• Published 14th Jun 2014
  • 3,435 Views, 138 Comments

Kingdom of Friendship - SkyFlare



Twilight Sparkle fights the Heartless in an attempt to save her friends and Equestria as a whole. She meets new friends and even an old enemy and learns of the existence of a whole other universe.

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Chapter 5 - Fears

“Now…” Twilight grunted as she tried her best to move through the snow. “I can’t save my friends. I can’t even protect three fillies!”

Tears streamed down from Twilight’s eyes, half-blinding the mare to the world around her. She tripped in the snow, falling deep into the drift.

“Ah… ah… ah-choo!” Twilight sniffed after the powerful sneeze. “It’s so cold.”

The mare tried to climb to her hooves and wipe her eyes from the snow and tears. She was on the brink of losing hope; she’d never felt such despair before. Twilight had always been able to do something to help, but this time, she felt powerless. Vim was exponentially stronger than she was; she was toying with her the whole fight.

Once her eyes were cleared, Twilight could make out the familiar skyline of the Crystal Empire in the distance. Unsure as to if she’d be able to make it in her current condition; she called out for help, hoping that somepony would hear her.

“Help!” she coughed out weakly. “Is anypony there?”

Twilight crawled forward as effectively as she could manage. The wind picked up, blowing more snow into her face. She shook her head, trying to displace her mane in a way that it could protect her face more.

“Help!” she called out a little louder, but still barely louder than her normal talking voice.

“See, I told you that I heard something.” a stallion in the distance snapped.

“Chill out! I didn’t, I’m sorry that I couldn’t hear anything.” a mare shouted angrily.

“Please…” Twilight whimpered, shaking as the snow got through her fur coat.

“There she is.” the stallion said to the mare. “Come on, help me get her up.”

“On it.” the mare said back.

Twilight felt a couple pairs of hooves pull her from the snow and lay her on a few wooden boards that were tied together with a thick rope. There was a tug on the boards as they were pulled away from where she had been laying. All that Twilight could do was hope that these ponies would help her.

“You fell asleep.” a voice said, awakening Twilight.

She didn’t remember falling asleep, but it didn’t surprise her. With all of the fighting, casting magic, and running she’d been doing, it was no wonder she felt that way. Twilight shivered violently, hesitating to speak because she wasn’t even sure if she’d be able to be understood with such a shaky voice.

“Wh-” Twilight stuttered out. “Where am…”

“Safe. We’re just outside the Empire.” the stallion stated as he approached the bed that Twilight was resting on. “What’s your name anyway?”

“Twi- Twilight.” she answered quietly.

“Here, drink this.” the stallion pushed a mug toward Twilight. “Don’t worry, it’s hot chocolate.”

Twilight lifted it up with her magic and took a quick sip and set the mug back down. “Thank you.” she managed to speak without stuttering that time.

“Oh, is our guest awake? Snow, why don’t you go to the Empire and get a couple guards, I’m sure that our guest would get better medical care there than we can provide here.” the mare said as she entered the room.

“Right. Frost, make sure that she drinks plenty of warm fluids.” the stallion said quietly as he turned away and headed toward the door of the small home.

Twilight took this as an opportunity to look around at her surroundings. It was a small wooden house with three windows at uneven heights. There was a small fireplace near where she was resting. There was a large bookshelf that was adorned with trinkets opposite her; there were surprisingly few books on said shelf to Twilight’s amazement.

“So, did I hear correct? Is your name Twilight?” the mare asked.

“Yes.” Twilight nodded slowly.

“Twilight Sparkle, as in Prince Shining Armor’s younger sister?” Frost continued.

“That’s correct.”

“We were told that this would happen. Come with me.” Frost whispered.

Twilight crawled off of the bed and stood behind Frost. The mare was a light blue with an icy looking mane. She was an earth pony, unlike the stallion that she was with who was a pegasus.

“Where are we going?” Twilight whispered as she was led down a staircase into the small home’s basement.

“I’m trying to save you. Snow is my brother, but something about him has been off for the past few days, he hasn’t been acting like himself.” Frost paused. “It’s different than changelings though, he’s definitely himself, but the things he’s said… He’s grown dark and distant of late.”

