Inner Demons

by Azure Sandora

Chapter 21

I will admit, I'm somewhat worried about this chapter. It started quite a controversy on fanfiction, and I earned a lot of rage for what happens in this chapter. Based off of the reviews I've received, I expect the readers will be more accepting here.

Chapter 21: Battle For Fillydelphia – Beauty Sleeps, The Queen Cries, and the Tool Master Awakens

The fight broke out instantly. Problem was, they were outnumbered fifty three to seven.

Rainbow Dash and Pinkie Pie were working together, Pinkie Pie taking advantage of her illusion abilities to multiply herself, disappear, reappear, and basically mess with her opponents while Rainbow Dash stayed mostly in the air, dashing past the undead soldiers surrounded by lightning.

Rarity and Fluttershy were supporting each other much like Rainbow Dash and Pinkie Pie. Rarity stayed at a distance firing icicles with her horn, but Fluttershy danced around the battlefield dodging the soldiers attacks and made them hit each other mostly, and often using the wind to guide her movements.

Applejack, Apple Bloom, and Lezard were staying together, Lezard using his Arcane spells to support the sisters, both using close quarter combat and staying close to each other. Silver Spoon ran into the chariot after all and just watched the fighting.

"APPLE BLOOM!" Scootaloo shouted, catching the earth pony's attention. A second later, Apple Bloom rolled out of the way as a wave of fire as Scootaloo flew down to tackle her.

"Apple Bloom!" Applejack called out.

"Ah'm fine!" Apple Bloom responded before focusing now on Scootaloo, who engaged her in hoof to sword combat (Scootaloo's armor defended her from Apple Bloom's sword).

"Oh Element of Generosity!" Rarity heard from behind her. She turned around and instantly created an ice shield to defend herself from Trixie's lightning attack.

"Trixie!" Rarity shouted.

"Just being generous!" Trixie said walking over to Rarity, "You know, paying you back for last time! STORM AVATAR!" Trixie called out. She was then hit by a bolt of lightning, but it actually empowered her, engulfing her entire body with electricity and making lightning come out of her eyes, "Shall we go for round two, Element of Generosity?" Trixie asked, smiling confidently.

"Fluttershy, will you be okay?" Rarity asked.

"Y-yes, but what are you-"

"I need to find Spike and lead Trixie away!" Rarity said galloping off.

"Rarity, be careful!" Fluttershy called out to her friend.

"Don't run! We're just getting started Element of Generosity!" Trixie shouted galloping after Rarity. Fluttershy watched them gallop away before returning to her fight, praying for her friend's safety.

While Apple Bloom was fighting Scootaloo, she heard Sweetie Belle sing a tune. A second later, an energy beam from the sky came down on top of Apple Bloom and she was forced to dodge.

"Sweetie Belle!" Apple Bloom shouted.

"I told you Apple Bloom, if you left that room then I'd have to fight you," Sweetie Belle said, her eyes filling with tears.

"She brought it on herself!" Scootaloo said angrily, "There's no point in defending her! Even now she'd rather remain a blank flank and fight with those traitors rather then join with her so called "friends" and fight with us!"

"Ah didn't abandon anypony!" Apple Bloom shouted in retaliation, "Ah jus'..."

"You just turned your back on us for our, how did you put it, stupid games," Scootaloo said, making Apple Bloom wince, "Face it, Sweetie Belle, she doesn't believe in friends forever! If she did she would be with us instead of with them!"

"Damn it Scootaloo! Damn it Sweetie Belle!" Apple Bloom screamed, "Ah jus' wanted ta git mah Cutie Mark the proper way! It wus hard fer me, bein' the last one in mah class ta have a Cutie Mark, bein the butt of Diamond Tiara's jokes, Ah wus tired of it, so that's why Ah went off! Ah wus sick an' tired of playin around with silly things like pyrotechnics ta get mah Cutie Mark!"

