//------------------------------//
// (The Evening of) Day 333 - The Best Night Ever, Part 1 
// Story: Winds of the Past 
// by Fantasia 
//------------------------------//

"That... wasn't Twilight."

Celestia winced as she limped into the castle infirmary, Flash propping her up as he helped her to one of the many beds. A dim light from the window was the only light in the room, as he neglected to switch on the ceiling light.

He stared ahead blankly, even as Celestia lifted her foreleg from his shoulders, and lied down with a harsh intake of breath on the bed.

He began working on a bedside machine to monitor her vitals, and preparing a liquid to counteract the effects of the magic crystallizing her from the inside out.

Flash slowly turned his head to his right where she lay, his gaze staring down at her, unblinking.

"I can feel its residual magic still... in my veins, re-reducing my heart to... to crystal." Celestia peered down in pain at her chest, placing a hoof of hers over it. "Its magic is... not of this world, and yet... it brings back memories to the time when... Luna a-and I stopped this world's Sombra..."

Flash said nothing.

"And then, when Luna—!" Celestia shut her eyes, and grit her teeth, breathing in sharply.

"Princess," he said, in an unnervingly soft voice; "please do try and keep still."

Celestia snorted, before smiling up at him apologetically.

Looking into his eyes made her smile falter for a quick second. "I've never been particularly good with doctor visits," she explained.

"I'm afraid you must be," Flash said in a monotonous response. "Your heart is crystallizing at an alarming rate." He motioned to a clear bag, and the liquid inside which would soon be fed into her. "This will counteract the magic, and reverse its effects."

"Really?" Celestia questioned. "Because it looks like that's... a compound used to nullify magic."

Flash froze, standing completely still.

"Surely that would drain my magic," she continued, "and make it so that the crystallization would overtake me."

He remained still, attempting to formulate an explanation when she asked... hoping to reason with him, "Why? Why ally yourself with that... monster?"

The word 'monster' seemed to have struck a cord with him as he turned swiftly towards her with an icy glare.

"She is no monster, has-been," he snapped. "She is the love of my life, and the one who will rule this land after you're disposed of."

"You're under her spell, Flash Sentry." Her eyes narrowed as she deadpanned. The love of his life? The one who will rule this land? I've heard it all before.

"She is quite spellbinding, isn't she? Now, don't fight this, Princess." He stepped closer to her, taking her right foreleg in one of his hooves. "She has shown me the future. Equestria's in better hooves—"

"No!"

A bright yellow sphere expanded from all around her in a quick second, repelling him, and flinging him against the far wall.

She wished she hadn't done that.

Her horn stung and throbbed in pain from the crippling black crystals now growing from it.

Flash sneered, slowly getting to his hooves. "It's futile, Princess," he said. "You cannot stop what is coming—!"

The door swung open, and the two of them turned their gazes to find Cadance standing in the doorway.

She was trembling with anger, gritting her teeth, and leering at Flash in particular.

Unfortunately for him, she had heard everything from the hallway.

"You...! Trying... to hurt my aunt...!" Her eyes went pure white. "I'll have you banished to the frozen north for this!"


"Be careful when creating a monster, Sparkle..." The words echoed inside Twilight's head as she was grabbed around the throat, and hoisted high into the night. "It may just turn on you."

Twilight flailed her forelegs, struggling against the cloud of black smoke to no avail.

Little by little, she could feel the air leaving her lungs, and strength leaving her body. She was sure she couldn't even lift a hoof to fire off a shot, and what good would it have done... were she to? What she was wresting with was intangible—a gaseous mass with a menacing voice.

A spell may have done something, but she was vaguely aware of where she even was at this point, as she struggled to keep consciousness.

Twilight winced, feeling the monster's magic tighten around her neck. "The Elements of Harmony, Twilight Sparkle," she hissed. "Where are the others? Why aren't they with you?"

"Wh... what...?"

Twilight's brow creased ever so slightly in confusion.

She felt cold...

How high up were they now, anyway? Though it could have been her imagination... she swore she had seen clouds.

Were they leaving the atmosphere...?

"The Elements," the monster, the... Pony of Shadows repeated harshly. The magic around her neck gripped her even tighter, and she swore her throat was being crushed...

"Call them here!"

Twilight winced.

"Ngh... Let... let go," she wheezed out.

"Better do what I say," the Pony of Shadows taunted. "You don't seem to have a whole lot of time left—"

Rippling currents, as compact as a punch to the gut, cut her off suddenly, as they ripped a hole clean through her.

"The lady said let go."

The faceless black mass turned, seemingly anyway, to come face-to-face with Rainbow Dash.

"Atmospheric manipulation, huh? The ability to punch the air?"

Rainbow got the sense that her enemy was smirking as she spoke those words.

She glanced to her girlfriend, and to her dismay, noticed the frosted ice on her muzzle and ears.

A fire ignited inside of her, and she readied her hooves into a battle-ready stance.

"Let her go!"

Her opponent retorted with a single, "Hmph," then as per Rainbow's instruction, let Twilight go.

Rainbow remained where she was.

The Pony of Shadows took on a more elaborate form—that of an alicorn mare with eerie white eyes. Her coat bore the slightest outline of purple, and sparkled like diamond dust... but was otherwise as dark as the night itself as she practically blended in with it.

Rainbow recognized her from that night in the Everfree...

"That's a new look, Rainbow Dash."

The statement snapped Rainbow from her thoughts.

Her brow lifted, her forelegs slowly falling back to her sides."You know my name?"

She hovered there in stunned silence, trying as she may to rationalize the situation. She's been inside Twi's mind, altered her memories... Of course she'd know who I am...

Still, a part of her remained unconvinced.

Her suspicion was only furthered fueled by her assailant's puzzling words.

"I know more about you... than even you know, Rainbow Dash! How... how you betray those closest to you in the end, even now!"

Rainbow cocked her head at the accusation.

"I mean, are you really going to let Twilight Sparkle fall?" She raised a hoof to her temple. "Celestia, this world is so upside down... it was in dire need of somepony like me!"

"So it's like Moon Dancer theorized... You really are from another world..."

The Pony of Shadows lowered her foreleg and looked at her mockingly, before dissipating once more into a cloud of smoke—smoke that rushed over to her in the blink of an eye, and wrangled her neck with a pair of powerful tendrils.

"Before I wring the life from you, maybe you can better accommodate me." A face began to manifest itself from the cloud, bearing down on her directly. "The Elements, Dash. Summon them."

Rainbow winced, the pressure on her throat making it almost impossible to even respond to her attacker, much less comprehend what she was asking.

"Wh... w-what...?"

"The Elements of Harmony!" The tendrils thrust her downwards, back towards the city below. "You and Twilight Sparkle are bonded with them, and only those who see the spark can summon them!"

"Nngh... Ce-Celestia s-said..."

The Pony of Shadows tightened her hold, her gaseous form further solidifying. "I don't care what Celestia said! Either you summon them now, or...!"

"That's the thing though."

What?! The Pony of Shadow's face reappeared behind herself to face the familiar voice.

To her awe, Twilight hovered behind her, forelegs poised directly at her, and lights brimming from her blasters.

Her armor now completely concealed her face, red orbs now replacing her violet eyes.

"Princess Celestia said... that the Elements will reveal themselves to us when the time is right."

The Pony of Shadows had but a second to react before being knocked backwards through the air, crashing eventually into the wall of a a castle tower.

Twilight smirked from behind her mask, her focus shifting to that of her girlfriend. Rainbow herself hovered in place, breathing in and out slowly, a hoof softly massaging her jugular.

"Rainbow?" Her brow furrowed in concern, tentatively raising a foreleg out towards her. "Are you...? She didn't hurt you too badly... did she?"

Rainbow shook her head, turning swiftly to face her, and flashing her a cocky grin.

"Nothing I can't fly off." She puffed out her chest, cuing an eye roll from her girlfriend.

Not that she could see it.

Joining up by her side, the two flew back towards the ground, and cautiously towards the gaping hole in the tower's side.

"Feeling any warmer?" Rainbow asked, to which Twilight nodded.

"Mhm."

She smiled in relief. "Well, that's—"

Rainbow didn't get the chance to finish as chunks of concrete flung outwards from the tower, some of which narrowly missing them.

They each turned their attention back at the emerging figure in fright, and nervously gulped.

"Awesome..."

"Armor?" The Pony of Shadow's voice bellowed in anger.

She stood tall, up out from the interior and surrounding rubble of the tower wall.

Rainbow's expression turned dry. "Oh this is gonna blow."

Their enemy scowled.

"You better pray that will be enough!"


While the war waged on outside the castle walls... the situation inside the castle was just beginning.

Seemingly for the second time this night... a door was blown from its hinges.

It slammed against the wall opposite, splintering in half... and from the doorway, stepped out one seething little pony.

"Alright..." Her armor backtracked back up her forelegs, compacting itself into her saddle. Her once beautiful dress was now torn to ribbons from her armor expanding out from under it during her brief escape from the supply closet, and she wasted no time in ripping what remained from her body.

"Where is the pony who—?"

The sounds of chaos and terrified yells resonated from deeper within the castle, stopping her mid-sentence.

Her ear twitched at the sound, and she eased up, thinking to herself, "How long have I been out...?"

The thought however, didn't last as more pressing matters dawned on her.

"Rainbow! Twilight!"

Panic set in quickly for her, and she bit her lip, dreading the worst.

Man...! They were counting on me, and I... The princess! A reminder in the form of a light bulb went off above her head. Where is...? Don't tell me... Did she...? Her ears flattened in dismay for a moment before setting the thought aside.

No! Don't think like that, Moon! The princess has to be okay! She just has to be! That racket... It has to my friends... fighting alongside Princess Celestia and her guardponies... It just has to be...

With that in mind, she rushed down the hall, the ensuing noise only growing louder and louder.

She burst onto the scene, and stopped immediately... letting out a breathless gasp at the scene before her.

Ponies fighting for their lives, using their magic to fend off those attacking them.

Those being Celestia's very own Royal Guard ponies.

The scene left her at a loss, her mind struggling to come up with an explanation.

They must be under some sort of mind control spell... That would explain why those two seemed oblivious to me earlier! But then... where's Celestia, a-and my friends? Her eyes widened. My family! Oh...! Please be okay, please be okay, please be—!

A stallion, sporting a blue mane and mustache, fell to the floor before her. She jumped in startlement, taking a few quick steps as her heart beat frantically from inside her chest. As she placed a hoof over it, the pony's identity dawned on her.

Fancy Pants!

Her eyes darted then to his attacker, a guard with his spear aimed and poised over him, ready to strike.

So she struck first, aiming her hoof at him and blasting him into a nearby table that cracked in half at his weight.

She stared, stunned at what she just did, before her gaze then drifted to her outstretched foreleg.

Smoke trailed listlessly from the end of her armored hoof as it trembled slightly.

She swallowed nervously.

I must've practiced shooting targets at least a dozen times, and yet... I still can't believe I really just did that...

"My word, I say... that was simply too close." He got to his hooves, all the while gathering his bearings. "That was some maneuver there, young miss." He smiled gratefully at her, but Moon Dancer's mind remained elsewhere, her gaze lingering on her still-raised foreleg.

"Erm... Miss?"

He tentatively waved a hoof before her eyes, snapping her from her thoughts.

"Oh, uh..." Her face turned beet red. "S-sorry!"

Fancy Pants chuckled, waving it off.

"You needn't apologize, Miss!" he replied jollily. "Why, I owe you my life! This armor of yours... is magitek, is it not? Simply amazing!"

"T-thanks..." She cocked her head, deciding to just skip to the matter at hoof. "You're not hurt... are you, Fancy?"

"Oh I'm alright. A little tattered, but I'm..." He stopped, looking at her curiously. "I'm sorry, have we met before? Come to think of it..." He placed a hoof under his chin. "You do look familiar."

"Y-yeah, I... w-we've met before... Now, ah... you should really get someplace safe—and please, can you keep this whole 'seeing my face' thing a secret? I really don't want anypony finding out that I'm masquerading as a super hero."

"Your identity is safe with me, Miss, but as for retreating to safety... I am afraid that I cannot—neigh—will not abandon these fine folk in this, our darkest hour."

Geez, melodramatic much? Moon Dancer, deadpanning. She put the thought aside, stressing, "You almost got yourself killed, Fancy! Please, leave this to me. I'm equipped to handle this."

"No can do. I do apologize—I may not be much of a warrior, but I simply will not abandon my friends."

