• Published 27th Nov 2021
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The Pony Guard (Season 4) - MXCDarkHorse2020



The Lion and Pony Guard all seek to protect Ponyville all while learning more the ways of friendship as the threat of Scar grows.

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Episode 17: Midnight Sparkle and Nightmare Rarity Part Four

Episode 17:

Midnight Sparkle and Nightmare Rarity Part Four

On Earth, Midnight has wasted no time in engaging against both her brother and her former mentor in battle. Ever since their fight started, both ponies were equally skilled and were able to go toe to toe with the dark alicorn. They were each able to trade blasts at her yet were not able to land hits on her due to her immense skill and strength.

Clearly, whatever training she went through since the wedding sure has paid off for her in a big way. But also very, very, bad, for those trying to go up against her since she is fighting on the side of evil.

“Sister!” Her younger sister cried out while watching this unfold not wanting her to fend for herself upon seeing that Twilight is forcing her on the defense.

“Just go get ready for when the Nightmare Forces come! Protect Ponyville!” Celestia commanded of her. “We’ll hold her off as long as we can!”

“But…”

“Go now Sister!”

Before Luna could protest even further, Midnight moved to force Celestia away with another powerful blast forcing her to produce a protective shield and resist succumbing to her powers when she unleashed another beam at her horn.

Seeing that she has no choice, she moved to quickly don some armor before moving to the other leaders who are all watching as Celestia and Twilight duke it out in the skies while Shining Armor keeps even footing with them from the nearby roof tops.

“What should we do, Luna?” Simba asked the night monarch while watching the fight from the ground.

“For now we stand by and prepare of the Nightmare Forces arrival along with Rarity since she’ll too be coming here to fight against us.” She stated.

“But what the Lion and Pony Guard?” Spike asked looking up in the direction of the moon where they are all being held captive at. “How are we going to rescue them?”

“We are going to fly our way up there!” Cadance declared while spreading her wings out and stretched her back. “Climb on, Spike!” She then turned to Simba and Nala. “You keep watch on the Nightmare Forces alongside Luna, we’ll help the Lion and Pony Guard!”

“Wait!”

“Cadance!”

The two shouted after her before she can take off.

“Please bring our son back to us alive.”

“And be careful.”

They gently implored of her with pleading looks.

“We will!” Cadance nodded before adopting a serious expression before flying up in the direction of the moon just when the Nightmare Forces and Nightmare Rarity all prepare to make their way down to invade Ponyville.


Meanwhile in the prison cells, everyone was all moping around in defeat with no way to escape along with being able to save Equestria.

While Kion was still in a deep state of depression, Rainbow on the other was already starting to lose it while screaming and shouting in vain.

“AHHH! Let us out you…you dingus! Dingus! Dingus! Dingus!”

“Please, Rainbow Dash!” Applejack implored of her really annoyed. “Enough of the dingus…es”! Dingusi? Whatever it is in the plural.”

“Dinki!” Pinkie answered.

“Thanks.” Fuli said sarcastically.

“No problem!” She cheerfully replied to which the cheetah rolled her eyes in response to that feeling she could have sufficed without the answer to that question.

“Then what are we gonna do, huh?” Rainbow questioned the farm pony expecting an answer to how they can escape.

“Hey believe me, I’d love to help by flying out…” Ono remarked very agitated. “…but as you can or can’t see I am cramped inside this bucking tiny hole!”

“And also apparently, over react in a completely unhelpful way! Like you always do!” Applejack scoffed in response.

“What?!” Rainbow snapped. “That’s insane! Applejack! Completely insane! You’re the one who is all “Howdy, pardner” about everything!”

“What does that even mean!” Applejack retorted just when Kyoga and Fuli were both getting annoyed out of their wits by their arguing.

“Seriously, you guys!”

“That’s enough!”

The two shouted.

“Dinki Pinkie Do!”

“Dinki Bunga Do!”

“Stop being…” Ono shouted with the following words hard to make out to the others loud arguing.

The bunny felt visibly uncomfortable with all of this fighting to which Fluttershy was quick to pet and comfort the poor critter in assurance. “It’s okay, Miss Buffy…they don’t actually mean it. We are all best friends.”

“Your crazy, wonderful, selves…” Fuli said with her tone softly at the same time Kyoga had the same epiphany with her magic glowing around her and Fuli’s bodies.

“Whoa!”

“Un-Bunga-veilable!”

Both Rainbow and Bunga gasped.

“What the hay is that?“

“Yeah, what he said?”

“I don’t know!” Ono answered at a loss for words yet unable to move a muscle due to his restraints.

“I was just thinking about how glad I am that we’re all friends!” Fuli admitted. “…and about what we would’ve missed out on if we hadn’t ever met with each other!”

“I remember when we all met you and your friends when you first arrived in Ponyville!” Pinkie recalled while her hoof emits a pink glow.

“From the way we worked together in the Everfree Forest, I just knew we were going to best friends forever!” Bunga added just when he found his claws emitting a dark blue glow.

“Ooh, shiny!” Pinkie remarked on the pink glittering glow from her hooves.

“Wow-eee! Look at me!”

The two shared just when the others see their bodies glowing once they all started thinking of their happy times together from the first day they meet to today. And they weren’t the only ones seeing and feeling it…

“Oh, my! That feels…like home.”

“Poa!”

Both Fluttershy and Beshte awed at the dazzling sight around them.

“What is happening?” Ono asked unsure of what to make of this while his body glows a bright white light.

“I don’t know. But I know we should celebrate when this is all over.” Beshte replied with a proposal while his body produced a shiny silver glow.

“I agree partner.” Applejack agreed with that suggestion while her body glowed bright orange. “Let’s all have a big party for Rairty when we get her home.”

“And maybe Spike will finally tell her how he feels!” Rainbow also proposed while her coat glows bright sky blue.

“Yeah, right!” Bunga scoffed. “He’d be lucky if he can work up the courage to say “Hi” to her after this is all over.”

“Bunga…” Fuli chided while her body glowed a golden shade of yellow. “…like you’re one to talk about going after someone tongue tied like you’re Cupid’s cousin.”

“But I am…” He protested. “…am I?”

“Nope.” Fuli bluntly shook her head while admiring the golden shine on her fur. “But I must say this is very enlightening.”

“Ha, ha, ha, ha!” Pinkie laughed. “A Twilight pun!”

Suddenly she stopped laughing upon realizing what she said and turned to see the still downcast lion and the only one not glowing with his head turned away. “Oops.”

“Now come on, Kion.” Bunga attempted to cheer his best buddy up. “There may still be some hope. I mean both Princess Celestia and Shining Armor could be down there right now taking her on.”


At that moment, the two ponies are taking are on in battle but are slowly losing their energy with every passing magical attack she throws at them. It has gotten to the point that the Crystal Empire Prince can’t keep pace on the roof tops anymore and had to retreat to lower ground to try to reserve his energy so he can try to figure out how to help the sun princess who is likewise slowly but surely growing weaker in her fight against her former protégé.

“We are so not taking her on!” Shining Armor otherwise cried out in pain as he tripped in his footing after taking another blast from his sister before crashing face first into the ground from the roof he was standing on in an ill attempt to try to give himself a boost to try to launch another attack at her.

He had no time to waste before ducking out of sight when Midnight moved in to try to spot the unicorn out before ducking undercover so she can get a better look at where her former mentor is hiding.

She was currently catching her breath after stopping for a moment after seeing that she has lost sight of her…

“LOOK OUT!” Shining Armor shouted after her just when she turned her head and…

*ZAP!*

“AAAHHH!” The princess screamed before blasting her with an electricity filled spell attack before plummeting to the ground.

Luckily for her, Shining Armor was quick to catch and break her fall. “Gotcha!”

Only for a few seconds were the two able to catch their breath while looking on at the mare who is patiently bidding her time watching on at them at her mercy while continuing to glare daggers at them with her icy cold stare.

“I see you’re having as much fun as I am.” Shining remarked while panting just when Midnight charges her horn with a mixture of dark colors on her horn.

“Run!” Celestia seriously ordered of her brother before quickly taking cover in the nearby dark alleys so Midnight can’t get another shot in.

