Hi everypony and welcome back! Merry Christmas!

I'm very sorry for such a long delay, I've been struggling with a lot of things lately. Endless waves of doubt and uncertainty. Some about myself, some about the show itself and other stuff.

Thanks for all your support for the last few years, I'm starting to feel a bit better now. I'm still struggling with a few things, but I'm learning to deal with it.

Anyway, on with the chapter and I hope you enjoy the final showdown with Zelga.

Chapter 68: The Bitch is Back – Part 3

After dealing with Blaze and leaving him in the Apple's barn, I flew as fast as I could back to town hoping I'd get there in time before Twilight or any of the others get hurt. Upon entering the town, I started flying around everywhere, going down every ally and over every hut.

After a few minutes, I couldn't find any of them and I started panting in panic. "Where are they?" I asked myself as I tried to find them from high up in the sky.

Suddenly, I heard a small explosion from behind, I spun around and saw a small cloud of smoke coming from the near outskirts of town, I also saw a few beams of magic shoot up from that area. Knowing where they were, I flew towards that spot as fast as possible.

Meanwhile: Near the outskirts of town

Twilight and Applejack dived down to the ground as a powerful beam of dark-purple magic shot over their heads. Applejack then turned to face Twilight with a concerned look. "Twilight, ya need to get outta here, ya can't afford to get hurt." Applejack said as she got up and helped Twilight to her hooves.

Twilight then gave Applejack a firm look. "I'm not leaving you to fight Zelga alone, you need me." she said strongly.

"If you get hurt, you'll risk ya foal getting hurt, we'd never forgive ourselves if that happens." Applejack said in an even stronger tone.

"I'm not leaving! I can handle myself, I can keep to the distance and get her from afar while you all fight her straight on." Twilight said, trying to suggest an idea.

"That's not good enough, sugarcube. Zelga knows you're pregnant with Matt's foal, She'll do anything to get revenge for what he did to Thorn, even if it means…doing the unspeakable. Ya need to get outta here where she can't find ya." Applejack said pointed her hoof to tell Twilight to go.

Twilight thought about it for a moment and actually considered it, but suddenly, another beam of magic shot right into the side of Applejack's face, knocking her down. Twilight looked in the direction it came from and saw Zelga approaching them. "You weren't gonna leave without telling me, were you?" Zelga said as her horn glowed brightly.

Twilight gasped and backed away with a slightly frightened look on her face. Once Zelga shot another beam at her, Twilight used her magic to put up a shield in front of her, protecting her from the beam. Zelga huffed before she shot another beam at her, but this one was a long streamed one, so it wasn't gonna stop.

Twilight used all her strength to keep the shield up, but Zelga's beam was powerful, she didn't know how long it would last. Zelga started approaching Twilight, making her beam even stronger against Twilight's shield. The shield started to crack under the presser and would soon break.

But before that could happen, Rainbow Dash leaped towards Zelga and grabbed her by her neck. "Leave Twilight alone!" she said before she bit down hard on one of Zelga's ears.

Zelga screamed in pain as she shot her head up, stopping the beam from firing from her horn. This gave Twilight the opportunity to get away, the shield disappeared and she started galloping away.

Meanwhile, Fluttershy hovered over to Applejack and helped her up. "Are you ok?" Fluttershy ask in concern.

Applejack rubbed her cheek with her hoof and looked up at Fluttershy. "Yeah, I'm fine, she got me by surprise." She said before she changed the subject. "Where's Twilight?" she asked.

Fluttershy lowered down to her level and landed in front of her. "She's over there, it looks like she's trying to get away." She said as she pointed her hoof at Twilight's direction, Applejack turned around and saw Twilight running back towards the town. "I think something's wrong, Twilight doesn't usually run from a fight." Fluttershy added.

"She's not running because she's scared." Applejack said before she turned her head back round to face Fluttershy. "She's trying to protect her baby, we have to keep Zelga away from her until Matt gets here." Applejack said firmly.

Fluttershy nodded. "Well maybe that won't be so hard, it looks like she didn't even notice Twilight left." She said as she and Applejack looked over to Zelga.

Rainbow Dash was still holding onto her neck with her teeth dug into Zelga's ear, Zelga was bouncing and bucking like a bull trying to throw her off. "Get off of me, you PEST!" Zelga yelled as she threw her head forward and sent Rainbow Dash flying off of her.

Rainbow Dash crashed into a pile of barrels and most of them smashed on impact, releasing a load of pickles and green water. Rainbow Dash picked herself up and saw that she was covered them both. "Eww." She said under her breath before she shook them off.

Once she did that, she was surprised to see Zelga standing right in front of her, growing in anger with her horn glowing brightly. Rainbow Dash smiled nervously before she was suddenly picked up by Zelga's magic. "You have a flight yo catch." She said before she threw Rainbow Dash up into the sky.

Rainbow yelled with fright as she kept going up higher until she disappeared in the sky, making Zelga grin with satisfaction. Suddenly, from out of nowhere, an apple struck her face and splattered all over it. Zelga groaned at this sudden attack and looked in the direction it came from.

She saw Applejack and Rarity standing a few feet away from her, Rarity was holding a bunch of apples in her magic and she dropped one down in front of Applejack, Applejack quickly used her hind-legs to kick it towards Zelga.

But Zelga was quick, her horn glowed and she caught it in her magic. Rarity and Applejack saw this, but it didn't stop them, they kept trying it again and again until Zelga had a lot of them in her grasp. Zelga smirked. "After everything I've heard, this is the best Ponyville has to offer? Well let me show you what I can do." she said before her horn glowed again.

Suddenly, all the apples she had caught fire and she threw one towards Applejack and Rarity. They both quickly got out of the way as it hit the ground, surprisingly exploding on impact. Zelga kept throwing more at the two ponies, each one missing and exploding against the ground.

After dodging a few more, Applejack got an idea that was rather risky, but she had to try. She stopped running and stood still, allowing one of the apples to fly towards her. When the right time came, Applejack quickly spun around and smacked it away with her tail, sending it right back to Zelga.

Zelga gasped as the apple smacked into another and they both exploded in front of her. This made the other apples she had detonate, creating a large explosion and sent Zelga flying away across the area.

From the sky, I saw this explosion and became worried. "What the hell is going on down there?" I said before I started flying down towards the area.

Applejack and Rarity coughed as the dust and smoke cleared. "Applejack? Are you alright?" Rarity asked in concern as she walked over to Applejack.

Applejack turned to face her and nodded. "Yeah, I'm fine. But where'd Zelga go?" she asked as she looked around for the dark Alicorn.

"I don't know, but I wouldn't relax just yet, Thorn wasn't this easy to beat." Rarity said, staying on her guard and keeping her eye out.

At that moment, I landed near them and walked over to them. "Applejack, Rarity, what's going on over her? I could see the explosions from your farm." I said as I walked over to them.

Applejack and Rarity looked over to me and came towards me. "We had a little problem with Zelga, but we're fine." She said, giving me a gentle smile.

I nodded before another question came into my mind. "Where's everyone else? Where's Twilight?" I asked, growing concerned for her safety.

"She's safe, she ran to protect herself and the baby, Fluttershy went with her. Rainbow Dash was thrown away by Zelga, I don't know where she is now, and I haven't seen Pinkie since you started fightin' Blaze." Applejack explained before a question popped into her mind. "Speakin' of which, where is he anyway?" she asked curiously.

"I left him in your barn, don't worry, he's not gonna go anywhere." I said before I turned my head around to try and find Zelga. "Where's Zelga?" I asked, keeping a sharp eye out for any sign of her.

"We don't know, that explosion blew her away somewhere, but I'm not sure where." Rarity said as she walked up beside me.

Suddenly, I felt a strange heat beneath my hooves. I was confused at first, but then I realised that something wasn't right about it. I went wide eyed before I spun to face Rarity. "Look out!" I yelled before I tackled her to get her out of the spot.

At that moment, a large bolt of purple fire burst from the ground we were just standing on. When the flames cleared, Zelga stood there, glaring down at us. "That was unexpected, but I don't think that'll happen again." she said before she notice me and grinned. "Matthew, so kind of you to join us. I hope my dear Blaze didn't suffer when you finished him." she said as she took a few steps towards me.

I then stood back up and turned around to face her. "Don't worry about him, he's alive, but he won't be coming to help you." I said in a growl as the crystal on my Elemental armour glowed.

Zelga smirked. "What makes you think I'll need help?" she said darkly as her horn glowed brightly.

I growled at her, letting her know I was ready to fight her and end this once and for all. "Applejack, Rarity, go find Twilight and the others, make sure they're safe…I'll handle Zelga." I said as I kept my eyes on Zelga.

Applejack nodded before she turned her head around to face Rarity. "You heard 'im, let's go." She said before she rushed away to find Twilight and the others. Rarity was a little against leaving me like this, but she knew I could handle it and followed Applejack, leaving me and Zelga alone.

Zelga and I glared at each other before we started walking towards each other, but soon walking turned to galloping until we were charging straight at each other. I knew Zelga was strong enough to withstand any normal attack I had, so I'd have to try something else.

Once we got close enough, we both leaded towards each other before the crystal on my Elemental armour glowed. At that moment, a powerful green beam shot out of my chest and struck Zelga, sending her shooting backwards and crashing through a few huts. I flew after her to make sure I could keep my eyes on her.

I flew through the huts she crashed through until I reached her landing sight, but she was nowhere to be seen. "Damn." I said under my breath before I tried to look around for her.

I kept looking in every direction, investigating every little noise I heard from creaking wood to twigs snapping. I breathed gently, trying to keep calm and focused in case anything unexpected happened. Suddenly, I bunch of thorny vines shot up from the ground beneath me and wrapped themselves around my entire body. "Crap, I should've seen that coming!" I said before I tried to struggle my way out of the vines.

"I wouldn't bother." A voice said behind me, I turned around to see Zelga walking around in front of me. "Those vines are from the darkest parts of the underworld, it takes a great amount of power to cut them." she said as she cupped my chin with her hoof.

I glared at her before I pulled my head away. "Interesting, shame I don't give a damn." I said before I started struggling again, but the more I moved, the tighter the vines got, it wasn't long before they had a really tight grip on me.

Zelga smirked again. "You're tough-guy was very amusing at first, but now it's just sad. We all know you prefer to be the kind caring type." She said as she grabbed me by my mane and pulled my head closer to hers.

I glared into her red glowing eyes. "Well I'm gonna tell you what I told Blaze…I'm not fighting you because I want to, I'm fighting you because I have to." I said before I used my power to summon my horned-helmet. Once that happened, I shot a powerful beam of magic from my crystal horn, making Zelga stumble backwards.

This made her lose focus on the vines and they released me, allowing me to move again. With one flap of my wings, I shot towards Zelga with both my front-hooves sticking out in front of me and I rammed into her. The two of us shot across the town, crashing through a number of huts. While still holding onto Zelga, I pulled up and we crashed through a single roof before we started going high up into the sky.

But this didn't last long as Zelga pushed herself up off of me and pulled her hoof back, she then used it to punch me across the face and we both started falling back down to the town. Zelga spread her large wings before she shot a powerful beam down at me.

I saw this and used my magic to make a shield in front of me, the beam bounced off it and shot in another direction. I then made the shield disappear before I shot my own beam up at Zelga.

Zelga shot another beam at mine and they created a small explosion on impact, making a small could of smoke between us. I could see Zelga through the smoke cloud, but I did when I saw her shoot down through it and ram into me.

We started falling down faster towards Ponyville, I knew that if I didn't do something soon, I would be the one to soften Zelga's fall. My front-hooves glowed green before I gripped Zelga's front-legs tightly. I grunted as I quickly used all my strength to turn us over so she was under me. My horn glowed before I shot a long-running beam at Zelga's face, keeping her from trying anything while we get closer to the ground.

It wasn't long before we finally hit the ground, I stood on top of Zelga while her body skidded along the grass and dirt. But just then, her red eyes shot open and she grabbed me by my head. She then leaped up onto her hooves before she used the seed we were going in to throw me ahead, making me crashing into the wall of another hut.

Zelga shook off the dirt before she made her way over to me. I saw this and weakly picked myself up, I looked up at her and threw a punch up to her head, but Zelga could in in her magic and twisted it. I grunted in pain as I felt the bone in my hoof being twisted, I turned my body to try and ease the pain a little.

"Did you really think you could be me? Thorn was younger and weaker than me, I have a lot more power than he ever had, even after stealing Luna's power." Zelga said before she picked me up and slammed me down to the ground, her hoof pushing down hard on my chest. "The power to control darkness was merely a parlour trick, anyone can be scared of the dark, I bet even you are sometimes. But the power to control anyone's fear over anything is were power truly lies…that's my power, I can make anyone's fear a reality." She said.

I looked up at her and gave her a hate-filled look. "Yeah, I know how that works…I've had a taste of your power." I said before I threw my hoof up and struck her leg, but it didn't do much.

"Ah yes, you were under the Fear Hex not long ago, weren't you?" Zelga said before she used her magic to take my helmet off and throw it away so I wouldn't use it again. "How was it? To live your greatest fear? I heard it almost killed you…tell me, would you like to live it again." she said darkly as her horn glowed brightly.

At that moment, I used my Elemental power to create a crowbar out of green energy, I swung it up at Zelga and it smacked her across the face, making her stumble off me. I quickly got back up and replaced the crowbar with small wrecking-ball, I swung my hoof up over my head and slammed it down on Zelga's back, making her grunt and drop to the ground.

"Like hell." I said before I brought my hoof up to slam the wrecking-ball down on top of her again. But suddenly, Zelga shot another powerful beam at me and sent me flying away. I crashed to the ground, but I quickly got back up to face Zelga. "Is that all you've got?" I ask as I stood in a fighting position.

Zelga glared at me before her horn glowed again and a long glowing purple whip slivered out of the tip, she spun her head around and the whip cracked against the air.

"Aw crap." I said to myself, surprised by this sudden act.

Zelga smirked before she shifted her head forward and the whip flung at me, I quickly dodged out of the way and it cracked against the ground next to me, leaving a burning slash against the dirt. Zelga pulls it back the threw it back towards me, but this time I shot up into the air to avoid its strike.

I started flying in a circle above Zelga and tried to think of something to do while avoiding her whip's strikes, I shifted from side to side as the whip cracked against the air. I spend a few seconds doing this until I saw my horned helmet still lying on the ground, I then dove down towards it to try and get it before Zelga could notice.

But Zelga did, she knew exactly what I was going for. She pulled her whip back and then threw it towards my helmet. By the time I reached my helmet, the whip wrapped around it and pulled it away from me. I spun around to see it skid along the ground until it was stopped under Zelga's hoof. "Ah-ah-ah, no toys." She said with a smirk before she picked my helmet up in her magic and threw it across the town.

Seeing the helmet fly out of reach, I tried to think of a strategy I could use without needing the helmet. It would seem my Elemental armour would have to be my only attack method. I shot down towards Zelga and my hooves glowed brightly with strength.

Zelga shot her head forward again and the whip launched itself up towards me, but this time I could it in my hoof. The energy covering my hoof was strong enough to withstand the heat from her whip. I kept pulled it on it, wanting her to pull on it. Eventually, that's what she did, she pulled down on the whip and pulled me along with it.

That's when I created a spiked ball in my hoof and struck her across the face with it when I reached her, this made her fall to the side before crashing down to the ground. I then replaced the spiked ball with a blade before I shot towards her, using my wings to boost my speed.

Once I reached her, I threw my sword down to her, but she shot her head up and caught it with her horn, using it like a sword to lock in with mine. I watched at Zelga stood back up, still pushing her horn against my sword.

Zelga then pushed me away before she tried to ram me through with her sword, but I used my blade to knock her horn away. That's when we started getting in a sword fight, sparks flew as my blade and her horn made contact.

Meanwhile: Library

Jeff and Peewee heard the fighting noises from within the Library, they were taking shelter under one of Twilight's desks. "Do you think they're ok out there?" Peewee asked curiously.

"They're fighting a dark Alicorn with stronger powers than Thorn, I don't think they'll be ok." Jeff said, looking at him with a raised eye-brow.

At that moment, Spike opened the door and walked into the room to see them under the desk. "What are you two doing under there?" he asked curiously.

Jeff and Peewee looked up at him. "We're taking cover, you should probably come under here too, anything could crash through the roof any second." Jeff said, moving aside to give Spike a space.

Spike shook his head. "No, we can't just sit here and do nothing while everyone is out there fighting. We have to help them." he said strongly.

"What can we do? We're just two birds and a baby dragon. It's not like we're gonna be much of a match for someone like that Zelga chick." Peewee said.

"We may be just two birds and a baby dragon, but we're still strong in our own way." Spike said with a confident smile before he turned around. "I'm going out there to fight with my friends. You guys can come with or stay here and hide, it's your choice." He said before he made his way back towards the door to leave.

With that, Jeff and Peewee looked at each other again before Jeff sighed. "Dang it…wait for me, Spike, I'm comin' too." He said before he came out from under the desk and flew after Spike, leaving Peewee alone.

Peewee thought about it for a moment and actually considered staying behind, but that wouldn't be like him at all. Peewee also came out from under the desk and flew after them. "You guys are gonna kill me one day, you know that?" he said as he flew out of the room.

