The Pony Guard (Season 4)

by MXCDarkHorse2020


Episode 16: Midnight Sparkle and Nightmare Rarity Part Three

Episode 16:

Midnight Sparkle and Nightmare Rarity

Part Three

Back on Earth, Princess Celestia along with King Simba and Queen Nala are going over the final preparations they need in order to prepare for the biggest battle of their lives against Scar and Midnight Sparkle. While some ponies evacuated and took shelter under the mayor’s instruction while locking up their shops, others along with the entire royal guard have all gathered at the center of town ready to join the royals on the frontlines where the white alicorn along with the golden furred lion, and his mate all sporting golden armor along with the guards for the occasion.

“The preparations are almost complete.” The white alicorn told everyone while her nervous assistant hurries to properly write down everything that is needed on the long piece of parchment paper she is writing on. “Whatever nightmare may be coming for Ponyville, we’ll be ready.”

“Princess Celestia is right…” Simba spoke up in agreement. “…no matter what attack Scar has in store for us, we will be ready to defend Ponyville, and stop him from claiming Equestria!“ He then looked up to the moon. “Hopefully…” He whispered just when his wife places a comforting paw on his armor protected shoulder.

“I hope so too…”

“Me too…”

The other royals shared with each other just when a trio of fillies along with another pair of ponies all arrived on the scene. Said pair were both visiting ponies wearing purple and pink crystal armor of their own respectively, and here to help for a very personal matter.

“We’re here!” Princess Cadance stated.

“Cutie Mark Crusaders reporting for duty!” Apple Bloom declared.

“How can I help rescue my sister?” Sweetie Belle asked.

“A “saves Ponyville from certain doom.” Cutie mark would be so cool.” Scootaloo eagerly whispered to the farm filly.

“Not now, Scootaloo…” She whispered back. “…but it would be awesome!”

Shining Armor having heard that, rolled his eyes before turning to the others mentally asking if they should really be allowing them to help them fight. Especially since one of the main foes is his own sister who will unquestionably be out for his blood upon arrival.

“Should we….?“

“Yes, Shining Armor. Even the smallest ponies can make the difference…” She nodded. “…and thank you and Princess Cadance for coming on such short notice.”

“No problem.” He thought nothing of it. “If it means being able to try to save my sister and seek out her forgiveness before…well you know…”

“…we’ll gladly fight alongside you, your sister, and the Lion and Pony Guard in order to defeat Scar and rescue Twilight before she does something she’ll really regret later on in life.” Cadance finished for her future husband with a hoof on her chest to say something the kids will be left scarred for life by.

“Princess Cadance…” Sweetie Belle spoke up with a worried look. “…nothing’s going to happen to my sister, right…?”

“Of course, Sweetie…” She responded with a comforting smile. “…everything’s going to turn out find in the end.”

“I really hope so…” Sweetie expressed while looking up at the moon before turning back to her with another thought occurring to her. “Can I ask you a question?”

“Of course! What is it?”

“Does Twilight hate you?”

Cadance was caught off-guard by that question while her husband retracted a hoof back upon hearing that. “What do you mean?” She asked with a forced smile.

“Well, from what I heard from my big sister is that you are to be Twilight’s future sister-in-law…” Sweetie said while having a troubling concern whether it’s true or not. “You wouldn’t have done anything to cause Twilight to harbor any resentment towards us? Would you?”

“Of course not. Where’s you get an idea like that?” She asked back wondering what got her into thinking that.

“Well…it’s just…” Sweetie had a take a deep breath before explaining. “…I heard my sister talking to herself in her room about her worries about her, along with hearing that the Pride Lands have been taken over by that lion with the scar over his face and that Twilight had a hoof in helping him…”

She recalled eavesdropping her sister in her room crying dramatically to herself and saying all of this to herself word for word the night after returning home after helping the Pride Landers settle in Diamond Valley.

“Oh, what have I done?! The poor darling, having now turned against us and helped that big bad awful lion Scar conquer the Pride Lands!”

“…and during school a couple weeks later, I asked my teacher Rafiki about it…” She recalled the elderly mandrill explaining to him in a private history lesson of the Pride Lands where she got to learn more about the dreaded lion himself. “…where he told me of how Scar took over the Pride Lands before and how he did it after having a strained relationship with his brother, King Mufusa and resorted to having him…thrown away.” She further hesitated for obvious reasons. “…and after hearing this from some of the kids from the Lion Guard fan club, I couldn’t help but worry that you and Twilight don’t see each other as sisters anymore.”

“Oh…” Cadance uttered while slightly speechless at her own discovery. “…well actually, me and Twilight still get along great together even after what she has done recently.” She admitted. “I’m afraid her issues are more directed at her own brother than me.”

“Like what? Was it because he did something stupid like the evil lion’s brother?”

“Well…” She too hesitated with her choice words for obvious reasons too due to the stallion cringing with his eyes shifted to the side with clear remorse before turning towards Celestia in regards to their plan in dealing with his estranged sister. “…what he did was admittedly not very bright of him and pretty disappointing. But it was also something he eventually regretted because he ended up getting caught up and giving into the heat of the moment. Unfortunately, Twilight didn’t see it that way due to having spent so much time apart from him over the years. And thanks to Scar leaving his mark on her, it ended causing her to get consumed by her own anger, bitterness, and hatred towards those who hurt her.”

