Author's Notes:

Yeah, I did say that after two months in taking a rest. But I decided to write it out anyway. I did mention I wanted to write 'Dragon of Darkness' Story, but decided to delay due to some plot. Here it goes.. Starting with dealing of JusSonic's Stories since some are from mine, I might else well help and deal with it. Unlike before, this is not a short story but full and long story.

---

A Ghostly Shadow Part I

During the night time of Ponyville, everyone was asleep in their own beds while having their own sweet dreams. They were enjoying it so much. At Sweet Apple Acres, the Apple Family were sleeping soundly and calmly. Within Apple Bloom's room, Apple Bloom snored loudly yet soundly as she enjoyed her sleeping so much.

SWOOP! The wind blew soundly yet gently as the window slowly opened itself?

The bluish yet dark mist entered Apple Bloom's room. It then approached to Apple Bloom's bed slowly and gently. It stopped. It slowly formed into a black ghoulish pony without a body like Guildenstern, yet his head was a demonic skull with bluish blazing flames. He worn a cape. He smirked darkly and evilly before chuckled softly.

"Ex-cellent..." The Ghoul Pony said sinisterly. He chuckled a bit, "This will get the girls' attention. This should be fun..."

A Ghoul Pony raised his right-hoof or claw up. He pressed it on Apple Bloom's chest hard, caused the latter yelped painfully. While she moaned painfully and struggled in keeping herself up, he continued in searching something within her body.

Aftermath, he raised his claw up as it revealed soul of Apple Bloom. She slowly opened her eyes. She gasped in shock. She looked at herself before her physical body! She was in deeply shock and scared.

"What did you do to me?!"

A Ghoul Pony smirked devilishly, "Your soul is mine, little pony. And there is nothing you can do now, little one."

Apple Bloom gulped in fear, "What do you want from me."

"It is not you that I want," A Ghoul Pony spoke gently yet sinsiterly as he took a pony skull-like up, "You're just my way to get them."

"Them?!" Apple Bloom asked in fear.

"Nighty night, Little Bloom..." A Ghoul Pony smirked darkly.

Before Apple Bloom could speak, the skull glowed darkly. The latter absorbed most of her soul. With the last essence of a smoke entered, the skull gave the last blink of light. A Ghoul Pony smirked before chuckled evilly yet softly.

"All goes according to my plan. The foolish heroines will not resist it and especially her older sister. And when they came, I will have the princess's essence. With such power, I would become the greatest warrior among the Dark Mystic Ponies. I am... Spiritshadow the Soul Collector."

Spiritshadow gave a soft yet evil and dark laugh as he slowly disappeared through the form of mist. He then escaped through Apple Bloom's window out. Apple Bloom's body became dark and silent...

---

In early morning, Applejack came to Apple Bloom's door as she was checking on her little sister's. As soon as she checked on Apple Bloom while shaking her to wake up, the latter made no effort in getting up. Feared of her safety, Applejack checked on Apple Bloom's whole body and her breathing. Apple Bloom made no effort in breathing. Her body was still and cold.

"No... It can't be..." Applejack said in feared and worried, "APPLE BLOOM!"

From the Apple Orchid Farm, Big Mac and Granny Smith heard the cries before looking at each other with their worry and concerned faces.

---

At Zecora's hut, Applejack brought Apple Bloom to the Zebra for checking and helping. But she wasn't the only one; Rainbow Dash was there as well, with Scootaloo was having the same problem as well. Twilight, Nyx and Spike decided to check on it after hearing some reports about it.

As Zecora hummed and chantted gently and softly, she checked on both Apple Bloom's and Scootaloo's bodies for the moment. Aftermath, she sighed in defeat.

"Fear I may have," Zecora rhymed, "this situation I've seen before in my land. This was not caused by physical nor mind themselves, but within."

"Uh... Wanna repeat that?" Rainbow asked in concern.

Twilight gasped in shock and fear, "She meant that both Apple Bloom's and Scootaloo's souls were taken!"

"What?! HOW?!" Applejack demanded angrily.

"I don't know," Twilight admitted before she looked at Zecora, "But I hope you know something about it."

Zecora nodded her head, "Yes, Princess Twilight. A foe who had taken the soul of poor innocent fillies is none other than Spiritshadow..."

Spike gulped in fear, "Spiritshadow?! Who's that?"

"Is he scary?" Nyx asked in worry.

Zecora nodded her head, "Spiritshadow is a Dark Mystic Ghoul. He was known as the Soul Collector." Twilight and her friends gave the concern and feared looks as the zebra continued, "Unlike any Dark Mystic Ponies or Sorcerers, he took their souls instead. Collect their souls strengthen his might and... interest, making him more dangerous yet powerful..."

Spike gulped in fear, "Great... Just great... Another ghoul to deal with."

Nyx moaned in worry while looking at Zecora, "Is there anyway we can get Apple Bloom and Scootaloo souls back from that ghoul?!"

Zecora sighed while shaking her head, "I am sorry, Nyx. Answer I have I cannot provide it." The girls looked down in concern and worry. She hummed softly as she was having some thoughts. She smiled, "I believe someone has."

"Who?" Applejack asked in worry and concern.

Twilight gasped, "Mystic Tao! He must have an answer to help us!"

Rainbow sighed in concern, "Hopefully, it's very helpful too. Since Grimmore trapped most of Mystic Ponies in Ponyville, Land of Ma, Kouma Island and Everfree Forest; we're seriously need the help we can get."

Applejack nodded her head, "I certainly he can." She then looked at Apple Bloom, "I'll do anything I can to get Apple Bloom's soul back."

"Me too," Rainbow Dash nodded her head.

"Let's go," Twilight ordered. She then looked at Zecora, "Zecora, can you look after them both?"

Zecora nodded her head, "I will, my friend. But be weary of a ghoul's power, there is more to him than meets the eye."

Twilight nodded, "I will."