Meanwhile: Ponyvile centre

I yelled in fright as I flew across the town and crashed into another hut, I fell through the roof and down into the living room with a hard thud. "Ow." I said as I weakly stood back up. I noticed a few scared ponies staring at me and I held my hoof up. "Don't mind me." I said before I walked over to the door and opened it to leave.

Once outside, I turned to where I last saw Zelga and saw her coming towards me with her horn glowing brightly. "You just don't know when to quit, do you, Matt?" she said before she shot a beam of magic at me.

I used my Elemental magic to make a shield appear in front of me and the beam reflected in another direction. "It's part of my charm." I said before I created a green energy disc in my hooves and threw it at Zelga.

Zelga blocked it with her wing before her horn glowed again. But this time, nothing happened, I stood there for a moment wondering what was gonna happen. Just then, I started hearing little screeching noises and what sounded like a flock of birds getting closer…a big flock.

Soon enough, I saw a big black blur coming towards us from behind Zelga. When it got closer, it revealed itself to be a giant flock of bats and they all flew past Zelga to come at me. I backed away a little, but the bats were fast, they swarmed around me and kept scratching me from different directions.

Dag and Clara flew in and landed on a street lamp, they both watched as I was swarmed by their bat friends. "Fly, my pretties. Fly! Fly!" Dag said before he chuckled evilly.

Clara looked at him with a raised eye-brow. "Why aren't we attacking him with them?" she asked curiously.

Dag turned his head to face her. "Are you kidding? I'm not getting involved in that! I'm a bat, not a hawk." He said as he crossed his wings, making Clara rolled her eyes.

I used my wings to shield myself while multiple bats swooped down and claws at my body. Starting to get tired of this game, my body glowed brightly before I expanded my arms and a green pulse burst out from around me, blowing all the bats away. Once they were all gone, I returned my attention to Zelga and smirked. "If you're so powerful, why are you fighting so poorly?" I asked while I slowly walked over to her.

Zelga returned my smirk. "So you want to see true power? Fine, I'll show you true power." She said before her horn glowed brightly again before she shot a small beam at me, it struck my face and I closed my eyes tightly.

I rubbed my arm across my face to try before I opened my eyes. That's when I saw everything shaking slightly, objects and huts in the background were going blurry as the sky grew darker.

"Aww, what's wrong, Matthew? Seeing things?" Zelga said, her voice getting deeper and echoing. Her eyes became redder as she opened her mouth to reveal dripping snake fangs. "Don't worry, it isn't the Fear Hex again, not completely anyway. It's just something to slow you down. We wouldn't want to make this to be too easy, would we?" she said as she suddenly began to duplicate.

I watched in horror as one Zelga appeared after another, until I was soon surrounded by a large group of Zelgas. I turned around to face one and threw an energy disc at her, but it went right through her, showing that Zelga was one of the fakes.

"Haha, sorry, wrong one." All the Zelga's said before one of them shot me with a beam of magic. Before I could react, they all ran around me and mixed themselves up. "Which one of us is real, Matt?" they all said before I felt a hoof strike me from the back of my head, making me fall down onto the ground.

I growled in frustration before I jumped back up and started throwing a load of energy discs everywhere, hoping one of them would strike the real Zelga. But they all just laughed as they all went right through them. "It's hard to believe my brother died by your hooves." Zelga said before all the other Zelgas disappeared, leaving nothing in sight.

I was confused at first before I heard a whistle. "Up here." Zelga's voice said. I spun around and looked up to see Zelga standing on one of the roofs of the hut, just in time to see her pounce down towards me while making a hissing noise.

Meanwhile: Ponyville market

Twilight and the others had been galloping through the town this whole time, trying to find a good place to take cover until Zelga was dealt with. But eventually, Twilight couldn't run anymore and she had to stop, she breathed deeply as she tried to catch her breath.

At that moment, Applejack rushed up beside her and placed her hoof on Twilight's shoulder. "You ok, sugarcube?" she asked with concern.

Twilight turned to face Applejack and nodded. "Yeah…I just need to a moment." She said before she thought about what she was doing, running and leaving me to fight Zelga on my own, she couldn't help but feel bad about it. "What are we doing? We can't just let Matt fight Zelga on his own, we have to help him." she said.

The other ponies then caught up with them. "We can't, Twilight, you have to keep your baby safe. Matthew wouldn't forgive us if we let you fight her." Rarity said, making a good but difficult point.

Twilight turned around to face the rest of them. "But the rest of you can help him, if anything happened to Matt, I don't know what I'd do, especially if I did nothing to try and help." She said with slight sadness in her eyes.

They all looked at each other before they returned their attention to Twilight. "Alight Twilight, you go find somewhere to hide and we'll help Matt." Fluttershy said while giving Twilight a gentle smile.

Twilight looked up at her and returned it. "Thanks Fluttershy, thank to all of you." she said, looking at Applejack and Rarity.

"Don't forget me!" A familiar voice said behind them, they all looked to where it came from and saw Pinkie standing with a large smile on her face. "Sorry it took me took long to get back, I had some work to do." she said before she pulled over an large object covering in a big white sheet.

They all looked at it with both confusion and curiosity, wondering what was under it.

Meanwhile: Ponyville town square

I flew through the streets of Ponyville while I was being chased by Zelga, I looked back to see her shooting at me with magic beams.

While we were on a straight path, I used my Elemental magic to create a green bazooka, I flew backwards while I aimed it at Zelga. I pulled the trigger with the tip of my hoof and it shot a green energy rocket at her. Zelga shifted slightly to the side as the rocket shot past her and it blew up behind her.

I shot a few more at her, but the results were the same. I made the bazooka disappeared before I came to a sudden stop, I landed on the ground and waited for Zelga to get close. Once the time was right, I used my power to create a large spiked wall in front of me, hoping Zelga would accidently fly into it.

But once she saw the wall, Zelga's horn glowed and she disappeared in a flash. I wondered where she was until she reappeared behind me in another flash. I spun around to face her, but she slammed me down to the ground with her hoof.

I groaned as I tried to pick myself back up, but she threw her hoof down again and slammed me back down. Knowing I wasn't gonna try that again, Zelga used her magic to pick me up and raised me to the same level as her face. She took a good look at my face and saw all the bruises and scratches she gave me so far. "So much for the Hero of Canterlot." She said before she lowered her horn and pointed the sharp pointy end at my throat.

I closed my eyes and grunted, trying to use whatever strength I had left to save myself, but I was too weak at the moment. For a moment, I thought this was it, but a rock suddenly struck Zelga in the face, making her yelp and drop me.

I picked myself up off the ground and looked where the rock came from, that's when I saw Applejack, Rarity, Pinkie and Fluttershy standing tall a few feet away from us. "Stay away from our friend, you evil witch!" Applejack yelled with hatred in her eyes.

Zelga turned her head to face them and chuckled. "How very noble of you all to come back, but that won't save him or any of you." she said before her horn glowed again.

But before she could do anything, I created another energy disc in my hooves and threw it at Zelga's head, but I bounced off her helmet, not afflicting any damage. "Who says we need saving?" I said, quoting what she said earlier, I then created two more discs in both my front hooves before I flew towards Zelga quickly, the discs became buzz-saws and I held them out in front of me.

I tried to strike her with the saw-discs once I reached her, but Zelga dodged it, shifting to the side. I kept throwing and swinging the blades at her, but she kept avoiding them. I was starting to get annoyed by this and started swinging harder, but she eventually grabbed my arm and struck me in the face with her hoof.

I fell down onto my back with my blades still in my hooves. Suddenly, I felt magic grasp one of my arms and made it swing up to my face with the saw still buzzing. I used my other hoof to grasp my arm and keep it away from my face. I grunted as my arm fought its way closer to my face, I turned my head to keep the blade from touching my face.

Zelga grinned evilly, knowing I couldn't hold it back forever. Suddenly, a large cake splattered against her face, the sparklers burned down towards the cake before they made small explosions against her face. This made her lose focus and release my arm from her magic, I then leaped back up and swung my arm and the saw towards her body.

The blade sliced through her shoulder, creating a large bleeding split in her flesh. Zelga screamed in pain as she held her hoof against her wound, her blood ran down her shoulder and hoof until it was starting to drip onto the ground. Zelga then wiped the cake off her face before she turned her head to see where it came from.

She saw Pinkie Pie and the others standing next to a large party cannon, bigger than her usual one, it was pained yellow with blue lightning marks all over it. "Meet the Party Cannon point-two, more powerful than my other one and it knows how to pack a punch." Pinkie said before she pulled on the string attached to the cannon and another cake with sparklers shot out of it.

The cake splattered against Zelga's chest before the sparklers made it explode against her, making Zelga stumble backwards.

I then flew over to them and landed beside them without taking my eyes off Zelga. "Nice new cannon, Pinkie, where'd you get that?" I asked Pinkie curiously.

Pinkie turned her head to face me and smiled. "I know a cannon guy." She said, leaving us to wonder what she meant.

Zelga, enraged by this attack, used her magic to melt all the cake away before she spread her wings out. "Is this all you can do? After everything I've heard, the only fight I get is this? All of you are pathetic!" Zelga yelled before she started storming over to us, but at that moment, a lightning bolt shot down from the sky and stuck her body, surprising her.

We all then looked up to where it came from and saw Rainbow Dash hovering down on a small black cloud. "Did ya miss me?" she asked with a large smirk on her face.

I smiled at this sight. "It's times like this I'm glad you're on our side." I said as she hovered down to us, still riding the cloud.

We all then returned our attention to Zelga and saw her come closer with her horn glowing brightly. "Looks like most of the gang is here, shame your wife isn't as brave as the rest of you." she said to me, trying to get to me.

I glared at her. "Trust me, if she wasn't in a health situation, she'd be right her besides us." I said strongly.

Zelga grinned. "Well whether or not you're all here, I'll deal with all of you eventually…in the meantime, I think I'm gonna enjoy this." She said before she flapped her wings and hovered up into the air, her horn glowed and purple lightning shot down from the black clouds above us, surrounding her before a large electric pulse burst out around her.

The pulse washed over the rest of us and we all suffered a large electric shock. We all fell to the ground as we tried to withstand the shock. During that time, Zelga flew over to us and grabbed me with her hooves. "But first, I should deal with the most annoying one." She said darkly before her horn glowed.

While the others were still stunned on the ground, two of the large Earth Worms burst up from the ground near them and hissed down at them.

Seeing this, I looked up at Zelga and beard my teeth. "I have that effect on people sometimes, here's an example." I said before I threw my body up and struck her under her chin with my hind-hooves, making her drop me. "I'm a very slippery basterd." I said as I fell.

I then spread my wings and start flying safely back down to the ground. Meanwhile, Zelga recovered from my attack and swooped down after me. I started flying close to the ground, hoping I'd re-join the others and keep them from getting hurt.

Applejack slowly picked herself up and felt something wet and thick drip down onto her head, she looked up and saw one of the Worms above her, drooling like a broken sink. It opened its mouth wide and showed her its mouth full of grinding sharp teeth.

As I got closer to them, I looked back and saw Zelga still chasing me. If I had any chance of helping my friends, I had to lose her. I took a sharp turn down an alley and flew down it until I reached the end. Once there, I pressed myself against the wall of the hut and waited for Zelga to follow. Soon, I heard her flying down the alley. I used my power to create and green baseball bat in my hooves, I held it up and prepared to swing it.

When the time was right, I swung it around the corner and Zelga slammed into it, she grunted as her body flopped over onto her back and fell to the ground. Zelga laid there, eyes closed and groaning from her sudden attack. I knew it would be a while before she could recover from it, so I used this time to fly back to my friends.

Meanwhile, Applejack moved backward as the other began to recover from the shock. They all saw that both their paths were cut off by the Worms, they had nowhere to go. Rainbow Dash grunted before she shot up into the air and tried to attack one of the Worms, but it's tail sprung up from the ground and smacked into her, making her crash back to the ground where she took off.

As the Worms moved closer to them, I suddenly shot through the body of one of the Worms, killing it. I had a green saw-blade in my hoof and I flew over to the other Worm and sliced through its body, cutting it in half and killing it. Once they were both dead, I landed on the ground and walked over to the others. "Are you lot ok?" I asked, covered in green worm blood.

Applejack helped Fluttershy onto her hooves before she looked over to me and nodded. "Yeah, we're fine. Thanks Matt." she said with a grateful smile.

Rarity then stood up and looked at me with disgust. "Yes, thank you. But however, darling, you seem to have something on your body." She said, finding it hard to look at me.

I gave her a confused look before I looked down at my body, seeing all the worm blood on me. "Oh…sorry." I said with a sheepish smile. Rarity then used her magic to clean my body off all the worm blood until I was completely clean again. I gave her another smile. "Thanks." I said.

At that moment, Rainbow Dash came over to me with a concerned look. "Urrr Matt, where's Zelga?" she asked curiously.

I turned my head to face her. "Don't worry, I knocked her out before I came over here." I said with a small confident smile. Just then, we started hearing a rumbling noise before we slowly turned to where it was coming from.

Suddenly, a large tornado of purple flames rose up from behind some huts. It was the exact same spot where I left Zelga. We could all feel the heat from where we were, but we wondered what it meant.

"What's going on over there?" Fluttershy asked in a frightened voiced as she backed away.

"I don't know, but I don't think it's anything good." Applejack said, having a good look at the tornado.

I looked at it for a moment before I realised that this looked really familiar, I thought back to where I had seen in before and remembered that Thorn did something similar…and when he did, he…

My eyes widened in horror once I realised what was going on. "You all need to get out of here! Now! Get somewhere safe!" I yelled as I leaped in front of them and prepared for what was coming.

They all looked at each other before they returned their attention to me with a concerned look. "What's happening, Matty?" Pinkie asked curiously.

I glared at the tornado as it started to lower until it was completely gone. "Zelga's getting an upgrade." I said, not taking my eyes away from where I last saw Zelga.

We all watched and waited as the ally glowed purple, we saw a large shadow move past it while a loud hiss could be heard. Then, the glow stopped before there was only silence. We continued to stare at the alley, waiting on edge for the slightest sight of something out of place.

Suddenly, we heard a loud crash behind us and we spun around to see a large serpent smash its way through one of the cottages. It slivered upwards and revealed itself to be a large dark-purple cobra with glowing white eyes and black markings down it's spine. It looked at us and hissed with its long fangs unfolding in it's mouth.

We all stared up at it with shock, our eyes were wide and our jaws were dropped. "Oh…that's a big upgrade." Pinkie said while staring up at it with shock.

"Any plans, Matt?" Applejack asked curiously.

"Umm…I'm gonna say…run for it!" I said loudly before created another energy disc in my hooves and threw it up at Zelga's face, it smashed against her snake nose and she shook it off.

While she was occupied, we all turned around and started galloping away. Zelga recovered from my small attack and started slivering after us, wrecking a number of objects in her path.

We kept galloping as fast as we could, Rainbow Dash soon took up into the air and started flying fast. I looked back and saw Zelga gaining on us, she hissed viciously as she got closer. "Run faster!" I yelled back to the others.

Suddenly, Fluttershy tripped up and fell to the ground. She looked back and saw Zelga stop in front of her and raise her body up, making her look more intimidating.

I saw this and skidded to a stop as the others ran past me, I took into the air and flew back to Fluttershy as fast as I could.

As Zelga lowered her head down to Fluttershy with her mouth open wide, I then shot into her mouth and use all my strength to hold her mouth open. I looked back at Fluttershy. "Go! Now!" I said, tensing up as Zelga tried to close her mouth.

Fluttershy then quickly got back up and started running away to catch up with the others.

Once she was a safe distance away, I returned my attention to Zelga and used my power to make myself stronger. "Don't…hurt...my friends!" I said as I forced her mouth open wider and flew out of it before she could slam her jaw shut.

I then created a large green hammed in my hooves and swung it down at Zelga's head, but it didn't do much damage, it just barely hurt her. She looked up at me with a glare in her eyes and I made the hammer disappear. "Umm…sorry, haha." I laughed nervously.

Zelga smirked before her tail shot up at me and grabbed me by my hide-legs. I yelped as she pulled me down and slammed me against the ground, she then raised me up and slammed me into one of the cottages. Zelga then held me up to her face and she chuckled. "What do you think, Matt? Like my new look?" she asked, admiring her snake body.

I weakly looked at her and smirked. "It's definitely an improvement." I said, trying to insult her.

Zelga knew this and just giggled. "You say that, but I think you liked my Pegasus form more. I know you liked it when I flirted with you, I could see it in your eyes. You were just too loyal to your wife to do actually do it. But, I'm nothing if not understanding…if you were to forget about these ponies and join me, maybe we could find a way to make it work. I just love a strong stallion." She said before her snake tongue slivered out of her mouth and licked up against my body.

I pulled my head away, resisting her. "Sorry babe…I'm spoken for…besides, I have a feeling you're too old for me." I said with a smirk and raised eye-brow.

Zelga hissed in growing anger. "Why you little…" she growled before she threw me down to the ground hard, she then raised her tail up and prepared to slam it down on top of me.