“Really…” Sweetie voiced with the confirmation in light and realized the wedding fiasco after connecting the dots some more. “…and also because of the changeling queen, of course. It definitely makes sense now.” She then looks aside feeling relieved that she made up with Rarity when she did the last time they had a big dispute to the point she disowned her up until she actually participated in the Sisterhooves Social alongside her. “Good thing I made up Rarity when I did.”

“If I may, made up with Rarity over what?”

Seeing that Cadance opened up to her about relationship with her future sister-in-law, Sweetie decided it was fair to return the favor and share her story. “Back when my parents were going away on vacation together, I stayed with my big sister at her place. Throughout my visit, I tried to be able to spend time with Rarity and even tried to help out with her chores only that it ended up upsetting her than pleasing her. I admit back then some of those things were done without thinking things through but all I was just wanted to do was spend time with her.”

“Yes, that can be quite upsetting.” She said sympathetically the more and more she hears about her past experience.

“Anyways, it ended up coming to a head when I suggested she participate with me in the upcoming Sisterhooves Social together and we both ended up agreeing that we would be better off without seeing each other as sisters and never try to spend time with each other anymore. So after spending time with Applejack, I decided to look up to her more as a big sister to the point I actually wanted her to be my new big sister and run the Sisterhooves Social race alongside her. But what I didn’t realize until after the race was that Rarity went through the trouble of pretending to be Applejack so that she could race alongside me throughout the whole race. She even went as far as coating herself in mud just to be able to spend time with me. It was there I actually came to forgive her and see that she truly does love me as a sister.”

“That’s…certainly quite a story you just went through.” The Princess of Love said after taking that all in.

“I know.” She breathed in deeply after explaining herself for so long. “I mean sure I was mad at my sister for a while, but deep down I never really did stop loving her as one. I just needed some friends to remind me of that.”

Shining Armor while speaking with the princess ended up having his ears perked upon hearing that the part of her reconciliation with her big sister. Hearing that last bit had the white-coated stallion remembrance his biggest regret back at the wedding rehearsal. To him it was the first and only time he ever actually fought and yelled at her over a huge misunderstanding to the point he actually disowned her as a sister for the moment.

Back then, he wasn’t thinking clearly due to Chrysalis’s magic messing with his head, and was upset with her for her bold and rash accusations, but he truthfully didn’t have an excuse for the way he handled it back there. If only he had taken the time to listen and hear her out, then none of this would have happened and they wouldn’t be preparing to face off against her in the Nightmare Battle for Equestria alongside the Pride Land’s worst adversary.

“I’m sure you know Twilight’s going to be coming after us, Princess?” The stallion asked hoping that he is not the only one thinking that’s the most likely fight scenario when she arrives in Ponyville.

“I know.” She solemnly whispered with a sense of grim darkness looming over their shoulders. “And there’s nothing we can do but face off against her when she inevitably comes over.”

It’s an inevitable fate that is on the horizon, ever since her betrayal when she helped Scar conquer the Pride Lands, and since they were the ones who hurt Twilight the most in a moment of weakness they both clearly regret, she’ll no doubt be the first ponies she’ll be seeking to take down.

“I just wish there was another way to defeat Twilight other than destroying her or even banishing her to moon.” He voiced with hope not wanting this feud to come down to the battle to the death. “I don’t want lose her to that evil lion that corrupted her into turning against us.”

“Me too.” Celestia agreed as she looked up at the darken moon. “I banished my sister to the moon back then, and I still regret it to this very day.”

“You’re not the only one with a day of his or her biggest regrets…” Shining shared voicing what was going through his mind when he told his little sister off. “…I was just upset and partially weary from all of the wedding preparations while casting my protection spell all over Canterlot when Twilight came in on accusing the fake princess. Yet up until both Scar and Chrysalis revealed themselves I never thought once that my little sister was onto something and that the Cadance I saw wasn’t the mare I came to fall in love with.”

“Neither did I.” Celestia shared in the same tone. “Nor did I move to properly investigate the source of the threat made against us before the wedding or give what I thought was my niece a proper second glance. And because of it I just ensured that Nightmare Moon’s legacy lives on and ended up playing right into Scar’s paws.”

“This is all my fault.” Shining said with deep regret for how he treated her back then wishing he can take back what he said to her before getting scarred. “I had no excuse for saying what I said back then, brainwashing magic or no Brainwashing magic. She now has every right to be upset with me.”

“You can’t blame yourself, Shining Armor.” Celestia refused to let him feel all of the burden. “We all share blame for what happened at the wedding along with everything that happened. Not to mention everything that has happened is Scar’s doing.”

“What will we do when she comes to launch her attack against us?” The worried unicorn asked the princess knowing that nothing they say will convince her into standing down.

“We’ll just have to stand our ground and keep trying to get through to her.” She voiced of the only thing they can do if they want to be able save Twilight along with all of Equestria. “No matter what happens, I’m not about to make the biggest mistake of my life again here today.”

