The Twilight Wanderer

by Tyrael

Act VI: On a Pale Pony

Wielding the Sword of Heaven, the ancient sword of pony emperors, which she had claimed from the Star Swirl the Bearded that futilely attempted to stop her, Future Twilight had marched upon Equestria with an army of undead in her wake. The sword gave her a right to the throne, the army and her unholy powers guaranteed she would have it.

If her actions did not say all that was needed, Future Twilight's unholy appearance betrayed her corruption. Her once joyful eyes, said to by some to be windows to the soul, now burned with unholy blue flames, just like her magic's aura. Her undead flesh had become a pale blue, and even the vibrant streaks of color in her mane had been altered from purple and fuschia to shades of blue.

Rather than subject the citizens of Equestria to whatever horrors a battle against Future Twilight would have unleashed, Princesses Celestia and Luna had hastily surrendered their throne to the invader. They took as many as they could to the pegasus city of Cloudsdale, forming an insurgency against the undead queen. From this mobile base they launched covert operations into Equestria, hoping to undermine Future Twilight's rule while also playing a deadly game of cat and mouse with her as they moved their new home across the skies of Equestria, evading the queen's undead patrols.

Twilight Sparkle had always been a lawful pony, and Future Twilight was no different. She had ruled Equestria fairly, using her undead minions to enforce order across the land. In typical Twilight Sparkle fashion, she had quickly enacted numerous laws and bureaucratic systems to make sure her citizens behaved how she wished them to behave.

Her only desire was to protect the other Twilight Sparkle, but she was an unholy abomination, and evil. She lashed out without qualm when necessary, but only when absolutely necessary, preferring not to use brute force to enforce her will. She had seen the sorrow in Princess Luna, caused by being unloved by her subjects, and a small part of Future Twilight wished to avoid that fate. And so while she was evil, she never tried to be a tyrant. Unfortunately that would change as the years went by, but in the early years, things were almost good in Equestria, except for the undead everywhere.

Meanwhile, Future Twilight and Celestia's rebels had both been searching for Silver Shock, who had disappeared with the Nether Crystal. Unfortunately for Equestria, and the poor unicorn bearing the crystal, she was finally tracked down by Future Twilight. Her weakness secured, this marked the beginning of Future Twilight's new reign of terror.

---

In the royal bed chambers of Westmarech Castle, Future Twilight stared curiously at the Nether Crystal. She had been hunting Silver Shock for years, her enemies had, too. Despite her power, despite her conquests, Future Twilight, now the Unliving Queen of Equestria, had never felt safe. She knew all that she had accomplished would be gone in a blink of an eye if Celestia's rebels secured the Nether Crystal before her. Thankfully, they had not.

Tonight she would sleep well, for at last, it was within her grasp. She sensed a presence looking over her shoulder, the ghost of the Unliving King. He had provided advice and information over the years, helping the Queen master her dark powers.

"You will be unstoppable now," the King said, "You possess the only thing which could have defeated you. There is another use for the crystal as well. It contains the essence of my dear daughters. You should be able to bypass the magic sealing their laboratory now."

The Queen eyed the crystal, "Indeed?"

"I'm not entirely sure what artifacts they may have collected there, but you should inspect it," the King said.

The Queen cast her teleportation spell and arrived at the bed chambers of the princesses of Westmarech. The King's ghost appeared besides her and pointed towards a wall. "The secret doorway is right there," the King said.

The Queen used her magic to move the crystal towards the wall. As it neared, the rocks began to glow and as she touched the crystal to the wall, they vanished in a burst of light. She could taste the dispelled magic in the air. Whatever the sisters had in their lab, they did not want anypony else getting their hooves on. The Queen cautiously proceeded through the doorway, keeping the crystal several feet ahead of her and tapping it against the corridor as she went, wary of any other wards.

Her vigilance paid off as the laboratory's door was heavily warded. The Queen smiled, the reagents for the protection spells likely cost more than most ponies made in a year. Whatever was in the lab had to be good. One by one, she dispelled the magical shielding spells. She eagerly entered the lab then paused as a voice screamed, "The masters have returned!"

The Queen scanned the room. There were bookshelves lining the walls, tables of alchemy equipment, and a large obsidian altar covered with a crimson cloth. The Queen frowned, nothing living, or unliving, that she could see. She glanced at the ghost, who shrugged in response. The Queen asked, "Who is speaking?"

The voice answered, "Masters, have you forgotten me? I have waited for you for so long! Where have you been?"

The Queen moved towards the source of the voice, the altar. There was nopony there. The Queen looked around the room, "I am your master now. Reveal yourself at once."

The Queen cried out in shock as the crimson cloth leapt up and enveloped her. The Queen struggled against the fabric as it closed in on her. She cast a quick teleport spell then scanned the room, looking for a target. All she could see was the bemused ghost of the King and the crimson cloth, which began to rise from the ground.

"You are not living? You have no blood? But you are not the masters?" the voice, emanating from the cloth, asked.

The Queen peered at the cloth, "What sorcery is this? A talking table cloth?"

The cloth drew itself up, "I am not a table cloth! I am the cloak of Lord Darkmane, the Black Hoof."

The Queen rolled her eyes, "A talking cloak then."

The King's ghost moved forwards and examined the cloak, he turned back towards the Queen, "My daughters had the Black Hoof's cloak? Interesting."

"Is that significant?" the Queen asked.

"Oh, quite," the King replied, "Lord Darkmane was a brutal tyrant in days long gone. I suppose the legends are true, as it was said his cloak had been bathed in so much blood and absorbed so much evil energy from its wearer that it developed a mind of its own, and a thirst for blood."

The cloak bobbed up and down, "Yes, that is me. Now, who are you? Where are my masters?"

The Queen snickered, "I am the Queen of Equestria. As for your 'masters,' they are dead I'm afraid. I killed them many years ago. Now I am your master. Tell me why I shouldn't incinerate you for trying to take my life."

The cloak fell to the ground, "Dead? No... That's not fair! I've waited so long for their return!" The Queen's horn began to glow with magic. The cloak swirled into the air and hid behind the altar, "Don't destroy me, master! I will serve you!"

The Queen sighed, the cloak reminded her of Spike, her assistant from long ago. The magic around her horn faded, "Come out, cloak. Tell me, what are you abilities?"

The cloak flew around the room, "I can mix potions, my old masters used me for that task. I can clean, if I must. I can keep you warm on a cold winter's night. I can also wrap myself around your enemies and drain every last drop of blood. Sweet, succulent, blood..."

The Queen grinned as she had an idea, "Very well, cloak. I have a task for you. You shall head south to the cloud city of Cloudsdale and find the dragon named Spike. Slay him. You will then administer a special elixir to him and both of you will return to me."

"Yes, master. How shall I find this, 'Spike?'" the cloak asked.

"Big pink dragon. Only one in Cloudsdale. Check the sweets shops," the Queen said. She reached into her robes and produced a vial and handed it to the cloak. "Now, go."

As the cloak left, the King's ghost burst out laughing. The Queen scowled, "What's so funny?"

The ghost smiled broadly, "My daughter's likely sealed that thing in there for their own sanity, rather than to protect it from theft."

The Queen nodded, "Yes, it does have a certain quality to it that gives me the urge to slam it against a wall, just like Spike always did."

"Why did you send the cloak after him?" the King asked.

The Queen winked, "The sentient cloak gave me an idea. As you know, the majority of my forces require my direct command, being mindless undead and all."

The ghost nodded, "Of course."

"Well," the Queen said, "now that I have secured the Nether Crystal, I think it is about time I recruited a second-in-command. Somepony who can lead my forces without my having to micromanage them. That way I can resume my royal duties without fear of attack."

The ghost frowned, "I would have served you in that capacity had you but asked."

The Queen laughed, "You would betray me and find a way to claim my powers. Spike on the other hoof was always obedient. I am of course obliged for all the assistance you have given me, mind you, but I still would not trust you."

The ghost smiled, "Ah, you know me all too well."

The Queen began to examine the laboratory. An ancient spellbook caught her eye. She could sense great evil emanating from its pages. Her horn began to spark as she approached it. She examined it, it had been bound in unicorn hide, dark sigils carved into the leather. Upon seeing this, she could not resist and began reading through the dark tome, memorizing the evil incantations within.

The Queen tucked the tome into her robes and looked smugly at the ghost, "Thank you once again, your majesty. Your daughters had an uncanny knack for collecting dark artifacts it would seem. With my new army of death knights and the forbidden knowledge I have gained from this tome, we will finally see peace and order returned to Equestria, forever."

"Splendid," the ghost said, "And the rebel terrorists? Are you going to deal with them as well?"

"I have something special planned for Celestia and her foalish resistance," the Queen said.

"Oh?" the ghost asked.

The Queen grinned, "One of my new spells. Let's just say it is right up my alley."

The ghost laughed, "Now I am truly curious."

The Queen winked, "Unfortunately you may only have one in effect at a time, so I must word it carefully." The Queen's horn began to glow and she teleported herself back to her bed chambers. She sat at the desk and eyed the Nether Crystal. "I think I have an idea for you, too."

She focused her magic, concentrating on a retrieval spell. The one object that she had always held dear to her appeared before her: her Smarty Pants doll. She smiled and hugged the doll to her chest. It had been her one true friend throughout her childhood, and she had kept it in her belongings until one day in Ponyville when it was lost to her. She hadn't felt the need to reclaim it, her new friends filling that void, but now she was going to use it for a different purpose.

The Queen began to cast a trick spell, the Smarty Pants doll transformed into a silver crown. She then cast a permanency spell upon her trick, and then used her magic to socket the Nether Crystal into the crown. She then cast some spells of protection upon it, and placed it triumphantly upon her head. She admired herself in the mirror.

The ghost of the king, who had been observing in amusement, clapped his ghostly hooves together. "My, don't you look dashing."

The Queen smiled then sat back down at her desk, pulling out parchment and a quill. The ghost looked over her shoulder as she began to write, and started to laugh. "And you're sure this will work?" he asked.

"It will," the Queen said.

The ghost laughed, "You were right, this is 'right up your alley.'"

The Queen continued writing, producing eight scrolls. She then conjured up eight chunks of obsidian and used her magic to shape them into hearts. On each heart she carved a sigil and a name. The preparations for her spell completed, she teleported into her bed. Tomorrow, she would finally bring an end to Celestia's rebellion. For the first time in years, she slept soundly, dreaming of her and her Smarty Pants doll playing together in the night sky.

---

The next morning, the Queen rose and was pleasantly surprised to see that the cloak had actually succeeded at its task. The cloak and the dragon were waiting for her in the main hall. She circled the dragon, admiring his physique.

"I have done as you ordered, my master," the cloak said.

"Indeed you have, and as your reward I am giving you as a gift to the new commander of my army of the sentient dead," the Queen said. "You have seen many battles, have you not?"

The cloak bobbed excitedly, "Yes, yes. My first master always wore me into battle. I love battle. The fear. The carnage. The blood! Oh, the memories..."

"Good," the Queen said, "Then you shall be a capable advisor."

"As you wish, my master," the cloak said.

The Queen began her ritual. First, she conjured up a greatsword, inscribed with necromantic runes. She then began to chant in the same strange tongue she had heard the Death Knights of Westmarech use, so long ago. In one hoof she held the greatsword, and as her other began to glow with unholy magic, she thrust it into the dragon's chest. The runes on the sword began to glow brightly, and as the Queen said the final words of the ritual, Spike snatched the sword from her grasp and held it aloft.

The Queen stepped back and smiled. The dragon's eyes were embers of orange, and he examined the runeblade and then the Unliving Queen. His voice was a chilling whisper that seemed to echo from deep within, he asked, "Twilight?"

The Queen grinned, "It's me, Spike. It is good to see you again."

Spike looked around the room then back at the Queen, "What have you done, Twilight?"

"I reclaimed you, Spike. You were my servant, my gift from Celestia," the Queen said. "I have need of your services once more. My apologies for slaying you, but dragons are not immortal. I'm sure the new powers I have given you will make up for that though."

Spike shook his head, "I don't understand."

"You are to be the commander of the... Order of the Undying Dragon," the Queen said. "You will serve to protect Equestria. You shall be her immortal guardians. An army of death knights, just like us, will be your command. You will help me ensure peace and order for Equestria, and maybe even the whole world."

Spike wanted to scream, to run, to strike down the Queen, but those feelings faded as soon as they arose. While he may not have been a mindless drone like most undead, he was still bound to the Queen's will. He found himself saying "As you wish, your majesty."

"Good," the Queen said with a smile. "It will take some getting used to, Spike, but in time you will come to appreciate this gift I have given you. Death is but a part of life. It is not an end, but a beginning. Not a punishment, but a necessity. There is no deceit in death. Nothing concealed. Nothing chaotic. Death is an orderly process, and order is what I desire."

She then pulled out a hoofful of golden coins and placed them on Spike's body, using her magic to transform them into a suit of spiked armor and then cast a permanency spell. "Unfortunately I have other affairs to attend to, Spike. I have another gift for you, cloak?" The cloak attached itself around Spike's collar. "This cloak will help you get accustomed. I will see you shortly, old friend."

The Queen teleported herself into a storage room and began collecting reagents. The King's ghost appeared besides her, "And just where do you plan to get this, 'army of death knights' you promised that unfortunate soul?"

The Queen cackled, "I know just the place." After a few minutes, she had collected her reagents. She focused her magic and her appearance shifted to that of Princess Celestia. She conjured up a mirror and began to laugh. "Oh, yes. This shall be most entertaining." She began to laugh even more as she heard her voice match Celestia's. She admired her beautiful mane for a few moments, then focused her magic, teleporting herself to Canterlot.

Her childhood home, Canterlot had fared well during her reign. The undead guardians were usually kept out of sight, she preferred incorporeal entities such as specters and wraiths, but a garrison of corporeal undead were always kept in the Canterlot Castle, ready to enforce their Queen's will. For the Canterlot ponies and businesses, it was almost life as usual.

One such institution was Celestia's School For Gifted Unicorns, and it was there that the Queen arrived. An instructor saw her and smiled as he ran over, "Princess Celestia! What are you doing here? It is not safe for you here!"

The Queen laughed, "Do not worry, I will be fine. Please tell the other teachers to gather the students for an emergency assembly."

The instructor bowed, "Of course, your highness! They will be delighted to see you!"

The Queen said, "I am sure they will."

The teachers dutifully gathered their students in the assembly hall. The Queen smiled at all the little unicorns looking up at her, hope gleaming in their eyes. Without a word, the Queen's horn began to glow and the Celestia illusion faded as a large burst of unholy magic instantly killed the closest unicorns. She pointed her hoof towards the crowd. One by one, unicorns fell to the ground dead. Some foalish souls stood and tried to fight, some ran, it didn't matter. There would be no survivors. What hope did any of these poor unicorns have against the Unliving Queen, when even the Elements of Harmony were not enough?

The Queen took no pleasure in this massacre. It was just a matter of business. Besides, she rationalized to herself, it would be for the greater good of Equestria. There was but one victim that day that brought a brief moment of joy to her dark heart. She had cornered one of her old instructors, one that had always threatened her with punishment if she made even the slightest of errors.

"Twilight Sparkle, don't do this," the old unicorn had cried. She tried to fight, but the Queen was too powerful.

"You're wasting your energy," the Queen laughed, "Is that what passes for magic skills now?"

The old unicorn backed away, throwing furniture at the Queen in desperation.

"You're only prolonging the inevitable," the Queen said, steadily advancing. The old unicorn backed into a wall and shook her head, terrorized as the Queen slowly made her way over.

