//------------------------------//
// Chapter 3 
// Story: Flash Sentry Chronicles: Evil's Uprising 
// by Banshee531 
//------------------------------//

Twilight and Flash were sitting in the throne room, Twilight pacing as Flash prepared his Celestic Gear for battle. Heart and Soul were also there, Heart looking ready for a fight while Soul looked terrified. The doors then flew open as their friends ran inside, "Thanks for coming so quickly-" was all Twilight could say before a brilliant flash of light revealed Discord.

"Sure thing," the Spirit of Chaos announced, "But if you're gonna be the ruler of Equestria, you may want to work on your penmanship." He summoned a scroll and an unevenly sized framed glasses. "This looks like it says, 'Cadance sent an emergency message. Some new threat is attacking the Crystal Empire and has incredible amounts of dark power.'" As he finished reading, Twilight flew up to his face.

"That's exactly what it says!"

"New threat?!" Rarity yelped, "Any idea who they are? Or what this dark power they wield is?"

"We have no idea!" Flash sighed as he jumped up. "But if Cadance sent this message, it means he was able to defeat at least Ruby, Sombra, and probably Amore. Whoever they are must be strong. And fast, if they were able to strike and take the empire before Cadance could activate the Crystal Heart."

Twilight nodded at this, "So it's up to us to save the Empire and my family!"

"Shouldn't somepony tell Celestia and Luna?" Fluttershy asked as Discord's neck extended down to her.

"Ooh, good point! One of us should probably loop in the real rulers of Equestria." He pulled Fluttershy, Pinkie and Spike in close to form said loop, but Twilight shook her head.

"No." She turned to the map and looked over the entire kingdom. "If we're going to run Equestria, we'll need to handle things like this on our own."

The others all went wide-eyed as Discord stroked his beard, "Oh Twilight!" She turned to him. "Could this mean that you finally have the confidence to ascend to the throne like the princesses believe you can?" He snapped his fingers and a flame appeared with the image of Twilight sitting in a throne inside of it.

Twilight's eye twitched at this, "Maybe?" She suddenly had another idea and flew up to Discord. "Unless you'd consider taking care of this threat for us?" She gave him a cheesy smile, Discord blinking before glancing around and seeing the others giving him the same hopeful smiles.

"Oh," He pushed Twilight away, "No-no-no-no!" Seeing this made Flash glare at him as he added, "You're absolutely right!" He shook Twilight's hoof before giving her a graduation cap, trophy and million-bit check. "You need to learn how to handle these things on your own. Ta-ta!"

He disappeared by folding in on himself, Flash sighing. "You know, if you're not gonna help with this stuff, then why did we bother to reform you?!"

"Handlin' things on our own is all well and good," Applejack stated. "But we don't even know who this is. And if he has dark power, how are we supposed to stop him?"

"Maybe you could use the Crystal Heart?" Soul chimed in, "That's usually what solves problems in the Crystal Empire."

"What if whoever this is has it already?" Spike asked, "If they hid it away like Sombra did, how are we gonna stop them?"

"Maybe my Sacred Light can stop him," Flash continued as he powered up the shining magic. "The only darkness it can't burn away is the Corrupted Shadow and that's gone. I'm pretty sure I can take him down."

"I don't want that to be our only solution." Twilight responded before glancing down at the table before staring at the thrones surrounding it. Her gaze then fell on the symbols etched into the crystal thrones, making her glance back at her own cutie mark.

"The Elements of Harmony!" The others turned to her with wide eyes, "If Flash can't stop this pony, we'll use them! With those, we can defeat anypony!"

The others all smiled at this, only for part of reality to pull itself back like a shower curtain to reveal Discord in a shower cap. "Ah, no-no-no." He scrubbed his back, "You didn't need the Elements the last time you saved the Crystal Empire. And I'm not sure that using them still counts as 'handling things on your own.'"

Twilight growled at him at this, "My family is in danger! I'm not taking any chances!"

"Besides," Flash added, "I'll stop him way before we need the Elements. It's better to have it and not need it, then need it and not have it."

Rainbow flew up to Discord at this, "They've got a point and you know it!"

Discord rolled his eyes at this, "Ugh, fine." He pulled the reality curtain back and disappeared for good, the others just blinking at the sight.

"What's his problem?" Pinkie asked, everypony else shrugging.

