A filly's tale 2

by Deathsia

Evil never sleeps part 2

EVIL NEVER SLEEPS

PART TWO

Animals scattered and fled from Fluttershy's cottage as explosions of magic erupted from within it and moments later Fluttershy came crashing out of one of the windows only to recover mid-air and counter a strike from Scratch. “What you have done is inexcusable!” Fluttershy exclaimed in a pissed off tone as she continued to fight against Scratch in the air using every bit of her martial arts combat skills.

A MERE TEN MINUTES BEFORE...

Fluttershy sat in her cottage fully aware of the incoming threat thanks to her woodland friends who had already told her of what had happened to Applejack and Rainbow Dash. The yellow Pegasus sat on the floor, eyes closed in meditation as her master had always taught to her which helped her manage her anger which was threatening to burst forth in the all consuming rage she often fell victim to in the past. Whenever she closed her eyes the face of her dearest friends Rainbow Dash and Applejack came to her vision, but even now she came across as calm, years of training helping her to quell the sea of rage inside.... She feared she may succumb to the monster within upon seeing them with her own eyes.

The door to her cottage was suddenly blown off it hinges yet the yellow Pegasus did not flinch nor did she react as the two mares stepped inside.

“What the buck is she doing?” Scratch asked as the two stopped a mere five feet away from the yellow Pegasus.

“Be wary of this one Scratch, she has combat skills unlike any of the other elements. Do not underestimate her.” Octavia said in a warning tone.

“That is a wise statement...” Fluttershy remarked aloud in an unusually calm tone and without warning suddenly performed a hoof sweep against Scratch whom was closest who fell victim to the sweep, leaped up and prepared to strike her on the ground her hoof only for the unicorn to disappear in a flash of magic at which point the floorboards splintered and scattered in the wake of her strike.

Scratch appeared behind her to strike from behind however the yellow Pegasus seemed to be prepared for this as she used her two hind hooves to block and counter the attack, spring-boarded herself up with the help of her front hooves and wings, performed a mid-air back-flip above the unicorn, and ejected her right hind hoof at the unicorn's skull mid-flip which hit it's mark.

Scratch was sent flying at Octavia whom simply stepped to the side which allowed the unicorn to sail past her, through the fence just out of her home, and into the mud-puddle in her front yard.

All the while this was happening the yellow Pegasus had already landed on her hind hooves and struck a combat stance, able to watch with grim satisfaction as the unicorn's body collided with the fence followed by a splash of mud. Her gaze then turned to Octavia who didn't look intimated in the slightest.

“I wouldn't get overconfident if I were you.” Octavia said in a calm tone as the looked at the yellow Pegasus. “She's holding back, the look in her eyes tells me she knows she has the power to become stronger, but she fears it. This could work to our advantage.” Octavia thought to herself as she stared back at the Pegasus.

“Surprise!” Scratch exclaimed as she suddenly appeared behind the yellow Pegasus once again only for Fluttershy who didn't even bother to look behind herself to grab her by the hoof with both of her hooves mid-strike and slam on the floor in front of her.

“Idiot.” Octavia remarked aloud with a facehoofing gesture as Scratch disappeared in a flash of magic narrowly avoiding the yellow Pegasus's strike which collided with the floorboards.

“I never forgot about you.” Fluttershy stated simply in the same unusual calm tone yet a sense of rage could be felt within her words.

“You think your one bad flanked mare do ya? Well I can do that too!” Scratch exclaimed and began to make mocking kong-foo sounds while standing on her hind hooves and making fist punching gestures only for Fluttershy to lean in, twist her arm around to the point you could hear a snapping sound and let go at which point Scratch held her arm with a shrill cry of pain.

“You little mule! You broke my arm! You broke my-HA!” Scratch exclaimed in a high pitched pained tone until she abruptly snapped her arm back in place with an equally loud snapping sound and grinned at the yellow Pegasus who raised an eye-brow in surprise at this. “Thought you got me didn't ya?” Scratch Jeered with a grin.

“Oh for pony's sake, stop playing with her Scratch! Or did you forget that Selena's other half lives with one of the bearers we have to kill? Chances are that one has been alerted already to what we did to her friends and is on the way over to check on this one. We need to deal with this one before the other gets here.” Octavia said in a warning yet stern tone.