"Urgh, fine." Moon Dancer tore her gaze away from Fancy Pants, the faceplate of her armor shutting over her face. Two rectangular slits lit up in a blue light where her eyes had been. I've already wasted enough time as is, I... "I have to locate my own friends and family, and quick!" She crouched forward, her voice deeper and mechanized as it funneled itself through her suit. "They're no doubt going to need my help."

She took off into the air, hovering in place as she scanned the ballroom. The sooner I can put an end to all this, the less likely Fancy Pants or anypony else are to get themselves... Oh my Celestia...

The whole room was in a frenzy, with strewn decorations, and food, shattered ice sculptures, fallen banisters, and ponies hiding under tables—and behind upturned ones. Other, more courageous guests, wrested with the remaining guardponies, wrangling their weapons with their magic, or resorting to their hooves... or whatever they could get their hooves on.

Come on, Mom, Dad... Morning Roast... She bit her lip anxiously, activating her thermal vision. Where are...? Her thought ceased, her brow raising as she laid her sights on a trio of ponies, huddled behind a table in the far left corner, acting as a shield against a couple of guards, mindlessly chipping away at the impromptu barricade.

She wasted no time in flying down to their level.

We may not always see to eye-to-eye, but... She grabbed the guards' heads in her magic, and bashed them against one another. I will not allow anypony... to hurt my family.

She moved past the unconscious duo, and stopped before the table, giving it a mighty heave with her magic.

Despite the strain it placed on her horn... the table gave way, and she immediately picked up on her family's scared voices.

"Here they come!"

"You and Morning make a run for it! I'll try and hold them off for as long as I—!"

"There's no way that we're leaving y—!"

The table was lobbed to the right of them, leaving them face-to-face with their attacker... or so they thought.

Moon Dancer raised one of her hooves just as her dad lit up his own horn in panic.

"Wait wait wait!" she beckoned. "I-I'm not the enemy!"

Her eyelids squeezed shut as she braced for the inevitable misunderstanding... but it never came.

"You're not?" came her dad's voice, apprehensive in tone.

"They certainly aren't military, that's for sure. Why, they look more like a super hero from our daughter's comic books..."

"Like Iron Mare..." Morning Roast mused.

Moon Dancer, picking up on her sister's suspicion, began panicking internally.

"Uh, y-yep!" She grinned nervously from behind her faceplate. "I was inspired by her actually... Now, uh... s-stay here, and stay safe!" She turned away from them, kneeling forward as she prepared to blast off. "I gotta go save everypony else—!"

"Wait!"

She froze, recognizing her sister's voice once again, and looked back over her shoulder to see Morning with her foreleg outstretched towards her.

"M-my sister, Moon Dancer! She's here too, and—!"

"Moon Dancer is here?" her parents both exclaimed, her mother adding in dismay, "Oh my poor baby girl..."

Moon Dancer's eye twitched.

I really hate it when she calls me that, she groaned internally.

"How could you keep this from us, Morning?" her father scolded, eyes bearing down on the older sister. "Moon could be in some serious danger right about—!"

"S-she's not! Your daughter is safe and sound, back at home," she assured, calming her father's ire.

"She is? H-how do you know?"

"I ran in to her on the way here, and helped her to safety. She told me before running off that she'd run straight home, and asked if I could save her family. She said that if I found you guys, to tell you that... she was really sorry about having her sister lie on her behalf." Moon Dancer's face saddened as she gazed back at her family with an apologetic smile. "She seemed... really sorry about that..."

"I see... Sorry I raised my voice there, Morning..."

"But then... why would Moon not want us knowing she was here?"

"Uhm, if I may... I think maybe that's a question you should ask her yourself, once this whole ordeal is done and over with. Speaking of..."

Moon Dancer turned back around and rocketed off, leaving her family momentarily stunned.

Morning watched as the iron-clad hero flew off, thinking to herself, No... it couldn't be... Moon?


Firing at a couple of guards from above, Moon Dancer landed in the center of the foray, spotting a couple more targets and rearing back on her hind legs, aiming her hooves in their direction.

She fired, moving swiftly on her hooves as she made quick work of the guards that she could see.

Heavy steps coming from behind her alerted her to one guard, and as she spun around, dropping on to all fours, narrowly avoided being stabbed.

Sparks flew as the guard's spear grazed her raised forelegs.

"Nngh..." She winced, his weight bearing down on her. "Would you kindly... back off!?"

The circle on her chestplate began to glow, growing hotter with powerful repulsion magic. It fired off, flinging them across the room.

Moon Dancer took a few wary steps back, breathing out in relief. "Take that, you... you..."

Her rump brushed up against somepony else—somepony she quickly assumed to be another guard, and she turned, frantic... her foreleg raised.

From behind her mask, she saw the form of an... unfamiliar unicorn stallion. He wasn't particularly dressed like the other guardponies, but that didn't stop her from firing first... and asking questions later.


Shining found himself speechless at the sight of an unknown pony, their identity concealed within an unusual suit of armor.

Not unlike the ones his sister and her fiancée had been dressed in earlier.

The first thought that ran through his head as his nerves eased was that this was Iron Mare, the comic book character. Another second later, and he shook the thought from his head, reminding himself, Iron Mare isn't real, Shining. This must be another one of that impostor's tricks!

His suspicion seemed to be true as the pony lifted their right foreleg, aiming it at him directly... the surface of their hoof brimming with energy.

C-crud! he panicked. Gotta think fast!

The shot fired, and Shining hoisted a metal tray with his magic to his chest, one he had been using previously, both defensively and offensively.

The blast ricocheted off the reflective surface, shooting upwards into the ceiling, bits of drywall coming loose as a result.

The blast had also sent Shining reeling, forcing him back several feet.

"Tch..." He winced, gritting his teeth and swiping the tray at his foe as he ran back towards them.


Moon Dancer gasped, ducking her head and narrowly avoiding getting knocked to the floor. Before she could recover however, Shining lowered himself, swinging his back hind leg forward, and knocking her off her hooves with a startled cry.

This guy's good... She smiled, her adrenaline pumping... her heart beating wildly against her chest.

"You're good, better than the others. What are you, their leader?"

The question gave Shining pause.

"Leader?" he repeated, exasperated. His brow furrowed. "I-I'm not one of them! Er, well... I am their captain... b-but I'm not hypnotized! I've been down here holding them off this whole time!"

The revelation now gave her pause.

"Oh," was all she said, in a timid voice.

"Now, who the hay are you?"

"N-not obligated to say!"

"Oh, terrific. So I'm just supposed to accept that you're some... what? Costumed hero, here to save the day?"

"Yes?"

Shining deadpanned.

"I don't have time for this. There's still ponies that need saving—"

"T-then let me help you!" Moon Dancer scrambled to her hooves, running up to him. "We can take 'em down faster if we team up!"

"What are you—?"

"I mean, you're pretty handy with a shield, right?"

"Well, I..." Shining blinked, stupefied, staring down at the tray he held in his telekinetic grip in contemplation.

"I suppose..."

"All we gotta do is spot their reflection in the tray, and by angling it juuust right... a few well-aimed shots should take 'em all out!"

"If you accidentally hit anypony else..."

"I-I won't! I'm sort of a genius."

Shining stared back at her dryly. Now's not the time, he thought, raising the tray. "Alright. Give it your best shot then."

"Alright... I see one there..." Shining moved with her as she began to circle around him, getting a good glimpse into the crowd. "There, and... there! Now to do some quick calculations, aaaand..." Three shots rang out in quick succession, successfully nailing each of her targets squarely in the back of the head, the concussive blows knocking them to the floor, out cold.

"Booyah!" Moon Dancer cheered. "Yes!"

She raised her hoof up high, expecting him to bump hooves with her, but instead he just stared back at her.

"You know you seem to be enjoying this a little too much," he remarked.

Moon Dancer pursed her lips at that, stepping back and staring back at him indignantly.

"Uh, excuse me for celebrating the fact that we just stopped a whole platoon of—"

"This was my platoon," he snapped at her, shutting her up.

He breathed in deeply, then out, easing his rattled nerves. All around them, ponies came out from their hiding places, cautiously... surveying the scene, and tending to one another.

Moon Dancer placed a hoof behind her neck anxiously, feeling things quickly growing awkward between them. "Uhm... I, I-I didn't hurt them too badly—"

"It isn't that—it's this night." Shining let out a sigh. "It's not enough that my men turned on me, or that I haven't seen hide nor hair of my fiancée after she went searching for Princess Celestia... but now some... thing—I don't know what—tried to impersonate Celestia, and incriminate my little sister before then attacking both her and her fiancée..." Moon Dancer's brow raised, and she lifted her head in surprise.

"I haven't seen her since," Shining continued to lament, with a hopeless shrug. "I-I have no idea if either of them are okay or—"

"Excuse me, but... did you say sister?"

"Er, yeah?" he replied, dumbfounded. "So?"

"Sir, um... by any chance... is her name Twilight Sparkle?"

"You know my sister?"

Moon Dancer's face beamed from behind her faceplate. "I knew your cutie mark looked familiar!" Her excitement piped down as her surroundings reminded her that now wasn't exactly the time. "Er, yeah... yeah I do. I, um..."

"You built those costumes for my sister and her friend," Shining muttered, the realization dawning on him.

"Well, I didn't build them for Twilight and Rainbow per se, but... basically, yeah. Also, they're much more than just costumes, seeing as they're equipped with offensive weapons and magical enhancers."

"I don't understand..." He gave his head a shake. "Why?"

"They came to me, distraught that something might go down tonight. Looks like they were right."

"That monster, you mean."

"Twilight said it came to her in a dream, saying how it was going to destroy the princesses, herself, and everypony close to her."

"And she didn't tell me?"

"She didn't want to get you involved. She figured that herself, along with Rainbow would be enough, and, y'know, I figured I'd help them because why not? Beats standing around, making... small talk... Uhm..." She tilted her head at him in confusion, watching as he stripped the guard nearest to them of his armor. "What're you...?"

"Gearing up," he told her, taking the guard's helmet and placing it over his head. "There's no way I'm about to just stand by while something both sets its sights on my little sister, and puts the life of my fiancée in danger."

"Uhm..." Moon Dancer cocked her head. "Who is that anyway, if you don't mind me asking."

"Princess Cadance."

"Wait..." Moon Dancer's jaw fell open as she did a double take. "Princess Cadance is your fiancée?!"

Shining nodded. "She sure is, and I'm not about to lose her." He turned back to her, having taken one of the guard's shields, and buckled it to his own foreleg. "You said I was good with shields, right?"

"Y-yeah!" Moon Dancer snapped out of her amazement. "Total—!"

"Moon?"

The sudden, hesitant sound of her name being said caused her whole body to tense up suddenly.

"Is that y—?"

She spun around, coming face-to-face with the three girls.

"G-girls!" she exclaimed in a panicked tone as she ushered them closer. "Shh, quiet! You're gonna give away my secret identity!"

The three of them looked at one another, eyebrows piqued.

"Um, sorry?" Minuette was the first to apologize, though... still not entirely sure at to why.

"We had no idea you were trying to keep your identity a secret in the first place," Lemon Hearts added in.

Moon Dancer let out an awkward laugh. "Yeah... it's uh, sort of complicated."

"Oh..."

The three of them averted their eyes, guiltily, as if longing to tell her something—something that Moon Dancer was quick to pick up on.

"Girls?"

Twinkleshine fidgeted a little in place before peering up anxiously at her armored friend. "Sorry we said that your creations were weird," she began.

"And that we sorta laughed when you started going on about some supposed monster agency, and how all of Equestria was in grave danger," Minuette added.

Moon Dancer blinked, completely taken aback. "Oh, w-well... that was actually entirely unrelated—"

"Is there any way that we can make amends, Moon—er, Iron Mare?" Lemon Hearts asked, cutting to the point. "We'd love to help out any way we can."

"Uh, w-well..."

Moon Dancer struggled to find the right words, finding herself, once again, at a loss for words.

"C-come with me, Girls," she eventually said before turning back around to address Twilight's brother, blinking all the while to clear her vision. "Go help your fiancée. We'll go tend to your sister and Rainbow Dash."

"Okay, first of all," Shining warned her, "don't give me orders. Secondly...!" He smiled back at her in relief. "Thank you. Seriously."

Moon Dancer nodded. "No problemo! Okay, team—" She lifted a hoof over her head before aiming it forward. "—Move out!"

She and the others took a step in the direction of the castle foyer, when a section of the ceiling above them came crashing down, chunks of floor and a particular pegasus in guard armor falling between them. Shining and the four mares with him all looked up in shock at the hole made in the ceiling, seeing only Cadance staring down at the guard, teeth clenched and eyes encompassing a white light for a moment before snapping back to her normal, purple irises.