"Maybe he forgot his anti-logic coffee or something," Flash guessed, "But we don't have time to find out. We've got an empire to save."

The others cheered, Flash pointing to Heart and Soul. "Stay here and stay out of trouble," Heart spoke up before Flash could say anything. "Figured you were gonna say that."

"You're learning," Flash laughed as Twilight turned to her other pupil.

"Starlight, can you stay here and take care of the school?"

The unicorn nodded as she picked up Twilight's school manual. "I've got you covered." Twilight smiled before the other six ponies and Spike stepped up next to her. She then used her magic and teleported them all to the Tree of Harmony. Standing in front of the crystal structure, Twilight used her magic to summon the Elements. One by one, each were removed from the tree and floated over to their respective wielders, and upon contact, the necklaces, crown and helmet appeared for them.

Once the Elements were ready, everypony nodded to each other before teleporting to the Rune Gate. Twilight had a feeling it wouldn't work, but it was worth a try to conserve magic. Alas, when she activated it, she found it wouldn't connect to the Crystal Empire's gate.

"This is gonna be a little rough."





Back at the Empire...

Shroudheart continued to sit upon the crystal throne, Cadance, Shining, Flurry and Amore all now trapped in a cage on the floor while Sombra was in a cage hanging from the ceiling. The former king had a bunch of crystals sticking out of his horn, making it impossible for him to dispel the magic.

Shroudheart took a grape from a bushel and let it go down his throat, only to hear Flurry unleash a blast of magic. It flew straight for him, but couldn't get through the bars due to a magical barrier. He chuckled at this, "It's cute that you think that will do anything."

"It might not," Cadance growled before pointing to the door. "But they will!"

He turned to see the Mane Seven now burst into the room. "Cavalry's here!" Pinkie cheered, only to see who it was on the throne.

"YOU!" Twilight gasped at the sight.

"Long time no see, princess." He chuckled as he slowly got off the throne, the others flinching at the sight except Flash. The defender instantly remembered what he had seen in Aurarora, memories of what Ponyville looked like in that vision flying through his mind.

"Twilight," Applejack turned to her, "Is that who ah think it is?"

Twilight nodded, "The evil Flash that Spike, Starlight and I fought. So, this is when you were sent to."

"Nope," he laughed, "First of all, the name's Shroudheart. And you ended up blasting me out of time. Unable to do anything but watch as every timeline played out. You have no idea how many different realities I've seen play out. Just be thankful you lot are in this one and not the many ones full of caribou. Those...geez those ones were hard to watch sometimes. Though I'll admit, they had their moments I enjoyed. Especially with what they did to you and your friends."

"Enough!" Flash pointed his sword at him, "Surrender! You can't beat us!"

"Can't I?" Shroudheart asked. "I've seen this play out in other universes. This wasn't even my plan originally." He pointed at Sombra, "It was his. I'm just copying it from a timeline where he never turned good and returned just like this."

"Well, this time you're the one who's gonna get blasted!" Flash thrust his sword and unleashed a laser, only for Shroudheart to explode into a cloud of smoke, dodging the attack. "Huh?"

"Fool," Shroudheart's voice echoed through the shadow, "Don't you understand? For me, this is history. I've seen every possible way this fight could go. I've seen how you fight, and how you like to take down your opponents. As we speak, wheels within wheels are turning in order to allow me to destroy you."

Flash growled as the throne room was suddenly filled with mind-controlled ponies, including Ruby and Jaden. "Girls, watch out!" The others saw the approaching ponies and they all got into a fighting stance.

"Get them!" Shroudheart ordered, "I just need to capture one of them in order to make the Elements of Harmony useless!" The guards dived at them, Flash and Rainbow taking to the air as Twilight put a shield around the others. Flash then flew toward the cloud as it reformed into his doppelganger.

"Flash Cutter!" The crescent blade flew out, but the villain created shadow arms that blocked the light. As he did this, he held up his hoof as shadows formed the shape of a sword. He grabbed the handle and swung it, causing a near perfect replica of Lightbinger to appear, only this one was a mixture red and dark gray metal. The two clashed at this, Flash then surrounding himself with light, the pair exploding away from one another as Shroudheart turned into a cloud of smoke. The light and shadow then flew around the room, smashing into one another again and again.

