> Phantom Book I
>  by Da_Spy
> --------------------------------------------------------------------------

> First strike
> --------------------------------------------------------------------------

Phantom
The moon rose into the black sky, casting a long dark shadow behind the statue of none other than Discord, a mere statue rather than a movable being. The moonlight reflected off the rough stone, showing an almost marble like color. Once the glorious king of chaos, he was a statue once again. But he had a plan—a plan that would bring Celestia's reign to a chaotic ending. They had all been so foolish. Had they really thought that he would be defeated so easily, that he was base enough to not have a backup plan?

Most have forgotten the war, the war that tore Equestria in two. It was probably better that they have forgotten. Two sides disrupted the peace:  one led by Celestia herself; the other by her sister, Princess Luna. Most had called Luna just a power hungry traitor, alone in her war. But there were others, others that fought for the truth, who fought alongside her. Phantom was one of them.
It all started 1002 years ago, when Equestria was war torn. They say that history repeats itself; well, let us see just how accurate that saying is.
In Canterlot, Princess Celestia was having time to herself, and enjoying it, for that matter. Just as well, for she rarely had the opportunity with all her royal duties. It was then that she felt it, felt the crushing pure power that was unleashed, power that should have been locked away; far, far away. “No, it can’t be,” she replied.
"Yes, princess?” her oldest guard answered immediately.
She reacted quickly. “Put everyone on alert, and call in Twilight and her friends. We have a big problem.” She shuddered. Not this. Not now. And she had just made amends with Luna. This can only end badly; very badly. The being that was trapped –or had been –in the moon would not forget. He wouldn't forgive.
THE MOON
Now all I have to do is wait, Phantom thought as he glanced around his prison of over a century:  the moon.
Glancing around the rocky crater-covered surface, he thought to himself. So many ponies would love to come to the moon. But I know from experience that after 5 years you lose any idea of what to do. It fills me with anger that Celestia could get away with this for so long. The moon; what a prison! 1002 years... how had he kept any hold on sanity? And that was assuming he had any sanity left to his name. An endless nothing for eons could drive even the strongest of the strong out of their minds. But Phantom was not exactly your normal pony.
Thinking back to his foal days with Luna and his friends, he remembered Luna teaching him the ways of the night. He started to zone out, and then a sudden feeling of power surged in him. Reflexively, he swung his black, dragon-like wings in an arc. A green laser appeared and, with speed and power, smashed into a small boulder, vaporizing it. He chuckled at the power he held, as it honed in a manner he doubted was ever taught anymore.
Smiling, he kicked off, launching into the air, but as he reached around a mile in the air, he rammed into what felt like thick glass. Stunned for just a second, he tried ramming it again. Ever since others had recently taken over the power of the Elements of Harmony, the barrier had been very weak. This is mostly due to the fact that new-found Elements of Harmony didn’t even know of its existence. The only reason that Phantom hadn’t broken out yet was because he was waiting for a certain signal. But nothing happened, no response.
Frustrated, he swung his wings again. They slammed against the shield with a shaking thud, shattering it, and the rest of it began breaking apart like glass. He then continued on heading to take his revenge on Celestia! Now all but one piece of his plan was there, for he had the soldiers; now he just needed his commanders. Discord would disorient the enemy, while Chrysalis would provide him with even more soldiers.  Phantom didn't care what happened to her, she was nothing to him. Since he was up against an army, however, he would take all the help he could get.
Equestria looked so small from all the way up here. The whole world looked like a sparkling gem, just waiting to be taken. Luna would rise again, just as he had promised her all those years ago.
The Royal guard was on full alert. Shining Armor was getting the guards ready, and colts and mares were all scrambling for their weapons and equipment. What they didn't know was some among them didn’t belong. Really, it wasn't their faults. How could they have been expected to notice intruders in the most secure city in Equestria, and during the highest threat level they had? And that was exactly why it had been planned as such.
A slim, black coated female Pegasus, followed by two heavily armored body guards, trailed down the hallways of the barracks. They were empty due to the commotion topside. They silently followed three guards around to a small room outside the barrack walls. The guards had taken notice, but decided to wait until getting into the room for an advantage. The lead guard spun around as soon as they entered the room, spear at the ready followed by his companions. But before they could react, she barreled into the lead guard, immediately knocking him out.
She quickly slashed the guard to her right, then swung up and kicked the guard to her left before he could move. The guards never got back up. “You two!” she hissed, green eyes flashing, and pointed to the unconscious guards, “Get their attire on!” The colts nodded and proceeded to hide the bodies in a spare closet in the back on the sun lit room and put the clothes on. Infiltration part one, successful.
Walking over to the window, she looked out over the Castle landscape and sighed. She knew what would become of this beautiful place; destruction is all that would come in the events ready to unfold. Too much went on in her head, and it often made her think back to the times before. Yet that was a different age, and she had been different. After watching for a moment, she remembered her mission.
And with speed that Rainbow Dash would be proud of, she crouched, took off, and flew toward the Everfree Forest. That had been one of her favorite places when she was younger. Those dark, mist-soaked trees and all of the exotic flowers in every color imaginable had captivated her. The calls of unknown birds and animals echoed throughout the entirety of the forest. Others feared it, mostly because of ancient myths. But nothing had ever held any fear for her. With all that had transpired, she had little emotion left anyway.    
Glancing down at the dark trees under her, she felt comforted by the darkness. It empowered her, made her feel safe. A small light appeared and she dived toward the forest, feeling the wind pass her, seeing the ground coming closer. But she spread her wings out just before impact, making a graceful landing. A large cave stood to her right, and she walked towards it. She walked into the wide entrance, never glancing at the dust-covered walls and the floor scattered with rocks, some as big as her. After entering, it revealed a giant base of operations.