I recovered for the throw and rolled out of the way of her tail just before it hit the ground. I quickly created a green war-knife in my hoof and I stabbed it into Zelga's tail. Zelga hissed in pain as she pulled it away.

While she was occupied, I got up and quickly flew down another alley away from her.

Zelga used her mouth to pull the knife out and threw it away. Once she did, she noticed her I had gone and chased me down the alley, wrecking the wall of the cottages as she did. I flew as fast as I could out of the alley and back into the streets of Ponyville, with Zelga not far behind.

Meanwhile: Surgar Cube Corner

While we were fighting, Twilight had taken refuge in Sugar Cube Corner to keep herself safe from harm. She and the Cakes were hiding in the kitchen, they were all lying on the floor as they heard rumbles outside.

Twilight sighed in disappointment before she looked over to the Cakes. "I can't help but feel so useless. Matt and my friends are out there fighting Zelga and I'm hiding in here…Celestia taught me better than that." She said as her ears dropped.

Mr Cake turned her head to face her. "Well I don't think Princess Celestia ever thought about you being pregnant at the time." He said before he turned his attention to Mrs Cake, who was rubbing her pregnant belly. "We have to keep our foal safe, no matter the cost." He said as he rubbed Mrs Cake's head.

Twilight thought about what he said and knew what he meant. It was important to keep a foal safe, especially when they haven't been born yet. But then she looked at the Cakes again, she saw how much Mr Cake supported Mrs Cake, a look on his face that said he'll be there through the whole thing. She wanted that, she wanted me beside her when the baby would be born and give her the same look. But she knew, if things went wrong tonight, that would never happen.

Twilight looked down at her belly before she let a single tear run down her cheek, being overwhelmed with hopelessness.

Meanwhile: Ponyville Market

For a minute or so, I had been leading Zelga all over town to try and think of something to do. I thought back to my fight with Thorn and remembered everything I did to beat him in his Beast form. Unfortunately, there were no big buildings or lightning-rod towers in Ponyville, it was like trying to beat up a bear with a rubber glove.

I looked back to see if Zelga was still following, but she wasn't there. I stopped flying and landed in the market before I tried to search for her. "Ok, so where is she?" I asked myself, looking around for anything that could give me a clue to her whereabouts.

Just then, I started to feel a rumbling under my hooves, I looked over to one of the fruit stands and saw all the round fruit shaking and rolling off the stand. After a moment, I knew what was going on and quickly flew upwards into the sky.

At that moment, Zelga burst up out of the ground with her mouth open wide. I flew as high as I could go before I grabbed myself by my tail and yanked my body upwards, avoiding a close call when her mouth snapped shut.

Zelga then fell back to the ground before she looked up at me. "Come on Matt, at least make this fair." She called up to me.

"Umm…how 'bout no?! Ya crazy women!" I said loudly down to her as I hovered high up in the air, out of her reach. "It's a shame you can't fly in that form, at least Thorn could climb…you know, with limbs and all." I said, wiggling my arms.

Zelga scoffed. "Well I can do something that Thorn could do with his Beast form." She said before she pulled her head back, taking in a deep breath. After that, she shot her head forward with her mouth open wide and a large amount of dark-purple fire came shooting up towards me.

Seeing this, I yelped in fright before I dove downward to avoid her fire. I flew over her head as she continued to breathe fire at me, I managed to stay ahead of her roaring flames, but they were very close to touching me, I could feel the heat of the flames behind me.

I then dove down behind the fountain with a statue of a prancing mare to take cover, Zelga slivered up to it and breathed fire down upon it. Luckily, the fountain and statue were enough to shelter me. "First a Hydra, now a Snake? What's next?" I said before I looked at you with my eye-lids half-closed. "Don't answer that." I said, breaking the forth-wall.

Suddenly, Zelga's flames stopped and her large tail swung against the fountain, smashing through it and purring the water out all over the grass. I got up and spun around to face Zelga, I looked up at her as she slivered over to me. "You've been very bad!" she said before she opened her mouth and prepared to breath fire down at me again.

I then leaped out of the way as Zelga breathed fire down at me, I quickly rushed over to one of the market stands and leaped over the counter, I hid behind the counter as I wondered what I was gonna do to fight her. That's when I saw what the market was selling.

Metal pipes and plumbing tools, it must've been a supply stand for fixing bathroom stuff like baths and sinks. I could hear Zelga getting closer, slivering towards the stand and the hissing noise she made. I quickly grabbed one of the metal pipes and held it in both hooves.

"Come on out, Matt, there's nowhere to run now." Zelga said as she rose up tall in front of the stand.

I then flew up out of the stand with the pipe still in my grasp. "Who's hiding?" I said as I quickly shot up in front of her face. "Shwing!" I said loudly as I swung the pipe at her giant snake head, only for it to bounce of her.

We both stared at each other in silence, realizing it did absolutely no damage. "Umm…let me try that again." I said before I raised the pipe up over my head and slamming it down between her eyes, again, doing no harm.

I kept swing the pipe at her again and again, doing it harder and harder to at least make a bruise, but it didn't do anything. Eventually I stopped and looked at the pipe to see it was all bent up and completely ruined. "Well…that's rubbish." I said, slightly out of breath.

Zelga raised an eye-brow. "Are you done?" she asked with an unamused voice.

"This thing is." I said before I threw the broken pipe away. "Do you mind waiting here while I get something else? Like a lamppost, maybe?" I asked curiously. Zelga answered by swotting me away with her snake tail, making me crash to the ground with a hard thud. "You could've just said 'no'." I said, ignoring the pain the crash caused me.

I slowly opened my eyes to see Zelga raising her tail up above me, as it came back down, I quickly rolled out of the way just before it slammed to the ground. At that moment, I created a green hook in my hoof and swung it at Zelga's tail, making a small slash against her flesh.

Zelga hissed in pain as she pulled her tail away and wrapped the end of her tail around the slash to provide pressure, like a worm wrapping itself up when impaled on a fishing-hook. This gave me a chance to get away from her, I got back up onto my hooves before I started galloping away from her.

But this time, Zelga didn't let me get away, her tail shot out towards me and grabbed me by one of my hide-legs. She yanked me back towards her before she slammed me into one of the stands, totally destroying it. She then raised me back up before she slammed me into another, this time it was a fruit stand. Before lifting me back up, I managed to grab something to use to get myself out of this mess.

Zelga lifted me up before she tossed me into the air. As I fell back down, weak from the beating I just received, Zelga's tail wrapped around my body before she held me close to her face. "What's wrong, Matt? I thought you liked playing with pretty girls." She said as she battered her eyes.

I weakly looked up at her and smirked. "Well I must admit, from time to time, you're very easy on the eyes…but I'm not." I said before I pulled out what I grabbed from the fruit stand…a lemon. I held in in one hoof while I slammed my other hoof down on top of it, making lemon juice squirt out of it. The juice squirted into one of Zelga's eyes and she yelped at the stinging pain it caused, forcing her to drop me.

I quickly took flight before I could hit the ground and flew up high in the air above Zelga. Zelga rubbed her eye with her tail before she looked up at me with her good one, she growled in anger and stopped rubbing her eyes. "That…wasn't funny." She hissed before she breathed fire at me again.

I quickly dodged it and flew up higher. "Let me guess, it was a bit corny. Sorry, didn't have a lot to work with. Plus, it's a bit of an off day, I'm not working at my best. I usually make funnier remarks than that, but it's hard to work under these conditions." I said, trying to be witty.

Zelga rolled her eyes. "Just shut up and die!" she said before she breathed fire at me again.

Once again, I dodged and flew down towards the ground. I stopped in mid-air half-way down the street from where Zelga was. "Well come on then! If you want me so bad, come and get it!" I said as I flicked my hoof back twice, motioning her to 'come and get me'.

Zelga glared with her good and sore eyes before she slivered down the street rapidly, leaving a small blood trail behind due to the wound on her tail.

I kept hovering where I was, watching as she got closer. "Wait for it." I said under my breath, trying to time my strike perfectly.

Zelga's slivering got faster, like an actual snake that had chosen its target. It wasn't long before she got close enough to attack. Zelga then pounced up towards me with her mouth wide and her sharp fangs unfolding from within. At that moment, I used my power to create a large green brick wall in front of me.

Zelga then crashed into it and stuck there for a moment, she groaned in pain as she soon slipped down from it and feel to the ground. Once she was done, I made the wall disappear before I used my power again to create chains around her body, I even made some wrap around her mouth to keep her from breathing fire…or at least stop her from making some kind of witty remark.

I hovered down to her and as placed my hooves on my hips. "Ha! Not so tough now, are ya? Well that's what happens when you mess with the main man." I said with a small surprised smirk.

Zelga opened her eyes before she tried to escape from the chains, her body wiggled and tossed, trying to break loose.

"I wouldn't bother, love…those chains are as strong as I make them, and I've made them especially strong just for you." I said before I landed on the ground in front of Zelga, I walked up to her and rested my arm on her nose. "Now then…I don't want to kill you if I don't have to, so let's work this out like civilized ponies, yeah?" I asked with a raised eye-bow.

Zelga smirked through her chains before she closed her eyes. Just then, her body started to change colour, her black scaly skin turned into a dim grey. I watch with confusion as they happened and I prepared myself for whatever was gonna happen.

Suddenly, the top of Zelga's head started to crack and spread open, like a thin layer was breaking apart. I could see Zelga's black scales from within the growing split. I then watched as Zelga started to pull her head back and made the split larger, she kept pulling until she managed to slip her head up out from the split, tearing it apart. I looked down at where her head used to be and saw the thin see-through layer in the exact same shape as her head and face with the chains still wrapped around her snout.

That's when I realized what she was doing. That thin layer was skin, she was shedding her skin in order to escape. It made sense, her body became extra slippery in order to sliver out of her skin, but it also allowed her to slip out of the chains unharmed.

Zelga started to sliver the rest of her body out from the trap. I looked back and saw the rest of her body slipping out from its dead skin. It wasn't long before her entire body was free and her broken skin husk was all that was left in my chain-trap.

I looked up at Zelga with my mouth hanging open. "Ok…that was just nasty. Thank God Rarity wasn't her to see that." I said, imagining how she would react if she had seen something like that.

"Getting back on topic." Zelga said before she opened her mouth wide and shot her head down towards me.

I quickly reacted by creating a large green forcefield around myself, Zelga's head crashed into it before she growled in frustration. She kept striking her head at the forcefield, her teeth slamming against it each time she did. Eventually, she gave up and looked at me. "Is killing you gonna take all day?" she asked.

"Why? You in a rush?" I said before I started flapping my wings and flew up to the top of the forcefield, the forcefield then rose up with me until I was in a large bubble. "Honestly, I could do this all day." I said before I shot up to Zelga's head, still in the bubble. I then struck her in the chin before I bounced off her like a bouncy-ball.

Zelga shook it off before she glared up at me. As I dropped down to her to strike her again, Zelga lifted her tail in front of her face before she caught me. I stared at her and smiled nervously. "Haha…did I ever tell you I loved your mane? Rarity kept wondering if she should ask where you get it done." I said, trying to sweet-talk her.

Zelga smirked before she threw me down to the ground. But I was still in the bubble, so I just bounced back up into the air. However, Zelga slammed her tail back down and I fell back to the ground, then I bounced back up again. Zelga kept doing this, bouncing me up and down like a basketball, I swear she was gonna start dribbling me soon.

But instead, she caught me in her tail again before she threw me across the air. I then crashed into a cottage and part of it collapsed on top of me. "Two points!" Zelga said to herself before she slivered over to where I crashed.

After the crash, I opened my eyes in a daze to see I was still in my forcefield bubble, which protected me from the fallen rubble. I then slowly and carefully made it disappear and crawled out of the rubble unharmed. I looked back at the damage and a small smile appeared on my face. "That wasn't so bad." I said before I turned my head back around and saw Zelga standing tall in front of me. "Oh…" I said as my ears dropped.

Zelga grinned before she noticed the family of ponies that lived in the cottage that I crashed into, all huddled together and staring up at Zelga with terror. "Do you mind? We're having a little disagreement." She said with a firm look. With that, the family shot off out of the cottage and disappeared into the streets.

Once that was done, Zelga and I returned our attention to each other. "Now then…I've had more than enough of this song and dance. Time to end this!" she said before she opened her mouth wide and green liquid squirted out from her throat.

Seeing this, I quickly ducked and the liquid struck the rubble behind me. It started to give off smoke and sizzle before it started to disintegrate. I watched as the rubble burned before I looked back up at Zelga. "Fire and acid? You don't have lazar eyes, do ya?" I asked, hoping she didn't.

Zelga shrugged. "Don't know, never used this form enough to know all its kinks." She said before she bearded her fangs again. "But now's a good time to find out." She said before she hissed loudly.

Knowing this was gonna lead into another round, I stood on my hide-legs and created two green blades in my hooves. "Then let's see what other surprises we both have." I said strongly before I flew up to her to attack her again, starting another fight.

Meanwhile

On the other side of town, Applejack and the others were making sure the rest of the town's folk were safe. "Ok ya'all, I've warned the South side of town to stay indoors until this whole thing is over, did the rest of ya take care of the North, East and West?" Applejack asked curiously.

They all nodded. "Yeah, but we have to help Matt fight Zelga, there's no way he can take her on her own, especially now she all snake-y." Rainbow Dash said, hovering down in front of Applejack.

"I may have full confidence, in Matthew, but I must agree with Rainbow Dash. If Zelga truly is more powerful than Thorn, this could be Matthew's most difficult battle yet." Rarity said with a slightly concerned voice.

"But the Elements of Harmony are the only thing that makes us strong, but the Elements don't work on…whatever type of Alicorn Zelga is." Fluttershy said, taking a step forward. "How are we supposed to fight someone we can't beat?" she asked curiously.

They all look at each other, hoping someone would come up with an answer. Eventually, someone did, but it wasn't from anyone in the group. "We do have one advantage." A voice said behind them.

They all spun around to see Twilight walking up to them. "Twilight? What're you doin' here? You're supposed to be keepin' safe!" Applejack said as she watched Twilight stop in front of them.

"I can't leave Matt to fight Zelga alone, I didn't abandon him when Thorn attacked and I'm not abandoning him now." she said before she looked down at her stomach. "Even if things have changed since then."

"Twilight, you're carrying a foal now, you can't risk the safety of your baby. I want to help Matthew as much as you do, but under the circumstances, our top priority is to keep you and your baby safe." Rarity said, placing her hoof on Twilight's shoulder.

Twilight gently brushed it off. "I can't leave him, not now. Besides, I have an idea that can help us beat her. Thorn was strong, really strong, but he had a weakness that left him vulnerable to anything." she said before she looked up at the night sky. "The sun, Thorn could stand the sun, it made him weak for us to attack him. If we can raise the sun, it might help us beat Zelga." she said, returning her attention to everyone.

They all looked at her, some with a glimmer of hope, others with slight doubt. "Will that work?...I mean, I've noticed some differences between Zelga and Thorn, what if I doesn't work?" Rainbow Dash said while hovering in the air.

Twilight looked up at her. "It will work, it has to…its all we have." She said before she gave Rainbow a serious face. "Rainbow, I need you to fly up to Canterlot as fast as you can and tell Celestia to raise the sun, it's the only way to do it." she said strongly.

Rainbow Dash then salutes with her hoof. "I'm on it!" she said before she shot up towards Canterlot, leaving a rainbow trail behind her as she went.

With that done, Twilight returned her attention to the rest of the ponies. "C'mon girls, we gotta help Matthew any way we can!" she said before she galloped past them and rushed across the street, with the rest of the Mane 6 following behind.

Meanwhile: Canterlot

Rainbow Dash shot up to the trapped city and hovered in front of the forcefield, she looked around to see if there was an opening, but there wasn't. "How am I gonna do this?" she asked herself before she saw one of the giant air-holes on the top of the forcefield. "Bingo!" she smirked before she flew over it.

Once she reached it, Rainbow chuckled. "Looks like Zelga forgot to seal the whole thing, I knew she'd eventually screw up." she said before she attempted to fly through the whole and into Canterlot. But upon interaction, Rainbow received a powerful electric shock.

Rainbow Dash squealed with pain before she pushed herself away. She hovered there, twitching with her mane stuck up like a hedgehog. She used both her hooves to fix her mane before she huffed in frustration. "Ok, maybe Zelga is a little tougher than I thought." She said before she tried to think of a new way to enter the city, or at least get the Princess' attention.

Rainbow Dash flew down to the ground and thought about digging her way through, but she remembered the Earth Worms that kept everyone from doing that. She wondered if they were still there, but she wasn't willing to find out. For the moment, it looked like it was a lost cause.

Suddenly, in a flash of light, Discord appeared on the other side of the forcefield and smiled at the sight of Rainbow Dash. He stared speaking, but Rainbow couldn't hear him at all, she could only see his mouth flapping and his arms waving.

Rainbow stared at him in confusion before she spoke. "I can't hear you!" she said loudly while pointing her hoof at her ear.

Discord understood what she was saying and tried to think of a way to speak to her. He looked around before he looked at one of the giant air holes that Rainbow Dash tried to get through, he pointed up at it before he flew up towards it. Rainbow didn't know what he was up to, but she followed him up to it.

