• Published 14th Sep 2013
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Inner Demons II - Azure Sandora



Equestria's Darkest Hour was only the beginning... the real fight between Elysium and Tartarus starts now...

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Chapter 14

Author's Note:

Part one of the four part alicorn saga. Enjoy!

PS: Here's the song I chose to represent the theme song for this series. Listen here. Lyrics are important.

Twilight – Return to Fillydelphia

The ride to Fillydelphia was a silent one, which Twilight was thankful for. Since they were taking the carriage, they wouldn't arrive in Fillydelphia for at least a few hours, even with Scootaloo driving at her full speed. Never in her life did Twilight think she would find herself back in Fillydelphia with Sweetie Belle and Scootaloo, both of them dressed in the same attire they wore ten years ago.

Faust must really hate me to make life so ironic...

Sweetie Belle was sitting on the bike behind Scootaloo, allowing Twilight and Shining Armor to have some time to themselves. Now that she was an Alicorn, she was just as big as Cadence, which put her at the exact same height as her brother as well. It felt weird to not have to look up at him anymore, but she was getting used to it.

“Twilie, you okay?”

“Huh?” Twilight turned from the window to see Shining Armor looking at her with a concerned expression.

“You've been awfully silent,” Shining Armor said, “I've known you long enough to know when something's on your mind.”

Twilight was about to say something, but she stopped herself and shook her head, returning her gaze back to the view outside. She did have something on her mind. Actually, she had quite a lot on her mind. Vale, going back to Fillydelphia, and that weird feeling she was getting concerning Celestia.

Why?

Why is it I want to cry so much right now?

She heard a groan next to her, and a second later a hoof grabbed her and pulled her into a comforting embrace. She yelped from the shock of it, making Shining Armor laugh a bit.

“There, that's not too bad, right?” Shining Armor asked. Twilight shook her head, closing her eyes and relaxing.

“Lie down,” Twilight commanded softly. Shining Armor did as asked, and Twilight lied down on top of him allowing him to wrap his forelegs around her even tighter. She didn't hide her incestuous feelings anymore, now that he knew. Whether it was because he reminded her so much of how Azure Sky was, or because he was always so nice to her she didn't know, but she knew that she was in love with her older brother, and probably always would.

Being in his embrace felt so good, almost like when Celestia held her. His scent, the contours of his muscles through his jacket, all of them made Twilight's heart flutter. On one hoof she was happy to have her BBBFF all to herself for the most part, and she planned on taking full advantage of that. On the other hoof though, being here with him brought back so many bad memories. It was here she revealed how deeply she loved him, locked up Cadence, and even slept with him.

Yet for some reason, Shining Armor hadn't ever pushed her away. In fact, after ten years ago he started being even more affectionate toward her, holding her tightly like he was now, and sleeping next to her when he visited. He never did anything sexual with her, but more times than not did ponies mistake them for being lovers.

For some reason, that made Twilight smile.

“So, is this the reason you wanted me to come with you?” Shining Armor asked. Twilight tightened her hold on her brother before answering.

“You're still mine,” Twilight admitted, “I'm just more okay sharing you than I was ten years ago.”

Shining Armor laughed awkwardly, “That's good to know, I guess.”

She didn't know if he meant him being hers still, or that she was okay sharing him with Cadence. She didn't care either.

“Shiny, do the ponies here hate me?” Twilight asked.

“Not at all,” Shining Armor said, “Some of them might still be a little wary of you, but you won't be attacked the second we arrive. Why? Is that what has you so concerned?”

Twilight was silent for a few seconds before finally replying, “Maybe,” softly, not looking up.

“No one even knows exactly what happened back then,” Shining Armor said, “And if anyone does, they don't really blame you.”

“But what if I fail here?” Twilight asked, finally meeting Shining Armor's eyes with her own tear filled eyes, “It's bad enough I couldn't save Ponyville. If I fail the ponies here then-”

“You won't fail,” Shining Armor reassured, “Worst comes to worst, I'll have Sweetie Belle and Scootaloo help me with evacuating the city.”

“Fillydelphia is a big place,” Twilight said, “You can't evacuate everyone.”

Shining Armor looked away seriously, “I know, but I can evacuate as many as I can. That's my duty as Mayor of Fillydelphia. As for you, just do what you can,” Shining Armor said, “That's all anyone can ask.”

Twilight kissed her brother on the lips softly, and continued to lie on him, not voicing her true fears. That what she could wouldn't be enough. In the end, she'd lose everything. The city, the ponies living here, even the stallion laying under her.

No, that won't happen. I'm stronger now.

I won't lose you like I lost Trixie.

“Twilight, are you crying?” Shining Armor asked.

“Sorry,” Twilight said fighting back her tears, “I'm just... scared is all...”