“So what's stopping you from joining in then?” Fluttershy remarked looking strait at the earth pony now.

“You're not worth my level of power little filly.” Octavia countered looking back at the yellow Pegasus now.

“Very well.” Fluttershy replied and changed her stance up. The yellow Pegasus was now standing on her hind hooves however she was bent forward with her head level looking at Scratch with her left front leg behind her with her hoof arched up slightly and her right front font leg was diagonally positioned downward from her with her hoof in a similar arched up fashion. Her legs were spread apart so that while she was bent over she was standing in a fashion that would allow her to brace her body to any blow.

“Ooo! I'm so totally scared now, you changed how you were stupidly standing on your hind hooves!” Scratch jeered and moved in to strike the yellow Pegasus.

“Scratch, you imbecile!” Octavia exclaimed however her words were too late as the yellow Pegasus had already moved her body within a fluid motion and within a mere three seconds, struck the unicorn in three places at which point she fell to the floor motionless.

“Now there's only you.” Fluttershy remarked as her gaze reverted back to Octavia now whom despite her earlier outburst looked calm once again and still not looking intimidated in the slightest.

“In case your wondering, she's d-” Fluttershy began, only for the yellow Pegasus to get hit with a mind-jarring shock as she looked over to see Scratch stand back up, snap her neck back and forth to the side and place a hoof on the back of her head.

“What a buzzkill!” Scratch exclaimed in an annoyed tone as the yellow Pegasus stared at her wide-eyed in disbelief.

“If only you would pay attention to our report, this wouldn't happen.” Octavia remarked aloud with a sigh.

“Hey, unlike you, I try to have fun with my prey before I go in for the kill. Course I didn't know she could do that!” Scratch exclaimed defensively to the earth pony all the while Fluttershy continued to stare at her in disbelief.

“It's not possible, that's the butterfly stance's signature; Three Flap Death Strike. She should be dead! How is she acting as if nothing-No, how is she even standing, let alone breathing?!” Fluttershy thought to herself incredulously.

“Ha,ha! Look at her! She looks like she saw a ghost!” Scratch jeered followed by a hysterical laugh.

“Stop fooling around and take her out Scratch.” Octavia ordered at which point Scratch immediately stopped laughing and looked at Octavia.

“Yeah, Yeah, fine.” Scratch replied dismayed.

“How did you live through that?!” Fluttershy exclaimed in a demanding tone as she regained her composure and prepared to face the unicorn once again.

“Heh, Sorry. Trade secret.” Scratch replied as she charged magic into her horn preparing to fire...

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CURRENT TIME...

Animals scattered and fled from Fluttershy's cottage as explosions of magic erupted from within it and moments later Fluttershy came crashing out of one of the windows only to recover mid-air and counter a strike from Scratch. “What you have done is inexcusable!” Fluttershy exclaimed in a pissed off tone as she continued to fight against Scratch in the air using every bit of her martial arts combat skills.

“Cry me a river, filly!” Scratch retorted as Fluttershy struck back at him.

Octavia calmly walked out of Fluttershy's cottage now, looked up at the two mares going at it, looked to her side to see a white unicorn running up, and sighed. “This is what happens when you play with them for too long Scratch.” Octavia remarked aloud as her bow magically appeared in on her right hoof.

Rarity didn't need to ask what was happening, she could tell by looking at the two that these two were the ones responsible for killing Pinkie Pie as she charged forward horn glowing brightly. “Take this you ruffian!” Rarity shrieked as she fired a beam of magic at the earth pony who simply blocked it with her bow.

“If that's all you have, then your death will come quicker than I thought.” Octavia remarked aloud unimpressed by the unicorn's attack.

Fluttershy could feel it, the monster within her clawing and striking at the cage within her that she held it in as she continued to combat Scratch. She couldn't allow the monster to take hold, not now.

“Ha,ha! Your going to die as fast as your friends did! You should have seen that rainbow-maned twit! Octavia took her out so easily it was like swatting a fly!” Scratch jeered as she struck at Fluttershy whom upon hearing this, eyes flared wide with unspeakable rage.