The Queen raised her hoof and her horn began to glow. "Looks like you should be back in magic kindergarten! You know, you were always so cruel to me, I always called you 'Iceheart,' and I have just the spell for you."

The Queen pressed her hoof against the old unicorn's chest. Her flesh turned black and a thin sheen of white frost covered her body. She began to shiver uncontrollably, and with one final gasp, she fell to the ground dead. Her heart had frozen and shattered.

Satisfied, the Queen used her powers to summon forth a few undead minions from the Canterlot Castle garrison, which gathered the fallen unicorns back to the assembly hall. A few hours of rituals later, her army of death knights was assembled.

The slaughter at the magic school would have made quite the rallying point for the resistance. Unfortunately, the Unliving Queen had plans for them as well. With Commander Spike leading her new death knights, she quickly overcame the rebel defenses on Cloudsdale. A great sense of despair followed the Queen in her wake, as everypony saw the Nether Crystal, proudly displayed in the crown upon her head. They knew they had failed, and that their lives were likely to meet a horrible fate.

Surprisingly, everypony was spared, with only the leaders of the rebellion (Celestia, Luna, Twilight Sparkle, Rainbow Dash, Pinkie Pie, Applejack, Fluttershy, and Rarity) being hauled off. The Queen had brought them to the banquet hall at Westmarech Castle. A grand feast was laid out on the table.

The ponies sat in silence, glaring at the Queen as she devoured a plate of charred meat. The Queen licked her lips and smiled at her guests. She could tell many of them had been crying. She knew she should have felt sorrow at seeing her friends like that, but all she felt was a smug sense of satisfaction.

"What is the meaning of this," Celestia finally said.

"Can't a mare enjoy a meal amongst friends?" the Queen asked.

Rarity's fury could barely be contained. "Friends? You think we're your friends, Sparkle?" They never called the Queen 'Twilight', much like they never called the normal Twilight Sparkle 'Sparkle.'

Twilight touched Rarity's leg, "Rarity, don't..."

Rarity shook her head and snorted, "After what she did today, this... monster has the audacity to call us her friends?" Rarity stared defiantly at the Queen. "What if Sweetie Belle were there, Sparkle? Would you have slain her as well?"

"She would have received my gift of immortality, and been glad of it," the Queen said.

"Nopony wanted that gift," Twilight said. "And... and Spike, do you think he wanted what you did to him? I... I can't believe he's gone..."

Rarity put her leg around Twilight's shoulders and used her magic to dab at her tears with a handkerchief. Rarity glared at the Queen, "My magic may not be as strong as anypony's in this room, but mark my words, Sparkle. You will pay for what you did at the magic school, and especially for what you did to my Spikey-wikey."

The Queen laughed. A ghost of an Earth pony mare appeared over the table. She looked down at them with great sorrow in her eyes. "This mare lived and had strength of a sort," the Queen said. "She lost her parents to the windigos, her husband to war, but she persevered. Her farm prospered, her name was respected, her foals were clothed and fed. She lived as she thought she should. And now, she is dead."

The ghost vanished, taking one last pained glance towards Celestia. The Queen continued, "Her land was divided, her foals moved on, and she was forgotten. She lived a "good" life, but she had no power. She was a slave to death. Do you realize the power she might have held had she been allowed to embrace my gift? When the world of flesh is beneath you, even creatures mysterious and magical will fall."

The ghost of the Unliving King appeared, sneering down at Celestia and Luna. "When you cast aside the shackles of mortality," the Queen said, "You will find that death is not to be feared, but is to be embraced, for in death, you are free from the restraints of life. The good king and I both acquired more power than we could have ever hoped for in our lives, after our flesh had been long dead."

The Queen grinned at Rarity, "As for my new death knights, they were all in magic school. Of course they wanted power, and that is what my gift truly is. Power. And with that power they will help bring order to Equestria for generations to come."

Luna slammed her hooves on the table. She had taken the massacre of the magic school particularly hard. "There were foals there!" She grabbed her plate with her magic and hurled it against the wall. "I hunger only for revenge, and I will have it. Even if it takes us hundreds of years, thou shalt pay for the evil thou committest upon this day. I promise thee."

"Perhaps, dear Luna, but I'm afraid your lust for vengeance will have to go unsated for now," the Queen said with a smile. "Speaking of promises..."

The Queen's horn began to glow and the scrolls and obsidian hearts appeared before her guests. Celestia raised her eyebrow, "What sorcery is this?"

"You know I only want what's best for dearest Twilight here, and I know you would use that fact against me. Thus, I have found a solution to my problem. Read your scrolls, please," the Queen said.

Each pony read their scroll, it was a Twilight-esque list of promises and demands, including vows to never go against the Unliving Queen, that Celestia and Luna would continue to manage the sun and moon, that they would all relocate to Luna's castle on the moon, that they would provide Twilight Sparkle with whatever her heart desired, and to never mention the phrase 'Pinkie Sense' within earshot of the Queen, among many other things.

As the ponies finished reading through the Queen's rambling lists, the obsidian hearts began to glow then crumbled into dust. The dust then signed each ponies name to the bottom of their scroll.

Rainbow Dash looked nervously at Celestia, "What just happened?"

The Queen laughed, "A fun little spell I found. You have entered into a contract with me, a Dark Promise as it were. You will obey the outlined rules and vows, or you will die, I'm afraid. I would suggest you obey, for your own sakes, but it doesn't matter. Defy me and die, or in your death find loyalty, for I shall compel it."

Celestia read over her list again, "According to this, we can do anything Twilight Sparkle desires, so long as it also isn't going against you?"

The Queen smiled, "Correct."

"What if Twilight wants all the citizens of Equestria to join us on the moon? Taking ponies away wouldn't affect you," Celestia said.

"That would be allowed," the Queen said, "However, do you think all the ponies would want to live on the moon? Even if they did, so what? You think you could beat me by stealing away my kingdom for your own, Celestia? I rule the dead, and in doing so I truly win, because all that you lord over, Celestia, will eventually be mine. All things must die, even alicorns."

Twilight set down her scroll and sighed, "What about me? Do you think I want to live on the moon? To abandon the land I love, my home?"

The Queen looked at her self, "Of course not, Twilight." She sighed. "There are rumblings in the east. A great alliance of griffons, dragons, and whatever else is conspiring against me. I need you out of harm's way. The moon will be perfect. We can build you a new Ponyville or Canterlot there with magic. In time, I will bring you all back to Equestria, but for now, I need you someplace safe."

Fluttershy, who had been completely silent during this whole debacle, finally spoke. "I saw Spike today. I hope those griffons tear you asunder."

The Queen smiled, "Oh, Fluttershy... This pathetic alliance will soon meet the same fate as your foalish resistance." The Queen used her magic to return Luna's plate and meal in front of her. "Now, let us enjoy this meal together. I am sure you are all eager to get to your new lunar accommodations."

The Queen raised her goblet before her, "A toast, to my friends. You may not feel the same about me, but I will always think of you as friends."

Celestia nodded towards the Queen's crown, "And what of Silver Shock? She was your friend, too."

The Queen sipped at her drink, "Yes, she was. And she repaid my friendship by keeping the Nether Crystal out of your hooves, and for that, I thanked her."

Celestia sighed, "And by that, of course you mean you killed her."

The Queen frowned, "You would have done the same. Her mind was in such a sorry state, she even thought I was Star Swirl the Bearded. Poor thing."

A tear fell down Twilight's cheek, "You killed him, too... H-He was our hero... He tried to help you..."

"Unfortunate, but a necessary casualty," the Queen said. "Without him, I wouldn't be the mare I am today. Now, enough of this. This conversation will do naught but provoke sorrow amongst yourselves. Enjoy your meals, I had the finest chefs in Equestria make all of your favorites."

With great reluctance the Queen's guests forced down their food in silence. Despite the amazing quality of the food, not even the gluttonous Pinkie Pie could enjoy it. It was the Queen's victory feast, and they all knew it. They had been the last bastion of hope against the Unliving Queen. and they had lost.

As soon as the ponies finished their dessert, a cake which Celestia and Pinkie Pie devoured, the Queen used her magic to teleport them all to Luna's moon castle. She proceeded to her throne and sat down, then began channeling a spell. All across Equestria, 20-foot high illusions of the Queen appeared in every population center.

"Citizens of Equestria," the illusions simultaneously said, "We are on the verge of success. Soon, peace and order will be restored throughout Equestria. Even now, my capable forces, led by Commander Spike, are striking back at the rebel insurgents. Commander Spike brought swift justice to the rebel terrorists by destroying their base of Cloudsdale and capturing their leaders. The pitiful remnants of the resistance have now scattered to the outlying territories of Equestria, and I have personally banished their leaders to the moon. Law and order will soon be restored to our beloved Equestria. They may have been the first, but they will not be the last to rise against us. Trust me when I say that all who oppose me will die, and in their death they shall be reborn as loyal citizenry."

The Queen paused, "Those that stayed loyal to Equestria, I thank you. To any foalish enough to go against me: know me and fear me. My embrace is for all and is patient but sure. The dead can always find you. My hoof is everywhere - there is no door I can not pass, nor guardian who can withstand me."

As the illusions faded, a great sense of dread spread across Equestria. Things were never the same after that night. When the alliance of griffons and dragons attacked, the Queen used it as an excuse to make many amendments to Equestria's constitution, all in the name of security. As a totalitarian despot, the Unliving Queen wielded absolute control over Equestria and everypony who lived within it. Despite her promises of peace and harmony, she built one of the most powerful military forces the world had ever seen, primarily for the purpose of enforcing her rule over all others.

Unfortunately for the Queen, Equestria is a land of heroism, and all good things must eventually come to an end.

---

Back in the present, the ponies were contemplating the situation. The Star Swirls were reading over Future Twilight's journal. They turned the page to the final entry and flipped through the rest. Future Star Swirl sighed, "Blank."

A thought crossed Princess Celestia's mind, "Go back, please." They flipped through the journal again. Celestia began to cast a spell and a golden glow radiated from the book. As it dissipated, words appeared on the blank page. Celestia smiled, "Old trick, invisible ink."

"Congratulations Twilight, for figuring everything out. I thought for sure Cadenza was an evil imposter, the alicorn princess from Hearts and Hooves Day, corrupted and using some foul magic against our brother. Especially once her illusion was dispelled. But I was wrong. I tortured and tried to murder one of my oldest friends, yet I feel nothing. Watching your little Forelock Hooves detective roleplaying made me realize something, I can't let what's happened to me happen to you. Your youthful exuberance, charming naivete... I refuse to allow there to be a chance for you to become like me, Twilight. The Cadenza Crisis may have been averted, but who knows what else may arise and imperil you? As you yourself said, this all began with the horse shades. I've been hearing voices. The Death Knights of Westmarech. They whisper in my mind, they promise me there's another way. I am going to take it. Twilight Sparkle, please know that whatever happens, I am doing this for you. To the rest of you, stay the hay out of my way, or you will suffer."

The ponies looked at each other, fear in their eyes. Celestia sighed, "Of course you know what she intends, Star Swirl?"

The old wizards nodded, "The Unliving King." The rest of the ponies in the room except Luna looked on in confusion.

Celestia gave them a weak smile then explained, "Long ago, in the kingdom of Westmarech, there was a magical plague that claimed the lives of almost everypony living there. The king's three daughters survived, determined to bring back their parents, friends, and neighbors. They meddled with unholy magic, not meant for pony hooves. Eventually, at the cost of their own souls, they were able to bring back their father, but he was an undead abomination. In life, he had been a powerful magic wielder, his powers grew and he became a master of the unholy arts. He raised his fallen subjects and formed an army of the undead. He was convinced that the neighboring kingdom of Maneduras had unleashed the plague upon his kingdom, and he sought vengeance upon them."

Celestia used her magic to display an image of a great battle as the undead Westmarech army surged against the gates of Maneduras. "My sister and I rallied an army of our own, and with the powers of the Elements of Harmony, we pushed the undead back into Westmarech, saving the citizens of Maneduras. However, the Unliving King had grown too powerful. Even the Elements could not stop him. His princess daughters on the other hoof, while powerful, were able to be cleansed by the Elements. Their own father murdered them in his fury, and from their tears and our magic my sister and I created the Nether Crystal. We impaled the crystal in the King's head and its powerful magic left him dormant, trapped in his own body. His daughters later rose back from the dead as the Death Knights of Westmarech, but we defeated them and imprisoned them in Star Swirl's tower, where they have been mostly forgotten."

"Until now," Past Star Swirl said. He turned towards his future self, "Well old top, you helped fix my mistake, I shall try to fix yours." Past Star Swirl picked Twilight's journal back up. "Hmm, she met a unicorn on the way to the tower, a unicorn named Silver Shock. This unicorn had strange, recurring dreams involving Twilight and the tower. Twilight wrote that they thought the dreams were only to help the two meet and warn them about the True Hearts in the tower, since the unicorn proved vital in keeping Twilight alive through the ordeal. However, I fear Silver Shock's role has not yet been played. Especially considering that the Twilight from your timeline is now trying to free the Unliving King."

Future Star Swirl stroked his beard, "Hmm, but the Silver Shock in this timeline shouldn't be aware of any of this."

Past Star Swirl nodded, "Indeed. Which is why I am going to go get the Silver Shock from your time and try to stop the future Twilight before she unleashes the Unliving King."

Celestia raised her eyebrow, "You realize that is incredibly dangerous, don't you? The future Twilight's powers have grown immensely. She's already becoming a death knight, which in addition to her normal strength means even you won't be able to stop her."

Luna pointed around the damaged room, "Just look at what she did here."

Past Star Swirl shrugged, "It must be done. If I fail, my future self will still be here to help you. I've already endangered the world once, I'm not going to stand idly by and let it go to hay again." Past Star Swirl pulled an hourglass from his robes, "I shall return when the sand in this hourglass runs out. If I do not, then you will know I have failed and you shall have to try a different strategy."

Past Star Swirl bowed and threw a potion at his feet, disappearing in a cloud of blue smoke. When he opened his eyes he was in Star Swirl's tower. He moved through the halls with purpose, collecting power enhancing artifacts so he could jump between dimensions and enter the other timeline. His preparations complete, he began performing the arcane rituals required for the spell. After several hours, he shielded his eyes as a blinding light surrounded him. When he cautiously opened his eyes he found himself in Star Swirl's tower, except this time he was surrounded by ponies, some of which he had just seen in Canterlot Castle.

Past Star Swirl laughed, "Princess Luna, I was just talking with you."

The ponies excitedly asked if he had been successful. Past Star Swirl sighed, "Yes... and no. Which one of you is Silver Shock?"

Silver Shock raised her hoof, "That's me."

Past Star Swirl nodded, "Excuse us, friends." He used his magic to teleport himself and Silver to his living quarters. "Your friend Twilight Sparkle is in trouble. She's become evil, and intends to free the Unliving King and take his powers for her own."

Silver Shock's look of terror confirmed that she knew the stories of the King. Star Swirl gently stroked her mane, "Don't worry, my young friend. I have a plan..."

---

Princess Celestia stood strong as the sand in the hourglass flowed, hoping to inspire her subjects. In her mind, however, she was just as worried as the rest of them. She thought to herself, "If Star Swirl fails, what then? The Nether Crystal? Yes. If we destroy it, the Unliving King dies with it. But when I faced the King in the past, he was nearly as strong as Luna and I, even the Elements couldn't defeat him! Twilight's power is immense already and if she were to be bolstered by the Unliving King... Wait! Twilight! That could work!"