“You both got nowhere to go!” Midnight shouted in their direction while they both run through the shadows trying to think of a new approach to countering her dark magic. “And you both know you can’t hide from me forever!”

It there was no denying in their minds that she is right, at the rate this fight was going they can’t stop the inevitable from happening and they will end up falling on their knees in front of her and soon, Scar himself. All they can do now, is bid their time and have hope that their backup will save them in time.


At that moment, Kion barely turns to Bunga unconvinced. “Okay…” He scratched the back of his head upon remembering who exactly he’s talking about. “…Maybe not. But point being we still can’t give up on her. Even if she says she doesn’t want our help.”

“How?!” He expected an answer just about ready to lose his patience with him.

“…well…she could just an expendable pawn for Scar who is just waiting for the right moment to betray her.” He quickly came up before sticking with it. “Yeah! Considering he’s a well-known liar he’s probably waiting until after she takes over Ponyville!”

“Yeah!” Pinkie leaped up before rapidly speaking her mind. “Much like whatever backstory he told her about why he turned on his big brother Mufusa. And when Scar does betray her she’ll probably be all…” Made herself cry. “…but I thought we were in this together?” She shakes off the tears. “…and he’ll be all…” mimics Scar’s voice. “…Sorry not sorry Twilight, but it’s every pony or lion for himself out there.” Returns to her normal voice. “…and she’ll be all sad and leave town never wanting to come back after the guilt and pain of betraying us all!”

Everyone but Bunga was left wide-eyed at what she just rambled until Kion spoke up of his thoughts.

“That…would…actually be...spot on.” He admitted recalling of how Scar met his initial end in the Battle for Pride Rock while sitting back up and thinking more about what Scar would do to her knowing that he would be more than willing to betray anyone in an instant. “We got a figure a way out of here!”

“Well, look who’s got a sudden burst of courage and heart for his former friend.” Fuli complimented with a pleased smile. “Guess that did the trick?”

“Yep, I know.” Bunga remarked feeling proud he actually thought of that when he did. “I do what I do best being Bunga the Wise!”

“For once, yes…” Kyoga admitted but then warned. “…but don’t let it go to your head!”

Beshte spoke up seeing upon seeing that Kion’s body is now glowing red just when he has stood up filled with confidence and determination. “Poa! Kion! You’re glowing just like the rest of us!”

“Because I remember I first stepped into Ponyville I was just feeling down when my dad didn’t have faith in my team. Twilight was the first pony I talked to about this and after learning of her isolated background we both knew that we were going to best friends and do you know why? Because we work well together even as enemies. Which means as leader of the Lion Guard it is now my mission to help her realize who she truly is and who she was meant to be.”

“That’s the spirit, Kion!” Beshte complimented with a grand smile.

“Not trying to be a spirit breaker but…” Ono spoke up while barely moving a wing due to his restrains. “…how are we going to get out of here? We’re still trapped here!”

Kion examined the metal bars in front of him before retracting his claws and quickly got to work into scratching his claws onto them.

“Kion?! What are you doing?! Now’s not the time to be scratching metal?! Unless…?” He realized. “Ooh...of course!” But then had another concern. “But are you sure your claws can cut through all of that metal? It’s pretty dense stuff!”

“Well…” He spoke undeterred and still set on going through with it. “…only one way to find out because I don’t plan on stopping until I get us all out of here!”

“Now that’s what I like to hear from the Lion Guard’s Fiercest!” Fuli nodded with an approving smile seeing that their fearless leader is back in business ready to do his part in helping defeat Scar and his forces just when a rainbow shimmer shines throughout the dungeon even through Kyoga's stone encased body. “The spark that makes him happy along with our friendship that’s lighting up this room.”

“Amazing!” Kion remarked while taking notice of it himself.

“Beautiful!” Bunga remarked with sparkling eyes.

Upon having the realization in his mind to push him into trying harder than ever into cutting himself out of his cell had Kion singing in an upbeat manner. All while his friends watch him work his way cutting through the bars with determination.

I See the Light


Meanwhile just outside of the castle balcony, Nightmare Rarity looks on witnessing both the white alicorn and white unicorn both being drawn away from the others courtesy of Midnight’s battle plan in order to ensure that their takeover will be effective. While she takes care of Celestia and Shining Armor, Rarity on the other hoof will take care of Luna and the others with the Nightmare Forces by her side.

Princess Cadance with Spike riding on her back has managed to arrive on the moon at that moment, but moved to duck for cover upon arriving to avoid being spotted by the Nightmare Forces when she landed right in front of the castle.

“Shh…” The Princess of Love whispered to the baby dragon. “We need to get that castle without being spotted.”

“Got it!” He nodded before leaping off of her back before moving to walk alongside her. “Okay, Spike-boy…” He personally vowed to come to his friend’s rescue. “…sure you’re in the land of nightmares, but your friends need you. This is the time to show everypony what a tough dragon you can be.”

The two make their way uphill before coming across a fork in the road.

“Hmm…” Spike scratched his head at the sight of which path they should take. “…And I shall take the road less travelled!” He declared while setting out in that direction…

…but the pink alicorn quickly whisked him away from that direction upon seeing the eerie darkness down that route. “Huh?” He then looks down and sees the creepy eyes in dark magic mists creeping there. “Actually, if we want to find anypony, we should probably take the road more traveled!”

“Good idea.”

While walking down the right path Spike found himself the time to sing feeling brave and mighty to lift his own spirits.

“Who is the mightiest dragon ever?

Who will bring joy to all forever?”

But then he started feeling tired and drowsy when green mists of magic and smoke seeped nearby.

“That little dragon who saved the day…

and made all of the ponies call out… neigh?

The most famous dragon you ever liked

His name is…

Spike…Spike…Spike…”

He ended up dropping to the ground while resting his head on a nearby rock just when Cadance coughed and used her magic to create a dome of air around her head before moving to do the same with Spike.

“But poor Spike…

…he ran all day…

…He ran so long, he lost his way…”

At the same time some nearby slugs have taken notice of this and moved to crawl on top of him with one of them pinching his nose to get him to stop unknowingly breath in the magic that’ll put him to sleep.

“Until Spike the mighty saved the day!”

“Spike! Wake up!” Cadance urged him to his feet while using her magic to make sure he can safely breath with her magic protecting him. “What in Equestria?” She yelped in alarm upon seeing the slugs crawling onto him.

“It’s okay, Cadance, it’s okay…” He quickly waved his arms around to make sure she didn’t scream and nearly give their position away. “…they actually helped me from falling asleep.” He then sees that they their color changed into one that matches his skin and even the matching dark blue mist accompanying the Nightmare Forces.

“Chameleon slugs!” She recognized upon seeing their rapid color change they demonstrated just when Spike turned her attention back to the castle nearing on the horizon. “I remember Twilight telling me of how they blend into the environment when avoiding Luna’s presence during her banishment here when she did her research of them.” She recalled her doing just that during her visit in Ponyville.

“Yep! I remember that!” Spike recalled the memory of her sharing this information when looking up information on the parasprites when they invaded Ponyville before setting his eyes back on their mission. “And since we’re here that mean’s Rarity has to be in there along with the others! Now it is time to get stealthy and these camoflauge slugs will be perfect in helping us!” He then turns to all of the slugs that have appeared before him. “Are you ready to join us on a epic quest to save a couple of damsels in distress?!” The slugs all just eye him but are all open ears to what help he seeks from them. “I’ll take that as a yes.”

The slugs all moved to cover him up while more appear to do the same to Cadance who visibly expressed slight discomfort with them crawling up on her body before accepting it along with casting some of her magic to help make herself look more invisible since her armor gives away a shining glow that would blow their cover if seen.

By blending into the environment they were sneak their way up their way towards the castle and just managed to reach the stairs leading to the balcony where Nightmare Rarity is now dressed in golden armor ready to lead the troops towards Earth seeing that Ponyville is now vulnerable enough to make their move.

“Are my ears burning? Because with how hot I look, I should be on fire!” She remarked on her décor while motioning one of her minions to float over and kiss one of her front hooves as a show of respect for royalty to which both the alicorn and dragon both take this opportunity to sneak by them.