“Dark?” Twilight asked, sure that the Heartless were somehow involved.

“Yes, after our parents died half a year ago in the attack on the Crystal Empire by the changelings… Snow stopped talking for a while and only just recently started again. Once he did though, it became impossible to keep his words off of dark topics such as death. At one point I heard him speaking to something in the shadows, asking for orders. He said something about you dying.” Frost said, concern showing in her voice.

“Dying? Did he give a name to who he was speaking to?” Twilight asked back.

“He said something about becoming heartless and referred to somepony named Vim.” Frost answered.

“That would explain the shape of the Heartless, they used to be ponies. I think that your brother is becoming a monster called a Heartless, I don’t know how, but it makes sense.”

“What does that mean?”

“It means that your brother is a very dangerous pony to be around. He could fully change and then he would probably end up attacking you.” Twilight whispered back, frustrated by the strenuous situation.

“Horseapples… Are you sure?”

“Fairly, enough to warn caution.”

By that point in the conversation, the pair had already arrived at an underground gate. There were two Crystal Empire guards standing at the gate, keeping out possible intruders most likely. The gate was a pair of large crystal columns with a magic shield being projected between them.

“Who goes there? What is your business down here?” one of the guards asked.

“I’m Frosty Morning, I was appointed to help any travelers that get lost in the snow alongside my brother. I have found Twilight Sparkle and am bringing her here to keep her safe. We have reason to believe that her life is in mortal danger. Please let us pass.” Frost said, gathering her strength.

“Yes Miss Frost.” the guard nodded and one led us through the gate.

“I didn’t know about this way into the Empire.” Twilight stated to herself.

“That’s because we just recently found it ma’am. We believe that King Sombra’s slaves once used it to smuggle in some of their necessities. It ends in the library basement.” the guard explained as he led the mares to a second staircase.

The ascended the staircase and were immediately greeted by Shining Armor. He was wearing his gallant looking armor, giving him a strong looking façade for a clearly worn down pony. His eyes had bags below them and he slouched despite efforts to appear strong.

“Twily!” Shining Armor laughed in his usual way, trying to cover up his exhaustion.

“Shining!” Twilight galloped to his side and embraced him. “What’s wrong?” she asked after feeling his frailty and taking a step back.

“Something’s wrong, Twily. Creatures have been attacking the Empire, Cadence and I have been trading off shifts of making shields to hold them off. It’s getting to be too much though.” Shining Armor stared at the ground in shame.

“Maybe I can-” Twilight started.

“No!” Shining shouted. Twilight froze in place, unsure of what to think. “Sorry, but I can’t let you get hurt too.”

“I’ve been fighting these things since Ponyville. They’ve taken Canterlot, beaten Princess Celestia and driven Princess Luna to the brink of madness. I won’t let the Heartless do that to you too.” Twilight glared at her older brother.

“Heartless… So that’s what they’re called. How have you been fighting them?” Shining asked.

“With my magic and the Keyblade.” Twilight responded.

“Keyblade? How was your magic hurting them, mine doesn’t seem to do anything but push them back?”

“As to your first question, the Keyblade is a magical weapon that is able to defeat the Heartless. And I don’t know why my magic can hurt them if yours can’t. But if we can find Vim, maybe she could explain…” Twilight trailed off, retreating to her thoughts.

“Vim… Do you mean Midnight Vim? She’s in the castle, helping Cadence hold the Heartless off.” Shining stated.

“What?” Twilight shouted.

“She came to us the morning after the night of the first attack. She helped us learn a shield spell that could hold them off.” Shining explained.

“She tried to kill me!”

“All she’s done is help us Twily. They can’t be the same pony.”

“I’ll know when I see her. If she is, then you are not going to get in my way though.”

Shining didn’t even have a start on how to respond to that, so he nodded and started to lead Twilight and Frost toward the castle after dismissing the guard.

The streets were nearly empty, just like in Ponyville. What few ponies roamed the streets carried large bags, adding food and supplies as they came across them. Most of them were unicorns but there were a few earth ponies and pegasi among the group. They bore looks of worry and impatience on their faces.