Cadance looked around at the floor she had caused to cave in before peering down at the mess below, and the shocked looks on their faces.

She blinked in confusion, a sheepish smile quickly spreading across her lips.

She lifted a hoof to wave at the four. "S-sorry about the mess." The same hoof then went behind her head, as she scratched it meekly. "I guess I lost it when I saw him try and hurt my aunt."

The pegasus guard's eyes blinked open, his irises glowing pink. He hopped to his hooves, surprising everypony else around him as he glared up at the princess of love. "You're gonna have to do better than that if you want to stop us, Princes—"

A blunt strike from a vase shattering over his head knocked him to the ground in an instant.

The others all turned their attention towards Twinkleshine, Twinkleshine herself looking between them in puzzlement. "What?" she asked simply, shrugging her shoulders. "He was trying to hurt both of our princesses." She glowered down at him. "To think I used to find him hot."

"Um, Girls?" Cadance called down to them. "Don't be too harsh; he's clearly under some sort of mind control spell."

Flash's eyes opened warily after a moment. "Wha...?" His eyes glanced around the ballroom in a daze, a residual fog still clouding his mind. "Where... am I—?"

"Quiet, evil dooer!" Lemon Hearts snapped.

"Those are quite the friends you have," Shining remarked, watching the display from off to the side before glancing to his right, where Moon Dancer herself stood.

From behind her armor, Moon Dancer's eyes had slowly widened at the display. "Y-yeah," she stammered out. I had no idea they could ever be so willing to... fight back.

Moon Dancer shook the thought from her head, peering once again towards the exit of the castle.

Celestia let us be enough...


"Um, Girls?" Cadance called down to them. "Don't be too harsh; he's clearly under some sort of mind control spell."

She sighed, watching solemnly as they disregarded her advice.

"Ca... Cadance..."

Cadance's ears twitched at the sound of her name being uttered.

She raised her brow as she hurriedly turned her attention back to her aunt.

"Celestia! Oh, I'm so so so sorry I—!"

She rushed over to her aunt's side. "Tell me what I must do to help you. T-there must be something that I—!"

"There... there is," she said, her breaths shortening. "You, you must perform the... C-Crystal Heart s-spell..."

"The Crystal Heart spell?" Cadance repeated in disbelief. "Auntie Celestia... You mean to tell me that our enemy knows—?"

Celestia answered her suspicion with a nod.

"B-but... how is that possible? The Crystal Heart spell only reveals itself to, to future leaders, and only exists to help them overcome—!"

"I know, Cadance... I know..."

"Then how...? I thought ponies who were chosen had to be pure of heart?"

"This hasn't... a-always been the... the case... Cadance, please... the longer we dally, the... the weaker my magic be... becomes. You must perform the spell now."

"But I...!" Cadance bit her lip in uncertainty, averting her eyes. What if I can't overpower their will? What if...? No... No what ifs. I can, I... I must, for the sake of my aunt. For this kingdom, for my family, my friends. Her horn ignited as her eyelids closed in concentration. Her head bowed, and she lowered her horn, pointing it directly at her aunt's chest.

They're all counting on me, they... they're all depending on me! Shining... Twilight, Rainbow... t-they all believe in me. It's their faith in me, their friendship... that makes my future shine brightest!

Celestia breathed in a much-needed breath as the crystallization suddenly lessened, feeling the blockage in her veins melt away. She sat forward, breathing in and out softly, gathering her bearings as her niece took a couple steps back to give her some space.

Celestia brandished a slight smile in her niece's direction. "I knew your will was stronger."

Cadance blushed at that, shying her gaze away for a moment before remembering the present danger.

"Celestia—!"

Celestia nodded. "I know. Tell me, are Twilight and Rainbow...?"

"I don't know. They showed up in the ballroom dressed in costumes that looked like they were ripped straight from the pages of a comic book."

Celestia stared back at her.

"Seriously?"

"Yes!" Cadance exclaimed, direly.

Celestia sighed, deciding to just... skip to the point of contention.

"Where are they now, and... are they in any danger?"

"Outside, and... m-maybe—b-but have a little faith! You know those two! They're inseparable, which makes them unstoppable, I... think... Wait—"

Celestia shook her head, deciding that she had heard enough. She stepped out of bed, much to her niece's worry. "I must get a letter to them then, posthaste!"

"Er, letter?" Cadance cocked her head. "Won't that just get sent to Spike?"

"He'll deliver it to them. I believe that he'll be able to."

"If you say so... I just..." Cadance lowered her ears as she gazed away worriedly, softly chewing her lip. "What could be so important that you need to send a letter?"

"A warning."

A... a-a warning?" she stammered questioningly, taken aback by her aunt's response.

Celestia nodded. "I recognized our foe's magic from a prior incident some months ago, when the same magic tried taking control of Twilight—"

"What?! Auntie Celestia, I mean no disrespect, but... why didn't you tell me Twilight had been attacked?"

"Because I thought I had dealt with the problem... and that it would never ail her again. Looks as though, like tonight... I was wrong."

"So Twilight was being targeted all this time..."

"It's no wonder Twilight and Rainbow would go through the trouble of procuring specialized armor... They must have been so terrified, and I...! I decided to go ahead anyway and throw a banquet... Tch, I should have known that the entity would try and attack here tonight, but me and my arrogance... I thought a few guards and a magic detector would be enough... never once suspecting that it would use my own men against me..."

"Nopony could have predicted that," Cadance tried to assure her. Celestia however, remained less than convinced.

"Twilight and Rainbow both knew something bad would happen tonight. Now, all of a sudden, my student's comment earlier makes much sense." She let out a frustrated grunt. "I should have taken them more seriously, I should have... listened more when Rainbow suspected Nightmare Moon's involvement..."

Cadance's eyes widened. "N-Nightmare Moon? S-she's... real?"

"And right now, I have a sinking feeling that this foe of ours, and Nightmare Moon have more in common than we know." Celestia lit up her horn, and in a bright flash of light, teleported a roll of parchment to herself. "I am deeply sorry for keeping all this from you, my niece, and I will be sure to share everything with you after tonight... but for now, we must focus on saving Twilight and Rainbow."

"R-right..."

As Celestia began jotting down words, Cadance—amidst the silence—posed another question. "What exactly... are you warning them about?"

"I sensed more than Nightmare Moon's magic in our mysterious assailant. I fear we may be up against something far stronger than any one of us. Something... Luna and I have not faced in millennia... Cadance... I think we may be up against an umbrum."

"U-umbrum...?"

Celestia nodded, her expression turning grim.

"A shadow pony."


Spike's head lifted up from the pages of the comic he was reading, looking around for the source of the sudden disturbance that shook the tower to its very foundation.

"Huh." He shrugged, flopping back upon his bed.

He was only just beginning to get comfortable again when a second crash shook the tower, causing him to nearly jump from his scales.

Spike sat up straight, looking around frantically. "What in the—?" A heat rose up inside him, expelling out his mouth in the form of an uncontrollable green flame; and from within the fire appeared... A letter?

He reached out and clumsily grabbed it, letting out a sigh of relief as he began to unravel it.

His eyes widened at its contents.


Aw man... Why oh why does the palace have to be so far away? he thought, running down the outer spiral of stairs surrounding their tower. I couldn't have wings like Rainbow, or teleportation magic like Twilight, oh no, that would be asking too much—!

He only just hit the road when he jumped back in fright, a pegasus crashing into the street inches before him.

He put a hand to his heart, quickly taking notice of her cerulean blue feathers and rainbow mane. "Rainbow?" he tentatively asked, getting down to his knees, and placing a claw on her shoulder. "Rainbow, are you alright?"

She met his question with a wary groan, as she craned her neck to face him. "H-hey, Spike. Urgh..." She lifted a hoof to her head. "Even with these goggles, it was impossible to see a hit like that coming." She flashed him a sheepish smile. "Sorry if I woke you."

"You, ah... y-you didn't. You didn't," Spike assured her. "I, uh... was actually on my way to see you." He bit his lip and backed up, allowing her some room to breath. "I seriously hoped that Moon Dancer was just being overly-paranoid... that giving you guys magically-enhanced armor was just a precaution..."

Rainbow paused, picking up on the disappointment in his voice, and straightened up, placing a comforting hoof against his arm.

"We'll keep you, and everypony in this city safe, Spike. Don't you worry." She puffed out her chest, making him chuckle softly, before then springing to her hooves, and motioning to their tower stairwell. "Now run back inside the tower, and find a safe place to hide before—"

"Spike!"

Rainbow's eyes slowly widened as her ear twitched at the sound of her girlfriend crying out the dragon's name in desperation. Below them, shadows loomed, growing larger in size... and she knew that could only mean one thing.

She threw herself into him as heavy pieces of debris hit the ground and cracked as they hit the spot where they had both just been standing with a deafening crash.

She gazed up, noticing the outside of their tower had been grazed with magic, knocking loose the rubble that almost crushed them.

She gulped, tearing her eyes away from the sight as Spike grabbed her attention... his own trembling arms lowering from his face.

"That's just it though!" he exclaimed from beneath her. "The princess sent me a letter!"

Rainbow had little time to process his words however, flinching as Twilight's voice once again rang out from the skies above.

"Dash!" her voice yelled out. "I could really use your help!"

Rainbow tched, winding her foreleg up, and, anticipating the moment their foe turned solid, punched the air, rippling the atmosphere and knocking them away long enough for Twilight to take aim.

"Thank you!" Twilight exclaimed kindly, then blasted their foe into a nearby tower.

The earth yet again shook as Rainbow turned her attention back to Spike... her own brow furrowing. "A letter?" she questioned. "From the princess? About what?"

"She says that she's... she's sorry about... letting the two of you down, and—" A thunderous crash sounded, cutting him off as more rubble came raining to the ground, Rainbow instinctively unfurling her wings over Spike. "A-any idea what she's talking about?!" he continued frantically.

"Nngh... No idea!" Rainbow folded her wings and stepped back, allowing him to stand. "Anything else?"

"Y-yeah!" he stammered out, legs trembling. "She, um, said that you're both, ah... outmatched, a-and that... you should both return to the castle ASAP."

Rainbow's gaze slowly fell, her ears flopping at the news.

"But Twi and me... We were supposed to handle this so that nopony else got hurt..."

"I know, Rainbow, but... that was before... I mean, do you really call all this destruction handling it?"

"I...! Okay, maybe we are outmatched... but what else are we supposed to do? Does Celestia seriously expect us to turn tail and head towards the castle with that thing in tow?!"

"Yes!"

Rainbow was taken aback by Spike's answer as she found herself simply staring back at him stunned.

"What...?"

"I mean... that you and Twilight aren't alone in this fight! You don't have to take on everything by yourself; you have friends! Moon Dancer, Princess Celestia, Princess Cadance, Shining Armor... Me even... We're all willing to fight alongside you."

"But, the danger—!"

"Forget about the danger, Rainbow. Friends accept the risk, I mean... do you really think they'd be calling you and Twilight back to the castle if they hadn't? Or that Moon would have agreed to tag along?"

"No..." she replied begrudgingly, her shoulders slumping in defeat. "Who am I kidding? This fight isn't going the way either of us had hoped, and, well... if it keeps Twi safe..." She gazed up at her girlfriend with a sorrowful expression, as she tangled with their enemy. "I just hope she'll understand..."


Twilight rocketed out of the cloud of magic she was wresting with, holding out her forelegs and spraying a cold blast of icy-cold magic, slowly freezing the Pony of Shadows in her smoke form completely solid.

Twilight grinned warily from behind her mask, when her smile fell as she stared back in awe of her foe's magic moving freely within the freezing ice.

Shards of ice flew past her and scraped her armor as she broke free, resuming her alicorn form.

Twilight gulped.


"Come on, Spike." Rainbow knelt forward, allowing Spike to climb up onto her back... Spike himself bemused by the act. "It's like you said. We have to meet up with Celestia and the others! First though, we need to let Twilight know."

Spike eyes lit up, a small, hopeful smile forming. "You mean it's really okay if I tag along?"

Rainbow sighed then nodded briefly. "You coming with us, as insane as this is gonna sound... is probably a whole lot safer than leaving you here. This area's too battered, and besides, you have fire! If push comes to shove, you can defend—!"

Rainbow was cut off as Twilight was thrown into her, hitting her body and flinging her onto her back. The sheer force caused her to skid down the road as she managed to wrap her forelegs protectively around the unicorn.

Spike meanwhile, leaped from his skin the moment Twilight was thrust into Rainbow. He watched as the ponies closest to him came to a slow, agonizing stop... and came to rest in a mangled heap.

