• Published 7th Jun 2020
  • 2,072 Views, 52 Comments

Ultimate Alliance: Villains of Equestria - PhoenixFlambe



You thought that was the beginning or ending of the end? Well you're wrong!

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Evil Rising

The birds are singing, the wind is blowing, Cozy felt like she had a really good nap. She is in for a rude awakening however, as that wind smelled nasty as it's blowing in her face. That rancid air caused Cozy to slowly open her eyes, until it came face to face with what appeared to be a one-eyed giant spider monster.

"Gah!" shrieked Cozy as she rocketed straight into the ceiling before coming back down on her bed. After seeing stars, she then snapped out of her stupor. The monster was still here, but it didn't attack. Confused, she then decided to leave the resting chambers, the monster following after her, much to her chagrin.

Upon leaving the room, she looked at what's happening around the main area at Grogar's Lair. Villains of every kind are seen chatting around. The Storm King had also apparently discovered his ability to control the wind. Using it, he created a mini-vortex to swirl Svengallop around, humiliating him. The other villains who watched only laughed at his misery.

"Woah! Put me down you dolt!" begged Svengallop.

"Well, if you say so," said the Storm King.

He then intensified the vortex, increasing the force and sending Svengallop straight into the ceiling. Unfortunately for him, he crashed down hard on the stone floor head first, causing a huge concussion on him. The rogues only laughed even harder.

"Alright, enough playing around," berated Grogar, "it's time for battle preparations."

"Would you like some heavy metal to get you riled up?" suggested the Storm King.

"NO!!!" yelled the ram.

"Well okay, seems like you're riled up already."

"Anyway," began Grogar, "I would like to introduce you to an old companion of mine, and it seems like the filly has met him already."

"That ugly thing?" spat Cozy as she pointed at the spider monster behind her.

"He is no 'thing'!!! His name is Ahgg, and he is one of my best creations to date, exhibiting high intelligence and extreme loyalty only to me. I tried releasing him, and for some reason he really wanted to stay with me. So I did and now he is what I would call my right handed servant." bellowed Grogar.

"Wasn't I your right hand?" questioned Bray.

"You are my second-in-command," clarified the necromancer.

"Sure didn't treat me like one," mumbled the donkey.

"Would you like to speak louder, my second-in-command?" threatened Grogar, his horns glowing menacingly.

"Nope! No, sire! Everything's okay and dandy!" said Bray, quickly shaking his head in fear.

Despite this, Ahgg growled at him, ready to pounce at any moment.

"No, Ahgg, be patient, I still have use for him," commanded Grogar.

Ahgg obeyed, retracting back his stance.

"Anyway, all of you gather up! It's time for a briefing," hollered the ram.

"Ugh, I hate briefings, why don't we just go Leroooy Jenkins! Worked for me," drawled the Storm King.

"You shall learn that the mind can vanquish the sword. After all, you and the others failed because you don't think," mocked Strife.

All the others looked angry at him for the remark. Except Grogar, who wholeheartedly agreed.

"He's right my allies, he speaks wisdom. And that is why I have a plan."

With what he said, he shot a beam of magic at his orb, the object emitting a hologram of the map of Equestria.

"Okay, listen up, and I mean you all listen well, cause if I ever witnessed even a single blunder, you won't like what's coming for you next. We have many different territories to lay siege on. Our main target is where the ponies live, Appleloosa, Canterlot, Cloudsdale, the Crystal Empire, Dodge Junction, Fillydelphia, Manehattan, Ponyville and so on so forth. The others are Yakyakistan, the Dragon Lands, Griffonstone, the Changeling Hive-"

Chrysalis tensed upon hearing her old homeland, "Ah yes, my old home. Where my people betrayed me."

"Indeed, as I was saying, the Changeling Hive, the Breezie Village, Dimondia, Aquastria, Klugetown, Hippogriffia, Seaquestria, Abyssinia, Ornithia, Caninia and Farasi."

"So basically, the whole world," Tirek stated.

"Correct, I will divide you into many teams, each of you assisted by my army and my monsters, we will all launch a swift, surprise attack. And I will also put some of you as ambush units. It will be a lightning war. No pun intended, Storm King."

"Awwww," said the Storm King as his face drooped.

Grogar then conjured a wooden pointer and begun pointing at the target locations.

"Sombra, Diomedes, Bumble and Charlatan, I'm sending you to the Crystal Empire, I need you to help liberate the crystal ponies from their tyrannical rulers."

