else to a terrible fate. To protect each and every one of my brothers and sisters… until my very last breath if need be. This is the most important lesson I can ever teach you, Dash… Take good heed of it, and think about it. I’ve been cursed with a terrible shame that weighs on me every day of my life, and I do not wish the same for you."

Silver didn’t want her to admit she was scared… that’s not what he wanted at all.

He wanted her to DENY it. He wanted her to deny it with everything she had. 

She was now in a situation that was similar to the one Silver had failed to face when he was her age… and he was doing everything in his power to make her see it and understand it. 

He didn’t want her to make the same mistake. 

He didn’t want her to be overcome with the same shame that he now lived with every day of his life.

Dash feared Nightshade. That wouldn’t change. But when those she cared about were in grave danger… she couldn’t afford to run from her fears… she had to face them. She had to face them, overcome them, and fight. She couldn’t leave them all behind.

She REFUSED to leave them all behind!

Dash slowly opened her eyes, her face relaxing as she took a quiet breath.

“I’m not scared…” she said as she slowly looked up at Silver. Silver lifted an eyebrow.

“Louder.”

“I’m NOT scared!” Dash spoke up, baring her teeth.

“Bullshit!” Silver yelled back at her. “I’m not convinced!” Silver was about to take a step forward and push her back, but before his hoof could touch the ground, Dash pushed forward into HIM, catching him off balance and pushing him two steps backwards as Dash glared at him.

“I’M NOT SCARED, YOU OLD BASTARD!” 





Dash yelled as loud as she could, startling both Squall and Matteo and finally causing Storm to blink and look up from where Silver had left him. Silver stared at Dash with a flat, serious expression as she growled, her nostrils flaring as her anger spilled over at him. 

After a moment, Silver smiled.

“Okay then…” Silver said as stepped back and turned his side to her. “Prove it.”

Dash shifted forward, ready to say more, but before she could, Silver cleared his throat loudly.

“Recruit Rainbow Dash, as Second Captain of the Wonderbolts, I hereby revoke the orders of Lead Captain Spitfire on the grounds that she is emotionally compromised. I am placing you in command of recruit squad Foxtrot and assigning you full use of Storm Front of squad seven.” Silver paused and glanced over at Storm, who was still on the ground, but looking towards them in surprise. “Well…?” Silver turned to face Dash again as she stared with wide eyes, caught slightly off-guard by the official declaration. “You’re in command now,” Silver immediately granted her. “The choice is all yours. Either we leave… or we stay and fight.”

It took Dash a moment to fully register the restoration of her command, but the moment she did, she briefly thought over every word Silver had just said… quickly picking out something he tried to sneak in there, and she wasn’t going to let him get away with it.

“We are staying and we are fighting!” Dash yelled, addressing Storm, Squall, and Matteo first, Silver started moving up beside her, but she abruptly turned and pressed a hoof to his chest. “But YOU… are not fighting.” She quickly denied him. Silver’s eyes widened and he blinked.

“Wha—?”

“Don’t start with me!” Dash cut him off. “Nice try. You weren’t specific in which orders by Spitfire you were revoking. I’m not gonna let you use that as an excuse to fly into battle with us. And I know you were thinking that, don’t deny it!” Dash called him out. Silver immediately flattened his brow and huffed as she continued. “You have restored my authority as captain of this operation, and my orders to you are to stay back and respect that you’re in no condition to fight!” She stepped up and got in his face, even though she had to reach her neck up a little to do so. “And if you’re going to challenge me like you did Fire and Storm… Give me your best shot, geezer! I’m not gonna bend over and take it like they did!”

Silver stared down at Dash as she forced her glare up towards him. He looked into her eyes carefully for several moments before failing to hold back a smirk and a chuckle.

“Heh, then what the hell are you waiting for?” he said while shaking his head. “Don’t waste your time with a broken, old stallion like me,” he made a swift head motion towards the fighting. “Get going… And don’t look back.”

The corners of Dash’s lips turned up into a grin as Silver immediately caved, respecting her will and her desire to keep him out of danger. That or her ego felt a bit inflated after she got him to back down when two that ranked much higher than her got their asses kicked trying. In reality, it was a sign that she had his respect on a deeper level. 

“Storm! Squall! Matty!” Dash yelled as she swiftly turned around and stepped up to Squall and Matteo. The two were still showing a little unease and uncertainty, but both of them perked up the moment Dash approached and made her presence and determination known. “Bring it in!” She beckoned them. Squall and Matteo both hesitated for a moment, but both swallowed, nodded and stepped forward, following the lead of their captain. The weight of the situation was clear and present, but they would not run while their captain stood ready to fight.

Storm, however… didn’t move from his spot. He still sat against the cliff side, staring towards them blankly. Dash, glanced past Squall and furrowed her brow. 

“STORM!” she yelled at him, but aside from turning his eyes towards her specifically, he didn’t give any sort of response. Dash scrunched her face into a sharp glare. “Storm, get your ass over here or we’re leaving without you!” she threatened. Squall scoffed as he looked over his shoulder at Storm.

“Feh…” Squall flipped his mane over as he looked back at Dash. “Don’t even bother. Let him be a chicken and—ow!” Squall yelped as Dash jabbed him in the arm.

“Squall… let him speak for himself!” Dash ordered. Storm’s eyes widened as Dash turned her attention back to Storm. “It’s his call. He’s the only elite among us, but in the end it’s up to him what that title of ‘elite’ really means.”

Storm visibly flinched, his ears standing straight up as Dash continued to glare towards him. He looked away briefly, staring at the ground and face slightly changed as his eyes darted back and forth.

“Well Storm?” Dash continued. “Are you with us, or do we have to leave you here with the old bag of bones?” she asked while pointing towards Silver. Silver snorted and pouted. 

“Alright, enough with the old pony talk—”

“WELL?!” Dash cut him off, keeping her eyes on Storm.

Storm kept looking down, but he began to shudder. He gritted his teeth as he slammed his eyes shut, the specific words Dash had used cutting even deeper than the onslaught Silver piled on him earlier. She was right… he was the only ‘elite’ among them… so why was he the only one hesitating?

Storm lifted his head up, his eyes opening to reveal a renewed fire of resolve. What the hell was all his work and advanced achievement for if he just caved when it mattered? They gave him the privilege of becoming a high tier elite fresh out of cadet tryouts. He refused to let them regret the decision. 

Storm rocked forward and slammed his hooves to the ground, pushing himself up and quickly trotting over to them, joining the other three in the huddle. Dash smiled as Storm walked up, watching as Storm and Squall exchanged challenging glares before the two refocused.

“I’m right with you!” Storm declared strongly, glancing up at Matteo to receive a grin of approval. “Let’s do this!”

Dash smiled and held a hoof forward into the middle of the huddle.

“Alright, let’s…” she suddenly paused, blinked and looked around.

“What?” Matteo asked as he started glancing in the same directions she was, but looked right back when Dash released an annoyed growl. 

“I swear to Celestia, I MIGHT actually consider murdering Twister the next time I see him…” she grumbled. Storm, Squall, and Matteo all blinked and glanced around as if expecting Twister to show up the moment Dash mentioned him… but he remained missing in action… for who the hell knows why. “Forget it, LISTEN UP!” Dash yelled.

They all turned their attention back towards Dash, all huddling up. Dash, still holding her hoof into the center of them, bobbed it up and down to encourage them to do the same. Squall and Storm both put their hooves into the center. Matteo followed up by reaching in and clasping his talons around the three hooves. Dash gave each of them a brief look, making sure to look into each pair of eyes before giving a strong nod.

“We’re about to fly into battle against somepony that’s… not normal, in any sense of the word. She is cruel, merciless, and will constantly try to get in your head, doing anything and everything to physically, mentally, or emotionally conquer you. I will come right out and say it… Silver is spot on. I am scared of her,” Dash admitted, drawing looks of surprise, especially because she had just denied it by yelling in Silver’s face. “I have fought her before, as I told you guys when we were in Cloudsdale… she is nothing like anypony else I’ve faced and I’m sure it will be the same for you…” she paused and hardened her gaze, glaring at each one of them. “But there are lives on the line here… WONDERBOLT lives…and as Wonderbolts… we can’t just back down while they put it all on the line against her. I’ll be damned before I let her intimidate me! It’s up to us to help them! ARE YOU WITH ME?!” she yelled while tensing her arm and pushing her hoof against the others. Squall, Matteo, and Storm all gave a hard nod.

“HOO-RAH!” The three of them yelled. Without another word, they broke the huddle and all turned to face the battle, making sure their goggles were in place, save for Dash who had lost hers. They spread their wings, ready to fly.

Dash briefly glanced over her shoulder at Silver, who was leaning against a rock for support… smiling. Dash smirked right back before facing forward.

“WONDERBOLTS!” she yelled out. “GO! GO! GO!” she gave the order, the four of them breaking into a short sprint before leaping into the air and taking flight in a diamond formation, shooting towards the battle between Nightshade and the elites.

Silver watched proudly as the four left him behind, his smile growing wider as he pushed off the rock and started limping towards the fighting.

“Heh… heheh…” he chuckled to himself. He couldn’t stop smiling. “Well I’ll be…” he said to himself as he hobbled along and kept chuckling. “Looks like we brought some Wonderbolts along on this mission after all…”





It was a very short flight back to the battle, but Dash was contemplating what to do from the moment they took off.

“Steady!” she yelled as they approached the cacophony below, the pink explosions leaping up from wide open canyons accompanied by yelps and grunts. “Stay in formation!” Dash yelled as they shot out over the top and finally got a good look at what was happening below. Dash wanted to assess the situation before giving any specific orders… but it didn’t take long to see the situation was beyond crazy.

There were lots of Nightshades engaged with the Wonderbolts below, well… clones of Nightshade. Dash took a second or two to specifically watch an exchange between Surprise and one of the Nightshade clones that was using Witch’s needle barrage. Surprise evaded and closed in, but when she went for the clone weak point in the forehead, the clone quickly and skillfully guarded the spot, pushing Surprise back and pressing its attack. Surprise even tried using some of her random ‘reality defying’ tactics to gain vantage points, but they were met with the same result. No matter where she popped up or appeared, she struggled to get even close to hitting the clone’s weak point. Dash glanced back and forth to see similar sequences play out with the others in the immediate area. 

Unlike the commander clones, Nightshade’s were not slow, weak, or clumsy. They were not on the level of Nightshade herself, but they were strong, aggressive, and skillful, even taking measures to specifically guard the weak point. It wasn’t perfect, a few of them being felled as Dash flew over the top, but it took a lot of effort from the elites, as opposed to the commander clones who tended to leave the weak point wide open. These clones were forcing the Wonderbolts to actually engage and fight them, which provided Nightshade the perfect cover to launch her own attacks. It certainly didn’t help that these clones seemed capable of also using at least one of the commander techniques… what a nightmare.

It didn’t take Dash long to decide… that to reach victory, they had to single out and bring down the real Nightshade… as ridiculously hard as that would be. The Wonderbolts were divided and forced to focus on one or two clones at a time… if they were going to take on the real Nightshade, they’d need at least three or four Wonderbolts all focused on her at once. 

It was settled, they had to locate and engage Nightshade herself… the first task would be finding her. Dash wasn’t too worried about the Wonderbolts fighting the stronger clones, they could handle themselves. She was more worried about whichever elite was unlucky enough to run into the real Nightshade.

Dash was faced with a dilemma. Part of the current problem was that the Wonderbolts were separated, but the fastest way they would possibly find the real Nightshade was if her squad split up. She didn’t feel like she had the time to think it over, so in the end, she was forced to make a quick choice.

“Split up and assist out fellow Wonderbolts!” she yelled back. “Help them break free and try to get them grouped back together! Strength will be in numbers in this fight! If you find the real one, give some sort of signal to alert the others! GO!” Dash split off, as the rest did the same. She cursed herself for possibly thinking too fast since she didn’t specify what the ‘signal’ should be, but she had a feeling anything that spread alert would suffice.

As they all broke off, Dash kept surging forward, she ended up fixing her eyes on a scuffle going on further away from the others. She pumped her wings and shot over the top, looking down to see Blaze and High Winds. The two of them were engaged with two clones.

Dash stopped and hovered in the air, looking carefully at the clones. There had to be some way to tell them apart from the real Nightshade. If she had known she would be engaging her now, she’d have paid more attention when Nightshade showed them before.

Dash perked up when Blaze and High Winds executed a well-timed maneuver, crossing and catching each other’s opponent off guard, striking both their foreheads and causing them to explode in a bright light. Dash smiled at their success and turned away to check the others. She already noticed that Squall, Matteo, and Storm were no longer up in the air, all three of them likely down and helping the Wonderbolts. She was about to start up and look for Nightshade again…

But then a yelp rang out, forcing her to turn back and look down at Blaze and High Winds again. The two of them faced another Nightshade… but only one? Dash blinked and her eyes widened as a soft pink glow emitted from the Nightshade…

The Nightshade… wait a minute… that was Nightshade! 

Dash’s eyes widened as Blaze and High Winds rushed at Nightshade, only to be met halfway and driven towards the ground. Dash quickly looked back, swearing as she saw nopony in the direct vicinity to call too, so she put her hooves to her mouth and whistled as loud and for as long as she could, hoping somepony from her squad heard it before she turned and started a careful approach to Nightshade.





“OOF!”

“OW!”

Blaze and High Winds both grunted in pain as they were harshly forced to the ground on their backs, grinding against the rocky floor of the canyon as Nightshade pushed them along, pinning and pulling their wings painfully beneath them. Nightshade eventually stopped and doubled the pressure down against them to lock them in place, both of them gasping and struggling as they yanked at Nightshade’s arms.





“Ah…” Nightshade lowered her head down and looked at both of them real close while bobbing back and forth between them. “The mares of the second squad…” She grinned as she bounced her eyebrows. “I don’t believe we’ve been FORMALLY introduced!” she taunted as she stopped over Blaze and leaned in closer, Blaze growling as Nightshade put her face real close to hers. “Oh?” Nightshade lifted her brow. “You must be related to Spitfire! Same pathetic glare and ugly mane to match… only you’re a bit smaller and scrawnier. Such a shame!”

“GO FUCK YOURSELF!” Blaze belted, spraying saliva at Nightshade’s face as she yelled at the top of her lungs. Nightshade snorted and rolled her eyes.

“Been there, done that…” she shrugged. “My clones ARE pretty good in bed, but they never resist… nowhere near as satisfying as subduing the REAL thing!” she sneered as she tipped her body down towards Blaze and pressed her chest against Blaze’s stomach. “Want to try me, little mare?” she asked as Blaze cringed and arched her neck away.

“GET… OFFA HER!” High Winds yelled, lurching and pulling harder at Nightshade’s other arm. 

“Oh, you want some too?” Nightshade asked with a creepy giggle as she remained on Blaze but looked over at High Winds. She opened her mouth to say more, but her eyes suddenly glanced up. She blinked and sighed in disappointment. “Pardon me for a moment.”

Nightshade suddenly lifted herself up, grabbed both Blaze and High Winds by the fabric of their suits, smacked their heads together and then spun, throwing them both into a nearby cliff wall. Blaze hit the wall first and then High Winds smashed into her. Both of them cried out painfully as they fell into a heap on the ground.

The moment after Nightshade let them fly, she turned, anchored her back hooves into the ground, and reached her front hooves up. Rainbow Dash shot in and clashed her front hooves with Nightshade’s causing a loud, echoing CLACK that bounced off the cliff walls. Dash gritted her teeth as she felt the opposite pressure from Nightshade, but she kept pumping her wings harder and harder, pushing her along the ground as Nightshade’s hooves began digging along the rocky floor. Dash forced herself to remain strong and poised, even though Nightshade was staring right into her eyes, Nightshade’s confident gaze very visible behind the yellow goggles. Nightshade didn’t seem surprised, or at all shocked to see Dash… it was almost as if she was expecting her. The look pierced right through Dash, but she refused to yield. She looked headlong into Nightshade’s eyes and told herself to fight the fear. 

Don’t be afraid, push back against it!

Unfortunately, Dash’s strength was not as strong as her resolve… because try as she might, Nightshade managed to completely counter her force after only being pushed back a yard or so. Dash’s wings were still pumping, and she was still pushing, but Nightshade had halted them completely.

“Awwwww!” Nightshade suddenly cooed, but her natural voice tone made even something like a coo sound incredibly seductive. “I KNEW you’d come back!” she taunted as Dash continued to struggle, but it got to a point where it seemed like Nightshade wasn’t even trying. “I LOVE eager types! They ALWAYS come back to me!”

“I’m NOT…” Dash grunted. “The pony…” she gasped as she kept pushing. “I used to be!” she declared as she kept glaring into Nightshade’s goggles and the confident eyes that lay behind.

“Oh… believe me,” Nightshade licked her lips. “I’ve noticed!” Nightshade suddenly released one of Dash’s hooves and grabbed her arm. Dash didn’t even have time to yelp as Nightshade swung her around and threw her down to the ground back-first in the blink of an eye. Dash opened her eyes just in time to see Nightshade jam her hoof down hard against her chest. Dash gasped as Nightshade’s hoof connected, sending waves of pain through her from head to hoof. Survival instincts kicked in and she immediately grabbed Nightshade’s arm, but no matter how hard she yanked and pulled at it, it didn’t even budge.

Dash eyes widened as she realized just how easily Nightshade subdued her. As if it wasn’t intimidating enough to have her over her and looking down with her creepy smile, Dash’s hooves could feel the enormous, rock hard muscles in Nightshade’s arm, tensed and holding her in place as if a solid, heavy, metal pillar had been dropped on her chest. Nightshade released a deep, slow giggle as she increased the pressure, causing Dash to gasp and writhe as she was pressed down, causing a painful amount of compression against her wings as they were sandwiched between the ground and her back.

“Hee hee heeeeeeeeeeeeeeeeee!” Nightshade bit her lip as she started leaning down, the glow disappearing from around her body for the moment. Dash’s eyes shooting open and her ears folding back as Nightshade lowered herself down. “You look even better than you did last time I saw you! Oh… I love how this suit hugs your body…” She lifted her other hoof over and began running it along Dash’s chest and stomach. “Still hitting the weights hard, I see! Good, I love a pony who stays in shape!”

Dash slammed her eyes shut and shook her head, holding her breath for a moment before growling and opening her eyes, glaring hard at Nightshade. She couldn’t let her get in her head! She refused to play her game again!

“I’m gonna… hit… YOU hard!” Dash spat back defiantly. Nightshade puffed her cheeks up and held in a laugh.

“Pfffff… on, don’t tempt me!”

“Ah!” Dash flinched and cried out as Nightshade slammed her whole body down on top of hers. Seeing the position she was now in, Dash started shifting her whole body, struggling to shimmy herself out from beneath Nightshade, but her strength, not to mention her size made it incredibly difficult to gain any ground.

“Yesssssssssss!!!” Nightshade shivered, while grinning ear to ear. “Keep struggling! MORE! MORE!” she demanded as she started pressing her free hooves harder against Dash’s body while feeling her up, slinging one of them all the way back to give her plot an uncomfortable squeeze.

“DAMMIT!” Dash slammed her eyes shut and arched her head back. “STOP IT!!!!” she yelled out desperately. She was facing Nightshade against her fears… trying to fight back against Nightshade’s manipulations, but it was as frustrating as it was difficult. She was trying to legitimately fight… but Nightshade was simply humiliating her!

“Oooooh Dashie!” Nightshade giggled as she reached forward and grabbed Dash’s shoulders, increasing the pressure of her body against Dash’s. “The more you squirm, the more it drives me wild! Keep it up…” she leaned in really close to Dash’s face, causing Dash to look back and glare instead of arching away. “I might just have to slip us out of these suits!”

“HHHHHHHHHHHHHHHRRRRRRRRRRRRRRGGGGGGGGGAAAAAAAHHHH!!!!!” Blaze suddenly yelled out from nearby.

“Dammit… always when I’m busy…” Nightshade grunted in frustration as she pushed herself up off of Dash and reached up a hoof to block a flying kick from Blaze. But at the last second, Blaze thrust her wings down, propelling her up and over Nightshade. Nightshade didn’t even react, just looked up while lifting an eyebrow.

“WINDY!” Blaze yelled, causing Nightshade to glance back down casually. High Winds was ten yards away, in the air with her wings cupped back.

“HRGH!” High Winds grunted as she slammed her wings forward, a loud BANG ringing out as an incredibly strong burst of wind propelled forward. Nightshade blinked, reaching up a hoof to shield her face as the burst slammed against her, knocking her up onto her hind legs and tipping her over. “BLAZEY!” High Winds yelled as she finished the wind attack. 

“SUCK ON THIS, BITCH!” Blaze yelled as she shot up from behind Nightshade with her front hooves clasped together and thrust them down towards Nightshade’s face to hammer her to the ground.

“Heh…” Nightshade smirked, the glow reappearing around her as thrust her wings towards the ground beneath her back, bracing herself as she reached up and caught Blaze’s hooves. “Tell me where and on what and I’ll gladly oblige!” Two flashes of light suddenly ripped from both sides of her, each creating a clone that shot out and arced around. One of them headed towards High Winds while wielding Blade’s sword, the other one took a wide turn while magic auras gathered around its arms like Sin. Nightshade shoved her hooves to the ground, barely missing Dash’s face as she pushed off and grabbed Blaze. She skidded to a halt a few yards away, and sneered at Blaze as she struggled to try and get free. Nightshade spun around and launched Blaze into the air, Blaze barely shielding herself in time as the Clone collided with her, the two hurling away from Nightshade.

Dash frantically glanced back and forth as both Blaze and High Winds were forced away by the clones. She scrambled to her hooves and focusing on Nightshade. She had her back turned to her. Dash wasn’t going to let the opportunity go to waste. She crouched down and opened her wings, leaning back while holding her wings forward. With her adrenaline pumping and filled with determination, Dash pushed through the motions of the Sonic Blast-off. Propelling herself at top speed from only a few yards away. The moment she felt the surge of speed, she used Twister’s Spiral Turn to begin a motion that allowed her to also wind up Silver’s full motion strike…

But the one rotation that took her eyes off Nightshade for a split second was apparently all the time Nightshade needed… to turn around in an instant, step forward to throw off Dash’s timing, reach up, and clasp her arms around Dash in a bear hug before any attacks were executed.

“HRRRMM!!” Nightshade grunted as Dash’s slammed into her, ripping Nightshade’s back hooves off the ground. But she thrust out her powerful wings, slowing them down and placing her back hooves to the ground with little effort…

“AHH!” Dash yelled out as Nightshade began to squeeze her, her arms caught as she wiggled back and forth in Nightshades arms. Her struggles were masking just how much in disbelief she was that Nightshade managed such a quick reaction. And now she was caught in a crushing hold, face to face with Nightshade as she sneered at her and squeezed her tightly. 

“Really, Dashie…” Nightshade snickered. “Every time you leap at me, you’re doing exactly what I want!”

“Ah!” Dash squeaked as she felt Nightshade’s muscles tense and the pressure around her increase. 

“It’s almost like you want me to do as I please with you!” Nightshade added while reaching her head forward and poking her nose against Dash’s cheek. 

“RRGHHH!!!!” Dash pulled her head back in disgust, glared at Nightshade, and thrust her head forward as hard as she could, crashing her forehead against Nightshade’s with the strongest headbutt she could muster… but then immediately regretted it. Nightshade didn’t even flinch, and she felt nearly as solid as Sin. “AHHH!” Dash cried out and shuddered as pain shot through her head and neck from the attempt. Nightshade burst out laughing as Dash cringed.

“What was THAT?!” Nightshade asked as she watched Dash grunt and gasp. A devilish smirk appeared on her face and grew larger and larger as she watched Dash struggle in her grip. “You know…” Nightshade let her tongue push between her teeth, lightly licking her upper lip. “If you wanted a kiss… you should have just ASKED!”





Dash’s eyes shot open incredibly wide as Nightshade suddenly thrust her head forward and crashed her mouth against hers. Dash released a muffled shriek as she immediately tried to pull away, but was locked in place. She pulled her head back and forth trying to detach her mouth from Nightshade’s as she felt Nightshade’s tongue pin hers down and freely explore her mouth. In her desperation, Dash managed to rip her right arm free and started punching Nightshade in the side of the face, but even that didn’t dislodge her. Dash was completely helpless as Nightshade utterly humiliated and violated her. 