The cave had been hollowed out to become a massive cavern. There were several levels wrapping around the edge of the wall of the cave, with stairs connecting them. Straight ahead, a small battalion of troops all stood in formation at the center of the room in the center on the main floor. Turning to her right, she continued on walking, past numerous mares and colts, probably several hundred, thinking to herself:  Ha! They think I am unforgiving? Wait ‘till they finally meet Phantom.
They had been quick to underestimate her, but it hadn’t taken long to show them who was in charge. Smiling, thinking of her friend, she turned, walking to a room at the end of the hallway she had entered, full of all too familiar faces she knew from watching the new Elements of Harmony’s actions.
To her left sat Queen Chrysalis and Trixie, and to her right were Gilda and a hooded figure whom she did not recognize. She walked to the front of the table and sat down. “Well?” she said, turning to the guards standing against the walls.
“Ma'am?” A smaller red colt stepped forward. “Where are our final guests?”
Suddenly, a loud scraping sound made everyone turn to see none other than Discord—still a statue—and to his right, Screw Ball, standing at the entrance to the conference room. Screwball was panting at the effort of dragging the heavy form of her beloved daddy so far. She positioned him at the table and stood at attention next to him. It’s about time! she thought to herself, and then said aloud, “Welcome! I have assembled you here for one purpose:  to give you all a proposal.”
“Proposal? What kind of proposal?” Chrysalis asked, showing signs of interest in her face. She had her right leg propped up on her left, obviously damaged in her subsequent fall after being shot out of Canterlot.
“If you help our operation to overthrow Celestia, you will all get seats of power.” The mare held her shoulders high, showing her power and position, lest these runts get any ideas about who was in charge.
“And what do you want with the Great and Powerful Trixie?" asked Trixie. She stood, plain curiosity painted on her face. She normally didn't roll with this type of crowd, but she had been promised fame, and that was worth the price of her company. "Anyone with a grudge against Celestia or Twilight and her friends will be useful. All we ask is that you give us your full cooperation.”
"We plan to do a full frontal assault with the help of our spy’s that have been planted into Canterlot.” The mare said. The mood in the room hung with incredulity and intrigue.  
“We want you to help us.” She shrugged.
“Ha!” spat Chrysalis. “You honestly expect to defeat Celestia and all of the royal guard in a frontal assault?” Chrysalis still had the scars from her recent attempt. She gave the black-coated mare an almost contemptuous look. Having so recently failed doing the exact same thing, it was impossible that someone to her that someone could manage to do what she couldn’t; especially in a frontal assault where scheming and subterfuge had failed!
“Yes I do.” A new, deeper voice said.
Everyone turned to see a dark black colt with eyes similar to Chrysalis, but dark red. His wings were similar to a dragon's, covered in numerous sharp spikes. He had black armor on his hooves and head, similar to many of Luna’s guards. Walking in, he nodded to the black mare. "Hello Mira,” he said. Then he turned his attention to the others in the room. “I will crush Celestia, and I am simply asking if you want to be a part of it. You will be rewarded, of course.” Formality was not something he was used to, so he didn’t even bother.
Phantom was a tall, well-built stallion. A veteran fighter and competent leader, he was more than capable of doing what he intended. But the real power that he held was not in his strength or quick intellect; it was in his broken mind. He was quite psychotic. He hadn’t lost his brutally sharp mind. He was a perfect monster. Almost all of his happy memories were gone or forgotten. The ones that did remain he kept locked in a dark recess in the back of his mind, and he rarely let himself dwell on them. It made him feel too vulnerable, too weak.
He stood tall now, though and awaited a response. He didn’t have to wait long. Gilda spoke up in her usual crass tone.
“That's a stupid plan. I don't care about rewards, I'm outta here. Later, losers,” Gilda sneered rudely as she leaped out of her seat to leave. She barely got one step when Phantoms words stopped her.  
“As you wish.” Phantom quickly swung his wing in an arc sending a blue crescent shaped edge of crackling blue energy that hit Gilda squarely in the chest. With a screech, she fell back stunned as she gradually turned to stone. She tried to struggle against it but to no avail. After the spread of the petrification had finished, she simply crumbled. A silence came over the room. Everyone stared stunned.
“Serves her right,” said Chrysalis, nervously looking around to see if the others were as disturbed by this impressive show of power. “I'm in.” Slowly, the others agreed as well, with Screw Ball speaking for her and Discord.
Nodding, Phantom walked over to Discord, putting a hoof on the statue. A blur of green light slowly overtook the statue, making it crumble as the chunks of rock fell to the floor. "I will keep my end of the bargain,” he said. Backing away, he revealed the now free Discord.
Phantom locked eyes with Discord and said slowly, "Remember. I. Am. The. Boss."
A smile flitted across Discords face. Oh no, he could never deprive such a wonderful fountain of rage and power from the one thing it desired. Phantom could take the lead on this one. Glancing around, Discord sniffed. "Very well.”
And then the villains began putting together their plan. Once again, a smile spread onto Discords lips. He had put this together himself, so he was confident, but this was just so perfect. Celestia wouldn’t know what had hit her. And by then, well, it would be over.
The moon hung large and brightly in the night sky. Such an incredible place, the center of this intricate web of follies; its cratered surface seemed to beam, almost like a warning to those entering into this struggle. It was a beautiful cosmic gem that sparkled with a wonderful brilliance, on this night more than any other since, and for the last time for a much longer time.
BACK IN CANTERLOT
“Princess, Twilight and her friends are here, per your request,” said an older guard standing to
Celestia’s right. He stood tall, but his usual firmness had fled him. Celestia hadn’t said much about this ‘unimaginably powerful threat’, but what she had said unsettled him.
“Good. Send them in.” He nodded his affirmation and started to walk down the red rug that ran the length of the majestic and proud royal hall.
> Targets
> --------------------------------------------------------------------------