Twilight, Applejack, Rainbow, Nyx and Spike left while leaving both Apple Bloom and Scootaloo's bodies behind for Zecora to look after.

---

At Twilight's Castle, Twilight summoned Mystic Tao at her meeting chamber as she and her friends, along with Ben and Phobos of having some important discussion. She informed him about Spiritshadow and the latest victims.

Tao hummed in concern, "I'm sorry to hear it."

"Is there anyway we can get their souls back?" Applejack asked in concern and worry.

Tao sighed, "Well, there is a way. His powers comes from the essences. Without them, he will be useless and unable to fight his enemies."

"Essences?! As in 'souls'?! He has that many souls?!" Rainbow asked in shock and feared.

Tao nodded his head in agreement. Twilight and her friends looked concern and worry of what they just heard.

"How do we even defeat him, with so many souls in him?!" Ben asked in concern and worry.

Tao sighed in defeat, "I don't have that answers." Everyone look worry and concern of what he had said. He then looked up and stared at the rounded table which revealed the map of Equestria. He spoke, "But if you don't stop him from collecting the innocents or warriors' souls across the Realm of Living, he will become too powerful or strong for you all to stop."

Nyx gulped, "That's bad..."

"But... But how are we gonna do that?!" Spike asked in worry.

Phobos nodded his head in concern, "It's not like a ghoul like him has a weakness or something..."

Tao hummed softly before turned to them as he spoke, "There is. I hear a legend of him. It is said that Spiritshadow has some kind of Dark Magic in summoning a death to defeat his enemies. Some said they came from his body like a Grim Reaper. Others claimed he's the Ghoul of the Past."

"What's that gotta to do with Spiritshadow's?" Rainbow asked in concern.

"It has..." Twilight said in realization. Everyone turned to her, "Spiritshadow has some kind of powerful spell to summon the death. If we can destroy it, then we can free Apple Bloom and Scootaloo from it."

Ben nodded his head, "It might work, but could be risky when we faced him. We'd better watch out for our souls."

"Agreed. We'll get both Apple Bloom and Scootaloo back home. I can be certain of that, partner," Applejack said determinedly.

"So am I, AJ," Rainbow said confidently while flying up high, "Let's go save our sisters!"

"Count me in," Nyx exclaimed.

"I'm going too!" Spike exclaimed determinedly.

"No way," Phobos exclaimed in denial. Spike pulled Phobos's wings hard while making the latter yelped painfully, "Okay! Okay! I'm going too!"

Ben nodded his head, "I'm going too. I have the feeling that fighting with a ghoul won't be grateful as fighting Guildenstern." He shivered himself out while gulping in concern, "Seeing him... reminds me of a boogie man..."

Twilight nodded her head, "Yeah. We'd better get going now. The last thing we want is another innocent lost their souls to a ghoul."

Spike yelped in shock and worry. As he burped out the greenish fire, the scroll appeared in front of everyone. Twilight levitated it as she opened and read it. She gasped in shock and worry. Everyone turned and looked at her.

She spoke firmly and seriously, "Guys... Apple Bloom and Scootaloo aren't the only ones lose their souls. Sweetie Belle and more innocent foals across the Equestria lost theirs too!" Everyone gasped in shock and concern. She continued, "We have to stop Spiritshadow before he gets more of innocents!"

Ben nodded his head, "Agreed. But where can we find him? He could be anywhere."

"Not to mention, he could be at Darkness Realm," Applejack said in concern.

"Or maybe..." Tao spoke calmly as everyone turned to him, "He could be at the Valley of the Death. That was located at somewhere of Demon Domain."

"Tirek's old home?" Rainbow asked in shock, "you think he could be there?"

"Only one way to find out," Twilight said determinedly, "we're going to that valley and rescue our friends now..."

Tao nodded his head in agreement, "While I cannot be there for you at Valley of the Death due to , I can contact you through my Mental Link. Stay in contact with me."

Twilight nodded her head, "I will."

Twilight and her remaining friends (Applejack, Rainbow Dash, Ben, Nyx, Spike and Phobos) quickly moved out and left the Friendship Rainbow Kingdom. Tao remained and stayed behind at the castle for checking up while staying in contact with Twilight and her friends.

---

At the deadly and dark cavern Valley of the Death with several different bones, Spiritshadow was inside of the demonic house. He chatted through the use of bluish portal-like.

"You have done well, Spiritshadow," Dark Curse commented, "Collecting more of innocent foals should bring these fools to us, and especially involving Cutie Mark Crusaders."

Spiritshadow bowed, "I lived to serve, my master. And rest assure... I will have all of Holders of Elements of Harmony. Their powers will be put to use for our conquest of the Living and the Light Realms."

"Excellent... Do not underestimate them. Many enemies had fallen to them easily, and especially that foolish Boris and his gang. They had fail so many times," Dark Curse reminded.

Spiritshadow chuckled evilly, "Rest assure, my master. I will not fail you."

Dark Curse huffed, "You'd better hope so, fool."

Dark Curse's vortex disappeared from Spiritshadow's sight. The latter smirked darkly before looking at his body. It had only the ribcage and bluish glowing sphere. The crying and screaming voice shouted in pain, despaired and feared.

"Soon... Everything will come to fruition..." Spiritshadow said darkly.

Spiritshadow chuckled evilly and darkly.

---

Within the bluish sphere, there were many innocent souls drifted and flew around the area while crying and screaming for help and free from the prison. The Cutie Mark Crusaders were among them. Three of them looked scared and worry of what had happening.

"Where are we?" Apple Bloom asked in shock while showing her scared and feared face,"Applejack, please... Help us..."

Within the bluish sphere-like, innocent foals and fillies flown around while screaming, crying and begging in fear and despair for help and their parents. Three Cutie Mark Crusaders gathered around as they were all having their own discussion.

