Dark energy surrounded Kyra. Celestia picked up the box containing the Elements and backed away.

"What's happening?" asked Rainbow Dash.

"Will some pony please help me?" yelled Applejack. "My hooves are getting tired!"

She began to slip again.

Dark energy erupted from Kyra and then dissipated. Every pony gasped at Kyra's true form. Sharp teeth protruded from her gums. Claws had replaced her hooves and dark spots appeared on her fur. Her eyes looked like those of a cat, but only bright red. Her ears now had black fur on the rims. Her tongue hung out from her mouth and rested on the cave floor. She let out a sigh of content as she brought her tongue back inside her mouth. She approached Twilight.

"Run, Twilight!" yelled Applejack.

"Can't. Too scared."

"That's right." said Kyra, almost snake-like. "Just try to move." She circled Twilight. "Can't, can you?"

She kicked Twilight. knocking her to the ground. She covered her head with her hooves.

"Oh, come on. Fight back!" Kyra yelled, kicking Twilight repeatedly.

"Stop this!" yelled Celestia.

Kyra stopped kicking Twilight and looked over at Celestia. She burst into smoke and reformed directly in front of Celestia.

"Got something to say, princess?" she asked.

"I'm not scared of you, Kyra."

"Really?" asked Kyra.

She let out a massive roar in which her bottom jaw opened wide enough to touch the ground. Celestia flinched, expecting to be eaten. Kyra closed her mouth and laughed.

"Oh, Celestia..." said Kyra. She kicked Celestia in the knees, knocking her to the ground. "You're so weak."

"L-leave her alone!"

Kyra looked over at Rainbow Dash.

"Almost forgot about you." She teleported in front of Rainbow Dash. "Oh, Rainbow Dash. The bravest of them." A grin spread across her face. "Now, look at you." She then glanced over at Rarity. "And you." She teleported next to Rarity and knelt down. "Being the pony of fashion that you are, tell me... how do I look?"

"E-excuse m-me?" asked Rarity, shuddering.

"How do I look?"

Just then there was a scream and every pony looked outside.

"Help!" screamed Applejack. She tried to get a hold of the side of the mountain with her back hooves but it was no use. "HELP ME!" She started to panic as she began to slip.

"Applejack!" yelled Twilight.

Applejack suddenly lost her grip and fell.

"No!" yelled Rarity

"Well, isn't that too bad." said Kyra with a smile. "I was really hoping to kill her myself."

"You''ll pay for this!" yelled Twilight.

"Oh, yeah?" asked Kyra. "And who's gonna face me? You?"

"No." said a voice. "Me."

Kyra looked towards the cave opening and saw Derpy. She was standing next to Applejack, who had fainted from the thought of dying.

"You!" yelled Kyra.

Derpy stepped inside the cave, ready for the final showdown.

The Power Of The Elements

Kyra took a step towards Derpy.

"You think you can beat me?" Kyra yelled.

Derpy walked towards Kyra.

"No." said Derpy, stopping in front of Kyra. "I know I can."

"Really?" asked Kyra, laughing a bit. "And you think you can, why?"

"Because I have something worth fighting for."

Kyra let out a roar, extending her mouth once again. Derpy took a step back in fear but managed to stand her ground. Kyra closed her mouth. She took a step back. For the first time, Derpy saw a bit of fear in Kyra.

"What's going on?" she asked. "Why aren't you frozen with fear?"

"Not sure, Kyra." said Derpy. "I guess I'm just not scared of you anymore."

A angry frown spread across Kyra's face. A soft growl escaped her lips and she reverted back to her normal evil self.

"Then, I guess," Kyra began calmly. "there's nothing left to do, but..."

Kyra lowered her head a bit and appeared sad. Then, in the blink of an eye, swung her hoof, knocking Derpy across the face. She flew backwards and smacked into the cave wall. Kyra approached Derpy as she fell to the floor.

"You have no idea what you're in for, girl." said Kyra, levitating Derpy and holding her against the wall. "You are about to receive more pain than any pony has ever felt."

Derpy's leg started to twist and pull.

"Hey, Kyra!" yelled a voice.

Kyra let go of Derpy's leg and whipped around. Her gaze quickly fell upon Twilight's crown. Her friends were wearing necklaces. She then quickly glanced at the open box near Celestia's hooves.

"No." Kyra said softly.

"It's over for you Kyra." said Twilight.

"NO!" yelled Kyra. "I WON'T GIVE UP!" A burst of dark energy erupted from Kyra. "I WON'T!"

Kyra's blast sent cracks shooting up the sides of the cave, also knocking Derpy to the ground.

"Ready, girls?" asked Twilight.

"Ready." her friends responded.

Their Elements started to glow, shooting a rainbow up into the air.

"NO!" yelled Kyra.

The rainbow swirled around her as she let out a scream. The cave filled with a bright light which soon faded away, leaving Kyra lying on the floor of the cave. There was a cracking sound as bits of rock fell from the ceiling. Kyra opened her eyes and slowly stood up.

"What..." Kyra said, slowly getting back up. "What happened?" She gaze around the cave and spotted Twilight. "YOU!" she yelled. She made an attempt to launch out dark energy but nothing happened. "What?" she asked. Her skin changed to bright red and her mane became blue. Her cutie mark became a heart. "My powers..."

Twilight looked up as the ceiling began to crack. More rock bits rained down.

"YOU TOOK MY POWERS!" Kyra yelled.

She took off towards Twilight, who launched a bolt. It struck Kyra, sending her flying backwards and hitting the wall. She fell to her knees.

"We have to go!" yelled Twilight. "This place is falling apart!"

She and the others ran to the mouth of the cave.

"WHERE ARE YOU GOING!" yelled Kyra. "COME BACK!" A tear fell from her eye. "Come back." she said, crying.

She heard a cracking sound above and looked up. A large chunk fell from the ceiling above her. Kyra closed her eyes.

Twilight and the others stood at the base of the cave, looking up. The roof of the cave had collapsed.

"Well, that's over." said Twilight. She turned to Derpy. "Thanks for helping, Derpy."

"Don't mention it." said Depry. "It was the least I could do after everything I'd done."

Twilight put a hoof around Derpy. "It wasn't your fault."

Derpy gave her a smile and the group headed back to Ponyville.