"Silly, huh?" Scootaloo said looking down, "You don't understand anything! I hate you so much!"

"S-Scootaloo!" Sweetie Belle said taken aback, "You don't mean that!"

"Damn right I do! Her very presence makes me sick! Sweetie Belle, if we're to charge to the future then she needs to die!"

"Scootaloo, I don't think I can really..." Sweetie Belle was hesitating. Was there a chance?

"Sweetie Belle, if we don't kill her here and now she's going to get Twilight! You don't want her to hurt your sister, do you?"

That looked like it hit something, because Sweetie Belle looked away and shed a tear, "I'm sorry, Bloom..." she then looked right at Apple Bloom and sang another tune,making another laser shoot down from the sky. Apple Bloom rolled to the side, and then turned to Lezard and Applejack.

"Ah'm gonna lead 'em away!" Apple Bloom called out before running off.

"Apple Bloom!" Applejack called out, about to run after her.

"Let her go!" Lezard shouted, catching Applejack's attention.


"Whatever is happening between the three of them is between them! If it's ever going to end, then they have to be the ones to settle it!"

Applejack hated it, but she had no choice but to leave it to her sister.

Please be careful Apple Bloom.

Looking at her had his heart racing. It looked so much like Twilight, he even remembered seeing her with that same expression on her face. But something behind those eyes was different, sinister, and evil. Pure evil.

"What are you doing here, Spike," Twilight said spitefully.

"I came here for you, Twilight," Spike said seriously, but with the slightest edge of care, "I promised, right? That I would always come to wake you up."

"It's a little too late for that Spike!" Twilight stated angrily, "You shouldn't have left me in that room alone! Not even a letter asking if I was okay!"

Shining Armor ran over to Spike, "What the hell is going on here?" Shining Armor asked.

"Shining, Cadence is locked up in the caves under Fillydelphia," Spike said, shocking Shining Armor.

"L-locked up?"

"I'll take care of Twilight. You need to save Cadence."

Shining Armor looked down seriously, and then began galloping to the door.

"Shining Armor!" Twilight called out, actually making him stop, "Please, don't leave me!"

"Twilight, I don't know what's gotten into you, but..." Shining Armor sighed not turning to her, "I'm sorry..." he then ran out the door. Twilight began stomping her feet getting more and more upset.

"Shining Armor! SHINING ARMOR!" she screamed to the point where there were tears in her eyes. She then glared at Spike, "You made him LEAVE!"

"Twilight, please stop!" Spike said, "Remember who you really are! Remember fighting Night Mare Moon! Remember fighting Discord! Remember saving Canterlot from the changling queen! All the good times we had in Ponyville with the others, that's you!" it looked like Twilight was beginning to remember, because her expression was softening a bit, "I'm sorry, Twilight. You're right, leaving you in the darkness like that wasn't right. We gave up on you, we didn't even try to save you or understand what was happening to you, but I'm here now! Seeing you like this is killing me, Twilight," Spike actually began tearing up as he spoke, "You've always been like a sister to me, Twilight. I love you, and I want my Twilight back. The Twilight who would fuss over the tiniest error, who was always looking up at the stars or had her face glued to a book, who would yell at me for even throwing off her schedule even a little, and who jumped to conclusions about everything. That's my Twilight, and I want her to come back."

"Oh, Spike," Twilight said softly, her kind expression returning, "You've always been like a brother to me."

"R-really?" Spike asked, he heart leaping. He did it. He saved Twilight. Now they didn't have to-


A bolt of lightning came down on Spike blowing a hole in the roof and knocking him down.

"That's why I was so HURT when you chose Rarity over me!" Twilight stated. Spike slowly looked up and saw her angry expression returned.

"No..." he said, more so to himself than to Twilight.

While Rarity ran to the estate, she continued to jump around getting out of the way of Trixie's magic. A few times she almost got hit, but apparently it wasn't her time yet. Besides, she had to get to-


That scream in her head. It sounded like Spike! How was she hearing him though? It didn't matter, something in her heart was telling her that he was in trouble, and she couldn't let Spike get hurt.

