//------------------------------//
// Chapter 8 pt 8: Showdown with the Upper Generals part 2 
// Story: MLP FiM x Fairy Tail: Wizards in Equestria 
// by SonnL 
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The battle inside Scarlet Night’s fortress has reached a critical point. After the defeat of the lower generals, the upper ranks stepped into the fray. 
 
A confrontation with Shadow Mayhem nearly cost Shining Armor his life, but he was saved by the timely intervention by Gajeel and Panther Lily. Levy and Panther Lily took away the badly wounded and unconscious Shining Armor while Gajeel stayed behind to confront the Upper 5. 
 
While seeking help for Shining Armor, Levy and Panther Lily were running down a hallway while Levy carried the unicorn on her back. The shadow serpent that Shadow Mayhem sent after them jumped out of the shadows, grew into gigantic size, and lunged at the trio. Panther Lily managed to block its fangs with his sword. 
 
“Levy, I’ll deal with this one! Take care of Shining Armor!” Panther Lily said as he held the serpent back, giving Levy and Shining Armor enough time to get away. 
 
The shadow serpent pulled back its head and lunged at the Exceed with greater force. With a mighty strike, Panther Lily sliced apart the serpent’s mouth. He then lopped off its head and quickly chopped its entire body into pieces. Instead of disintegrating, the creature reassembled itself and regenerated. 
 
“Okay, this may be a problem.” Panther Lily thought out loud. 
 
The serpent swiftly swung its tail at the Exceed with incredible speed. Panther Lily blocked the tail with his sword, but he was slammed into the wall by the sheer force. Even after that hard hit, Panther Lily continued standing his ground. 
 
After separating from Panther Lily, Levy ran into a swarm of bat monsters. 
 
“It’s too bad our Aura bracelets only transport their owners. Otherwise, I would have gotten Shining Armor out of this fortress by now!” Levy whined. 
 



While Panther Lily fought the shadow serpent and Levy protected Shining Armor, Gajeel entered a heated battle with Shadow Mayhem. 
 
The Upper 5 ferociously assaulted the wizard with shadow whips and magic blasts. Gajeel was able to defend himself by using his iron-hardened arms. 
 
“IRON DRAGON LANCE: DEMON LOGS!” Gajeel turned his arm into a large spearhead, from which he rapidly fired a large number of iron spears. 
 
Shadow Mayhem evaded the spears as he zipped around him like a black blur. After a few minutes of evading Gajeel’s barrage of iron spears, he then appeared beside the wizard, planning to strike him with a point-blank magic blast. With fast reflexes, the wizard got his opponent first by knocking him away with an iron club. 
 
“You’re not the first opponent with shadow-based powers that I’ve fought against!” Gajeel boasted as he landed five more iron club strikes on his foe in rapid succession. 
 
The Upper 5 quickly put up a barrier and blocked any further strikes. Not letting up, Gajeel turned both of his hands into cylindrical iron mallets and continuously swung them at the general, but the barrier held up. The wizard then raised both of his hands together above his head, created a gigantic iron mallet, and swung it downwards at the dark unicorn. 
 
Shadow Mayhem dodged by moving away like a shadow as a crater was created on the floor. The Upper 5 then tried to skewer Gajeel with a plethora of spiked shadow spears. The spears connected, but they failed to pierce through him due to him having hardened his entire body. Gajeel wasn’t completely unscathed, but he only sustained minor superficial wounds. 
 
“Even though he’s ranked lower than Roaring Blaze, I still need to remember that I’m dealing with an upper general.” The wizard thought. 
 
Shadow Mayhem conjured larger and sharper shadow spears and launched them. 
 
“IRON DRAGON SWORD!” Gajeel transformed his arm into a large, jagged iron blade, which he used to slash the spears. 
 
The wizard then swung his sword while extending it towards Shadow Mayhem. The general jumped out of the way and responded by unleashing a fierce flurry of bladed shadow whips. Gajeel stood his ground as he repelled the whips with his sword slashes. 
 
“You are formidable indeed. It’s been a long time since I faced an adversary that I need to take seriously.” The general commented. 
 