Fluttershy then jumped back and stared at Scratch. Her rage nearing it's breaking point. “You care nothing for life...nothing for the ponies you hurt...” Fluttershy remarked in a low tone as her mane and tail began to flail slowly. Once again Fluttershy could see it, her kindness fluttering before her eyes in the form of a butterfly and in the next moment slashed in half by a red streak at which point the yellow Pegasus's pupils shrunk to their smallest size, slammed her eyes shut and gave a mighty shriek of rage and she flung her front hooves to her sides.

AAAHHHH,AHHH,AHHH!

Fluttershy's shrieks could be heard as far as surgarcube corner as her mane and tail began to flail wildly and streak of magic crossed her body at random intervals. The monster within the kindhearted pony had once again been unleashed!

“Scratch, she's ascending to her second stage, trade me!” Octavia exclaimed in an urgent tone at which point Scratch disappeared in a flash of magic and Octavia seemingly in a blur and both reappeared in each others places so quickly that it took a few seconds for Rarity to even realize she as fighting against a different pony now.

Octavia struck the yellow Pegasus before she even stopped screaming which sent her flying into the house not far away. “There. That one is taken care of before she could ascend.” Octavia said aloud in a relieved tone. Her relief however was short lived as Fluttershy erupted out of the side of the house charging strait at her.

“Just lovely.” Octavia remarked in disdain as the yellow Pegasus’s hoof came colliding with her bow causing her hooves to dig into the dirt creating a dirt trail as they skid along the ground until she disappeared, seemingly in a blur which caused the yellow Pegasus's hoof to hit the ground and reappeared behind her, bow in hoof, and struck at her once again in the same fashion as she had Rainbow Dash.

Much to her shock however, Fluttershy whirled around grabbed the giant green whip of magic, seemingly unaware of the fact it was cutting in her hooves and arms, and began to whirl the earth pony around at an exponential rate until she let go abruptly which caused Octavia to be flung into one side of Fluttershy's cottage and through the other!

The earth pony however had no time to recover as no sooner she hit the ground Fluttershy appeared in yet another blur and struck her again.

This time however the earth pony was able to recover mid-air but even so Fluttershy appeared yet again and struck at her, causing her and Fluttershy to go sailing through one side of Fluttershy's cottage and through the other once again.

“I knew Pegasus have tremendous power in their second state, but her strength and power is equal to that of a stage three Pegasus! No, it's greater!” Octavia thought to herself dramatically as brick and wood splintered, and clattered her around her for a few moments before her hooves mind contact with the ground and began to dig into it, creating a dirt trail deeper than any she had dug before when defending against the ponies thus far and yet the yellow Pegasus’s strength seemed to be increasing every moment longer she remained in this state.

Fluttershy's cottage now collapsed in on itself with a loud clattering of wood, brick, and straw, the damage too much for it's foundation to support any longer. This event went unnoticed by the yellow Pegasus and the earth pony as Octavia's hooves continued to skid along the dirt until abruptly and without warning a flare of green magic erupted from within the earth pony and ejected the yellow Pegasus away from her. “Enough of this!” Octavia roared at the top of her lungs in a voice very much unlike her own as her eyes seemed to gleam with burning green flames now and her body seemed to engulfed in the same color flame that burned so high and brightly that Scootaloo could see it as she neared Fluttershy's cottage from over five miles away as clear as day.

“Oh buck, see ya in the next life!” Scratch exclaimed as she saw Octavia's sudden surge of power and disappeared in a flash of magic leaving Rarity standing there baffled for a few moments at why she would suddenly flee for. That is, until she got a good look at Octavia's body.

“Oh dear...” Rarity remarked aloud in a fearful tone.

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As Scootaloo neared Fluttershy's cottage a sudden explosion of green magic shot forth which halted the Pegasus mid-flight and hurled her backwards in the wake of it's shock waves and through a window of a house, effectively being knocked out cold by the impact.

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The blazing bright green flame that surrounded Octavia's body suddenly went out as if somepony had blown it out like a candle. Scratch then reappeared in a flash of magic a few feet behind Octavia and surveyed the damage. A charred flat surface sat in place of what was once Fluttershy's destroyed cottage, Fluttershy's body lay on the ground not far from her charred to the point her body was almost unrecognizable, Rarity's body lay in a similar fashion except she still had patches of fur on her body unlike Fluttershy's who's body was bare now.