Nightshade finally released Dash’s mouth, but bit down hard on Dash’s lower lip, pulling it back a little with her. Dash screamed as Nightshade’s teeth lightly punctured her lip and drew blood as she finally let go.

“AH! Ahhhhhhh!!” Dash wheezed and gasped as she tasted her own blood in her mouth. Nightshade shuddered and moaned smiling as a light trickle of Dash’s blood dripped from her lip. She slowly licked it up before smiling at Dash’s pain.

What the hell was happening? Dash felt like she had literally dived right into her own nightmare. Her will to fight was strong, but how could she fight something that had complete, unyielding control over her to the point where she couldn’t even fight back? She opened her eyes, feeling violated and traumatized, but narrowed her gaze into a glare that she aimed right at Nightshade. Nightshade giggled slowly as she continued to hold Dash in the vice grip.

“Even after all that… you’re still defiant…” she gave Dash another painful squeeze, causing her to grunt, but she kept her glare strong. “You’re right. You are a different pony, much tougher to break…” Nightshade’s eyes widened as she pushed her nose against Dash’s. “But the harder they are to break… the more satisfying the—” Nightshade blinked, looking into Dash’s eyes and seeing a reflection. She growled and scoffed. “For fuck’s sake…!”

“PUT HER DOWN!!” Squall yelled as he, Storm, and Matteo came diving in from behind. Nightshade glanced over her shoulder at the three closing in and smirked.

“Oh, you want sloppy seconds? HERE!” she yelled as she shifted her grip on Dash and spun around.

“AH!” Dash yelped as Nightshade swung and threw her effortlessly into the air, right into the flight path of the trio. Storm Front pumped his wings harder, shifting in front of Squall and catching Dash, pushing his wings to the left as he did to change momentum and shift the two of them out of Squall’s path, Matteo lagging behind on a delayed approach. Squall shot forward aiming towards Nightshade as she set her hooves and eagerly waited. Squall gave one final push before shifting upright and putting up his hooves in a ready stance as the gap closed between them.

“HOOOOORYAAA!” Squall’s battle cry rang out as he began throwing rapid punches, pairing the attacks in rapid successions, throwing every attack combo he could think of within his repertoire of martial arts. Every punch and kick was followed up by another punch or kick, pushing the assault… but nothing was getting through. Nightshade was stepping backwards, but doing so casually while blocking or dodging every attack… while smiling at him.

“Oh? Oh? OH! Almost got me with that one! Oo! Whoa! Heheh!” Nightshade taunted and teased as Squall gave his hardest effort to no avail.

“GRRRR!!!” Squall growled as he kept up the attack, Nightshade admittedly striking a nerve that he despised. Squall hated not being taken seriously more than anything else, but he did his best to stay focused, heeding Dash’s warnings about Nightshade getting in the heads of her opponents. Squall’s ears perked up when a loud BANG rang out from behind him. He grunted, shifted back, landed, and leapt upward while thrusting his wings down, propelling himself upward.

“Where are you going? Oh!” Nightshade immediately shifted her focus back down to see Matteo careening towards her with added speed from his Air Burst, his right talons balled up and pulled back. Nightshade reached up one hoof just in time to meet Matteo’s thunderous punch. “WHHHHOOOAA!!” she grunted as Matteo’s punch had enough power to force her hoof to her chest and knocked her off her back hooves. Matteo pushed his large, powerful wings into overdrive, each beat causing a powerful gust of wind around him as her pushed onward. Nightshade reached up and grabbed his arm, slamming her hooves back to the ground and trying to anchor herself. Matteo followed suit, reaching up and grabbing his forearm with his free talons, slamming his back paws to the ground and pushing forward with all of his might, causing Nightshades hooves to slip and skid. 

“WOW!” Nightshade called out as she struggled to stop the juggernaut, shuddering and smiling as she finally secured her base but still found herself being pushed back. “You are DAMN strong!” she said in twisted admiration as she found herself unable to completely stop him, his strength, height advantage, and leverage not allowing her own strength to fight back. “Guess I’ve got to boost myself at least a little for you!” she said with a sneer as the pink aura began to rise from around her body again. Her body tingled and her muscle flexed and bulged as the light swirled around her… and Matteo suddenly found himself no longer able to push her back, Nightshade stopping him with added strength just a yard shy of being pushed up against a cliff wall.

“Oh, that’s just not fair…” Matteo grumbled as he scrunched his brow and tried to push harder, but Nightshade didn’t budge any further.

“Matty!” Dash yelled as she, Storm, and Squall rushed forward to assist, but Nightshade’s eyes disappeared in a flash of light. Dash yelped as she was suddenly struck from behind and driven to the ground, she heard similar cries from Squall and Storm as she hit the ground. She rolled over and tried to get up, but a hoof slammed down against her. “OW!” she cried out, looking up to see a Nightshade clone pressing down against her back. She immediately tried to push herself up, but while the clone was nowhere near as strong as Nightshade, it was still strong enough to hold her down and force her to struggle for an advantage. Dash glanced left and right to see Squall and Storm both wrestling with clones as well. Dash refocused, trying as hard as she could to push back against the clone as her eyes went forward, fixing on Matteo and the real Nightshade, still locked in the power struggle.

“You sure are… a BIG boy, eh?” Nightshade taunted as she looked up into Matteo’s glare, which only hardened and was accompanied by a low growl as Nightshade continued to sneer and shiver as if she was enjoying it. “Ooooooo… I like that look you’re giving me! You know…” she paused for a moment as Matteo gave a sudden hard push, forcing her to tense up and match it. “I’ve never banged a griffon before,” she batted her eyelashes, causing Matteo to blink, and lift an eyebrow. “I hear your kind gets rough… even violent when you mate. That’s kinky as hell! Want to show me?” she asked while inching her head forward and biting her lip. Matteo scrunched his face and twitched.

“You DISGUST me!” he shot back without hesitation.

“I know,” Nightshade said coyly with a wink. Matteo’s eyes widened as she suddenly yanked him forward instead of pushing back, his forward force causing him to lurch forward as she pulled. She ripped one hoof free of Matteo’s arm and curled it up close to her, shifting her shoulder and ramming Matteo hard in the chest. 

“HRGH!” Matteo grunted loudly and exhaled, but quickly slammed his talons down to stop himself from falling forward.

“Ooooh, wow!” Nightshade giggled as she kept her shoulder against his chest. “Those massive muscles aren’t just for show are they? You are one solid birdie! That’s… SEXY!”

“RGH! DAMMIT!” Matteo tried to push himself back, but Nightshade latched onto him, running a hoof along his chest. 

“Hey, hey, hold on, I’m not done touching you…” she snickered as she pressed herself to him, Matteo struggling to pull back. 

“Matty!” Dash yelled as she finally pushed down hard enough to stagger the clone stepping on her. She stood up and threw her elbow into the chest of the clone to knock it back. “GET OFF OF HIM!” she demanded as she used her chance to rush towards them. 

“Hmm…” Nightshade glanced past Matteo and shrugged. “My offer stands!” she joked as she suddenly slammed her back hooves down and spread her wings, pumping them hard as she pushed off the ground.

“AUGH!” Matteo grunted as he felt himself lift up into the air, Nightshade pressing into his chest and forcing him off the ground. She drove him backwards, plowing him right into Dash, slamming into the clone following behind her as well. Squall and Storm looked up in horror as Matteo, Dash, and a Nightshade clone were all shooting towards them.

“GAH!”

“AH!” Squall and Storm both cried out as the flying trio were thrown on top of them, Matteo’s weight pressing down on top the other three members of Foxtrot and the three Nightshade clones.

“PILE ON!” Nightshade yelled out as she shot up into the air and let herself fall towards the pile, driving her elbow right into Matteo’s stomach and smashing him painfully down on top of the rest. Matteo cried out in pain, the other three doing the same as the pressure surged down over them. The three Nightshade clones were crushed completely, all shining brightly before exploding RIGHT in the faces of Squall, Storm, and Dash and burning Matteo’s back.

Nightshade bounced back and landed nearby as the smoke cleared and the four members of Foxtrot rolled off of each other, singed, cringing, and groaning in pain.

“Hmmm…” Nightshade hummed as she strolled up to them and licked her lips. “So…” she got right in the middle of all of them and laid herself flat on the ground, propping an elbow on the ground and resting her cheek on a hoof, twiddling her back hooves in a very girlish manner. “Which one of you wants to take it first? Trust me, there’s plenty of me to go around…” she eyed Matteo, Squall, and Storm. “Especially when I have so many new toys to play with!” she giggled as she reached out and placed a hoof on Squall, stopping him from rolling away from her. She forced her hoof down, causing him to yelp in pain and turn towards her. “You are quite the looker when you’re not trying to punch me in the face. You’re the one that Blade scarred, right?” she sneered and reached for Squall’s mask. “Let me see it!” she grabbed Squall’s mask, but right before she yanked on it, she felt a tug on her other arm. “Hm?”

She looked down to see Storm grasping her arm and pulling on it as he growled in between grunts of pain.

“My… my… we have an eager one here!” she chuckled as she released Squall and turned herself towards Storm. She looked down at how hard he was squeezing her arm with his hooves and shivered. “And a desperate one too… oh, I love those types...” She slowly stood up, Storm still clinging to her arm as she did. She reached her other arm down and grabbed him by the chest of his suit, ripping his hooves off her arm and yanking him up to eye level. Storm immediately reached his hooves up and grabbed her wrist from both sides. “Yessss…” she said as her grin grew wider. “Defy me till the bitter end…” she leaned forward, nearly pressing her face to his and looking into his goggles, staring into his eyes. “Such wonderfully defiant eyes to match! That look always gets me going… you’re only making me want you more!” she visibly shivered. “Let me see those eyes without these goggles in the way!” she tipped her head up and grabbed the nose strap of Storm’s goggles in her teeth, giving them a hard yank down.

“Gah!” Storm yelped in surprise, tipping his head away and slamming his eyes shut. 

“Ah, ah, ah…” Nightshade lightly shook him by the suit. “Don’t go soft on me now! Glare at me again! Glare at—!”

Nightshade suddenly stopped, her eyes widening as Storm turned his head back, and glared at her fiercely. Nightshade stared right into Storm’s eyes, her pupils visibly shrinking behind her goggles and her mouth remaining open. 

“Wh… what?” Nightshade blinked several times as she slowly began reclining her neck backwards as if… frightened?

“Rgh…” Dash grunted, rolling over and straining herself to find her hooves as she looked up and saw Nightshade holding Storm. He was hanging limply in her grip and glaring at her. But why had Nightshade stopped? She hadn’t just stopped, she was shaking… and it wasn’t the pleasurable shivers or jitters she so proudly expressed in her arousals. 

Storm kept pulling on her hoof to no avail, never removing her eyes from Nightshade’s, too entrenched in the moment and in his own survival to really notice Nightshade’s sudden drastic shift in demeanor.

A few squeaks escaped the back of Nightshade’s throat, failing to speak as she began lightly shaking her head.

“N… no…” she finally managed to get out before suddenly gripping Storm’s suit even tighter. “NO!” she yelled thrusting her arm forward while letting go. Storm gasped as he hit the ground hard and bounced once before landing on his side, facing away from her. Nightshade pushed herself back several steps, leaning backwards, lifting her arm up and crossing it over her chest, gripping her opposite shoulder as she shuddered. “It’s a trick! You’re not him! YOU’RE NOT HIM!” she yelled while putting her head down and reaching her hoof from her shoulder up to her head, pressing it against her forehead as the pink aura began shining around her. She looked up and snarled towards Storm as he rolled onto his stomach and cringed in pain. “NO! STOP IT!” she shook her head roughly before her eyes narrowed into a killer’s glare. “Forget you! I’ll KILL you!” she threatened in a crazed voice.

Dash had no idea what was going on, she hurt too much to form much of any complete thoughts, but one thing was crystal clear, Nightshade just threatened to kill Storm… and Nightshade never bluffed. Dash struggled, but try as she might she couldn’t get her body up, she and the rest of Foxtrot completely down for the count.

But before Nightshade could make any moves, one of her own clones suddenly came flying in, flailing helplessly through the air and blindsided Nightshade so hard that it knocked her right off of her hooves and sent her tumbling away from them.

Dash perked up and glanced to her left to see Fleetfoot shoot by overhead, followed close behind by every member of squad three. 

“RGH!” Nightshade punched her own clone, sending it flying off of her and into a nearby rock, causing it to explode. She forced herself right up, glaring angrily, but blinked and exhaled as Fleetfoot, Fire Streak, Lightning Streak, Misty Fly, and Surprise all dropped down from above, surrounding her from all sides in a ten yard radius. Nightshade simply scoffed as she glanced around at them, her confident smirk quickly returning.

Fleetfoot took a moment to glance back at squad Foxtrot all struggling in pain on the ground. 

“They… came back,” she said as she looked towards Fire. Fire also glanced over his shoulder, but didn’t do so for very long as he quickly refocused on Nightshade.

“And they provided a lot of satisfaction…” Nightshade spoke up as if the little episode with Storm never happened. “I admit, they distracted me. It looks like my clones weren’t quite up to handling you on their own…” She looked up into the air to see Air Mach, Blaze, and High Winds still fighting a few of her clones above. “But they still gave you quite a workout I see,” she added with a sneer.

“Your plan to keep us divided won’t work forever!” Fire shot back. “You may be strong, but I doubt even you can handle us all at once!”

“HA!” Nightshade threw her head back, releasing a single laugh. “Didn’t you already say that? I think how long it took you just to fight off my clones speaks for itself!” She waved a hoof towards Fire while turning her eyes away. “I can make more whenever I want, so why are you acting like you’ve suddenly got an advantage?”

“She’s got a point bro…” Lightning spoke up, but shut right up as Fire glared at him.

“We’re only getting started!” Fire claimed strongly, but flinched when Nightshade turned her eyes back to him and snickered.

“Please… I’m barely trying!” Nightshade pointed out while tipping her head a little. “I’m just enjoying myself… it’s been so long since I’ve had some combat fun. If I wanted to end this quickly I could! I mean…” she shrugged as the three crystals she didn’t absorb suddenly appeared beside her and hovered up, orbiting around her head. “Do you really want me to use these to their full potential? All I’ve done so far is supercharge myself and fight hoof to hoof…” she smiled as she saw several pairs of eyes widen. “I guess I could use them… if you really want me to…”

“Fire…” Fleetfoot spoke up in a hushed tone towards Fire Streak. “I don’t think you should poke the bear…”

“Fine! Use them!” Fire suddenly called out, startling the rest of them. “We’ve fought all of your commanders, the magic techniques are nothing new to us, and we’ve even been trained on how to counter them! I don’t care what other sorts of ‘tricks’ you claim you have, we’re more ready for it than you give us credit for!”

“How utterly adorable…” Nightshade said as she chuckled to herself steadily. “You amuse me, you really do… but you don’t convince me. You’ve got nothing but fake confidence, trying your hardest to look strong in front of your peers when in reality, you’re just as terrified of me as the rest!” she grinned confidently as Fire only gritted his teeth in response. “It doesn’t matter how much you try to bite back, I’ve had an advantage from the start... one that always works, whether I have the crystals or not!”

She looked around at the other four before looking back at Fire.

“Allow me to demonstrate my control over everything!” she said with a smile as her crystals began to glow.

“St…STEADY!” Fire yelled out to the rest as they all set their hooves firmly and kept their eyes locked on Nightshade, keeping tabs on the activity of the crystals floating around her. One of the crystals floated down to her hoof and she held it right beside her face, smiling as she saw all the Wonderbolts completely focused on her.

“See this?” She bobbed the crystal up and down as her aura began to glow brighter. “Keep your eyes on this now! Don’t look away or you’ll miss it!” she taunted as the Wonderbolts remained stiff. “Because it’s…” Nightshade trailed off, then stuck her tongue out and winked. “A DISTRACTION!”

Four Nightshade clones suddenly shot down from above, crashing into Fleetfoot, Misty Fly, Lightning Streak, and Surprise, pinning them all roughly to the ground as they all cried out painfully. Fire Streak was the only one left untouched. His jaw dropped and his eyes widened, gasping as he frantically looked back and forth at the surprise attack from above. His eyes darted back to Nightshade as she leaned forward and charged at him, but after the first step, she became a purple blur, shooting right past him and seemingly through him as she left a pink trail of light in her wake. Fire shielded himself as she shot at him, but when he looked up moments later, she was completely gone…

“WHAT IN THE—ARGH!” he yelled out as Nightshade suddenly leapt on his back from behind and pushed him down to the ground, roughly pinning him and pushing his head against the ground with a hoof.

“See?! This is TOO easy!” Nightshade laughed as she gave Fire Streak’s head an additional push to increase the pressure, Fire groaning painfully as his head ground against the rocky floor of the canyon. She held his head firm, but gently lay the rest of her body down against his back, making herself comfortable.

“FIRE!” Dash yelled as she finally managed to push herself up, but her eyes widened as pink sparkles began floating around her… and she felt completely locked in place. Her eyes darted to the right to see a single Nightshade clone standing beside her and her squad, holding them all in place with Moon’s telekinesis technique. She could only watch in horror as Nightshade leaned her head down towards Fire and brushed her nose against his ear. 

“You see…” she began speaking slowly and quietly to him. “You’re right about one thing… under normal circumstances, it would be rather difficult to take you all on by myself… even with all my abilities…” she sneered, blowing warm air from her nostrils onto Fire’s ears and making him shiver. “At least, that would be true if I was simple minded and didn’t think outside the box…” she giggled as she pressed her body a little harder against his back. “I think WAY outside the box.” She reached her head down and pressed her neck against his, pushing her cheek into his chin. “I control the moment, I get in ponies’ heads, I make them fear what I could do to them and it makes them crumble… if only you could all see just how much you shake while simply looking at me, it’s exhilarating!”

Nightshade suddenly paused, blinked, and glanced away from Fire… right at Misty Fly. Misty was the only one looking directly at the two of them instead of fully focusing on trying to remove the Nightshade clone. In fact, Misty was doing a better job at it than the other three while focusing on Fire and the real Nightshade instead. This made Nightshade grin VERY wide as she turned her attention back to Fire beneath her.

“And I can control ponies in more ways than one… Just watch…” she removed her neck from Fire’s, grabbed his mane, and yanked his head up.

“AH!” Fire yelped and squinted as he felt the yank on his scalp, but blinked and stared as Nightshade aimed his eyes towards Misty.

“See your precious, silent partner over there?” Nightshade said as she leaned in towards Fire’s ear. “I hear that you two are quite the happy lovebirds!” Her voice slithered into Fire’s ears, causing him to shudder and become alarmed as he began to realize what was happening. “Aw…” Nightshade cooed in a condescending manner. “She doesn’t look to happy with me right now! Holding her stallion down against his will…” she suddenly gave Fire’s mane another yank.

“AH! Ahhhhhh…!” Fire cried out, his face visibly wrought with pain. Nightshade shivered delightfully as she not only listened to Fire’s cries, but also as she watched Misty Fly react. Misty increased her efforts to remove herself from beneath the clone, her face scrunching into a hard glare that nearly displaced her goggles as she began wildly kicking and hitting the clone, but never looking at it. 

“Look at that fire in her eyes!” Nightshade pointed to Misty as Fire watched helplessly. “Look at how angry she is at me!” she described as Misty began to gain the upper-hoof on the clone, forcing it to try and press Misty down with its whole body. “She wants to kill me!” Nightshade continued while shivering, Fire feeling her vibrations upon him. “She wants to tear me to pieces!” Nightshade forced Fire’s head up slightly so she could look him in the eyes. “I can see it! Isn’t it something?!”

“N… no! Misty…!” Fire sputtered, but his words could not and would not reach Misty. He couldn’t warn her. He was powerless and she was losing control.

“And now…” Nightshade let Fire’s head fall back down. “I’m going to piss her off even more… I’m going to push her to the edge! Her anger will take control of her!”

Fire flinched and shuddered as Nightshade pressed herself down against his back hard. He gasped as she began rubbing her thighs against him, leaning down and licking him from the base of his neck, up over his suit and to his ears… all while keeping her gaze on Misty. Misty’s eyes filled with pure rage, her anger boiling over as she began to violently thrash against the clone holding her.

“Ahhh! St…STOP!” Fire demanded as Nightshade bit down hard on his ear and gave it a yank while humming and giggling to herself. 

“Hmmmmmhmhmhm…” Nightshade released his ear and inhaled sharply as she shifted her plot forward a little, rubbing her inner-thighs up Fire’s sides. “You know… it’s been a while since I’ve had a new stallion to play with…” Nightshade’s eyes lit up as she bit her entire lower lip and inhaled through her nose. “I could REALLY use this!” she lowered herself down, pressing her chest to Fire’s upper back, looking towards Misty. Misty finally overpowered the clone and managed to get on her hooves, but was still locked in place, grappling with it. Misty’s face was alight with anger, her mouth opening several times that would have likely been paired with growls and roars had she a voice. “Look at her!” Nightshade paused in between her quickening breaths. “She’s losing her mind! YES! This is amazing!” Nightshade shivered harder her hooves grabbing and squeezing Fire Streak all over. Misty started to turn the tables on the clone, thrashing and flailing like a rabid animal. “I’ve got you to satisfy me… while I make her go crazy!” Nightshade flinched and leaned down quickly, pressing herself down and pushing her hips back. Suddenly her eyes widened, her body freezing for a moment before it suddenly sharply flinched and jittered like crazy. “UUUUGGNNNNN!!!” Nightshade released a very loud moan. She reached down, grabbed Fire by the shoulders and released a growl of pleasure. “AH, FUCK IT!” She briefly stood up and forcibly turned Fire over, smashing his back to the ground.

“ARGH!” Fire cried out as his wings got pressed beneath him, his arms and legs up helplessly in the air as Nightshade’s hooves slammed against his chest. She reached down, grabbed Fire’s goggles and pulled at them, the strap snapping free from behind his head as she ripped them clean off and tossed them to the ground. His eyes widened as Nightshade stared at him with a primal, lustful look in her eyes.

“COME HERE!” she yelled as she dropped down on top of him, pressed her pelvis down against his, shoved her hooves over his shoulders, and pushed her head down, crashing her lips onto his. Fire immediately began release muffled wails of extreme discontent as Nightshade forced herself upon him unleashing her sexual desire.

Rainbow Dash watched in horror as Fire Streak received similar treatment she had earlier, only it was roughly ten times more intense and Fire was completely trapped, Nightshade constantly forcing his head back every time he tried to pull away, the rest of his body stuck beneath hers as she continuously rubbed it up and down his frame.

And then…

Misty Fly completely snapped.

Dash’s attention was suddenly drawn to the scene right beside Nightshade and Fire… as Misty grabbed the Nightshade clone in a crushing hold around the neck, picked it up, and wrestled it down, slamming it to the ground. The moment she had the clone down, Misty pushed it over onto its back, sat on top of it and began punching it in the face CONTINUOUSLY, her mouth open as if she was shouting with every punch. The clone couldn’t do anything to fight back, it’s face literally chipping breaking to pieces until bright lights hone forth out of it… and it exploded. Misty held her ground, letting the explosion rush past her. She turned to face Nightshade on top of Fire as the pink smoke from the deceased clone dissipated. 

“AAAAAAAAAAAaaaaahhhhhhhhhhhhhhh!!!!!” Nightshade released her mouth from Fire, but kept her head close as she shuddered, uttering a moan and sigh of satisfaction as Fire gasped and panted for air. Nightshade licked her lips ravenously and slightly turned her head towards Misty as a trail of saliva hung between her mouth and Fire’s.

Misty immediately charged, galloping with the most ferocious look one could possibly imagine covering her face.

“YESSSS! COME JOIN THE FUN!” Nightshade beckoned as she continued to lick her lips.