And that is something that the Captain of the Royal Guard took in with the only thing they can do when their inevitable showdown occurs. All he can do now is hope that they will prevail, and that he won’t end up sharing Mufusa’s fate at the hooves on his own younger sister.

Just then, the night time sky loomed all over town catching the sun princess’s attention when she sees the shadows of a familiar enemy lurking from the moon.

“There she is…” Shining gravely said with small tears in his eyes. “…my own little sister now the new Nightmare Moon.”

“Along with my sister, forced to be Nightmare Moon once again…” Celestia spoke in the same solemn tone.

“Nightmare Moon is back?!” Cheerlie questioned very stunned upon seeing her shadow from afar. “But how are there two of the same pony?

Upon closing inspection, there was another pony floating beside her, one that shared some noticeable differences that Princess Celestia was able to highlight with her close and keen eyesight. “…but that doesn’t look like, Luna.”

“Good to know.” Shining voiced to share his immediate thoughts. “…but who is the pony beside her…?”

The answer to that question is something that not even Princess Celestia herself could answer, with the only answer to that was that time would tell them who the mare beside Twilight is.


At that moment, on the moon the Lion and Pony Guard along with the night princess were all still speechless with their discover of what the Nightmare Forces and their leader have done to her.

“Nightmare Rarity is the new name.” Midnight explained to the still stunned group of heroes. “Now in her new darken glory.”

“It’s true.” The corrupted mare agreed before speaking to the others. “Your powers defeated me before, little ponies and animals, but what will you do now that I’ve taken another one of you? Even if you did get either one of us back the Elements of Harmony and the Roar are powerless. Bit of a pickle isn’t it?”

Rainbow was now provoked with her fists raised up ready for another fight. “You think you’re so cool and spooky? Well, a storm is comin’ for you! A Rainbow storm!”

““A storm’s coming?” Ha!” She scoffed. “What do you think this is? A sigh stallion film?”

“More like a western action and animation film.” Twilight corrected in a whisper.

“Right, of course, how silly of me!” She laughed.

Instead of trying to be angry at the both of them, Kion once again tried to speak from the heart to them.“Rarity? Twilight? Can you both hear us? You have to fight it!”

“I can hear you all just fine.” Midnight remarked in a tone of assertiveness to show that she has control over herself and her actions. “And I must warn you all that begging will get you nowhere.”

“You ponies are dense, aren’t you?” Rarity spoke with the Nightmare Forces speaking her mind. “Remember those nightmare forces you all “destroyed” with your little Elements of Harmony and Roar when Luna was around? Well , guess what? You didn’t do such a super job after all…they now control your friend…me, I suppose.”

“Good one, boss.” One of the nightmare forces snickered.

“What?!” Bunga tilted his head in response. “How is that even funny?!”

That’s where Applejack stepped forward to try to get through to them. “I don’t believe you both! Rarity and Twilight are still in there. I’m sure of it!”

“Yeah, she just needs a little joggin’ to her noggin! Like, something only she would remember!” She moved to get right up in the tall mare’s face looking straight at her in the eyes. “Liiiike, Rarity, remember that time we were at the spa and the hot tub’s bubbles stopped working? And I told you that joke about the aardvark marrying the pipe cleaner then *poof!* Suddenly there were bubbles?! You were so embarrassed you made me hoofie swear to never ever, ever, tell?!” But then she covered her mouth and realized. ”I’m sorry!” She gasped. “I totally just told!”

Midnight while watching and hearing this just face-hoofed herself as she groaned in dismay and disgust of personal secrets being told. Of all things to be told while running the clock out it had to be another silly incident she didn’t need to know about. But just then she heard another voice speak up to them.

“Rarity…Twilight…?” Came from the voice of a baby dragon they both love to heart even with everything that has happened… “It’s Spike, you know, your little Spikey-Wikey and #1 assistant and the best son a mother could ask for? We…I…you’re both the best. We’re really miss you. Please come back.” He pleaded to near tears to them.

Amazingly, that actually sparked some light in both of their hearts.

“Spike…”

“I…”

Then smoke emitted from Midnight’s scar and she immediately shook it off before she could get emotional and shouted. “ENOUGH!” with her horn flaring while quickly recomposing herself and soften her voice back to her normal tone. “…Because I’m starting to get tired of listening to all of these past memories. If you truly do care for everyone, why don’t you all just listen to reason for once in your life?! Now…” She once more turned to Princess Luna looking at her with a defiant glare. “…since you declined my previous offer, how about an offer you can’t refuse like, go on back to Earth and tell Celestia, Simba, Nala, Shining Armor, and Cadance that I won’t attack and will call off the troops if you all agree to surrender Equestria to me?”

“No!” She softly yet firmly asserted. “I am not moving from this spot!”

“Okay…” She calmly accepted that response before adding. “…want to do this the hard way huh…” She turned and saw that the Lion and Pony Guard is adopting fighting stances ready for that fight. “…very well.” She turned to the Nightmare Forces along with the Nundu and Basalisk creatures. “Take ‘em down!”

The Nightmare Forces, Nundu, and Basalisk creatures all moved to attack the Lion and Pony Guard forcing them all to split up in separate directions to allow no more for anyone to help the other.

