In that single instant, she believed she was dead. But instead, she only felt emotions as her own memories were forced upon her, and then they were rapidly plucked away the moment they ended.

She couldn't fully comprehend what was happening to her. In one moment, she was standing in Canterlot talking to her brother as a little filly, and in another moment she was in Ponyville chatting with her friends over a tasty lunch. Mmm....daffodils and a side of sunflower seeds and corn.

They kept whipping by rapid-fire, and just as quickly they kept ceasing to exist within her own mind. She wasn't sure what was going on, but it felt like she was jumping from happy moment to happy moment. She couldn't even remember how she'd gotten there, or why she was running through random memories. It felt nice though. Maybe if she just let them happen....

'Tw...l.gh...!'

"Huhn? Whuzzuh?" she mumbled drowsily, her words echoing in the air around where she believed she was watching her own memories from.

'Twi...ht!'

The voice echoed in her mind once more, a familiar tone that she had only heard once before. Where had she heard it from? She couldn't make it out....

'Twilight!'

That time, the voice echoed all around her, an intense, loud sound that shattered the spell locking her away within the bliss of her memories. She opened her eyes and felt the tendril that had, surprisingly painlessly, burrowed into her mind. Her horn flared up and she teleported away, out of the Nightmare's grasp in a brief moment of focus, the sound of the voice feeling as if it had empowered her.

Then she realized that she was here, in the room, in the stink and the horrid presence of the creature whom she believed was actually about to kill her. She quickly pressed a hoof to her forehead, feeling around the spot she'd stabbed into her at....yet, there was nothing. No blood, no hole in her head, no nothing!

"What in the world just-"

"Get down, Twilight!"

That voice again! She turned and looked right at a dark bolt of energy heading right for her, the arcing energy rushing through the air in spastic patterns. It was all she could do to hit the deck just before a mighty thunder-clap hit with all the resounding deafening force of a tidal wave.

The Nightmare was sent sprawling, her magic deactivated under the surprise assault. She roared out in defiance of the electricity coursing through her body, but it was no use: she couldn't move. The dark energy had control of her, though it was temporary.

Twilight could barely force herself to look away as a dark tendril wrapped around the Nightmare's neck from behind her and whipped her around in the air, a distinct snapping sound heard before she was released, sending her flailing limply through the air and against a wall, unseen beyond the darkness.

Twilight almost jumped out of her skin the moment she felt a hoof on her side. She whipped her gaze over to the source and looked up into the eyes of....Princess Luna?

"Wh-wha-why are you here?!" she shouted suddenly.

"No time for that, get out of here!"

"Where do I-"

"Back the way you came! Go!" Luna shouted to her, stepping around in front of her.

Twilight got to her hooves quickly, looking back to the now-open path, fully devoid of the bodies and skeletons that plagued her psyche on the way down. Then again, she felt more mentally fortified now, as if fear didn't exist here. It was an odd sensation, as if she were both herself, and somepony else.

"Wh-what about you?"

Luna turned suddenly and touched her horn to Twilight's, darkness emanating from her horn and flowing into Twilight's own. The lavender Unicorn gasped and clenched her eyes shut along with her teeth. She felt a rush, a rush that was both damn good and ecstasy-ridden, but it was also very overwhelming.

She both felt, saw, and suddenly KNEW memories that weren't her own. A flood of knowledge implanted itself alongside her normal patterns of thought, integrating themselves into what would normally be her standard ways of performing Unicorn magic. By the time it was over, she felt something akin to an orgasm rushing through her, one that seemed to keep bursting within her, debilitating her movement.

Luna stepped back and took a breath, a very pleasure-ridden breath and had both of them blushing. She quickly recovered from it however, and lifted a forehoof up.

"N-now get out of here! Find the others and find a way out of her maze!"

With that, Luna slammed her hoof into Twilight's chest, and the world rushed past her. She only had a brief second to realize that she was soaring backwards down the very hall she had come down, guided perfectly down the twisting and turning center of the hallway by whatever magic Luna had performed to get her moving.

She felt an impact against her back, and the world around her went black. By the time she came to, she saw herself. Standing over her.

"....Uh?"

Luna turned to face the Nightmare again, but she was clearly feeling the effects of fusing her mind with Twilight. Her heart was racing and her mind was muddled under the intensity of the release it brought her. Her body wished to lay down and rest, but she knew that she wasn't truly in her body. Aside from that, laying down would mean the death of her.

"Hello to you too, Mother," she spat at her, stepping into the very dim, vague light. "I wonder if that counts as incest, what you just did."

"I did not have much choice if I wished to keep her safe from a psychopath like you!"

"How harsh! Are you still angry about falling prey to me? You were the pony stupid enough to hug me after I ripped a researcher in half right in front of you."

Luna took a breath and locked her gaze with the Nightmare's, both of them readying their similar magicks against one another. Luna's pristine figure began to become enshrouded with darkness, her physique disappearing under the same magic the Nightmare was using.

"You turned me into Nightmare Moon and tried to kill Celestia by stealing my power!"

"Oh yes, I did, one of my more glorious moments."

"What happened to you, Star? What did they DO to you that would drive you to all of this?" Luna asked, the dark magic hiding the fact that she was crying under the surface.

That was the only time Luna had ever seen genuine rage on the Nightmare's face. She stamped her forehooves against the ground, tendrils rising up from the darkness around her, five of them looming mere feet away from her, all of them shifting around in motion with the Nightmare's steps.

"You let them experiment on me!!"

"I never-"

"Don't you lie to me, you sick twisted BITCH!!!" the Nightmare roared at her.

The Nightmare was the first to make a move. Thoroughly enraged, the Nightmare lashed out with all five of her readied tentacles, the razor-sharp weapons rushing directly at Luna and around her, wanting to give her little chance of getting out of the way.

Luna was far from a fool. The Nightmare made a wild lunge for her general location, but by the time they reached her, she was of the same consistency as the darkness around her, melding into the shadows. She shifted around the room in absolute silence, circling around the Nightmare's position, her eyes locked on the demonic mare.

Unfortunately, she wasn't paying attention to the fact that the Nightmare had a trap ready for her.

She felt the presence ahead of her movements far too late, and drifted directly into a tendril that grabbed her by her throat and tore her out of her shroud. She tumbled across the floor and rolled to her feet, ignoring the sensation of her windpipe being stuck shut in favor of staying alive.

The moment Luna has walked right into her trap, the Nightmare knew where she was, and lashed out with three of her five available skewering tendrils. They arced up into the air, twisting and surging around one another, forming a single combined force that Luna fired three balls of dark energy at.

Each blast caused an explosion that ripped one tendril, then another, then another apart, leaving her a cloud of billowing black smoke to use as impromptu cover. The Nightmare dove into it just the same.

They were both shuffling through it, slowly stepping and doing their best to silence their movements. When both spotted one another's horns, or rather, felt the magic so close to them, they charged and locked horns. Luna was at the disadvantage due to her smaller stature, but she held her ground, not daring to give an inch for fear of giving her the confidence needed to put this situation to its most beneficial use.