Misty leapt at Nightshade spreading her wings and giving them a hard flap to propel herself faster. Nightshade kept one hoof on Fire as she reached up, pulled back, and threw a punch meant to meet Misty right between the eyes the moment she reached her. However, Nightshade’s eyes widened slightly when Misty swung her left arm around, striking Nightshade’s incoming hoof, and knocking it aside as she wound up her right. Misty unloaded, putting every ounce of strength, force, and momentum into it as she punched Nightshade right between the eyes. Nightshade was tipped backwards by the force, her other hoof lifting off of Fire’s chest. She gave out no cry or grunt of pain, but the punch was so fierce, that had she been wearing her goggles, they definitely would have shattered to pieces. 

Misty didn’t stop; she continued throwing the strongest punches she could muster, striking Nightshade in the face, neck, and chest. Nightshade tipped further and further back, her thighs finally sliding off of Fire’s body. Misty was clearly on a warpath with one objective in mind. To get Nightshade the hell off her stallion while beating the crap out of her. Unfortunately, since Misty couldn’t hear, she couldn’t tell that Nightshade was not voicing any pain… and by the time she noticed Nightshade’s smile, it was too late.

Misty flinched as Nightshade’s right arm suddenly swung around, caught her behind the neck, and drove her to the ground, slamming her down right beside Fire. Misty exhaled loudly as her back crashed to the hard surface, her head landing right in Fire’s view, his eyes widening in horror as he saw Misty’s expression of pain.

“Oh, you picked the BEST time to jump at me!” Nightshade said as she slammed her hooves down over both of their chests and sneered down at them. Misty couldn’t hear her, but as she and Fire looked up and saw Nightshade shuddering, her chest greatly expanding and receding with every sharp breath and her tongue lightly showing between her teeth. Misty could clearly tell what was likely going through Nightshades mind just by looking at her. Fire immediately doubled his struggling efforts, hoping to avoid more sexual violation, but Nightshade was just too strong. “Now that I’m all turned on, I think I’ll go for twice the relief!” she snickered as her teeth parted and her tongue hung loose over her bottom lip.

“Hey… hey… hey…”

Nightshade blinked and lifted an eyebrow, closing her mouth as she looked up and her ears rotated in and out.

“Hey, hey, hey, hey, hey, hey…!”

“The hell is…?” Nightshade looked up and her eyes widened.

“HEY! HEY! HEY! HEY!” Air Mach shot in like a bat out of hell, tucking and rolling in midair before driving both of his back hooves forward and right into Nightshade’s side.

“AGH!” Nightshade grunted as Air Mach’s hooves dug into her ribs with so much force that she was knocked right off of Fire and Misty and sent tumbling to the ground. She immediately stood up and glared leaping back as Air Mach tried to slam down over the top of her. Whether it was his intention or not, Air Mach managed to get Nightshade at least twenty yards away from where the rest were struggling. 

“YO!” Air Mach skidded to a halt five yards from her, tipping up on his back hooves and striking a dramatic pose while pointing at Nightshade. “You’ve got a lot balls rubbing yourself all over my friends!” he proclaimed heroically. Nightshade furrowed her brow and tipped her head as her jaw hung slightly agape.

“Balls? I’m a mare you—”

“WELL KEEP YER FILTHY BALLS OFFA THEM!” Air Mach cut her off. “I, the great Animak, oughtta rip ‘em right off ya for being so indecent! Your methods are no way to treat a stallion, mare, or stallion! I think I should teach you some manners the bare hoofed-way!”

Nightshade just stared blankly as Air Mach began striking several poses, a few of them looking as if they required an accessory for their full effect like a sword or long cape, but he did them anyway. At one point Air Mach looked back over his shoulder and flinched.

“WHOA WAIT A SEC! I FORGOT TO PUT ON MY CAPE BEFORE WE LEFT!” he exclaimed, turning his back to Nightshade. “SHAME! SHAAAAAAAME!” he yelled while throwing his hooves up into the air and shaking them.

“What in the hell am I…?” Nightshade slowly shook her head. “Did Sin and Ruin have a lovechild when I wasn’t looking?” she said to herself as she growled. “Hey DUMBASS!” she yelled.

“Whoa there!” Air Mach turned around and wagged a hoof at her. “That’s no way to address a worthy opponent! Something more along the lines of—”

“God, SHUT UP!” Nightshade snorted as she lifted an eyebrow. “You were shaking in your suit with the rest moments ago and now you’re grandstanding? Are you in denial or just plain stupid?”

“You had me going for a little while!” Air Mach shifted his hooves back and forth galloping in place while bouncing. “But when it came down to it, I realized the great Animak… that’s me if you’re not paying attention… doesn’t have time to be creeped out! So I hardened up like a true stallion and introduced your torso to my hooves!”

“Just plain stupid…” Nightshade rolled her eyes and grunted. “Fine, you want it so bad? I’ll lay it on you NICE and thick!”

“Sorry, I don’t want your balls!” Air Mach held a hoof to his nose while shaking his head. Nightshade flinched, growled, and leapt into the air, shooting towards Air Mach.

“DAMMIT! I’M A MARE!”





Rainbow Dash tried to move and get a better view of the fight that ensued, but she was kept held firmly in place by the Nightshade clone using Moon’s magic. She didn’t really need to see it though, because if the ensuing grunts were any indication, Nightshade was already beating Air Mach senseless.

“HGGRRR!!!” Dash growled as she made another effort to move. “COME ON!” she yelled as her arms managed to shift a little but her body was held firmly. Dash glanced at the Nightshade clone, wincing as she looked into the goggles. It wore an ice cold, blank stare, standing so still that it almost seemed like a lifeless statue, but it looked back at her with indifference as it continued to hold her and the rest of Foxtrot down, a soft glow seeping from behind the goggles as the telekinetic sparks hovered around them all. Dash shifted her eyes over to see Misty Fly clinging to Fire, the two of them trying to help each other stand with difficulty as Lightning Streak, Surprise, and Fleetfoot continued to try and shake off the clone Nightshade had dropped on them.

“HRRRRRAAAAAAH!” Blaze’s voice suddenly roared through the air as she and High Winds dove down from above. Blaze tackled the clone on top of Lightning Streak, knocking it off of him and driving it’s face into the ground. High Winds pulled up and used her wings to generate a short, strong burst of wind that rushed towards Fleetfoot and smacked into the clone pinning her down. The clone staggered just enough for Fleetfoot to kick her back hooves up and propel the clone off of her.

Lightning got to his hooves the moment he was free, diving over and wrestling the clone pinning Surprise off of her, Surprise popping right up and jumping to help High Winds pursue the clone she knocked off of Fleetfoot.

Dash blinked and smiled as Fleetfoot turned her attention towards the clone holding Foxtrot.

“Hey! Let go of our kiddies!” Fleetfoot yelled, despite being within the average age range of Squad Foxtrot herself. 

She hopped up and beat her wings, picking up lots of speed as she shot towards the clone. The clone looked up from Dash, directing its emotionless eyes towards the incoming lead commander. It reached a hoof out slowly, ribbons of the pink magic energy undulating around it and flashing brightly. Each flash generated a collection of sparks near Fleetfoot, but having seen Moon’s magic more than once, Fleetfoot made quick shifts and maneuvers, timing each one perfectly to avoid being caught in the telekinesis. Each move she made was small enough to allow her speed to continuously build and when she reached the clone, it immediately put up its hooves in front of its forehead to block the weak point. 

Fleetfoot, however, had other plans, forcing her wings down to propel herself up and over the top of the clone. The clone looked up, but lost sight of Fleetfoot as she angled her wings and made a hard, sharp turn, stopping after only moving ten yards past, shifting almost all of her momentum and shooting towards the back of the clone. The clone turned, but Fleetfoot was already winding up her hoof, striking it in the forehead with a heavy punch the moment it faced her. The clone only stumbled back a little, but the damage had been done. Pink light fire out of its eyes and it shook until it’s whole body broke down and exploded in a burst of magic.

“Ah!” Rainbow Dash gasped as the telekinetic hold immediately released. She stumbled forward, but Fleetfoot dropped to the ground and helped support her. “Thanks…” Dash said with a cringe as several parts of her body hurt upon moving. Her wings, back, shoulder, chest and her right arm all stung from the abuse she had been given.

“Don’t mention it,” Fleetfoot quickly replied while looking back to see Squall, Matteo, and Storm all slowly rising, Storm shaking his mane out and replacing his goggles on his face. Dash stared at Storm for a moment, wondering why Nightshade had such an odd reaction when looking Storm right in the eyes. Did it have something to do with being Descent’s son? They had practically identical eyes after all.

Dash quickly pushed the thought to the back of her mind for later as three more explosions rang out right nearby. Lightning, Surprise, Blaze, and High Winds had just dispatched Nightshade’s clones as well. True to their prowess as elites, it seemed to Dash that the top elites were already adjusting to the increased power and ability of Nightshade’s clones, finding ways through their tougher defenses. They were still much tougher to deal with, but the Wonderbolts key function WAS to handle the unexpected and unknown after all.

Now if only it were that easy to say about the real Nightshade.

“Easy bro!” Lighting called out as Fire and Misty got to their hooves but both wobbled as Misty continued to cling to him. Surprise reached forward and held Lightning back, shaking her head as he looked back at her. Lighting got the message, letting the two do it themselves. The only one who really needed help standing was Fire after the violent and vulgar punishment he had gotten, Misty was already supporting him.

“OOF!” a loud grunt from Air Mach suddenly sounded out. They all looked up over the top of a small cliff near them to see Air Mach fly up into the air, but not by his own means. He was flailing like a ragdoll as he arced and fell back down. 

Fire blinked and gritted his teeth for a moment before looking down at Misty clinging to him. She wore a look of absolute worry for reasons that were obvious. Fire closed his eyes taking a few deep breaths before giving her a soft pat on the head and nodding. She gave a weak smile in response before the two of them looked up towards where the fighting was taking place.

“Everypony listen up!” he called out, getting all of their attention and taking advantage of the moment with Nightshade distracted by Air Mach. “She has had a clear strategy from the start! To play on our anxiety, distract us, and keep us separated with her clones! We have to go at her all at once! I don’t know if she’s bluffing or not about the magic, but if she isn’t then we have to hit her fast and hard and never give her a chance to go all out!”

“That’s not a very reassuring or solid plan…” Fleetfoot commented as they all gathered in quickly. 

“I don’t think anything is gonna be reassuring here…” Surprise added while shuddering and shaking her mane out. Fire nodded reluctantly.

“Unfortunately, it’s all we’ve got!” Fire pointed. “Come on! Air Mach isn’t going to last by himself! Take it to her!” He yelled, none of the Wonderbolts were about to argue with him on that. “GO! GO! GO!”

Without another moment of hesitation, Fire took off, Misty following behind, having ‘heard’ it all from Lightning Streak translating for her. Lightning and Surprise stayed with them as the rest filed in, Fleetfoot leading off with Blaze and High Winds flanking her. 

“You heard the captain!” Dash yelled back as Storm, Matteo, and Squall all forced themselves up to her. They all seemed pretty beat up just like her, but now wasn’t the time to cry and lick wounds. “LET’S GO!” Dash yelled, grunting and cringing as she opened her wings and forced her legs into a gallop. She heard two other sets of hooves thunder behind her, assuming Matteo was doing the same since his talons and paws were quiet no matter how hard me stepped.

Dash flapped her wings, taking to the air and following right behind the rest of the group as they vaulted over the small cliff side and shot towards Nightshade, who was currently holding Air Mach up by the neck and repeatedly punching him in the gut.

“I SWEAR…” She punched him. “If you make any reference to me having a sack…” She punched him again. “ONE MORE TIME I’LL—” She blinked and stopped, looking to her right to see the rest of the Wonderbolts all grouped together and diving at her.

“Fleetfoot! Blaze! High Winds! Ready up! If she generates clones, break off and take them out before they can form!” he blinked, watching as Nightshade’s body began to glow and bright lights began shining around her. “AS IN NOW! GO!” he ordered.

The three mares rose up and broke off as squad three clumped together and rammed into Nightshade with all of their strength and power combined. Nightshade grunted and was forced to turn and focus her strength, her grip on Air Mach loosening.

“Foxtrot! Grab Commander Air Mach!” Dash yelled. She shot forward dipping down as Blaze and High Winds collided headlong into a pair of clones right as they appeared. The clones exploded in a bright Flash, Dash squinting to keep her eyes on Air Mach as he fell from Nightshades grip.

“OOF!” Dash yelped as she caught Air Mach, but his weight pushed them to the ground. “OW! GAH!” Dash grunted as they bounced, but was suddenly stopped by a pair of large arms and talons. 

“Got you!” Matteo yelled as she turned them upright and set them down. Dash quickly set down Air Mach and looked him over.

“Ooooog…” Air Mach groaned and coughed as he grabbed his stomach. “It hurts almost as bad as passing the cafeteria quiche…”

Dash furrowed her brow and scrunched her face.

“Thanks for that image…” she shuddered, shaking her head free of the thought as she refocused on Nightshade. Squad Three had split up and they were doing flybys. With the direction of Fire Streak, they only charged when Nightshade was not focused on a particular one of them, the four keeping equal distance from her from four different directions so that there was always at least one completely out of sight. If she charged one of them, the other three converged on a sneak attack. She tried to generate more clones, but every time she did, Blaze, High Winds, and Fleetfoot would take them out before they could fully form and activate. In between the attempts, Fleetfoot used her speed to carry out passing strikes that threw Nightshade off balance making it harder for her to deal with the coordinated attack from squad three.

Dash dropped Air Mach on the ground with a THUD and made quick hoof motions to her squad.

“Let’s join up!” she yelled, pointing to squad three while spreading her wings. “Pair up with a member of squad three to double the dose! GO!”

Dash said no more as she and her squad took flight, spreading out and forming up beside the squad three elites. Matteo paired up with Lightning streak, Storm with Misty, Squall with Surprise, and Dash with Fire. Fire only gave her a quick glance as Dash flew in beside him before he continued to give out orders and hoof gestures. Dash and her squad followed suit.

“HRG!” Nightshade growled as she kept getting batted around. The Wonderbolts were not doing much in terms of damage to her, but they had effectively cut off her lines of attack and rendered her clones useless. It was annoying her, and that was exactly what Dash was hoping.

Nightshade could dish it… but what would happen if she took it?

Well, maybe it would be best not to think about that, because Nightshade was capable of… LOTS. As long as they kept it up and prevented her from retaliating, then they would have called her bluff and would make her regret showcasing her overconfidence, coming out to face them all on her own. Even with all her power, with all of them working together there was no way she could—

Dash’s eyes widened as Nightshades three crystals once again appeared around her and her body began to glow as she slammed her hooves to the ground and crouched down, pulling in her wings. 

Call it an instinct… but the moment Dash saw Nightshade begin the motion, alarm bells went off in her head.

“EVERYPONY WATCH OUT!” she yelled, but it was one moment too late.

“HYYYYYYYYYYRRRRRAAAAAAAAAAAAHHHH!!!!!!” Nightshade roared as she stood up, arched her neck back and flung her wings outward, a large pulse of magic shooting out from around her body. Every Wonderbolt was caught off guard, struck by the unexpectedly solid wave and thrown right out of their flight paths, all bouncing tumbling to the ground in different directions.

It wasn’t so much of a devastating counter attack as it was a startling one, every Wonderbolt immediately rolling over and standing up once they had control of their movement again. They stepped back up, surrounding Nightshade to once again tout their numbers advantage. Even Air Mach managed to drag himself up and join them.

However, Nightshade just stood in the middle with the crystals floating about her, panting as she shook her head out. Dash swallowed as they waited. She was surprised and not surprised that they had stopped pressing the attack. Surprised because they just had Nightshade on the ropes moments ago, but not surprised because the crystals had appeared, and Nightshade had used them, adding an unknown factor to what might happen next. Dash had also been wondering something for several moments.

In the past, when Nightshade absorbed crystals, and even when Rapidfire absorbed a crystal, after a while there was an explosion from within them. Rapidfire’s was not so intense due to only absorbing one… but what happened to Nightshade was so catastrophic that they simply assumed she was blown to smithereens. Why then… did she absorb three crystals again? Unless of course… she figured something out. She already was showing complete and full control over herself as opposed to having none last time. This just kept getting more and more complicated and the more Dash felt confused, the less confident she became in them pulling through. That wasn’t going to stop her from fighting though. Nightshade’s abilities were immeasurable, who knew what else she was capable of, but she made her choice. She wasn’t going to stand down or give up.

“Okay… not bad,” Nightshade finally spoke up with a grunt. “I admit, I didn’t think I’d have to do any more than boost myself and beat you all senseless, but now that you’re working together I guess I have no choice…”

“Aw… hell…” Fleetfoot said to herself as Dash gulped and glanced at her for a second. She looked back to see Nightshade’s crystals glowing brightly and her aura rising up off of her like a roaring flame. 

“Oh, who am I kidding… this is going to be fun!” Nightshade added with a chuckle. “I don’t get to do this very often… so I’m going to make sure I THOROUGHLY enjoy it!” The aura expanded further releasing a burst of wind that rushed against the Wonderbolts as her crystals began orbiting around her. One of them called forth Trance’s synchronized spheres, another summoned Devil’s globes from the ground beneath her, the last created little blips of pink light that slowly thinned out into Witch’s needles. “Come and GET it!” Nightshade laughed as she spread her wings and shot up into the air, a blast of magic exploding beneath her as she jumped that propelled her faster.

“GO!” Fire yelled. “BEFORE SHE CAN GET AN ADVANTAGE!”

Rainbow Dash had her doubts, but she agreed. They had to take the fight to Nightshade. She crouched down and launched up with the rest, fighting against the pressure of the power pouring out of Nightshade as she and the rest of the Wonderbolts tried to take the fight to her again…  

But they were flying right into a gauntlet of pain.

“WHO WANTS SOME FIRST?!” Nightshade grinned maniacally as pink ribbons of magical energy began sparking and popping around her body as well. “Let’s go with…” she suddenly threw her arms out, sending the globes, spheres, and needle pins all flying towards them. The Wonderbolts managed to knock aside some of the spheres, but could only dodge the globes and willingly take the tiny pin blasts. But as they did, Nightshade suddenly dropped down, the crystal energy shooting into her arms, and empowering them with Sin’s magic. “YOU!” she yelled as she dropped down and floored Lightning Streak right in the face, smashing his goggles and knocking them off as he cried out in pain and was sent shooting back towards the ground. 

Dash gasped, her eyes widening as she saw Lightning Streak tumble helplessly, knocked right out of the sky in a single blow.

“BROTHER!” Fire yelled down, bring Dash’s attention back up. 

“AH!” Dash flinched as Nightshade shot right past her, brandishing two swords like Blade’s. 

“NEXT!” Nightshade laughed, taking aim at High Winds.

“HRGH!” High Winds thrusted her wings forward to unleash a strong burst of wind, but it bounced right off Nightshade as she charged in. “AH!” High Winds was forced to shield herself as Nightshade swung the blades, but they never connected. She blinked and looked up, her eyes widening as she saw five of Devil’s large globes surrounding her. 

“WINDY!” Blaze yelled as she shot towards her tried to tackle her out of the way, but the maneuver only got them BOTH caught in the ensuing violent explosions that sent them plummeting to the ground.

“GO! GET HER!” Fire yelled as the rest of the top elites advanced in a group attack. Dash saw them flying, gulped, and waved at her Squad to follow suit. But before they could even make it halfway, Nightshade shot forward in between the elites, grabbing Surprise by the neck as she passed. She threw her straight down and sent a volley of Trance’s Spheres after her. Surprise was unable to focus or right herself in time, all ten of the spheres hitting her and exploding one by one, the last striking her after she crashed to the ground.

The elites turned around, Foxtrot still on the approach, and tried to spread out and encircle Nightshade.

“Nice try!” she yelled out, laughing as Ruin’s erratic spheres suddenly began launching out from around her body, flinging in wild, random directions and pelting the elites. They tried to fight through them, but the unpredictable nature of the spheres kept them distracted. Air Mach in particular was struggling, still fighting off the pain he had been dealt as he failed to dodge and weave enough. 

“Ah!” he gasped as Nightshade suddenly zipped up to him with a large collection of magic in her hooves, pressing them to his chest.

“Bye!” she taunted as she fired Shadow’s burst wave, propelling Air Mach into a nearby cliff side and pinning him against it with the flow of magic. When it finally ceased, Air Mach peeled off the cliff and fell limply to the ground. 

“STOP IT!” Dash yelled as she and Foxtrot surged towards her, the elites finally managing to bat away the spheres buzzing around them and joining in the surge. Nightshade sneered as she pushed her wings down and lifted herself further into the air.

“Okay! I was getting tired of using the same old magic anyway! How about I show you some of my own?!” she yelled out as her crystals began rotating around her again. Dash’s eyes widened as Nightshade made the suggestion, hoping that she wasn’t about to make good on what she said earlier about having several magic techniques they had never seen…

But who was she kidding… NIGHTSHADE NEVER BLUFFED.

Nightshade thrust her hooves downward as the remaining Wonderbolts kept climbing towards her, they all flinched, expecting something to happen, but… nothing did, or at least not in front of them.

“AROUND US!” Fleetfoot suddenly called out. 

Dash quickly looked back and forth, small blinking lights appearing around them, the lights grew into small spheres, but they were not like Ruin’s or Trance’s. When the spheres fully materialized they started zipping around, moving in quick, straight lines from one spot to another around them, shooting small beams similar to the Shadowbolt eyebeams!

“Argh!” Dash grunted as she and the rest suddenly found themselves breaking formation and shifting their flight patterns to dodge the little turrets, but as they broke apart, the spheres of light suddenly multiplied, at least five of them following each one of them! “Dammit!” Dash yelled as she tried to pick up speed and take a swipe at one of the sphere’s, but every inch she moved, the spheres moved too, staying just out of her reach, it was as if they were tethered to her at a fixed distance, all five spheres creating a web of simple magic blasts that never ended. All she and the others could do was keep flying, either deflecting or moving away from the small beams that constantly battered them.

“Hey! Don’t get too caught up!” Nightshade yelled as she suddenly zipped by Dash so quickly that she appeared as a blur with a pink trail of light. She was moving at a seemingly impossible pace, the pink trail behind her looked like an ‘echo effect,’ a stretched out shape of her body. She was sharply changing direction at perfect angles without losing any momentum. It almost reminded Dash of Comet’s flying technique that accelerated him in midair, but not even the skilled, former Wonderbolt could have executed such maneuvers like this. “HA! HO! HUP! HA!” Nightshade called out every time she shifted, being propelled along by her magic and taunting the Wonderbolts as they struggled with her turrets. She shifted and shot towards Storm and Squall as the two managed to stick together despite facing attacks from all angles.

“GUYS! WATCH OUT!” Dash yelled, but Nightshade had already slipped between the two before Dash even finished her warning.

“Here boys!” she said with a deceptively cute tone while holding up her front hooves, a bright ball of light the size of a basketball rising up from them and hovering in between the two. “MY TREAT!” she winked and blew them both a kiss before she instantly shot away again. 

“AAHH!!” Squall and Storm both yelped, shielding themselves as the ball ignited, but instead of causing an explosion is shot several small beams out in every direction, the beams traveled about one yard before splitting into eight more beams, all of which split into eight more beams. The pattern continued until countless small beams of magic danced around them, pelting and striking them endlessly along with the turrets continuing their assault.

“GAH! RGH!”

“OW! AH!”

Squall and Storm were bounced back and forth, forcefully tipped and buckled as they were pelted by the attacks. Squall took a hit right to the face, knocking him into Storm. The two losing all control upon colliding and fell, the turrets following them and shooting at their helpless falling bodies all the way to the ground before they crashed… and KEPT shooting at them while they were down for several more seconds.

“NO!” Dash yelled as she was struck in the cheek by one of the turrets and forced to refocus on not meeting the same fate. But then she blinked and quickly shifted aside as Misty Fly suddenly blazed past her. The turrets following her were shooting at air, constantly aiming where Misty Fly was at the moment and not leading her. Misty had the right idea, and was using her speed to outrun the blasts while giving it her all towards reaching Nightshade.