"Absolutely, it will be a piece of cake, crystal cake," Sombra affirmed with a bow.

"Don't ya worry, pal, I'll save them! Justice will be delivered at their doorstep!" Charlatan hollered, raising his flippers triumphantly.

"Aye, I knew they shouldn't have allied themselves with the Princess of Friendship," scowled Diomedes.

Grogar then discussed the next target which was the seabound place of Aquastria.

"Squirk, I'm going to send Crank to Aquastria, where he lies in ambush, my sea monsters will follow suit as well, I need you for the main target of Ponyville, in which you will also ambush them. Once you're done, come to Aquastria to assist Crank and after that, both of you march towards the joint lands of Mount Aris and Seaquestria, the Raptorians will provide air support."

"Such wise words, almighty Grogar, surely you are the best strategist," commended Crank.

"Hey! I thought I was your boss!" snapped the kraken, who glared intensely at his minion.

"Don't mind him, he flatters me. Anyway, Erebus, Svengallop and Zeb, you're my main units to attack Ponyville. Give them one heck of a show if you know what I mean."

"You read my mind brother. We are reunited together at last, aren't we Knight Shade?" taunted the Zebra.

"Oh no....." murmured Svengallop, who was very hesitant in carrying out the plan.

"Tirek, Chrysalis, Storm King, Ralph, Sam and Strife, you will land an assault on Canterlot, Storm King will provide a strike from above thanks to his new powers and the new ship the Gizmonks had made for you."

The Storm King gasped in glee, squishing both his cheeks at the thought of a new ship given to him.

"For me?? Aw you shouldn't have. You hear that, Strife ol' buddy pal? Just like the old times!" he added as he hugged his former second in command.

Chrysalis, Tirek and Strife all groaned.

"This is the one who conquered many nations?" questioned Tirek.

"Conquered?" the penguin king interjected.

"Oop, I mean liberated, yes," the centaur corrected himself.

"Heh, yeah. I bet he couldn't tie his own shoes as a kid," mocked Chrysalis.

"Hey! I will let you know... I don't wear any shoes!" declared the Storm King proudly.

The three baddies groaned a second time, also rolling their eyes in addition.

Grogar then pointed with his pointer at the cat and lizard couple.

"You and Rep shall subjugate the savage Diamond Dogs of Dimondia, after which you shall proceed with the help of a few fellow beasts of mine to Caninia."

"Great, I never liked those filthy dogs anyway," agreed Katrina.

"You sure you want to do this my love?" asked a worried Rep.

"At this point, I've already lost everything, what more could I lose?" sighed the sorceress.

"Lavan and the Jewel Wizard will hit the shores of Farasi, bring the heat to them."

"These fools will burn!" roared the lava demon.

"And why should I care? No reward, no work," the Jewel Wizard complained.

"You want jewels huh? Well first of all, there is a castle in Zebrat, where its treasury is most likely stored, you can raid it and take as much as you want. And second, I'll be giving you these," advised Grogar as he handed a set of five jewels to the wizard.

"What are those?" asked the Jewel Wizard.

"I've made these during my original reign over the lands that shall soon be known as Equestria. I've poured the raw energy and power of the five elements, the red Stone of Wrath grants the user to channel their anger and rage into fire and brimstone. The blue Stone of Acceptance channels your willpower into a fluid liquid state of water. It can also become a solid state of ice as you harden your heart. The yellow Stone of Compliance grants you geomancy, the ability to shape the ground you walk on into a weapon, like bending the earth. The purple Stone of Pride grants you the power of the tempest, the weather will bow at your command, not even the pegasi or the flying creatures can stop it," explained the necromancer.

"Ooh, can I have that?" asked the Storm King as he reached towards the purple jewel that the wizard was holding in his hoof.

"No! Mine!" snapped the greedy wizard as he flicked his hoof away from the yeti king.

"What he said, those are meant for his to use only. Besides you already have the power of the storm. Anyway, and finally the black Stone of Dread, its dark powers will create the most horrifying nightmares one has ever seen. You can become fear itself that way."

"I see, hehehehehe...." the Jewel Wizard cackled, "Now I shall be the only great and powerful Jewel Wizard there ever was!"

"Not like anyone else became one," commented Cozy, who rolled her eyes.

Grogar then pointed at the three shadowy beings that were the Pony of Shadows, Rabia and Ira.

"You three will darken the skies of Ornithia, bring your umbrum army with you."

