The Infestation of Equiss Prime

by Jest


A Bridge Too Far

“I wouldn't say that” retorted Rarity. “You may have helped to guide us towards the castle, but I have a feeling that you were also responsible for all the road blocks placed in our path.”

“Of course we were. That was all part of the plan, remember?” the centermost zealot asked.

“What plan are you talking about exactly? I had merely assumed you were guiding us here in order to assist in our own plan to vanquish Nightmare Moon,” Rarity replied.

The three zealots exchanged a glance, and a quick, silent conversation seemed to pass between them.

“It seems as though there was a misunderstanding of sorts,” the left zealot began.

“Regardless,” continued the one to the right. “You are hereby ordered to abandon the undesirables and proceed to Canterlot with us.”

“You will then join the assault in Canterlot, where your skills will be required,” exclaimed the centermost zealot.

“I will do no such thing,” Rarity scoffed. “These people need my help, and I will not turn my back on them now.”

“This order does not come lightly, Dame Rarity,” warned the same zealot. “This is the will of the houses, and it must be obeyed.”

“And you would be forever dishonored if you ignored it,” added another.

Rarity snorted. “The only dishonorable thing would be to rescind my offer of assistance after promising it. I will have no part in whatever clandestine actions you have planned for my newest friends.”

“You will face grave repercussions for your actions, seamstress,” growled one of the zealots, who took a threatening step forward.

“The houses demand obedience and do not look kindly on those who have been given autonomy, only to shirk that gift,” added the second unicorn.

“You dishonor yourself and the houses with this cloak and dagger routine,” Rarity replied, eyes glowing with barely contained anger. “And while I still retain my rank, you would do well to refer to me by such.”

The centermost zealot grit his teeth. “You will not be a high templar for long. After the lords hear of this, they will-”

“I don't care what those stuffy old stallions think. I have worked for the betterment of all ponykind and refuse to stop doing so just because to attack whatever it is you’re attacking. Now begone, before this turns messy,” growled Rarity as she floated into the air, sparks crackling from the tips of her hooves.

“So be it,” declared the zealot who raised her hoof and ignited her blade.

Rarity was ready to reply with an attack of her own, only for the three zealots to freeze in place before they could leap into action. They continued to stand stock-still for several seconds before relaxing suddenly, deactivating their weapons and taking a step back.

“Things have changed, we are required elsewhere,” the centermost zealot exclaimed. “You will be dealt with, in time.”

Rarity frowned and watched as the three unicorns slipped away, vanishing into the mist. The high templar remained on guard for nearly a minute before finally relaxing her posture and turning back to the bridge. Hefting the long object into place wasn't terribly difficult considering just how much power she had already gathered, and it didn't take long before it felt secure.

Releasing her hold on the suspension bridge, Rarity took a step back and watched closely as the first of her friends appeared through the mist.

The second their eyes met, Twilight trotted forward a little quicker. “Did you not hear us yelling?” she asked.

“No, I’m afraid I was a little distracted as it were,” Rarity murmured.

“Oh, by what?” asked Rainbow Dash, who had been close behind Twilight and almost completely hidden by the enormous unicorn’s bulk.

“I just accidentally got some mud in my mane, is all,” Rarity remarked.

“Yeah that sounds like Rarity,” remarked Rainbow Dash, snickering.

“Yes well, it is remedied now,” Rarity muttered, lifting her mane in emphasis.

“So I can see,” Twilight muttered. “Are you sure there isn't anything else you wish to tell us?”

Rarity shook her head. “No, I’m afraid that's all it was. Just a momentary fashion emergency, nothing more. We can speak again after this Nightmare Moon business is dealt with.”

“Come on, Twi, I’m pretty sure she's trustworthy,” Rainbow Dash exclaimed, throwing a foreleg over the infested unicorn’s shoulders and ending up partially hanging off the larger mare.

Twilight snorted. “Fine, but I’ll be watching you.”

“Yes well, trust is a two-way street, you know,” Rarity remarked.

“That it is,” Silver Bulwark announced. “We better keep moving, that took longer than anticipated.”

“Right, of course,” Twilight muttered.

“Lighten up, Twi. We’re in this together, aren't we?” Rainbow Dash offered, squeezing the unicorn’s shoulders one final time before slipping away, following the rest of their friends towards the castle in the distance.