"I'm coming Spike!" Rarity said to herself now focusing on the estate, Trixie still following her.

"Where are you going, Element of Generosity?" Trixie called out, "The fun is just beginning!"

I don't have time to play with you, Rarity thought to herself, Spike's safety is so much more important than amusing you right now. She continued her gallop to the estate, actually running past Shining Armor who was leaving the estate.

They locked eyes for a mere second while passing each other, silently connecting with each other and explaining what was happening. In that mere second she was able to ask him for help, and he was able to confirm for her that Spike was in danger.

Hang on Spikey Wikey...

Hang on....

He had to save Cadence, but the look in Rarity's eyes told him that not only did she know what happened to Cadence, but she needed help. When he saw the enraged mage chasing her he knew what he had to do.

Focusing on his horn, he created a magical wall preventing the mage from proceeding forward.

"YOU!" the mage shouted, "If Twilight didn't want you alive then I'd kill you for stopping me!"

"You're working for my sister?" Shining Armor asked, "Tell me, what happened to her? Why did she kidnap my wife?"

"I don't know what happened to Twilight, but that's not my concern!" the mage shouted, shocking Shining Armor.

"Not your concern?"

"All that matters to me is Twilight's happiness! I'll do whatever it takes to make her happy!"

This mage, he recognized her now. This was Trixie Lulamoon. He had heard rumors on how she fell from grace because of an incident with an Ursa Minor. She didn't seem evil, but Twilight...

"What's my sister planning?"

"I told you, I don't concern myself with 'why'! As long as I can make her smile, I'll do the worst deeds and kill anypony she tells me to!"

"You're..." he said pitying this poor pony, who for whatever reason allowed herself to become a tool.

"Twilight told me that I was to kill the pony you just protected! Now I'm going to get to her even if I have to THROW YOU ASIDE!"

She then charged at Shining Armor, engaging him but clearly trying to get to Rarity. Shoot, he needed to get to Cadence, but if he left this fight then Trixie would get to Rarity and Spike, and who knows what would happen at that moment.

He had no choice. He had to engage her fully, guiding her away so somepony could take over for him. If both Rarity and Spike was here, then somepony had to be here offering support for them as well.

At least, he hoped.

Apple Bloom ran as fast as she could away from the pegasus pony flying after her and firing flames at her. All the while, Sweetie Belle 's sweet singing voice was heard (how did she do that!) causing random pink lasers to fall down on top of her.

"Sweetie Belle, ask some of your stallions to help us!" Scootaloo commanded. Suddenly Sweetie Belle literally changed her tune. Good news, the laser's stopped, bad news, a stallion kicked Apple Bloom through a door into a building.

"Good boy," she heard Sweetie Belle say outside.

"We're not waiting for her outside," Scootaloo said, "Come on!"

When Apple Bloom got up, she looked around and saw that she was inside a factory of some sort. There were a lot of tools and gadgets inside, some of them she didn't even recognize back in Ponyvile. Fillydelphia sure was advanced.

She heard Scootaloo and Sweetie Belle walking in another room apparently looking for her. She needed to get moving. Crouching down she began to slowly crawl away into another room, her heart beating so hard she swore they could have found her solely by listening to her heart.

She found herself in another room, this one looking like an assembly line of some sort. Right, Apple Bloom thought, the ponies in Fillydelphia used steam powered machines along with magic. That way anypony could work as efficiently as a unicorn even without magic. Apple Bloom had always wanted to see these machines in person. Oh... if only she could use machines like this on a daily basis.

Her heart began to flutter a bit looking at them, like she was right where she needed to be. Almost like she was... home...

She was completely lost in the moment that she completely forgot that she was supposed to be running for her life.

"There she is!" she heard Scootaloo shout. Okay, now she remembered.

