//------------------------------//
// Chapter 30: The Shadows Come Alive 
// Story: Twilight's Duel School of Friendship: Sophomore Year 
// by k00l 
//------------------------------//

The group teleported directly to the surface. They all quickly close their eyes as being quickly taken to the bright surface after being in a dark cavern for a bit stung their eyes. After a bit, they can open their eyes and see the Pony of Shadows using shadow magic to levitate a very limp-looking Gizmo.

"Gizmo!" Yelled Sandbar. The Pony of Shadows chuckles evilly and casually tosses Gizmo to the side. He remains unresponsive.

"What have you done monster!?" Yelled Starswirl taking a brave step forward.

"Oh Starswirl, last time we met I only captured a few souls, Now I have over 30! I am more powerful than ever! So Strong in fact, I can take your souls by force!" The ghostly smirk on the Pony of Shadow's face widens. "Just like that white pony, that one weird creature and Dragon I got to earlier." 

"...Spike..." Said Twilight quietly, her eyes widening and beginning to water.

"Observe as I take yours Starswirl! HYA!" Said The Pony of Shadows before sending a bunch of Shadowy tendrils at him.

"No!" Yelled Twilight before quickly ramming Starswirl out of the way. The tendril then quickly passes through Twilight's chest, which causes her to freeze.

"No! Twilight!" Yelled Starswirl from the ground.

"Headmare!" The students yell as well.  Twilight remains frozen in place with a painful expression on her face. She shakes as the tendril then slowly starts to retract, pulling out a small orb of light. It is then violently retracted back into the Pony of Shadow's body, causing Twilight's body to collapse.

"Nooooo!" Yelled Starswirl as he kneeled by her side, his hat falling to the ground.

"Heheheheh-MUHAHAHAHAHAHA! I can even take an Element bearer's soul with ease! So much power in my hooves!" Said The Pony of Shadows. The Students try to get closer but Starswirl holds up his hoof to them. He raises his head and has a sorrowful expression on his face.

"It is all up to you 6 now. You must go forward alone." Said Starswirl in a somber tone

"A-Alone!?" Asked Gallus in surprise.

"Yes. I can no longer defeat him, he is far too powerful. He can take souls whenever he wants now, even mine. But you six are still still hold a complete set of the Elements. You six still wield the power to beat hi-GAHHHH!!!!" Starswirl was cut off when another tendril penetrated his back Starswirl's body.

"Starswirl!" Yells Ocellus. Starswirl has a pained expression on his face and he forces out one final message to them.

"... You... Must... Save... Him!... " Starswirl choked his last cryptic message before the tendril fully retracted, taking his soul as well. Starswirl then collapses as well and the students surround his body.

"Finally, after 1000 years Starswirl. You fall, and I stand tall. The Shadows have won, and Harmony, IS NO MORE!!!" Yelled The Pony of Shadows as a very powerful burst of Shadow magic sent shockwaves throughout the Hollow Shades, destroying some of the huts. He then looks down at the students who look up at him in fear. He chuckles as he approaches them. "I almost forgot you young ones. To think you are all that is left, Students only in their 2 years in duel school. How could you ever stand against me? Say goodnight, and I'll make this as painless as possible." Six more tendrils slowly slither out of his body, each one targeting each student. The students all hug each other tightly and close their eyes, preparing for the worst. They hear the tendrils dart toward them, however, they don't make contact. That's when they hear the Pony of Shadows go from smug, to shocked. "No...No! This can't be!" The Students slowly opened their eyes, to find that their Duel Spirits were back, and they all had blocked each tendril from latching onto the students.

"GRAM!" Yelled Gallus in surprise

"Black Luster Soldier! You're back!" Said Sandbar. In unison, the Duel Spirits force back the tendrils, and the Pony of Shadows Growl at them. 

"You six are a complete set of the Elements of Harmony! How can this be!? My Shadow Riders were meant to capture one of each of your circle of friends!" The Pony of Shadows said in anger.

"It appears they failed! And as long as we stand as one, You still cannot enshroud our home in darkness!" Said Ocellus being surprisingly assertive. The Pony of Shadows hisses at her

"Just try and stop me, child! I have 1000 years of shadow magic experience! Just try and stop me!" Said the Pony of Shadows. He becomes formless again before drifting high into the sky and escaping. They watch as the mist spirals into the air and approaches the mountain where the capital of Equestria is built.

"Where is he going!?" Asked Silverstream.

"It looks like he is heading towards Canterlot! Equestria's capital!" Said Sandbar in a panic.

"Dude, It took us days to get from Ponyville to here! It will take us even longer to get to Canterlot!" Smolder pointed out.

"Yeah, but Look, Yona Friends duel monsters are back!" Said Yona as she turned to the duel spirits. The rest turn to greet their duel spirits after some of them have not seen them for about 6 months.

"What are you guys doing here? I thought the Pony of Shadows was drawing in all the magic from the Shadow Realm." asked Sandbar.

"He was, but now that he is out, he is outputting tons of Shadow Magic, allowing us to manifest." Said Soldier looking down at his own hand

"You six are all that is left of the Elements of Harmony. You six must be the ones to face the Pony of Shadows." Said Gram as he stabbed his sword into the ground in front of him for emphasis.

"How? He's probably in Canterlot by now. How can we catch up?" Asked Gallus. A grumbling sound is heard and everyone turns towards the source of the sound. They all look at Red-Eyes and Coral Dragon.

"Hey, Maybe they can give us a ride!" Silverstream gleefully said while pointing at the dragons.

"They could get us there in no time." Ocellus said while managing a smile.

"We got that sorted out, but what about actually facing the pony of Shadows?" Asked Sandbar.