"Okay! Would somepony tell me what the heck is gonna on?!" Scootaloo demanded in shock and fear, "I wanna get out of here!"

"Yeah! This is so scary! I want my sister! I want to go home!" Sweetie exclaimed anxiously.

"Knock it off," Apple Bloom exclaimed. Both Scootaloo and Sweetie Belle turned and looked at her. She continued, "Wherever we are now, he wants our sisters and friends to come and get us!"

"Then, we're saved from that whoever he was," Sweetie Belle exclaimed in excitement.

Scootaloo nodded her head, "That ghoul made a big mistake for taking us in!"

"No! It's not like that!" Apple Bloom protested as both of her friends looked at her. She continued, "He's setting a trap for them! And we're his bait to get them!"

"Why?! Why would he want them?" Sweetie Belle asked in worry.

Scootaloo gasped in shock as she jumped up and spoke, "The Elements of Harmony! Twilight and others still possessed that powers! If he gets them-!"

Sweetie Belle gasped, "The Dark Mystic Ponies can win the war! Grimmore would be free from his prison! And Apocalypse Ponies will take over our home! This is so not good! We've gotta tell them!"

"How, genius?!"

"I don't know! Think of something! We've gotta tell them about it!"

Apple Bloom came in between and moved them aside as she exclaimed, "Knock it off! It's not the time of arguing! We need to figure something out to get out from this place!" She then looked behind of her. She spotted some ghoulish rings-like chains surrounded some shadowy figures. Apple Bloom hummed softly, "I'd say we investigate that chains."

"Is it a prison?" Sweetie Belle asked in concern.

"Only one way to find out," Scootaloo said determinedly, "we're going to ask and talk with them."

"Then count us in, girls," The familiar voice shouted firmly. Cutie Mark Crusaders turned and spotted four familiar foals: Blaze Leo, Midnight Moonlight, Ace Leo and Aurora Borealis. The former were in shock and surprise. Blaze Leo spoke, "We're doing this together!"

"No way! Flare Tiger's children are here," Scootaloo asked in shock, "How?"

Midnight huffed in upset, "You weren't the only ones get trapped here. That stupid ghoul caught us too!" She groaned in annoyance, "When we get out of here, I'm gonna ripe that stupid ghoul apart!"

"Please, sister. Don't be angry. We mustn't let fear and anger bested us," Aurora begged in concern. She sighed, "If we want to escape, we need to know where and how from these prisoners. They might know something."

Ace nodded his head, "Aurora's right. If we're gonna make it out alive, we need some info and learn of this prison. And I hope mommy and others come can make it out and save us."

"Or in other way around," Sweetie Belle said as four Flare Tiger's children turned and looked at her. She continued, "It could be a trap for them, Hopefully, they're okay from fighting with the ghoul."

"Yeah. No telling what that ghoul is up to," Scootaloo agreed.

"Then, let's get started," Blaze Leo spoke, "We need to get out and save our family."

"Then, let's do it now," Apple Bloom ordered.

The Cutie Mark Crusaders headed straight to the mysterious prison cells as they began their investigation on the prison area.

---

At Golden Heart's home, Pinkamena was taking a long nap in her bedroom. Her flatten tail twitched and shaken hard as she sensed something. She growled in anger as she slowly got up. She jumped off the bed. She headed to the closet as she placed her pinkish armor up and took some blades and gears. She exited her room and headed to the living room where her older brother was reading the newspaper while Omega was training his brothers about the world.

Golden Heart turned and found Pinkamena dressed in her armor, "Pinkiamena? What's wrong?"

Pinkamena's eyes narrowed in anger before spoke in Arnold Schwarzenegger's Accent, "I'll be back for dinner."

"O... O... Okay?" Golden Heart said awkwardly.

Pinkamena exited the house's and headed off.

"No evil and meanie ghost and demon gets away with stealing souls from innocent fouls and fillies! Demon Domain, here comes Pinkamena Diane Pie!"

---

At Friendship Rainbow Kingdom, Twilight and her friends packed and settled their supplies and gears as they were ready to journey to the Valley of the Death.

Seeing her remaining team were ready, Twilight nodded her head, "It looks like we're ready."

"Hold on a minute, partner!" A familiar Southern voice shouted. Twilight and her friends turned and spotted both Flare Tiger and Pinkamena meeting up with them. She continued, "Coz we're joining in the fight."

"Flare Tiger? Pinkamena? What- I mean why?" Spike asked in shock.

"Did something bad had happen?" Nyx asked in concern.

Phobos nodded his head, "By the looks of that, I'd say you're pissed off a lot."

"I am, partner," Flare Tiger exclaimed in anger, "In fact... I am one angry mama now."

"Angry mama?" Rainbow asked in shock and concern before gasped, "Wait! You don't mean-!"

"Your five children's souls were taken?!" Applejack asked in concern.

"Nope, partner. Just four. My little Iris got sent back to my home yesterday while my four were with me and Comet. The last thing I remembered was putting my foals to sleep soundly," Flare Tiger said in upset, "and the next?! They got their souls captured!"

"How did you figure that out? Zecora told you?" Ben asked in shock.

Flare Tiger shook her head, "Nope, partner! I sense magic! And someone called Spiritshadow took them! And when I find that ghoul, I'm gonna pound him until he's gonna be sorry for everything!"

"Count on me too," Pinkamena exclaimed, "He's gonna be sorry for what happen to the foals!"

Twilight nodded her head in agreement, "Thanks, everyone." She turned to the front as she spoke calmly, "Let's get going! We've got some children to save!"

Twilight and her Rescue Team headed off to the Valley of the Death.

---

Nearly late afternoon, Twilight and her friends had arrived at the long dark, demonic and scary valley; Valley of the Death. It was one of Demon Domain's terrifying place, and it was Tirek's old home before he and his brother left to terrorize the ponies' home.