    As the villains went over their plan, Phantom left to take care of something, but everyone kept an eye on the hooded figure. Even Mira was curious, but they had no time; they were to move out on an outpost outside Equestria. They had planned the attack to look like a changeling invasion, so Celestia wouldn’t be aware of Phantom’s involvement. "Let’s go," Phantom shouted appearing from the shadows, as he continued to go outside the base. Eventually the rest followed.
When she went outside, Trixie glanced around, surprised. The once wooded area surrounding the cave base was now covered in a layer of steel sheets. It appeared to be some sort of training ground. Looking at Phantom, she saw him readying his battalion of around 60 highly trained troops. To her right was the much larger but more disorganized changeling army.
She turned to see Mira walking up. "Phantom has assigned you a small group of soldiers, and he wants me to give you this," she said, holding up a gauntlet with a gold insignia, with a ruby gem at the base.
"What could impress the Great and Powerful Trixie?" she questioned in pride. Curiosity got the best of her, however, and she put her hoof through it. Suddenly, there was a shock of pure energy running through her body. Closing her eyes, she was slightly shocked from the power.
Phantom came toward them. "Try it out," he said, nodding his head to an engineer. The engineer then hit a button, causing a 6 by 6 foot block of steel to come up, with what Trixie thought was a... cupcake and balloon insignia on it?  Shaking her head she shot a bolt of energy from her horn, it didn't seem out of what it usually looked like but suddenly when it hit the target the target shook and was consumed by an energy pulse of purple, and it disintegrated.
Trixie stood, rather stunned. She had always thought of herself as being well-versed in magic, but this was beyond anything she had ever seen anyone possess; except for maybe Phantom. Trixie smiled her approval. With this, no one would question her now. "Well," Phantom said, "it seems we are ready. Let’s move out!"
As Trixie watched her soldiers move by, she noticed that they seemed worried. Of what, she was not certain of. She looked to Mira and asked her, “Why do they look so nervous?"
"There’s worse here than animals," Mira replied before jumping up to fly overhead . They continued on.
As the troops traversed through the terrain, they started to calm down. The forest sounds were almost soothing.
After roughly thirty minutes, however, they ran into a manticore. The beast roared viciously in a challenge. Phantom just chuckled. He turned toward his men and Trixie. The lead guard stepped forward and said, “Do you wish us to deal with this?”
Phantom laughed. “Heh. No, let’s let our new commander get into the habit of using her new weapon.”
Trixie smirked. All of this attention was fabulous, just what she wanted. She motioned the others out of the way and stepped toward the manticore. It was already angry over this many intruders in its territory. The manticore growled in a low, grumbling voice and lunged at Trixie. She lowered her head and a pulse beam erupted out of the end of her horn and vaporized it mid-air. She shook her head. This was incredible! There was no way that they could lose! She felt as if she could take on the whole of the royal guard on her own. Trixie stepped back and took her position in front of her troops and behind Phantom and Mira. Phantom grinned in approval and marched on. Their trip through the rest of the forest went unimpeded, and soon they were only a short distance from the outpost.  
The plan was simple. A small force of changelings bombarded the fort while the rest of the changelings, Trixie, Chrysalis charged the outpost. Phantom would provide air support and made sure no one made it out alive. Trixie wondered why Discord and that useless lump Screwball didn't come. 
PONYVILLE
Discord watched out over the peaceful town of Ponyville. It made him sick. The power, the order promised meant nothing to him; Chaos was all that mattered. Everything was working out as planned...
Turning to his faithful assistant Screwball, he said, smiling, “Let’s have some fun." The draconequus made a sickly movement that would have made another, more sane being, shiver.
Screwball just turned and smiled. "Let’s."
EQUESTRIAN OUTPOST 0068: 20 MILES FROM THE EQUESTRIAN BORDER
As Surge looked out across the desert, he thought of his family back inside the Equestrian border. The desert itself started just a mile after the edge of the boundary.
Surge himself was large for a unicorn, pure white just like his guards. For some odd reason, Surge had recently received reinforcements, supplies, and a warning to be on the lookout. He assumed that the other outposts along the border had received these supplies also. He turned around to look at his fort:  barbed wire fences all around them, large walls in a square, each side 200 feet long covered in unicorn snipers, and a small number of heavy close quarters combat guards in armor that no one should be able to carry. Inside the walls, there were four small closely packed barracks. He smiled looking down at his base from the scouting tower placed in the very middle of the four barracks.
A large thud shook him out of his deep thought. “That’s cannon fire! RED ALERT!” he shouted as he scrambled down the staircase. When he came out, all he could see was his snipers firing repeatedly  at something in the distance.  He scrambled up the wall ramp and came alongside one of his snipers. He couldn't make out what there attacker was.
Looking closer, he saw a large number of changelings, and... the revelation shocked him. There were also ponies! Ponies should not be with changelings! Turning, he saw the one and only Soarin, or as the military addressed him:  commander. “Soarin!” Surge shouted. "Get word to princess Celestia! Tell her what’s happening here!"
Soarin nodded, calling three Pegasus air soldiers to come with him before taking off. Surge returned his attention to the oncoming enemy. “Keep firing! Don’t let them get close!"
Suddenly, three black Pegasi flew overhead, going after Soarin and his pony escorts. "Snipers, concentrate fire on those Pegasi!" Surge called out.
The snipers turned their attention to the Pegasus, hitting two quickly, but the third avoided every shot. Surge saw something out of the corner of his eye and, assuming that it was one of his guards on alert he ignored it. Then he felt a sharp pain in his back. The pain was too much. This was not supposed to happen—and the world fell into darkness as he collapsed.
"Sir!" the sniper standing a few feet away from him yelled. "Are you—?" He was cut off with a slash across his back. As he fell, he managed to roll over to see a slim dark Pegasus mare standing over him smiling.
"Too easy."
> Loyalty
> --------------------------------------------------------------------------