“I gotta say, no one blows their top like you Octavia.” Scratch remarked aloud in a joking tone only to cower at the sight of the earth pony's gaze once again.

“Let us be on our way. The final element awaits her demise.” Octavia said in a calm tone as she walked past her without another word. However, just the two began to walk away a rustling caused the two to turn around at which point even Octavia's eyes widened in disbelief. Fluttershy slowly stood up, one hoof at a time, stumbling slightly as she stood to her hind hooves, and stared at the two with an expression of pure rage in her eyes, as streaks of magic began to once again streak a crossed her body.

AAHHHHHHHHHHHHHHHHH!

“It's not possible! No pony can live through that blast!”

Scratch exclaimed with shocking disbelief as Fluttershy's voice roared once again.

“She truly is a class of Pegasus all her own.” Octavia remarked aloud as her bow magically reappeared in her hoof.

“What are you going to do Octavia?” Scratch asked curiously as the charred Pegasus's eyes snapped open again still fueled by the same unspeakable rage.

“You have no right to live! No right to breath! With Celestia as my witness, you will die!” Fluttershy roared and disappeared in a blur.

“She's ascended to stage three?!” Octavia exclaimed in shock as she blocked the Pegasus's strike with her bow. However, much to Octavia's shock, her bow began to make a loud cracking sound as if it was threatening to snap in two. Octavia disappeared in a blur in order to retreat to a better standing point only for Fluttershy to be right on her no sooner she reappeared.

“Wait, is she tracking her movements?! No pony can do that!” Scratch exclaimed incredulously as she watched the fight continue.

“What a monster! Her speed, power, and senses are beyond what our reports could have recorded!” Octavia thought to herself dramatically.

Just when Octavia was preparing to unleash her power once again, the Pegasus suddenly fell limply to the ground, motionless.

“Wait, what just happened?” Scratch asked in a confused tone as she stared on in confusion.

Octavia walked up to Fluttershy's limp body and have it a nudge with her bow. “It seems her body took far too much damage. I suspect she was dead from the moment my initial blast hit her, but her rage and hatred of us had a will of it's own.” Octavia remarked aloud calmly.

“These Pegasus' are freaky things.” Scratch remarked aloud with a disgusted expression.

“No, not even a stage three Pegasus can stand up against my power. It is as I said earlier, she was a class of Pegasus all her own. But even she couldn't stand up to my power.” Octavia remarked, turned around, and walked away from the Pegasus's body.

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EIGHT HOURS TILL THE PRESENT TIME...

A yellow stallion who brandished a shield style cutie mark knocked on the door to Twilight's resting quarters. “Twiley, are you okay?” The stallion asked in a concerned tone.

No answer.

The stallion then opened the door and walked in to see a purple sobbing Alicorn. “Do I look okay to you Shining?” Twilight asked aloud, her voiced cracking as she spoke.

“Dumb question, right.” Shining Armor replied as he rubbed the back of his head with a hoof followed by a sigh.

“How could this happen? Why did I let it happen?” Twilight asked aloud between sobs.

“Twiley, there was nothing you could have done, you had no idea this was going on till it was too late.” Shining Armor replied in a comforting tone, though his words seemed to have little or no effect on the Alicorn.

“If I was with them like I should have been all along, this would have never happened! It's all my fault, I let them fall out with one another, I should have never taken over as ruler of Equestria.” Twilight replied between sobs.

“Twiley, I swear to you, whoever murdered them will pay. I have guards patrolling the Canterlot castle grounds day and night. If they so much as sneeze within one thousand feet of this room we'll know exactly where they are.” Shining Armor replied once again in a comforting tone.

Twilight continued to sob for a little while longer until she suddenly ripped her face from on top of her hooves. “No, let them come. You and the rest of the royal guard are to pull out of Canterlot.” Twilight said aloud though her voice still cracked as she spoke.

“Twiley, you can't be serious.” Shining Armor remarked incredulously as Twilight's expression turned from sadness to anger though tears still streamed from her eyes now.