As they did this, Rainbow was flying around Twilight's shield, trying to smack away the mind-controlled guards. "Careful!" Shining told her, Rainbow having grabbed a guard by the tail and threw him into a nearby wall. "Those ponies are the victims in all this!"

"I know," Rainbow yelled as Twilight put her shield down. "But I can't let them hit me, can I?" Twilight used her magic to trap the guards in bubbles at this while Applejack and Pinkie ran over to try and free the royal family from their cage, only to find the crystals trapping them were too strong to break.

Spike then flew up to Sombra's cage, the Mystic Fire Dragon using his flames to burn through the crystal. Whether these crystals were weak to flame or it had something to do with his magical abilities, the crystals began to crack under the heat. And as this happened, Fluttershy and Rarity were forced to avoid the guards Twilight hadn't trapped, the alicorn finding herself surrounded by too many ponies to grab them all. "Twilight!" Cadance cried, only for the Princess of Friendship to blast the ponies away with a magical shockwave. "Hurry!"

Twilight nodded and looked up to see Flash and Shroudheart fight against one another, showing they were both evenly matched. "Flash!" She called out, "We have to use the Elements!" Flash heard this and nodded, attempting to break away from Shroudheart.

"Where do you think you're going?" The dark cloud swirled around him.

"Back off!" He swung his sword, but the cloud just split before reforming around him again.

Back on the ground, Twilight saw Flash was now surrounded and was about to fly up, only for a pink blast of magic zip right in front of her. She glanced back, only to see a certain pony form a crystal sword at this. "Ruby..."

The Crystal Knight slammed the sword into the ground and created a bunch of crystal spikes, Twilight forming a shield a second later. But as this happened, Fluttershy and Rarity were suddenly grabbed by two more guards. "Get off of us!" Rarity screamed, struggling against the Crystal Ponies that pinned them to the ground.

Fluttershy then glanced up, only to go wide-eyed as she saw a smaller helmeted pony walking up to her. "Jaden!" He was carrying the same helmet he was wearing, the pegasi gasping, "NO!"

Flash and Twilight saw this, both gasping before growling as they roared, "RAAAAAH!" Flash's body exploded with light while Twilight's forcefield morphed into a wave of magic. The light dispelled the shadows as the wave knocked Ruby away, both then flying down to save their friends.

"Hyah!" Flash flew down and kicked the helmeted ponies while Twilight blasted the rest away. But as this happened, Shroudheart flew down and took shape.

"Now I've got you." He laughed as they all saw him land in front of the group, his eyes turning green. Light then shot off of them, hitting the seven all at once and causing black lightning to spark around them. "Now, fall into the abyss of your greatest fear!"

They all cried out as the dark energy surged in and around them. One by one, they opened their eyes and each were glowing green with purple mist surrounding the edges.





Flash opened his eyes, only for them to go wide as he saw he was no longer in the Crystal Empire. He was back in Ponyville, but it was the one in his vision of the future, every house and building destroyed. But it was worse. Much, much worse. For unlike in the vision, he wasn't the only one there. Ponies were scattered along the ground and atop piles of rubble, with some even being half buried while a few hooves, tails or wings were sticking out of some.

He ran through the town at this, only to see the castle in the distance, only to see it was also destroyed. But unlike the vision, all his friends were there. They were laying atop the rubble, each not moving with blood soaking their bodies and some being bent in ways that shouldn't be natural. He slowly moved over to them as Scootaloo's body caught his attention.

And when he was close enough, Scootaloo's hoof shot up and caught his.

He gasped as her eyes opened, the filly looking him right in the eye. "Why?!" She choked out, "Why couldn't you save us?!" This image shook Flash to his very core, the pegasus feeling like fear was going to consume him.





Back in the real world, everypony watched as each of the Mane Seven were forced to live out their worst fears, all letting out a volley of screams.

"Stop this!" Amore exclaimed, "What's the point in causing so much misery?"

"No point," Shroudheart cackled, "I just do it because it's fun to see others suffer, to watch as hope dies away where it belongs. And it's even more fun to watch those with faith lose it. You thought these ponies would save you, and now you're forced to watch as they fall just like you did."

Sombra growled as Spike flew down while his chain was left unbroken. As horrible as he thought this was, he had to admit he was amazed that this was all his plan. But if that was true, how did it turn out in the other timelines? He looked up at the chain and saw it was barely remaining together, so he started jumping up and down, causing the damaged chain to stretch and pull.

