Sins of the Ancients

by Tundara

Chapter Eighteen: The Harrowing of Ponyville

Sins of the Ancients

Chapter Eighteen: The Harrowing of Ponyville

"Love will fall, a black spear piercing her Heart,
The Flame flies strong, a reprieve granted through sacrifice."
-From the Prophecy of the Purple Wizard

Cadence screamed as she flew backwards, knocking Shining Armour and the guards behind her aside. Bouncing once, the Princess rolled to a groaning stop. It had only been a single blow, one partially absorbed by Shining Armour's shield spell, and it had still felt like a mountain had fallen on Cadence's head. Groggily, she tried to lift herself back up.

This was bad, and she was entirely the wrong pony for this. Cadence was even beginning to believe that Shining was right, and she should run and try to evacuate as many of the townsfolk as she could. It had been over seven hundred years since Cadence had done anything remotely related to fighting, and that had been organised fencing against her aunt, and one of her aunt's students.

Back on her hoofs, shaky as they were, Cadence tasted an odd metallic tang in her mouth. Spitting on the ground, Cadence felt a lance of shock shoot up her back at the sight of blood, her blood. Nothing had ever hurt her before in all her long life. Turning her head to look at the approaching, and cackling, demon, Cadence started to back away. She had to get away and warn her aunt. That was the most Cadence could hope to accomplish.

"This is a trick, yes? This cannot be the limits of your power," purred Stheno, the talons on her gauntlet sliding over her forked tongue. "Whatever would your grandmare say, if she saw one of her line cowering in fear? To think, that the Goddess of Valour's blood could thin so quickly. If I was capable of feeling sorrow, I'd lament for her sacrifice, if only because it denies me that chance to face her in battle again."

Cadence tried to run, to make her wings move and fly away, but she found herself paralysed by Stheno's voice. Her body locked up and she didn't know what to do. Legs trembled as the demon advanced.

Behind Stheno, the two abominations attached to the chariot had lunged at the royal guards, fire spewing from their mouths. Hastily conjured shields held back the fire, but did little to stop the demon's claws or bite. Bones crunched as two of the guards fell.

Not even the sight of two of her aunt's guards falling could snap Cadence from the fear that gripped her heart.

Smile carved onto her face, Stheno leapt at Cadence, her wings beating twice to propel her faster. Talons closed around Cadence's throat and lifted the terrified princess into the air.

"Pathetic. I thought that the Alicorns would have retained their might. I can see I was mistaken," Stheno screamed, her face inches from Cadence's. "A pity, I had hoped the first Alicorn I slew would be a challenge. You'll just have to do, since it-"

The blade of a sword bursting out between Stheno's breasts ended her tirade in a spray of black blood. A second sword, held in a blue-white telekinetic grip, slashed down on the arm holding Cadence. Gasping, Cadence fell away from the Gorgon, even as the demon's severed arm landed with a heavy thud between them.

Reaching behind her with her remaining arm, Stheno pulled the sword stabbing her in the back out with a wet squelch. On the ground the severed arm burst into flames and ash, dark oily smoke trailing from the limb.

"That was rude," Stheno said, an exasperated sigh promising pain and suffering as she turned towards the pony that had dared harm her.

Shining Armour stood with a grim determined expression on his face, pulling the saber held in his magic close in a tight guard.

"Back away from the Princess, or next I'll take off your ugly head," Shining snarled, hoof pawing at the ground.

Ignoring the captain of the unicorn guard, Stheno instead looked to the stump of her arm. Trembling, Cadence took a few steps back as she saw the Gorgon was smiling. The smoke from the burning limb began to gather around the stump, and in a hiss of boiling blood and burning skin, the arm regrowing in the space of a few seconds.

Jumping forward again, Stheno closed on Shining as the stallion stared incredulously at the Gorgon. Snapping his own sword down, only for it to be intercepted by its twin, Stheno laughed, her wings giving a little flutter of anticipation. Several times in rapid succession blade connected with blade in a single ringing tone of protesting metal.

Cadence watched in fascination as the mortal unicorn fought the demon. Ducking and weaving, Shining brought his saber up and across Stheno's midriff, her obsidian armour squealing in protest. He followed the strike with a burst of magic from his horn, a ray of dark blue energy striking Stheno and knocking her back a few steps. Pressing the attack, Shining launched a couple more rays, burning holes through Stheno's wings, holes that didn't heal like her arm.

An enraged snarl snorting from the demon, Stheno jumped into the air, wings flapping to keep her aloft. From her hand she threw a spear of ebony glass. Tipping his saber up, determination thrusting his jaw forward, Shining made to block the spear. With a deafening crack the spear shattered his saber and struck through his leg, burying itself into the ground.

Stheno didn't even taunt the writhing captain as she descended in a swoop, slashing down with Shining's own sword at his vulnerable neck.

"No!" Cadence screamed, all the fear that had been gripping her vanishing beneath a different kind of fear; fear not for herself, but for Shining Armour.

Acting purely on instinct, Cadence shoved the Gorgon with all the energy she could muster. The air around the demon shimmered with soft blue energy that tossed Stheno with the force of a tornado. As Cadence had done only a minute before, Stheno bounced and tumbled across the ground, knocking aside the two hellish bears battling the other guards.

Sparing the wounded captain a brief glance, one that saw him grip the spear pinning him to the ground with his telekinesis to yank it from his leg even as he grabbed at the saber Stheno had dropped when struck by Cadence, the Goddess of Love felt a warm, pleasant, and strong feeling flow through her. All the fears of a moment before melted away and were replaced by a tempered steel.

Cadence would not let Stheno hurt any more of her little ponies.

Stretching out her mind, Cadence felt her essence touch something that hadn't been seen for a thousand years. From deep in the Everfree a crack of thunder sounded and a streak of dark blue rocketed above the forest. Picking herself up the Gorgon glared and gnashed her teeth at Cadence, even as the streak descended and landed with a shattering report.

Beside Cadence, glimmering with the light of a full moon along its length, was a sword forged on a star plucked from the heavens.

Penumbra was its name, created by Nightmare Moon during her rebellion against Celestia while Cadence grew in her womb.

A very small part of Cadence was shocked at how eagerly the mighty blade had answered her summons. Cadence had been content these last ten centuries to let the sword linger, forgotten and lost, buried in the tunnels beneath the castle of the Royal Pony Sisters.