“Come get me, fly boy!” Rainbow barked at her slithering pursers leaving them an opening for them to try to tackle her…

…only to quick swoop up and cause them to crash into the wall right in front of him.

At the same time, Fuli got the same idea. “Huwezi!” she sprinted ahead before moving to make a quick turn. “Sorry not sorry!” She smirked.

“And that, my friend, is what we call “Skillz.” Rainbow smugly remarked with crossed arms and looking at her right hoof like that was nothing.

The battle raged on with Kion using his claws to swipe at the spirits and Nundu creatures while Ono moved to fly, avoid, and evade the Nightmare Forces alongside the timid Pegasus who likewise got the same idea. Both Luna and Kyoga both worked their magic in taking pot shots at each and every one of the Nightmare Forces along with that comes their way including knocking away every Basilisk snake that comes their way while Pinkie and Bunga both shake their arms around at the spirits like they are both in a wimpy slap fight together.

“Bring it!”

“Take that you creeps!”

While watching this Spike, noticed that one of the larger spirits and Basilisk snakes were moving to make a sneak attack on Kyoga, and quickly took action to stop him.

“Oh no, you don’t!” He declared while grabbing him by the tail and knocking the snake away just inches away from the off-guard lioness's face and face first into one of the nearby rocks.

“Let go!”

“Not until you give up! You took two of my friends, I’m not letting you take any more!”

The ghost moved to fly up and swing him around to make him let go, which was starting to work for him.

But even still, Spike was not giving up. “Surrender now, and I’ll take it easy on yoooou!” He defiantly shouted.

“How kind of you, lil’ dragon!” The beast merely responded before throwing him halfway across the moon.

“Spike!” Kion gasped in horror with his former friend widening her eyes in horror at what one of her minions did to him while Rarity takes slight amusement to the scene.

Wasting no time in ensuring he’s okay, Midnight quickly sped away from the fight at full speed after him.

“That’s it!” Kion growled before wrestling himself free briefly while slashing his claws right at the spirit who did that while Kyoga works her magic in sending hot magic right at the ghost’s spirit thus frying him.

“Ow!” He screamed before disappearing.

“Take that, you mean bean!”

“Yeah, dragon tosser!”

Both Pinkie and Bunga screamed before being hoisted upside down.

At that point, it was now a losing fight that no one of the heroes could win. Every member of the Guard was completely pinned down and restrained with their ability to use magic neutralized.

As for Kyoga well, it took four of the Nightmare Forces to bring her down while one of them forces her to look up just when another holds a restrianed Basiliki snake in the eyes to force her in a trace. After a few seconds, the lioness's body started to turn into solid and lifeless and before she realized it she was already and forcibly turned to stone and had barely any time to react before the transformation was completed much to the group's horror.

“Luna, you must go back to Ponyville and help them! Before Twilight unleashes her attack! Go!” Kion shouted with only one free paw.

“I can’t leave you!” She protested already feeling bad about Kyoga's petrification.

“Run, now! Or Ponyville won’t stand a chance!” Rainbow shouted before being hoisted upside down.

“Yer their only hope!” Applejack added while being pulled back by the ankles. “Besides we can take care of these varmints!”

“We’ll be fine!” Fuli shouted in agreement.

“Just go get help if you can!” Ono added while multiple spirits had to double down in restraining Beshte.

Seeing that she has no other choice, she quickly flew away when she had the opening before working her magic in flying straight back there at full speed. “I’ll save your friends! I swear to you!”

With the battle over, Rarity motioned the Nightmare Forces to ensure that they are completely neutralized. “Take them to the dungeon…they’re boring me.”

Just when they all moved to escort them in defeat, Pinkie and Bunga both had something to say to them.

“But, ah-ha! We shall elude you with our masterful escape skills!” Pinkie spoke first while wiggling her rump around.

“Uh, Pinkie…” Fuli spoke. “…I don’t think it works if you tell them you’re going to escape.”

“Ah, but some ponies don’t like surprises…” Bunga spoke up saying otherwise.

“Common knowledge really.” Ono said in annoyed agreement.

“And these look like ponies that don’t like surprises, if ya know what I mean.” Pinkie added while winking.

“But they aren’t ponies.” Rainbow reminded clearly annoyed too.

“Try it…it’s fun!”

“Yeah, maybe then you wouldn’t be such a grumpy grouse!”

The two said to their captors while shaking their rumps around much to their confusion and quick entertained enjoyment.

“Stop that incessant wiggling!” One of the nightmare forces ordered of them.

“I can’t!”

“It’s too much fun!”

If either Rainbow or Ono had a free wing that face-palm themselves at this annoying sight that continued to manage throughout their escort into their cells.


“You almost have it!”

“That’s right, shake those cobwebs loose!”

“Gah! Stop it!” The same annoyed spirit shouted to no avail.

“Well that was fun!”

“Yeah, thanks for the wiggles!”

The two happily shared just when they were both placed in their cells.

“No problem…”

“Anytime…”

They kindly waved with a smile before seeing their leader glaring at them.

“…I mean, shut your hole!”

“…yeah, shut up!”

“You shut up!” Bunga retorted while he and Pinkie both blow raspberries at them.

At that the same time, Rainbow is struggling to break free and resist being shoved into her cell. “You can’t lock us up! I can find, like, eighty-two ways outta this dump! Easy!”