Shroudheart chuckled as he watched his foes share pained expressions. "You should all surrender!" He laughed, "Nothing can defeat your own fears!"

But as he declared this, something new happened. The Elements began to glow, only for the purple mist coming off their eyes to vanish, the seven now opening them and revealing their eyes to be now glowing white. "What?!" Shroudheart exclaimed.

Twilight smiled at this, "We didn't need to defeat them. We just needed to face them long enough to distract you!" Shroudheart raised an eyebrow at this, only for Sombra's cage to fall to the ground.

It broke apart as Sombra leapt free, unable to fire a spell but still charged at Shroudheart. The pegasus laughed as he split apart, Sombra flying right through him. "You really thought that would stop me?"

"No," Sombra added, "But you just got distracted twice." Shroudheart reformed with a quizzical looked before hearing more crystals breaking, the pegasus turning to see Spike burning through the royals' cage.

One of the crystal spikes broke apart at this, the magic holding the royal family now broken. "Get the Heart!" Amore yelled at Cadance, the alicorn leaping out and grabbing the Crystal Heart where it had been placed beside the throne.

She lifted it off the spikes holding the damaged relic and flew towards the window. "Nooooo!" Shroudheart thrust a shadow claw out to try and grab her, but Amore and Shining put up a shield, blocking it.

"It's cute that you think that'll do anything," Shining mocked as Flurry started blasting the mind-controlled ponies, forcing them to jump back. And as this happened, Cadance placed the Crystal Heart back in its rightful place before using her magic to repair the damage done. A few seconds later, it was fixed, the relic now spinning before unleashing a wave of light. That wave filled the entire Crystal Empire and as it flew over them, the ponies under Shroudheart's control were freed, restoring their vibrant crystalline appearance.





Back in the throne-room, the wave washed over the room, causing the control helmets and the dark crystals to all vanish. Ruby and Jaden gasped as they were freed, soon glancing around before seeing Flash and the others floating before turning and glaring at Shroudheart.

"No, no, no, NOOO!" He roared as the ponies started advancing on him. "This isn't fair. You hear me, this isn't fair!"

"I think it seems pretty fair," Flash replied, "Good guys win. Bad guys lose."

"You think this is over?!" Shroudheart roared, "I'm only just getting started. I'll find a way to make this kingdom mine. Don't forget, I've seen everything that's gonna happen. I know how this ends, and it doesn't end well for any of you!" The others simply glared at him as the Elements glowed brighter. Then, Twilight's Element unleashed a rainbow blast of light, striking him in an engulfing him, the evil pegasus screaming as his body was utterly annihilated.

And when the light of the blast faded, Shroudheart was gone, and all that was left was a smoking bit of burnt ground where he stood. "Yeah!" Spike cheered, "Whoo-hoo-hoo!" The others floated down, the Elements no longer glowing as they saw the rest of the ponies cheering.

"We totally just wiped the castle with that guy!" Rainbow gloated as Flurry flew over to hug her aunt, Twilight doing the same as Cadance returned. She looked ready for a fight, but quickly saw Shroudheart had been dealt with.

Shining smiled at his sister, "Thanks, Twily." He and Cadance moved over to share in the hug as the others continued to celebrate.

"That was fun!" Pinkie bounced up and down.

"And easy," Applejack added.

Rarity nodded. "As magical battles go, that was a cakewalk." Pinkie liked the idea of that and pulled two cakes out of nowhere, the mare jumping on top of them and moonwalking as the others laughed. The only one that didn't seem happy about it was Flash, who continued to stare at the spot Shroudheart had been standing on. What Applejack had said stuck with him. Horrible visions aside, that had been way too easy. Shroudheart had been some serious threat from what Twilight and Starlight had told him. But this time, he barely put up any kind of fight.

"We did handle this pretty well," Twilight continued, "On our own." He turned to her, seeing a look of confidence appear on her lips.

"Does this mean...?" Spike asking next.

Twilight did a small nod, "I still don't feel like I'm one hundred percent ready, but will I ever?"

Applejack stepped up to her, placing a hoof on her shoulder, "Knowing you? Nope."