Twilight and her friends continued their journey through the high valley's both sides of mountain. They looked around of their surroundings as they kept their sharp eyes on any sign of their enemies. They found nothing.

It was quiet. Too quiet...

"Everypony," Twilight said calmly, "Stay close together. I've got the bad feeling about it."

As Twilight and her friends continued their journey; Spike, Phobos and Nyx got left behind as the middle one got tripped. As both Spike and Nyx helped Phobos up, the blackish mist was heading straight. When three of them turned to the black mist, it formed into something familiar creature. Three of them gasped before they screamed in fear.

Upon hearing of that, Twilight and her Rescue Team turned and checked out on Nyx, Phobos and Spike as the former found the latter lying down on the floor. They all gasped in shock and fear.

"Spike! Nyx! Phobos! NO!" Twilight screamed in fear as she held and hugged three of them tight.

Twilight's Rescue Team groaned and mumbled in anger upon looking at the sight. Before they could do anything, they heard the evil yet sinister laughing. They looked around of their surroundings as they searched and looked for the source of laughing. Twilight remained in looking at the bodies of Nyx, Spike and Phobos before she snarled and growled in anger.

Twilight looked up and shouted in anger, "Spiritshadow?! Where are you?! SHOW YOURSELF!"

The evil laughing continued for a long time. Twilight gasped in shock as if she sensed something. She turned to her front. She found Spiritshadow standing before her and her friends. He smirked evilly yet gleefully.

"Spiritshadow..." Twilight snarled.

"We meet... at last..." Spiritshadow said eerily before chuckled evilly. He then showed his pain and despaired look, "Oh... You must be in pain. Was it because of your children's souls?"

Spiritshadow then chuckled evilly and darkly. The ponies growled in anger and upset. They were angered by his mockery.

"You're gonna pay for it, Spiritshadow!" Ben exclaimed in anger, "I want Nyx, Spike and Phobos back now!"

"You said it! Where's Apple Bloom?!" Applejack demanded.

"Scootaloo! Where did you hid my squirt?!" Rainbow demanded angrily.

"Give back my children, ghoul!" Flare Tiger exclaimed in anger.

"Don't forget... the other children you took!" Pinkamena reminded in anger.

Spiritshadow smirked darkly, "If you want them, you're gonna get me... first!"

Twilight and her friends armed with their weapons as they prepared to fight with the ghoul. Spiritshadow jumped up high. He took something out from his ribcage: a small skull. As he held it high, it glowed darkly yet bluish. He chuckled evilly before throwing it right in front of them.

BOOM! The skull exploded as it taken a form of a giant ogre. He growled in anger while glaring at Twilight and her friends.

Applejack gulped in concern, "What the hell did it just happen?!"

"A skull make a monster appear?! So not good..." Rainbow said in fear.

"Whatever it was, we have to defeat him!" Ben exclaimed in determination as he held his Master Sword up high.

Spiritshadow chuckled, "Not if I stop you first, boy." He turned to his ogre, "Crush them!"

The Ogre cried in anger as he was about to punch on Twilight and her Rescue Team. They quickly jumped and moved back while Twilight levitated Nyx's, Spike's and Phobos's bodies to the big rock's back. They turned and glared at the ogre as they avoided and dodged the attacks from the ogre as quickly as they can.

As they continued dodging, the ogre cried in anger as he tried to slam his punch on them one-by-one but Twilight and her Rescue Team dodged and evaded the attacks.

Ben jumped and stabbed his Master Sword on the ogre's back for once. The ogre cried in anger as he grabbed Ben and squeezed him tightly. Rainbow and Flare Tiger flew up before rammed and knocked the ogre as hard as they can on his head mostly. Pinkamena jumped up high and slammed her sword on the ogre's toe hard. He cried in pain as he let go of Ben, who quickly summoned his Megaton Hammer and slammed on the ogre's right feet hard.

The ogre cried in pain as he bounced while holding his right feet tightly. Ben charged in as he tried to slam his Megaton Hammer on the monster's legs. But the ogre dodged and moved back while slammed his punch on Ben's head. Rainbow grabbed him up. Flare Tiger and Pinkamena charged in and rammed the ogre to the mountain walls hard.

Spotted a giant boulder on top of the cliff, Twilight and Applejack smirked while looking at each other as they gave a nod. Twilight swooped Applejack up as the former swung the latter around her for few times. Twilight threw Applejack off as the latter aimed and flew straight at the boulder. Applejack landed and kicked the boulder off the edge.

As Ben and his team kept on cornering the ogre, the latter cried in anger. The boulder slammed on the ogre to the ground hard.

Spiritshadow groaned in anger, "Curses!"

Twilight and her friends turned and glared at Spiritshadow. They armed with their weapons as they prepared to fight and battle with him.

"Ha! Too easy!" Rainbow bragged.

BOOM! Twilight and her team yelped in shock. They turned and found the ogre's body turned into black mist. It then flew straight to Spiritshadow's body as the latter chuckled evilly.

Spiritshadow threw four skulls out to the ground. They exploded and formed the four pony warriors from Kouma Warrior with his Nagata, Saddle Arabia Warrior with his scimitar, Canterlot Warrior with his mace and Ma Warrior with his bare hooves. They armed with their weapons in ready to fight.

Applejack glared at the shocking Rainbow Dash, "You've just had to say it..."

"This must be his power..." Twilight said in shock, "A power to summon a Death to fight us. He really is a Grim Reaper..."

Ben gulped, "And something tells me this is the beginning."

Spiritshadow chuckled evilly, "Well observe, Sparkle." He smirked gleefully, "And when I'm through with you, I'm going after the rest. And soon the Realm of Living will fall. Kill them!"

Four warriors charged in as they attacked Twilight and her friends at once. Twilight and Ben fought the Canterlot Warrior. Applejack and Rainbow Dash fought the Saddle Arabia Warrior. Flare Tiger battled with Ma Warrior. Pinkamena fought Kouma Warrior.