“Come on, little guys!” Spike whispered to his camouflage buddies while making their way inside the building.

“Now it is time for Nightmare rule by decree of Princess Midnight Sparkle!” The unicorn declared while charging her horn and leading her followers on towards Earth.

Before taking off, Cadance’s armor briefly shined which shot a blinding glare in their direction to which they quickly shook off before following after their unicorn commander. During the glaring distraction, the slugs all leaped onto Rarity’s chariot just before it could take off while Spike ducks off in the nearby corner.

“What is it?” One of the forces questioned the other rubbing his eyes.

“Don’t know…” He groaned. “…must have caught her armor at a bad angle.” He ended up recovering from it. “…no matter whether the love of her life is giving us the silent treatment for when get down to Earth because even with that little dragon’s cleverness, his silence won’t save Rarity once his life is gone.”

“Joke’s on you…” Spike remarked in their direction after they took off for Earth. “…I’m not the only one who loves Rarity, and you’re about to find out the hard way! I guess that’s what you get when you don’t know what true love and friendship are! …that and a couple of slugs in your chariot!”

With all of the remaining Nightmare Forces gone, Spike proudly turns back in the castle’s direction while proudly continuing to sing with one obstacle left for him and Cadance to overcome.

“No dungeon too dank, dark, or dirty for Spike, Spike, the mighty!”

Turning his attention back in their quest to rescue their friends he began looking through the nearby doorways one by one. “The dungeon shouldn’t be this hard to find…”

“Spike! Over here!” Cadance called out to him while gesturing to the bright light coming from one of the rooms in a loudly yet hushed tone. “If anypony can make beautiful light like that, it’s definitely our boys and girls in here!”

Spike quickly and eagerly moved to run over to where the Lion and Pony Guard are being held captive just when Cadance quickly whisked him away before gesturing to what’s guarding the doorway. “Of course they left those two guys behind…sheesh. Twilight would have never made it this easy.”

But Cadance already having an idea of how to deal with them, felt it won’t be a problem. “Not to worry, Spike! I got this!” She whistled to get the guards to wake up before appearing to wave at them while batting her eyelashes at them. “Oh, boys!” Just before any of them could react, she already charged up her magic to fire a massive blast at them to knock them both out. “Whoopsy Daisy!” She said trying to act innocent about it while fluttering her eyelashes.

“All right, way to go Princess!” Spike cheered gaining the attention of the prisoners who are all ecstatic to see them here to rescue them.

“Spike! You’re okay!” Kion exclaimed feeling pleased while continuing to saw the metal away with his now thinning claws.

“You are one tough tiny dude!” Rainbow complimented with her jaw dropped upon seeing him again.

“Aw, thanks! It was nothing!” Spike said while wiping the sweat away from his forehead. “Just a dragon doing his mighty dragonly duty!”

“And Princess Cadance!” Fuli gasped with joy. “And are we glad to see you both!”

“Oh, the pleasure’s all mine!” She replied with a grin to match the cheetah’s before turning to Fluttershy who is petting her new pet bunny. “Uhh…Are you okay there?” She asked while wincing a little at what the Pegasus pony is cuddling.

“We’re totally awesome!” She positively replied much to her slightly baffled look not knowing what creature she is cuddling before deciding it was best to drop it for now.

Jusr when she turned back she suddenly expressed startled shock upon finding herself face to face with Kyoga in her frozen stone cold state. "Ooh! Kyoga! What happened?!"

"She turned to stone due to being forced to look at one of the moon snakes in the eyes." Fluttershy fearfully explained. "Princess Luna said they were named Basilisk snakes that have the stare as dangerous as a cockatrice much like when Kion and Twilight faced one a while back."

"Expect while carrying deadly fangs." Bunga added with raised arms for emphasis.

"And don't even get us started on how dangerous their venom is." Ono added just when the pink alicorn approaches the petrified lioness while placing her hooves on it.

"Hmm...." She processed this before lighting up her crystal blue aura. "...let's give this a try."

She moved her horn towards where her heart is and placed her glowing horn right in the very center of it while concentrating her magic on Kyoga's body. She did uttered some small grunts of pain while working really hard with her magic as it encases the lioness's body with a bright blue glow but she was able to produce a very bright and powerful glow to the point it completely engulfed her body leading to everyone covering their eyes from the glare it produced...

"MY EYES!" Ono screamed upon to do the same due to his imprisoned state before shutting them.

When the light dispersed, Cadance's horn's dimmed down with smoke appearing in the center of the room with everyone covering their mouths (expect for Ono who held in his breath) to avoid breathing it in. Just seconds later, the smoke cleared up to reveal Kyoga now alive and well currently stretching her muscles after she is now no longer a statue.

"Phew! Talk about stone cold punishments." She wittily remarked to herself. "Almost makes nearly getting turned to stone by a cockatrice pale in comparison."

"KYOGA!" Everyone all exclaimed in delighted relief.

"Yep, I'm okay now." She smiled before turning to the alicorn that made all of this possible. "Thanks to you."

"You're must very welcome." Cadance kindly returned before adopting a more serious tone when she got back to buisness.

“Anyways…” Cadance quickly got down to business. “We need to get you all out of here fast! Twilight’s already down there taking on Shining Armor and Celestia!”

“Hapana!” Ono gasped. “If Twilight’s already down there, then that meets we don’t have long until Scar shows up with his army!”

“Then we better get moving!” Kion declared just as he managed to cut through the metal trapping him in his cell. “YAH! Ah ha!” He growled while leaping down onto the ground. “I’m free!”

“Poa! Way to go Kion!” Beshte commented feeling amazed that he actually managed to cut through all that metal.

“Excellent!” Ono also complimented albeit forced a smile due to his tight predicament. “Now…how about moving to unlock me next?

Kion while catching his breath apologetically shook his head. “Sorry, Ono.“ He showed everyone his now extremely thin claws. “It took all that I had just to get myself out.”

“Agh!” Ono groaned while banging his head on the bars.

Spike tried to tug on the bars right in front of Fluttershy’s cell but had no strength to remove that metal. “Ugh! They’re locked!”

Upon seeing this had Rainbow wasting no time in getting exasperated at him. “You came without a key?!”

“Well, it got kind of busy…trying to avoid the Nightmare Goons…along with Nightmare Rarity…”

“Oh, come on!” She complained.

“Rainbow Dash! Please!” Kion quickly scolded. “Considering that nobody and nopony can touch Twilight who’s definitely got ahold of the keys by now.”

“Ugh!” Ono again moaned in pained annoyance.

“Don’t worry!” Kion reassured everyone that he’s not going anywhere without them. “We’ll find a way to get you all out of here! As long as we’re together! Right, Ono, Rainbow Dash?”

“Right.”

Both said together with Rainbow’s response feeling more forced and annoyed.

“Okay…” Kyoga thought while tapping her chin. “…we’re dealing with anti-magic locks with no key, claws are only good for one cell each, and of course our biggest and smallest of the bunch can’t fit through these bars, anyone else got any ideas of how we can get out of here?”

Before Applejack could suggest she try to buck the bars down Pinkie spoke up upon remembering something. “Oh yeah! I totally forgot! No sweat, my pegasisters, Pride Lander brothers, and dragon boyz.”

She moves to wiggle around like she did with the two spirits and Bunga just when they were all escorted on over here.

“No offense Pinkie, but how is dancing and wiggling around going to help us out?” Ono questioned without a change in expression.

Applejack also failed to see where she is going with this. “Darlin’, that’s sweet and all, but dancin’ ain’t gonna set us free.”

“Ye of little faith!” Bunga told her just when the party pony continues wiggling her mane around until a key appeared out of it and landed right in front of the three who along with everyone else are stunned that she actually managed to obtain it before Twilight could get it.

“What?!” Ono exclaimed upon seeing the very key before their eyes while his face turning red in anger. “You had the key this whole time?!”

“Of course!” Bunga answered for her. “The dingus wiggled right into Pinkie while I was shaking around some of moves to swipe the key from the other dingus’s pocket while he wasn’t looking. I mean, we didn’t want to risk losing it and what better time than when help actually came to us? I mean, am I right?”

