Everyone at Ponhengde was staring at the dark embodiment of the Pony of Shadows and it's tar like inky black wings, curved horn and hallow eyes.
How did it come to be that the pony form of the boogieman got out of it's 1000 year long imprisonment in Limbo, you ask?
Well Princess Twilight Sparkle, Applejack, Rarity, Rainbow Dash, Pinkie Pie and Fluttershy, along with Spike, Sunburst and Starlight, found one of Starswirl's old books and discovered why he and five more Ponies of Legend disappeared.
Those ponies were Rockhoof, Flash Magnus, Mistmane, Somnambula, and Mage Meadowbrook.
"You must send us back!" Starswirl demanded to the purple Alicorn "Otherwise Equestria will fall into darkness and lose all hope and magic it has."
"But... But we worked so hard to getting out back," Twilight said confused and hurt that the idol was technically pushing her away.
"You don't understand!" Flash Magnus said bravely, beside Rainbow Dash "We need to be there in Limbo to keep the Pony of Shadows there."
"Now that we're out of it," Somnambula said, on the other side next to Pinkie Pie "There is nothing there to hold him, meaning he was able to come back."
"Twilight hurry send them back!" Starlight said the cold wind blowing though her hair.
"But... I don't know if I could..." Twilight said, afraid now, the fear making the Pony of Shadows stronger.
The Pony of Shadows looked to all the weak foals that were there feeling magic in each of them but sensing it most in the Alicorn.
"So, you're the little FOOL that freed me?" he asked chuckling darkly "Well I must thank you I suppose. Because now... I have a second chance at taking over Equestria! But first...
With that he fired out his tar like binds and broke the items that were needed to send him back into Limbo.
Then after sucking all the light from this place, took off to concur Equestria, leaving Twilight heart broken and full of guilt that this was her fault just because she wanted to save Starswirl.
Up in Canterlot the war sirens - a new idea thought up by the ponies, were going off warning everypony to get inside as the Royal and the Night Guards took to stand ready to face whatever this thing was.
Up on the balcony of the tallest tower, Celestia and Luna, who haven gotten word thanks to Spike that The Pony of Shadows was back, were there waiting for it.
"I do not think we would be able to hold this creature back for long sister." Luna said, her helmet under her wing.
"Neither do I Luna, but we need to try... To keep our ponies safe." Celestia agreed hoping Twilight and her friends, were alright.
Back at Ponhendge, after getting a medium length story from Pinkie Pie about who everyone is, how they found Starswirl's book, about the map that sent them to collect the items, what everyone had to do to get said items, and why they did this, the Ponies of Lore turned to Twilight.
"You dare mess with one of my spells which saved Equestria from that creature just so you could prove yourself to me?" Starswirl asked in an old pony's mad voice. "Do you have any idea how hard it was to get him here and the amount of effort it took? Did you not read the fact that this spell should never be undone."
"To be fair Sir, I did keep trying to talk her out of it," Starlight said getting slight glares from the rest of main five, Sunburst and Spike.
"I'm... I'm sorry, I didn't mean for this to happen..." Twilight said quietly, kicking at the ground like a five year old, avoiding his eyes.
"So what now?" Applejack asked trying to change the subject "With your belonging's destroyed how are we going to stop him?"
"We need to get to the seed," Mage Meadowbrook said stepping forward "Only that has the power to stop him now."
"Great! Where is it?" Rainbow Dash asked shooting into the air and looking around.
"You and these other ponies have done enough," Starswirl said looking at them all "We shall go there and get what we need to destroy The Pony of Shadows."
"But we can help. We've done things like this loads of times before. We're..." Rainbow began but was cut off by Starswirl.
"No. We shall get what we need, and you shall stay out of our way. Come on my friends."
As they left Twilight slowly turned around and started walking home, not stopping or caring that no pony tried to stop her or come after her.
She was almost there when a feeling inside her gut made her change course and head for the Everfree Forest and the Tree of Harmony.
Soon Twilight got to the cave where the Tree of Harmony stood, and went inside surprised at how dark it looked in here.
Feeling a breeze behind her she span around, her horn lit ready to attack but only saw to her surprise, a small unicorn colt, in a cloak.
"Can I help you?" Twilight asked after calming down and apologizing.
