The Little Pony Legend 3: The Great Change

by MaggiesHeartLove

Betrayal and Conquer

Betrayal and Conquer

No words could describe how shocked Korra was about this. "Give up your magic?! How is that an option?!"

"Tirek is set on possessing alicorn magic." Luna began, "When he comes for us, we can not have what he is looking for."

"But if you don't have your magic how will we be able to defeat him? It sounds more like your giving up."

"You misunderstand, Korra. Our magic can not just disappear into thin air. Somebody must keep it safe."

Twilight and Korra both looked at one another curiously, "Keep it safe?" Twilight asked, "By who?"

"By you girls."

….

"Okay, whoa, whoa, back up for second." Korra rubbed her temples to try and process all of this, "You want us to keep your magic safe? All of it?"

"I'm with Korra on this one. Why us?" Twilight asked.

Leilani spoke first, "There is something you need to know Korra. They say if an Avatar is killed while in the Avatar State, then the cycle will be over. But, that is not entirely true."

Korra's eyes widened in shock, "Wha--what do you mean?"

"I do not know how or when they began saying that, but it misstates the facts. Equestrian magic can not simply vanish into thin air, and because of that, Raava would have gone where the magic went, from infant to infant. There have been times in which I could see images in my dreams about current Avatars. One Avatar, who's name was long forgotten in your world, once died while in the Avatar State. But because the next one was still born, nobody knew of this fact."

Korra could not believe it. So, Zaheer would have failed none the less. She was at a loss for words. "I…I don't…believe it. But, that still doesn't explain why we need to be the ones to keep your magic safe."

"Now that Discord is with Tirek, he will give him information about there being a forth alicorn princess as well as a human alicorn. But Discord still believes you are both in recuperation from your encounter with Zaheer. As long as they are unaware of your true whereabouts, Tirek will not know where our magic has gone."

Cadance approached her sister-in-law and Avatar friend, "Do you understand what we are asking of you both?"

Twilight hung her head, "Yes. It's just, we've only just now started to recover from what happened. No matter how many times I try I can still see visions of Zaheer."

"Me too." said Korra. Her saddened expression then shifted to one of determination. "But I am more than willing to make this sacrifice."

Twilight's eyes shimmered. Korra was wiling to put aside her own problems to help others. She knew the Avatar was scared, and deep down still a bit unsure. But there were more important things to deal with. The alicorn changed her expression, now matching Korra's.

"I'm with you Korra. But you really think we can handle all of that magic? I mean, trying to properly control ours was enough to handle."

Cadance took Twilight by the hooves, "Twilight, you represent the Element of Magic and Korra is the Element of Unity. If there is anyone or anypony who can do this…it's you two."

Luna, Celestia and Leilani both nodded in agreement.

"Taking on this task will be one of the most difficult things we will ever do." Twilight said to Korra, "But together, and with the help of our friends we'll--"

"I'm sorry, my dear." Leilani said, "But you must keep your new abilities a secret. I fear your friends being aware of your new powers could put them at great risk."

Not tell their friends? That's something they never thought they would do. But it kind of made sense. The lest people who knew about where the magic was, the better.

"I ask you this; do you truly believe you can take this responsibility? I understand if you decline. This is much for which we are asking."

"No." Korra said, her fists clenching. "It is our responsibility as Princesses. I will not let my fears keep me from doing what it is I must do."

"Neither will I." Twilight stated, "We accept. No doubt about it."

Leilani nodded her head. "Then we must begin at once. Both of you stand still."

The four alicorns spread their wings wide, forming a circle around the girls. Each of their horns began to glow, brighter than they ever had before. Korra and Twilight observed this restlessly, preparing themselves for whatever was about to happen.

The alicorns opened their eyes one by one, revealing glowing white orbs, identical to Korra's Avatar State. Beams came shooting right out of their horns, fusing together high above Korra and Twilight, manifesting into a large shimmering multicolored orb with sparkles all around it. It grew larger and larger in size as the auras of Celestia, Luna, Cadance and Leilani circled around it. The orb slowly began to lower down, and Korra and Twilight could feel it being absorbed into their own horn and forehead star. They could feel the energy flowing thought them, consuming their bodies.