It wasn't long before they were both in the air on opposite sides of the air holes. "Rainbow Dash, I never thought I'd be so glad to see you, my dear." Discord said with glee while holding a little flag with Rainbow's cutie mark on it.

Rainbow Dash was confused by this. "Wait, I can hear you? How does that work? I couldn't hear you down there." she said, trying to understand.

Discord waved his hand. "Its elementary, my dear Dash. This strange hole allows air to flow within the city, so I assumed it allowed sound through as well. And look at this, it worked, score one for Discord." He said before he licked his finger and drew a line in the air.

Rainbow Dash rolled her eyes. "Don't pat yourself on the back just yet, buddy. Ponyville's in deep trouble and we need Celestia to raise the sun!" she said, sounding in a hurry.

Discord gave her a concerned look. "What's happening? Do you know what's caused all this? I have all the powers in the universe and even I can't escape from this dome." He said before he changed the conversation. "Why do you need the sun up so badly anyway? What's that got to do with this?" he asked curiously.

"It's a long story, we just need Celestia to raise the sun as soon as she can!" Rainbow Dash said, repeating herself.

Discord threw his eyes. "Oh fine! I try to start a conversation and I get yelled out. The times we're in, I swear." He said before he snapped his fingers and disappeared, leaving Rainbow Dash to wait for something to happen.

Meanwhile: Ponyville streets

Zelga hissed in fright and anger as she was thrown down onto one of the buildings in Ponyville, she picked herself up and looked up to see with my weapons at hand…or hoof, whatever.

I was hovering in the air while swinging two small wrecking-balls from chains wrapped around my arms. "Wanna try that again, sweet-heart?" I asked, giving her a firm look.

Zelga hissed in anger before she shot up towards me with her mouth wide open and her fangs sticking out. As she did, I swung one of the wrecking-balls over my head and it landed smack-down on top of Zelga's head, making her crash to the flat on the ground.

I then made the wrecking-balls disappear before I landed behind her. My front-hooves started to glow before I grabbed her tail and started rushing up her spine. Once I reached her head with her tail still in my grasp, I leaped off her nose and was now in front of her face. I then gave Zelga a hard kick in her nose before I started pulling her tail over my shoulder.

The rest of her body was pulled away as I threw Zelga over my shoulder and high up across the air. Giving one hard flap, I shot up into the sky to join her.

Zelga's snake body wiggled as she went high up into the sky. But once she slowed down and was about to fall, I shot up above her and dove down into her body, making us both fall down towards the town rapidly. We soon crashed into the field near Ponyville, creating a large cloud of dust.

Once everything had cleared, I picked myself up to see I was thrown from Zelga's body. I looked around until I saw her lying on the ground not far from where I was. I flew up and landed on her neck, putting me face to face with her. My front-hooves glowed before I pulled one back and punched her across the face. The green power flowing through my hooves made them as strong as stone, allowing me to deliver strong strikes.

I then punched her with my other hoof, making her head shift to the other side. I repeated punching her with hoof after hoof. But eventually, Zelga had enough and her tail whipped up and grabbed me. I grunted in pain at the tight grip she had around my body.

Zelga managed to pick herself up before she hissed in my face, she slammed me to the ground and pinned me down. With one eye being pressed against the grass, I opened my free eye to see her head move above mine. "This time, you're not getting out of this." She said before her mouth opened and she lowered her head towards me.

But before Zelga could reach me, a beam of magic shot against the side of her face. Making her stumble back and release me from her grin. I managed to get up and move away from her before I turned to see where the magic beam came from. That's when I saw Twilight and the rest of the Mane 6, excluding Rainbow Dash. "Stay away from my stallion!" Twilight said with a sharp glare on her face.

I couldn't believe Twilight was here, after she was told to stay safe by not just me, but everyone else. Part of me wanted to be angry with her for risking the safety of herself and our foal, but the other part, the biggest part, was so glad to see her. I put aside my bad feelings and rushed over to them.

Twilight galloped towards me to meet me half-way and, once we reached each other, we hugged tightly. Twilight then broke the hug and placed her hoof under my chin. "Matt, are you ok? Your face is a mess." She said, looking at my cuts and bruises.

"I'm fine, Twilight, but what are you doing here? You're supposed to be staying safe. What if you get hurt, the baby will-" I said before Twilight placed her hoof on my chest.

"I know the risks, Matthew, but I'm not willing to stand by and watch the stallion I love being beaten to a pulp." Twilight said before she rubbed her head against my neck. "I won't let you get hurt anymore, we'll face this danger together, we all will." She said, looking back at the others.

I looked at her before I looked at everyone else, I smiled warmly at them before I returned my attention to Twilight. "Well, seeing how Zelga is in her beast form, six against one seem like better odds." I said before I hug Twilight again. "Just please…stay descent from Zelga, she knows hurting you especially will affect me more than anything." I said, scared of the very thought of such a thing.

Twilight nodded. "I will, Matt, don't worry." She said with a gentle smile.

At that moment, we all heard a loud slow hiss and we turned around to see Zelga slivering over to us and chuckled. "Isn't that sweet, little Twilight has come for her handsome stallion…shame it won't last for much longer." She said before her body rose up high and her mouth dropped open, hissing while purple flames prepared to fire in her mouth.

We all took some steps back and prepared to move if things went bad. But before Zelga could do anything, another magic beam shot into the side of her face. "For goodness sake! This is getting really old!" she said as she turned her head to see where it came from.

We did the same and saw Spike, Jeff and Peewee standing not far away from us, Spike was wearing my Horned-helmet. "You want another? Have another!" Spike growled before he pointed the horn at Zelga and shot another beam at her.

Zelga used her tail to block the beam before she hissed in anger. "You shouldn't have gotten involved, little ones." She said before she grinned evilly. "Then again, all this fighting has definitely made me hungry. Anything is better than nothing, I suppose." She said before she started to sliver over to Spike, licking her lips with her snake tongue.

While she got closer, Spike backed away with Jeff and Peewee staring up at her with frightened eyes. "Urr…maybe we should've thought this through." Jeff said, feeling very small at the sight of Zelga.

As Zelga approached Spike, she was suddenly stopped when I flew up to her head and grabbed it with my hooves, I then aggressively tossed Zelga away from Spike, making her crash into the ground. Once she was dealt with, I landed in front of Spike and went up to him. "Spike, where did you get my Helmet?" I asked curiously.

Spike then took off my helmet before he held it out to me. "I found it on the ground near the Library, I thought you lost it." he said.

I then took the helmet with my hoof before I put it on my head. "Thanks buddy, Celestia knows I needed it." I said before I turned towards Zelga. "This might've just gotten easier." I said, preparing to charge at Zelga.

I watched as Zelga's snake body wiggled before she managed to get up straight, she spun around to us and hissed viciously. "Enough play time." She growled before she shot towards us while breathing fire.

We all separated to dodge the flames. We all started galloped around Zelga from both sides. Me, Applejack and Rarity went around the right side, while Twilight, Pinkie and Fluttershy went around the left. Twilight and I shot powerful beams of magic at Zelga, both beams struck both sides of her body.

While she was distracted by our magic, Pinkie ran up her spine until she was on top of her head. She then jumped up and down on it in an attempt to attack her. "Get out of our town, you big snake thing!" she yelled as she jumped harder. Zelga's tail then flunk up and whipped her flank, making her yelp as she flew off Zelga's head and hit the ground with a hard thud. "I'm ok!" she called with her face in the dirt.

Applejack then tilted her hat forward with her hoof before she galloped over to Zelga. Once she reached the side of her body, she spun around and bucked her hard. Zelga hissed before she looked down at Applejack, she made a hiss-like roar before her head shot down towards AJ.

Applejack leaped out of the way before Zelga's head struck the ground, she pulled her face out of the dirt before she tried it again, but missed again due to Applejack reflexes. Zelga soon grew tired of this act and turned to face Applejack before she took a deep breath, she then breathed fire at Applejack in an attempt to incinerate her.

Applejack's eyes shot open before she dropped to the ground, the giant bolt of fire shot over her head for a moment before it went away. Applejack looked to see if it was safe before she stood back up, but she was caught by the smell of something burning, she looked up and saw her hat was on fire a little. "Ahh!" she yelled as she threw off her hat and stomped her hoof on it to put out the flames.

Zelga smirked before she felt a gentle tap on the side of her head, she turned to see Fluttershy flying in front of her, she pulled her hoof back and pushed it forward as hard as she could. Which, in her case, was a gentle tap. Fluttershy pulled her hoof away and looked at it. "Ow." She said quietly before she looked at Zelga to see the annoyed look on her face. "S-Sorry." She said before she slowly started hovering down to the ground in awkwardness.

After that, Zelga turned around and saw me helping Pinkie Pie stand back up, she hissed before she slivered over to us rapidly. As I helped Pinkie to her hooves, I soon noticed Zelga coming straight at us and I quickly pushed Pinkie away, sending her to a safe distance. At that moment, Zelga wrapped her whole body around me and squeezed tightly, I felt like an insect being crushed by someone's hand.

Zelga's upper part of her body rose up above mine and watched as I struggled to get free, she grinned as she saw me gasping to breathe as her grip got tighter around me. Just then, she was cut off by a giant banner suddenly coming over her head and covering her eyes. This caught her by surprise and she dropped me from her grasp.

While Zelga struggled to get the banner off her face, I fell to the ground with a hard thud. I coughed and gasped for air as I weakly got back up onto my hooves. Twilight rushed over to me to check on me. "Matt, are you ok?" she asked in concern.

I breathed deeply as I turned to face her. "Yeah…I'm fine…even though I think my rip-cage has closed a little." I said between breaths before I started breathing normally again. "What happened anyway?" I said before I looked up at Zelga and saw the banner was still over her eyes.

Zelga looked as though she was having trouble getting it off, but I soon noticed the banner was covered in a light-blue glow. I wondered what it was until I noticed Rarity standing not far away from her, her horn was glowing brightly and she looked like she was struggling to focus on keeping her magic up. She was the one who got me out of that mess.

Zelga then grabbed the banner with her tail before she forced it off her face by ripping it off. She then spun around to Rarity and hissed. "I've had just about enough of you! You and your pathetic taste in fashion!" she said as her body rose up high in front of Rarity, her mouth opened and her fangs shot out.

Rarity looked up at Zelga with fear and screamed loudly, seeing Zelga about to strike down at her. She would've ran, but Zelga was so close that she would've caught her in an instant. She was scared stiff.

I saw this and took off into the air to fly to her. "Rarity! No!" I yelled as I flew, looking as though I wasn't gonna make it in time.

While Rarity continued to scream, Zelga was about to drop her head down to her to strike, but before she could, she felt a strong crushing pain on the end of her tail. Zelga yelped in pain before she turned her head around to see what was going on with her tail, that's when she saw Spike clinging to it tightly. "Leave her alone, you scally witch!" he said before he opened his mouth and bit down hard on Zelga's tail. Zelga yelped again before she raised her tail up to her head-level so her face was right in front of Spike's.

Spike opened his eyes and saw her staring at him with an angered look. Spike removed his mouth from her tail and smiled nervously. "Haha…did I say 'witch'? I meant 'beautiful snake'. I love your scales, by the way." he said as he rubbed her scales with his claw.

Zelga smiled brightly. "Why thank you." she said before her smile turned devious with a hint of evil. Suddenly, Zelga threw her tail down with Spike still attached and slammed it on top of him with a loud thud.

I stopped in mid-flight and gasped loudly at the sight of this. "Spike!" I yelled in shock and fear over how that would've hurt him. Twilight and the others saw this and had shocked looks with mixers of fright and concern.

Zelga grinned as she lifted her tail and it peeled off Spike. Spike laid on the ground, covered in dirt and bruises as he groaned in pain. He tried to get back up, but he was too weak from the hit and fell back to the ground. Zelga raised her tail up to strike it down on Spike again, but was stopped when something struck the side of her face and exploded against her.

Zelga turned to see me hovering in mid-air, holding a green baseball-bat in one hoof while holding a bomb in my other hoof. "Don't even think about it." I said before I threw the bomb into the air and whacked it with the bat when it came back down. The bomb shot down to Zelga and struck her right in the face before exploding on impact.

Zelga shook away the dusk before she growled in anger, she then stuck her neck out and breathed fire up towards me. The bat disappeared before I flew away through the air in an attempt to stay away from her fire-breath, but her long line of purple fire wasn't far behind me.

Meanwhile: Canterlot

Rainbow Dash continued to hover in front of the giant air-hole while Celestia and Luna flew up to it to speak to her. "Discord told us that you needed us to lower the moon and raise the sun. But why? What's going on down in Ponyville?" Celestia asked in a serious tone.

"It's Zelga! She's back in Ponyville and she's the one behind all this. Matt and the others are fighting her off, but I don't know how long it'll be before she gets the upper hoof. We need you to raise the sun to weaken her and give us a fighting chance!" Rainbow Dash said in a concerned voice, hoping for them to hurry up.

Celestia and Luna looked at each other before they returned their attention to Rainbow Dash. "But we may not be able to use our powers within this dome." Luna said with doubt.

"You have to try! It might be our only shot at beating her!" Rainbow Dash yelled before she realized that she just yelled at the Princesses and smiled sheepishly. "Umm…your highnesses." She said before laughing nervously.

Celestia then looked down at Ponyville and saw a small glimpse of the action going on down there, she looked up at the moon before she sighed. "We have to try, sister, for the sake of Ponyville and possibly all of Equestria." Celestia said as she turned to face Luna.

Luna looked at Celestia with a confused look. "But the dome, it'll keep our magic from having any effect on anything outside." She said, unsure of it would ever work while they were trapped there.

"We shall share our magic…it will be difficult, but it may be enough to break through Zelga's spell." Celestia said as she hovered over to Luna. Once close enough, Celestia and Luna lowered their horns towards each other until the tips touched.

At that moment, both their horns started to glow brightly until the aura started to mix. Celestia and Luna both grunted and gasped as the tips of both their horns started to glow brightly in a mix of blue and yellow magic. It built up more and more until it eventually burst in a powerful magic flash. Luna and Celestia screamed in pain as their power pushed its way through Zelga's dome.

Soon enough, the moon in the sky started to lower slowly. Rainbow Dash noticed this and smiled widely. "You're doing it, Princesses! Keep it up!" she said as she watched the moon move lower and lower while the Princesses struggled to keep up their strength.

Meanwhile: Field outside Ponyville

As the moon lowered in the sky, the girls and I continued to fight off Zelga. Unfortunately, it wasn't going as smoothly as I had hoped.

I grunted in pain as I was slammed to the ground, Zelga held my tail in her mouth as she picked me up and threw me across the area. I hit the ground hard and slid across the grass until I eventually stopped in front of Applejack. I slowly looked up at her and held my hoof up to her. "T-Tag me?" I said, struggling to talk due to the pain and possible collapsed lung.

Even if she would've done, Applejack didn't have time to tag me as I was dragged away by Zelga again. Zelga held me up high before she threw me to the ground again, she then lifted her tail and attempted to slam it down on top of me. However, before it could hit me, I used my power to form a force-field around myself. Zelga's tail slammed right on top of it, making my grunt as I struggled to keep up the force-field up.

Zelga lifted her tail and slammed it on top of me again, she did this repeatedly, making my force-field begin to crack with the impacts. Zelga knew it wasn't long before it broke, so she was gonna make this one the last, she lifted her tail up high and prepared to throw it down. But before she could, a lasso shot up and latched onto Zelga's snout, tightening her mouth shut as it pulled away.

Zelga, with her mouth sealed by the tight rope, looked to where the lasso came from and saw Applejack pulling back on the rope with her mouth. Pinkie rushed up to her and pulled on the rope with her mouth as well, doubling the strength as they attempted to pull Zelga towards them.

While she was distracted, I made the force-field disappear and flew up to Zelga's face and punched Zelga across the face, I repeated this a few times before Zelga's tail whipped out and wrapped itself around my leg and tossed me away again.

I was send flying into the sky before I caught the air with my wings and took control of my flying. Once settled, I looked down at Zelga and saw her grab the lasso rope with her tail, she yanked on the rope hard, pulling Applejack and Pinkie towards her. They both smacked into Zelga's chest they slide down her smooth under-belly before falling off onto the ground below.

Zelga then strongly opened her mouth wide and snapped the rope off her snout, she then looked down at Applejack and Pinkie Pie before she took a breath and spat acid down at them. Pinkie and Applejack rolled out of the way just when the acid was about to hit them, it burned through the ground and melted the earth. But this didn't stop her, she chased after them and kept spitting acid at them, Applejack and Pinkie struggled to run as they continuously dodged her spits.

While this was happened, I flew behind Zelga and followed her. I then created a buzz-saw disc in my hooves and threw it down towards Zelga, it struck her back and cut into her flesh, despite her touch scales.

Zelga stopped her pursuit and screamed in pain, her tail flung up and tried to pull the saw out. But suddenly, I landed on her back and struck the saw-blade, making it go in deeper and wounding her more before it disappeared. Zelga screamed again before she smacked me away with her tail, making me crash to the ground.

Applejack and Pinkie Pie stopped in their tracks and looked back to see me fighting off Zelga. They wanted to help, but they didn't know what to do, nothing they had could stop her.