Scootaloo and Sweetie Belle galloped over to Apple Bloom, who jumped over a conveyor belt in order to escape. After running a bit though she saw the control panel to operate the machines.

I think I can use this, she thought. It didn't look that difficult.

Apple Bloom got inside the control room and instinctively turned the switch that activated all of the machines in the room. Scootaloo, who was standing on the conveyor belt when it activated, fell over and was now moving down the assembly line.

"Scootaloo!" Sweetie Belle called out.

"Get to that control room!" Scootaloo commanded. Sweetie Belle nodded and began making her way to the room Apple Bloom was in.

Don't these rooms usually rise with a button? Apple Bloom looked around until she saw a few levers. Those were the ones she needed. Pushing the first two up, the room she was in not only rose, but moved to the side.

"Apple Bloom!" Sweetie Belle shouted, "Come out of there!"

Not a chance, Apple Bloom thought to herself. She looked over at the conveyor belt and saw Scootaloo running down the conveyor belt. What was she planning. Well, from where Apple Bloom was she could see everything in the room and control everything. Now, how could she slow Scootaloo down.

Got it.

She pushed another button which moved a set of hammer into position. After that, she pulled a lever which made the hammers hit the conveyor belt really fast. It was so much that Apple Bloom saw Scootaloo actually having a little trouble, but she was still able to dodge.

As she toyed with them, something inside Apple Bloom awakened. She realized what she was doing. All of these machines, which she never seen before, she was using like a pro. She then went back mentally to when she was five. Most little girls liked dolls, but Apple Bloom was more of a fan of play tools. She had a toy tool set complete with a hammer, wrench, and a saw. When she got a little older, she upgraded to an actual hammer, wrench, and saw. Now here she was, using advanced tools. Automated tools. This was her passion. This was who she was. She loved tools. Using them, learning about them, creating with them. She felt more elated than she ever felt, once again losing herself in the moment.

There was a crash, and the machines started to shut down. The control room also shook, and Apple Bloom noticed that the room was tilting. What happened?

Another crash, but this time Apple Bloom saw a pink blast hit the room she was in. She looked down and saw Sweetie Belle surrounded by a magical circle, and it looked like she was singing. Damn it! If this keeps up...

"APPLE BLOOM!" she heard from outside. Apple Bloom turned around and saw Scootaloo charging to the window of the control room. She punched through the window and just glared at Apple Bloom for a second, who fell to the ground in surprise.

"Cute," Scootaloo panted, "Real cute, but the game's over! There's no way for you to escape!"

"Wanna bet?" Apple Bloom challenged. A second later, she charged into Scootaloo and they both fell out of the control room. The fall wasn't too long, so Apple Bloom wasn't too hurt. She slowly got up and stepped away from Scootaloo. As she got up, she heard Sweetie Belle gasp slowly.

"Apple Bloom..." Sweetie Belle said, "Y-your flank..."

Apple Bloom looked at Sweetie Belle, and the at Scootaloo, who was getting up and gave an annoyed grunt.

"You're kidding me..." Scootaloo said. Now Apple Bloom was curious, so she turned to look at her flank. She didn't have a heart attack. She didn't scream out in shock. She just looked at it, almost brought to tears.

She saw a brown gear, with two tools in front of it in the form of an X. One tool was a pick ax, and the other tool was hammer. All of this was right on the left side of her flank.

"It's... mah Cutie Mark..." Apple Bloom said, now tearing up, "Ah found it. Mah special talent."

"Well, aren't you special?" Scootaloo said angrily, "Too bad it doesn't help you. Just because you got your Cutie Mark doesn't change anything," Apple Bloom laughed, she laughed, "What's so funny?"

"Ya really don't get it," Apple Bloom said, "This ain't jus' any old Cutie Mark. This Cutie Mark means that even now I'm still in mah element."