(~)

Tirek had just absorbed more magic from a group of ponies, when suddenly Discord's entire body began to wiggle and shake. A sure sign that something was amiss.

"That can't be right."

"What can't be right?" Tirek asked, as his body grew even more and his horns grew more. His voice was now deeper than it was before.

"Uh, nothing. Carry on."

(~)

Celestia felt her mother's nose nuzzling against her cheek as she stood up. Her mother's mane was no longer flowing as it once did. Now it was perfectly still and it fell down like a wet waterfall. Celestia's hair was just the same, as was her tail. Even Luna's mane no longer moved, nor did it sparkle or have it's stunning transparent outline. In fact, it looked just like it did after she was reverted back to herself after being freed from NightMare Moon. Cadance remained the same, but she had bangs under her eyes, just as they all did.

In the very center of the room, a bright glow emitted from the bodies of Korra and Twilight Sparkle. Their eyes glowed pure white, as did Twilight's horn and Korra's star. Their hair was moving swiftly like waves, with faint sparkles around them and white electricity coursed through them. Their hands and hooves twitched as they levitated in mid air. They now contained all the magic of the alicorns in existence. The glow died down and the girls landed on the floor, their eyes stopped glowing as they groaned. Their hair no longer sparkling.

Once they came to their senses, they saw the now powerless alicorns standing before them. Twilight rushed up and hugged Celestia while Korra hugged Leilani. She gasped once she noticed the queen's blank flank, which was a trait they all now shared. Their eyes looked tired and their once strong and powerful demeanors were replaced with that of weakness and exhaustion.

Celestia sighed, "It is done."

(~)

As the two now most powerful alicorns in existence walked down the halls, they kept on having these twitches, which in response caused white lightning to course through them. Korra had to lean against a wall for a moment and groaned as she placed her free hand on her stomach.

"Uhh…I feel like my body's been implanted with a grenade that could go off at any minute. You sure they only gave me half of this stuff?"

"You're not use to all this magic."

"Oh, and you are?"

"Pony metabolism, I guess?" Twilight stated right before more lightning crossed through her body and she twitched and she then began to feel sick, "Ooohhh. You know what, I'm starting to get your point."

The girls groaned as they continued walking down the hallway until they reached their friends at the very end near the large doors. Pinkie Pie ran up to them happily jumping in excitement.

"So, what happened? What did the alicorn's say? Tell me, tell me!"

Korra and Twilight knew they couldn't tell their friends about what really happened, but just how were they going to hide it as well? The constant twitching and uncontrollable magic might be a dead give away. Yeah, maybe they didn't think this all the way through, but then again when was the last time a pony and a human were responsible to containing ALL alicorn magic?

Best guess…never.

Twilight was the first to answer their friends, "They said that Discord has joined forces with Tirek."

Fluttershy gasped in horror, "No! That can't be true."

"It is. I'm sorry Fluttershy."

The poor little pegasus was in tears, "Why? Why would he do this?"

Even Mako was surprised. Sure he knew Discord was not completely trustworthy all the time, but even he never would have imagined he would do something this low. After the kindness Fluttershy had shown him?

"Even I can't believe it." Mako said with an angry glare, "So, what do we do now?"

"Right now, you all need to get back to Republic City." said Korra, "Tirek will most likely strike there next, and if he does, he'll take away everyone's bending."

Bolin was already becoming frantic, taking in slow deep, and very fast breaths that could leave one lightheaded. "Tirek."---inhale---"Bending,"---inhale---"Take away."---inhale---"It's Amon all over again!" He continued to rapidly inhale and exhale like he was having an anxiety episode. Rainbow Dash and Asami had to grab a hold of his shoulder and shook him back to his senses.

"Bolin! Snap out of it!" Rainbow Dash cried out

"Get a grip!" Asami said.

Bolin finally managed to cool himself. "I'm okay! I'm calm. I'm calm."