“Well, we could do away with you now, mouthy pony, if you’re sure you can escape.” The nightmare force holding her captive merely replied before effortlessly tossed her in and locked her up in her cell before moving to lock the stone frozen lioness in a cell today.

"Is that even necessary?" Ono asked one of the goons feeling just being turned to stone is bad enough.

"Yes it is!" He stated before slamming the cell door shut for added measure.

“You know later is better for me. This place looks… sturdy. Quite sturdy actually.” Rainbow voiced with second thoughts about trying her luck when she can’t escape.

“Eighty-two ways, Rainbow Dash?” Applejack sarcastically questioned the bold and cocky mare.

“Really?” Fuli asked very deadpan.

“What? I was trying to be like Daring Do. You know, intimidate them!” She defended.

“And you sure did a great job doing that!” Fuli quipped.

“Too bad that didn’t work wonders!” Kyoga added blankly giving the mare a much needed reality check.

“The one time we really could use Daring Do’s help right about now.” Ono grumbled feeling dismayed that it had to be here of all places.

“Aw, man!” Rainbow groaned while recalling a previous story. “Daring Do would, like, make a crazy explosion out of, like, duck-tape and Applejack’s hair and BOOM! We’d be free!”

“Well I don’t know exactly how explosive my hair is, but what can we do?” Applejack questioned before pointing out. “Our magic isn’t strong enough without Rarity. And even if we do get her back we still can’t use the Elements of Harmony since we don’t have Twilight on our side.”

“I’m afraid, Applejack’s right.” Fuli had to agree with her there. “Without Twilight and Rarity, we can’t use the Elements of Harmony to save Ponyville along with Kion’s Roar.” She said while struggling to move the bars with her arms while seeing some of Twilight's dark magic sparkle on them and all around the room. “And I don't want to get ahead of myslef here, but it seems that our alicorn foe has already put a spell on this castle to ensure that none of whatever magic we have will free us.”

“Oh wait a second! Wait a second!” Bunga remembered. “Kion use the…oh, wait!” He realized that applied to the Roar too. “…Never mind!” Then thought “Ono…” He saw and realized they had arranged for a cell small enough that even he can’t fly through the bars. “…Never mind.” He repeated quietly realizing they are truly doomed right now.

“And for once you have a brain.” Kyoga muttered under her breath.

“I hope Luna does check in on Angel, and all of my other little friends…I wish I could cuddle a sweet, fuzzy, baby animal right now…” Fluttershy expressed just when she spots a pair of eyes in the shadows. “Oh my goodness! Little friend, come into the light so I can love you up!” The shadowed figure moved to do so. “It’s okay, your new friends are excited to meet your beiautufl, widdle face!” She assured with a raised hoof just when the figure emerged from the shadows with her friends all sharing looks of disgust and shuddering horror at the sight. A bunny with red eyes, matching reddish colored skin and large yellow buck teeth. “Hello, you cutie!” She warmly welcomed just when the bunny leaped into her arms. “And you can come and live with me in Ponyville! You’ll love it there, miss buffy!”

“Are we sure Fluttershy didn’t get hit on the head?” Rainbow asked the others while still cringing.

“Oh, that’s perfectly normal for her…” Ono assured while still cramped in his very small cell. “…considering Fluttershy is a friend to all critters no matter how…” He barely raised his wing to avoid upchucking. “…unappealing they look.”

Fluttershy moved to pet his fragile ears. “There are so many great friends to meet! We even have a baby dragon…”

The word Spike only ended up bringing a more somber tone to the atmosphere around them.

“Who’s now probably…” Bunga spoke once more before gulping and shutting up again. “…I really got to stop talking right now.”

“Good idea.” Fuli remarked. “And hopefully he’s okay.”

“Little guy took a big fall.” Applejack added.

“He would have done anything for Rarity…and Twilight.” Rainbow also added.

“And us.” Kion added as he finally spoke up for the first time since getting captured by the Nightmare Forces while turning aside with a lone tear coming from his eye.

“Kion…” Beshte said feeling concerned with what’s on his mind trying to comfort him. “…it’ll be okay. I’m sure he survived and is now helping figure a way to get us all out of this.”

“I wish I could believe that but…Twilight was after her...” Kion couldn’t help but cry once more. “…probably destroying our last chance of saving her and Rarity.”

“But, Kion…” Bunga tried to dissuade him from thinking that. “…Twilight’s still his friend, even after turning evil.“

But it did little to calm the tears of despair from his eyes. “Maybe to him, but that doesn’t mean she’s willing to hold back any punches should it interfere with her goals. Maybe I was wrong about having faith in her the whole time…the magic of friendship can’t save everything… it couldn’t save her…or Rarity…or Spike!”

He moved to weep to himself with his back turned in his cell leaving his friends all to turn their attention to him with sorrow seeing this is truly the lowest he’s ever felt in his life. Nobody, not even the kindest souls of the bunch could figure out the best words to say to make him feel better.


On the other side of the moon, Spike was just screaming and about to hit the ground when he found himself stopped and suspended over the air just inches from the ground before being dropped to the ground courtesy of Twilight saving him.