"I-rrgh!-swear to you that I had no part in whatever they did to you, Moonlight!" Luna pleaded, straining to resist the strength of the other.

"Oh but didn't you-nnh!-Mother? You locked me away in a cell and came to visit meeee-aagh....!" the Nightmare strained to say, Luna's sudden burst of strength making her ease back slightly. "You could've taken me out of here."

"No I couldn't have, we couldn't be sure if you were-"

"DANGEROUS?!" she bellowed, clenching her teeth and pushing back even harder, the strain on their horns borderlining the point of becoming agonizing. "Well, I-*huff*-guess you have your answer now, don't you?"

"I was pregnant, Moonlight, it was too dangerous for me to visit you, I wanted to show you your-rrgh!-your little sister after she was born!"

"All the more reason for me to want everything regarding her dead. That little witch and her disgusting little virmin are all part of the reason they got away with what they did....but I made them pay. Oh yes, I so very much made them pay, especially that foalfiddling Senior Scientist who was in charge in your stead!"

Luna could barely register the struggle they were having, her body and her mind locked, focused on the horrific realization that, in her absence, her daughter had been....

"You let them do it! It was an advanced research facility, you knew what they would do to the daughter of a GODDESS the moment they believed they could get away with it!" she cried out to Luna, pushing hard in a fit of anguish and hate.

Luna's spirit was broken. In a single fell swoop, she felt her body giving way beneath her. The Nightmare took the opportunity and pressed her advantage once again, and Luna's legs almost gave out beneath her. With her head knocked downward, the Nightmare reared up on her hindlegs and slammed her forehooves down as hard as she could on the back of Luna's head, sending her nose crashing down into the floor.

The distinct crack of cartilage and bone giving way could be heard, blood leaking from the Princess's nostrils. She cried out in pain and rolled onto her side, looking up to her daughter with tears pouring from her eyes.

"I am....SO sorry, Moonlight....!" she choked out, slowly getting to her hooves once more. "What could I possibly do to make this better? Is there any way I can stop this?"

The Nightmare looked into her Mother's eyes, swallowing back the sobs and the tears as the memories flooded her and made her feel the unwanted, intimate touch of another pony all over her body. She stepped back as the memory of the sensation, the entire experience, traumatized her all over again. She forced it out of her mind and glared at Luna with a grim determination.

"No. There's nothing you can do. Don't ever talk to me like I'm your daughter ever again," she said, her gaze unwavering. "I'm going to crush you. But first I'm going to crush everything you hold dear. Every last pony, Gryphon, Zebra, hell even Celestia's precious pet Phoenix is going to be my BITCH....!"

Luna could feel the familiar chill running up her spine. The same sensation she had the last time she looked into those hate-filled, furious and sad eyes. It had ended with her becoming Nightmare Moon, albeit by surprise.

"I'm going to beat you over and over again into an inch of your infinite life for the rest of eternity, like a daily exercise regimen. Then I'm going to bind you to a post in the hottest, most barren desert I can find, and make you watch as I rip your sister's throat out again, and again, and again, and again no matter how many times the immortal cunt regenerates! She'll be begging me to forgive her for locking me in here!"

She could feel herself backpedaling away from her daughter, but no matter how much she did, the larger mare simply stepped towards her. The acid in every word she said made Luna's heart ache, never before had she heard such unbridled, overwhelming hate for herself, her sister, or anypony for that matter. Once again....she found herself terrified in her daughter's presence.

"....But not here. Not now. I will gladly settle for Twilight, though....she will be the beginning of it all."

Luna's fear became her fuel, and in a massive explosion of magic, she stood her ground.

"You shall not go near her! My guards are on the way-"

"Is THAT who is setting my forest on fire and cutting the trees down in the process of defending themselves? Let me guess. Strider's colleagues?"

"Wh-how-?"

"He told me his name after I removed my hoof from his crushed torso."

An almost primal roar erupted from the Princess of the Night, and with her emotions fueling her already innately poweful magic, she unleashed a rapid barrage of explosive magic bullets at her, each one detonating against or all around her, concussing the Nightmare and knocking her further and further away.

"There is no apology in the world that could ever adequately beg for forgiveness for what happened to you when I was not there-"

A whip-like tendril lashed out through the plume of black smoke left behind by the explosions from Luna's horn, wrapping around the Nightmare's throat and yanking her with neck-snapping force through it, back towards the source of the magical weapon.

"-But I refuse to allow your hate to destroy a world that has done nothing to hurt you!"

They were mere feet apart, Luna's anger abated by the mere sound of her voice. She sounded as if she were in pain, and even after all this time, Luna could barely bring herself to lash out at her daughter seriously.

"The sins of the past, Mother! You will pay, THEY will pay, every living creature in Equestria will pay for YOUR hubris!!"

She wanted to throw her. To bash her skull against the non-existent wall, but a fight here would serve little purpose if they could match one another in strength, skill and speed. Even if she didn't want to admit it, she was afraid of her daughter. She had so much more control over The Void, far more than what Luna had access to. The Nightmare seemed to pick up on this.

"What's wrong, Mother? You're trembling...."

Her mocking tone didn't stop Luna from looking down at herself, finally noticing her trembling legs and her wings, firmly tucked in and out of harm's way. She tried to present herself with more confidence, but the damage to her image was done: the Nightmare had called her out on what she was really feeling.

"Oh, Mother, don't worry. I won't kill you here!" the dark pony said, breaking free of Luna's grip with a simple burst of a spell. "This place is my mind and Twilight's. It would be an unglorious end if I simply turned you into a vegetable. No, I'm going to enjoy making you suffer....!"

The Nightmare laughed as Luna backed away, becoming pinned against a wall while her focus failed and her magic dispelled from around the Nightmare's neck. The dark creature cricked her neck a bit and continued to smile her wicked, smug, sadistic smile.

"In fact, maybe you should return to your body and get moving! We both know what your next move's going to be. Go erect your barrier with your precious sister's assistance to keep me out. It will make it all the sweeter when I get past it and prove just how helpless you both really are!"

Her confidence had a profound effect on Luna's morale. The battle was over before it truly had a chance to start: Luna had no time and very little energy to waste on contending with the one creature in the world she legitimately feared more than anything else in her life. The Nightmare matched her and perhaps even went far beyond her power at this point, The Void's power amplified exponentially by her uncontrolled rage and sadness and hate.

Luna could think of no other choice at the moment but to flee.

She clenched her eyes shut and imagined Canterlot. Saw herself sitting there and screamed in her head the desire to return. Her magic responded in kind. With her wings spread and with one mighty jump and flap of her wings, she rocketed up into the air and through the imposed ceiling that wasn't truly there.

Soon, her world turned to darkness, and she felt the calming embrace of another pony against her side. That however didn't stop her from freaking out.