Twilight giggled at that, "I have you all, and we have the Elements. And together, we've never failed. We'll be okay." The others cheered and gave her a hug, Flash being the only one who didn't. The pegasi just stared at the scorched mark, a long frown on his face.





Back in his lair, Grogar watched with the other three as the heroes claimed another victory.

"Huh," Tirek laughed, "So much for him. For somepony that claimed to have seen the future, he certainly didn't see that coming."

Chrysalis and Cozy nodded, only to see Grogar shake his head. "He's not gone." The three glanced up at him, "I can still sense his presence. He hasn't been defeated yet. He just wanted them to think that."

"Why?" Cozy asked.

"An opponent is always at the most vulnerable when they think victory is assured." Chrysalis chimed in, the three turning to her, "Taking the Crystal Empire was never his plan. He must be after something else. But what?"

"Good question," Grogar added, "And it took him a lot longer than it should have to get to the Crystal Empire. What was he doing all that time?" They all focused back on the orb, which changed once again to show their enemies making their way to someplace else.





With Shroudheart defeated, Twilight teleported them all back to the Tree of Harmony's cave. Once there, they returned the Elements back in their rightful place. Flash was the last to take his Element off, only for his marefriend to see he was hesitating, "Flash? What's wrong?"

"I don't...know," Flash sighed, "Just feels like...we're accepting victory a bit too quickly. Shroudheart said he had seen the future. He must have known what would have happened when we arrived."

"So?" Rainbow asked.

"So, he should have had a plan in place to stop us."

"Maybe showing us our fears was his plan," Pinkie chimed in.

"He said he was taking his plan from a timeline Sombra was the enemy. Showing us our fears is definitely something Sombra would have done in his evil days...but not my evil twin. So what was he planning to do?"

"Ah think ya'll overthinkin' this," Applejack replied, "We beat him. Let's enjoy ourselves."

"Applejack's right," Twilight pulled Flash's helmet off of him and returned the element to its rightful place "Once again, Equestria is safe." She then pushed Flash to the exit as the others followed.

"What should we do to celebrate?" Fluttershy asked as Pinkie bounced up next to her.

"I vote for a cakewalk!" Pinkie cheered, but as those words reached Flash's ears, he felt a shiver go down his spine. He spun around at this, only for a dark crystal to explode out of the roof. And from that crystal, a familiar looking cloud of darkness appeared, Flash gasping as the cave began to shake, finally getting the other's attention.

"What's goin' on?" Applejack asked as the roof began to break apart.

"I don't know!" Twilight gasped.

Flash zipped up at this, about to call upon his Sacred Light, only for a crystal to shoot out of the ceiling and slam into his back. Crying out, he hit the ground before the crystal unleashed a blast of black lightning. The pegasus tried to get up, but the lightning struck him, making him scream as he felt his entire body going numb. "FLASH!" He heard his friends all gasp, only for more crystals to fly out of the ground and ceiling.

These slammed into the Tree of Harmony, ripping pieces off of it and knocking the Elements loose from where they rested. And before any of the ponies could react, the largest crystal of all exploded out of the ground and ripped right through the center of the tree. The crystal structure shattered as the Elements were sent flying, all hitting the ground in front of Flash and shattering to pieces. And as this happened, Flash's eyes went wide as he saw the Element he had forged hit the ground, only to snap in two.

The rest of the girls were just as shocked as the dark cloud swirled down to the ground before taking shape. They were all shocked to see Shroudheart, standing atop the shattered remains of the Elements with a chuckle in his voice. "Fooled you."

The girls just stared in absolute horror, Rainbow being the first to finally break the silence amongst them. "What...Just...Happened?!"

"The Tree of Harmony can't really be gone, can it?!" Fluttershy added, Twilight now looking like all her worst nightmares had just come true.

"It can't be!"

"Oh, but it is!" Shroudheart laughed, "You might have beaten Sombra if he was the one who attacked, but I knew you would overcome his fear and free the Empire. And I knew the only way to defeat you was to destroy the source of your power. The Elements and Tree of Harmony. And the best way to do that was to make you lower your guard." He kicked part of the Elements away. "I knew where the tree was, but wasn't sure if I could overcome its defenses. Luckily, you dealt with those when you removed the Elements from the tree."

Twilight went wide-eyed at this, "The Elements needed time to bind their power to the tree."

"Which meant they and the tree are powerless for a few minutes once the Elements are returned. The perfect chance to destroy it. And now that it's gone, nothing can stop me!"