Shadow Mayhem’s body was then enveloped in a shapeless blob of darkness that grew to a size larger than Gajeel. The Upper 5 took on a different form, which is an amorphous mass of shadow. 
 
“I heard that the queen of the hippogriffs was crippled by a shadowy monster. That wouldn’t be you, would it?” Gajeel inquired. 
 
“Yes, that was me.” Shadow Mayhem confirmed. “I have a strong dislike for royals who prefer to hide from danger. I chose not to harm Princess Skystar because I have some level of respect for her for choosing to leave the safety of her home to aid Princess Twilight’s friends in their fight against the Storm King.” 
 
Gajeel thrusted his iron blade at his opponent, but once it touched the amorphous form, the blade got stuck in it. The wizard then tried using his Iron Dragon Roar, but his breath attack did not faze the general. 
 
In retaliation, Shadow Mayhem formed shadow claws and swiped Gajeel with amazing speed and power. The wizard was slammed into the wall with enormous force, and he coughed out blood after the heavy impact. The claws then swiftly grabbed Gajeel and repeatedly slammed him into the walls and floor violently, not giving him a chance to strike back. 
 
Eventually, Gajeel was pinned to the wall by a multitude of shadow claws. The Upper 5 applied more pressure into the claws, intending to crush Gajeel flat like a tin can. 
 
“It’s over! This fight is mine!” Shadow Mayhem believed that Gajeel’s defeat was certain. 
 
In response, Gajeel showed a small grin. “I wouldn’t be so sure about that. I still have one trick up my sleeve.” 
 
The wizard then underwent a transformation in which his iron body changed to blackish grey and cloaked in a shadowy aura. He has initiated his Iron Shadow Dragon Mode. 
 
“What’s this?” Shadow Mayhem was perplexed. 
 
While using the power of two elements, Gajeel transformed his arms into iron shadow blades and freed himself from Shadow Mayhem’s grasp by slicing the shadow claws apart. The general then attempted to impale Gajeel with shadow spikes, but the wizard changed to his shadow form and evaded the spikes. 
 
“You also have the ability to transform into shadows?!” The Upper 5 said in disbelief. 
 
“Surprised? Good thing I have been keeping some cards close to the chest.” Gajeel continued grinning. 
 
The Upper 5 sent waves of shadow claw slashes towards him, but the wizard used his shadow form to avoid the slashes. Gajeel then jumped high into the air above his opponent and transformed his legs into a giant drill that rotates at high speed. He then thrusted himself into his enemy’s shapeless form. With his right hand, he managed to grab and pull the Upper 5’s true body out of his shadow form. With his other arm, Gajeel struck the Upper 5 with an Iron Shadow Dragon Club. 
 
“GAH!” Shadow Mayhem felt that heavy blow as he was sent tumbling on the floor, but he swiftly recovered. 
 
“Haha! Not so tough now, are you?” Gajeel smiled. 
 
“Don’t get too full of yourself, human! There’s only one master of shadows AND THAT’S ME!!!!” Shadow Mayhem bellowed. 
 
“Too bad I’m about to end your whole career!” Gajeel retorted. 
 
While in their shadow forms, the two zigzagged on the floor and walls as they collided against each other. Soon, they were moving alongside each other on the floor’s surface until Gajeel once again grabbed and pulled his opponent’s body out. Not giving the dark unicorn a chance to react, the wizard quickly punched him hard in the stomach and threw him against the wall with enough force to shatter it. 
 
“IRON SHADOW DRAGON ROAR!” From his mouth, Gajeel released a powerful and destructive blast of iron and shadow. 
 
The Upper 5 screamed as he took the full brunt of the attack. After the blast, the dark unicorn fell to the floor and he appeared to be knocked unconscious. However, after a few seconds, he opened his eyes, got back up, and changed back to his shadow form. Even though he took considerable damage from Gajeel’s attack, the general wasn’t about to admit defeat. 
 
“No… I’m not going to fall here! Not now!” Shadow Mayhem snarled while panting. “I’m still not finished with Flurry Heart! That’s why I did everything in my power to keep her alive! I’m not through until I give her pain the worst anypony can imagine! I refuse to die before I can take away all she holds dear and completely destroy her soul!” A dark red aura engulfed him as his anger intensified. 
 