While she was within the Nightmare's mind, she had braced her mental faculties and forced her fears deep, deep into her subconscious where it couldn't get to her. But the Nightmare had begun to manipulate that and chip away at her psyche with words and intense scare tactics. It worked wonderfully against her.

Luna screamed a blood-curdling scream, the likes of which Celestia wasn't prepared for. Her eyes flew open with a wild and frantic gaze, her head swivelling this way and that and her gaze shifting around rapidly, searching her bedroom.

"LUNA!" Celestia shouted at her, the Magisters invited into her chambers quickly examining Luna's mind and body. "Luna, calm down, look at-"

"She was there! Oh by the heavens above she was right in front of me she was touching me she-she broke my defensesdownohGodsohGodsohGODS what did I create?!"

"Sister, please, look at me! Look at me, right now!" Celestia demanded..

Luna didn't seem to be listening, her terror deeply impacting her ability to think straight. Celestia was growing desperate the more Luna struggled against her grasp, and finally she let her younger sister go just so she could grasp her head by her cheeks and force her sister to look into her eyes.

"LUNA! Listen to me, damn it all!!"

The Princess of the Night was clearly absolutely terrified, all of her barriers shattered either by her own innate fears of possibly becoming Nightmare Moon again, or by her long-imprisoned daughter's presence, jarring confidence and hate-ridden words. But, when Celestia had managed to focus her attention, she visibly softened and slowly began to realize where she was. It didn't change the fact that she was two seconds away from tripling the patrols of the Night Guard.

"She is not here. You are in Canterlot Castle, with me. That's all. She cannot hurt you here, especially while you are under my supervision. Do you understand?" Celestia said, holding her face still to keep their eyes locked.

Luna simply nodded, at first. But when Celestia let her go and she finally let out the held-in breath she'd been containing since she was first grabbed in such a way, she quickly ran through the things the Nightmare had said to her.

"Sister, she....I finally know what happened to her," Luna said, her body slumping. "It is all my fault....!"

"What? What do you mean?"

"I always thought that she must have done what she did but I never....th-those filthy bastards forced experiments on her, and one of the researchers raped her....!" Luna choked out, the tears running down her cheeks freely.

Celestia said nothing, though her face said it all. The Magisters looked to them both curiously, but Celestia motioned to them all, then pointed to the door. They left just as Celestia embraced her sibling in a firm and comforting embrace, Luna's sobs heard up and down the halls even after the door was closed behind them.

After a short few minutes, far too short of time for both Celestia and Luna, the two separated with the pastel-maned Princess retrieving a towel to help dry her younger sister's tears as best she could. She looked visibly shaken by the news as well, but if it fazed her as much as it fazed Luna, Celestia wasn't showing it.

"Luna....are you prepared to go through with this?"

"....I-I don't have much of a choice, do I Tia?"

"If there were any other way, I would make any sacrifices necessary to-"

"No," Luna quickly interjected. "Even if it was her choice to do the things she did, I still hold the most accountability, Tia. You warned me so many times....!"

"Luna, no matter how immortal we may be, we're still mortal in mind and soul. You can't blame yourself for what happened to her, you were struck with grief and you trusted your colleagues! How could you have known-"

"You knew. You knew there was a good chance it would happen. If you knew, why did I not become aware of it until it was too late?"

Celestia could only hold her tongue upon that obvious point. Luna, sharp as ever, was good at pointing out exactly what mattered most.

"....As I thought," Luna said, visibly shrinking in on herself. "Let us go. Ponyville awaits, and we must both be ready."

Luna was the first to leave, dejected by her own words and by Celestia's inability to convince her otherwise. Celestia sat there, her gaze focused on the carpeted floor of her sister's chambers, an uncharacteristic frown marring her normally beautiful visage.

"I wish that you could believe that being in love and happy could cause you to overlook something so obvious...." she whispered to herself.

Celestia followed mere moments later, the two moving in silence together save for working to prepare the Rune Magic-inclined Royal and Night Guards to keep on alert. Along with that, they made sure to ready a few of those specially trained guards to come with them on a fleet of chariots to Ponyville, an entourage of fifty strong all congregated around their Princesses.

Twilight got to her hooves after scooting out from under herself, the mere thought of doing so boggling her mind. She tried to say something to herself, but the look-alike seemed busy talking to someone else. When she got up and turned around, she could clearly make out Applejack and Rarity both standing side-by-side. They looked vexed by one another's presence. In an instant, she had an idea of what this was, and when she realized that, the library formed around them.

It was a perfect replica, an uncanny physical representation of her library. Her home, from the exact moment when Applejack and Rarity had wound up being stuck with her through the storm all night during her very first sleepover. The detail was impeccable, detail that she hadn't even consciously taken in during the whole experience!

She didn't dwell on it however. She recalled what Princess Luna had said to her, not to mention what she'd done, something Twilight hoped could get resolved between them with a single sentence and little more. It still sent shudders up and down her spine to think that some might consider Luna her 'first'....eugh. Somehow, it just seemed creepy! At the very least it was tactless and horrendously inappropriate given the circumstances.

Then again, even Twilight could feel the change in the flow of magic inside of her body, and she could sense the innate knowledge needed to put it to use, drastically different from standard Unicorn magic. She closed her eyes and channeled some of what felt like very wild, uncontrollable energy, and despite its nature it submitted to her will. She couldn't tell if it was dumb luck or actual skill and mental fortitude on her part, but she thought of a shape, and the black magical energy bursting forth from her horn began to take the shape of a vase.

Of course, it was a vase hanging on her horn like when Applejack throws a ringer in a game of Horseshoes, so she quickly stopped that and walked towards the door leading out of her library.

Clearly Luna had given her this for a reason, abused the Life-Bond Ritual to impart knowledge somehow in the moment when their minds became one and that....intense ecstasy threatened to knock her out. You just don't take a virgin by surprise like that! Still, given what Luna used it for, she was willing to believe that her virginity was intact and they hadn't done anything like that at all. It was just Luna giving her knowledge and power. Nothing more.

That didn't answer the question of why Luna gave her such power in such a hurry, but she wasn't complaining outside of the methods used to give such power to her. Argh, she couldn't get that little factoid out of her head!

"That did not happen. It was just a spell, Twilight. MOVING ON." she grumbled to herself.

The first thought that rang true to her upon putting her previous line of thinking on the backburner was Fluttershy. She'd heard her friend's voice even while she was beyond that large stone door. Of course, she'd also been walking all this time in a mostly aimless direction. By the time she looked around, she was somehow standing on a lone hill on Applejack's farm.

Apparently the whole Luna marriage ritual thingy from more ancient times got to her worse than she realized. Wandering was definitely not something she did. Of course, she didn't normally waste time on pointless things either, but look at her now!

Right. Fluttershy.