Shining Armor tightened his embrace, lulling Twilight into a more peaceful mindset. Before she knew it, she had drifted off to sleep in her brother's forelegs.


“Okay lovebirds, time to get up,” Scootaloo said, “We're here.”

When they went to check on them, Twilight and Shining Armor were in the most awkward position. Twilight was practically straddling Shining Armor, and he had his forelegs wrapped around Twilight in a way one would expect him to hold Cadence.

Maybe that whole incest thing ten years wasn't just her darkness acting up.

Twilight and Shining Armor got up and walked out of the carriage. They had arrived next to Shining Armor's estate, which allowed them to go right in and avoid the large crowd that would have most likely amassed if they had walked through town as they were. Scootaloo and Sweetie Belle actually did catch a few looks from ponies as they passed by. Apparently they remembered them.

Ironic being back here for the opposite reason than ten years ago.

“Let's head to my study,” Shining Armor said, “We can discuss our plan there.”

Sweetie Belle, Scootaloo, and Twilight nodded and started heading into the estate, but Sweetie Belle stopped and turned to look at the city.

“You okay Sweetie Belle?” Scootaloo asked.

“We still haven't heard anything from Diamond Tiara or Silver Spoon,” Sweetie Belle said, “I'm getting worried.”

“We'll search for them after saving Fillydelphia,” Scootaloo said, “They're alive, I know it. Diamond Tiara is that “Appriser” thing or whatever, and Silver Spoon is resourceful. Besides, if any of them were hurt in anyway we'd feel it. I know you'd feel Silver Spoon.”

“Yeah, true,” Sweetie Belle said with a sigh walking into the estate. The building was grander than Sweetie Belle and Scootaloo remembered, but they hadn't been here for ten years. It looked like they redecorated though.

The study was a simple room one would expect a former military stallion to have. There was a large map of the entire world on the desk, and lots of books on the shelves that flanked the door. On the desk there was a picture of Shining Armor with Cadence and Twilight, the two Alicorns at either side of the stallion kissing him on the cheeks.

“Alright,” Shining Armor started turning to the three mares in the room with him, “Let's get started. While you were driving, did you see any members of the Sons of Midnight?”

Scootaloo shook her head, “And not from lack of looking either. Sweetie Belle and I kept our eyes peeled for anything that remotely looked like the Sons of Midnight. If they're out there, they're hidden pretty well.”

“At this point, I'd expect them to be in hiding,” Twilight reasoned, “They'd have to know that we're onto them. They'd be stupid to just walk out in the open like before.”

“I bet Scootaloo and I can find their members,” Sweetie Belle said, “If we do, you can use your geas on them to get information on the spell, right?” she asked Twilight, referring to what they started calling the Power of the Queen.

“Yes,” Twilight said with a nod, “When we learn the location of where they're casting the spell, one of you should infiltrate the ceremony while the other one helps Shining Armor with evacuations.”

“I can help out with that,” Scootaloo said, “I can fly around all of Fillydelphia and gather as many ponies as I can, then Shining Armor can explain the situation to them.”

“As long as they don't attack like they did in Ponyville we should be fine,” Shining Armor said.

“That makes me wonder,” Sweetie Belle said, “Why did they attack like they did? Wouldn't it have been easier to just cast the spell in secret?”

“We still don't know how that spell works,” Shining Armor explained, “As far as we know, they had to stir up negativity in order to cast it. Either that, or they were searching for something.”

“Well, in Ponyville they not only found Diamond Tiara,” Twilight said, “they stole the Element of Honesty, almost captured me, and disabled the Element of Laughter somehow. I think that attack was a diversion and attempt at sabotage.”

“An attempt that worked,” Scootaloo said as she and Sweetie Belle looked away in sadness, “We lost that fight badly...”

“Last time we didn't have a plan,” Twilight said, “This time we know about our enemy, and can plan ahead.”

“And this is a good plan,” Shining Armor added, “I'll go and see if I can get a head start on evacuations. We'll meet back here in an hour to discuss what we've learned.”

Twilight nodded and turned to Sweetie Belle and Scootaloo, “Let's go.”

Sweetie Belle and Scootaloo nodded and galloped after Twilight into the town. The only thing they were missing was Trixie, and they'd have the whole team back together. It felt really odd, thinking about that time again, but now wasn't the time to reminisce. They had a city to rescue.


“Are you sure she's here?” Tracy asked his “partner”. It felt odd working with this pony, considering how they met, but that power of hers proved to be pretty useful.

“Positive,” she said, not removing her black and silver cloak which was similar to Black Sun's, “Twilight Sparkle has a unique magical signature, so it was easy to pinpoint.”