"There is fight in you after all. That is pleasing."

In Stheno's hands a greatsword of coiled shadows appeared. A shriek on her lips, the Gorgon leapt to the attack.

In a crash of light and shadow the two swords met, brilliant and yet soft white energy flowing along Penumbra showing hints of the hidden edge of Stheno's fell blade.

Stilling her thoughts and drawing on dimly remembered lessons taught by the monster that had been her mother, Cadence flapped her wings and took to the air. Around her she created a shell of protective magic, mimicking Shining Armour's shield as best she was able.

"This is more like it!" Stheno cried happily as the two spun and parried above the ruins of Twilight's library.

Outwardly calm, Cadence let the demon's taunts wash over her.

Cadence knew she wasn't very good at fighting, but she found her strokes falling with a precision she'd not known she possessed. It was almost like Penumbra was guiding itself and was the one using Cadence. Tucking her wings at her side only to flick them out very briefly again to spin herself around, Cadence lashed out with her hind hooves in a vicious kick as she plummeted past Stheno. In her wake flashed Penumbra, the sword held in her gentle blue telekinesis.

Stheno parried the attack with barely any effort, though the demon did clutch her ribs for a moment where Cadence's hooves had connected.

Extending her wings and banking higher, Cadence drew her opponent up and away from Ponyville until the town was nothing but a series of distant specks.

Stheno had stopped smiling, and instead battered at Cadence with rage fueled strikes. In her left hand appeared a long whip of crackling lightning. Her motions still being guided by an unseen hoof, Penumbra slashed upwards cutting through the whip. It had been a feint, Stheno tucking her own wings and diving towards Cadence. A strangled gurgle came from Cadence as the crook of the demon's arm slammed into her throat.

Briefly stars exploded in front of Cadence's vision, wind whipping at her ears. Legs and arms wrapped around each other, the Gorgon's fanged mouth biting Cadence on the joint where her right wing joined her shoulder. Cadence tried to throw Stheno off her, but the obsidian serpents that were the gorgon's 'mane' wrapped and coiled themselves around her, each biting a soft or tender spot. Venom pumped into Cadence and flooded her system. Red spots dotted the corner of her vision and for a moment Cadence thought she was going to black out. She barely felt when Stheno released her, both their swords tumbling from the sky. Cadence did feel it when she slammed into the ground, crashing on the edge of a shallow pond.

Pain, sharp like a million needles, exploded into Cadence even as a hacking cough of her blood burst from her mouth. Darkness crept into the corners of her vision, and for a moment Cadence desired nothing more than to let it claim her and end the searing agony that filled her body. But she couldn't surrender to the darkness, not while Shining and the ponies of the town were in danger.

Cadence tried to stand, but found that she couldn't feel her back legs. Lifting her head, the motion bringing on more pain that Cadence had imaged was possible to feel, she saw her motionless hind hooves laying in the murky disturbed water of the pond. Worse still, her pink coat was turning grey. She was turning to stone, Cadence realised with a sharp intake of breath.

Quickly, the goddess began to summon a spell to counter Stheno's magic. The petrifaction curse had nearly reached her wings when the counter-spell was completed.

Magic shimmered around her horn and down into her body and legs, the creeping grey stone overtaking her slowing and then began to retreat. Panting ever so slightly, Stheno alighted next to Cadence.

Grinning madly, the Gorgon bent down to whisper in Cadence's ear. Behind the demon Cadence saw Shining Armour approach, his leg wrapped with a bandage and leaving a crimson trail.

"As much as I'd love to stay and suck the marrow from your bones, I have a Door to unbar. Why don't you play with my son instead. It's been millennium since he last got to scour a town." Stheno dropped to one knee, thrusting her gauntleted fist into the earth. "Come, my Bolghul, come and feast."

Raising her gauntleted fist into the air, wisps of magic curling about her fingers, Stheno did a small hop into the air before jabbing her hand deep into the ground a second time. Ponyville trembled, a mighty crack splitting the earth, a groan resonating through Cadence as she lay in the mud. Fire, thick, greenish-blue and acrid, leapt from the crack, and from its depth stepped another creature of nightmares.

Towering above even the hellish bears, this new demon looked over Ponyville and smiled. Wings like the fins of a fish protruded from wide shoulders and ran down its back to the tip of a long tail, stopping just before a pair of twin hooks that dragged through the ground leaving shallow cuts where ever the demon walked. A frill of black horns rimmed the demons head and jutted from a short muzzle. In one mighty hand the demon held a seven headed flail, while in the other a large saber was thrust into the sky, both forged of a dark green material that dripped with hissing acid. From the demon's blue skin, a thick brackish covering like lichen on the surface of wet rocks, leaked a combination of dark grey smoke, and green fire that dribbled like slime and pooled around the demon's clawed feet.

"Have fun, my son," Stheno purred, "But leave the Princess alive for our Lord."

With a flap of her wings, Stheno took to the sky and angled southward heading towards the distant wastes and the gateway to Tartarus.

Limping and favouring his wounded leg, Shining Armour gulped and lifted his remaining saber as the demon charged with a roar like the crash of a storm on a rocky shore.

Before the demon reached Shining Armour, a streak of prismatic light descended, racing across the sky and leaving a rainbow trail in its wake. Still laying on her side in the mud, Cadence lifted her head a little. There was only one pony in all of Equestria's history that could produce such a trail. Cadence tried to cry out a warning to the mare, but all that came out was a hacking cough.

Thunder cracked as the mare struck the Bolghul, rolling and using her momentum to drag the massive demon over backwards

"You got some nerve, buddy!" shouted the Element of Loyalty, the cyan pegasus grinding her teeth and narrowing her eyes at the demon laying before her.

"Rainbow Dash, take the Princess and get her to safety!" Shining Armour barked, his tone the hard steel that demanded attention and respect. "I'll hold the beast as long as I can."

Looking like she wanted to argue, Rainbow Dash took one look at the Captain of the Unicorn Guards and did as she was told, albeit with a grumble.

"Come on, Princess," Rainbow Dash said as she scooped Cadence up, the metal war-boots the pegasus wore ducking under the princess' forelegs.