"I was running away from that big black monster that's out there," the colt said scared "And came here to hide from it." he explained.
"Oh," Twilight said sadly "Well, it's good you got away from it, but you should probably go home. It'll be safer."
"But those are the Gems of Protection, surly they can keep us safe," the colt said walking up to the base of the tree.
"Um... Do you mean Elements of Harmony?" Twilight asked feeling dark magic here that shouldn't be here but couldn't quite place where it's coming from.
"Huh? Oh yeah Elements. That's what I meant." the colt said.
"So... What's your name?" Twilight asked lighting her horn a little just in case.
"Stidgion," the colt says in reply now looking at the Elements in the branches.
"That's a... old pony name," Twilight said unsure, not knowing of there being a young colt with that name living in Ponyville before.
"You got something wrong with my name?" Stidgion asked annoyed the shadows moving around faster.
"No. No, just my opinion," Twilight said gently "Friends can have opinions right?"
"I don't know. I don't have friends." Stidgion said glumply "They cast me out just because I tried to do something for them, and tried to help Equestria."
"I know how that feels Stidgion," Twilight said not noticing the shadows coming closer "But if you put something like this off..."
Just then she was cut off by a voice of an old stallion.
"If I remember it's in here. Hurry my friends..."
"Starswirl," Twilight said looking for a place to hide, except there wasn't really that many places to hide in a cave.
"Why are you hiding from this guy?" Stidgion asked frowning and glaring at the entrance.
"Because he's mad at me for bringing him and the Pillars back from Limbo and with them the Pony of Shadows, who destroyed their things meaning they can't send him back." Twilight said in her panicked state. "But, I think, if my friends and I can get the Elements working. We can send him back and they wont have to leave."
Twilight smiled, clapping and was about to use her magic to pull the gems off the tree when something attacked her horn.
Looking to where it was coming from she was surprised to see it was Stidigon, and even more surprised that inky blackness was coming from the shadows and surrounding him.
"Hahahahaha! Thanks for the information I needed Princess..." Stidgion said cruelly becoming larger and more sinister. "After I destroy these 'Elements' There will be nothing to stop me!"
And before her eyes, little Stidgion transformed into The Pony of Shadows and he sucked all the light there was.
"No!" Twilight said trying to get free, but the dark magic was clouding her mind and her coat was getting a darker shade of purple.
"Come on Princess, you don't need anypony else when you have power!" the Pony of Shadows said loving how hard she was trying to resit him, neither of them noticing Starswirl and the Pillars coming to the entrance.
"Stidgion! Release her now!" Starswirl, as leader, demanded.
"And why should I do that?" he asked turning to them but keeping his dark magic keep a hold of Twilight, now making her wings larger and her mane look like purple flames. "After all, once I take over this place I shall need a Queen, and who better that be than the very pony who brought me back?"
Soon more running hoofsteps were heard and along with the Pillars came Twilight's friends.
"Twilight!" they all called out as the last of their friend was taken over by the darkness.
Slowly she was set down.
"There is no more Twilight..." she said avoiding their eyes as she got up "Now... There is only Midnight!"
With that she looked up at them an evil laugh echoing around the cave, sending chills through everyone.
With a lighting of her horn and a tilt of her head, Midnight Sparkle fired at them and caused a large hole, where they were just standing.
"We need to get out of here!" Applejack said.
"But what about Twilight?" Spike said hiding behind Rainbow Dash.
"We'll worry about that later," Mage Meadowbrook said "We can't help her if we're injured."
"But don't we need the Gems?" Flash Magnus asked looking past Midnight and the Pony of Shadows at the tree.
Feeling the bearers near, the elements detached themselves and flew to the right pony.
Well all except the Element of Magic, because it felt there was something not right about it's bearer.
"There we have them," AJ said "Now let's go!" and with that she started to lead everyone to safety.
Midnight Sparkle was about to go after them when the Pony of Shadows stopped her.
"There's no need to go chasing after them my dear," he said coming up next to her. "All that will do is waste our energy. And we shall need all we can get to take over this land of wonder and light. And besides, with out the last Element, they can't really do all that much can they?"
"I guess not..." Midnight Sparkle said looking at the dimmed purple star still embedded into the trunk of the tree. "So... Where shall we strike first, my King?"