Tenzin turned to Korra and Twilight, "We must get back to the city and warn President Raiko. We need to be prepared for anything."

"I agree." Korra said, "But, for now do you think you could give us a lift back to the South Pole? Twiliy and I aren't feeling too well." right on cue, Korra twitched and a small spark of lightning emitted from her forehead star. Tenzin placed a reassuring hand on her shoulder.

"You should go back. I don't think you two are in any condition to fight Tirek."

"Are you sure you guys will be okay?" Twilight asked.

"I'm sure. Don't worry about anything, me and the others will handle things from there. The Air Nation made a vow to follow in your footsteps Korra, and we will live up to that promise."

Korra smiled graciously at her mentor before she and Twilight shared worried and regrettable looks. Normally the Mane Sis would tell if their friends were being honest or not, but they could sense that Korra and Twilight were indeed feeling under the weather for some reason.

(~)

Korra and Twilight waved goodbye to their friends as they flew away on Oogie. "You know the girls are suspicious, right?" Twilight said.

"I know. Aside from you, this is the first time I had to actually keep something from them."

"I just hope they'll understand."

(~)

"Did they seem a bit off to you?" Applejack asked the ponies.

"They did, indeed." Rarity said, "But maybe they had a good reason. They've both been through something tremendous, we should respect their wishes."

"Yeah, I guess you're right. I just hope they'll be alright here."

"They will." Tenzin said, "I asked the White Lotus to keep a close sharp eye for any signs of Tirek as well as United Forces Battle ships."

Mako looked back at the compound, growing farther and farther away from view. "I don't feel right leaving them. You really think the White Lotus and battleships can fight against a magically powerful monster?"

Tenzin was silent for a second. He did not wish to think Tirek would harm the girls, and leaving them there would have been an issue, but at the same time they couldn't force them into battle in their condition.

"We can't force them to fight. They have been through enough already. We will have to take maters into our own hands for now."

(~)

A few hours have passed and so far, there was no sign of Tirek anywhere at the moment. Shinning Armor saluted to the remaining pegasus and unicorns ponies who remained with their magic in tact. "We have received word from Republic City. You troops head to the south pole and protect Princess Twilight and Princess Korra at all times."

The ponies saluted, "Yes, sir!"

But before they could move out, the ponies all suddenly began to float away into the air, there hove galloping and shouting at the strange phenomenon. Then, Shinning Armor's helmet disappeared, only to reappear on the head of Discord.

"Shinning Armor, why whatever are you doing here?"

The unicorn backed away from the creature, ready to fight him off, "Back off, traitor!"

"The only one Discord betrayed was himself."

The unicorn's eyes widened in horror as the creature known as Tirek approached him. He had grown even larger in size, nearing his ultimate power-form. The lower horse part of his body was jet black with white hooves that could break a bolder with one stomp. A long white tail and his upper body was buffer than ever. His skin was the color of blood and he wore a sleeveless black shirt with a silver neckline. His ears and hair were black like his shirt and his beard was white as were his eyebrows. His horns were identical to those of a full grown bull and he had a ring piercing on his nostrils, also like that of a bull. His eyes were as black as night, minus his pupils which were bright yellow. He had silver wrist bands and his fingernails were as sharp as claws. The only thing that stood out from his appearance was a medallion, shaped like a triangle, save for the tip, styled into a strange detail not familiar to Equestrians. This medallion once belonged to his brother Scorpan, as a gift of apology for having his brother imprisoned. But it was not enough for Tirek, for Scorpan still sided with the ponies rather than his own flesh and blood.

"Abandoning his true nature to make friends with weak-minded equines who offer nothing!"

Shinning Armor bravely stood before Tirek, unleashing a blast of magenta colored magic from his horn. However, Tirek managed to contain the magic within his palm before throwing it in his mouth as if it were a mere snack. The devilish creature laughed as he held Shinning Armor by the muzzle, absorbing his magic, which traveled from Shinning's mouth into Tirek's mouth. The unicorn prince felt his legs go numb and collapsed onto the floor once Tirek released him.

His magic was gone.