“Right!” Pinkie giggled. “What’s a filly supposed to do?” She added with a smile and a wink.

“Ono!” Cadance called out to him before he could lose it while demonstrating her deep breathing technique. “Breathe!” Ono reluctantly did exactly that with what little body movement he could do in his cell. “Better?”

“Affirmative!”

As much as Ono wanted to scream right now he quickly reigned himself in before he could blow his top off, deciding that they now have a way out of here and that’s all that matters.

“Great job, you two!” Kion complimented before helping unlock everyone out of their cells allowing those who can move and breath to do exactly that. “Now we have to get back to Ponyville and stop both Twilight and Scar from taking over!”

“I heard those Nightmare guys say that some of Rarity was still alive inside that nasty nogoodnick. We can still save her and maybe Twilight too!” Spike added while unlocking Rainbow from her cell who wasted no time in getting out of there while stretching her wings.

“We’ll definitely save Twilight!” Kion vowed assertively. “No matter what happens she’ll still be our friend who just needs guidance on being the princess we know she should be! Our guidance!”

“Not so fast!” One of the spirits appeared from having recovered from the magical blast he took in along with his partner.

However instead of feeling scared and worried both Rainbow and Bunga glanced at each other and laughed.

“Have a nice nap there?”

“And feeling well rested?”

The sole Nightmare Force ignored them and tried to act serious and tough. “You can’t escape from me! I’ll stop you and finally get the attention I deserve!”

“What do you mean?” Beshte asked out of curiosity.

“Why do you say that?” Ono also inquired just when Pinkie moved to fiddle with the ghost’s hand.

“Do you really want to be friends with them?” Applejack finding it rather odd of his alliance with them. “They’re kinda mean to you.”

“Friends?” He scoffed. “We don’t care about friends! Friends are unimportant.”

Pinkie was quick to counter his beliefs feeling he’s got it all backwards. “Are you loco? Friends are everything that is wonderful and nice! And Fluffy!”

“Not to mention happy and less villainous.” Bunga cheerfully added.

“I bet those boogers don’t even know your name, do they?” Applejack figured what it’s like for him judging from his taken aback expression.

“Well…no…I mean aside from that alicorn, the one who offered us freedom from the moon…”

“Twilight?” Cadance piped up knowing who he’s talking about. “But other than her do the rest do the same?”

“No they don’t.” He ashamedly admitted. “I mean...Shadowfright says names are the most important element for being scary, but he doesn’t even know mine.”

“Really?” Kion asked highly surprised to hear that. “We’re so sorry to hear that!”

Fluttershy also took pity on him and placed a comforting hoof on his shoulder while sitting beside him. “How inconsiderate. What about your feelings?”

“I know…” He tried to correct himself again. “…I mean, No! Friendship means nothing! It has no power!” Everyone from the Guard all smile at each other with knowing looks just when their bodies glowed their respective colors ready to show him the light.

“Might want to rethink that statement because you’re looking at a group of friends who know all about friendship.” Cadance teased just when he and his partner (who had just woken up) are both consumed by a big bright rainbow shimmering light.


Meanwhile in Ponyville…

Midnight is continuing to hunt down her two targets while flying from the skies keeping a sharp eye on them knowing that they trying to avoid and evade her to buy time for help to come their way. So now she sees it is time to start putting an end to this fight before they could luck it out. She locked her eyes on the buildings very carefully looking deep into the darkness seeing that’s their strategy until she spotted a shadow moving in between two of the buildings.

ZAP!

“Yeouch!” Shining Armor’s voice shouted upon being stricken like that before quickly running the hay out of his hiding spots and out in the open.

Midnight charged and floated down after him where she charged up her magic for an enhances strike to the chest to knock him further back across the field and slamming his back against the nearby tree which split and fell backwards upon impact.

When Shining stood up and shook it off while groaning he had barely any time to react when her little sister tackled him down and wrestled him to the ground. With one of her opponents at her mercy, Midnight had her horn charged up ready to deliver the final blow while her older brother gulped at the sight. With no other choice, before looking on with a brave face before he quickly producing a counter wave of magic and force field to force Midnight off of her.

Midnight was very caught off-guard by that sudden burst of magic before shaking it off while recharging her horn again ready to swoop in and try again before he could completely recover.

Shining however was ready for her this time as he magically levitated his sword at the same time Midnight brandished hers with her magic. The two clashed with their swords while looking on at each other with eyes that will see this play out to the end with both ponies thinking it will turn out the way they separately think it’ll turn out in their favor.

While Shining Armor proved himself by having better technique at actual sword handling, Midnight being a fast learner and stronger magic user of the two found herself holding her ground fairly well. She was barely sweating every time they swords clashed with each other while her brother was grunting in trying to keep his energy up against her.

“Gotta keep this up!” He strained slightly to himself while starting to struggle while barely avoiding a blade to the head while countering with a kick to the alicorn’s stomach to force her to tumble backwards. She quickly recovered and leaped forward to attack him again. “Gotta keep Twily from letting history…” He narrowly dodges another blade to his arm. “…repeat!”

But it is was still a battle that was slowly slipping away from his hooves since the unicorn is really sweating in fear and fatigue of his dreaded sister giving him the fight of his life. It was a duel to the death that Twilight is wasting no time engaging in.

If she was in the mood for joking around and toying with her opponents much like Chrysalis and Discord, she’d be talking a lot more than what she is doing right not. But since she is so dead serious and focused on not giving into that common mistake others before her make.

And that is unfortunate luck Shining Armor has right now since his opponent has increased the intensity of her magic with swifter and faster attacks on him with the former now getting tired and weary before dropping to his haunches.

“Twily, please…” He panted at her mercy.

But she still wasn’t backing off and showing him it while grasping the unicorn with her magic with a magical sword aimed at his chest where his heart his. “Sorry Shining Armor, but it’s time we put an end to this!”

She raised her sword ready to try to finish him off but just when the blade was inches away from his throat…

“Twilight Sparkle!” Princess Celestia shouted while deflecting the fatal blast away from her brother from above looking down sternly and her former student in the same angered manner she did back when she caused the town to go crazy over her Want It Need It Spell.

“Celestia!” Twilight returned while locking eyes with her while keeping her magical grasp on her defeated brother. “About time you came out of hiding!”

“Enough!” She spoke with a tone of authority. “Because this ends now!”

She shoots another beam of magic right at her horn to which Midnight quickly countered with a protection dome. The younger alicorn’s magic quickly repelled her magic right back in her face which created a huge explosion in the sky and threw the white alicorn away mid-air.

With her coat and face covered in black soot she barely had time to blow off the smoke from her horn before having to barely dodge an incoming retaliation attack from the purple alicorn with a hot blast of dark magic accompanied in her right forehoof.

Now it was Celestia’s time to have to deal with the dangerous villain Scar has created as she finds herself up against her back in dealing with her relentlessly throw beam after beam of magic right at her while she tries her hardest to fly as fast as she can go and avoid getting struck down again.

Even though she’s only been an alicorn just recently, her raw power with now focused discipline and control is enough to match an alicorn who ruled Equestria for thousands of years. And as evident by every blast she moves to dodge and evade, the gap has pretty been closed up to an even battle much like her past duels against Nightmare Moon.

During their aerial duel Celestia had managed to pull off some graceful flight maneuvers into the nearby trees from the Everfree Forest for some quick cover while swiftly dodging a series of magical blasts from her opponent before cutting a hard turn to narrowly dodge the last blast. Once she was able to emerge from the Everfree Forest, she made a mad dash towards Luna who is looking on upon seeing Nightmare Rarity’s arrival.

Unfortunately with Midnight picking up her trail she had to make her words of wisdom quick before she could seize an opportunity to take her down while she’s distracted. “Sister? What’s wrong?” She asked upon sensing the great troubled look on her face. “We need to focus. To lead them.”

Luna quickly recomposed herself while looking on determined to put an end to all of this while charging her horn at the incoming unicorn while Celestia quickly flew off upon seeing that Twilight spotted her. “Nothing is wrong. I will save these ponies…no matter what!”