Misty’s eyes remained narrowed behind her goggles, her pupils darting back and forth as she followed Nightshade’s sharp, supersonic movements. Nightshade saw her coming, smiled and began approaching her. She shifted to and fro in every direction, disappearing into blurs every which way and making it hard for Misty to get a lock on her. The pink silhouette trails flashing behind Nightshade were easier to follow than Nightshade herself, but it put Nightshade’s true location on a head start. Misty gritted her teeth, realizing that if she used the trail as an indication, she’d have to react an instant earlier than what she saw…

So… forget her eyes, she took a risk and slammed them shut, using her heightened awareness senses to try and get a better feel for Nightshade’s movements as she closed in. It was a dangerous move, since she was forced to keep up her speed to avoid the turrets, but she knew with her ears useless and when her eyes failed… she could rely on her sense of touch. She puffed the feathers on her wings out, causing her to lose a little bit of speed, but she had to in order to feel air movements. Her senses were a little muffled with the wind rushing past them at her current rate, but she could still feel it, very scant, sharp shifts caused by Nightshade’s movement ahead of her.

She gritted her teeth and focused as hard as she could to find any sort of pattern or evidence of Nightshade’s flight path…

All it took was one thing to feel off… directly behind her! 

Misty Fly opened her eyes, angled her wings and gave them a hard flap, turning her around as she continued to speed forward and punch at Nightshade behind her. Nightshade took the hit right in the face and was launched backwards, but gave no reaction at all… only to disappear in a flash of light. Misty’s eyes widened as she realized it was only a clone, she turned and pumped her wings to avoid being caught in the crossfire of the turrets tethered to her, but she ran right into the arms of Nightshade.

Nightshade sneered, turning Misty around and holding her in place as the turrets began peppering her with their beams. She arched her neck back and forth, throwing it back a few times to try and headbutt Nightshade, but Nightshade simply moved her head aside with each attempt. Misty’s mouth hung up in pain as her eyes remained shut.

“MISTY! ARGH!” Fire yelled out as he flew by Dash, but was knocked off course by the turrets surrounding him. “MISTY!!!!!!!" He yelled again as he failed to pick up enough speed to fly to avoid the small blasts. Dash was caught just as he was, unable to find an opening to assist.

Misty cringed and winced as she kept being peppered, but then the blasts suddenly stopped, the turrets around her disappearing. She opened her eyes as she felt Nightshade turn her back around, panting, wheezing, and squinting as she stared into Nightshade’s sneer. Misty looked down as Nightshade suddenly gently pressed a hoof to her chest. Her eyes grew wide and she flinched as Nightshade’s hoof emitted a bright flash and it felt like something was pushed through her. Misty looked all over her body to see a pink glow surrounding her… then she suddenly couldn’t move at all.

Nightshade licked her lips as she shifted back and let go, Misty floating in the air as if the magic was holding her up. Nightshade smiled… and waved at Misty before thrusting her hoof forward. Misty gasped as she was suddenly propelled away from Nightshade up into the air, her eyes darting around frantically as the glow around her grew brighter and brighter… and began to burn. When the glow became intense, she shut her eyes, exhaling loudly as the burning sensation became unbearable…

“NOOOO!!!!” Fire yelled as he brushed off several of the blasts and tried to reach Misty, but no matter what he tried, he couldn’t get free.

Fire and Dash watched in horror as Misty was engulfed in a massive explosion of pink light.

“MISTY!!!!!!!!!!!!!!” Fire cried out in horror as he saw something fall from the smoke left behind.

Misty plummeted to the ground limply, a trail of smoke behind her.

Fire was forced to watch, restricted by the endless peppering of magic, as Misty landed roughly near the others who had been felled.

“Four more to go! Don’t let me finish too fast! I really hate when my playthings are premature, if you know what I mean…” Nightshade taunted without a care in the world, laughing as she continued to completely elude them with her strange movement magic and keep them all at bay with the spherical turrets.

Dash kept up her speed, feeling helpless as she was forced to completely focus on the spheres following her. She was unable to help a veteran Wonderbolt that she cared so much about and watch another lose his mind. Fire was yelling and roaring towards Nightshade, trying to get to her as he was pelted. Nightshade turned her attention towards him, toying with him by adding small, piddly attacks of her own as Fire struggled to even get close to her. It was like watching a large pony hold a small one at bay at arm’s length while the smaller swung its arms wildly.

“Dash!” Fleetfoot yelled from above as she formed up beside her, the two both doing their best to stay ahead of the turrets. “We have to shake these!” she yelled out in an obvious fashion, but Dash could tell she was looking for any suggestions.

Fire was completely emotionally compromised. There was no way they could calm him down and getting near him wasn’t going to help their situation, but Dash looked to her right to see the only other Wonderbolt still up. Matteo. 

He was flying nearby, going in the opposite direction of them. The gears in Dash’s head turned quickly as she realized there was something they hadn’t tried yet… and if it worked, she had damn wished she had thought of it before only four of them were left.

“I’ve got an idea!” Dash yelled to Fleetfoot as she suddenly broke off and flew towards Matteo.

“Hey!” Fleetfoot reacted, pitching and following. “How about you tell me before leaving!?” she asked, but as she followed, she noticed that Dash was flying on an intercept course towards Matteo. So instead of demanding further, she watched carefully. Matteo blinked and turned his head as he saw Dash incoming, but she quickly shook her hooves towards him.

“MATTY! KEEP FLYING!” she yelled. Matteo simply nodded in response and continued on his course as Dash approached and aimed herself towards two of the turrets tethered to him. She angled herself to make sure she timed her attacks, giving herself a slight lead on Matteo’s path. She crossed her front hooves in front her, and the moment she passed over Matteo, she swiped her arms out flicking her wrists as her hooves connected with two of the turrets on Matteo. The two spheres flashed and sparked, flying away from Matteo before popping and fizzling out. “It worked!” Dash yelled as she came around. “Did you see that Flee—” she was cut off as Fleetfoot shot over the top of her, breaking two of the turrets over Dash.

“Way ahead of ya!” she yelled, making a sharp turn and flying back towards Dash. “Quick thinking Dashie!” she yelled as the two crossed paths again. Dash twisted, the two passing stomach to stomach as they took out two more each following them, coordinating on the fly like a show routine. The two of them turned and looked around for Matteo, he had caught on and was already turning back towards them. “Let’s help the big fella!” Fleetfoot yelled to Dash.

“Roger!” Dash acknowledged, following close behind Fleetfoot, the two still being followed by one turret each. They split apart, lining up vertically with five yards in between them, the turrets still shooting beams, but not able to keep up with their increased speed. Matteo, as he approached, still had two turrets above him and one below. He kept on pace, and flattened his wings to glide as Fleetfoot and Dash passed by above and below, taking out the three turrets following him. The moment he had cleared them, Matteo grunted and forced his body into a twist, reaching his arms out with his talons bared. He closed his talons hard, crushing the last spheres. 

“Yes!” Dash cheered enthusiastically, happy that something finally went right, but it was short lived, knowing full well that they still had a major problem to deal with.

“Form up!” Dash yelled out, calling out to Fleetfoot and Matteo as they came around and did just that. Fleetfoot gave no protest to Dash taking the lead as they aimed towards Fire Streak…

“Ooooooh shoot!” Fleetfoot shouted as they finally refocused on Nightshade. She had Fire in a full nelson, holding him from behind in the air as he kicked and flailed his arms and legs, his wings flapping desperately as the turret spheres sat in front of them and pelted him all over his body. Nightshade was also glowing brightly, steam rising from between them as if the glow was generating heat and burning Fire’s back.

“AHHHH!!!! AAAAGHAHHH!!!” Fire wailed in pain as he was basically tortured. 

“Feeling a little… hot?” she taunted, as she tightened her grip on him and licked the back of his neck, steam trails rising from his fur where her tongue touched as well. “If I had it my way,” Nightshade spoke casually in between his shouting and screaming. “I’d put you back on the ground and get a good ride, but hey… I guess I don’t always have time to get a lay.”

“LET HIM GO!” Dash yelled as the three approached, Fleetfoot and Matteo breaking off slightly to hit the turrets as Dash aimed right for Nightshade. Nightshade sighed as she remained in place.

“See? Without privacy I’m always getting interrupted, fine…” she smiled as she turned towards the incoming attackers. “I guess I can play with you three too!” she said with a giggle as she shifted backwards. Matteo and Fleetfoot shot by her, Matteo crushing two of the spheres with Fleetfoot skillfully twisting to knock out the other three with her hooves and wings. Nightshade blinked as she saw Dash aiming right at her, but sneered, suddenly turning Fire in front of her. 

“Ah!” Dash’s reflexes kicked in, pumping her wings down to propel her right over the top and avoid striking Fire. Dash twisted, retaking control of her flight and making a sharp turn to form up with Fleetfoot and Matteo as they came around, all glaring towards Nightshade,

“Oh… you want him back?” Nightshade yelled towards them while holding Fire out. “Okay… HERE!” she spun around and tossed Fire towards them.

“Catch him!” Fleetfoot called out as they took their eyes off Nightshade and locked onto Fire, as he helplessly flung towards them. What none of them saw though… was Nightshade collecting a large amount of magic in her right hoof. She thrust it straight up into the air above her, the magic shooting into the sky, and disappearing. 

Dash and Fleetfoot moved aside to let Matteo through and get in position to catch Fire…

But the moment Matteo reached out, a massive pillar of magic energy thrust down over head completely engulfing Matteo and Fire as if a massive hammer had just fallen out of the sky.

“AAAAAAAGGHHHHH!!!!” Matteo and Fire both cried out, the two of them instantly thrust down at an alarming speed and crashing to the ground hard.

Dash and Fleetfoot came to an abrupt halt, their eyes widening and their jaws agape as the sudden attack left them as the only two Wonderbolts left in the air.

“Oops! Did I do that…?” Nightshade asked with a devilish tone and matching sneer.

Dash and Fleetfoot both glanced at each other, the two remaining strong at first glance, but internally accepting that they were in trouble… It would be foolish not to acknowledge it.

There were twelve of them. Twelve Wonderbolts, eight of them top tier elites. Not only had Nightshade single hoofedly whittled their numbers all the way down to two… but she spent the first half of the fight not even trying.

“Hmmm…” Nightshade hummed as she slowly inched towards Dash and Fleetfoot. The two tensed up, but kept their wings flapping, holding their hover and glaring towards Nightshade. “Such bravado… it’s sexy, if I do say so myself.”

“Oh, SHUT UP!” Fleetfoot suddenly yelled, startling Dash. “We GET it! You wanna bang us! Do you get off hearing yourself talk like a slut?!”

“A lot of things get me off,” Nightshade replied almost… proudly. She slowly licked her lips as she kept inching closer to them, her crystals hovering around her in an angled orbital pattern as she continued to glow. “I actually keep a list… I have one through two-hundred six memorized. Want me to try ‘em all on you?”

“Rggghhhhhhh…” Fleetfoot grunted in frustration as Dash simply remained silent, cringing as Nightshade’s voice never failed to violate her ears the way it unwelcomingly slithered in and out.

“Nothing to say?” Nightshade inched even closer, prompting both of them to shift back a little. “You know I have a rule back at the fortress…” She narrowed her eyes and grinned devilishly. “If you don’t say no… It means yes… and if you say no…”

“AH!” Dash and Fleet both yelped as she suddenly shot forward, leaving the pink outline trail behind her as she zipped between them and stopped, fully turned around and stuck right between the two of them so close that their wings immediately clashed. Nightshade threw her wings down over both of them, showing their strength by literally holding Dash and Fleetfoot down against the side of her body as they kicked and flailed.

“Then I do it ANYWAY!” she said with a delightful snarl, bending her neck down and pressing her cheek against Fleetfoot’s and nipping at it.

“SON OF A…!” Fleetfoot shrieked while flailing harder. Nightshade suddenly thrust her wings down, releasing the two.

“ARGH!” Dash grunted, immediately throwing her wings out as Fleetfoot did the same. They rounded themselves upright and looked up, but Nightshade was gone.

“It’s too bad really…” her voice came from behind them, they turned, but only in time to see the pink magic trail of her movement before it disappeared. “I’d love to show you my absolute favorite past-times…” her voice came from behind again. They both turned, but once again, too little too late. “But I have to admit…” Her voice came from below. Dash and Fleetfoot tried turning quickly this time, but they really didn’t need to. “I don’t have all day… so I’ll just enjoy watching you squirm!” Nightshade was right below them, and lightly stroking one of Fleetfoot’s hooves.

“GAH!” Fleetfoot shrieked, pulling back a little further than Dash.

“Ooooooh… so meek…” Nightshade puckered her lips and batted her eyelashes at Fleetfoot.

“What is wrong with you?!” Fleetfoot lashed out at her as she turned her body slightly sideways in disgust. Her unsound body language brought a smile to Nightshade’s face.

“Have you ever wondered that about yourself?” Nightshade suddenly blindsided her with the question.

“Wh…what?” Fleetfoot blinked, reaching a hoof over to her shoulder, further showing how uncomfortable she was. Dash’s eyes widened as she realized what was happening. Nightshade had effectively narrowed their numbers down… and now she was going to play her mind games with them. Fleetfoot… had yet to really be exposed to it. She was a sitting duck.

“Fleet! Don’t listen to her! She—MMRPH!” Dash blinked in surprise as her mouth suddenly slammed shut with a pink band of magic wrapped around her muzzle. She tried to move, but her body froze with pink sparks hovering around her. She looked towards Nightshade to see her glancing at her, with one crystal up in the air to use Moon’s telekinesis on her.

“You, quiet,” Nightshade ordered. “I’m having a little… heart to heart with a fellow pleasure enthusiast,” she said while bouncing her eyebrows. Fleetfoot gasped and glared at Nightshade.

“I’m NOT like you!” she yelled, shifting her eyes between Dash caught in the magic and Nightshade as she slowly approached. Fleetfoot kept her wings flapping but her whole body looked like it was going numb. She looked down at all the Wonderbolts on the ground, rolling around in pain and struggling to stand. She had to fight, there was so much on the line, but each time she looked back at Nightshade… chills ran through her body, an icy feeling that made every strand of fur on her body stand up.

“Oh, I think you are…” Nightshade kept moving forward as Fleetfoot suddenly stopped her backwards motion, freezing in place while maintaining her hover. “You may not express it as much as I do… but you simply can't keep your hooves off of other ponies… am I wrong?” Nightshade stopped right in front of her as Fleetfoot slowly looked up into Nightshade’s eyes, her own widening as she started to shake lightly.

“I… I don’t…” Fleetfoot stuttered, her teeth gritting as she tried to deny, pulling her head back slightly as Nightshade leaned in.

“Yes you do… I know you do…” She slowly began making her way around Fleetfoot, staying as close to Fleetfoot as she could as if trying to assert herself physically over her. Fleetfoot was much smaller than Nightshade, which wasn’t surprising since Nightshade was slightly larger than Spitfire and only a head shorter than Soarin. Nightshade also had about twice the body mass, powerful muscles covering her body while Fleetfoot was much leaner and slender. Nightshade made her look small in every way, and as Nightshade moved around her, her motions gave off an impression that she was trying to rub it in, to make Fleetfoot feel small and inadequate. “But there’s more to it with you… isn’t there? I will admit I simply have a fascination with getting up close and personal with other ponies but you… you do it for more reasons than that… right?”

“You… you won’t… get in my head! I…!”

“Simmer there little girl…” Nightshade taunted. “Just keep those ears open… you know, it can be quite an experience when another pony that barely knows you… can see right through you…” Nightshade licked her lips and smiled wide as her eyes glowed dimly, never taking them off of Fleetfoot’s head as she moved around. “Now where were we… oh yes…” she stopped when directly in front of Fleetfoot, looking into her eyes. “It’s…” Nightshade tipped her head to the side while her eyes glowed. “A cover up…? Oh, now that’s interesting!”

Fleetfoot gasped, her jaw hanging agape.

“A cover up for your insecurities… But not just any insecurities… Your DEEPER ones! You know… those ones that you never tell anypony, not even Spitfire or Soarin? Yes, those…” Nightshade snickered while leaning in.

“H…How…” Fleetfoot shook her head. “You’re bluffing! There’s no way you—”

“How very, very interesting. You feel small next to them…” Nightshade cut her off, getting even closer. “You feel like they do everything… while you just follow along. You want to lead like they do, you want the confidence and the drive to direct that they have, but when your chances come, you back off… you shy away and look to somepony else. But why? Hmm… oh?”

Fleetfoot’s ears shot straight up.

“Oooooooh…? Wait, what? REALLY?!” Nightshade suddenly burst out laughing as she inched away. “Wow! Honestly I didn’t expect that at all! I mean… wow!”

“No! S-stop!” Fleetfoot shook her head. “Please!” she pleaded, readily convinced that Nightshade wasn’t bluffing. She was already breaking. It was like Nightshade was reading her mind. She experienced this once already, but it was just Discord messing with her… this time, it was like her deepest troubles and insecurities were being held out in front of her, things even she was afraid to think about or face.

“You worry about leading and setting an example…” Nightshade shook her head and smirked. “But your biggest worry in that regard is that you don’t… look the part? Are you kidding me? Body image? You? Wow, as if the priorities there aren’t fucked up enough… YOU? The Wonderbabe magazine extraordinaire who puts herself on display all the time and flirts herself silly every chance she gets? That’s so contradictory my sides hurt!” Nightshade grabbed her stomach as she laughed.

“STOP IT! STOP!” Fleetfoot burst out, her lip quivering. “You don’t know me! You can’t judge me! I… I’m not worried about…” Fleetfoot sounded desperate.

Dash floated helplessly, watching, and wondering what she was seeing and hearing. Nightshade was pulling some of Fleetfoot’s deepest secrets out apparently, but Dash was just as surprised as Nightshade was. Fleetfoot? Body issues? She was practically the Wonderbolt supermodel, she had one of the sleekest physiques of all of them, how in the hell did any of that tie in? But Dash barely cared about what she was hearing… because this was all starting to look very familiar. It wasn’t the first time she had seen Nightshade pry into a pony and… try to tempt them with something.

She had to get free… somehow! Dash believed Fleetfoot was a tough mare, but would she be able to resist temptations like Misty Fly? Dash wasn’t going to risk making assumptions, so she struggled with all her might to get free, but it felt useless.

“No!” Fleetfoot backed away a little more, hugging her arms over her shoulders as she shivered, every part of her telling her to fight, but she couldn’t shake the invisible grip Nightshade asserted over her with pure mental willpower and presence. “NO! I have no reason to be! I’m NOT disappointed in my body! It has nothing to do with—”

“I am,” Nightshade cut her off again, causing Fleetfoot’s ears to flop down and she hugged herself tighter. “Believe me, I love those magazines, but… you never seem to do it for me,” she sighed as she shifted sideways and leaned her head down into Fleet’s view. “You’ve got the sex appeal down… but the body is… hmm…” she hummed while watching Fleetfoot quiver and glare at her. “Not up to speed with the others. Hey, I’d still go for you. I’m not one to let that stop me, but there’s something… extra sexy about dominating a pony with a larger, strong body. Spitfire and Soarin always catch my eye… your old friend Rapidfire isn’t too bad either… you could use some work though.” Nightshade sneered. “I have to say this is still killing me… Whenever I hear about a mare disappointed in her body it’s usually not this… I wonder what the rest of Equestria would think if they knew you… the mare voted sexiest athlete several times… was not content with her appearance when many would kill to look like you! Oh, I doubt they would listen to your reasoning… most ponies only hear the surface of the ‘problem.’”

“SHUT UP!” Fleetfoot reached up and covered her ears, slamming her eyes shut while shuddering. She yelped as Nightshade grabbed her arm and yanked one of her hooves free of her ear. Fleetfoot tried to lean away, but Nightshade prevented her, putting her mouth real close to her ear and whispering. 

“It hurts… doesn’t it?” she asked while slowly licking Fleetfoot’s earlobe. “And there’s the other cover up…” Fleetfoot’s eyes shot open as she began to breath harder. “Am I wrong?”

“I… I-I-I…” Fleetfoot stuttered as her body started to shake so hard that she could barely hover. Nightshade slipped her other arm around Fleetfoot’s back, but Fleetfoot didn’t react. 

Nightshade had taken full control, and all Rainbow Dash could do was watch.

“I don’t think I should call it the other reason… that’s the MAIN reason, right?” Nightshade added. And Fleetfoot… nodded, a soft whimper escaping her throat. “You like to get close to ponies… you like to touch them… you like to feel them… and why you do it depends…” Nightshade kept going as Fleetfoot’s head slowly bobbed down. “You simply like to do it? That’s what you say to your closest friends… that you don’t know what you want, that you are afraid of committing to a relationship. That may be true, but… there’s more to it… and you keep it to yourself at all costs. I can see it clearly!” She slowly began running a hoof up and down Fleetfoot’s opposite shoulder. “It’s a matter of size! You love brushing against… feeling the body of a pony that is larger than you… it makes your wings shudder… it makes your tail twitch… it sends shocks through you, satisfying a pleasure, but also helping you fantasize what it must be like to be more like them! You’d be more confident, just like your two best friends, if you were bigger and stronger like they are? But, oh, there’s more…? You get so much attention for your beach bod, but when other bigger, stronger mares are noticed for how they look… oh, does that irk you so… in fact, you felt that recently didn’t you?” Nightshades eyes flashed brightly for a moment. “That old Wonderbolt of yours, Valkyrie… was her name? Oh, to be big and strong like her… If you were like her, you’d have to confidence to lead!”

“Y…yes…” Fleetfoot admitted it all right out, her voice shaking pathetically. 

“And then… oh, how precious. You chase around, pick up, and forcibly cuddle that poor little mechanic of yours…” Nightshade tipped her head and laid the side of it against the top of Fleetfoot’s. “Feels good to be the bigger pony… doesn’t it? I’m sure he’s a little bundle of huggable but it carries that unique satisfaction for you… not many others you can do that to in the Wonderbolts, huh? Wow, I never would have guessed how badly you wanted to simply be… more than you are…” Nightshade lifted her head up and let go, putting herself back in front of Fleetfoot. “Who would have thought a famous Wonderbolt like yourself would have such a simple thing that bothers her to no end… Unable to break your own physical limits, you certainly were given good genetics, but it weren’t the ones you wanted? You hold several speed records, fastest in Wonderbolt history, but you could care less? How deliciously selfish of you! And oh, how you’ve tried… tried to no avail to get what you want, only for it to be ineffective through your own means. You remain smaller and weaker than those you wish to match… The icing on the cake? You’re too insecure about it to ask for help or advice… but then again that would only solve one of the problems, wouldn’t it? You’d still be shorter than you’d like.”

“Y…y-yes…” Fleetfoot replied again, a few sniffles escaping. She looked completely dazed. It was frightening how easily Nightshade had taken her over. Fleetfoot, a top tier, lead squad commander of the Wonderbolts. Her urge and drive to fight completely sucked out of her and her duty to protect her wingmates pulled from her head. Nightshade was in complete control.

Dash’s eyes widened as Nightshade began to grin, a fourth crystal appearing and hovering over her back.

“Poor, poor, little Fleetfoot…” Nightshade began as she slowly moved closer and hovered right in front of her. “The very things she desires plucked from her little head… And fed right to her by somepony who has exactly what she wants…” Nightshade reached forward and grabbed one of Fleetfoot’s hooves. Fleetfoot looked up slowly as Nightshade pressed Fleetfoot’s hoof against her chest and moved it around. “I can tell you from experience, that being large and strong has a certain… satisfaction to it,” she teased, her grin growing as Fleetfoot’s lip quivered. “Well, what if I… helped you out a little bit?”

Dash wanted to scream, she furiously tried to shake her head, restrained by the telekinesis. She wanted to do something, ANYTHING to break the sequence playing out before her and help Fleetfoot come to her senses. She screamed and yelled muffled noises, but the magic hold on her muzzle prevented her from getting anything audible out.

“I…” Fleetfoot tried to speak again, but still couldn’t form anything more than a single syllable. 