Soon the trio arrived at the entrance to the castle. The walked through the entryway and proceeded toward the throne room. Cadence was sitting on the throne, slouching to the right in a manner much unlike her. To the left of the throne was a robed pony, Midnight Vim.

“Ah, Twilight, I knew that you would be arriving soon. It makes me sad to think that I’m going to have to leave now.” Vim stated, confirming for Twilight that it was the same pony from before.

“Vim… What are you doing here?” Twilight shouted at the mare.

“Just…” Vim paused, attempting to come up with a response. “Just waiting to leave you a message. The fillies are ours now, just like your friends. If you want them to be returned to Ponyville safely, than I suggest that you go back to that tunnel and use the spell that helped you escape from Luna.”

“How do you know about that spell?” Twilight snapped back, hostility filling her voice.

“You aren’t the only pony who has a good teacher. Mine is no princess, but darkness itself. The darkness took me in and molded me into the pony who defeated Celestia in a fight, what can you say of the light?”

“What did you just say?” Shining Armor flared his nostrils and tried to hold himself back from the pony who had supposedly come to help them.

“Oh, the thing about beating Celestia? It wasn’t that hard, didn’t the changeling queen do it too?” Vim smirked right before a lilac blast of magic flew at her.

“How dare you?” Shining shouted, his horn still glowing from the spell.

“I’d calm myself if I were you my dear. Or did you forget about the pony that I’m standing next to?” Vim nodded toward Cadence who had been completely silent for the entire conversation.

“Let her go!” Twilight shouted.

“A heart like hers is a rarity though, capable of removing darkness from hearts of others. If I could harness this power, than perhaps…”

Vim trailed off in her thoughts before shooting a sickly green beam of magic at Cadence. The spell didn’t seem to hurt Cadence though, instead, it changed as it passed through her. The beam itself got a blood red mix in with it; it was coming from Cadence’s magic. The beam hit a stallion guard, sending him flying across the room and slamming him into the door. The wall cracked behind the force of the pony’s impact, eventually bursting through.

Twilight was unable to see anything through a cloud of dust that blocked out the hole in the wall. A black whip flung out of the dust and cracked the floor inches in front of Twilight. She fell backwards, terrified of what was lurking within the dust.

A pair of bright yellow eyes glared out of the dust, glowing eerily. There was an indiscernible sound coming from where the guard was supposed to be.

Without any warning, a Heartless like creature leapt from the shadows. It was massive, much larger than the one that Twilight had seen outside of the Canterlot library. From its back, the creature was spawning snake like shadow tentacles that moved with a destructive force. The Heartless moved in a blur, almost teleporting behind Shining Armor before lifting him from the ground and throwing him up into the ceiling of the throne room. Twilight cast a spell to catch him and gently set him on the floor.

“It’s even stronger than I thought. Using Cadence as a filter, I can reverse the effects of her magic and instead of implanting love; I can remove all of it, leaving nothing but hatred and fear.” Vim laughed crazily, losing her calm mannerism for the first time in front of Twilight.

“How could you even think about doing something that horrible to another pony?” Twilight shouted at Vim.

“Simple, the right teacher can make their students anything that they want to be. I used to be shy and lonely. The only pony that I was close to was a sibling, but then my teacher showed me that I could use that loneliness and that feeling angry was natural.” Vim explained as she opened up a portal for her to take her leave.

“But kindness and happiness are natural too!” Twilight yelled as she stepped between the oversized Heartless and her brother.

“Use the spell and speak to my teacher. I feel that it is time for you to learn about loss.” Vim opened a portal beneath Twilight.

The last thing that the unicorn was able to see was Vim pulling Cadence through another portal and the Heartless slam on tentacle down onto Shining Armor. Twilight was rendered helpless as the portal pulled her down into the ground, nullifying her magic temporarily.

Twilight soon found herself standing in the tunnel that she and Frost had used to gain access to the Crystal Empire. She started to think about what Vim had said pertaining to the spell and her teacher. If she did this there was a chance that the pony who changed Vim to who she was now, could do the same to Twilight. All that she had was faith that her lessons that she learned from Princess Celestia and her friends would be enough to help her.