“Hm,” Tracy said nodding his head, “That power is really something else. My question is, why aren't you using that to find the Appriser? Since Black Sun wants her so badly.”

“Believe me, that's next on my list of things to search for, along with the Sword of the Condemned,” the cloaked mare said, “The Master wanted me to ensure you reached your target first though.”

“Hmph,” Tracy said waving his mane to the side, “He makes it sound like I'm one of his pawns.”

“Aren't you?” the cloaked mare asked, “Aren't we all?”

“Maybe,” Tracy said, “You better stick around. I don't plan on associating with the Sons of Midnight any more than I have to for this mission.”

Tracy trotted into the city, leaving the cloaked mare as she watched him. He looked so feminine, yet carried himself in such a masculine way. It was an odd contrast that made him seem even stronger. She scanned the magic signature of Twilight again, also seeing two other familiar signatures with her.

“I hope you guys can forgive me for this,” she said, “For what it's worth, I'm sorry.”


Scootaloo walked into a bar and sat by the counter. Still wearing her biker armor and helmet, she looked pretty intimidating, which was exactly the look she wanted to portray.

Outside, Twilight and Sweetie Belle were watching her closely. Scootaloo said she'd order a drink, and scope out the entire bar for anyone who looked suspicious. She'd then motion with her tail letting them know if she found anyone, and then walk past them and bump them lightly, letting them know who it was.

From where they were, they saw Scootaloo take a sip from her drink, and then look around. She didn't move for a few minutes, but Sweetie Belle noticed her tail twitch up.

“That's the signal,” Sweetie Belle said.

“Did she find someone?” Twilight asked.

“I think so. Hold on.”

Scootaloo waited a few seconds, finished her drink, and then started walking in the direction of the restrooms. On the way, she bumped into a dark green Pegasus stallion who looked a little nervous for some reason. He looked irritated with Scootaloo for a second, but stopped himself when he saw her. Her helmet was open, so he either was terrified of her, or he thought she was hot. Either way he didn't make a scene and Scootaloo vanished into the restroom.

That was the only stallion she bumped into. He was the one.

“My turn,” Sweetie Belle said getting up and adjusting her mane, “I've been waiting for this part.”

Twilight shook her head. In the last ten years Sweetie Belle had almost become a spitting image of her older sister. She was a natural and shameless flirt, wore the same kind of make-up albeit with different shades, and yet possessed the same fire in her eyes.

As such, she knew exactly how this was going to play out.

Sweetie Belle sauntered into the bar, her tail swishing back and forth along with her hips. The way she was walking combined with her black dress and fishnet stockings gave her instant sex appeal, and everyone in the bar had their eyes on her.

Any other time, Sweetie Belle would have indulged in the attention, but she was a mare on a mission. As such she met eyes with the stallion Scootaloo bumped into. All she did was look at him, but while everyone else in the bar just thought she was hot, the Pegasus couldn't take his eyes off of her.

Psychokinesis, a mare's best friend.

She went to the bar and waited for the waiter. After a few seconds the stallion walked over to her.

“A fine lady like yourself shouldn't have to pay for her drink,” he said to her.

“Oh? Are you here to offer me an alternative?” Sweetie Belle asked, putting an extra seductive edge into her words. Not overly playing it making her sound too sexy, but going for a more cute feel, adding contrast to her look.

Sounding sexy is less about trying to sound like s seductress and more about knowing how to talk, and how to carry oneself. Try to be as natural as possible, and focus on getting him to think about you.

The stallion was about to get the bartender's attention, but Sweetie Belle put her hoof on the stallion's, “I'm actually straight edge. I came here searching for someone who could give me a good time.”

The stallion nodded in understanding, now with the stupidest grin on his face. Looked like it was working.

You don't have to pretend to be someone you're not. Even at your young age you can seduce a stallion easily, simply by letting him know what it is you want. Stallions in bars are only there for one thing after all, so the easier they can get it, the better... for you that is.

Using her psychokinesis at full power, Sweetie Belle got real close to the stallion and whispered into his ear, “There's an alleyway right outside that no one goes into. Why don't you follow me there?”

“Uh... sure...” he said with a slightly glazed over look on his face. Yep, he was putty in her hooves now. She trotted out of the bar, escorting her charge out as well and leading him to the alley where Twilight was waiting.

Once they arrived in the bar, Sweetie Belle released her psychokinetic hold on him and he looked around confused, “Huh? Hey, how did I get out here?”

He saw red eyes in the darkness glaring at him. He tried to step back, but Scootaloo stood behind him blocking his way.

“Where do you think you're going?” Scootaloo asked.

The stallion turned back around too see Twilight walk out of the darkness, a red star now glowing in her left eye.

“Answer all of my questions truthfully,” Twilight commanded. The stallion's eyes lost focus as the hypnotism took affect.