"Oh really?" Scootaloo asked. Almost answering her question, Apple Bloom kicked something behind her, making the structure above Scootaloo fall down on top of her. At the same time, Apple Bloom grabbed the rope that was rising up and used it to fly up to the window on the second floor.

Apple Bloom thought she heard Scootaloo command Sweetie Belle to follow her, meaning that she had to keep moving. Even as she ran though, she couldn't get over her happiness. She did it. She finally had her Cutie Mark.

Take that Diamond Tiara.

"You always loved Rarity, the whining bitch!" Twilight said slowly walking over to Spike, "Oooh, my MANE, it's going to get RUINED! I can't go out looking like THIS! I hate getting my hooves dirty! AH! I look absolutely DREADFUL!" she mimicked in a high pitched fashion before glaring at Spike again, "I had plans for you, Spike!"

"P-plans?" Spike asked.

"I was going to make you the strongest dragon in the world," Twilight said, "We could have ruled together, like brother and sister, but no, you just had to be with Rarity. I bet you loved being able to spend so much time with Rarity, because Rarity is so pretty, and Rarity is so nice, and Rarity is just the best pony in the world! Never mind little old me, locked up in the basement of the library, thrown away and FORGOTTEN!"

"Twilight..." Spike said weakly, "I'm sorry..."

"Don't you get it? It's TOO LATE to apologize!" Twilight shouted before kneeling down in front of Spike, "You gave up on me. Instead of fighting for me, you accused me of being a monster just like everyone else!"

"That's... not... true!" Spike defended, "I didn't want them to lock you up, but what was I supposed to do? You were telling us that you were going to become this demonic pony hell bent on taking over Equestria, and we didn't know what to think or believe. I can't speak for everyone else, but I figured you were right about Night Mare Moon, Discord, and the wedding last year, so you might be right about this."

"EXCUSES!" Twilight screamed, "All of those are excuses! Even Princess Celestia thought I was a monster! I go home, and the second everyone finds out that I was the one who petrified Celestia, you lock me up like some caged animal! Friendship? What a laugh! If friends give up on you when you're falling into darkness then who needs them? First, I'm going to kill all of those so called friends, then I'm going to make my ideal Equestria. One that matches my heart. Oh, and congratulations Spike, you finally graduated from number one assistant, to one of the team. That means," her horn began to glow red, "You're first."

Before Twilight could kill Spike, something blue hit Twilight and knocked her aside. Spike looked over and saw Rarity running over to him wearing armor. She evolved?

"Rar...ity?" Spike asked.

"Oh Spike," Rarity said nuzzling him, "You're so brave standing up to her like this. I'm going to get you out of here!"

"Rarity!" Twilight shouted getting up. Spike got on Rarity's back and held onto her neck tightly as she turned to face Twilight.

"I know you're still in there, Twilight, and I'm going to fight till the end to get my friend back," Rarity stated.

"Then what kind of flowers would you like at your FUNERAL?" Twilight shouted firing a dark beam from her horn at Rarity, who jumped to the side (thankfully Spike was holding on so tightly) and then ran out the door.

"Rarity, how did you get the armor?" Spike asked Rarity as they galloped away.

"I sacrificed myself for somepony I loved," Rarity said not turning to Spike.

"So when you sacrificed yourself for Apple Bloom your armor appeared?"

"That was the moment," Rarity said, "But I wasn't necessarily talking about Apple Bloom."

That hit Spike hard. Was she actually saying... Sure, after the incident where he grew into a large dragon and then later tried to confess his feelings to her, they became closer, and it looked like she was crying, but that could have just been the air rushing past her face. Could she have been actually crying? Did she really...

They reached outside and saw everypony right in front of the estate, all of them fighting Trixie of all ponies, still charging with lightning.

Rainbow Dash and Fluttershy both charged at Trixie, but she shot a lightning blast at Dash knocking her back, and then kicked Fluttershy away. Three Pinkie Pies were about to bum rush Trixie, but she pointed her horn at the Pinkie Pie to the left and knocked her back, making the other two Pinkie Pies wink out of existence.