Celestia looked around the room and saw Twilight Sparkle sitting with Shining Armor and Mi Amore Cadenza. Celestia walked over to them, "I need to borrow Twilight for a moment. If you will excuse us, Shining Armor, Cadence." Twilight stood and followed her master out into a courtyard.

Celestia grabbed on to Twilight and spread her wings, soaring into the sky above Canterlot. She cast a cloud walking spell on Twilight and landed on a cloud overlooking the city. Celestia laid down and motioned for Twilight to lay next to her. Twilight joined her master and asked with growing concern, "What is going on, Princess?"

Celestia smiled, "Can't an old mare enjoy some quality time with her apprentice?" Celestia chuckled, then grew serious, "Twilight, you know none of this is your fault, correct?"

Twilight nodded, "She may look like me, she may have the same name, but that other Twilight is not me. Not anymore. Did you see what she wrote in that journal entry? 'Stay the hay out of my way, or suffer?' That's not me. I could never say something like that to my friends. I mean, I guess I did kind of almost cause the 'Cadenza Crisis' for our time, but I also helped stop it.."

Celestia put her leg around Twilight and pulled her closer, "That you did, my perfect student. I just want you to know that you are not to blame for anything that happens. We will need to face your future self, and you may see some things that will break your heart. Just remember that none of it is related to you. You need to believe that, Twilight."

Twilight looked up at Celestia, "I'll try."

Celestia snickered, "Do or do not, there is no try."

Twilight rolled her eyes, "Fine then. I'll do it."

The two ponies laid there in silence, basking in the sunlight and admiring the view. A while later, Celestia looked up towards the sun and sighed, "Hourglass will be running out shortly, let's get back. Hmm, I have an idea..." Celestia let Twilight climb onto her back and carried her through the skies. They soared low through the streets of Canterlot, buzzing the populace. As Celestia neared Canterlot Castle, she looked back at the euphoric expression on her apprentice's face and smiled.

---

The ponies eagerly watched as the last of the hourglass' sand fell. The final grain hit the bottom and they looked around the room, eagerly searching for the Past Star Swirl. There was no sign of him. Fluttershy began to panic. Celestia raised her eyebrow and looked nervously at her sister. They waited for another half hour, still nothing.

Star Swirl pulled off his hat and held it over his breast, then bowed his head, a tear in his eyes, as he softly said, "Requiescat in pace." Fluttershy, Spike, and Pinkie Pie held each other and began to cry.

After a moment of silence, Celestia stomped her hoof and swore, "Damn!"

Luna hugged her sister, "So, the future Twilight hath become the Unliving Queen now. This does not bode well."

Twilight wiped at her eyes and looked at Celestia, "What do we do now, Princess?"

Celestia grinned, "The Elements of Harmony."

Star Swirl's brow furrowed, "The Elements? But you yourself said they had no effect against the Unliving King when you faced him?"

Celestia laughed, "No effect on the Unliving King. He was rotten through and through, consumed by vengeance, even murdering his own daughters. We are up against the Unliving Queen now. There is still good in her. Deep down, some part of her is still the pony I love."

Star Swirl shook his head, "She's more an abomination than a pony now. Her soul is as twisted and evil as her undead body."

Celestia held up Twilight's journal, "If she was truly gone, would she have wrote this? She's doing all of this for our Twilight Sparkle. To me, that means that somewhere inside her icy soul is still a scrap of goodness."

Luna nodded in agreement. Star Swirl stroked his beard, then said, "Well, I suppose we are running out of options. But our foe is a cunning and extremely dangerous pony."

Celestia nodded, then looked at her niece, "Cadence, are you well enough to battle?"

Cadenza rubbed at her chest, still sore from Future Twilight's torture, "Good enough. I owe that evil little rascal a couple of licks, too!"

Celestia smiled at Cadence, "Very well. Star Swirl, Luna, Cadence, myself, and our royal guards shall fight as a diversion against the Unliving Queen. Shining Armor, you will use your magic to protect Twilight Sparkle and her friends to ensure that they can activate the Elements of Harmony. Star Swirl, you will need to transport us to the Westmarech castle throne room."

Star Swirl nodded, "Okay everypony, hold hooves."

As Star Swirl began to channel his teleportation spell, Celestia cried out as unholy magic enveloped her. She felt herself slipping into unconsciousness, the laughter of the Unliving Queen echoing in her mind.

Celestia opened her eyes and rubbed at her horn. She immediately recognized where she was, the Westmarech throne room. Her eyes fixated on the throne and the robed figure seated upon it. The Unliving Queen was wearing dark robes emblazoned with softly glowing necromantic runes. On her head was a silver crown, embedded with the Nether Crystal, and on her hip she wore the scabbard of the Sword of Heaven, which she had claimed from Past Star Swirl.

Celestia grit her teeth and glared at the Unliving Queen, "Twilight Sparkle."

It had been decades since the Battle of Cloudsdale, and the Queen had fallen farther and farther into darkness. In her corrupted mind, she no longer believed she was Twilight Sparkle, whom she associated with weakness. A new personality had formed: cold, malignant, and cruel.

The Unliving Queen snarled, "That is no longer my name. You may call me 'your majesty.' The circle is now complete. When I left you, I was but a learner. Now I am the master."

Celestia laughed, "Only a master of evil, Twilight Sparkle."

The Unliving Queen growled, "Don't call me that name!"

Celestia laughed then charged towards the Queen. She clashed her horn against her former student's. Celestia gagged as the stench of death and decay from the Queen reached her nostrils. Celestia spread her wings and jumped into the air, then began to channel one of her most powerful spells, a beam of pure sunlight.

The Unliving Queen scowled and drew the Sword of Heaven, deflecting Celestia's ray. The Unliving Queen cackled at Celestia's look of astonishment and channeled her own magic, sending a meteor of unholy energy plummeting on top of Celestia. Celestia screamed and crashed to the ground as the unholy magic washed over her.

The Unliving Queen strode over to Celestia and smiled down at her. "Did you really think you could stop me? Do you even know whom you face?"

Celestia stared up at the Queen, "I know there is still good in you, Twilight Sparkle. I can sense it."

The Queen kicked Celestia in the face, "Silence! I told you not to call me that. Do you even know what I have accomplished? Can you even comprehend the level of power I have reached? You and your sister ruled well, Celestia, but you weren't omniscient nor omnipotent. You couldn't even save me. I am living," the Queen paused and laughed, "unliving proof of that."

The Queen picked up Celestia with her magic and carried her over to a giant gemstone orb. "Look, Celestia. Your former kingdom. Now it's mine." Celestia stared in horror as images formed in the scrying orb of Canterlot. Undead pegasi patrolled the skies as wraiths stalked the streets. The living ponies looked just as soulless as their undead guardians as they went about their day.

Celestia rubbed at her face where the Queen had kicked her and shook her head in disbelief, "Twi... Your majesty, this is insane. What have you done?"

The Queen laughed, "I did what you couldn't, Celestia. With my new-found powers, I gathered the ancient dead of the Frozen North then marched upon Equestria and took it for my own. Oh, you and sister fought well, but you were no match for me and my minions. Now that I rule, Equestria has never known such peace. Do you know why? Because none dare attack us! Oh, they tried, at first, but every failed attempt just produced more undead soldiers for my army!"

Celestia shook her head, "But look at the ponies, they aren't happy. They look just as dead on the inside as you do on the outside! How long has it been since you've seen a pony smile at you? Genuinely smile, and not out of fear? How long since a pony has hugged you? Or came to you for help with a problem? Or told you that they loved you?"

The Unliving Queen tilted her head, "What has any of that got to do with things, Celestia? Equestria has never been safer that is has been under my icy hooves. Is it my fault that the namby-pamby ponies don't fawn over me like they did to you? Nopony loves me because I do not allow them. I command them, and they obey."

Celestia sighed, "Leadership is about maintaining a delicate balance between pushing and guiding. The genuine leader leads. She mentors. She guides. She sets examples. She mediates, and she adjudicates. She makes decisions. But, whatever else she does, she does not merely command. You need to care for your subjects. Pay attention to their interests, even if you have to fake it. They need to know that you really care about them. Their morale is your morale, and from what I see, their morale is non-existent."

The Unliving Queen laughed, "Hah! Oh, you're serious, aren't you? You realize I could rule the world if I so desired. My undead legions would swarm over the land, felling any who dared stand against me, until all bowed before me! And I wouldn't give a hoof if nopony loved me, or wanted to hug me, or came crying to me with their problems, because nopony can stop me!"

Celestia shook her head, "Maybe Star Swirl was right about you. But know this, Queenie. Don't be too proud of this unholy utopia you've constructed. The ability to rule the world is insignificant next to the power of friendship."

The Unliving Queen's laughter rebounded off the walls of the throne room. "Don't try to frighten me with your foalish ways, Celestia. Allow me to show you just what your sad devotion to 'friendship' really achieved for you!"

The Unliving Queen turned Celestia around and carried her alongside her as she walked towards the front of the throne room. Celestia's eyes went wide. The Unliving Queen pointed towards a pile of ash and clothing, which Celestia immediately recognized as Star Swirl's hat and robes. "Star Swirl was first. Couldn't let that old wizard meddle with my plans."

The Unliving Queen laughed and whirled Celestia rapidly through the air, sending a pillar of ash into the air. "Your guards died well."

The Unliving Queen kicked another pile of ash and Celestia watched in horror as Luna's crown rolled across the floor. "Then I killed Luna. I always liked Luna."

The Queen picked up another crown with her magic and held it in front of Celestia, "Oh, you may be glad to know your niece is still alive. She is... not well, but she is alive. For now. In my dungeon. Hmm, I wonder, just how long can an alicorn live? Perhaps her screams will comfort me for eternity." The Queen looked at Celestia's face and began laughing at her tears. "Oh, come now, Celestia!"

The Queen moved Celestia towards a doorway, inside she saw Shining Armor's body splayed out on a table, "Shining Armor of course was not too keen on his fiancée being tortured forever. I shall raise him later as my own death knight."

The Queen moved Celestia towards her, and forced Celestia to look into her eyes, "Now, let me show you the 'power of friendship.'"

Celestia found herself moving through the air once more and her eyes went wide and her jaw dropped as she was forced to look at six more piles of ash, the mortal remains of the wielders of the Elements of Harmony. The Queen walked over and picked up their Elements with her magic, parading them in front of Celestia.

Celestia stared in disbelief and whispered, "And I'm next?"

The Queen laughed, "No, Celestia. You were last." Celestia looked on in horror as she was brought over another pile of ash, this one containing her own crown.
Celestia was sobbing, the Queen brought her over and ran her hoof through Celestia's beautiful, flowing mane, "There, there, old mare. I summoned you here for a reason. Don't try to stop me. You can't. Just let everything happen as it is meant to be. Now, begone!"

Celestia gasped as she fell onto the ashes of herself, and shut her eyes as the Queen's unholy magic surrounded her once more. When she opened her eyes, she found herself back in Canterlot Castle as Star Swirl prepared his teleportation spell.

Celestia yelled, "Halt!" and grabbed Star Swirl's tail with her magic, pulling back and knocking him off balance, interrupting his spell.

Star Swirl looked back, "Princess, what's wrong?"

Tears ran down Celestia's face, "I just had a little run in with the Unliving Queen. Sometime in the future, she takes over Equestria and rules it with an iron hoof. It is truly awful. She summoned me there as a warning. This... doesn't end well for us."

Luna hugged her sister, "What can we do now, Celestia? The Elements failed?"

Celestia sighed, "I.. I don't know. I'm not sure exactly what happened, but we were all defeated, killed... But when I met with her, I could still sense the goodness in her. It was.. not much, but it was still there. The Elements may still be able to stop her, we just need a different plan."

Luna rubbed her horn on her sister's to comfort her, "The Nether Crystal?"

Celestia smiled at her sister, then frowned, "She has it with her. Embedded in her crown. I fought against her, I'm...I'm not sure if we'd even be able to wrest it from her grasp. She is frighteningly powerful."

Star Swirl walked over to the window and stared out at the city. The bustling capitol of Equestria, the kingdom his apprentice Clover the Clever had helped create. The kingdom he had vowed to protect at any cost. "There is one way we can end all of this, Princess. Nostrildamus, the mysterious keeper of time, could be of assistance. I could beseech him to use his temporal powers to eliminate the timeline myself and the Unliving Queen are from, thus preventing her from ever returning here."

Star Swirl was referring to an ancient Earth pony, Nostrildamus, that had been granted extraordinary abilities to manipulate time itself. Not much was known about Nostrildamus, as few ponies possessed the sorcery skills to travel to Nostrildamus' magical realm where time did not transpire. Star Swirl knew that Nostrildamus had a divine duty to police the timelines, ensuring that there was always one 'true' timeline that adhered to the prophetic visions that Nostrildamus foresaw. Nostrildamus' very existence was mostly unknown throughout the world, and even Star Swirl's knowledge was limited to what he had learned from but a few visits with the mysterious prophet.

Celestia tilted her head, then furrowed her brow. "That is a dangerous path you seek to tread, Star Swirl. We know so little of Nostrildamus, and wouldn't you be at risk as well?"

Star Swirl looked back over his shoulder at Celestia. "What did my past self say to me, 'This was my problem?' He was right. I did cause this. It is all my fault. I am prepared to pay the price my foalishness has cost."

Luna looked concerned. "If we are indeed in the true timeline, then this timeline's Star Swirl was already lost, we can't lose you too."

Star Swirl shook his head. "I've made up my mind." He glanced at Twilight Sparkle and winked, "Besides, the future seems to have some very capable hooves to look after it in my absence."

Twilight was confused, "Um, anypony mind explaining what exactly is going on?"

Star Swirl pulled off his hat and set it upon Twilight's head, "I'm afraid it is time to play my ace in the hole, the ultimate fail safe when it comes to time travel related mishaps. I must go to the Time-Lost Sanctuary of Nostrildamus. He has the power to eradicate all alternate timelines except for the one true timeline that he has prophecized. I may cease to be, but so will the Unliving Queen, and all shall be back to normal for you fine ponies."

Twilight pouted. "How do you even know this is the one true timeline?"

Star Swirl held up his hoof and cast a conjuring spell, summoning a large, dark blue crystal into his grasp. "This is the Crystal of Time, it records all temporal disturbances, such as the usage of time travel magic."

Star Swirl grasped the crystal in his mouth and swiftly drug it across his hoof, as if lighting a match. The crystal began to glow and ribbons of glowing text began to play out across its surface. The text was lists of dates and times, incidences where temporal magic had been detected in this timeline.

Star Swirl offered the crystal to Twilight, who eagerly investigated it. "By studying the recordings of the Crystal of Time, a Star Swirl such as myself can quickly deduce whether our actions have brought us to the 'proper' timeline. It took me a while to find a way to accurately judge this, but I eventually found a method. Before engaging in any time travel antics, I will cast a series of spells to cause temporal disturbances for the Crystal to detect. Once the time travel is completed, if I see those recordings on the Crystal still, then I know my actions had no effect. If I do not see them, then I know I have been brought into Nostrildamus' timeline."

"Does this mean we do not have free will?" Rarity asked, concerned. "If this one timeline is the only thing that matters, then do our choices mean nothing?"

"A very good question, Rarity. Let me explain it as Nostrildamus explained it to me," Star Swirl replied. He conjured up a piece of rope and magically held it in the air. He pointed towards the left end of the rope and called it the beginning, and the right end he called the destination.