CANTERLOT
"Princess!" Twilight shouted, as she and her friends, Rainbow Dash, Rarity, Fluttershy and Applejack ran in. "Is something wrong?"
Celestia turned with much sadness in her eyes. She sat in her throne, possessing much of her usual majesty, but she seemed to seep discomfort. "Yes,” the princess responded. "Very wrong."
The princess turned to Twilight, and she could see that the princess was not in good shape. "We have had disappearances all over Equestria, and we need your help.” The hard look from the princess was unsettling.
"Well, umm, what can we do?" Fluttershy said meekly. She stood shivering slightly.
"You can help the royal guard defeat this threat. You did admirably with Discord and Nightmare Moon, I would like you all to help—wait,” the princess interrupted herself, looking around. "Where's Pinkie Pie?”
"Oh, Pinkie couldn't come; she has a cold,” Twilight explained.
"Princess!" A guard shouted, running in. Twilight and the rest whirled to see the guard. "We have lost contact with one of our outposts outside the border, and the Wonderbolts are here per your request!"
At those words, Rainbow Dashes eyes grew wide. "Are they really here? The Wonderbolt?"
"Yes,” the guard said, stepping aside to reveal two Wonderbolts, Spitfire and Fleetfoot.
"Where’s Soarin?" Rainbow asked.
"He was visiting a friend at the outpost,” said Fleetfoot.
Celestia stepped forward. "Rainbow Dash, would you like to assist them in checking out the outpost?"
Rainbow Dash just smiled and nodded her head. A chance to spend the day with the Wonderbolts? Crisis or no crisis, this was not a chance she’d miss. "Then let's go!" Spitfire said, turning to walk out. Rainbow Dash happily trotted along.
OUTPOST
Soarin was having a truly terrible time. After coming to what was supposed to be a routine check and meet up with an old friend, the situation had quickly devolved into chaos. His friend now dead, and tons of ponies and changelings overrunning the outpost, Soarin had fled for his life. His wing-man shouted next to him, "Commander, one hostile coming up!"
Soarin shook his head. He could out-maneuver just about anypony, but these guys were something else. “Try to get him off my—”
Soarin couldn't finish his sentence before a pony slammed into his wing-man, causing the pony to go down fast! "Well, hello there,” said the new enemy.
Immediately, both of Soarin’s other guards turned left to try to take out the pony. The pony simply shrugged and swung his wing across Soarin’s side. Soarin felt a bolt of pain and realized after looking down at it that his left wing was paralyzed! But when he looked back up, the other pony along with his escorts where gone! Straightaway, Soarin began to free-fall. Damn! If only Spitfire hadn’t wanted to see her friend so much...
"I've failed," Soarin said in pain as he fell to the ground below. And that ground rushed with open arms to meet him.
Mira looked out over the outpost that was now under her control. She smiled at it, smiled at the power and speed with which they overtook them. Although something felt empty. Suddenly, she found herself thinking back, back to when she was actually very good friends with Phantom once...
Long ago, he was a nice pony. Sweet and kind, but war breaks ponies. The horrors of war, combined with being on the moon so long, broke him. It destroyed that old friend and replaced him with a monster. And now she was the same, a killing machine, and she couldn't help but wonder if it could have been different.
Trixie had just arrived, with her small force. Mira hated her, for she had no military expertise. She hated the pomp and flair that she carried everywhere she went. However, Phantom had his reasons; most of them he explained to her but some he kept away from everypony. She couldn't help but notice that he seemed to be more distant than he was before.
She  also used to be someone, but she and Phantom both dropped their names when they abandoned their past. As she was deep in thought, she looked out over the barren landscape of what she hoped to be hers someday. She wanted to rule over it. She feared much that Phantom only wanted to break it. He might just raze it all to the ground, and in a final insult just leave it all and return to the moon. It’s where he really belonged. Only there...
She stopped herself. Phantom was her friend. And he was all she had. And nothing—nothing—would change that.
Phantom smiled as Soarin fell to the ground, and he floated over to the fallen pegasus. Soarin’s guards had come up behind him only to be knocked out, falling to the ground. Phantom simply landed gracefully smiling at the three Pegasi laying inert on the ground, twitching. Their endurance was admirable. "Wha-what do you want with us?!” asked Soarin weakly.
"Me?" Phantom asked. "I only need you to serve me!” he said with a smile as he passed his wing over the three. Oh how cliché! He laughed at himself. He then grinned maliciously at them. “You three will handle Rainbow Dash for me.”
Soarin half choked. “You’re crazy!” the pegasus shouted.
“Hahahahaha!” Phantom began a streak of laughter that would have rivaled Pinkie for length and enthusiasm. Soarin glared through the pain. Phantom managed to catch his breathe.
“It seems I wasn’t too far off,” replied Soarin in a snark tone.
Phantom looked down at Soarin. “Oh, if only you knew, little pony. If only you knew.”
And with that, process began.
CANTERLOT
"War is coming my old friend, and I will carry out my promise to get you your crown."
"Gaaaaaahhhhhh!" Luna awoke with a fright. She sat up in her bed, sweating. The same dream in two days, with every one about a pony who seemed to know her, but she didn't know him. Some images rushed around in her head. She winced in pain and willed them away. She knew that she had made a conscious decision to forget, but it still bugged her even now. But she didn’t want to remember. She was happy now, and that was all that mattered.
"Princess!" one of her younger guards, Sun Flare, said as he ran in.
"What is it?" Luna asked.
"Princess Celestia has scrambled the entire royal guard and asks us to do the same! She said that a very real threat is coming!" He stood, breathing heavily.
Maybe this has something to do with the dream, she thought. And this is thy chance to show my sister I CAN handle a fight! She turned to Sun Flare. "Do the same with my guards. Find this threat and eliminate it!" Luna got up out of bed and stood.
"Yes, ma'am!" Sun Flare turned and ran down the royal hall. He ran past the sculptures and the chambers, heading out into the Lunar barracks. "All guards prepare for battle! We are moving out!"
The Lunar guard scrambled out of there beds quickly, arming themselves with their blade gauntlets and spears.
Sun Flare was captain of eight squads, all of the members being good friends. A pegasus, he had a coat as white and pure as Celestia, and a cutie mark consisting of three fires in the shape of raindrops. He was strong, though not the strongest, but nimble and quick. He could out maneuver anypony—well, except for Rainbow Dash.
He had been several years ahead of her, but had seen her first Sonic Rainboom. He had been kind of a mentor to her, and he was very proud of her. He was kind, but had a burning personality and flaming loyalty, with a heart that shone with the brilliance of the sun.
He walked out to the barrack courtyard, where over 200 troops stood in formation including his squads.
"Well," said Sun Flare, "let's move out!"