Twilight didn't move right away, however, merely gazing up at the ruined parapets, towers, and overgrown battlements, wondering if this had all happened before. Shaking off that strange throught, the infested unicorn made her way towards the entrance, silently chastising herself for wasting important time. The rest of the gathered ponies and lone dragon had already done the same, some reluctantly, others eagerly, with the only thing in common being the aura of dread they felt pressing down around them.


Twilight held up a hoof. “They should be just through this door. Are you all ready?”

The gathered beings all nodded, their bodies tense as they stood nervously in the stairwell, waiting for Twilight to open the enormous double doors which barred their way. Thankfully for the small group, the climb up to the top of this particular tower had not been lengthy, nor was it exceptionally difficult. Though that didn't mean they had reached it unaffected, as the aura of darkness had become so thick that it felt as though it was physically weighing them down.

“Ready to do this, Twilight?” Silver Bulwark whispered.

“As ready as I’ll ever be,” Twilight exclaimed, before lowering her shoulder and throwing her weight against the pair of oaken doors.

Which were thrown inward by the force of her entrance, one falling off its hinges and clattering against the ground while the other slammed into the wall. With the final obstacle out of the way, Spike and the ponies piled into the room beyond, taking up positions and readying themself for anything.

Only to be greeted by a cool breeze and a more or less empty, dilapidated room devoid of a terrifying nightmare alicorn. The ceiling was completely gone, allowing numerous vines and weeds to grow up the walls or in the cracks of the floor. Stone columns flanked either side of the room, though they held up nothing but their own weight now. The windows which had been spaced between the columns were empty of glass and now only contained a thin metal skeleton that still clung to the empty space.

The room contained only a single object, a large and clearly ancient stone structure near the other side of the room. Though it had somehow managed to resist the ravages of time that had not stopped moss from growing on its surface. The base of the structure was a wide flat circle from which a pyramid of stone rose, at the top of which sat a cylinder. That cylinder had atop it a stone orb, and long straight arms sprouting from it, which held several other orbs that were nearly identical to the first.

“They really are here,” Spike muttered.

“It seems so,” Twilight exclaimed.

“Now what?” asked Rainbow Dash.

“Weren't you listenin’ before? We gotta attune to the Elements before Nightmare Moon shows up,” Applejack retorted.

“Oh yeah, right,” Rainbow Dash muttered, trotting towards the pedestal.

“Hold on,” Twilight exclaimed, stopping Rainbow Dash with a leg. “We should check for traps.”

“Excellent thinking, darling. I doubt they would leave such a place defenceless,” added Rarity, who floated forward, her hooves and horn glowing brightly.

Twilight followed the other unicorn’s lead, and together they scanned the area, only to come up with the same result. “It’s safe,” Twilight claimed.

“Strange, I know it's been a while but surely there should be something,” Rarity muttered.

“Regardless, you lot should grab your elements and start lickin’ ‘em or whatever it is you gotta do,” Silver Bulwark announced, gesturing to the pyramid at the center of the room.

“I’ll watch the door,” offered Spike.

Twilight lit her horn and plucked all six orbs from their pedestals, laying them down before the five ponies and herself. “Alright, girls, find which one speaks to you and touch it, after that the orbs themselves won't matter as we’ll have absorbed their essence,” Twilight explained.

“This one seems right,” murmured Pinkie Pie who plucked a seemingly random stone orb from the floor, her hoof glowing a faint pink the second she touched the object. “Fascinating.”

One after another, the other ponies picked out the orb which spoke to them the most, each one lighting up faintly before fading and returning to normal. All save for Rarity and Twilight, who stared at the remaining two orbs with differing levels of nervous energy.

“Go on,” Twilight urged.

“But I’m not sure which one is the right one,” Rarity muttered, chewing on her hoof. “They both feel right.”

“What's the problem?” asked Applejack, who hefted her own orb awkwardly on her scythe limb. “It seems pretty cut and dry to me.”

“Just give me a second, okay?” Twilight exclaimed.