Zelga shot her head down towards me, but I rolled over and her head smashed into the ground. She retracted it and attempted to do it again, but I rolled to the other side and her head smashed into the ground again. I knew I couldn't do this forever, so I quickly created a green glowing ball of light in my hooves before I threw it up at Zelga.

It struck against her face and exploded in a bright flash, Zelga yelped as she closed her eyes tightly, she rubbed her eyes with her tail to try and fix her vision.

While she was temporarily blind, I got up and galloped away towards Applejack and Pinkie, my galloping turned into flying to reach them faster. "C'mon!" I said loudly as I flew over them, Applejack and Pinkie soon started following me to get away from Zelga as she recovered. Soon enough, we came across an area with a bunch of large boulders, I dove down behind one and poked my head over it to see Applejack and Pinkie coming towards it. "Over here, quick!" I yelled to them as I waved my hoof to tell them to come faster.

After a moment, Applejack and Pinkie reached the boulder and leaped over it. The three of us hid behind it, huddled up together, hoping Zelga didn't see us. We waited a moment, but nothing happened, meaning Zelga didn't see us.

Once we knew it was safe, I looked up at the sky and saw the moon lowering closer to the horizon. "Come on, come on! Now would be a good time!" I said in a loud whisper.

Applejack breathed heavily as she turned her head to face me. "Where's Twilight and the others?" she asked with a slightly frightened look on her face.

I looked at her. "I don't know! But we have to keep Zelga away from Twilight at all cost, that's the top thing that matters to me right now." I said before I looked over the rock to see what Zelga was doing, I saw her rub her eyes with her tail before she started to blink them better.

I dropped back down and looked left and right to Applejack and Pinkie. "Ok, as long as we hide here and no-one gets her attention, we might be able to hold out until the sun goes down." I said quietly with the two girls nodding in agreement.

Suddenly, we heard slivering noise behind the rock and we knew Zelga had fixed her sight. She was looking for us. We heard her hiss as wondered around the area. Good thing this wasn't the only boulder in the area. "Little pigs, little pigs…where are you?" she said gently. "I know you're still here somewhere, but I will find you." she said before she remembered one little flaw with our hiding place and smirked. "…Marko!"

"POLO!" Pinkie yelled with cheer as she jumped out of our hiding spot.

Zelga spun around to our direction. "Gottcha!" she said before she rushed over to our boulder in a blink of an eye and breathed fire down towards it.

I grabbed Pinkie with my hooves and we all pressed ourselves against the boulder, Zelga's fire struck the back of it, but the fire didn't go around the boulder enough to reach us, we were safe. But as soon as the flames stopped, I knew Zelga would try something new, but I wasn't gonna give her the chance.

I spun around and grabbed the boulder with my glowing green hooves. I then hoisted the boulder up over my head, all the dirt and worms fell from the bottom as I lifted up high above me. As Zelga shot her head down to me with her mouth open wide, I threw the boulder up towards Zelga. It struck against her mouth and plugged it up. But this didn't stop Zelga, she bit down on the boulder hard until it smashed to pieces.

After seeing this, I stared at her with awkward wide-eyes. "Umm…guys…run!" I said loudly before I created two small axes in my hooves and flew at Zelga, ready to fight her more and give Applejack and Pinkie more time to get away to safety.

Meanwhile, Twilight and the others rushed over to attend to Spike. Jeff and Peewee were already there to try and spark some life into him. "Wake up, buddy! Wake up!" Jeff said before he slapped his wing across Spike's face, but it didn't work…no surprise.

Twilight and the others stopped in front of them and looked down at Spike in concern and worry. "Is Spike alright?" Twilight asked in concern.

Jeff looked up at her. "I don't think so, he's not waking up and he looks hurt." he said, looking down at Spike and seeing his injuries.

Twilight then used her magic to pick up Spike gently, she turned to Rarity and hovered him over to her. "Rarity, get Spike to safety, he can't stay here in this mess." She said as she lowered Spike onto Rarity's back.

Rarity instantly nodded. "Of course!" she said before she looked back at Spike with concern. "Hold on, Spikey-wikey, you'll pull through." She said before she galloped away towards the town as fast as she could.

While this was happening, Twilight looked back at Fluttershy with a serious look. "Zelga won't get away with this! We're gonna stop her, no matter what!" she said, feeling a mix of concern and anger.

Fluttershy nodded in agreement. "Ok, but do you think the Princesses will lower the moon in time?" She asked as she pointed her hoof up at the moon as it was half-way down the horizon.

Twilight turned around to face it before she sighed. "We have to hope so, otherwise Zelga will win before we have a chance to stop her." she said before she returned her attention to Fluttershy. "Which is why we need to delay her, keep her occupied until the sun comes out." She said with a serious tone. Twilight then turned around to see me and Zelga fighting in the distance. "C'mon, we've got a lot of work to do." she said before she and Fluttershy rushed towards us to help.

During this time, Zelga's tail swung at me and I blocked it with the battle-axes I held in my hooves. Her scales had proven to be tougher than I thought, my axes couldn't make a dent in them, it was like trying to stab into a car-tire. All I could do was whack in the face with them. But it only annoyed her.

Zelga hissed loudly before she spat acid at me. I quickly put up a large green shield in front of me and it blocked the acid from touching me. Once I took it down, I shot towards her with my axes, but she rose her tail up and blocked my axes. "You think you can beat me, don't you? You actually believe it! I'm stronger than Thorn ever was, I'm more powerful than then him and that's why you don't stand a chance against me! It takes more than a Sonic Rainboom to defeat me in this form!" she said as her tail started to press hard against my axes, making me lowly move downwards.

I grunted as I glared up at her. "Who…said anything about using a Sonic Rainboom?" I said as I used all my strength to hold my axes in place.

Zelga raised her eye-brow in confusion and wondered what I meant. But before her wonder could go any further, a beam of magic struck against her face and she pulled her tail away, she used it to block the beam as she looked to see it was coming from Twilight, standing not far away from her.

As Twilight tried to keep Zelga at bay, I flew over to her and landed next to her. "Twilight, you need to go now! It's not safe for you here." I said with a concerned tone.

Twilight kept her eyes completely focused on Zelga. "I'm not going anywhere. All of Ponyville is in danger and we need to stop her…and that means all of us." she said with a few grunts as she kept her beam going.

I would've made an argument, but if there's one thing I learned from Twilight, it was this. When she's made her mind up, its pointless arguing with her. I turned to face Fluttershy and rushed up to her. "Fluttershy, can any of your animal friends help us? Maybe that bear or something?" I asked, sounding desperate for another way to fight Zelga.

Fluttershy gasped a little before she shook her head. "No! I couldn't do that. My animals could get hurt or worse. I want to stop Zelga as much as you do, but I can't do that to my animals." She said with a voice of sorrow.

I sighed heavily. "Well there has to be something we can do. I can't just keep fighting her with my powers, she's learning my every trick. At this rate, we'll never stop her!" I said slightly loud.

Just then, out of nowhere, Jeff and Peewee swooped in over our heads. "We've got her!" Jeff said as they both flew up to Zelga and started attacking her face, they both brushed and slashed their talons against her face. But, of course, they weren't strong enough to cut into her scales. Zelga closed her eyes tightly, struggling to cope with both the birds attacking her face and Twilight shooting a strong beam at her.

I saw this and decided to take advantage of this opportunity. I turned to Fluttershy. "Ok, if there's anything you can do to help at all, then do it. But if there isn't, then get someone safe. Ok?" I said.

Fluttershy nodded once. "Ok. I'll go find the others…be careful, Matt." she said in her gentle voice before she turned around and flew away. I wasn't sure if she was doing something to help us fight Zelga or just getting to safety, but I was fine with whatever, I couldn't force her to fight if she couldn't.

Once she was gone, I spun around to face Zelga before I flew over her as quickly as I could. My hooves glowed green again before I grabbed her large tail, I then turned around and shot up to the sky. Zelga was shocked and surprised as she found herself being pulled upwards fast. I flew as high as I could carry her before I threw her over my shoulder and down towards the boulder-filled area.

As she fell, Zelga scream in fear before she crashed to the ground, smashing into a few boulders as she did. As the dust cleared, Zelga groaned as she slowly picked herself up. But her recovery was cut short and I shot down like a bullet ride on top of her, making her crash into the ground once again.

I picked myself up and brushed the dust off my body. I turned my attention to the horizon, I saw the moon had already set and the sun was rising, I could see the sunlight already coming out brighter and brighter.

I then heard a rumble noise behind me and I spun around quickly, but we met by Zelga's tail smacking into me, sending me flying through the air and crashing into one of the boulders. I weakly picked myself up only to be pinned back down by Zelga's tail, I looked up and saw her head lowering towards me with her mouth open wide. "*Hissss* Haha…this is the most fun I've had in years. Shame it has to end now, I wanted to play with you some more. But you know what they say, nothing lasts forever." She said as a small amount of smoke floated out of the corners of her mouth.

As Zelga lowered her head towards me, I looked past her and saw the sun start to rise over the horizon and into the sky. I smirked before I returned my attention to Zelga. "No, they don't…not even you." I said before I used my power to send strength all through my body. Once that happened, I managed to push myself up from under Zelga's tail until I was back on my hooves.

Zelga growled as she pushed her tail down against me, but y power made me too strong for her. I smirked again before I shot up past her tail and into the air before I quickly flew up to Zelga and punched her so hard in the face that it made her spin around. While she was in a daze, I used my power to create a long green chain before I flew around Zelga's neck until it was tied tightly around it. I hovered behind Zelga's head before I pulled back hard on the chain.

Zelga gasped and choked as I forcefully pulled her head back, making her face upwards. Zelga, struggling to breathe, weakly opened her eyes and saw the sun rising in the sky, starting to shine brightly.

"Sorry Zelga…but this is where this game ends. The darkness can't help you now!" I said loudly as I waited for her to start weakening in the sunlight.

However, after a moment, nothing seemed to happen. I kept hold of the chain around Zelga's neck and waited for her to start burning, but she didn't. Zelga turned her head around to face me before she smirked. "Was something supposed to happen?" she said, sounding smug.

I was confused by this. I remembered what happened to Thorn when he was in the sunlight, he burned and weakened like a vampire, why wasn't it working for Zelga. "W-What the Hell?...Why aren't you-"

"Why am I not burning up like Thorn did?" Zelga asked, keeping her smirk. "Simple answer, Thorn's strength came from the darkness and he was weak in the light. But, my strength doesn't come from the darkness…thus, my weakness isn't the light." She said before her tail rose up from behind me and smacked me away.

Due to this sudden attack, the chain I created disappeared and I crashed to the ground. I quickly picked myself up and spun around to face Zelga, she slivered over to me and hissed loudly. "Wow, I can actually feel the awkwardness from here. I actually thought you would've figured that out sooner. But I suppose that's what happens when you spend most of your life with your head in the clouds." She said with a glare as she stopped in front of me.

I stared up at her with a small amount of fright before I realised what she said. "Wait…I don't spend my time with my head in the clouds. I don't work for the weather group." I stated.

Zelga threw her eyes. "It was a figure of speech, you idiot!" she said before she opened her mouth wide and spat acid down at me.

Once I saw this, I created another forcefield around me and it protected me from the acid. As soon as it was gone, I made the forcefield disappear before I shot into the air away from Zelga. As I flew, I began to panic, this was supposed to be our advantage against Zelga and it didn't work, I didn't know what else we could do. I soon stopped high in the air and looked down at Zelga to see her staring up at me from the ground.

We kept staring at each other, waiting for one of us to make the first move. Suddenly, Zelga's glowing white eyes flashed black before she chuckled. "You're scared…perfect." She said before her body began to glow purple, dark-purple flames ignited on her back before a large pair of bat wings burst out of her back.

Seeing this, my eyes widened in fright. "Oh crap." I said to myself as I watched Zelga start to flap her new wings.

Within a moment, Zelga started to float into the air, her wings flapping harder and harder until she got the hang of it. Zelga looked up at me again and grinned. "Well what can I say? You just can't keep a bad girl down." she said before she gave her wings one hard flap and took off into the air, flying rapidly towards me.

I quickly spun around and flew away as she chased me through the sky. As I flew, Zelga opened her mouth and breathed fire at me. I quickly dropped to avoid her flames before I dove down from the skies, Zelga dove down after me with her wings folded up to give her extra speed.

As I dove down towards the Earth, which was getting close with each passing second, I looked back and saw Zelga approaching faster. Her mouth opened wide as she got close to me, ready to chomp down on me with one bite. I then unfolded my wings and flapped hard to make me go down faster, which helped me avoid her hard snap of her jaws.

We were soon approaching the ground, I began to think I was going too fast to pull up and avoid crashing. But soon enough, I reached the breaking point and spread my wings in a way that made me pull up. I just about missed the ground as I started flying above it. Zelga did the same in her pursuit, but she didn't miss the ground as much as I did.

As Zelga pulled up, her underbelly made contact with her ground and practically wrecked it, leaving a giant long streak of destroyed dirt and grass behind her. I soon pulled back up into the sky and Zelga followed.

As we both returned to the high clouds, Zelga eventually caught up to me and he tail flicked up ahead of her and wrapped around one of my hind-legs. She then yanked me back before she stopped flying. Zelga chuckled before she swung me back and forth quickly to get me in a daze.

Once I was good and dizzy, she tossed me into the air and waited for me to fall back down. I would've taken flight then, but I was too dizzy to even know which direction I was facing in. I fell back down only to be smacked away by Zelga's tail, sending me flying away and crashing through some of the clouds.

As I slowed down, I began to recover from the strong strike and gained control of my flight. As soon as I did, I turned around to where Zelga was and growled in frustration. My Elemental armour glowed and my hooves glowed brighter. A pair of giant green fists appeared on each of my hooves and I flew back towards Zelga, punching my way through each cloud that got in my way.

Eventually, I reunited with Zelga and shot over to her without giving her a second to react. I then threw a punch at her with one of the fists and it struck her hard in the side of her face, making her fall down a little. Before she could recover, I slammed the other fist down on top of her and it made her fall down even more. While she was recovering, I slammed both fists together and it merged into one giant fist, which I then launched at Zelga like a missile.

Zelga slowly looked up at me only to be met by the fist, striking her right in the chest. Despite the hard impact, the fist remained intact, pushing Zelga down towards the Earth with great force like a commit.

Meanwhile, I dove down to catch up with Zelga until I was side by side with her. I gave her a single glare before I flapped my wings harder to go ahead of her, wanting to reach the ground before she could.

I managed to get way ahead of Zelga until I was about to reach the ground, my entire body glowed green as I crashed to the ground, protecting me from the impact and allowing me to land perfectly on my hooves. Once there, I spun around and looked up to see Zelga approaching me, still in an uncontrollable fall due to my giant fist still pushing her down.

I tried to think of a way to strike again and make Zelga weaker. Eventually, I came up with something and I smirked. I stood up on my hind-legs and created a giant boulder with my fore-hooves. I lifted it up until it was pointing and Zelga and I launched it up to her like I did with the fist. It shot up towards her until it struck into her back. The strong force of the fist pushing down against her chest and the boulder pushing up against her back was enough to almost crush her body, Zelga screamed and gasped in pain at this.

In an instant, both the fist and boulder disappeared and Zelga, weak from this sudden attack, fell down until she crashed to the ground nearby.

I then took off into the air and flew over to Zelga's crash site. Once I reach it, I saw Zelga lying unconscious in a small crater. I hovered over to her until I was right above her body. If there was a chance to finish her, it was now. I used my power to create a great sword in my hooves. I pointed it down at Zelga's body and raised it up, ready to strike her down. Usually, I'd offer a chance for her to stop and give up, but after everything she had put me and my family through…I was out of mercy.

But before I could stab the sword down into her body, Zelga's tail suddenly shot up and wrapped around my body, making the sword vanish into nothing. Zelga opened her eyes and raised her head with an angered look on her face. I struggled to get free of her tail, but she had a tight grip around me.

Zelga got up and hissed at me before I felt her tail start to get tighter around me, making me gasp and grunt. "I've had it with power of yours! No Element was ever supposed to give anyone this kind of strength!...So here's what I'm gonna do…I'm gonna keep crushing you until that armour breaks or you break…which even comes first!" she said in a frustrated tone as her tail's grip got even tighter.

I could feel my body start to be crushed until I found it hard to breathe. But before Zelga's tail could grip me tighter, a large bolt of lightning shot down from the sky and struck her tail, making Zelga yelp in shock and pain as she released me.

I fell down to the ground hard and groaned as I looked up to where the lightning came from, that's when I saw Rainbow Dash hovering down to us on a black cloud. "Aren't you supposed to be burning up right now?" she asked while glaring at Zelga.

Zelga shook the pain off her tail before she glared up at Rainbow. "And I've had it with you girls too!...Change of plans, I'm gonna get rid of all of you and then kill Matthew, it'll certainly be easier without you interrupting us all the time!" she said before she spread her wings and flew up towards Rainbow Dash.