“Yes, my queen...” he said slowly, “What would you like to know?”

“Are you a member of the Sons of Midnight?” Twilight asked, wanting to confirm if they got the right pony.

“I am,” the stallion said, “I've been a member for at least two years now.”

“Is this city one of the locations of one of the locks keeping my father sealed away?” Twilight asked.

“It is,” the stallion said, “Right in the center of the town.”

“When and where do you plan on unlocking it?”

“Tonight at around ten, in an alleyway south of the town square.”

“Shit,” Scootaloo swore, “That doesn't give us a lot of time to get everyone out of here.”

“Will they attack the citizens here just like they did Ponyville?” Sweetie Belle asked.

“Good question,” Twilight said turning to her geased victim, “Well? Will the Sons of Midnight attempt to attack Fillydelphia like Ponyville?”

“From my understanding... that attack was an attempt to draw out the Elements of Harmony... and identify those who would oppose the will of Katastroph...”

“So you guys just wanted to know who had enough balls to fight back, huh?!” Scootaloo asked angrily, “Do you know how many lives you destroyed in that attack alone?!”

“Scootaloo, calm yourself,” Twilight said, “Right now isn-”

“It's okay...” the stallion said, “After all, all the lives lost can be brought back when Katastroph becomes God of the new world.”

“What...?” Twilight asked in horror, “That's what my father wants...?”

“Twilight?” Sweetie Belle asked, “Are you okay?”

“Is that why he wanted me to destroy Equestria?!” Twilight shouted, “So he could rewrite it in his image?!”

“Wait, what the hell?” Scootaloo asked, “Rewrite the world? How is that possible?”

“Katastroph is just as strong as Faust...” the stallion continued, “Once he's released and has the Sword of the Condemned in his possession... he will be invincible...”

“I won't let that happen!” Twilight said, “I'll stop him, I'll stop my father no matter what! Get out of my sight! You're memory of this conversation is lost!” she continued, almost sounding like how she did ten years ago.

“I understand, my queen...” the stallion said walking away slowly. Twilight was seething, and Sweetie Belle found herself afraid to approach her.

“Twilight?” Sweetie Belle asked slowly.

“You cool?” Scootaloo continued. It took a second, but Twilight pulled herself back to reality.

“We need to tell Shining Armor this,” Twilight said exiting the alley.

“Sweetie Belle, do you really think they can rewrite the world?” Scootaloo asked slowly.

“If they can, I'm afraid of what we're up against,” Sweetie Belle admitted, “Stopping demons is one thing, but this sounds almost like trying to fight God.”

They followed Twilight back to the estate. They'd have to ask her what was going on later, assuming they didn't just figure it out during the conversation with Shining Armor.


“Rewrite Equestria...?” Tracy asked stepping out from behind the dumpster he was hiding behind to listen to their conversation, “What the hell?”

He was already on the fence with these Sons of Midnight, but now they were really starting to look like nut jobs. He wanted to kill Midnight, not destroy the world. Just what was he getting involved with?


“What?!” Shining Armor exclaimed after Twilight, Sweetie Belle, and Scootaloo told him when they planned to strike, “They're casting it at that soon?!”

“Yes,” Twilight said looking down, “That only gives us five hours from now, and with how big Fillydelphia is...”

“They can't cover the entire area with that spell though, can they?” Sweetie Belle asked.

“All of Ponyville and a good deal of the Everfree Forest was destroyed the last time this was done,” Twilight stated, “They might just get the entire city, but if anypony is still here besides me, they're dead.”

“Wait, besides you?” Scootaloo asked, “Why would you be okay?”

“The spell uses the same magic that empowers me, so I'd survive,” Twilight explained, “But no one else would.”

“We need to get to work on evacuating the town,” Shining Armor said, “Scootaloo, can you help me with that?”

“Sure thing,” Scootaloo said with a nod. All of a sudden Twilight was filled with the biggest amount of dread as she looked at Shining Armor. The same sort of dread she got thinking about Celestia.

No...

“Shining Armor, wait!” Twilight called out, stopping her brother.

“Twilight?”

“Um, Scootaloo, wait outside with Sweetie Belle,” Twilight requested, “I need to talk to Shining Armor privately.”

“Um, sure?” Scootaloo said/asked. She looked at Sweetie Belle, who shrugged her shoulders, and the stepped out of the room closing the door behind them. Shining Armor walked over to Twilight placing a hoof on her shoulder.

“Twilight, what's wrong?” Shining Armor asked, “You know we don't have a lot of-” she was cut off by Twilight's embrace.

“I don't want you to go!” Twilight cried, tightening her embrace on Shining Armor.

“Twilie, what brought this on all of a sudden?” Shining Armor asked, placing a hoof around his distraught little sister.