“You’re not hurting anyone ever again! And I’m done hearing about your resentment for Flurry Heart! Just take it with you to your grave!” 
 
The wizard and Upper 5 charged towards each other and resumed their back-and-forth clash, seeking to settle their fight once and for all. 
 
However, the battle took an unexpected turn when a certain earth pony mare arrived at the scene. 
 
“SONIIIIII!!!” The mare cried out. 
 
Both combatants immediately paused after hearing her voice. They then turned their attention to where the voice came from and they were surprised to see Bright Flower. The wizard and dark unicorn were completely taken aback by her unexpected arrival that they reverted to their original forms. 
 
“Soni… it’s you, isn’t it?” The earth pony said. 
 
“Bright Flower… why are you here?!” Shadow Mayhem managed to utter. 
 
“I… came to see you. After you left, I had been worried sick about you.” 
 
“Hold on a minute!” Gajeel interrupted. “How did you get here?!” 
 
“I brought her here.” Mest revealed himself. 
 
“Mest?! Why in the world would you do that?!” 
 
“Because Aura Light told me to.” Mest explained. “I know it’s crazy, but she kept insisting that Bright Flower needs to speak to Shadow Mayhem. Believe me, it was no small task getting here since it was difficult teleporting in a place I’ve never been to, but Aura assisted me in reaching your position. Even though it’s against my better judgement, I just had this feeling that I should do what Aura said.” 
 
“You… came all this way… to see me?” Shadow Mayhem asked Bright Flower with a befuddled expression. 
 
“Yes… I heard everything about you, and I needed to talk to you.” Bright Flower answered gently. 
 
“Now you know why I said that you should not fall in love with me. I couldn’t tell you before because the other dark unicorns would kill you if I had told you the truth. For what it’s worth, I really appreciated your kindness and hospitality, which is why you, your parents, and your village have been spared from any attacks. If you want an apology, then I apologize for leaving you without saying goodbye, but I’m not going to apologize for what I did to that princess. I cannot bring myself to accept her existence. Absolutely not. She is the embodiment of the one thing I loathe most of all.” 
 
“Soni, I learned that something terrible and unforgivable happened to you. It must be painful… having to grow up with hatred and the need for revenge.” 
 
“Save your sympathy. Murderers like me don’t need any. If you have heard everything about me, then you must be foolish to go through a lot of trouble to get here. You should know that I’m somepony you need to stay away from. The kind and gentle pony you knew as Soni was just an illusion. He died a long time ago, along with his family. This is what I really am!” Shadow Mayhem pointed a hoof at his own face. “How can you even look at me? I brutally tortured a filly, which I don’t feel the least bit guilty about, and you now see my true face. You should be revolted! I’m a horrible demon… cursed to live with anger and rage until the day I die!” 
 
“It doesn’t have to be this way! Let’s be together again and be happy like we used to!” Bright Flower pleaded. “I won’t pretend to know everything you’ve been through, but you’re in pain and I want to help you. Because I love you!” 
 
Shadow Mayhem was stunned beyond belief. After she learned the truth about him and saw his grotesque face, that was the last thing he expected her to say. 
 
“B-but why? H-how can you still love me?” Shadow Mayhem stammered. 
 
Before he knew it, Bright Flower wrapped her forelegs around him. 
 
“Soni… please… let go… and come back home with me.” 
 
As he felt Bright Flower’s warm embrace, Shadow Mayhem was reminded of all the happy memories they had together. He was deeply touched that he was actually shedding a small tear. His eyes were no longer showing any anger, only sadness. Even if Bright Flower is willing to accept him, there are many things he cannot take back. Also, his hatred for Flurry Heart and his desire to harm her still lingered. A part of him was telling him to kill Bright Flower to get her out of the way, but due to his genuine feelings for her, he did not want to harm her. Thus, he came to one decision. 
 
A shadow arm grabbed Bright Flower and threw her to Gajeel, who instinctively caught the earth pony with his hands. Shadow Mayhem’s horn lit up and he was then engulfed in a bright red explosion. 
 