Twilight blocked her Starblade against the mace for five times before charged in and swung her sword at him for three times but the knight blocked and deflected it. Ben jumped up and slammed his sword on his head. The Canterlot Warrior threw his second mace on Ben to the ground hard before turned to Twilight as they both swung their blades against each other for few times.

Ben slowly got up as he had his Master Sword transformed into his Claw Shot. He aimed his weapon at the Canterlot Warrior. He fired his shot right on Canterlot Warrior's right hoof tight before pulling it back. Canterlot Warrior turned and pulled his hoof back hard while Ben pulled his back. Twilight struck her sword right on Canterlot Warrior's back.

With his scream, Canterlot Warrior transformed into a essence and flew straight to Spiritshadow's body quickly.

Rainbow Dash flew and rammed straight at Saddle Arabia Warrior who dodged and evaded the attacks while swinging his scimitars at her for few times. Applejack charged and rammed him to the walls hard before punching and kicking on him for few times. He quickly kicked her off before swung his both scimitars at her. Rainbow rammed him off before firing her Magical Nunchucks Gun Mode at him for few times. Applejack jumped and punched her punch on Saddle Arabia Warrior's face hard. The Saddle Arabia Warrior transformed into an essence.

Flare Tiger and Ma Warrior charged in as they both fought with their own bare hooves in punching and kicking while dodging and blocking for few times. As they both continued, they both armed themselves ready to fight. They both charged in. As Ma Warrior jumped up and thrust his hooves right at her, Flare Tiger jumped up high and kicked his stomach hard. He transformed into an essence.

Pinkamena charged in before dodged and evaded the attacks from Kouma Warrior who swung and slam his nagata on her for few times. Aftermath, Kouma Warrior breathed heavily before landed on the ground hard. Pinkamena thrust her sword on his stomach hard before he disappeared into an essence.

Three of them entered Spiritshadow's body. Spiritshadow chuckled evilly and sinisterly while glancing at Twilight and her friends. They glared back at him.

"You cannot win, Twilight Sparkle. I... am more powerful."

Twilight snarled in anger, "A power fueled only by the strengths and skills of the warrior-" She shouted in anger, "Whose essences you have stolen, Spiritshadow!"

Applejack huffed in anger, "Twilight's right! Without them, you're nothing!"

"Last chance, ghoul!" Rainbow demanded in anger, "give us back our friends now! Or we'll kick your flank! If you had one!"

Spiritshadow chuckled evilly, "You are wise, ponies... But who cares!"

Spiritshadow stuck his tongue at them. He threw five more of skulls to the ground before they exploded. Twilight and her friends armed with their weapons as they readied to fight. They gasped in shock.

"No way..." Pinkamena said in shock.

Twilight and her friends encountered the same warriors they had defeated.

"But- but how?! We just defeated them!" Ben asked in shock.

Spiritshadow chuckled evilly as he flew above his minions, "Yes, you did. But they are essences. You cannot defeat the essence." He snickered a bit, "You may defeat them again and again... and again... But I commanded the essence of thousand warriors, and even you all. You won't able to defeat them all."

Flare Tiger snorted, "Don't try it, buddy."

"KILL THEM! And bring me their essence!" Spiritshadow ordered.

Five warrior roared in anger as they charged straight at Twilight and her friends. Twilight quickly moved to the front as she blasted her Multiple Unicorn Blasts at five warriors at once but the Ogre didn't get affected. He continued charged right at them. The ogre slammed his fists on the ground at once.

Ben quickly summoned his Megaton Hammer as he slammed his hammer on the ogre's stomach hard. Rainbow charged in and rammed the ogre hard to the walls. She took her guns out and fired on his belly for few times. Applejack jumped up and punched on the walls, causing some rockslides on the ogre to the ground.

Ma Warrior jumped and kicked Twilight's head to the walls before punching on her face for few times. Pinkamena thrust her blade on his back hard before threw him aside. Canterlot Warrior slammed his mace on her but got his belly thrust by Twilight's levitated Starblade. Both Kouma Warrior and Saddle Arabia Warrior charged at Flare Tiger from both sides. They both swung their blades on her head but Flare Tiger jumped up as both had each other's struck.

Five warriors' bodies turned into the essences as they all flew straight to Spiritshadow. Twilight and her friends turned and glared at Dark Mystic Ghoul. They were all in anger and rage as they were tempted to kill him.

"I am truly impressed, mortals..." Spiritshadow commented wickedly before grinned darkly,"But... It is futile. Surrender peacefully... So I can return the children's souls back to their bodies."

"How can we be sure you're telling the truth," Ben demanded angrily, "The last time I check with my Dark Mystic buddy, he lied to me... all this time to get the shield."

Spiritshadow chuckled evilly, "You're right... You don't!"

Spiritshadow flapped his cape out as thousands and more of skulls thrown out on the skies. They landed on the ground. Twilight and her friends armed themselves in ready to battle.

BOOM! Almost thousands of skulls exploded up. As the smoke slowly dispersed, Twilight and her friends were in deep shock and scared. They encountered thousands of warriors and soldiers from the past, including... the children and even Mane Six's own flesh and blood?!

"No..." Twilight said in shock and worry, "NYX! SPIKE! PHOBOS!"

"APPLE BLOOM!" Applejack cried in shock.

"SQUIRT! NO!" Rainbow cried in shock and fear.

"KIDS!" Flare Tiger cried in pain and shock.

Most of the pony children didn't respond like they were controlled. Their eyes were in blank, not a sign of life. Twilight and her friends were in deep shock and concern.

Ben snarled in anger, "What the hell are you up to?!"

"You'll pay for this!" Pinkamena screamed in anger.

Spiritshadow chuckled evilly, "You want challenge? I shall give you one. And this one is extremely..." He smirked darkly and sinisterly, " Minions... ATTACK!"