As Twilight and her friends moved down the grand hall, they were all deep in thought. The princess had sent them to meet with up with the royal guard commanders, to brief them on the situation. "I have never seen the princess like that before,” Applejack stated, glancing around.
“I have to agree. She was even beginning to let her mane get dirty! If I was royalty, I would have ten baths a day, just because I could,” Rarity said.
The hallway was decorated with gold furnishing and gem encrusted statues. Rarity began to ogle and stare at all of the furnishings. They opened some rather large doors and stepped into the command center. Twilight stepped forward. The lights dimmed, and no one could see anything.
"Hello?" they all called out in unison.
"Well, hello! Twilight Sparkle!"
"Who are you?"
"I am just the messenger, and here is the message. Listen well,” the voice yelled.
The lights came back on, only to reveal the room covered in scorch marks and the commanders all unconscious on the floor. "War is coming!" boomed the voice. "You have to chose!"
> Retreat
> --------------------------------------------------------------------------

EVERFREE FOREST
"Move up front line!" shouted Sun Flare as the battalion moved forward.
They had received a message from one of their informants, saying that the threat was in the Everfree forest. Luna had sent a group of 100 strong soldiers to impress her sister by getting rid of the threat.
They had just passed through Ponyville, and now they were making their way across a large field to the Forest. He was thinking of how they would deal with this threat, seeing as they hadn’t seen combat for a while.
Suddenly, the ground began to shake and rumble with a loud rough sound, and all the guards mumbled in worry. The shaking became more violent, throwing a few off their feet. Then as quick as it started, it stopped. When they recovered, they looked up to see twenty ponies dressed in armor similar to the Lunar guard, except they seemed more aggressive and ready for bloodshed.
“Form up!" shouted Sun Flare. His soldiers rushed into battle formation in lines of twenty. They readied to charge. "Who are you?" he yelled.
They didn't reply, only braced themselves for the impending battle. Before Sun could say another word, one of the lead ponies flipped something off his back; an item that looked like a star, and it looked sharp and serrated. The pony threw it with precision, hitting the guard to Sun Flare’s right. The guard stood still for a moment, shocked, then looked up and collapsed.
"Come on!" shouted Sun Flare as he charged, followed by his squad of ponies and the rest of the battalion.
The enemy immediately spread out as two manticores charged out from the middle, barreling right into his forces as they threw and jabbed their spears at them.
His ponies that were on the sides attack the enemies as Sun Flare dodged to one side, avoiding the manticores, and then smashed straight into one of the enemy ponies. The pony fell to the ground with a thud but quickly got up and lunged at Sun Flare. He dodged it, slamming his hoof into the ponies neck causing him to stumble. Sun Flare took that moment to ram him in the stomach full force. The pony stayed down.
Sun Flare pinned him amidst the chaos, shouting, "Why are you attacking us?"
Before he could say anything else, another one of the ponies slammed into his side, throwing him farther than he would expect. Before he could get up, the Pegasus threw a small pin like object; hitting his shoulder, it caused him to be paralyzed.
He watched as the pony approached, smiling, as he got within four feet of Sun Flare. Soldiers from both sides smash into the pony with spears causing him to fall to the ground, but he still wasn't dead!
Sun Flare looked around as the pin's effects wore off; it seemed only to be a short-term combat anesthesia, so he could now move. He watched his soldiers battle on, but those few enemies were tough, taking on about five ponies each. The manticores were causing his soldiers to scatter, and he knew they couldn't win this. He was waiting for the commander to sound the retreat, but then he spotted him and saw that he had fallen in battle.
"Retreat!” Sun Flare called. "Full retreat!" At hearing this, his forces fell back, fleeing the forest.
The enemy followed them, taking out several more off his soldiers before they reached the open, where surprisingly, the enemy stopped following and vanished into the shadows. "Halt!" Sun Flare shouted.
A slightly older Squad captain stepped up, opening his mouth to speak. “Sir, I suggest that we get word to Celestia on what has happened here.”
"And Luna, right?" Sun Flare asked, tilting his head.
"I'm afraid not," the colt said rather bluntly.
"What?" Sun Flare shouted.
"I'm under orders to ensure that only Princess Celestia is informed of this for now,” the colt said glaring at him.
“We can sort that out later," Sun said, glaring right back at him.
A bunch of mechanical clicks made everyone turn on a heel to the forest, and almost as if on cue, eight small cannons popped up, firing grapeshot at all the soldiers, causing heavy casualties. Sun Flare could see that they used to be pink but were painted over with silver.
"Run!" Sun Flare shouted. The one hundred sixty seven soldiers left from the attack ran as fast as they could, through the field between them and Ponyville. The front of the group began to slip and fall, as they passed over the soap filled roads.
Sun Flare stopped and looked on in horror to see Ponyville covered in chocolate rain as pink clouds floated overhead. "Oh, crap," Sun Flare said as he and his men stared in horror. Ponyville looked just as it did when Discord had taken over for that brief time.
Sun Flare’s heart sank. He had already lost far more men than he had thought he would, seen an unknown and incredibly powerful enemy, and now to see Ponyville and come to terms with what this meant. It meant Discord was back. Back and stronger than ever.
The group of pegasi had been flying for about thirty minutes and were in a group of twenty, with Rainbow Dash and Spitfire leading the group. They had just caught a glimpse of the outpost when Rainbow Dash broke the silence. "So what have you been up to?" Rainbow Dash asked with curiosity. She had been bored most of the flight.
"Not much. We were on break from flying and doing shows before the princess called us in," Spitfire said. " I don't see why-”
She was cut off by a large buzzing noise, and they looked down to see a black mass overrunning the outpost. "Changelings!" Rainbow Dash yelled.
"It must be an invasion!" a pegasi behind her said.
Well, it was obvious, Rainbow Dash thought, slightly annoyed.
Then something they spotted made them stop. "Are those Pegasi leading the force?!" Spitfire yelled in shock.
"Maybe they need our help!" Fleetfoot said flying forward, only to be rammed dead smack in the chest by a slim black mare barreling through her. He finally came to a stop in front of Spitfire.
"This ones mine, Rainbow," Spitfire said, smiling.
Rainbow Dash nodded, barreling forward and slamming into a swarm of changelings. She began to fly in a cyclone fashion, spinning to create a tornado and blasting many from the sky. Rainbow pulled out of the spin and watched with glee as the ponies flew in all directions. She then dived back into the action.
Spitfire dodged to her right, spinning mid-air. The slim black mare dashed forward, missing Spitfire but flying over another Wonderbolt. She slashed across his back and right side causing him to fall. She then turned her attention back on Spitfire as the duo fought viciously against each other. Spitfire dashed forward with lightning speed and sucker-punched the mare in the side, stunning her for a moment. She recovered quickly and dove down, and with a powerful thrust of her wings, lunged up to catch Spitfire in the stomach.
Rainbow Dash was flying all over the place, taking out ponies left and right, but she heard a rushing noise coming from below. Looking down, she saw Soarin coming up at her, but instead of a greeting he slammed into her, knocking her back.
"Hey, what are you doing? You’re on our side!" Rainbow yelled angrily.
He stared at her with emotionless black eyes. He didn’t respond.
"Come on, Soarin! Cut that out!”
Instead he charged her again, but she easily dodged him. "Well if ya want a fight, you got one!" she said, flying forward and knocking him back. Then with a succession of furiously fast dashes, she proceeded to knock him senseless with extreme speed. "
Rainbow!" Spitfire shouted mid-battle with the dark mare. "Let’s get out of here! And bring Soarin!"
Rainbow Dash look over to see her group getting overrun by the changeling pony forces. She was usually not one for running, but the sheer size of the changeling army was a scary sight. She still wanted to stand and fight, but she could show off her skill later. Begrudgingly, she back-kicked him in the face, knocking him unconscious. She grabbed Soarin and took off, soon followed by the remaining group. Soarin hung limp in her arms.
Rainbow looked up and yelled at Spitfire, “Hey! Come on, we have to go now!”
Spitfire was in the middle of a reversal, and flipped the slim mare while simultaneously kneeing her in the chest, knocking the wind out of her. She flew away to join Rainbow and the rest.