"G-guys!" he exclaimed, only just beginning to run to them when he froze in place at the sound of something plummeting to the ground behind him. He gulped, turning and begging Celestia it wasn't what he thought it was. "Please don't be, please don't be, please don't—"

His prayers were ignored as he came face-to-face with the monstrous being that was attacking Twilight, now standing a few feet away, its hooves indenting the pavement from its powerful descent from the sky.

Finding the strength to react, he inhaled deeply. Looks like push has just come to shove, he thought, breathing out and creating a wall of green flame between the two of them.

"Yes!" he exclaimed under his breath, pumping his fist down at his side before turning, forcing his quaking legs to move, and ran over to his friends.

Rainbow, meanwhile, only just began to gather her bearings.

"Are... are you okay, Twi?" she asked, sitting up slightly with a pained expression, and gazing down at her girlfriend that she still held tightly in her forelegs.

Twilight responded with a groan.

"Even with this suit... That really stung."

"Well hay, how do you think I feel? Your armor's not exactly light, Twi."

Twilight peered up her, bearing an apologetic smile from behind her mask. "Sorry..."

Spike knelt down beside them, drawing Twilight's attention.

Spike... Spike recoiled slightly in surprise as Twilight brought a gentle hoof to his cheek. "Spike, are you alright?"

"I... I'm fine, Twilight." He set a palm over her hoof reassuringly. "I'm a little shaken... but alright."

"I'm sorry, I... Rainbow and I never meant to bring this fight so close to home, it just..."

"Got out of control?" he surmised. "Yeah, about that..."

Twilight cocked her head just as Rainbow cut in, finishing for him.

"We have to head for the castle, Twilight."

"The castle?" Twilight exclaimed, incredulous. She gave her head a defiant shake. "No no no, we can't! Everypony's there! We can't just—!"

"Um, Guys?" Spike interrupted, his gaze switching anxiously between them and the wall of fire. "Maybe now's not the time to argue? My firewall's not going to hold forever—"

Spike and Rainbow winced as searing green embers blew past them, his wall of fire reduced to smoldering ash and smoke in an instant.

The Pony of Shadows folded her wings at her sides, taking a step forward.

"Now—" Their horn lit up, grabbing a hold of one of Rainbow's back hooves, and pulling it forward. "—Would you kindly... summon the Elements of Harmony!" Rainbow's eyes widened as she was dragged closer, her breaths quickening, and her heartbeat racing. Her body thrashed in a frantic attempt to break free from the rogue magic.

Twilight gulped, watching fearfully before shutting her eyes and focusing her thoughts, imagining the three of them teleporting to safety a ways down the road. Hay, she thought, her horn sparking to life. Now's not the time...

She and Rainbow materialized in the air with a stumble before flying off down the road towards the castle, Spike seated upon Rainbow's back.

Twilight herself turned her gaze worriedly towards Rainbow.

"Please tell me you've at least got a plan for when we get there!"

"W-we do! But, um... You're probably not gonna like it..."

She could feel Twilight's eyes staring at her in confusion from behind her armor's piercing red specs, and tore her own gaze away ashamedly. "We're going to meet up with all of our friends, Twi!" she explained, shouting over the whipping winds. "We're going to fight alongside them, okay? Princess's orders."

"But I...!" Twilight bit her tongue, averting her eyes in dismay. "I didn't want anypony else to get involved..."

Sorry, Twi... Rainbow gazed back ahead, Twilight's reaction sending a pang of guilt across her heart. I know you wanted us to handle this ourselves, but... this really is for the best...

Back at the towers, the Pony of Shadows reared up on her hind legs as she screamed out in frustration, before bringing her forehooves down upon the street and uprooting the cobblestone... creating a crease that traveled quickly down the road after them.

Rainbow's ears perked up at the incoming, crumbling sound and glanced behind her, letting out a gasp—her gasp grabbing both Spike and Twilight's attention, and the three swerved out of the way, retreating higher up into the safety of the night sky.

The road flicked up as it reached its end, falling back upon the brittle earth the city had been built on, collapsing into a series of caverns underneath the city.

Now high above the city streets, the three stared in awe at the destruction.

"Geez..." Rainbow rubbed the back of her neck, exchanging a quick, fearful glance with Twilight.

"They have the power... to move the earth," Spike uttered.

Twilight was the first to snap free of her astonishment, swallowing her pride as she admitted, "M-maybe a little help isn't such a bad idea..."

Rainbow and Spike both turned to look at her, sharing the same, deadpan expression.

"You think?"


"Shining!"

Shining glanced up a little ways from the main castle doors just as Twilight drew back on the thrusters in her hooves, landing safely before him. Rainbow, still carrying Spike, swooped down beside her.

"Sis?"

Her helmet retracted down to her neckline, and she smiled, assuring him it really was her.

"Brother, why aren't you inside the castle? And where'd you get the armor? Not that it doesn't suit you."

"Off one of the guards; and I came out here looking for you, Twily." Her formed a soft smile of his own. "Same goes for your armor."

"Shining, we have to get inside. The princess wants us all to stick together, and fight as one."

"I know. I talked with her after checking up on Cadance," he replied. "They explained how they think you're all in danger."

"We were," Twilight replied in a hurry; "and uh, s-still are... but it's okay though because we're all together now. Now come on." she beckoned, moving past him.

"Hold on." Shining reached out, grabbing his little sister firmly by the shoulder. "Twilight, I don't like the idea of you endangering yourself."

Twilight fumed, glaring accusingly as she spun back around to face him. "I'm capable of handling myself out there, Brother. It's you and the others I'm worried about!"

Rainbow glanced around uneasily as the two siblings continued to bicker, on the lookout as her eyes scanned the sky.

"Guys?"

"I'm a soldier, Twilight. My job is to fight against threats like that—"

"They're too powerful for you to fight alone!"

A chill ran down the back of Rainbow's neck, feeling the air around them thicken and warm, becoming uncomfortably muggy.

She and Spike exchanged a look of worry before repeating herself a little louder, and more clearly, "Guys."

"I have to try," Shining insisted. "I can't put you in harm's way, I just..."

Twilight eased up, garnishing a look of understanding. "With the help of my friends... I'll be alright, Shining, because there's no problem you can't solve with friendship—" The wind whipped around her, and in an instant, Twilight, Shining, and Spike found themselves in the main castle foyer.

What just—? Twilight looked around her, her heart sinking once she looked straight ahead and saw Rainbow about to close the castle doors on them. "Rainbow!" she cried, running up to her, all the while thinking, Did she...?

"It's like the princess said, Twi. You need to barricade yourselves in here, and look out for one another." Rainbow flashed her a wary smile, further closing the gap between them.

"Wait!" Twilight reached out, grabbing Rainbow's hoof in her own. "You don't have to do this on your own, Rainbow! That's why we have these suits! S-so that we can look out for, and fight alongside one another, remember?"

"That's just it though, Twi; there is no fighting that thing! At least not traditionally! We need to use its own strength against it."

"And how are we supposed to—?"

"I was thinking that maybe you and Celestia could put your heads together and figure that out." Twilight bit her lip, gazing down in uncertainty. Rainbow glanced over her shoulder at the encroaching clouds of darkness, before focusing back on Twilight. "Come on, babe; chin up. I just know you can figure out something." She grinned encouragingly, placing a hoof under her girlfriend's chin, and lifting her gaze to meet her own. "I'll keep it busy until you do."

Twilight nodded shakily, her lips forming a slight smile. "Just don't let it catch you... alright?"

"Aw come on, Twi. You know there's no stopping me—!"

Shadowy tendrils snaked around her body, shoulders, and hind legs before latching around them tightly and thrusting her back into the darkness.

"Twi!"

"Rainbow!"

Twilight reached out for her hoof, narrowly missing hers. No! She panicked, igniting her horn. No no no no—!

She screamed as heavy winds came rushing through the open doors, launching her through the air before she landed on her back by the stairs. Spike ran over to check on her just as smoke began billowing in through the front entrance.

"Twilight, what's...?"

Twilight winced, propping herself up on a foreleg, watching as the smoke manifested itself into the neck and head of... She gulped, feeling her heart sink and skin begin to pale. A hydra...

She shrunk back, shutting her eyelids tightly... bracing herself as the monster loomed over her, about to ensnare her in its jaws.

Her body trembled uncontrollably, instinctively curling up tighter... when the hissing sound of evaporating smoke filled her ears. Her eyes blinked open and her heartbeat relaxed as she glanced around, breathing softly.

Her brother stood by the doors, his aura keeping them shut.

He glanced back at her. "Any chance you have something in that suit of yours you could use to—" He grunted, the creatures on the other side of the doors throwing themselves against them. "To keep these things out?"

Twilight nodded, still trembling. She breathed in deeply, closing her eyes and drowning out everything around her as she raised a hoof.

A narrow blast of searing magic melded the tip of the doors together, her brother stepping out of the way once she had most of them melded.

Her shoulders dropped in relief, and she scrambled to her hooves, running up to her brother.

Shining himself turned incredulously towards his sister as the pounding sounds persisted from the other side of the castle doors.

"Smoke monsters, Twilight? Really?"

"I-I think they're magical constructs, actually. The magic just makes them appear as though they're made of smoke, and..." She sheepishly stretched out the syllable, averting her eyes. "You don't really care about that—"

"What exactly are we dealing with here?"

His voice startled her, and she rushed to explain, "I-I honestly don't know... but Celestia will. Come on, Spike, Shining!" Twilight turned towards the central staircase. "We have to reach her and Cadance so that they can help us devise a way to defeat it."

"But... what about Rainbow?" Spike glanced back over his shoulder in worry. "Shouldn't we...?"

Twilight shook her head.

"She bought us this opportunity, Spike. We shouldn't squander it. Right now she's out there, fighting to keep all of us on the inside safe... and besides..." Twilight looked towards the doors with a confident look. "She's a survivor, Spike... and the bravest pony I know."


"Twi!"

Rainbow reached out, the tip of her hoof brushing Twilight's before being yanked away. The last thing she saw before darkness enveloped her surroundings was Twilight reaching out after her, terrified.

She hit the ground hard, and as she looked up, found the Pony of Shadows with her back to her, watching as the castle doors slammed shut.

"Hmph. If they think for a moment that they're safe..."

Rainbow's eyes widened, watching as creatures, cloaked in shadow, rushed the doors. What are...?

"I call them my Nightmare Knights," replied the Pony of Shadows, having seemingly read her thoughts.

"Nightmare... Knights...?"

"A peculiar side effect of my dark powers. Creatures of instinct, and driven by hatred, they can take the shape of one's own deepest fears and insecurities..." The Pony of Shadows snorted, before turning to look over her shoulder. "You do realize that your pitiful attempt to buy them time was futile. Sooner or later my Nightmare Knights will find them."

Rainbow glanced once more to the castle entrance where she saw the creatures now slinking into the shadows of the night, and slipping under the door. Her heartbeat quickened at the sight, but she kept her head level, and put on a calm demeanor.

"So what if they do?" She grinned cockily. "Twi and the others will handle them. The important thing is that I kept you from coming after them."

"How noble of you." Rainbow leaped to her hooves just as her opponent conjured three more pony-like figures from the murky smoke surrounding her. These ones were different, bearing more of an eerie resemblance to the Wonderbolts, with darker flight suits, gleaming yellow eyes, and blue, slicked back manes.

The Pony of Shadows sneered at her, as she presided over them. "Then I'll be sure to make your death as quick, and painful as possible!"


Twilight, Spike, and Shining Armor hurried down the grand corridor on their way to the castle infirmary.

"It shouldn't be much further," Shining exclaimed. "Cadance and Celestia should be waiting for us just around the corner!"

"Then that's where we're—" Twilight gasped as one of the shadowy assailants jumped out at her from the shadow of a column, its narrow slit of an eye leering into her.

Twilight grimaced, and activated the propulsion in her front hooves. The miniature jets knocked the monster back against one of the hallway columns seconds before she shot a blast through its head, painting the column black.

She turned to face Spike and Shining, who both wore startled expressions.

"A-A magical construct?" Spike questioned.

"I thought we had locked them all outside," remarked Shining.

"They must have slipped between the cracks." Twilight replied, then readied herself as more pony-like figured emerged around them from the shadows. "Here they come!"

The three proceeded to fight them off—Shining using his shield and magic to fend them off, while Spike and Twilight relied more on their flame breath and magic gauntlets respectively. As their foes were pushed back, or set aflame, something strange began to stick out to Twilight, notably as the enemy before her seemingly melted into black sludge after receiving a laser blast to the face.