She fired her magic right at the unicorn who easily deflected it with her golden boot covered front hoof. “Really?” She rolled her eyes unimpressed. “Must we go through all of this again? Bor-ring.” Mayor Mare reacted with shock upon having the blast narrowly hit with a crater forming just inches away from her hooves. “Still trying to fight back your fear and anger, Luna? Tsk-Tsk. Give into the darkness! Join the party like your two friends?”

“I will defeat you! Alone!” Luna retorted with her wings spread out demanding her to bring it.

“Have fun!” The mare mocked before siccing the Nightmare Forces on towards everyone in Ponyville.

At the same time Simba led everyone else willing to fight into battle with a big mighty roar before charging ahead with his claws bared slashing away the clouds of one Nightmare goon headed right towards him before moving to quickly do the same to the others ganging up on him in rapid fashion.

Just when one tried to pull a sneak attack on the lion king, his wife quickly leaped up and slashed at the spirit with her claws before quickly turning around slashing her claws at another spirit that tried to charge right at her and then another. She bared her teeth at some nearby that frightened them into quickly fleeing from her. Simba smiled at his wife with an approving yet dorky grin who likewise returned a slight smirk in return before they continued fighting for their lives alongside the other lionesses.

Other residents of Ponyville got in on the action with Mr. Cake slapping the hay out of the ones approaching him with a cutting board while his wife throws pies at them. All while carrying their babies on the backs.

If these creeps were going to lay a hoof on their babies, they were sadly mistaken.

Trixie who was there also helped in by using her magic to blast the ones trying to attack her away. She accepted Simba asking for her help earlier in the battle for Ponyville in exchange for her banishment coming to an end today if they win.

Granny Smith amazingly, for an elderly pony, was able to use karate to take one of the Nightmare Forces. “I call this move “The Kamikazi Karate Clop of Elderly Respect!”

Her eldest grandson was clearly stunned by her impressive display. “By the mane of miyagi!”

Zecora managed to tie up one of the goons no problem before moving to casually drag it with by the tail carried by a string attached to a bottle containing another goon with the cork sealing it inside.

“Owwl gwet wuu!” He cursed at the zebra who simply smiles and treated it like it’s no stranger in the park.

Angel Bunny found himself cornered by one of them who smugly smiled at his predicament. “Awww, poor widdle bunny. Ha!”

But Angel however, squealed a cry for others to emerge from their hiding places. The Cutie Mark Crusaders, Cheerlie, the Mane Six’s pets, and most of the fillies and kids from school.

Intimidated, upon noticing the bunny crossing his arms that he planned for this, he quickly whooshed away from causing Tank to accidentally bonk his shell onto Diamond Tiara’s head to which the three fillies were quick to share a laugh over upon seeing it. At the same time, Cheerlie and the others all smiled triumphantly over being able to stand their ground against them.

Upon seeing one Nightmare Forces trying another sneak attack on the lion king, Rafiki quickly yelled at charged right at the goon swatting him away with his staff. Some of the nearby minions all decided to gang up on him upon being quick to think of him as an old frail monkey easy to take down. But the moment they tried attacking him, was the moment they thought wrong since he easily took each and every one of them that tried to advance on him.

Back in the skies, Luna and Nightmare Rarity are both flying high trying to aim magical blasts at each other with neither pony gaining the upper hoof…

…right up until the villainous unicorn taunted her foe with this jab. “I can feel your bitterness, Luna! You can’t deny it! It’s part of you…give in!”

Luna ended up stung inside by that which left her wide open for the dark unicorn to get in a blast of magic to the chest. “AHH!”

“What a disappointment. That was so easy!” She smugly commented just when another cry of pain was heard from in front of her.

From her elder sister was tossed down to the ground after Midnight managed to finally strike her down with an electric-enhanced blast of magic, along with her brother.

“Luna, no!” Celestia cried upon seeing her crash down hard into the ground alongside her.

Apple Bloom covered her mouth in horror while the other ponies all gathered around their defeated leaders.

“Oh, no!“ Nala gasped upon seeing both the white alicorn and unicorn all battered and worn down completely after a long and grueling duel with the dark alicorn.

“Yep, they thought they could overpower and outsmart me!” Midnight shared while shaking her head at the two before turning the lion king tending to the defeated unicorn. “So how about now, Simba? On behalf of the other princesses, is it time for you to start waving a white flag? Might be time to pack in the towel before somepony really gets hurt.”

“Oh, wait…” Her unicorn accomplice spoke with a hoof to her cheek. “…Luna already did. Along with Celestia and Shining Armor.” She cackled. “Ha! How quaint! You’re still going to protect them? Luna, after she betrayed you and let your town be destroyed and Celestia and Shining Armor after they failed to protect everypony from her majesty Queen Chrysalis of the changelings?”

The ponies all stood bravely at the two ponies still standing by their side when Simba steps forward to give her response in the face of the alicorn. “Yes, we are!”

“Forever!” Sweetie Belle exclaimed in face of her possessed sister.

“My bitterness and anger transformed me into Nightmare Moon before and it’s that bitterness and anger that allowed me to pave way for Scar’s return. I fear it could happen again to anyone else and it already has.” She eyes both Midnight and Rarity. “It’s my burden.” Luna weakly admitted feeling ashamed of herself that everyone is really suffering from her mistakes.

Her sister however placed a hoof on her chin to say a few words otherwise. “It isn’t your burden to bear alone. Believe me.”

“Celestia’s right.” Nala agreed. “When Simba defeated Scar he had his friends and family backing him up in facing him together and it was that great faith that gave him the confidence to stand up to him.”

“But…but…” Luna weakly protested just when Scootaloo places a hoof on her long ethereal blue mane.

“Like we’d let that happen?! You’re one of us now!”

Luna turned her head towards the filly feeling touched by that. “One of you?”

“Well, sure!” Apple Bloom agreed while sitting down so she can see eye to eye with her. “Much like what the Lion and Pony Guard said before, Sisi Ni Sawa. You are as much part of Ponyville as Mr. and Mrs. Cake, or Joe Twist…”

“Hiya!” Said filly cheerfully shouted.

“We’ve got your back, Luna. And we always will.” Simba gently assured.

Luna there came to realize that there’s no shame in having others help her in regards to facing her fear as she slowly rose to her hooves. “With all of you beside me, maybe I don’t need to fear my past… or future.”

“Whatever comes, we face it together…like a big ‘ol family.”

Upon seeing the many ponies and Pride Landers giving her support with encouraging smiles, she moved to make her speech to everyone.

“My dear friends, if we are to fight together, then I must be honest with you. I’ve been hiding my fear and my past from you, but now there is no hiding. It lies in front of us, and I cannot face it alone.” Once she rose to her hooves she pointed towards the army of Nightmare Forces waiting for their leaders command to attack to finish them off. “If you can forgive me, I swear I will never abandon you as I abandoned the denizens of the moon. I will never let my fear of becoming Nightmare Moon stop me from defending you.”

“Everypony deserves a second chance…even a third chance.” Trixie assured talking from experience. “…even ponies like Twilight.”

“Trust in yourself, and in your friends.” Celestia further advised in a big sisterly tone. “You’re Princess Luna and forever.”

With a surge of magic to charge herself, the night monarch now felt rejuvenated enough and rise strongly and declare. “Together we will defeat the Nightmare Energy, along with Nightmare Rarity, Midnight Sparkle, and Scar! And they will never hurt anypony ever again!”

“Hmm…” Midnight scoffed while charging her horn ready to face her off herself. “We’ll just see about that…”

“You are all fools!” Nightmare Rarity further chided at the very concept. “Love! Trust! Friendship! Bleh! Try power! Fear! Darkness!”

Her brave little sister bravely stepped forward in response. “You can’t be Rarity. She would never say such an awful thing! And neither would Twilight! …but why do you feel like them?”

“Sweetie Belle?” Rarity’s voice spoke through along from her corrupted body.

Midnight however, spoke up to keep the unicorn from having her good side emerging. “Enough stalling!” She shouted with her eyes locked on Luna while slowly floating over to her. “And since you still shown you got fight left in you, then you left me no choice but to take you down myself!” She quickly charged swooped in and fired her magic right at the alicorn who also fired her magic right back at her.