"No! I need to help," Cadence tried to protest, but it was too late. With a strong flap of her wings, the weather pony hoisted Cadence aloft and made a straight line towards the edge of town.

* * *

Spike cantered into the market, a pleased smile on his lips. Soon he'd be visiting his beloved Rarity again. And he'd get to see the not-Twilight. That still bothered him.

A small little ball of anger and sadness built in his stomach every time he thought about this 'Jasmine' pony that had done what-ever-she-had-done to Twilight. He was worried for his surrogate sister, and he was angry at himself for not noticing that something was wrong sooner.

Why hadn't he noticed something was wrong? Spike as the question over and over in his head as he winded his way through a crowd of ponies. He barely noticed how the crowd had a slight panicked edge to it, nor the nickering of fear, he was so lost in his thoughts. All he could think about was that if he had noticed something that first night than maybe none of the bad things of the previous day would have happened.

Twilight, the real Twilight, was going to give him such a lecture when she discovered that her library home had been all but destroyed. Celestia had, in private, tried to assure Spike that she knew some magic that would help repair the tree. Unlike ponies, plants were a lot easier to mend with magic. As in, it was actually possible. But there wasn't the time right now to cast the spell, so until then all Twilight's possessions, those that had survived the tree being cut in half and toppling over before bursting into flames, would have to be stored somewhere else.

But at least the Library could be fixed. That was one worry less for Spike to fret about.

Wringing his small claws together as he came out of his thoughts, Spike decided to stop in at Sugarcube Corner first. Maybe a nice sapphire muffin would make him feel a little better. The idea made him smile a little for the first time since not-Twilight and Rarity had left for Whitetail Wood the previous day. Besides, the crowd was getting really thick in the market and he didn't want to push his way to Rarity's boutique.

Opening the door Spike was greeted with the oddest sight. Pinkie Pie was standing in the door leading from the store into the kitchens. In her elastic arms were the Cake's twins, as well as saddle-bags, balloons, a snorkel, flight goggles, and what looked to be a crossbow. The pink party pony was shoving with her rump Mr. and Mrs. Cake towards the small back door of the kitchen. But what really made Spike pause was how Pinkie's mane and tail were flat, with no sign of the normal spring they carried in sight.

"Pinkie, dear, don't you think you're going a bit overboard?" Mrs Cake asked, and received a stern glare from party pony.

"No! That was the dooziest doozy I've ever doozied! And it was BAD! Very, very baddy bad, like cupcakes with pimento, alfalfa and worms bad. No, worser even! And it said get the hay out of town. And that's what you're doing. I've never ever in forever felt a doozy like this and with all the weirdy not-funness that's been happening I don't want you getting hurt."

"Pinkie, what's going on?" Spike asked as he approached the arguing group.

The twins had started to sniffle at the unusual tone coming from Pinkie and both their parents had looks of pure exasperation. Pinkie, on hearing Spike's voice twisted her head around. Blinking a few times Spike almost wondered how she was able to turn her head around like she was an owl, then he reminded himself; it was Pinkie Pie.

"Spike! You need to go too! Get Rarity and that meanie-saddle Jasmine and take them to Fluttershy's. I need to make sure all the other ponies are warned."

"Um, warned about what? You're kind of-"

It was at this point Murphy's Law decided that it was a good idea to stomp into the bakery in the form of a pegasus guard in glittering, but battered, armour crashing through the roof. A moment later, before the guard had even come to a stop, a deep trembling roar made the rafters of the bakery shake.

"Ah! It's already started!" Pinkie screeched as the guard bounced once and rolled to a stop next to the cupcake display. Renewing her efforts to push the Cake's out of the bakery, Pinkie didn't seem to notice or care about the stares being directed towards the groaning guard. "Spike, come on! We- eep!"

Spike's head snapped up from staring at the guard towards Pinkie. The earth pony had reversed her direction and was now pushing her adoptive family with all her considerable strength towards the front door of the bakery. As he was about to ask why Pinkie had changed directions, he found the answer appear in the form of the back wall of the kitchen vanishing in a shower of crashing wood, plaster, and blue-green fire.

The next instant a creature Spike could only describe as a bear from his worst ice cream induced nightmares filled the gap where the wall had been moments before. Eyes flashing an evil green it settled its gaze on the small dragon.

"Everypony, RUN!" Pinkie screamed at the top of her lungs, shoving the Cakes out the front door as a wave of liquid fire flowed from the bear's mouth towards Spike.

The dragon barely had time to gulp before the fire was upon him.

* * *

Fluttershy smelled the thick acrid stench of sulphur on the air before she heard the screams or saw a group of ponies race past her cottage. As they passed one turned to look at Fluttershy, terror filling her eyes.

"Everypony run!" she screamed, and then she ran into the Everfree Forest.

Stunned for a moment, Fluttershy turned to face Ponyville and saw several tall pillars of smoke reaching into the air. On the wind the faint screams of ponies in distress touched her ears and made her heart ache.

"Oh no, what's going on, Angel?" she whimpered, turning to the small white rabbit at her side. "Oh dear, Spike! He's in town! What should I do Angel? What should I do?"

The rabbit didn't answer, instead a great plume of fire roared from somewhere near the town's market followed a moment later by a deep guttural roar.

"Is the town under attack? Oh dear, what should I do, Angel Bunny? I don't want anypony to get hurt, but what can I do?"

The rabbit gave her a deadpan look that screamed, 'Are you kidding me?'

"Y-you're right, Angel, I got to at least t-try to help."

The look transformed to one of worry as the rabbits owner opened her wings and took off towards the town.

Flapping her wings in haphazard beats, Fluttershy looked down on the fleeing crowd of ponies. It was worse than the time parasprites had almost eaten the town. A few of the ponies even showed signs of hair having been burnt or cuts. Chewing on her lower lip Fluttershy flew faster. She arrived in the town square just in time to see the back side of Sugarcube Corner swept aside by the massive paws of a six legged, ram horned bear.

Roaring into the hole in had created, the bear spewed a wave of green fire.

"Pinkie!" Fluttershy shrieked, tucking her wings to her side briefly to dive down in front of the monster's face.

"Listen up, Mister," the normally timid pegasus snapped, her voice so sharp it could cut down an oak in a single blow if it were a blade. "You don't go around making a ruckus and attacking innocent towns and ponies!"