Thousands of warriors and children cried wildly and determined as they all charged straight at the shocking, worrying and scared Twilight and her Rescue Team.

Twilight and her Rescue Team ran fast and away as they were being chased after by the thousands of controlled warriors and children. As they continued running away, they sometimes took a peek on their back. They were all in feared and concerned about their captured yet controlled friends.

As they continued running along the long yet narrow road, Rainbow Dash spotted a small hole from left walls. She quickly flew straight to it before turned to her friends and waved them to enter the area at once. Twilight and her friends quickly entered the hole at once. While they remained in hidden, the controlled minions continued charging and heading straight in search of their preys.

Twilight and her friends panted in exhaustion and tired. They were exhausted from running away from their enemies.

"I can't believe this is happening..." Applejack said in shock.

Flare Tiger nodded her head in concern, "Not only warriors, but... but the children." She sniffed in pain, "My children... I can't believe that stupid ghoul used them!"

Rainbow patted Flare Tiger's back gently, "We'll get them back. I promised."

"But question is... How are we gonna do that? That guy is impossible to deal with," Ben said in concern and feared, "And I'm worry that... we won't save them in time."

Twilight shook her head in denial, "No! There has to be a way! I'm not leaving mine or my friends' behind! I won't!"

SCREECH! Pinkamena screamed in anger. Twilight and her friends gasped in shock and feared.

"PINKAMENA! DON'T!" Everyone but Pinkamena screamed in fear.

SLASH! SCREAM! The warrior that Pinkamena killed turned into black mist. It flew straight out from the hole they were hiding.

Twilight groaned in annoyance, "Killing that warrior would alert Spiritshadow about our location!"

Rainbow groaned, "You're worse than Pinkie Pie, Pinkamena! Now, we're in deep trouble!"

"Sorry..." Pinkamena apologized.

"Never mind, partner!" Flare Tiger exclaimed in shock and concern, "Here they come!"

Thousands of Warriors and Children had arrived on the hideout. They surrounded the area. Twilight and her friends came out as they armed themselves with their weapons for the battle. Spirtishadow floated above his minions as he gave them his evil and dark smile.

"Go, my minions. Destroy them! I WANT THEIR ESSENCES NOW!"

Thousands of warriors and children cried wildly and angrily as they all charged straight at Twilight and her friends.

"We have to fight," Twilight said while having her eyes narrowed in determination, "but we can't hurt the children!"

Rainbow groaned in annoyance, "Just great..."

As the thousands of warriors and children came close, Twilight and her friends charged into the battlefield. While the heroes battled the warriors, they avoided and evaded the attacks from the children.

Ben used his Hylian Shield in blocking the arrow and bullet storms from both archers and rifleponies while at the same time, he swung his Master Sword in attacking and defeating his enemies to the death. He rolled over to the front in avoiding the attacks from both Phobos and children. With his Hylian Shield disappeared, he then summoned his Razor Sword. He battled and attacked his enemies one-by-one while deflected the blasts from his enemies. Both Spike and Phobos jumped and slammed Ben to the ground hard before they punched his face hard and pain.

Applejack used her Mind Whiplash in striking and defeating her enemies from charging on the ground and the minions shooting from the edge and mountain. When they closed to her, she kicked her enemies from back or punched them from the front. Upon seeing Apple Bloom and controlled Earth Pony children, Applejack turned and hovered over to another area before battled and fought against some of warriors. Apple Bloom and her controlled friends chased after Applejack.

Rainbow flew to the sky as she swung her swinging Magical Nunchucks in battling with her flying enemies. When her enemies passed her by, she chased and went after them before using her Magical Guns in firing and blasting them out. As she continued battling her enemies, Scootaloo and the Pegasus Foals charged in from the edge of mountain as they brought her down to the ground. They attacked and hit on her head hard and quick.

Pinkamena swung her Sword of Pinkie in defeating the warriors quickly and hard as she can. She then gave them a creepy and scary laughs; causing most of the minions screamed and ran away from her. Sweetie Belle and the Unicorn jumped and slammed her to the ground. The Unicorn Children then fired their magic horns at her.

Flare Tiger punched and kicked her enemies quickly and hard as she can while dodging and avoiding the attacks from her enemies. Blaze Leo, Midnight Moonlight, Ace Swift and Aurora Borealis jumped and slammed her to the ground before punching and knocking her out as quickly as they can. Flare Tiger moaned and groaned painfully as she struggled to get out from them.

Twilight blasted her Unicorn Bursts and Twilight Star Shower at her enemies when they all charged straight at her. At the same time, she swung her Starblade in defeating her enemies while blocking the attacks from them. Seeing her enemies charged from the top, Twilight flew straight up to the top and swung her blade against them one-by-one. Nyx; in her Battle Form, grabbed Twilight and flew straight to the ground hard. Nyx punched on her own mother's face for few times.

As the heroes continued battling with the controlled warriors and children, the former heard of what the latter had mumbled and muttered.

"Free Within... Free Within... Free Within..."

Twilight and her friends were in concern and confused of what the mind-controlled minions had said as they continued their battles with the enemies.

As most of the warriors were defeated, their bodies transformed into the essences. They flew straight and entered Spiritshadow's body.

As Nyx was about to punch Twilight, the latter quickly kick her off. She quickly headed back as more of her teammates managed to kick the warriors and children off from them. Both warriors and children surrounded them. Spiritshadow chuckled evilly and sinisterly.

"It's only a matter of times, ponies... It's over now... Kill them!"

Spiritshadow's minions charged in and attacked Twilight and her friends; forcing the latter to battle them while avoid harming and attacking the children.

Applejack grunted in anger as she punched and kicked her enemies off, "We've gotta do something. I can't keep on like this!"

Flare Tiger nodded her head before kicked her enemies off, "Yeah! And I really mean kicking that stupid ghoul! That guy is tough to catch!"