This distraction snapped Nightmare Rarity out of it before she moved to continue speaking to the defiant pony citizens. “Can’t you see? You have nothing left! We’ve even taken your dragon!”

While huddling her granddaughter and unicorn friend she spotted something in the sky while squinting due to the very bright glare it produced. “Then who’s that young whippersnapper flying through the air?”

Said someone is that baby dragon being carried down by the reformed Nightmare Force.

Judging from the unicorn and alicorn’s surprised expressions, they clearly did not see that coming. “W-what?” How did he?”

“That dingus.” Larry grumbled just when Midnight briefly flashed a glare right at him for failing to give her the key before Pinkie managed to snag it from him and his partner.

“No matter…our man…what’s-his-face…”

“Jerome!” Midnight shouted at her while trying to force Luna on the defense on their beam of war.

“…Jerome has him. Or should we be shaking in our horseshoes.” Nightmare Rarity continued.

Spike still looked on confidently thinking otherwise. “Actually, you probably should. Take it away, Jerome!”

Jerome let him go just when he twirls into a twister shaped form. “That’s right, Larry! My name is Jerome!” When the smoke cleared he appeared in a new form completely free of darkness corrupting him. “And that’s not all!”

The Lion and Pony Guard along with Princess Cadance all emerged back onto Earth all while shining the colors the rainbow around their bodies that released a rainbow wave that purified the remaining Nightmare Forces into their normal un-corrupted selves when Princess Luna briefly broke away from her duel with Midnight to give the magic they need for the transformation to be completed properly.

"What I'm..." Larry cried just when he got hit by the wave which stripped him of his dark colors in favor for more brighter colors. He now has the appearance of an indigo colored eagle with an orange colored dragon underbelly with accompanying feet, tail, and scales.

“Silly scary lady, friendship is stronger than fear will be!” Pinkie said while floating upside down alongside Bunga.

“And so is teamwork, baby!” He also declared proudly.

Seeing that they have all escaped and are all safe sparked smiles from the Royal Family, especially Simba and Nala upon seeing their young prince safe and sound.

“Kion!”

“Oh thank goodness you’re okay!”

“Me too.” Kion shared likewise feeling just as glad while smiling at Cadance for being the princess in shining armor to help Spike rescue them.

“Are you kidding?” Bunga shrugged it off while chiming in. “It was nothing.”

“Who could possibly stop us?” Rainbow dared to tempt fate when said alicorn charges up her horn and send her beam of magic right at the night princess which sent her tumbling down towards the ground alongside Shining Armor who is still too battered and weak to move.

“Do you really have to ask?” The dark mare questioned in response while blowing the smoke off of her horn.

Rainbow nervously giggled in the face of the unamused mare who moves to plop down to the ground to create a crater on the ground which forced everyone to retreat to avoid falling into it.

While Luna was able to quickly recover and fly out of harm’s way, Shining Armor wasn’t so lucky to when he couldn’t get himself moving in time before tumbling down into the sinkhole while barely managing to hang onto the ledge he just managed to grab onto.

“AAH!” He screamed when this happened.

“Shining Armor!” The pink alicorn cried out in horror just when the dark purple alicorn floated over towards the unicorn ready to what Scar did years ago to his brother Mufusa.

“Twilight…” He cried out in a desperate plea to reach out to her with his life flashing before his eyes between her and the very dark abyss down below while struggling to hang on to the edge of the cliff he was grabbing onto. “…Please…L.S.B.F.F. I know you’re still mad at me and I don’t blame you but please don’t do this!”

Midnight sighed seeing this. “Brave on the outside yet vulnerable on the inside. Such a shame coming from the Royal Captain of the Guard.” Her purple-black aura surrounded the terrified unicorn with nothing he can do about while his vengeful sister floats over to her in front of him. “Then I guess there’s nothing left for me to do other than having this to say…Good night my sweet prince!”

She charges her horn right at her older brother’s heart ready to fatally strike him while sending him down towards the very deep bottom of the trench below him…

…but she before she could do so. Kion moved to charge towards the trench where he moves to leap over it earning looks of horror from his parents and friends.

“Kion!”

“What are you doing?!”

“NO!”

Simba, Fuli, and Nala reacted in horror while the others gasped when they see him leap over and right onto the ledge where Shining is holding onto to stand in between the two siblings. Just when she was firing her blast, Kion moved to swat her horn upwards sending the blast of magic right up into the sky causing the angered mare to look down on the one who dared to interfere with her magic.

“Twilight! Don’t do it!” Kion shouted with his eyes narrowed.

“Why not?!” Twilight likewise shouted back. “Give me one good reason why I shouldn’t put an end to him once and for all!”

“Because this isn’t you and you can’t do this! Don’t you see what you’re about to do? Everyone who knows how it all when down has heard and seen where this leads! If you do this you’ll be no better than Scar!”

“Oh, really…” Midnight scoffed. “…even when I am actually trying to be a good leader…?” Kion’s eyes froze when recalling saying something similar not to long ago. “…Because it seems to me I not the one driving the Pride Lands into starvation and decline.” She showed everyone a current visual of the Pride Lands still in its current state thanks to Twilight’s care and magic which had sparks of rainbow glimmer shine from inside the alicorn’s dark heart leaving the other’s speechless. “Still think I’m like him?” She asked the momentarily stunned lion cub.

It took another second for Kion to shake it off before returning his serious look at the mare floating over him and holding her brother hostage with her magic. “Yes! Because even with whatever good intentions you have Twilight, you’re still more than willing to resort to scheming, conspiring, and abusing your powers in order to get what you want!”

“But I’m not like him and I never will!” Midnight retorted.

“Then prove it!” Kion dared her. “Don’t go through with this!”

“Come on Twi…” Applejack spoke from the edge of the canyon while she and the others move to circle around the sinkhole. “…we’re gonna ask nicely…give up…come back to yer senses…and give her back.”

“No.” Midnight defiantly hissed.

All five mares along with the six Lion Guard members all had their bodies glowing the rainbow color while Celestia, Luna, and Cadance all join in on unleashing their magic towards her along with Nightmare Rarity trying to overwhelm and transform the two from their corrupted states. While Midnight was able to resist their efforts, Rarity was struggling.

“Your darkness cannot survive in the light. Loosen your grip on generous Rarity’s and compassionate Twilight’s heart’s and let them speak.” Luna commanded of the darkness plaguing both mare’s while flying in close to them.

After a few seconds it seemed to be working for the distressed unicorn. “My friends!” She realized. “You came for me! You didn’t forget about me!”

“Of course, why wouldn’t we?” Fuli prompted.

“Geeze…” Rainbow couldn’t believe it. “…those things really sucked on your brain, didn’t they?”

Rarity’s true face emerged from the darkness trapping her. “You mean, you didn’t replace me with an ill-fashioned pony with braces?!” She asked with a lone tear falling from her eye.

“Of course not!” Ono returned.

“Why would we do that?” Fluttershy also asked with the kindest smile she can give.

“I thought that you’d stopped being fabulous…” Rarity further confessed. “…I want to help…always!”

“Rarity! Hang on!” Kyoga called out to her while working her magic on her and Twilight.

While it seemed they were initially succeeding, Midnight quickly countered with a repelling shield that forced everyone’s magic off of her with a grunt.

“ENOUGH!” She shouted once more now furious than before with her mane and tail bursting into black flames.

The force and wave created from her sudden outburst caused Kion to stumble on his footing before finding himself falling over the edge of the cliff.

“Whoa! Hevi Kabisa!” He shouted before falling and quickly grabbing onto one of the free hooves of the desperately clinging unicorn on the cliff before he could fall in.

Everyone once more gasped upon seeing him in danger of falling to his doom again all looking anxiously with half of the group all having their hearts racing greatly worried and having their nerves shot at seeing him face a fatal fall from up high.

“I got you, Kion!” The older stallion assured while keeping a firm grip on him.

“This is your last chance everybody and every pony!” Midnight shouted to everyone. “If you want these two to make it out alive, you’ll surrender to me! There is no other choice because I am done playing games with you all!” To everyone this is the first time since she became an alicorn that Twilight has ever gotten emotional. “So what’s your answer?!” She demanded while levitating both Kion and Shining Armor over the dark hole ready to carry out her threat if no one complied.