“That wasn't a request, that was a royal order.” Twilight replied in a stern regal tone.

“I would lay down my rank as head of the royal guard before I would take a royal order like that princess.” Shining Armor replied ending his sentence in a sourly.

“Then do for me, as my brother-no, as my BBBFF.” Twilight replied turning around to look at him now.

“But Twiley, these ponies mean business. If they can overpower the other elements of harmony, then how much of a chance do you stand without them?” Shining Armor asked in a concerned.

“Please Shining, your the only friend I have left, and I don't want to lose you too.” Twilight replied in a compassionate tone as she hugged the stallion.

“The feeling is mutual Twiley. So how can you expect me to leave you to fight them alone?” Shining Armor asked curiously as he hugged her.

“I don't...forgive me.” Twilight said in a soft tone as a single tear streaked down her right cheek and before Shining Armor could react put him and the rest of Canterlot castle under a deep sleeping spell.

The Alicorn then wrote out three letters and carefully placed one around her brother's neck via a small string, and teleported everypony out of Canterlot castle all the way over to Apploosa.

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A storm now raged over Canterlot Castle as two ponies approached it. “Hey, isn't this place supposed to be locked down tighter than colt knocks?” Scratch asked curiously as she looked at Octavia.

“It seems we are expected.” Octavia remarked aloud calmly, walked up to the castle front doors, opened them, and walked in follow by Scratch.

---------------------------------------

Scratch and Octavia entered the throne room now which was pitch black save for the occasional flashes of lightning that lit up the room and revealing a figure sitting stationary and staring at the two in contrast to the temporary illuminating effects of the lightning.

“So, the element of magic is that all remains now. It's amazing how Discord never thought to try this. He would have had a much easier time with you six.” Octavia remarked aloud with a smirk that could be seen in contrast to the flashes of lightning.

“You killed my friends and yet you have the gal to face me strait on.” A voice spoke however this voice did not sound like Twilight.

“Without your friends, you're easy prey filly.” Scratch said with a smirk.

“You sound so sure of yourself.” The voice replied as lightning flashed once again.

“We are well aware of the power you Alicorn's posses.” Octavia said as her bow appeared magically in her hoof once again.

“You have no idea of the power I posses!” The voice exclaimed at which point a dark purple cloud swirled from around the figure lightning striking from it as it revealed the figure completely.

“Who the hay is this?! This isn't Twilight! The mare must have chickened out, ran off, and left her body guard here!” Scratch exclaimed in an annoyed tone.

Octavia however looked on, eyes wide in shock, fully aware of what she was now faced to contend with. “Scratch...leave us.” Octavia said in a calm yet tense tone.

“The hay you going on about Octavia? Who is this clown?!” Scratch exclaimed looking at Octavia who did not look at her as her gaze was fixed on the Alicorn.

“Nightmare Moon.” Octavia replied simply at which point scratch's jaw dropped and snapped her head in the direction of the Alicorn.

“But I thought Twilight and her friends defeated her years ago?” Scratch asked in disbelief.

“This is not the time for questions Scratch! Now begone!” Octavia exclaimed as a bright green flame erupted from her being and burned brightly.

Scratch having no desire to argue with Octavia in this state disappeared in a flash of magic leaving the two alone in the throne room.

“Our report told us that you destroyed this dark power ten years ago. Apparently, this report was inaccurate. And by the looks of it, you allowed it to consume you completely.” Octavia remarked as she stared on at the Alicorn.

(Play “Want it, need it” now)

“The time for talking is over.” Twilight replied in the same voice as the dark purple clouds swirled around her and in the next moment a cloud of dark blur smoke charged at Octavia.

Octavia immediately rose her bow up as a shield but unlike many other times, a green magic expanded from it and took the form of a circular shield. In the next moment the earth pony was sent flying backward as the dark blue smoke collided with her shield, but recovered mid-air, and swung her bow down at which point the magic around her bow converted into a whip and struck at the purple smoke which caused it to recoil, swirl, and reveal Twilight once again.

“Smoke and mirrors, that's all this power boasts it seems.” Octavia remarked aloud in a non-impressed tone.