Seeing this, Rainbow lifted her fore-hooves and slammed them down on the cloud, making another lightning bolt shoot out. As Zelga flew up, she used one wing to block the lightning bolt, it struck against her wing and did zero damage. Once the bolt died away, she resumed to flap both her wings to fly up to Rainbow Dash with a vicious growl.

I was still a little weak from being almost crushed, but when I saw Zelga heading up towards Rainbow, my eyes shot wide open and I got back up onto my hooves. I quickly took off into the air and flew as quickly as I could up towards Zelga.

As Rainbow continued to make the cloud shoot lightning bolts down at Zelga, she kept dodging them, sending them straight down to me. I yelped each time I was forced to dodge them, shifting left, right, up and down. Some lightning even shot over my head and scorched the top of my mane. "Note to self, never go near Rainbow when she's kicking storm clouds." I said to myself while staring up at my slightly burned hair. I then returned my attention to Zelga and kept flying up to her.

Soon enough, I caught up to Zelga and grabbed her by her tail with my hooves. My hooves glowed green before I yanked her back towards me, this stopped her from going for Rainbow Dash and I shot up towards her face while she was caught up in her surprise. "Stay away from her!" I yelled before I spun around and bucked her in her mouth. My hind-hooves struck one of her two main fangs and it broke it off.

Zelga yelled in pain as her tail came up and she held her mouth with it, her fang fell down to the Earth and disappeared as it fell lower. While Zelga was trying to tend to her great wound, Rainbow saw this as a chance to strike. She slammed her hooves against the cloud again and it sent another powerful lightning bolt down at Zelga.

It struck against Zelga and shocked her entire body, Zelga screamed in pain until she was rendered unconscious…for real this time. We both watched as Zelga fell from the sky and down towards the Earth, it didn't look like she was going to wake up in time to stop her fall.

I took some deep breaths to calm myself down before I turned my attention to Rainbow Dash, I flew up to her and stopped in front of her. "Are you ok?" I asked her in a concerned voice.

Rainbow nodded. "Yeah, I'm fine…takes more than that to scare me." she said with a confident grin.

I smiled in amusement to this before it went away. "We better get back to the others. I've seen Zelga take a lot of hits today, I don't think this'll be enough to stop her." I said as I flew past Rainbow and made my way down to the town with Rainbow following behind.

A few minutes later: Ponyville streets

After a short flight, Rainbow Dash and I soon arrived back in Town and saw Twilight & the others in the street, which included Rarity who must've re-joined them while I was dealing with Zelga. We flew down to them and landed nearby, Twilight and the others saw us land and they all rushed over to us. "Matt!" Twilight called as she rushed ahead of the others.

I galloped up to her and hugged her tightly once I reached her. We hugged for a moment before we pulled away and looked at each other. "I'm so glad you're ok." I said with a small smile before it went away due to a bad thought. "You are ok, aren't you? Are you hurt at all?" I asked as I searched her body for any injuries.

Twilight shook her head "No, I'm not hurt…are you ok?" she asked in concern as she rubbed one of her fore-hooves against my neck.

I nodded. "Yeah, I'm fine." I said before I suddenly felt a sharp pain in my rips, I grunted in pain and I clenched it with one of my hooves. Twilight gasped as she held me with one hoof, keeping me from falling to the ground. "It's ok…it's ok…I've got it." I said as I managed to stand back up on my own.

Applejack then walked over to us and looked at me with a confused look on her face. "Did Zelga do that to ya? I thought the sun was supposed to weaken her." she said, looking up at the sun and using her arm to protect her eyes from the bright morning light.

I looked at her with an even more confused look. "So did I…but it didn't even give her a sun-burn. She just laughed, saying she didn't share the same weaknesses as Thorn." I said.

"So what do we do? The sun was supposed to be our last chance to beat her. If that doesn't work, then…we've pretty much already lost." Fluttershy said as her ears dropped in hopelessness.

There was a silent moment between all of us before I broke it. "No…we haven't…she said that Thorn's weakness was the sun because his powers come from the darkness, so that might mean Zelga's power comes from something else. If we can figure out what that is, we'll be able to find the weakness." I said strongly, trying to come up with at least something to fight back with.

Rainbow then hovered over to me with an unconvinced look. "Sure Matt, we'll just walk up to Zelga and ask her where she gets her power from…how the hay are we supposed to know where she gets her strength from?!" she said loudly, making it sound impossible.

I looked up at her. "I'll think of something…she's been talking to me all day, maybe she said something that at least drops a hint." I said before I tried to think back at all the important times Zelga's talked to me. It was hard, but there had to be something.

While I was thinking, Twilight looked up at Rainbow Dash with a worried look. "Are the Princesses ok?" she asked in concern.

Rainbow turned her attention to her and nodded. "Yeah, they're fine. They're not suffocating anymore, but they're still trapped. I don't know how we're gonna get them out of there." she answered. Hearing this made Twilight feel both relieved and concerned at the same time.

Applejack then walked up beside her and placed her hoof on her shoulder. "It'll be alright, Twilight, we'll get 'em out of there. If we can beat Zelga, all her spells will be broken, right?" she asked with a gentle smile.

Twilight turned her head to face her and returned her smile. "Yeah…but I just don't know how we're gonna beat her. If her weakness isn't the sunlight, then what is it?" she asked before she sighed. "*sigh* Thorn actually made it easy, at least we knew what he had power over." She said as she looked down at the ground.

Upon hearing that, I thought back to all the times Zelga used her power, that's when is struck me. I realised what her power was and what she could control or use against us. "Oh my god…I know what it is…" I said before I turned my attention to everyone. "It's our fear." I finished.

They all looked at each other in confusion before they returned their attention to me. "What are you talking about, Matt?" Rainbow Dash asked in confusion. "What makes you think Zelga's gets her power from our fear?"

"When she revealed her true self to me, she used the Fear Hex on me, a spell that turned my deepest fears against me. Then earlier, when the sunlight didn't weaken her, I got a little frightened and worried, then she got more powerful from it and grew a pair of wings, like she fed off it." I explained, hoping I was really on to something.

Applejack rolled her eyes. "That might be what it looks like, but I'm sorry to say I don't think it's enough to go on right now." she said, sounding unconvinced.

I looked at her and raised my eye-brow. "I also could've sworn I once heard her called herself the 'Alicorn of Fear' when she caused me with the Fear Hex, just like how Thorn called himself the 'Alicorn of Darkness'." I said, countering her argument.

Applejack's unconvinced look went away and was replaced by a stunned look of slight shock. "…Well that shut me up." she said in a simple tone.

"But how are we supposed to use that against her? We've all been fighting Zelga all night and she hasn't gotten any weaker." Rarity said.

At that moment, Pinkie shot up beside me and looked me right in the face. "Yeah, I mean, it'll obviously take a lot more than all of us to stand up to her. If her weakness is bravery, then we'll need a super-duper load of bravery. Like, a whole army of brave ponies to drain her power over fear, or maybe a whole city!" She said, zipping over from one pony to another.

Twilight thought about what she said before a moment before she gasped. "Or maybe a whole town…" she said out-loud before she turned her head to face me. "Matt, can you keep Zelga busy for a little while? I've got a plan that might help us beat her." she said with a small confident smile.

I looked at her with uncertainty before I answered. "I'll try, Twilight…but what do you have in mind?" I asked curiously.

"You'll see, but we need time. If you find Zelga, you need to lead her away from the town, it might not work if everypony hears you crashing through everyone's house." Twilight answered.

I thought about it for a moment, concerning all the pain I'll probably go through to do what she wanted, but I knew it had to be done and nodded. "Ok Twilight…but please, be quick…I'm not sure I can take much more of this." I said, placing my hoof on my injured body.

"We'll be as fast as we can." Twilight said before she leaned in and kissed me on the cheek. When she pulled away, she smiled at me sweetly before her horn glowed. "By the way, I think this'll help you a bit." she said. That's when I saw my Horned-helmet hovering towards me, Twilight then used her magic to place it on my head.

"Be careful, Matt." Rarity said with a small smile.

I turned my head to face her and returned my smile. "Like I keep saying, I'm always careful." I said. Usually when I said that, something happens that shows I'm not very careful, so as soon as I said that, I looked around for anything that could be coming at me, but there was nothing. "Huh…nothing this time, that makes a change." I said to myself out-loud.

But suddenly, there was a giant crash from the cottage beside me and Zelga shot through, still in her snake form and with her mouth open wide. Her face crashed into me and took me away through another cottage and away from the girls.

The Mane 6 stood there, completely stunned by what just happened, wide-eyed and mouths hanging open. "…Well, didn't see that coming." Pinkie said, breaking the silence.

Twilight then returned her attention to the others and spoke. "Ok girls, let's get to work." She said before she looked over to Pinkie. "Pinkie Pie, do you have a bullhorn anywhere? We're gonna need it." she said.

Pinkie looked at her and nodded with a smile. "Yeah, I have one at my house." she said before she rushed away down the street to go back to her house, with the rest of the Mane 6 following behind.

-Meanwhile-

After crashing through a number of cottages, Zelga stopped with me inside her mouth and rose up high, she then opened her mouth and threw me down to the ground. I crashed into the ground hard and grunted on the impact.

I weakly opened my eyes and saw Zelga's head shooting down towards me with her mouth wide open again. I quickly leaned up and the horn on my helmet glowed brightly before it shot a powerful beam up towards Zelga, it struck inside her mouth and made her feel a painful shock in her throat. Zelga stopped and pulled her head away as she choked a little.

While she was distracted by her choking, I got up onto my hooves before I stood up on my hind-legs and stuck my fore-hooves up to Zelga, I then used my Elemental power to create two green dragon head on both my hooves before they both breathed powerful green fire at Zelga. To top it off, I used my helmet to shoot another powerful beam at her at the same time.

Zelga's scales were strong enough to protect her from the fire and the beam of magic, but it made things difficult for her to focus on things. But while I was busy doing all that, Zelga's tale came around from the side and smacked me up into the air, making both my dragon head and beam disappear. Within the same instant, Zelga's wing came down on me and smacked me into the ground again.

Before Zelga could do anything else, I quickly recovered from this attack and created a large spiked mace, which I then swung up at Zelga and it smacked her in the side of her face, making her fall over onto the ground. Keeping the mace in hand, I shot up into the air and prepared to slam the mace down on her head.

However, Zelga quickly slivered away just as the mace struck the ground where her head way. I looked over to Zelga to see her head thrust towards me with her mouth open wide. I then quickly lifted up to the mace and held it in front of myself, protecting me from Zelga's attack as she bit down on the handle of the mace.

Zelga bit down on the mace handle hard as she pushed herself forward, I began to lower to the ground until my hooves touched the grass. I pushed upwards with all my strength to try and keep me from going any lower, but it was hard with what little energy I had left from this fight.

But after a moment, I managed to summon a little more strength and push upward hard, pushing Zelga away enough for me to swing the mace into the side of her head, making her stumble a little. While she was in a small daze, I created a laser-cannon around my other hoof and pointed it at Zelga, which I then fired. A powerful green beam shot out of the cannon and struck Zelga's body, sending her flying backwards and crashing into the ground, she skidded across the grass and slammed against the wall of one of the cottages.

With both the mace and the cannon still in hand, I remembered back to when I merged the energy fists together to create a bigger one and wondered what would happen if I did the same with these two weapons. I looked at them with both nervousness and excitant before I slammed them together. In a bright light, both the mace and the cannon merged together to form something new.

When the light finally faded, I looked to see the weapons had transformed into a large cannon with a mace-head sticking out of the front of the nozzle, working as the ammo. I stared at it with awe before I spoke. "Huh…cool." I said with a smirk before I turned my attention to Zelga, who was starting to come around.

I took off into the air and shot towards her as fast as I could. As I got closer, I pointed the weapon at her and fired it. The large mace-head shot out of the cannon attached to a long chain and hurled towards Zelga.

Zelga get up and shook off the grass and dirt before she spun around to face me while hissing madly with what was left of her teeth unfolded, only to be struck in the chest by the mace-head, smashing her against the cottage wall and breaking it apart.

The chain attached to the mace-head started to move backwards and pulled the mace-head back towards the cannon rapidly. It continued to do this until the mace-head returned to the cannon and was ready to be fired again. Once that happened, I pointed the weapon at Zelga again and fired it down to her.

However, unlike before, Zelga slide out of the way and the mace crashing into the cottage behind her. Zelga then quickly grabbed the chain with her tail and yanked on it, pulling me towards her hard. In that instant, Zelga's tail shot up and grabbed me with it before she slammed me in the ground, making the weapon disappear.

Zelga smirked before she lifted me up slowly until I was face to face with her. "Aww…baby learned a new trick, I'm so proud of you." she said as the tip of her tail slipped under my chin and lifted my head up so I would face her. "Shame you won't be able to learn anything else." She said before her tail smacked my helmet off and her mouth opened wide, looking as though she was ready to eat me.

I tried to struggle out of her tail's grip, but she was holding me too tight, I could barely move. As her got closer, I could smell her breath and prepared for whatever was gonna happen next. Suddenly, Zelga yelled in pain as she pulled her head away, I looked up at what was attacking her and saw Jeff and Peewee attacking her face. "This is for Spike!" Jeff yelled as he scrapped his talons against her scales.

Peewee flew higher up her face before she grabbed her eye-lid with his talons, her yanked on it and stretched it upwards before finally releasing it, making it slap down into her eye. Zelga waved her tail around her face to try and swot them away, but they were too small to hit easy.

While waving her tail around, she loosened her grip around me and I managed to slide out of it. I took into the air and watched as Jeff and Peewee attacked Zelga. Suddenly, I heard a screeching noise behind me before I spun around, only to be struck in the face by two small creatures.

As they flew past my face, I felt two metal objects scratch my face. I yelped in pain as I felt both my cheeks to try and put pressure on the pain, the scratches on them began to bleed. I then looked around to see what those creatures were, but all I could see was the open area and Zelga being attacked by Jeff and Peewee.

Suddenly, from behind, the two creates flew past my body and scratch my body. I yelled again as I clenched my new wounds with my hooves. After a moment, I looked up to see if I could finally catch a view of the creatures, that's when I finally spotted them. They were two vampire bats with small blades on their thumbs.

They flew back around before they started flying towards Zelga, I continued to watch this until they both crashed into Jeff and Peewee. They both brutally attacked the two birds, throwing down their blades against them. "Stay away from the Mistress, this is her time!" the male bat yelled as he attacked Jeff.

Jeff and Peewee took the hits before they started fighting back, throwing down their talons like they were weapons themselves. I watched them fight each other before Jeff and Peewee flew away, the two bats chased after them to continue their fight somewhere else, leaving me and Zelga alone once again.

I returned my attention to Zelga and saw her rub her face with her tail, wiping away the painful feelings Jeff and Peewee left. Once she was done, she looked at me with a dark glare and growled in anger. I then looked down at my helmet on the ground before I quickly dove down to retrieve it. But before I could, Zelga's wing smacked into me and I was sent crashing into another cottage, creating a large hole in its wall.

Zelga took this chance to smack the helmet away before she slivered over cottage I crashed into and looked through hole, trying to spot me through the darkness. But suddenly, I shot out of it, hooves glowing brightly, and punched her right in the nose. The strength I put into the punch sent Zelga flying back and into another cottage, making her grunt.

Before Zelga could react, my entire body glowed green and I shot into her like a bullet, making us both crash through the cottage, wrecking it as smashed into the next street.

-Meanwhile-

After stopping at Sugar Cube Corner, Twilight and the rest of the Mane 6 galloped through the streets until they reached a centre point in the town. Twilight looked around and saw a lot of cottages in the area, cottages full of scared ponies hiding from Zelga's attack. Twilight looked around before she decided that this was the best place. "This spot will do." she said before she turned around to face Pinkie Pie. "Pinkie, the bullhorn!" she said as she held her hoof out to receive it.

Pinkie then pulled out the bullhorn before she held it out to Twilight. "Here you go." She said with a gleeful smile.

Twilight then took the bullhorn in her magic before she hovered it over to herself and held it in front of her mouth. She cleared her throat before she prepared to say what she needed to say, a speech she had practised in her head for the last for minutes. "Everypony! I need you all to listen to me! Matthew is doing all he can to fight against Zelga to protect us, but Zelga's growing stronger every minute because all of you are so scared of her! She's feeding off your fear of her!" she started, speaking through the bullhorn to make her voice heard.

As she continued, the frightened ponies began to poke their heads out from of the windows and doors of the cottages, along with some in many other unusual hiding spots, all listening to what Twilight was saying.

"I know you're all scared, so are we, but we need to bury that fear and stand up to Zelga. Otherwise, she'll win and Matthew will die…and Ponyville and possibly all of Equestria will fall under her power. Matthew's done so much for us, fought battles to help us and keep us safe…it's time we fought for him for once. Who will stand with us and fight back against Zelga…and show here that Ponyville isn't a town to push around!" Twilight said in a strong and intimidating voice before she grew a look of desperation. "Please…we have to help him." she pleaded.

The ponies all stayed silent, their frightened looks not fading away as they stayed where they were. They all wondered whether they should risk it and fight against Zelga or stay in hiding and wait for then inevitable. One thing was for sure, it didn't look like anyone was coming out.