"Nostrildamus told me he was tasked with ensuring that one timeline persists and reaches the prophecized destination, whatever that may be," Star Swirl said. He used his magic to manipulate the rope, tying knots in it and making loops. "The journey does not matter, so long as the end result is what is desired by the Powers That Be. While the concept of destiny and fate is a little peculiar for us ponyfolk, given the magical nature of our special talents and all, you still have the power to choose how you live that life. You, Rarity, could have decided to live in Canterlot instead of Ponyville for instance."

"How would things change if I did move to Canterlot?" Rarity asked.

Star Swirl smiled broadly. "That is precisely the kind of thing I have dedicated most of my life to. When did you make this decision? Before you met all of your friends, or after? What major events had unfolded? Let's say it was fairly recently, and you got an offer you couldn't refuse by one of your elite contacts in the fashion industry. Would your friends regularly visit you? If so, how would that affect things? Twilight Sparkle would have seen her brother and not flipped out near as badly about his wedding. Perhaps Rainbow Dash would have met some of the pegasi she admires and helped advance her dreams of being in the Wonderbolts."

Rainbow nudged Rarity. "Hah! I'll help you pack if that'd be the case."

Star Swirl twisted the rope. "It's the little things like that that I find highly interesting. How badly would this effect the timeline? Would it have a snowball effect and drastically alter the future?"

"So, what if Rarity moved to Canterlot, and it led to events that didn't adhere to the goal of Nostrildamus' timeline?" Twilight asked.

Star Swirl pulled a thread out of the rope. "Then it forms an alternate timeline, like the one I and the future Twilight came from. This happens more often than you think, why else would the Powers That Be need Nostrildamus, after all. For instance, Applejack, when you were young you had the opportunity to live with your aunt and uncle in Manehattan. You weren't happy there and so you moved back home. However, in an alternate timeline you did stay in the big city, resulting in many changes to the course of history. You living in Manehattan instead of Ponyville has many repercussions, but if I recall you first met Twilight at an Apple family reunion. Even the Manehattan Applejack would have attended, giving her a chance to meet up with her friends and still claim her destiny as a bearer of the Elements of Harmony. Sometimes things are just destined to occur, no matter what choice you made."

Star Swirl pulled more threads from the rope. "So, there's the alternate timeline where Twilight and I came from, an alternate timeline where Shining Armor did not want to marry Cadenza, an alternate timeline where Princess Celestia didn't have it in her to banish Nightmare Moon, an alternate timeline where Pinkie Pie never left her rock farm, an alternate timeline where Fluttershy never was bullied as a filly, an alternate timeline where Twilight chose not to live in Ponyville, an alternate timeline where Clover the Clever and the other Founding Mares were all frozen by the Windigos - meaning Equestria does not exist..."

Star Swirl wrapped one of the threads around the rope. "Sometimes these alternate timelines are allowed to interact with the one true timeline, almost exclusively as a result of time travel magic."

Star Swirl conjured a magical blade of energy and swiped it through the loose threads, severing them from the rope. "To help protect the integrity of the primary timeline, Nostrildamus has the power to eliminate these alternate histories if needed, preventing them from any interaction. You would not want an evil Celestia or super powered Nightmare Moon from an alternate reality to run rampant, after all."

"If eliminating the Unliving Queen's timeline is part of Nostrildamus' goal, wouldn't he do it anyway?" Pinkie asked.

"Not necessarily. As I mentioned, the destination is all that matters, not the path. If whatever outcome Nostrildamus seeks is still obtainable with an Equestria imperiled by the Unliving Queen. then he may not interfere. He serves neither good nor evil," Star Swirl replied.

"Well if you ask me this Nostrildamus feller sounds pretty spooky," Applejack said. "Somepony with the power to manipulate reality like that, and we don't really know nothin' about this grand plan that he's workin' on or what his motives really are."

The ponies nodded in agreement with Applejack.

Before the others could protest further, Star Swirl smashed a potion at his feet and disappeared in a cloud of smoke as he teleported himself to the magical realm where time did not progress, the location of Nostrildamus' sanctuary. He found himself standing in a grassy field before a modest manor. He had only been to this realm on a few occasions, and it never failed to disturb him. Clouds hung motionless in the breeze-less sky, and he could even see the hoof prints in the grass from his previous visits as the blades of grass were forever frozen where they had been pushed down.

Star Swirl gazed upwards into a sky where the sun never set and sighed as he walked towards the manor's entrance. "I suppose I've lived a good life, time to make sure everypony else can too..."

The manor was eerily silent as Star Swirl entered, the sounds of his own hoofsteps on the stone floor echoed around the corridors like a rifle's crack. The Time-Lost Sanctuary never looked the same way twice, the magics that created it always rearranged it based on events that had effected the timeline, with Nostrildamus' writing chamber being the only room unaffected. Enchanted tapestries with scenes from throughout history were hung along the hallways, providing visitors with a glimpse of events from Nostrildamus' era to the present. Just like the manor's floorplans, these tapestries were magically altered and created based off the timeline.

Star Swirl birskly walked through the halls of the Time-Lost Sanctuary, mentally preparing what he would say to Nostrildamus. His pace slowed as he caught one of the tapestries out of the corner of his eye. He turned to get a closer look and frowned. The tapestry showed himself lying prone with the Unliving Queen standing triumphantly over him, her hoof on his neck. The crowns of Princess Celestia and Princess Luna hung in the Queen's magical grasp.

Worried, Star Swirl continued onwards, finally arriving at a great hall. There were mountains of rolled up scrolls, and at the other side of the room he saw Nostrildamus himself. The ancient Earth pony wore dark brown, ink-stained robes, which concealed his cutie mark of a crystal ball and a quill. His blonde mane and violet coat were spattered with ink stains. Nostrildamus sat writing upon a never-ending scroll with his right hoof, while he furiously wrote down his quatrain predictions with the left.

Star Swirl took a deep breath and stepped into the hall and approached Nostrildamus. As he neared, Nostrildamus said, "The answer is no."

Star Swirl raised his eyebrow. "Beg pardon? Sir, I haven't even asked anything yet!"

Nostrildamus continued writing without a glance towards the unicorn, "Do you forget who I am, Star Swirl? I have foreseen this conversation."

"Then you know I seek your help in order to defeat the Unliving Queen," Star Swirl snapped. "You know she is too powerful for us, and that she is just as I am, from an alternate timeline. I implore you, use your power and send us both back into the void."

Nostrildamus chuckled. "Your valor is commendable, Star Swirl the Bearded, but the answer remains no."

"I don't understand," Star Swirl said.

Nostrildamus' hooves continued to write as he looked over his shoulder at Star Swirl. "Everything is proceeding as I have foreseen."

"Then you have foreseen that the Unliving Queen rules over Equestria?" Star Swirl asked.

Nostrildamus shook his head. "Of course not, not in this timeline anyway. She will be defeated with time. However, just as yourself, she has a role to play in future events. Which is why I can not fulfill your request."

"This fiend has a role in future events?" Star Swirl angrily asked.

"Indeed, she does, many of us do. Soon, prophecies shall be fulfilled and events shall transpire that were foreseen millennia ago by myself and other prophets of the Powers That Be," Nostrildamus said. "Do you know why I do what I do?"

"You police the timelines, ensuring that there is always one true timeline that adheres to the visions shown to you by the Powers That Be," Star Swirl answered.

Nostrildamus smiled. "That is indeed what I do, but I asked you the reason why."

Star Swirl shrugged. "To prevent time travel related mishaps?"

"Yes, of course, but that is only part of why I do what I must," Nostrildamus solemnly said. He rolled a crystal ball to Star Swirl. "Let me show you what I mean."

Star Swirl curiously gazed into the crystal ball and furrowed his brow as a vision formed of a crowded restaurant in Las Pegasus. Star Swirl placed his hooves on the crystal ball to manipulate it and the vision changed to show the restaurant's sign, which featured a very familiar face - the unicorn Trixie, who had aided Star Swirl and Twilight in their original timeline. Star Swirl read aloud, "The Great and Powerful Trixie's Pizza Coven. Hoof-made enchanted pizza." He shifted his gaze towards Nostrildamus. "The Trixie of my timeline did not own a pizzeria. What is this I am seeing?"

"That is an alternate timeline, Equestria #432158. In that timeline, the series of decisions and events unfolded so that ultimately the result, among other things, is that the unicorn known as Trixie became a celebrity chef with a world renowned restaurant."

Star Swirl rubbed his hooves against the crystal ball and the vision shifted to the interior of the restaurant. Every seat was filled and a host of waiters and waitresses wearing copies of Trixie's trademark magician's hat and cape tended to their guests. Dark clouds bobbed overhead, refilling glasses with Trixie's famous drinkantations - smoothies infused with magic that made them taste like your favorite flavors. He guided the vision towards the kitchen/stage, where Trixie was putting on a show as she made the orders. Balls of pizza dough floated through the air, transforming into various shapes as Trixie magically knead them and flattened them into perfect circles of dough. Rivers of tomato sauce lazily oozed through the air, as storm clouds exploded and rained pizza toppings onto the dough, followed by blizzards of cheese. The customers clapped and cheered as Trixie merrily smiled, basking in their adoration.

Nostrildamus waved a hoof towards the crystal ball and the vision of Trixie's pizzeria blinked away, revealing Trixie in a much different setting. Sweat poured off her as she worked in the sweltering summer's heat, magically sawing planks of wood then hammering them into place as she constructed a complex wagon that could transform into a stage, a replacement for the wagon that was destroyed in Ponyville earlier in the year.

"Now what you see is Equestria #1, the timeline that I have sought to keep pure all these years, as instructed by the Powers That Be," Nostrildamus explained.

"Doesn't seem quite fair to poor Trixie," Star Swirl said.

"Agreed, however if Trixie was a successful chef instead of a down-on-her-luck magician..." Nostrildamus paused for a moment, "Things would not work out as we desire. As you know, I am one of the Ancients, one of the first generations of pony that were born upon this world. When I was but a blank-flanked colt, I was visited by the guardian of this world, Draco."

"Draco, as in the constellation?" Star Swirl asked.

"Yes, he is more than just an arrangement of stars, however," Nostrildamus replied. "Before his ascendance to the heavens above, Draco was a never-sleeping dragon, one of the first beings to exist in our world, born out of the harmony of creation. Unlike the majority of his descendants, Draco craved not to horde treasure but instead protected a magical tree that produced golden apples. The enchanted fruit from this tree granted immortality to their consumer, preventing them from aging and giving them eternal youth. Draco did not know of the apples' magic, but he could feel in his heart it was his destiny to defend them, but from what he did not know."

"Much blood has been spilled in the pursuit of eternal youth, I shudder to think of the wars that would be fought over that tree," Star Swirl said.

Nostrildamus nodded. "Indeed. Eventually, Draco encountered one of the few other beings that existed in the world at that time, a little pony filly named Primordia. Contrary to Draco, Primordia, who was the first of our kind, was born out of the chaos of creation."

Star Swirl frowned. "The foremother of the pony tribes was born of chaos?"

"Yes, which is how our tribes possess such varied, wondrous abilities, such as being able to wield incredible magic, walk on clouds, or cause plants to spring from the earth with but a touch of our hooves," Nostrildamus said.

Star Swirl slowly nodded. "I have seen ponies capable of feats that seemed impossible, but I suppose chaos can certainly cause the impossible to occur."

Nostrildamus continued. "Primordia was a scared, lonely, little filly lost in a massive, empty world. She had traversed the lands seeking out somepony, anypony, to befriend and eventually encountered Draco. She was terrified of the dragon, but the golden apples called to her like a beacon. She knew she had to have those apples. Their relationship started out rather icy, Primordia was scared Draco would devour her, Draco was scared Primordia was the threat he sensed towards the apple tree. Primordia began to regale Draco with tales of the world she had explored and as they conversed their fears died down and they became friends. To celebrate their friendship, Primordia used her powers of chaos to create a mate for Draco from the rocks and earth. Unfortunately for Draco and his mate, this friendship came to a crashing halt as soon as Primordia took her first bite of a golden apple."

"I guess our obsession with apples and cider is genetic," Star Swirl chuckled.

Nostrildamus laughed. "Yes, however Primordia's was a craving far greater than any pony's since. Primordia became crazed and obsessed with the apples. Draco gave her one each day, but it was not enough, she wanted more, demanded more. As Draco gazed upon her scowling visage, he knew that she was indeed the threat to the apple tree he had been destined to protect against. The guilt was overpowering, but he stood his ground and told Primordia she was no longer welcome. Primordia was devastated. A simmering fury built up within her and the ground began to quake. The powers of chaos surged within her and she charged towards Draco and kicked him with all her might, launching the great dragon into the heavens above. Draco's mate fled with their clutch of eggs and left a trail of tears across the mountains in her wake, which left salty blocks of ice. Primordia eventually licked these salt blocks into shapes and used her chaotic powers to bring them to life. Ponies, horses, goats, sheep, cows, deer, and all the other ungulates that populate our world were created in this fashion."

"As Draco limply hung in orbit, the Powers That Be appeared before him and blessed him with their power. Draco was transformed into a living constellation and was sworn to be the guardian of our world. It was his duty to protect the Balance between harmony and chaos."

"Balance? The Powers That Be did not wish for a world of harmony?" Star Swirl asked.

"I will explain it to you as Draco did to me. If you wish to buy a cake, what do you do?" Nostrildamus asked.

Star Swirl thought for a second. "Well, if I can't just magically whip one up, I suppose I'd-"

Nostrildamus laughed and interrupted Star Swirl. "Magic is chaotic in nature, so you can see why the elimination of chaos would be bad, but please, continue."

Star Swirl nodded and glanced up at his horn. "I see your point. Anyway, if I wanted to buy a cake I would go to my favorite bakery and pick one out, or order one special in advance."

"Okay, now imagine if we lived in a world with no chaos, obsessed with order. There would be laws and rules to ensure that everything, and everypony, functioned appropriately. You might be required to perform a specific greeting to the baker, and perhaps you, in your old age, had a memory lapse and forgot. Well, in a society obsessed with order your punishment might be severe indeed," Nostrildamus explained. "Then, in the opposite world, one devoid of harmony and made solely of disorder, there wouldn't even be a bakery, there wouldn't even be a town. Nopony would be organized enough to have ever worked together long enough to create a settlement, let alone learn how to bake and start up their own business. There'd be no reason to, everypony and everything would just wander the lands as Primordia did in the beginning."

Star Swirl stroked his beard. "So, the best way to get a cake is in a world of Balance, where there is enough order for ponies to be able to work together in a society and set up bakeries, but also enough disorder so if I go to buy a cake and say 'Hello' instead of 'Greetings, oh illustrious master of sweets' I don't get hung, drawn, and quartered."

"Precisely. Draco and his acolytes like myself work to ensure that harmony always outshines chaos, but also ensure that chaos is never completely eradicated, lest harmony turn on itself," Nostrildamus proudly said.

"If Draco and ponies like yourself work to maintain this Balance, are there agents of disorder that oppose you?" Star Swirl asked.

Nostrildamus sighed. "Not exactly. By its nature, chaos is not an orderly force. There are proponents of chaos, such as Primordia, of course, and despite their lack of organization they still jeopardize the Balance. There are unwitting agents as well, under the influence of chaos, or harmony, but unaware of the role they play. Your 'Unliving Queen' is an example, but there are several hooves stirring that pot of evil."

"Then you must do what I came here to ask of you - destroy my timeline and erase the Unliving Queen and myself!" Star Swirl declared.

"I can not do that, Star Swirl, and my powers never 'destroy,' I merely seal the errant timelines," Nostrildamus replied. "I can unseal them as well, if you would like to pop in and grab a slice at Trixie's...."