After the battle, Phantom called his commanders together. Discord and Screwball couldn't make it because of some business in Ponyville.
"They got away," Mira began. "Soon, they will know of us." She was evidently worried because the whole royal guard was still a threat.
Phantom looked around at his commanders; he knew they had more than enough power to defeat them, but still doubt could rise and be the worst enemy. Watching the growing concern in their eyes, his plan had barely started, but insecurity was abundant. The only one who wasn't worried was he and Trixie, who was still in awe of her new ‘toy’.
The villains began to bicker. "What if they send everything they have?”
“We should not have begun this prematurely.”
“They already know too much!”
"ENOUGH!" Phantom shouted, standing up. "We will need to draw their attention from us, make them think they have the upper hand. So they don't overreact." He gave the room a vicious glare.
"Ha!" Chrysalis spat. "What do you plan to do? Walk into Canterlot?”
Phantom just smiled. "Trixie!" he said turning. She zoomed up, surprised to hear her name. "I have arranged a meeting between you and Twilight Sparkle."
She smiled, knowing that now the tables were now turned on Twilight. No one would stand up to the great and powerful Trixie once she was out of the way...
Twilight was scared witless. She and her friends all stood horrified by the events that they just witnessed. Rarity was sobbing, Applejack was standing in pure shock, Fluttershy displayed horror and worry for the commanders that lay before them. And Twilight—well she didn't know what she was feeling. She did not display as much a reaction which she would normally have.
A voice spoke in her head "Ponyville is in danger, Twilight..."
She glanced around the room. It was thirty-by-twenty five feet with a large table in the middle of the room, covered with all manner of charts and maps.
BANG!
The door was slammed open. The room was filled with guards with weapons at the ready, followed by Shining Armor and Celestia. "What happened here?!" Celestia said, worriedly glancing around.
"S-s-c-c-ary v-v-v-oice!" Fluttershy squeaked, hiding in a corner.
"Scary voice?" Celestia looked puzzled.
"Yes, princess." Twilight piped in "A loud voice warned us. It warned us that war is coming, and something is going on in Ponyville."
Her friends turned their heads at Twilight, and Celestia's face turned from curiosity to horror. "Shining Armor! Move all available guards to Ponyville." She looked at Twilight with a mixture of desperation and fear. “Twilight, please, you and your friends come too.”
Celestia rushed down the long hallway. This is bad, she thought. He must have some very good intel. But why would he warn Twilight? And she suspected that Pinkie wasn't sick at all. What his plan was she did not know. But if he could succeed, it will mean her death, and possibly the destruction of Canterlot. But that wasn't the only thing that worried her.
The guilt ate at her. The guilt of stranding her sister along with him. She had known him, too. She would hang out with him and Luna... before the war. That stupid feud did not last long, but the damage was great.
"We need to end this!" she said to her guards, along with a hooded figure, an ace up her sleeve that would help her win this.
> Hiatus 
> --------------------------------------------------------------------------

I am sorry to say that I am taking a break from Phantom Book I. Thanks to all those who kept up with this story!
> Mercy and Fillies
> --------------------------------------------------------------------------