It was there no one could respond without risking getting the both of them killed on the spot…

…at least until Kion chose to do something differently in contrast to the other antagonists he’s faced before as he called up to the mare sporting a magical shaped dagger towards him and her brother.

“Yes.” He calmly replied much to the surprised satisfaction of the alicorn and confused mutters from the others. “We give up, Twilight.”

“Huh?”

“What?”

“Kion?”

“What is he doing?”

“I don’t know.”

His Lion Guard friends questioned feeling really baffled by what he is saying to her.

“You really mean that?” Midnight inquired to ensure he is not trying to pull any tricks on her to bait her into a trap to turn the tide in his favor.

“Of course.” He sincerely said while climbing his up onto the ledge with assistance from her brother who helped him up so he can get up to higher ground. “Every word even when I tell you right now that I’ve never stopped reaching my paw out for you even when you didn’t want to accept it.” He briefly reflected on his own faults in how a rift got in between them ever since the wedding. “Truthfully when I think back to that day we met Scar, I think about not only how I regret not seeing something was wrong with the fake princess we saw back there but also not moving to take action to see what you were becoming because of him. I should have tried to help you overcome your inner darkness and helped steer you away from all of this. But I didn’t.” He then remorsefully said to the alicorn who looked so far unimpressed until he concluded with this. “I’m sorry.”

Midnight’s eyes widen in astonishment hearing this, and she could tell that he was truly being sincere and apologetic for everything that happened between since Scar crossed paths with them. It was a feeling that not even the surge of dark magic can get her into brushing it off since it moved her into looking around at all of the faces around her. Half of them look on terrified of what she has become, and the other half all pleading for forgiveness. To her, it was practically one of the last things she'd ever expect to hear from someone who she had hurt badly before.

Now was torn whether or not to go through with, but before she could speak, Nightmare Rarity spoke malevolently while taking over control of the pony and lion she was about to toss over the cliff. “Bwah-Ha-Ha!” She cackled. “Fools! Did you honestly think that a mere apology would be enough to turn Midnight Sparkle against us? Her and Rarity’s bodies are our’s! You two will be remembered forever Rarity and Twilight, as the darkest and cruelest rulers ever known!”

However just before she move to toss them over the gorge, she suddenly found her magic taken over and then suddenly restrained by Midnight who delivers a sharp glare at her to keep her in line. “Excuse me?! Darkest and cruelest rulers?! Trying to take over something that you have no power over me?!” She incredulously questioned the force actively trying to corrupt Rarity into doing.

But just when she was scolding, the cliff Shining Armor was crumpling and he could barely hang on anymore.

“AAAHHH!” He screamed as he helplessly fell into the abyss.

“SHINING ARMOR! NO!” Cadance screamed in horror with tears coming out of eyes while the others gasp and watch on from the edge with the same sheer horror and terror in their expressions.

Simba himself having and feeling the trauma of seeing this before, nearly passed out while looking away as the memory of him screaming while watching his father fall to his death replays in his mind.

Midnight having seen this and came to realize what she was doing and what was about to happen, quickly took action and flew as fast as her wings could carry her after trapping Nightmare Rarity in a magic bubble that she can’t escape from.

All everyone could do was watch down below as brother and sister disappear in the gorge’s darkness.

Inside the deep dark abyss, Twilight activated an illumination spell on her horn as she races downwards at top speed after the screaming unicorn. Finally, they reached flew down so deep, they finally saw the very bottom of the pit after a mile of downward descent. But just when the screaming stallion was about to crash and die right then and there…

…he found himself swiftly scooped up underneath and moving upwards back up towards the opening by her little sister herself. Upon seeing that he’s been saved had the stallion breathing a sigh in relief while clinging onto her feeling greatly relieved that she ultimately ended up chose not to go through with it.

Twilight, however, could not bare to look at him after what she just nearly did to him as she floated over to a nearby ledge just over the bottom of the trench where she would gently and safely place her brother on the ground while looking aside with a look of silent horror of what she's become and what she's done.

“Thank you, Twily!” He gratefully started even though she wasn’t in the mood to recognize her own last-second heroism.

“Well, better late than never and letting history repeat itself.” She returned still with her back turned feeling ashamed of herself.

Upon sensing that the deep guilt in her tone of voice had the stallion moving to try to comfort her with a hoof on her shoulder. “Well, what matters is you chose do the right thing in the end.”

“Yes…but…” She nearly choked with her slightly wavering voice still not looking back. “…it doesn’t change the fact that everything that has happened since the wedding was my fault!” She then placed a hoof on her cheeks while futilely wiping away the tears forming from her eyes as she sat down. “This isn’t what I even envisioned of happening! I mean yes, I was mad at you, and wanted payback along with the Lion and Pony Guard and Princess Celestia, but I was too blind to realize how wrong all of this! Too blind to see that I was going too far for the sake of power and respect!” She then rubbed her sore scar. “I just never took the time to come to see what I was turning myself into.”

While not denying that she’s responsible for everything she’s done since turning to Scar, he also saw with how much pain she is in after coming to see the errors of her ways. He then moved to place his hooves onto the stunned girl having small tears come out of her eyes before pulling her into an embrace allowing her to continue weeping in her chest.

“There, there, Twilight. It’ll be okay. We’ll figure this out together. And no matter what happens you’ll still be my L.S.B.F.F.” He assured just when the tearful alicorn looks at him in the eyes.

“I’m sorry.” She once more choked before burying her face back into his chest while her brother keeps holding onto her.

While the two were rekindling their relationship, their shared words did not go unheard by everyone looking down at the gorge. Their initial worry of whether they survived or not turned into great relief upon hearing their voices and it turned into a mix of sympathetic yet uncertain of how to handle a mare that committed a series of crimes on Scar’s level.

It was there, Luna decided to fly down and check up on the two along with Cadance.

“Let’s go!” She told her before leading them down the trench.

“Wait!” Kion called out before either one of them could fly down. “Can I come down too please?”

“As long as you stay by one of the princess’s side?” His father asked while still uncomfortable of the idea.

“Promise.” He said before moving to hop on Cadance’s back.

“And be careful.” His mother added.

“I will.”

The two princesses with the leader of the Lion Guard in tow all move to fly towards the two siblings while Celestia keeps watch over the imprisoned unicorn. And by the time the three made their way down to where both Twilight and Shining Armor are they all come across the two finally breaking apart from their hug.

“Shining Armor!” Cadance said very relieved before flying over to hug him.

“Cadance!” He happily returned the embrace while Twilight just watches while still looking aside feeling very downcast for her actions.

“Twilight.” Kion said to the alicorn while leaping over to her. “Are you okay?”

“Well…” Twilight flatly began. “…I just helped Scar take over the Pride Lands, terrorized the Pride Landers that fled, along with throwing a long string of lies to keep you from figuring out my allegiance to him, how do think I’m feeling right now?”

“Right…” Kion said not denying he walked right into that. “…but are you actually okay.”

“Other than feeling greatly upset with myself right now, I’m okay.” She admitted. “Honestly, there is nothing I can say other than I’m sorry for everything I did to you, Kion. I thought was helping restore Scar into becoming king, before I came to realize that Scar is only conquering it for his benefit alone.”

“And what made you realize that?” Kion inquired.

“Ever noticed that Scar and his followers have never shown up at all here today?” She brought up.

“No. Come to think of it…” He then thought back to earlier today. “…I thought he would have been here by now.”

“Well, that’s what I thought too after you and the others were locked up back on the moon. But even after overpowering Celestia, I thought to myself something I didn’t quite understand. I told Scar that Ponyville was ready for his arrival after arriving back here but yet he didn’t show and then’s where it hit me…”

“It’s not Ponyville he’s after!” Luna realized. “You’re the distraction for his actual target!”

“But what is it?” Cadance wondered when their heard familiar cackling from above.

“Why Diamond Valley of course…” Scar's voice said to them from above.