“I don't know, but when I think about you stepping out of that door, I feel like it's going to be the last time I ever see you!” Twilight started crying for some reason, “Please don't go! Stay by my side!”

“Twilight-”

“I can protect you! I'll make sure nothing happens to you, so-”

“Twilight!” Shining Armor called out, stopping Twilight and looking her dead in the eyes, “You know that I have to do this.”

“But-”

“The ponies of Fillydelphia are going to be more inclined to listen to me than they will Sweetie Belle and Scootaloo. We discussed this, I'm the best one to handle evacuations.”

“Yes, I know. But-”

“I promise, I won't die,” he said soothingly, “We'll stop the Sons of Midnight here, and we can all go home back to Canterlot and have a date, just you, me, and Cadence, alright?”

Twilight still felt afraid, but she nodded all the same. She kissed Shining Armor deeply on the lips, lingering in the same manner she did ten years ago, only this time he didn't push away.

“Before you go, I have to ask you,” Twilight started, “Ever since ten years ago, you've been really close to me, even though you're married and I'm dating Celestia. You know that even with those things, I still...”

“You still have feelings for me?” Shining Armor said, surprising Twilight. He knew?

“Uh...”

“If you're wondering, Cadence could tell, being the Alicorn of Love and all,” Shining Armor said with a smile, “That, and you're not exactly trying to hide it.”

“So, you're okay with... me?” Twilight asked.

“Of course I'm okay. Twilight, you're my little sister. Yeah, it's a little odd, and I'll admit that the first time I wasn't too sure about how I felt about it, but Cadence helped me come to terms with it.”

“Cadence helped? But... after what I did to her... why would she...?”

“Because she loves you and wants you to be happy and comfortable, just like me. That's why I accept your feelings for me, even the incestuous ones. What kind of cool big brother would I be if I didn't?”

That got Twilight to laugh, but she still was terrified, “Shining Armor, I love you so much.”

“I love you too, Twilight.” Twilight kissed Shining Armor again before letting him go.

“You better come back to me,” Twilight said seriously, yet somewhat playfully.

“I will,” Shining Armor stated, “Just stop that spell.”

Twilight nodded to Shining Armor and watched as he left the study, that feeling still present. Celestia had told Twilight that all Alicorns had a sixth's sense, which manifested in different ways depending on the pony. Twilight was hopping that she wasn't feeling that, but somehow she just knew. Shining Armor was...


It was dangerously close to crunch time, and they still needed to get things set up to stop the Sons of Midnight. Scootaloo wanted to help Shining Armor with evacuations, but Sweetie Belle still needed help infiltrating the ceremony.

It took a bit of searching, but they eventually found where they were meeting. There were a ton of them, all of them wearing cloaks like before. Standing in front was what looked like the leader, wearing the same sort of cloak that Black Sun wore, but was clearly a mare.

Scootaloo flew around over using her psychokinesis to stay hidden, and then flew down back to where Sweetie Belle and Twilight were. Twilight and Sweetie Belle had their horns locked together as magic seemed to transfer between them.

“I couldn't hear anything,” Scootaloo said walking over to the mares, “But I was able to knock one out and steal their cloak. She should be out for the whole ceremony.”

“Good,” Twilight said softly, “There, we should be connected now. All you have to go is focus on me and we'll be able to communicate telepathically as long as we're in the same general area.”

Sweetie Belle opened her eyes and nodded, “Thanks Twilight,” she said donning the cloak Scootaloo brought with her.

“Are you sure you want to do this?” Scootaloo said, “It's dangerous to be so close to them. Maybe I should-”

“You're faster than me,” Sweetie Belle said, “I wouldn't be able to help with evacuations as much. I'll be fine, Scootaloo.”

Scootaloo sighed looking concerned, but she nodded in acceptance. Sweetie Belle understood, since she was definitely the more fragile of the group, but she wouldn't let that stop her. She was the Element of Generosity's sister. If Rarity were the one, she'd insist on being the spy herself.

Rarity...

“I'll be with her too,” Twilight said, “so you don't have to worry. Just look after my brother, okay?”

“I won't let anything happen to him,” Scootaloo said, “Good luck guys.”

Scootaloo flew into the air and disappeared. Sweetie Belle took a deep breath and trotted toward the ceremony as Twilight flew onto the roof. It would be up to Sweetie Belle to let Twilight know when they were casting the spell.

She pushed her way deeper into the crowd, not taking her eyes off the leader. If she could, she would have struck the leader down here in order to put a swift end to their schemes and also to get revenge for Ponyville. However, that wouldn't bring her home back. Also, the leader this time around was an Earth Pony, so the spell would be cast by the unicorns at her side.