Lezard was charging up a spell and then fired an Arcane Bolt at Trixie, who created an electric shield to defend her. The shield then send a lightning blast at Lezard, who created an Arcane Shield to defend himself. Applejack ran over to him.

"Whut in tarnation is up with Trixie anyway?" Applejack asked.

"She's using the Storm spell Storm Avatar!" Lezard explained, "It makes the caster the embodiment of a storm, but if they're unable to control their emotions then they can become consumed by their own anger!"

Shining Armor charged at Trixie and began slashing with his sword, which he actually wielded it with magic, "Sword Dance!" Shining Armor shouted, now slashing at Trixie with lightning speed, hitting her, but surprisingly she was withstanding it, and simply fell back, "Is she even a unicorn anymore?"

"The magic is making her body more resilient!" Lezard stated as he and Applejack ran over to Shining Armor, "She's like a walking spell right now!"

"I'll... stop ALL of you!" Trixie screamed getting up, "Twilight wants you dead, and as her humble servant, I will DELIVER!"

"You've gone insane!" Applejack shouted.

"Trixie, you need to deactivate the spell before you explode!" Lezard tried to reason.

"Think I can't handle it?" Trixie asked, "Think I'm weak? Twilight reminded me of just how powerful I am, and how nopony can withstand my might!" Trixie's horn erupted, firing a powerful lightning blast at Lezard. The blast then branched off and hit Applejack and Shining Armor, which then branched off again and hit Pinkie Pie, Rainbow Dash, and Fluttershy, "I am the second greatest magician in all of Equestria! I am the GREAT AND POWERFUL TRIXIE!"

She then screamed as her magic exploded, creating a powerful lightning storm that was damaging all of the buildings around them.

"Sheesh, I heard of an explosive ego, but this is ridiculous!" Rainbow Dash said.

"She's going to destroy everything!" Pinkie Pie shouted, looking seriously scared.

"Guys!" Rarity called out as she and Spike ran over to them.

"Spike, yer safe!" Applejack said.

"Yeah, thanks to Rarity," Spike said sadly, "Guys, Twilight... she's..." Spike was cut off by Trixie's scream.

"Can't... stop... it!" Trixie screamed.

"What can we do?" Rarity asked.

"We have to knock her down somehow! That's the only way to stop her spell!" Lezard said.

"Apple Bloom!" they all heard behind them. They turned and saw Sweetie Belle and Apple Bloom facing each other, "We're not enemies! We shouldn't be fighting!"

"Then fergive yer sis and come back ta us!" Apple Bloom shouted with her sword in her mouth.

"Rarity is NOT my sister! She never cared about me, and if she did she never showed it! All I ever wanted was for her to look at me like I wasn't a bother! I loved her, but every time I tried to show it I was pushed aside! Why can't I be fabulous like her Apple Bloom?!" Sweetie Belle asked, tears in her eyes, "Why can't she see that I'm just as pretty as she is?!"

"Oh... Sweetie Belle..." Rarity said, now tears in her eyes, completely forgetting about the storm behind her. She then saw a piece of a building about to fall on top of Sweetie Belle. Forgetting about anything else Rarity galloped over to where they were and created a shield of ice stopping the boulder from falling on them.

"Rarity!" Apple Bloom cried out.

"Why are you here?" Sweetie Belle spat angrily, "I told you I don't need you!"

"How DARE you say that!" Rarity shouted still looking up at the boulder, "Even if you don't see me as your sister, you will ALWAYS be mine! I do love you, Sweetie Belle, and I don't know if this means anything to you now, but I'm sorry! You've always been beautiful, and I'm sorry that I never told you that, but if you're willing to give me another chance, I can make things right. Please Sweetie Belle, let's be a family again," Rarity pleaded.

"R-Rarity..." Sweetie Belle looked down, as if unable to process what she just heard, or what she thought.