“Shh…” Nightshade let go of Fleetfoot’s hoof and gently placed it over her mouth instead. “Don’t think about it… don’t deny it… and don’t fight it. You would do anything for it… I know you would. And… I’m telling you that I can give it to you. Who are you to deny your own deepest desires when they are within your grasp?” Nightshade reached up, Fleetfoot not moving an inch as Nightshade gently grabbed Fleetfoot’s goggles and pulled them off her head, dropping them and letting them gently fall to the ground far below. 

Fleetfoot’s eyes were defeated, powerless. She was looking directly at Nightshade as if silently asking, pleading for what she was offering. She was completely under Nightshade’s control, small tear droplets forming in the corner of her eyes.

“I… want it…” Fleetfoot sputtered, Nightshade smiling as she leaned closer to her. 

“Just relax…” Nightshade whispered to her as she reached a hoof up and whipped a tear from Fleetfoot’s cheek as it fell. She followed the motion by removing her own goggles and letting them hang around her neck, locking eyes with Fleetfoot without any goggles in between them. “I’ll make it all better…” she continued as she tipped her head to the side and slowly slipped her lips over Fleetfoot’s. Fleetfoot didn’t resist, or react. She closed her eyes, tears falling down her cheeks as Nightshade softly kissed her.

And as she did… the extra crystal floating behind Nightshade’s back suddenly began to glow. 

Dash watched helplessly as the crystal grew very bright, hovered around Nightshade’s body…

And pressed to Fleetfoot’s chest.

The crystal turned into a bright ball of light, before it passed into her much like how Nightshade absorbed her crystals.

“Ah!” Fleetfoot suddenly yelped, pulling back from Nightshade and her eyes widening as she felt something within her body.

Nightshade sneered as she licked her lips, inching backwards to watch as Fleetfoot began to shudder, her neck arched back, her ears pointed up, her arms, legs, and wings, shivering. She didn’t drop out of the air though… a faint pink glow surrounded her, invisible forces keeping her suspended in the air.

“Ah! AHHH!” Fleetfoot’s body began to twitch heavily. She slammed her eyes shut and gritted her teeth, a sharp breath of air seeping between them as she began to breath harder, her nostrils flaring and her neck straining as she looked down and released a groan that was slightly muffled by her closed mouth.

“Don’t fight it…” Nightshade said quietly as she backed away slightly and began floating in a circle around her. “The first time you feel the power, it can be daunting… but believe me, if you let it go and let it work, it will do exactly what you want. After all I took the liberty of telling it what to do, so all you have to do is let… GO!” she said eagerly as she stopped to the left of Fleetfoot and watched with ravenous anticipation as Fleetfoot’s body kept shivering and twitching. “You wanted it! Now accept it!”

Fleetfoot lifted her head back up, her lips parting as she released a loud gasp and her eyes opening wide to reveal a pink glow from within them. Her chest expanded and contracted visibly as she began nearly hyperventilating, each breath loud and labored. 

“Haaahgghhhh, hrrggggggggg!” she began to groan loudly as the glow around her became brighter… and then her body began to change.

Dash watched in horror as Fleetfoot began to scream and wail, her voice cracking as it hit an incredibly high pitch. They were screams of intense agony as if she was being ripped in two. But that’s not what was happening…

Fleetfoot’s body was… getting larger, the stretchy material of her suit squeaking as her body was forcibly manipulated by the magic. As if her body increasing in size was already putting strain on her suit, Dash noticed that Fleetfoot’s bulk was increasing in size as well, her chest, shoulders, back and limbs filling up with new mass. Her suit began to creak and strain as her muscles swelled up, becoming very visible beneath the spandex as it was stretched to its limits.

Nightshade began to shudder beside Fleetfoot as the magic worked on her, her eyelids twitching as her tongue remained glued to her upper lip. 

“Feel it! Believe it! If you want it, the crystal will give it to you!” Nightshade encouraged as Fleetfoot continued to scream and cry out.

As he body continued to grow and her muscles continued to expand, the suit finally started giving way. Faint ripping noises began accompanying the squeaks as small tears started appearing in Fleetfoot’s suit, the sleeves on her limbs already being pulled upwards. Several bits of her light blue fur began to show through, her suit failing to contain the surge as her body began bursting out of it, the rips and tears growing larger, and revealing bits and pieces of her enhanced form. The neck portion of her suit began to tear right beneath her chin, the rip circling around slowly until it snapped and flopped down towards her shoulders, sliding down slowly against her enlarged neck and leaving the mask by itself.

Fleetfoot stopped wailing, but her mouth remained open and her eyes remained hidden within the pink light as her body was now the size of Nightshade’s, her musculature slowly catching up and matching Nightshade’s as well. Her chest was still expanding and contracting as she breathed heavily, each breath threatening to rip the whole front of her suit apart. There was already a large rip right on the front that grew larger by the second, revealing the new, powerful chest beneath.

Dash looked on in complete and utter horror… as Nightshade remained by Fleetfoot’s side, the two now equal in size and mass. A devilish smile plastered to Nightshade’s face as Fleetfoot reached the end of the transformation. Fleetfoot was no longer the small, sleek Wonderbolt she was known to be. She was just the opposite, every inch of her at least two times larger and easily many times stronger.





“Ahhhhhh… wh… what…?” Fleetfoot finally spoke as the light faded from her eyes, but a soft glow remained around it. She slowly looked down at herself as her body, while mostly numb, tingled and shuddered with an odd light burning sensation, her eyes widening considerably as she looked at her chest and down to her arms. Her body felt different and… looked different. She gasped as Nightshade swung around in front of her, noticing that Nightshade was… the same size as her? She quickly glanced towards Dash, noticing how small she looked.

“Now…. THIS… is more like it!” Nightshade commented with intense satisfaction in the back of her voice.

“What did… you do to me?” Fleetfoot asked with a shaky voice, her whole body slowly beginning to hurt as if it had been stretched and put through a wringer. 

“Only what you really wanted. If you didn’t… the magic wouldn’t have worked,” Nightshade sneered as she moved in a little closer. “How about you get a good look?” she suggested as her three crystals came to life and a faint light rose from them, collecting in front of Fleetfoot before flattening out horizontally and solidifying. The surface of the magic became shiny and reflective like a mirror. 

Fleetfoot barely looked at herself for a second before her jaw dropped and her voice failed to give any audible response. Her eyelids stretched to their limit as her pupils darted about, looking at every inch of herself as she struggled to comprehend that she was, indeed, looking at herself. 

She was bigger than Spitfire, and looked more powerful too. Her suit stretched past its limits as it failed to contain her new size and bulging muscles that surely would rival Soarin’s. Her wings had grown at least two sizes as well. Nightshade leaned up against her side so Fleetfoot could see that they were perfectly equal.

“Well?” Nightshade whispered into her ear as she began moving the mirror around so Fleetfoot could get a look at herself from the side as well. “I know I don’t have to ask, but you like it? I know I do!”

“I-I-I…” Fleetfoot was so shocked she could barely manage a stutter. 

“It’s what you’ve always wanted!” Nightshade added as she brought the mirror closer to emphasize the view. “You always felt a leader had to be physically convincing! Or are you just too shocked to tell me just how amazing you look and feel?”

Fleetfoot didn’t answer she just slowly began moving her arms, reaching them both up and touching them to her chest, moving them around as she felt the sheer size of it before crossing her arms over it and touching the arm opposite. Her body was still tingling with a slowly growing prickling sensation, but she inhaled sharply and unevenly as she felt her body as if she couldn’t believe it or even comprehend it.

“Or… can you not handle it?” Nightshade suddenly continued as she removed the mirror, the light returning to her crystals. “I’m willing to bet you’re in awe… but believe me… as somepony who manipulates their body often… it’s not for the faint of heart…”

Fleetfoot blinked and looked up at Nightshade, her eyes twitching as the prickling sensation suddenly increased, her body trembling as it was followed by pain.

“Ah… AH!” Fleetfoot began to wince and cringe as she felt like her body was being stabbed all over.

“That was quite a massive increase in size and mass…” Nightshade rubbed her chin. “No doubt it stunned your nerves and strained your joints something fierce! But… I wonder how bad you want it?” she cooed as Fleetfoot began to groan and moan in pain, hugging herself as she shook. “I bet your body is about to punish you for it… can you hold on? Can you fight the growing pains your own desires have brought upon you? Don’t make me regret giving you a bit of our magic now! If you really want it so bad, you’ll FIGHT IT! FACE THE PAIN NOW TO KEEP WHAT YOU WANT LATER!”

“AAAAAAAHHHHHHHHHHH!!!!!!!!” Fleetfoot threw her head up, shrieking and screaming as her body began to burn all over. She had never felt so much pain in her life, the agony spreading all over her body as if the shock of the spontaneous height and muscle growth had shocked her body into a numbed state, only to come back with a vengeance and extreme consequences. “AHHHHHHHH!!!! OOOWWWW!!!!! AAAAAAAAUUUUGHHH!!” she began to thrash about, her body tensing and flexing uncontrollably as she curled her body up, pressing her hooves over every inch of herself in a desperate, but fruitless attempt to ease the pain. “GAAAAHHHHHHHHHHHHHH!!!!!”

“Tsk, tsk, tsk…” Nightshade sighed as she shook her head, flipping her mane out of her eyes as she casually watched Fleetfoot be tortured by her own body. “Really… I thought you’d be stronger than this,” she said as she turned her back to Fleetfoot. “Your desire is so strong… but you immediately folded once the pain hit you… you didn’t even try to fight it or resist.” She turned back around and faced Fleetfoot as she bit down on her wrist, the intense groaning and crying muffled against it as she kept struggling. “No wonder you’re efforts to be more like this have failed… you aren’t even willing to fight for it…”

“H…HELP… ME!!!!!!!!!!!” Fleetfoot suddenly cried out as her body kept shaking, her eyes nearly popping out of their sockets as she looked towards Nightshade.

“Such a shame… You had me convinced you’d go all in… but I wasted my time,” Nightshade lifted an eyebrow. “As you wish.”

Nightshade held out a hoof and her eyes flashed brightly. The pink light surrounding Fleetfoot faded and a large collection of it erupted from her chest, shooting out from within her and swirling around Nightshade before being absorbed by her crystals.

Fleetfoot remained still for a moment, shivering as the magic was pulled from her. As soon as Nightshade’s crystals absorbed it, she began to shrink, reverting back to her normal size. The added height, size, and bulk in her body faded until she was completely back to normal. Her suit was full of holes, the spandex overstretched in some areas, making it no longer skin-tight.

“Ooooo… ahhhhh…. Oohhhhh…” she shuddered, tears rolling down her eyes as she tried and failed to hug herself. Everything about how she currently looked was the definition of broken and with the magic no longer keeping her in the air, she slowly began to fall, plummeting limply to the ground as tears dripped from her eyes, lifting up off her face and into the air as she plunged.

She cried out as she hit the ground, immediately curling up into a ball and shaking, but her eyes remained open wide. She looked positively terrified and emotionally broken as if she had just died, and been revived moments later.

“Hmph…” Nightshade grunted in disappointment, turning towards a frozen, terrified Rainbow Dash. “Such a buzz kill… She was doing so well up until when it really mattered… no wonder she’s afraid to lead. She’s not even willing to give it all for what she really wants.” Nightshade repeated to herself, then blinked as she glanced towards Dash. “Oh, I totally forgot I had that on you, let me help you… loosen up,” she said with a wink. The wink caused a faint flash from her eye when she opened it. The magic bind around Dash’s muzzle disappeared.

“FLEETFOOT!” Dash immediately yelled while looking down instead of at Nightshade. Nightshade smirked and willingly released the telekinesis magic from around her, watching with interest as Dash ignored her and dove towards the ground, aiming right for Fleetfoot. “FLEET!” Dash yelled as she slammed down and galloped up to her. 

Dash’s heart sank and her ears flopped down as she looked Fleetfoot over frantically. Fleetfoot was hugging herself, shuddering, whimpering, and vigorously shaking her head with the smallest increments of head movement possible. The sight of Fleetfoot in such a dominated and broken state was peak demoralization. 

“Ah!” Dash yelped as Nightshade suddenly slammed down to the ground nearby. Dash quickly turned and faced her, placing herself in front of Fleetfoot as Nightshade slipped her goggles back on and began casually sauntering towards them. Dash bit her lip, her arms and legs shaking as she, herself, remained the only Wonderbolt left.

She had to focus, she had to fight, she had to defend them. They meant everything to her and she refused to simply let Nightshade do as she pleased. She didn’t know what good she could do, but she refused to lie down and give up. She blinked as she looked down, noticing that Fleetfoot’s goggles were at her hooves, right where they had fallen when Nightshade removed and dropped them. Dash gulped, frantically reaching down and scooping them up. She stretched the band and pulled the goggles down over her head, placing them over her eyes. With Fleetfoot’s goggles in place, she reset her hooves and glared at Nightshade, ready to resist.

Nightshade stopped and scoffed, her cheeks puffing up as she saw Dash go through the painfully frantic process of picking up and putting on the goggles.

“Oh, I’m scared now!” she taunted.

“I’m NOT scared!” Dash quickly shot back, causing Nightshade to blink and tip her head.

“Dashie, I didn’t even ask if you were,” she said with a few snickers as Dash blinked and gritted her teeth.

“Dammit, I…!” Dash tried to retort, silently chastising herself, but she flinched as Nightshade continued sauntering towards her. 

“Looks like it’s just you and me, Dashie…” she said in a condescending voice as she reached up and tipped her goggles down, shooting a disturbing form of bedroom eyes towards Dash that made her shiver. “It was fun playing with your friends, but I admit… none of them are as much fun as you.”

“Don’t you try it with me!” Dash yelled at her as she glanced at Fleetfoot. “I know how you work! I won’t let you control me!” 

“That’s precisely why I like you!” Nightshade released a slow giggle, her alto toned voice made it sound creepier every time. “Fleety here didn’t see it coming, so it was too easy… but YOU… you KNOW me!” Nightshade stopped right in front of Dash. “It’s much more fun when I have to work for it!”

Dash took a step backwards, her back hoof bumping into Fleetfoot. Fleetfoot released a cry of despair as if she had just been stabbed through the chest. Dash flinched and looked back at her as she curled up more and shook violently. Dash blinked, looking up to see that she was surrounded by her fallen comrades. Her squad and all the top tier elites all groaning and struggling to move in the same area… had Nightshade purposely done that? Did she engineer this all just to put her in a desperate situation with hurt and wailing comrades all around her? Dash wasn’t about to discount that possibility. 

“Grrrr…” Dash gritted her teeth and set her hooves firmly in the ground. She was beat up, battered, and bruised, but if Nightshade wanted her to resist, then that’s exactly what she would do!

Dash leapt at Nightshade recklessly, the only thought on her mind to fight and protect everypony, but her eagerness was met with a very quick and rough demise.

Nightshade simply reached up, blocking Dash’s first punch. She quickly hooked her hoof around Dash’s wrist, pulled her forward, placed her other hoof atop Dash’s head, and slammed her down to the ground right on her jaw.

“GAAAAHHH!!!! AHHH!!!” Dash cried out as Nightshade gave just enough slack to allow Dash to open her mouth and voice her pain, a trail of blood dripping down from her top lip from her own teeth puncturing it on impact.

“It’s also fun when you think you have a chance!” Nightshade said with a sneer as she lowered herself down to Dash’s face, letting Dash glare at her as she held her down. “Let me get that for you…” she said before tipping her mouth towards Dash and slowly licking the blood off Dash’s lips as she growled. “Mmmm…” Nightshade hummed as she licked her lips and pulled back. “Tasty…”

“FUCK… YOU…!” Dash barely managed to say with her head still locked down to the ground.

“Ooooh, such a foul mouth you have! Maybe I should personally wash it out… but we’d need some more privacy for that!” Nightshade taunted while making subtle rocking motions with her pelvis. 

“RRGGHHHH!!!!!” Dash growled loudly, thrashing beneath Nightshade’s hoof, fed up with being humiliated. 

“Whoa! Getting feisty!” Nightshade chuckled as she put her other hoof to her mouth and tipped her head. “Hmmmmm…. Now how should I break you…” she pondered out loud, defying Dash’s claim that she would never do such a thing. “What really gives you chills? Besides me of course, I wonder…” Nightshades eyes began to glow, the light seeping out from behind her goggles. “Hm…? Oh?” Nightshade sneered as the light faded. “How… simple! If I had known you were that afraid of it, I would have done this already!” she taunted as Dash kept glaring, determined to resist anything Nightshade threw at her.

Nightshade reached a hoof up and one of her crystals floated up to it, a faint glow surrounding her as her smile grew wider. 

“Let me show you another trick from the arsenal up my sleeve!” she said eagerly as the crystal began rotating. She turned and looked towards it, focusing for a moment as the crystal spun faster and faster. 

Then suddenly, a ball of fire burst up from her hoof, surrounding the crystal.

“Oops! Wrong one!” Nightshade shrugged, grinning down at Dash as she remained locked to the ground. The fire disappeared and the crystal began spinning again. Eventually a collection of water swirled up and formed a swirling bubble around the crystal. “Hmmm no… wrong again!” Nightshade rolled her eyes, smiling as she teased Dash.

But after watching Nightshade use the magic to somehow summon the first two elements that the Wonderbolts were taught to handle… her eyes shot open, nearly growing larger than the goggles she wore as she realized what Nightshade was slowly building up to. 

“NO!” Dash yelled out desperately as she started thrashing again, but gasped as Nightshade pressed down on her head hard, keeping her down.

“Now, now, Dashie… it’s rude to interrupt in the middle of a magic trick!” she taunted as she looked back at the crystal spinning in her hoof. Small swirls of air shot up around it, little gusts of wind shooting out from around it. “Wow, I’m zero for three… But hey, I bet I’ll get it right NEXT TIME!”

“STOP! NO! NO!” Dash yelped and pleaded, completely failing to hold her claim that Nightshade wouldn’t break her… because she knew what was coming next, and she never considered the possibility until just now.

“Aaaaaaaaaand…”  Nightshade sneered as she slowly turned her head towards the crystal. Dash felt all the breath leave her lungs as several crackles and pops began to sound out from around Nightshade’s hoof… and small ribbons of electricity began bouncing up between it and the crystal. “TAH-DAH!” Nightshade called out as a bundle of electricity shot up and surrounded the crystal, sparks dancing between it and her hoof while also shooting up above. “THERE WE GO!” she said cheerfully as she looked down at Dash, her smile growing wider as she saw the look of horror on Dash’s face.





Dash herself was shaking, her eyes straining as they stared at Nightshade’s hoof and the electricity.

She was not ready for this… not in the slightest. She had been working on overcoming her fear of lightning, but it had been in controlled environments, not to mention she had Silver watching over her and making her feel safe. She had barely been exposed to it outside of her training… the only other time being when Cannon Ball tried to hit her with it when they chased the Renegades in Cloudsdale. She froze completely when it happened and had Silver not flown in and caught it, she would have had another nasty shock.

THIS… was much, MUCH worse. Nightshade scared her more in general than lightning… but Nightshade USING lightning on her? That was by far the worst case scenario. The thought of the two mixed together alone was enough to give her chills, but now it was actually happening. Her will to hold her ground no matter what was quickly replaced with a sharp fear that built more and more as Nightshade slowly moved her hoof down. 

The crystal moved away as Nightshade directed all of the electricity into her arm and tensed it up, focusing the concentration to make it stronger until the ribbons of electricity were jumping wildly and fiercely like small bolts of lightning. 

“Aw, you look so scared… it’s precious,” Nightshade cooed as she reached the hoof closer and closer to Dash. “That big shock back during our little Ponyville altercation really shook you up, didn’t it? I had no idea!” she said as she stopped the hoof a few inches from Dash’s face. 

“NO!” Dash edged her neck away sweat dripping down her face, but Nightshade simply moved her hoof closer. Dash’s eyes remained wide, her pupils shrinking as Nightshade edged it closer… and closer… until it was JUST close enough. “AH!” Dash yelped as a few of the sparks bounced, a ribbon or two of the lightning jumping onto her and lightly shocking her. “STOP!” she pleaded desperately. “STOP IT!”

“But why? You’re clearly enjoying this!” Nightshade said sarcastically, laughing as she inched her hoof closer, letting more of the electrical pulses sting Dash’s face. 

“OW! AH!” Dash cried out, slamming her eyes shut and pushing her neck so far that it was a wonder she didn’t break it. 

“What’s that?” Nightshade asked while turning her ear towards Dash. “You want more? Why didn’t you say so?” 

Dash’s eyes shot open as Nightshade pressed her hoof completely against her cheek. The volts surged into her, shocking every inch of her face and traveling down her neck. She screamed at the top of her lungs, the pain was bearable, but the trauma boosted the effect. She thrashed, winced, and cringed as Nightshade held her hoof down, letting Dash feel all of it, but she wasn’t done.

“You look like you could take more!” Nightshade yelled down at her while nearly salivating at the agony Dash was expressing. All three of her crystals rose up and floated around her. Nightshade reached down and grabbed Dash, picking her up as she spread her wings and gave them a hard flap to push herself up onto her hind legs. She put her arms around Dash and squeezed her tightly as all three crystals spun vigorously. “You know… I never really paid you back in full for dislocating my elbow… SO LET’S TURN IT UP!” Nightshade said with a sneer, looking directly into Dash’s horrified eyes as her crystals shined brightly.

Large volts of electricity shot up around the crystals. They were several times larger, complete lightning bolts, and at least three times the amount. It all shot into Nightshade and began dancing around her body.

“AAAAAAAHHHHHHHHHHHHHH!!!!!!” Dash arched her neck back and screamed, her voice nearly cracking as Nightshade directed all of from around her body into her. Dash’s body tensed, flinched, and shook, thrashing in Nightshade’s grip with her neck straining back and forth as she felt the volts surge through her, burning her nerves and making her muscles forcefully twitch out of control. Nightshade’s grin grew and grew as she laid endless pain on Dash. 

“YES! SCREAM! WAIL! SHOW ME YOUR DESPAIR! SHOW ME YOUR PAIN! I LOVE IT!” Nightshade yelled into her face as her eyelids twitched with delight and she vigorously licked her lips. “OH I CAN’T GET ENOUGH OF IT!” she continued, followed by arching her neck back and letting out a loud, raspy moan before swinging her head back forward and biting down HARD on Dash’s shoulder.

Dash’s voice cut off, replaced by a loud exhale as the additional pain of Nightshade biting into her completely broke her voice, staggered, weak gasps and grunts replacing any attempt for her voice to emphasize her pain. Her body was slowly going numb as if resorting to cutting off feeling in a desperate, reflexive attempt to get away from the extreme physical and mental pain caused by the lightning and the bite. Soarin had once told her that in order to not be hurt by lighting, one had to stretch their limbs out while controlling it. Not only was she not in control, she was being held with her body and limbs all pressed together, so she was feeling every bit of pain imaginable. If Nightshade had put any more power into her current gathering, there was no doubt it would have killed her, but she was holding it back just enough to keep her alive.

“HAAAAaaaaaa…” Nightshade gasped as she released her mouth from Dash’s shoulder, a stain of blood left behind on Dash’s suit. She shivered, letting go of Dash and letting her fall to the ground as the lightning dissipated. “Ooooooo… hoo…haa… that was AMAZING!” Nightshade said as she kept her head pointed up and released several heavy, satisfied breaths.

Dash lay still on her back, her body twitching involuntarily as small sparks and pops jumped from her body, the last bits of electricity escaping. She stared straight up, a blank expression on her face with wide eyes as if any traces of life had been sucked out of her. She couldn’t feel anything, her pain receptors fried for the moment and a faint trail of smoke rising from her due to the heat generated by the lightning.

“Hmmmmmmmmmmmmmm… HMMMM!!!!!” Nightshade hummed while shivering and rubbing her hooves on her chest, still reveling in her own pleasure as she looked down at Dash. “Now wasn’t that FUN?” she asked as she visibly pondered what to do next. Dash just stared at her, no reaction, no expression. She had nothing, nothing left to say or do. 

Her greatest fear came true when Nightshade reappeared… and her fears had been given full merit. 

Nightshade had, single-hoofedly, defeated them all. And it felt like she didn’t even try very hard. She was the pure definition… of a monster.

“Huh?” Nightshade suddenly perked up and glanced away from Dash. “Oooo, don’t you look desperate?” she said, but she wasn’t looking at Dash.