He rose his head, his pale eyes looking directly at Discord, speaking weakly, "How…could you…do this?" the poor unicorn fainted from the experience and Discord looked at him with a confused look on his face. Something about seeing this pony, who had done nothing to him, look so weak and helpless made Discord feel…strange for some reason. He was interrupted from his thoughts when Tirek placed his arm around the lord of chaos.

"Why don't you go and have a little fun? I won't stand in your way." with a wicked smile, Tirek walked ahead towards the entrance of Canterlot Castle, leaving Discord to giggle mischievously.

Time to really have some fun.

(~)

The alicorns sat on their thrones, weak and helpless. They could barely move or so anything, shellack of energy they had was far to great. The two sisters remained with their mother, taking in the warmth of her body and Cadance joined in as well. Leilani embraced Cadance like a third daughter, as she did will all of her friends. But their moment was cut short when they heard the sound of large giant hoof-steps approaching.

He was coming.

The alicorns gathered all of their remaining strength, ready to face the monster. Tirek smashed through the doors as if they were popsicle sticks and stormed right in. His nostrils flaring in anger and excitement. Soon we will have all the magic in Equestria. And nobody, and nopony would be able to stop him.

A bright orange orb appeared in between his horns, his magic, as an orange aura surrounded the firt aliocorn, Leilani in an orange aura. She closed her eyes as Tirek prepared to take her magic. His mouth opened wide…but quickly found that she had nothing within her.

"What have you done?"

The queen smirked cockily at the monster. Their plan was working. Tirek then levitated her daughters, but he too found that they had nothing as well. Lastly, he picked up Cadance, but like the others, he couldn't take anything. It was like trying to drink from a cup that was already empty. And he thirsty.

Tirek roared in anger before throwing the alicorns against the floor. They grunted as they struggled to stand up.

"WHERE IS YOUR MAGIC?!"

(~)

*BLAST!!*

Korra winced when the dummy was not only incinerated into flames, but was shoot right into the sky and landed far, far away into the ocean, creating a slash in the far distance. Tenzin was in his office, reading some reports, when he heard a splash from outside his window and looked on curiously. The girls had been practicing on controlling their new magic. Which was not so easy.

"Well, at least you didn't hit somebody this time." Twilight mentioned.

Korra sighed, "We have to gain better control of our magic. But we sure can't practice here."

"I agree."

Without a second thought, the two girls gathered their things and rushed out the door of the compound, encountering Katara on their way. "Girls? Where are you going? We have another section today, remember?"

Twilight tried to come up with a good enough excuse. "Oh, uh well, yeah but we decided to…uh…"

"We decided to take a little flyby around the compound." Korra stepped in.

Katara's eyes widened in shock. "Are you sure that's wise. Tirek is still out there and the Equestrian guards have yet to arrive."

Korra bit her bottom lip, she had to come up with a different excuse, "Did I say 'flyby'? I meant uh, a…a walk! I think we just need some fresh air. You know, staying copped up in a room isn't really helping us much right now."

Katara only looked at both princesses with a skeptical look, while the girls smiled nervously, their eyes shifting from each other to Katara. The elderly woman knew something was up, but she trusted the girls non the less.

"Alright. But be careful and don't wander off too far."

"We won't. Bye!" the two girls dashed out of the room, leaving Katara behind with a worried expression.

The alicorns ran across the snow, away from the compound. "It feels so good to get out of that place." Twilight said as she and Korra continued to run. "I've only been there for a couple of weeks and it already felt like a prison."

"Tell me about it. Let's get to the spirit portal. It's the only safe place I can think of right now."

"Couldn't we have taken Naga to get there?"

"Yeah. Or we could do this."

Korra spread her wings open and flew up. But, with her new magical boost, she left behind a crater once she left the ground, causing Twilight to fall backwards and land on her rear.

"Hey! Wait up!" she too opened up her wings, and also created a crater in the ground once she was airborn.

"Whoa--WHOA!"