While that was going on, Lezard fired a strange beam at Trixie, who immediately fell down, the lightning around her ceasing.

"Thank goodness," Lezard breathed out in relief. Trixie slowly got up with an enraged look in her eyes, "Huh?"

"She's still standing?" Spike asked, clearly shocked at Trixie's will power.

"She said that I would do it," Trixie said softly, "This is my chance. I'll at least kill one of you!" she was charging up a spell, something fierce.

"Don't let her cast!" Shining Armor shouted. Everypony (Spike included) charged at Trixie about to knock her to the ground, but it was too late. The spell fired right before anypony could reach her, and flew past Lezard and Shining Armor, past Applejack and Spike, past Fluttershy, Rainbow Dash, and Pinkie Pie, and past Apple Bloom...

Who saw exactly who the spell was meant for.

"NOOOOOOOO!" Apple Bloom shouted. Everyone turned around and saw a sight nopony wanted to see.

Her body falling limb, her armor shattered, her eyes blank...

"Rarity..." Fluttershy said softly shaking her head, "RARITY!"

"I did it... Twilight..." Trixie said with tears in her eyes smiling proudly, "I killed... the Element of Generosity... just like... you said... I... would..." she fainted.

"YOU!" Fluttershy screamed flying over to Trixie, both Rainbow Dash and Applejack holding her back, "I'LL KILL YOU, TRIXIE! I'LL KILL YOU!"

"Fluttershy, calm down!" Rainbow Dash said, "This isn't like you!"

"Ya know better than any of us that now's NOT the time ta lose our heads!" Applejack commanded, "Ah know yer upset, Ah am too, but we got worse problems ta deal with!"

"Exactly, look!" Lezard shouted pointing to the sky. They then saw a dark shadow flying out of Shining Armor's estate going in the direction of the town square.

"What is that?" Shining Armor asked.

"It's Twilight!" Lezard explained, "Think, what do you think she would be going to do?"

Shining Armor thought for a second, and then had a horrible realization, "Cadence! We have to hurry!"

"Shy, are ya gonna be alright?" Applejack asked as Fluttershy cried uncontrollably, "Ah git it. Apple Bloom, stay here wit Fluttershy and Spike! Everypony else, we're followin that dark cloud!" Applejack commanded galloping away. Rainbow Dash, Pinkie Pie, Lezard, and Shining Armor all followed Applejack. As Fluttershy continued to cry, Spike slowly made his way to Rarity's body. Both Apple Bloom and Sweetie Belle were still there, Apple Bloom looked at Rarity with a horrified expression, but Sweetie Belle was trembling uncontrollably.

"She... can't be..." Sweetie Belle said, "She's not..."

"Ah should've been stronger..." Apple Bloom said shedding a tear, "This shouldn't have happened."

Spike was kneelng next to Rarity and put his hand on her face, moving her mane out of the way. Something inside of him changed at that moment. Something... grew... matured...

"Rarity..." Spike said in a voice that he almost didn't even recognize. He then got close to her, and kissed her on the cheek. No sooner than when he touched her did his entire body begin glowing, and he felt his entire body coursing with power.

"Spike?" Apple Bloom asked. Even Fluttershy stopped crying and turned to see the sight before them. Something was happening to Spike. He was changing.

He was... growing...

Twilight landed and reformed at the town square. When she landed she looked around until she saw Scootaloo trotting over to her, leading somepony with a rope around her neck.

"Well, it's nice to see my plans haven't all been put to waste," Twilight said, "And how are you doing, Cadence?"

"Let me go!" Cadence commanded.

"No," Twilight said simply, "I will at least get rid of you! That way nothing will stand between me and my brother."

"You think this makes me happy?" Twilight heard from behind her. She turned around and saw Shining Armor walkng over to her, "Is this your way of proving your love to me?"

"Shining Armor!" Twilight called out.