What is...? Magic doesn't usually stick to things. It evaporates, dissipating into the air around us... She stared conspicuously at the sticky blotches, sticking to the walls and floor, when she all of a sudden paled at the sight of the blotches beginning to spread.

She let out a startled breath, clumsily taking a few panicked steps backwards.

"Guys, I... I-I don't believe it myself, but... I-I think these things are the result of a magical curse."

"Curse?"

Spike looked away from the spreading darkness, and instead to Twilight with a dubious look.

"Inknorance, Spike," Twilight replied. "I learned about it once. It's a curse that is unleashed when a certain spell is cast before the Autumn Equine-nox!"

"Okay?" He titled her head, remaining no less confused. "Do you remember the name of this spell?"

Twilight blinked. "I... um..." She paused for a long moment, closing her eyelids as she wracked her brain, thinking back to the moment she had first heard the term. "Y-yes!" Her eyes flew open, a proud smile briefly adorning her lips. "The Shield of Wisdom, used to protect knowledge that...! One holds dear..."

She peered off, slipping back into deep thought.

Her brother turned to her with a look of worriment. "Twily?"

She shook her head, her thoughts drowning out his concern.

"I don't understand," she lamented. "All this time, I thought we were facing somepony's rogue magic that had been given a shape, and identity all her own thanks in part to my own doing. Hence the Pony of Shadows nickname... Now, however... I'm not so sure. I mean... What knowledge could magic possibly hold dear? Unless..."

Spike furrowed his brow at her. "Unless...?"

"Unless the pony who's responsible for the Pony of Shadows... is the same one who also tried casting the Shield of Wisdom, and cast out the cursed magic before it had the chance to affect anything! That would explain why it attacked Rainbow and me, a-and tried to blacken my memories—!"

Twilight gasped as the revelation suddenly struck her.

"Do you know what this means?"

Spike shook his head no.

Twilight rolled her eyes, before stressing, "It means that the memory I lost can be restored! All we have to do is wait until this year's Autumn Equine-nox, where I'll then be able to cast the Shield of Wisdom, and do away with the inknorance! The only question now though is who cast this spell in the first place... and why in a such a hurry?" She put a hoof to her chin in thought. And why would they have such malicious intent? After all, their intention would have to have been carried over into the Pony of Shadows, because otherwise... where else would she have gotten her drive from—?

"Uh, Twily? I have so many questions right now, and I guess I'm glad that you've come to realize some stuff, but I really think we should get a move on!"

Twilight snapped out of her thoughts at the urgency in her brother's voice, and looked around to see what was causing him so much panic.

What she saw caused her pupils to shrink, and ears to lower in fear.

The inknorance was enveloping their surroundings at a rapid pace, quicker than it had been moments before, and was now quickly snuffing out the light around them.

"It's spreading," Twilight murmured under her breath. "Blackening out everything..." She swallowed hard, feeling her stomach drop. "I-it should go away once we defeat the Pony of Shadows, but for now we need to stay ahead of the inknorance! Quick everypony, don't let it—!"

"Twilight!"

"Sis!"

Twilight looked back over her shoulder in panic. "Guys!" She hurriedly reached out her hoof out towards them. "Grab a hold of one another! Don't let it...!" Shining being closest to her, lifted his hoof and attempted to grab hers, when darkness swooped in like a curtain, separating him from her. "Separate us..."

Twilight's gaze turned downcast, her ears falling flat. She ventured forth slowly, one step at a time.

Spiiiiiiiiiiiiiiike!

She froze, touching a hoof to her lips. Silence, she realized.

Shining?

Her voice rang out again, this time a tad more apprehensive, and still... nothing.

Fear set in quickly for the young pony as she continued carefully onward into the vast emptiness. If Inknorance is said to blot out the text within books, then it's no wonder that the curse would have a different effect on living, breathing creatures...

She moved cautiously, careful not to walk into a wall, or onto a flight of stairs.

I guess it comes as no surprise, she lamented, looking around wearily. Seeing as how its name sounds an awful lot like ignorance in the first place...

She bit her bottom lip, closing her eyes for a second as she focused on igniting her horn... only to no avail.

Her horn burned brightly and yet... the scenery around her remained just as dark as it had been before ever even trying.

Figures, she grumbled, lowering her gaze in disappointment... her heart aching at the thought of her family, lost in the dark, just as scared and alone as... As I am...

She sat back on her haunches, taking in the reality of the situation as her own thoughts grew gloomier. It's because of me that this happened... Oh, if only Rainbow were here, she'd be telling me to be brave... b-but how am I supposed to be w-without any of my... She breathed out shakily, her eyelids blinking away forming tears. M-my sense—?

A foreleg stepped out from the curtain of darkness, proceeded by a chest as more of the stranger came into view. Twilight jumped, a small, startled gasp slipping out.

T-Twilight?

Shining stumbled back, almost having walked into his little sister.

Twilight hurried to her hooves, running up to him and hugging him tightly, her head resting against the crook of his neck. Oh, Shining... I thought I...!

Her eyes widened as she remembered that... he couldn't hear her.

Twilight, he mouthed. Twilight, what's...? Why can't I hear anything? And why... His horn lit up faintly, only because she was so close to him. Otherwise, Twilight figured, she wouldn't have been able to see it. Why isn't my magic affecting anything?

Twilight stared back at him, unsure of what to say. I'm not the best lip reader, but... It's the inknorance, she mouthed back, keeping it simple while placing emphasis on each of the syllables.

The... Shining looked away from her, gazing instead around the vast space. Inknorance? he asked. So it's really this powerful... he mused.

Brother, please... Twilight reached out a hoof to grab his attention. Spike? she mouthed simply. Have you seen Spike?

Spike? he questioned in response. You mean, you haven't...? His expression grew dour, and he solemnly shook his head.

Twilight's heart broke in two, her chest tightening sickeningly with fear.

Shining sighed, peering up at her, about to apologize when his brow lifted in surprise. A light—blue in color—shone from down the hall, illuminating the interior of a room, and the face of a mare very familiar to him.

A soft smile formed and he nudged Twilight on the shoulder, drawing her attention down the hall with a nod of his head.

They took a single look at one another and shared a knowing look, taking hold of one another's hooves, and proceeded in the direction of the light.


Cadance tapped her hoof impatiently, glancing toward the infirmary room door for the umpteenth time since Shining had left to track down Twilight and Rainbow.

"They'll make it," Celestia spoke up, spooking Cadance who had been deep in thought... sensing her apprehension.

She turned to face her. "Y-you think?" Hair had fallen between her eyes, showcasing to her aunt just how distressed she had truly become.

Poor thing... Celestia stepped over to her, taking a seat beside her on the bed, looking down at her.

Her niece sat with her hooves in her lap, anxiously twiddling them.

Cadance... Her thoughts flashed back to earlier, hours before the Gala had officially begun.

"Oh, I simply can't believe it! Shining actually proposed to me!" Cadance turned from the beauty station to face her aunt, her hair braided and adorned with flowers. "I mean, I always had a feeling he would, but... I sorta still can't believe it actually happened..."

"I don't," Celestia replied gingerly. "Any stallion would be lucky to have you as their wife, my niece."

"G-gosh... I, I really wish I felt the same... I'm so very fortunate and yet... I feel like I don't even deserve half of what I have. I mean, look at me. I'm an alicorn princess, engaged to a captain, a-and your niece!"

"None of which are things to be particularly ashamed of," her aunt reminded her.

"No... but to an orphan who was left abandoned in the woods..."

"Cadance... That's no way to think. You are a very special pony." She smiled warmly, leaning down to nuzzle her. "Not just anypony can master the Crystal Heart spell, or have a heart as full of love as yours."

"I guess..." A soft smile of her own formed, as she returned her aunt's affection. "Thank you, Celestia."

"Don't ever doubt yourself, Cadance. You deserve all that you have, and more..." Cadance nodded back at her in agreement. "Now then, what say we finish getting ready? We've got a long night ahead of us."

"That we do. Hey, um..." Cadance tentatively spoke; "a-are Twilight and Rainbow still attending? I cannot wait to see them both again. To tell you the truth, it... feels like it's been ages." Her expression turned sheepish. "Between getting to spend the night with my fiancé, and two of my favorite ponies... tonight looks like it's really shaping up to be the best night ever."

"Really?" Celestia turned to face her, a bit surprised by her niece's choice of words. "Don't you find these events to be a bit... boring?"

Cadance shrugged, pursing her lips in thought. "Maybe a little," she admitted; "but getting to see my friends again makes it all worthwhile."

Celestia nodded softly in understanding, as the two of them slipped back into comfortable silence for a moment.

"Celestia? Thank you again for allowing Shining the night off."

Hm? Her aunt smiled back at her politely. "Anything for my niece," she replied simply.

"Um... if I may ask... I know tonight is an important night and all, but... is all this added security really necessary?"

"It's just a precaution, Cadance." Celestia turned to look out the window, towards the horizon. "Just a precaution..."

The memory ended, and Celestia found herself back in the present moment, peering down sorrowfully at her niece.

You have always seen yourself as unworthy, my niece... and now you feel as though all that you hold dear is being stripped away, little by little... Celestia averted her gaze from her niece, steeped in contemplative thought. This was supposed to be a night for her to remember, and now her friends, family, and her very own well-being are being threatened by the same species responsible for Queen Amore's demise, as if history were now repeating itself... I cannot allow her to put herself at risk—

Cadance sat up suddenly. "M-maybe I'll just take a look out the door," she said, walking over to the infirmary exit.

"Er, Cadance..." Celestia looked up, watching as her niece opened the door. "Perhaps you—"

A startled gasp cut her off, and in a moment her expression too had changed to a look of horror at the blackened hallway, and the eerie feeling of dark magic already beginning to creep its way into the room... latching onto and wrapping itself around the door frame.

Cadance stumbled backwards in fright. "What is—?"

"Stand back, Cadance! Whatever this is, don't let it near you!" Celestia stood tall, her horn flaring to life. "I'll prepare a barrier—"

"W-wait! I... I think I hear some—!"

"...dance!"

Shining burst into the room in a frenzy right before her very eyes, with Twilight trailing right behind him just as Celestia cast a barrier over the doorway.

Good, thought Twilight, noting that Cadance wasn't the only alicorn in the room as she stopped to catch her breath. Celestia's here too. She looked back over her shoulder worriedly, back at the looming darkness. Now we just need to—

Shining stopped, eyes widening at the sound of his own voice once again becoming audible.

"S-Shining?! T-Twilight?!" stammered Cadance in shock. She couldn't believe her own eyes... Slight tears dotted the corners of her eyes as she became overjoyed at the sight of them. "You're... you're both okay!"

"We... we are—" Shining found himself cut off by Cadance embracing him tightly, relieved to know he was really there. He blinked, stunned before finally reacting, returning the gesture and placing a hoof over the back of her head, holding her gingerly.

"I'm... sorry I kept you waiting..." Cadance nodded softly before easing her embrace, and leaning back to look him in the eyes. "I brought Twilight like you asked," he explained. "We, uh, ran into a bit of trouble, er... Are you alright? You look a little..." He brought a gentle hoof to her cheek.

Cadance smiled, and placed a hoof of hers over his own, reassuring him.

"I'm fine, Dear, just... a little on edge." Her gaze drifted past him, to the young mare poised behind him, clad in armor. "I'm relieved to see that you're still in one piece too, Twilight. Uhm..." Her brow furrowed in concern. "Where's Rainbow, a-and Spike...?"

Twilight's ear twitched, and her heart skipped a beat at the mention of their names.

"R-Rainbow's outside," she confessed, her voice trembling slightly as he turned her attention back around to address her old foalsitter. "W-with... with our enemy."

"What!?" exclaimed both Cadance and Celestia, baffled by the revelation.

Twilight continued, hurriedly explaining, "S-she did so to buy us time, so that we could formulate a plan."

"I don't know..." Cadance looked back at her aunt with a look of uncertainty. "I know she's strong, but..."

"We can only hope that she knows what she is doing. If she stayed behind deliberately, then she must have something up her sleeve. And besides... Rainbow isn't one to give up easily whenever the ones she loves are in danger."

"Then we shall hold out hope that she'll be alright..."

"A-as for Spike," Twilight continued, biting her lip. "I... was hoping he'd be here with you."

"No, I... I'm afraid neither of us have seen him. I had only just opened the door when the two of you came barreling in. Why?" Cadance asked, looking between Shining and her worriedly. "What happened?"

"When we were out there... we couldn't hear one another... and could barely see—o-our magic was rendered practically useless!" Shining bowed his head in disgrace. "We think we lost Spike in the darkness."