Star Swirl frowned. "That won't be necessary, thank you. You mentioned that ancient prophecies would be fulfilled, and then told me about Draco and the Balance. Is it safe to surmise that these prophecies involve an upsetting of the Balance?"

"Yes, unfortunately they do," Nostrildamus sadly said. "Events are unfolding as we speak that will forever change our world. Do you remember the vision you saw of a future ruled by chaos?"

Star Swirl scowled. "I do."

"Your timeline did not have the luxury of my protection, and so it began to succumb to chaos. A challenge will soon be made against the Balance in Equestria #1, but not all of the key players are assembled yet. I cannot tell you much of the upcoming battle for I am forbidden by the Powers That Be, but know this: trust in your hearts, and the world - the Balance - will be safe."

Star Swirl vacantly stared into the crystal ball and watched Trixie work as he thought upon Nostrildamus' information. He finally said, "If Draco became the guardian of our world, what happened to Primordia?"

"After creating her 'children' from the salt blocks, Primordia returned to the golden apple tree," Nostrildamus explained. "She gathered the seeds and began to roam the world once more, eventually exploring the seas and finally settling on an uninhabited continent, the only place where the golden apple seeds would grow. There she remained alone, but not for long. Just as she used her powers to create Draco's mate and the ungulates, so too did she use them to create beings, what our tribes call demons, to populate her new home. These demons were not like the others she had helped create however; they were manifestations of emotions and feelings. For instance, Primordia once had a bad dream, so she in turn created a demon that fed off fear-inducing nightmares. Or, she was scared, so she made one that ate fear itself. Primordia and these new children of hers have remained there, for the most part, to this day, hidden from the mortal world under a powerful magical shroud."

A twinge of fear crossed Star Swirl's mind. "Demons? And you say some have escaped from this prison?"

"Prison is perhaps the wrong word to use," Nostrildamus replied. "The magic that shrouds the continent was created to keep others out more than it was to keep the inhabitants contained. A sort of quarantine if you will, for chaos infects those that dwell there. Before the shroud, one of Primordia's creations flew across the sea and laid waste to the developing ungulate societies. The survivors ended up hunting it down and destroying it and settled on the continent. With Primordia's influence, her two children - the ungulates and the demons - were eventually coerced into fighting an endless war due to the golden apples, A war that continues to this day. As to how they 'escaped,' one of the few remaining portals to the Netherworld, the magical dimension that parallels our own, can be found there. Some of the demons migrated to the Netherworld and settled there. From there they accessed our world, either through their own will or through the meddling of mortal mages, until the great crusades that destroyed the majority of the portals."

Star Swirl took a deep breath and closed his eyes as he sunk into thought. Clearly Primordia's lost continent would soon reappear, and with it the chaos that threatened the Balance, that much was clear. "Is there anything you need us to do?"

"Once you have dealt with the Unliving Queen, you had best do some research on the Netherworld and our tribes' interactions with the occupants thereof," Nostrildamus said. He turned and met Star Swirl's gaze. "The challenge you will have to face will not be pleasant. The ponies and other beings under Primordia's influence have been twisted, broken, and corrupted thanks to the never-ending war she helped create. Do not worry about what is yet to come, as I said before this has all been foreseen, everything is proceeding as it should."

"Then I must get back and deal with the Unliving Queen," Star Swirl said. "Don't suppose you'd like to tell me how that shall be achieved?"

Nostrildamus smiled. "Oh, if you could see the look on your face when you figure it out. Especially considering the kind of pony you are. I will tell you this, Star Swirl. It's been right in front of you the whole time. Trust in Princess Celestia's insights. Her wisdom rings thrice. Oh, one more thing: after you deal with the Unliving Queen, you must travel into the timeline that she created. There you will make a discovery of great import. Now, if you'll excuse me, I must get back to work."

Nostrildamus stomped his hoof and Star Swirl found himself back in Canterlot Castle. The ponies in the room lit up. Twilight joyously declared, "Star Swirl! You're back!"

Star Swirl smiled. "Indeed I am. How long was I gone?"

"Less than a minute," Twilight replied.

Celestia asked, "If you're here, then this plan failed I take it?"

Star Swirl nodded slowly. "Yes, Nostrildamus refused. He claims everything is going according to plan, which includes myself and the Unliving Queen being alive and well. Or undead in her case I suppose. We discussed a lot, which I will have to convey to you in private, your highness, but he was quite clear that whatever must be done to stop the Unliving Queen would be within our capabilities."

Star Swirl looked at Twilight, then glanced up. "Hmm, I seem to recall giving you my hat..." He grabbed his hat with his magic and several scrolls fell from the hat as he lifted it up. Star Swirl sat down and eagerly unrolled the scrolls, "Nostrildamus quatrains?"

Star Swirl began to read:

"Like a griffon will come the Queen of Westmarech,
Accompanied by those of Aquilon:
She will lead a great troop of winged ones and hooved ones,
And they will go against the Princesses of Equestria.

The cruel faction in the long robe
Will come to hide under the sharp daggers:
The Queen to seize Canterlot and the frozen place,
An army raised in the mountains to pass over the sea.

Upon the Queen of the dead speaking of wars,
Equestria will hold her in contempt:
Her head hung and legs bound,
Face pale, crystal hidden in her forelock."

Celestia looked over Star Swirl's shoulder. "It seems it has been foreseen that the Unliving Queen loses after trying to take Canterlot, and we know that we must use the Nether Crystal on her, and not simply destroy it. The question remains, 'How?'"

Star Swirl was thinking over the cryptic clues Nostrildamus had given him. "The kind of pony I am. What am I? A unicorn? A wizard? The answer was right in front of me the whole time... Right in front of me..."

Star Swirl glanced up and saw Celestia, Luna, and Twilight and her friends standing in front of him. "Celestia's insights and wisdom..."

Star Swirl clapped his hooves together and shouted in glee. "Hurrah! I know what must be done!"

Celestia beamed at him. "What have you discovered, Star Swirl?"

Star Swirl grinned back. "Nostrildamus gave me some clues. He said the answer was right in front of me, it had something to do with the kind of pony I am, and your insights and wisdom. What is right in front of me? The current and former wielders of the Elements of Harmony. What was your insight and wisdom, Celestia? That the Unliving Queen still has some good in her and that the Elements can be used on her. And what kind of pony am I? A unicorn wizard that is a master of time magic!"

Star Swirl chuckled. "Why did Nostrildamus refuse to merge the timelines? Because your Star Swirl is gone and we need the Elements," Star Swirl put emphasis on the 's,' "Not just one set of the Elements, we need multiples. 'She will be defeated with time' is what he said. I shall use my powers to bring the Elements and their wielders from the past. The Queen may be able to resist the power of one set of the Elements of Harmony, but not several at once!"

The gathered ponies clapped and stomped their hooves and cheered. Celestia asked, "How many Element bearers do you need to find?"

Star Swirl stroked his beard. "As many as I can get. Wait, Nostrildamus said something peculiar, he said your wisdom rings 'thrice.' I thought he just meant your theory about the Queen still having a shred of decency was very important, but now it makes sense. We need three then I suppose, and I can see all three right in front of me!"

Luna frowned. "But there are only two of us. My sister and I, and Twilight Sparkle and her friends."

Star Swirl shook his head, "Nay, there are three. You and your sister. Twilight and her friends. And Celestia herself."

Luna looked down. "Oh, right. When I was Nightmare Moon a thousand years ago..."

Celestia comforted her sister. "Star Swirl, do what you must. Let's get this over with, we still have a wedding to attend to, after all."

Star Swirl glanced at Shining Armor and Cadenza. "Ah, yes. I'd almost forgotten in all this commotion."

Applejack spoke up, "Well this is all well and good, but how are we gonna fight the Queen? I mean, I don't rightly know much 'bout this whole time travel bunkum, but don't we kind of need to beat her before she takes over Equestria?"

The room fell silent for a few moments. After a moment of thought, Celestia smirked. "She will come to us! Remember how she summoned me earlier? That means she must have some means of watching us as we speak. If she knows we are trying to defeat her, she will likely time travel back here herself in order to stop us."

Pinkie Pie coughed. "Why wouldn't she just go to sometime before we figured out her weakness and fight us then?"

Twilight used her magic and picked up the Nostrildamus scrolls. "A good question, Pinkie! However, if we are in the 'one true timeline' then the Queen is definitely going to come here to fight us according to these. 'Like a griffon' that means she should be flying here. 'Accompanied by those of Aquilon' Aquilon was an ancient name for the Frozen North, so that means the ancient dead."

Celestia smiled at Twilight, "Very good, Twilight. I agree, the Queen will come here and raise an army then try to take Canterlot."

Star Swirl nodded in agreement. "Then we have much to do. Princesses, ready your kingdom for battle. I shall retreat to my tower to retrieve your past selves."

All across Equestria, ponies headed to Canterlot, answering their princesses' call to arms as Celestia and Luna prepared to defend their kingdom against the undead legions of the Unliving Queen.

---

The Unliving Queen stomped her hooves as she stared into her scrying orb. "They think they can stop me?"

The voices in her mind murmured, she concentrated and isolated one of them, the Unliving King. His ghost appeared besides her. "You foal. You should have slain Celestia when you had her in your grasp. Why did you toy with her?"

"Because I could," the Queen snapped, "Nopony can defeat me. I don't care if they bring every Element bearer there has ever been, I will incinerate them all."

The Unliving King scolded her, "You foal! Surrender your mind and allow me to take over. The Elements of Harmony are no laughing matter. Your youth begets arrogance."

The Queen laughed, "You had your chance against Celestia, and you failed. I succeeded where you did not."

The Unliving King sighed, "I lost because I betrayed and murdered my own flesh and blood, consumed by my own desire for revenge. You on the other hoof, have a weakness of your own."

The Queen closed her eyes, listening to the voices. It was far weaker now, but she could still hear the voice of Twilight Sparkle. "I suppose you are right. What would you suggest?"

The Unliving King laughed, "Kill them! Strike them down, now!"

The Queen looked into the scrying orb and frowned, "But they supposedly received prophecies from Nostrildamus himself saying I would lead an army against Canterlot, and that I would be defeated."

The voice of the Unliving King dripped with sarcasm, "Oh, yes. Why don't you just time travel right back there and waltz into Canterlot Castle with your hooves in the air. That's a damn fine idea. Certainly shouldn't just vaporize them from where you stand."

The voice of Twilight Sparkle grew stronger, "Go back. It's your destiny to lose on that day. Not to rule Equestria with a reign of terror."

The Queen focused on Twilight's voice. "Look around you!" the voice exclaimed, "You know this isn't right!"

The Queen glanced around the room at the piles of ash, looked down at the necromantic runes on her robes, then stared at the undead flesh on her legs. The Queen sighed, "You're right, Twilight. But even you can see that under my reign, things have been good for Equestria."

"Remember what Celestia told you," Twilight said. "The ponies aren't happy. They may be safe, but nopony wants to live with their great-great-great-great grandfather's corpse flying around above them."

"But why would I give all of this up, Twilight?" the Queen asked.

"Because," Twilight's voice said, "if you recall, we were doing this for Twilight Sparkle. Look behind you again, you killed her, and our friends."

The Queen stared at the piles of ash. She felt something she hadn't felt in years - sorrow. The Queen gasped and clutched at her chest.

The voice of Twilight became smug, "See. Celestia was right, you do still have goodness within you. Me."

The Unliving King's voice intensified and seethed with anger, "Enough of this, stop listening to her! You grow weaker with every word she speaks. You know what must be done, so do it now before they destroy us!"

The Queen shook her head, continuing to stare at the ash. "Yes... what must be done. I shall go back and raise my army to attack Canterlot, as it has been foreseen. If I am to rule, then I shall prevail. If I am not, then I shall suffer, just as the ponies have suffered under me."

The Unliving King roared with rage, "Foal! Think of what you are giving up! If you do this, all will be lost! You are unfit for command, surrender your mind to me at once before we lose everything!"

The Queen snarled, "Silence! I see now that I have become just as petty as you. I killed my closest friends, my brother, even my past self!"

The Queen picked up the Element of Loyalty, "Rainbow Dash, the pony who had poured her heart out to me many years ago in Star Swirl's tower. Oh, how we used to stay up all night reading Daring Do adventures together..."

The Queen picked up the Element of Laughter, "Pinkie Pie... You were at times infuriating with your random insanity, but you always knew how to make me smile."

The Queen's stomach growled as she grabbed the Element of Honesty, "Oh, Applejack! Those apple pies, those apple pies you used to make, and all those appletastic treats your Granny taught you to bake. I can almost taste them, smell them... They were so good..."

The Queen looked down at her robes and sighed as she lifted the Element of Generosity, "Part of me is glad you're not here Rarity, you'd never let me hear the end of it if you saw what I was wearing. You always knew what looked great on me, and always gave us spectacular clothes without asking anything in return.."

The Queen picked up the Element of Kindness,"Fluttershy, you didn't deserve this. You were the nicest, sweetest pony I knew, and most ponies treated you like a doormat. I'm sorry."

The Queen lifted the final Element, her own Element, Magic. The Queen dropped to the ground and began to sob.

The Unliving King screamed, "No!" as his ghost and voice faded away, rejoining the swarm of voices in the Queen's head. The Queen was feeling emotions she hadn't felt in years. Grief, guilt. The Queen looked up and saw the ghost of Twilight Sparkle standing over her. "Twilight," the Queen said, "Look at what I've become! I'm a monster! I want my friends back!"

Twilight's ghost smirked, "And Celestia was right again, the power of friendship is absolute."

"What can I do?" the Queen asked.

Twilight's ghost laughed, "You know what needs to be done. Go back to the past, raise your army and march upon Canterlot. If you are defeated, none of this should come to pass and our friends will be fine."

"Can't I just surrender myself to them?" the Queen asked.

Twilight's ghost shook her head, "No, we must follow Nostrildamus' prophecy, unless you wish to remain as you are now."

The Queen wiped at her tears and gently set down her friends' Elements. "No... But how can I attack them? I don't want to hurt anypony, not anymore. I can see now that I have done more than enough harm..."

Twilight's ghost smiled, "Easy. You just have to fight them until you are defeated. Nothing says you have to go all out and be trying to kill ponies."

The Queen nodded, "So be it. I shall take one last look at my kingdom before I bid it adieu." Twilight's ghost smiled and nodded, then vanished.

Celestia's words haunted the Queen. She had never thought of it in the decades she had ruled Equestria. Did no pony really love her? She laughed, she knew that wasn't true, but she had to see what the populace really thought of her. She closed her eyes and focused her magic, teleporting herself into the marketplace of Queensport, a bustling trade center on Westmarech's coast.

She willed the voices in her mind to be silent and focused on the living ponies around her. She could almost taste the fear in the air as the ponies hit the dirt, bowing before her. She surveyed the mass of frightened ponies and picked up a little unicorn filly with her magic. The unicorn was quaking with fear, her heart racing and eyes wide with terror.

The Queen frowned, then remembered her unholy appearance isn't exactly pleasing to view. She focused her magic and cast an illusion over herself. Her flesh appeared healthy and no longer ashen and her eyes were an icy blue. The Queen made soothing noises and rubbed her horn against the little unicorn's. "What's your name, young one?" the Queen asked.

"M-m-m-m-moonstorm..." the unicorn said.

The Queen smiled at her, and shifted the unicorn to look at her flank, it was blank. "Well, little Moonstorm, do you have any idea how very lucky you are?" the Queen asked. Moonstorm's parents glanced at each other in fear. Moonstorm shook her head.