Just when Spike landed on his feet, he was suddenly hoisted up in the air by the alicorn, who moved to escort him on over to the castle where she met up with Nightmare Rarity looking over the cold and dark atmosphere with her billowing mane and tail floating alongside the accompanying winds.

While keeping Spike hoisted with his magic she moved to make a magical phone call with Scar who is just gathering his troops ready to lead them away into battle.

“The Lion and Pony Guard are all neutralized! Equestria is now ready for your attack, Scar!” She reported.

“Excellent.” Scar nodded before ending the call and moving back towards the others ready to head out leading his army in the opposite direction of Ponyville.

“Um, Scar…” Ushari questioned his master once more. “…you really think everything will work out in our favor?”

“Oh of course it will because regardless with what happens…” Scar answered with a smirk having other plans in mind. “…because either way Princess Twilight Sparkle has helped us out enough to the point we can take things from here.”

“All right.” Ushari accepted that response without further question. “But I still don’t understand how we going to claim Equestria if we’re not going to Ponyville right away.”

“Oh, that’s because Twilight already has the help she needs in dealing with everyone over there.” He replied without much thought of the outcome before eyeing his sights on another kingdom. “And what she doesn’t know is that there are some things…” He fired open a rip in literal fabric leading them to said kingdom he wants to conquer. “…that you just can’t plan for.” He added with a sinister chuckle before leading everyone through it before sealing it up after being the last to follow after them…


Back on the moon, Midnight now sporting royal black helmet and armor with pink jewels on them with a big pink star on her chest plate, turned her attention back to the Nightmare Forces before her.

“There will be no mistakes! We must strike while the Lion and Pony Guard are locked away.” She instructed of them.

“But my queen…” One of them spoke up. “…aren’t those meddling ponies along with their animal friends still a threat?”

“In a way Larry…” She honestly answered. “…but since they don’t have me bearing my Element in the Elements of Harmony along with Rarity, they’ll never have the hope needed to achieve victory over us. The Elements are essentially rendered powerless without the both of us helping them out.”

“Supreme one, may I ask why you chose this pony in particular to help with our conquest? That yellow one, seemed like an, um, easier option.” Larry popped this question while it was fresh in his mind.

“It was her mane, right?” The ghost floating beside his partner guessed. “That pony Rarity had great hair.”

Larry clearly annoyed moved to wrap its tail around the guy’s mouth. “Don’t we all?” He remarked before letting his master explain her reasons for choosing to corrupt Rarity.

“I chose Rarity specifically because deep down she has, to put it appropriately, has self-esteem issues. And given Rarity was so eager to help, I saw that she would be the most…Pliable to our cause. So generous with her gifts, yet has a deep, dark secret inside of her, she needed reason to cave in.”

“She was a bit stronger than we had hoped.” Larry commented giving the resistance she showed back there.

“Well, sometimes a little force is necessary.” Midnight remarked to say it wasn’t exactly easy but still doable.

“And what will we do with the prisoners once they’re victorious?” Larry asked.

“For now, leave them in the dungeon…” She answered before turning towards the Earth alongside Rarity. “…and keep them locked up.” She then moved to levitate Spike in another room in the dark corridors of the castle. “And as for you Spike…well, I have a special surprise for you…”

“What kind of surprise…” Spike fearfully gulped.

“…oh, you’ll find out!” She said with a dark smile before using dark mists of magic to teleport him away. “…besides if I told you it won’t be a surprise now would it.”

"Twilight please...!" Spike cried before speaking from his heart with a song.

Nothing Left to Lose

However, the word "villain." sparked and rubbed the alicorn the wrong way and she turned to sing in retort to assert that she knows what she is doing even while following a dark path leading to the two to duet each other into a stand still.

"I'm sorry Spike. But my decision is made." Twilight apolgetically stated before working her magic in teleporting him away.

“Wait…!” He screamed in vain before being teleported away and inside one of the chambers.

“Rarity…” Twilight turned to the transformed unicorn. “…make sure he stays there and if he happens to refuse to give in to the surprise inside that chamber bring him back to me immediately. I don’t want him to interfere with our plans.”

“Of course, your majesty.” She majestically bowed before setting off after to where Spike was teleported towards before setting out towards Earth ready to begin her takeover of Ponyville along with all of Equestria.


In the dark room to where he was just teleported into, he suddenly found himself walking inside a majestic and wonderfully colored throne room in front of him was a red velvet carpet leading up massive bowls of gems and two throne chairs with purple fabric sporting blue big letters sewn on the back. The one on the left was a big “R” and the other on the right is a big “S” with an exquisite crown with red rubies sitting on top of that throne and with his name on it.

“M-M-Me? King?” Spike gasped as he drooled with his stomach growling at the tasty sight of gems right in front of him just when the pony of his dreams appears from right behind the throne.

“Why, of course, my little Spikey-wikey…” She greeted while wearing a majestic purple dress and a golden tiara with purple, pink, crystal blue gems on it, on her forehead with matching color sequences on her mane.

“Rarity! You’re…you’re okay!” Spike expressed happy relief upon seeing her again thinking this is all real.

“And why wouldn’t I be?” She nonchalantly asked while returning the embrace he gave her. “I’m a queen now! Isn’t it glorious?”