The five all shared sudden alarmed looks at each other before they all raced their way back up the trench with Shining Armor riding on Twilight’s back before they all reached the top to where Scar is floating at the alicorn’s eye level with the Pride Landers and residents of Diamond Valley held hostage in his magic along with the rest of the Ponyville residents and the remaining royal family along with the Lion and Pony Guard.

“Scar…what is the meaning of this?!” Twilight demanded clearly caught off-guard by his true objective.

“Why isn’t it obvious?” Scar brushed it off like it’s a joke with a slight sinister chuckle. “The Pride Landers and all of the beloved residents at Diamond Valley in my grasp along with your precious so called friends.”

“Let them go, Scar!” Luna threatened with her horn ready to charge at them. “Or else face the consequences of your horrible atrocities!”

“Oh, gladly…” He sneered in response before motioning his claws to quickly swoop up the remaining cast in his grasp. “But first, I have a matter of business to attend to…” He eyed the betrayed mare who is unable to believe the way he is double-crossing her. “…and I’m sure you know of what I want from you.”

“And…” Twilight returned with narrowed eyebrows. “…what’s that?”

“All of your dark magic and Rarity’s.”

“So that’s your proposal?”

“Uh-huh…” He confirmed. “...in exchange for them not being killed on the spot.” Twilight glared at him in response while he moves to float over to her. “I mean really, did you honestly think I’m bucking stupid.” He dryly asked.

“What?” Twilight returned trying to understand what he is implying.

“Thinking I would allow the Pride Lands, a place where every animal there has moved to treat me as a joke ever since I got my scar, to remain in your care without my consent?”

“But…” Twilight was taken aback by this “me.” attitude of his. “…that’s what being a good ruler is about, caring and compassion towards others.”

“Oh how precious…” He once more scoffed. “…yet you thought I wouldn’t look the other way if you showed second thoughts about my approach to taking over. I mean hello…” He showed her the past memories of her doing so even when crossing over to his side including her little trip to the other world. “…being able to know every little detail around me even when I’m not here doesn’t keep from knowing that one day your good side might emerge and ruin everything I’ve worked to accomplish.” He then moved to circle around the on-guard alicorn. “I’ve known it would come someday, so I had make to some readjustments to my plans of further conquest, in order for things to work in my favor. Once everyone else was distracted, I could after one of the few remaining hiding places where everyone in the Pride Lands is currently living in order to corner everyone here. And now in order to take things from here, it looks like I couldn’t have picked a better flawed alicorn and unicorn to help me uncover another source of powerful magic.” He added while jabbing his right upper claw right into Rarity’s heart to pull and rip out every bit of dark magic plaguing her soul.

While this was happening, Rarity let out a scream of pain from having that much magic torn out of her.

After allowing Nightmare Rarity’s dark magic to flow through his veins, he then turned to Twilight with a raised right claw expecting her to give him her dark magic. “So Twilight Sparkle, what will it be? Turn over your dark magic…” He motioned his left claw while having dark magic encircle Rarity. “…or lose everyone and especially young Rarity’s soul here forever because of your own selfishness? Either way you are no longer of use to me since I now have the means I can take over all of Equestria to my liking.”

Twilight looked on with small tears in her eyes seeing what he is doing while eyeing everyone around her that she has hurt during her time as Scar’s protégé. Seeing that she has done more harm than good, and is now forcing her into an offer she can’t refuse, she realized she has no choice. She moved to reach out to the evil lion’s claw and granted him her dark magic.

Scar maliciously grinned as every single bit of dark magic is transferred from her body into his with nothing but a hoof-paw-shake. Twilight grunted in pain from having the feel of the drain felt within her felt cleansed yet drained while her for sucks out every last drop out her to the point she only has the alicorn magic and strength she had with before being infected by him.

Once the process was complete, Twilight now back in her previous size had to move her wings really hard to slow down her descent while quickly maneuvering herself to catch Rarity on her back once he let go of her. Above her all she could to do was watch helplessly on her haunches, Scar undergo a monstrous transform where his body turns into a Celestia-sized alicorn expect with the appearance of a lion. His fur is now blood red, has his black mane now having an ethereal flow similar to the alicorn sisters accompanied with large black alicorn wings, and has a mixture of purplish-green smoke coming from his neon green eyes. Which needlessly to say had everyone looking on in horror with the expectation of the glaring alicorn lying on ground looking in his direction with seething fury.

After getting what he happened he proceeded to let everyone else in his magical grip go now that he got what he truly wanted out of all of that before turning to fly away towards the portal leading back to the Pride Lands but not without having this to say to his former second-in-command while floating down to his eye level. “See what happens when you make a deal with the devil, Twilight? No matter what it always backfires on the one making the proposal. Such a shame I had to do this to you. Surely, you of all ponies would understand.”

Twilight’s response to that was a simple spiteful spit right into his face while still seething with pure hatred for the lion.

Scar simply huffed in response before turning away in leaving feeling no stranger to receiving this kind of treatment from former friends and allies alike and feeling that the alicorn now drained of her dark magic is worth his time here any longer before flying away. Once Scar was gone, Twilight continued to lay down on the ground in defeat, feeling severely hurt by Scar’s betrayal.

Rarity having woken up from her corrupted state placed a hoof on her throbbing head before asking everyone. “What happened?” But her main question would have to wait for the meantime before turning to see the mare she’s sitting on top of, just lying down in defeat with heartbroken tears in her eyes while lowering her head in shameful guilt with what had just happened.

As if the heartbreak of the fallout of the wedding, along with getting scarred, following Scar’s paw prints in his conquest with the sole belief that he can change for the better with the right guidance, and the pain and guilt of her sins wasn’t bad enough. Was the one thing she never expected from Scar, betraying her and draining her of her dark magic, ready to continue destroying the Pride Lands like before, just when she was trying really hard to keep it at it’s former glory. And that really hurts her to the core. Poor Twilight just can’t get a break from betrayal no matter who she places her trust in.

Seeing that she really needs comfort now, more than ever, had every one from the Lion and Pony Guard, along with the Royal Family all huddling around her with the three other alicorns quick to pull her into a much-needed embrace.

All while comforting her, all of them had no words to say of what to do now that the Pride Landers are cornered into Ponyville. And now that Scar has gained demonic powers thanks to the thrust of nightmare energy from Luna, Twilight, and Rarity’s corrupted forms, the answer to that question was still a mystery with Scar now closer to ultimate victory more than ever.

Author's Note:

In the fourth and final part of this mid-season finale, the faithful battle is underway with Princess Midnight Sparkle now assuming the role as the special's main antagonist is currently engaging in combat against her brother and former mentor to which goes predictably in the dark alicorn's favor.

Luckily thanks to Princess Cadance along with Spike making their way to the moon along with the many ponies and the lion king and queen fighting alongside Princess Luna they were all able to hold their own against the Nightmare Forces long enough for the Lion and Pony Guard to arrive just when Midnight manages to defeat Celestia, Luna, and Shining Armor in one fellow swoop.

Which leads to a near history repeat when Shining Armor is at Twilight's mercy finding himself in the same position Mufusa was in before he died, and he sure would have been dead had Kion not came to his rescue and reached out to her heart-to-heart speech that has finally sparked some sense into the alicorn's mind. And it couldn't have come at a better time since it proved to be the push Twilight needed into crossing the same line Scar did all those years ago.

It was there Twilight finally comes to have a Heel Realization with what she has done ever since siding with Scar. By then it was already too late since Scar's actual plan came to fruition and is now the living alicorn hybrid embodiment of the devil himself.

Though villainous credit is due for her for being an effective and competent villain having arranged everything and staying a step ahead of the heroes so that it work out in her favor with the only thing keeping her from achieving victory is her conscience kicking in right before she could make the most regrettable mistake of her life.

Sadly for her, Scar had already arranged everything to play right into his paws who proceeds to drain every ounce of dark magic from her, Rarity, and Luna and has now effectively cemented himself as the Big Bad for the remainder of the season with things looker grimmer than before even with Twilight now no longer on his side anymore.

There lies one huge question. Can Scar truly be defeated and how?

The answer to that question will be answered when the second half of Season 4 rolls around once I production of this season completed and announce a publishing date. Until then stay tuned...

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