She was by now fully aware of where she was. The randomness, the ability to go anywhere her heart desired in an instant in ways that made absolutely no sense....yep. Definitely inside of her own mind. She just had to focus on her friend's voice, the memory of it first, then the real voice calling out to her. In an instant, she was surrounded by hundreds of thousands of depictions of Fluttershy, each one saying her name in a drastically or slightly different way. The sudden shift from absolute dead silence to thousands of Fluttershy voices almost blew her eardrums out.

She rapidly made them go away, adjusting her thoughts and instead just doing it the hard way: focusing on the concept of her friend's mind being connected to her own. She wasn't entirely sure if that was truly the case, but Fluttershy did call out to her, and she could only do that if she were actually in here. Or if she knew magic, but that was an obvious 'no'.

"Hey Twilight, where ya at?! It's gettin' kind of creepy lookin' for you through all of your old memories of me!"

That would count double for an anti-egghead like Rainbow Dash.

In an instant, she had the feeling she wanted to talk with her friend, and moments later, they were standing in front of one another. Rainbow Dash could only jump in surprise as the distant image of Twilight sitting alone on a hilltop rapidly approached her, and stopped mere feet in front of the rainbow-maned pegasus.

"WHOA! Don't do that, sheesh!"

Twilight recoiled a little both from her friend's outburst and from the fact that she only saw Rainbow Dash's face upon opening her eyes. She took a quick look around now that they were sitting together on the hill, but saw no one else.

"You're alone? Didn't everyone come in? I mean if you and Fluttershy are here...."

"Yeah, I think we did anyways," she said, shrugging. "Keeps feelin' like I have some kind of weight on my back."

"Huh. Well, I only sort of know what's going on, but....I'm sorry," she said, rubbing the back of her head. "The Nightmare tried to kill me. Apparently before Luna showed up, I had no way of defending myself."

"Whoa-wait, Luna? As in Princess Luna? What's she got to do with this?"

"I'm not entirely sure yet, but I have a feeling I know who I need to talk to to know what's going on. Or what was going on, anyways," Twilight said, smirking. "I feel like me again, you know? I can-I can focus, and I don't feel down in the dumps or worn out for no good reason, and I want to read again! I want to study!"

Rainbow Dash could only stare at her friend with no small amount of confusion.

"You, uh....you sure the Nightmare didn't tell you something?"

"More like the Princess gave me something! This new magic is invigorating, I feel like I could take on the world right now!"

"Waitwaitwait, new magic? Is that what this is right now? Something you did?"

"No, this is the Nightmare's doing. Princess Luna gave me the knowledge to use this just before she forced me away from what I can only assume is a fight going on right now between her and the Nightmare."

Twilight yelped as she was suddenly grabbed by her friend in both of her forehooves, the pegasus hovering in front of her and a little above, up in the air.

"You left Princess Luna alone with that psychotic freak? What's wrong with you?!"

"It's not like I would have if she gave me any other choice!" Twilight responded just as loudly, batting Rainbow's hooves away from her head. "She sort of hit me out of nowhere with her hoof, and next thing I knew, I was blacking out and I woke up in the middle of an old memory."

Rainbow Dash hrm'ed and looked around, into the never-ending darkness that made up the rest of Twilight's mind, along with a plethora of memories that Twilight left in her wake on the way to the hilltop. She shrugged.

"I suppose she knows what she's doing then. Never figured the Princesses to be fighting types, either of 'em," Rainbow mused. "So what do we do now? How do we get outta here?"

"I feel like I've already figured it out, I just have to locate them and then I can get us safely out of here together."

With this in mind, Rainbow Dash and Twilight began to work together, at first with Rainbow Dash being completely quiet, much to her chagrin. Over time and combined with a lot of silence, however, Rainbow Dash tried a different tactic: she began to call out to them while Twilight continued to try to summon them with her thoughts.

This new tactic served them both well. They tried for Fluttershy first, and combined with Rainbow Dash's boisterous vocals, they managed to grab her attention and thus managed to locate her now that her conscious mind was focusing on trying to find them as well. The same method was soon performed on Rarity, Applejack, and finally Pinkie Pie.

By the time they got to her though, Pinkie Pie was in the middle of talking to two iterations of Twilight, both speaking to two different ponies in seperate memories. Whether Pinkie was aware of this or not, or whether or not Pinkie knew neither of them was the real Twilight, they will likely never know.

Twilight began to focus her thoughts once again, but this time she focused on something entirely different than just hunting for her friends. Now, she began to ponder on the nature of her surroundings. She had a hunch that the key to getting out of her own mind had everything to do with the proper train of thought.

She knew she had the method down, but the only problem she foresaw was figuring out how to take her friends with her. If she messed this up....well, she was fairly unsure what would happen, but having her friends stuck in her head would be a bad thing considering where they were at the moment outside of it.

A door. That was the answer. It was harder to do, and it took what felt like hours, but when she opened her eyes, there was a door floating in front of their little hill. Pinkie managed to make it even more difficult by getting immensely bored and talking incessantly, but at least there was a way out now.

"Okay, this should work. I think," Twilight muttered, rubbing the side of her head. "Kinda hurt though."

"Ah don't think it's so safe t'be jumpin' through magick-y doors on a 'maybe', Twi."

"All things considered, I don't think we have much cho-...well! What is that?" Rarity chimed in.

They all turned their gazes to where Rarity was looking, though Twilight was the only one that seemed to fully grasp what was happening.

Beyond the darkness that was already there, in the far-off distance, her memories were disappearing. One by one they were fading to black, or rather, the darkness was consuming them itself. She backed up towards the door with nerve-struck steps.

"Into the door."

A tendril loomed over them, making itself stand out from the rest of the blackness surrounding them. She barely had a barrier up in time to stop it from lunging down at them. Soon more appeared from the encroaching inky darkness threatening to eat them whole, and Twilight was visibly straining under blow after bone-shattering blow.

"This is our cue to LEAVE, girls!!" Twilight growled out through gritted teeth.

They didn't need much more provocation. Twilight stood her ground while they rushed through, first Rarity and Applejack, then Fluttershy, Pinkie Pie, and finally Rainbow Dash. Twilight's shield collapsed the moment she made a move for her exit. She barely managed to dive through and avoid getting impaled!

The second she passed through, she fell once again. The sensation slowly left her as she hit terminal velocity, or at least it felt the same. She was compelled to close her eyes and just let everything fade out despite her circumstances. The only reason she didn't panic was because she recognized the sensation from when she had been pulled in to begin with.

The moment she closed her eyes, she felt something shift inside of her. She felt hard ground beneath her hooves, and a distinct weight on her back. Before she could regain full control of herself though, she collapsed to the floor with a lazing Pinkie Pie on top of her. This, however, didn't distract her from the maelstrom swirling around them, and Pinkie seemed fully aware of it as well.

They quickly helped Twilight get to her hooves, the Unicorn all too aware of what was all around her. This wind wasn't natural, and it reeked of anger. It was arcane in nature.