Dash blinked as she stared up, finding just enough strength to turn her head to the side. 

Matteo was crawling along the grown towards her, grunting and wheezing in pain. He dug his talons into the ground and pulled himself along, glaring at Nightshade the whole way.

“By all means, keep trying so hard, it only makes me—” Nightshade was cut off as she felt a tug on her back hoof. She lifted an eyebrow and turned around and saw Squall on the ground behind her, gritting his teeth and squeezing his hooves around her leg. “Hmmmmmm?” Nightshade’s smile only grew at the site. She ignored Squall, letting him try as she faced forward only to be met with a similar sight all around her.

The rest of the Wonderbolts were all slowly moving towards her, either desperately trying to push themselves up or dragging themselves along. Each one of them, From Fire Streak to Storm Front, was straining themselves to reach her, determined as if rallied by the site of Dash taking so much punishment. Nightshade’s lips parted, revealing a grin as she shivered.

“Such… amazing loyalty and devotion…” she said to herself, her voice slowly rising. “I’ve had my way with every single one of you and you still want more? Hmmmm… the rest of the Shadowbolts could learn a thing or two from you… whenever I do this to them, they cower and run…” she licked her lips. “Or maybe that’s because they’re smarter!”

Her words did nothing to deter the Wonderbolts. Matteo slumped down as he finally reached her, grabbing one of her front hooves in his talons as Squall kept holding on behind. The rest of them kept on dragging themselves along.

Fire Streak, Lightning Streak, Misty Fly, Surprise, Blaze, High Winds, Storm Front, and Air Mach. The only one missing was Fleetfoot, who was still curled up nearby, utterly broken by what Nightshade had done to her.

“Magnificent… absolutely mag—” Nightshade suddenly stopped, her eyes widening. “HRGH!” she grunted, wincing as she threw a hoof over her heart. The glow around her began to grow brighter, her whole body shaking, her muscles twitching, and her neck straining.

Dash turned her head back, a very faint gasp escaping her throat as Nightshade staggered and groaned, the light around her flickering. Pulses of pink energy began erupting from her body as she slowly bent down, struggling to stand.

Dash recognized this… this was what happened to Nightshade after Soarin beat her down after their escape from the Shadowbolt fortress. Nightshade had absorbed multiple crystals during that encounter… and at a certain point, the magic erupted within her, exploding and ultimately causing what they first thought was her demise, not to mention it was powerful enough to destroy the fortress itself. 

Was that about to happen again? Had Nightshade not learned her lesson? 

No… of course not. Nightshade was not a pony that made the same mistake twice.

“Heh… heheheh!” Nightshade began chuckling as the power began reacting within her. “Perfect timing! I can show you all my last trick!” she said confidently. 

The crystals floating around her began to glow and Dash soon felt something familiar… a shift of wind, gusts surging towards Nightshade. She was using Void’s Vacuum Wave. Dash cringed as the inward winds grew stronger, inching her body closer to Nightshade. Several yelps and shrieks rang out as the Wonderbolts all around we lifted up off the ground by the force and drawn towards Nightshade as well.

“Everypony gather in!” Nightshade called out in between pained grunts. The mindset of the Wonderbolts changed on the spot, all of them swiping at the ground with their hooves in a desperate attempt to halt their movement towards her, but none of them had the strength or the traction. All of them slid towards Nightshade as the pulses of magic rushing from her body became stronger and brighter. 

She released the Vacuum Wave once all of them were within at least five yards of her. She sneered, and took a few steps back to put Squall and Fleetfoot in front of her with the rest of them.

“HHHMMM!!!!!” Nightshade grunted as she slammed her hooves to the ground, shut her eyes tight and threw her wings out. “HAAAH!” she gasped while throwing her head back.

A massive amount of pink energy ejected from her body, stopping about a yard from her in one big cloud, pulsating and flickering. Nightshade’s body visibly reacted, the ‘boosted’ look fading from her muscles and her whole body relaxing as she released a sigh… and stood up straight in no pain at all. She smiled as the cloud of magic energy floating around her began to flash brighter and brighter, all of the Wonderbolts staring at it in horror.

Nightshade simply smiled as her three crystals began to glow and encased her in a protective shield.

“Enjoy!”

The cloud of magic exploded.





“WHAT THE—!?” Silver stumbled and fell, landing roughly on the ground. He blinked and looked up, painfully pushing himself back up onto his hooves, certain that what he had just heard… and felt was an explosion…

He had been taking his time, limping along back towards where the battle was taking place, taking a path that winded through a small canyon. He was certain he was about to find them after making it around a rock formation in front of him, but he was suddenly knocked off his hooves just a few paces from it, and was now more than certain he was right there.

Only… the explosion and the force that had knocked him over filled him with a sense of dread. The moment he was back on his hooves, he took one step… and his eyes widened as something… somepony shot towards him overhead and struck the rock formation stomach first, bouncing off.

“AUGH! AH!” Blaze yelped and cried out as she hit the small cliff wall opposite of the formation and landed two steps from Silver, instantly grabbing her stomach and rolling over, groaning in pain. Silver blinked and quickly dragged himself up to her.

“BLAZE?!” Silver yelled as he shifted to his right and knelt down. 

“Ah… Ahhhhhhh…!” Blaze continued to cringe and groan, shuddering as her body contorted and shook.

“What the hell happened to…?” Silver trailed off as he looked up. His small shift to the right was just enough for him to see past the rock formation that extended several yards up and overhead. “Oh my god…” Silver swallowed as he glanced down at Blaze. He left her side and pulled himself slowly over towards rock, using it as cover as he placed himself against it and peeked around, his jaw dropping in disbelief.

The Wonderbolts all lay around the immediate area near him, all of them on their backs, stomachs, or sides and groaning in pain. Considering how Blaze made her entrance moments ago… and the explosion he heard, they had all met a similar fate, and all showed no signs of being able to stand or protect themselves as none of them even managed to push their hooves to the ground. 

Silver’s eyes darted back and forth, but he quickly blinked and pulled himself back behind the rock as he heard devilish laughter.

“WOW! That was intense!” Nightshade’s voice met Silver’s ears as he pressed himself against the rock, wondering if he had been seen or not. “And you all lived! Perfect, I don’t want the fun to be over already!”

Silver took a chance and slowly peeked around, moving as slowly as possible and stopping the instant he saw Nightshade. He halted as she came into view and watched as she approached the Wonderbolts while smiling like a psychopath. 

Silver blinked, pulling back briefly to remove his goggles and rub his eyes to make sure he wasn’t seeing things. He looked back, blinking again as his jaw slowly dropped down a little.

A single Shadowbolt… had taken down all of the top tier elites including a high tier and a whole recruit squad? It was Nightshade, but Silver had SEEN Nightshade in the past. He saw the fight between her and Soarin a while back… was she really this dangerous? He couldn’t comprehend it.

He perked up and pulled back as Nightshade turned her head towards him. He stiffened and held his breath, hoping that she had not seen him. 

“Well, Dashie?” Nightshade spoke again. Silver released a long, quiet breath of relief, briefly glancing at Blaze in pain behind him before he edged forward again, keeping himself against the rock wall as he peeked around and saw Nightshade bending down towards his student.





“Are you still with me?”

Nightshade’s words pierced through Dash’s ears as they continued to ring from the explosion that she was right next to. Her body had already lost feeling from the torture Nightshade had dealt to her, the force of the explosion only adding to it. She could barely move, feeling incredibly dizzy, the world spinning above her as she opened her eyes. She couldn’t move one of her back legs at the moment, and could barely move her other three limbs. Her wings were stiff, but were apparently still attached. 

As her vision finally stopped spinning, she looked up weakly into Nightshade’s eyes, just in time as Nightshade reached down and grabbed her by the neck of her suit.

“Hng…” Dash lamely grunted as Nightshade hoisted her up and held her out in front of her, her whole body limp and dangling in Nightshade’s grip. She pointed her eyes towards Nightshade, too tired and hurt to even muster a glare, but looked at her regardless.

“There you are! I didn’t want you to die on me so soon! Besides… I still need you…” she said as she looked down at the rest of the Wonderbolts, all of them moaning and groaning on the ground, failing to even struggle as the pain rendered them all useless and defenseless, not a single flame of a fighting spirit left to resist.

“Hmm…” Nightshade hummed as she looked around. “Not much I can do when I’ve already pretty much beaten the hell out of all of you…” she pondered out loud, bouncing Dash up and down in her grip as Dash gasped and grunted. “Oh!” Nightshade stopped, her ears pointing up. “I know what I can do! Ooooooooh this will be fun to watch…” she said eagerly as she released Dash and let her fall to the ground. Dash yelping as he hit the ground and rolled onto her side.

Dash cringed, pushing on of her hooves down desperately, but only managing to turn herself over and look at Nightshade as she stepped back and her three crystals floated around her. Three flashes of light shone in between the crystals, causing three more to appear, making six crystals like she had before she started with them.

“I’d say I’m up for watching some nice… long… SUFFERING right now…” Nightshade spoke louder, assuming all of them could hear her. “How about I share a little technique I learned from watching a certain… former Shadowbolt recruit of mine!” 

Dash blinked, her eyes opening slightly wider. 

Former Shadowbolt recruit?

“Watching your own captain be controlled by her own emotions was such a treat… I simply had to figure out how she did that!”

Dash gasped, cringing right after as her alarm was briefly overpowered by her pain. 

It all came flooding back to her.

In the past, Lightning Dust had used a crystal to turn Spitfire against them, amplifying her negative emotions to turn her into a mindless, wild animal that attacked Soarin.

Forget the lightning, Dash had not even entertained the thought much less considered the possibility, nor did she believe any of the rest of them had. The only one who was around to see it when it happened was Fleetfoot, but the rest were all told about it later. 

What alarmed her even more though… was the circumstances that currently occupied the moment. The situation couldn’t possibly be any worse… why? Because the Wonderbolts, with all the fighting amongst themselves, the disagreements, witnessing the two highest officers get into a heated argument, and then having Soarin’s wayward comment about them all used against him… Negative emotions were currently running high! They were sitting ducks! They were ticking time bombs! 

Dash could only stare in horror as Nightshade began to glow with her six crystals orbiting her, but before anything happened, she looked down at Dash and smirked.

“Oh, I know what you’re thinking Dashie…” she began. “But I don’t intend to make you fight each other. I mean, look around,” she motioned at all the Wonderbolts as they struggled to simply turn and look towards her. “I’ve got nothing to work with there! Besides,” Nightshade sneered. “As much fun as it was to watch Spitfire go nuts… I’d much rather it be ME causing the pain… as opposed to letting sompony else do it for me. Seriously where is the fun in that?” she explained.

Dash wasn’t sure what to feel, Nightshade claimed she wasn’t going to do what Lightning Dust did… but then, what did that mean? What was she actually going to do?

“Let’s just say… after I learned the magic myself, I found there were many ways to manipulate negative emotions… and…” she paused, trailing off as one of the crystals floated up to her and she peered through it, much like Lightning Dust had in the past before determining Spitfire was her target. Nightshade blinked as she shifted it back and forth, scanning all of them. “WOW! Okay… I know this isn’t just me…” she grinned as she let the crystal down and lifted an eyebrow. “Something juicy must be up in the Wonderbolts right now! You’re all RADIATING dormant, negative feelings! Oooooooh, this is going to be SALACIOUS!”

Dash gave one final effort. One last push against the ground in attempt to stand, but she couldn’t. She, and the rest, were completely at Nightshade’s mercy… and they all knew she had none.

“Just let me dig real deep…” Nightshade said coyly as the crystals orbited around her faster, a pink glow surrounding her and growing. As her aura grew, trails of pink light began seeping out of the crystals, slowly reaching out and floating through the air. Each one of them broke off, moving towards one of the Wonderbolts on the ground. Any efforts to get away or simply move out of the way failed, and every single Wonderbolt present found themselves being touched by the lights. As they were touched, the lights expanded, encasing each of them in a faint pink aura. Nightshade let her tongue slip between her lips and licked them from side to side. “Dig real deep… and turn those negative feelings…” the glow around her grew brighter. “Into pure… UNBEARABLE pain!”

Dash’s eyes widened, feeling nothing at first aside from the chills that Nightshade’s words sent down her spine… but soon after, she felt a burning sensation. Her body was numb to all pain, but somehow… she was feeling it, as if more than her body was under attack. It was like she could simply feel the pain regardless. 

“Ah! AHHH!” Dash yelped and shrieked as the burning sensation grew stronger and stronger, the rest of the Wonderbolts coming under the same torture as yelps and cries rang out, echoing throughout the canyons.

Nightshade simply smiled as the Wonderbolts began to scream in agony, casually strolling around in between all of them as she watched them thrash and twitch, grabbing and hugging themselves as the sudden, incredible pain clawed and gnawed at them endlessly.

“Yesssss… YES!” Nightshade couldn’t hold in her satisfaction as she admired her work. “Oo! I’m getting chills!” she inhaled sharply, her breath hissing between her teeth as she bit her lower lip. “It’s music to my ears! Keep singing!” she said in a tone that sounded just short of insanity. She burst into uncontrollable laughter, holding onto her stomach as if she was being tickled.





“N…NO!” Silver gritted his teeth as he watched the scene play out. He already couldn’t believe what he was seeing, and now she was simply torturing them! He felt a sudden guilt grip his chest as he peeked around and his eyes fell on Dash, Squall, Matteo, and Storm. 

He had convinced them to turn around, he had drilled them into believing they could be victorious… and while he didn’t regret that mindset or approach, he had woefully underestimated Nightshade. If he had known THIS is what he was sending them back into he may have considered other options, possibly to save the top tiers instead of fighting beside them.

But what was done was done… and a heavy price had already been paid. He couldn’t dwell on what had happened, instead focusing on what he could do… 

But what? Was there any option? Was there any possible course of action here?

Silver blinked as he heard a whimpering noise behind him. 

“What the fuck… what the fuck…” Blaze swore in a broken, shaky voice behind him. Silver turned around and saw her struggling to prop herself up. She was staring out towards Nightshade and what she was doing to the rest of the Wonderbolts, shaking in fear as she watched them be tortured by the magic. She only had a partial view, but it was more than enough to scare her out of her own suit. “This isn’t real… this… oh my god, what is happening…?!” she continued, sounding completely senseless and unable to comprehend it all. The fact that ONE pony was doing this to ALL of them. “How is she so strong…?” she kept going while shaking her head. “How is this possible?!”

Silver gritted his teeth as he listened to the whimpering words. Under normal circumstances, he’d tell Blaze to suck it up and get on her hooves… but unfortunately, he agreed with her here. In all his years as a Wonderbolt, he had never seen or experienced anything like this. The Shadowbolts were strong, they were clever, they had strange powers, but they had learned to fight against them. But THIS… Nightshade was in a league of her own, hell a whole different universe! Nothing Silver had seen so far from the Shadowbolts held a candle to this.

While he fought a mental battle to decide what to do, he couldn’t help but ponder… why?

If the Shadowbolts had Nightshade, a pony capable of THIS… then why had she remained behind the scenes for so long? If she was really this strong what had been keeping her from simply coming out until now?

Silver blinked, completely ripped from his own thoughts as four shadows of various sizes suddenly passed overhead. He immediately looked up into the sky before quickly peeking around the rock again to see.

“Huh?” Nightshade’s ears twitched as she abruptly stopped laughing, four shadows rushing along the ground towards her. She blinked and looked up “Oooooooh?” she blinked, her eyes lighting up with delight… as four pegasi passed overhead and landed behind her. She grinned devilishly as she turned around to face them. “My, my, what have we HERE?” she asked in a sly tone.

With Nightshade facing away, Silver took the liberty to poke his head out a little farther to see who had just joined the fray, his eyes widening briefly when he finally got a good view.

Shine Struck.

Playbitz.

Swift Justice.

And Calm Wind.

It was Squad Zero.

While Silver was relieved to have backup… it was clear something was wrong. All four members of the special force squad were staring out at the downed and tortured Wonderbolts… looking as if they were filled with sudden guilt.

“Oh god…” Playbitz spoke up as they all looked around at the fallen Wonderbolts. “We…” he gritted his teeth.

“We screwed up again…” Swift followed up, but they both flinched as Shine threw her wings out.

“Guys… enough…” she said, keeping order despite looking just as distraught as the rest of them. “We’re here now. Forget about everything else.”

“Hmmm…” They all looked forward as Nightshade hummed and approached them. “These are some new faces…” she said as she scanned them slowly. “And you’re a squad of four… so that means you’re not recruits.” She stopped, blinked, and smiled. “Oh! Wait a minute! I heard about you four from Blade!” she said as she smiled. “You must be the ‘secret special force’ I’ve been hearing about! My what an interesting crew…” she said as she looked them over again. 

“We’re Squad Ze—” Swift was cut off as Calm reached a wing forward and stuffed it over his face. 

“Swift… That’s supposed to be a secret…” Calm said quietly under his breath.

“Squad Zero?” Nightshade spoke up, causing Calm and the rest of them to flinch. “Some secret… you certainly don’t look like Wonderbolts… I can see it as sure as your standing there. Did they pull you off the street or something?”

“They kinda di—” Swift was cut off again as Playbitz threw a wing over his face this time. The other three glared at him as he shrugged. 

“How cute,” Nightshade sneered as she started walking towards them, leaving the wailing Wonderbolts behind her. “And what was that you were saying when you landed? Something about screwing up?”

“We got lost while follow—”

“DAMMIT, SWIFT! SHUT IT!” Shine growled at him as Swift threw his hooves over his mouth.

“Yeah I think I’ll do that…” Swift nodded, his voice muffled behind his hooves. Nightshade burst out laughing.

“So let me get this straight… You were sent to follow these losers…” she pointed at the Wonderbolts. “And you got LOST?!” she paused as she snickered and shook her head. “Some special force you are!”

“That was only part of our orders,” Shine spoke up, glaring towards Nightshade. “So we messed up the following part… but we were also told to step in and help if they ran into trouble,” she explained full-out, no longer caring about the situation because of how condescending Nightshade was being.

“If you ask me…” Nightshade chuckled as she glanced over her shoulder at the Wonderbolts. “You screwed that one up too!” she taunted, causing Shine to glare harder, gritting her teeth as if fighting to deny it.

“Not entirely…” she grumbled. “We already have a reputation of falling short of what’s asked of us… and this isn’t going to help us. But if ANYTHING…” she paused and looked back at the rest of the squad. “We won’t lie down and give up when we can still help! The Wonderbolts are down… but we’re not. We’re here to rescue them!”

“HAHAHAHAHAHAHA!” Nightshade laughed so hard she reared up on her back legs and kicked her front hooves several times before slamming them down and grabbing her stomach. “That’s the most outrageous thing I’ve heard all day… You four? A bunch of no-names they pulled off the street… think you can save them from me?” She kept snickering as she shook her head. “Look behind me… all but four of these chumps are top tier Wonderbolts. I’m not about to believe that the four of you are remotely close to as good as them… I think you’re walking into your own demise!”

“You don’t know us!” Shine growled at her. “We may not be as good as they are, but like you said, we are ‘no-names!’ You don’t know anything about us or how we fight!” she took a step forward. “I don’t care how bad the situation is… we have something to prove! The Wonderbolts put their faith in us… so we’re going to fight like Wonderbolts!”

“And the Wonderbolts put their ‘faith’ in ‘stupidity’ it seems,” Nightshade shook her head, but smiled. “But hell, who am I to deny some more fun? Especially with some new toys?”

“Ready up!” Shine yelled, ignoring her as Calm, Swift, and Playbitz shifted into a diamond formation behind her.

“Tell you what,” Nightshade kept going as her crystals began to glow. “You want to prove yourselves? Okay… SHOW ME WHAT YOU CAN DO!” 

In the blink of an eye, the crystals flashed, revealing several prepared magic attacks in the form of the Shadowbolt commander techniques. Large globes floated up from the ground around Squad Zero, Small, controlled spheres orbited around Nightshade and small pin-needles of magic hovered above Nightshade. She launched both the spheres and the needles as the globes around Squad Zero began to flash.

“HEAVY SHIELD MANEUVER! DEFLECT! DEFLECT!” Shine yelled out.

The instant Shine gave the order, they rotated clockwise in their formation to put Calm in front, Swift in the back and Playbitz and Shine on the sides. Playbitz and Shine both lashed out, using refined magic deflection techniques taught by the Renegades to knock away every single large globe. Calm placed himself in front of all of them, tensing his body while throwing his wings and arms up in front of him to willingly take the small pin sized blasts. The spheres circled around them all, spreading out and flying at them from all directions. Swift moved quickly, zipping around in front of them, showing off his agility as he managed to dip beneath legs and over backs in order to reach and deflect every single sphere. Nightshade followed up by launching Shadow’s burst wave. Playbitz and Swift moved to Calm’s sides with Shine standing in front.

“HEAVE…” Shine began.

“HO!” the three stallions finished as all four of them slammed their wings to the ground and threw their hooves up, the wave of magic bending and shooting upward harmlessly as if they deduced exactly where it’s focal point was.

“Huh…” Nightshade tipped her head while raising her brow as Squad Zero frantically got back into their formation and faced her, all panting loudly from the hard effort they just gave. “I admit… that was pretty impressive… you seem a little more adept at magic defense than the others…” she smiled and rubbed her hoof against her bottom lip. “Special force, eh? Something tells me this was exactly what they recruited you for… not a bad plan, I’ll have to give Spitfire some credit I guess…”

“STAY… ALERT…!” Shine yelled in between breaths as the rest of them panted with her, showing just how difficult it was to pull off what they just did.

“Okay, you passed that little test… but that was the easy one…” Nightshade sneered while cracking her hooves. “I wonder if you can handle it… while in full hoof to hoof combat as well!”

The moment Nightshade finished, she launched towards Squad Zero, all four of them reacting by shooting up into the air to create space, only for Nightshade to immediately catch up and force them to engage her.

Silver braced himself as Nightshade left a powerful burst of wind in her wake, one that reached all the way back to his hiding spot. He stared up into the sky as Nightshade engaged Squad Zero, attacking them directly while sending wild magic attacks at them as well. 

Silver had faith in Shine’s abilities. He had been critical of the whole squad from the beginning, but wasn’t about to disregard that they had performed better than he expected. However… he wasn’t sure, after what Nightshade had already done, if the special force had any chance at all. Their magic deflection techniques were well above those of the elite Wonderbolts, but when it came to pure combat, they fell short… and Nightshade was sure to quickly figure that out and exploit it.

“Ah!” Silver gasped as Nightshade suddenly grabbed Playbitz and the two of them shot down… right towards the fallen Wonderbolts! Silver held his breath, cringing as Playbitz barely managed to get free in time before pulling up, he and Nightshade coming dangerously close to crashing into or colliding with the Wonderbolts. Silver looked down as he felt a slight tremble on the ground beneath him. Calm was on the ground, thundering along in a full gallop. “WATCH IT!” Silver yelled instinctively as Calm spread his wings and lifted off right before accidentally trampling on the Wonderbolts. Silver exhaled as he looked up and saw Calm’s attack from below separate Nightshade from Playbitz, Shine suddenly appearing from beneath Calm’s wing and shooting off his body towards Nightshade. Nightshade batted her away, her eyes glowing and firing the standard magic beams towards the two large stallions. Swift appeared over the top of them and deflected each one with fast, barely visible motions. "SHIT!” Silver cringed as some of the deflected blasts shot down towards him, slamming to the ground behind him and one of them hitting Matteo on the ground.

“ARGH!” Matteo cried out as he rolled over, running into Squall and Dash, who also yelped in pain from the sudden extra pressure. Silver looked out towards them with alarm, but was forced to shield himself as Nightshade, zipped down right over the ground, Calm following after her and Playbitz freefell from above to join. They left a powerful gust in their wake, causing several groans of pain as the Wonderbolts shifted, some of the smaller ones rolling from the force.

That did it, Silver couldn’t take it anymore. He appreciated that Squad Zero showed up and engaged Nightshade… but his fellow Wonderbolts… his friends… his family… They were stuck in the crossfire! He had to do something!