Behind Fluttershy's words came the most dreaded power within her arsenal; The Stare. From the depths of her own soul the pegasus drew forth all her anger, disdain, and displeasure into an invisible beam so potent it could stop a rampaging dragon in its tracks. The Stare made the small Mindshatter legion the most feared, and for good reason. When a single look from one pegasus could halt the advance of an entire army, it tended to attract fear and respect. Within the annuals of the legion, no Stare but perhaps one other had ever been as potent as Fluttershy's.

But the Stare wasn't without its flaws. It couldn't work on a creature that had no soul.

Unaware that she faced such a creature, Fluttershy continued.

"Now, I want you to apologize right this instant, and then go find a nice cave in the mountains until you're not so grumpy! Am. I. Clear?"

The Hell Bear tilted his head a little, and then he raised himself up above Fluttershy on his hind legs. Fire began to gather in his mouth as Fluttershy felt her heart quicken with the realization that the Stare wasn't working.

As glowing eyes fixated on her, the word's of Fluttershy's mother came back in the blink of an eye, echoing through her head.

'Fluttershy, my darling little spring-bird, if The Stare should fail, for any reason, there is only one thing you should do; fly away as fast as you can.'

Gulping, Fluttershy tried to command her wings to do as her mother had taught her, but she found that they had snapped to her sides and refused to move. With a little 'eep' she landed on Sugarcube Corner's roof, right at the perfect height for the bear to reach her. Little slivers of unholy fire filling its mouth, the bear's head descended towards Fluttershy with a dull roar that made her bones tremble. Needle teeth hungered to taste the pony.

Fluttershy closed her eyes and said a silent apology to her friends and family.

A moment before death would have greeted her, a great rumbling crash filled Fluttershy's ears followed by the angered roar of the bear. Daring to crack an eye open, the pegasus saw to her infinite shock the bear laying on its back having crashed into Bon-Bon's confectionary. Twisting her head to look for her savior, Fluttershy spotted Rarity and Jasmine, the two unicorns standing in the middle of the street in front of the bakery.

"Fluttershy, darling, now would be a good time to go and find a place to hide," the white unicorn said.

"What about you?" Fluttershy trembled as she slowly got back to her hooves and tried to open her wings.

"Oh, don't you worry about us. This thing tried to hurt my friends and I will destroy it!" Rarity's red eyes began to glow as she talked, her jaw and posture set for a fight.

The Hell Bear recovered quickly, and in a smooth motion, leapt into the air towards the two unicorns. Magic encased both unicorn's horns and Fluttershy decided that it was perhaps a good idea to listen to Rarity. She didn't want to leave, but without the Stare she had no idea how she could help, or at the least not get in the way. Holding back tears, Fluttershy took to the sky and headed towards her cottage. Maybe she could help the other ponies who had been fleeing the town.

Fluttershy didn't look back as she heard Sugarcube Corner begin to collapse.

* * *

Despite her angry exterior, Rarity had never been more frightened in her life. Not for herself, there was an inner calm that Rarity was unaware she had possessed that prevented her from having a shred of doubt or fear for her own safety. It was for her friends she was afraid. Sugarcube Corner was nothing but a pile of burning beams and baking supplies.

Pinkie would be alright, Rarity told herself over and over as she faced the beast that had attacked the town. With her Pinkie-Sense, the perpetually partying pink pony would have known to get out of the bakery. And Fluttershy was flying to safety. That left only Applejack and Rainbow Dash to worry about among her friends. Her only other concern was for the Cutie Mark Crusaders. She prayed they had done their crusading at Applejack's orchard today, but there was no way to know for certain.

Rarity cleared her thoughts as the bear jumped towards her and Jasmine. There would be time to worry about everypony once the beast was driven from the town, or destroyed.

From Rarity's horn erupted a swarm of ravens, the inky black birds racing up into the descending demon's body where they exploded in soft splats leaving behind a smoldering residue. Soft violet magic swirled around Rarity from Jasmine and the two were yanked several yards away from where the bear slammed into the ground.

"Switch," was all Jasmine said, and it took Rarity a couple seconds to understand the other unicorn's meaning.

A jagged spear of blue energy so dark it was almost black cracked across the empty market and buried itself deep into the demon's chest. Roaring in anger more than pain, the beast charged snorting fire from its nose. Quickly Rarity grabbed Jasmine and reacting on instinct called up one of the many new spells that orbited through her mind. With a small pop she teleported the two of them out of the lumbering demon's path. A second roar came from the beast followed by a wave of fire that washed over several houses.

"This is amazing," Jasmine gushed, her violet eyes rolling up to the golden ring sitting snuggly around the base of her horn. "The echo is almost non-existent. But I feel a little bit woozy."

"That's because you're drawing on your own mana reserves, darling," Rarity said as her eyes darted left and right.

"Okay, I'm going to try something a bit bigger."

A wicked grin latched itself onto Jasmine's face. Rarity cringed to see such a dark and evil look on the face of her librarian friend. This was oh so wrong, Rarity knew, but desperate times could make allies out of the strangest ponies.

"Ready another blink spell, this will probably really drive the Hell Bear mad."

Rarity didn't have time to ask what Jasmine was planning before a burst of magic erupted from the other unicorn's horn. In a spinning black-blue ball the energy snapped across the short distance to the demon striking the beast on the side of the head. There was an infinitesimally short instant where nothing happened, then with a deep guttural sound that made both unicorns stagger back a few steps shadowy fire engulfed the other side of the market.

Mouth falling open, Rarity watched as bits of houses, paper, and scraps of cloth began to descend like rain. Grabbing Jasmine, Rarity teleported a safe distance away from the site of the explosion.

"Do you think we won?" Rarity asked, arching an eyebrow towards her partner.

Jasmine just shook her head as she slowly panted, her eyes heavy with exhaustion.

"Well, the rings can handle High Echo," she said before sitting down. "It just takes a lot out of you."

The words 'high echo' stirred a memory that was not her own. A plan began to form, and grabbing Jasmine, Rarity teleported again, this time a bit farther away. The two appeared on top of one of the gloomiest hills in Ponyville. It was kept that way most of the time as most ponies found the idea of a graveyard being cheerful and bright to be a little off-putting. They wanted the environment to echo their moods when they visited the resting places of loved ones.