"Ah, finally! With my return and our combined powers of pure unfiltered darkness, this battle will be legendary! All shall tremble in fear of the Circle of Shadows," guffawed the Pony of Shadows who then laughed.

"The Circle of Shadows, what a great name," agreed Rabia who nodded.

"What about the Shadow Strikeforce?" suggested Ira.

"That works fine too, dear," the umbrum mother nodded at her daughter in agreement.

"Cosmos and Eris shall head to Abyssinia. Show them why your powers should be feared. Also, Crunch, I need you to head towards the Technotitan Basin to deal with those Guardians, I do not want them to interfere with our battle," said the ram to those three.

"I have a question, why is this kitty heading towards the places I am placed in charge of defending?" asked the Rockdog.

"Kitty?! Me?! A kitty?!" scowled Katrina at the remark.

"I can explain. About that Heart Stone, I suspect one of those greedy Diamond Dogs stole it, we need Katrina to bring them in for questioning," lied the treacherous sarimanok, trying to keep Crunch in line.

"Why those ungrateful mutts! After all I did to protect them, this is how they treat me in return?! Rrraaaaagh!!!" yelled Crunch, pounding at the ground violently, causing a tremor that shook the room.

"Stop it! If you want to unleash your fury, do so when we commence our plans!" thundered Grogar.

"Ahem, and finally, the Mean Six over there will sow up discord within the other pony nations. After all, they can't put their faith in their heroes if they are incompetent, bad and downright rude."

Twilight put a hoof to her chin at the thought of Grogar's plan.

"Sounds devious, they won't know what hit them till it's too late. Hehehe..." she snickered.

"Beezen has already laid the foundation this morning, all he needs is a signal, which will come from me. And finally, Ahgg and I will assist with the main forces at Canterlot. Now then, any questions?" the ram finally finished.

Cozy Glow raised her hoof, still hovering and fluttering her wings at the long briefing she was subjected to.

"And what do I do? Can I be an alicorn again? That taste of power is too sweet to just not have." the pegasus filly asked.

"You? An alicorn? Don't make me laugh!" cackle Zappityhoof.

"You aren't old enough and shouldn't even be having one to begin with, let us have that power instead almighty Grogar!" begged Goldcap.

"Oh yeah?!" Cozy snapped back, "Well y'all just crazy marechilds who is too old to be playing gods. And even a stallion here wants to be a pwetty lil' princess!"

"Hey! For your information, I, Decepticolt have a dream, to be the first male ruler of Equestria! Surely, there's one other individual that shares it," the blue unicorn proudly declared.

Everyone except his friends, Svengallop, Diomedes and Grogar all laughed at him.

"Grrrr!!! What? Can't I dream? Why is it always me that's been laughed at?!" fumed Decepticolt.

"Silence!" hollered Grogar, "That's enough, all of you! Anyway, those three are right, I do not trust you with any alicorn powers of sort."

Cozy Glow pouted, crossing her front legs.

"However, you have the ability and skill to manipulate. You will go and assist the Mean Six in whipping up fear among the races. United they stand, divided they fall they say. And dividing them shouldn't be difficult for you am I correct?" said the ram.

"Hmm, yeah, you're right, there is one problem though."

"Which is?"

"I'm a wanted criminal now, everyone and I mean everyone is going to recognise me upon seeing my face!"

Grogar stroked his beard in thought.

"Hmm, you're right, I can fix that for you," offered the necromancer.

With his pair of horns glowing, he began to cast a spell at Cozy. While she yelped at first due to initial shock, the spell wasn't actually painful. It then began to do its work, changing from top to bottom her appearance. Her mane became a golden yellow, her coat an even more vivid pink. Her freckles even disappeared. Otherwise, her stature remains completely unchanged.

After her transformation, she begin to inspect herself. "Great, now I look like my twin sister."

"You have a twin sister?" Tirek asked.

"I've given you all I will," said Grogar, "Don't mess this up. Speaking of which...."

Grogar then extended his hoof as if to expect something. "My Bewitching Bell, where is it?"

"Oh golly, about that Grogar...." stammered Cozy.

"We have run into a few complications...." added Tirek.

Grogar then slammed his hoof into the ground in anger.

"Complications?! What complications?! I demand to know!"

"It's... a long story...." the pegasus filly quavered as she begins to explain a very completely untrue and long tale of how she and Tirek failed to retrieve the bell.