"Quick, back up the staircase! We've gotta get away from here as fast as we can!"

They didn't question it. Rarity led the way up the stairs with Twilight following behind all of them, their horns illuminating their way until the first rays of moonlight struck them from the large, busted open glass windows along the side of the hallway they found themselves in. The conditions above-ground, however, didn't fill them with confidence.

Now, the air itself seemed to be seething with the overbearing sound of some kind of massive creature breathing. Everywhere they looked, the world around them seemed to pulse with an unseen figure's breath. Everywhere around them, there was darkness seething and coursing over the walls, almost making it look as if the darkness were a physical, palpable presence.

"Quick, out of the castle! Hurry!" Twilight shouted, running alongside her friends.

They all ran as fast as they could, their charge interrupted, but not impeded, by a sudden crash all around them. It wasn't just a crash, though: it sounded like a roar that began low and rapidly became a high-pitched screech that threatened to make their eardrums detonate in a burst of blood. It rattled their heads to the point that they could barely keep their eyes open to see, but it became more tolerable the closer they got to the entrance of the castle. That was when they were brought to a halt.

Standing outside of the entrance were large, black masses of inky darkness that throbbed and formed into twisted, rotten bodies of ponies that had been consumed in the past. Their empty eyes locked on the group, and all at once they charged, their maws gaping open to show hundreds of rows of teeth in an unfathomable endless vortex beyond.

Twilight's fear turned to anger as one of them reached out for Applejack and grabbed her by her throat. The farm pony proved her excessive strength by wrenching herself free in time to buck the offending creature right in its razor-sharp tooth-ridden maw, though she moreso swung one of her hindlegs against its jaw as she spun around rather than bucking it straight on and possibly losing her hoof.

"What are these things?!" AJ shouted out. "Felt like ah bucked a giant blob o' tar!"

AJ's attack only kept the creature away from her for so long, the others quickly approaching the others. Twilight immediately formed a shield between them and the dark creatures, the shield growing outward from her horn and engulfing her and her friends, forcing the consumed and controlled dark ponies away from AJ and her friends.

They acted as if they were zombies, bashing and bucking and slicing at her shield, but they were infinitely weaker than the Nightmare that attacked her in her head. The rapid-fire attacks were doing a number on her, and she was having trouble moving forward. It was all she could do to brace herself mentally against the constant onslaught of ten separate shadows striking her barrier, as well as standing her ground.

The others didn't know what to do! Twilight was the only one that knew any spells that could actually be useful, though Rarity was doing her best to distract them from within the safety of Twilight's shield by bashing them with small and large rocks behind them and on each side. It only served to make one or two of them lazily turn and look around before redirecting their renewed anger on the barrier restricting them from their prey.

As minutes passed, Twilight's shield got smaller and smaller, the lavender Unicorn looking winded and dizzy. She felt her legs give out beneath her and she laid down and rested her head against the cobblestone floor of the castle's dilapated entrance, groaning quietly as a wave of nausea washed over her. She didn't know how much longer she could maintain the protection, the magic was still new to her and fairly overwhelming.

"Uuuhh....wai-wait, girls, Luna....urp!" she said, covering her mouth with her hoof while trying to open her eyes, despite her dizziness. "Guh, Princess Luna said that-that her guards were on their way! We should....c-call out for them...."

Twilight was silenced the moment all ten of them hit her shield all at the same time, a familiar voice ringing true in the air all around them. Twilight snapped to attention when she heard the Nightmare's voice all around herself.

"You will never get away from me!!" the Nightmare's voice growled out at them.

She forced herself to her hooves, stumbling left and right, a synchronized attack from all ten of the shadows knocking her backwards, the Unicorn stumbling onto her hindlegs and then flopping hard onto her back, knocking the wind out of her.

Fluttershy and Rarity rushed to Twilight's side, the nauseated Unicorn rolling onto her side and covering her mouth for fear of throwing up all over herself. She coughed a few times and rolled to her front slowly, clenching her teeth and closing her eyes again as they struck her again.

"They were behaving randomly before. Did the Nightmare do this?" Rarity muttered while trying to help Twilight relax by petting down her mane again and again.

"She controls all of them, she's in every part of the Everfree Forest. I can feel her all around her, she's even right beneath us....!" Twilight panted out.

"SOMEPONY HELP UUUUUSSSS!!!" Pinkie suddenly shouted at the top of her lungs.

Her voice emanated far, far out of the entrance of the castle, though Twilight's barrier obscured their ability to see beyond the shadows attacking them. They all began to get closer together as the space within the bubble-shaped shield began to become a premium commodity.

"Valkyre, with me!"

Aside from Twilight, they all looked around, startled by the unfamiliar voice. They all jumped when a sound akin to an explosion ended with one of the shadows bursting into flame and sizzling into a black cloud that dissipated of its own volition. They looked past them, only to see an Earth Pony charging in their direction. He had a large saddlebag on his back, both sides of it loaded to the brim with unidentified goods.

"Hey, he's got a bunch of those shield things like Strider used!"

Rainbow Dash was right: the pony approaching them had what looked like four of the same exact shields that Strider had used against the Nightmare in the fight on the outskirts of Ponyville. They watched as the massive pony jumped up and each of the four shields shifted under each of his hooves, his landing punctuated by the shields launching him into the air, flipping backwards as he soared. He was at least ten feet in the air, but he retained control over every flip and turn of his body, landing just in front of Twilight's shield, where the executed shadows were previously.

Another two guards rushed in, one wielding a massive double-ended blade in the magic emanating from her horn. The blade itself was arcing electricity, and runes rippled with an eldritch red glow. It almost seemed to bend of its own volition, but when the guard charging with it readied it to attack, it snapped into place and solidified entirely as a blade of tempered steel.

The next attack was by the older-looking pegasus guard next to the mare charging with the heavy double blade, his wings seeming as if they were on fire. With both wings fully extended, he turned to one side and lashed forward with one wing, a wave of fire emanating from it in an arc, taking out two more shadows. The other wing did the same, leaving only four of the vile creatures behind.

The Earth Pony quickly reduced that number to three. His control over what should have been classified as a defensive tool was astounding. He rushed one of them and blocked all of its attacks, finding an opening in mere seconds and forcing his way past the tendril it attempted to use to protect itself, his other hoof coming around and cleaving it in half with a sudden impulse of magic to increase the size of the shield.

The unicorn guard managed the same result with a single swipe of her massive blade, but she was clearly into overkill. She twirled and spun the blade around herself, dicing the shadow up into little pieces before it burst into black smoke like the others. Every movement and swing of her blade was a fluid, fast-paced motion, though much of it was her flourishing her attacks.

They all made short work of what remained, only to find more were on their way. They seemed undaunted forever, and Twilight legitimately believed that they had fought their way all the way to the castle. The unicorn guard's blade softened and split into two, both dual blades floating at her sides, pointed forward while she turned away from those trapped in the shield.