The girls zoomed across the sky, emitting a ray of sparkles similar to their color schemes as they soared. Their wings were even more powerful now, and they could barely keep in a straight line. They were flying so fast they grew farther and farther away from the South Pole.

"Maybe this wasn't such a bright idea!" Korra stated as they were zooming across the sky with less than zero control. Twilight flew beside her, her midnight, violet/pink streaked mane bellowing in the wind.

"Ya think?!"

Rainbow Dash and Flash Sentry were both keeping a watchful eye out for Tirek on a cloud above Yue Bey, when they were both suddenly interrupted at the sudden sound of a couple of girls screaming. Then, a stream of blue and violet zoomed before them, startling the two pegasus anthro ponies so much they jumped right out of the cloud they were on. Rainbow squinted her eyes as she tried to make out what she and Flash had just seen.

"Was that…Twilight?…and Korra?"

The two quickly flew after the pair, meanwhile at Air Temple Island, The rest of the Mane Six, along with Mako, Asami and Bolin were speaking to a group of airbenders, informing them of what to expect if Tirek were to attack their island. However, a gust of wind flew by, causing the fabric of their clothing to bellow as Korra and Twilight both came to a screeching, and screaming, halt. They panted once their feet touched the ground, but not without causing some semi damage to the ground.

Twilight fixed her mane and spoke to Korra, "Here's an idea; LETS NEVER DO THAT AGAIN!!"

Their friends rushed towards them and Rainbow and Flash landed right on time. Fluttershy inspected the girls for any injuries. "Oh my goodness! Are you alright?"

Applejack scratched the back of her head, "Jumpin' junebugs! When did you two learn to fly that fast?"

Once again, Korra and Twilight felt the magical twitch, their horn and star forehead glowed briefly as a few magic sparkles fell off.

"Uh, must have caught a particularly strong breeze." Twilight lied nervously as she began to sweat, before getting another twitch and was automatically teleported behind Rarity and Asami, "Or something."

Rainbow Dash arced an eyebrow in disbelief, "Must have been "or something", because there wasn't any breeze up there."

"And that doesn't explain why you girls are here to begin with." said Asami, "Didn't we leave you at the south pole a few hours ago?"

Korra once again twitched as electricity crackled, "We honestly don't know what happened, but we really don't have time to figure it out right now." Korra then began shoving Twilight away from the rest of the group, "Now if you'll excuse us, we have to go. Later!"

The girls yelped in shock when Flash flew up and landed before them, crossing his arms. "Hang on. You've been acting strange ever since we came back from Canterlot. What are you girls hiding?"

Boy were the girls in hot water now. All of their friends were looking at them strangely, waiting for answer. However, Twilight was already fed up with all of this as she confronted her boyfriend.

"Flash, I'm sorry if I haven't been myself lately but try to understand." she pulled out a finger every time she mentioned something, "I was beaten up by a couple of sociopaths, had my wings clipped, was forced to sit back and watch my friend nearly die from internal poisoning, my arm was burned," she demonstrates her scar, "I nearly fell to my death, literally, and for the past six months I've been gloomier than Korra's creepy cousins combined and now some crazy monster is out to steal all the magic! I am doing my best to get back on my hooves but your constant asking isn't helping so, please do me a favor and BACK OFF!!"

Flash did not know what else to say. He should have understood that Twilight was under a lot of pressure. However, that did not stop him from feeling deeply hurt by her angry outburst. Even Twilight was starting to feel bad. Korra came in between the two and led Twilight away. "Come on, Twi. Let's head back. We'll see you guys latter." instead of flying, Korra used her magic to teleport them both out of the island and back to the south pole….

Or, Ponyvile….

Korra groaned in frustration. Yeah, she really needed to master her magic.

Mako tried to comport his distressed partner in crime, "Hey, don't take it too personally. She's got a lot going on lately. Just be patient."

However, that did not reassure Flash in any way. Seeing his girlfriend so angry was a pretty hard thing to see, even if it wasn't his fault.

(~)

Tirek was now sitting on the Equestrian throne while the four alicorns sat before him. Neither one of them said a word as to where their magic had gone. Tirek found their helpless demeanor very amusing.