Sweetie Belle activated her horn a bit and focused on Twilight, “Twilight, I think I'm close enough to hear them,

Good. Is anything happening yet?

No, which is odd,” Sweetie Belle said mentally looking around, “It looks like they're waiting for something. Hold on,” Sweetie Belle saw that stallion that looked like Trixie be called up to the stand. The leader whispered something to him, and he nodded before walking off, “Tracy was here, but the leader just sent him somewhere.

I saw. From where I am it looked like he teleported. I don't know where though.

“Now that everyone's here,” the leader said, her voice sounding very familiar to Sweetie Belle, “We can get started. But first, you should come out Sweetie Belle. There's no reason to hide.”

Sweetie Belle's heart leaped out of her chest as all the Sons of Midnight parted around her. One of the members threw off her cloak, exposing her to the crowd. She looked around, her eyes stopping on the leader, who she was finally able to get a better look at.

Wait, is the leader wearing glasses?

No way...

“Eclipse, the mages are ready to begin,” one of the unicorns said.

“Get started then,” the leader, Eclipse, said before turning back to Sweetie Belle, “Bring her up here with me.”

The Sons of Midnight pushed Sweetie Belle forward to where the leader looked down on the other members. Being this close, she couldn't just see it, she could feel it. The power that she shared with all of her dearest friends, this one feeling more mechanical than the others.

“S-Silver Spoon...?” Sweetie Belle asked looking at the leader, who pulled down her hood revealing her gray coat and long wavy silver mane.

“It's going to be okay, Sweetie Belle,” Silver Spoon said, “I won't let anything happen to you.”


Twilight! The leader is Silver Spoon! I don't know how, but she knows about us!

Damn it! Sweetie Belle, use your magic to-

“AUGH!!!” Twilight screamed as something shot her side, knocking her down. She slowly looked up and saw Tracy trotting over to her, one foot in front of the other.

“This is the end, Queen of Darkness,” he said venomously, “Tonight, you're coming with me.”

“Tracy...” Twilight said forcing herself to her feet, “I know you hate me, but right now isn't the time for us to fight! The Sons of Midnight are going to kill everyone in this city just like they did Ponyville!”

“They'll get what's coming to them don't worry,” Tracy said, his entire body charging with electricity, “But first, you have to get what's coming to you!”

Tracy shot a bolt of electricity at Twilight, who jumped away summoning her orbitals. She landed and held them in front of her to absorb his next assault of magic, and then threw them out hitting him in the face knocking him back. Twilight looked back to the surface and saw that the Sons of Midnight were casting the spell.

“Oh no...! I have to hurry!” Twilight flew down into the crowd right before Tracy could hit her, “Sweetie Belle, start singing!”

Sweetie Belle nodded and began singing, but right before any spells could be performed, Silver Spoon turned to Sweetie Belle and looked into her eyes, a familiar red star appearing in her left eye.

“SILENCE!!!” Silver Spoon commanded. Sweetie Belle stopped singing immediately, looking at Silver Spoon fearfully.

“What's wrong?!” Twilight asked, “Why did you stop?!”

I'm sorry Twilight, but I can't...” Sweetie Belle said mentally, lying on the ground trembling, “She told me to stay silent, and for some reason... I can't bring myself to disobey...

Silver Spoon looked down at Sweetie Belle, and for a second it looked like something came over her before she shook it off and turned around, “Continue casting. This one is powerless to stop us now.”

“NO!!!” Twilight screamed jumping toward one of the mages, but Tracy shot her in the side again knocking her into a wall.

“Tracy, my power won't work on her,” Silver Spoon said, “Twilight is yours.”

Tracy began firing at Twilight, who used her orbitals block his attacks and get in a few of her own. She wanted to use her larger spells, but with so many ponies here she'd hurt them too.

Which was exactly why they were still there watching...

“Hard, isn't it?” Silver Spoon asked trotting around the makeshift stage watching the fight, “You can't use your bigger spells too fight back. Well, you could, but that would more than likely kill the “innocent” ponies standing here watching.”

“Silver Spoon, what's going on?!” Twilight asked through gritted teeth, “Why are you helping the Sons of Midnight?!”

“Because unlike a certain demon princess, I'm loyal to my family!” Silver Spoon said cryptically, “This unit's loyalty belongs to its family first, something that you wouldn't know anything about.”

Tracy shot his Thunder Dragon spell at Twilight, knocking her into another wall. After she fell to the ground, Tracy cast another spell electrocuting her continuously and dispelling her orbitals.

“I... won't let... him have... his... WAY!!!” Twilight screamed, her magic pushing Tracy back and setting herself free. She galloped over to the front of the stage preparing her disruption spell. She only needed a few seconds to charge it up, and once it was ready she'd put a stop to all of this.