“SONI!” Bright Flower cried out while Gajeel and Mest were completely baffled. 
 
Once the smoke cleared, Shadow Mayhem was still standing, but he lost his horn and his body was completely covered with deep wounds. 
 
“He… attacked himself?” Gajeel said confused. 
 
“Bright Flower… I have some final things to say… There was no way we could be together again. A life of happiness with somepony as kind as you… was never meant for me, not after all the sins I’ve committed.” As Shadow Mayhem said his piece, his body began to crumble away, albeit slowly. “I’ll forever be resented and despised by all those I’ve wronged. I already allowed my rage to define me... and the darkness inside my soul… will remain with me as long as I live. There’s no guarantee that I won’t end up hurting you… so it’s for the best that I meet my end now, before the rage takes hold of me again.” 
 
“Soni…!” Bright Flower rushed to him and hugged him again. “Soni, please… stay with me! Don’t go! Don’t leave me again!” She begged as she started sobbing. 
 
“Bright Flower, I want you to know that… I’m glad I met you. It felt great being happy and not consumed by hate. Our time together was… truly precious to me. I really wished… that it lasted forever. My one and only regret… is not being able to say this before. From the bottom of my heart, I… loved you too. Goodbye, Bright Flower.” Shadow Mayhem spoke his last words with a smile of gratitude. Afterwards, he completely disintegrated into dust. 
 
Back with Panther Lily, the shadow serpent that he was struggling against suddenly disappeared in a giant puff of black smoke. The Exceed took a moment to process this. 
 
“I-It’s gone? That means Gajeel has beaten him.” Panther Lily mused. 
 
He then contacted Gajeel via his Aura bracelet. “Hey Gajeel, did you defeat the Upper 5?” 
 
“He’s dead, but it wasn’t me who got him. It was beauty that killed the beast.” Gajeel answered. 
 
Panther Lily was bewildered by that statement. 
 
“By the way, how are Levy and Shining Armor?” Gajeel asked. 
 
“I got separated from them when I was fighting that dark unicorn’s pet.” 
 
“I see. I’ll contact Levy next. Let’s meet up again soon.” 
 
After Shadow Mayhem’s death, Bright Flower was devastated and she broke down crying. As she grieved, Mest slowly approached her. 
 
“Come on. I’ll take you back to Ponyville.” Mest said softly before he and the earth pony mare left the fortress via Mest’s teleportation magic. 
 
Gajeel then contacted Levy. “Levy, Shadow Mayhem is defeated. Are you and Shining Armor alright?” 
 
“The Upper 5 has fallen?! That’s great news!” Levy replied. “I’m fine, but Shining Armor is in terrible shape. He needs medical attention! I’m trying to find someone who can heal him. Lucy and Wendy are currently heading for Flurry Heart’s location so in the meantime, you should continue heading for Scarlet Night, while there’s still a chance to stop her before she awakens. We cannot allow any more bloodshed to happen.” 
 



Throughout the fortress, the forces of light heard news of the Upper 5’s downfall. The group of Crystal Empire soldiers that Spike, Happy, and Carla are with have joined up with a squad of Canterlot soldiers when they received the news. 
 
“Did you hear?! An upper general has been taken down!” A Canterlot soldier exclaimed. 
 
“Yeah! Chew on that you lousy dark unicorns!” A soldier from the Crystal Empire said. 
 
“Woah. More than half of the Red Moon Generals have been defeated. We’re really going to end this war tonight.” Spike said cheerfully. 
 
“What is your command, Spike the Brave and Glorious?” A Crystal Empire soldier asked the dragon. 
 
“Um, let’s rally all the remaining troops! We’re going to take this fortress!” Spike responded. 
 
The soldiers continued their charge with a boost in morale. 
 
“Some dragon is getting a big head.” Happy deadpanned. 
 
“Just let him have his moment.” Carla replied while rolling her eyes. 
 
Meanwhile in another hallway, Levy was frantically searching for anyone who can help Shining Armor. 
 
“Please hang on Shining Armor! You have to live! For your wife and daughter!” Levy urged him to stay alive.