-Meanwhile-

There was a loud rumbling in the streets before, suddenly, Zelga was shot up high into the sky above Ponyville, with me flying under her underbelly, pushing her upwards towards the sky. "I'm not gonna let you destroy the town anymore!" I said before I pushed her away into the clouds with all my strength.

Zelga spun through the air before she spread out her large wings and gained control of her movement. She flapped them to settle herself in the air before she looked at me with her glowing white eyes. "Fine by me! I'll deal with that foolish town once I've dealt with you." she said before she took a deep breath and breathed a strong amount of fire down towards me.

At this moment, I decided to try something new. My hooves glowed brightly before I stuck my fore-hooves out at the incoming flames. Within an instant, my Elemental energy caught the flames until it was trapped in a large green cypher, I then hoisted it over my head before I threw it hard up towards Zelga. It crashing into Zelga's body and she yelled in shock as the impact sent her flying through the air, breaking apart clouds on the way.

While this was happening, I slammed my fore-hooves together and green electricity flowed through both of them until they were full of shock power. Once that was done, I flapped my wings and shot up towards Zelga, gaining more speeding as I went higher and higher. I soon crashing into Zelga's chest and started puncher her body mercilessly, throwing one punch after another, sending electric shocks through her entire body.

I then pulled both my hooves back and charged them up with a large amount power before I punched Zelga in the chest with one, sending a large shock wave through her body. This made Zelga lean over in pain, allowing me to shoot up and punch her under her chain with my other charged hoof. The amount of shock she was going through was enough to make anyone go unconscious, but she kept strong and stayed awake, despite becoming a little weak by the beating.

While she was in this daze, I flew away get a good distance from her before I created two large green ninja stars in both my hooves, I then threw them towards Zelga and they sliced through the flaps in her wings, creating two large holes in them. Having no actual feeling in the flaps, Zelga didn't feel much from this attack, but she definitely noticed.

Zelga looked at me with a dark glare before she started flying towards me with great speed, a killing look in her eyes as she flapped harder to pick up speed.

I saw this, but I didn't try to avoid it. Instead, I stuck my hooves out to her and summoned the ninja stars to come back, which they did. Both ninja stars hurled back towards me from behind Zelga. One shot past her without touching her, but the other one sliced through the flap of her left-wing, making that wing useless to fly with now. Zelga stopped her pursuit as she struggled to keep herself in the air, one wing was flying properly, but the other just flapped wilding in the air trying to catch the wind. She started to slowly float down from the sky as she flapped her wings desperately.

I caught the ninja stars in my hooves before I made them disappear. I immediately saw this as an opportunity, if there was any chance to take her down a peg, it was now. I looked around at all the clouds around the area and developed an idea that was probably strong enough to end this. I once again filled my hooves with strong electricity before I stuck them out towards the clouds, shooting the electricity into the clouds.

The clouds then became dark and thundery, shooting strikes of green lightning as I continued to fill them up with more and more electricity. After a moment, I stopped and examined my creations. Two giant clusters of storm clouds hovering on each side of the sky, filled with my Elemental electricity. I then prepared to perform the next part of my plan.

I stuck my hooves out toward each of the clouds and, like what I did with Zelga's fire, I captured them in Elemental energy until they were linked to my hooves. Once I had hold of them, I closed my eyes and took a breath before I stopped flapping my wings and dove down towards Zelga, pulled the trapped thunder clouds behind me.

As I started to fall faster, I opened my eyes to see I was closing in on Zelga who was still trying to catch the air with her wings to fly again. I narrowed my eyes, trying to pinpoint the best time to strike, I waited for the right moment before it finally came. As I continued to fall, I swung both my fore-hooves out in front of me and it made the storm clouds swing around ahead of me until they both smashed together against Zelga, creating a large electronic explosion that sent as shock wave throughout the sky.

Other clouds were affected by the shock wave and they all turned black and started shooting out green lightning of their own. Ponies far and wide could see the green lights flash and shine in the dark clouds above.

They lightning from the clouds I smashed into Zelga shot out to other clouds before shooting right back, shocking Zelga even more and making her skeleton visible as the thunder and lightning struck violently. Eventually, the lightning stopped and Zelga was left singed and badly injured in the sky, her glowing white eyes dimed as she began to fall down to the ground below.

I watched her plummet to the ground, falling faster and faster as she suddenly caught fire, her entire body burned in dark purple flames until she finally crashed to the ground in the centre of Ponyville near the Town Hall, sending a large cloud of dust and dirt through the streets.

After a moment, I dove down towards the town until I eventually reached Zelga's crash site, her landing created a large crater around her. It was full of smoke and purple fire, so it was hard to see any remains of her through it all.

Suddenly, a powerful purple lightning bolt shot out of the fire and struck my body, sending me flying backwards before crashing into the ground on my back. I groaned in pain before I lifted my head up to look over to the flaming crater.

Zelga, back in her Alicorn form, leaped up from the fire and landed hard on the ground in front of me, the dirt cracking under her hooves. Zelga stood over me, panting hard with her teeth bearing in anger. Her eyes glowed red brightly, burning with rage, and her left wing was missing most of its feathers. Her horn glowed brightly with magic, ready to strike me again. "You…you….you little maggot! I'm gonna take great pleasure in making you suffer before I put an end to your miserable life!" she said before she shot purple lightning down at me from her horn.

I used my power to create a shield in front of me, protecting me from the zap, but smashing once it made contact. I panted hard when I saw this happen, I felt so weak and tied, I couldn't keep this up any longer. I then felt something on the ground with my hoof, I turned my head to see what it was and saw a piece of broken wood on the ground, it must've been from one of the cottages our fight destroyed.

I returned my attention to Zelga to see she was ready to shoot down at me with her magic again. Without thinking, I grabbed the piece of wood before I swung it up at Zelga's head, it smacked into her face and it made her shoot another lightning bolt into the sky. This allowed me a chance to make a quick getaway and I got up onto my hooves before I started galloping away.

However, I didn't get very far before I was suddenly picked up by Zelga's magic and thrown through the air and crashed into a high wall of the Town Hall. I then fell down from the building and hit the ground in a hard thud, sending me in a painful daze. Part of me wanted to just lie there and let this all just end, but I couldn't do that.

I slowly tried to pick myself up. But before I could, I felt a hoof press against my back and pin me back down to the ground. I coughed and weakly looked up to see Zelga standing over me with a satisfied grin on her face. "Hahaha…what's wrong, Matthew? Can't fight anymore? Shame…I was just getting warmed up." she said as her horn glowed brightly again.

"Then try us on!" A familiar female voice said behind her.

Zelga and I both looked in the direction the voice came from and were shocked by what we saw. It was Twilight and the rest of the Mane 6, with everyone in Ponyville standing behind them, all with strong looks on their faces as if they were ready to fight and fight hard.

Then something happened that surprised me. Zelga, the Alicorn of Fear, grew a frightened look like none she had used during this whole thing. She looked stunned, surprised by what was going on. In that moment, Zelga glared at them before she lifted her hoof off me and took a step towards the crowd. "Stay back! All of you!" she yelled as her eyes flashed red and her horn glowed brightly, trying to strike fear back into them.

However, they did the exact opposite, they all took a step forward, showing her they weren't gonna be scared of her anymore.

Zelga's eyes stopped glowing and the magic running through her horn died down, she breathed heavily as she shook her head, as if she was becoming dizzy and tired. "W-What are you…doing?...I can't…I…" she said, struggling to say anything.

Twilight then took a few steps out of the crowd. "We found your weakness, Zelga…you've been feed off the fear of everypony here from the start. But that ends now! You're weak now, Zelga, and if Matt's no strong enough to fight you anymore…then we'll fight for him!" she said as her horn glowed brightly with the rest of the Mane 6 walking up behind her, ready to fight with her.

Zelga blinked before she looked at them with anger, she growled like a beast. "You did this…you caused this!" she said before she returned her attention to me. "…*Pant*…*Pant*…Fools…all of them…and you'd give your life for them?...*Pants*…well…like I said…I'm gonna make you suffer before you die…what better way to do that…than to do THIS!" she said before she pointed her horn at the crowed and whatever magic she had left out of her horn.

The beam shot across the area before it struck into Twilight. Time slowed down as she was sent flying backwards and she landed on the ground on her back, everyone gasped and stared at this in shock and fright, the rest of the Mane 6 rushed to her aid and Rarity helped her lean up.

I, out of everyone here, was the one who was most affected by this sudden act. I felt a strong pain in my heart as I thought about the harm that attack could've done to Twilight and our foal. Seeing Twilight lying there, unconscious and barely breathing, made me feel a mixture of sadness and sorrow. But then, my attention turned to Zelga and I felt something completely different.

All my sadness and fear turned into anger and thoughts of brutality. I glared at her as m hooves pressed against the ground, scrapping against the dirt as I began to breathe hard. Suddenly, my green coat started to grown patches of black, like darkness surged through my body, and the colour in my eyes turned from blue to a dark blood-like red. I growled loudly and I growled even louder as more anger built up.

Zelga and the other ponies heard the winds change and a strange rumble noise before they all looked over to me. As soon as they did, I shot up into the air and looked Zelga with a beastly glare. "I'm will DESTROY YOU!" I yelled with a dark voice trying to speak over my own.

Everypony stared at me with shock. They've never seen anything like this before. Even when Luna became Nightmare Moon, it was never anything like this, this was something different and they didn't know how to react to it. All they could do was watch and stay at a safe distance.

Zelga stared up at me with awe and surprise before she spoke softly. "So…that's where it went." She said in a whisper.

Zelga didn't have a second to react before I shot up and punched her hard in the chest. The strength put into the punch sent her flying away from me, but I wasn't gonna let her get off that easy. My Elemental crystal glowed with darkness before I stuck my hoof out to Zelga and caught her in Elemental energy, I then yanked her back towards me before I punched her into the ground with my other hoof.

Zelga tried to pick herself back up, before I landed on top of her and continuously started puncher her body more. Each punch sent loud crashing noises through the air as the ground beneath Zelga cracked more and more. After give her a savage beating, I grabbed Zelga by her neck and flew up into the air with her, making her choke on my hooves.

I growled viciously before I spun around and threw her high into the sky. I then shot up into the air after her before I crashed into Zelga's body, puncher her chest repeatedly as we went up higher and higher. Once we were high in the sky, my hooves filled with dark magic before I grabbed Zelga's body and spun around it her, I kept spinning faster and faster until I finally released Zelga while throwing her back down towards the ground.

While Zelga fell rapidly down from the sky, I made dark electricity flow through my whole body before I shot down towards Zelga. I then rammed into her and we both fell from the sky like a comet, the electricity around me shocking Zelga as we kept falling.

Eventually, we crash landed in Ghastly Gorge. Upon impact, it sent another electric shock wave around the area, making sure all the damage was sent directly to Zelga.

For the next few minutes, everything was black, I slowly started opening my eyes until I came fully to my senses. I groaned in pain before I slowly picked myself up. "What happened?" I said quietly to myself as I rubbed my head. I then looked down at my body to see it was back to normal, it was scruffy and covered in dirt, but no essence of darkness flowing through it.

I then looked up and noticed the area I was in. From the looks of the pit I was in and all the rocks everywhere, it looked like I was in Ghastly Gorge. In all my time here in Equestria, I had never actually been here, it was a little strange.

Suddenly, I heard rock crumble and snapped my view in the direction the noise was coming from. That's when I saw a bunch of rocks moving before Zelga, battered and bruised, crawled out of the rubble. I stayed where I was as I watched her weakly pick herself up.

Zelga coughed and stumbled a few times before she raised her head to look at me. I stared at her and she stared at me, both waiting to see who'd make the first move. But then, Zelga started chuckling darkly, she kept doing so until it turned into laughter. "HAHAHA!...I knew it…you are just like us…" she said before she coughed in pain.

After hearing this, I became curious. What did she mean by that? What was she talking about? I wanted to know. "Who am I like?" I asked curiously as I started to slowly walk over to her, being careful of anything she might try.

Zelga chuckled again before she looked at me with a grin on her face. "…The True Order…" she said darkly before she let out a small yelp of pain, she looked at her right wing and saw that it was crooked, most likely broken from the fall.

"The True Order?...Who are they?" I asked curiously, getting closer to Zelga.

Zelga returned her attention to me before she looked down at the ground. "Don't worry, sweetie…you'll find out soon enough." She said before her horn suddenly started glowing. "Then again, maybe NOT!" She said before her purple whip came out from her horn against and she attempted to slash it down against me.

My eyes shot wide open before I leaped backwards to avoid her whip and it struck against the ground near me. Zelga kept waving her head around aimlessly, swishing the whip around all over the place, probably hoping it would land a hit against me.

I kept dodging every movement Zelga made as her whip stuck everywhere. Against the ground near me, over my head, I even had to leap out of the way to avoid some of her attacks. Based on this chose of action, I could tell Zelga was don't playing, she was trying to win the fight by force now,

Using what little strength I had left, I took into the air and tried to fly out of the gorge, but Zelga's whip suddenly struck against the wall above me and it stopped me where I was. I spun around to look down at Zelga to see her throw her whip at me again. I quickly shifted out of the way and it struck the wall behind me again.

However, the rocks on the wall behind me were very well balanced, each strike from the whip loosened them more and more until they were ready to fall apart. If this kept up, it would cause a rock slide.

Zelga grinned dementedly before she threw her whip up at me again. I quickly flew away to avoid it and it stuck into the wall again, this time, hitting a small rock and knocking it out of the rock wall. The wall then began to rumble as the rocks piled up on it began to loosen up.

I flew over Zelga until I was on the other side of the gorge, I then spun around and looked down at Zelga, but her whip suddenly wrapped around my leg and yanked me down towards her.

I then slammed to the ground before I tried to get away quick before anything else happens. But it was too late for that as Zelga's hoof suddenly slammed down against the same leg she caught with her whip, breaking it. I yelled loudly in pain as I held my leg with my hooves. I breathed heavily as I tried to maintain the pain in my leg, I looked up at Zelga with agony and saw the cold look she was giving me

"I'm gonna win this, Matthew, I'm gonna finish this one way or another. I don't need wings, I don't need to be a giant snake, I just need fear…fear will give me the power I need to finish you and everyone you love! You can beat me all you want…I'll always be back to fight you again! What do you have to say to that….runt!?" she said with a dark glare and a devilish grin.

I was lost for words before I suddenly noticed the rocks on the wall behind her, I saw they were loosening up before I realized what was going to happen. I then returned my attention to Zelga and prepared to say something I've been waiting ages to say to someone eventually. "Yeah…yippy-ki-yay, motherfucker!" I said loudly as I pointed my hoof at the wall behind her.

Zelga gave me a confused look before she turned around and saw the rocks began to finally give way and start falling down in a large rockslide. "Oh…so this is what fear feels like." She said to herself as her ears dropped in fright.

I then used everything I had to take off into the air and fly away from Zelga as the rocks came tumbling down over her.

Zelga, unable to fly and frozen in fear, screamed loudly as her horn glowed with one last attempt to do something to avoid this fate, but the rocks smashed down on top of her before she could.

Once that happened, a large purple shock wave burst from the boulders that fell on top of Zelga and spread throughout the land.

Meanwhile: Canterlot

Princess Celestia, Princess Luna, Princess Cadence and Discord were in the castle, trying to come up with a plan in case the dome never goes down. Celestia and Luna were still weak from raising the sun through Zelga's dome, but that wouldn't stop them from doing their duties.

But, to their surprise, they heard a loud boom coming from outside. They all went up to the window to see what was going on and saw the shock wave rushing towards them. Seeing this, they all braced for what it could bring, but they were even more surprised to see it strike against the dome and started disintegrating it.

The dome started to crack and fall apart, the shard turning to dust as they fell from the breaking dome.

While this happened, the giant Earth Worms burst from the ground and screeched as they started to smoke and sizzle. They all turned grey until they shrivelled up and turned to dust.

Upon seeing all of this happen, Celestia turned her head to face Luna and smiled. "The dome is destroyed and the Worms are dying, Twilight and her friends must've defeated Zelga." she said with a cheerful voice.

Luna returned her smiled before she returned her attention to the now free city. "Let's not forget Matthew…I'm sure he had a role to play in this." She said with a warm smile.

Meanwhile: Ghastly Gorge

Having avoided the rockslide by a hair, I laid on ground and grunted in pain as I hit my broken leg against the hard rocks. "Ahh…crap!" I said, trying to hold back a worse word. After recovering from the pain, I leaned up and looked over to where Zelga was only to see a large pile of boulders.

Poking of the boulders was one of Zelga's feathered wings, crooked and nearly feather-less. Just then, it started to shrivel up and turn grey, it then started to fall apart and flake away in the wind like ash.

I panted heavily as I weakly got up onto my hooves and started limping over to the pile of boulders. Once I reached it, I grabbed one of the boulders with my fore-hooves and slowly pushed it up, wanting to see what was under the rubble.

I held the boulder up with whatever strength I could gather and looked within the pile of boulders. I then saw what was left of Zelga's body, losing its black colour and turning grey before falling apart into ashes. Her dark purple armour, remaining intact as they laid on top of the ashes. I exhaled hard to calm myself down, knowing the rain of Zelga's horrors were finally over. "Tell Thorn I said 'hi'." I said before I released the boulder and allowed it to fall back down where it was.