“It’s amazing!” Spike returned. “But about the other po…”

He suddenly is interrupted mid-sentence when she tapped her nose who likewise blushed when she did that. “Oh, hush! You are far too cute to be thinking so much! Besides, I have a question for you…” She moved to levitate the sash that says “King Spike.” Along with a royal golden scepter towards him. “will you, Spike…” She started while placing the sash around his body and placed the scepter in his claws. “…forget the past…”

Spike was left filled with hearts inside his eyes. “Hummina…Hummina!”

“…And be my…”

Suddenly Spike snapped out of his daze. “Wait a minute! Did you say “Forget the past”?”

“Why, yes, I did.” She said still smiling.

But it didn’t stop Spike from fighting this off and trying to reason with her. “But I don’t want to forget my past. What about our friends, Rarity? I know you don’t want to forget about them.”

“But Spike…” Rarity gently and sweetly implored of her while stroking his chin with her hoof. “…Don’t you want to be my king? Forever…”

“Yes…” He said with his love-struck hearts reappearing in his eyes, feeling inclined not to want to turn her down with the thought of them having their wedding flowing through his mind.

“Then you will serve me and only me.” She finished trying to get Spike to agree while levitating the crown on his forehead.

Initially he did for a second, only a thought occurred to him when he felt something wasn’t right here. “Wait a minute…” He suspiciously eyed her while placing aside the crown. “Rarity…what do you think of my necklace?” He asked while holding up his red ruby.

“It’s cute.” She replied without much of a second glance which further tipped him off that something was wrong here.

“Cute? Just cute? It doesn’t look familiar?”

“Not my color, really?”

And that’s where it hit him when he realized. “That’s the first time I’ve ever hated you saying the word cute, Rarity?” He softly spoke while looking down at his prized jewel…before ripping off the sash and pointed a finger in her direction while shouting. “But you’re not Rarity! Not my Rarity!”

Seeing the ruse has been unraveled, Nightmare Rarity cancelled the magic causing him to view his surroundings as a dream which meant all of the jewels were revealed to be nothing but smoke.

“NO!” He screamed when the reality unveiled around him.

“Seems like you’ve discovered my little secret…not only can I create your nightmares, but your dreams, too!” She declared while levitating the ruby away from him.

“But…But…” Spike spoke devastated with tears in his eyes. “I..lo…lov…”

“Oh, p-p-poor Spike. Can’t get the words out?” The dark unicorn scoffed while levitating him. “Don’t worry. It’s too late for Rarity anyway, let alone your friends.”

“I will never help you! Ever!” Spike shouted with his tone aimed more at the spirits controlling her. “Throw me in a dungeon for a bajillon years…I don’t care!”

“Help?! What could a silly, deluded little dragon possibly help with? Besides…This nightmare has only begun…” She said with her horn flaring up just when she is preparing to levitate herself up in the air and in the Earth’s direction to prepare to assist her fellow alicorn in her quest to take over Ponyville and all of Equestria.

At that moment, Twilight as Midnight Sparkle has just arrived on Earth with her eyes on the prize down below her…


…just when Luna has floated down to the ground still feeling regretful of leaving her friends behind as evidenced by her downcast expression. “How could you leave the ponies and Pride Landers? Your weakness made you nightmare Moon once, and now you’re weak again…” She said to herself before landing. “…you’ll never be strong, Luna.”

Throughout this time, the guilt of having brought back Scar when she was Nightmare Moon along with the whole domino effect on everyone. To what happened to Twilight’s life after she got her scar courtesy of the lion himself, the Pride Lands downfall, Rarity’s corruption, and the Lion and Pony Guard being held captive on the moon. Everything that followed after Scar’s return, all of the havoc, pain, and suffering he caused for everyone after his initial death. All of it, she felt was all her fault, all because of her desire to make a deal with someone she hardly knew in her pursuit of conquering Equestria and seeking revenge on her sister. At that point, it was too much for her to bear right now.

When she landed in front of her sister, the Cutie Mark Crusaders, the lion king and queen, and the Crystal Prince and Princess, they could all immediately tell from her hanging her head in shame that something went wrong up there.

“Where are the ponies?”

“Along with my son and his friends?”

Both the sun princess and lion king both inquired.

“They were all captured by Twilight.” She said in a defeated tone with her billowing floating magic mane dropping to the ground still filled with pain with what happened back there. “She’s taken them all to be held captive at my old castle when I was Nightmare Moon. I’m…I’m so sorry. I couldn’t stop her!” She apologized with great remorse for her failure.

Hearing this sparked uneasy looks between both Shining Armor and Princess Celestia seeing that the moon trip was all a trap for the Guard on the moon and was part of her plan to takeover Equestria. Not only that their chances against Twilight were slowly slipping away with every passing minute along with the blackening moon. And by the time Scar gets here, it’ll be all over.

“But what about Rarity?” Sweetie asked hoping for the best of her older sister. “Was she okay?”

Upon seeing that Luna could not give a good answer, she could only gasp fearing for the worst.

Seeing this had Celestia turn to Apple Bloom in an attempt to discourage her and her friends from engaging against Equestria’s greatest hero-turned-enemy. “We know you mean well, but please stay out of harm’s way.”