It was an attitude that Rarity had never understood herself, but since it was possible to request the low hanging clouds and fog to be cleared away, it also hadn't ever really concerned her much either. It wasn't like she came to the graveyard often anyways.

Looking around the sea of short round headstones and plaques, Jasmine lifted an eyebrow.

"You planning on doing a summoning?"

"No, actually," Rarity said as she began to look for the right headstone, and receiving a questioning look from Jasmine.

Some of the names were familiar, though not because Rarity had known the ponies, but from previous times visiting the hill. Inside a part of her was screaming in disgust about what she was thinking of doing. Just the previous day that part would have been the entirety of her. Now, there was the voice of a small frightened girl, one who spent centuries trapped alone and afraid in a decaying tower, that told Rarity that sometimes to save loved ones you had to do things you don't find agreeable.

What she was about to do made Rarity's insides clench in disgust. But it was also the most powerful spell she could find in the swirling confusion of memories Chloe had given her.

In the distance there came the echoing rumble of something large and heavy crashing followed moments later by the ground under their hooves trembling. Moments later a roar unlike any Rarity had heard before touched their ears.

"That was a dragon," Jasmine said, her voice awed.

"Nonsense, that sounded nothing like a dragon," Rarity said as she stopped in front of a headstone.

Etched deep into the stone were only a few words.

Antique Belle
Beloved grandmare and teacher
1420 - 1492

"'Antique Belle'? How do you ponies come up with your names?" Jasmine asked with a little shake of her head.

"There is a ritual in the third trimester where-"

"It was a rhetorical question. Besides, I think I hear our friend approaching."

Gulping down burning trepidation, Rarity nodded once and began to channel her magic. The spell was lengthy and complicated, usually only performed in secrete and under a dark moon. It would take Rarity a few minutes to gather and weave all the necessary components of the spell.

"What are you doing?"

"Laying a trap, I hope."

Jasmine's mouth fell open a little, then it snapped shut. The lavender unicorn looked down the hill towards the town and the dark shape that was thundering towards them through the fog.

"I'll buy you the time you need."

Unable to respond as she concentrated on laying the lines of magic she'd require for the trap, Rarity saw Jasmine vanish in a flash of purple magic. Moments later a crack of lightning split the air followed by the demon's roar. Setting her jaw, Rarity concentrated harder on her spell. She couldn't leave Jasmine to face the beast alone for long.

* * *

"Put me down this instant! I command you!" Cadence yelled up at her blue captor as the two skimmed over the undamaged houses of Ponyville.

"Sorry, can't do that, Princess," Rainbow Dash shouted back. "Twilight's brother told me to get you somewhere safe, and that's what I'm going to do."

In the near distance Cadence saw one of the bear demons had entered the market and was towering over Sugarcube corner. As she watched, Cadence saw two beams of dark blue magic reach up and strike the bear knocking it over into the next house. Silently hoping that whoever had attacked the bear had the sense to run, Cadence lost sight of the fight.

"But I'm the only one powerful enough to fight them," Cadence protested, but her words felt hollow to her own ears.

Her back legs were still stone, but she could at least feel and move her tail again. Cadence wished her counter spell would work faster. She needed to get back into the fight and protect her little ponies.

Rainbow Dash just snorted as she backed her wings and gently dropped Cadence next to Fluttershy's cottage. Looking around, Rainbow spotted two other pegasi flapping towards the forest. With a sharp whistle Rainbow got their attention and waved them down towards her. Cadence didn't recognise either of the two ponies as they landed next to the captain of the weather patrol and the princess.

"Thunderlane, Blossomforth, what are your legions?" Rainbow snapped without pre-amble or waiting for comments.

"Stormbreaker," the dark grey Thunderlane said snapping a quick salute.

"Really?" Rainbow said, her voice clearly containing a note of surprise. "I didn't see your name on the register last time I was home. And where are your war-shoes?"

Rainbow stomped one hoof, a small arc of electricity crackling around the impact. Thunderlane shifted his hooves a little in the dirt and didn't make contact with the accusing look being leveled at him. Cadence thought she heard something about the register being out of date. She couldn't help but smile at the excuse. No Legion would let their register fall out of date. Both her and Rainbow suspected more to the story, but it wasn't the time to uncover it.

"Blossomforth?"

"Windslicer, ma'am!"

"Excellent. You and I are going to go help the guards and see if we can't take these monsters down. No pony hurts my friends or town and gets away with it! Thunderlane, take the princess inside and see if Fluttershy is home. I hope she hasn't run into the forest, or worse, gone into Ponyville. Come on, Blossomforth, we got bears to kick in the head."

Not waiting for a response Rainbow took off in a streak of coloured light. Blossomforth followed after only a moment of hesitation. Thunderlane, for his part, looked longingly towards the Everfree forest and the illusion of relative safety it presented.

"Thunderlane, is it?" Cadence asked, her voice snapping the grey pegasus' attention towards her. "I want you to see if Fluttershy is home, and if she is, tell her to go to Sweet Apple Acres. Then I want you to go into the forest and find as many ponies as you can. Tell them the same thing. The orchard will be safer than the Everfree."

"But, Commander Dash said..."

"Rainbow Dash isn't the commander of the Stormbreaker legion, at least not yet. I saw her mother just a few days ago in Cloudsdale. But I am one of your Princesses. Go, I am recovering quickly and will be safe."

"I- I, yes Princess," he said, looking a little defeated before pushing open the door to Fluttershy's cottage.

Shifting her gaze, Cadence saw that only the lower half of her legs were stone. From Ponyville the roars of the three demons could still be heard, mingling with the deeper rumbles of explosions. Cadence was just getting to her hooves when she saw a large blue blur descend towards the edge of town. It was followed by a rumble that knocked her back onto her side, and a sound like the primal fall of a mountain being crushed.

Closing her eyes, Cadence diverted some of her magic away from curing the curse turning her to stone and back towards Penumbra. Along the connection she felt the sword leap at her touch, the blade heeding her call again. Thunderlane exited the cottage saying Fluttershy wasn't home just as the blade fell from the sky and sank into the ground beside Cadence, and Fluttershy herself appeared, wings working as fast as they could.

"Princess!" She cried out as she landed.

Tears were streaming from the Element of Kindness' eyes and her entire body hung with the weight of failure.