“Wrong!” Twilight's voice roared at which point her mane flared, small spurts of magic erupted from it, and upon impact with the ground revealed several earth ponies dressed in what looked to be a dark version of the wonderbolts costumes.

A force of twenty ponies now stood before Octavia. The earth pony however, didn't look worried in the slightest.

“Attack!” Twilight ordered at which point the legion of clones charged at Octavia.

“If I had known I would be contending with Nightmare Moon's power, I would have held back a little more in the fight with that Pegasus.” Octavia thought to herself as she combated the clones, taking one out at a time.

However the earth pony soon found herself overwhelmed as they piled on top of her.

“Bow before the might of Nightmare Moon!” Twilight exclaimed with an malicious grin only for it to vanish as an eruption of magic surged from under the dog pile, effectively obliterating every single clone.

“Don't make laugh! Your power is second rate compared to the power bestowed upon me!” Octavia roared at the top of her lungs in a voice very much unlike her own as her eyes flared with with a green flame with the same style flame burning so high and brightly now that it began to burn the ceiling of the throne room.

In the next moment a surge of magic erupted from the earth pony in the style of a nucular explosion which jetted out towards Twilight.

Anypony who looked at Canterlot now would see it suddenly engulfed in a green explosion of magic for a brief time before it disappeared. Octavia looked about herself with satisfaction of her power, but this satisfaction faded immediately as she stared at Twilight smiling back at her.

“Was that it?” Twilight jeered with a smile.

This statement caused Octavia to seethe with rage as she stared at the Alicorn. “So you managed to evade my blast, your precious castle didn't fare as well as you I’m afraid.” Octavia countered.

“You mean this castle?” Twilight replied at which point the throne room seemed to reappear around them as if nothing had happened to it and moments later the Alicorn began to laugh aloud.

“What a foal! Thinking you could defeat Nightmare Moon!” Twilight continued after a hearty laugh.

Octavia seemed to be nearing her breaking point as she stared at Twilight until she suddenly and without warning smiled. “Very well. It seems that I have no choice.” Octavia replied resuming her calm state. The earth pony then extended her hoof out at which point a cello appeared next to her body. “It appears that I underestimated your power, so I will show you the full extent of mine. You should feel privileged, not just anypony gets to hear my Death's Serenade.” Octavia remarked as she placed the bow on the cello, closed her eyes, and began to play a song.

From the moment first chilling note tore through the air from Octavia’s cello, Twilight immediately fell to her knees in agony, her entire soul felt as if it was being ripped from her body. Octavia continued to play her song, speeding up in tempo.

Twilight's form soon changed back to what was her normal Alicorn self yet Octavia's song didn't end. In fact, the song seemed to be picking up in tempo even more so now as if it was nearing it's crescendo as green magic began radiating from Octavia's cello now and seemed to be slowly creeping along the ground towards the weakened Alicorn.

Twilight could only look on, parlayed by the earth pony's song as the green magic eventually reached her, lunged at her, began to tear at her wings, and slashed her horn clear off her forehead.

“Scratch.” Octavia said simply eyes still closed at which point the unicorn reappeared at her side.

“Right.” Scratch replied as her horn began to glow.

Moments later a beam of green magic shot forth from Octavia's cello along side of a blast of magic from Scratches horn hitting the wounded Alicorn head on...

--------------------------------

PRESENT TIME...

Twilight could do nothing as the combined magic of two ponies throttled her out of the third story window of Canterlot castle with her wings torn to shreds, horn broken, the only thing she could do was wait for her inevitable impending death as she plummeted to the ground...

Where did we go wrong?

It wasn't supposed to end like this...

I failed you Princess...

I failed everypony...

Applejack...

Rarity...

Rainbow Dash...

Pinkie Pie...

Fluttershy...

I'm sorry...

THUD!

Comments

[ArcCahlon]

just what the hell are they? the green magic I'd say changelings but they don't have that kind of power. they have to be even stronger then discord in his god state seeing how quickly and easily they took out the mane 6. even NMM didn't last long in the end. hoping to see those 2 get there flanks kicked soon.

[Deathsia]

1399585

More will be revealed soon.

[Hiyatt12341]

Poor Twilight she lost her friends