The older pegasus guard turned to face them, however, paying no mind to the shadows encroaching on their position.

"Elements of Harmony, we've been sent by Princess Luna to escort you out of here!" he said to them clearly and loudly.

"Who are you?!"

"I am Aolimnus Blaze, and I am Princess Luna's Wisdom and Intelligence!" the old pegasus said happily.

"You can call me Valkyre Lance! I am Princess Luna's Skill!" the unicorn chimed in.

"Aegis Bulwark. I am her Majesty's Might." the Earth Pony spoke with all the deepness and calmness of Big Mac, yet at the same time, he sounded firm and reassuring.

"You must also know Wind Strider. Though he is out of commission at the moment," Aolimnus said, turning away from them, his wings turning ablaze. "I have full confidence that he will make a full recovery and rejoin us as Princess Luna's Speed and Agility!"

"We act when she cannot," Valkyre said, grinning as one of her blades launched forward and impaled a shadow, then ripped it in half with a mighty swing up into the air. "We shall guard you with our lives until we are safely back in Ponyville!"

Twilight let out a sigh of relief, her shield falling apart around her and her head finally getting a chance to rest and recover. She laid her head down on the hard cobblestone floor and closed her eyes, taking deep breaths to calm her nauseated stomach.

"Miss Sparkle, I must object to taking a nap in the middle of this forest-wide scrying spell!" Aolimnus shouted over the whistling, whipping winds all around them. "We can only remain stationary for so long, otherwise the Nightmare will unite her forces and even we won't be able to keep them away from you."

"Where did she get so many Wild Shadows from?" Twilight called out to Aolimnus.

He repeated his attack from before, except instead of waves of fire, he made one massive blast by flapping both of his wings forward in the process of lifting himself into the air. Five Wild Shadows burst into flame as the burst of fire coursed over them and the trees, illuminating the area outside of the castle's entrance. He was careful to keep the flames away from the rope bridge in the distance, Valkyre and Aegis moving forward and securing a path to it.

"Ponies 'go missing' all the time in the forests around Equestria, ma'am!" Aolimnus responded while walking around the group to stand next to Twilight's prone form. "We'll be in the same boat if we don't get moving soon."

"Yeah, let's get movin' Twilight! We gotta get back to Ponyville and make sure everypony's safe from the Nightmare, don't we?" Rainbow Dash said to her, currently in the air above the prone pony.

"Just need a moment, hang on....uuuggh," she groaned out, fluttering her eyes open. "New magic is directly linked to my body, every hit they gave my shield felt like I was....rrph!-f-felt like waves of dizziness, made me....REALLY nauseous."

"Well, I hope you'll be ready to run in five!"

"Five what?"

"Five minutes, I'm guessin' that's about how long we have 'til we start getting overrun, and I don't plan on losing Valkyre or Aegis over a little nausea," he stated, looking over the group. "Now we're gonna move at a steady, brisk pace. Stay within the circle we'll retain around all six of you, and don't break away for anything. Clear?"

They all nodded to him just before he spun around and readied his wings again. It seemed to be his preferred way of attacking the mindless husks coming after them.

"Exist!"

His wings were set ablaze once more, and with a simple flap of them, they fanned their flames over the two that had snuck up behind him. He fluttered his wings and put out what remained of the apparently harmless flames, small embers flicking up from his feathers as he settled them against his sides.

It only took a few more minutes for Twilight to steady herself, and the moment she was up and ready, they clustered close together, the Elements rushing out with Aolimnus bringing up the rear. Aegis was being assaulted by three of them, but his martial prowess allowed him to block and counter each one in rapid succession. His shields required him to be very close to the problem, but getting in that close allowed him to prove just how brutal he was in comparison.

Valkyre wasn't faring much better. She, however, had a weapon, and an entirely different way of fighting. She was standing on the rope bridge with Wild Shadows coming at her from each side of the crossing. Her blades were gone in favor of rune-covered ball bearings that she used like bullets. A secondary spell kept a steady flow of electricity flowing through each one, all eight ball bearings connected through that electrical power.

She spun them around and lashed out with them, avoiding cutting down the rope bridge and instead punching right through each one of them. Each time she did, a new connection from the ball bearings to her targets. When she had them all, she surrounded them with each of the rune-covered orbs and closed her eyes.

Her horn lit up like a beacon, and in turn the runes flared up and the electric current went haywire, each of the shadows spasming for a few brief seconds before bursting into black smoke and disappearing. The ball bearings pulled back together and melded together, the runes spreading over the metal as it coursed as if a liquid, and reformed into a single, double-ended blade that she mounted on her back, at the ready once again.

"Bridge is secure," she said just as Aegis passed by, Rarity and the others filing across quickly. "Aolimnus, we moving out?"

"Yup, form a perimeter around the Elements. You know the drill."

"We get to play some more? I kind of wish the little witch would throw something more challenging at us."

"I can help...." Twilight interrupted once they were on the other side.

Aolimnus turned his attention back to her. "How so? Princess Celestia said that you don't have any combat experience, nor any combat magic."

"I've been watching how they fight. I think I can emulate it effectively enough."

"You think, or your know?"

She stared at him for a few moments, thinking on that.

"....I'm sure of it."

"Hrm....well, we're more than capable of keeping all of you safe," he said, all of them breaking out into a full gallop. "Just focus on protecting your friends if we miss something, we'll take care of the rest!"

With that statement, outside of commands issued by Aolimnus to keep the three of them at perfect synchronization with one another, the group stayed silent. Twilight and the others were staying quiet only because they feared the possibility of interrupting them in the midst of their current task, not to mention they were all mostly focusing on their surroundings and preparing themselves to break if some of the Wild Shadows got too close to them, screw what the three guards told them!

The further they went, the more opposition they faced, but despite facing up to fifty of them, Valkyre and Aegis stood their ground, the two keeping a constant forward pace despite having to cleave their way through enemy after enemy. Valkyre was soon forced to split her blade in two once more, taking out three or four of them with every strike of either weapon.

Aegis had an entirely different strategy. His natural strength let him use his Paring Shields as battering rams, bashing straight through the opposition and slicing them in pieces after knocking them back.

Aegis and Valkyre worked together to cover one another, constantly keeping one another safe while carving a path forward. On more than one occasion, tendrils came their way, and every time Aegis jumped in the way and deflected the attack, or Valkyre reformed one blade into a large barrier that did much of the same if Aegis couldn't. They were in perfect harmony with one another, like one mind in two bodies.

This wasn't to say that Aolimnus wasn't doing a good job, he was in fact holding his own without the help of either of them. Bringing up the rear, he was keeping the ones they didn't get because they were too far away at a constant distance. His wings were spraying fire behind him, the flames licking at the trees and burning the shrubbery along with the shadows that moved fast enough to pose a threat. Fortunately, the fires went out whenever he willed them to, mercifully granting the forest a future rather than making it the next dazzling wildfire in Equestria.