"Fluttershy," Cadence sighed, relief washing over her as she kicked off the last traces of Stheno's curse. "Have you seen any of the other Elements?"

Whimpering, the butter-yellow pegasus slowly shook her head. Cadence cringed. Equestria needed the Elements, more than ever, despite the Element of Magic being missing. As her eyes drifted over the pillars of smoke rising from town, and then they froze as they settled on a new danger. A shadow fell over the cottage and three ponies, one caused by the largest dragon Cadence had ever seen rising on hind legs.

The very air trembled around the great beast. Blue scales flashed like sapphires and silver light poured from its eyes. Even half a kilometer away Cadence could sense a great wave of magic flow from the dragon.

"Thunderlane, take Fluttershy and protect her with your life."

Cadence lifted Penumbra, and not waiting to hear if her command had been heard, she took to the sky angling towards the new threat.

* * *

The trap was set, now all Rarity needed was the Hell Bear.

Through the fog Rarity could see lines of magic and flashes of light as Jasmine gave her all to slow the beast down. Charging her horn, Rarity blinked down to near the base of the graveyard, and right in the path of the charging bear. Eyes growing wide, Rarity forewent using the ring around her horn and dipped into her mana reserves to go intangible.

Roaring, the Hell Bear charged through Rarity, passing through her like she was made of smoke. Dispelling the enchantment before it drained too much of her magic Rarity cast her gaze around for Jasmine.

She spotted the other unicorn on the far side of the bear. Jasmine was limping and most of the hair on her left side was missing. Rarity cringed wondering which of the bear's terrible powers were responsible for the ghastly wound.

"You... finished?" Jasmine panted, her horn flickering weakly.

Rarity nodded once, gulping as she made a quick alteration to the plan. The Hell Bear chuckled, its laughter a deep throaty rumble. Ignoring Rarity it slowly made its way towards the wavering unicorn. In a series of quick pops, Rarity was beside Jasmine, and then they were both at the top of the hill.

Groaning a little from the expenditure of magic, Rarity rubbed her head. She hadn't realised just how much magic a simple teleportation spell took. Twilight had always made it look so effortless, they way she could blink around town dozens to hundreds of times without resting. Not for the first time since Rarity had met the town's librarian she wondered just where Twilight got all the energy for her spells.

Quickly, it became apparent that she didn't have any more time to wonder about magic and mana reserves as the ground trembled from the approaching demon.

"I hope... this works," Jasmine wheezed, leaning against Rarity for support.

"I'm sorry I took so long, and more sorry that you got hurt."

"Could be... worse." Jasmine tried to chuckle but instead she just teetered a bit more and fell onto her rump. "I thought you said... Twilight was the most powerful unicorn alive."

"She is," Rarity arched an eyebrow.

The Hell Bear was drawing closer. Rarity could hear the cracking sound of tombstones being smashed or hurled aside.

"Doesn't feel... like it."

Sparing a quick glance to Jasmine, Rarity noted with concern that the lavender unicorn's eyes were beginning to roll into the back of her head, and she was starting to shiver. The signs of magical exhaustion were overwhelming, but nothing Rarity could deal with while the Hell Bear was charging.

Out of the fog the bear emerged, all six feet churning up dirt as fire frothed from its mouth.

Rarity stood her ground as the beast drew closer and closer. A half dozen paces away the demon slowed and stood facing Rarity. Baleful eyes darted to the patch of dirt between the two. A bead of sweat trickled down Rarity's brow. Chuckling darkly, the demon began to pace around the two unicorns until it stood opposite where it had originally been.

Gulping, Rarity took a step back, using her soft blue telekinesis to lift Jasmine and pull her along.

Grinning wide to show off its array of needle-like teeth, the Hell Bear again stalked forward. Almost immediately it stopped and looked down at its feet in confusion.

A wide grin replaced the frightened expression Rarity had been wearing.

From the ground several translucent chains burst, arcing over the bear before slamming back into the ground. Again and again the chains emerged and dove until the bear looked like it was wrapped in a softly glowing cocoon.

Setting Jasmine back onto the ground Rarity stalked towards the demon.

She stopped inches from its face. Words and accusations jumped to the forefront of Rarity's mind. But they felt so unnecessary. Instead of screaming her anger at the beast destroying her home and threatening her friends, Rarity began to cast a spell. It took her almost a minute to complete casting the spell, the ring around her horn burning hot from the Aether channeled through it.

Reddish-black energy coated her hoof, swirling around in an intricate dance. The demon roared, spittle landing on her coat and sizzling. Snarling, Rarity shoved the magic coated hoof into the bear's face.

Leaping forward, the magic tore into and through the Hell Bear's head. Dust and ash flew into the air as a scream cut across the graveyard. A moment later it was over, the Hell Bear's head and shoulders gone and molten gore leaking from the gaping wound. Rarity tried not to look at the sight, but it was burned into her mind.

Gagging, Rarity turned back to tend to Jasmine.

Then the gloom of the graveyard was split by a flash of light brighter than any Rarity had before dreamt possible. Shielding her eyes, Rarity toppled over beside Jasmine.

* * *

Spike cried, crawling under a burning beam that had once been part of Sugarcube Corner. He prayed that the Cakes and Pinkie had escaped. He could smell something burning, but wasn't sure if it was the painted wood, baking supplies, or something worse. From somewhere close another explosion rocked the town.

The demon's were running rampant, and with Cadence and Shining Armour both struck down, there was no pony to stop them from completely destroying the town.

Poking his head out from under the beam, Spike quickly looked down the street. He saw plenty of burning buildings, and a few ponies who were laying far too still, but no sign of the demons attacking the town. Taking a deep breath he hesitated a moment longer, then sped off as fast as his little legs could carry him towards Fluttershy's cottage. Her cottage was far enough from town that it probably hadn't been attacked, yet. If he could reach her, then they could hide in the Everfree Forest together until the demons left and they could look for survivors.

As he scampered out of the burning town Spike became away that his left claw throbbed. Wrinkling his nose he slowed and lifted the claw. To his surprise he saw that it was actually burnt. He was a dragon, nothing was supposed to burn him. Dragons could swim in molten lava like it were a refreshing spring pool.