The infested unicorn closed her eyes and focused on one orb, before shifting to the other, trying to search her feelings for whichever one felt more right than the other. After several quiet moments of contemplation, Twilight reached out and touched one of the orbs, which immediately glowed a faint purple. Breathing a sigh of relief, Twilight opened her eyes to find that she did indeed hold the Element of Magic in her open hooves.

“One left,” remarked Silver Bulwark.

“R-right,” Rarity stuttered, reaching out towards the Element and gently lifting it with both forehooves.

The group stared intently as the pony hefted the orb into the air, only for no light to emerge from her hooves.

“Why isn't it working?” asked Scootaloo, who sat nearby.

“I don't know,” muttered Rarity.

“N-n-now, Twilight, let’s not j-j-jump to conclusions,” Fluttershy warned, having already read her queen’s mind.

The infested unicorn glared daggers at the fashionista, causing the pony to flinch under the sheer hatred within the orange orbs. “I knew you were working with them, and this confirms it. You’ve become too corrupted to connect to your Element,” declared the unicorn.

“I have not-” Rarity began, only to be interrupted when a pair of hooves slammed into the stone ground with enough force to knock poor Scootaloo airborne.

“She's here!” shouted Spike.

All eyes turned away from Rarity’s glowing orb and toward where Nightmare Moon stood tall and proud, her great bat-like wings flared and her armor sparkling. Her fur was as black as night, and her eyes were a light teal, split down the middle by a thin, slitted black pupil. The alicorn’s mane and tail billowed all around her, seemingly unnaffected by both wind and gravity.

“Excellent, you have finally arrived,” declared the nightmare, her voice crawling into the ears of all who heard it, leaving the listeners strangely unnerved.

Twilight stared up at the towering alicorn, her gaze lingering on her long pointed horn and the silver armor which covered a majority of the Nightmare’s body. A dark moon was painted atop the metal which obscured her cutie mark from sight. Though the design of her armor felt familiar to that which she had seen the armies of the great houses wear, the alicorn’s was different, bulkier and thicker, yet at the same time seemed to allow the pony a stunning amount of maneuverability.

“And you have found the Elements as well. Perfect, now all I must do is eliminate you, and they will be out of the picture,” exclaimed the mare, her horn glowing brightly a second before the Elements flew from their bearers’ grasp and were crushed by the alicorn’s magic.

Spike, Scootaloo, stay back, strike only if you know you can get away with it. You’re going to get in the way more then anything, Twilight quickly commanded. “We don't need them anymore, not when we’ve already connected to them once,” she shouted.

“Oh, so Celestia did tell you everything after all. A shame, it would have been much easier to destroy you if she hadn't,” Nightmare Moon remarked offhandedly.

“Summon your Elements and do as I instructed,” Twilight shouted to her friends, the unicorn’s horn glowing brightly as she conjured a shield between her and the dark alicorn.

Which was completed just in time to intercept a trio of black bolts of magic, causing the spells to dissipate rapidly. All around her, the rest of Twilight’s troop assembled, each one focusing on repeating the motions Twilight had told them about not long ago. One by one the ponies managed to recall their Element, starting with Twilight herself, who suddenly gained a golden crown, atop of which stood a deep purplish green gem in the shape of a six-pointed star.

After that was Rainbow Dash, who gained a golden neclace at the middle of which was a jagged red lightning bolt. Applejack was next, the infested mare suddenly wearing another much wider necklace with a greenish purple apple at the center. Fluttershy followed closely after with the shy pony’s hood falling away and revealing that she wore a golden necklace which had a half purple, half pink butterfly on it.

Pinkie Pie was second last, the inventor having acquired a slightly smaller golden necklace with a teal balloon in the center. Each pony and zerg hybrid stared in wonder at their new jewelry and the energy which seemed to radiate from them.

Lightning bolts, fire balls, and a several splashes of acid impacted the glowing purple wall, only to slide uselessly off. The dark alicorn’s smile slowly waned with each one of her spells that Twilight was able to block, the unicorn forced to use more and more magic with each passing second.

“You cannot resist forever!” shouted Nightmare Moon, spells continuing to rain down upon Twilight’s shield.

The infested unicorn recoiled from a particularly unpleasant blast of blood red lightning, her horn beginning to glow hot as she poured more and more magic into it. “I can't hold it for long, what are you guys waiting for?” Twilight shouted.