“Blaze!” he yelled towards her, but Blaze didn’t reply, she just stared at him as she sat back on her plot, still shivering and staring towards the carnage. “I need your help! We have to move them!” he yelled, pointing out to the Wonderbolts. “Get up! Let’s go!” 

“Uh… uh… UH!” Blaze babbled, blinking several times.

“BLAZE!” Silver barked her name. “AH!” he reached up and grabbed the cliff side as a volley of spheres rained down, two hitting the rock formation above him, the others landing right in the middle of the Wonderbolts, several cries of pain following. Silver looked up to see Shine and Swift deflecting spheres as Nightshade peppered them towards the duo. “Rgh!” Silver growled as he stomped over to Blaze and grabbed her by the arm, trying to hoist her up, but his own body retaliated, the stiffness sapping his strength. Determined, Silver instead started dragging her. “GET THE HELL UP!” he yelled as he got her to the edge of their cover, but when he looked back and saw that she was still frozen in fear, and just staring at him, he dropped her roughly. “FINE! I’LL DO IT MYSELF!” he proclaimed.

Leaving Blaze behind, Silver forced himself out into the open, pushing his body into action as he moved towards his fallen comrades. He kept his eyes peeled, occasionally glancing up to keep tabs on the battle raging overhead and avoid becoming a casualty himself.

“Hrgh! RGH!” Silver grunted and gasped, ignoring the stiffness and pain of his worn out body as he reached the first Wonderbolt closest to him, High Winds. She had her eyes shut and was hugging herself as she cringed, rolling back and forth with tears streaming down her face. Silver quickly reached down to her, but the moment he touched her, a sudden, sharp pain ran into his hoof and up his arm. He looked down to see the aura around High Winds’ body reaching up his arm. “AH!” he gasped, squinting as he pulled his arm back and shaking it out. 

It seemed that if he touched them, the magic affecting them would affect him too. His already tough job just got much tougher.  Silver blinked and looked up sharply as Playbitz suddenly hit the ground hard just a few paces away.

“GAH! SHIT!” he yelled as he quickly rolled up onto his hooves and launching back up into the air before a volley of the pin needles rained down. Silver gasped, stepping up and putting himself in front of High Winds, shielding her and himself as the pins rained down. Only a few hit him, but it was enough to force him down to the ground.

“Dammit!” Silver swore as he struggled to push himself back up, fixing his eyes on High Winds again. “Screw it!” Silver yelled as he reached down and willingly grasped High Winds by the shoulders. “AHHHH! AH!” Silver yelled as the pain shot through his body, the aura traveling up into arms. But he ignored it and slowly dragged High Winds along the ground with every bit of effort he could muster. He eventually got her over to the rock formation, somewhat protected by the rock wall that extended above. “GAH!” he let go, the light leaving his arms and the pain subsiding...

But that was only one… the rest of them were still out there.

Silver looked out, wincing as Nightshade shot by overhead again with all of Squad Zero behind her. It was like she was taunting them. Silver shook his head.

“I’m too fucking OLD for this…” he cursed as he jumped back out into the fray, moving up to Air Mach and Surprise near where High Winds previously was. 

“AHHH! OW!” Calm’s voice rang out from above. Silver looked up as he knelt down beside his two comrades to see Nightshade on Calm’s back, her arms around his neck and squeezing as Calm struggled to stay afloat. 

“Aren’t you a big hunk of stallion?” Nightshade teased as she continued to yank on his neck, sliding her head down the side of his face and pressing her cheek into his neck. “You must hit the gym a lot… too bad it takes more than big muscles to handle me!” she yelled as she lifted her back legs and jammed her hooves into Calm’s back… right in the spot he had been gravely injured in during the Nimbus takeoff.

“AAAAAHHHHHHH!!!!” He yelled out in pain as he dropped like a rock out of the air, falling right towards Silver. 

“Aw hell!” Silver growled, reaching down and tensing his body as he touched Surprise and Air Mach. Ignoring the pain shooting into him, he gave them both a hard yank backwards, pulling them and himself out of the way right before Calm crashed to the ground, Nightshade leaping off his back while laughing and shooting back into the air.

Silver fell back with Surprise and Air Mach sliding next to him. He frantically looked up as Calm forced himself to his hooves and broke into a shaky gallop to take off again.

“COME ON!” Silver yelled as he grabbed the two beside him again and pulled them back towards High Winds, slowly and painfully making his way back over inch by inch, yard by yard. “Hahhh! Ha…” Silver panted as he let go, Surprise, High Winds, and Air Mach now all together.

He glanced between the three of them, all of them looking like they had never felt so much pain in their life. High Winds and Surprise were both in tears, and it looked like Air Mach was on the verge of crying as well. It looked like pure, unending torture. Silver couldn’t stand it.

He reached down and clasped a hoof with one of High Winds’ then reached over and did the same with Surprise. He felt the shocks of pain, but ignored them as he gently pulled the two of them together.

“SUPPORT EACH OTHER!” Silver yelled at them as her reached their hooves towards one another. “FACE THE PAIN TOGETHER!” he encouraged as he touched their hooves, Surprise and High Winds immediately grasping hold of each other. “YOU ARE WONDERBOLTS! YOU ARE A FAMILY! YOU’RE ALWAYS THERE!” he yelled as he let go and reached over to Air Mach, using both his hooves to shift him over. He grabbed Air Mach’s arm and yanked it over to High Winds. Air Mach grasped High Winds’ shoulder as Silver brought him over. “BE THERE FOR ONE ANOTHER!” Silver pleaded as he let go and fell back, gasping and panting with a hoof over his heart. It was beating furiously, not from its usual weakness, but from how much he was straining himself right now in general. 

He looked back out gritting his teeth as he still had his work cut out for him.

“Dammit… DAMMIT!” Silver spread his wings, cringing as a few cracks and pops sounded out from his back. “I… WON’T… GIVE… UP!” he encouraged himself as he hopped up and glided out, shooting towards Fire Streak and Lightning Streak. “Ah!” he grunted as he landed, stumbling and nearly falling forward as he landed between the twins. He barely avoided falling, but moments after a globe of magic hit the ground right nearby… exploding.

Silver yelped as the force knocked him off his hooves and also sent Fire Streak rolling right on top of him. Silver quickly pushed out from beneath and stood up, squinting as a burst of wind rushed past him. Swift and Shine were engaged with Nightshade directly overhead, ganging up with Shine focusing on offense and Swift defending her with his quick movements. This included deflecting anything Nightshade shot at them… making where Silver stood a very hazardous spot. 

He looked back and forth at the Streak twins, his eyes widening when he spotted Misty Fly right nearby as well. His instincts got the better of him as he refused to leave any of them in imminent danger. He stepped over to Misty Fly, grunting as he stuck his nose under her and got enough leverage to shimmy her over his head and up over onto his back. He turned and staggered over to the Streak twins, reaching down and hooking one arm with Fire, hoisting him up and supporting him with his shoulder, sticking that hoof back down as he used the other to grab Lightning Streak by the arm.

“AaaaaggghhhhhhhRRGGGHHH!!!!!” Silver groaned and growled as he felt sharp pains from three different sources, taking it willingly as he began stomping back toward the cover, carrying the weight of three Wonderbolts on his shoulders at once and fighting back against any pain his old joints hit him with. He didn’t give a single damn. He was hell-bent on securing his family no matter how much it hurt.

He struggled through every step, pulling the three other members of squad three along slowly until he finally reached cover. He gasped and fell, letting go of Lightning Streak with Fire and Misty falling down on top of him. Fighting back the pain from the magic, he pulled himself out, only to touch them again in order to pull them together.

“DON’T FACE THIS ALONE!” he pleaded to them as he had to the others thus far, pulling the three of them together as he edged them towards the others he had saved. The Streak twins and Misty all reached out as Silver touched their hooves together, grabbing hold and hanging on to each other.

“I… ah…” Silver staggered away from them, shaking his head as the temporary pain subsided and left him briefly dizzy. He lifted his goggles up and looked out, gritting his teeth as he saw Fleetfoot, Storm, Squall, Dash, and Matteo still out. “RRRRRAAAAAAAAAGH!” he roared as he pushed his goggles down and rushed back out, forcing his legs into a painful gallop as he refused to back down. He looked up towards the fighting above just in time to see Playbitz nearly get blindsided by Nightshade, only to have Swift slip in at the last moment to catch her punch and try to divert the force. Nightshade tensed her body, not allowing him to turn her as she sneered.

“Well then… I’m starting to get what you’re good at,” Nightshade chuckled as Swift kept trying to push her arm, Playbitz rounding upright out of his fall and shooting back up to come around and assist, but the maneuver left Swift on his own. Shine was unable to help either, currently down on the ground trying to help Calm get up after a nasty crash. “You haven’t thrown a single attack at me… you’re only defending, acting as a shield for the others.

“Rgh…” Swift released her as he shifted back, but Nightshade stayed with him, not allowing him to create space between them.

“Let’s see…” Nightshade sneered as she pressed forward, forcing Swift to square up and ready his hooves and wings. “I wonder just how good your defense is!” Nightshade began rushing forward, throwing fast punches and kicks. Swift blocked them all skillfully, using a combination of arm and wing swipes. “Not bad… not bad…!” Nightshade taunted as she kept up the attacks. “Let’s go harder!” she said in a sexual manner while bouncing her eyebrows. Swift didn’t have time to absorb her tone because her attacks suddenly doubled in speed, moving incredibly fast, every punch and kick barely blocked in time as Swift was forced to also shift his body as he blocked.

“Yikes!” Swift yelped as he pushed his wings back, dropping a few yards down to avoid a punch aimed at his face, but he was instantly forced back on the defense as Nightshade followed right after him, continuing the faster pace.

“Don’t slip now! You’re doing well!” she chuckled as kept up the assault. “Okay… FINAL TEST!” she suddenly said, Swift’s eyes widening in disbelief.

Nightshade pressed even HARDER, punching and kicking even faster! It was so fast that there was barely half a second in between each attack. Swift was pushed to the limit, his eyes darting about as he desperately tried to follow her movements, blocking each attack by a paper thin margin, and doing most of the defending right up against his body… but he couldn’t keep it up. Nightshade eventually got an attack through, her hoof hooking him right across the face. The moment he was staggered, she absolutely unloaded into him, beating him senseless all over his body. 

“SWIFT!” Playbitz yelled as he finally arced around above, beginning a freefalling towards Nightshade. But he was far too late. Swift was beaten and bruised, coughing and wheezing as Nightshade finally stopped, his wings giving out as he slowly tipped downward, but Nightshade decided to rub it in. She brought around three of her crystals, clamped them together in front of her, and gathered magic into them. They released Shadow’s Burst Wave. 

“GAAAHHH!!!!” Swift cried out as the surge of magic energy crashed against him and propelled him downward. 

Silver gasped as Swift hurled towards him, diving out of the way as Swift crashed right nearby.

“GRH!” Silver grunted as he landed on his side and slid across the ground. He looked up towards the remaining Wonderbolts first before making a quick glance at Swift. Swift was already pushing himself up, groaning in pain, but moving nonetheless. Silver gritted his teeth, forcing himself to follow his priorities and help the other Wonderbolts first. Swift was down, but he wasn’t being tortured by magic. Silver wasn’t considering aiding Squad Zero until the rest of the Wonderbolts were in the clear first.

Silver glanced up just in time to see Playbitz clash with Nightshade from above, but Nightshade simply turned and caught his hooves, only moving down a little as she completely braced against his free-fall. With her back turned to him, Silver sprung back into action, continuing on his path and sliding to a halt between Storm and Squall. He looked left and right, but Matteo, Dash, and Fleetfoot were not in the direct vicinity.

“AH!” Silver gasped as Nightshade suddenly slammed to the ground in between him and his view of the others, wrestling Playbitz down onto his back before straddling his body and locking herself down over him. 

“HEY! GET OFF!” Playbitz demanded as Nightshade simply licked her lips. 

“I like those nose scars… give me a few minutes here and I can give you a few more, maybe right next to them if you’d like!” she said while biting her lip, running her hoof over his nose as he tried to edge his neck away. 

Silver remained still, lowering himself down in between Squall and Storm, hoping that Nightshade wouldn’t turn and see him, but she was completely focused on Playbitz. Not only that, but the ground began to tremble… again. Silver glanced over Storm’s body to see Calm Wind, back on his hooves and pounding the ground with his heavy, thunderous steps as he galloped to Playbitz’s aide. 

“Whoa there!” Nightshade grinned as she turned her eyes towards Calm, releasing Playbitz and turning as Calm lowered his shoulder into her, colliding with her and pushing her back violently. Nightshade dug her hooves into the ground, but Calm kept going, loud crackling and crumbling noises coming from the rocky ground beneath Nightshade’s hooves as he tried to stop the juggernaut. “YES! HAHA! COME ON! SHOW ME WHAT YOU’VE GOT!” Nightshade encouraged, laughing as she egged on Calm. 

Silver looked back to see Playbitz take back to the air while Shine landed nearby to check on Swift. He wasted no more time as he reached up and grabbed Squall and Storm by the shoulders, digging his back hooves into the ground and flapping his wings to help him pull them along the ground. By now he didn’t even blink at the extra pain as it traveled up his arms. He expected it and was ready for it each time and care much more about getting his fellow Wonderbolts to safety.

He grunted as he made it back, pulling the two stallions over to the gathering of their fallen brethren. 

“HELP EACH OTHER!” Silver yelled to them as he nudged them up to the rest. Squall and Storm hooked one hoof with each other, reaching the other out, Storm finding a free hoof from Misty, and Squall finding another from High Winds. “PULL THROUGH TOGETHER!” Silver yelled, stumbling as he turned back out and locked his eyes on the last three… who were also the furthest away. 

He was almost done. He didn’t know what his efforts would mean or do. The situation was dire… but he was determined to protect them all.

He surged back out, galloping as fast as his old legs could take him. Each step wrought with pain, but after all his years as a Wonderbolt, his pain threshold was built with steel. Pain NEVER mattered as much as the lives of his comrades. Even if he was missing all of his legs he still would have tried to save them. Silver turned his head to the left as he sprinted, his eyes quickly aiming up as he saw Playbitz… falling and flailing. 

“Ah! Rgh!” he grunted as he failed to gain control despite his midair prowess and large wings. He zipped right over Silver’s head, but Silver kept looking, eventually finding the source of his movement. Nightshade finished spinning, as if she had just thrown something, followed by aiming all six of her crystals towards Playbitz’s path. They glowed brightly before releasing a bright flash. 

Silver blinked and looked back towards Playbitz…

Ten large globes of magic popped up from the ground right where his trajectory was leading him. Playbitz couldn’t do anything. He flew right at them, the globes exploding violently as he hit the ground. He cried out, the explosions bouncing him right back into the air, but limply as he fell right back down with a trail of smoke behind him.

“Shit!” Silver cursed as he refocused and forged ahead. That was two of them down… was all of this effort for naught? He struck the thought from his head as he heard Calm and Shine engage Nightshade. He still had time, so he would use it!

He skidded to a halt in front of Matteo, his expression going flat when he realized something…

How in the world was he going to efficiently move the giant griffon? Sure he had just carried three ponies, two of them large stallions, but he had leverage on his side there… and Matteo was larger than both of them combined. It was not going to be a simple task.

“Hrrggrggghghhhhhh…” an uneven groan came from behind Matteo. Silver’s ears stood up as he recognized the voice. He quickly made his way around, looking towards the other two. Fleetfoot was still down, looking more broken than any of them for reasons Silver was unable to immediately deduce, despite the more destroyed state of Fleetfoot’s suit. However…

Rainbow Dash was standing. 

Silver’s eyes went wide and his jaw dropped as he looked upon his student. She was yelling, screaming, crying out in pain, and shaking all over, but she was on her hooves and refusing to fall. She gasped and panted, forcing her eyes open slowly and turning her head to see Silver, her pupils pulsating behind the faint pink aura that surrounded and tortured her. 

Silver just stared for a moment, absolutely in awe that Dash was up after seeing the very same effect keep every other Wonderbolt, mostly top tier elites, down and out. How she managed, he had no idea, but she was up, and fighting it. It filled his chest with a swelling sense of pride that his student was pushing back so strongly. Silver hardened his eyes and quickly turned towards Fleetfoot, reaching down and picking her up, gritting his teeth against the transferred pain as he shifted her up onto his back. He turned around and faced Dash as she slowly followed him with her eyes. The two of them stared at one another for a moment, before both looking at Matteo. Silver didn’t need to explain… he knew Dash would follow him.

“DASH! HELP ME OUT HERE!” he yelled as he moved towards Matteo and grabbed one of his arms. Silver glanced up to see Dash still staring, but before he could say anything else, Dash grunted, wheezed, and groaned as she forced her body into action, taking slow, heavy steps towards them before painfully reaching down and grabbing Matteo’s other arm. She was still wailing and screaming as the pain gnawed at her, but she showed her determination, resolve, and loyalty by rejecting it and helping Silver.

Slowly but surely, the two yanked on Matteo’s arms, dragging him along as Silver carefully balanced Fleetfoot on his back. Silver made several glances up above, where Calm and Shine were still fighting… at least they were trying. Nightshade was practically toying with them. Calm and Shine worked together the best they could, using several team maneuvers, some of which Silver had never seen before, but Nightshade repelled each one. Calm was basically using himself as a meat shield, shifting himself in front of every attack Nightshade threw at Shine, either physical or magical. His suit was being riddled with burn marks from the magic and small rips and tears were appearing as Nightshade bludgeoned him with her hooves. He looked exhausted, but he refused to yield, Nightshade almost seemed to be enjoying the sight of it.

Then Nightshade suddenly rushed forward, ignoring Shine Struck as she rammed herself into Calm’s chest and pumped her wings, causing him to tip back in midflight and grunt loudly as she turned him down and started driving him towards the ground. Her crystals shined brightly, the energy collecting in her arms like Sin as she pushed him harder and harder.

“CAAAAALM!” Shine yelled as she tried to give chase, but she was feeling the blows herself and unable to assist.

“Brace yourself!” Silver yelled to Dash, whether she was capable of doing so or not. Silver ducked, covering his head as Nightshade drove Calm right into the ground, a loud CRASH sounding throughout the canyons as she punched the magic force through him, spitting up rocks and debris as it created a small crater.

“AAHHHHHHH!” Calm’s voice came from the crater shortly after as Silver glanced up, Dash laying against him after being knocked over. Silver could only barely see the top of Calm over the edge of it, but he could clearly see Nightshade laying her body out over his as he lied on his back.

“Mmmmmm…” she hummed as she rested her head on his large chest and rubbed her cheek softly over his muscles, shivering as she felt them twitch and tense in pain. “What’s your workout routine?” she asked casually, sliding her body up to look at Calm’s face as he continued to pant and gasp in pain. “I want to put every Shadowbolt stallion… and mare for that matter, on your regiment. Boy would that spice up my life!”

“GET OFF OF HIM!” Shine yelled as she dove down and touched to the ground, mimicking Calm’s style of landing and turning the momentum into a gallop. 

Nightshade grinned as she jumped off Calm and landed on the ground outside the crater, waiting for Shine to reach her. Shine suddenly launched up into the air shooting at least thirty yards above before copying Playbitz’s free fall and diving down.

“Batter up!” Nightshade yelled as she collected three of her crystals around her hoof and Blade’s sword extended from it. She lifted up on her hind legs and twirled the sword behind her like a bat, swinging the moment Shine reached her. But Shine spun, using a shift dodge similar to Swift to slide right past the swing and threw a punch, startling Nightshade and actually catching her right in the cheek. 

But the size and strength difference spoke for itself, the punch not even fazing Nightshade or pushing her a step backwards. Shine cringed as she touched down behind Nightshade, sliding to a halt between her and Calm while grasping and shaking her hoof.

“You on the other hoof… should probably hit the gym more!” Nightshade taunted as Shine glared and growled, remaining determined despite being the last of her squad standing. 

“I’m not done!” she yelled.

“Yes you are,” Nightshade said right back without a moment in between, causing Shine to flinch. “You were done before we even started. I haven’t even boosted my strength with the crystals like I did against the elites!”

“Wh…what?” Shine blinked, her eyes widening beneath her goggles. 

“Believe it, shorty… I’m not even trying. You four are… interesting, but compared to the real Wonderbolts, you’re trash. But if you want another run at me… go ahead, I’m dying to show you how pointless it is!”

Shine slammed her eyes shut and shook her head. She gritted her teeth as she pulled back and launched right at Nightshade, tipping her body up and taking a stance in the air as she flung towards Nightshade, prepared to use every fighting technique of her own martial arts in attempt to prove Nightshade wrong.

But it was a fruitless effort. Shine tried and tried and tried, throwing multiple punches and kicks at Nightshade, most of which she simply took willingly as she smiled and chuckled.

Silver watched the scene unfold, cringing as he watched Shine Struck fight with all her might to no avail. The more the situation unfolded, the more useless all his efforts felt, but the fire in the pit of his stomach refused to fade.

He got up, helping Dash stand as he did, she held herself strong against the pain once again as he encouraged her to keep going. Silver made sure Fleetfoot was stable on his back as he and Dash continued to pull Matteo along, using the little bit of time Shine was buying them to get back to the others. 

Silver and Dash yanked and pulled on Matteo’s arms, slowly moving him along until they finally got him over to the rest. Silver pushed Matteo up towards the others, setting Fleetfoot down beside him. Fleetfoot immediately reached out and grabbed hold of Fire Streak’s shoulder, searching for comfort in her peers without Silver having to encourage it. Silver panted as he was once again free of the magic pain, looking over all the Wonderbolts. His eyes landed on Blaze, still shocked and frozen nearby, only now she was looking at the Wonderbolts instead of Nightshade. Silver shook his head, his eyebrows slowly pointing up as the reality of the situation kept slowly setting in. 

How in the world were they going to get out of this one?

“Hrrghh…” Dash suddenly grunted, drawing his attention. Silver looked back towards her to see Dash… turning towards Nightshade? She was still surrounded in the magic, still groaning in pain, and still shaking… but she was looking right towards the enemy, taking very shaky steps. 

Silver couldn’t believe it. Even in the face of certain doom, Dash was forcing herself. What the hell was he doing, sitting here and wondering if it was all pointless? He had no right to entertain the thought as long as some of them were willing to get up and fight. He—

“Hey!” Nightshade suddenly called towards the Wonderbolts. 

Silver flinched, blinking as he looked up and saw Nightshade looking RIGHT at him. She was holding a heavily beaten Shine Struck up in her hoof.

“Yeah, you!” Nightshade waved at him while snickering. “The one who’s been sneaking around while I’m up here fighting! I’ve got four more to add to your little pile over there!” she said with a disturbingly playful tone. “Allow me!” 

All six of her crystals sprang to life, glowing brightly as Swift, Calm, and Playbitz suddenly surged towards her, their limp bodies suspended in midair by her magic. 

“Catch!” Nightshade yelled as all three of them flung towards them. 

“Ah!” Silver’s eyes widened as he looked back at the fallen Wonderbolts. He gritted his teeth, spread his wings and hopped up, putting his body directly in harm’s way. Calm hit him first, his weight flooring against Silver. Playbitz and Swift hit Calm soon after, sending Silver back and down beneath all of them. “GAAAAAAHHH!!!! FFFFFFRGGGHHH!!!!!” Silver grunted hard as the pressure of the three pushed down on his body, still feeling the effects of his encounter with Sin. He quickly slipped out from beneath, at least satisfied that he had prevented them from hitting the Wonderbolts. 

“Oops! I forgot one!” Nightshade called out. Silver gasped and got back up quickly, but Nightshade had already chucked Shine towards them. Silver tried to move and intercept, but he failed to move fast enough. Shine crashed right into Rainbow Dash, the two of them crying out as they collided and fell into a pile.

“No!” Silver yelled as he moved towards them but stopped when he saw a bright light out of the corner of his eye. He stopped and looked back towards Nightshade, quickly shifting out of the way as four streams of pink light shot by him… and surrounded the four members of Squad Zero.

Silver watched in horror as the four of them began writhing and screaming… just like the rest of the Wonderbolts.