“Celestia’s right!” Simba was quick to agree. “Neither Scar nor Twilight is someone you want to go up against whether you think you can stand up to either one of them alone or together.”

But Apple Bloom even with everything that has happened was not about to give up on Twilight just yet, or Sweetie Belle’s sister, or heck even her own sister. “I’m sorry, princesses, and your majesties, but I’m afraid we can’t do that. This time our sisters need our help!“

“And we will stop both Twilight and Scar from conquering Equestria together!” Scootaloo declared in agreement while turning to the white alicorn. “You said it yourself, if we want to defeat two all-powerful bad guys and an army you’re going to need all the help you can get.”

Luna, still clouded with the desire and desperation of preventing Scar from doing any more damage was strongly against the idea. “No! I will not allow any more ponies to risk their lives!”

“Lives, what happened?” Scootaloo asked.

The answer to that question would be answered when she moved to talk to the other leaders. “Twilight Sparkle a.k.a. Midnight Sparkle along with the Nightmare Forces are on their way here. They will attack Ponyville.”

The Cutie Mark Crusaders all exchanged tearful looks with each other seeing that the mare that used to be everypony’s friend is now finally entering her endgame and is now ready to do bring down anyone that tries to fight her.

“Don’t worry, sister…” Celestia was quick walk by her side to assure her that they will be ready for when the time comes. “…We’ll be ready for them.”

“Aunt Celestia is right…” Cadance spoke up to further encourage her. “…we all know for sure of how bad Scar is and what he has done, but I know for a fact deep down that Twilight is not like him. She might be against us at the time, and she might look like him, but she’ll never become like him!” She boldly stated with a strong feeling deep down she sees the light in her heart and just knows she just needs a little reminder and push in the right direction. “We just need to get convince and remind her of who she truly is because I’m not giving up on her!”

“And I’m with you dear…” Her future husband agreed upon taking her determination to heart. “…as long as we can do that together and stand our ground, we can save all of Equestria from her and save herself from the darkness Scar has plagued on her!”

“Oh, really…” Said mare giggled while floating above every pony and everyone down on the ground with her fore arms crossed. “…how very flattering to see such bravery in the face of danger, Shining Armor. Sure is fitting to your name.”

“Twilight!” Her brother exclaimed in surprise of her sudden appearance along with everyone else.

“Hello, big brother…” She greeted like anyone else while releasing Spike from her magical grip allowing him to walk around Ponyville while making his way to safety towards the other royals direction. “…and goodbye!” She quickly fired up dark magic and sent it right at him sending him flying backwards and crashing into a nearby building behind him.

“Twilight!” Cadance gasped upon seeing her attack him like that.

“Hello, Cadance!” The mare politely greeted in return. “And hello, Luna. “ She also greeted in her direction who likewise couldn’t bare to make eye contact with her. “And everyone else here in Ponyville.” She moved to greet everyone who has joined in on the Battle for Ponyville with wary fear in their eyes. “Good to see all of your brave faces here today and it certainly shows the sheer valiant bravery you all have in your hearts. But here's the thing, I’m sure you all know that many of you don’t want to fight me so I'm going to make this easy for you all, just hand all of Equestria over to me nice and smoothly, while you still can and there won't be any blood shed tonight.” She proposed one last chance for them to stand down before their fateful fight can even start.

“No.” Princess Celestia firmly asserted by putting her hoof down on the matter. “We will never surrender to you, or Scar, Twilight Sparkle!”

“Very well, Celestia…” Twilight calmly accepted that stern response without feeling hurt or frightened by her words while lighting up her horn to charge up her magic at the same time Celestia locked her eyes back at her former student ready to defend herself just when the mare floats over in her direction. “…if that is how it’s going to be, then so be it.”

With her horn fully charged, she unleashes a powerful surge of magic right at her just when her brother picked himself from the earlier attack and was able watch as Celestia works her magic in producing a counter surge of magic to combat Twilight’s magic while floating up to her eye level. The two alicorns were both evenly matched in their beam of war battle in the skies so far. But then, when Celestia started to try to move to push her magic towards Twilight’s horn, she thought back to when she was in this position against Luna a thousand years ago.

Relieving the pain she went through in banishing her own sister, had her thinking “How could she banish her own faithful student she came to see as her own daughter?” She couldn’t bring it in her heart to banish her to the moon for a thousand years.

Sensing this moment of weakness inside of her, had the younger alicorn moving to give a sudden burst of magic to push the beam of war battle in her favor before following it up with another blast of magic to send her flying backwards into the sky.

With her eyes locked on at her own brother ready to charge his magic along with the sun princess ready to rebound and keep trying to bring her down. Twilight moved to glare at both of her fighters along with Simba, Nala, and Cadance who all adopted defensive stances ready to protect themselves from the dark alicorn’s wrath when needed.

“This time…” She mentally vowed to herself. “…I won’t the same mistake Nightmare Moon made when she returned.” Before flying on over to her brother at the same time he moves to charge his horn to form a protection spell while Celestia flies over to his aid before trading magical beams with him against the mare they have to fight and take down in order to ensure that they don’t lose their home to the lion that caused this whole fateful battle to ensue…