Eventually, they had to stop about five hours outside of Ponyville, all of them winded and exhausted from the constant galloping pace they had kept through the night into the morning.

"Valkyre, establish a perimeter. We break in ten, no sleeping!"

"Yeah, sure thing Aolimnus."

Valkyre's horn fired up and a large, see-through white shield formed around the group, first as a single beam of dim light rising up in the air, then as a dome-shaped bubble that wrapped around them and secured them outside of the scrying spell that had been all around them the entire time they ran.

Twilight took some deep, panting breaths alongside Fluttershy and Rarity, them being the only ponies that were the non-athletic types. Rainbow Dash, Applejack and Pinkie Pie had no problem with keeping such a pace, though even they were slightly winded, Pinkie most of all out of the three of them. All things considered, she was the most plush, but she was still particularly strong and had plenty of stamina with or without all of her sugar intake.

"Heh! An' here I thought our Twilight was the only pony that had that kinda skill!" AJ said to Valkyre, holding out a hoof. "Might know mah name already, but I'm Applejack. Valkyre, right?"

The guard grinned and embedded her blades in the ground next to herself, standing at the edge of her shield with her horn connected to the barrier by way of her magic prowess.

"Yeah, my name's Valkyre. Valkyre Lance, Trottingham-born!"

"I thought you had a Trottingham accent! They have such divine fur care products, and you carry yourself with such refinement," Rarity said, reaching up to flick her mane after catching her breath. "Perhaps you could show us what you all look like without your armor?"

Aegis silently approached all of them and removed his saddlebags along with his helmet, and Valkyre did much of the same with her helmet. Aolimnus came over to sit with them, all three of them beginning to remove their armor. Once they set their equipment aside, their fur and their manes began to change back to a more natural color for each of them, Valkyre being the first since she seemed eager to chat and get to know all of them more personally.

Her mane was the first to shift to its original color of dark blue, the filly's mane being particularly long when it wasn't being altered by the enchantments inherent to every Royal Guard's armor. Her mane hung down slightly over her right side, ending about halfway down her torso. As her fur began to shift back to its normal of gray, the marks of battle she retained began to show as well. On her face, there was a deep and surprisingly well cared-for scar running from her forehead just above her eye, all the way down over her eye and her cheek, stopping short of her jawline.

The scar that really caught Rarity's attention, however, was the one on her neck. Directly over her esophagus, there was a long horizontal scar where she'd suffered what was no doubt a very brutal and potentially deadly slashing.

"My goodness darling, what happened to your neck?!"

Valkyre blinked a few times and reached up to rub over her neck with a hoof. "Oh, this? It's nothing, just a Gryphon bandit that managed to get in my blind spot while I didn't have any back-up. I had to walk to a guard post while holding the wound closed with my magic AND carrying the bound Gryphon as well."

"Oh! My....what happened after that?" Fluttershy spoke up suddenly.

"Not much. I managed to stay calm and keep most of my blood inside and secured a path for air to get in and out, so getting slashed like that wasn't all that life-threatening. If I weren't a Unicorn, I probably wouldn't be talking to you right now."

Aegis let the lot of them talk, spending his time retrieving water and some energy bars from his saddlebags. He probably brought far more than they actually needed, but he had been told to prepare to be out for an extensive amount of time, and the Magisters wanted to test a new kind of energy bar that could actually 'recharge' a Unicorn's magic instead of a Unicorn requiring rest to recover their magical power.

He brought several bottles of water over to all of the young ladies, and offered each of them something to snack on. They all gladly accepted, though Valkyre seemed far more hungry than she was thirsty. Not a minute after she finished off one of the energy bars she'd been given, her shield and her horn both pulsed with renewed life.

"Whoa!! Hey, these things actually work! I feel awesome!" she shouted out to Aegis.

"Duly noted." Aegis said, taking out a notepad and writing something down in it before tucking it away.

Rainbow Dash looked over Aegis with a bit of surprise, AJ doing much of the same. The Earth Pony, as big and beefy as he was, had a single tattoo covering one whole side of his face, though it only showed now that he had his armor off. His mane was a rich brown color, and his fur was dark green, though he seemed to keep his mane short and out of the way.

"How 'bout you, pardner?" AJ said, patting Aegis on the shoulder. "What's with that there fancy tattoo?"

"Marking of my tribe. I was born and raised in the Zebra Nations," he said, never removing his gaze from his notepad. "I am an acting member of the Royal Phalanx, and I grew up learning ways to defend my tribe from warring neighbor tribes and distant enemies. We were a peace-loving tribe however, and our Chieftain disapproved of me turning my defensive martial form into an offensive form of combat. Thus, I was forced to leave and never come back."

"Well....what about yer family? An' all these scars?"

"Dead. My tribe was destroyed five years ago. I am one of the few surviving carriers of the bloodline. I harbor no ill will to our destroyers. They were only doing what comes naturally to creatures forced to fight for their necessities. Food, water, safety and security," he said, then he held up a foreleg. "All the scars on my body are combat injuries and training marks."

"Even with Princess Celestia's more recent changes to foreign aid policies, the Zebra Nations is still struggling to keep the tribes at peace with one another?"

"They have been fighting, warring and killing one another for decades. Them getting what they need to just survive won't stop them from wanting more so that they can live comfortably."

Aegis's stoic and nonplussed tone of voice seemed to be somewhat unnerving for everyone but the other guards and Twilight, the lavender Unicorn looking at his outlook with the same objectivity that he held towards it.

"I suppose that makes sense. Habits are a hard thing to break, especially in a society where the oldest members are the ones that make most of the big decisions. Most younger members of tribal societies wind up going to war over conflicts they have nothing to do with, in such situations."

They all jumped to attention as a loud slashing noise was heard just outside of the shield Valkyre was maintaining. The guards quickly settled down and Valkyre braced herself as another hit came in and rattled her mind. Aolimnus dove out of the shield and flew up into the air, spotting five other shadows converging on their position.

With his wings soon flapping rapid-fire, the wind began to come under his control instead of under the Nightmare's control, the maelstrom turning into an isolated whirlwind all around the barrier, the whipping and spinning winds uprooting the Wild Shadows and eviscerating them into nothingness.

Valkyre thanked him as he re-entered the bubble, the older pegasus keeping a vigilant guard to the left, right and the rear position from where they were resting at. He wasn't taking any chances with the lives of the Elements of Harmony.

"How 'bout yo-oh, wow," Rainbow Dash said, staring at Aolimnus for a few seconds. "What the heck happened to you?!"

Aolimnus had good reason for staying so on-guard. It was in his experience that when you relaxed on the battlefield, you did so at your own peril, thus he didn't look away from where they had come from, keeping an eye out for any combatants coming their way.

Just the same though, his body was riddled with the signs of combat, scars covering a good majority of his body. His biggest scars were on his face in the form of what looked like a big cat's claw marks across both of his brown eyes and his nose, as well as an almost body-length scar running from his cutie mark up his right side, stopping just short of reaching his chest. Less serious ones could hardly be noticed on his back, being 'cat-scratch' scars that covered his back almost entirely, contrasting with his rich, brown fur and his pitch-black mane.