“It’s Rarity, she can't use her Element!” Pinkie Pie exclaimed.

Silver Bulwark stepped forward and cast off her cloak, revealing her warped visage for all to see. “Tend to yer friend, I’ll hold off old moon flanks,” declared the guard.

Twilight didn't like it, and for a moment she considered ignoring the guard’s suggestion before reluctantly slowing the flood of magic into her spell. “Fine, but you better not lose anymore parts, otherwise you won't be able to pass as a pony anymore,” Twilight exclaimed.

Silver Bulwark chuckled and flashed the other unicorn a wide smirk. “Don't worry about it, Twilight. I got this.”

Twilight’s shield flickered, and a second later it died, having been snuffed out by a trio of mana bolts which pounded against it.

“Fool! What does one measly guard think she can do against me?” shouted Nightmare Moon, who stalked dangerously up to the armored and infested mare. “I, who have drained the sun of power for the last ten centuries!”

“Girly, you’re more talk than a... than…” Silver Bulwark paused. “I actually don't have a reference point for a pompous dickhead who is anywhere close to your level of snooty assholery.”

Nightmare Moon snarled and conjured forth a long, serrated sword from a deep purple portal. “After I cut off your legs, I’m going to bring you to Canterlot, so you can watch me kill my sister. Maybe a nice show will help you learn to respect your betters.”

“Yeah, I wouldn't hold out hope for that to happen,” Silver Bulwark declared, drawing her own, much smaller sword. “I never was cut out for that kinda thing.”

Twilight turned away just as the two mares’ blades met with a deafening clang, steeling her resolve and forcing herself to look away. Instead Twilight reluctantly turned to where Rarity sat on the cold ground, her eyes squeezed shut as tears poured down her face. The unicorn’s chest heaved as magic swirled about her horn, yet no magical piece of jewelry came forth.

“I’m sorry, Rarity, I didn't mean what I said back there,” Twilight hastily exclaimed, trotting over to the distraught pony.

“It's not that,” Rarity sniffed. “It’s like something is stopping me from connecting to it. I can feel the Element deep inside of me, but there is a wall between me and it.”

Twilight stiffened suddenly and pointed to Applejack. “Assist Silver Bulwark, but stay at range, utilize your spines.”

The hydralisk hybrid nodded. “R-right,” she stuttered before slithering away, spines shooting out of her shoulders the second she had acquired a clear target.

Twilight paid her and the ensuing fight no mind however and merely crouched low. “Fluttershy, give me your strength. I’m going to try and help Rarity, as for Rainbow Dash and Pinkie Pie, you two try to cover us as best as possible, but otherwise stay out of the fight.”

“Hey, I know taekwondo, I can totally take her,” Rainbow Dash declared.

“And Nightmare Moon knows a dozen ways to turn you into little more than a burnt pile of meat,” Twilight retorted, shooting the pegasus a glare. “She is a hardened killer with millenia of experience. If you want to be useful, throw rocks at her whenever there is an opening.”

Rainbow Dash wilted and took a step back. “Y-yes, Twilight.”

“Pinkie Pie, are you good?” Twilight asked.

The pink-maned pony nodded, shimmering out of sight. “You can count on me,” she replied.

Fluttershy wasted no time in crouching down beside Twilight. “What d-d-do you n-need me to do?” she asked.

“Place your hooves over mine and follow my mind,” Twilight hastily declared. “This may not be the most comfortable sensation.”

Rarity gritted her teeth. “Do it.”

Twilight nodded, and after summoning all the psionic might she could muster, pierced the other pony’s mind. Rarity’s jaw tightened, and her body suddenly went rigid while the two very foreign entities suddenly entered her thoughts. Though unsubtle in her infiltration, Twilight had managed to punch through the barrier of the Khala, Fluttershy’s presence and the crown atop her head giving her the boost she needed.

Once within, Twilight’s confidence immediately began to falter, as thousands upon thousands of openings presented themself to her. Thoughts and feelings that were neither hers nor Fluttershy’s poured into their heads, nearly drowning Twilight in their weight. Pulling on the well of energy emanating from her new adornment, Twilight shoved through it, brushing aside the attempt to stymie her progress.