A dim purple light lit up in the tunnel, pulsing as Twilight tried to focus on casting the spell that she assumed Vim was talking about. The world seemed to become darker, but there were a group of ponies walking through the tunnel that Twilight hadn’t seen before.

“Hey!” Twilight called to them, but they didn’t respond and kept moving forward in complete silence.

It was safe to assume that the ponies were ghosts of the past, just like the pony that she saw in the cell back in Canterlot. There was a sound, an echo of the past, coming from behind Twilight and she spun around to be greeted by a tall, sturdy looking stallion. The stallion wore a royal looking robe with metal armor on all four legs and going up the neck. The stallion’s horn was warped into a curve and became a crimson red near the tip. A purple smoke came from his eyes.

“And just where do you three think that you’re going?” his voice boomed.

“King Sombra!” one shouted.

Without a seconds warning, the three ponies fell to the ground and their eyes went blank. Sombra smirked before turning around and walking back down the path toward the Empire. Twilight was left, standing in awe at the three dead ponies and their murder walking away so calmly. The bodies faded away and a dim light returned to Twilight’s surroundings. She was back in her time and was no longer a shadow in another.

“If what Vim said is true, then Sombra is her teacher. But Spike and I beat him, he’s long gone.” Twilight muttered to herself. “Isn’t he?”

“Now that’s the question of the hour, isn’t it?” a dark voice asked. “For far too long I’ve been without a form, I was smoke in the wind, a shadow on the ground.”

“Who’s there?” Twilight spun around, expecting to see another pony near her, but she was alone.

“You know, I thought that it was over when that pathetic dragon got the Heart. It turns out that everypony was wrong. After being destroyed, or at least that is how it seemed, I woke up in a dark place with a young filly who was crying.”

“What’s the matter?” Sombra asked the young filly. “Why are you alone?”

“I’m lost…” the filly cried back.

Sombra saw an opportunity for redemption, a second chance. “Maybe I can help you, come with me.”

The filly climbed to her hooves and started to explain her story. “I was really good at magic, good enough to take the test for Princess Celestia.”

“How’d that go?” Sombra asked, sincerely caring about the answer, hoping to find out what could make such a young pony so distraught.

“I… failed. I couldn’t cast the spell. I got nervous and I…” the filly burst into tears.

“So this is Princess Celestia’s doing? She is the one that hurt you so?” Sombra asked.

The filly stayed silent, but that was enough of an answer for Sombra. If that Princess could do something like this to an innocent filly, than he was no different than she was. He’d made tears stream from the eyes of entire families. He’d made them feel loss.

“Do you want revenge?” Sombra asked.

The filly stopped where she was and stood in silence for a few moments. “Yes.” she whispered back. “After I failed, I borrowed a book from the library and it taught me some new magic. I accidently used it and it destroyed my home while my family was there. It’s all her fault. I’ll use that magic to get revenge.”

“Take my hoof, and I, King Sombra, will take you in as my student. I will mold you into the pony who will be able to take revenge on that cruel Celestia.”

“King?” the filly asked.

“Yes, I am above the Princess of the sun. Now, tell me your name.”

The filly whispered her name into the King’s ear.

“That name died with your family. She was a casualty of the Princess’s carelessness. You are now Midnight Vim. Student of King Sombra, and now I will teach you how to use the dark magic that helped me keep my crown.

“Let me guess, Sombra, that filly was Vim. She said that she used to be good but you made her into that monster.” Twilight stated, realizing who the voice was.

“She was scared and in a moment of weakness. A true mentor would take that moment and help his student realize their true potential. She was the most powerful pony I had ever encountered, and someday, she may soon be stronger than even I.”

“What made you like this Sombra? I read about you. You used to be a loyal friend to both Princess Celestia and Princess Luna. A strong unicorn who led an entire kingdom to an age of unmatched prosperity and peace.” Twilight asked.

“You want to know what happened? What changed in my life? I’ll tell you. It was one word, one simple word. War. Celestia and Luna abandoned me to fight it on my own. I lost my wife during a specific attack. I wasn’t willing to lose anything else so I tried to learn the ancient magic that was used during Discord’s original reign. The magic tears away at you each time you use it, changing your heart and warping your perception.”

“Then why keep using it if it was so awful?” Twilight inquired, trying to understand.