"Not to mention," Ben exclaimed in concern before thrust his Master Sword at two to three warriors' chests, "- we've gotta stop him from using their essences!"

Rainbow Dash rammed two to three flyers to the walls hard before using her Magical Gun Modes in firing her enemies, "Yeah! No kidding! We need to do something about getting them out and our friends kept mumbling 'free within'!"

Twilight gasped in shock as she remembered what Tao had mention about 'freeing the essence' and 'free within'.

Tao's voice echoed her mind, "His powers comes from the essences. Without them, he will be useless and unable to fight his enemies. But if you don't stop him from collecting the innocents or warriors' souls across the Realm of Living, he will become too powerful or strong for you all to stop. Spiritshadow has some kind of Dark Magic in summoning a death to defeat his enemies."

"Spiritshadow has some kind of powerful spell to summon the death. If we can destroy it, then we can free Apple Bloom and Scootaloo from it," Twilight's voice echoed on her head.

Twilight's eyes widened in shock, "That's it! All this time... It's right under our muzzle! I can't believe it!" Everyone turned and looked at her. She continued, "It's the essences Spiritshadow has kept! That's what Nyx and her friends are trying to tell us! If we can get them out, he'll be weakened!"

"That'll be lickety-splits!" Flare Tiger exclaimed happily, "Then our friends and kids will be freed in no time!"

"That's brilliant, Twi! But there's one tinsy thing we're missing," Rainbow said calmly but shouted, "HOW THE HECK ARE WE GONNA DO THAT?!"

Ben spotted some of the spiritual essences were heading straight to Spiritshadow as the latter continued laughing.

"From within," Ben answered, "If we destroy whatever trapped the souls, we can free them."

"Question: how are we gonna get in," Applejack asked in concern.

While Twilight and her friends battled their enemies, Pinkamena thought of something while watching the event. She gasped in surprise before giggled happily. She turned to Twilight and her friends with her happy looks.

"There might be one way. I seen an Episode about this the hero grabbed one of the essences went within his void and freed the warriors ."

"Seriously?" Twilight asked in concern.

Killing the last three warriors, Pinkamena smiled, "Just grab a defeated warrior and fly into the Ghoul and free the trap souls Duh..."

Nyx and her Cutie Mark Crusaders nodded their heads in agreement as they all charged right at Twilight and her friends. The latter were in shock and concern of seeing Nyx and her friends charging at them. Pinkamena nodded her head firmly.

Knew it was their one shot, Twilight and her friends took a deep breath as they prepared to defeat Nyx and her friends. As the latter got close to the former, Twilight and her friends quickly punched and knocked Nyx and her friends out. The latter group smiled in relief.

Nyx and her Cutie Mark Crusaders transformed into the essence forms as they all flew straight to Spirtishadow's body. Spiritshadow chuckled evilly and darkly.

SNATCH! Spiritshadow gasped in shock as he opened his eyes. He spotted Twilight and her friends grabbing the essence's tail and they were heading straight to him. He gulped.

"Impossible..."

As Spiritshadow continued watching, Twilight and her friends entered his body's bluish sphere at once...

---

Upon entering the realm, Twilight and her friends landed on the ground at once. They looked around of their surroundings. They found thousands spiritual blazing rings which trapped most of the warriors and children sitting and squatting down.

As Twilight and her friends passed the prison cells, they found and saw many of prisoners with deep despair and pained, trapping within Spirtishadow's prison. They then spotted the large bird's cage-like. They found someone familiar: the Cutie Mark Crusaders. Twilight and her friends approached to the cage at once before giving the children a warm yet relief hug. They then departed.

"Boy, are we glad to see you here," Spike commented happily.

"I knew you can figure it out!" Nyx exclaimed happily.

Twilight nodded her head, "I'm glad to see you and your friends are safe from the danger."

Applejack sighed, "We almost hurt you all. I'm so sorry."

"It's okay, Applejack. We're the essences," Apple Bloom said calmly, "Besides our bodies may feel the pain, but it doesn't affect our souls as long as he kept us here. We're his prisoners."

Sweetie Belle nodded her head, "That's why you've gotta free us!"

"Yeah, free us," Scootaloo smirked determinedly, "He'll be weakened and beaten for good without fighting him off."

Twilight nodded her head, "That's the plan, girls. Let's do it! All of you will be freed!"

Twilight and her friends lifted their own weapons up as they slammed on Cutie Mark Crusaders' Prison. The latter smiled and cheered happily as they hugged the former passionately and happily. Everyone turned and glared at the prison.

Twilight and her friends charged in. They slammed their weapons and bare hooves in breaking the prison's spiritual rings into pieces. With the rings broken, the warriors and children transformed into pure white lights-like as they flew and escaped from Spiritshadow's prison.

As Twilight and her friends continued freeing the prisoners while the latter spiritually escaped, the area glowed brightly in white...

---

Spiritshadow screamed in pain as he felt his body kicking and hurting. He clenched his body hard as he tried to hold his hard and tight. For the moment had passed, the bluish orb-like broke into pieces. Spiritshadow screamed wildly as the thousands and more of essences broke through and escaped him. As the white light spread and scattered across the Equestria, other strong yet glowing lights flew straight down.

As the thousands of light flew across the Equestria, they quickly entered the bodies of children from churches, hospitals and clinics. They slowly opened their eyes and looked surprise and shock. The parents saw their children alive as they embraced the latter tightly, happily and passionately. At Manehattan's Hospital, Rarity hugged Sweetie Belle hard as soon as she saw the little one alive.

At Zecora's Hut, both Tao and Zecora were watching on Apple Bloom, Scootaloo and Flare Tiger's four children. As the latter's souls entered their bodies, they slowly opened their eyes like they were waking up from their deep slumbers. They got up at once and cheered happily and wildly. Zecora and Tao smiled in relief of seeing the children alive.