"We can just combine our cards into one deck again." Suggested Smolder.

"Gaiodiaz Like that idea! Took down Big Dragons last time we did that." Said Gaiodiaz loudly while throwing a fist in the air.

"I don't think we should do that this time." Said Soldier crossing his arms.

"Huh? Why not?" Asked Gallus.

"Yeah, why? It worked out last time, and now we it would be Harmony vs Shadows." Gram gave Black Luster Soldier a concerned look.

"Because our first job is protecting the Element Bearers. If the Shadows see we are not in with them, they will pounce on them and take their souls, weakening the Elements' power." Said Soldier. Everyone starts looking at each other, confused about what should happen next.

"Well... If we can't combine our power... what can we do?"  Asked Silver. Soldier thinks for a moment, placing his fingers on his chin.

"We need to hit the Pony of Shadows where it hurts, his powers come from the souls stuck in the Shadow Realm. So we need to free them while one of us distracts him." Said Soldier expertly theorized.

"Easier said than done. Only Duel Monsters can freely pass in and out of the Shadow Realm." Said Insect Princess. "The souls stuck there cannot be freed unless there is a powerful output of Magic."

"And that is exactly what we are." Soldier looks at Insect Princess. "Alongside our Duelist, They will hone with their element, and free the others from the Pony of Shadows' clutches. 5 of us need to do this, while one takes on the Pony of Shadows head-on, and deals the final blow to him." 

"Welp, who wants to volunteer to take on the most powerful shadow duelist to have ever lived?" asked Gallus Sarcastically. To his and no one else surprise, no one raised their hoof or claw. Everyone was equally scared of the Pony of Shadows and was not too keen on fighting him by themselves.

"There is only one of us who can face him." Soldier spoke up again.

"Huh? Who?" asked Yona. Soldier raises his sword, and points at Ocellus.

"Wh-WHAT!? m-m-m-me!?" Asked Ocellus in shock.

"Soldier, you cannot be serious." Said Insect Princess crossing her arms.

"I am, and I have good reason too." Said Soldier.

"Why can't Sandbar do it?" Asked Insect Princess sharply.

"Because he is not destined to, and he already fought the Dragon rulers and almost paid the ultimate price for it. We can't expect him to pull off a miracle again." Said Soldier.

"What could you possibly mean by destined?" Asked Insect Princess now placing her hands on her hips.

"She is the Element of Magic. Just like Twilight, and Starswirl. And the Pony of Shadows seemed to like he had a personal grudge against Starswirl. Magic is the spearhead element. It is the one who has dealt with the Shadows the most. The Element of Magic is destined to deal the final blow to the shadows." Said Soldier. Insect Princess looks down at Ocellus who still looks very scared. She turns back towards Soldier and crosses her arms again.

"I don't know soldier." Said Insect Princess.

"I know you are looking out for your duelist, one of us has to face him, and I believe it is supposed to be the Element of Magic." Soldier reiterated himself. Insect Princess looks back at Ocellus and then slowly kneels down.

"Are you ok Celly?" asked Insect Princess, placing her hand gently on Ocellus's cheek.

"I don't know! I..I don't know if I can do this! I know I can't do it alone! I don't even use Spellcasters!" Said Ocellus in a panic.

"You're right, you don't...hmmmmm." Said Soldier, he then looked over at both Starswirl and Twilight. "You won't have to be alone. Take some of their cards to go with you."

"You mean loot their soulless bodies!?" Asked Gallus sarcastically.

"No. She can take the best cards from both of them and add them to her deck to make the ultimate Element of Magic deck. That way you will have Twilight and Starswirl with you Ocellus." Suggested Soldier. This idea seems to calm Ocellus down a little bit.

"That...That could work..." Ocellus spoke just barely above a whisper. She slowly walks towards Starswirl and Twilight and begins shifting through their cards. She picks out a few of the best cards and then puts them into her deck and shuffles. "Ok, I think I'm ready."

"Good, then we are off." Said Soldier as he slowly dematerialized into an aura and was absorbed by Sandbar's deck. The other monsters do the same to their owner's deck except for Coral Dragon and Red-Eyes. Silverstream, Yona, and Sandbar climb onto Coral Dragon while Smolder, Ocellus, and Gallus climb on top of Red-Eyes. When they are all on, the dragons open their wings and take off towards Canterlot. The Students held on tight as the dragons were much faster than they expected. it only took them about 15 minutes to get to Canterlot. The dragons land and the students get off and The dragons dematerialize now.

"Dude, whenever I imagined going to Canterlot, I didn't imagine it looking like this." Said Sandbar as he and the other students turned around. Canterlot was in total chaos. There were some damaged buildings and random Shadows chasing after screaming ponies. The guards try to take control of the situation but keep getting overpowered by the blobs of Shadows.

"Ocellus, you need to find the Pony of Shadows as soon as possible. My best guess is he is at the top of the castle." Sandbar looks back and shouts to her over the chaos.

"Right, I will look there first." Ocellus nodded.

"What about Yona and other friends?" Asked Yona.

"We do what Black Luster Soldier said, we take on the shadows Directly!" Said Smolder as she clenched her claw into a fist.

"We must hone into our elements to fully get rid of them," Silverstream added.

"We should split up, Good luck you guys." Said Gallus. They all quickly hug each other before breaking and running off to different parts of Canterlot. Ocellus made a beeline to the castle. She had to dodge random Shadows and pieces of buildings falling. She uses her Changeling magic to turn into a cheetah so that she can run faster. She finally makes it to the front door of the castle. She transforms herself back and then opens the huge door of the castle and then enters. this was the final stretch, no turning back.


End of Chapter 30