Stepping away from the rock pile, I started limping towards the wall of the gorge and started flapping my wings to try and fly out of the gorge, but I was too weak and I ended up landing back down on the ground. "Suppose I'll have to do this the hard way." I said before I approached the wall and start scaling it step by step.

After what seemed like a full 20 minutes of climbing, I finally reached the top of the gorge and pulled myself out of it. But upon exiting the gorge, I lifted my head to see something that stunned me. Everyone in Ponyville had arrived here, they must've seen where we crashed and came over.

I slowly stood up and shook the dust and dirt off my body before I smiled nervously at them. "Haha…hi." I said sheepishly.

After a moment silence, everyone suddenly cheered loudly with praise. Some waved their hooves in the air, some hopped where they stood and others stomped their hooves against the ground. As the crowd kept cheering, a few pegasi saw that I was struggling to walk and flew over to help me.

They hoisted me up over their heads in their arms and carried me over the crowd as they continued to cheer. I looked around at everyone before a warm smile appeared on my face, knowing I was in the best company. But that feeling didn't last long as I noticed my friends coming over to us and saw the concerned looks on their faces, I focused my attention on Applejack to see she was carrying Twilight on her back, still unconscious.

"T-Twilight…" I said in a weak whisper before I began to flap my wings. I then hovered out of the arms of the Pegasi carrying me and flew over to the girls. Once I reached them, I landed roughly in front of them and panted to regain my energy.

Seeing how beat up I was, Fluttershy came over to me and placed her hoof on my back. "Matt, you need to take it easy, you look really hurt." she said gently.

I turned my head to face her and nodded before I carefully started limping towards Applejack. When I reached her, I placed my hoof under Twilight's chin and carefully lifted her head up to look at her face. "Twilight?" I said with a choked up voice before I looked at Applejack. "Is she ok?" I asked, desperately wanting her to give me a good answer.

Applejack stayed silent as her ears dropped. "I…I don't know, Matt…she's out cold." She said, giving me an honest answer.

After hearing this, I became light-headed from a huge amount of concern and worry for both Twilight and the baby's safety. That, and the great pain I was in felt like it was all going straight to my head. I became pale as my ears dropped in fear at the very thought of something bad coming out of this.

Everyone noticed this and grew more concerned about me. "Matt, are you ok? You don't look so hot." Rainbow Dash said as she walked up to me.

I nodded. "Yeah, I just…I just need to…I…" I managed to say before I felt the lights in my head go out and I collapsed from the pain and exhaustion.

"Matt!" Applejack yelled loudly as she and the other rushed to my side, along with some other ponies from the crowd.

While more ponies rushed to my side, a large black crow watched what was happening from a nearby tree. He had seen the whole thing, including Zelga's death. He glared down at us with anger and hatred before he took off into the air, he flew around the area before he started flying away from her.

The next day: Ponyville hospital

All I could see was darkness and could hear only silence, images flashed through my mind about Zelga and the mysterious group mentioned, The True Order she called them. Who were they? By the sounds of it, she talked as if she was one of them, this could mean Thorn was a member of this cult as well.

But suddenly, all those Zelga images were replaced by something else, some other pony I didn't recognize. He looked like me, but his coat was white and his mane was black. His eyes glowed red as he snickered and chuckled dementedly, like he had gone insane and beyond.

But before I could see anymore, I suddenly saw a light shining through the darkness until I was forced to open my eyes. my vision was a little blared, but it eventually came into focus and I was able to see where I was. I was in a medical room in Ponyville hospital, I turned my head to the right and saw the sun shining through the window.

At that moment, everything suddenly came back to me and I lean up on the bed quickly. "Twilight!" I yelled in concern. But upon doing this, I felt a sharp pain shoot through my broken leg and I grunted in pain.

I looked at my leg and saw it was completely in a cast. Not only that, but other parts of my body were wrapped in bandages and band-aids.

At that moment, the door to the room swung open and Applejack came in before she looked over to me. "Matt! You're awake!" she said before she turned her head around to look out of the room. "He's awake, gals!" she yelled.

As Applejack came into the room, the other followed behind, including Jeff and Peewee. They both flew over to me and landed on the side of the bed. "Hey champ, how ya feelin'?" Jeff asked with a bright smile.

I looked at them in confusion before I spoke. "Jeff?...W-What happened to you tow? I saw you guy fighting off those bats and then I didn't see you again." I said, curious as to what went down.

"Oh yeah." Jeff said before he explained in a dramatic way. "So there we were, fighting those tow bats with everything we had, the lighting from the clouds split the sky as we fought to our very last breath." He said, trying to set the scene of their fight.

I stared at him with awkwardness and confusion before my eyes shifted to look at Peewee. "We fought them off until they eventually gave up and flew away." He said, clearing the whole thing up.

Jeff frowned before he turned to face Peewee. "The story was better the way I told it." he argued.

Peewee looked at Jeff before he raised his eye-brow. "Were you also gonna tell them the part where you complained about the bat nearly plucking some of your feathers?" he said, crossing his wings.

Jeff went wide-eyed before he looked up at me again. "No I didn't!" he said loudly, with Peewee nodding his while mouthing the words 'he did'.

Deciding to change the subject, I turned my head to look at Applejack. "Where's Twilight? Is she ok?! I need to see her!" I said before I tried to pick myself up so I could get out of the bed.

Applejack then rushed over to me and placed her hoof on my chest. "You need to rest, Matt, you're in no shame to do anythin'." She said as she gently laid me back down on the bed.

I gave her a concerned look. "But I need to see Twilight, I have to make sure she's ok!" I said as I tried to get up again, only for Applejack to push me back down gently.

Just then, the doctor pony came in and walked over to me. "Oh Mr Matthew, you're awake." He said before he raised his eye-brow. "I thought we agreed you'd try to stay out of hospital. If I didn't know any better, I'd say you liked being here." he said as he picked up the clipboard at the end of my bed and looked at the results on it.

"Where's Twilight? I want to know if she's ok! Zelga shot her with some kind of magic beam and I need to know how she is." I said, desperate to know her condition.

The doctor lowered the clipboard and looked at me. "Don't worry yourself, she's fine! I've run all the tests and double checked everything, she's fine and so is her baby." He said before he smirked. "I don't know what kind of foal you've cooked up, but it's a strong one…takes after its parents, if you ask me." he said.

Hearing this made me feel so at ease. I breathed gently before I lied back on the bed and looked up at the ceiling. "She's alright…they're both alright…" I said as a small cheerful smile appeared on my face. "Thank God…" I said under my breath as Fluttershy came up beside me and gently rubbed my head to make me feel better.

Meanwhile, the doctor walked around the left side of the bed while keeping his sights set on me. "But she's not the only one being tented to at the moment." He said before he grabbed the curtain beside him and pulled it away, revealing another bed with another patient on it.

"Spike!" I said loudly once I saw Spike lying on the other bed. He was out like a light and hand a thick bandage wrapped around his head. I then looked at the doctor again with concern. "Is he going to be ok?" I asked in a worried tone.

The doctor looked at me again. "He has some minor injuries, mostly to the left side of his body, but it's nothing we can't fix in good time. He just needs to stay here for a few days and he'll be fine…same goes for you, that leg isn't gonna heal in one afternoon." He said before he turned around and walked out of the door. "I'll get the nurse and tell her to bring your some painkillers." He said as he left the room.

Now that we were alone together, I looked at everyone and decided to check on what's happened since I blacked out. "So what happened while I was…you know…passed out? Did anything happen?" I asked curiously.

They all looked at me before Rarity began. "*Clears throat* Well, most of Ponyville is being re-built as we speak. Your fight with Zelga really did a number of many cottages…and some of the ponies who lived in them aren't taking it very well." She said with a sheepish smile.

"Like whom?" I asked curiously. At that moment, a large egg splattered against the window outside, gaining the attention of all of us.

"Like the pony in the market who sells all the eggs." Rarity answered, watching the egg shell and yoke slowly run down the glass.

I then returned my attention to them and continued. "What about Blaze Horn? Is he still in the barn?" I asked, mostly looking at Applejack because it was her barn I had trapped him in.

Applejack answered by shaking her head to say 'no'. "No…Princess Celestia came down here after the fight. We told her you left Blaze in the barn and she had Shining Armor arrest him. She says he's in the castle dungeon, waiting to go on trial for his crimes against her." she said before she remembered something else. "By the way, Celestia wanted me to tell you that she wanted to be here when you woke up, so did Luna, but they're a mite busy makin' sure everyone in Canterlot is ok, she hopes you'll understand." She finished.

Even though I would've liked them to be here, I knew their duties came first and I nodded. "I get it…thanks Applejack." I said with a small smile before I looked at all of them. "Thank you all…if you hadn't have come when you did, I'd probably be dead right now…" I said, giving them all a warm smile

They all returned it, but those smiles soon went away as they gave me a concerned look, as if they were worried about something. I noticed this and began to wonder what was wrong. "What?...What's wrong? Did I say something?" I asked curiously.

Applejack rubbed her leg with her hoof nervously before she looked at Rainbow Dash and pushed her a little with her hoof, telling her to speak up. Rainbow Dash gave her a small glare before she turned her attention to me and sighed. "Matt…do you remember anything that happened before you and Zelga went to Ghastly Gorge? Anything at all?" she asked.

I tried to think back to that moment, but it was all really a blare. "No, I don't think so…I remember seeing Zelga hit Twilight with her magic, but after that…nothing. The next thing I knew, I was in Ghastly Gorge." I said before I remembered something. "I remember seeing Zelga crawl out of a pile of rocks…she was an absolute mess…I don't remember doing anything to put her in that state." I said, feeling a little shaken up that I couldn't remember anything. I looked at them with confusion. "Why do you ask? Did something happen?"

Upon hearing my answer, they all looked at each other with deep concern before they returned their attention to me. "D-Don't worry about it, sugarcube…it was probably nothin'. You just went a little crazy when you saw Twilight get hurt, that's all." Applejack said with a comforting voice and a soft smile.

Part of me felt there was something else going on here, but I was too tired and beaten up to worry about that right now. "Ok…we'll talk about it some other time." I said before I rolled my head on the pillow to look over to Spike. "I just hope everyone will be ok after this." I said.

"They will, Matty, I'm really sure of it. You just rest that little head of yours and we'll leave you alone to get some peace." Pinkie Pie said with a nervous smile before she backed away towards the door. "Yep, nothing to worry about, especially if it involves a weird surge of dark magic." She said.

Rarity turned to her and brushed her hoof against her neck, telling Pinkie to 'cut it out'. Pinkie, realizing what she said, frozen and panicked "W-Who said anything about dark magic? I certainly didn't!...Pinkie vanish!" she said before she shot of out the room as fast as she could.

Rainbow Dash turned to face me and made a fake laugh. "Hahaha…that good old Pinkie Pie for ya, always saying the most random things." she said before she took off into the air. "Anyway, we better be going, we don't want to keep your from healing." She said before she started to hover over towards the door.

Applejack smiled down at me before she rubbed my head with her hoof. "Don't you fret about Twilight, Matt…we'll watch over her until you feel better." She said before she stopped rubbing my head and started walking towards the exit, with the others following behind.

On the way, Rarity stopped and looked over to Spike in a concerned look before she turned her attention to me. "Make sure to keep an eye on him, alright?" she asked.

I gave her a single nod. "I will do." I answered, giving her a kind smile.

Rarity returned the smile before she left the room and closed the door with her magic, leaving me and Spike alone to start feeling better.

Meanwhile, the girls walked away from the room before they stopped in the middle of the hallway. "Why didn't we tell him about his little…episode?" Fluttershy asked curiously.

Applejack turned her head to face her. "Because he just defeated Zelga and found out Twilight was gonna be fine, I didn't want to ruin all that by telling him he was crazy on Zelga for a minute." She explained.

"Crazy? Crazy doesn't begin to describe what happened out there! He was out of control, like some kind of animal!" Rainbow Dash said in a strong tone.

Rarity's horn glowed and she grabbed Rainbow Dash by her tail before pulling her down to the floor. "Now stop talking so badly about Matthew that way! I very much doubt it was he was even in full control. You heard him, he doesn't remember a thing, like it wasn't truly him who became all…dark." She said, putting a lot of mood in the last word.

Applejack thought about it for a moment before she decided to come up with something. "Alright, here's what we're gonna do! When Twilight and Matt get better, we'll tell Twilight about this and then we can tell Matt together. Then maybe we can get someone to help him with…whatever's inside him, like Princess Celestia or Moleyair." She stated with the voice of a leader. "I know it's best to just tell him now, but that'll just make him feel worse about things. So in the meantime, we keep this to ourselves, agreed?" she asked.

They were all silent for a moment before they nodded in agreement. "Alright…now let's go see how Twilight's doin'. With any luck, she might already be awake." Applejack said before they all started making their way down to Twilight's room to check on her.

Meanwhile: Mount Forbidden

Rage, angered by the news brought to him by Thorn's crow, roared loudly before his horn glowed brightly and a powerful red lightning-bolt shot out of his horn.

It struck against the ceiling of the throne room and left a giant hole in it. After that, he pointed his horn at a wall and shot another lightning-bolt, which struck against the wall and made another big hole. Then with one last shot, he pointed his horn in a random direction and shot another bolt. But this time, instead of striking a wall, the Leader Alicorn caught in in his magic and held onto it until it faded away. "This isn't helping anyone." He said calmly.

Rage grunted in anger as he stormed over to him. "That's two…two of us dead because of that worm! We should go there now, kill him while he's weak! Why are we staying here while he regains his strength?!" He yelled as he stopped in front of the Leader.

"Because I say so and my word is final." The Leader answered before he turned around and walked up to his throne. "Zelga did what she believed was her best…and she failed. But she was right about one thing…Matthew can be one of us, if pushed in the right direction…he's definitely proved himself." He said while facing away from Rage.

"You would have Matthew join us? After he's murdered our siblings?...I've always said you were out of your mind, but now I know for sure…your absolutely insane!" Rage said in a strong voice.

At that moment, the Leader's horn glowed and Rage was picked up with green magic, he was then yanked towards the Leader before stopping right behind him. "Insane, am I?" he growled before he threw Rage up into the air. Rage then struck the ceiling before he fell to the floor, crashing down with a hard thud. Rage groaned in pain before he slowly picked himself up. "In that case, you had better be careful how you address me…am I understood, brother?" the Leader said darkly as he continued to look away from Rage.

Rage growled in anger before he responded. "Yes…my lord." Rage then started walking away towards to exit of the Throne room. "But this doesn't change the fact that it's only the two of us left." He said before left the room and glared sharply at the ground. "Which means there's no one to get in my way." he whispered to himself as he walked down the stone hallway to go to his chamber.

The Leader remained in the Throne room, puzzled and silent. He slowly turned his head to look over to Zelga's throne, it was right beside Thorn's and his own. Suddenly, the Leader's horn glowed brightly and a powerful green lightning-bolt shot out, striking against Zelga's throne and destroying it completely.

After a moment of silence, the Leader turned around and walked over to his green-water pool. Which, as already mentioned, served at a window for him to see anything he wanted. As the water spiralled in the pool, an image of me appeared, turning from my normal self into my dark form.

The Leader watched this for a moment before he looked over to the Thorn's crow. "Shade…keep an eye on Matthew, I want to know everything he does." He ordered sinisterly.

"Yes, my lord." Shade said before he took off into the air and started flying away towards some cracks in the ceiling, big enough for him to fly through and leave the mountain.

While Shade flew away to do as he was told, the Leader returned his attention to the pool and saw how I acted in my dark form. The speed, the strength, the fact that I wasn't afraid to push my own limits…it was enough to put an evil smirk on his face. "This…will be interesting."

Hope you enjoyed the chapter.

Again, sorry it took so long, I've been feeling very out of it lately. Many things have happened since my last chapter was posted, some mostly bad. Anyway, this'll be the last chapter until next year, hopefully I might feel better after that.

-Message to users-

There! There's your Life for a Life moment. Finally, I finally got around to giving this to you! Now can you please stop asking me to do that, it's been going on for years. Thank you.

-Poll-

In the meantime, I'll start a poll for you to answer for me. Like I said, I've been feeling out of it lately, so I've been thinking about something, but I need to know if you guys are ok with it. Here are the questions that come with it.

1: Start writing a different story until I feel better

2: Suck it up and keep going with this one as best you can.

-Pony News-

This may be old news to some, but in case anyone else never caught it, I'll share it with you now.

First off, a Season 7 has been announced along with a few specials of Equestria Girls. There isn't much about them, but let's hope they're cooking up something good.

The upcoming MLP movie will be made with Toon Boom Harmony animation, unlike the show which is made with Flash animation. If you wish to see what the animation is like, then watch the fan-made animation "The moon rises", it's made with the same animation, so there's a chance the movie will look a bit like this.

-This ends Pony News-

During this time, I seemed to have lost contact with show director Jim Miller. I'd really appreciate it if any of you could help me with that. So if anyone here has a Twitter account, please PM me and we'll talk from there, thanks.

Please remember to review or PM

The next chapter will be up as soon as it's ready next year.