Flash groaned as he tried to push himself up, "I think you're forgetting about something."

"Ha!" Shroudheart chuckled, "Why'd you think I attacked you first? Your body's not gonna be able to fight for a good while. And by then, everything you care about protecting with be lost." He unleashed a shadow claw and slammed it into Flash, the pegasus crying out.

"FLASH!" His friends yelled, Rainbow grabbing him as he was knocked away. And as this happened, Twilight continued to stare at the shattered remains of their best weapons.

"Face it!" Shroudheart declared, "it's over. Evil...wins."

Twilight picked up two pieces of the Element of Honesty and tried to put it back together, but it did nothing. "He's right," she whispered, "With the Elements gone, I don't know how we can defeat him!"

"Then we'll just have to beat him the old-fashioned way!" Rainbow yelled as she grabbed Flash's sword, then leapt at the insane pegasus. The others followed suit, but Twilight stayed in place and continued to try and mend the Elements.

Shroudheart's body exploded into shadows, swirling around Rainbow and held her in place for a moment. It then slammed her into the ground, then threw her into her friends. Applejack caught her while Shroudheart reformed and thrust his hooves into the ground. This caused spikes to grow out of the cave floor, encircling the group, catching Twilight's attention as the spikes grew all the way to the ceiling, trapping them inside and barely having enough room between them to stick a hoof through. Twilight tried to blast her way through, but her magic had absolutely no effect on them. She even tried to teleport out, but that just led to her slamming into the side of the cage.

"Ha!" Shroudheart laughed. "Don't you get it? I've won! Nothing you do will stop me now! Flash Sentry's Sacred Light might be able to free you, but my magic will make him unable to access it for a good while. And until that happens, nothing will stop my reign of terror!"

"We won't let you get away with this!" Flash growled, but Shroudheart just turned to Twilight with a huge vicious grin.

"You and your little student forced me to spend over a century as a ghost, unable to do anything but watch as other versions of me lived better lives. And then, you threw me out of time and forced me to watch an infinite amount of timelines play out."

Twilight glared back at him, "You wanted to constantly alter time again and again in order to make yourself the only version of Flash in existence! I couldn't let that happen!"

"I don't care," Shroudheart spat, "I am the greatest of all beings to exist and you put me into a life of infinite tedium and boredom!" The shadows around his body flared at this, making Twilight flinch before he hissed, "The only thing that stopped me from succumbing to madness...was my hatred." The way he said that sent shivers down everypony's spine. Even Flash felt unnerved by this version of him, unable to believe such a version of him could ever exist. "I will destroy everything you love. And I know exactly where I'll start."

"Don't you dare say it!" Applejack yelled.

"Your sweet, little hometown."

Their eyes went wide, as Rarity glared at him, "You leave Ponyville alone!" She stomped on the ground, but Shroudheart just let out a cackle.

"Or what? You have no Elements. No Sacred Light. And no possible chance of beating me. Heck," his eyes began to glow as his shadows flew off of him. "Without your Elements, it would be so easy to control you." The shadowy mist surrounded the cage and began to creep in, transforming into claws.

The girls screamed as they braced themselves, Flash even attempting to summon his Sacred Light to protect them. But whatever Shroudheart had done was making it so he couldn't even get a spark. He expected to be controlled as well, but the shadow claws pulled away.

"Nah," he laughed as the mist returned to him. "Where would the fun be in taking all your fight away from you? After all, me conquering Ponyville is already your greatest fear!" He cackled as he spun around, "I'll destroy everything you love, then watch as your spirits break. And when there's no hope left, I think I'll turn you girls into my willing little slaves." He licked his lips at that, "We're gonna have some fun after that. Been a while since I conquered an Equestria after all...I need to make sure I don't get bored after I destroy everything."

The girls glared at him as Flash pushed himself to his hooves, "What about...me?"

"You?" Shroudheart replied as he glanced back at them, "Not sure yet. I might keep you around, or maybe I'll find a way to throw you into the void of time. Let you watch as your world falls to ruin and the ones you love live out their days as my mindless servants." With that, his entire body was covered by darkness and shot into the air.

"NOOOOO!" They all cried as he flew off to enact his master plan.

Fluttershy turned to the others at this, "What do we do?!" They all looked to Twilight, the alicorn flinching at their stares.