The battered battalion of ponies moved forward. The time had passed much faster than they had expected. Sun Flare looked around as the battalion, now under his command, marched as fast as they could. They had received some resistance from some enemy soldiers earlier, but they had dispersed. Even the chaotic signs that Discord was there had begun to disappear.
“I don't like it, sir,” one of his guards said, glancing around the grass-filled plain that separated Ponyville from them.
“I know,” Sun Flare responded, sighing. “It makes no sense.”
Twilight rode in the royal carriage, accompanied by another chariot of royal guards, who accompanied them, so to speak, their hold insignias on their sides. The whole situation had frightened Twilight and her friends were afraid of the events to come, as well, including the Princesses' increasing... condition.
“I don't know about this, Twi,” Applejack said, looking down at the trees that they flew over.
The trees almost looked sad somehow, as if they knew exactly what was going on, but Twilight didn't. Everything seemed as if the whole world was preparing for the days to come, as if a warning... a warning...
“I just don't get it!” Shining Armor shouted. Up until now, he had been silent, deep in thought.
“What?” Twilight asked, tilting her head. The wind blew through her mane.
Before he could answer, a guard shouted, “Sir! The Wonderbolts are back!”
Pulling her head up, Twilight saw one of the happiest things from all of this. “It's Rainbow Dash!”
She and her friends did a small cheer in response. Rainbow stopped right next to the carriage. “That was awesome!” she stated, full of pride.
Spitfire, who came up beside her, didn't look so happy.
“What's wrong?” Shining Armor questioned.
“We lost ten ponies. And the enemies aren't just Changelings. They're ponies, too.”
Shining Armor and and Twilight both did a simultaneous, “What?”
The reaction partially surprised Spitfire. She expected them to take it... well, better! “Where are you going?” she asked the group. The reply worried Spitfire the most.
“Ponyville.”
“Then let's go,” she agreed.

Phantom looked out over the town of Ponyville. The final soldiers had left, and all who remained were him, Trixie, and a few guards. Morning had come, giving the town a look of peace. The buildings, as crude as they were, had their own charm. It was a simple yet pretty nice town, unaware of what terror would fall upon it.
Phantom shook his head. All this would soon be in ruins. It was most humorous to think that no one would remember him even being there.
Turning around, he began to head back to the Everfree Forest. Seeing the trees in the distance, he decided he should just walk there. Flanked by his guards, he proceeded in the direction of the forest.
Upon their arrival, a familiar figure stood there, surprising them all. Twilight was the one to address the mare.
“Trixie!” Twilight stared with interest.
“Yes, Twilight Sparkle. It's me.”
She was soon flanked by several guards dressed in black battle armor.
“Who are you?” Shining Armor demanded, his twenty guards taking up positions behind him. He was in a battle stance, ready to protect his sister and her friends.
“I call killing this guy,” one guard said, pointing.
Fluttershy covered behind one of their guards, her pink mane covering her face .Rarity was standing in a proud posture, while Applejack was shifting back and forth.
“Get them!” Trixie yelled with pure contempt.
The guards responded by charging at the royal guards.
The royal guards did the same, charging at the ten enemy ponies. The sides slammed into one another. Rainbow Dash felt confidence, flying at Trixie in an attempt to ram her. Trixie, however, summoned an orb of energy to surround her horn. Dash rammed into solid magic, hurling back behind Twilight. She managed to yell, “No fair!”
Turning back to where she thought Trixie was, she came face to face with her...
“What do you want?” Twilight shouted angrily, annoyed at Trixie's actions.
Trixie just ignored her, proceeding to what she was about to say, almost as if it was on schedule.”Last time you got the better of me! But my magic skills have increased since we last met.” Two guards had been flanking her, and when they were about to attack her, Trixie spun with impressive ease. She shot a magic bolt at the guards, but instead of killing them, it sent them soaring back into a house behind them.
Rainbow Dash had been watching this happen after her previous attempt to knock out Trixie. She began to notice Trixie had a gauntlet. Every time she used magic, it surged with energy! She was cheating! If only she could get it.
Around them, the battle was continuing on, with the numerous guards slowly taking down the enemy. Twilight was now standing before Trixie. “Your fight is with me, Trixie!” she snapped, powering up a spell. Her horn surged with as much energy as she could muster. She knew that she couldn't win this alone, but she didn't think she would have to.
Rainbow slowly moved to where she could get Trixie without turning out like the guards who tried this.
“Why are you really here?” Twilight asked, trying to get Trixie's full attention.
Trixie just laughed, preparing to attack. Before she or Twilight could say or do anything, however, Rainbow Dash sped in with extreme speed. She smashed into Trixie's legs, knocking the gauntlet off her wrist. Trixie got up, only to be surrounded by guards.
“Guards! Take her to Canterlot!” Shining Armor commanded. He was worried about how much power Trixie held, and what other ponies had to do with this.
As the towns ponies slowly began to walk out of their homes, they all had the same symptoms:  headaches. When Shining Armor questioned them, they only remembered  Trixie and her guards. They had no recollection of the involvement of others.
But Celestia was fine with this. Guards were deployed to where the changelings were. The whole situation appeared under control, but Twilight didn't buy it entirely. She and her friends decided to stay in town.
When they returned, they first went to Sugarcube Corner to see Pinkie Pie. They were shocked to see that she was baking the whole time there! She even offered all of the guards cookies. Twilight laughed at this, but she couldn't waste time. I hope this is resolved soon, she thought, walking with her brother on their way to the royal carriage. She was the only one to go to Canterlot; no one else.