"You still get to experience the thrill of discovering who you are, and what you're meant to be," the Queen explained. "You could be a legendary explorer, a famous inventor, a champion ball player... Why, you could even be queen someday. Would you like that?"

Moonstorm rapidly shook her head, "N-no."

The Queen smiled, "Oh? Why is that?"

Moonstorm looked her squarely in the eyes and said, "Because you're evil and mean." Moonstorm's mother fainted. Moonstorm's father stood, "Please! Spare her, your majesty! She is but a foal, she knows not what she speaks!" The Queen glanced at him and he quickly hit the deck once more.

The Queen smiled at Moonstorm, "So tell me, if you were queen, what would you do?"

Moonstorm looked around, "I'd get rid of these scary monsters." The Queen focused her magic and Queensport's undead sentries disappeared in flashes of magic. "What else?" the Queen asked.

Moonstorm's face lit up like it was Hearth's Warming Eve. "Wow," she said, "you really got rid of the monsters?" The Queen nodded. Moonstorm sunk deep into thought, "I'd have a big festival for all the ponies where we could sing and have fun and eat cake without any monsters."

The Queen used her magic to pull a blank scroll, a quill, and a bottle of ink from her robes. She began to write, "Citizens of Queensport, you shall hold a great festival in honor of the little unicorn Moonstorm. Until further notice, Moonstorm is honorary princess of Queensport, and you shall do as she desires," the Queen almost instinctively wrote 'under penalty of death' but caught herself, "or else I, and this sweet little filly, will be sorely disappointed. Have fun." She pressed her hoof against it, leaving her sign, a glowing blue hoofprint. She then used a trick spell to produce several copies of the parchment, then set them down in front of the gathered ponies.

The Queen set Moonstorm down and focused on transforming herself into what had once been called the 'burning terror.' Over the years, she had perfected it, being able to transform at will, when once it had been an uncontrollable reaction that required extreme anger. Not only did it provide a substantial increase in power, but it also conveniently allowed the Queen to fly. The Queen's mane, tail, and hooves burst into blue flames and she soared upwards into the sky.

The Queen flew across Equestria, every city she visited was the same story: Ponies terrorized by the sight of her. The Queen teleported back to her castle, having seen enough. She paced around her quarters as the ghost of Twilight reappeared. "See? Celestia was right," the ghost said, "Your ponies do not like you."

The Queen nodded, "Yes. I can see that now. I thought I was protecting them from harm, but it was I that was harming them." The Queen toyed with her crown, "Well, since all of this will cease to be soon, I suppose I can go out on a high note."

The Queen shut her eyes and focused on the voices, "I want you all to leave your posts and retreat into the wastes of the Frozen North. Leave the living alone."

The Queen called for her majordomo, a swift, young pegasus. "Cinderwing, record this please. 'Citizens of Equestria, her majesty the Queen wishes for you all to enjoy a day of festivities. Eat cake. Dance. Sing. Play. Whatever you do, be happy. Signed, Queen Twilight Sparkle of Equestria.'"

Cinderwing raised his eyebrow and said, "Are you feeling alright, your majesty? You haven't used that name in decades."

The Queen smiled at her assistant, "Well, it is my name after all. Although it does feel peculiar saying it out loud. Anyways, I would like you to distribute that proclamation across Equestria."

Cinderwing bowed, "At once, your majesty."

The Queen stepped out into the hallway and gently nudged open a door across the hall. Tears welled in her eyes as she gazed into the room. The Queen sighed as she heard Twilight's voice nagging her in her mind, "Yes, yes. Let's get this over with."

"Remember," Twilight's voice said, "even though you're going to throw this fight, you need to put on a show for the ponies. They need to know you are a legitimate threat and that your defeat meant something."

The Queen laughed, "Oh, don't worry. I know just the thing."

---

Prince Blueblood walked nervously towards the gates of Canterlot. He slowed his pace to admire himself in a mirror. His golden armor shined to perfection. His royal red cloak immaculately draped over his body. He was looking good. Stoic unicorn guardsmen opened the gates with their magic as he approached. He thought to himself, "Of the days annoyances..." as a blast of icy wind swept through the opened gates and rustled his cloak.

Blueblood paused in the threshold and stared in amazement at the unholy forces arrayed before him. The Unliving Queen of Westmarech sat upon a chariot of bone, pulled by two skeletal griffons. In the sky above was a massive dark cloud pushed by undead pegasi, which the Queen had used to mobilize her forces. On the ground below her there was a horde of undead. Ghouls, ghasts, specters, wights, skeletons, revenants, phantoms, ghosts... all manner of corporeal and incorporeal abominations. The army bore the ancient banners of Westmarech, which snapped in the howling winds, the only sounds Blueblood could hear besides his heart rapidly beating in his chest.

Blueblood steeled himself and boldly strode outside the gate. He had been hoofpicked for this task by his aunt, and by Celestia, he was going to make her proud. The Unliving Queen's chariot descended and moved towards Blueblood. Chills ran up his spine as the Queen smiled at him. There was something about her that was familiar to him, even though her features had been distorted through undeath and with unholy powers. Yes, he knew this pony, but from where? She was somepony important, he knew. As he began going through the alphabet and thinking of all the ponies everypony should know, Blueblood suddenly whispered, "Twilight Sparkle..."

Fear overcame him, and Blueblood looked back towards the gates, only to see them pulled shut by the unicorn guardsmen's magic. Blueblood gulped and turned back towards the Unliving Queen. Blueblood sighed, then stood proudly as he addressed the undead nightmare seated before him. "Your unholy majesty, the gates of Canterlot have stood for eons beyond remembrance, and you shall not breech them now! Remove your foul abominations from our lands! We stand on the side of light! You shall not be allowed to reach Canterlot Castle! And that which you seek, will not be yours."

The Queen smirked, then bellowed, "Enough!" Blueblood quivered in fear, his armor rattling. The Queen smiled at him, then said, "I shall take your position into consideration."

Blueblood looked around nervously as the Queen sat back and struck a pose as if she was deep in thought. The Queen leaned forwards, her horn's magic glowing. Howling winds tore through the area, ripping at Blueblood's cloak as he struggled to stay on his feet. The Queen's horn ceased to glow and she held out her fore legs, her hooves burning with unholy blue flames.

A pair of fiery serpents sprung forth from the Queen's hooves and began to rapidly circle Blueblood. He vanished in a burst of purple magic as the flames closed in and erupted into a great fireball. The Unliving Queen began to laugh, "Well, it seems your terms... are not acceptable."

The Queen used her magic to pull an ancient war horn to her mouth and blew into it, it's mournful wail echoing amongst the mountainous passes surrounding Canterlot. As the sound of the horn faded, her undead army began to assault Canterlot, surging towards the gates. The Queen continued laughing as she watched her army flail against Shining Armor's forcefield.

---

Inside Canterlot Castle, Blueblood moaned and cried, "Oh, the horror!" as Rarity frantically checked him for injury. Content that the on again, off again stallion of her dreams was intact, Rarity turned to Twilight, "Gosh, Twilight, could you have waited a little longer to teleport him out of there?"

Twilight frowned, "Sorry. I was just so amazed at what she has become. I mean, she used to be just like me, now she's some crazy undead thing attacking Canterlot." Twilight's friends laughed.

A pegasus wearing a Wonderbolts flight suit approached, "Rainbow Dash, Fluttershy? Come with me, please."

Rainbow Dash recognized him, "Hey, Soarin'! What's up?"

Soarin' grinned, "We're gonna go cloud bustin'."

Soarin' led them into a chamber where a group of pegasi had been gathered. Spitfire, captain of the Wonderbolts, stood by a blackboard which had a drawing of the Unliving Queen's dark cloud.

Spitfire nodded at the newcomers, "Looks like we're all here. Alright, ponies. We've been tasked with knocking out the Queen's cloud base. Our weather factory scientists have analyzed it and they believe they have found a weak point."

Spitfire held up a vial containing an orange liquid, then pointed to the blackboard, "According to our scientists, if we can deliver a vial of this stuff at the proper velocity to this precise location, the entire cloud will destabilize and fall apart."

Spitfire picked up a piece of chalk with her mouth and began marking on her diagram. "However," she said, "the approach will not be easy. You are required to maneuver through this trench, zig-zag through these turns, and skim the surface to this point, while maintaining a speed of no less than ten wing power. The target area is only a foot wide. Expect heavy defense from undead pegasi and other risen horrors as well as flak from undead unicorns on the surface."

A pegasus raised her hoof, "This sounds impossible!"

Rainbow Dash giggled, "No different than flying through Ghastly Gorge."

Spitfire wrote a list of names on the board, then put down the chalk. She turned to the pegasi and said, "We will split up into groups of three to make our attempts. Everypony else will be covering the group in the trench while they make their run. Any questions? No? Good. Check the board for your flight assignment, then meet me out in the garden." The pegasi eagerly crowded around the blackboard as Spitfire left the room.

Fluttershy pointed her hoof, "Look, Rainbow Dash, we're with Soarin'!"

Rainbow Dash pouted, "I wanted to fly with Spitfire. Oh well, at least we get to be with Soarin'."

Before heading to the gardens, Rainbow Dash and Fluttershy went back to find their friends. Prince Blueblood was alone, smoothing out his cloak. "Um, excuse me, your highness," Fluttershy said, "Where did our friends go?"

"They left with my aunts to help defend Canterlot," Blueblood said.

"Oh, thank you," Fluttershy said and turned to leave.

Rainbow Dash frowned at Blueblood, "Shouldn't you be out there too?"

Blueblood looked at her as if she was insane, "Are you serious? Just look at me, I am a mess! I can not go out there looking like this."

Rainbow Dash rolled her eyes, "Oh, okay then... Let's go, Fluttershy!"

The two pegasi flew off towards the Canterlot Gardens as Blueblood continued to fuss over his cloak.

---

Celestia and Luna stood on the ramparts over the gates of Canterlot, directing their forces. The image of the Unliving Queen appeared before them. The image smirked at them, "Where is Star Swirl? Fallen. Broken. He knows the truth now. I will be victorious."

Celestia shot a burst of magic into the image and dispersed it, "Ignore her."

The undead army was taking heavy casualties as the Canterlot defenders rained down upon them with blasts of magic and projectiles, yet more and more kept coming, throwing themselves against Shining Armor's forcefield. The ground troops cheered as Spitfire and the pegasi soared past and headed into battle.

Twilight Sparkle looked up at the dark cloud, "How many undead are on that thing?"

"A good question," Celestia said. Celestia held a spyglass to her eye and scanned the surface of the cloud. She handed the spyglass to Luna and pointed. Luna looked and nodded. "Change of plans," Celestia said. "Twilight Sparkle, Rarity, come with me. Luna, keep up the defense."

Celestia concentrated and her horn began to glow. A golden aura momentarily surrounded Twilight and Rarity, and when it faded they had sprouted gossamer wings. Rarity began to fawn over her wings. Celestia took to the air and Twilight followed, then looked back and rolled her eyes, "Rarity!" Rarity blushed and took flight.

Celestia scanned the skies and found who she was looking for. Spitfire and the pegasi were in the middle of an intense battle as they fought against a never-ending wave of undead pegasi. Celestia and the winged unicorns fought their way towards Spitfire, cutting a swath through the undead with their magic.
Spitfire kicked an undead pegasus in the wing, sending it spiraling towards the ground. She glanced around for another target and saw Celestia, "Princess! Thanks for the help."

Celestia nodded, "Spitfire, hold off on your attack. We need to seal the spirit rifts the Queen is using to reinforce her army."

Spitfire ducked as an undead pegasus swooped down and kicked at her head. It went spinning off into the distance as Rarity grabbed it's wing with her magic and flung it away. Spitfire grinned, "Thanks, kid! Just give us a signal when you're ready for us, Princess. Good luck!" Spitfire saluted and dove to help a pegasus that was fleeing from a group of the undead.

Celestia flew towards the location she had spotted earlier. A large pentagram burned on the surface of the cloud. and in its center was a dark portal. A constant stream of undead emerged from the portal. Celestia's horn began to glow and a bright bubble of energy surrounded her and the two unicorns. She turned and winked at them, then they flew towards the portal.

Through the portal, they found themselves in the spirit realm, a dark place the Unliving King had conjured up centuries ago which housed scores of the undead. The dead hissed and fled as Celestia ran forwards, her energy bubble burnt them as they came in contact with it. In the middle of a large room they found a giant crystal which glowed red.

"I'll keep the undead busy," Celestia said, "You two find a way to destroy the crystal!"

The image of the Unliving Queen appeared, "Foals! If you destroy the crystal, my spirit rift will consume you!"

Celestia dispersed the image again, "Don't worry, girls. Just destroy the crystal."

Twilight fired a bolt of energy at the crystal and her shot ricocheted around the room. Rarity ducked, barely avoiding the blast. Rarity focused her magic and tried to pull the crystal apart. Twilight grabbed it with her own magic, but the crystal wouldn't budge.

"Let me try this again," Twilight said as she channeled a spell. An even stronger bolt of magic ricocheted off the crystal and bounced around the room, scorching Rarity's tail. Rarity cried out and looked at her tail, then glared at the crystal, "Oh, it is on." Rarity leapt into the air and delivered a powerful flying kick to the crystal, which exploded into pieces. The shower of crystal shards covered Rarity's hair and coat and she admired them in the glow of Celestia's spell.

The image of the Unliving Queen appeared again, "That is not the only spirit rift. The flow of my legions will not stop."

Celestia dispersed the image and laughed, "Well done, girls. Looks like we have another one to take care of, let's go. Oh, you look lovely, Rarity."

Rarity beamed, "Thank you, your highness!"

As they left the spirit rift, the Unliving Queen appeared again and laughed, "You will find no comfort here. I draw closer to victory, Celestia. You are too late, just as you always have been." An undead dragon rose from the cloud and roared.

Celestia grit her teeth, "I'll take care of this, you two go find the spirit rift!" Twilight used her magic to teleport herself and Rarity past the dragon, and looked back and saw Celestia chasing the dragon into the sky, blasting it with a beam of sunlight.

The two unicorns flew over the surface of the cloud, dodging energy bolts from undead unicorns on the surface. Rarity pointed, "There it is!" Another burning pentagram and portal awaited. Rarity and Twilight looked back for Celestia, but she was still engaging the dragon. They turned back to the portal and gasped as the image of the Unliving Queen sneered at them. "You think to destroy the rift crystal?" the Queen said, "My minions will tear you apart!"

The two unicorns flew through the portal and cast simple light spells, which barely pierced the gloom of the spirit realm. They could hear things shuffling towards them in the darkness, they stood back to back, warily scanning the shadows. Rarity shrieked and kicked out as an undead pony lunged towards her. Twilight cast her teleportation spell as the swarm of undead converged on their position, ending up in a heap as their prey disappeared in a flash.

The unicorns found themselves in darkness again. Twilight asked, "How are we supposed to find this thing? We can barely see anything!"

An idea came to Rarity, and she cast her gem finding spell, "This way, Twilight!" The two ponies galloped into the darkness as the dead shambled after them and reached out of the shadows. The unicorns glanced at each other and grinned as another glowing red crystal came into sight. Rarity delivered a powerful kick, and was showered in crystal shards again.

"That was easy," Twilight said as she smiled at Rarity, then frowned as she saw the look of fear on Rarity's face. "What's wrong, Rarity?" Twilight asked.

"Look behind you, Twilight," Rarity whispered.

Twilight turned and saw the image of the Unliving Queen, the magical glow from the projection revealed a horde of undead that had surrounded the unicorns. The Queen smirked, "Heh. The spirit rifts are closed, but it is of no matter. Soon there will be nothing left of Canterlot. All of Equestria will be mine."