“I liked the world that it showed me and I loved the power that it gave me. I killed entire armies of attacking ponies on my own. I was able to keep my citizen safe, but they repaid me with fear and hate. They tried to take my throne, so I took their lives. Those who remained quiet, I gave no chance to strike back, and I forced them all into work.”

“You were a tyrant. You had no right to do anything of that sort.” Twilight lectured.

“Was I not their King? Did I not protect them when they needed it the most? All I wanted was the respect that I deserved, even if I had to take it by force.” Sombra took a physical form just in front of Twilight.

Twilight backed up, trying to distance herself from the pony. Sombra simply smiled back at her and held out his hoof.

“Join me, I saw you use the dark magic in my castle. You were the fastest learner that I’d ever seen. It came so naturally to you, why don’t you just accept it? Abandon your friends, and learn how to cast spells beyond your wildest dreams. Take my hoof, and we’ll be on our way.” Sombra offered.

“No.” Twilight said, standing up strong. “I will not join you. If I’ve learned anything, it’s that my friends give me more strength than your darkness ever could.”

“That is why my darkness was able to take Vim and give her the strength to fight a god. If it was less than what I offer, how do you think that would be possible?” Sombra took a step toward Twilight.

“I beat you, that’s proof enough.”

“No, my dear, your dragon beat me. Not even him really, that Heart is what stopped me, but I am superior to it now.” Sombra reached out toward Twilight and touched her mane.

“Stay back!” she shouted as her eyes began to glow green and purple smoke flowed from them. A green blast slammed into Sombra, knocking him backward slightly.

Sombra began to laugh. “Remember, fear and hate make way for darkness to enter the heart. You fear me and you hate me, meaning that without a good amount of effort, you’ll be using dark magic against me. Doesn’t it feel good though?”

Twilight felt a shiver go through her as she realized what she had done. It did feel good to let out that hate against the pony she felt it for.

Sombra walked up to Twilight again and wrapped a hoof around her waist. He smiled calmly. Twilight used the dark magic again, this time throwing Sombra down the tunnel and driving him into the ground.

“That’s enough.” Sombra said calmly as he climbed back to his hooves and approached Twilight again. “It’s clear to me that you should join; my offer still stands even though you threw a little fit. Come on, I thought that you liked to learn new things.”

“I won’t go with you! I won’t abandon my friends!” Twilight shouted, getting ready to use another dark spell.

Before she could finish the spell though, she felt something wrap tightly around her throat. Five more things gripped her tail and each leg, lifting her off of the ground.

Sombra sighed. “I was really hoping that you would come more willingly. What if I were to offer something in exchange, someone very important to you?”

“Twilight!” a voice shouted.

“Shut up!” Vim’s voice responded.

“Spike?” Twilight called back weakly, unable to get the breath for a good shout.

“Don’t worry about me. The others need your help. Right before this mule took me away, I heard Apple Bloom and Scootaloo. They were talking to Sweetie Belle, but I didn’t hear her say anything back. It sounded like they were trying to wake her up.” Spike explained.

Spike’s mouth vanished, similar to what Trixie had done to Pinkie Pie on the day of her and Twilight’s magic duel.

“I told you to shut up you worthless runt.” Vim growled, kicking Spike to the ground.

“Leave him alone!” Twilight used her magic to rip away the shadow that had wrapped itself around her neck.

“Vim, leave it be. Remember, we are trying to get Twilight to come with us, not turn her away.” Sombra stated.

Twilight was torn, she knew what would happen if she were to give up to save Spike. She would be corrupted to the darkness and she would betray her friends. She wouldn’t be able to guarantee their safety, but if she didn’t, they would probably be killed.

“I…” Twilight started to cry. “Yes. I will go with you if you promise that everypony will be safe.”

“You have my word.”

Author's Note:

All right, we are finally done with chapter five and now it is time to wait for chapter six. If I had to divide the story into three parts, I'd say that chapter five and chapter ten are the significant change sections that would have to be my points of division.

Also on a side note, for those of you who might care, the sequel's chapter 7 was finished yesterday. I'm still not sure how long it will be, but I'm getting somewhere with it finally, or at least I think that I am.