Twilight brought a hoof to her chest, as fear gripped her aching heart. Oh, Spike...

"Then we have to do something!"

"But what can we do?" Shining put forth. "Without a light, we won't be able to see a thing!"

"I think I may be able to help with that," Celestia intervened, drawing their attention. Her horn emanated brightly with an intense magic, before then causing Shining's very own armor to glow with the same intensity. "I've enchanted your armor with a guiding light," she went on to explain. "Strong enough to repel even the strongest darkness. It'll light your way, and hopefully... lead you to Spike's whereabouts."

"Wow..." he uttered, breathless as he gazed down at himself.

Cadance couldn't help but smile softly, a funny thought popping into her head at the sight of him, illuminating the way he was. "Now you really are... a knight in shining armor," she playfully teased.

He rolled his eyes, smiling slightly at the pun.

"Oh, ha ha, Cadance."

Cadance shied back, brandishing an apologetic smile. "I know, I'm sorry... Just trying to... add a bit of levity, I guess." She leaned in closer, nuzzling him dearly. "Please make it back safely," she whispered, kissing the fur of his cheek before pulling away.

"I wouldn't dream of anything less," he promised, staring back at her lovingly for a moment, before forcing his gaze away, deciding it was time to get a move on.

He turned to Twilight, flashing her a confident smile. "I'll find him, Twily. Don't you worry."

Twilight barely nodded, looking up at him and returning his smile with a brief one of her own, before slipping back into worry as she averted her eyes away.

Turning his attention away from his little sister, Shining proceeded through Celestia's barrier, and out into the blackened hallway... leaving the three to debate what to do next.

"Twilight, do... do you have any idea what that stuff is?"

"I believe it's inknorance," she relayed.

"Inknorance?" Cadance shared a bewildered look with her aunt, Celestia herself remarking, "I thought inknorance was a curse that only afflicted books and other texts."

"I know, I... I thought so too. I theorized though, that our foe was cursed with the affliction upon her creation, and now said affliction is being spread via her shadowy underlings."

"W-well... i-is there any way to stop it?"

"Only if we stop the Pony of Shadows," Twilight replied.

"Uh... Pony of Shadows?"

"Right..." Twilight berated herself under her breath. "I never..." She put the thought aside, deciding now was not the time. "I-it's the name I gave to the enemy we currently face."

"Oookay, but... how do we stop them?"

"That's something I've been considering."

"Celestia?"

Cadance, as well as Twilight, turned their attention towards her.

Celestia furled her brow in contemplation. "I believe it's no coincidence that this Pony of Shadows has only now shown itself twice, both of which being once the sun sets. Call it a hunch, but I believe that our enemy has an aversion to my sunlight..."

"Then, if that's true... all we have to do is have you raise the sun, and that should weaken it then! At the very least, right?"

"In theory..." Celestia nodded softly.

"Then what are we waiting for?" Twilight urged them both to get a move on. "Come on, the sooner we make it to the roof, the sooner we can save all of our friends!"

"Twilight... I'm sorry, but it'll have to wait."

Twilight froze where she stood, her ear twitching at the sound of her mentor's voice, before turning back to her with an exasperated look. "Why? My friends... Spike... My brother, and even my own fiancée are all in danger, and every second we waste—!"

"I know, Twilight; but this darkness is spreading throughout this very castle, and below us too as we speak, to potentially hundreds of terrified citizens. "I'm sorry Twilight, but until we contain the spread of this curse—"

"Then let me," Cadance offered, cutting in. Celestia stared back at her niece, a bit taken aback.

"Let you... what, Cadance?"

"Let me raise the sun," she stated clearly. Twilight brow raised in amazement.

"But... there's no way that you—"

"You said it yourself, Auntie Celestia. I'm a very special pony."

"Well, yes... b-but I didn't mean—"

"I'm also an alicorn," she continued. "My magic may not be on the same level as yours... but I'm still strong."

"But you'll be in danger—!"

"We're all in danger if we don't do something!"

"That isn't what I—!" Celestia bit her tongue. She shook her head in frustration, stressing desperately, "I don't want to lose you too!"

A moment of silence fell between them as Cadance stared back at her aunt, a little unsure of what to say.

"Me... too? What are you talking about?"

"I...!" Celestia lowered her gaze, changing her tone as she sorrowfully confessed. "Cannot say..."

"I see," her niece lamented. "More secrets..."

She turned tail, unfurling her wings. "Well, you can tell me when I get back, because you are not going to lose me."

Celestia bit her lip, nodding begrudgingly.

"Well... I see it's now you and I, Twi—" She looked to where her student had been standing. "—light...?"

"I'm sorry, Princess," Twilight said, now hovering some feet above her, having rocketed into the air. "I'll... understand if you expel me for this, but... I'm not about to let Cadance go in alone!"

"Wait!" Celestia tried calling out, extending a hoof out after her, but her student had already dived down into the hole after her.

Tch... Celestia tore her gaze away, focusing instead on containing the further spread of inknorance. She grit her teeth before mustering up the strength to teleport around to different key locations around the castle, leading to and from the ballroom. Each time she teleported in, she cast a barrier with a shimmering, golden hue across the blackened space, halting the spread. It's not just me, but my kingdom, my student, her friends... Whoever this being is, or what their connection to Nightmare Moon was, I cannot be certain... But if it's revenge this Pony of Shadows wants, I'm all theirs. Let us settle this.

As she cast the final barrier, her magic began to take its toll, having still not fully recovered from her earlier incident. She winced, bringing a hoof to her head. What a horrible night to have a curse...


Shining galloped down the hall, his armor illuminating the path on all sides of him.

"Spike! Spiiiiike!"

He threw open every door, looking frantically inside every room he came across.

Slam!

One after another, he carried on... a worsening feeling stirring in the pit of his stomach with each empty room. I'll find him, he reassured himself. I promised Twilight I would. He... has to be around here somewhere!

After a couple more moments of searching, he noticed something to his right that caught his curiosity. An arched door frame, he noted, raising an eyebrow. But leading... where?

He trotted cautiously into the open room, the light from his armor refracting against various gem-encrusted crowns, tiaras and scepters.

As he looked around, it finally dawned on him.

This is where the crown jewels are kept...

A display stand in front of him rocked suddenly as something brushed by it in the darkness. He jumped, taking a couple steps back and looked to where the noise had come from, only to catch a brief glance of something slithering across the floor.

What was...?

Before he could give it any more thought, a deep, guttural growl sent a cold chill down his spine. He winced, his ears folding as the piercing sound of nails grazing atop the glass case sounded. Large claws slowly proceeded the sound as they emerged from the darkness, coming to rest over the case.

N-no way... he stammered in thought, shrinking back in disbelief; it c-can't be...

A monstrous-looking face revealed itself, coming forth from the darkness... his teeth barred as he leered down at Shining, and snarled.

The creature's eyes singled in on his armor, lighting up at the sight.

Shining gulped. "S-Spike...?"

Spike let loose a mighty roar before lifting his other arm and raising his hand high over Shining's head... Shining's heart sinking in dread before coming to his senses, and hightailing it out of there.

Spike's hand closed around where he had been, then clenched tighter, scowling as she watched the sparkling pony run out the room.

Slamming his hand down, he once again let out a mighty roar before scurrying after the dying light.


Okay... Rainbow threw her forelegs up, and blocked a punch thrown by one of the Nightmare Knights, the blow forcing her back a bit. She grunted, looking over her shoulder for the others, when her eyes widened at the sight of another punch coming at her. She tched, swerving her head as the hoof came whooshing past her cheek.

She glared back at the pony-like figure.

That does it.

She grit her teeth and grabbed the foreleg by her head, heaving her attacker over her shoulder into the one before her.

They collided with one another, exploding into puddles of black goo.

Alright... Rainbow breathed out, glancing around. Where's the—?

The third and final Wonderbolt lookalike dove at her from above, and she had but a moment's notice to dodge out of the way before she spun her body around, and kicked the creature's head clean off... its body reducing to the same, familiar inky substance.

She huffed, her face somewhat flushed. I hope that's the last time I ever see you guys again...

"Not bad, Dash," the Pony of Shadows called out to her condescendingly from a distance. "I see you're becoming exhausted."

"Who, me? Nah..." Rainbow crouched forward, forming a wary smirk. "I'm just getting warmed up is all."

"You never did know when to give up... to admit defeat... When will you realize Rainbow Dash... that you're in over your head!"

The Pony of Shadows hovered into the air, holding her forelegs out at her sides. The night sky seemed to twist and distort around her, as if becoming one with it.

"Let's see you take on the very night itself!"

Her foe continued to dissolve, prompting Rainbow to move. "Wait!"

She flew straight at her... only to fly through her. She blinked, dumbfounded, turning around to find the Pony of Shadows gone completely.

"Wha—?"

A punch from some invisible force collided with the left side of her face, sending her spiraling. Thinking fast, she caught herself before slamming into the ground... sticking a foreleg out against the pavement, and vaulting backwards into the air.

She resumed her fighting stance, regaining her composure. She glared straight ahead, her left cheek stinging with pain.

Alright... where are—?

Her head cocked to the right, and she was knocked back by a second blow to her chest seconds after the first. She winced as the brutal beating continued. The invisible punches seemed to be coming from all around her, bearing so much anger behind them.

"You are nothing, you hear me!" the words seethed with vitriol, and with a rush of wind, a savage blow connected with her jaw, sending her reeling.

"You are nothing!"

Something yanked her mane, forcing her head back suddenly, and continued to pull... lobbing her into a nearby rooftop where she came to rest in a heap, among several dislodged rooftop shingles.

"Just give up. You're an embarrassment."

Rainbow grimaced, her breaths coming out short and raged before she grit her teeth in determination. Slowly, she propped herself up in an attempt to regain her footing... her whole body trembling, and aching all over.

"You always let those closest to you down."

Rainbow froze, eyes widening. That time it... sounded like a whisper. Like it was... whispered directly into my ear...

She smirked, realizing what she had to do, and took off further into the city.

"Oh, running away again?"

As Rainbow had predicted, the voice was once again yelling, coming from further behind her.

"How very typical of you... Dash!"

Rainbow once more shook the thoughts and questions she had of why her foe talked like she and her had history from her head, and instead focused on the task at hoof. Staying ahead of the Pony of Shadows, and building up speed.

Probably just trying to get inside my head, anyway... using Twi's memories of me...

She drowned out her foe's continual taunts as her thoughts drifted back to something Moon Dancer had told her during their training...

She had pulled her aside just as their training neared its end, and Twilight stood a ways away with Spike cheering her on as she continued to perfect her aim.

"Now, Rainbow... there's one more thing that I'd like to mention."

"Hm? What's up?"

"Well, it's... it's about your suit."

"There's not something wrong with it, is there—?"

"No no, of course not," she quickly assured. "It's just... if the three of us end up becoming separated, and you're left to take on this foe of ours all by yourself... If being the keyword—" She gave a brief, nervous laugh.

Rainbow rolled her eyes. "Yeah...?"

"R-right, well... answer me this, Rainbow. What is faster than the speed of sound?"

"Er... light?"

"Okay, what I should have asked was... what's the next fastest thing?"

Rainbow remained no less confused.

"Light...?"

"Lightning, Rainbow!" Moon Dancer exclaimed, then sighed, her shoulders slumping. "Look, pegasi have a connection with the weather, don't they?"

"Well, according to what Twi has told me before... Yeah, we do."

"And you're pretty much able to manipulate clouds, and even the atmosphere to give you the desired weather pattern, whether it be rain, snow, or lightning, right?"

"Where are you going with any of this, Moon?"

"What if you utilized some of that pegasi magic on the electricity in your body! With enough speed, you could generate electricity all over yourself—which my suit will conduct into itself—before then unleashing it upon our unsuspecting friend! You'll already be moving faster than sound, only now you'll be hitting with the force of a lightning bolt!"

"A living lightning bolt..." Rainbow cracked a soft grin. "I like the sound of that."

"I know, right?" Moon Dancer gushed.

"So should I give it a try, or...?"

"What?" Moon Dancer jumped in front of her, halting her as she held out a hoof against her chest. "N-no no, you can't! Not here, anyway... It's too dangerous." She sighed, taking a step back and clarifying, "Rainbow, listen to me. This maneuver is more of a 'what if' scenario. Like I said earlier, if you end up becoming separated from us, or end up having to fight the Pony of Shadows on your own." She directed her gaze back towards Spike and Twilight. "Hopefully though, with how things are going, you shouldn't have to worry about that."

Who were we kidding... Rainbow scoffed at the memory as she continued to pick up speed. We were so naive...