"Getting rid of your magic so that I cannot take it from you? That was your plan?" with his magic, he created images of the three different kinds of ponies, "How does it feel, knowing that soon, every Pegasus, unicorn and Earth pony will bow to my will, and that there is nothing you can do to stop it?"

"You will not prevail, Tirek." said Celestia, despite her weak state, she refused to give in to fear.

"I believe I will. I will find your magic eventually, right after I take the magic from this new human world."

Leilani flared her nostrils at the creature, "You leave them alone!"

Tirek simply chucked, "Give my regards to Cerberus." an orange orb appeared in between his horns as a ray shoot out of it, creating a square shaped portal that led to his former prison in Tarterus. One by one, the alicorns were levitated up and into the portal right before Tirek closed it. With the alicorns out of the way, there was no stoping him.

"You meant our will, didn't you?" Discord asked once he appeared in the room, using his magic on a stain glass window image of him playing puppets with some ponies.

"Of course." Tirek approached Discord with a sinister smile and removed the medallion he carried around his neck and placed it around Discord's, "Here, I want you to have something. This was given to me by someone very close to me. I give it to you as a sign of my gratitude and loyalty."

Discord marveled at the gift, "Oh, my! I do love a good accessory. I suppose that's Rarity's influence."

Tirek took a look at a new image on the window, which depicted him and Discord, him ridding on Tirek's horse half while he carried a sword and Discord carried a subway sandwich, which was cut by the sword. Tirek chuckled at the image.

"Amusing. But we have no time for such things. With the alicorns out of the way, we can now–" he then stopped on his tracks when he spotted yet another image on the window. It was one he had not noticed before. It was an image of what appeared to be…a fourth alicorn princess.

But what was even more surprising, was that there was a second creature beside her. A creature Tirek had never seen nor heard of before. The creature had hands and arms just like Tirek but it had two legs rather than four, and its face was round and pretty with dark brown hair styled into a pony tail with two more strands on both sides of its face and had beautiful wings coming out of its back.

"Is this meant to be humorous?!"

Discord chuckled, "Oh, no, I haven't touched that one yet."

"There's a fourth alicorn princess? And what is that creature?"

"Oh, that's Avatar Korra, the girl I told you about. She's the only human in her world who can bend all four of the elements. She became an alicorn princess just like Twilight after she united the worlds."

"And you did not tell me this?!

"I just needed some assurance that you truly considered this a team effort." he showed off his new medallion with great pride, "And now I have it."

"Then where can we find these princesses?" Tirek grabbed Discord by the neck, asking menacingly, "Where is their castle?

Discord laughed at this, "Castle? No, Princess Twilight lives above a library in Ponyville while Korra lives in Republic City. Well not recently, I hear she's been staying at her home in the south pole for the past few months. Castle?"

Tirek released Discord and rubbed his hands together, "Not for much longer."

With his dark magic, he melted away the image of Korra and Twilight from the window.

(~)

Applejack watched from her telescope from Air Temple island when she spotted something in the distance. The country pony placed her fingers in her mouth and whistled before exclaiming, "The United Forces are here!"

Tenzin and the rest of the group, as well as the airbenders, rushed outside to see the ships approaching the harbor. Tenzin sighed in relief. "Than goodness."

Mako looked at the ships with concern, "Tenzin, are you sure this is enough to fight against Tirek? This isn't like when the equalists took over. We're dealing with dark magic."

"He's right." Rarity said with equal concern, "Not to mention Discord is with him."

"We don't have any other choice." Tenzin stated. "With Korra and Twilight away, there is only much we can do to defend ourselves."

"My, you really are the smart one."

Everyone gasped and turned around to see none other than Discord standing behind them. Spike screamed and ran towards a bell outside of the temple, pulling on the cord to warn the rest of the airbenders.

"All units! We've got a code red! Repeat: Code Red!"

The bell rang loudly for all inhabitants of the island to hear. Every airbender and pony came running out and confronted the spirit of chaos, ready to fight him. Tenzin and the others took their stance. Fluttershy was hesitant, but stood her stance none the less, with tears forming in her eyes.