“Wow… all of them had such little confidence and their own personal fears that clawed at them… It’s so easy to turn all of that into pain!” Nightshade said with a giggle as she started strolling towards them.

“My god…” Silver said again, gritting his teeth as he looked back and forth between Nightshade and the Wonderbolts, his mind racing.

But he was given an unexpected moment of respite when Nightshade suddenly stopped in her tracks, her ears twitching as she looked up into the sky. Silver blinked and looked up, but couldn’t see anything.

“FINALLY!” Nightshade blurted out while shaking her head. “Seriously, what took him so long?!” she complained as three of her crystals floated away from her. “Excuse me for a second,” Nightshade winked at Silver as the crystals floated towards Shine and Dash, but stopped about five yards away from them and slowly lowered to the ground. They touched down, and phased into it, disappearing completely. “I’ve got a quick bit of business to attend to!” Nightshade added as her three crystals orbited around her, moving faster and fasted until Nightshade herself… faded and disappeared. “Hmhmhmmmmm…” her humming giggle confirmed that she had not left… but apparently, she was able to conceal herself, blend in to her surroundings.

Silver stayed alert. He was confused as to what was happening, but refusing to believe that he had simply been let off the hook, especially with Nightshade’s little move where she hid three of her crystals. And what was she talking about before the… ‘preparations?’”

Suddenly, Silver heard what sounded like the pounding of powerful wing strokes. He blinked and looked back up in the direction Nightshade had upon being distracted.

“What the…?” he said as somepony approached at an incredibly speed. They quickly came into view. “Commander Soarin?!” Silver reacted with a mixture of surprise and alarm before bracing himself. A large burst of wind shot from Soarin’s wake as he dove down and slammed his hooves to the ground, skidding to a stop before frantically turning and looking around. 

“Wh…WHAT?!” Soarin instantly reacted, his eyes going wide as he looked around at all of the Wonderbolts strewn about on the ground, wrapped in faint pink auras while groaning and wailing in pain. “WHAT THE HELL?!” he yelled out as he took a few steps, examining all of them from where he stood.

Silver shook his head out after holding himself steady against the gusts, looking up to see he was not in Soarin’s view. He quickly moved up around Calm to get a look at Soarin, but Soarin was not looking in his direction. Soarin’s eyes had locked on target elsewhere.

Silver glanced over, and was not surprised to see Soarin was staring right at Rainbow Dash. Silver had no idea what was going on. He knew why Soarin had showed up, if Dash’s explanation of their connection was any indication, but rather, he wondered how Soarin managed to slip out of the compound. The details on Soarin’s arrival could wait because realization hit Silver like a ton of bricks.

Silver gasped as Soarin immediately broke into a gallop towards Dash while calling her name. 

Soarin had no idea Nightshade was hiding… or that she had just done something suspicious with her crystals near where Dash was lying on the ground. It was as if Nightshade knew exactly what was going to happen… because Soarin was moving DIRECTLY where she had hidden the crystals!

“COMMANDER!” Silver yelled out, but Soarin didn’t stop. “COMMANDER SOARIN! STOP! THERE’S—”

His words didn’t reach Soarin. He was too focused on Rainbow Dash. 

The moment Soarin stepped on the spot, the three crystals sprang up from the ground around him, each one of them directing a beam of magic towards him. 

“HUH?!” Soarin blinked as he suddenly came to a halt and couldn’t move. His eyes widened, his pupils darting back and forth at the two crystals he could see in front of him, the magic pouring from the crystals morphing to almost look like chains as a bright pink aura encased him. He couldn’t move, no matter how hard he tried. 

His eyes darted back to Dash as she and Shine next to her both struggled to look up at him. He could see the pain in their eyes, the sight nearly distracting him from the sudden situation he was in. It was clear he had just fallen into a trap, but whose? Where were the Shadowbolts and how did they bring down ALL of the top tier Wonderbolts?

“HRRGGH!!!!!” Soarin immediately focused on getting free, straining his body against his restraints. His body tensed and his muscles flexed. With the extreme efforts he found that he was able to move his body, but it was only very slightly, it felt like he was being held down by hundreds of pounds. 

“Mmmmmmm…” 

Soarin blinked and his eyes darted left and right as he heard the seductive hum. Something about it was chillingly familiar, but in the moment he couldn’t pinpoint it.

“My, oh my… Please… keep struggling, I’m having fun watching!” the voice continued.

“Wait…” Soarin froze as it came to him… more like slapped him right in the face. There was no mistaking it. 

Then right before his very eyes, a faint pink glow drew itself around the outline of a pegasus. It grew brighter and brighter until a faint image… a familiar faint image, began to appear within it.

Soarin’s jaw dropped as Nightshade became visible, and sneered at him as she stood between him and Rainbow Dash.

“NIGHTSHADE?!” He didn’t stutter or hesitate. The instant he saw her he blurted her name out in disbelief as if he simply denied it the moment she came into view. His brain was running circles, trying to figure out if what he was looking at was real or he was suddenly dreaming. 

But there was no doubt about it. She was standing right there in front of him. They never confirmed if she was alive, but a small part of him wasn’t surprised… not to mention there was no other pony who could have possibly downed all the Wonderbolts. But even that was a stretch, at least to his past knowledge of her.

Nightshade smirked as she stepped up close to him. Soarin blinked as the crystals suddenly moved around him, lifting him up into the air helplessly as Nightshade spread her wings and hovered face to face with him.

“I’m SO pleased that you remember me, honey…” she pulled down her goggles and batted her eyelashes at him, biting her lower lip as her eyes ran up and down his body. “Mmmmmhmmm…” she hummed, shivering a little. “How I’ve missed looking at you, you sexy, ripped hunk of a stallion…”

“How the hell are you alive?!” Soarin yelled at her, hardening his eyes into a glare. He was done being surprised, quickly accepting what he was seeing and instead letting his anger boil up. He really didn’t care how she survived or whatever the hell she had been doing until now. She had just brutally abused all of his friends. That did NOT sit well with him. 

“Hmmm…” Nightshade ignored him, instead shifting forward and lightly touching his chest.

“HEY! I’M TALKING TO YOU!” Soarin yelled, determined to keep his wits about him. 

“Please… yell at me some more, it’s so sexy when you’re angry…” she tried to persuade him as she shifted further, folding her wings up as she passed right into the magic aura holding him, but remained unaffected by it as she pressed her body to his and pushed her face against his chest, rubbing it around up to his shoulders and into his neck. “Oh god yes!” she said with a heavy, sharp sigh, her body nearly jittering.

Soarin gritted his teeth, growling loudly. Nightshade had showed up in a shocking, surprising matter, and was immediately humiliating him as if she had never gone away. She completely ignored his anger and rage as she pleased herself, pulling herself around onto his back and rubbing herself all over him. 

“WHAT DID YOU DO TO MY FRIENDS!?” Soarin yelled out, trying to get an answer out of her, but it was clear that she was completely distracted. Despite his movements being heavily restricted, Soarin bent his neck away as far as he could as Nightshade shifted her neck past his, mushing her face into the fur of his neck as her tongue slipped between her lips. She pressed her tongue to his neck and slowly slid it all the way up towards his face.





“Ahhhhhhhh…” Nightshade exhaled, giving Soarin’s body another squeeze before releasing him and hugging herself, shivering with delight as she bit her lower lip and giggled seductively. She hovered back around and got in front of him, lifting an eyebrow. “I’m sorry… were you asking me something?" she asked with a clear snicker, loving every moment of it.

“YOU HEARD ME, YOU DISGUSTING BITCH!” Soarin belted at her. Nightshade backed up and inch and blinked.

“Please, Soarin…” she gave him a fake pout. “It’s your fault really, if you didn’t take so long to show up… I may not have had to keep myself entertained with your fellow Wonderbolts. Though…” she smirked as she lowered herself down next to Rainbow Dash and grabbed her by the neck. “I’m sure abusing your little Rainbow here sped up your arrival!”

“DON’T TOUCH HER!” Soarin barked, his train of thought slowly derailing as the mere sight of Nightshade holding Dash made him want to tear Nightshade apart piece by piece.

“Kind of late for that, handsome… I’ve already touched her enough to match a late night between the two of you. If you’re keeping score you may want to step up your game, I’m catching up!”

“YOU…!” Soarin was ready to let loose at her again, but the better part of his conscious that was still thinking over the situation hit an absolutely absurd realization. “Wait…” he glanced back and forth at the crystals, the way they were set like a trap, what she had just said about having to ‘entertain’ herself while waiting for him. “You… knew I was coming?”

“Ha!” Nightshade let go of Dash. She yelped as she hit the ground, drawing Soarin’s eyes for a second until Nightshade spread her wings and hovered back up in front of him. “Not exactly…” she said as she tipped her head to the side and reached forward, tracing her hoof around his chest muscles. “I got a little tip from Ruin about this little connection that you and Dashie share. Whenever she’s in danger, that antenna on your head picks it up and you come running…”

Soarin blinked, his anger fading for a moment as she explained. How in the hell did Ruin know about their connection?

“I was skeptical at first, wasn’t sure if it would actually work…” Nightshade continued as she stopped her hoof and poked his chest a few times. “But then I remembered how you think, and how hopelessly devoted you are to little Dashie. You’d sacrifice rank, opinion, trust… EVERYTHING to save her. There is no price too high to ensure the safety of the love of your life. I admit that it’s incredibly romantic of you… but it makes you pathetically predictable. And look…” she pushed off his chest and motioned both hooves towards him. “Here you are! You didn’t disappoint! I’m just surprised Spitfire was dumb enough to let Dashie leave the compound knowing how volatile you are when she’s in any sort of danger!”

“Dammit…” Soarin cursed quietly to himself. It was a trap… a set up… a ruse. Sure there was circumstance that led to his decision to sneak out… but he played right into the enemies hooves, his own personal feelings working against him. 

“Now then,” Nightshade shrugged. “As much as I’d love to keep looking at you and… re-familiarize myself with your desirable physique… I have part of a contract to fulfill…”

Soarin blinked as she turned away from him and focused on Dash. He watched in confusion as her crystals came to life, and surrounded Dash with an aura brighter than the one already around her. Dash gasped and released a weak cry of pain as she lifted off the ground and hovered towards them. Nightshade smiled, keeping her eyes on Dash as she moved her over and placed her on the ground directly beneath Soarin’s prison.

“You know…” Nightshade spoke up as she looked back towards Soarin. “The Wonderbolts have actually done me a huge favor here!” she turned and glanced towards the Wonderbolts. “I have to take you and Dashie back to my employer… but that’s only half of the job we took from him. The other half…” she paused, a grin forming slowly on her face. “Is to eradicate the Wonderbolts.”

Soarin felt the air leave his lungs as the words slipped from Nightshade’s lips and into his ears. His ears flopping to the sides of his head as he looked out at his friends.

“How nice of them to send out so many of their elites… I was really just waiting for Dashie to be let out, but look at all the fun they sent along with her! The Wonderbolts have been a pain… a thorn in my side to say the least,” she glanced back at Soarin. “As much as I’d hate to rid the world of so many… physically conditioned bodies that I would adore to individually interrogate with my hooves… and how much I’d love to pry into their fears, learn what scares them and exploit it for my own pleasures…” She shivered as she taunted Soarin with her sleek, abusive words. “If I’m to keep being supplied… then I believe it’s time to pluck the thorn. The deaths of several top elites will destroy the Wonderbolts from within. Spitfire may remain, but the morale will plummet, making them easy pickings when it’s time to take down the rest. And guess what…?” she hovered up and shifted right up beside Soarin as if she was purposely saying all of these things to try and break him, make him feel hopeless and useless. “You get a front row seat!” she said as she gave his neck a playful nip that made him flinch. “Don’t worry, I’ll bring each of them over here so you can say goodbye before I torture and kill them slowly… right in front of you!”

“No…” Soarin finally managed to speak, but his anger was gone, drained and replaced with fear. He couldn’t move, and for some reason or another, his magic refused to activate as if it was being blocked by the same forces holding him in place. His pupils shrank as Nightshade turned away from him, placed her goggles over her eyes, and cracked her wrists. 

“Mmmmmmmmmmmmmmhmhmhmhm…!” she hummed and giggled. “This is going to be SO delightful!”





Silver’s body stiffened as his ears picked up everything Nightshade had just said. He was still hidden behind Calm, but she would certainly come for him too.

His mind raced, scratching and clawing for what he could do. 

But there was nothing, absolutely nothing about the current situation that could turn things in their favor. The only two that were up and able to resist were him and Blaze, but he was in no condition to fight, and Blaze had shown that she was effectively intimidated.

What could they do? Nightshade didn’t seem like one to bluff about this kind of thing. She just claimed she was going to kill everypony aside from Soarin and Dash and now she was strolling towards them to do just that.

“Yoohoo!” Nightshade finally called out. “I know two of you are still hiding around here! Feel free to come out whenever! I’d love to kill you both first! Or do I have to convince you with some dying screams from your friends?!” Nightshade teased, Silver stiffening up briefly as he realized she was well aware of not just him, but also Blaze.

Silver peeked out around Calm, catching a glimpse of Nightshade as she turned towards the where the top elites and Foxtrot were all grouped together on the ground. 

If he didn’t come up with something quick…

Wonderbolts were going to die.

…

Silver blinked. 

He looked down at the ground.

He slowly picked up his front hooves and held them near his face. His hooves were shaking… was it fear? No. It was because his body hurt badly. He moved his hooves a little, the joints hurt… but he wasn’t sure that there was a part of him that hadn’t ‘hurt’ over the past few years. He subtly opened his wings, stretching them out and in. Yep, they hurt too… but what else was new?

Silver slowly looked up from his hooves.

He looked towards the fallen Wonderbolts, in pain.

He glanced behind him at Squad Zero.

He leaned over again, looking at Nightshade as she stopped in front of the Wonderbolts, licking her lips for what seemed like the millionth time.

Silver leaned back, closed his eyes, and took a long… deep breath.

There was absolutely nothing that could be done to stop Nightshade…

At least… there was nothing that could be done in the CURRENT SITUATION.

There was something that Blizzard had taught him in the past… something that he had seen Blizzard do countless times… including when he faced Discord all by himself. It was something Silver believed he would never be able to do in the way Blizzard did because he was just a different pony in a league all of his own…

If the situation is impossible…

Change it.

How? It doesn’t matter. MAKE it change.

It was about time he tried to truly live up to his mentor… 

“I’m sorry Serenity… I might have to break our promise…” Silver said to himself as he pressed his hooves to the ground and stood right up.

“Hm?” Nightshade hummed as she glanced over towards Silver. “Wow, I didn’t expect you to actually get up and—” she stopped mid speech and blinked with her mouth hanging open as Silver started walking, completely ignoring her. “Uh… excuse me…” she tried to get his attention, but Silver just kept walking, making his way over to Blaze, who was just out of sight near the Wonderbolts. Curious, Nightshade stepped to the side to watch.

“Blaze,” Silver called her name as he approached. Blaze was staring out at Nightshade, still shaking. “BLAZE!” Silver yelled at her, causing her to flinch and look up at him as he stopped in front of her and cast a shadow. “Do you want to save them?” he asked. Blaze was caught off-guard by the question. She was still completely flustered and scared, the presence of Nightshade and everything she had done to her and her friends causing her body to remain locked up. 

“W…what?” she shakily replied, staring with wide eyes at Silver.

“Do you want… to save them?” Silver repeated as he removed his goggles and made a head motion towards the Wonderbolts. Blaze remained silent for several seconds, but even with how intimidated she was, it didn’t stop her from saying what she really felt.

“Y-yes…” she answered, swallowing right after. Silver nodded.

“Good. Fly back to the compound and bring Spitfire here,” Silver ordered. Blaze’s eyes widened.

“Wait… what?!” she asked frantically.

“You heard me. Go find the compound… and tell Spitfire to get her ass out here!” Silver repeated, raising his voice. Blaze blinked, staring at him for a moment before making several glances between him and Nightshade patiently waiting behind them.

“But…” she shuddered. "But… but… but…. What about you?!” she asked, her seldom seen concern for her squad captain showing through in her moment of uncertainty. Silver looked over his shoulder at Nightshade. Nightshade lifted an eyebrow, tapping her hoof on the ground impatiently. Silver exhaled through his nostrils.

“I’m going to keep her busy.”

“WHAT?!” Blaze flinched, her eyes widening even further as her jaw dropped. She quickly shook her head. “NO! She… she’ll kill you!”

“And if you don’t do as I say,” Silver growled as he turned back to face her. “Not only will she kill you next, but then she’ll kill everypony else! Now get going!”

Blaze, for the first time since she had been struck down, moved. She leaned forward and placed her front hooves on the ground, getting closer to Silver as she shook her head. 

“NO! Silver!” she gritted her teeth as an alarmed expression filled her face. “I can’t just leave you here and…” she glanced at the other Wonderbolts. “And… You… you always said to NEVER leave any fellow Wonderbolts behind! No matter what the—” she flinched and yelped as Silver suddenly reached forward and roughly grabbed her suit, yanking a good portion of it as he pulled her towards him and got in her face.

“THAT’S ENOUGH OUT OF YOU, DAMMIT!” he yelled at the top of his lungs. “I AM YOUR CAPTAIN AND I AM ORDERING YOU TO GO BACK AND BRING OUR LEADER HERE! SPITFIRE IS THE ONLY PONY THAT CAN POSSIBLY TAKE ON NIGHTSHADE!”

Blaze’s eyelids began to tremble, her lip quivering as small tears started forming in the corners of her eyes.

“NOW GET YOUR ASS MOVING AND DON’T LOOK BACK! YOU WANT TO SAVE EVERYPONY?! THEN DO AS I SAY OR EVERYPONY HERE IS GOING TO DIE! UNDERSTAND?!” 





“NOW GO!”

The moment he finished, he released Blaze’s suit. She immediately stumbled backwards, keeping her eyes on Silver as she sniffled. She stared into Silver’s commanding eyes, her feelings giving way to his words as she turned, spread her wings, and took flight, a weak wail escaping her throat and tears dripping behind her as she took off.

“Whoa there!” Nightshade perked up as Blaze took off. “Who said you could leave!?” she exclaimed as she spread her wings and crouched.

“HEY!” Silver’s voice boomed towards her. Nightshade flinched and looked down at him, standing right back up as she saw Silver glaring at her fiercely. Silver snarled, baring his teeth as he squared up. “Yeah, I’m talking to you! You stimulation addicted, heat seeking, sex starved, super strumpet!” he barked at Nightshade. Nightshade remained still for a moment, tipping her head back and forth before smiling.

“WELL THEN!” she said with a chuckle. “That’s a naughty… yet sexy commanding voice you have there!” she commented as she turned all of her focus to Silver. She took two steps before glancing up. “You sent your little friend away… but why?” Nightshade smugly grinned while putting a hoof to her lips. “To bring back Spitfire… if I heard correctly? As if that will make any difference.” She rubbed her hoof against her lips, slipping her tongue out and licking it slowly. “But it’s not like I’m going to complain. Not only will it further speed along fulfilling my contract, but I’ve been dying to play with her again!” she sneered as she put her hoof down. “I’d hate to get bored while waiting though… so I might as well start the killing! Since you think you’re so tough… do you want to be first? You’ll be a good start, putting yourself out here to try and distract me from your friends… the noble ones are always the most satisfying to break!”

Silver didn’t budge an inch. He stood firmly in his spot, not giving way at all to her words. Nightshade noticed, and shivered with delight.

“I wonder… what do you fear?” she suddenly asked as her crystals hovered up beside her. “See your friends around you?” she taunted as the crystals began to glow. “You’re about to end up just like them! I wonder how steadfast you’ll be when your deepest troubles are turned into pure pain?” she giggled, sounding so incredibly sure of herself as she aimed the crystals at him. “You could always run away… in fact it would be amusing to watch you try!”

She looked through the crystal at him…

But then her smile faded and she lifted an eyebrow.

“What…?” she shifted the crystal down and blinked at him, Silver remaining still and glaring. “Nah, that’s not right…” Nightshade scoffed as she let the crystal down. “I know there’s something in there! Nopony is without it!” she proclaimed as three slow beams of light oozed from the crystals, all reaching towards Silver the same way they had to the others before encasing them in the auras that now tortured them.

The lights converged and surrounded Silver. 

But nothing happened. 

Nightshade stared blankly towards Silver as the magic slowly faded and disappeared from around him. Silver simply shook his head.

“Run away? Absolutely not,” he stated sharply.





Off to the side, Dash struggled, her whole body twitching in pain as she finally managed to pick up her head and look around. She immediately saw Soarin, but before she could wonder why he was there, she heard two familiar voices…

Nightshade… and Silver.

She forced her neck up, locating the two as they remained in a standoff. She watched as the magic that currently clawed at her simply… bounced off of Silver. Silver was shaking his head.

“There was a time…” Silver started talking slowly. “When I abandoned my comrades.”

Dash’s eyes shot open, the pain suddenly becoming a second thought.

“I was plagued by a fear that lay right before me and I ran away,” Silver continued. “I ran away, and everypony I left behind… died. It’s something that scarred me, and I have been forced to live with to this day.”

Nightshade stared towards Silver, hesitating as if unsure if she imagined her magic not working and if she should try it again.

Dash began to grunt, pressing her hooves to the ground. But she had no strength to push herself up. She looked up to see Soarin staring towards Silver in alarm, probably thinking exactly what she was thinking.

“N…No…” Dash’s voice forced out in a raspy, broken tone. “S…Silver… No…!”

“Never again…” Silver nodded firmly, briefly glancing around at all the hurt Wonderbolts. “I will NEVER… EVER… abandon my comrades again! I will fight for them, and I will stand my ground, protecting them from you! Even if it takes every last bit of strength and every last breath in my body!” he adamantly stated.

Nightshade didn’t respond. She activated her crystals again, the light oozed from them once more and surrounding Silver as he stood firm. 

And again… it had no effect. There was no fear, no regret, and no negative emotion to exploit. She looked towards Silver in shock… but it wasn’t so much surprise as it was… pleasure?

“You…” Nightshade’s face was slowly taken over by a nasty, seductive smile. “You aren’t afraid… you aren’t scared of me… You really mean it don’t you?” She started to visibly shudder with delight. “You really aren’t afraid to die… You’re staring death in the face and snubbing your nose! You’re literally fearless! Even knowing what I can do! Oh! OH! OHHHHHHHH!!!!!” Nightshade began to moan as her body tensed and sharp, quick breaths escaped between her teeth.

“What?” Silver lifted an eyebrow and scoffed. “Am I too much to handle?” he bluffed. His body was not in any condition to back it up, but he refused to show it.

“Mmmmm! MMMMMMM!!!!!” Nightshade suddenly moaned loudly, causing Silver to tip back slightly in confused disgust. Nightshade looked up at him, her eyes visibly wide beneath her goggles as she stared at him with an unnervingly lustful gaze. “It’s been SO LONG since I’ve faced somepony like you! Breaking you will be the BEST feeling!” She bit her lip really hard as she continued to release the atrocious sounds, a trickle of blood dripping down her lip as she pierced it. It only dripped once before she eagerly licked it up and exhaled loudly. “Oh my GOD… this is going to be SO SEXY!”

“Hmph…” Silver snorted. Her threatening words and demeanor meant nothing to him. She was focused on him, and ignoring the Wonderbolts. That’s exactly what he wanted. And now…

It was time to fight… one last time.

Silver slowly stepped away from the Wonderbolts and towards Nightshade as she eagerly anticipated him. There was a faint glare from the sun as it peeked around the surrounding cliffs of the canyon, giving the space between them the glow of the late afternoon sun, slowly beginning to set. 





“No…” Soarin sputtered, still locked in his prison as Dash continued her struggle to act. “He’s…! He’s going to fight her!” 

Dash finally got to her hooves, but immediately fell, unable to fight back the pain as it continued to course through her body. She slammed her eyes shut and screamed.

“SILVER!!!!!!!!!!”

Silver heard Dash’s cry loud and clear, but he had made up his mind, keeping his eyes fixed on Nightshade.

He had one mission.

He had one goal.

Protect the Wonderbolts.





“This one’s for you… Blizzard.”

---To Be Continued---