Her trail soon lead her to the very edge of the mountain, and she found herself soon flying back up and around, swerving past towers and over residential rooftops, never once losing her speed.

"You cannot run from me forever, Rainbow Dash!"

She flew towards the castle, ducking and weaving in and between its many towers and spires as her suit began to crackle and ripple, sparking with electricity.

Gotta time this perfectly...

Extending her hoof, she grabbed hold of a flag pole, and ricocheted herself back around... heading directly towards her adversary.

"You... cannot outrun the—!"

Rainbow pulled her other hoof back before thrusting it forward... dislodging a bolt of lightning that soared right past her invisible foe, vanishing deep into the clouds.

Night... The Pony of Shadows slowed to a stop, staring back over her shoulder, mystified... before turning back around with a smug smirk. Behind them, the sky lit up her true form.

Rainbow grit her teeth, winding back her right hoof.

"You miss—"

Rainbow screamed out, sending her hoof careening across their face... just as a deafening crackle of thunder rang out.


Twilight hurried up the winding stairs beside Cadance, her anxieties worsening with each step. Not for her safety, but for Spike, her brother... and her girlfriend, who—at that moment—was fighting to buy her precious seconds.

Soon they would reach the top of this spire, and soon they would be in a position to raise the sun... but would they be too late? Darkness was spreading, and Rainbow was all alone against some immeasurable threat... Soon they too would be on the outside. Surely the Pony of Shadows would notice them too...

These thoughts continued to cloud her mind until the entire sky all of a sudden lit up in a lingering display outside the stairwell windows. "Lightning?" Twilight wondered, not believing what her eyes were seeing.

"It must be Rainbow," Cadance remarked, then set a hoof on her shoulder. "You know pegasi have a way with weather."

"Well, yes... but I—!" She looked back at Cadance worriedly.

"She's a tough mare, Twilight; remember that." Cadance smiled warmly as she stroked a comforting hoof down the back of the young unicorn's head. "Right now though, she's out there, fighting to keep us all safe, and buy us all the time we need. So you can't waver, Twilight, not while she's still counting on you to return her favor."

Twilight gulped, and through her nervousness, nodded. She raised her gaze to smile thankfully up at Cadance, when something out of her peripheral caught her eye.

A body, gone limp... and plummeting from the sky.

She couldn't see it, but could only assume it hit the ground, somewhere in the city.

Was it Rainbow? Twilight bit her lip, then blinked in realization, her eyes widening. No, she thought, having caught sight of what looked like light refracting off of a reflective surface, from the now fading lightning strike. It was her. The Pony of Shadows...

Celestia's musings had proven true. Light... is the answer. Rainbow had succeeded in lighting up the sky, but it was only temporary. They still needed to reach the balcony, and fast.


Shining ran through the castle at a frantic pace, Spike not far behind. The large beast that was once his friend now scurried behind him, slamming into the castle walls clumsily in pursuit of the gleaming light in the endless sea of darkness.

Just a little further, Shining... he told himself, reaching the foyer staircase. Not wasting a moment, he jumped, then slid down the rail, hopping off and stumbling towards the door. He stood up against it, pushing with all his might... when something in his mind clicked.

Crud... We melded them shut!

The sound of Spike's roar filled the air, and soon the dragon came barreling into the entrance hall, spotting the light in front of him. He smiled, his precious treasure finally within his grasp. His tongue snaked out in anticipation, and as he made his first step... his hand slipped on the stairs, forcing him to tumble forward uncontrollably.

Shining's heart sunk, and he dove out of the way just as Spike's body forced open the doors, and staggered out into the night.

The collision was tremendous, shaking the castle to its very foundation for a couple of moments before everything settled, and Shining peaked out from under his foreleg. He scrambled to his hooves as he hurriedly looked behind himself... relief washing over him for but a brief moment. I can't believe that really worked...

Moonlight poured in from the outdoors as he walked over. Looking outside, Spike's enormous body slumped over stood out to him first and foremost, the dragon's mind seemingly in a daze.

Now to figure out what to do about this... Shining let out a sigh, mulling over his options. Not to mention that I'm all the way down here now... I can't just return to them empty-hoofed... As he walked further out, treading carefully around Spike's body... he looked back over his shoulder, to the top of the castle with a sorrowful stare. I guess the only thing I can do... is wait, and try to keep things under control down here... Speaking of which... Rainbow! He glanced up, and all around the sky for any sign of the pegaus's familiar rainbow trail.

Where is she?


The dust clouded the air around the spot the Pony of Shadows had landed—that spot being the middle of a wide, open intersection... The shadowy aura seemed to waft from her body as the dark veil once thought to be her true form had been stripped away, revealing her actual body, encased in a sort of crystal suit of armor. The translucent face of their suit, and several smaller spots of their crystalline armor sported cracks from the heavy landing.

Rainbow landed swiftly before her enemy—catching her breath as she did—her body still rippling with residual electricity.

She smiled warily, giving her goggles a slight adjustment. "So that's what you really look like when you're not using your dark powers, huh? Weird... I have so many questions, I mean... like, why crystal? And how were you able to move so fast wearing that? I mean, you came from space, right? The moon? If you're some kind of alien, do you have some sort of anti-gravity—?"

"Shut up," her real voice growled out from behind her chipped flaceplate. "Just shut up. You are so infuriating!"

"So I've been told." Rainbow smirked, cocking her head. "So, do you have a real name, or...?"

The Pony of Shadows gave a snort in response. "You can call me your queen," she said, getting to her hooves, As she did, more of her armor chipped away, clattering against the cobblestone. "The future empress of this...!"

She staggered forward, narrowly falling back to the ground.

Rainbow smiled back at her, humored.

"I'd stay down if I were you," she advised. "I mean... You sorta just lost."

"Lo... l-lost?" Her adversary chuckled, the slightest hint of a crooked grin behind her cracked armor. Rainbow's smile fell, and her brow raised as she watched in awe of the Pony of Shadow's armor, the cracked areas of which were now rematerializing. "Why, Dash, it... it's only just beginning!"

The earth shook behind Rainbow, then again... each tremor coming from somewhere nearby.

What in the...? She turned around, searching for the source.

The Pony of Shadows meanwhile, soundlessly got to her hooves. Smoke gathered at her hooves, slithering up her forelegs as she slowly began to recover her dark powers.

"You may have out sped the night, Rainbow Dash. You may have managed to... light up the sky, and even leave me injured for several seconds... but tell me, Dash! Can you handle a raging beast one hundred times your size? A creature whose instincts are fueled... entirely by greed?"

"What are you talking...?" A resounding crash cut her off, coming from... what sounded like the castle. "About..."

A dark figure rose high above the buildings before her, making her heart drop into the deepest pit of her stomach at its sheer size. Whatever it was, had an elongated head, and the silhouettes of... spikes going down its back.

"Take note, Dash!" her foe's voice rang in her ears. "Here you stand on the brink... on the precipice of disaster!"

A horrible roar filled the silence of the night air, leaving Rainbow's hooves quaking.

It turned in her direction, and some moonlight illuminated its face somewhat.

Rainbow gulped.

S-Spike...?

"It's me or him, Rainbow Dash!" Rainbow's ears perked up. "Will you save your friend, or, keyword, try and stop me?"

She spun around, staring daggers into the face of her enemy.

"How did he get like that?" she demanded. "What did you do to him?"

"You really don't know? Dragons grow the greedier they get! All it took was a bit of coaxing." She cackled softly, as she faded back into the night. "I just had my Nightmare Knights lie in wait to ambush your friends at precisely the right momen—!"

A sudden, powerful beam of light encompassed her, expelling through her and down the street, and stripping the dark smog from her crystalline form.

The blast sent her flying backwards, leaving her completely stunned.

"Booyah!" a voice cheered, a few feet to the side of where Rainbow herself stood, bemused. The pegasus's own ears still ringing from the sharp sound that the beam had produced. She turned to see Moon Dancer descending to the ground beside her, smoke stemming from the circular chest piece on her armor. "Repulsor technology for, the, win. That's a quadrillion watts of pure oomph you were just hit with, and I gotta say, it was so satisfying using that on an actual bad guy."

Moon Dancer turned to face Rainbow, who stood awestruck, mouth slightly agape.

"I see you remembered what I told you," she rattled on, oblivious. "Though I was expecting you to cloak yourself in lightning... lighting up the sky like that was still smart thinking!"

"I..." Rainbow turned to look at her, slowly coming out of her stupor. "I needed to. They had turned themselves invisible, it... was the only way to see them."

"I see..." Moon Dancer sighed, lifting a hoof to the back of her head ashamedly. "Look, I... I'm sorry that you and Twilight have had to fight by yourselves so far—"

"Yeah, speaking of... Where the hay have you been, Moon Dancer? I thought we were in this together!"

"W-we are!" Moon Dancer assured her, raising a hoof defensively. "I just got sidetracked at the castle after getting ambushed and locked inside of a closet!"

Rainbow raised an eyebrow back at her.

"A-also, I..." Her voice softened, and she smiled sheepishly from behind her faceplate. "Needed to grab super suits for a few of my friends."

Rainbow stared back at her, exasperated. "Who?" she asked, becoming a little peeved. "Who else would possibly agree—?"

"Um... Hi, Rainbow."

Rainbow looked up and immediately deadpanned, because behind Moon Dancer came three familiar ponies, wearing similar-looking armor. They hovered close to the ground, their jet boots flickering off once they set hoof on the street.

"What are you three doing here?" Rainbow cried. "This is a war zone!"

"One might even say... an Infinity War," Moon Dancer chimed in, chuckling. "Or an... Infinite Crisis?"

"Urgh..." Rainbow met her forehead with a hoof. "Moon Dancer..."

"A Blackest Night? What?" She tapped Rainbow playfully on the foreleg. "You can relax now. We've got this! This villain of ours, they wear crystal like it's some sort of armor, harness dark powers, and seem vulnerable to light." She glanced in the direction of their crystal-clad opponent as they were getting to her hooves, and smiled from behind her mask. "This one was tailored made for me."

She shot a particle stream from the bottom of her raised hoof, whipping their enemy's head to the right as the attack grazed her cheek.

"That," she said, "was a warning shot."

"How chivalrous of you," the Pony of Shadows replied. "But have you forgotten that I'm not the only threat you currently face?"

Suddenly Rainbow was reminded of the rampaging beast that used to be her friend.

She turned, as did the others, to face the creature currently looming over rooftops in the far distance.

"That used to be Spike... right, Rainbow?" Moon Dancer asked, morosely. "I caught wind of what our friend said about dragons growing the... greedier they get." She stared at the vaguely-familiar state of her old friend and frowned. "How would she even possibly know such a thing...?"

"Doesn't matter," Rainbow insisted, shaking her head. She turned to face Moon Dancer. "Can you change him back, o-or at the very least restrain him?"

"Pfft, can I?" She then paused, muttering to herself in uncertainty, "Can I...?"

"Moon!"

"Er, y-yes! T-together," she stammered, before looking back at her three friends for affirmation. "We most certainly can!"

"We can...?" Minuette questioned in a hushed tone, glancing worriedly between the other two as Moon Dancer looked back on ahead. Lemon Hearts and Twinkleshine both shrugged their shoulders.

"Okay. Okay, good." Rainbow breathed out a small sigh of relief. "Then that just leaves..."

The four of them turned their heads to face their opponent, who was back on her hooves, seemingly meeting their stare.

Moon Dancer leaned over to Rainbow, whispering, "The beam I hit them with should have left them disorientated—not just in regards to her awareness, but her hearing should be out of whack for a little while, at least."

"Thanks—" Rainbow stared to reply before her eyes widened, her and her friends ducking out of the way of their enemy's attack. The Pony of Shadow's hooves had stomped down, causing a couple deadly rows of crystals to travel at them before jutting up from the ground and expanding... nearly impaling them all.

Moon Dancer and her friends hovered a safe distance in the sky, their hearts beating frantically as they stared down at the sharp crystals.

Rainbow glowered at the enemy, still situated on the street. "Go!" she yelled, waving her friends off. "I've got this. You go deal with Spike!"

"A-alright." Moon Dancer spun around to face her friends. "Come on, girls."

She flew off to confront Spike, Minuette being the first to mutter, "Man, I can't believe we're doing this... must be outta our minds..."

"We're helping our friend, Minuette, don't forget," Twinkleshine chided her, before flying off.

"And Equestria!" Lemon Hearts added, flying off as well.

"Equestria," Minuette agreed shakily, "y-yeah..." Even though we could actually die, for realsies!