Twilight stared defiantly at her corrupted self, "No. It won't." The Queen smiled and waved her hoof, the undead horde began to advance on the unicorns. Twilight shut her eyes and focused her mind on the entrance to the spirit realm as she cast her teleportation spell. As the two unicorns escaped through the portal. it closed behind them. The unicorns smiled at each other and gave a high-hoof. The two unicorns took flight in search of Princess Celestia.

The undead dragon was more of an annoyance than a threat for Celestia. She had been channeling her powerful sunlight spell onto it for several minutes, all it could do was flee as its undead flesh sizzled. As Twilight and Rarity arrived, the dragon's luck finally ran out as the two unicorns held it still with their magic. With one final roar, the dragon gave up the ghost for the second time. As the dragon's body plummeted towards Canterlot, the image of the Unliving Queen appeared. "Every moment I delay you, I draw closer to my ultimate victory, " the Queen said. "Look beneath you and see the ruin of Canterlot."

The body of the dragon crashed into Shining Armor's forcefield. In a brilliant flash of light, a large gash was ripped through the protective barrier. As undead immediately began to swarm towards the hole, an Earth pony officer pointed and yelled, "Forcefield breeched!"

Luna stomped her hoof, "Intensify forward firepower, let nothing come through!" The Canterlot defenders turned their attacks towards the breech and let loose a murderous barrage of magic and projectiles, devastating the undead. Even with their reinforcements cut off, the numbers of the undead were massive, and more filled the vacant ranks of their fallen allies.

"We need to go help Luna defend the gates," Celestia said, "I'll signal Spitfire to begin their attack on the cloud!" Celestia looked around and saw the pegasi air battle, and fired three magical bolts towards the area, then flew towards the Canterlot gates to assist her sister.

---

Spitfire grinned as she saw Celestia's signal, "They're all clear! Let's blow this thing! Fleetfoot, Rapid Fire, on me!" The two Wonderbolts broke off and regrouped with Spitfire. Spitfire checked to make sure her vial was intact, "Soarin', we're starting for the target now, cover us! Accelerate to attack speed. This is it, ponies! "

Soarin' nodded, "I copy, captain! Rainbow Dash, Fluttershy, we're going to cut across the axis and try and draw their fire!"

The six pegasi peeled off and flew towards the dark cloud. As Spitfire lead her group into the trench, Soarin', Rainbow, and Fluttershy began to sweep over the surface, drawing the fire of the undead unicorns. Magical beams criss-crossed in the sky as the undead tried to blast the agile pegasi.

More undead arrived and the air became a hornet's nest with magical attacks flying every which way. Fluttershy screamed, "Heavy fire, Soarin'! Twenty degrees!"

Soarin' juked as a ball of lightning crackled in the air past him, "I see it! Stay low!"

Several of the undead had clustered into a makeshift artillery battery, and Rainbow Dash couldn't resist. "I'm going in!" she said, as she dove towards the undead unicorns. Rainbow scooped up a ball of the dark cloud as she zoomed towards the undead, skillfully dodging their defensive fire. At the last second, she let the ball of cloud loose and it smashed into the undead, scattering them into the air.

Rainbow cheered, "Ooyah! That got 'em!" and regrouped with her wingponies.

Fluttershy smiled at her, "Are you alright?"

Rainbow looked back, saw some of her feathers were slightly charred, "I got a little cooked, but I'm okay!"

Soarin' smiled back at her, then rolled to the left, dodging a blast of icicles, "Watch yourself! Heavy fire coming from the right side of the trench!"

Fluttershy glared down at the undead, "I'm on it!" In a twisting dive, Fluttershy flew towards the cloud and grabbed at the surface with her mouth. Rainbow Dash and Soarin' drew the fire of the undead as Fluttershy circled them with her makeshift rope. Fluttershy thought to herself, "One more pass..." as she weaved through the undead once more, she could feel the cloud straining against her bite. Fluttershy let go and exclaimed, "Yay!" as the cloud constricted around the undead and bundled them together, contracting back and slamming the undead against the cloud.

Rainbow Dash gave her a high-hoof as she returned, "Wow, nice job, Fluttershy!"

Soarin' laughed, "I guess the stories are true. Fluttershy can really fly." Fluttershy blushed

The Unliving Queen's image interrupted their celebration, "Foals. I think it's time for you to meet my new pets. I've been racking my brain trying to think of names for them. I was going to call them 'Straw-for-brains' in honor of you, but that seems immature. Maybe 'Pegasibane'? No, that's even worse. Tell you what, I'll give it some more thought, but in the meantime, enjoy!" The Queen smirked at them and the image vanished.

Soarin' frowned, "What the hay was that all about?"

The three pegasi warily scanned the sky, Rainbow Dash pointed towards two dark shapes coming at them fast, "Enemies incoming!" The Queen had unleashed the undead griffons that pulled her chariot, and they moved with unholy speed towards the pegasi, licking their beaks in anticipation.

A griffon swooped in and began chasing Fluttershy, Soarin' looked back, "Fluttershy! You've picked one up, watch it!" Fluttershy dove towards the cloud and looped back out into the sky, the griffon in hot pursuit. The undead griffon clawed at her legs, but missed. Fluttershy swung around and passed by Soarin', "He's on me tight! I can't shake him! I can't shake him!"

Fluttershy rolled into an Immelmann turn and dove towards the cloud again, but was unable to lose the griffon, who stuck close to her tail. Rainbow Dash saw her friend struggling and raced into action, "Hang on, Fluttershy! I'm coming in!"

Fluttershy and the griffon darted across the surface of the cloud, followed by a fast-gaining Rainbow Dash. Fluttershy pulled up and flew away from the cloud as Rainbow Dash chased the griffon. Suddenly. the griffon dove into the cloud itself and disappeared. Rainbow Dash snorted and glared at the surface of the cloud, looking for any sign of her foe. Fluttershy circled back, "Watch your back, Dash! Watch your back! Griffon above you, coming in!"

The second griffon had broken off from Soarin' and charged towards Rainbow Dash. Rainbow soared away from the cloud's surface as she spotted the new threat. The first griffon came roaring out of the cloud and joined the chase as Rainbow and Fluttershy high-tailed it back towards Soarin'.

The Wonderbolts in the trench were nearing the target. The griffons noticed them, and peeled off to deal with them. Spitfire glanced back at her wingponies, "This is it! Get your vials ready! Target's coming up!" Spitfire saw the griffons moving at them with incredible speed, she thought to herself, "Just hold them off a few seconds longer..."

The griffons closed in, Soarin', Fluttershy, and Rainbow Dash struggling to catch up to them. Spitfire was focused on the target, "Almost there..."

A griffon swiped at Fleetfoot's tail, she panicked, "I can't hold them!" The griffon grabbed at her tail again and got a firm hold, then dragged her back towards it. Fleetfoot screamed in anguish as the griffon smashed her in the head with its powerful fist. The griffon dropped the unconscious pegasus and smiled viciously as she spiraled towards the ground.

Rapid Fire juked to the side, tears welling as he watched Fleetfoot falling. Spitfire concentrated on the cloud, "Stay on target!"

The other griffon smashed into Rapid Fire, sending him hurtling against the wall of the trench. Spitfire glanced back and gasped as the griffons bore down on her. She let the vial loose and pulled up, "It's away!" Spitfire looped back and joined Soarin' and the others. She frowned as the cloud remained intact. "They came from behind! Lost Fleetfoot, lost Rapid Fire.... Damn. It didn't go in. It just impacted on the surface!"

The griffons dove into the cloud and vanished. Spitfire put her hoof on Soarin', "Get set to make your attack run." Spitfire dove back towards the cloud to save her fallen wingponies.

Soarin' watched Spitfire fly towards the trench, then turned to Fluttershy and Rainbow, "Keep tight, we're going in full throttle."

Fluttershy looked concerned, "At that speed, will we be able to pull out in time?"

Rainbow Dash put her hoof around Fluttershy, "It'll be just like Ghastly Gorge back home!"

Soarin' scanned the skies, looking for any free pegasi to help them against the griffons. He sighed and flew towards a mare that was rapidly flying in loops. "I can't believe I'm saying this, but Derpy Hooves, we need your help."

Derpy beamed at them, "Right-o, Soarin'! Hey, Rainbow Dash!"

Rainbow rolled her eyes, "Just don't get us all killed, Derpy."

Luckily, the air battle had been dying down and more, non-Derpy Hooves pegasi flew over to assist. Soarin' explained the situation, "Spitfire's team failed, we're going in next. There's still some scattered resistance along the trenches but we wiped out most of it. The biggest threat are two undead griffons. They move with unholy speed and can stick on you like mud on a mule. Be careful."

The pegasi nodded and flew off, patrolling over the trench as the three began to make their run. There was very little resistance until they neared the final stretch of cloud. The griffons burst from the walls of the trench and began to close in. One snapped at Fluttershy and ripped out of a beakful of feathers.

With her feathers gone, Fluttershy couldn't keep up. Fluttershy cried, "Oh, dear! I'm hit! I can't stay with you!"

Soarin' looked back, "Get clear, Fluttershy! You can't do anymore good back there!"

Fluttershy peeled off and headed towards Canterlot, "Sorry!"

The griffons watched Fluttershy depart and heard their master's voice, "Let her go, stay on the leader."

The two pegasi forced their bodies to accelerate even faster as the griffons closed in. Soarin' looked above them, "Where the hay is our cover?!" The other pegasi had been trying to help, of course, but few were as fast as Soarin' and Rainbow Dash, and Spitfire's group had included some of the swiftest flyers in Equestria, which were now licking their wounds and limping back towards Canterlot on a wing and a prayer.

Rainbow Dash kicked at the griffon's taloned hand, "Soarin', they're coming in much faster this time! We can't hold them!"

Soarin' looked back and snorted, "Rainbow Dash, take the shot! I'll bug out and see if I can get these damned things to follow me!" Soarin' rolled to the side and slowed down, coming up underneath the griffon and kicked it with all his might. Soarin' and the griffon went tumbling out of the trench.

The target was rapidly approaching, Rainbow tried to ignore the griffon threat and focused on the target. She could feel its icy breath on her tail, it was close now, preparing to bite. Suddenly the griffon let out an awful screech and Rainbow smiled as she looked over her shoulder. There was Applejack and Pinkie Pie grinning from ear to ear, flying in Pinkie's gyrocopter with a lasso around the undead griffon.

Applejack hollered, "Yeeehaaa!

"You're all clear, Dashie," Pinkie said. "Now let's blow this thing!"

Rainbow smiled and looked back towards the target, "Three.. Two.... One... Now!" Rainbow tossed the vial and pulled up out the trench as the cloud started to rapidly deteriorate. For good measure, Rainbow Dash soared high above the cloud and dove, achieving the speed necessary for the sonic rainboom. The dark cloud disintegrated in a massive rainbow explosion as Rainbow Dash drew a lightning bolt in the sky with some nearby clouds. Rainbow Dash, Applejack, Pinkie Pie, and the pegasi flew triumphantly back towards Canterlot. The ground forces cheered and charged at the remaining undead, which were dazed from the explosion.

The Unliving Queen's throne of bone had shattered in Rainbow Dash's explosion, slicing her face with shrapnel. Being undead, the wounds wouldn't be fatal, but she was a queen afterall and liked to keep her appearance as pleasing to the eye as she could. She sighed and used her necromantic powers to mend her wounds. She felt the cloud quaking underfoot and quickly assumed her empowered form, taking flight as the dark cloud disintegrated underneath her. The Queen scowled, "Clever."

The battle, if it could even be called that, had been going just as she had planned. Still, she had a very bad feeling that something was wrong. The voice of Twilight had been incessantly annoying her for the duration, 'oohing' and 'ahhing' over the deeds the other Twilight and her friends had accomplished in the fight.

The Queen looked down and saw that her army was almost completely vanquished, having suffered heavy casualties assaulting the gates. The destruction of the cloud had sealed the fates of her reserves as well. The Queen sighed, "I suppose this is as good a time as any." She smoothed out her robes and mane, checked on her equipment, then flew towards the forcefield.

Celestia pointed, "She's coming. Where is Star Swirl the Bearded?" Nopony had seen him.

Twilight frowned, "Didn't the Queen say Star Swirl was 'fallen' and 'broken?'"

Twilight jumped as somepony touched her tail, "Fallen and broken, am I?" Star Swirl asked.

Twilight hugged the old wizard, "You had me worried for a moment there. Where have you been?"

Star Swirl winked, "One of the Celestias had quite a bit of emotions to work out before I could get her to come with me. She wasn't quite prepared to see her sister again so soon."

Celestia smiled at her sister, "Yes, I remember. Where are our past selves?"

Star Swirl grinned, "Oh, they're around, waiting for the moment to strike. Excellent work here, by the way. I think the giant lightning bolt in the sky is perhaps a bit over the top, but a smashing job nonetheless."

Rainbow Dash blushed, Twilight giggled, "That's Rainbow Dash for you."

Star Swirl clapped his hooves together, "Well it appears our guest of honor shall be arriving shortly. Are all of the Elements here? Pinkie, Applejack, Rainbow Dash, Twilight, Rarity... oh, dear, where is Miss Fluttershy?"

Rainbow Dash looked concerned, "Oh! She got bit! Has anypony seen her?"

Spitfire and the Wonderbolts hovered overhead, Fleetfoot was holding an icepack to her head. Spitfire smiled at Rainbow, "She's out in the gardens, they set up a field hospital there. Nice flying, kid. That shot was one in a million."

Rainbow Dash smiled, "Thank you!"

Soarin' gave her a salute, "Wanna help us clean up these ghouls?"

Rainbow shook her head, "Sorry, I need to check on our friend!"

Soarin' nodded, "Copy that, see ya around, Rainbow Dash." The Wonderbolts saluted Celestia and zoomed off to take care of the straggling undead as Rainbow headed for the gardens.

Fluttershy was dry heaving into a bucket, a bandage on her wing. Rainbow landed next to her friend, "Fluttershy, are you alright?"

Fluttershy jumped over and tackled Rainbow in a bear hug, "Oh, Rainbow, I heard you were awesome out there! Sorry I couldn't be with you."

Rainbow grinned, "It was pretty cool. I'm just sorry you got hurt, you were pretty awesome yourself. I can't believe you were keeping pace with me and a Wonderbolt, plus you roped up those undead like they were runaway fillies."

Fluttershy reached for her bucket, "I can't believe it either. What was I thinking?"

Rainbow giggled, "You probably weren't, you were just doing your duty, helping save Canterlot and Equestria. Speaking of which, we need you out at the gates, the Queen is headed this way."

Fluttershy's eyes went wide, "Oh, my..."

Rainbow winked, "Don't worry, Fluttershy, Star Swirl just came back, we've got a couple surprises for that mean old unicorn." Rainbow put her leg around her friend, "I won't let her do anything to you, or anypony for that matter."

Rainbow helped the injured Fluttershy back out to the gates. The Unliving Queen was hovering outside the forcefield, legs crossed before her. The Queen saw the two pegasi enter and smirked. She flew forwards and passed straight through the forcefield, basking in the gasps of the ponies before her.

The Queen's horn began to glow as she began casting spells. She thrust out her hoof and a wall of fire sprung up between her and the ponies. She reached her hoof towards Celestia and lifted her with her grip and dragged her towards herself. The Queen laughed, "Take one last look at your beautiful Equestria, Celestia. For soon, nothing shall remain of it but my laughter."