One of the mages was about to stop her, but Silver Spoon held her hoof out strangely. After her magic touched the affected area, Twilight understood why.

Her magic was being pulled out into the spell making it stronger!

“W-what's going on?!!!” Twilight cried, “Why is-”

“Did you really think that a demon could stop demonic magic?” Silver Spoon asked, “All you did was ensure that we'd get everyone in Fillydelphia.”

“Wait... what...?” Twilight said looking at Silver Spoon in horror.

“We only had enough power to engulf half of Fillydelphia, but now the entire town will be a tribute to Katastroph. Looks like you did help your father after all.”

“But I...” Twilight said falling to the ground, “That wasn't... what I wanted to...”

Before Twilight could find the words, another Alicorn landed in the alleyway. Twilight turned to the figure and received the shock of a lifetime.

Luna...


As ponies galloped out of town frantically, Shining Armor looked in the direction of the alleyway and saw a red wave shoot out into the sky. Was that the spell? Was Twilight not able to stop it?

“Twilight!” Shining Armor shouted as Scootaloo landed next to him.

“Hey, what's that?!” Scootaloo asked.

“Twilight's in danger! I'm going back!”

“Whoa, hold on!” Scootaloo shouted galloping in front of him, “Twilight's protected against that spell, but we're not!”

“I turned my flank on her once, and that was one time too many!” Shining Armor pushed past Scootaloo and galloped back to the alleyway. Scootaloo shook her head and flew after him. She promised Twilight that she wouldn't let anything happen to her brother, and she was going to keep that promise even if it killed her.


“Luna?” Twilight asked, “Did you save Applelossa...?”

Oddly, Luna said nothing. All she did was look at Twilight briefly before turning to Silver Spoon, “I was asked to seek you out. One of your own said you could grant me my wish?”

“So you're the one my father said to wait for,” Silver Spoon said, “If I'm right, then my father should be done in a few seconds. But are you sure you're okay seeing this? You'll know what it means, right?”

Luna looked down seriously, “If what I was told is true, then I won't have any tears to shed anyway.”

“Luna, what are you doing here?” Twilight asked getting to her feet, “What happened to-” Luna summoned her glaive and pointed its blade at Twilight, “L-Luna?”

Once again, all Luna did was glare at Twilight. Why wouldn't she talk to her? She was being so weird right now. Tracy charged up his magic again casting another Thunder Dragon. This time Twilight moved out of the way, but Tracy charged after her and clashed horns with her.

“Luna! Help me!” Twilight begged, “I need you!”

“Oh?” Luna said turning to look at Twilight with a raised eyebrow, “You need me? You're the all powerful Queen of Darkness though.”

She couldn't believe what she was hearing! Luna was standing right there but she wouldn't help her?! What was going on?!

Twilight and Tracy clashed horns for a few seconds, until Twilight jumped away and threw her orbitals around with her magic. Tracy blocked with his magic and dodged, approaching Twilight slowly as she backed away out of the alleyway, which she assumed was the safe zone.

Luna continued to watch the entire time, never moving.

Sweetie Belle, who had been oddly cowering on the floor in front of Silver Spoon the entire time, sat up and began charging up her magic running over to Twilight.

“Stop where you are!” Silver Spoon commanded, Sweetie Belle stopping in her tracks, “It isn't safe out there. Come back to my side, Sweetie Belle.”

Sweetie Belle closed her eyes in sadness and trotted back to Silver Spoon's side, once again Silver Spoon looking like something came over her. Something almost beastly.

Twilight and Tracy jumped away from each other, and Twilight began charging up her stronger magic now that she was in the clear. Tracy seemed to get the same idea, because he began charging up his magic as well.

“STORM AVATAR!!!”

“HELL WAVE!!!”

A bolt of lightning hit Tracy's horn empowering him at the same time as Twilight's largest attack being launched. Tracy, shockingly withstood the attack and then galloped over to Twilight slashing wildly with his horn. Twilight's eyes turned red as she summoned her orbitals moving with them while she threw them in response to Tracy's attacks.

All of a sudden, something came over Twilight. An intense magic unlike anything she had ever felt as Twilight, but was oddly familiar as Midnight. Something warm, and intense. It was the Code for Orbital Control!

But for that to be transferred to her... that would mean...

“How...” Twilight said stepping back, “Celestia... this belongs to you... so why...”

“I don't... believe it...” Luna said wide eyed, “Celestia... why wouldn't you choose me...? You're own flesh and blood...”

Tracy stopped casting his spell and looked at Twilight in confusion, “What was that magic just now? It was like she was hit by the sun itself...”

“Why you?!” Luna screamed charging at Twilight knocking her down. Twilight got up, but blocked Luna's next stab with her horn. She sat up and clashed horns with Luna, meeting horns as Luna glared at Twilight intensely, “I'm her sister! Her flesh and blood! Of all the ponies, why did she pick you?!”