Upon hearing this, the ram screamed in fury, aiming and zapping at the stalactite above Svengallop. The stalactite dropped but fortunately for the showpony, he reacted quickly and dodged out of the way, causing the rock to impale the ground instead.

"You two idiots have one job! One. Job!" the ram screamed before he sighed, "No matter, I have some power left to do this."

With intense concentration, Grogar began to cast yet another powerful spell. Demonstrating his abilities as a necromancer, his eyes glowed white, lightning began to strike from above. Everywhere around the rogues, skeletal arms begin to dig themselves out of the ground. Upon fully pulling itself out, it revealed that it belonged to the skeletons of unknown creatures. Some are huge and bulky, but most are slightly bigger than Cozy herself. In their hands wielded various weapons: swords, crossbows, clubs, shields, spears and many more.

"So this is the power of Grogar," said Chrysalis in awe.

"All that without the bell," added Tirek.

"What even is he??" concluded the trio's sentence with Cozy.

"Creatures from all over the world! And allies of many nations!" bellowed Grogar, "Behold, my army of undead Troggles! Nearly invulnerable, you can never put them down for they will rise, rebuild and come back from every and any defeat!"

"With our prowess, might, sorcery and cunning, we will depose of the ponies once and for all! Monsters! Heed my command, and destroy them all! Show them why you're created and your true purpose!"

At the orders of Grogar, the Troggle army began to march out of his hideout and into various lands of Equestria, beginning the subjugation and conquest.

"Oh right, I almost forgot," added Grogar as he casted another transformation spell on the Pseudocorns.

This time, their colours didn't change and instead they began to sprout magnificent wings, which matched their coat colours.

Upon transformation, the Pseudocorns began to look at their newfound wings in absolutely glee, before proceeding to take off in flight.

"Woohoo! I have wings! You got wings! We all got wings!" cheered Zappityhoof.

"Finally! We have become REAL alicorns!" added Goldcap.

"My dream has been realised!" finished Decepticolt.

"Tch! Amateur wannabes," Cozy pouted as she folded her front legs.

"I have blessed and entrusted you with great power, you three will be sent to an isolated part of Equestria, where my old friends live. Send them a 'greeting' they'll never forget," said Grogar as he smirked ominously.

"Now then, any questions before we head out?" he asked.

Cozy Glow raised her right hoof and waved it intensely.

"What is it, young filly?" questioned the ram, who was visibly irritated.

"Uh, Mister Grogar? Can I go the bathroom? I've been holding it in since that long briefing you gave," requested Cozy Glow.

"You need to what?!"

"I need to go and do my business!" she wailed at the top of her lungs.

"Actually, I need to go too," Chrysalis agreed, also raising her right hoof.

"And me," said Eris as she raised her right hand as well.

"Ugh, fine, anyone else?" the necromancer sighed.

Almost nearly half the group raised their right appendage as well.

"Grrrr..." growled Grogar, "Go! Anyone who needs to use the bathroom, it's at the cavern right over there. I conveniently split the two rooms accordingly. You have fifteen minutes before I drag you all out of there."

With the warning Grogar had put in place, the villains quickly made haste.


In the ladies, only three are left. They are Chrysalis, Eris and Cozy Glow. The three finished at the same time and exited from their stalls.

"You girls really lost Grogar's bell?" Eris asked as she washed her hands.

"It was difficult to obtain it the first time, so who's to say it'll be easier?" Chrysalis replied, also washing her hooves.

"Meh, fair point, see you outside."

When Eris exited, the two are left alone, now able to carry out a private conversation.

"Is the bell hidden safely, small one?" inquired the changeling queen to the filly.

"Eeyup!" affirmed Cozy Glow, "The bell's hidden in a place where that wily old goat wouldn't even think to check!"

"Excellent," smirked Chrysalis as she licks her lips devilishly, "With the bell in our possession, Equestria will be ours once more! And these fools won't be able to stop us!"

"Correct," nodded Cozy, "besides I hate having to share with more of these guys."

Cozy then tried to exit the washroom, but Chrysalis stopped her.

"Ahem," coughed Chrysalis.

"What?" asked the filly.

"You gonna wash your hooves?"

"Noooo..... Cause I'm evil," teased Cozy Glow as she makes her exit.

Chrysalis looked on in surprise before going back to her reserved state.

That's truly evil indeed, she thought to herself.

Author's Note:

I'm not entirely proud of this chapter given the heavy exposition and dialogue. Hopefully after this comes the climax and better writing. I'll try not to put too much dialogue.