Rainbow picked up on a smirk on the crystal alicorn's lips from behind her crystal shielding.

"Something funny?"

"Only how foolhardy you are, Rainbow Dash. Always rushing in head first..." The Pony of Shadows extended a crystal blade from their right foreleg, and held it out, as if to block the pegasus. "Thinking you can handle me yourself!"

Again with the mindgames... Rainbow glared back at them, readying herself.

She swung the blade down at the street, and charged forward, scraping the cobblestone with the edge of the blade.

Rainbow swallowed, and thanks to her sense of precognition, threw her head back in the nick of time, the blade claiming a few hairs from her mane as it lurched upwards.

Her enemy scowled.

"I don't even need my powers of the night... to handle a featherbrain like yourself!"


Twilight watched motionless at the monster Spike had become, her mind struggling to understand what could have caused this horrible transformation in her friend.

She watched as he roared, and stomped down the streets surrounding the castle.

She was too high up on the balcony to be spotted, and the castle seemed to hold little interest to him... but she didn't care.

She wanted her old friend back.

Twilight inhaled a deep breath, then parted her lips, ready to yell out his name... when Cadance stopped her.

Her hoof planted itself firmly on her shoulder, and she remarked rationally, "Don't yell out to him, Twilight. That thing's no longer Spike."

"What do you mean that thing's no longer Spike?" Twilight retorted, quickly growing agitated. She stepped away from the princess, exclaiming, "He's my friend, Cadance. I know he's still in there somewhere!"

"Yes, Twilight, he is; and we'll find a way to bring him back, I promise. Right now, though... calling out to him may only draw his ire, and have him turn on us."

Twilight's gaze averted itself, and she breathed in and out heavily, wanting desperately to argue the decision. Cadance could tell that clearly.

After a moment, her shoulders fell, her ears drooped, and head dropped in defeat.

Then came a sniffle.

"We'll undo what was done to him, Twilight," Cadance assured her softly. "I promise."

Twilight nodded begrudgingly, lifting a foreleg of hers to wipe it across her eyes.

"All... a-alr-right," she replied shakily.

Cadance smiled warmly down at her, setting a hoof of hers under her chin.

"Now, let's focus on raising the sun," she said.

Once again, doubt began to swell in the pit of Twilight's stomach.

"Hey, come now... I just know that I can do this."

"I... I-I know," Twilight stammered, then turned away hesitantly, turning to face the railing of the balcony, letting out a shaken breath. Cadance's hoof dropped from the younger mare's shoulder, watching her with a sorrowful stare.

She's no doubt feeling so helpless right now... If only there was something I could say or do to make her feel... Cadance's eyes widened in realization. Helpful...

She reached out to her in an instant, grabbing her attention as her lips brandished a hopeful smile.

"Twilight? Would you perhaps... like to assist me?"

Twilight's ears perked back up, and she turned to face her friend, after having done a double-take in disbelief.

"H-help y-you?" she stammered out.

"Mhm. Your assistance would only make this all the easier on me. What do you say?"

"I..."

She peered up at the moon, swallowing hard. If it means keeping my friends safe, then... "I-I'll c-certainly try!"

She breathed in deeply as she shut her eyelids tight, and focused all of her energy into her horn. It began to sparkle, and a telekinetic glow began to form.

She could feel it slowly grabbing hold of the large mass of rock, and immediately she felt the immovable weight of it.

It felt like her horn was being pulled from her head. Her forehead grew hotter, and her head grew more and more lightheaded. It was like she was wrangling a huge fish out of the water, it... wasn't budging.

Twilight bit her lower lip, and her eyelids squeezed shut even tighter... when all of a sudden, she felt it move, if only an inch.

Her heart did a somersault, and her eyes blinked open. Sweat trickled through her cheeks, and she breathed exhaustively, but she turned nevertheless towards the princess beside her, and grinned warily.

Cadance noticed, and turned to face her with a smile of her own, and much to Twilight's amazement... her horn wasn't glowing.

"I'm so proud of you, Twilight. I told you that you could do this." She looked back ahead, her horn igniting in a blue aura. "Not many unicorns have achieved moving the sun, or moon... if only an inch."

Twilight frowned. "Thanks, I... guess."

A part of her was relieved to know that Cadance hadn't yet joined her, and that this task would only become easier now that her magic would be joining hers.

Another part of her was let down.

An inch, she lamented. What's so impressive about that?

She turned back ahead, burying the thought, and together, the two continued to work their magic on the moon, and slowly—though faster than before—it descended from the sky.

Now all that remained was the empty void of space—save for the shimmers that were the stars.

Twilight collapsed, her limbs wobbly, and her breaths in shallow wafts. Even Cadance found herself worn out as she brought a hoof to her brow.

"Okay," she said as she sighed. "Now for the sun—"

Spike's low guttural growl cut off both of the girls, and before either of them could question it, he proceeded it with an ear-splitting roar.

The roar sent chills through the two of them, panic beginning to swell specifically inside Twilight.

Spike? she wondered in dread, darting over to the railing in order to lean up and get a better look. There she saw Spike in clear distress, and multiple ponies... somehow restraining him.

They were each clad in Moon Dancer's special armor, flames flickering from the back of their hind hooves, keeping them afloat.

She squinted, not believing her own eyes. It was... Moon Dancer herself, holding back one of Spike's arms, and were those...?

No... it couldn't be...

She frowned wryly.

Another was holding back Spike's other arm, and the two remaining mares were gripping his tail, preventing him from taking another step.

"Lemon, Twinkle, and Minuette!?"

Her exclamation piqued Cadance's interest.

"You know them?"

"I... Y-yeah..." she replied shakily, and turned her attention back to Spike and the others. How much could their suits even lift? she pondered. One hundred tons?

"Come on, Girls! We've got to keep him restrained!" Moon Dancer exclaimed from the scene below. "He'll tucker himself out eventually... probableeeeeeeee—!"

Spike whipped his arm, flinging Moon Dancer far across the city.

"Moon!" her friends cried out after her.

"Things aren't looking too good for them," Twilight noted, backing away from the railing. "Cadance, we have to get down and calm Spike down this instant! T-those are my friends down there!"

"Twilight, I know you're dying to help... but I still have a job to do up here, and what about Rainbow?"

Rainbow? Twilight blinked, her girlfriend's name dawning on her. How could I forget? I was so concerned for Spike, that I forgot that Rainbow's off somewhere fighting to buy us all time...

She bit her lip, looking off regretfully.

"Cadance, you're right. Moon Dancer and the others can handle themselves, and... I trust them." She crouched forward, as she prepared to take off. "No, it's Rainbow that I should be worried about—!"

"Yes, but Twilight, please! I care too much about both you and Rainbow to allow either of you to take on an opponent like that all by yourselves!"

Twilight paused for a moment, her eyes narrowing. She turned back to her friend indignantly.

"Then perhaps you ought to go with her, my niece."

Huh?

The two turned to find Celestia exiting the stairwell behind them.

"Celestia?' they both exclaimed.

"You've both done better than I ever could have hoped," she continued, smiling proudly down at the two of them. "Now though, I feel it is my turn to repay the favor. I have prevented the further spread of inknorance throughout the castle, and even my magic has slowly begun to recover. All I feel is left, is to raise the sun so that we may stand a more proper chance against this foe of ours."

Before either of them could react, or get a word in, Celestia's horn began to glow, and within a moment, the horizon grew brighter with the first rays of sunlight. The sun drenched the kingdom in its warmth and radiance, causing Twilight and Cadance to wince slightly at its brightness.

Another moment later, and the sun hung high in the sky, shining down upon them all.

"Now then," Celestia began to ask, "what's say the three of us go and assist Rainbow Dash?"

The two mares stared back at her for a moment in astonishment, before nodding their heads in eager determination.


As the sun began to rise over the horizon, the fight below was still well underway, as it continued to rage on.

The two clashed in the center of the street, Rainbow throwing a desperate punch only for her foe to conjure up a crystal shield, forcing her back a ways.

"You're as foolish as you look, if you intend on standing against me," the Pony of Shadows sneered, Rainbow glaring back at her.

"She's not the only one!"

Rainbow's ear twitched at the sound of the familiar voice, and turned with a relieved smile on her face. "Shining!"

"Hey," he greeted, running up beside her. "I was looking all over for you. How're you holding up?"

"Heh." Rainbow swiftly put on a brave face. "You know me."

Shining deadpanned back at her. "I don't actually."

Rainbow, in turn, blinked. "Oh. Right."

The Pony of Shadows meanwhile, dispersed her shield, and was about to make her next move... when she winced, sunlight coming over the buildings, and basking the street in a warm, golden light.

W-wha...?

She squinted, looking towards the sky.

The sun...? That could only mean...

Rainbow herself smiled warily. Nice going, Twi...

Rrgh... The Pony of Shadows grit her teeth, before tearing her gaze away, and glowering towards her enemy.

"So what're we dealing with here?" Shining asked. "What are her strengths?"

"The ability to wield and manipulate crystal."

"Seriously?"

"But thanks to Twi and Cadance, the sun's now up, preventing her from slipping back into the shadows."

"And Twilight?" he asked. "A-and Cadance? Where are they now?"

Rainbow's eyes widened as a sudden warmth filled her heart. She smiled softly, bringing a hoof close to her chest. "They're..."

"Right here!"

Three powerful beams of magic descended from the sky, striking the Pony of Shadows directly, forcing her back.

Proceeding the beams, came three figures, landing on either side of Rainbow and Shining.

Twilight ran up to Rainbow, nuzzling her dearly without wasting a moment. Opposite them, Cadence did the same as she came up beside her own loved one.

Celestia touched down last, glaring daggers at their crystalline foe.

"Looks like you pulled through after all, Twi." Rainbow smiled over at her, just as she pulled back.

Twilight smiled back at her sweetly. "I could say the same thing about you, holding your own this whole time..."

"Heh, well... hay, I'm tough, remember?"

Twilight nodded softly, peering off sorrowfully.

"Rainbow... Spike, h-he's..."

"I know, Twi... and don't worry. Moon and the rest of the girls will figure out a way—"

"Enough!"

The Pony of Shadow's outburst cut them off as they turned to face her, a little shaken.

"Looks like we'll have to pick this up later," Rainbow remarked.

"I suppose so," agreed Twilight, nodding along. "Hey, Rainbow?"

"Yeah?"

"You felt it, didn't you? I-in your heart?"

"You mean the spell you cast on me?" Rainbow gave a slight nod, wearily watching as their foe's horn ignited. "I sure did."

"Then... you know what to do, right?"

She cracked a determined grin.

"I sure do."

Rainbow dashed forward in an instant, as large crystals jutted forth from the earth below. She moved about at a lightning-fast pace, weaving in and around the Pony of Shadow's crystal structures, seemingly disappearing behind one only to reappear out from behind another.

Twi and the others' magic isn't enough to pierce her armor... but fortunately for Twi and me... thought Rainbow, we know something that is!

Rainbow leaped through the air, directly towards the Pony of Shadows as she winded her hoof back, as it itself rippled with electricity.

"Take thi—!"

Rainbow's words died on her lips, her eyes slowly widening.

Cadance and Shining stared in disbelief at what they could see from where they stood.

The electricity surrounding her hoof dispersed, and her forelegs fell limp as a crystal extended from the Pony of Shadow's hoof stabbed her through the heart, and out her back.

The Pony of Shadows smirked briefly before it fell at the image of her foe starting to fade in and out of existence.

An illusion?

The image of Rainbow dissipated into magical dust, leaving her momentarily stunned.

Then where's the...?

Her ears picked up on the sound of frantic footsteps coming from her right, and turned her head in time to see Rainbow fling her tail, pelting her crystal faceplate directly with a clump of dirt.

She recoiled, but not before frantically swiping her crystal blade clean through the pegasus.

And like before, Rainbow again faded into a bunch of magical particles.

The Pony of Shadows desperately shook her head, desperate to shake the dirt off, only for some of it to remain.

Enough that it hindered her ability to see clearly.

D-darn it... She used her tail...! Tch, whatever. I can still use my ears to—!

Her thoughts ceased, her eyes widening as her head whipped to the side. Rainbow's hoof grazed across the side of her face as she flew at her directly from the left. Her hoof packing an additional punch from the sparking electricity, she cut clean through her foe's armor... shattering their faceplate into pieces.

Now, thought Celestia, igniting her horn. I must prevent her armor from repairing itself!

Rainbow skidded along the ground before spinning back around, bearing a wary smirk. "Now, let's see what you really look—"

Her brow raised, her ears flopping just as the other four joined back up at her sides, bearing the same shaken expressions.

"—like..."