"I...I don't know!" She exclaimed, "The Tree of Harmony grew the Elements! It kept the Everfree Forest under control! And now it's gone." She turned to Flash, "You were right. We got cocky and it's cost us our greatest weapon against that monster. Now he'll destroy everything we love, and it's all my fault!" She looked down at this, tears pouring out of her eyes, "I knew I wasn't ready to take the princesses' place, but I never thought I'd mess up this badly!"

"No," Flash shook his head, "Nopony could have predicted this. Even Celestia and Luna probably would have fallen for it. Besides, the only reason it failed is because Shroudheart saw the future. He said it himself, we defeated Sombra in the other timeline. He just saw it coming and used it against us."

"But you were right about me not taking his knowledge of the future into account. And now we're trapped, with no Elements, Sacred Light or plan of how to defeat him."

One by one, they all looked down, only to turn to Pinkie, the earth pony tilting her head. "What are you looking at me for?" She asked as Rainbow flew up to grab her by the cheeks.

"This is usually when you say something funny to lift our spirits."

"Sorry. Nothing about this is funny to me." They all sighed at that, sitting back down as they now thought about what Shroudheart planned to do, Flash more than anypony, imagining a vivid scene of his home's destruction.

Shroudheart was going to destroy everything he loved and there was nothing he could do to stop it. A sniffle made them all turn to Rarity, whose eyes were watering. "I'm sorry. I'm trying to be strong, but I just can't bear to think about poor Sweetie Belle under the spell of that monster!"

"Or those sweet little Cake twins..." Pinkie added.

"Or Spike, or Starlight..."

"Or Angel," Fluttershy whimpered, "Or anypony forced to do that monster's bidding!"

"Scoot," Flash continued, "Soul...Heart." He turned to his friends, seeing the frowns on their faces, only to change his face to a fierce glare, "There's still a chance." They all glanced over at him, "Shroudheart might have beaten us, but this isn't the first time we've been taken out of the equation and the good guys still won. Grand's still out there, along with Iron and Lightning. They're not gonna go down without a fight."





Ponyville...

Starlight, Spike, Heart and Soul were making their way through town, the group wanting to make the heroes a special meal to enjoy once they returned from putting the Elements back. Spike had returned to the castle when they got home from the empire, and was now wanting to help out. They then spotted Grand Hoof, Iron Core, Lightning Blitz, Wild Smile, Rogue and Soarin Skies ahead of them, the group also waiting for the heroes to return.

However, their smiles slowly faded when they heard a sound coming from the Everfree Forest. Turning to it, they saw a bunch of dark clouds moving out of it. And as they saw it, they were reminded of the time Tempest Shadow had attacked them. The sunny beautiful sky was quickly blotted out and as it got closer, many of them sensed a dark presence coming from the cloud.

"What is that?" Soarin asked, about to go up and try to bust the cloud.

"Oh no..." Spike whispered as he began to backpedal before turning to the townsponies around him. "EVERYPONY RUN!" The ponies knew not to ask why and turned to run away, but as they did this, the dark cloud exploding and unleashing tendrils of shadow that flew into the streets of the town. The ponies screamed as they tried to outrun it, but within seconds, almost every pony in the town was engulfed by the darkness.

Starlight, Soul, Lightning and Wild fired at the shadows, but their magic simply flew through the clouds without any damage, the same with Spike and Heart's flames. Rogue sent out a sonic blast, but it didn't even blow the shadows away as Soarin spun around to form a tornado, but it didn't do anything either.

Grand and Iron swung their weapons at this, but it did nothing as well. They were soon surrounded, and one by one, dark tendrils flew out and grabbing them all. They screamed as they were pulled into the darkness, first Wild and Soarin, then Lightning and Spike. Heart and Soul were next, followed by Grand and iron.

Starlight gasped at this, about to teleport away and find her friends, only for a dark tendril to lash out and grab her. "AUGH!" She cried, trying to ignite her horn, but the dark fingers coiled around it and her magic died.

"It's nice to see you again." She went wide-eyed at the voice, only for the dark figure to appear from within the shadows. She and Shroudheart stared one another down, Starlight glaring at him as he began to laugh. Then, his eyes glowed and unleashed a blast of green and purple. And that was the last thing Starlight saw before her mind went blank