Once free to think and feel for herself, Twilight found herself at a loss, as there didn't seem to be any obvious solution to even finding Rarity, nevermind freeing her from the Khala’s grip. A sudden urge to shift her perceptions prompted Twilight to do just that, following Fluttershy as she forced the mindscape to twist and change. The second it settled back into something more solid, Twilight found herself floating in a great stone tower.

Hundreds, if not thousands of cells lined each of the four walls, stretching above and below them into the distance. Scanning the rows of golden-barred cells, Twilight was quickly able to find Rarity who was pounding her hooves against the bars. Shifting her conjured form over to the pony, Twilight suddenly found herself looking down at a slightly younger Rarity.

“Hurry, before it's too late!” shouted the young unicorn.

Twilight nodded and conjured forth a pair of clawed arms from her ethereal mass, using them to grip the bars and begin to tug. The sounds of battle still rung in Twilight’s ears, and her body tensed, ready to lend aid at a moment’s notice. Shutting out those feelings and urges was difficult, but ultimately Twilight managed to change those frustrations into fuel for her newly conjured limbs.

The bars strained, and cracks immediately began to grow along the length, from which golden light poured. Twilight didn't flinch, merely pushing more and more energy into her fingers, while the younger Rarity tugged valiantly on one of the bars. Fluttershy’s presence was constant throughout this process, reinforcing Twilight’s will and giving strength to the powerful pair of limbs which tugged at Rarity’s cage.

“They are coming, hurry!” Rarity shouted suddenly.

Twilight could feel several other presences emerging from somewhere in the mindscape, each one rushing towards her location. The infested unicorn ignored them however and merely funneled her growing sense of panic into her body, hoping to simply tear her way through before they could disrupt her plans. All that was interrupted when Twilight suddenly heard a cry, one which was accompanied by a warning sent from Silver Bulwark’s mind to hers.

Get down!

Twilight obeyed without thinking, breaking her connection to the Khala and shunting both her and Fluttershy out of the strange dreamlike realm. Throwing herself to the ground, Twilight narrowly avoided a spinning magical blade which would have bisected her, Fluttershy, and Rarity. Together the trio toppled to the ground, with the only loss being the majority of Rarity’s mane and a good chunk of Fluttershy’s tail.

Rolling to the side, Twilight threw up a shield, blocking an ethereal hammer which slammed into it with enough force to make the unicorn’s horn spark with effort. Thankfully Nightmare Moon’s attention was quickly diverted, as a dozen spines suddenly slammed against her barrel. Though none seemed able to pierce the alicorn’s armor, the weight behind them was enough to shift her attention, and the hammer vanished.

“New plan! Just kill her,” Twilight shouted.

Nightmare Moon cackled as she backhanded Silver Bulwark’s sword aside. “You really think that is even an option? You are nothing compared to the power of an alicorn, and I am only getting started!”

“I d-d-d-don't think w-we have a cha-” Fluttershy stammered, only for Twilight to ignore her before sprinting into the fray.

“I’m coming, Bull!” yelled the infested unicorn before unleashing a psionic shove.

“I’m so sorry, Fluttershy,” Rarity whispered, tears streaming down her face. “This is all my fault.”

“Shh, n-n-no, it isn't,” Fluttershy corrected.

“It is, now we are all going to die for a choice I made nearly a decade ago,” Rarity slumped, her eyes losing some of their signature glow.

Fluttershy wanted to offer some sort of disagreement, but a thought from Spike alerted her to incoming danger. Grabbing Rarity in both hooves, Fluttershy flung them both towards the pyramid, using the stone structure to block a wall of fire. Putting Rarity down, Fluttershy took several deep steadying breaths and glanced over the side towards the battle.

“Queen requires assistance. Stay behind cover,” Fluttershy commanded before leaping from behind the strange pyramid and sprinting away.

Rarity stared with wide, terrified eyes as even the formerly meak pegasus charged into battle, spitting a glob of greenish slime at the dark alicorn. Who used her magic to fling the glob aside and force Pinkie Pie to roll out of the way, abandoning her own attack. While this was happening Spike had managed to sneak up on Nightmare Moon and unleashed a gout of magical flames on the alicorn’s flanks.