Phantom strolled through the forest. He had the time, which Trixie and Chrysalis would buy. Trixie would fail, just as she did the last two times. The second one, she had help! He had told his guards to take a stroll, and not get their feeble minds confused or get lost in the forest.
He observed the tranquil forest, the green, lustrous trees  swaying back and forth with the calming wind. Even Phantom could appreciate that. He wasn't completely heartless. He looked at it, finding it somewhat relaxing—well, as relaxing as it can get when one is a maniac.
Yes, he knew he was insane, but... his thoughts trailed off.
He gave Mira the day off. She needed the rest. She really was the only one he cared about. He didn't know what he would do if something would happen to her. He walked over to a large, gray cave right by a small cliff dip. He flew up, gliding to a stop in the mouth of the cave.
Looking up, he realized that time had gotten away from him. Deciding that this was a good a place as any, he lied down, calming his tense muscles that had been tight for a long time. In his dreams, all he got from the garbled images were... pain, pain, and more pain. That was all he really knew.
Then, a southern style accented voice cut in. “Hey, mister. Are ya awake?”
Phantom's right eye snapped open. He saw only one thing; a red-haired filly. He recognized her instantly. It was Apple Bloom, aka Applejack's younger sister.
“Mister?”
Phantom wasn't used to communication with fillies. They were not the most controllable group. “What?” he growled, jumping up fairly fast. It was more of a statement than an answer.
Apple Bloom stepped back, surprised at his response, as well as his look. He was covered in spiked armor, and he had dragon wings! She smiled, looking up at him, trying to be nice.
He simply stared at her with blank, red eyes. “I would suggest that you get away from the forest. It can be... dangerous here.”
“I'm not scared!” she snapped back.
Phantom was impressed with her courage with strangers, especially since he wasn't the most welcoming sight. “Are you here with anyone?” he asked, glancing around. He wasn't about to take chances of his presence being known. Celestia would not just let him dwell freely in the forest if she knew that he was there carrying out his plans.
“No,” she replied, obviously frightened by his appearance.
“I ask that you leave and...” He stopped talking, deciding it was best to just wipe her memory of what has occurred. She wasn't worth his time to kill or make her a minion; just useless! Passing his wings over her, she fell into a dark, deep sleep.
Soon after waking up, Apple Bloom looked around. She was not in the cave! She was alone in the forest somehow. Her mind was muddy, and she struggled to recall all the details as she walked along, thinking.
As the morning passed on, Apple Bloom ran into her friends, Scootaloo and Sweetie Belle, who had come looking for her. She decided not to tell about her encounter with the strange pony, thinking no one would believe her, even if she told them. It was just too odd.
As they walked home, Scootaloo was the first to break the silence. “So, where were you?” she asked, smiling.
“Ah know where it was, just lookin' around,” she replied.
“Apple Bloom!” Applejack shouter, bursting out of the bushes. “Ah thought ah told ya not to go into the forest alone!”
“Sorry,” Apple Bloom apologized. She began to explain what had happened to her, and much to the shock of her friends and sister, she didn't tell them the whole story.
“And where is this pony?” Applejack asked.
“Well,” she began, “I don't remember.”
Applejack shook her head. “Well, c'mon. We need to leave.”
“Okay,” they all said in agreement as they began their trek back to Ponyville.

Phantom continued his rest, now annoyed by the intrusion. He had just begun to fall back into sleep when a familiar voice snapped him back awake.
“So, you enjoying your ruse?”
Phantom looked up, showing he was in an angry, annoyed mood. Mira stood there. “So, how did you do it?” she asked.
“Do what?”
“Free Discord, convince the others to join, everything!”
He sighed, still tired and irritable. “Do you really think I have enough power to release Discord? No, I couldn't. His release was mostly for show. He and I had been working away at his prison since his last defeat.”
Mira shook her head. “Wow, I'm surprised I didn't catch it. Why didn't you tell me?” she asked.
“Trust me,” Phantom said, smiling.
Celestia paced about her chambers. She had heard of the attack on Ponyville and the outside, and she was furious. She hadn't felt this angry in a long while. Her thoughts were clouded. She hadn't gotten any sleep since this whole ordeal had begun! Her mane wasn't much better; it was almost completely matted and tangled.
“You majesty!” a guard shouted, running to run before continuing on. He, a unicorn with a white coat and green eyes, was adorned by the usual gold armor of the guards.
“Trixie has just arrived in Canterlot. She is being held in the dungeon.”
Celestia winced. She had heard of Trixie, and she didn't seem like the kind to attack for no reason. Anger finally won out. She decided to end this herself...

Phantom walked through the forest, flanked by Mira. She had proceeded to ask him more than he would have liked to reveal of his plan.
“So, how did you get your hooves on these so called cannons?” she asked, tilting her head.
He growled back in response. “I didn't. A simple hallucination spell, that's all. Now, if you don't mind, please leave me alone!”
Mira flattened her ears, annoyed. “Hey, I didn't mean anything. You need to stop being so cruel if you expect to rule this land.”
He stared at her with menacing eyes, burning with rage. His response came as a surprise to her. “I don't.”
“What?” was the only word she could think of.
He didn't show any expression whatsoever, staring at her once again with that stare. She had gotten used to it. Any other pony would have reacted to the stare, but she simply returned it. He opened his mouth to speak, when a unison to screams echoed across the forest.
“What was that?” Mira asked, concerned at the sound of the voices. It sounded like fillies. The only comparison she ever really felt was with young ponies, who had no experience in the matters.
“Not my problem.”
His answer angered her deeply. “Fine! I'll go, then!” she kissed angrily, running off and only managing to hear Phantom speak again.
“Fine, I will come, but only for a sport.”
Phantom ran after Mira. He wasn't used to coming to the rescue of some pony who was no used to him in any way! Finally, he reached a clearing. Glancing around, he spotted Mira battling a pack of Manticores.
Phantom took a step forward, preparing to help. He felt a jolt of pain, however, as he was flung across the clearing. He smashed into a tree, the mere force of the impact breaking several of his ribs. The sheer pain was enough to overwhelm him. The adrenaline strong enough to numb it slightly. Looking up, he saw that a new piece on the field had arrived.
He chuckled, slowly getting up. “Nice move. I didn't expect a Manticore to deliver that much force,” he said, staring at the mixed beast. He surely had not expected for a stupid beast like this to surprise him. He smiled, laughing chaotically. He approached the Manticore limping slightly, smiling. “My turn.”

Apple Bloom ran as fast as her feet could take her. Looking back, she saw the Manticores pursuing them. They had unknowingly disturbed their sleeping, and now they were angry.
“Hurry!” Applejack yelled, galloping behind them to make sure no one fell or tripped.
They ran, ducking under branches and weaving through the trees as fast as they could. She could tell they couldn't outrun them for much longer. Sweetie Belle, who was in front of her, tripping, causing the whole group to fall in a clearing just outside the Everfree.