“P-pick me...? But...” Twilight asked, praying that what she thought happened didn't happen. That was the only explanation, but there was no way...

“That power... the Code... was meant to go to me...” Luna said, tears of rage in her eyes, “Celestia had NO RIGHT to give it to a demon!” as she spoke, a red star was being drawn in her right eye, “If that's what Celestia wishes for Equestria, then I renounce it! If it means I can take Equestria back, then I accept the Darkness of Katastroph!”

The star formed in her eye, and Luna suddenly disappeared. In that same second Twilight felt a sharp pain in her body, causing her to fall over. She was in too much pain to move as Luna stood behind her somehow.

“This power enhances my Chronomancy,” Luna said darkly, “With this I no longer have to abide by the rules of time if I choose to stop it. Now I'm able to merely avoid time all together.”

Twilight forced herself up and launched an orbital at Luna, who activated her star again. In another split second Luna vanished, and Twilight felt so much pain she screamed and coughed up blood. This time Luna was back at the entrance of the alleyway.

“Come Luna,” Silver Spoon said, “The spell is about to take complete hold.”

Luna sighed and trotted back into the alleyway. Twilight looked in the alleyway and saw the Sons of Midnight vanishing into the darkness. Sweetie Belle looked at Twilight in sadness and fear, holding a hoof out to her pleadingly.

“Sweetie Belle, you're to come with us too,” Silver Spoon said softly. Sweetie Belle looked like she was going to cry, but she still walked after Silver Spoon into the darkness. Twilight looked up and saw that the pillar was about to emerge. Maybe now with this new magic, she could stop it.

“I... just have to... get...” Twilight said crawling back into the alleyway.

“This changes nothing!” Tracy said charging up his magic, “Queen of Darkness, tonight Trixie will be avenged!”

Right before he could fire, a shield appeared in front of Twilight defending her. Twilight looked and saw Shining Armor galloping over to to Tracy. He drew his sword and began slashing at Tracy, who reactivated Storm Avatar to clash his horn with Shining Armor's sword.

At the same time, a stream of fire shot down at Tracy, who looked up and saw Scootaloo flying down with her flamethrower activated.

“Twilight! Stop the spell!” Scootaloo shouted urgently.

“We'll cover you!” Shining Armor shouted, blocking Tracy's electric blast with his sword.

Twilight crawled over to the base of the pillar as it began to form. With tears in her eyes, she pointed her horn at the pillar, attempting the spell again. Sadly, she immediately felt the pillar latch onto her magic, forcing her to stop casting.

“I can't!” she cried, “If I try to stop the lock, I'll only make it worse!”

The pillar began taking form. Twilight looked out and saw that her brother and Tracy were at opposite ends, Scootaloo right next to Shining Armor. Twilight had to think fast. In a few seconds, everyone was going to-

“Scootaloo, fly out of here!” Shining Armor commanded, “Fly at your top speed and get out of Fillydelphia!”

“But what about-”

“Do it now or you'll die!” Shining Armor commanded. Scootaloo looked at Twilight for a split second, and then spread her wings.

“I'm coming back for you! I promise!” Scootaloo said before talking off, doing her fire equivalent of the Sonic Rainboom. Twilight looked at Shining Armor and Tracy, both of them too far away from each other. At this rate she could only save one.

On one hoof, her brother who came all this way to rescue her...

On the other hoof, the last living connection to Trixie, the pony she loved...

Shining Armor looked at Twilight and chuckled, “You're heart is too pure to be a demon,” he said with a smile before charging over to Tracy.

“What the hell?!” Tracy shouted locking horns with Shining Armor right before Shining Armor threw Tracy over to Twilight.

“Shining Armor!” Twilight screamed.

“I love you Twilie,” Shining Armor said, tears in his eyes, “I know you'll save everyone.”

Twilight had no choice. Using her magic, she enveloped herself and Tracy with demonic magic, creating a makeshift shield around them. At the same time, the pillar formed behind them, and Twilight saw Shining Armor cringe in pain as red cracks appeared on his body.

“SHINING ARMOR!!!!” Twilight screamed. Shining Armor gave Twilight one last smile as both Twilight and Tracy saw the most horrifying thing in their lives.

Shining Armor's entire body shattered as if made of glass.

Everything froze for Twilight. All of a sudden, she didn't see Fillydelphia, nor was she aware of Tracy. All she saw was the spot where Shining Armor was lying on the ground, right before exploding. Unable to process what just happened, she just sat there staring at the now empty space. She thought she heard Tracy calling out to her, but she didn't care about anything.

Her brother was now dead, and with him, her entire world went dark as she fainted from the shock.