"Lots of combat experience serving Her Majesty, Princess Celestia," he said in response to Rainbow Dash's inquiry, smiling a little. "Got into hoof-to-claw combat with some feral lions during a visit to the Zebra Nations. They almost killed me, too."

"Yikes. The worst we've dealt with is a Hydra. Well, unless you count Nightmare Moon," Rainbow said, heh'ing a little. "Guess she'd be worse than any lion."

"Depends on the situation. She's deadly when she attacks headlong or when she tries to sneak up on your or trick you. A lion's entirely different," he said, never turning away from his post. "A lion sneaks up on you, never making a single sound. When it's close enough it lunges and tries to catch you. If it does, it digs inch-long teeth into your back, then it goes for your neck while sinking claws shaped like hooks into your body to keep you in place. The only reason I survived the attack was because of my magic. I certainly couldn't get away from those claws. It was dumb luck those teeth didn't snap my spine in half."

They all stared at him, their eyes wide with surprise. Valkyre simply laughed and shook her head.

"You know how to freak out the inexperienced, Blaze."

"Heh, what can I say? Fear's a damn good motivator! Kinda like how these things'll eat ya alive if you don't just let 'em consume you after they get their tendrils wrapped around you. They stab and impale you until you can't move anymore, and then they eat you before the life leaves your body."

Twilight shuddered. "You're making that up."

Aegis walked over, stoic as ever, and gave Twilight one of the energy bars. "No he's not."

Twilight looked at Aegis nervously, then looked to the offered energy bar. He offered the others one, and only Rarity rejected the snack. They all bit into their food, the distinct flavor of strawberries, apples and several indiscernable tastes made them all smile. It was a simple pleasure, but sometimes the simple things were the things that were going to make you smile the most, given the currently dire circumstances.

"Hey, these aren't half-bad! What's in 'em? I'll bet I could make 'em into cupcakes!" Pinkie said suddenly, her cheerful demeanor a stark contrast to conditions outside of the shield.

"Tell ya in a minute, Valkyre we've got incoming!!" Aolimnus shouted over all of them, dropping to the ground and grabbing his armor.

The older pegasus' words hit the unicorn just before an explosion impacted the area of the shield that was in the direction they had just come from. Valkyre held fast, but she visibly cringed and grit her teeth, her shield's luster fading a little. Aegis rushed over to brace her when she relaxed and tried to right herself, far more dizzy than she realized. Though she was too late to catch herself, Aegis wasn't, the bulky Earth Pony catching the dwarfed Unicorn with a single foreleg, as if bracing a foal's weight.

Valkyre repaid the favor by multitasking her magic, rapidly attaching her armor around herself as well as Aegis's armor, all three of them quickly back in their enchanted gear, very close to being indistinguishable from one another within a few seconds.

"We've got something big coming up the path behind us!"

Heavy vibrations emanating through the ground in rippling waves had all of them on edge, save for Aolimnus and Aegis. Aolimnus could barely make it out, but it easily beat the height of the tallest tree in the Everfree Forest, he couldn't even make out the head of it! Aegis was simply a brick wall: if he was feeling anything, he certainly wasn't showing it. Valkyre was tense and on alert, her weapon at the ready and the shield brighter and seeming far more tangible compared to before.

Twilight and the others weren't sure what to do. The whole situation had them frazzled, they weren't trained to handle such combat scenarios. Fluttershy in particular was cowering behind Applejack, almost backed up to the very edge of Valkyre's barrier. For that matter, she was cowering behind them all, with Pinkie standing next to her to try to comfort her. Twilight looked to her friends, their insecurity evident, then to the guards that had taken up position in front of them to keep them safe.

She wasn't going to stand idle for this one.

Despite her determination, however, she needed a plan, and Aolimnus readily supplied such a necessity for her and her friends, as well as the two other guards.

"Twilight, when the shield drops, you and your friends rush to the left, off the path. Aegis, Valkyre, we break right. You can put a barrier up again, right Twilight?"

Twilight looked to her friends, then back to Aolimnus. "Yes, we'll be fine."

"Good! I'd hate to fail Luna so badly that I wind up letting the lot of you get killed," he said, chuckling a little. "Two minutes, ladies! Don't go too far."

The mass moved towards them faster and faster, the vibrations hitting all of them and causing Fluttershy to become even more scared than she already was. Rarity went over to try to help her terrified friend, though they were all trembling. Sure, they had fought against Nightmare Moon in the past, but she had never been like this!

The closer the tidal wave of darkness got to them, the more determined Twilight became, her fear becoming her motivation. She could only think of how her friends must feel, all of them being in this situation because of her own problems. Her horn began to light up as she prepared her magic, but a barrier wasn't the only thing she had in mind.

"Let's do this!" Valkyre shouted to the lot of them.

Valkyre's barrier was keeping the whistling winds of the Nightmare's influence from grating at them, and as long as they were within the shield, what they were doing or saying couldn't be heard or seen. Twilight knew that this was going to be a jarring moment, something that none of them were ready for, but it had to be done.

"Girls, no matter what, stay close to me!" she quickly said to all of them.

They could only nod, and Fluttershy, whether out of fear or out of her own determination to survive, stood up and stuck close to Rarity, the five Elements crowding around their unifying Element of Magic.

"Three. Two. One...." Aolimnus sounded off to them, the whipping winds around them drowned out by the shield surrounding them. "Break!!"

The moment the barrier dropped, it was as if all hell had broken loose around them. They only thought to stay close to Twilight, and Twilight could only think of getting out of the way before they were all crushed beneath the encroaching darkness that loomed over them.

It worked. The massive but mindless creature missing both the Elements and the guards escorting them. All three of the guards went to work attacking and attracting the massive shadow's attention, their spells tearing into it from one side, causing it to turn its back on Twilight and the others.

Twilight was the first to realize that they were still in trouble, however.

"You will never escape from me!" the Nightmare's voice shouted out to them from one side. "Even if you leave my forest, I will hunt you down and crush your very soul, sister!"

They looked all around, and on every side of them, they were surrounded by masses of Wild Shadows. They were all rushing towards the group, causing all of them to huddle together with Twilight in the middle of them all. They all put up a tough front, but it was easy to tell that they were all terrified. All of them except Twilight.

The second Twilight realized they could really die here, the second she felt like she was no longer safe, her magic went to work. Feeding off of her emotions and her panic, she felt a massive surge of energy being drawn up from within her. Her horn glowed an unholy black light, akin to the same kind of shadows the creatures around them were made of, save for the white outline that separated it from the darkness and the inky shadows around them.

"G-get down, girls!!" Twilight screamed as fast as she could.

They all looked at her with wide eyes, then hit the dirt just as all hell broke loose around them.