Spike's little legs stopped moving as he continued to stare at the wound, his young mind unable to process what it was seeing and feeling. It was like he'd been betrayed by his most trusted and loyal friend. After a couple minutes a long roar broke Spike from his stupor and he began to run again through the deserted streets.

Spike was just on the outskirts of town when the Hell Bear, bluish-green liquid fire pouring from its mouth and a gaping wound on its chest, appeared before him. Somepony had managed to hurt it at least, Spike realised even as he tried to turn and run back into the burning town. A wave of the black flames leapt up between him and escape. Hand still throbbing, Spike looked back and winced as the demon strode forward.

This was it, Spike knew. He was just a baby dragon. No match for such a creature.

Curling up into a small purple ball, Spike closed his eyes, unable to look at the fate rushing towards him.

He could feel the cold heat of the demonic flames, and the heavy fall of each step until they stopped right before him. The air whooshed around the descending blade, and then there was a tremendous crash followed by a roar that shook distant Canterlot.

It took Spike a moment to realise he was still alive and crack open his eyes. What he saw took his breath away.

The demon lay on its back, held down by two massive dark blue paws on its chest. Wings blotted out the sun sending tiny slivers of light that filtered through many small tears and rips in the leathery membrane. A head rimmed in a white frill of horns darted down, and with a sickening crack, ended the demon. Spitting the demons molten blood onto the grass where it sizzled and started small fires, Spike's savoir turned towards him.

"You should not stay here, hatchling," rumbled the dragon. "There will be little remaining of this town once the spawn of Tartarus are finished."

Jumping to his feet, Spike ran towards the colossal dragon. "Save the town!"

"I cannot. It is already lost," the dragon stated plainly, her eyes roaming over the burning town. "But I can save those who called the town their home and punish those who would defile my students home."

Lifting herself higher into the air, slow steady beats of her wings holding her aloft, the dragon raised her voice.

"Hear me, foul spawn of the Nine Thousand Pits! I am Ogopologos Tryn Stollyctor! The Lady who resides in the Lake! Devourer of Ylduin! Face me and tremble, for I will find you, and I will consume you should you try to flee!"

Spike heard a sound not unlike a pair of woodpeckers pecking a tree. Looking down he saw it was his own knees, knocking together as his heart lodge itself somewhere close to his tail.

Many ponies, even his closest friends, believed that it had been Twilight who had raised him. That wasn't the truth. Spike had been raised by Celestia as well as a few of her close advisors, such as Cadence. Twilight was still a little filly herself when she'd hatched him, and far too young to raise a baby dragon. Growing up around a living goddess had instilled a jaded view towards other creatures and 'power'. When your surrogate mother raised and lowered the Sun, it was hard to be impressed, even by other dragons.

This dragon impressed Spike.

While Celestia had a calm, motherly sort of power about her, a moral authority earned through centuries of leadership, Ogopologos was all brute strength and anger. It was more than a little frightening.

And exhilarating, Spike found as his little heart continued to dance through his chest.

"There, now all we need is wait for—"

Whatever the dragon was going to say Spike would never learn as a massive ball of frothing blue evil struck Ogopologos on the side and drove the dragon into the earth. Rising up onto his feet, triumphant bellow reaching up to the distant clouds, stood the Bolghul. In a fluid swing he brought his many headed flail down on the dragon's side, the sky quaking with the thunder of the blow. Before he could land a second blow, the dragon's long tail cracked across the demon's chest, sending it crashing into the ground.

Clods of wet dirt raining from her side, the dragon stood, a feral growl pulling back her lips.

"Hatchling, run!" she ordered, and Spike didn't have to be told twice.

Behind him he heard the two titans clashing, the air filled with the smashing of buildings and the roars of battle. Spike almost stumbled twice as under his claws the ground shook as one or the other of the combatants was hurled down again and again. Sparing a glance over his shoulder Spike was given sight of one of his kind locked in the most savage and brutal scene his young mind could have hoped to conjure.

Shedding broken scales from her left side and red blood flowing like a river the dragon circled the Bolghul. Both flared their wings, making each seem like towers. Hissing like a giant reptilian cat, Ogopologos pounced towards her foe, head darting forward with a stream of jagged ice flying from her open mouth. Green flames towering high into the air like a pillar of sorrow and hatred from its length, the foul blade of the demon drove forward.

A booming rumble and wave of dust flew from the impact and for a moment nothing moved. Silence overtook Ponyville, one broken only by the faint crackle of fires consuming the once peaceful town.

Spike's little feet stopped running, and for a moment he thought the fight over.

Ogopologos lifted herself on mighty legs, and then she toppled onto her side.

Proclaiming his triumph to all of Equestria, the Bolghul rose and placed one clawed foot on the dragon's neck, lifting his blade high above his head. His cry ended as a pink and silver missile connected with his chest and sent him staggering away from his victory. A flame of hope sprung into Spike's chest as he watched with bated breath as Cadence hovered in front of the demon that had struck down the largest dragon in perhaps all of Equestria.

She was saying something, Spike realised, as the faintest trace of the princess' voice reached his ears. Though he couldn't make out her words, he knew that Cadence had to be saying something appropriately heroic and cool. Whatever it was she said, the demon was unimpressed.

With each of his steps sounding like the fall of a tree, the demon charged the princess. In three long strides he closed the distance. Sword and flail ripped through the air, the princess deflecting the first and darting below the second. She then came up, her own blade connecting with the demon's neck. Sparks flew from the contact and the beast staggered back. Regaining his footing, the demon charged again, and again Cadence dodged or parried and replied with a devastating blow.

Rage fueling it, the demon pressed forward again, this time Cadence flipping over the beast and driving her sword deep into its back.

Howling with rage and frustration, the demon took a step back, its sword crashing to the ground. Wind kissed Spike's face, rushing past the young dragon and towards the towering edifice of evil that faced the princess. The earth began to shake, a clawed hand reaching towards the sun as a nexus of swirling green and violet energy forming around the demon. Its wings flared, the demon looked towards Cadence and grinned.

Spike could feel his scales itch from the magic the demon was summoning. Cadence's mane and tail lashed about the princess, a hoof raised to protect her eyes from the dirt and grit scratching her face.

A deep throaty chuckle rumbled from the Bolghul, the demon stretching his claws higher and higher as the magic continued to coalesce.