"You've got a lot of nerve showing your face around here." Tenzin said, glaring angrily at Discord. The spirit simply rolled his eyes and snapped his fingers.

In no time at all, every airbender on the island, even the bisons, and the group of friends were all trapped within cages. They cried out angrily at him, demanding to be set free, but he simply ignored them.

Discord then flew upwards towards the navy ships, bringing the sewed to life which began to rise up towards the ships, entrapping them in their now powerful grips, as well as the soldiers and sailors on board the ships. They tried to fight off the vines with their bending, but their efforts were proven in vain when they wrapped around their bodies tightly. Even the firebenders couldn't break free, it was as if the sea plants were enchanted. Which was pretty much true.

The Mane Six and Team Avatar continued to exclaim angrily at Discord to release them but stopped and whimpered in fear at the gigantic monster coming towards them, who was even scarier than Discord. Tirek, now with more magic, was able to levitate himself downwards and stood before the terrified group of humans. This was the first time they had all come face to face with the new evil. He was even larger than they had imagined, and more terrifying. His piercing golden eyes looked around, seeing the humans up close.

"So, these are the so called humans I have heard so much about. How amusing."

Mako instinctively unleashed a fire blast at the creature, but Tirek simply shielded himself with his hand, completely unfazed by the attack. Mako's eyes widened in fear, even bending couldn't take him down.

"Not as satisfying as Equestrian magic, but powerful none the less." he turned to Discord, "You sure this is all of them?"

"Oh, yes. Even her little dragon, too." Discord mockingly poked his finger into the cage, only to have Spike attempt to chomp his finger off with his teeth.

Opal, who was in a separate cage, attempted to send an airblast at Tirek, but it did not do much to him, aside than create a breeze for him. His eyes looked down upon her, making her heart race due to the fear of his evil-looking eyes.

"You humans have a lot of spirit. Taking that away would be most satisfying."

Bolin exclaimed against the bars, "You won't get away with this!"

"Oh, and why is that?"

"I…I don't know, isn't that what we usually say to bad guys?"

Mako, Flash and Rainbow Dash both hung their head and sighed in frustration due to Bolin's denseness to a dire situation. Fluttershy was crying on Applejack shoulder, as the country pony hugged her, while looking angrily at Discord.

"Why are you doing this? I thought we were friends!"

"Oh, we were. But Tirek offered me so much more than just tea parties. Surely you saw this coming."

"I didn't. I really didn't." Fluttershy cried harder and Asami too hugged her friend.

Just when Tirek was about to steal their magic, he was distracted when a combustion blast struck his face. The monster screamed in anger from the impact and looked around, trying to find the source of it. P'Li leaped from the roof of the temple and continued blasting at Tirek, away from the airbenders.

"You leave these people alone!"

Without hesitation, P'Li continued to unleash the powerful combustion blasts at Tirek, but they hardly did much affect. All they really did was make him angrier. Tire roar was so loud it literally shook the whole island, causing P'Li to lose her balance and trip.

"P'Li!" the ponies exclaimed with worry once Tirek levitated her up near his face.

"You will pay for your insolence!"

P'Li struggled in his grip but it was no use. Against her will, a red aura emitted from her mouth and from the third eye mark on her forehead which then entered Tirek's mouth. The woman could fell her energy fading as her eyes turned a pale shade of amber. Almost white. Tirek released the woman, who limply fell to the ground like a rage-doll. Everyone gasped in shock. P'Li tried to stand up and unleash another combustion attack, but the woman groaned as she hung her head, and her arms wobbled as she tried to keep herself up.

"What…what did you do to me?" she said weakly.

"Your magic is now mine." Tirek taunted, "Your pathetic attempts to help your friends was wasted."

P'Li couldn't keep herself up any longer and she collapsed. The airbenders all looked at her with worry and regret. After the horrible way they had treated her, she was still willing to defend them. She really was a friend after all.