---

As all of the essences escaped, Spiritshadow had turned into his broken, crippled and weakened state. He fell to the ground hard. For the moment had passed, he struggled in getting up. He looked at his body. He gasped in fear and shock.

"My essence... Where's my es-!"

Spiritshadow looked up and found thousands of Warriors glaring at him. He gulped in fear while shivering.

"No... No... Noooooooo!"

The thousands of warriors approached Spiritshadow as they were preparing to punish him.

On top of the edge, Twilight and her friends were standing on it along with the living Cutie Mark Crusaders members, Nyx, Spike and Phobos. They all glared at their enemies from the top. Sensed someone calling Twilight and her friends, they responded to it through the use of Mental Link.

"Twilight and my friends, you did it. The missing souls of children have return safely to their physical bodies," Tao reported happily.

"Yeah! Thanks, sis! You did it! We're saved now!" Apple Bloom said happily.

"Yeah! We're so awesome on both in and out," Scootaloo exclaimed happily, "We tell you guys from the inside and then we bang it out!"

Applejack and Rainbow giggled happily and amusement.

"So true, squirt. You're so cool, kid," Rainbow smiled.

Applejack nodded, "Either way, both you Cutie Mark Crusaders and Mr. Tao did the wonderful job. Thank ya'll very much."

"No problem," Apple Bloom thanked happily, "Can't wait to see you come home safe, sis. So, we both can start our apple bucking."

"Yeah! We can do some awesome and cool stunts!"

Scootaloo exclaimed happily, "Just hope Sweetie Belle alright too."

"My children?" Flare Tiger asked in concern.

Tao responded, "They're safe too. They're okay now. They're waiting for you now." Flare Tiger smiled in relief. He continued, "Come home now. I fear the attacks of both Myotis and Spiritshadow is nothing but the beginning of our endless fight."

"Got it," Twilight nodded her head in agreement. She turned to Nyx, Spike and Phobos. She smiled, "I'm so glad to see you alright. I was so worried."

Nyx nuzzled Twilight's legs, "Don't worry, mom. I'll be fine. We handle the worst, we can take care of it."

"Yeah. Not to mention, this is our second time to experience the death," Spike remarked.

Phobos shivered in fear, "Never want to do that again."

Twilight giggled in amusement. She turned and looked at the worried Ben. He hissed in concern as he had some thoughts. He saw the scenes that he was not familiar with. He saw himself yelling angrily at his saddened and pained mother and Twilight Sparkle about something. He saw himself talking with Shadow Dragon. He saw himself fighting with Azure Phoenix and Strikespell. He saw himself holding Twilight closed to him while crying in anger and despair. He saw... Spiritshadow laughing and chuckling evilly and darkly.

"Ben?"

"It's okay, Twi. I'll be fine. Let's go home."

Twilight smiled and nodded her head in agreement. She and her friends turned and headed straight to their home. Ben's smile turned into frown. He looked up and glanced at the sky as he wondered of what did his vision told him about. What does it involved him, his family and Spiritshadow?

---

At the Dark Mystic Throne Chamber, the dark and demonic armored Dark Mystic Elite Guards brought the weakened Spiritshadow before Dark Curse. Spirticurse, Crimson Skull and Kishin Akuma were with him as well.

Dark Curse snarled in anger, "You have failed me..."

"No master!" Spiritshadow exclaimed in fear, "Please forgive me!"

Dark Curse hummed calmly and snarled in anger, "No! Take him away! Torture him with his miasma! Make him suffer!"

As the Elite Guards grabbed his shoulders and pulled him away, Spiritshadow screamed in fear, "No! Not miasma! Anything but that! Noooooooooooo!"

With Spiritshadow taken away, Dark Curse turned his attention to Spiritcurse, Kishin Akuma and Crimson Skull.

"My brother is completely useless as usual, my liege. I knew his arrogance and boastful would lead his downfall," Spiritcurse remarked angrily, "I don't even know why I kept him alive."

"Be thankful that..." Crimson Skull cleared his throat, "he still can be useful as others are for the special plans."

Kishin Akuma nodded his head in agreement, "Despite some setbacks, our plans continue. Ben is aware of his vision has yet to come. This means he won't expect of what he would do next."

Dark Curse nodded his head in agreement, "Yes... When that time comes, he will be twisted by the truth of his blood mother's lies. The plan is what I had hope for. Continue your mission and objectives, this is merely the beginning."

Dark Curse did was giving a dark smirk...

The End

Main Casts:
Tara Strong: Twilight Sparkle
Ashleigh Ball: Applejack, Rainbow Dash
Jason Marsden: Ben Mare
Daveigh Chase: Nyx
Cathy Waseluck: Spike
Chris Sanders: Phobos
Kevin Michael Richardson: Spiritshadow
Michelle Creber: Apple Bloom
Claire Corlett: Sweetie Belle
Madeline Peters: Scootaloo
Adrian Libman: Pinkamena Diane Pie
Jennifer Hale: Flare Tiger

Minor Casts:
Brenda Crichlow: Zecora
Sab Shimono: Mystic Tao
James Arnold Taylor: Blaze Leo
Scott Menville: Ace Lewis
Katie Griffin: Midnight Moonlight
Catherine Taber: Aurora Barealis
Latham Gaines: Dark Curse
Susan Silo: Spiritcurse
Liam O'Brien: Crimson Skull
John Swasey: Kishin Akuma

Preview - Blood Flow: Myotis, angered by his son's siding with the heroes; decides to attack his friends. Can Terrorcreep, Twilight and Flutterbat be able to defeat him and rescue the ones they love and cherish?

Review and Suggest as much as you can...

References:

1) Spiritshadow is based on Demongo the Soul Collector from Samurai Jack.

2) This story is based on 'Samurai Jack's Episode called 'Jack vs. Demongo the Soul Collector'.

3) The vision Ben experience foreshadows 'Fluttercruel, My Dear'.