The metal almost immediately began to glow, but before the dragon could pierce her defences, Nightmare Moon suddenly threw a leg out, kicking him hard enough to send him flying. Seeing her assistant get launched across the room and into a nearby pillar, Twilight let out a cry and began to rain dozens upon dozens of magical bolts into the alicorn’s side.

Though numerous, the bolts seemed to do little other than slowly push Nightmare Moon back as well as distract her from casting a spell. Raising a wing to shield herself, the alicorn gripped her blade and pointed it towards Twilight, intend on dealing with the infested unicorn once and for all. Rainbow Dash interrupted this plan by whipping a well-placed stone into the armored pony’s face, causing her aim to go wide and the sword to fly out a window.

“Pour it on, now!” Silver Bulwark cried, the unicorn guard sending a lance of golden energy into Nightmare Moon’s foreleg and causing the alicorn to fall forward.

She barely had a chance to cry out in pain before Scootaloo suddenly leapt into the air and bit down on her wing joint, causing the limb to recoil and Nightmare Moon’s chest to get buffetted in purple magical bolts. An opening that Applejack was quick to exploit, firing as many spines as she could into the alicorn’s exposed face. Most missed, or bounced harmlessly off the other mare’s armor, though one managed to pierce the alicorn’s cheek and embed itself into her muzzle.

Pinkie Pie and Fluttershy’s attacks landed milliseconds later, with the invisible pony ramming her dagger into the joint of Nightmare Moon’s leg armor and drawing forth a gush of crimson. Fluttershy’s next glob of toxin-filled split splashed against the small space between Nightmare Moon’s neck guard and helmet, filling the inside of her armor with the burning liquid. All while Twilight continued to rain down as much concentrated magical and psionic fire as she could muster, hoping to keep their enemy on the defensive.

“Enough!” boomed Nightmare Moon, the power of her voice knocking everyone back.

Before anyone could react, the alicorn became a blur of movement, retrieving her blade with a flash of magic and bringing it down against Silver Bulwark. The guard managed to draw her own weapon up in time, but it proved no match for the midnight blade which sheared straight through the lesser sword. Silver Bulwark’s block hardly even seemed to slow her opponent’s attack, and Nightmare Moon’s sword cut right through the infested mare’s meager defence and into her head crest.

With her first target now slumping to the ground, Nightmare moon tore her weapon free of the hybrid’s skull and swung it at a now terrified pegasus. Who found herself surpassed in speed for the first time in her life and unable to do anything more than duck. Though she managed to avoid getting beheaded, Rainbow Dash wasn't safe yet, as the blade cleanly severed both of her wings, and a chunk of her back, digging deep into the pony’s flesh and staining her coat with blood.

Nightmare Moon shifted to the next enemy before Rainbow Dash even had a chance to hit the ground, abandoning her sword for a moment in order to conjure forth a powerful spell. One that was subsequently unleashed into the face of Spike, who had just barely managed to rejoin the fray by the time Rainbow Dash lost her wings. Nightmare Moon spared the terrified dragon only a single brief glance as her spell impacted him, sending him flying and engulfing him in purplish black fire.

Knowing what such a spell was capable of, the alicorn didn't even bother to check if her opponent was down before shifting her attention once more. At that point, only a single second had passed since the alicorn had begun her counter attack, and already Pinkie Pie was attempting to flee, her invisibility field shimmering into existence. Nightmare Moon didn't need to see her enemy for what she had planned next however, and the alicorn began her next spell. A second later an enormous ethereal hand stomped down on the spot Pinkie Pie had been standing a second earlier.

The inventor let out a scream of agony as her suit was crushed beneath the mare’s conjured limb. Her legs snapped, and her body twisted unnaturally, but Nightmare Moon didn't even see this happen, as she had already grabbed Scootaloo in her telekinetic grip. The alicorn wasted no time in tossing the zergling into the air and punting her across the room like a soccer ball, blood and vomit spraying from the young filly’s lips.

Though mere moments had passed, Fluttershy and Twilight were already reacting, the two infested ponies making a run for a nearby column. Nightmare Moon was faster though, and her horn glowed brightly a second before a powerful bolt of lightning shot towards the pair. Fluttershy seemed to see this coming, however, and threw herself in front of the bolt, only for the electricity to arc straight from her, and into the pony she had been trying to protect.