Luna snorted, "Now, girls!" Twilight and her friends harnessed their Elements of Harmony and a great rainbow arced onto the Queen. The Queen snarled and released Celestia, who was caught by the Wonderbolts and carried back onto the ramparts.

The Elements' rainbow died down and the Queen spit, "Ugh. this is so frustrating. You see, this is what I don't get about you heroes. You know the bad mare is going to win, and you just refuse to die quickly. Example: When I was conquering Ponyville, this one pony, Mrs. Cake, if memory serves. Town's burning, ponies dying left and right," the Queen started to giggle, "Et cetera, et cetera. This foal rushes me with a spoon." The Queen laughed. "A spoon! And I'm dying laughing, right? So I grab it from her and begin beating her in the face with it and her eyes are swollen shut, and her kids are all 'Waaaahh!' and she can't see where she's going and she's bumping into things and..." The Queen sighed and looked at the outraged expressions on her audience, "Oh, I don't know, maybe you had to be there. Anyway, the moral of the story is: you're all imbeciles."

Pinkie Pie glared at the Queen and their Elements fired again, bathing her in another rainbow. The Queen laughed, "What's that old saying, insanity is doing the same thing over and over and expecting different results?"

Luna and Celestia appeared, the two youths who conquered Discord back in the day. Their Elements of Harmony launched another rainbow onto the Queen. The Queen gasped as the powerful magic washed over her and curled into a fetal position. Suddenly she could hear the voice of the Unliving King, screaming in her mind, "Get out of there! Flee, you foal!"

The Queen's body felt like it had been splashed with acid. "What.. what is going on?"

The Unliving King's voice bellowed, "You have been tricked! Get out of there!"

The third bearer of the Elements appeared in a burst of sunlight, Princess Celestia, from when she was forced to use the Elements against her own sister. imprisoning her in the moon for 1,000 years. As the third rainbow arced towards the Queen, she suddenly vanished.

Fluttershy smiled, "Did we get her?"

Celestia shook her head, "No, she fled. I know where though. Star Swirl, quickly, we need to get to Westmarech Castle."

Star Swirl nodded, his horn began to glow, "Everypony, hold hooves!" Star Swirl's magic enveloped the ponies and they found themselves in the courtyard of Westmarech Castle. Celestia tore open the gates with her magic and the pony posse charged into the castle.

The Unliving Queen moaned and fell onto the floor, scattering centuries of dust into the air. The ghost of the Unliving King stood over her, scowling. "I told you to let me take over. Celestia is not just some foal for you to toy with. You should have killed her when you had the chance."

The Queen tore off her robes and rubbed at her flesh, trying to make the burning sensation stop. "I.. I don't understand.. .What has happened?"

The King snorted, "You were an arrogant foal. That is what happened. When you were having your fun, toying with Celestia, did you not notice the sudden change in your disposition? You, the almighty undead queen of Equestria were crying over your precious 'friends', even though they had all been dead for years, killed by your own hoof!"

The Queen grimaced, "Yes, I remember. I was teasing Celestia and I touched her. Twilight's voice grew stronger after that. I.. can't remember much else. Something about a giant cloud and trying to invade Canterlot..."

The King laughed, "You foal. Celestia tricked you, and I can see why it was so easy. You sacrificed some of my finest legions just to endanger yourself and everything we have achieved. All because some namby-pamby pony wrote so-called prophecies on a scrap of paper and in your befuddled wisdom you believed it. Now, by all that is unholy, surrender your mind to me so I can get us out of this mess!"

The King cried out in pain as his ghost was thrown across the room. The ghost of Twilight snorted and looked enraged. "That is enough out of you. Now get back in there where you belong." Twiilight's ghost's horn lit up and the King disappeared. Twilight's ghost stood in front of the Queen. "Don't listen to anything he said. Celestia didn't do this. You did. Deep down, we both know you are a good pony, because you're me. I've been with you this whole time, even if you couldn't, or wouldn't hear me out. I know that deep down, you despise what you've become. You know this isn't right. Ponies are supposed to live free, happy lives, with friends and family, not become some unholy abomination."

The Queen glowered at the ghost, "Begone, Twilight Sparkle. I am not you."

Twilight's ghost laughed, "Yes, you are. You know it and I know it. Do you remember what it was like so many years ago, before Shining Armor's wedding and the disasters that came after? You had your whole life ahead of you, you had awesome friends, a super cool family."

The Queen laughed, "I have my own kingdom. I have powers that my younger self could only dream of having, and never would have been able to obtain since Celestia would forbid it. I have no need for friends. That was your crutch, Twilight. Not mine."

Twilight's ghost shook her head, "Do you remember when you first met Rainbow Dash, and she soaked us in a mud puddle? Oh! Or when you gorged yourself on baked goods when you first met Applejack? Mmm, it's been so long since you've had some of AJ's apple pies, hasn't it?"

The Queen sniffed and closed her eyes, then glared at the ghost, "The King was right. I am being tricked. But it is not by Celestia, it is by you!" The Queen pointed her hoof towards the ghost and it vanished in a burst of blue flames. The Queen staggered to her feet, "I know you can hear me, Twilight. You died a long, long, time ago. Your life is gone, there is nothing left for you. There is nothing left of you, except this husk of a body I am forced to wear. Now leave me be, or I shall find a way to permanently remove you from my mind!"

The ghost of the Unliving King reappeared and put its hoof on the Queen's shoulder. "Good, good. You have beaten Celestia's magic. Now quickly, we must prepare, I can sense them. They are here already, searching. To my daughter's laboratory, there should be some elixirs to help you regain your strength."

The Queen limped her way towards a moldy portrait of the King and twisted an ornament on the frame. A secret passage opened up and the Queen slowly made her way towards the lab. She caught glimpses of the ponies through hidden view slits. The King's voice said, "You must try to slow them down, if they catch you now, you will be defeated for sure." The Queen nodded and began channeling her magic.

The ghost of Twilight Sparkle appeared in front of the pony posse. They slowed and warily looked at the image, which smiled at them, then looked into Star Swirl's eyes. "How does it feel? Knowing you helped me become the Unliving Queen? For all your mighty deeds, all you really accomplished was unleashing me upon the world. Some savior you are, Star Swirl."

Star Swirl glanced nervously at Celestia, who stabbed her horn into the ghost, which vanished in a flash of light. "The Queen is up to her old tricks again."

The ghost of Baroness von Richthooven appeared as the party continued, "The royal pony sisters are no better than the Unliving Queen herself. We are just pawns in their cruel games, and now you help the worst of them all?"

Celestia vanquished the ghost again, Twilight asked, "Who was that?"

Star Swirl sighed, "Oh, just another haunt from the alternate timeline. The Queen is getting worried."

The ponies arrived in the throne room, a ghostly pink unicorn in a tattered dress sat upon the throne. The Unliving Queen's voice echoed around the room, "Look Star Swirl, your old companion."

"You abandoned me to that dank castle, Star Swirl," Silver Shock's ghost said. "Why did you forsake me when you knew the wanderer still walked among us? You think yourself a hero, but your actions are driven by petty greed, contempt, and bloodlust. You couldn't even save me."

Twilight frowned, "Who is this, Star Swirl?"

Star Swirl looked grim, "That would be Silver Shock. I would have thought she perished alongside my past self, I suppose I was wrong."

Silver Shock's ghost rose and thrust her hoof towards Star Swirl, "The cold hoof of death reaches out for you, Star Swirl."

A blast of sunlight struck the ghost as Celestia channeled a spell. Silver Shock laughed as her ghost evaporated, "You've failed again, Star Swirl. The Unliving Queen cannot be stopped. The chill of death will sap the life from your bones."

Celestia raised her eyebrow and looked at Star Swirl, "Goodness gracious me, the Queen seems to be rather upset at you."

Star Swirl sighed, "Yes. Well, I suppose I am helping to kill her, from a certain point of view. Now-"

Slow clapping interrupted the old unicorn. The Unliving Queen, re-energized by the necromantic elixirs she had quaffed, stood in the entryway of a secret passage. "A pity. I was hoping to see you break down in tears, Star Swirl. No remorse for your victims?"

The Queen pulled the Sword of Heaven from its scabbard and smirked at Star Swirl's rage upon seeing her wielding the weapon, "Oh, it may please you to know that the other Star Swirl died screaming like a school filly as I sliced his heart from his chest with your own blade."

Star Swirl snorted, "You monster, you shall perish on this day!"

The Queen laughed, "Perhaps... but I shall take some of you ponies with me!" The Queen lunged with the sword, stabbing at Pinkie Pie's throat. With a cackle she pointed her hooves towards the young Celestia and Luna and began crushing their throats. The Queen's horn glowed brightly and a swarm of fiery bats appeared and began to attack the ponies as undead began to smash through the walls of the throne room.

Pinkie easily dodged the attack with her Pinkie Sense and countered, sending the sword spiraling out of the Queen's magical grip. Twilight's forcefield bubble surrounded the young princesses and freed them from the Queen's attack as Applejack threw a rope around the Queen's leg and tugged, knocking her off balance.

The Queen laughed, "Foals!" She let the transformation overtake her and the lasso burned to ash as her hooves and hair ignited with unholy fire. The Queen pointed her horn towards the floor and ghouls began to pour out of a fissure. "All that you have known, all that you have ever loved, shall die along with you!"

Twilight tapped her Element of Magic with her hoof, "Why aren't the Elements working!"

"I don't know! Keep trying, we'll hold her off," Celestia said.

Celestia turned to her sister, "Luna, take the Queen! I'll handle the undead! The rest of you, prepare your Elements!"

Luna grinned as her big sister began smiting the undead with her powerful sun spells. Luna clapped her hooves together as her horn began to glow. "You like to play games, Queenie? I had a thousand years to come up with some fun ones. I like fun." Luna's appearance began to shift into her evil self, Nightmare Moon. The other Celestia gasped.

The Queen sneered at Luna, "Nightmare Moon? You're dead!"

Luna laughed, "So are you!" Luna raised her hooves over her head and a great storm cloud appeared, raining lightning at the Queen. Luna's horn continued to glow and golems emerged out of the stones of the castle walls.

The golems moved menacingly towards the Queen as she dodged the lightning. "Oh no! What ever shall I do!" the Queen said in a mocking tone. She teleported behind Luna and kicked her in the head, knocking her hard to the floor. The Queen kicked her again and Luna began to slip into unconsciousness, and as she went, so too did her spells.

The Queen laughed, "See how your precious heroes wilt before my power? Give up now, and I will allow you a quick death."

Star Swirl grabbed the Sword of Heaven with his magic and thrust it into the gloating Queen's back, "Quicker than this, you fiend?"

The Queen snorted and turned, throwing Star Swirl back with a wave of force. "You old foal! I shall enjoy killing you. Again."

The Queen sneered and turned back towards the ponies. She savored the looks of terror on their faces. She began to channel a spell then paused. She blinked, staring at the face of Rainbow Dash. The Queen gasped and fell to her knee. She whispered, "No..."

Her mind flooded with memories of her last great adventure with her friends. Of Star Swirl's tower, the giant yak warlock, and most importantly, of her and Rainbow Dash locked in a bedroom as they poured their hearts out to each other.

The Queen snarled and slammed her hooves on the floor, "No!" The voice of Twilight in her mind joyfully said, "Yes."

Celestia was at Luna's side and glanced up at the Queen, "Now, girls!"

Three rainbows arced onto the Queen. She began to laugh maniacally as the power of friendship coursed over her body, but soon her laughter became sobbing.

Celestia held up her hoof, "Stop, please." The rainbows dissipated. Celestia slowly walked over to the Queen and put her hoof on her shoulder.

The Queen looked up, eyes full of tears. "Princess Celestia, it's me, Twilight..."

Celestia smiled, "I know, dear. I warned her that the power of friendship is absolute."

The Queen sobbed, "What have I done? How could I do these things to the ponies I love?"

Celestia stroked the Queen's mane, "You didn't. She did. Whoever she was. That wasn't you, Twilight. If it was, you wouldn't be here right now. You would have been obliterated by the Elements like she was. I told her there was still goodness in her. She may have claimed your body, but you were always Twilight Sparkle, somewhere in there."

The Queen tilted her head, "I hear the voices. I've ordered them to sleep in their graves. They.. they don't like me, but I am in control, for now..."

The Queen turned to the somber ponies that were staring down at her, "Forgive me, please forgive me!"

Rarity smiled, "Twilight, we know it wasn't you doing all those things. Did you see the clothing you were wearing? Absolutely dreadful."

Pinkie Pie snorted, "If I thought for one minute it was you that did that to Mrs. Cake... You don't even want to know the suffering you would endure!" Pinkie Pie curled back her lips and exposed her teeth, then smiled merrily, "But I'm glad you're you again."

Fluttershy nodded, "I'm so very happy that big mean queen is gone. I'm sorry you had to live through the horrible things she did, Twilight."

Rainbow Dash grinned, "She was one evil mare, but she was pretty cool! Did you see those bats she summoned! Those were so awesome! And-" Applejack coughed, Rainbow looked sheepishly at the ground, "And what I meant to say was, I'm glad she's gone and you're back, Twilight."

Applejack took off her hat and pulled an apple out of it and handed it to the Queen. "Here you go, Twilight. I bet you've been a'waitin' a long time to sink your teeth into one of Sweet Apple Acres' finest."
The Queen devoured the apple, savoring its juices, the taste on her tongue. She closed her eyes and licked her lips, then said contentedly, "Oh, yes..."

Twilight pulled out the magical camera Future Twilight had packed in the saddlebags, "You gave me this in your saddlebags, with a note saying not to use it and to give it back to you once you were normal. I guess this counts?"

The Queen grabbed the device with her magic and activated it, images formed of the pictures she had taken. Tears began to fall as she gazed at a picture of herself and her friends in front of the giant yak. Suddenly she groaned and slumped forwards. She sat back up and stared at her hooves, which had begun to smolder with unholy fire.

The Queen looked up at Celestia, "You have to bind me. I don't know if I will be able to control these powers." The Queen glanced up at her head, "Where's my crown?"

Pinkie Pie bounced across the room and picked it up, "Here it is, Twilight!"

The Queen smiled, "Good, now get the Nether Crystal." Pinkie Pie pried the crystal out of its socket.

Celestia turned to Pinkie, "Now, Pinkie Pie, we need to insert the crystal into the Queen's-"

"Oh, okay!" Pinkie Pie leaped over to the Queen and stabbed her with the crystal. The ponies grimaced and looked away.

Twilight yelled, "Pinkie!"

Pinkie looked at her with confusion, "What?"

Celestia sighed, "We need to insert it in the Queen's forehead, Pinkie..."

Pinkie rolled her eyes, "Ohh.... Why didn't you say so?" Pinkie pulled the crystal out of the Queen's body and prepared to stab her again.

The Queen sat up and yelled, "Wait! Rainbow Dash, come here."

Rainbow walked over, "What's up, Twilight?"

The Queen motioned her nearer, "Come closer, Rainbow."

Rainbow leaned in, the Queen whispered something in her ear. Rainbow smiled, "I know."

The Queen laughed, "Good. Okay, Pinkie. I'm ready."

As the crystal entered her body, the Queen looked up into the faces of all her friends and slowly shut her eyes, smiling as the Nether Crystal's magic took effect.

Comments

[Legiondude]

By the way, you've got a broken italicized tag at this sentence, sets off the rest of the text

Her only desire was to protect the other Twilight Sparkle, but she was]/I] an unholy abomination, and evil.

[Legiondude]

:|

[Mixer]

Oh my sweet Celestia. I LOVE THIS!
so many references