"Twilight, I don't know what's gotten into you, but you need to stop this!" Shining Armor said, "Taking over Fillydelphia, threatening to kill my wife! Twilight, let my wife go!"

"N-no!" Twilight said shaking her head, "She's in our way! With her alive we'll never be together because you'll always choose her over me!"

"Twilight, that wasn't a request!" Shining Armor said walking up to Twilight, and doing something shocking. He drew his sword at her.

"Shining!" Cadence shouted. Twilight was too horrified to even move or speak.

"I hate doing this," Shining Armor said with a shakey voice, "but I can't let you hurt my wife or our people! Don't make me do this Twi," Shining Armor pleaded.

Twilight couldn't believe what was happening. Her own brother had turned his sword on her. Not even Shining Armor could accept her.

Even he thinks I'm a monster...

"Even now..." Twilight said shaking her head, "Right now you choose her over me!" Twilight stepped away from Shining Armor trembling, "We're supposed to be best friend brother and sister forever, but you turned away from me!" Twilight then screamed loudly, shocking everypony.

"Hey, Twilight? Are you-" Scootaloo began.

"FINE!" Twilight shouted, "I DON'T NEED ANYPONY! I'LL KILL ALL OF YOU!" she then turned to Cadence with her horn glowing fiery red, "STARTING WITH YOU!"

"Shining Armor, help!" Cadence cried.

"Twilight, no!" Shining Armor urged.

Suddenly, a lightning bolt flew past everyone and was flying around them in a circle. At the same time, Applejack jumped over to them and knocked Twilight to the ground.

"Jus' don't know when ta quit, do ya?" Applejack spat, "Couldn't stop at murderin our friends?"

"Shut UP!" Twilight screamed, "You understand NOTHING!"

"Yer right, Ah don't understand! But one thing Ah do understand is that Rarity might be dead, an' it's yer fault!"

"Oh, Trixie killed her?" Twilight asked, "I taught her well," she said smiling.

"BITCH!" Applejack screamed, "Did our friendship mean anything ta you?"

"I could ask you the same question!" Twilight shouted, "Remind me who betrayed who first?"

A bolt of lightning shot Applejack away from Twilight. She turned and saw Trixie staggering over to where they were.

"Trixie!" Twilight called out running over to her disciple, who fell over immediately.

"I did it... Twilight..." Trixie said softly, "Just like you said I would."

"My beloved student," Twilight said nuzzling Trixie, "You truly have earned the title Great and Powerful, and the right to be my pupil."

Trixie looked up at Twilight shocked, but then shed tears of joy, "Twilight. Thank you..."

Twilight turned to the others, and saw Rainbow Dash and Pinkie Pie walking Cadence over to Shining Armor, who nuzzled her lovingly. Scootaloo on the ground. They must have knocked her away.

"Shining Armor, I'm sorry, but Twilight sealed my magic. I can't-"

Shining Armor placed a hoof over Cadence's mouth, "It's okay. I'm just happy to see that your safe."

"This isn't the end," Twilight called out to them, "Rarity was just one. Soon, I'll do the same to all of you!" Twilight shouted sending a wave of dark magic into the ground. A second later, something large came out of the magical circle that she created. It looked like a giant, with blue skin, three red eyes, and two tusks coming out of his mouth, "You can play with this in the meantime!" she shouted as Scootaloo trotted over to her and Trixie, "Let's go. We're done here," she said darkly. Scootaloo nodded, and she and Trixie all vanished into the shadows, leaving Fillydelphia and her past behind her.

"What in the world is that?!" Cadence asked stepping away in fear.

"A Grendal!" Lezard shouted, "She summoned a demon of Wrath!"

"We gotta get rid of it!" Applejack shouted.

"Is there a way to destroy it?" Rainbow Dash asked.

"Without magic, and short an Element of Harmony, I don't know..." Lezard said as everypony looked up at the monster Twilight summoned. Twilight escaped, Rarity was... and now this monster was lose in Fillydelphia.

This was bad. Very bad.