The pegasus hybrid’s cloak exploded into flames, and Twilight’s boots melted as the pair was thrown aside by the force of the alicorn’s spell. Again, Nightmare Moon didn't spare them a second glance, merely turning towards the final threat just as the hydralisk hybrid rammed into her. A feral scream erupted from Applejack’s lips and her scythel-ike arms slammed into Nightmare Moon’s armor, tearing straight through and into the flesh beneath.

The alicorn herself seemed unbothered by this and thrust her sword straight through the hydralisk’s stomach and out the otherside. Applejack tried to continue fighting, to stab the mare who had taken her queen from her, but her limbs were heavy and unresponsive. Blood erupted from her mouth, and the farm pony didn't even have the chance to collapse before Nightmare Moon kicked her to the ground.

Grunting, the dark alicorn lit her horn, healing her wounds with a spell and stalking towards Rarity, a twisted, wolfish grin spreading across her lips. “And then there was one,” whispered the former princess.

As Nightmare Moon’s hooves clopped against the cold stone floor, the confusion, fear, sadness, and guilt which had left the unicorn unable to move suddenly began to lift. All the anger which had been suppressed by the Khala came flooding back in, filling the unicorn with an almost uncontrollable fury.

Which had but one place to go.

With hate pumping through her veins, Rarity rose into the air, every molecule of her body now stuffed to the brim with power. Electricity poured from the high templar’s eyes, and the air around her thrummed as energy coursed through her. With a feral cry, the mare unleashed every ounce of that rage, creating a veritable storm of psionic lightning around her target.

Bolts of empowered lightning slammed into the alicorn, hitting her from seemingly all angles at once. Some went wide, hitting the ground, ceiling or walls, though most found their mark, pumping their destructive power into the alicorn’s body. A cry of pain could be heard, though it was quickly drowned out by the cacophony of thunder that came whenever a bolt of lightning hit home.

The storm drove the alicorn to the ground, though the sheer number of flashing lights made it difficult to see Nightmare Moon’s expression. Rarity didn't care however, Nightmare Moon would not survive, no matter how much it took out of her, there was simply no other option. A bolt hit the alicorn’s leg, the back of her neck, her flank, her barrel, not one inch of her was left untouched by Rarity’s attack.

Even after several seconds, Rarity held on, maintaining her assault even as her mind and body began to scream at her to stop. The strain grew so great that Rarity could feel her legs go limp, and she slowly fell to the ground, focusing every last bit of her essence into destroying Nightmare Moon. Until finally her body gave out and she fell to the ground, unable to move anything below her neck, no matter how hard she tried.

Smoke and steam billowed off of her fallen enemy, and Rarity uttered a silent prayer to Celestia as she lay there, hoping against hope that it was over. Her prayers went unanswered though, and slowly, the alicorn rose from the ground, dusted herself off and strode forward. Parting the wall of smoke like a curtain, Nightmare Moon emerged, her skinless face slowly regrowing the flesh she now lacked.

“Impressive. Had I not been stealing Celestia’s power for a millenium, I may well have died there on the cold floor,” Nightmare Moon announced.

“I won't let you hurt them,” Rarity growled, horn sparking and eyes beginning to flicker. “Even if it kills me.”

Nightmare Moon laughed suddenly and waved a hoof at Rarity, causing her horn to dull and her eyes to lose their signature glow. “I don't think you’ll be doing much of anything,” she retorted.

“W-what? How did you do that?” Rarity exclaimed. “It's like the Khala is gone, and my magic--I-”

“Oh, will you just stop?” Nightmare Moon sneered as her eyelids grew back. “Have you truly not figured it out by now?” She leaned down, peering directly into Rarity’s eyes. “Your powers are mine, your abilities are mine, your magic is mine. I am the voice in the abyss, she who weaves the web you call Khala, and you are nothing more then one of the gnats I have caught in it.”

Rarity’s mouth hung open. “N-no. It’s an ancient unicorn technique, they-”

“Were fooled. Before I went to face my sister, I put several back-up plans into motion and of course the one which preyed on unicorn pride worked most efficiently.” Nightmare Moon chuckled. “I shouldn't have even bothered with the others, to be honest. This has worked better than I could have ever dreamed.”