Growing up with Twilight for a surrogate mother, Spike knew a thing or three about magic. It was bad to try to contain and control so much energy in one spot. Invariably it would seek a release, and when it did, the force would tear outwards ripping at anything it encountered. Worse, that seemed to be exactly what the Bolghul wanted.

A low piercing shriek of spinning magic rippled and tore across Ponyville as the magic grew more and more intense. From the way his scales were itching, Spike knew that running away was pointless. The force of the magic grew until it was pushing Cadence backwards towards Spike.

The Princess hurled her blade towards the demon, only to have it batted aside by its flail.

Over the whining shriek of the demon's magic Spike heard the beast's deep guttural laughter.

And then, rising up like the sun above the Equis Mountains, stood Ogopologos, the dragon a blue monolith with defiance darkening her eyes. The Bolghul turned to face the dragon as she fell upon the demon, bearing him into the ground with a shattering impact that hurled the ball of chaotic magic high into the sky. Gathering her legs beneath her, Ogopologos shot into the air chasing after the magic. Catching it in her talons she beat her wings, each flap sending both the dragon and the demon's magic higher until they vanished into the clouds.

A bright flash lit the sky like followed by a tearing rumble of noise that seemed to refuse to end. Spike shielded his eyes from the stinging blinding light and looked away, his face flush with the heat of the distant explosion. The light pierced his shielding arm and seemed to stab directly into Spike's mind. On the heels of the light came a wave of air that picked the young dragon off his feet and tossed him along the street even as it tore the last buildings of the town apart. Wood and debris buffeted Spike as he tumbled. He came to a stop and thanked Celestia that he was a dragon and had tough scales.

Picking himself up, Spike felt his jaw drop open. Where once had been a small town of colourful buildings, only a bleak grey and brown field remained, one littered with burning timbers and the odd sign that ponies had once called the area home. Toys or personal possessions sticking out of the debris, torn and muddy or burnt and smoldering.

As bad as the devastation was, Spike knew it could have been far worse.

Spike found his heart hammering as he stood waiting for any sign of the dragon.

She appeared as a black comet descending through the suddenly clear sky. He felt more then heard or saw her impact. Skipping and running through the seemingly endless debris that had been the town, the young dragon made his way to where Ogopologos had landed. Pushing his way over the remains of a roof Spike saw that he wasn't the first to arrive.

Cadence and Rainbow Dash both stood by the dragon's head, the former whispering soft words as she stroked the ridge above an eye.

"Shh, conserve your strength," the princess whispered as her hoof brushed away cracked blackened scales.

"I will survive, of that have no fear," rumbled the dragon as Spike drew closer.

The air was thick with the stench of burnt flesh and wet wood, clogging and cloying about in Spike's nostrils. The dragon's silver eyes fixed on him, and seemed to beckon Spike closer.

"You survive, hatchling. That is good. That is good."

The dragon closed her eyes, her breaths slowing as Spike stepped up beside Cadence.

"You helped save my little ponies, for that you have my thanks," Cadence said. "If there is any way we can help you, please, tell me."

"I must sleep for a time. A century, perhaps two, and I'll recover." Ogopologos took another long laboured breath. "But first, a warning. Twilight Sparkle, the Purple Wizard, she will soon return, but she will not be the same. The long roll of years will see to it. You must be ready for her, and His return. This town will be only the first to fall otherwise. Now... I rest... and dream."

Slowly, the dragon's eye slid closed, and her breaths became even shallower, barely once in a minute did her chest rise and fall ever so slightly. Cadence stopped stroking the dragon's eye ridge, and instead gave the burnt scales a gentle kiss.

"Thank you," Spike heard the princess whisper, then the gentle demeanour of the princess vanished as she stood and address Rainbow Dash, the cyan pegasus hovering over the scene.

"Rainbow Dash, we need to start the search for survivors. I'll set up a command post at Fluttershy's cottage, but we'll need more space to house every pony. Sweet Apple Acres and Tip Top Carrot Fields should have the space and food we'll need. What I want you to do is to fly as fast as you can to Cloudsdale. In my aunt's absence, I am using my authority as the heir-apparent to the throne to call in all the Legions. I'll be sending messengers to Canterlot and the other cities as soon as I find a pegasus fit for the journey."

"Aye aye, princess!" Rainbow shouted, snapping a quick salute before flexing her wings.

"I'm not finished!" Cadence called, halting Rainbow before she could fly off towards the distant ancestral home of the pegasi. "You'll have to come back right away. The Elements are almost certainly going to be needed, especially if Stheno succeeds in opening the gate to Tartarus."

"What? But Princess Celestia is at the gate! No way that creepy bat-winged thing could get past her! Right?"

"I don't know, Dash. But if she does somehow open the gate, we need to be ready."

Rainbow Dash nodded quickly, a grim look on her face, and seeing no more instructions forthcoming, she took off like a bolt of her namesake. Cadence then turned to Spike.

"Spike, do you think you can send a dragon-fire letter to my aunt?"

"I-I don't know... I've never sent anything that far before," Spike murmured, rubbing the back of his neck with a claw. "And what about Rarity, Jasmine, and the others? I lost sight of Pinkie when one of the bear things attacked. I hope every pony is okay."

"Of course I'm okay, silly," Pinkie giggled, the Element of Laughter popping out from beneath a pile of smoldering beams. "Wow wee, what a mess," she added, her blue eyes scanning across the still burning debris that hours ago had been a bustling happy town.

"This is worse than the Parasprites and Ursa Minor and Spike's greed growth combined!" Pinkie fell onto her rump and sighed. "Well, come on Spikester, we got ponies to find and cheer up! Rarity and that meanie, Jasmine, are this-a-way!"

And with that, Pinkie Pie began to bounce through the ruins, a smile on her heart and a song on her lips. Spike and Cadence just shared a bemused look before trailing after the bouncing pink pony.

Neither of them saw or took note of the green mist that worked its way through the ruins and into the Everfree, the thick scent of sulphur permeating the mist.

Comments

[Tundara]

This chapter took a lot longer than expected to get to a state where I was satisfied with publishing it. I could spend ages on it still. There are a lot of things not answered, like what happened to Shining Armour, and I could easily add in another few thousand words trying to get everything in.

[warpd]

Woowee, there goes the neighborhood. Intense stuff going on here.