Then, everyone panicked as their cages were being levitated by an sinister orange aura. Tirek opened up his mouth, and everyone began to scream in agony. From the airbenders' mouths came what appeared to be a white smoke which began to enter Tirek's mouth. The same happened to Tenzin, as his eyes began to lose their color.

Mako and Bolin felt the same sensation, only from them, came out a green and red aura, respectfully, from their mouths which entered Tirek's. Rarity could feel her magic fading, the magic leaving her horn, as well as her bending, which came out of her mouth in a blue aura. The same happened to Applejack, Pinkie, Fluttershy, Flash Sentry and Rainbow Dash, even Spike. Asami, despite not being a bender, she too could feel something leaving her. A purple colored aura escaped her mouth which also entered Tirek's mouth. Once he was gone, the cages lowered and everyone within them collapsed from exhaustion. Opal opened her eyes, revealing her once beautiful green orbs to be pale in color. The trait was shared by the rest of the airbenders, including Kai and Jinora and even Tenzin. Mako and Bolin's eyes were also pale, and the Mane Six and Flash…were reverted back into their pony forms. Their cutie marks were completely gone as were the cutie marks of the rest of the airbender ponies.

The humans and ponies all felt weak, even Asami. She felt like she couldn't build anything anymore. Any knowledge of how to construct or build a machine was erased from her memory. It was as if she lost her talents and was nothing.

With this new power, Tirek grew even larger in size, his body even buffer than before, a cuff of white hair grew on top of his head and his curved horns grew even larger and pointier. The silver shackles he had broke apart. The bending from the humans and ponies increased his transformation.

"You really think they'd do anything for them?" Tirek asked his companion.

"If Korra and Twilight have magic to give, it will be yours. Soon there won't be a Pegasus, Earth pony, unicorn or human who will be able to stand up against us."

However, Discord was not prepared for what happened next…

"Us? Who said anything about us?"

Discord looked at him curiously, "You did." to his surprise, Discord saw Tirek levitate him with the orange orb between his horns, rising his former partner up to face him.

"You've helped me grow strong, you've provided the means by which I can obtain Princess Twilight's magic, and now you are no longer of any use to me."

Everyone watched in horror as Tirek once again opened his mouth, and Discord opened his. His eyes glowing completely yellow as a dark colored aura escaped his mouth and entered Tirek's. The dark lord had stolen Discord's magic. Once it was done, Discord was thrown down into the ground just as Tirek prepared to leave.

The now weak former spirit of chaos looked up at him with lowered ears, and a lot of deep pain as he held the medallion Tirek had given him. "But you said this was a sign of your gratitude and loyalty." he said weakly, "A gift from someone close to you."

"My brother who betrayed me. It is as worthless as he is. And now, I have the power to take all the magic of this world, and nothing, not even your so called Avatar, can stop me."

The monster began to glow brightly in an orange aura before disappearing from the island, leaving a weak Discord with the captured airbenders, ponies and team Avatar behind.

"Surely you saw this comin'." Applejack said, though her tone did not sound harsh so much as sad. Discord looked on as Tirek stole the energies from the Battle Ship sailors, rending them defenseless.

"I didn't. I truly didn't."

Tirek manifested himself in front of City Hall, startling the crowed of people who began to scream and scatter in fear. The metalbenders attempted to attack Tirek, but their efforts were in vain, as he simply ripped the metallic cables apart and began to absorb their bending. In fact, all the humans that were within range, suddenly felt their energies drained as Tirek stole each and every single one of their 'magic.'

He then spotted a few spirits flying about in the city. He smiled wickedly and tested to see if they too had magic to give. Apparently they did, and the creatures fell to the ground, loosing their spirit powers their bodies now solid and could not float or fly or do anything. The spirit vines became gray and started to crumble at the seems.

Tirek was unstoppable.

(~)

Author's Note:

Only one chapter left. Now, I know I said I would not make Korra and Twilight's 'situation' disappear like 100% (I'm keeping true to my word), but let's get real here: If defeating an evil creature with ultimate magical powers with the magic of the you-know-what doesn't help at least help with their healing process, heck I don't know what will!