Rarity was about to offer some manner of retort, but the Nightmare’s face suddenly twisted, and a scream of pain tore from her lips. Turning, Rarity was able to see a sword sticking out of the alicorn’s back, one which had been buried nearly hilt deep into the pony’s barrel. It also revealed an enraged Silver Bulwark, who was mid-sprint, bloody head lowered, ready to ram into the Nightmare with every bit of strength she could muster.

The alicorn wasn't defenceless though, and she lit her horn, firing a beam of magic into the oncoming guard. A purple shield suddenly sprang into existence, deflecting the beam into the sky and allowing Silver Bulwark to close the distance. All while Twilight looked on from the sidelines, her forehooves hovering over Fluttershy, whose flesh was slowly knitting itself back together.

Nightmare Moon tried to dodge out of the way, but Silver Bulwark was faster, catching the alicorn on the chin and making her head snap backwards from the sheer force of the blow. Her momentum didn't end there though, and Silver Bulwark plowed into the other pony, knocking her onto her back. Now standing atop the alicorn’s stomach, Silver Bulwark reared up and extended two long bone blades from her hooves before stabbing them in the alicorn’s belly.

“H-how are you even alive?” Nightmare Moon sputtered, teeth spilling out of her mouth with each word she spoke.

Silver Bulwark grinned. “Let’s just say I’ve always been a little bull-headed.”

The alicorn gritted her remaining teeth. “Then you will die a stubborn fool.”

Twilight readied a counter spell, while also reaching out with her psionic abilities, trying to shield Silver Bulwark from what she could feel was coming. Silver Bulwark didn't waste any time either and ripped her blades from Nightmare Moon’s belly before aiming both of her weapons at the alicorn’s head. This time she didn't hit her mark, as her forelegs were suddenly torn from her body, Nightmare Moon’s psionic abilities having brushed aside Twilight’s meagre resistance with relative ease.

Before Silver Bulwark could even fall, the guard was gripped by an unseen force and thrown with enough force to crack the pillar which ended her impromptu flight. Blood exploded from her lips, and from the stumps which had once been her forehooves, the mare finally landing several feet away from a stunned Twilight Sparkle. As the unicorn looked on, she saw her friend and mentor sputter and wheeze, her fierce look of determination finally slipping from her features.

“Save them,” Silver Bulwark muttered before her eyes closed and her body fell still.

For a moment Twilight felt conflicted, as a part of her wanted to assist Silver Bulwark, but she could also feel Fluttershy’s body was only just holding onto life. Remembering Silver’s final words, Twilight kept one hoof against Fluttershy’s chest while the other reached out towards Nightmare Moon, who had stumbled back up onto her hooves. A psionic shove knocked the alicorn back tearing off her helmet as well as several plates, revealing several gaping wounds which had yet to heal.

Before Twilight could continue though, Nightmare Moon tore the sword from her back and erected a bubble around herself. With blood pouring from several large, deep wounds, the alicorn wheezed, desperately gulping oxygen while struggling to stand.

“You may have won this round, but this is not over. After I am done with Celestia, I will finish what I started,” Nightmare Moon announced, voice wavering slightly.

“Not unless I kill you here and now!” Twilight cried, horn sparking with life.

Nightmare Moon said nothing as she opened a portal and stepped through, only just barely dodging the stone spikes which shot out of the ground a second later.

With her enemy gone, Twilight collapsed to the floor, her body unable to keep up with the punishment it had been put through. Dragging herself closer to Fluttershy, Twilight used the last of her power to stablize the young mare’s breathing. With that done, Twilight began to pull herself towards Applejack, gritting her teeth all the while.

“Gotta heal them, get to the trainyard, and return to Canterlot,” Twilight muttered weakly, her vision swimming and her body growing heavy. “Have to save Celestia, have to save them all.”

Twilight managed to get several feet before collapsing, her gaze drifting over to the stairs where a shadowy figure was pouring something into Spike’s mouth. Twilight raised a wobbly hoof, only for the limb to fall weakly to the ground, her last thoughts being a quick prayer for her son’s safety.

And the last thing she saw were four striped hooves as they walked toward her.